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HomeMy WebLinkAboutExhibitAGREEMENT FOR WATER AND SANITARY SEWAGE FACILITIES BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI This instrument prepared by: Michael Suchogorski New Business Supervisor New Business Section Miami -Dade Water and Sewer Department 3575 S. LeJeune Road Miami, Florida 33146-2221 AGREEMENT FOR WATER AND SANITARY SEWAGE FACILITIES BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI THIS AGREEMENT, made and entered into at Miami -Dade County, Florida, this day of , 2006 by and between Miami -Dade County, a political subdivision of the State of Florida, hereinafter designated as the "COUNTY", whose mailing address is: c/o Miami -Dade Water and Sewer Department, P.O. Box 330316, Miami, Florida 33233-0316 and City of Miami, a municipal corporation of the State of Florida, hereinafter designated as the "CITY", whose mailing address is: 444 S.W. 2nd Avenue, Miami, Florida. WITNESS ETH: WHEREAS, the CITY desires water and sewer service to be rendered to property owned by the CITY, and Page 2 of 24 WHEREAS, the Miami -Dade Water and Sewer Department, hereinafter designated as the "DEPARTMENT", operates the water and sewage systems owned by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants entered into between the parties hereto to be made and performed and in consideration of the benefits to accrue to each of the respective parties, it is covenanted and agreed to as follows: Page 3 of 24 1. CITY'S PROPERTY. The CITY owns a certain tract of land in Miami -Dade County, Florida, which is legally described in Exhibit "A" attached hereto and made a part hereof, hereinafter sometimes described as the 'CITY'S property". The CITY has requested that the DEPARTMENT render water and sewer service to the CITY'S property and the COUNTY agrees to do so subject to the terms, covenants and conditions contained herein. 2. WAIVER. No delay or failure to exercise a right under this Agreement or any other Agreement shall impair or shall be construed to be a waiver thereof. No waiver or indulgence of any breach of this Agreement or series of breaches shalt be deemed or construed as a waiver of any other breach of same or as voiding or altering any other obligation of the parties under this Agreement or any other Agreement. No order or directive given by the COUNTY or its agents shall be considered as waiving any portion of this Agreement unless done in writing by a person having actual authority to grant such waiver. 3. CITY ACKNOWLEDGMENT. The CITY hereby acknowledges and agrees that any right to connect the CITY'S property to the COUNTY'S sewer system is subject to the terms, covenants and conditions set forth in the Settlement Agreement between the State of Florida Department of Environmental Protection, hereinafter designated as the "DEP", and the COUNTY dated July 27, 1993, the First Amendment to Settlement Agreement between DEP and the COUNTY dated December 21, 1995, the First Partial Page 4 of 24 Consent Decree and the Second and Final Partial Consent Decree entered in United States of America Environmental Protection Agency (EPA) vs. Metropolitan Dade County (Case Number 93-1109 CIV-Moreno), as currently in effect or as amended or modified in future agreements and all other current, subsequent or future agreements, the consent order between DEP and the COUNTY filed on April 4, 2004, court orders, judgments, consent orders, consent decrees and the like entered into between the COUNTY and the United States, State of Florida and/or any other governmental entity, and all other current, subsequent or future enforcement and regulatory actions and proceedings. 4. PROVISION OF SERVICE AND CONNECTION CHARGES. The COUNTY will provide an adequate domestic water supply for the CITY'S property and will receive and dispose of sanitary sewage from the CITY'S property. The CITY shall pay water and sewer connection charges for all those units to be constructed on the CITY'S property subject to the limitations specified herein. The CITY acknowledges that, to the extent that water or sewer service will ultimately be rendered to the property by a volume customer, the CITY is a new retail user provided water or sewer service from a volume customer, and acknowledges that it is responsible for payment of connection charges; however, in the event that water or sewer is provided directly by the COUNTY, the CITY acknowledges that it is a new retail customer of the COUNTY'S and accordingly also liable for payment of connection charges. The CITY may be considered both a new retail customer and a new retail user provided service by a volume customer in the event that the COUNTY provides Page 5 of 24 water service to the property and a volume customer sewer service, or vice -versa. The