HomeMy WebLinkAboutExhibit - Agreement480411
BUILDING BETTER COMMUNITIES
INTERLOCAL AGREEMENT
BETWEEN
CITY OF MIAMI, FLORIDA
AND
MIAMI-DADE COUNTY, FLORIDA
Economic Development Fund
Flagler Street Reconstruction Project
GOB Project Number 124
THIS INTERLOCAL AGREEMENT (the "Agreement") by and between Miami -Dade
County, a political subdivision of the State of Florica'(the `County"), through its governing
body, the Board of County Commissioners of Miami -Dade County; Florida (the "Board") and
the City of Miami, Florida, a municipal corporation organized under the laws of the State of
Florida, through its governing body, the Mayor and Council of the Citywof Miami, Florida (the
"City") is entered into this day of A2,014.
WHEREAS, on July 20, 2004 it,
R-914-04, R-915-04, R 916 04, R-917
$2.926 billion in generaloblgation bonds for cap,ita
majority of those votin a roved the bond Ow
j Y g}pp p.
TNESSET
enacted Resolution Nos. R-912-04, R-913-04,
-and R 919 04 authorizing the issuance of
rojects and on November 2, 2004, a
:GOB Program"); and
WHEREAS, Resolution No. R-914-04 was one of those resolutions and it approved the
issuance of general obligationboni s'in the aggregate principal amount of $352,162,000 "to
construct$ anc , .improve walkv ays bikeways bridges and access to the Seaport, and other
municipal ,' -`and neighborhood infrastructure (improvements to enhance quality of life" in
accordance with the projects Listed onsAppendix A to the Resolution ("Appendix A"); and
WHEREAS, one of they projects`listed on Appendix A was Project 124 entitled
"Economic Development Fund" with a project description of "[p]rovide infrastructure
improvements to spureconomic% de velopment and attract new businesses to the community and
to create jobs" ("Project
WHEREAS, the Boardin Resolution No. R-616-14 adopted on July 1, 2014 approved an
allocation not to exceed $6,000,000 ("Funding Allocation") to the City from Project124 for
certain public infrastructure improvements described in Exhibit A to this Agreement ("Project")
in connection with the reconstruction of Flagler Street in downtown Miami that will attract new
development, investment and businesses and result in the creation of new permanent jobs in
Miami's downtown central business district as described in Exhibit 13 to this Agreement; and
WHEREAS, the County anticipates funding the full amount of the Funding Allocation
($6,000,000) in Fiscal Year 2014-15 in accordance with the requirements in Section 2 and the
funding plan in Section 4; and
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480411
WHEREAS, the County and the City wish to enter into this Agreement to set forth the
terms pursuant to which the County will disburse the Funding Allocation to the City; and
WHEREAS, both the City and County have authorized, by resolution, the execution and
delivery of this Agreement,
NOW THEREFORE, the parties agree as follows:
Section 1. Parties, Effective Date and Term. The parties to this Agreement are the City
and the County. The County Mayor has delegated the responsibility of administering this
Agreement to the County's Office of Management and Budget or its successor or assigns
("OMB").
This Agreement shall take effect upon the date written aboye upon its execution by the
authorized officers of the County and the City And shall terminate upon the satisfaction and
completion of all the terms and conditions by eCounty and the City.
Section 2. Funding Requirements and "Reimbursement Schedule Subject to the
availability of GOB bond/note proceeds ("Funds"), the requirements in this Section 2, the
funding plan in Section 4 and the terms ,of this Agreement, the County agrees to make
disbursements to the City, as soon as is practical, from available: Funds, after receipt of invoices
from the City for eligible capital costs incurred m connection with the Project. With each
request for reimbursement, li City shall also provide a •tten statement that (a) the City is not
in default pursuant to}s approv
the provisions of this Agreement; (b7 the Project has not been materially
altered without the County'al; (c) all :requirements of the funding plan in Section 4
have been met; and (d)Ihereimbursement is in compliance with the IRC Reimbursement Rules
defined below in this Section
Funds shall be disbursed n a reit ursement basis in accordance with the County's
BBC GOB Administrative Rules wh ch are attached as Attachment 1 ("Administrative Rules")
and incorporated in this Agreement by reference. Other than the Funding Allocation pursuant to
this Agreement, the County has no obligation to provide the City with any financial support in
excess of the Funding Allocation. Cost overruns are the sole responsibility of the City. City
understands and agrees that reimbursements to the City shall be made in accordance with
federal laws governing,;_ he BBC GOB Program, specifically the Internal Revenue Code of 1986
and the regulations promulgated under it. Any reimbursement request by the City for eligible
Project expenses shall be made no later than eighteen (18) months after the later of (a) the date
the original expenditure is paid, or (b) the date the Project is placed in service or abandoned, but
in no event more than three (3) years after the original expenditure is paid by the City (the "IRC
Reimbursement Rules").
