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HomeMy WebLinkAboutResolution_11-02/03_11/14/2002RESOLUTION NO. 11-02/03 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING A WATER FRANCHISE AGREEMENT BETWEEN THE TOWN OF JUPITER AND THE VILLAGE OF TEQUESTA, AND AUTHORIZING THE MAYOR TO EXECUTE THE APPLICABLE AGREEMENT ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Water Franchise Agreement between the Town of Jupiter, Florida and the Village of Tequesta, Florida, attached hereto as Exhibit "A" and incorporated by reference as part of this Resolution, is hereby approved and the Mayor is authorized to execute the Agreement on behalf of the Village. THE FOREGOING RESOLUTION WAS OFFERED by Councilmember ~'~ ~-}-~Q.. who moved its adoption. The moti n was seconded by Councilmember VT V~ ~t~~ n~ and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION ~-er-U. ~ ~. ~ n~, l~ . ~ nc~ .`' C'.~-pr~#~ -~ o s ~'_ p ~,, 1~1 ~aSi ~ ~~ T 4~C~ ~uss~~l ~ . v~u ~r~~n~ The Mayor thereupon declared the Resolution duly passed and adopted this 14tr' day of November, A.D, 2002. MAYOR OF TEQUESTA ~ _. r~-~. ~ "p ~~vt - 1J 9 ~ ~ Q J ;d/e~1+~ dine A. Genco ATTEST: ~lb~'G~~ ary Wo~'cott Villag Clerk WaterFranchiseJupiter INTERLOCAL AGREEMENT BETWEEN THE TOWN OF JUPITER AND THE VILLAGE OF TEQUESTA T. is Interlocal Agreement shall be effective as of the ~1.=3'~`~ day of 1,~zvt ~2, 2002, and is being entered into by and between the TOWN •F JUPITER, 210 Military Trail, Jupiter, Florida 33458, a Florida municipal corporation, hereinafter referred to as the "Town", and the VILLAGE OF TEQUESTA, 357 Tequesta Drive, Tequesta, Florida 33469, a Florida municipal corporation, hereinafter referred to as the "Village." WITNESSETH: WHEREAS, the Town of Jupiter's water utility serves customers in the Town of Jupiter, as well as unincorporated areas of Martin and Palm Beach Counties, Florida; and WHEREAS, the Village of Tequesta also owns and operates a water utility; and WHEREAS, through the adoption of Ordinance No. 11-73, the Town of Jupiter granted the Village of Tequesta a 30 year water service franchise which permits the Village of Tequesta to serve customers north of the Loxahatchee River within the Town of Jupiter's municipal boundaries; and WHEREAS, the water service franchise granted to the Village of Tequesta by the Town of Jupiter will expire on July 17, 2003; and WHEREAS, the Town of Jupiter and the Village of Tequesta mutually desire to memorialize the respective duties and obligations of the parties, both preceding and upon the termination of the Village of Tequesta's franchise; and WHEREAS, the parties agree that upon the termination of the Village of Tequesta's water service franchise, the Town of Jupiter should immediately initiate service to the area lying north of the Loxahatchee River while compensating the Village of Tequesta for its assets used under the franchise; and WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Corporation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and • WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into Interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately. NOW, THEREFORE, the Town of Jupiter and the Village of Tequesta, for and in consideration of the mutual benefits and promises as set forth herein, do hereby enter into this Agreement and represent, covenant and agree with each other as follows: SECTION 1. RECITALS. The parties do hereby acknowledge and agree that the above Recitals are true and correct and are incorporated herein by reference. SECTION 2. PURPOSE. The purpose of this Interlocal Agreement is to identify the parties' respective duties and obligations regarding the termination of the Village's water service franchise to Northern Jupiter. SECTION 3. DUTIES AND OBLIGATIONS OF THE PARTIES. A. Both the Town of Jupiter ("Town") and the Village of Tequesta ("Village") agree that on July 17, 2003, that the Village's water service franchise within Town's municipal boundaries north of the Loxahatchee River shall be terminated and the Town shall immediately assume the right and obligation to serve the customers previously subject to the franchise directly in the same fashion as all other Town residents. B. From the date of execution of this Interlocal Agreement to the termination of the franchise, the parties hereby agree to cooperate with each other during the construction of physical facilities necessary to relocate and modify the bulk sale master meter serving the Village and to sever the franchise area piping from the Village's water distribution system and connect it to that of the Town. The Town will be solely responsible for the full cost of separating the franchise service area from the Village's system, including the reimbursement of any costs or fees incurred by the Village associated with the separation of the franchise service area. The design and construction of the separation piping and valuing system shall be subject to approval of the Village. Any damage to facilities owned by the Village incurred as a result of the Town separating the franchise service area from the Village's system shall be repaired by the Town at its expense or, at the option of the Village, repaired by the Village with the cost of repair to be reimbursed to the Village by the Town. The design and construction of said piping and valuing system shall incorporate facilities which ensure that the Village's ability to operate and maintain the system will be consistent with the system as it existed prior to separation and good engineering practice. In general, the Village's system, subsequent to the separation of the franchise area, shall retain an ability to be flushed, contain no deadends and retain at least its current fire flow capacity. In addition, all piping and valuing installed pursuant to separation of the systems which will ultimately be retained by the Village shall be designed and constructed according to the applicable utility standards currently in use by the Village. The Town will coordinate the separation with the Village and endeavor to complete the 2 separation of the franchise service area by the expiration date of the franchise agreement. If the necessary facilities are installed prior to the expiration date, the Village will still be the sole provider of service to the franchise area until the term of the franchise agreement ends. If the separation is not completed by the expiration date of the franchise agreement, the franchise will automatically continue until the separation is completed and accepted by the Village. C. The purchase of the water assets located within the franchise service area and the water transmission main and utility crossing will be on an "as is, where is condition" and will become the property of the Town on the expiration date of the franchise agreement. Upon termination of the franchise the Village will have no liability with regard to such facilities, nor will the Village be responsible for any repairs, maintenance or the performance of capital improvements to such assets. D. The Village will transfer all customer deposits within thirty (30) days after closing and transfer of the system or upon final payment of all outstanding bills, whichever is later. The Village and the Town will cooperate to perform a simultaneous meter reading on the transfer date. The Village will be required to perform a final billing (meter read at transfer date) and all revenues will accrue to the benefit of the Village. The deposit for any unpaid bills will be used by the Village to provide payment prior to remitting the customer deposits to the Town. Additionally, the Village will provide to the Town, no later than ninety (90) days prior to closing, ~an electronic data base of all customers served by the Village in the franchise service area. E. The Town will establish a new delivery point to meter wholesale water to the Village that will exclude water used by the franchise service area. The cost of the change in meter location will be borne solely by the Town. The change in the meter location will occur prior to the closing date and will serve as the delivery point as of the closing date. The Village will provide permanent and temporary easements on their property as