HomeMy Public PortalAboutInterlocal Agmt to Promote UndergroundingTOWN OF GULF STREAM
PALM BEACH COUNTY, FLORIDA
COMMISSIONERS
WILLIAM F. KOCH, JR. Mayor
JOAN K. ORTHWEIN, Vice Mayor
FRED B. DEVITT III
CHRIS O. WHEELER
MURIEL J. ANDERSON
January 9, 2009
Thomas G. Bradford
Deputy Town Manager
Town of Palm Beach
P. 0. Box 2029
Palm Beach, FL 33480
Dear Mr. Bradford:
Telephone
(561) 276-5116
Fax
(561) 737-0166
Town Manager
WILLIAM H. THRASHER
Town Clerk
RRA LTAYLOR
At the regular meeting of the Gulf Stream Town Commission held
this date, The First Amendment to the Interlocal Agreement to
Promote Undergrounding of Utility Facilities and Related
Implementation Activities was adopted as Exhibit "A" to our
Resolution No. 009-3. We are enclosing the ORIGINAL signature
page for your file.
If you have any questions, do not hesitate to call us at the
above number.
Very truly yours,
Rita L. Taylor V
Town Clerk
Encl. 1
100 SEA ROAD, GULF STREAM, FLORIDA 33483
Bill Thrasher
From: TBradford@TownofPalmBeach.COm
Sent: Tuesday, December 30, 2008 12:05 PM
To: tmanager@tampabay.rr.com; dbrown@coralgables.com; tansbro@ci.dania-beach.fl.us;
ggretsas@fortlauderdale.gov; AlexDiaz@townofgoldenbeach.org; cbenson@hollywoodfl.org;
agrieshaber@irbcity.com; jicolony@bellsouth.net cafalcone@comcast.net;
jlavisky@lighthousepoint.com; gdunham@manalapan.org; citymanager@miamibeachfl.gov;
citymanager@naplesgov.com; KDailey@CI.PUNTA-GORDA.FL.US;
manager@sewallspoint.martin.fl.us; clerk@sewallspoint.martin.fl.us; Nsubin@gate.net;
rtaylor@southpalmbeach.com; tsharp@lighthousepoint.com; dhubbs@tji.martin.fl.us;
CMiller@cityofflaglerbeach.com; hhoang@lakeparkflorida.gov; rwallace@naplesgov.com;
dkeefe@plantation.org; frank.fender@siemens.com; jgallegos@wiltonmanors.com;
icanada@southwestranches.org; DerrekMoore@cityofpahokee.com;
ArtCobb@cityofpahokee.com; mbailey@coopercityfl.org; gbrown@ci.boca-raton.fl.us;
drivers@coconutcreek.net; dbn@fcohenlaw.com; jroodman@townofsurfsidefl.gov;
oceanridgetm@comcast.net; gary.price@cityofbonitasprings.org; Bill Thrasher;
jforte@HOLLYHILLFL.org; Richard Hartman; Chris Lukowiak; Linda Childs; Ron Koper;
The current MUUC Interlocal Agreement expires on January 1, 2009. See Article 3.1 of the
existing Interlocal Agreement in this regard. The MUUC has decided to pursue renewal of
the Interlocal Agreement to continue our work until 2010. The paperwork to effectuate this
for every municipality and others is attached herewith. Attached below, please find:
First Amendment Document
First Amendment Signature Pages
Palm Beach Resolution No. 02-09 Approving the Interlocal Agreement for
use as a model, if needed.
The original MUUC Interlocal Agreement for your reference, if needed.
If a signature page does not exist for your municipality the document has been provided in
an amendable format that allows you to insert the name of your municipality where needed.
These documents were prepared by Schef Wright and were approved by the Palm Beach Town
Attorney for legal form and sufficiency. Please have the same reviewed by your own legal
counsel before proceeding. I will use the same at the Town's January 13 Town Council
cbillias@cityofcocoabeach.com; cholland@cityofcocoabeach.com; andyl@jupiter.fl.us;
rayg@tamarac.org; wdhigginbotham@townofsurfsidefl.gov; prippey@southdaytona.org;
dkelly@northmiamifl.gov; Hralls@melboumeflorida.org; jmcknight@cityofrockledge.org;
glenridgetownof@bellsouth.net; james.herron@titusville.com; Ebalbis@wpb.org;
SDiLaura@plantation.org; Hbarnes@fortlauderdale.gov; cgardneryoung@cityofparkland.or
jberkman@cityofparkland.org; mcollins@northmiamifl.gov; amberd@tamarac.org;
jclauss@ponce-inlet.org; linda.saul-sena@tampagov.net; rhonda.smalls@ci.tampa.fl.us;
Clerk@townofhillsborobeach.com; Ibtsmason@bellsouth.net; bob.pushkin@nbvillage.com;
Srose@coconutcreek.net; dgentile@creekgov.net; mhullvog@bellsouth.net;
fwoodard@palmettofl.org; Gbooth@powerservices.com; rlw@powerservices.com;
prant@utilityengineering.com; wwidmann@cocoafl.org; Ilogue@palmettofl.org;
townofcloudlake@msn.com; pcollins@cityofnorthport.com;
dhaag@sibfl.net; Linda C. Cox;
BDunckel@fortlauderdale.gov; BobMiddaugh@miamibeachfl.gov;
rwasson@bayharborislands.net; DBrannon@BnGEngineers.com;
Rickm@lauderdalebythesea-fl.gov; Robertmet@gmail.com; grauth@tji.martin.fl.us;
jlobello@Juno-beach.fl.us; jthurlowlippisch@comcast.net; acanady@lakeparkflorida.gov;
clindskoog@pbstownhall.org; swdght@yvlaw.net
Subject:
First Amendment to the Municipal Underground Utilities Consortium (MUUC) Interlocal
Agreement
EM
First Amendment
INTERLOCAL Resolution 02-09 Interlocal
MUUC INTERLOCA..ZT-SIGNATURE PAG First Amendme... Ireement Execution,
All:
The current MUUC Interlocal Agreement expires on January 1, 2009. See Article 3.1 of the
existing Interlocal Agreement in this regard. The MUUC has decided to pursue renewal of
the Interlocal Agreement to continue our work until 2010. The paperwork to effectuate this
for every municipality and others is attached herewith. Attached below, please find:
First Amendment Document
First Amendment Signature Pages
Palm Beach Resolution No. 02-09 Approving the Interlocal Agreement for
use as a model, if needed.
The original MUUC Interlocal Agreement for your reference, if needed.
If a signature page does not exist for your municipality the document has been provided in
an amendable format that allows you to insert the name of your municipality where needed.
These documents were prepared by Schef Wright and were approved by the Palm Beach Town
Attorney for legal form and sufficiency. Please have the same reviewed by your own legal
counsel before proceeding. I will use the same at the Town's January 13 Town Council
V
meeting to have the Town's participation extended. On behalf of the MUUC, I am asking each
of you to do the same thing as soon as possible.
I know that money is tight and will probably get tighter in fiscal 2010, but I want to
point out something that is very important to highlight when taking this before your
elected officials. Article 7.2 allows each party to the Agreement to participate or not
participate in future funding activities. Funding participation has been and always will
be optional. I would rather your community continue to be a MUUC participant and not pay
any future assessments than to not renew the Agreement out of current or future funding
concerns. Remember, there is strength in numbers. One of the first questions I am asked
when I go before FPL, the press or other parties is "how many participants does the MUUC
have? They always want to know.
Please sign up again even if you have funding concerns. We will finalize the current
underground issues with FPL very soon. Remember, your community is only one hurricane away
from undergrounding becoming a "front burner"
issue again. It is always good to be able to show the public you have been doing your
best , in spite of funding problems to remain proactive on this issue that is important to
so many people in your city and across all of Florida.
If you have any questions, please feel free to call or email me. Thanks for your continued
support.
Thomas G. Bradford
Deputy Town Manager
Town of Palm Beach
360 South County Road
P.O. Box 2029
Palm Beach, FL 33480
Telephone: (561) 838-5410
Fax: (561) 838-5411
Email: tbradford@townofpalmbeach.com
(See attached file: First Amendment MUUC INTERLOCAL AGREEMENT.RSW.Decl9.doc)(See attached
file: INTERLOCAL AGRT-SIGNATURE PAGES-AMENDMENT.Dec20.doc)(See attached file: Resolution
02-09 First Amendment of Interlocal Agreement between the Town and Florida municipalities
to promote undergrounding of utility facilities.doc)(See attached file: Interlocal
Agreement Execution Edition with Appendix
052306.pdf)
2
EXHIBIT "A"
FIRST AMENDMENT TO INTERLOCAL AGREEMENT TO PROMOTE
UNDERGROUNDING OF UTILITY FACILITIES AND RELATED IMPLEMENTATION
ACTIVITIES
This First Amendment to Interlocal Agreement ("First Amendment') is made and
entered into to be effective as of the First day of January, 2009, by and between the
TOWN OF GULF STREAM, FLORIDA, an incorporated Florida municipality, ('Town"),
having a mailing address of 100 Sea Road, Gulf Stream , FL 33483, and certain other
incorporated cities and towns of Florida that, together with the Town, formed the
Municipal Underground Utilities Consortium ("MUUC"), a municipal cooperative effort as
contemplated in Chapter 163, Florida Statutes, by the INTERLOCAL AGREEMENT TO
PROMOTE UNDERGROUNDING OF UTILITY FACILITIES AND RELATED
IMPLEMENTATION ACTIVITIES ('Interlocal Agreement') that is the subject of this First
Amendment.
