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2003-068 RESOLUTION NO. 2003-68 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED PUMP STATION COST SHARING DEVELOPMENT AGREEMENT BETWEEN INVESTURA, L.L.C., VENAVENTURA, L.L.C., VENAVENTURA II, L.L.C., THE RELATED COMPANIES OF FLORIDA, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND THE CITY OF AVENTURA; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is authorized to execute the attached Pump Station Cost Sharing Development Agreement between Investura, L.L.C., Venaventura, L.L.C., Venaventura II, L.L.C., The Related Companies of Florida, Inc., The Prudential Insurance Company of America and the City of Aventura. Section 2. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Commissioner Holzberg, who moved its adoption. The motion was seconded by Commissioner Diamond, and upon being put to a vote, the vote was as follows: Commissioner Zev Auerbach Commissioner Jay R. Beskin Commissioner Ken Cohen Commissioner Bob Diamond Commissioner Harry Holzberg Vice Mayor Manny Grossman Mayor Jeffrey M. Perlow yes yes yes yes yes yes absent from the room Resolution No. 2003-68 Page 2 PASSED AND ADOPTED this 2nd day of September, 2003. ~~£AYOR APPROVED AS TO LEGAL SUFFICIENCY: ----1 i ~ CITY ATTORNEY 1412607:030609 This document was prepared by: Clifford A Scbu1man, Esq. Greenberg Trauns, PA 1221 Brickell Avenue Mianù, Florida 33131 PUMP STATION COST SHARING D~VELOPMENT AGREEMENT TIllS PUMP STATION COST SHARING DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this - day of .2003, by and between INVESTURA, LLC., a Florida limited liability company with an office located at 2999 N.E. 191" Street, Suite 803, Aventura, Florida 33180; VENAWNTURA, L.L.C., a Florida limited liability company, with an office located at 2999 N.E. 191st Street, Suite 803, Aventura, Florida, 33180; VENA VENTURA n, LLC, a Florida limited liability company with an office located at 10557 N.W. 53rd Street, Sunrise. Florida, 33351; TRG REGINA SQUARE, LTD, c/o The Related Group of Florida, Inc., a Florida Limited Partnerslùp, with an office located at 2828 Coral Way, Penthouse 1, Miami, Florida 33145 (all of the foregoing parties are collectively referred to herein as "Joint Users", and, individually, as a "Joint User") and THE PRUDENTIAL INSURANCE COMPANY OF AMERlCA, a New Jersey corporation, with an office located at 8 Campus Drive, 4th Floor, Parsippany, New Jersey, 07054 ("Prudential"); and the CITY OF A VENTURA, a Florida municipal corporation ("City"), with an office located at 19200 West Country Club Drive, Aventura, Florida 33180. WITNES SETH: WHEREAS, Joint Users are the owners of certain properties (the "Joint Users' Properties") located in the City of Aventura, Miami-Dade County, Florida; and Cliff",d A. Schulman (30S) S79-O613 Direct Fax: (30S)961-S61J E.Mail: ,chulmanc@gtlaw.com ~~[[~H~~ ATTn'NE" AT H~~~I~ March 9, 2004 VIA CERTIFIED MAIL AND E-MAIL Mr. Gilbert Benhamou Investura, LLC 2999 N.E. 191't Street Suite #803 Aventura, Florida 33180 Mr. Roberto Rocha TRG Regina Square, Ltd. 2828 Coral Way Penthouse] Miami, Florida 33145 Mr. Paul Rariton Venaventura, LLC 2846 N.E. 187th Street Aventura, Florida 33180 Mr. Lauris Boulanger Harbour Centre, Ltd. 1986 N.E. 149th Street North Miami, Florida 33181 Mr. Leonard Edelman Venaventura II, LLC 10557 N.W. 53rd Street Sunrise, Florida 33351 Mr. Eric Soroka City of Aventura 19200 West Country Club Dr. Aventura, Florida 33180 Dear Sirs: As ] notified you previously bye-mail. we received the last required signature to the above referenced Agreement on March 3, 2004. Enclosed is a fully executed copy of the Agreement. Pursuant to Section 4 of the Agreement, each party has ten (10) days from March 3rd to forward a check for their "Proportionate Share of the Estimated Improvement Costs". All checks should be made payable to the Greenberg Traurig Trust Account. Each party's Proportionate Share of the Estimated Improvement Costs is summarized below: . Investura, LLC.................................$187,384.74 . Venaventura, LLC..............................$166,564.22 . TRGReginaSquare,Ltd......................$437,695.19 . VenaventuraII, LLC...........................$33,833.36 . Harbour Centre, Ltd............................$52,051.32 . City of Aventura..... .............., ........, ....