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AGREEMENT TO CONSTRUCT A NEW WATER SUPPLY SYSTEM , .. ~. -- ., I I COpy THIS AGREEMENT, made and entered into this 29th day of March, 1954, by and between PINELLAS COUNTY, FLORIDA, acting by and through its Board of County Commissioners (hereinafter sometimes referred to as the "County"), and CITY OF CLEARWATER, a municipal corporation in said Pinellas County, acting by and through its City Commission (hereinafter sometimes referred to as the "City"), WITNESSETH: WHEREAS, the County has proposed to construct a new water supply system and has acquired a supply of water adequate to supply its present and future needs and to take care of certain municipalities in the County of Pinellas, including the City of Clearwater, through proper action of their respective governing bodies indicate a desire to be furnished a steady and sure supply of water in sufficient quantities to serve their respective needs. WHEREAS, the cost of said water supply system, including expenses incidental thereto, are to be defrayed through the issuance and sale by said County of its revenue certificates which are to be payable from and secured solely and only by the revenues from said water supply system remaining after payment or allowance for payment of the reasonable and necessary expenses of operating, maintaining and repairing the system; and, WHEREAS, the City of Clearwater presently owns and operates the water distribution system in and immediately adjacent to said City supplying water for industrial, commercial, domestic and municipal purposes, but desires to adequately supplement its system to assure its citizens of a continuous, sufficient supply of good potable water in the future, this being essential to the general public welfare and benefit, it is necessary for the continued successful operation of said existing municipal water distribution system that said City procure an additional supply of water which the County upon the construction of its water supply system will be able, and is agreeable, to supply subject to and in accordance with the terms of this agreement. 6iJ~;J~'9-:J.. " " ~',,- .. J I NOW, THEREFORE, the parties hereto do hereby covenant and agree as follows: 1. The County hereby agrees subject to the terms of this agree- ment and particularly to the provisions in the first sentence of Section 5 hereof, to construct an adequate water supply system to take water from the Eldridge-Wilde tract and adjacent tracts in the "Tampa High", and upon completion of the construction of said Coun ty water supply system and subject to the terms and conditions hereinafter set forth, the County will deliver under a pressure of approximately 65 pounds per square inch, or at a pressure sufficient to supply the demands of the City, at the following take-off points: (a) Gulf to Bay and Belcher Road (b) Coachman Road (State Road 590) and Belcher Road (c) Druid and Belcher Road or at such other point or points as may be mutually agreed to by the parties hereto, all the water requested by said City for use in said water distribution system as now exists or as may hereafter be extended for a period of thirty (30) years from the date of commencement of supplying such water. The County will so operate its water supply system as to maintain water pressure at the point of delivery sufficient to supply the City's current requirements except as limited in Section 7 herein. The County does agree that the supply of water to be delivered hereunder will be at all times continuous except that temporary cessation of delivery of water at any time caused by the Act of God, fires, strikes, casualties, accidents, necessary maintenance works, breakdowns of or injuries to machinery, pumps or pipe lines, civil or military authority, insurrection, riot or any cause beyond the control of the County, shall not constitute a breach of this agreement on the part of the County, and the County shall not be liable to the City or its inhabitants for any damage resulting from such unavoidable cessation of delivery. -2- I I 2. All water delivered under this agreement shall be good and potable water and shall be of like potability and purity as that furnished to the County distribution system from the water supply system to be constructed as aforesaid at its connection with the present County water system, and shall meet the bacterial and chemical quality standards of the Florida State Board of Health and the United States Public Health Service, and to be of a minimum quality of a hardness of less than 180 parts per million and with maximum chloride not to exceed 100 parts per million, It shall be measured by a meter or meters of standard make and sufficient size to be furnished, installed and maintained by and at the cost of the County and located at the point or points of delivery of water to the City. In case the City shall at any time question whether any meter or meters are registering correctly the City shall have the right upon making written request of the County to have such meter or meters tested in the presence of a respresentative of the City and, if, as a result of such test, said meter or meters shall be found incorrect or inaccurate, said meter or meters shall be restored to an accurate condition or a new meter or new meters shall be installed at the cost of the County. If such meter or meters be found to be substantially accurate, the cost of such test shall be borne by the City, but otherwise shall be paid by the County, and should any such test or tests show any such meter or meters to be substantially inaccurate, computations for water previously delivered since the last preceding monthly meter reading shall be adjusted accordingly. The ,County reserves the right to test such meters at any time. The term "substantially accurate" hereinabove mentioned shall be construed to mean within 2-1/2% plus or minus from perfect registration. 