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Exhibit - Agreement
MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 AGREEMENT FOR WATER AND SANITARY SEWER FACILITIES BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI This instrument prepared by: Douglas Pile, Esq. New Business Section Miami -Dade Water and Sewer Department 3575 S. LeJeune Road Miami, Florida 33146-2221 i7/ MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 THIS AGREEMENT, made and entered into at Miami -Dade County, Florida, this day of , 2015, by and between Miami -Dade County, a olitical 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 Florida municipal corporation, hereinafter designated as the "CITY", whose mailing address is: 444 S.W. 2 Avenue, Suite 325, Miami, Florida 33130. WITNESSETH: WHEREAS, the CITY desires water and sewer service to be rendered to property owned by the CITY, and WHEREAS, the Miami -Dade Water and Sewer Department, hereinafter designated as the "DEPARTMENT", operates the water and sewer 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: 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 shall 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 sewage system is subject to the terms, covenants and conditions set forth in court orders, judgments, consent orders, consent decrees and the like entered into between the COUNTY and the United States, the State of Florida and/or any other governmental entity, including but not limited to, the Consent Decree entered on April 9, 2014, in the United States of America, State of Florida Page 2of15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 and State of Florida Department of Environmental Protection v. Miami -Dade County, Case No. 1:12-cv 24400-FAM, as well as 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 CITY'S 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 service is provided directly by the COUNTY, the CITY acknowledges that it is a new retail customer of the COUNTY and accordingly also liable for payment of connection charges. The CITY maybe considered both a new retail customer and a new retail user provided service by a volume customer in the event that the COUNTY provides water service to the CITY'S property and 'a volume customer provides 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 "B" attached hereto and made a part hereof, and as revised by the COUNTY from time to time, multiplied by the applicable rates established by the COUNTY. The CITY intends to construct and connect to the COUNTY'S water and sewer systems off -site improvements near the Miami Marine Stadium, with no new domestic water or sewer connection, representing no average daily gallonage increase. Therefore, there are no connection charges due. 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. The DEPARTMENT'S current connection charge rates are one dollar 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 by the Board of County Commissioners at any time. The CITY shall pay fees and/or charges specified herein at the time of issuance of Verifications Form(s). The DEPARTMENT shall not, under any circumstances, render water and/or sewer . service to the CITY'S property until such time as the fees and/or charges specified herein have been paid in full. 5. OTHER USES ON THE PROPERTY. If the CITY constructs buildings other than the off -site improvements 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 and as revised by the COUNTY from time to Page 3 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 time. If additional capacity is required, connection charges, computed at prevailing rates, capacity allocation, if available, and construction connection charges, if any, shall be required to be paid 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 and/or rendition of sewer service by the COUNTY for the CITY'S property. 