545-Seminole-Wholesale Sewage (2) SEMINOLE COUNTY AND TME CITY OF SANFORD
WHOLESALE SEWAGE SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this [~ day of
, , 199 by and between SEMINOLE COUNTY, a
political subdivision of the State of Florida, whose address is
Seminole County Services Building, 1101 East First Street, Sanford,
Florida 32771 hereafter referred to as "COUNTY," and the CITY OF~
SANFORD, a Florida municipal corporation, whose mailing address is
Post Office Box 1788, Sanford, Florida 32772-1788, hereinafter
referred to as "SANFORD."
WITNESETH:
WHEREAS, COUNTY owns and operates a wastewater system located
~ ,,
· n Seminole County, hereinafter referred to as "Wastewater System,
and is desirous of selling on a wholesale basis wastewater
treatment and disposal services to SANFORD; and
WHEREAS, SANFORD owns and operates a wastewater system located
in Sanford, Florida, and
WHEREAS, SANFORD wishes to connect to the COUNTY's Wastewater
System and purchase wastewater capacity on a wholesale basis from
COUNTY to provide sanitary sewer and wastewater disposal service to
f_3>03
-e~ certain lands, incldding the Seminole Town Center, a facility owned
~~ and to be maintained and operated by Simon Property Group, L.P.,
· ~. c,, and located in the corporate limits of Sanford, Florida, and for
c~,,~ which construction shall be completed on or about September 20,
3 e~ ~ 1995, all lands as depicted in Exhibit "A," attached hereto and
incorporated herein by reference; and
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2932
ted at a COUNTY wastewater treatment facility; and
IrdEREAS, COUNTY and SANFORD executed an Urban Service Area And
Utility Service Planning Area Agreement on October 18, 1990, and
Amended Agreement on December 13, 1993, to establish water and
~aste~ater utility service planning areas; and
WHEREAS, the land ~hich ~ill be served by S~FORD in accor-
dance ~ith this ~holesale Sewage Service ~9~eement
the aforementioned service planning a~eas; and
~EREAB, the COUNT~ desires and agrees to ~elinQuiSh the ~ight
to p~ovide ~aste~ate~ service to those lands so S~FORD may serve
~hose lands in accordance ~ith this ~holesale Sewage Service
Agreement.
NO~ ~HEREFORE, in consideration of the ~ecitals, mutual
covenants, agreements, p~omises he:ein contained, and othe~ good
and valuable consideration, the receipt and sufficiency of ~hich
hereby acknowledged, the parties covenant and agree as follows:
Section Z. Recitals. The foregoing ~ecitals a~e t~ue and
correct and fo~m a material part of this ~greement upon ~hich the
pa~ties have ~elied.
Section 2. Definitions. The pa~ties agree that in const~uin9
this Ag~eement~ the follo~in9 ~ords, phrases, and te~ms shall have '
the following meanings unless the context clea~ly indicates
otherwise:
(a) ~Q~eement - The COU~T~/SA~FORD Nholesale Sewage Service
~9~eement as it may f~om time to time be modified.
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(b) Collection Facilities - The lines, pi~)N~sF~d all
other appurtenant equipment owned, operated and maintained by
SANFORD to collect and transmit wastewater to the COUNTY Transmis-
sion Facilities.
(c) COUNTY Plant - Sewage treatment and disposal facilities
used by'COUNTY to treat wastewater and detain, transmit and dispose
of said treated wastewater in accordance with applicable regulatory
requirements.
(d) GPD - Gallons per day, average annual basis.
(e) Residential And Commercial Wastewater Strength -
Residential and commercial wastewater discharges exhibiting the
fgllowing characteristics: biochemical oxygen demand of 300 mg/1
or less, suspended solids of 300 mg/1 or less, and a pH between 6.5
and 8.0. Prohibited discharges include constituents that could
cause a fire or explosion; solid or viscous substances which could
obstruct flow or interfere with the system; discharges containing
any toxic pollutants; and any other discharges prohibited by
applicable Federal, State and local statute, ordinance, rule or
regulation. SANFORD shall require grease traps and industrial
pretreatment by its customers in accordance with Federal, State and
local guidelines.
(f) Transmission Facilities -
pipes, force mains, pumps, meters
equipment and facilities used by COUNTY to transmit wastewater from
the point of connection from the SANFORD Collection Facilities to
the headworks of the COUNTY Plant.
Master lift stations, lines, '
and all other appurtenant
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,SEHINOLE C0. FL.
(g) Wastewater Connection Fees - Fees and charges established
and collected by COUNTY to purchase Wastewater Service Capacity.
sold hereunder.
