Okaloosa County BOCC — October 16, 2012 — Amendment to Interlocal Agreement (with all attachments)

AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN THE CITY OF NICEVILLE AND OKALOOSA COUNTY FOR RECLAIMED WATER SERVICES AND SALE AGREEMENT FOR RECLAIMED WATER FACILITIES THIS AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN THE CITY OF NICEVILLE AND OKALOOSA COUNTY FOR RECLAIMED WATER SERVICES AND SALE AGREEMENT FOR RECLAIMED WATER FACILITIES (the “Agreement’”) is made and entered into this day of , 2012, by and between the CITY OF NICEVILLE, FLORIDA, a municipal corporation of the State of Florida (hereinafter referred to as “City”), and OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as the "County"). RECITALS WHEREAS, on October 29, 2002, the County and the City entered into an Interlocal Agreement for Reclaimed Water Services (the “Reclaimed Water Agreement”); and WHEREAS, the Reclaimed Water Agreement created a Reclaimed Water System (the “System”? and set forth the terms and provisions for the joint funding and ownership of the System by the County and the City; and WHEREAS, the System utilizes reclaimed water from the Niceville, Valparaiso, Okaloosa County Regional Facilities (the “NVOC Facilities”) and provides the reuse to various customers for their non-potable water needs; and WHEREAS, on April 26, 2012, the County sold and transferred its rights and interests in the wastewater treatment capacity in the NVOC Facilities to the City and withdrew from participation in the NVOC Regional Sewer Board with the intention of diverting the County’s wastewater stream to the Arbennie Pritchett Water Reclamation Facility (the “APWRF”); and WHEREAS, the County believes that it is in its best interest to withdraw from the ownership and operation of the System and allow the City to assume all responsibility for the future ownership and management of the System; and WHEREAS, the County has agreed to sell its interests in the System to the City with an anticipated closing date of January 1, 2013; and WHEREAS, in consideration of the sale of the System, the County has agreed to transfer all of its rights, interests and obligation in the System to the City, and the City has agreed to assume any and all future obligations of the System, including but not limited to the assumption of all obligations and responsibilities from the County’s agreement with Rocky Bayou Country Club, dated January 26, 2000. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I: RECITALS 1.1. The recitals set forth above are true and correct and are incorporated herein as essential terms of this Agreement. ARTICLE Il: RECLAIMED WATER SYSTEM 2.1 The Reclaimed Water System consists of four components which are more particularly described in Attachment “A” attached hereto. Those components are generally described as follows: 1) Reclaimed water production facilities located at the NVOC Facilities, consisting of pumps and filtration systems; 2) The storage and pumping facilities, which include a 19-million gallon pond, a high service pump station, tanks, an additional chlorination system, and 16” and 24” piping to and from the 19- millon gallon pond; 3) 8” and 12” reclaimed water mains in parallel from the NVOC Facilities to the 16” reclaimed water main; and 4) The offsite piping system, consisting of a 12” reclaimed water main, a 3-million gallon holding pond and additional piping used to service Heritage Gardens Cemetery, Swift Creek Subdivision, Rocky Bayou Country Club Golf Course, the Rocky Bayou Christian School, Swift Creek Plantation Subdivision, the Preserve at Swift Creek Subdivision, the City Hall Complex, and the Hwy 20 Commercial Boulevard (Wal- Mart area). 2.2 Contracts/agreements with the following entities were entered into between the City and the entity, without the consent of the County: Swift Creek Plantation Subdivision, the Preserve at Swift Creek Subdivision, the City Hall Complex, and the Hwy 20 Commercial Boulevard (Wal-Mart area). To the extent the County has any interest in these contracts, they are also transferred as part of this conveyance. ARTICLE III: SALE OF COUNTY’S INTEREST IN THE RECLAIMED WATER SYSTEM 3.1 Effective January 1, 2013, the County shall sell, transfer and convey to the City, any and all of its rights and interests that it may have in the System, including any and all rights and interests that it may subsequently acquire between the date of the execution of this Agreement and the actual conveyance date. 3.2 The sale, transfer and conveyance to the City shall be pursuant to a bill of sale and quitclaim deed substantially in conformity with the forms attached hereto as Attachment “B1” and Attachment “B2,” respectively. 