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Contract 2019-64 INTERLOCAL AGREEMENT BETWEEN THE CITY OF CLERMONT AND THE CITY OF MINNEOLA FOR PROVISION OF WASTEWATER SERVICES THIS AGREEMENT is entered into between the CITY OF CLERMONT, Florida (hereafter referred to as "CLERMONT"), and THE CITY OF MINNEOLA, Florida (hereafter referred to as "MINNEOLA"), pursuant to the "Florida Interlocal Cooperation Act of 1969", section 163.01 Florida Statutes. WHEREAS, MINNEOLA operates a water and wastewater utility that serves approximately 12,000 customers; and WHEREAS, MINNEOLA would like to provide wastewater services and thereby provide means to eliminate the use of septic tanks for waste removal for a new development within MINNEOLA'S 180 Utility District located on property described on Exhibit A, attached hereto and incorporated herein by reference (the "Property"); and WHEREAS, CLERMONT operates a water and wastewater utility that serves approximately 38,000 customers; and WHEREAS, CLERMONT owns and operates a wastewater treatment plant (the "Plant") which has excess capacity sufficient to treat a certain quantity of wastewater by the Property; and WHEREAS,CLERMONT recognizes that greater utilization of the Plant's excess capacity is more cost efficient; and WHEREAS, the acceptance and treatment by CLERMONT of wastewater generated by the Property will be financially beneficial to both CLERMONT and MINNEOLA and will be beneficial to the citizens of MINNEOLA and CLERMONT and the public at large by providing a more environmentally acceptable method of wastewater disposal than that provided by septic tanks. NOW THEREFORE, the parties do hereby agree as set forth below: 1. The recitals above are true and correct and are incorporated into this Agreement as an integral part. 2. Subject to the terms, conditions and limitations of this Agreement and available capacity at the Plant, CLERMONT shall accept up to 30,000 gallons per day of wastewater from the Property for treatment and disposal at the Plant (the "allotment"). Notwithstanding the forgoing, nothing herein shall act as a reservation of capacity or commitment by CLERMONT to make available the allotment (or portions thereof). CLERMONT'S acceptance of wastewater from MINNEOLA is subject to the wastewater being in compliance with the quality and other criteria for wastewater set forth in the Clermont City Code Chapter 66, and any and all amendments or successor provisions thereto, and as mandated by any and all applicable law and permits related to CLERMONT'S wastewater treatment system. 3. MINNEOLA shall pay to CLERMONT, in the manner specified in paragraph 8 of this Agreement, the sum of$5.13 per thousand gallons of wastewater accepted by CLERMONT from MINNEOLA for treatment and disposal. This is an "Intergovernmental Wholesale Rate"which is exclusive to MINNEOLA, based on conditions that are unique and specific to MINNEOLA. The Intergovernmental Wholesale Rate shall increase on October 1 of each year during the term of this Agreement commencing October 1, 2019 by such annual automatic adjustment rate as established by CLERMONT City Council and applicable to all CLERMONT sewer utility customers. Currently the rate is 1.95% and may be adjusted by future ordinance of CLERMONT. The assent by CLERMONT to accept wastewater from MINNEOLA shall not be construed to obligate CLERMONT to accept, or consider accepting, wastewater from other sources or to provide any operational or maintenance services of any kind related to any wastewater system constructed by MINNEOLA. In addition to the above-referenced Intergovernmental Wholesale Rate, MINNEOLA shall pay to CLERMONT a High Strength Surcharge and a Hydraulic Peaking Factor Surcharge, if and as may be applicable and as calculated in accordance with the formulas set forth in Exhibit"B," attached hereto and incorporated herein. 4. MINNEOLA will collect meter readings from the MINNEOLA water meter system as the means of measuring the amount of wastewater transmitted from the Property to the plant. MINNEOLA shall report that usage to Clermont within 30 days of the normal meter reading cycle. MINNEOLA may elect to charge a processing fee in addition to any charges agreed on by CLERMONT and MINNEOLA. 5. The owner(s) of the Property shall construct or cause to be constructed (by developers or other third parties) at its sole expense or that of the developer, the sanitary sewer force main and pumping facility, as approved by CLERMONT, which may be required to transmit wastewater from the Property to CLERMONT'S existing sewer system at a location approved by both MINNEOLA and CLERMONT. CLERMONT acknowledges and agrees that once sanitary sewer service becomes available to the Property as determined by MINNEOLA, the owner(s) of the Property shall disconnect from the CLERMONT system and connect to MINNEOLA'S sanitary sewer system within thirty(30) days of the date of written notice that such service is available. 