February 15, 2009
REVISED FINAL DRAFT
INTERLOCAL AGREEMENT RELATING
TO ESTABLISHMENT OF THE
NATURE COAST REGIONAL WATER AUTHORITY
Table of Contents
PREAMBLE 1
ARTICLE I
DEFINITIONS 4
SECTION 1.01. DEFINITIONS. 4
SECTION 1.02. INTERPRETATION. 8
ARTICLE II
CREATION AND GOVERNANCE 9
SECTION 2.01. CREATION. 9
SECTION 2.02. PURPOSES. 10
SECTION 2.03. POWERS AND DUTIES. 11
SECTION 2.04. BOARD OF DIRECTORS. 17
SECTION 2.05. BOARD MEETINGS. 19
SECTION 2.06. QUORUM AND VOTING. 20
SECTION 2.07. OFFICERS OF THE BOARD. 20
SECTION 2.08. POWERS AND DUTIES OF THE BOARD. 22
SECTION 2.09. ANNUAL BUDGET. 23
SECTION 2.10. PERFORMANCE AUDIT AND MANAGEMENT STUDY. 24
SECTION 2.11. ANNUAL AUDIT. 24
ARTICLE III
WATER SUPPLY, WASTEWATER, AND RECLAIMED WATER PROVISIONS 25
SECTION 3.01. COOPERATION. 25
SECTION 3.02. EXCLUSIVITY. 25
SECTION 3.03. OBLIGATION TO MEET WATER, WASTEWATER, AND RECLAIMED WATER NEEDS. 26
SECTION 3.04. NOTICE AND REVIEW OF RATES, FEES AND CHARGES. 27
SECTION 3.05. REVIEW OF CAPITAL IMPROVEMENT PROGRAM. 29
SECTION 3.06. FILING OF ANNUAL REPORTS BY NCRWA. 30
ARTICLE IV
OBLIGATIONS 30
SECTION 4.01. GENERAL AUTHORITY. 30
SECTION 4.02. TERMS OF THE OBLIGATIONS. 30
SECTION 4.03. TEMPORARY OBLIGATIONS. 31
SECTION 4.04. ANTICIPATION NOTES. 31
SECTION 4.05. TAXING POWER NOT PLEDGED. 32
SECTION 4.06. TRUST FUNDS. 32
SECTION 4.07. REMEDIES OF HOLDERS. 32
SECTION 4.08. REFUNDING OBLIGATIONS. 33
SECTION 4.09. CONDUIT TRANSACTIONS. 33
SECTION 4.10. AUTHORITY MEMBER GOVERNMENT COOPERATION. 33
ARTICLE V
DISPUTE RESOLUTION 34
SECTION 5.01. NOTICE. 34
SECTION 5.02. MEETING. 35
SECTION 5.03. MEDIATION. 35
SECTION 5.04. LAWSUITS. 35
ARTICLE VI
WITHDRAWAL AND TERMINATION 36
SECTION 6.01. WITHDRAWAL OF AUTHORITY MEMBER. 36
SECTION 6.02. TERMINATION OF AUTHORITY. 36
SECTION 6.03. TRANSFER OF NCRWA FACILITIES TO WITHDRAWING AUTHORITY MEMBER OR UPON TERMINATION OF NCRWA. 37
ARTICLE VII
MISCELLANEOUS 38
SECTION 7.01. DELEGATION OF DUTY. 38
SECTION 7.02. FILING. 38
SECTION 7.03. IMMUNITY. 38
SECTION 7.04. LIMITED LIABILITY. 39
SECTION 7.05. INDEMNIFICATION. 39
SECTION 7.06. AMENDMENTS. 40
SECTION 7.07. ADHERENCE TO OPEN GOVERNMENT. 40
SECTION 7.08. SEVERABILITY. 40
SECTION 7.09. CONTROLLING LAW. 40
SECTION 7.10. EFFECTIVE DATE. 41
APPENDIX A 48
APPENDIX B 49
INTERLOCAL AGREEMENT RELATING
TO ESTABLISHMENT OF THE
NATURE COAST REGIONAL WATER AUTHORITY
THIS INTERLOCAL AGREEMENT creating the Nature Coast Regional Water Authority, hereinafter referred to as “NCRWA,” made and entered into this ______ day of _______________ 2009, pursuant to Section 163.01, Florida Statutes and Section 373.1962, Florida Statutes between the County of Dixie and County of Gilchrist, Town of Bell, Town of Cross City, City of Fanning Springs, and City of Trenton each constituting a political subdivision of the State of Florida, collectively referred to as the “Authority.”
WITNESSETH
WHEREAS, the Authority desire to establish a Governmental Utility Authority relating to water, wastewater, and reclaimed water services; and
WHEREAS, each of the Authority has the power to acquire, own, improve, operate and maintain water and wastewater utility facilities pursuant to its respective Florida Constitutional powers of local self government and Chapter 125, Florida Statutes; and
WHEREAS, Part I of Chapter 163, Florida Statutes (the “Interlocal Act”), permits the Authority, as public agencies under the Interlocal Act, to enter into Interlocal Agreements with each other to jointly exercise any power, privilege or authority which such Authority share in common and which each might exercise separately, permitting the Authority to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual benefit and thereby provide services and facilities in a manner and pursuant to forms of governmental organization that will best serve geographic, economic, population and other facts influencing the needs and development of such Authority; and
WHEREAS, Section 163.01(7)(g), Florida Statutes, authorizes the Authority pursuant to an Interlocal Agreement to create a separate legal entity to exercise the common power of the Authority to acquire, own, improve, operate and maintain water and wastewater utility facilities; and
WHEREAS, any member of the Authority may continue to own and operate a potable water distribution system which distributes potable water to real property located inside their respective utility service area boundaries; and
WHEREAS, the Authority desires to ensure a cost-effective and reliable water wastewater, and reclaimed water services; and
WHEREAS, the Authority have determined that it is in their best interest to create such a legal entity to acquire, own, improve, operate and maintain water and wastewater utilities, for the following reasons:
(1) It is in the best interest of certain unincorporated areas of Dixie County, Florida and Gilchrist County, Florida for the Authority to furnish water, wastewater, and reclaimed water utilities.
(2) The municipalities of Bell, Cross City, Fanning Springs, and Trenton would best be served by having the flexibility for the Authority to furnish or establish water, wastewater, and reclaimed water utilities in new development areas and wherever else deemed necessary.
(3) The participating local governments must meet the comprehensive planning requirements of Chapter 163, Florida Statutes, which mandate that Florida local governments, including the Authority, coordinate their plans for future growth with available sources of funding and the availability of infrastructure. The provision of water and wastewater Public utilities is a major factor in such infrastructure coordination. Public ownership of water and wastewater utility facilities is more desirable and more readily allows for Florida local governments to meet their statutory mandate with respect to the utilities element of their respective comprehensive plans.
(4) The establishment of such a legal entity will ensure that the customers of the water and wastewater facilities owned by the Authority are provided the best, most cost-effective service and assure that proper future expansion of the water, wastewater, and reclamation facilities will occur to meet the demands of development of each affected local government.
WHEREAS, in order to more effectively address the responsibilities and obligations of local governments with respect to the growth and development of a regional water supply, it is the Authority Members desire to enter into this Interlocal Agreement for the NCRWA.
NOW, THEREFORE, in consideration of the foregoing and the covenants herein, it is mutually agreed and understood by and among the Authority, that now or may hereafter execute this Interlocal Agreement, that the “Nature Coast Regional Water Authority,” is created as a legal entity and public body and a unit of local government with all the privileges, benefits, powers and terms of the hereinafter defined Act and this Interlocal Agreement.
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS. The following definitions shall govern the interpretation of this Interlocal Agreement.
“Act” means Section 125.01, Florida Statutes, the Interlocal Act and other applicable provisions of law.
“Agreement” means this Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof.
“Assessable Improvements” means improvements to the Authority Facilities of a local nature and of special benefit to the premises or lands served thereby.
“Authority” means the Nature Coast Regional Water Authority (”NCRWA”).
“Authority Facilities” means the Authority’s water production, means the Nature Coast Regional Water Authority transmission, treatment and distribution facilities and property, and the Authority’s wastewater treatment, collection and disposal facilities and property, including reuse and reclaimed water facilities, as they may be modified, improved or expanded from time to time, which are owned, leased, operated, managed and/or used, from time to time, by the Authority to provide public water and wastewater services. Authority Facilities shall include all property, real or personal, tangible or intangible, now or hereafter owned, leased, operated or managed by the Authority in connection with the provision of public water and wastewater services.
“Authority Members” means a member of the Authority, from time to time, as shall be provided for by this Interlocal Agreement or any amendments hereto. The Authority Members shall initially be Dixie County, Gilchrist County, Town of Bell, Town of Cross City, City of Fanning Springs, and City of Trenton.
“Board” means the governing board of the Authority, consisting of the Directors appointed hereunder.
“Connection Fees” means fees and charges imposed by the Authority to acquire, construct, equip or expand the capacity of the Authority Facilities for the purpose of paying or reimbursing the equitable share of the capital cost relating to such acquisition, construction, expansion or equipping of capacity of the Authority Facilities or expansion thereof in order to serve new users of the facilities of the Authority Facilities and new development within the Service Areas served by the Authority Facilities. Such Connection Fees may include interest carrying costs associated with the Authority Facilities.
“Cost” when used in connection with a Project, means (1) the Authority’s cost of construction; (2) costs of acquisition by or for the Authority of such Project; (3) costs of land and interests thereon and the cost of the Authority incidental to such acquisition; (4) the cost of any indemnity and/or surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Obligations relating to the Project during the period of acquisition and construction of such Project and for a reasonable period subsequent to completion of acquisition and construction as the Board may determine by relation; (6) engineering, legal and other consulting fees and expenses; (7) costs and expenses of the financing incurred for such Project, including audits, fees and expenses of any paying agent, registrar, trustee, consultants, attorneys, engineers, credit enhancers or depository; (8) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any interim or temporary indebtedness incurred for such Project; (9) costs of machinery, equipment, supplies and spare parts required by the Authority for the commencement of operation of such Project or continuation of operation to such Project; and (10) any other costs properly attributable to such Project or to the issuance of Obligations which finance such Project, as determined by generally accepted accounting principles applicable to such Project, and shall include reimbursement to the Authority for any such items of cost paid by the Authority prior to issuance of the Obligations issued to finance such Project. Additional items of cost may be provided pursuant to the Financing Documents.
“Director” means an individual appointed in accordance with the provisions hereof to serve as part of the Board.
“Financing Documents” means the resolution or resolutions duly adopted by the Authority, as well as any indenture of trust, trust agreement or other instrument relating to the issuance or security of the Obligations.
“Fiscal Year” means the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be determined by the Board.
“General Manager” means the individual or entity selected and employed by the Board to serve the Authority in such capacity.
“Interlocal Act” means Part I of Chapter 163, Florida Statutes.
“Interlocal Agreement” means this Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof.
“NCRWA” means the Nature Coast Regional Water Authority.
“Obligations” means a series of bonds or other evidence of indebtedness, including, but not limited to, loans from the Florida Department of Environmental Protection, notes, commercial paper, capital leases or any other obligations of the Authority.
“Pledged Funds” means (1) the revenues, fees, charges, special assessments and other monies received by the Authority or its designee relating to its ownership or operation of the Authority Facilities, or some portion thereof, (2) until applied in accordance with the terms of the Financing Documents, all monies in the funds, accounts, and subaccounts established thereby, including investments therein, and (3) such other property, assets and monies of the Authority as shall be pledged pursuant to the Financing Documents; in each case to the extent provided by the Board pursuant to the Financing Documents. The Pledged Funds pledged to one series of Obligations may be different than the Pledged Funds pledged to other series of Obligations.
“Project” means any structure, property or facility which the Authority, from time to time, may determine to construct or acquire as part of its Authority Facilities, together with all improvements, equipment, structures and other facilities necessary or appropriate in connection therewith. This term is to be broadly construed so as to include any lawful undertaking which will accrue to the benefit of the Authority Facilities, including joint ventures and acquisitions of partial interests or contractual rights. “Project” may also include working capital, as well as any costs or judgments associated with litigation.
“Public Agencies” means any “public agency”, as defined in the Interlocal Act.
“Service Area” means the geographic boundaries within which the NCRWA shall provide or is otherwise authorized to provide water, wastewater, and/or reclaimed water services pursuant to this Agreement.
“State” means the State of Florida.
“Utility Acquisition Agreement” means any agreement between the Authority and an Authority Member, other Public Agency or public or private entity relating to the disposition of a Utility System, or portion thereof.
“Utility System” shall mean the Authority Facilities comprising a separate water, wastewater, and/or reclamation water system, which shall be accounted for separately from any other Authority Facilities. Each Utility System shall be designated as such by the Board.
SECTION 1.02. INTERPRETATION. Unless the context indicates otherwise, words importing the singular number include the plural number and vice versa; the terms “hereof,” “hereby,” “hereto,” “hereunder,” and similar terms refer to this Agreement; and the term “hereafter” means after, and the term “heretofore” means before, the effective date of this Agreement. Words of any gender include the correlative words of the other gender, unless sense indicates otherwise.
ARTICLE II
CREATION AND GOVERNANCE
SECTION 2.01. CREATION.
A. The Authority Members hereby provide for and create this organization pursuant to the provisions of Section 163.01, Florida Statutes, and other applicable law to be known as the Nature Coast Regional Water Authority (herein NCRWA).
