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Bill of Sale and Assignment with Metro Dade County i BILL OF SALE AND ASSIGNMENT THIS INSTRUMENT made this day of , 1991, by the CITY OF MIAMI BEACH, (CITY) , and METROPOLITAN DADE COUNTY (COUNTY) WHEREAS, the CITY and the COUNTY entered into an Agreement the 6th day of November, 1990, providing - for relocation of a point of delivery of water service (the "Agreement" ) ; and WHEREAS, the Agreement provides that the CITY shall transfer title to the COUNTY a portion of the transmission main on the MacArthur Causeway; NOW, THEREFORE, for and in consideration of ten dollars ( $10 . 00) and other good and valuable consideration, the parties hereto agree as follows : ; 1 . Bill of Sale. The CITY hereby grants, bargains , sells , transfers , and delivers unto the COUNTY that portion of the CITY ' s water transmission system extending from the east end of Watson Island west along the MacArthur Causeway to N. E. 13th Street and Herald Plaza in Miami as more particularly shown on "Exhibit A" attached hereto, to have and to hold unto the COUNTY, its successors and assigns forever. The CITY covenants to and with the COUNTY, its successors and assigns that the CITY is the lawful owner of the above described property; that said property is free from all encumbrances; that the CITY has good right to sell the same aforesaid; that the CITY will warrant and defend the sale of the said property unto the COUNTY, its successors and assigns, against the lawful claims and demands of all persons whomsoever. 2 . Assignment of Easements, Licenses and Permits . The CITY hereby assigns and transfers to the COUNTY all of its rights, title and interest in and to the following: a) Any and all rights, licenses and permits from the Department of the Army Corps of Engineers and Sate of Florida, Department of Environmental Regulation issued to the CITY in connection with the construction of the water transmission main described above. b) Any and all other rights, interests, easements, licenses and permits issued or granted by any other governmental authority, person, firm, or corporation in connection with the transmission main conveyed to the COUNTY hereunder. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials hereunto 2 r v • duly authorized, this day of 4 1991. CITY OF MIAMI BEACH ATTEST: By:TAO (SEAL) By: (SEAL) City Clerk Mayor ACCEPTED BY: METROPOLITAN DADE COUNTY By:-, arrett S an, Director Miami-Dade Water and Sewer Authority Department FORM APPROVED LEGAL DEPT. By Date 7 �l 3 e / is O / pi t • v ♦ ♦ / m • a 7Q(I • • / I FA r ' • ♦l OF W / O • O • � I Y . r / .......... S•. • co { 1 •'1 t 1i X W 3,1 uidb3r -- — — =— - I it.N 11 • ! o MAR-12-SS 14 : 36 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PACE 2 • pia r, 12, 1999 3:UJFM MUWAH SALMU YLAN111h DI V 151UN 5J1:14, sy33 �- f • ' 401 $EBVICE CONTRACT DEVARM TT OF WAT11t AND SP:MTF.1$S OF THE CITY OF MtM1 AND TNB cm 91 M EACH SEWAGE DISPOSAL _ TUILS CON'PAA+ 6 made OW eutsrad l nco thla 17th day.of may _, 1972 by axtd between the DEPARTMENT OF WATER ANO suEBRS OF THE CITY OF MIAMI, Sri agency and iaatrumentolity of the City of Miami, a =wjdip&1 corporation of the SCate of Florida (hereinafter atsaetises c0lied the "DepARTMEMT"), party ` of the fi;at part, and the CITY OF HT MI BEACH, a municipal corporation of the State of rJorida, (hareinafter sometimes called the "CITY"), party of the second part; WHERFAB, the Gity destras to obtain savage disposal ssrvica for sanitary sewage and liquid wastes to be discharged #rem asnitgty newer servige area of the City of Wilmi Bcaah, the Town of surfaide. NaAh Bay Vill.ags, the Town of Bay �+► HaYbat Islands, the Villa& of Bat Harbour and Indian Creek Village as the boundaries of eaoh exist On the date hereof unI629 • altered by future apeewnt of