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1994-11-01 Joint Workshop452 CITY OF OKEECHOBEE/OKEECHOBEE COUNTY CITY COUNCIL & BOARD OF COUNTY COMMISSION JOINT WORKSHOP A. Call Workshop to order on November 1, 1994 at 7:00 p.m. B. City Council Attendance: Mayor James E. Kirk Councilmember Danny P. Entry Councilmember Michael G. O'Connor Councilmember Jerry E. Walker Councilmember Dowling R. Watford, Jr. Staff Attendance: City Attorney John R. Cook City Administrator John J. Drago City Clerk Bonnie S. Thomas Deputy Clerk S. Lane Gamiotea County Commissioners Attendance: Chairman Charles W. Harvey Commissioner Cliff Betts, Jr. Commissioner Tommy Close Commissioner Susan Hughes Commissioner Stephen Porter Staff Attendance: Attorney John R. Cassels, Jr. Administrator Christopher Chinault Deputy Clerk Debra Lewis Mayor Kirk called the special workshop to order on November 1, 1994 at 7:14 P.M. Present Present Present Present Present Present Present Present Present Present Present Absent Present Present Present Present Present Attorney Mike Minton of Dean, Mead and Minton and Engineer Mike Rocca of Hartman and Associates where also seated with the Council and Commission. Utility Working Group members were also present to assist in the discussions. PAGE 1 OF 3 q63 NOVEMBER 1, 1994 - JOINT WORKSHOP- PAGE 2 OF 3 C. Discuss make up of Utility Authority Boardmembers. Attorney Minton began by explaining the topic for discussion is to try to come to an agreement on how the Utility Authority Board will be made up. He then explained the five proposals listed in Exhibit One: No. 1 Proposal from the Working Group - two members appointed by the City Council, each with an alternate; two members appointed by County Commission, each one with an alternate (one must be from OBWA Service area; one from Glades County); those four appoint a fifth member at large and an alternate. No. 2 Proposal from the City - two members appointed by the City Council, two members appoint by the County Commission (one must be from OBWA service area), those four appoint a fifth member at large. No. 3 Proposal from the County - two members appointed by the City Council with one alternate; two members appointed by the County Commission with one alternate (not more than one from OBWA Service area), those four appoint fifth member at large that must be from Glades County. No. 4 Proposal from the County - two members appointed by the City Council; two member appointed by the County Commission (not more than one from OBWA Service area); those four appoint fifth member that must come from Glades County. No. 4a Proposal from Councilmember O'Connor - same as number four but the at large member could be from any area in OBWA Service area not just in Glades County. No. 5 Proposal from the Working Group - two members appointed by the City with one aftemate; two members appointed by the County Commission with one alternate (one from member from Glades and the alternate from OBWA in Okeechobee County); at large member appointed by the four. Following lengthy discussion between the Council, Commission, Attorney Minton, Engineer Rocca and Working Group member Jack Coker both Council and Commission agreed on the following make up of the Utility Authority Board: A five member board with three alternates - two members appointed by City Council with an alternate; two members appointed by County Commission with an alternate (one of those members or the alternate will be from OBWA service area); at large member appointed by the four and an alternate will be from Glades County. All voting will require a 4/5 vote. ADJOURNMENT Mayor Kirk: NOTICE IS HEREBY GIVEN THAT IF ANY PERSON SHOULD DECIDE TO APPEAL ANY DECISION MADE AT THIS MEETING OF THE CITY COUNCIL, SUCH PERSON WILL NEED TO INSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE WHICH INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS BASED / Jambs E. Kirk, Mayor ATTEST: 'mw� "R4" Bonnie S. Thomas, CMC City Clerk NOVEMBER 1, 1994 - JOINT WORKSHOP - PAGE 3 OF 3 Before adjourning the workshop, Mayor Kirk announced the Grand Opening of the City's Ground Water Treatment Plant is November 5th from 9 am to 12 noon and everyone is invited to attend. There being no further discussion, Mayor Kirk adjourned the workshop at 8:01 p.m. e�y - Cou�r�y J� "t mac-) bwq�t9u) CA CD' t a *Z 4S PC - ro oS Jk4xm� Ca � "S ZQ, a 1 a ©C��• L c� NJ � I (On P9-+� t • Cow bLI .^^P Cvt - CA-,K - 2 Sow v4, Pap -ens 2 , / 2 uu an Iae.a, 041 i ilk a f f `A CO r -m o ILI. /�no�ix ti9 hCvxc � OmwA tip 0�1�, �.�,��� NcJAoat,& )Lo - V. � cae"n v Q-V-L � Lww-<�� � 0-� �* TY, Ca Loj�VCJ-Q,�, ktp I A-M� \ 'Vl�l ec,4--w Cc� 2 L-I u ctl c'1 Clf J" nt¢s n&t. 1-4 I s vof-.e s--) QIL a -a e4� ""'(�VIWLAA C�wefl �au V\6 o�m4utou V- 0-4 ,Qa4 °ot; f �L uv ► u a,/ t• K 110 : 38 ULIIlY�I11J 1l11Y1U1Y r ttn l YU. 4 U 14 U t t N. 03/05 1. Warking QX292 Proposal 5 member Board ( x } 5 alternates (y) City Gunnty I I I I x x I I I my y y y Must be from OMM service one from Glai 2_ City Proposal 5 member Board (x No alternates city county I I I i x x x x M `et be f rOM OHwA service A At large by Hoard I x I Y on; County At large by Board I x �y x 5p hew i � tIl 3. CountyCProposal j , member Board I x city County I At large by Board X ][ I (must Come \ / front Glades) Y y x 1 from OHWA Service Area 4- County Prososal withan+ 3L74_e___J___ 5 member Board (x) ---T-- City County I I � x x Not more than I from OBWA Service Area 5 •k� na (;roux with 2 Alto rna+.