6. MINNEOLA shall be responsible, financially and otherwise, for operation and maintenance of the wastewater system on MINNEOLA'S side, up to the point of connection to the manhole at the entry point to CLERMONT'S sewer system. CLERMONT shall be responsible, financially and otherwise, for operation and maintenance of the wastewater system on CLERMONT' S side,including the manhole and beyond. Provided however, that to the extent that MINNEOLA'S failure to properly operate and maintain the wastewater system on MINNEOLA'S side of the FS Ch. 180 District boundary so as to require maintenance or to cause damage to CLERMONT'S side of the FS Ch. 180 District boundary, MINNEOLA shall be fully responsible for the costs associated with the maintenance and damage repairs. 7. MINNEOLA agrees to maintain and regulate the use of its wastewater collection system, to minimize infiltration and prevent harmful wastes from being deposited into its facilities, such as would overload or cause damage to the Plant or interfere with the wastewater treatment process. MINNEOLA further agrees to the same extent as CLERMONT to require adequate pre-treatment of strong or harmful commercial wastes, at the source of generation, prior to permitting such wastes to be discharged into its system for treatment and disposal at the Plant. It is expressly understood and agreed that CLERMONT shall not be required or obligated to accept any wastewater generated by an industrial use or containing industrial waste. Furthermore, CLERMONT shall have the right to reject any connection to the system or acceptance of wastewater hereunder for any use that CLERMONT reasonably determines is not in the best operational interests of CLERMONT'S wastewater system. 8. CLERMONT will invoice MINNEOLA on a monthly basis for the amount due for treatment and disposal of MINNEOLA'S wastewater. The amount to be billed shall be based upon MINNEOLA'S monthly reading of the quantity of water sold and metered by MINNEOLA to the Property as referenced in paragraph 4, plus any surcharges as described in Exhibit "B" hereto. Payment will be due to CLERMONT no later than twenty days after the invoice is rendered. The temporary capacity allotment granted herein to MINNEOLA may not be sold, sublet, transferred or assigned by MINNEOLA to any entity. 9. MINNEOLA agrees to the extent permitted by law and without waiving its sovereign immunity, to hold harmless and defend CLERMONT, its officials, employees, contractors or agents for and from any and all damages including attorney's fees that may arise out of, or related to, any claim or cause of action, or threat thereof, of a third party, related in any manner to a customer connection to the MINNEOLA wastewater system. 10. The Initial Term of this Agreement shall be 2 years from the effective date of this Agreement except as provided otherwise in Section 5 above. This Agreement shall be effective upon final adoption of an ordinance or resolution (as each may require)by both CLERMONT and MINNEOLA. The Effective Date shall be the date of final adoption by the last party. 11. This Agreement may not be terminated by either party prior to its expiration, unless an amendment to the Agreement is approved by both CLERMONT and MINNEOLA, in writing, or if one party is in breach of any of the terms and conditions of this agreement and fails to correct it within thirty (30) days after written notice unless it requires more than thirty (30) days to make such corrections, and in such case the breach shall be cured within a reasonable time. 12. In the event of any dispute related to this Agreement,the parties agree to resolve the dispute consistent with the conflict resolution procedures established in Chapter 164, Florida Statutes. If there is a failure to resolve the conflict, no later than 30 days following the conclusion of the procedures established in "The Florida Governmental Conflict Resolution Act" Chapter 164, a party may file an action in circuit court. Venue for any cause of action to be filed hereunder shall be exclusively in Lake County Circuit Court. 13. All notices, consents, approvals, waivers, and elections that either party requests or gives under this Agreement must be in writing and shall be given only by hand delivery, or by certified mail, prepaid with confirmation of delivery requested. Notices shall be delivered or mailed to the addresses and parties set forth below or as any party may otherwise designate in writing. City of Clermont, City Manager 685 West Montrose Street-3rd Floor Clermont, FL 34711 City of Minneola, City Manager 800 North US Highway 27 Minneola, FL 34715 14. This Agreement is solely for the benefit of the parties hereto,and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party. Nothing in this Agreement, either expressed or implied, is intended or shall be construed to confer upon or give any person, corporation or governmental entity other than the parties any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof,and all the provisions, representations, covenants, and conditions herein contained shall insure to the sole benefit of and shall be binding upon the parties, and their respective representatives, successors and assigns. In particular, and without limiting the generality of the foregoing, individual customers of MINNEOLA are not intended as third party beneficiaries of this Agreement, and shall have no standing to enforce this Agreement or to assert any claim against CLERMONT which arises out of or is related any way to this Agreement or the services provided by CLERMONT under this Agreement. 