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390-Urban Service-Amendment 1 CITY OF SANFORD/SEMINOLE COUNTY URBAN SERVICE AREA AND UTILITY SERVICE PLANNING AREA AMENDED AGREEMENT THIS ANENDED AGREEMENT is made and entered into this/~ day of ~nJ~ , 1993, by and between SEMINOLE COUNTY a political subdivision of the State of Florida, whose address is 1101 East First Street, Sanford, Florida 32771, (hereinafter referred to as the "COUNTY") and the CITY OF SANFORD, whose address is Post Office Box 1788, Sanford, Florida 32772, (hereinafter referred to as "SANFORD"). WITNESSETH WHEREAS, on the 12th day of June, 1989 the Board of County Commissioners and the Sanford City Commission, meeting in Joint Worksession, agreed to a number of considerations affecting both SANFORD and the COUNTY, including Transportation Impact Fees, first response fire service, establishment of a Sanford Urban Service Area, County Agreement with future annexation limits for Sanford, and water and wastewater service planning area boundaries for the COUNTY and SANFORD in the Sanford Urban Area; and WHEREAS, water and wastewater service boundaries require more specific definition; and ~EREAS, it is in the interest of both COUNTY and SANFORD to define long range utility service planning areas to facilitate joint long range planning and achieve the best economies of utility system development; and WHEREAS, it is desirable to create a procedure for providing for interim utility service to properties within one (1) utility 1 provider's service planning area, but which may be more expedi- tiously initially served by the other utility provider; and WHEREAS, the COUNTY purchased a private utility known as Lake Monroe Utilities whose certifiedarea is within the utility service planning area contemplated within this Amended Agreement; and WHEREAS, SANFORD and the COUNTY have agreed that SANFORD shall reimburse the COUNTY for a pro rata share of the purchase price that the COUNTY incurred in the acquisition of Lake Monroe Utilities based upon the utility service planning area addressed within this Amended Agreement; and WHEREAS, the parties entered on October 18, 1990 an Agreement entitled "Urban Service Area And Utility Service Area Establish- ment," and WMEREAS, the parties mutually desire to amend the Agreement of October 18, 1990 in accordance with the terms and conditions set forth herein; and WHEREAS, this Agreement is authorized by the provisions of Chapter 125, 163 and 166, Florida statutes, and other applicable law; and WHEREAS, this Amended Agreement is consistent with the provisions of both parties' comprehensive plans; NOW, THEREFORE, based upon the promises, covenants and agreements herein expressed and other good and valuable consider- ation, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 2 SECTION 1. RECITALS/AMENDMENTS. (a) The foregoing recitals are true and correct and,form a material part of thisAmended Agreement upon which the parties have relied. (b) Whenever the term "AmendedAgreement" is used herein, the term shall mean the October 18, 1990 Agreement as amended by this comprehensive amendment thereto. SECTION 2. DEFINITIONS. Parties agree that in construing this Agreement the following words, phrases and terms shall have the following meanings unless the context indicates otherwise. 2.1 "AGREEMENT" means this Amended Agreement as it may from time to time be modified. 2.2 "COLLECTION PACILITIES" means those facilities located within the Sanford Utility Service Planning Area, operated and maintained by SANFORD and used to collect wastewater and transmit it to the COUNTY~s transmission and treatment facilities located outside of the Sanford Wastewater Service Planning Area as depicted on Exhibit C. 2.3 "COUNTY WASTEWATER SYSTEM!' means those transmission facilities and COUNTY plant from which SANFORD is receiving wastewater service capacity on a wholesale basis and which are operated and maintained by the COUNTY. 2.4 "COUNTY WATER SYSTEM" means those transmission facilities and COUNTY plant from which SANFORD is receiving water service capacity on a wholesale basis and which are operated and maintained by the COUNTY. 3 2.5 "DISTRIBUTION FACILITIES" means those facilities operated and maintained by SANFORD to receive potable water from the COUNTY'S transmission facilities at point(s) of connection along the Sanford Water Service Planning Area boundaries as depicted on Exhibit B. 2.6 "GPD" means gallons per day on an average annual basis. 2.7 "POINT OF CONNECTION" is the location(s) where SANFORD Distribution or Collection Facilities connect to COUNTY Water Transmission Facilities or Wastewater Transmission Facilities. 