3.3. In consideration of the County’s sale, transfer and conveyance of its interests in the System, the City agrees to assume any and all obligations and liabilities arising from the operation of the System from and after the closing date, including but not limited to, all costs related to maintenance, permitting, capital improvements, the assumption of the County’s agreement with the Rocky Bayou Country Club, dated January 26, 2000 and all other obligations of the County it may have related to the System, including those contained on Attachment “C”, attached hereto. Further, the City shall hold the County harmless from any debts, liabilities, and obligations of the County from the operation of the System to the extent that they arise from or after the closing date. ARTICLE IV: PARTIES RESPONSIBLITIES UNTIL TRANSFER OF SYSTEM 4.1 Until January 1, 2013, the County will continue to maintain the original reclaimed water infrastructure on College Boulevard, Rocky Bayou Country Club and Highway 285. The County will respond to Sunshine One Call Dig Tickets on the infrastructure listed in this section solely at the County’s expense. 4.2 During the period prior to the transfer of the System, the City will continue to maintain the reclaimed water infrastructure in Swift Creek Subdivision, Swift Creek Plantation, the Preserve at Swift Creek, the Walmart on Highway 20, the City Softball Complex, the Twin Oaks/Mullet Festival site, Heritage Garden Cemetery and Rocky Bayou Christian School. The City will respond to Sunshine One Call Dig Tickets on the infrastructure listed in this section solely at the City’s expense. 4.3 Effective January 1, 2013, the City will assume all responsibilities associated with the System. ARTICLE V: ESTABLISHMENT OF RATES 5.1 The City and the County have been providing reclaimed water to various customers for their non-potable water needs. These include some customers who are receiving reclaimed water under written agreements and other customers who are receiving reclaimed water without an agreement. A list of current customers is attached as Attachment “C”. Effective January 1, 2013, the City will be responsible for the provision of services to these and any other customers subsequently obtained. As of that date, the County will be relieved and no longer responsible for any obligation or responsibility related to these customers. 5.2 Effective January 1, 2013, the City shall be solely responsible for the establishment of rates to be charged to any customer. ARTICLE VI: ASSIGNMENTS 6.1 To the extent there are agreements and easements previously acquired by the County, and which are required for the operation of the System, then such agreements and easements shall be assigned to the City pursuant to an Assignment and Assumption of Agreements and Assignment of Easements substantially in conformity with the forms attached hereto as Attachment “D1” and Attachment “D2” respectively. ARTICLE VII: MISCELLANEOUS 7.1. Effective January 1, 2013, the County shall be released of any further obligation or responsibility related to the System. 7.2 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 after January 1, 2013. 7.3. 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. 7.4 The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Florida. 7.5 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. 7.6 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 5 person, property or circumstance. 7.7 This Agreement shall become effective when it is last approved and executed by all Parties. IN WITNESS WHEREOF, the parties have set their hands and seals this day of , 2012. Signed, sealed and delivered OKALOOSA COUNTY, FLORIDA in the presence of: By Don R. Amunds, Chairman Approved as to correctness of form: (Attorney) Signed, sealed and delivered CITY OF NICEVILLE, FLORIDA in the presence of: By Mayor Randall Wise Approved as to correctness of form: (Attorney) ATTACHMENT A DESCRIPTION OF RECLAIMED WATER FACILITIES The Reclaimed Water System consists of the following components: The reclaimed water system facilities consist of pumps which pump the wastewater effluent from the equalization basin to the filters, a flow control valve which controls the amount of flow pumped into the filters, a polymer feed system, a three-cell rapid sand filter with air scour backwash, a disk filter, secondary chlorination contact basins including mixers and filter backwash pump, a backwash storage basin and pumps, finished water pump station with a flow meter, and controls. The storage and pumping facilities include a three-million gallon, asphalt-lined storage pond, a pre-packaged high-service pumping system with controls, a pressure tank and an additional chlorination system, all located on the Rocky Bayou Country Club. The off-site piping system consists of a 12-inch reclaimed water main from the NVOC Regional WWTEFE to the holding basin located on the Rocky