•d 5 member Board (x) 2 alternates (y) City County X � I x Aft. t- One from Glades; One from OBWA Service Area in Okeechobee County At large by Board (must come from Glades) At large by aoard I x • INTERLOCAL AGREEMENT CREATING THE OKEECHOBEE UTILITY AUTHORITY BETWEEN OKEECHOBEE COUNTY AND THE CITY OF OKEECHOBEE, FLORIDA THIS INTERLOCAL AGREEMENT, made and entered into this day of , 1994, by and between the Board of County Commissioners of Okeechobee County, Florida, a political sub- division of the State of Florida, hereinafte referred to as "County," and the City Council of the City of Okeechobee, Florida, a municipal corporation existing under the laws of the State of Florida, hereinafter referred to as "City." W I T N E S S E T H: WHEREAS, the County and the City desire to enter into an Interlocal Agreement, pursuant to the provisions of Chapter 163, Florida Statutes, creating the Okeechobee utility Authority; and WHEREAS. the South Florida Water Manage ent District has recommended that a regional approach to water supply, together with wastewater treatment and disposal, is in the best interests of the citizens, residents and utility consumers of the hereinafter specified service area; and WHEREAS, the Okeechobee Beach Water ("OBWA"), a Florida not -for -profit corporation, water to citizens, residents and consumers along 11/3194, 4:16 pm sociation, Inc. currently supplies the northern shore V. of Lake Okeechobee (a) in Okeechobee County, Florida, pursuant to the terms of that certain Okeechobee County Franchise Ordinance No. 93-5 dated April 29, 1993 (the "Okeechobee Beach Franchise Agreement") and (b) in Glades County, pursuant to that certain Glades County Franchise Ordinance No. 93-4 dated May 24, 1993 (the "Glades Franchise Agreement"); and WHEREAS, the Okeechobee Utility Authority Working Group has recommended to the County, City, and OBWA, that a atility authority be formed for Okeechobee County and the areas served by OBWA to supervise the planning, construction, and operation of water and wastewater systems, pursuant to the terms and conditions set forth in this Interlocal Agreement; and WHEREAS, the County and the City believe that it would be the most efficient use of their respective powers to cooperate with each other on a basis of mutual advantage to acquire, under the newly created Okeechobee Utility Authority, all of the assets, and to own and operate the water and wastewater systems currently owned and operated by the City and OBWA, in a manner that will best reflect the needs and economic interests of the citizens, residents and utility consumers within Okeechobee County and the area served by OBWA; and WHEREAS, the Okeechobee Utility Authority shall be required to meet and satisfy all comprehensive planning requirements set forth in Chapter 163, Florida Statutes, which mandates the coordination 2 11/3/94, 4:16 pm of plans for future growth with available sources of funding and the availability of infrastructure; and WHEREAS, the creation of the Okeechobee Utility Authority shall provide a more efficient manner by which the County and City may satisfy their statutory mandate concerning utilities elements of their respective comprehensive plans; and WHEREAS, the creation of the Okeechobee Utility Authority shall provide for a unified system of water and wastewater service for Okeechobee County and the areas currently served by OBWA, and provide for the potential of interconnects with other publicly held systems, so as to ensure the continued provision of a safe and healthy environment for the consumers of the utility system, and to protect the limited water supply capability cf the Okeechobee County environment in such a manner as will give priority to encouraging conservation and reduction of adverse environmental effects of excessive or improper withdrawali3 of water from concentrated areas, as well as the proliferation of septic tanks, package plants, and improper wastewater disposal; and WHEREAS, the City has determined that the transfer of the City,s utility system to the Okeechobee Utility kuthority would be in the public interest; and WHEREAS, it is recognized by the County and the City that provision for water supply needs and protection of water resources can best be accomplished through the creation of a regional utility authority, the purpose of which shall be to ens re adequate future 3 11/3/94, 4:16 pm LJ V water supply and wastewater services, in the moE t efficient and least expensive manner, for the citizens, reside ts, and utility consumers of Okeechobee County and the areas cur ently served by OBWA; and WHEREAS, the County and the City wish to s t forth certain agreements between themselves with respect to the creation of a regional utility authority, pursuant to the provisions of Section 373.1962, Florida Statutes, and Section 163.01, Florida Statutes, which provides a mechanism to accomplish the above described goals, and permits the joint exercise of all powers, privileges, and authority which the County and City share in Comm n, and which each may exercise separately. NOW, THEREFORE, for and in consideration of the premises and the mutual agreements hereinafter set forth, th City hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS 1.1. The following terms shall have the f when used herein: County and the lowing meanings Administrative Costs: "Administrative Cost--" shall mean costs incurred to properly manage the functions of the Authority including, but not limited to, keeping of records, recording, and distribution of minutes, meeting announcements, and coordination of respective member staff input. 