the City and Department, Such asegs hereinafter referred to as INIA Z bEICH SEWER SERVICE AREA ; and WRERM, the DEPAR2= has previously eetared inco a number of contracts to nandOt sewags disposal service to other public sg•aaiee and mtmicipalitiea within Dade County, rlorida; and r , ,i MAR-12-SS 14 : 36 FROM: MIAMI BEACH PUBLIC WORKS ID: 30SS737647 PAGE 3 Mir. 12. N99, 3:URM MDWM MIEN ?LAMNti VIVIMN :v a, J�JJ 'f WIzREAs, the DEpART%= and the CITY have entered into +► 6eparate contract entitled "Cost participation Contract between Department of Water and Sewers of the City of Miami and the ~ City of Miami Beach, for the Enlargement of the Existing Sewage Treatment p1nnt on vltgini& My and %he Dxten■lon of the Ocean outfallo. dated nMAty_jj 1972, which is to be approved and ouscuted aimultanecualy With this contract; and WHEREAS, the DEFARTmeNT is wi lltng to provide the asWdge disposal service deacribdd herein if all of the te=a and conditions hereinafter recita4 shall be observed and carried into effect; MCW, TNEAMPORE, IN�CWMZDRAATIdN OP THE COVR1d W79 R{EAEIN STATED, THE 1PARTIES NSRETO AGM AS FOLLOWS: SECTION I CONSTRUCTION.-, OPMATION AM bLNINTERANCO The CI'T'Y, at its ske cost and.pxpen'er, shall conatruct or install, and thereafter operate and maintain (except as • othervive provided her"n), at its expenev, all structures, force laains. tran6lniasion maine, pumps, equipment. ocrevninvo removal and other facilities required foC transporting the - sewage from within the Miami NeAdh Soarer Service Area to tho paint of connection of ouch facilitiea with t1hn 5evago Dioposal Syataa of the DEPARTMEMT, which point of connection ®hall be at a location designated by the DEPAIt'rM=T On Virginia Key. One completa metering dovice shall be installed and the CITY shall retain vwnarabip thereof. The motor shall_ be maintained by the DIMAaTMENT at the cost of the CITY. The DEPAR'TWAIT shall provide required easoment9 on propertica undcr its eontrol at no coot to th® CITY. and xsaist the CITY ire acquiring ,' any tequited easements its sorvicc &reds under the CTTY'S Cont'.-o1. MAR-12-SS 14 : 36 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PACE 4 Mir, 1 YVY J:UUM MDWA�U lALLLUU fLRAN I Ntr 111 V I 1 I UN na• ,��.y� ai ►•} Additional poi>ats of CgMnectioa may be earablished at such times and places sa abull be mutually agreed upon by the parties bereta. The CITY shall bear this vntiv- teost And expense of establishing each such sddieianel point of connaction, abta to ng such easements as may be needed and furnishing all necessary Labor and materiale required to connect to the DEPARTMENT'S •• ®awsge treatment facilities, all in accordance with plains ' *ad specificati•vna to be apprwcd by the b1EPARTHEM. ill movage floors to each plant shall be metered separately and a readintg of the wetcrs shall be taken by the DEPARTMENT unt or about the i$tb day of each month and shall be used for . Monthly billing purposes under the provisions of Section xY hereof... The accuracy of the tasters WL11 be checked once every '• three months at s time mutually Agreeable to the CITY and the DEPARTMENT and shall be rgcalibtated .if found to be in error by more than Zx. ro protect the DEPART9ENT against the possibility of baiaK required to,dtapose of ground water originating within the c9rfines of unid Miami acts Sever Service Area, all now sanitary sewage and iiqu d waste collection facilities shall be cangtructtod and inetetled in accordance with prams and apoeifications prepared by Che CITY and submitted to the DEPARTMNT, For approval of design and features affecting infiltration. Written approval or abjeotione thereof shall be rAde withln thirty (30) days. In the event that tha DUARTHENT should desire to provide sewage disposal service to =mieipeli.ttes other than those munlcipaltties in the Miami