HomeMy WebLinkAboutAgreement_General_06/24/2004~.
EXHIBIT A
AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA, FLORIDA
AND THE TOWN OF JUPITER ISLAND, FLORIDA,
FOR PROVISION OF BULK WATER SERVICE
THIS AGREEMENT is enterYd into between the Town of Jupiter Island, a municipal
corporation organized and existing under the laws of the State of Florida (the "Town"), and the
Village of Tequesta, a municipal corporation organized and existing under the laws of the State of
Florida (the "Village"}.
WITNESSETH:
WI~REAS, the Town and the Village have entered into the ]upiter-Martin Water Assocaates,
Inc., Utifity Transfer Agreement dated - ~u ~E Z~, 2004, ("Transfer Agreement"}; and
WI~REAS, pursuant to the terms of the Transfer Agreement, the Town and the Village
agreed to ecrter into this Bulk Water Service Agreement (the "Agreement").
NOW, THEREFORE, in consideration of the premises and covenants herein contained, the
Town and the Village agree as follows:
1. Whereas Statements/Defirritions: The foregoing statements are true and correct.
The definitions set forth in the Transfer Agreement aze incorporated irrto and made a part cf thss
Agreement.
2. Agreement to Serve: The Village agrees to provide bulk potable water service to the
Town ("Bulk Service"), in accordance with the terms and provisions of this Agreement.
3. Delivery of Service: The Village will provide the Bulk Service to the existing metered
point of connection between the Village's utility lines and the Town System formerly owned by
Jupiter-Martin Water Associates, Inc. ("]MWA"). (Refer to Exhibit C) In order to provide potable
water service to the Town System as defined in the Transfer Agreement, the Town agrees to purchase
all of the domestic or potable water requirements from the Village and the Village will provide bulk
water service to the Town System on an exclusive basis for the term of this Agreement. The Town
will not interconnect the Town System to the Town's existing water system, except on an emergency
basis, and will not provide any domestic or potable water to such service area unless mutually agreed
by the Village or in event of the Village's inability to service the specific area. The Town may
purchase additional water from the Village in order to serve the Town's water system which would. be
in addition to the servicing of the Town System. To the extent that the Town services domestio or
potable water to the Town System, the Village will: be entitled. to bill the Town for such service as if
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the Village provided the service to the Town System. ff the Town irrterconnects its water system
with the Town System, the Town will keep the valve on the interconnection closed, except in the
event of an emergency. The Town will immediately advise the Village of any such emergencies.
4. tes: The Town shall pay the Village the following bulk rates for the Bulk Service.
From the date of this Agreement through and including September 30, 2004, the Town shall pay the
Village in accordance with the payment formula. attached as Exhibit B to this Agreement. From
October I, 2004 through the end of the term of this Agreement, the Town. shall pay the rate of $2.37
per thousand gallons, as adjusted per the inflation index as provided below. Commencing October 1,
2007, the Village nay increase the rate per thousand gallons based upon the application ofthe Florida
Public Service Commission utility price index, as established from time to time by the Florida Public
Service Commission pursuant to Florida Statute section 367.081(4xa), as amended, to the then
existing Bulk Service rate. As the Bulk Service rates established above reflect a negotiated amt
between the parties that is part of the consideration between the parties for entering. into the terms of
the Transfer Agreement, which consideration carmot be segregated as a finite amount, the Town and
the Village acknowledge and agree that the Florida Public Service Commission inflation index
provides the Village sufficient rate flexi3ility to cover the Village's fiiture costs of service, while
maintaining to each party the benefit of the negotiated ageement under the Transfer Agreemerrt.
5. Billing: The Village shall bill the Town each month for Bulls Service. Bills are due
when rendered and will be considered late if not paid within 15 days. The Village shall not discontinue
Bulls Service to the Town for non-payment unless it has provided the Town 30 days written notice of
its intention to discontinue service for non-paymerrt with a right to cure. In the event of a dispute
over the accuracy of a bill, the Town shall pay the non-disputed portion of the bill and provide the
Village written notice detailing the reason for the disputed portion of the bill. The Village shall not
discontinue service for non-payment of the disputed portion of the bill. Disputes overbilling accuracy
that are not amicably resolved between the parties within 3 0 days of written notice to the Village from
the Town shall be resolved pursuant to the Dispute Resolution provisions set forth in Section 9
below.
6. Metering: The Village shall have the meter calibrated once per year and shall provide
the Town with a copy of the calibration test resuhs. The Town may request a meter calibration at
their cost, by the Village at any time and from time to time during the term of the agreement, in
addition to the yearly calibration performed by the Village. The accuracy of the meter and its
performance in service shall be judged by its average error rate. The average meter error rate shall be
considered to be the average of accuracy at the test rate flows in accordance with the American
waterworks association (AWWA) standards.
