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HomeMy WebLinkAboutCity of Longwood-Interlocal Agreement State Road-2005 09 08�.... n�w�11�r11N�1111 MAkYNNNE MfiRSE� CLERK OF CIRCUIT COURT SEbfiN�)1_E %OI,NTY BK 06086 PGS 0906 -0921 CLERK'S # 2006008829 RECORDED 01/18/2006 0 3:21 :28 Pm RECORDING FEES 137,10 RECORDED By G Harford INTERLOCAL AGREEMENT CITY OF WINTER SPRINGS AND CITY OF LONGWOOD STATE ROAD 17 -92 MUNICIPAL SERVICE AREA THIS INTERLOCAL AGREEMENT ( "Agreement ") is made and entered into this 8` day of September, 2005, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation (hereinafter "Winter Springs "), and the CITY OF LONGWOOD, a Florida Municipal Corporation (hereinafter "Longwood "). WITNESSETH: WHEREAS, the subject matter of this Interlocal Agreement is limited to the provision of water and sewer service and other municipal services along a certain part of the eastern side of State Road 17 -92 which lies within the City of Winter Springs or between the City of Winter Springs and the City of Longwood; and WHEREAS, Winter Springs and Longwood recognize that due to the current configuration of their respective municipal boundaries and several pockets of unincorporated Seminole County areas along the eastern side of the S.R. 17 -92 corridor, � � I. the provision of municipal services in an efficient and cost effective manner is very challenging and requires cooperation and joint planning between Winter Springs and 5 Longwood; and WHEREAS Winter Springs and Lon Longwood share a common interest in ensuring, �'�' g, to the extent feasible, that municipal services are efficiently provided along the S.R. 17- 92 corridor in a cost effective manner; and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 1 of 16 WHEREAS, Winter Springs and Longwood acknowledge that Longwood is presently better situated to provide more efficient and cost effective water and sewer services along the S.R. 17 -92 corridor; and WHEREAS, Winter Springs and Longwood also acknowledge that Winter Springs is presently better situated to provide other municipal services in a more efficient and cost effective manner along the eastern side of the S.R. 17-92 corridor; and WHEREAS, this Agreement is entered into pursuant to the general authority granted municipalities under the Florida Municipal Home Rule Powers Act and the Florida Interlocal Cooperation Act of 1969; and WHEREAS, the Florida Interlocal Cooperation Act of 1969 specifically encourages and permits local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of government organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities; and WHEREAS, the Local Government Comprehensive Planning and Land Development Regulation Act also specifically encourages the joint planning coordination between and among municipalities to facilitate and promote the adequate and efficient provision of municipal services; and WHEREAS, Section 180.19 (1), Florida Statutes, further authorizes municipalities to provide water and sewer services to other municipalities or property Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 2 of 16 owners within the limits of another municipality upon such terms and conditions as may be agreed between the municipalities and the owners of such outside property; and WHEREAS, Winter Springs and Longwood agree that this Agreement, and the joint planning concepts set forth herein, will best promote the public interest of both cities by reducing the possibility of future conflicts regarding the provision of municipal services in the area described in this Agreement; and WHEREAS, this Agreement also furthers the public policy of the State of Florida, established pursuant to Chapter 171, Florida Statutes, to eliminate enclaves and pockets of unincorporated areas that may cause a significant strain on the provision of municipal services. NOW THEREFORE, in consideration of the covenants and agreement hereinafter set forth, to be kept and performed by both parties, Winter Springs and Longwood agree as follows: 1.0 Recitals. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference. 2.0 Definitions. Unless the context clearly indicates otherwise, the following words and phrases shall have the meaning hereafter ascribed below: 2.1 "Agreement" shall mean this Interlocal agreement between the city of Winter Springs and the city of Longwood. 2.2 "Winter Springs" shall mean the city of Winter Springs, a Florida municipal corporation. 2.3 "Longwood" shall mean the city of Longwood, a Florida municipal Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 3 of 16 corporation. 2.4 "Service Area" shall mean the area along the eastern side of State Road 17 -92 and more specifically defined on Exhibit "A." Exhibit "A" is hereby fully incorporated into this Agreement by this reference. 2.5 "Gross Revenue" shall mean all gross revenues collected by Longwood for providing water and sewer service to properties located within the City of Winter Springs and within the Service Area including, but not limited to, all rates, fees, and charges authorized pursuant to Section 180.191, Florida Statutes, and the City of Longwood Code of Ordinances. 3.0 Procedure for Providing Water and Sewer Service Prior to providing water and sewer service to a particular property within the Service Area, Longwood shall provide Winter Springs with written notice of its intent to provide such service. Upon receipt of said notice, Winter Springs shall promptly verify in writing that the property is subject to this Agreement and verify that the property is either located within the jurisdictional boundaries of the Winter Springs or unincorporated Seminole County. 