Backup Documents 07/14/2020 Item #16C 9ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIPi 6 C 9
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines #1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routing lines # 1 through 42, complete the checklist, and forward to the County Attorney Office.
Route to Addressees (List in routing order)
Office
Initials
Date
1. N/A
2. County Attorney Office —JAB, ACA
County Attorney Office
JAB
7/23/2020
3. BCC Office
Board of County
Commissioners
4. Minutes and Records
Clerk of Court's Office
&Z
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above, may need to contact staff for additional or missing information.
Name of Primary Staff
Jennifer A. Belpedio, ACA
Telephone Number
239-252-8194
Contact / Department
Agenda Date Item was
7/14/2020
Agenda Item Number
16C9
Approved by the BCC
Type of Document
MASTER DEVELOPER AGREEMENT (2)
Number of Original
4 TOTAL
Attached
DEVELOPER PHASE AGREEMENT (2)
Documents Attached
PO number or account
N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial)
Applicable)
1.
Does the document require the chairman's original signa re STAMP OKtt
2.
Does the document need to be sent to another agency for ad o a res? If yes,
Yes*
provide the Contact Information(Name; Agency; Address; Phone on an attached sheet.
3.
Original document has been signed/initialed for legal sufficiency. (All documents to be
Yes
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4.
All handwritten strike -through and revisions have been initialed by the County Attorney's
N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5.
The Chairman's signature line date has been entered as the date of BCC approval of the
Yes
document or the final negotiated contract date whichever. is applicable.
6.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
Yes
signature and initials are required.
7.
In most cases (some contracts are an exception), the original document and this routing slip
N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8.
The document was approved by the BCC on above date and all changes made during the
Yes**
N/A is not
meeting have been incorporated in the attached document. The County Attorney's Office
an option for
has reviewed the changes, if applicable.
I this line.
9.
Initials of attorney verifying that the attached document is the version approved by the
JAB
N/A is not
BCC, all changes directed by the BCC have been made, and the document is ready for the
an option for
Chairman's si nature.
�
this line.
*Se I attached letter from Peninsula Engineering
* * otary blocks updated to comply with state law. Any reference to date as "June" changed to "July" to
coincide with BCC date. These changes are not material and agreements may be routed without further BCC
approval. JAB, ACA.
Crystal K. Kinzel
Collier County
Clerk of the Circuit Court and Comptroller
3315 Tamiami Trail East, Suite 102
Naples, Florida 34112-5324
July 29, 2020
Tammy Smith
Ave Maria Utility Company
5079 Annunciation Circle, Suite 102
Ave Maria, FL 34142
Re: Developer Phase Agreement and Master Developer Agreement
between Collier County and Ave Maria Utility Company LLLP
Ms. Smith,
Attached for your records are original copies of the documents referenced above,
approved by the Collier County Board of County Commissioners on July 14, 2020.
The Board's Minutes & Records Department has held the second set of original
agreements for the records of the Board of County Commissioners.
If your office requires further information regarding this mailing, please feel free to
contact me at 239-252-8406.
Thank you.
CRYSTAL K. KINZEL, CLERK
Ann Jennejohn,
Deputy Clerk
Attachment
16 C9
Phone- (239) 252-2646
Website- www.CollierCierk.com
Fax- (239) 252-2755
Email- CollierClerk@collierclerk.com
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ORIGINAL
This Instrument prepared by and
and should be returned to:
Sundstrom, & Mindlin, LLP
2548 Blairstone Pines Drive
Tallahassee, Florida 32301
(850)877-6555
MASTER DEVELOPER AGREEMENT
IMMOKALEE FIRE STATION #32
�h
THIS MASTER AGREEMENT, made as of this day of July, 2020, between
Collier County, a Political Subdivision of the State of Florida ("Developer"), and AVE MARIA
UTILITY COMPANY, LLLP, a Florida limited liability limited partnership ("Utility").
RECITALS
WHEREAS, the Developer is or will be the owner of land in Collier County, Florida
within the development known as Ave Maria, more particularly described in Exhibit "A" and
incorporated herein by reference ("Property"); and,
WHEREAS, the Utility owns and operates or will own and operate a potable water
production, treatment, storage, transmission and distribution system and a sanitary wastewater
collection, treatment and effluent disposal system; and,
WHEREAS, subject to the terms and conditions of this Master Agreement, the Developer
desires to obtain, and the Utility desires to provide, water and wastewater service to the Property;
and,
WHEREAS, the purpose of this Master Agreement is to set forth the general terms and
conditions under which the Utility will extend and provide water and wastewater service to the
Property, subject to the take down of specific capacity for a given phase of development through
a subsequent Developer Phase Agreement(s) to this Master Agreement; and.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the Utility and Developer agree as follows:
Definitions. For the purpose of this Master Agreement, the following terms shall have the
following meanings:
a. Active Connection - A physical connection to the Utility's water and/or wastewater
system at the Point of Delivery, whether or not service is currently being provided.
b. Authority — The Collier County Water and Sewer Authority.
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C. Consumer or Customer — Any person, firm or corporation who has entered into an
agreement to receive water and/or wastewater service from the Utility and who is
liable for the payment of that service.
d. Customer Connection (Tap -In) Charges — Payment made to the Utility for the cost
of installing a connection from Utility's water main or sewer mains, including but
not limited to the cost of piping and the Meter Installation Fee.
e. CIAC — Contribution in Aid of Construction- The amount or item of money,
services, or property received by Utility from Developer, all or any portion of which
is provided at no cost to Utility, which represents an addition or transfer to the
capital of Utility, and which is utilized to offset the acquisition, improvement, or
construction costs of the Utility's property, facilities, or equipment used to provide
service to the Property. The term includes System Capacity Charges, Main
Extension Charges and Customer Connection Charges.
f Customer Installation — All facilities on the customer's side of the Point of Delivery
forming a part of an installation to utilize water or wastewater service for any
purpose, irrespective of whether such installation is owned by the customer, used
by the customer pursuant to a contract or otherwise.
g. ERC — With respect to water service, 275 gallons per day. With respect to sewer
service, 250 gallons per day.
h. Final Acceptance — The final acceptance by Utility of the conveyance of facilities
from Developer to Utility, which occurs no earlier than one (1) year after the
Preliminary Acceptance in accordance with the terms and conditions of Utility's
Technical Standards and Specifications.
