The URL can be used to link to this page

Agenda 02/25/2020 Item #16C11 (Permanent Discontinuation of Operations - Orange Tree Utility Company)02/25/2020 EXECUTIVE SUMMARY Recommendation to approve the permanent discontinuation of operations and authorize the County to vacate the water treatment plant portion at the former Orange Tree Utility Company’s treatment plant property, which is no longer required by the County. OBJECTIVE: To approve the permanent discontinuation of operations and authorize the County to vacate the water treatment plant portion at the former Orange Tree Utility Company’s treatment plant property, which is no longer required by the County. CONSIDERATIONS: On January 24, 2017 (Agenda Item 9B) the Board of County Commissioners (“Board”) approved by Resolution 2017-14, an Integration Agreement (hereafter the “Agreement,” see attached Resolution and incorporated Agreement) between the Collier County Water Sewer District (“CCWSD”) and the Orange Tree Utility Company (“OTU”). Generally, the Agreement memorialized the conveyance and transfer of the OTU water and wastewater utility plant operations to the CCWSD, for subsequent operation by the District, and included the deeding of the plant property, wells, lift stations and related appurtenances subject to certain conditions. In part, the Agreement states at Article VII. Post- Integration Commitments, as follows: 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 cost, within 24 months of the County’s discontinuance of the water or the wastewater treatment plant. This Executive Summary addresses a request to permanently discontinue operations pertaining to the water treatment portion of operations at the utility site. Because the growth rate within the Orangetree PUD and the Orange Blossom Ranch PUD quickly exceeded the capacity of the OTU package water treatment plant, it was in the be st interest of the CCWSD customers to expedite regionalized potable water services to the Orangetree area, resulting in improved water pressure, flow and fire protection to critical facilities like the Corkscrew Elementary/Middle School and Palmetto Ridge High School, the Sheriff’s substation, Collier County EMS, the University of Florida Institute of Food and Agriculture Sciences and the Publix supermarket. On August 13, 2018, the CCWSD commenced serving potable water from its regional system to all customers within the Orangetree PUD and the Orange Blossom Ranch PUD, as well as the Corkscrew 16.C.11 Packet Pg. 2001 02/25/2020 Elementary/Middle and the Palmetto Ridge High school campuses. As of that date, the OTU package water treatment plant suspended water production operations. Therefore, staff is recommending that the Board declare that the temporary suspension of water treatment operations be declared an official permanent discontinuance of water treatment operations and direct staff to take steps to vacate that portion of the package water treatment plant where operations are currently suspended. Staff notes that the Orange Tree Utility Site property, which encompasses the water and wastewater treatment plants, was conveyed to the CCWSD as a single parcel pursuant to a General Warr anty Deed recorded at OR Book 5369, Page 1712, and that the Orange Tree Wastewater Treatment Plant is identified as consisting of the entirety of that deeded parcel in the project boundary description that Orangetree & Associates submitted to the County in connection with its Master Site Plan plant expansion in 2006. Because neither the Agreement nor the General Warranty Deed delineated between the water treatment plant site and the wastewater treatment plant site, the County is utilizing a 25-foot setback westward from the water storage tank, which resulted in the operational use of the water treatment plant site to consist of approximately 3.9 acres of the total 28 acre site, as shown in Attachment 2. Any party that wished to permit similar facilities today would also be required to include a comparable setback. The rectangular pond south of the water treatment plant was not used by the CCWSD during its operational use of the facility, therefore, it is not fully included in the vacated area. The Agreement also conveyed four well sites to the CCWSD. One well is located on the water treatment plant site of the parcel. Because of its location, Staff recommends vacating this well with the water treatment plant site. A second well is located on the wastewater treatment plant operations side of the parcel, which is continuing to be operated, and Orange Tree Wells #3 and #4 are located within easements south of Oil Well Road. Staff recommends that the CCWSD continue to maintain, re-drill and develop, as needed, the well on the wastewater plant side and Orange Tree Wells #3 and #4 , as they remain useful for current operations and are needed to be utilized on the remaining Orange Tree wastewater treatment plant site for flushing and cleaning, and as a potable water and/or irrigation quality water supply for the Rural Lands Stewardship Area (“RLSA”). Staff will continue to operate and maintain the remaining 24.1 acres encompassing the wastewater treatment plant operations as long as needed. This facility is critical for providing service to the Orange Tree area, just as the Northeast Service Area (“NESA”) interim wastewater treatment plant will serve the RLSA. Based on developers’ forecasts, the NESA interim plant does not have enough capacity to serve both areas until the future Northeast County Water Reclamation Facility is built, necessitating continued operation of the Orange Tree wastewater plant. Through the NESA project, investment has also been made in a water storage tank and high service pumps with which to serve the RLSA. Staff will survey the approximate 3.9 acres to develop a legal description defining the actual acreage in preparation of vacating the site. Pursuant to the Agreement, with the Board’s approval to permanently discontinue water treatment operations, Staff will proceed with formal decommissioning, removal of water plant assets, site work and the required environment audit of the portion of the vacated premises, and will return to the Board if required for the approval of any agreements and Work Orders necessary to accomplish those tasks, as well as any other matters to facilitate the vacation of the portion of the water treatment plant that requires the Board’s approval. The total cost is estimated to be less than $500,000. FISCAL IMPACT: Funding for this project is available in the FY2020 Capital Budget approved by the Board September 19, 2019 but may require budget amendments to reallocate funding. The source of funds is Water User Fees, Fund (412). GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. 16.C.11 Packet Pg. 2002 02/25/2020 LEGAL CONSIDERATIONS: Sections (A) and (B) of Section 7.01 of the Agreement sets forth the conditions upon which the County is to vacate those portions of the wastewater and water treatment plants when operations are discontinued. According to staff, the CCWSD is continuing to operate the wastewater treatment plant and only the water treatment portion is affected by the provision in Section 7.01. In the above Considerations section, staff identifies those portions of the water treatment plant where operations have been discontinued and are subject to being vacated. Subject to the Board’s direction on staff’s recommendation, the Agreement calls for the County to take the following steps, at its cost, upon the discontinuance of operations: (1) the County shall perform an environmental audit relating to the portion of the treatment plant reverting to Developer in the same scope that the Developer provided to the County prior to the Integration date, (2) the County is to dismantle and remove all improvements identified by the County as no longer being used or useful in the continued operations of the water treatment plant, and (3) all of the aforementioned tasks are to be completed within 24 months from the County’s discontinuance of operations at the water treatment plant. This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board of County Commissioners, Ex-officio the Governing Board of the Collier County Water-Sewer District, accepts staff’s recommendations to permanently discontinue the water treatment plant operation, direct staff to take the necessary steps to vacate the water treatment plant portion of the Orange Tree Treatment Plant property that is no longer required by the County in accordance with the Integration Agreement, and authorize any budget amendments necessary to execute this direction. PREPARED BY: Tom Chmelik, PUD Engineering and Project Management Director Steve Messner, PUD Treatment Plants Director ATTACHMENT(S) 1. [Linked] Attachment 1 - Resolution/Agreement 2017-14 (PDF) 2. Attachment 2 - Part 1 (PDF) 3. Attachment 2 - Part 2 (PDF) 16.C.11 Packet Pg. 2003 02/25/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.11 Doc ID: 11684 Item Summary: Recommendation to approve the permanent discontinuation of operations and authorize the County to vacate the water treatment plant portion at the former Orange Tree Utility Company's treatment plant property, which is no longer required by the County. Meeting Date: 02/25/2020 Prepared by: Title: Division Director - Public Utilities Eng – Public Utilities Planning and Project Management Name: Tom Chmelik 02/14/2020 2:11 PM Submitted by: Title: Division Director - Public Utilities Eng – Public Utilities Planning and Project Management Name: Tom Chmelik 02/14/2020 2:11 PM Approved By: Review: Water Steve Messner Additional Reviewer Completed 02/14/2020 2:12 PM Public Utilities Operations Support AmiaMarie Curry Additional Reviewer Completed 02/14/2020 3:43 PM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 02/14/2020 4:39 PM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 02/15/2020 8:01 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 02/19/2020 8:30 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 02/19/2020 8:42 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 02/19/2020 8:57 AM Office of Management and Budget Susan Usher Additional Reviewer Completed 02/19/2020 9:23 AM Budget and Management Office Ed Finn Additional Reviewer Completed 02/19/2020 9:26 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 02/19/2020 11:01 AM Board of County Commissioners MaryJo Brock Meeting Pending 02/25/2020 9:00 AM 16.C.11 Packet Pg. 2004 16.C.11.b Packet Pg. 2005 Attachment: Attachment 2 - Part 1 [Revision 1] (11684 : Orangetree WTP Property) WATER PIPELINES REQUIRED FOR THE WASTEWATER TREATMENT PROCESS 12” pipe supplies water to the WWTP and is required for the wastewater treatment process. 12” pipe supplies raw water to the WWTP used for cleaning & flushing. Three pipelines continue to Oilwell Road Hydrant required for WWTP fire protection. 16.C.11.c Packet Pg. 2006 Attachment: Attachment 2 - Part 2 [Revision 1] (11684 : Orangetree WTP Property) SCOPE OF WORK WITHIN VACATED AREA Remove water tank, process building, clearwell, appurtunances and underground pipes within the vacated area. Remove pond liner. Level perimiter berm even with outer grade. Environmental audit when all work is complete. 16.C.11.c Packet Pg. 2007 Attachment: Attachment 2 - Part 2 [Revision 1] (11684 : Orangetree WTP Property) 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 TREK; 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 terns 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. 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) OTU, Orangetree Associates and Roberto Built, 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 terns 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 tine 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 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. 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 onthe4(ith 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 DISTRICT - PaVY TAYL(JK Tiairman ATTEST: DWIGHT E. BROCK, Clerk 13Y: siRnatule only.; kpprovctl a�tq Form and Legality: i 4 Appendix A to Resolution Staff Report and Transfer Documents 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 Built, 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 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 Comity 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 terns of the Transfer Documents constitute the terns 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 To provide for the public interest and welfare, section 1253401, 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 perfonned 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. M 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, Inas 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 pen -nit), 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 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 front 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 public service motivation. Given this motivational shift, it is anticipated that under County ownership, 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 Comity'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. L (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 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 (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 pen -nit. 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. Stich 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 terns of the Transfer Documents is in the public interest; that the transfer of the water and wastewater assets of OTU to 9 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 set -vice 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 Exhibit A History of Proposed Transactions 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. 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 Exhibit B Transfer Documents and Bulk Effluent Water Aereement INTEGRATION AGREEMENT By and Between Board or County Commissioners of Collier County, Florida, and as the Es -Officio Governing Board of the Collier County Water -Sewer District And ORANGE TREE W ILITY CO., ORANGETREE ASSOCIATES, and Roberto Bollt, as Successor Trustce of the Land Trust Agreement dated January 27, 1486 TABLE OF CONTENTS Page ARTICLE I. RECITALS, DEFINITIONS AND CONSTRUCTION SECTION1.01 RECITALS ............. .......... ........... _.......... .................. ............................... ...2 SECTION1.02 DEFINITIONS.............................................................................................2 SECTION 1.03 CONSTRUCTION AND INTERPRETATION..........................................3 SECTION1.04 SECTION HEADINGS...............................................................................3 ARTICLE 11. TI IE 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 COUNTYTOASSUME OWNERSHIP. .....................................................7 SECTION4.02 SURVEY ............................ ...- ..... ..... ..... ,"".......................,,......................8 SECTION 4.03 TITLE VERIFICATION..............................................................................8 SECTION 4,04 TRANSFER, ASSIGNMENT AND ASSUMPTION ................. ................. J SECTION 4.05 INTEGRATION DATE AND PLACE OF CLOSING; PROCEDURES ........................................................................ . to ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TOCOUNTY.............................................................................................1 I SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES..............I I ARTICLE VI. OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6A I CONDUCT OF PARTIES .AFTER SIGNING THIS AGREEME-N-1........ 12 A RTICLE V II. POST -INTEGRATION COMMITMENTS SECTION 7.01 TREATMENT PLANTS PROPERTY......................................................12 SECTION 7.02 FURTIIL-RASSURANCLS ,.,...,...,.•••.•..••••••••••.....................................13 ARTICLE VIII, GENEILAL PROVISIONS SECTION 8.01 TERM OF AGREEMENT ................................................. 13 13 SECTION 3.02 DISPUTE RESOLUTION........................................................ 14 SECTION 8.03 ENTIRE AGR.EEMENT............................................................................14 SEC CION 8.04 AMENDMENTS AND WAIVERS .......................................... 14 SECTION 8.05 NOTICES_ .... ... .............. ...... ............... ...... ....... ........... ...... ...... . t5 SECTION 8.06 ... PROPERTY TAXES.............................................................................. ACCOUNTS RECEIVABLE; CUSTOMER DEPOSITS .........................15 SECTION 8.07 SECTION 3.08 CONNECTION CHARGES- ....................................................................16 SECTION 8.09 . PROFESSIONAL FEES; COSTS .................................... ................ ........16 16 SECTION 8.10 I KANSITION COOItDINATION....................................16 SECTION 8,11 NOTICES; COMMUNICATIONS........................................................... ' 16 SECTION 8,12 RISK OF LOSS................•,...,,......•,..,....•.,,...........................I.. N0 THIRD PARTY BENEFICIARIES ....................................... ............ 17 SECTION 3.13 SECTION 8.14 ASSIGNMENT OF THIS AGREEMENT............................................. . ...17 SECTION 8.15 ................... BINDING EFFECT.- .. ...........17 SECTION 5.16 SEVERABILITY.......................................................................................17 SECTION S.17 EXECUTION IN COUNTERPARTS.......................................................17 SECTION 8,IS APPLICABLE LAW AND VENUE-- .....................................................17 SECTION 8.19 ATTORNEY'S FEES, COSTS AND EXPENSES.•..................................17 SECTION 8.20 INTENT; BINDING EFFECT ........................ ..................17 17 SECTION 8.21 EXCULPATION OF TRUSTEE ...................................... .... ., APPENDICES APPENDIX .A FORM OF WARRANTY DEED ............................ .......... ............................. ... A -I APPENDIX B CORM 017 ASS[GNMENT OF EASEMENTS AND RIGHTS ....................... B-1 APPENDIX C FORM BILL OF SAL ........................................... ......... .............. ....0-1 APPENDIX D FORM ASSIGNMENT OF PERMITS AND GOVERNMENT D -I AUTHORIZATIONS....................................................................................... ' L-1 .... .. . APPENDIX E EXCLUDED ASSETS, ................................................................... APPENDIX P LINES USED BY ORANGE TREK WITH. NO BILL OF SALE AND OTHER PROPERTY AND ASSETS NOT PROPERLY OWNED OR POSSESSED BY ORANGE 'FREE OR DEVELOPER .--..................... ........................................... .............._............. F' -I APPENDIX G TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT ............. &I APPENDIX 1-1 TRANSFER DOCUMENT ESCROW AGREEME=NT ................. ......... ......... 11-1 ...... APPENDIX 1 HOLEMONTES REPORT ................................................ ................. ......1-1.., J-1 APPENDIX J JOINT STIPULATION ...... .... ........ .......... ...................... -- ........... I.- ... I ... ,.. ,. INTEGRATION AGREEMENT This Integration Agreement is matte and entered into this 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 Nater -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, 1956, recorded at Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1627, of the Public Records of Collier County, Florida (collectively "Developer"). RECITALS I. The parties entered into certain "Development Agrceutents" clued 1957, 1991, 1996, 1995, 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 'Free in the Orange 'Free 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 Agreanents 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, hills of sale, warranty deeds, casements, 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. 