Meter Over Registration - Whenever a meter tested is found to over register in excess of the
tolerance provided in the AWWA standards, the Village shall credit the Town's account in the
amount billed in error for the period since the last test; said period not to exceed six (b) months
except that if it can be shown that error was due to some cause, the date of which can be fixed. The
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over register shall be computed back to but not beyond such date. The Village shall pay the cost of
the meter calibration in the event of an over registering meter.
Meter Under Registration - Whenever a meter tested is found to under register below the
tolerance provided in the AWWA standards, the Village shall charge the Town's account in the
amount billed in error for the period since the last test; said period not to exceed six (6) months
except that if it can be shown that error was due to some cause, the date of which can be fixed. The
under registration shalt be computed back to but not beyond such date. The Town shad pay the cost
of the better cahbration in the event of an under registering meter or in the event that the meter tests
show that the accuracy is within the range of tolerance provided in the AWWA standards.
Non-RegisterYng Meter - In the evem of anon-registering meter, the Town will be billed on
an estimated amount, based on past similar usages with such estimated basis to be agreed between the
Town and the Village.
7. Term: The term. of this Agreement shall commence upon full execution by the parties
and shall continue through and including December 31, 2012 ("Term"). During the Term of this
Agreement, the Town shall not provide potable water service to the Town System from the Town's
utility system, except on an emergency basis as rrmtually agreed upon by both parties.
8. Force Majeure: In the event that performance ofthis Agreement by either party is
prevented or interrupted by circumstances beyond the control of either party, including, but not
limited to, an act of God or the public enemy, war, terrorist act, national emergency, allocation or of
other governmental restrictions upon the use or availability or labor or materials, rationing, civil
insurrection, riot, radical or civil rights disorder or demonstratioq strike embargo, flood, tidal wave,
fire, explosioq bomb detonatioq nuclear fallout, windstorm, hurricane, earthquake, or other casuahy
disaster or catastrophe, failure or breakdown of pumping transmission or other facilities,
governmental rules, acts, orders, restrictions, or regulations of requirements, acts or action of any
government, public, govermnerrtal authority, commission, board, agency, agent, official, or officer,
the enactment of any statute, ordinance, resolution, regulation, rule, ruling, order, decree, judgment,
restraining order or injunction of any court, said party shall not be liable for such non-performance.
9. Laws of Florida: Venue This Agreement shall be governed by the taws ofthe State of
Florida and it shall become effective immediately upon execution by both parties hereto, subject to
any approvals which must be obtained. from governmental authority, if applicable, and subject to all
conditions precedent for the rendering of service as set forth in this Agreement. Venue for any
litigation arising out of this Agreement shall be in Palm Beach County, Florida.
10. Dispute Resolution: In the event either party to this Agreement is required to enforce
this Agreement the following procedure shall be followed: Prior to initiating any litigation between
the parties, the initiating party shall provide a written notice to the non-initiating party of its intent to
bring litigation together with a reasonably detailed description of the nature of the claim. Within ten
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(10) days of receipt of such notice, the parties shall schedule apre-litigation mediation proceeding
which meeting shall take place within twenty (20) days or such other time as the parties may agree to
attempt to mediate an amicable resoh~tion of the dispute. The parties shall cooperate with each other
to select a mutually agreeable mediator. The cost of mediation shall be borne equally by each party.
Mediation shall take place at the Village administrative complex, or at such other location as is
mutually agreed upon by the parties.
11. Notice. Any and all written notices required or permitted to be given her~rnder shall
be deemed received upon hand delivery or facsinn7e transmission, or three (3) days if same are
deposited in the U. S. mail, and sem via certified mail, return receipt requested.
Atl notices to the Village shall be sent to:
VIIJ.AGE: Village Manager
Village of Tequesta
250 Tequesta Drive, Suite 300
Tequesta, Florida 33469
(561)575-6200
(561) 575-6203 (fax)
All notices to the Town shall be sent to:
TOWN: Town Manager
Town of Jupiter Island
PO Box 7
Hobe Sound, FL 33475
(772) 545- 0100
(772) 545-0188 (fax)
12. Attorney's Fees and Costs. In the event of any litigation or administrative
proceedings to settle issues arising hereunder, the prevailing party shalt 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.
MISCELLANEOUS PROVISIONS
13. Whenever the singular number is used in this Agreement and when required by the
context, the same shall include the plural, and the masculine, feminine and neuter genders shall each
include the others.
14. Exhibits mentioned in this Agreement are hereby incorporated herein by reference and
made a part hereof as fully set forth herein. 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 the Agreement.
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1 S. This Agreement may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shall constitute one and the same instrument.
16. No agreement shall be effective to add to, change, modify, waive or discharge this
Agreemenrt, in whole or in part, unless such agreemem is in writing and signed by the parties hereto,
In the event that any non-material provision of this Agreement is deterrrrir-ed to be of no force and
effect by a court of law, such provision shall be severed fi-om this Agreement and the remaining
Agreement shall continue in full force and effect.
