Resolution 1999-074
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RESOLUTION NO. 99- 74 L b tj
';_/h"~5i -
A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY. FLORIDA. AS THE GOVERNING BODY OF
COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING
BOARD OF TilE COLLIER COUNTY WATER/SEWER DISTRICT;
AUTHORIZING CLOSING OFTHE PURCHASEOrTllE ROOKERY
UAY WASTEWATER FACILITIES; ACCEPTING TITLE TO ALL
ASSETS BEING CONVEYED TO TIlE COUNTY; AND
AUTHORIZING TIlE ADMINISTRATOR OF PUBLIC WORKS TO
. EXECUTE ALL DOCUMENTS R..~QUIRED TO CLOSE THE SALE
I':,., '-:~:J~:'; ,:'~':i;f;'- .
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORIDA, as the Govcrning Body ofCollier County amI as Ex-Officio thc
Governing Board of the Collier County Water/Sewer District, that:
I. The Board of County Commissioners of Collier County, Florida, as the
governing body of Collier County and as ex-Officio the Governing Board of the Collier
County Water/Sewer District (hereinafter "County"), on August 4, 1998, pursuant to
;. Resolution 98-297 and Section 125.3401, Florida Statlltcs, authorized the Board's
. -: l' Chainnan to execute a Purchase and Sale Agreement, which was executed by the
, .. Chainnan in accordance with that Resolution. '.';' .
; .'~~'
2. The Agreement of Purchase and Sale (recorded in the public records of
Collier County in OR Book 2460, Pages 0701 through 0713) required that specified
actions be taken prcrequisite to closing the purchase and sale. The specified actions
have been completed in accordance with the Agreement for Purchase and Sale.
3. All documents aUached hereto pursuant to the Agrcement of Purchasc and
Sale arc hereby accepted on behalf of tile County, and the Board's Chairman is hereby
authorized to sign those documents on behalf onhe County as indicated, which
documents finalize the purchase price (subject to schedule of costs and minor pro-ration
adjustments) and formany accept title to all assets being conveyed to the County.
~ j - ~.
4. The Board hereby delegates to the Administrator of Public Works full
authority to execute all other documents that may be required to finalize the closing,
scheduled for Monday, February 1,1999.
5. This Resolution and all documents allached hereto shall be recorded by the
County in the public records of Collier County, Florida.
This resoluti'on adopted thi~1f~:y of January, 1999 after motion, second and
majority vote favoring adoption. . .;,
0' ...il,...I.
BOARD OF COUNTY COMMI.SSIONERS"'....;
COLLIER COUNTY, FLORIDA, A ......
POLITICAL SUBDIVISION OF THE ..
. STATE OF FLORIDA, AND AS EX- "
t.'..,r";...:.'....~.. O.F..fICIO THE GOVERNq,lG BOARD . .'. . /:
. ;:'~I :: ~;;~J~~ ~~~;j;~~!E~,::.~,.:://
\;,.< ~~~ 'P/' I tJl n rll....
.;:';,1: PAMELA S. MAC'KIE
CHAIR WOMAN
."d~:
Approved as to form and
legal sufficiency.
'\""O~.. ~ ~-----r~
Thonlas C. Palmer' ...'.
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This instrument prepartd by:
~bOUC.I. ~YOODP/,4RD, F~Q57RE
Wood. ar4 Pirex & Lombarda, P.,4.
80I Laurel Oak Drive, Suite 710
Naples, FI. $4108
2430123 OR: 2509 PG: 1289
HCO£HD in OHICIAL HCORDS of CGLLIER COUffTT,
02/04/99 at 08:31Ax D~IGflT ~. HOCE, CHRX
Beth:
CLHKTOTHEBOARD l~. 6 B
IIITHOPFIC! 4TH FLOOR
II?