connection charges are based on the average daily gallons for the various building units and/or use as shown on Exhibit "8" attached hereto and made a part hereof, multiplied by the applicable rates established by the COUNTY. The CITY intends to demolish the existing park and construct and connect a new park with bathroom facilities for an estimated five hundred (500) persons per day, five hundred forty (540) square feet of concession stand space, fifteen thousand seven hundred one (15,701) square foot recreation building (office -type use), and seven hundred fifty-seven (757) square feet of press box space (office -type use). However, the DEPARTMENT shall allow gallonage credits for the previously existing and connected structures, which will be and/or have been demolished within the CITY'S PROPERTY. It is the CITY'S sole responsibility to provide the DEPARTMENT with copies of the CITY'S demolition report, which shall include addresses of all units, the total amount of units, square footage and occupancy load for said previous structures, subject to review by the COUNTY prior to the DEPARTMENT allowing any gallonage credits. Therefore, the agreed total average daily gallonage is nine thousand four hundred ninety-six (9,496) gallons, resulting in combined water and sewer connection charges in the amount of sixty-six thousand three hundred seventy-eight dollars and four cents ($66,377.04). However, water and sewer connection charges shall be calculated at the rates in effect at the time of actual connection to the COUNTY'S water and sewer systems and shall be paid by the CITY prior to the DEPARTMENT'S installation of a water meter and/or the rendition of sewer service to the CITY'S property. The DEPARTMENT'S current connection charge rates are one dollar Page 6 of 24 and thirty-nine cents ($1,39) and five dollars and sixty cents ($5.60) per gallon per day for water and sewer, respectively. The water and sewer connection charge rates are subject to revision at any time. 5. OTHER USES ON THE PROPERTY. If the CITY constructs buildings other than those outlined in paragraph 4 above, or otherwise changes the use of structures built such that paragraph 4 is no longer an accurate description of the uses at the CITY'S property, the COUNTY shall determine if additional capacity is needed, as calculated using Exhibit "B" attached hereto. If additional capacity is required, connection charges, computed at prevailing rates, capacity allocation, if available, and construction connection charges, if any, shall be required by the CITY. If requested by the DEPARTMENT, the CITY shall provide the COUNTY a list of all tenants and building units and/or use prior to the installation of any water meters by the COUNTY for the CITY'S property. 6. POINTS OF CONNECTION. The COUNTY owns and operates a twenty- four (24) inch water main located in N.W. 14 Street abutting the southern boundary of the CITY'S property, from which the CITY shall connect the CITY'S property. Any public water main extensions within the CITY'S property shall be twelve (12) inches minimum in diameter with two (2) points of connection and the water system shall be looped. The COUNTY also owns and operates eight (8) inch gravity sewer mains located within the CITY'S property and in N.W. 37 Avenue north of N.W. 15 Street, abutting portions of the eastern boundary of the CITY'S property, from which the CITY shall connect the CITY'S Page 7 of 24 property, provided that there is sufficient depth and that there are no obstacles which would preclude construction of the sewer. Any public gravity sewer main extensions within the CITY'S property shall be eight (8) inches minimum in diameter. Other points of connection may be established subject to approval of the DEPARTMENT. 7. CONDITION TO SERVICE. The CITY hereby acknowledges that the eight (8) inch water main in N.W. 37 Avenue abutting the eastern boundary of the CITY'S property does not meet the minimum requirements as specified in the DEPARTMENT'S Rules and Regulations for Water and Sewer Service. Therefore, as a condition precedent to the DEPARTMENT'S provision of water and sewer service to the CITY'S property, the CITY hereby agrees to pay to the DEPARTMENT a contribution in the amount of thirty dollars ($30.00) per lineal foot of the CITY'S property directly abutting N.W. 37 Avenue for the construction of future water mains. The length of front footage abutting N.W. 37 Avenue is hereby agreed to be one thousand seventy-eight (1,078) feet resulting in a contribution charge in the amount of thirty-two thousand three hundred forty dollars ($32,340.00). The CITY shall pay said contribution to the DEPARTMENT with the execution of this Agreement. 