15. Each represents and warrants for the benefit and reliance of the other its respective authority to enter into this Agreement, and acknowledges the validity and enforceability of this Agreement. The parties hereby represent,warrant and covenant this Agreement constitutes a legal, valid and binding contract enforceable by the parties in accordance with its terms and conditions, and that the enforceability is not subject to any impairment by the applicability of any public policy or police powers. 16. This Agreement sets forth the entire understanding of the parties with regard to its subject matter. It supersedes and takes precedence over any and all prior negotiations, representations and agreements, oral or written, all of which are deemed to have merged into this Agreement and to have been extinguished except to the extent specifically set forth herein. This Agreement may not be amended orally,by implication,by course of conduct, or in any other manner whatsoever than by way of a written instrument signed by both parties hereto or their lawful successors. This Agreement shall be construed in accordance with the laws of Florida and venue for any action or proceeding arising out of this Agreement shall be in Lake County, Florida. This Agreement shall be binding on the parties hereto, as well as on their lawful successors and assigns. Each party represents for the benefit of the other that it has not entered into this Agreement in reliance on, or on the basis of, any promise, negotiation, representation, undertaking or agreement of the other party, oral or written, which is not specifically set forth within this Agreement. 17. If any portion of this Agreement is declared invalid or unenforceable, then to the extent it is possible to do so without destroying the overall intent and effect of this Agreement, the portion deemed invalid or unenforceable shall be severed here from and the remainder of this Agreement shall continue in full force and effect as if it were enacted without including the portion found to be invalid or unenforceable. 18. This Agreement shall be recorded in the Public Records of Lake County, Florida as required by applicable Florida Statutes. IN WITNESS WHEREOF, each of the parties has caused its duly authorized representatives to set their hands to this Agreement on the dates indicated below. THE CITY OF CLERMONT, FLORIDA Gail L. As , Mayor ?; ATTEST: A 04—• Tracy Ackroyd-Howe, City Clerk APPROV•0 FOR►a • • ! ONTENT: 0.4 Daniel F Mantzaris, CITY • •RNEY Witnesses: D Print Name. 5 Ofezj0, Print Name: 0\rviN i-\c, A-88\111:6\--00 STATE OF FLORIDA COUNTY OF LAKE The foregoing instrument was acknowledged before me this /3' day of , 2019, by Gail L. Ash, as Mayor of the City of Clermont, Florida, who uted the foregoing instrument and acknowledged before me that he executed the same for the uses and purposes therein expressed, and who is personally known to me. SEAL • /. Notary Public Carlie Zinker My Commission Expires: or oe CARLIE ZINKER Typed or Printed Name * ,, :; „ Commission#GG 128898 40, (7- Ofl1 g.�P\o` irss l Bonded TMu Budget Notary THE CITY OF MINNEOLA, FLORIDA Pat Kelley, Mayor ATTEST: M► V•G�APOq,�I�• •�. 26b ` SEAL 1926 Apr''Sheppar., Ac 'ng 't Clerk • APPROVED AS 0 F M AND CONTENT: ',,, ...•.,,� ` Scott Gerken, City Attorney WITNESSES: fa 0/f€) ig•.ture Si ure G a{� t lekrQ Y1 d /019,tio.� 4 • F/At- Printed Name Printed Name STATE OF FLORIDA COUNTY OF LAKE The foregoing instrument was acknowledged before me this 2!1 day of JV 1L1 , 2019, by Pat Kelley, as Mayor of the City of Minneola, Florida, who executed the foregoing instrument and acknowledged before me that he executed the same for the uses and purposes therein expressed, and who is personally known to me. SEAL 1 ' I 0 4 &[i : ;i Oak Notary Public DARLENE MACDONALD f‘,14,;7': MY COMMISSION My Commission Expires: ) S) 2626 EXPIRES:MAY 18,2020 Bonded through 1st State Insurance (7 \C \‘ yped or Printed Name Exhibit A Legal Description Commencing at the Southwest corner of Block 54,as per the official map of the Town of Minneola, Florida,recorded in Plat Book 9, Page 31, Public Records of Lake County, Florida;thence Eastwardly along the South line of said Block 54 and said line extended to the intersection of the said line with the West line of U.S. Highway No. 27,which is the real point of beginning for this conveyance;thence Westwardly along the South line of said Block 54 and said line extended a distance of 680 feet,more or less,to the Southwest corner of said Block 54;thence Southwestwardly,along the West line of said Block 54 extended,a distance of 360 feet,more or less,to the Southwest corner of Lot 4 of Block 55 as per the official map of the Town of Minneola, Florida,recorded in Plat Book 