(h) Wastewater Service Capacity - The amount of wastewater
flow measured in GPD, which SANFORD wishes to purchase from COUNTY
and which COUNTY agrees to accept in its Wastewater System in
accordance with the terms of this Agreement.
(i) Wastewater System - Transmission Facilities and the
COUNTY Plant in which SANFORD is receiving Wastewater Service
Capacity on a wholesale basis, and which are operated and main-
tained by COUNTY.
i Section 3. Purpose. Subject to the terms and conditions
hereinafter set forth, COUNTY shall sell and provide to SANFORD,
and SANFORD shall purchase and receive from COUNTY, Wastewater
Service Capacity in an amount not to exceed 250,000 GPD. It is
mutually acknowledged by both parties that the intent of this
Agreement is for COUNTY to provide wholesale sewer service to
SANFORD and for SANFORD to provide retail sewer service to the
Seminole Towne Center.
Section 4. Term. This Agreement shall continue in full force
and effect from the complete execution hereof and thereafter for'
ten (10) years; provided, further, that the Agreement shall be '
automatically extended for successive periods of ten (10) years
each.
4
"':" :2932 I 17
· SEMINOLE CO. FL:
Section 5, Provisions of Wastewater Service Capacity. COUNTY
shall provide Wastewater Service Capacity to SANFORD in the
following manner and subject to the following terms and conditions.
(a) Capacity Purchase, SANFORD has identified and subject to
the terms and conditions hereinafter set forth, the COUNTY has
agreed to provide Wastewater Service Capacity to satisfy SANFORD's
Wastewater Service Capacity needs of approximately 250,000 GPD.
The COUNTY's obligation to provide the 250,000 GPD shall be
contingent upon SANFORD's payment to the COUNTY of applicable
Wastewater Connection Fees upon the COUNTY's ekecutkon of the
Florida Department of Environmental Protection ("FDEP") permit
~pplications for said capacity or any portion thereof. If
Wastewater Connection Fees are not paid by SANFORD as set forth
~. hereinabove, all rights and obligations under this Agreement shall
be terminated.
(b) Operation and Maintenance of Facilities. SANFORD shall
be responsible for the operation, maintenance and replacement of
the Collection Facilities to the point of connection to the
Transmission Facilities. The point of connection is conceptually
depicted on a map attached to and incorporated herein as Exhibit
"B." Operation, maintenance and replacement of the COUNTY Plant
and all pipes, fittings, valves and appurtenances, including the '
Transmission Facilities to the point of connection into the
Collection Facilities shall be the responsibility of COUNTY.
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(c) Metering. .SEMINOLE CO. FL.
(1) SANFORD shall furnish and install potable water
metering equipment capable of measuring all potable water flow.
The metering equipment shall remain the property of SANFORD and
SANFORD shall be responsible for the operation, maintenance and
replacement of the metering equipment. Further, the COUNTY may
read the meters at any time and have access thereto for testing
purposes. Written results of the COUNTY meter tests shall be
provided to SANFORD.
(2) SANFORD, at its expense, shall periodicakly inspect
and test the potable water meters at its discretion. Written
results of the meter inspections shall be provided to COUNTY.
(d) Wastewater Service Capacity.
(1) Both parties agree that after connection of the
Collection Facilities to the Transmission Facilities as provided
herein, the COUNTY will continuously provide to SANFORD, in
accordance with the provisions of this Agreement, Wastewater
Service Capacity in an amount not to exceed 250,000 GPD and in a
manner conforming with all applicable governmental requirements;
provided, however, the COUNTY's obligation shall be consistent with
and not greater than the COUNTY's obligation to provide wastewater
service to the public generally. Upon connection of the Collection '
Facilities to the Transmission Facilities, any customers that have
or will connect into the Collection Facilities shall be customers
of SANFORD and shall pay SANFORD's rates, fees, charges and
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deposits for wastewater service. Wastewater conne%%~gL~e~QaF~r
such customers'shall be calculated and paid at the COUNTY's rate.
(2) If, at any time, the COUNTY determines it is treat-
ing an amount of Wastewater Service Capacity in excess of the
quantity paid for by SANFORD, based on the annual daily flow
average, the COUNTY shall notify SANFORD of the amount of differ-
ence as provided in Section 14 herein and SANFORD, upon verifica-
tion of said excess quantity, shall promptly remit appropriate
payment to the COUNTY.