shown on Exhibit A and will assist the Town in securing any additional easements necessary to facilitate the meter relocation. The Town will install at no cost to the Village an emergency interconnect. The emergency interconnect will serve as the delivery point for the delivery of potable water during the remaining term of the wholesale water agreement and be used subsequently on an emergency basis. Rates for emergency use subsequent to the termination of the wholesale water agreement shall be established at that time. The Town will own, operate and maintain the meter, including annual calibration. The meter assembly shall be capable of receiving flow in either direction. F. Prior to the termination of the franchise on July 17, 2003, the Town shall pay the Village $700,000.00 which the Village hereby acknowledges and confirms to be the full compensation to which it is entitled for the transference of ownership of the following: • 3 (1) All property within the municipal boundaries of the Town used and/or usable by the Village under the franchise grant in serving Town customers; and (2) All water piping extensions located within the municipal boundaries of the Town which were constructed at the Village's expense to interconnect the Village's water distribution system and facilitate the bulk water sale from Town to Village. Reference is specifically made to Section 2 of the Bulk Sale Water Service Agreement, dated July 15, 1976, together with Exhibit "A" appended thereto which further describes the facilities included. Pursuant to Florida Statute Section 180.31, prior to July 17, 2003, each municipality shall notice and hold a public hearing on the purchase/sale of the water system facilities to transfer ownership and make a determination that the purchase/sale is in the public interest. After holding said hearing each municipality shall transmit to the other a certification and public interest statement verifying compliance with the statute. Furthermore, prior to July 17, 2003, and in consideration for the compensation of $700,000.00 referenced above, the parties shall execute a Bill of Sale, the form of which is attached hereto as Exhibit "B", formally conveying ownership of the water system facilities and property. Town shall pay Village, upon execution of this agreement, a deposit of $200,000.00 which amount shall be held in escrow by Village to cover any costs or fees for which Town is responsible pursuant to the terms of this agreement. Village may deduct from said deposit all costs and fees for which Town is responsible pursuant to the terms of this agreement, over and above the $700,000.00 consideration recited herein, as well as any increase in fees incurred resulting from the amendment to the Bulk Sale Water Agreement in the event said amendment is declared null and void pursuant to its terms. G. Prior to July 17, 2003, the Village shall submit to the Town all easement documents, maintenance records, as-built or record drawings and other related documentation pertaining to the water system facilities and property for which ownership is being conveyed to the Town and execute an Assignment of Easements as provided within Exhibit "C" to this agreement. H. In consideration for this agreement, the Town will not contest any action of the Village to expand its water treatment capacity above current levels or the permitting of additional water withdrawals from the South Florida Water Management District to support a plant expansion for the Village to serve within its service area as defined on Exhibit "D" attached. The provisions of this paragraph, as well as the provisions of Section 5, shall survive the termination of this agreement and shall be enforceable through specific performance, declaratory or other equitable relief. 4 I. The Town will not construct water distribution or transmission piping systems within or through the Village's service area or attempt to provide, or provide, water service to any customers within, or beyond, said area as identified on the attached Exhibit "D". The provisions of this paragraph, as well as the provisions of Section 5, shall survive the termination of this agreement and shall be enforceable through specific performance, declaratory or other equitable relief. J. This agreement is subject to the execution by the parties of the Second Amendment to Bulk Sale Water Service Agreement attached hereto. SECTION 4. NOTICES. Any and all written notices required or permitted to be given hereunder shall be deemed received upon hand delivery or facsimile transmission, or three (3) days if same are deposited in U.S. mail and sent via certified mail, return receipt requested. All notices to the Town shall be sent to: TOWN OF JUPITER, FLORIDA 210 North Military Trail Jupiter, Florida 33458 Attention: Town Manager Telephone: (651) 741-2213 Facsimile: (561) 575-9730 All notices to the Village shall be sent to: VILLAGE OF TEQUESTA, FLORIDA 357 Tequesta Drive Tequesta, Florida 33469 Attention: Village Manager Telephone: (561) 575-6200 Facsimile: (561) 575-6203 SECTION 5. ATTORNEY'S FEES AND COSTS. In the event of any litigation or administrative proceedings to settle issues arising hereunder, the prevailing party shall be entitled to recover against the other party its costs and expenses, including reasonable attorney's fees, which shall include, but not be limited to, any fees and costs for any appeal that may be taken. SECTION 6. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held invalid by a court of competent jurisdiction, such holding shall not affect the remaining portions of this Agreement and the same shall remain full force and effect unless the invalid finding is as to payment or construction obligations of a party, in which event the agreement shall be thereupon terminated. 5 SECTION 7. ENTIRE UNDERSTANDING. This Agreement represents the entire understanding between the parties and supersedes all other negotiations, representations or agreements, either written or oral, relating to the matters which are the subject of this Agreement. • • SECTION 8. HEADINGS. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. SECTION 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 10. CONSTRUCTION. The parties acknowledge that each has shared equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more strictly against one party than the other and every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning. SECTION 11. CLERK OF COURT. A copy of this Agreement shall be filed with the Clerk of the Court in and for Palm Beach County, Florida. SECTION 12. EFFECTIVE DATE. This Agreement shall be effective as of the last date that it is signed by the parties hereto. y t~ EXECUTED by the Town this ~ day of ~~~ ~ ti-ti~~rt , 2002. ATTEST: ~r"'~ Town Clerk ~`~ h ~~ Approved as to legal form and iciency: ,~~ _. ~ '; A By Thoma Attorney, Town of Jupiter TOWN OF JUPI R g ~ ~- Y Karon J. lonka, Mayor ~~~.:= -- ~~, ~~ .., ~ ~~, f, _ 4~,. ~~~~ ~ ~:.::~, 6 EXECUTED by the Village this day of , 2002. • ATTEST: ~~ ~f '+/no CI k L VILLAGE OF TEQUESTA By Ge Idine enco, c Approved,~'to I m nd sufficiency: i, ;, By_ John C. Randolph Attorney, Village of Tequesta N:\JCR\13153-01\Juipiter Tequesta Interlocal Agreement.DOC 11/14/2002 • 7 SECOND AMENDMENT TO BULK SALE WATER AGREEMENT This Agreement shall be effective as of the ~~'~~ day of ~ ~_~~~~,~ 2002, and is being entered into by and between the TOWN OF JUPITER, 210 Military Trail, Jupiter, Florida 33458, a Florida municipal corporation, hereinafter referred to as the "Town", and the VILLAGE OF TEQUESTA, 357 Tequesta Drive, Tequesta, Florida 33469, a Florida municipal corporation, hereinafter referred to as the "Village." WITNESSETH: WHEREAS, the Village of Tequesta entered into a Bulk Sale Water Service Agreement with the Tri-Southern Utilities Company, Inc. on July 15, 1976; and WHEREAS, the Town of Jupiter acquired the water utility from Tri-Southern Utilities Company, Inc.; and WHEREAS, on June 29, 1978, Tri-Southern Utilities Company, Inc. assigned its duties and responsibilities under the Bulk Sale Water Service Agreement with the Village of Tequesta to the Town of Jupiter; and WHEREAS, on August 10, 1993, the Town and the Village entered into an agreement to amend