2.8 "SANFORD WATER UTILITY SERVICE PLANNING AREA" shall be that area depicted on Exhibits A and B in which it is planned for SANFORD to provide retail water service in accordance with the terms of this Amended Agreement. The COUNTY shall have the rights to provide retail water service to all surrounding properties not included in the Sanford Water Utility Service Planning Area. 2.9 "SANFORD WASTEWATER UTILITY SERVICE PLj~NNINGAREA" shall be that area as shown on Exhibits A and C in which it is planned for SANFORD to provide retail wastewater service in accordance with the terms of this Amended Agreement. The COUNTY shall have the rights to provide retail wastewater service to all surrounding properties not included in the Sanford Wastewater Utility Service Planning Area. 2.10"SANFORD UTILITY SERVICE PLANNING AREA" includes the presently incorporated area of SANFORD and those areas of the COUNTY surrounding SANFORD as depicted on Exhibit A, as further detailed in Exhibits B and C. In cases of apparent conflict 4 between Exhibit A and Exhibits B or C, Exhibit B or C shall prevail over Exhibit A. In order to avoid significant utility service inequities SANFORD and the COUNTY agree to cooperate in providing efficient utility service to existing developed properties located within five hundred feet (500') east or west of South Sanford Avenue by flexibility of retail service agency within that area. The parties also agree, in cases of emergency or genuine hardship, to consider further mutually agreeable geographical extensions of this policy. 2.11 "WATER SERVICE CAPACITY" means the rate of potable water flow, measured in GPD which one party wishes to buy from the other party and which the Seller agrees to produce from its water system. 2.12 "WASTEWATER SERVICE CAPACITY" means the amount of wastewater flow, measured in GPD, which one party wishes to buy from the other party and which the Seller agrees to accept at its wastewater system in accordance with the terms of this Amended Agreement. 2.13 "WASTEWATER TRANSMISSION FACILITIES" means those lines, pipes, lift stations, meters and appurtenant equipment used by the COUNTY to transmit wastewater from the SANFORD collection facili- ties to the head works of the COUNTY's water treatment facilities. 2.14 "WATER TRANSMISSION FACILITIES" means those lines, pipes, water mains, meters.and appurtenant equipment used bythe COUNTY to transmit potable water from the COUNTY plant to the point(s) of connection with the SANFORD distribution facilities. These 5 point(s) of connection will be located at the water service area boundaries as shown on Exhibit B. SECTIOM 5. P~POSE. The purpose of this Amended Agreement is to establish long range water and wastewater utility service planning areas that are planned to be ultimately served by the parties. This Amended Agreement also provides for interim wholesale utility service to SANFORD by the COUNTY for those areas where the COUNTY can more expeditiously meet near term requests for utility service for property which is located within the designated long range Sanford Water or Wastewater Utility Service Planning Area. Under this Amended Agreement, the COUNTY shall sell wholesale water service capacity and/or wastewater service capacity to SANFORD for those properties located within the Sanford Utility Service Planning Area; and SANFORD may purchase and receive from the COUNTY, wholesale water and/or wastewater service capacity for interim service for these properties. SANFORD may, in turn, serve utility customers in this utility service planning areas on a retail basis. Nothing herein shall be construed to require SANFORD to serve utility customers in the Sanford Utility Service Planning Area on a retail basis. SEOTIOM 4. TERM. This Amended Agreement shall be effective when executed by all parties hereto. Those parts of the Amended Agreement relative to wholesale utility sales/service shall continue in full force and effect for five (5) years from October 18, 1990 (October 17, 1995), unless extended bymutual agreement of both parties to this Amended Agreement. Those parts of the Amended 6 Agreement relative to establishment of the Sanford Utility Service Planning Area shall not be affected by the term established for utility wholesale sales and shall continue in full force and effect pursuant to the terms of any wholesale agreement between the parties that may be in effect, except as provided for elsewhere in this Amended Agreement. Within said five (5) year period, SANFORD shall have the option to undertake construction of its own water transmission facilities and wastewater collection facilities to serve those customers initially being served by the COUNTY on a wholesale basis, pursuant to this Amended Agreement. At the completion of the five (5) year period, should it be determined that SANFORD is unable to assume direct retail service to said customers, said customers shall become direct customers of the COUNTY. Any future customers requesting service who would be served from lines assumed by the COUNTY in accordance with Sections 6.1 and 6.2 shall also become retail customers of the COUNTY. Notwithstanding the foregoing, the parties agree that either party may, at its sole option, terminate the utility wholesale sales part of this Amended Agreement without cause by giving not less than sixty (60) days written notice of its election to do so, to the COUNTY° 8ECTION S. REIMBURSEMENT FOR LAKE MONROE SERVICE AREA. SANFORD and the COUNTY acknowledge that the Lake Monroe Utilities Service Area consists of approximately one thousand six hundred fourteen (1,614) acres. The long range Sanford Water Service Planning Area includes approximately three hundred eight (308) of 7 those acres, the long range Sanford Wastewater Service Planning Area includes approximately two hundred one (201) of those acres. SANFORD had agreed to pay to the COUNTY the sum of ONE HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED TWENTY AND NO/100 DOLLARS ($185,720.00) within forty-five (45) days of execution of the original Agreement. Said sum has been paid. The sum constitutes reimbursement to the COUNTY for the cost of those portions of the Lake Monroe Utility Service Area now being assigned, for planning purposes, by the COUNTY to SANFORD by this Amended Agreement. Further, said sum is calculated as detailed in Exhibit D of this Amended Agreement. Should any of the Sanford Utility Service Planning Area hereby assigned to SANFORD, ultimately return to the COUNTY in accordance with the terms of this Amended Agreement, SANFORD shall receive an appropriate refund based proportionally on the amount of acreage returned to COUNTY and the calculation used in this Section. SECTION 6. WATER AND WASTEWATER SERVICE CAPACITY. 6.1 PROVISION OF WATER SERVICE CAPACITY. It is the intent of the parties for SANFORD to have the ability and, in its discretion, to assume full water service for all customers located within the long range Sanford Water Utility Service Planning Area. Initially, retail water service may be through wholesale purchase of water capacity from the COUNTY under this Amended Agreement. Should SANFORD not assume direct water service for retail customers within the Sanford Water Utility Service Planning Area, not involving wholesale procurement from the COUNTY by October 17, 1995, the 8 COUNTY shall become retail water service provider for those retail customers. If, by October 17, 1995, SANFORD is not yet directly serving all such customers, but has a construction permit issued by the Florida Department of Environmental Protection and is actively constructing, or has a binding contract for construction of necessary facilities to provide direct service, an additional six (6) months shall be allowed for facility completion and commence. ment of direct service. If SANFORD does not assume said direct water service, applicable water impact fees collected under the terms of this Amended Agreement and the original Agreement shall be remitted to COUNTY and associated distribution lines and appurte- nant facilities shall be deeded to the COUNTY by SANFORD at no cost to the COUNTY. Said remittance of impact fees and conveyance Of lines shall occur within forty-five (45) days from the expiration of the utility sales portion of this Amended Agreement. 6.2 PROVISION OF WASTEWATER SERVICE CAPACITY. It is the intent of the parties for SANFORD to have the ability and, in its discretion, to assume full wastewater service for all customers located in the Sanford Wastewater Utility Service Planning Area. Initially, retail wastewater service may be thorough wholesale purchase of wastewater capacity from the COUNTY, under this Amended Agreement. Should SANFORD not assume direct wastewater service for retail customers within the Sanford Wastewater Utility Service Planning Area, not involving wholesale procurement from the COUNTY by October 17, 1995, the COUNTY shall become the retail wastewater service provider for those retail customers. If by October 17, 9 1995, SANFORD is not yet directly serving all