3.1 Property in Winter Springs. If Winter Springs verifies that the property is located within the City of Winter Springs, Longwood may immediately proceed to provide water and sewer service to said property subject to the terms and conditions set forth in paragraph 4.0 of this Agreement. 3.2 Property in Unincorporated Seminole County. If Winter Springs Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 4 of 16 verifies that the property is located within unincorporated Seminole County, Longwood shall require, as a condition precedent to providing water and sewer service, that the property owner enter into a voluntary annexation agreement with Winter Springs. The annexation agreement shall be on a form proscribed by Winter Springs. At such time the annexation agreement is fully executed by the property owner and Winter Springs, Longwood may immediately proceed to provide water and sewer service to said property. At such time that Winter Springs completes any annexation subject to this Agreement, Winter Springs shall provide Longwood with written notice. Upon receipt of said notice, the annexed property shall be subject to the terms and conditions set forth in paragraph 4.0 of this Agreement. Notwithstanding the aforementioned, if Longwood is providing water and sewer service to a property within unincorporated Seminole County at the effective date of this Agreement, Longwood and Winter Springs agree to encourage the owner of said property to execute an annexation agreement with Winter Springs in furtherance of joint planning purposes set forth hereunder. 4.0 Properties within the City of Winter Springs Winter Springs hereby consents and grants Longwood a limited franchise to provide water and sewer service to properties located both within the City of Winter Springs and the Service Area. This franchise shall grant Longwood the right to construct, operate, own, and maintain in existing and future rights -of -way, within the Service Area, the utility lines and equipment Interlocal Agreement City of Winter Springs and City of Longwood SK 17 -92 Service Area Page 5 of 16 deemed necessary for the proper operation and maintenance of the City of Longwood utility system to provide the water and sewer service authorized by this Agreement. Further, the franchise shall be strictly limited to those properties lying within the Service Area, and shall be subject to the following terms and conditions: 4.1 Optional Franchise Fee. For the privilege of providing water and sewer service within the corporate limits of the City of Winter Springs, Winter Springs reserves the right to impose a franchise fee, to the extent permitted by law, on the water and sewer services provided by Longwood under this Agreement. Should Winter Springs impose a franchise fee, the franchise fee shall be calculated based on the Gross Revenue collected by Longwood from each customer that receives water and sewer service. In addition, Longwood agrees to pay the franchise fee to Winter Springs on a monthly basis unless otherwise provided by law. In a manner acceptable to both parties, Longwood shall provide Winter Springs a written monthly accounting, by customer, of the franchise fee and the Gross Revenues collected in the City of Winter Springs. Any franchise fee imposed pursuant to this paragraph shall not apply to water and sewer services provided by Longwood within unincorporated Seminole County. 4.2 Municipal Public Service Tax. To the extent permitted by law, including Section 166.231, Florida Statutes, Winter Springs reserves the right to impose a municipal public service tax on all water services Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 6 of 16 provided by Longwood within the corporate limits of Winter Springs. Additionally, should the current law change and authorize Winter Springs to impose a municipal public service tax on sewer service, Winter Springs shall have the right to impose such tax to the extent permitted by law and the provisions of this paragraph shall also apply to such taxes imposed on sewer service. All such taxes imposed under this Agreement shall be collected by Longwood at the time of the payment for such services by the customer. Longwood shall remit the taxes collected to Winter Springs on a monthly basis unless otherwise provided by law. Longwood acknowledges that at the effective date of this Agreement, Winter Springs currently imposes a ten percent (10 %) municipal public service tax on all water service provided within the City of Winter Springs and Longwood agrees that it shall impose and collect such tax on all properties within the City of Winter Springs that are subject to this Agreement. Any municipal public service tax imposed pursuant to this paragraph shall not apply to water and sewer services provided by Longwood within unincorporated Seminole County. 4.3 Rates. All rates, fees, and charges imposed on water and sewer customers by Longwood shall comply with Section 181.191, Florida Statutes and other applicable laws. Longwood shall provide Winter Springs with at least ten (10) days written notice of any proposed change in water and sewer rates, fees, and charges. Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 7 of 16 4.4 Other Municipal Services. Winter Springs shall provide all other municipal services to the Service Area including, but not limited to, police, fire, code enforcement, planning and zoning, stormwater, and solid waste services. 