HomeMy WebLinkAboutDocumentation_Regular_Tab 05I_01/13/2005 �� i
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Atto�neYs and Couaselot�s ,
Scott G. Hawkins, Esquire
Direct Dial; 561-G50-046b
Direct Fax: 5G1-650-d436
E-Mall: shawkins�jones-f4ster.cam
January 6, 2005
ViA REGULAR �AA�L AND �'A�SIMI��
Mich�el R, CQUZZO, Jr.
Villa�g� Manager
Village of Tequesta
1�ost C)ffice Box 3273
Tequesfia, �Ior�da �3469-Q273
RE: Bulk Water Services Agreement between the Village of Tequesta �t�d Jupiter
Hills Cauntry Club
d�ar Mik�,
This I�tt�r is in fallow-up ta our tel�phone canv�rsatlon of Wednesday, January 5, 2005
regarding the Jupiter HiUs Country Cl�b gulk Water ServiGe Agreement. As I
undet�stand it, you pl�n to present the proposed Confiract to the Village Council for
approval at the meeting an January 13, �Q45.
As discussed, the draft Contract which did not aon'tain the propo5ed Exhibit "A" whi�h is
an engineering sGhem�tic thst d�picts the "point a� delivery." 1n this reg�rd, I attach the
schematic which I ask that you inc(ude in the pack�ge of back�up materials b�ing sent
to fihe Village Council in connection with this matter,
Please note that I am retaining the original �xhibit "A" in my fiiles for future inGl�usion witkt
the t�riginal Contract. ! wili have wifih me on aanu�ry 13 2005, both the origina{
ContraCt (pr�viausly execut�d on behatF of Jupit�r Hilis Country Club) and the origin�i
schematic marked as Exhibit "A".
This letter is being s8nt by facsimile and regular mail to sxped'+te your review.
�nvn�1�. inrAnc-fncrar. rn»+
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i
Mr, Mi�hael R. Cou o, ,�r.
January fi, 2005
Page 2
Please call me if yau hav�e any questions in this r�g2�t�d.
Very truly your�,
JON�S, Ft� ,��1- & S`CUBBS, P.A,
,' �'a� ' , c�w� �r
gy � '
$COtt G. I-�aWk{nS, ESq.
Enclosure
cc; Gwen ��risile, Villa�e Clerk (wlenclosure)
N:1SGM13153-311e4tetslcouzzo-007-sgh-01-�8-05.DOC
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Attarneys and Counsefors
Scott G, Hawkins� �squire
Direct DiaL• 561-65Q-046Q
Dfrect Fax: 561-650-0436
E-Mail: shawkins@Janes-foster.cam
January 5, 2045
VIA E-MAIL tPDF 1=t?RMAT�
Mr. Michael R. eouzzo
Village Manager
Village of Tequesta
Post �ffice Box 3273
Tequesta, Florida 33469-Q273
Re: Viltage of TequestalJup�ter Hills Glub
flur File Number: 13'(53.1
Dear Mike:
Attached in PDF forma# is �he propased Agreement between the Village of Tec{uesta
and Jupifer Hills �untry Club, Inc. relati�e to the praposed provision of bulk water
senrice. As you can see and as we recentiy discussed, the attached Agreernent has
already been execu#ed by Ames Shue[, President of Jupiter Hiils C[ub, fnc.
It is rriy c�nderstar�ding fhat yc�u witl print the enclosed version and will attach it in the
baclt-up materials for the Village Council meeting sahedulecf for January 13, 2005.
Please review and cali me if you have any questions in this regard. Please nate that I
am following up with Bill Reese and Tom Jensen regarding Exhib�t °A" referenced on
Page 2 of the at�ached Agreement.
zvww jones foster co�n
�i�
Mr. Michael R. Gauzzo, Jr.
January 5, 20�5
Page 2
As discussed, I will retain #he origina{ Agreement ta be exeGUted ance Viltag� Co�tr�cil
app;ava! has been provided.