B. Attached as Appendix A to this Agreement is a map depicting the geographic territory, which shall collectively be known as the Service Area.
C. The municipalities of Cross City, Fanning Springs, and Trenton may continue to provide water, wastewater, and reclaimed water services within their respective utility area service boundaries established in Appendix B hereto.
D. The City of Fanning Springs will revise their utility service area to enable the NCRWA to provide water, wastewater, and reclaimed water service to the unincorporated areas of Dixie County and Gilchrist County currently within the City’s utility service area. Upon execution of this Agreement the City of Fanning Springs shall coordinate with Dixie County and Gilchrist County to determine which portions of the City’s service area(s) will be transferred to the Authority.
E. Prior to the establishment of new services by the NCRWA, the respective local government must approve said area.
F. Prior to the establishment of new service within an existing service area by the NCRWA, the respective local government must approve said service unless such approval has been issued prior to the effective date of this Agreement.
G. Each Authority Member will contribute five thousand dollars ($5,000.00) to the NCRWA for operation expenses 30-days after signing the Agreement.
H. Each Authority Member will contribute another five thousand dollars ($5,000.00) by March 1, 2010 to the NCRWA for operation expenses.
I. The Town of Bell is excluded from Section 2.01 G and H herein. However, the Town of Bell shall consider what it can feasibly financially contribute in 2009 and 2010 towards the Authority’s operational expenses.
SECTION 2.02. PURPOSES.
A. The purposes of the NCRWA shall be:
1. To acquire water, wastewater, and/or reclaimed utility facilities and systems throughout the Service Area;
2. To acquire, construct, own, improve, operate, manage and maintain the Authority Facilities;
3. To provide the most economic and efficient water, wastewater, and reclaimed utility services throughout the Service Area in a non-discriminatory manner;
4. To dispose, from time to time, of such portions of the Authority Facilities to Authority Members, other Public Agencies or entities as it deems appropriate in accordance with the terms hereof and the terms of any Utility Acquisition Agreements.
B. The creation and organization of the NCRWA and the fulfillment of its objectives serves a public purpose, and is, in all respects, for the benefit of the people of this State, affected Authority Members and their constituents, and the persons or entities served by the Authority Facilities. The Authority is performing an essential governmental function. All property of the Authority is and shall in all respects be considered to be public property, and the title to such property shall be held by the Authority for the benefit of the public. The use of such property shall be considered to serve a public purpose, until disposed of upon such terms as the Authority may deem appropriate. Insofar as provided for by law, all Obligations and interest or income thereon and all the property, facilities, services, activities, and revenues of the Authority are declared to be nontaxable for any and all purposes by the State or federal government or any unit of the State or federal government to the same extent as if owned or issued by or on behalf of the Authority Members or a Public Agency.
SECTION 2.03. POWERS AND DUTIES.
A. The NCRWA shall have the following powers, in addition to and supplementing any other privileges, benefits, and powers granted by Section 163.01, Florida Statutes and other applicable law;
1. To make and execute contracts or other instruments necessary or convenient to the exercise of its powers.
2. To sue and be sued in its own name.
3. To maintain an office or offices at such place or places as the Board may designate from time to time.
4. To hold, control and acquire by donation or purchase, or dispose of, any public easements, dedications to public use, platted reservations for public purposes, or any reservations for those purposes authorized by this Agreement and to make use of such easements, dedications and reservations for any of the purposes authorized by this Agreement.
5. To lease, as lessor or lessee, to or from any person, firm, corporation, association or body, public or private, facilities or property of any nature to carry out any of the purposes authorized by this Agreement.
6. To borrow money and issue bonds, certificates, warrants, notes, obligations or other evidence of indebtedness.
7. To assess, levy, impose, collect and enforce special assessments to provide Assessable Improvements upon all or any portion of the lands located within a Service Area. Such special assessments shall be presented to and approved by the respective Authority Member governing body prior to final action by the Authority. Such special assessments may be apportioned among benefited property in a manner proportionate with the benefits received or commensurate with the burdens alleviated by the maintenance and use of property based upon such factors or combination of factors as determined by resolution of the Board. Such special assessments may, in the discretion of the Board, be imposed, collected and enforced using any methods and procedures authorized by law, including Section 197.3632, Florida Statutes; or the Board may adopt by resolution its own method or procedures or use any other method or means for levy, imposition, collection and enforcement not inconsistent with law.
8. To apply for and accept grants, loans and subsidies from any governmental entity for the acquisition, construction, operation and maintenance of the Authority Facilities, and to comply with all requirements and conditions imposed in connection therewith.
9. To the extent allowed by law and to the extent required to effectuate the purposes hereof, to exercise all privileges, immunities and exemptions accorded municipalities and counties of the State under the provisions of the constitution and laws of the State.
10. To acquire water and water rights; develop, store, and transport water; and sell water either wholesale or retail in the manner provided herein.
11. To acquire, construct, own, operate, manage, maintain, dispose of, improve and expand the Authority Facilities, and to have the exclusive control and jurisdiction thereof.
12. To acquire, by purchase, gift, devise or otherwise, and to dispose of, real or personal property, or any estate therein.
13. To the extent permitted by law, to provide for mandatory water, wastewater, and reclaimed water connections of potential customers located in a Service Area upon availability of services by the NCRWA.
14. To fix, levy and collect rates, fees and other charges (including Connection Fees) from persons or property, or both, for the use of the services, facilities and product of the Authority Facilities or to pay the operating or financing costs of the Authority Facilities available to potential users; to provide for automatic annual adjustments to rates, fees and other charges in such manner as authorized for utilities regulated under Chapter 367, Florida Statutes, or in such other manner as the Board deems appropriate, to fix and collect charges for making connections with the Authority Facilities and, to the extent provided by law, to provide for reasonable penalties to be imposed on any users or property for any such rates, fees or charges that are delinquent.
15. To contract with one or more private or public entities or persons for the purpose of carrying out any of its powers and for that purpose to contract with such other entities for the purpose of financings such acquisitions and operations, and for the division and apportionment of the benefits, services and products therefrom. Such contracts may contain such other and further covenants and agreements as may be necessary and convenient to accomplish the purposes hereof.
16. To enter into other Interlocal agreements or join with any other special purpose or general purpose local governments, special districts, public agencies or authorities in the exercise of common powers or to assist the Authority in acquiring land and rights or interests therein.
17. To contract for the service of engineers, accountants, attorneys, rate consultants, and other experts or consultants, and such other agents and employees as the Board may require or deem appropriate.
18. To develop, implement, disseminate, publicize and otherwise encourage water conservation and reuse plans, programs and projects on behalf of one or more Authority Members in order to reduce the per capita usage of water.
19. To contract with an Authority Member or any private or public entity or person for the operation, maintenance or management of the NCRWA.