such customers, but has a construction permit issued by the Florida Department of Environmental Protection and is actively constructing, or has a binding contract for construction of necessary facilities to provide direct service, an additional six (6) months shall be allowed for completion and commencement of direct service. If SANFORD does not assume such direct wastewater service, applicable wastewater impact fees collected during the term of this Amended Agreement and the original Agreement shall be remitted to COUNTY and associated collection lines and appurtenant features shall be conveyed to the COUNTY by SANFORD at no cost to the COUNTY. Said remittance of impact fees and conveyance of lines and equipment shall occur within forty-five (45) days from the expiration of the utility sales portion of this Amended Agreement. 6.3 RESERVATION OF CAPACITY. The COUNTY intends to reserve both water and wastewater capacity for SANFORD for proposed development of those properties located within Exhibits B and C, respectively. Therefore, should SANFORD not provide direct retail service for either water or wastewater service by October 17, 1995, both the wholesale water and wholesale wastewater parts of this Amended Agreement shall terminate. 6.4 CONNECTION TO TRANSMISSION FACILITIES. SANFORD, its successors or assigns, shall connect or cause to be connected, the water distribution facilities to the water transmission facilities at the point(s) of connection established On Exhibit B in the case of water service, and shall connect or cause to be connected, the 10 collection system to the COUNTY Wastewater Transmission facilities at point(s) of connection to be identified as Exhibit C in the case of wastewater service. Operation, maintenance and replacement of all pipes, fittings, valves and appurtenances, including the transmission facilities up to the point of connection into the COUNTY distribution/transmission systems and water/wastewater plant providing capacity, shall be the responsibility of the COUNTY. Operation, maintenance and replacement of the distribu- tion/collection system(s), calibration and master water meters shall be the responsibility of SANFORD. 6.5 IMPACT FEES. (a) Prior to commencement of service and prior to issuance of any building permits, SANFORD, shall collect an impact fee established by SANFORD for each unit to be served by the COUNTY Water and/or Wastewater System. Said impact fee(s) collected shall be placed in an interest bearing escrow account. The escrow agent to receive and administer said escrow account shall be mutually agreed upon by the COUNTY and SANFORD. (b) The terms of the escrow shall be that, if by October 17, 1995, SANFORD assumes direct service for any retail customers initially served hereunder, said fees for those new connections shall be released from escrow to SANFORD, except that three and thirty-three hundredth percent (3.33%) of the escrow, plus accrued interest, shall be released to the COUNTY for each calendar year the funds were held in escrow and prorated for any portion thereof that wholesale water and/or wastewater service was provided for 11 that property under this Amended Agreement or the original Agreement. Releases of impact fees to SANFORD shall be based upon SANFORD'S demonstration that construction of a water/wastewater transmission facilities which shall result in provision of service by SANFORD to retail customers contemplated and being served under this Amended Agreement has occurred. Such demonstration shall include an approved Department of Environmental Protection permit for construction of the system, executed contracts for the construction of the system, and any necessary disconnection from COUNTY transmission facilities within six (6) months. The COUNTY acknowledges that SANFORD may not utilize a contractor for said work and may utilize SANFORD forces or developer commitments for said construction, and that in such cases, an executed contract will not be required but SANFORD shall have identified sources of funds adequate to pay the cost of the system. Upon commencement of construction, escrowed funds shall be released as costs of construction are incurred. Draws against the escrow shall be no more frequent that monthly and must include copies of corresponding contractor's invoices together with certification of SANFORD'S consulting engineers that work covered by the invoices has been performed in accordance with all requirements. In any case, upon' completion of construction and provision of direct services by SANFORD to certain customers pursuant to