Resolution 12-1324RESOLUTION NO. 12-1324
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF LONGWOOD, FLORIDA, FINDING THAT THE
ACQUISITION OF THE WASTEWATER UTILITY ASSETS
OF AQUA AMERICA, INC. LOCATED IN THE CITY OF
LONGWOOD, FLORIDA, IS IN THE PUBLIC INTEREST;
APPROVING A UTILITY ACQUISITION INTERLOCAL
AGREEMENT, AUTHORIZING SUCH ACQUISITION BY
THE FLORIDA GOVERNMENTAL UTILITY AUTHORITY;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Florida Governmental Utility Authority, a legal entity and public
body organized and existing under the laws of the State of Florida (the "Authority") was
established pursuant to an Interlocal Agreement, dated as of December 1, 2000, among
Sarasota County, Polk County, Nassau County, and Citrus County, for the purpose of
acquiring, owning, improving, operating and maintaining water and wastewater utility
facilities within the State of Florida; and
WHEREAS, subsequently Sarasota County and Nassau County left the Authority
and Pasco, Hendry, Lee and DeSoto Counties joined the Authority; and
WHEREAS, the Authority currently manages and operates utility systems located
in Collier, Hillsborough, Lee, and Pasco Counties; and
WHEREAS, the Authority has received an offering letter, dated as of September
20, 2012, from Aqua America, Inc. ("Aqua") for the Authority to acquire all of the utility
assets and systems owned by Aqua located in the State of Florida; and
WHEREAS, Aqua owns and operates more than ninety (90) water and wastewater
utility systems located in nineteen (19) counties and two (2) municipalities in the State of
Florida; and
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WHEREAS, the voluntary acquisition by the Authority of all the Florida utility
assets and systems owned by Aqua is in the public interest and serves the paramount
public purpose of placing such individual utility assets and systems in public ownership;
and
WHEREAS, in accordance with section 163.01(7)(g)1., Florida Statutes, the
Authority has notified the City of Longwood (the "City"), as a Host Government, of the
contemplated acquisition; and
WHEREAS, it is the desire of the City Commission of the City of Longwood to
assist and cooperate with the Authority and approve the acquisition of the utility assets
and systems of Aqua located within the City.
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) The above recitals are true and correct and are hereby incorporated herein
by reference.
(B) Aqua owns and operates the utility assets and utility system known as
Florida Central Commerce Park within the incorporated areas of the City (The "Longwood
System").
(C) The operation of the Longwood System by Aqua within the City is subject to
the regulatory authority granted to the Florida Public Service Commission under section
367.011, Florida Statutes.
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(D) Public ownership and control of the Longwood System will provide an
opportunity to: (1) further develop a city-wide approach to the comprehensive collection,
treatment, and disposal of wastewater; (2) achieve economies of scale relative to utility
operations, maintenance, customer service and management; (3) provide current and
future users of the Longwood System with cost efficient services at reasonable rates by a
governmental entity; (4) provide that the operation and maintenance of wastewater
facilities is done in a proactive and environmentally responsible manner; (5) stabilize
rates over the long term, reduce inefficient expansion and extension of service capacities.
and avoid the proliferation of smaller facilities and sites; (6) focus upon the appropriate
expansion and interconnection of existing facilities and the construction of future facilities
in a coordinated and uniform manner which avoids special or disproportionate benefit to
investor -owned utility operators or special interests at the expense of present or future
customers; and (7) offer an opportunity for local government to not only coordinate the
expansion and extension of facilities consistent with the City's comprehensive plans, but
to operate the affected utility system as part of a larger community system.
(E) Aqua has heretofore determined that it will not entertain any offers to
purchase its utility assets or systems on a piecemeal basis but will sell all of is Florida
utility assets or none of them. Accordingly, any efforts by the City -to acquire through
voluntary acquisition the Longwood System will not be entertained 'by Aqua. v- As a
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consequence, the most cost effective manner of putting the Longwood System assets in
public ownership is through the acquisition efforts of the Authority in the manner
contemplated in this Resolution.
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(A) The Authority, pursuant to section 163.01, Florida Statutes, and the
Interlocal Agreement, as amended, possesses the authority to acquire the Longwood
System and further possesses the power and authority to provide wastewater
infrastructure and service throughout the State of Florida.
(B) The City Commission hereby approves the: (1) the Utility Acquisition
Interlocal Agreement attached hereto as Exhibit A between the Authority and City, and
further authorizes the execution of such agreement by the Mayor and City Clerk; and (2)
the acquisition by the Authority of the Longwood System based upon and subject to the
terms and conditions of the Utility Acquisition Interlocal Agreement.
This Resolution becomes effective
immediately upon its adoption.
PASSE® AND DULY ADOPTED at the meeting of the City Commission of the City
of Longwood, Florida, on the 5ILk:= . day of s�Sxle. 2012.
ATTEST:
Sarah M. Mirus, MMC, MBA, City Clerk
BY:
rian D. Sackett, MEV
Approved as to form and legality for the use and reliance of the City of Longwood, Florida
EXHIBIT A
INTERLGCAL AGREEMENT RELATING TO THE ACQUISITION
BY THE FLORIDA GOVERNMENTAL UTILITY AUTHORITY OF
CERTAIN WATER SYSTEM ASSETS OF AQUA UTILITIES FLORIDA, INC.
IN THE CITY OF LONGWOOD
THIS INTERL®CAL AGREEMENT, dated as of this _ day of November,
2012.(the "Utility Acquisition Interlocal Agreement"), entered into by and between the
FLORIDA GOVERNMENTAL UTILITY AUTHORITY, a legal entity and public body
created by interlocal agreement pursuant to section 163.01(7), Florida Statutes (the "FGUA"),
and THE CITY OF LONGWOO➢), FLORIDA, a municipal corporation of the State of Florida
(the "City"), each constituting a "Public Agency" under Part I of Chapter 163, Florida Statutes.
WITNESSETH:
WHEREAS, the FGUA was established pursuant to an interlocal agreement dated as of
February 1, 1999, as amended by a First Amended and Restated Interlocal Agreement Relating
to Establislmient of the Florida Govenunental Utility Authority by and between Citrus County,
Florida, Nassau County, Florida, Polk County, Florida and Sarasota County, Florida, dated as of
December 1, 2000 (the "FGUA Interlocal Agreement"), for the purpose of acquiring, owning,
improving, operating and maintaining water and wastewater utility facilities; and
'WHEREAS, since the adoption of the FGUA Interlocal Agreement the FGUA
membership has changed and is now comprised of Citrus County, Desoto County, Hendiy
County, Lee County, Pasco County, and Polk County; and
WHEREAS, pursuant to the Interlocal Act, the FGUA is negotiating to purchase certain
water utility facilities owned by Aqua Utilities Florida, Inc. ("Aqua") located in the City
commonly known as the Florida Central Commerce Park wastewater system ("Longwood
System"); and
WHEREAS, as a condition of securing City's consent as a host government under the
Chapter 163 Florida Statutes, which is a prerequisite to FGUA acquisition of the Longwood
System, the parties wish to document certain aspects of their relationship subsequent to the
FGUA acquisition.
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NOW, THEREFORE, in consideration of the foregoing and the covenants contained
herein, :it is mutually agreed and understood by and between the City and the FGUA as follows:
SECTION 1. NOTICE OF INCREASE IN RATES. The FGUA shall provide
to the City notice of any proposed increase in rates, fees and charges, and any change in
customer service classifications, at least thirty (30) days prior to the hearing date established by
the FGTJA for consideration of such changes, except that notice shall not be required for annual
indexing adjustments (cost of living increases) to such rates and charges.
.SECTION 2. ANNUAL Sl(JBMISSION OF CAPITAL IMPROVEMENT
PROGRAM AND BUDGET. The FGUA shall submit to the City each year a copy of its draft
and final five-year capital improvement plan and budget for the Longwood System.