20. To accomplish construction directly or by advertising for construction bids and letting contracts for all or any part of the construction or improvements to NCRWA Facilities to the lowest, best and responsible bidder or rejecting any and all bids at its sole discretion; provided, however, that the competitive bid requirement may be waived if (A) the Board determines that emergency circumstances are present; or (B) after consideration of all available alternative materials and systems, the Board determines that the specifications of a sole material or system is justifiable based upon its design, cost, interchangeability or any other relevant factor.
21. To issue obligations in the manner provided in the Revenue Bond Act of 1953, as amended, Part I, Chapter 159, Florida Statutes, or Part II, Chapter 159, Florida Statutes, provided, however, that such obligations shall not constitute a debt or obligation of the Authority Members.
22. Subject to such provisions and restrictions as may be set forth herein and in any Financing Document, to sell or otherwise dispose of the Authority Facilities, or any portion thereof, upon such terms as the Board deems appropriate. To enter into Utility Acquisition Agreements to effect such dispositions.
23. To appoint advisory, administrative or operating boards or committees to assist the NCRWA in the exercise and performance of the powers and duties provided for under this Agreement.
24. To apply for, obtain, renew, modify, receive by assignment, and comply with any and all permits, licenses or other third party approvals necessary for the acquisition, development, construction, or operation of NCRWA’s water, wastewater, or reclamation facilities.
25. To assist Authority Members in constructing and operating reclaimed water projects to optimize the use of reclaimed water to replace the need for potable water.
26. To the extent provided by law, to require and enforce the use of services, products and facilities of the Authority whenever and wherever they are accessible, and to require and enforce the installation and dedication to the Authority of water, wastewater, and reclamation facilities or easements as a condition precedent to the provision of service by the Authority or by another entity authorized by the Authority to provide interim service until Authority services, products and facilities are available.
27. To sell or otherwise dispose of the effluent, sludge or other by-products as a result of water or wastewater treatment.
28. To construct, maintain and operate connecting, intercepting, or outlet wastewater and wastewater mains and pipes and water mains, conduits or pipelines in, along or under any streets, alleys, highways or other public places or ways regulated by or under the jurisdiction of the State or any political subdivision or municipal corporation when necessary or convenient for the purposes of the Authority.
29. To do all acts and things authorized by Florida Statutes, the Florida Constitution and respective home rule powers of the Authority Members as may be necessary or convenient for the conduct of its business in order to carry out the powers and duties provided in this Agreement.
B. The Service Area of NCRWA is established in Section 2.01.B and Appendix A. The NCRWA only may exercise rights, powers, privileges, and authorities granted herein outside of such geographic territory by an affirmative vote of the majority of the NCRWA Board.
SECTION 2.04. BOARD OF DIRECTORS.
A. All powers, privileges and duties invested in or imposed upon the NCRWA shall be exercised and performed by and through a Board of Directors; provided, however, that the exercise of any and all executive, administrative and ministerial powers may be delegated by the Board of Directors to the General Manager (GM).
B. The Board shall be comprised of one Director from each Authority Member, with each director being entitled to one (1) vote.
C. Each Authority Member shall appoint the Board Members within sixty (60) days of adoption of this Agreement. The initial appointments for the positions in shall be for one (1) and two (2) year terms, and the initial terms shall be determined by lot at the Board’s first meeting. Thereafter, the appointments shall be for terms of two (2) years.
D. The terms of all Directors shall run commensurate with the fiscal year of the NCRWA.
E. Any Director may resign from all duties and responsibilities hereunder by giving at least thirty (30) calendar days prior written notice sent by registered or certified mail to the General Manager. Such notice shall state the date such resignation shall take effect and such resignation shall take effect on that date.
F. Authority Members may only suspend or remove a Director involuntarily by the following process:
1. By resolution specifying facts sufficient to advise the Director as to the basis of his or her suspension or removal and after reasonable notice to the Director and an opportunity for the Director to be heard, the governing body of the Authority Member may:
a) Suspend or remove from office any Director for malfeasance, misfeasance, neglect of duty, habitual drunkenness, incompetence, permanent inability to perform his or her official duties.
b) Suspend from office any Director who is arrested for a felony or for a misdemeanor related to the duties of office or who is indicted or informed against for the commission of any federal felony or misdemeanor or state felony or misdemeanor.
2. In addition, the governing body of the Authority Member may remove from office any Director who is convicted of a federal felony or misdemeanor or state felony or misdemeanor. For the purpose of this subsection, any person who pleads guilty or nolo contendere or who is found guilty shall be deemed to have been convicted, notwithstanding a suspension of sentence or a withholding of adjudication.
3. A suspended Director may, at any time before his or her removal, be reinstated by the governing body of the Authority Member in its discretion.
4. The suspension of a Director by a governing body of an Authority Member creates a temporary vacancy in such office during the suspension. Any temporary vacancy in office created by the suspension of a Director under the provisions of this section shall be filled by a temporary appointment to such office for the period of the suspension, not to extend beyond the term of the suspended Director. Such temporary appointment shall be made by the governing body of the Authority Member, and must meet the residency and homestead requirements set forth in this Agreement.
5. No Director who has been suspended from office under this section may perform any official act, duty, or function during his or her suspension, or be entitled to any of the privileges of his or her office during suspension.
6. If the Director is acquitted or found not guilty or is otherwise cleared of the charges which were the basis of the arrest, indictment, or information by reason of which he or she was suspended under the provisions of this section, the governing body of the Authority Member shall forthwith revoke the suspension and restore such Director to office. If, during the suspension, the term of office of the Director expires and a successor is either appointed or confirmed, he or she shall not be reinstated.
SECTION 2.05. BOARD MEETINGS. The Board shall meet on a regular basis at such times and at such places as determined by the Board; provided, however, special meetings may be called by the Chairperson and in his or her absence, by the Vice-Chairperson. All Board Meetings shall be held pursuant to Section 286.011, Florida Statutes, and other applicable laws.
SECTION 2.06. QUORUM AND VOTING.
A. A quorum for the transaction of business at any regular or special meeting of the Board shall consist of a majority of the Directors. Notwithstanding the foregoing, a majority of the Directors present at any meeting may act to continue the meeting to any time and date specified in such action.
B. Each Director shall be entitled to one (1) vote. Except as provided in Section 2.06.C and as otherwise expressly set forth in this Agreement, Board action shall require a majority vote of the Directors present.
C. The following Board actions shall require an affirmative vote of not less than two-thirds (2/3) of the number of Directors:
1) Approval to incur debt.
2) Dismissal of the General Manager.
3) Purchase of water, wastewater, and/or reclamation facilities or any portion thereof.
4) Sale or other disposition of the NCRWA’s water, wastewater, and/or reclamation facilities or any portion thereof.
5) Contracts with an Authority Member or any private or public entity or person for the operation or management of water or wastewater facilities owned or operated by the NCRWA.
6) Approval of any funding from an Authority Member as part of the mid-term or long-term funding.
