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1997-048 NPDES Interlocal Agreement• RESOLUTION NO. AE_97 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO AN INTERLOCAL AGREEMENT WITH NORTHERN PALM BEACH COUNTY IMPROVEMENT DISTRICT ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF ALLOCATING DUTIES, RESPONSIBILITIES AND COSTS UNDER THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM PERMIT ISSUED BY THE ENVIRONMENTAL PROTECTION AGENCY; AND, PROVIDING FOR AN EFFECTIVE DATE. • BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Interlocal Agreement with Northern Palm Beach County Improvement District attached as Exhibit "A'~, which Agreement is for the purpose of allocating duties, responsibilities and costs under the National Pollutant Discharge Elimination System Permit issued by the Environmental Protection Agency. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Interlocal Agreement with • Northern Palm Beach County Improvement District set forth in Exhibit " A" for and on behalf of the Village of North Palm Beach. • Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 14th DAY OF AUGUST • 1997. (Village Seal) AYOR ATTEST: ~J VILLAGE CLERK MANLEY P. CALOWELL~ JR. KENNETH W. EOWARDS • CHARLES F. $CHOECH MARY M. VIATOR BETSY S. BURDEN WILLIAM E. CORLEY, III NICOLE J. MONSEES JOHN A. WEIG LAW OFFICES CALDWELL SC PACETTI SUITE 300 324 ROYAL PALM WAY Pwlnt Bawcx, Fioa[aw oo4BO-ao62 TELEPHONE 166n 866 -0820 TELECOPIER (6611668 -377E RETIRCD ARTHUR E. BARROW MADISON F. PACETTI 1814-1984 PLEASE REPLY TO POST OFFICE BOX 2776 PALM BEACH, FL 33480-2776 26,1997 Dennis Kelly, Village Manager VILLAGE OF NORTH PALM BEACH 50] U. S. Highway One North Palm Beach, Florida 33408-4906 In Re: September 24. 1997 NPDES Interlocal Agreement Dear Mr. Kelly: SJ~~//~ ~~ ~ .~F~ On behalf of Northem Palm Beach County Improvement District, please find enclosed the following: • ] . One (1) fully executed original of the NPDES Interlocal Agreement between Northern and your governmental entity. 2. A copy of a Resolution adopted by Northern's Board of Supervisors approving and incorporating into each NPDES Interlocal Agreement, the NPDES Steering Committee Administrative Guidelines which are attached as Exhibit "A" to the Resolution. I also wish to advise you that an executed duplicate original of the enclosed NPDES Interlocal Agreement will be filed with the Clerk of the Court within the next several days in accordance with the provisions of Chapter 163, Part I, Florida Statutes. Yotu cooperation and as::istance in this matter has been most appreciated. Very truly yours, Kenneth W. Edwards KWEhnac • Enclosure cc: Peter L. Pimentel, Exec. Director, NPBC[D (letter only) Alan D. Wettepny, P.F.., MOCK, ROOS & ASSOCIATES, INC. (w/enclosures) • NI'DLS INTLRLOCAL AGRCIsMf~,N"F 'I his Agreemcul shall be effective as of lhe~~''day of _ 199? ("the Gflective Date"), and is being entered into by and between NORTIIGRN AL,M I3L'ACI{ COUN-fY IMI'RC)VIPIGN"F llIS'1'RICT, 357 }lialt llrive, Palm Beach Gardens, Fli+rida 33Q I R, (hereinafter referred to <IS "the Lead Permittee") and VILLAGE, OF NOR"I'fl PALM BEACH (hereinafter rcfeneJ to tts "the Co-1'ermiltee'"). WITNL',SSG"1'~j; \','I I;::I:LTr\5, the United States J:u~'ironmenta! Protection Agency (hereinafter r~lcrrc+d to as "l;l'A"j on Ute 9th day of Uecembcr, 1 J96, issued its National I'ollutanl Discharge Elimination System ("NPD1iS") Permit No. FLS00001 S (hereinafter referred to as the "NPDIS Permit") to fi>rty (•401 govcrntnc•ntal eutilics dcsign;dcd as lh< Palm l:cach Ci+unty-Municipal Scp;u;dc SIrn-ut Sc;vec • System Pcrntiitecs (hereinaller referred to as "the PCI'n:ItICCS"); and WI1[iRl}:AS, the NI'I)k?S permit conluius certain separate obliF!alions and rCSpPlltilbllltlt5 U11 the part of each individual ('ermiltec, as well as some obligations and responsibilities that arty be pc•rli~rmeil joiully by all of the I'crmillecs; and \~~ I If:RL'r15, due to the number of Permitlecs and the tasks that must be performed under the Nl'DISS I'crmit, it would