Beach Sewr Service._ Urea, the - 3 � MAR-12—SS 14 : 37 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PAGE 5 Mar. 1L. IM 3:uux MUWA,)U JRL6CUU rc,Hnntl117 Ul-41JLVII 11 u, JJJJ 1, JJ L • pBp4TnNT reserves the right to sake a separate contract with f-. such mmici,palities for such disposal of sanitary sewage and liquid wastes, providing such di<spoaal does not impair effluent quality from the plant or the quantity addad to existing plant ' flow does not exceed 907 oP the DEPARTHNNT's p_vtian eE plant aapaeity. Its order to convey its sewage and liquid vastss througb the DEpARTmml s far:i lities. the CITY shall maintain sufficient preeAure within its system to maintain the desired rate of discharge into the DEPARTMENT's gaCi►litias on Virginia Kay. It is agreed that espacity has been prvvidad in the eew&Sc disposal facilities to receive a four-hour sustained wexinmo of 60 Wo poak flow fmm tho C17Y, and 1% MGD peak Claw fvcm the DEPARTMENT, as measured by the CITY's and AgTMRT's meters. When s peak flow of seventy-Five per cent D6P P (75x) of 60 MGV by the CjTY or 150 MCD by the DEPARTMENT has been experienced, the DEPARWNT end the CITY shall review Sxl economic!!actors and shall plan for the construction of additional aewsge disposal and outfall facilities; provided, havev ar, that nothi,t% herein contained shall be construed or iriterrpreted as to require or compel the C17Y to enter into a Contractual relaeionahip with the DEPARMOM in this regard. Cost participati.On by the CITY shall be bassd upon the additional capacity to be constructed and ocher factors in a similar manner to the Cost Participation Contract between the VEYAR7MENT and the CITY C]' MI MI BEACH, dated 19710 TYPE dF YMTES TO BE DISCHARGED. The CITY andlov DEPART HM shall not dischazgr or cause to be disebarged any waters ov wastes into the DEPARTHENT°c • treatment fscUttien which are in violation of Rule 7, r -4- MAR-12-SS 14 = 37 FROM= MIAMI BEACH PUBLIC WORKS ID: 3056737647 PACE S l J•uatL In MIJ IfAUU OnL U 1i II L/ i uni„i,0W W 9 16\V V V V V ••• �'~�"•�- ''Regul*tion of the roan of Sault&% and Stogy Sew�srs and the Discfiar$e of Vatars and Wsitee into Utilixiec' Sewerage gysteaes" of the Sewers Rules and RegulAtions of the Board of County Commissioner@, Dade Gounty, Flo-cida, latest rPvi staA_ The 0LPA1LV4Lr"4 @hall hove the right to sample and analyze the wastes from the Mimi Beach Service Axed se it entere the DZPARTMNT's tw4At sat facilities' If at any time a 24 ho,4r composite sample ahoy$ any violation of the Ault. 7, above, it shall be the responsibility of the CITY upon natificatiOn by the DEPARIIENT to determine the source of Wastcc vhich are violative and shall institute appropriate corrective action up9n the source. The DEPARTMENT shah regarve the right to assume such responsibility if at any time the CITY' S efforts meet vith failure. ' Tho CM shad l supply the DEPARTMENT with a list of the ptedueera of-industrial rbastes within the City of Klami Beach@ and will eaerciea its best good faith 4fforts to procures the samae infosmation from the other municipaliti.es i.valuded within 100- the °%ijmj Beach So my $urine ArGR", arid, at least once each yeae>;t bring this liar up to date. The CITY shall require that each mg)or producer of industrial wastes submit to the DEPARTMENT annually a complete laboratory analysis of both the rev and tr.sead vastes, such analysis shall be made on 24 hour emposite semples and shall include the following: Temperature PSo suspended solidus dissolved snlide, S d`y s.O.o. ' fats And oils (et bar extrSetion),A.S.T.M. flash point, en (where lu4i- tated), snd phenols, (where indicated). Upon Yequeat, the CITY shall submit to the DL?AATmn" aimitar laboratory analyses of , composite s=plas of the combined wastda leaving the Miami Beach Sewer Service Area. If at any