Fort Walton Beach Resolution — 2009-20-Wastewater Interlocal Agreement — reading text

standards, codes, and ordinances to regulate the development, construction, and use of the Collection The City shall pay all costs incurred to promulgate and System. enforce such rules, standards, codes, and ordinances and the County shall not be responsible for such costs. F) This Agreement provides for the County to accept delivery of, and to treat, all wastewater flows that the City delivers from the City Service Area to the County through approved Points of Connection. After the effective date of this of Agreement, the City shall notify the Okaloosa Water and Sewer Department to future growth and any planning and/ or negotiation meetings relating development of the Collection System. The City agrees to participate in meetings of the Okaloosa County Technical Review Committee whenever projects being reviewed by the Committee are located within the City Service Area. G) This Agreement does not relieve either party of any obligation or responsibility imposed upon it by law except to the extent of actual and timely performance thereof by a party, in which case the performance may be offered in satisfaction of the obligation or responsibility. H) Whileany Bonds of the City insured by Ambac Assurance Corporation (" AMBAC") are outstanding and in the hands of the holders thereof, the County agrees and covenants for the benefit of AMBAC and such holders to engage a firm of qualified and recognized consulting engineers, having a favorable repute for skill and experience in the construction and operation of wastewater treatment and disposal facilities ( the " Consulting Engineers") who shall provide the County and City with competent counsel affecting the proper, efficient and economical operation and maintenance of the wastewater treatment and disposal facilities and in connection with the making of capital improvements and renewals and replacements to such facilities. The County shall, at least a report or every five years, cause to be prepared by the Consulting Engineers to the survey of wastewater treatment and disposal facilities with respect of the rates and charges management of the properties thereof, the sufficiency for services, the proper maintenance of the properties of the wastewater treatment and disposal facilities, and the necessity for capital improvements and recommendations therefor. Such a report or survey shall also show any failure of the County to perform or comply with the covenants herein contained. Copies of each report or survey shall be mailed to the City and AMBAC. I) While any Bonds of the County, payable from water and sewer revenues, are outstanding and in the hands of the holders thereof, the City and County agree that this Agreement is not intended to impair any of the County' s obligations or covenants under the resolutions authorizing the issuance of such bonds, including,but not limited to, the County' s obligations to the holders of such bonds under section 16( e) of Resolution No. 06 - 247. Nothing herein shall be deemed to prohibit the County from according wholesale rates to the City for its sewage treatment and other services provided hereunder, as may be approved from time to time by the County. SECTION 15. ENVIRONMENTAL COMPLIANCE. Both parties shall at all times comply with all local, state, and federal laws, permits, rules, and regulations including, but not limited to, permits, rules, and regulations issued by the Florida Department of Environmental Protection FDEP"), or its successor in function, and any other governmental agency with applicable legal authority.  SECTION 16. WASTEWATER QUALITY STANDARDS. The City agrees to require all entities discharging industrial wastes that contribute to the waste flow to the APWRF to treat said waste to the pre- requirements of applicable City ordinances and standards or the applicable County ordinances and standards, whichever is greater, as well as rules and regulations of FDEP, or its successor in function, prior to any transmission to the APWRF. SECTION 17. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties and no right or cause of action shall accrue to or for the benefit of any third party that is not a formal party hereto. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any person or corporation other than the parties any right, remedy, or claim under or by reason of this Agreement or any provisions or conditions of it; and all of the provisions, covenants, and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties. SECTION 18. AUTHORITY. Each party represents and warrants that it, through its elected board, has the right, power, and authority to execute and deliver this Agreement and to perform all of the obligations stated in it. SECTION 19. NOTICE. Any notice or document required to be delivered under this Agreement shall be in writing and shall be deemed received by the other party at the earlier of the date actually received, or five ( 5) business days after the date deposited in a United States Postal Service depository, postage prepaid, registered or certified mail, addressed to the County or the City as the case may be, at the add resses set forth below: AS TO CITY OF FORT WALTON BEACH: City Manager City of Fort Walton Beach 107 Miracle Strip Parkway Fort Walton Beach, Florida 32548 AS TO COUNTY: County Administrator Okaloosa County 1804 Lewis Turner Boulevard, Suite 400 Fort Walton Beach, Florida 32547  AS TO AMBAC: Ambac Assurance Corporation Attention: Surveillence 1 State Street Plaza New York, New York 10005 SECTION 20. ENTIRE AGREEMENT. This Agreement constitutes the entire wastewater agreement between the parties and supersedes all prior oral or written agreements pertaining to the collection, distribution, and treatment of wastewater that are now incorporated into this Agreement. All other provisions of agreements between the City and the County not pertaining to wastewater within the City Service Area remain in full effect and are not changed by this agreement. The parties recognize that over the term of this Agreement, extenuating circumstance may occur which requires the modification of this Agreement. The parties agree to work together, in a spirit of cooperation, to jointly resolve issues that may arise in the future. No amendment or modification of this Agreement shall be effective unless set forth in writing and executed by both parties. SECTION 21. FORCE MAJEURE. Neither party shall be in default of the terms of this Agreement if such action is due to a natural calamity, act of a government other than either of the parties, or similar force majeure causes beyond the control of either party. SECTION 22. GOVERNING LAW. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Florida. SECTION 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 25. CONSTRUCTION. The parties acknowledge and agree that this Agreement has been drafted jointly by the parties and that no uncertainty or ambiguity as to the proper application or interpretation of the Agreement or any term herein is to be construed against either party as the drafter of the Agreement.  SECTION 26. VENUE. Venue for any action arising out of this Agreement shall be in Okaloosa County, Florida. SECTION 27. ASSIGNMENT. This Agreement shall not be assigned except by consent of the parties. SECTION 28. INDEMNIFICATION. A) Subject to the limitations provided in section 768. 28, Florida Statutes, and without otherwise waiving sovereign immunity, the City shall indemnify and hold harmless the County from and against any and all third party claims, demands, damages, losses, and expenses, including attorney' s fees and costs, arising out of the County' s participation in this Agreement, except for those claims, demands, damages, losses, and expenses arising out of the County' s negligence, malfeasance, nonfeasance, or misfeasance. 8) Subject to the limitations provided in section 768. 28, Florida Statutes, and without otherwise waiving sovereign immunity, the County shall indemnify and hold harmless the City from and against any and all, third party claims, demands, damages, losses and expenses, including attorney' s fees and costs, arising out of the City' s participation in this Agreement, except for those claims, demands, damages, losses and expenses arising out of the City' s negligence, malfeasance, nonfeasance, or misfeasance. SECTION 29. SEVERABILITY. If any portion of the Agreement, the deletion of which would not adversely affect the receipt of any material benefit by either party, is for any reason held or declared to be invalid or unenforceable, such determination shall not affect the remaining portions of this Agreement. If this Agreement or any portion of this Agreement is held or declared to be inapplicable to any person, property or circumstance, such determination shall not affect its applicability to any other person, property or circumstance.  INWITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF FORT WALTON BEACH Attest: C~. By: kk~ Helen Spencer, City Clerk Mike Anderson, Mayor Approved for form and legal sufficiency. 12 {} City Attorney t4fJ STATE OF FLORIDA COUNTY OF OKALOOSA This instrument was acknowledged before me this ~ ' 1"'" day of A~ u 51- 2009 by Mike Anderson as Mayor, and Helen Spencer, as City Cler~,' for the City of Fort Walton Beach, a political subdIvIsion. They are personally known to me or have produced --- as identification. L~ Signature of Notary i LAAAINE VAN En'EN : ConwNJ DOOIOsa20 : ExpIrall3112010 E  Approved as to form: