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HomeMy Public PortalAbout16-9257 Brown Law Group to Defend the City against The United States Assoc of CDC Case #2016-024089 Sponsored by: The City Attorney's Office RESOLUTION NO. 16-9257 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY ATTORNEY (THE BROWN LAW GROUP, LLC) TO DEFEND THE CITY IN THE UNITED STATES ASSOC. OF CDC, INC. VS. CITY OF OPA-LOCKA, FLORIDA (CASE NUMBER: 2016-024089 CA-01) LAWSUIT (EXHIBIT "A"); INVOLVING A BREACH OF CONTRACT AND UNJUST ENRICHMENT CLAIM; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has been named as a defendant in the United States Assoc. of CDC, Inc. vs. The City of Opa-Locka (Case No.: 2016-024089 CA-01) lawsuit (EXHIBIT "A"); and WHEREAS, The City must defend itself against the allegations contained within the lawsuit; and WHEREAS, The City Commission believes that it is in the best interest of the City to authorize the City Attorney (The Brown Law Group, LLC) to represent the City in defense of the United States Assoc. of CDC, Inc. vs. The City of Opa-Locka (Case No.: 2016-024089 CA-01) lawsuit (EXHIBIT "A"), including reaching settlement terms, if possible. NOW THEREFORE, BE IT RESOLVED THAT THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Attorney (The Brown Law Group, LLC) is hereby authorized to commence defense on behalf of the City in the United State Assoc. of CDC , Inc. vs. City of Opa-Locka, Florida (Case No.: 2016-024089 CA-01) lawsuit (EXHIBIT "A"). Resolution No. 16-9257 Section 3. This resolution shall take effect immediately upon adoption; and subject to the approval of the State of Florida Financial Oversight Board for the City of Opa-locka, Florida. PASSED AND ADOPTED this 12th day of October, 2016. I / „ter yra L. Taylor Mayor Attest to: Approved as to form and legal sufficiency: Jo0 a Flores Vincent T. Brown, Esq. City Clerk The Brown Law Group, LLC City Attorney Moved by: VICE MAYOR HOLMES Seconded by: COMMISSIONER SANTIAGO Commissioner Vote: 5-0 Commissioner Kelley: YES Commissioner Riley: YES Commissioner Santiago: YES Vice Mayor Holmes: YES Mayor Taylor: YES printing aocument rage i ut r. Filing#46816088 E-Filed 09/22/2016 04:56:49 PM ?01a CT:T H IC: 53 IN THE CIRCUIT'atilitiN424131.Oa A MIAMI-DADE COUNT UNITED STATES ASSOC.OF CDC,INC. a Florida Corporation GENERAL JURISDICTION DIVISION Plaintiffs, Case No: 2016 024089 CA 01 vs. CITY OF OPA LOCKA,aFlorida C /° (e C f Municipal Corporation r le Defendants 1 n n 1)°` iDG I SUMMONS V l 0 I THE STATE OF FLORIDA: �/ �,.. To Each Sheriff of the State: YOU ARE COMMANDED to serve this summons and a copy of the amended complaLt in this lawsuit on defendant CITY OF OPA LOCKA,Attn:Ms.Joana Flores,City Clerk and Mayor Myra Taylor at 780 Fisherman Street,4d'Floor,Opa Locka,Florida 33054 DATED on September_,2016 CLERK OF THE 912912016 COURT (SEAL) HARVEY RUVIN As Clerk of the Court l t ��op,A,•rr- ,,, ,} .. km 309876 By As Deputy Clerk IMPORTANT A lawsuit tas been filed nabs*you,You lam 20 colendrtr days after this summons is served on you to file*written response to the attached complaint with the clerk of this court A phone call will not protect you.Your written response, including the case number given above and the names of the panics.must be tiled if you want the court to hear your side of the awe.Wyatt do not file your response on time.you may lose the case,and your wages,money.and property may thereafter be taken without further wanting from the corm,There are other legal regttiremems.You may wart to call an wormy right away.If you do not know an attorney.you may cal an attorney referral service or a legal aid ofliec(listed in the phone book) Page 1 of 2 • ,. .. • • . • . • prmtmg document rage i o1 z If you choose to file a written response yourself,at the mute time you file your written response to the court you must also moil or rake a copy of your written response to the-Plaintiff/Plaintiff's Attorney"named below. IMPORTANft Used la sido demanded*legulmentu.Thue 20 dins,contados a pair del neclbo de cm uotificacion.punt con testar la dcmanda tuljmda,por cscrilo.y prescatarb ante este tribunal.Una Ramada teleronIcs era to pmlegcm Si usted doses quo el tribunal considcm su defcnsa,dcbc presenter su respuesta par escaito,inaluyendo ci mimeos del caso y los numb=de las pates lateesadas. Si usied no contests la demands a tiatrpa.pudiese perder el case y podria see des pojado de sus ingrssos y propicdadcs,o priv:rdo do ms dcrechas.sin pstaio:wise del tribunal_Easter'afros toquisitos legates.Si to doseu,puede rsted consultors on abogado ism edialamcme.Si no eon=a on abogado.puede itamar a um do las orbitals de asistencia legal quo aparceen en In pia telefonica. Si dam respondera In demands per su cec na,at missmo tiempo en quo pesema su respoesta arse el tribunal,debeta usled tinier por correo o crdregar um copla de so r spuesut a In persona denotruttada abtJo comp-Plaintiff/Plaintiff's Auome(Dermedanlc o Ahogado del Dcnun anie). 