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Backup Documents 01/24/2017 Item # 9B
Con fiat ed t0 I-- 4-11 1 _10-2017 ORANGE TREE UTILITY INTEGRATION COLLIER COUNTY FLORIDA REQUEST FOR LEGAL ADVERTISING OF PUBLIC HEARINGS To: Clerk to the Board: Please place the following as a: r � .(-)i ,\ XXX Normal legal Advertisement ❑ Other: (Display Adv.,location,etc.) Originating Dept/Div Public Utilities Person: George Yilmaz,Director Date: 12-14-16 Petition No.(If none,give brief description): Notice of Public Hearing on Integration of the Assets of Orange Tree Utility Co. Name&Address of any person(s)to be notified by Clerk's Office:(If more space is needed,attach separate sheet) See Above Hearing before BCC BZA Other Requested Hearing date:(Based on advertisement appearing 10+days before hearing.) January 10,2017(ad to run no later than WEDNESDAY,December 28,2016) Newspaper(s)to be used: (Complete only if important): XXX Naples Daily News El Other XXX Legally Required Proposed Text: (Include legal description&common location&Size: SEE ATTACHED. Companion petition(s), if any&proposed hearing date: N/A Does Petition Fee include advertising cost?❑Yes XXX No If Yes,what account should be charged for advertising costs: PO# 4500173159 Re . by: 11 , ‘chtgatm.t...____ 42-0-/4 Divisio Adm(istrator o zDesign; Date sy List Attachments: NOTICE OF PUBLIC HEARING TEXT DISTRIBUTION INSTRUCTIONS A. For hearings before BCC or BZA: Initiating person to complete one copy and obtain Division Head approval before submitting to County Manager. Note: If legal document is involved,be sure that any necessary legal review,or request for same,is submitted to County Attorney before submitting to County Manager. The Manager's office will distribute copies: ❑Requesting Division ❑Original ❑ County Manager agenda file: to Clerk's Office B. Other hearings: Initiating Division head to approve and submit original to Clerk's Office,retaining a copy for file. *********************************************************************************************************** FOR CLERK'S OFFICE USE ONLY: Date Received: 1( -I "-1( Date of Public hearing:1"I 0-1'7 Date Advertised: t a"a$-i`p NOTICE OF PUBLIC HEARING TO DETERMINE WHETHER THE INTEGRATION OF THE ASSETS OF ORANGE TREE UTILITY CO. INTO THE COLLIER COUNTY WATER-SEWER DISTRICT, LOCATED IN COLLIER COUNTY, FLORIDA, AND IMPLEMENTATION OF COUNTY RATES IS IN THE PUBLIC INTEREST; TO ESTABLISH RATES AND CHARGES AND MODIFY THE SERVICE AREA OF THE COLLIER COUNTY WATER-SEWER DISTRICT. The Board of County Commissioners of Collier County, Florida as the governing body of Collier County and Ex-Officio the governing board of the Collier County Water-Sewer District announces a public hearing to which all interested persons are invited. Such public hearing will be held to determine whether the integration of the water and wastewater assets of Orange Tree Utility Co. located in Collier County, Florida into the Collier County Water-Sewer District and the implementation of County water and wastewater rates and charges is in the public interest. The Board also will consider modifications of the service area of the District to include all areas authorized by the Collier-County Water-Sewer Regulatory Authority to be served by Orange Tree Utility Co. The public hearing will be on January 10, 2017 at the Board of County Commissioner Chambers at the Collier County Government Center, 3299 Tamiami Trail East, 3rd Floor, Naples, Florida 34112. The meeting will commence at 9:00 A.M. The rates and charges which will be effective for services provided on the date the County assumes ownership of the Orange Tree Utility Co. facilities are as follows: Rates Effective 10/1/16 Orange Tree CCWSD TGAL Water Base Charge/month $15.30 $21.19 Water Volume Charge/TGAL $ 4.14 $ 2.91 Block 1 0-5 $ 4.38 Block 2 6-10 $ 5.82 Block 3 11-20 $ 7.27 Block 4 21-30 $ 8.72 Block 5 31-50 $11.62 Block 6 >50 Wastewater Base Charge/month $14.62 $32.37 Wastewater Volume Charge/month $ 3.71 $ 4.56 All remaining rates and charges authorized by Collier County Ordinance No. 2001-73 and Resolution Number 2014-174, as amended, also shall be applied by CCWSD upon assuming ownership All residents of the County including customers of Orange Tree Utility Co. and the Collier County Water-Sewer District, affected property owners, tenants or occupants, and all other interested persons, shall have an opportunity to be heard. All such persons shall also be entitled to file written comments with the County. If a person decides to appeal any decision made by the County with respect to any matter 1 93 considered at the hearing, such person will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing special accommodations or an interpreter to participate in this proceeding should contact the Collier County Facilities Management Division located at 3335 East Tamiami Trail, Suite 1, Naples, Florida 34112-5356 at least three business days prior to the date of the meeting. If you have any questions, please contact the Facilities Management Division Director at (239) 252-8380. 2 Ann P. Jennejohn 9 From: Neet, Virginia Sent: Wednesday, December 14, 2016 9:14 AM To: Bellone, Joseph;Ann P.Jennejohn Cc: Teach, Scott;Yilmaz, George; Minutes and Records Subject: FW: Orange Tree Utility/Collier County Water Sewer District : Notice of Public Hearing Attachments: final NOTICE OF PUBLIC HEARING 121316 srt.doc;Advertising Request - Orange Tree Utility Public Hearing.docx Joseph: Scott Teach asked that I assist with the advertisement of the attached Notice of Public Hearing for the January 10, 2017 BCC Meeting. I started the Ad Request form (attached). This requires 10-days notice, so we are asking that it be advertising on Wednesday, 12/28 (12 days) in the classified section. Please complete the highlighted sections of the Ad Request including a P.O. number. Not certain as to the cost. $1,000 should be sufficient. This will require George's signature. Email a scanned version of the completed and signed Ad Request along with the attached Word version of the Notice of Public Hearing to MinutesandRecords@collierclerk.com. Please copy me. I am including Ann Jennejohn from Minute and Records in this email to give her a head start. Ann: Please add the customary BCC/Chairman/Clerk language at the bottom left of the ad. Also, please advise if the cost will exceed $1,000. Thank you!! Feel free to call with any questions. Dinny Virginia A. Neet, FRP Office of the Collier County Attorney Telephone (239) 252-8066 - Fax (239)252-6600 Under Florida Law,e-mail addresses are public records.If you do not want your e-mail address released in response to a public records request,do not send electronic mail to this entity.Instead,contact this office by telephone or in writing. From: TeachScott Sent: Tuesday, December 13, 2016 4:48 PM To: NeetVirginia Subject: RE: Orange Tree Utility/ Collier County Water Sewer District : Notice of Public Hearing Dinny, 1 9 a BelloneJoseph From: YilmazGeorge Sent: Wednesday, December 14, 2016 11:14 AM To: BelloneJoseph Cc: MolinaroDavid Subject: Re: Orange Tree Utility/Collier County Water Sewer District: Notice of Public Hearing Joe, You are the designee with signature authority. Respectfully, George On Dec 14,2016, at 10:48 AM, BelloneJoseph<josephbellone@colliergov.net>wrote: George, I have the completed Request for Legal Advertising form that requires the signature of the Department Head,or Designee. If you will be in the office to sign today, let me know. If you prefer,you can allow me to be your designee,just need your email reply. �cse 53eeeone Director, Financial Operations Support Division Collier County Public Utilities 3339 Tamiami Trail E., Suite 302 Naples, FL 34112 (239) 252-2351 - office <imageooz.pg>' From: NeetVirginia Sent: Wednesday, December 14, 2016 9:14 AM To: BelloneJoseph; Ann P. Jennejohn Cc:TeachScott; YilmazGeorge; Minutes and Records Subject: FW: Orange Tree Utility/ Collier County Water Sewer District : Notice of Public Hearing Joseph: Scott Teach asked that I assist with the advertisement of the attached Notice of Public Hearing for the January 10, 2017 BCC Meeting. I started the Ad Request form (attached). This requires 10-days notice, so we are asking that it be advertising on Wednesday, 12/28(12 days) in the classified section. Please complete the highlighted sections of the Ad Request including a P.O. number. Not certain as to the cost. $1,000 should be sufficient. This will require George's signature. Email a scanned version of the completed and signed Ad Request along with the attached Word version of the Notice of Public Hearing to MinutesandRecords@collierclerk.com. Please copy me. I am including Ann Jennejohn from Minute and Records in this email to give her a head start. Ann: 1 98 Account #059405 December 15, 2016 Attn: Legals Naples News Media 1100 Immokalee Road Naples, FL 34110 Re: Orange Tree Utility Co. Dear Legals: Please advertise the above referenced notice on Wednesday, December 28, 2016 and send the Affidavit of Publication to this office. Thank you. Sincerely, Ann Jennejohn, Deputy Clerk P.O. #4500173159 9B NOTICE OF PUBLIC HEARING TO DETERMINE WHETHER THE INTEGRATION OF THE ASSETS OF ORANGE TREE UTILITY CO. INTO THE COLLIER COUNTY WATER-SEWER DISTRICT, LOCATED IN COLLIER COUNTY, FLORIDA, AND IMPLEMENTATION OF COUNTY RATES IS IN THE PUBLIC INTEREST; TO ESTABLISH RATES AND CHARGES AND MODIFY THE SERVICE AREA OF THE COLLIER COUNTY WATER-SEWER DISTRICT. The Board of County Commissioners of Collier County, Florida as the governing body of Collier County and Ex-Officio the governing board of the Collier County Water-Sewer District announces a public hearing to which all interested persons are invited. Such public hearing will be held to determine whether the integration of the water and wastewater assets of Orange Tree Utility Co. located in Collier County, Florida into the Collier County Water-Sewer District and the implementation of County water and wastewater rates and charges is in the public interest. The Board also will consider modifications of the service area of the District to include all areas authorized by the Collier-County Water-Sewer Regulatory Authority to be served by Orange Tree Utility Co. The public hearing will be on January 10, 2017 at the Board of County Commissioner Chambers at the Collier County Government Center, 3299 Tamiami Trail East, 3' Floor, Naples, Florida 34112. The meeting will commence at 9:00 A.M. The rates and charges which will be effective for services provided on the date the County assumes ownership of the Orange Tree Utility Co. facilities are as follows: Rates Effective 10/1/16 Orange Tree CCWSD TGAL Water Base Charge/month $15.30 $21.19 Water Volume Charge/TGAL $ 4.14 $ 2.91 Block 1 0-5 $ 4.38 Block 2 6-10 $ 5.82 Block 3 11-20 $ 7.27 Block 4 21-30 $ 8.72 Block 5 31-50 $11.62 Block 6 >50 Wastewater Base Charge/month $14.62 $32.37 Wastewater Volume Charge/month $ 3.71 $ 4.56 98 All remaining rates and charges authorized by Collier County Ordinance No. 2001-73 and Resolution Number 2014-174, as amended, also shall be applied by CCWSD upon assuming ownership All residents of the County including customers of Orange Tree Utility Co. and the Collier County Water-Sewer District, affected property owners, tenants or occupants, and all other interested persons, shall have an opportunity to be heard. All such persons shall also be entitled to file written comments with the County. If a person decides to appeal any decision made by the County with respect to any matter considered at the hearing, such person will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities Act, persons needing special accommodations or an interpreter to participate in this proceeding should contact the Collier County Facilities Management Division located at 3335 East Tamiami Trail, Suite 1, Naples, Florida 34112-5356 at least three business days prior to the date of the meeting. If you have any questions, please contact the Facilities Management Division Director at (239) 252-8380. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AS EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT DONNA FIALA, CHAIRMAN DWIGHT E. BROCK, CLERK By: Ann Jennejohn, Deputy Clerk (SEAL) 9 B Ann P. Jennejohn From: Ann P.Jennejohn Sent: Thursday, December 15, 2016 12:59 PM To: Naples Daily News Legals Subject: Orange Tree Utility Co. Attachments: Orange Tree Utility Co..doc; Orange Tree Utility Co..doc Hi there, Please advertise the attacked ovt Wednesday, December 28, 2016. Thank you! Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk to the Value Adjustment Board Collier County Board Minutes & Records Dept. 239-252.-8406 Fax 239-252-8408 1 9 B Ann P. Jennejohn From: ivonne.gori@naplesnews.com Sent: Tuesday, December 20, 2016 9:18 AM To: Ann P.Jennejohn Cc: Ivonne Gori Subject: Ad: 1410766, NOTICE OF PUBLIC HEARING TO DETERMIN Attachments: BCCPUBLICU-92-1410766-1.pdf Attacked is the docuwtevtt you requested. Please review avid let us kvtow if you have avty questiovts. Tlhavtk you. Ivovtvte Gori Legal Advertisivtg Specialist Naples Daily News/USA Today Network 0: 239.213.(00(01 F: 23 9.263.4307 E:ivonzae.gori@NaplesNews.com A: 1100 Iwtwtokalee Road I Naples, FL 34110 1 > Ad Proof rs Battu Nrws Sales Rep:Ivonne Gori(N9103) Phone:(239)262-3161 Email:ivonne.gori@naplesnews.com Date:12/20/16 This is a proof of your ad scheduled to run on the dates indicated below. Account Number:532018(N059405) Please confirm placement prior to deadline by contacting your account Company Name:BCC/PUBLIC UTILITIES rep at(239)262-3161. Ad Id:1410766 P.O.No.: Total Cost:$580.73 Contact Name: Email:BryanFeir@colliergov.net Tag Line:NOTICE OF PUBLIC HEARING TO DETERMENT Address:3299 TAMIAMI TRL E#700,NAPLES,FL,34112-5749 Start Date:12/28/16 Stop Date:12/28/16 Phone:(239)530-5335 Fax:(239)732-2526 Number of Times:1 Class:16230-Other Public Notices Publications:ND-Naples Daily News,ND-Internet-naplesnews.com I agree this ad is accurate and as ordered. NOTICE OF PUBLIC NEARING TO DETERMINE WHETHER THE INTEGRATION OF THE ASSETS OF ORANGE TREE UTILITY CO.INTO THE COLLIER COUNTY WATER-SEWER DISTRICT,LOCATED IN COLLIER COUNTY,FLORIDA,AND IMPLEMENTATION OF COUNTY RATES IS IN THE PUBLIC INTEREST;TO ESTABLISH RATES AND CHARGES AND MODIFY THE SERVICE AREA OF THE COLLIER COUNTY WATER-SEWER DISTRICT. The Board of County Commissioners of Collier County,Florida as the governing body of Collier Countyand Ex-Officio the governing board of the Collier County Water-Sewer District announces a publc hearing to which all interested persons are Invited. Such public hearing will be held to determine whether the integration of the water and wastewater assets of OrangeTree Utility Co.located in Collier County,Florida into the Collier County Water-Sewer District and the implementation of County water and wastewater rates and charges is in the public interest. The Board also will consider modifications of the service area of the District to include all areas authorized by the Collier-County Water-Sewer Regulatory Authority to be served by Orange Tree Utility Co. The public hearing will be on January 10,2017 at the Board of County Commissioner Chambers at the Collier County Government Center,3299 Tamiami Trail East,3rd Floor,Naples, Florida 34112.The meeting will commence at 9:00 A.M. The rates and charges which will be effective for services provided on the date the County assumes ownership of the Orange Tree Utility Co.facilities are as follows: Rates Effective 10/1/16 Orange Tree CCWSD TGAL Water Base Charge/month $15.30 $21.19 Water Volume Charge/TGAL $4.14 $2.91 Block 1 0-5 $4.38 Block 2 6-10 $5.82 Block 3 11-20 $7.27 Block 4 21-30 $8.72 Block 5 31-50 $11.62 Block 6 >50 Wastewater Base Charge/month $14.62 $32.37 Wastewater Volume Charge/month $3.71 $4.56 All remaining rates and charges authorized by Collier County Ordinance No.2001-73 and Resolution Number 2014-174,as amended,also shall be applied by CCWSD upon assuming ownership All residents of the County including customers of Orange Tree Utility Co.and the Collier County Water-Sewer District,affected property owners,tenants or occupants,and all other interested persons,shall have an opportunity to be heard. All such persons shall also be entitled to file written comments with the County. If a person decides to appeal any decision made by the County with respect to any matter considered at the hearing,such person will need a record of the proceedings and may need to ensure that a verbatim record is made,including the testimony and evidence upon which the appeal is to be made.In accordance with the Americans with Disabilities Act,persons needing special accommodations or an interpreter to participate in this proceeding should contact the Collier County Facilities Management Division located at 3335 East Tamiami Trail,Suite 1,Naples,Florida 34112-5356 at least three business days prior to the date of the meeting. If you have any questions,please contact the Facilities Management Division Director at(239)252-8380. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,AS THE GOVERNING BODY OF COLLIER COUNTY AS EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT DONNA FIALA,CHAIRMAN DWIGHT E.BROCK,CLERK By:Ann Jennejohn,Deputy Clerk (SEAL) December 28,2016 No.1410766 Thank you for your business. Our commitment to a quality product includes the advertising in our publications. As such,Gannett reserves the right to cat- egorize,edit and refuse certain classified ads.Your satisfaction is important. If you notice errors in your ad,please notify the classified department immedi- ately so that we can make corrections before the second print date. The number to call is 239-263-4700. Allowance may not be made for errors reported past the second print date.The Naples Daily News may not issue refunds for classified advertising purchased in a package rate;ads purchased on the open rate may be pro-rated for the remaining full days for which the ad did not run. 9 13 Ann P. Jennejohn From: Ann P. Jennejohn Sent: Tuesday, December 20, 2016 9:34 AM To: Neet, Virginia; Bellone,Joseph Subject: Orange Tree Utility Co.Integration (1-10-2017 BCC Meeting) Attachments: BCCPUBLICU-92-1410766-1.pdf Good Morning, The legal notice for the proposed integration of Orange Tree Utility into the CCWSD, that will be published next Wednesday, December 28th, for the January 10, 2017 13CC Meeting, is attached For your review and approval. Thank you! Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk to the Value Adjustment l3oard Collier County 13oard Minutes & Records Dept. 239-252-8406 Fax 239-252-8408 Original Message From: ivonne.gori@naplesnews.cowt [wtailto:ivonne.gori@naplesnews.coml Sent: Tuesday, December 20, 2016 9:18 AM To: Ann P. Jennejohn <Ann.Jennejohn@collierclerk.com> Cc: Ivonne Gori <ivonne.gori@naplesnews.com> Subject: Ad: 141-0766, NOTICE OF PUBLIC HEARING TO DETERMIN Attached is the document you requested. Please review and let us know if you have any questions. Thank you. Ivonne Gori Legal Advertising Specialist Naples Daily News/USA Today Network 0: 239.213.6063- F: 39.213.6061F: 23 9.263.4307 E:ivonne.gori@NaplesNews.com A: 11-00 Immokalee Road I Naples, FL 34110 1 8 Ann P. Jennejohn 9 From: Neet, Virginia Sent: Tuesday, December 20, 2016 11:00 AM To: Ann P.Jennejohn Subject: FW: Orange Tree Utility Co.Integration (1-10-2017 BCC Meeting) Original Message From: TeachScott Sevtt: Tuesday, December 20, 201.6 1-0:59 AM To: NeetVirgivtia Subject: RE: Orange Tree Utility Co. Ivttegratiovt (1-1-0-2017 13CC Meeting) Good to go. Scott R. Teach Deputy Couvtty Attorney Collier County, Florida Tel: (239) 252-8400 Fax: (239) 252-6,300 Office of the County Attorney, 3299 East Tamiam: Trail, Suite 800, Naples, FL 341-1-2 Under Florida Law, e-mail addresses are public records. If you do vtot want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. Original Message From: NeetVirginia Sent: Tuesday, December 20, 201-6 10:40 AM To: TeachScott Subject: FW: Orange Tree Utility Co. Integration (1-10-2017 13CC Meeting) See attached for your approval. I have checked it against the Word version. Will run 12/28/16, 1-2 days prior to the hearing date. Pinny 1 9 8 Ann P. Jennejohn From: Ann P.Jennejohn Sent: Tuesday, December 20, 2016 11:03 AM To: 'ivonne.gori@naplesnews.com' Subject: RE: 1410766, NOTICE OF PUBLIC HEARING TO DETERMIN Looks good Ivovtvte, please publish vtext Wednesday, December 28, 20110. Thavtk you! Avtvt Je w.ejohvt, Deputy Clerk Clerk of the Circuit Court Clerk to the Value Adjustwtevtt I3oard Collier County Board Minutes & Records Dept. 239-25'2-8406 Fax 239-2S2-8408 Origivtal Message From: ivortrte.gori@vtaplesvtews.co&vt [wtailto:ivovtrte.gori@vtaplesr ews.cowt] Sevtt: Tuesday, December 20, 201-6 9:18 AM To: AKA P. Jevtvtejohvt <Avu'.Jevwtejohvt@collierclerk.cowt> Cc: Ivovtvte Gori <ivovtvte.gori@vtaplesvtews.cowt> Subject: Ad: 141071010, NOTICE OF PUBLIC HEARING TO DETERMIN Attached is the document you requested. Please review avid let us kvtow if you have arty questions. Thavtk you. Ivovtvte Gori Legal Advertising Specialist Naples Daily News/USA Today Network 0: 239.21-3.6061- F: 39.213.100101F: 23 9.263.4307 E:ivovtvte.gori@NaplesNews.cow A: 1100 Iwtwtokalee Road Naples, FL 341-1-0 • 98 ?'apLrø a ?'rwE1 NaplesNews.com Published Daily Naples, FL 34110 Affidavit of Publication State of Florida Counties of Collier and Lee Before the undersigned they serve as the authority, personally appeared Daniel McDermott who on oath says that he serves as Inside Sales Manager of the Naples Daily News,a daily newspaper published at Naples, in Collier Coun- ty,Florida;distributed in Collier and Lee counties of Florida;that the attached copy of the advertising was published in said newspaper on dates listed. Affiant further says that the said Naples Daily News is a newspaper published at Naples, in said Collier County, Florida, and that the said newspaper has heretofore been continuously published in said Collier County, Florida; distributed in Collier and Lee counties of Florida, each day and has been entered as second class mail matter at the post office in Naples,in said Collier County,Florida,for a period of one year next pre- ceding the first publication of the attached copy of advertisement;and affiant further says that he has neither paid nor promised any person,or corporation any discount,rebate,commission or refund for the purpose of securing this advertisement for publication in the said newspaper. Customer Ad Number Copyline P.O.# BCC/PUBLIC UTILITIES 1410766 NOTICE OF PUBLIC HEA Pub Dates December 28,2016 (Sign ure of affiant) 26"4.7;77-- Sworn to and subscribed before me 4 strx��;;;.,,, IVONNE GORI This January 0 ,2017 Notary Public-State o1 Florida 0 ' *IVA Commission #�FF 9000 r�d4 ' , My Comm.Expires Jul 16.2019 \f''7 �' •''••'•' Banded through National Natary Assn. (Signatur of affiant) ' 260 Wednesday,December 28,2016 Naples Daily News I l,,rne s/Out of Stat. V.hides Wonted Other Public Notices Other Public Notices Other Public Notices Other Public Notices BIG CANgOEE,GA STEARNS MOTORS DEPARTMENT OF HOMELAND SECURITY PUBLIC NOTICE Now reservationsfor2/2 cabin UYER TRUSTED FEDERAL EMERGENCY MANAGEMENT AGENCY The District School Board of Collier County Florida, II hold a on 3 acres in the exclusive Regular School Board Meeting on Tuesday,January 10,2017 at All Vehicles wanted Dh AO Big Canoe mountain resort Rod or Jim(239)774-7360 Proposed Flood Hazard Determinations for the City of Marco 4:3 p.m.at the Dr.Martin Luther King Jr. The Administrative Center, an hour north of Atlanta. Island,Collier County,Florida, Case No. 30eP.The 5775 Osceola Trail,Naples,Florida,34109.The purpose of the Hot tub in deck and glorious Department of Homeland Security's Federal Emergency meeting will be to discuss any matters legally brought before views.Enjoy golf,tennis, Atilt,Par is h1 Acc Management Agency(FEMA)solicits technical information the Board. hiking,waerflls .Explore or comments on proposed flood hazard determinations for `/w,/ &shop nearby mountain BRIDGESTONE 2 Trues efma the Flood Insurance Rate Map(FIRM),and where applicable, The agenda for theSchool Board Meeting will be available on the 7 13 towns.For photos,rates 285045022(6 total tires) the Flood Insurance Study(FIS)report for your community. website(wnuary ,201 hools.com)and at your local library on and availability see listing $100.per pair(201)401-7768 These flood hazard determinations may include the addition Tuesday,January 3,2017. #495166 on om or or modification of Base Flood Elevations,base flood depths, (706)57979-12331233 ,/\ Special Flood Hazard Area boundaries or zone designations, IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE 1 0 11 or the regulatory ay. The FIRM and.if applicable,the SCHOOL BOARD WITH RESPECT TO ANY MATTER CONSIDERED, rilli Legals FIS report have been revised to reflect these Mod hazard HE/SHE WILL NEED A RECORD OF THE PROCEEDINGS AND, determinations through issuance of a Letter of Map Revision THEREFORE,MAY NEED TO ENSURE THAT A VERBATIM RECORD Real Estate i,d (LOMB),in accordance with Title 44,Part 65 of the Code of OF THE PROCEEDINGS IS MADE.THE RECORD MUST INCLUDE Commercial `- Federal Regulations. These determinations are the basis for THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS Notice Tn Creditors the floodplain management measures that your community TO BE BASED. 2016-CP-002105 Is required to adopt or show evidence of having in effect to December 28,2016 No.1401737 O(hces/Warehouse/Sole IN THE CIRCUIT COURT FOR qualify or remain qualified for participation in the National Flood COLLIER COUNTYFLORIDA Insurance Program. For more information on the proposed Public Notices Public Notices , AAA BEAUTIFUL SUITES flood hazard determinations and information on the statutory FROM$295.With conference PROBATE DIVISION 90-day period provided for appeals,please visit FEMA's website Collier County Community Development Block Gram room.Call 239-643-1600 File No.2016-CP-002105 at www.fema.gov/plan/prevent/fhm/rte,or call the FEMA Map Oak Marsh,LLC Site Improvements and Rehabilitation at © IN RE ESTATE OF LEOBARDO Information exchange(FML%)toll free at 1-877-FEMA MAP Timber Ridge and Sanders Pines GUision:Z Probate ZUNIGA, (1-877-336-2627). Early Notice and Public Review of a Proposed �' Deteasetl. December 28,2016 and Tanury 4,2017 No.1413829 ActMty m a[100-Year/500-year Floodplain or Wetland] Division:Probate To: All interested Agencies Federal,State,and Local,Groups NOTICE TO CREDITORS and Individuals L'usn less Opp,it tlini til cs The administration Bu & Sell fast! This is to give notice that Collier County has determined that the of the estate of Leobardo 77 following proposed action under the US Department of Housing LOCAL SOFTWARE BUSINESS- Yand Urban Development(HUD)Community Development Block seeks investment of$75,000. Gutierrez Zuniga,deceased. Grant(CDBG)Contract Number B-16-UC-12.0016 is located in Call Barbara(239)842.8224. whose date of death was the 100-Year floodplain,and Collier County will be identifying August 27,2016,is pending in and evaluating practicable alternatives to locating the action the Circuit Court for Collier r in the floodplain and the potential impacts on the floodplain County, Florida, Probate Naples Daily News Loealfieds from the proposed action,as required by Executive Order Division, the Collier C s of 11988 and/or 11990,in accordance with HUD regulations at 24 Recreation . is Collier County CFR 55.20 Subpart C Procedures for Making Determinations Clerk of the Circuit Court, on Floodplain Management and Protection of Wetlands.CDBG Probate Department, 3315 funding is proposed to be provided to Oak Marsh,LLC for the U„ats,Morors,Marine Tamiami Trail East,Suite 102, costs associated with permits,bid advertisement,installation Naples, FL 34112-5324. The - of lighting;rehabilitation of private interior roadways and names and addresses of the replacement of traffic signs inside the properties;installation personal representative and t2r and repair of driveways and sidewalks,installation of native VFORMULA the personal representative's plantings,landscaping,entrance signage and installation of attorney are set forth below. additional handicap and regular parking.Located at Timber All creditors of the Ridge and Sanders Pines parcels in Immokalee,Florida,the BOATS seethe New 43,00 decedent and other persons ww.,.W.. Legal Advertisement site improvements are associated with the rehabilitation of in Nals till Dec.10th having claims or demands �� Invitation to Bid two older rental properties in the Eden Park-Espera Place BO SOD 10th St.S.Ste 102 against decedent's estate,on FL ''''''rmelahoa<""'"."n•. whom a copy of this notice is Notice is hereby given,that David Corban Architects,pile on neighborhood in unincorporated I mokale•ren Oak Marsh, t21s,13i-21,4- Y LLC is looking to combine two multi-familyrental properties required to be served,must behalf of Catholic Charities of Collier County will receive bids into Timber Ridge at Sanders Pines,a 74 unit affordable rental BOAT LIFT,UP TO 26'on lovely file their claims with this court in response to Solicitation#5445 for the project known community under unified ownership and management. Snook Bay in Isle of Capri. ON OR BEFORE THE LATER OF as The Judy Sullivan Family Resource Center Renovations. $250.mo. (239)642-9475 3 MONTHS AFTER THE TIME This solicitation is for the construction of Interior and exterior There are three primary purposes for this notice.First,people CAPTAIN'S UCENSE OF THE FIRST PUBLICATION renovations and site improvements.Funding for this project is who may be affected by activities in floodplain and those who Naples OUPV-6-pak OF THIS NOTICE OR 30 DAYS partially provided by the Collier County Division of Community have an interest in the protection of the natural environment Jan.Sth 877-435.3187 AFTER THE DATE Of SERVICE and Human Services and the Department of Housing and Urban should be given an opportunity to express their concerns OFA COPY OF THIS NOTICE ON Development(HUD)using Community Development Block Grant and provide information about these areas. Commenters are HANDSOME DAY SAILOR New THEM. (CDBG)funds.Federal Regulations during construction will be encouraged to offer alternative sites outside of the floodplain, England built 14'cat boat. All other creditors enforced.including Davis Bacon and Related Acts for wage alternative methods to serve the same project purpose,and Flag blue/beige, new sail, of the decedent and other rates. methods to minimize and mitigate impacts.Second,an adequate 6HP Suzuki, trailer. Huge persons having claims or public notice program can be an important public educational cockpit$8400.703-624.6315 demands against decedent's All sealed bids must be received no later than January 30,2017, tool.The dissemination of information and request for public PONTOON BOAT-Misty Har- estate must file their claims 3:00 PM Naples local time at David Corban Architects,pile,1042 comment about floodplain can facilitate and enhance Federal bor.l8'.Brand New.WHhth this court WITHIN 3 Sixth Ave.North,Naples,FL 34102.Bids will be publicly opened efforts to reduce the risks and impacts associated with the 40HP.Tandem&trailer. MONTHS AFTER THE DATE OF on January 30,2017,3:00 PM at David Corban Architects, 1042pile, occupancy and modification of these special areas.Third.as a Naples area. 519,900. THE FIRST PUBLICATION OF Sixth Ave.North,Naples,FL.Specifications,bid requirements (715)5734103 THIS NOTICE. and plans may be obtained at David Corban Architects, matter of fairness,when the Federal government determines Brian it will participate actions taking place in floodplain,it must ALL CLAIMS NOT 1042 Sixth Ave.North,Naples,FL 34102 or by contacting Brian inform those who may be put at greater or continued risk. Campers RV's FILED WITHIN THE TIME Leaders at 239-234-2500 or bill@davidcorban.com. { PERIODS SET FORTH IN Written comments must be received by Collier County at FLORIDA STATUTES SECTION A non-mandatory pre-bid meeting will be held on January 9,2017 the followingaddress on or before January 13,2017: Collier GET MORE FOR YOUR RV 733.702 WILL BE FOREVER Tat rail 0 am Naples local time;at the project site at 3174 Tamiami County Health and Human Services,3339 East Tamiami Trail, Selling or Consigning. BARRED. Trail East,Napes.FL 34112 Interested parties may call 239-234- Naples,Florida and(239)252.5713,Attention:Rosa Munoz, Call Nowt NOTWITHSTANDING 2500 for more details and information. Grants Coordinator. A full description of the project may also www.ea3yescapesrocom THE TIME PERIOD SET FORTH be reviewed from 9:00 a.m.to 4:30 p.m.at the address above. (239)3023789 ABOVE, ANY CLAIM FILED Minority,female-owned and small businesses are encouraged to Comments may also be submitted via email at RosaMunoz@ WANTED ALL MOTOR HOMES TWO (2) YEARS OR MORE submit bidsfor this project.Licensed Contrectorsareencouraged colliergov.net AND CAMPERS.Any cond. AFTER THE DECEDENT'S DATE to solicit bids from minority and female-owned Subcontractors, CI Cash Paid. (954)789-7530. OF DEATH IS BARRED. efforts for such should be documented. A Current listing of The date of first publication certified minority and female owned businesses can be found Date:December 28,2016 Motorcycles/M oi,etls 2016. supp thisf notice is December 21, l e:r divers / e Vs.syflorida .com/other oroerams/office of .14=7 1993 HONDA GOLDWING Inter- Brandi Lopez The work to be performed under this contract iss bject Subveneidn Global para el Desarrollo de la Comunidad del state black 79K mi.excellent Personal Representative to the requirements of Section 3 of the Housing andUrban Condado de Collier cond.new battery,extras 1815 47th Avenue NE Development Act of 1968,as amended.12 U.S.C.1701u(section.) $3,800 olio(614)404-4027 Naples,Florida 34120 An award shall be based on the lowest responsive bid offer Rehabilitation Mer Rid del Lugar de Oak Marsh,LLC en with preference en to qualified Section 3 Business Concerns Timber Ridge y Sanders Pines given Notificaci6n TemDrana y esfa en Publics de la Aclivada Recreational Storage Attorney for Personal in"right to mac with id lin s,County's Purchasing Department's propuestanone Representative Noe i right s match"74 guidelines.Visit htl formtir go regarding [lona con Drobahilidad de Inundacidn Aluvial Anual del SRVs, o: aoered Florida Pe Bar w Firm,97PA n e registration a Sectio for sin additional information regartlm9 1%/0.2%o Humeda0 RVs, boat, auto.64 Covered The Pearl Law Firm, registration as a Section 3 business. available. (239)643-0447 7400Tamiami Trail North, A: Todas las agencies federales,estatales y locales,grupos y Suitea101, Allal authoritieshole laws,h,ordinances,jurisdiand the rules and ofregulations personas interesadas Recreational Trailers Naples,FL34108of jehallapps havingo jurisdiction over construction of this Telephone:239-653-9330 project shall apply to the protect throughout Esoo es para notificar que elCondado Collier ha tleterminado THIS WEEK'S SPECIAL Email: robert® que la slguinnte attidn propuesta bob el 2de outr room. 28' vcondaryornEyiuil: Housing Charities f Collier County complies with the Fair Su vename oto de Viv re Nilo y Desarrollo Urbana (HUD) Slide out room.Like New Secondary Email: kate® Housing Act(42 U.S.C.3600,et seq)and County Fair Housing Subveneidn Global para el Desarrollo de s Comunidad(CDBG) SAVE! comber 21 eyys.201 OrdDecember 28-9. Numero de Contrato B-16-UC-12-0016 I al gnu ora en la 19710HOLIDAY Rh TRAILER SALES December 21&28,No16 December 28,29,30,&31,2016 and January 1,2&3,2017 zone Con probdeilidad r i inundation evalu antral del vas 19710 South 0541,Ft Myers No.1411445 No.1418438 yi b Condado de Collier icifin en l yz ne con alternatives 239-590-0066orvisit: alines para u6 luvi la attidn si a oda ton probabilidad holidayrvitmyers@gmaiLcom Other Public Notices Other Public Notices Other Public Notices pr iuostu e!nn eluvial los ducit es uveal,s poi la accidn NOTICE OF PUDUC NEARING pOrden eEj cu zona de i y/o 11990,0 eluvial,ormsegind to con las por Orden s de HO en 248 CFR .20 eIn sonC Pr iced con las TO DETERMINE WHETHER THE INTEGRATION OF THE ASSETS OF ORANGE TREE UTILITY CO.INTO ere lacerlaD to HUD cina ar 55.20 Incise C iende Zonas de Transportation Inund s pluvial narotec pard Humedvles.Se propon e THE COLLIER COUNTY WATER-SEWER RATES DISTRICT,LOCATED COLLIERTOES COUNTY,FLORIDA,AND Inundacidn iAn deel CBG p op Hci nada a.00k Maone que CHARGES AF COUNTY RATES IN THE PUBLIC INTEREST;OUNA ESTABLISH IS RATES AND la re los oCDBG sea proonros pert is Oak Marsh,LLC CHARGES AND MODIFY THE SERVICE AREA OF THE COLLIER COUNTY WATER-SEWER DISTRICT. para cubririAni los costes eit asociadosmcon los rehabilit ci n de cca i5la Classic Cars inters res instalacidn dsu titucien eoolellide try si o dentro os ThetBoard Ex-Officio OuncChe governinrs ofCooler County,Collie Count as the Seve pis rcty on Calces a las pr pied des y sstelacia.n de pansies dd entr d senora County onsingoich governing edboard sthe eliCountyWater-Sewerbhring will held to delasCniles ocero,instlacnorepantas n de ties,paisapara - &. a er hearing which all interested water are invited.ase Such ts hearing will be held to automoviiho de la n trade ei in taloci n de estacio iamismo. -al0ie determineloainwhether the integrationunty, of the water Col wastewater assets f District is r Tree Utility s iciozali a d la entrails e iregular.U ca oen las a r egos ein Collier County,Floridarlointo the Coter Coand charges Water-Sewer is bland tst. sicimblr gSanders Ines en mmok oe,lFl rda,las i.. oardimplementationlof County id water and on sof hter ratesiof th es st in the publicdinterest. m Timber Ridge y Sanders Pines Immokalee.Florida,las PORSCHE 911 or912,wanted The Board also will consider modifications of the service area of the District served include all areas mejoiras del lagerof oiler asociadas con la rehabilitacidn de dos by private local collector. authorize.by the Collier-County Water-Sewer Regulatory Authority to be by orange Tree p opp edades de alquiler cies antiguas en el vecindario de Eden 239-206-3110 Utility Co.The public hearing will be on January 10,2017 at the Board of County Commissioner FL,Oak marsh, Place en la zona no incorporada de Immokalee, Chambers at the Collier County Government Center.3299 Tamiami Trail East.3rd Floor,Naples, FL.Oak Marsh,LLC este bustantl0 combiner dos propiedades Autoinobdcs Coli Sale Florida 34112.The meeting will commence at 9:00 A.M. de alquilermultifamiliares dentia de Timber Ridge en Sanders Pines,una Comunidad de 74 unidades de alquiler asequible bajo 1988 CADILLAC BIARRITZ The rates and charges which will be effective for services provided on the date the County una administraci6n y titularidad unificada. while,red/white int.,wire assumes ownership of the Orange Tree Utility Co.facilities are as follows: wheels,ex.cond.,runs great. Rates Effective 10/1/16 Orange Tree CCWSD TGAL Hay Cres ar,se debe brindarun para este notias pees.En Asking$6500.(239)287-8429. Water Base Charge/month $15.30 $21.19 primer don se c brindar una ctivid des a las personde as Water Volume Charge/TGAL $4.14 $2.91 Block 1 0.5 inuquo pueAo eluvial afas que por nun ince e5 en las zonas An 51,1111 Utility Vch ccl,•s s 4.38 Block 26-10 el medidn aluvial y las que paean un interes en la pfuioga eu $5.82 Block 3 11-20 del mesio ambience natural,para que a sta szo sus iSe anima a MERCEDES-BENZ ML 350'04, $7.27 Block 4 21-30 sr personas er oras Information u que feestaszonas. leanimaa 8.72 Block 5 31-50 fesra de conla zone cde in ndacdn eluvial, mdtodos alternatives no cond.,garaged,leather. mir, $ fairs cunt*la noel mi inundation iso del,mdtodos alternatives $84mpEste/cream l0-620. $11.62 elock6 >50 parainimel mismo ps edel gundo.o y programa$8450.Estero.(207)740-6201. para minimizer y mitigar los ado efectos. Segundo,un programa Wastewater Base Charge/month §14.62 $32.37 de notifrcacien publics adecuado puede ser una herramienta Wastewater Volume Charge/month $3.71 $4.56 educative publico importance.La ddusien de acien y de inu la solicitud de opinidn publico sabre las zonas de Inundacidn DODGE GRAND CARAVAN - Number201 74,Os mende, iso shill be ap Illiery CCWS-dinanl:usuming1.73ansResolution eluvial pueden facilitar y melorar los esfuerzos del gobierno 2014.Wheelchair Van 'th Number 2014-174,as amentletl,also shall be applied by CCWSD upon assuming ownership federalare reducir los riesggos y efectos asociadas con la 10"lowered fir,ram on y modification de estas zonas esppeciales.En tercer downs.(2391494-8267. All residents of the County including customers of Orange Tree Utility Co.and the Collier County lugar,con el fin de ser juntas,cuando el gobierno federal Water-Sewer District,affected property owners,tenants or occupants,and all other interested determine que participara en a,cmnes que se Heyman a cabo en persons,shall have an opportunity to be heard. All such persons shall also be entitled to file las zonas de ocien eluvial,debe informer a las que pueden Ol VlCies W.,.,1 written comments with the County. If a person decides to appeal any decision made by the ester en mayor r o o continuo peligro. ABSOLUTELY ALL AUTOS- County with respect to any matter considered at the hearing,such person will need a record of the proceedings and may need to ensure that a verbatim record is made,including the Disabilities Los comentarios por escrifo los debe recibir el Condado de Wanted!Dead or Alive Tops evidence upon which the appeal is to be made.In an with the Americans with Disabilities Collier en lalier County a cHeolthacidn para el 13 de enero de 2017 FREE PICKUP 239-265-6140 Act,persons needing special accommodations or an interpreter to participate in this proceeding o antes:Collier County Health and Human Services(Servicios CARS,TRUCKS, should contact the Collier County Facilities Management Division located at 3335 East Tamiami Humans y de la Comunidad del Condado de Collier),3339 East MOTORCYCLES,TRAILERS. Trail,Suite 1,Naples.Florida 34112.5356 at least three business days prior to the date of the Tamiami Trail,Naples,Florida y(239)252-5713,Atenclon:Rosa TOP PRICE.(239)682.8607 meeting.If you have any questions,please contact the Facilities Management Division Director Munoz,Coordinadora de Subvenciones. Tambien se puede CASH FOR CARS at(239)252.8380. ser una descripcidn complete del proyecto de 9:00 a.m.a We BuyAn Condition 4:30 p.m.en la direccidn antes ole nada.Los comentarios tambien pueden envier por correo electr6nico a z@ Vehicle n' Top and BOARDCOLLIECCOUNTCOMMISAONERS colliergov.net. NewerNation's Top Car Buyer OFCOLLIERLNG FLORIDA,AS FREE Cali N From Anywhere! CGOVERNING EX BODY OF COLLIER CalT No.WANTED COUNTY AS BX OFFICIOOFTHE Fecha:28 de diciembre de 2016 ®e.,� CORVETTES WANTED - Top GOVERNINGBOARD E E THE COLLIER °Nv,141 i 80-30Cash r 41-92.Call 941- COUNTY WATER SEWER DISTRICT December 28,2016 No.1416277 809-3660 or 941-923-3421 GLOBAL MOTORSPORTS DONNA FIALA,CHAIRMAN O Buy and sell autos fast! Car-Truck-Cycle-Powersport DWIGHT E.BROCK,CLERK Dan or Eric(239)580-6210 B9'Ann Jennejohn,Deputy Clerk LARGEST BUYER IN FL-Autos, (SEAL) Naples Daily News Loealfieds trucks,RV's,cycles.$1K to $100K.Dave.(239)250-2000 December 28,2016 No.1410766 1 1 I Ann P. Jennejohn 9B From: Casalanguida, Nick Sent: Tuesday, January 24, 2017 11:13 AM To: Patricia L. Morgan Subject: FW: Orange Tree Utility: Hartman Report Attachments: Hartman fernandina beach opinion.pdf; RP Orange Blossom DEveloper Agreemtn 1.pdf; Collier County- OTU Supplemental Staff Report (2).doc Importance: High Supplemental... From: OchsLeo Sent: Monday, January 23, 2017 4:27 PM To: DLCOMM Cc: KlatzkowJeff; TeachScott; brian@brianarmstronglaw.com; YilmazGeorge; CasalanguidaNick; BrockMaryJo; BrownleeMichael; FilsonSue; GoodnerAngela; GrecoSherry; LykinsDave Subject: FW: Orange Tree Utility: Hartman Report Importance: High Commissioners, This is a one-way communication. Please find attached a supplemental staff report related to agenda item 9.B. (orange Tree Settlement Agreement proposal) prepared by the County's outside special legal counsel. He will provide a verbal summary of this information at tomorrow's meeting. I apologize for providing this relatively late in the day,but some of this information has come to our attention only very recently. VR, Leo Leo E.Ochs,Jr. Collier County Manager leoochs©colliergov.net 239.252.8383 From: Brian Armstrong [mailto:brianObrianarmstronglaw.com] Sent: Monday, January 23, 2017 12:29 PM To: OchsLeo Cc: KlatzkowJeff Subject: Fw: Orange Tree Utility: Hartman Report Attached and below please find County Staff and special counsel analyses and comments regarding recent documents provided by Orange Tree Utility Co., specifically as they suggest that free connections should be bestowed upon Orangetree Associates after transfer of the Orange Tree System to the County. As always, please do not hesitate to call me or reply to this email if you have any questions. My best, 1 Brian P. Armstrong,Esq. Law Office of Brian Armstrong, PLLC 9 B From: Brian Armstrong [mailto:brian©brianarmstronglaw.com] Sent: Thursday, January 19, 2017 1:54 PM To: YilmazGeorge; OchsLeo Cc: KlatzkowJeff Subject: Orange Tree Utility: Hartman Report Gentlemen, Dr. Yilmaz has provided me a copy of the report from OTU's engineer, Gerry Hartman, purporting to address the free connections issue which OTU wishes the Board of County Commissioners to consider; and asked if I have any comments. I have several comments: 1. Mr. Hartman is the engineer who appeared on behalf of OTU at mediation and informal discussions who repeatedly represented to the County that the Orange Tree System is being operated in compliance with all permits, rules and laws. As noted in my January 4 letter,that was a misrepresentation then and is a misrepresentation now. 2. Mr. Hartman is in no way an independent expert, and I would strongly disagree with any suggestion that he is an objective expert who will provide unbiased engineering opinions for the Board's consideration. I have attached a copy of pertinent sections of a court opinion in which a trial judge expresses his opinion of Mr. Hartman's very limited credibility in a recent trial in Fernandina Beach. Assessing Mr. Hartman's credibility and candor,the Court stated as follows: Mr. Hartman "failed to forthrightly answer questions put to him;" failed "to accurately recall important events that occurred in the course of his work;" Mr. Hartman "equivocated and appeared less than candid"; and the Court's conclusion, "Mr. Hartman's failure to recall or acknowledge these significant aspects of this transaction, his failure to candidy respond to questions during cross-examination, and his demeanor in providing his testimony cause this Court to conclude that his testimony lacked complete candor and credibility." In my opinion, Mr. Hartman's findings in the report which OTU wishes the Board of County Commissioners to consider should be considered of similar limited credibility and candor. 3. Mr. Hartman fails to address the fact that OTU has collected from developers and customers more than $11.5 million while investing only$10 million in the Orange Tree System. Where has the remaining$1.5 million gone? Mr. Hartman was one of OTU's representatives suggesting to County representatives that the money was invested in utility facilities. OTU's annual reports do not support Mr. Hartman's statements. OTU has never identified where the additional $1.5 million went but it appears clear that it was not invested in utility facilities. 4. Mr. Hartman ignores the fact that OTU has not presented a single developer agreement between OTU and its developer affiliate, Orangetree Associates. It must be remembered that the developer, Orangetree Associates, is a party to the agreements and ordinances under consideration which repeatedly obligate OTU and Orangetree Associates to transfer the Orange Tree System to the County at no cost. OTU required other developers to sign developer agreements, pre-pay connection charges and even pay for utility facilities which exceeded the needs of the developer; but OTU never had Orangetree Associates even sign a developer agreement. In 2015, OTU, the utility, paid Orangetree Associates, the developer, $150,000 in management 2 9B fees. No management agreement has ever been provided by OTU or Orangetree Associates justifying such a payment. 5. Mr. Hartman refers to the transfer of the Orange Tree System to the County as a "donation." This is yet another misrepresentation of the facts. The ordinances and agreements at issue repeatedly reflect the fact that OTU and its developer affiliate Orangetree Associates received development authority, increased density rights, and re-zoning of property in return for the agreement to transfer the Orange Tree System to the County at no cost. OTU and its developer affiliate Orangetree Associates have been receiving the benefit of these agreements and ordinances for decades. OTU tried to escape its obligation to transfer the Orange Tree System to the County, at no cost, by suing the County. The County prevailed in that litigation and the court awarded the County its attorney's fees and costs. A similar result could be expected if the County is forced to pursue the transfer of the Orange Tree System through the pending litigation (in which it is recommended that the County also pursue the $1.5 million in connection fees collected but not invested in the utility system, costs to achieve 100% compliance, attorney's fees and other costs). 6. Mr. Hartman attempts to limit his report's analysis to "pre-paid" connection charges received by OTU since "August 20, 2015." Again, this appears to be an attempt at deception. OTU's annual reports indicate that OTU received hundreds of thousands of dollars of contributions in aid of construction, either cash or assets, in 2014 and 2015. We do not know how much OTU collected in 2016 as OTU has not filed an annual report for that year. These contributions are not necessarily "pre-paid" but also include connection charges paid by customers and others as connections are made. No limitation should be made to "pre-paid" connections. Moreover, Mr. Hartman would ignore in his analysis any consideration of lots already connected to the Orange Tree System but not currently receiving service from OTU; as well as peak system needs. In summary, Mr. Hartman's report lacks credibility and candor. OTU has over-collected cash and asset contributions of more than $1.5 million. Should free connections be made available to OTU's afffiliated developer, Orangetree Associates, the current customers of OTU and CCWSD would be forced to subsidize Orangetree Associates activities, and the transaction would not be "at no cost" to the County and its customers. As always, I am available to answer any questions which you may have in these regards. Brian P. Armstrong, Esq. Law Office of Brian Armstrong, PLLC From:YilmazGeorge<GeorgeYilmaz@colliergov.net> Sent:Thursday,January 19, 2017 12:21 PM To: Brian Armstrong Cc:TeachScott Subject: FW: Orange Tree Utility: Barraco Engineering FDEP Filing From: OchsLeo Sent: Wednesday, January 18, 2017 4:09 PM To: R. Bruce Anderson; TeachScott 3 Cc: KlatzkowJeff; CasalanguidaNick; YilmazGeorge 9 B Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Will do Leo E.Ochs,Jr. Collier County Manager leoochs@colliergov.net 239.252.8383 From: R. Bruce Anderson [mailto:rbanderson@napleslaw.com] Sent: Wednesday, January 18, 2017 4:01 PM To: OchsLeo; TeachScott Cc: KlatzkowJeff; CasalanguidaNick; YilmazGeorge Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Thanks Leo. Please send me a copy of the staff report this afternoon, since it should be final at 4:00. R. Bruce Anderson Attorney at Law CHEFFY PASSIDOMO Cheffy Passidomo, P.A. .h11011.N4Y5 AT i AW 821 5th Avenue South Naples, FL 34102 (239)659-4942 direct (239) 261-9300 telephone (239) 261-9782 facsimile rbandersonCa�napleslaw.com www.napleslaw.com This e-mail,along with any files transmitted with it,is for the sole use of the intended recipient(s)and may contain information that is confidential or privileged.If this e-mail is not addressed to you(or if you have any reason to believe that it is not intended for you),please notify the sender by return e-mail or by telephoning us(collect)at 239-261- 9300 and delete this message immediately from your computer.Any unauthorized review,use,retention,disclosure,dissemination,forwarding,printing or copying of this e- mail is strictly prohibited.Please note that any views or opinions presented in this e-mail are those of the author and do not necessarily represent those of the law firm. From:OchsLeo [mailto:LeoOchs@colliergov.net] Sent:Wednesday,January 18, 2017 3:54 PM To:TeachScott<ScottTeach@colliergov.net>; R. Bruce Anderson <rbanderson@napleslaw.com> Cc: KlatzkowJeff<JeffKlatzkow@colliergov.net>; CasalanguidaNick<NickCasalanguida@colliergov.net>;YilmazGeorge <GeorgeYilmaz@colliergov.net> Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Scott, You are correct. This is my agenda item. It is complex enough without unnecessary additional backup from either party. Bruce doesn't need any help from me in representing his client's interests to the Commissioners. This deal is done. There is no need for a time certain in that the agenda is very short and this item will be heard by mid morning. Leo E.Ochs,Jr. Collier County Manager leoochs@colliergov.net 239.252.8383 4 9B From: TeachScott Sent: Wednesday, January 18, 2017 3:18 PM To: R. Bruce Anderson Cc: KlatzkowJeff; OchsLeo; CasalanguidaNick Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Bruce, I relayed your request to add the attachments your provided to the County Manager. The County Manager believes that adding those documents to the agenda item would create confusion as if it was an endorsement from staff. I don't believe there is any objection to your providing this back-up material directly to the County Commissioners. I will defer again to the County Manager on coordinating with the Chair on the possibility of setting this for a time certain. As we discussed,your clients do not dispute the terms of the Agreements or the related conveyance documents they signed. The only exception your clients have to staffs recommendation to approve the settlement as provided in the Integration Agreement concerns the updated Hole Montes report; which OTU does not accept. Please let me know if this does not accurately memorialize our conversation. Scott R.Teach Deputy County Attorney Collier County, Florida Tel: (239) 252-8400 Fax: (239) 252-6300 Office of the County Attorney,3299 East Tamiami Trail,Suite 800, Naples, FL 34112 Under Florida Law,e-mail addresses are public records.If you do not want your e-mail address released in response to a public records request,do not send electronic mail to this entity.Instead,contact this office by telephone or in writing. From: R. Bruce Anderson [mailto:rbanderson@napleslaw.com] Sent: Wednesday, January 18, 2017 3:01 PM To: TeachScott; OchsLeo; CasalanguidaNick Subject: Orangetree Utility: Barraco Engineering FDEP Filing Importance: High Gentlemen, Also, please include the attached document in the agenda back up. How about setting a time certain for this hearing? Thanks R. Bruce Anderson Attorney at Law CHEFFY PASSIDOMO Cheffy Passidomo, P.A. _77 T11R\'FT'S:4T L.,l' 821 5th Avenue South Naples, FL 34102 (239) 659-4942 direct (239) 261-9300 telephone (239)261-9782 facsimile rbandersonanapleslaw.com www.napleslaw.com This e-mail,along with any files transmitted with it,is for the sole use of the intended recipient(s)and may contain information that is confidential or privileged.If this e-mail is not addressed to you(or if you have any reason to believe that it is not intended for you),please notify the sender by return e-mail or by telephoning us(collect)at 239-261- 9300 and delete this message immediately from your computer.Any unauthorized review,use,retention,disclosure,dissemination,forwarding,printing or copying of this e- mail is strictly prohibited.Please note that any views or opinions presented in this e-mail are those of the author and do not necessarily represent those of the law firm. 5 9 B IN THE CIRCUIT COURT,FOURTH • JUDICIAL CIRCUIT,IN AND FOR NASSAU COUNTY,FLORIDA CITY OF FERNANDINA BEACH, a municipal CASE NO.: 13-CA-485 corporation of the State of Florida, Plaintiff, v. STATE OF FLORIDA,and the taxpayers,property VALIDATION OF THE CITY OF owners and citizens of the City of Fernandina FERNANDINA BEACH,FLORA Beach, Florida, including non-residents owning UTILITY SYSTEM REFUND IT property or subject to taxation therein, and others REVENUE BONDS,SERIES 263B,IN claiming any right,title or interest in property to be AN AGGREGATE PRINCIPA1a affected by the issuance of the Series 2013B Bonds AMOUNT NOT TO EXCEED95,000,000 herein described or to be affected in any way thereby, Defendants. e6C? FINAL JUDGMENT THIS MATTER came before the Court for trial on December 2.-3, 213, ?tithe Complaint for Validation filed by Plaintiff, City of Fernandina Beach(the'`City") agai is the (xi taxpayers,property owners and citizens of the City,including non-residents owning property or subject to taxation therein, and all others having or claiming any right, title, or interest in property to be affected by the issuance of the City's Utility System Refunding Revenue Bonds, Series 2013B,in a principal amount not to exceed $5,000,000(the "Series 2013B Bonds"). In addition to the City, Intervener Joanne Conlon ("Conlon") appeared at trial and opposed validation of the Series 2013B Bonds. The State of Florida, represented by the Office of the State Attorney,Fourth Judicial Circuit(the"State")appeared at trial and deferred to Conlon as to her arguments and evidence offered in opposition to validation. 9B DEVELOPER AGREEMENT BETWEEN RP ORANGE BLOSSOM OWNER LLC AND ORANGE TREE UTILITY CO. 9 B REVEL PER AGREEMENT EMS' Ti-IIS AGREEMENT is mads and cntened into this day of 201 by and between RP ORANGE BLOSSOM OWNER,LLC,aF"aie"'kinked bgbilitY`° °;7`whose business address is 3953 Maple Ave,Suite 300,Dallas,TX 75219 (hereinafter referred to as "DEVELOPER"),and ORANGE TREE UTILITY CO.,a Florida corporation:whose business address is 4500 Executive Drive Suite 110,Naples,FL 34119,(hereinafter referred to as "SERVICE COMPANY"); WITNESSETH WHEREAS, DEVELOPER owns or controls land located in Collier County, in the State of Florida,which property is more particularly described in Exhibit"A",attached hereto and made a part hereof(the Property"), and DEVELOPER intends to develop the Property by erecting residential or commercial•imp ovements, or one of any combination of these thereon, as provided in the Development Plan attached hereto;and WHEREAS, DEVELOPER is desinms of having available to the Property SERVICE COMPANY'S central water rind sewer systems so that there may be provided to the Property and the improvements to be constructed thereon from time to time and to the occupants o f adequate water and sewer service from the central water and sewer systems of the SERVICE COMPANY;and; WHEREAS, the SERVICE COMPANY is willing to provide, in accordance with the previsions of this Agreement, central water and sewer facilities and to extend such facilities to the Property and thereafter operate such facilities so that the occupants of the improvements on the Property will receive an adequate water supply and sewage collection and disposal service from SERVICE COMPANY;and, WHEREAS, the parties hereto agree that this Developer Agreement is subject to the review and approval of the Collier County Water&Wastewater Authority, NOW THEREFORE, for and in consideration of the preamiseis, the mutual undetatalrings and agreemeont &rein contained and assumed, DEVELOPER and SERVICE COMPANY hereby covenant and agree as follows: SECTIQN 1. DEFINITIONS The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and shall apply unless the context indicates s a different meaning: 1.01 "E opernr"-all the lands legally described in Exhibit"A"; 5 9B L02"Development ent Plan"-the proposed imptoveancnts to be constmctexl on the Property and the anticipated time for the construction thereof as set forth in Exhibit"B"attached hereto and made a part hereof; 1.03"Phases"-refins to a part of the Property which is • or is to be developed as a unit; 1.04"Jot or Tract"-each separate subdivided building site as platted of record or as shown on the development plan attached as part of Exhibit"B"and made a part hereof; 1.05 "Setyice"-the readiness and ability on the part of SERVICE COMPANY'to furnish water and sewer service to each lot 1.06 "Paint pf Delivery" - the point where the pipes or meters of SERVICE COMPANY are connected with the pipes of the consumer. Unless otherwise indicatedpoint of delivery shall be at a point on the consumer's lot line; 1.07"Consumer latiau"-all facilities on the consumer's side of the point of delivery; LOS "Interested Parties" - the parties executing Exhibit "C" attached hereto and made a part hereof for the purpose of subordinating their interests in the Property to this Agreement. DEVELOPER warrants that the peens executing said Exhibit"C"are all persons having an interest in the Property, other than the DEVELOPER, whether as a mortgagee, secured lien holder,tenant or otherwise. 1.09 "Con ' icai jp-add-of-Construction" or "CIAC" -the sums of money designated as such and property represented by the value of a water distribution or sewage collection system constructed by DEVELOPER, which DEVELOPER agrees to contribute to SERVICE COMPANY as a contribution-in-aid-of-construction to induce SERVICE COMPANY to provide water and sewer services to the Property. 1.10"Master Plan"-Master Plan for SERVICE COMPANY%water and sewer systems prepared by SERVICE COMPANY or SERVICE COMPANY'S Engineers,as amended or modified from time to time. 1.11 "Equivalent Residential Connection" or "ERC" - the estimated average daily flow for a single-fanuly residential unit which for all purposes of this Agreement shall be computed at three hundred fifty(350)gallons per day(gpd)for water service and two hundred eighty(280)gallons per day(gpd)for sewer service. 1.12 "Utility Facilities*-unless otherwise described herein, shall mean the water distribution mains, hydrants, services, meters, and related appurtenances and egaipmcn wastewater collection mains, laterals, services, pumping stations, and related and appurtenances and equipment; and reclaimed water mains, services, meters, and related appurtenances and equipment 6 9B 1.13 "Correction Point"-means that point in SERVICE COMPANY'S existing utility system where the DEVELOPER will be allowed to connect its on-site or off-site facilities. 1.14 "Reel ' Water"-water produced by the proper treatment of wastewater effluent such that it may be used for irrigation or other specified non potable uses. 5cI9N 2. EASEMENTS 2.01 Grant of Easements. DEVELOPER hereby grants and gives to SERVICE COMPANY,its successors and assigns,subject to the terms of this Agreement,the exclusive right or privilege to construct, install,own,maintain,expand and operate the Utility Facilities in,under,upon,over and across the Property to serve the Property;and to provide service to the property of others in accordance with the Master Plan of SERVICE COMPANY, an exclusive right or privilege to construct, install, own, maintain, repair and operate said Utility Facilities in,under,upon,over and across the present and future streets,roads,terraces,alleys,casements,reserved utility strips and utility sites,and any public place or common area as provided for,dedicated to,or otherwise available fact public use, whether or not provided for in any plats, agreement; dedication or grants of record("Easement and Access Ways". Nothing contained herein shall be construed as granting en interest in any publicly owned property by DEVELOPER nor shall this grant in any manner be deemed as diminishing or restricting SERVICE COMPANY'S right to the use of any such publicly owned property. SERVICE COMPANY may demand that the DEVELOPER grant or obtain easements for installation of the Utility Facilities even when parallel public rights of way exist so long as supported by approved engineers plans. 2.42 Rights srf Ingress and Egress, The foregoing grants include the necessary right of ingress and egress over Easement and Access Ways to any part of the Property upon which SERVICE COMPANY is constructing,operating or maintaining such Utility Facilities;the foregoing grants shall be for such period of time as and to the fullest extent that SERVICE COMPANY or its successors or assigns require such rights,privileges or easements in the construction,ownership, maintenance,operation,repair or expansion of the Utility Facilities. 2.43 Private Property Installations, In the event Utility Facilities are to be installed in lands within or without the Property,in areas outside of streets and public ways,then DEVELOPER or the owner shall grant to SERVICE COMPANY, without cost to SERVICE COMPANY, the necessary easement or easements for such private property installation by express grant; provided,all such private property installations shall be made in such manner as not to interfere with the then primary use of such private property as represented by DEVELOPER herein. 2.04 Errors in Line I ocstiong. SERVICE COMPANY and DEVELOPER will use due diligence in ascertaining all easement locations; however, should SERVICE COMPANY or DEVELOPER install any of its facilities outside a dedicated casement area, SERVICE COMPANY will not be required to move or relocate any facilities lying outside a dedicated easement area, or private easement area conveyed by express grant, so long as the facilities do not interfere with the then or proposed use of the area in which the facilities have been installed, 7 9 B ensure that as-built lines were constructed within ; c) as-built, (with ems) on ""Auto-Citte disk,layered per Miry apse; }three(33 sets of allapproptiate manuals for operation of any pumping stations and other mechanical and electrical equipment installed by DEVELOPER.,as applicable;c)the results of bacteriological tests of the installed potable water lines approved by the appropriate regulatory agency; and,t)the written results of pressure tests of all Mills, seivices and laterals to be pressurized when in service, and a CD format tape showing sewer main TV inspections. After inspectio. n and atfeeptaren,SERVICE COMPANY agrees to accept and maintain each phase of onsite construction as it is completed by DEVELOPER.,except for consumer installations which are not the respon.sfidlity of SERVICE COMPANY, as hereinafter provided. DEVELOPER. shall indemnify and hold SERVICE COMPANY harmless from and in respect of any repairs or replacements required to be made to said water and sewer facilities conveyed by DEVELOPER to SE!'itVICE COMPANY which occur within one(1)year from the date of the conveyance of such water and sewer facilities from DEVELOPER to SERVICE COMPANY Simultaneously, with the conveyance of the water and sewer facilities described above from DEVELOPER to SERVICE COMPANY, the DEVELOPER shall deliver to SERVICE COMPANY an executed Contract Bond in the total amount of the actual cost of construction of said water and sewage facilities. The Contract Bond shall have as the surety thereon, such surety company as is authorized to write bonds of such character and amount in aoratdanee with the laws of the State of Flsarida_ The iia-fact., or other off cer who signs such Contract Bond for a surety company shall Me with such Bond a certified copy of his Power of Attorney authorizing him to do so, The Contract Bond may be written either with the DEVELOPER'S Contractor r as "principall' and the DEVELOPER and SERVICE COMPANY as "co-obligees" or, in the alternative, with the DEVELOPER as "principal" and the SERVICE COMPANY as "co-obligee". The Contract Bond shall remain in force for one (1)year following the date of final acceptance by SERVICE COMPANY of the work done pursuant to this Agreement to protect the SERVICE COMPANY against losses resulting from any and all defects in materials or improper performance of that work and with regard to the DEVELOPER'S indemnity of SERVICE COMPANY as provided above during that one(1)year period. Upon demand by the SERVICE COMPANY,the DEVELOPER shall correct or cause to be corrected all such defects which am discovered within said warranty period or periods as set forth above, failing which SERVICE COMPANY shall make such repairs and/or replacements of defective work and/or materials and the DEVELOPER and/or its surety shall be liable to SERVICE COMPANY for its costs arising therefrom. 4.03 Mr Installations. DEVELOPER shall be required to pay the applicable charge(as set by SERVICE COMPANY from time to bene) for water meters and meter installations of sufficient capacity for all single-family, residential, multi-family, mobile home, commercial installation or any other connection requiring a measuring device. 4.04 jn, ction of Wort, During the construction of the water distribution and sewage collection systems by DEVELOPER, DEVELOPER'S engineer shall inspect the proper installation of Utility Facilities by the contractor, and when construction is completed, shall supervise the standard tests for pressure, exfiltration, line and grade, and all other normal engineering tests to determine that the system has been installed in accordance with the plans and specifications,good engineering practices and SERVICE COMPANY'S written requirements for said testing. SERVICE COMPANY shall have the right, but is not obligated to review and 10 9B observe such installations and testing to detesmine compliance with the plans and specifications. SERVICE COMPANY hall not supetvist the contaractim cwt the qui of the installation,and shall not be deemed to have done so by its conduct of observing and reviewing the watallatiora. and testing DEVELOPER'S engineer shall coordinate at least one (I) prec tamruction meetiog with SERVICE COMPANY,and shall coordinate all testing dates with SERVICE COMPANY DEVELOPER agrees to pay to SERVICE COMPANY, or SERVICE COMPANY'S authorized agent,a reasonable sum to carver the zest lap sof installations made by DEVELOPER or DEVELOPER'S contractor, which charge shall be uniform and consistent with such chews made by SERVICE COMPANY to others. DEVELOPER shall place a deposit in the amount of$5,000 at the time the construction plans are submitted for review by SERVICE COMPANY. 4.03 Transfer of Title. Prior to the rendering of service by SERVICE COMPANY, LEVE PER shalt covey to SERVICE COMPANY, by itemized bill of sale, in form satisfactory to SERVICE COMPANY'S counsel, the Utility Facilities as constructed by DEVELOPER and approved by SERVICE COMPANY, free and clear of all liens or encumbrances es of any form. DEVELOPER shall execute any and all documents necessary to ensure that the Utility Facilities are free and clear of all said liens or encumbrances to the satisfaction of SERVICE.COMP&N I'S legal eounset,DEVELOPER shall anther cause to be conveyed to SERVICE COMPANY all easements and/or rights-of-way coveting areas in which water and sewer lines are installed, by recordable document in Bonn satisfactory to SERVICE COMPANY'S counsel DEVELOPER agrees to grant all real poverty utilized for wastewater pumping stations by warranty deed in a form acceptable to SERVICE COMPANY.Proof of title may be required or obtained by SERVICE COMPANY at DEVELOPER'S expense. The use of easements granted by DEVELOPER shall not preclude the use by other utilities of these easements,such as for cable television,telephone or gas utilities. SERVICE COMPANY agrees that the acceptance of the water distribution and sewage collection systems installed by DEVELOPER,or acceptance of the bill of sale,shall constitute the assumption or responsibility by SERVICE COMPANY for the continuous operation and maintenance of such systems from that date forward, subject, however, to the one (1) year indemnity of DEVELOPER and the surety provided for in Paragraph 4.02 above. Mortgagees, if any,having prior liens cm such property, or other interested parties, as applicable, shall be required to release such lima, subordinate their position or join in the grant or dedication of the easements or rights-of-way,or give to SERVICE COMPANY assurance by way of a"non-cut-off agreement",that in the event of a foreclosure, mortgagee would continue to recognize the easement rights of SERVICE COMPANY and the other rights of SERVICE COMPANY under this Agreement, as long as SERVICE COMPANY complies with die terms of this Agreement. All Utility Facilities,except consumer installations, shall be covered by easements or rights-of-way if not located within platted or dedicated roads orrights-of way with SERVICE COMPANY'S express written approval. The Developer or Contributor's or's cost records should be in sufficient detail so that the Service Company can determine the description of each item being ctributed,together with the cost related thereto paid for by the Developer or Contributor. Said cost shall include, but not be limited to, fees for permits and costs incurred in connection with inspection,; installation, analysis,testing,insurance,legal work or engineering. 11 9 B for that which may be specifically provided for in Exhibit "D" or if an over-payment,nor shall SERVICE CO2 P 1,NY pay any Mtn/est of rate of int upon.such sums. Neither r DEVELOPER nor any person or entity holding any of the Property by, through or under DEVELOPER,or otherwise,shall have any present or future right, tide,claim or interest in and to the contributions or to any of the water or sewer facilities and properties of SERVICE COMPANY, and all psolu liens applicable to DEVELOPER.with respect to no re fkmd of any such charges or contributions, no interest payment on said charges or contributions and otherwise, ate applicable to ail persons or entities, except for that which may be provided in Exhibit°)". Any user or consumer of water or sewer service mete ended to offset any bill or hills rendered by SERVICE COMPANY for such service or services against the contributions or aerie=. DEVELOPER PER shall not be entitled to offset the contributions or charges against any claims or claims of SERVICE COMPANY. UMIO°N DIBPOSITION t)Ie CAPAQX the water and sewer system atrocity allotment assigned to DEVELOPER herein cannot,and shall not, be assigned, transferred, leased, encumbered or disposed of in any =Mr by DEVELOPER,unless: (a) DEVELOPER has obtained the prior written consent of SERVICE COMPANY to such an assigmnent,sale or disposition,or (b) The assignment is in direct connection with a bona fide sale of the Property to which the system capacity reserve relates, and SERVICE COMPANY is notified in writing of such assignment and has consented to same. SERVICE COMPANY will not unreasonably withhold its consent to an assignment made in direct connection with a bans fide sale of the Property nor any other assignment made within six (6) years of the date of this Agreement, provided the Assignee shall: (i) If SERVICE COMPANY shall so require, enter into a new Development Agreement with SERVICE COMPANY whereby SERVICE COMPANY shall reserve for such Assignee the unused capacity reserved for the Assignor hereunder in accordance with the terms and conditions of SERVICE COMPANY'S Service Availability Policy and tariffs then in effect; or (ii) If a new Development Agreement nt is not entered into between such Assignee and SERVICE COMPANY,Assignee assumes all of the duties and obligations of the Assignor under this Agreement;and (iii) Pay all of SERVICE COMPANY'S legal and administrative costs incurred: in connection with such new Development Agreement or the Assignment,as applicable. 13 9 B (c)With respect to sales of lots to home builders,the alai;isR+ 1, and disposition of water and sewer system capacity shall be breathed in a main=similar to that set forth on Exhibit E. In no instance shall any sale or assignment of system capacity reserved be made by DEVELOPER for a consideration which 7s more than *at t mt actually geld by DEVELOPER to reserve the capacity. hi all instances the DEVELOPER and any Assignee shall 'de to SERVICE COMPANY, at SERVICE COMPANY'S request,copies of all documents is and such other information pertaining to or affecting such transfer as SERVICE COMPANY shall reasonably request. In the event that SERVICE COMPANY has existing capacity at its treatment plants to provideservice to all mesons including DEVELOPER who have contracted and paid for same in the order of their do:eloper aigeem.enr date of execution. SERVICE COMPANY shall not diminish or utilize the water and sewer capacity allotment assigned to DEVELOPER hereunder by providing water and sewer capacity to other developers or customers, without the prior consentwritten of the DEVELOPER, rimes such other develop= of custom= pew to SERVICE COMPANY or there are otherwise available to SERVICE COMPANY sufficient funds to pay the costs to SERVICE COMPANY of providing water and sewer treatment facilities to replace the water and sewer treatm re futilities so by suds other develop= or customers and SERVICE COMPANY has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date for the construction of such facilities shall meet the DEVELOPER'S requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto. Except as hereinafter extended by SERVICE COMPANY in writing, failure of DEVELOPER,or its permitted assigns as provided above,to fully utilize the water and sewage treatment capacity reserved by SERVICE COMPANY hereunder for DEVELOPER on or before the expiration of fifteen(1 S)years from the date of this Agreement shall result in the release by DEVELOPER of such water and sewage treatment capacity and all obligations of SERVICE COMPANY to DEVELOPER in respect thereof shall be thereby null and void and of no huller force or effect SERVICE COMPANY shall be under no obligation whatsoever to refund to DEVELOPER any portion of the water and sewer capacity charges or other charges paid by DEVELOPER to SERVICE COMPANY under this Agreement. SEC IQN 9. ASSURANCE OF TITLE TO PRROP; TY Simultaneously with the execution of this contract, at the expense of DEVELOPER, DEVELOPER shall deliver to SERVICE COMPANY an opinion of title from a qualified attorney-at-law,with respect to the Property,which opinion shall include a current report on the status of the title,setting out the name of the legal title holders,the outstanding mortgages,taxes, heats,tenancies or parties in possession and other covenants affecting the subject Property. The previsions of this paragraph are for the purpose of evidencing DEVELOPER'S legal right to grant the exclusive rights of service,easements,warranty deeds for pumping station property and Tien rights contained in this Agreement. 14 9B (e) if the DEVELOPER does not comply with the foregoing inspection provision , SERVICE COMPANY may refuse service to a connection that has not been inspected until DEVELOPER complies with these provisions; (f) the cost of constructing, lerictire oar uttfra116614 MISSISInCr ics shall be that of DEVELOPER or others than SERVICE COMPANY. sjecylow 11 BINDING AGREEMENT ON succEsfiogs This Atisteenut sbel be binding upon and shalt inure to the benefit of DEVELOPER, SERVICE COMPANY and their respective successors and assigns. CI1ON 16. NOTICE Until further written notice by either party to the other,all notices provided for herein shall be in writing and transmitted by hand delivery by messenger service,by certified mail, return receipt requested,or by telegram to its address stated above. SECTION 17. MATERIAL CHANGE Should the Property either: e: (a) be subject to a change of zoning;or (b) be sold to a new developer;or (c) be subjected to such other change which would require greater water or sewer treatment capacity,greater effluent disposal,greater fire flows,or additional Utility Facilities,or increased usage of the Utility Facilities as designed and approved pursuant to the engineering plans and specifications which are the subject of this Agreement,that DEVELOPER fibril enter into a new Agreement with SERVICE COMPANY, if service is available,providing for such additional water and sewer capacity requirements and for the construction of such additional Utility Facilities meeting all governmanal desists requirements then applicable and subject to the limitations of SERVICE COMPANY'S then existing water and sewer treatment, disposal and collection commitments and limitations and shall pay all additional capacity charges as shall be authorized then by the SERVICE COMPANY'S tariff or the Public Service Commission or its successors as of the date said new Agreement is executed. 