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91-R-22RESOLUTION NO. 91-R-22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIAL TO EXECUTE AN AMENDED AND RESTATED INTERLOCAL AGREEMENT BETWEEN THE CITY OF EDGEWATER, FLORIDA, AND THE VOLUSIA CITY -COUNTY WATER SUPPLY COOPERATIVE; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Volusia City -County Water Supply Cooperative desires to amend and restate the Interlocal Agreement that currently exists. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1: The City Council of the City of Edgewater, Florida, authorizes the appropriate officials of the City of Edgewater, Florida to execute the amended and restated Interlocal Agreement between the City of Edgewater, Florida, and the Volusia City -Council Water Supply Cooperative. SECTION 2: A copy of said Interlocal Agreement is attached to this resolution and by reference incorporated herein as if fully set forth and marked Exhibit "A". SECTION 3: That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 4: That this resolution shall take effect immedi- ately upon its adoption by the City Council of the City of Edge- water, Florida, at a Re Rular meeting of said Council held on the 20 day of May ,199 1 , and approved as provided by law. This resolution was introduced and sponsored by Councilperson Martin and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a Regular meeting of said Council held on the 20 day of May , 199 1 , and authenticated as provided by law. ROLL CALL VOTE ON RESOLUTION NO. 91-R-22 AS FOLLOWS: Approved for form: NTERIM CITY ATT 7EY :ONE ONE% ON • • \ ExcusgB COUNCILPERSON - ZONE THREE COUNCILMAN - ZONE OUR 2 Res. 91-R-22 Esc ;6; i A AMENDED AND RESTATED INTERLOCAL AGREEMENT CREATING THE VOLUSIA CITY -COUNTY WATER SUPPLY COOPERATIVE THIS AGREEMENT, made and entered into this v70 day of 1 1991, among The City of Daytona Beach, a Florida municipal corporation, hereinafter referred to as Daytona Beach; City of Holly Hill, a Florida municipal corporation hereinafter referred to as Holly Hill; City of Ormond Beach, a Florida municipal corporation, hereinafter referred to as Ormond Beach; City of Port Orange, a Florida municipal corporation, hereinafter referred to as Port Orange; City of New Smyrna Beach, hereinafter referred to as New Smyrna Beach; the City of Edgewater, hereinafter referred to as Edgewater; and the County of Volusia, hereinafter referred to as County, all of whom are collectively hereinafter referred to as Members. WITNESSETH: WHEREAS, the Members, pursuant to the provisions of Section 163.01, Florida Statutes, wish to set forth certain agreements among themselves respecting the creation of a regional water supply cooperative; and WHEREAS, it is recognized by the Members that the water needs of their citizens can best be met by vesting water supply functions in such a cooperative whose prime function shall be to supply water; and WHEREAS, it is the intent of the Members to protect and preserve their future water supply through good groundwater management practices, comprehensive planning, and interlocal -1- cooperation; and WHEREAS, it is the intent of the Members that the cost of the water and services to be provided by the Cooperative shall be financed insofar as possible through revenues derived from the sale of water; and WHEREAS, it is the intent of the Members that nothing herein shall be construed to preclude the Members individually from continuing to operate existing water production and transmission facilities for the purpose of meeting their respective needs for dependable and adequate supplies of water; and WHEREAS, it is the finding of the Members that cooperative efforts are mandatory in order to meet the future water needs of the rapidly urbanizing Volusia County area in a manner which will provide adequate and dependable supplies of water where, when, and as needed. Such efforts should utilize all practical means of obtaining water, including but not limited to withdrawals of surface water and ground water, recycling of waste water and desalinization and will necessitate not only cooperation but also properly coordinated activities; and WHEREAS, it is the intent of the Members that the Cooperative shall design, construct, operate and maintain facilities in the locations and at the times necessary to insure that an adequate water supply will be available to all citizens within the Cooperative at the lowest reasonable cost. NOW THEREFORE, the Members agree as follows: 1. The Members do hereby provide for and create a -2- regional water supply cooperative pursuant to the provisions of Section 163.01, Florida Statutes (1987), to be known as the VOLUSIA CITY -COUNTY WATER SUPPLY COOPERATIVE, hereinafter referred to as COOPERATIVE, to be comprised of the area described and shown in Exhibit A, for the purpose of developing regional water supplies and supplying water at wholesale to the Members, said Members retaining the sole authority to supply water at retail. 