4.5 Winter Springs' Option to Purchase. Upon termination of this Agreement, Winter Springs shall have the right to purchase Longwood's water and sewer utility infrastructure, and customers serviced thereby, located within the municipal boundaries of the City of Winter Springs under the terms and conditions set forth herein. In order to exercise this option, Winter Springs must provide Longwood written notice of its intent to purchase said infrastructure and customers. Said notice must be received at such time the parties mutually terminate this Agreement or within ninety (90) days prior to the term of this Agreement expiring in accordance with paragraph 9.0. Otherwise, if timely notice is not provided, the option shall expire and be of no further force and effect. If said notice is timely given, Longwood and Winter Springs shall meet, to the extent reasonably necessary, to determine the terms and conditions of the sale of said utility infrastructure including, but not limited to, the purchase price for such facilities based upon the fair market value of Longwood's water and sewer utility which is operating within the City of Winter Springs pursuant to this Agreement, the closing date, and the orderly transfer of customers. Upon final determination of the terms and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 8 of 16 conditions of the sale and unless a different closing date is mutually agreed to in writing by the parties, the parties shall close on the purchase, and transfer of the infrastructure and customers, within three hundred and sixty (360) days of Winter Springs written notice of intent to purchase said infrastructure and customers. Longwood reserves the right to increase the sale price sixty (60) days prior to closing for any improvements to the infrastructure made by Longwood. The increase to the sale price shall be based only on the actual cost of the infrastructure (labor and materials). Longwood will make only those improvements as it would make in the ordinary course of its business or as directed by the agencies regulating Longwood's operation. If Winter Springs fails to close the purchase within the time frame set forth herein, Longwood shall have the right to terminate the sale and Winter Springs' option to purchase shall expire and be of no further force and effect. 5.0 Conditions Precedent All rights, obligations and liabilities of the parties under this Agreement shall be subject to the satisfaction of the following conditions precedent: 5.1 The complete execution of this Agreement by the parties. 5.2 The approval of this Agreement by both the City Commission of Winter Springs, Florida and the City Commission of Longwood, Florida. Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 9 of 16 5.3 The Agreement being filed with the Clerk of the Circuit Court in and for Seminole County, Florida, pursuant to Section 163.01 (11), Florida Statutes. 6.0 Representations of Winter Springs Winter Springs makes the following representations to Longwood: 6.1 Winter Springs is duly organized and in good standing under the laws of the State of Florida, and is duly qualified and authorized to carry on the governmental functions and operations set forth in this Agreement. 6.2 Winter Springs has the power, authority and legal right to enter into and perform the obligations set forth in this Agreement, and the execution, delivery and performance hereof by Winter Springs, (i) has been duly authorized by the City Commission of Winter Springs; (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon the assets of Winter Springs, except as otherwise provided herein. 7.0. Representations of Longwood Longwood makes the following representations to Winter Springs: 7.1 Longwood is duly organized and in good standing under the laws of the State of Florida, and is duly authorized to carry on the governmental functions and operations set forth in this Agreement. 7.2 Longwood has the power, authority, and legal right to enter into and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 10 of 16 perform the obligations set forth in this Agreement, and the execution, delivery and performance hereof by Longwood (i) has been duly authorized by the City Commission of Longwood; (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon the assets of Longwood, except as otherwise provided herein. 8.0 Recordation This Agreement shall be considered an Agreement pursuant to Section 163.01, Florida Statutes. A true and correct copy of this Interlocal Agreement shall be filed with the Clerk of the Circuit Court in and for Seminole County, Florida, by Winter Springs and Winter Springs shall provide Longwood with a recorded copy of the Interlocal Agreement upon receipt from the Clerk of the Circuit Court. 9.0 Term The term of this Agreement shall be for thirty (30) years, unless sooner terminated by mutual written Agreement of Winter Springs and Longwood. By mutual agreement, Longwood may renew this Agreement for an additional thirty (30) year term. 10.0 Notices. All notices and correspondence shall be (i) hand delivered (with signed acknowledgment of receipt or affidavit of delivery), (ii) delivered by registered or certified mail, return receipt requested, or (iii) delivered by overnight carrier with signed acknowledgment of receipt. All such notices and correspondence shall be sent to the respective parties, with copies forwarded to their agents or attorneys, at the addresses set forth below or at such other addresses as the parties hereto shall designate to each other in writing. Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 11 of 16 (a) if to Winter Springs: (b) if to Longwood: CITY OF WINTER SPRINGS Attention City Manager 1126 East State Road 434 Winter Springs, FL 32708 Telephone: 407 - 327 -5957 Facsimile: 407 - 327 -7575 CITY OF LONGWOOD Attention City Manager 175 West Warren Avenue Longwood, Florida 32750 Telephone: 407 - 260 -3440 Facsimile: 407 - 260 -3419 Any notice or demand so given, delivered or made by United States Mail, shall be deemed so given, delivered or made three (3) days after the same is deposited in the United States mail, registered or certified, return receipt requested, addressed as above provided, with postage thereon prepaid. Any such notice, demand or document hand delivered or made by overnight carrier shall be deemed to be given, delivered or made upon delivery (or attempted delivery, if deliver is not accepted) of the same at the address where the same is to be given, delivered or made. 11.0 Severability It is further understood and agreed that in the event any provision of this Agreement shall be adjudged, decreed, held, or ruled to be invalid, such provision or a portion thereof shall be deemed severable, and it shall not invalidate or impair the agreement as a whole or any other provision of the Agreement. 12.0 Non - Waiver No covenant, term, condition (or breach thereof), shall be deemed waived, except by written consent of the party against whom the waiver is claimed. A waiver of any covenant, term, or condition (or breach thereof), shall not be deemed to be a waiver of any other covenant, term or condition (or breach thereof). Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 12 of 16 13.0 Captions Captions and headings in this Agreement are for convenience only and shall not be relied upon in construing the meaning of this Agreement or any of its provisions. 14.0 Choice of law: Venue This Agreement has been made and entered into in the State of Florida, County of Seminole, and the laws of such state shall govern the validity and interpretation of this Agreement and the performance due hereunder. The parties agree that venue shall be exclusively in Seminole County, Florida, for all state disputes or actions which arise out of or are based upon this Agreement, and in Orlando, Florida, for all federal disputes or actions which arise out of or are based upon this Agreement. 15.0 Integration The drafting, execution, and delivery of this Agreement by the parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. The parties agree that they have both contributed equally to the drafting of this Agreement and this Agreement shall not be construed more favorably against the other in the event of any conflict with regards to the terms and conditions used herein. 16.0 Attorneys Fees. In the event that any party brings suit to enforce any of the provisions of this Agreement, each party agrees to bear its own costs and expenses of Interlocal Agreement City of Winter Springs and City of Longwood S.R 17 -92 Service Area Page 13 of 16 such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial, post judgment, or an appeal. 17.0 Indemnification To the extent permitted by law, and without waiving sovereign immunity, each party to this Agreement shall be responsible for any and all claims, demands, suites, actions, damages, and causes of action related to or arising out of or in any way connected with its own actions and omissions, and the actions and omissions of its personnel, in performing its obligations pursuant to the terms and conditions of this Agreement. 18.0 Sovereign Immunity Nothing contained in this Agreement shall be construed as a waiver of Winter Springs's or Longwood's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on their potential liability under state or federal law. 19.0 Assignment Prohibited: Third Parties Assignment of this Agreement is strictly prohibited. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Winter Springs and Longwood, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Winter Springs and Longwood and not for the benefit of any other party. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this day and year first above written. {Signature Page Followsl Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 14 of 16 CITY OF WINTER SPwN�, I�I,�'OR rio en, By:C Joh . Bush, Mayor ATTES By: -- ea Lorenzo- Luaces, City Clerk AS TO LE F RM AND SUFFICIENCY: BY: Anthony . Garganese, City Attorney CITY OF LONGWOOD, FLORIDA By: .G. "Butch" Bundy, Mayor ATTEST: By: . . Sarah Mijares,City Clerk AS TO LEGAL AND SUFFICIENCY: BY: Richard Taylor, City A ey Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 15 of 16 . . . 1 1 IS Wlz Pelican LaKe Park. g ro ■f — ■ ■ ■■ ■■ ■ ■■ �� � � � 11111 ■� �= IN ■t milim I l i tI E . .I or, :' ■■■i■E ■1 ■IM■■■E 1 99 yIPA r Il i j f f� L-] L l ow ~ � MON OEM IME — okCoun iyProperiyAppraoer- Copyr�ht {CJ200�20fCi3, Utility Service Area Annexation Limits — — — — — Exhibit A Ps%� I(o BROWN, GARGANESE, WEISS & UAGRESTA, P.A. Attorney at Law Debra S. Babb- Nutcher" Offices in Orlando, Kissimmee Joseph E. Blitch Usher L. Brown' & Cocoa Victoria L. Cecil Suzanne D'Agresta" Scott J. Dornstein Anthony A. Garganese° Andrew M. Fisher J.W. Taylor Katherine W. Latorre Jeffrey S. Weiss Paul H. McLester Amy J. Pitsch 'Board Certified Civil Trial Lawyer "Board Certified City, County & Local Government Law EOfCou O'Leary JAN 3 0 2006 CITY OF WINTER SPRINGS OFFICE OF THE CITY CLERK VIA U.S. MAIL Andrea Lorenzo - Luaces, City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 January 25, 2006 Re: Winter Springs / Longwood Interlocal Agreement Dear Andrea: Enclosed please find the original fully executed and recorded above referenced Agreement. This original Agreement is being provided to your office for safekeeping. As you may recall, this is the second time that we have had this document recorded. After looking over the document that was recorded by the City of Longwood, Anthony noticed an error in the numbering pattern and felt it necessary to re- record the corrected document. Should you have any questions, do not hesitate to call. Very truly yours, i Sandi Bowker Assistant to A. Garganese City Attorney /slb 225 East Robinson Street, Suite 660 • P.O. Box 2873 •Orlando, Florida 32802 -2873 Orlando (407) 425 -9566 Fax (407) 425 -9596 • Kissimmee (321) 402 -0144 • Cocoa & Viera (866) 425 -9566 Website: www.oriandolaw.net • Email: firm@orlandolaw.net .