HomeMy WebLinkAbout1993 12 06 - AgreementAGREEMENT
THIS AGREEMENT, entered into this ( 66 day of December, 1993 by and
between GENERAL DEVELOPMENT UTILITIES, INC., a Florida corporation, hereinafter
referred to as "GDU" and the CITY OF SEBASTIAN, FLORIDA, a municipal corporation
created under the laws of the State of Florida, acting through its City Council,
hereinafter referred to as the "City".
RECITALS
1. GDU is on even date herewith conveying the Sebastian Water and
Wastewater System (the "Utility System") to the City in accordance with that certain
City of Sebastian, Florida/General Development Utilities, Inc. Water and Sewer System
Purchase And Sale Agreement date October 12, 1993. (the "Agreement")
2. The City ultimately intends to operate the Utility System through its own
employees and under its sole discretion, but as of the date hereof, the City is unable
to operate the Utility System in its entirety.
3. Pursuant to Paragraph 4 of the Agreement, GDU agreed to provide
certain transitional services to City at no additional cost to City, but City has
requested certain additional services be provided by GDU and GDU has agreed to
provide such services in accordance with the terms set forth herein.
4. During a transition period following the date of acquisition, in addition to
the services to be provided by Utility to City, technical support relating to billing and
information processing will be required to provide uninterrupted service for the
customers of the Utility System.
5. GDU has indicated its willingness to provide technical support during the
period, not to exceed three (3) months.
6. The City desires to have GDU provide this service in accordance with the
terms set forth herein and believes this arrangement to be in the public interest.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. RECITALS:
The foregoing recitals are true and correct and are incorporated herein by
this reference.
2. SCOPE OF WORK:
The City hereby engages GDU, and GDU hereby accepts such
engagement, as an independent contractor, to provide to the City the
following technical support for billing services with respect to the Utility
Systems: (i) MIS, Treasury, GDU and other monthly processing services;
(ii) programming support services; and (iii) mailing and processing
services; (iv) access to operational equipment at GDU's division office.
GDU shall also use good faith efforts to provide data or reports
necessary to assist the City in its conversion to its' own billing system,
at no cost to the City, other than any out of pocket costs.
3. TERM OF AGREEMENT:
GDU will provide the foregoing services to the City for a period of three
(3) months following the date hereof, unless such services are no longer
required by the City and are terminated in accordance with paragraph 6
below, or extended through mutual consent of the parties.
4. COMPENSATION:
GDU shall receive as compensation for all services to be rendered
hereunder the amounts set forth in the rate schedule attached hereto as
Exhibit "A" and by this reference made a part hereof which are to be
paid as follows: (i) GDU shall submit invoices for services performed
hereunder to the City on a monthly basis; and (ii) the City shall remit
payment to GDU for all amounts owing as set forth on the invoices
within twenty (20) days following receipt of the invoices.
Notwithstanding the foregoing, if any additional services are provided
which are not included on the rate schedule attached as Exhibit "A",
GDU will be compensated only for its out of pocket costs of performing
said services (including reasonable overhead expenses), without any
additional profit.
5. LIABILITY:
GDU shall provide the technical billing services at a standard of quality
and accuracy comparable to those services that it provides to its own
operation divisions. If errors or omissions are made as a result of GDU's
billing programs, then the billing invoice shall be corrected and
redelivered to the customer at GDU's sole cost and expense. GDU shall
not be liable to the City for any damages or liabilities arising out of or in
connection with the performance of the services hereunder, except for
any actions constituting gross negligence or willful misconduct.
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6. TERMINATION OF SERVICES:
From and after the initial 90 day term hereof, either party may terminate
this Agreement upon (30) days prior written notice. Upon such
termination, the City shall immediately pay to GDU all amounts owing for
services rendered through the effective date of termination in accordance
with the schedule attached hereto as Exhibit "A".
7. REVENUES:
GDU agrees to transfer revenues on a weekly basis to the City's account
by ACH transfer, or other methods if mutually agreed upon.
8. INDEPENDENT CONTRACTOR RELATIONSHIP:
GDU is being engaged hereunder as an independent contractor and
nothing contained herein shall be construed to create a relationship of
principal and agent, employer and employee, joint venture or partnership
between GDU and the City. Accordingly, no additional benefits shall
accrue to GDU and/or the City and no withholding shall be undertaken
with respect to fees payable hereunder.
9. NOTICES:
Any notice required or permitted to be given under this Agreement shall
be in writing, and shall be deemed to have been given if delivered by
hand, sent by recognized overnight courier (such as Federal Express) or
mailed by certified or registered mail, return receipt requested, in a
postage prepaid envelope, and addressed as follows:
To GDU at: GENERAL DEVELOPMENT UTILITIES, INC.
2601 South Bayshore Drive
Miami, Florida 33133-5461
Attn: Charles E. Fancher, Jr.
President
copy to: Marcia H. Langley, Esq.