3. The quantity of water delivered to the City shall be determined from meter readings made by or on behalf of the County approximately once in each month, whereupon the County agrees to render a bill to the City for the amount then due as thus ascertained. Until water has been so delivered for a full calendar year, such monthly billings for water -3- '. I I shall be made at the rate of five cents (5~) per one thousand gallons, but if at the end of such full calendar year of such operation and at the end of each calendar year thereafter the quantity of water so delivered and billed during such year is less than an average of four million gallons per day then the County will bill the City, and the City agrees to pay the County for an amount of water equivalent to such four million gallons per day at the said rate of five cents (5~) per one thousand gallons whether used by the said City or not; provided, however, that the County shall not sell water to any other water distributor, water distribution system, or municipality at a rate less than the rate then currently charged the City of Clearwater. The County agrees to furnish and the City agrees to purchase annually an average minimum of four million gallons (4,000,000) per day or a total minimum of fourteen hundred sixty (1,460) million gallons per year. Settlement of the amount if any, to be paid by the City by reason of the minimum quantity of water, all as hereinbefore in this numbered section provided, shall be made within forty-five (45) days after the close of each calendar year, and the City agrees to make payments of the amounts due for monthly billings for water as hereinbefore in this section provided, within twenty (20) days from the date the County renders the respective monthly billings, Upon execution of this agreement by the parties hereto, it is contemplated that the County will within a reasonable period of time seek and obtain the necessary finances wherewith to carry out the water supply system project herein contemplated by means of a revenue certificate issue in an amount the County deems necessary for the construction, completion and operation of said project as contemplated hereunder, and in the event before such revenue certificate issue shall have been fully retired, increased consumption demands reasonably justify or require expansion of the water supply system thus necessitating additional finances for the purpose, the right is hereby reserved by the County from -4- " " t I time to time to issue, sell and deliver additional water revenue certi- ficates which shall rank on a parity with the certificates hereby authorized or, permitted to be issued as may be then outstanding in order to provide such additional finances. 4. The monthly billings for water delivered during each year of operation under this agreement shall be at the rate of five cents (Sf) per thousand gallons, and so long as the County has outstanding any revenue certificates issued in connection with said water supply system the County will not be required to supply water to the City under this agreement at a rate less than five cents (Sf) per one thousand gallons computed on the basis of an average of four million gallons per day for the full calendar year until the expiration of the full thirty (30) year term of this agreement as a maximum period and the time required to retire said certificates as a minimum period, whereupon a new contract shall be re-negotiated between the City and the County as provided in Section lS hereof. S, The obligations of the County under this agreement are subject to its ability to construct the water supply system, and its ability to issue, sell and deliver the revenue certificates to pay the cost thereof. The City hereby declares its intention to make payment of all sums due the County under this agreement from the revenues derived from the operation of its municipal water distribution system as an operating charge against said system, and said City hereby covenants and agrees to continuously fix, charge, collect and account for suificient revenues from the operation ;of said municipal water distribution system to make all such payments under this agreement from revenues available from that source, but if the City for any reason fails or refuses to fully perform this covenant and agreement with respect to fixing, charging, collecting and accounting for sufficient revenues, it shall not be thereby relieved of its obligations to make the payments under this agreement for water and water service, but as and when such payments become due they shall .S- " I I be collectible through such other means, method or manner as may be available under the law applicable to such cases. 6. If any such monthly bill is not paid within twenty (20) days after the billing thereof as hereinbefore provided, a sur-charge of one per cent (1%) of the amount thereof shall be added to such bill and shall be paid by the City, Should the City fail to pay any bill as aforesaid within twenty (20) days, as aforesaid, the County shall also have the right to discontinue for that cause, the supply of water hereunder, after giving to said City ten (10) days I notice in writing of its intention for such cause, to so discontinue the supply, The right of the County to discontinue delivery as herein provided shall be cumulative and in addition to any and every other remedy given under this agreement, or otherwise existing. 7. The City agrees to make full use of its storage facilities for the purpose of avoiding abnormal demands on the water supply system to the detriment of common users, and the County reserves the rightto control against such abnormal draw-down or demands upon the water supply system capacity to the extent necessary for the reasonable pro- tection of other users of the water supply system in their pressure and volume requirements, to the end that all common users of the water supply system may enjoy reasonably equal consideration of their respective rights thereto, and in no event will the County be required to furnish in excess of 10,000,000 gallons during any single day, so long as the average daily minimum figure remains at 4,000,000 gallons. 