'file 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 Pettaining to the Development Agreements; most recently including the lawsuit filed by the County in Collier County t Orange Ti cc 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 clic County ration Agreement and the Mediated Settlement ,Agreement in accord'utg to the terms of this htteg the Pending Lawsuit. S. The Board of County Commissioners of Collier County, Florida, possesses ull 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 (.)range Tree System from Change Tree to the County pursuant ur the terms of the Development Agreetnonts and this lnteeration 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,'nIEREFOREt for and in consideration of the mutual prenriscs set forth abucc Mid 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. SECl'ION 1.02 DEFINITIONS. As used in this Agreement, the following terns shall have the meanings as defined herein unless the context requires otherwise: "Agreement" metros this Integration Agreement, including any amendments and supplements hereto executed and delivoed 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 sot forth in Section 4.07 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-SewerRcgulatoy Authority. "Orange Tree System" means real and personal property used in the operation of 0range 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 11 herein. "Treatment Plants Property" means the 28 acre parcel identified in section 10.01 of Collier County Ordinance 2012-09. SECTION 1.03 CONSTRUCTION AND INTERPRETATION. (A) Words importing the singular number shall include theplural in each case and vice versa, and words importing persons shall include funis and corporations. The terms "herein," "hereunder; "'hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the tern "heretofore" shall mean before the (late this Agreement is executed; and the term "hereafter" shall mean after the date this Agreement is executed. (I3) Each recital, covenant, agreement, representation and warranty made by a party herein shall be decried 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 to 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 mcaning, construction or effect. ARTICLE 11. THE ORANGE TREE SYSTEM SECTION 2.01 ORANGE TREE SYSTEM. (A) The assets of Orange Tree and Developer to be conveyed to 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 P and which do not include those assets identified in Appendix E, including the following; (I) All fee simple real property as described in Appendix A, Warranty Deed, hecol (2) All Easements, rights of ingress and egress, tight -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 e' 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, nansmission, 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; M '1 o the. extent that they are controlled by car in the possession of O1'angc 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 sttldlesi (5) ro 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 laid 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 Govemment 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 possessiol or control that relate to the operation or maintenance of the Orange Tree System: (1) 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) plansfor engineering projects; (vi) environmental tiles; (vii) developer Files; (viii) daily operations logs; (ix) operations files; (x) any consents m' administrative orders; (xi) service and warranty records; (xii) equipment logs, operating betides, 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 ann-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 (1) 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 Trce System atter the Integration Date. Any damage to the Orange Tree System resulting from such removal shall be paid, as soon as reasonably practicable, by Orange T rec. Should Orange Tree fail ttlExcluded Assets t'eeaIe re sity nit ave the right,bunot theoblgain,(I toremovetheExcludd Assts Orange Tree's 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 retnedy conferred by this Agreenhcnt. Orange Tree shall, as soon us reasonably practicable, reimburse the County for all costs and expenses reasonably incurred by the County in connection with any Excluded Assets not removed frau the Orange Tree System by Orange Tree within the timeframe provided above, ARTICLE 111. ORANGE TREE AND DEVELOPER REPRESENTATIONS SECTION 3.01 ORANGE TREE AND DEVELOPER REPRESENTATIONS. Orange Tree and Developer represent, severally and jointly, as (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. (13) Orange Tree and Developer are duly organized, validly existing and in good standing in the State of I'lorida and arc mtthorizcd to do business in this State and possess all authority to enter into the transactions contemplated by this requisite corporate power and Agreement. (C) The execution, delivery and perlbruance of this Agreement and the consummation by Orange Tree and Developer of the transactions coutemplatcd 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 terns, except to the extent that the enforceability thereof may be limited by an applicable bankruptcy, insolvency, reoreanization or other similar laws affecting creditors' rights generally, or by tine 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 ) of Section 3,01, there are no current actions, suits or except as described in subsection (L 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 perforin 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 tiny way relate to the construction, operation or maintenance of the Orange Tree Svstem. (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. (F) There are uo existing and assignable third party warranties or ownership dOGnntents that relate to completed or in process constntction. (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, Slate and Federal requirements" as required by Section I I of the agreement dated May 28, 1991. Oil 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 to knowledge of facts advcrscly affecting lite physieal condition of the Orangc Tice System which are not readily observable or which have not been disclosed or provided to the County by Orange Tree or Developer. (1) There is no outstanding construction work in process as of the date that Orange Tree and Developer sign this Integration Agreement. (1) Subject to the exceptions set forth in Appendix F, there is no property or property right (including casements 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 Tice art Developer, or to which Orange Tree or Developer do not possess rights to use such propeny. 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 nanofiltration concentrate from Orange Tree's Water Treannent Plant (WTP) in order to achieve compliance with DEP regulations. The existing off-site disposal of the nano-ftluation concentrate was identified as tion -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 (IW) 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 (W WTP) where it would be mixed with the W WTP's effluent and the blended concentrate and effluent would be received into the existing on-site rapid infiltration basins at the IAIWTP, DEP issued the requested revision to the 1W permit on lune 9, 2016, which was contingent upon DEP's approval of a modification to Orange Tree's W WTP permit (FLA014165) to allow the blended nanofiltration concentrate to be reused in the existing rapid rate ittfilu'ation 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 Count), has indicated any intent to tinteiy challenge DEP's notice of intent to issue the WWTP permit modification. 'rile 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 1VWTP 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 off-site disposal on the County -owned parcel 110,11, 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 free 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 misicading. The above representations shall survive the Intelp-ation Date for a period of six (6) months, the fulfillment of which representations twill remain a continuing obligation of Orange Tree and Developer during such six (6) month period. ARTICLE IV. INTEGRATION OF THE ORANGE TREE SYSTFNI SECTION 4.01 COUNTY TO ASSUME OWNERShIIP (A) Tine County has notified Orange Tree of its intent to assume ownership of the Orange Tree System on the integration Date. (13) The County agrees to undertake all rights and responsibilities for services related to the Orange Tree System after tine 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) file 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, liquidated or not liquidated, arising or accruing under contract, roll, or pursuant to statute, rule.. ordinance, law, regulation or otherwise, arising or acertdng before the integration Date, regardless of when the claim is mode. Orange Tree shall remain liable for and shall pay,erfonu 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 'Free 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 atter 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 or in Appendix Tree all use o]ler applicaapplicabletr<nsferdocum Orange form sas tisfactorytoteffortsst theo m Cy AttornAttorneyPriofrye to tile Integration Date. SEC`T'ION 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 (late to the County, Orange Tree, Old Republic National Tide Insurance Company, Attorney's Title Fund Services, LLC, Nabors, Giblin &: Nickerson, P.A., or any other patlies requested by the County; mid (D) show the location of all 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 re 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 he conveyed hereunder as set forth in Appendix A and Appendix B under an ALTA fo7n 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 encumbrances or defects that affect marketability of title to he conveyed to the County, real ar personal, prior to tate 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 dte title culnmianen reflects title exceptions, die County shall 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, ASSIGNIMENT 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 assuuttption of the ownership, operation and control of the Orange "free 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 time 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 andwastewater 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 Tice System. The County will assunme 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, OrangeTree and Developer shall terminate the Amended and Restated Lease Agreement, the term of which commenced oil 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. (D) Within thirty (30) clays after the County executes this Agreement, the County shall commence all requisite action to notifv, apply for and seek the transfer of the permits and governmental approvals, if transferable, described in Appendix 1) hereof, including, hilt 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'rree, 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 thee 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 necessary acknowledge that (he transfer of permits cannot be effectuated until after the Closing of the transactions contemplated by this Agreement, and as such shall constitute a post-Integn'ation 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 pettnils shall be paid by tine respective parties. SECTION 4.05 INTEGILATION DATE AND PLACE OF CLOSING,; PROCEDURES. (A) The County and Orange Tree hereby establish the Integration Date as March I, 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 ccrtificlite 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 10 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: (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, concclivc instruments, rcicnscs, satisfactions or terminations as deemed necessary by counsel for the County; (3) Those insuvmems required by the title insurer insuring the real property set r other rights including, but not limited to, those identified in forth in Appendix A or casements O Appendix B; and 10 (E) County shall pay all taxes, fees or other charges necessary for transfer, tiling nr 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 (he 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, 3339 Tamiami Trail East, Suite 301, Naples, Florida 341 IZ, on January I of each year following the Integration Date, and until build out of the Orange '['too 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 prnjcctions. 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 Arca. 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 proi'essional engineering firm of Hole Montes has been retained and was jointly paid by the parties to audit the Orange 'Free uvater and wastewater system to determine total excess capacity over current uses of the water and wastewater system, and that on August 19, 2015, Hole Montcs 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 agreed to retain and jointly pay I tole 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 'Free water and wastewater system and the corresponding number of ERCs to which the Developer, Orange Tree nr 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 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 cone In any manner so as to unreasonably ntertere 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 fire no regulatory compliance issues affecting the Orange Tree System that are outstanding on the date of this Agreement. In the event that Orange Tice 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 thnal 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, tines, 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. (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 Tice 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 trent vent plant, the County shall perform all 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 cti ironmental 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 cost, within 24 months of the Cuumy'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, assigm, acknowledge and deliver, or cause to be executed, assigned, acknowledged and delivered, all such further documents, acts, deeds, casements, assignments, transfers, powers of attorney and assurances that are in the ownership or control of Orange Tree and Developer and as maybe 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 Ti" 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 tern of this Agreement shall commence upon approval and execution of this Agreement by the parties and shall terminate upon com eyance 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 temps 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 panics 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 Panics 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 understood that any settlement requires approval of the Board of County Commissioners of Cot Iier County and the board of directors of Orange Tree and Developer. (D) If the parties are unable to reach a mediated settlement within 120 clays of the mediator's appointment, either party may terminate the settlement discussions by written notice to the other party. In such event, either petty ntay 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 (teemed to constitute an acceptance of the interpretation or performance of the other party. SEC I ION 8.113 ENIIKit, AGREEMKN'1'. 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. Gach 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 suflicientiy 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 Gast'ranliantiTrail Naples, Florida 34112 14 With copy to: Jeffrey A. Kl:dzkow, Esq. Collier County Attorney 3299 East Tamiami Trail, Suite S00 Naples, Florida 34112 With another copy to: Paul Ullom Carton Fields 4221 West Boy Scotty Blvd, Suite 1000 Tampa Florida 33607 Brian Amtstrong, 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 tiny further or different address to which subsequent notices, ceriiricates 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 throueh the Title Agent for payment to the "Fax 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 clue 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 tinder this Agreement. (C) The County, Orange "Free and the Developer agree that customer confusion conceming 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 sane billing cycle previously used by Orange Tree. The parties agree that the Integration Dade is March I, 2017. To avoid customers receiving two bills, one from Orange Tree and one from the County, 1'or 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 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 (5,10) for each such payment. (D) Orange Tree shall credit till customer deposits and accrued interest against the final billing statement rendered by Orange Tree to its customers. (E) If Orange Tree receives a payment ager 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) Suva collected by Orange Tree iu the oidiiwry coupe of busioczn 1161 fULUIC connections to the Orange Tree System in the form of contributions in aid of construction, refundable advances, connection charges, Including capacity, deferred standby roes and service availability charges of any type (collectively referred to heroin as "Connection Charges") up to the Integration Date shall remain Orange Trcc's sole and separate property. (B) All sums collected after the Integration Date relative to the use of, or connection to, the Orange Tice System shall be paid to the County, with no claim of Orange'Ii-ce therefore. SEC'I'ION 8.09 PROFESSIONAL FEES; COSTS. Lach party has been responsible for securing its oven 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 h:msition 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 shalt 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 'free and Developer shall tinnely 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 ennsideration 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 cast of any 16 repairs to the Orange Tree System that may be required by casualty dtunage. The risk of loss during the said period of time shall fall upon Orange Tree. The tisk 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 it 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 its 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 more to the benefit of the patties, 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 1N 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 for 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 attomcy'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 attomey 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 identity, specify and cant' 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 anylbing 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 or oily portion thereof, are nut intended to impose, and shall nut 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. is LV WITNESS WHEREOF, the Bowd 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 In regrition Agreement to, tae executed and delivered this?.L4Way of January, 2017. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS TILE GOVERNING BODY OF COLLIER COUNTY AND THE EX -OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT ATTEST: DWIGHT F. BROCK, Clerk BY: Dcputy Clerk Attest as r n .J $1pature only., Appr BY: Jeffr Coat BY: pennyTaylor, C airman 19 IN WITNESS WHEREOF, Orange Tree Utility Co. has caused this Integration Agreement to be executed and delivered this _ day of January, 2017. WITNESSES: Siguat re Sim-" rtv A Eva __---- Printed Name 4 jj llw, �; P' Signature Printed Name STATE OF FLORIDA COUNTY OF COLLIER ORANGE TREE UTILITY CO_, a Florida Corporation (L.S.) f�ignahu'e IWGi L-ir> ZP LA n Printed Name �ptL�stdEN'i ~ — Title The foregoing instrument was acknowledged before me this _ day of 2017, by 'Roa.45rr-m an _T- as at behalf of Orange Tree Utility Co., a Florida corporation, who is X personally known to me, et- — „t„ t,1_-PKKI Y 1AAA1/1,nIt t'1 0 jkwel Iave-- Signature of Nbillry Public lLtv„tP.�9.�,.� Q nAgijyyvr Printed Name of Notary Notary Public -State of Florida Commission No.: 20 + *" "z1AypEkRcED*WM If(CCW nW#FF9M0 �; P' D�111E8:'k"2k2011 lorddThN/kYR putl6lhdu�tM Y 1AAA1/1,nIt t'1 0 jkwel Iave-- Signature of Nbillry Public lLtv„tP.�9.�,.� Q nAgijyyvr Printed Name of Notary Notary Public -State of Florida Commission No.: 20 IN WITNESS WHEREOF, Orangetree Associates has caused this Integration Agreement to be executed and delivered this ,_day of January, 2017. WITNESSES: StFnatur STU �-- AT,l IG— Printed Name Signature NndA J Printed Name Signature STe-r-✓t,JtC- Aw ',- . Printed Name Ignature i�ol,At t Pia t1 -I - Printed Name 21 ORANGETREE ASSOCIATES, a Florida General Partnership (f/k/a Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partner.-.. tgnature a V"e k C" nied Name �E5'1 ozr lc Title By: ENTERPRISES OF HOLLYWOOD, INC:., a Florida corporation as Geuei artner By: t l- i�tahue Qty¢ ru o %u -G` _ Printed Name PrLi3tiotvJ tf Title STATE OF FLORIDA COUNTY OF COLLIER The foregoing instnuncnt was acknowledged before Inc this _ day of January, 2017, by Vu&at-Tv Ej;ui t' , i's ^"� �L�=�^�— on behalf of Springhill of Collier County, Ina and Enterprises of lloilywood, lnc., Florida corporations, as General Partners of Ortmgetree Associates, raho is personally known to me, or who has produced as identification. t VOR p�tAk �n �, ioi9 1,. 7.><'' brNdttw taw htlo txdMwAn Signature of Notary Public VAw P -` P, TZ pq-1 LN Printed Name of Notary Notary Public - State of Florida Commission No.: [N NN71TNESS 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 Agrecmcnt to be executed and delivered this — day of January, 2017. WITNESSES; tu are Signal re !j Printed Name Sign �ture Printed Name 22 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 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of January, 2017, by Roberto Bollt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, who is personally known to —preduced _—as-i�trftsation. q�iYPFIRCETIgitltlON Signature of NE Lary Public rvcxaat�.vaort��wsn �a;a.�u,mtf luomd7Tn �yry lvtotkdrrAn "4 'I�i>oPr1�G� " ° Printed Name of Notary Notary Public - State of Florida Commission No.: 23 Exhibit C Exhibits From OTU Annual Reports CLASS "A" OR "B" WATER and/or WASTEWATER UTILITIES (Gross Revenue of More Than $200,000 Each) OF Orange Tree Utility Co 418W 1 419S Certificate Numbers Submitted To The Inc. Collier County Government O zn n t 13V, V�, Collier County Water and Wastewater Authority FOR THE YEAR ENDED DECEMBER 31, 2015 Form PSCIWAW 3 (Rev 12199) CERTIFICATION OF ANNUAL REPORT UTILITY NAME: orancie Tree Utility Company. Inc. YDEAeRmObFer REPORT 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 Fonda 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 2gencies 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 lot the period presented and other information and statements presented in the report as to the bushloas affairs of the respondent are true, correct and complete for ho pe.