It is anticipated that the Project shall be placed in service by September 30, 2016 which
is the expected completion date of the Flagler Street Reconstruction Project. For purposes of
this Agreement, "placed in service" shall mean the date on which the Project is certified as
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480411
completed by the City of Miami. Any significant delay in completion may impact the County's
ability to reimburse the City due to the IRC Reimbursement Rules.
The County shall only be obligated to reimburse the City provided the City is not in
breach of this Agreement and from available Funds and no other revenues of the County. The
Funding Allocation shall be reduced by the amount of Funds disbursed from time to time
pursuant to this Agreement. The County shall administer, in accordance with the
Administrative Rules, available Funds as authorized by Board Resolutions.
Section 3. Project Description. The Project scope includes a complete reconstruction
of Flagler Street between Biscayne Blvd and SW 1st Street,' described in Resolution No. R-
616-14 adopted by the Board. The Project is a major infrastructure improvement that will
enhance the quality of life which includes the construction and improvement of walkways, road
access, and traffic mitigation. The Project will ,protect and°leverage the historic assets of
Flagler Street, such as the Olympia Theater, whil promoting qualityretail and restaurants. The
road will be lowered and designed to follow pew curb and gutter secflon. Parallel parking will
be removed to accommodate wider sidewalks, ,, to be replaced with intermittent bays for
centralized valet. New trees will be planted that pwill provide a dense re canopy to shade
pedestrian activity. Cohesive design elements, such as landscaping, street furniture, signs, and
public art will be added. Utilities a7o`ng the corridor will be relocated and/or replaced as
necessary to accommodate the new drainage system and new trees proposed for the project. The
capital improvement elements of the Project eligible for functmg from the Funding Allocation
are set forth in Exhibit A.
If the City wishes to revisehe Projectfor the urposeof completing the Project and such
revisions substantiallytalter the Itcject, the �ity shall notifyOMB in writing. OMB shall
submit the request to the Vlayor and/or Board for,consideration as soon as it is practical. It is
understood that the reviewprocess'rnay take up toyiinety days (90).
ection 4. Funding Plan The total cost of the Project is approximately
$13,00�,000. Of that amount, the ty is responsible for approximately $7,000,000 from its
own funds and the Countyvwll func[6,000,000 from the Funding Allocation. The Funding
Allocation s111 only reimbu ertnthe City; for expenses set forth in Exhibit A which include
eligible soft costs,up, to 17% of the Funding Allocation and eligible capital costs of the Project.
No portion of the Funding Alloocation shall be used to reimburse the City for working capital
expenses i.e. security traffics iitrol. The City shall demonstrate that its share of the Project
costs (approximately $7,000,000) is available before the County makes its initial disbursement to
the Cityfrom the FundingAllocation. Each invoice from the Citysubmitted to the Countyfor
'�
reimbursement shall include evidence that the City funded a like amount of capital costs for
which it is not seeking reimbursement (i.e. $1 million reimbursement from the County is
matched by $1 million investment by the City).
Section 5. Compliance with Laws. Each party agrees to abide by and be governed
by all Applicable Laws necessary for the development and completion of the Project.
"Applicable Law" means any applicable law (including, without limitation, any environmental
law), enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order,
rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate,
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license, authorization, or other direction or requirement of any governmental authority, political
subdivision, or any division or department thereof, now existing or hereinafter enacted, adopted,
promulgated, entered, or issued. Notwithstanding the foregoing, "Applicable Laws" and
"applicable laws" shall expressly include, without limitation, all applicable zoning, land use, DRI
and Florida Building Code requirements and regulations, all applicable impact fee requirements,
all requirements of Florida Statutes, specifically including, but not limited to, Section 255.05
related to payment and performance bonds, Section 255.20 related to contractor selection and
Section 287.055 related to competitive selection of architects and engineers, all requirements of
Chapters 119 and 286 of the Florida Statutes, Section 2-11.15 of the Code (Art in Public Places),
and all other applicable requirements contained in this Agreement and Exhibit 1, which is hereby
incorporated in this Agreement by this reference.