8. CONDITION TO SERVICE. As a condition precedent to the COUNTY'S provision of service to the CITY'S property under this Agreement, the CITY agrees to execute a unity of title in a form approved by the COUNTY. The executed documents shall be delivered to the COUNTY with the execution of this Agreement. Page 8 of 24 9. REMOVAL/RELOCATION OF FACILITIES. The CITY hereby acknowledges and agrees that any existing COUNTY sewer facilities and all appurtenances within the CITY'S property that will conflict with proposed development must be removed and/or relocated, and all easements associated with said facilities vacated and/or relocated. Said relocation and/or removal of facilities shall be performed by or for the CITY in accordance with plans and specifications to be approved by the COUNTY and in such a manner that there will be no Interruption of services to the COUNTY'S existing customers. All costs incurred shall be borne solely by the CITY. The removal and/or relocation of certain water and sewer facilities and vacating and/or relocating of associated easements are conditions precedent to the issuance of sewer verification forms for those proposed buildings that conflict with said sewer facilities. 10. DESIGN AND CONSTRUCTION OF FACILITIES. The CITY at its own cost and expense shall cause to be designed, constructed and installed all of the necessary water and/or sewer facilities provided for in this Agreement unless otherwise specified. The facilities shall include any and all water mains, valves, fittings, fire hydrants, firelines, service connections, service lines, shutoffs, meter boxes, air release valves, gravity sewer mains, laterals, manholes, and all appurtenances thereto for a complete installation. The final design and construction of the facilities shall meet the requirements set forth in the latest revision of the DEPARTMENT'S "Rules and Regulations" for water and/or sewer service, shall be in accordance with the latest revision of the DEPARTMENT'S "Design Page 9 of 24 and Construction Standard Specifications and Details", and shall be subject to approval by the DEPARTMENT. 11. INSPECTION, The COUNTY shall have the right but not the obligation to make engineering inspections of all the construction work performed by the CITY under the terms of this Agreement including private facilities not to be conveyed to the COUNTY. Such inspections shall not be construed to constitute any guarantee on the part of the COUNTY as to the quality and condition of materials and workmanship. Any inspections by the DEPARTMENT shall not relieve the CITY of any responsibility for proper construction of said facilities in accordance with approved plans and specifications. Furthermore, any inspections by the DEPARTMENT shall not relieve the CITY of responsibility for the quality and condition of materials and workmanship 12. TESTS. During construction and at the time when various tests are required, the COUNTY'S engineer or its authorized representative, together with the CITY'S engineer and contractor, shall jointly be present to witness tests for determination of conformance with approved plans and specifications. The CITY shall notify the COUNTY a minimum of twenty-four (24) hours in advance of the tests. 13. CONSTRUCTION MEETINGS, The COUNTY reserves the right to schedule construction meetings with the CITY'S representatives (Engineer, Project Manager, Page 10 of 24 Construction Superintendent and others) at a place designated by the COUNTY with respect to project related matters upon twenty-four (24) hours notice. 14. SUBCONTRACTORS AND CONSULTANTS. The COUNTY reserves the right, at any time, to bar any subcontractor or consultant employed by the CITY from engaging in any sort of work or activity related to this Agreement, if such be in the interests of the COUNTY. In the event the COUNTY rejects any subcontractor or consultant, said subcontractor or consultant will immediately cease work on anything related to this Agreement. The CITY shall not be entitled to compensation for any monies previously paid to any subcontractor or consultant if said subcontractor or consultant is rejected by the COUNTY. 15. COMPLIANCE WITH ALL LAWS. The CITY, at its own cost and expense, shall comply with all applicable laws, statutes, rules, and ordinances in carrying out the activities contemplated herein. 16. APPROVALS AND PERMITS. The CITY shall be fully responsible for obtaining all required approvals from all appropriate governmental and regulatory agencies and all necessary permits for all facilities contemplated in this Agreement. Notwithstanding anything else contained herein to the contrary, this Agreement shall not constitute or be interpreted as a waiver of any requirements of any other agency of Miami -Dade County and/or any requirements of the Code of Miami -Dade County. The CITY is responsible for Page 11 of 24 obtaining all permits as may be required for the work contemplated herein pursuant to the Code of Miami -Dade County. 