$21,471.17 GREENB..G TRAURIG. P.A. 1221 BRICKELL AVENUE MI'MI. FLOBIPA 33131 305-579-0500 FAX 305-579-0717 www..tlow.com MUMI NEW Yo.. WHHINGTON. D.C. ATLANTA PHILAOELPHIA TYSONS CORNER CHICAGO BOSTON PHOENIX WILMINGTn, Los ANGELES DENV," FORT LAUDERDALE BOCA RATON WEST PALM BEACH OBLANOO TALLAHASSEE March 9, 2004 Page 2 Please make sure that your payments are received by my office at the address listed below by March 15, 2004. If you have any questions, please call me at 305-579-0613. Thank you for your attention to this matter. Sincerely, ~~-~ If Clifford A. Schulman Enclosure cc: David Wolpin, Esq. Gary Kom, Esq. Gary Komick, Esq. Stanley Price, Esq. GREENBERG TRAURIG. P.A. This document was prepared by: Clifford A. Schulman, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 PUMP STATION COST SHARING Dt:VELOPMENT AGREEMENT THIS PUMP STATION COST SHARING DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this ~ day of Mar G h ,2004, by and between INVESTURA, LLc., a Florida limited liability company with an office located at 2999 N.E. 191" Street, Suite 803, Aventura, Florida 33180; VENA VENTURA, LLC., a Florida limited liability company, with an office located at 2846 N.E. 187th Street, Aventura, Florida, 33180; VENA VENTURA IT, LLC, a Florida limited liability company with an office located at 10557 N.W. 53rd Street, Sunrise. Florida, 33351; TRG REGINA SQUARE, LTD, c/o The Related Group of Florida, Inc., a Florida Limited PartnershiJ', with an office located at 2828 Coral Way, Penthouse 1, Miami, Florida 33145; HARBOUR CENTRE, LTD., with offices at 1986 NE 149th Street, North Miami, FL 33181; THE CITY OF A VENTURA, a Florida municipal corporation with its offices located at 19200 West Country Club Drive, Aventura, Florida 33180 (all of the foregoing parties are collectively referred to herein as "Joint Users", and, individually, as a "Joint User") and GREENBERG TRAURIG, LLP., with an office located at 1221 Brickell Avenue, Miami, Florida, 33131 ("Escrow Agent"). WITNESSETH: WHEREAS, Joint Users are the owners of certain properties (the "Joint Users' Properties") located in the City of Aventura, Miami-Dade County, Florida; and WHEREAS, Joint Users will require a commitment for sewer service from the Miami-Dade Water and Sewer Department ("WASD") in order to provide sewer service with appropriate capacity for the development of the Joint Users' Properties; and WHEREAS, all of the Joint Users are presently unable to receive such a commitment for said sewer service from W ASD due to the limited capacity presently available in Sewer Pump Station 439 ("PS 439"), which presently serves the geographic area where Joint Users' Properties are located; and WHEREAS, in order for any of the Joint Users to receive such commitments, it will be necessary to upgrade PS 439 in order to increase the sewage capacity of PS 439 and to meet the developmental needs of the Joint Users; and WHEREAS, the Joint Users have agreed, for the benefit of their respective Joint Users' Properties, to design, construct and install the neceSsary upgrades to PS 439 including the sewage force main and other related improvements (collectively, the "Improvements"), as is more particularly described in Exhibit "A" hereto; and WHEREAS, TRG REGINA SQUARE, LTD., ("TRG") has agreed to serve as the Joint Users' representative and the other Joint Users are willing to have TRG REGINA SQUARE, LTD., serve as the Joint Users' representative in connection with the design, construction and installation of the Improvements; and WHEREAS, Joint Users desire to enter into this Agreement for the purpose of setting forth the terms and conditions under which they will share in the cost of design, permitting and constructing the Improvements, all as more particularly set forth hereinafter; and -2- WHEREAS, Escrow Agent is willing to act as the holder of the funds deposited to an account to be maintained by Escrow Agent according to this Agreement and to distribute those funds as set forth herein. NOW, THEREFORE, for and in consideration ofthese premises, the agreements hereinafter set forth, the sum of TEN AND NO/IOO DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Joint Users and the Escrow Agent do hereby covenant, stipulate and agree as follows, to wit: 1. Incorooration of Recitals. The foregoing recitals are hereby incorporated as a part of this Agreement as if fully set forth herein. 2. Design of ImDrovements. TRG shall, upon the full funding of the Escrow Account set forth herein, cause to be designed and constructed the Improvements noted herein. The Improvements shall be designed according to the criteria and specifications stipulated by W ASD for the upgrade of the pump station and installation oftlb.e force main, and at such capacity as has been determined by W ASD to meet the development contemplated for the Joint Users properties, and as also required for future development in said geographic area to be served by the upgraded pump station. Said design and capacity shall be subject to review and approval by W ASD. TRG is hereby authorized to hire such engineers, contractors, experts and others as are necessary to complete the Improvements. 