THIS AGREEMENT is made in duplicate this ____ day of _________, AD__________, BETWEEN:
WINTERGREEN WOODS WATER UTILITY LTD., a cooperative association
incorporated according to the laws of the Province of Alberta (hereinafter called the "Utility")
(hereinafter called the "Member")
THIS AGREEMENT WITNESSED that in consideration of the mutual covenants and payments herein, the parties agree as follows:
1. The Utility agrees to supply to the Member, and the Member agrees to take, water from the Water Supply System pursuant to the terms of this Agreement.
2. Water shall be delivered to the Member's lands (herein referred to as the "Lands") described as follows:
3. The Member agrees that he shall only make use of the water provided under this Agreement for the following purposes and for no other purpose:
Domestic water use for a single family dwelling (residential and garden use but specifically excluding underground sprinkler systems and swimming pools).
Should the Member wish to use the water for any purpose other than as described above, the Member shall seek the written approval of the Board of Directors of the Utility Prior to any such use.
4. The Member shall pay to the Utility, in accordance with rate schedules to be authorized by the Board of Directors of the Utility from time to time, (i) a monthly fee (the "Initial Membership Fee") until such time as the Member physically hooks up to the Water Supply System, and (II) thereafter, a monthly fee (the "Water Utilization Fee") for water actually utilized by the Member.
5. The Utility shall invoice the Member for the fees payable under Section 4 and all invoices shall be paid by the Member within THIRTY (30) DAYS of issuance.
6. The Member agrees to pay his proportionate share of any costs associated with the maintenance and repair of the Water Supply System and any other necessary expenses incurred by the Utility which, in the reasonable opinion of the Board of Directors of the Utility, are not adequately covered by the monthly rates collected from all other members of the Utility or are extraordinary Items, such proportionate share of costs to be paid within THIRTY (30) DAYS from the date of invoicing by the Board of Directors of theUtility (hereinafter referred to as the "Costs").
7, The Member shall pay interest at a rate equivalent to the prime interest rate then quoted by The Royal Bank of Canada plus one percent (1%) per annum, on any amounts which are not paid when due under Section 4, Section 6 or Section 22 hereof until paid.
8. The Member agrees to be responsible for its obligations under this Agreement notwithstanding that the Member may rent, lease or otherwise allow persons other than himself to live in the premises supplied with water pursuant to the terms of this Agreement.
9. The Member agrees that the Utility shall not be liable for any deficiency in the source of supply of water or arising out of any malfunction of the Water Supply System, the equipment or material thereof or for any causes beyond the control of the Utility.
10. The Member agrees to restrict his water usage from time to time as directed by the Utility upon the Board of Directors Of the Utility determining that there is a shortage or impending shortage of water.
11. The Member agrees to be bound by the by4aws and the supplemental by-laws of the Utility in force and effect from time to time, and any resolutions passed at any general meeting of the members of the Utility.
12. The Member covenants to obtain all of the water requirements in respect of Lands from the Utility to the extent that the Utility is able to provide same and agrees not to drill a water well or participate in a water well or to enter into any agreement with any third parties for the supply of water which has not been previously approved in writing on behalf of the Board of Directors of the Utility, which approval shall not be unreasonably withheld.
13. Upon the failure of the Member to comply with any covenant required to be observed by the Member under this Agreement herein referred to as an "Event of Default") the Utility may, upon notice to the Member, declare all or any part of any amounts payable under this Agreement to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, and the Utility may proceed to exercise its rights and remedies as are provided under this Agreement or at law or in equity.
14. Upon the occurrence of any Event of Default1 the Utility may (i) suspend the supply of water, until the Member shall have rectified such Event of Default to the satisfaction of the Utility, acting reasonably, or for such other reasonable period of time as determined by the Utility, (ii) terminate the supply of water by the Utility to the Member, or (iii) terminate the Member's membership in the Utility in accordance with the Utility's by-laws and return the Member's Initial Fee (if paid) upon the Member paying all amounts owing to the Utility. The Member shall pay to the Utility such charges as the Utility may require prior to any reconnection or reestablishment of water supply to the Lands following such suspension or termination.
15. The order and manner in which the Utility's rights and remedies are to be exercised shall be determined by the Utility, in its sole discretion1 and all payments received the Utility, shall he applied first to the costs and expenses of the Utility in exercising sue remedies, second, go the payment Of accrued and unpaid interest due under this Agreement to and including the date of such payment, and third, to the payment of all unpaid fee payments or monthly rates due under this Agreement.
16. A waiver of the Utility of any Event of Default shall not extend t01 or be taken in any manner whatsoever to effect the right of the Utility with respect to any subsequent Event of default, whether similar or not.
17. The Member agrees to be liable for any damage to the Water Supply System, or to any other water system' from which the Utility obtains its water supply. occasioned by any act, accident or omission on the part of the Member or on the part of any other person renting. leasing. or other authorized person occupying or using, the Lands unless done with the written concurrence of the Utility.
18. Subject to Sections 19 and 20, the Member will indemnify and save harmless, (as to its proportionate share) the Utility's directors from and against any and all costs. charges or expenses reasonably incurred in respect of any action or proceeding to which the directors are made a party by reason of being or having been directors of the Utility.
19. The directors shall not be entitled to indemnification herein contained where the directors did not act honestly or in good faith with a view to the best interests of the Utility in relation to the action or proceeding f& which the directors seek indemnification-
20. Any indemnification of the directors shall be reduced insofar as insurance proceeds are received in relation to the action or proceeding for which the directors seek indemnification.
21. Upon the Member transferring ownership of the Lands, the Member shall automatically cease to be a member of the Utility and shall lose all membership privileges associated therewith, but shall continue to be liable under this agreement until the Member shall have satisfied all outstanding obligations of the Member to the Utility and the transferee has executed a Member Agreement.
22. Upon the Member transferring ownership of the Lands, the transferee shall become a member in accordance with Section 24 (the "New Member") and that New Member shall pay a fee of THREE HUNDRED DOLLARS ($300.00) (hereinafter referred to as the "Initial Fee"). Upon the New Member ceasing to be a Member of the Utility. and provided the New Member is not in default under this agreement and has paid all amounts owing to the Utility, the Member shall be entitled to a return of the Initial Fee set out in this Section 22, without interest
23. Any notice, request, demand, consent or other communication provided for or permitted hereunder shall be in writing and given by personal delivery. or sent by registered mai19 postage prepaid, or by telegram or other means of telecommunication, addressed to the Utility at: P.O. Box 666 , Bragg Creek , Alberta , T0L 0K0 or to the Member at the address last provided to the Utility by the Member.
24. This Agreement shall endure to the benefit of and be binding upon the parties and their respective heirs, successors, personal representatives and permitted assigns.
25. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta . The parties hereto irrevocably submit and attorn to the jurisdiction of the courts of the Province of Alberta , and in particular to the courts of the Judicial District of Calgary, for all matters arising hereunder.
26. No modification of this Agreement shall be effective unless the same is in writing and signed by both parties hereto.
27. In the event that any term or provisions of this Agreement shall, to any extent, be invalid or unenforceable1 the remaining terms and provisions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
28. The parties agree that a caveat may be registered against the Lands as a result of this Agreement.
29. Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written.
WINTERGREEN WOODS WATER UTILITY LTD.
(Please Print Name)
Member's mailing address: