Agreement Between COAB and JEA v ; CITY OF
OAD
3a — — ------ - - --- -- ATLANTIC BEACH,FOLORIDA 32233-5445
TELEPHONE(904)247-5800
� �; FAX(904)247-5805
SUNCOM 852-5800
February 18, 1998
Memorandum to:
The Honorable Mayor
and Members of the City Commission
City of Atlantic Beach
Subject: Agreement Between the City of
Atlantic Beach, Florida and Jacksonville Electric Authority
City Commission Members:
Attached is the above referenced agreement for your approval. This contract will provide
sewage treatment and disposal facilities to Mayport, and is consistent with the City
Code. It includes 25 percent for the Buccaneer Area.
I will provide you with more in-depth information as it becomes available.
If you have any questions please call me.
Respectfully submitted,
9Jame R. Jarboe
City Manager
JRJ:tl
Attachment
AGREEMENT BETWEEN
THE CITY OF ATLANTIC BEACH, FLORIDA
AND
JACKSONVILLE ELECTRIC AUTHORITY
THIS AGREEMENT, entered into in duplicate this day of
199 , by and between THE CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation
(hereinafter referred to as the "City") and JACKSONVILLE ELECTRIC AUTHORITY, a body
politic and corporate located in Jacksonville, Florida, (hereinafter referred to as "JEA"),
WITNESSETH:
WHEREAS, residents and businesses located in the Village of Mayport, Florida
("Mayport") need use of sewage treatment and disposal facilities; and
WHEREAS, the parties hereto desire to provide a method for said residents and businesses
at Mayport to have such use of sewage treatment and disposal facilities in the manner and under
terms and conditions specified herein; and
WHEREAS, the lack of sewer service is a limiting factor in the economic redevelopment
of Mayport; and
WHEREAS, the Atlantic Beach Buccaneer Wastewater Treatment Plant ("Treatment Plant")
capacity exceeds the current usage in an amount sufficient to provide treatment capacity for
Mayport; and
WHEREAS, this Agreement may establish the basis for future alliances beneficial to both
the City and JEA, in areas such as, but not limited to, Customer Service and Purchasing; and
WHEREAS, it is the intent of this Agreement to provide an efficient, environmentally
sound means of planning, designing, constructing and operating a sewer gravity collection system
and a sewage force main from a pumping facility constructed within the service area of JEA to
connect to a portion of the collection system of the City for eventual treatment in the Treatment
Plant; now, therefore
IN CONSIDERATION for the mutual covenants herein contained and for other good and
valuable consideration, the parties agree as follows:
1. Incorporation of Recitals. The above stated recitals are true and correct and, by
this reference, are incorporated herein and made a part hereof.
2. Construction of Sewage System/Cooperation.
(a) JEA, at its own cost and expense, shall design and construct a sewer gravity
collection system and a sewage force main along the right of way of State Road AlA, to transport
sewage from its pumping station in Mayport to the City's Treatment Plant. Said gravity sewer
collection system, sewage force main and pumping station constructed by JEA for the purpose of
transporting sewage from Mayport to the City's Treatment Plant shall be hereinafter collectively
referred to as the "JEA Facilities."
(b) The parties, jointly and severally, agree to take every reasonable step to
assist each other in obtaining permits, access, and other necessary items as may be needed, from
time to time, in the design, construction and operation of the JEA Facilities.
3. Acceptance of Sewage/Capacity.
(a) The City agrees to accept said sewage from the JEA Facilities once the
connection of those JEA Facilities to the City's sewage system is approved by the City's Public
Works Director or his designee.
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JEA reserves the right to discontinue use of City service at any time in the
future by giving the City 180 days advance written notice.