be most economically and actmiuistratively feasible to allocate duties, responsibilities, and costs associated therewith under the terms of this r\grecmeut; and RrIiLsRFA5, the parties hereto arc aulhorired pursuant to Chapter 163, Yarl 1 of 1'lorida Slahltcs, to enter into this Ltterlocal Agreement and do hereby wish to adopt. ratify amd conlirm the provisions and incorporation herein of Sl.lbparagraph (9) ol'Scclion IG3.01. Florida Slatutcs. NO\V, "flIER1~FORB, in accordance with Chapter 163, Parl [, Florida Statutes, the undersigned parties, for and in atnsidcralien of the mutual benefits se( fol ~h herein, do hereby enter into this Interlocal Agrecntcnt and represent, covenant, and agree with each other as follows: SGC."IIUN ONL' I L.~;!'_ 13i ~~iIiL11~' 1' I O N ti I.0 L ~citL . '1'l:e recitals and represemta ticnts us set forth hereiuabo~ e arc true and cerrcct • to the best of the I;uotv lcdge of the parties and are incorporated herein by this reference. SEC"PION 'f W U DPSIGNA"f[ON OP PAIt7'ILS • 2.01. Lead PermiUee. Northern I'ahn Beach County lmprovcment District is hereby dhsignated as the Lead Permittee for the purposes of this Agreement and'the NPDCS I'crmit. 2.02. ' ~-'en ti .Village of North Palm Beach is hereby designated as a Co-I'crmittec liar the purposes of this Agreement and the NPDP;S Permit. SECTION TI-IRGE Nf DGS PLRMI'C 3.O1. "f eon of Permit. 7 he NPDCS Permit has an effective date of I'ebruary 1, 1997 (the "NI'DES Permit Iiffectivc Date") and expiration date oCDecember 31, 2001 (the "NPDCS Permit Expiration Uate"). 3.02. Qllllual Ftenorts. 17te NPDCS Permit requires that certain reports be submitted to I:I'A on mr annual basis cou!mencing September I, 1998 and on each September 1st thereafter through and including the year 2002. SECTION T'OU2 ~PRM OF ACiRFCMCNT • 4A1. "fen The anticipated term of this Agreement shall be from the Agreemart's Effective Dale through September 30, 2002, but suhjecl to an annual Fiscal Year (as hereinafter dcCmed) renewal process pursuant to the following Section 4.03, unless otherwise terminated in accorduuce will: other provisions of (his Agreeutenl. 4.02. I~uiulin _Y~L. The teen "Fiscil t'ear' is defined for the purposes of this Agreement as the following fiscal year periods, namely: (i) First Piscal Ycar -from October 1, 1997 through September 30, 1998. (ii) Second Piscal Ycar - ti'om October I, 1998 through September 30. 1999. (iii) Third Piscal Year -from October I , 1999 through September 30, 2000. (iv) Fourth Piscal Yenr -from October I, 2000 through September 30, 2001. (v) Fifth Fiscal Year -from October 1, 2001 through September 3Q 2002. 4.03. ten wn . 'Chis Agreement shall be automatically renewed as of the beginning date of each Fiscal Year, unless a party to this Agreement provides written notice ofnon-renewal to the • 2 other early al Ieast thirty (30) clays prior to the end of the prior Fiscal Yerut or unless the Agreement has been previously terminated as provided herein. • SECTION F1VE ~C(~1~; Ol' WGRK ANU ALLOCA"1'lON OF pu'-.ES :\ND OELIGA"I'[ON~ 5.01. ~.copc of Work The Scope of Work contemplated under this Agreement is applicable to the implcmcntrtion amd execution of the NPDES Permit, which Permit is incorpornied herein, and is generally described as follows: (i) 'I he timely preparation, coordination, and execution of all inlerlocal agreements necessary to carry out the terms of the NPDES Permit. (ii) The timely preparation, coordination, and submittal to EPA of all system-wide annual reports. (iii) "I he timely implementation, coordination, and execution of all monitoring required by the NI'UIiS Penr.it. (iv) "Che timely preparation, coordination, and submittal to EPA of all watershed • Pollutant load estimates. (v) 'Che timely development, implementation, and execution of all system-wide public education programs required by the NPDES Permit. (vi) 'I'hc timely development, implemeotation, and execution of all storm water uranagc•mcnl programs rcyuircd by the NPUES Permit. (vii) The timely preparation, coordination, and distribution of standardized forms necessary to carry out the terms of the NPDES Permit. (viii) "I'hc tirncly and adequate performance of any other task required by the NI'UGS permit. 