2. The COOPERATIVE shall have the following powers and duties: a. To have perpetual succession; b. To incorporate and to adopt a corporate seal and alter it at pleasure; C. To enter into contracts in its own name (including without limitation, contracts with private entities which supply raw water within or without Volusia County), and to incur debts, liabilities and obligations which do not constitute the debts, liabilities and obligations of the Members, and in its own name to sue and be sued and be a party to administrative actions in the courts and administrative bodies of the State of Florida and of the United States. d. To take by grant, purchase, bequest, eminent domain as authorized, devise or lease, and to hold, enjoy, lease, sell or otherwise dispose of, any and all real and personal property necessary or convenient to the full exercise of its powers, except that the COOPERATIVE shall not exercise the power of eminent domain against any properties of the Members; also to acquire, construct, manage, maintain, operate, control and use any and all CKC works, facilities, improvements, buildings and means necessary or convenient to the full exercise of its powers, and to do and perform any and all things necessary or convenient to the full exercise of the powers herein granted. e. To maintain an office at such place or places within Volusia County as it may designate; f. To employ and to compensate such personnel, consultants, and technical and professional assistants as it shall deem necessary to exercise the powers and perform the duties set forth in this agreement; g. To accept and receive, utilize or expend in furtherance of its functions, funds, grants, and services from the federal government or its agencies, from departments, agencies and instrumentalities of state, municipal, county, or other local governments, or from private or civic sources; h. To invest any surplus money in the COOPERATIVE treasury, including such money in any sinking or other .fund established for the purpose of providing for the payment of the principal or interest of any bonded or other indebtedness or for any other purpose, not required for the immediate necessities of the district, in the following authorized investment instruments: (1) Local Government Surplus Funds Trust Fund (SBA: State Board of Administration); (2) U.S. Government Securities: Cash Management Bills, T-Bills, T-Notes, T-Bonds, Strips; (3) Non -Negotiable CD's as authorized by Florida ae Statutes; (4) Obligations issued or guaranteed by the following instrumentalities or agencies of the United States of America: Federal Home Loan Bank System; Export -Import Bank of the United States; Federal Financing Bank; Government National Mortgage Association; Farmers Home Administration; Federal Home Loan Mortgage Company; Federal Housing Administration; Private Export Funding Corp; and Federal National Mortgage Association; and such other obligations as may be approved by subsequent resolution of the COOPERATIVE; (5) Repurchase Agreements to the extent authorized by Florida law; (6) Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including (in the case of direct and general obligations of the United States of America), evidences of ownership of proportionate interests in future interest or principal payments of such obligations. (7) Any other prudent investments authorized by Florida law as shall be approved by subsequent resolution of the Board of Directors of the -5- COOPERATIVE. i. To adopt rules of procedure for the regulation of its affairs and the conduct of its business. j. To receive and use such technical assistance as shall be from time to time made available for its use by any other governmental agency. k. To exercise all powers in connection with the authorization, issuance and sale of bonds for the purpose of financing or refinancing capital projects, in accordance with §163.01, Florida Statutes (1989), as the same may be amended or supplemented. 1. To have and exercise such powers as are reasonably implied herefrom and necessary and proper to carry out the objectives and purposes of the COOPERATIVE. M. Without in any way limiting the foregoing, to exercise and perform all powers and duties as is or shall be delegated to it by any one or more of the Members. 3. Board of Directors (a) All powers, privileges and duties vested in or imposed upon the COOPERATIVE shall be exercised and performed by and through a board of directors; provided, however, that the exercise of any and all executive, administrative and ministerial powers may be by said board of directors delegated and redelegated to any of -the offices created hereby or by the board of directors acting hereunder. (b) The board of directors shall consist of one representative of each of the parties hereto. Such representatives shall serve without compensation from the COOPERATIVE, except that they may be reimbursed their reasonable expenses incurred in performing their duties hereunder. One representative and an alternate representative shall be designated and appointed by the governing body of each of the Members and shall serve at the pleasure of his or her respective governing body. As a member of the board of directors, each representative, or in the absence of the representative, the alternate representative, shall be entitled to one equal vote on all questions, orders and resolutions coming before the board except as below provided. The affirmative votes of members representing more than fifty (50) percent of the total number of votes of all the board of directors shall be necessary and, except as otherwise herein provided, shall be sufficient to carry any