3. Cost Sharing for ImDrovements. Joint Users each hereby agree to pay, in advance, their respective Proportionate Share (as hereinafter defined) of the estimated cost of design, permitting, construction and dedication of the Improvements (collectively, the "Estimated Improvements Costs"). The Joint Users herby agree that the Estimated Improvements Costs, prepared by W ASD upon its evaluation ofthe required upgrade of the pump station and installation -3- of the force main, are set forth in Exhibit "B" of this Agreement. It is the intention of this Agreement that the Joint Users shall each pay for their respective Proportionate Share of all out-of- pocket costs associated with the Estimated Improvem~nts Costs, including, but not limited to out-of- pocket fees and costs to third parties for (i) engineering, planning and design, (ii) consulting fees for processing and expediting, (iii) legal representation (to the extent required in connection with the design, permitting and construction of the Improvements, except that each Joint User shall each pay for its own attorneys' fees), (iv) construction, (v) insurance and bonding, (vi) repairs and warranty work, (vii) hazard, liability and other necessary insurance and (viii) all other third party costs and expenses reasonably incurred by the Joint Users in connection with the design, permitting, construction or dedication of the Improvements. Except as othelWise set forth herein and for purposes of this Agreement, each Joint User's respective Proportionate Share shall be determined based upon the anticipated number of gallons of "new" sewer capacity that is estimated by and using W ASD's standard formula for these computations shan be followed current for each of the Joint Users' Properties and as set forth in Exhibit "C" hereto. 4. Advance Pavrnents Deposited with Escrow Agent. Within ten (10) days of the date of this Agreement and except as othelWise set forth herein, each of the Joint Users shall pay to the Escrow Agent their estimated Proportionate Share of the Estimated Improvement Costs. In the event, after the expiration of said period oftime any ofthe named parties to this Agreement either do not execute this Agreement or fail to make the advanced deposit, then within ten (10) days of the expiration of said period, Escrow Agent shall recalèulate each participating Joint Users Proportionate Share of the Estimated Improvement Costs, excluding the non-participating Joint User and shall notify an participating Joint Users of the revised advance necessary and the additional deposit that will be required by each participating Joint User to make up for the deficiency in the Improvement -4- Costs Account. Each participating Joint User shall deliver to Escrow Agent the additional amounts so identified by Escrow Agent, within five (5) days of such notification. Any further non- participations shall be similarly acted on by the Escrow Agent in order to assure the full funding of the Improvement Costs Account and actions against non-participating Joint Users shall be subject to the same actions and remedies set forth in Paragraph 6 hereof. Escrow Agent hereby agrees to accept such payments and to deposit such payments in an interest bearing account, segregated and not commingled with any and all other funds and accounts (the "Improvement Costs Account'} Interest accruing on the Improvement Costs Account shall. be deposited and retained in said Account. Acceptance ofthe funds called for in this Agreementshall not result in the Escrow Agent incurring any liability to any of the Joint Users or W ASD, except for any breach of Escrow Agent's duties specifically set forth herein. The duties ofthe Escrow Agent pursuant to the Agreement shall include the following: a) Disbursement of Funds. The.Escrow Agent shall disburse and deliver the amounts of funds set forth herein only in ac\:ordance with the terms hereof The Escrow Agent shall not disburse the funds in the Improvement Costs Account to any party other than as specifically provided herein. without the express prior written authorization of all Joint Users or their respective successors or assigns except as otherwise expressly set forth herein. The Escrow Agent shall disburse the funds referred to herein as provided in Paragraph 6 hereof b) Administration and Investmer¡t of Deposit. Escrow Agent shall invest, and from time to time reinvest, any cash then being held by Escrow Agent hereunder in a separate interest bearing account, at money market rates. All investments will be immediately available. -5- c) Liabilitv of Escrow Agent. The duties of Escrow Agent hereunder shall be limited to the observance of the express provlisions of this Agreement. Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine and in confonnity with the requirements ofthis Agreement. Escrow Agent shall not be liable for any action taken or not taken by it in the absence of a willful breach of its obligations hereunder or gross negligence on its part. d) Indemnification ofEscrow Aelent. Joint Users, to the extent pennitted by law, hereby covenant and agree to indemnifY and hold Escrow Agent harmless ftom and against any and all loss, costs, damages or expenses (including reasonable attorneys' fees) it may sustain by reason of its service as Escrow Agent hereunder, except if such loss, costs, damages or expenses (including attorneys' fees) are inculTed by reason of a willful breach of its obligations hereunder or gross negligence on its part. e) Disagreements Between Pwties/Internleader. In the event of any disagreement between the parties to this Agreement resulting in adverse claims or demands being made in connection with the Improvement Costs Account, or in the event that Escrow Agent, in good faith, shall be in doubt as to what action it should take hereunder, Escrow Agent may, at its option, refuse to comply with any claims or demands relating to this Agreement, so long as such disagreements continue or such doubt exists, and in any such event, Escrow Agent shall be entitled to continue to reftain ftom acting until (i) the rights to the funds in the Improvement Costs Account, as applicable, shall have been fully and finally adjudicated by a court of competent jurisdìction or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the persons making claims or demands with respect to the funds in the Improvement Costs Account, as applicable, and -6- Escrow Agent shall have been notified ther40f in writing signed by all such persons. In connection with any such disagreement as aforesaid, Escrow Agent shall have the right to institute a bill of Interpleader, and any costs so incurred by Escrow Agent shall be paid by the non-prevailing party. The rights of Escrow Agent under this paragraph are cumulative Dfall other rights that it may have by law or otherwise. f) Termination. Escrow Agent's obligations under this Agreement shall automatically terminate and expire and be of no further force and effect at such time as Escrow Agent shall have fully performed all of the duties set forth herein and the funds in the Improvement Costs Account have been fully l1isbursed in accordance with the terms hereof. 5. Refinement of Calculation of Estimated Cost of Improvements. Within thirty (30) days of Joint Users obtaining written notice iTom FQrtin, Leavy, Skiles, Inc. (the "Engineer"), the Engineer retained by the Joint Users to design the Improvements and to inspect same during the construction of the Improvements, that the working drawings for the Improvements have been completed, Engineer shall obtain, on behalf of the JQint Users, iTom three (3) potential contractors ("Contractors") bids to construct the Improvements. Said cost estimates shall be submitted to the Engineer for its review and approval ofthe lowest, responsible bid (the "Approved Cost Estimate"). Once so determined, the Approved Cost Estimate shall be certified to all Joint Users and the Escrow Agent and shall be attached to and made a part of Exhibit "B". Within ten (10) days of approval of the Approved Cost Estimate, each of the Joint Users shall contribute to the Escrow Agent its Proportionate Share of any additional funds that are necessary to assure that 100% ofthe Approved Cost Estimate is in the Improvement Costs Account being administered by the Escrow Agent. Thereafter, and until finally determined as set forth h~rein, the Approved Cost Estimate shall govern the construction ofthe Improvements, and the Improvements shall be constructed by the approved -7- "Contractor" pursuant to a construction agreement inuring to the benefit of the Joint Users (the "Construction Contract"). The Construction Contract shall provide that the invoices to be provided by the Contractor in support of its draw requests" and the Contractor's books and records in connection therewith, may, upon written notice ITo!11 any of the Joint Users to the Contractor, be audited by an independent accounting finD orreal estate consultant retained by anyofthe Joint Users and which shall be paid for by the Joint Users and if more than one Joint User requests the audit, shall be paid for by said Joint Users in accordance with their respective Proportionate Share. Any changes, amendments or modifications made to the Approved Cost Estimate or to the Construction Contract, and any change orders made for the construction of the Improvements, shall require the written consent of a majority of the Joint Users, as,detennined by their respective Proportionate Shares. This Agreement constitutes an agreement between independent contracting parties and shall not constitute a joint venture. The Engineer hereby Joins in this Agreement solely for purposes of acknowledging its obligations set forth herein and said joinder does not impose any liability on Engineer. Instead, Engineer will enter into a separate contract and/or agreement with the representative of the Joint User to define and fulfill, its duties described herein. Notwithstanding anything to the contrary herein, the parties recognize that any alteration ofthe Refined Cost Estimate must confonn to W ASD's standard fonnula referenced in Paragraph 3, above. 