514211QN.11...11=ILMAIMME SERVICE COMPANY shall not be liable or responsible to DEVELOPER.by reason of the failme or inability of SERVICE COMPANY to take any action it is required to take or to coatply with the requirements imposed hereby or for any injury to DEVELOPER or by those claiming by 17 9 8 or through DEVELOPER, which Wore, inability or injury is caused directly or indirectly by force majeure as lune inafter set fcen. The term"lone niajeswer s employeil Waist she&mean acts of god, strikes, lock-outs or other industrial disturbance; acts of public enemies, war, blockades,riots, acts of armed forces, militia, or public authority, epidemics; breakdown of or daraugu to machinery, pumps or pipe lines, lanadslides, eartholuakes, droughts, fires, storms, floods, or washouts; arrests, title disputes, or other litigation; governmental restraints of any nature*lusher federal,state,county,municipal or otherwise,civil ormilitary;evil mens, explosions, failure or inability to obtain necessary materials, supplies, labor or permits or governmenal approvals whether resulting from or pursuant to existing or future rules, regulations,ondeas,laws or proclamations whether federal,state,county,municipal or otherwise, civil or military; or by any other causes,whether or not of the same kind es numerated herein,. not within the sole control of SERVICE COMPANY and which by exercise of due diligence SERVICE COMPANY is unable to overcome. In the event of any claim of force majeure by Service Company, Service Company shall inform Developer of such claim within ten.days of Service Company becoming aware of the claim. ROXES.411...MILDLIMMAL SERVICE COMPANY shall have the rift to refuse to provide service end the tight to terminate service to any lot, building or other improvement within DEVELOPER'S Property,or in lieu thea+nof; SERVICE COMPANY may delay the provision of any such service to any lot, building or other improvement upon the Property ping compliance by DEVELOPER of its obligations as provided for in this Agreement,and the tight to terminate toss Agreement in the event DEVELOPER fails to comply with any of the terms and conditions of this Agreement in a timely manner. The exercise of the rights of SERVICE COMPANY as provided in this paragraph shall be subject however to the rules and regulations of SERVICE COMPANY and m gover ental agencies having jurisdiction or regulatory power over the services and facilities of SERVICE COMPANY. SKTION 21. NOTICE OF TRANSFER DEVELOPER agrees to provide proper written notice to SERVICE COMPANY of the actual date of the legal transfer of the Property or any portion thereof involving or otherwise affecting the provision of water or sewer services from DEVELOPER to any third party. DEVELOPER shall remain responsible for all costa and expenses, including utility bills,which arise as a result of DEVELOPER'S failure to so notify SERVICE COMPANY or any improper notification to SERVICE COMPANY in connection therewith. SECTION 21. SURVIVAL OF COVENANTS The rights, privileges, obligations and covenants of DEVELOPER and SERVICE COMPANY shall survive the completion of the work of DEVELOPER with respect to any phase and to the Property as a whole. SECIIQN 2 OF i S A �' TAALIAL ;ON PRI* ;. *J ut:t at * tr[=sey 11D e 18 9B AMENDMENT This Agreement supersedes all previous agreements or representatiove,either verbal or written,heretofore in effect between DEVELOPER and SERVICE COMPANY,made with respect to the matters heran contained,and when duly esteecuut€ed constitutes the entire Agreement between DEVELOPER and SERVICE COMPANY. No additions,alterations or variations of the teams of this Agreement shall be valid nor provisions of this Agreement be waived be either party,unless such additions,alterations, variations or waivers are expressed in writing and duly xigned. SECTION 23, LAWS OF FLORIDA TO GOVERN This Agreement shall be governed by the laws of the State of Florida and it shall be and { become effective immediately upon execution by both parties hereto,subject to any approvals whirl must he*mined ':y t tt -ttY. attexity,i sppticable. SECTION 24. 'TABLE 011CONI7NTS AM)nenetchi HEADINGS FOR CONVENIENPI ONLY The Table of Contents and section headings used in this agreement sin for convenience only and have no significance in the interpretation of the body of this Agreement,and the parties hereto agree that they shall be disregarded in construing the provisions of this Agreement. SEc'IQN 25. RECOVERY OF COSTS AND Fly$ In the event the SERVICE COMPANY or DEVELOPER is required to enforce this Agreement by carat proceedings or otherwise,then the prevailing party shall be entitled to recover from the other party all costs incurred,including reasonable attorneys'fees,whether incurred prior to,during or snubs.equent to such court proceedings on appeal. SECTION 26, AUTHORITY Execution hereof is duly authorized and approved and this Agreement is binding upon the parties hereto without further corporate acts. 19 98 The terms and conditions in this Agreenent are the product of mutual draftsmanship by both parties,each being represented by coumssl,and any ambiguities in this Agreement or any station prepared pursuant to it shill not be construed against any of the parties because of authorship.The parties acknowledge that all the Matas of this Agreement were negotiated at a ms's keg*sad tint each pasty,bets represented by cam,is seine to pima its,his,her, or their own interest DI WITNESS MEEK( 1P,DEVELOPER.WP and SERVICE COMPANY h executed or have caused tins Agnsanemr,with the named Exhibits attached,to be duly executed in several counterparts,each of which counterpart shall he considemed an original executed copy of this A .t. DEVELOPER S ': RP ORANGE B SOB(OWNER LLC _ w r1. r By: S Ron r Vice Ptesident • tot ',es Pres Noss 44 a- Nam% Vta r7 ketr c " Type or Print Name STATE OP ) COUNTY OP'pAn 4 se; ) The foregoing instrument was acknowledged before me this %' ' "day of iltrotto [ Deo ,by Ran J.Hoyi 1/eon behalf of alt Oruro Ova"..U.0 Hea✓She>a personally known V,,,,,,,_OR Produced identification . Type of Identification Produced: Signature of Notary: .71; � )A.K.am o re or•e ra .ctliolsy My C.o t PAY PUBLIC r` nem OPTEXAS MYi = rn:L 20 9B SERVICE COMPANY WITNESSES: ORANGE TREE UTILITY CO.,a Florida Corp,_ tion fre- Sign Name Rob . Sant,President ¢• t cVe. 510 04-g, Type or Print Name /.44 it Sinn arae Type or Print Name STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of501- , by Roberto Boit as President of Orange Tree Utility Co.,a Florida corporation,on behalf of the corporation,Ile/she is personally known . Type of Signature of Notary: e .t.t riti, If' MY 03100" FF 90$63 Perto4 *roved tam orNotvi My Commissioa Expires: Document Prepared By: Gerald T.Buhr Buhr&Associates,P.A. P.O.Box 1657 Lutz,Florida 33548.1657 21 9 B TXRISIT*A" GAL 'ASCRIPTION Pin Section 13,Township 48 South,Range 27 East, Collier County,Florida A tract or parcel of land lying in Section 13,Township 48 South,Range 717 East,Collier Cour*. .Florida,said tract or parcel being wore particularly ibM as follows: Beginning at the Northerly moat cozy of Tract "A-2' of the record plat of 'ORANGE BLOSSOM RANCH PHASE LA"as recorded in Plat Book 43,Pages ea- 61 of the Public Records of Collier County, Florida rim Southeasterly along the Easterly line of said Tract`A-2�'and along an arc of a curve to the f it of radius 1. +{o.0o feet(delta 11'36'44) (chord bearing S2a2*23' "E)(e a a 271.11 feet) for 271.58 feet to a •.`„ of a radial line;thence run S73°24'48"W for 90.00 feet to a point on a ra, curve and an intersection with the Westerly Yin•cd said Tract "A-2';thence run Northerly along an arc of a curve to the left of radius 1,250.00 feet(delta 034'44'481(chord bearing N18°n7'36"W)(chord Si.;2 feat) for 81.74 fest; thence run S69°4o'oo°W along a radial tine for 152.,3o feet to a point on a radial curve;thence run Southerly along en arc of a curve to the right of radius 1.097.50 feet (delta o6°20'oo") (chord bearing 817°lo'oo"E) (chord 121.25 feet)for 121.31 feat;thence run S76'0o'oo"W along a radial line for 45.00 feet to a point on a radial curve;thence run Northerly along an arc of a curve to the left of radius 1,o5=.5o feet(delta o8°24`oo") (chord bearing N '12'oo"w) (chord 134.1y feet)for 14.30 feet;thence rant S67°36'oo'W along a radial line for 142.51 feat to a point on a non-tangent curve;thence run Southwesterly along an arc of a curve to the right of radius 30.00 feet(delta 11O°28'971(chord bearing S34'16'g2"i4 (chord 4929 feet)for 5784 feet to a point of tengenct,,thence run S89°3o'46"W for 803.22 feet to a point of curvature;thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet(delta 9o'oo"tun")(chord bearing N454204" (chord 42.43 feet)for 47.is feet to a point of tangency; thence run Noo'291. 'W for 50.89 feet to a point of curvature; thence rim Northeasterly along an arc of a curve to the right of radius 30.00 feet (delta 90'oo'oo") (chord bearing N44°3046"E) (chord 4243 feet)for 47.12 feet to a point of tampion thence run N89'30°46"E for 296.03 feet to a point of curvature;thence run Easterly along an are of a curve to the left of radius 365.00 feet (delta 07°05'461(chord bearing N*�'53'E)(chord 45.18 feet)for 55.20 feet;thence run No7°3g'oo"W along a r line for 14240 feet to a point on a radial curve;thence run Westerly along au arc of a curve to the right of radius 222.50 feet(delta 07'0546")(chard bearing S85°S7'53"W)(chord 27.54 feet)for 27.56 feet to a point of tangency;thence ran S89°30'46'W for 33.10 feet;thence run No0929114"W for 43.00 feet;thence run N89'3o'46'E for 35.10 feet;thence run Noe eest4'"W for 142.50 feet;thence run Sit 3x'46"W for 296.02 feet to a point of curvatura;thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet (delta 90'00'00") (chord bring N45''29'3.41/1) (chord 42.43 feet)for 47.12 feet to a point of tangency; thence run N00°29°14"W for 109.91 feet to a point of curvature;thence run Northeasterly along an arc of a 22 9 B DESCRIPTIO(CONTDIIIED) curve to the right of radius 30.00 feet (delta 90650'28") (chord bearing N44°56100"E)(chord 42.74 feet)for 47.56 feet to a point of compound curvature; thence run Easterly al an arc of a curve to the right of radius 910.00 feet (delta 06$06'31")(chord . S86•35.30"E) (chord 96.97 feet)for 97.02 feet; thence run No6°27'456E along a radial line for 142.50 feet to a point on a radial curve;thence run Westerly along an arc of a curve to the left of radius 1,052.5o feet(delta o4°27'45") (chord bearing N85°46`o8"W)(chord 81.95 feet)for 81.97 feet; thence run Noe°oo'oo"E alonga radial line for 45.00 feet to a point on a radial curve; thence run Easterly an arc of a curve to the right of radius 14097,50 feet(Mel 05.00'52"1( rd,bearing 562g'34"E) (chord 96.02 feet) for 96.05 feet to a point of reverse curvature;thence run Northeasterly along an arc of a curve to the left of radius 25.00 feet (delta 87°°34'29") (chord bearing N53°438'E)(chord 34.60 feet)for 38.21 feet to a point oftangaucy;thence run No9°26'23"E for 102.58 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 25.00 feet(delta 92°13'201 (chord bearing N36°4o`17"W)(chord 36.03 feet)for 40.24 feet to a point of cusp;thence run Southeasterly along an arc of a curve to the right of radius 1,250.00 feet (delta 43°54'21")(chord bearing S6o°49'47`E)(chord 934.61 feet)for 957.87 feet; thence run N 6°og'o0"E along a non-radial line for 90.32 feet to a point on a non-radial curve;thence run Northwesterly along an arc of a curve to the left of radius .1a34o.o0 feet (delta 40°o"24") (chord bearing N58°3316"W) (chord 917.12 feet) for 936.04 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 88°oo`2x') (chord bearing N34°33'479W) (chord 34.73 feet) for 3840 feet to a point of tangency;thence run No9°26'23"E for 7400 feet to a paint of curvature; thence run Northerly along an arc of a curve to the left of radius 522o feet (delta 09°53'38 ) (chord bearing N04°28'34"E) (chord 90.42 feet)for 90.53 feet to a point of tangency; thence run Noo°29'14"W for 303.85 feet; thence run N89°30'46"E for 675.65 feet; thence run Noo°29'14"W for 187.50 feet; thence run N89°30'4+6"E for 18.93 feet to a point of curvature;thence run Easterly along an arc of a curve to the right of radius 322.50 feet(delta 12°41'14")(chord S84°08 37" (chord 71.27 feet) for 71.41 feet; thence run N12°12'0o"E along bearing radial line for 142.50 feet to a point on a radial curve;thence run Westerly along an arc of a curve to the left of radius 465:00 feet(delta 12°41'14")(chord bearing N84608'37=W) (chord 102.76 feet)for 102.97 feet to a point of tangency;thence run S89°30`46"W for 522.08 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet (delta 90'°00'001 (chord bearing N45°29'14''W) (chord 42.43 feet)for 47.12 feet to a point of tangency;thence run Noo°2914"W for 92.8.5'feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 30.00 feet (delta 90°02"21'')(chord bearing N44°31'56"E)(chord 4244 feet)for 47.14 feet to a point of tangency; thence run N89°3307%"E for 1,003.50 feet to a point of curvature;thence run Southeasterly along an arc of a curve to the right of radius 30.00 feet(delta 89°56'45") (chord bearing 845°281111) (chord 42.41 feet) for 4740 feet to a point of tangency; thence run Soo°3o'o8`E for 294.29 feet to a 23 9 B DESCRIPTION(CONITNlTED) point of curvature;thence run Southerly along an arc of a curve to the right of radius 131.0o feet(delta 37"10'181 (chord bearing S18°o5'oa"W)(chord 86.06 feet)for 87.58 feet to a point of compound curvature thence run Southwesterly along an arc of a carve to the right of radius 30.00 feet(delta 26°30361(chord bearing S49°55'12"W) (chord 13.75 feet)for 13.88 feet;thence run S47°32'00"E along a non-radial line for 144.97 feet to a point on a radial curve; thence run Northeasterly along an arc of a curve to the left of radius 277.50 feet (delta 11°28'00")(chord bearing N36°44'00"E)(chord 55.44 feet)for 55.54 feet thence run S59°oo'oo"E along a radial line for 45.00 feet to a point on a radial curve; thence run Southwesterly along au arc of a curve to the right of radius 322.5o feet (delta 15°49'27")(chord bearing S38°54'430(chord 88.79 feet)for 89.07 feet; thence run$43° o'33"E along a radial line for 142.50 feet to a point on a radial curve; thence run Nartheastedy ting an arc of a curve to the left of radius 465.00 feet(delta 47"11851 (chord bring N23°09'39"E) (chord 373.26 feet) for 384.09 feet to a point of tangency;thence run Noo°3o'o8"W for x,029.35 feet to a point of curvature;thence run Northeasterly along an arc of a curve to the right of radius 25.00 feet(delta go°o5'15")(chord bearing N44°31'291E)(chord 35.37 feet) for 39.29 feet to a point of tangency; thence run N89°3507% for 65.0o feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 25.00 feet (delta 89°56'451 (chord bearing S45°28'31."E)(chord 35.34 feet)for 39i25 feet to a point of tangency;thence run Soo°3o'o8"E for 786.24 feet; thence run N89°29'5211 for 33o.00 feet; thence run N00°3o'08°W for 495.45 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 30.00 feet (delta 90°0S151 (chord bearing N44°31'29"8) (chord 42.45 feet) for 47.E feet to a point of tangency;thence run NB9°33'07"E for 55.00 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 30.00 feet (delta 89°56'45')(chord bearing S45°28'31"E)(chord 42.41 feet)for 4710 feet to a point of tangency; thence run Soo°3o'o8"E for 1,147.29 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radium 30.00 feet(delta 44°42'21°')(chord bearing Sex°51'o21V) (chord 22.82 feet)for 2341 feet;thence run 645°4147"E along a radial line for 19.83 feet;thence run Soo°30'08"E for 137.14 feet;thence run N89°29'52%for 207.09 feet;thence run Soo°304o8"E for 45.00 feet;thence run S89°29'52"W`for 215.29 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 25.0o feet(delta 90 oo`oa")(chord bearing S44°29152'`+11)(chord 35.36 feet)for 39.27 feet to a point of tangency; thence run Scee30'o8"E for 18.38 feet to'a point of curvature; thence run Southerly along an arc of a curve to the right of radius 112.50 feet (delta 24615'081 (chord bearing Sxx°3 r26"W) (chord 47.26 feet) for 47.62 feet thence run $1°s1`oo"E along a non-tangent line for 172.75 feet to a point on a non-tangent curve and an intersection with the Northerly line of said record plat of `ORANGE BLOSSOM RANCH PHASE LA-; thence run along the Northerly line of said record plat the following three (3) courses: Southwesterly along an arc of a curve to the right of radius 227.50 feet (delta 6012'44")(chord bearing S59"15'06"W)(chord 229.37 feet)for 240.40 feet to a 24 9B DESCRIPTION(CONTINUED) point of tangency; S89°31'28" W for 195.0o feet to a point of curvature and Northwesterly along an arc of a curve to the right of radius 227.50 feet (delta 61°58'021(chord bearing N59°29'32"W)(chord 234.23 feet)for 246.05 feet to a point on a non-tangent curve;thence run Southwesterly along an arc of a curve to the left of radius 335.00 feet (delta 03°06'47") (chord bearing S55°65456"W) (chord 18.2o feet)for 18.20 feet to a point of tangency;thence run S544'2212147 for 184.36 feet to a point on a non-tangent curve and an intersection with said Northerly line of said record plat; thence run along said Northerly line of said record plat the following two(2)courses:Southwesterly along an arc of a curve to the right of radius 617.50 feet (delta i4°46'18") (chord bearing S46°08'43"W) (chord 158.76 feet)for 159,20 feet to a point of tangency and S53°31'5'W for 323.67 feet;thence rum N35°37'28"W for 27.5o feet;thence run S54•2a'321W for 178.06 feet to a point on a non-tangent curve;thence run Southeasterly along an arc of a curve to the right of radius 1,340.00 feet(delta o1°174518")(chord bearing S28•5o'55"E)(chord 30.39 feet)for 30.39 feet to the POINT OF BEGINNING. Containing 71.26 acres.more or less. Bearings hereinabove mentioned are State Plane for the Florida East Zone(1983,NSRS 2007) and are based on the Northwesterly line of the Tract 1L-3' of the record plat 'ORANGE BLOSSOM RANCH PHASE IA*.as recorded in Plat Book 45,Page 58,of the Public Records of Collier County,Florida,to bear S54a22'32"W. 25 9 B EMT"8" T LVELOPMENT FLAN FOR P tOPER ( (See attached pages] 27 9B ,.,,,,,,..,_,,,,, ._ ...._, - .......r._ 'tilr",40"...,•=4,"", . Ff as.ff J.- PHASE ! E. CR+�+"+" A. PHASE rya �.yr "'...�. ASE ...b...., �,� P){ B://' ''' ,0.1..,:*"°.*= '‘ 28 9B r • ewes auossom 4.11 g4,Y10104i1. W:Ya 1111 ttL*W 29 9B EXHIBIT"C-1" SUBORDINATION OF INTEREST IN PROPERTY BY INTERESTED PARTIES ONE FOR EACH SUCH PARTY 30 EXHIBIT "C-2" SUBORDINATION OF INTEREST IN PROPERTY BY INTERESTED PARTIES ONE FOR EACH SUCH PARTY .31 EXHIBIT'D" CONTRD3UTIONS-IN-AID-OF-CONSTRUCTION("CIAC"),AND OTHER CHARGES 32 EXHIBIT"E" ASSIGNMENT OF CAPACITY TO LOT OWNERS PROCESS 33 9 B jkiTEFtESTED?moms ONE FOR EACH SUCH PARTY The undersigned dersigned as an inducement for SERVICE COMPANY to enter into this Developer Agreement with DEVELOPER, does hereby join in the execution of this Developer Agreement for the purpose of subordinating each and every intaest of the undersigned here in and to that real property more particularly described in Exhibit"A"attached hereto and made a part hereof to the rights of SERVICE COMPANY as provided for herein. WITNESSES: By: S ar Type orNaPrint Lanae ramp oramplor As: Sign Name rypD WSW*Ted. Type or Print Name STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , by as of He/she is personally known OR Produced Identification . Type of Identification Produced: Signature of Notary: Pricgst or aftsvgasi*Mt*Moon My GaenmIaeaa 30 9B VOMIT"G=" it ON I - - :TINP" _`P ,� B INTERESTED PARTIES ONE FOIA,E4CR SUC$PARTY The undersi•#,ed as an inducement for SERVICE COMPANY to enter into this Developer Agreement with DEVELOPER, , does hereby join in the execution of this Developer Agreement for the purpose of subordinating each and every interest of the undersigned here in and to that real property more particularly described in Exhibit "A"attached hereto and made a part hereof to the rights of SERVICE COMPANY as provided for herein. WITNESSES: Name of company By: Sign Name Type or Print Name As: Si. Name Tr*or plot tet Type or Print Name STATE OF } COUNTY OF ) The foregoing instrument was acknowledged before me this day of ,by as of He/she is personally known OR Produced Identification . Type of Identification Produced: Signature of Notary: pritt44 or.taagioa away of Naar/ My Communion Expircr 31 9 R w'0" CONT .UTIONS 1N- -OF-CONSTRU+ ON PCJACIA 0 3'%` In order to further induce the SERVICE COMPANY to provide and maintain adequate and sufficient central water and sewer facilities,DEVELOPER hereby agrees to abide by the provisions of this Exhibit"D"and to pay to the SERVICE COMPANY,in accordance with the terms and conditions set forth below,the sums of money set forth herein as Contributions-in- Aid-Of-Construction("CIAC"),together with such other charges as are hereafter provided for. These charges are necessarily the total charges for the project The SERVICE COMPANY will charge any rates,fees and charges authorized in its tarifa,or authorized by Collier County. 1. Water and Sewer Capacity Charges: DEVELOPER agrees to pay SERVICE COMPANY water and sewer system capacity charges to induce SERVICE COMPANY to provide water and sewer treatment plant capacity to DEVELOPER in the amount approved by Collier County,per Equivalent Residential Connection Mtg. Based upon the foregoing,the DEVELOPER'S total system capacity charges,as aftnedeseribeti,is calculated based upon ravollundind.200,equivalent residential connections (ERG'S)being required by DEVELOPER,which ares: A: Plant Capacity Charge-Sewer$964.00 per EEC for a total of $192,800.00. B: Plant Capacity Charge-Water$1,128.00 per ERC for total of $225,600.00. 2. Compliance with SERVICE COMPANY'S Service Availability Palley and Tariff DEVELOPER recognizes and agrees to abide by all of the provisions of SERVICE COMPANY'S Service Availability Policy and/or Tariffs as filed with and/or approved by Collier County,and other applicable governmental authorities having jurisdiction thereof; 3. Reimbursement of Costs:Upon the execution bene of this Agreement,DEVELOPER shalt pay to SERVICE COMPANY a deposit in the amount of$5,000.00 for SERVICE COMPANY'S reasonable legal and administrative costs in negotiating,preparing and executing this developer agreement,engineering and inap+ection fees.The actual costs may be more or less depending on the circumstances.Any excess deposit shall be refunded,and DEVELOPER shall be subject to paying any costs in excess of the deposit. 1. Tap ►charges. Various tap-in fees may be charged based on the nature of the individual service lines and size requirements. 2. Meter installation fees;.. Various meter installation fees will be charged based on the nature of the individual service lines and size requiremes. Initials 32 9 B July 25,2016 I,w- Pte° PerfactimilItavalaptrastt Kitty P.Wim,Ofl ae lkolanager Orange Tim Utility Co.Inc. 4500 Executive Drive,Suite 110 Naples,FL 34119 RE; TwinEagles Developments AC3R4 LIX Assignment of Prepaid Wats:and Waste Availability Fees Please neeept this leer as written n authorization to deduct the fallowing for 00036h1101311 of■Single Family Unit within"1'wwlnl3agles from TettuEngles Developments AGR,!IC's amount: TO BEASSONED TOMC Hades LLC SITBDIVISTON . . Lackford ., fLOT 13 BLOCK 107 ADDRESS 12449 Lock.ibrd Lane, Nmie s,FI. 34120 AUTHORIZATION 1014 NUMB 2016-056 ME`T'ER SIZE yir� NUMBER OF UNITS 1 ERC TYPR Water LRC s UANTn Y 1.04 FRC VALUE $964.00(1 ERC $964.001) TO BE ASSIGNED TO Ante munides,LLC SUBDIVISION Lockford LOT 13 BLOCK 107 ADDRESS 12749 I.ccktord lata,Naples,FL 34120 AUTHORIZATION NIJ ER 2016-056 ERC TYPE Wax:cwatcr Lace A.NITIY 1-00 ERC VAT.UC _ S11,1_28.00(1 ERC#$1 128.00 W444 141 alks TwltEaglcs Developments AGR,LLC Authorized Representative 34 9B ORANGE TREE UTILITY CO INC EMAIL ONLY August 4,2016 Anthony Soiamcn Executive V P The Ronto Grote 3066 Trumann Trail N Sue!201 Nap1N.fl 34103 Si, Orange Tree Utility Co Inc(OTUCI operation protocols for Developer pre-paid capacity. Dear Anthony, the following Is en author,es to how Orange Tree UtilIty 000rdtnetes with Developers who hove pr►-paid capacity €.€ Developer will purchase a bulk number of Equivalent Residential Connections(ERC)from OTUC Developer has the ability to sed lot(s)toe third party,referred to as*builder', to construct a dwelting Developer is required to furnish OTUC a letter confirming when a builder has paid for the capacity fee The Developer letter is to reference the following minimum requkementst Project,Phase,Lot.Block, PhysselAddress(inckudMg City,State,lip),the number of ERC(t)paid for,date paid.and builder's name who paid In the event OTUC capacity fees change;the builder is required to pay the difference between the pre- paid Developer capacity fee and the current rates luted on our tariff approved try the Regulatory Authority OTUC is not able to accept requests for service from a builder without a signed letter horn the Developer confirming capacity fees have been paid OTUC will perodicaay request an eccounttng front Developer evidencing the committed capacity against the available capacity remaining for a project. °TUC will afford Developer trine to provide this request. We lure enclosed a copy of an existing letter that Is used for this purpose If you have any questions regarding the above referenced,please do not hesitate to contact our office. Sink Ieyr�el�y kim yP o�im • beefy P. inion, Office Manager 4SOO Executive Dive Suite 110 Naples Florida 34115 Phone 239 595 4033 /mini Met einton.oran$etteessseciaus.com 35 9B Supplemental Report of County Staff and Special Counsel Addressing New Information Provided by Orange Tree Utility and Orangetree Associates on January 19 and January 20,2017 Introduction County Staff and special counsel have been informed that Orange Tree Utility and Orangetree Associates,while in possession of the Hole Montes update report at the time they signed the Integration Agreement, do not accept the update, specifically as included in Appendix J of the Integration Agreement. Orange Tree Utility and Orangetree Associates further filed last week a copy of a September 2016 developer agreement between Orange Tree Utility and RP Orange Blossom Owner, LLC, and requested that the County accept assignment of this new agreement and amend Appendix G to the Integration Agreement to reflect such assignment. The update and the facts presented in this supplemental report confirm that Orangetree Associates should not receive any free connections after the closing of this transaction. Providing Orangetree Associates free connections would conflict with the transfer"at no cost" dictates of the applicable ordinances and agreements, would cause the Collier County Water-Sewer Department("CCWSD")to pay for the facilities necessary to serve Orangetree Associates, and ultimately, after CCWSD builds and pays for such facilities,would harm the customers by forcing them to pay higher rates to subsidize the development activities of Orangetree Associates. It also is unclear whether the County should agree to accept assignment of the Orange Blossom developer agreement as only an incomplete copy was provided and material terms are missing. Florida Law requires consideration of 9 factors before acquiring a water and wastewater utility • The 9 factors are addressed in the staff report attached to Staffs recommendation in support of signing the integration agreement(on condition that no free connections be provided to Orangetree Associates after transfer of Orange Tree System to County) • These factors include an analysis of the system and the utility owner's investment in the system to be acquired as well as an analysis of the benefits and disadvantages of the proposed integration by the County • County staff has conducted due diligence activities and will continue to do so through closing date (continued due diligence allowed by terms of integration agreement) The integration agreement and transfer documents provide the means for transferring the Orange Tree Utility System to the Collier County Water-Sewer District All ordinances and agreements between the County and Orange Tree Utility and its developer affiliate, Orangetree Associates require the transfer of the Orange Tree System to the County at no cost In return for this agreement to transfer the Orange Tree System to the County at no cost,Orange Tree Utility and Orangetree Associates,for the past 30 years, have requested and have received from the County: • the right to develop property, • the right to temporarily provide water and wastewater service to the property, • higher density rights on the property, • re-zoning of the property,and 9 B • the County's commitment to delay assuming ownership of the water and wastewater systems for more than 25 years Agreements and Ordinances obligating and re-affirming Orange Tree Utility and Orangetree Associates'obligation to transfer water and wastewater systems to the County at no cost include the following: • 1987 Settlement and Zoning Agreement: o Developer litigation settled with developer receiving right to develop property; property re-zoning o Section 9.02(D)(4), Developer to dedicate interim water and wastewater systems to County upon County request • Ordinance 87-13: approved and codified Settlement and Zoning Agreement • 1991 Agreement: o Whereas clause: "Whereas Settlement and Zoning Agreement requires, and the Developer acknowledges and ratifies,that the Developer shall freely and voluntarily convey at no cost to the County all water and sewer treatment plants and distribution/collection and transmission system components in existence at such time in the future that the County formally indicates its desire to serve the Project with water and sewer related utility facilities." o Section 22. Agreement intended to carry out terms of settlement and zoning agreement and Ordinance 87-13, includes obligation to dedicate water and sewer systems to County upon County request o Whereas clause: OTU requested agreement from County to wait until 2001 before assuming ownership of Orange Tree System; County agrees(section 14) • Ordinance 91-43: o Section Thirty Two,amending section IX, E.Water and Sewer, subsection (3), "Any utility entity established to serve or serving the project shall also be bound by these General Development Obligations concerning the provision of water and sewer related utilities to the project." o Section Thirty Two,amending section IX, E.Water and Sewer,subsection (4), "It is understood by Developer that Collier County may, at some future time,desire to serve the project water and sewer services.To that end, Developer freely and voluntarily agrees to convey at no cost all water and sewer treatment plants and distribution/collection and transmission system components to Collier County." • 1996 First Amendment to 1991 Agreement: o Orangetree Associates requested County wait 15 years, until 2011, before assuming ownership of Orange Tree System o Re-affirmed 1991 agreement including"at no cost"transfer obligation • 1998 Second Amendment to 1991 Agreement: o Orange Tree Utility requested and received authorization to serve additional development,TwinEagles o Orange Tree Utility requested and received easements from County 9 8 o Orange Tree requested and received County agreement to wait until "at least 2012" before assuming ownership of Orange Tree System o Re-affirmed 1991 agreement including"at no cost"transfer obligation • Ordinance 12-09 o Orange Tree and Orangetree Associates requested and received re-zoning authorization o Orange Tree and Orangetree Associates requested and received County agreement to wait until December 31, 2012 before assuming ownership of Orange Tree System o Section 11.02(E)(5): "Developer freely and voluntarily agrees to convey at at no cost" all water and sewer treatment plants and distribution/collection and transmission system components to Collier County." Orange Tree sued the County in 2007 requesting that the court relieve it of obligations it"freely and voluntarily"agreed to under the ordinances and agreements • Orange Tree claimed agreements entered under duress and the obligation to transfer systems at no cost to County constituted unconstitutional taking of Orange Tree's property • Court granted County summary judgment o Court rejected all Orange Tree arguments o Court recognized Orange Tree received benefits of development, higher densities, re-zoning, etc. in return for commitment to transfer water and wastewater systems to County at no cost o Court decision appealed by Orange Tree; Orange Tree lost appeal o Court ordered Orange Tree to pay County's litigation and appeal costs o Orange Tree did not pay County its costs until the currently pending litigation was filed by County 9 years later 2014-2017:Orange Tree refused to transfer water and wastewater systems unless County gives developer Orangetree Associates free connections to water and wastewater systems after transfer,in effect,imposing a cost upon the County,customers of the Collier County Water-Sewer Department and Orange Tree Utility • County sued Orange Tree Utility and developer Orangetree Associates to enforce obligation to transfer water and wastewater systems to County at no cost as Orange Tree Utility and Orangetree Associates"freely and voluntarily"agreed to do pursuant to the terms of the agreements and ordinances • County also sued Orange Tree Utility for payment of litigation costs awarded to the County by the Court in the 2007 litigation as Orange Tree Utility previously had refused to pay it; Orange Tree paid County more than $300,000, including interest • Current lawsuit pending and on April trial calendar of Collier County Circuit Court o County suing to enforce "no cost" transfer of water and wastewater systems o County pursuing any costs which will be required to be invested by County to bring water and wastewater systems into 100%compliance with permits, rules and laws o County pursuing recovery of connection charges paid which should have been invested in water and wastewater systems; including nearly$400,000 collected by Orange Tree Utility in 2016 98 o County pursuing recovery of attorneys fees and costs of litigation There is no obligation for County to give Orangetree Associates free connections after transfer of the Orange Tree System to the County No agreement or ordinance obligates the County to give Orangetree Associates free connections after transfer to the County When Orangetree Associates and Orange Tree Utility repeatedly asked for higher densities, re-zoning of property and delays in County election to take over water and wastewater systems for the past 20 years,they did not suggest that they also wanted free connections at time of transfer Any free connections for Orangetree Associates come at the expense of existing Orange Tree Utility and Collier County Water-Sewer Department customers who would then be forced to subsidize the development activities of Orangetree Associates and pay higher rates than otherwise would be required Orangetree Associates and Orange Tree Utility,should they be permitted to keep cash contributions previously paid by developers and recently paid by Orange Blossom and Publix(funds which should be invested in the water and wastewater systems),already is receiving a benefit not available under the terms of the ordinances and agreements • All ordinances and agreements provide that the water and wastewater systems are to be transferred to the County at no cost • Giving Orangetree Associates free connections after transfer would impose a cost on the County and existing customers of Orange Tree and Collier County Water-Sewer Department; lost connection charges result in the County having to find funds to invest in the Orange Tree System and customers must pay for those funds (instead of Orangetree Associates providing such funds) • Orange Tree Utility treated its developer affiliate Orangetree Associates differently than all other developers and customers • All other developers had to enter developer agreements with Orange Tree Utility • All other developers had to build facilities and contribute them to Orange Tree Utility • All other developers had to pre-pay connection charges to Orange Tree Utility • Some developers had to pay"refundable advances"to Orange Tree Utility to fund new facilities; Orange Tree Utility took advance funds from developers and did not build some of the identified facilities Orange Tree Utility was obligated to build • - All customers pay connection charges to receive service from Orange Tree Utility; no proof has been provided that Orangetree Associates ever made contributions of cash or facilities to Orange Tree Utility, upon connection or otherwise • Orange Tree Utility Actions In Effect Have Caused Developers and Customers to Subsidize Orangetree Associates development activities • In Duval Utility Co.v. Florida Public Service Commission, 380 So. 2d 1028 (Fla 1980), the Florida Supreme Court addressed Public Service Commission orders which "condition the right of two utilities to receive service availability charges(commonly known as "connection charges," or contributions in aid of construction)from their customers. Under the commission's orders, the utilities must agree to hold all such charges from company customers solely for the use and benefit of those customers, not only during 9 8 the course of future rate proceedings but also upon the sale or other disposition of the utilities' properties.The main purpose of the commission's condition for service availability charges is to assure that customers do not have to pay for the system twice upon its sale or condemnation, once through their contributions and a second time through their rates to support the transferee's investment when a sale or condemnation includes contributions."This is the situation confronting the customers of Orange Tree Utility now.The Court remanded the case back to the commission for further evidence from the commission to support its orders. • Orange Tree Utility collected more contributions in aid of construction,$11.5 million,from developers(other than Orangetree Associates) and customers than Orange Tree Utility has invested in the water and wastewater systems,$10 million,as of 2015 • Orange Tree Utility and Orangetree Associates have never accounted for the additional$1.5 million • During the period in which Orange Tree Utility and Orangetree Associates have unjustifiably refused to transfer the water and wastewater systems to the County,thus violating County ordinances and breaching the outstanding agreements, Orange Tree Utility collected $400,000 in 2014 and nearly$100,000 in 2015 in contributions from developers and customers • Orange Tree Utility collected $418,400 from another developer, Orange Blossom,as recently as September, 2016 • Orange Tree Utility collected $69,000 from Publix Supermarkets in 2016 • Orange Tree Utility possesses nearly$2 million of cash contributions which are collected by utilities not to enrich the utility owner but to benefit the utility's customers by keeping rates lower • If a utility collects$12 million in contributions in aid of construction from developers and customers, $12 million should be invested in the utility facilities serving them • To incentivize Orange Tree Utility and Orangetree Associates to complete the transfer of the Orange Tree System to the County without further litigation costs, the integration agreement would permit Orange Tree Utility and Orangetree Associates to keep the$1.5 million of unaccounted for cash contributions collected prior to 2016 together with the nearly$500,000 Orange Tree Utility collected from the Orange Blossom developer and Publix Supermarkets in 2016 for a total of$2 million ■ If litigation is required,the County will demonstrate that these funds should have been invested in the water and wastewater systems or should be provided to County at transfer to pay for system improvements and expansion The Smoking Gun Confirming No Free Connections are Required or Warranted Orange Tree Utility,on January 19, 2017, provided the County with an incomplete copy of a developer agreement which Orange Tree Utility signed on September 7, 2016 with RP Orange Blossom Owner LLC. Orange Tree Utility asks the County to include this developer agreement in the list of agreements to be assigned to the County at closing.The incomplete document is attached to this supplemental report. 9 Many pages of the agreement are missing including the page or pages which would identify the scope and details of the County's obligations to serve the developer if the County accepts assignment of the agreement. The agreement indicates that Orange Tree Utility has required the developer, Orange Blossom,to pay Utility$418,400 in pre-paid connection charges. Orange Tree Utility has indicated that it refuses to turn the $418,400 over to the County at closing despite the fact that Orange Tree Utility already has collected $1.5 million more in cash and assets from developers and customers than Orange Tree Utility has invested in the water and wastewater systems;this over-collection,when combined with the Publix Supermarkets pre-paid cash contribution of approximately$70,000 raises the amount of the over- collection to approximately$2 million (which should have been invested or should be held for investment in the water and wastewater systems). Unlike every prior developer agreement signed by Orange Tree Utility with third party developers,this developer agreement acknowledges that Orange Tree Utility may not have capacity to serve the developer's entire needs.The language from this developer agreement,found in no other developer agreement provided to the County to date, is as follows(Service Company is term used for Orange Tree Utility): Development Agreement with RP Orange Blossom signed by Orange Tree Utility on September 7,2016 "In the event that Service Company has existing capacity at its treatment plant to provide service to all persons including Developer who have contracted and paid for same in the order of their developer agreement date of execution.Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." No developer agreement signed by Orange Tree Utility prior to the September 7, 2016 Orange Blossom agreement ever included the "In the event..." language which advises a developer that capacity may not be available to serve their entire needs and capacity that is available at any time in the future would be allocated to developers"in the order of their developer agreement date of execution." Below are a few examples from other developer agreements signed by Orange Tree Utility. Note there is no "In the event..." language but the rest of the paragraph is the same as the paragraph quoted above from the September, 2016 Orange Blossom developer agreement: Development Agreement with Naples Orangetree, Ltd signed by Orange Tree Utility on June 29, 1994 9 8 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Waterways Joint Venture signed by Orange Tree Utility on August 4, 1996 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Waterways Joint Venture II signed by Orange Tree Utility on March 3, 1999 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Beazer Homes,Inc. signed by Orange Tree Utility on April 3,2002 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received 9 8 approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Pulte Home Corporation signed by Orange Tree Utility on April 19,2006 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs) for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with The Estates at Twin Eagles, Ltd.signed by Orange Tree Utility on November 27,2006 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." From these facts it is obvious that contrary to the representations by Orange Tree Utility and Orangetree Associates that the Orange Tree System has significant excess capacity,the acknowledgment of capacity limitations reflected in the "In the event..." sentence confirms that the developer, Orange Blossom, should receive capacity allocation priority over any development by Orangetree Associates. In fact, since Orangetree Associates has never entered a developer agreement with Orange Tree Utility, pursuant to the dictates of this sentence, all other developers who previously have signed a developer agreement with Orange Tree Utility(including other developer clients of counsel for Orange Tree Utility and Orangetree Assocaiates, Bruce Anderson), are to be accorded capacity allocation priority over Orangetree Associates. Comments regarding January 4,2017 letter report of Orange Tree Utility engineering expert,Gerald Hartman Also attached to this supplemental report is a copy ofJanuary 4, 2017 correspondence from the County's special counsel providing an analysis and comments regarding a letter report from Orange Tree 9 8 Utility's chosen engineering expert,Gerald Hartman.Orange Tree Utility and Orangetree Associates have requested that Mr. Hartman's letter report be submitted to the Board for its consideration regarding the free connections issue. The attached comments speak for themselves, however, it must be noted that while Mr. Hartman clearly is aware of the contents of the September, 2016 Orange Blossom developer agreement discussed earlier in this report, he makes no mention of Orange Tree's acknowledgment of a capacity limitation. Mr. Hartman fails to reconcile his claims of excess system capacity with the fact that Orange Tree Utility for the first time has informed developers that to the extent capacity is unavailable to serve the number of connections for which they have pre-paid connection charges, such capacity as is available will be provided in the order in which the developers signed a developer agreement and pre-paid for them. Mr. Hartman's letter report lacks candor and credibility and should be dismissed from consideration by the Board. Benefits and Disadvantages of Terms of Integration Agreement • Service to existing Orange Tree Utility customers will improve • Systems will be brought into compliance • Any contributions collected, cash or property, will be invested in the water and wastewater systems • Developers will all be treated equally by the County • Current customer issues with Orange Tree Utility customer service will be eliminated • Customers will know that the rates and connection charges they are paying are being used to provide service and only to provide service • Customers can be confident that the service they are receiving comply with all permits, rules and laws • County will improve wastewater treatment process to reclaimed water standards and allow beneficial reuse of the treated wastewater • Valencia Homeowners Association will receive reclaimed water which meets applicable standards • System interconnects with County system are made possible providing fire flow, reliability of supply and the most economical service possible • The County will take another step forward in ensuring all County residents receive high quality water and wastewater services at reasonable rates • As the County provides advanced wastewater treatment and beneficial reuse of treated wastewater throughout its system,and will improve the Orange Tree System to accommodate reuse as well,current Orange Tree Utility customers will see a slight decrease in water bills but a significant increase in wastewater bills after the transfer; a net increase of approximately 31%in a monthly bill 35. From his testimony as described above,the Coup finds that Mr. Hartman did not make an adequate determination,as required by the first prong of the Dual Rational Nexus Test, that there was a rational nexus between projected new customers for the water utility and the need for additional capital facilities for the utility. The Court further finds that in setting the Impact Fees at $1,500 per ERU, Mr. Hartman did not determine that there is a rational nexus between the fee each new customer pays and the benefit the customer obtains from hooking up to the utility as required by the second prong of the Dual Rational Nexus Test. 16 9B 36. The Court also had an opportunity to assess Mr.Hartman's credibility and candor during his testimony on both direct and cross-examination and in that regard, makes the following findings: (a) Mr. Hartman appeared forthright during questioning by counsel for the City, but on cross-examination,he repeatedly failed to forthrightly answer questions put to him by counsel for Conlon concerning his opinions and the work he performed in this matter. [E.g., Trans. at 222:24-223:19, 245:20-246:5] Eventually, the Court was required to admonish Mr. Hartman to answer the questions posed absent proper objection. [Trans. 277:2-278:1] (b) The Court observed instances of Mr.Hartman's failure to accurately recall important events that occurred in the course of his work in setting the Impact Fees. One example of this concerned an email from Daryl!Parker, an employee of Mr. Hartman who had worked on the transaction to purchase the water utility. [Conlon Exhibits 76, 115] When confronted with an email in which Mr.Parker advised City officials not to include the Impact Fees calculations in Ordinance 2003-06 so as not to expose them to public scrutiny [Conlon Exhibit 76], Mr. Hartman first denied that Mr. Parker was involved in any meaningful way in the engagement relating to the purchase of the utility. [Trans., 528:17-25, 540:14-542:9, 545:19- 546:23] He also maintained that Mr. Parker overstepped his bounds by sending the email to the City Attorney and the City Manager. [Trans., 547:3-548:2] But when he was confronted with City Commission minutes 17 9 B showing that Mr. Parker was involved at least to the extent that he appeared before and addressed the City Commission in regard to the Impact Fees, Mr. Hartman equivocated and appeared less than candid. [Trans.,548:20-550:1] (c) A second example of Mr.Hartman's failure to accurately recall events was his denial that there was any urgency in the FPU negotiations that influenced the way in which the purchase price and terms were set. [Trans., 269:5-15] On cross-examination, Mr. Hartman denied that FPU had threatened to end the negotiations to sell the utility and to pursue its own alterative public securities offering. But later, he was confronted with his own contemporaneous correspondence to the City in which he described that very concern.[Conlon Exhibit 58 at HA1006049] (d) Mr.Hartman's failure to recall or acknowledge these significant aspects of this transaction,his failure to candidly respond to questions during cross- examination,and his demeanor in providing his testimony cause the Court to conclude that his testimony lacked complete candor and credibility. (e) One further consideration in the weight the Court gives to Mr.Hartman's testimony is that he has an interest in the outcome of this litigation. He was the lead negotiator for the City for the acquisition of this water utility in 2002-2003, he recommended the purchase price and terms which the City ultimately accepted, including the use of"futures" to fund a portion of the purchase price,and he determined the amount of the Impact Fees to fund the "futures."[Trans., 178:6-12, 204:7-205:2] He also testified that 18 9B he has used this same"futures"concept, funded by impact fees, in other transactions. [Trans., 200:22-201:4] Consequently, the Court finds that Mr. Hartman comes to this proceeding not only as a testifying expert [Trans.,206:12-19; Conlon Exhibit 33; Conlon Exhibit 80],but also with an interest in defending his own work. The Court finds that this gives Mr. Hartman a degree of bias which adversely affects the weight of his testimony. 37. Finally, the Court notes previous positions taken by the City concerning the lawfulness of the Impact Fees. In order to support a statute of limitations defense which it asserted in the Class Action Case,the City asserted there that the ordinance imposing the Impact Fees (Ordinance 2003-06) was facially unlawful. [Conlon Exhibit 17 at 10-11] The City later changed its position in that regard after the Court ruled against it on its statute of limitations defense.[See e.g.,Conlon Exhibits 20-26] Conlon's Evidence that the Impact Fees are Unlawful 38. Conlon presented the testimony of John Guastella. Mr. Guastella is an expert in utility rates and valuation, and his experience in the setting of rates includes the proper calculation of impact fees. In contrast to Mr. Hartman, Mr. Guastella answered the questions posed to him on direct examination and on cross-examination directly and succinctly. . — ■ ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office SRT 1/24/17 4. BCC Office Board of County 97 Commissioners y N(/ k\-z \\c\ 5. Minutes and Records Clerk of Court's Office of(2111111 ' a tiqprn PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Scott R. Teach,Deputy County Attorney Phone Number 252-8400 Contact/Department Agenda Date Item was 1/24/17 Agenda Item Number 9-B Approved by the BCC Type of Document Resolution and Integration Agreement- Number of Original - Attached Orange Tree Documents Attached 4 PO number or account n/a number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature SRT 2. Does the document need to be sent to another agency for additional signatures? If yes, SRT provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be SRT signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's SRT Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SRT document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SRT signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip SRT should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 1/24/17 and all changes made during the SRT meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made,and the document is ready for the / ,/ Chairman's signature. 'thea/ ` \egSe-7v-osr1/4.A.c_ 3 �S OAC. SSpu- t'`cam 0.Y18 arv�h Nr�•e-c�'�^ CSr�c aco rtCac� i��r.�h � y I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 9B MEMORANDUM Date: January 25, 2017 To: Scott Teach, Deputy County Attorney Collier County Attorney's Office From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Resolution 2017-14: Approving an integration agreement and incorporating terms of the lawsuit settlement against the Orange Tree Utility Company ("OTU"), Orangetree Associates, and related parties required to transfer water and wastewater assets to the County after BCC consideration and approval Attached per request are three (3) certified copies of the Resolution and three (3) original copies of the associated documents referenced above (Item #9B) approved by the Board of County Commissioners on Tuesday, January 24, 2017. The original resolution and original copy of the associate agreement will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachments (3) 98 RESOLUTION NO.2017- 1 4 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BOARD OF COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA AND ACTING AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT; APPROVING THE TERMS OF SETTLEMENT OF A LAWSUIT AGAINST ORANGE TREE UTILITY COMPANY, ORANGETREE ASSOCIATES AND RELATED PARTIES IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA IN THE FORM OF AN INTEGRATION AGREEMENT AND RELATED DOCUMENTS ("TRANSFER DOCUMENTS"); APPROVING THE TRANSFER DOCUMENTS REQUIRED TO TRANSFER WATER AND WASTEWATER ASSETS TO THE COUNTY; FINDING THE TRANSFER OF SUCH ASSETS TO BE IN THE PUBLIC INTEREST AFTER CONSIDERATION OF FACTORS REQUIRED BY FLORIDA LAW AND AFTER A DULY NOTICED PUBLIC HEARING AS REQUIRED BY FLORIDA LAW; AND PROVIDING FOR APPLICABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,AS FOLLOWS: SECTION 1. AUTHORITY. Pursuant to Chapter 125, Florida Statutes, the Board of County Commissioners (the "Board") of Collier County, Florida(the "County")has all the powers of local self- government to perform County functions and render services for County purposes in a manner not inconsistent with general law or with special law approved by vote of the electors. Such power includes the power to initiate and settle litigation and to acquire, own, improve, operate, maintain, and dispose of water and wastewater utility facilities. SECTION 2. STAFF RECOMMENDATION TO APPROVE TERMS OF SETTLEMENT REFLECTED IN ATTACHED TRANSFER DOCUMENTS. The Board directed County staff to investigate the potential integration of the water and wastewater assets currently owned by Orange Tree Utility Co. (the "Orange Tree System") serving approximately 2,000 water and wastewater connections into the Collier County Water-Sewer District's ("CCWSD") existing water and wastewater system. After experiencing difficulties securing the required terms of transfer as set forth in applicable agreements and County ordinances, the Board of County Commissioners authorized the filing of a lawsuit against Orange Tree Utility Co., Orangetree Associates and affiliated entities and interests (collectively, "OTU"). County staff and OTU representatives met in several mediations and informal settlement discussions and the terms of proposed transfer documents necessary to transfer the Orange Tree System to the County and settle the litigation, including an integration agreement, deeds, bills of sale, assignment documents, bulk reclaimed water delivery agreement and other related documents (hereafter, collectively, the "Transfer Documents"), each signed by OTU, are presented in Appendix "A" to this resolution. Approval and execution of the Transfer Documents will provide the County with the necessary assets and rights to acquire and operate the Orange Tree System in a manner compliant with Florida law, rules, regulations and outstanding permits. The staff report provided to the Board with its recommendation addresses each of the factors required by Florida law and the Board may rely upon such report as establishing that the transfer of the Orange Tree System to the County will be in the public interest. 1 ! Q �I B SECTION 3. FINDINGS. It is hereby ascertained,determined and declared: (A) Chapter 125, Florida Statutes, grants the County the power to acquire, own, operate, maintain, improve, and dispose of water and wastewater utility facilities, which powers the County exercises through the CCWSD. (B) OTU possesses certain rights and owns and operates certain water production, treatment, storage, transmission and distribution systems and wastewater collection, treatment and disposal facilities within Collier County, Florida, collectively referred to herein as the Orange Tree System. (C) OUT, Orangetree Associates and Roberto Bollt, as successor trustee of a certain Land Trust Agreement dated January 27, 1986 (collectively, "Orange Tree") and the County have entered several agreements reflected, in part, in County Ordinance Nos. 87-13 and 12-09, each of which contemplates the integration of the Orange Tree System into the CCWSD (collectively, the agreements and ordinances are referred to herein as the "Development Agreement"). (D) Orange Tree refused to convey the OTU System to the County consistent with the terms of the Development Agreement thereby causing the County to initiate a lawsuit against Orange Tree in Collier County v.Orange Tree Utility Co.,et al.,Case No.2014-CA-001434(the"Pending Litigation"). SECTION 4. DETERMINATION OF PUBLIC INTEREST IN SETTLEMENT OF PENDING LITIGATION. Settlement of the Pending Litigation and transfer of the Orange Tree System to the County pursuant to the terms of the Transfer Documents presented to the Board this date will resolve all outstanding issues among the parties, eliminate the fees and costs of continuing the litigation and result in the integration of the Orange Tree System into CCWSD in a manner and timeframe consistent with the public interest. SECTION 5. APPROVAL OF SETTLEMENT TERMS. Upon closing of the transfer of the Orange Tree System pursuant to the terms of the Transfer Documents, County staff is authorized to file with the court such documents as may be necessary to voluntarily dismiss the Pending Litigation. SECTION 6. APPROVAL OF INTEGRATION AGREEMENT BY AND AMONG OTU, THE COUNTY AND OTHERS. The Integration Agreement by and among OTU, the County and others, including appendices thereto, submitted at this duly called public meeting are hereby approved. The Chair or Vice Chair,or their designee is hereby authorized to execute the Integration Agreement. SECTION 7. APPROVAL OF AGREEMENTS NECESSARY TO PERMIT THE WATER- SEWER DISTRICT TO INITIATE SERVICE. The Water-Sewer District may be required to enter certain agreements for the provision of electricity, chemicals, materials or services in order to initiate service upon completion of the integration. The Chair or Vice-Chair, or their designee, is hereby authorized to execute such agreements as may be necessary to permit the CCWSD to initiate service in the OTU Service Area including necessary work orders and assignments to CCWSD of, and modifications to, existing agreements relating to CCWSD utility operations. CCWSD is further authorized to retain additional employees as necessary to operate the integrated facilities and the CCWSD budget amendments identified in the Staff Report and Executive Summary are hereby approved. SECTION 8. APPROVAL OF RATES. The schedule of rates and charges effective as of the date of the OTU System integration into CCWSD shall be those rates currently in effect and being 2 9B charged to customers currently being served by CCWSD pursuant to Uniform Billing Ordinance 2013-44 and County Resolution 2014-174, as amended, pertinent portions of which are attached hereto as Appendix B, and such rates, fees and charges are hereby approved and adopted for the OTU System as of closing of the integration. SECTION 9. APPROVAL OF INTEGRATION DOCUMENTS. The Chair or Vice Chair, or their designee, are hereby authorized and directed to execute and deliver all documents, papers, and instruments, as may be created and amended through the date of integration of the assets of Orange Tree Utility Co. into CCWSD, and take all actions necessary and proper to effect the integration of the OTU System including, but not limited to, conveyance and closing documents. Execution of the Transfer Documents shall be deemed to be conclusive evidence of approval of such documents. All of the provisions of the Transfer Documents, when executed and delivered by the County and the CCWSD, as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 10. APPROVAL OF TRANSFER AS EX OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER AND WASTEWATER AUTHORITY. The integration of substantially all of the assets of OTU into the CCWSD pursuant to the Integration Agreement, having been noticed and a hearing held, is hereby found to be in the public interest and approved as of right pursuant to section 134-369(f) of the Code of Laws and Ordinances of Collier County, Florida. The certificate previously issued by the Water and Wastewater Authority to OTU is terminated effective on the date of the integration of related assets into the CCWSD and the service area of OTU shall become part of the service area of CCWSD on such date. SECTION 11. GENERAL AUTHORITY. The Chair or Vice-Chair, or their designee, and counsel, agents and officials of the County and CCWSD are hereby authorized to do all acts and things required of them consistent with the requirements of this Resolution and the Integration Agreement for the full, punctual and complete performance of all the terms and covenants contained in the Integration Agreement and this Resolution. Each member of the Board, officers, attorneys and other agents or employees of the County and CCWSD are hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution or the Integration Agreement. The Vice Chair, or a designee of the Chair or Vice Chair, is authorized to do all things required by this Resolution of the Chair in the Chair's absence or unavailability. SECTION 12. APPLICABILITY AND EFFECTIVE DATE. This Resolution shall be liberally construed to affect the purposes hereof and shall take effect immediately upon its adoption. 3 9B PASSED AND DULY ADOPTED at the meeting of the Board of County Commissioners of Collier County, Florida, acting as the Ex-Officio Board of the Collier County Water-Sewer District on the-1-0th day of January, 2017. 24th "`,,, BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA,AS THE GOVERNING BODY OF COLLIER COUNTY AND EX-OFFICIO BOARD OF THE COLLIER COUNTY WATER-SEWER DIS.TkICT. '`'s;,Ja3J114t' BY: J 4PENNY TAYLO6 , airman ATTEST: DWIGHT E. BROOK Clerk I 31 ( .4:_wd�vO7,( signature only., Ja Approved 77Form and Legality: Collier County 1 rney l Item# '6 Agenda i_ —11 Date Date t---)-(4—(-1 Recd l�- Depu Ier 4 9P Appendix A to Resolution Staff Report and Transfer Documents 9B STAFF REPORT PURSUANT TO SECTION 125.3401, FLORIDA STATUTES TO: Board of County Commissioners Collier County, Florida THROUGH: Office of the County Manager FROM:Collier County Public Utilities Administration DATE: December 19,2016 RE: Public Hearing and Resolution Considering the Integration of the Water and Wastewater Utility Assets of Orange Tree Utility Company and Establishing Rates RECOMMENDATION: Staff of the Collier County Public Utilities Water-Sewer District ("CCWSD") of Collier County, Florida ("County") hereby presents the Board of County Commissioners with a proposed Utility System Integration Agreement ("Integration Agreement") with Orange Tree Utility Co., Orangetree Associates and Roberto Bollt, as successor trustee of the Land Trust Agreement dated January 27, 1986 (collectively, "OTU") and related Transfer Documents. The Integration Agreement contains the proposed terms of the conveyance to CCWSD of the water and wastewater utility facilities currently owned by Orange Tree(the "Orange Tree System"). If the Board desires to proceed with this transaction under the presented terms, the Board must adopt Resolution No. 2017- which (a) approves the terms of the Integration Agreement and related transfer documents being presented with this Report (collectively, the Integration Agreement and transfer documents will hereafter be referred to as the "Transfer Documents"), (b) serves to settle the dispute between and among the County, OTU and other defendants in Case No. 2014-CA- 001434, (c) directs and authorizes the integration into CCWSD of the real and personal property described in the Integration Agreement comprising the Orange Tree System and (d) establishes the new water and wastewater rates and charges as the same rates and charges applied by CCWSD to its existing customers. BRIEF HISTORY OF OTU AND COUNTY INTEGRATION EFFORTS A detailed history of the proposed transaction is provided in Exhibit A, hereto. Briefly, Collier County has been contemplating the integration of the Orange Tree System into the CCSWD since 1986 when the owner of property in the area currently served by OTU first approached the County for development authority. The County granted development authority and retained for CCWSD certain rights to provide water and wastewater service to the area to be developed, at the County's election. The various agreements and County ordinances providing the terms for the County's assumption of water and wastewater service responsibilities (referred to collectively as the "Development Agreement") are discussed in Exhibit A. Since the original agreement among the parties, the Development Agreement has been revised to provide higher density development authorization to OTU in return for OTU's repeated 1 9B recognition of the County's right to assume ownership of the Orange Tree System at no cost to the County and pursuant to transfer documents which must be acceptable to the County Attorney. Since the County began purchasing private water and wastewater utilities,the County has recognized that the proliferation of small water and wastewater systems may not be conducive to the most cost effective and efficient provision of water and wastewater service. Where efficient and effective service is not available, the utility owner, customers, and the environment may suffer. Recognizing the benefits and efficiencies of economies of scale as a utility system grows as well as several benefits from governmental ownership of utility systems, on March 26, 2013, the Board authorized County staff to work toward the potential integration of the Orange Tree System into CCWSD pursuant to the terms of the Development Agreement. CCWSD has proceeded to conduct the negotiation and due diligence processes relating to the Orange Tree System in a manner consistent with applicable County ordinances and the Development Agreement since that time. CCWSD retained legal and engineering experts skilled in the utility acquisition process to assist the County in the integration process. Tetratech, the CCWSD engineering experts, have presented the CCWSD with several reports regarding the Orange Tree System, as discussed later in this Report, and supports the recommendation that the Orange Tree System be integrated into CCWSD at this time. In addition, pursuant to the Development Agreement, CCWSD has required OTU to present a report regarding its compliance with local, state and federal laws, rules and permits, as well as an environmental report. These reports have been reviewed by CCWSD, however they are dated and CCWSD is aware that the Department of Environmental Protection has issued two notices of permit violations since the time of such reports. CCWSD also recently has identified numerous additional violations by OTU of its permits relating to testing and water quality exceedances. Finally, OTU experienced a water tank leak recently which CCWSD will be following up on prior to the Integration Date to assure that any situation which should be known by CCWSD is disclosed and known to CCWSD prior to such date. In 2014, the County initiated litigation against OTU to enforce the terms of the Development Agreement and to collect outstanding attorney's fees owed to the County as a result of prior litigation with OTU. OTU paid the County the attorney's fees previously awarded by the Circuit Court soon after the County initiated the litigation. After several mediation attempts and additional informal settlement negotiations, the County staff and OTU have agreed to the terms reflected in the Transfer Documents, as well as a reclaimed water delivery agreement, attached as Exhibit B to this Report and hereafter incorporated into the Transfer Documents). The terms of the Transfer Documents constitute the terms of settlement of the pending litigation as well as the conveyance of the Orange Tree System to the County in the manner and timeframes contemplated in such documents. On November 3, 2015, CCWSD presented, and the Board approved, the County's "Sustainable Integrated Water Resource Management Plan." Integration of the Orange Tree System into CCWSD is an important step toward fulfillment of such plan. Requirements of Florida Law Public Hearing Requirement Pursuant to Chapter 125, Florida Statutes, the County has the power to acquire, operate, construct, own, and manage water and/or wastewater utility facilities. In accordance with these and similar powers, the County Staff has negotiated the terms of the proposed Transfer Documents which provide for the integration of the Orange Tree System into CCWSD in a manner consistent with the Development Agreement and applicable County ordinances. 2 9B To provide for the public interest and welfare, section 125.3401, Florida Statutes requires the Board to address and balance numerous factors, listed below, when considering the proposed integration of the Orange Tree System into CCWSD. The CCWSD acquisition team has spent many hours in the investigation of this potential integration, conducting due diligence and negotiating terms with OTU to ensure the seamless integration of the Orange Tree System and customers into CCWSD. The following information is presented for the Board's consideration in determining if the recommended action is in the public interest: (1) The most recent available income and expense statement for the utility. This information is provided in the most recent Annual Report of the Orange Tree Utility Co. System to the County (the "Annual Report") for the period ending December 31, 2015, copies of pertinent pages are attached hereto as Exhibit C. (2) The most recent available balance sheet for the utility, listing assets and liabilities and clearly showing the amount of contributions-in-aid-of-construction and the accumulated depreciation thereon. This information is included in the Financial Section of the Annual Report referred to above, copies of pertinent pages are provided in Exhibit C. (3) A statement of the existing rate base of the utility for regulatory purposes. This information is included in the Financial Section of the Annual Report referred to above, copies of pertinent pages are provided in Exhibit C. Developers, other than Orangetree Associates (Orange Tree Utility's developer affiliate and a co-defendant in the pending litigation), have largely paid for the water and wastewater systems addressed in this transfer through connection charge payments and refundable advances. (4) The physical condition of the utility facilities being purchased, sold or subject to a wastewater facility privatization contract. Taken as a whole, the Orange Tree System is physically sound with pending compliance issues which CCWSD is aware of and which CCWSD shall work with DEP to rectify in a timely manner and at the lowest cost possible to the County. Tetra Tech also conducted a regulatory compliance review of the Orange Tree System operations, which CCWSD has updated. Representatives of CCWSD and Tetra Tech periodically have performed on-site visits to inspect the Orange Tree System. CCWSD has incorporated a substantial portion of the Orange Tree System into its geographical information system ("G.I.S."). The Transfer Documents, if approved, and a stipulated agreement between and among the parties entered during the litigation provide that CCWSD and its representatives shall have continued access to the Orange Tree System prior to the date title to the Orange Tree System is to be transferred to CCWSD. CCWSD shall utilize the period between the Board's approval of the Transfer Documents and the day that ownership of the Orange Tree System is transferred to CCWSD (the "Integration Date")to continue to analyze and monitor system operations and familiarize CCWSD personnel with specific operations protocols to insure smooth transition of the Orange Tree System operations to CCWSD. The Transfer Documents further give the County the choice to continue utilization of OTU contracts or contractors should the County so require. 3 9B Finally, CCWSD has secured from OTU covenants and reports confirming Orange Tree System compliance with applicable local, state and federal laws, rules and permits as well as a Phase I Environmental Site Assessment confirming that there is no identified contamination issue as a result of on-site inspections and the records reviews required to be performed for such assessments. These reports are dated at this time, however CCWSD shall use the time until the Integration Date to update the results, including an investigation of facts related to OTU's recent permit violations and water tank leak. (5) The reasonableness of the contract price and terms. The proposed conveyance of the Orange Tree System and integration of the Orange Tree System into CCWSD is to be completed pursuant to the terms of the Transfer Documents and applicable County ordinances with no purchase price payable by the County("at no cost"to County). The terms of the Integration Agreement reflect and incorporate the guidance, rights and obligations provided to CCWSD and OTU through the Development Agreement and County ordinances. Pursuant to the Development Agreement, CCWSD will assume ownership of all assets and associated rights of the Orange Tree System used to provide service in the Orange Tree Service Area. Deeds and easements will be provided by OTU to the County to enable CCWSD to provide service to current customers as well as future customer growth. One area of divergence from the Development Agreement is the potential obligation of the County to provide to OTU free connections to the water system and wastewater system. The number of free connections possibly to be provided, and corresponding cost to the County, have not yet been determined as an independent engineer recently updated its prior analysis of"excess capacity" of the water system and the wastewater system. The most recent information from the independent engineer is that there is no excess capacity on the water system or the wastewater system. CCWSD therefore would not be required to provide OTU any free water or wastewater connections. Another area of divergence from the Development Agreement in the Transfer Documents is the agreement of the County to accept title to property and conveyance of rights in "as is" condition. The Development Agreement requires OTU to transfer title to such property and rights in clean and marketable condition. The "as is" terms of the Transfer Documents also diverge from the Development Agreement in that the Developer Agreement requires that the Orange Tree System be operated in compliance with all permits at the time of transfer to CCWSD. As indicated above, the Orange Tree System has two notices of violation pending regarding the water and wastewater systems, has experienced a recent water tank leak, and the County has identified further non-compliance with testing requirements and quality standards in the OTU wastewater permit. OTU is attempting to cure the DEP notices of violation by modifying its wastewater permit (the County has challenged such modification request) and by making required improvements to its wastewater system. DEP rules require that a utility maintain five years of testing history(consistent with the terms of OTU's wastewater permit), in addition to complying with testing requirements contained in DEP rules and permits. CCWSD's investigation to date has revealed a number of instances of OTU non-compliance with testing requirements. CCWSD will continue to work with DEP to address the issues raised by this situation. 