17. COUNTY AS PERMITTEE. Certain federal, state and county agencies, including but not limited to the State of Florida Department of Transportation, the South Florida Water Management District, the U.S. Army Corps of Engineers and the Florida East Coast Railroad may require that the COUNTY be named as permittee for certain construction activities even though the CITY'S contractor will actually perform the work. To insure that the COUNTY will incur no costs or liability as a result of being named permittee on such permits, the CITY shall provide sufficient security as acceptable to the COUNTY which shall indemnify and protect the COUNTY from all claims, actions, judgments, liability, loss, cost and expense, including reasonable attorney's fees, related to work performed by the CITY pursuant to such permits. The security shall be furnished prior to the start of construction and shall be in an amount equal to the COUNTY'S cost estimate for the permit work. The CITY shall have sixty (60) days to resolve any claims by a permittor. Otherwise, the DEPARTMENT shall be entitled to pay said claims from the security. The CITY shall be liable for all costs in excess of the security. 18. WATER SERVICE LINES. Any water service lines two (2) inches or less in diameter that are required for the CITY'S property which will be directly connected to existing mains owned by the COUNTY shall be installed by COUNTY personnel only. The Page 12 of 24 CITY hereby agrees to pay to the COUNTY its standard water service line installation charge, permit fees and service fees prior to any such installation. 19, OWNERSHIP OF WATER METER. The COUNTY shall own and install the required water meter as a part of any water service installation. Ownership by the COUNTY shall terminate at the outlet side of each water meter. The CITY shall pay all applicable installation fees. 20. TREATMENT AND TRANSMISSION CAPACITY. In addition to the covenants and conditions set forth herein, water and sewer service to be rendered by the COUNTY is subject to the following: a. issuance of a valid operation permit by the State of Florida for the COUNTY'S sewage treatment facility serving the CITY'S property which allows additional connections, b. sufficient available capacity in the COUNTY'S sewage system and connection approval, as specified in paragraph three (3) herein, c. available water by the COUNTY. However, in no event will the COUNTY be obligated to supply any more water or sewage treatment capacity in any one year than is called for by the building connection schedule attached hereto and made a part hereof as Exhibit "C". Any variation from said connection schedule which results in increased yearly demand on the water resources or sewage treatment facility capacity of the COUNTY not specifically provided for in Page 13 of 24 Exhibit "C" shall be subject to the written approval and consent of the DEPARTMENT and shall be dependent on the availability of the water resource and the various restrictions placed on the supply of water or the disposal of sewage by local, state and federal government agencies and the physical limitations on the COUNTY'S supply and treatment capacity. If the CITY does not utilize the yearly amount of water or sewage treatment facility allocation specified in Exhibit "C", said amount will be available to the CITY in the next calendar year subject to the limitations and provisions specified herein. 21. ALLOCATION OF CAPACITY. The COUNTY agrees to include the aforesaid allocation in its regional water supply, production and transmission facilities and regional sanitary sewer system, once the CITY is granted necessary sewer allocation, as specified in paragraph three (3) hereinabove. However, it is mutually agreed and understood by the COUNTY and the CITY that the allocation of capacity by the COUNTY does not guarantee the ability of the COUNTY to supply water for the CITY'S property or the ability to receive and dispose of sewage originating from the CITY'S property. Capacity allocation is subject to local, state and federal agencies and other regulatory bodies having jurisdiction. In connection therewith, the CITY agrees that the COUNTY shall not be liable or in any way responsible for any costs, claims or losses incurred by the CITY as a result of actions by regulatory bodies, which are related to capacity allocation. 