C7K-Accept Agreement w- Town Of Surfside To Provide Sewage Conveyance ServicesCOMMISSION ITEM SUMMARY
Gondensed Title:
A RESOLUTION OF THE MAYORAND CITY COMMISSION OF THE CITYOF MIAMIBEACH,
FLORIDA, ACCEPTING AN AGREEMENT BETWEEN THE CITYOF MIAMIBEACH ANDTHE
TOWN OF SURFSIDE, TO PROVIDE SEWAGE CONVEYANCE SERVICES.
Item Summary/Recommendation :
The City operates a sewage conveyance system (the City System) for the use and benefit of its inhabitants,
and has also historically provided sewage conveyance for disposal services to the neighboring towns,
known as the Satellite Cities, including the Town of Surfside.
At its August 2, 1972 meeting, the City Commission approved Resolution No. 826, to enter into an
agreement with the Town of Surfside, to provide sewage conveyance for disposal services. However, due
to the then proposed connection of the City System to the Virginia Key treatment facility, the City exercised
its right to terminate the agreement at its December 5, 1979 Commission meeting, pursuant to Resolution
No.79-16114.
Notwithstanding such termination of the agreement, the City and Surfside's intent was not to discontinue
the City's provision of the services to Surfside, but rather to continue to provide them on a month to month
basis until new terms including, without limitation, new rates under an appropriate rate setting procedure
(after the City's costs could be determined for operation under the new system) could be established.
This relationship has survived to the present day. The City and Surfside now wish to enter into a new
agreement ("Agreement") for sewage conveyance for disposal services (hereinafter, the "Services");
particularly insofar as memorializing the method of compensation to be paid by Surfside to the City is
concerned.
The Mayor and Commission of the Town of Surfside adopted Resolution No. 15-2297, authorizing the
Mayor to enter into an agreement on May 12,2015.
THE ADMINISTRATION RECOMMENDS ADOPTING THE RESOLUTION.
Board Recommendation:
Financial lnformation :
Source of
Funds:
I ll ,l
oBPl I rotal
I
Financial lmpact Summary:
Clerk's Office islative Tracki
Eric Carpenter, Public Works X6012
T:\AGENDA\2015Uune\PUBLIC WORKS\Town of Surfside Sewage Agreement. Sum.doc
AGENDA natrr C-7K
D*'ra 6 -/0-/{# MIAMIBTACil.I 157
g MIAMIBEACH
€ity of Miomi Beqch, I200 Convention Center Drive. Miomi Beoch, Florido 331 39, www.miomibeochfl.gov
COMMISSION MEMORANDUM
Mayor Philip Levine and Members of the
Jimmy Morales, City Manager
DATE: June 10,2015
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, ACCEPTING AN AGREEMENT BETWEEN THE CITY OF MIAMI BEACH
AND THE TOWN OF SURFSIDE, TO PROVIDE SEWAGE CONVEYANCE SERVICES.
ADM!NISTRATION RECOMMENDATION
The Administration recommends adopting the Resolution.
BACKGROUND
The City operates a sewage conveyance system (the City System) for the use and benefit of its
inhabitants, and has also historically provided sewage conveyance for disposal services to the
neighboring towns, known as the Satellite Cities, including the Town of Surfside.
At its August 2, 1972 meeting, the City Commission approved Resolution No. 826, to enter into an
agreement with the Town of Surfside, to provide sewage conveyance for disposal services. However,
due to the then proposed connection of the City System to the Virginia Key treatment facility, the City
exercised its right to terminate the agreement at its December 5,1979 Commission meeting, pursuantto
Resolution No. 79-161 14.
Notwithstanding such termination of the agreement, the City and Surfside's intent was not to discontinue
the City's provision of the services to Surfside, but rather to continue to provide them on a month to
month basis until new terms including, without limitation, new rates under an appropriate rate setting
procedure (after the City's costs could be determined for operation under the new system) could be
established.
This relationship has survived to the present day. The City and Surfside now wish to enter into a new
agreement ("Agreement") for sewage conveyance for disposal services (hereinafter, the "Services");
particularly insofar as memorializing the method of compensation to be paid by Surfside to the City is
concerned.
The Mayor and Commission of the Town of Surfside adopted Resolution No. 15-2297 authorizing the
Mayor to enter into an agreement on May 12,2015.