11NPORTANT Des poursedtcs judiciares ant eta entreprises corure►vats. VOUS ay=20 jams consecutifs a putir de la date de I'assigaulon de cone citation pour deposer note reponse eerie a In plaints cl jointe aupras de ce trdtulmi.Un simple coup de telephone est instal-maul pour►ous protegee.Vous ctcs obliges de deposer Notre reponse=db.aree mafiosi du numem de dossier el-dessus et du nom des parties nommees ict.$i urns souhaitez qua le tribunal enterde%otre cause.Si►ions ae deposes pas%nu a reponse cerito dans lc rclal fermis,vows risgnez de peruse In anise airsi quo roue orbit;tome argent,et vos biers pcovent core sus part mate,sans amen presnls ulttaieurdu tribunal.It y a Courses obligmioas juridiqucs et►onus ponvez tequcrir lcs services irrmncdiats dun anneal_Si eons NC corn aissea pas d'amaatt, ►vas pourriez telephoner a un service de ruler ace d'atvcats ou a un bureau d`assistamz juddique(figurart a I'anmmire de tcleplwnes). Si►omz cholsissoz de deposer vous-memo one reponse=he,11 taus faudm egatemert.en memo temps qua cede forttrdite.faire ptr^cdr on expedicr lade topic de votro reponse write au"Plaintiff/Plabuiff's Attmry"(Plaignant ou a son moat)immure ci.dcssous. /S!ALEX DEHOHANI.ESQ. Alex Debghani.Esq. Money for Plaintiff 6625 Miami Lakes Drive.Suite 350 bfmmi Lakes.FL 33014 Florida Bar No.0034216 Page 2 of 2 • • • • • • • . /••• TTY f - MIP.e• •1/.a•w Cs.T e7.1T • AI e•• .'.In e.Ir.I.1 e • IN THE CIRCUIT COURT,IN AND FOR MIAMI-DADE COUNTY,FLORIDA UNITED STATES ASSOC. OF CDC,INC. a Florida Corporation GENERAL JURISDICTION DIVISION Plaintiffs, Case No: vs. CITY OF OPA LOCKA,a Florida Municipal Corporation Defendants I COMPLAINT Plaintiff UNITED STATES ASSOC.OF CDC, INC.a Florida Corporation(herein "Plaintiff'),by and through undersigned counsel,hereby sues Defendant CITY OF OPA LOCKA,a Florida Municipal Corporation. (herein"Defendant")and alleges as follows: JURISDICTION,PARTIES AND VENUE 1. This is an action for breach of contract,recovery of monies paid,and a claim in equity,with damages exceeding fifteen thousand($15,000.00)dollars within the jurisdiction of this court under F.S. 34.01(11(c). 2. Venue is proper under F.S.47.011 given the Defendant is a Florida Municipal Corporation,which is registered and conducting business in Miami-Dade County.All the facts which formulate the basis of this cause of action accrued in Miami-Dade County. 3. Plaintiff is a Florida Corporation,authorized to do business in the State of Florida. 4. The Defendant is a duly registered municipal corporation authorized to perform municipal duties under the Florida Constitution. 5. The Plaintiff is licensed to perform construction work. 6. The Defendant was in desperate need of construction and maintenance of"lift stations'in the city of Opa.Locka which were necessary for water usage,rest facilities,showers, and ordinary sanitary needs. 1 of 4 7. As a condition to gaining approval to build a 48-unit apartment complex called "Opa Lakes Development",the lift station was to be built. 8. On or about June 12,2015 the Defendant and the Plaintiff entered into a contract to construct an appropriate"lift station"where Defendant would pay Plaintiff the sum of $450,000.00(herein"Contract").Please See Agreement for Wastewater Infrastructure Improvement "Pump Station 5"between The City of Opa Locka, Florida and United States Association of CDC, Inc. attached and incorporated herein as Exhibit "A". 9. On or about May 22,2014,the City's Engineer and Public Works&Building Director, Mr. Maqsood Mohammad Nasir authorized a change order consistent with Exhibit-A mandating a payment to the Plaintiff of an additional necessary sum of$272,602.14. (herein "Change Order")Please See Approved Change Order Invoice#I42205,attached and incorporated herein as Exhibit`B". 10. The Defendant and its residents have received the full benefit from the completed lift station.The work required per the Change Order was completed to the satisfaction of the Defendant. 11. All conditions precedent to bringing this action have been satisfied.In an effort to avoid needless litigation,a corresponding notice of breach was conveyed to the Defendant pursuant to the Contract and in an effort to avoid needless litigation in good faith. COUNT I BREACH OF CONTRACT The allegations of paragraphs 1 through 11 of this complaint are hereby realleged and incorporated herein by the Plaintiff and Corporate Plaintiff,as though fully set forth hac verba. 12. Plaintiff seeks the balance due on the Contract and approved change order invoice in the total amount of$322,602.14,plus interest,liquidated and punitive damages. 13. The Defendant materially breached the terms of the Contract by failing to honor the corresponding change order despite its approval. 2 of 4 14. The Defendant has failed to provide any clear or logical reason for its failure to abide by the terms of the Contract.Plaintiff has been damaged as a result. WHEREFORE,Plaintiff prays for the judgment of this Court against the Defendants as follows: Plaintiff seeks actual damages,compensatory damages as well as any and all other damages,available to the Plaintiff including,but not limited to foreseeable, expectionary and punitive damages,as well as attorney's fees,costs,and any other relief the Court deems appropriate; COUNT II UNJUST ENRICHMENT The allegations of paragraphs 1 through 11 of this complaint are hereby realleged and incorporated herein by the Plaintiff,as though fully set forth bac verbs. 15. Plaintiff hereby alleges Count II for restitution in the alternative based on the theory of unjust enrichment which is within this Court's equity jurisdiction. 16. Plaintiff does not owe and is in no way indebted to the Defendant 17. Plaintiff has conferred a benefit by completing the lift station to the satisfaction and enrichment of the Defendant and its residents. 18. The Defendant,has knowledge of this benefit,and voluntarily accepted the benefit conferred and continues to retain the benefit conferred by this completed lift station. 19. To date,and despite appropriate demands,Plaintiff has not been compensated for the benefit and enrichment which it conferred onto the Defendant and its residents. 20. The circumstances are such that it would be inequitable for the Defendant to retain the benefit of the completed lift station without paying monies owed to the Plaintiff. 21. The Defendant would be unjustly and inequitably benefited if it were not forced to pay the Plaintiff the damages described herein for which the Defendant continues to be unjustly enriched. 3 of 4 WHEREFORE,Plaintiff prays for the judgment against the Defendant in such an amount as to avoid injustice,for damages,costs, interest,and such other relief as the Court deems just and equitable. Dated: September 15,2016. Respectfully submitted, DEHGHANI LAW,PA. For the Plaintiffs 6625 Miami Lakes Drive, Suite 350 Miami Lakes,Florida 33014 Tel:(786)264-5278 Fax:(786)264-5 Eservice:se i,:rpa com • By: / Alex ' -hgh• i,E . FBN: 1 03421. 4of4 THE GREAT MTV/t dastr4A(.44?Yalillt' IRA ,ti r • AGREEMENT FOR WASTEWATER INFRASTRUCTURE IMPROVEMENT "PUMP STATION 5" BETWEEN THE CITY OF OPA-LOCKA, FLORIDA AND UNITED STATES ASSOCIATION OF CDC,INC. C 1 Pump Station 5 THIS AGREEMENT, made and entered into at the City of Opa-locka, Florida, this day of 2012, by and between the City of Opa-locka, a political subdivision of the State of Florida, hereinafter described as the "CITY", whose mailing address is: 780 Fisherman Street, 4th Floor, Opa-locka, Florida 33054 and United States Association of CDC, Inc., a Florida corporation, hereinafter described as "USA CDC", whose mailing address is: 1150 Wilshire Circle West,Pembroke Pines,Florida 33027. WITNESSETH: WHEREAS, USA CDC desires water and sewer service to be rendered to certain property owned by USA CDC,and WHERE AS, the "CITY", operates the water and sewage systems owned by the CITY; WHEREAS,the CITY has a plan for making upgrades to its current water and sewage system;and WHEREAS, USA CDC desires that water and sewage system service be delivered more quickly to USA CDC than the CITY's current plan would allow. 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: I. USA CDC'S PROPERTY: USA CDC owns a certain tract of land in Opa-locka,Florida,which is legally described in Exhibit "A"attached hereto and may be described herein as the "USA CDC' property". USA CDC has requested that the CITY render water and sewer service to the USA CDC'S property and CITY 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 gives by the CITY 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. PROVISION OF CONNECTION CHARGES: USA CDC shall pay sewer connection charges for any improvements to be constructed and connected on property, subject to the limitations specified herein. USA CDC shall be responsible for paying any water and sewer connection fees or charges imposed by the City and also by Miami-Dade County. The connection charges shall be based on the average daily gallons for the new building space and/or use multiplied by applicable rates established by Miami Dade County and the CITY. 4. DESIGN AND CONST,ItUCTION OF FACILITIES: USA CDC, at its own cost and expense, shall design, construct and install a sewage pump station to replace the existing sewage pump station #5 as provided for in this Agreement in accordance with the schedule of tasks and station 45 as provided for in this Agreement in accordance with the schedule of tasks and deliverables set forth in Exhibit "B" attached hereto. It shall also be USA CDC sole responsibility to obtain all required governmental approvals for the design, construction, installation and certification of said replacement sewage pump station, including but not limited to permits and building and inspection approvals. The final design and construction of the facilities shall meet the requirements set forth by the City, and all applicable Local, State and Federal Standards, subject to approval by the CITY. Should there be a requirement to rezone property to be used for the installation of the replacement sewage pump station, then it shall be the CITY's responsibility to obtain the proper zoning approvals. 