` . ^ ^ ^ MARYANNE MORSE CLERK OF COURT, S5MlNOLE COUNTY 301 NORTH PARK AVE SANFORD, FL 32771 407-665-4411 DATE:01/18/2006 TlME:03:21:28 PM BROWN GARGANESE WElSS ITEM —01 AGR C FlLE:2006008829 RECORDING FEE Sub. Total -------------- AMOUNT DUE: PAID CHECK: Check 0:20263 TOTAL PAID: 3:21:28 PM BK/PG:U 6086/0906 137.50 137.50 ---------- $137.50 $137.50 $137.50 $137.50 REC BY:GHARFORD DEPUTY CLERK Have a Nice Day RECEIVED N SEP 2 3 2005 CITY OF WINTER SPRINGS INTERLOCAL AGREEMENT OFFICE OF THE CITY CLERK CITY OF WINTER SPRINGS AND CITY OF LONGWOOD STATE ROAD 17 -92 MUNICIPAL SERVICE AREA THIS INTERLOCAL AGREEMENT ("Agreement') is made and entered into this day of t1rM, 2005, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation (hereinafter "Winter Springs "), and the CITY OF LONGWOOD, a Florida Municipal Corporation (hereinafter "Longwood'). WITNESSETH: WHEREAS, the subject matter of this Interlocal Agreement is limited to the provision of water and sewer service and other municipal services along a certain part of the eastern side of State Road 17 -92 which lies within the City of Winter Springs or between the City of Winter Springs and the City of Longwood; and WHEREAS, Winter Springs and Longwood recognize that due to the current configuration of their respective municipal boundaries and several pockets of unincorporated Seminole County areas along the eastern side of the S.R. 17 -92 corridor, the provision of municipal services in an efficient and cost effective manner is very challenging and requires cooperation and joint planning between Winter Springs and Longwood; and WHEREAS, Winter Springs and Longwood share a common interest in ensuring, to the extent feasible, that municipal services are efficiently provided along the S.R. 17- 92 corridor in a cost effective manner; and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 1 of 16 WHEREAS, Winter Springs and Longwood acknowledge that Longwood is presently better situated to provide more efficient and cost effective water and sewer services along the S.R. 17 -92 corridor; and WHEREAS, Winter Springs and Longwood also acknowledge that Winter Springs is presently better situated to provide other municipal services in a more efficient and cost effective manner along the eastern side of the S.R. 17-92 corridor, and WHEREAS, this Agreement is entered into pursuant to the general authority granted municipalities under the Florida Municipal Home Rule Powers Act and the Florida Interlocal Cooperation Act of 1969; and WHEREAS, the Florida Interlocal Cooperation Act of 1969 specifically encourages and permits local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of government organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities; and WHEREAS, the Local Government Comprehensive Planning and Land Development Regulation Act also specifically encourages the joint planning coordination between and among municipalities to facilitate and promote the adequate and efficient provision of municipal services; and WHEREAS, Section 180.19 (1), Florida Statutes, further authorizes municipalities to provide water and sewer services to other municipalities or property Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 2 of 16 owners within the limits of another municipality upon such terms and conditions as may be agreed between the municipalities and the owners of such outside property; and WHEREAS, Winter Springs and Longwood agree that this Agreement, and the joint planning concepts set forth herein, will best promote the public interest of both cities by reducing the possibility of future conflicts regarding the provision of municipal services in the area described in this Agreement; and WHEREAS, this Agreement also furthers the public policy of the State of Florida, established pursuant to Chapter 171, Florida Statutes, to eliminate enclaves and pockets of unincorporated areas that may cause a significant strain on the provision of municipal services. NOW THEREFORE, in consideration of the covenants and agreement hereinafter set forth, to be kept and performed by both parties, Winter Springs and Longwood agree as follows: 1.0 Recitals. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference. 2.0 Defmitions. Unless the context clearly indicates otherwise, the following words and phrases shall have the meaning hereafter ascribed below: 2.1 "Agreement" shall mean this Interlocal agreement between the city of Winter Springs and the city of Longwood. 1.2 "Winter Springs" shall mean the city of Winter Springs, a Florida municipal corporation. 1.3 "Longwood" shall mean the city of Longwood, a Florida municipal Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 3 of 16 corporation. 1.4 "Service Area" shall mean the area along the eastern side of State Road 17 -92 and more specifically defined on Exhibit "A." Exhibit "A" is hereby fully incorporated into this Agreement by this reference. 