22. FACILITIES EASEMENTS. If the facilities contemplated herein or any portion thereof are installed within private property outside of public right-of-way, the Page 14 of 24 facilities shall be installed in the center of a twelve (12) foot wide easement for water facilities and fifteen (15) foot wide easement for sewer facilities. Both require a twenty-five (25) foot minimum vertical clearance above the finished grade. The DEPARTMENT shall have twenty-four (24) hour access to the easement for emergency purposes. If the facilities are not located in platted easements, then easements shall be granted to the COUNTY by the CITY prior to the COUNTY'S installation of a water meter and/or the rendition of sewer service to the CITY'S property. 23. CONVEYANCE OF TITLE. Conveyance of all easements shall be by separate instruments in recordable form as approved by the COUNTY and shall be accompanied by a written opinion of title by an attorney licensed to practice law in the State of Florida, which states that the CITY is the owner of the property interest to be conveyed, subject only to liens, encumbrances and restrictions as are acceptable to the COUNTY. The opinion shall also state that upon execution by the CITY, a valid and enforceable easement will be vested to the COUNTY. The CITY shall pay for all recording fees and for all documentary stamps. The details for all conveyances are specified hereinabove. Failure of the CITY to provide proper conveyances shall be cause for the COUNTY to refuse to render service to the CITY'S property. 24. DRAWINGS AND CONVEYANCE DOCUMENTS. Following completion of the water and/or sewer facilities contemplated herein for COUNTY ownership, the COUNTY shall provide conveyance documents, which may include bills of sale, releases Page 15 of 24 of lien and grants of easement for execution by the CITY. The properly executed documents shall be delivered to and accepted by the COUNTY prior to the rendition of water and/or sewer service by the COUNTY. The CITY shall pay for all recording fees and for all documentary stamps. These conveyances shall be accompanied by copies of paid bills and/or lien waivers, releases, or satisfactions from all persons who performed work on the C1TY'S property and all persons who incorporate materials into the property, together with a breakdown of the actual cost of said facilities. Concurrently, the CITY shall furnish the COUNTY with one (1) set of mylar as -built drawings showing specific locations and depths among other things, of all facilities as located by a licensed surveyor, along with four (4) prints of the as -built drawings which have been sealed by a surveyor and certified by the engineer of record. Approval by the COUNTY of all required conveyance documents, drawings and survey specified herein shall constitute final acceptance by the COUNTY of said facilities. After final acceptance, the facilities shall remain at all times the sole, complete, and exclusive property of the COUNTY and under the exclusive control and operation of the COUNTY. 25. WARRANTY AND MAINTENANCE BOND. The CITY warrants that the water and sewer facilities to be owned by the COUNTY shall be free from defects in materials and workmanship for a period of one (1) year from final acceptance by the COUNTY. Simultaneously with the conveyance of the water and/or sewer facilities, the CITY shall deliver to the COUNTY an executed maintenance bond, which guarantees the warranty. If it becomes necessary to repair and/or replace any of the facilities during the Page16of24 initial one (1) year period, then the warranty as to those items repaired and/or replaced shall continue to remain in effect for an additional period of one (1) year from the date of final acceptance by the COUNTY of those repairs and/or replacement. The bond shall be in the amount equal to the sum of those portions of the actual cost of construction of said facilities as follows: Types of Facilities Percentage of Actual Construction Cost Water mains 25 Gravity sewers 50 The bonds shall have as the surety thereon only such surety company as is acceptable to the COUNTY and which is authorized to write bonds of such character and amount under the laws of the State of Florida. A surety company must have a Best's Key Rating Guide General Policyholder's Rating of "A" or better and a Financial Category of Class "V" or better or be acceptable to the COUNTY. The attorney -in -fact or other officer who signs a bond must file with such bonds a certified copy of his power -of -attorney authorizing him to do so. The Maintenance Bond may be written with the CITY'S contractor as "Principal" and the CITY and the COUNTY as "Co -obligees" or the COUNTY as sole "Obligee". In the alternative, the CITY may be named as "Principal" and the COUNTY as "Obligee". The Maintenance Bond shall remain in force for one (1) year following the date of final acceptance by the COUNTY of the work done pursuant to this Agreement to protect the COUNTY against losses resulting from any and ail defects in materials or improper performance of work. If there is no building construction underway within the CITY'S Page 17 of 24 property at the time of conveyance, the COUNTY shall have the right to require that the term of the Maintenance Bond be extended for a period not to exceed an additional two (2) years. Upon demand by the COUNTY, the CITY shall cause to be corrected all such defects which are discovered within the warranty period or periods as set forth above, failing which the COUNTY shall make such repairs and/or replacements of defective work and/or materials and the CITY and/or its Surety shall be liable to the COUNTY for all costs arising therefrom. The CITY also warrants that it shall be solely responsible for the repair of any damages to said facilities caused by persons in its employment. 