CONCLUSION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
Attachments: Town of Surfside Draft Sewage Disposal Agreement
JMNTryWJFIEB
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Town of Surfside
Commission Communication
Agenda ltem #: 3K
Agenda Date: May 12,2015
Subject: Town of Surfside Sewage Conveyance Services
Objective: To approve the Agreement which will govern the terms and conditions of the
transmission of the Town's sewage through Miami Beach to the County treatment facility.
Background: Dating back to 1972, the Town of Sur"fside has collected its sewage via gravity
sewer to two sanitary sewer pump stations. These stations then pumped the Town's sewage
via pressurized force mains through the City of Miami Beach. The Town of Surfside and
Miami Beach entered into an agreement on Augusl2, 1972 pursuant to Resolution No. 826
to accept the terms and conditions that would govern the sewage transmission agreement.
On December 5, 1979 pursuant to Resolution No. 79-16114, the City of Miami Beach and the
Town of Surfside terminated the 1972 agreement, not with the intent to discontinue the City's
provision of the services to Sut-fside, but rather to continue to provide them on a month to
month basis until new terms and rates could be established. The City of Miami Beach and
the Town of Surfside now wish to enter into an agreement to solidify the terms and conditions
of this ongoing relationship.
Town of Surfside staff met with City of Miami Beach staff to review the initial draft of the
agreement. Over the course of the following year various negotiated version of the
agreement were offered. They were dated January 28, 2014, July 3A, 2014 and the final
draft being dated March 6, 2015.
Recommendation(s): lt is recommended that the Commission approve the Agreement
Between the City of Miami Beach, Florida and The Town of Surfside, Florida to Provide
Sewage Conveyance Services. This agreement will not alter the manner in which the sewage
is currently transmitted, but will establish written terms and conditions for the governance of
these services.
Budget lmpact: There is no impact to the budget as this item was previously budgeted.
Growth lmpact: N/A
Staff lmpact: There are no impacts to
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159
RrisoLUT'roN No. ,, - l, tQ 1
A ITESOLUTION OF TIJIi TOWN OF SURFSIDE,
FLORIDA, AUTI{ORIZING THE MAYOII TO
ENTER INTO AN AGRBEMENT WITII TI.IE CITYOF NTI.AN{I BEACI{ TO PIIOVIDE SIiWAGE
CONVEYANCE SERVICES; I,RovIDTNG FoR
AUTHORIZATION; AND prtOVrDrNG FOR AN
EFFECTIVE DATE.
WHEIIEAS. the City ol'Nlianri Beach (''Cit1,"; operates a se\\:age con\/e),apcc
systenl lbr the use and benet'its ol'its inhatritants, ancl has also historicallv proviclecl
se\\'agc conveyance fbr clisposal sen,ices to the neiglrboring l-ou,n ol' Surlside; most
recently. pttrsutrnt to alt asreentent entered inlo bet*'eerr the Cir1. ancl Surtside. datc.cl
Augtrst 2,1972, and approved b."- the Citv pursuant to Resolgtiop No. g26: ancl
WHEREAS. on Decetlber 5. 1979. pursuant lo Resolution No. 79-l6l l4 (and in
anticipation of the connectiort of the City.'system to rhe Virginia Key Treatnrenr facilirl,).
the City exercised its right to terminate the I972 Agre'ement: not'vvithstancling stictr
ternlination, l"lolever. tlre Cit1, and Surfsidc's intent tyas not to cliscontinue the Citr,'s
provision ol'the services to Surfside, but rathc.r to continue to provide them ou a month to
month basis until new terms including, u,ithout limitation. nerv rates under an appropriate
rate setting procedure (al'ter the Cit1"s costs coulcl be detemrinecl tbr operation under thc
neu'svstem) could be established: and
WHEI{EAS. the City and Strrltide now ',r,ish to enter into a new agreenrent lbr
sewage conve)'ance tbr disposal sen,ices: particularl)' insolar as ntenrorializing the n6r'
rate of compensation to bc- paid by Surrside to the citl.is concenrecl: and
WHERBAS. it is in the best interest ol'the Torvn to enter ri ilh the City of Mianri
Beach into an Agreenrent fbr servage conve,\,ance for clisposal sen,ices.
NO}V, TFTIREFORE, BE IT RESOLVED BY THE TOWN CONIiUISSION
OF TI{E TOWN OF SUITFSIDE, FLORIDA, AS FOLLOIVS:
section l. Rccitals. That tlre abo\.c-stated rccitals arc hereb) adopted ancl
conllrmed.
