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Contract with Town of Surfside and MDC Water & Sewer Authority CONTRACT BETWEEN THE CITY OF MIAMI BEACH THE TOWN OF SURFSIDE AND THE MIAMI-DADE WATER AND SEWER AUTHORITY PROVIDING FOR FURNISHING OF WATER SERVICE BY THE CITY OF MIAMI BEACH TO THE MIAMI-DADE WATER AND SEWER AUTHORITY FOR RESALE TO THE CITY OF SURFSIDE THIS CONTRACT, made and entered into this 20th day of April ., 1983, by and between the City of Miami Beach, hereinafter referred to as "Miami Beach", the Town of Surfside, hereinafter referred to as "Surfside", each a municipal corporation organized and existing under the laws of the State of Florida, and the Miami-Dade Water and Sewer Authority, hereinafter referred to as the "Authority", an agency and instrumen tality of Dade County, Florida. W ITNESS. ETH . WHEREAS, there is an existing contract dated June 24, 1957, between the former Department of Water and Sewers of the City of Miami, predecessor to the Authority, and Miami Beach relating to the supply of water by the Authority to Miami Beach; and WHEREAS, there have been disputes and litigation between Miami Beach and Surfside relating to rights under that contract; and WHEREAS, the purpose of this present contract is to provide a total source of water supply directly from the Authority's system to Surfside and to supersede such provisions in the existing contract of June 24, 1957, as hereinabove described, as they relate to Surfside; and WHEREAS, Miami Beach desires to have the Authority supply water to Surfside directly from their supply; and WHEREAS Miami Beach the Authority, the Town of Bal Harbour Village and the � Y� g Town of Bay Harbor Islands entered into a contract dated October 17, 1979, providing for the construction and cost participation of a 24-inch water transmission main from 75th Street in Miami Beach through Surfside in Byron Avenue to 96th Street; and WHEREAS, water supply for Surfside from the Authority may be provided by the aforesaid 24-inch main; and WHEREAS, the above described contract entered into by Miami Beach, the Authority, the Town of Bal Harbour Village and the Town of Bay Harbor Islands provides that the Authority purchase water from Miami Beach for 140 percent of the rates established by the contract of June 24, 1957 between Miami Beach and the Authority; NOW, THEREFORE, in consideration of the covenants and agreements herein set forth to be observed and performed, the parties hereto hereby covenant and agree that the above recitations are true and further covenant and agree that: 1. The contract of June 24, 1957, to the extent that it relates, directly or indirectly, to Surfside shall be superseded by this contract upon the execution of this contract by the parties herein. -1- 2. Miami Beach shall sell and deliver to the Authority and the Authority shall sell and deliver to Surfside water necessary to fulfill its requirements. Miami Beach shall furnish water to the Authority, and the Authority shall furnish water to Surfside through Miami Beach's existing meter at Collins Avenue and 87th Terrace. If Surfside desires any connections to the Authority's 24- inch transmission main which is installed through Surfside in Byron Avenue, the parties hereto will enter into a new contract superseding this contract. If Surfside desires additional water prior to connecting to the Authority's 24-inch transmission main, Surfside shall make arrangements with the Authority to provide the additional water and Miami Beach will have no obligation to furnish the additional water through its distribution system; however, any additional water which Miami Beach will furnish to the Authority's facilities will be at the rate specified in Section 7 herein. 3. All water delivered by the Authority hereunder shall be of good and potable quality satisfactory for domestic use and shall have received the same treatment and be of the same quality as that furnished to Miami Beach. 4. The water furnished by Miami Beach hereunder shall be delivered to the Authority at the point of delivery at the pressure which Miami Beach, in the operation of its transmission and distribution facilities, maintains at such point of delivery for the purpose of rendering adequate water service in the City of Miami Beach. Neither Miami Beach nor the Authority shall have the responsibility to maintain beyond such points of connection to the Surfside distribut ion system such water pressures and storage facilities as may be required to meet fire flow requirements as they may exist from time to time in Surfside. In the event that, despite all reasonable diligence exercised by Miami Beach in maintaining adequate storage and transmission facilities, there should at any time be an insufficient supply of water to supply the total requirements of the Authority based upon the total requirements of Surfside due to causes beyond Miami Beach's control, Miami Beach