•!nd for which it represents. Items Certified------------- �tfi x> (x) tx� (x(s nalur_of the chief ex cutve er of the utility) 1, 2. 3. 4. ( ) ( ) ( ) ( ) (signature of the chief financial Officer of the ullllty) • 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 lite appropriate area to Inc left of the signature NOTICE: Section 837.06, Florida Statutes, provides that anv 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 YEAR OF REPORT December 31, 2015 UTILITY NAME: Orange Tree Utility Company, Inc. PARENT / AFFILIATE ORGANIZATION CHART Current as of 12/31/15 nd aries the y. The Complete below ,tan organizational betweenhat he utility anws ldparents the affiliates listed 'on E-7f E-10(a)tand E-10(b). E-5 YEAR OF REPORT December 31, 2015 UTILITY NAME: Orange Tree Utility Company, Inc. BUSINESS CONTRACTS WITH OFFICERS, DIRECTORS AND AFFILIATES tered into during the calendar year other List all contracts, agreements, and other business arrangements' en directorr and pondent and office than Page E nsati addition tlp ovide'the salme information w th respect to pro essional services for each firm,listed partnership, or organization with which the officer or director is affiliated. =AN)T(ADDRE8SNAME OF OFFICER, IDENTIFICATION OF AMOUNTDIRECTOR OR AFFILIATE SERVICE OR PRODUCT (c) fhl including time spent with lawyers. Business Agreement, for this schedule, shall mean any oral or written business deal which binds the g year r future rfir and/or other parties for priproducts of es will benefit from the ces ringarrathe emepo the officeroor director years. showeverr,, acting onh the ph his behalf or for the benefit of other companies or persons. E-7 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 affliation$ 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, trusteb, partner, or a person exercising similar functions. PRINCIPAL NAME AND ADDRESS OCCUPATION AFFILIATION O OR BUSINESS OR F AFFILIATION NAME AFFILIATION CONNECTION OR CO (N, CTION (a) (b) (e) Roberto Bollt President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 Stephen G. Lowitz Vice President Orange Tree Utility N PO ExecutiveFL Drive, Unit 110 E•8 �OFREPORT UTILITY NAME: Orange Tree Utility Company, Inc. BUSINESSES WHICH ARE A BYPRODUCT, COPRODUCT OR JOINT PRODUCT RESULT __ ,..,.winimr; 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 andlor sewer service. Tes of buil neslses would be orange grovesu'res the business for which the use of utility land and facilities. Examples of these tyP P t along with the associated revenues nurseries, tree farms, fertilizer manufacturing, etc. This would not include any assets are properly included in Account 121 -Nonutility Prop. Y and expenses segregated out as nonutility also. ocvCw iES E BBOOK COST USINESS OR OF ACCT. I REVENUES I ACCT SERVICE ASSETS NO. GENERATED NO• CONDUCTED (d) (e) E-9 EXPENSES ACCT. INCURRED I NO. YEAR OF REPORT December 31, 2015 EOrange Tree Utility Company, Inc. UTILITY NAM . BUSINESS TRANSACTIONS WITH RELATED PARTIES cumulative amount of $500 in any or partnership List each contract, agreement, h other business transaction exceeding a ane year, entered into between the Respondent and a business or financial organization, firm, P ,ne ye r, pages E-2 and E-& identifying the parties, amounts, dates and product, asset, or service %ar .u. ad Part 1. Spec1, Enter in this part alllltransactionsin volt' ng servicesdand prod provided ` received or provided. 2. Below are some types of transactions to include: - material and supplies furnished management, legal and accounting - leasing of structures, land and services equipment computer services - rental transactions engineering & construction services -sale, purchase or transfer of repairing and servicing of equipment various products DESCRIPTION AGREEMENT (r'')urcna, or or SERVICE ANDIOR NAME COMPANY NAME OF PRODUCT DATES (S)old OR RELATED PARTY fb) (c) E -10(a) AMOUNT UTILITY NAME: orange Tree Utility Company, Inc. BUSINESS TRANSACTIONS WITH RELATED PARTIES Part il. Specific Instructions: Sale, Purchase and Transfer of Assets 1. Enter in this part all transactions relating to the purchase, sale or transfer of assets. 2. Below are examples of some types of transactions to include: - purchase, sale or transfer of equipment. - purchase, sale or transfer of land and structures. purchase, sale or transfer of securities. - noncash transfers of assets. - noncash dividends other than stock dividends. - writeoff of bad debts or loans. YEAR OF REPORT December 31, 2015 3. The columnar instructions follow: (a) Enter name of related party or company. (b) Describe briefly the type of assets purchased, sold or transferred. (c) Enter the total received or paid. Indi- cate purchase with "P" and sale with "S". (d) Enter the net book value for each item reported. (e) Enter the net profit or loss for each item (column (c) - column (d)). (f) Enter the fair market value for each item reported. In space below or in a sup- plemental schedule, describe the basis used to calculate fair market value. K OR I ONAME R RELATED COMPA PARTY I DESCRIPTION OF ITEMS I PUPR CESE VALOUE I LOSS VAL E EAO(b) UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE BALANCE SHEET - ASSETS AND OTHER DEBITS YEAR OF REPORT December 31, 2015 ACCT, NO. (a 101-106 ACCOUNTNAME (p) Utility Plant UTILITY PLANT REF. PAGE (c F-7 CURRENT YEAR (d) $ 10,023,550 PREVIOUS YEAR (a) $ 9,959,758 (4,349,864) (3,904,236) 108.110 Less: Accumulated Depreciation and Amortization F-8 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 6,055,522 121 OTHER PROPERTY AND INVESTMENTS Nonutility Property F-9 122 Less: Accumulated Depreciation and Amortization Net Nonutility Pro ert 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 131 CURRENT AND ACCRUED ASSETS Cash 256,860 192,041 132 Special Deposits F-9 133 Other Special Deposits F-9 134 Working Funds 1,421,397 1,474,154 135 Temporary Cash Investments 56,765 54,258 141-144 Accounts and Notes Receivable, Less Accumulated Provision for Uncollectable Accounts F-11 145 Accounts Receivable from Associated Companies F-12 146 Notes Receivable from Associated Companies F-12 (77) 151-153 Materials and Supplies 161 Stores Expense 10,633Ed 162 Prepayments 171 Accrued Interest and Dividends Receivable 172' Rents Receivable 173` Accrued Utility Revenues 5,889 174 Misc. Current and Accrued Assets F-12 Total Current and Accrued Assets 1,751,467 1,736,519 Not Applicable for Class -BUtilities F -1(a) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE BALANCE SHEET - ASSETS AND OTHER DEBITS ACCT. NO. (a) ACCOUNTNAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 181 DEFERRED DEBITS 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 $ 7792 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) UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE BALANCE SHEET - EQUITY CAPITAL AND LIABILITIES YEAR OF REPORT December 31, 2015 ACCT. NO. (a) ACCOUNTNAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 201 EQUITY CAPITAL 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) 221 LONG TERM DEBT 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 Accounts Payable 112,303 66,251 Notes Payable F-18 F234 Accounts Payable to Associated Co. F-18 780,797 630,797 Notes Payable to Associated Co. F-18 Customer Deposits 99,375 114,601 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 Tor (Nass b U11111'e5 F -2(a) Total Deferred Credits 261 1property Insurance Reserve neous Operating Reserves Total Operating Reserves 271 lContributions in Aid of Construction Aid of Construction Total Net O.I.A. C. 281 Accumulated Deferred Income Taxes - Acceleraled Depreciation 282 Accumulated Deferred Income Taxes - Liberalized Depreciation Total Accum. Deferred Income Taxes TOTAL EQUITY CAPITAL AND LIABILITIES F -2(b) 150 F-22 I 11,556,292 1 11,490,424 __7,608,715 I 7,924,63 $ 7,425,153 $ 7 792241 YEAR OF REPORT December 31, 2015 UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE BALANCE SHEET, EQUITY CAPITAL AND LIABILITIES REF. CURRENT PREVIOUS T. ACCOUNT NAME PAGE YEAR YEAR (e) , (b) (o) (d) [1251 DEFERRED CREDITS Unamortized Premium on Debt F-13 150 c_on 150 _ Total Deferred Credits 261 1property Insurance Reserve neous Operating Reserves Total Operating Reserves 271 lContributions in Aid of Construction Aid of Construction Total Net O.I.A. C. 281 Accumulated Deferred Income Taxes - Acceleraled Depreciation 282 Accumulated Deferred Income Taxes - Liberalized Depreciation Total Accum. Deferred Income Taxes TOTAL EQUITY CAPITAL AND LIABILITIES F -2(b) 150 F-22 I 11,556,292 1 11,490,424 __7,608,715 I 7,924,63 $ 7,425,153 $ 7 792241 Depreciation Expense F -3(b) 437,766 445,628 403 Less. Amortization of CIAC F-22 (363 653) (381,787) Net Depreciation Expense 74,113 63,841 1 rom than CIAC) WIS•3 143,975 156,190 Utility Operating Expenses .....2 .,384,984 2,209,927 Net Utility Operating Income (585 001) (270 938) Total Utility Operating Income [Enter here and on Page F -3(c)] ( 585 001 " For each account, column e should agree with columns f, g + h on F -3(b) F -3(a) YEAR OF REPORT December 31, 2015 UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE OPERATING STATEMENT REF. PREVIOUS CURRENT ACCT.PAGE ACCOUNT NAME YEAR YEAR' (e) N0, (d) (c) (a) UTILITY OPERATING INCOME $ 1 799 983 $ 1,938,989 400 Operating Revenues F -3(b) - 469.530 Less: Guaranteed Revenue and AFPI F -3(b 1,799,983 1,938,989 Net Operating Revenues Depreciation Expense F -3(b) 437,766 445,628 403 Less. Amortization of CIAC F-22 (363 653) (381,787) Net Depreciation Expense 74,113 63,841 1 rom than CIAC) WIS•3 143,975 156,190 Utility Operating Expenses .....2 .,384,984 2,209,927 Net Utility Operating Income (585 001) (270 938) Total Utility Operating Income [Enter here and on Page F -3(c)] ( 585 001 " For each account, column e should agree with columns f, g + h on F -3(b) F -3(a) COMPARATIVE OPERATING STATEMENT (Cont'd) WATER SCHEDULE W-3' (f) SEWER SCHEDULE S-3' (9) OTHERTHAN REPORTING SYSTEMS (h) $ 1,017,445 $ 921,544 N/A _ NIA 1,017,445 921,544 - 973,786 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) NIA Total of Schedules W -3/S-3 for all rate groups F -3(a) YEAR OF REPORT December 31, 2015 UTILITY NAME: Orange Tree Utility company, Inc. COMPARATIVE OPERATING STATEMENT (Cont'd) REF. PREVIOUS CURRENT ACCT. PAGE YEAR YEAR NO. ACCOUNT NAME (d) (c) (e) (a) (b) 270 938) Total Utility Operating Income [from Page F -3(a)) $ 001) `?__-- dRevenues From Merchandising. Jobbing and Contract Deductions Costs and Expen chandismg, Jobbingand Contract Work Interest and Dividend Income 421 Miscellaneous Nonutility Revenue Total Other Income and Deductions 408.20 Taxes Other Than Income 409.20 Income Taxes A^ n o. ,,;�;� fir Deferred Income Total Taxes Applicable to Other Income 427 lInterest Expense remium on veui Total Interest Expense 433 lExtraordinary Income ncome Total Extraordinary Items NET INCOME )me: F -3(c) A24 09_'–'–"_— .—__909 ---- F-19 ' 333 333 1 UTILITY NAME: Orange Tree Utility Company, Inc. SCHEDULE OF YEAR END RATE BASE YEAR OF REPORT December 31, 2015 ACCT. NO. (a) ACCOUNT NAME (6) REF. PAGE (c) WATER UTILITY (d) WASTEWATER UTILITY (e) 101 Utility Plant In Service F-7 $ 3,054,247 $ 6,966,601 Less: Nonused and Useful Plant (1) (2,541,307 (0 385 977) (1,808,557) 108.1 Accumulated Depreciation F-8 110.1 Accumulated Amortization F-8 (3,170,315 ) Ll 50 271 Contributions in Aid of Construction F-22 252 Advances for Construction F-20 Subtotal (1,924,775 (3,960,68 272 Add Accumulated Amortization of Contributions in Aid of Construction F-22 1,354,395 2,593,182 Subtotal (570,380) (1,367,501 114 Plus or Minus: 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 il RATE BASE $ (66,354) $ 979,452 NET UTILITY OPERATING INCOME $ (40,311) $ (230,627) ACHIEVED RATE OF RETURN (Operating Income I 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 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT December 31,2015 SCHEDULE OF CURRENT COST OF CAPITAL CONSISTENT WITH THE METHODOLOGY USED IN THE LAST RATE PROCEEDING (1) CLASS OF CAPITAL (a) DOLLAR AMOUNT (2) (b) P7CAPITALRAE WEIGHTED COST [c x dj (e)Common Equity Stock Long Term Debt Customer Deposits Tax Credits - Zero Cast Tax Credits - Weighted Cost Deferred Income Taxes Other (Explain) $ 100.00 % % % 6.00 _ % % % % % % % % 6.0000 6.00 % o%Preferred ° % % 99,375 % — Total $ 99,375 100.00 % (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 rales APPROVED RETURN ON EQUITY Commission Return on Equity: 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 \ / § ) G LU § ( } / \ § § LL \a§ :a§a «em )((<\ —zw \&_ §§ 2 ) k\(« ( 2j$ \\� [E \§» )(\z ? � a ) }({(\]t\} aa° f){a/2/\� LL YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 UTILITY PLANT nA Ann ACCT. NO. (a) f1V Vvv,�•v DESCRIPTION WATER (b) (cj Plant Accounts101 Utility Plant In Service $ 3,054,247 •v. SEWER (d) $ 6 966601N!A OTHER THAN REPORTING SYSTEMS (e) T;OrAL $ ,020,848 102 Utility Plant Leased to Others Property Held for Future Use Utility Plant Purchased or Sold Construction Work in Progress 103 $ J x 104 2,702 2,702 105 106 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. REPORTINGF NO. DESCRIPTION WATER SEWER SYSTEMS TONAL Plant Acquisition Adjustment Total Accumulated Amortization Total Acquisition Adjustments NIA NIA $ - y w $ $ J x `s UTILITY NAME: Orange Tree Utility Company, Inc. NOTES PAYABLE (ACCTS. 232 AND 234) YEAR OF REPORT December 31, 2018 DESCRIPTION OF OBLIGATION (INCLUDING DATE OF ISSUE AND DATE OF MATURITY) INTERESTPRINCIPAL Due to Cypress Commercial Development AMOUNT PER BALANCESHEET ANNUAL R(AbT)E FIXED OR VARIABLE* NOTES PAYABLE (Account 232): N/A o� $ o� 0% o� o� o� Total $ 780,797 Total Account 232 $ NOTES PAYABLE TO ASSOC. COMPANIES (Account 234): a/1 U/ N/A O/ o/1 o� o/1 Total Account 234 For variable rale obligations, provide the basis for the rate. (i.e.. Prime +2%, etc) ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES ACCOUNT 233 ..M .. nl n ohlo nAfAf P�\/ DESCRIPTION (a) TOTAL (b) Due to Cypress Commercial Development $ 59,679 Due to Orangetree Associates 721,118 Total $ 780,797 F•18 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 W & WW OTHER THAN SYSTEM Fcredits IPTION WATER SEWER REPORTING TOTAL a) (b) (c) (d) (e) year $ 3,132,403 $ 8,358,021 N/A $ 11,490,424 ing year: 37,912 27,956 65,868 Less debits charged during Total Contrlbutions In Aid of $ 3,170,315 $ 8,385,977 $ _ I $ 11,556,292 Construction I OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCUMULATED AMORTIZATION ACCOUNT 272 W & WW OTHER THAN SYSTEM DESCRIPTION WATER SEWER REPORTING TOQAL ( ) (a) (b) (c) (d) Balance First ofyear ------ $ 1,245,144 $ 2,320,645 N/A $ 3,565.789 109,251 272,53 381,787 Debits during year: Credits during year (specify): —. (1) Rounding Total Accumulated Amortization of Contributions In Aid of $ 1,354,395 $ 2,593,182 $ 3,947,577 Construction F-22 UTILITY NAME: Orange Tree Utility Company Inc. YEAR OF REPORT SYSTEM NAME f COUNTY: Orange Tree Utility /Collier December 31, 2015 SCHEDULE OF YEAR END WATER RATE BASE ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (o) WATER UTILITY (d) 101 Utility Plant In Service WA(b) $ 3,054,247 Less: Nonused and Useful Plant (1) (1,808,557 (3,170 315) 150 W -6(b) 108.1 Accumulated Depreciation 110.1 Accumulated Amortization W-7 271 Contributions in Aid of Construction F-20 252 Advances for Construction Subtotal (1,924,475 272 Add: Accumulated Amortization of Contributions in Aid of Construction W -8(a) 1,354,395 Subtotal (570,080 11 or Minus: Acquisition Adjustments (2) F-7 121,723 382,303 F-7 Accumulated Amortization of Acquisition Adjustments (2) F115Plus Working Capital Allowance (3) Other (Specify): Prepaid CIAO WATER RATE BASE $ (66,054) UTILITY OPERATING INCOME W-3 $ (40,311) HIEVED 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 UTILITY NAME: Orange Tree Utility Company Inc. SYSTEM NAME I COUNTY: Orange Tree Utility, f Collier WATER OPERATING STATEMENT YEAR 107 REPORT December 31, 2015 ACCT. NO, (a) ACCOUNT NAME REF. PAGE WATER UTILITY 400 UTILITY OPERATING INCOME 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 _ F-14 407 Amortization Expense (Other than CIAC) 408.10 Taxes Other Than Income Utility Regulatory Assessment Fee 30,911 408.11 Property Taxes 25,809 22,813 408.12 Payroll Taxes 408.13 10ther Taxes & Licenses 79,533 408 Total Taxes Other Than Income 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 1 Investment Tax Credits Restored to Operating Income Utility Operating Expenses 1,057,755 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) W-3 GROUP UTILITY NAME: Orange Tree Utility Company Inc SYSTEM NAME I COUNTY: Orange Tree Utility / Collier WATER TREATMENT PLANT INFORMATION Provide a separate sheet for each water treatment facility Capacity of Plant (GPD)! 750,000 Location of measurement of capacity (Le, Wellhead, Storage Tank): _ of treatment (reverse osmosis, ientation, chemical, aerated, etc): Nano Filtration Membrane rating (i.e., GPM, pounds gallon): and size of area: (in square feet): (in GPM/square feet): Lime Treatment FILTRATION Manufacturer YEAR OF REPORT December 31, 2015 N/A Manufacturer ' N/A Manufacturer W-12 GROUP SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility / Collier I December 31, 2015 CALCULATION OF THE WATER SYSTEMS EQUIVALENT RESIDENTIAL UNITE METER SIZE (a) TYPE OF METER (b) EQUIVALENT FACTOR (c) NUMBER OF METERS (d) TOTAL NUMBER OF METER EQUIVALENTS (c x d) (a) 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 11/2" 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 CONNECTION: 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) / 365 days 1350 gallons per day ) ERC = 119,808,000 Total gallons, divided by 2,203 Avg Customers, divided by 365 days 149 gpd/ERC W-13 GROUP SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company Inc. SYSTEM NAME /COUNTY: Orange Tree Utility / Collier OTHER WATER SYSTEM INFORMATION YEAR OF REPORT December 31, 2015 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 Fre Flow capacity? NIA If so, how much capacity is required? N/A 7. Attach a description of the fire fighting facilities. Aurora 8-841178 Cenlifu al 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. NIA b. Have these plans been approved by DEP? N/A a When will construction be N/A d. Attach plans for funding the required upgrading. NIA e. Is this system under any Consent Order of the DEP? NIA 11. Department of Environmental Protection ID It 511-4085 12. Water Management District Consumptive Use Permit 4 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 SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company Inc SYSTEM NAME / COUNTY: Orange Tree Utility / Collier SCHEDULE OF YEAR END WASTEWATER RATE BASE NO. ACCOUNT NAME 101 I Utility Plant In Service Nonused and Useful Plant (1) 272 1 Accumulated Amortization of Contributions in Aid of Construction Subtotal PAGE YEAR OF REPORT December 31, 2015 UTI LITY S -6(b) (2,541,307 S-7 (8,386 977 F-20 (3,960,68 (1 367 501) 114 Acquisition Adjustments (2) F-7 115 Accumulated Amortization of Acquisition Adjustments (2) F-7 Working Capital Allowance (3) 127,015 Other (Specify): 2,219,938 Pranaid CIAO WASTEWATER RATE BASE $ 979,452 UTILITY OPERATING INCOME S-3 $ (230,627) ACHIEVED RATE OF RETURN (Wastewater Operating Income/Wastewater 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. S-2 GROUP UTILITY NAME: Orange Tree Utility Company, Inc.YEAR OF REPORT SYSTEM NAME /COUNTY: Orange Tree Utility / Collier December 31, 2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 DESCRIPTION (a) REFERENCE (b) WASTEWATER (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 CIAO 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 UTILITY NAME: Orange Tree Utility Company Inc. SYSTEM NAME /COUNTY: Orange Tree Utility/ Collier YEAR OF REPORT December 31, 2015 WASTEWATER CIAC SCHEDULE "A" ADDITIONS TO CONTRIBUTIONS IN AID OF CONSTRUCTION RECEIVED FROM CAPACITY, MAIN ruAanFc RFCFIVFD DURING THE YEAR EX ENSivn svvu wo DESCRIPTION OF CHARGE (a) --- NUMBER OF CONNECTIONS (b) --- CHARGE PER CONNECTION (0(d) AMOUNT Capacity Fees 29 $ 964.00 $ 27,956 _ 1 Other Debits (specify): Rounding Total debits 272,537 Credits during year (specify): Total credits Balance end of year $ _2,593,182 Total Credits $ 27,956 _ ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION (a) WASTEWATER (b) Balance first of year $ 2,320,645 Debits during year. Accruals charged to Account 272,536 _ 1 Other Debits (specify): Rounding Total debits 272,537 Credits during year (specify): Total credits Balance end of year $ _2,593,182 S -8(a) GROUP 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 . nnrveo�rrc con nn IAWIru -eau nR PRr1pFRTY WAS RECEIVED DURING THE YEAR CVNIrWl I VRJ DESCRIPTION (a) INDICATE "CASH" OR "PROPERTY" WASTEWATER Total Credits $ S -8(b) GROUP YEAR OF REPORT UTILITY NAME: Oran e Tree UtiliCom an , Inc. December 31, 2015 SYSTEM NAME / COUNTY: Orange Tree Utility J Collier CALCULATION OF THE WASTEWATER SYSTEMS EQUIVALENT RESIDENTIAL UNITS TOTALNUMBER NUMBER OF METER TYPE OF EQUIVALENT OF EQUIVALENTS METER FACTOR METERS (c x d) SIZE METER Ic) (d) (e) (a) 1.0 2,234 2,234 All Residential 1.0 5/81, Displacement _26 314" Displacement _ 15 17 —�— 25 6 15 11. Displacement 3 15 1 112" Displacement or Turbine _ 5.0 8.0 4 32 2° Displacement Compound or Turbine 15.0 1 15 3" Displacement 3" Compound 16.0 3" Turbine 17.525.0 7 5 75 4" Displacement or Compound 2'.0 3 4" Turbine 30.0 6.. _ Displacement or Compound 50.0 61, Turbine 62.5 — 160 Compound 80.0 2 8 90.0 B" Turbine 101.Compound 115.0 I W Turbine 145.0 12" Turbine 215.0 Total Wastewater System Meter Equivalents 2, 572 .r....-_�=a— 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) 1 365 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 p, NOTE: Total gallons treated includes both treated and ( 141,500,000 / 1956 Avg Customers) / 365 days (SFR gallons treated) S-11 GROUP SYSTEM Orange Tree Utility gpd/erc FI UTILITY NAME: Orange Tree Utility Company Inc YEAR OF REPORT SYSTEM NAME f COUNTY: Orange Tree Utility /Collier December 31, 2D15 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 Perc Ponds Method of Effluent Disposal (1) Basis of permitted capacity as stated on the Florida DEP WWTP operating Permit (i.e. average annual dally flow, etc) (2) Contact stabilization, advanced treatment, etc. 5-12 GROUP SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company YEAR OF REPORT Inc. December 31, 201 SYSTEM NAME /COUNTY: orange Tree utility / Collier 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 Maximum number of ERC's - which can be served Present system connection capacity (in ERC's') using existing lines. 4,144 Future system connection capacity (in ERC's') upon service area Estimated annual increase in ERC's' . Unknown at this time due to Describe any plans and estimated completion dates for any enlargements or improvements of this system. If the utility uses reuse as a means of effluent disposal, aftarh a list of the reuse end users and the amount of reuse wided to each, if known. NIA If the utility does not engage in reuse, has a reuse feasibility study been completed? If so, when? Has the utility been required by the DEP or water management district to implement reuse? if so, what are the utility's plans to comply with the DEPT N/A f When did the company last file a capacity analysis report with the DEPT 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 Tulles. b. Have these plans been approved by DEP? N/A a When will construction begin? NIA d. Attach plans for funding the required upgrading. e. Is this system under any Consent order of the DEP? NIA of Environmental Protection ID # FLA An ERC Is determined based on the calculation on the bottom of Page S-11 S-13 GROUP SYSTEM Orange Tree Utility Appendix B to Resolution Schedule of Rates and Charges 174 RESOLUTION NO. 2014 - A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, Y OF COLLIER COUNTY AND FLORIDA, TXX OFFICIOTHE GOVERNING BO ARD 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 hrdex (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 Cormnissioners 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 OF COLLIER COUNTY AND EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT, THAT: The Board of Cowrty Commissioners, after an advertised public hearing, 1. Accepts the Consultant and staff's recormnendation 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 Unifonn 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 set -vice 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`_-'— 2014. ATTEST: DWIGHT E. BRO.CK, CLERK By:• Attest as0 C I([ll Deputy Clerk signature Approval as to form and legality: � colt R. Teach Deputy County Attorney BOARD OF COUNTY COMNI1SSICNEIRS OF COLLIER COUNTY, .FLORIDA,, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX- 'OFFICIO THE _ GOVERNING BOARD OF HE COLLIER COUNTY WATER SFWER DI5T12ICT POBUC UTILITIES DIVISION COLLIER COUNTY WATER -SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A - FEES, RATES AND CHARGES SCDEDULE I - DfSTRICP-W IDE WATER AND W ASTEN'ATER RATES Pave I of 3 1. WATER E. t P 6! al Ra n121 Mee hl,ly Rales 111 EReaOve E@r0 E@Hire Ewfm October 1.1044 Odvber ), 3015 Odv0ec l,)oI4 100 0.)012 WATER SLllV1C.E pASE CRARGLS (Ilmidm0al, Bldti fnmily, Cvmmertltl, nd (,I,.&o Ooh') Meter 311.3 5193] 520.19 511.19 SB" 1913 20.19 21.19 11.61 42.47 6134 46.11 1" 38.92 51..'12n 56,41 39.31 l 4938 80.88 ".92 89.11 I4-In.,R" 1110 116.96 111]1 I19.98 115.48 M4.V0 244.44 25B.'16 r' 215�1] 402.96 41.16 6v 356.6538o MIS M.10 BD.]b 83335 6" 2091'1 3 1334584-58 139611 1.46.16 8. I,i]2.61 2331.0 3}K.IS 2,663.46 10" 619.9.4 ],0119 3,169F3 }1 6 3136 11" 1T3 ;36 VOLUME. Cr1ARGEPER I.MO GALLONS (Rnldupal M.itl.mliy, C.mmerdel ..d [rt)BvtlOa Dey)4.A2 II.44 .T] 3].91 ea pl1 3.46 3.91 4 4.11 438 i plwkl 444 539 558 3RL 0loa3 6.M 659 493 33) RIoa1 135 2.90 9308.1a ploek 5 9.fiT 1034 11.01 11.61 ploa6 ,L RAIE9TRUCTURE RP Ide01W, M•IO.mily, Cvmmemi.l .ed lrriA•Uo• Ody) C...m.l.vploa flb dvfCdlowl plvek1 111=k2 pl-k3 131r 4 pl=k5 phv-A Over e.1 01.5 filo 10 II to30 111.30 11.50 OI'<f 50 SB" J/4" 01.5 111.20 21.30 3I050 761.120 Over 110 1" 161.10 0.11 511015 BI 11120 121 Io200 O ' 11/4„ 21.40 410W 0.20 21460 1.BO 51.100 1011v 150 1511.350 ,250 416" 0w]5 36.W QIoflO 81Iu1W 1611n 160 34/10403 N00,44 0ve 01060 01.90 W 161 (0310 511. 480 481 w 900 Over 900 5 4" 11.120 1311.250 2511. 00 1211. 501.900 1,001.2$00 BOD lv 1,200 2,7011.4$ a` 33W 6,. 011.1 Otv 150 151. SW "11.1000 IMI Io 3,300 3,101.7.W (NerA 400 fl„ OIe4W IAI. 30110/150 2,651 QOI. 1,000 10" .1,40 ,451.800 w4pw Ow 1,615 1,0'16.;150 3,151.1}00 wI' 4.301.6}W 4}01 <v 6,450 5,<51 to 11000 Over 11,000 lI" III Ad.,(ed by Rm.l.tibv Na 2OI I-0. Oedobm lel Of or. tical Yur i0d1u1raL 121 Rafe. beeOv. eRvaly. wIW tE. fl. (.11 bllliag qde for.mviu rc.derW ov .vd.Ro PUBLIC UTILITIES DIVISION COLLIER COUNTY NATER -SEW ER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDIN-INCE APPENDIX A - FEES, RATES AND CHARGES SCHEDLI F I DISTRICT -WIDE WATER AND WASTEWATER RATES Pace 2 "I'-- 2. IJ- 1. WASTEWATER WASTEWATER SERVICE RASE CHARGES (Reid.H.L M.lar..Ry' .ad Ce. -W) VOLUME CHARGE PER 1,000 GALLONS IRmid-fi4 Molffamiy,.xd CemmcrcW) AR U.oee 131 EAW., TTemM R.m.III P pmNE 01 Rmm Rj EW, 1,2 ER 1,2 oRr 1,2 ERmave O<rob<r 1, 2012 paol+r 1, 2014 October 1,2015 Oo - 1,2-16 S1b.96 52936 530.63 531.37 26.94 3936 3081 37.37 6135 66.76 70.10 73.61 7L52 85.59 89.87 9436 I ISSI 129.18 135.61 141.13 18736 104.11 21432 Mu 341.0 378.88 397.53 417.71 96.40 628.28 659.69 692.61 1.14569 1,151.07 1,314.67 1380.40 1,81565 2,Oo0.86 2,100.90 2,20$.95 3.191.9 2,55139 1,766.65 3,954.98 4.871.93 531694 5,581.79 5.861.93 U." 54.13 5434 111Ad;p 67 Rmolodon Na 201130. 121 Rab to hmme eft<cdvc xili the MI PAI billie8 Udc for.enin reedued on u,d .Ncr Ocrober 1.4 of ncE fuavl re r iodinkd. 111 Meemy3mr ;ax ly mde.m.dd-, m., <E.eBn.re nPP<d .11;0-o Mem. 54.56 CAp. PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER -SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A - FEES, RATES AND CHARGES � %v . rrpu ra ATRR Page 3 of 3 I onrxTnrTr F 1 - WATER AND W. 3. Fire Systems (Dedicated and Compound): I (a) Fire Meter (i) Fire Service meter size will refer to the largest diameter meter register installed for fire protection. I (it) 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. I (b) Volume Charge (t) Per 1,000 gallons 4. Water Restriction Surcharge: Percent Reduction Goal Flow Charge Rate Water Shortage Phase* In Overall Demand Adjustment Percenta 15% Phase 2 -Severe 30% 300/6 Phase 3 - Extreme 45% 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 mouth following the revocation or lifting of the restrictions. 9 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 l Exis ng Proposed Monthly Rates 121 Monthly Rates Effective Effective Effective Effective 10/1/2012 10/1/2014 loll/2015 - 1011/2016 SERVICE BASE CHARGE Meter Size 35.90 S6.43 56.75 $7.09 5/8" 5.90 6.43 6,75 7.09 3/4" 12.89 14.05 14.75 15.49 1„ 26.97 29.40 30.87 32.41 I-ll2" 53.84 58.69 61.62 64.70 2„ 106.58 116.17 121.98 128.08 3„ 213.16 232.34 143.96 256.16 4„ 405.14 441.60 463.68 486.86 6„ 735.37 801.55 841.63 883.71 8„ 1,176.82 1,282.73 1,346.87 1,414.21 10" 1,752.92 1,910.68 2,006.21 2,106.52 IZ" VOLUMETRIC CHARGE PER 1,000 GALLONS Customer Type: $035 50.38 $0.40 50.42 Bulk 0.45 0.49 0.51 0.54 Pressurized 0.88 0.96 1.01 1.06 Pressurized and Distributed Appendix A to Integration Agreement General Warranty Deed Record anti Return ta: William C. Garner Nabors, Giblin & Nickerson. P.A. 1 500 Mahan Drive, Suite 2_00 Tallahassee, FL 31308 (850)224-4070 GENERAL WARRANTY DEED (Lift Station Sites) THIS GENERA[. WARRANTY DEET) effective as of the _ day of , 2017, by 11013ERTO BOLLT, as Successor Trustee pursuant to that Land Trust Acreement dated January 27, 1956, 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 COUN'T'Y, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COi\1MISSIONERS OF COLLIER COUNTY, FLORIDA, as the Ea -OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY VVATER-SEWER DISTRICT ("Grantee"). whose mailing address is 3339 Tamimni I -rail Bast. Suite 301. Naples Florida 34112, WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valti 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 mid more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Properh,"). TOGETHER with all of Grantor's right, title and interest in all witer 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" _ , 2017, by (described in that certain integration Agreement dated __ ___ _ and between Grantee. Orange'l-Tee Utility Co., Orangetree Associates and Grmuor) together with all additions thereto (the "Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any tray 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, richt and lawful authority to sell and convey the Property; that Grantor 1: 11.00CS 7097204 5 12129/ I h 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, laths, 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: PrintName: 61E-FP-rtt(7 MWaK.k-Bv_ Pr nt Name: :�� 1 P, :T— I it STATE OF FLORIDA COUNTY OF COLLIER RoXr(6 Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1956, as recorded in OK Book 1347. Page 2331, of the Public Records of Collier Count-,,, Florida, as amended Grantor The foregoing instrument was acknowledged and subscribed before ntc this _ clay of _, 201_, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1956, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, ort behalf of the trust. who v is personally known to meas-id4nt'f'cau`m and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: rri.Oocs X197104 5 1:1_9116 LIMhV1"Yt. � r t.uv W�UU---- NOTA Y PUBLIC f}{' r wy comma"Y I FFVQ7681 eY �j 0�tE8:.AlM1t,�pt0 ':•� tF%� Bar>td 11+v WAY N* rri.Oocs X197104 5 1:1_9116 LIMhV1"Yt. � r t.uv W�UU---- NOTA Y PUBLIC JOINDER The undersigned, [)eine all of the partners comprising the general partnership known as Orangetrec Associates, the sole beneficiary tinder that Land Trust Agreement dated Januar 27, 1956, 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 Hoard 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 or 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 -- WITNESSES: Print Name: SnE�a lE h d et----_– ry-_ Print IInle:S�FA"�lE M�4Q,kux'"'-- �('Q Print Name: r111.UDO 7lµ)72W 5 !1291lh ORANGETREE ASSOCIATES, a Florida general partnership: Byt Springhill of Collier Count)', tile., a Floridn corporation, as General Partner Print N• me: "-017 rrT Its: 4aer , h1c — By: Enterprises of Hollywood, Inc„ a Florida corporation, as General Partner By Its: STA-rE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this d.p" of 201 , by eapatn ro Oawr asi of Springhill of Collier County. Inc., a Florida corporation, on behalf of the corporation, as the general partner of Orangetree Associates, a Florida general partnership, on behalf ottie-ad partnership, wbo X is personally known to me car-- _ ardentifcats+rand wbo acknowledged to and before me d same freely and voluntarily for the purposes therein expressed and under that he caocutc t e c authority duly granted to him by said corporation. N,lv Contntission Expires; r�,.��;.,MNI �..; .',•�i,•:' I STATE OF FLORIDA COUNTY OF COLLIER NOTAR 'PUBLIC The foregoing instrument was acknowledged and subscribed before me this _ day of 201_. by 2t,,_. yt^rC � U, as -tem of Enterprises of 1-1011ywoud. Inc., a Florida corporation, on behalf of the corporation, , general partner of Orangetrec Associates, a Florida general partnership, on behalf of the partnership. Who st is personally known to me av—= prodtteed---- ~— idaatificat'tert and who acknowledged to and before me that he executed the sante freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: r",^, YPFAPCE 71i0fWt�w Al �t�i pAlbEt� t r WC�plt�pl/iri616�1 • '� ;.1ur 2420/1 � tlonYdtFN tbWYP U 1:1 1.I)OCS 709720 1 S NOTA Y PUBLIC EXHIBIT "A" THE PROPERTY ITLDI')O 704204 5 iYN/16 �e 0ASIA <TWKXmuw `•L,L .Q i� j'.�Il.w�r rc. m �F `� t y4F 2 al�wm� 1 (�� 2ek e4i <�'I 1=r�l?U r.I. lA Ty <4V^GO E" QQ py Off'"J N�mw7 •9 �b . p Q -e h N4 > � Lih:O ld 2�. m�,��t�nUUJ 101,0.1 O 44�$yyab4�uE�4<�:o`.:<�ha irr`2V. 4t o W UPI Z~�<`` rc4 <hS4U(0��1y<pOUR!uV I"� i N�OLI]4<'4<<^a,100a01{� 11101 O ''S.m' 2(��hC�� ti $ fbyhitY 4�M1 w, N 4:q W NIutl '3nrclas a h.NOrE,, �tmmi h4�r J�o �a��x�6�N}4h"'h F<ih wg`�yUh3€h>€N hw �, y'`z ��,&�wgw ��hpwm �r 'too � gam'. ti y��l'S � ENo7I- .:20 [trl [ hU U2 �h I t4 Www'^ C w , c'�rc u�E'It'°i'3a"fh�;n pop aeLi u. nS,�3XlW UG'G'List %2S u2N OU R 4.i hw£`.�67 W�i�'i�1 ii NX7 U z42u1�m u 0 lil Ila 8 ,Q C m i r`_l U0. �� `I• I �z .j f4i n too) k�gg o mA Za hI`; � ppulp p �a king a �Nqh to 81 3 oil ='o� z ,l n R s Yh� tidy [L <i. X14 F^ WWL`I G'C�iV41 ((cc G J4 >U �a rnw 2 wwS q -4a ��x <y� Wmi`•`am`4" n �h w < p^h 4d ori Ue��U >.e2i Nit�U W4m oa O�4i>SGM�2�y tart,\l N N u U ti� US"yl <} li N��y{yIyn�I� ; OA 4 L 0 r <S 1) a �5 I ai W iltll � p4i F (F II E D. Y%ow � 4 gyp. 4 h W � J'" ,. CSA of d C O � pOU i top r <S 1) a �5 I ai `I\I.� iltll II E D. Y%ow � 4 gyp. 4 h W J'" r <S 1) a �5 I ai itecnrd and Return lo: William C. Garner, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Fl- 32308 (850) 224-4070 GENEILkL WARRANTY DEED (Utility Site) THIS GENERAL WARRANTY DEED effective as of the _ day of leunutl 2017, by ROBERTO BOLLT, as Sri 'essor'1'rustcc pursuant to that Land `Crest Ag' 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 Dr subdivision Suite 110 tile Naples. Florida 34119 ("Grantor"), and COLLIER COUNTY, a political State olorida, and THE BOARD OF COUNTY COM11iiSSIONER5 OF COLLIER f F COUNTY, FLORIDA, as Ute EY -OFFICIO GOVERNING BOARD OF "IHE COLLIER COUNTY WATER -SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail Gast. Suite 301, Naples Florida 34112. WITNESSETHi 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, successorand assigns forever, situated in oWn and mores sParticularly described lnlltExhiill bit n"Andattached hereto land icr nctorp rated herein a as t(tile "Properh'" )• TOGETHER with all of Grantor's right, title and interest in all 4yeter and wastewater supply, distribution, treatment, storage, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with tile `Orange Tree e ' 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, SUB,IECT TO THE, FOLLOWING RIGHTS IN FAVOR OF GRANTOR, ITS SUCCESSORS AND ASSIGNS. THIS GENEIIAL WARRANTY DEED HAS BEEN EXECUTED IN CONNECTION rrLDOCS 70971,97 S 12/29/16 WITH THAT CERTAIN INTEGRATION AGREEMENT DATED 2017, BY AND BETWEEN GRANTEE, ORANGE TREE UTILITY CO. (,,OTU"), )+ AGREEMENT"). EMENT"). ASSOCIATES AGRANTOR TO SECTION 7,01A) OF THE INTEGRATION AGREEMENT, AT SUCH TIME AS GRANTEE IN ITS SOLE DISCRETITHE ON DISCONTINUES ER TREATMENT PLANT OR ANYIPORTION THEREOF LOCAOTED ON DINT THE "TREATMENT PLANTS PRO PERTY+' DESCRIBED IN 'I'llE INTEGRATION AGREEMENT (A PORTION OF WHICH IS DESCRIBED ON EXHIBIT "A"'1'O THIS RS OR , EFFECTS THE DEED), AND G NC OF THF EA,S.n7 NT.S REQUIRITS ED P RSU NTITOSSECTION 10.01 OF COLLIER COUNTY ORDINANCE 2012-09, A COPY OF NYHICH 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 GRAN'1'ORTHAr SUCH OR, ITS ACTIONS ARE COMPLETE. THERE 12AN`I'E[ SHAILTCON IQY TOGRANTOR OF T(O R ITS SUCCESSORS OR ASSIGNS, DESIGNEE) THE VACATED PORTON OF THE'CREATMFN T PLANTS PROP \'ITH BY STATUTORY COUNTY DEED (SECTION 125.111, FLORIDA STATU"TES), TITLE IN THE 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, AGREEMEN'T'S, PLAT'S 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 RT FEES THEREON FULLY PAID. THIS PROVISION SHALL BE DEEMED APPURTENANT UPON ERTIAND BE BOG COVENANT RNallITOPROP NANTSUCCESSORSND 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 slmple; that vey hereby fully �rarrants the title tto thelawful writy ill defesell nd the sante aga nst the lawfuy� that l claims of all persons whomsoever. excepting building restrictions, zoning regulations, laws.. ordinances7 resolutions, regulations and orders of any govenunental 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 casements. 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 rn.nors 10�01xi iV2Wt6 manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. PTLDOCS 7097187 12/29!10 Of IN WITNESS HEREOF, Grantor has caused this General Warranty lleed in savor Grantee to be executed in its name, aproper nd its corporate seal to be hereunto affixed, by p p' officers hereunto duly authorized, the day. month and year Post above w tten. J ,A4 w1TNr-.sscs: J �- t1v // lcJchv� Successor Trustee R 0 Bollt, a. runt N line: —`TELA=�! v� pursuant to that Land Trust Agreement crated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collicr County, Florida. as amended Grantor runt Alnme� ��'�,�-�-�1-�--i�G-� STATL' OF FLORIDA COUNTY OF COLLIER The foregoing instruent as acknowledged and subscribed before me this ____ _ day of m`v 201 , by Roberto Bollt, as Successor Trustee pursuant ro that Laud frust Agreement dated .lanuary 27, 1986, as recorded in O.R. Book 1347, Page 2,331, of the Public Records of Collier Count)'. Florida. as amended, on behalf of the trust. who _�_ is Ny-FdentttivAl4on- personally known to mevoh — 1�dueed-� and wlro acknowledged to and before me shat he executed the same freely and uttarily for the purposes therein expressed. Nly Commission Expires: 17,111A) g 7097181 t 1229/16 I � I � ThWIiN^ U vv� NOTARY PUBLIC f 9Ell ��N-MI piglkdw7i� 17,111A) g 7097181 t 1229/16 I � I � ThWIiN^ U vv� NOTARY PUBLIC JOINDER Che undersigned. being all of the partners comprising the general partnership kno«'n as Orangeu'ee 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 Built 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•Offcio GoNerning 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 mty beneficial interest thereunder. I)at cd as Of: — __.--= 201_. WITNESSES: Print Name: rinName: 4STETAni0 PAame: _ IJG1�ISIL t Print Name:: >; "T- — IrtNume:_j21�kL1� FTLDOCS 70971 87 5 t V206 ORANGETREE ASSOCIATES, a Florida general partnership: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner -� Print Nyaihc: its: �2E �,Y2c f1C By: F,nterprises of Ilollywood, Inc., a Florida corporation, as General Partner fJ / J Pr" flame: Its: t ilk rrJ STATE, OF FLORIDA COUNTY OF COLLIER The foregoing instrument w•as ack towledged and subscribed axkuole this day of _ 201_, by �Rp2,P'tX E�'c� r----. of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangctrcc Associates, a Florida general partnership. on behalf of the partnership, who !�_ is personally known to ore -or— — -- ° d dultirl a km and %\'ho acknowledged to and before me 1 ! sone freely and voltill (juily for the purposes therein expressed and under that he execute( t le authority dull granted to him by said corporation. Ahs Commission Expires: J�,�T K11(BEALYPfNCE FF 96�f }� �DP4HkJW MN1V „a,� iud.annt+�r�+*uvann.�. s'rATE OF FLORIDA II"V)v A u) 2 3%m NOTARY PUBLIC COUNTY OP COLLIER 'rhe foregoing instrument was acknowledged and subseribedtbefore rile clay of _ 201_, byt7gl-t3� £�owtis -- of Enterprises of 1lollywood, btc., a Florida corporation, on behalf of the corporation, as genes( partner of Orangetrce Associates, a Florida general pmtnership.. on behalf of the partnership, ah� X is personally known to me or _J I d+ ---samfreely and e — retenH�rje86on and who acknowledged to and before ma that he executed the voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: mm] UJt1LVN�lk YPUBLIC EXIIIBI'T "A" THE PROPERTY PARCEL 1: 1VATER 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 SOUTl1 LINE OF SAID SECTION 14, ALSO BEING THE CENTERLINE OF OIL WELL ROAD (STATE ROAD S-858). NORTH 89 DEGREES 53 MINUTFS 08 SECONDS WEST 169354 FEFT; 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 'TILL'• POINT OF BEGINNING OFTHE UTILITY SITE HERL-IN 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 FLET; THENCE SOUTH 01 DEGREES 49 MINUTES 15 SECONDS WEST 562.53 FEFT; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 850.00 FEET; THENCE SOUTH 00 DEGREES 06 MINUTES 52 SECONDS WEST 500.00 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 FFET TO THE POINT OF BEGINNING. BEARINGS ARE 13ASED 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 OP OIL WELL ROAD (C.R. 858)2 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 BOOP: 2229. PAGE 1049, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 87 FI LDOCS 7097187 i 1 Nn9n 6A- I 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 RIGI-IT•OF-WAY LINE AND ALONG THE WEST LINE OF SAID LANDS NORTH 02 DEGREES II N41NUTES 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. CLEARINGS ARE BASED ON STATE PLANE COORDINATES FLORIDA ZONE EAST, 1983 DATUM, (1990 ADJUS'rNIEN'I') AND 'i'I-IE SOUTH LINE OF SECTION 14 AS BEARING S.87048'27"W. fl'l.l)OCS 7097187 S 1'✓29116 G\II(_ BIT `13" SECTION 10.01 OF ORDINANCE Inns PURPOSE Pl'LpOcS 711971 R7 5 12!21Wlb Record and Re(unt (o: William C. Garner, Esq. Nabors, Giblin R Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee. FL 32308 (850)224-4070 GENERAL,VARRANTY DEED (Two Potable Nater Wells, Grant of 50' Mainlcnanee Gasemenl for Wells and Grant of Roadway and Pipeline Easements) THIS GFNFRAI, WARRANTY DEED effective ;Is 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 2331t of the Public Records of Collier County, Florida, as amended, s+fiose jading address is 4500 Executive Drive, Suite 110. Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, it political subdivision of the State of Florida, and THE BOARD OF COUNTY COR4AIISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX -OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamianti 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 "Properv'). "TOGETHER ss°ith 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 ((he `'Maintenance Easement Area"), for the limited purpose, by Grantee, of maintaining, repairing and replacing (tvititout 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 tween Grantee, Orange Tree Utility Co, and Agreement dated 2017, be 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 sante location) water pipes, if any, under the Fl LDOCS 7097188 5 12129!16 Roadway and Pipeline Easement Area which currently serve the hyro (2) existing wells, and for ingress and egress to and from the Property and the Maintenance Fasement 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 casement 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 "Waler 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 Arca and/or the Roadway and Pipeline Easement Area for work performed fol; or at the direction of, or by anyone claiming by, tfurough or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Cantor, its successors and assigns, harmless from and against any and all claims, demands, actions; entrees of actinn., liahilities. 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 casement rights hereunder; and (iii) to promptly repair any damage to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Arca, 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 Casement 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 casement provisions shall be deemed or construed, either by the parties hereto or by any third pmly, to create a relationship of principal and agent or to create any partnership, joint venture or other association between the parties. No delay or onnission 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 Properly. 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 Properly; that Grantor hereby fully warrants the title to the Property and will defend the same against lite 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 PTLDOCS 7097188 ? 12f1N%16 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 whieh. to Grantor's actual knowledge. impair or restrict, in any material as of the date of this General Warranty Deed. manner, the current use of the Property 11 r DM'S 70971 RR 5 12C9/16 IN WITNESS WHEREOF, Grantor has caused tlus General Warranty Deed in favor of Grantee to lie csecuted in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duh' authorized, the day, month and year first above written. WITNESSES: _--- Print arae: sTEt'w at6 npa �e¢ Print Name: STATE OF FLORIDA COUNTY OF COLLIER Rob6iio Bollt, as Successor Trustee pursuant to that Land Trust Agreentettt dated .January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended Grantor The foregoing instrument was acknowledged and subscribed before ute this __ day of 201by Roberto Bollt, as Successor Trustee pursuant to that Laud "frust Agreement dated Januatti27, 1986.. as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the tru�t�t'I fCatiotn personally known to me or _ prod�— und who acknowledged to and before ute that he executed the same freely and volwttarily for the purposes therein expressed. N,ly Conunisioa ENpires: ... /%`�r i.,,". �.,.a� rrrVicEntar+rt" mwweaeaarrr�a p�wfkdnl4�Dn e�attNaarrawaura..�. F'fLUUCS 7077188 12,29116 wt 4o,t NOTARY PU LIC Jo1Nl)GR The undersigned, beim 'Lill of the partners comprising the general partnership knoNvn as The a tree Associates, the sole beneficiary under that Land `I'nlst Agreement dated January 27. the li 19S6,recoedeiLb.R�inttin and consent t3 thelforeg inbgcGene als%vatranityrD ed grantedby as amended. Roberto Bolli as or of Success sustee Of ti OftileSite of iFl ridat11and atile Board r. tofl'Count)' Collier Counh�, a political Co CommissionOf ers Collier Di tr Count),, u tt)Grml�daand firths as die certify t oGrantee tthatBoalhT the undcrsitile 6 d constitute all of the partners of the sole beneficiary under said Land Crust t\greemciu and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: — 2)tl l – WITNF.SSL-S: Print Name:�a iname� t ^ I t P t ' : PrirnteNa: `�reFa�r� ,v\�2rct2 PrintName: i:rj :KS 7097 188 5 122129116 ORANGETREE ASSOCIATES, a Florida general partnership: By; Springhill of Collier County, Inc., it Florida corporation, as General Btu; Enterprises of HollyNt'ood, 'tie" a Florida corporation, as General V—t,n Y STATE OF FI:ORIDA COUNTY OF COLLIER day of The foregoing instnunent was tic and subscribed before Me tliit�sst— ---- of Spr f Collier Cototy, Inc., a Florida corporation, as on behalf of the corporation, he --produced general partner of OrangetrcclAss°dates. yFlorida general partnership, on behalf of the me partnership, who ntil+=ft4m and Who acknowledged to and before nue that he executed the same frecly and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: �... •m`NEI 0 FF t t7 STATE OF FLORIDA NOTAI Y PUBLIC COUNTY OF COLLIER 'rhe foregoing instrument was acknowledged and subscribed before utz this day of 201 by tzaa_rx v,�k I' as po— t lialf of the partner of ses C Hoel Associates, anl'londa gerida neral paortncorship, on behalf of tile eral Corpolpartnersh paas rtnership. Who _x is personally known to me car—=--i�r<,e4aced ij�.p }it)n and who acknowledged to and before ntc. that ri executed the same frn by and roluntarily for the purposes therein expressed and under authority duly granted to him h} said corporation. Ntv Commission Gx fires: '"mn '�itsro�a �� yd�p�yygxm lA+dw�+ �itDOCS 70971Nft 5 6 T\C)'r,Al�l PL EXHIBIT " TIIE PROPERTY DESCRIP'T'ION OF T 'O EXISTING A 7LL SITES: F LDOC 17U97M5 i vn/ I GA- > \ ( \!\y;•G/§(\ ) , © §y a « 4e&! t \ ( EXHIBIT _A- " SKETCH OF WI -'LL SITES See Exhibit "A" Abovc v rI.DOCS 7097189 5 1?^4l16 EXHIBIT "A-2" ILLUSTRATION OF 2S' NIAINTENCE EASEMENT TO MAINTAIN AND REPAIR NVELLS AND ILLUSTRATION OF ROADWAY AND PIPELINE EASEMENT AREA FIIDOCs 7{ 971 na > 12.29/16 i ° it r i� N 00Y10'07' II' ` a onbeg 23N $ o- 50.0o' 4z, � a» 6q��v4 �414Zj 4a iTw, h W nh y � <byyg 3 V'GO q4w� :j �•w W ti r. 2 r.ee`. i�id $ R q try 1.. h1U�_O4 egti< < i 2 Uv hWGi 4! xr4r (` °� SPO �i�40gomomy Y1 P � u K'h'p O Y itl u0 o ip 1m II'9f YI 35YHd - 41111 Z1,41t . ON, dMo VLJe]lYA Nq 9 IONa If m w ^ W +� CUSi C Y \ �W`L 2 dam UZZ W Wve mlz. v\ �{ W m 15g \ / \ N \ I< I \ v, ,5 G t6 N \ Z9 \ g a 0000'0% E I Oq 15 ,q� h h__ 6'� Yi ci 1 n� wh C h I' N 00.00.07' IV 50.00' II °� �aI1 � A ct¢ e�mhl i��&o Wh. Si �C e N y N '" az Wlzh'�+IzmSod`c'i " g.:Z��ffi 2 pp ��V a�ti0 q00� W � ..� ��a22@2�wlptlflS`I`(S W � `R S,ZO 3p40Sy.��OO SO h u�4� 7 Q; x Nali4 21-21 Gff all~,IJI, I.: e'ti w• � �§��W` �(( U l�ph I_4..p VUGInh{.1� k ry' �•b'C'6 r<� 6 1 � 2 Or --'lei <WI�,u�34nYip4a'+< ^�I Jmr 1 , y e\i4 �OedQ�v wuuoi a-0 v� � u a"�'� ROADWAY AND PIPELINE EASEMENT AREA AND LEGAL DESCRIP'CION OF ROADWAY AND PIPELINE EASEMENT AREA F] LDOCS 7097 INS $ 11r+n,1 . .RHODES & RHODES LAND SURVEYING, 2NC. 4WOO DOMTA ORdADEDILI M' SUnT #107' .DOA7TA 61ItL\06 !I.ORIDd 3'IX rtoNb,(tr7,ra--81W JFA (AV)Aoscr70 LEGAL DESCRIPTION A PORTION OF SECFION 23, "TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, TIEING 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, VALE'N'CIA GOLF AND COUNTRY CLUB - PHASE I A, ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 .AT PAGES 36 THROUGH 41 (INCLUSIVE) OF THE PUBLIC RECORDS OF COLLIER COUN'T'Y, FLORIDA; T'HLNCE SOUTH S7048'20" WEST, ALONG THESOUTHERLY RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD, A DISTANCE OF 219.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE SOUTH 02035'19" EAST, A DISTANCE OF 96.26 FEET; THENCE"- SOUTH 57031'55" WEST, A DISTANCE OF 388.50 FEET: *THENCE NORTH 02028'05" WEST, A DISTANCE OF 16S7 FEL'T- 'I-HFNCF ROIITH 9R`OT05" \VFST. A DISTANCF. OF 68.39 FRFF'I':'I'HFNCE. SOUTH 65011;35" WEST, A DIS'T'ANCE OF 36.85 FEET; THENCE SOUTH 42019'05" WEST, A DISTANCE OF 162.41 FEET; THENCE SOUTH 68037'33" WEST, A DISTANCE OF IOS.03 FEET; THENCE SOUTH 87010'21" WEST, A DISTANCE OF 159.31 FEET; THENCE SOUTH 4303507" WEST, A DISTANCE OF 28.97 FEET; THENCE SOUTH 00000'07" EAST, A DISTANCE OF 134.34 FEET; THENCE NORTH 89059'53" EAST, A DISTANCE OF 5.66 FEET; THF.NCF SOUTH 00000'07" FAST, A DISTANCE OF 152.04 FEF'\-; THENCE SOUTH 89059'53" WEST. A DISTANCE OF 195.56 FEET; THENCE SOUTH 44059'53" WEST, A DISTANCE OF 28.28 FEET; THENCE SOUTH 00000'07" EAST, A DISTANCE OF 165.05 FEET; THENCE SOUTH 53044'57" WEST, A DISTANCE OF 178.12 FEET; THENCE NOR I'll 00000'07" WEST, A DISTANCE OF 16.08 FEET; TIIE-NCE SOUTH 89059'53" WEST. A DISTANCE OF 11.90 FEET; THENCE NORTH 53044'57" EAST, A DISTANCE OF 145.09 FEET; THENCE NORTH 26052'25" FAST, A DISTANCE OF 35.68 FEET; THENCE NORTH 00000'07" WEST, A DISTANCE OF 17490 FEET; THE NCE NORTH 59059'53" EAST, A DISTANCE OF 19i36 FEET; THENCE NORTH 44059'53" EAST, A DISTANCE OF 29.03 FEET; THENCE NORTH 00000'07" WEST, A DISTANCE - OP 111.52 FEET; THENCE SOU I'll 89059'53" WEST. A DISTANCE OF 6.18 FEET; THENCE NORTIi 00000'07" WEST, A DISTANCE OF 17336 FEET; THENCE NORTH 87010'21" EAST, A DISTANCE OF 175.08 FEET; THENCE NORTH 77053'57" EAST, A DISTANCE OF 39.48 FEET; THENCE NORTH 68'37'33" EAST, A DISTANCE OF 57.09 FEET; THENCE NORTH 55028'19" EAST, A DISTANCE OF 38.95 FELT; THENCE NORTH 42019'05' EAST, A DISTANCE OF 166.19 FEET; THENCE NORTH 88004'05' EAST, A DISTANCE OF 425.17 FEET; 'THENCE NORTH 44001'59" LAST, A DISTANCE OF 28.76 FEET; THENCE NORTH 00000'17" WEST, A DISTANCF. OF 43.19 FEET; THENCE NORTH 87048'20" EAST, A DISTANCE OF 37.05 FEET TOTHE POINT OF BEGINNING. CONTAINING 46.012 SQUARE FEET OR. 1.056 ACRES, MORE OR LESS. rAorange tragi golf course plaI\F..ASEMENTS FOR WELLS0016-535-I luLdoez Pngc I of 2 Appendix B to Integration Agreement Assignment and Assumption of Easements Prepnr.d by and return to: William C. Gamer, Esq. Nabors, Giblin & Nickerson. P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 (850) 223-1070 ASSIGNMENT AND ASSUMPTION OF EASEMENTS 'PHIS ASSIGNMENT AND ASSU\4I''1; 17 b`i'O; nge Tr e 1-1Stil ty Co.,�taeFlorida made tile-2�{ day of S� r") and Collier corporation 0subdidis mve �of tl>crive,�Stateo. lof Florida, and jlapleslrthe Board of County Commsovers County, a political of Collier a cullty 9 Florida, i s"f tile Px-Offti tte Ci . NtapleslBoardor 3411 12 Collier 'County \\'atcr- With Orange Associates and its Trustee WHEREAS, Assignor: together �' °Developer"), has agreed to convey to Assignee certain water and wastewater facilities located in Collier County, as more particularly set forth therein; and of the eater and WHERF..AS, Assignor has further agreed to effectuate the conveyance Wastewater facilities by documentation necessary to assure marketable, clear and unencumbered title to the facilities at the time of conveynd maintains and operates certain of its facilities ance; and \\'HEltEAS, Assignor has constructed a 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 WHFRF,AS, Assignor intends to assign, and Assignee intendsto accept, all right, title and interest in said easements which are described in Ex f it 'A u = � ' NO\V, THEREFORE, in consideration of the mutual promises, COood'and representations, and agreements contained herein, together for 510and other 6 valuable consideration. the receipt and sufficiency of which are hereby aacknowledged, the parties agree as follows: 1, Assignor hereby quit claims, conveys and assigns unto Assignee, its successor's ie and assigns, all right, uackt of\,ledge and deliverst of ttany sulch further tinstruments or documents as agrees to do, execute, . may be leis n jecl,neces try tooca'le' utrms1tof tllatctcertain1efntegrationclAereivment dated Ass �a Z�{ 2017, by and between Assignor, Orange Tree Associates and Assignee (the "Integration Agreement"). P'RDO C's 7097191 5 12/29/16 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth herein from Assignor and assumes the performance, oUligations, duties and liabilities of Assignor, if any, under the Casements as of the date hereof. As of the date of this Assignment, Assignor's obligations and responsibilities to act under the Caseluents shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Casements, 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 Taws of the State of Florida. Nothing herein shall be construed to waive any defense of sovereign immunity' that Assignee may Uc 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 stlPPlements the Integration Agreement. In the event of any reference rn' and this Asst between the Integration Agreement nnrl the provisions set fnrlh Therein, and those provisions which arc set fork in this Assignment, the documents shalt, to the extent to he read together and to he consistent reasonably possible, be interpreted as having been intended 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) P'i'LWCS 70971915 12129/ 162 1Uimess ST�7Fft'�0� Nv-'P� Printed Name ---oT Witness 12D Printed Name STATE OF FLORIDA COUNTY OF COLLIER ASSIGNOR:: Kober Bollt, as Pres ent of Orange Tree Utility Co., Date signed by Seller The foregoing instrument was acknowledged and subscribed before we this _ day of , 201, by Roberto Bout, as President of Orange Tree Utility Co., a Florida corporation, who 4, is personally knOW"1 to me or _—Proch�eed rsatten and who acknowledged to and before me that ie executed the same freely and voluntarily for the purposes therein expressed. Nly Commission Expires: 11 LIX)CS 7097191 5 12/29/163 4'w "L, 2. Tkq-".iyv- NotaryNotary Public til'h4 r'� p1yCOM MON h10PNt01t Mrcaa+usae0rraM fJJA 11 LIX)CS 7097191 5 12/29/163 4'w "L, 2. Tkq-".iyv- NotaryNotary Public ASSIGNEE: BOARD OF COUNTY COMD4ISSIONERS COLLIER COUNTY, FLORIDA. AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX -OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY. WATER -SE -EZ, 1STRICT BY: Name; PENNY YLOR — Chairman ATTEST: DWIGHT E. BROCK, Clerk BY: . Deputy .. e p"ttest a App r� � i � ittct_r6c Jeffrey A. Klmzf ow County Attq'ncy!,, I°1'LDUCIC 1097191 S i �rsv.•iv4 ,EXHIBIT "A_' GASI✓MENTS 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 I Records Book 2449, Page 2438 of the public Company, recorded in Officia records of Collier County, Florida. 2. That certain Utility Easement, dated January 30, 2004, by The Estates at T\wineagles, 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 Boot: 3550, Page 2162 oPthe public records of Collier County, Florida. 3. That certain Grant of Easement, dated June 15, 2006, between The Estates at -fwin Eagles. Ltd., Grantor, and Orange Tree Utilitv Co., inc., Grantee, for a lift station . site on Bramble Ct., Thin 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 Tile 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.. T Lwin Eagles Phases 2 and 213, recorded in Ofticial 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 Twincagles 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 orEasemcut (Palmetto Ridge High School), dated July 9, 2004. between he Distict ier County and Orange 'free recoil dtin Officialc ial Records Bookool Board 3648, IpublicUtility Co., 3648,Page 0208 of tile or 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. S. Unrecorded Grant of Easement, dated October 8, 2003, between District School Board of Collier Count)' and Orange Tree Utility Cc, (attached as Exhibit "E" to PrLDUCS 7097191 5 A- i 1217916 ntent, dated the sante date and between the same that certain Developer's Agree parties). That certain Easement, dated April 29, 1999, by Waterways Joint Venture and T hetree Utility Company, recorded in Official Records Book 2542, Pagc 1'863 at cor the public records of Collier County'. Florida,Florida as emznt, dated July 18, 2000, by 'Waterways .Joint Venture 10. That certain Et [l and recorded in Official Records Book 2702, Pagc 2672 Orangetree U asCompany, r County, of the public records of Colliet}'. Florida. I LThat certain Easement, dated July l8. 2000, by Waterways Joint Venture II and Orangetree Utility Company recorded in Offie al Records Book 2702, Page 2646 a. of the public records of Collier County, 998, by Waterways joint Venture and 12.That certain Easement, dated April 24, 1 Oeree Utilirecords "parOf llicr Cow tdj'i Ofidaal Records Book 2413, Page 1688 of thepublic 13.That certain Easement, dated February 1, 1999, by Waterways Joint Venture and orange Utility Company, recorded in Ofcal Records Book 2512. Page 2>22 of the public records of Collier Count),, Florida. I4.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetrcc Utility Compan}'> recorded in Official Records Book 2608, Page 0205 of the public records of Collier County, Florida. er%'VaYs Joint 15.That certain Ea ),any recorded eor ed inober 8lOfficial Records Book 2609, Pagea02 7 Orangetree Utility P of the public records of Collier County. Florida, 16.'Chat certain Utility Easement, dated October 4, 1997, by Waterways Joint Venture and' Vater\vays of Naples llotneotvners' Association, Inc.. collectively 1 grantor, and Orangetrc1,Uctre` t�a 1tof Collier recorded in Official Records Book 2317, Page 0738 cil'the pt 17.That certain Utility Easement, dated March 25 1997, la}' Waterways Joint Venture and Wer cues L til a lesp recorded in official Records collectively ords Book2299. pager and Oratg 0670 of the public records of Collier County, Florida. 18. Intentionally deleted, F rl.uocs 1097 191 4 A.2 1.12911G 19. All other easements, rights of ingress and egress, right-o1'-way tttltizations and other access rights of any Rind throughout the "Orange Tree Service Area" (described in the integration Agreement) which are needed to construct, operate and maintain the "Orange "free System" (described in the Integration Agreement owned or possessed by Orange Tree or Developer, as defined herein, recorded or unrecorded, which are to be assigned by them and assutned by Countgt in accordance will' the Integration Agreement, but only to the extent and area now located within any real property now owned by Orange 'Free or Developer within the orange 'Free 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 pail 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- rt or tile way, utilizations and other access riehts for the Collowing con'p nes Iift M1sCat ons, Orange Tree System: lines and pipes, wells, pumps, p p pumping and booster stations. power and telemetry lines, telemetry towers, storage o tile Facilities, disposal facilities and fire hydrants. Notwithstandinganything stolrm swat r contrary, the foregoing shall not be deemed to include: (i) drainage or other easements. rights or in held by Developer under or used in connection with the storm water management permits for the "Orange 'free PUU Area" (described in the Integration Agreement) or an}' easements, riclot, or per nilnce ' not related to the operation of the Orange 'Free System; or (ii) ownership of any real or personal Property- V-1 LnOCS roperty. FiLUOCS 71797191 i nnvne A-3 Appendix C to integration Agreement Bill of Sale Prepared by and return to: 1Villimn C. G;uncr. Esq. Nabors, Gihlin & Nlct:ersun, l'.i\. 1500 p,lahan Dri,e, Suite 200 Tallahassee, Florida 32309 1950)224--1070 wuOFS tF (For water and Sewer System Facilities, Including Concentrate Disposal Facilities on Plant Site) KNOW ALL, MEN BY THESE PRESENTS that as ofthis ___day of--., 2017, Orange Tree Utility Co., a Florida corporation, and Roberto Bollt as Successor Trustee of that certain Land Trust Agreement recorded in Offleial Record Book 1347, page 2331, et. seq., Public Records of Collier County, Florida, for Orangetree Associates (collectively, "Seller"), forthe sum of TEN and No/100 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 Es -Officio Governing Board of the Collier County Water -Sewer District ("Buyer"), the receipt of which is hereby acknowledged, hereby grants, sells, "where as," and in its present condition, all of its right, title, assigns, and conveys to Buyer, "as' is;' and interest in and to the tangible (but not intangibles personal property used in con \\ tdated "Orange Tree System;' as described in the Integration Agreement 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 wastewater treatment planes, including reuse and reclaimed water Wells (if any), 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 utility System, including. without limitation, One 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, td1 trade fixtures, leasehold improvements, lift stations, pumps, generators. collection or transmission pipes or facilities, valves, meters, meter controls, tanks, distribution. assemblies, meter reading, devices and associated software (if any, and to the extent transferrable under (and without breach cal) the software license), service conneetions, and all other physical in the operation of the Utility System. facilities- appurtenances and property installations used (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 doe possession of Seller that FrLDOC S 7097205 4 12/29/16 relate to the description and operation or tile 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 assure onvnership of the Utility System was issued by Buyer, to (lie 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; (i i) all infomation provided through the due diligence process; (iii) engineering projects; (iv) electronic and paper lap f lea; (v) plans [-(itengineeringprojects: (vi) environmental files; (vii) developer tiles; (..) 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 ehoate or inchoate, known or unknown, contingent o• non -contingent, relating to (i) the Utility System and u O 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 encunnbrances, 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 Assigmnent, 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 LLN I' BLANK INTENTIONALLY) rri.nocs 7097205 a 2 r2n_B/t6 IN WITNESS WHEREOF, Seller has caused this Bill or Sale to be duly executed and entered into as of the day and year first nbove written. WITNESS: ORANGE TREE: UTILITY CO., a Florida corporation PrinlName:5rEpp i I� erto Bolit, President Print Name:_ �(kkLl' tI �Y>>I i � �G��Ci-`r • err,,,:. Print Name:SccFn..rtr_n"d�e- �----- IrtntNanu;-- F I LnOCS 7097204 4 12n9(I6 By: oberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1936, as recorded in O.R. Book 1347. Page 2331, of the Public Records of Collier County, Florida, as amended 3 STATE OF FLORIDA COUNTY OF COLLIER da of 'fhe foregoing instrument was acknowlc-dged and subscribed before me this T .201 , by Roberto Bollt, as President of Orange Tree Utility Co., arFlo teed corporation, on behalf of the corporation, who x da is personally known to me or = }+ s ide+Awteati" and who acknowledged to and before me ----------------- that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: t� d WgMpMlig4gN9 MW Notary Pub is t` � A 2919 STATE OF FLORIDA COUNTY OF COLLIER da of The foregoing instrument was acknowledged and subscribed before me this ______ Y 201 _, by Roberto Bo11t, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Hook 1347, page 233 1, of the (slolitdl Records of Collier County, Florida, as amended, on behalf of the trust— as deratif+caon and who known to me or—'predueed acknowledged to and before me that be executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: 9EME] 019lFq I; IlDOCS 1097205 4 12129116 Notary Public Appendix D to Integration Agreement Assi nment and Assumption of Permits and Governmental Approvals ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS THIS ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMEN"CAL APPROVALS (this "Assignmen("), is made and entered into this Z4kh day of n _ 2017, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No, NO, 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 EN-O([icio Governing Board of the Collier County Nater -Sewer District, 33339 Tamiawi Trail Last. Suite 301, Naples Florida 34112 ("Assignee"). W I TN ESS ETI T: 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, (imitations, or restrictions contained therein: (it) all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the "Orange free 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, linnitations, 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 successes and assigns as follows; 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 r-I'LDOCS 7097194 S t 12/29/16 terms of that certain Integration Agreement dated _ b en Assignor, orangetree Associates and Assignee _ 2017, by and "Integration of � erne ' 3, Except to the extent Assignor has not obtained the consent necessary t or to and transfer of the Industrial wastewater Facility Permit No. FLA 397792-004 Permit, p 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 te as 1p, bil*mnemf Assignor's Assignor kinder eati such ons d responsibilitieshits f to theact ander such Permits s of lsha I le cease of and b exceptatfor11 dho etobligttionsaand oesponsibilbi ts'cwhicoil accrued prilorf eto' etch eodatePofnthis Assignment. 4, Assignor covenants and agrees with Assignee and its successors and assigns that t wledge and deliver, or cause Assignor will do, execute, actoto be done, executed, ins acknowledged and delivered, ry, oderall or convenient torther actcarrylout and eff ctuateand theinnt nt and as may be reasonably necessary, p' p purposes of this Assignment. j, This Assignment slhalI inure to the benefit of and be binding upon Assignor and signs. This Assignment is not intended to confer upon any Assignee and their successors and as person other than the parties hereto any rights or remedies hereunder. f,• This Assignment shall be governed in all respects, whether as to validity, tile to construction, madecand torberperfom ed within ance or sthathstue.lncable Nothung hereitn shall 111 beconstrued to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 7, if any t. or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assigtmhcnt sh n not be affected thereby her bncd is ren» fore co construed d as iif such invalid or n such circun stancesenforceable provision had never been con ble g, 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 Assigmnent. 9, The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements tany he Integration Agreement. In the event of e, I the integration Agreement and the provisions set forth conflict or inconsistency betweetherein, ct forth in this Assignment, the documents shall, to the extent and those provisions which are s It LDOCS 7097194 5 121291162 e, be interpreted as having been intended to be read together and to be consistent reasonably possibl with one Another. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) Fll.D005 Vo l w i 1:¢91163 IN WITNESS WHGRFOP, Assigunr and Assignee have caused this Assignmcnt to be duty executed and entered into on the date First above Written. l \ViIII ess �TEFA�JIE Printed Name M wliYwM p1h6vtn6n Witness Printed Namc I'TLDOCS 7097104 5 ASSIGNOR: Rober� t, as President of Orange Trec Utility co. Date signed by Set ATTEST! Du,ir:AT F. BROOK, Clerk lmx)ocS 7f)97I9a )gg)n65 ASSIGNGC: _. BOARD OF COUNTY COMb'fISS10 HHS COLLIER COUNTY, FL"' ASI GOVERNING BODY OF COLLIER COUNTY AND TII>i GX-OFF[,CIO GOVERNING BOARD OF THkPLLiE R COUNTY NN'ATFII-S"IER DIS'VR�'C'P' BY:R Name: PENNY 1AYJJJ Chairman E\HI___B1_T "A" PERMITS AND GOVERNIYIENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water system 1D No. 5114085 South Florida Water Management District Water Use Permit No, I I -00419-W WAST_ E____VATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014165 CONCENTRATF DISPOSAL. Florida Department otF.nvironmental Protection lndustrial Wastewater Facility Permit No. FLA 397792-004 A-1 ,:I I o()Cs 7097194 5 11!29116 Appendix E to Integration Agreement List of Excluded Assets APPENDIX E TO INTEGRATION AGREEMENT Excluded Assets List 1 Manhole Ventilator 1 1OHP 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 II 1 Grundfos Antiscalant Pump 2 Grundfos Acid Pumps 1 10" Flow Meter 1 30HP Balder 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 softwareOrange Tree: The following, which is not a part of the water plant site or owned by Concentrate transfer pump station with three centrifugal pumps, screen on inlet line to concentrate transfer pump station, rotameter, master irrigation pump station, "re -charge' well lying southerly of Lake 4-1, 16" trunk line and monitoring ets used or owned by Community Resource Services, well, and all assInc. ("CRS") to provide irrigation service to the property identified in the Irrigation Water Service Agreement between y lncdated convey o CRS thereunder September 14, 2005, including all property Y Fl LoOCS 71541711 12/29/16 A endix F to lnte ration A reement Lines Used b Oran a Tree With No Bill of Sale APPENDLY F '1.0 INTEGRATION AGREEMENT tan, may lie A. A portion of the underground "water transmission line,, for the Orange Tree wastewa er plant, (turning from the 'ell located in the northwesterly portion of the p outside of th staled y boundary Of tile I Rhodes Land Survcyant, as eng dated Novcroil tile ab r19. 016, Title Survey prepared project 2016-1107. lix re 2, Tile utility scrppes lilies f fol - the tree have not nstructed tunedto ,er totOrange'Tree�tnor il tPlaced tit' service as of 12!19/16. Understand that lines were constructed within platted utility casements. -lu The RanchilPUDthacttitles not been tornedVot�rstocOangelity fol, b"free cnor 1placed olnsen'igcLe oasooF 13119116. Understand that lines were constructed within platted utility easements FTI -DOCS 71980.16 2 12129116 Apaendix G to Integration Agreement Transfer Assignment and Assumption Agreement Prepared by' and return lo: \Villtam C. Gamer• Eaq. Nabors. Giblin K Nlckcrson, PA 1500 1.9nhan Drive. Sucre 200 '1 11111as.SM Piurida 32308 (S$l)l "!2`1-'10711 [ 12ANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT T (this THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGRFO M b Orange da , of�o. "Assignment"), is made and entered into this2_ > apes, Florida 34119 Wee Utifity Co., a Florida curporallon, 4S(10 ire utiv+e Drive, No. ] 10, { and Roberto Bol It. as Successor Trustee pursuant to that land 'Trust Agreement dated Coul ry and Collier County, a political subdivision Of 27, 1986, trS recorded in O.R. Book 1347, page 2331, of the Public Records of Collier 'ouo y, Florida, as amended (collectively, the"AS nor' ) he State6cio Coven inE BoardBof Board Collierof ty CoromissionenCot my Water-Se ves of cDishic:t,°3339 TFlorida. ami Trail Ex-Of East. Suite 301. Naples Florida 34112 ("Assignee"). WITNESSETH: WHEREAS, Assignor, together with Orangetree Associates 11 and its Trustee tegration Agreellacat ( Dveeel eco)Assignee,tcertaihis dtt`e, erlandntv'astewatert)f' cili ies comprisiig the scOrangribed e Tree co ) Agreement, located in Collier County, as more Systcni' as described in the Integration Ag particularly set forth therein; and and fics ed by WIIERCASto be lincludeltheaiglnst°f Assignoratcr lundercatll agreementstlobi `h are assumed by conveyed to Assignee Assignee including those certain agreements identified on Exhil=It"°' attached hereto and made reements"); and a part hereof (the "1'ratnsfcrred Ag WIIERE AS. Assignor and Ass gnee .tsh to pr°vide far the assignment of rights and duties contained in the Transferred Ag" NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00. and other good vx{ valuable consideration exchanged belwecn the parties, the parties do undcriake. promise and agree for themselves, their permitted successors and rissigns asfollows: itals are true and correct and are incorporated herein. On and 1, 'rile foregoing rec after the date of this Assignment. Assignee will assume, in accordance with the Integration frt.DOC;S 7097190 5 1 12n,)M vice Agreement, the obligation and respons[blLty to Provide water and wastewater ly served as a Agreement, file owned and controlled service provider within the areas previously served by Assignor. stem, including any rights, remedies, 2. Assignor hereby transfers, assigns and conveys to Assignee all of its rights, remedies, powers, title or interest in the Orange Tree Sy enation and powers, title or interest arising by virtue ()['any franchise or certificate the of authorization granted to Orange Tree or arising by virtue of Assignee's assumption of the ownership, op control of the Or, Tree System; and all of Assignor's rights, privileges, easements, licenses, Assignor in connection with the construction. prescriptive rights, rights of way, rights to use of public and private roads, highways, streets, railroads, or other areas owned . used by reconstruction, installation, expvtsion, maintenance and operation of the Orange Tree S)'stcue, conveys and assigns unto ether with all other related recorded or unrecorded 3, Assignor herebyAssignee all right, title and interest Of Assignor in the l ransferred Agreements. togand anyother rights in connection rights, privileges, agreements, development credits, if any, with the construction, reconstruction, expansion, and development of the water and wastewater 2017, by and betevicen Assignor and facilities, subject, however, to the rights of Assignor described in that Integration certain Agreement dated�io� Assignee (the "Integration Agree[ eni'). q, Assignee hereby accepts the transfer and assiglmtRi is the rithe ghts, remedies, pow'ermtitle ents as and st in Farago plt 311 t herea n'ta Zdph ?assumes- herein (the performances obligations, rt Agreeforthreements as of the date hereof. Assignor shall duties under such Rights and such Transferred Ag hate hereof, ave no liability or oblian gation %villi attributablect the 10 the plrior to the datts or the e of this Assignment. after the c 5. Assignor covenants and agrees to do, execute, acknowledge and deliver, or cause roper or convenient to carry out and to be done, executed, acknowledged and delivered, any and all such further acts, instrtunents, papers and documents, as may be reasonably necessary, p' f this Assignment. effectuate the intent and purposes ognm. on Assignor and 6 This Assignment shall inure to the benefit of and be binding up 6 Assignee and their successors and assigns• This Assigtunent is not intended to confer upon an)' 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 law's of the State of Florida applied to to contracts o aactdmade ense ofand sovereige1I11 fatin itytthat Assignecthin that ema be[la vfullyhereitentitled toshall be C ssertuunder w Y applicable Florida law, 171 I.DO[:S 7097190 5 2 122129116 S. 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'file terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the. Integration Agreement. In rhe event of any stency between the Integration Agreement and the provisions set forth therein, catFlict or inconsi t, the documents shall, to the extent and those provisions which are set forth in this Assignmen reasonably possible, be interpreted as having been intended to be read together and to he consistent with one another. (SIGNATURE PACES F'OLL010 rrtoocs roen<w s 3 iV29ne IN WITNESS WIIERrOF, Assignor and Assignee hate caused this Assignment to he duty executed and entered into on the date first above written. WITNESS: Print Namcc=5—P�itt�'t Pr -int Name: Alert �� P o l l Print Name: S- c¢MJiG '{ k Print Name: NCk fQ t '^ nt.txiCs W i pro s 12rzar 16 ASSIGNOR: ORANGE TRITE UTILITY CO., a Florida corporation. J X' oberto Built, resident Aoberto Bulk, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Paee 2331, of the Public Records of Collier County, Florida, as amended STATE OF FLORIDA COUNTY OF COLLIER Flo cknowledged and subscribed before me tills ____. day o The foregoing instrumcnS was af 201 by Roberto Built, as President osf range 111 r known tt[« 'Ile or corporation, on behalf of the corporation, who peon and who -------- pra4u__.------------- acknowledged to and before me that he executed the same therein expressed. ficely and vohu lwIly for the purposes MY Comn=2NIV m21L o Notary Public S PATE OP f-LORIDA COUN'T'Y 01 --'COLLIER ed be File foregoing instrumen17y'Rob racklto`BollLeds Successor steeore pursuant to thatday l and 201, Crnst Agrccmeut dated January 27, 1956, as recorded in O.R, Book 1347, Page 2331. of the Public Records of Coll ler Countv. Florida, as amended, on behalf of the trust. who °� �s personally known to me or _ identification and who acknowledged to and before nm that he executed the same freely an( voluntarily for the purposes therein expressed. My Commission Expires: ��A� / �1 Tktwj� Notary Public au9MyPelAcennWM wf COWA MPFF9S5 apt ~ .,+tr gyddTtN NdYl r I LDOCS 7097190 5 121_9/16 ASSIGNFEE: BOARD OF COUNTY CON,1N11SS'LQNERS COLLIER COUNTY, FLORIDA r $ THE GOVERNING BODY OF COLLIER COUN'lY AND'FHE EX -OFFICIO GOVEJ MING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT Name: P TAYLO Chairman ,ATTEST; DWIG1IIT�pE, BROOK. Clerk AoproWOW"W1i and legality: BY: Jeffrey County IM, DOCS 707 190 s 6 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 .lune 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. (I Iigh 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 Fntcrtainmeut, Inc., and Orange 'Free 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. 'Chat certain Refundable Advance Agreement, dated April 19. 2006, by and between Pulte I-lontes, Inc., and Orange Tree Utility Co. lo.'I'hat certain First Amended Refundable Advance Agreement, dated October 20, 2006, by and between Pulte Homes Corporation and Orange 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 'Free Utility Company, Twin Eagles Development Company. Ltd.. and the Board of County Commissioners of Collier County the A-1 ULDOCS 7097190 5 12/39/16 Governing Board and as Ex-Ofticio the Governing Board of the Collier County W<ncr-Sewer District, recorded in Official Records Book 2449. page 0430 of the Public Records of Collier County, Florida. 14. "I hat certain Developer Agreement, tinted November 28, 2006, by and between The Estates at Twineagles, Ltd.. and Orange Tree Utility Co. recorded in Official Records Book 4167, Page 0897 or the Public Records or 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, 1'icineagles Developments Agr, L.L.C.. as assignee, and Orange Tree Utility Co., as service cnnpany. 17. 11,11 ccrutin Dvvclopor Agrecnwnt, dutud Junuury 26, 1998, by and he Utiue❑ �Vutonanys 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.'fhat certain Developer Agreement, dated August 4, 1996, by and between Waterways Joint Venture and Orangc Tree Utility Co. 20.'1'hat certain Developer Agreement. dated March 3, 1999, by and between Waterways Joint Venture Il and Orange "free Utility CO- 2 1. o.21. That certain Refundable Advance Agreement, slated 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 1: 1 LDOCS 7097199 5 ID29116 Appendix H to Integration Agreement Escrow Agreement for Closing Documents ESCRONV AGREEMENT FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENTr FOR CLOSING DOCUMENTS ("Escrow Agreement"), made and entered into thisZAk-'jday of January, 2017, by and among the Board of County Commissioners of Collier Count),, Florida, and as the Ex -Officio Governing Board of the Collier County Water -Server District ("County"), Orange Tree Utility Co. ("Orange 'free'), Orangetree Associates and Roberto Bolit, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1956, 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"). RECI'rAT10NS: \WHEREAS, the parties I arc entered into an totearation Agrccuicut (the `Ilttc Itatiuu Agreement") datcd:Tcr�ucxr 1". 2017: and WHEREAS, pursuant to the Integration Agreement, Orange 'free, Developer and the County have agreed to deposit in escrow with the Escrow Agent the closing documents listed in Appendix "A" ("Escrow Documents"), to be held and delivered in accordance with the terms and conditions set forth herein; and WHEREAS, the Escrow Agent is agreeable to act us escrow agent without compensation under this Escrow Agreement and to deliver the Escrow Documents in accordance with the terms and conditions hereinafler 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, P.A. with a mailing address of 821 5th Avenue South, Naples, PL 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. 'file 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 Aurecment. 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 front escrow. Unless all of the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received ['11 -DOCS 6997150 5 12130116 1 such written confirmation Lion' the County, Orange Tree, and Developer by 5:00 p.m. local time in Collier County. Florida, nn �1c�� cis 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 [to 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 arty 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 follovin0; a withhold fllrther 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 stilt 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 tinder this Escrow Agreement. 7. Except for willful misconduct, gross negligencc, or tortious conversion with respect to Escrow Agent's duties described in this Agreement or with respect to any Escov 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' tile State of Florida. No modification or amendment to this Escrow Agreement shall he 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, FLDOCS 68971504 1?124!11, supplement or otherwise modify the Integration Agreement, which shall remain in full force and effect. 10. This Gscrow Aereement may be executed in counterparts, any one and all of xNhich shall constitute the agreement of the parties and each of which shall be deemed an original. The remainder of this page left intentionally blank,l F H -DOC; S 6X97150 J 12/29116 IN WITNESS VYHEREOF, the parties have caused this Escrow Agreement to be duly executed and entered into on the date first shove written. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AND AS THE EK - OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY NVATER- SEWER DISTRICT By err PennyTaylor,C firman By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner J� 'j By�/ 4WIierto Bolh. President 1: MDOCS 60715(1 A 4 1'-12Vr I h ORANUE TREE UTILITY CO„ a t Florida corporation ) Approved as �q fo(zn and legality c Bye. , ftcrlit'rto Bollt, Presid t Jeffrey A. Klatiko\v, County Attorney ORANGETREE ASSOCLATES, a Florida General Partnership (f/k/a Orangetrec Associates, a Joint Venture) By: SPRINGHILLOF COLLIER COUNTY, INC., a Florida corporation as General Partner, (SEAL) Bye &berto Bollt, President By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner J� 'j By�/ 4WIierto Bolh. President 1: MDOCS 60715(1 A 4 1'-12Vr I h EXHIBIT "A" PERMITS AND GOVERNMENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water System ID No, 5114085 South Florida Water Management District Water Use Permit No. 11-00119-W WASTEWATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014 165 CONCENTRATE DISPOSAL. Florida Department of Environmental Protection Industrial Wastewater Facility Permit No, FLA 397792-004 A-1 1:11 DOCS 7097194 5 1a9ria Appendix E to Integration Agreement List of Excluded Assets 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 II 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 Purnp 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, "re -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 F1Loo(S 71541711 12/29/16 Appendix F to Integration Agreement Lines Used by Orange Tree With No Bill of Sale APPENDIX f TO INTEGRATION AGREEMENT 1. A portion of the underground "water transmission line" Por 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 casements. 3. The utility service lines for the nevvINI-constructed clubhouse facility for Orange Blossom Ranch PUD have not been turned over to Orange 'free nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements rTLDOCS 7106046 2 12/29/16 Appendix G to Integration Agreement Transfer, Assignment and Assumption Agreement Prepnred by and return te: William C. (lamer. Gsy. Nabors, Giblin K Nickerson, P.A. 1500 Nlnhan Drive. Suile 200 rnllalwSee, rloridn 32308 (850)224-4070 TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignmenf'), is made and entered into this2Zday of�1o��—�, 2017, by Orange 'lee Utility Co., a Florida corporation, 4500 17Xecutive Drive. No. 110, Naples, Florida 34119 and Roberto Bolli, 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 Nater -Sewer District, 3339 Tantiami Trail Gast, 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 assigmnent 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: L 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 FT1.rxx3 7097190 5 12i2911G I 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 6-anchise 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 Systcm; 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 transferred 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 Sov , Z`i 2017, by and between Assignor and Assignee (the "Integration Agrcct cnt'). 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 perfomtance, 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 clone, 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 he performed within that state. Nothing herein shall be construed to waive atuv defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. t-rLDOCS 7097190 5 1229/16 3. 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. 'file 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) PTLDOC.S 7697190 5 2/29[16 3 IN \VITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. ASSIGNOR: WITNESS: 11 Print Name; -STc-p Y t L ANW t-.c'K.-� c Y1 4.1 Print Name: o I I i_ Print Name:STEapyJiC MA-�.K-etZ- Print r rI DOCS TN7190 S 12;29,16 ORANGE TREE UTILITY CO., a Florida coiporatiot oberto Bollt, President Moberto Both, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1486, as recorded in O.R. Book 1347, Page 2.31, of the Public Records of Collier County, Florida. as amended STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before tore this day of _ 201_, by Roberto Bollt, as President of Orange Tree Utility Co., a Florida corporation, on behalf of the corporation, who X is personally known to me or —piodtFeeel _ , s—iden4ifacation and who fore me th acknowledged to and beat he executed the same freely and vohmtarily for the purposes therein expressed. My Comm SA 'pl 1•M fi� MYC01d W10H/FF p67667 �C{ti�n�i•-tti�tn O 'I �� ZYt—.� Pt DTm:.wMwro 'rlta''' 9miadTMHOWYN ,ud.�M1u, Notary Public STATE OF FLORIDA COUNTY OF COLLIER l'he foregoing instrument was acknowledged and subscribed before me this day of 201 _ , by Roberto Bollt, as Successor Trustee pursuant to that Land 'frust Agreement dated January 27. 1956, as recorded in O.R, Book 1347. Page 2331, of the Public Records or Collier County, Florida, as amended, on behalf of the trust. who K is personally known to me oF-- `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: yy Notary Public Aft ODWAAMSM itFri +•:+� ' EXPIREt:,lul6tl,pro V rLDOCS 7097190 S 12129/16 ,AjTEST: DWIGIFF E. BROCK. Clerk BY: and legality: BY: _1 Jeffrey County rn. Docs gum ren i11zaaF ASSIGNEf•_'E BOARD OF COUNTY C0N4MIS:+7ONERS COLLIER COUNTY, FLORIDA; _AS TGIE GOVERNING BODY OF COLLIER COUNTY AND THE EX -OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT 13Y: Name: P TAYLO Chairman 6 EXHIBIT "A" TRANSFERRED AGREEMENTS I. That certain Developer Agreement, dated April 2. 2001 by and between Beazer Homes, Inc,, and Orangc Trce 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 Agrcentmrt, dated .lune 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. (Hi(lh School) j. 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 Orangetrce, Ltd., and Visual Entertainment, Inc., and Orange Tree Utility Co. S. 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 Count),, Florida. 9. That certain Refundable Advance Agreement, dated April 19. 2006, by and between Pulte homes, hie., and Orange -tree Utility Co. 10. "that certain First Amended Refundable Advance Agreement, dated October 20, 2006, by and between Pulte f tomes Corporation and Orange 'free Utility Co. 11. That certain First Amendment of the Developer Agreement, dated February 14, 2007, between Orange Tree Utility Co. and Pulte ]Tome 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 Boot, successor trustee, and Orange Tree Utility Company, 'twin Eagles Development Company, Ltd.. and the Board of County Commissioners of Collier County the A-1 FTLDOCS 7097190 5 1-1(_'9116 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 ofCollier County. Florida. 14.'Ihit[ certain Developer Agreement, dated November 28, 2006, by and between 'The Estates nt Twineagles, Ltd.. and Orangc Tree Utility Co. recorded in Official Records Book 4167, Page 0897 or the Public Records of Collier County, Florida. 15. That certain Refundable Advance Agreement, dated November 28. 2006, by and between The Estates at Twilncagles, Ltd., and Orange 'I Utility Co. 16. That certain Assignment and Assumption of Development Agreements. dated September 15, 2010, by and among 'I lie Estates at Twineagles, Ltd., as assignor, Twineagles Developments Agr. L.L.C'.. Lis assignee, and Orange 'Free Utility Co., as service company. 17.1hat certain Devclopor Agreement duted Junuur} 26. 1998, by cull bet�wen \t%mare n� Joint Ventm'e and Orange Tree Utility Co. 19, That certain Developer Agreement, dated .Inly 27, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 19. That certain Developer Agreenent, 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 11 and Orange Tree Utility Co. 21. That certain Refundable Advance Agreement, slated January 21, 2001 by and between Waterways Joint Venture 11 and Orange Tree Utility Co. 22. That certain Developer's Agreement, dated April 4, 2001, by and between Waterways Joint .Venture III and Orange'rree 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 rrt.otx's 70971905 12/29/16 Appendix H to Integration Agreement Escrow Agreement for Closing Documents ESCROW AGRL'EMENF FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENT FOR CLOSING DOCUMENTS ("Escrow• Agreement"). made and entered into thisZAAAnday of January, 2017, by and among the Board or County Commissioners of Collier County, Florida, and as the Es -Officio Governing Board of the Collier County Water -Sewer District ("County"). Orange Tree Utility Co. ("Orange Tree"), Orangetree Associates and 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 (collectively "Developer'), and ChcffV• Passidonro, P.A. ("Escrows Agent"). RECITATIONS; \WHEREAS, the parties I avc entered into an integration Agrocmcut (Ofc "lutcgtatiun Agreement") datedSoa�uoxr Z , 2017; and 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 be held and delivered in accordance with the teens 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 Clteffy Passidomo, P.A. 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 terns 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 continuation 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 mct, and that the Escrow DOCUlnents may be released from escrow. Unless all of the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received F'ITDOCS (,X971511 S Ii1lof] 6 such written confirmation from the County, Orange Tree, and Developer by 5:00 p.m. local time in Collier County, Florida, on rcks 2017, the Escrow Agent shall promptly return the Escrow Documents to the party who signed them (i.e.. the County, Orange 'free or Developer, as applicable), and the Escrow Agent shall have no father 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 Birth 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 nulhorized or within the duties, rights, powcrs, privileges, or direction conferred on the Escrow Agent by this Escrow Agreement, except for wittful 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 terns 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) continence 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 for 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 nnodification or amendment to this Escrow Agreement shall he 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, I'rL DOCS 6897150 4 i:n_v;na supplement or otherwise modify the Integration Agreement, which shall remain in full force and effect. 10, This Escrow A,reement may be executed in counterparts, ally one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original. ]The remainder of this page left intentionally blank.] FFI-DOCS UO I±0 a 1?J?9fIG ASSIGNEE: BOARD OF COUN'rY CONvIMISSIONERS , COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX -OFFICIO GOVERNING BOARI3 OF THC',COLLIER COUNTY WATER -SEWER Name: PENNYTAYLOR Chairman .4"I'TEST: DWIGHT E. BROCK, Clerk R LI:HI('S 7097194 S 1'_291165 ASSIGNEE: BOARD Of COUNTY C0141\fISSIONERS , COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFI,CfO, GOVERNING BOARD OF THP'gPLLlER COUNTY WATER -SEWER DIS'1'i'tCe`T""'`' BY: "( Nam4pENNY7MYLORC/ Chairman A•r1'2sT: DWIGHT E. BROCK, Clerk BY: u( Deputy Cled Ill_I)OCS 7097197 S inwno5 ROBE'RTO BOLL' By:_ v / i Robe ollt, as Successorfrustee of the Land 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 Caunty. Florida CHEFFP PASSIDOMO, P.A., By: [11DOCS 6N97 I 6 I 12Y2M16 R. Bruce Anderson, Its Appendix "A" Chtsins Documents to be Deposited with the Escrow Anent by Orange Tree Utility Co., and Collier Counh': 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 Guveming Board of the Collier County Water -Sewer District. ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS by Orange "free Utility Co. and Collier County and the Board of County Commissioners of Collier County. Florida. as the Ex -Officio Governing Baud of the Collier County Water -Server District. TRnNSFER. ASSIGNMENT AND ASSUMPTION AGREE1s4ENT by Orange Tree Utility Co, and Roberto Bollt, Successor Tnlstee, 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. I reDOCS 6897150 a 2/24116 Closing Documents to be Deposited witb the Escrow Agent by Oran etreeAssociates and Roberto Bollt: GENERAL WARRANTY DEED (Utility Site) by Roberto Built 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 (Litt Station Sites) by Roberto Bolll 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. UENERAL WARRANTY DECD (Two Potable Well Sites) by Roberto Built as Successor Trustee, as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Es -Officio Governing Board of the Collier County Water -Sewer District, as Grantee. I I LDOCS 6597150 a 1J19! 16 BILL OF SALIN from Orange Tree Utility Co., and Roberto Bollt, Successor TrLISWC for Ormigetree Associates, to Collier County and the Board of County Commissioners of Collier County, Florida. FI LDOCS 6 99 7 1 511 4 I]NM6 Appendix I to Integration Agreement Hole Montes Technical Memorandum (August 19, 2015) and Updated Technical Memorandum (November 23, 20161 W. SC.,,,,. * NO. 41671 .STA 0 OF IRE Assignment TECHNICAL MEMORANDUM Orange Tree Utility Company Capacity and Service Commitment Review FINAL REPORT August 19, 2015 Prepared by: ald E. Benson, Jr., Ph.D., P,E, Senior Vice President �00'010b and David W. Schmitt, P.E., Senior Project Manager qO;•' Hole Montes, Inc. 950 Encore Drive C� Naples, Florida 34110 Si (239) 254-2000 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 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 Ai ca 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 33`d 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 hnmokalee 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 humokalee 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/Mise. 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 OTU Water Treatment Plant was permitted by FDEPin 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 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 W WTP 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 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 average flows durin& 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 in 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 gaUday/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 to the sewer tariff'). FINAL REPORT- August 19, 2015 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, ora 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 FRCS 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 ibis 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 developersibuilders, 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 1 A/2A 2 ERCs Valencia Golf Phase 2 2 ERCs Valencia Golf Phase 2A 68 'ERCs Twin Eagles Phase 2 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 FRJAL REPORT — August 19, 2015 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/SF 7. 217GPD/ERC) 138 ERGs 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 % 217 GPD/ERC = 3 ERCs Tract 2 — Grocery/ Misc. 50,501 x 0.15 7.217 GPD/ERC = 35 ERCs Tract 3 — CVS 14,918 x 0.15 7 217 GPDBRC = 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.I5GPD/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 7 217 GPD/ERC = 69 ERCs Commercial: (332,000-72,673) x 0.15 7. 217 CTPD/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 HNAL REPORT— August 19, 2015 • 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. 2Vacant 72 ERCs 72 ERCs Category No. 3 Vacant 71 ERCs 71 EM 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 MAL REPORT— August 19, 2015 9 N M yasa M y, y h Y z r y z r y �y zz o0 a zz zzzz z z U 1ohPoa<h"MAP 3 uya� W+� MNP�O1 �1 mh,�N �yNry < hT .111 V1 Mh ry .+m P�Na fM�1I NY ^'hy 3 Ua N f/1 N N N N Vi N Vl V1 V� rn N Vl N A a�' 10i1 y1 T'A m nl m P M M U m U V rn r� �y yp� U V V ,ryV� y q V V V Vp yp � 66> >>>; > > O yya NrHy ��aa �RRRIII(WWAWwmoQxn-o�� r��j.^.00h �� -a nnnnno y�0 zzr z rrzrrrrrr�»rzzalrr>�rrrrr >U xy yonnnnnnnnnn�ynnnnncnnn z z t5'L 0 0 0 0 0 0 0 c0 m H^^ N O O O m O MOO V< N °p r P N yNj O O N N .fir �s= nO� V MhNN pe NMf1lY p vpi POOH C, 1Poi1 ry M1mn"�:MN�Y�OONY ry Op MNVNf �p V ^Ja SNl roi vtv 1� �O~JM V1� zx sooao .rN p�D r.-.rvMar-I ynq e^'��a�CMV1nbR�•4'�N'�N�<••NNx�O�Y� wj y }kj .y, yJ YY fO wfL y^X q1 O �+ � sW aH W � W N W � �„1 W W W NN NIJN pt pq 2 r'JS�aO�557 0.YW E;,1a��y0.aw jYd ytlO� OnOy VY O J]Ad �! N r C ^ z g tl zzWzz55 n 0 33 Vl eeeQS9au�3w33u� qqqq 1��1jj 1U+ vil y yaa "a�aaa•'aaa aaa / ) ) ] § § \ § ` \ /2 !{{ ! ` °)�2`°°® ) )\ { { �) m { 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. 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 I 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 IA 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 63810090027 -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 IA Folio Number 00210041503 - Utility Site r ' O CITY OF NAPLES n x Q LEGEND EXISTING WATER Q INEATLIEIIT PLAINT AREA CURRENTLY L SERVED BY CCWCD It/ COY OF NAPLES `l_I AREASERVED BY CITY BF NAPLES EBUR SERVICE AREA ORANGETREE SERVICE AREA Figure No, i R U C WATER-SEWEfl OIOLftICT OOVNOARY ® I, t / ` I. n R] E —T FIGURE 2-1 ' DISTRICT 2003 BOUNDARY ---PIG OR 7 0 J \i5\I 1 .T Ic MARCO ISLAND III " 0 MATER AND NORTHEAST S' SCALE IN MILES SEV'IER DISTRICT NORTHEAST • (`Z AI'IG A fV- (\I IFIfIrAIT uIA Tt-n SERNCE AREA N0. t j SERVICE AREA NO. 2 i% it l- x " ( r'i''/�, j/ iI'm /7.0 mm MERATT, ' \ I c✓rl rc}r /r� // it Y I/% ' E1l•ST C N1RAL C \ �r r E � F ' n OLLIE 'IE C U 2 WAVE -SE R cy! i, s� � N s n Y -y, 5 RVIC ARE Y 1� • ' " " .1 "' ""' " ""' ' ^' "" ` ` .. PUBLIC UTILITIES DIVISION GREELEYALNDHIPI 2000 WATER MASTER PLAN UPDATE 24 JUNE 2008 WATER-SEWEfl OIOLftICT OOVNOARY ® I, t / ` I. p WA ' DISTRICT 2003 BOUNDARY ---PIG OR 7 0 J \i5\I 1 .T Ic MARCO ISLAND " 0 MATER AND S' SCALE IN MILES SEV'IER DISTRICT • (`Z AI'IG A fV- (\I IFIfIrAIT uIA Tt-n f.OII iFR COI1NTY l`.l1VFOANIGNT ' " " .1 "' ""' " ""' ' ^' "" ` ` .. PUBLIC UTILITIES DIVISION GREELEYALNDHIPI 2000 WATER MASTER PLAN UPDATE 24 JUNE 2008 n r '7 CITY OF NAPLES I /29'/29' 55 50 E Figure No, 2 - RgTq (I NORTHEAST SERNO.I AREA NO. €� .;iii: ORANGETREE: F � Jzi if a 0 0,5 I 1 3 1 V.; SCALE IN MILES AST C NTRAL SE C AREA LEGEND v r e EtWIN0 CCVaD WIN NOBTII COUNTY ,k SWTII WUIIIY �FEATDENT PLANTS BE •OLLIE COU 11S AREA OF URNNTT MASTEVMTER SERVICE VIATE -SE\ R NAPLES f.ITY OE NAPLES �,'T •�: A SL F FOVA "01 TRIC? SEPVTCE AREA 1-. ORANOETREE "- SERVICE AREA. �� \\ GOLDEN DATE OumE ESTATES L(LJ IVATER'S""T ERN, DISTRICT BOUNDARY BOUNDABV BEDVEED NOUN AILD SOUTH tl R SERVICE AREAS OISTRIC'BOB HOARY — — n PRIOR TO 1003 - RgTq (I NORTHEAST SERNO.I AREA NO. €� .;iii: ORANGETREE: F � Jzi if a AREA OF CURRENT WASTEWATER SERVICE COLLIER COUNTY GOVERNMENT PUBLIC UTILITIES DIVISION 2000 WASTEWATER MASTER PLAN UPDATE 'r 24 JUNE 2006 G-011 GREELEVATIDWANSEN E V.; AST C NTRAL SE C AREA v r e •OLLIE COU 11S VIATE -SE\ R SL F "01 TRIC? �� \\ OumE A ERN, AR tl � Fw ,i V u� E AREA OF CURRENT WASTEWATER SERVICE COLLIER COUNTY GOVERNMENT PUBLIC UTILITIES DIVISION 2000 WASTEWATER MASTER PLAN UPDATE 'r 24 JUNE 2006 G-011 GREELEVATIDWANSEN E Figure No. 3 Orange Tree WTP water production per FDEP records — monthly average daily flows from January 2012 thru December 2014 FINAL REPORT—August 19,2015 10 450,000 400,000 a G 350,000 -300,000 G 3 4. 250,000 i c° Szoo,Ooo 0 e 150,000 100,000 -- 50,000 0 'gyp hp h6 ,J\ `+PQ' Z, �C �at �',^i No 5¢4 BOJ ,.aC �t �y c Moothh,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 Figure No. 4 Orange Tree WTP water production per FDEP records — daily flows during 2013 peak season FRJAL REPORT— August 19, 2015 ¢00,000 200,000 600,000 r 9 500,000 - 600,000. E �+ "y 300,000 - 200,000 100,000 0 5 -Feb 25 -Feb 12 -Mar 6 At, 26 -Apr 16 -May 5 -Jun ----Five day moving average — Data reported to FDEP Orange Tree WTP water production per FDEP records — daily flows during 2013 peak season FRJAL REPORT— August 19, 2015 Figure No. 5 Orange Tree W WTP influent flows per rllrr recorns — rnunuuy aMarC ,.a11y January 2012 tluu December 2014 FINAL REPORT—August 19, 2015 12 600,000 500,000 a «000.000 t 77 t 300,000 r Q e i 200,000 100,000 0 N J.�O Q;rP OJ'r e Monthly Average ^ 36 month average Orange Tree W WTP influent flows per rllrr recorns — rnunuuy aMarC ,.a11y January 2012 tluu December 2014 FINAL REPORT—August 19, 2015 12 Figure No, 6 700,000.00 600,000.00 I\(L R , 500,00000 - `0 400,000.00 - C d 300,000.00 i 3 200,000.00 100,000.00 - 0.00 pC op Y�\ Y�\ l lJ� pJb pJ4' pJ4' pJ� pJ� qoQ SQ Se 50, Q4 Q� -b- Data Reported to FOEP -^ Three day moving average Orange Tree WWTP influent flows per Puff recorus — uagly 11"' July tluu u1re1.= 111 FINAL REPORT - Auglist 19, 2015 13 Figure No. 7 Orange Tree W WTP influent flows per FDBF records — mommy average uauy 22uwb liviu, January 2008 tluu December 2014 [identifying peals maximum three-month flows occurred in 2008 and 2013 wet seasons]. FINAL REPORT — August 19.2015 soo,aoa 500,000 _ T . e...... _ . .—."�'•�. _. .....-�---- s 400,000 I i -- .,k; t—S Irq ,fit jr , I a�"� �� 1 i 7-� _ _ go p,_•_ _ — 3 300,000 0 C _ q' 200,000 '- 100,000 0 O O1e --Monthly Average--Sbmonth average .•••. Urear(Monthly Average) Orange Tree W WTP influent flows per FDBF records — mommy average uauy 22uwb liviu, January 2008 tluu December 2014 [identifying peals maximum three-month flows occurred in 2008 and 2013 wet seasons]. FINAL REPORT — August 19.2015 Appendix 1 to Integration Agreement Joint Stipulation IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CAS E N O. 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: 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- 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; G. 