(3) SANFORD agrees that the wastewater~to b~ treated by
COUNTY will consist of wastewater as would be considered normal for
~ commercial connection as defined in Section 2(e) above. SANFORD
further agrees not to allow any dumping or discharge into the
Collection Facilities which could result in wastewater flowing into
the COUNTY's Wastewater System which does not comply with the
COUNTY's Wastewater System use rules. Should such wastewater flow
into the COUNTY's Wastewater System, SANFORD, upon notice of same,
shall insure such discharge is immediately discontinued using due
diligence and emergency police powers as required under the
circumstances. The occurrence of such a discharge shall not be
construed as a default by SANFORD under this Agreement provided the
discharge is not caused by the conduct of SANFORD and SANFORD uses
due diligence and emergency police powers as required under the
circumstances to insure such discharge and future potential
discharge is discontinued and prevented.
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?93? I 20
(4) SANFORD agrees that in the operation an~lER~tL~00p~.
of the COUNTY'S Wastewater System, COgNTY has certain obligations
to protect the health, safety and welfare of the public and to
prevent undue burden to the COUNTY's customers resulting from
extraordinary discharges attributable to SANFORD. SANFORD agrees
that all sewage or wastewater collected by SANFORD and transmitted
to COUNTY shall comply with the pretreatment requirements of the
COUNTY as specified in the COUNTY's Wastewater System User Rules
Ordinance prior to introduction into the COUNTY's Wastewater
System. SANFORD further agrees that the COUNTY may, at the
COUNTY's sole option, require pretreatment and/or special features
s~ch as grease traps to insure such conformity. SANFORD for itself
?
and its customers agrees to abide by all sewer use ordinances,
resolutions, rules and regulations related to the use of and
discharge to the COUNTY's Wastewater System as may be adopted from
time to time by the COUNTY. COUNTY shall provide SANFORD copies of
all applicable COUNTY ordinances, resolutions, rules and regula-
tions now in effect and as may be adopted or amended by the COUNTY
from time to time.
Section 6. Payment of Wastewater Connections Fees. COUNTY
shall reserve for SANFORD 250,000 GPD of Wastewater Capacity at the
rate of SEVEN AND NO/100 DOLLARS ($7.00) per gallon or at the '
current rate in effect at the time of COUNTY's execution of the
FDEP permit application for said capacity or any portion thereof.
SANFORD shall pay COUNTY Wastewater Connection Fees for the 250,000
GPD of Wastewater Capacity reserved pursuant to Section 5(a) above
upon execution of the FDEP permit for the capacity, or any portion
thereDf. COUNTY has previously received payment from Simon
Property Group, L.P., on December 16, 1993 of Wastewater Connection
Fees for 60,746 GPD of the Wastewater Capacity reserved herein.
Section 7. Return of Unused Capacity. If SANFORD is unable
to use all or any portion of the Wastewater Service Capacity
reserved hereunder, SANFORD may request in writing, to return said
capacity to COUNTY. The COUNTY may purchase the surplus capacity
from SANFORD at the rate originally paid by SANFORD for the
capacity. SANFORD shall not be entitled to nor ~eceive any
interest on fees or charges paid to the COUNTY. The COUNTY may
defer the purchase thereof until it has identified another
qualified customer or customers, ready, willing and able to pay the
applicable Wastewater Connection Fees, or a portion thereof, and
until such customer has paid the Wastewater Connection Fees.
Section 8. Wholesale Wastewater User Charges. COUNTY agrees
to provide Wastewater Service Capacity to SANFORD pursuant to the
terms and conditions herein for a charge of TWO AND 10/100 DOLLARS
($2.10) per 1,000 gallons of wastewater. SANFORD agrees to provide
copies of retail water bills to COUNTY at the same time that such
bills are provided to SANFORD's customers. COUNTY shall invoice
SANFORD based on such retail water billing. COUNTY agrees to bill '
SANFORD monthly based on ninety-five (95%) of the aggregate potable
water consumption as read and invoiced by SANFORD and in accordance
with the COUNTY's standard billing practices. SANFORD agrees to
pay for wastewater service at the above-mentioned rate and agrees
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to make payments to COUNTY within thirty (30) days fro~E~k~6a.af.
the COUNTY's bill. SANFORD shall be solely responsible to COUNTY
for payment of monthly bills. Failure to do so will be considered
a default by SANFORD and shall be processed as provided in Section
13 hereinafter.
Section 9. Change of Rates. In the event COUNTY, during the
term of this Agreement, shall propose any new rate schedule or
amended rate schedule applicable to wholesale wastewater service
furnished, including connection fees, COUNTY shall forward to
SANFORD a copy of such rate schedule or amended rate schedule prior
to the effective date thereof, and shall substitute such rate
schedule or amended rate schedule for the rate schedule then in
effect hereunder for such wholesale wastewater service, including
connection fees, commencing with the next billing period after the
effective date.