WITNESSETH:
WHEREAS, the Town and the other cities and towns formed the MUUC through
that certain INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF
UTILITY FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES, dated June 13,
2006;
WHEREAS, the Town and certain other cities and towns that are parties to the
Interlocal Agreement now desire to modify and amend the Interlocal Agreement;
NOW, THEREFORE, pursuant to Section 17.3 of the Interlocal Agreement, which
applies to amendments to the Agreement, and in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 3.1 of the Interlocal Agreement shall be deleted in its entirety and
replaced with the following:
"3.1 This Agreement shall be effective as between all of the Parties as of
the 13th day of June, 2006, and shall continue in effect until the earlier of (a)
December 31, 2010 or (b) the date upon which there remains at most only one
(1) Local Government that has not submitted a Notice of Termination of
Participation in this Agreement as provided in Section 3.2."
2. Section 17.4 of the Interlocal Agreement shall be deleted in its entirety and
replaced with the following:
17.4 Execution. The Parties understand and agree that each is
executing this version of the Agreement, titled "EXECUTION VERSION 1.0, MAY
18, 2006" ("Execution Version") and that each Party has a copy of this Execution
1
Version and has had an adequate opportunity to review same. The Parties also
understand and agree that the Interlocal Agreement may be extended by
execution of an appropriate amendment, which may be executed via counterpart
signature pages by all Parties who wish to participate in the extension of the
Agreement. For convenience and efficiency, the Parties agree that execution of
this Agreement and any future amendments shall be accomplished as follows:
each Party shall execute a signature page bearing appropriate identifying
information for the person authorized to sign on behalf of the Party, and each
Party's execution of that signature page shall be recognized as full and complete
execution of this Agreement, and of any amendment, as though the Parties had
all signed the same signature page. Each Party shall submit an original signed
signature page of the Interlocal Agreement, and of any future amendments
thereto, to Mr. Thomas G. Bradford, Deputy Town Manager for the Town of Palm
Beach, who, by agreement of the Parties, will hold all signed original signature
pages."
3. The final paragraph of the Interlocal Agreement shall be deleted in its
entirety and replaced with the following:
"IN WITNESS WHEREOF, the Parties, pursuant to the Execution
provisions set forth in Section 17.4 above, have executed and delivered this
Agreement to be effective as of June 13, 2006, and the First Amendment thereto
to be effective as of January 1, 2009. The signature pages to the Interlocal
Agreement are set forth beginning on page S-1 of the Interlocal Agreement, and
the signature pages for the First Amendment are set forth beginning on page
FAS -1 of the Interlocal Agreement."
2
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES
Dated the 13th day of June, 2006, and as amended to be effective
the First day of January, 2009.
SIGNATURE PAGE FOR THE TOWN OF GULF STREAM, FLORIDA
In accordance with Section 17.4 of that certain Interlocal Agreement to Promote
Undergrounding of Utility Facilities and Related Implementation Activities, Dated the
13th day of June 2006, and also in accordance with Section 17.4 of the above -
referenced Interlocal Agreement, as amended by the foregoing First Amendment, to
which the Local Government identified above is a Party, the person whose signature
appears below confirms the Party's acknowledgment that the Party has received and
had an adequate opportunity to review the Execution Version of the Agreement and of
the First Amendment thereto, that he or she has due authority to sign on behalf of the
Party and to bind the Party to its agreements, obligations, and covenants under the
Agreement, that it is the intention of the municipality identified above to execute the First
Amendment to the Interlocal Agreement, and that all representations and warranties set
forth in the Agreement relative to the Party are true and correct to the best of his or her
knowledge, information, and belief, as of the date that this signature page is executed.
SIGNATURE Ex:/:
PRINTED/TYPED NAME wi 11 i am F Knvh Tr
TITLE Mayor
DATE January 9, 2009
ePWITNESS2�,v
SIGNATURE
Rdra T Taylor Town Clerk
TYPED OR PRINTED NAME
S-2
EXECUTION VERSION 2.0, MAY 23, 2006
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES
Dated the th day of June, 2006
By, Between, and Among
The City of Boca Raton, Florida
The City of Bonita Springs, Florida
The City of Cocoa Beach, Florida
The City of Coconut Creek, Florida
The City of Cooper City, Florida
The Town of Golden Beach, Florida
The Town of Gulf Stream, Florida
The Town of Highland Beach, Florida
The Town of Juno Beach, Florida
The Town of Jupiter, Florida
The Town of Jupiter Inlet Colony, Florida
The Town of Jupiter Island, Florida
The City of Lighthouse Point, Florida
The Town of Manalapan, Florida
The City of Melbourne, Florida
The City of Naples, Florida
The Village of North Palm Beach, Florida
The Town of Ocean Ridge, Florida
The Town of Palm Beach, Florida
The Town of Palm Beach Shores, Florida
The City of Palmetto, Florida
The City of Plantation, Florida
The City of Punta Gorda, Florida
The City of Satellite Beach, Florida
The Town of Sewall's Point, Florida
The Town of South Palm Beach, Florida
The Town of Surfside, Florida
The City of Tamarac, Florida
The City of Wilton Manors, Florida
A
CLO a
1 Si'q.7Cr �V� L-9-CJL
EXECUTION VERSION 2.0, MAY 23, 2006
TABLE OF CONTENTS
TITLE PAGE
1
TABLE OF CONTENTS
2
PREFACE
4
RECITALS
5
TERMS OF AGREEMENT
7
Article
1.
Definitions
7
Article
2.
Purpose and Authorized Activities
B
Article
3.
Duration, Term, and Termination
10
Article
4.
Organization
11
Article
5.
Manner of Funding
12
Article
6.
Manner of Disbursements
12
Article
7.
Method of Allocating Cost Responsibility
12
Article
B.
Manner of Employing, Engaging,
Compensating, and Discharging Necessary
Personnel and Firms, Including
Purchasing Services and Entering Into
Contracts
14
Article
9.
Additional Parties
15
Article
10.
Provision for Return of Any Surplus
Funds to Participating Parties
15
Article
11.
Acceptance of Gifts, Grants, or
Assistance Funds
16
Article
12.
Making of Claims for Federal
or State Aid
16
2
EXECUTION VERSION 2.0, MAY 23, 2006
Article 13. Indemnification; Manner of
3
Responding to Any Claims for Liability;
Insuring Against Such Liability 17
Article 14.
Dispute Resolution 18
Article 15.
Accountability for Funds; Audit 19
Article 16.
Representations and Warranties 20
Article 17.
Miscellaneous Provisions 20
APPENDIX 1
ENGINEERING CONSULTING SERVICES AGREEMENT
APPENDIX 2
LEGAL SERVICES AGREEMENT
APPENDIX 3
FUNDING SHARES FOR EACH PARTY IN SUPPORT OF
COMPREHENSIVE LIFE -CYCLE COST-EFFECTIVENESS
AND EFFICACY EVALUATION OF UNDERGROUNDING
ELECTRIC DISTRIBUTION FACILITIES
APPENDIX 4
PARTIES AND NOTICE INFORMATION FOR PARTIES TO
THAT CERTAIN INTERLOCAL AGREEMENT TO PROMOTE
UNDERGROUNDING OF UTILITY FACILITIES AND
RELATED IMPLEMENTATION ACTIVITIES
3
EXECUTION VERSION 2.0, MAY 23, 2006
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES
PREFACE
This Interlocal Agreement to Promote Undergrounding of
Utility Facilities and Related Implementation Activities,
dated the th day of June, 2006 ("Agreement"), is
entered into by, between, and among the following:
The City of Boca Raton, Florida
The City of Bonita Springs, Florida
The City of Cocoa Beach, Florida
The City of Coconut Creek, Florida
The City of Cooper City, Florida
The Town of Golden Beach, Florida
The Town of Gulf Stream, Florida
The Town of Highland Beach, Florida
The Town of Juno Beach, Florida
The Town of Jupiter, Florida
The Town of Jupiter Inlet Colony, Florida
The Town of Jupiter Island, Florida
The City of Lighthouse Point, Florida
The Town of Manalapan, Florida
The City of Melbourne, Florida
The City of Naples, Florida
The Village of North Palm Beach, Florida
The Town of Ocean Ridge, Florida
The Town of Palm Beach, Florida
The Town of Palm Beach Shores, Florida
The City of Palmetto, Florida
The City of Plantation, Florida
The City of Punta Gorda, Florida
The City of Satellite Beach, Florida
The Town of Sewall's Point, Florida
The Town of South Palm Beach, Florida
The Town of Surfside, Florida
The City of Tamarac, Florida
The City of Wilton Manors, Florida
The foregoing entities are collectively referred to herein
as the "Parties" or as the "Local Governments," and each
EXECUTION VERSION 2.0, MAY 23, 2006
may also be referred to individually as a "Party" or as a
"Local Government." For purposes of entering into
transactions pursuant to this Agreement, the Local
Governments agree to do so in the name of the Municipal
Underground Utilities Consortium ("MUUC").