5.02. Allocation of Uulies and Obligations (i) The Lead Permittee shall be responsible for those duties and obligations which are specifically identified and delineated in Exhibit "A" which is attached hereto and incorporated herein (lhc "Lead Permitter Services"). • (ii) "I'he Co-I'cnnittee shall be responsible for such other duties and obligations as arc identified as being its individual responsibility in the NI'D1:S Permit. • 5.03. Modifications to NPDFS~'crnrit It is understood and agreed that any changes, modifications, revisions, or additions to the terms of the NC'llCS Permit made subsequent to the GCleclive Date of this Agreement, including but not limited to any requirements to perform biological assessments, m'c expressly excluded from and not a subject of this Agrcement. SIiC"PION SIX J~DINii AND ALLOCA"PION OF COS"fS AND CXPL'NSC:S G.0 L Annual I3udeet. In that this Agreement is anticipated to be renewed for a number of fiscal Years, the parties acknowledge that it is difficult to project the potential costs the Lead 1'crmittce may be required to incur in future Fiscal Years in order to carry out the Lead Permittee Services. Due to the above, the parties agree that it is in their mutual best interests to arrive at u payment amount on an ruuurtl advance Fiscal Year basis in order to more reasonably calculate the amount that will be required to be paid by the Co-Permittee to the Lead Permittee for the provision of Lrad Permittee Services. • G.O2. Ih'i 'itl~dii}g. "fhe parLes agree that any surphis funds previously paid by the Co- Pen;iitlcc pursu:uu to any prior hricrlocal Agreement it ha; entered into with the bead Pcnnittec that relates to tl:c NPDL'S Permit application process, shall be applied to and used for the provision of I,cad Pcnnittec Services by the Lead Permittee during the 1'irsl Fiscal Year. G.G3. J?l s '' 1 Year Pavn t . In addition to the foods referenced in above Section (5.02, the parties agree that for the First Fiscal Year, the Co-1'crmittcc. shall also pay to the Lead Pcnnittec the sum of $3,9G(1A0, which sum represents the combined payment of the Lead Pcrmillce's Services during the Second Piscal Ycar term of this Agreement and the Section G.04 ten percent (10%) Reserve Fund Conliugcncy. G.0~4. J~serve Contingencv. "1'he parties acknowledge that each Fiscal Year payment required to be paid by the Cu-Permittee to the Lcad Permittee for the provisior of the Lead Permittee Services will include a reserve fund contingency (the "Reserve Fund Contingency") for unexpected additional costs anti expenses. "fhe Reserve Fund Contingency amount shall be equal to ten percent (10%) of each Piscal Year's payment amount. 6.05. Current Funding. The patties acknowledge that the aforomenlioned funding will be sufficient to satisfy the current NPDI:S Permit requirements for the First and Second Fiscal }'cars unless unexpected additional costs and expenses of the Hahne described in following Section 7.03 • 4 arc incurred. • 6.06. Puhue Pundine. As to future Fiscal Ycar payments that will be required to be paid by the Co-I'ermittee to the Lcad Pcrmittee, the parties agree that nn or before March I, 1993 the Lcad 1'ermittee shall provide a cost estimate to the Co-Pcrmittee oFthe amount the Co-Pcrmittccs will be requested to pay during the Second hiscul Year, with all subsequent Fiscal Year estimates to be sent on or before March 1st of each following Fiscal Ycar. The Lcad Pcrmittee and Co- Pcrmiltcc shall Ihcn have until sixty (60) days before the beginning of the next Fiscal Ycar to agree in writing upon a mutually acceptable dollar amount to be paid by the Co-1'ermittce to the Lead I'crntittce for the applicable Fiscal Ycar, all of which shall be paid pursuant to Sectiom Seven of this Agreement. If, however, the parties cannot agree upon a mutually acceptable dollar amount