Very truly yours,
J{�NE$, „ , J HNS �18�STUBBS, P.A�
, � �.�,'�
�''"�'
By
Scott G. Hawkins
Attachment
N:tSGFl113i53-3Ueliers►caurso-D06-sgh-01-05-fl5 DAC
AGREEMENT BETWEEN
THE VILLAGE OP` TEQUESTA, FLORIDA
AND JUPITER HILLS C�UNTRY �LUB, IltiTC.,
FOR PROVISI4N QF BULI� RAW WA'I'�R SERVICE
I'HIS AGREEMENT is entered into betwe.�n the Village of Tequesta, a nnunicipal
corpotatiozt a�ganized and existing under the laws of the State of Florida (the "Village"} and the
lupiter Hills Club Ine., ("JHC"), a Fiorida not far prafit corparatian,
V�ITNESSETH:
WHEREAS, the Village provides water distritbution serviees ?�o the public wi#hin a
recagnized servzce area in Palm Beach County and southern Martin County; and
WHEREAS, the Village owns and o�rates water paraduction and distribution facilities
designed to provide service to consumers laca#�d within and autside the Village corporate limits; and
WHEREAS, the V il tage desires to make available a quantity of raw water available for a bulk
sale ta JHC, on a continuous basis for a limited period of time, and further to enable .THC ta receive
such service thrvugh interconnectian with the Viiiage's rsw water syst�m, and by way of master
nr�et�r/check valve �ssembly, ree�ive xaw water for irrigataa�n purposes; and
WHEREAS, JHC is in need of additional ground water for irrigation purpases and has
requested that the Village prt�vide raw, untreated, water to JHC, which JHC may treat and use for
irrigation; and
WHEREAS, JHC and the Village recngnize that the Village's ability to mcet the terms of this
Agre�ment is dependent upon the Village's rights and perrnits with the South FIorida 'Wa#er
1Vlanagement Disirict; ar�d
WI�.EREAS, in order ta effectuate fihe supply of this water the Viilage and THC have agreed
to enter in#o this Bulk Raw Water Service Agreement (the "Agreement").
NOW, THEREFORE, in consideration of the premises and covenants herein cantained, the
rVillage and THC agree as follows:
1. Whereas Statemen#s /Ef€ecl�ve Date: The foregoing statements axe irue and
carrect. This Agreement shall be effective upon #he date that it is fuily executed by bo#h parties
{"Effective Date"�. The term of ti�is agreement shatl eammenee when the V'illage declares the
service is first available and such date shall t�e nv latex than 180 days firom the d�e af the last
executian belaw.
2. Asreeme�ut to Serve: Ihe Village agrees to pzavide bulk n�n-gotable raw water
service ("Sulk Service") to the .THC for irrigatian purgc�ses in accordance with the terms and
provisions of this Agreement.
3. Delrvery af Serviee: The Village shall provide and JHC �grees to accept, pursuar�t ta
the term� and conditians set foxth herein, 45Q,000 gailons per d�.y af "as is" raw {non �otable) v►+ater
to be deliuered to JHC at the "paint of delivery" as set forth herein, to be metered by the Vitlage, for
the purpose af bulk sate flaw measurennent. Except as pz�ovided herein, JHC shaIl not take more than
450,OOQ galloar�s per day calculated on a daily basis and rate of flaw ttuaugh the meter st�all nat
exceed 312.5 gal�ons per minErtes The Viilage does nat guarantee a minimum e�r maximum pressure
at the point of delivery. The water supptied by the Viilage may confain cons�ituents, including iron
and hydrogen sulfide, which make the water unsuitable for potable uses without treatment and the
Village provides no representatians ar guaran�tee regarciing water qu�iity and assaciated calar and
adar and has no ctbligation to iemove impurities aztd constituent� in t�e water. Tfhowev�r, the water
supplied hereunder becomes unsui#ahle for irrigation purposes, as determined by the Village, because
of chronic inability to maintain the watez quality within the fallowing limits {pH 6_0-7.7, alkaiinity
less than �00 mg/1, chlviide Iess #han 150 rr�g1l}, JHC �xzay cancel tlxis agreemen#, subject to tl�e
reimbursement abligatian discussed below, or suspend taking the water untit such vaziation has been
add�essed to ttie mutual satisfactian of the parties. Th� Village is under no obligation, however, to
remedy the variation, and may chase #o allow this A.greement to lapse. No#ice by JHC of such
variatian mttst be provzded in writing in accordance with the requirements stated herein and the
Village shall have 90 days ta �vatuate and address said concerns befare JHC may take any activn in
this regard. JHC' nnay also, at any time during the contract period, defiermine that the water supplied
by the Village to be unsuitabie for irrigation use due to the chronic presence of unacceptable odor