the Bulk Sale Water Service Agreement; and WHEREAS, it is the intent of the parties to further amend the Bulk Sale Water Service Agreement in the manner and form set forth herein subject, however, to the satisfactory completion of the terms of the Interlocal Agreement between the parties attached hereto. NOW, THEREFORE, the Town of Jupiter and the Village of Tequesta, for and in consideration of the mutual benefits and promises as set forth herein, do hereby enter into this Agreement and represent, covenant and agree with each other as follows: SECTION 1. RECITALS. The parties do hereby acknowledge and agree that the above Recitals are true and correct and are incorporated herein by reference. SECTION 2. PURPOSE. The purpose of this Interlocal Agreement is to identify the parties' respective duties and obligations regarding the Bulk Sale Water Service Agreement between the parties. SECTION 3. AMENDMENTS. Both parties agree to amend the Bulk Sale Water Service Agreement, dated July 15, 1976, as amended, in the following manner and form. • 1. Paragraph 5, Rates, is hereby deleted in its entirety, and shall now read as follows: "RATES. During the remainder of the Bulk Sale Water Service Agreement term, the rate payable by the Village shall be as set forth below: Period of Service Rate Per 1000 Gallons December 1, 2002 -June 30, 2.003 $1.32 July 1, 2003 -June 30, 2004 $1.35 July 1, 2004 -June 30, 2005 $1.37 July 1, 2005 -June 30, 2006 $1.40 July 1, 2006 -July 15, 2007 $1.43 Furthermore, both parties agree that the aforementioned rates shall remain effective through July 15, 2007. The Town shall have no right to alter, amend or revise the rates above established during the terms stated. The above referenced rates are all inclusive and there shall be no other rates imposed to the Village for the transmission or sale of bulk water." 2. Paragraph 6, Guaranteed Revenues and Minimums shall be amended in the manner and form following: "GUARANTEED REVENUE AND MINIMUMS. The parties recognize and acknowledge that the commitment on the part of the Town's Utility, to provide bulk water service to the Village, and the general requirement ultimately upon Town's Utility to expand and/or replace treatment plant facilities allocated for the purpose of providing service to Village herein, together with the Town's Utility's requirement to support costs and indebtedness allocable to the service referred to in this Agreement, requires that the Town's Utility impose upon the purchasers of bulk sale service, an obligation or take/or pay for, minimum quantities of potable water service, whether or not such services are actually drawn or used by said bulk sale purchaser. Accordingly, in order to induce the Town's Utility to enter into this Agreement, Village agrees and guarantees to commence payment for the quantities of potable water service as hereinafter set forth. Commencing on December 1, 2002, the Village shall be obligated to receive and/or pay for a minimum of 492,750,000 gallons of water (1.350 million gallons per day times 365 days) during the next year and each year thereafter during the life of this agreement. In the event, however, that the Village receives in any one year an • amount of water annually which results in an annual average of 1.57 MGD 2 then, in the year following such year of usage and each year thereafter, the Village shall be obligated to receive and/or pay a minimum supply of water equal to 1.57 MGD or 573,050,000 gallons of water yearly. The minimum obligation of the Village shall remain 1.350 MGD average or 492,750,000 gallons of water annually unless and until such time as the Village's actual annual usage is 1.57 MGD or 573,050,000 gallons per year. The parties recognize the purpose of expressing minimum quantities on an annual basis is to permit Village to average its annual requirements during periods of lower daily demand (wet season) and high daily demand (dry season). The parties hereto will, by separate agreement, provide for the use by either system of emergency quantities of water in the event of equipment or mechanical failures in plants or systems making the supply of potable water inadequate, at minimum levels, to provide for the heath, safety and welfare of either system's consumers. Such emergencies, and the quantities of water furnished by the Town to the Village during the limited period of such emergency, shall not be counted in the Village's annual average consumption figures notwithstanding that the water furnished during the emergency was billed by the Town to the Village. Each month during the term of this Agreement, the Town's Utility shall bill Village for a monthly quantity equal to one-twelfth of the annual minimum plus any additional water used over the minimum. Village shall be required to pay for such monthly quantity when billed. In the event that Village has actually received a quantity of water which is less than the aforesaid stated monthly minimum then, and in that event, Village shall be entitled to carry over any unused but paid for quantity of water into a subsequent month within the same service year where usage by the Village exceeds the said monthly minimum quantity. Conversely, the Village's excess usage above the minimum in any month of the same service year, resulting in a monthly payment in excess of the minimum, may be carried forward to offset minimum charges for water in a subsequent month during the same service year in which Village has used less than the minimum quantity of water. It is the purpose of this formula to adjust monthly usages within the same service year so as to allow Village to pay only for water actually received, provided that, on said annual basis, Village will have paid for not less than those costs equating to the total annual minimum quantities set forth herein. The requirement upon Village to pay such guaranteed revenues shall continue unlimited and unabated during the terms of this Agreement, except as hereinafter set forth." • 3 SECTION 4. AMENDMENTS CONDITIONED UPON TERMS OF INTERLOCAL AGREEMENT ATTACHED HERETO. The above referenced amendments are conditioned upon the satisfactory completion by the parties of the terms of the Interlocal Agreement between the Town of Jupiter and the Village of Tequesta dated 2002, a copy of which is attached hereto. In the event the conditions of said agreement are not met, then and in that event, the amendments incorporated herein shall become null and void and the Bulk Sale Water Service Agreement between the parties prior to the amendments referenced herein shall remain in full force and effect. SECTION 5. NOTICES. Any and all written notices required or permitted to be given hereunder shall be deemed received upon hand delivery or facsimile transmission, or three (3) days if same are deposited in U.S. mail and sent via certified mail, return receipt requested. All notices to the Town shall be sent to: TOWN OF JUPITER, FLORIDA 210 North Military Trail Jupiter, Florida 33458 Attention: Town Manager Telephone: (651) 741-2213 Facsimile: (561) 575-9730 All notices to the Village shall be sent to: VILLAGE OF TEQUESTA, FLORIDA 357 Tequesta Drive Tequesta, Florida 33469 Attention: Village Manager Telephone: (561) 575-6200 Facsimile: (561) 575-6203 SECTION 6. ATTORNEY'S FEES AND COSTS. In the event of any litigation or administrative proceedings to settle issues arising hereunder, the prevailing party shall be entitled to recover against the other party its costs and expenses, including reasonable attorney's fees, which shall include, but not be limited to, any fees and costs for any appeal that may be taken. SECTION 7. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held invalid by a court of competent jurisdiction, such holding shall not affect the remaining portions of this Agreement and the same shall remain full force and effect unless the invalid finding is as to payment or construction obligations of a party, in which event the agreement shall be thereupon terminated. 4 . SECTION 8. ENTIRE UNDERSTANDING. This Agreement represents the entire understanding between the parties and supersedes all other negotiations, representations or agreements, either written or oral, relating to the matters which are the subject of this Agreement. .7 SECTION 9. HEADINGS. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. SECTION 10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 11. CONSTRUCTION. The parties acknowledge that each has shared equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more strictly against one party than the other and every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning. SECTION 12. CLERK OF COURT. A copy of this Agreement shall be filed with the Clerk of the Court in and for Palm Beach County, Florida. SECTION 13. EFFECTIVE DATE. This Agreement shall be effective as of the last date that it is signed by the parties hereto. ~ ~{ f EXECUTED by the Town this ~~ ' day of ~,~~~ ~~r~~~~ ice- , 2002. ATTEST: Towri Clerk ! Approved as to legal form and sufficienc ~~ ~ Tomas J. ' d Attorney, Town of Jupiter TOWN OF JUPITER i ~, L.~,;. Karen J. olo ka, Mayor l~v.. ~q 9 ~„q, ..nll~!! a~~~~,\~` b° mwsuacoayp~~r,~e~wp:~iyi h 9' ~a=s ':~,~ ~J ~•" 1Y,~ ~ ~ ^9 ~ ~~ ~ '~ r RI 15 A ~,Y ~+ ~ ~ JVJ ~Aq~ T. y~.9 ~,1 ~ ~~ ~.,. ayY fi ~ °S~svsAe~p° ~~~~~~• y~.i~^'y! ~ :fir ~~:~~1\ 5 • • EXECUTED by the Village this AT1"EST: ~~~ Village Cle; Approved as~ie al f rm and s fficiency: ~;% ay !John C. Randolph Attorney, Village of Tequesta N:\JCR\13153-011Juipiter Tequesta Bulk Sale Water Amendment.doc 11 /14/2002 day of , 2002. VILLA I OF TEQUESTA By ine n,;~o ayor • • • • EXHIBIT "A" i i 1 i 1 - - - - l AAW S~q __ r__~ _. ~_ . - - -~---'f ~ I E 1 ~ _ ~~ { , I ~ ~ J ~ ( 1 ~~~~ Ll U Z {L ~ I 4 1l ~ I V!J V k ~ ' !~G] T 1 ~ 1 ~ v r c~ ~ ~ i I .~~ .~ ; ( ~ aJ ~ '> C) G 1 1 1 rta ~ f". '_ r» ~._._-__-.. ___. e 1 1 V ti~ ~1 1 1 I I V~ ~'1 n r. Y Y V ~ _ 1 1 I a~ C) a i ( J~ 1 Z~ L~ u E'~3_ LL ~ €L~ I <_ i - ~ I / L •- - ~ S 1~7~d~1 - - ~ -.-r~:~-".tiH)-(41--11 -fl -C °O~i 1 -.. ...- - - K.1-. ~ i j ~, 1- m-I _~ ~~ l 1 ~~ ~ 1 R i pl S y~ -_ _.--_ - _ ~f7f' ~ PS C ~N~ ~~ 1. Vii) <~ ~~ ~A ~t `I: I 11 ~' EXHIBIT "B" • BILL OF SALE TO THE WATER TRANSMISSION AND DISTRIBUTION SYSTEM FACILITIES BY THE VILLAGE OF TEQUESTA, FLORIDA TO THE TOWN OF JUPITER, FLORIDA KNOWN BY ALL MEN THESE PRESENTS that the VILLAGE OF TEQUESTA, FLORIDA, hereinafter "Seller", for the sum of Seven Hundred Thousand Dollars ($700,000.00) and other good and valuable consideration paid by the TOWN OF JUPITER, FLORIDA, hereinafter "Buyer", the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred, set over and delivered and by these presents does grant, bargain, sell, transfer, set over and deliver, unto the Buyer, its successors or assigns, the Seller water transmission distribution system facilities, mere fully described in that certain Interlocal Agreement between the parties hereto dated~~~~~-n~,~2'~31 2002 to the full and complete extent of Seller's ownership thereof, including all easements, licenses, rights-of-way and consents owned by the Seller for the construction, operation and maintenance of the said potable water distribution system, including all transmission mains, distribution pipes or related facilities, valves, meter, meter boxes, service connections and all other physical facilities and property, installations in use in connection with the central potable water distribution system owned by the Seller within the territory described in the said Interlocal Agreement, including all certificates, immunities, privileges, permits, licenses, easements, consents, leaseholds, rights-of-way, and all rights to construct, maintain and operate the said potable water distribution system, including all past and current customer records, books, prints, plans, "planning documents" as defined in the Interlocal Agreement, engineering reports, surveys, specifications, shop drawings, equipment manuals, maintenance records and other information owned or possessed by the Seller and its agents (but not its attorneys) as reasonably required by the Buyer for the operation of the said potable water distribution system, including any record drawings or as-built drawings where available, including any original tracings, sepias, or other reproducible material showing all facilities of the said potable water distribution system whatsoever. Seller is not transferring, however, any claims that it may have for monies due and owing to the Seller, rising out of the operation and ownership of the system, for services or claims arising prior to the date hereof. Seller, its successors and assigns, hereby covenants that it is the lawful owner of the above-referenced property and that it has good right to, and hereby does, sell the same to the Buyer and that it will warrant and defend same against the lawful claims and demands of all persons whomsoever. The Buyer, for itself and its successors and assigns, hereby accepts title to, and ownership of, all portions of the water distribution system described herein, as well as the rights and obligations described herein above. IN WITNESS WHEREOF, the parties have caused their names to be hereunto • subscribed this ~'~"day of ~~.L~y~ ~~t;~2002. VILLAGE OF TEQUESTA, FLORIDA TOWN OF JUPITER, FLORIDA ;, } By: ~-- ~ By: ~ ~ ~ ine Genc a r Karen to a, Mayor ATTEST: V "' Mary ~ olcott, Clerk i r1, ~ r '') L j -:j ., [SEAL] :i:~ ~ T. ATTEST: Sally Boylan, Clerk [SEAL] N:\JCR\13153-01\Jupiter Tequesta Bill of Sale.doc • ~~Y „~ titi ~~'~ ~ r ~ ~ ~d ~9 u~h~~5y';.4,r. CCdr ' n' °j~'~Od~„'; :~ t"~~ Y r ~~ rR~ r~ ~~i :~ :, ii;a,~: ~Ll '=ivy„". ~ilf.~^~Nf9lih~,NF%ifi8lii11111'~tdCT+. • EXHIBIT "C" ASSIGNMENT OF EASEMENTS KNOW ALL MEN BY THESE PRESENTS, that the VILLAGE OF TEQUESTA, FLORIDA, a Florida municipal corporation, hereinafter referred to as the "Assignor", for an in consideration of the sum of Ten Dollars ($10.00) and other good valuable considerations paid by the TOWN OF JUPITER, FLORIDA, a Florida municipal corporation, hereinafter referred to as "Assignee", has granted, bargained, sold, transferred, assigned and delivered, and by these presents does grant, bargain, sell, transfer, assign and deliver unto the Assignee, its successor, and assigns, all of Assignor's right, title, and interest in and to all easements, recorded and unrecorded, rights of access, ingress and egress, permits, licenses, and rights-of-way owned or used by Assignor, whether in public or private property as more particularly described in that certain Interlocal Agreement between the parties hereto, dated as the day of 2003, covering the sale of Assignor's certain Water Transmission and Distribution System Facilities as described with the Interlocal Agreement between the parties dated , 11-~=c~. ~r~L?-~ v! ~-~~j ~ 2002. TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns forever. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this day of , 2003. ATTEST: VILLAGE OF TEQUESTA, FLORIDA: Ma 'Volcott, Jerk Idine enco, i N:\JCR\13153-01 \Jupiter Tequesta Assignment of Easements.doc a Jupiter agrees to not object to Tequesta securing *='_ ~.Y i• ~~~M an easement through Mre Boy Scout Camp area to " K l ~ . . ~~ Exhibit "D" provi0e access for a pipeline to service prope~brs ~+~~ 1, ,y within it's service territory to Me west andlor ~o~tn - ~~~. Village of Tequesta /Town of Jupiter of the Boy Scout Camp area. ~'" _~ ~~ ~ `t, f: '~T`,' •. • ~ ,~ ,~ ~' ~ Water Utility Service Area Boundary Map ~ P~~k;~ '~~*Y • `~''~, ~,~~ ., :~ ,,~~{` •~~ ~. ~.. , ~ November 5th, 2002 ;t~~T.,,~''~~ r~~.~ v*.:',,~~,,t~~'.j~• .~ ~_' ".R~' L' , LEGEND „ ,~, •« ~' a r. Lei' ~' ' 'irti * , .~ ~ ~ ~ `~~'" r y}~ ~''~+r .~ ry ~~"' c~,~.s~z'~ „F 7,' ",~ ~ Y.'Y~ ~ Town of Jupiter Service Area P• :~ r p ,s ~ 1 '; x~ r y ~ 8w i ~~ ~*a' ~ ~ ~ } ~ V~Ilage of Tequesta Service Area f ~ a t ry } ~ ~ „,''~~` ~ »4a y-f..S 4 a vi ~~r~i ~.. ±i ~ J Z'•`X r - 1 ' ~-'A~~. !~~.~...ti ~ i ter'.: - uy Y -' ~ ~ : r ~!•~ - 3 . ~,r - ~ ~ f4t< ,,C , : N •r'a.+~. ,y ,. ~ 1 ate` :i~". ~;..i~'~~.r ~w v. "tF µ! a ~~ t~ ~ ` f _ ~ k~~ `~ . "+~ v n- i~ , 7 F,y„,,-" +t~ ~"~ t w ``hi't {~ 'V t ~ i', SM ~ b~ ~ ~ y y `~ r • NAT ~ ~X~ ~:~ ~v}f~ ~.'S Y $ ~ - f Ri W ~ ~ 11~ ~ 4 .~ t ~ 7 ~[µ I~ ~ ~ ~' f '[\ ~ ~3 _) `°~ • ,~ jf }'J~~,y Y ~ '. ~ t {, i3 ~ - 'l S. 4 fr ~ tf,~ t~ ~ ~ r ,: ~ }~ ~ ~ { +~ ~ J ~ 1 ~, a ^'t',,~~ ~ ,{t ~'` rar" fi aR ~ ~y <f j y r ~ f ~b r.. ^~.` ~ r sr ~ ~+"~~`~ ~ °y ''~•fJ ~ ~`i m '~.