9, Page 31,Public Records of Lake County,Florida;thence Eastwardly along the South line of said Lot 4 and said line extended a distance of 840 feet,more or less,to the West line of said U.S. Highway No.27;thence Northwestwardly along the West line of said U.S. Highway No. 27 to the Point of Beginning of this conveyance. AND Lots 2 and 5,Block 55,Official Map of the Town of Minneola,according to the plat thereof,as recorded in Plat Book 9, Page 31,Public Records of Lake County,Florida. AND Lot 2,Block 52,Official Map of the Town of Minneola,according to the plat thereof,as recorded in Plat Book 9,Page 31, Public Records of Lake County,Florida, lying West of U.S. Highway No.27. LESS: That portion of Bloxam Avenue lying East of Block 55, West of Lot 2,Block 52,South of Silverton Street,Official Map of the Town of Minneola,according to the plat thereof,as recorded in Plat Book 9, Page 31, Public Records of Lake County,Florida,and North of the subdivision named Edgewood Lake North,according to the plat thereof,as recorded in Plat Book 35, Page 17, Public Records of Lake County,Florida. ALSO LESS: From a concrete monument at the NW corner of Block 55 (Sheet No. 7)of Official Map of the Town of Minneola,as recorded in Plat Book 9, Page 31-F, Public Records of Lake County, Florida, run South along the East right-of-way line of Galena Avenue 630 feet to a concrete monument and point of beginning: run thence North 60 feet;thence S. 89°57' E.913.32 feet to the Westerly right-of-way line of U.S. Highway No.27;thence Southeasterly along said right-of-way line 61.85 feet to a concrete monument which is S. 89°57' E.of Point of Beginning;thence N. 89° 57' W.929 feet to the Point of Beginning. AND The on-site right-of-way vacated by the Minneola City Council. Exhibit "B" High Strength Waste Surcharge and Hydraulic Peaking Factor Surcharge MINNEOLA shall pay to CLERMONT in addition to the Intergovernmental Wholesale Rate the following surcharges as may become due based on the criteria and formula set forth below: I. High Strength Waste Surcharge Criteria. A. Surcharge/or abnormal strength wastes. 1. A surcharge shall be imposed where the wastewater from MINNEOLA contains an abnormally high BOD or suspended solids concentration. The surcharge in dollars shall be computed by multiplying the average milligrams per liter(mg/L) of each constituent that exceeds three hundred (300)mg/L minus 300 mg/L, times the metered sewage flow of MINNEOLA during the 9 billing period in millions of gallons times a treatment surcharge factor. 2. The treatment surcharge factor shall be derived annually from the following formula (the factor of 600 being the maximum normal BOD plus suspended solids content expressed in milligrams per liter): Treatment Surcharge Factor=Intergovernmental Wholesale Rate per million gallons 600 3. CLERMONT at any time, may take samples of MINNEOLA 's wastewater. Should a sample show abnormal strength, CLERMONT will take two (2) additional samples within the next succeeding ten (10) days. The average of these three (3) tests will be used to determine whether a surcharge is due for that month, and, if so, the amount thereof. MINNEOLA may request additional samples, and CLERMONT will take such additional samples and include the results thereof in calculating the average strength in the month in which taken,provided that the cost of such additional samples shall be paid for by MINNEOLA. B. Definition of Terms. I. Surcharge - Amount of money added to MINNEOLA 's monthly bill to defray the additional expense that might be created due to high strength wastewater discharge to CLERMONT's system in the billing period. 2. BOD - five-day biochemical oxygen demand as determined in accordance with the testing procedure as defined in Standard Methods for the Examination of Water and Wastewater ("Standard Methods"), latest edition. 3. Suspended Solids - Non-dissolved solids contained in the sewage that can be removed by filtration as determined by the testing procedure as set forth in Standard Methods, latest edition. 4. Each Constituent - Defined as either BOD or Suspended Solids as far as waste strength is concerned. II. Hydraulic Peaking Factor Surcharge. A. Surcharge For each day that MINNEOLA transmits wastewater to CLERMONT's system for a consecutive four-hour period at a flow rate in excess of 200% of the Average Daily Peak Flow ("ADPF"),up to 250% of the ADPF, MINNEOLA will pay a 1 % surcharge on its monthly charge not including the High Strength Surcharge above. For each 5% or fraction thereof in excess of 250% for a consecutive four-hour period that the flow exceeds the Average Daily Peak Flow, MINNEOLA will be billed an extra 1 %on its monthly service charge. B. Definitions. Average Daily Peak Flow (ADPF) - MINNEOLA's total flow during the four (4) consecutive months of greatest flow during the twelve(12)month period ending on the last preceding September 30th, divided by the total number of days in such four (4) month period. Average Daily Peak Flow in such four (4) month period will be based on the flow meter readings used for billing MINNEOLA.