Governmental Agency — Any governmental or quasi -governmental authority that
exercises jurisdiction over or regulates the Utility and its operation, the construction
or use of the Off -Site and On -Site Facilities, or the Property or any improvements
that may be constructed thereon.
Main — A pipe, conduit or facility that conveys utility service to individual services
or other mains.
k. Main Extension Charge — Charge made by the Utility for the purpose of covering
all or part of the Utility's capital costs in extending its Off -Site Facilities to provide
service to the Property.
Meter Installation Fee — The amount authorized by the Authority for installing the
water or wastewater effluent measuring device at the Point of Delivery, including
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materials and labor required.
M. Off -Site Facilities — Water and wastewater system infrastructure components
including but not limited to supply facilities, treatment and storage facilities,
pumping facilities, transmission mains, distribution mains, collection sewers,
manholes, pumping stations, force mains and all ancillary facilities, the purpose of
which is to provide water or wastewater service to a particular Phase of the
Property, but which is not within the geographic boundaries of that Phase.
n. On -Site Facilities — The water distribution system and/or wastewater collection
system that is to be located wholly within the Property, excluding facilities that
cross the Property pursuant to an easement or other right of access and whose
primary purpose is other than to serve the Property.
o. Plans and Specifications — The engineering plans and the specifications of materials
to be used and method of construction for the On -Site Facilities prepared by a
licensed Florida engineer in compliance with all applicable laws, codes, rules,
regulations and the Utility's Technical Standards and Specifications general
construction specifications.
p. Point of Delivery — For water service, the outlet connection of the meter for metered
service or the point at which the Utility's pipes connect with the Customer's pipes
for non -metered service. For wastewater service, the point where the Customer's
sewer lateral, sewer main or service force main connects to the Utility's system.
Unless otherwise agreed to, Point of Delivery locations will be at property lines.
q. Phase — That part of the Property that is being or is to be developed as a unit by
Developer, the specific reservation of capacity for which will be addressed in a
subsequent Developer Phase Agreement to this Master Agreement.
r. Preliminary Acceptance — The preliminary acceptance by Utility of the conveyance
of On -Site Facilities or Off -Site Facilities from Developer to Utility in accordance
with the terms and conditions of Utility's Technical Standards and Specifications,
which is accompanied by a one (1) year warranty period.
S. Property — The land described in Exhibit "A" attached hereto and made a part
hereof, or any Phase thereof when applicable.
t. Refundable Advance — Money paid or property transferred to Utility by Developer
for installation of utility facilities, which may not be used and useful for a
substantial period of time, but which is made so that the proposed extension may
be rendered economically feasible.
U. Service Pipe — The pipe between Utility's Mains and the Point of Delivery, which
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includes all of the pipe, fittings and valves necessary to make the connection,
excluding only the meter.
V. System Capacity Charge — The charge made by Utility for each new connection to
its system to defray a portion of the capital costs and associated capitalized direct
labor costs of the Utility's plant or system.
W. Treatment Facility — Facilities owned by the Utility for production, treatment and
storage of water or the treatment and disposal of wastewater.
X. Utility's Performance Security — The performance security delivered by Developer
to Utility in accordance with Utility's Technical Standards and Specifications,
which is intended to secure proper construction and maintenance by Developer of
the water and wastewater facilities prior to Utility's Final Acceptance of those
facilities. The term includes a Performance Bond, Cash Bond or Irrevocable Letter
of Credit.
2. Developer's Grant of Rights and Privileges.
Developer grants and gives to Utility, its successors and assigns, the following
rights and privileges:
The exclusive right or privilege to furnish potable water and wastewater
collection service to the Property and to all buildings constructed thereon
and to all occupants thereof.
ii. The exclusive right, privilege and easement to construct, own, maintain and
operate the Off -Site and On -Site Facilities in, under, upon, over and across
the present and future streets, roads, terraces, alleys, easements, reserved
utility strips and utility sites, and any public place as provided and dedicated
to public use in the record plats of the Property, or as otherwise provided
for in agreements, dedications, or grants made otherwise and independent
of said recorded plats in accordance with this Master Agreement.
iii. The foregoing grants include the necessary easements and rights of ingress
and egress to the Property, which shall be for such period of time as Utility
or its successors or assigns shall require such rights, privileges or easements
for the reconstruction, ownership, maintenance, operation or expansion of
the On -Site Facilities and Off -Site Facilities. If Utility, after Final
Acceptance is required to relocate and install any of the Off -Site or On -Site
Facilities in lands within or without the Property lying outside the rights of
way, streets and easement areas described above, then Developer shall grant
to or obtain for the Utility, without cost or expense to Utility, the necessary
easement or easements for such relocation and installation. Such
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easement(s) shall provide that the Developer or Property owner shall be
required to relocate any structures, utilities landscaping, or other
improvements, as may be required to accommodate such relocation, without
expense to the Utility.
3. Representations, Warranties. Covenants and Agreements of Developer. Developer
represents and warrants to and covenants and agrees with Utility as follows:
a. Developer is or will be the owner in fee simple of the Property.
b. The execution, delivery and performance by Developer of this Master Agreement
are within its authorized powers and have been duly authorized by all requisite
action.