• `fir (~~"~ ~g t~' ~, J j '' • 5 s M ~~ i ~ f r ~' It C 1 ~ v ~ ? ~" ~ , ~ ' ~~ ~ ~~ z ..' T , y w ~d" . t~ ~p i~'A ~'-~' `~-"~~ \ ` ~ ,, `,~ 3~1~y ~t ~f ~^^ ~~n~ ,pM. e 4 i kj sr ~f { wl 1 7 jt ! ~ ~~./irrJ ~7t +c S ~'~,m ~~ ~ 7l. if ~: +)~(" i ~ ii l~t . It ~ ~ ~ ~ ` * ~ ~ 1 _ ? •,. ~ k ~?:.1 `+c k'V.. ~"1 r ~._.,n`r.,} ~ ~..,~re~p'.'~::"r`.t ~ ''s'. '~, 1 y`~~^` ~.^`. f ~s t g'e.~ r7 . ; rt t ~ ~'+r ;' ~~`'~ :,' ~+e c ~"~v.'r'+a`' . r ~ `t ~ .fix 't ~ ~t ~ -4t}r~ A v?Y~•~ {L~{~Y~~t'~~ r~L'"a +~i•,a ~..,*~.ti~ v I~~,', ..q*. t ' t ~~ i "ll ~ -Y 1 ~i.+~ 1 '.•S~-~~ 1 't r> z (=~.a~ '' !• 2tA~ s ~r(o•o- v Pk ~ ^ ~ 1~5`,~ j s. r•<'.~,.~ ° __ ~'•?.'.~~~~'n3a"+:'~~T'-~4.•":'Vr..`~+0...7~w:~Si '`~.r°.e~.• ~~ i~i.._tta,~`~,:f:~~\ ~F :. ~. • INTERLOCAL AGREEIIAENT BETWEEN THE TOWN OF JUPITER AND THE VILLAGE OF TEQUESTA This Interlocal Agreement shall be effective as of the day of 2002, and is being entered into by and between the TOWN OF JUPITER, 210 Military Trail, Jupiter, Florida 33458, a Florida municipal corporation, hereinafter referred to as the "Town", and the VILLAGE OF TEQUESTA, 357 Tequesta Drive, Tequesta, Florida 33469, a Florida municipal corporation, hereinafter referred to as the "Village." WITNESSETH: WHEREAS, the Town of Jupiter's water utility serves customers in the Town of Jupiter, as well as unincorporated areas of Martin and Palm Beach Counties, Florida; and WHEREAS, the Village of Tequesta also owns and operates a water utility; and WHEREAS, through the adoption of Ordinance No. 11-73, the Town of Jupiter granted the Village of Tequesta a 30 year water service franchise which permits the Village of Tequesta to serve customers north of the Loxahatchee River within the Town of Jupiter's municipal boundaries; and WHEREAS, the water service franchise granted to the Village of Tequesta by the Town of Jupiter will expire on July 17, 2003; and WHEREAS, the Town of Jupiter and the Village of Tequesta mutually desire to memorialize the respective duties and obligations of the parties, both preceding and upon the termination of the Village of Tequesta's franchise; and WHEREAS, the parties agree that upon the termination of the Village of Tequesta's water service franchise, the Town of Jupiter should immediately initiate service to the area lying north of the Loxahatchee River while compensating the Village of Tequesta for its assets used under the franchise; and WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Corporation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a-basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and • • WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into Interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately. NOW, THEREFORE, the Town of Jupiter and the Village of Tequesta, for and in consideration of the mutual benefits and promises as set forth herein, do hereby enter into this Agreement and represent, covenant and agree with each other as follows: SECTION 1. RECITALS. The parties do hereby acknowledge and agree that the above Recitals are true and correct and are incorporated herein by reference. SECTION 2. PURPOSE. The purpose of this Interlocal Agreement is to identify the parties' respective duties and obligations regarding the termination of the Village's water service franchise to Northern Jupiter. SECTION 3. DUTIES AND OBLIGATIONS OF THE PARTIES. A. Both the Town of Jupiter ("Town") and the Village of Tequesta ("Village") agree that on July 17, 2003, that the Village's water service franchise within Town's municipal boundaries north of the Loxahatchee River shall be terminated and the Town shall immediately assume the right and obligation to serve the customers previously • subject to the franchise directly in the same fashion as all other Town residents. B. From the date of execution of this Interlocal Agreement to the termination of the franchise, the parties hereby agree to cooperate with each other during the construction of physical facilities necessary to relocate and modify the bulk sale master meter serving the Village and to sever the franchise area piping from the Village's water distribution system and connect it to that of the Town. The Town will be solely responsible for the full cost of separating the franchise service area from the Village's system, including the reimbursement of any costs or fees incurred by the Village associated with the separation of the franchise service area. The design and construction of the separation piping and valuing system shall be subject to approval of the Village. Any damage to facilities owned by the Village incurred as a result of the Town separating the franchise service area from the Village's system shall be repaired by the Town at its expense or, at the option of the Village, repaired by the Village with the cost of repair to be reimbursed to the Village by the Town. The design and construction of said piping and valuing system shall incorporate facilities which ensure that the Village's ability to operate and maintain the system will be consistent with the system as it existed prior to separation and good engineering practice. In general, the Village's system, subsequent to the separation of the franchise area, shall retain an ability to be flushed, contain no deadends and retain at least its current fire flow capacity. In addition, all piping and valuing installed pursuant to separation of the system's which will ultimately be retained by the Village shall be designed and constructed according to the applicable utility standards currently in use by the Village. • The Town will coordinate the separation with the Village and endeavor to complete the 2 • separation of the franchise service area by the expiration date of the franchise agreement. If the necessary facilities are installed prior to the expiration date, the Village will still be the sole provider of service to the franchise area until the term of the franchise agreement ends. If the separation is not completed by the expiration date of the franchise agreement, the franchise will automatically continue until the separation is completed and accepted by the Village. C. The purchase of the water assets located within the franchise service area and the water transmission main and utility crossing will be on an "as is, where is condition" and will become the property of the Town on the expiration date of the franchise agreement. Upon termination of the franchise the Village will have no liability with regard to such facilities, nor will the Village be responsible for any repairs, maintenance or the performance of capital improvements to such assets. D. The Village will transfer all customer deposits within thirty (30) days after closing and transfer of the system or upon final payment of all outstanding bills, whichever is later. The Village and the Town will cooperate to perform a simultaneous meter reading on the transfer date. The Village will be required to perform a final billing (meter read at transfer date) and all revenues will accrue to the benefit of the Village. The deposit for any unpaid bills will be used by the Village to provide payment prior to remitting the customer deposits to the Town. Additionally, the Village will provide to the Town, no later than ninety (90) days prior to closing, an electronic data base of all • customers served by the Village in the franchise service area. E. The Town will establish a new delivery point to meter wholesale water to the Village that will exclude water used by the franchise service area. The cost of the change in meter location will be borne solely by the Town. The change in the meter location will occur prior to the closing date and will serve as the delivery point as of the closing date. The Village will provide permanent and temporary easements on their property as shown on Exhibit A and will assist the Town in securing any additional easements necessary to facilitate the meter relocation. The Town will install at no cost to the Village an emergency interconnect. The emergency interconnect will serve as the delivery point for the delivery of potable water during the remaining term of the wholesale water agreement and be used subsequently on an emergency basis. Rates for emergency use subsequent to the termination of the wholesale water