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

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