SECTION 2.07. OFFICERS OF THE BOARD.
A. At its first organizational meeting and in September of each year thereafter, the Board shall elect a Chairperson from their number, who shall serve for a period of one (1) year, or until a successor shall have been duly elected and qualified, whichever is later. The Chairperson shall preside at all meetings of the Board.
B. At its first organizational meeting and in September of each year thereafter, the Board shall elect a Vice-Chairperson from their number, who shall serve for a period of one (1) year or until a successor shall have been duly elected and qualified, whichever is later. In case of the absence or the disability of the Chairperson, the Chairperson’s duties shall be performed by the Vice- Chairperson. The Vice-Chairperson shall perform such additional duties as are authorized by the Board.
C. At its first organizational meeting and in September thereafter each year, the Board shall elect a Secretary-Treasurer from their number, who shall serve for a period of one (1) year, or until a successor shall have been duly elected and qualified, whichever is later. In case of the absence or disability of the Vice-Chairperson, the Vice-Chairperson’s duties shall be performed by the Secretary-Treasurer. The Secretary-Treasurer shall perform such additional duties as are authorized by the Board.
D. If a vacancy occurs in any office, the Board shall at its next regular meeting elect a replacement to serve the balance of the expired term.
E. If neither the Chairperson nor Vice-Chairperson attends a meeting at which a quorum is present, the Directors present may elect one of their number to serve as Chairperson Pro-Tem for that meeting.
SECTION 2.08. POWERS AND DUTIES OF THE BOARD. The Board shall act as the governing body of the NCRWA and shall have the following powers and duties:
A. To fix the time and place or places at which its regular meetings shall be held, and to call and hold special meetings.
B. To make and pass rules, regulations, resolutions and orders not inconsistent with the Constitution of the United States or of the State, or to the provisions of the affairs of the NCRWA, and for carrying into effect the provisions of this Agreement.
C. To fix the location of the principal place of business of the NCRWA and the location of all offices maintained thereafter.
D. To prescribe a system of business administration and to create any and all necessary officers in addition to Chairman, Vice-Chairman and Secretary-Treasurer; to establish the powers, duties and compensation of all employees; and to require and fix the amount of all official bonds necessary for the protection of the funds and property of the Authority.
E. To select and employ a General Manager, who shall administer the affairs and manage the staff of the NCRWA with Board approval, and perform all other administrative duties as directed by the Board.
F. To appoint a General Counsel to act as the Chief Legal Officer of the NCRWA, manage the NCRWA’s legal representation and provide legal advice and support to the Board, GM and NCRWA staff, and perform such other duties as directed by the Board consistent with the NCRWA’s budget.
G. To amend the NCRWA’s name, as permitted by law.
SECTION 2.09. ANNUAL BUDGET.
A. Prior to May of each year the GM shall prepare and deliver to the Board a balanced tentative budget for the NCRWA covering its proposed operating and other financial requirements for the ensuing fiscal year. The tentative budget shall identify the rates for which water will be sold and wastewater treated during such fiscal year and shall specifically state if the identified rates constitute a change from existing rates.
B. In addition to the notice and review rights accorded to the Authority Members pursuant to Section 3.05 of this Agreement, the Board shall publish a notice of its intention to adopt the budget and shall provide copies of the notice and tentative budget to each Authority Member on or before the first publication date. The notice shall include a summary of the tentative budget, specify the rates at which water will be sold and any proposed changes to such rates anticipated in the tentative budget, and identify the time, date and place at which the public may appear before the Board and state their objections to or support of the budget and rates.
C. At the time, date and place specified in the notice, the Board shall conduct a public hearing and thereafter may consider adoption of the budget and rates with any amendments it deems advisable. The public hearing on the budget may be continued without the need for republication of notice. Unless otherwise authorized by the Board, the final budget and rates shall be adopted and provided to each Authority Member by July 1 of each year.
D. The adopted budget shall be balanced and shall be the operating and fiscal guide for the NCRWA for the ensuing fiscal year. The Board may from time to time amend the budget at any regular or special meeting; provided however, that prior to approving any budget amendment that increases the total budget for any fiscal year (other than a budget amendment appropriating grant funds or the proceeds of obligations), the Board shall provide notice and conduct an additional public hearing in the manner described in this section.
SECTION 2.10. PERFORMANCE AUDIT AND MANAGEMENT STUDY. The NCRWA shall consider whether or not to conduct a performance audit and management study to review program results and make recommendations regarding its governance structure in the proper, efficient and economical operation and maintenance of the NCRWA’s water supplies and wastewater treatment immediately following the end of the second full fiscal year. If the NCRWA determines at the end of the second full fiscal year to conduct the performance audit and management study, it may thereafter consider further performance audit and management studies from time to time as determined by the Board. If the NCRWA does not determine at the end of the second full fiscal year to conduct the performance audit and management study, it shall conduct a performance audit and management study at the end of the third full fiscal year and thereafter as may be determined by the Board. The NCRWA shall retain an accounting firm or management consulting firm to conduct the performance audit and management study.
SECTION 2.11. ANNUAL AUDIT. An annual audit of the NCRWA financial statements shall be conducted each year by independent auditors. The audit shall be completed no later than six (6) months after the end of the fiscal year. The audit shall be in accordance with generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States.
ARTICLE III
WATER SUPPLY, WASTEWATER, AND RECLAIMED WATER PROVISIONS
SECTION 3.01. COOPERATION. The Authority Members agree that cooperative efforts are necessary in order to meet their respective needs for water, wastewater, and reclaimed water in a manner which will provide adequate and dependable supplies and service. The Authority Members shall continue their cooperative efforts to develop and implement effective conservation programs in order to reduce per capita demand for water.
SECTION 3.02. EXCLUSIVITY. It is expressly understood and agreed that NCRWA shall be the sole and exclusive supplier of water, the sole and exclusive provider of wastewater treatment, and the sole and exclusive provider of reclaimed water to the Authority Members within the Service Area set forth in Appendix A hereto, as such appendix may subsequently be amended.
A. The Authority Members shall neither create nor, to the extent permitted by law, allow creation of any special district (including a community development district) or Governmental Authority pursuant to Chapter 189, Florida Statutes, Section 163.01, Florida Statutes, Section 373.1962, Florida Statutes, or another provision of general or special law or by ordinance or contract, which is authorized to produce water, treat wastewater, or reclaimed water within the Service Area of the NCRWA. This section shall not apply to the creation of any special district or other Governmental Authority that is required to use the NCRWA (through an Authority Member) as its exclusive supplier of water, treater of wastewater, and/or reclaimed water for customers located within the geographic territory of the NCRWA, as established in Appendix A hereto, the sole and exclusive provider of wastewater treatment to the same extent as required by the Authority Members hereunder.