and thereby elect to terminate the cont�act. In additian, THG may ch�ose to terminate this Agreement
at any time, fvr any other reason. Sht�uid 3HC choase ta terminate this agre�ment far any reasan,
whatsoever, it shatl f:rst prouide the Village with a natice of intent to temunate which shaIl be in
writing and received by the ViIlage a minimum of94 days prior ta the desired termination date. In
the event of #he issuanee af said notiee JfiC shall pay the VilIage $� S,tt00 to ccsvex casts associated
with the development, implennentation and te�nnnination of this agreement inciuding, bat not limited
to, legai eosts, engineering fees, administxative charges, capital facilities costs and reasonable
interest charges. The paymen# shall be in the fiill ama�.uit regardless af actual costs incurred, Such
reimbursement shail b� payable at the time of the issuance of the notice of intant to terminate. 'I'he
parties agree that the "p�int of delivery �f service shall be that point on the discktarge side af the
master zttetex/ check valve assembly as general�y depicted on Exhibft "A" which is attached hereto
and incorporated herein by reference. The Village shall be responsible for the installation of the
meterkheck valve assembly at the "point vf c�elivery". The znaintenance, operaiian, and repair af the
Village's (ines and meter up to the "point of deiivery" af sexvice shall be the responsibility of the
Village. JHC will be salely responsibie for the maintenance, operation, and repair of aIl lines and
facilitzes an its side of the "point of delivery" of service and for the treatment and disiribution af the
raw water a$er receipt afthe water at the "po�nt of delivery". THC shall solely be responsible for
obtaining alI permits and regulatory approvals, ��any, for the design, canstruction and aperati�n of
2
g:latly{agreemntintedoolipua-Fac4 2 9
all faciiities described here under, fram tlae point of de�ivery to ttae point of disc�arge, and for
making all changes in design and installatic�n as may be re�uired to ensure regulatQry cvmpliarYae.
JHC, subject to Village appravai as to engineering design and construetion, shal] be respansible for•
all piping installatian beyond tt�e "paint c�f delivery'• ta the "point vf di�harge°°. Further, the Village
shal� have the right to appzove any propased change in the discharge line or autletfoutfali devices.
4.. Ratesc T�IC agrees to pay the Village the fallowing bulk rates for the Bulk Service..
Far the first five (5) yea�°s from the Effective Date of this 1�.greement 3H� will pay $0.3�0 per l 0A0
galians of� wat�er ("Bu2k Service rate"}, �or 4�0,0t}0 gallons per cia.y ("daily alloeetion"}, and as
ad,�usted �r the inflation index as pravided below. Paymeat shall be due wheth� or nc�t 3HC takes
the daily allocaEion. Un each annual annivecsary date af the Effective Date of tl�is Agreement, �e
Vzllage may increase the ra�e per thousand gallons based upon the applicatit�n of the Flurida Public
Service Commission utit�ty price ind�x, as esta.blished from tiune to time by the Florida Public
Service �ommission g�rsuant to Flcrrida Statute, Section 367.a81(4)(a} as amended, to the then
existing Bulk Se�vice rate The Viltag� has the ability to annually index the Bulk Service rate and if
an index is nt�t applied fQr a given year to impose the index in the futcare , If 3H� e�ceeds ttae daily
alloca�ion, by 3% or mare, witb:aut grior w•ritten appravai by the Village, the Vil�age shall have the
right, in its sale discretion, to terminate this agreement anci shall impose a surc�arge equal to $�.00
per I U00 gallans $bave the daily allacation. As a cc}ndition of reserving �SO g al�ons ��� ��
raw water capacity, JHC agrees to pa� fvr sueh cagacity, whether actually used by .1HC, c�r not� If the
capacity reserved by the Village is adjusted as pravided in this agreement due to ft�rce majeure
incidents or restrictians c�n service, t�e amount charged by #he Village will be adjusted pro ra#a by the
change in sach capaeity. To the extent that JHC uses in excess af 4�O,Ot�U gallons per da�, or as
rnay be adjusted as pravided in the agreement during any particular day, the Village will consider the
water �se ahove, the r�served cagacity as excess water t�se and wiil bi11 Ji�C $1.00 per thousand
galtons foz all m�tezed water use considered as excess. Nonpayrnent af any excess water use charges
by JHC wilt result in a discontinuance of service as provided in this agreement.
5. Siltin�. The Village shall bill .IHC each rnonth for Bu1k Service. Chazges shatl be
calculated and deterrnined based an daily cansumption. Bills are du� when rendered and will be
considered late if no# paid with�in 15 days. Late fees shall be charged in accordance with fihe Viltage's
poiicies and procedures. The Village will have the rigt�t tv charge any late payment fees ur pena�ties
for the nonpayment af invoices I bills in accardance with its genez�I policzes and procedures in effec�
for it� utility system. The Village shall have the right #a discontinue Bulk Ser�ice to JHC for non-
payment.
b, Ternn: �he initial term of this Agreement shali be five (5) years_ T1�e parties shail
have the rig�xt to renew this Agr�ement for an additianal five (5) yeat` t�r different term, as mutuaily
agreed, at the expiration of the inifiial term. Written natice afeither party's desire to renew shall be
pravided to the o#her party at IeasE nin�ty (90} days priar tct the end of the initial five (5} year term.
3
g'.1sltylagreemntintedocVfpua•Ex4 2 9
7. Farce 1'Viajeure: In the event that perfvrrtiaz�ce afthis Agreement by either party to
this Agreement is prevented or intertupted beyond the control of either party, including, but not
Iiznited to, act of Crod or the publia enemy, war, terrorist act, natianat emergency, atlocation ar of
other governmez�tai resi�ictions upon the use c�r availability of labor or rnater�a�s, ratianiztg {water
res#rictiQns), civil insurrection, riot, radica� or civil rights disarder or deznans�ration, strike e�nbargo,
flood, tidal wave, fire, explosis�n, bomh detanation, nuclear faliaut, windstarm, hurricane,
earthquatce, or t�ther casualty, disaster or catas#raphe, failure ar breakdown of well equipment,
pumping transmissiQn or at�er facilities, govemmental rules c�r acts, orders, restrictions ar
regulati4ns af requirements, acts ar action of any government, pub�ic, gavernrnental authflrity,
comznission, baard, agency, agent o�r c�fficial officer, the enactment of any statute, ardinance,
resolu#ion, reguiativn, rule, ruling, order, decree, judgmen�, restrainisxg order ar injunctian of any
court, said party shall not be liab�e far such non-performance.
$_ R�strictions �n Service; Villa�e R�ight t4 Curtail or Tertninate Service; The
Village shali have the right ta limit, restrict, curtail or discontinue service hereunderwhere de�nands,
including anticipated demands, on the �iltage systern rec�uire raw wa#er ta be �reated far potable
water uses and needs, whether such demands result fror� exi�ting ctr pofential customer demands,
system failures and disruptions, resa€irce failures, impairments and disrt�p#ions, well failures,
impairinents and di.srup�ions, regulatory constraints, restrictions or allocations. To the exteni 4f a
system or resaurce failure fram the raw water sc�urce whieh is cannected to #he point flf delivery, the
Village will nat be requiretl ta construct additional raw water wells, transmission, or mete�ing
facilities ta replace such servi�e and the agreement wi11 �mmediately tez�minate at�he discretian of the
VilIage. This prc�vision dges nvt preclu�te the par�es from entering intts a participa#ion agreement to
construct additianal zaw water facilities which would result in an funendrnent ta this agreement. In
tlxe event af an emergency, as detezmined by the Village in its sale discretion, the Village shaIl k�ave
the rigi�t to immedi�tely use its raw wat�r supply for highest priorifiy tases as determined by the
VitIage which may result ir� adjustment or limitation in the service to JHC- In nan-emergency
situatians, the Vil�age shall p�'ovide 30 days written notice af any adjustments in service.
T'a the extent the �outh Flarida Water Management District iznpases mandatory water use
restrictions pursuant to Chapter 4�E-21, �Iorida Administrative Code or vther regttl�tory
requiremen#s, upon the V illage to reduce graund ar xaw water withdrar�vals, the �Tillage shall have the
right to reduce or eliminate the daily ailacatian identified in Secticrn 3 by an a�mourtt to satisfact�ori�y
me�t such res�zictians. The VilIage will notify 3HC af the impositi4n of the mandatory water use
restrictians and the change in capaczty schedule necessary ta meet such restr�ctians 30 days prior to
the impositic�n, unless mt�re rapid adjust�nent is required by regulatory agencies or circumstances.