this Amended Agreement, the balance of the escrow account for those customers, less fees previously paid or due to COUNTY as addressed above, shall be paid to SANFORD. Should it be determined that by October 17, 1995 and 12 as further specified in Sections 6.1 and 6.2 that SANFORD has not served directly any retail customers served under this Amended Agreement, said fees together with all accrued interest, less escrow fees, shall be paid to the COUNTY. (c) SANFORD shall be solely responsible for collection of required impact fees, service deposits, connection costs, meter set costs and tap fees, and for monthly billing and their distribution as set forth in this Amended Agreement. Customers provided retail water and/orwastewater service under this Amended Agreement shall be retail customers of SANFORD unless said customers are not served directly by SANFORD by October 17, 1995 in which case they shall become retail customers of the COUNTY. 6.6 METERING. (a) SANFORD shall furnish and install, or cause to be furnished and installed, master water metering equipment for each point of connection under this Amended Agreement as depicted in Exhibit B. This metering equipment shall be considered to meter all water flowing from the COUNTY transmission facilities to the distribution facilities. The metering equipment shall remain the property of SANFORD and SANFORD shall be responsible for the operation, maintenance, and replacement. The COUNTY shall have the right to review and approve the type of meter and meter installation in each case. The COUNTY's approval shall not be unreasonably withheld. The COUNTY shall also have the right to read the meter(s) and the right of access thereto for billing purposes. 13 (b) The metering equipment shall be of standard make and type, installed in a readily accessible location and shall record flow with an error not to exceed plus or minus five percent (5%) of full scale reading, suitable for billing purposes, SANFORD shall calibrate and test the meters for accuracy at regular intervals consistent with testing within the remainder of the Sanford Water Utility Service Area. SANFORD shall provide COUNTY with test results. If either party desires more frequent calibration or meter checks, work shall be at that party's expense. Results shall be provided to the other party and adjustments of charge if any shall be specified. Bills shall be adjusted for meter error in excess of five percent (5%) of full scale readings. In calculating such billing adjustments, it will be assumed that the meter inaccuracy existed for one-half (~) of the entire time interval between meter accuracy checks by either party. The billing adjustment shall be made at the same rate established in accordance with Section 6.8 hereof but the volume used in the billing calculation shall be adjusted as described herein. Either party may test the meter more frequently at its expense. If errors are found, adjustments shall be made as specified above. (c) Applicable charges for wastewater shall be based on the total amount of metered water consumption for all master meters served under this Amended Agreement. Charges for wastewater service shall be calculated as follows: Total metered 300 qDd/sewer ERC # of permitted sewer ERC'S Water consumption 350 gpd/water ERC # of permitted water ERC's 14 In order to reasonably account for potable water used for irriga- tion and therefore not resulting wastewater flow, SANFORD may accumulate monthly data showing dedicated irrigation meter consump- tion and billings, and in the case of single family dwellings, capped monthly sewer charges (twelve thousand (12,000) gallons per month) where the retail water charge/consumption exceeds the sewer charge cap. This data shall be utilized to determine an appropri- ate wastewater credit based on the prior month's wastewater charge. The credit shall be the product of the current COUNTY wastewater treatment charge and the number of thousands of gallons shown by SANFORD retail billing data to have passed through retail irriga- tion meters or, in the case of single family residences, monthly retail water consumption that exceeded the twelve thousand (12,000) gallons per month sewer service charge cap~ (d) It shall be the responsibility of the COUNTY to perform the wholesale charge calculation each month and to bill SANFORD for wastewater service based upon such calculation. Calculation of any credit for irrigation use of water shall be the responsibility of SANFORD. The COUNTY and SANFORD reserve the right to review the data used in these calculations at any time, upon request. 