Bayou Country Club; and 12-inch, 10-inch, 8- inch and 6-inch piping from the high-service pumping system which lies along Forest Road (College Boulevard Extension) and Highway 285 to the Rocky Bayou Christian School. Various size reclaimed water lines (8-inch mains through services lines) in public rights-of-way and easements located in Swift Creek Subdivision, Swift Creek Plantation Subdivision, and the Preserve at Swift Creek Subdivision. A holding basin which holds approximately 19 million gallons located in a borrow pit on the Eglin Air Force Base Falcon Golf Course. The borrow pit is lined with a 60-mil thick textured HDPE liner. A high-service pumping system consisting of two pre-engineered pumping systems which are contained in a block building. One pumping system services Eglin’s Falcon Golf Course. The other provides reclaimed water for use at various sites in the City of Niceville service area. A 16-inch pipeline connecting to the 12-inch pipeline which lies along College Boulevard and extends to the holding basin on Eglin and a 24-inch pipeline which is used to convey the reclaimed water from the high-service pumps back to College Boulevard. Also included is an 8- inch pipeline and a 12-inch pipeline in parallel from the NVOC Regional WWTF to the 16-inch pipeline. A 10-inch pipeline from College Boulevard to the City Hall Complex and a 10-inch pipeline from Swift Creek Subdivision to the Hwy 20 Commercial Boulevard (Wal-Mart area). Contracts/agreements with the following entities were entered into between the City and the entity, without the consent of the County: Swift Creek Plantation Subdivision, the Preserve at Swift Creek Subdivision, the City Hall Complex, and the Hwy 20 Commercial Boulevard (Wal- Mart area). To the extent the County has any interest in these contracts, they are also transferred as part of this conveyance. ATTACHMENT B1 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that OKALOOSA COUNTY, a political subdivision of the State of Florida (hereinafter referred to as the “Seller”), for good and valuable consideration, given by the CITY OF NICEVILLE, a municipal corporation of the State of Florida (hereinafter referred to as “Buyer”), the receipt of which is hereby acknowledged pursuant to the Amendment to Interlocal Agreement and Sales Agreement Between the City of Niceville and Okaloosa County (the “Amended Interlocal Agreement”), hereby grant, sell, assign, and convey to Buyer all of Seller's right, title, and interest in and to all of the personal property, both tangible and intangible, of the Reclaimed Water System (the “System”), but not limited to, the following: (a) The System, which consists of the following components: (1) pumps which pump the wastewater effluent from the equalization basin to the filters, a flow control valve which controls the amount of flow pumped into the filters, a polymer feed system, a three-cell rapid sand filter with air scour backwash, a disk filter, secondary chlorination contact basins including mixers and filter backwash pump, a backwash storage basin and pumps, finished water pump station with a flow meter, and controls. (2) The storage and pumping facilities include a three-million gallon, asphalt-lined storage pond, a pre-packaged high-service pumping system with controls, a pressure tank and an additional chlorination system, all located on the Rocky Bayou Country Club. (3) The off-site piping system consists of a 12-inch reclaimed water main from the NVOC Regional WWTF to the holding basin located on the Rocky Bayou Country Club; and 12-inch, 10-inch, 8-inch and 6-inch piping from the high- service pumping system which lies along Forest Road (College Boulevard Extension) and Highway 285 to the Rocky Bayou Christian School. (4) Various size reclaimed water lines (8-inch mains through services lines) in public rights-of-way and easements located in Swift Creek Subdivision, Swift Creek Plantation Subdivision, and the Preserve at Swift Creek Subdivision. (5) A holding basin which holds approximately 19 million gallons located in a borrow pit on the Eglin Air Force Base Falcon Golf Course. The borrow pit is lined with a 60-mil thick textured HDPE liner. (6) A high-service pumping system consisting of two pre-engineered pumping systems which are contained in a block building. One pumping system services Eglin’s Falcon Golf Course. The other provides reclaimed water for use at various sites in the City of Niceville service area. (7) A 16-inch pipeline connecting to the 12-inch pipeline which lies along College Boulevard and extends to the holding basin on Eglin and a 24-inch pipeline which is used to convey the reclaimed water from the high-service pumps back to College Boulevard. Also included is an 8-inch pipeline and a 12-inch pipeline in parallel from the NVOC Regional