time the CITY shall not cowply with the restriction imposed upon it in the preceding portion of -5� MAR-12-99 14 : 37 FROM. MIAMI BEACH PUBLIC WORKS [D: 3056737647 PACE 7 Md1. Lt. IVJ J.UJiin ZM ffALiu Jt11+LLtUV 1L till lilLTU U i.il'Jl1 �+�. JJJJ ►. +/ 1J this Section 11, or if the CY'1'Y Shall allow to be created any • condition vehicle th& DYPARTmM should determine destruetiva to any pf its installations which carry and dispose of material discharged by the CT Ty into the facilitiea of tha DI PAa1'MFNT, said orPARTMM shall give thirty (30) days written notice to the CITy.to discontlpue gush harv&ui operation or pratice Within which period the CITY agrees to COM01Y. In the event any damages result from the discharge of improper wastes by the CITY oY accepted from others by the DEPARIMENY, as degcrtbed in said Rule 7, the entire cost of ouch dszmages resulting therefrom shall be paid by the CITY or WA TKENT as the case may be. PREP 1NAaY TR VENT OF INDUSTaiAL WASTES_ Plan*, •peoifsaarions, we'd dsaign information for all proposed pretreatment facilities shall be submitted tv the DEPARTMENT for approval or rejection, and such approval or rejection Shall be ' made by the DEPAXIMNT within thirty (30) days. Conatrvctivn of • any ,such proposed facil.i,ties shall not be caamcnced until the DEPART issues written approval of- such factliciee. f i •s aYo� Iii SAL AND RE'PIACEMEK FUND - - .... r'�;••.-rte A Renewal and Raplsce®ent Fund shall be established by the CITY in an initial amount of $250,000 for expenditures to pay its gh4ro of costs of additions, improvemento, and major replacements to structures and machinery at the IDEPARMIZNt•'s Virginia Key se"ge treatment facilities# in accordance vith the appropriate formlas pet forth is the Cost Participation Contract between the CITY and the I)IRPAILTHM. Thin fund shall be held by the CITY and , replanished annually, as raquired to wgtneaie a balance of $250,000 at the begirning of each Fiscal year. 1 , MAR-12-99 14 : 36 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PAGE 6 Ile r. 11. IyJ$ J-U�r« 11911nAou oKLb fuu rbnai ivv VIVLOLUD l��• JJ�� `� Ui lJ Expenditures by the CITY shall be made to reimburse the DFPARTmENT for expenditures made fo-r RENEWAL AND REPIACEmENTS. The CYTy o s share of such expenditures shall be based an the ratio of avgrage sewsge flows of each party for the previous •- twelve months. SECTION lv MTE An AMOUR TO BE IAYD MOMLY BY THE CITY The CITY shall pay to the DEPARTMENT and the DEPARTMENT shall aecepe from the CITY, as compeAntion for use of all other items such as plant access roads, landscaping, fencing, etC., not included im the Coat Parttcipation Contract betvann the CYTY and the DEPARTK=j dated „�, 1972. a flat umthly service charge of Five Hundr"d pollara ($500.00). Tho CITY shall also pay CO case 02PARTMT, av%d eha _ DEPARTMENT shall accept from the CITY; a$ Cappen8$5�on fQr,all r sewage received from the HUM Beech Sarver Service Aida the 1� mmaunr resulting fv= the multiplication of the total teetered gallonage of sewage flow received from the Miami Beach Sever Servi,ca Area during such Month by a rate per thousand (1,000) gallons consisting of and equal to the stets of the following- (a) The smutlt of all op4tgting and maintenance expenses e including taxam oeaasaed, if any, experienced by the DEPARTMENT in connection with 411 the Virginia Key dowage treatment plaza facili.tits and ocean outfall, with extensions owned and operated by the DEPARTMENT, divided by the urmawer of thousand gallons flow-Log ` into the Virginias Key sewage treatment plant during each month. (b) The amount. or all aftinistrative and general expenses, including taxes a sooved. if any, experi,arced by the DEFARYl ENT it connection with all the Virginia Key stmage treatmnt plEnt faCjitLias and f -7- MAR-12-SS 14 : 38 