Section 10. Duties and Level of Service. All services and
work hereunder shall be performed to the satisfaction of the
COUNTY, who shall decide all questions, difficulties and disputes
of whatever nature which may arise under or by reason of such
services and work, the prosecution and fulfillment of the services
and work hereunder, and the character, quality, amount and value
thereof; and its decision upon all claims, questions, and disputes
shall be final and conclusive with respect to all services and work
performed or to be performed.
Section 11. Disclaimer of Third Party Beneficiaries. This
Agreement is solely for the benefit of the formal parties herein,
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?932 I L 2'3
SEMINOLE CO. FL.
and no right or cause of action shall accrue upon or by reason
hereof, to or for the benefit of any third party not a formal party
hereto.
Section Z2. Assignment. This Agreement shall be binding on
the parties hereto and their representatives and successors.
Neither party shall assign this Agreement or the rights and
obligations to any other party.
Section Z3. Default. Either party to this Agreement, in the
event of or act of default by the other, shall have all remedies
available to it under the law of the State of Florida, including,
but not limited to, injunction to prevent default or specific
p~rformance to enforce this Agreement, subject to State law.
In the event of default by COUNTY, SANFORD shall be entitled
to any and all remedies available to customers of the COUNTY water
and sewer system.
Each of the parties hereto shall give the other party written
notice as provided hereinafter of any defaults hereunder and shall
allow the defaulting party thirty (30) days from the date of
receipt to cure such defaults, and shall otherwise comply with any
State or local law to resolve disputes between local governments.
Section Z4. Notices. Any notice required or permitted to be
delivered hereunder shall be in writing and deemed to be delivered '
when either hand delivered to the official hereinafter designated,
or upon receipt of such notice when deposited in the United States
mail, postage prepaid, certified mail, return receipt requested,
addressed to a party at the address set forth below, or at such
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, "7932 I '24
SEMINOLE CO. FL.
other address the party shall have specified by written notice
delivered in accordance herewith.
FOR COUNTY
Seminole County Public Works Department
Environmental Services Building
3000A Southgate Drive
Sanford, FL 32773
FOR CITY
City Manager
City of Sanford
Post Office Box 1788
Sanford, FL 32772-1788
Section 15. Liability. COUNTY shall make~' all'reasonable
efforts to prevent interruption of service, and when such interrup-
tion occurs, shall endeavor to reestablish service with the
· shortest delay consistent with safety to its customers and the
general public.
Section 16. Severability. If any part of this Agreement is
found invalid or unenforceable by any court, such invalidity or
unenforceability shall not affect the other parts of the Agreement
if the rights and obligations of the parties contained herein are
not materially prejudiced and if the intentions of the parties can
continue to be effected. To that end, the Agreement is declared
severable.
Section 17. Time Of the Essence. Time is hereby declared of -
the essence to the lawful performance of the duties and obligations
contained in this Agreement.
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Section 18.
sions contained
Applicable Law.
herein shall be
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2932 1h2.5
This Agreement and the provl-
SEMINOLE CO. FL.
construed, controlled, and
interpreted according to the laws of the State of Florida.
Section 19. Entire Agreement. Effect on Prior Agreement.
This instrument constitutes the entire Agreement between the
parties and supersedes all previous discussions, understandings,
and agreements between the parties relating to the subject matter
of this Agreement. Amendments to and waivers of the provisions
herein' ~1 be made by the parties in writing by formal amendment.
./;.~ii'~"]'. ~
IN~T~ES~': EREOF, the parties hereto have hereunder executed
year first above written.
CITY OF SANFORD
. , , , ,-': ,,/ ,"
,'0 .-" "'-.-~
: ,~; ,'. %; :'.
~5 ~e-:fi%~rd of
of 'Seminole County only.
Approved as to form and
legal suffiiciency
By:
Date:
BOARD OF COUNTY COMMISSIONERS
Bendell C.,. P4o~Pis , Chairman
As authorized for execution by
the Board of County Commission-
19 . regular
County Attorney
SED/dre
12/06/94
2 Attachments
Exhibit "A" - Depiction
Exhibit "B" - Depiction
F:XUSERS\DEB~G~SANFORDS.SRV
13
LEGEND.',
TOWN CENTER
Se~ninole County
MALL
ST, nO, 46 (W. 1st ST,)
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HUGHEY ST. (S, OREGON' AVE.)
Seminole'County . ' ' / ; '
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LEGEND
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· Seminole'County
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