4 9B Liabilities: OTU retains: (i) liabilities arising out of any occurrence or event which occurred prior to the Integration Date, except the permit violation which OTU seeks to remedy through permit modification; and(ii) liabilities arising from facts, events or agreements existing prior to the Integration Date, unless the County specifically identifies such liability as being assumed by the County on the Integration Date. CCWSD will assume obligations of OTU such as certain obligations arising under agreements with developers only as expressly identified in the appendices to the Integration Agreement and only as to obligations arising after the Integration Date. CCWSD also will assume the risks related to past OTU non-compliance with testing requirements. CCWSD investigation reveals that OTU may not have performed required tests;tests that were performed were performed incorrectly; the tests results from tests performed incorrectly reveal exceedances of required quality standards; and test results were not filed with DEP as required. Without historical data by which OTU could establish that its operations are being performed in compliance with applicable laws, rules and permits, CCWSD would be assuming a risk not ordinarily assumed in a transfer situation. However, CCWSD is working with DEP in an effort to address this situation in a manner satisfactory to the County and at the least cost possible. Integration Date: March 1, 2017, subject to enlarging or shortening upon agreement of the parties. Title Insurance: Much of the Orange Tree System has been built in rights of way, easements or on property leased by OTU from its affiliated Developer. OTU shall provide the County with a deed to the 28 acre parcel upon which the primary water and wastewater facilities, including the water and wastewater treatment plants (the "Treatment Plants Parcel"), are located as well as deeds relating to certain well sites and two lift stations. Existing easements currently in favor of OTU shall be assigned to CCWSD and new deeds and easements shall be granted to CCWSD by OTU as required by CCWSD so that CCWSD possesses rights of use and access to all assets being integrated into CCWSD. CCWSD will identify property for which title insurance will be secured as well as the amount of title insurance required. The deed for the Treatment Plants Parcel provides for return of such portions of the parcel as in the future may no longer be used by CCWSD to provide water or wastewater services. CCWSD anticipates use of the Treatment Plants Parcel indefinitely. The CCWSD has determined that certain OTU lines are not located in assigned rights of way (e.g., certain hydrants and a transmission line encroaching on Collier County School District property). The CCWSD and OTU will cooperatively address those restrictions to limit liability exposure to the CCWSD. Pending Litigation and Regulatory Matters: OTU remains responsible for costs and liabilities associated with litigation and regulatory matters pending as of the Integration Date as well as litigation or regulatory matters which arise after closing based upon pre-closing events. OTU has represented to the County that there is no litigation, pending or threatened, and only a single notice of violation pending as of the date of this Report. The facts identified by CCWSD during the conduct of due diligence do not appear to validate such a representation by OTU and cannot be relied upon by the County. Regulatory non-compliance issues are addressed earlier in this Report. (6) The impacts of the purchase and sale on utility customers, both positive and negative. It is expected that the impact and consequences of acquiring the Orange Tree System on both ratepayers and landowners will be positive in nature. CCWSD ownership of the Orange Tree System will shift the emphasis in operating, expanding and improving the Orange Tree System from a profit motivation to a 5 9B public service motivation. Given this motivational shift, it is anticipated that under Countyownership, P the Orange Tree System will better serve the needs of OTU's customers. To improve the quality of water and wastewater service from the level of service currently being provided by OTU and generally to comport with the mission of CCWSD to provide safe, sufficient and economical water and wastewater utility service,the following is proposed by CCWSD: (a) Acceptance of conveyance of the Orange Tree System by the County pursuant to the terms of the Transfer Documents presented to the Board; (b) Upon the Integration Date, CCWSD shall charge former OTU customers the same rates, fees and charges currently authorized by this Board to be charged to customers of CCWSD. The County's monthly water and wastewater rates represent approximately a thirty-one percent (31%) increase in the monthly bill for former OTU customers using an average of 6,000 gallons of water per monthly billing period. While the CCWSD monthly bill for water is slightly less than the OTU bill for the same amount of water, CCWSD's wastewater bill is higher due to CCWSD's commitment to reclaimed water usage and water supply sustainability; a commitment not shared by OTU. (c) Upon the Integration Date, CCWSD shall initiate steps to enable the wastewater treatment plant to produce irrigation-ready reclaimed water, which OTU has refused to do to date. OTU and the County shall enter into a bulk reclaimed water service agreement effective as of the Integration Date. (d) Upon the Integration Date, CCWSD will possess the financial ability to provide water and wastewater services to the areas currently served by OTU. The integration of the Orange Tree System into CCWSD will have positive financial implications each year in the foreseeable future, with sufficient financial ability to meet all identified capital needs, renewal and replacement, operations, management and adequate contingencies. (7) Any additional investment required and the ability and willingness of CCWSD to make that investment. The integration of the Orange Tree System into CCWSD represents the completion of Phase I of CCWSD's three phase business plan for the northeast utilities service area, as revised on October 2, 2012 as well as a significant step forward in fulfilling the County's Sustainable Integrated Water Resource Management Plan. The Orange Tree System currently serves approximately 2,300 water and wastewater connections, primarily in the Twin Eagles, Orange Blossom Ranch, Orange Tree, Valencia Golf and Country Club, Valencia Lakes and Waterways subdivisions. CCWSD also recently learned that additional connections are underway in the Orange Blossom Ranch area and with a new Publix development. In addition, the integration of the Orange Tree System by CCWSD will provide the opportunity for CCWSD to provide cost-effective and reliable services not only to the OTU Service Area, but to other potential future development off Woodcrest Drive (e.g., Summit Lakes), Tree Farm Road (e.g., Buttonwood Preserve), the Immokalee Road corridor (e.g., Twin Eagles, Terafina), and along Vanderbilt Beach Road(e.g., Wolf Creek). CCWSD has conducted extensive engineering and operations due diligence. The integration of the Orange Tree System into CCWSD will posture CCWSD to serve the Northeast service area. CCWSD will be able to serve the Northeast service area through existing and to be constructed facilities, as well as provide the potential for interconnections between the Orange Tree System and existing CCWSD in- ground infrastructure. CCWSD will assess any capital needs after the Integration Date to improve the Orange Tree System to achieve the benefits identified in the report. 6 9B (8) The alternatives to the purchase and the potential impact on utility customers if the purchase is not made. It is in the public interest that long-range planning, management, financing, maintenance, upkeep, and operations of water and wastewater utilities be coordinated by the County through the CCWSD. The integration of the Orange Tree System is another step toward achieving this goal. This integration initiative meets current growth management plan standards to ensure the adequacy and availability of viable public facilities, including goals established in the most recent Sustainable Integrated Water Resource Management Plan. CCWSD is unable to identify any negative consequence on OTU's customers from the proposed integration. Future rate increases will be lower than customers otherwise would have experienced under continued OTU ownership as CCWSD offers significant economies of scale, lower financing costs (tax exempt debt), no profit or associated income tax gross-up, and the ability to manage costs and investments for the long term. Under OTU ownership, the utility has been managed for the short term as the current owner knew of CCWSD's option to assume responsibility for serving the OTU Service Area and acquiring the Orange Tree System, at no compensation to OTU's owners, pursuant to the Development Agreement. Another private utility likely would not purchase the Orange Tree System since such owner would be bound by the terms of the Development Agreement. Such an alternative to CCWSD ownership would appear to be foreclosed. Based on the foregoing, OTU customers will benefit from the proposed integration of the Orange Tree System into CCWSD. (9) The ability of the County to provide and maintain high-quality and cost-effective utility service.As indicated previously in this Report, integration of the Orange Tree System into CCWSD is an important step toward fulfilling the Sustainable Integrated Water Resource Management Plan approved by the Board on November 3, 2015, as well as prior plans and goals established by the County for the northeast County area. Upon integration of the Orange Tree System, CCWSD will not be motivated by profit but rather by a public service motivation to provide high-quality, cost-effective service to OTU's former customers. CCWSD has conducted extensive due diligence and analyzed the capital needs and cash flow projected upon successful integration of the Orange Tree System into CCWSD. Cash flow is positive (assuming no liability of CCWSD for free connections) and capital needs are consistent with CCWSD's current business plan, and addressed therein. CCWSD will achieve economies of scale and other efficiencies, and for the first time, provide reclaimed water to replace groundwater use (saving approximately 180 million gallons of groundwater every year) when the Orange Tree System is operated in conjunction with CCWSD's existing utility operations. Also, for the first time, customers of the Orange Tree System will benefit from the County's access to low-cost public financing which will lower capital costs for system expansions and improvements from those costs currently available under private ownership. In addition to the foregoing information, CCWSD's ability to provide and maintain high-quality and cost effective utility service for the Orange Tree System is best demonstrated in the AAA ratings currently bestowed by Fitch rating agency upon CCWSD's existing water and wastewater bonds, a testament to the sound utility policies and practices employed by CCWSD. CCWSD's decades of experience acquiring, operating, and improving water and wastewater systems is sufficient justification for customers of the Orange Tree System to be confident that they will be well served by CCWSD. 7 9B Other Material Facts Other material facts concerning the Orange Tree System for the Board's information include (a) approval of transfer of the OTU service area to CCWSD and rates to be charged to former OTU customers after the proposed integration; (b) the location of Orange Tree System assets in rights of way, platted easements and other easements to be provided by OTU to the County, (c) OTU's lease of the property upon which the water and wastewater treatment facilities and related facilities are located, and (d) concentrate disposal issues. (a) Service Rates Under OTU versus CCWSD Ownership The Orange Tree System is regulated by the Collier County Water and Wastewater Authority ("Authority"), including regulation of service area and rates. The recommended resolution authorizing the signing of the Transfer Documents includes a finding by the Board of County Commissioners, acting as the ex officio board of the Collier County Water and Sewer Authority, that the transfer of substantially all of the assets of OTU to CCWSD is approved as of right pursuant to applicable County code and ordinance provisions. The resolution further amends the CCWSD service area to incorporate the service area which OTU previously had been authorized to serve by the Authority. OTU has filed rate increase requests with the Authority, including index and pass-through filings, to recover its investments in the Orange Tree System and its cost of operating the system. As of this date, the monthly service rates charged by OTU for water and wastewater service are approximately thirty-one percent (31%) lower than the corresponding rates charged by CCWSD. Upon completion of the recommended integration of the Orange Tree System into CCWSD, CCWSD proposes that the rates charged to customers previously served by OTU be equal to CCWSD rates in accordance with Section Seventeen of Chapter 2003-353, Laws of Florida (the "Special Act"), which prohibits discrimination in the fees, rates and charges for users in the same class. (b)Deeds and Easements CCWSD due diligence has identified the location of those OTU utility assets known to CCWSD. Most of the assets are located in platted easements, rights of way or on private land which OTU owned or for which OTU possesses access easements. CCWSD and OTU have agreed to the terms of required easements upon which the utility assets are located. Where lines currently are in use by OTU without evidence of OTU ownership by way of bill of sale, or such lines currently encroach upon contiguous property, OTU is obligated to identify such lines and use its best efforts to secure title to them before the Integration Date. Beginning with Ordinance 87-13, which bestowed original development rights, and through the approval of Ordinance 12-09, it has been contemplated that when CCWSD assumed the responsibility for water and wastewater service in the OTU Service Area , CCWSD would receive deed or easement rights from OTU to property upon which OTU placed utility assets. The Treatment Plants Deed from OTU to the County provides that certain portions of the 28 acre parcel upon which the water and wastewater treatment plants are located shall revert to OTU in the event that CCWSD stops using the facilities located on such portion of land, at CCWSD's discretion, as provided in Ordinance 12-09. CCWSD will be responsible to conduct and pay for an environmental audit and abandonment/removal of facilities no longer to be used for water or wastewater service prior to re-conveying any portion of such land to OTU. 8 99 (c)Lease Currently, OTU leases the Treatment Plants Property from its Developer-affiliate, Orangetree Associates, for a term of ninety-nine (99) years (expires December 31, 2101). In addition to authorizing OTU to construct and operate the water and wastewater system on the leased property, the lease obligates OTU to provide central water and wastewater service to land owned by the lessor, among other more standard lease terms. The lease further requires OTU to convey ownership of utility assets to Developer upon expiration of the lease term. The Development Agreement between and among County and OTU, as amended by County Ordinance 12-09, requires OTU to convey the Orange Tree System to the County at no cost, and free of encumbrances. The current lease would constitute an encumbrance. As a result, the current lease between OTU and its developer/affiliate which covers the Treatment Plants Property will be terminated as of the Integration Date and the property will be conveyed to the County by deed with a provision for reverter discussed earlier in this Report. (d)Concentrate Disposal OTU currently disposes of concentrate generated by the water nano-filtration process by discharging it on a golf course's property as well as through irrigation lines to the Valencia Golf & Country Club development. The concentrate is blended in the lines with lake water and ultimately may be used by third parties. OTU does not possess a written agreement with the golf course or the Valencia homeowner's association relating to transportation to, and acceptance of, this water blended with concentrate. As a result, DEP has found OTU to be in violation of its permit. OTU proposes to DEP to resolve this violation by changing the concentrate disposal source to existing wastewater percolation ponds on the Treatment Plants Property. The County challenged this change unless the County is permitted, after the Integration Date, to dispose of concentrate either in the percolation ponds or in the manner currently used by OTU. DEP recently notified the CCWSD that the change subject to the CCWSD's request is acceptable to the DEP. The Valencia homeowner's association has provided CCWSD consent to irrigate its property with water which includes the concentrate subsequent to the Integration Date. Such consent shall not be effective until the Integration Date. OTU has provided CCWSD an agreement pursuant to which OTU agrees to accept reclaimed water from the wastewater system as well as concentrate from the water system for irrigation purposes after the Integration Date. CCWSD currently reuses 100% of the wastewater generated from CCWSD wastewater treatment plants, at more than 20 locations. This agreement would allow CCWSD to continue to maintain such disposal characteristics and is acceptable to CCWSD. This agreement would be signed by the County and OTU together with the Transfer Documents as a condition to closing the transfer of the Orange Tree System to CCWSD. Determination of Public Interest Upon consideration of the above factors, it is recommended that the Board of County Commissioners find that the integration of the Orange Tree System into CCWSD pursuant to the terms of the Transfer Documents is in the public interest; that the transfer of the water and wastewater assets of OTU to 9 9B CCWSD be approved as of right; that the rates charged to former OTU customers by CCWSD as of the Integration Date be those rates currently in effect for CCWSD customers in the same customer class; that CCWSD be authorized to continue to operate the Orange Tree System pursuant to the terms of such operations, equipment or other service agreements as CCWSD shall determine should be assigned to CCWSD as of the Integration Date; and that the CCWSD service area include the service area previously served by OTU as well as all other unincorporated areas of the County not excluded by the terms of the Special Act. 10 913 I Exhibit A History of Proposed Transactions 9B Exhibit A The County originally was approached by predecessors of the current landowner and utility serving the Orange Tree area (collectively, these entities are referred to as "Developer") who sought authority to develop land currently included in the Orange Tree Planned Unit Development. After Developer initiated litigation against the County, the litigation was settled pursuant to a 1986 Settlement and Zoning Agreement and development authority was granted by County Ordinance 87-13. Orange Tree Utility Co. ("OTU") is a privately-owned utility (owned by the developer) created to provide water and wastewater service to the Orange Tree Service Area. OTU possesses the right to provide water and wastewater service by authority of the Collier County Water and Wastewater Authority (the "Authority") and remains subject to the jurisdiction of the Authority to this day. Beginning in 1991, the County, OTU and Developer entered agreements to clarify certain rights among them, as prescribed originally in Ordinance 87-13 which, among other things, provide the County sole discretion to assume responsibility for providing water and wastewater service in the Orange Tree Service Area. The County possesses the option to provide such service either by assuming ownership of OTU's facilities, at no cost, or by interconnecting CCWSD facilities to OTU's facilities (and requiring OTU to abandon and dismantle its existing facilities at OTU's cost). The original agreement is dated May 28, 1991 (the "1991 Agreement"), and was amended on May 13, 1996 and August 4, 1998. The amendments preserved the County's rights to assume service responsibility but established the year in which the County's election to assume such responsibility could be made(initially, 2011 then extended to 2012 by the second amendment). The terms of the 1991 Agreement, as subsequently amended were codified in large part in County Ordinances 87-13, 12-09 and intervening ordinances. County Ordinance 12-09 includes several provisions which clarify the process for the County to assume responsibility for providing water and wastewater service in the Orange Tree area, as well as the mechanisms to be used for the transfer of ownership of OTU's assets and other rights of OTU required to provide such service. The 1991 Agreement, other agreements relating to Developer's development rights (such as the 1986 Settlement and Zoning Agreement) and applicable County ordinances are collectively referred to as the Development Agreement. In 2007, OTU filed a lawsuit challenging the validity of the Development Agreement. OTU argued that the terms of the Development Agreement violated OTU's constitutional rights in that they constituted a taking without just compensation (since the transfer of the Orange Tree System to the County would be at no cost; disregarding the additional density and other consideration to OTU's benefit in the Development Agreement). OTU further argued that it was coerced into signing the Development Agreement. The Circuit Court issued a summary judgment in favor of the County thereby rejecting OTU's claims. The County invoked the "prevailing party" clause in the Development Agreement and was awarded attorney's fees in the amounts of $214,223.43 (for trial) and $43,451.51 (for appeal), plus interest. 11 t 9E Beginning in 2013, the County engaged OTU in discussions relating to the Development Agreement and the County's election to assume ownership of OTU's water and wastewater system, at no cost to the County. OTU refused to convey the systems pursuant to the terms of the Development Agreement. The County initiated a lawsuit to recover the attorney's fees awarded by the court and to force OTU to transfer the Orange Tree System to the County at no cost pursuant to the Development Agreement. Soon after the County filed this litigation, OTU paid the County the attorney's fees due since the 2007 litigation. Several mediation sessions have been held as well as informal discussions among the parties' representatives. At present, an Integration Agreement, together with supporting transfer documents (collectively, the "Transfer Documents") is being provided for the Board's consideration to accomplish the conveyance at no cost to the County of the Orange Tree System (subject to no free connections being required). 12 99 Exhibit B Transfer Documents and Bulk Effluent Water Agreement 99 INTEGRATION AGREEMENT By and Between Board of County Commissioners of Collier County, Florida,and as the Ex-Officio Governing Board of the Collier County Water-Sewer District And ORANGE TREE UTILITY CO., ORANGETREE ASSOCIATES, and Roberto Bout, as Successor Trustee of the Land Trust Agreement dated January 27, 1986 9B TABLE OF CONTENTS Page ARTICLE I. RECITALS,DEFINITIONS AND CONSTRUCTION SECTION 1.01 RECITALS 2 SECTION 1,02 DEFINITIONS. 2 SECTION 1.03 CONSTRUCTION AND INTERPRETATION 3 SECTION 1,04 SECTION HEADINGS 3 ARTICLE II. THE ORANGE TREE SYSTEM SECTION 2.01 ORANGE TREE SYSTEM. 3 ARTICLE III. ORANGE TREE AND DEVELOPER REPRESENTATIONS SECTION 3.01 ORANGE TREE AND DEVELOPER REPRESENTATIONS 5 ARTICLE IV. INTEGRATION OF THE ORANGE TREE SYSTEM SECTION 4.01 COUNTY TO ASSUME OWNERSHIP 7 SECTION 4.02 SURVEY 8 SECTION 4.03 TITLE VERIFICATION S SECTION 4.04 TRANSFER,ASSIGNMENT AND ASSUMPTION 9 SECTION 4.05 INTEGRATION DATE AND PLACE OF CLOSING;PROCEDURES 10 ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY 11 SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES II ARTICLE VL OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6,01 CONDUCT OF PARTIES AFTER SIGNING THIS AGREEMENT 12 ARTICLE VII. POST-INTEGRATION COMMITMENTS SECTION 7,01 TREATMENT PLANTS PROPERTY 12 99 SECTION 7.02 FURTHER ASSURANCES 13 ARTICLE VIII. GENERAL PROVISIONS SECTION 8.01 TERM OF AGREEMENT 13 SECTION 8.02 DISPUTE RESOLUTION 13 SECTION 8.03 ENTIRE AGREEMENT 14 SECTION 8.04 AMENDMENTS AND WAIVERS 14 SECTION 8.05 NOTICES 14 SECTION 8.06 PROPERTY TAXES 15 SECTION 8.07 ACCOUNTS RECEIVABLE;CUSTOMER DEPOSITS 15 SECTION 8,08 CONNECTION CHARGES 16 SECTION 8.09 PROFESSIONAL FEES;COSTS 16 SECTION 8.10 TRANSITION COORDINATION .............. ...... ..... ...... 16 SECTION 8,11 NOTICES;COMMUNICATIONS 16 SECTION 8.12 RISK OF LOSS 16 SECTION 8.13 NO THIRD PARTY BENEFICIARIES A7 SECTION 8.14 ASSIGNMENT OF THIS AGREEMENT 17 SECTION 8.15 BINDING EFFECT 17 SECTION 8.16 SEVERABILITY 17 SECTION 8.17 EXECUTION IN COUNTERPARTS 17 SECTION 8.18 APPLICABLE LAW AND VENUF 17 SECTION 8.19 ATTORNEY'S FEES,COSTS AND EXPENSES 17 SECTION 8.20 INTENT;BINDING EFFECT17 SECTION 8.21 EXCULPATION OF TRUSTEE 17 APPENDICES APPENDIX A FORM OF WARRANTY DEED A-1 APPENDIX B FORM OF ASSIGNMENT OF EASEMENTS AND RIGHTS B-1 APPENDIX C FORM BILL OF SALE C-1 APPENDIX D FORM ASSIGNMENT OF PERMITS AND GOVERNMENT AUTHORIZATIONS D-1 APPENDIX E EXCLUDED ASSETS. -....... .......... ...... . ... ..........................E-1 APPENDIX F LINES USED BY ORANGE TREE WITH NO BILL OF SALE AND OTHER PROPERTY AND ASSETS NOT PROPERLY OWNED OR POSSESSED BY ORANGE TREE OR DEVELOPER F-1 APPENDIX G TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT G-1 APPENDIX H TRANSFER DOCUMENT ESCROW AGREEMENT ...... H-1 APPENDIX 1 HOLEMONTES REPORT .1-1 APPENDIX J JOINT STIPULATION R INTEGRATION AGREEMENT This Integration Agreement is made and entered into this 2.4i \--, day of January, 2017, by and between the Board of County Commissioners of Collier County,Florida,and as the Ex-Officio Governing Board of the Collier County Water-Sewer District("County"),Orange Tree Utility Co., a Florida corporation ("Orange Tree" or"Utility"), Orangetree Associates, a Florida General Partnership (formerly known as -Orangetree Associates, a joint venture"), and Roberto Built, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827, of the Public Records of Collier County, Florida (collectively "Developer"). RECITALS 1. The panics entered into certain "Development Agreements" dated 1987, 1991, 1996, 1998, and 2012. The Development Agreements obligate Orange Tree and Developer to donate and convey at no cost to the County all water and sewer facilities (the "Orange Tree System")used by Orange Tree in the Orange Tree Service Area. 2. The Development Agreements provide that "in the event the County assumes operation of the interim treatment facilities, all utility facilities shall be conveyed to the County pursuant to County ordinances and regulations then in effect, together with all utility easements required by the County." 3. The customers previously served within the Orange Tree Service Area by Orange Tree shall become customers of the County at such time as the County accepts the conveyance of the Orange Tree System and assumes operation thereof. 4. The Development Agreements provide that Orange Tree and Developer shall cooperate with the County in preparing,providing and obtaining documentation to include,but not be limited to, appropriate affidavits from Orange Tree and Developer and their attorneys as to the title to the subject facility,bills of sale, warranty deeds,easements,subordinations,partial release of lien or other instruments required to assume marketable, clear and unencumbered title to the subject utility facilities at the time of conveyance to the County. 5. The Development Agreements provide that Orange Tree and Developer shall be responsible to have the Orange Tree System in good working order and in compliance with all County, State and Federal requirements when the facilities are conveyed to or vest in the County. 6. Orange Tree and the County have engaged in litigation pertaining to the Development Agreements; most recently including the lawsuit filed by the County in Collier County v. Orange Tree Utility Co., et al.,Case No. 2014-CA-001434(the"Pending Litigation"). 7. To settle the Pending Litigation, the County, Orange Tree and Developer wish to accomplish the transfer of the Orange Tree System from Orange Tree and Developer to the County according to the terms of this Integration Agreement and the Mediated Settlement Agreement in the Pending Lawsuit. , 9R 8. The Board of County Commissioners of Collier County, Florida, possesses all the powers to acquire, own, improve, operate, maintain, and dispose of water and wastewater utility facilities and to otherwise carry out the purposes of the Development Agreements and this Integration Agreement. 9. The County will hold all public hearings required by Florida law concerning the transfer of the Orange Tree System from Orange Tree to the County pursuant to the terms of the Development Agreements and this Integration Agreement is in the public interest and authorizing County officials to sign this Agreement. 10. The County intends to continue to operate the Orange Tree System after transfer of the Orange Tree System by Developer to the County, and the County does not intend to immediately dismantle and disconnect such existing facilities. NOW,THEREFORE,for and in consideration of the mutual premises set forth above acid the covenants, obligations, duties and benefits herein set forth, the County, Orange Tree and Developer agree as follows: ARTICLE I. RECITALS,DEFINITIONS AND CONSTRUCTION SECTION 1.01 RECITALS. The foregoing Recitals are true and correct and are incorporated herein. SECTION 1.02 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings as defined herein unless the context requires otherwise: "Agreement" means this Integration Agreement, including any amendments and supplements hereto executed and delivered in accordance with the terms hereof. "Integration Date" means the date of conveyance of the Orange Tree System to the County to provide for the integration of the Orange Tree System into the County's utility system, such date being set forth in Section 4.05 hereof. "Orange Tree PUD Area" means the area within the Orange Tree Service Area currently owned by Developer. "Orange Tree Service Area" means the area to which Orange Tree is authorized to provide water and/or wastewater service pursuant to authorization granted by the Collier County Water-Sewer Regulatory Authority. "Orange Tree System"means real and personal property used in the operation of Orange Tree's water and wastewater utility system located in Collier County,Florida, including all of the potable water supply, treatment, storage, and distribution systems and wastewater collection, transmission treatment and disposal systems,as more specifically described in Article II herein. "Treatment Plants Property" means the 28 acre parcel identified in section 10.01 of Collier County Ordinance 2012-09. 2 9B SECTION 1.03 CONSTRUCTION AND INTERPRETATION. (A) Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the date this Agreement is executed; and the terns "hereafter"shall mean after the date this Agreement is executed, (B) Each recital, covenant, agreement, representation and warranty made by a party herein shall be deemed to have been material and to have been relied on by the other parties to this Agreement. All parties have participated in the drafting and preparation of this Agreement, and the provisions hereof shall not be construed for or against any party by reason of authorship. SECTION 1.04 SECTION HEADINGS. Any headings preceding the texts of the several articles, sections or appendices in this Agreement and any table of contents or marginal notes appended to copies hereof, shall be solely for the convenience of reference and shall neither constitute a part of this Agreement nor affect its meaning. construction or effect. ARTICLE II. THE ORANGE TREE SYSTEM SECTION 2.01 ORANGE TREE SYSTEM. (A) The assets of Orange Tree and Developer to be conveyed w the County hereunder shall consist of all assets,rights(tangible,real and personal)that Orange Tree or Developer owns or possesses,individually or collectively,on the Integration Date,and which are used in connection with the Orange Tree System and are more specifically identified in Appendices A through D and F and which do not include those assets identified in Appendix E,including the following: (1) All fee simple real property as described in Appendix A,Warranty Deed, hereof; (2) All Easements, rights of ingress and egress, right-of-way utilizations and other access rights of any kind throughout the Orange Tree Service Area,including those described in Appendix B, Assignment of Easements, and any others that Orange Tree or Developer owns or possesses or that are necessary throughout the Orange Tree Service Area for the use of the County to construct,operate and maintain the Orange Tree System; (3) All water and wastewater treatment plants, including water supplies,wells, fire hydrants, backflow prevention devices, collection, transmission, and distribution system piping,pumping,and effluent and disposal facilities of every kind and description whatsoever that are reasonably necessary for the operation of the Orange Tree System, including, without limitation, all trade fixtures, leasehold improvements, lift stations, pumps, generators, controls, tanks, distribution, collection or transmission pipes or facilities,valves,meters,meter assemblies, meter reading devices, service connections, and all other physical facilities, appurtenances and property installations used in the operation of the Orange Tree System including, but not limited to, the items described in Appendix C. Bill of Sale; 3 9B (4) To the extent that they arc controlled by or in the possession of Orange Tree or Developer as of the date notice of intent to assume ownership was issued by the County,all as- built surveys, water and wastewater plans, plats, engineering and other drawings, designs, blueprints, specifications, maintenance and operating manuals, engineering reports, calculations and computer studies; (5) To the extent that they may be transferred, all existing lawfully required regulatory approvals subject to all conditions, limitations or restrictions contained therein; all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the Orange Tree System according to all governmental requirements, as more specifically described in Appendix D, Assignment of Permits and Government Authorizations; (6) The following records existing as of the date notice of intent to assume ownership was issued by County, to the extent such records are within Orange Tree's possession or control that relate to the operation or maintenance of the Orange Tree System: (i)all information required to be maintained related to the Orange Tree System;(ii)all information provided through the due diligence process; (iii) engineering project files; (iv) electronic and paper map files; (v) plans for engineering projects;(vi)environmental files;(vii)developer files;(viii)daily operations logs; (ix) operations files; (x) any consents or administrative orders; (xi) service and warranty records; (xii)equipment logs,operating guides,and manuals located at each plant;(xiii)customer records and database of customer accounts in format described in Section 8.07, hereof; (xiv) updated fixed asset list; and (xv)copies of general ledger by plant; and (7) All claims and rights of Orange Tree or Developer against third parties, whether choate or inchoate,known or unknown, contingent or non-contingent, relating to (a) the Orange Tree System and (b)including a tacking of time periods of County ownership in addition to Orange Tree or Developer ownership time periods for determining any prescriptive easement or adverse possession claim. (B) The Orange Tree System shall be conveyed"as is, where is" by Orange Tree and Developer to the County free and clear of all liens or encumbrances, subject to the Permitted Exceptions. (C) The Orange Tree System does not and shall not include the Excluded Assets as set forth in Appendix E to this Agreement. (D) Within sixty (60) working days after the Integration Date, Orange Tree shall remove all Excluded Assets located on the property and easement areas conveyed to the County. Such removal shall be done in such manner as to avoid(I)any damage to the Orange Tree System and other properties to be occupied by the County, and (2) any disruption to the operation of the Orange Tree System after the Integration Date. Any damage to the Orange Tree System resulting from such removal shall be paid,as soon as reasonably practicable,by Orange Tree. Should Orange Tree fail to remove the Excluded Assets within such sixty(60)day period, the County shall have the right,but not the obligation, (1)to remove the Excluded Assets at Orange Tree's sole cost and expense; (2) to store the Excluded Assets and to charge Orange Tree all reasonable storage costs associated therewith; or (3) to exercise any other right or remedy conferred by this Agreement. 4 9B, Orange Tree shall, as soon as reasonably practicable, reimburse the County for all costs and expenses reasonably incurred by the County in connection with any Excluded Assets not removed from the Orange Tree System by Orange Tree within the timeframe provided above, ARTICLE Ill. ORANGE TREE AND DEVELOPER REPRESENTATIONS SECTION 3.01 ORANGE TREE AND DEVELOPER REPRESENTATIONS. Orange Tree and Developer represent,severally and jointly, as follows: (A) The parties to this Agreement identified as Orange Tree and Developer are the signatories or successors in interest to the signatories of the Development Agreements. (B) Orange Tree and Developer are duly organized, validly existing and in good standing in the State of Florida and arc authorized to do business in this State and possess all requisite corporate power and authority to enter into the transactions contemplated by this Agreement. (C) The execution.delivery and performance of this Agreement and the consummation by Orange Tree and Developer of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Orange Tree and Developer. Assuming due authorization, execution and delivery by the County, this Agreement will be valid and enforceable against Orange Tree and Developer in accordance with its terms, except to the extent that the enforceability thereof may be limited by an applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion of a court of competent jurisdiction in accordance with general principles of equity. (D) Other than the Pending Litigation, which will be settled by the Agreement, and except as described in subsection (L) of Section 3.01, there are no current actions, suits or proceedings, including enforcement actions, at law or in equity pending or threatened against Orange Tree or Developer before any federal, state, municipal or other court, administrative or governmental agency or instrumentality,domestic or foreign,which affect the Orange Tree System or the right and ability of Orange Tree and Developer to make and perform this Agreement; nor are Orange Tree or Developer aware of any facts which to their knowledge are likely to result in any such action,suit or proceeding. Neither Orange Tree nor Developer is in default with respect to any permit, order or decree of any court or of any administrative or governmental agency or instrumentality affecting the Orange Tree System.Orange Tree and Developer agree and covenant that they have a continuing duty to disclose to the County up to and including the Integration Date the existence and nature of all pending judicial or administrative suits, actions, proceedings and orders which in any way relate to the construction, operation or maintenance of the Orange Tree System. (E) Neither Orange Tree nor Developer has dealt with any broker, salesman or finder in connection with the transactions contemplated by this Agreement and no sales commissions or finder's fees are due or payable as a result hereof. 5 p (F) There are no existing and assignable third party warranties or ownership documents that relate to completed or in process construction. (G) Except as described in subsection (L) of Section 3.01, Orange Tree is not in violation of any governmental law, rule, regulation, permit or permit condition and all utility facilities comprising the Orange Tree System are in"good working order and in compliance with all County, State and Federal requirements"as required by Section 11 of the agreement dated May 28, 1991.On November 18,2013,Orange Tree provided the County with an engineer report which must be updated and provided to County not less than thirty(30)days prior to the Integration Date. Neither Orange Tree nor Developer are aware of any facts which would alter the conclusions and representations made to the County by Orange Tree's engineer,Hartman Consultants,LLC, in the report provided to the County by Orange Tree's engineer dated April 16, 2014. (H) The management, officers and directors of Orange Tree and Developer have no knowledge of facts adversely affecting the physical condition of the Orange Tree System which are not readily observable or which have not been disclosed or provided to the County by Orange Tree or Developer. (I) There is no outstanding construction work in process as of the date that Orange Tree and Developer sign this Integration Agreement. (J) Subject to the exceptions set forth in Appendix F, there is no property or property right (including easements and rights of way), used in the operation or required for use in the operation of the Orange Tree System in the delivery of water or wastewater service to any customer which is not owned by Orange Tree or Developer, or to which Orange Tree or Developer do not possess rights to use such property. All such property has been disclosed to the County in this Integration Agreement or an appendix hereto, and such property is to be transferred on the Integration Date to County,at no cost,consistent with the terms of this Integration Agreement and the Development Agreements. (K) Except as described in subsection (L) of Section 3.01, there are no regulatory compliance issues that are outstanding on the date of this Integration Agreement. (L) Orange Tree represents that it has applied to the Florida Department of Environmental Protection("DEP")for permit revisions and modifications to allow on-site disposal of the nano-filtration concentrate from Orange Tree's Water Treatment Plant (WTP) in order to achieve compliance with DEP regulations. The existing off-site disposal of the nano-filtration concentrate was identified as non-compliant with DEP regulations in a notice letter from DEP dated February 25, 2016. In response to that notice letter, and in order to comply with DEP regulations, Orange Tree first applied for a revision to its Industrial Wastewater (1W) permit (FLA397792) to eliminate all slow rate land application of the nano-filtration concentrate and specifically allow the concentrate to be directed to the existing above ground weir structure located on-site at the wastewater treatment plant (WWTP) where it would be mixed with the WWTP's effluent and the blended concentrate and effluent would be received into the existing on-site rapid infiltration basins at the WWTP. DEP issued the requested revision to the 1W permit on June 9, 2016, which was contingent upon DEP's approval of a modification to Orange Tree's WWTP permit(FLA014165) to allow the blended nano-filtration concentrate to be reused in the existing 6 rapid rate infiltration system located on-site at the WWTP. Orange Tree applied for said modification of the WWTP permit on May 12, 2016, and on September 7, 2016 DEP provided notice of intent to issue the requested WWTP permit modification. No person other than the County has indicated any intent to timely challenge DEP's notice of intent to issue the WWTP permit modification.The County hereby agrees that it will not further challenge,and will withdraw all filings indicating any intent to challenge,DEP's notice of intent to issue the modification of the WWTP permit (FLA014165). The County further agrees that it will reasonably cooperate with Orange Tree's efforts to obtain the WWTP permit modification. Orange Tree represents that there is sufficient capacity at the WWTP to allow for all the nano- filtration concentrate from Orange Tree's WTP to be mixed with the WWTP's effluent and received into the existing on-site rapid infiltration basins at the WWTP in accordance with the referenced permit modifications and revisions. There also are alternative methods for disposal of the nano-filtration concentrate that are available to the County following conveyance of the Orange Tree System, including interconnection with the County force main and oil-site disposal on the County-owned parcel north of the WWTP site. (M) There are no affiliates, partnerships,corporations or other entities in which Orange Tree or Developer own any equity interest or which own an equity interest in Orange Tree or Developer which possesses any rights relating to the assets,tangible and intangible, necessary to operate the Orange Tree System. (N) No representation made by Orange Tree or Developer in this Agreement contains any untrue statement of material facts or omits to state any material fact required to make the statements herein contained not misleading. The above representations shall survive the Integration Date for a period of six (6) months, the fulfillment of which representations will remain a continuing obligation of Orange Tree and Developer during such six (6)month period. ARTICLE IV. INTEGRATION OF THE ORANGE TREE SYSTEM SECTION 4.01 COUNTY TO ASSUME OWNERSHIP (A) The County has notified Orange Tree of its intent to assume ownership of the Orange Tree System on the Integration Date. (B) The County agrees to undertake all rights and responsibilities for services related to the Orange Tree System after the Integration Date. Orange Tree agrees that it is required to pay any moneys owing for operation and management costs and expenses related to operation of the Orange Tree System that are accrued and outstanding prior to and including the Integration Date. (C) The County does not assume any debts, liabilities,obligations,or other financial or service obligations of Orange Tree or Developer, except as may be expressly provided hereunder or as may be otherwise provided in writing. The County does not assume and shall not be liable for any expense, assessment, exposure, fine, penalty, liability, act or omission of any kind whatsoever imposed or required by any third party, whether known or unknown, contingent, 7 t 9B liquidated or not liquidated, arising or accruing under contract, tort, or pursuant to statute, rule, ordinance, law,regulation or otherwise,arising or accruing before the Integration Date,regardless of when the claim is made.Orange Tree shall remain liable for and shall pay,perform or discharge all such liabilities and obligations;provided Orange Tree is not hereby limited in its right to contest in good faith any such liabilities or obligations. Other than the Pending Litigation which will be settled by the Agreement, the County does not assume,and is not liable for,any litigation pending at Integration Date involving Orange Tree or the Orange Tree System.Orange Tree and Developer do not assume any debts, liabilities, obligations, or other financial or service obligations relating to County operation of the Orange Tree System accruing after the Integration Date and shall not assume nor be liable for any expense,assessment,exposure,fine,penalty, liability,act or omission of any kind whatsoever imposed or required by any third party, whether known or unknown, contingent, liquidated nor not liquidated, arising or accruing under contract, tort, or pursuant to statute,rule, ordinance,law,regulation or otherwise,based upon facts arising or accruing after the Integration Date. (D) Subject to the property and property rights set forth in Appendix F, Orange Tree and Developer agree that all property and property rights,real and personal,used in the operation of the Orange Tree System and to be conveyed to the County pursuant to this Integration Agreement,shall be owned as of the Integration Date,by either Orange Tree or Developer,and no other,with proper documents confirming such ownership or rights.As to the property and property rights identified in Appendix F, Orange Tree shall use its best efforts to secure hills of sale or other applicable transfer documents in form satisfactory to the. County Attorney prior to the Integration Date. SECTION 4.02 SURVEY. The County shall have the option to order a new or updated survey of any or all real property being insured by a title insurance policy hereunder. Such new surveys shall be at the County's expense. Any such surveys shall (A) be received not less than thirty(30) days prior to the Integration Date and updated thereafter as required by the title insurer; (B) be satisfactory and sufficient for the title insurer to delete the standard exceptions of title insurance coverage concerning encroachments, overlays, boundary line disputes or any other adverse matter which would be disclosed by an accurate survey; (C) be certified as of the then current date to the County, Orange Tree, Old Republic National Title Insurance Company, Attorney's Title Fund Services, LLC, Nabors, Giblin & Nickerson, P.A., or any other parties requested by the County;and(D)show the location ofall improvements and easements.Regarding material adverse matters (i.e., matters that materially interfere with the present use of the real property)disclosed by such surveys and disclosed to Orange Tree,Orange Tree or Developer must use their reasonable best efforts to resolve such matters and assist in removing exclusions to coverage on the title insurance commitment. SECTION 4.03 TITLE VERIFICATION. (A) The County shall obtain, and deliver copies to Orange Tree of, title insurance commitments for the real property, Treatment Plants Property and other material easement interests as may be identified by the County, to be conveyed hereunder as set forth in Appendix A and Appendix B under an ALTA form owner's title insurance policy from the title agent (the "Title Policy"). Orange Tree and Developer will use their reasonable best efforts to cure any 8 9B encumbrances or defects that affect marketability of title to be conveyed to the County, real or personal,prior to the Integration Date. (B) The estate or interests to be insured by the Title Policy shall consist of all real property identified in Appendix A and any easements identified to the insurer by the County, which are necessary for operation of the Orange Tree System. (C) As of the Integration Date,or upon issuance of any Title Policy after the Integration Date,the owner's title insurance policy shall show marketable title to the insured estate or interests vested in the County. All charges and costs for the issuance of the owner's title insurance commitments and policy(ies) shall be paid by the County. (D) Marketable title or other insurable interest shall be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. If the tide conuniunent reflects title exceptions, the County shalt thereafter within ten (10) days, notify Orange Tree and Developer in writing specifying the defects.Orange Tree and Developer shall use their reasonable best efforts to cure any encumbrances or defects that affect marketability of title prior to the Integration Date. SECTION 4.04 TRANSFER,ASSIGNMENT AND ASSUMPTION. (A) Subject to Section 5.02, on the Integration Date, Orange Tree and Developer shall transfer, assign and convey to the County by way of the Transfer, Assignment and Assumption Agreement attached as Appendix G hereto(1)all of their rights, remedies,powers, title or interest in the Orange Tree System,including any rights,remedies,powers,title or interest arising by virtue of any franchise or certificate of authorization granted to Orange Tree or arising by virtue of the County's assumption of the ownership, operation and control of the Orange Tree System; and (2) all of their rights, privileges, casements, licenses, prescriptive rights, rights of way. rights of use of public and private roads, highways, streets, railroads, or other areas owned or used by Orange Tree or Developer in connection with the construction, reconstruction, installation, expansion, maintenance and operation of the Orange Tree System. (B) On and after the Integration Date, Orange Tree's obligation or responsibility to act or serve as a provider of water or wastewater services as owner of the Orange Tree System will terminate and the County will assume the obligation and responsibility to provide water and wastewater services as a governmentally owned and controlled service provider within the area previously served by Orange Tree. Orange Tree shall use its reasonable best efforts to assign to the County any agreements it has with third-parties relating to the operation of the Orange Tree System. The County will assume the obligations and responsibilities of Orange Tree under any agreements relating to the Orange Tree System which are expressly assumed by the County pursuant to the Transfer, Assignment and Assumption Agreement, attached hereto as Appendix G. (C) On the Integration Date, Orange Tree and Developer shall terminate the Amended and Restated Lease Agreement, the term of which commenced on January 1,2002,and waive the provision contained in Section 3B of the Land Trust Agreement dated January 27, 1986,allowing for the sale of trust property. 9 9g (D) Within thirty(30)days after the County executes this Agreement,the County shall commence all requisite action to notify, apply for and seek the transfer of the permits and governmental approvals, if transferable, described in Appendix D hereof, including, but not limited to, the procedures referenced in Rule 62-4.120, Florida Administrative Code (1990), 40 C.F.R. § 122.63(d)(1998)and 47 C.F.R. §73 (1998)and the County,Orange Tree,and Developer shall use all reasonable efforts to obtain the transfer of such permits. Orange Tree and Developer shall timely cooperate and provide all reasonably necessary assistance in this endeavor, including, but not limited to, execution at the Closing of the permit transfer applications prepared by the County. Upon the Closing, the County shall assume all obligations under the permits and governmental approvals necessary for the continued operation of the Orange Tree Utility System. The County and Orange Tree acknowledge that the transfer of permits cannot be effectuated until after the Closing of the transactions contemplated by this Agreement,and as such shall constitute a post-Integration Date obligation of the parties until completed. Charges and costs incurred by either Orange Tree and Developer,on the one hand, or County, for the transfer of permits shall be paid by the respective parties. SECTION 4.05 INTEGRATION DATE AND PLACE OF CLOSING; PROCEDURES. (A) The County and Orange Tree hereby establish the Integration Date as March 1, 2017, or such earlier date should the parties mutually agree or such later date should the County require such time to complete due diligence activities or should County agree to give Orange Tree or Developer additional -time to fulfill its obligations under this Agreement. (B) On the Integration Date, Orange Tree and Developer shall furnish a certificate reaffirming the representations as set forth in this Agreement up to the Integration Date. (C) On the date that this Integration Agreement is signed by each party,the parties shall sign and deliver to escrow each of the pertinent transfer documents provided in the appendices hereto. These transfer documents shall remain in escrow and be held by the escrow agent, Cheffy Passidomo„ P.A., until the Integration Date or such time as provided in the Escrow Agreement, attached hereto as Appendix H. (D) In addition to the release of documents from escrow as described in section 4.05(C), on the Integration Date, Orange Tree and Developer shall deliver to the County: (I) Non-foreign affidavits, no-lien affidavits, "gap" affidavits, waivers and releases of lien or such other forms as are customarily required for issuance of the title insurance policy referenced herein; (2) Any corporate, trust or partnership resolutions or documents, affidavits, certificates,estoppel certificates, corrective instruments, releases, satisfactions or terminations as deemed necessary by counsel for the County; (3) Those instruments required by the title insurer insuring the real property set forth in Appendix A or easements or other rights including,but not limited to,those identified in Appendix B; and 10 9B (E) County shall pay all taxes, fees or other charges necessary for transfer, filing or recording of the documents delivered by Orange Tree and Developer to the County on the Integration Date. ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY. Consistent with the County's obligation to expand the on-site water and wastewater treatment plants or otherwise provide such levels of treatment capacity as required to meet Developer's demand, and to ensure that the County possesses sufficient knowledge of when Developer's projected demand shall be required in the future, Developer and Orange Tree shall provide to County,to the attention of Dr.George Yilinaz,Administrator,Collier County Public Utilities, or his successor, at Public Utilities Division, 3339 Tamiami Trail East, Suite 301, Naples, Plonda 34112, on January I of each year following the Integration Date, and until build out of the Orange Tree Planned Unit Development,a schedule identifying connections made in the prior year and Developer's plans and projections for growth for the next three (3) years, together with documents or data substantiating such plans and projections. Developer and Orange Tree acknowledge and agree that the provision of this information to the County is required to provide the County proper notice of the prospective needs of Developer and Orange Tree in the Orange Tree Service Area. SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES.The County will provide Developer or its successors with an impact fee or connection charge credit toward new utility connections to the extent of any"net excess capacity," if any,in the Orange Tree water and wastewater system at the time of transfer. The parties agree that the independent professional engineering firm of Hole Montes has been retained and was jointly paid by the parties to audit the Orange Tree water and wastewater system to determine total excess capacity over current uses of the water and wastewater system, and that on August 19, 2015, Hole Montes issued its Final Report entitled "Orange Tree Utility Company Capacity and Service Commitment Review" ("Hole Monies Report"), which is attached as Appendix I. The parties further agreed to retain and jointly pay Hole Montes to update the Hole Montes Report to account for any changes in net excess capacity, if any, in the Orange Tree water and wastewater system resulting from Equivalent Residential Connections("ERCs")which have been allocated or sold to developers or builders since August 19, 2015 through and including the Integration Date ("Updated Hole Monies Report"),and that the Updated Hole Montes Report shall establish the net excess capacity for the Orange Tree water and wastewater system and the corresponding number of ERCs to which the Developer, Orange Tree or their successors and assigns shall be entitled. The County agrees that any change in its impact fee rate schedule will not affect the number of ERCs provided to Developer, Orange Tree, or their successors and assigns. In no event will Developer be entitled to credit for more ERCs than are necessary to service the Orange Tree PUD Area. 11 9B ARTICLE VI. OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6.01 CONDUCT OF PARTIES AFTER SIGNING THIS AGRE EM ENT. (A) At all times prior to the Integration Date, the parties shall act in compliance with the Joint Stipulation executed by the parties as part of the Pending Lawsuit, a copy of which is attached hereto as Appendix J. The County shall have the right, at any reasonable time during normal business hours with four(4)days prior notice to Orange Tree,to enter upon Orange Tree's or Developer's property to inspect the Orange Tree System, to familiarize itself with day-to-day operations including access to billing hardware and software, to review the operational practices of Orange Tree, to coordinate with Orange Tree the necessary transition activities, and to ensure compliance with any and all federal and state regulatory requirements; provided, however, that such access shall not be had or done in any manner so as to unreasonably intertere with the normal conduct of the Orange Tree System. (B) Orange Tree and Developer have represented to County that, except as described in subsection(L)of Section 3.01, there are no regulatory compliance issues affecting the Orange Tree System that are outstanding on the date of this Agreement. In the event that Orange Tree or Developer shall be notified of the existence of a regulatory compliance issue affecting the Orange Tree System, the County shall have the opportunity to participate in all negotiations with appropriate regulatory agencies concerning the necessary corrective actions and compliance timelines associated with all regulatory compliance issues. However,prior to the Integration Date, Orange Tree and Developer shall have the final authority on any corrective actions and decisions related to any regulatory compliance issue,and will be solely liable for all obligations to pay any monetary penalties, fines,assessments or administrative costs or other monetary judgments of any kind in addition to capital costs as may be associated with achieving regulatory compliance. ARTICLE V11. POST-INTEGRATION COMMITMENTS SECTION 7.01 TREATMENT PLANTS PROPERTY. (A) Pursuant to the Development Agreements,as amended by Ordinance 12-09,at such time as the County discontinues operation of the water treatment plant or the wastewater treatment plant located on the Treatment Plants Property, and the provisions of section 10.01 of Ordinance 2012-09 are satisfied by Orange Tree and Developer, the County will vacate that portion of the Treatment Plants Property no longer required by the County. (B) Upon discontinuance of the water treatment plant or the wastewater treatment plant, the County shall perform an environmental audit relating to the portion of the Treatment Plants Property reverting to Developer of the same scope as the environmental audit provided to the County by Developer and Orange Tree prior to the Integration Date, and the County agrees to remedy any environmental issues at its own cost and (b) the County agrees to dismantle and remove all improvements identified by the County as no longer being used or useful in the continued operation of the facilities to remain on the Treatment Plants Property, at the County's 12 98 cost, within 24 months of the County's discontinuance of the water or the wastewater treatment plant. SECTION 7.02 FURTHER ASSURANCES. (A) Orange Tree and Developer shall, after the Integration Date, upon reasonable request of the County and at no cost to the County, execute,assign, acknowledge and deliver, or cause to be executed, assigned, acknowledged and delivered, all such further documents, acts, deeds, easements, assignments, transfers, powers of attorney and assurances that are in the ownership or control of Orange Tree and Developer and as may be reasonably required in order to implement and perform any of their obligations set forth in this Agreement and the Development Agreement including,but not limited to,such easements as may be necessary for County to serve additional areas within the Orange Tree PUD not served by Orange Tree on the Integration Date. (B) Orange 'Flee and Developer hereby agree to provide to County at no cost,prior or subsequent to the Integration Date, such easements,deeds, assignments,consents, or other things or acts as may be reasonably required by the County to operate the Orange Tree. System as presently operated subsequent to the Integration Date. ARTICLE VIII. GENERAL PROVISIONS SECTION 8.01 TERM OF AGREEMENT. The term of this Agreement shall commence upon approval and execution of this Agreement by the parties and shall terminate upon conveyance of the Orange Tree System to the County on the Integration Date except as to rights or obligations which expressly extend beyond the Integration Date pursuant to the terms of this Agreement. SECTION 8.02 DISPUTE RESOLUTION. (A) The parties agree to resolve any dispute related to the interpretation or performance of this Agreement in the manner described in this Section 8.02.Either party may initiate the dispute resolution process by providing written notice to the other party. (B) After transmittal and receipt of a notice specifying the area or areas of disagreement, the parties agree to meet at reasonable times and places, as mutually agreed upon, to discuss the issues. (C) If discussions among the parties fail to resolve the dispute within 60 days of the notice described in Section 8.02(A) hereof, the parties shall appoint Robin Doyle to act as a mediator. If Robin Doyle is unable to act as mediator, the parties shall appoint a mutually acceptable neutral third party mediator. If Robin Doyle is unavailable and the parties are unable to agree upon a mediator,the County will request appointment of a mediator by the Chief Judge of the Circuit Court of the Twentieth Circuit in and for Collier County, Florida. The mediation contemplated by this Section 8.02(C) is intended to be an informal and non-adversarial process with the objective of helping 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 issues, fostering joint problem-solving, and exploring settlement alternatives. It is 13 99 understood that any settlement requires approval of the Board of County Commissioners of Collier County and the board of directors of Orange Tree and Developer. (D) If the parties are unable to reach a mediated settlement within 120 days of the mediator's appointment,either party may terminate the settlement discussions by written notice to the other party. In such event, either party may initiate binding arbitration pursuant to the Florida Arbitration Code within 120 days of the notice terminating the settlement discussions.In the event arbitration is invoked by either party, the parties shall appoint one mutually acceptable arbitrator. If the parties are unable to agree to an arbitrator, the County will request appointment of an arbitrator by the Chief Judge of the Circuit Court of the Twentieth Circuit in and for Collier County, Florida. Failure by the party initiating the dispute resolution procedure to commence arbitration within the 120 day period shall be deemed to constitute an acceptance of the interpretation or performance of the other party. SEC-IION 8.03 EN"!IRE AGREEMENT.This Agreement, together with the terms of the Mediated Settlement Agreement entered between the parties in the Pending Litigation, constitutes the entire agreement among the parties pertaining to the subject matter hereof. SECTION 8.04 AMENDMENTS AND WAIVERS. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties hereto.No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement,whether or not similar,unless otherwise expressly provided. Each such amendment, supplement,modification or waiver of this Agreement shall be filed with the Clerk of the Circuit Court of Collier County, SECTION 8.05 NOTICES. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail,postage prepaid,to the parties at the following addresses: Orange Tree: Stephen Lowitz 3521 North 53rd Avenue Hollywood,Florida 33021 Developer: Roberto Both 4500 Executive Drive Suite 110 Naples,Florida 34119 With copy to: D. Bruce May,Jr. Holland&Knight LLP 315 S. Calhoun Street, Suite 600 Tallahassee,Florida 32301 County: Dr. George Yilmaz,Administrator Collier County Public Utilities Division 3301 East Tamiami Trail Naples,Florida 34112 14 913 With copy to: Jeffrey A. Klatzkow,Esq. Collier County Attorney 3299 East Tamiarni Trail, Suite 800 Naples,Florida 34112 With another copy to: Paul Ullom Carton Fields 4221 West Boy Scout Blvd,Suite 1000 Tampa Florida 33607 Brian Armstrong, Esq. Armstrong Law Firm P.O.Box 5055 Tallahassee, Florida 32314 Either of the parties may,by notice in writing given to the others,designate any further or different address to which subsequent notices, certificates or other communications shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand or facsimile transmission or three days after the date mailed. SECTION 8.06 PROPERTY TAXES.Orange Tree shall be required to escrow through the Title Agent for payment to the Tax Collector of Collier County an amount equal to the current ad valorem taxes and assessments due (real and personal), prorated through the Integration Date in accordance with section 196.295, Florida Statutes. The County shall cooperate with Orange Tree in its effort to recover any taxes paid in excess of that due through the Integration Date. SECTION 8.07 ACCOUNTS RECEIVABLE; CUSTOMER DEPOSITS. (A) Orange Tree hereby agrees to cooperate with the County to ensure an orderly transition of all of its customers with respect to billing and customer service activities including, but not limited to, working with the County on a compatible format for transfer of customer data. (B) The parties agree that the County will be entitled to all customer billings with respect to water and wastewater collection and treatment services for the period on or after the Integration Date,and Orange Tree will be entitled to all such billings prior to the Integration Date, such prior billings being considered an Excluded Asset under this Agreement. (C) The County, Orange Tree and the Developer agree that customer confusion concerning the transition of the Orange Tree System to County ownership will be reduced if the customers receive their initial bill for services rendered by the County (the "Initial Bill") in the same billing cycle previously used by Orange Tree. The parties agree that the Integration Date is March 1, 2017. To avoid customers receiving two bills,one from Orange Tree and one from the County, for services rendered during such billing cycle, the County, Orange Tree and the Developer agree that Orange Tree shall read all customer meters at least one day prior to the Integration Date. Orange Tree shall use meter reading data collected to calculate the revenue to which Orange Tree is entitled for services rendered prior to the Integration Date (the "Unbilled Revenue")and provide such information to the County, including all support data used by Orange Tree to calculate such revenue.The County shall initially read customer meters on the date or dates indicated by Orange Tree's established billing cycle and the County shall render the initial Bill to 15 98 customers. As payments are received by the County after the Integration Date from customers related to the Initial Bill, the County shall forward Unbilled Revenue associated with each customer account to Orange Tree, less an administrative fee of five percent (5%) for each such payment. (D) Orange Tree shall credit all customer deposits and accrued interest against the final billing statement rendered by Orange Tree to its customers. (E) If Orange Tree receives a payment after the Integration Date from a former customer associated with the Initial Bill, such payment shall be delivered to the County within seven(7)business days of Orange Tree's receipt of such payment, without any right of setoff. SECTION 8.08 CONNECTION CHARGES. (A) Sums collected by Orange Trcc in the vidiusty outc of businessft future connections to the Orange Tree System in the form of contributions in aid of construction, refundable advances, connection charges, including capacity, deferred standby fees and service availability charges of any type(collectively referred to herein as"Connection Charges")up to the Integration Date shall remain Orange Tree's sole and separate property. (B) All sums collected after the Integration Date relative to the use of,or connection to, the Orange Tree System shall be paid to the County, with no claim of Orange Tree therefore. SECTION 8.09 PROFESSIONAL FEES;COSTS.Each party has been responsible for securing its own counsel for representation in connection with the negotiation of this Agreement, and all other matters associated with performance, termination or the closing of the conveyance contemplated hereunder: and each party shall be responsible for the payment of the fees of its own attorneys, bankers, engineers, accountants, and other professional advisors or consultants in connection therewith. SECTION 8.10 TRANSITION COORDINATION. The parties acknowledge and agree that they must prepare for an orderly and efficient transition of operations,customer service and billing activities to the County and, as such, the County and Orange Tree will take all steps necessary and exert their respective best efforts,to include information sharing,test programming and test billing,document sharing and such other activities,so as to create a seamless transition of such activities on or around the Integration Date, SECTION 8.11 NOTICES; COMMUNICATIONS. Orange Tree, Developer and County shall work collaboratively to accomplish the goals of this Agreement and the related timing and content of notices,public statements and communications of any nature with the public or any customer or customers of Orange Tree regarding the Orange Tree System Integration contemplated by this Agreement. Orange Tree and Developer shall timely file any information or applications as may be required by the Collier County Water-Sewer Regulatory Authority and the County shall issue notices required by Florida law regarding the County's consideration of the Integration Agreement. SECTION 8.12 RISK OF LOSS.At all times prior to and through the Integration Date, Orange Tree shall maintain adequate fire and extended insurance coverage for the cost of any 16 98 repairs to the Orange Tree System that may be required by casualty damage.The risk of loss during the said period of time shall fall upon Orange Tree.The risk of loss shall pass to the County at the Integration Date. SECTION 8.13 NO THIRD PARTY BENEFICIARIES.This Agreement is solely for the benefit of the parties hereto and no other causes of action shall accrue upon or by reason hereof to or for the benefit of any third party who or which is not a signatory hereto. SECTION 8.14 ASSIGNMENT OF THIS AGREEMENT. This Agreement shall not be assigned in whole or in part by either party, and any attempt by either party to assign shall be void ab initio. Nothing in this Section shall affect the right to assign ERCs as set forth in Section 5.02. SECTION 8.15 BINDING EFFECT. To the extent provided herein, this Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties,their respective successors and assigns. SECTION 8.16 SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 8.17 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 8.18 APPLICABLE LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any action or proceeding to construe or enforce the provisions of this Agreement shall be in the Twentieth Judicial Circuit in and tbr Collier County, Florida. SECTION 8.19 ATTORNEY'S FEES, COSTS AND EXPENSES. The parties executing this Agreement, including their respective successors and assigns, shall be entitled to reasonable attorney's fees and costs, including appellate attorney's fees and costs, incurred as a prevailing party in connection with any litigation under this Agreement, and also including attorney fees and costs incurred as a. prevailing party in exercising or enforcing the rights to attorneys' fees and costs provided or incorporated herein. SECTION 8.20 INTENT;BINDING EFFECT.This Agreement is intended to identify, specify and carry out certain procedures, covenants, obligations and responsibilities arising from the Development Agreements, Collier County Ordinance Nos. 87-13, 12-09 and other applicable ordinances,and the 1986 Settlement and Zoning Agreement concerning the provision of water and wastewater service to the Orange Tree Service Area, SECTION 8.21 EXCULPATION OF TRUSTEE.Trustee has executed this Agreement solely in the capacity as trustee and not individually. Therefore, notwithstanding anything to the contrary contained in this Agreement, the parties agree that (i) all covenants, agreements, undertakings and any other obligations of Orange Tree or Developer, or pursuant to any documents,instruments or agreements provided hereto,or which involve the Orange Tree System 17 99 or any portion thereof, are not intended to impose, and shall not be construed as imposing, any personal or other liability upon Trustee, individually; (ii)no party shall have any claim, demand, action or cause of action whatsoever against Trustee, individually,arising out of or relating to this Agreement or the transaction contemplated hereby. 18 913 LN WITNESS WHEREOF,the Board of County Commissioners Collier County,Florida, as the Governing Body of Collier County and Ex-Officio the Governing Board of the Collier County Water-Sewer District,has caused this Utility System Integration Agreemenyto be executed and delivered this2.44-4ay of January, 2017. .,. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE E_ GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT I BY: , 44, Penny Taylor,C airman ATTEST: DWIGHT E. BROCK, Clerk , - BY: cit.. .„ I „air/ "WL ( , Deputy Clerk link Attest as 1 - ' •!1.- signature only., Approved a1to )'111 and lea,lity: ,d, l f BY: Jeffrey A. Klat*ko County Attorn% tf.\ I Item# Agenda 1,- 4—n Date ----- Date 1 Rec'd --- I 9 -111-6Deputy r 9B IN WITNESS WIIEREOF, Orange Tree Utility Co. has caused this Integration Agreement to be executed and delivered this day of January,2017. WITNESSES: ORANGE TREE UTILITY CO., a Florida Corporation(L.S.) _,„,--- / / ,...- _Signat re ignature 1--.V14-1•11,.q, VVM.k...€1e1.—, 2-10 an IAA Printed Name Printed Name <41 a, l.a. -pas Iv 6t.vi Signature Title -NA CLA-0-A, ‘ C e?' • t t± Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of 2017, by 74:4 --,a--ro st+L-4,-1-- , as on behalf of Orange Tree Utility Co., a Florida corporation, who is I personally known to me. of------ . : 4•... . ......._....-._ ,„ -itlentifiGation, TriN-tyvvviDv[ ,,,,,-...r.-.. meaty PEARCE D001410t4 Signature of Niotbry Public 10" A MY CCOAISSION Of Oltati $1., i *1 - ' Met aga,sit i tte it.," sx,bd Thro 'mituntines. itytkeil-vi g_rthax4rt4 Printed Name of Notary Notary Public-State of Florida Commission No.: 20 99 IN WITNESS WHEREOF,Orangetree Associates has caused this Integration Agreement to be executed and delivered this day of January 2017. WITNESSES: ORANGETREE ASSOCIATES,a Florida General Partnership(flkla Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partner,- 4,Xt-/"Yvt.l. 171?itftkit z fr S tgnatur ignature C16 9-.06e-Adtv t.be-titdr Printed Name Printed Name \-11,01c7S-A: ?ZeS2/C- 9r1. 4 ignature Title Printed Name By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as Genet. artner By: _doom -wider" Signature ature i•--dart,.1‘G AA142-r--e(L- (11:021VD Cu-4 Printed Name Printed Name (9, i- 6D)- C2)619i— PYMSA clefs,ignature Title CIA-&t( ( ti± Printed Name 21 9B STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of January,2017, by'Ro&eitsrt) .4-•- , as per, '_ on behalf of Springhill of Collier County, Inc. and. Enterprises of Hollywood, Inc., Florida corporations, as General. Partners of Orangetree Associates, who is personally known to me,or who has produced as identification. 1 1t.TPGI &Tt�Oiltt!ON iikViVL�V1 MY O yO�NrI�rr9R Signature of Notary Public Y MaunRls V4,47- Pinevild Mew Maley Mk Ueidendero r_twieotz-L-4 Printed Name of Notary Notary Public-State of Florida. Commission No.: IN WITNESS WHEREOF, ROBERTO BOLLT, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at Official Records Book 1347, Page 2331,and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827, of the Public Records of Collier County, Florida, has caused this Integration Agreement to be executed and delivered this day of January, 2017.. WITNESSES: y �� ✓'" By; r',y'r ..• Si ae � t ;,�ature ROBERTO BOLLT, as Successor Trustee of the Land Trust Agreement r.SiV I Jt'G + dated January 27, 1986,recorded at Printed Name Official.Records Book.1.347,Page 2331, and amended June 26, 1996 and recorded t 4227C— ,-�� in Official Records Book 2250,Page A .. -___. 1827,of the Public Records of Collier Signature County,Florida Printed Name 22 9B STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of January, 2017,. by Roberto Boit, as Successor Trustee of the Land Trust Agreement dated January 27, 1986,who is personally known to me,-cn-- was det ' y Signature of Ntary Public „K ., w mig ais .. � ppm Area,Sit 1 ',1'40 /aadrd'tim Whin lt+le {� �`f c 2:riTtNI Printed Name of Notary Notary Public-State of Florida. Commission No.: 23 9B ' Exhibit C Exhibits From OTU Annual Reports . ,, 9B CLASS "A" OR "B" WATER and/or WASTEWATER UTILITIES (Gross Revenue of More Than $200,000 Each) ANNUAL REPORT OF Orange Tree Utility Company, Inc. Exact Legal Name of Respondent 418W / 419S Certificate Numbers Submitted To The Collier County Government • ::,,,,,,,,, .:,,,,,,,:,::::.... .....:.::,:,„,-;,.......„:„„i,i,:: ,,..„„„„„„„: ".:::..... ..„ ::.:. :„....„., ......... „,„„:i...:.... ..,:„„, .„,: .... ::: .:::.:...:„.• ,,:,::.. ..:::......... . 0 -.. .:*. ..:::.::,.... ..,::::....:::„„,„„,....,.:.:.... - ....:.:. .ii::::v..::•:. .- :1 •.:,,„,:,. .:...." :: r: t / iir Collier County Water and Wastewater Authority FOR THE YEAR ENDED DECEMBER 31 , 2015 Form PSC/WAW 3(Rev 12/99) 9B CERTIFICATION OF ANNUAL REPORT YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company. inc. December 31,2015 i HEREBY CERTIFY.to the best of my knowledge and belief: YES NO ( X ) ( ) 1. The utility is in substantial compliance with the Uniform System of Accounts prescribed by the Florida Public Service Commission. YES NO ( X ) ( ) 2. The utility is in substantial compliance with all applicable rules and orders of the Florida Public Service Commission. YES NO ( X ) ( ) 3. There have been no communications from regulatory agencies concerning noncompliance with,or deficiencies in,financial reporting practices that could have a material effect on the financial statement of the utility. YES NO ( X ) ) 4. The annual report fairly represents the financial condition and results of operations of the respondent for the period presented and other information and statements presented in the report as to the business affairs of the respondent are true,correct and complete for the period for which it represents, Items Certified • ( X ) ( X ) ( X ) ( X ) (s•natu., of the chief ex cutive officer of the utility) 1, 2. 3. 