9, Venue. Larvs of Florida: This Agreeme�t shall t�e governed by �e laws ofthe S#ate
c�f F[orida and it shall become effective immediately ugon execution by bath parties here�o, subjec�
to any approvals which must be abtained from governmen#al authQrity, if applicable, and subject ta
atl conditians precedent for the rendering t�f service as set farth in this Agreement. Venue far any
litigatio� arising vut c�f thris Agreennent shall be in Palm Beach Cc�un�y, Florida,
4
y.iaitylagreemnifnte►loelfpua-Ex4 2-$
10. Notaee: Ar�y and all written natices required ar permitted to 6e given hereunder shall
6e deemed received upan hand deiivery or facsimile transmissiarn, or three (3} days if s�rne aze
deposited in #he U.S. rnail, and sent via certified mail, return receipt requested.
All ncrtices to the Village shatl be sent ta:
VILLA,r.�rE: Village Manager
Village of Tequesta
357 Tequesta Drive
Tec�uesta, Florida 33469
(56 l } 575-6200
(561) 575-6203
Att notices to JHC shall be sent to:
3HC: .Tupiter Hills rlub, Inc.,
c% President
11800 S.E. Hill Club Terrace
Tec;uesta, Flarida 33�69
{Sbl) 743R3396
Fax: (56i}744-0070
and to: C�olf Course Superintendent
Jupiter Hills Club
1180� S. E. HiII Club Terrace
{561} 743-3396
Fax: (561}744-U070
I 1. Atta�ev's Fees and Cosi�. In the event af any litigafiaon or administr�tive
graceedings to settle issues arising h�r�uridez, the prevail�ng pariy shall be ent�tted ta rect�ver against
the attaer party, its costs and expenses, including reason�.ble attorney's Fees, which sha1I include, but
IlOt b� �1IT21t� tp, aiay fees and costs for any appeai that may be taken,
MTSCEL�LANEOU5 PROVI3�ON5
I 2. Whenever fi.he singular number is used in this Agreement and when required by the
con#ext, the same shall include the plural, and the masculine, feminine and neuter genders shall each
include the others.
I 3. E�thibits merrtianed in t6is Agreement �re her�by incorporttted herein by refer�nce and
made a part hereof as fully set farth her�in. "The headings contained in this Agreemexzt are far
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cc�nvenience of reference only, and shall nat li�it or otherwise affect in any way the meani�ng or
interpretatic�n of the Agreement.
14. This Agr�eement may be executed in several caun�rparts, each of which shal! be
deemed an original and such cot�nterparts shall constitute one and the same instxu�ment.
I 5. 1�To agreement sha�l be effective to sdd to, change, modify, vvaive ar discharge this
Agre�ment, in whole or in part, unless such agreement is in writing and signed by the parties her�to.
In the event �at any non-material provision of this Agreement is determined to be of no force and
effect by a court of law, such provision shall be severed from this Agreement and the remaining
Agreement shall conti�c�e in firll farce and effect.
16. Whenever appravats of any nature are required by either party to this Agreement, it
is agreed that same shall not be unreasonably withheId or delayed.
1'7_ The parties acknowledge that each has shared e.�ualiy in th� drafting of this
Agreement and, accordingly, no caurE ce�nst�uing this Agreement shall ct�nstrue it more strictly
against one party than the other and every covenant, tetrn, and provision of this Agreement shall be
construed simply according to its fair �neaning.
18_ This Agreement represents the entire vnderstanding between tk�e parties, anfd
sugercedes a!I t�ther negotiatit�ns, representatians, or agreements, �ither written er oral, relating to
matters wb:ich are the subject of this Agreement.
I9. In #he event that any section, Paragraph, sentenee, clanse, or provisian hereof is held
invalid by a court 4f cor►�petent jurisdiction, �uch holding shal! nat affect the remaining partions of
this Agreement, and the same shall remain in full farce arnd e�ect, unless the invalid �xnding is as ta
payment, in whiclt event the Agreement shall be thereupon terminated,
IN '�ITNESS WkiEREOF, the parties hereto have inade and executed #his Agreement an the
resgective dates under each signatu�:
JiJ�"ITE LS CLUS,
B�:
Date;-
Ames Shuel, its President
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'THE V�LLAGE UF TEQUTSTA, F�.ORiDA
BY:
Date• - -----
Pat Watkins, its Mayor
AUTHENTIGATE:
Cleric of the Vil�age af Tequesta, Florida
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