1.5 "Gross Revenue" shall mean all gross revenues collected by Longwood for providing water and sewer service to properties located within the City of Winter Springs and within the Service Area including, but not limited to, all rates, fees, and charges authorized pursuant to Section 180.191, Florida Statutes, and the City of Longwood Code of Ordinances. 3.0 Procedure for Providing Water and Sewer Service. Prior to providing water and sewer service to a particular property within the Service Area, Longwood shall provide Winter Springs with written notice of its intent to provide such service. Upon receipt of said notice, Winter Springs shall promptly verify in writing that the property is subject to this Agreement and verify that the property is either located within the jurisdictional boundaries of the Winter Springs or unincorporated Seminole County. 2.1 Property in Winter Springs. If Winter Springs verifies that the property is located within the City of Winter Springs, Longwood may immediately proceed to provide water and sewer service to said property subject to the terms and conditions set forth in paragraph 4.0 of this Agreement. 2.2 Property in Unincorporated Seminole County. If Winter Springs Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 4 of 16 verifies that the property is located within unincorporated Seminole County, Longwood shall require, as a condition precedent to providing water and sewer service, that the property owner enter into a voluntary annexation agreement with Winter Springs. The annexation agreement shall be on a form proscribed by Winter Springs. At such time the annexation agreement is fully executed by the property owner and Winter Springs, Longwood may immediately proceed to provide water and sewer service to said property. At such time that Winter Springs completes any annexation subject to this Agreement, Winter Springs shall provide Longwood with written notice. Upon receipt of said notice, the annexed property shall be subject to the terms and conditions set forth in paragraph 4.0 of this Agreement. Notwithstanding the aforementioned, if Longwood is providing water and sewer service to a property within unincorporated Seminole County at the effective date of this Agreement, Longwood and Winter Springs agree to encourage the owner of said property to execute an annexation agreement with Winter Springs in furtherance of joint planning purposes set forth hereunder. 4.0 Properties within the City of Winter Springs Winter Springs hereby consents and grants Longwood a limited franchise to provide water and sewer service to properties located both within the City of Winter Springs and the Service Area_ This franchise shall grant Longwood the right to construct, operate, own, and maintain in existing and future rights -of -way, within the Service Area, the utility lines and equipment Interlocal Agreement City of Winter Springs and City of Longwood S.IL 17-92 Service Area Page 5 of 16 deemed necessary for the proper operation and maintenance of the City of Longwood utility system to provide the water and sewer service authorized by this Agreement. Further, the franchise shall be strictly limited to those properties lying within the Service Area, and shall be subject to the following terms and conditions: 4.1 Optional Franchise Fee. For the privilege of providing water and sewer service within the corporate limits of the City of Winter Springs, Winter Springs reserves the right to impose a franchise fee, to the extent permitted by law, on the water and sewer services provided by Longwood under this Agreement. Should Winter Springs impose a franchise fee, the franchise fee shall be calculated based on the Gross Revenue collected by Longwood from each customer that receives water and sewer service. In addition, Longwood agrees to pay the franchise fee to Winter Springs on a monthly basis unless otherwise provided by law. In a manner acceptable to both parties, Longwood shall provide Winter Springs a written monthly accounting, by customer, of the franchise fee and the Gross Revenues collected in the City of Winter Springs. Any franchise fee imposed pursuant to this paragraph shall not apply to water and sewer services provided by Longwood within unincorporated Seminole County. 4.2 Municipal Public Service Tax. To the extent permitted by law, including Section 166.231, Florida Statutes, Winter Springs reserves the right to impose a municipal public service tax on all water services Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 6 of 16 provided by Longwood within the corporate limits of Winter Springs. Additionally, should the current law change and authorize Winter Springs to impose a municipal public service tax on sewer service, Winter Springs shall have the right to impose such tax to the extent permitted by law and the provisions of this paragraph shall also apply to such taxes imposed on sewer service. All such taxes imposed under this Agreement shall be collected by Longwood at the time of the payment for such services by the customer. Longwood shall remit the taxes collected to Winter Springs on a monthly basis unless otherwise provided by law. Longwood acknowledges that at the effective date of this Agreement, Winter Springs currently imposes a ten percent (10 0 /9) municipal public service tax on all water service provided within the City of Winter Springs and Longwood agrees that it shall impose and collect such tax on all properties within the City of Winter Springs that are subject to this Agreement. Any municipal public service tax imposed pursuant to this paragraph shall not apply to water and sewer services provided by Longwood within unincorporated Seminole County. 