4. ) ) ) ) (signature of the chief financial officer of the utility) • Each of the four items must be certified YES or NO. Each item need not be certified by both officers, The items being certified by the officer should be indicated in the appropriate area to the left of the signature. NOTICE: Section 837.06,Florida Statutes,provides that any person who knowingly makes a false statement in writing with the intent to mislead a public servant in the performance of his duty shall be guilty of a misdemeanor of the second degree. E.1 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 PARENT t AFFILIATE ORGANIZATION CHART Current as of 12/31115 Complete below an organizational chart that shows all parents and subsidiaries of the utility. The chart must also show the relationship between the utility and the affiliates listed on E-7, E-10(a)and E-10(b). Not applicable E-5 9E YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 BUSINESS CONTRACTS WITH OFFICERS,DIRECTORS AND AFFILIATES List all contracts, agreements, and other business arrangements*entered into during the calendar year(other than compensation related to position with Respondents)between the Respondent and officer and director listed on Page E-6. In addition, provide the same information with respect to professional services for each firm, partnership,or organization with which the officer or director is affiliated. NAME OF OFFICER, IDENTIFICATION OF NAME AND ADDRESS OF DIRECTOR OR AFFILIATE SERVICE OR PRODUCT AMOUNT AFFILIATED ENTITY (a) (b) (C) (d) Orange Tree Associates Management fees $ 150,000 including time spent with lawyers. Business Agreement, for this schedule, shall mean any oral or written business deal which binds the concerned parties for products or services during the reporting year or future years. Although the Respondent and/or other companies will benefit from the arrangement,the officer or director is, however, acting on his behalf or for the benefit of other companies or persons. E-7 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 AFFILIATION OF OFFICERS AND DIRECTORS For each of the officials listed on page E-6, list the principal occupation or business affiliation and all affiliations or connections with any other business or financial organizations,firms, or partnerships. For purposes of this part, an official will be considered to have an affiliation with any business or financial organization,firm or partnership in which he is an officer, director,trustee, partner, or a person exercising similar functions. PRINCIPAL OCCUPATION AFFILIATION NAME AND ADDRESS OR BUSINESS OR OF AFFILIATION NAME AFFILIATION CONNECTION OR CONNECTION (a) (b) (c) (d) Roberto Bollt President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 Stephen G. Lowitz Vice President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 E-8 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 BUSINESSES WHICH ARE A BYPRODUCT,COPRODUCT OR JOINT PRODUCT RESULT OF PROVIDING WATER OR SEWER SERVICE Complete the following for any business which is conducted as a byproduct, coproduct or joint product as a result of providing water and/or sewer service. This would include any business which requires the use of utility land and facilities. Examples of these types of businesses would be orange groves, nurseries, tree farms,fertilizer manufacturing, etc. This would not include any business for which the assets are properly included in Account 121 -Nonutility Property along with the associated revenues and expenses segregated out as nonutility also. ASSETS REVENUES EXPENSES BUSINESS OR BOOK COST SERVICE OF ACCT. REVENUES ACCT. EXPENSES ACCT. CONDUCTED ASSETS NO. GENERATED NO. INCURRED NO. (a) (b) (c) (d) (e) (f) (g) None $ $ $ E-9 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 BUSINESS TRANSACTIONS WITH RELATED PARTIES List each contract, agreement,or other business transaction exceeding a cumulative amount of$500 in any one year, entered into between the Respondent and a business or financial organization,firm, or partnership named on pages E-2 and E-6 identifying the parties, amounts, dates and product, asset, or service involved. Part I. Specific Instructions: Services and Products Received or Provided 1. Enter in this part all transactions involving services and products received or provided. 2. Below are some types of transactions to include: -management, legal and accounting -material and supplies furnished services -leasing of structures, land and -computer services equipment -engineering &construction services -rental transactions -repairing and servicing of equipment -sale, purchase or transfer of various products CONTRACT OR ANNUAL CHARGES DESCRIPTION AGREEMENT (P)urchased NAME OF COMPANY SERVICE AND/OR EFFECTIVE or OR RELATED PARTY NAME OF PRODUCT DATES (S)old AMOUNT (a) (b) (c) (d) (e) None E-10(a) 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 BUSINESS TRANSACTIONS WITH RELATED PARTIES Part II. Specific Instructions: Sale, Purchase and Transfer of Assets 1. Enter in this part all transactions relating 3. The columnar instructions follow: to the purchase, sale or transfer of assets. (a) Enter name of related party or company. 2. Below are examples of some types of (b) Describe briefly the type of assets transactions to include: purchased, sold or transferred. (c)Enter the total received or paid. Indi- -purchase,sale or transfer of equipment. cate purchase with"P"and sale with"S". -purchase, sale or transfer of land (d) Enter the net book value for each item and structures. reported. -purchase, sale or transfer of securities. (e)Enter the net profit or loss for each item -noncash transfers of assets. (column (c)-column (d)). -noncash dividends other than stock (f)Enter the fair market value for each item dividends. reported. In space below or in a sup- -writeoff of bad debts or loans. plemental schedule,describe the basis used to calculate fair market value. SALE OR NET GAIN FAIR NAME OF COMPANY PURCHASE BOOK OR MARKET OR RELATED PARTY DESCRIPTION OF ITEMS PRICE VALUE LOSS VALUE (a) (b) (c) (d) (e) (f) None $ $ $ $ E-10(b) 9 B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 COMPARATIVE BALANCE SHEET-ASSETS AND OTHER DEBITS ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR (a) (b) (c) (d) (e) UTILITY PLANT 101-106 Utility Plant F-7 $ 10,023,550 $ 9,959,758 108-110 Less: Accumulated Depreciation and Amortization F-8 _ (4,349,864) (3,904,236) Net Plant 5,673,686 6,055,522 114-115 Utility Plant Acquisition Adjustments(Net) F-7 116* Other Plant Adjustments(specify) Total Net Utility Plant • 5,673,686 6,055,522 OTHER PROPERTY AND INVESTMENTS 121 Nonutility Property F-9 122 Less: Accumulated Depreciation and Amortization Net Nonutility Property 123 Investment in Associated Companies F-10 124 Utility Investments F-10 125 Other Investments F-10 126-127 Special Funds F-10 Total Other Property and Investments CURRENT AND ACCRUED ASSETS 131 Cash 256,860 192,041 132 Special Deposits F-9 133 Other Special Deposits F-9 134 Working Funds 135 Temporary Cash Investments 1,421,397 1,474,154 141-144 Accounts and Notes Receivable, Less Accumulated Provision for Uncollectable Accounts F-11 56,765 54,258 145 Accounts Receivable from Associated Companies F-12 146 Notes Receivable from Associated Companies F-12 151-153 Materials and Supplies (77) (77) 161 Stores Expense 162 Prepayments 10,633 10,633 171 Accrued Interest and Dividends Receivable 172* Rents Receivable 173* Accrued Utility Revenues 174 Misc. Current and Accrued Assets F-12 5,889 5,510 Total Current and Accrued Assets 1,751,467 1,736,519 *Not Applicable for Class B Utilities F-1(a) 98 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE BALANCE SHEET-ASSETS AND OTHER DEBITS ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR (a) (b) (c) (d) (e) DEFERRED DEBITS 181 Unamortized Debt Discount& Expense F-13 182 Extraordinary Property Losses F-13 183 Preliminary Survey and Investigation Charges 184 Clearing Accounts 185* Temporary Facilities 186 Misc. Deferred Debits F-14 187* Research &Development Expenditures 190 Accumulated Deferred Income Taxes Total Deferred Debits TOTAL ASSETS AND OTHER DEBITS $ 7,425,153 $ 7,792,041 *Not Applicable for Class B Utilities NOTES TO THE BALANCE SHEET The space below is provided for important notes regarding the balance sheet. F-1(b) 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE BALANCE SHEET-EQUITY CAPITAL AND LIABILITIES ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR (a) (b) (c) (d) (e) EQUITY CAPITAL 201 Common Stock Issued F-15 $ 1,000 $ 1,000 204 Preferred Stock Issued F-15 202,205* Capital Stock Subscribed 203,206* Capital Stock Liability for Conversion 207* Premium on Capital Stock 209* Reduction in Par or Stated Value of Capital Stock 210* Gain on Resale or Cancellation of Reacquired Capital Stock 211 Other Paid-in Capital 614,848 614,848 212 Discount on Capital Stock 213 Capital Stock Expense 214-215 Retained Earnings(Deficit) F-16 (1,795,522) (1,561,162) 216 Reacquired Capital Stock 218 Proprietary Capital (Proprietorship and Partnership Only) Total Equity Capital (Deficit) (1,179,674) (945,314) LONG TERM DEBT 221 Bonds F-15 222* Reacquire Bonds. 223 Advances from Associated Companies F-17 224 Other Long Term Debt F-17 Total Long Term Debt CURRENT AND ACCRUED LIABILITIES 231 Accounts Payable 112,303 66,251 232 Notes Payable F-18 233 Accounts Payable to Associated Co. F-18 780,797 630,797 234 Notes Payable to Associated Co. F-18 235 Customer Deposits 99,375 114,601 236 Accrued Taxes 3,296 730 237 Accrued Interest F-19 238 Accrued Dividends 239 Matured Long Term Debt 240 Matured Interest 241 Miscellaneous Current and Accrued Liabilities F-20 191 191 Total Current and Accrued Liabilities 995,962 812,570 * Not Applicable for Class B Utilities F-2(a) 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 COMPARATIVE BALANCE SHEET-EQUITY CAPITAL AND LIABILITIES ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR (a) (b) (c) (d) (e) DEFERRED CREDITS 251 Unamortized Premium on Debt F-13 252 Advances for Construction F-20 150 150 253 Other Deferred Credits F-21 255 Accumulated Deferred Investment Tax Credits Total Deferred Credits 150 150 OPERATING RESERVES 261 Property Insurance Reserve 262 Injuries and Damages Reserve 263 Pensions and Benefits Reserve 265 Miscellaneous Operating Reserves Total Operating Reserves CONTRIBUTIONS IN AID OF CONSTRUCTION 271 Contributions in Aid of Construction F-22 11,556,292 11,490,424 272 Accumulated Amortization of Contributions in Aid of Construction F-22 (3,947,577) (3,565,789) Total Net C.I.A.G. 7,608,715 7,924,635 ACCUMULATED DEFERRED INCOME TAXES 281 Accumulated Deferred Income Taxes- Accelerated Depreciation 282 Accumulated Deferred Income Taxes- Liberalized Depreciation 283 Accumulated Deferred Income Taxes-Other Total Accum. Deferred Income Taxes TOTAL EQUITY CAPITAL AND LIABILITIES $ 7,425,153 $ 7,792,041 F-2(b) 98 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE OPERATING STATEMENT ACCT. REF. PREVIOUS CURRENT NO. ACCOUNT NAME PAGE YEAR YEAR* (a) (b) (d) (c) (e) UTILITY OPERATING INCOME 400 Operating Revenues F-3(b) $ 1,799,983 $ 1,938,989 469.530 Less: Guaranteed Revenue and AFPI F-3(b) Net Operating Revenues 1,799,983 1,938,989 401 Operating Expenses F-3(b) 2,166,896 1,989,896 403 Depreciation Expense F-3(b) 437,766 445,628 Less:Amortization of CIAC F-22 (363,653) (381,787) Net Depreciation Expense 74,113 63,841 406 Amortization of Utility Plant Acquisition Adjustment F-3(b) 407 Amortization Expense(Other than CIAC) F-3(b) 408 Taxes Other Than Income W/S-3 143,975 156,190 409 Current Income Taxes VV/S-3 410.10 Deferred Federal Income Taxes W/S-3 410.11 Deferred State Income Taxes WIS-3 411.10 Provision for Deferred Income Taxes-Credit W/S-3 412.10 Investment Tax Credits Deferred to Future Periods W/S-3 412,11 Investment Tax Credits Restored to Operating Income W/S-3 Utility Operating Expenses 2,384,984 2,209,927 Net Utility Operating Income (585,001) (270,938) 469/530 Add Back: Guaranteed Revenue and AFPI F-3(b) 413 Income From Utility Plant Leased to Others 414 Gains(Losses) From Disposition of Utility Property 420 Allowance for Funds Used During Construction Total Utility Operating Income[Enter here and on Page F-3(c)] (585,001) (270,938) * For each account, column e should agree with columns f,g+h on F-3(b) F-3(a) 19B COMPARATIVE OPERATING STATEMENT(Cont'd) OTHER THAN WATER SEWER REPORTING SCHEDULE W4* SCHEDULE S-3* SYSTEMS (f) (g) (h) 1,017,445 $ 921,544 N/A N/A 1,017,445 921,544 973,780 1,016,116 113,694 331,934 (109,251) (272,536) 4,443 59,398 79,533 76,657 1,057,756 1,152,171 (40,311) (230,627) (40,311) (230,627) N/A , * Total of Schedules W-3/S-3 for all rate groups F-3(a) 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 COMPARATIVE OPERATING STATEMENT(Cont'd) ACCT. REF. PREVIOUS CURRENT NO. ACCOUNT NAME PAGE YEAR YEAR (a) (b) (d) (c) (a) Total Utility Operating Income[from Page F-3(a)] $ (585,001) $ (270,938) OTHER INCOME AND DEDUCTIONS 415 Revenues From Merchandising, Jobbing and Contract Deductions - 416 Costs and Expenses of Merchandising, Jobbing and Contract Work 419 Interest and Dividend Income 1,481 909 421 Miscellaneous Nonutility Revenue 19,363 426 Miscellaneous Nonutility Expenses Total Other Income and Deductions 20,844 909 TAXES APPLICABLE TO OTHER INCOME 408.20 Taxes Other Than Income 409.20 Income Taxes 410.20 Provision for Deferred Income Taxes 411.20 Provision for Deferred Income Taxes-Credit 412.20 Investment Tax Credits-Net 412.30 Investment Tax Credits Restored to Operating Income Total Taxes Applicable to Other Income INTEREST EXPENSE 427 Interest Expense F-19 333 17 428 Amortization of Debt Discount&Expense F-13 429 Amortization of Premium on Debt F-13 Total Interest Expense 333 17 EXTRAORDINARY ITEMS 433 Extraordinary Income 434 Extraordinary Deductions 409.30 Income Taxes, Extraordinary Items Total Extraordinary Items NET INCOME (564,490) (270,046) Explain Extraordinary Income: F-3(c) 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 SCHEDULE OF YEAR END RATE BASE ACCT. REF. WATER WASTEWATER NO. ACCOUNT NAME PAGE UTILITY UTILITY (a) (b) (c) (d) (e) 101 Utility Plant In Service F-7 $ 3,054,247 $ 6,966,601 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation F-8 (1,808,557) (2,541,307) 110.1 Accumulated Amortization F-8 271 Contributions in Aid of Construction F-22 (3,170,315) (8,385,977) 252 Advances for Construction F-20 (150) Subtotal (1,924,775) (3,960,683) Add: 272 Accumulated Amortization of Contributions in Aid of Construction F-22 1,354,395 2,593,182 Subtotal (570,380) (1,367,501) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2) F-7 Working Capital Allowance(3) 121,723 127,015 Other(Specify): Prepaid CIAC 382,303 2,219,938 RATE BASE $ (66,354) $ 979,452 NET UTILITY OPERATING INCOME $ (40,311) $ (230,627) ACHIEVED RATE OF RETURN(Operating Income/Rate Base) -- % - NOTES: (1) Estimated if not known. (2) Include only those Acquisition Adjustments that have been approved by the Commission. (3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Method. F-4 98 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 SCHEDULE OF CURRENT COST OF CAPITAL CONSISTENT WITH THE METHODOLOGY USED IN THE LAST RATE PROCEEDING(1) PERCENTAGE ACTUAL WEIGHTED DOLLAR OF COST COST CLASS OF CAPITAL AMOUNT(2) CAPITAL RATES(3) [c x d] (a) (b) (c) (d) (e) Common Equity $ - - % - °!Q °!Q Preferred Stock % - °!Q °/0 Long Term Debt °!Q - % °!0 Customer Deposits 99,375 100.00 % 6.00 % 6.0000 % Tax Credits-Zero Cost °!o - °/Q Tax Credits-Weighted Cost °!Q - % °!Q Deferred Income Taxes % - % % Other(Explain) °!Q - °!Q % °!0 Total $ 99,375 100.00 % 6.00 % (1) If the Utility's capital structure is not used, explain which capital structure is used. (2) Should equal amounts on Schedule F-6, Column(g). (3) Mid-point of the last authorized Return On Equity or current leverage formula if none has been established, Must be calculated using the same methodology used in the last rate proceeding using current annual report year end amounts and cost rates APPROVED RETURN ON EQUITY Current Commission Return on Equity: Commission order approving Return on Equity: APPROVED AFUDC RATE COMPLETION ONLY REQUIRED IF AFUDC WAS CHARGED DURING THE YEAR Current Commission approved AFUDC rate: None % Commission order approving AFUDC rate: If any utility capitalized any charge in lieu of AFUDC (such as interest only), state the basis of the charge, an explanation as to why AFUDC was not charged and the percentage capitalized. F-5 CO Ce » , , , \ , Lc) 0 \ z n 22 a. c, 0 / / \ \ � � § a �) / f \ ij \ § < \ Co < I » 0 ® e co '-§ � ' , { { / E 0 O. , < e a. Co Co� g / / Z C ALL (0 (0 ■ $ \ § ® 2 N- \ Sk $ » = 2 �� < ® 4,3! ƒ - § co i Q w 0 _ 2 2 w = O t j \ � 9 u z g • 4 < I \ w, m o , , , u_ » / I o Rz Lu 2u -J 0 \ ° I z0 0 < Cus ® 64 ® E _ ' © ' _ $ & / \ 3 C ( n = a E \ w < ~ \ ® o c < E f :19- >, :r...,- ^ k \ 2 , m c ¥ = o \ u - ta 3 ) I- \ \ \ 0 < 0 7 @ \ \ / di � 2 3 \ / � § Ti 6f f 0 ƒ \ \ \ \ / / y c / z e c ° } } ' - � # / $ E $ - -15 .0 \ � ._ s k _- \ o \ - - 0 ° o e - 45 ^ / \ } \ \ \ / 0 �,(75 99 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 UTILITY PLANT ACCOUNTS 101 -106 OTHER THAN ACCT. REPORTING NO. DESCRIPTION WATER SEWER SYSTEMS TOTAL (a) (b) (c) (d) (e) (f) Plant Accounts 101 Utility Plant In Service $ 3,054,247 $ 6,966,601 N/A $ 10,020,848 102 Utility Plant Leased to Others 103 Property Held for Future Use 104 Utility Plant Purchased or Sold 105 Construction Work in Progress 2,702 2,702 106 Completed Construction Not Classified Total Utility Plant $ 3,054,247 $ 6,969,303 NIA $ 10,023,550 UTILITY PLANT ACQUISITION ADJUSTMENTS ACCOUNTS 114 AND 115 Report each acquisition adjustment and related accumulated amortization separately. For any acquisition adjustment approved by the Commission, include the Order Number. OTHER THAN ACCT. REPORTING NO. DESCRIPTION WATER SEWER SYSTEMS TOTAL (a) (b) (c) (d) (e) (f) 114 Acquisition Adjustment N/A N/A $ - $ Total Plant Acquisition Adjustment $ - $ - $ _... - $ 115 Accumulated Amortization $ - $ Total Accumulated Amortization $ - $ - $ - $ Total Acquisition Adjustments $ _ - $ -.� _:_ $ - $ F-7 99 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 NOTES PAYABLE(ACCTS.232 AND 234) INTEREST PRINCIPAL DESCRIPTION OF OBLIGATION ANNUAL FIXED OR AMOUNT PER (INCLUDING DATE OF ISSUE AND DATE OF MATURITY) RATE VARIABLE* BALANCE SHEET (a) (b) (c) (d) NOTES PAYABLE (Account 232): N/A 0/c 0/c °!C °!c Total Account 232 $ NOTES PAYABLE TO ASSOC. COMPANIES(Account 234): °/r $ N/A °!c °!c 0/c Total Account 234 * For variable rate obligations, provide the basis for the rate. (i.e.. Prime+2%,etc) ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES ACCOUNT 233 Report each account payable separately. DESCRIPTION TOTAL (a) (b) Due to Cypress Commercial Development $ 59,679 Due to Orangetree Associates 721,118 Total $ 780,797 F-18 I- 9B YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December31, 2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 W&WW OTHER THAN SYSTEM DESCRIPTION WATER SEWER REPORTING TOTAL (a) (b) (c) (d) (e) Balance first of year $ 3,132,403 $ 8,358,021 N/A $ 11,490,424 Add credits during year: 37,912 27,956 65,868 Less debits charged during - Total Contributions In Aid of Construction $ 3,170,315 $ 8,385,977 $ - $ 11,556,292 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 W&WW OTHER THAN SYSTEM DESCRIPTION WATER SEWER REPORTING TOTAL (a) (b) (c) (d) (e) Balance First of year $ 1,245,144 $ 2,320,645 N/A $ 3,565,789 Debits during year: 109,251 272,536 381,787 Credits during year(specify): (1) Rounding Total Accumulated Amortization of Contributions In Aid of Construction $ 1,354,395 $ 2,593,182 $ 3,947,577 F-22 99 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility I Collier December 31,2015 SCHEDULE OF YEAR END WATER RATE BASE ACCT. REF. WATER NO. ACCOUNT NAME PAGE UTILITY (a) (b) (c) (d) 101 Utility Plant In Service W-4(b) $ 3,054,247 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation W-8(b) (1,808,557) 110.1 Accumulated Amortization 271 Contributions in Aid of Construction W-7 (3,170,315) 252 Advances for Construction F-20 150 Subtotal (1,924,475) Add: 272 Accumulated Amortization of Contributions in Aid of Construction W-8(a) 1,354,395 Subtotal (570,080) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2) F-7 Working Capital Allowance(3) 121,723 Other(Specify): Prepaid CIAC 382,303 WATER RATE BASE $ (66,054) UTILITY OPERATING INCOME W-3 $ (40,311) CHIEVED RATE OF RETURN (Water Operating Income/Water Rate Base - NOTES: (1) Class A calculate consistent with last rate proceeding. Class B estimated if not known. (2) Include only those Acquisition Adjustments that have been approved by the Commission. (3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Expense Method. W-2 GROUP 1 B �'l1 UTILITY NAME: Orange Tree Utility Company, Inc, YEAR OF REPORT SYSTEM NAME t COUNTY: Orange Tree Utility/Collier December 31,2015 WATER OPERATING STATEMENT ACCT. REF. WATER NO. ACCOUNT NAME PAGE UTILITY (a) (b) (c) (d) UTILITY OPERATING INCOME 400 Operating Revenues W-9 1,017,445 469 Less: Guaranteed Revenue and AFPI W-9 Net Operating Revenues 1,017,445 401 Operating Expenses W-10(a) 973,780 403 Depreciation Expense W-6(a) 113,694 Less: Amortization of CIAC W-8(a) (109,251) Net Depreciation Expense 4,443 406 Amortization of Utility Plant Acquisition Adjustment F-7 407 Amortization Expense(Other than CIAC) F-14 Taxes Other Than Income 408.10 Utility Regulatory Assessment Fee 30,911 408.11 Property Taxes 25,809 408.12 Payroll Taxes 22,813 408,13 Other Taxes& Licenses 408 Total Taxes Other Than Income 79,533 409.1 Income Taxes F-16 410.10 Deferred Federal Income Taxes 410,11 Deferred State Income Taxes 411.10 Provision for Deferred Income Taxes-Credit 412.10 Investment Tax Credits Deferred to Future Periods 412.11 Investment Tax Credits Restored to Operating Income Utility Operating Expenses 1,057,756 Utility Operating Income(Loss) (40,311) Add Back: 469 Guaranteed Revenue(and AFPI) W-9 - 413 Income From Utility Plant Leased to Others 414 Gains(Losses) From Disposition of Utility Property 420 Allowance for Funds Used During Construction Total Utility Operating Income(Loss) $ (40,311) W-3 GROUP I 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility/Collier December 31,2015 WATER TREATMENT PLANT INFORMATION Provide a separate sheet for each water treatment facility Permitted Capacity of Plant(GPO): 750,000 Location of measurement of capacity (he. Wellhead, Storage Tank): Wellhead Type of treatment(reverse osmosis, sedimentation, chemical, aerated, etc): Nano Filtration Membrane Lime Treatment Unit rating (i.e., GPM, pounds per gallon): N/A Manufacturer N/A FILTRATION Type and size of area: Pressure(in square feet): N/A Manufacturer N/A Gravity(in GPM/square feet): N/A Manufacturer N/A W-12 GROUP 1 SYSTEM Orange Tree Utility 9B ° UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/Collier December 31,2015 CALCULATION OF THE WATER SYSTEMS EQUIVALENT RESIDENTIAL UNITE TOTAL NUMBER NUMBER OF METER METER TYPE OF EQUIVALENT OF EQUIVALENTS SIZE METER FACTOR METERS (c x d) (a) (b) (c) (d) (e) All Residential 1.0 2,234 2,234 5/8" Displacement 1.0 3/4" Displacement 1.5 17 26 1" Displacement 2.5 6 15 1 1/2" Displacement or Turbine 5.0 3 15 2" Displacement, Compound or Turbine 8.0 4 32 3" Displacement 15.0 1 15 3" Compound 16.0 3" Turbine 17.5 4" Displacement or Compound 25.0 3 75 4" Turbine 30.0 6" Displacement or Compound 50.0 6" Turbine 62.5 - 8" Compound 80.0 2 160 8" Turbine 90.0 10" Compound 115.0 10" Turbine 145.0 12" Turbine 215.0 Total Water System Meter Equivalents 2,572 CALCULATION OF THE WATER SYSTEM EQUIVALENT RESIDENTIAL CONNECTIONS Provide a calculation used to determine the value of one water equivalent residential connection(ERC). Use one of the following methods: (a) If actual flow data are available from the preceding 12 months, divide the total annual single family residence(SFR)gallons sold by the average number of single family residence customers for the same period and divide the result by 365 days. (b) If no historical flow data are available, use: ERC=(Total SFR gallons sold (Omit 000)1365 days/350 gallons per day) ERC Calculation: ERC = 119,808,000 Total gallons,divided by 2,203 Avg Customers,divided by 365 days 149 gpd/ERC W-13 GROUP 1 SYSTEM Orange Tree Utility f 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/Collier December 31,2015 OTHER WATER SYSTEM INFORMATION Furnish information below for each system. A separate page should be supplied where necessary. 1. Present ERC's * that system can efficiently serve. 149 2. Maximum number of ERC's*which can be served 5,034 3. Present system connection capacity(in ERC's*) using existing lines. 5,034 4. Future system connection capacity(in ERC's*)upon service area buildout. 10,168 5. Estimated annual increase in ERC's*. Unknown at this time due to real estate market conditions 6. Is the utility required to have fire flow capacity? N/A If so,how much capacity is required? N/A 7.Attach a description of the fire fighting facilities. Aurora 8-84117B Centifugal pump 8. Describe any plans and estimated completion dates for any enlargements or improvements of this system. N/A 9.When did the company last file a capacity analysis report with the DEP? unknown 10. If the present system does not meet the requirements of DEP rules: a. Attach a description of the plant upgrade necessary to meet the DEP rules. N/A b. Have these plans been approved by DEP? N/A c. When will construction be N/A d. Attach plans for funding the required upgrading, N/A e. Is this system under any Consent Order of the DEP? N/A 11. Department of Environmental Protection ID# 511-4085 12,Water Management District Consumptive Use Permit# 11-00419W a. Is the system in compliance with the requirements of the CUP? Yes b. If not,what are the utility's plans to gain compliance? NIA * An ERC is determined based on the calculation on the bottom of Page W-13 W-14 GROUP 1 SYSTEM Orange Tree Utility 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility/ Collier December 31, 2015 SCHEDULE OF YEAR END WASTEWATER RATE BASE ACCT. REF. WASTEWATER 4 NO. ACCOUNT NAME PAGE UTILITY (a) (b) (c) (d) 101 Utility Plant In Service S-4(a) $ 6,966,601 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation S-6(b) (2,541,307) 110.1 Accumulated Amortization 271 Contributions in Aid of Construction S-7 (8,385,977) 252 Advances for Construction F-20 Subtotal (3,960,683) Add: 272 Accumulated Amortization of Contributions in Aid of Construction S-8(a) 2,593,182 Subtotal (1,367,501) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2) F-7 Working Capital Allowance(3) 127,015 Other(Specify): - Prepaid CIAC 2,219,938 WASTEWATER RATE BASE $ 979,452 UTILITY OPERATING INCOME S-3 $ (230,627) ACHIEVED RATE OF RETURN(Wastewater Operating Income/Wastewater Rate Base) -- °!o NOTES: (1) Class A calculate consistent with last rate proceeding. Class B estimated if not known. (2) Include only those Acquisition Adjustments that have been approved by the Commission, (3) Calculation consistent with last rate proceeding. In absence of a rate proceeding,Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Expense Method. S-2 GROUP 1 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility I Collier December 31,2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 DESCRIPTION REFERENCE WASTEWATER (a) (b) (b) Balance First of Year $ 8,358,021 Add credits during year: Contributions Received From Capacity, Capacity, Main Extension and Customer Connection Charges S-8(a) 27,956 Contributions received from Developer or Contractor Agreements in cash or property S-8(b) Total Credits 27,956 Less debits charged during the year (All debits charged during the year must be explained below) Total Contributions In Aid of Construction $ 8,385,977 If any prepaid CIAC has been collected, provide a supporting schedule showing how the amount is determined. Explain all Debits charged to Account 271 during the year below: S-7 GROUP 1 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME J COUNTY: Orange Tree Utility/ Collier December 31,2015 WASTEWATER CIAC SCHEDULE"A" ADDITIONS TO CONTRIBUTIONS IN AID OF CONSTRUCTION RECEIVED FROM CAPACITY, MAIN EXTENSION AND CUSTOMER CONNECTION CHARGES RECEIVED DURING THE YEAR NUMBER OF CHARGE PER DESCRIPTION OF CHARGE CONNECTIONS CONNECTION AMOUNT (a) (b) (c) (d) Capacity Fees 29 $ 964.00 $ 27,956 Total Credits $___ 27,956 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION WASTEWATER (a) (b) Balance first of year $ 2,320,645 Debits during year: Accruals charged to Account 272,536 Other Debits(specify): Rounding 1 Total debits 272,537 Credits during year(specify): Total credits Balance end of year $ 2,593,182 S-8(a) GROUP I , B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility/Collier December 31,2015 WASTEWATER CIAC SCHEDULE"B" ADDITIONS TO CONTRIBUTION IN AID OF CONSTRUCTION RECEIVED FROM ALL DEVELOPERS OR CONTRACTORS AGREEMENTS FROM WHICH CASH OR PROPERTY WAS RECEIVED DURING THE YEAR INDICATE "CASH"OR DESCRIPTION "PROPERTY" WASTEWATER (a) (b) (c) Total Credits S-8(b) GROUP 1 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME 1 COUNTY: Orange Tree Utility/ Collier December 31,2015 CALCULATION OF THE WASTEWATER SYSTEMS EQUIVALENT RESIDENTIAL UNITS TOTAL NUMBER NUMBER OF METER METER TYPE OF EQUIVALENT OF EQUIVALENTS SIZE METER FACTOR METERS (c x d) (a) (b) (c) (d) (e) All Residential_ 1.0 2,234 2,234 5/8" Displacement 1.0 3/4" Displacement 1.5 17 26 1" Displacement 2.5 6 15 1 1/2" Displacement or Turbine 5.0 3 15 2" Displacement, Compound or Turbine 8.0 4 32 3" Displacement 15.0 1 15 3" Compound 16.0 3" Turbine 17.5 4" Displacement or Compound 25.0 3 75 4" Turbine 30.0 6" Displacement or Compound 50.0 6" Turbine 62.5 8" Compound 80.0 2 160 8" Turbine 90.0 10" Compound 115.0 10" Turbine 145.0 12" Turbine 215.0 Total Wastewater System Meter Equivalents 2,572 CALCULATION OF THE WASTEWATER SYSTEM EQUIVALENT RESIDENTIAL CONNECTIONS Provide a calculation used to determine the value of one wastewater equivalent residential connection (ERC), Use one of the following methods: (a) If actual flow data are available from the preceding 12 months, divide the total annual single family residence(SFR)gallons sold by the average number of single family residence customers for the same period and divide the result by 365 days. (b) If no historical flow data are available, use: ERC= (Total SFR gallons sold (Omit 000)/365 days 1280 gallons per day) For wastewater only utilities: Subtract all general use and other non-residential customer gallons from the total gallons treated. Divide the remainder(SFR customers)by 365 days to reveal single family residence customer gallons pi NOTE: Total gallons treated includes both treated and purchased treatment ERC Calculation: ( 141,500,000 11956 Avg Customers)/365 days = 181 (SFR gallons treated) gpd/erc S-11 GROUP 1 SYSTEM Orange Tree Utility 9B UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME i COUNTY: Orange Tree Utility/Collier December 31,2015 WASTEWATER TREATMENT PLANT INFORMATION Provide a separate sheet for each wastewater treatment facility Permitted Capacity 750,000 Basis of Permit Capacity(1) AADF Manufacturer Aqua Store Type(2) Hydraulic Capacity 350,000 Average Daily Flow 387,671 Total Gallons of Wastewater Treated 141,500,000 Parc Ponds Method of Effluent Disposal (1) Basis of permitted capacity as stated on the Florida DEP WWTP Operating Permit (i.e.average annual daily flow, etc) (2) Contact stabilization, advanced treatment, etc, S-12 GROUP 1 SYSTEM Orange Tree Utility 98 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME 1 COUNTY: Orange Tree Utility/ Collier December 31,2015 OTHER WASTEWATER SYSTEM INFORMATION Furnish information below for each system. A separate page should be supplied where necessary. 1. Present ERC's * that system can efficiently serve. 181 2. Maximum number of ERC's*which can be served 4,144 3. Present system connection capacity(in ERC's*)using existing lines. 4,144 4. Future system connection capacity(in ERC's*)upon service area buildout. 8,288 5. Estimated annual increase in ERC's*. Unknown at this time due to real estate market conditions 6.Describe any plans and estimated completion dates for any enlargements or improvements of this system. Unknown 7. If the utility uses reuse as a means of effluent disposal,attach a list of the reuse end users and the amount of reuse provided to each,if known. N/A 8. If the utility does not engage in reuse, has a reuse feasibility study been completed? N/A If so,when? 9. Has the utility been required by the DEP or water management district to implement reuse? No If so,what are the utility's plans to comply with the DEP? N/A 10.When did the company last file a capacity analysis report with the DEP? 2011 11. If the present system does not meet the requirements of DEP rules: a. Attach a description of the plant upgrade necessary to meet the DEP rules. N/A b. Have these plans been approved by DEP? N/A c. When will construction begin? N/A d. Attach plans for funding the required upgrading. N/A e. Is this system under any Consent Order of the DEP? N/A 12. Department of Environmental Protection ID# FLA 014165 * An ERC is determined based on the calculation on the bottom of Page S-11 S-13 GROUP 1 SYSTEM Orange Tree Utility B Appendix B to Resolution Schedule of Rates and Charges RESOLUTION NO. 2014- 17 4 9B A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT, AMENDING SCHEDULES ONE AND TWO OF APPENDIX A TO SECTION FOUR OF THE COLLIER COUNTY ORDINANCE NO. 2001-73, AS AMENDED, TITLED THE COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE; AMENDING PROPOSED RATES FOR WATER AND WASTEWATER SERVICES WITH EFFECTIVE DATES OF OCTOBER 1, 2014, OCTOBER 1, 2015, AND OCTOBER 1, 2016, FOR SCHEDULES ONE AND TWO. WHEREAS, Collier County uses water and sewer user rates to recover system operation, maintenance, renewal, enhancement, replacement and debt service costs from system users within the boundaries of the Collier County Water-Sewer District(District); and WHEREAS, Collier County has retained Public Resources Management Group, Inc., (Consultant) to review the existing water and sewer user rates and to recommend appropriate changes to those rates — the Consultant has recommended an increase of 9 percent effective October 1, 2014; 5 percent effective October, 1, 2015; and, 5 percent effective October 1, 2016, for Fiscal Years 2015,2016, and 2017,respectively; and WHEREAS, Collier County has retained the Consultant to review the existing Irrigation Quality (IQ) water user rates and to recommend appropriate changes to those rates — the Consultant has recommended an increase of 9 percent effective October 1, 2014; 5 percent effective October 1,2015; and, 5 percent effective October 1, 2016,for Fiscal Years 2015, 2016, and 2017,respectively; and WHEREAS, staff has thoroughly reviewed the Consultant's findings and recommendations and concurs with the recommended changes for water and sewer rates; and WHEREAS,the Consultant has recommended price indexing rate adjustment in the mid- cycle years when there is no rate study by applying 100 percent of the percentage change in the Miami-Fort Lauderdale Consumer Price Index (CPI) for all urban consumers as reported by the Bureau of Labor Statistics from January 1 through December 31 of the previous calendar year to the monthly service base and volumetric charges, but not less than 0 percent. For the price indexing rate adjustment to become effective, the Board of County Commissioners would approve such rate adjustment as part of the budget policy and any change would be subject to final budget approval; and WHEREAS, the Board of County Commissioners finds that it is in the interest of the health, safety and welfare of the customers of the District to accept the recommendations of the Consultant and from staff; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY 9B OF COLLIER COUNTY AND EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT, THAT: The Board of County Commissioners, after an advertised public hearing, 1. Accepts the Consultant and staffs recommendation and proclaims the water and sewer user rates and Irrigation Quality rates, as set forth in the amended Schedule One and Two to Appendix A of Ordinance No. 2001-73, as amended, titled the Collier County Water-Sewer District Uniform Billing, Operating and Regulatory Standards Ordinance, which amended Schedule is incorporated herein. These revised rates for the attached Schedules One and Two will take effect at 12:01 a.m. Wednesday, October 1, 2014, for Fiscal Year 2015; at 12:01 a.m. Thursday, October 1, 2015, for Fiscal Year 2016; at 12:01 a.m. Saturday, October, 1 2016, for Fiscal Year 2017. 2. Proclaims the price indexing rate adjustment in the mid-cycle years when there is no rate study by applying 100 percent of the percentage change in the Miami-Fort Lauderdale Consumer Price Index (CPI) for all urban consumers as reported by the Bureau of Labor statistics from January 1 through December 31 of the previous calendar year, to the monthly service base and volumetric charges, but no less than 0 percent. This indexing rate adjustment will go into effect on October 1 of each mid-cycle year when there is no rate study. For the price indexing rate adjustment to become effective, the Board of County Commissioners would approve such rate adjustment as part of the budget policy and any changes would be subject to final budget approval. THIS RESOLUTION ADOPTED after motion, second, and majority vote favoring adoption this `— day" y f, 2014. ktt;,, %i,,. ATTEST: BOARD OF COUNTY COMMISSIONERS. DWIGHT E. BROCK, CLERK OF COLLIER COUNTY, :FLORIDA, AS THE GOVERNING BOD'Y OF COLLIER COUNTY AND AS EX OFFICIO THE By: atti GOVERNING BOARD OF THE COLLIER Attest as o C ,Deputy Clerk COUNTY WATER S WER.DISTRICT • signature only:; TOM HENNING, C RMAN Approval as to form and legality: } f cott R. Teach Deputy County Attorney 2 . . . .. ._ . _ 9B PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING AND REGULATORY STANDARDS ORDNANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 1-DISTRICT-WIDE WATER AND WASTEWATER RATES Page 1 of 3 1.WATER Existing Monthly Rates f1j Proposed Monthly Rate,121 Effective Effective Effective Effective October 1,2012 October 1,2014 October 1,2015 October 1,2016 WATER SERVICE BASE CHARGES (Residential,Multifamily,Commercial, and Irrigation Only) Meter Size 5/8" 517.63 51922 520.18 521.19 3/4" 17.63 19.22 20.18 21.19 1" 38.92 42.42 44.54 46.77 1-114" 49.28 53.72 56.41 59.23 1-1/2" 7410 80.88 84.92 89.17 2" 116.48 126.% 13331 139.98 3" 21532 234.70 246.44 258.76 4" 356.45 388.53 407.96 428.36 6" 70927 773.10 811.76 85235 8" 1,132.64 1,23458 1,29631 1,361.13 10" 2,049.94 2,234.43 2,346.15 2,463.46 12" 2,768.73 3,017.92 3,168.82 3,327.26 • i,,, VOLUME CHARGE PER 1,000 GALLONS (Residential,Multifamily,Commercial and Irrigation Only) Block 1 52.42 52.64 52.77 52.91 Block2 3.64 3.97 4.17 4.38 Block 3 4.84 5.28 5.54 5.82 Block 4 6.05 6.59 6.92 7.27 Block S 7.25 7.90 830 8.72 Block 6 9.67 10.54 11.07 11.62 BLOCK RATE STRUCTURE (Residential,Multifamily,Commercial and Irrigatiea Orly) Consumption Block{t'boesands of Gallons) Meter Size Block 1 Biotic 2 Block 3 Block 4 Block 5 Bods 6 5/8" 0to5 6to10 11 to 20 21 to 30 31 to 50 Over50 3/4" 0 to 5 6 to 10 11 to 20 21 10 30 31 to 50 Over 50 1" 0 to 12 13 to 25 26 to 50 51 to 75 76 to 120 Over 120 '., 1.1/4" Oto 20 21 b40 41 to 80 81.6120 121102110 Orer200 1-112" Oto 25 26 to 50 51 to 100 101(0150 151 to 250 Over 250 0 to 48 41 to 80 81 63 168 161 to 240 241 to 400 Over 400 3" 0 to 80 81 to 160 161 10 320 321 to 480 481 to 800 Over 800 4" 0(.120 121 to 250 251 to 900 501 to 800 1101 to 1,1100 Over 1,200 6" 0 to 250 251 to 500 501 to 1,000 1,001 to 1,500 1,501 to 2,500 Over 2,500 8" 0 to 450 451 10 900 901 to 1,800 1,801 to 2,700 2,701 to 4,510 Over 4,500 10" 0 to 700 701 to 1,450 1,451 to 2,900 2,901 to 4,300 4,301 to 7,000 Over 7,000 11" 0 to 1,075 1,076 to 2,150 2,151 6,4300 4301 to 6,450 6,451 to 11,000 Over 11,000 111 Adopted by Resolution No.2011-30. 121 Rates to become effective with the first foil billing cycle for service rendered on and after October latof each fiscal year indicated. CA 9B PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING AND REGULATORY STANDARDS ORDLNANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 1-DISTRICT-WIDE WATER AND WASTEWATER RATES Page 2 of 3 2.WASTEWATER Existing Monthly Rate[I) Proposed Monthly Rates[2) Effective Effective Effective Effective October 1,2012 October I,2014 October 1,2015 October 1,2016 WASTEWATER SERVICE BASE CHARGES (Residential,Multifamily,and Commercial) Meter Size 5/8" 526.94 52936 530.83 532.37 3/4" 26.94 29.36 30.83 32.37 1" 61_25 66.76 70.10 73.61 1-1/4" 78.52 85.59 89.87 94.36 1-1/2" 1I8.51 129.18 135.64 I42.42 2" 187.26 204.11 21432 225.04 3" 347.60 378.88 397.82 417.71 4" 576.40 628.28 659.69 692_67 6" 1,148.69 1,252.07 1,314.67 1,380.40 8" 1,835.65 2,000.86 2,100.90 2,205.95 10^ 3,291.09 3,587.29 3,766.65 3,954.98 12" 4,877.93 5,316.94 5,582.79 5,86L93 VOLUME CHARGE PER 1,000 GALLONS (Residential,Multifamily,and Commercial) Al)Usage 131 53.79 54.13 $434 $4.56 [I]Adopted by Resolution No.2011-30. [2]Rotes to become effective with the first full billieg cycle for service rendered on and after October 1st each fiscal year indicated. [3]Monthly individually metered residential usage charges we capped at 15,000 gallons C,4C 9B PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 1 -DISTRICT-WIDE WATER AND WASTEWATER RATES Page 3 of 3 3. Fire Systems(Dedicated and Compound): (a) Fire Meter (i) Fire Service meter size will refer to the largest diameter meter register installed for fire protection. (ii) Fire Service meter connections that have consumption of 6,000 gallons or more in any one billing period are deemed to have provided domestic or other water usage and shall be billed according to regular water monthly base and usage charges as described herein. (b) Volume Charge (i) Per 1,000 gallons 4. Water Restriction Surcharge: Percent Reduction Goal Flow Charge Rate Water Shortage Phase* In Overall Demand Adjustment Percentage Phase 2-Severe 30% 15% Phase 3-Extreme 45% 30% Phase 4-Critical 60% 40% *Per the South Florida Water Management District(SFWMD)Water Shortage Plan Pursuant to Chapter 40E-21 of the Florida Administrative Code(FAC) The surcharge will be applicable to the volume charge for all single family and multi- family residential accounts for all consumption greater than Block 2,to non-residential accounts for all consumption greater than Block 1,and to irrigation accounts only for all consumption. The Block Structures are specified in Section One above. The surcharge is not assessed against the service base charge. The water restriction surcharge will start on the first billing cycle of the month following the imposition of the restrictions. The surcharge will cease on the first billing cycle of the month following the revocation or lifting of the restrictions. 9E3 PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING,AND REGULATORY STANDARDS ORDINANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 2-IRRIGATION QUALITY WATER RATES Page 1 of 1 Existing Monthly Rates 11 Proposed Monthly Rates 121 Effective Effective Effective Effective 10/1/2012 10/1/2014 10/1/2015 10/1/2016 SERVICE BASE CHARGE Meter Size 5/8" $5.90 $6.43 $6.75 $7.09 3/4" 5.90 6.43 6.75 7.09 1" 12.89 14.05 14.75 15.49 1-1/2" 26.97 29.40 30.87 32.41 2" 53.84 58.69 61.62 64.70 3" 106.58 116.17 121.98 128.08 4" 213.16 232.34 243.96 256.16 6" 405.14 441.60 463.68 486.86 8,1 73537 801.55 841.63 883.71 10" 1,176.82 1,282.73 1,346.87 1,414.21 12" 1,752.92 1,910.68 2,006.21 2,106.52 VOLUMETRIC CHARGE PER 1,000 GALLONS Customer Type: Bulk $0.35 $0.38 $0.40 $0.42 Pressurized 0.45 0.49 0.51 0.54 Pressurized and Distributed 0.88 0.96 1.01 1.06 [11 Adopted by Resolution 2011-30. [21 Rates to become effective with the first full billing cycle for service rendered on and after October 1st of each fiscal year indicated. 0 9B Appendix A to Integration Agreement General Warranty Deed 9B Record and Return to: William C.Garner Nabors,Giblin&Nickerson,PA. 1500 Malian Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Lift Station Sites) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986. as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida, as amended.whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 (—Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112, WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"). TOGETHER with all of Grantor's right, title and interest in all water and wastewater supply, distribution, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System" (described in that certain Integration Agreement dated , 2017, by and between Grantee. Orange Tree Utility Co., Orangetree Associates and Grantor)together with all additions thereto (the —Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property, TO HAVE AND TO HOLD,the same in fee simple forever. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor Fri DOCS 7097204 5 12/29/16 1 99 hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions,zoning regulations, laws. ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee,the day, month and year first above VaitteM WITNESSES: 11" 774.AJZ • Z" Print Name: b -1-71.--1.4 Nvs.g.tt-e-Q_ Ro, o Bolh, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended Print Name: 01H- Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 201_, by Roberto Bolh, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who tic is personally known to me . and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: 1b0441414- KOSERLYPEOCEIHOWTON NOTARY PUBLIC 14' 4A COMISSION FF ae323 DORM Juni/1420S eaxkl Rol Way Natalirrodbes FTLDOCS 7S7204 5 12r29/16 9B JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27. 1986, recorded in O.R. Book 1347. Page 2331of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bollt, as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: .201_. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner 54 7 By //`: •••". Print Name: -SrEF.fve-sie 10044--e-OL- Print Ndlite: Po tsn..tr/6-u.-c- Its: paesloelQ1--- Print Name: /\y)„.-E0A e, 1 By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner '712,Ar-Z ht.& „Nr B y: Print Warne:SfG e moktaexx.,— Print me: V-c•-. # its. Alttest Ljr CbkP ) Print Name: IA A-0 t e_ ire -4- FILLX.CS 7(0)7204 5 12129116 3 98 STATE OF FLORIDA I COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 201, by Ii2Dikt1r?riot-4.s- . as Paes1 tEN-,-- of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership. who X is personally known to me e - pfectueecl — . . - . : - and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: 41,:04... KIMBERLY PENCE THORYTON tfAriM1()Viv LA e -n( V)flitik'N.--- •' l'i hrt,comossioN r FF 143E43 es 4. 11,1. #.,.. i!. Cifi EffIES:Jura it no NOTARY PUBLIC ' 4'..''''e MN Wag RAAM Lsrgivoillors STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of _ , 201 , by Roiltro CA,LA.-c , as 442.43...voef..r7 of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who w, is personally known to me i ',J.i--I identification and who acknowledged to and before me that he executed the same freely and I voluntarily for the purposes therein expressed and under authority duly granted to him by said i corporation. My Commission Expires: -El AtrIV4, MEM PENCE YHOOIMITiN cariremor 1 FF IOW DIPIPLEt Ars ti,2111 \:r.7 4;:i baidod Visv ttlimy PL ic Vaimodirs 11 YAM terVN 141 e. mon46, NOTARY PUBLIC Fri,Docs 7091204 5 11"Ali, 9B EXHIBIT"A" THE PROPERTY FTLDOCS 7097244 5 12/29116 1 (7‘ 0 N C 4, ,, ... ,i/1... ..7.Kk,49; ',.. ,.. 7..! -.'t 2q4's't 0 Zt!lrYi't ..',7, gg OrE.. 0 m-8 H N- ...0,... ,Ag r ..W....Atxk " 'KW k vWLJ'',W N '71§Vddr ,j,,,, Cl. '*4 '7.8,3atikv. aa- -,,,g - -,,,,R- fil ta. to 0 - el • • r• 2 CV 0 05 ' .L ru 17,..zi,e4 QW4, q CC ai II ‘ .9.4 i t- . _,.....,- 4 (i e g Z IN. 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I, a PO .0 1 95 0 1°11110° 101 . ..., ' , k '' ' .t N g is. in In e-1 04 !ii 1 LA$.-: '`..•. i.; e. .. .c • 14 ;IAA , •,,i ts Q-,- rr: --. .-. o•-z 1[P,F. •-'`• _— 't..Z 2.__ --- EA51,Gr ----- ......-• .c- t.,_ . r41 * 0 -,c ..% 44t ..— ✓ V., y•C 1,1t 4Sk▪ 1:ka ,K 04- v. l'4'Atti 41 klir I ; g ihgz 4 ... T .. 1.3 Al \t %.I' I Cil..Si.-1 t 0 Op \I 11* ..,' . 45ffidt \I ..... .. . Eta og 11... 43... 9B Record and Return to: William C. Garner. Esq. Nabors,Giblin &Nickerson. P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Utility Site) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986. as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida. as amended, whose mailing address is 4500 Executive Drive, Smite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivisiob of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301, Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs. successors and assigns forever, all that certain land situated in Collier County. Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property-). TOGETHER with all of Grantor's right, title and interest in all water and wastewater supply, distribution, treatment, storage, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System' described in the "Integration Agreement" (defined below). including but not limited to pumps, plants, wells, tanks, distribution, supply collection and transmission mains and pipes, effluent and disposal facilities, and all other physical facilities, including irrigation and reclaimed water facilities if any exist, and property installations together with all additions thereto (the "Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD, THE SAME IN FEE SIMPLE, SUBJECT TO THE FOLLOWING RIGHTS IN FAVOR OF GRANTOR, ITS SUCCESSORS AND ASSIGNS. THIS GENERAL WARRANTY DEED HAS BEEN EXECUTED IN CONNECTION FTLDOCS 70971E7 5 12/29/16 98 WITH THAT CERTAIN INTEGRATION AGREEMENT DATED 2017, BY AND BETWEEN GRANTEE, ORANGE TREE UTILITY CO. ("OTU"), ORANGETREE ASSOCIATES AND GRANTOR (TH E I NT EG RKII ON AGREEMENT"). PURSUANT TO SECTION 7.0I(A) OF THE INTEGRATION AGREEMENT, AT SUCH TIME AS GRANTEE IN ITS SOLE DISCRETION DISCONTINUES OPERATION OF THE WATER TREATMENT PLANT OR THE WASTEWATER TREATMENT PLANT OR ANY PORTION THEREOF LOCATED ON THE "TREATMENT PLANTS PROPERTY" DESCRIBED IN THE INTEGRATION AGREEMENT (A PORTION OF WHICH IS DESCRIBED ON EXHIBIT "A" TO THIS DEED), AND GRANTOR, ITS SUCCESSORS OR ASSIGNS, EFFECTS THE GRANTING OF THE EASEMENTS REQUIRED PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2012-09, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF, GRANTEE SHALL VACATE THAT PORTION OF THE TREATMENT PLANTS PROPERTY NO LONGER REQUIRED BY GRANTEE,AS DETERMINED IN THE SOLE DISCRETION OF GRANTEE, AND PROMPTLY UNDERTAKE AND COMPLETE THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT. UPON COMPLETION OF THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT, GRANTEE SHALL NOTIFY GRANTOR THAI' SUCH ACTIONS ARE COMPLETE. THEREAKI ER,AT THE REQUEST OF GRANTOR, ITS SUCCESSORS OR ASSIGNS, GRANTEE SHALL CONVEY TO GRANTOR (OR ITS DESIGNEE) THE VACATED PORTION OF THE TREATMENT PLANTS PROPERTY BY STATUTORY COUNTY DEED (SECTION 125.411, FLORIDA STATUTES), WITH TITLE IN THE SAME CONDITION AND SUBJECT ONLY TO TAXES FOR THE YEAR OF CONVEYANCE AND THEREAFTER, EASEMENTS ON THE PROPERTY RETAINED BY GRANTEE OR GRANTED BY GRANTOR PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2019-09, IF ANY, AND EASEMENTS, COVENANTS, RESTRICTIONS, RESERVATIONS, RIGHTS-OF-WAY, CONDITIONS, AGREEMENTS, PLATS AND LIMITATIONS OF RECORD IN EXISTENCE ON THE DATE OF THIS GENERAL WARRANTY DEED,AND RECORD SUCH DEED IN THE PUBLIC RECORDS OF COLLIER COUNTY, AT NO COST TO GRANTOR AND WITH ALL DOCUMENTARY STAMP TAX AND OTHER TAXES OR FEES THEREON FULLY PAID. THIS PROVISION SHALL BE DEEMED APPURTENANT TO AND A COVENANT RUNNING WITH TITLE TO THE PROPERTY AND BE BINDING UPON GRANTEE,ITS SUCCESSORS AND ASSIGNS. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions,zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which. to Grantor's actual knowledge, impair or restrict, in any material FTIDOCS 7097187 5 12/29116 96 manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. FTLDOCS 70971875 3 12/29'16 9B I 4 IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized,the day, month and year first above written. WITNESSES: ,.., /•ki 1-,---' 16t.r /heit - 0/00er..z.r. 'tint i ame: st-ePA-1,41 a Mad.2..Y.-e2-- Rs. o Bollt, a. Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended rint rNatne: iNtee+-& $' e, cot t + Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 201_, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida, as amended, on behalf of the trust. who y.... is personally known to me : •. . . and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: iCtiNItak.L/1-4?Thogit.),— 1 IL II:101!It 1 I Pk le - NOTARY PUNLIC e ..P A _ •05"*._ KuseRLy MAME'MORMON A' coMICSSION OFF terte3 '1*:: 1,... ''-..,t•I EXPIPIEt In•24,MI L. ki,i.,$/ Bonded/Iry tioloy RA*1,44erwlere ErLoocs 7097187 5 4 12/29/16 9B ? t JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida. as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto BoIlt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida. and the Board of County Commissioners of Collier County, Florida., as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: 201_. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner +- LA., '7270.,ka.), By: Print Name: cptv ! JL- Print 1\1,,,o6 Its: tosc 61,AN. t.) Print Name: (1,..0.1‘ . By: Enterprises of Hollywood,Inc., a Florida corporation,as General Partner , _AM (air #0 BYf:‘1 /' Print Name: Pr tie:NN-141-4-01-- ' i ame: aterefIXD Its: filiDeTNI rint Name: A:0-0u 0 1t FTLDOCS 7097187 5 5 I 2/29'lb 99 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 2011 by TaDeettirD , as flIES tiet3 of Springhill of Collier County, Inc.. a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates. a Florida general partnership, on behalf of the partnership. who A. is personally known to me -er------pmcfaccd - *. • * *.• and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: nem nom TIMM* 11AMAtihilU/A 2.I/UW{1 0 MY COMINSSEN fir I WEE*Jura 22,2WN NOTARY PUBLIC 't" V loodid Itni Wry Alit Uraniten STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by gter.. -.1-0 . as of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who is personally known to me or----prodite.cd- --idetitiffeatien and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: rT - MeV TOME DICSONCIN v,1/21i4.1.14A,Le. flet0,1;k1-7,N___ MY CCONN2.311.us227 NOTARY PUBLIC llosslod MN Way Pit*liritsomfars __ 99 EXHIBIT "A" THE PROPERTY PARCEL 1: WATER AND WASTEWATER TREATMENT PLANTS SITE ALL THAT PART OF SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY.FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE ALONG THE SOUTH LINE OF SAID SECTION 14, ALSO BEING THE CENTERLINE OF OIL WELL ROAD (STATE ROAD S-858), NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1693.54 FEET;THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 50.00 FEET TO A POINT ON THE NORTH RIGI-IT-OF- WAY LINE OF OIL WELL ROAD (STATE ROAD S-858) AND THE POINT OF BEGINNING OF THE UTILITY SITE HEREIN DESCRIBED: THENCE LEAVING SAID LINE NORTII 00 DEGREES 06 MINUTES 52 SECONDS EAST 1362.28 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 416.75 FEET; THENCE SOUTH 01 DEGREES 49 MINUTES 15 SECONDS WEST 562.53 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 850.00 FEET;THENCE SOUTH 00 DEGREES 06 MINUTES 52 SECONDS WEST 800.00 FEET TO A POINT ON THE NORTH RIGHT-OF- WAY LINE OF SAID OIL WELL ROAD: THENCE ALONG SAID LINE NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1250.00 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON THE SOUTH LINE OF SECTION 14. AS BEING NORTH 8953'08" WEST(ASSUMED). LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY (0.R. 4330, PG.2712): A PARCEL OF LAND LYING IN SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER (SE 1/4) OF SAID SECTION 14, SAID SOUTH LINE ALSO BEING THE EXISTING CENTER LINE OF OIL WELL ROAD (C.R. 858), FOR 443.54 FEET: THENCE LEAVING SAID SOU11-1 LINE NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 50.00 FEET TO AN INTERSECTION WITH THE, EXISTING NORTH RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD AND TO THE SOUTHEAST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 2229. PAGE 1049, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 87 FTWOCS 7097187 5 12/29/16A-1 99 DEGREES 48 MINUTES 27 SECONDS WEST ALONG SAID NORTH RIGHT-OF-WAY LINE FOR 756.02 FEE'r TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID NORTH RIGHT-OF-WAY LINE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST FOR 493.99 FEET TO THE SOUTHWEST CORNER OF SAID LANDS: THENCE LEAVING SAID NORTH RIGHT-OF-WAY LINE AND ALONG THE WEST LINE OF SAID LANDS NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 42.86 FEET; THENCE LEAVING SAID WEST LINE SOUTH 46 DEGREES 19 MINUTES 59 SECONDS EAST FOR 42,15 FEET:THENCE NORTH 87 DEGREES 48 MINUTES 27 SECONDS EAST FOR 415.19 FEET: THENCE SOUTH 77 DEGREES 53 MINUTES 08 SECONDS EAST FOR 5L03 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON STATE PLANE COORDINATES FLORIDA ZONE EAST, 1983 DATUM, (1990 ADJUSTMENT) AND THE SOUTH LINE OF SECTION 14 AS BEARING S.87°4827"W. FTIDOCS 7097187 5 2 12129/16 99 EXHIBIT "B" SECTION 10.01 OF ORDINANCE 001, PURPOSE The .0 is . t h th Uhl is n far ut s•Uiti on the ' 1P Master Plan. The MUM tracts are intended to_allow for a (ambination of multi-family residential, commercial, and public use development. The subject parcel isat the time of this PUD Amendment being utilized to house facilities for Orange Tree Utility Company and related services. It is anticipated that this site will continue to be utilized for that purpose for an indefinite period of time.The MU/U uses will only commence at such time as the Utility functions performed by a public or private utility provider have ceased and been relocated(except in the case that certain utility office type usespermitted under the MU/U designation. may remain within or be relocated to the MU/U tract) and all utility and access easements are canveyetly Owner_Robeeto Bollt socreccor trustee of the land trust dated January 27, 19; a Ora • ' is 0 . leir u cessors and s i a a • ns I. the Colic County Water Sewer District at no cost to Collier County or the Collier County Water Sewer District for the on-site and off-site utility operations of Collier County or the Collier County Water Sewer District, and recorded in the official records of Collier County. The easements shall provide for the cort,struction, operation and maintenance of water and wastewater facilities (including but not limited to water, wastewater, and irrigation quality water lines and Tipeswellspumps and pipelines, lift stations, pumping and booster stations, power and telemetry lines, telemetry towersstorage facilities, and any and all, other equioment. improvements and infrastructure appurtenant thereto or thereunder)to be installed from time to time.with the right to reconstruct, improve, add to, enlarge, change the capacity, as well as size of, and remove such facilities within the described easement and to access the facilities. The above referenced easements to be grunted to the collier cpuntv Water-Sewer District shall be for the operation of the Orange Tree Utility water and wastewater systems to service the existing Orange Tree Utility Water and Wastewater Service Areas." FTIDOCS 7097187 5 3 12,29,16 9B Record and Return to: William C. Garner, Esq. Nabors,Giblin &Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Two Potable Water Wells,Grant of 50' Maintenance Easement for Wells and Grant of Roadway and Pipeline Easements) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated .January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF TIIE COLLIER COUNTY WATER-SEWER DISTRICT("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. ITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TOGETHER with a non-exclusive easement, license and privilege to enter upon that certain real property: (i) illustrated as the "Maintenance Easement Area") on Exhibit "A-2" attached hereto and incorporated herein (the "Maintenance Easement Area"), for the limited purpose, by Grantee, of maintaining, repairing and replacing (without increasing the total number of wells) the two (2) existing wells located within the Property (which wells are part of the Property being conveyed hereby) in connection with Grantee's operation of the potable water supply system which is part of the "Orange Tree System" described in that certain Integration Agreement dated . 2017, between Grantee, Orange Tree Utility Co. and Grantor (the "Integration Agreement"); and (ii) illustrated as the -Roadway" on Exhibit "A-2" (the "Roadway and Pipeline Easement Area") for the limited purpose, by Grantee, of operating, maintaining, repairing and replacing (in the same location) water pipes, if any, under the FTLDOCS 7097188 5 12129/16 1 9B Roadway and Pipeline Easement Area which currently serve the two (2) existing wells, and for ingress and egress to and from the Property and the Maintenance Easement Area. Grantor reserves unto itself all other rights and uses of the Maintenance Easement Area and the Roadway and Pipeline Easement Area which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate Roadway and Pipeline Easement Area so long as it does not materially interfere with the operation of the "Water Treatment Plant" described in the Integration Agreement and access to the Property and to the Maintenance Easement Area). Grantee, by acceptance of this General Warranty Deed, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area for work performed for, or at the direction of, or by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities, costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorney's' fees at trial and appellate levels) arising out of.. or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its easement rights hereunder; and (iii) to promptly repair any damage to the Maintenance Easement Area and/or the Roadway and.Pipeline Easement Area, landscaping, improvements or surrounding areas caused by the exercise of Grantee's easement rights hereunder, In the event of litigation concerning the easements granted under this General Warranty Deed, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way,be deemed to constitute a gift or dedication of any portion of the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The easement provisions of this General Warranty Deed may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns. Nothing contained in these easement provisions shall be deemed or construed,either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership, joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Property. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws,ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the FTLDXOCS 7097188 5 9B Property. and taxes and assessments accruing subsequent to December 31. 2016. and matters which would be reflected in a current survey of the Property. and excepting easements. covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Property as of the date of this General Warranty Deed. FTLI)OCS 70971811 5 3 12/29/16 98 IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to he hereunto affixed, by its proper officers hereunto duly authorized, the day,month and year first above written. WITNESSES: Print ame: sTsfrwr.1%9 mpo9—r-ze— Ro• "o Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as 4- amended 10,70,c' wsLe Print Name: 1\t k - i3Dti 4- Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by Roberto Both. as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who X is personally known to me or . and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: kvIvyvait,i P. 457.1i% OKAY mu=THOW1C04 NOTARY PUBLIC ..'TA kW CCIIMAJOIrit Ff emu * :.= D21211 Ikaid Miry Pak thrlerellin FTLDCK'S 7097188$ 4 12/29/16 98 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bollt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida. and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee. and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: 201 . ORANGETREE ASSOCIATES. a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation,as General Partner // / / 2 frriA/7ILL -e By: print Name: STs' Print—N ortzceoLTv et)"a-r. Its: 7 oe-t.kr 'I ife alLIII A P ft ame: (x;(-0 e. I?,ot 14- By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner Aff .00 yr -7-7CAJ71,1,Lpe___ Print N me: Sre9,01-1-11c. Print N.. e nivex)air- I ts: 1? reIN14 " Print Name: 11, e.. •ik FTLDOCS 7097 188 5 5 12/29/16 98 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by 60U1 LAOwf' , as t — of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates. a Florida general partnership, on behalf of the partnership, who y. is personally known to me . .° and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission.Expires: 1_ 14, f) Th `"f mammal FF AsoAgo NOTARY PUBLIC Sordid TM 14;try Plata t.ird STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , by - R - , as Pg.szroi rpt—" of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general. partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who x is personally known to me , : . i .ieetiern and who acknowledged to and before me that he executed the same freely and. voluntarily for the purposes therein expressed and under authority duly granted to him by said. corporation. My Commission Ex sires: ommerR�s� wrfFF1/44)/1-11,41 of. ItovvvIA.,-..� .; , �:. June 21.21111N©rA PUBLIC .,. . a Vol Nobly Piles tklero + rrtvocs 7097188 3 6 9B , EXHIBIT "A" THE PROPERTY DESCRIPTION OF TWO EXISTING WELL SITES: FILDOCS 7097188 3 12/29/16A-1 , Cr) I ,ro Cia:h ..4. .n in ii 0 cc c u ge iko K V is....0 0-fr 530Y4 rt) nt 4600 ia 2, trilt,,i, 3T. ', 1.,g .5 1.1( . w.„„-Row 4111Nn0.7 ON -I'M Va.43rA 1 — 7 5 ' V\ in 1 in La r 1°" = lx Z >c ......m._ Z3 Lt..) 111111 ;:::!I x :4 ill i 0 \ I crl 14 En \ alp i p's -... .-.\ t A(4 g 4 ''.‹ .11 Vt; — .) 0 czzz ( 1 z ‘ 4—z••• 1 %' ..c •Vc N, $.3, 'n4n, L.1 Z OP *P,C in cs4 N.-- 1 1 tr,\• 1 t 1 >•• CL \ ,r) 1 0 i lu 1 i 1 k_ -.. C klN. 1 \ . .N 1 \ \ • ‘ 1 \ t \ Q. 1 \ \ 17 %.• ti ... • .,... /a I ‘,3 4) en z l ''sq e 9 4. L., ‘J k,t-K-R '`) (z., - •, .,. 4g.lv "% =')(i4"- ,-i •.,,, 4, LJ . oz,4 k.) 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'07 I 1 L-......1 2E23., ',"E..1-EEEES-Er E-Ev sEE'EEE vE. 9B ROADWAY AND PIPELINE EASEMENT AREA AND LEGAL DESCRIPTION OF ROADWAY AND PIPELINE EASEMENT AREA FrLDOCS 70971$8 5 4 9B RHODES&RHODES LAND SURVEYING, INC. *ROO BON TA°MADEDRTVI4 SITITE,t7UT ?OWTd.SPRTNOR FLORIDA NI 5 PEONS(f 9) 5-8IIt/ FAX(&59)411. 8183 LEGAL DESCRIPTION A PORTION OF SECTION 23,TOWNSHIP 48 SOUTH,RANGE 27 EAST,COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF OIL WELL ROAD WITH THE NORTHWESTERLY BOUNDARY LINE OF LOT 10,VALENCIA GOLF AND COUNTRY CLUB-PHASE 1 A,ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF COLLIER.COUNTY,FLORIDA;THENCE SOUTH 87°48'20" WEST,ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD, A DISTANCE OF 219.00 FEET TO TILE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED;THENCE SOUTH 02°35'19"EAST,A DISTANCE OF 96.26 FEET;THENCE SOUTH 87°31'55" WEST, A DISTANCE OF 388.50 FEET;THENCE NORTH 02°28'05" WEST, A DISTANCE OF 16.57 FEET; THENCE SOUTH S%°04'05" WEST, A DISTANCE OF 68.39 FEET; THENCE SOUTH 65°11'35" WEST. A DISTANCE OF 36.85 FEET; THENCE SOUTH 42°19'05" WEST.A DISTANCE OF 162.41 FEET; THENCE SOUTH 68°37'33"WEST,A DISTANCE OF 105.03 FEET;THENCE SOUTH 87°10'21"WEST,A DISTANCE OF 159.31 FEET; THENCE SOUTH 43°35'07" WEST, A DISTANCE OF 28.97 FEET; THENCE SOUTH 00°00'07" EAST, A DISTANCE OF 134.34 FEET;THENCE NORTH 89°59'53" EAST,A DISTANCE OF 5.66 FEET;THENCE SOUTH 00°00'07"EAST,A DISTANCE OF 152.04 FEET;THENCE SOUTH 89°59'53"WEST, A DISTANCE OF 195.56 FEET;THENCE SOUTH 44°59'53"WEST,A DISTANCE OF 28.28 FEET;THENCE SOUTH 00°00'07"EAST,A DISTANCE OF 165.05 FEET;THENCE SOUTH 53°44'57"WEST,A DISTANCE OF 178.12 FEET; THENCE NORTH 00°00'07" WEST, A DISTANCE OF 16.08 FEET; THENCE SOUTH 89°59'53" WEST,A DISTANCE OF 11.90 FEET;THENCE NORTH 53°44'57„ EAST,A DISTANCE OF 148.09 FEET;THENCE NORTH 26°52'25"EAST,A DISTANCE OF 35.68 FEET;THENCE NORTH 00°00'07"WEST, A DISTANCE OF 174.90 FEET;THENCE NORTH 89°59'53"EAST,A DISTANCE OF 195.56 FEET;THENCE NORTH 44°59'53" EAST, A DISTANCE OF 29.02 FEET;THENCE NORTH 00000'07" WEST, A DISTANCE OF 111.52 FEET; THENCE SOUTH 89°59'53" WEST. A DISTANCE OF 6.18 FEET; THENCE NORTH 00°00'07"WEST,A DISTANCE OF 173.36 FEET;THENCE NORTH 87°10'21"EAST,A DISTANCE OF 175.08 FEET;THENCE NORTH 77°53'57"EAST,A DISTANCE OF 39.48 FEET;THENCE NORTH 68°37'33"EAST, A DISTANCE OF 57.09 FEET;THENCE NORTH 55°28'19" EAST,A DISTANCE OF 38.95 FEET;THENCE NORTH 42°19'05" EAST„A.DISTANCE OF 166.18 FEET;THENCE NORTH 88°04'05"EAST,A DISTANCE OF 425.17 FEET; THENCE NORTH 44°01'59" EAST, A DISTANCE OF 28.76 FEET; THENCE NORTH 00°00'07"WEST,A.DISTANCE.OF 43.I9 FEET;THENCE NORTH 87°48'20" EAST,A DISTANCE OF 37.05 FEET TO THE POINT OF BEGINNING. CONTAINING 46.012 SQUARE FEET OR.1.056 ACRES,MORE OR LESS. F:\orange tree gulf course plai\EASEMENTS FOR WELLS\2016-535-I lgI.doex Page I oft 9B Appendix B to Integration Agreement Assignment and Assumption of Easements 9B Prepared by and return to: William C.Gamer,Esq. Nabors,Giblin&Nickerson. P.A. 1500 Mahan Drive,Suite 200 Tallahassee. Florida 32308 (850)2244070 ASSIGNMENT AND ASSUMPTION OF EASEMENTS THIS ASSIGNMENT AND ASSUMPTION OF EASEMENTS ("Assignment-) is made the2j44,-.day of :"..r•uck.v-i-A , 2017, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. h10. Naples, Florida 34119 ("Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water- Sewer District. 3339 Tamiami Trail East, Suite 301, Naples Florida 34112 ("Assignee"). WHEREAS, Assignor, together with Orangetree Associates and its Trustee (-Developer"), has agreed to convey to Assignee certain water and wastewater facilities located in Collier County, as more particularly set forth therein; and WHEREAS, Assignor has further agreed to effectuate the conveyance of the water and wastewater facilities by documentation necessary to assure marketable, clear and unencumbered title to the facilities at the time of conveyance; and WHEREAS, Assignor has constructed and maintains and operates certain of its facilities on property owned by third parties, but within easements that have been granted to it by third parties for that purpose as well as for ingress and egress over said property; and WHEREAS, Assignor intends to assign, and Assignee intends to accept, all right, title and interest in said easements which are described in Exhibit "A" ("Easements"). NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and agreements contained herein, together for $10.00 and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignor hereby quit claims, conveys and assigns unto Assignee, its successors and assigns. all right, title and interest of Assignor in the Easements. Assignor covenants and agrees to do, execute, acknowledge and deliver any such further instruments or documents as may be reasonably necessary to carry out and effectuate the intent and purpose of this Assignment, subject, however, to the terms of that certain Integration Agreement dated Z.4-k , 2017, by and between Assignor, Orange Tree Associates and Assignee (the "Integration Agreement"). FTWOCS 7097191 5 12/29/16 1 9B 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth herein from Assignor and assumes the performance, obligations, duties and liabilities of Assignor, if any, under the Easements as of the date hereof. As of the date of this Assignment, Assignor's obligations and responsibilities to act under the Easements shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Easements, except for those obligations and responsibilities which accrued prior to the date of this Assignment. This Assignment shall inure to the benefit of Assignee, its successors and permitted assigns. 3. This Assignment shall be governed by the laws of the State of Florida, Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 4. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. IN WITNESS WHEREOF,the Assignor and Assignee have signed and sealed these presents as of the day and year first above written. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) FTLDOCS 7097191 S 12/29/162 9B ASSIGNOR: Witness Robe w BoIlt,as Pres' ent of Orange Tree Utility Co., AAPee-€.12—.. Primed Name Date signed by Seller LtGkP—A-0 Witness NoAckAte., Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201, by Roberto Bollt, as President of Orange Tree Utility Co., a Florida corporation, who v.„ is personally known to me or—produced -• ": and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: KNABIERLY PORCE'lliCOHMK 1`4/14/1171,11,sve CONNISSON FF sew • Notary Public met Jumb2S,23111 1.1* lionditrftAt tittfir7 Put&tirdersviket oraimi0a~0 "abeir.orowswo. re. futxx:s 7097191 5 12/291163 i 9B ASSIGNEE: BOARD OF COUNTY COMMISSIONERS %. , COLLIER COUNTY. FLORIDA, AS THE GOVERNING BODY OF COLLItgaDLENTY AND THE EX-OFFICIO GOVERIgZiG BOARD OF THE COLLIER COUNIY. - WATER-SE 'Eap,i' DISTRICT BY: I' Name: PENNY A •R Chairman ATTEST: DWIGI IT E. BROCK, Clerk _ L.BY: I ' ' ,-:,,6_ &...)A.._. Deputy "re Attest air Appr, . '',- %r,-, • -gality: BY: 4411fi k 1011rAlA Jeffrey A. !gat- ow County Attt e, FTI.DOCS 7097191 5 12,291164 9B EXHIBIT"A" EASEMENTS 1. That certain Deed of Water!Wastewater Utility Facilities Easement in Public Road Right-of-Way, dated August 4, 1998, by Collier County to Orangetree Utility Company, recorded in Official Records Book 2449, Page 2438 of the public records of Collier County, Florida. 2. That certain Utility Easement, dated January 30, 2004, by The Estates at Twineagles, Ltd., f/k/a Twineagles Development Company, Ltd., successor by merger to Twineagles Land Group I, LLC, to Orange Tree Utility Co., recorded in Official Records Book 3550, Page 2162 of the public records of Collier County, Florida. 3. That certain Grant of Easement, dated June 15, 2006, between The Estates at Twin Eagles. Ltd., Grantor, and Orange Tree Utility Co., Inc., Grantee, for a lift station site on Bramble Ct., Twin Eagles Phase 2A, recorded in Official Records Book 5162, Page 3568 of the public records of Collier County, Florida. 4. That certain Grant of Easement, dated September 7, 2006, between The Estates at Twin Eagles. Ltd.. Grantor. and Orange Tree Utility Co.. Inc., Grantee, for lift station sites near Wicklow Ln.. Heather Woods Ct.. and Hedgestone Ct., Twin Eagles Phases 2 and 2B, recorded in Official Records Book 5162, Page 3572 of the public records of Collier County, Florida. 5. That certain Grant of Easement, dated August 14, 2012, between The Twineagles Club, L.L.C., Grantor, and Orange Tree Utility Co., Grantee, for 10-foot utility easements in Tract A of Twin Eagles Grand Arbors, recorded in Official Records Book 5162, Page 3579 of the public records of Collier County, Florida. 6. That certain Grant of Easement(Palmetto Ridge High School), dated July 9, 2004, between the District School Board of Collier County and Orange Tree Utility Co., recorded in Official Records Book 3648, Page 0208 of the public records of Collier County, Florida. 7. That certain Utility Easement, dated June 17, 1999, by the District School Board of Collier County, Florida. to the Orange Tree Utility Co., recorded in Official Records Book 2591, Page 1526 of the public records of Collier County, Florida. 8. Unrecorded Grant of Easement, dated October 8, 2003, between District School Board of Collier County and Orange Tree Utility Co. (attached as Exhibit -E"to FTLDOCS 7097191 5 12/29/16 A-1 9B that certain Developer's Agreement, dated the same date and between the same parties). 9. That certain Easement, dated April 29. 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2542, Page 1863 of the public records of Collier County, Florida. 10.That certain Easement, dated July 18, 2000, by Waterways Joint Venture II and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2672 of the public records of Collier County, Florida. 11.That certain Easement, dated July 18. 2000, by Waterways Joint Venture H and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2646 of the public records of Collier County, Florida. 12.That certain Easement, dated April 24, 1998, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2413, Page 1688 of the public records of Collier County. Florida. 13.That certain Easement, dated February 1, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2512, Page 2522 of the public records of Collier County, Florida. 14.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0205 of the public records of Collier County, Florida. 15,That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0207 of the public records of Collier County, Florida. 16.That certain Utility Easement, dated October 4, 1997, by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor, and Orangetree Utility Company, recorded in Official Records Book 2317, Page 0738 of the public records of Collier County, Florida. 17.That certain Utility Easement, dated March 25, 1997, by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor, and Orangetree Utility Company, recorded in Official Records Book 2299, Page 0670 of the public records of Collier County, Florida. 18. Intentionally deleted. FTLIX)CS 7097191 5 12/29/16 A-2 9B 19.All other easements, rights of ingress and egress, right-of-way utilizations and other access rights of any kind throughout the "Orange Tree Service Area" (described in the Integration Agreement) which are needed to construct, operate and maintain the -Orange Tree System" (described in the Integration Agreement) owned or possessed by Orange Tree or Developer, as defined herein, whether recorded or unrecorded, which are to be assigned by them and assumed by County in accordance with the Integration Agreement, but only to the extent and area now located within any real property now owned by Orange Tree or Developer within the Orange Tree Service Area where Orange Tree or Developer has installed, affixed, owns or maintains, as of the date of this Assignment, water or wastewater infrastructure which is part of the "Orange Tree System" described in the Integration Agreement lying and which is located outside of the public right-of- way, including but not limited to, easements, rights of ingress and egress, right-of- way utilizations and other access rights for the following comprising a part of the Orange Tree System: lines and pipes, wells, pumps, pipelines, lift stations, pumping and booster stations, power and telemetry lines, telemetry towers, storage facilities, disposal facilities and fire hydrants. Notwithstanding anything to the contrary, the foregoing shall not be deemed to include: (i) any storm water drainage or other easements, rights or interests held by Developer under or used in connection with the storm water management permits for the "Orange Tree PUD Area" (described in the Integration Agreement) or any easements, rights or permits not related to the operation of the Orange Tree System; or (ii) conveyance of ownership of any real or personal property. FILD(X'S 7097191 5 12129116 A-3 9B Appendix C to Integration Agreement Bill of Sale 9B Prepared by and return to: William C.Garner,Esq, Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive,Suite 200 Tallahassee,Florida 32308 (850)224-4070 BILL OF SAL& (For Water and Sewer System Facilities, Including Concentrate Disposal Facilities on Plant Site) KNOW ALL MEN BY THESE PRESENTS that as of this day of 2017, Orange Tree Utility Co.,a Florida corporation,and Roberto Bollt as Successor Trustee of that certain Land Trust Agreement recorded in Official Record Book 1347, page 2331, et. seq., Public Records of Collier County,Florida,for Orangetree Associates(collectively,"Seller"),for the sum of TEN and No/l00 Dollars ($10.00) and other good and valuable consideration, paid by Collier County, Florida, a political subdivision of the state of Florida, and the Board of County Commissioners of Collier County,Florida,as the Ex-Officio Governing Board ofthe Collier County Water-Sewer District("Buyer"),the receipt of which is hereby acknowledged,hereby grants,sells, assigns, and conveys to Buyer,"as "where as,"and in its present condition,all of its right,title, and interest in and to the tangible (but not intangible)personal property used in connection with the "Orange Tree System," as described in the Integration Agreement dated ,2017 ("Integration Agreement"),by and between Seller,Orange Tree Associates and Buyer, excluding the "Excluded Assets" which have been excluded from conveyance or assignment to Buyer under the Integration Agreement (the "Utility System"), but otherwise including, but not limited to, the following: (a) All water and wastcwater treatment plants,including reuse and reclaimed water wells (if any),water supplies.wells, fire hydrants, back flow prevention devices,collection,transmission, and distribution system piping, pumping, and effluent and disposal facilities of every kind and description whatsoever that are reasonably necessary for the operation of the Utility System, including,without limitation, the facilities for the on-site disposal of reject water/concentrate from the nano-filtration water treatment process which are located on the"Treatment Plants Site"(defined in the Integration Agreement) as described in Industrial Wastewater Facility Permit No. FLA 397792-004, all trade fixtures, leasehold improvements, lift stations, pumps, generators. controls, tanks, distribution, collection or transmission pipes or facilities, valves, meters, meter assemblies, meter reading devices and associated software (if any, and to the extent transferrable under (and without breach of) the software license), service connections, and all other physical facilities, appurtenances and property installations used in the operation of the Utility System. (b) All as-built surveys and water and wastewater plans,plats, engineering and other drawings, designs, blueprints, plans and specifications, maintenance and operating manuals, engineering reports.calculations and computer studies,utility-related general ledger,utility-related customer records and database of customer accounts,and utility-related information required to be maintained for the Utility System, in each case, controlled by or in the possession of Seller that FILDOCS 7097205 4 12129/16 1 9B relate to the description and operation of the Utility System; (c) To the extent that they may be transferred, all existing lawfully required regulatory approvals subject to all conditions, limitations or restrictions contained therein; all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the Utility System according to all governmental requirements; (d) The following records existing as of the date of notice of intent to assume ownership of the Utility System was issued by Buyer,to the extent such records are within Seller's possession or control that relate to the operation or maintenance of the Utility System: (i) all information required to be maintained related to the Utility System; (ii) all information provided through the due diligence process; (iii) engineering projects; (iv)electronic and paper map tiles; (v) plans for engineering projects; (vi) environmental files; (vii)developer files; (viii) daily operations logs; (ix) operations files; (x)any consents or administrative orders; (xi) service and warranty records; (xii) equipment logs,operating guides,and manuals located at each plant;(xiii) customer records and database of customer accounts; (xiv)updated fixed asset list;and(xv)copies of general ledger by plant; and (e) All claims and rights of Seller against third parties, whether choate or inchoate, known or unknown, contingent or non-contingent, relating to (i) the Utility System and (ii) including a tacking of time periods of Buyer ownership in addition to Seller ownership time periods for determining any prescriptive easement or adverse possession claim. Seller represents and warrants that it is providing all of its ownership interest in and to the above-referenced property and has removed or provided for the removal of all liens, security interests, or encumbrances, subject to the -Permitted Exceptions" described in the Integration Agreement. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assienment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) FTLEX)CS 7097205 4 12/29/16 2 98 IN WITNESS WHEREOF. Seller has caused this Bill of Sale to be duly executed and entered into as of the day and year first above written. WITNESS: ORANGE TREE UTILITY CO., a Florida corporation Print Name: SI—E,Filet-ING B5 / efJA.6. - ..oserto Bollt,President Print Name.: Not+a,\Ic . I Print Name: rG•.P Alvklax_talt_ ' 1 1 •42-Q-Rj By: / 00( Punt Name: akil.A.y . O11+ oberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347. Page 2331, of the Public Records of Collier County, Florida.as amended ErLoocs 7097205 4 12/29116 3 98 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201,by Roberto Bolit,as President of Orange Tree Utility Co.,a Florida corporation,on behalf of the corporation,who x is personally known to me or-----produeed --as-kkatifteation and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: „„, KIIMENLY PEARCE INORNIIDN FT WM WINE&Aro a,ara Notary Public 4-4‘4,„ Sordid NV Wary Plitc 1.1113660111r1 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_,by Roberto Bollt,as Successor Trustee pursuant to that Land Trust Agreement dated Januar), 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who .0\ is personally known to me or 6 4'6•' * • 't and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: I 16. A t IA A A6"AA, pasEXY PENCE THORNTON latAbevlk, ) TtA..tyv\A-v-v, MY COMMISSION II FT IOW \ ' lei, DAM&Um 211, .T4," SWIM'Ow POST PliAc Oraimmlims Notary Public . •nr wry IA • FTLDOCS 7097205 4 1 212911 6 4 96 Appendix D to Integration Agreement Assignment and Assumption of Permits and Governmental Approvals ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS THIS ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS (this "Assignment"), is made and entered into this day of. e:1/4v-Nuct. , 2017, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, C.:110, Naples, Florida 34119 ("Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County. Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, 3339 Tarniarni Trail East, Suite 301,Naples Florida 34112 ("Assignee"). WITNESSETH: WHEREAS, Assignor together with Orangetree Associates and its Trustee (-Developer") has as of this date conveyed to Assignee, certain water and wastewater facilities located in Collier County, as more particularly set forth therein; and WHEREAS, Assignor intends to convey to Assignee, and Assignee intends to accept and assume, subject to the "Integration Agreement"described below, all of Assignor's rights and obligations under: (i) all existing lawfully required regulatory approvals subject to all conditions, limitations, or restrictions contained therein; (ii) all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the "Orange Tree System" described in the Integration Agreement according to all governmental requirements, but, as to all of the foregoing, to the extent they may be transferred and subject to all conditions, limitations, or restrictions contained therein, including but not limited to, the permits identified on Exhibit "A" attached hereto and made a part hereof (collectively, the "Permits-); and WHEREAS, Assignor and Assignee wish to provide for the assignment of rights and assumption of duties contained in the Permits. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake, promise and agree for themselves, their permitted successors and assigns as follows: 1. The foregoing recitals are true and correct and are incorporated herein. 2. Assignor hereby conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor in the Permits, to the extent they are transferrable and subject to all conditions, limitations or restrictions contained therein; subject, however, to the FT!DCX'S 7()97194 5 12/39/16 1 98 terms of that certain Integration Agreement dated • , 2017, by and between Assignor, Orangetree Associates and Assignee(the"Integration Agreement"). 3. Except to the extent Assignor has not obtained the consent necessary to effect a transfer of the Industrial Wastewater Facility Permit No. FLA 397792-004 Permit, prior to and including the date of this Assignment, Assignor has complied with all legal requirements applicable to the Permits. Assignee hereby accepts the transfer and assignment of the Permits as set forth in Paragraph 2 herein, and assumes the performance, obligations, duties and liabilities of Assignor under such Permits as of the date hereof. As of the date of this Assignment,Assignor's obligations and responsibilities to act under such Permits shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Permits, except for those obligations and responsibilities which accrued prior to the date of this Assignment. 4. Assignor covenants and agrees with Assignee and its successors and assigns that Assignor will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents, as may be reasonably necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 5. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 6. This Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law, 7. If any term or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 8. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. 9. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent FILDOCS 7097194 5 12/29/162 9B reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) LDOCS 7097194 5 12/291163 98 " IN WITNESS WHEREOF. Assignor and Assignee have caused this Assignment to be duty executed and entered into on the date first above written. ASSIGNOR: _EP AT I/1;s- 7(2,41-4,1Z' / - 1 - Witness Roberto : Pt,as President of Orange Tree Utility Co. STE-v/41,4i s WA9-34. Printed Name Date signed by Seller qAtwk tint,tAil PiTluyvli/A" witness 2-4m46-4.4 4 4). 1.4.0e-NID4 Printed Name FTLDOCS 7097194 5 12/29/164 9B ASSIGNEE: BOARD OF COUNTY CONARSSIONERS , COLLIER COUNTY, FLOIWIA,AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFACIO GOVERNING BOARD OF nit,cpLUER COUNTY WATER-SEWER DISTI4CT '' .,9 BY: / Name: PENNY AYLOR Chairman ATTEST: DWIGHT E. BROCK, Clerk et rv"I I BY: Deputy Cleric A MI o , hal ails' _ Approve1;7710.. ,1 i n egality: 4*/ III 11 i I BY: Jeffrey A KlItzkow County1 to ey FTLIXX'S 7097194 5 121291165 : 9B EXHIBIT "A" PERMITS AND GOVERNMENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water System ID No. 51 14085 South Florida Water Management District Water Use Permit No. 11-00419-W WASTEWATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014165 CONCENTRATE DISPOSAL Florida Department of Environmental Protection Industrial Wastewater Facility Permit No. FLA 397792-004 A-1 rt_DOCS 7097194 5 12129/16 9B Appendix E to Integration Agreement List of Excluded Assets 98 APPENDIX E TO INTEGRATION AGREEMENT Excluded Assets List 1 Manhole Ventilator 1 10HP ABS submersible pump 1 5HP Flyght submersible pump 1 2HP ABS submersible pump 1 20HP Motor and 6 MP Storbilt Blower 1 200 gallon Fuel Tank 1 50 gallon Truck mount fuel tank DR 870 Color Mete 1 Myron L Ultrameter lI 1 Grundfos Antiscalant Pump 2 Grundfos Acid Pumps 1 10" Flow Meter 1 30HP Baldor Motor 1 Ford 250 Utility Pick Up Truck 1 25HP Leeson Moto 1 Hach pocket CL2 Meter 1 Oakton PH6 Meter 1 Myron L Conductivity Meter 1 LMI Liquidation DP 5000 1 fax/copier 1 SCUBA Pack 1 5" Franklin Pump 1 5"Grundfos Pump 1 5 HP Franklin Motor 1 20 HP Grundfos Motor Misc Hand Tools 8 5/8 x 3/4" Meters 11 3/4" Backflow 5 1" Meters 2 1" Backflow--Brass Misc PVC parts Misc Metal parts Zip Flanges Bell Restraints Computers and software The following, which is not a part of the water plant site or owned by Orange Tree: Concentrate transfer pump station with three centrifugal pumps, screen on inlet line to concentrate transfer pump station, rotameter, master irrigation pump station, are-charge" well lying southerly of Lake 4-1, 16" trunk line and monitoring well, and all assets used or owned by Community Resource Services, Inc. ("CRS") to provide irrigation service to the property identified in the Irrigation Water Service Agreement between CRS and D.R. Horton, Inc. dated September 14, 2005, including all property conveyed to CRS thereunder FTLDOCS 7154171 1 12/29/16 98 1 Appendix F to Integration Agreement Lines Used by Orange Tree With No Bill of Sale 9B APPENDLX F TO INTEGRATION AGREEMENT 1. A portion of the underground "water transmission line" for the Orange Tree wastewater plant, running from the well located in the northwesterly portion of the plan, may lie outside of the northerly boundary of the plant, as disclosed on the ALTA/NSPS Land Title Survey prepared by Rhodes & Rhodes Land Surveying dated November 9, 2016, project 2016-1107. 2. The utility service lines for the newly-constructed Publix store with retail storefronts located in Shoppes at Orangetree have not been turned over to Orange Tree nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements. 3. The utility service lines for the newly-constructed clubhouse facility for Orange Blossom Ranch PUD have not been turned over to Orange Tree nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements FTLDOCS 7198046 2 12/29/16 98 Appendix G to Integration Agreement Transfer, Assignment and Assumption Agreement 98 Prepared by and return to: William C.Garner, Esq. Nabors.Giblin&Nickerson,P.A. 1500 Mahan Drive,Suite 200 Tallahassee. Florida 32308 (850)224-4070 TRANSFER,ASSIGNMENT AND ASSUMPTION AGREEMENT THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is made and entered into this2z4-4-Lday .. 2017, by Orange Tree Utility Co., a Florida corporation_ 4500 Executive Drive, No. 110, naples, Florida 34119 and Roberto Bolit, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended (collectively, the "Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, 3339 Tamiami Trail East, Suite 301. Naples Florida 34112 ("Assignee"). WITNESSETH: WHEREAS, Assignor, together with Orangetree Associates and its Trustee ("Developer"), has as of this date, pursuant to the "Integration Agreement" described below, conveyed, to Assignee. certain water and wastewater facilities comprising the "Orange Tree System- as described in the Integration Agreement, located in Collier County, as more particularly set forth therein; and WHEREAS, the water and wastewater facilities owned by Assignor and intended to be conveyed to Assignee include the rights of Assignor under all agreements which are assumed by Assignee including those certain agreements identified on Exhibit"A"attached hereto and made a part hereof(the"Transferred Agreements"); and WHEREAS, Assignor and Assignee wish to provide for the assignment of rights and duties contained in the Transferred Agreements. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake, promise and agree for themselves, their permitted successors and assigns as follows: 1. The foregoing recitals are true and correct and are incorporated herein. On and after the date of this Assignment, Assignee will assume, in accordance with the Integration FILDOCS 7097190 5 12/29/16 1 9B Agreement, the obligation and responsibility to provide water and wastewater service as a governmentally owned and controlled service provider within the areas previously served by Assignor. 2. Assignor hereby transfers, assigns and conveys to Assignee all of its rights, remedies, powers, title or interest in the Orange Tree System, including any rights, remedies, powers,title or interest arising by virtue of any franchise or certificate of authorization granted to Orange Tree or arising by virtue of Assignee's assumption of the ownership, operation and control of the Orange Tree System; and all of Assignor's rights, privileges, easements, licenses, prescriptive rights, rights of way, rights to use of public and private roads, highways, streets, railroads, or other areas owned or used by Assignor in connection with the construction, reconstruction. installation,expansion,maintenance and operation of the Orange Tree System. 3. Assignor hereby conveys and assigns unto Assignee all right, title and interest of Assignor in the 1 ransferred Agreements, together with all other related recorded or unrecorded rights, privileges, agreements, development credits, if any, and any other rights in connection with the construction, reconstruction. expansion, and development of the water and wastewater facilities, subject, however, to the rights of Assignor described in that certain Integration Agreement dated _3,="4-,k.s.aiore....k '2-14 , 2017, by and between Assignor and Assignee (the "Integration Agreerhent"). 4. Assignee hereby accepts the transfer and assignment of the rights, remedies, powers, title and interests as set forth in Paragraph 2 herein (the "Rights") and the Transferred Agreements as set forth in Paragraph 3 herein, and assumes the performance, obligations, and duties under such Rights and such Transferred Agreements as of the date hereof. Assignor shall have no liability or obligation with respect to the Rights or the Transferred Agreements after the date hereof, other than that attributable to the period prior to the date of this Assignment. 5. Assignor covenants and agrees to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents, as may be reasonably necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 6. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 7. This Assignment shall be governed in all respects, whether as to validity, construction. capacity. performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. Frwocs 7097190 5 12/29/16 9B 8. If any term or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 9. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. 10. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall. to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. (SIGNATURE PAGES FOLLOW) FTL[X)CS 7097190 5 17129116 3 ' 98 IN WITNESS WHEREOF. Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. ASSIGNOR: WITNESS: ORANGE TREE UTILITY CO., 7-2i4)-d2d7,- a Florida corporation, Print Name: s-ref.tto,ke alifj Li Iberto Bollt, 'resident Print Name: Nrik-ait (.It % Print Name:STE4PA-Nt kiberto Both. as Successor Trustee pursuant to that Land Trust Agreement Licutak gee jai_ dated January 27, 1986, as recorded in Print Name: Nek+CCA te, ( I-4- O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended FTLIX)CS 7097190 5 12/29/16 4 98 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_. by Roberto BoIlt, as President of Orange Tree Utility Co., a Florida corporation, on behalf of the corporation, who is is personally known to me or as,—idation and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. • MY Com 17.04,xPlkaiiimpEAttesm000now IN COMMON t1711113310 tIAMA/rnattil() TlAt.)Abrv— IMIRE3:Jks*21.2011 Notary Public • /lorded Ilvu Noisy Publk tkowirtlett ar - --".et. `e. STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201, by Roberto Both. as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended, on behalf of the trust, who g‘ is personally known to me or—producal as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: ICAAAA/Y1,-.,LA "rktnAht--- " r ONotary Public w, ?MOW PEAVE THOMTON W COMMON I Fr Ma EXPIRECium7A,2019 • %";:410,":" Bonded Thii Sabo PsitActirdstwelire FTLDOCS 7097190 5 12/29116 5 9B z ASSIGNEEE: .,.:, ,,, BOARD OF COUNTY COMMIVIONERS COLLIER COUNTY, FLORIDIV,/. .TIM -- GOVERNING BODY OF coLgIER COUNTY AND THE EX-OFFICIO GOVIWNG BOARD OF THE COLLIER COUNTY IV-ATP:A-SEWER DISTRICT ': BY: Name: P Di TAYLO"1 Chairman ATTEST: DWIGHT E. BROCK, Clerk BY: DeputyCe ISe - ,,,..., Attestls ai • I su.io 1 I Appro,w %if - and legality: i i BY: Wawa. t II Jeffrey County A,ttor ey I , iI I FTL DOCS 7097190 5 1129116 6 r 93 EXHIBIT"A" TRANSFERRED AGREEMENTS 1. That certain Developer Agreement,dated April 2, 2002. by and between Beazer Homes, Inc., and Orange Tree Utility Co. 2. That certain Developer Agreement, dated June 17, 1999, by and between Collier County School Board and Orange Tree Utility Co. (Elementary School) 3. That certain Developer Agreement, dated June 17. 1999, by and between Collier County School Board and Orange Tree Utility Co, (Middle School) 4. That certain Developer Agreement. dated October 8, 2003, by and between the District School Board of Collier County and Orange Tree Utility Co. (High School) 5. That certain Developer Agreement, dated August 2, 2004, by and between D.R. Horton, Inc., and Orange Tree Utility Co. 6. That certain Developer Agreement, dated December 20, 1993, by and between Naples Orangetree Ltd.. and Orange Tree Utility Co. 7. That certain Developer Agreement, dated August 15, 1994. by and between Naples Orangetree, Ltd., and Visual Entertainment, Inc., and Orange Tree Utility Co. 8. That certain Developer Agreement, dated April 19, 2006, by and between Pulte Home Corporation and Orange Tree Utility Co. recorded in Official Records Book 4062, Page 3050 of the Public Records of Collier County,Florida. 9. That certain Refundable Advance Agreement, dated April 19, 2006, by and between Pulte Homes,Inc., and Orange Tree Utility Co. 10. That certain First Amended Refundable Advance Agreement, dated October 20, 2006, by and between Pulte Homes Corporation and Orange Tree Utility Co. 11. That certain First Amendment of the Developer Agreement, dated February 14, 2007, between Orange Tree Utility Co. and Pulte Home Corporation, amending the Developer's Agreements between the parties executed on April 19. 2006. 12. That certain Agreement, dated November 20, 2001, by and between Resource Conservation Properties, Inc. and Orange Tree Utility Co. 13. That certain Second Amendment to Agreement, dated August 4, 1998, by and between Roberto Bollt, successor trustee, and Orange Tree Utility Company, Twin Eagles Development Company, Ltd.. and the Board of County Commissioners of Collier County the A-I FTLDOCS 7097190 5 12/29/16 9B Governing Board and as Ex-Officio the Governing Board of the Collier County Water-Sewer District, recorded in Official Records Book 2449, Page 0430 of the Public Records of Collier County, Florida. 14. That certain Developer Agreement, dated November 28, 2006, by and between The Estates at Twineagles, Ltd., and Orange Tree Utility Co. recorded in Official Records Book 4167, Page 0897 of the Public Records of Collier County, Florida. 15. That certain Refundable Advance Agreement, dated November 28, 2006, by and between The Estates at Twineagles, Ltd., and Orange Tree Utility Co. 16. That certain Assignment and Assumption of Development Agreements, dated September 15, 2010, by and among The Estates at Twineagles, Ltd., as assignor, Twineagles Developments Agr, L.L.C., as assignee. and Orange Tree Utility Co., as service company. 17. That certain Developer Agreement, dated January 26. 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 18. That certain Developer Agreement, dated July 27, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 19. That certain Developer Agreement, dated August 4, 1996, by and between Waterways Joint Venture and Orange Tree Utility Co. 20. That certain Developer Agreement, dated March 3, 1999, by and between Waterways Joint Venture II and Orange Tree Utility Co. 21. That certain Refundable Advance Agreement, dated January 21, 2002, by and between Waterways Joint Venture II and Orange Tree Utility Co. 22. That certain Developer's Agreement, dated April 4, 2001, by and between Waterways Joint Venture III and Orange Tree Utility Co. 23. That certain Developer's Agreement, last dated September 7, 2016, by and between RP Orange Blossom Owner, LLC and Orange Tree Utility Co. A-2 Funocs 7097190 5 12/29116 9B Appendix H to Integration Agreement Escrow Agreement for Closing Documents . 9B ESCROW AGREEMENT FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENT FOR CLOSING DOCUMENTS ("Escrow Agreement"), made and entered into this2.4- day of January, 2017, by and among the Board of County Commissioners of Collier County, Florida, and as the Ex-Officio Governing Board of the Collier County Water-Sewer District ("County"), Orange Tree Utility Co. (-Orange Tree"). Orangetree Associates and Roberto BoIlt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended (collectively "Developer"). and Cheffy Passidomo, P.A. ("Escrow Agent"). RECITATIONS: WHEREAS, the parties entered into an Integration Agiceinent (tlic "Iiitcg,iution tJ Agreement")dated (1,141CI0.9" -2.4‘..\- . 2017; and 4 WHEREAS. pursuant to the Integration Agreement, Orange Tree, Developer and the County have agreed to deposit in escrow with the Escrow Agent the closing documents listed in Appendix -A" ("Escrow Documents"), to he held and delivered in accordance with the terms and conditions set forth herein; and WHEREAS, the Escrow Agent is agreeable to act as escrow agent without compensation under this Escrow Agreement and to deliver the Escrow Documents in accordance with the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows: 1. The foregoing recitations are true, correct and incorporated herein by reference. 2. The parties hereby appoint R. Bruce Anderson, Esq., of Cheffy Passidomo, PA. with a mailing address of 821 5th Avenue South, Naples, FL 34102, as the Escrow Agent hereunder to receive, hold and deliver the Escrow Documents and to otherwise perform the duties of the Escrow Agent hereunder. 3. The parties herewith deposit the Escrow Documents with the Escrow Agent. The Escrow Agent shall hold and deliver the Escrow Documents in accordance with the terms and conditions of this Escrow Agreement. The parties agree that the Escrow Documents shall be delivered in accordance with this Escrow Agreement. 4. The Escrow Agent shall deliver the Escrow Documents to the County, upon receipt by the Escrow Agent of written confirmation from each party to this Escrow Agreement affirming that such party agrees and asserts that the requirements identified for closing in the Integration Agreement have been met, and that the Escrow Documents may be released from escrow. Unless all of the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received Fri DOCS 6897150 5 12/30116 1 98 such written confirmation from the County, Orange Tree, and Developer by 5:00 p.m. local time in Collier County, Florida, on \-Acx.v-cAr 2017, the Escrow Agent shall promptly return the Escrow Documents to the party who signed them (i.e., the County, Orange Tree or Developer, as applicable), and the Escrow Agent shall have no further responsibility or liability for the Escrow Documents. 5. The Escrow Agent executes this Escrow Agreement solely for the purpose of accepting the Escrow Documents on the terms and conditions set forth herein. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. The County, Orange Tree, and Developer release the Escrow Agent from all liability (except as otherwise provided in this Agreement) for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission (other than Escrow Agent's or its agents', partners' or employees' willful misconduct or gross negligence) by the Escrow Agent or any of its agents, partners, or employees who in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Escrow Agreement, except for willful misconduct, gross negligence, or tortious conversion of or with respect to its duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder. The duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Escrow Agreement* and this Escrow Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations. 6. If a controversy arises before, during,or after the term of this Escrow Agreement with respect to the Escrow Documents, the Escrow Agent may do either or both of the following: (a) withhold further performance by it under the escrow instructions set forth in this Escrow Agreement until the controversy is resolved to its reasonable satisfaction, or (b) commence or defend any action or proceeding for or in the nature of interpleader. If a suit or proceeding for or in the nature of interpleader is brought by or against it, the Escrow Agent may deliver all Escrow Documents held by it under this Escrow Agreement into the registry of the court and thereupon will be released and discharged from all further obligations and responsibilities under this Escrow Agreement. 7. Except far willful misconduct, gross negligence, or tortious conversion with respect to Escrow Agent's duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder, the parties shall equally indemnify the Escrow Agent and hold it harmless, upon demand, from all cost, loss, damage, expense, and liability (including reasonable legal fees and expenses) suffered or incurred by it in connection with, or arising out of, the escrow under this Escrow Agreement, including any attributable to a suit or proceeding for or in the nature of interpleader brought by or against the Escrow Agent. 8. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. No modification or amendment to this Escrow Agreement shall be valid unless reduced to writing and signed by the parties hereto. 9. Except as expressly set forth in this Escrow Agreement, nothing herein shall amend. F rupocs 6897150 4 12/29/16 96 supplement or otherwise modify the Integration Agreement, which shall remain in full force and effect. 10. This Escrow Agreement may be executed in counterparts, any one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original. 1The remainder of this page left intentionally blank] FTWOCS 6897150 4 12/29/16 3 98 IN 'WITNESS WHEREOF, the parties have caused this Escrow Agreement to be duly executed and entered into on the date first above varitten. BOARD OF COUNTY COMMISSIONERS OF coLLIER COUNTY, FLORIDA AND AS THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER- SEWER DISTRICT By: 7VPenny Taylor, C rman 7 11-- r ORANGE TREE UTILITY CO., a Florida corporation Approved as to form and legality / BY ,,,A000119' R ArnBllt, P Jeffrey A. Klatzkow, County Attorney o oresid it ORANGETREE ASSOCIATES, a Florida General Partnership(171i/a Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partner (SLAL) Byi . ;e•-eno Bollt, President By: ENTERPRISES OF HOLLYWOOD. INC., a Florida corporation as General Partner -",1 4(6berto Bollt,President FTLDOCS 6S971$04 12,29lo 4 98 ROBERTO BOLLT By: _adder Robe), C ollt, as Successor Trustee of the and Trust Agreement dated January 27, 1986,recorded at the Official. Records Book 1347,Page 2331,and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827 of the Public Records of Collier County. Florida CHEFFY PASSIDOMO,P.A,. By: R. Bruce Anderson, Its FTLDOCS 6897150 4 19/16 5 9B Appendix "A" Closing Documents to be Deposited with the Escrow Agent by Orange Tree Utility Co,and, Collier County: ASSIGNMENT AND ASSUMPTION OF EASEMENTS by Orange Tree Utility Co.. and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District. ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS by Orange Tree Utility Co. and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Coil er County Water-Sewer District, TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT by Orange Trec Utility Co. and Roberto Bollt, Successor Trustee, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District. FTLIXX'S 6897150 4 12/29/16 9B Closing Documents to be Deposited with the Escrow Agent by Orangetree Associates and Roberto Balk: GENERAL WARRANTY DEED (Utility Site) by Roberto Bollt as Successor Trustee, as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, as Grantee. GENERAL WARRANTY DEED (Lift Station Sites) by Roberto Bollt as Successor Trustee, as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District,as Grantee. I GENERAL WARRANTY DEED (Two Potable Well Sites) by Roberto Bollt as Successor Trustee, as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, as Grantee. runocs 6897150 4 12.29-16 9B Closing Documents to be Deposited with the Escrow Agent by Roberto Boll,Trustee for Orangetree Associates, and by Orange Tree Utility Co.: BILL OF SALE from Orange Tree Utility Co., and Roberto BoIlt, Successor Trustee for Orangetree Associates. to Collier County and the Board of County Commissioners of Collier County, Florida. FTWOCS 6897150 4 h 98 Appendix I to Integration Agreement Hole Montes Technical Memorandum (August 19, 2015) and Updated Technical Memorandum (November 23,2016) 9B TECHNICAL MEMORANDUM Orange Tree Utility Company Capacity and Service Commitment Review FINAL REPORT August 19, 2015 ',I\O W. s0 '''' Prepared by: v.' .•'��CE/v •,, .. "-, :r F fir, onald E. Benson, Jr.,Ph.D., P,E., Senior Vice President ,��+�t;,001,10f,01,„' 00: * - ..0.41671 = and ,' `."•,•••• '.,•4 0,440, : E. David W. Schmitt,P.E., Senior Project Manager �..• t •6,%'L�, ii 11 ''F\°STATS OF : -'I Hole Montes, Inc. No,4aN2./6_,,\,-, `��"� •,1.$ '�D�'��,,�•1c,� 950 Encore Drive *'& fit\ , : S'n �•• �'.�` Naples,Florida 34110 =��•: * : * '+ 4i- EVIG, (239) 254-2000 0,�..,•✓ OF ..,,,,,1,.,,11111,,,,,,,,,,' 4 (�` % RID!.•• <<, ,,,ts,,PSNA L EN�'.0`''' Assignment is Provide a third-party assessment of the current Orange Tree Utility Company (OTU) capacity and service commitments in order to determine the net excess capacity and resulting ERCs available at this time. An ERC is considered to meet the needs for a single family residence, while a multi-family residence is equivalent to 0.8 ERCs. Commercial ERCs are determined based on anticipated flow demands. Approach and Methodology The approach to this assignment was to review all records provided to us for review as well as to review any records which we were able to identify and locate through public record sources such as the Florida Department of Environmental Protection (FDEP) and Collier County Property Assessor web-sites. In addition, we met with representatives of Collier County Utilities and the Orange Tree Utility Company. It became apparent there were various approaches to be used in this assignment. First, the number of customers served in the past could be identified from the Annual Reports submitted by OTU to the County Water and Wastewater Authority. Second, the number of customers and likely near-term commitments could be identified from a review of aerial photographs of the service area(County Property Assessor web-site) as well as recorded plats. Third,the number of current total commitments could be identified from a review of the various Developer Agreements executed by OTU. Fourth, potential future needs could be identified from Developer Agreements in which anticipated Amendments were identified to cover future needs. Fifth, the capacity of the water and sewer systems to meet customer demands could be identified in prior reports prepared by others, verified by FDEP records and our cursory review. Sixth, the current and future level of service for water and sewer customers in the OTU service area (per FINAL REPORT—August 19,2015 1 ERC) could be determined through an analysis of the available information as reported to FDEP on monthly reports divided by the number of ERCs•connected. Orange Tree Utility Service Area The Orange Tree Utility service area is illustrated in the attached Figures 1 and 2 excerpted from the Collier County Water and Wastewater Master Plans. It is comprised of two major areas connected by a corridor on 33r1 Avenue NE and 33`d Avenue NW. The eastern portion is comprised of the Orange Tree PUD and the Orange Blossom Ranch PUD. The western portion is the Twin Eagles development. The Twin Eagles development north of Immokalee Road has been subdivided and platted into residential parcels. The portion of the Twin Eagles development south of Immokalee Road consists of a number of contiguous land parcels between Immokalee Road and Vanderbilt Beach Road. This area south of Immokalee Road has no OTU infrastructure in place. Table No. 1 provides a Summary of Development within the OTU service area. This includes residential platted subdivisions and existing commercial areas. Many of the developments previously entered into Developer Agreements with OTU. Many of these Developer Agreements allowed guaranteed utility capacity (ERCs) to be pre-purchased. Other developments paid for capacity on an individual unit basis. In addition, some developments exceeded the number of ERCs in their Development Agreement and paid for the additional ERCs on an individual ERC basis. The Orange Tree PUD consists of 2,138.76 acres with a total of 3,150 residential units, 100,000 square feet(sf)of office space and 332,000 sf of commercial space. Current development in this area includes approximately 1,510 single family units on 1,609 platted lots, three public school facilities (elementary, middle, and high school), several clubhouses, a public golf course with ancillary facilities, and a small convenience store at the intersection of Immokalee Road and Oil Well Road. The Orange Blossom Ranch PUD consists of 616 acres with a total of 1,600 residential units and 200,000 sf of commercial space. Current development includes approximately 235 single family units on 381 platted lots and two clubhouses. The Twin Eagles development consists of two phases. The initial phase has 19 single family lots remaining. The Phase 2 development has approximately 308 single family units, 68 multifamily units and 6 miscellaneous connections constructed with a total of 552 single family, 120 multifamily units and 10 miscellaneous connections planned. It should be noted that Phase 2 is covered under a Developer's Agreement for a total of 616 ERCs. [Note that 552 SF/Misc. x 1 + 120 MF x 0.8 = 648 ERCs, suggesting that an additional 32 ERCs will be needed in order to construct all of the planned units.] Water and Wastewater System Capacity The existing OW Water Treatment Plant was permitted by FDEP in October 2004, Permit No. 5114085, for a capacity of 0.75 MGD [maximum daily flow] as a nanofiltration facility treating groundwater from the Lower Tamiami Aquifer. Water Treatment Plants are issued as a FINAL REPORT—August 19,2015 2 9B construction permit without future renewal being required. The concentrate produced by this water treatment plant is reclaimed for irrigation by blending with groundwater from irrigation wells. Spray irrigation then occurs on the Valencia Golf Course and Valencia subdivision landscape areas. The blending occurs in an irrigation lake and this disposal was initially permitted by FDEP in February 2005, Permit No. FLA397792 which was renewed on June 18, 2012 and expires in June 2017. The capacity for discharge under this Industrial Waste permit is sufficient for the concentrate disposal for the permitted capacity of the water treatment plant. Upon transfer or renewal of the Industrial Waste Permit, it may be necessary for an Agreement between the owner of the disposal area and the permit holder to continue with this means of disposal. The existing OTU Wastewater Treatment Plant was last renewed by FDEP in March 2012, Permit No. FLA014165, for a capacity of 0.75 MGD [maximum month average daily flow] and expires in March 2017. Effluent disposal is permitted using the on-site percolation [Rapid Infiltration Basins]which were permitted for the same capacity as the treatment plant. Orange Tree Utilities' Level of Service In its 2013 Annual Report, Orange Tree Utility reported a water system Level of Service of 145 gallons per day per ERC and a sewer system Level of Service of 148 gallons per day per ERC (both on an annual average daily flow basis). In a December 2013 report, prepared for Collier County, Tetra Tech identified the Orange Tree water system Level of Service as 152 gallons per day per ERC and the sewer system Level of Service as 172 gallons per day per ERC. Tetra Tech commented on the fact the generation of wastewater was greater than the production of potable water as indicative of excessive UI or possibly meter inaccuracies. A review of the water and wastewater flows, by Hole Montes, for the period between January 2008 and December 2014 identified the likelihood that the maximum monthly average daily flow for the Orange Tree WWTP is a result of extraneous flow entering the sewer system during periods of high seasonal rainfall and this must be taken in to account when establishing the sewer level of service. For the purpose of this evaluation, we have reviewed the FDEP records for the thirty-six month period from January 2012 thru December 2014. The average production for the water treatment plant during this period was found to be 336,000 gallons per day. When divided by approximately 2,300 ERCs (as agreed by both Orange Tree Utilities and Collier County as a reasonable estimate over the three year period for which flows were observed)results in a water system average annual daily flow Level of Service of 146 gallons per day per ERC. The average influent flow to the wastewater treatment plant during this period was found to be 390,000 gallons per day. When divided by 2,300 results in a sewer system average annual daily flow Level of Service of 170 gallons per day per ERC. FDEP permits water treatment plants on the maximum daily flow and not annual average daily flow as a water system must be able to meet the demands of their customers every day of the year. The monthly daily flows for the Orange Tree WTP for the period January 2012 thru December 2014 is provided graphically in Figure 3. As can be seen from Figure 3, the FINAL REPORT—August 19,2015 3 9B maximum monthly average daily flows for the Orange Tree WTP, during this three year period, occurred between March 2013 and May 2013. The FDEP reports for this three month period were reviewed and the maximum daily flow was determined to have occurred during March 2013 (which matches the peak seasonal population in Collier County). It is important to note Orange Tree Utility reported a maximum day flow of 704,000 gallons per day to FDEP. This would suggest the Orange Tree Utility's water treatment plant was operating at nearly 95 percent of its permitted capacity during peak season in 2013. The daily flows during the period March thru May 2013 were reviewed in further detail and are provided graphically in Figure 4. As can be seen from Figure 4, there is considerable variation in daily flows from one day to the next, often with low flow days followed immediately by high flow days, and vice versa. It is typical in small utility companies for flow meters to be read at the time the operator happens to be working at the facility and may not necessarily be read at the same time each day. Therefore, it is not unusual to observe the trend illustrated in Figure 4 for Orange Tree WTP of,the highest daily flow immediately preceding the largest daily flow. This is likely due to one "metered day" being considerably shorter than 24 hours followed by the next "metered day" being considerably longer than 24 hours, or vice versa. In order to more accurately assess the actual maximum daily flow, a five day moving average was calculated using two days preceding and two days following each calendar day flow in order to center the five day average on each calendar day. This is provided in Figure 4. As can be seen from this analysis, the five-day moving average during peak season 2013 approached 500,000 gallons per day. As the maximum day within any five day period would be higher than the average of the five days, we have estimated the maximum day flow to have been approximately 500,000 gallons per day instead of the value of 704,000 gallons per day which was reported to FDEP. When we divide the adjusted maximum daily flow in March 2013 by the average daily flow over the three year period this results in a peak day factor of 1.49 which can be multiplied times the average annual daily flow water system Level of Service of 146 gallons per day per ERC to obtain a maximum daily flow water system Level of Service of 217 gallons per day per ERC. This maximum daily flow Level of Service of 217 gallons per day per ERC is what needs to be used when identifying available water treatment plant capacity for future customers. Similarly, the capacity of the OTU wastewater treatment plant is permitted by FDEP such that the average daily flow in a given three month period should not exceed its permitted capacity (which is based on maximum average flow over three months). The monthly daily flows for the Orange Tree WTP for the period January 2012 thru December 2014 is provided graphically in Figure 5. During the three-month period, July thru September 2013, the average daily flow for the WWTP was 480,000 gallons per day, while every single day exceeded 400,000 gallons per day. As can be seen from Figure 5, the maximum monthly average daily flow for the Orange Tree WWTP, during this three year period, occurred during September 2013. The monthly average daily flow during September 2013 was 502,000 gallons per day, with sixteen out of thirty days exceeding 500,000 gallons per day (Refer to Figure 6). The question was raised as to whether or not the magnitude of the flows between July and September 2013 were possibly due to construction activities in addition to wet season rain events. In order to consider whether or not this might have been the case, monthly wastewater flows back to January 2008 were reviewed(depicted graphically in Figure 7). As can be seen from Figure 7,the wet season flows in 2008 were essentially as high as those in 2013 after adjusting flows relative to growth in FINAL REPORT—August 19,2015 4 9B average flows during,this same time period. We believe that this review of the past six years '(January 2008 through December 2014) suggests that the flows from 2013 were, in fact, reasonable for use iri assessing the impacts of I/I during a wet year resulting in maximum flows to be anticipated in the future. Therefore, a maximum three month average daily flow of 480,000 gpd appears to represent this utility system at the present number of ERCs served (estimated to be 2,300). Dividing 480,000 gallons per day by the average daily flow over the three year period results in a maximum month factor of 1.23 which can be multiplied times the average annual daily flow sewer system Level of Service of 170 gallons per day per ERC to obtain a maximum three month average daily flow sewer system Level of Service of 209 gallons per day per ERC. This value is approximately 10%lower than the value previously used by Orange Tree Utility in agreements executed in 2006 with various developers, referencing then current sewer tariffs.' Therefore, a maximum three month average daily flow Level of Service Standard of 209 appears to be what needs to be used when identifying available wastewater treatment plant capacity for future customers. Comparison to Collier County Utilities' Level of Service The most recently completed Collier County Utilities Master Plan identifies the Level of Service for Collier County Utilities on a per person basis and is based on a review of historic customer trends. The current Level of Service for Collier County customers is 150 gallons per day per capita(water)and 100 gallons per day per capita(sewer). It is also important to note that Collier County Utilities assigns their level of service on a per person basis and not on an ERC basis. Collier County government assumes each residential unit to consist of 2.5 people. Therefore, on a planning basis, Collier County effectively uses a'water level of service standard of 375 gallons per day per ERC and a sewer level of service of 250 gallons per day per ERC on an annual daily flow basis. Collier County Utilities' water system experienced a maximum daily flow factor of 1.35 times the average annual demand. Thus, we can calculate a maximum daily flow water level of service standard of approximately 500 gallons per day per ERC for Collier County Utilities. Similarly, Collier County Utilities experienced a maximum monthly average daily flow factor of 1.17 times the average annual demand for their sewer system, resulting in a maximum month average daily flow sewer level of service standard of approximately 290 gallons per day per ERC. Therefore, we can compare the planning level values for Collier County Utilities with the observed levels for Orange Tree Utility as follows. Water System Sewer System Maximum Day Maximum Month Collier County Utilities 500 gal/day/ERC 290 gal/day/ERC Orange Tree Utility 217 gal/day/ERC 217 gal/day/ERC The sewer system level of service observed for Orange Tree Utility is within the variance reported between various portions of the Collier County Utilities system, therefore, this appears to be a reasonable value. At various times, Orange Tree Utility entered into Refundable Advance Agreements with various developers. Of interest here is Refundable Advance Agreements which were signed in October and November 2006 include a definition of wastewater flow per ERC(referencing"240 GPD/ERC, the wastewater flow for a residential ERC as set forth in the sewer tares'). • FINAL REPORT—August 19,2015 5 96 An important consideration in water system demands is whether or not residents utilize potable water for irrigation. It has been confirmed that the water system customers served by Orange Tree Utility are provided irrigation water through their various Home Owner Associations or private pumps. In 2003, Hole Montes performed a study for Collier County which compared typical water bills for randomly selected streets within various residential communities, both those which irrigated using potable water as well as those which irrigated using another source of supply. Those residential communities which did not use potable water for irrigation typically used approximately 200 gallons per day per single family residence (ERC), while those which irrigated using potable water used on the order of 450 gallons per day per single family residence (ERC). The range for residential communities which did not use potable water for irrigation was between 150 and 250 gallons per day per single family residence, while the range for residential communities which used potable water for irrigation was between 250 and 650 gallons per day per single family residence. The wide range in consumption per residence was concluded to be related to the size of typical lots in each community and in individual customer's willingness to pay for irrigation water. As Collier County Utilities serves water customers who irrigate both using potable water and non-potable water, it is logical their observed Level of Service for water is somewhere in the middle between the range for those customers who use potable water for irrigation and those who,do not. The average water consumption for customers of Orange Tree Utility is at the low end of the range observed for Collier County for residential communities which do not irrigate using potable water, and may be indicative of water saving plumbing fixtures in many of the homes in the Orange Tree Utility's franchise area. For the reasons stated, it is believed that the water system level of service observed for Orange Tree Utility appears to be a reasonable value. Calculating Available Water Treatment Plant ERCs The Orange Tree WTP is permitted for 750,000 gallons per day. The maximum daily flow for this facility was observed to have been approximately 500,000 gallons per day during March 2013 (which is during the typical period when the seasonal population in the area reaches its peak). Subtracting 500,000 from 750,000 gallons per day results in an available capacity of 250,000 gallons per day. Dividing this by the maximum daily flow Level of Service Standard for Orange Tree Utility of 217 gallons per day per ERC, results in available 1,150 available ERCs. This is in addition to the 2,300 ERCs used in calculating the Level of Service Standard, or a total of 3,450 ERCs available for water treatment capacity. This will be the number of ERCs used in further assessment of distribution of available ERCs between existing development, ERCs which have previously been allocated/sold to developers/builders, and those which are excess. Calculating Available Wastewater Treatment Plant ERCs The Orange Tree WWTP is permitted for 750,000 gallons per day (maximum three month average flow). The maximum three month average flow for this facility was observed to have been 480,000 gallons per day during September 2013 (which was a period when Collier County Utilities also observed high flows due to seasonally high rainfall). Subtracting 480,000 from 750,000 gallons per day results in an available capacity of 270,000 gallons per day. Dividing FINAL REPORT—August 19,2015 6 9B this by the maximum three month average daily flow Level of Service Standard for Orange Tree Utility of 209 gallons per day per ERC, results in 1,290 ERCs. This is in addition to the 2,300 ERCs used in calculating the Level of Service Standard, or a total of 3,590 ERCs available for wastewater system. This will be the number of ERCs used in further assessment of distribution of available ERCs between existing development, ERCs which have previously been allocated/sold to developers/builders,and those which are excess. Assignment of Available ERCs The above analysis identifies that the Orange Tree Utility system has 1,150 ERCs available for assignment to future water system customers and 1,290 ERCs available for future sewer system customers. For the purpose of this assessment of ERCs, we have identified the following categories for future customers within the franchise area. • Category No. 1: Vacant lots in existing subdivisions for which there were Developer Agreements and utility service for the lots was prepaid. These include the following areas: Orange Blossom Ranch 146 ERCs Twin Eagles Phase 1 19 ERCs Twin Eagles Phase 2 253.6 ERCs 418.6 ERCs • Category No. 2: Vacant lots in existing subdivision for which there were no Developer Agreements and are under ownership of Orange Tree Associates or other affiliated companies. Valencia Lakes Phase 1A/2A 2 ERCs Valencia Golf Phase 2 2 ERCs Valencia Golf Phase 2A 68 `ERCs 72 ERCs • Category No. 3: Vacant lots in existing subdivisions for which actual development exceeded the number of prepaid lots and these lots will need to have payment made at the time of connection to utility service. Valencia Lakes Phase 6A 33 ERCs Valencia Golf Phase 2 6 ERCs Twin Eagles Phase 2 32 ERCs 71 ERCs FINAL REPORT—August 19,2015 7 9B . • Category No. 4: Future anticipated lots in future phases of subdivisions which were , covered by Developer Agreements. In these cases, future phases were identified as to be covered in anticipated amendments to the executed Developer Agreement, although no Amendments were ever executed [undeveloped residential portions of Orange Blossom Ranch PUD]. These lots will need to have payment made at the time of connection to Utility service. Orange Blossom Ranch/Residential 1,219 ERCs • Category No. 5: Future commercial development in the Orange Blossom Ranch PUD in which no Developer Agreement was executed. These development demands were calculated at 0.15GPD/SF. These developments will need to have payment made at the time of connection to Utility service. Orange Blossom Ranch/Commercial (200,000 SF x 0.15GPD/SFX 217GPD/ERC) 138 ERCs • Category No. 6: Future commercial development in the Orange Tree PUD in the Neighborhood Shoppes at Orange Tree development. The ERCs are based on preliminary development plans. These developments will need payment made at time of connection to Utility service. Tract 1 —Bank Parcel 4,091 x 0.15 X 217 GPD/ERC = 3 ERCs Tract 2—Grocery/Misc. 50,501 x 0.15 X 217 GPD/ERC = 35 ERCs Tract 3—CVS 14,918 x 0.15 X 217 GPD/ERC = 10 ERCs 38 ERCs • Category No. 7: Future anticipated development of vacant parcels owned by Orange Tree Associates, or other affiliated company [undeveloped portions of Orange Tree PUD]. The office and commercial development demands were calculated at 0.15GPD/SF. Note the total ERC value is based upon the approved PUD and the ERCs for existing convenience store and Neighborhood Shoppes at Orange Tree parcels have been deducted. Office: 100,000 x 0.15 X 217 GPD/ERC = 69 ERCs Commercial: (332,000-72,673)x 0.15 X 217 GPD/ERC = 180 ERCs Residential: (3150— 1500—70—39) = 1,541 ERCs 1,790 ERCs • Future anticipated development of vacant parcels not covered under a Developer Agreement [Naples Associates IV, LLLP — parcels south of Twin Eagles]. These lots will need to have payment made at the time of connection to Utility service. Unknown FINAL REPORT—August 19,2015 8 98 • Individual lots along 33`d Avenue NE which have not been connected prior to settlement date. These lots will need to have payment made at the time of connection to Utility service. Unknown • Collier County owned property. Unknown Allocation of Available ERCs Water Sewer • Category No. 1 Vacant 418.6 ERCs 418.6 ERCs Category No. 2 Vacant 72 ERCs 72 ERCs Category No. 3 Vacant 71 ERCs 71 ERC' Category No. 6 Neighborhood Shoppes 38 ERCs 38 ERCs At Orange Tree Category No. 7 Orange Tree PUD 550.4 ERCs 690.4 ERCs Total ERCs Available 1,150 ERCs 1,290 ERCs FINAL REPORT—August 19,2015 9 y —.N M enM M V'' U) b r r co E 2 0 .5 8 `.3 3 .u. .V °.3 zz zzzz z z z z zz U t,_, O — N sr)M b !I'41 )M-.N k M .4,n M O Men O1 M N W b Vo n 01 NO v v r M 00 N M vl 01_ P V Cl v1 N N N N V' v1 OA O„O^ v1,. v1 M v1 ,_. rn ^ Ni O„ Mel N M o * ^ en 0 U W ig O,-.N.4,1 U1M,O---.N MND M el. 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V ° O O U s O o M N 0 O W 00 00 ca a; „co F o V �^ a F .0O .c u A. a.a: GO 0 opo ° bl�--r �• ° ° - e QbW U e0 ) v n'6 o — N N y YC.g 0 o 7 _ 0 0 oVU0. 0 F .0 a) 5 0 . r' d N u u Z g W en om Vuwv) u, C/)F '8V'' '3 .- 4 � z-' z' v -0 v ob Po 578 � u 0 uis r .5 F W •3 W 3 U U U ,,,ao 0 0 u 3 W ,., c v_o .o a es .5 O O O V n--a d d . 4 ,z L F 0 0 Uv)W> ZFZE ze4z0 9B NOTES FOR TABLE NO. 1 1. Developers Agreement includes Units 3 and 4. Exhibit B identifies 92 ERCs and Exhibit D identifies 51 ERCs. Also included, but no ERCs identified, are a recreational area and guard house. Connection not included. 2. Developer Agreement includes Units 5 and 6. 3. No Developer Agreement received, developer appears to be Naples Orange Tree Trust. Clubhouse not included in connection count. 4. Developer Agreement includes Phase lA and 1B. Ownership is now RP Orange Blossom Owner LLC. Original agreement included 300 pre-paid ERCs. Subsquent agreement by RP Orange Blossom added 81 pre-paid ERCs. The two Clubhouses were not included in Agreement or connection count. 5. No Developer Agreement received for this area. Ownership is Orangetree Associates or affiliates. 6. Developer Agreement includes Phase 3A, 4A, 5A, 6A and 7A. Clubhouse not included in Agreement or connection count. Per discussion with OT, the remaining 33 lots are not pre- paid. 7. Developer Agreement does not identifying area to be served. Review of property records indicate the Valencia Golf areas 1,1A and 2 are to be served by Agreement. 8. Developer Agreement includes Phase 1, Country Club, Maintenance Building, Sales and Guard Building. Phase 1 includes 67 single family lots of which 19 are vacant. Connected Phase 1 ERCs calculated on pro-rated number constructed. 9. Developer Agreement identifies 430 SF, 220 MF (176 ERCs) and 10 miscellaneous connections pre-paid. Total Water and Total Wastewater ERCs connected are 362.4 ERCs with 253.6 remaining. 10. ERC calculation is based on 350 GPD for Water and 280 GPD for Wastewater. 11.Existing convenience store with no developers agreement. 12.No Developer Agreement for Golf Course available. Golf Course includes 2 restroom facilities on course,Clubhouse and Maintenance Building. 13.Parcel owned by CVS.Preliminary plans indicate 14,918 SF of development. 14. Parcel owned by Cypress Commercial Development LLC. This is an Orange Tree associated company. Bank has been identified for this site with 4,091 SF of development. 15. Parcel owned by Orange Tree Associates. This site has been identified with a 48,031 SF grocery store,one 1,400 SF restaurant and two 1,400 SF retail stores. 9B Table No. 2 LISTING OF VACANT LOTS (As of June 2015-Based on 2015 Mapping) Vacant Platted Lot with Prepaid ERCs Orange Blossom Ranch Phase lA Lots 1-3, 138-143, 148-158, 173-180, 238-239, 241 Orange Blossom Ranch Phase 1B Lots 1,4, 5-91, 93-111, 114-116, 127, 129-131 Twin Eagles Phase 1 Block A Lots 7, 9 Block B Lot 15 Block C Lots 19,21,23,24, 29,30, 31, 33, 38 Block D Lots 45, 53, 55, 57 Block E Lots 62, 63, 67 Twin Eagles Phase 2 Block 104 Lots 10, 13 Covent Garden (MF) 52 Units Phase 2B Block 104 Lots 26, 38 Phase 2B Block 105 Lots 11,24,26-29, 31-33, 37, 39-43, 45,46,48-50, 52, 53, 55, 59 Phase 2B Block 106 Lots 9,24-28, 30-31, 33, 42-46 Phase 2B Block 109 Lots 1-86 Phase 2B Block 108 Lot 2 Phase 2B Block 110 Lots 1-29 Phase 2C Block 111 Lots 1-61 Replat H&I and Block 107 Lots 1,4-16, 18-19,30-33,41 NOTE: Twin Eagles Phase 2 has a cap of 616 ERCs. All vacant lots or multi-family lots after 616 ERCs must pay. Vacant Platted Lots OR Tracts No Payment Made Valencia Lakes Phase 6A Lots 1-3, 8-9, 11-26,27-38 Valencia Golf& Country Club Phase 2 Lots 110-112 Folio Number 63810090069-CVS 75462 FL LLC Neighborhood Shoppes at Orange Tree Tract 3 Vacant Lots or Tracts Owned by Orange Tree Associates or Affiliated Valencia Lakes Phase 1A Block A Lot 1 Valencia Lakes Phase 2A Block B Lot 6 Valencia Golf&Country Club Phase 2 Lots 224,225 Valencia Golf& Country Club Phase 2A Lots 1-60, 77-84 Folio Number 63 810090027-Neighborhood Shoppes at Orange Tree Tract 1 Folio Number 63810090043-Neighborhood Shoppes at Orange Tree Tract 2 Folio Number 00210440007-Unplotted,Remainder of Orange Tree PUD Folio Number 64700625501 -Part of Orange Tree Unit 3,Citrus Gardens Section Phase 1A Folio Number 00210041503 -Utility Site 9E ,,, Figure No, 1 , FILL 7006 F4I-1-W_R 1:1 05/29/03 1137 GN 1' I R 27 E FIGURE 2-1 li I R 25 E 1 R 26 E u a n a v •. 3, v a n a ` L ,. NORTHEAST SERVICE AREA _ 1;"-- .• NORTHEAST N0. 1 �� — SERVICE AREA : NO 2 �1 t 20%.,"1,5'; ' %� / :/ � it ,1 : si- '''',,t';';.;:,,:.' 5' �> (: 4 "— I ' I Aj ORANGE 11 1%1,-1_ k tI' '4g4)* '. 1a ,a E .aaeeau-Lw.p« ,,5''eF'Fr. ., aL„wa...mi# ' h A. •. _,_z{,_,/, 1 ! -:;-1111 _ // 3 s1 s' f /� J7€ t ' " � " sII %/ J�4 tt � -"'' •, .,,ly ',,%/4,—;',',...,,-/:/•50" — Cuc ,syMk sf � k, A x1✓ 2t /� T�i. 'iii/� � %/fo /J% fr //f%/•j�ij/.,ii'sf,4// / , 2 1i : � F�% ,. �r 2, S RVIC AREA CITY OF �"� "_w"'I 6 //% ® �, �� i t NAPLES i rp-e-+na- �-` t .q.�—s ' `' ,. 1111_:...,...,. iilzJ ERIl1�n '��� `" 4,,t,:;, ,wi�:t x Frit rte1111 0�� OLLIE' to imi vim - .1,-„, „ ..,,,..„t2,,,,,4,.„,, i ' - Ill 98,',fti. 1 4 I , OUTH:AST SERVIC ARE soil - t„..it ,, LEGEND 1111 i EXISTING WATER I z �-. A �** III ,. AREA MENT PLANT ,, �� � za7 n E tea-„< : I. AREA CURRENTLY SERVED BY CCWSD ".7n "�dkG"� 3`=3^;. CITY OF NAPLES r f/I 1 Wl ©®iir- AREA SERVED BY ff�--'"y II CITY OF NAPLES b� V ��-- ' • �LLIER II �!. MACE �� �� 5 M�N E SERVICE AREA { NIIII ��® — C`SERVICORANGTREEr Imo' � y' ii ItSERVICE AREAI�r- c f WATER-SEWER CO.DLANo7 ► [I II DISTRICT BOUNDARY WA �• �[ u1 DISTRICT BOUNDARY——— dd / • '•I i ''ICT- 0 If 0 PRIOR TO 2003 A\ 1 ` �• .. I' 0:5: 4 MARCO ISLAND ,_1: 1 , • 0 w i- A pi WATER AND m �� SCALE IN MILES SEWER DISTRICT �,�gti r T� _t CI!P 1 ( { AREA OF CURRENT WATER S---------„,,,,-.--,-"w RVICE _COLLIER COUNTY GOVERNMENT PUBLIC UTILITIES DIVISION II ,�, GREELEYaND HANSEN 2008 WATER MASTER PLAN UPDATE 24 JUNE 2008 I 1 1 9E Figure No, 2 FILE:2009 FIGURE 2-I_R]:1 05/29/08 09:55 GH-E FIGURE 2-1 (� I R 25 E I R 26 E 1 R 27 E I II I ,_ n ,s a .3 li -- I I I NORTHEAST 3 ' ], v 3, SER1 AREA SER NORTHEAST SERVICE AREA . , , N0. 2 ; - F_____ ,a a -,�i/,`/'.%:/` //'7'4,/'if V Ann I „ .x ®' I „ I ,] � ;��I ORANGETREE „ jos 1 - %////•i% �sr-I`ORANGETREE e i! ' a lly� 1 = I J1„c s // /J/'/ /R WRF as � � '' I s O/ii.45 %��% “,, ••.= ice/ 1 x .3 _ T` //% Vi _ 1111111:%//% 1 • ////. �:i%�(.4,/,/x — ,--.41. '.i . 8 ' 1 111 //r;/.• '/ ty"'-'',0 ',% ziW..-• • INV % "..4'7); /� • EAST CkNTRAL . '] um , �/ mirAREA ',s. IC> /moi rl . ], CITY OF IriM 1,1111Pirea?'$. '- `% sr NAPLES ®® LI�s ..--�,I � . i.x,�/ NAPLES ilis TY V.RF ®� ® — �WRF 1_, .��-.•. 1...3 'x• I 1111111111111111 ‘X, 11111111111 CM VI Q V N 2, It -- -I a 'OLLIE. COUniuni V ,s` ,�. ]] ,:"'.'g' r., WATE"-SEI111IID F SC 'F "DI TR1CT S7 ill 10111111111111 ' Pli — 00.51 2 �y 3 4 ■w0 mmis, � OUTH:AST _, SCALE IN MILES ,ERVIC ARE. LEGEND I� EXISTING CCWSD 1'IRF b : 1 ,a ' Inil ') NORTH COUNTY , 1�' 1 '�.. \ s h SOUTH COUNTY * �> 1:3 ,s ,� 0 e �, ' n )- OTHER v n v v I m 11111 ,-711 �� in TREATUENT PLANTS )- ' AREA or CURRENT (p� WASTEWATER SERVICE / ` 1 ]+ 3 v NIL3 ® j CITY OF NAPLES 1,//j v- k FGUA ((,� 7► Q SERVICE AREA L�%� Bpi or EM NOBLE 1 - ORANGETREE - -- .._w — SERVICE AREA ``++//'� !�� PPR III�. GOLDEN GATE '%ice' `T� �� �s ] ESTATES L� ► _D O!BLANE' WATER-SEWER , or ' V�IATER „ v DISTRICT BOUNDARY =. SU:(01ST' BOUNDARY BETWEEN — 1. N NORTH AND SOUTH 1 .� � �* ,s n a SERVICE AREAS m DISTRICTIBOUNDARY--- . " c 111 3 I r ,- PRIOR TO 2003 ]. MARCO ISLAND � �� ,� 1 YIA7ER AND '"�� '4. I SEWER DISTRICT AREA OF CURRENT WASTEWATER SERVICE COLLIER COUNTY GOVERNMENT PUBLIC UTILITIES DIVISION 2008 WASTEWATER MASTER PLAN UPDATE -----P- GREELEY AND HANSEN 24 JUNE 2008 E 98 Figure No. 3 450,000 400,000 • @ 4 350,000 + v °v ® .8 4, g 300,000 v 0,` 4, 4• c 4 250,000 3 0 200,000 150,000 100,000 50,000 p by 7ti Lti 1ti 1ti titi y3 y3 yi tis 1 1' 1b , tib 'tib ,tib ,tib ,,ac � 5e9 o� ,ao �� 4,a lJ� 509 bac' baa a Monthly Average —36 month average Orange Tree WTP water production per FDEP records—monthly average daily flows from January 2012 thru December 2014 FINAL REPORT-August 19,2015 10 9B Figure No. 4 800,000 700,000 600,000 VR d a 2 500,000 LL f 1 I t 400,000 , 1 `� �, i •/ ro 11 ,it 300,000 r 200,000 100,000 0 5-Feb 25-Feb 17-Mar 6-Apr 26-Apr 16-May 5-Jun --Five day moving average —e—Data reported to FDEP Orange Tree WTP water production per FDEP records—daily flows during 2013 peak season FINAL REPORT—August 19,2015 11 9B Figure No. 5 600,000 500,000 4 4 • 4 n 400,000 4 p 40 4 4 F 4 0 4 4 � 4 300,000 d m 200,000 100,000 y'L 1'L y')' ,yy ,ti'L ,til' ,y3 ,ti3 .," ti� ,y9 .ti3 ,yb 1b ,y0. ,tib sacs \a 4,,1 %.> 49 43 �a� a� g \-) Seebac a� 0 �` ,§ \, • 4, Monthly Average —36 month average Orange Tree WWTP influent flows per FDEP records—monthly average daily flows from January 2012 thru December 2014 FINAL REPORT—August 19,2015 12 96 Figure No. 6 700,000.00 600,000.00 AiNt4 500,000.00 '] yr.',"1 ��,� &41., a I 0 400,000.00 m 9 A d `d 300,000.00 3 d m 200,000.00 100,000.00 0.00 o� o° NZ'' NZ ,& �o� _o4, �� _oG, o� �� eQ eQ Q 9 c� o' Cpl till ° 11 1� titiP . ,. tiP 9P by . a,. 'Lc"ye � O 1 'L 'L 1 1 —4—Data Reported to FDEP —Three day moving average Orange Tree WWTP influent flows per FDEP records—daily flows July thru September 2013 FINAL REPORT—August 19,2015 13 9B Figure No. 7 600,000 . 500,000 _ _ • —• • — �. — • . . . _ • -- _ .� — A 411.11111\ ,dia, 400,000 I ;� `, - '44' — Villirgrrilrflar - -' • — .a 3 m m m m a 200,000 100,000 0 , 0P 04 005 00 •10 10 ,til .til le 'til' 1� .y3 '��` ,tip ,, ,tio hyo hyo hyo hyo hyo \yo hyo �tio �,yo hyo hyo hyo hyo hyo 1.\-, ,`\- y\- ^\-, N\ 11 1\1 -\\7 Nati .\,- ,y.1 �1 ,.., ,`\ti N, —.--Monthly Average —12-month average Linear(Monthly Average) Orange Tree WWTP influent flows per FDEP records—monthly average daily flows from January 2008 thru December 2014 [identifying peak maximum three-month flows occurred in 2008 and 2013 wet seasons]. FINAL REPORT—August 19,2015 14 9B Appendix J to Integration Agreement Joint Stipulation 9B IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CASE NO. 11-2014-CA-001434-0001-XX BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the Governing Board of Collier County, a political subdivision of the State of Florida, and as Ex- officio the Governing Board of the Collier County Water-Sewer District, Plaintiff, vs. ORANGE TREE UTILITY CO., a Florida Profit Corporation; ORANGE TREE ASSOCIATES, a General Partnership; SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation; ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation; and ROBERTO BOLLT, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended, Defendants. JOINT STIPULATION Plaintiff Board of County Commissioners of Collier County's (the "County") and Defendants, Orange Tree Utility Co., Orange Tree Associates, Springhill of Collier County, Enterprises Of Hollywood, Inc., and Roberto Bollt, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended ("Defendants") hereby stipulate and agree as follows: 1. In order to maintain the status quo and to prevent any waste or misuse of the System while this action is pending, Defendants agree to refrain from: a. Mortgaging, pledging as collateral, encumbering, selling, transferring, leasing, or otherwise destroying or removing any fixtures, personalty, or intangible property that are necessary for the operation of the System other than the ordinary maintenance and repair of the System necessary for day- 9B to-day operations, and specifically regarding any real property' at issue in this case, Defendants will refrain from mortgaging, pledging as collateral, encumbering, selling, transferring, leasing, or otherwise destroying the same; b. Entering any commitments for water or waste water service that would necessitate any material System expansion without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed; c. Constructing, without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed, any substantial new infrastructure including any new water and wastewater treatment plants, substantial ponds or wells, buildings, or other significant structures that would be outside the normal day-to-day operations and maintenance of the System notwithstanding the requirement to repair or replace System infrastructure in the event of a force majeure or other such unforeseen occurrence; and d. Making any significant changes in the manner in which the System is operated on a day to day basis in terms of service to customers, billings and collections for service, rates charged for services, or the maintenance, service, and operation of the System. 2. In order to maintain the status quo and to prevent any waste or misuse of the System while this action is pending,Defendants agree to: a. Keep an accounting, from the date of this stipulation until resolution of this case, of all inspection fees, connection charges, capacity fees or other forms of service availability charges collected by Defendants in association with the System such that the monies associated with the same can be apportioned accordingly between the parties upon resolution of this case, whether by agreement or by court order, and Defendants agree to keep sufficient money in reserve such that, should these service availability charges be determined to belong to the County upon resolution of this case,the money will be available for turnover; The amount of property necessary for System's conveyance is a centrally disputed issue between the parties. However, for purposes of maintaining the status quo until final resolution, real property as referenced herein will encompass the twenty-eight acre parcel as referenced in Plaintiff's Complaint. However, Defendants dispute that Plaintiff is entitled to that entire acreage. 2 All b. Continue performing all usual and customary maintenance and service to the System. to prevent waste, disrepair, or diminishment to the System, beyond the normaland expecteddaily wear,tear and use;. c. Continue operating and maintaining the System pursuant to and in compliance with all County,. State, and Federal legal and permit requirements necessary to operate the System; d. Continue to pay ina timely manner, to the extent any such obligations exist, any and all debt service, contractual or lien obligations related to the Systemso as to prevent the loss of or forced sale of any personalty, real property,_or_intangible_property_owned_by,_used_by,leased_t000r upon.nr through which is necessary for the operation of the System; e. Continue to maintain as current and up to date any and all permits, licenses, service agreements, or contracts necessary for the useand operation of the System; and f. Upon 4 business days' notice from the County; allow County agents or representatives, to be attended by at: least one County staff person, physical access to the System on a monthly basis for visual inspection of the System's operations andconditions during normal business hours at a time and date agreeable to both parties. Respectfully submitted this 31st day of October, 2014. /s/Edward A. Dion /s/Rachael M. Crews Edward A. Dion, Esq. BURT SAUNDERS Florida Bar No.267732 Florida Bar No.: 274313 Nabors, Giblin &Nickerson,P.A. THOMAS A. CLOUD 110 East Broward Blvd., Suite 1700 Florida Bar No. 293326 Fort Lauderdale, FL 33301 RACHAEL M. CREWS Telephone: 954-315-3852 Florida Bar No. 795321 edion(cr�ngnlaw.com GrayRobinson,P.A. Counsel for Plaintiff 8889 Pelican Bay Blvd.,Suite 400 Naples,Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burt.saunders@gray-robinson.com gray-robinson.com thornas.cloud@gray-robinson.com rachael.crews(@,gray-robinson:com daphnie.bercher(7agray-robinson.com ian.gordon(a gray-robinson.com darlene.dallas@gray-robinson.com, Counsel for Defendants 3 \635003\4. # 229219 vl Filing#20063535 Electronically Filed 10/31/2014 12:06:03 PM 9B IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CASE NO. 11-2014-CA-001434-0001-XX BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the Governing Board of Collier County, a political subdivision of the State of Florida, and as Ex- officio the Governing Board of the Collier County Water-Sewer District, Plaintiff, vs. ORANGE TREE UTILITY CO.,a Florida Profit Corporation; ORANGE TREE ASSOCIATES, a General Partnership; SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation; ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation; and ROBERTO BOLLT, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended, Defendants. / NOTICE OF FILING JOINT STIPULATION Plaintiff, Board of County Commissioners of Collier County's (the "County"), and Defendants, ORANGE TREE UTILITY, CO., a Florida Profit Corporation, ORANGE TREE ASSOCIATES, a General Partnership, SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation, ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation, and ROBERTO BOLLT, as Successor Trustee, by and through their undersigned counsel, hereby files this Joint Stipulation. Dated this 31st day of October,2014. /s/Rachael M. Crews BURT SAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS Filed with Collier County Clerk of Courts 96 Florida Bar No. 795321 GrayRobinson, P.A. 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burt.saunders@gray-robinson.com thomas.cloud(agray-robinson.com rachael.crews@gray-robinson.com daphnie.bercherna gray-robinson.com jan.gordon@gray-robinson.com darlene.dallas(a,gray-robinson.com Counsel for Defendants CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 31st day of October, 2014, I electronically filed the foregoing with the Clerk of the Courts by using the ECF system which will send a notice of electronic service to the following: Gregory T. Stewart, Esq., Heath R. Stokley, Esq., and ' Edward A. Dion, Esq., gstewartangnlaw,corn, hstokley cr ngnlaw.com, edion a ngnlaw.com, legal-admin@ngnlaw.com; and Scott R. Teach, scottteach@colliergov.net, (Collier County BOCC). /s/Rachael M. Crews RACHAEL M. CREWS \635003\1 - # 230579 vl 98 TECHNICAL MEMORANDUM Orange Tree Utility Company, Inc. Update to Capacity and Service Commitment Review November 23, 2016 Prepared by: Ronald E.Benson,Jr.,Ph.D.,P.E., Senior Vice President Hole Montes, Inc. 950 Encore Way Naples,Florida 34110 (239)254-2000 Assignment Provide an update to the Final Report which was issued on August 19, 2015. Reason for Update There have been two FDEP permits approved since the earlier report was issued. The capacities which have been approved by FDEP have significantly reduced the available capacity for the Orange Tree Water Treatment Plant(WTP)and Orange Tree Wastewater Treatment Plant (WWTP)which were concluded in the earlier report. Water System Findings The Technical Memorandum prepared by Hole Montes, Inc. (Final Report dated August 19, 2015) identified the demands on the Water Treatment Plant as being an average daily flow of 336,000 gallons per day (January 2012 thru December 2014).1 The average daily flow was divided by the approximately 2,300 ERCs to yield an average daily flow Level of Service of 146 gallons per day per ERC. A maximum daily flow of approximately 500,000 gallons per day was observed for this same time period, resulting in a maximum daily flow factor of 1.49 times the average daily flow. The maximum daily flow Level of Service was determined to be 217 gallons per day per ERC.2 The August 19, 2015 Technical Memorandum identified the number of r Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,pages 3-4. [The monthly reports for the Orange Tree WTP,as submitted by Orange Tree Utility Co., Inc. to FDEP for the period January 2015 thru May 2016, have been reviewed and the average daily flow during that period was observed to be similar to that for the period January 2012 thru December 2014 which was previously utilized by Hole Montes,Inc.] 2 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 4. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-1 9p vacant lots in previously approved subdivision developments.3 Using the level of service which was observed for the existing customers, the projected future water demand for the sum of existing customers and existing vacant lots total 621,433 gallons per day. [Note: Existing FDEP permitted capacity is 750,000 gallons per day,maximum daily flow.]4 Existing historic maximum daily flow 500,000 gallons per days Orange Blossom Ranch Phase 1A [31 @ 217] 6,727 gallons per day Orange Blossom Ranch Phase 1B vacant lots [115 @ 217] 24,955 gallons per day Twin Eagles Phase 1 vacant lots [19 @ 217] 4,123 gallons per day Twin Eagles Phase 2 vacant lots [285.6 @ 217] 61,975 gallons per day Valencia Lakes Phase lA vacant lots [1 @ 217] 217 gallons per day Valencia Lakes Phase 2A vacant lots [1 @ 217] 217 gallons per day Valencia Lakes Phase 6A vacant lots [33 @ 217] 7,161 gallons per day Valencia Golf Phase 2 vacant lots [6 @ 217] 1,302 gallons per day Valencia Golf Phase 2A vacant lots [68 @ 217] 14,756 gallons per day Total Existing and committed to existing vacant lots 621,433 gallons per day On January 26, 2016, FDEP approved permit number 340996-001-DSGP for Publix Orangetree, which was based on an application received by FDEP on January 21, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. water system for an estimated water demand of 12,056 gallons per day.6 This application was signed by Roberto Boldt,President on December 16,2015.7 On November 1, 2016, FDEP approved permit 348443-002-DSGP/02 for Ranch at Orange Blossom Phase 2A, which was based on an application received by FDEP on October 27, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. water system for an estimated water demand of 234,080 gallons per day.8 This application was signed by Roberto Boldt,President on October 19,2016.9 The applications for both of the above permits, signed by Roberto Boldt, indicate a historic maximum daily flow of 0.497 million gallons per day.10 3 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,Table 1 and restated on page 7. 4 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 2. 5 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 4. 6 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Publix Orangetree,Franklin Adam Porter,P.E.,Project Manager,page 2. Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Publix Orangetree,page 7. s Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Ranch at Orange Blossom Phase 2A,Carl A.Barraco,P.E.,Engineer of Record,page 2. 9 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Ranch at Orange Blossom Phase 2A,page 7. 10 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Applications for (a)Publix Orangetree and(b)Ranch at Orange Blossom Phase 2A,page 7. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-2 f 98 Therefore, the total of the historic maximum daily flow for the Orange Tree WTP, combined with the projected demand associated with existing vacant lots, combined with the undeveloped lots recently approved by FDEP [January 26, 2016 and November 1, 2016] total 867,569 gallons per day. Total Existing and committed to existing vacant lots 621,433 gallons per day Permit#340996-001-DSGP [Jan 26, 2016] 12,056 gallons per day Permit#348443-002-DSGP/02 [Nov 1,2016] 234,080 gallons per day Total existing plus committed flows 867,569 gallons per day Water System Conclusions As a result of the approval by FDEP of the two permit applications submitted since the completion of the Hole Montes, Inc. report, the available capacity for the existing Orange Tree WTP has been significantly reduced and in fact the capacity needed for the WTP appears to be exceeded once the previously approved and recently approved homes are completed. Therefore. it appears that the most recent water system permit should have been issued as a dry line permit. Wastewater System Findings The Technical Memorandum prepared by Hole Montes, Inc. (Final Report dated August 19, 2015) identified the flows being treated by the Wastewater Treatment Plant as being a maximum three-month average daily flow of 480,000 gallons per day (July 2013 thru September 2013).11 The maximum three-month average daily flow was divided by the approximately 2,300 ERCs to yield a maximum three-month average daily flow Level of Service of 209 gallons per day per ERC.12 The August 19, 2015 Technical Memorandum identified the number of vacant lots in previously approved subdivision developments.13 Using the level of service which was observed for the existing customers, the projected future water demand for the sum of existing customers and existing vacant lots total 596,956 gallons per day. [Note: Existing FDEP permitted capacity is 750,000 gallons per day,three month average daily flow.]14 11 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,pages 4-5. [The monthly reports for the Orange Tree WWTP,as submitted by Orange Tree Utility Co.,Inc.to FDEP for the period January 2015 thru May 2016,have been reviewed and the average daily flow during that period was observed to be similar to that for the period January 2012 thru December 2014 which was previously utilized by Hole Montes,Inc.] 12 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 5. 