agreement shall be established at that time. The Town will own, operate and maintain the meter, including annual calibration. The meter assembly shall be capable of receiving flow in either direction. F. Prior to the termination of the franchise on July 17, 2003, the Town shall pay the Village $700,000.00 which the Village hereby acknowledges and confirms to be the full compensation to which it is entitled for the transference of ownership of the following: • 3 • (1) All property within the municipal boundaries of the Town used and/or usable by the Village under the franchise grant in serving Town customers; and (2) All water piping extensions located within the municipal boundaries of the Town which were constructed at the Village's expense to interconnect the Village's water distribution system and facilitate the bulk water sale from Town to Village. Reference is specifically made to Section 2 of the Bulk Sale Water Service Agreement, dated July 15, 1976, together with Exhibit "A" appended thereto which further describes the facilities included. Pursuant to Florida Statute Section 180.31, prior to July 17, 2003, each municipality shall notice and hold a public hearing on the purchase/sale of the water system facilities to transfer ownership and make a determination that the purchase/sale is in the public interest. After holding said hearing each municipality shall transmit to the other a certification and public interest statement verifying compliance with the statute. Furthermore, prior to July 17, 2003, and in consideration for the compensation of $700,000.00 referenced above, the parties shall execute a Bill of Sale, the form of which is attached hereto as Exhibit "B", formally conveying ownership of the water system facilities and property. • Town shall pay Village, upon $200,000.00 which amount shall be held for which Town is responsible pursuanl deduct from said deposit all costs and f the terms of this agreement, over and herein, as well as any increase in fees Bulk Sale Water Agreement in the eve pursuant to its terms. execution of this agreement, a deposit of in escrow by Village to cover any costs or fees to the terms of this agreement. Village may 'es for which Town is responsible pursuant to above the $700,000.00 consideration recited incurred resulting from the amendment to the nt said amendment is declared null and void G. Prior to July 17, 2003, the Village shall submit to the Town all easement documents, maintenance records, as-built or record drawings and other related documentation pertaining to the water system facilities and property for which ownership is being conveyed to the Town and execute an Assignment of Easements as provided within Exhibit "C" to this agreement. H. In consideration for this agreement, the Town will not contest any action of the Village to expand its water treatment capacity above current levels or the permitting of additional water withdrawals from the South Florida Water Management District to support a plant expansion for the Village to serve within its service area as defined on Exhibit "D" attached. The provisions of this paragraph, as well as the provisions of Section 5, shall survive the termination of this agreement and shall be enforceable through specific performance, declaratory or other equitable relief. • 4 • 1. The Town will not construct water distribution or transmission piping systems within or through the Village's service area or attempt to provide, or provide, water service to any customers within, or beyond, said area as identified on the attached Exhibit "D". The provisions of this paragraph, as well as the provisions of Section 5, shall survive the termination of this agreement and shall be enforceable through specific performance, declaratory or other equitable relief. J. This agreement is subject to the execution by the parties of the Second Amendment to Bulk Sale Water Service Agreement attached hereto. SECTION 4. NOTICES. Any and all written notices required or permitted to be given hereunder shall be deemed received upon hand delivery or facsimile transmission, or three (3) days if same are deposited in U.S. mail and sent via certified mail, return receipt requested. All notices to the Town shall be sent to: TOWN OF JUPITER, FLORIDA 210 North Military Trail Jupiter, Florida 33458 Attention: Town Manager Telephone: (651) 741-2213 • Facsimile: (561) 575-9730 All notices to the Village shall be sent to: VILLAGE OF TEQUESTA, FLORIDA 357 Tequesta Drive Tequesta, Florida 33469 Attention: Village Manager Telephone: (561) 575-6200 Facsimile: (561) 575-6203 SECTION 5. ATTORNEY'S FEES AND COSTS. In the event of any litigation or administrative proceedings to settle issues arising hereunder, the prevailing party shall be entitled to recover against the other party its costs and expenses, including reasonable attorney's fees, which shall include, but not be limited to, any fees and costs for any appeal that may be taken. SECTION 6. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held invalid by a court of competent jurisdiction, such holding shall not affect the remaining portions of this Agreement and the same shall remain full force and effect unless the invalid finding is as to payment or construction obligations of a party, in which event the agreement shall be thereupon terminated. • 5 • SECTION 7. ENTIRE UNDERSTANDING, This Agreement represents the entire understanding between the parties and supersedes all other negotiations, representations or agreements, either written or oral, relating to the matters which are the subject of this Agreement. SECTION 8. HEADINGS. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. SECTION 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 10. CONSTRUCTION. The parties acknowledge that each has shared equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more strictly against one party than the other and every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning. SECTION 11. CLERK OF COURT. A copy of this Agreement shall be filed with the Clerk of the Court in and for Palm Beach County, Florida. • SECTION 12. EFFECTIVE DATE. This Agreement shall be effective as of the last date that it is signed by the parties hereto. EXECUTED by the Town this ATTEST: day of , 2002. TOWN OF JUPITER BY. Karen J. Golonka, Mayor Town Clerk Approved as to legal form and sufficiency: By Thomas J. Baird Attorney, Town of Jupiter 6 • EXECUTED by the Village this day of , 2002. • • ATTEST: _~~~ ,~ /iilage Gle Approved as to legal form and sufficiency: By John C. Randolph Attorney, Village of Tequesta N:WCR\13153-01\Juipiter Tequesta Interlocal Agreement.DOC 11/14/2002 VILLAGE OF TEQUESTA By ~ ~. _Gerine GencoA„ ayor 7 • SECOND AMENDMENT TO BULK SALE WATER AGREEMENT This Agreement shall be effective as of the day of , 2002, and is being entered into by and between the TOWN OF JUPITER, 210 Military Trail, Jupiter, Florida 33458, a Florida municipal corporation, hereinafter referred to as the "Town", and the VILLAGE OF TEQUESTA, 357 Tequesta Drive, Tequesta, Florida 33469, a Florida municipal corporation, hereinafter referred to as the "Village." WITNESSETH: WHEREAS, the Village of Tequesta entered into a Bulk Sale Water Service Agreement with the Tri-Southern Utilities Company, Inc. on July 15, 1976; and WHEREAS, the Town of Jupiter acquired the water utility from Tri-Southern Utilities Company, Inc.; and WHEREAS, on June 29, 1978, Tri-Southern Utilities Company, Inc. assigned its duties and responsibilities under the Bulk Sale Water Service Agreement with the Village of Tequesta to the Town of Jupiter; and WHEREAS, on August 10, 1993, the Town and the Village entered into an agreement to amend the Bulk Sale Water Service Agreement; and • WHEREAS, it is the intent of the parties to further amend the Bulk Sale Water Service Agreement in the manner and form set forth herein subject, however, to the satisfactory completion of the terms of the Interlocal Agreement between the parties attached hereto. NOW, THEREFORE, the Town of Jupiter and the Village of Tequesta, for and in consideration of the mutual benefits and promises as set forth herein, do hereby enter into this Agreement and represent, covenant and agree with each other as follows: SECTION 