C. Developer intends to develop the Property in Phases having improvements and
requiring potable water and wastewater service.
d. Utility, or its successors or assigns, has the sole and exclusive right to provide all
potable water and wastewater service to the Property and to any property to which
water and wastewater service is actually rendered by Utility.
Developer, at its cost and expense, has or shall cause to be prepared the Plans and
Specifications, which shall be reviewed and be subject to the approval of Utility
prior to commencement of construction. Plans and specifications shall be prepared
by a duly licensed Florida engineer. If there is more than one Phase, the Plans and
Specifications may be limited to each of the Phases of the Developer's contemplated
development of the Property; however, each Phase shall conform to Developer's
master plan for development of the Property. Developer shall also deliver to Utility
survey(s) for all easements delivered or granted pursuant to this Master Agreement,
which shall specifically identify the location of On -Site and Off -Site Facilities as
built.
After approval of the Plans and Specifications by Utility and upon receipt by
Developer of all permits, licenses and approvals of the applicable Governmental
Agencies, including the Florida Department of Environmental Protection,
Developer shall cause the On -Site Facilities to be constructed by a duly licensed
Florida contractor at Developer's cost and expense in accordance with the Plans and
Specifications, the terms of this Master Agreement and the applicable laws and
governmental rules and regulations. Developer shall maintain complete and
accurate records concerning the construction (record drawings) and cost of the On -
Site Facilities including labor and materials, supervision and engineering and other
expenses as listed in the NARUC System of Accounts, and shall provide the
original cost to the Utility prior to Preliminary Acceptance. Record drawings shall
be prepared by a duly licensed Florida land surveyor in accordance with Utility's
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Technical Standards and Specifications.
g. During the construction of the On -Site Facilities and prior to Preliminary
Acceptance, Utility shall provide inspection of construction to determine
compliance with the Plans and Specifications in accordance with Section 7.4 of the
Utility's Technical Standards and Specifications. Utility shall be entitled to
perform standard tests for pressure, exfiltration, line and grade, and all other normal
engineering tests to determine that the system has been installed in accordance with
the Plans and Specifications and good engineering practices. Modifications of
approved Plans and Specifications shall be by written change order prepared by
Developer's engineer and shall be submitted to Utility for approval.
h. Upon entering into a Developer Phase Agreement, Developer shall be responsible
for all reasonable costs incurred by Utility with regard to the construction and
contribution of the On -Site Facilities and Off -Site Facilities. Such costs may
includeplan review, engineering, inspection and legal costs ("Development
Costs").
Developer, at its sole cost and expense shall transfer and convey to Utility, all of its
right, title and interest to the Off -Site and On -Site Facilities, free and clear of all
liens and encumbrances, and such conveyance shall take effect without further
action upon the Final Acceptance. As evidence of such transfer and conveyance
and prior to the rendering of service by Utility, Developer shall, (i) convey the On -
Site Facilities to Utility by bill of sale, and (ii) convey or cause to be conveyed to
Utility, all easements and/or dedicate rights -of -way required by Utility covering
areas in which On -Site Facilities are located by recordable instrument free and clear
of all liens and encumbrances and matters of record. Concurrent with the delivery
of the bill of sale, Developer shall deliver to Utility final lien waivers, affidavits,
warranties, assignments and other documentation reasonably required by Utility,
and complete and satisfactory evidence of the direct cost of construction of the On -
Site Facilities, and Utility shall have the right to inspect Developer's books and
records in order to confirm and verify such costs.
j. Subject to the provisions of Section 6, and in addition to the transfer of the On -Site
Facilities by Developer to Utility as CIAC in accordance with Section 3, Developer
shall pay to Utility System Capacity Charges on a per ERC basis for all capacity
secured for a given phase of the project as set forth in a Developer Phase Agreement
to this Master Agreement. Payment of the System Capacity Charges shall be as
follows: one-half upon approval of Developer's site plans or subdivision approval
and the balance upon Preliminary Acceptance. Developer shall deliver to Utility,
by the last day of each month, copies of all construction permits received by
Developer or its agent(s) during that month. Payment of the applicable System
Capacity Charges due shall accompany the copies of the permits.
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k. Receipt of CIAO by Utility is not intended to nor shall it be construed as a waiver
by Utility of any of its rates, rate schedules or rules and regulations, and their
enforcement shall not be affected in any manner whatsoever by Developer making
the contribution. Utility shall not be obligated to refund to Developer, any portion
of the value of the CIAC for any reason whatsoever, nor shall Utility pay any
interest or rate of interest upon the CIAC. Neither Developer nor any person or
other entity holding any of the Property by, through or under Developer, or
otherwise, shall have any present or future right, title, claim or interest in and to the
CIAC or to any of the facilities and properties of Utility, and all prohibitions
applicable to Developer with respect to no refund of contributions and no interest
payment on the CIAO, are applicable to all persons or entities. Any user or
consumer of water and sewer service is not entitled to offset any bill or bills
rendered by Utility for such services against the CIAC. Developer shall not be
entitled to offset the CIAC against any claim or claims of Utility.
Prior to Utility furnishing water or wastewater service, Developer, or any individual
customer, shall be required to pay the System Capacity Charge and Utility's Meter
Installation Fee and, if applicable, Customer Connection Charge. Developer shall
install the water meter boxes on a consumer's land at its own expense; provided,
however, that such boxes are set to grade and otherwise installed as required by
Utility.