6.7 SERVICE STANDARDS. The parties hereto do mutually agree that after connection of distribution facilities to the transmis- sion facilities as provided herein, the COUNTY will continuously provide at point(s) of connection, at its cost and expense, but in accordance with other provisions of this Amended Agreement, water service and/or sewer service capacity sufficient to meet the peak 15 average daily domestic wastewater treatment, and water service demand plus fire flow, in a manner to conform with all applicable governmental requirements. Upon connection of the distribution facilities to the transmission facilities, any customers that have or will connect to the distribution facilities shall be customers of SANFORD and shall comply with all SANFORD prerequisites, pay SANFORD's rates, impact fees, connection charges and deposits for water and/or wastewater service. 6.8 WHOLESALE WATER AND WASTEWATER USER CHARGES. (a) WHOLESALE WATER USER CHARGES. The COUNTY agrees to provide potable water for use by SANFORD in accordance with the terms and conditions of this Amended Agreement at a wholesale charge of 67/100 DOLI~RS ($0.67) per one thousand (1,000) gallons of potable water. The charge shall be adjusted from time to time by the COUNTY based on increased cost. This charge shall at all times be the minimum charge made by the COUNTY to any other wholesale purchaser of water service within the COUNTY. The adjusted charge shall become effective on approval of the COUNTY and SANFORD shall thereafter pay said charge as adjusted. The COUNTY agrees to bill SANFORD monthly for water which passes through the master meter(s) monthly for properties served under this Amended Agreement. SANFORD agrees to provide consumption data on a monthly basis to facilitate wholesale billing and to pay the COUNTY for all potable water consumption which passes through the master meters at the above mentioned rate, and agrees to make payments to the COUNTY within thirty (30) days from the date of the 16 COUNTY's bill. SANFORD and the COUNTY agree to negotiate in good faith to determine billable quantities of water in case of distribution system breaks or leaks within the Sanford Water Utility Planning Service Area and SANFORD agrees to immediately pay such amounts upon said billable quantities being determined. In recognition ofjoint benefit for fire fighting within the incorpo- rated and unincorporated portions of the Water Utilities Service Planning Area and the First Response Agreement, SANFORD and the COUNTY agree to negotiate equitable billing adjustments for water and related wastewater charges in cases of significant fire flow requirements. (b) WHOLESALE WASTEWATER USER CHANGES. The COUNTY agrees to provide transmission, treatment and disposal of SANFORD's wastewa- ter in accordance with the terms and conditions for a charge ONE AND 82/100 DOLLARS ($1.82) per thousand (1,000) gallons of retail wastewater treatment billed. The charge shall be adjusted from time to time by the COUNTY based on increased costs. The wholesale wastewater charge under thisAmended Agreement shall not exceed the lowest wholesale charge to any other wholesale customer by the COUNTY. The adjusted charge shall become effected on the approval of the COUNTY and SANFORD shall thereafter pay said charge as adjusted. The COUNTY agrees to bill SANFORD monthly based on the total number of gallons of potable water billed in accordance with Section 6.6 of this Amended Agreement° SANFORD agrees to pay for all wastewater transmitted from the collection facilities, thusly determined, at the above mentioned rate and agrees to make payment 17 to the COUNTY within thirty (30) days from the date of the COUNTY's bill. Any applicable wastewater charge credits for the previous month, as addressed in Section 6.6 (c) shall be deducted from the bill. 6.9 WHOLESALE SERVICE TO COUNTY BY CITY. The parties agree that if the COUNTY notifies SANFORD that it desires to obtain wholesale service from SANFORD, final agreement for such service shall generally parallel, as appropriate, conditions 'outlined herein for the COUNTY services to SANFORD. SEOTIOM 7. CMAMGE OF R~TES. In event that the COUNTY, during the term of this Amended Agreement, proposes any new rate schedule or amended rate schedule applicable to wholesale service furnished; the COUNTY shall provide a copy of such rate schedule or amended rate schedule to SANFORD prior to the effective date thereof, and substitute such rate schedule or amended rate schedule for the rate schedule then in effect hereunder for such wholesale service, commencing with the next billing period after the effective date. SECTION 8. USE OF RIGHT~OF-WAY. Watertransmission lines and wastewater collection and transmission lines are frequently installed in street/road rights-of-way owned by the COUNTY or SANFORD. The COUNTY and SANFORD agree to cooperate in permitting the installation and maintenance of water and wastewater lines of the other party, within owned rights-of-way. Such permitting and fees shall be in accordance with established procedures. Approval shall not be unreasonably delayed or withheld. 