4. Industrial Pretreatment. JEA shall ensure that all users generating industrial
waste in Mayport, which waste will be transported to the City's Treatment Plant, by the JEA
Facilities,will have an approved industrial pretreatment program in place prior to connecting to those
JEA Facilities that transport sewage to the City's Treatment Plant. Said industrial pretreatment
program shall conform to the requirements specified in Exhibit A attached hereto and, by this
reference, made a part hereof
5. Payment of Impact Fee Charges. Before being allowed to deliver sewage from
the JEA Facilities to the City's Treatment Plant. JEA must pay all required impact fee charges
directly to the City. The City's City Manager will determine the classification for each business to
be charged an Impact Fee when they are not defined by Chapter 22 of the City's Code, as indicated
in Exhibit B attached hereto and by reference, made a part hereof. JEA shall not allow connection
of any user, in Mayport to said JEA Facilities delivering sewage to the City's Treatment Plant until
such impact fees are paid by JEA to the City.
6. Connection Point/Operation. The connection point at which the JEA Facilities will
be connected to the City's sewage utilities system is indicated in Exhibit C attached hereto and by
reference, made a part hereof. JEA shall provide all operation, maintenance metering, and meter
reading with respect to the JEA Facilities and system,located in Mayport or otherwise on JEA's side
of said connection point. The City shall provide all operation and maintenance on its facilities on the
City's side of said connection point, except for damage caused by the JEA facilities.
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7. Fees and Reimbursements.
(a) As used in this Section 7, the term "Water Usage" means usage of all water
provided to JEA sewer users in Mayport, regardless of the source of said water, which water will
be discharged into the JEA Facilities and ultimately delivered to the City's Treatment Plant.
(b) In return for the City's acceptance of sewage from the JEA Facilities, JEA
shall pay, to the City, a monthly usage fee not to exceed $3.90 per 1000 gallons of Water Usage
by JEA's sewer users in Mayport unless the rates are changed by the City's Governing Body as
required by law. JEA shall also pay, to the City, a monthly base fee for each of their customers,
regardless of the amount of Water Usage by JEA's sewer users in Mayport, as required by
Chapter 22 of the Atlantic Beach City Code as indicated in Exhibit D attached hereto and by
reference, made a part hereof. All such Water Usage, by JEA's sewer users in Mayport, shall be
metered by JEA and JEA shall submit certified statements of such Water Usage, to the City, on a
monthly basis.
(c) In return for JEA's performing metering, meter reading, customer service,
operation and maintenance of the JEA Facilities, the City agrees to reimburse JEA in the amount
at 20% of the cost per thousand gallons of water usage. The rate per 1000 gallons may change
based upon an annual review by JEA; provided, however, this rate will not, at any time, exceed
20% of the monthly water usage fee paid by JEA to the City.
(d) Each party agrees to pay all fees, rates and reimbursements within thirty
(30) days of receipt of a bill from the City. Failure of either party to pay a fee or to make a
reimbursement within said time frame shall result in a late charge of 1.5 % of overdue payments
or reimbursements for each thirty (30) day period, or part hereof, that the payment or
reimbursement is late.
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8. Fines. If any fines or other monetary penalties are imposed upon one party based
upon its ownership and operation of its collection system as a result of a violation of this
Agreement by the other party, such violating party shall indemnify and reimburse the nonviolating
party for the amount therefor and any costs, including reasonable attorney's fees, related thereto,
provided that the nonviolating party shall have notified such violating party immediately upon
learning of any investigation or proceeding which might result in such fines or penalties and allow
such violating party to join in the defense thereof at its cost and expense.
9. Indemnification. Subject to the provisions and limitations of Section 768.28,
Florida Statutes, each party hereto shall indemnify, hold harmless and defend the other party
hereto from and against any claim, action, loss, damage, injury, liability, cost and expense of
whatsoever kind or nature (including, but not by way of limitation, attorneys fees and court costs)
arising out of injury (whether mental or corporeal) to persons, including death or damage to
property, arising out of or incidental to any negligent act or omission of the indemnifying party
in the operation and maintenance of sewer collection and transmission systems and facilities, under
this Agreement.
10. Force Majeure. The performance by the parties of this Agreement is subject to
Force Majeure and is contingent upon strikes, accidents, acts of God, flood, regulations or
restrictions imposed by any government agency, breakdown of the collection system, or other
delays beyond the parties' control, provided, however that nothing in this Section shall be deemed
or construed to supersede or suspend payment obligations hereunder.