6. Distribution of Deposited Funds bv Escrow Agent. The purpose ofthe deposits with the Escrow Agent shall be to pay draw requests for the design, administration and construction of the Improvements. The Improvement Costs Account administered by the Escrow Agent shall be so managed that all draw requests ITOm the Contractor !ihall be forwarded to the Escrow Agent and the Engineer. The Engineer shall inspect (i) the Improvements that have been constructed immediately subsequent to receiving each draw request, and (ii) each draw request to confirm that such draw -8- request conforms to the terms of the Construction Contract, and that the invoices provided by the Contractor supporting such draw request adequately support such draw request. The Engineer shall provide written certification to the Joint Users and the Escrow Agent prior to the disbursement for any draw request that (A) the Improvements have b~en constructed to date in accordance with the Construction Contract, (B) the draw request conform$ to the terms of the Construction Contract, and (C) the invoices provided by the Contractor supporti(lg such draw request adequately support such draw request, which certification shall be in the form of Exhibit "D" hereto (the "Engineers Certification"). Within five (5) days after receipt ofia draw request, the Engineer shall provide its Engineer's Certification to Escrow Agent and Joint Users provided that the draw request is complete and accurate. If the draw request is not accurate orcatmot be substantiated, it shall beretumed to the contractor for adjustment. Within seven (7) days after the Engineer sends its Engineer's Certification, Joint Users shall review the Engineer's'Certification and shall also provide any written objections to the Escrow Agent concerning the Engin~ers Certification. On the fifth (5th) day after the Engineer's Certification is sent to Escrow Agent, E$crow Agent shall send notice by fax to Joint Users of its intent to pay the draw request authorized by the Engineer's Certificate unless any Joint User provides written objection to such payment no later than the seventh (7'h) day after the Engineer's Certification is sent. In the event that Escrow Agent receives a written objection trom a majority of the Joint Users, as determined by their respéctive Proportionate Shares, the issue shall be resolved inßccordance with the terms ofthe Construction Contract. In the event that Escrow Agent receives no written objection trom the above-noted majority of Joint Users within seven (7) days after the Engineer's Certification is sent to Escrow Agent, Escrow Agent shall pay the draw request pursuant to the terms of the Construction Contract, by withdrawing the certified amount trom the Improvement Costs Account. In the event that there exists no further funds in the Improvement -9- Costs Account to pay for the Contractor's draw requests, Joint Users shall each, promptly but in any event within ten (10) days ofreceiving written notice from the Escrow Agent of such shortfall, together with a written estimate from the Contractor, ~ubstantiated by the Engineer, of the remaining unfunded hnprovement Costs (the "Remaining Improvement Costs"), pay their respective Proportionate Share of the Remaining Improvement Costs to Escrow Agent, which shall thereafter promptly deposit said funds into the hnprovement çosts Account, provided, however, that if any Joint User shall fail to pay its respective Proportionat~ Share of the Remaining hnprovement Costs to Escrow Agent within three (3) days of receiving writlennotice from Escrow Agent of such shortfall, the remaining Joint Users shall submit to Escrow Ag~nt the non-deposited amount in their respective Proportionate Shares and said Joint Users shall be sblely responsible to take such legal actions as may be required to compel payment by the non-depo$iting Joint User and/or seeking reimbursement from the non-depositing Joint User, with the prevai'ing party in any such action being entitled to reasonable attomeys' fees and costs, at trial and appe~ and interest on the due and owing amounts at the highest interest rate pennitted by law. In the ever¡t ofajudgment against the non-depositing Joint User, each of the other Joint Users shall be entitled to a lien on any real property owned by the non- depositing Joint User, except on property owned by the City of Aventura, and shall be entitled to record a lien on any such property and to foreclose on said lien, as ifit were a mortgage lien. Escrow Agent shall have no duty to seek any such reimbursement from the non-depositing Joint User. This process shall be repeated as needed until completion of the hnprovements in order to provide for sufficient funds to fully pay for the Improvements. Any surplus remaining in the Improvement Costs Account shall be refunded to Joint Users, pursuant to their proportionate share as set forth herein and within thirty (30) days of final certification by the Engineer that the Improvements have been completed and accepted and conveyed to W ASD. Notwithstanding any provision of this Agreement -10- to the contrary, the City of A ventura, as a Florida munlicipal corporation, shall not be responsible for any payment, cost, expense or liability which is in excess of City's Proportionate Share, as detennined in accordance with Exhibit "C" or as may be othelWise modified pursuant to the tenns hereof. 