~0,00
13.00
KNOP/ ALL MEN BT THE~E PRF, g~$. that
ROOKERY BAY SERVICES, INC., ("Cn'antor'Ja ~ corpo~on with offic~ at 801 Laurel Oak Drive,
Sui~ ?IO, Napl~, FL 34108, ofth~ Couaty of Collie, and Sta~¢ of Horida, parti~ of thc fir~ part, for and
in coasid~ratim oftl~ ram of T~ Dollars ($10.00) lawful mon~' ofth~ Unk~ Stat~, to ~ paid by CoIli~
County, with offw~ at Public Works Division, Buil~ H, 330! East Tamiami Trail, of Naples, FL 341 ! 2,
panics of 'd~ ~:ond pan, t~ receipt when:of is h~¢by admowlc~cd, ba-~ ~anIed, bargai~d, sold
tzamferrcd ~ ddiv~l, and by the~ proems does gra~ ba~n, sell, transfer and deliver umo thc sad
pa.nics of rig sec. md pan, their ~.-uu~. ~s and uriga~,
ard/or
SEE A'FFACHED EXHIBIT "A"
2'0 fid VE AND TO/-/OLD th~ ~am~ unto th~ said par~ of thc second par,, thdr
AND G~amor docs for iu¢lfand iu heirs, cr,~amrs and admmi~awrs, ~ to and with th~ said
parties ofttg socoml parr. th~ ex. ames, admininrators and assigns, that Gramor is thc lawful owner of~¢
sa/d property, that they are frg from all monabra~c~, that Gramor has good rights to sell the same aforesaid.
and t/m Cn'amor will wan-am and dcfmd tJ~ sa.lc oftlg said prolgrty, goods and cha~ls hereby
thc said pard~ oftlg s~md part, ',hdr cx~-mors, adminisxrazors and ~sigas against tlg lawful riaLtos and
~. IN ~ WHE2~OV. grantor ha~ hemmm s~t ~ haad~ ~nd se. ah tl~ /' day of
7/'~ b;".~3. 1999 -o
Sigrg~ sc&lcd ami ddivercd in tho pr~nc~ of:
_ -'-,' ./,-.~--., /
Prim Nam~: 2/.," _ ' ~ .~ '' '-: .'-3/, ,/..,
7
Prim Nan.: ~
ROOKERY BAY SERVICES, INC., a F~odda
corpor'afan
Mark I. Woodward, Pr~'i&'at
OR: 2509 PG: 1290
....... -16B
~ ~OOD~I~. ~re~tdent of~ke~ ~ ~c,~, Inc., a ~,~ co~r~on, on ~eha~of t~e
co~raaon ~ t, ~r*o~lly ~n to ~a ~ ~d ~t ~ ~ oath.
PrlntName: ~ ~0~
, Commission E~ptre~:
OR: 2509 PG' 129.1
Exhibit "A"
Rookery Bay Services, Inc., Seller
Collier County, Purchaser
Description of Purchased Assets
The Purchased Assets are the customer base, transmission mains, supply pipes,
and the Additional Facilities as defined herein (collectively, the "Utility System") which
Seller owns or in which it has an interest.
All easements, licenses, rights-of-way and consents owned by Seller for the
construction, operation and maintenance of the Utility System.
All certificates, immunities, privilegeS, permits, licenses, license rights, easements,
consents, grants, ordinances, leaseholds, rights-of-way and all rights to construct,
maintain and operate the Utility System for the collection and disposal of wastewater
and every right of every character whatever in connection therewith, and the
obligations thereof; together with all rights granted to Seller under Certificate No.
(previously Rookery Bay Utility Certificate No. 06S) issued by the Commission.
3. All past and current customer records, prints, plans, engineering reports, surveys,
specifications, shop drawings, equipment manuals, and other information reasonably
required by the Purchaser which are in possession of Seller and its agents
pertaining to the operation of the UtilitY.System.
4. One (1) set of drawings showing the sanitary wastewater collection, treatment and
disposal facilities of the utility. Such drawings shall also include any original
tracings, sepias or other reproducible material in possession of Seller. ·
All rights of Seller under the Developers' Agreements and/or Bulk Service
Agreement entered into between Seller and owners, developers or bulk customers
to properties that are provided wastewater service.
Purchaser shall reimburse Seller an amount agreed upon by the parties sufficient to
pay the costs incurred by Seller for planning, design and construction of a pump
station including, but not limited to, costs of supervision, inspections, engineering,
drawings, permit application, materials, construction for the station, transmission
lines, supply pipes, collection pipes, valves, service connections, if any, and other
items as agreed by the parties (collectively, the "Additional Facilities").
· OR: 2509 PG: 1292
EXHIBIT 8 - ROOKERY BAY FRANCHISE SERVICE TERRITORY
Townshio 51 South, Ranqe ;~6 East, Collier County
Section 3 - The South ½ of Section 3 lying East of S.R. 951 and South of U.S. Highway 41.
The SE '/, or the S~V ~ and the SW % of the SE % lying South of Hendemon Creek
.Section 10. The North % lying East of S.R. 951 and the NoAh % of the North % of the South % lying East
of S.R. 951.