by the aforementioned deadline, then in that event this Agreement shall be deemed terminated unless otherwise agreed to iu writing by and between the parties. G.07. Fifth Fiscal Year. ti is assumed that during the Fif~h Fiscal Ycar, the Co- Pcrmittces and L'PA will commence to negotiate or renegotiate the tcrnts of the NPDL'S Permit. As a resu!1, allocatiot7 of the Scope of Services that are required to he provided hereunder will likely be ntodilicd. lluc to this uncertainty, the allocation of each parties duties and obligations hereunder, together with the funding process for provision of services, will he reexamined during the Fifth Fisatl Ycar ol• this Agreement. (.03. 4epslrLlc (_t? I'ei7]littc~_I<xp~pse~s. lxcept for such amounts as arc required to be paid by the Co-Pern7tttcc to the Lead Pcrmittee pursuant to above Sections G.02 through G.07, the Co-Pcrmittee shall be responsible for all othex costs and expenses relating to its individual duties and obligations under the 1~PDLS Permit, including but not limited to: (1) all ousts of the Co- I'crmittec's preparation and submittal of such of its own individual Annual Report(s) that may he srparatcly required by the NPDBS 1'erntit, (2) costs of all numitorimg that n,ay be the Co-Pcrmittec's individu:.tl respoosihility. (~) costs of gathcriag, compiling, coordinatin@., and submitting all necessary data that may be individually required of the Co-I'crmiltec by the NI'llrS Pcrntil, aril (4) ;ill other costs of carrying out any other individual responsibility of the Co-Pcrmittee according to the terms of the Nl'DGS I'enuil. SGC'f1ON SCVGN ' Y 'NT PROCGllURI "1'hc Co-Pamtittee agrces to pay its annual fiscal Ycar payments as follows: 7.01. Pint Fisc71 Year. The First Fiscal Year payntenl amount specified in about Section G.03 may, at the option of the Co-Pcrmittee, be paid in either a single lump sum payntenl on or before October 1, 1997, or in twelve (12) equal monthly installments couuuencing ou October I, 1997, and thereafter on the 1st clay of each subsequent month of the First Piscat Year (said payntenl dates being hereinafter referred to as the "Payment lluc Uate"). • 5 7A2. Subsequent Fiscal Ycar Payments. Once a subsequent Fiscal Ycar payment amount has been agreed to in writing by and between the Lead I'ermiltee and the Co-Permittee, the C'o- • I'crmittcc may, at its option, either pay the entire agreed-upon amount in either a single lump sum on or before October ] st of that particular Fiscal Year, or iu twelve (12) equal monthly irtstallmenls conuncncing on October lst of that Piscal Year and thereafter on the lst day of cash subsequent month of that Fiscal Year (said payment dales also being hereinafter referred to as the "Payment Dar Ihdc"). 7.03. tltdilional Costs. Since it is possible that following the parties' finalisation of an agreed upon Piscal Ycar payment amount, unexpected additional costs and expenses may arise which will need to be paid in order for the Lead Permittee to carry out its Lead Permittee Services (in' that fiscal Ycar, and in order to address same, the parties agree as follows (i) In order to ameliorate the possibility of unexpected additional costs and expenses resulting from the theft, loss, or destruction of equipment required for provision of the Lead Permitlce Services, the parties agree that the Lead Permittee is authorized to include as a portion of the cost of providing its Lcad Pennittce Services, funding for the acquisition of loss, theft, and property damage insurance for said equipment. (ii) if the Lcad Permittee determines that unexpected additional costs and expenses must be incurred in order fur it to timely provide its Lead Permittee Services, then in that event. the Lcad Permitlce shall promptly notify the Co-Permittee, in writing, of the nature anti estimated amount of the Co-I'erutittee's allocable share of these unexpected additional costs and • expenses, as +vcll as the Lcad Permittcds intent to draw clown funds from the Co-Permiltec's Reserve Fund Contingency iu older Io pay said