6. POINTS OF CONNECTION. The. COUNTY owns and operates an existing twelve (12) inch water main (E 8736-3) in Rickenbacker Causeway abutting the southwestern boundary of the property at the main entrance to the Marine Stadium and Flex Park, to which the CITY shall connect and extend a twelve (12) inch water main northeasterly across Rickenbacker Causeway to the right-of-way line (southwestern boundary of the property), then within the property in an easement and in a looped. system connecting back to the aforementioned twelve (12) inch water main in Rickenbacker Causeway. Any other public water main extension within the property shall be twelve (12) inches minimum in diameter. If two (2) or more fire hydrants are to be connected to a public water main extension within the property, then the water system shall be looped with two (2) points of connection. The COUNTY also owns and operates an existing eight (8) inch gravity sewer main (ES 218-1) located within and close to the southeastern boundary of the property, and extend an eight (8) inch gravity sewer main at full depth within the property in an easement to a point as required to replace the aforementioned existing gravity sewers and to provide service to the subject project's property. If unity of title does not apply, then any gravity sewer within the property shall be public and eight (8) inch minimum in diameter. Other points of connection may be establishedsubject to approval of the DEPARTMENT. 7. 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 and Construction Standard Specifications and Details", and shall be subject to approval by the DEPARTMENT. 8. 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 Page 4 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 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. 9. 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 towitness 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. 10. CONSTRUCTION MEETINGS. The COUNTY reserves the right to schedule construction meetings with the CITY'S representatives (Engineer, Project Manager, Construction Superintendent and others) at a place designated by the COUNTY with respect to project related matters upon twenty-four (24) hours notice. 11. REMOVAL/RELOCATION OF FACILITIES. The CITY hereby acknowledges and agrees that any existing COUNTY water and/or sewer facilities and all appurtenances including fire hydrants within the CITY'S property that will conflict with proposed development must be removed and/or relocated, and all easements associated with said facilities released and/or relocated. Said relocation and/or removal of facilities shall be performed by orfor 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/or sewer facilities and releasing and/or relocating of associated easements are conditions precedent to the issuance of water and sewer verification forms for construction of those proposed buildings that conflict with said water and/or sewer facilities, unless the DEPARTMENT is able to protect its facilities and/or associated easements through a "hold". on the foundation inspection that is issued in conjunction with Miami -Dade Department of Regulatory and Economic Resources (RER). The determination of the availability for placement of said hold shall be within the sole discretion of the DEPARTMENT. Those projects that are not within the jurisdiction of the COUNTY'S building permitting process shall not be eligible for consideration of that hold. 12. PROTECTED WETLANDS. Please be advised that the subject property falls within protected wetland areas. The CITY is not authorized to commence any work or activities pursuant to this permit until the CITY obtains any and all approvals or permits, if Page 5 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 necessary, from the County's Department of Regulatory and Economic Resources (RER). Please be advised that; even after work commences, if the County is advised by the Federal Government, the State of Florida, or a court that an activity on the subject property is in violation of Federal law, in violation of Florida law, or in violation of a permit or approval granted by the Federal Government, such violation may result in an immediate stop work order. The CITY is strongly advised to consult with the necessary federal or state agencies before conducting any work or activities on the property. Please be aware that the Federal Government may require certain actions or protections on the property, and this may result in the need to modify the plans for the property. Therefore, it is recommended that the CITY consult with the Federal Government at an early stage in the process: In the event that the Federal Government advises that the plans for the subject property may result in a "take" of endangered or threatened species, the CITY is strongly recommended to inform the County in writing at the earliest stage possible. 13. 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. 14. 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 activitiescontemplated herein. 