WWTF to the 16-inch pipeline. (8) A 10-inch pipeline from College Boulevard to the City Hall Complex and a 10- inch pipeline from Swift Creek Subdivision to the Hwy 20 Commercial Boulevard (Wal-Mart area). (b) Contracts/agreements with the following entities were entered into between the City and the entity, without the consent of the County: Swift Creek Plantation Subdivision, the Preserve at Swift Creek Subdivision, the City Hall Complex, and the Hwy 20 Commercial Boulevard (Wal- Mart area). To the extent the County has any interest in these contracts, they are also transferred as part of this conveyance. (c) The following, but only to the extent that Seller's right, title, or interest is transferable: (1) All certificates, permits, license rights, consents, grants, leaseholds, easements and similar rights relating to the construction, maintenance, and operation of the System and its plants and systems for the procuring, storage and distribution of reclaimed water, and every right of every character whatever in connection therewith, subject to the obligations thereof (collectively, the "Certificates"); and (2) All water rights, flowage rights and riparian rights and all renewals, extensions, additions or modifications of any of the foregoing; together with all rights granted to Seller under the foregoing Certificates; (d) All items of inventory owned by Seller on the Closing Date for use in connection with the maintenance and operation of the System, including without limitation, all meters, pumps, pipes, valves, plumbing fixtures, chemicals, stored water, spare parts, and other materials and supplies used by Seller; (e) All supplier lists, customer records, developer files, receipts for payment of connection charges, prints, blueprints, plans, engineering reports, surveys, specifications, shop drawings, equipment manuals, maps, CAD reproductions, and other information in Seller's possession, including any rights of Seller to obtain copies of such items from engineers, contractors, consultants or other third parties, in paper and electronic form as selected by Buyer; (f) All sets of record drawings, including as-built drawings, showing all facilities of the System, including all original tracings, sepias, maps, CAD reproductions or other reproducible materials in Seller's possession, including any rights of Seller to obtain copies of such items from engineers, contractors, consultants or other third parties, in paper and electronic form as selected by Buyer; (g) All rights of Seller under any Agreements which are assumed by Buyer pursuant to the Amended Interlocal Agreement; and (h) All rights of Seller under the Contracts and Leases which shall include, but not be limited to all agreements with respect to reuse, which are assumed by Buyer pursuant to the Amended Interlocal Agreement. Seller represents and warrants that it is providing all of its ownership interest in and to the above-referenced property and has removed or provided for the removal of all liens, security interests, or encumbrances. The terms and conditions contained in the Amended Interlocal Agreement are incorporated herein by reference. IN WITNESS WHEREOF, this instrument shall be effective as of the _ day of 2012. [SIGNATURES ON NEXT PAGE] Signed, sealed and delivered in the presence of: Signed, sealed and delivered in the presence of: OKALOOSA COUNTY, FLORIDA By Don R. Amunds, Chairman Approved as to correctness of form: (Attorney) CITY OF NICEVILLE, FLORIDA By Mayor Randall Wise Approved as to correctness of form: (Attorney) ATTACHMENT B2 Prepared by and return to: Gregory T. Stewart, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 (850) 224-4070 QUIT CLAIM DEED THIS QUIT CLAIM DEED effective this day of , 2012, by OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida, whose address is 1804 Lewis Turner Boulevard, Suite 100, Ft. Walton Beach, Florida 32547, hereinafter called “Grantor,” to CITY OF NICEVILLE, FLORIDA, a municipal corporation of the State of Florida, whose address is 208 N. Partin Drive, Niceville, Florida 32578, hereinafter called “Grantee”; WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, all that certain infrastructure, more particularly described on Exhibit A attached hereto and incorporated herein, which comprises the Reclaimed Water System as identified herein . TOGETHER with all the Reclaimed Water System infrastructure, more particularly described on Exhibit “B” attached hereto and incorporated herein. TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD, the same in fee simple forever. IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized, the day, month and year first above written. Signed, sealed and delivered in the presence of: OKALOOSA COUNTY, FLORIDA Sign: By: Print: Don R. Amunds, Chairman Sign: Print: STATE OF