17. Whenever approvals of arty nature are required by either party to this Agreemenrt, it is
agreed that same shall not be unreasonably withheld or delayed.
18. 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.
19. This Agreement represerrts the entire understanding between the parties, and
supersedes all other negotiations, representations, or agreements, either written or oral, relating to
matters which are the subject of this Agreement.
20. 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 in full force and effect, unless the invalid fording is as to
paymem, in which event the Agreement shall be thereupon terminated.
IN WITNES S WHEREOF, the parties hereto have made and executed this Agreemenrt on the
respective dates under each signature:
THE TOWN OF JUPITE SLAND, FLORIDA
BY:
ose E. Connolly, its Mayor
ALJTI~NTICATE:
Clerk of the Town of Jupiter Island, Florida
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THE VILLAGE OF TEQUESTA, FLORIDA
Pat Watkins, its Mayor
AUTHENTICATE:
~~ ~ ~~
Mary 1Vfiles~~ lerk of the Vi1 age of Tequesta, Florida
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. _ Exhibit "B"
MARTIN COUNTY CUSTOMERS
VILLAGE OF TEQUESTA
WATER STEP RATES
0 -12,000 GALLONS $2.16 PER THOUSAND
GALLONS
13 - 25,000 GALLONS $3.64 PER THOUSAND
GALLONS
26 - 40,000 GALLONS $4.94 PER THOUSAND
GALLONS
41 AND ABOVE $6.34 PER THOUSAND
GALLONS
FIELD TECHNICIAN SECOND VISIT
TO CHECK METER $19.83
TURN-ON/TURN OFF AT CUSTOMERS'
REQUEST $19.83
METER TESTING FOR
MALFUNCTIONS 5/8" AND 3/4" $59.51
I~• C:
. >;
RESOLUTION NO. 103/04
A RESOLUTION OF THE VILLAGE COUNCIL OF
THE VII.LAGE OF TEQUESTA, PALM .BEACH
COUNTY, FLORIDA, APPROVING THE
EXECUTION OF A THREE PARTY UTILITY
TRANSFER AGREEMENT AMONG THE VILLAGE
OF TEQUESTA, THE TOWN OF JUPITER ISLAND,
AND JUPITER MARTIN WATER ASSOCIATES,
INC., IS IN THE PUBLIC INTEREST; AND
SETTING FORTH A STATEMENT SHOWING
SAME; APPROVING A BULK WATER SERVICE
AGREEMENT WITH THE TOWN OF JUPITER
ISLAND; AUTHORIZING THE APPROPRIATE
VII.LAGE OFFICIALS TO EXECUTE THE
NECESSARY DOCUMENTS IN CONNECTION
WITH THESE TRANSACTIONS; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the Village Council has reviewed and considered at a minimum, the
available materials and information to meet the requirements of Section 180.301, Florida
Statutes; in conjunction with its determination whether the proposed acquisition by the
Village of Tequesta of the water assets of Jupiter Martin Water Associates, Inc. is in the
pc~lic interest;
NOW, THEREFORE, BE IT RESOLVED BY THE VII.LAGE COUNCIL OF
THE VILLAGE OF TEQUESTA AS FOLLOWS:
Section 1: The three party agreement among the Village of Tequesta, the Town of Jupiter
;' Island, and Jupiter Martin Water Associates, Inc., in the form of which agreement is
attached to this Resolution and incorporated (the JMWA Agreement), is hereby
approved.
Section 2: The Village Council, in compliance with F.S. Section 180..301, has held an .
advertised public hearing on June 10, 2004 and states:
The Village Council finds that acquisition of assets pursuant to the JMWA
Agreement is in the public interest.
A public briefing document with backup to this statement has been prepared, attached
and incorporated as part of this Resolution.
Section 3: The Bulk Water Service Agreement between the Village of Tequesta and the
Town of Jupiter Island, which is attached and incorporated in this Resolution is hereby
approved.
Section 4: The Mayor and Village Clerk are hereby authorized and directed to execute
and deliver all documents necessary to effectuate the terms of the JMWA Agreement and
the Bulk Water Service Agreement, in substantially the form set forth in this Resolution,
~! with such amendments as to form as approved by the Village Manager.
Section 5: This Resolution shall take effect immediately upon passage.
THE FOREGOING RESOLUTION WAS OFFERED by Council Member
~`'--~z `=~-r°-~~-~~-~~--; who moved its adoption. The motion was seconded by Council
Member ~.~( ~.;, , ; ;~;~:~ and upon being put to a vote, the vote was as follows:
FOR ADOPTION AGAINST ADOPTION
_ ,._ _.
The Mayor thereupon declared the Resolution duly passed and adopted this 10~' day of
June, 2004.
MAYOR OF TEQUESTA
Pat Watkins
ATTEST:
P
e ~
Mary Miles, Village'Clerk