Section 2. Authorization. 'l-he'forvn C'ornmission herebl, autliorizes the N4avor
to enter into atl Agreement lbr servage conveyance lbr clisposal scn,ices (Set Attachnlenl."A').
Section 3. Imnlcmcntation. 'fhe Tos'n Vlanaqcr or his clesignee is l:crc-[-r,
authorized to take any and all action nccessilrv to implcntent this ttesolution.
Pasc' I ol'2
160
Section 4. Effectiye Date. -l-lris ftesolution slrall becorne eff'ectivc- inrnrediatell
tupon its adoption.
pAssED AND ADoprED trr;, -ffi), ol U&U . 20r 5.
I
Motion by
Second by
FINAL VOTE ON ADOPTIOI\
Commissioner Barry Cohen
Commissioner ivlichael Karukin
Conrni ssi oner lvlarta Ol ch1'k
Vice N4ayor Eli Tourgenran
lvla1,'or Daniel Dietch
4---
Daniel Dietch, Ma-vor
APPROVED AS TO FORNI ANI)
LqqAL SUFFTCIENCY FOR THE TOWN OF SUTTFSTDE ONLy:
Stv\* t\,\\*u
Linda Miller. Torvn Auontev
Page 2 of2
161
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF MIAMT
BEACH AND THE TOWN OF SURFSIDE FOR THE CITY TO CONTINUE TO
PROVIDE SEWAGE CONVEYANCE SERVICES TO SURFSIDE
WHEREAS, the City operates a sewage conveyance system (the City System) for the use
and benefit of its inhabitants, and has also historically provided sewage conveyance for disposal
services to the neighboring towns, known as the Satellite Cities, including the Town of Surfside; and
WHEREAS, at its August 2,1972 meeting, the City Commission approved Resolution No.
826, to enter into an agreement with the Town of Surfside, to provide sewage conveyance for
disposal services; and
WHEREAS, due to the then proposed connection of the City System to the Virginia Key
Treatment facility, the City exercised its right to terminate the agreement at its December 5, 1979
Commission meeting, pursuant to Resolution No. 79-16114; and
WHEREAS, notwithstanding such termination of the agreement, the City and Surfside's
intent was not to discontinue the City's provision of the services to Surfside, but ratherto continue to
provide them on a month to month basis until new terms including, without limitation, new rates
under an appropriate rate setting procedure (after the City's costs could be determined for operation
under the new system) could be established; and
WHEREAS, this relationship has survived to present day; and
WHEREAS, the City and Surfside now wish to enter into a new agreement ("Agreement") for
sewage conveyance for disposal services (hereinafter, the "Services"); particularly insofar as
memorializing the method of compensation to be paid by Surfside to the City is concerned; and
WHEREAS, the parties have negotiated the attached Agreement (Exhibit "A"), and the Town
of Surfside approved the Agreement on May 12,2015, pursuantto Surfside Resolution No. 15-2297;
and
WHEREAS, the Administration recommends that the Mayor and City Commission approve
and authorize the Mayor and City Clerk to execute the attached agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY
COMMISSION OF THE CITY OF MIAM! BEACH, FLORIDA, that the Mayor and City Commission
hereby, approve and authorize the Mayor and City Clerk to execute an Agreement between the City
of Miami Beach and the Town of Surfside for the City to continue to provide sewage conveyance
services to Surfside.
PASSED AND ADOPTED this _ day of
ATTEST:
2015.
Philip Levine, Mayor
{ffiAHrfr'
Rafael Granado, City Clerk
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,Jilfr
Dole
162
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA ANDTHE TOWN OF SURFSIDE, FLORIDA,'To pRovrDE SEWAGE coNVEyANcE seivlces
THls AGREEMENT is made and entered into this -- day of2015 (Effective Date), bv and between the city oi r,,ti.rTaEi,iloiioa f@f andthe Town of Surfiside (,,Surfside").