SECTION 3. APPROVALOF SERVICE AREA EXPANSION. The FGUA
and the City agree that the FGUA will not, without the prior consent of the City, extend its
service area within the incorporated areas of the City or within the City's utility service areas
beyond that service area which Aqua had the right to serve on the date of FGUA's acquisition of
the Longwood System pursuant to its Certificate of Authorization duly awarded by the Florida
Public Service Commission.
SECTION 4. STORMWATER, WASTEWATER INTERCONNECTION
AND TRANSFER FEASIBILITY. FGUA agrees, in good faith, to cooperate and negotiate
with the City for the purpose of exploring the feasibility of.
(i) interconnecting the Longwood System with the wastewater utility system owned and
operated by the City;
(ii) establishing a City owned and operated master planned stormwater retention area for
the Florida Central Commerce Park and surrounding lands on the real property in which the
Longwood System currently resides; and
(iii) the ultimate transfer the Longwood System, inclusive of all facilities, assets and
customers, to the City.
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SECTION 5. GENERAL PROVISIONS.
(A) Except as specifically set forth herein, nothing herein shall be deemed to
authorize the delegation of any of the constitutional and statutory duties of the State of Florida,
the FGUA, the City or any officer thereof.
(B) A copy of this Utility Acquisition Interlocal Agreement shall be filed with the
Clerk of the Circuit Court of Seminole County, Florida and the Clerk of the Circuit Court of
Leon County, as required by the Interlocal Act.
(C) The City shall not be obligated to pay any debts, obligations or liabilities arising
as a result of any actions of the FGUA, any Director of the FGUA, or any other agents,
employees, officers, or officials of the FGUA, except to the extent otherwise mutually agreed
upon, and neither the FGUA, the Directors, nor any other agents, employees, officers or officials
of the FGUA have any authority or power to otherwise obligate the City in any manner. FGUA
holds the City and the City's appointed and elected officials, officers, employees, attorneys and
agents, harmless concerning or relating to FGUA's acquisition, operation and maintenance of the
Longwood System.
(D) In the event that any provision of this Utility Acquisition Interlocal Agreement
shall, for any reason, be determined invalid, illegal or unenforceable in any respect by a court of
competent jurisdiction, the other provisions of this Utility Acquisition Interlocal Agreement shall
remain in full force and effect.
(E) This Utility Acquisition Interlocal Agreement shall be construed and governed by
the laws of the State of Florida. In event of any litigation arising from or relating to this Utility
Acquisition Interlocal Agreement, the parties agree that exclusive venue shall be in a court of
proper jurisdiction in and for Seminole County, Florida.
(F) The FGUA agrees that its staff will meet with City representatives at their request
to review or discuss any matter that is a subject of this Utility Acquisition Interlocal Agreement.
SECTION C. NOTICE. Notice when required to be given under this Utility
Acquisition Interlocal Agreement shall be provided by U.S. Mail, express delivery service (e.g.
Fedex, UPS, etc.), or in person, to the following persons:
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If to FGUA: System Manager
Government Services Group, Inc.
1500 Mahan Drive, Suite 250
Tallahassee, Florida 32308
Attention: Robert Sheets
Email: Rsheets@govserv.com
If to City: City of Longwood
Attn: City Administrator
175 West Warren Avenue
Longwood, Florida 32750
SECTION 7. EFFECTLVIE DATE. This Utility Acquisition Interlocal
Agreement shall become effective on the latter of (a) the dated date hereof or (b) the last date the
last of the parties hereto executes this Interlocal Agreement and the filing requirements of
Section 5(B) hereof are satisfied, subject to subsequent acquisition of the Longwood System by
the FGUA.
N WITNESS WHEREOF, this Utility Acquisition Interlocal Agreement has been
executed by and on behalf of the FGUA and the City by their authorized officers or officials.
(SEAL)
ATTEST:
Y:
Sarah M. Mirus, Clerk
CITY OF LONGWOOD, FLORIDA
: BY
Brian D. Sackett, ay r
C!
SEAL
4•S,EAL)
iiLL -a
ATTEST:
By:
Clerk
FLORIDA GOVERNMENTAL
UTILITY AUTHORITY
TY
By: ��on-�
Lea Ann Thomas, Chair