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11. Severability. Should any provision hereof for any reason be held illegal or invalid,
no other provision of this Agreement shall be affected; and this Agreement shall then be construed
and enforced as if such illegal or invalid provision had not been contained herein.
12. Headings. The headings in this Agreement are solely for convenience and shall
have no effect on the legal interpretation of any provision hereof.
13. Waiver. The failure of any party to insist upon strict performance of this
Agreement or of any of the terms or conditions hereof shall not be construed as a waiver of any
of its rights hereunder.
14. Notice. Each notice when required hereunder shall be deemed to have been given
when mailed by U.S. Postal Service certified mail, postage prepaid; addressed as follows:
(a) City of Atlantic Beach, 800 Seminole Road, Atlantic Beach, FL 32233
,
Attention: City Manager
(b) Jacksonville Electric Authority, 21 West Church Street, Jacksonville, FL
32202-3139
Attention: Executive Vice President, Delivery Business Unit
15. Attachments and Exhibits. All exhibits, attachments, appendices and schedules
which may, from time to time, be referred to in this Agreement or in any duly executed
amendment hereto are by such reference incorporated herein and shall be deemed a part of this
Agreement as fully as if set forth herein. The Exhibits attached hereto to the extent not completed
at the time of execution hereof, shall confirm substantially to the description thereof contained on
each Exhibit page and may be supplied by the parties.
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16. Rights and Obligations Not Transferable. Except as provided in this Agreement,
the rights and obligations of the parties hereunder are not assignable and may not be transferred
without the prior written consent of the other party hereto, which will not be unreasonably
withheld.
17, Effective Date of Agreement. This Agreement shall become effective upon
execution by both parties, by and through their respective authorized representatives, pursuant to
such procedural requirements as are applicable to each of the respective parties.
18. Term. The term of this Agreement shall be from its effective date and continuing
for a period not less than the useful life of the parties' facilities, subject to this Agreement, and
any additions, alterations or modifications thereto.
19. Governing Law. This Agreement shall be governed in all respects by the laws of
the State of Florida.
20. Negotiated Agreement. The parties agree that they have had meaningful
discussion and/or negotiation of the provisions, terms and conditions contained in this Agreement.
Therefore doubtful or ambiguous provisions, if any, contained in this Agreement shall not be
construed against the party who physically prepared this Agreement. The rule commonly referred
to as "Fortius Contra Proferentum"shall not be applied to this Agreement or any interpretation
thereof.
21. Entire Agreement. This Agreement constitutes the entire agreement by and
between the parties hereto. No statement, representation, writing, understanding, or agreement
made by either party, or any representative of either party, which are not expressed herein shall
be binding. All modifications of, changes, alterations, revisions, or amendments to this
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Agreement, or to any of the terms, provisions and conditions hereof, shall be binding only when
in writing and signed by the authorized representative of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under their respective seals by their officers hereunto duly authorized as of the date first above
written.
CITY OF ATLANTIC BEACH
Attest: By:
City Clerk Mayor
By:
City Attorney City Manager
JACKSONVILLE ELECTRIC AUTHORITY
By:
Maxine M. Wiggins Walter P. Bussells
Administrative Assistant Managing Director and
Chief Executive Officer
I hereby certify that the expenditure contemplated by the foregoing contract has been duly
authorized, and provision has been made for the payment of the monies provided therein to be
paid.
JOHN J. WOLFEL
Controller
Jacksonville Electric Authority
Form Approved:
Assistant General Counsel
2/6/98 nwmca,jr/jh G:\SHARED\NEILLM\CONTRACT\ATLBEACH.AG5
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ALRN JENSEN ATTY 075 P01 FEB 05' 98 12: 26
ALAN C. JENSEN
Attorney at Law
935 North Third Street
Post Office Box 50457
Jacksonville Beach,Florida 32240-0457
Telephone (904)246-2500 Facsimile (904)246-9960
February 5, 1998
VIA FAX
247-5805
MEMO TO: James R. Jarboe, City Manager
FROM: Alan C. Jensen, City Attorney a -
RE: Draft Agreement between Atlantic Beach and JEA
I have reviewed the draft Agreement you provided to me a couple of weeks ago, and in
particular paragraph 8, Fines, and paragraph 9, Indemnification.