question, order or resolution coming before the board of directors except as below provided. Members of the first board of directors so constituted shall convene within thirty (30) days of the date of the full execution of this Agreement by all of the Members hereto, and immediately upon convening, such board of directors shall elect from its membership a chairman and a vice chairman, each of whom shall serve a term ending December 31, or until their representative successors shall be elected and qualified. Such offices shall be filled in an election annually thereafter. The position of chairman and vice-chairman shall be filled by individuals representing Members. All other offices shall be filled by the Member jurisdiction, rather than by the individual representative of the Member. -7- (c) The board of directors shall have the power: (1) To fix the time and place or places at which its regular meetings shall be held, and shall provide for the calling and holding of special meetings. (2) To make and pass rules, regulations, resolutions and orders not repugnant to the Constitution of the United States or of the State of Florida, or to the provisions of Chapter 163.01, Florida Statutes (1989), or this agreement, necessary for the government and management of the affairs of the COOPERATIVE, for the execution of the powers vested in the COOPERATIVE and for carrying into effect the provisions of this agreement and for providing terms and conditions under which additional parties may join the COOPERATIVE. (3) To fix the location of the principal place of business of the COOPERATIVE and the location of all offices and departments maintained hereunder. (4) To prescribe by resolution a system of business administration and to create any and all necessary offices which shall include the offices of Secretary and Treasurer and to establish and re-establish the powers and duties and compensation of all officers and employees and to require and fix the amount of all official bonds necessary for the protection of the funds and property of the COOPERATIVE. (5) To delegate and re -delegate by resolution to officers of the COOPERATIVE power to employ an executive director and other administrative, managerial, clerical, legal and engineering assistants and labor under such conditions and SE restrictions as shall be fixed by the directors. (6) To prescribe a method of auditing and allowing or rejecting claims and demands; also to prescribe methods for the construction of works and for the letting of contracts or furnishings of labor, materials or supplies, required for the carrying out of any of the purposes of this act; provided that in cases where work, if not to be done by the COOPERATIVE itself, and the amount involved shall be twenty thousand dollars ($20,000.00), or more, the board of directors shall provide for the letting of contracts to the lowest and best responsible bidder, after publication of notices inviting bids, subject to the right of said board to reject any and all proposals; provided further, that contracts in writing or otherwise, may be let without advertising for or inviting bids, when any repairs, alterations or other work, or the purchase of materials, supplies, equipment or other property, shall be deemed by the board of directors to be of urgent necessity, and shall be authorized by a two-thirds vote thereof. (7) To fix the rate or rates at which water shall be sold. Such rates shall be uniform for like classes of service throughout the COOPERATIVE; however, two tier rates may be imposed based on operational and capital expenditures of the COOPERATIVE. 4. Budget a. The fiscal year of the COOPERATIVE shall extend from October 1 of each year through September 30 of the following year. Except as hereinafter provided, the board of directors shall during the month of July of each year complete the preparation of M a tentative budget for the COOPERATIVE covering its proposed operation and requirements for the ensuing fiscal year, including provision for prudent reserves but not for profits. b. During the month of July and following the preparation of a tentative budget, the board of directors shall publish a notice of its intention to adopt the budget. Additionally, the board of directors shall provide copies of the tentative budget to the Members and said tentative budget shall be accompanied by the estimated annual contribution of each of the Members, as provided in paragraph 5 below. The notice shall set forth the tentative budget in full, and shall be notice to all water customers of the Members that on a date and at a place appearing in the notice, opportunity will be afforded to such customers, their attorneys or agents, to appear before the board and show their objections to the budget. The notice shall be published once a week for two consecutive weeks, in any newspaper qualified to accept legal advertisements, the last insertion of which shall appear not less than one week prior to the date set by the board for the hearing on the budget. C. The hearing will be by and before the board of directors. The board of directors shall give consideration to objections filed against the budget and in its discretion may amend, modify or change the tentative budget. The board shall by August 15 adopt a budget for the COOPERATIVE which shall thereupon be transmitted for approval by at least enough of the Members' governing bodies as will contribute a majority of the revenues to be paid by the Member. Any Members wishing to disapprove such -10- budget shall do so within thirty (30) days with specificity as to its objections to the budget. The Board shall then make such amendments to the budget as are satisfactory to at least enough of the Members' governing bodies as will contribute a majority of the COOPERATIVE'S revenues. Failure of a Member's governing body to act on the budget within thirty (30) days of its approval by the Board shall be deemed approval by that Member. 5. Funding a. The operation and capital revenues, including payment of debt service, shall be provided by imposition of rates and charges upon the Members. b. Any indebtedness, except for the refunding of indebtedness which does not result in increased debt service payments by the Members, shall require approval of the governing bodies of at least enough of the Members to constitute a majority of the proposed debt service. C. All charges for operation of the COOPERATIVE shall be imposed in equal amounts upon the Members. 6. The Members agree that the COOPERATIVE shall be the sole supplier of the Members' future raw water needs upon adoption of a Resolution to that effect by the governing bodies of all Members, except for raw water provided from each Member's existing raw water production facilities (including production facilities existing at the time of purchase of any water system by any Member). Existing raw water production facilities are construed to be facilities in use, under construction, or in the planning, design and permitting phase. The COOPERATIVE shall deliver such -11- raw water at such points as are mutually agreed to by the COOPERATIVE and the receiving Member. All costs of transmission of the raw water from those points shall be borne by the Member and any relocation of the point of delivery shall be at the sole cost of the Member unless it is for the benefit of the COOPERATIVE. 7. The purpose of production of raw water by the COOPERATIVE is for the use and benefit of the retail customers of the Members (including wholesale customers of any Member existing at the time of the approval of this Agreement) and the COOPERATIVE may not sell raw water to any person or entity other than a Member. Any usage of water produced by the Members from their own resources or resources of the COOPERATIVE is primarily for the customers of Members' water systems. Any provision for usage of water by other than a retail customer of any Member-s system shall be secondary and contingent upon the Members first supplying the needs of the retail customers of all of the Members' systems. 8. Any Member may withdraw from membership by agreeing to continue to pay its obligation for the COOPERATIVE'S debt service and such other contractual obligations as it has undertaken as a Member. 9. Amendments to this agreement including but not limited to inclusion of additional members shall be by approval of every Member's governing body. 10. This Agreement shall be effective upon approval of the Members named herein. If, in the event less than all, but at least four (4) of the Members named herein approve this Agreement, DF.= then the Board of Directors shall consist of one (1) representative of each Member approving the Agreement. 11. The COOPERATIVE may accept as an Affiliate Member any municipality or private enterprise within the County of Volusia, Florida, that is a supplier of raw water. Affiliate Members shall have the following characteristics, powers, duties and obligations: a. A governmental entity or private enterprise that is eligible to become an Affiliate Member may only become an Affiliate Member upon the approval of the governing body of every full member of the COOPERATIVE. b. Affiliate Members shall not be required to provide any funding for the COOPERATIVE under Section 5 of the Agreement, and shall not have a vote on any decision of the COOPERATIVE. C. Affiliate Members may attend meetings of the COOPERATIVE, serve as non -voting members of committees and sub- committees of the COOPERATIVE, and otherwise assist the COOPERATIVE in pursuing those goals and objectives for which the COOPERATIVE was established, and which the governing bodies of the Affiliate Members endorse. CITY OF ORMOND BEACH By: Attest: Approved by: Date: City Attorney -13- CITY OF PORT ORANGE By: Attest: Approved by: Date: City Attorney CITY OF HOLLY HILL By: Attest: Approved by: Date: City Attorney CITY OF DAYTONA BEACH By: Attest: Approved by: Date: City Attorney -14- c CITY OF NEW SMYRNA BEACH By: Attest: Approved by: Date: City Attorw Approved by City Attorn CITY OF EDGEWATER By At Date: A901 COUNTY OF VOLUSIA By: Attest: Approved by: Date: County Attorney -15- CERTIFICATE I, , as Secretary of the VOLUSIA CITY - COUNTY WATER SUPPLY COOPERATIVE, do hereby certify that the attached is a true and correct copy of the Interlocal Agreement, dated , 1991, between the cities of Holly Hill, Ormond Beach, Port Orange, New Smyrna Beach, Edgewater and Daytona Beach, and the County of Volusia as the same appears in the official records of the Volusia City -County Water Supply Cooperative. IN WITNESS WHEREOF, the undersigned has set his hand and this day of 1991. ary -16-