26. TERM OF AGREEMENT. Both the CITY and the COUNTY recognize that time is of the essence and that this Agreement shall be deemed null and void and unenforceable if the CITY fails to comply with any of the following conditions, where applicable: a. After execution of this Agreement, work on the water and/or sewer facilities shall commence within one hundred eighty (180) days from the execution date. Work shall be considered to have commenced and be in active progress when engineering drawings are submitted to the DEPARTMENT for review and approval, and, upon the DEPARTMENT'S issuance of said approval, a full complement of workmen and equipment is present at the site to diligently incorporate materials and equipment into the construction of the water and/or sewer facilities throughout the day on each full working day, weather permitting. Page 18 of 24 b. Once the CITY commences work on the water and/or sewer facilities, said work cannot be suspended, abandoned, or not in active progress for a period exceeding one hundred eighty (180) days. c. The remedies specified herein are cumulative with and supplemental to any other rights which the COUNTY may have pursuant to the law or any other provision of this agreement. 27. INDEMNIFICATION CLAUSE. To the extent permitted by law, and subject to the limitations and restrictions provided by applicable law, including, but not limited to, Section 768.28, Florida Statutes, the CITY shall indemnify and hold harmless the COUNTY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the COUNTY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the CITY or its employees, agents, servants, partners, principals, contractors and/or subcontractors. The CITY shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the COUNTY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The CITY expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the CITY shall in no way limit the responsibility to indemnify, keep and save harmless and Page 19 of 24 defend the COUNTY or its officers, employees, agents and instrumentalities as herein provided. The City's obligations under this paragraph 26 are subject to the limitations and restrictions provided by applicable law, including, specifically, Section 786.28, Florida Statutes. 28. FORCE MAJEURE. Should either party be prevented from performing any obligations herein, including but not limited to water and/or sewer service, due to or resulting from a force majeure or inevitable accident or occurrence, such party shall be excused from performance. As used herein, force majeure shall mean an act of God which includes but is not limited to sudden, unexpected or extraordinary forces of nature such as floods, washouts, storms, hurricanes, fires, earthquakes, landslides, epidemics, explosions or other forces of nature. Inevitable accidents or occurrences shall mean those which are unpreventable by either party and shall include but not be limited to strikes, lockouts, other industrial disturbances, wars, blockades, acts of public enemies, insurrections, riots, federal, state, county and local governmental restraints and restrictions, military action, civil disturbances, explosions, conditions in federal, state, county and local permits, bid protests, manufacturing and delivery delays, unknown or unanticipated soil, water or ground conditions and cave-ins, or otherwise, and other causes reasonably beyond the control of either party, whether or not specifically enumerated herein. 29. SERVICE CHARGES. The CITY agrees to pay to the COUNTY the prevailing service charges for water supply and fire protection, sewage collection and Page 20 of 24 disposal within the CITY'S property as may be applicable until the responsibility for payment of said charges is properly transferred in accordance with the COUNTY'S regulations. 30. USE OF FACILITIES BY COUNTY. The COUNTY reserves the right to make full use of the water and/or sewer facilities to be owned by the COUNTY as contemplated herein to serve other customers at any time. 31. OPINION OF TITLE. With the execution of this Agreement, the CITY at its own expense shall deliver to the DEPARTMENT an opinion of title for the CITY'S property, issued by a qualified attorney licensed to practice law in the State of Florida, which states that the CITY owns fee simple title to the property referred to herein. 