43 Rates. All rates, fees, and charges imposed on water and sewer customers by Longwood shall comply with Section 181.191, Florida Statutes and other applicable laws. Longwood shall provide Winter Springs with at least ten (10) days written notice of any proposed change in water and sewer rates, fees, and charges. Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 7 of 16 4.4 Other Municipal Services. Winter Springs shall provide all other municipal services to the Service Area including, but not limited to, police, fire, code enforcement, planning and zoning, stormwater, and solid waste services. 4.5 Winter Springs'Option to Purchase. Upon termination of this Agreement, Winter Springs shall have the right to purchase Longwood's water and sewer utility infrastructure, and customers serviced thereby, located within the municipal boundaries of the City of Winter Springs under the terms and conditions set forth herein. In order to exercise this option, Winter Springs must provide Longwood written notice of its intent to purchase said infrastructure and customers. Said notice must be received at such time the parties mutually terminate this Agreement or within ninety (90) days prior to the term of this Agreement expiring in accordance with paragraph 9.0. Otherwise, if timely notice is not provided, the option shall expire and be of no further force and effect. If said notice is timely given, Longwood and Winter Springs shall meet, to the extent reasonably necessary, to determine the terns and conditions of the sale of said utility infrastructure including, but not limited to, the purchase price for such facilities based upon the fair market value of Longwood's water and sewer utility which is operating within the City of Winter Springs pursuant to this Agreement, the closing date, and the orderly transfer of customers. Upon final determination of the terms and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 8 of 16 conditions of the sale and unless a different closing date is mutually agreed to in writing by the parties, the parties shall close on the purchase, and transfer of the infrastructure and customers, within three hundred and sixty (360) days of Winter Springs written notice of intent to purchase said infrastructure and customers. Longwood reserves the right to increase the sale price sixty (60) days prior to closing for any improvements to the infrastructure made by Longwood. The increase to the sale price shall be based only on the actual cost of the infrastructure (labor and materials). Longwood will make only those improvements as it would make in the ordinary course of its business or as directed by the agencies regulating Longwood's operation. If Winter Springs fails to close the purchase within the time frame set forth herein, Longwood shall have the right to terminate the sale and Winter Springs' option to purchase shall expire and be of no further force and effect. 5.0 Conditions Precedent All rights, obligations and liabilities of the parties under this Agreement shall be subject to the satisfaction of the following conditions precedent: 5.1 The complete execution of this Agreement by the parties. 5.2 The approval of this Agreement by both the City Commission of Winter Springs, Florida and the City Commission of Longwood, Florida. Interlocal Agreement City of Winter Springs and City of Longwood S.1L 17 -92 Service Area Page 9 of 16 43 The Agreement being filed with the Clerk of the Circuit Court in and for Seminole County, Florida, pursuant to Section 163.01(11), Florida Statutes. 6.0 $gnresentations of Winter Springs Winter Springs makes the following representations to Longwood: 5.1 Winter Springs is duly organized and in good standing under the laws of the State of Florida, and is duly qualified and authorized to carry on the governmental functions and operations set forth in this Agreement. 5.2 Winter Springs has the power, authority and legal right to enter into and perform the obligations set forth in this Agreement, and the execution, delivery and performance hereof by Winter Springs, (i) has been duly authorized by the City Commission of Winter Springs; (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon the assets of Winter Springs, except as otherwise provided herein. 7.0. Representations of Longwood Longwood makes the following representations to Winter Springs: 6.1 Longwood is duly organized and in good standing under the laws of the State of Florida, and is duly authorized to carry on the governmental functions and operations set forth in this Agreement. 6.2 Longwood has the power, authority, and legal right to enter into and Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 10 of 16 perform the obligations set forth in this Agreement, and the execution, delivery and performance hereof by Longwood (i) has been duly authorized by the City Commission of Longwood; (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon the assets of Longwood, except as otherwise provided herein. 8.0 Recordation This Agreement shall be considered an Agreement pursuant to Section 163.01, Florida Statutes. A true and correct copy of this Interlocal Agreement shall be filed with the Clerk of the Circuit Court in and for Seminole County, Florida, by Winter Springs and Winter Springs shall provide Longwood with a recorded copy of the Interlocal Agreement upon receipt from the Clerk of the Circuit Court. 