Section 6. City Obligations. All records ofe City and its contractors pertaining to
the Project shall be maintained in Miami -Dade Couhnty and, upon reasonable notice shall be
made available to representatives of the County I'''''addition, the of Inspector General of
Miami -Dade County shall have access thereeoif r any of the purposes. provided in Section 2-
1076 of the Code of Miami -Dade County.
The City shall cause each contract
with all requirements of Section 2
accounts of expenditures for contras
maintained within Miami -Dade Courr
thereto as provided in this Agreement.
to include a provision that contractor shall comply
and that contractor will maintain all files, records,
ortion of the=:work and that such records shall be
raphical area and the County shall have access
The City shallcomplywith the requirements` of Florida Statutes related to retainage of
funds due a contractor nd shall include appropriate language n its construction contracts and
shall require the contractor to include,^such language in its subcontracts.
All app Ica ble Coun
ti.
Orders,:- n the Coun``
website."miamidade.gov
ales, Regulations, Ordinances, Resolutions, Administrative
arter referenced in his Agreement are posted on the County's
Section 7 Accounting, Financial Review, Access to Records and Audits. The City
shall maintain adequate records<to justify all charges, expenses, and costs incurred which
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represent the funded £;portion of tle Project for at least three (3) years after completion of the
Project. The County shall have access to all books, records, and documents as required in this
section for the purpose ofnspection or auditing during normal business hours.
Pursuant to Section 2-1076 of the Miami -Dade County Code, the County shall have the
right to engage the services of an Independent Private -Sector Inspector General ("IPSIG") to
monitor and investigate compliance with the terms of this Agreement. THE MIAMI-DADE
COUNTY OFFICE OF THE INSPECTOR GENERAL ("OIG") shall have the authority and
power to review past, present and proposed County programs, accounts, records, contracts and
transactions, and contracts such as this Agreement for improvements some cost of which is
funded with County funds.
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As such, the OIG may, on a random basis, perform audits on this Agreement throughout
the duration of said Agreement (hereinafter "random audits"). This random audit is separate and
distinct from any other audit by the County.
The OIG shall have the power to retain and coordinate the services of an IPSIG who may
be engaged to perform said random audits, as well as audit, investigate, monitor, oversee, inspect,
and review the operations, activities and performance and procurement process including, but not
limited to, project design, establishment of bid specifications, bid submittals, activities of the City
and contractor and their respective officers, agents and employees, lobbyists, subcontractors,
materialmen, staff and elected officials in order to ensure compliance with contract specifications
and detect corruption and fraud. The OIG shall have the»power to subpoena witnesses,
administer oaths and require the production of records. Upon fen (10) days written notice to the
City(and any affected contractor and materialman)romrOIG, the City(and any affected
contractor and materialman) shall make all requested records aril documents available to the OIG
for inspection and copying.
The OIG shall have the power to re`ort and/or recommend totthe Board whether a
particular project, program, contract or transaction is: or was necessary and, if deemed necessary,
whether the method used for implementing the project or pprogram is or was efficient both
financially and operationally. Monitoring of an e existing projct or program may'include reporting
whether the project is on time, within,..;:budget and in conformity with plans, specifications, and
applicable law. The DIG shall have the power�toanalyze the need for, and reasonableness of,
proposed change orders.'
The OIG is ufhorized to,�x nvestigate fan
•Business Ethics, pursuant
Miami fade County;
The provisions in flies Sectiox shall apply to the Municipality, its contractors and their
respective officers agents wand employees . The City shall incorporate the provisions in this
SectiodIC1 contracts;and all 'other agreements executed by its contractors in connection with
the performance of this Agreement Any rights that the County has under this Section shall not
be the basis =for any liability to accrue to. the County from the Municipality, its contractors or
third parties for such monitoring or investigation or for the failure to have conducted such
monitoring or investigation andIlie County shall have no obligation to exercise any of its rights
for the benefit of the Municipality. This provision shall survive the early termination and/or the
expiration of this Agreement,
Section 8. Relationship of the Parties. The parties agree that the City is an
independent entity responsible solely for the Project and not an agent or servant of the County.