M. Unless Utility, at its sole discretion, elects to make the customer connection,
responsibility for connecting the Customer Installation to the lines of Utility at the
Point of Delivery is the Developer's, or an entity other than Utility, and as to such
connections, it is agreed that:
All Customer Installation connections must be inspected by Utility before
backfilling and covering any pipes;
ii. The type of pipe for Customer Installations shall be first specified by Utility;
iii. Notice to Utility requesting an inspection of a Customer Installation
connection, and the meter box, if installed by Developer, is to be given by
either the plumber or Developer, and the inspection will be made within
twenty-four (24) hours;
iv. If the Developer does not comply with the foregoing inspection procedures,
Utility may refuse service to a connection that has not been inspected; and
V. The costs or expenses of constructing all Customer Installations and all
costs and expenses of operating, repairing and maintaining any Customer
Installation shall be that of Developer or an entity other than Utility.
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n. All Off -Site and On -Site Facilities, following conveyance to Utility, shall at all
times remain in the sole, complete and exclusive ownership of Utility, its successors
and assigns, and used or held for use by Utility in connection for providing water
and sewage service to its customers, and any person or entity owning any part of
the Property or any of the improvements constructed or located thereon, shall not
have any right, title, claim or interest in and to Off -Site and On -Site Facilities, or
any part of them, for any purpose, including the furnishing of water and wastewater
services to other persons or entities located within or beyond the limits of the
Property.
o. Developer will not engage in the business of providing potable water or wastewater
service to the Property. The parties intend that Utility shall have the sole and
exclusive right and privilege to provide water and wastewater service to the
Property and to the occupants of each residence building or unit constructed
thereon.
P. By its execution of this Master Agreement, subject to the limitations of Section
768.28, Florida Statutes, Developer indemnifies and holds Utility harmless from
and against all losses, damages, claims and costs arising out of (i) the relocation
and installation by Utility of the On -Site Facilities, or any part thereof, not installed
completely within the applicable easements and rights of way and (ii) any and all
defects, including materials and installation, in the On -Site Facilities which are
discovered within a period of one (1) year following the date of Preliminary
Acceptance. Developer shall provide Utility with a Utility's Performance Security,
undertaking to maintain the On -Site Facilities in good condition and working order
for a period of one (1) year following Preliminary Acceptance. Until Final
Acceptance, Developer shall maintain and be responsible for and make any repairs
or replacements to the On -Site Facilities. If Developer fails to maintain and make
such repairs and replacements in a timely fashion, Utility may, at its option,
undertake such action as it deems necessary, and the Developer shall reimburse
Utility forthwith upon demand for any cost it incurs in taking such action.
q. If Developer is not obligated to pay Utility a Main Extension Charge under this
Master Agreement, it shall pay Utility as each individual unit applies for service,
the sum representing the applicable Customer Connection Charge then in effect for
the service to be provided.
Developer acknowledges that it has received and has had the opportunity to become
and is fully familiar with the terms and conditions of Utility's Water and
Wastewater Tariffs, including the Service Availability Policy therein contained as
filed with and approved by the Authority ("Tariff'), as well as, Technical Standards
and Specifications which are available for inspection at Utility's office during
normal working hours. In the event of any conflict between this Master Agreement
and the Utility's Tariffs or Technical Standards and Specifications, the Tariff or
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Technical Standards and Specifications shall prevail.
S. Developer acknowledges that notwithstanding any other provision herein to the
contrary, and notwithstanding Utility's acknowledgment that the Property may be
developed in Phases, all water and/or wastewater service planned in subsequent
Phases is subject to Utility's availability of unreserved capacity at the time of
development of any subsequent Phases and that Utility is under no obligation to
provide such water and/or wastewater service until such time as Utility has been
paid the applicable System Capacity Charge for any such subsequent Phase and
such available capacity has been confirmed to Utility by the applicable
Governmental Agencies.
t. If the Property or any part thereof is used as a restaurant, hospital, nursing home or
any other use involving commercial kitchen facilities, or any other use requiring
the utilization of a Grease Trap (as hereinafter defined), Developer shall include as
part of the On -Site Facilities, as appropriate, such grease interceptors or grease traps
(a "Grease Trap") as may be required by Utility or by applicable law, codes, rules,
regulations and standards pertaining thereto, as the same may from time to time be
amended (the "Grease Trap Rules"). All wastewater from any grease producing
equipment, including floor drains in food preparation areas, must first enter the
grease trap for pretreatment before the wastewater is delivered to Utility's
collection lines. Provisions for a Grease Trap shall be included in the Plans and
Specifications and shall call for such size, capacity and other specifications as are
required by the Grease Trap Rules and any requirements of Utility and the
applicable Governmental Agencies. Developer shall obtain the necessary permits
for the Grease Trap and shall operate and maintain the same in accordance with the
Grease Trap Rules and any requirements of Utility and the applicable
Governmental Agencies. Developer shall furnish Utility with copies of all permits,
maintenance schedules and service invoices that Developer is required to provide
under the Grease Trap Rules. Utility shall have the right, but not the obligation, to
inspect and test any Grease Trap in order to ensure Developer's compliance with
the terms hereof. Developer's obligations and Utility's rights hereunder with respect
to any Grease Trap shall apply even if such Grease Trap is a part of the On -Site
Facilities and such On -Site Facilities are not required to be dedicated and
transferred to Utility pursuant to Section 3. Developer shall indemnify and hold
harmless Utility from and against any and all liability, cost, expenses and fees,
including attorneys' fees and costs, arising or resulting from Developer's failure to
install and adequately maintain a Grease Trap including, without limitation, any
costs or expenses resulting or arising from damage to Utility's wastewater system
lines, lift stations and plant facilities caused by grease, oil, fats, prohibited solvents
or any other materials entering into or coming in contact with such lines, lift stations
and plant facilities because of Developer's failure to adhere to the provisions.