32. BACTERIOLOGICAL TESTS AND INDEMNIFICATION. DEP requires that prior to the rendition of any new water service by the DEPARTMENT, bacteriological tests must be performed. It is the responsibility of the CITY to comply with all such requirements and 'to obtain all necessary approvals. In addition, the use of floating meters for construction purposes is subject to State of Florida requirements and approval by the COUNTY. The CITY may request approval for the use of floating meters prior to actual conveyance of title to the facilities to the COUNTY. However, the COUNTY may be required to execute documents to the Miami -Dade County Department of Environmental Resources Management (DERM) or State of Florida Department of Health (DOH), which state that the COUNTY has accepted title to the facilities. If the COUNTY is required to Page 21 of 24 execute such documents, the CITY agrees to indemnify and hold the COUNTY harmless from and against ail claims, actions, judgments, damages, loss, cost and expense including reasonable attorney's fees which may be incurred by the COUNTY in connection with the rendition of water service through the facilities constructed and installed by the CITY prior to conveyance of title to the COUNTY, including but not limited to those that result from failure to properly maintain and repair the water facilities. 33. ASSIGNMENT OF AGREEMENT. No right to any water supply and sewage disposal service commitment provided for in this Agreement shall be transferred, assigned or otherwise conveyed to any other party without the express written consent of the Director of the DEPARTMENT or his designee except as noted below. The consent of the DEPARTMENT shall not be required in connection with the sale, lease or other conveyance of property or any residential units or commercial establishments to any party who will be the ultimate user of the property, including but not limited to a bona fide purchaser, lessee, resident or occupant. The intent of this paragraph is to require consent of the DEPARTMENT for assignments or transfers of any water and sewage disposal capacity allocation to any party who holds such property as an investment for resale or who intends to develop for sale a portion of the CITY'S property, so that the COUNTY can adequately determine the demand for water and sewage disposal capacity and plan for the fair and equitable allocation of water and sewage disposal capacity among the residents of Miami -Dade County. Consent, when required, shall not unreasonably be withheld by the DEPARTMENT. If the CITY'S property is transferred or conveyed, the CITY shall remain Page 22 of 24 liable to the COUNTY for all sums of money and all obligations due hereunder unless released in writing by the COUNTY. 34. ENTIRE AGREEMENT. This Agreement supersedes all previous agreements and representations, whether oral or written, between the CITY and the COUNTY and made with respect to the matters contained herein and when duly executed constitutes the complete Agreement between the CITY and the COUNTY. 35. NOTICE. All notices given pursuant to this Agreement shall be mailed by United States Postal Service registered or certified mail to the parties at the addresses specified on page two (2) of this Agreement or addresses otherwise properly furnished. 36. RECORDING OF AGREEMENT. This Agreement is being recorded in the public records of Miami -Dade County, Florida, for the particular purpose of placing all owners and occupants, their successors and assigns, upon notice of the provisions herein contained. The CITY shall pay all recording fees. Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officials as of the day and year above written. WITNESSETH: MIAMI-DADE COUNTY, FLORIDA signature Print name signature print name By: John W. Renfrow, P.E., Director Miami -Dade Water and Sewer Department STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2006, by John W. Renfrow, P.E., Director of the Miami - Dade Water and Sewer Department, who is personally known to me and did not take an oath. Notary Public Serial Number print name Page 24 of 24 IN WITNESS WHEREOF, the parties hereto set their hands and official seals this day of in the year ATTEST: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA By: By: Priscilla Thompson Pedro G. Hernandez, RE. City Clerk City Manager (Affix City Seal) Approved by City Attorney as to Legal form Approved to Insurance Requirements: and correctness: By: Jorge L, Fernandez City Attorney By: LeAnn Brehm Risk Management Administrator Page 26 of 24