4 11/3/94, 4:16 pm • Agreement: "Agreement" shall mean this Intez local Agreement, together with all the exhibits attached hereto, as amended from time to time. Authority: "Authority" shall mean the Okeechobee Utility Authority, a separate legal entity created hereunder. Authority Board: "Authority Board" shall mean the governing body of the Authority, acting for and on behalf of the Authority. Capital and Operational Expenses: "Capital and Operational Expenses" shall mean all expenses related to personnel and staffing, construction or acquisition and operation of water supply, collection, distribution or treatment a d treated sewage effluent and sludge and associated planning and engineering studies. City: "City" shall mean the City of Okeechobee, a municipal corporation existing under the laws of the State of Florida. City Utilities: "City Utilities" shall mean the utilities systems now operated by the City within its specified service areas. Closing: "Closing" shall mean the co summation of the transaction contemplated by this Agreement to be effectuated under the Master Transfer Agreement, as more particularly set forth in Article X. County: "County" shall mean Okeechobee ounty, Florida, a political subdivision of the State of Florida. 5 11/3/94, 4:16 pm • 1 Developer: "Developer" shall mean any property owner, builder or other prospective consumer of water and/or was ewater services with respect to identified parcels of real property which have a designated or anticipated need for water and/or sewer connections from the utilities Systems. Developer Agreements: "Developer Agreements" shall mean those agreements which provide for payments to be made to the City or OBWA in exchange for water and/or sewer services, whether now being provided or to be provided in the future to a Developer. District: "District" shall mean the area uithin all of the designated service areas of the Authority, as t ose areas may be expanded or contracted in accordance with the provisions of this Agreement and the laws of the State of Florida. Master Transfer Agreement: "Master Transfer. Agreement" shall mean that agreement between the parties concerning further implementation of the Authority, as more particularly set forth in Article X. OBWA: "OBWA" shall mean the Okeechobee Beach Water Associa- tion, Inc., a Florida not -for -profit corporation organized for the purpose of, and currently engaged in, constructing, maintaining and operating a water system for the supplying of water for domestic, commercial, agricultural, industrial and other purposes to its members, within a specified service area. OBWA Utility: "OBWA Utility" shall mean the utility system now being operated by OBWA within its specified service area. 6 11/3/94, 4:16 pm Quorum: "Quorum" shall mean four -fifths of the full member- ship of the Authority Board established by this Interlocal Agreement. Service Areas: "Service Areas" shall mean those areas served, or which may be served, by the Utilities Systems defined herein - below, as delineated on Exhibit "A", attached hereto and incorpo- rated herein by this reference. Uniform Extension Policy: "Uniform Extension Policy" shall mean the policies adopted by the Authority Board concerning the provision of utility services to the customers of the Authority, and any reference herein shall mean from and after its date of adoption by the Authority Board. Utilities Systems: "Utilities Systems" shall mean the combination of Wastewater System and Water System, which shall be owned, operated and maintained by the Authority. Wastewater System: "Wastewater System" shall mean and shall include any plant, system, facility or property, and additions, extensions and improvements thereto, constructed r under construc- tion, or at any future time constructed, whi h are useful or necessary or having a present capacity for future use in connection with the collection, treatment, purification and disposal of sewage of any nature or originating from any source, and shall include, but not be limited to, transmission and distribution facilities, treatment plants, wastewater and sanitary sewer collection, transmission, pumping, reuse and disposal facilities of every kind 7 11/3/94, 4:16 pm and description whatsoever, including without limitation, all trade fixtures, leasehold improvements, storage tanks, lift stations, force mains pumps, pump stations, generators, controls, collection and transmission pipes or facilities, valves meters, service connections, and all necessary appurtenances and equipment, all wastewater mains and laterals, and shall include all real and personal property and any interest therein, rights, easements, and franchises of any nature whatsoever relating to ny such system and necessary or convenient for the operation thereof. Water System: "Water System" shall mean and include any plant, system, facility or property, and additions, extensions and improvements thereto constructed, under construction, or at any future time constructed, or acquired as part thereof, useful or necessary or having the present capacity for future use in connection with the development of sources, tre tment or purifica- tion, and distribution of water, and, wit out limiting the generality of the foregoing, shall include wellfields, dams, reservoirs, storage tanks, mains, lines, valves pumping stations, laterals and pipes used for the purpose of carrying water to property connected with such system, and shall include all real and personal property and any interest therein, rights, easements and franchises of any nature whatsoever relating to any such system and necessary or convenient for the operation then of. 8 11/3/94, 4:16 pm • ARTICLE II EXHIBITS 2.1. There are attached to this Agreement as Exhibits "A" through "E", certain lists and documents which contain information, representations, and covenants of the County or City which are integral and essential parts of the transaction �escribed in this Agreement, and are listed as follows: Exhibit "A": Depiction of Authority