7. Sharing of Reimbursements from W AßD. The Joint Users shall enter into a sewerage service agreement with W ASD, that any reimbursem~nts that are paid to or collected or received by or W ASD on account of the owners of Other Properties who seek to connect to the Improvements shall be paid to the Escrow Agent, as will be specified in the service agreement with W ASD. The Escrow Agent shall deposit all such reimbursements in the Improvement Costs Account and shall be distributed to the Joint Users pursuant to their resp~ctive Proportionate Shares as provided for in paragraph 3 herein. 8. Authority. Each party warrants and represents to the other that it has all necessary power and authority to enter into and consummate the tenns and conditions of this Agreement and that, upon execution of this Agreement by all parties, this Agreement shall be valid, binding and enforceable against such party and their successors and assigns. 9. Governing Law/No Presumption. This Agreement shall be governed and enforced in accordance with the laws ofthe State of Florida. All parties have participated in the drafting ofthis agreement and in the event oflitigation, there shall be no presumption in favor of one party over the other in such regard. 10. Term. This Agreement shall remain in effect until completion of the construction of the Improvements in accordance with the terms of this Agreement, and thereafter until the completion in full of all of the tenns and provisiQIls set forth in this Agreement, including the Improvements warranty period. -11- 11. Designation ofTRG. The Joint Users have designated and do hereby designate TRG as the Joint Users' representative to coordinate the attivities of the Joint Users provided for in this Agreement, to communicate with the Escrow Agent, the Contractor, the Engineer and W ASD on behalf of the Joint Users and otherwise to expedite the Joint Users' activities hereunder and to execute such contracts or agreements as are required for the design and construction of the Improvements. 12. Notices. Any notice which can or may be delivered pursuant to the terms of this Agreement may be delivered by hand-delivery, certi¡fied mail return receipt requested, telecopy or express courier and shall be effective upon receipt if delivered to the parties at the addresses set forth on the first page of this Agreement. Any party by written notice delivered in accordance with the requirements of this Paragraph 12 may modify its address for receipt of all future notices. 13. Counterparts. This Agreement may be entered into in any number of counterparts which when affixed together shaH constitute one (1) original agreement. 14. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Joint Users and their respective successors and aSsigns. 15. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shaH be settled by arbitration to be held in the Miami-Dade County, Florida in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court havingjurisdiction pursuant to the Florida Arbitration Act, Ch. 682, F.S., and the parties to this Agreement consent to the jurisdiction of the Florida courts for this purpose. Any process or other papers under this provision may be served outside the State of .Florida in the same manner provided with respect to notices under this Agreement, provided a reasonable time for appearance or response is allowed. Each party to the arbitration shall appoint -12- one arbitrator and the arbitrators so appointed shall appoint an additional arbitrator. The parties shall be afforded reasonable prehearing disclosure of relevant information. Each party to the arbitration shall have one day to present its case to the arbitrators and the arbitrators shall be instructed to make their award no later than 30 days after the date of the closing of the hearing. The arbitrators may provide that the costs, expenses and attorneys' fees incurred by the prevailing party in connection with the proceeding will be paid, in part or full, by the other parties to the arbitration. The parties will be entitled to injunctive relief to restrain any breach or threatened breach of this Agreement pending the resolution of a dispute pursuant to this Plu"agraph and no bond or other security will be required in connection with such injunctive relief. [SIGNATURES ON FOLLOWING PAGE] -13- IN WITNESS WHEREOF, Joint Users have caused these presents to be executed in the manner and form sufficient to bind them as the date and year first above written. Signed, sealed and delivered in the presence of: Print ~kL~ ~ Witne~ D t;-1t1\'j <, OtElLO Printed Nam By: Name: Its: Date: I ~~'t(J~-A- /- .I 9 . .,ê1JO~ STATE OF FLORIDA) ) ss: COUNTY OF t'f\1A-mì- to..d4 The foregoi1 instrument was ackn~ledged before me this 11- day of JI'rr1U1W , 2003by c',\'neL: ~l)hA(I\()O,the ¡";f\e~ole.f"lt ofinvestura,LLC,aFloridalimit1:d liability company, on behalf of said limited liabilitY company. fIe/she is personally known to mè)or has produced (type of identification) as identification. 