AGREEMENT FOR METER READINGS AND OTHER RELATED SERVICES

Transcription

1 AGREEMENT FOR METER READINGS AND OTHER RELATED SERVICES THIS AGREEMENT FOR METER READINGS (Agreement"), is made this day of January, 2008, by and between HUDSON WATER WORKS, INC. ("HWW"), a Florida Not for Profit Corporation, and PASCO COUNTY ("Pasco"), a political subdivision of the State of Florida. Preamble HWW owns, operates and maintains water meters within its meter boxes throughout its service area for the purposes of recording usage of water and billing its client for said usage. Pasco has some wastewater customers that are the same persons or entities that receive water services from HWW ("joint customers"), but Pasco does not have water meters for recording the usage of those customers. Pasco has a need for meter readings from HWW for those joint customers and HWW is willing to provide such meter readings to Pasco pursuant to the terms of this Agreement. AGREEMENT 1. Meter Reading Documents. HWW hereby agrees to provide the meter readings of the customers' meters to Pasco in the form of a computer printout in sequential order. 1.1 Dates of Readings. All meters shall be read by HWW on or about the fifteenth of each month. Meter readings will be sent via U.S. mail within seven (7) days of the meter reading completion. 1.2 Force Majeure. In the event that the meters cannot be read as provided above as a result of any events as described below, the meters shall be read on the next day that such readings can reasonably be carried out Readings by Pasco. In the event that HWW is unable to perform such readings because of such force majeure events, HWW will notify Pasco within two days of non-performance. If Pasco is able to make the readings, it may request written authorization from HWW to do so, and HWW shall respond within two days. In no event shall Pasco perform such meter readings without HWW's written authorization. If HWW wishes to obtain meter readings performed by Pasco pursuant to this paragraph, HWW shall pay Pasco pursuant to terms of paragraph 2.4 herein. 1.3 Annual Joint Meter Reading. Pasco shall have the right, but not the obligation, to have its personnel read meters with personnel from HWW on a date agreeable to HWW at anytime during the year, but only once per year. To avail itself of that right, Pasco must request said event at least sixty (60) days, but no more than one hundred and twenty (120) days prior to the time it wishes to have a joint reading. 2. Charges. HWW shall charge for meter readings, as well as other services provided pursuant to this Agreement.

2 2.1 Base Charge. HWW shall charge Pasco no more than $.60 per each individual meter reading provided as a record of HWW's meter reading cycle, during the term of this Agreement. 2.2 Re-reads. A re-read service shall be provided by HWW to Pasco via facsimile after written request of Pasco. For that additional service, HWW shall charge fifteen dollars ($15.00) for each re-read where the initial reading is determined by HWW to be correct, and there shall be no charge if the initial reading is determined by HWW to have been incorrect. 2.3 Initial and Final Reads. HWW shall also provide initial reads for new customers and final reads for those customers terminating service via facsimile. Initial and final reads shall be designated initial and final, respectively, on the documents sent to Pasco and initial reads shall include all appropriate customer billing information. These reads shall be charged at the same base charge provided for in paragraph Meter Testing. If requested by Pasco, HWW agrees to provide or arrange for meter testing services to Pasco at a charge of $35.00 for each field test by HWW personnel. When bench testing is requested by Pasco, the meter shall be removed and replaced by I HWW at a cost of $50.00 for each test, but the bench test shall be performed by Pasco at no charge to HWW. 2.5 Payment Due. Payment for meter reading documents shall be due within forty five (45) days of receipt of an invoice for service. Payment for other services except bench meter testing shall be made to HWW by Pasco within forty five (45) days of receipt of an invoice for the requested service; provided, however, Pasco will use its best efforts to make payment as soon as possible If payment is not received as stated above, it shall be cause for HWW to refuse to provide further readings or other services until payment is received, and to pursue any further remedies the law allows. 3. Prohibition on Meter Tampering. Except as otherwise provided herein in the event of force majeure nonperformance by HWW or when HWW authorizes Pasco to read or test H W s meters, Pasco will not attempt to read HWW's meters or otherwise manipulate HWW's meter boxes, meters, services or appurtenances, even if this Agreement is terminated by the parties. 3.1 Joint Sewer Cooperation. Within five (5) days of receipt of a written notice of customer delinquency from Pasco, HWW shall shut off water service to such delinquent Pasco customers in the Viva Villas Subdivision for a charge of $35 per tum-off. An additional charge of $35 will be charged for tuming service back on after written request is received by HWW from Pasco to do so. These services shall not be implemented until Pasco passes an ordinance authorizing such actions pursuant to Florida law, and provides a copy of such ordinance to HWW.