B. To the extent permitted by law, the Authority Members shall not franchise new or expanded private water utilities following the effective date of this Agreement unless the franchisee agrees to the use of the NCRWA (through the Authority Member) as its exclusive supplier of water, treater of wastewater, and/or reclaimed water for customers located within the NCRWA Service Area to the same extent as required by the Authority Members hereunder.
C. The Authority Members shall not assist or encourage the creation or expansion of a private utility by the Florida Public Service Commission unless the private utility agrees to use the NCRWA (through an Authority Member) as its exclusive supplier of water, treater of wastewater, and/or reclaimed water for customers located within the NCRWA Service Area to the same extent as required by the Authority Members.
D. The Authority Members shall not work in concert with any person, corporation, local government, unit of federal or state government, special district, governmental authority or other entity for the purposes of avoiding or evading the exclusivity requirements of this section.
SECTION 3.03. OBLIGATION TO MEET WATER, WASTEWATER, AND RECLAIMED WATER NEEDS.
A. Except as otherwise expressly provided herein, NCRWA shall have the absolute, continuing and unequivocal obligation to meet the water, wastewater, and reclaimed water needs of the Authority Members within the Service Area established in Appendix A hereto, as may be subsequently amended. This obligation shall only apply if the need is determined by the Authority to be cost feasible, if the need is determined to be reasonable, and if capacity is or will be readily available to meet the need.
B. NCRWA shall oppose any permit, order, rule or other regulatory effort to reduce or limit the permanent capacity of its water, wastewater facilities, and reclaimed water unless (1) the reduction or limitation results from an agreement to which all Authority Members are parties; or, (2) the reduction or limitation will not become effective until adequate replacement capacity has been placed in service. NCRWA may join any Authority Member in opposing permit, order, rule or other regulatory effort to reduce or limit the permitted capacity of said Authority Members water and wastewater facilities.
C. The GM shall actively monitor the relationship between the quantity of water actually delivered to the Authority Members or wastewater treated or reclaimed water availability on the Authority Members behalf and the aggregate permitted capacity of NCRWA’s and Authority Members production and treatment facilities.
SECTION 3.04. NOTICE AND REVIEW OF RATES, FEES AND CHARGES.
A. The NCRWA Board shall take all such actions and pass any resolutions as may be necessary to ensure that the rates, fees and other charges applied to and collected from the residents of the Authority Members who receive water, wastewater, and/or reclaimed water service from the NCRWA are identical.
B. The Authority Members hereby reserve the right to review and approve as fair and reasonable any changes proposed by the NCRWA to the rates, charges, customer classifications, and terms of service to be offered to customers of the NCRWA residing in their respective counties prior to the NCRWA adoption of such changes. In reserving the foregoing right, the Authority Members understand and acknowledge that the right to review and approve any changes proposed by the NCRWA is subject to the obligation of the NCRWA to establish rates and charges that comply with the requirements contained in any indenture, resolution or trust agreement relating to the issuance of Bonds to acquire and improve the effected utility and the Authority Members expressly agree that they shall not, collectively or individually, dispute any rate change, or part thereof, required to permit the NCRWA to pay the Bonds or otherwise comply with the requirements of NCRWA’s obligations. The NCRWA shall provide the Authority Members or their designees with information concerning any proposed change in rates, charges, customer classifications and terms of service at least thirty (30) days prior to the hearing date established by the NCRWA for consideration of such changes except that this notice and review provision shall not apply nor be required for annual indexing adjustments to such rates and charges. Each Authority Member shall have fifteen (15) days from receipt of such information to notify the NCRWA in writing if such Authority Member does not approve of any proposed change and shall specify reasons for such disapproval. If an Authority Member fails to notify the NCRWA in writing of such disapproval, the proposed change shall be deemed approved and the NCRWA shall proceed to conduct any required hearing. If an Authority Member notifies the NCRWA of the disapproval of a change, the Authority Member and NCRWA shall implement the dispute resolution process set forth in Article V.
SECTION 3.05. REVIEW OF CAPITAL IMPROVEMENT PROGRAM.
A. The NCRWA shall annually submit a five-year capital improvement plan to the Authority Members, prior to the NCRWA’s adoption of an annual budget. The NCRWA’s capital improvement plan, capital improvements and utility expansion and line extension policies and procedures shall remain at all times consistent with the land development regulations, local comprehensive plans, building and zoning codes and specifications, right-of-way utilization and other applicable ordinances, policies and regulations of the Authority Members.
B. The Authority Members and the NCRWA agree that it shall be within the Authority Member’s sole discretion to determine whether such capital improvement plan, capital improvements as well as the NCRWA’s utility expansion and line extension policies as applied within each Authority Member’s political boundaries are consistent with the respective Authority Member’s land development regulations, comprehensive plan, building and zoning codes and specifications, right-of-way utilization and other applicable ordinances, policies and regulations unless authority to make preliminary determinations of such consistency is expressly delegated to the NCRWA by an Authority Member.
C. Each Authority Member shall have sixty (60) days from receipt of such plan to notify the NCRWA in writing if such Authority Member does not approve of any proposed project within the plan and shall specify reasons for such disapproval. If an Authority Member fails to notify the NCRWA in writing of such disapproval, the proposed plan shall be deemed approved. If an Authority Member fails to notify the NCRWA in writing of such disapproval, the proposed plan shall be deemed approved. If an Authority Member notifies the NCRWA of the disapproval of a project, the Authority Member and NCRWA shall implement the dispute resolution process set forth in Article V.
SECTION 3.06. FILING OF ANNUAL REPORTS BY NCRWA. Annually, the NCRWA shall file a copy with and, if requested, appear and present to each Authority Member the NCRWA’s Comprehensive Annual Financial Report (”CAFR”) for the preceding fiscal year within fourteen (14) days of the CAFR becoming final. At the request of a County Member, the NCRWA shall also appear and present the CAFR.
ARTICLE IV
OBLIGATIONS
SECTION 4.01. GENERAL AUTHORITY. The Board shall have the power and is hereby authorized to provide, at one time or from time to time in series, for the issuance of Obligations of the Authority to fund the project cost of water, wastewater, and reclamation facilities. Other than Obligations described in Section 4.09 hereof, the principal of and interest on each series of Obligations shall be payable from Pledged Funds.
SECTION 4.02. TERMS OF THE OBLIGATIONS. The Obligations shall be dated, shall bear interest at such rate or rates, shall mature at such times as may be determined by the Board, and may be made redeemable before maturity, at the option of the Authority, at such price or prices and under such terms and conditions as may be fixed by the Board. Such Obligations shall mature not later than thirty (30) years after their issuance and may, at the option of the Board, bear interest at a variable rate. The Board shall determine the form of the Obligations, the manner of executing such Obligations, and shall fix the denominations of such Obligations, the place or places of payment of the principal and interest, which may be at any bank or trust company within or outside of this state, and such other terms and provisions of the Obligations as it deems appropriate. The Obligations may be sold at public or private sale for such price or prices as the Board shall determine.