Service Areas. Exhibit "B": Initial schedule of Authority rates, fees or other charges. Exhibit "C": Initial budget of the Authority. Exhibit "D": Okeechobee Beach Franchise Agreement, and related documents thereto. Exhibit "E": Glades Franchise Agreement, and related documents thereto. ARTICLE III CREATION OF OKEECHOBEE UTILITY AUTH RITY 3.1. The parties hereto do hereby create a Utility Authority, pursuant to the provisions of Section 373.1962, Florida Statutes, and Section 163.01, Florida Statutes, to be known as the OKEECHOBEE UTILITY AUTHORITY, to include Service Areas in the District, as described and shown on Exhibit "A", for the purpose of acquiring, owning, operating, and maintaining a regional water and wastewater system to ensure adequate future water supply and wastewater 9 11/3/94, 4s16 pm • services for the citizens, residents and utility consumers located within the District. 3.2. The Authority 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 the pleasure of the Authority Board, or conduct business in any other form as may be provided by law. C. To adopt bylaws, and make rules and regulations for its own governance and proceedings. d. To employ engineers, attorneys, accountants, financial or other experts and such other agents and employees as said Authority Board may require or leem necessary to effectuate the purposes of this Agreement, or to contract for any such services. e. To construct, install, erect, acquire and to operate, maintain, improve, extend or enlarge and reconstruct a Water System or a Wastewater System, o both, within the District, and to have the exclusive contr 1 and jurisdiction thereof, subject to the terms of this Agreement; to issue revenue bonds, refunding bonds, notes and ny other indebted- ness authorized by law, to pay all or part of the cost of such construction, reconstruction, erection acquisition or installation of such Water System, Wastewater System, or both. f. To construct and operate connecting, intercepting or outlet sewers and wastewater mains and pipes and water mains, 10 11/3/94, 4:16 p conduits or pipelines in, along or under any streets, alleys, highways or other public places or ways within the state or any municipality or public or political subdivision necessary for the purposes of the District. g. To adopt a Uniform Extension Poli y. h. To establish an annual budget, and to fix and collect rates, fees, impact fees, and other charges to persons or property, or both, for the use of the facilities and services provided by the Utilities Systems, and to fix and collect charges for making connections with any such Water System or Wastewater System and to provide for reasonable penalties on any users or properties for any such rates, fees or charges that are delinquent. i. To levy special, non -ad valorem assessments on benefitted properties, pursuant to the methods for establish- ing and collecting such non -ad valorem assessments set forth in Chapters 125, 166, and 170, Florida Statutes. The Authority may collect non -ad valorem assessments utilizing the methods and procedures provided to local governments under Sections 197.3631 and 197.3632, Florida Statutes. Said collection of non -ad valorem assessments shall be subject to all collection provisions of Chapter 197, Florida Statutes, including the issuance and sale of tax c rtificates and tax deeds for non-payment of said non-ad.valo em assessments. 11 11/7/94, 4:16 pm • j . To acquire in the name of the Authority by purchase, lease, gift, or the exercise of the right of eminent domain, such lands, assets and rights and interest therein, including lands under water and riparian rights, and to acquire such personal property as it may deem necessary 'n connection with the construction, reconstruction, improvement, extension, installation, erection or operation and maintenance of any Water System or Wastewater System, or both, and to hold and dispose of all real and personal property inder its control. k. To exercise exclusive jurisdiction, control and supervision over any Water System or Wastewater System, or both, or any part thereof, owned, operated and maintained by the Authority, and to make and enforce suc rules and regula- tions for the maintenance and operation of any Water System or Wastewater System, or, both, as may be, in the judgment of the Authority Board, necessary or desirable for the efficient operation of any such systems or improvements in accomplishing the purposes of this Agreement. 1. To require and enforce the use of its facilities whenever and wherever they are accessible M. To sell or otherwise dispose of the by-products resulting from water or wastewater treatm nt. n. To apply for and receive any and all federal, state, or local governmental permits or authorizations necessary to 12 11/3/94, 4:16 pm • promote, construct, accomplish, maintain, or operate any of the public purposes or projects herein enumerated. o. To enter into interlocal agreements, franchise agreements, or such other service agreements as deemed appropriate by the Authority Board, for supplying water or the disposal of treated sewage effluent and sludge, outside the District, if authorized and permitted under Florida law. p. To receive and use such technical assistance from the County or City as may be, from time to time, made avail- able for use by the Authority. q. Subject to such provisions or restrictions as may be set forth herein, or in any bond covenants, or in other obligations issued pursuant to this Agreem nt, to enter into contracts with the government of the United States or any agency or instrumentality thereof, or with any county, municipality, district, authority or political subdivision, private corporation, partnership, association