5. INSPECTION: The CITY shall have the right but not the obligation to make engineering inspections of all the construction work performed by USA CDC under the terms of this Agreement. Such inspections shall not be construed to constitute any guarantee on the part of the CITY as to the quality and condition of materials and workmanship. Any inspections by the CITY shall not relieve USA CDC of any responsibility for proper construction of said facility in accordance with approved plans and specifications. Furthermore, any inspections by the CITY shall not relieve USA CDC of responsibility for the quality and condition of materials and workmanship. 6. MIS: During construction and at the time when various tests are required or requested by CITY, the CITY'S engineer or its authorized representative, together with USA CDC'S engineer and contractor, shall jointly be present to witness tests for determination of conformance with approved plans and specifications. USA CDC shall notify the CITY a minimum of twenty-four(24) hours in advance of the tests. 7. COMPLIANCE WITH ALL LAWS: USA CDC, at its own cost and expense, shall comply with all applicable laws, statutes, rules, and ordinances in carrying out the activities contemplated herein. 8. CITY AS PERMITIEE: 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 CITY be named as permittee for certain construction activities. USA CDC shall provide sufficient security as acceptable to the CITY which shall indemnify and protect the CITY from all claims, actions, judgments, liability, loss, cost and expense, including reasonable attorney's fees, related to work performed by USA CDC pursuant to such permits. The security shall be furnished prior to the start of construction and shall be in an amount at least equal to the CITY'S cost estimate for the permit work. USA CDC shall have sixty (60) days to resolve any claims by.a permittor, otherwise CITY shall be entitled to pay said claims from the security. USA CDC shall be liable for all costs in excess of the security. 9. ALLOCATION 9F CAPACITY: Capacity allocation is subject to local, state and federal agencies and other regulatory bodies having jurisdiction and the City cannot guarantee the request of allocation. In connection therewith, USA CDC agrees that the CITY shall not be liable or in any way responsible for any costs, claims or losses incurred by USA.CDC as a result of actions by regulatory bodies, which are related to capacity allocation. pI,mn Ctotinn 10.FACII>TTIES EASEMENTS: 11 it is determined that the replacement sewage pump station contemplated herein requires additional area outside of the public right-of-way then it shall be the USA CDC's sole responsibility to obtain the necessary easements. This would also include obtaining any temporary usage easements necessary for construction or material storage purposes. 11.$EWA E PUMP STATION JOINT USERS: It is agreed that the replacement sewage pump station to be designed, constructed and installed to serve USA CDC'S property must have capacity to serve properties other than USA CDC' property. The CITY, 'upon completion of this pump station by USA CDC, will reimburse the cost of the project not to exceed an amount of Four Hundred Fifty Thousand Dollars (5450,000.00), hereby referred to as the station budget. The station budget shall include engineering as well as construction services. Engineering services shall be limited to designing the replacement sewage pump station and calculating sewer flows for the contributing area. The USA CDC shall furnish sufficient data (i.e. water meter readings, current and future property uses, etc.) for the purpose of determining the capacity of the replacement sewage pump station. The calculations and pump selection data signed and sealed by a professional engineer must be submitted to the city for approval before finalizing the design and also before submitting the plans for permitting. The project shall proceed in accordance with the schedule of tasks and deliverables set forth herein and in Exhibit "B" attached hereto. Upon approval of the construction plans by the CITY, USA CDC shall obtain bids for the replacement sewage pump station prior to proceeding with the Construction services. Should the bids received exceed the station budget, the CITY and USA CDC reserve the right to either amend the station budget amount or cancel the upgrade. The CITY shall retain ownership of all plans, designs and construction documents for the replacement sewage pump station. Should the CITY cancel the replacement sewage pump station project, USA CDC shall be reimbursed immediately for. all