15: 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 obtaining all permits as may required for the work contemplated herein pursuant to the Code of Miami -Dade County. 16. 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 Page 6 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 Coast Railroad may require that the COUNTY be named as permittee for certain construction activities even though the CITY or 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 claimsfrom the security. The CITY shall be liable for all costs in excess of the security. 17. 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 sewer system and connection approval, as specified in paragraph 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 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. 18. FACILITIES EASEMENTS. If the facilities contemplated herein or any portion thereof are installed within private property outside of public right-of-way, the 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) Page 7of15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 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. The CITY may not place any pavers or other structures in an easement area which would prevent the DEPARTMENT, at its sole discretion, from making full use of the easement, and the CITY shall remove same, at the CITY'S cost, at the direction of the COUNTY. The CITY may place pavers or other structures in the easement area if such pavers or other structures can be removed, with minimal effort by the DEPARTMENT, in the event that such pavers or other structures need to be removed in order for the DEPARTMENT to make use of the easement; the CITY places such pavers or other structures in the easement area at its own risk, and the DEPARTMENT shall not be liable for any costs incurred by the CITY in replacing any such pavers or other structures removed by the DEPARTMENT. 19. CONNECTION/FRONTAGE BY OTHERS. Parties other than the CITY who own property, other than the CITY'S property, which has frontage to any water main and/or gravity sewer maininstalled pursuant to this Agreement, may apply to the COUNTY for connections to said water main and/ or gravity sewer main. If said parties actually connect and/or abut said facilities, the COUNTY will impose a construction connection charge equal to twenty-nine dollars ($29.00) for the eight (8) inch gravity sewer and thirty-five dollars ($35,00) for the twelve (12) inch water main, multiplied by the front foot length of the connecting/abutting property which fronts and/or abuts the water main and/or gravity sewer main as measured along the route of the main. The COUNTY will also impose construction connection charges on such other parties if said water main and/or gravity sewer main is required, in accordance with guidelines and criteria established by the DEPARTMENT, in order to provide adequate service for the fronting/abutting property. Said construction connection charges will not be required or collected from other parties for single-family residences occupied or under construction prior to the date of this Agreement. The COUNTY shall repay said construction connection charges to the CITY within one hundred eighty (180) days of receipt of same. However, the COUNTY'S .liability for repayment to the CITY shall be limited to those amounts actually collected from others. This provision shall remain in effect for a period of twelve (12) years from the date of the Absolute Bill of Sale for the water main and/or gravity sewer main facilities constructed by the CITY. Per annum simple interest as established and authorized by Section 687.01, Florida Statutes, will accrue on all construction connection charges from the date of the Absolute Bill of Sale for the water main and/or gravity sewer main facilities constructed by the CITY to the date of payment by the connecting/abutting party. The interest rate used shall be the rate established by Section 687.01, Florida Statutes, at the time of payment by the connecting/abutting party. It shall be the CITY'S responsibility to provide the COUNTY with current mailing addresses during the Page 8 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 twelve (12) year period. In accordance with the DEPARTMENT'S "Schedule of Water and Wastewater Fees and Charges" the DEPARTMENT shall retain a "Developer Repayment Fee" currently in the amount of 2.5% of the gross repayment amount established herein. This fee is subject to revision by the Board of County Commissioners at any time. The fee percentage used will be the current rate at the time of the payment. 