or individual providing for or relating to the treatment, collection and disposal of wastewater or the treatment, SXLpply and distribu- tion of water and any other matters rr=levant thereto or otherwise necessary to effect the purposes of this Agreement, and to receive and accept from any federal or state agency grants or loans for or in aid of the planning, construction, reconstruction or financing of any W4ter System or Wastewater System, or both, and to receive and accept aid or contribu- 13 11/3/94, 4316 pm E tions or loans from any other source of either money, property, labor or other things of value, to be held, used and applied only for the purposes of this Agreement. r. To sue and be sued, and to contract, in its own name and such other powers as may be necessary �r proper to carry out the purposes of this Agreement. s. To restrain, enjoin or otherwise prevent the viola- tion of this Agreement or the powers of the Authority or any resolution, rule or regulation adopted pursuant to the powers set forth herein. 3.3. The Authority shall provide water and/or wastewater services to the County and the City, and any other local govern- mental entity that subsequently becomes a membe of the Authority. ARTICLE IV AUTHORITY BOARD 4.1. The Authority shall be governed by an Authority Board, which shall be comprised of five ( 5 ) members and such alternates as are described hereinbelow, each of which must le a resident of an area within the Service Areas of the Authority. Each member shall have one vote. 4.2. The County shall appoint two ( 2 ) memb Board and one alternate, which alternate may at the Authority Board and shall have the author absence of either of the two ( 2 ) appointed memb provided, however, that at least one of the 11/3/94, 4%16 pm 14 s of the Authority nd all meetings of ty to vote in the rs from the County; ppointments by the V, County (either the member to the Authority Board r the alternate) must be a resident of the area currently within th Service Area of OBWA. 4.3. The City shall appoint two (2) members of the Authority Board and one alternate, which alternate may attend all meetings of the Authority Board and shall have the authorit to vote in the absence of either of the two (2) appointed members from the City; provided, however, each member and the alternate appointed by the City shall be a resident of the City. 4.4. The four (4) members of the Authority Board appointed by the County and the City shall then, by a simple majority vote, appoint a fifth member of the Authority Board and one alternate representative who may attend all meetings of the Authority Board and shall have the authority to vote in the abse ce of said fifth member; provided, however, for so long as the District encompasses a portion of Glades County, said fifth member and the alternate for that member, shall be a resident of that area within the District located in Glades County. 4.5. No member of the Authority Board May be an elected official or employee of the governing body by whom the Authority Board member is appointed. In the event an Auth rity Board member becomes an elected official or employee of the overning body by whom the member has been appointed, that member shall be required to immediately resign from the Authority Board. 11/3/94, 4:16 pm 15 1 4.6. All powers, privileges and duties vested in or imposed upon the Authority shall be exercised and performed by and through its Authority Board acting as a quorum; provided, however, that the exercise of any and all executive, administrative and ministerial powers may be delegated by the Authority Board to any of its officers, executive director, employees or agents. Any such delegation may be redelegated or withdrawn by the Authority Board. 4.7. One Authority Board member appointed by the County and one Authority Board member appointed by the City shall serve an initial term of two (2) years in duration. In order to create staggered terms, the other Authority Board members shall serve initial terms of four (4) years in duration. Thereafter, all Authority Board members shall serve staggered terms of four (4) years in duration, or until such time as such Authority Board member's replacement has been appointed. In the event an Authority Board member resigns, or is unable to contin a to serve, the balance of the term of that Authority Board member shall be filled in the same manner as prescribed in Section 4.2, 4.3 or 4.4 above, as applicable. 4.8. The alternates appointed in accordance with the foregoing shall serve a term of two (2) years in duration, or until such time as such alternate's replacement has been appointed. In the event an alternate resigns, or is unable to continue to serve, the balance of the term of that alternate shall be filled in the same manner as provided in Section 4.2, 4.3 or 4.4 above, as applicable. 11/3/94, 4:16 pm 16 • V 4.9. Authority Board members shall serve without compensation, but shall be reimbursed for per diem and travel expenses as provided in Section 112.061, Florida Statutes. 4.10. Except as provided in Section 4.4 above, the Authority Board shall require a four -fifths the entire Board membership. 4.11. The Authority Board shall elect the fa who shall perform the following functions: all decisions of majority vote of lowing officers, a. A chairman, who shall preside at meetings of the Authority Board; sign as authorized by the Authority Board any contracts or other instruments which are deemed to be in the best interest of the Authority; and perform such other duties incident to the office as may be prescribed by the Authority Board. b. A vice chairman, who shall act �n the chairman's absence; and shall perform such other functions as the Authority Board may delegate from time to time. C. All officers shall be elected f r a term of one year. If any officer shall cease to be a member of the Authority Board, or shall, for any reason, not be able to serve in that capacity, a successor shall ke elected for the unexpired portion of the term. No officer s all be elected to the same office for more than two (2) cons cutive terms. 