shall be deemed to have fully performed its duties and to have discharged its obligations hereinunder if, in such circumstances, it shall furnish and deliver to the Authority its pro-rata share of such supply. Similarly, if despite all reasonable diligence exercised by the Authority in constructing and maintaining adequate transmission and metering facilities, there should at any time be an insufficient supply of water to supply the total requirements of Surfside, due to causes beyond the Authority's control, the Authority shall be deemed to have fully performed its duties and to have discharged its obligations hereinunder if, in such circumstances, it shall furnish and deliver to Surfside its share of such supply based upon the ratio of the requirements of Miami Beach and Surfside. Surfside shall have the right to legal recourse for any other acts by Miami Beach in withholding water from Surfside as outlined in this contract. 5. The Authority will, in the presence of representatives of other parties if so desired, test and calibrate all master meters referred to herein. If any test report shows meter errors in excess of plus or minus two percent (2%) of full scale there will be an appropriate adjustment by Miami Beach or the Authority, depending on the meters involved, for the last month's billing. Such adjustment will appear as a charge or credit on the next monthly service bill rendered to the Authority or to Surfside. -2- Registration of meters when maintained as above shall be binding upon all concerned parties hereto as a basis for all water flow charges. Access to meters shall be available to all concerned parties herein upon request and in the presence of a representative of the Authority. In case of meter failure, each successive monthly charge shall be based on the last available monthly meter reading. Meter readings will occur as nearly as possible on the twenty-eighth day of each month. Any party hereto may install, maintain and operate, at no expense to the Authority, such check measuring equipment as it shall desire, provided the equipment shall be so installed as not to interfere with the operation of the meters. The parties hereto shall have the right to be present at the time of, and the Authority shall service reasonable prior written notice of, any installing, cleaning, changing, repairing, calibrating or adjusting done in connection with the meters described herein. 6. The Authority shall deliver the water provided for under this contract to Surfside at the same pressure that Miami Beach provides to the Authority at the point of delivery specified in Section 2 herein. 7. The Authority shall pay Miami Beach for the right to use Miami Beach's pump houses, mains and storage tanks and for all water supplied on the basis of the volume of water as measured by the Surfside master meter, destined for Surfside, for the period of this contract, at a rate of 140% of the rate per thousand gallons payable monthly by Miami Beach to the Authority for the water purchases pursuant to the contract of dune 24, 1957. 8. Surfside shall pay to the Authority the same monthly amounts as determined in accordance with Paragraph 7 hereinabove plus an amount per month, not to exceed $200.00, equal to the Authority's actual operating and maintenance costs, including but not limited to billing, meter reading and meter calibration costs, associated with the Surfside master meter. If any connections to the Authority's 24- inch main are installed, as described in Section 2 herein, a new monthly rate shall be determined and incorporated in the new contract superseding this contract. In conjunction with the amounts to be paid as described hereinabove, Surfside shall pay (or be credited) any adjustments on the monthly water service bills submitted by Miami Beach to the Authority for water supplied to Surfside. Such adjustments are necessary because the rate to be applied against any given month's flows is not available until a succeeding month. All parties to this contract agree that the rates described in Paragraphs 7 and 8 herein are fair and equitable and hereby waive any review of those rates. 9. TheT Authority and Surfside hereby covenant and agree at all times while this contract is in full force and effect that they will continuously own, control, operate and maintain their water utility systems in an efficient and-economical manner and on a revenue-producing basis and will at all times establish, fix, maintain and collect, rates, fees and other charges for water service at all times to provide for and make payments required in accordance with the terms of this contract. Nothing contained in this paragraph 9 shall preclude Surfside from transferring its water utility system to the Authority or any other successor entity, whereupon the Authority or such entity shall have the option to terminate this contract. -3- 10. Miami Beach and the Authority will read the