3 4. Termination/Survival. This Agreement shall terminate on January 1,2010, unless extended by an addendum signed by both parties. The Prohibition on Meter Tampering clause and the Indemnification, Hold Harmless and Defense clause of this Agreement shall survive the termination of this Agreement. 5. Indemnification, Hold Harmless and Defense. 5.1 Agreement to Indemnify and Defend. In consideration of HWW having made this Agreement with Pasco to provide meter readings and other services to Pasco, to the extent permitted by law Pasco agrees to hold HWW harmless and defend HWW from loss, damage, or liability that HWW may suffer from any liability, damages or attorney's fees which may result from claims, demands, costs, or judgments against HWW arising out of or made against HWW by reason of providing such records or documents, or as a result of or arising out of any readings of such meters by HWW, or as a result of, or arising out of any other service provided by HWW pursuant to this Agreement; provided however, pursuant to Florida law this does not include indemnification for damages arising out of the injury or damage to persons or property caused or resulting from the negligence of HWW or any of it agents, servants or employees. Pasco in no way waives its sovereign immunity. This indemnification and agreement to defend HWW shall not terminate on the date of termination of this Agreement. 5.2 Demand for Defense. HWW shall give Pasco notice of demand for defense no more than ten (10) days after being properly served with a complaint requiring Pasco's indemnity and defense pursuant to this Agreement. Failure to notify within the above deadline shall not be cause for waiver of the indemnity or defense agreement so long as such failure does not cause irreversible default. 6. Notices Pursuant to the Agreement. After execution, and until hrther written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by facsimile (receipt verified by phone), certified mail, return receipt requested or by telegram, and if to Pasco, shall be delivered to Pasco at: Bruce Kennedy Pasco County Public Wks/Utilities Bldg Little Road, Suite 205 New Port Richey, Florida and, if to HWW, shall be delivered to H W at: 8724 New York Ave Hudson, Florida, Agreement Is Entire. This Agreement supersedes all previous agreements or representations, either oral or written, in effect or implied, heretofore in effect between HWW and Pasco made with respect to the matters herein contained, and when duly executed, constitutes the entire Agreement between the parties. No additions, alterations or variations of

4 the terms of this Agreement shall be valid nor shall provisions of this Agreement be waived by either party unless such waivers are provided for herein, or such additions, alterations, variations, or waivers are expressed in writing and duly signed by both parties. 8. Force Majeure. In the event that performance of this Agreement by any party is prevented or interrupted as a result of any cause beyond the control of said party including but not limited to Acts of God or of the public enemy, war, national emergency, allocation of or other governmental restriction upon the use or availability of labor or materials, rationing, civil insurrection, riot, racial or civil disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm, hurricane, earthquake or other casualty or disaster or catastrophe, exercise of the power of Eminent Domain, moratorium, governmental rules, acts, orders, restrictions, regulations, or requirements, act or action of any government or public or governmental authority, commission, board, agency, agent, official or officer, the enactment of passage or adoption heretofore or hereafter or the enforcement of any statute or resolution, decree, judgement, restraining order or injunction of any court, said party shall not be liable for such non-performance. 9. Section Headings for Convenience Only. The section headings used in this agreement are for convenience only and have no significance in the interpretation of the body of this Agreement, and the parties hereto agree that they shall be disregarded in construing the provisions of this Agreement. 10. Warranty of Correctness of Recitations. The recitations contained in the Preamble of this Agreement are true and correct and are hereby incorporated as an integral and material part of this Agreement and the parties hereto represent and warrant the truth and accuracy thereof. 11. Florida Laws; Proper Venue Is Pasco County. The laws of Florida shall apply in enforcement and interpretation of this Agreement. The proper venue for any legal action involving enforcement or interpretation of this Agreement shall be Pasco County, Florida. 12. Document Is the Result of Mutual Draftsmanship. The terms and conditions in this Agreement are the product of mutual draftsmanship by both parties, each being represented by counsel, and any ambiguities in this Agreement or any documentation prepared pursuant to it shall not be construed against any of the parties because of authorship. The parties acknowledge that all the terms of this Agreement were negotiated at arms's length, and that each party, being represented by counsel, is acting to protect its, his, her, or their own interest. 13. Attorney's Fees & Costs. In the event a dispute arises between the parties under this Agreement, and suit is instituted, the prevailing party shall be entitled to recover his costs and attorney's fees from the non-prevailing party. As used herein, costs and attorney's fees include any costs and attorney's fees in any appellate proceeding. Provided, however, that the parties agree to provide notice of any dispute, to meet to discuss the dispute, and to make a good faith effort to resolve the dispute prior to filing suit.

5 14. Definitions. Terms utilized in this Agreement, if not otherwise defined herein, shall, in the following order of preference, be construed as: (a) defined in Florida Statutes, Florida Public Service Commission, or DEP rules and regulations; (b) defined in HWW's Rules & Regulations; (c) construed according to the utility industry trade and practice; or (d) construed given their ordinary meaning. HWW and Pasco have executed or have caused this Agreement to be duly executed on the date described above which shall be the date of the second and final signature to this documents. This Agreement shall not be enforceable with only one signature. The persons signing this document warrant that they have the authority to bind their respective entities to this Agreement. WITNESSES: HUDSON WATER WORKS, INC. Sign Name By: Craig McCart, President Type or Print Name Sign Name Type or Print Name PASCO COUNTY Pasco County BOCC Board Chairman By: Clerk of the County Commission APPROVED AS TO LEGAL FORM AND SUFFICIENCY OFFICE OF THE COUNTY ATTORNEY BY: ATTORNEY