22/3/94, 4s16 pm 17 • .W 4.12. The Authority Board shall appoint an executive director for the Authority, and prescribe the executivedirector's duties and compensation. Among such duties, the executive director shall: a. Be responsible to the officers and the Authority Board for supervising and administering all, work programs of the Authority; and b. Act as secretary to the Authority Board, and prepare minutes of each Authority Board meeting, in compliance with Chapter 286, Florida Statutes, the FloridaGovernment-in-the- Sunshine Law; and C. Be responsible for the receipt, care, and disburse- ment of Authority funds, in accordance with fiscal policies and regulations adopted by the Authority B ard; and d. Serve at the pleasure of the Aut ority Board. 4.13. All meetings of the Authority Board sh 11 be conducted in compliance with Section 286.011, Florida Statutes, and shall be held at such locations, dates, times, and intervals as determined by the Authority Board. 4.14. Each Authority Board member shall be required to file a full and public disclosure of financial interests, pursuant to the provisions of Chapter 112, Florida Statutes, as applicable. 4.15. The chairman, with the advice and consent of the Authority Board, may appoint such committees as may be deemed necessary to carry on the work of the Authority. Membership on such committees need not be restricted to Authority Board members. 11/3/94, 4:16 pm 1 8 u V 4.16. Until Closing, the Okeechobee Utility Authority Working Group shall continue in existence, and shall perform the functions of an advisory committee to the Authority Board during said time period. Members of the Okeechobee Utility Authority Working Group shall be eligible for appointment to the Authority Board, unless otherwise disqualified under the provisions of this Article. 4.17. The Authority Board shall cause to be made at least once each year a comprehensive report of its activities, including all matters relating to rates, revenue, expenses of maintenance, repair and operation, renewals and capital replacements, principal and interest requirements, and an audited annual financial statement. Copies of such reports shall be forwarded to the County and the City, and shall constitute a public record. ARTICLE V INTERIM OPERATIONAL AGREEMENT 5.1. After execution of this Agreement, the Authority shall enter into Interim Operational Agreements with the City and OBWA, for the purpose of continuing the operation of the City Utilities and OBWA Utility within their current respective Service Areas until Closing. 5.2. The Authority Board shall have final a thority to resolve any disputes that may arise during the term of said Interim Operational Agreements between the City and GBWA concerning the location of line extensions, and other related matters. 19 11/3/94, 4t16 ps ARTICLE VI RATES, FEES, AND CHARGES 6.1. The initial schedule of rates, fees, or other charges for the use of the services and facilities to be furnished by the Authority, to be paid by the owner, tenant, or occupant of each structure, facility, lot or parcel of land whicb may be connected with, or used by the Utilities Systems of the Authority, shall be as set forth in Exhibit "B". 6.2. Except as otherwise provided on Exhibit "B", this initial schedule of rates, fees, or other charges shall remain in effect from the effective date of this Agreement th ough the date of Closing. 6.3. After Closing, the Authority Board may revise the schedule of rates, fees, or other charges, from time to time, based on the following criteria: a. Such rates, fees and charges sha 1 be so fixed and revised so as to provide sums, which, with other funds available for such purposes, shall be sufficient at all times to pay the expenses of operating and maintaining such Utilities Systems, including reserves for such purposes, the principal of and interest on revenue bonds as the same shall become due, and reserves therefor, and to provide a margin of safety over and above the total amount of any such payments, and to comply fully with any covenants contained in the proceedings authorizing the issuance of any bonds or other 11/3/94, 4:16 pm 2 0 obligations of the Authority. The Authority shall charge and collect such rates, fees and charges so f ixed or revised, and such rates, fees and charges shall not be subject to the supervision or regulation by any other commission, board, bureau, agency or other political subdivision or agency of the county or state. b. Such rates, fees and charges shall be just and equitable and uniform for users of the same class and where appropriate may be based or computed either upon the quantity of water consumed or upon the number and size of wastewater connections or upon the number and kind of lumbing fixtures in use in the premises or upon the number or average number of persons residing or working in or otherwise Using or occupying such premises or upon any other factor affecting the use of the facilities furnished or upon any combination of the foregoing factors as may be determined by the Authority Board on any other equitable basis. C. No rates, fees or charges shall he fixed under the foregoing provisions of this section until after a public hearing duly noticed such that all the users of the Water System or Wastewater System, or both, or