Surfside master meter on the same day, on or about the 28th day of each month. Bills when rendered to the Authority and to Surfside for the Surfside monthly water consumption will be due within twenty (20) days of the billing date. 11. In the event that Miami Beach installs new transmission mains or increases the size of new transmission mains solely to meet increased water demands of Surfside, Surfside shall either pay the cost or the parties hereto will renegotiate revised rates to be paid by Surfside and the Authority. In no event will the revised rates be less than those computed under Paragraphs 7 and 8 herein until the Authority supplies water through its facilities directly to Surfside, at which time this Contract will be terminated. 12. Surfside, at and after the completion of construction of a thirty (30)-inch water transmission main via the Broad Causeway by the Authority, shall have the option to interconnect its system with the Authority's 24-inch water transmission main in Surfside, disconnect its water distribution system from the City of Miami Beach Water System, and negotiate and execute a new contract with the Authority, whereupon this contract shall be terminated. 13. In settlement of all prior litigation regarding water rates between Surfside and the City of Miami Beach through October 1, 1982, Surfside shall cause to be paid to Miami Beach the sum of $200,000.00 upon the execution of the contract, and shall pay to Miami Beach within thirty (30) days of the execution of the contract the difference between 2% per 1,000 gallons of water and 140% of the rate paid by Miami Beach to the Authority from October 1, 1982 through the execution of this contract. 14. Should any party hereto be delayed in or prevented from, in whole or in part, performing any obligation (including but not limited to water service) or conditions hereunder or from exercising its rights by reason of or as a result of any force majeure, such party shall be excused from performing such obligations or conditions. The term "force majeure" as used herein means Acts of God, strikes, lockouts or other industrial disturbances; acts of public enemy, blockades, wars, insurrections, or riots; necessary maintenance work, breakdown of or damages to machinery, pumps or pipelines; epidemics, landslides, earthquakes, fires, storms, floods, or washouts; arrests, title disputes, or other litigation; governmental restraints by either federal or state agencies having jurisdiction or by local regulation applicable county-wide and based on federal or state agency action, civil or military; civil disturbances; explosions; inability to obtain necessary materials, supplies, labor, or permits whether due to existing or future rules, regulations, orders, laws, or proclamations, either federal or state, civil or military; or otherwise and other causes beyond the control of such party, whether or not specifically enumerated herein. 15. Disputes under this contract shall be decided by the Florida courts of appropriate jurisdiction. All parties to this contract have an interest in the resolution of any dispute. -4- 16. This contract shall inure and be binding upon the successors of each of the parties hereto. 17. In the event that any section, paragraph, clause or provision of this contract shall be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this contract. 18. In the event any party to this agreement determines to issue bonds and a nationally recognized bond counsel certifies that amendments to this contract, which in the opinion of such bond counsel, and counsel for the parties, are minor non-substantive, and would enhance the marketability of such bonds, the parties hereto shall modify this contract accordingly unless by reason of contract or law one or more of the parties are unable to do so. THE MIAMI-DADE WATER AND SEWER AUTHORITY AUTHORITY Attest: By _ irYl By Treasurer Director TOWN OF SURFSIDE (SURFSIDE) Attest: By By T n Clerk Town Manager CITY OF MIAMI BEACH (MIAMI BEACH) Attest: i By By City Clerk Mayor -5- i RESOLUTION NO. A RESOLUTION APPROVING CONTRACT WITH CITY OF MIAMI BEACH AND MIAMI-DADE WATER AND SEWER AUTHORITY. WHEREAS, the Town of Surfside deems it to be in the best interests of the residents of the Town to enter into the attached contract with City of Miami Beach and Miami-Dade Water and Sewer Authority. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE TOWN OF SURFSIDE: Section 1. That the above and foregoing recital is true and correct. Section 2. That the Town Commission of the Town of Surfside hereby approves the attached contract with City of Miami Beach and Miami-Dade Water and Sewer Authority and authorizes the Town Manager and the Town Commission to execute same on behalf of the Town of Surfside. PASSED and ADOPTED this /� day of r 1983. MAY Attest: � TOWN -CLERK Adopted: y-/.;,-- 3 Approved as to form and legal sufficiency: /s/ Stephen H. Cypen TOWN ATTORNEY