HomeMy WebLinkAboutR-2020-044 C-51 Reservoir Project Amendment to Agreement for Capacity Allocation in Phase 1RESOLUTION NO.2020A44
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH,
FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN
AMENDMENT TO THE AGREEMENT FOR CAPACITY ALLOCATION IN PHASE 1 OF
THE C-51 RESERVOIR PROJECT TO EXTEND THE PROJECT COMPLETION DATE;
PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA:
Section 1. That City officials approved an Agreement for Capacity Allocation in
Phase 1 of the C-51 Reservoir at the June 26, 2018 City Commission meeting by a unanimous
vote and executed by City_ officials.
Section 3. That the proper City officials are authorized to execute the attached
Amendment to the Agreement for Capacity Allocation in Phase 1 of the C-51 Reservoir Project
with Palm Beach Aggregates, LLC, a copy of which Amendment is attached as Exhibit "A" and
which is made a part of and is incorporated into this Resolution by this reference.
Section 4. That the City Manager and City Attorney are authorized to make minor
revisions to the Amendment to the Agreement for Capacity Allocation in Phase 1 of the C-51
Reservoir Project that are deemed necessary and proper for the best interest of the City.
Section 5. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 6. That this Resolution shall be in full force and take effect immediately upon
its passage and adoption.
PASSED AND ADOPTED on May 1
• • jITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
THOM�AS J.`;;�ANSBRO
CITY ATTORNEY
LORI LE
MAYOR
AMENDMENT TO
AGREEMENT FOR CAPACITY ALLOCATION
IN PHASE 1 OF THE C-51 RESERVOIR
CITY OF DANIA BEACH
This Amendment ("Amendment") to the Agreement for Capacity Allocation in Phase 1
of the C-51 Reservoir (the "Agreement") is made and entered into on May , 2020, by and
between Palm Beach Aggregates, LLC ("Company"), a Florida limited liability company, with
its principal offices at 20125 State Road 80, P.O. Box 700, Loxahatchee, Florida 33470, and the
City of Dania Beach, Florida ("Participant"), a municipality organized and existing under the
laws of the State of Florida, whose address is 100 W Dania Beach Blvd, Dania Beach, FL 33004.
Company and Participant shall collectively herein be call the "Parties" and each be individually
identified herein from time to time as a "Party."
Recitals
A. The Parties entered into the Agreement on July 31, 2018, to provide for surface
water storage capacity in the proposed collaborative development project known as the C-51
Reservoir, as further described in the Agreement ("C-51 Reservoir"), which is intended to be
constructed in two phases.
B. The Agreement provides for an allocation to Participant of one (1) million gallons
per day of storage in Phase 1 of the C-51 Reservoir, as further described in the Agreement ("Phase
1 Reservoir").
C. Despite the best efforts of the Parties, it has taken longer than anticipated to
satisfy certain conditions precedent set forth in the Agreement, and Lite Parties desire to amend
the Agreement to extend the relevant time periods thereunder and to continue working together
towards completion of the Phase 1 Reservoir project.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. The foregoing recitals are true and correct, and are incorporated herein by
reference.
2. Unless otherwise stated, for paragraphs 3 — 4 below, words in s+t.,,,.', *h,.,.,,,��, type
are deletions from existing text and words in underline type (aside from previously included
headings) are additions to existing text.
3. Section 3.2 of the Agreement is hereby amended, in part, as follows:
3.2 Termination. Upon delivery of written notice to Company, as defined by
Article 15 below, Participant may terminate this Agreement:
3.2.1 If Company fails to notify Participant, on or before September-
3��'z84-BMay 31, 2020, that it has sufficient permits,
commitments, and financing to commence the construction of the
Phase 1 Reservoir; or
4. Section 11.1 of the Agreement is hereby amended, in part, as follows:
11.1 All of Company's obligations under this Agreement are expressly made
subject to all of the following conditions, which Company agrees to use its
reasonable efforts to promptly pursue and satisfy, time being of the
essence:
11.1.2 Company's securing full Construction Financing for the Phase 1
Reservoir on or before May 311 20201A�ithir ninety i90days aft-e f
+1.o A4f;r:M,,v v^^RVA7R P1ed G^„^^'^ n^+�, with a closing date within
ninety (90) days thereafter (the "Phase 1 Construction Finance
Date"). On or before the tenth (loth) day after the Phase 1
Construction Finance Date, and at least sixty (60) days before the
closing date for Construction Financing, Company shall notify
Participant in writing of the Phase 1 Construction Finance Date,
as well as the anticipated closing date for Construction Financing.
5. Appendix D (C-51 Reservoir —Phase 1 Project Completion Schedule), attached
hereto, and incorporated herein, sets forth Company's estimated outside dates for completion of
construction and commencement of operations of the C-51 Reservoir. Company shall use its
best efforts to achieve the project milestones listed in Appendix D within the time periods
specified. If Company anticipates a delay in achieving any of the project milestones listed in
Appendix D, Company shall promptly notify Participant in writing of such anticipated delay.
6. Except as modified herein, all terms and conditions of the Agreement shall remain
in full force and effect. In the event of any conflict or ambiguity between this Amendment and the
Agreement, this Amendment shall control.
7. This Amendment is effective when fully executed by the Parties, and may be
executed by the Patties in counterparts which, when taken together, shall have the force and effect
of an original binding document.
(Remainder of Page Intentionally Left Blank)
2
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be
executed by their respective duly authorized officers as of the date and year set forth above.
ATTEST:
THOMAS SCHNEIDER, CMC
CITY CLERK
APPROVED FOR FORM AND
SUBSTANCE
THOMAS J. ANSBRO
CITY ATTORNEY
PARTICIPANT
CITY OF DANIA BEACH, FLORIDA, a
Florida municipal corporation
LORI LEWELLEN
MAYOR
ANA M. GARCIA, ICMA-CM
CITY MANAGER
3
WITNESSES:
Print Name
Print Name
0
COMPANY
PALM BEACH AGGREGATES, LLC, a
Florida limited liability company
By:
Name:
Title:
Date:
Enrique Tomeu
President
Appendix D
C-51 Reservoir —Phase 1
Project Completion Schedule — Outside Dates
Description
Construction Financing Commitment
Notice of ConstructionFinancing Commitment
Closing on Construction Financing
Commencement of Construction
Construction Substantial Completion
Operational Testing
Final Cleanup and Demobilization
Closing and Turnover to C-51 Reservoir, Inc.
Commencement of Operations
Milestone Dates
May 31, 2020
June 11, 2020
August 31, 2020
September 2020
July 2022
August 2022
August 2022
September 2022
September 2022