ownerst tenants or occupants served or to be served thereby and all others interested shall have an opportunity to be heard concerning the proposed rates, fees and charges. Notice of such public hearing setting forth the proposed schedule or schedules of II 11/3/94, 4:16 pm • free water or wastewater services shall be rendered by the Authority and no discrimination shall exist in the fees, rates and charges for users of the same class. The Authority may not provide service to any user in contravention of the requirements set forth above unless required by law or a court of competent jurisdiction. f . In the event that the fees, rates or charges for the services and facilities shall not be paid as and when due, any unpaid balance thereof, and all interest accruing thereon, shall be a lien on any parcel or property affected thereby, unless otherwise provided under Florida law. Such lien shall be superior and paramount to the interest on such parcel or property of any owner, lessee, tenant, mortgagee or other person, except the lien of county taxes, and shall be on a parity with the lien of any such county taxes, except as otherwise provided in Chapter 180.135, Flo ida Statutes. In the event that any such service charge shall not be paid as and when due and shall be in default for thirty (30) days or more, the unpaid balance thereof, and all interest accrued thereon, together with attorneys' fees aid costs, may be recovered by the Authority in a civil action, and any such lien and accrued interest may be foreclosed or otherwise enforced by the Authority by action or suit in equity as for the foreclosure of a mortgage on real prop rty. 11/3/94, 4:1e pm 23 V. g. The Authority shall also establish a uniform policy concerning the termination of water service for nonpayment of fees, rates or charges as specified above. ARTICLE VII BUDGET AND FUNDING 7.1. The fiscal year of the Authority shall be the same as the fiscal year of the County and City. 7.2. The initial budget of the Authority, covering the period from the effective date of this Agreement through September 30, 1995, shall be as set forth in Exhibit "C". 7.3. By May 1, 1995, and by May 1st of each year thereafter, the Authority Board shall adopt, by budget resolution, its tentative annual budget for the ensuing fiscal year, and shall forward copies of said tentative budget to the County and the City. 7.4. The proposed budget contained in such resolution shall include all anticipated Capital and Operational Expenses, and Administrative Costs of the Authority for all of its projects during the ensuing fiscal year, together with payments of principal and interest on all outstanding bonds, and sinking fund and reserve requirements. The proposed budget shall provide for expenditures only to the extent of funds legally available to the Authority for such purposes and reasonably anticipated revenues of the Authority for the ensuing fiscal year from established sources, based upon past experience and reasonable projections thereof, from new projects or new sources of income of the Authority and from 11/3/94, 4.16 pm 24 • P. requested county -wide per capita appropriations from the parties hereto, if any. The parties hereto shall have an opportunity to take considered action in approving or disapproving a request to provide for necessary per capita appropriations, if any. The Authority shall finalize and approve its final budget in a manner as provided by law for the County and City. 7.5. It is the intent of the parties that, until Closing, initial funding for the Authority shall be obtained from the South Florida Water Management District, to the extent that the Authority is unable to obtain sufficient funding from federal, or other state or local agency grants or loans. 7.6. The budget and such other changes, amendments, or supplements as may be necessary to conduct the Eiscal affairs of the Authority may be amended from time to time by action of the Authority Board to include funds accumulated from time to time from additional sources. ARTICLE VIII CURRENT UTILITY EMPLOYEES 8.1. It is the intent of the parties hereto to acquire at or before Closing the City Ut Utility, and to offer continued employment to t the City and OBWA engaged in the operation or me City Utilities and OBWA Utility at the time of z Authority. Said employees shall thereafter remai Authority, under such terms and conditions a: 11/3/94, 4:16 pm 2 5 for the Authority ilities and OBWA hose employees of Intenance of said .cquisition by the n employees of the i set forth in a • uniform policy and procedures manual to be adopte by the Authority Board. ARTICLE IX ADMISSION OF NEW GOVERNMENT MEMBERS 9.1. Admission of any new member counties, cities or other governmental entities, to the Authority shall require a four -fifths majority vote of all members of the Authority Board. ARTICLE X MASTER TRANSFER AGREEMENT 10.1. The parties hereto recognize and acknowledge that a Master Transfer Agreement for further implementation of the Authority is intended to be prepared and executed prior to Closing, and fully consummated at Closing, which shall occur on or before October 1, 1995. The Master Transfer Agreement shall provide that no transfer of assets from the County, City or OBWA shall occur prior to Closing, and that the transfer of assets from the County, City and OBWA to the Authority shall occur simultaneously at Closing. 