ATLANTIC GULF COMMUNITIES CORPORATION
2601 South Bayshore Drive
Miami, Florida 33133-5461
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To City at: City Manager
CITY OF SEBASTIAN
1225 Main Street
Sebastian, Florida 32958
copy to: Charles Ian Nash, Esq.
City Attorney
Frese, Nash & Torpy, P.A.
930 S. Harbor City Blvd.
Melbourne, Florida 32901
Notices personally delivered or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing shall be
deemed given three (3) days after deposit in U.S. Mail.
10. ASSIGNMENT:
This Agreement is personal to the City and GDU, and accordingly,
neither the City or GDU shall be entitled to assign its rights hereunder.
11. INTERPRETATION:
The terms "GDU" and "CITY" as used herein shall mean and include the
named parties and their respective successors and permitted assigns.
12. MISCELLANEOUS:
(a) This Agreement shall be construed and governed in accordance
with the laws of the State of Florida.
(b) In the event any term or provision of this agreement be
determined by appropriate judicial authority to be illegal or
otherwise invalid, such provision shall be given its nearest legal
meaning or be construed as deleted as such authority determines,
and the remainder of this Agreement shall be construed to be in
full force and effect.
(c) In the event of any litigation between the parties to this
Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees and court costs, including, but not limited to, fees
and costs incurred at the trial level and all appellate levels. The
parties further mutually agree that any trial shall be before a judge
only, the parties mutually waiving any trial by jury. The provisions
of this subparagraph shall survive the expiration or earlier
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termination of this Agreement co -extensively with other provisions
of this Agreement.
(d) In construing this Agreement, the singular shall be held to include
the plural, the plural shall be held to include the singular, the use
of any gender shall be held to include every other and all genders,
and captions and paragraphs headings shall be disregarded.
(e) This Agreement constitutes the entire understanding and
agreement between the parties with respect to the subject matter
herein, and supersedes all prior written and oral agreements, and
may not be changed, altered or modified except by an instrument
in writing signed by the party against whom enforcement of such
change would be sought.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first above written.
Signed, sealed and delivered
in the presence of these
witnesses:
Witness:
Print Name:
"�--/isn'SELbE L. A6t� 't
Witness:
P P i n t Name: &4e, �"-Aeow�o o p
Signed, sealed and delivered
in the presence of these
GENERAL DEVELOPMENT UTILITIES,
INC., a Florida corporation
BY:
Charles—E. Fancher, Jr.
President
(Corporate Seal)
THE CITY OF SEBASTIAN, FLORIDA, a
murpicipal cppation created e
the laws oftYe State -of FI ida
e R. Pow6ll, Mayor
ATT ST:
,
Rai inryn, F1-aI1'orai�i �1 y ZTerk
(Seal)
Appro /e as Form and Content:
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unarles lan Nas
City Attorney
Utility Billing Support
City of Sebastian
I. START UP COSTS
One Time Charge $1,000
Forms and Form Design $1,455
II.MONTHLY CHARGES
MIS Processing $944
Treasury Processing (includes
direct transfer of monthly revenues) $47
Sun Bank Processing $532
GDU Processing $64
$1,587
III.
PRONTO POST CHARGES- ACTUAL
$170
Estimate
IV.
MAILING COSTS - ACTUAL
$464
Estimate
V.
OPERATIONAL COSTS
Fixed costs:
* OFFICE LEASE - SHARED
COSTS
$50
* AT&T EQUIPMENT COSTS
- SHARED COSTS
$55
Variable Costa:
* FP&L - ACTUAL - SHARED
COSTS
$118
Estimate
SOUTHERN BELL - ACTUAL
- FULL COSTS
$161
Estimate
ACTION ANS. SERV.- ACTUAL - FULL COSTS
$298
Estimate
V. EXTRA PROGRAMMING SUPPORT 75.00/HR.
EXHIBIT A
ALL CHARGES ARE BASED ON THE FOLLOWING CONDITIONS:
- DEDICATED LINE IS LOCATED AT 2055 SKYLINE DRIVE, VERO BEACH, FL 32960
- CITY AGREES TO USE GDU'S LOCK BOX WITH TRANSFERS OF REVENUES BEING COMPLETED
ON A WEEKLY BASIS
- CITY PROVIDES GDU WITH A VOIDED CHECK FOR THE PURPOSE OF SETTING UP THE
DIRECT ACH TRANSFER PROCEDURE
- CUSTOMER PAYMENTS ARE MAILED TO P.O. BOX 025233 MIAMI, FL 33102-5233
- CITY PROVIDES GDU WITH LOGO FOR USE ON ENVELOPES FOR CITY
- NO CHANGES IN BILLING FORMS WITH THE EXCEPTION OF COLOR AND NAME OF CITY
* SHARED COSTS ARE BASED ON 508 OF ACTUAL GDU COSTS.
THESE OPERATIONAL COSTS ARE SUBJECT TO CHANGE IF GDU DOES NOT REMAIN AT OFFICE LOCATION