FLORIDA COUNTY OF This instrument was acknowledged before me this day of , 2012 by Don R. Amunds, as Chairman of the Okaloosa County Board of County Commissioners, on behalf of said Board. He is [_] personally know to me or [_] has produced as identification. By: Notary Public, State of Florida Print: EXHIBIT “A” INFRASTRUCTURE DESCRIPTION All Reclaimed Water System infrastructure located in the dedicated rights-of-ways and easements shown on the following recorded plats: - SWIFT CREEK PHASE I - SWIFT CREEK PHASE II - SWIFT CREEK PHASE III - SWIFT CREEK PHASE IV - SWIFT CREEK PHASE V - SWIFT CREEK PHASE VI-A - SWIFT CREEK PHASE VI-B - SWIFT CREEK PHASE VI-C - SWIFT CREEK PHASE VII - SWIFT CREEK PLANTATION PHASE I - SWIFT CREEK PLANTATION PHASE II - SWIFT CREEK PLANTATION PHASE III - SWIFT CREEK PLANTATION PHASE IV - PRESERVE AT SWIFT CREEK All Reclaimed Water System infrastructure located in the following public rights-of-ways: - State Road No. 85, from Hart Street to College Boulevard - College Boulevard, from State Road No. 85 to Carr Drive - State Road No. 285, from College Boulevard to Roaring Creek Way To the extent the County has any interest in any Reclaimed Water System infrastructure located within the city limits of the City of Niceville, they are also transferred as part of this conveyance. EXHIBIT “B” DESCRIPTION OF RECLAIMED WATER SYSTEM INFRASTRUCTURE The Reclaimed Water System consists of the following components: The reclaimed water system facilities consist of pumps which pump the wastewater effluent from the equalization basin to the filters, a flow control valve which controls the amount of flow pumped into the filters, a polymer feed system, a three-cell rapid sand filter with air scour backwash, a disk filter, secondary chlorination contact basins including mixers and filter backwash pump, a backwash storage basin and pumps, finished water pump station with a flow meter, and controls. The storage and pumping facilities include a three-million gallon, asphalt-lined storage pond, a pre-packaged high-service pumping system with controls, a pressure tank and an additional chlorination system, all located on the Rocky Bayou Country Club. The off-site piping system consists of a 12-inch reclaimed water main from the NVOC Regional WWTF to the holding basin located on the Rocky Bayou Country Club; and 12-inch, 10-inch, 8- inch and 6-inch piping from the high-service pumping system which lies along Forest Road (College Boulevard Extension) and Highway 285 to the Rocky Bayou Christian School. Various size reclaimed water lines (8-inch mains through services lines) in public rights-of-way and easements located in Swift Creek Subdivision, Swift Creek Plantation Subdivision, and the Preserve at Swift Creek Subdivision. A holding basin which holds approximately 19 million gallons located in a borrow pit on the Eglin Air Force Base Falcon Golf Course. The borrow pit is lined with a 60-mil thick textured HDPE liner. A high-service pumping system consisting of two pre-engineered pumping systems which are contained in a block building. One pumping system services Eglin’s Falcon Golf Course. The other provides reclaimed water for use at various sites in the City of Niceville service area. A 16-inch pipeline connecting to the 12-inch pipeline which lies along College Boulevard and extends to the holding basin on Eglin and a 24-inch pipeline which is used to convey the reclaimed water from the high-service pumps back to College Boulevard. Also included is an 8- inch pipeline and a 12-inch pipeline in parallel from the NVOC Regional WWTF to the 16-inch pipeline. A 10-inch pipeline from College Boulevard to the City Hall Complex and a 10-inch pipeline from Swift Creek Subdivision to the Hwy 20 Commercial Boulevard (Wal-Mart area). Contracts/agreements with the following entities were entered into between the City and the entity, without the consent of the County: Swift Creek Plantation Subdivision, the Preserve at Swift Creek Subdivision, the City Hall Complex, and the Hwy 20 Commercial Boulevard (Wal- Mart area). To the extent the County has any interest in these contracts, they are also transferred as part of this conveyance. ATTACHMENT C LIST OF CURRENT CUSTOMERS 1. Rocky Bayou Country Club (RBCC): Agreement dated January 26, 2000, between RBCC, Okaloosa County BCC and NVOC, which will expire on May 30,2014. 2. Swift Creek Community Owners Association: Agreement dated January 18, 2000, between Swift Creek, Okaloosa County BCC and NVOC. 3. Rocky Bayou Christian School: Agreement dated October 17, 2000, between Rocky Bayou Christian School, Okaloosa County BCC and NVOC. 4. Heritage Gardens Cemetery: Letter dated May 27, 1994, from Okaloosa BCC to Walt Ruckel. 