The NW ~ of the NE
Section 11 - The NW
Section 12 - The West % of East ',4 lying Nodh of U.S. Highway 41.
That portion of the NW N oi' the SW ~ lying South of U.S. Highway 41 (Tamiaml Tray and Ihat podion or'
the SW ~ of the NW % lying South of U.S. Highway 41:
The SW ~ or the SW ~.
AND
LESS THE FOLLOVVING DESCRIBED PARCEL
Starling at the Nodhwest comer or' the property al the Intersection of the South PJght of Way of U.S.
Highway 41 and the West line of Section 12, Township 51 South, Range 26 East, Collier County, Flodda,
and proceeding Southerly along the Section line for approximately 870 feel; thence Eastedy for 330 feet,
thence Northerly for 660 feet, thence Westedy along U.S. Highway 41 Southerly Right of Way for
approximately 390 feet to the Point o1' Beginning comprising approximately 5.8 acres.
.Section 13 -All of Section 13. ~
Section 14 -Xhe NE
Section 15 - The South ½ o[ the South % lying East of S.FL 951.
Township 51 South. Ranoe 27 East. Collier CounlY
Se¢ion 8 - NE ',4 or' NE %.
All or Section~ 18 and 19.~.
Section 20 - East % and lhe East % or' SW % ~id the South % el' the SE N of NW %.
(The Remainder of this Page is Intentionally Left E~ank).
i
I
19
PG: 1294
1.6B
19
FORCE MAINS
LOCATION
E,WrtTRIT "C" - SCtrEDULE OF PURCItASED ASSETS & VALU'ES
RBS PURCHASED ASSETS LIST
~' CONSTRUCTED
LENGTH SIZE VALUE AGE
DEPRECIATED
VALUE
Manatee Rd. (S.R. 951
to U.S. 41)
U.S. 41 (Manatee Rd.
to Creative Ln.)
U.S. 41 (Creative Ln.
to Westwind M.H.P.)
7,700' 8" $96,250 25
1,soo' i
4,500' 6"
$22,500 25
$45,000 22
S36.100
$8.400
S20.300
U.S. 41 (Westwind
fyi. H.P. To Boyne
South/Royal Palm)
Creative Ln. (U.S. 41
to RBU Plant Site)
S.R. 951 (Manatee Rd.
to Holiday Manor
M.H.P.)
14,300' 8"
4,000' '~fl'
2,800' 6"
$178,750 17
$50,000 25
$28.000 22
S102,800
S18,800
S12.600
S.R. 951 (Gulf Winds
M.H.P. to Manatee
Rd.)
Drainage Swale
(Greystone M.H.P. to
S.R. 951)
700' 8"
3,500' :!i 6"
$8,750 25
$35.000 22
$3,300
S15,800
Quail Roost (Quail
Roost M.H.P. to
Manatee Rd.)
Pon-Au-Prince Dr.
(Pump Station to S.R.
951)
3,200' 4"
2,300' 4"
$27,200 17
$19,550 3
FORCE MAIN SUBTOTAL
S15,600
$18.100
S251,800
PUMP STATIONS
LOCATION
Port-Au-Pdnce
1) Port-Au-Prince Dr.
Rookery Bay Master P.S.
(NEW)
III. GRAVITY SEWER
SIZE/DESIGN
CONFIGURATION
Duplex st.~tion. 2 H.P. Gorman-
Rupp pumps, 30" Dia. Wet Well
(See attached Letter Report by
HM&A dated 6/10/98)
See Acceptance Documents
PUMP STATION SUBTOTAL
OR:~ 2509
PG: 1295
16B
ESTIMATED
VALUE
$5,000
$116,500
S121,500
19¸
LOCATION
Port-Au-Pdnce
Subdivision
SIZE/DESIGN ESTIMATED TOTAL
CONFIGURATION ,.. VALUE VALUE
8 Manholes ';'~::'~,~,,.. $200/EA.
6" Vitrified Clay $20/L.F.
Pipe (2,000'?)