Co-Permittee's allocable share of the unloaded and unexpected additional costs and expenses. (iii) Farth~.r, if the Co-1'ermittce's allocable share o1'thc unexpected additional costs and expenses exceeds the amount held in the Co-l'ermitlee's Reserve Fund Contingency account. the Lcad 1'ermittce shall include iu the aforementioned notice to the Co-Permittee said excess amount. the Lead Permittee and Co-Permitlce shall then attempt to negotiate the payment procednrc for said unfunded and unexpected additional costs and expenses. (iv) ;ftly~ Lcad Permittee and Co-Penuiltee arc able to agree as to the need mxl amount of-the unfunded and unexpected additional costs and expenses, said agreement shall he reduced to writing and executed with the same formalities of this Agreement. 'I'hc agreed upon unfunded and unexpected additional costs and expenses shall be divided by the remaining months of that particular Piscal Ycar and paid to the Lcad Permitlce at the same time as the remaining rrgnlar Piscal Ycar payments pursuant to preceding Section 7.02. (v) (f the Lcad Permittee and Co-Permittee are unable to agree as to the need mul/or amount of the unfunded and unexpected acldilional costs and expenses then in that event the Lcad Permittee may suspend or terminate this Agreement, at its sole discretion, following the • G provision of thirty (30) clays prior written notice to the Co-Permitlce. • 7.U4. '•ri ur ~ t 'a Unless otherwise agreed to in writing by mul between the parties hereto, if a Fiscal fear payment or agreed upon unfunded and unexpected addilioual costs and expenses payment is nut timely paid within thirty (30) days of a Yaymenl Uuc Datc, then in lhttt cvcut the duties and obligations assumed by the Lead Permiltce under the terms of this Agreement may be suspended and%or tcnninated by the Lead Permiltce, at its sole discretion, following the provision of thirty (30) days prior written notice to the Cu-Pcrruitlee unless remedied by the Co- 1'crmittce within said thirty (30) day notice time period. SFiCI'ION E[G[1'C OI'"LION 1'O "I'ERMINI~:L13 8.01. Termination. L.ither party to this Agrcemeut shall have the right to terminate this Agreement, provided, however, that the party wishing to lermima(e the Agreement must provide thirty (3U) clays prior written notice to the other party of said terminating party's decision to terminate this Agreement. Said termination shall not he effective until said thirty (30) clays have elapsed. 8.02. ~g~1,5 a t it e ['.~c~nseS. irrespective of which party elects to terminate ibis Agrcemeut under unc of the upticnurl lerminntiou pruvisiuus of this Agrcemeut or in the cvcut of a failure to p:ry • by the Co-1'c:rmittce to the Leatl Permiltce the amtounts clue under and pursuant to the terms of this f\grccmcnt, the parties agree That any costs and expenses previously incurred or obligated lu be paid by the l,cad Permitlce as of the date of its issuance or receipt of a notice of termination shall still be due and owing and the right to collect said amount(s) shall survive the termination of this Agrcerncnt. 8.03. jtc~iin_!~. "I'hc parties acknowledge that the. Lead 1'ermittec anticipates entering into annual agrecutcnts, on a Fiscal fear basis, with one a• more. consultants or contractors for the provision of certain services required in order for the 1_cad Permiltce to provide its Lead I'crntitlee Services ou behalf of all Co-Permittees. In that the Co-Pcnnitlee's payments under this Agrecntent represent only a portion o1 what the Lead Permiltce will have to pay its consullmtls and contractors for their services, it is unlikely that if this Agrecntent is terminated for any reason, that the C'o- Pcrmittcc will be entitled to receive a refund from the Lead Permiltce fur any monies the Co- Permitlce has previously paid pursuant to this Agreement. Ilowcvcr, to the exleut the Lead Permiltce is able to obtain a reduction in its contractual obligations with its consultauls or contractors as a rCSUh of the ter'117rIlall0^ Of this Agreement, then in that evcut, the Lead 1'ermittce shall be obligated to reimburse the Cu-1'ermittee for the amount of such a reduction in costs and expenses. 