U. All private fire lines, if any, in or about the Property, shall be constructed in
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accordance with the requirements of all Governmental Agencies. All such fire lines
shall remain the property of Developer and Developer shall be solely responsible
for the construction, use, maintenance, repair and replacement of the same. Utility
assumes no responsibility for the condition or quality of Developer's private fire
lines or for the adequacy of their flow. In addition, Utility shall be paid a base
facility charge for service to such private fire lines in accordance with Utility's
Tariff, Developer shall install and maintain a fire system connection sized to the
meter relating to such fire lines in accordance with Utility's requirements. The fire
system connection shall remain the Developer's property.
V. The parties acknowledge that a Master Irrigation System is being established for all
development within Ave Maria. Developer will be responsible for the irrigation
lines within its Property. The Master Irrigation System will purchase all available
effluent from Utility at the rates then in effect and will supplement this as needed
with groundwater. The Master Irrigation System will pass the reasonable costs of
effluent and operations on to the end users or homeowner's associations in a pro
rata manner. Developer agrees to take irrigation service from the Master Irrigation
System, and to require all customers within the Property to take such service when
available. Any facilities within the Property which utilize cooling water shall not
introduce cooling water into the Utility's water, wastewater or irrigation systems.
Any service required of the Utility to accommodate cooling water systems within
the Property shall be the subject of a separate special services agreement.
4. Preliminary and Final Acceptance. Preliminary and Final Acceptance of the Off -Site and
On -Site Facilities (or such part thereof as will serve a Phase) by Utility shall occur in
accordance with the terms and conditions of Utility's Technical Standards and
Specifications.
5. Conditions to Utility's Obligation. Utility shall not be obligated to perform under this
Master Agreement unless all of the following conditions precedent have been satisfied:
a. The parties have entered into a Developer Phase Agreement to this Master
Agreement applicable to a particular Phase in the development of the Property.
b. Developer's representations and warranties contained in this Master Agreement are
true and correct in all respects;
C. Developer shall have fully performed in all respects its covenants and agreements
contained in this Master Agreement;
d. Receipt by Utility of all necessary approvals and authorizations from the applicable
Governmental Agencies to provide water and wastewater service to the Property
pursuant to the use the Off -Site and On -Site Facilities. If the Property is not within
Utility's service area, Utility may, at its election and at the cost and expense of
10
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Developer, file the necessary and proper applications, in which event (i) Utility
shall diligently make the necessary and proper applications to all applicable
Governmental Agencies, but shall not be liable in any manner for the failure to
obtain the same, and (ii) Developer shall cooperate with Utility in its effort to obtain
the requisite approvals and will prepare and deliver such information, instruments
and other matters needed by Utility with respect of making such applications;
e. Developer's delivery to Utility of Utility's Performance Security as contemplated
by Utility's Technical Standards and Specifications,
f. Preliminary Acceptance has occurred;
g. Delivery by Developer to Utility of all instruments, documents and other matters
required under this Master Agreement; and
h. Payment to Utility by Developer of all fees and other sums due and payable under
this Master Agreement, including payment of the System Capacity Charges as set
forth in Section 3.j.
6. Rights, Covenants and Agreements of Utility. Upon payment of the System Capacity
Charge pursuant to Section 3, Utility shall reserve the necessary plant capacity to provide
Developer with service for the applicable Phase for which payment has been made. The
reservation of capacity shall commence from the date of payment and continue for a period
of 36 months. The System Capacity Charges are non-refundable unless Utility is able to
sell the reserved capacity to another applicant for service within the period described in the
preceding sentence. Upon the earlier of 36 months from the payment of System Capacity
Charges or receipt of written notice from Developer cancelling such reservation of capacity
and requesting a refund of System Capacity Charges ("Reservation Cancellation"), Utility
shall use reasonable efforts to resell the remaining reserved capacity over a period of 36
months from the Reservation Cancellation. In the event Utility resells some or all reserved
capacity, refunds to Developer of System Capacity Charges (i) shall be remitted to
Developer quarterly; (ii) shall be limited to amounts actually paid by Developer as System
Capacity Charges hereunder; and (iii) shall be made without interest. Upon satisfaction of
all of the conditions precedent to Utility's obligations under this Master Agreement (or
Utility's waiver thereof), and provided an Event of Default (as defined in Section 7) has
not occurred, Utility, subject to the Tariffs, shall furnish water and/or wastewater service
to the Property and to each Phase thereof, subject to the following terms and conditions:
a. The rates to be charged Developer, its successors and assigns, and individual
consumers for water and sewer service shall be those in effect at the time of
customer connection and then existing in the Tariff of Utility; provided, however,
that Utility, its successors and assigns, may establish, amend or revise, from time
to time thereafter, and enforce, modified rates for such service. Time of customer
connection shall mean the date on which the Customer Installation is physically
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16Cy
connected to the Service Pipe or Utility Mains such that service is available.
b. Utility may establish, amend or revise from time to time hereafter, and enforce,
rules and regulations concerning water and wastewater service to the Property.
C. Notwithstanding anything in this Master Agreement to the contrary, the applicable
Governmental Agencies may from time to time hereafter authorize an increase in
the amount Utility may collect for System Capacity Charges, Customer Connection
Charges and the Main Extension Charges for service to the Property. Such charges
shall be adjusted to reflect the authorized increase for those ERCs reserved by the
Master Agreement but not yet connected to the Utility System as of the effective
date of the increase. Any increase shall be paid within thirty (30) days of notice to
Developer of such increase or upon connection of the affected ERC, whichever is
earlier.
d. Utility agrees that Developer, its successors or assigns, shall have the right to grant
non-exclusive easements to other persons, firms or corporations to provide the
Property with utility services other than water and wastewater service, provided
such easements do not interfere with the easements, rights and privileges granted
Utility by Developer, its successors or assigns.
e. Provided Utility has available unreserved capacity, when Utility has received
payment of the applicable System Capacity Charge for each Phase, Utility agrees
to assist Developer in completing applicable DEP form(s), as such relate to the
reservation of capacity under this Master Agreement for such Phase. It is
understood and agreed, however, that while such capacity may be reserved, Utility
is obligated to provide such service only in accordance with the terms of this Master
Agreement.
f. Utility shall not pay any interest to Developer or to any other entity or individual
except to the extent, if any, expressly agreed to hereunder or mandated by
Association.