20. 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 herein. Failure of the CITY to provide proper conveyances shall be cause for the COUNTY to refuse to render service to the CITY'S property. 21. 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 of lien, 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 CITY'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 five (5) 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. 22. 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 Page 9 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 deliver to the COUNTY an executed maintenance bond or alternate security deposit. acceptable to the DEPARTMENT, which guarantees the warranty. If it becomes necessary to repair and/or replace any of the facilities during the 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 all defects in materials or improper performance of work. If there is no building construction underway within the CITY'S 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. 23. 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: Page 10 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 a. After execution of this Agreement, work on the water and/or sewer facilities shall commence within three hundred sixty-five (365) 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. 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 three hundred sixty-five (365) 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. 24. INDEMNIFICATION CLAUSE. The CITY shall indemnify and hold harmless the COUNTY and its officers, employees, agents and instrumentalities from anyand 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 defend the COUNTY or its officers, employees, agents and instrumentalities as herein provided, subject to the limitations set forth in Section 768.28, Florida Statutes. The provisions in this clause shall survive the termination or expiration of this Agreement. 25. 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 Page 11 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 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. 26. 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. 27. 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. 28. 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 Regulatory and Economic Resources (RER) 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 execute such documents, the CITY agrees to indemnify and hold the COUNTY harmless from and against all 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. 29. 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 Page 12 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 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 liable to the COUNTY for all sums of money and all obligations due hereunder unless released in writing by the COUNTY, subject to the limitations set forth in Section 768.28, Florida Statutes. 30. 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. 31. 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 2 of this Agreement or addresses otherwise properly furnished. 32. 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. 33. FLORIDA LAW. This Agreement shall be interpreted under Florida law. Venue for any litigation relating to this Agreement shall be had in Miami -Dade County, Florida. 34. SEVERABILITY. If any section, subsection, sentence, clause or provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected by such invalidity. Page 13of15• MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 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 signature By: print name signature print name STATE OF FLORIDA COUNTY OF MIAMI-DADE Tom Marko, Development Coordinator For: Lester Sola, Director Miami -Dade Water and Sewer Department The foregoing instrument was acknowledged before. me this day of 2015; by Tom Marko, Development Coordinator, for Lester Sala, Director, of the Miami -Dade Water and Sewer Department, who is personally known to me and did not take an oath. Notary Public print name Serial Number Page 14of15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 ATTEST: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By,: (SEAL) By: (SEAL) City Clerk City Manager AFFIX CITY SEAL Approved as to Legal Form and Sufficiency City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2015, by , as City Manager, and , as City Clerk, of City of Miami, a Florida municipal corporation