8A4. p~umentation and llata. In the event this Agrecntent is cancelled or terminated, all documentation and data previously collected by the lead Pennittee in accordance with its duties and obligations as assumed herein, shall be made available to the Co-l'crmittee, provided, however, that "7 said Co-I'crmiltec shall be responsible for any costs incurred in n+aking available such documentation. • SEC"PION NINIi 1NPORCI-;rTt:N"['. V~Qj,~:11ONS. AND/OR ll'1, 1 p.~11,_"1_ 9.(I I . j jrdi~g.i~u . "fhe designation of one of the parties under this ~'lgrccutent as the l .ead 1'crmittec is not intended nor shall it be construed as autlwrizing, granting or permitting the Lead l'crmittec to accept or assume m+y powers of enforcement of the NPL)13S Permit as to the other party. 9.02. Violations. Neither party to this Agreement shall be deemed to have assumed any liability for any negligent or wrongful acts or omissions of the other party, and in no event shall any of the urovisions of this Agrecnrent be construed as a waiver by either party of the liability limits established in Section 768.2.8, Florida Statutes. 9.03. ~.vs S 9~1 AltOrnC 's ~ s. ht the event of any litigation or administrative proceeding to settle issues arising hereunder, the prevailing party shall be entitled to recover against the other party its costs and ca:penses, including reasonahle attorney's fees, which shall include but not be limited to any fees and costs for any appeal tl+at Wray be taken. SEI; PION TEN ~4(SS;t412s~s'.P:~uS_L'P~ravlSlnLYs. • 1(.1.01. Nc?ti_c's~~~ All notices, requests, consents and other communications require, or pcrmiUCC) under this Agreement shall be in writing (including telex, facsimile or telegraphic. cumnumi:;ation) mui shall be (as elcetect by the person giving such notice) hand delivered by prepaid express overuigl+t courier or utesscugcr service, telcconunuuicated, or mailed (airntaii i( international) by registered or certified mail (postage ,rn'epaid), return receipt requested, to the Ibllotving addresses: As to Lead l'ermittcc: Northern Palm [3cach County Improvement District 357 Iliatt Drive Palm Beach Gardens, Florida 33418 Attn: Executive Director 1'honc (561) 624-7830 Fax (5611 624-7839 l~'ilh a copy to: Caldwell & Pacelti 32d Royal Palm Way, Suite 300 Palm }3cach, Florida 33480 Attn: Kenneth W. Edwards, [isq. Phony (561) 655-0620 Fax: (561)655-3775 • :\s to Co-I'crmitlcc: Village of North Paltn l3each 501 U.S. Highway One • st~l~ernomt: -----~-------- ~(yQrth Palrn Beach FL 33408;4906 Alta: Dennis Kelly, Village Manager I'Ilone: 561-848- 3476 I':tx: 561-848-3344 \\'itha.opyto: ~~~nt of Public Services RII C' 645 Prosperity Farms Road Sall'r~1Pl•l$ ~gY'th Pa]m Raarh FL3,3~8=4799 r Attn: Tom Hogarth Phone: 561-626-0212 ['ax: 561-626-5869 111.02, lj:_ttlitc__,~l,tect1c~lt. 1ltis Agreement represents the entire understanding and ,Igrccnrcnl between the parties smith respect to the subject nta!tcr hereof. (1.03, 'oast ~~s. 7~hc preparation of this Agreement is considered a joint effort of the • parties and accordingly !his Agreement shall not be construed more severely against one of the parties than the other. I G.(1~i. J~i~I in 'nation. -1"he L,cad Pcnuitlec and the Co-Permiltee agree that no person shall on the grounds of race, color, sex, national origin, disability, religion, ancestry, marital status er sexual orientation be excluded from the benefits o1'or be sut~jected to any ibrm ofdiscriminatiou under any activity carried out by the perCormmtce of this Agrecrncnt. 10.05. 1~Il~lin e •t. All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal :eprescrtativcs, successors, and permitted assigns. 10.06. ss~ ~r ~ i ' .The responsibility for carrying out any task assumed by any party to this Agreement, but not the obligation to pay the amounts required to be paid ns hercinabovc set li~rth, may be assigned by any party to this Agreement upon receipt of written approval by the other party, which shat! not be unreasonably withheld. 