7. Event of Default. The term "Event of Default" as used in this Master Agreement means
the occurrence of any one or more of the following:
a. Developer's failure to timely perform the covenants and agreements contained in
this Master Agreement or Developer's failure to comply with the terms and
conditions of Utility's Technical Standards and Specifications.
b. If any of Developer's representations or warranties contained in this Master
Agreement are not true and correct.
C. If Developer is voluntarily adjudicated a bankrupt or insolvent; seeks, allows or
12
16Cy
consents to the appointment of a receiver or trustee for itself or for all or any part
of its property; files a petition seeking relief under the bankruptcy or similar laws
of the United States, or any state of competent jurisdiction; makes a general
assignment for the benefit of creditors; or admits in writing its inability to pay its
debts as they mature.
d. If a court of competent jurisdiction enters an order or judgment of decree appointing
without the consent of the Developer, a receiver or trustee for the Developer, or for
all or any part of the property of the Developer or approving a petition filed against
the Developer seeking relief under the bankruptcy or other similar laws of the
United States or any state or any other jurisdiction and such order, judgment or
decree remains in force undischarged and unstayed for a period of 30 days.
Upon the occurrence of an Event of Default, Utility, in addition to any other remedy it may
have, may at its option refuse to provide water and/or wastewater service to the Property
beyond service already being rendered to individual customers (other than the Developer
or its agents or subcontractors) and to any of the improvements therein and terminate this
Master Agreement by written notice thereof to Developer. In addition to all other remedies
Utility may have, including a suit for damages and/or equitable relief, upon an Event of
Default it shall be entitled to retain the amounts received under Sections 3 and 6 and any
other sums paid or payable hereunder and to sell all or a portion of the capacity reserved
hereunder without obligation, to provide alternate or substitute capacity. The foregoing
remedies upon an Event of Default shall apply except as may be otherwise provided in any
other applicable rule or regulation of any Governmental Agency.
Force Maieure. Utility shall not be liable or responsible to Developer by reason of the
failure or inability of Utility to take any action it is required to take or to comply with the
obligations imposed hereby or for any injury to Developer, which failure, inability or injury
is caused by force majeure. The term "force majeure" as employed herein means Acts of
God; strikes, lockouts, or other industrial disturbances; acts of public enemies, wars,
terrorism, blockades, riots, acts of Armed Forces; epidemics; breakdown of or damage to
machinery, pumps, or pipelines, landslides, earthquakes, fires, hurricanes, storms, floods
or washouts; arrests, title disputes, or other litigation; withdrawal of governmental approval
or permits or restraints or moratoriums imposed by a Governmental Agency; civil
disturbances; explosions; inability to obtain necessary materials, supplies, labor or permits
whether due to existing or future rules, regulations,_orders, laws, or proclamations either
federal, state or county, civil or military; adoption of new or modification of existing rules
by a Governmental Agency; or by any other causes, whether or not of the same kind as
enumerated herein, not within the sole control of Utility and which by exercise of due
diligence Utility is unable to overcome.
9. Miscellaneous.
a. This Master Agreement shall be effective and its terms and conditions binding on
13
16C9
the parties unless (1) Utility receives a notice of disapproval from the Authority, in
which event this Master Agreement shall be null and void, or (ii) the Authority
requires any modifications or amendments of the terms of this Master Agreement,
in which event this Master Agreement shall, at the option of Utility, be null and
void or be modified or amended accordingly. This Master Agreement is subject to
Utility's Water Tariff and Wastewater Tariff. If a conflict between this Master
Agreement and either of Utility's Tariffs exists, the Tariff(s) shall control.
b. Developer is subject to Utility's Technical Standards and Specifications. This
Master Agreement shall be construed in a manner that is consistent with the terms
and conditions of Utility's Technical Standards and Specifications. Nothing in this
Master Agreement is intended to modify or otherwise limit Developer's obligation
to adhere to Utility's Technical Standards and Specifications. Unless expressly
modified in this Master Agreement or as provided in Utility's Technical Standards
and Specifications, the terms and conditions set forth in Utility's Technical
Standards and Specifications shall remain in full force and effect and not modified
by this Master Agreement.
C. This Master Agreement shall be binding upon and shall inure to the benefit of
Developer, Utility and their respective assigns and successors by merger,
consolidation or conveyance. This Master Agreement shall not be sold, conveyed,
assigned, transferred or otherwise disposed of by Developer without the written
consent of Utility first having been obtained, except in the case of a bona fide sale
of the Property by Developer to a third party, in which event consent shall not be
unreasonably withheld. Any such attempt not authorized by Utility in writing shall
be void ab initio.
d. Until further written notice by either party to the other, all notices provided for
herein shall be in writing and delivered by U.S. certified mail, and if to Developer,
at:
Collier County Government
2800 North Horseshoe Drive
Naples, Florida 34104
and if to Utility, at:
Ave Maria Utility Company, LLLP
5076 Annunciation Circle, Suite 102
Ave Maria, Florida 34142
e. This Master Agreement supersedes all previous agreements or representations,
either verbal or written, heretofore in effect between Developer and Utility, made
with respect to the matters herein contained. No additions, alterations or variations
14
16C9
of the terms of this Master Agreement shall be valid, nor can provisions of this
Master Agreement be waived by either party, unless such additions, alterations,
variations or waivers are expressed in writing and duly signed by both parties.
f. If either the Utility or Developer enforces this Master Agreement by judicial
proceedings, administrative proceedings, all appeals of judicial or administrative
proceedings, or otherwise, then the prevailing party shall be entitled to recover from
the other party all costs incurred, including reasonable attorneys' fees.
g. All of Developer's representations and warranties and the obligation of Utility to
fully perform all of its covenants in this Master Agreement shall survive and
continue subsequent to Utility providing water and wastewater service in
accordance with the terms of this Master Agreement.
h. If the Property is developed in Phases, the terms and conditions of this Master
Agreement shall apply with respect of each such Phase.