No party or its officers, elected or appointed officials, employees, agents, independent
contractors or consultants shall be considered employees or agents of any other party, nor to have
been authorized to incur any expense on behalf of any other party, nor to act for or to bind any
other party, nor shall an employee claim any right in or entitlement to any pension, workers'
compensation benefit, unemployment compensation, civil service or other employee rights or
privileges granted by operation of law or otherwise, except through and against the entity by
whom they are employed.
violation by a contractor of its Code of
e Section 2.8.1.
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Section 9. Liability. The parties to this Agreement shall not be deemed to assume
any liability for the negligent or wrongful acts, or omissions of the other party. Nothing
contained herein shall be construed as a waiver, by either party, of the liability limits established
in Section 768.28 of the Florida Statutes. The City acknowledges that the County, its employees,
Commissioners and agents are solely providing funding assistance for the Project and are not
involved in the design, construction, operation or maintenance of the Project.
Section 10. Breach, Opportunity to Cure and Termination.
(a) Each of the following shall constitute a default b=y; the City:
(1) If the City uses all or any portion of the Funding Allocation for costs
not associated with the Project(i e ; ineligible costs), and the City fails
to cure its default within thirty (30)4A4ys after written notice of the
default is given to the by the Coun4f provided, however, that if
not reasonably possible to cure such default within the thirty (30) day
period, such cure period shall be extended for up to one hundred eighty
(180) days following the, £date of the. original notice• if within thirty (30)
days after such written' notice the City commences diligently and
thereafter ontinues to cure
(2) If the City shall breach any of the other covenants or provisions in this
Agreement other than as referred to ;i Section 9(a)(1) and the City
s4okcure its default withitilurty (30)ays after written notice of the
efault is given to}the C.ity.by the County; provided, however, that if
not reasonably possible 4to cure such'°'default within the thirty (30) day
Y c
eriod, stch cure periodshall be extended for up to one hundred eighty
Allowing the date of the original notice if within thirty (30)
fter such Witten notice the City commences diligently and
er :continues tojeure.
ty fails to complete the Project within three (3) years of the
effective date Hof#this Interlocal Agreement'
s.
(b) The#following saalt constitute a default by the County:
f (3)
(1)
(c) Remedies:
aunty shall breach any of the covenants or provisions in this
eement and the County fails to cure its default within thirty (30)
ayst after written notice of the default is given to the County by the
Municipality; provided, however, that if not reasonably possible to
cure such default within the thirty (30) day period, such cure period
shall be extended for up to one hundred eighty (180) days following
the date of the original notice if within thirty (30) days after such
written notice the County commences diligently and thereafter
continues to cure.
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(1)
Upon the occurrence of a default as provided in Section 9(a)(1) and
such default is not cured within the applicable grace period, in
addition to all other remedies conferred by this Agreement, the City
shall reimburse the County, in whole or in part as the County shall
determine, all funds provided by the County hereunder.
(2) Either party may institute litigation to recover damages for any default
or to obtain any other remedy at law or in equity (including specific
performance, permanent, preliminary or temporary injunctive relief,
and any other kind of equitable remedy).
(3)
Except with respect to rights and remedies expressly declared to be
exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by -any party of one or more of such rights
or remedies shall notspreelude the exercise by it, at the same or
different times, of any.otl er rights or remedies, for the same default or
any other default.
(4) Any failures}of a party to exercise Y riy right or remdy e, as provided in
this AgreI ent shall not beydeemed a waiver by that party of any
claim for damagestrit may have byreason of the default.
(d) Termination:
otwithstanding anything herein to>tthe contrary, either party shall
have theright to terminate this Agreement, by giving written notice of
ermina'tion to the other party, in the event that the other party is in
reach of this greement.
ermmation of this Agreement by any Party is not effective until five
business days following receipt of the written notice of
termination:
on_termination of this Agreement pursuant to Section 9(d)(l) above,
y shall have any further liability or obligation to the other party
xcept` as expressly set forth in this Agreement; provided that no party
shall be relieved of any liability for breach of this Agreement for
events or obligations arising prior to such termination.