Paragraph 8 requires the City to pay a fine if it breaches the Agreement, and likewise requires
JEA to pay a fine if it breaches the Agreement. I do not see any problem with this paragraph.
Paragraph 9 requires that each party indemnify the other from any claims arising from any
negligent act or omission by a party which results in a claim being filed against either the City
or JEA. For example, if the City was negligent in some fashion in its operation of the system
resulting in injury to an individual, who then sued both JEA and the City, we would have to
indemnify JEA from the claim. Obviously, the provisions and limitations of §768.28, Florida
Statutes, which is the sovereign immunity statute, would apply.
If you have any further questions regarding the Agreement, please do not hesitate to contact me,
:sky
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(b) JEA reserves the right to discontinue use of City service at any time in the
future by giving the City 180 days advance written notice.
4. Industrial Pretreatment. JEA shall ensure that all users generating industrial
waste in Mayport, which waste will be transported to the City's Treatment Plant, by the JEA
Facilities, will have an approved industrial pretreatment program in place prior to connecting to
those JEA Facilities that transport sewage to the City's Treatment Plant. Said industrial
pretreatment program shall conform to the requirements specified in Exhibit attached hereto
and, by this reference, made a part hereof.
5. Payment of Impact Fee Charges. Before being allowed to deliver sewage from
the JEA Facilities to the City's Treatment Plant, JEA must pay all required impact fee charges
directly to the City. JEA shall not allow connection of any user in Mayport to said JEA Facilities
delivering sewage to the City's Treatment Plant until such impact fees are paid by JEA to the City.
6. Connection Point/Operation. The connection point at which the JEA Facilities
will be connected to the City's sewage utilities system is shown on Exhibit , which is attached
hereto, and by this reference, made a part hereof. JEA shall provide all operation, maintenance
metering, and meter reading with respect to the JEA Facilities and system, located in Mayport or
otherwise on JEA's side of said connection point. The City shall provide all operation and
maintenance on its facilities on the City's side of said connection point, except for damage caused
by the JEA facilities.
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7Fees and Reimbursements.
(a) As used in this Section 7, the term "Water Usage" means usage of all water
provided to JEA sewer users in Mayport, regardless of the source of said water, which water will
be discharged into the JEA Facilities and ultimately delivered to the City's Treatment Plant.
(b) In return for the City's acceptance of sewage from the JEA Facilities, JEA
shall pay, to the City, a monthly usage fee not to exceed $3.90 per 1000 gallons of Water Usage
by JEA's sewer users in Mayport. The rate per 1000 gallons will be changed if the City
Commission of the City implements a rate change for its water and sewer utility. JEA shall also
pay, to the City, a monthly base fee, regardless of the amount of Water Usage by JEA's sewer
users in Mayport, as required by Chapter 22 of the Atlantic Beach City Code. All such Water
Usage, by JEA's sewer users in Mayport, shall be metered by JEA and JEA shall submit certified
statements of such Water Usage, to the City, on a monthly basis.
(c) In return for JEA's performing metering, meter reading, customer service,
operation and maintenance of the JEA Facilities, the City agrees to reimburse JEA in the amount
of$.78 per 1000 gallons of Water Usage. The rate per 1000 gallons may change based upon an
annual review by JEA; provided, however, this rate will not, at any time, exceed 20% of the
monthly water usage fee paid by JEA to the City.
(d) Each party agrees to pay all fees, rates and reimbursements within thirty
(30) days of receipt of a bill from the City. Failure of either party to pay a fee or to make a
reimbursement within said time frame shall result in a late charge of 1.5% of overdue payments
or reimbursements for each thirty (30) day period, or part hereof, that the payment or
reimbursement is late.
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