13 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,Table 1 and restated on page 7. 14 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 2. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-3 93 Existing historic maximum daily flow 480,000 gallons per day15 Orange Blossom Ranch Phase 1A [31 @ 209] 6,479 gallons per day Orange Blossom Ranch Phase 1B vacant lots [115 @ 209] 24,035 gallons per day Twin Eagles Phase 1 vacant lots [19 @ 209] 3,971 gallons per day Twin Eagles Phase 2 vacant lots [285.6 @ 209] 59,690 gallons per day Valencia Lakes Phase 1A vacant lots [1 @ 209] 209 gallons per day Valencia Lakes Phase 2A vacant lots [1 @ 209] 209 gallons per day Valencia Lakes Phase 6A vacant lots [33 @ 209] 6,897 gallons per day Valencia Golf Phase 2 vacant lots [6 @ 209] 1,254 gallons per day Valencia Golf Phase 2A vacant lots [68 @ 209] 14,212 gallons per day Total Existing and committed to existing vacant lots 596,956 gallons per day On January 8, 2016, FDEP approved permit number 50692-030-DWC/CG for Publix Orangetree, which was based on an application received by FDEP on January 7, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. wastewater system for an estimated 5,023 gallons per day.16 This application was signed by Roberto Boldt, President on December 16,2015.17 On November 4, 2016, FDEP approved permit 34844-002-DWC/CM for Ranch at Orange Blossom Phase 2A, which was based on an application received by FDEP on November 3, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. wastewater system for an estimated 121,044 gallons per day.18 This application was signed by Roberto Boldt, President on October 19,2016.19 The applications for both of the above permits, signed by Roberto Boldt, indicate a historic maximum three-month average daily flow of 0.405 million gallons per day during the past 12- month period.20 Therefore, the total of the historic maximum three-month average daily flow for the Orange Tree WWTP, combined with the projected demand associated with existing vacant lots, combined with the undeveloped lots recently approved by FDEP [January 8, 2016 and November 4, 2016 total 723,023 gallons per day. 15 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 4. 16 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Publix Orangetree,Franklin Adam Porter,P.E.,Project Manager,page 2. 17 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Publix Orangetree,pages 9 and 10. 18 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Ranch at Orange Blossom Phase 2A,Carl A.Barraco,P.E.,Engineer of Record,page 2. 19 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Ranch at Orange Blossom Phase 2A,page 10. 20 Notification/Application for constructing a domestic wastewater collection/transmission system,Applications for (a)Publix Orangetree and(b)Ranch at Orange Blossom Phase 2A,page 10. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-4 96 Total Existing and committed to existing vacant lots 596,956 gallons per day Permit#50692-030-DWC/CG [Jan 8,2016] 5,023 gallons per day Permit#34844-002-DWC/CM [Nov 4, 2016] 121,044 gallons per day Total existing plus committed flows 723,023 gallons per day Wastewater System Conclusions As a result of the approval by FDEP of the two permit applications submitted since the completion of the Hole Montes, Inc. report, the available capacity for the existing Orange Tree WWTP has been significantly reduced down to only 26,977 gallons per day (only 3.5% of permitted capacity). Therefore, effectively 100 percent of the permitted capacity has been committed. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-5 --• • •• • • • • • • • ••• •• 9B MREE tak.nurptryoitsg***.:111W040:40 24th 7144AGREEMENTis into of.:IanneTyi.:2017,hy-andletween.ther roMIONrry-Agsompp.;;:$0VI0w-fric. (hereinafter room414-4'fogs"),and the cowry :OCktottwOjiltAS: .e6Uitit couOrti •.%.010..044: gX4PICIO, .GOVERNING BOARD OF THE COLLIER COUNTY'WATIEROAPSR. ti_Litrit.tTri(hereinafter- referred: to as VITIVICV); aticti jobia by VALENCIA GOLF AND COVNTRY. -MVO OOptROYMER.fl INOrtiOAA winch terms are used as Singular or plura1, as the - gB:c51.;1141.4) WHEREAS the District is 404trous:of obtaiiiint.adtlitiontit 4:14tiotat alternatives for-treated wastewater effluent produced tiyini wastewater freatmenLfacthtieS referred to-as'Walla*: ind. CRS toitts .0e:tato In 001,110-.Cinllity,:Flottidn,,Att inigtitien-Watet:system and -intitiOnivater's'eivives ornidistribitionfidaildeirte!itepeitiesintd theneaparanthenedaiind, WHEREAS,:CR1.is..desinius of ohtidnitt Effluent In bulk from the District as an additional Irrigation welt(-xeslltn5;04nbe used by us:Oggion.water vpop..the:rpm*.over winch.the HOA omelet;control or provides and,$e01,004.keledingetietintrand:.flonte.Onidentiar horne4itek *Oa ihk.VoIeneje-Golf and tettayClub tontattnity and the comtnen 404 for the .HOA,: but. •41-010.441.0.1i61410101a OolfconrsoriannynnWeitteditunL(heteingtet:tefeneditO is-"Pinperty".).• liVITNEABT NOW,THEREFORE,lac onsidenitien of the covenantshereintifter contained ancl:other good and yoittableoonsi............................................... .,:moggouros rgruovAtA Each of the above Recitals are-herehyjneorporated into tliis.4eameatosif fldly set forthherau ittMISE,(>L5 hes.:tegllestai and:Pishint hae.',41.004 to provide,available=Oat in hillkifortitent inthfigehen*titettettititaWthe CRS ini:gatiOtt-iiietefOttetn Distriet-ihall deliver the Effluatto.CRS talkie Poititot7.Dilivety.01S:,•defttiCiftkercith from a flowlneterto..he instelled tlltidirof andouningInedhyDishietand.C-Itfludautair-saidEffluent:only-on.theiNoperty. QtIANIUY The CRS **On water system is a-pressure Likintixtd.traSed system, therefore the quantity o Effluent to to CRE by the shall hedetermined by PR5. irrigation vitt*•systentUser-denetnit The Effluent shall be.kleli*ereilas soon as the District is able to provide the EfflUent.,...prOidett that the.Distriathateit CR at least"thitty..(30).days written.notlee:of itsinterieto commence detivetyortheEffiuent-txteR1 . 4 TERM. CRS%peck to accept the Sflinont,from the District at the.,;Point of Delivery-as defined herein for residential:Oa:00=004 Irrigation for IVPVtiod:offive..(Pyears from the date of this Atnieirtent'Thereafter. Weis-.nOce,'. in..ivriting;•the-Agreentent shall:.he .renevded, successivelve:(51yearperiods,unless-tennituitedhyti$erpartras-prOvidedfor herein: 9E•- . ••.. • • • •-•• ••- • -• •••• • . •: •• • ••.. •• . • - i•••••• . S. .QyALITY, The Effluent delivered to-CRS. shall he "polished"effluent th€it:'has:been- :treated.by-the;i riot to°a0:0410013 bslual�ulnar meets:the standard."for irrigation use:with pu(ali access:now:and- ere after required by the lorida"Department of Environmental Prot on EDEP')+For porsoses ofif its Agreement,; polished";effluent-shall mean Elie:blend ofinembrane.sofftening coneentiate. , ;and reclaittied-water, requirements:of perts issued.by:local state and `feder :.t.eguTatoiry-agenc es wttt jurisdietion.over such--act vities G POINT OF DELAY D Paint ofDel sty-farEfluent shall_be where the.. :Effluent.passes:rom the District's-6 inch effluent pipeline to GRS's 16 inch discharge transmission main tirior try:.the CRS meter system as.descraibed in44iitiiC`'A" attached.hereto. The*District shall own; :operate-and Maintain.the effluent delivery system and>sball be:d000ed to be in possession and sent rol:of the Effluent therein,upstream of the Point of:Delive y_ CRS::shall own:operate and maintain tlie°efuent -distribution system, and: shall:he deemed to be:in possession;and control' of the Effluent therein,,.. downstream of:tom Point ofDelivery to thepoint where then�;uecit• ,enters the.system:of the-.users o• f th• e_ • i rigation.water..system.Point ofDe• live+:is used as s• ingular or:plural as the coatextrequiresj,Any lroproveniems..:neene:to:connect l he tstrict`s:effluent delivery System to' •PYtinE of Delivery steal l (I) the sole:responsil iiity of the Dict,(ii) subject;toCRS approval ..whish.shall not be unreasonably withheld, done o as nest to`adversely impact the.system,facilities and operations of CRRS;:and(iv)�as permitted b(.iiii). sy the;F.DEP.. 7. =DISTRICT.li PONSE-MITIES-UFSTREMitUPSTREAM OF.POINT:OF PELIVEIt1f_::Disteict. shall be:responsible.for all design, construction,:permitting; :financing-of all costs, and placing. in :operation;:ihb.effluent:deliyerysystein up to the-Point of Delivery..District shall bear all:costs:of operation and maintenance oftbe luertt delivery system:up to and including the:Point of Delivery. CRS iggspotanitx.tm,DOWNSTREAM OF powr OF DELIVERY. Cl .shall be •responsible:for:toe design, c on,.:permitting,financing of:all:costs end.:placing iii operation::the irrigation Vater system downstream of the.Pout of Delivery to the point where:the Effluent enters the system'.of the users of the::CRS::irrigation water System.:.CRS Shall:bear all Costs.:of(titration:and maintenance rof the irrigation water system;downstream=.of the Point..of Delivery.to:the point where::the Effluent.-enters:the-sysf em„of the.0 :oldie CF S:iirigation woater_system 9:. ONETQRING.:,District shaft take frlponblity for all:cost.of•airy groundwater ;monitoring plan stipulated and/or required:by the applicable state and/or fedorat prmitting:.agencies:for opertiowfor.he District and portions of the effluent irrigation system. 1. : STANDARD' OF MAINTENANCE. t shall maintain its.`:irrigation water sy io :downstream:of the:Paint.ofDelivety to,the,pint where:the.Effluent enters the system_of the users of the Cid irrigation_:water system a f standards:equal to:the e.standards for comparable irrigation water systems maintained:by t District, District sl f .have the right, but:..not tht-deity,to inspect the IIt8:irrigation water system to correctmaintetianee deficiencies;and arge CRS therefor,:hutonly r the Distort :first provide CRSS *Anon notlee of the deficiencie4 the opportunity to correct the deficiencies,and-CRS fails to Make significant progress towardcorrecting the: efieiencies.within:ninety (9oj days:of said notice;Nothing:in this Agreement.shall_require:CRS to modit ,or expand the capacity of its irrigation water system. II. RATE.TO ftEiVITARGED FOR;EFFLORN'[.For furnishing of the:Effluent;;the District shall initially.charge and:CRS shall'pay the lowest rate established by.the District for bulk reclaimed water that is in effect at the.time::the District-commence-:delivery:(hereinafter referred to as-"Effluent. Rate"). 2 • • • • - - • • • -• :l :..1- . �±�p RA'1'F�CH�INt�Eb'.`�1G.=1�18f�P»t:$115����BYe�3B;f[g�t:tQ.1��C1`C.d6`e'QT�pCL °'�1�.:�a++.UCet. . . rlor. i. e, Rate>!fr -tianelb time upon-�r+avidingthi�e::;(3Q)days:�i: �'�+nttesi;:noiioC:ota cFtattge,ir.k:fnt.the action,ofilie Board of'`Comity:=.Commiasioners:..tl Any increase:ii Me;Effiiueiiit3€ate-sbu:ll only artse e' District's increase to costs representing production,tteannetit,and.delivery of The Effluent,or.as the result. of a jatestudy Siob.determines itbat an increase in the.Effuent Rate is::required to ifinanee;tlie:oiats of� pmducn :>t nt<.an fi delivery of the Effluent.Arty rate':Increase shall:be:tie.same increase or rate chargediv:_sizuilatly sitaated'irrfganion wat :systems,: :BlUING. The alteid :641 read the flow meter :at least rantlily add bill CRS: bimontlidy-for'the;F, eutquattityaccepted.by CICS duruxg.the billingpenod 14'. EFFLUENT AVAILABILITY. The District shall palter a diligent effort to :make The Effluent availible to CRS during,each—44 our:period:. 15 CRS EMERGENCY S TIV..M11OI+IS. The.parties acknowledge and agree that the-ER irrigdiiun. water syas#em Is a ptesxure dci d based system mitt is ns kdot igned tai rice cpt roru ':I•lown iii emergency.situations.:In'the-event of'an emergency,:as defined below, CRS shall notify any-;rif those District:representatives set:f herein and;iequest:.that:_thcpumpirig ax l lueut temporarily cease Suchi rtoticaR slla)I:lie'w writing where circumstances;permit and„ut;the.event of aninumediate emergency, shad .include:but stall nott�maywth< bE..by,telephone vsab .rni3:*Often ea�rmatlon.::14101044e*. <not=fiie.Thiiited:to (a) Olitimtkeougitians-sura_asburrlcanes..floodeinri�tiseasonablyex+essive;raiti€a11. w1dcli make knot reasonablyfeaslble Citt to:aeeept-the treated::E$tuart. (b) Shortterm:equipment:or.nteclianical-failure makingiltnot reasonably:feasible -for-G` S.to.iiistxiliute-tlu treated: lent. (c) An.A01:0004.:NihiOrtniticos it not reasonablyfeasiblefor CRS to.acct or distri7 ut0..e heated Effluent • ' lea. NOTIFICATION OF DISTRICT.Those representatives:of Districtw.110;0 11..be notified *the.epi€cif ori: iergeney: (a). Co eoutity ladiities.Adtnii istt e 3339Ta ':Tri B,:.Suite 3G1,Bldg a Naples, Florida;34:Irz .(79):252`-2388 } -:cau eer county.Waste hater Director 3339Temiattii .,Siiite.9QI,Bldg.H N plea,Florida 341`l 39)252-4211T (e) .visor;Collier County:NiuthCounty- .Regi l:Wastewatec.TieatmentFocility (2-39):252-5355' .:. situations iccur, Ifaiidv�►ften.esitcrgcncSr. __ .�_ ,pistmctwtllapt%fy. pofifythel)isttict y and the duration. telephone and.follow up vt►ith�letter stating the naturesif�e.rxnergency anticipated DISTRICT NOT LIABLE:10R FAILURE TO DELIVER EFFLUENT, Tie-:Diatriei shallnot.be held liable by CRS for-fatii*e to:deliver.EBluent it.a.reasonable situation preventing:such 3 • • ...... .......„ . 9 • gretrnaitralepotaties:putstrantbits.-waterusoportnitiasuett Sototriorida.111.:aterridan4gettiii#:.Dititikt fd.rresplietikth..41iteriP..$001$..Sitt004 shall TO. Meeker troitterWstovatet effluent 4trepi le*apt lack of flowto the treatruent totworgwtoppiegtoopro, .crintiuithlithitinin the.treated wastewater effluent Inaltingitturnsable:for 0) EctuinstientOrtintterill failure intlie.treitted.tVagevititerefflnerittleliyery:Syttetui Including-storage andlatinping. • (d) An Act of God whiell,tnakei7.•deli*OrY by the District itot reasonably feasible or impossible. It NOTIFICATION OF CRS-AND-1.71:K*14()A The representatives of CRS and thOltICtik whoshalthe..notffled:E.Inbe event of aileuiergeney..ofDlitiiet'S inabilitytOdeliver effluent are: 4) -Community AesetnueServices, 4$0E)reetitiverniVe,#114 -Nitgiek:FL 34119 (239)5944088 (b) Valeaeia OolfailCourary•Clah Eciare.ownem AsseeiarieMae. ill 1.Doub1eEgto Ma. .F14412(y- 3.9)$$‘14150• rand:when vmersPO-sittisigavecurill*Platict vallOWCRE,byteleplione.:and folIONV.:400.11,a letteritating,the nature::tiftlieemexgeney end the antkiinitediliiiiititin- WRITTEN NOTICE:OF:ADDRESSES .ANDIELEPTIONE CHANG.ES:REquiEgn. The District arai:CR.S:may:change the above mailingaddresses,andior phone numbextat any time upon .giving. v4itteOttetificationirenntrreeektrequeStetliby 20 USE OF EFFLUENT:.CRE..Sluill use the,:giffluetitidetiNe..ctedbytbe District and provide it •-throirWiti,irrigation water system for irrigationonlliePropertyln..arty manner determined by except that of the Effluent Shell beconsittent*ItItlneal,state and federal regulations. Except acibe nonnettuse.of;theirtigatien,water systemmay inoidentagy.rspray:Effluent into the-lakes ponds, ditches and;alongbs on.*Froperty#:CF0 44l.not discharge Effie*,directly into-the surface,waters Of the State Or Pierian tvithent,..W.rituen-authorization from-the:EDEP;:CRS-shall take all•teasonable precautions as to itsirrigation Vaiter,system to prevent:confusion between.effluent sources.and other wotersources downstream of the Point of Delivery by complying with all applicable rules).and pennitfrequirernents- regarihng nubile noticeOrthe existence of reelairood waierilieludirigi.but not limited to,required signage The District deemed to be .k'possession and control of the Effluent until it shall have been delivered tO. CRS rit-the Feint Of DeliVem after *hick doliYety. .PRE:shell be deemed to be in possession and control of the•Effluent AtiAhe--point:where the Effluent enteelthe system of the users al theCRS-irrigation waterteirr„ gxeusE FROMPERFORMANCE EY GOVERNMENTAL ACTS: If for atiy:reason • during to term.of this Agreeplent,4044-state or-focrot.-governments or agencies 4 shall fail to issue neggs_all:Perada., grant itegeasary:VOWS, or shall reViire: any ehange. in the operation of the 4 • -• - . . • •• • _• . . 95 treatment,.transmission- distrihntion.systems or the application,.and use Of EfflUent;tante Me:Oterit! Thai such reqttirensents-ahall'affect.the-ability a any party to:perfurmany...of the termsof this Agieeirient,- the-affected.pa#:y.. bo..iptcosed front the performance thereof and..a-new agreement shall he negotiate:di:if posSible,bytheparties:herero in ponfoogitywW,soch..peproits,approvals,or requirements. :However,noditn44411.-.T0400.:CRS Or:010m:to soot any new agreement it it materially alters the: TAWS righor obliptiiitiihereuridet tecluires.:etnaterietie).0.0d#Lue. .2Z pISTIgcr'S$674T.TIYUghtiltlApfai:Thegisttn . this AgreententirCRS:failsAuweeptententunder.4403.O.OnditiOna desnribedliteiktatirptfOrtratuee.is:. prevented:byithitipartylitigation,bril..CRS is or reasonably appears to be illegally disposing of or using -0001140a;,,or if any other event beyond thevontrOtorthe..District prevents performance,or if CRS fads, after reasonable !lift*:goliee-and:peesopOteopportunity tq cam:to•pay delintment fees, rates, or ehetges for set ices atelfeeiliiiesprodde4fOr.:onflerthlt•Agteeropet 23. TIRE OF TAKINATIOTI;WheretettOioe0oo.4.pcgoaitteiti:',0gderthii.-Ageemeeton.the part-of either.party,such. tentnnation Shalt net occur 00re.:eloert -days aftot•t4e..tvtnanoiag.#04 ljaknotifiettlheotherootyttivetieg-. .24; ACCESS, After reasonablenotice to 4;7445,..40 District.shill have,the nglit but not the duty,to review and inspect alreasonable times thepracticca,OfeRS*.ith respect to conditions tgreed-to.: lierein. Such inspection shall norrially.be.-.for the.purpose of review of the operation of the.affluent irrigation system, for inspettion of distribution mains and appurtenances,and for sampling at...-anyMe. DiStriefantonitoring.wells:CltS may have-crepreeentatiVeliccompanythe DistrictpersonneL -INPEM141PICATIO*.'CAS An....4.'0#1:f9k4t; consideration of tee‘101104.100644..aed sufficiency of*Inais accepted through the signing of the Agreement,.Shalt,defend,indemnify and held The:District 'harmless.froto and against all Clain* and liability arising out of anydischarge cawing]environmental pollution.if such.diteharge direetly from the AtOtitaii:Oft-.C.I(S. in the operation of.,its-.inigation,-water.system and not from.'01..P1,st*rs,:or.ratiow.of:iit Tacilities, To the, extent aljaviteditiy Florida law, tho,bistriat in:;!consiriaration often dollars, receipt aort,e,offielpeey.of Which i accepted through the signing of the Agreement,shall defend, intlerott* and hOld7"1!-R,$.and fb.O004. harmless front any and all 4044'and .liability arising out f any diapatita causmg environmental pollution if such-.discharge rotes directly fuai the nOtiOn. of the District In Lh operation; of its .facilities,. including the. Effluent delivery system. Theforegoing indemnification bythefpistrict:Aall not constitute a-waiver of sovereign immunity thc:lirnit set -forthirt florida,-StatuteS -Seetion7p848-.. 26 pw.iggewpp.7111R.DPARTYL:liENSFICARiEsMiii Agreement is solely for 0.0 benefit of format parties heretkand their successors in interest,and no right or cote of action shall 4scrowupotkor by mason.:horeat to A':forte-benefit.any third:party not a party hereto. 27 SEVERABILITY if any:Part.ofthik:AgraaMant.it,fOttad invalid Or unenforceable by any court,suchinvalidity or unenforceability shalt:net afrOtthe,:pther parts.of tins Agreentent,,if the rights and cthhgatlons,o.flhopartios contained therein are not materlallyprejtalieedandif the*endow-of the parties -anniaantintia-toiba effected,To that encl;tIti*.Agreeinentit dcolated.seyorable. 28, LAND USE APPROVALS.This Agritemant:Shill tat ba-.Odinitnied Ss.*basis for eitlior. granting or assating ntlinciiaating,::-or(Maytag,.reftising-to grant.or preventing any future.grant of land use or toniat approvals,panniSaions,variances,special exceptions,or any other ogitta with-respect to the lont. gopervisitheitrigatc.00t,. 29: APPLICABLE LAW.This. A:griiineit and tho proilSionscontained,.heroin.shall be 5 9B construed nontrOillekAndinterprete4ricenrding to die,laws ofthe;State ofFlorida.aind ilia Collineto-unty -I.01ities;`Standards.:i nd.Fr dt `® " u ce o its su &st.*..function. 0. APPAPAVOlit,_ *Or; this ;Ag ement nor-any memorandum thereof shall: be r enrdedia:t Fandia: dsntfAlictt upty, cTrt; 31. ASSIGN EI4T Assignment or transfer bribe rigfits or.obligations-of(1t4_niuies this Agreement:is prohiibited without prior written consent.of the:District;which:shall not be unreasonably withheld. 2. itti IG;'EFt' T.'1'h4.Agreement shalliibehluding upon the:parties;their successors eudas$us. 33. MITRE AGREEMENT; AlylE 1PMEI4.1'� Thic;.i grcement;. including . ,..bits, insetted hereto Constitutes ._ . . ...____ . :..... _:- .. . :;::. _-- .. ...:;tlsd;rntire:�ncnt:between Op.parties with;respect to tihr<:snl;3ect:matteit. .: : _ : .t� ovita.' 0 es or tiitit roFcten�txiiu;wujE' : �G�t kis in wnt3ugauty� �by i�Parti-. 'swcaesstir g*Interest fn tri PrOlmt R. 34,. iltlA'S-CONSENT TO-MATTERS. DE.s.exix!>".ot AGREEIVeN r STISPENSic —OF—ORS"OBLIGATLQN1. ACCEPT EFFLUENT: (a)-. CAS'ai d:Abe:BOA, as:suoeesior.:In ink to 0.1.41 itoni Inc., a :part as t is that.cettain Irrigation: gresment:datedd September 14,_2445:(the~grrigation Agreement'.The HOAlhas oined in.t isAgreement to confuse that:: (i),the actions o -CRi:..pursuant to this.Agreement are:In accordance with PRS''rights:wider the=Irngz tion;.Agreen (h`)°:QRS' inability ta.provide"Irrigation Neter" (as:described:in the irtigatinn Agreement)*Urns (*.oft*failure.,to be;provided sufficient. Efib nt bythie ct hider thus-Agr sent;.shall excuser- :perfortmance under the hilgatin t Agreement:for a lilts period'of tiahe; (hi)CRS' Irrigation Water meeting the requirements of the Effluent under this:Agreement:shall:be,deemed CILV.camplianen,with the JrrigationAgreement;.(iv)- the ROA consents to the matters describedheroin including,::without limitation;t~RS' provision .of :Irrigation.Water and: Recla hied Wates"(as-describe:in g%Irrigation=Agreement)to the HOA under'the Irrigation Agreement Width includes the Effluent..descril*iii this .Agreement;•and_(v) behalf of itselfan d'ite_members;:shareholders,officers:and:directors;and its and_theifrespective agents, employees,_.licensees and.invitees;.acid iti and..their:guccessnrs:and assigns,-teleaselittd,Asehatge.iCRS,.its officers,;ddirectors,shareholders,agents andiemployecs,_and its and:their successorsanti.assigns,-*OW any- .....: and:all_'claim¢,:damage or:liability;arising;out-af'or relating to the provision fli'.:Irrigution'Water anti Reclaimed,Water to the HOA°tinder the irrigation. Agreement which,i.cottaina the elements,.aqui is materiafl Sit>:accoridance with`the standards:and`requuen eats,described`:n tinsAgreement;and tvi)the 11OA w sdefend, indemnify arid..hold CRS,its officers,*teeters,shareholders,agents::_and.employees, afd-atirand their successors and assigns,,barniless fromand.against;.all claims,andliability arising.oat;of any discharge,damage,claim or liability relating to:or.involving the'Efuent,unless same arises out:of the gross negligence:o l willful i:isconduct of eitS,its agents'or;etbployoest._ 00- 14novitbstanding aityting:to the itmry cant taiit d in this Agreeftteiit; the District;:by execution hereof;.acknowledges that if:the:hrigatlon;Agiccuient is.terminated or°:if by the -terms of:tlie::irrigstioa Agreement, the HOA is not obligated to:accept, or:if:CRS is not obligated:to. -provide,.the:l ,anon.Water.,.or<:the:.lteelaimed Water,CAS'may, at:_its<option and upeatf notice to the LlIstnct;,ununedialelysi spend its`obligations t nder'this Agreeiuentl mtl strjitittio as CRS is:able to:brake commerciallyreasonable :Alternative,arranged to:accept the:Mffiucn& under<thiss.Agreement and provide it to the HOA.in-tiecOrdaneei Ida::the-irrigation Agreement and:.applicable latus, rales and regulations: G • . . _ • . . 9P :W"WITNE...$$'WgEBEOF,tlio:fOrogoitwO#4.icas..*Nao•solsori.00:4.theirluoult obi sea*thp:*ty. Ocl:YOtiEr,#000 t*otiOn.pi .:ATPEST; :070040wryAgso FAyt : • :,,stoglen.p.T.owitANiotfrooidegt Roberto President Al TESTI VALBLNCIA,GOLFAND--CO.VNTAY" HOMBOWN ERS:ASSOCIATION;INC, By: Jeffery;TWA:Posiilent of Valencia GO/04 Country Club iinincm,vnersE AssoniOnti,r Inc, . , A 'ESTS BOARD OF COUNTY COMMISSIONEW • — OF-copivp.wcovNTy,,FLoRnakiW,,,/ e k .13)CAVF/C10.:111EtOVERNBIOBOA1140,0 •-• 41111.11, THE COLLIER:COUNTY -- • a WATER-SEWERprsmicr „Attpst 4;5 c airM• Signature only;, . „ •• . Penny Taylor, /airrna .,Appr Ag01:,•:„. "1!, - • Jeffr-t, atzkow **Ont.,', sun!,, .Attorney STA * FLsiA couNry: The fprogoigg, ':::egrnt for Delivery and Ilse of Bulk Treated Wastewater Effluent for Spray :litigation:was:acknowiedos oteby Rtkbort0 Bollt Nos-idont.Of.0:nun-lenity:Resource:Services„Ilic.: WITNgss iny hand and !, :seettbis . of . . .._ _ . . ogarmug,:SEg.) • 'Notary Pub My camtrii ' pires: 7 9 • . „ STATE:OF' .FLORIDA 0OTINTrO COLLI1 R- 1 J: y.CERTI'Fl that:-on. ' day,>before :tries:an officer:dirijt-autliorized a;the.state anid: :.00unty;aforesaid;to takes acknowledgements;: ally appeared well known to,:me to be t e-Ch:aht ri:of tie Board oft ounity. :onimiss1 an •,: .;;Co liar;County.:Fl rida,as The Governing_$i :of Confer Coupty and.ads E* s ai o the Governing +ard:of The Collier:county WatnrSewer Disniet, bei authoiized so to..doi.executed the fotcgoiug8.:. Efflue it. ireement for the:purposes_therei contatiied tinder authority duly invcsted by:the.Board.of• •i . cuuimissi#uers told tftat fire seal affixed •:thereto`:is:.thetrue Seal of said Board;- tTNE _my°:t>aild:.aiid otacial'.Seal:in the County at di:..::`.i -3a afrirasaid t ills° - of day .: Notary• itic My Gantt salon Expires: a 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP (� 8 I TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 7 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office SRT 4> z1 7 1'"1 4. BCC Office Board of County -- Commissioners /s.(-7\ y-\v- 5. Minutes and Records Clerk of Court's Office --Fcc\ 21 tC PRIMARY CONTACT INFORMATION 1 Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Scott R. Teach,Deputy County Attorney Phone Number 252-8400 Contact/Department Agenda Date Item was 1/24/17 Agenda Item Number 9-B Approved by the BCC Type of Document Monitoring Well Easement —Orange Tree Number of Original Two Attached Documents Attached PO number or account Not at this time number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature SRT 2. Does the document need to be sent to another agency for additional signatures? If yes, • SRT- provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be SRT signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's SRT Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SRT document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SRT signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip SRT should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 1/24/17 and all changes made during the SRT • meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the ,- BCC,all changes directed by the BCC have been made, and the document is ready for e 5X17. Chairman's signature: PLEASE PROVIDE ONE ORIGINAL AND ONE CERTIFIED COPY e COTT TT• CH, DEPUTY COUNTY ATTORNEY I.Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 INSTR 5375181 OR 5369 PG 1728 RECORDED 3/7/2017 11:08 AM PAGES 10 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT, COLLIER COUNTY FLORIDA DOC@.70 $0.70 REC $86.50 INDX $4.00 9 B Record and Return to: William C.Garner,Esq. Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive,Suite 200 Tallahassee,FL 32308 (850)224-4070 MONITORING WELL EASEMENT (Randall Boulevard Monitoring Well) THIS EASEMENT AGREEMFN T lit. •i nt")effective as of the 1st day of March, 2017, by ROBERTO BOLLT, as if .i :1 e' cant to that Land Trust Agreement dated January 27, 1986, as reco . '6.R. Book-1-1 4 ~ 2331, of the Public Records of Collier County, Florida, as am jd-I whose mailing addres 'is 00 Executive Drive, Suite 110, Naples, Florida 34119 (" for",), !_COLL- ". ' OUNfiY, k political subdivision of the State of Florida, and THE BO•�L' i --Ci COIVIVII'SSIONERS OF COLLIER COUNTY, FLORIDA, as the F -I C11 t r• R" 'B ARD OF THE COLLIER COUNTY WATER-SE R IASI R. (`l . , `'1 ..e ' g address is 3339 Tamiami Trail East, Suite 301,Naples „jb •: 1 : , 13\ WITNESSI I „C„3":// That Grantor, for and �3s\icir,__ • ration of \s of $10.00 and other valuable considerations,receipt whereof is heiebthese presents does hereby grant and convey unto Grantee, and Grantee's hei -suceessOis and assigns a non-exclusive easement, license and privilege to enter upon that certain real property (the "Easement Area") legally described on Exhibit"A" attached hereto and incorporated herein and illustrated on Exhibit"A- 1" attached hereto and incorporated herein, for the limited purpose, by Grantee, during business hours,of:(i)examining and drawing test samples from that certain monitoring well("Monitoring Well") located within the Easement Area, as part of Grantee's operation of the water treatment plant located within the"Treatment Plants Property"described in,and subject to the terms of,the Integration Agreement dated January 24, 2017, in fulfillment of the requirements set forth in the certain permit ("Permit") more particularly described on Exhibit "B" attached hereto and incorporated herein; and (ii)the maintenance and repair of the Monitoring Well to keep same in good working; ._rder(which Grantee agrees to do). Grantor reserves unto itself all other rights and uses of the Easement Area and the Monitoring Well, its lines, conduits and facilities which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate the Easement Area and/or the Monitoring Well and its lines, conduits and facilities so long as it does not materially interfere with the operation of the Water Treatment Plant). Grantee, by execution of the Easement, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Easement for work performed for, or at the direction of, or FTLDOCS 7220524 6 2/27/17 1 9B Record and Return to: William C.Garner,Esq. Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 MONITORING WELL EASEMENT (Randall Boulevard Monitoring Well) THIS EASEMENT AGREEMENT ("Easement") effective as of the 1st day of March, 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"),whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant and convey unto Grantee, and Grantee's heirs, successors and assigns a non-exclusive easement, license and privilege to enter upon that certain real property (the "Easement Area") legally described on Exhibit "A" attached hereto and incorporated herein and illustrated on Exhibit "A- 1" attached hereto and incorporated herein, for the limited purpose, by Grantee, during business hours,of: (i)examining and drawing test samples from that certain monitoring well("Monitoring Well") located within the Easement Area, as part of Grantee's operation of the water treatment plant located within the"Treatment Plants Property" described in, and subject to the terms of,the Integration Agreement dated January 24, 2017, in fulfillment of the requirements set forth in the certain permit ("Permit") more particularly described on Exhibit "B" attached hereto and incorporated herein; and (ii) the maintenance and repair of the Monitoring Well to keep same in good working order(which Grantee agrees to do). Grantor reserves unto itself all other rights and uses of the Easement Area and the Monitoring Well, its lines, conduits and facilities which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate the Easement Area and/or the Monitoring Well and its lines, conduits and facilities so long as it does not materially interfere with the operation of the Water Treatment Plant). Grantee, by execution of the Easement, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Easement for work performed for, or at the direction of, or FTLDOCS 7220524 6 2/27/17 1 913 by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities, costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorneys' fees at trial and appellate levels) arising out of, or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its rights hereunder; and (iii) to promptly repair any damage to the Easement Area, the Monitoring Well and its lines, conduits and facilities, and the landscaping, improvements or surrounding areas caused by the exercise of Grantee's rights hereunder. In the event of litigation concerning the rights or obligations granted under this Easement, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way, be deemed to constitute a gift or dedication of any portion of the Easement Area or the Monitoring Well to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The provisions of this Easement may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns. Nothing contained in these easement provisions shall be deemed or construed, either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership,joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Water Treatment Plant. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Easement Area in fee simple;that Grantor has good,right and lawful authority to grant the easements described herein; that Grantor hereby fully warrants the title to Easement Area and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over Easement Area, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Easement Area, and excepting easements, covenants,restrictions, reservations,rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner,the current use of the Easement Area as of the date of this Easement. This Easement shall automatically terminate, in all respects, as follows: (i) Upon the recordation of an affidavit, by Grantor, stating that the "Treatment Plants Property" described in the Integration Agreement has been re-conveyed to Grantor or its designee, attaching a copy of the recorded deed of conveyance and stating that the Easement has been terminated(and such affidavit with such attached deed shall be conclusive); or FTLDOCS 7220524 6 2 2/27/17 9 B (ii) If Grantee discontinues the operation of the water treatment plant located within the "Treatment Plants Property" described in the Integration Agreement and/or the Permit no longer requires the use of the Monitoring Well for the purposes described herein, then following Grantor's receipt of actual knowledge that either of the foregoing events has occurred, if Grantor desires to terminate the Easement, Grantor shall provide written notice ("Notice") to Grantee of the occurrence of either or both of such events. In the event Grantee does not, within thirty (30) days after receipt of the Notice, deliver to Grantor an Affidavit executed by an official of Grantee under oath, and recorded in the Public Records of Collier County, stating that Grantee has not discontinued the operation of the "Treatment Plants Property," or that the Permit still requires the use of the Monitoring Well for the purposes described herein (and attaching to the affidavit a copy of such Permit evidencing the requirement for use of the Monitoring Well), then Grantor may record an affidavit stating that the Easement has been terminated and the recording of such affidavit shall be conclusive. FTLDOCS 7220524 6 3 2/27/17 9E1 IN WITNESS WHEREOF, Grantor and Grantee have caused this Easement to be executed in their names, and their corporate seals to be hereunto affixed, by its proper officers hereunto duly authorized,the day,month and year first above written. WITNESSES: Print Name: Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended Print Name: Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: NOTARY PUBLIC FTLDOCS 7220524 6 4 2/27/17 98 Grantee: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING • BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT BY: C . Name: Penn aylor, airthan s^` ATTEST: ` DWIGHT E BROCK,ci „ , `"\ BY: � s Deputy Clerk At#El f.- Chairman's • signator nlv. Appr, ed • • f. ani legality: BY: b i /P Scott R. each Deputy County Attorney FTLDOCS 7220524 6 5 2/27/17 !1.::7Q) 98 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing Easement granted by Roberto Bollt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: ,2017. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County,Inc., a Florida corporation,as General Partner By: Print Name: Print Name: Its: Print Name: By: Enterprises of Hollywood,Inc., a Florida corporation, as General Partner By: Print Name: Print Name: Its: Print Name: FTLDOCS 7220524 6 6 2/27/17 98 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by , as of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by , as of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC FTLDOCS 7220524 6 7 2/27/17 9B EXHIBIT"A" LEGAL DESCRIPTION OF EASEMENT AREA PROPER IY D£SCRIP!ION A PARCEL OF LAND LOCATED WITHIN SECTION 26, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCE AT THE SOUTHEAST CORNER OF VALENCIA LAKES - PHASE 4-A, ACCORDING TO THE PLAT THEREOF RECORDED /N PLAT BOOK 41, PAGES 32 THROUGH 36 (INCLUSIVE) OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THE SANE BEING A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF RANDALL BOULEVARD. A 10000 FOOT RIGHT-OF-WAY; THENCE SOUTH 88V9'11"EAST, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 2,059.02 FEET TO THE PONT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED,. THENCE DEPARTING FROM SAID NORTHERLY RIGHT-OF-WAY LINE, NORTH 015049"EAST, A DISTANCE OF 80.94 FEET,- THENCE SOUTH 88V9"11"EAST, A DISTANCE OF 15.00 FEET,' THENCE SOUTH 0150'49" WEST, A DISTANCE OF 80.94 FEET TO A PONT ON THE NORTHERLY RIGHT-OF-WAY LINE OF SAID RANDALL BOULEVARD,' THENCE NORTH 88V9Y1" WEST, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 15.00 FEET TO THE POINT OF BEG1NNIN0 CONTAINING 1,214 SQUARE FEET OR 0 028 ACRES, MORE OR LESS FTLDOCS 7220524 6 2/27117A-1 9 B EXHIBIT "A-1" SKETCH OF EASEMENT AREA L .(.0.,...Pl. G- Mx.1 M ini.( ..[.d,wf -Aur,-ti A.M..M Ile A, ft r0..stir.a.. _ Le wK.4tmorR.,--.-.r.war..pSUKE2wor a�f. ro .0.c..,rwnt awe NUKE Irm..ft..w 0.x.,E t A P.-...r. +...u4f Yc ixAi". r e 1 icua.a,m a K,IIPENIIIia f �M'..+nY 0 r4w rtt�G G(gyTLGf, .f Vi.. Wftftrft t.d AMS waft LP WS 'ft AF B �} N ROW,v,WWW ftWftf .:,.O?ft-W....0-Acari 'LT, .A.,A.,s Pr.x ea>r./.Ssu.nY.A„/ of rWeMu tavf_ G> J • I r Nos �N. _o !ef o R�IDl �� rurw�'.A.n- .wr,• ,VE, (100RO.V.) ____ _,._____—. — _I._. ____ __ SKETCH AND DESCRIPTION © ANIArt x0..301? `,.. L�fTaIR'F'tlf FTLDOCS 7220524 6 2 2/27/17 98 EXHIBIT "B" Description of Permit Florida Department of Environmental Protection Industrial Wastewater Facility Permit No. FLA 397792 FTLDOCS 7220524 6 3 2/27/17 96 Record and Return to: William C. Garner, Esq. Nabors,Giblin&Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 (850)224-4070 MONITORING WELL EASEMENT (Randall Boulevard Monitoring Well) THIS EASEMENT AGREEMENT ("Easement") effective as of the 1st day of March, 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301, Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant and convey unto Grantee, and Grantee's heirs, successors and assigns a non-exclusive easement, license and privilege to enter upon that certain real property (the "Easement Area") legally described on Exhibit "A" attached hereto and incorporated herein and illustrated on Exhibit "A- 1" attached hereto and incorporated herein, for the limited purpose, by Grantee, during business hours, of: (i)examining and drawing test samples from that certain monitoring well ("Monitoring Well") located within the Easement Area, as part of Grantee's operation of the water treatment plant located within the "Treatment Plants Property" described in, and subject to the terms of, the Integration Agreement dated January 24, 2017, in fulfillment of the requirements set forth in the certain permit ("Permit") more particularly described on Exhibit "B" attached hereto and incorporated herein; and (ii) the maintenance and repair of the Monitoring Well to keep same in good working order(which Grantee agrees to do). Grantor reserves unto itself all other rights and uses of the Easement Area and the Monitoring Well, its lines, conduits and facilities which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate the Easement Area and/or the Monitoring Well and its lines, conduits and facilities so long as it does not materially interfere with the operation of the Water Treatment Plant). Grantee, by execution of the Easement, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Easement for work performed for, or at the direction of, or FTIAOCS 7220524 6 2/27/17 1 9B by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities, costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorneys' fees at trial and appellate levels) arising out of, or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its rights hereunder; and (iii) to promptly repair any damage to the Easement Area, the Monitoring Well and its lines, conduits and facilities, and the landscaping, improvements or surrounding areas caused by the exercise of Grantee's rights hereunder. In the event of litigation concerning the rights or obligations granted under this Easement, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way, be deemed to constitute a gift or dedication of any portion of the Easement Area or the Monitoring Well to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The provisions of this Easement may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns. Nothing contained in these easement provisions shall be deemed or construed, either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership,joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Water Treatment Plant. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Easement Area in fee simple; that Grantor has good, right and lawful authority to grant the easements described herein; that Grantor hereby fully warrants the title to Easement Area and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over Easement Area, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Easement Area, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Easement Area as of the date of this Easement. This Easement shall automatically terminate, in all respects, as follows: (i) Upon the recordation of an affidavit, by Grantor, stating that the "Treatment Plants Property" described in the Integration Agreement has been re-conveyed to Grantor or its designee, attaching a copy of the recorded deed of conveyance and stating that the Easement has been terminated(and such affidavit with such attached deed shall be conclusive); or FTLDOCS 7220524 6 2 2/27/17 9B (ii) If Grantee discontinues the operation of the water treatment plant located within the "Treatment Plants Property" described in the Integration Agreement and/or the Permit no longer requires the use of the Monitoring Well for the purposes described herein, then following Grantor's receipt of actual knowledge that either of the foregoing events has occurred, if Grantor desires to terminate the Easement, Grantor shall provide written notice ("Notice") to Grantee of the occurrence of either or both of such events. In the event Grantee does not, within thirty (30) days after receipt of the Notice, deliver to Grantor an Affidavit executed by an official of Grantee under oath, and recorded in the Public Records of Collier County, stating that Grantee has not discontinued the operation of the "Treatment Plants Property," or that the Permit still requires the use of the Monitoring Well for the purposes described herein (and attaching to the affidavit a copy of such Permit evidencing the requirement for use of the Monitoring Well), then Grantor may record an affidavit stating that the Easement has been terminated and the recording of such affidavit shall be conclusive. FTLDOCS 7220524 6 3 227/17 9B IN WITNESS WHEREOF, Grantor and Grantee have caused this Easement to be executed in their names, and their corporate seals to be hereunto affixed, by its proper officers hereunto duly authorized, the day, month and year first above written. WITNESSES: Print Name: Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended Print Name: Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: NOTARY PUBLIC FTLDOCS 7220524 6 4 227/17 9B Grantee: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER 7§EWER DISTRICT 41,BY: Name: Penn 0 aylor, airman ATTEST: DWIGHTJ BROCK, clerk BY: Deputy Clerk Attest to Chairman's ..• signature-bnly. Appro ed . • f• ant legality: BY: II t Scott R. each Deputy County Attorney FTLDOCS 7220524 6 5 2/27/17 9B JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing Easement granted by Roberto Bollt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: , 2017. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner By: . Print Name: Print Name: Its: Print Name: By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner By: Print Name: Print Name: Its: Print Name: F'rLDocs 7220524 6 6 2/27/17 9B STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by , as of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2017, by , as of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who is personally known to me or produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC FTLDOCS 7220524 6 7 2/27/17 9B EXHIBIT "A" LEGAL DESCRIPTION OF EASEMENT AREA F'RL'NERTV DESCR'P t/GN A PARCEL OF LAND LOCATED 44THIN SECTION 26, TO$N.SHIP 48 5001H. RANGE 27 EAST. COLLIER COUNTY, FLORIDA, BE-NG NCRE PAR ACULARL Y DESCRIBED 45 FCL&^.AS.' GG (IENCa AT THE SOUTHEAST CORNER OF VALENCIA 'ARES - PHASE 4--A, ACCORDING TO THE PLAT THEREOF RECORDED +N PLAT BOOK 41, PAGES 32 P iRCL1CH .'6 i?NCL JSIVE-) OF THE PUBLIC RECORDS OF COWER COUNTY FLORIDA, THE SANE BEING A PANT GN it-/E NORTHERLY RICHT--CF--ivAY LINE OF RANDALL BOULEVARD. .4 100.00 FOOT RIGHT-OF-WA f; THENCE SOUTH 88'79'71"EAST ALONG SAID NORTHERLY RICHT-OF-iwAV LINE, A 0/STANCE OF 2,059.02 FEET TO THE N2,NT OF REGIN LNG OF THE PARCEL OF LAND HEREIN CESCRIDED,- PIENCE CEPARPNG IRGM SAID NORTHERLY RIGHT-OF-WAY EV£, NORTH 0150'49"EAST, A DISTANCE OF 5094 FEED P-,ENCF '70/104 88'09"11"EAST A DISTANCE OF 1.5.00 FEET' THENCE 50111H 0150'49" IWST, A DISTANCE OF 8094 FEET TO A POINT ON THE NOW THERLY MOW-OF-WAY LINE OF SAID RANDALL HG'ULE/ARO. THENCE- NORTH 88V9.11' ALONG SAID NORTHERLY RICHT-CF-WAY LINE, A DISTANCE OF 1500 FEET TO THE i?CeN.....OF L3t,GC•Y,tiY�ti'i�. CGNTA1NSNG 1,214 SOLIARE FEET OR 0028 ACRES, AFORE OR LESS. FTLD(XCS 7220524 6 2/27/17A-1 98 EXHIBIT "A-1" SKETCH OF EASEMENT AREA • . . ,. Nil I 1. II 1 , . *WALL IL'AD (IOW RASO , • AETCII AND DESCRIPTION letr • 'gin)70 Voto. r. ifk • 4,1.1 1.11-71. • . , ,,Y017-74. FTLDOCS 7220524 6 2 2/27/17 9B EXHIBIT "B" Description of Permit Florida Department of Environmental Protection Industrial Wastewater Facility Permit No. FLA 397792 FTLDOCS 7220524 6 3 2/27/17 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1.: TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. �C **NEW** ROUTING SLIP I C 1 Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is"already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the Coun Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office SRT 03/02/17 4. BCC Office Board of County Commissioners 5. Minutes and Records Clerk of Court's Office ©3 02107 ;.� fto PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Scott Teach,Deputy County Attorney Contact Information 239-252-8400 Contact/ Department Agenda Date Item was January 24,2017 Agenda Item Number 9B Approved by the BCC Type of Document Fully Executed Documents Related to Number of Original One of Each Document Attached Orange Tree Utility Company Documents Attached 8 Total PO number or account number if document is tJ -27 3512- 1/9030-7/068.� to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature Already Signed 2. Does the document need to be sent to another agency for additional signatures? If yes, SRT provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be SRT signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's SRT Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the SRT document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SRT signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip SRT should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 01/24/2017 and all changes made during Related the meeting have been incorporated in the attached document. The County Documents Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. PLEASE PROVIDE CERTIFIED COPIES OF ALL ORIGINALS W/OR BOOK AND PAGE NUMBERS TO SCOTT TEACH, DEPUTY COUNTY ATTORNEY. LJ INSTR 5375177 OR 5369 PG 1689 RECORDED 3/7/2017 11:08 AM PAGES 7 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT COLLIER COUNTY FLORIDA DOC@.70$0.70 REC$61.00 INDX$3.00 Record and Return to: William C. Garner Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Lift Station Sites) THIS GENERAL WARRANTY DEED effective as of the 1.5-C day of to C1��2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"). TOGETHER with all of Grantor's right, title and interest in all water and wastewater supply, distribution, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System" (described in that certain Integration Agreement dated L '-( , 2017, by and between Grantee, Orange Tree Utility Co., Orangetree Associates Ad Grantor) together with all additions thereto (the "Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD,the same in fee simple forever. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor FTLDOCS 7097204 5 12/29/16 1 , hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee,the day, month and year first above written. WITNESSES: . At-Yt- -.. 7% " /.'" Print Name: S i-1-Ii. %E. wW.tz_tc.EtZ_ Ropf Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended j 1 at r-44.Print Name: R(;�,'}�C,1 1 e r,p I tt Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 30 day of Vc-{ 2_.- , 201 by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who v is personally known to me or----pro iced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: if 4 icAmAtinA,[44p_ikevw-10,-- " _, ta COMMISSION�MEW PENCE1NORNION 1 NOTA PUBLIC FTLDOCS 7097204 5 12/29/16 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bollt, as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: Pea, , 201(-. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner f Y> 777 )2r By: `:• Print Name: SP -4 E Print N. e: Po avzxv g Its: 42,a-er- oENc' Na,-1-0A Name: Na,-E- t 0..1 A- By: Enterprises of Hollywood,Inc., a Florida corporation, as General Partner "/Otr;kir By: PrintName: tEc-,4-r4 fix.— Print %r-e: 1zv. > 0,awC' Its: .P4,e3►,oe--Nr' c--tAcfbirk, &_0)-,En Print Name: Nak-'t e. [ 1 4-- FTLDOCS 7097204 5 12/29/16 3 11 9 i t STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 30 day of ice,c,l; nl (t- , 20114 by PI)1 2--m ei,wc- , as P2Cs1 rieN; of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who x is personally known to me er preded and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: -,�g. DANNYPEAICEiFI0AN10N trQ -1tiafv,-� ,-___ • Ntroow�on•FFMP _.,i ,kin.»,2019 NOTAR PUBLIC •4 ; Boded lbw Nary NOUndMwBMs STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 'p day of DfLevv , 20 1S2, by 2 w•C' , as cg v4 ntr" of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who x is personally known to me . . .. .:_ ----®,__as identifica ie r and who acknowledged to and before me that he executed the same freely and • voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: "•• V ICY PENCETH01B110N V tit` 1 . 1,y V l sitr.. ly: • :111Mrcol.Bdr�1ON•FF°B U NOTARY PUBLIC FTLDOCS 7097204 5 12/29/16 EXHIBIT "A" THE PROPERTY FTLDOCS 7097204 5 12/29/16 1 • em rvl .n i• >? 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D.;5. iP•a Pc); C2 m4 `� �y BOUNDA" a h 2 EAS TAOr•0. 1._ x 1010,•K u W O i) .F% W��� ti u si r- til �It 22 ,,I % m 6NWR Z 1 c F G1 11z i,,,,r:a'^ 8 ,1 eYmo CI N F - o4 e ) Y - V_ 0• Cy % , ' 'C oia zz CC m d3 j ¢ m * 4JF- '' mm maiao 2 Plc IN mg/, °maa as „y KLO OS 9IDUF/9 t'/+Oc99IO2W,601 w,4aa„\)3,y1 VI)N31VAUSN0]\M 9E? i INSTR 5375178 OR 5369 PG 1696 RECORDED 3/7/2017 11:08 AM PAGES 16 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT Record and Return to: COLLIER COUNTY FLORIDA William C. Gamer,Esq. DOC@.70$0.70 REC$137.50 INDX$4.00 Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Two Potable Water Wells,Grant of 50' Maintenance Easement for Wells and Grant of Roadway and Pipeline Easements) THIS GENERAL WARRANTY DEED effective as of the rday of /'t Ck__, 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TOGETHER with a non-exclusive easement, license and privilege to enter upon that certain real property: (i) illustrated as the "Maintenance Easement Area") on Exhibit "A-2" attached hereto and incorporated herein (the "Maintenance Easement Area"), for the limited purpose, by Grantee, of maintaining, repairing and replacing (without increasing the total number of wells) the two (2) existing wells located within the Property (which wells are part of the Property being conveyed hereby) in connection with Grantee's operation of the potable water supply system which is part of the "Orange Tree System" described in that certain Integration Agreement dated:-4.. , 2017, between Grantee, Orange Tree Utility Co. and Grantor (the "Integration Agreement"); and (ii) illustrated as the "Roadway" on Exhibit "A-2" (the "Roadway and Pipeline Easement Area") for the limited purpose, by Grantee, of operating, maintaining, repairing and replacing (in the same location) water pipes, if any, under the FTLDOCS 7097188 5 12/29/16 1 9 8 I Roadway and Pipeline Easement Area which currently serve the two (2) existing wells, and for ingress and egress to and from the Property and the Maintenance Easement Area. Grantor reserves unto itself all other rights and uses of the Maintenance Easement Area and the Roadway and Pipeline Easement Area which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate Roadway and Pipeline Easement Area so long as it does not materially interfere with the operation of the "Water Treatment Plant" described in the Integration Agreement and access to the Property and to the Maintenance Easement Area). Grantee, by acceptance of this General Warranty Deed, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area for work performed for, or at the direction of, or by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities, costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorneys' fees at trial and appellate levels) arising out of, or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its easement rights hereunder; and (iii) to promptly repair any damage to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area, landscaping, improvements or surrounding areas caused by the exercise of Grantee's easement rights hereunder. In the event of litigation concerning the easements granted under this General Warranty Deed, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way,be deemed to constitute a gift or dedication of any portion of the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The easement provisions of this General Warranty Deed may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns.Nothing contained in these easement provisions shall be deemed or construed, either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership, joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Property. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the FTLDOCS 7097188 5 2 12/29/16 0 D. Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner,the current use of the Property as of the date of this General Warranty Deed. FTLDOCS 7097188 5 3 12/29/16 wr � v_ IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized,the day, month and year first above written. WITNESSES: .4 ' 1 Ail Air_ "Fr Print ame: StEV14r.1►r Mcse xEV - Ro. o Bolit, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of- Collier County, Florida, as aha WSaj— amended Print Name: iye-t-cL,t k C (3a ( 1 {— Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this . o day of liZEGev„y3GYt__. , 201(g by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who X is personally known to me or as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: tctimNypt,ip,r KIMBERLY PEARCE THORNON NOTARY Pi LIC t�R WCyyOM�MI�SS,IONi�yITyNyM -i �� �7 �WR June 2F :#1 lorded aro Miry PbUNndwdew FTLDOCS 7097188 5 4 12/29/16 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bolit as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: Dec-. , 2011 ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner AOF '7 /G,r7z_ By: _ �' I Print Name: src. MJ Print N• �,i��o>�t��wT"' Its: - Z. oe'r4 AIN /I P iris ame: GLICL By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner �AM L B ' / Print N. e: Fla-Niue. Print NAV a • 130 tsur' 011)461LC gaAA— Its: • Print Name: -a,t r✓ v �t� t FTLDOCS 7097188 5 5 12/29/16 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 3fl day of . tZle.c elv _ , 201(0, by €v Bowr- , as 70.4 .%t .tr- of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who y. is personally known to me or produced as-icierrtifteatiett and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: AKCO enSSION/FFUKa EXPIRE* NOTAK�PUBLIC � : Bonded Wee Nobly $ PubleWoolle STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this Zo day of Okicewp,-'s-_ , 2015, by Roil-2. v va- .r , as Pe.erca Dwr4r of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who x is personally known to me cam- as idefrtifieatien and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Ex sires:11 r10e1i�Y PGM�E IHOINPON a elf COWMEN•FP MIS I 4'4141 1-411411 i Bent*lye Noir/Pao UdM newe I NOTA PUBLIC FTLDOCS 7097188 5 6 12/29/16 9 Q p EXHIBIT "A" THE PROPERTY DESCRIPTION OF TWO EXISTING WELL SITES: FTLDOCS 7097188 5 12/29/16A-1 ‘it ilna • "muaO "`� n E vo? a 1 N< ` p40C 1Y-9C S39Yd Zf NOM Dad 'k 3t C UW" d M Y[35V/11.1-B7fd(LN/dOq ONY lX9 YFM77Yrv0 03o i o p 2.-1 do \ t 001.5 G N NN/O co w o_, Ni -N/ fci/3 w I3 a . :_iQ WN 0..1p ___\>_, l oI NII i11 . °' m^u0o 4. Nc W 0ce) OZ U O N IT., O \ N• Hqk , N U phi \i C \\ M MI O a"E �M I \ rjrzl 1 Is W \\ LCA U .:)2 2eN \ 4:1 a ¢ i \ zE" i U wi -\ dwz r (j 161 '0 \ �� \ azo WZIN Gym \\ E-4`4 <a 2i� m,.h o 3 I s\'\ �O (Op/)I'/1 Lu `. 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'Z.dda W Yld ZPZIS 9[W VZI 4'WYf-SES9[0tS1l3M COI S1N3113SYIISOV1 YON31YM\Z e II EXHIBIT"A-1" SKETCH OF WELL SITES See Exhibit"A" Above FTLDOCS 7097188 5 2 12/29/16 �� II EXHIBIT "A-2" 4'' ILLUSTRATION OF 25' MAINTENCE EASEMENT TO MAINTAIN AND REPAIR WELLS AND ILLUSTRATION OF ROADWAY AND PIPELINE EASEMENT AREA FTLDOCS 7097188 5 3 12/29/16 s rt 4 * h n _i 12 ii �co C u O 1 .2 4 yA1i III yOIS m ' it-9f S Vd Z►'10081Y7d • pr ; �.9.dm Y!3SYNd-9/170. IM0J OWY 1700 VA37YA h\ upNac.-, 2NS a N / 1 1,.11 C d/ \/o \/ N. N ,`INg C b ' Q I ii w • arc I°pN \ cc z Ei up°1-' o k y \ Z ri' C \ N Fw1��3, N O h EO \\ 0 1111-4A V}, IT, 1514.1 Cf) � O V \\ �wW Aa 2.o Ga \ i ` Aorn�, a\ AO Fz � � \ WI �\ W z , ,ti�to -\\\ UZF p WC. 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CONTAINING 46,012 SQUARE FEET OR 1.056 ACRES,MORE OR LESS. F:\orange tree golf course plat\EASEMENTS FOR WELLS\2016-535-11gl.docx Page 1 of 2 Oa INSTR 5375179 OR 5369 PG 1712 RECORDED 3/7/2017 11:08 AM PAGES 9 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT RCOLLIER COUNTY FLORIDA Record and Return to: William C. Garner,Esq. DOC@.70$0.70 REC$78.00 INDX$4.00 Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 GENERAL WARRANTY DEED (Utility Site) THIS GENERAL WARRANTY DEED effective as of the yuday of (1 41 C k .. 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT("Grantee"),whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"). TOGETHER with all of Grantor's right, title and interest in all water and wastewater supply, distribution, treatment, storage, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System" described in the "Integration Agreement" (defined below), including but not limited to pumps, plants, wells, tanks, distribution, supply collection and transmission mains and pipes, effluent and disposal facilities, and all other physical facilities, including irrigation and reclaimed water facilities if any exist, and property installations together with all additions thereto(the"Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD, THE SAME IN FEE SIMPLE, SUBJECT TO THE FOLLOWING RIGHTS IN FAVOR OF GRANTOR, ITS SUCCESSORS AND ASSIGNS. THIS GENERAL WARRANTY DEED HAS BEEN EXECUTED IN CONNECTION FTLDOCS 7097187 5 12/29/16 1 9 WITH THAT CERTAIN INTEGRATION AGREEMENT DATED lwt1�a,^� 2 L-1, 2017, BY AND BETWEEN GRANTEE, ORANGE TREE UTILITY CO. ( OTU"), ORANGETREE ASSOCIATES AND GRANTOR (THE "INTEGRATION AGREEMENT"). PURSUANT TO SECTION 7.01(A) OF THE INTEGRATION AGREEMENT, AT SUCH TIME AS GRANTEE IN ITS SOLE DISCRETION DISCONTINUES OPERATION OF THE WATER TREATMENT PLANT OR THE WASTEWATER TREATMENT PLANT OR ANY PORTION THEREOF LOCATED ON THE "TREATMENT PLANTS PROPERTY" DESCRIBED IN THE INTEGRATION AGREEMENT (A PORTION OF WHICH IS DESCRIBED ON EXHIBIT "A" TO THIS DEED), AND GRANTOR, ITS SUCCESSORS OR ASSIGNS, EFFECTS THE GRANTING OF THE EASEMENTS REQUIRED PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2012-09, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF, GRANTEE SHALL VACATE THAT PORTION OF THE TREATMENT PLANTS PROPERTY NO LONGER REQUIRED BY GRANTEE,AS DETERMINED IN THE SOLE DISCRETION OF GRANTEE, AND PROMPTLY UNDERTAKE AND COMPLETE THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT. UPON COMPLETION OF THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT, GRANTEE SHALL NOTIFY GRANTOR THAT SUCH ACTIONS ARE COMPLETE. THEREAFTER, AT THE REQUEST OF GRANTOR, ITS SUCCESSORS OR ASSIGNS, GRANTEE SHALL CONVEY TO GRANTOR (OR ITS DESIGNEE) THE VACATED PORTION OF THE TREATMENT PLANTS PROPERTY BY STATUTORY COUNTY DEED (SECTION 125.411, FLORIDA STATUTES), WITH TITLE IN THE SAME CONDITION AND SUBJECT ONLY TO TAXES FOR THE YEAR OF CONVEYANCE AND THEREAFTER, EASEMENTS ON THE PROPERTY RETAINED BY GRANTEE OR GRANTED BY GRANTOR PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2019-09, IF ANY, AND EASEMENTS, COVENANTS, RESTRICTIONS, RESERVATIONS, RIGHTS-OF-WAY, CONDITIONS, AGREEMENTS, PLATS AND LIMITATIONS OF RECORD IN EXISTENCE ON THE DATE OF THIS GENERAL WARRANTY DEED, AND RECORD SUCH DEED IN THE PUBLIC RECORDS OF COLLIER COUNTY, AT NO COST TO GRANTOR AND WITH ALL DOCUMENTARY STAMP TAX AND OTHER TAXES OR FEES THEREON FULLY PAID. THIS PROVISION SHALL BE DEEMED APPURTENANT TO AND A COVENANT RUNNING WITH TITLE TO THE PROPERTY AND BE BINDING UPON GRANTEE,ITS SUCCESSORS AND ASSIGNS. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material FTLDOCS 7097187 5 2 12/29/16 ourscl manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. FTLDOCS 7097187 5 3 12/29/16 IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized, the day,month and year first above written. WITNESSES: rint ame: 5'PE A-NtE rvNN42-C.0 -. R o Bollt, a Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as m cn n ^ 3€21.a-_ amended Print Name: (d-(a1 Q, cc, 1+ Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 3o day of - awgiL , 2016, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who � is personally known to me : .• • -. - -• - and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: NOTARY PU LIC ••• KIMBERLY PEARCE=WON • .r .., i MY Canna. FF0612 2; • 5r Raided 11wNoir/PuMktn0smbn FTLDOCS 7097187 5 4 12/29/16 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bollt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: 1C, 3G ,201(0 ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County,Inc., a Florida corporation, as General Partner '2"2 �CvG BY /I■n.l� Print Name: SIE --,A-N.11 . r iL- Print N;1•41.7 .• _,(.r) Its: P )Cre"`Nr . PnntName: C. $cstlj" By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner ,✓ . yY►ti. I A� By:4000 'r Print Name: r41.11ti ame: Visea,rip BDt.t f �C�e� Its: e�,pep/� rint Name: C\_*CL1 P .o 1.11— FTLDOCS 7097187 5 5 12/29/16 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 30 day of i„ L Wr - , 2011,, by TZO act-1- , as Qaes►lpeT.f r of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who A. is personally known to me or produced as-identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: IaMIBEWPEARCETHO W ON I 1L1/VVi +r • WCOMMISSION0PPMIS I e. — %-":•:-" DM&Juno 244M! NOTARY PUBLIC .k! t, loadedleo Way Put&1.1adenalere STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this D day of 1)6C�evvt , 201k, by Dbearutv 60u.k.,f , as ,v ' of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who DC is personally known to me as =ae-�a�tnifieatron and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: - 1(,�,►,►i�->�/LV e. � +'"'a IYPEARCElIl0IWI0N Tittoi.i,dv,__ ;'.` � ,;s rdlrcolAldaeai MOM`n���a�ss NOTARY PUBLIC ' uno*21111 loaded lin Note/Mlle Windom • FTLDOCS 7097187 5 6 12/29/16 EXHIBIT "A" THE PROPERTY PARCEL 1: WATER AND WASTEWATER TREATMENT PLANTS SITE ALL THAT PART OF SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE ALONG THE SOUTH LINE OF SAID SECTION 14, ALSO BEING THE CENTERLINE OF OIL WELL ROAD (STATE ROAD S-858), NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1693.54 FEET; THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 50.00 FEET TO A POINT ON THE NORTH RIGHT-OF- WAY LINE OF OIL WELL ROAD (STATE ROAD S-858) AND THE POINT OF BEGINNING OF THE UTILITY SITE HEREIN DESCRIBED: THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 1362.28 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 416.75 FEET; THENCE SOUTH 01 DEGREES 49 MINUTES 15 SECONDS WEST 562.53 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 850.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 52 SECONDS WEST 800.00 FEET TO A POINT ON THE NORTH RIGHT-OF- WAY LINE OF SAID OIL WELL ROAD; THENCE ALONG SAID LINE NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1250.00 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON THE SOUTH LINE OF SECTION 14, AS BEING NORTH 89°53'08" WEST(ASSUMED). LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY (O.R. 4330,PG. 2712): A PARCEL OF LAND LYING IN SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER (SE 1/4) OF SAID SECTION 14, SAID SOUTH LINE ALSO BEING THE EXISTING CENTER LINE OF OIL WELL ROAD (C.R. 858), FOR 443.54 FEET; THENCE LEAVING SAID SOUTH LINE NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 50.00 FEET TO AN INTERSECTION WITH THE EXISTING NORTH RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD AND TO THE SOUTHEAST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 2229, PAGE 1049, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 87 FTLDOCS 7097187 5 12/29/16A-1 DEGREES 48 MINUTES 27 SECONDS WEST ALONG SAID NORTH RIGHT-OF-WAY LINE FOR 756.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID NORTH RIGHT-OF-WAY LINE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST FOR 493.99 FEET TO THE SOUTHWEST CORNER OF SAID LANDS; THENCE LEAVING SAID NORTH RIGHT-OF-WAY LINE AND ALONG THE WEST LINE OF SAID LANDS NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 42.86 FEET; THENCE LEAVING SAID WEST LINE SOUTH 46 DEGREES 19 MINUTES 59 SECONDS EAST FOR 42.15 FEET; THENCE NORTH 87 DEGREES 48 MINUTES 27 SECONDS EAST FOR 415.19 FEET; THENCE SOUTH 77 DEGREES 53 MINUTES 08 SECONDS EAST FOR 51.03 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON STATE PLANE COORDINATES FLORIDA ZONE EAST, 1983 DATUM, (1990 ADJUSTMENT) AND THE SOUTH LINE OF SECTION 14 AS BEARING S.87°48'27"W. FTLDOCS 7097187 5 2 12/29/16 , 6F EXHIBIT "B" SECTION 10.01 OF ORDINANCE 10.01 PURPOSE T . • .ii y. u1 i • •t i lti' • .s f.. 1 _•__ . •41,f -,.. u /U on ' ii Master Plan. The MU/U tracts are intended to allow for a.combination of multi-family residential, O it r _'; L. • K.? .. .0.. 1 Ir. . i.,. .." el is. i. 1 '11. •. fl' 0 .11 i SII. . t being utilized to house facilities for Orange Tree Utility Company and related services. It is anticipated that this site will continue to be utilized for that purpose for an indefinite period of time,The MU/U uses will only commence at such time as the Utility fractions performed_bv a...taublie or private utility rovider have ceased and been relocated(exceo in the case that certain utility office type uses.permitted under the MU/U designation.may remain within or be relocated to the MU/U trot)and all utility and access easements are conveyed by Owner. Roberta Boni successor trustee of the land trust dated January 27, 19$6 and Orange Tree Utility Co.. or their successors and assigns.to Collier County and the Collier County Water Sewer District at no cost to Collier County or the Collier City Water Sewer District for the on-site and off-site utility operations of Collier County or the Collier County Water Sewer District, • d_i1�•1i' , ' 1.. •i '4 is •I✓: o li e # .'.f..0 1 hall • ,v'._ • 1 construction. operation and maintenance of water and wastewater facilities (including but not limited to water, wastewater. and irrigation quality water lines and pipes. wells. pumps and pipelines. lift stations. pumping and booster stations. power and telemetry lines. telemetry towers, storage facilitic• and an and all other equipment. improvements and infrastructure appurtenant thereto or thereunder)to be installed from time to time,with the rightjo reconstruct, improve, add to. enlarge. change the capacity. as well as size of and remove such facilities within the described easement and to access the facilities. The above referenced easements to be granted to the Collier County Water-Sewer Disttjgt shall be for the operation of the Orange Tree Utility water and wastewater systems to service the existing Orange Tree Utility Water and Wastewater Service Areas." FTLDOCS 7097187 5 3 12/29/16 9 8 INSTR 5375180 OR 5369 PG 1721 RECORDED 3/72017 11:08 AM PAGES 7 Prepared by and return to: DWIGHT:CO BROCK, CLERK OF THE CIRCUIT COURT William C.Garner,Esq. COLLIER COUNTY FLORIDA Nabors,Giblin&Nickerson,P.A. REC$61.00 1500 Mahan Drive,Suite 200 Tallahassee,Florida 32308 (850)224-4070 ASSIGNMENT AND ASSUMPTION OF EASEMENTS THIS ASSIGNMENT AND ASSUMPTION OF EASEMENTS ("Assignment") is made the l(j . day of Al�,,-. , 2017, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. 110, Naples, Florida 34119 ("Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water- Sewer District, 3339 Tamiami Trail East, Suite 301,Naples Florida 34112 ("Assignee"). WHEREAS, Assignor, together with Orangetree Associates and its Trustee ("Developer"), has agreed to convey to Assignee certain water and wastewater facilities located in Collier County, as more particularly set forth therein; and WHEREAS, Assignor has further agreed to effectuate the conveyance of the water and wastewater facilities by documentation necessary to assure marketable, clear and unencumbered title to the facilities at the time of conveyance; and WHEREAS, Assignor has constructed and maintains and operates certain of its facilities on property owned by third parties, but within easements that have been granted to it by third parties for that purpose as well as for ingress and egress over said property; and WHEREAS, Assignor intends to assign, and Assignee intends to accept, all right, title and interest in said easements which are described in Exhibit"A" ("Easements"). NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and agreements contained herein, together for $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Assignor hereby quit claims, conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor in the Easements. Assignor covenants and agrees to do, execute, acknowledge and deliver any such further instruments or documents as may be reasonably necessary to carry out and effectuate the intent and purpose of this Assignment, subject, however, to the terms of that certain Integration Agreement dated 2..,-(7 2017, by and between Assignor, Orange Tree Associates and Assignee (the "Integratiod Agreement"). FTLDOCS 7097191 5 12/29/16 1 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth herein from Assignor and assumes the performance, obligations, duties and liabilities of Assignor, if any, under the Easements as of the date hereof. As of the date of this Assignment, Assignor's obligations and responsibilities to act under the Easements shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Easements, except for those obligations and responsibilities which accrued prior to the date of this Assignment. This Assignment shall inure to the benefit of Assignee, its successors and permitted assigns. 3. This Assignment shall be governed by the laws of the State of Florida. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 4. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. IN WITNESS WHEREOF,the Assignor and Assignee have signed and sealed these presents as of the day and year first above written. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) FTLDOCS 7097191 5 12/29/162 9 :1 ASSIGNOR: •-de i iejf-lA/1/k,\‘, 714-rel1V-I____ Witness RobeBou t, as Pres' ent of Orange Tree Utility Co., s prfr i16 J'\fr -EQ__ Printed Name DecEmb91.. 3o Zd b Date signed by Seller Ht 0. _ B49 gi;9— Witness N ',C . D (.U-4- Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 30 day of gc.�►vi,Palt , 201t-, by Roberto Bollt, as President of Orange Tree Utility Co., a Florida corporation, who C. is personally known to me er pied{.ueed a and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: '":•«" -IQ�iB�LYPEAirCE7FIDANiCN Y,,�IIV i+; •►" wco�m.....FFsass Notary Public _4 I E June 21,201! ,. eonanatly+1raenwbkUlid �wr+ FTLDOCS 7097191 5 12/29/163 9 13 ASSIGNEE: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLEA,AS THE: GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEW ` DISTRICTir BY: , C—*41 Name: PENNY 'v *R Chairman ATTEST: DWIGHT E. BROCK,Clerk BY. 6,.a .4 ,0 `//� Dep..*• .. l'ssign re , , , Approved as't '- eeality: BY: ''A Jeffrey A.. la 's• County A , my FTLDOCS 7097191 5 12129/i64 EXHIBIT"A" EASEMENTS 1. That certain Deed of Water/Wastewater Utility Facilities Easement in Public Road Right-of-Way, dated August 4, 1998, by Collier County to Orangetree Utility Company, recorded in Official Records Book 2449, Page 2438 of the public records of Collier County, Florida. 2. That certain Utility Easement, dated January 30, 2004, by The Estates at Twineagles, Ltd., f/k/a Twineagles Development Company, Ltd., successor by merger to Twineagles Land Group I, LLC, to Orange Tree Utility Co., recorded in Official Records Book 3550, Page 2162 of the public records of Collier County, Florida. 3. That certain Grant of Easement, dated June 15, 2006, between The Estates at Twin Eagles, Ltd., Grantor, and Orange Tree Utility Co., Inc., Grantee, for a lift station site on Bramble Ct., Twin Eagles Phase 2A, recorded in Official Records Book 5162, Page 3568 of the public records of Collier County, Florida. 4. That certain Grant of Easement, dated September 7, 2006, between The Estates at Twin Eagles, Ltd., Grantor, and Orange Tree Utility Co., Inc., Grantee, for lift station sites near Wicklow Ln., Heather Woods Ct., and Hedgestone Ct., Twin Eagles Phases 2 and 2B, recorded in Official Records Book 5162, Page 3572 of the public records of Collier County, Florida. 5. That certain Grant of Easement, dated August 14, 2012, between The Twineagles Club, L.L.C., Grantor, and Orange Tree Utility Co., Grantee, for 10-foot utility easements in Tract A of Twin Eagles Grand Arbors, recorded in Official Records Book 5162, Page 3579 of the public records of Collier County, Florida. 6. That certain Grant of Easement (Palmetto Ridge High School), dated July 9, 2004, between the District School Board of Collier County and Orange Tree Utility Co., recorded in Official Records Book 3648, Page 0208 of the public records of Collier County, Florida. 7. That certain Utility Easement, dated June 17, 1999, by the District School Board of Collier County, Florida, to the Orange Tree Utility Co., recorded in Official Records Book 2591, Page 1526 of the public records of Collier County, Florida. 8. Unrecorded Grant of Easement, dated October 8, 2003, between District School Board of Collier County and Orange Tree Utility Co. (attached as Exhibit"E"to FTLDOCS 7097191 5 12/29/16 A-1 that certain Developer's Agreement, dated the same date and between the same parties). 9. That certain Easement, dated April 29, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2542, Page 1863 of the public records of Collier County, Florida. 10.That certain Easement, dated July 18, 2000, by Waterways Joint Venture II and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2672 of the public records of Collier County, Florida. 11.That certain Easement, dated July 18, 2000, by Waterways Joint Venture II and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2646 of the public records of Collier County, Florida. 12.That certain Easement, dated April 24, 1998, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2413, Page 1688 of the public records of Collier County, Florida. 13.That certain Easement, dated February 1, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2512, Page 2522 of the public records of Collier County, Florida. 14.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0205 of the public records of Collier County, Florida. 15.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0207 of the public records of Collier County, Florida. 16.That certain Utility Easement, dated October 4, 1997, by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor, and Orangetree Utility Company, recorded in Official Records Book 2317, Page 0738 of the public records of Collier County, Florida. 17.That certain Utility Easement, dated March 25, 1997, by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor, and Orangetree Utility Company, recorded in Official Records Book 2299, Page 0670 of the public records of Collier County, Florida. 18. Intentionally deleted. FTLDOCS 7097191 5 12/29/16 A-2 19.All other easements, rights of ingress and egress, right-of-way utilizations and other access rights of any kind throughout the "Orange Tree Service Area" (described in the Integration Agreement) which are needed to construct, operate and maintain the "Orange Tree System" (described in the Integration Agreement) owned or possessed by Orange Tree or Developer, as defined herein, whether recorded or unrecorded, which are to be assigned by them and assumed by County in accordance with the Integration Agreement, but only to the extent and area now located within any real property now owned by Orange Tree or Developer within the Orange Tree Service Area where Orange Tree or Developer has installed, affixed, owns or maintains, as of the date of this Assignment, water or wastewater infrastructure which is part of the "Orange Tree System" described in the Integration Agreement lying and which is located outside of the public right-of- way, including but not limited to, easements, rights of ingress and egress, right-of- way utilizations and other access rights for the following comprising a part of the Orange Tree System: lines and pipes, wells, pumps, pipelines, lift stations, pumping and booster stations, power and telemetry lines, telemetry towers, storage facilities, disposal facilities and fire hydrants. Notwithstanding anything to the contrary, the foregoing shall not be deemed to include: (i) any storm water drainage or other easements, rights or interests held by Developer under or used in connection with the storm water management permits for the "Orange Tree PUD Area" (described in the Integration Agreement) or any easements, rights or permits not related to the operation of the Orange Tree System; or (ii) conveyance of ownership of any real or personal property. FTLDOCS 7097191 5 12/29/16 A-3 INSTR 5375181 OR 5369 PG 1728 RECORDED 3/7/2017 11:08 AM PAGES 10 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT COLLIER COUNTY FLORIDA DOC@.70$0.70 REC$86.50 INDX$4.00 Record and Return to: William C.Garner,Esq. Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive, Suite 200 Tallahassee,FL 32308 (850)224-4070 MONITORING WELL EASEMENT (Randall Boulevard Monitoring Well) THIS EASEMENT AGREEMENT ("Easement") effective as of the 1st day of March, 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended,whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT("Grantee"),whose mailing address is 3339 Tamiami Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged,by these presents does hereby grant and convey unto Grantee, and Grantee's heirs, successors and assigns a non-exclusive easement, license and privilege to enter upon that certain real property (the "Easement Area") legally described on Exhibit "A" attached hereto and incorporated herein and illustrated on Exhibit "A- 1" attached hereto and incorporated herein, for the limited purpose, by Grantee, during business hours,of: (i)examining and drawing test samples from that certain monitoring well("Monitoring Well") located within the Easement Area, as part of Grantee's operation of the water treatment plant located within the"Treatment Plants Property"described in,and subject to the terms of,the Integration Agreement dated January 24, 2017, in fulfillment of the requirements set forth in the certain permit ("Permit") more particularly described on Exhibit "B" attached hereto and incorporated herein; and (ii)the maintenance and repair of the Monitoring Well to keep same in good working order(which Grantee agrees to do). Grantor reserves unto itself all other rights and uses of the Easement Area and the Monitoring Well, its lines, conduits and facilities which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate the Easement Area and/or the Monitoring Well and its lines, conduits and facilities so long as it does not materially interfere with the operation of the Water Treatment Plant). Grantee, by execution of the Easement, hereby agrees to: (i) permit no lien for labor, services or materials to attach to the Easement for work performed for, or at the direction of, or FTLDOCS 7220524 6 2/27/17 1 by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities, costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorneys' fees at trial and appellate levels) arising out of, or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its rights hereunder; and (iii) to promptly repair any damage to the Easement Area, the Monitoring Well and its lines, conduits and facilities, and the landscaping, improvements or surrounding areas caused by the exercise of Grantee's rights hereunder. In the event of litigation concerning the rights or obligations granted under this Easement, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way, be deemed to constitute a gift or dedication of any portion of the Easement Area or the Monitoring Well to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The provisions of this Easement may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns. Nothing contained in these easement provisions shall be deemed or construed, either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership,joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Water Treatment Plant. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Easement Area in fee simple;that Grantor has good,right and lawful authority to grant the easements described herein; that Grantor hereby fully warrants the title to Easement Area and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over Easement Area, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Easement Area, and excepting easements, covenants,restrictions,reservations,rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner,the current use of the Easement Area as of the date of this Easement. This Easement shall automatically terminate, in all respects,as follows: (i) Upon the recordation of an affidavit, by Grantor, stating that the "Treatment Plants Property" described in the Integration Agreement has been re-conveyed to Grantor or its designee, attaching a copy of the recorded deed of conveyance and stating that the Easement has been terminated(and such affidavit with such attached deed shall be conclusive);or FTLDOCS 7220524 6 2 2/27/17 (ii) If Grantee discontinues the operation of the water treatment plant located within the "Treatment Plants Property" described in the Integration Agreement and/or the Permit no longer requires the use of the Monitoring Well for the purposes described herein, then following Grantor's receipt of actual knowledge that either of the foregoing events has occurred, if Grantor desires to terminate the Easement, Grantor shall provide written notice ("Notice") to Grantee of the occurrence of either or both of such events. In the event Grantee does not, within thirty (30) days after receipt of the Notice, deliver to Grantor an Affidavit executed by an official of Grantee under oath, and recorded in the Public Records of Collier County, stating that Grantee has not discontinued the operation of the "Treatment Plants Property," or that the Permit still requires the use of the Monitoring Well for the purposes described herein (and attaching to the affidavit a copy of such Permit evidencing the requirement for use of the Monitoring Well),then Grantor may record an affidavit stating that the Easement has been terminated and the recording of such affidavit shall be conclusive. FTLDOCS 7220524 6 3 2!27117 w �:,.E if, IN WITNESS WHEREOF, Grantor and Grantee have caused this Easement to be executed in their names, and their corporate seals to be hereunto affixed, by its proper officers hereunto duly authorized,the day,month and year first above written. WI ES: , ../ A d4 ri( & hi 0\ , '- '. '-. oeij;ef--.-- r' 0 P Print Name: LOW42- Robe Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book . 1347, Page 2331, of the Public Records of Collier County, Florida, as ipaae___ amended rint ame: 5 kekcov _ FA.1 Yt e x Grantor STATE OF FLORIDA COUNTY OF COLLIER it The foregoing instrument was acknowledged and subscribed before me this ;9,1 'day of Fat.Q.N,AAN , 2017, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who K is personally known to me or ---produced- as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: II:44441/11 SiMicalA [,'. Y:"'y KIMBERLY NOTARY PUBIC r �t pEAI�E TFIOFMfl011 w2 .a ; MYCOMMON 9FF 9636113 $..,„,,,,vzi EXPIRE&June2A,2019 _ ,i„;, Banded Theo Now pubic underlain FTLDOCS 7220524 6 4 2/27/17 4' lj Grantee: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATE SEWER DISTRICT BY: Air Name: Pe y Taylo /haurnan ATTEST: DWIGHT E. BROCK, Clerk BYY `"-' ' Deputy Clerk Attest as,to chalfrrr�an's signature Daly. App ,, ed : to fo an, legality: BY: a..- J . .0--L R. Teach Deputy County Attorney FTLDOCS 7220524 6 5 2/27/17 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing Easement granted by Roberto Bollt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: )a--) , 2017. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County,Inc., a Florida corporation, as General Partner C `j By:( Prime e: 6Pe ^= 6 1-1401111 Print e: 12.0W4-6 80-DVr n %�,�,��� Its: A�t� ma s►o ,r- .f �- / Print N e: Av.txc)i C i'4 kAe By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner 6416C. B . ""r Prin. ► . e: S l J 6. LavJ► Prin ame: F*$b-usv IDI ,,/ Its: IlisLP 4/C -\ Artt� /',C_ 1, " Print N. e: �t� flip piksVj e r FTLDOCS 7220524 6 6 2/27/17 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 7-1 day of C6Q - , 2017, by 2-00 , L &b k C , as'T(LEY.L r of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who °` is personally known to me who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: I +� IOY PGIIRCE 1FIOAId10N / . "n #FPI SI$ UANOWIUIf NOTARY UBLIC E� • - :_ OiE&,Arr20.20t9 i 'ex; •), as dtl llry Wary PutNo UnenwlYrt STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this pot day of 2017, by ViaCe 1st 14wr' , as p LPE\Nr- of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who `>(._ is personally known to me o uce - iflontifteatitm-and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: np,„ KIMBERLY PENCE1140WI CM kry CN1FF .. 96!!bf ,Z4 orrek,kmeams NOTAR PUBLIC Boded lMr Nobly PIM UidMrrMo FTLDOCS 7220524 6 7 2/27/17 �nY fes" EXHIBIT"A" LEGAL DESCRIPTION OF EASEMENT AREA Ot SCRIP 7,0N' A PARCEL OF LAND LOCATED WITHIN SECTION 26. TO/INSH/P 48 SO.,Tn, RANGE 27 EAST. COLLIER COUNTY FLCAHCA, BEING MORE PAR T/COLARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF VALENCIA LAKES - PHASE 4-A, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT DOCK 4T, PAGES 32 TiPOLTLH 36 (INCLUSIVE,/ Of THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THE SAME BEING A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF RANDALL BOULEVARD. A 100.00/007 RIGHT-Of"-WAY: TNLNCL 50U7H 9877977 EAST, ALONG SAID NORTHERLY R/GHT-OF-WAY L1NE, A DISTANCE OF 2,05902 FEET TO THE POINT OE BE&WNING OF THE PARCEL Or LAND HEREIN DESCRIBED; THENCE DEPARTING FROM SAID NORTHERLY RIGHT-OF-WAY LINE, NORTH 075049"FAST. A DISTANCE OF 90.94 FEET THENCE SOUTH 88"1971"FAST, A DISTANCE OF 15 00 FEE: THENCE .SOUTH 015049"WEST, A DISTANCE Of 80.94 FEET TO .4 PONT ON THE NORTHERLY RIGHT-Of'-WAY LINE Of SAID RANDALL BOULEVARD: IHENCI NORTH 88179'11'41151, ALONG SAID NORTHERLY RIGHT-OF-WAY L:NE, A DISTANCE OF 75 00 F££7 TO THE POINT OF agdMigia CONTAINING 1.2/4 SQUARE FEET OR 0 028 ACRES. MORE OR LESS. FTLDOCS 7220524 6 2/27/17A-1 ' 4 EXHIBIT"A-1" SKETCH OF EASEMENT AREA 11 - _ 2 "2. - - 4044.4.1.MAENAD O R.0.114) - SKETCH AND DESCRII'TION Ii :31e: SO.am, fa. I ICJ, Y.fr2e . . FTLDOCS 7220524 6 2 2/27/17 EXHIBIT "B" Description of Permit Florida Department of Environmental Protection Industrial Wastewater Facility Permit No.FLA 397792 FTLDOCS 7220524 6 3 2/27/17 40' Li INSTR 5375182 OR 5369 PG 1738 RECORDED 3/7/2017 11:08 AM PAGES 6 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT This Instrument Prepared by COLLIER COUNTY FLORIDA and Return to: REC$52.50 INDX$1.00 Marshall J.Emas,Esq. Shutts&Bowen LLP 200 East Broward Boulevard Suite 2100 Ft.Lauderdale,Florida 33301 TERMINATION OF LEASE (Orangetree Associates/Orange Tree Utilities,Inc.) This Termination ("Termination") is made and entered into this L day of p -6-. , 2017, by and between Orangetree Associates, a Florida partnership ("Lessor") and Orange Tree Utility Co., f/k/a Orange Tree Utilities, Inc., a Florida corporation ("Lessee"). RECITALS: A. Lessor and Lessee are parties to that certain Lease recorded in Official Records Book 1347, Page 2359, of the Public Records of Collier County, Florida, as amended and restated in Amended and Restated Lease Agreement dated as of January 1, 2002 (collectively, the "Lease") with respect to that certain real property (the "Property") more particularly described on Exhibit"A" attached hereto and made a part hereof. B. The Lease has been terminated and the parties desire to reflect such termination of record. NOW, THEREFORE, in consideration of the covenants and agreements hereinafter contained, the receipt and adequacy of which are hereby acknowledged, the parties do hereby agree as follows TERMS: Lessor and Lessee confirm that Lease has been terminated as of the date hereof and no longer demises or encumbers the Property. [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK] FTLDOCS 7222501 2 2/27/17 1 IN WITNESS WHEREOF, the parties have executed this Termination as of the day and date first set forth above. ORANGETREE ASSOCIATES,a Florida general partnership: WITNESSES: By: Springhill of Collier County,Inc., a Florida corporation, as General Partner 4/ fli'i 1 c. ,,,,, C t By: ,� Print Name: S' '� N LE'W Print Naie: AStoo.ica £rn 1 Its: ►D )- . vim 74,11a jr--- Print Ne: ,6Vecc,l,e McaC'ihe r' By: Enterprises of Hollywood,Inc., a Florida corporation,as General Partner j .r. B _,,,,./- ._ � y: - l�,L�.r� Print e: S�)Jl�ir) LamPrint e� fir., lit 4,41e: „. _ Its: tPrint N ,91A)---66-c- ±13 „Cl,'e A C`he r STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 0t7 day of Feim?..AAAtb-1 , 2017, by 2.o12,62T &v..,r , as PPAiSt 061,1 r' of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who n is personally known to me er produced -- - az iddrtti[fic'atiun and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: twopnlpow 1 \6AM, ��` td �rx�:FFno1. NOT PUBLIC , lorded Thy Nofay Pubic FTLDOCS 7222501 2 2/27/17 2 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this 63 May of ldaP , 2017, by (L p A P,ULlir , as ` a*--SivrA,4(. of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who Pk, is personally known to me or -----produced---—_.. -_ --_ _. as -kation-and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: irketcrteofermN � COWAISSION_FF 1 NOTARY UBLIC 1 DGNIRE& � June 2$, p,� Spg1d Ito NoYry Pods UndrirNln FTLDOCS 7222501 2 2/27/17 3 ORANGE TREE UTILITY CO., a Florida corporation, f/k/a Orange Tree Utilities, Inc. WITNESSES: ig,,, „ , . _is” r iee iBy. Print Name: :f 414 (-6)136' Print-i• • -• ,XV-!Oro'.ii, Its: f res! -o„, Print 1\1 e: ,j‘L (1+ e Piftcd C14 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this j7 day of T-Egii-IA , 2017, by Q-Mourb bowl' , as .ellAsuob6rr” of Orange Tree Utility Co., f/k/a Orange Tree Utilities, Inc., a Florida corporation, on behalf of the corporation, who k, is personally known to me or predueed- as-identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: - (11.41 014,411th1,-- I "7544 IIIBERLYPEN CETHORNTON ''� b1YCObI IION:FFOS36lS NO ARY PUBLIC 1 ' «t""�� BadcdilwWary Public Und bre FTLDOCS 7222501 2 2/27/17 4 ' inc EXHIBIT"A" TO TERMINATION OF LEASE (Legal Description) r.... beg era o Description of part of Section 24, Township 48 South, Range 27 east, Collier County, Florida For Orangetree Associates (Utility Site Easement) •Description of part of Sec# Township 48 South, Range 27. East. Collier County, r - . r .,+t „ .co particularly described ms follows, - 4,. Commencing at the • ' at corner • d Section 24; thence slang the s• line of said t n 14 and the centerline of State Road S-S 7 No b 9'�53'-o " West 1243.54 feet thence Neill; 00• y r, , 7 thea of Stats so • g �� a to the, north right-of-way ERGINNIN4 of the �► the ?OUT OP ++�..... _•esu �•/ thence coati th ,'..� . -52 4 1100.Do feet; thence South -53'-06' eas „ (1- . 7 set/ thence South +6'-S2' Welt altto slid south right-of-way 1` thence glong as .A! , I .sd, y line North 89'-33'-08' West 600.00 feet Beginning of the ease herein described, easement subject to easements and ,reatrictions of record; containing 14.69 scree of land more or least bearings are based on the south line of Section 14, Township 48 South* Range 27 East, Collier County, Florida being North 89'-53'-00 West. FTLDOCS 7222501 2 5 2/27/17 9 GtJltl'E" DESCRIPTION OF UTA 117 31E ORAD CE1REL ALL NAT PART OF SFCTIQV 14, TOMNSHIP 48 SOUTH, RANCE 27 EAST COLLIER COUNTY, FLORIDA, L EINC MORE PARTICULARLY DESCRIBED AS FLCLOIi'S: LTIMMENCING AT THE SOUTHEAST CORNER Of 5,410 SECTION 14; THENCE ALONG THE SG111TH LAME OF SATO SECTION 14, ALSO BEING THE CENTERLINE OF 011 SELL ROAD, (STATE ROAD S-8.8). N.89VGIT'NW 169454 FEET; THENCE LEA14A6 SAID UNE N.UOT$52'Z. WOO FEET TO A POINT ON THE NORTH RIGHT-Of-WAY LINE OF OL NEIL ROAD (STATE ROAD 5-858) AND THE PONT Of ETEtNNiIYC LE THE UTILITY SITE tffIf7N DOOMED: THENCE LEAWNC SHAD LA!AL0012852t 1.16.228 FEET PENCE S8955108% 411J5 FFET. PENCE£o14fTSlY WSJ FE7 maim sewar eats iu 17#7 E SWI 80400 FEET 10 A POINT ON THE HORN R1Kelt--or-of Y LI tat`MaZ RONA. NOCE Aiaw.'SAID LATAE M89 JW 12Sa00 tat 10 lilt PANT OF 801NN*10 COMMIS,*2.1 Aats*f }4E�(�lF�s�Mira frJ r; ] a' ^s7�,.rr FTLDOCS 7222501 2 2/27/17 6 l '. 1 Li This Instrument Prepared by INSTR 5375183 OR 5369 PG 1744 RECORDED 3/7/2017 11:08 AM PAGES 6 and Return to: DWIGHT E BROCK, CLERK OF THE CIRCUIT COURT Marshall J.Emas,Esq. COLLIER COUNTY FLORIDA Shutts&Bowen LLP REC$52 50 200 East Broward Boulevard Suite 2100 Ft.Lauderdale,Florida 33301 TRUSTEE AFFIDAVIT (Orangetree Associates) STATE OF FLORIDA COUNTY OF Col ON THIS DAY, before me, the undersigned authority being duly authorized in the State and County aforesaid to take acknowledgments, personally appeared ROBERTO BOLLT, in his capacity as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded in Official Records Book 1347, Page 2331, and amended June 26, 1996, and recorded in Official Records Book 2250, Page 1827, Public Records of Collier County, Florida ("Affiant"), who upon being first duly sworn under oath according to law, deposes and says: 1. He is the Successor Trustee under that certain Land Trust known as the Land Trust Agreement dated January 27, 1986, recorded in Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827, Public Records of Collier County, Florida(hereinafter the"Trust"). 2. The Trust has not been revoked, amended, or modified except as described in paragraph 1 above. 3. The Trust is the owner of that certain property described in Exhibit "A" attached hereto; the Trust is in full force and effect; the Trust has been in full force and effect during the period of its ownership of said property; and the names of the beneficiaries of the Trust are Springhill of Collier County, Inc., a Florida corporation and Enterprises of Hollywood, Inc., a Florida corporation. 4. Affiant, as the Successor Trustee of the Trust, has full power and authority to purchase, protect, conserve, sell, lease, mortgage, encumber, and sign all documents necessary to manage and/or dispose of the property described in Exhibit"A"attached hereto. [Signature to follow on separate page] FTLDOCS 7220608 2 2/27/17 I ,C' Roberto Belt,the Successor Trustee under that certain Land Trust known as the Land Trust Agreement dated January 27, 1986,recorded in Official Records Book 1347, Page 2331, and amended June 26, 1996, and recorded in Official Records Book 2250, Page 1827, Public Records of Collier County, Florida STATE OF FLORIDA COUNTY OF 454AA -- n- Sworn to, subscribed, and acknowledged before me on this 24 day of ffh✓Uii, 2017, by Roberto Bollt, who is (check one) Di,, personally known to me -.-- .; has .produced v , and who did not take an oath. ittitm,4(41-rrii,MATarx —01-15k, x a TMO�ia+ Notary Public in the State of Florida 1tFFop�es WPM Joe NOW i = r ' isadrIltdr Way",�, rM. My Commission Expires: FTLDOCS 7220608 2 2/27/17 n kof 49 Li Exhibit"A" Legal Description of Properties (Utility Site; Lift Stations; Wells Sites) PARCEL 1 (FEE): WATER AND WASTEWATER TREATMENT PLANTS SITE ALL THAT PART OF SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE ALONG THE SOUTH LINE OF SAID SECTION 14, ALSO BEING THE CENTERLINE OF OIL WELL ROAD (STATE ROAD S-858), NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1693.54 FEET; THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 50.00 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF OIL WELL ROAD (STATE ROAD S-858) AND THE POINT OF BEGINNING OF THE UTILITY SITE HEREIN DESCRIBED: THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 1362.28 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 416.75 FEET; THENCE SOUTH 01 DEGREES 49 MINUTES 15 SECONDS WEST 562.53 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 850.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 52 SECONDS WEST 800.00 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD; THENCE ALONG SAID LINE NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1250.00 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON THE SOUTH LINE OF SECTION 14, AS BEING NORTH 89°53'08" WEST(ASSUMED). LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY (O.R.4330,PG.2712): A PARCEL OF LAND LYING IN SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER(SE 1/4) OF SAID SECTION 14, SAID SOUTH LINE ALSO BEING THE EXISTING CENTER LINE OF OIL WELL ROAD(C.R. 858),FOR 443.54 FEET;THENCE LEAVING SAID SOUTH LINE NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 50.00 FEET TO AN INTERSECTION WITH THE EXISTING NORTH RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD AND TO THE SOUTHEAST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 2229, PAGE 1049,OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST ALONG SAID NORTH RIGHT-OF-WAY LINE FOR 756.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID NORTH RIGHT-OF-WAY LINE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST FOR 493.99 FEET TO THE SOUTHWEST FTLDOCS 7220608 2 2/27/17 yY : CORNER OF SAID LANDS; THENCE LEAVING SAID NORTH RIGHT-OF-WAY LINE AND ALONG THE WEST LINE OF SAID LANDS NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 42.86 FEET; THENCE LEAVING SAID WEST LINE SOUTH 46 DEGREES 19 MINUTES 59 SECONDS EAST FOR 42.15 FEET; THENCE NORTH 87 DEGREES 48 MINUTES 27 SECONDS EAST FOR 415.19 FEET; THENCE SOUTH 77 DEGREES 53 MINUTES 08 SECONDS EAST FOR 51.03 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON STATE PLANE COORDINATES FLORIDA ZONE EAST, 1983 DATUM, (1990 ADJUSTMENT) AND THE SOUTH LINE OF SECTION 14 AS BEARING S. 87°48'27"W. AND PARCEL 2(FEE): VALENCIA LAKES LIFT STATION SITE NO. 1 BEING THE EAST 50 FEET OF TRACT "C", BLOCK "F", VALENCIA LAKES PHASE 2-A AS RECORDED IN PLAT BOOK 37, PAGES 10-12 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF TRACT "C", BLOCK "F", VALENCIA LAKES PHASE 2-A,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 37, PAGE 10 THROUGH 12 (INCLUSIVE) OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 79°51'46" WEST, ALONG THE SOUTHERLY BOUNDARY OF SAID TRACT "C", A DISTANCE OF 50.00 FEET TO A POINT ON A NON-TANGENTIAL CURVE; THENCE NORTHERLY, 32.94 FEET ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 1,010.00 FEET, THROUGH A CENTRAL ANGLE OF 01°52'07" AND BEING SUBTENDED BY A CHORD THAT BEARS NORTH 11°04'17" WEST, 32.94 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF SAID TRACT "C"; THENCE NORTH 77°59'39" EAST, ALONG SAID NORTHERLY BOUNDARY,A DISTANCE OF 50.00 FEET TO THE NORTHEASTERLY CORNER OF SAID TRACT "C", THE SAME BEING A POINT ON A NON-TANGENTIAL CURVE; THENCE SOUTHERLY, 34.57 FEET ALONG THE EASTERLY BOUNDARY OF SAID TRACT "C" AND ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 1,060.00 FEET, THROUGH A CENTRAL ANGLE OF 01°52'07" AND BEING SUBTENDED BY A CHORD THAT BEARS SOUTH 11°04'17" EAST,34.57 FEET TO THE POINT OF BEGINNING. AND PARCEL 3 (FEE): VALENCIA GOLF&COUNTRY CLUB LIFT STATION NO. 1 SITE BEING A PARCEL OF LAND LYING WITHIN SECTION 24, TOWNSHIP 48 SOUTH, RANGE 27 EAST COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF TRACT "A", VALENCIA GOLF AND COUNTRY CLUB CLUBHOUSE, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 48, PAGES 82 AND 83 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THE SAME BEING A ON A NON-TANGENT CURVE; THENCE WESTERLY, FTLDOCS 7220608 2 2/27/17 �J 1. iLi 131.32 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID TRACT "A" AND ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1,460.00 FEET, THROUGH A CENTRAL ANGLE OF 05°09'13" AND BEING SUBTENDED BY A CHORD THAT BEARS NORTH 86°28'02" WEST, 131.28 FEET TO A POINT ON THE NORTHEASTERLY TERMINUS OF TRACT "A", VALENCIA PHASE ONE, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 29, PAGES 21 AND 22 OF THE PUBLIC RECORDS OF SAID COLLIER COUNTY, FLORIDA; THENCE SOUTH 06°06'35" WEST, ALONG THE NORTHEASTERLY TERMINUS OF SAID TRACT "A", A DISTANCE OF 80.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED, THE SAME BEING A PONT ON A NON-TANGENTIAL CURVE; THENCE EASTERLY, 25.00 FEET ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1,540.00 FEET, THROUGH A CENTRAL ANGLE OF 00°55'48" AND BEING SUBTENDED BY A CHORD THAT BEARS SOUTH 84°21'20" EAST, 25.00 FEET;THENCE SOUTH 05°10'46"WEST,A DISTANCE OF 50.00 FEET TO A POINT ON A NON-TANGENTIAL CURVE; THENCE WESTERLY, 51.62 FEET ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1,590.00 FEET,THROUGH A CENTRAL ANGLE OF 01°51'37" AND BEING SUBTENDED BY A CHORD THAT BEARS NORTH 83°53'25" WEST, 51.62 FEET; THENCE NORTH 07°02'23" EAST, A DISTANCE OF 50.00 FEET TO A POINT ON A NON- TANGENTIAL CURVE; THENCE EASTERLY, 25.00 FEET ALONG THE ARC OF A CIRCULAR CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1,540.00 FEET, THROUGH A CENTRAL ANGLE OF 00°55'48" AND BEING SUBTENDED BY A CHORD THAT BEARS SOUTH 83°25'31"EAST,25.00 FEET TO THE POINT OF BEGINNING. AND PARCEL 4(FEE): ORANGE TREE WELL NO.3 SITE A PORTION OF SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE WESTERLY MOST CORNER OF LOT 10, VALENCIA GOLF AND COUNTRY CLUB-PHASE 1A, ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 68°22'36" WEST, A DISTANCE OF 1,055.23 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE SOUTH 01°22'20" WEST, A DISTANCE OF 8.00 FEET; THENCE NORTH 88°37'40" WEST, A DISTANCE OF 8.00 FEET; THENCE NORTH 01°22'20" EAST, A DISTANCE OF 8.00 FEET,•THENCE SOUTH 88°37'40"EAST,A DISTANCE OF 8.00 FEET TO THE POINT OF BEGINNING. AND PARCEL 5 (FEE): ORANGE TREE WELL NO.4 SITE A PORTION OF SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE WESTERLY MOST CORNER OF LOT 10, VALENCIA GOLF AND COUNTRY CLUB-PHASE 1A, ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF FTLDOCS 7220608 2 2/27/17 c) COLLIER COUNTY, FLORIDA; THENCE SOUTH 59°0T15" WEST, A DISTANCE OF 1,584.48 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE SOUTH 50°50'36" EAST, A DISTANCE OF 8.00 FEET; THENCE SOUTH 39°09'24" WEST,A DISTANCE OF 8.00 FEET; THENCE NORTH 50°50'36" WEST,A DISTANCE OF 8.00 FEET,•THENCE NORTH 39°09'24"EAST,A DISTANCE OF 8.00 FEET TO THE POINT OF BEGINNING. AND PARCEL 6(EASEMENT): ORANGE TREE WELL NO. 3 MAINTENANCE EASEMENT AREA A PORTION OF SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE WESTERLY MOST CORNER OF LOT 10, VALENCIA GOLF AND COUNTRY CLUB-PHASE 1A, ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 68°43'54" WEST, A DISTANCE OF 1,013.98 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE SOUTH 00°00'07" EAST, A DISTANCE OF 50.00 FEET; THENCE SOUTH 89°59'53" WEST;A DISTANCE OF 50.00 FEET; THENCE NORTH 00°00'07" WEST, A DISTANCE OF 50.00 FEET; THENCE NORTH 89°59'53" EAST, A DISTANCE OF 50.00 FEET TO THE POINT OF BEGINNING. AND PARCEL 7(EASEMENT): ORANGE TREE WELL NO. 4 MAINTENANCE EASEMENT AREA A PORTION OF SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY,FLORIDA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE WESTERLY MOST CORNER OF LOT 10, VALENCIA GOLF AND COUNTRY CLUB-PHASE 1A, ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 59°14'46" WEST, A DISTANCE OF 1,553.05 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE SOUTH 00°00'07" EAST, A DISTANCE OF 50.00 FEET; THENCE SOUTH 89°59'53" WEST; A DISTANCE OF 50.00 FEET; THENCE NORTH 00°00'07" WEST, A DISTANCE OF 50.00 FEET; THENCE NORTH 89°59'53" EAST, A DISTANCE OF 50.00 FEET TO THE POINT OF BEGINNING. FTLDOCS 7220608 2 2/27/17 9B FORM 8B MEMORANDUM OF VOTING CONFLICT FOR COUNTY, MUNICIPAL, AND OTHER LOCAL PUBLIC OFFICERS LAST NAME—FIRST NAME—MIDDLE NAME NAME OF BOARD,COUNCIL,COMMISSION,AUTHORITY,OR COMMITTEE Saunders, Burt Collier County Board of County Commissioners MAILING ADDRESS THE BOARD,COUNCIL,COMMISSION,AUTHORITY OR COMMITTEE ON 3299 Tamiami Trail East, Suite 300 WHICH I SERVE ISAUNIT OF: CITY COUNTY 0 CITY Li COUNTY 0 OTHER LOCAL AGENCY Naples Collier NAME OF POLITICAL SUBDIVISION: Collier County DATE ON WHICH VOTE OCCURRED MY POSITION IS: January 24, 2017 31 ELECTIVE 0 APPOINTIVE WHO MUST FILE FORM 8B This form is for use by any person serving at the county, city,or other local level of government on an appointed or elected board, council, commission, authority,or committee. It applies to members of advisory and non-advisory bodies who are presented with a voting conflict of interest under Section 112.3143,Florida Statutes. Your responsibilities under the law when faced with voting on a measure in which you have a conflict of interest will vary greatly depending on whether you hold an elective or appointive position. For this reason, please pay close attention to the instructions on this form before completing and filing the form. INSTRUCTIONS FOR COMPLIANCE WITH SECTION 112.3143, FLORIDA STATUTES A person holding elective or appointive county, municipal, or other local public office MUST ABSTAIN from voting on a measure which would inure to his or her special private gain or loss. Each elected or appointed local officer also MUST ABSTAIN from knowingly voting on a measure which would inure to the special gain or loss of a principal (other than a government agency) by whom he or she is retained (including the parent,subsidiary, or sibling organization of a principal by which he or she is retained);to the special private gain or loss of a relative;or to the special private gain or loss of a business associate. Commissioners of community redevelopment agencies(CRAB)under Sec. 163.356 or 163.357, F.S., and officers of independent special tax districts elected on a one-acre, one-vote basis are not prohibited from voting in that capacity. For purposes of this law, a "relative" includes only the officer's father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law.A"business associate" means any person or entity engaged in or carrying on a business enterprise with the officer as a partner,joint venturer, coowner of property, or corporate shareholder(where the shares of the corporation are not listed on any national or regional stock exchange). * * * * * * * * * * * * * * * * ELECTED OFFICERS: In addition to abstaining from voting in the situations described above,you must disclose the conflict: PRIOR TO THE VOTE BEING TAKEN by publicly stating to the assembly the nature of your interest in the measure on which you are abstaining from voting;and WITHIN 15 DAYS AFTER THE VOTE OCCURS by completing and filing this form with the person responsible for recording the minutes of the meeting,who should incorporate the form in the minutes. APPOINTED OFFICERS: Although you must abstain from voting in the situations described above, you are not prohibited by Section 112.3143 from otherwise participating in these matters. However, you must disclose the nature of the conflict before making any attempt to influence the decision, whether orally or in writing and whether made by you or at your direction. IF YOU INTEND TO MAKE ANY ATTEMPT TO INFLUENCE THE DECISION PRIOR TO THE MEETING AT WHICH THE VOTE WILL BE TAKEN: • You must complete and file this form(before making any attempt to influence the decision)with the person responsible for recording the minutes of the meeting,who will incorporate the form in the minutes. (Continued on page 2) CE FORM 8B-EFF. 11/2013 PAGE 1 Adopted by reference in Rule 34-7.010(1)(f),F.A.C. 9 B APPOINTED OFFICERS (continued) • A copy of the form must be provided immediately to the other members of the agency. • The form must be read publicly at the next meeting after the form is filed. IF YOU MAKE NO ATTEMPT TO INFLUENCE THE DECISION EXCEPT BY DISCUSSION AT THE MEETING: • You must disclose orally the nature of your conflict in the measure before participating. • You must complete the form and file it within 15 days after the vote occurs with the person responsible for recording the minutes of the meeting,who must incorporate the form in the minutes.A copy of the form must be provided immediately to the other members of the agency,and the form must be read publicly at the next meeting after the form is filed. DISCLOSURE OF LOCAL OFFICER'S INTEREST Burt Saundershereby disclose that on January 24, 20 17 • (a)A measure came or will come before my agency which(check one or more) inured to my special private gain or loss; inured to the special gain or loss of my business associate, ; inured to the special gain or loss of my relative, • inured to the special gain or loss of my former clients, including Orange Tree Utility its principals and affiliates bye4. whom I etained;or —.yr ON' NO L s' &- /2fr ciA4 069. 074 lit freicei f'4 ► Qom/ ? whirfrA ich N"i✓o,,,. rtSinS QoJ O� 1�1 /fit' 14 inured to the special gain or loss o �drs k'� y ,which is the parent subsidiary, or sibling organization or subsidiary of a principal which has retained me. (b)The measure before my agency and the nature of my conflicting interest in the measure is as follows: On January 24, 2017, BCC Agenda Item 9B,the Board will consider a recommendation to approve by resolution an integration agreement incorporating the terms of the settlement of a lawsuit against Orange Tree Utility Company, Orange Tree Utility Associates and related parties and to approve the transfer documents required to transfer water and wastewater assets to the County. I will abstain from voting on this item pursuant to Sections 112.3143 and 286.012, Fla. Stat. to avoid any perceived prejudice or bias as I previously represented Orange Tree Utility Company, its principals and affiliates in this matter. If disclosure of specific information would violate confidentiality or privilege pursuant to law or rules governing attorneys, a public officer, who is also an attorney, may comply with the disclosure requirements of this section by disclosing the nature of the interest in such a way as to provide the public with notice of the conflict. / January 24, 2017 //' Date Filed Signature NOTICE: UNDER PROVISIONS OF FLORIDA STATUTES §112.317, A FAILURE TO MAKE ANY REQUIRED DISCLOSURE CONSTITUTES GROUNDS FOR AND MAY BE PUNISHED BY ONE OR MORE OF THE FOLLOWING: IMPEACHMENT, REMOVAL OR SUSPENSION FROM OFFICE OR EMPLOYMENT, DEMOTION, REDUCTION IN SALARY, REPRIMAND, OR A CIVIL PENALTY NOT TO EXCEED$10,000. CE FORM 8B-EFF.11/2013 PAGE 2 Adopted by reference in Rule 34-7.010(1)(f),F.A.C. Agenda Item No. S Agenda Item Topic c;. �A L (For Public Comment,list topic) Meeting Date: 98 Name: 4.4r`14-1: 44-o Address: iJ R v i Representing/Petitioner: Other: lam- we s.kA' COLLIER COUNTY ORDINANCE NO.2003-53,AS AMENDED BY ORDINANCE 2004-05 AND 2007-24,REQUIRES THAT ALL LOBBYIST SHALL,BEFORE ENGAGING IN ANY LOBBYING ACTIVITIES(INCLUDING,BUT NOT LIMITED TO,ADDRESSING THE BOARD OF COUNTY COMMISSIONERS),REGISTER WITH THE CLERK TO THE BOARD AT THE BOARD MINUTES AND RECORDS DEPARTMENT YOU ARE LIMITED TO THREE(3)MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF-PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING THEIR BUSINESS,PERSONAL POLITICKING OR OTHER FORMS OF SELF-PROMOTION WILL BE ASKED TO LEAVE THE PODIUM. PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS-PLEASE PRINT CLEARLY Agenda Item No. (.1,5' Agenda Item Topic L.-, (For Public Comment,list topic) Meeting Date: - Name: A13A17.lztu Address: 2271 IS6.7-� - ,3iv�{ n it) %L Representing/Petitioner: R. i Other: COLLIER COUNTY ORDINANCE NO.2003-53,AS AMENDED BY ORDINANCE 2004-05 AND 2007-24,REQUIRES THAT ALL LOBBYIST SHALL,BEFORE ENGAGING IN ANY LOBBYING ACTIVITIES(INCLUDING,BUT NOT LIMITED TO,ADDRESSING THE BOARD OF COUNTY COMMISSIONERS),REGISTER WITH THE CLERK TO THE BOARD AT THE BOARD MINUTES AND RECORDS DEPARTMENT YOU ARE LIMITED TO THREE(3)MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF-PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING THEIR BUSINESS,PERSONAL POLITICKING OR OTHER FORMS OF SELF-PROMOTION WILL BE ASKED TO LEAVE THE PODIUM. PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS-PLEASE PRINT CLEARLY Agenda Item No. Cj_ 3 Agenda Item Topic --14e Li"C;,b,c A (4;1 (For Public Comment,list topic) f Meeting Date: / - 17 Name:- )i ,, I,�.� Address: X3(F (-ro.,n Representing/Petitioner: (_O ,Qr- e ,), klotpte, r-{C A Other: COLLIER COUNTY ORDINANCE NO.2003-53,AS AMENDED BY ORDINANCE 2004-05 AND 2007-24,REQUIRES THAT ALL LOBBYIST SHALL,BEFORE ENGAGING IN ANY LOBBYING ACTIVITIES(INCLUDING,BUT NOT LIMITED TO,ADDRESSING THE BOARD OF COUNTY COMMISSIONERS),REGISTER WITH THE CLERK TO THE BOARD AT THE BOARD MINUTES AND RECORDS DEPARTMENT YOU ARE LIMITED TO THREE(3)MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF-PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING THEIR BUSINESS,PERSONAL POLITICKING OR OTHER FORMS OF SELF-PROMOTION WILL BE ASKED TO LEAVE THE PODIUM. PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS-PLEASE PRINT CLEARLY Agenda Item No. /t Agenda Item Topic Zi,3-711‘16E_ -E (For Public Comment,list topic) Meeting Date: 6/Ay/7 Name: 74/u/2 11/L-knkey Address: Zy7G t-t 'T-197;N C/� ,E A)I2P��S fG �ylzcj Representing/Petitioner: Other: COLLIER COUNTY ORDINANCE NO.2003-53,AS AMENDED BY ORDINANCE 2004.05 AND 2007-24,REQUIRES THAT ALL LOBBYIST SHALL,BEFORE ENGAGINGTHE IN ANY LOBBYING ACTIVITIES(INCLUDING,BUT NOT LIMITED TO,ADDRESSING THE BOARD OF COUNTY COMMISSIONERS),REGISTER WITH THE CLERK TO BOARD AT THE BOARD MINUTES AND RECORDS DEPARTMENT YOU ARE LIMITED TO THREE(3)MINUTES FOR YOUR COMMENTS AND ARE TO ADDRESS ONLY THE CHAIR PUBLIC COMMENT IS NOT INTENDED TO BE A FORUM FOR SELF-PROMOTION. PUBLIC COMMENT SPEAKERS WHO ENGAGE IN ADVERTISING THEIR BUSINESS,PERSONAL POLITICKING OR OTHER FORMS OF SELF-PROMOTION WILL BE ASKED TO LEAVE THE PODIUM. PLACE COMPLETED FORM ON THE TABLE TO THE LEFT OF THE DAIS-PLEASE PRINT CLEARLY 911--/ (1) Non-foreign affidavits, no-lien affidavits, "gap" affidavits, waivers and releases of lien or such other forms as are customarily required for issuance of the title insurance policy referenced herein; (2) Any corporate, trust or partnership resolutions or documents, affidavits, certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations as deemed necessary by counsel for the County; (3) Those instruments required by the title insurer insuring the real property set forth in Appendix A or easements or other rights including, but not limited to, those identified in Appendix B; and (E) County shall pay all taxes, fees or other charges necessary for transfer, filing or recording of the documents delivered by Orange Tree and Developer to the County on the Integration Date. ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY. Consistent with the County's obligation to expand the on-site water and wastewater treatment plants or otherwise provide such levels of treatment capacity as required to meet Developer's demand, and to ensure that the County possesses sufficient knowledge of when Developer's projected demand shall be required in the future, Developer and Orange Tree shall provide to County, to the attention of Dr. George Yilmaz,Administrator, Collier County Public Utilities, or his successor, at Public Utilities Division, 3301 E. Tamiami Trail, Naples, Florida 34112, on January 1 of each year following the Integration Date, and until build out of the Orange Tree Planned Unit Development, a schedule identifying connections made in the prior year and Developer's plans and projections for growth for the next three (3)years,together with documents or data substantiating such plans and projections. Developer and Orange Tree acknowledge and agree that the provision of this information to the County is required to provide the County proper notice of the prospective needs of Developer and Orange Tree in the Orange Tree Service Area. SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES. The County will provide Developer or its successors with an impact fee or connection charge credit toward new utility connections to the extent of any "net excess capacity," if any, in the Orange Tree water and wastewater system at the time of transfer. The parties agree that the independent professional engineering firm of Hole Montes has been retained and was jointly paid by the parties to audit the Orange Tree water and wastewater system to determine total excess capacity over current uses of the water and wastewater system, and that on August 19, 2015, Hole Montes issued its Final Report entitled "Orange Tree Utility Company Capacity and Service Commitment Review" ("Hole Montes Report"), which is attached as Appendix I. The parties further p, agree to retain and jointly pay Hole Montes to update the Hole Montes Report to account for any changes in net excess capacity, if any, in the Orange Tree water and wastewater 11 9 q 1.3 system resulting from Equivalent Residential Connections ("ERCs") which have been allocated or sold to developers or builders since August 19, 2015 through and including the Integration Date ("Updated Hole Montes Report"), and that the Updated Hole Montes Report shall establish the net excess capacity for the Orange Tree water and wastewater system and the corresponding number of ERCs to which the Developer, Orange Tree or their successors and assigns shall be entitled. The County agrees that any change in its impact fee rate schedule will not affect the number of ERCs provided to Developer, Orange Tree, or their successors and assigns. In no event will Developer be entitled to credit for more ERCs than are necessary to service the Orange Tree PUD Area. ARTICLE VI. OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6.01 CONDUCT OF PARTIES AFTER SIGNING THIS AGREEMENT. (A) At all times prior to the Integration Date, the parties shall act in compliance with the Joint Stipulation executed by the parties as part of the Pending Lawsuit, a copy of which is attachedhereto as Appendix J. The County shall have the right, at any reasonable time during normal business hours with four (4) days prior notice to Orange Tree, to enter upon Orange Tree's or Developer's property to inspect the Orange Tree System, to familiarize itself with day- to-day operations including access to billing hardware and software, to review the operational practices of Orange Tree, to coordinate with Orange Tree the necessary transition activities, and to ensure compliance with any and all federal and state regulatory requirements; provided, however, that such access shall not be had or done in any manner so as to unreasonably interfere with the normal conduct of the Orange Tree System. (B) Orange Tree and Developer have represented to County that, except as described in subsection(L) of Section 3.01,there are no regulatory compliance issues affecting the Orange Tree System that are outstanding on the date of this Agreement. In the event that Orange Tree or Developer shall be notified of the existence of a regulatory compliance issue affecting the Orange Tree System,the County shall have the opportunity to participate in all negotiations with appropriate regulatory agencies concerning the necessary corrective actions and compliance timelines associated with all regulatory compliance issues. However, prior to the Integration Date, Orange Tree and Developer shall have the final authority on any corrective actions and decisions related to any regulatory compliance issue, and will be solely liable for all obligations to pay any monetary penalties, fines, assessments or administrative costs or other monetary judgments of any kind in addition to capital costs as may be associated with achieving regulatory compliance. ARTICLE VII. POST-INTEGRATION COMMITMENTS SECTION 7.01 TREATMENT PLANTS PROPERTY. 12 1-1 aim 3 u I /2.41-//2-0/ BrockMaryJo p„-c-- R From: OchsLeo Sent: Monday, January 23, 2017 4:27 PM To: DLCOMM Cc: KlatzkowJeff; TeachScott; brian@brianarmstronglaw.com; YilmazGeorge; CasalanguidaNick; BrockMaryJo; BrownleeMichael; FilsonSue; GoodnerAngela; GrecoSherry; LykinsDave Subject: FW: Orange Tree Utility: Hartman Report Attachments: Hartman fernandina beach opinion.pdf; RP Orange Blossom DEveloper Agreemtn 1.pdf; Collier County-OTU Supplemental Staff Report(2).doc Importance: High Commissioners, This is a one-way communication. Please find attached a supplemental staff report related to agenda item 9.13. (orange Tree Settlement Agreement proposal) prepared by the County's outside special legal counsel. He will provide a verbal summary of this information at tomorrow's meeting. I apologize for providing this relatively late in the day,but some of this information has come to our attention only very recently. VR, Leo Leo E. Ochs,Jr. Collier County Manager Ieoochs@a colliergov_.net 239.252.8383 From: Brian Armstrong [mailto:brian@brianarmstronglaw.com] Sent: Monday, January 23, 2017 12:29 PM To: OchsLeo Cc: KlatzkowJeff Subject: Fw: Orange Tree Utility: Hartman Report Attached and below please find County Staff and special counsel analyses and comments regarding recent documents provided by Orange Tree Utility Co., specifically as they suggest that free connections should be bestowed upon Orangetree Associates after transfer of the Orange Tree System to the County. As always, please do not hesitate to call me or reply to this email if you have any questions. My best, Brian P. Armstrong,Esq. Law Office of Brian Armstrong, PLLC From: Brian Armstrong [mailto:brian@briana rmstronglaw.com] Sent: Thursday, January 19, 2017 1:54 PM To: YilmazGeorge; OchsLeo Cc: KlatzkowJeff Subject: Orange Tree Utility: Hartman Report Gentlemen, 96 Dr. Yilmaz has provided me a copy of the report from OTU's engineer, Gerry Hartman, purporting to address the free connections issue which OTU wishes the Board of County Commissioners to consider; and asked if I have any comments. I have several comments: 1. Mr. Hartman is the engineer who appeared on behalf of OTU at mediation and informal discussions who repeatedly represented to the County that the Orange Tree System is being operated in compliance with all permits, rules and laws. As noted in my January 4 letter, that was a misrepresentation then and is a misrepresentation now. 2. Mr. Hartman is in no way an independent expert, and I would strongly disagree with any suggestion that he is an objective expert who will provide unbiased engineering opinions for the Board's consideration. I have attached a copy of pertinent sections of a court opinion in which a trial judge expresses his opinion of Mr. Hartman's very limited credibility in a recent trial in Fernandina Beach. Assessing Mr. Hartman's credibility and candor,the Court stated as follows: Mr. Hartman "failed to forthrightly answer questions put to him;" failed "to accurately recall important events that occurred in the course of his work;" Mr. Hartman "equivocated and appeared less than candid"; and the Court's conclusion, "Mr. Hartman's failure to recall or acknowledge these significant aspects of this transaction, his failure to candidy respond to questions during cross-examination, and his demeanor in providing his testimony cause this Court to conclude that his testimony lacked complete candor and credibility." In my opinion, Mr. Hartman's findings in the report which OTU wishes the Board of County Commissioners to consider should be considered of similar limited credibility and candor. 3. Mr. Hartman fails to address the fact that OTU has collected from developers and customers more than $11.5 million while investing only$10 million in the Orange Tree System. Where has the remaining$1.5 million gone? Mr. Hartman was one of OTU's representatives suggesting to County representatives that the money was invested in utility facilities. OTU's annual reports do not support Mr. Hartman's statements. OTU has never identified where the additional $1.5 million went but it appears clear that it was not invested in utility facilities. 4. Mr. Hartman ignores the fact that OTU has not presented a single developer agreement between OTU and its developer affiliate, Orangetree Associates. It must be remembered that the developer, Orangetree Associates, is a party to the agreements and ordinances under consideration which repeatedly obligate OTU and Orangetree Associates to transfer the Orange Tree System to the County at no cost. OTU required other developers to sign developer agreements, pre-pay connection charges and even pay for utility facilities which exceeded the needs of the developer; but OTU never had Orangetree Associates even sign a developer agreement. In 2015, OTU, the utility, paid Orangetree Associates, the developer, $150,000 in management fees. No management agreement has ever been provided by OTU or Orangetree Associates justifying such a payment. 5. Mr. Hartman refers to the transfer of the Orange Tree System to the County as a "donation."This is yet another misrepresentation of the facts. The ordinances and agreements at issue repeatedly reflect the fact that OTU and its developer affiliate Orangetree Associates received development authority, increased density rights, and re-zoning of property in return for the agreement to transfer the Orange Tree System to the County at no cost. OTU and its developer affiliate Orangetree Associates have been receiving the benefit of these agreements and ordinances for decades. OTU tried to escape its obligation to transfer the Orange Tree System to the 2 98 County, at no cost, by suing the County. The County prevailed in that litigation and the court awarded the County its attorney's fees and costs. A similar result could be expected if the County is forced to pursue the transfer of the Orange Tree System through the pending litigation (in which it is recommended that the County also pursue the $1.5 million in connection fees collected but not invested in the utility system, costs to achieve 100% compliance, attorney's fees and other costs). 6. Mr. Hartman attempts to limit his report's analysis to "pre-paid" connection charges received by OTU since "August 20, 2015." Again, this appears to be an attempt at deception. OTU's annual reports indicate that OTU received hundreds of thousands of dollars of contributions in aid of construction, either cash or assets, in 2014 and 2015. We do not know how much OTU collected in 2016 as OTU has not filed an annual report for that year. These contributions are not necessarily "pre-paid" but also include connection charges paid by customers and others as connections are made. No limitation should be made to "pre-paid" connections. Moreover, Mr. Hartman would ignore in his analysis any consideration of lots already connected to the Orange Tree System but not currently receiving service from OTU; as well as peak system needs. In summary, Mr. Hartman's report lacks credibility and candor. OTU has over-collected cash and asset contributions of more than $1.5 million. Should free connections be made available to OTU's afffiliated developer, Orangetree Associates, the current customers of OTU and CCWSD would be forced to subsidize Orangetree Associates activities, and the transaction would not be "at no cost" to the County and its customers. As always, I am available to answer any questions which you may have in these regards. Brian P. Armstrong, Esq. Law Office of Brian Armstrong, PLLC From:YilmazGeorge <GeorgeYilmaz@colliergov.net> Sent:Thursday,January 19, 2017 12:21 PM To: Brian Armstrong Cc:TeachScott Subject: FW: Orange Tree Utility: Barraco Engineering FDEP Filing From: OchsLeo Sent: Wednesday, January 18, 2017 4:09 PM To: R. Bruce Anderson; TeachScott Cc: KlatzkowJeff; CasalanguidaNick; YilmazGeorge Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Will do Leo E. Ochs,Jr. Collier County Manager leoochs@colliergov.net 239.252.8383 From: R. Bruce Anderson [mailto:rbanderson(&napleslaw.com] Sent: Wednesday, January 18, 2017 4:01 PM 3 To: OchsLeo; TeachScott 9 13 Cc: KlatzkowJeff; CasalanguidaNick; YilmazGeorge Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Thanks Leo. Please send me a copy of the staff report this afternoon,since it should be final at 4:00. R. Bruce Anderson Attorney at Law CHEFFYPASSIDOMO Cheffy Passidomo, P.A. ATTORNEYS AT LASS' 821 5th Avenue South Naples, FL 34102 (239)659-4942 direct (239)261-9300 telephone (239)261-9782 facsimile rbanderson@napleslaw.com www.napleslaw.com This e-mail,along with any files transmitted with it,is for the sole use of the intended recipient(s)and may contain information that is confidential or privileged.If this e-mail is not addressed to you(or if you have any reason to believe that it is not intended for you),please notify the sender by return e-mail or by telephoning us(collect)at 239-261- 9300 and delete this message immediately from your computer.Any unauthorized review,use,retention,disclosure,dissemination,forwarding,printing or copying of this e- mail is strictly prohibited.Please note that any views or opinions presented in this e-mail are those of the author and do not necessarily represent those of the law firm. From: OchsLeo [mailto:LeoOchs@colliergov.net] Sent:Wednesday,January 18, 2017 3:54 PM To:TeachScott<ScottTeach@colliergov.net>; R. Bruce Anderson <rbanderson@napleslaw.com> Cc: KlatzkowJeff<JeffKlatzkow@colliergov.net>; CasalanguidaNick<NickCasalanguida@colliergov.net>;YilmazGeorge <GeorgeYilmaz@colliergov.net> Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Scott, You are correct. This is my agenda item. It is complex enough without unnecessary additional backup from either party. Bruce doesn't need any help from me in representing his client's interests to the Commissioners. This deal is done. There is no need for a time certain in that the agenda is very short and this item will be heard by mid morning. Leo E. Ochs,Jr. Collier County Manager leoochs@colliergovnet 239.252.8383 From: TeachScott Sent: Wednesday, January 18, 2017 3:18 PM To: R. Bruce Anderson Cc: KlatzkowJeff; OchsLeo; CasalanguidaNick Subject: RE: Orange Tree Utility: Barraco Engineering FDEP Filing Bruce, I relayed your request to add the attachments your provided to the County Manager. The County Manager believes that adding those documents to the agenda item would create confusion as if it was an endorsement from staff. I don't believe there is any objection to your providing this back-up material directly to the County Commissioners. I will defer again to the County Manager on coordinating with the Chair on the possibility of setting this for a time certain. 4 98 As we discussed,your clients do not dispute the terms of the Agreements or the related conveyance documents they signed. The only exception your clients have to staff's recommendation to approve the settlement as provided in the Integration Agreement concerns the updated Hole Montes report; which OTU does not accept. Please let me know if this does not accurately memorialize our conversation. Scott R. Teach Deputy County Attorney Collier County, Florida Tel: (239)252-8400 Fax: (239) 252-6300 Office of the County Attorney,3299 East Tamiami Trail,Suite 800, Naples, FL 34112 Under Florida Law,e-mail addresses are public records.If you do not want your e-mail address released in response to a public records request,do not send electronic mail to this entity.Instead,contact this office by telephone or in writing. From: R. Bruce Anderson [mailto:rbanderson@napleslaw.com] Sent: Wednesday,January 18, 2017 3:01 PM To:TeachScott; OchsLeo; CasalanguidaNick Subject: Orangetree Utility: Barraco Engineering FDEP Filing Importance: High Gentlemen, Also, please include the attached document in the agenda back up. How about setting a time certain for this hearing? Thanks R. Bruce Anderson Attorney at Law CHEFFYPASSIDOMO Cheffy Passidomo, P.A. ATTORNEYS AT LASS' 821 5th Avenue South Naples, FL 34102 (239) 659-4942 direct (239)261-9300 telephone (239)261-9782 facsimile rbanderson(c�napleslaw.com www.napleslaw.com This e-mail,along with any files transmitted with it,is for the sole use of the intended recipient(s)and may contain information that is confidential or privileged.If this e-mail is not addressed to you(or if you have any reason to believe that it is not intended for you),please notify the sender by return e-mail or by telephoning us(collect)at 239-261- 9300 and delete this message immediately from your computer.Any unauthorized review,use,retention,disclosure,dissemination,forwarding,printing or copying of this e- mail is strictly prohibited.Please note that any views or opinions presented in this e-mail are those of the author and do not necessarily represent those of the law firm. 5 9 ' 0 IN THE CIRCUIT COURT,FOURTH JUDICIAL CIRCUIT,IN AND FOR NASSAU COUNTY,FLORIDA CITY OF FERNANDINA BEACH, a municipal CASE NO.: 13-CA-485 corporation of the State of Florida, Plaintiff, v. STATE OF FLORIDA,and the taxpayers,property VALIDATION OF THE CITY OF owners and citizens of the City of Fernandina FERNANDINA BEACH,FLORA Beach, Florida, including non-residents owning UTILITY SYSTEM REFUND property or subject to taxation therein, and others REVENUE BONDS,SERIES a$13B,IN claiming any right,title or interest in property to be AN AGGREGATE PRINCIPAi:=) affected by the issuance of the Series 2013B Bonds AMOUNT NOT TO EXCEED115,000,000 herein described or to be affected in any way thereby, Defendants. IT- 71 1g FINAL JUDGMENT •.,- r N THIS MATTER came before the Court for trial on December 2-3, 913, r--the Complaint for Validation filed by Plaintiff, City of Fernandina Beach(IheACity")19111gainthe taxpayers,property owners and citizens of the City,including non-residents owning property or subject to taxation therein, and all others having or claiming any right, title, or interest in property to be affected by the issuance of the City's Utility System Refunding Revenue Bonds, Series 2013B, in a principal amount not to exceed$5,000,000(the "Series 2013B Bonds"). In addition to the City, Intervener Joanne Conlon ("Conlon") appeared at trial and opposed validation of the Series 2013B Bonds, The State of Florida, represented by the Office of the State Attorney,Fourth Judicial Circuit(the"State")appeared at trial and deferred to Conlon as to her arguments and evidence offered in opposition to validation. 35. From his testimony as described above,the Court finds that Mr. Hartman did not make an adequate determination,as required by the first prong of the Dual Rational Nexus Test, 9 that there was a rational nexus between projected new customers for the water utility and the • need for additional capital facilities for the utility. The Court further finds that in setting the Impact Fees at $1,500 per ERU, Mr. Hartman did not determine that there is a rational nexus between the fee each new customer pays and the benefit the customer obtains from hooking up to the utility as required by the second prong of the Dual Rational Nexus Test. 16 96 36. The Court also had an opportunity to assess Mr.Hartman's credibility and candor during his testimony on both direct and cross-examination and in that regard, makes the following findings: (a) Mr. Hartman appeared forthright during questioning by counsel for the City,but on cross-examination,he repeatedly failed to forthrightly answer questions put to him by counsel for Conlon concerning his opinions and the work he performed in this matter. [E.g., Trans. at 222:24-223:19, 245:20-246:5] Eventually, the Court was required to admonish Mr. Hartman to answer the questions posed absent proper objection. [Trans. 277:2-278:1] (b) The Court observed instances of Mr.Hartman's failure toaccurately recall important events that occurred in the course of his work in setting the Impact Fees. One example of this concerned an email from Daryl!Parker, an employee of Mr. Hartman who had worked on the transaction to purchase the water utility. [Conlon Exhibits 76, 115] When confronted with an email in which Mr.Parker advised City officials not to include the Impact Fees calculations in Ordinance 2003-06 so as not to expose them to public scrutiny [Conlon Exhibit 76], Mr. Hartman first denied that Mr. Parker was involved in any meaningful way in the engagement relating to the purchase of the utility. [Trans., 528:17-25, 540:14-542:9, 545:19- 546:23] He also maintained that Mr. Parker overstepped his bounds by sending the email to the City Attorney and the City Manager. [Trans., 547:3-548:2] But when he was confronted with City Commission minutes 17 r 9 showing that Mr. Parker was involved at least to the extent that he appeared before and addressed the City Commission in regard to the Impact Fees, Mr. Hartman equivocated and appeared less than candid. [Trans.,548:20-550:1] (c) A second example of Mr.Hartman's failure to accurately recall events was his denial that there was any urgency in the FPU negotiations that influenced the way in which the purchase price and terms were set. [Trans., 269:5-15] On cross-examination, Mr. Hartman denied that FPU had threatened to end the negotiations to sell the utility and to pursue its own alterative public securities offering. But later, he was confronted with his own contemporaneous correspondence to the City in which he described that very concern.[Conlon Exhibit 58 at HAI006049] (d) Mr.Hartman's failure to recall or acknowledge these significant aspects of this transaction,his failure to candidly respond to questions during cross- examination,and his demeanor in providing his testimony cause the Court to conclude that his testimony lacked complete candor and credibility. (e) One further consideration in the weight the Court gives to Mr.Hartman's testimony is that he has an interest in the outcome of this litigation. He was the lead negotiator for the City for the acquisition of this water utility in 2002-2003, he recommended the purchase price and terms which the City ultimately accepted, including the use of"futures"to fund a portion of the purchase price,and he determined the amount of the Impact Fees to fund the"futures." [Trans., 178:6-12, 204:7-205:2] He also testified that 18 98 he has used this same "futures"concept, funded by impact fees, in other transactions. [Trans., 200:22-201:4] Consequently, the Court finds that Mr. Hartman comes to this proceeding not only as a testifying expert [Trans.,206:12-19; Conlon Exhibit 33; Conlon Exhibit 80],but also with an interest in defending his own work. The Court finds that this gives Mr. Hartman a degree of bias which adversely affects the weight of his testimony. 37. Finally, the Court notes previous positions taken by the City concerning the lawfulness of the Impact Fees. In order to support a statute of limitations defense which it asserted in the Class Action Case,the City asserted there that the ordinance imposing the Impact Fees (Ordinance 2003-06) was facially unlawful. [Conlon Exhibit 17 at 10-11] The City later changed its position in that regard after the Court ruled against it on its statute of limitations defense. [See e.g.,Conlon Exhibits 20-26] Conlon's Evidence that the Impact Fees are Unlawful 38. Conlon presented the testimony of John Guastella. Mr. Guastella is an expert in utility rates and valuation, and his experience in the setting of rates includes the proper calculation of impact fees. In contrast to Mr. Hartman, Mr. Guastella answered the questions posed to him on direct examination and on cross-examination directly and succinctly. , I 9B DEVELOPER AGREEMENT BETWEEN RP ORANGE BLOSSOM OWNER LLC AND ORANGE TREE UTILITY CO. 98 EXHIBIT"C-I" SUBORDINATION OF INTEREST IN PROPERTY BY INTERESTED PARTIES ONE FOR EACH SUCH PARTY 30 EXHIBIT"C-2" SUBORDINATION OF INTEREST IN PROPERTY BY INTERESTED PARTIES ONE FOR EACH SUCH PARTY 31 EXHIBIT'D" CONTRIBUTIONS-IN-AID-OF-CONSTRUCTION("CIAC"),AND OTHER CHARGES 32 EXHIBIT"E" ASSIGNMENT OF CAPACITY TO LOT OWNERS PROCESS 33 9B PEVELO?ER AGREEMENT THIS AGREEMENT is made and entered into this day of ,201by and between RP ORANGE BLOSSOM OWNER,LLC,elm"'limited ll' 0° rwhose business address is 3953 Maple Ave,Suite 300,Dallas,TX 75219 (hereinafter referred to as 'DEVELOPER"),and ORANGE TREE UTILITY CO.,a Florida corporation:whose business address is 4500 Executive Drive Suite 110,Naples,FL 34119,(hereinafter referred to as "SERVICE COMPANY"); WITNESSETH WHEREAS, DEVELOPER owns or controls land located in Collier County, in the State of Florida,which property is more particularly described in Exhibit"A",attached hereto and made a part hereof(the Property"), and DEVELOPER intends to develop the Property by erecting residential or commercial improvements, or one of any combination of these thereon, as provided in the Development Plan attached hereto;and WHEREAS, DEVELOPER is desirous of having available to the Property SERVICE COMPANY'S central water and sewer systems so that there may be provided to the Property and the improvements to be constructed thereon from time to time and to the occupants thereof adequate water and sewer service from the central water and sewer systems of the SERVICE COMPANY;and; WHEREAS, the SERVICE COMPANY is willing to provide, in accordance with the provisions of this Agreement, central water and sewer facilities and to extend such facilities to the Property and thereafter operate such facilities so that the occupants of the improvements on the Property will receive an adequate water supply and sewage collection and disposal service from SERVICE COMPANY;and, WHEREAS, the parties hereto agree that this Developer Agreement is subject to the review and approval of the Collier County Water&Wastewater Authority. NOW THEREFORE, for and in consideration of the premises, the mutual undertakings and agreements herein contained and assumed, DEVELOPER and SERVICE COMPANY hereby covenant and agree as follows: SECTION 1, DEFINITIONS The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and shall apply unless the context indicates a different meaning: 1.01 "Property"-all the lands legally described in Exhibit"A"; 5 9B 1.02'Development Plan"-the proposed improvements to be constructed on the Property and the anticipated time for the construction thereof as set forth in Exhibit"B"attached hereto and made a part hereof 1.03 'Phase"-refers to a part of the Property which is being or is to be developed as a unit; 1.04"Lot or Tract" -each separate subdivided building site as platted of record or as shown on the development plan attached as part of Exhibit"B"and made a part hereof; 1.05 "Service" - the readiness and ability on the part of SERVICE COMPANY to furnish water and sewer service to each lot 1.06 "Point of Delivery" - the point where the pipes or meters of SERVICE COMPANY are connected with the pipes of the consumer. Unless otherwise indicated,point of delivery shall be at a point on the consumer's lot line; 1.07"Consumer Installation"-all facilities on the consumer's side of the point of delivery; 1.08 "Interested Parties" - the parties executing Exhibit "C" attached hereto and made a part hereof for the purpose of subordinating their interests in the Property to this Agreement. DEVELOPER warrants that the persons executing said Exhibit"C"are all persons having an interest in the Property, other than the DEVELOPER, whether as a mortgagee, secured lien holder,tenant or otherwise. 1.09 "Contribution-in-aid-of-Construction" or "CIAC" - the sums of money designated as such and property represented by the value of a water distribution or sewage collection system constructed by DEVELOPER, which DEVELOPER agrees to contribute to SERVICE COMPANY as a contribution-in-aid-of-construction to induce SERVICE COMPANY to provide water and sewer services to the Property. 1.10"Master Plan" -Master Plan for SERVICE COMPANY'S water and sewer systems prepared by SERVICE COMPANY or SERVICE COMPANY'S Engineers,as amended or modified from time to time. 1.11 "Equivalent Residential Connection" or "ERC" - the estimated average daily flow for a single-family residential unit which for all purposes of this Agreement shall be computed at three hundred fifty(350)gallons per day(gpd)for water service and two hundred eighty(280)gallons per day(gpd)for sewer service. 1.12 "Utility Facilities" -unless otherwise described herein, shall mean the water distribution mains, hydrants, services, meters, and related appurtenances and equipment; wastewater collection mains, laterals, services, pumping stations, and related and appurtenances and equipment; and reclaimed water mains, services, meters, and related appurtenances and equipment. 6 98 1.13 "Connection Point"-means that point in SERVICE COMPANY'S existing utility system where the DEVELOPER will be allowed to connect its on-site or off-site facilities. 1.14 "Reclaimed Water" -water produced by the proper treatment of wastewater effluent such that it may be used for irrigation or other specified non-potable uses. SECTION 2. EASEMENTS 2.01 Grant of Easements. DEVELOPER hereby grants and gives to SERVICE COMPANY,its successors and assigns,subject to the terms of this Agreement, the exclusive right or privilege to construct,install,own,maintain, expand and operate the Utility Facilities in,under,upon, over and across the Property to serve the Property; and to provide service to the property of others in accordance with the Master Plan of SERVICE COMPANY, an exclusive right or privilege to construct, install, own, maintain, repair and operate said Utility Facilities in, under, upon, over and across the present and future streets,roads,terraces,alleys,easements,reserved utility strips and utility sites,and any public place or common area as provided for,dedicated to,or otherwise available for public use, whether or not provided for in any plats, agreement; dedication or grants of record("Easement and Access Ways". Nothing contained herein shall be construed as granting an interest in any publicly owned property by DEVELOPER nor shall this grant in any manner be deemed as diminishing or restricting SERVICE COMPANY'S right to the use of any such publicly owned property. SERVICE COMPANY may demand that the DEVELOPER grant or obtain easements for installation of the Utility Facilities even when parallel public rights of way exist so long as supported by approved engineers plans. 2.02 Rights of Ingress and Egress. The foregoing grants include the necessary right of ingress and egress over Easement and Access Ways to any part of the Property upon which SERVICE COMPANY is constructing,operating or maintaining such Utility Facilities;the foregoing grants shall be for such period of time as and to the fullest extent that SERVICE COMPANY or its successors or assigns require such rights,privileges or easements in the construction, ownership, maintenance,operation,repair or expansion of the Utility Facilities. 2.03 Private Property Installations, In the event Utility Facilities are to be installed in lands within or without the Property,in areas outside of streets and public ways,than DEVELOPER or the owner shall grant to SERVICE COMPANY, without cost to SERVICE COMPANY, the necessary easement or easements for such private property installation by express grant; provided,all such private property installations shall be made in such manner as not to interfere with the then primary use of such private property as represented by DEVELOPER herein. 2.04 Errors in Line Locations. SERVICE COMPANY and DEVELOPER will use due diligence in ascertaining all easement locations; however, should SERVICE COMPANY or DEVELOPER install any of its facilities outside a dedicated easement area, SERVICE COMPANY will not be required to move or relocate any facilities lying outside a dedicated easement area, or private easement area conveyed by express grant, so long as the facilities do not interfere with the then or proposed use of the area in which the facilities have been installed, 7 9B ensure that as-built lines were constructed within easements; c) as-builts (with easements) on "Auto-CAD" disk, layered per utility specifications;d)three(3) sets of all appropriate manuals for operation of any pumping stations and other mechanical and electrical equipment installed by DEVELOPER, as applicable; e)the results of bacteriological tests of the installed potable water lines approved by the appropriate regulatory agency, and,f)the written results of pressure tests of all mains, services and laterals to be pressurized when in service, and a CD format tape +- showing sewer main TV inspections. After inspection and acceptance, SERVICE COMPANY agrees to accept and maintain each phase of on-site construction as it is completed by 1 DEVELOPER, except for consumer installations which are not the responsibility of SERVICE COMPANY, as hereinafter provided. DEVELOPER shall indemnify and hold SERVICE COMPANY harmless from and in respect of any repairs or replacements required to be made to said water and sewer facilities conveyed by DEVELOPER to SERVICE COMPANY which occur within one(I) year from the date of the conveyance of such water and sewer facilities from DEVELOPER to SERVICE COMPANY Simultaneously, with the conveyance of the water and sewer facilities described above from DEVELOPER to SERVICE COMPANY, the DEVELOPER shall deliver to SERVICE COMPANY an executed Contract Bond in the total amotmt of the actual cost of construction of said water and sewage facilities. The Contract Bond shall have as the surety thereon, such surety company as is authorized to write bonds of such character and amount in accordance with the laws of the State of Florida. The attorney-in-fact, or other officer who signs such Contract Bond for a surety company shall file with such Bond a certified copy of his Power of Attorney authorizing him to do so. The Contract Bond may be written either with the DEVELOPER'S Contractor as "principal" and the DEVELOPER and SERVICE COMPANY as "co-obligees" or, in the alternative, with the DEVELOPER as "principal" and the SERVICE COMPANY as "co-oblige". The Contract Bond shall remain in force for one (1) year following the date of final acceptance by SERVICE COMPANY of the work done pursuant to this Agreement to protect the SERVICE COMPANY against losses resulting from any and all defects in materials or improper performance of that work and with regard to the DEVELOPER'S indemnity of SERVICE COMPANY as provided above during that one(1)year period. Upon demand by the SERVICE COMPANY,the DEVELOPER shall correct or cause to be corrected all such defects which are discovered within said warranty period or periods as set forth above, failing which SERVICE COMPANY shall make such repairs and/or replacements of defective work and/or materials and the DEVELOPER and/or its surety shall be liable to SERVICE COMPANY for its costs arising therefrom. 4.03 Meter Installations. DEVELOPER shall be required to pay the applicable charge(as set by SERVICE COMPANY from time to time) for water meters and meter installations of sufficient capacity for all single-family, residential, multi-family, mobile home, commercial installation or any other connection requiring a measuring device. 4.04 Inspection of Work. During the construction of the water distribution and sewage collection systems by DEVELOPER, DEVELOPER'S engineer shall inspect the proper installation of Utility Facilities by the contractor, and when construction is completed, shall supervise the standard tests for pressure, exfiltration, line and grade, and all other normal engineering tests to determine that the system has been installed in accordance with the plans and specifications,good engineering practices and SERVICE COMPANY'S written requirements for said testing. SERVICE COMPANY shall have the right, but is not obligated to review and 10 9B observe such installations and testing to determine compliance with the plans and specifications. SERVICE COMPANY shall not supervise the construction or control the quality of the installation,and shall not be deemed to have done so by its conduct of observing and reviewing the installation and testing. DEVELOPER'S engineer shall coordinate at least one (1) preconstruction meeting with SERVICE COMPANY,and shall coordinate all testing dates with SERVICE COMPANY. DEVELOPER agrees to pay to SERVICE COMPANY, or SERVICE COMPANY'S authorized agent,a reasonable sum to cover the cost of inspection of installations made by DEVELOPER or DEVELOPER'S contractor, which charge shall be uniform and consistent with such charges made by SERVICE COMPANY to others. DEVELOPER shall place a deposit in the amount of$5,000 at the time the construction plans are submitted for review by SERVICE COMPANY. 4.05 Transfer of Title. Prior to the rendering of service by SERVICE COMPANY, DEVELOPER shall convey to SERVICE COMPANY, by itemized bill of sale, in form satisfactory to SERVICE COMPANY'S counsel, the Utility Facilities as constructed by DEVELOPER and approved by SERVICE COMPANY, free and clear of all liens or encumbrances of any form. DEVELOPER shall execute any and all documents necessary to ensure that the Utility Facilities are free and clear of all said liens or encumbrances to the satisfaction of SERVICE COMPANY'S legal counsel. DEVELOPER shall further cause to be conveyed to SERVICE COMPANY all easements and/or rights-of-way covering areas in which water and sewer lines are installed, by recordable document in form satisfactory to SERVICE COMPANY'S counsel. DEVELOPER agrees to grant all real property utilized for wastewater pumping stations by warranty deed in a form acceptable to SERVICE COMPANY.Proof of title may be required or obtained by SERVICE COMPANY at DEVELOPER'S expense. The use of easements granted by DEVELOPER shall not preclude the use by other utilities of these easements,such as for cable television,telephone or gas utilities. SERVICE COMPANY agrees that the acceptance of the water distribution and sewage collection systems installed by DEVELOPER,or acceptance of the bill of sale, shall constitute the assumption or responsibility by SERVICE COMPANY for the continuous operation and maintenance of such systems from that date forward, subject, however, to the one (1) year indemnity of DEVELOPER and the surety provided for in Paragraph 4.02 above. Mortgagees, if any, having prior liens on such property, or other interested parties, as applicable, shall be required to release such liens, subordinate their position or join in the grant or dedication of the easements or rights-of-way,or give to SERVICE COMPANY assurance by way of a"non-cut-off agreement",that in the event of a foreclosure, mortgagee would continue to recognize the casement rights of SERVICE COMPANY and the other tights of SERVICE COMPANY under this Agreement, as long as SERVICE COMPANY complies with the terms of this Agreement. All Utility Facilities,except consumer installations, shall be covered by easements or rights-of-way if not located within platted or dedicated roads or rights-of-way with SERVICE COMPANY'S express written approval. The Developer or Contributor's cost records should be in sufficient detail so that the Service Company can determine the description of each item being contributed, together with the cost related thereto paid for by the Developer or Contributor. Said cost shall include, but not be limited to, fees for permits and costs incurred in connection with inspection, installation, analysis,testing,insurance,legal work or engineering. 11 9B for that which may be specifically provided for in Exhibit "D" or if an over-payment, nor shall SERVICE COMPANY pay any interest or rate of interest upon such sums. Neither DEVELOPER nor any person or entity holding any of the Property by, through or under DEVELOPER, or otherwise, shall have any present or future right, title, claim or interest in and to the contributions or to any of the water or sewer facilities and properties of SERVICE COMPANY, and all prohibitions applicable to DEVELOPER with respect to no refund of any such charges or contributions, no interest payment on said charges or contributions and otherwise, are applicable to all persons or entities, except for that which may be provided in Exhibit'D". Any user or consumer of water or sewer service shall not be entitled to offset any bill or bills rendered by SERVICE COMPANY for such service or services against the contributions or charges. DEVELOPER shall not be entitled to offset the contributions or charges against any claims or claims of SERVICE COMPANY. SECTION 8, DISPOSITION OF CAPACITY The water and sewer system capacity allotment assigned to DEVELOPER herein cannot, and shall not, be assigned, transferred, leased, encumbered or disposed of in any manner by DEVELOPER,unless: (a) DEVELOPER has obtained the prior written consent of SERVICE COMPANY to such an assignment,sale or disposition,or (b) The assignment is in direct connection with a bona fide sale of the Property to which the system capacity reserve relates, and SERVICE COMPANY is notified in writing of such assignment and has consented to same. SERVICE COMPANY will not unreasonably withhold its consent to an assignment made in direct connection with a bona fide sale of the Property nor any other assignment made within six (6) years of the date of this Agreement, provided the Assignee shall: (i) If SERVICE COMPANY shall so require, enter into a new Development Agreement with SERVICE COMPANY whereby SERVICE COMPANY shall reserve for such Assignee the unused capacity reserved for the Assignor hereunder in accordance with the trrmv and conditions of SERVICE COMPANY'S Service Availability Policy and tariffs then in effect; or (ii) If a new Development Agreement is not entered into between such Assignee and SERVICE COMPANY,Assignee assumes all of the duties and obligations of the Assignor under this Agreement;and (iii) Pay all of SERVICE COMPANY'S legal and utminktrative costs incurred in connection with such new Development Agreement or the Assignment,as applicable. 