SECTION 4.03. TEMPORARY OBLIGATIONS. Prior to the preparation of definitive Obligations of any series, the Board may, under like restrictions, issue interim receipts, interim certificates, or temporary Obligations, exchangeable for definitive Obligations when such Obligations have been executed and are available for delivery. The Board may also provide for the replacement of any Obligations which shall become mutilated, destroyed or lost. Obligations may be issued without any other proceedings or the happening of any other conditions or things than those proceedings, conditions or things which are specifically required by this Agreement.
SECTION 4.04. ANTICIPATION NOTES. In anticipation of the sale of Obligations, the Board may issue notes and may renew the same from time to time. Such notes may be paid from the proceeds of Obligations, the Pledged Funds, the proceeds of the notes and such other legally available monies as the Board deems appropriate. Said notes shall mature within five (5) years of their issuance and shall bear interest at a rate not exceeding the maximum rate provided by law. The Board may issue Obligations or renewal notes to repay the notes. The notes shall be issued in the same manner as the Obligations.
SECTION 4.05. TAXING POWER NOT PLEDGED. Obligations issued under the provisions of this Agreement shall not be deemed to constitute a Pledge of the faith and credit of the Authority or any Authority Member, but such Obligations shall be payable only from Pledged Funds in the manner provided herein and by the financing documents. The issuance of Obligations under the provisions of this shall not directly or indirectly obligate any Authority Member to levy or to pledge any form of ad valorem taxation whatever therefore. No holder of such Obligations shall ever have the right to compel any exercise of the ad valorem taxing power on the part of any Authority Member to pay any such Obligations or the interest thereon or to enforce payment of such Obligations or the interest thereon against any property of the NCRWA, nor shall such Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the NCRWA, except the Pledged Funds.
SECTION 4.06. TRUST FUNDS. Upon issuance of any series of Obligations, the Pledged Funds shall be deemed to be trust funds, to be held and applied solely as provided in financing documents. The pledged Funds may be invested by the NCRWA, or its designee, in the manner provided by the financing documents. The Pledged Funds upon receipt thereof by the NCRWA shall be subject to the lien and pledge of the holders of any Obligations or any entity other than the NCRWA provided credit enhancement on the Obligations.
SECTION 4.07. REMEDIES OF HOLDERS. Any holder of Obligations, except to the extent the rights herein given may be restricted by the financing documents, may, whether at law or in equity, by suit, action, mandamus, or other proceedings, protect and enforce any and all rights under the laws of the state or granted hereunder or under the financing documents, and may enforce and compel the performance of all duties required hereunder or under the financing documents, to be performed by the NCRWA.
SECTION 4.08. REFUNDING OBLIGATIONS. The Authority may issue Obligations to refund any Obligations then outstanding and provide for the rights of the holders hereof. Such Refunding Obligations may be issued in an amount sufficient to provide for the payment of the principal of, redemption premium, if any, and interest on the outstanding Obligations to be refunded.
SECTION 4.09. CONDUIT TRANSACTIONS. In addition to the powers granted to the NCRWA hereunder, including the power to issue Obligations pursuant to this Article IV for the purpose of funding project costs of water and wastewater facilities, the Authority may issue Obligations for the principal purpose of loaning the proceeds thereof to a public or private entity, which shall finance or refinance the acquisition and construction of water treatment, production or transmission facilities, wastewater, and/or reclamation facilities. Water, wastewater, or reclaimed water service from such facilities shall be purchased in whole or in part by the NCRWA for purposes of supplying quality services within the NCRWA’s Service Area. Such security may include monies received pursuant to a loan agreement between the NCRWA and such public or private entity. Obligations shall have the terms provided in Section 4.02 hereof.
SECTION 4.10. AUTHORITY MEMBER GOVERNMENT COOPERATION. Each Authority Member shall cooperate with the NCRWA when the NCRWA issues Obligations. In such connection, each Authority Member and the NCRWA shall comply with reasonable requests of each other and will, upon request of the NCRWA or Authority Member:
A. Make available copies of annual reports produced annually by the NCRWA and Authority Member which contain general and financial information;
B. Consent to publication and distribution of such financial information;
C. Certify that such general and financial information is accurate, does not contain any untrue statements of a material fact and does not omit to state a material fact necessary to make the statements in the information, in light of circumstances under which they were made, not misleading;
D. Make available certified copies of official proceedings;
E. Provide reasonable certifications to be used in a transcript of closing documents; and
F. Provide reasonably requested certificates and/or opinions of counsel as to the binding effect of this Agreement.
ARTICLE V
DISPUTE RESOLUTION
SECTION 5.01. NOTICE. The NCRWA and Authority Members agree to resolve any dispute related to the interpretation or performance of this Agreement, including disputes which may arise as a result of the disapproval by an Authority Member of a change proposed by the NCRWA pursuant to Section 3.04 or a project proposed in a NCRWA capital improvement plan pursuant to Section 3.05, in the manner described in this section. Any party may initiate the dispute resolution process by providing written notice to the other parties identifying the matter(s) in dispute.
SECTION 5.02. MEETING. After transmittal and receipt of a notice specifying the issue or issues in dispute, the parties agree to meet at reasonable times and places, as mutually agreed upon, to discuss the disputed issues.
SECTION 5.03. MEDIATION. If discussions between the parties fail to resolve the dispute(s) within thirty (30) days of the initial notice of such dispute, the parties shall designate a mutually acceptable, neutral, third party to act as a mediator. The cost of the mediation, if any, shall be borne equally by the parties. The mediation contemplated by this section is intended to be a non-adversarial process with the objective to help the parties reach a mutually acceptable and voluntary agreement. The decision-making shall rest solely with the parties. The mediator shall assist the parties in identifying the issues, fostering joint problem-solving and exploring settlement alternatives.
SECTION 5.04. LAWSUITS. If the parties are unable to reach a mediated settlement within sixty (60) days of the mediator’s appointment, any party may terminate the settlement discussions by written notice to the other party (or parties). In such event, any party may initiate litigation or, where applicable, a proceeding under Section 403.412(2), Florida Statutes, within thirty (30) days of the notice terminating the settlement discussions. The venue for any such action, other than a proceeding under Section 403.412(2), Florida Statutes, shall lie in the county of the Authority Member being sued or, in the event that an Authority Member is initiating suit against the NCRWA, venue shall lie in the county where the NCRWA maintains its principal office.
ARTICLE VI
WITHDRAWAL AND TERMINATION
SECTION 6.01. WITHDRAWAL OF AUTHORITY MEMBER. The Authority Members acknowledge and agree that an Authority Member may withdraw from the NCRWA at the Authority Member’s sole discretion upon a vote of a supermajority vote of the respective board of county/municipal commissioners/council members of a county/municipal Member. In the event of the withdrawal from the NCRWA of an Authority Member, the Authority shall retain water, wastewater, and/or reclaimed water facilities, assets, expenses, liabilities, revenue, connection fees, and other assets and customer-related information.