Any failure by either party to insist upon the strict performance by the other party
of any of the terms and provisions of this Master Agreement shall not be deemed
to be a waiver of any of the terms or provisions of this Master Agreement and such
party failing to require such strict performance shall have the right thereafter to
insist upon strict performance by the other party of any and all of them.
The use of any gender shall include all other genders. The singular shall include
the plural and the plural the singular where the context so requires or admits.
k. The paragraph headings contained in this Master Agreement are for reference only
and shall not in any way affect the meaning, content or interpretation hereof.
This Master Agreement may be executed in separate counterpart copies and so long
as each party executes separate counterpart copies or the same copies, this Master
Agreement shall become binding and enforceable as a contract.
M. All instruments, documents and other matters that Developer is obligated to deliver
to Utility shall be in form and substance satisfactory to Utility and its counsel.
n. In the event this Master Agreement is amended, each such amendment shall apply
to each then existing or subsequent Developer Phase Agreements to this Master
Agreement except to the extent that the respective amendment expressly specifies
otherwise, and/or to the extent that the respective Developer Phase Agreement
expressly specifies otherwise.
15
1 C9
IN WITNESS WHEREOF, Developer and Utility have executed and delivered this
Master Agreement as of the day and year first above written.
ATTEST:
CRYSTAL°K. KINZEL, CLERK
B}t.. LV C.
TY CLERK
`c6.151'!`17.M.
01141 t"
signature only. .
Approved as to form and legality:
Jenne . Belpedio
Assistant County Attorn
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
BURT L. SAUNDERS, CHAIRMAN
AVE MARIA UTILITY COMPANY, LLLP
A Florida Limited Liability Limited Partnership
By Its General Partners:
Barron Collier Corporation,
A Florida Corporation
General Partner
(Corporate Seal)
By:
Bradley A. Bo ice "dent
Nua Baffle, LLC
A Flori Limited Liability Company
G ral P
By.
Paul R. Roney, Preside
Reviewed By:
16
Jason Vogel, Sr. Project Manager
S acc -
16C9
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by mea3v6f ❑ physical presence or ❑ online
notarization this day of , 2020, by . Such person(s)
Notary Public must check applicable box:
❑ are personally wn to me.
❑ produced i her current driver license.
❑ nro ed as identification.
(Notary Seal)
Notary Public
Printed Name of Notary:.
Commission Number: _
My Commission Expires:
STATE OF FLORIDA
COUNTY OF F6,(, b ti
The foregoing instrument was acknowledged before me by means of 91p-hysical presence or ❑ online
notarization this day of -)„1,, , 2020, by 0R.c,� Je, a. &4 z . Such person(s)
Notary Public must check applica�blee x:
C are personally known to me.
❑ produced his/her current driver license.
oduced as identi cation.
(N KIM D. DAVIDSCN y, y -(Y
Notary Public - State of Florida Notary Public
* �.l Commission # GO
154782 ry
= My Comm. Expires Feb 19, 2022 Printed Name of Not
:F,oi ��?� BondedthroughNallonalNotaryAssn. Commission Numb er ISg %YL
My Commission Expires:
STATE OF FLORIDA
COUNTY OF " II lcr
The foregoing instrument was acknowledged before me by means of ®'physical presence or ❑ online
notarization this day of �» I Si � , 2020, by 1 G k 19, Rv . Such person(s)
Notary Public must check applicable box:
2r"a-r-e personally known to me.
❑ produced his/her current driver license.
❑ produced as i ntif ation.
(Notary Seal) 1:,, /5
Notary Public
KIM D. DAVIDSON
Printed Name of Notary: vw.
M11
Nota y PublicCommission Number. ��� 1 `} 17 Commission15
My Commission Expires:E 2
o : My GOMM. Xo— e
••"��;;!,;;"• Bonded through National Notary Assn.
17
OR 5608 PG 2083
1 C �►
Exhibit "A"
Legal Description — 4-Acre Parcel
Tract "F-7", Ave Maria Unit Two, Park of Commerce, recorded in Plat Book 48, pages 22
through 28, Collier County, Florida.
And
The South 109.47 feet of Tract "F-6", Ave Maria Unit Two, Park of Commerce, recorded in Plat
Book 48, pages 22 through 28, Collier County, Florida, as measured parallel with the southerly
line of said Tract "F-6". --_—
This Instrument prepared by and
and should be returned to:
Sundstrom & Mindlin, LLP
2548 Blairstone Pines Drive
Tallahassee, Florida 32301
(850)877-6555
DEVELOPER PHASE AGREEMENT
IMMOKALEE FIRE STATION #32
16C9
ORIGINAL
THIS AGREEMENT, made as of this day of July, 2020, between COLLIER
COUNTY GOVERNEMENT ("Developer"), anAAMARIA UTILITY COMPANY, LLLP, a
Florida limited liability limited partnership ("Utility").
RECITALS
WHEREAS, on July, 2020 Developer and Utility entered into a Master Developer
Agreement ("Master Agreement") which sets forth the general terms and conditions for the
provision of potable water and central wastewater service within the Ave Maria development; and,
WHEREAS, the Master Agreement contemplates the parties will enter into a series of
Developer Agreements that will apply to particular Phases of Developer's Project; and,
WHEREAS, Developer is now ready to develop the property set forth in Exhibit "A" and
incorporated herein by reference ("IMMOKALEE FIRE STATION #32") and Utility is prepared
to provide potable water and central wastewater service to IMMOKALEE FIRE STATION 432
as more specifically set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the Utility and Developer agree as follows:
1. The above referenced recitals are true and correct and, along with the Master
Agreement, are incorporated herein by reference.