engineering, surveying and plan review and permitting costs incurred during the design and plan approval process. Upon acceptance of the bid for Construction services by both the CITY and USA CDC, USA CDC will proceed with the construction services. Upon completion of the replacement sewage pump station, the CITY shall repay to USA CDC the station budget or amended,station budget in two (2) payments. The first payment shall be maximum one half of the station budget or amended station budget and shall occur upon conveyance of the replacement sewage- pump station to the CITY by USA CDC. The second payment for the remaining balance shall occur within twelve (12) months after the conveyance of the replacement sewage pump station. In the event that the CITY does not repay the station budget to USA CDC in full within twelve (12) months from the date of conveyance of the replacement sewage pump station, the CITY shall pay USA CDC interest on the unpaid outstanding balance calculated at 0.5% percent over prime rate as reported by the Wall Street Journal as locked in twelve (12) months after the date of conveyance with a readjustment every six (6) months thereafter. However,the station budget must be paid in full within twenty-four(24) months after the date of conveyance. 12.DRAWINGS AND CONVEYANCE DOCUMENTS: Following completion of the sewer facilities contemplated herein for CITY ownership, the CITY shall provide conveyance documents, which may include bills of sale, releases of lien, grants of easement, and warranty deed for execution by USA CDC. The properly executed documents shall be delivered to and accepted by the CITY prior to the rendition of sewer service by the CITY. USA CDC 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 USA CDC'S property and all persons who incorporated materials into the Dr,nr,Ctntinn 4 d property, together with a breakdown of the actual cost of said facilities. Concurrently, USA CDC shall furnish the CITY with one (I) set of 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 as otherwise consistent with the City code, if applicable. Three (3) sets of the appropriate manuals for operation of any sewage pump station and other mechanical and electrical equipment to be owned by the CITY along with three (3) certified surveys for the sewage pump station site, after completion, shall also be included. In addition, a letter from Miami-Dade County Permitting, Environment and Regulatory Affairs certifying the station will be required. Approval by the CITY and delivery of all required conveyance documents for the pump station, drawings and survey specified herein shall constitute final acceptance by the CITY of said facilities. After final acceptance, the facilities shall remain at all times the sole, complete, and exclusive property of the CITY and under the exclusive control and operation of the CITY. 13.WAR NTY AND MAIMIANCE. USA'CDC warrants that the replacement sewage pump station to be owned by the CITY shall be free from defects•in materials and workmanship for a period of twelve (12) months from final acceptance by the CITY. Simultaneously with the conveyance of the replacement sewage pump station, USA CDC shall deliver to the CITY an executed maintenance bond in a form from a company satisfactory to the City, which guarantees the warranty. If it becomes necessary to repair and/or replace any of the replacement sewage pump station 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 twelve (12) months from the date of final acceptance by the CITY of those repairs and/ or replacement. 14.TERM OF AGR.EMENT: Both USA CDC and the CITY recognize that time is of the essence and that this Agreement shall be deemed null and void and unenforceable if USA CDC fails to comply with any of the following conditions,where applicable: o After execution of this Agreement, work on the replacement sewage pump station shall commence within thirty (30) days from the execution date. Work shall be considered to have commenced and be in active progress when engineering drawings are submitted to the CITY for review and approval, and upon the CITY'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 replacement sewage pump station throughout the day on each full working day, weather permitting. o Once USA CDC commences work on the replacement sewage pump station, said work cannot be suspended, abandoned, or not in active progress for a period exceeding ten(10) days. o The remedies specified herein are cumulative with and supplemental to any other rights which the CITY may have pursuant to the law or any other provision of this Agreement. 