10.0?. Scvera~ilily. If any part of this Agreement is contrary lo, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated • thereby and shall be given full force and effect so far as possible, unless the prohibited or invalid provision reduces the payment obligations of the Co-Permittee, iu which event this Agreement may be thereupon terminated by the Lead I'crmiltce. l O.OS. Cioveruiu6 Law aRd Venue. This Agreement and ali transactions contemplated by this Agrccmcnt shall bc. governed by, and construed and cnforoed in accordance with, the internal Ian's of the Slate oCrlorida without regard to any contrary conllicts of laws principle. Venue of all proceedings in connection herewith shall be exclusively in Pahm Beach County, Florida, and each party hereby waives whatever their respective rights may have been in the selection of venue. 10.09. Time of the Ls ••~yncc. Time is oCthe essence with respect to this Agrccmcnt. 10.10. lcadin 'the headings contained in this Agrccmcnt arc for convenience of reference only, and shall not limit or otherwise affect in any way tic meaning or interpretation of this Agreement. 10.11. Ze!llsii~. '1'be failure of any party to insist on a strict performance of any of the (eras and conditions hereof shall be deemed a waiver of the rights or remedies that the party may have rcgardiog that specific instance only, and shall not be deemed a waiver of any subsequent breach ur default in any terms and conditions. I O.12. rll'llI~S I'ci_i~iit. If there is any inconsistency between tie tct'ms of this Agreement and the Nl'D}?.S Permit, then the Ni'DL'.S 1'cnnit shall preempt, supersede, and conhol over !hc • provisions of this Agrcemcn!. 10.13. Co ! c~;nl~. 'Phis Agrccmcnt !nay be executed in one or more counterparts, each of which shall be ctec:uted vt original, but all of which together shall Constitute one and the same instrument. 10.14. clerk oL4~• A copy of this Agreemetl shall be filed with the Clerk of the Court iu and (or Palm Beach County, Florida, 10. I $, j~fl'ective Date. 'this Agrccmcnt shall be effective as of the last date that it is signed by all panics hereto. , 10.16. ~'crminatio Ptj4~ ereements. All previous iulcrlocal agreements entered into bchvccn the parties to this Agreement regarding the application or execution of the NPDFS Permit shall terminate as of the L'ffeclive Date of this Agreement. • 10 IN WI"fNESS WIIERL'•OP, the parties have set (heir hand and seals the dciy and yc;v hereinafter written. • GYECU"fED by Lead I':~rmittee this _~~{~ day of___~r~'~__ , 1997. i\'I"17iST: I30ARD Ol~ SIJI'ERVISORS, NORTI IT;RN PALM 13EAC[1 COUN7'1' lMPROVEIvIENT DISTR[C"I' 13y: --- --- - - I3y:~~ Peter L. Pimenlel, Secretary ~'~ lsl:nl.~ .J William L. Kerslake, President E`CI'sCU7T:L) by Co-Permittce this 14th __ clay of_ __August-_---. ___ _ __ 19ci7. n~rrf 7': ~ Kathleen F. Kelly, Vill (S l; A l,} AI'1'ILi)VGD AS 10 f'ORM AND LEGAL S[.1PPIC1[NCY B~: VILLAGI OF NOILTIi PALM BGACI-I Clerk `\Gail ~H. Vastola, r~ u Ext~[arr A •ro NPUGS INTERI,OCAL. AGRL'LNIEN"f I.I:Ai~'~R)t4[TTELi RLCPONSILiII ITII~S ~'hc responsibilities of the Lead Pennittee as to the implementation and execution of the Nl'DIiS Permit is geuerallp as follows: (i) The timely preparation, coordination, and submittal to rl'A of the system-wide annual report. (ii) 17re preparation, coordination, and execution of inlerlocal agreements necessary to can't' out the jc»nt responsibilities of all permittees. (iii) I he timely preparation, coordination and execution of the wet weather monitoring rccpaircd by !hc NI'UI:S Pcnait. • (iv) 1'hc timcl;: pre^l~ccatiou, coordination, and submittal to GPA ofall watershed pollutant load estimates. (vl 'f hr, preparation, coordination, and distribution of standardized forms as approved by NI'DLS Steering Canmittee to carry out the terms of the Nl'DES Permit. (vi) Coordination and assistance in carrying out the Ienns of the NPDES Permit. Conducting NPDES Steering Committee Workshul:. •