2. Pursuant to Section 30) of the Master Agreement Developer agrees to pay to Utility
System Capacity Charges of $8,611.32 for water service and $7,348.27 for wastewater service. In
consideration thereof, Utility agrees to reserve 13.26 ERC's of water system capacity and 13.06
ERC's of wastewater system capacity for IMMOKALEE FIRE STATION 932, and to provide water
and sewer services in accordance with the terms of this Agreement, the Master Agreement, and the
Utility's approved Tariffs.
3. Prior to approval of Plans and Specifications, Developer shall pay Utility a Plan
Review and Construction Observation Fee in the amount of 0.75 percent (plan review) plus 2.25
percent (construction observation) of the Estimate of the Probable Construction Cost as required
16C9
by the Utility's Technical Standards and Specifications. The Plan Review and Construction
Observation Fee shall cover costs incurred by the Utility with regard to the construction and
contribution of On -Site Facilities and Off -Site Facilities and any other costs incurred in the
execution and performance of this Agreement. The parties agree that this Paragraph replaces and
supersedes the provisions set forth in Section 3(h) of the Master Agreement and any other
provisions therein related to this subject.
4. In the event Developer, or other occupants of the IMMOKALEE FIRE STATION
432 property utilize capacity in excess of the reservation made under this Agreement, Developer shall
be required to pay additional System Capacity Charges for such capacity. The rate to be paid shall
be the System Capacity Charge then in effect, according to the Utility's then approved tariff. In the
event Developer wishes to construct units in addition to those for which capacity is reserved
hereunder, an amendment to this Agreement shall be required. In no event shall Utility be obligated
to provide water or wastewater service to the IMMOKALEE FIRE STATION 432 at Property in
excess of the amounts set forth herein. If all or part of the IMMOKALEE FIRE STATION #32
Property requires additional water and/or wastewater service, revised plans and specifications shall
be prepared by Developer, to be approved by Utility, and a new agreement, or Amendment to the
IMMOKALEE FIRE STATION #32 Agreement, which directly relates to the respective additional
terms and/or additional facilities, shall be executed prior to granting additional capacity or the
installation of the additional facilities.
IN WITNESS WHEREOF, Developer and Utility have executed and delivered this
Agreement as of the day and year first above written.
ATTEST:
CRYSTAL K. KINZEL, CLERK
BY""' c .
U Y CLERK
S d
signature bny
Approved as to form_and legality:
Jennifer A. Belpedio
Assistant County Attorn y
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
'At
, o4eze�
By:
BURT L. SAUNDERS, CHAIRMAN
16C9
AVE MARIA UTILITY COMPANY, LLLP
A Florida Limited Liability Limited Partnership
By Its General Partners:
Barron Collier Corporation,
A Florida Corporation
General Partner
(Corporate Seal)
By:?LA/
Bradley A. Bo , Vic resident
Nua Baile, LLC
A Florida Limited Liability Company
General Earnrer\
By:
Paul R. Roney, President
Reviewed By:
Jason Vogel, Sr. Project Manager
STATE OF _
COUNTY OF
The foregoing instrument was acknowledged before me by means of ysical presence or ❑ online
notarization this day of , 2020, by _. Such person(s)
Notary Public must check applicable box:
❑ are personally know me.
❑ produced his/h urrent driver license.
❑ produce as identification.
(Notary Seal)
Notary Public
Printed Name of Notary:
Commission Number: _
My Commission Expires:
STATE OF -FIDti �c,
COUNTY OF
The foregoing instrument was acknowledged before me by means of R physical presence or ❑ online
notarization this day of 1`ttt` :Sti �., , 2020, by & a, &tiz . Such person(s)
Notary Public must check applicable box
personally known to me.
❑ produced his/her current driver license.
roduced as i tific_tion.
( p 'j) KIM D. DAVIDSON
•� • < = Notary Public - State of Florida
» Commission # GG 154782 Notary TIC
My Comm, Expires Feb 19, 2022 Printed Name of Notary.
Bonded through National NolaryAssn Commission Number: %�SZ.
My Commission Expires:
STATEOF
COUNTY OF U Ili cr
The foregoing instrument was acknowledged before me by means of Ca"Ohysical presence or ❑ online
notarization this day of _, ,(s, 15 0- 12020,by�qql R. Ro ru . Such person(s)
Notary Public must check applicable box:
M- re personally known to me.
❑ produced his/her current driver license.
❑■
(Notary Seal)
KIM D. DAVIDSON
Notary Public-S(aleof Florida
Commission # GG 154782
s o :
My Comm. Expires Feb 19, 2022
Bonded Through National Notary Assn
produced as ide, tificati n.
Notary Pub is
Printed Name of Notary: r,. al ✓ r G) `D r-,
Commission Number: Cv C 1 S q 7Y
My Commission Expires: 2— V, —ZC?- ZZ
Ca
OR 5608 PG 2083
16C9
Exhibit "A"
Legal Description — 4-Acre Parcel
Tract "F-7", Ave Maria Unit Two, Park of Commerce, recorded in Plat Book 48, pages 22
through 28, Collier County, Florida.
And
The South 109.47 feet of Tract "F-6", Ave Maria Unit Two, Park of Commerce, recorded in Plat
Book 48, pages 22 through 28, Collier County, Florida, as measured parallel with the southerly
line of said Tract "F-6". / CQ
atiti Lrl��
rk� c�RCI