5. Swift Creek Subdivision 6. Swift Creek Plantation 7. The Preserve at Swift Creek 8. Walmart 9. City of Niceville Softball Complex 10. Twin Oaks/Mullet festival site Neither the Okaloosa BCC nor NVOC have authorized connections to the entities listed in items 6 through 10 above. ATTACHMENT D1 ASSIGNMENT AND ASSUMPTION OF AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENTS (this “Assignment”), is made and entered intothis _— dayof__—_—s, 2012, by and between OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as “Assignor”) and CITY OF NICEVILLE, FLORIDA, a municipal corporation of the State of Florida, (hereinafter referred to as “Assignee’’). WITNESSETH: WHEREAS, Assignor has as of this date conveyed to Assignee, pursuant to the Amendment to Interlocal Agreement and Sales Agreement Between the City of Niceville and Okaloosa County for Reclaimed Water Services (the “Amended Interlocal Agreement”), all of the real and personal property, both tangible and intangible, that comprise the Reclaimed Water System. All capitalized terms not defined herein shall have the meaning(s) ascribed to them in the Amended Interlocal Agreement; WHEREAS, the Assets owned by Assignor and intended to be conveyed to Assignee, in accordance with the Amended Interlocal Agreement, include all rights of Assignor as the grantee under any and all agreements, including, but not limited to, those certain agreements identified on Exhibit “A” attached hereto and made a part hereof (the “Agreements’’); and WHEREAS, Assignor and Assignee wish to provide for the assignment of rights and duties contained in the Agreements. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake, promise and agree for themselves, their permitted successors and assigns as follows: 1. Assignor hereby conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor, if any, in the Agreements, together with all other related recorded or unrecorded rights, privileges, agreements, development credits, if any, and any other tights in connection with the construction, reconstruction, expansion, and development of the Assets within the System. 2. Except as otherwise set forth in the Amended Interlocal Agreement, Assignee hereby accepts the transfer and assignment of the Agreements as set forth in Paragraph 1 herein, and assumes the performance, obligations, duties and liabilities of Assignor under such Agreements. As of the date of this Assignment, and pursuant to the Amended Interlocal Agreement, Assignor’s obligations and responsibilities to act under such Agreements shall cease and terminate. Except as otherwise set forth in the Amended Interlocal Agreement, Assignor shall have no liability or obligation with respect to the Agreements after the date hereof, other than that attributable to the period prior to the date of this Assignment. Seller makes no representations, warranties, or covenants concerning the Agreements other than those set forth in the Amended Interlocal Agreement. 3. Assignor covenants and agrees with Assignee and its successors and assigns that Assignor will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered any and all such further acts, instruments, papers and documents, as may be necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 4. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 5. This Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 6. If any term or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 7. This Assignment incorporates the Amended Interlocal Agreement and by reference all definitions, terms, provisions, conditions and limitations set forth therein. In the event of any conflict or inconsistency between the definitions, terms, provisions, conditions and limitations set forth in the Amended Interlocal Agreement and those which are set forth in this Assignment, the definitions, terms, provisions, conditions and limitations set forth in the Amended Interlocal Agreement shall supersede and prevail. 8. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. [SIGNATURES ON THE FOLLOWING PAGES] Signed, sealed and delivered in the presence of: Signed, sealed and delivered in the presence of: OKALOOSA COUNTY, FLORIDA By Don R. Amunds, Chairman Approved as to correctness of form: (Attorney) CITY OF NICEVILLE, FLORIDA By Mayor Randall Wise Approved as to correctness of form: (Attorney) EXHIBIT “A” AGREEMENTS . Agreement between Rocky Bayou Country Club, Okaloosa County Board of County Commissioners and NVOC, dated January 26, 2000. . Agreement between Swift Creek Community Owners Association, Okaloosa County Board of County Commissioners and NVOC, dated January 18, 2000. . Agreement dated October 17, 2000, between Rocky Bayou Christian School, Okaloosa County BCC and NVOC. . Letter dated May 27, 1994, from Okaloosa County Board of County Commissioners to Walt Ruckel. ATTACHMENT D2 Prepared by and return to: Gregory