GRAVITY SEWER SUBTOTAL
ESTIMATED TOTAL ASSET VALUE
(includes New Rookery Bay Master Station)
1,600
40.000
$ 41,600
$414,900
o
o
OR: 2509 PG: 1296
EXHIBIT D- SCHEDULE OF EXCLUDED ASSETS
.15o VWVTP: all personal property assets including:
1 blower and associated motor, all parts, small tools, equipment related to plant operstion.
f 00 WWTP: all personal property assets including:
2 blowers and associate~l motors
· 1 well water pump and motgr
· 1 water pressure tank
· 1 Polysontc flowmeter, associated chart recorder, manuals, supplies, parts, records, etc.
· 1 surge pump and motor
· 1 chlorinator system, parts, manuals, etc.
· Air pac system
· Miscellaneous hand tools, supplies, parts related to plant operation
Monitoring wells built to DEP standards and in operation, quarterly reports, and records,
drawings, etc. related to groundwatet monitoring wells.
Port au Pdnce .006 Ww'rP
· 1 blower and motor
· I lift station, pump, motor and related equipment
· Fence
· Krohm flowmeter, force main, related equipment ir',~taled to County specJfications.
Accounls Receivable
19
EXCLUDED SE'WER TREATMENT PLANT SITE- LEGAL DESCRIPTION'
A parcel of land located in a portion of Section 14, Township 51 South, Range 26 East, Collier County,
Flodda, being more padlculady described as follows:
The SE 1/4 of the NE 1/4, of the NE 1/4, Section 14, Township ,51 South, Range 26 East, Collier County,
Florida;
LESS AND SUBJECT TO: .~
Any easements needed in support of the Additional Facilities.
(The Remainder of this PaGe is Intentionally Left Blank).
EXHIBIT "E" - SCIEED~E OF QUANTITIES & VALUE OF THE ADDITIONAL
FACILITIES CONSTRUCTED ON A REIMBURSEMENT BASIS
2.9. 1999
Mr, Ed Ilsc~
Public lltorks ~rlm~-~l~alor ~
Collier County. Public Works Engineering Depa.,tment
Building H,'~3 Floor
3301 Tamiami Trail East
Naples, Florida 34112
SUBJECT:
Rookery Bay Closing
HMA Filc No. 97.37 B
Dear Mr. Ilsclmcr:
This letter provides a final update to the costs related to the 'Additional Facilities". Specifically,
tlm construction costs from Gllymsnn CoIlsllllCtiOI1 have been rcduced.
The frr~l costs are ~ follows:
1) Engineering Scrvices S 23,711.25
2) Permit Fees
- Collier County Development Review $ 1,769.80
S 500.00
3)
Construction Cos~
- Guymann Construction
- FP&L
TOTAL
S113,928.63
$140,671.68
If you have further questions, please call.
Very truly your%
HOLE, MONTES AND ASSOCIATES, INC.
Thomas M. Taylor, P.E.
PresidenrdC.E.O.
141.21~-,t4'1 !
FAX ~41.2G2,.3074
EXIIIBIT F-FINAL TKANSACTION SETTLEMENT STATEMENT
Closing dat~ February I, 1999
.... '~ ~' ~i;' $I,200,000.00
Parcha~e Pric~
(See S ed e"
Total Sales Pric~ $1,~40,671
~ (see ScMdule "B" attached)
1) P,.iv~'wood - R~'sidential (21,683.20)
Riverwood - Commercial ,,:&~ (132.72)
:~) Six L'sFarms "!~'~' 2,002.$2
Gross Amount due to Seller
(Payable to Kookery Bay Services, Inc.)
$I,319,154. I4
PG: 1298
16B
Seller and Buyer hereby agree with the foregoing and confrm that the above figures are current and
authorize disbursements in accordance with the forego;ng.
Seller:
KOOKEKY BAY SERVICES, INC. :"i':i~i:~
a HO .... ...~,_
By: dda~
Dated: February 1, 1999
Buyer;.
Board of Counly Commissioners/Collier
Ed I~ch~er, Public Works
Dated: February 1, 1999
OR:
2509 PG: 1299
16B 19
Increase <decrease>
to Coutract Price
Riverwood & Boyne South: (Annual billing, Sept-Aug)
~ analysis is cxclu~ve of Ann Marie Croucher (#116)
who ~s treated as a monthly customer.
Number of P~id~ndal customers:
Monthly l~t¢ (211.20/12)
No. ofmonfl~ remaining
176
17.60
$(21,683.20)
Monthly ltm. e (227.52/12)
No. of months remaining
Number of Commerciai customers: 1
$ 18.96
Six L's Farms: (Annual b~Iing, Jan-Dca, billed in arrears)
$ (132.72)
Annual Bill (524,035/12 months)
$ 2,002.92
Port Au Prince: (Bulk Rate Customer):
Based on the past 3 month%
The ay=age da~ flow w~ C"' 'O00s)
Number of days (12/28/98-I/31/99)
Volume Charge:
Total volumetric charge:
21 gals/day
;54
t3611,ooo s~
1,399.44
Service availa[~lity charge for 4" mct~
$ ~o5.o.o.
$ 1,704.44
(1.704.44)
Total P,.~Iuction to the Purchase Price of KBS
$ (21.517..44)
OR:
EXHIBIT G - LETTERS OF OPINION OF COUNSEL
COLLIER COUNTY,s, .
FAX: (941) 774-0225
Email: altorney~naples.ne!
2509 PG: 1300
Mark J. Woodward
Rookery Bay Services, Inc.
801 Laurel Oak Drive, Suite 710
Naples, Florida 34103
February 1, 1999
16B
DAVID C. WEIGEL
COLLIER COUNTY ATTORNEY
Heidi F. Ashton
Ramlro McfiaHc,h
Thomas C. Palmer
Michael W, Peffit
~Aarjorie ,'vt. Student
Mellssa A. Vcs~uez
Rodne¥ C. Wade
Robert N. Zochar'f
RE: Opinion of Counsel Letter - Paragraph i l(a) of Agreement of Purchase and Sale of
Wastewater Assets - executed on August 4, 1998
DearMark:
It is my opinion that Collier CoUnty, a political subdivision of the State of FIorida,
has full authority to execute and close the purchase and sale of the wastewater assets
pursuant to the Agreement executed by the parties thereto on August 4, 1998.
Execution of the Agreement and all collateral documents by Collier County was
duly authorized by the Board of County Commissioners for Collier County and ex-officio
the Governing Board for the Collier County Water-Sewer District by adoption of
Resolution No. 98-297 on August 4, 1998. Eff'ective upon closing of the sale and
purchase, that Agreement and all collateral documents will be binding on the County and
the District to the extent that they purport to bind the County and/or the District.
The execution, delivery and performance of the Agreement and the collateral
documents does not constitute a breach or violation by the County or the District of any
other agreement to which the County and/or the District is a signatory party.
Sincerely yours,
Thomas C. Palmer
Assistant County Attorney
cc: David C. Weigel, County Attorney
Ed Ilschner, Public Works Administrator
.'[',~
19
VIA FAX 774-0225
Thoraa~ C. Palmer, Esq.
Assistant County. Attorney
3301 Tamiami Trail Ea.qt
Naples, FL 34112-4802
ATTORNEYS-AT-LAW ~.~
February I, 1999
OR:
Opinion of Counsel Letter - Paragraph I l(a) of'Agreement of Purchase and Sale of'
Waste',~'ater Assets - executed on August 4, 19911
2509 PG: 1301
CR.~C IL WOODW. q~'
MntUCJ. Wooow~Jo
O~
~unW and
~ ~o adm~
Indiana and
Pcnn~nia
Dear Torrc
It is my opinion that Rookery. Bay Services, Inc., a Flor/da corporation, has full authority to execute
and close the purchase and sale of' the waste~ater assets pursuant to thc Agreement executed by thc parties
hereto on August 4, 1998.
Execution of' the Agreement and ali collateral documents by Rookery Bay Services, Inc. was duly
authorized by its Board of'Directors on August 4, 1998. Effective upon closing of the sale and purchase, that
Agreement and all collateral documents will be binding on Rookery Bay Services, Inc. to the extent that they
purport to bind Rookery Bay Serrates, Inc.
It iq my opinion that Rookery Bay Sen'ices, Inc. has never violated any agreement entered into by
Rookery Bay Services, Inc. or any agreements which may have been assumed by Rookery Bay Services, Inc.
Thc execution, ry and performance of thc Agreement and thc collateral documents does not
constitute a breach or violation by Rookery Bay Services, Inc. of any other agreement to which Rookery. Bay
Services, Inc. iq a signa:o~T party..
M~V:cf
cc: Ed Ilsctmer, Public Works Administrator
Sincerely yours,
~vard, Esq.
Pellon Bay 801 Laurel Oak
Island 60~ Bald Eagle
Please Respond to: Naples
Naples, FL 34108 (941) 566-3131 Fax (941) 566-3161
Suite 500, P.O. Box' Island, FL 34146 (941) 394-5161 Tax (941) 642-6402