The purpose of the Agreement is to provide a means,
pursuant to Chapter 163, Florida Statutes, for the Local
Governments to mutually support the comprehensive
evaluation of the life -cycle costs, cost-effectiveness, and
efficacy of undergrounding electric utility facilities, and
further to support any activities reasonably necessary to
promote the Local Governments' interests in issues relating
to undergrounding electric and other utility and utility -
type facilities, including, without limitation,
participating in (a) utility tariff approval proceedings,
rulemaking proceedings, and any other relevant proceedings
before the Florida Public Service Commission, (b)
legislative activities before the Florida Legislature or
before any other legislative or quasi -legislative body in
Florida having relevant jurisdiction, and (c) any other
relevant proceedings and activities before any court,
tribunal, executive agency, or other governmental entity
having jurisdiction.
RECITALS
WHEREAS, each Party to this Agreement is a political
subdivision of the State of Florida, each having the police
power and each committed to exercising that power in the
interests of the public health, safety, and welfare; and
WHEREAS, reliable, safe, and cost-effective electric
distribution infrastructure, and other utility
infrastructure, are critical to the public health, safety,
and welfare; and
WHEREAS, it is widely recognized that, overall,
underground electric distribution facilities experienced
fewer and less severe outages during the hurricanes that
struck Florida in 2004 and 2005 than did overhead
facilities; and
5
EXECUTION VERSION 2.0, MAY 23, 2006
WHEREAS, the Parties to this Agreement are deeply
concerned about the reliability of the electric utility
infrastructure and other utility infrastructure serving
their communities and citizens; and
WHEREAS, the Parties to this Agreement are
contemplating converting existing overhead facilities
within their geographic boundaries to underground service;
and
WHEREAS, all Parties to this Agreement desire to ensure
that any payments that any Party, or any other entity, is
required to make for such an underground conversion project
to any public utility or any other utility service provider
are fair, just, and reasonable; and
WHEREAS, the Parties to this Agreement desire to have a
sound basis for evaluating all relevant costs and benefits,
on a complete, life -cycle cost basis, of converting
existing overhead electric distribution facilities (and
other utility facilities) to underground service
facilities; and
WHEREAS, a sound, comprehensive study conducted by
experienced experts in the field of electrical engineering
will greatly facilitate key decisions now facing the
Parties; and
WHEREAS, the Florida Public Service Commission is
presently conducting proceedings to evaluate the costs and
benefits of enhancing the reliability of overhead electric
distribution facilities, and also proceedings to evaluate
the costs and benefits of converting overhead electric
facilities to underground in order to enhance reliability
and potentially provide cost savings to all electricity
customers; and
WHEREAS, the study contemplated by this Agreement is
expected to be of great value to the Local Governments and
to the Florida Public Service Commission in their
consideration of issues relating to the undergrounding of
electric distribution facilities, and also of great value
to the public purpose of promoting full and fully -informed
C
EXECUTION VERSION 2.0, MAY 23, 2006
consideration of the costs, cost-effectiveness, and
efficacy of undergrounding utility facilities; and
WHEREAS, the Local Governments wish to enter into this
Interlocal Agreement for the purpose of jointly funding the
study of underground utility service contemplated herein,
and also to provide a vehicle for the purpose of
participating, as provided for herein, in relevant
proceedings before the Florida Public Service Commission,
the Florida Legislature, or any other relevant agency or
branch of government, provided specifically, however, that
no individual Local Government shall be limited by this
Agreement to participating in any such activities only
through this Agreement, it being the intent of all Local
Governments that any individual Local Government shall be
free to participate in any such proceedings to promote its
own interests as it deems appropriate.
NOW, THEREFORE, in consideration of the foregoing
premises and the mutual promises and covenants set forth in
this Agreement, the mutuality and mutual value of which is
hereby acknowledged by each Party to this Agreement, the
Parties do hereby agree as follows.
TERMS OF AGREEMENT
Article 1 - Definitions
1.1 "Engineering Consulting Services Agreement" means a
written agreement, to be entered into by and between the
Law Firm and the Engineering Firm for the purpose of
engaging the Engineering Firm to evaluate the costs, cost-
effectiveness, and efficacy of underground electric
distribution facilities as compared to overhead electric
distribution facilities, in terms of reliability and other
benefits, and to prepare appropriate documentation of its
evaluations and analyses. A copy of the Engineering
Consulting Services Agreement is attached to this Agreement
as Appendix 1.
1.2 "Engineering Firm" means Power Services, Inc., 1609
Heritage Commerce Court, Wake Forest, North Carolina 27587.
7
EXECUTION VERSION 2.0, MAY 23, 2006
1.3 "Law Firm" means Young van Assenderp, P.A., 225
South Adams Street, Suite 200, Tallahassee, Florida 32301.
1.4 "Legal Services Agreement" means a written
agreement engaging the Law Firm to perform certain legal
services in furtherance of this Agreement, including,
without limitation, entering into the Engineering
Consulting Services Agreement with the Engineering Firm on
behalf of the MUUC, and any other services that the Parties
agree to engage the Law Firm to perform in furtherance of
the purposes of this Agreement. A copy of the Legal
Services Agreement is attached to this Agreement as
Appendix 2.
1.5 "MUUC" shall mean the Municipal Underground
Utilities Consortium, which is the name under which the
Parties will enter into any agreements ancillary to, and in
furtherance of, the purposes of this Agreement, and under
which the Parties may collectively participate in any
activities contemplated by this Agreement. The term "MUUC"
may also refer to a non-profit corporation that the Parties
may elect to form for these purposes.
Article 2 - Purpose and Authorized Activities
2.1 The purpose of this Agreement is to provide a
means, pursuant to the provisions of Chapter 163, Florida
Statutes, for the Local Governments who are Parties to this
Agreement to mutually promote the installation of
underground electric and other utility and utility -type
facilities, in the public interest; to mutually promote the
conversion of existing overhead electric and other utility
and utility -type facilities to underground facilities, in
the public interest; to promote and ensure, to the maximum
extent feasible and practicable, that underground
installations and conversions are paid for through
appropriate, fair, just, equitable, and reasonable
combinations of utility funding and funding by entities,
such as the Local Governments, that apply for the
installation and conversion of underground facilities; and
to mutually participate in and support activities in
furtherance of these and related efforts.
0
EXECUTION VERSION 2.0, MAY 23, 2006
2.2 To the extent necessary, the Parties who have
entered into this Agreement agree to engage in any formal
transactions necessary to the accomplishment of the
purposes of this Agreement in the name of the Municipal
Underground Utilities Consortium. If deemed necessary, the
Parties agree that they hereby authorize the formation of a
legal entity, such as a non-profit corporation or non-
profit limited liability company, having a name identical
or similar to Municipal Underground Utilities Consortium,
Inc., or Municipal Underground Utilities Consortium, L.L.C.
2.3 Specific activities contemplated by this Agreement
include the following:
a. Funding a comprehensive life -cycle cost and cost-
effectiveness study of undergrounding electric distribution
facilities, including comparative evaluation of the costs
and benefits of underground vs. overhead facilities, such
study to be performed by the Engineering Firm under the
Engineering Consulting Services Agreement.
b. Participating in any relevant proceedings before
any governmental agency having jurisdiction, including,
without limitation, rulemaking or other proceedings before
the Florida Public Service Commission, legislative
activities before the Florida Legislature or before any
other legislative or quasi -legislative body in Florida
having relevant jurisdiction, and any other relevant
proceedings and activities before any court, tribunal,
agency, executive, or legislative body having jurisdiction
over the subject matter of undergrounding utility and
utility -type facilities in Florida.
2.4 Authorization to enter into the Legal Services
Agreement is granted by all of the Local Governments upon
the execution of this Agreement. For purposes of this
Agreement, as of June , 2006, the Local Governments
recognize, understand, and agree that the only costs to be
shared under the Legal Services Agreement are the costs
associated with the Engineering Consulting Services
Agreement.