WHEREAS, the city operateg a sewage conveyance system (the city sy,,tem)for the use and benefits or iti inhabitants, ,id nas also historically provided sewageconveyance for disposar services to.the neighboring-Town
"iSrJriio-"; most recenfly,pursuant to an agreement entered into betwien thetity ano srJsioii"t"o August 2,
:::or,
and approved by the city pursuanr to Resorution No. ezo rtn";ig i2 Agr."^ent,,);
WHEREAS, on December 5, 1979, pursuant to Resolution No. 7g-16114 (and inanticipation of the connection of the city Syste; i; i;. Virginia k"v ri""trent facility),the city exercised its right to terminaie ine 1g7'2 Agr"ement; not*in.t"nding suchtermination, however, the city and surfsirje's intent was not to discontinue the city,sprovision of the services to surfs;de, but rather to continue to provide them on a monthto month basis until new terms including, winout limitation, new rates under anappropriate rate. setting procedure .(after ih" c,tyb costs could be determined foroperation under the new system) coutd be estabriir,LJ; ano
WHEREAS, the City and surfside now wish to enter into a new agreement('Agreement") for sewage conveyance for disfosal services (hereinafter, the"Services"); particularly iniofar as memorializing the new rate of compensation to bepaid by Surfside to the City is concerned.
NoW' THEREFoRE, in consideration of the mutual covenants and obligationsset forth herein, the city and surfside hereby agree is'ioilows:
1' The city shall continue to provide the Services to surfside, to lhe extent capacityis available, by means of an existing transmi.ri", main from surfsioe to the city-owned meters located in the city own_ed parking rot ai iF'bi,!'"i']o"","0 in thecity of Miami Beach. The lnterlocal coniraci B"etween Miami-Dade county andcity of Miami Beach, Florida, dated oecemoei 17, 2014, and approved andauthorized by the city pursuant to Resolution No. 2014-2b6si acknowledgesthat the sanitary. sewage rece_ived by the county from the city flows fromsurfside, in addition to the Village ,i ail Haioour and rown of s"y Harborlslands' Future flows (i'e. future capacity) from Surfsioe unoer tnis Rgreementshall be delermined in accordance wiih, ,ni rrui""t to, the lnterlocalAgreement.
2' Notwithstanding..the city's agreement to provide the Services, or any other termor condition of this. Agreement, Surfside'acknowleoges tnal ,nv ourigrtion thatthe city has to render such services to srrr.io" prr.rrnt to this Agreement shall
*xtan
I!'An
163
3.
be limited to, subject and subordinate to, and conditioned upon any agreements,terms, covenants, conditions, and obligations between the bily
"nO
n4'i"ri-DadeCounty, Florida (the County), whether existing as of the Effective Date or as mayexist in the future, pertaining to the Count/s responsibility to provide sewagedisposal service to the City's existing sewer r"ric" area (which service areaincludes and takes into account the flow from Surfside), by means of ne existingtransmission main from the city to the county's central District wastewaterTreatment Plant located on Virginia Key (where the combined 1ow is metered).Surfside further recognizes and acknowledges that the City's standards for theServices provided.to Surfside pursuant tolhis Agreement are also limited to,subject and subordinate to, and conditioned upon iny modificationls) ai a resultof (i) changes to. the city's agreement with the county to provide sewagedisposal services to the City; anOlor (ii) changes to exisiing or future federal,State, County, and locat laws, rutes, and regulaiions.
Surfside agrees, and hereby warrants to the City, that it will abide by and bebound by all present and future federal, State, County, and City laws, s[andards,rules, regulations, permit conditions and other reqrirements related to sewerservice' Surfside.acknowledges that the responsibiiity of the City to provide theServices under this Agreement shall be limited to the flow from Surfside,sexisting sewer service area(s) (i.e. the flow existing as of the Effective Date ofthis Agreement).
Surfside further agrees and hereby warrants to the City that it shall operate andmaintain its sewage collection system (hereinafter reiened to as the SurfsideSystem, and which system includes, without limitation, any and all transmissionpipe lines, main pipe lines, force mains pumps, pumping-stations, meters, andany and all other facilities and equipment appurtenani th6reto), anO any systemextensions thereof, in accordance with the requirements of all ipplicable federal,state, county, and city laws, rules, regulatibns, and permit conditions. Theoperation and maintenance of the Surfside System shall be the soleresponsibility and cost of Surfside. The City reserves the right to insfect theSurfside System, as deemed necessary by ihe City, in its sole discretion andjudgment, but at no cost to Surfside, to-verify that the Surfside System ir O"ingproperly maintained and operated in accordance with the above itandards and
!1{ustrv standards as outlined in Wastewater Collection Sysfems Mantatgement,wEF Manual of Practice No. FD-7, 2009; and Reco mmended standards forWastewater Facilities, Health Education Services (a Division of Health Research,!nc.), 2004, The City shall request permission from Surfside to inspect theSurfside System, which permission shalt not be unreasonably withheld,conditioned, or delayed. The City shall request permission from Surfside three
!3) tusiness days prior to inspection of the Surfside System anO snirr allowSurfside's representation at City's inspections. Said inspections shall be made atreasonable times and in such manner so as to least disturb Surfside,s normaloperations.