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; 1 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. b. Continue performing all usual and customary maintenance and service to the System, to prevent waste, disrepair, or diminishment to the: System, beyond the normal and expected daily 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 in. a timely manner, to the extent any such obligations exist, any and all debt service, contractual or lien obligations related to the System so as to prevent the loss of or forced sale of any personalty, real property, _or_intangible_property_owned-by, _used -by, _leased-to,-ocuporLor 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 use and 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 and conditions during normal business hours at a time and date agreeable to both parties. Respectfully submitted this 3lstday of October, 2014. /s/ Edward A. Dion Edward A. Dion, Esq. Florida Bar No. 267732 Nabors, Giblin & Nickerson, PA. 110 East Broward Blvd., Suite 1700 Fort Lauderdale, FL 33301 Telephone: 954-315-3852 edion@ngnlaw.com Counsel for Plaintiff \6350034 # 229219 vl /s/ Rachael M. Crews BURTSAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS 'Florida Bar No. 795321 GrayRobinson,P.A. 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burl sauirders c gray-robinson.com thomas cloud(c�gray-robmson com rachael.crews@grEiy-robinson.com daphnie bercher@g_rav-robinson.com ian.yordon@gray-robinson.com dariene.dallas@v,ray-'robinson.com, Counsel for Defendants l b. Continue performing all usual and customary maintenance and service to the System, to prevent waste, disrepair, or diminishment to the: System, beyond the normal and expected daily 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 in. a timely manner, to the extent any such obligations exist, any and all debt service, contractual or lien obligations related to the System so as to prevent the loss of or forced sale of any personalty, real property, _or_intangible_property_owned-by, _used -by, _leased-to,-ocuporLor 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 use and 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 and conditions during normal business hours at a time and date agreeable to both parties. Respectfully submitted this 3lstday of October, 2014. /s/ Edward A. Dion Edward A. Dion, Esq. Florida Bar No. 267732 Nabors, Giblin & Nickerson, PA. 110 East Broward Blvd., Suite 1700 Fort Lauderdale, FL 33301 Telephone: 954-315-3852 edion@ngnlaw.com Counsel for Plaintiff \6350034 # 229219 vl /s/ Rachael M. Crews BURTSAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS 'Florida Bar No. 795321 GrayRobinson,P.A. 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burl sauirders c gray-robinson.com thomas cloud(c�gray-robmson com rachael.crews@grEiy-robinson.com daphnie bercher@g_rav-robinson.com ian.yordon@gray-robinson.com dariene.dallas@v,ray-'robinson.com, Counsel for Defendants Filing # 20063535 Electronically Filed 10/31/2014 12:06:03 PM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CA SE NO. 1 1 -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 31 st 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 Cleric of Courts Florida Bar No. 795321 GrayRobinson, P.A. 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 bort saunders @gray-robinson.com thomas. cl oud(a�gray-Tobi nson.com rachael crews@Viay-robinson.com dauhnie bercher(.@gray-robinson.com ian. org don@gray-robinson.com darlene dallas(a� ray-robinson,com Counsel for Defendants CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 31" day of October, 2014, 1 electronically filed the foregoing with the Clerk of the Courts by using the ECP system which will send a notice of electronic service to the following: Gregory T. Stewart, Esq., Heath R. Stoldey, Esq., and Edward A. Dion, Esq., gstewartnpnlaw.com, hstokley a ngnlaw.com, edionnngnlaw.com, leeal-adm--0-gnlaw.com; and Scott R. Teach, scottteach�a oolher�ov.net, (Collier County BOCC). /s/ Rachael M. Crews RACHAEL M. CREWS \635003\1 - It 230579 V1 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 Leve[ 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 h] 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 ' 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.] l Hole Monica, 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.do" page -1 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 lA [31 @ 217] 6,727 gallons per day Orange Blossom Ranch Phase 1B vacant lots [115 @ 2171 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 @ 2171 61,975 gallons per day Valencia Lakes Phase IA 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 340996-00 1 -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.g 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 " Hole Montes, Inc, Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review, Final Report, August 19, 2015, Table I 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. s 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 Mahn Extensions for PWSs, Application for Publix Orangetree, Franklin Adam Porter, P.E., Project Manager, page 2. r Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs, Application for Publix Orangetree, page 7. e 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 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 " 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 thou 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. Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review, Final Report, August 19, 2015, Table I and restated on page 7. u 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 Existing historic maximum daily flow Orange Blossom Ranch Phase I A [31 @ 209] Orange Blossom Ranch Phase IB vacant lots [115 @ 2091 Twin Eagles Phase I vacant lots [19 @ 209] Twin Eagles Phase 2 vacant lots [285.6 @ 209] Valencia Lakes Phase 1 A vacant lots [I @ 209] Valencia Lakes Phase 2A vacant lots [1 @ 209] Valencia Lakes Phase 6A vacant lots [33 @ 209] Valencia Golf Phase 2 vacant lots [6 @ 209] Valencia Golf Phase 2A vacant lots [68 @ 209] Total Existing and committed to existing vacant lots 480,000 gallons per day is 6,479 gallons per day 24,035 gallons per day 3,971 gallons per day 59,690 gallons per day 209 gallons per day 209 gallons per day 6,897 gallons per day 1,254 gallons per day 14,212 gallons per day 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." 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. " 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. Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Publix Orangetree, pages 9 and 10. la 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 Total Existing and committed to existing vacant lots 596,956 gallons per day Permit #50692-030-DWC/CG [Jan 8, 20161 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 PDEP 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.doax page -5 vp GOVERNING BOARD OF THE COLLIER couM WATER4EWER. DISTRIM referred to a& "TISTRIC17), andjoined by VALENCIA 60LY AND COM AOIvII �`XSSM�MGN, INC, (`'HOAI, which terms aroused as, singular or colMxt q WHEREAS, the DistActis desirous of obtaining Addidonal.disposal alternatives for treated wastewater el uent producedby its referred tons "Effloofir), and. WHEREAS, ORS Oyfis add OPOMW in Wlierwairrigation- water system, and provides irrigation orator services fi and distribution n;ilities,tupf6p'6ites and theocoupants t1acrocig and, W74MAS, CRS is desirous of obtaining Effluent iii bulk from the District as an additional wWA fl,�. T -70A, trio: G&Mn.ork.etas for the HOA, lxit. WITNE !IETH NOW,TIIEREPORE, inconsideration of the covenants licreinafter contained and :mbar bout] and roalualite the patties treto :agree as follows:: I. NcopRoRATTONOY RZCITAL8, Each of the atiove Recitals pre herabyinunrpoyated into this koreeme o.t As, irfWly got forth boreio. 2. pjj"at. CRs has ri:quested, and District has Acreed to Provide. available Efftqca in bAfor ustr as sit irrigation water resource by I the CRS irrigation -writer sysient District shall deliver the Effluent toCks at the Pointof Delivery t as defined htrcin, from a flow,meter-toloe installed, paid •for 31. qpANTITY. The CAS irriontion water System Is, a prasg4m demand bas systcar, d nuined by therdoto ilio .quantity of EtM-qqm to be delivered to CIRS, ly;die- Disteidt shall be , CRS I j - , I I .. . &- d, The Effluent I shall be delivered as soon DA th�.'t)lstriat is Able tp iffiPH04 Weer system uscr- em"n pQ I d' the lifflveht, provicidlfhuu the Disu4at.sbail Blvd CAS at least dArly (50) days, written notice: of i 15=10 commence delivery of the Effluent to CRS: 4, TERK CRS agrootoficcePt the Mount from the District at the LPoint of Delivery as AgtternOAL Thereafter, unless il6ficed in, writing, the AOimefit shallbe automatically renewed for successive.fjve:(S)year periods, unless terminated'by either. party:as provided for herein. 5. QI'A 'r ' The Efiluont itCltvcted to t'RS shsU lio "polished" offlucnt thn; lura noon revered by die Dl'strlct to a quality that meets the standards for_hagohori use vi1W ttiueshicted public =4 by and l ereafter tequ ted by We -Florida Depnrtme�t ofBiivi vnmenral Protect on ('. FDEP'�, Fot: pmslasea w flus Agreement olished""efEluant5hell mean'We blend ofinemblane.soRcntag concentrate w win,n Pi warm. and. snarl Be in accord wiW ap toqulrements of permits issued by local, stela nod' 6, k0iN7 OF 1ELI} ERY DEFINED. The. coon of ucuv¢ry or nu ova Efitpgnt passesfidm We DlstriM 6 inph eiiluent pipet ne to C1L4's 16 inch dischArge ttsgstnisstop mai prior ia, rho CRS' mater syskem as described in "Exbibi4 "A" attached hereto. The Disglct shalt own; priomte arid,mahnfLih the ofilti6At deGvdry System and shall be dcurned to be in poasessiom and:cpntrol 2l' the EfRuaiit thi re n, upstream of the Point of Delivery: CRS �aball own, oporate and maintain tho ntYluant distribution syttem and shall be deemed to be in :possession and control of We Effluent therein.. downstteamof Ehe Point ofDcltvery to the poiut where theEfftuentrenters the system of the users of the. C[tS?�lin°gation watex sys)em, Point of 1Jalivery is used as singnlar, or, plural, as.tbe context fegaltes. Any to conneer the D11trlct's e$luent:de7lvdry Yyto the Polar ot stftn 'Dellve y shall be 7. DISTRICT RESPONSIBILgIE5 Ljp$T,,MAMj OF POINT OF DELIVERY District. shall be responsible for all design, construction, permuihn& financing of all costs, and -placing in —. ......., __ _._ .-.L- o..4. i .:F•n,.t.,,,,.,, nr,.tPr ehall-hear all costs of ooeration cad - Muir tchanc0 ofthe OM.uen't delivery system up to no including"the Point of Debvery:. & CRS AFSPmTM ONSIBIS DOWNSUEAM OF POINT OF DELIVERY. CRS shall be cesponsibte forthe dosiym, eODS"PtlDn„Per totting, financing of an, costs and;placing in operation the irrigation water system downstream of the. Point of Delivery to the point White the Efttnent Emers the sysieni of the usem of the -CRS irrigad©n water system. CRS IMI bear all costa of op¢ration and maintenance of_the lrr gedpu wator system doWMu6atrt of We Point of Delivery to the point where the E$I ,Ontenters:ihcsysjam of the aceta o fth 0,3 litigation watetsystem: 9. MONITORlNO. District shall take full'responsibility for all cost; of any ground water. manitorittg plan stipulated and/or required. by the applicable state and/or federal pornvtting agenejes Tdr opecatiiin for the District and GRS ppni6ns of W¢ ofiin irrlgationsyatem. 10(. STANDARD: OF:MA1NTFNANC,E. CRS. shall maintainits.;itrigntiou water system Psm„f thP.PAnt nf-helivery to:the Dnintwherethc Effluent enters We system af'the users of the tbc�Drswct Rist provides CICS written native of the deficiencies, the mottunity to correct ,the. deficlerlctest and -CRS fails to make stguificant progress toward correcting thodeficiencies, w[Win ninety (90) days of said notice, Nothing in this Agreetncntsnall require CFS to modify, or expand the,capacity its irrigation Water system. 11. RATE TO B9.0. PD FOR EFFLCIENt, For'ftuniabio$ of the Effluent; We District shall initially charge and :CIES shall gay 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 (tate,,), R jj, RAT-ES,CHANGFS. ang,produrtlon, treatment and. delivery. of tho,fiffluolui or as the Mquk ig an Increase in the'Effluent Rate is )required to finance the costs iif of the Effluent, Any mo increase shall 'be the same- iranesse or. rate The pistnot shall read Ilia ftaNY motor at, 1pief trunrithly and bill CRS birrionthly,fiar theEfHuent quantity aoceptcdlly QRS during tho,bflfing period. 14, EFFLUENT AVAILABILITY. The District shall ma1W: A diligent 011brt to Topu 'Ihe Efilluentavailable to CRS during .each,24-hourperiod. 13CRS EMERGENCY $ITUATIO&S. The parties acknowledge; and agree that the CRS Irrigation water sy'Nicill Is a pitsstnc 8tr aad based Spluill and is 110L dignw to ucucpt Turupa fluwz Ili 4m.hAna re rhe avtinf of an emergency, as defined below, CRS shall not* any of those notico may be. 1l hjrkCbeiialftCifW (a) Climatic conditions such w burrioa!u;,s,,JWa& or uffOUlirobly one ci sib Short,torm.equiviranit or mechanical Wine mallingA110t rcas bly f 0 It for CRS to dhinibute,the viiatedafflituent. An Act of 06d NyWI&Irukes it not reasonably feasible for CRS to opoopt or distribute ,the treated Effluent 16i, NOTIFICATION OF DISTRICT. Those reprosell(itiVes of District who shall be notified in the event of ail emergency: (a) Collier County Utilities AdmidisItUti've 31 391amianti Tran'„ Suite 3,61, Bldg: Naples mintl8a 1 3oll (239)252: 23 80 .Collier County WagAmter Director 3339 T.onfiling[TrAR, Suite 301, Did%. 14 Naples, Florida -341'12 (230.) 252-42$7 Supervisor, Collier County North County if mid Lj, DISTRICT NOT LIABLE FOR FAILURE TO DELIVER EFFLUENT, The Dilarict shall .not be held liable by CRS for-filiblaw,10 deliver Effluent if%a reasonable situation pjevenfing such 3 wastewater effluent due -K-,or lack.:of flow to the treatment plop I it 3t or A ue;lb Pi op"s l. ak�: (b) COntanurrati0n in 0301r0ted wastewater offlutm in ..i it jttrnusablo for irrigation. (c) Equipment or material ffilutie inthe treated wastewater offlumt delivery aYstcm,. including storage and pumping, (d) An Act of God wbich makes delivery bytheDistrict not reasonably lealliblotir impossible. to NOTIp ICATION OF CRS AND THE -:HOA The representatives of CRA and ibv HOA event, of an eraorgencyoiD.litribVsinability to' deliver effluent are: (a) cominunity Resource Services, Inc. -46 Oxeeitidy'd D-06, #1 tO .Naples; FL 14119 3V64088 (b) Yate ciafolYan 'Gbuntry Ctob 1.71 IDoublo-Baglo Wall 5$4,47$0 if � situafi.orui occur, ilio District will.:notify CRS -By tolcolioneAnd follow itp"vdth a letterstaflng:thc nature of the emergendy and the iurticlptitcd,duration. 1.9, WRITTEN NOTICE OF ADDRESSES AND TRUPHONE CIRANUES-REQUIRED. The DiMid and CRS. MRyr,chwigo the above maifing,addressr.5 And/or phone numbers at am ilm upon giv in I the oth a . r party wri . Iften rigifdqationti,retkort r000llit mquested, by U-S.M(tit, 261;: OSE OF EFFLUENT—C .,.its irrigation wata system for ]tar use of the Effluoutsliald be jjortmd-�usc ofthe inigation-water-systent may a disc A4,09ughs on the Property, C d' of'Floriaa: its; irrigatiou water system to prevent confiL downstre'M of the Point of Delivery by corn use die Modot thIlypred by the Diiairlctiftid.provi& it on:, the property sin any manner determined by CR wjflj local, statcand federal rcgrilitiorsi; Except As the The . Djsjrict:sliadlba deemed to be in possession rand control delivered to OR . 9 . at the , Poi I nt of DoilVery" after which deli) ptiasetial . rai ikod, c . onu 1 41 of the Effluchlolb the point where the of djo,cRS irrigationwater system, lutnit into fha:IWs, ponds, ditches into7the surface waters of the State da, all ..reasonable precautions asto sources'and other watvT 4otfrOes ab,int rules and lionoWit,requiremPrus but notlitrilted1o, Teituirlad aighagd: a Effluent until it shall have been CRSAall be deemed to be in uent enters the sy3tem,of the users 2j> EXCUSE FROM PERFORMANCE Ity GOVERNMENTAL ACTS; If for any reason during 'the I term, of this: Agreement, state or federal' govammorits or agencies shall fail to issue necessary pern _term.of Want necessary Approvals, or spall require any change in ffit; Operation of the 4 treattnant; transtttissioA and distriburionsystems or the application. and use of Effluent then Ie the extent' tbal such requirements shall Affect the ability Of any party to perform any. of The terms of ilii$ Agrcement; the nt'fected parry shall be. excused from the perflimmnce theretifd And; new agreement sball he 'negptiatad, if pogsible, byi.heparttts hereto in conformity with stich.petmits, approvals, or requirements. However, noth.i ig: shall require CRS Or District to accept any new Agreement it it m_ aterially aliers they party'$ tights or obligations' heretmdcr Or requires a material expenditure, 22'. 'DISTRICT'S RIGHT TO" ERMtNATSQN, T'he,Dfstcict shall havo the right to tcruthrato prevented byalnrd party litigation, or if.CRS theftluent, ox if any other -event beyond tht iif.gr reasottabto written'notice and reas0n. charges for secyiees and facilities provided fc ct,prcvcntsperformance, or it Ltw:tays, cora to pay delinquent fees, rates, or 23. TIME OF TERMINATION. Where lcrmination is pomtined tinder this Agr,'eement on the putt: of eilhcT party, such temilnaliou abali. not nucur tiefsrrt rLnety (90) xlays alter dr; Wknii atbtg party has notifeAT0 otharparty to writing., 24: ACCESS. After reasonable notice to CRS the District shall have rile t Fitt; but net the duty,, to reviaw and inspect akitasonablo nines rho practtccs of CRS --with respect to conditions agreed to herein. Such, inspection shall normaily'be for the purpose of revlew of the operation of tha.ef trent irrigationsystem for inspection of distribution malos and, appurtenances, and for sampling at any the District's monitoring wells. CRS may It ave a. representative necompany the DiWict personnel. 25, tNDEMNIFICATIOA CA$ and the VQA, in oonsidor0on of ten dollars, receipt and sujlicitncy of which is accepted thtvugh the signing' of the Agreement shalt: defend, indenn fy and hold_ the Dlstriet harmless from and against All claims and Mbility arising out of any d schar9 caading:-environmemal pollution if such dischaigo arises diraotly from flit Arnim of CRS in the operation of its.inigation water system and not &om. the Districk'.s-operation,.ni its facilities. To the gxtont allowedsby VIIorida law, the District; in,consideradoa of ten.-dollara receipt and s.{ttticiency of which - accepted through the signing 4, the Agr¢;ement, shall defend, indemnify and hold IRS and the-. i%QA iWrunless frofi._.any. and rill -claims- and liability arising out of tidy disehargb causing. environmental pollution if such discharge arises directly fruit the action of ;he District In lita operation of Its facilities,including the District's Effluent deliverysystem. The foregoing indemnification by the District shall riot constitute a waiver of sogcreign immunity beyond the limits set Forth in Florida.-.Statut<s, Section768,2& 26. AI$CLWitiR QF THIRD FARTY'9ENEFICCARIES.T1fis Agreernent'is solely for the �tirineflt of tit's foernal partleshereto, and their successors mi ntresk-and no right or cause of actioq shall aborne,upon or by reasoniteroo4 to or:fuvtho benefit any thirdpatty not a party hereto. 27; SEVIUMBILiTY not or parties can; eoadauclo he�affdcted. To that end; this Agtccmcnt19 decldMdsovctAble. 28. LAND USE APPROVALS, This Agrontad itAsIl not be construed as a basis for sillier granting or assuringar indicating, or denying,.refusing to grant nr preventing any future grant of land nese of zonrbg appmvajs, permissions, variances, 3petial except ons, r any othtr tights with respect to the real property m the prrtgated axes. 29'. APPLICABLE LAW. This Agreement and Ilie provisions contained: herpm shall be IDIIITNf3SS WIIBBEOF, tho`ocegoing parties-iinvc stibscribed thcirluiads and seal'.a; the day, and year fifst abovomentioned. ATTFS'[`; CONtFIIJVITY RE50 , ERV•ICE G.: By: SiE;pUenG. Lowitz uicePrestdept Robeno� t, President ATTEST: VALENCIA �OLE;AND C011NTRY CLUB FIOM gWNERS:ASSOCIATION,INC., - By; Affery.Tiocl,'Preaidem ofV'ulencla Golfand. . Club flomcowners' Association, Inc, A ESTE: BOARD.OF COUNTY COIv1MrSslomw , : j OF COLLIER COUNTY, FLORIDA AS C ' c k EX -:OFFICIO Mit THE COLWER COUNTY' -- :oCfiainna r�,ite5tas''�: WATER -SEWER DISTRICT `signature only. Br- Penny Taylor,lehairma The foregoing A emcnt for Delivery and Use of Bulk Treated Wastewater EBluout for Spray n was ackr bwkdge oreby RobertoBoh President, of Community Resource Services; inc: WITNESS my hand and 4 ' soal this day of . (NOTA(tiAL SEAL) My 7 TATROEFLORIDA 11 HERIIBY.CERTIFY WITNES$,,fny� Mid and ofeCiaL seal in 4he COUM� (34PNrio! Poo) ahom duty itutiic od itilho shiWarld [red .......... . w.eUknmm tome to be .Cqp pty, FIOQ� d.co as Tho Body. of Th , C! qiijucr tcurdy teAaDfstflci fluo tkgCc044ent for. the pwppses; thqMj4 ity, coiricainionom, and ftt the sm4d.MX04 MylcornmWion Expires: B. afiiowd tli slay at st4r TLORZA comNlybirc.0WER -l" TIERRay CERTIFY ah officer duly authodked inAel state ad radwenUmm 6:Tnotobc County; FIM4 as The Ociverning Body. of The - (Zolocr Ounty *jter�c�yer Di.sHet ffawsAwmnefit for the:purposes' iheL;ln ity csionors;ba thm�thc 3cm:il&od, WITNESS'' Mid Abd 0 04L s6fl A the. CoUht Expircs, 8. afatowd this—doy of