2.5 The Local Governments agree that this Agreement
shall provide the legal vehicle and framework for the Law
9
EXECUTION VERSION 2.0, MAY 23, 2006
Firm hired pursuant to the Legal Services Agreement to
provide additional services in connection with future
activities pursuant to this Agreement, but that any such
further activities shall be subject to the shared -funding
provisions of this Agreement only upon the written
execution of a written "memorandum of understanding and
authorization" or similar document by each Local Government
electing to participate in such activities on a shared -
funding basis.
2.6 The Parties specifically agree that this Agreement
shall be construed such that no individual Local Government
shall be.limited by this Agreement to participating in any
such activities only through this Agreement, and that it is
the intent of all Parties to this Agreement that any
individual Party (Local Government) shall be free to
participate in any proceedings before any tribunal, court,
executive agency, legislative or quasi -legislative body, or
any other government agency, to promote its own interests
as it deems appropriate.
2.7 Authorization for the Law Firm to enter into the
Engineering Consulting Services Agreement, on behalf of the
Parties and pursuant to the shared -funding provisions of
this Agreement, is granted by all of the Parties upon the
execution of this Agreement. Each Party to this Agreement
further agrees to pay its share of the costs for the
Engineering Consulting Services Agreement to the Law Firm
within 20 days following execution of this Agreement.
Article 3 - Duration, Term, and Termination
3.1 This Agreement shall be effective as between all of
the Parties as of the day of June, 2006, and shall
continue in effect until the earlier of (a) December 31,
2008 or (b) the date upon which there remains at most only
one (1) Local Government that has not submitted a Notice of
Termination of Participation in this Agreement as provided
in Section 3.2.
3.2 Termination of a Party's participation in this
Agreement shall be effected by the Party submitting a
written Notice of Termination to each other Party.
10
EXECUTION VERSION 2.0, MAY 23, 2006
Termination shall not relieve a Party of the obligation to
provide any funds that it has committed to provide, and
termination shall not entitle a Party to a refund of any
amounts paid in, except as provided in Section 10.3 below.
Article 4 - Organization
4.1 The Municipal Underground Utilities Consortium is
intended to be and shall be an organization, whether
incorporated or not, for the purpose of furthering the
undergrounding of electric and other utility and utility -
type facilities, including the related purpose of
furthering the state of knowledge regarding undergrounding.
4.2 It is the desire and intent of the Parties that
decisions made under this Agreement shall be by consensus.
However, if a consensus is not fully achievable in any
particular instance, then decisions shall be made by the
affirmative vote of at least two-thirds of all of the
Parties to this Agreement that have agreed to participate
in funding the activity with respect to which the decision
is being made.
4.3 It is the desire and intent of the Parties that
decisions made under this Agreement, relating to matters
and issues other than activities for which the Parties have
contributed funding support, shall also be made by
consensus of those Parties who have contributed funding to
other activities of the MUUC pursuant to this Agreement.
If in a particular instance, a consensus is not fully
achievable, then decisions regarding such issues or matters
shall be made by the affirmative vote of two-thirds of all
of the Parties to this Agreement that have contributed
funding toward any activity of the MUUC pursuant to this
Agreement within two years preceding the date on which the
decision is being made, providing that such Parties have
not terminated their participation in this Agreement
pursuant to Section 3.2 above.
4.4 If the Parties decide to form a corporate entity to
carry out the purposes of this Agreement, they hereby agree
that the Bylaws of such corporate entity shall reflect the
decision rules set forth in Sections 4.2 and 4.3 above.
11
EXECUTION VERSION 2.0, MAY 23, 2006
Article 5 - Manner of Funding
5.1 Funding shall initially be made by direct
contributions by each Party participating in the initial
cost-effectiveness study of undergrounding to the entity
having responsibility to make disbursements. For the
initial study, this means that the contributions shall be
made to the Law Firm, which shall then disburse funds to
the Engineering Firm in accordance with the Engineering
Consulting Services Agreement.
5.2 Funding for subsequent activities shall be made via
direct contributions by each Party participating in any
such activity to either the Town of Palm Beach, or to the
Law Firm, or to any other entity that the Parties may
designate to be the recipient of such contributions and
disburser of funds, provided that such designation of any
other entity shall be reflected in a written "memorandum of
understanding and authorization" or similar document
executed by the participating Parties.
5.3 As provided in Articles 11 and 12 below, additional
funding shall be sought from any lawful source.
Article 6 - Manner of Disbursements
6.1 Disbursements made directly on behalf of the MUUC
shall be made by checks drawn on the accounts of the MUUC
or on accounts of any Party authorized to receive and
disburse funds pursuant to this Agreement on behalf of the
Parties. For purposes of the payments for engineering
services contemplated under this Agreement, this shall
include disbursements by check from the Law Firm's trust
account to the Engineering Firm.
Article 7 - Method of Allocatinq Cost Responsibilit
7.1 Funding shall be shared by the Parties
participating in the MUUC on the following basis. For the
initial comprehensive evaluation of the life -cycle costs,
cost-effectiveness, and efficacy of undergrounding electric
utility facilities contemplated by this Agreement, each
12
EXECUTION VERSION 2.0, MAY 23, 2006
Party's share shall be as set forth in Appendix 3, subject
to potential adjustments as follows. The Parties
understand that the amounts set forth in Appendix 3 are
intended to be each Party's share of the undergrounding
cost-effectiveness study, but the Parties further
understand that the amounts shown in Appendix 3 are subject
to approval and authorization by the respective governing
bodies (e.g., town councils or city commissions) of each
town and city listed in Appendix 3. In the event that one
or more Parties does not receive authorization by its
governing body for the amount shown in Appendix 3, but
receives funding for a lesser amount, then the Parties
agree that each Party's share will be recalculated pursuant
to the formula described in Section 7.2 immediately
following this Section 7.1, so as to make up any
difference. The maximum contribution of $12,000.00 shall
continue to apply in any such recalculation. In its sole
discretion, any Party may, at any time, unilaterally agree
to provide, and may provide, funding in an amount greater
than its share shown in Appendix 3 or calculated pursuant
to Section 7.2.
7.2 For each future activity undertaken by the Parties
pursuant to this Agreement, each Party may elect to
participate or not participate in funding the activity.
For those Parties that elect to participate in funding any
such future activity, and for any additional parties (see
Article 9 below) that join in the initial efforts
contemplated under this Agreement, the following shall be
the formula for determining each Party's share of the
funding (cost) of the activity. Each Party's share shall
be computed as the total agreed-upon funding level for the
activity multiplied by a factor calculated by (a) dividing
the Party's population by the sum of the populations of all
participating Parties, then (b) dividing the Party's
taxable property value by the sum of the taxable property
value of all participating Parties, then (c) adding the
values produced by steps (a) and (b) above together, and
(d) dividing each Party's resulting sum by the total sum of
all such factors for all participating Parties; provided,
however, that in no event shall any Party's or Additional
Party's share exceed any cap agreed to by the Parties for
the specific activity.
13
EXECUTION VERSION 2.0, MAY 23, 2006
7.3 Funding for specific activities may be made in any
other manner mutually agreed upon by the Parties
participating in funding such activity, provided that any
such other funding method shall be incorporated in a
written "memorandum of understanding and authorization" or
similar document executed by all Parties participating in
such activity.
Article 8 - Manner of
.-ging Necessary Personnel and Firms, Incli
sing Services and Enterinq Into Contracts
8.1 The Parties, acting through the MUUC, shall engage
the Law Firm pursuant to an appropriate written letter or
agreement memorializing the terms of that engagement.
8.2 The Parties designate Thomas G. Bradford, Deputy
Town Manager for the Town of Palm Beach, and Kathleen
Dailey, Assistant City Manager of the City of Punta Gorda,
as their authorized agents for purposes of signing any
agreements authorized by the Local Governments, including,
without limitation, the Legal Services Agreement pursuant
to this Agreement and any future authorizations granted by
the Parties.
8.3 The Law Firm and any other necessary providers of
contract services shall be engaged by written agreement in
the name of the Municipal Underground Utilities Consortium.
To the extent authorized pursuant to the shared -funding
provisions of this Agreement, payments to the Law Firm
shall be made directly by the Town of Palm Beach.
8.4 The Parties agree and understand that the
Engineering Firm shall be engaged as a consultant to the
Law Firm; that the Local Governments shall remit their pro
rata shares of the costs for the Engineering Consulting
Services Contract to the Law Firm, which shall hold such
funds in its trust account until disbursement to the
Engineering Firm; and that the Engineering Firm shall be
paid by the Law Firm directly. The Engineering Firm shall
be engaged by the Law Firm through the Engineering
Consulting Services Agreement, which shall identify the
14
EXECUTION VERSION 2.0, MAY 23, 2006
MUUC as a beneficiary of the work to be performed pursuant
to that agreement.
Article 9 - Additional Parties
9.1 Additional Parties. Any Florida municipality or
Florida local government having the power to enter into
interlocal agreements such as this Agreement may, subject
to the provisions of this Agreement, join in the efforts
and activities provided for by this Agreement. Any
municipality or local government joining in these efforts
after the initial execution of the Agreement shall be known
as an "Additional Party." In general, recognizing the
benefit that the contemplated cost-effectiveness study of
undergrounding will provide to all Florida municipalities,
the initial Parties to this Agreement support and encourage
the participation of Additional Parties.
9.2 Funding Contributions by Additional Parties. Any
Additional Party joining this Agreement after its initial
execution shall pay a share of the cost of the cost-
effectiveness study of undergrounding calculated pursuant
to the formula set forth in Section 7.2 above, subject to a
per -Party maximum contribution of Twelve Thousand Dollars
($12,000.00). Payment shall be made in accordance with
Sections 2.7 and 5.1 above.
Article 10 - Provision for Return of Any Surplus Funds
to Participating Parties
10.1 Once a Party has committed in writing to
participate in the Undergrounding Cost -Effectiveness Study,
its payment shall be made to the Law Firm within twenty
(20) days following the Party's execution of this
Agreement. Except as provided in this Article 10, no part
of any such payment shall be refundable, including if and
when the Local Government withdraws from the MUUC.
10.2 Once a Party has committed in writing
participate in any other activity of the MUUC,
shall be made to the Town of Palm Beach (in the
agreement to fund activities by the Law Firm),
15
to
its payment
case of an
to the Law
EXECUTION VERSION 2.0, MAY 23, 2006
Firm (for example, in the case of additional work
activities to be undertaken by the Engineering Firm), or to
another entity as designated in writing by the Parties,
forthwith. Except as provided in this Article 10, no part
of any such payment shall be refundable, including if and
when the Local Government withdraws from the MUUC.
10.3 If there are undisbursed funds remaining in
connection with any activity authorized by the Parties at
the conclusion of such activity, and after all invoices and
costs have been duly paid, then any such undisbursed funds
shall be refunded by the entity then in possession of such
funds (e.g., the Law Firm in the case of funds held in the
Law Firm's trust account toward payments to the Engineering
Firm, or the Town of Palm Beach in the case of funds held
by the Town of Palm Beach in connection with anticipated
payments to the Law Firm) to each Local Government that
contributed funds to such activity, pro rata, according to
the percentage that each respective Local Government
contributed to the total amount of funds contributed toward
the shared funding support of such activity.
Article 11 - Acceptance of Gifts, Grants,
or Assistance Funds
11.1 The MUUC is authorized to apply for, request,
receive and accept gifts, grants, or assistance funds from
any lawful source to support any activity authorized under
this Agreement. It is the intent of the Parties that the
MUUC apply for, request, and obtain as much support from
other sources as is lawful to further the efforts of the
MUUC under this Agreement. It is further the intent of the
Parties that this Agreement shall be construed as broadly
as possible to promote the acquisition of gifts, grants, or
assistance funds to support the purposes of this Agreement
from any other lawful sources.
Article 12 - Making of Claims for Federal or State Aid
12.1 The MUUC is authorized to apply for, request,
receive and accept any available federal or state aid,
grants, or assistance funds to support any activity
authorized under this Agreement. It is the intent of the
RE
EXECUTION VERSION 2.0, MAY 23, 2006
Parties that the MUUC apply for, request, and obtain as
much support from federal, state, and other sources as is
lawful to further the efforts of the MUUC under this
Agreement. It is further the intent of the Parties that
this Agreement shall be construed as broadly as possible to
promote the acquisition of federal or state aid or
assistance funds to support the purposes of this Agreement.
'ticle 13 - Indemnification; Manner of Responding to A
Claims for Liability; Insuring Against Such Liability
13.1 Indemnification. Each Party shall be liable for
its own actions and negligence. To the extent permitted by
law, each Party shall indemnify, defend, and hold harmless
the other Parties against any actions, claims, or damages
arising out of the Party's negligence of actions. The
foregoing indemnification shall not constitute a waiver of
sovereign immunity beyond the limits set forth in Section
768.28, Florida Statutes, nor shall it be construed to
constitute an agreement by any Party to indemnify any other
Party for such other Party's negligent, willful, or
intentional acts or omissions.
13.2 Responding to Claims for Liability. Each Party
shall respond on its own behalf for any claims involving
its own actions and negligence. If a claim is made against
the MUUC or against all Parties together, then the Parties
shall first meet to discuss and negotiate among themselves
as to how best to respond to any such claims and as to how
to fund any expenses associated with such response. If the
Parties do not reach another agreement as to funding any
response to a claim made against the MUUC or against all
Parties together, then the Parties shall make any relevant
decisions pursuant to the decision-making provisions of
Sections 4.2 or 4.3 above, as either section may be
applicable in a particular instance.
13.3 The parties may, pursuant to the decision-making
provisions of Section 4.2 or 4.3 above, as applicable,
undertake to procure insurance against liability that might
be incurred by the MUUC or by the Parties together.
17
EXECUTION VERSION 2.0, MAY 23, 2006
13.4 Survival of Obligations. This Article 13 shall
survive the termination of this Agreement. Any other term,
condition, covenant, or obligation that requires the
performance by a Party, relative to its obligations under
this Article 13, subsequent to the termination of this
Agreement shall remain enforceable against such Party
subsequent to such termination.
Article 14 - Dispute Resolution
14.1 Resolution Of Disputes Relative to Parties'
Payment Obligations to Support the Joint Efforts
Contemplated In This Agreement. In the event that any
dispute, controversy or claim relating to the Parties'
payment obligations arising out of or relating to this
Agreement or relating to the breach, termination or
validity thereof should arise between the Parties (a
"Dispute"), the Party or Parties asserting the existence of
a Dispute shall deliver to the other Parties a written
notice identifying the disputed issue. The Parties shall
first meet, through designated representatives having
authority to resolve any such Dispute, for the purpose of
resolving such Dispute informally. In the event that the
Dispute cannot be resolved informally, then any Party may
initiate binding arbitration proceedings, which shall be
conducted in accordance with the then -current American
Arbitration Association's ("AAA") Large, Complex Commercial
Rules or other mutually agreed upon procedures. Each Party
that participates in arbitration proceedings pursuant to
this Agreement shall bear its own attorneys' fees and
costs, and all other costs incurred by such Party, in
connection with the arbitration.
14.2 Resolution of All Other Disputes. In the event
that any dispute, controversy or claim arising out of or
relating to this Agreement or the breach, termination or
validity thereof should arise between the Parties (a
"Dispute"), the Party or Parties asserting the existence of
a Dispute shall deliver to the other Parties a written
notice identifying the disputed issue. The Parties shall
first meet, through designated representatives having
authority to resolve any such Dispute, for the purpose of
resolving such Dispute informally. In the event that the
le
EXECUTION VERSION 2.0, MAY 23, 2006
Dispute cannot be resolved informally, then any Party may
initiate binding arbitration proceedings, which shall be
conducted in accordance with the then -current American
Arbitration Association's ("AAA") Large, Complex Commercial
Rules or other mutually agreed upon procedures. Each Party
that participates in arbitration proceedings pursuant to
this Agreement shall bear its own attorneys' fees and
costs, and all other costs incurred by such Party, in
connection with the arbitration.
14.3 It is the Parties' intent that any arbitration
proceedings conducted under this Agreement be held in Palm
Beach County, Florida, or in another location that is
mutually acceptable to all Parties involved in the
arbitration proceedings.
Article 15 - Accountability for Funds; Audit
15.1 Accounting. Each entity that receives funds from
the participating Local Governments in furtherance of the
activities contemplated by this Agreement, including,
without limitation, the Town of Palm Beach and the Law
Firm, shall be accountable for the prudent handling of
funds received and for disbursing funds only for authorized
purposes pursuant to this Agreement. Each such entity
shall, upon completion of its duties with respect to such
funds received, provide an unaudited accounting of receipts
of such funds and expenditures made from such funds. Such
unaudited accounting shall be of the type and scope that
such entity normally prepares for its own internal records
of such transactions, and such accounting may, if
practicable, be accomplished simply by the respective
entity's furnishing copies of its accounting records and
bank statements with the receipts and expenditures
indicated.
15.2 Audit. Any Party may, at its sole expense, have
an audit of the receipts and expenditures pursuant to this
Agreement conducted by a Certified Public Accounting firm
licensed to practice in the State of Florida.
19
EXECUTION VERSION 2.0, MAY 23, 2006
Article 16 - Representations and Warranties
16.1 By the signature of its authorized representative
below, each Local Government confirms, represents, and
warrants to all other Parties to this Agreement that it has
the requisite approval of its governing council,
commission, board, or other governing body to enter into
this Agreement, and that the person signing on behalf of
each Local Government is duly authorized to bind the Local
Government to all of the terms, provisions, and conditions
of this Agreement.
Article 17 - Miscellaneous Provisions
17.1 Entire Agreement. This Agreement is intended by
the Parties as the final expression of their agreement, is
intended also as a complete and exhaustive statement of
their agreement with respect to the subject matter
contained herein, and supersedes any previous agreements or
understandings between the Parties.