4.
2
164
5.Surfside shall not allow or permit construction or installation of any connectionsof stormwater mains which allow stormwater to enter the Surfsid" SVrt", Uponnotice or discovery of such interconnections, Surfside shall, at its sole cost andexpense' immediately effectuate the laMul disconnection of suchinterconnections !o lhe City's satisfaction and, at a minimum, in accordance withapplicable federal, g!rt9, county, and city laws, rules, regulations, and permitconditions. Surfside hereby agrees to fursue and maintain best efforts, on a
legular timely basis, to reduce lnfiftration and inflow to comply with all local,State, andlor federal ordinances, laws and regulations regarding infiltration andinflow connection or reduction as now in eff6ct or as may be enacted in thefuture. Surfside agrees that in the event any undue infiltration o"refop" in thesurfside system, it shail make such repairs as ,rv u" required uv t-ne city inorder to remedy such condition.
The quantity (i.e. the flow) of sewage handted by the City System for Surfsidehereunder shall be measured prior to.the entry point io the city system by cityowned meters, or. any.subsequent replacemeni meters installed by the City, in itssole and reasonable discretion (hereinafter refened to-individuaUy as a ,Tvleter,, orcollectively as the_ "Meters"). The Meters have been installed in structureslocated within the Town of Surfside right of way at soi gsil dii""t lirj ioi 89"
-S-tr9et' Tjte clty and Surfside shall.r,i* tne riiht ano opportunity to inspect the
Y"L"tt.- -The City shall notify Surfside three (g)-business days prior to inspectionof the Meters and shall allow Surfside to attend the City's iiispecgons. Saidinspections shall be made at reasonable times and in such manner so as to leastdisturb Surfside's normal operations.
The City shall own, operate and maintain the Meters, at its sole cosr andexpense. The city shail arso, at its sore expense, test the accuracy of eachMeter, at a minimum, once every three (3) months, oi at such other time intervalsas it may deem appropriate. The city irratt notiiy surrsioe tnree fsf uusinessdays prior to testing of the Meters ani shall allow Surfside's opr"'rrlntrtion atCity's testing. Said tests shall be made at reasonable times and in such mannerso as to least disturb Surfside's normal operations. The City shali fioviOe tneresults of the tests to Surfside no later than thirty (30) days ift", "rin meter istested.
The Meters shall indicate flow with an error not to exceed plus or minus 1vepercent (5o/o) of full scale reading (true accuracy). lf found to be in enor - i.e.anything exceeding five- percent (5%) of true acluracy - the Meters shall be re-calibrated by the City. lf such error oi mole than five percent (s%) is discovered,bills for the three (3) periods following the prior ureter accuracy test shall beadjusted to reflect the quantity of over-read or under-read flow. ln calculatingsuch billing adjustment, it will be assumed by the parties that the inaccuracyexisted for the entire time interval between accuracy tests. The billingadjustment(s) shall be made at the same rate in effect during the time interval.
6.
7.
8.
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165
9.Surfside may request, and the City agrees to perform, additional Meter accuracytests, upon reasonable notice to city ind at " i"rron"ble time
".."pt"ur" to bothparties. Said additional testing shitt be completed at reasonable times. lf theMeter(s) is (are) found to be in enor exceeding five percent (5%) true accuracy, itshall be recalibrated by the City as. described-in trJpreceding paragrapn g, andthe entire costforsrrch testing and recatibration rr,rit be paiiroi oy"tnl city. lfthe Mete(s) is (are) found performing within nve fercent (s%) true accuracy, theMeter accuracy test
-shalt be paid oy surtsioe no'later than thirty (30)-Jays fromreceipt of an invoice from the City.
ln the event of complete or partial failure of any Mete(s) to register, both partiesshall mutually agree to establish consumption based on hirtorii ffithly averageflows for the most recent wet or dry period as defined by the latest Miami-Dadecounty rate schedule in effect during the Term oilnir Agreement. The mostrecent actual readings for a period of three (3) consecutive months of a wet ordry period will be.used to represent that "olioondin! period until the Mete(s) is(are) repaired. The City shall use reasonable commelciat efforts to repalr a failedMeter within sixty (60) days of a determinatlon ovlrre City that the'Meter hascompletely or partially failed.