Section 11. Litigation Costs/Venue. In the event that the City or the County institutes
any action or suit to enforce the provisions of this Agreement, the prevailing party in such
litigation shall be entitled to reasonable costs and attorney's fees at the trial, appellate and post -
judgment levels. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. The County and the City agree to submit to service of process and
jurisdiction of the State of Florida for any controversy or claim arising out of or relating to this
Agreement or a breach of this Agreement. Venue for any court action between the parties for
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any such controversy arising from or related to this Agreement shall be in the Eleventh Judicial
Circuit in and for Miami -Dade County, Florida, or in the United States District Court for the
Southern District of Florida, in Miami -Dade County, Florida.
permissible for the publicity purposes stated herein The City sliall,submit sample of mockup of
such publicity or materials • o vthe County for review and approval 'he City shall ensure that all
media representativewhen inquiring about the >Project(s) ;funded by the Agreement, are
informed that the Coun is its fundingsource.
Section 12. Naming Rights and Advertisements. It is understood and agreed between
the parties hereto that the City is funded by Miami -Dade County. Further, by acceptance of
these funds, the City agrees that Project(s) funded by this Agreement shall recognize and
adequately reference the County as a funding source. In the event that any naming rights or
advertisement space is offered on a facility constructed or improved with BBC GOB Program
funds, then Miami -Dade County's name, logo, and slogan shall appear on the facility not less
than once and equal to half the number of times the mosyrequent sponsor or advertiser is
named, whichever is greater. Lettering used for Miami -Dade County will be no less than 75% of
the size of the largest lettering used for any sponsor or{adverb.ser unless waived by the Board.
The City shall ensure that all publicity, public relations; advertisements and signs recognize and
reference the County for the support of all ProjectW This is to include, but is not limited to, all
posted signs, pamphlets, wall plaques, cornerstones dedications, notices, flyers, brochures, news
releases, media packages, promotions and stationery. In particular, the must include the
following credit line in all promotional marketing materials related to this funding including web
sites, news and press releases, public service announcements, 'broadcast media, programs, and
publications: "THIS PROJECTS CIS SUPPORTED BY THE BUILDING BETTER
COMMUNITIES BOND PROGRAMTHE MAYOR AND BOARD OF COUNTY
COMMISSIONERS OF MIAMI-DADS C OUNTY." The'4use. of the official County logo is
v` Y
Section43 Notice .,Any°notice, copse t nor other communication required to be given
under tlushAgreement shall beinlwriting, and shall b considered given when delivered in person
or sent bye facsimile or electronic5ail (provided that any notice sent by facsimile or electronic
mail shall simultaneously Abe mail
personal delivery, overnight courier or certified mail as
provided herein), one (1) business day after being sent by reputable overnight carrier or three (3)
,aft business days er being mailedsby certified mail, return receipt requested, to the parties at the
addresses set forth b*:?such (or =_such other address as a party may specify by notice given
pursuant to this Sectionto the other party):
The County:
County Mayor
Miami -Dade County, Stephen P. Clark Center
111 NW 1 Street, Suite 2910
Miami, Florida 33128
With a copy to:
Director, Office of Management and Budget
111 NW 1 Street, Suite 2210
Miami, Florida 33128
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The City:
City Manager
City of Miami
Miami, Florida 331
480411
Section 14. Modification and Amendment. Except as expressly permitted herein to
the contrary, no modification, amendment or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document executed with the same
formality and equal dignity herewith.
Section 15. Joint Preparation. The preparation of this Agreement has been a joint
effort of the parties, and the resulting document shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties than the other.
Section 16. Headings. Captions and headings in ,this Agreement are for ease of
reference only and do not constitute a part of this Agreement}and° shall not affect the meaning or
interpretation of any provisions herein.
Section 17. Waiver. There shall be nowaiver of any,ght related to this Agreement
unless in writing and signed by the party waiving such right. No delay or failure to exercise a
right under this Agreement shall impair such. igh"t=hor shall be construed to be a waiver thereof.
Any waiver shall be limited to the particular right so waived and shall nibttbe deemed a waiver of
the same right at a later time or of any other right sander this Agreement. Waiver by any party of
any breach of any provision of this Agreement' shall no43e consideredka"s or constitute a
continuing waiver or a waiver of kny/ether breach of the same or any other `rovision of this
Agreement.