17.2 Severability. If any term or provision of this
Agreement should be held by any court or other authority of
competent jurisdiction to be invalid, void, unenforceable
or against public policy, the remainder of this Agreement
will remain in full force and effect and will in no way be
adversely affected; provided, however, that the severance
of such term or provision does not render the performance
of a Party's material obligations pursuant to this
Agreement impracticable or impossible.
17.3 Amendments. This Agreement shall only be modified
or amended by a written agreement, which may include a
memorandum of understanding and authorization as
contemplated in Sections 5.2 and 7.3 above or a written
amendment memorandum pursuant to Section 17.5 below, duly
signed by the persons authorized to sign agreements on
behalf of each respective Party. Any such amendments to
this Agreement shall be identified appropriately so as to
avoid any confusion.
20
EXECUTION VERSION 2.0, MAY 23, 2006
17.4 Execution. The Parties understand and agree that
each is executing this version of the Agreement, titled
"EXECUTION VERSION 2.0, MAY 23, 2006" ("Execution Version")
and that each Party has a copy of this Execution Version
and has had an adequate opportunity to review same. For
convenience and efficiency, the Parties agree that
execution of this Agreement shall be accomplished as
follows: each Party shall execute a signature page bearing
appropriate identifying information for the person
authorized to sign on behalf of the Party, and each Party's
execution of that signature page shall be recognized as
full and complete execution of this Agreement as though the
Parties had all signed the same signature page. Each Party
shall submit an original signed signature page to Mr.
Thomas G. Bradford, Deputy Town Manager for the Town of
Palm Beach, who, by agreement of the Parties, will hold all
signed original signature pages.
17.5 Execution by Additional Parties. Recognizing the
nature of the initial project to be undertaken through this
Interlocal Agreement, i.e., the comprehensive cost-
effectiveness study of undergrounding electric distribution
facilities to be funded through this Agreement and
performed by the Engineering Firm, and recognizing that the
results of that study will benefit other municipalities and
other local governments in Florida, the Parties agree that
additional local governments may join in the efforts
contemplated by this Agreement. Any additional
municipality or other local government that joins this
effort shall do so by executing a signature page in the
same form as those executed by each initial Party
identified hereinabove; such additional local government's
joining and participation shall be acknowledged by a
written amendment memorandum, to be as brief as possible,
confirming same, which shall be executed via individual
signature pages by all Parties.
17.6 Notices. All notices or other communications to
be given or made hereunder shall be in writing, shall be
addressed for the attention of the Persons indicated on the
attached Appendix 4, and shall be delivered personally or
sent by a nationally recognized overnight courier service
or facsimile.
21
EXECUTION VERSION 2.0, MAY 23, 2006
17.7 Force Majeure Events. A "Force Majeure Event"
shall mean an event or circumstance that is not reasonably
foreseeable, is beyond the reasonable control of and is not
caused by the negligence or lack of due diligence of the
affected Party or its contractors or suppliers. Such
events or circumstances may include, but are not limited
to: actions or inactions of civil or military authority
(including courts and governmental or administrative
agencies), acts of God, war, riot or insurrection,
terrorism, blockades, embargoes, sabotage (including, but
not limited to, arson and vandalism), epidemics, explosions
and fires not resulting from the negligence or lack of due
diligence on the part of the affected Party, hurricanes,
floods, strikes, lockouts or other labor disputes (not
caused by the failure of the affected Party to comply with
the terms of a collective bargaining agreement). Other
than the obligation to pay money, which shall not be
suspended in or due to a Force Majeure Event, no Party
shall be liable to any other Party or Parties for any
failure or delay in performance of any obligation under
this Agreement due to the occurrence of a Force Majeure
Event. Whenever a Force Majeure Event occurs, the Parties
shall, as quickly as possible and to the extent consistent
with the affected Party's or Parties' best commercially
reasonable efforts, eliminate or cure the cause of the
Force Majeure Event and resume performance in full
compliance with this Agreement.
17.8 Choice of Law. This Agreement shall be governed
by and construed in'accordance with the laws of the State
of Florida, without reference to its conflict of laws rules
or any principles that would trigger the application of any
other law. The Parties agree that any arbitration
proceedings conducted under this Agreement shall be held in
Palm Beach County, Florida, or in another location that is
mutually acceptable to all Parties involved in the
arbitration proceedings.
17.9 Assignment. It is expressly understood and agreed
that this Agreement is made by, between, and among the
Parties who have executed the Agreement. No Party shall
have the right to assign any rights, duties, benefits, or
other interests that it may have pursuant to this Agreement
22
EXECUTION VERSION 2.0, MAY 23, 2006
without the express written consent of all other Parties to
the Agreement.
17.10 Survival. The provisions of Article 1
(Definitions), Article 13 (Indemnification; Manner of
Responding to Claims for Liability and Insuring Against
Liability), Section 14 (Resolution of Disputes), and this
Article 17 (Miscellaneous Provisions), together with any
other provisions of this Agreement relating to the handling
of confidential information, shall survive the termination
of this Agreement.
IN WITNESS WHEREOF, the Parties, pursuant to the
Execution provisions set forth in Section 17.4 above, have
executed and delivered this Agreement as of the date first
above written. The signature pages are set forth beginning
at page S-1 of this Agreement.
23
APPENDIX 1
YOUNG VAN ASSENDERP, P.A.
ATTORNEYS AT LAW
Attorneys:
Tasha O. Bolen!
David S. Dca
Ronald A. Lalwsky
John T. LaVia, BI
Philip S. Fames
Tiutothy R Qualls
Kenna van Asunderp
Robert Scheffel Wright
Roy C. Young
Gregory L. Booth, P.E., President
Power Services, Inc.
1609 Heritage Commerce Court
Wake Forest, NC 27587
oellie's Hell
225 South Adams Sheet
Suite 200
Peal orrice Boz 1833
(ZIP 32302-1833)
Tallahassee, Florida 32301
Telephone (850) 222-7206
Telecoplar (850) 561.6834
May 17, 2006 DRAFT
Re: Engagement for Undergrounding Study
Dear Mr. Booth:
Of Counsel Attorneys:
Daniel H. Cox
David B. Erwin
Joseph W. Landers, Jr.
George Ann C. Bracko
Executive Director
By this letter, Young van Assendelp, P.A. ("YVA"), in its role as special
counsel to the Municipal Underground Utilities Consortium ("MUUC"), is
agreeing to engage your company, Power Services, Inc. ("Power Services"), to
provide engineering consulting services as described in your letter and
accompanying proposal dated April 12, 2006. A copy of your letter and proposal
are attached to this letter and are incorporated as an integral part of this agreement.
Your signature below will confirm acceptance on behalf of Power Services, Inc.
The only modifications to your April 12 letter that are effected by this letter
are as follows:
1. Power Services is not authorized to begin work, and YVA is not obligated
to pay for any work performed, until YVA shall have issued a written Notice to
Proceed. Such Notice to Proceed will be issued as soon as practicable in light of
funding made available to YVA by the MUUC.
2. The initial Notice to Proceed may be limited to individual phases of the
Undergrounding Study as specified in your April 12 proposal. If the initial Notice
APPENDIX 1
to Proceed is thus limited, then authorization to perform work, and YVA's
corresponding obligation to pay for such work, shall be limited to the phase scope
and dollar amount set forth on the page of your April 12 proposal titled
"FLORIDA UNDERGROUNDING STUDY, SUMMARY FEE SCHEDULE."
3. Power Services understands that YVA is paying for the services solely with
funds to be provided by the MUUC, and that YVA will pay Power Services for
satisfactorily completed work, including partially completed work, as soon as
reasonably practicable following such completion of work. By way of example,
assuming that funds are immediately available to YVA, and assuming that a
portion of the work has been satisfactorily completed, YVA will endeavor to remit
payment to Power Services within five (5) business days.
Please execute one copy of this letter and return to me at your earliest
convenience. I will issue a Notice to Proceed as soon as the MUUC confirms its
funding commitment to YVA.
Please call me with any questions. I look forward to working with you on
this meaningful project.
Cordially yours,
APPENDIX 1
Power
MMNWVnK*aS# *"For VdNAW'
April 12, 2006
Mr. Schef Wright
Young, Eand, Assenderp Law
225 South Adams Street
Tallahassee, Florida 23201
Subject: Undergrounding Study
Phases I - III Services
Dear Mr. Wright:
1609 Heritage Commerce Court
Wake Forest, NC 27567
1 -866 -DG SKILL (347.5455), Ext 257
Tel: 919.453-1756
Fax: 919-453.1768
wwmpowerservkes.com
Per your request, I am forwarding this letter of engagement. The scope of work is
based upon Phases I, II, and III of our March 29, 2006 proposal.