9.0 Term. The term of this Agreement shall be for thirty (30) years, unless sooner terminated by mutual written Agreement of Winter Springs and Longwood. By mutual agreement, Longwood may renew this Agreement for an additional thirty (30) year term. 10.0 Nodces. All notices and correspondence shall be (i) hand delivered (with signed acknowledgment of receipt or affidavit of delivery), (ii) delivered by registered or certified mail, return receipt requested, or (iii) delivered by overnight carrier with signed acknowledgment of receipt. All such notices and correspondence shall be sent to the respective parties, with copies forwarded to their agents or attorneys, at the addresses set forth below or at such other addresses as the parties hereto shall designate to each other in writing. Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 11 of 16 (a) if to Winter Springs: (b) if to Longwood: CITY OF WINTER SPRINGS Attention City Manager 1126 East State Road 434 Winter Springs, FL 32708 Telephone: 407-327-5957 Facsimile: 407- 327 -7575 CITY OF LONGWOOD Attention City Manager 175 West Warren Avenue Longwood, Florida 32750 Telephone: 407 - 260 -3440 Facsimile: 407- 260 -3419 Any notice or demand so given, delivered or made by United States Mail, shall be deemed so given, delivered or made three (3) days after the same is deposited in the United States mail, registered or certified, return receipt requested, addressed as above provided, with postage thereon prepaid. Any such notice, demand or document hand delivered or made by overnight carrier shall be deemed to be given, delivered or made upon delivery (or attempted delivery, if deliver is not accepted) of the same at the address where the same is to be given, delivered or made. 11.0 Severab ft It is further understood and agreed that in the event any provision of this Agreement shall be adjudged, decreed, held, or ruled to be invalid, such provision or a portion thereof shall be deemed severable, and it shall not invalidate or impair the agreement as a whole or any other provision of the Agreement. 12.0 Non - Waiver No covenant, term, condition (or breach thereof), shall be deemed waived, except by written consent of the party against whom the waiver is claimed. A waiver of any covenant, term, or condition (or breach thereof), shall not be deemed to be a waiver of any other covenant, term or condition (or breach thereof). Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 12 of 16 13.0 Captions. Captions and headings in this Agreement are for convenience only and shall not be relied upon in construing the meaning of this Agreement or any of its provisions. 14.0 Choice of law: Venue This Agreement has been made and entered into in the State of Florida, County of Seminole, and the laws of such state shall govern the validity and interpretation of this Agreement and the performance due hereunder. The parties agree that venue shall be exclusively in Seminole County, Florida, for all state disputes or actions which arise out of or are based upon this Agreement, and in Orlando, Florida, for all federal disputes or actions which arise out of or are based upon this Agreement. 15.0 Integration The drafting, execution, and delivery of this Agreement by the parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. The parties agree that they have both contributed equally to the drafting of this Agreement and this Agreement shall not be construed more favorably against the other in the event of any conflict with regards to the terms and conditions used herein. 16.0 Attorneys Fees. In the event that any party brings suit to enforce any of the provisions of this Agreement, each party agrees to bear its own costs and expenses of Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17 -92 Service Area Page 13 of 16 such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial, post judgment, or an appeal. 17.0 Indemnification To the extent permitted by law, and without waiving sovereign immunity, each party to this Agreement shall be responsible for any and all claims, demands, suites, actions, damages, and causes of action related to or arising out of or in any way connected with its own actions and omissions, and the actions and omissions of its personnel, in performing its obligations pursuant to the terms and conditions of this Agreement. 18.0 Sovereign immunity Nothing contained in this Agreement shall be construed as a waiver of Winter Springs's or Longwood's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on their potential liability under state or federal law. 19.0 Assignment Prohibited Third Parties Assignment of this Agreement is strictly prohibited. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Winter Springs and Longwood, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Winter Springs and Longwood and not for the benefit of any other part. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this day and year first above written. {Signature Page Follows} interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 14 of 16 i 1 CITY 4 • R SPRINGS; gORIDA r V � B Jo ,':41s, jV�,ayor fo Alit ATTEST: By: Andrea Ld1Anzo-Laaces, City Clerk AS TO LE AND SUFFICIENCY: BY: nthony A. arganese, City Attorney CITY OF LONGWOOD, FLORIDA ii1'i . arch res,City ZWk AS' BY: Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 15 of 16 H.G. `Batch" Bondy, Mayor Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 15 of 16 Exhibit "A" — Service Area Interlocal Agreement City of Winter Springs and City of Longwood S.R. 17-92 Service Area Page 16 of 16 r',.:iran LAk, Far F Lake Wayman n131h.1 „rFj Far! N ATION 17 Lake Gem Winter-9 prini]s GolfCou M La Talmo ME , Lake Irene Boat ake