1 w.ADYS OTEOO MY COMMISSION. DO 178114 EXPIRES: Janl1aJy 15.2001 -"""""'-- NOTARYP (Print, Type or Stamp Commissioned Name of Notary Public) VENAiVENTURA, L.L.C., a Florida limited liability company ~\ Witness 1"""- \-1~,..,."J v.I'. N. Name: EÞWJ,<' ¡¡:¡ HI 1)þK A "(, 'yrçsiàent "(v- I /~/o'-1 Date: Printed Name Witness Printed Name STATE OF FLORIDA COUNTY OF ) ) ss: ) The foregoing instrument was acknowledged before me this - day of , 2003 by Enrique Feldman, the President ofVenavel1!ura, LLC, a Florida limited liability company, on behalf of said limited liability company. He/sh~ is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC, STATE OF FLORIDA (print, Type or Stamp Commissioned Name of Notary Public) Venaventura II, LLC, a Florida limited liability company By: Witness Name: Printed Name Its: VENAiVENTURA, L.L.C., a Flor~da limited liability company By: Witness Name:' ENRIQUE FELDMAN, President Printed Name Date: Witness Printed Name STATE OF FLORIDA COUNTY OF ) ) ss: ) The foregoing instrument was acknowledged before me this - day of 2003 by Enrique Feldman, the President of Vena ventura, LLC, a Florida limited liability company, on behalf of said limited liability company. Helshe is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC, STATE OF FLORIDA (print, Type or Stamp Commissioned Name of Notary Public) Witness Venaventura II, LLC, ::'~~ Name: LEt?M1RlJ El)Ei"1./J1,ttr/ Printed Name Its: Witness Date: i Printed Name STATE OF FLORIDA ) ) ss: ) COUNTY OF The foregoing instrument was acknowledged before me this - day of 2003 by , the of Venaventura II, LLC, a Florida limited liability company, on behalf of said limited liability company. He/she is personally known to me or has produced (type of identification) as identification. NOTARY I1UBLIC, STATE OF FLORIDA (Print, Type or Stamp Commissioned Name of Notary Public) TRG Regina Square, Ltd. a Flori\la limited partnership. B, i. 4tJ. eral P. er:?} a. ;:er15'Or . . By: , ~ Witness Name: Its: RÐB[RTO 8. ROCHA EXECUTIVE VICE PRESIDENT Printed Name Witness Date: rzjØ / Printed Name STATE OF FLORIDA ) ) ss: ) COUNTY OF MAR. -04' 04 (THU) 09:48 BILZIN, SUMBER. ETo AL HAR-O4-2004 THO 09: 02 AM LAOR [S BOULANGER ¡NO FAX NO, 305 940 0107 The foregoing ÍIISU\IJI1eot was acknowledged b~ore me Ú1is - lilY of . 2003 by . the of The Lofts of Aventur., LLC, a Florida lirøited liability çomPIIDY, on behalf of Bald 1I~ liability campany. He/she is penonally known to 1M or has pra4uccd : (type ofidentUù:ation) as identification. k~ W~BSl)i ~v.4. Printed N(-- ~,e..1!I.f ß4'P,.v~t;Jf.. Printed Name STATB OF FLOlUPA COUNTY OF ) )u: ) NOTARYPU~L1C. STATEOllFLO1UDA (print, Type or Stll11lP Commlailon.ed Name of Notary Public) P. 002/003 p, 02 Harbour Centre, Ltd. . J'larid.l1Iø.lted partJ\'nhip. By its G,nore1 Parmer: ..4v6...r" II" I LI-r:/iflNA't/O#<...L .' colporatloß. ~II.(/"" lt~ Ct¡,'f{i/I.. ¡¡\Ie Dæe: MAR.-O4'O4(THUI 09:49 BILZIN.SUMBER.ET.AL . NAR-O4-2004 THU 09:03 AM lAURIS BOOLANGER ¡HC FA~ NO, 305 940 0107 P. OOJIOOJ p, 03 ¡j The ftlreaC!lni Inswment was ackn51w1edged b~o III; this -2. day of !\U.¡¡ C. ~ , 2001 by lJ¡.lIu£ ß.t, rAU 6 #~. the ~~td"t: tIC , the General Partner ofHaroour Centre, J,.td.. a Florida limited pann hip, on behalf of said limited partnership. HeJshe is per&cnally knoWII to me or bas producod (type ofideotification) as ìclentißœtitln. ~~~ N ÞJlyp~.: - '. ,..,- .....~. -. (Pdllt., Type lor 0_." Notal)' PlabJlc) City oC"veDtllra, . flarlcfa manleipal eorporatlon. Witness By: ~ame: . Eric Soroka Printed :t>I1II\1 w¡¡¡¡;;- ItS: City MaII'ieI' DIU: Printed NI1' I8 STATBOPFLOIUDA COUNTY OF MlAMI.DADE ) :0 ) The fore¡¡oing inltl'UlI\8\\t was IdaIowle4¡ed I>cf'oro 1M this - da,y of . 2003. by Eric SoroQ, City M4na¡cr for the CIty of Avent\ll'e., 011 behalf at laid city, wilt> Is personally known to II1ð or produced 8ð lderil!1lça \oll. Print Name: Feb 05 04 11:IS" Office of Ci~~ M"na~er 305-466-8919 p.2 The foregoing instrument was acknowledged before me this - day of 2003 by , the of , the General Partner of Harbour Centre, LId" a Florida limited partnership, on behalf of said limited partnership, He/she is personally known to me orhas produced (type ofidentilication) as identification, NOTARY PUBLIC, STATE OF FLORIDA (Print, Type or Stamp Commissioned Name of Notary Public) ,i!