The total project fee is a not -to -exceed amount for the scope of work we have
discussed, as reflected on the attached Summary Fee Schedule, unless a change in
scope is otherwise authorized In writing. Billing will be on a monthly basis in accordance
with the effort expended using our Municipal Standard Schedule of Rates.
Please execute one copy of this letter and return to us to engage PowerServices for this
project If you have any questions or require any clarification, please contact me. We
look forward to providing our services to you and your clients.
Sincerely,
Gre ory L Booth, PE
Pres/den[
PowerSerNcros Inc.
glb/sk
Attachment
Authorization for Phases I,11, and III:
Acceptance Signature
Printed Name
Date
0
APPENDIX 1
FLORIDA UNDERGROUNDING STUDY
SUMMARY FEE SCHEDULE(')
PROJECT FEE(2) $ 120,000.00
cu Pee schedule Is based on the scope of work presented In PowerServices' March 29, 2006
proposal
The total fee reflected in the not -to -exceed price for the proposed scope of work.
Page 1 of 1 Prnwr
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im
2
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APPENDIX 2
May 23, 2006
Thomas G. Bradford, Assistant Town Manager
Town of Palm Beach
P.O. Box 2029
Palm Beach, Florida 33960
Parties to the Interlocal Agreement to Promote
Undergrounding of Utility Facilities and Related
Implementation, Dated the th day of June, 2006
Dear Mr. Bradford and Representatives of the Parties to the
Interlocal Agreement:
Thank you for engaging Young van Assenderp, P.A., and
me to represent the interests of the Parties to the above -
referenced Interlocal Agreement in their efforts to promote
underground electric service in Florida on the most cost-
effective terms possible. As per the terms of the
Interlocal Agreement, this engagement letter will refer to
the Parties collectively as the Municipal Underground
Utilities Consortium or "MUUC." This engagement letter sets
forth our understanding as to the nature and scope of the
services that Young van Assenderp will provide to the MUUC
in connection with this matter, our agreement regarding fees
for the contemplated services, and the terms on which fees
and costs will be charged in the course of the proposed
engagement.
Scope of Representation and Services to be Provided
As we have discussed in several conference calls
involving the MUUC Parties, this engagement will involve our
representing the MUUC in connection with its efforts to
obtain underground electric service, including conversions
1
APPENDIX 2
of existing overhead distribution facilities to underground,
on the most cost-effective terms possible, and subject to
fair and reasonable non -price terms and conditions.
Initially, this engagement will include only our
services as the entity that will engage Power Services,
Inc., as engineering consultants in connection with the
comprehensive evaluation of the life -cycle costs, cost-
effectiveness, and efficacy of undergrounding electric
utility facilities that is contemplated by the Interlocal
Agreement. In this role, we will engage the engineering
consultants, coordinate their work, and communicate to the
MUUC members through the Town of Palm Beach, with whom we
have a separate representational relationship in connection
with undergrounding issues.
This engagement may be expanded, at the discretion of
the MUUC and upon the agreement of Young van Assenderp, and
specifically subject to the "Conflict Waiver" provision
below, to include advice and consultation on undergrounding,
electric infrastructure reliability, and related issues;
representation in tariff approval, rulemaking, and other
proceedings before the Florida Public Service Commission;
representation in legislative activities before the Florida
Legislature or before any other legislative or quasi -
legislative body in Florida having relevant jurisdiction;
representation in any other relevant proceedings and
activities before any court, tribunal, executive agency, or
other governmental entity having jurisdiction over relevant
subject matter; and any other activities relative to the
general subject matter of electric system reliability and
undergrounding of electric facilities and other utility and
utility -type facilities.
Conflict Waiver
Each Party to this engagement agreement, regardless
whether such Party is an individual signatory hereto, hereby
expressly understands that Young van Assenderp, P.A., has
pre-existing representational relationships in relation to
the subject matter of this engagement with the Town of Palm
Beach, Florida, and with the Town of Jupiter Island,
2
APPENDIX 2
Florida, and each Party to this engagement agreement, after
consideration and after having the opportunity to discuss
this issue and this engagement agreement with its own
counsel, hereby: (1) agrees that this engagement agreement
may not be invoked in any way to prevent, inhibit, limit, or
interfere with Young van Assenderp's services to the Town of
Palm Beach or the Town of Jupiter Island in relation to
their representation by Young van Assenderp in connection
with undergrounding and related issues, and (2) expressly
waives any claim of conflict of interest relative to the
representation of the Town of Palm Beach or the Town of
Jupiter Island by Young van Assenderp.
Fees for Services and Cost Reimbursement
As to the initial scope of representation, i.e.,
engaging and coordinating the work of the engineering
consultants, Young van Assenderp will not charge the MUUC
any fees or costs. Any additional work will only be
undertaken upon the written authorization of the MUUC. Any
such work will be provided on an hourly -fee basis at our
current rates as set forth on the attached schedule. Young
van Assenderp will also charge for reimbursement of certain
out-of-pocket costs and expenses, together with applicable
taxes, if any, including: photocopying costs, telecopying
costs, all reasonable travel expenses (coach class for
domestic air flights), long distance telephone charges,
express courier service (e.g., Federal Express) charges,
extraordinary postage (e.g. Express Mail or postage expenses
for a large -volume mailing), computer research charges,
court reporting fees, filing fees, and recording costs.
Payment of Fees and Costs
No initial retainer payment will be required for this
representation. Invoices for any for services provided to
the MUUC pursuant to the Interlocal Agreement will be
submitted to the Town of Palm Beach monthly, shortly after
the first of each month, and we will expect payment within
fifteen days of the invoice date.
The Parties to the Interlocal Agreement, i.e., the MUUC
3
APPENDIX 2
members identified in the Interlocal Agreement, understand
and agree that they are obliged to reimburse Young van
Assenderp for all costs, up to the specified maximum of One
Hundred Twenty Thousand Dollars ($120,000.00) for the
subject engineering services, and that remittance of each
Party's share shall be made to the Young van Assenderp, P.A.
Trust Account pursuant to the provisions of the Interlocal
Agreement.
Commencement of Representation
Our engagement with respect to this matter will
commence upon receipt of a counter -signed copy of this
engagement letter, executed by a person or persons pursuant
to due authorization by the Parties to the Interlocal
Agreement. My signature below confirms my agreement, and
Young van Assenderp's agreement, to this engagement on the
terms set forth above.
4
APPENDIX 2
Thank you again for the opportunity to be of service.
I look forward to working with the Parties to the Interlocal
Agreement on these important matters.
2006.
Cordially yours,
YOUNG VAN ASSENDERP, P.A.
Robert Scheffel Wright
For the Firm
Accepted and agreed to this day of June,
M
(Signature
(Printed Name)
As the Authorized Representative of
The Parties to the Interlocal
Agreement Dated the day of
June, 2006
5
YOUNG VAN ASSENDERP, P.A.