The city will be u.nd.9r no obligation. at any time to perform any re-pumping ofsewage delivered to the City System by Su*side.
S.urfside agrees to pay to the City an amount, as determined by the City, to coverall costs associated with the sewage flow from the surfsioe svstem, ;;, 1,000gallons of sewage passing through the city,s syslem; which sum shall bepayable monthly. The cost of service shall include direct costs of operation,maintenance, depreciation, debt service, and . on" and a harf percent (1.solo)administrative fee' The actual amount shall be calculated anO 'piesenieo in awritten report to the City of Miami Beach Commission during i6 ddget'approvatprocess, and approved by City Resolution; provided, however, that t[e City shallmake reasonable commercial efforts to iransmit the aforementioned writtenreport to Surfside at least fourteen (14) calendar days prior to the date of thepublic meeting at which the written report is present"O to the City Commission.The City shall also make reasonable commerciat efforts to transmit the proposedResolution to Surfside at least fourteen (14) calendri J"v. prior to the date of thecity Commission meeting at which the'proposeo neJltion is present-J to theCity Commission. The adopted Resoluiion shall be transmitted to Surfside aswritten notice of change of cost of service with an effective date.
Billing for services provided in accordance with this Agreement shall be renderedmonthly. lnvoices.will be mailed by the tenth (10th)-Jry of the month fol6wingthe month for which service has been provided, based on readings of the Meterstaken by th-e City. Amounts billed on such invoices are due when rendered. tnthe event surfside disputes a bill, Surfside snali piovide the city wiih writtennotice of the reasons for non-payment within thirty ('30) days of r"""ipt oi p," oitt,
10.
11.
12.
13.
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14.
and shall escrow such portion of the bill that is disputed in an interest-bearingaccount' The parties shall promptly meet and use reasonable gooo raitn effortsto resolve the dispute within forty-1r" (45) days of the city's recErpt oi surrsioe'.notice' Except for any portion of a bill disRyteo, payment not received by the Cityon or before twenty-five. (2s) days afrer the pdstma* ori; ;iil;iiil' snan beconsidered past due. All past due invoices shall be subject to a u1e charge, asestablished by the ptJl (s.ucrr charge to reimburse the city ror cost. in frocessingand othenryise administering late piyments). ln addition, per annum interest shallaccrue on the pa:l d.u.e charges including the hte charges at the maximum legalrate. provided by Florida law for contractJin which no inierest rate is ifecirieo, foreach day, including Saturdays, sundays and holidays, from tne palioue dateuntil the date of. receipt by the city. For purpo."r'oi tnis parairapn, oate otreceipt shall be the date of actual receipt uv 116 city if rrano detiv#ej or maiteo,or date of transfer to the city's bank, if erectronic funis transfer is used.
Neither party shall be liable to the other for any failure to perform under thisAgreement to the extent such performance is pievented by an event oI forcemaieure, including, but not limited to, war, riots, natural catastrophe, or any otherevent beyond the control of the non-performing party and which could not havebeen avoided or overcome by the exercise oidue diligence; proviJeo that theparty claiming the excused performance has (i) prompily notiiied tne Liner partyof the occurence and its estimated duration; iiil pioriptiy remedied or mitigateothe effect of the occurrence to the extent possi'otei and'(iii) r"rrr"Jp"rformanceas soon as possible.
To the extent provided by Florida law, both parties mutually agree to indemnify,defend, and hold harmless each other and their respective officers, agents,contractors, and emproyees, from any craim, ross, d"rag", cost, charge, orexpense arising out of any acts, action, error, neglect, or omission by suchofficers, agents, contractors, or employees drrind t" performance of theAgreement, except.that neither party,'nor its rEspective officers, agents,contractors, or employees, will be lia-ble under this paragraph for damagesarising out of injury or damage to persons or property directly caused by orresulting from the negligence of tne otne, party, or "rv of its respective officers,agents, contractors, or emproyees, during tire perrormance of this Ajreemlnt.