18 SECTION 9. DEFAULT. Any party to this Amended Agreement, in the event of or act of default by the other, shall have all remedies available to it under the laws of the State of Florida including, but not limited to, injunction to prevent default or specific performance to enforce this Amended Agreement. Each party agrees to pay all reasonable costs and attorney fees for the other parties not in default; provided, however, that such costs and attorney fees are payable under this Section only if suit is filed that results in an adjudicated default. The rights of parties shall be considered cumulative and shall not be waived not or in the future by the exercise of or failure to exercise any rights or remedies provided under the terms of this Amended Agreement and authorized by law. SECTION 10. NOTICES. Any notice required or allowed to be delivered hereunder shall be in writing and be deemed delivered when (a) hand delivered to the official hereinafter designated, or (b) 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 opposite the party's name below, or at such other address as the party shall have specified by written notice to the other party delivered in accordance herewith. SANFORD City Manager City of Sanford Post Office Box 1788 Sanford, FL 32772-1788 19 With a copy to: Director of Utilities City of Sanford Post Office Box 1788 Sanford, FL 32772-1788 and City Attorney Stenstrom, McIntosh, Julian, Colbert, Whigham & Simmons P.O. Box 4848 Sanford, Florida 32772-4848 COUNTY Seminole County Director of Public Works 3000A Southgate Sanford, FL 32773 With a copy to: County Manager Seminole County Services Building 1101 East First Street Sanford, FL 32771 SECTION 11. SEVERABILITY. If any part of this Amended Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of thisAmended Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the inten- tions of the parties can continue to be effected. To that end, this Amended Agreement is declared severable. SECTION 12. TIME OF THE ESSENCE. Time is hereby declared of the essence to the lawful performance of the duties and obligations contained in this Amended Agreement. SECTION 13. APPLICABLE LAW. This Amended Agreement and the provisions contained herein shall be construed, controlled and interpreted according to the laws of the State of Florida. 20 SECTION 14. CONDITION PRECEDENT. The COUNTY and SANFORD propose to enter into this Amended Agreement which provides for two types of service: Wholesale Water Service and Wholesale Wastewater Service. Provision and obtaining of either of these services is contingent upon providing and/or obtaining the other, as applica- ble. Failure to provide either of the utility services constitutes default of this Amended Agreement; provided, however, that this failure shall in no way abrogate the Amended Agreement with regard to the Sanford Urban Service Planning Area and future annexation area boundaries as depicted on Exhibit A. This instrument supersedes all previous discussions, understandings, and agreements between the parties relating to the subject matter of this Amended Agreement. Amendments to and waivers of the provisions herein shall be made by the parties in writing by formal amendment in equal dignity hereto. IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement on the date and year first above written. ATTEST: CITY OF SANFORD ~ 7 '.[-.' 'BElTeD. SMITH, Mayor of City of Sanford only. Approvedas to form and 21 ATTEST: BOARD OF COUNTY COMMISSIONERS - SEMINO COUNTY, FLORIDA DICK VAN DER WEIDE, Acting Chairman '~MA~ Board of County~COmmiseioners of Date: /~ '1 ~.~ Seminole County, Florida. For the use and reliance As authorized for execution by of Seminole County only. the Board of Counle~inCommis- 08/24/93 09/24/93 10/13/93 11/02/93 22 EXHIIdlT A SANFORD UTILITY SERVICE AREA' .-_ S,R~,.46 ) "'J ;' LAKE MARY ~ - \Lake Mary BIrd. LEGEND: INOICATES AI~EA WITHIN SANFORD CITY LIMITS URBAN AREA TO LAKE JESSUP .... 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