13 9 d of (c)With respect to sales of lots to home builders,r the assignment ar to that set nforth on disposition ExhibitE.water and sewer system capacity shall be handled in a manner In no instance shall any sale or assignment of system capacity reserved be made by DEVELOPER for a consideration which is more than that amount actually paid by DEVELOPER to reserve the capacity. In all instances the DEVELOPER and any Assignee shall provide to SERVICE COMPANY, at SERVICE COMPANY'S request, copies of all documents and such other information pertaining to or affecting such transfer as SERVICE COMPANY shall reasonably request. In the event that SERVICE COMPANY has existing capacity at its treatment plants to provide service to all persons including DEVELOPER who have contracted and paid for same in the order of their developer agreement date of execution. SERVICE COMPANY shall not riiminish or utilize the water and sewer capacity allotment assigned to DEVELOPER hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the DEVELOPER, unless such other developers or customers provide to SERVICE COMPANY or there are otherwise available to SERVICE COMPANY sufficient funds to pay the costs to SERVICE COMPANY of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and SERVICE COMPANY has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date for the construction of such facilities shall meet the DEVELOPER'S requirements (including Developer's timing needs) for water and sewer services as provided for in its Development Plan attached hereto. Except as hereinafter extended by SERVICE COMPANY in writing, failure of DEVELOPER,or its permitted assigns as provided above,to fully utilize the water and sewage treatment capacity reserved by SERVICE COMPANY hereunder for DEVELOPER on or before the expiration of fifteen(15)years from the date of this Agreement shall result in the release by DEVELOPER of such water and sewage treatment capacity and all obligations of SERVICE COMPANY to DEVELOPER in respect thereof shall be thereby null and void and of no further force or effect. SERVICE COMPANY shall be under no obligation whatsoever to refund to DEVELOPER any portion of the water and sewer capacity charges or other charges paid by DEVELOPER to SERVICE COMPANY under this Agreement. SECTION 9. ASSURANCE OF TITLE TO PROPERTY Simultaneously with the execution of this contract, at the expense of DEVELOPER, DEVELOPER shall deliver to SERVICE COMPANY an opinion of title from a qualified attorney-at-law, with respect to the Property,which opinion shall include a current report on the status of the title,setting out the name of the legal title holders,the outstanding mortgages,taxes, liens,tenancies or parties in possession and other covenants affecting the subject Property. The provisions of this paragraph are for the purpose of evidencing DEVELOPER'S legal right to grant the exclusive rights of service,casements,warranty deeds for pumping station property and lien rights contained in this Agreement. 14 9 8 (e) if the DEVELOPER does not comply with the foregoing inspection provisions, SERVICE COMPANY may refuse service to a connection that has not been inspected until DEVELOPER complies with these provisions; (f) the cost of constructing,operating,repairing or maintaining consumer installations gba11 be that of DEVELOPER or others than SERVICE COMPANY. SECTION 15. BINDING AGREEMENT ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of DEVELOPER, SERVICE COMPANY and their respective successors and assigns. SECTION 16. NOTICE Until further written notice by either party to the other,all notices provided for herein shall be in writing and transmitted by hand delivery by messenger service, by certified mail, return receipt requested,or by telegram to its address stated above. SECTION 17, MATERIAL C MANGE Should the Property either: (a) be subject to a change of zoning;or (b) be sold to a new developer;or (c) be subjected to such other change which would require greater water or sewer treatment capacity,greater effluent disposal,greater fire flows,or additional Utility Facilities,or increased usage of the Utility Facilities as designed and approved pursuant to the engineering plans and specifications which are the subject of this Agreement, then DEVELOPER shall enter into a new Agreement with SERVICE COMPANY, if service is available,providing for such additional water and sewer capacity requirements and for the construction of such additional Utility Facilities meeting all governmental design requirements then applicable and subject to the limitations of SERVICE COMPANY'S then existing water and sewer treatment, disposal and collection commitments and limitations and shall pay all additional capacity charges as shall be authorized then by the SERVICE COMPANY'S tariff or the Public Service Commission or its successors as of the date said new Agreement is executed. SECTION 18. FORCE MA7 EA EUR SERVICE COMPANY shall not be liable or responsible to DEVELOPER by reason of the failure or inability of SERVICE COMPANY to take any action it is required to take or to comply with the requirements imposed hereby or for any injury to DEVELOPER or by those claiming by 17 - I 9 B 1 I . or through DEVELOPER, which failure, inability or injury is caused directly or indirectly by force majeure as hereinafter set forth. The term"force majeure"as employed herein shall mean acts of god, strikes, lock-outs or other industrial disturbance; acts of public enemies, war, blockades, riots, acts of armed forces, militia, or public authority, epidemics; breakdown of or damage to machinery, pumps or pipe lines, landslides, earthquakes, droughts, fires, storms, floods, or washouts; arrests, title disputes, or other litigation; governmental restraints of any nature whether federal, state,county,municipal or otherwise,civil or military,civil disturbances; explosions, failure or inability to obtain necessary materials, supplies, labor or permits or governmental approvals whether resulting from or pursuant to existing or future rules, regulations,orders,laws or proclamations whether federal,state,county,municipal or otherwise, civil or military; or by any other causes, whether or not of the same kind as numerated herein, not within the sole control of SERVICE COMPANY and which by exercise of due diligence SERVICE COMPANY is unable to overcome. In the event of any claim of force majeure by Service Company, Service Company shall inform Developer of such claim within ten days of Service Company becoming aware of the claim. SECTION 19. RIGHT OF REFUF SAI: SERVICE COMPANY shall have the tight to refuse to provide service and the right to terminate service to any lot,building or other improvement within DEVELOPER'S Property, or in lieu thereof; SERVICE COMPANY may delay the provision of any such service to any lot, building or other improvement upon the Property pending compliance by DEVELOPER of its obligations as provided for in this Agreement, and the right to terminate this Agreement in the event DEVELOPER fails to comply with any of the terms and conditions of this Agreement in a timely manner. The exercise of the rights of SERVICE COMPANY as provided in this paragraph shall be subject however to the rules and regulations of SERVICE COMPANY and governmental agencies having jurisdiction or regulatory power over the services and facilities of SERVICE COMPANY. SECTION 20. NOTICE OF TRANSFER DEVELOPER agrees to provide proper written notice to SERVICE COMPANY of the actual date of the legal transfer of the Property or any portion thereof involving or otherwise affecting the provision of water or sewer services from DEVELOPER to any third party. DEVELOPER shall remain responsible for all costs and expenses, including utility bills,which arise as a result of DEVELOPER'S failure to so notify SERVICE COMPANY or any improper notification to SERVICE COMPANY in connection therewith. SECTION 21. SURVIVAL OF COVENANTS The rights, privileges, obligations and covenants of DEVELOPER and SERVICE COMPANY shall survive the completion of the work of DEVELOPER with respect to any phase and to the Property as a whole. SECTION[ 22 EFFECT OF THIS AGREEMENT ON PRIORAGREEMENTS AND METHOD OF 18 9B • ANZENDN NT This Agreement supersedes all previous agreements or representations,either verbal or written,heretofore in effect between DEVELOPER and SERVICE COMPANY,made with respect to the matters herein contained,and when duly executed constitutes the entire Agreement between DEVELOPER and SERVICE COMPANY. No additions,alterations or variations of the terms of this Agreement shall be valid nor provisions of this Agreement be waived be either party,unless such additions, alterations, variations or waivers are expressed in writing and duly signed. SECTION 23. LAWS OF FLORIDA TO GOVERN This Agreement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto,subject to any approvals which must be obtained from governmental authority,if applicable. SECTION 24. TABLE OF CONTENTS AND SECTION HEADINGS FOR CONVENIENCE ONLY The Table of Contents and section headings used in this agreement are for convenience only and have no significance in the interpretation of the body of this Agreement,and the parties hereto agree that they shall be disregarded in construing the provisions of this Agreement. SECTION 25. RECOVERY OF COSTS AND FEES In the event the SERVICE COMPANY or DEVELOPER is required to enforce this Agreement by court proceedings or otherwise,then the prevailing party shall be entitled to recover from the other party all costs incurred,including reasonable attorneys'fees,whether incurred prior to,during or subsequent to such court proceedings on appeal. SECTION 26. AUTHORITY Execution hereof is duly authorized and approved and this Agreement is binding upon the parties hereto without further corporate acts. 19 98 SECTION 27. DOCUMENT IS THE RESULT OF MUTUAL DRAFTSMANSHIP The terms and conditions in this Agreement are the product of mutual draftsmanship by both parties,each being represented by counsel,and any ambiguities in this Agreement or any documentation prepared pursuant to it shall not be construed against any of the parties because of authorship.The parties acknowledge that all the terms of this Agreement were negotiated at arms's length,and that each party,being represented by counsel,is acting to protect its,his,her, or their own interest IN WITNESS WHEREOF,DEVELOPER and SERVICE COMPANY have executed or have caused this Agreement,with the named Exhibits attached,to be duly executed in several counterparts,each of which counterpart shall be considered an original executed copy of this Agreement DEVELOPER 14,;;;..S ': / RP ORANGE B SUM OWNER LLC By: S' Z� ��t(t+�t'v Ron I. oy ,Vice President f � TypeorPrintN /tilt d ign Name, Type or Print Name STATE OF L ) COUNTY OFA ikt f °: ) The foregoing instrument was acknowledged before me this o 1 day of/4kt�c oy 44 a 0 t(0 ,by Ron J.H 1 V ,on behalf of RP om Pionowner,LLC.He✓She personally known V' OR Produced Identification . Type of Identification Produced: Signature of Notary: ' I .—S BEAVANS Primeder,ea�mt numctNomy My t:ommiuioa Expires: /� Nt7URY latJBl fO STATE OF TEXAt3 1t Nv COtA.EXPtuna 20 I ' 9 B SERVICE COMPANY 1 WITNESSES: ORANGE TREE UTILITY CO.,a Florida Corp s ation &P BY: - �� �t Sign Name Rob • Bo11t,President 11 l c-v.. 5T--o ..14..g Type or Print Name fj . V.-'----- --- ---2/7fA)--- S'tip ,fie. .n1 e_ /viG.d4 e-c--- Type or Print Name STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this_ 1'44::' day of $ ( , 2,140 , by Roberto Bollt as President of Orange Tree Utility Co.,a Florida corporation,on behalf of the corporation.He/she is personally known ORfred . Type of Iden ' . ,/. �� _ Signature of Notary: Aiv t "t Pr ct� 1 A.;;;:*:' n=., IO----- ----IT- fFF9b3G8'JH .(1M4C1L1 PE iCE TI .1� 11N) it 4:JWM �,2019 Prtstd stamped came olNopry ¢r jam, PO*UfldMMR My Commission Expires: Document Prepared By: Gerald T.Buhr Buhr&Associates,P.A. P.O.Box 1657 Lutz,Florida 33548.1657 21 9E3 EXHIBIT"A" LEGAL DESCRIPTION Parcel in Section i3,Township 48 South,Range 27 East, Collier County,Florida A tract or parcel of land lying in Section 13,Township 48 South,Range 27 East,Collier County, Florida,said tract or parcel being more particularly described as follows: Beginning at the Northerly most corner of Tract "A-2' of the record plat of "ORANGE BLOSSOM RANCH PHASE iA"as recorded in Plat Book 45,Pages 58- 61 of the Public Records of Collier County, Florida run Southeasterly along the Easterly line of said Tract"A-2'and along an arc of a curve to the right of radius 1.340.00 feet(delta 11°36'44") (chord bearing S22°23'34"E) (chord 271.11 feet) for 271,58 feet to a point of a radial line;thence rim S73°24'48"W for go.00 feet to a point on a radial curve and an intersection with the Westerly line of said Tract "A-2". thence run Northerly along an arc of a curve to the left of radius 1.250.00 feet(delta 03°44'48")(chord bearing N18°27'36"W)(chord 81.72 feet) for 81.74 feet; thence run S69°4o'oo"W along a radial line for 152.50 feet to a point on a radial curve;thence run Southerly along an arc of a curve to the right of radius 1,097.50 feet (delta o6°20'00") (chord bearing Si io`oo"E) (chord 121.25 feet)for 121.31 feet;thence run S76°oo'oo"W along a radial line for 45.00 feet to a point on a radial curve;thence run Northerly along an arc of a curve to the left of radius 1.052.50 feet(delta o8°24'oo") (chord bearing Nib°12'oo"W) (chord 154.17 feet)for 154.30 feet;thence ran S67°36'oo'W along a racial line for 142.51 feet to a point on a non-tangent curve;thence run Southwesterly along an arc of a curve to the right of radius 30.00 feet(delta no°28'27")(chord beating S34'16'3="W)(chord 49.29 feet)for 57.84 feet to a point of tangency;thence run S89°30'46"W for 803.22 feet to a point of curvature;thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet(delta 90°oo oo")(chord bearing N45°29'14"W) (chord 42.43 feet)for 47.12 feet to a point of tangency; thence run Noo°29'14'W for 50.89 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 30.0o feet (delta 30°00'00") (chord bearing N44°30'46"E) (chord 42.43 feet) for 47.12 feet to a point of tangency; thence run N8963o'46"E for 296.02 feet to a point of curvature;thence rim Easterly along an arc of a curve to the left of radius 365.00 feet (delta 07°05'46') (chord bearing N85°67'53"E)(chord 45.18 feet)for 45.20 feet;thence run No7°35'oo"W along a radial line for 142.60 feet to a point on a radial curve;thence run Westerly along an arc of a curve to the right of radius 222.50 feet(delta 07°05'46")(chord bearing S85•57'53"W)(chord 27.54 feet)for 27.56 feet to a point of tangency;thence run S89°3o'46`W for 35.10 feet;thence run Noo°29'14"W for 45.00 feet;thence run N89°30'46°E for 36.10 feet;thence run Noo°29'14"W for 142.50 feet;thence run S89°30'46111 for 296.02 feet to a point of curvature;thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet (delta 9o°oo o0") (chord bearing N45°29'14"W) (chord 42.43 feet) for 47.12 feet to a point of tangency; thence run Noo°29'14"W for 109.91 feet to a point of curvature;thence run Northeasterly along an arc of a • 22 96 DESCRIPTION(CONTINUED) curve to the right of radius 30.00 feet (delta 90°50'28") (chord bearing N44°56'00"E)(chord 42.74 feet)for 47.56 feet to a point of compound curvature; thence ran Easterly along an arc of a curve to the right of radius 910.00 feet (delta o6°06'31") (chord bearing S86°35'30"E) (chord 96.97 feet)for 97.02 feet; thence run No6°27'45'E along a radial line for 142.50 feet to a point on a radial curve; thence run Westerly along an arc of a curve to the left of radius 1.052.50 feet(delta o4°27'45") (chord bearing N85°46'o8"W) (chord 81.95 feet)for 81.97 feet; thence run No:°oo'oo"E along a radial line for 45.00 feet to a point on a radial curve; thence run Easterly along an arc of a curve to the right of radius 1,097.50 feet (delta 05°00'52") (chord bearing S85°29'34"E) (chord 96.02 feet) for 96.05 feet to a point of reverse curvature;thence run Northeasterly along an arc of a curve to the left of radius 25.00 feet (delta 87°34'29") (chord bearing N53°13'38"E)(chord 34.60 feet)for 38.2.1 feet to a point of tangency;thence run Nog°26'23"E for 102.58 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 25.00 feet (delta 92°13'20") (chord bearing N36°40'17"W)(chord 36.03 feet)for 40.24 feet to a point of cusp;thence run Southeasterly along an arc of a curve to the right of radius 1,250.00 feet (delta 43°54'21")(chord bearing 360°49'47"E)(chord 934.61 feet)for 957.87 feet; thence run N56°o5'oo"E along a non-radial line for 90.32 feet to a point on a non-radial curve;thence run Northwesterly along an arc of a curve to the left of radius 1,340.00 feet (delta 40°01'24") (chord bearing N58°83'16"W) (chord 917.12 feet) for 936.04 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 88°oo'21") (chord bearing N34°33'47"W) (chord 34.73 feet) for 38.4o feet to a point of tangency;thence run No9°26'23"E for 74.00 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 522.50 feet (delta 09°55'38") (chord bearing No4°28'34"E) (chord 90.42 feet)for 90.53 feet to a point of tangency; thence run Noo°29'14"W for 303.85 feet; thence run N89°3o 46"E for 675.65 feet; thence run Noo°29'14"W for 187.50 feet; thence run N89°30'46'E for 18.93 feet to a point of curvature;thence run Easterly along an arc of a curve to the right of radius 322.50 feet(delta 12°41'14")(chord bearing S84°08'87"E) (chord 71.27 feet) for 71.41 feet; thence run N12°12'oo"E along a radial line for 142.50 feet to a point on a radial curve;thence run Westerly along an arc of a curve to the left of radius 465.00 feet(delta 12°41'14") (chord bearing N84°08131141) (chord 102.76 feet)for 102.97 feet to a point of tangency;thence run S89°30'46"W for 522.08 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 30.00 feet (delta 90°00'001 (chord bearing N45°29'14-'W) (chord 42.43 feet) for 47.12 feet to a point of tangency;thence run Noo°2914"W for 9285 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 30.00 feet (delta 90°02'21")(chord bearing N44°31'56"E)(chord 42.44 feet)for 47.14 feet to a point of tangency; thence run N89°33'o7"E for 1,003.50 feet to a point of curvature;thence run Southeasterly along an arc of a curve to the right of radius 30.00 feet(delta 89°56'45") (chord bearing S45°28'31"E) (chord 42.41 feet) for 47.10 feet to a point of tangency; thence run Soo°30'08"E for 294.29 feet to a 23 98 DESCRIPTION(CONTINUED) point of curvature; thence run Southerly along an arc of a curve to the right of radius 13$.00 feet (delta 37°1o'18") (chord bearing Si8°o5'oo"W) (chord 86.06. feet)for 87.58 feet to a point of compound curvature;thence run Southwesterly along an arc of a curve to the right of radius 30.00 feet(delta 26°30'061 (chord bearing S49°55'12"W) (chord 13.75 feet)for 13.88 feet;thence run S47°32'oo"E along a non-radial line for 144.97 feet to a point on a radial curve; thence ran Northeasterly along an arc of a curve to the left of radius 277.50 feet (delta 11°28'0011) (chord bearing N36°44'00"E)(chord 55.44 feet)for 55.54 feet;thence run S59°oo'oo"E along a radial line for 45.0o feet to a point on a radial curve; thence run Southwesterly along an arc of a curve to the right of radius 322.50 feet (delta 15°49127") (chord bearing S38°5443"W) (chord 88.79 feet)for 89.07 feet; thence run S43°10'33"E along a radial line for 142.50 feet to a point on a radial curve; thence run Northeasterly along an arc of a curve to the left of radius 465.00 feet (delta 47°19'351 (chord bearing N23°09'39"E) (chord 373.26 feet) for 384.09 feet to a point of tangency;thence run Noo°3o'o8"W for 1,029.35 feet to a point of curvature;thence run Northeasterly along an arc of a curve to the right of radius 25.00 feet(delta 90°03115")(chord bearing N44°31'29"E) (chord 35.37 feet) for 39.29 feet to a point of tangency; thence ran N89°33'07% for 65.00 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 25.00 feet (delta 89°56'45") (chord bearing S45°28'31"E) (chord 35.34 f8et)for 39.25 feet to a point of tangency;thence run Soo°30'08"E for 786.24 feet; thence run N89°29'52"E for 330.0o feet; thence run. Noo°30'081W for 495.45 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 30.00 feet (delta 90003115') (chord bearing N44°3.t'29"E) (chord 42.45 feet) for 47.1.5 feet to a point of tangency;thence run N89°33'o7"E for 55.0o feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 30.00 feet (delta 89°56'45")(chord bearing S45°28'31"E)(chord 42.41 feet)for 47.10 feet to a point of tangency; thence run Soo°30'08"E for 1,147.29 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 30.00 feet (delta 44°42'20 (chord bearing S2.2°51'02"W) (chord 22.82 feet)for 23.42 feet; thence run S45°47'47"'E along a radial line for 19.83 feet;thence ran Soo°3o'o8"E for 137.14 feet;thence run N89°29'52%for 207,09 feet;thence run Soo°30108"E for 45.00 feet;thence run S89°2 9'5 "W for 215,29 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 25.00 feet (delta 90°00'00")(chord bearing S44°29'521W)(chord 35.36 feet)for 39.27 feet to a point of tangency; thence run Soo°3o'o8"E for 18.38 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 112.50 feet (delta 24°15'08') (chord bearing S12°87'26"W) (chord 47.26 feet)for 47.62 feet; thence run S51622'00"E along a non-tangent line for 172.75 feet to a point on a non-tangent curve and an intersection with the Northerly line of said record plat of `ORANGE BLOSSOM RANCH PHASE 1A"; thence run along the Northerly line of said record plat the following three (3) courses: Southwesterly along an arc of a curve to the right of radius 227.50 feet (delta 60°32'441(chord bearing S59°15'06"W)(chord 229.87 feet)for 240.40 feet to a 24 913 DESCRIPTION(CONTINUED) point of tangency; S89°31'28" W for 195.00 feet to a point of curvature and Northwesterly along an arc of a curve to the right of radius 227.50 feet (delta 61°58'oi")(chord bearing N59°29'329W)(chord 234.23 feet)for 246.05 feet to a point on a non-tangent curve;thence run Southwesterly along an arc of a curve to the left of radius 335.00 feet (delta 03°06'47") (chord bearing S55°5556''') (chord 18.2o feet)for 18.20 feet to a point of tangency;thence run S54422'32147 for 184.36 feet to a point on a non-tangent curve and an intersection with said Northerly line of said record plat; thence rum along said Northerly line of said record plat the following two(2)courses:Southwesterly along an arc of a curve to the right of radius 617.50 feet (delta 14°46'18") (chord bearing S46°o8'43"W) (chord 158.76 feet) for 159.20 feet to a point of tangency and S53°31'52'W for 323.67 feet;thence run N35°37'28"'W for 27.50 feet;thence run S54°22'321'W for 178.06 feet to a point on a non-tangent curve;thence run Southeasterly along an arc of a curve to the right of radius 1,340.00 feet(delta 01°1758")(chord bearing S28°50'55"E)(chord 30.39 feet)for 30.39 feet to the POINT OF BEGINNING. Containing 71.26 acres,more or less. Bearings hereinabove mentioned are State Plane for the Florida East Zone(1983/NSRS 2007) and are based on the Northwesterly line of the Tract "L-3" of the record plat "ORANGE BLOSSOM RANCH PHASE iA",as recorded in Plat Book 45,Page 58,of the Public Records of Collier County,Florida,to bear S54°22'32"W. 25 9B XIITBJT"u DEVELOPMENT PLAN FOR PROPERTY [See attached pages] 27 9B , . _ . ...c...„,„.„..,.... — ,�. i PHASE2C ..,. PHASE 2A a''tSUMICIII PHASE 2B Z ' '''''------- it - w, PHASE 2B , I . 28 9 B Beam • 1 Mj 0IIANCB =a;dS•- +ur:y WOW. ra-.a Mt" Initials 29 C.14-‘ B • • Ii TT"o-r" SUBORDINATION OF INTEREST IN PROPERTY BY INTERESTED PARTIES ONE FOR EACH kUCH PARTY The undersigned as an inducement for SERVICE COMPANY to enter into this Developer Agreement with DEVELOPER, does hereby join in the execution of this Developer Agreement for the purpose of subordinating each and every interest of the undersigned here in and to that real property more particularly described in Exhibit"A"attached hereto and made a part hereof to the rights of SERVICE COMPANY as provided for herein. WITNESSES: NA=clammyBy: Sign Name Type or Print Name As: Sign Name ripe o+print sra Type or Print Name STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of ,by as of • He/she is personally known _ OR Produced Identification . Type of Identification Produced: Signature of Notary: Prmied or mope Fume of Mowry My Commission Expires. 30 9B Farr"C-2" SUBORDINATION OF INTEREST IN PROPERTY BY IN'T'ERESTED PARTIES ONE FOR EACH SUCH PARTY The undersigned as an inducement for SERVICE COMPANY to enter into this Developer Agreement with DEVELOPER, , does hereby join in the execution of this Developer Agreement for the purpose of subordinating each and every interest of the undersigned here in and to that real property more particularly described in Exhibit "A"attached hereto and made a part hereof to the rights of SERVICE COMPANY as provided for herein. WITNESSES: Name of Company By. Sign Name Type or Print Name As: Sign Name Type orprint title Type or Print Name STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , ,by as of He/she is personally known OR Produced Identification . Type of Identification Produced: Signature of Notary: Primed or rtawad alma of Notary My Commission Expires: 31 9E3 J:'XBIBFC"0" CONTRIBUTIQNS-IN-MD-OF-CONSTRUCTION("CIAC"I.AND OTHER CHARGES In order to further induce the SERVICE COMPANY to provide and maintain adequate and sufficient central water and sewer facilities,DEVELOPER hereby agrees to abide by the provisions of this Exhibit"D"and to pay to the SERVICE COMPANY,in accordance with the terms and conditions set forth below,the sums of money set forth herein as Contributions-in- Aid-of-Construction("CIAC"),together with such other charges as are hereafter provided for. These charges are necessarily the total charges for the project. The SERVICE COMPANY will charge any rates,fees and chines authorized in its tariffs,or authorized by Collier County. 1. Water and Sewer Capacity Charges: DEVELOPER agrees to pay SERVICE COMPANY water and sewer system capacity charges to induce SERVICE COMPANY to provide water and sewer treatment plant capacity to DEVELOPER in the amount approved by Collier County,per Equivalent Residential Connection (ERC). Based upon the foregoing,the DEVELOPER'S total system capacity charges,as aforedescribed,is calculated based upon Two Hundred.200,equivalent residential connections (ERC'S)being required by DEVELOPER,which are: A: Plant Capacity Charge-Sewer$964.00 per ERC for a total of $192,800.00. is B: Plant Capacity Charge-Water$1,128.00 per ERC for total of $225,600.00. 2. Compliance with SERVICE COMPANY'S Service Availability Policy and Tariff: DEVELOPER recognizes and agrees to abide by all of the provisions of SERVICE COMPANY'S Service Availability Policy and/or Tariffs as filed with and/or approved by Collier County,and other applicable governmental authorities having jurisdiction thereof. 3. Reimbursement of Costs:Upon the execution of this Agreement,DEVELOPER shall pay to SERVICE COMPANY a deposit in the amount of$5,000.00 for SERVICE COMPANY'S reasonable legal and administrative costs in negotiating,preparing and executing this developer agreement,engineering and inspection fees.The actual costs may be more or less depending on the circumstances.Any excess deposit shall be refunded,and DEVELOPER shall be subject to paying any costs in excess of the deposit. 1. Tap-in charges. Various tap-in fees may be charged based on the nature of the individual service lines and size requirements. 2. Meter installation fees_ Various meter installation fees will be charged based on the nature of the individual service lines and size requirements. Initials 32 9B July 25 2016 I c 'C 3 Urd , Perfecting Developt Kimberly P.Wilber,Office Manager Orange�� ute4500Excc1Suite110 Naples,FL 34119 RE; T winEagios Developments AOR LLC Assignment of Prepaid Wata and Wastewater Availability Fees Please accept this letter as written authorization to deduct the following for construction of a Single Family Unit within TwinEagka from TwinEeglcs Developments AGR,LLC'a account: f TO BE ASSIGNED TO Minto Communities LLC i SUBDIVISION Lock-ford I.OT 13 BLOCK 107 ADDRESS 1_12449 Locicforci 1.ane, Naples,II. 34120 A HORIZATION NUMBER ;2016-056 METER SIZE 3/" NUMBER OF UNITS 1 ERC TYPE Water _ ERC QUA IITIY L00 FRC VALUE $964.00(1 ERC $964.00) TO BE ASSIGNED TO Minto Communities I.LC SUBDIVISION Lockford LOT 13 BLOCK 107 ADDRESS 12449 Lc ckford Lune,Nspics,FL 34120 _ ALPTIIORIZAT1ON1MBER 2016-056 ERC TYPE w Wa3tcwetcr ERC QUANTITY 1.013 ERC VALUE S1,128.00(1 ERC $1,128.00) Wats TwinEaglcs Developments AGR,LLC Authorized Representative 34 ORANGE TREE UTILITY CO INC EMAIL ONLY August 4,2016 Anthony Solomon Executive VP The Renta Group 3086 Tamumi Tran N Suite 201 Naples,Fl 34103 Re, Orange Tree Utility Co Inc(OTUC)operation protocols for Developer pre-paid capacity. Dear Anthony, 1 The following Is an outline es to how Orange Tree Utility coordinates with Dovelepers who have pre-paid capacity Developer will purchase a bulk number of Equivalent Residential Connections(ERC)from OTUC Developer has the ability to sell lot(s)to a third party,referred to as'bulldee. to construct a dwelling Developer is required to ftrnsh OTUC a letter confirming when a builder has paid for the capacity fee ) 1 The Developer letter is to reference the following minimum requirements: Project,Phase,Lot,Slack, Physical Address(including City,State,Zip),the number of ERC(s)paid for,date paid.and builder's name 1 who paid In the event°TUC capacity fees change;the builder is required to pay the difference between the pre- ' paid Developer capacity fee and the current rates listed on ow tariff approved by the Regulatory Authority OTUC is not able to accept requests for service from a builder without a signed letter from the Developer confirming capacity fees have been paid OTUC will periodically request an accounting from Developer evidencing the committed capacity against the available capacity remaining fora project. OTUC will afford Developer time to provide this request. We have enclosed a copy of an existing latter that Is used for this purpose If you have any questions regarding the above referenced,please do not hesitate to contact our office. 1 1 Sincerely l "'yP.Ti��rn . Office Manager 1500 Executive Onve Suite 110 Naples Florida 34114 Phone 230 596 4088 email kplhorntonporangetteeastocrates.com 35 1 98 Supplemental Report of County Staff and Special Counsel Addressing New Information Provided by Orange Tree Utility and Orangetree Associates on January 19 and January 20, 2017 Introduction County Staff and special counsel have been informed that Orange Tree Utility and Orangetree Associates,while in possession of the Hole Montes update report at the time they signed the Integration Agreement, do not accept the update, specifically as included in Appendix J of the Integration Agreement. Orange Tree Utility and Orangetree Associates further filed last week a copy of a September 2016 developer agreement between Orange Tree Utility and RP Orange Blossom Owner, LLC, and requested that the County accept assignment of this new agreement and amend Appendix G to the Integration Agreement to reflect such assignment. The update and the facts presented in this supplemental report confirm that Orangetree Associates should not receive any free connections after the closing of this transaction. Providing Orangetree Associates free connections would conflict with the transfer"at no cost" dictates of the applicable ordinances and agreements,would cause the Collier County Water-Sewer Department ("CCWSD")to pay for the facilities necessary to serve Orangetree Associates, and ultimately, after CCWSD builds and pays for such facilities,would harm the customers by forcing them to pay higher rates to subsidize the I1 development activities of Orangetree Associates. It also is unclear whether the County should agree to accept assignment of the Orange Blossom developer agreement as only an incomplete copy was provided and material terms are missing. Florida Law requires consideration of 9 factors before acquiring a water and wastewater utility • The 9 factors are addressed in the staff report attached to Staffs recommendation in support of signing the integration agreement(on condition that no free connections be provided to Orangetree Associates after transfer of Orange Tree System to County) • These factors include an analysis of the system and the utility owner's investment in the system to be acquired as well as an analysis of the benefits and disadvantages of the proposed integration by the County • County staff has conducted due diligence activities and will continue to do so through closing date (continued due diligence allowed by terms of integration agreement) The integration agreement and transfer documents provide the means for transferring the Orange Tree Utility System to the Collier County Water-Sewer District All ordinances and agreements between the County and Orange Tree Utility and its developer affiliate, Orangetree Associates require the transfer of the Orange Tree System to the County at no cost In return for this agreement to transfer the Orange Tree System to the County at no cost, Orange Tree Utility and Orangetree Associates,for the past 30 years, have requested and have received from the County: • the right to develop property, • the right to temporarily provide water and wastewater service to the property, • higher density rights on the property, • re-zoning of the property,and Eit • the County's commitment to delay assuming ownership of the water and wastewater systems for more than 25 years Agreements and Ordinances obligating and re-affirming Orange Tree Utility and Orangetree Associates'obligation to transfer water and wastewater systems to the County at no cost include the following: • 1987 Settlement and Zoning Agreement: o Developer litigation settled with developer receiving right to develop property; property re-zoning o Section 9.02(D)(4), Developer to dedicate interim water and wastewater systems to County upon County request • Ordinance 87-13: approved and codified Settlement and Zoning Agreement • 1991 Agreement: o Whereas clause: "Whereas Settlement and Zoning Agreement requires, and the Developer acknowledges and ratifies,that the Developer shall freely and voluntarily convey at no cost to the County all water and sewer treatment plants and distribution/collection and transmission system components in existence at such time in the future that the County formally indicates its desire to serve the Project with water and sewer related utility facilities." o Section 22.Agreement intended to carry out terms of settlement and zoning agreement and Ordinance 87-13, includes obligation to dedicate water and sewer systems to County upon County request o Whereas clause: OTU requested agreement from County to wait until 2001 before assuming ownership of Orange Tree System;County agrees (section 14) • Ordinance 91-43: o Section Thirty Two, amending section IX, E.Water and Sewer,subsection (3), "Any utility entity established to serve or serving the project shall also be bound by these General Development Obligations concerning the provision of water and sewer related utilities to the project." o Section Thirty Two,amending section IX, E.Water and Sewer, subsection (4), "It is understood by Developer that Collier County may, at some future time, desire to serve the project water and sewer services.To that end,Developer freely and voluntarily agrees to convey at no cost all water and sewer treatment plants and distribution/collection and transmission system components to Collier County." • 1996 First Amendment to 1991 Agreement: o Orangetree Associates requested County wait 15 years, until 2011, before assuming ownership of Orange Tree System o Re-affirmed 1991 agreement including"at no cost"transfer obligation • 1998 Second Amendment to 1991 Agreement: o Orange Tree Utility requested and received authorization to serve additional development,Twin Eagles o Orange Tree Utility requested and received easements from County 9B o Orange Tree requested and received County agreement to wait until "at least 2012" before assuming ownership of Orange Tree System o Re-affirmed 1991 agreement including"at no cost"transfer obligation • Ordinance 12-09 o Orange Tree and Orangetree Associates requested and received re-zoning authorization o Orange Tree and Orangetree Associates requested and received County agreement to wait until December 31, 2012 before assuming ownership of Orange Tree System o Section 11.02(E)(5): "Developer freely and voluntarily agrees to convey at at no cost" all water and sewer treatment plants and distribution/collection and transmission system components to Collier County." Orange Tree sued the County in 2007 requesting that the court relieve it of obligations it"freely and voluntarily"agreed to under the ordinances and agreements • Orange Tree claimed agreements entered under duress and the obligation to transfer systems at no cost to County constituted unconstitutional taking of Orange Tree's property • Court granted County summary judgment o Court rejected all Orange Tree arguments o Court recognized Orange Tree received benefits of development, higher densities, re-zoning, etc. in return for commitment to transfer water and wastewater systems to County at no cost o Court decision appealed by Orange Tree; Orange Tree lost appeal o Court ordered Orange Tree to pay County's litigation and appeal costs o Orange Tree did not pay County its costs until the currently pending litigation was filed by County 9 years later 2014-2017: Orange Tree refused to transfer water and wastewater systems unless County gives developer Orangetree Associates free connections to water and wastewater systems after transfer, in effect, imposing a cost upon the County,customers of the Collier County Water-Sewer Department and Orange Tree Utility • County sued Orange Tree Utility and developer Orangetree Associates to enforce obligation to transfer water and wastewater systems to County at no cost as Orange Tree Utility and Orangetree Associates"freely and voluntarily"agreed to do pursuant to the terms of the agreements and ordinances • County also sued Orange Tree Utility for payment of litigation costs awarded to the County by the Court in the 2007 litigation as Orange Tree Utility previously had refused to pay it; Orange Tree paid County more than $300,000, including interest • Current lawsuit pending and on April trial calendar of Collier County Circuit Court o County suing to enforce "no cost" transfer of water and wastewater systems o County pursuing any costs which will be required to be invested by County to bring water and wastewater systems into 100%compliance with permits, rules and laws o County pursuing recovery of connection charges paid which should have been invested in water and wastewater systems; including nearly$400,000 collected by Orange Tree Utility in 2016 9 B o County pursuing recovery of attorneys fees and costs of litigation There is no obligation for County to give Orangetree Associates free connections after transfer of the Orange Tree System to the County No agreement or ordinance obligates the County to give Orangetree Associates free connections after transfer to the County When Orangetree Associates and Orange Tree Utility repeatedly asked for higher densities, re-zoning of property and delays in County election to take over water and wastewater systems for the past 20 years,they did not suggest that they also wanted free connections at time of transfer Any free connections for Orangetree Associates come at the expense of existing Orange Tree Utility and Collier County Water-Sewer Department customers who would then be forced to subsidize the development activities of Orangetree Associates and pay higher rates than otherwise would be required Orangetree Associates and Orange Tree Utility,should they be permitted to keep cash contributions previously paid by developers and recently paid by Orange Blossom and Publix(funds which should be invested in the water and wastewater systems),already is receiving a benefit not available under the terms of the ordinances and agreements • All ordinances and agreements provide that the water and wastewater systems are to be transferred to the County at no cost • Giving Orangetree Associates free connections after transfer would impose a cost on the County and existing customers of Orange Tree and Collier County Water-Sewer Department; lost connection charges result in the County having to find funds to invest in the Orange Tree System and customers must pay for those funds (instead of Orangetree Associates providing such funds) • Orange Tree Utility treated its developer affiliate Orangetree Associates differently than all other developers and customers • All other developers had to enter developer agreements with Orange Tree Utility • All other developers had to build facilities and contribute them to Orange Tree Utility • All other developers had to pre-pay connection charges to Orange Tree Utility • Some developers had to pay"refundable advances" to Orange Tree Utility to fund new facilities; Orange Tree Utility took advance funds from developers and did not build some of the identified facilities Orange Tree Utility was obligated to build • All customers pay connection charges to receive service from Orange Tree Utility; no proof has been provided that Orangetree Associates ever made contributions of cash or facilities to Orange Tree Utility, upon connection or otherwise • Orange Tree Utility Actions In Effect Have Caused Developers and Customers to Subsidize Orangetree Associates development activities • In Duval Utility Co.v. Florida Public Service Commission, 380 So. 2d 1028 (Fla 1980),the Florida Supreme Court addressed Public Service Commission orders which "condition the right of two utilities to receive service availability charges (commonly known as "connection charges," or contributions in aid of construction)from their customers. Under the commission's orders,the utilities must agree to hold all such charges from company customers solely for the use and benefit of those customers, not only during 9B the course of future rate proceedings but also upon the sale or other disposition of the utilities' properties.The main purpose of the commission's condition for service availability charges is to assure that customers do not have to pay for the system twice upon its sale or condemnation, once through their contributions and a second time through their rates to support the transferee's investment when a sale or condemnation includes contributions."This is the situation confronting the customers of Orange Tree Utility now.The Court remanded the case back to the commission for further evidence from the commission to support its orders. • Orange Tree Utility collected more contributions in aid of construction,$11.5 million, from developers(other than Orangetree Associates) and customers than Orange Tree Utility has invested in the water and wastewater systems,$10 million, as of 2015 • Orange Tree Utility and Orangetree Associates have never accounted for the additional$1.5 million • During the period in which Orange Tree Utility and Orangetree Associates have unjustifiably refused to transfer the water and wastewater systems to the County, thus violating County ordinances and breaching the outstanding agreements, Orange Tree Utility collected $400,000 in 2014 and nearly$100,000 in 2015 in contributions from developers and customers • Orange Tree Utility collected $418,400 from another developer,Orange Blossom, as recently as September, 2016 • Orange Tree Utility collected $69,000 from Publix Supermarkets in 2016 • Orange Tree Utility possesses nearly$2 million of cash contributions which are collected by utilities not to enrich the utility owner but to benefit the utility's customers by keeping rates lower • If a utility collects$12 million in contributions in aid of construction from developers and customers, $12 million should be invested in the utility facilities serving them • To incentivize Orange Tree Utility and Orangetree Associates to complete the transfer of the Orange Tree System to the County without further litigation costs,the integration agreement would permit Orange Tree Utility and Orangetree Associates to keep the$1.5 million of unaccounted for cash contributions collected prior to 2016 together with the nearly$500,000 Orange Tree Utility collected from the Orange Blossom developer and Publix Supermarkets in 2016 for a total of$2 million ■ If litigation is required,the County will demonstrate that these funds should have been invested in the water and wastewater systems or should be provided to County at transfer to pay for system improvements and expansion The Smoking Gun Confirming No Free Connections are Required or Warranted Orange Tree Utility, on January 19, 2017, provided the County with an incomplete copy of a developer agreement which Orange Tree Utility signed on September 7, 2016 with RP Orange Blossom Owner LLC. Orange Tree Utility asks the County to include this developer agreement in the list of agreements to be assigned to the County at closing.The incomplete document is attached to this supplemental report. 9 B Many pages of the agreement are missing including the page or pages which would identify the scope and details of the County's obligations to serve the developer if the County accepts assignment of the agreement. The agreement indicates that Orange Tree Utility has required the developer, Orange Blossom,to pay Utility$418,400 in pre-paid connection charges. Orange Tree Utility has indicated that it refuses to turn the$418,400 over to the County at closing despite the fact that Orange Tree Utility already has collected $1.5 million more in cash and assets from developers and customers than Orange Tree Utility has invested in the water and wastewater systems;this over-collection,when combined with the Publix Supermarkets pre-paid cash contribution of approximately$70,000 raises the amount of the over- collection to approximately$2 million (which should have been invested or should be held for investment in the water and wastewater systems). Unlike every prior developer agreement signed by Orange Tree Utility with third party developers,this developer agreement acknowledges that Orange Tree Utility may not have capacity to serve the developer's entire needs.The language from this developer agreement,found in no other developer agreement provided to the County to date, is as follows(Service Company is term used for Orange Tree Utility): Development Agreement with RP Orange Blossom signed by Orange Tree Utility on September 7,2016 "In the event that Service Company has existing capacity at its treatment plant to provide service to all persons including Developer who have contracted and paid for same in the order of their developer agreement date of execution.Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." No developer agreement signed by Orange Tree Utility prior to the September 7, 2016 Orange Blossom agreement ever included the "In the event..." language which advises a developer that capacity may not be available to serve their entire needs and capacity that is available at any time in the future would be allocated to developers"in the order of their developer agreement date of execution." Below are a few examples from other developer agreements signed by Orange Tree Utility. Note there is no "In the event..." language but the rest of the paragraph is the same as the paragraph quoted above from the September,2016 Orange Blossom developer agreement: Development Agreement with Naples Orangetree, Ltd signed by Orange Tree Utility on June 29, 1994 9B "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements (including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Waterways Joint Venture signed by Orange Tree Utility on August 4, 1996 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Waterways Joint Venture II signed by Orange Tree Utility on March 3, 1999 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers, without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements (including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Beazer Homes, Inc.signed by Orange Tree Utility on April 3, 2002 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received 9B approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements (including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with Pulte Home Corporation signed by Orange Tree Utility on April 19,2006 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements(including Developer's timing needs) for water and sewer services as provided for in its Development Plan attached hereto." Development Agreement with The Estates at Twin Eagles, Ltd.signed by Orange Tree Utility on November 27,2006 "Service Company shall not diminish or utilize the water and sewer capacity allotment assigned to Developer hereunder by providing water and sewer capacity to other developers or customers,without the prior written consent of the Developer, unless such other developers or customers provide to Service Company or there are otherwise available to Service Company sufficient funds to pay the costs to Service Company of providing water and sewer treatment facilities to replace the water and sewer treatment facilities so utilized by such other developers or customers and Service Company has received approval by all governmental agencies having jurisdiction over such facilities to the construction of such facilities and the anticipated completion date of the construction of such facilities shall meet the Developer's requirements (including Developer's timing needs)for water and sewer services as provided for in its Development Plan attached hereto." From these facts it is obvious that contrary to the representations by Orange Tree Utility and Orangetree Associates that the Orange Tree System has significant excess capacity,the acknowledgment of capacity limitations reflected in the "In the event..." sentence confirms that the developer, Orange Blossom, should receive capacity allocation priority over any development by Orangetree Associates. In fact,since Orangetree Associates has never entered a developer agreement with Orange Tree Utility, pursuant to the dictates of this sentence, all other developers who previously have signed a developer agreement with Orange Tree Utility(including other developer clients of counsel for Orange Tree Utility and Orangetree Assocaiates, Bruce Anderson), are to be accorded capacity allocation priority over Orangetree Associates. Comments regarding January 4, 2017 letter report of Orange Tree Utility engineering expert,Gerald Hartman Also attached to this supplemental report is a copy of January 4, 2017 correspondence from the County's special counsel providing an analysis and comments regarding a letter report from Orange Tree Utility's chosen engineering expert, Gerald Hartman. Orange Tree Utility and Orangetree Associates have requested that Mr. Hartman's letter report be submitted to the Board for its consideration regarding the free connections issue. The attached comments speak for themselves, however, it must be noted that while Mr. Hartman clearly is aware of the contents of the September, 2016 Orange Blossom developer agreement discussed earlier in this report, he makes no mention of Orange Tree's acknowledgment of a capacity limitation. Mr. Hartman fails to reconcile his claims of excess system capacity with the fact that Orange Tree Utility for the first time has informed developers that to the extent capacity is unavailable to serve the number of connections for which they have pre-paid connection charges, such capacity as is available will be provided in the order in which the developers signed a developer agreement and pre-paid for them. Mr. Hartman's letter report lacks candor and credibility and should be dismissed from consideration by the Board. Benefits and Disadvantages of Terms of Integration Agreement • Service to existing Orange Tree Utility customers will improve • Systems will be brought into compliance • Any contributions collected, cash or property, will be invested in the water and wastewater systems • Developers will all be treated equally by the County • Current customer issues with Orange Tree Utility customer service will be eliminated • Customers will know that the rates and connection charges they are paying are being used to provide service and only to provide service • Customers can be confident that the service they are receiving comply with all permits, rules and laws • County will improve wastewater treatment process to reclaimed water standards and allow beneficial reuse of the treated wastewater • Valencia Homeowners Association will receive reclaimed water which meets applicable standards • System interconnects with County system are made possible providing fire flow, reliability of supply and the most economical service possible • The County will take another step forward in ensuring all County residents receive high quality water and wastewater services at reasonable rates • As the County provides advanced wastewater treatment and beneficial reuse of treated wastewater throughout its system, and will improve the Orange Tree System to accommodate reuse as well, current Orange Tree Utility customers will see a slight decrease in water bills but a significant increase in wastewater bills after the transfer; a net increase of approximately 31% in a monthly bill 98 Teresa L. Cannon From: ZimmermanSue <Sue.Zimmerman@colliercountyfl.gov> Sent: Monday, March 4, 2019 10:54 AM To: Patricia L. Morgan Subject: FW: Effluent_Agreement (002).pdf Attachments: Bulk Effluent Agreement.pdf Trish: For your records, see attached with multiple signature pages. Respectfully, Sue Zimmerman, CPM Contract Administration Specialist - PUD CO ler County NOTE:Email Address Has Changed 3339 Tamiami Trail E,Ste 302 Naples Florida 34112 Phone:239-252-2622 Cell:239-821-3686 "The art of communication is the language of leadership."—James Humes From:TeachScott Sent: Monday, March 4, 2019 10:47 AM To:ZimmermanSue Cc: HayesJessica Subject: RE: Effluent_Agreement (002).pdf Scott R. Teach Deputy County Attorney (239) 252-8400 From: ZimmermanSue Sent: Monday, March 4, 2019 10:42 AM To:TeachScott<Scott.Teach@colliercountvfl.gov> Cc: HayesJessica <Jessica.Hayes@colliercountyfl.gov> Subject: FW: Effluent_Agreement (002).pdf Scott: 1 9B The attached agreement was part of the Item taken to the Board in the Orange Tree Utility Integration and was approved by the Board. However, we cannot locate a copy of the fully signed document. Please let us know if you have a copy in your file?Thank you. Respectfully, Sue Zimmerman, CPM Contract Administration Specialist- PUD Co ler County NOTE:Email Address Has Changed 3339 Tamiami Trail E,Ste 302 Naples Florida 34112 Phone:239-252-2622 Cell:239-821-3686 'The art of communication is the language of leadership."—James Humes From: Patricia L. Morgan <patricia.morgan@collierclerk.com> Sent: Friday, March 1, 2019 1:26 PM To:ZimmermanSue<Sue.Zimmerman@colliercountyfl.gov> Cc:Ann P.Jennejohn<Ann.Jenneiohn@collierclerk.com>; Patricia L. Morgan<patricia.morgan@collierclerk.com> Subject: FW: Effluent_Agreement (002).pdf Good afternoon, In checking all of the documents received for that item in the Backup Documentation, I do not see that particular agreement"Effluent Agreement".We received a lot of documents on that item, but not that specific one. Regards, 7 Trish Morgan Director of Board Minutes Et Records and Value Adjustment Board Office: 239-252-8399 Fax: 239-252-8408 Patricia.Morgan®CollierClerk.com "' Collier County Clerk of the Circuit Court Et Comptroller 3299 Tamiami Trail E, Suite#401 Naples, FL 34112 CollierClerk.corn From: ZimmermanSue<Sue.Zimmerman@colliercountyfl.gov> Sent: Friday, March 1, 2019 1:13 PM To: Patricia L. Morgan <patricia.morgan@collierclerk.com> Subject: FW: Effluent_Agreement(002).pdf Trish: 2 We are trying to track down a copy of the fully signed Agreement for Delivery and Use of Bulk Treated 9 B Wastewater(copy attached)that was approved as Recommendation#7 in the Exec Sum for the Orange Tree Utility takeover item that went to the Board on January 24, 2017, Agenda Item 9B. Please provide us with a copy if you have one, or any information you may have. Thank you. Respectfully, Sue Zimmerman, CPM Contract Administration Specialist - PUD CAT County NOTE:Email Address Has Changed 3339 Tamlami Trail E,Ste 302 Naples Florida 34112 Phone:239-252-2622 Cell:239-821-3686 'The art of communication is the language of leadership."—James Humes Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. Please visit us on the web at www.collierclerk.com This electronic communication is confidential and may contain privileged information intended solely for the named addressee(s). It may not be used or disclosed except for the purpose for which it has been sent. If you are not the intended recipient,you must not copy,distribute or take any action induced by or in reliance on information contained in this message. Unless expressly stated,opinions in this message are those of the individual sender and not of the Office of the Clerk of the Circuit Court of Collier County. If you have received this communication in error, please notify the Clerk's Office by emailing helDdesk@icollierclerk.com quoting the sender and delete the message and any attached documents.The Collier County Clerk's Office accepts no liability or responsibility for any onward transmission or use of emails and attachments having left the CollierClerk.com domain. Under Florida Law,e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request,do not send electronic mail to this entity. Instead,contact this office by telephone or in writing. 3 9 B AGREEMENT FOR DELIVERY AND USE OF BULK TREATED WASTEWATER EFFLUENT FOR SPRAY IRRIGATION THIS AGREEMENT is made and entered into this 10th day of January,2017,by and between the COMMUNITY RESOURCE SERVICES, INC. (hereinafter referred to as "CRS") and the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT (hereinafter referred to as "DISTRICT), and joined by VALENCIA GOLF AND COUNTRY CLUB HOMEOWNERS ASSOCIATION, INC. ("HOA"), which terms are used as singular or plural, as the context requires. RECITALS: WHEREAS, the District is desirous of obtaining additional disposal alternatives for treated wastewater effluent produced by its wastewater treatment facilities(hereinafter referred to as"Effluent"); and, WHEREAS, CRS owns and operates.in Collier County, Florida, an irrigation water system and provides irrigation water services and distribution facilities to properties and the occupants thereof;and, WHEREAS, CRS is desirous of obtaining Effluent in bulk from. the District as an additional irrigation water resource to be used by its irrigation water system upon the property over which the HOA exercises control or provides governance and services, including existing and future residential home sites within the Valencia Golf and Country Club community and the common areas for the HOA, but excluding the Valencia Golf Course and any undeveloped land(hereinafter referred to as"Property"). WITNESETH NOW,THEREFORE, in consideration of the covenants hereinafter contained and other good and valuable consideration,the parties hereto agree as follows: 1. INCORPORATION OF RECITALS.Each of the above Recitals are hereby incorporated into this Agreement as if fully set forth herein. 2. PURPOSE. CRS has requested,and District has agreed to provide, available Effluent in bulk for use as an irrigation water resource by the CRS irrigation water system. District shall deliver the Effluent to CRS at the Point of Delivery,as defined herein, from a flow meter to be installed,paid for and maintained by District,and CRS will utilize said Effluent only on the Property. i i 3. QUANTITY. The CRS irrigation water system is a pressure demand based system; therefore the quantity of Effluent to be delivered to CRS by the District shall be determined by CRS irrigation water system user demand. The Effluent shall be delivered as soon as the District is able to provide the Effluent,provided that the District shall give CRS at least thirty(30) days written notice of its intent to commence delivery of the Effluent to CRS. 4. TERM. CRS agrees to accept the Effluent from the District at the Point of Delivery as defined herein for residential and commercial irrigation for a period of five(5)years from the date of this Agreement. Thereafter, unless noticed in writing, the Agreement shall be automatically renewed for successive five(5)year periods,unless terminated by either party as provided for herein. • i I 9B R S. QUALITY The Effluent delivered to CRS shall be "polished" effluent that has been treated by the District to a quality that meets the standards for irrigation use with unrestricted public access now and hereafter required by the Florida Department of Environmental Protection("FDEP").For j purposes of this Agreement, "polished" effluent shall mean the blend of membrane softening concentrate and reclaimed water, and shall be in accord with all requirements of permits issued by local, state and j federal regulatory agencies with jurisdiction over such activities. i 1 6. POINT OF DELIVERY DEFINED.The Point of Delivery of Effluent shall be where the t Effluent passes from the District's 6 inch effluent pipeline to CRS's 16 inch discharge transmission main j prior to the CRS meter system as described in Exhibit "A" attached hereto. The District shall own, operate and maintain the effluent delivery system and shall be deemed to be in possession and control of 1 the Effluent therein,upstream of the Point of Delivery. CRS shall own,operate and maintain the effluent o distribution system, and shalt be deemed to be in possession and control of the Effluent therein, downstream of the Point of Delivery to the point where the Effluent enters the system of the users of the CRS irrigation water system.Point of Delivery is used as singular or plural, as the context requires. Any improvements needed to connect the District's effluent deilvety system to the Point of Delivery shall be (i) the sole responsibility of the District, (ii) subject to CRS approval, which shall not be unreasonably withheld,(iii)done so as not to adversely impact the system, facilities and operations of CRS,and(iv)as permitted by the FDEP. 7. DISTRICT RESPONSIBILITIES UPSTREAM OF POINT OF DELIVERY. District l shall be responsible for all design, construction, permitting, financing of all costs, and placing in operation the effluent delivery system up to the Point of Delivery.District shall bear all costs of operation and maintenance of the effluent delivery system up to and including the Point of Delivery. 8. CRS RESPONSIBILITIES DOWNSTREAM OF POINT OF DELIVERY. CRS shall be 1 responsible for the design, construction, permitting, financing of all costs and placing in operation the irrigation water system downstream of the Point of Delivery to the point where the Effluent enters the system of the users of the CRS irrigation water system. CRS shall bear all costs of operation and maintenance of the irrigation water system downstream of the Point of Delivery to the point where the Effluent enters the system of the users of the CRS irrigation water system, j 9. MONITORING. District shall take full responsibility for all costs of any ground water monitoring plan stipulated and/or required by the applicable state and/or federal permitting agencies for operation for the District and CRS portions of the effluent irrigation system. 1 10. STANDARD OF MAINTENANCE. CRS shall maintain its irrigation water system downstream of the Point of Delivery to the point where the Effluent enters the system of the users of the CRS irrigation water system at standards equal to the maintenance standards for comparable irrigation water systems maintained by the District. District shall have the right, but not the duty, to inspect the CRS irrigation.water system to correct maintenance deficiencies and charge CRS therefor,but only after the District first provides CRS written notice of the deficiencies, the opportunity to correct the deficiencies,and CRS fails to make significant progress toward correcting the deficiencies within ninety (90)days of said notice.Nothing in this Agreement shall require CRS to modify, or expand the capacity of,its irrigation water system. i 11. RATE TO BE CHARGED FOR EFFLUENT. For furnishing of the Effluent,the District I shall initially charge and CRS shall pay the lowest rate established by the District for bulk reclaimed water that is in effect at the time the District commences delivery (hereinafter referred to as "Effluent u Rate"). 2 } 4B 12. RATES CHANGES.The District shall have the right to decrease or increase the Effluent Rate from time to time upon providing thirty(30) days prior written notice of a rate change, via further action of the Board of County Commissioners.Any increase in the Effluent Rate shall only arise from the District's increase in costs representing production,treatment and delivery of the Effluent,or as the result of a rate study which determines that an increase in the Effluent Rate is required to finance the costs of production, treatment and delivery of the Effluent.Any rate increase shall be the same increase or rate charged to similarly situated irrigation water systems. 13. BILLING. The District shall read the flow meter at least monthly and bill CRS bimonthly for the Effluent quantity accepted by CRS during the billing period. t 14. EFFLUENT AVAILABILITY. The District shall make a diligent effort to make the Effluent available to CRS during each 24-hour period. 15. CRS EMERGENCY SITUATIONS. The parties acknowledge and agree that the CRS Irrigation water system Is a pressure demand based system and is not designed in aet ept forced flows in emergency situations. In the event of an emergency, as defined below, CRS shall notify any of those District representatives set forth herein and request that the pumping of Effluent temporarily cease. Such notice shall be in writing where circumstances permit and,in the event of an immediate emergency,such notice may be by telephone with subsequent written confirmation. Emergencies shall include but shall not be limited to: (a) Climatic conditions such as hurricanes,floods,or unseasonably excessive rainfall which make isnot reasonably feasible for CRS to accept the treated Effluent. (b) Short term equipment or mechanical failure making it not reasonably feasible for CRS to distribute the treated Effluent. (c) An Act of God which makes it not reasonably feasible for CRS to accept or distribute the treated Effluent. i6. NOTIFICATION OF DISTRICT. Those representatives of District who shall be notified in the event of an emergency: (a) Collier County Utilities Administrative 3339 Tamiami Trail E.,Suite 301,Bldg H Naples, Florida 34112 (239)252-2380 (b) Collier County Wastewater Director 3339 Tamiami Trail E.,Suite 301,Bldg.H Naples,Florida 34112 (239)252-4287 (c) Supervisor,Collier County North County Regional Wastewater Treatment Facility (239)252-5355 If and when emergency situations occur,District will notify CRS and the HOA will notify the District by telephone and follow up with a letter stating the nature of the emergency and the anticipated duration. 17. DISTRICT NOT LIABLE FOR FAILURE TO DELIVER EFFLUENT. The District shall not be held liable by CRS for failure to deliver Effluent if a reasonable situation preventing such 3 9B delivery exists or if CRS fails to use available groundwater sources pursuant to its water use permit issued by the South Florida Water Management District to replace such effluent. Such situations shall include, but not be limited to: (a) A lack of treated wastewater effluent due to loss or lack of flow to the treatment plant or due to process failure. (b) Contamination in the treated wastewater effluent making it unusable for irrigation. (c) Equipment or material failure in the treated wastewater effluent delivery system, including storage and pumping. (d) An Act of God which makes delivery by the District not reasonably feasible or impossible. 18. NOTIFICATION OF CRS AND THE HOA The representatives of CRS and the HOA who shall be notified in the event elan emergency or District's inability to deliver effluent are: (a) Community Resource Services,Inc. 4500 Executive Drive,#11.0 Naples,FL 34119 (239)596-4088 (b) Valencia Golf and Country Club Homeowners Association,Inc. 1711 Double Eagle Trait Naples,FL 34120 (239)354-4750 If and when emergency situations occur,the District will notify CRS by telephone and follow up with a letter stating the nature of the emergency and the anticipated duration. 19; WRITTEN NOTICE OF ADDRESSES AND TELEPHONE CHANGES REQUIRED. The District and CRS may change the above mailing addresses andtor phone numbers at any time upon giving the other party written notification,return receipt requested,by U.S.Mail. 20. USE OF EFFLUENT.CRS shall use the Effluent delivered by the District and provide it through its irrigation water system for irrigation on the Property in any manner determined by CRS, except that use of the Effluent shall be consistent with local, state and federal regulations. Except as the normal use of the irrigation water system may incidentally spray Effluent into the lakes,ponds, ditches and sloughs on the Property,CRS shall not discharge Effluent directly into the surface waters of the State of Florida without written authorization from the FDEP, CRSS shall take all reasonable precautions as to its irrigation water system to prevent confusion between effluent sources and other water sources downstream of the Point of Delivery by complying with all applicable rules and permit requirements regarding public notice of the existence of reclaimed water including,but not limited to,required signage. The District shall be deemed to be in possession and control of the Effluent until it shall have been delivered to CRS at the Point of Delivery, after which delivery CRS shall be deemed to be in possession and control of the Effluent to the point where the Effluent enters the system of the users of the CRS irrigation water system. 21. EXCUSE FROM PERFORMANCE BY GOVERNMENTAL ACTS. If for any reason during the term of this Agreement, local, state or federal governments or agencies shall fail to issue necessary permits, grant necessary approvals, or shall require any change in the operation of the 4 98 treatment,transmission and distribution systems or the application and use of Effluent,then to the extent that such requirements shall affect the ability of any party to perform any of the terms of this Agreement, the affected party shall be excused from the performance thereof and a new agreement shall be negotiated, if possible, by the parties hereto in conformity with such permits,approvals, or requirements. However, nothing shall require CRS or District to accept any new agreement if it materially alters the party's rights or obligations hereunder or requires a material expenditure. 22. DISTRICT'S RIGHT TO TERMINATION.The District shall have the right to terminate this Agreement if CRS fails to accept Effluent under the conditions described herein,or if performance is prevented by third party litigation,or if CRS is or reasonably appears to be illegally disposing of or using the Effluent,or if any other event beyond the control of the District prevents performance,or if CRS fails, after reasonable written notice and reasonable opportunity to cure, to pay delinquent fees, rates, or charges for services and facilities provided for under this Agreement. 23. TIME OF TERMINATION. Where termination is permitted under this Agreement on the part of either party,such termination shall nut occur before ninety (90) days after the terminating party has notified the other party in writing. 24. ACCESS. After reasonable notice to CRS, the District shall have the right, but not the duty,to review and inspect at reasonable times the practices of CRS with respect to conditions agreed to herein. Such inspection shall normally be for the purpose of review of the operation of the effluent irrigation system, for inspection of distribution mains and appurtenances, and for sampling at any the District's monitoring wells.CRS may have a representative accompany the District personnel. 25, INDEMNIFICATION. CRS and the HOA, in consideration of ten dollars, receipt and sufficiency of which is accepted through the signing of the Agreement, shall defend, indemnify and hold the District harmless from and against all claims and liability arising out of any discharge causing environmental pollution if such discharge arises directly from the action of CRS in the operation of its irrigation water system and not from the District's operation of its facilities. To the extent allowed by Florida law, the District, in consideration of ten dollars, receipt and sufficiency of which is accepted through the signing of the Agreement, shall defend, indemnify and hold CRS and the .HOA harmless from any and all claims and liability arising out a any discharge causing environmental pollution if such discharge arises directly from the action of the District in the operation of its facilities, including the District's Effluent delivery system. The foregoing indemnification by the District shall not constitute a waiver of sovereign immunity beyond the Limits set forth in Florida Statutes,Section 768.28. 26. DISCLAIMER OF THIRD PARTY BENEFICIARIES.This Agreement is solely for the benefit of the formal parties hereto,and their successors in interest,and no right or cause of action shall accrue upon or by reason hereof,to or for the benefit any third party not a party hereto. 27. SEVERABILITY. If any part of this Agreement is found invalid or unenforceable by any court,such invalidity or unenforceability shall not affect the other parts of this Agreement if the rights and obligations of the parties contained therein are not materially prejudiced and if the intentions of the parties can continue to be effected.To that end,this Agreement is declared severable. ft 28. LAND USE APPROVALS. This Agreement shall not be construed as a basis for either granting or assuring or indicating,or denying,refusing to grant or preventing any future grant of land use or zoning approvals,permissions,variances,special exceptions,or any other rights with respect to the real property in the irrigated area. 29. APPLICABLE LAW. This Agreement and the provisions contained herein shall be - i 5 9B construed,controlled, and interpreted according to the laws of the State of Florida and the Collier County Utilities Standards and Procedure Ordinance or its successor in function. 30, RECORDATION. Neither this Agreement nor any memorandum thereof shall be recorded in the Public Records of Collier County,Florida, 31. ASSIGNMENT. Assignment or transfer of the rights or obligations of CRS under this Agreement is prohibited without prior written consent of the District, which shall not be unreasonably withheld. 32. BINDING EFFECT. This Agreement shall be binding upon the parties, their successors and assigns. 33. ENTIRE AGREEMENT; AMENDMENT. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter referenced herein.Any amendment heretu shall be in writing duly executed by the parties hereto,ur their successors in interest to the Property. 34. HOA'S CONSENT TO MATTERS DESCRIBED IN AGREEMENT; SUSPENSION OF CRS'OBLIGATION TO ACCEPT EFFLUENT. (a) CRS and the HOA, as successor-in-interest to D.R. Horton, Inc., are parties to that certain Irrigation Agreement dated September 14, 2005 (the"Irrigation Agreement").The HOA has joined in this Agreement to confirm that: (0 the actions of CRS pursuant to this Agreement are in accordance with CRS' rights under the Irrigation Agreement; (ii) CRS' inability to provide "Irrigation Water" (as described in the Irrigation Agreement) arising out of its failure to be provided sufficient Effluent by the District under this Agreement, shall excuse CRS from performance under the. Irrigation Agreement for a like period of time; (iii) CRS' delivery of Irrigation Water meeting the requirements of the Effluent under this Agreement shall be deemed CRS* compliance with the Irrigation Agreement; (iv) the HOA consents to the matters described herein including, without limitation, CRS' provision of Irrigation Water and"Reclaimed Water"(as described in the Irrigation Agreement)to the HOA under the Irrigation Agreement which includes the Effluent described in this Agreement; and (v) the HOA, on behalf of itself and its members, shareholders,officers and directors, and its and their respective agents, employees,licensees and invitees,and its and their successors and assigns,release and discharge CRS,its officers,directors,shareholders,agents and employees,and its and their successors and assigns, from any and all claims, damage or liability arising out of or relating to the provision of irrigation Water and Reclaimed Water to the HOA under the Irrigation Agreement which contains the elements, and is materially in accordance with the standards and requirements, described in this Agreement; and(vi) the HOA will defend, indemnify and hold.CRS, its officers, directors, shareholders, agents and employees, and its and their successors and assigns, harmless from and against all claims and liability arising out of any discharge, damage, claim or liability relating to or involving the Effluent, unless same arises out of the gross negligence or willful misconduct of CRS,its agents or employees. (b) Notwithstanding anything to the contrary contained in this Agreement, the District, by execution hereof, acknowledges that if the Irrigation Agreement is terminated or if, by the terms of the Irrigation Agreement, the HOA is not obligated to accept, or if CRS is not obligated to provide, the Irrigation Water or the Reclaimed Water, CRS may, at its option and upon notice to the District,immediately suspend its obligations under this Agreement until such time as CRS is able to make commercially reasonable alternative arrangements to accept the Effluent under this Agreement and provide it to the HOA in accordance with the Irrigation Agreement and applicable laws, rules and regulations. 6 9B IN WITNESS WHEREOF, the foregoing parties have subscribed their hands and seals the day and year first above mentioned. ATTEST: COMMUNITY RESOD !'' ERVICE ,,"•C. By: Stephen G.Lowitz,Vice President Roberto :s t,President ATTEST: VALENCIA GOLF AND COUNTRY CLUB HOMEOWNERS ASSOCIATION,INC_, By: Jeffery Hocl,President of Valencia Golf and Country Club Homeowners'Association,Inc. ATTESTS: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,AS ,Clerk EX-OFFICIO HIE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT By: Chairman Approved as to form And legal sufficiency Assistant County Attorney STATE OF FLORIDA COUNTY OF COLLIER The foregoing Agreement for Delivery and Use of Bulk Treated Wastewater Effluent for Spray Irrigation was acknowledge before by Roberto Bollt,President,of Community Resource Services,Inc. WITNESS my hand and official seal this day of (NOTARIAL SEAL) Notary Public My Commission Expires: 7 . . • --• , • • • 9B. tovrotto A/moor.ow.toreok..4.464,h.vo,i44014thiii4000-.00.0 4thd*.40-4011**.infititiNgtd. Alltsst :0014tkirry-i-o10.1 • : ,-- • • mq: , .Sthi-Stan. AWROVVICe. ..Preddad, itab‘10.r ; President ATTEST: VAIOAtjA00-0Arpotato*f„„Lua itomexpktdxsAsAtiA.T.roN: 0.. • • 4L,(2/ fr(4 ail' 12 beery &Yale**Oaftstri ORO liStemsmore Aswattiou; ATThSTS BOARD OF MIAOW COMMAS]ONERS Of cotuoccoutrry,FLORID&AS FX:41.FF/CIOTOSACIVERNINO BOARD OF MO COWER COUNTY WATERARSVWDIXTRICT •8Y; . . - :_ ChAlmtn. APPYM441%to** 40160 -$0144144Y: . , . .0(itiokAnfiersey STATE OF'FILORIDA. COURIT OF COLPER- Mg foregoing itarObpsat for Delivtly an.d•I‘Ao of Bulg IrcOott WoOevmttt Rffluent Sy• inti giOciloos,adAtotideditebeforc•try lobertti FrOsiikat:of Contain*tietilitita&MOW witmas tuy hattet . y . OlOtAttli1/414 ' NcuryPubtic CarrtnikAion-Eirolrem 7 98 AI'WITNESS WHEREOF, the foregoing parties have subscribed their hands and seals the day and:year fhst above mentioned. ATTEST: COMMUNITY RESO j EItVICE ;•C. Stephen G.Lowitr,Vice President Roberto :. t,President ATTEST: VALENCIA GOLF AND COUNTRY CLUB HOMEOWNERS ASSOCIATION,INC., Jeffery Iloel,President of Valenta Golf and Country Club Homeowners'Association,Inc. ,ti., ATTE S BOARD OP COUNTY COMMISSIONERS' -a i•-• s OF COLLIER COUNTY,.FLORIDA,AS -- ' . `I-Cle> — - EX-OFFICIO THE GOVERNING BOARD-10F_ a;` THE COLLIER COUNTY WATE: EWER DISTRICT ''�. ., ,,. . �,, Agr By: "�unu Penny Taylor,Chairman Appro ; ,o ,... - And I is 01.1oy: slier . . ... J-f fs:.1.1" at kow -Assistant County Attorney STA FIX RIDA COUNTY OLLIER The foregoing'Agreement for Delivery and Use of Bulk Treated Wastewater Effluent for Spray Irrigation was acknowledge before by Roberto Bollt,President,of Community Resource Services,Inc. WITNESS my hand and official seal this day of . (NOTARIAL SEAL) i • Notary Public, My C-omrnlssiort Expires: 7 9B Exhibit A. Delivery of Effluent to Point of Delivery CCWSD Meter A 6 inch G '01 Neil 1;40 Apitor- CRS's16 inch Discharge _—,........,.o----------- ' Transmission Main ,. - - - - ximpw tt E Point of I Delivery