of the State of Florida. They are personally known to me or have produced as identification and did/did not take an oath. Notary Public print name Serial Number Approved for Legal Sufficiency: Assistant County Attorney Page 15 of 15 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 EXHIBIT "A" OF AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI LEGAL DESCRIPTION ARTICLC'III.... U;QAI. CESCNP710111 All Mal lot, Plots 0t pars l of fond, alp lying ond Y Qti lr $ action otor nd,6gun4nhos t40001ltilzlPaige 92 tort, 0n the Mond of Vi glnla Kay1 City of Mfamb Mlgml-9ada Count'', Florida, Me sumo n9 r COMMENCE. of the Soalhoost. caaar of road 5aotton 17; Moos NOff664-9'1'f clang Om South Due of said Sool1/26 17 for 2459,64 fool to d Pnint OF of relerPaotlorl with the Rkiletitittohor U,eCeOterreie which lo moon fully 1ka711 the Plot Records oTit� TAti 0DE COUNTY ©ULNtAC1I10 PPi7 ORaaaordln4 toihePlat there0l,, as recar1ed In Pa1Rao4 a POgs0 of Ihee Pup f Dodo Dainty (low Moroieold -Dodo County), F'iarlde; Woof, doPartiog ad0l South Tina of Sootier 17, 1940'22'07'W filmy raid 0oo00tlno of lho Rkllofiboaser Cooaeay fOr 1244,52 f00U fhenc0 departtnq Contorltna of the Rkk0nbackor Caesarronn 1144'0703"E' for 200,00 foet.la a Polol 01 Interiootf0n e4111 lho Northr0etfdy Right of Way bine of sold Nlakonbackar Caoarnoy vdth said floorrtPoint of haoolwiy Rig rt of Way Ilna of the R4et<s10o also halo the abtroko0 00 14191110 of the (boo o ing laal`mo 200.00 feet N,Stheootordly of, or or urinated 'ink rro sold PONT OF ightanglerthonoo H gor4iiol %troop gib0, of Nat of thtt anhookor fritrIrDST toil iaef3hon eaof the 145'22'47'4 for 205d7 foeµ thane R4444'37'S.i"E forfewb asoo 150,37Pfeel,thenr4g sold Jortheonfroily 646'21'07% for 444.40 18011 theiee S77'49'04"E fore42Q 76 foob lhenaa S44'37'60'1 Ix 70,00 feati thence 246'22'07'E for 297.62 feet; thoac6 t444',17i6,,V4ii for 120,00 feet; Ihenaa 542'22'07"E for 420.09 faell llwnae S41'37'd3'W for 120.00 foot: tkeneo 645.22'67"E fw' 1070.97 festi thopoe 844'07'53'W for 460.00 fad to thou POINT 0P 1f00411I190. Sold Pagel of hand or/Moira 1,110,230 Swam Foot Of' 26339 A000a, rrtoro of fora by oola0Wlkln, Tax Folio Plumbers; 01-4217-000-0110,01-4217-a00^m01fl42 000 0012, 01-4217-000-000030 Property Addreop1 3501-3505 Rlekenhoaker Cougar:4, Mia Ventttg Paean of Oxneretitpl Ovid Seek 1325, Page 249. (Organs; Oord from the Motors of the Intemd lmpfo'mment 1nroSt Fund o1.01e Stott of Flortdo to Ute 011y of Mom!), Peed (look 3090, Pogo 1299 0111 1a1 Rocordo gook 3609, Pogo 160;. 011k1/21 Roo06e Rook 10607, Pose 1604. "A" 1 of 1 MIAMI - DADE WATER AND SEWER DEPARTMENT 3305 3301 >*i. ,'" , 41.3./4> \;.p,„,,--7,- c4 /rGC\ 4006a v.V/11 3505/, /� �50j' ti 3939 N EXHIBIT "A" -1 ' LOCATION SKETCH SCALE: N.T.S -THIS IS NOT A SURVEY - MARINE STADIUM FLEX. PARK DEVELOPMENT AGMT ID# 22304 FOLIO# 01-4217-000-011010030 MIAMI-DADE COUNTY SEC 17-54.42 • APRIL 9, 2015 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 EXHIBIT "B". OF AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI SCHEDULE OF DAILY RATED GALLONAGE FOR VARIOUS OCCUPANCY TYPES OF LAND USES GALLONS PER DAY (GPD) RESIDENTIAL LAND USES Single Family Residence 220 gpd/unit (under 3001 sq. ft) 320 gpd/unit (3001-5000 sq. ft.) 550 gpd/unit (over 5,000 sq. ft.) CITYhouse Residence 180 gpd/unit Apartment 150 gpd/unit Mobile Home Residence/Park 180 gpd/unit Duplex or Twin Home Residence 180 gpd/unit COMMERCIAL LAND USES Barber Shop 15 gpd/100 sq. ft. Beauty Shop 25 gpd/1 00 sq. ft. Bowling Alley 100 gpd/lane Dentist's Office 20 gpd/100 sq. ft. Physician's Office 20 gpd/100 sq. ft. Bar and Cocktail Lounge 20 gpd/100 sq. ft. Restaurant a) Full Service 100 gpd/100 sq. ft. b) Fast -Food 50 gpd/100 sq. ft. c) Take -Out 100 gpd/100 sq. ft. Hotel or Motel 100 gpd/room Office Building (County) 5 gpd/100 sq. ft. Office Building (Other) : 5 gpd/100 sq. ft. Motor Vehicle Service Station 10 gpd/100 sq. ft. Shopping Center/Mall a) Retail/Store 10 gpd/100 sq. ft. Stadium, Racetrack, Ballpark, Fronton, Auditorium, etc. 3 gpd/seat Retail/Store 10 gpd/100 sq. ft. Theater a) Indoor Auditorium 3 gpd/seat b) Outdoor Drive-in 5 gpd/space Camper or R.V. Trailer Park 150 gpd/space Banquet Hall 15 gpd/100 sq. ft• a) With Kitchen 50 gpd/100 sq. ft. "B" 1 of 2 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 TYPES OF LAND USES (CONTINUED) GALLONS PER DAY (GPD) Car Wash a) Hand -Type 350 gpd/bay b) Automated (drive through) 5,500 gpd/bay Coin Laundry 145 