8. Subject to the conditions hereinabove set forth, the terms of this agreement shall be for a period of thirty (30) years, commencing on the date of the first delivery of water hereunder, and subsequent thereto the said City for the purpose of continuing to receive a supply of water from said water supply system, shall be entitled to re-negotiate -6- 1 I I a new contract with said County upon terms, provisions and conditions then to be mutually agreed upon between the parties; provided, however, that said terms, provisions and conditions shall be consistent with sound, economic and practical operation of the water supply system, and with due consideration for the reasonable and equitable rights of the other users of said water supply system for continued "use of said system under similar re-negotiated contracts, and provided further that such contracts shall be re-negotiated between the City and County as provided inSection 15 hereof. 9, It is strictly understood and agreed that the rate of five cents (5~) per one thousand gallons as herein set forth may be revised by the parties hereto at the end of any year's billing as hereinabove set forth, provided such revision is based upon an increase or decrease of the anticipated electric power rate to the County for use in its water system of 1. 3 cents per KWH, 10. It is further understood and agreed that if and when the City's requirements for water consmnption shall reach two thousand eight million gallor;s per year, or an average of 5.5 million gallons per day, a rate adjust~entdownward mutually agreeable to the parties, if financially feasible', will be made pursuant to the provisions in Section 15 hereof. 11. The term "date of the first delivery of water hereunder" as it appears hereinabove in Section 8 hereof, shall be construed to mean the date upon which the water supply system project herein contemplated shall have been completed to the state where said water supply system as a source of supply shall be available to the City of Clearwater, Florida, and the County's present water supply system, any prior delivery of water to the City from said water supply system shall be in accordance with separate contract between the County and the City. 12. The County reserves the right at any time to contract with and supply water from said water supply system to other users whether -7- ~ -- '. , I I individuals or incorporated cities or towns, provided that any required increase in said water supply system's facilities so to do shall not result in any increase in the rates or other financial obligations which the City is required to meet and pay according to the terms and provisions of this agreement. 13. This agreement may be amended by mutual agreement of the parties from time to time to meet future conditions not presently anticipated, provided that said County shall not be called upon to amend this agreement while any revenue certificates are outstanding and unpaid in a manner that will injure or inlpair the security of such revenue certificates, and it is particularly recognized that this agreement shall inure to and be binding upon the successors and assigns of the respective parties hereto. 14. This contract shall be binding upon the parties hereto unless the County fails to provide necessary finances for the purpose of carrying out the terms of this agreement within one (l) year from the date hereof and unless the County fails to deliver water to the City from this project within two (2) years from obtaining finances through sale of the contemplated water revenue certificates and upon such failure the parties hereto shall be relieved from the terms of this agreement; provided, however, that the periods provided for herein may be extended by the mutual agreement of the parties hereto. 15. Upon re-negotiation of this contract as provided for in Sections 4 and 8, and a rate adjustment provided for in Section 10, the parties hereto, based upon the factors existing at the time of said re- negotiation and/ or rate adjustment, will take into consideration factors customarily considered in the calculations of rate structures; provided , that any rate mutually agreed upon in said re-negotiated contract and/or rate adjustment shall be calculated only on those factors directly related to supplying water to the City of Clearwater, and on the basic premise that the County water supply system shall be operated in the future, as it is presently, at cost. -8- ~, ,.,.. l"~ ~ PI, t '~' .',. I ( ADDENDUM It is hereby mutually agreed by and between the parties hereto that the date of the first delivery of water hereunder for the purposes of Section 8 hereof, is the day of 195 IN WITNESS WHEREOF, said Pinellas County, Florida, acting by and through its Board of County Commissioners, has caused this addendum to be executed in its name and on its behalf by the Chairman of said Board, its official seal to be hereunto affixed, attested by the Clerk of said Board, and said City, acting by and through its City Commission, has caused this addendum to be executed in its name and on its behalf by its City Manager and City Auditor and Clerk, countersigned by its Mayor-Commissioner, and its corporate seal to be hereunto attached, this the day of , A.D. 195 PINELLAS COUNTY, FLORIDA BY Chairman, Board of County Commis sioners Attest: BY Clerk, Board of County Commissioners CITY OF CLEARWATER, FLORIDA BY City Manager Countersigned: Attest: BY City Auditor and Clerk BY /s/ Herbert M. Brown Mayor-Commissioner Approved as to form and correctness, this day of- 195 BY City Attorney -10-