~ ::" or~"7 flori"~ ~"',;... rporation. Name: Eric Soroka Witness Its: City Manager Date: --..<J.þ..þ.'f Printed Name ltfr"v4: rl~ C I h ¡, /,À;;:;-- STATE OF FLORIDA :ss COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me tIlls - day of ,2003, by Eric Soroka, City Manager for the City of Aventura., on behalf of said city, who is personally known to me or produced as identification, Print Name: Title: Serial No.: My Commission Expires: Escro,\\, Agent ::ee:¡¡ÿ1) ]v Name: C-L' fYð£ i) ,4. Its: S'h>'\(-,-\",,\cÅ.t...(L. Date: 2... II fs-J ö'f ~~~ J(\\.I.<.U..~ STATE OF FLORIDA COUNTY OF ) ) ss: ) The fore~oing instrument was acknowledged before me this 1L day of ~ I'UGI r1: 2O°¥by Cl~.çh ra. \t-.5',^(.L(..,~t'íìe of Greenberg Traurig, LLP, aFlonda limited liability partnership, on behalf of said limited liability partnership. He/she is personallx known to me or has produced (type of identification) as identification. ~~~~ NOTARY UBLIC, STATE OroFLORIDA (print, Type or Stamp Commissioned Name of Notary Public) ClALNOI: S NorMY ~OLYN P HODGE co uc STATE OF FLoRmA MYco=~~t~~¡'~~18 Joinder. FORTIN, LEAVY, SKILES, Ine., a Florida Corporation By:ð// ~ Name: Carl ¿. s;K¡/e.5 Title: /'re 5( tI~'1 -r-. ~o/H- EXHIBIT "A" DESCRIPTION OF IMPROVEMENTS Renovation and upgrade of MOW &SD Sanitary Sewage Pump Station #439 and related items: . Renovation and upgrade of pump station,' including all necessary controls, pumps, motors, electric service, standby generator, . New force main ftom pump station, along NE 29th Avenue, to existing force main ¡nNE 19lstStreet. . All related engineering and administratiolil services. #1499429 v3 - related: loehmaon's pump station improvements exhibit "a" EXHffiIT '1B" ESTIMATED IMPROVtMENT COSTS RENOV AnON and UPGRADE OF MIAMI-DADE WATER & SEWER DEPARTMENT PUMP STATION 439 and INStALLATION OF FORCE MAIN PRELIMINARY COST ESTIMATE FOR U~GRADE PUMP STATION (Based on previous estimate of August 23, 2003) Estimated contract price........ ........... ..........$~OO,OOO Estimated total cost .................... .............$.90,000 FORCE MAIN (1300 LF of 8-inch FM) Estimated contract price ................. ."..... $247,000 Estimated total cost ........................"...... $409.000 Total cost both projects combined.............. $899,000 The estimated total cost includes: contract allo\,<!ance, engineering, permitting, construction management, contingencies, and overhead. Estimated prepared by MDW &SD, November 1 V, 2003 EXHIBIT "C" CALCULATION OF PROPORTIONATE SHARE OF JOINT USERS PERCENT OF PROPORTIONATE JOINT USER & GALLONS PER DAY TOTAL GALLONS TOTAL SHARE OF $899,000 DEVELOPMENT NAME DEVELOPMENT PER UNIT PER DAY 207,257 GALLONS EST. TOTAL COST Investura, LLC 216Apts 200 GPO/Apt. 43,200 GPO 20.84% $187,384.74 UPTOWN MARINA LOFTS Venaventura, LLC 192 Apts. 200 GPO/Apt. 38,400 GPO 18.53% $166,564.22 ATRIUM AT AVENTURA The Related Companies of 500 Apts. 200 GPO/Apt. 100,000 GPO 48.69% $437,695.19 THE RESIOENCES AT 18,126S.F.Relail 5 GPO/1oo S.F. 907 GPO AVENTURA 100,907 GPO Venaventura II, LLC 39 200 GPO/Apt. 7,BOO 3.76% $33,833.36 Eastside Harbour Centre 240 Seats 50 GPOlSeat 12,000 GPO 5.79% $52,051.32 Restaurant City of Aventura 330 Students & Staff 15 GPO/person 4,950 GPO 2.39% $21,471.17 Middle School TOTALS 207,257 GPO 100.00% $899,000.00 MlA-SR VOl'SCHULMANClI SI977()vQ! II XC4QOl_,DOCIl liI81O3\9990! ,725951 EXHIBIT '10" ENGINEER'S CE~TIFICATE The undersigned, FORTIN, LEAVY, SKILES; Inc., a Florida Corporation, hereby certifies to INVESTURA, LLC., VENA VENTURA, L.L.C., VENA VENTURA II, LLC, TRG REGINA SQUARE, LTD., HARBOUR CENTRE, LTD., THI\ CITY OF A VENTURA and GREENBERG TRAURIG, LLP (collectively, the "Certified Partiesr'), with the understanding that the Certified Parties will rely upon the accuracy of the facts contained in this Certificate, that (i) the undersigned has received a draw request ftom the Contractor ¡on , 200- (the "Draw Request"), (ii) the undersigned has inspected (A) the Improvements that have been constructed immediately subsequent to receiving such Draw Req1\est, and (B) the Draw Request and the invoices provided by the Contractor in connection with sucb Draw Request, and (iii) based upon such inspection, the Improvements have been constructed to date in accordance with the Construction Contract, the Draw Request conforms to the terms ofthe Construction Contract, and the invoices provided by the Contractor supporting such Draw Request adequately support such Draw Request. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Pump Station Cost Sharing Agreenj.ent, dated ,2003, between the Certified Parties. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ,200_. FOR1!JN, LEAVY. SKILES, INC. By: Name: Title: Exhibit "E"