gpd/washer Country Club 15 gpd/100 sq. ft. a) With Kitchen 50 gpd/100 sq. ft. Funeral Home 10 gpd/100 sq. ft. Gas Station/Convenience Store/Mini-Mart 450 gpd/unit a) w/ Single Automated Car Wash 1,750 gpd/unit Health Spa or Gym 10 gpd/100 sq. ft. Veterinarian Office 20 gpd/100 sq. ft. Kennel 15 gpd/cage Marina 60 gpd/slip Food Preparation Outlet (Bakeries, Meat Markets, Commissaries, etc.) 35 gpd/100 sq, ft. Pet Grooming 55 gpd/100 sq. ft. INDUSTRIAL LAND USES Airport a) Common Area/Concourse 5 gpd/100 sq. ft. b) Retail/Store 10 gpd/100 se, ft. c) Food Service see restaurant use House of Worship 10 gpd/100 sq. ft. Hospital 250 gpd/bed Nursing/Convalescent Home 150 gpd/bed Public Park a) With toilets only 5 gpd/person b) With toilets and showers 20 gpd/person Other Residential Institution/Facility CLF: 75 gpd/bed JAIL: 150 gpd/bed OTHER: 100 gpd/person School a) Day care/Nursery 20 gpd/100 sq. ft. b) Regular School (with or without cafeteria) 12 gpd/100 sq. ft. Public Swimming Pool Facility 30 gpd/person Industrial a) Warehouse/Spec. Building 1 gpd/100 sq. ft. b) Mini Storage 1,5 gpd/100 sq, ft. c) Industrial - Wet 20 gpd/100 sq. ft. d) Industrial - Dry 2.5 gpd/100 sq. ft. LEGEND: gpd - gallons per day sq. ft, -square feet NOTES: 1) Sewage gallonage refers to sanitary sewage flow on a per unit and/or use basis for average daily flow In gallons per day. 2) Condominiums shall be rated in accordance with the specific type of use (e.g., apartment, CITYhouse, warehouse, etc.), "B" 2 of 2 MARINE STADIUM FLEX PARK DEVELOPMENT, ID# 22304 EXHIBIT "C" OF AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CITY OF MIAMI BUILDING CONNECTION SCHEDULE TYPE AND NUMBER OF UNITS GALLONAGE COMPLETION OF (gpd) BUILDING CONNECTION Construct and connect to the County's water and sewer system: off -site facilities N/A 2015 - 2016 "Cn 1 of 1 *NOTE: The title search period for this original Opinion must cover the time period to within 30 days prior to submittal of signed water and sewer agreements or an assignment. FOR WARRANTY DEEDS, EASEMENTS, COVENANTS AND UNITIES OF TITLE, THE OPINION MUST COVER THE TIME PERIOD THROUGH THE DATE OF EXECUTION OF THE DEED, EASEMENT, COVENANT OR UNITY. MIAMI-DADE COUNTY MIAMI-DADE WATER AND SEWER DEPARTMENT OPINION OF TITLE To: MIAMI DADE COUNTY, a political subdivision of the State of Florida. With the understanding that this original opinion of Title is furnished to MIAMI-DADE COUNTY, FLORIDA, as an inducement for execution of an agreement covering the real property hereinafter described or for acceptance of a warranty deed, easement, covenant or unity of title, as applicable, it is hereby certified that I (we) have examined the City records for the Property as described below: I have searched the Miami Dade County Property Appraiser Public Records and certain City of Miami Municipal Records concerning the City of Miami Facility named Marine Stadium Flex Park Development, located at 3501 Rickenbacker Causeway, City of Miami, Florida 331 (Legal description as it appears in agreement or legal document) Basing my (our) opinion on said complete abstract or title policy covering said period I (we) am (are) of the opinion that on the last mentioned date the fee simple title to the above described real property was vested in: CITY OF MIAMI, a Florida Municipal Corporation. Subject to the following liens, encumbrances and other exceptions: GENERAL EXCEPTIONS 1. All taxes for the year in which this opinion is rendered, unless noted below that such taxes have been paid. 2. Rights of persons other than the above owners who are in possession. 3. Facts that would be disclosed upon accurate survey. 4. Any unrecorded labor, mechanics or materialmen's liens. 5. Zoning and other restrictions imposed by governmental authority SPECIAL EXCEPTIONS ❑ No special exceptions exist ❑ Special exceptions (indicate details on separate sheet) None of the exceptions listed above will restrict the use of the property for the purposes set forth in the water and sewer agreement, assignment, warranty deed, easement, covenant and unity of title, as applicable. I, the undersigned, further certify that I am an attorney -at -law duly admitted to practice law in the State of Florida, and am a member in good standing of the Florida Bar. Respectfully submitted this day of , 2015 Rafael E. Suarez -Rivas, Esq. ASSISTANT CITY ATTORNEY OFFICE OF THE CITY ATTORNEY 444 S.W. 2ND Avenue, Suite 945 Miami, Florida 33130-1910 (305) 416-1800 Florida Bar#