1. RECITALS. The parties do hereby acknowledge and agree that the above Recitals are true and correct and are incorporated herein by reference. SECTION 2. PURPOSE. The purpose of this Interlocal.Agreement is to identify the parties' respective duties and obligations regarding the Bulk Sale Water Service Agreement between the parties. SECTION 3. AMENDMENTS. Both parties agree to amend the Bulk Sale Water Service Agreement, dated July 15, 1976, as amended, in the following manner and form. U 1. Paragraph 5, Rates, is hereby deleted in its entirety, and shall now read • as follows: "RATES. During the remainder of the Bulk Sale Water Service Agreement term, the rate payable by the Village shall be as set forth below: Period of Service Rate Per 1000 Gallons December 1, 2002 -June 30, 2003 $1.32 July 1, 2003 -June 30, 2004 $1.35 July 1, 2004 -June 30, 2005 $1.37 July 1, 2005 -June 30, 2006 $1.40 July 1, 2006 -July 15, 2007 $1.43 Furthermore, both parties agree that the aforementioned rates shall remain effective through July 15, 2007. The Town shall have no right to alter, amend or revise the rates above established during the terms stated. The above referenced rates are all inclusive and there shall be no other rates imposed to the Village for the transmission or sale of bulk water." 2. Paragraph 6, Guaranteed Revenues and Minimums shall be amended in the manner and form following: • "GUARANTEED REVENUE AND MINIMUMS. The parties recognize and acknowledge that the commitment on the part of the Town's Utility, to provide bulk water service to the Village, and the general requirement ultimately upon Town's Utility to expand and/or replace treatment plant facilities allocated for the purpose of providing service to Village herein, together with -the Town's Utility's requirement to support costs and indebtedness allocable to the service referred to in this Agreement, requires that the Town's Utility impose upon the purchasers of bulk sale service, an obligation or take/or pay for, minimum quantities of potable water service, whether or not such services are actually drawn or used by said bulk sale purchaser. Accordingly, in order to induce the Town's Utility to enter into this Agreement, Village agrees and guarantees to commence payment for the quantities of potable water service as hereinafter set forth. Commencing on December 1, 2002, the Village shall be obligated to receive and/or pay for a minimum of 492,750,000 gallons of water (1.350 million gallons per day times 365 days) during the next year and each year thereafter during the life of this agreement. In the event, however, that the Village receives in any one year an amount of water annually which results in an annual average of 1.57 MGD 2 • then, in the year following such year of usage and each year thereafter, the Village shall be obligated to receive and/or pay a minimum supply of water equal to 1.57 MGD or 573,050,000 gallons of water yearly. The minimum obligation of the Village shall remain 1.350 MGD average or 492,750,000 gallons of water annually unless and until such time as the Village's actual annual usage is 1.57 MGD or 573,050,000 gallons per year. The parties recognize the purpose of expressing minimum quantities on an annual basis is to permit Village to average its annual requirements during periods of lower daily demand (wet season) and high daily demand (dry season). The parties hereto will, by separate agreement, provide for the use by either system of emergency quantities of water in the event of equipment or mechanical failures in plants or systems making the supply of potable water inadequate, at minimum levels, to provide for the heath, safety and welfare of either system's consumers. Such emergencies, and the quantities of water furnished by the Town to the Village during the limited period of such emergency, shall not be counted in the Village's annual average consumption figures notwithstanding that the water furnished during the emergency was billed by the Town to the Village. Each month during the term of this Agreement, the Town's Utility shall bill Village for a monthly quantity equal to one-twelfth of the annual • minimum plus any additional water used over the minimum. Village shall be required to pay for such monthly quantity when billed. In the event that Village has actually received a quantity of water which is less than the aforesaid stated monthly minimum then, and in that event, Village shall be entitled to carry over any unused but paid for quantity of water into a subsequent month within the same service year where usage by the Village exceeds the said monthly minimum quantity. Conversely, the Village's excess usage above the minimum in any month of the same service year, resulting in a monthly payment in excess of the minimum, may be carried forward to offset minimum charges for water in a subsequent month during the same service year in which Village has used less than the minimum quantity of water. It is the purpose of this formula to adjust monthly usages within the same service year so as to allow Village to pay only for water actually received, provided that, on said annual basis, Village will have paid for not less than those costs equating to the total annual minimum quantities set forth herein. The requirement upon Village to pay such guaranteed revenues shall continue unlimited and unabated during the terms of this Agreement, except as hereinafter set forth." 3 • SECTION 4. AMENDMENTS CONDITIONED UPON TERMS OF INTERLOCAL AGREEMENT ATTACHED HERETO. The above referenced amendments are conditioned upon the satisfactory completion by the parties of the terms of the Interlocal Agreement between the Town of Jupiter and the Village of Tequesta dated , 2002, a copy of which is attached hereto. In the event the conditions of said agreement are not met, then and in that event, the amendments incorporated herein shall become null and void and the Bulk Sale Water Service Agreement between the parties prior to the amendments referenced herein shall remain in full force and effect. SECTION b. NOTICES. Any and all written notices required or permitted to be given hereunder shall be deemed received upon hand delivery or facsimile transmission, or three (3) days if same are deposited in U.S. mail and sent via certified mail, return receipt requested. All notices to the Town shall be sent to: TOWN OF JUPITER, FLORIDA 210 North Military Trail Jupiter, Florida 33458 Attention: Town Manager Telephone: (651) 741-2213 • Facsimile: (561) 575-9730 All notices to the Village shall be sent to: VILLAGE OF TEQUESTA, FLORIDA 357 Tequesta Drive Tequesta, Florida 33469 Attention: Village Manager Telephone: (561) 575-6200 Facsimile: (561) 575-6203 SECTION 6. ATTORNEY'S FEES AND COSTS. In the event of any litigation or administrative proceedings to settle issues arising hereunder, the prevailing party shall be entitled to recover against the other party its costs and expenses, including reasonable attorney's fees, which shall include, but not be limited to, any fees and costs for any appeal that may be taken. SECTION 7. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held invalid by a court of competent jurisdiction, such holding shall not affect the remaining portions of this Agreement and the same shall remain full force and effect unless the invalid finding is as to payment or construction obligations of a party, in which event the agreement shall be thereupon • terminated. 4 • SECTION 8. ENTIRE UNDERSTANDING. This Agreement represents the entire understanding between the parties and supersedes all other negotiations, representations or agreements, either written or oral relating to the matters which are U the subject of this Agreement. SECTION 9. HEADINGS. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. SECTION 10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 11. CONSTRUCTION. The parties acknowledge that each has shared equally in the drafting of this Agreement and, accordingly, no court construing this Agreement shall construe it more strictly against one party than the other and every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning. SECTION 12. CLERK OF COURT. A copy of this Agreement shall be filed with the Clerk of the Court in and for Palm Beach County, Florida. SECTION 13. EFFECTIVE DATE. This Agreement shall be effective as of the last date that it is signed by the parties hereto. EXECUTED by the Town this ATTEST: day of , 2002. TOWN OF JUPITER BY. Karen J. Golonka, Mayor Town Clerk Approved as to legal form and sufficiency: BY. Thomas J. Baird Attorney, Town of Jupiter • 5 • J EXECUTED by the Village this ATTEST: .