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PAGE S fair. i 1m j' j.U'jLM nlulTnJQ JnL411LV ILALIaLaV Ll1YLv al V. .0 U 60%Jv. a.a ,,; • oc®an outfa,l with extensions owned and operated by the DEPARTMENT, divided by thr number of thoueard gallons flowing Leto the Virginia Key ®ewaga treatment plant during such month_ ,At no tin 0811 the total Sato (including the flat monthly service charge of $500.00) charged by the DEPARTKENT '`�•, in sny month be legs than 80 percent (80%) of the average total " rate of the three (3) loxest consecucive months of the previous fiscal rear (ending June 30th) go applied to the total sewage flow from the Miami Beach Ssmr Service Area into the DEPARTMENT's sewage treatment facilittee. because the gmount of operating and maiutenance expenses for estb month during which service is rendered hereunder caerot be definitely ascertained by the DEPARTMENT until about the middle of the following month, it ai.11 be necoasa,ry M • to use a For the prepsration of the moffithly bill for Service: �_,.•- ' rendered by Ow DEPAR=TT to the CITY hereunder. an initial rate developed through the use of the amounts of operating and "tcnance expauses fov the month iMediately pracediiig the month during which sucb service is rendered, and then (LL) to sheer on the next monthly bill the mount of adJustment required to give fuLl effect to all Provisions of suboactiotks.... (a) and (b), both inclusive, of this Section. Au soon as practicable after the close of eact1 month during which service is reuda"d to the CITY he:'®under, the DEFAX.rMNT Shall prepare and submit to the CITY a etatsaent showing the deve.lnpment of said initial rate and the weaun+t of said pdjustmeet, ,cud the CITY shall have access to a)•1 accounting and angImseri,ng records avid dgca employed by Lhe DEPARWENP in the preparation of each I MAR-12-SS 14 : 36 FROM= MIAMI BEACH PUBLIC WORKS ID 3056737647 PACE 10 mar. 1L. mu j:uorm MVVA,)U 0HLb6UU rLR1111111U such statement. the amount 001M by ORCb suds statement as due to the DoAnmm for service rendered hereunder eihall ba paid by the CITY within tee+ `10) days of its Ycceipt O ■uc?s ,statement. Any hill unpaid after thirty (30) days vill be rebilloa to inaluda an intareat charge of 2/3 of 1 percent •~' .r.--r...-,Y.-...w. ----_., .. ._... pGr RlGrlt�i�...- t Zn each such statement all operating god eheaiatenandS gxpenaes chargaable ugainet kit& rendition of nah:vice Lawoundor @]hall be set .forth in substantial conformity with ttha Uniform System of Accounts for sever Vtilitiae presribed by the Water • pollution Control Ae8OCi4ts®rh, with respect to appropriate aulp-accounts included in the following entitled account@h ewer Line g.Venses `includes outfall) &"wage PWVinq zxpendas Sewage Treatment E,wansea U®ore' Accounting and Collecting Expenses Administration and Ges+aral Pxpar+ssd • of tho "Operating Expense AcCOUnk8", it being understood, ,�•► however, that none of the User's Accounting and Collecting $xpenees are to be considered as being appilcable to the service rendered here(Inder. In tha cvcnt that either party should use more th*n fifteen percent (15%) of the deedignated but unueeed portiere of plant capacity of the other party to thin contract for more than five (5) conaecUtive moutha. it shall be the right af ai.ther party to request the nagetiation of a new contractual agreement for the purpose of compeenestirhy for the eat of designated but unusad plant capacity. Said unused capacity shall be calculated based on the total for all ehtisLing treatment plant units including the pxaviously eXisting 9 r MAR-12-99 14 : 39 FROM: MIAMI BEACH PUBLIC WORKS ID: 3056737647 PAGE 11 Mar, 12. 