SECTION 6.02. TERMINATION OF AUTHORITY. In the event that all Authority Members agree the NCRWA shall be terminated. The Authority Members acknowledge and agree that in the event of termination under these circumstances, the Authority Members shall negotiate a fair and equitable distribution of NCRWA facilities, expenses, liabilities, revenue, connection fees and other assets. To facilitate a fair allocation in the event of termination, the NCRWA shall work with its financial planners, accountant and engineers to provide the Authority Members with unaudited allocations of assets and liabilities on a periodic basis not to exceed every three (3) years.
SECTION 6.03. TRANSFER OF NCRWA FACILITIES TO WITHDRAWING AUTHORITY MEMBER OR UPON TERMINATION OF NCRWA.
A. In the event of a withdrawing Authority Member, the NCRWA may transfer facilities and any debt obligations relating thereto to the withdrawing Authority Member upon satisfaction of the following conditions:
(1) Such Authority Member assumes all responsibilities and liabilities in regard to such transfer.
(2) Such transfer shall be approved by the governing body of the Authority Member in whose jurisdiction the facilities are located.
(3) The NCRWA receives an opinion of a nationally recognized bond counsel to the effect that the transfer of such facilities and any debt obligations related thereto will not adversely affect the tax-exempt status of the NCRWA’s debt obligations.
B. In the event of the termination of the NCRWA, the NCRWA may transfer facilities and debt obligations relating thereto to the respective Authority Member upon satisfaction of the following conditions:
(1) Each Authority Member agrees to assume all responsibilities and liabilities in regard to the facilities, expenses, liabilities, revenue, connection fees and debt obligations to be transferred, assigned and assumed by each Authority Member and to release the NCRWA from any liability therefore.
(2) The NCRWA receives an opinion of a nationally recognized bond counsel to the effect that the transfer of facilities and debt obligations, related thereto, or the defeasance or extinguishing of such debt obligations will not adversely affect the tax-exempt status of the debt obligations or otherwise subject NCRWA to any liability whatsoever pursuant to any applicable law, rule, regulation or ordinance and that such transfer has been made in compliance with the terms of all outstanding debt instruments.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. DELEGATION OF DUTY. Nothing contained herein shall be deemed to authorize the delegation of any of the constitutional or statutory duties of the State or the Authority Members or any officers thereof.
SECTION 7.02. FILING. A copy of this Interlocal Agreement shall be filed for records with the Clerk of the Circuit Court in each county wherein an Authority Member is located.
SECTION 7.03. IMMUNITY.
A. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Authority Members shall apply to the officials, officers, agents or employees of the Authority when performing their respective functions and duties under the provisions of this Interlocal Agreement.
B. The Authority Members intend to utilize Section 768.28 and 163.01(9)C., Florida Statutes, other Florida Statutes and the common law governing sovereign immunity to the fullest extent possible. Pursuant to Section 163.01(5)(o), Florida Statutes, Authority Members may not be held jointly liable for the torts of the officers or employees of the Authority, or any other tort attributable to the Authority, and that Authority alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The Authority Members intend that the Authority shall have all of the privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. Nothing in this Interlocal Agreement is intended to inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law.
SECTION 7.04. LIMITED LIABILITY. No Authority Member shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Authority, the Directors or any other agents, employees, officers or officials of the Authority, except to the extent otherwise mutually agreed upon, and neither the Authority, the directors or any other agents, employees, officers or officials of the Authority have any authority or power to otherwise obligate any individual Authority Member in any manner.
SECTION 7.05. INDEMNIFICATION. To the extent that doing so does not waive any right of immunity available to the Authority Members, whether pursuant to Section 768.28, Florida Statutes, or otherwise, NCRWA hereby agrees to indemnify, protect, save and hold forever harmless the Authority Members any and all of their respective commissioners, officers and employees from and against all liabilities, obligations, claims, damages, judgments, penalties, costs and expenses (including attorneys’ fees and all court costs) which arise after the creation of the NCRWA which the Authority Members, or either of them, may incur, suffer, sustain or for which either Authority Member may become obligated or liable as a result of the acts or omissions of the NCRWA.
SECTION 7.06. AMENDMENTS. This Interlocal Agreement may be amended in writing at any time by the concurrence of all of the Directors present at a duly called meeting of the Authority and subsequent ratification by the governing body of each Authority Member. However, this Interlocal Agreement may not be amended so as to A. permit any profits of the Authority to inure to the benefit of any private person, B. permit the diversion or application of any of the monies or other assets of the Authority for any purposes other than those specified herein, C. adversely affect the tax-exempt status, if applicable, of interest on the Obligations, or D. materially, adversely affect the security for any Obligations.
SECTION 7.07. ADHERENCE TO OPEN GOVERNMENT. As a public entity, the NCRWA shall adhere to and comply with all laws relating to Government in the Sunshine and Public Records. In addition, as soon as practicable, the NCRWA shall post on its website documents of the NCRWA, including, among others, the agendas and minutes of any Board meetings, the annual budget, the annual report, and the Capital Improvement Plan.
SECTION 7.08. SEVERABILITY. In the event that any provision of this Interlocal Agreement shall, for any reason, be determined invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the other provisions of this Interlocal Agreement shall remain in full force and effect.
SECTION 7.09. CONTROLLING LAW. This Interlocal Agreement shall be construed and governed by Florida law.
SECTION 7.10. EFFECTIVE DATE. This Interlocal Agreement shall become effective on the later of A. the dated date hereof or B. the date of the last initial Authority Member executes this Interlocal Agreement and the filing requirements of Section 8.02 hereof are satisfied.
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
DIXIE COUNTY, FLORIDA
By:_________________________
Chairperson
ATTEST:
_________________________
Clerk
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
GILCHRIST COUNTY, FLORIDA
By:_________________________
Chairperson
ATTEST:
_________________________
Clerk
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
Town of BELL, FLORIDA
By:_________________________
Mayor
ATTEST:
_________________________
Clerk
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
Town of CROSS CITY, FLORIDA
By:_________________________
Mayor
ATTEST:
_________________________
Clerk
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
CITY OF FANNING SPRINGS, FLORIDA
By:_________________________
Mayor
ATTEST:
_________________________
Clerk
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the Authority Members by their authorized officers or officials on this _______ day of _______________, 2009.
CITY OF TRENTON, FLORIDA
By:_________________________
Mayor
ATTEST:
_________________________
Clerk
Interlocal Agreement
Appendix A
Geographic Map of the
Nature Coast Regional Water Authority
Service Area
Interlocal Agreement
Appendix B
Geographic Map of Service Areas
Town of Cross City,
City of Fanning Springs,
And
City of Trenton