~~~ p~.{ ~~~ Village Clerk Approved as to legal form and sufficiency: By John C. Randolph Attorney, Village of Tequesta N:\JCR\13153-01WuipiterTequesta Bulk Sale WaterAmendment.doc 11/14/2002 6 day of , 2002. VILLAG. E OF TEQUESTA a~` ~ By . ~~~' Ger ine G nco, yor • EXHIBIT "B" BILL OF SALE TO THE WATER TRANSMISSION AND DISTRIBUTION SYSTEM FACILITIES BY THE VILLAGE OF TEQUESTA, FLORIDA TO THE TOWN OF JUPITER, FLORIDA KNOWN BY ALL MEN THESE PRESENTS that the VILLAGE OF TEQUESTA, FLORIDA, hereinafter "Seller", for the sum of Seven Hundred Thousand Dollars ($700,000.00) and other good and valuable consideration paid by the TOWN OF JUPITER, FLORIDA, hereinafter "Buyer", the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred, set over and delivered and by these presents does grant, bargain, sell, transfer, set over and deliver, unto the Buyer, its successors or assigns, the Seller water transmission distribution system facilities, more fully described in that certain Interlocal Agreement between the parties hereto dated , 2002 to the full and complete extent of Seller's ownership thereof, including all easements, licenses, rights-of-way and consents owned by the Seller for the construction, operation and maintenance of the said potable water distribution system, including all transmission mains, distribution pipes or related facilities, valves, meter, meter boxes, service connections .and all other physical facilities and property, installations in use in connection with the central potable water distribution system owned by the Seller within the territory described in the said Interlocal Agreement, including all certificates, immunities, privileges, permits, licenses, easements, consents, • leaseholds, rights-of-way, and all rights to construct, maintain and operate the said potable water distribution system, including all past and current customer records, books, prints, plans, "planning documents" as defined in the Interlocal Agreement, engineering reports, surveys, specifications, shop drawings, equipment manuals, maintenance records and other information owned or possessed by the Seller and its agents (but not its attorneys) as reasonably required by the Buyer for the operation of the said potable water distribution system, including any record drawings or as-built drawings where available, including any original tracings, sepias, or other reproducible material showing all facilities of the said potable water distribution system whatsoever. Seller is not transferring, however, any claims that it may have for monies due and owing to the Seller, rising out of the operation and ownership of the system, for services or claims arising prior to the date hereof. Seller, its successors and assigns, hereby covenants that it is the lawful owner of the above-referenced property and that it has good right to, and hereby does, sell the same to the Buyer and that it will warrant and defend same against the lawful claims and demands of all persons whomsoever. The Buyer, for itself and its successors and assigns, hereby accepts title to, and ownership of, all portions of the water distribution system described herein, as well as the rights and obligations described herein above. • • IN WITNESS WHEREOF, the parties have caused their names to be hereunto subscribed this day of , 2002. VILLAGE OF TEQUESTA, FLORIDA ~ r ~~ By: -~Ge ine Ge~co,-Ma~°or TOWN OF JUPITER, FLORIDA By: ATTEST: ~ ~~ ~ ~ Mary Wolc tt, Clerk ~~ [SEAL] N:\JCR\13153-011Jupiter Tequesta Bill of Sale.doc Karen J. Golonka, Mayor ATTEST: Sally Boylan, Clerk (SEAL] • • EXHIBIT "C" ASSIGNMENT OF EASEMENTS KNOW ALL MEN BY THESE PRESENTS, that the VILLAGE OF TEQUESTA, FLORIDA, a Florida municipal corporation, hereinafter referred to as the "Assignor", for an in consideration of the sum of Ten Dollars ($10.00) and other good valuable considerations paid by the TOWN OF JUPITER, FLORIDA, a Florida municipal corporation, hereinafter referred to as "Assignee", has granted, bargained, sold, transferred, assigned and delivered, and by these presents does grant, bargain, sell, transfer, assign and deliver unto the Assignee, its successor, and assigns, all of Assignor's right, title, and interest in and to all easements, recorded and unrecorded, rights of access, ingress and egress, permits, licenses, and rights-of--way owned or used by Assignor, whether in public or private property as more particularly described in • that certain Interlocal A reement between the arties hereto dated as the da of 9 P Y 2003, covering the sale of Assignor's certain Water Transmission and Distribution System Facilities as described with the Interlocal Agreement between the parties dated , 2002. TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns forever. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this day of , 2003. ATTEST: VILLAGE OF TEQUESTA, FLORIDA: f~ ~, ~ ,~ ~ ~ 6 ": ,,_ _ ._ _. Mary oV~'`Icott, ,~lerk ~ eraldira~ Genca,-Mayo~~ • N:WCR113153-01 ~J~piter Tequesta Assignment of Easements.doc • • • EXHIBIT "A" i I I i A l !aW Stl _______r _'_I 1 E 1 ~ _ ~~ i ~ ~ `1 _- J 1.1 U z ~ u: ~ ~ < 11 I • e ~ I I V V V v OCl Q7 V r-~ (_ 1 1 1 •/ V V C') CS ('] ..~ r,. •~ 1 V ~: SJ C) C? 1 I 1 (") i) f-. 1 1 1 :; = 7 1 1 nn~. !~ ~ •1 Y J 1 I 1 ~ a7 f7 • •(~ 1:) LLI I I~ 1 ` , 1 7 I J~ 1 r= ~ u <~ ~~~~ ~z~~ I < _ G L i • ~ 1 1 "" ~ j/ . ~ r ~~ I~;J~dcl ~ ~ K~<. ~ 1 ~ 1 >n f-m-~ _~ -~" ~~ p ) ~ J 1 ~ .~ ~~ ~- ~- ~ `- ~ .... ~N2 '~~'-1~ .r£ fv )11 Cv` c.+ ~) _' 1 I <) ~1 ~d- ~ RESOLUTION NO. 149-02 • A RESOLUTION OF THE: TOWN OF JUPITER, FLORIDA, APPROVING AN INTERLOCAL AGREEMENT WITH THE VILLAGE OF TEQUESTA FOR THE TERMINATION OF TEQUESTA'S WATER SERVICE FRANCHISE TO NORTHERN JUPITER AND APPROVING THE SECOND AMENDMENT OF THE BULK SALE WATER SERVICE AGREEMENT BETWEEN THE ENTITIES. WHEREAS, the Town of Jupiter through the' adoption of Ordinance No. 11-73 granted the Village of Tequesta 30-year water service franchise within Jupiter's municipal boundaries north of the Loxahatchee River; and WHEREAS, the Town of Jupiter through the adoption of Resolution No. 40-78 acquired through assignment, the duties and responsibilities of the Utility under a Bulk Sale Water Service Agreement with the Village of Tequesta; and WHEREAS, the Town and Village desire to conclude the Village's water service franchise • and concurrently amend the Bulk Sale Water Service Agreement. NOW THEREFORE, be it resolved by the Town Council of the Town of Jupiter, Florida: Section 1. That the Interlocal Agreement between the Town of Jupiter and the Village of Tequesta for the termination of Tequesta's water service franchise to Northern Jupiter and for the Second Amendment of the Bulk Sale Water Service Agreement between the entities is hereby accepted and approved by the Town of Jupiter. A copy of said Interlocal Agreement is attached hereto and marked Exhibit "A" and made a part hereof. Section 2. That the Town Mayor is hereby authorized and execute said Interlocal Agreement on behalf of the Town of Jupiter, to which the Town Clerk shall attest and affix thereto the Town Seal. which have been established therein. Section 3. This Resolution shall take effect immediately upon adoption. • The foregoing Resolution was offered by Councilor Donald D. Daniels, who moved its adoption. The motion was seconded by Councilor Kathleen G. Kozinski ,and upon being put to a roll call vote, the vote was as follows: AYE NAY MAYOR KAREN J. GOLONKA X VICE-MAYOR BARBARA P. HENDERSON X COUNCILOR DONALD D. DANIELS X COUNCILOR KATHLEEN G. KOZINSKI X COUNCILOR JIM KURETSKI X The Mayor thereupon declared the foregoing Resolution 149 - 02 duly passed and adopted this 5th day of November, 2002. • ATTEST: / p 1,~~' i` ~ L ` ~t SALLY M. BOYLP~N, CMC TOWN CLERK (TOWN SEAL) TOWN OF JUPITER, FLORIDA BY: Ic1 KA EN OLONKA MAYOR T OMAS J. A SQ. Approved as to form and legal sufficiency •