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

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