10.2. As part of the Master Transfer Agre ment, it is the intent of the parties that, at Closing, the County shall, to the extent permitted by law, assign to the Authority, and the Authority shall assume, all of the County's rights and liabilities under the Okeechobee Beach Franchise Agreement, including the County's right to purchase the OBWA Utility. At Closing, the Authority shall exercise the right to purchase the OBWA Utility, pursuant to the 11/3/94, 4:16 pm 26 • Okeechobee Beach Franchise Agreement, as amended by mutual agreement of the Authority and OBWA. At Closing, the Authority shall accept and assume all of OBWA's rights and liabilities set forth in the Glades Franchise Agreement. The Master Transfer Agreement shall address the establishment of rates for that class of customers currently subject to the Glades Franchise Agreement, so as to take into account the franchise fee currently required thereunder. 10.3. The Master Transfer Agreement shall also set forth the terms and conditions of the transfer to the Authority at Closing of all of the assets which comprise the City utilities, and all of the liabilities pertaining thereto. ARTICLE XI TERMINATION OR WITHDRAWAL 11.1. The County or City may withdraw from the Authority, at any time prior to Closing, after giving all other parties at least ninety (90) days prior written notice thereof; p ovided, however, that if the County or City does withdraw, it shall continue to be responsible for any financial or contractual obligations it has specifically assumed while it was a member of the Authority. 11.2. In the event that either the County or the City withdraws from the Authority prior to Closing, the Authority shall be deemed to have been dissolved as of the effective date of said withdrawal, and the parties hereto shall adopt a supplemental amendment to this Agreement providing for the dissolution of the Authority. 11/3/94, 4:16 pm 27 U V 11.3. In the event that the Authority is dissolved subsequent to Closing, disposition of the assets of the Authority shall be determined pursuant to the Master Transfer Agreement. ARTICLE XII AMENDMENTS TO INTERLOCAL 12.1. This Agreement may only be execution of an Amendment hereto by the off local governments executing this Agreement, du: they remain subject to the terms and provisions ARTICLE XIII EXECUTE IN COUNTERPARTS by the proper action of the ring such time as hereof. 13.1. This Agreement may be executed in counterparts, and each fully executed counterpart shall be deemed an original. ARTICLE XIV SEVERABILITY 14.1. Any determination by a court of competent jurisdiction that any provision of this Agreement is illegal, void, or un- enforceable, shall not adversely affect the enforceability of any other provision of this Agreement, unless the provision determined to be illegal, void or unenforceable, is a provsion relating to a ' significant item of consideration for the b nefit of a party hereto. 11/3/94, 4:16 pm 2 8 0 r ARTICLE XV LAWS GOVERNING INTERPRETATION 15.1. This Agreement shall be controlled and interpreted according to the laws, rules and regulations of the State of Florida. ARTICLE XVI BINDING AGREEMENT AND ASSIGNMEN 16.1. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective assigns and successors by merger, consolidation, conveyance or otherwise. ARTICLE XVII NOTICES 17.1. Any notice required or allowed to be delivered hereunder shall be in writing and shall be deemed to be delivered when either (1) hand delivered to the official hereinafter designated, or (2) when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to a party at the address set forth below, or at such other address as the party shall have specified by written notice to the other party delivered in accordance herewith: County: Okeechobee County Office of the County Administrator 304 N.W. Second Street, Room 106 Okeechobee, Florida 34972 11/3/94, 4:16 pm 29 0 City: City of Okeechobee Office of City Administrator 55 S.E. Third Avenue Okeechobee, Florida 34974 ARTICLE XIII ENTIRE AGREEMENT 18.1. This Agreement supersedes any and all previous agreements or representations, either verbal or written, here of ore in effect between the parties, made with respect to the matters herein contained. ARTICLE XIX AFFIRMATION 19.1. The City hereby affirms that, at a duly constituted meeting of the City Council of the City of Okeechobee, Florida, on the day of , 1994, it approved the terms of this Agreement and the execution thereof by the City. 19.2. The County hereby affirms that, at a duly constituted meeting of the Board of County Commissioners of Okeechobee County, Florida, on the day of , 1994, it approved the terms of this Agreement and the execution thereof by the County. ARTICLE XX FILING 20.1. Upon execution of this Agreement, and any subsequent amendments thereto, this Agreement and such subsequent amendments 11/3/94, 4:15 pm 30 i shall be filed with the Clerk of the Circuit County, Florida. of Okeechobee ARTICLE XXI EFFECTIVE DATE 21.1. This Agreement shall be deemed effective immediately upon its execution by all parties, and filing pursuant to law. IN WITNESS WHEREOF, the County and City hain Agreement on the day and year first above written. ATTEST: BOARD OF COUNTY COMb OKEECHOBEE COUNTY, E B y B Deputy Clerk ByChairman executed this SSIONERS OF APPROVED AS TO FORM AND LEGAL SUFFICIENCY County attorney ATTEST: CITY COUNCIL OF CITY OF OREECHOBEE, FLORID B By yCity Clerk yMayor APPROVED AS TO FOR SUFFICIENCY Okeechobee City At c:\mdm\20121dj.ia 11/3/94, 4:16 pm 3 1 AND LEGAL torney 0 EXHIBIT "A" OKEECHOBEE UTILITY AUTHORITY SERVICE The Service Areas for the Okeechobee Utility Authority shall include all lands within Okeechobee County, Florida, and those 11 lands currently located within the Service Areas of the Okeechobee Beach Water Association for water services, as �et forth in the Okeechobee Beach Franchise Agreement and the ( Agreement, attached hereto as Exhibits "D" and "E unless otherwise provided by law. 11/3/94, 5:20 pm lades Franchise ," respectively,