15.INDEMNIFICATION CLAUSE:. USA CDC shall indemnify and hold harmless the CITY and its officers, employees, attorneys, agents and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the CITY 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 USA CDC or its employees, agents, servants, partners, principals, contractors and/ or subcontractors. USA CDC 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 CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. USA CDC expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by USA CDC shall in no way Iimit the responsibility to indemnify, keep and save harmless and defend the CITY or its officers, employees, agents and instrumentalities as herein provided. 16.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 majeured 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, unpreventable 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_ 17.USE OF FACILTTIFS BY CITY. The CITY reserves the right to make full use of the water and /or sewer facilities to be owned by the CITY as contemplated herein to serve other customers at any time. 18.OPINION OF TITLE_ With the execution of this Agreement, USA CDC at its own expense shall deliver to the CITY an opinion of title for USA CDC'S property, issued by a qualified attorney licensed to practice law in the State of Florida, which states that USA CDC owns fee simple title to the property referred to herein. 19.ASSIGNMENT OF AGREEMENT. No right to any water supply and sewage disposal service which may be provided for in this Agreement shall be transferred, assigned or otherwise conveyed to any other party without the express written consent of the CITY or its designee except as noted below. The consent of the CITY 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 CITY for assignments or transfers of any investment for resale or who intends to develop for sale a portion of USA CDC'S property, so that the CITY 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 users. If USA CDC'S property is transferred or conveyed, USA CDC shall remain liable to the CITY for all sums of money and all obligations due hereunder unless released in writing by the CITY. 20.CONTRAST BOND. USA CDC must obtain Performance Bond and Payment Bond from the contract to submit to the City, each, in the amount of 100% of the total station budget, including Alternates if any, with the City of Opa-Locka as the obligee, as security for the faithful performance of the Contract and for the payment of all persons performing labor or furnishing materials in connection herewith. The bonds shall be with a surety company authorized to do business in the State of Florida and acceptable to the City. 21.ENTIRE AGREII4ENT. This Agreement supersedes all previous agreements and representations,whether oral or written, between USA CDC and the CITY. 22. Notice: Whenever aay party desires to give notice unto any other party,it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the • provisions of this section. For the present, the CONTRACTOR and the CITY designate the following as the respective places for giving of notice: CITY: Bryan R.Finnie,City Manager 780 Fisherman Street,4th Floor Opa locka,Florida 33054 COPY TO: Joseph S.Geller,City Attorney 780 Fisherman Street,4th Floor Opa locks,Florida 33054 CONTRACTOR: George W.Howard,President United States Association of CDC.Inc. 1150 Wilshire Circle.West Pembroke Pines.Florida 33027 Pmmn 6t2tinn K 7 23.RECORDING •F AGR,EEIr1ENT, CONTRACTOR shall keep books and records and require any and all subcontractors to keep books and records as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONTRACTOR expects to be reimbursed,if applicable. Such books and records will be available at all reasonable times for examination and audit by CITY'and shall be kept for a period of three(3) years after the completion of all work to be perfoaned pursuant to this Agreement, or for such longer period as is required by law. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 24. Cpatractots Liability Insurance:The CONTRACTOR:shall not commence work under this contract until it has obtained all insurance required under this Article and such insurance has been approved by the CITY nor shall the CONTRACTOR allow any Subcontractor,if applicable,to commence work on a sub-contract until all similar such insurance required of the subcontractor has been obtained and approved. • Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the City prior to the commencement of the work. These Certificates shall contain a provision that coverage afforded under these policies will not be canceled until at least thirty days (30) prior written notice has been given to the CITY. Policies hall be issued by companies authorized to do business under the laws of the State of Florida. • Financial Ratings must be no less than "A" in the latest edition of"Bests Key Rating Guide", published by A.M.Best Guide. • Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the CITY. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the CONTRACTOR shall furnish, at least three (3) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension there under is in effect The CONTRACTOR shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect • Comprehensive General Liability insurance to cover liability bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability (a) Workers' Compensation Insurance--as required by law; • (b) Employer's Liability Insurance-$1,000;000 per occurrence; (c) Automobile Liability Insurance - $2,000,000 per occurrence, $1,000,000 per accident; (d) Accident for bodily injury $300,000 and 51,000,000 per accident for property damage. • The CONTRACTOR shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons,property or premises arising out of the operations to complete this Agreement and name the CTTY as an additional insured under their policy. • The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. 25.CONTRACTOR'S INDEMNIFICATION : The CONTRACTOR agrees to release the CITY from and against any and all liability and responsibility in connection with the above mentioned matters and with the work being performed by Contractor. The CONTRACTOR further agrees not to sue or seek any money or damages from CITY in connection with the above mentioned matters. 26. INDEPENDENT CONTRACTOR This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the CONTRACTOR is an independent contractor under this Agreement and not the CTTY's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law and similar laws. The CONTRACTOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out the CONTRACTOR's activities and responsibilities hereunder provided. This Agreement shall not be construed as creating any joint employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any obligation incurred by CONTRACTOR,including but not limited to unpaid minimum wages and/or overtime premiums. 27. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami-Dade County,Florida. 28.DISPUTES: Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in the Eleventh Judicial Circuit Court in and for Miami-Dade County. 29. ATTORNEY'S FEES: To the extent authorized by law, in the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attomey's fees and court costs in addition to any other remedy afforded by law. 30. EQUAL OPPORTUNITY EMPLOYMENT: CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated, during employment, without regard to race, color,religion, sex, age, national origin or disability. This provision shall include, but not be limited to,the following; employment upgrading,demotion or transfer,recruitment advertising,layoff or termination;rates of pay or other forms of compensation;and selection far training,including apprenticeships. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year fast written above. CITY OF OPA- OCKA ATTEST: • 'L BY: --� J. . Flores,Interim City Clerk , cii, F" ' City Manager APPROVED AS TO FORM: • IR J• .h S. ler,City Attorney Pumo Station 5 10 UNITED STATES ASSOCIATION OF CDC,INC. WITNESSES: United States Association of CDC,Inc Authorized Representative ATTEST: ATTEST: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE) B ORE M an officer duly aqiorized by law to administer oaths and take acknowledgments,personally appeared ' re • •per ?r4 fl+ ,of C1( 4c1}C , a Florida corporation,and acknowledged executed the fo going Agreement as the pmper official of for the use and purposes mentioned in it and affixed the official seal of the corporation,and that the instrument is the act and deed'of that corporation. IN WITNESS OF TIC FOREGOING, I have set my hand and official seal at in the State and County • aforesaid onthisedday of n f ,2012. 4•54.1k.3 CUPS i • :IFE3rgt6ltpit7 Z&:':13 _L =LAW.�, *.lrarmawl „ NOTARY PUBLIC My Commission Expires: Pump Station 5 11 Exhibit"A" Map and Description of USA CDC Property • Dawn.%Crwr+nn C 17 .Property Information Map Page 1 of 1 • My Home Miarrd•Dade County,Florida MIAMI�DADE tniarnidade.gov Mill Property Information Map Summary Details: _ 'Folio No.: 011-2122-01_141080 y ; .;, ` .�,""- Property: 2491 NW 133 ST M918nQ METRO RtFALTY OF SOUTH Add R.ORIDA INC 00 VICTOR K HONES P A 16105 NE 18 AVE NORTH MIAMI BEACH FL 33182• k . PLO.. .1 1rlformatbtr: MULT1FAUL 3 L.7=n:,....92:11111111111111111111111 =MB --r•TaIMMMIN • _ :rf. ere 31'5 LOTS9THRV 7 : 3BUK150LOTSIZE $r SO Fr OR 18887- 10081 COC f ; -11244 022008 S ••276854488 0411 12 Assessment Information: i77171011111111111111111111EMMI 2010 T"'L`1T"INNE 1J 11�LJ Aerial Photography-8009 0 �� 126 0 : 1( :t;.!. This map was treated on 3fl5/2012 31."34 PM for reference purposes only. " * =�'►k Web She 02002 MlamI.Ooddo County.AO rights reseryecL Taxable Value Information: • Yew: 2011 2010 Appbd r AppN d Taxing Authority. T Valle: , Salim *Vomit: 32.013.070 32,042.938 C: 50 SW SW County: 32013.070 $2, 2W 32,013,070 52,042.938, Smoot Boatel 52.013270 32.0422938 Sale Information: • u r .v 100 btrp:1/gisims2.miamidade.gov/myhome/printmap.asp?mapur1=http://gisims2.miamidade.go... 3/15/2012 • Warranty Deed • • • • • • •. EXHIBIT ire• • • • SCHEDULE OF TASKS & DFAIVERABLPS TASK 1-DESIGN PHASE . • . • USA CDC should cause for the proposed improvements under this agreement to be designed according to the all applicable Miami-Dade County and City of Opa-locka requirements.Copies of the construction documents should be submitted to City staff for review and approval prior to submittal for permitting.At a minimum the design phase shall include the following: • Preliminary Engineering • Field Investigations • Existing Conditions Analysis • Survey • Basis of Design • Final Design The design must include only ABS pumps by Hydra Services with specially made two piece impeller with a minimum 3"solids passage per Ten State Standards due to unique physical constraints and also for the uniformity of the sanitary sower lift stations in the City. TASK 2-PERMITTING . • Obtain all permit approvals from applicable regulatory agencies and City of Opa-locka Building Department Puma Station 5 13 • • An allowance of S 2000 is available under this task for reimbursement purposes. • TASK 3--CONSTRUCTION • Upon concurrence and award of the contract, USA CDC shall cause the pump station construction to begin and the work take place as outlined below: • Construction of new station • Continued operation of existing station • Coordination with City for construction inspections • Start up by pump manufacturer • Transmission of station manuals • Submission of as-built drawings to City • Final certification of station by the City of Opa-locka and Miami Dade County Permitting,Environment and Regulatory Affairs • Conveyance to City as set forth herein Piunn Station 5 • 111111111111111111111111111111111111 11111111 • - ' CFN 2012R018195S OR Bk 711032 Fss 4365 — 43615; t4s,ss: RECORDED 03/13120t2 10115:27 XOC TAX DEED 600.00 This lesuumoent pTepered 6y: SURTAX 450.00.0 0 n HARVEY D � t X IMMinu i Haygwd r E Cam FLORIDA Hayseed&Harris,',LC 1515 Foram Place,Suite 400-B We Palm Beach,Florida 33401 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made the day of itikLi I ,2012, by Metro Realty of South Florida,Inc.,a Florida corporation hereinafter called the"Grantor",to Opa Lakes Development, LLC, a Florida limited liability company, whose address is I150 Wilshire Circle, West,Pembroke Pines, FL 33207 hereinafter called the "Grantee" (whenever used hereunder the terms Grantor and Grantee include all the parties to this instrument and the heirs, legal representatives•and assigns of individuals, and the successors and assigns of corporations): • WITNESSETII: That the Grantor, for and in consideration of the sum of One (51.00) Dollar and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants,bargains,sells,aliens, remises,releases, conveys and confirms unto the Grantee,all that certain land situate in Miami Dade.Florida,viz: Sex Exhibit A attached hereto and made a part hereof. SUBJECT TO taxes for the year 201I and subsequent years; zoning restrictions, • moments,conditions,covenants,restrictions and limitations of record. TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.. TO HAVE AND TO HOLD,the same in fee simple forever. . AND the Grantor hereby warrants the title to said land and will defend the same against The lawful riagnc of all persons claiming by through or under the said Grantor. x /401p ":444);N''\tr tx- Y •V• R 1K-. [Signatures on following pages] `vooaac+ri "': Execution copy 2-13-2012 1 IN WITNESS WHEREOF,the said Grantor has set Grantor's band and seal the day and Year first above written. Signed,sealed and delivered in our presence: • METRO REAL 471"-a UTH FLORIDA,INC. • Name By: 4 wr G a e. '„£ �.�,s,-. i Name: ter, ,c Title:_ :t'. e iits li . .. STATE OF FLORIDA COUNTY OF BROWARD k � �1441-*. 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I ,: : CHANGE ORDER INVOICE UNITED STATES ASSOCIATION OF CDC Date Invoice# 5/22/2014 142205 1150 Wilshire Circle West Pembroke Pines Fl. 33027 Bill To: City of Opa-Locka Florida 780 Fisherman Street Opa-Locka,Florida 33054 • Protect Location: Pump Station#5 Rehabilitation,City Of Opa-Locka • Opa-Locka,Florida item Description Amount 01 Change order to Desmar Plumbing Contractors/15%P&OH $97,852.14 02 BCI Betancourt Temporary Shoring(Not in original Contract) $74,750.00 03 Additional Shoring due to City Engineer re-routing of man holes Inc 04 Additional supplies to re-route 2 man holes&the cleaning and $25,000.00 Restoration of existing lift station to convert into man hole. Additional time and Custom made concrete materials. 05 Additional Rock due to removal of sugar sand. $10,000.00 06 Additional testing and Engineering Plans $ 5,O0Q.O0 • 07 Restoration of property next to lift at area of Connection to The main sewer line. 08 Removin: and restoring existing parking lot to accommodate $6,000.00 Owner of property. 09 .Additional down time. $12,000.00 10 Installation of well points&Additional Equipment down time $42,) .00 TOTAL AMOUNT DUE: $272,602.14 /(19'//4. h Lied #a 14 oti c h .�t ccr z,. cr ,,,cat ae 714 thg-k.t4 , • it Ludt -Fs w M 4 e d't• .k. . c i i4 . 'ire-44'1d Pri.e1/44-