1999 3:UbFu MUMU JALLtUU rLAANIBa VIVjalUiv nU. �y�� i• < <� facilities of the Department and additional treatment plant units specifically describad in Section III of the Cost partletpation Contract between the CITY &nd the D1EPAR'L'�1r�'r'r � dated r 19724 SECT12N EFrECTIVE IMIOD Qp C0M21 This contract shall be and remain in full force and effect_ fox and during a period of thirty (30) yeara from and after the date of the sale of City Of N100i so•ror R.evenus Bonds Series 1972, provided. however, that-this contract way be te:minsted at any time by mutual consant and agreement of Cho parties harato. The DUARMW agrees that net later than six months poor to the expiration of this contract it . Vill Notify the CITY, in welting, of the approacbIns terminstion date, and further agrees to renegotiate the contract aG tnac time for om edditio"i period of time up to thirty (30) yesrts. J • V CT TT L i ,&Oa` &%1j1T.1.tA TMON It is WFed by pW betw4a .the parti,vq chat should any dispute arise concerning this agreaent, which the parti-ss betwen themelvae camot adjust and reconcile, such matter at matters in dispute shall bo settled by a;LSeration in this ==war: either party may giae to the: other party the namr of an arbitrator selected by it, in writing thereupon, WichLo throe days, such party shall designate its arbltxotor, in mritingo and the two so nosed shall then name a third, the ' throe to beer the matter in dispute pramptlyi the parties M 1® P MAR-12-99 14 : 39 FROM: MIAMI BEACH PUBLIC WORKS ID 3056737647 PAGE 12 • Mir. 1 L, I m J:uOra XUWA�U bhLL!UU YLAMA4 111 M iUh% flu. Jy113 r. I L/ 1J to be bound by the decision of a majority Of duch three 1� • with no Eurther action whatever. in tho event that after being notified of the selection of an Arbitrator the othdt party should fail within the time eat forth to name its a>rbitrseor, ftnY Judges of the Xlpvanth hTuaicial Circuit of Dade County, not as such Jbdgee but as an individual and - Actinq unofficially, may name the arbi.tratcr for such party, and the two so named eball than select a thi.ro and proceed as hereinbefore not forth, the parties agreeing to be bound by the findings of the arbitration. SLCTION vii parr r I1MING UPOW SUCCESSOM This contract shill inAro to +end be loSndi°j•uPgn the _ aacceeeore of each of the pasties heretoi provided, however. d� • r' that in the event that at any time during the effective period bersof the CITY or DWARTMENS' shall decide to sell, leas* or otherwiae dispose of a portion of its sewage eystem, no earn, lease or Wier act of disposal shall be consummated unless the CITY and DEPARTDt= first shall agree tb:reeo in writing pri-or to tha consummatiot+ of such mal., Joao. or • other act of disposal, bat all provisions of this contract shall continue to be in full force and affect and binding upon both pnrtlem bexeto with respect to all portions of the swage syotmn of the CITY and 109IPARTl9UT not cuveze:d by such sale, leads or other metbW of disposal. TIME LIpJ=QN or omit • This offer 9 da on behalf of the D=ART1re''r to "a CITY � shall be good and valid through July 15, 1972 in the event � � mil -• f MAR-12-99 14 : 39 FROM: MIAMI BEACH PUBLIC WORKS ID= 30SS737647 PAGE 13 Y , Mar, 12. 1999 3:DeM MUwASU 5ALZhOU YLANN IK VIVO 0 sic, JW that the Cat'X d"• not e%arut4 this contract prior to Jung• - • 1972 the 1)WAjM7U= a?iall 16 twlitvcd o¢ eLa abligations and comitment• contained boVai,n and the tarma and conditi(me of this ccmtradt ohall be null and void unload an extemion Le xa pddtad by thv cZrY and a9roed to by the DZIA in writing. IN wlTuss wmAEOE, the partied heYetO have caused this iatdtramant to be executed by their reepectivt Officials thexevnta, duly autborized, all an of the aay and year hereinbaf ore first above wgitten. . p�PARTb�sT Cy VATIM AND SNaAS . or rag cxgr or MIAMI By 2 D iictor A'3UST s asecreta V^wry or T2m rXRST PART �y i.ty Council mayor . i►i"tEST . , by; -�.... .. City CleYkrFl Dance pi rector PAJEtTg Op m SECMID PAW • r I