This Agreement shail be governed by the raws of the state of Frorida. Anyprovision hereof found to be unlaMul or unenfor."rbl" shall be severable andshall not affect the validity of the remaining portions nireor. nnv ano all suitsbrought by either party shall be instituted and maintained in'any-court ofcompelent jurisdiction in Miami-Dade County, Florida. ln all such suits, theprevailing party shall be entitled to receive ieasonable costs and reasonableattorney's fees. city and surfside waive any rights
"itn",
p"rty ,"y nare to atrial by jury in any civil litigation related to, or irisi-ng 6rt of, this A;r;;";.
15.
16.
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17.All notic-es required pursuant to the terms hereof may be sent by first classUnited states Mair, facsimire transmission, hand derivery, o, "rpr"i" mair andshall be deemed to have been received by irre end oi rir. orcin"r! Jrvr from thep.roPqr sending thereof unless proof of piior actual receipt is providej. Surfsideshall have a continuing obligation to notify the city oitn.'"pp,.bpriri" p"rsons fornotices to be sent pursuant to this Agieement. Untess otherwise notified inwriting, notices shall be sent to the following addresses:
o lf to the City:
Eric Carpenter, p.E., Director of public Works
1700 Convention Center Drive, 4rh Floor
Miami Beach, FL 33139
. lf to Surfside:
Town Manager
9293 Harding Avenue
Surfside, Florida 331 54
The term of this Agreement (Term) shall be for an initial term of five (5) years,commencing upon execution by the parties hereto, as referenced by tne gffectiveDate on page t hereof. Thii Agreement shall be automatically renewed forsubsequent, consecutive terms orJive (5) years eacn, subject to iermination byeither party, upon one hundred eighty (t'go)-oays *ritt"n notice to the other.
Notwithstanding the preceding paragraph, shourd surfside erect at any timeduring lhe Term 9f thg Agreement to transmit all or a portion of its currentsewage flow (as of the Effective Date), Surfside shall provide the citv wiirr writtennotice of such intent.ninety (90) days prior to october 1.";; n"iin" city mayhave time to adequately evaiuaie ano plan its future capacity demands, in orderto transmit same to the County as required under the lnterlo"ir agr""rlnt.
The City agrees that if, after the Effective Date of this Agreement, it enters into anagreement for the same or substantially similrr mop"- of service" *in anotherlocal government in Florida, which contalns lerms or conditions pertaining onry to
lee9, charges or costs, that are more favorable than the terms in tfrii_Agrlement,Surfside may proYide the City with written notice explaining how the newagreement is for the same or substantially similar services "iO how ihe newagreement contains terms or conditions pertaining onry to fees, ir,"rg"r, o,costs, that are more favorabte than the terms 1n tfdAgreement, and requestingto negotiate an amendment to the Agreement (a "New -Agreement rrr"ti.j,i Theparties shall act in good faith to negotiate an amendmen-t to the Agreement thataddresses, in a manner that is fair and equitable to both parties] the mattersraised by Surfside in the New Agreement Notice. lf the parties fail to reach
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agreement upon an amendment within ninety (90) days of the New Agreement
Notice, then Surfside may terminate this Agreement without penalty or early
termination fee, subject to the terms and conditions herein, by providing one
hundred and eighty (180) days advance written notice to the City. Upon a
termination pursuant to this Section, the City shall have no further liability and/or
obligation to Surfside.
This Agreement constitutes the complete and final expression of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, or negotiations with respect thereto. Changes and additions to
this Agreement shall be directed by a written amendment signed by the duly
authorized representatives of the City and Surfside. No alteration, change, or
modification of the terms of this Agreement shall be valid unless amended in
writing, signed by both Parties.
WHEREOF, this Agreement has been duly executed by the parties hereto as of
the day and year first above written.
ATTEST:
Signature:
Name:
CITY OF MIAMI BEACH, FLORIDA
Signature:
Name:
Title:
Date:
TOWN OF SURFSIDE
Signature:.<::9._:<-_*
Title:
ATTEST:
Signature:
Name: Danie\ fiela^r
Title: 4arlor
s\rD) 2br5
APPROVED AS TO
FORM & TANGUAGE
& FOR EXECUTIONMv City Attomey
ltte' Trr.r:n Clerl(
Date:
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