T. Stewart, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 (850) 224-4070 ASSIGNMENT OF EASEMENTS THIS ASSIGNMENT OF EASEMENTS (this “Assignment”) is made and entered into this dayof__—_—s, 2012, by and between OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as “Assignor’”) and CITY OF NICEVILLE, FLORIDA, a municipal corporation of the State of Florida, (hereinafter referred to as “Assignee”’). WHEREAS, among the assets owned by Assignor and intended to be conveyed to Assignee, in accordance with the Amended Interlocal Agreement and Sales Agreement between the City of Niceville and Okaloosa County (the “Amended Interlocal Agreement’’), are the rights of Assignor under all easements, licenses, prescriptive rights, rights-of-way and rights to use public and private roads, highways, canals, streets and other areas owned or used by Assignor for the construction, operation and maintenance of the System, as described and set forth in the Amended Interlocal Agreement (the “Easements’”); and WHEREAS, Assignor has agreed to transfer to Assignee any and all of the rights, title and interest of Assignor as grantee under the Easements, including, but not limited to, those certain Easements described in Exhibit “A” attached hereto and made a part hereof. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together for $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. 1. Assignor hereby quit claims, conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor, if any, together with all other recorded or unrecorded rights, privileges, easements, licenses, and rights to use public and private roads, highways, streets, railroads and other areas owned or used by Assignor in connection with the construction, reconstruction, installation, expansion, maintenance, and operation of the System or the assets; provided however that, other than as contained in the Amended Interlocal Agreement, Assignor makes no additional representation or warranty herein regarding the Easements. 1 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth in Paragraph 1 herein, and assumes the performance, obligations, duties and liabilities of Assignor under such Easements as of the date hereof. As of the date of this Assignment, and pursuant to the Amended Interlocal Agreement, Assignor’s obligations and responsibilities to act under such Easements shall cease and terminate. Except as otherwise set forth in the Amended Interlocal Agreement, Assignor shall have no liability or obligation with respect to the Easements after the date hereof, other than that attributable to the period prior to the date of the Assignment. Seller makes no representations, warranties or covenants concerning the Easements other than those set forth in the Amended Interlocal Agreement. 3. Assignor covenants and agrees with Assignee and its successors and assigns that Assignor will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered any and all such further acts, instruments, papers and documents, as may be necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 4. This Assignment shall inure to the benefit of Assignee, its successors and permitted assigns, and shall bind Assignor and its successors and permitted assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 5. This Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 6. If any term or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 7. This Assignment incorporates the Amended Interlocal Agreement and by reference all definitions, terms, provisions, conditions and limitations set forth therein. In the event of any conflict or inconsistency between the definitions, terms, provisions, conditions and limitations set forth in the Amended Interlocal Agreement and those which are set forth in this Assignment, the definitions, terms, provisions, conditions and limitations set forth in the Amended Interlocal Agreement shall supersede and prevail. 8. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. Executed as of the day and year first above written. [SIGNATURES ON FOLLOWING PAGES] 2 Signed, sealed and delivered in the presence of: Signed, sealed and delivered in the presence of: OKALOOSA COUNTY, FLORIDA By Don R. Amunds, Chairman Approved as to correctness of form: (Attorney) CITY OF NICEVILLE, FLORIDA By Mayor Randall Wise Approved as to correctness of form: (Attorney) EXHIBIT “A” EASEMENTS 1. Lease and Easement Agreement (AFMC-EG-2-01-007 and AFMC-EG-1-01-008) between the Department of the Air Force (Eglin Air Force Base) and the City of Niceville, dated February 8, 2001. (Okaloosa County was inadvertently left off this agreement) 2. Easement from Ruckel Properties, Inc. to Okaloosa County, dated February 24, 1994, for a 20 foot wide easement for the purpose of constructing and maintaining a reclaimed water line on the Rocky Bayou Country Club Golf Course.