SCHEDULE OF BILLING RATES 2006
ATTORNEY/SERVICE PROVIDER
ROY C. YOUNG
KENZA VAN ASSENDERP
TASHA 0. BUFORD
DAVID S. DEE
RONALD A. LABASKY
JOSEPH W. LANDERS
JOHN T. LAVIA, III
PHILIP PARSONS
TIMOTHY QUALLS
ROBERT SCHEFFEL WRIGHT
LAW CLERKS *
* NOT AN ATTORNEY
rl
HOURLY
RATE
$
200
$
200
$
200
$
200
$
200
$
200
$
200
$
200
$
200
$
200
$ 75
EXECUTION VERSION 2.0, MAY 23, 2006
APPENDIX 3
FUNDING SHARES FOR EACH PARTY IN SUPPORT OF COMPREHENSIVE
LIFE -CYCLE COST-EFFECTIVENESS AND EFFICACY EVALUATION OF
UNDERGROUNDING ELECTRIC DISTRIBUTION FACILITIES
TOTAL
24
$120,000
Local Government
Funding Share
The
City
of
Boca Raton, Florida
$ 12,000
The
City
of
Bonita Springs, Florida
7,500
The
City
of
Cocoa Beach, Florida
3,004
The
City
of
Coconut Creek, Florida
7,899
The
City
of
Cooper City, Florida
4,785
The
Town
of
Golden Beach, Florida
467
The
Town
of
Gulf Stream, Florida
478
The
Town
of
Highland Beach, Florida
1,721
The
Town
of'Juno
Beach, Florida
1,063
The
Town
of
Jupiter, Florida
9,964
The
Town
of
Jupiter Inlet Colony, Florida
184
The
Town
of
Jupiter Island, Florida
1,244
The
City
of
Lighthouse Point, Florida
2,381
The
Town
of
Manalapan, Florida
545
The
City
of
Melbourne, Florida
10,753
The
City
of
Naples, Florida
11,743
The
Village
of North Palm Beach, Florida
2,492
The
Town
of
Ocean Ridge, Florida
638
The
Town
of
Palm Beach, Florida
8,073
The
Town
of
Palm Beach Shores, Florida
488
The
City
of
Palmetto, Florida
1,924
The
City
of
Plantation, Florida
12,000
The
City
of
Punta Gorda, Florida
3,498
The
City
of
Satellite Beach, Florida
2,037
The
Town
of
Sewall's Point, Florida
614
The
Town
of
South Palm Beach, Florida
392
The
Town
of
Surfside, Florida
1,327
The
City
of
Tamarac, Florida
8,539
The
City
of
Wilton Manors, Florida
2,245
TOTAL
24
$120,000
EXECUTION VERSION 2.0, MAY 23, 2006
APPENDIX 4
PARTIES AND NOTICE INFORMATION FOR PARTIES TO THAT CERTAIN
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES,
Dated the th day of June, 2006,
By, Between, and Among
The City of Boca Raton, Florida
George S. Brown, Deputy City Manager
City of Boca Raton
201 West Palmetto Park Road
Boca Raton, FL 33432-3795
Telephone:(561)393-7703
Facsimile: (561)367-7014
E-mail: gbrown@ci.boca-raton.fl.us
The City of Bonita Sprinqs, Florida
Gary A. Price, City Manager
City of Bonita Springs
9101 Bonita Beach Road
Bonita Springs, FL 34135
Telephone (239)949-6238
Facsimile (239)949-6239
E-mail: gary.price@cityofbonitasprings.orq
The City of Cocoa Beach, Florida
Chuck Billias, City Manager
City of Cocoa Beach
City Hall
2 Orlando Avenue
Post Office Box 322430
Cocoa Beach, Florida 32932-2430
Telephone (321)868-3200
Facsimile (321)868-3226
E-mail: cbi-llias@cityofcocoabeach.com
The City of Coconut Creek, Florida
25
EXECUTION VERSION 2.0, MAY 23, 2006
David J. Rivera, Deputy City Manager
City of Coconut Creek
4800 West Copans Road
Coconut Creek, Florida 33063
Telephone (954)973-6720
Facsimile (954)328-7020
E-mail: Drivera@coconutcreek.net
The City of Cooper City, Florida
Michael F. Bailey, P.E. Utilities Director/City
Engineer
Cooper City Utilities Department
Telephone (954)434-5519
Facsimile
E-mail:mbailey@coopercityfl.org
The Town of Golden Beach, Florida
Bonilyn Wilbanks-Free, Town Manager
1 Golden Beach Dr.
Golden Beach. FL 33160-2296
Telephone
Facsimile
E-mail: bwilbanks-free@townofgoldenbeach.org
The Town of Gulf Stream, Florida
William H. Thrasher, CM, CGFO, CGFM
Town Manager
Town of Gulf Stream
100 Sea Road
Gulf Stream, FL 33483
Telephone (561)276-5116
Facsimile (561)737-0188
E-mail: bthrasher@gulf-stream.org
26
EXECUTION VERSION 2.0, MAY 23, 2006
The Town of Highland Beach, Florida
Dale Sugerman, Town Manager
Town of Highland Beach
3614 S. Ocean Boulevard
Highland Beach. FL 33487
Telephone (561)278-4548
Facsimile (561)
E-mail: bthrasher@gulf-stream.or
The Town of Juno Beach, Florida
Jeffrey Naftal, Town Manager
Town of Juno Beach
340 Ocean Drive
Juno Beach. FL 33408
Telephone (561) 626-1122
Facsimile (561)
E-mail: jnaftal@juno-beach.fl.us
The Town of Jupiter, Florida
Andy Lukasik, Town Manager
Town of Jupiter
210 Military Trail
Jupiter, FL 33458-5784
Telephone (561) 741-2214
Facsimile (561)
E-mail: andyl@jupiter.fl.us
The Town of Jupiter Inlet Colony, Florida
Joann Manganiello, Town Administrator
Town of Jupiter Inlet Colony
1 Colony Road
Jupiter Inlet Colony, FL 33469
Telephone (561)746-3787
Facsimile (561)746-1068
E-mail: jicolony@bellsouth.net
27
EXECUTION VERSION 2.0, MAY 23, 2006
The Town of Jupiter Island, Florida
Joseph Connolly, Town Manager
Town of Jupiter Island
2 Bridge Road
Hobe Sound, Florida 33480
Telephone (772)545-0100
Facsimile (772)545-0188
E-mail: (Please verify) jconnolly@tji.martin.fl.us
The City of Lighthouse Point, Florida
The Town of Manalapan, Florida
Gregory L. Dunham, Town Manager
Town of Manalapan
600 South Ocean Boulevard
Manalapan, FL 33462-3398
Telephone (561)383-2540
Facsimile (561)585-9498
E-mail: gdunham@manalapan.org
The City of Melbourne, Florida
The City of Naples, Florida
The Village of North Palm Beach, Florida
The Town of Ocean Ridge, Florida
m
EXECUTION VERSION 2.0, MAY 23, 2006
The Town of Palm Beach, Florida
Thomas G. Bradford, Deputy Town Manager
Town of Palm Beach
360 South County Road
Palm Beach, Florida
Telephone (561)838-5410
Facsimile (561)838-5411
E-mail: Tbradford@TownofPalmBeach.com
The Town of Palm Beach Shores, Florida
Cynthia Lindskoog, Town Administrator
Town of Palm Beach Shores
Town Hall
247 Edwards Lane
Palm Beach Shores, FL 33404-5792
Telephone (561)844-3457
Facsimile (561)863-1350
E-mail: cindypbs@adelphia.net
The City of Palmetto, Florida
The City of Plantation, Florida
The City of Punta Gorda, Florida
Kathleen Dailey, Assistant City Manager
City of Punta Gorda
City Hall Annex
326 West Marion Avenue
Punta Gorda, FL 33950
Telephone (941)575-3306
Facsimile (941)575-3310
E-mail: Kdailey@CI.PUNTA-GORDA.FL.US
29
EXECUTION VERSION 2.0, MAY 23, 2006
The City of Satellite Beach, Florida
The Town of Sewall's Point, Florida
The Town of South Palm Beach, Florida
Rex Taylor, Town Manager
Town of South Palm Beach
[street address]
South Palm Beach, Florida 334
Telephone (561)588-8899
Facsimile (561)588-6632
E-mail: rtaylor@southpalmbeach.com
The Town of Surfside, Florida
The City of Tamarac, Florida
The City of Wilton Manors, Florida
Joseph L. Gallegos, City Manager
City of Wilton Manors
524 NE 21 Court
Wilton Manors, FL 33305
Telephone (954)390-2191
Facsimile (954)
E-mail:
30
EXECUTION VERSION 2.0, MAY 23, 2006
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES
Dated the th day of June, 2006
By, Between, and Among
The City of Boca Raton, Florida
The City of Bonita Springs, Florida
The City of Cocoa Beach, Florida
The City of Coconut Creek, Florida
The City of Cooper City, Florida
The Town of Golden Beach, Florida
The Town of Gulf Stream, Florida
The Town of Highland Beach, Florida
The Town of Juno Beach, Florida
The Town of Jupiter, Florida
The Town of Jupiter Inlet Colony, Florida
The Town of Jupiter Island, Florida
The City of Lighthouse Point, Florida
The Town of Manalapan, Florida
The City of Melbourne, Florida
The City of Naples, Florida
The Village of North Palm Beach, Florida
The Town of Ocean Ridge, Florida
The Town of Palm Beach, Florida
The Town of Palm Beach Shores, Florida
The City of Palmetto, Florida
The City of Plantation, Florida
The City of Punta Gorda, Florida
The City of Satellite Beach, Florida
The Town of Sewall's Point, Florida
The Town of South Palm Beach, Florida
The Town of Surfside, Florida
The City of Tamarac, Florida
The City of Wilton Manors, Florida
1
INTERLOCAL AGREEMENT TO PROMOTE UNDERGROUNDING OF UTILITY
FACILITIES AND RELATED IMPLEMENTATION ACTIVITIES
Dated the 9 th day of June, 2006
SIGNATURE PAGE FOR THE TOWN OF GULF STREAM, FLORIDA
In accordance with Section 17.9 of that certain
Interlocal Agreement to Promote Undergrounding of Utility
Facilities and Related Implementation Activities, Dated the
9th day of June 2006, to which the Local Government
identified above is a Party, the person whose signature
appears below confirms the Party's acknowledgment that the
Party has received and had an adequate opportunity to
review the Execution Version of the Agreement, that he or
she has due authority to sign on behalf of the Party and to
bind the Party to its agreements, obligations, and
covenants under the Agreement, and that all representations
and warranties set forth in the Agreement relative to the
Party are true and correct to the best of his or her
knowledge, information, and belief, as of the date that
this signature page is executed.
/i -�kJ/
SIGNATURE -
PRINTED/TYPED NAME William F. Koch, Jr.
TITLE Mayor
DATE 6-9-06
WITNESS '
SIGNATURE
Rita L. Taylor
TYPED OR PRINTED NAME
s-7