Section 18. Representation of the, City. y?'he City represents that this Agreement has
been duly authorized by the iV ayor and Council, as the governing' body of the City, and the City
Manager or designee„jias beefs rgranted the required power„ and authority to execute this
Agreement. The City�agrees to: (a) maintain the 'roject for dVinimum of 25 years; (b) keep the
Project open safely and properly maintained for all Miami -Dade County residents; and (c) accept
and comply with the =ales as stated in Attachment 1 and as may hereafter be
amended;. `
Section 19. Representation of the County. The County represents that this
Agreement- as been duly apt?royed, executed and delivered by the Board, as the governing body
of the County, Rand it has granted the Miami -Dade County Mayor or Mayor's designee the
required power and ,authority to execute this Agreement. Subject to the conditions set forth in
this Agreement, the County agrees- to provide the Funding Allocation to the City for the purpose
of developing and improving the 'roject in accordance with each of the attached Exhibit Forms,
incorporated herein as Exhibits'A-J of Attachment 1 (Administrative Rules). In addition to the
other conditions set forth in'"this Agreement, Miami -Dade County shall only be obligated to
reimburse the City provided the City is not in breach of this Agreement and the City has
demonstrated that it has adequate funds to complete the Project. The County shall administer, in
accordance with the appropriate regulations, the funds available from the BBC GOB Program as
authorized by Board Resolutions. Any and all reimbursement obligations of the County shall be
fully subject to and contingent upon the availability of funding from the County for the specific
purpose contained herein. The City shall be solely responsible for submitting all documentation,
as required by the specific Administrative Rules incorporated herein as Attachment 1, to the
County Mayor or his designee for this purpose.
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Section 20. Invalidity of Provisions, Severability. Wherever possible, each provision
of the Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this
Agreement, provided that the material purposes of this Agreement can be determined and
effectuated.
Section 21. Indemnity. The City does hereby agree to indemnify and hold
harmless the County to the extent and within the limitations of,Section 768.28 Florida Statutes,
subject to the provisions of that Statute, whereby the City shall not be held liable to pay a
personal injury or property damage claim or judgment by}any one person which exceeds the sum
of $200,000, or any claim or judgments or portions thereof, which when totaled with all other
occurrences, exceeds the sum of $300,000 from any and?all personal injury or property damage
claims, liabilities, losses or causes of action whAigay arise solely as a result of the negligence
of the City. However, nothing herein shall be deemed to indemnify the County from any liability
or claim arising out of the negligent performance or failure of performance.of the County or any
unrelated third party.
The County does hereby agree to indemnify and`hold-harmless the City o the extent and
within the limitations of Section 76828 Florida Statutes, subject to the provisions of that Statute,
whereby the County shall not be held liable to pay a personal injury or property damage claim or
judgment by any one person which exceeds the sum of $200,000kor any claim or judgments or
portions thereof, whichvhenitotaled with all other :occurrences exceeds the sum of $300,000
from any and all personal'`injuryor property damage claims, liabilities, losses or causes of action
which may arise solely as a result of the negligence of the county. However, nothing herein
YJ '-
shall be deemed to indemnify the` City from any liability or claim arising out of the negligent
performance At failure of performance -of the City or any unrelated third party.
=
ection 22. issignment . The City > hay not assign all or any portion of this
Agreement without the prior )written consent of the County.
Section 23 Entiretyoof Agreerrient. This Agreement, and the attachments thereto,
incorporates and i cludes all prior; negotiations, correspondence, conversations, agreements, and
understandings applicable to the matters contained in this Agreement. The parties agree that
there are no commitments, agreements, or understandings concerning the subject matter of this
Agreement that are not contained in this Agreement, and that this Agreement contains the entire
agreement between the parties as to all matters contained herein. Accordingly, it is agreed that
no deviation from the terms hereof shall be predicated upon any prior representations or
agreements, whether oral or written. It is further agreed that any oral representations or
modifications concerning this Agreement shall be of no force or effect, and that this Agreement
may be modified, altered or amended only by a written amendment duly executed by both parties
hereto or their authorized representatives.
IN WITNESS THEREOF, the parties through their duly authorized representatives
hereby execute this AGREEMENT with an effective date of , 2014.
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Approved by County Attorney as
to form and legal sufficienc
City of Miami, Florida
By:
City Mayor
,CLERK
Attest:
Date
By:
Clerk Date
By:
Count3VI`ayor
OARVEY RUV
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