Resolution 1998-297RESOLUTION NO. 98- 297
:\ RF. SOI.UTION BY TIlE BOARD OF COUNTY ('OMMISSI()NI'~RS ()1:
('¢)I.I.IER COUNTY. FI.ORIDA. AS TIlE GOVERNING BOI)Y OF C()I.I.II'~R
¢'¢)UNTY ANI) AS EX-OFFICIO Tile GOVI'~RNIN(i BOARI) ()F TIlE
C()I.I.IER COUNTY WATER/SEWER DISTRICT: PROVIDING FINDINGS
I'I!RSUANT TO SECTION 125.3401. FLORIDA STATUTES: DF. TI';RMININ(i
TIlE ACQUISITION OF TitE PURCHASE OF TIlE ROOKERY BAY
\VASTEWATER SERVICE TERRITORY IS IN TIlE PUI½LIC INTI£REST.
CONSIDERING CERTAIN MINIMUM CRITERIA AND STATUTORY
POINTS OF CONSIDF. RATION AND MAKING AND ADOPTING A
~T:VFEMENT TttA'F 'FILE PURCIIASE AGREEMENT IS IN 'FILE PIJBI.IC
INTEREST. INCI.UDIN(; A SUMMARY OF TIlE COI:NTY'S I'~XPI-~RIENCI:~
IN \V:\STI.~\VATF~R t:'FII.ITY OPERATION AND OF FINANCIAl. ABII.ITY
TO I'ROVID[i SUClt SF. RVICES AND PROVIDE FOR PilASF. D-IN USER
R.,VFI-~S.
BI! IT Ri!SOI.VED BY TIlE BOARD OF COUNTY COMMISSK)NliRS OF
£'OIJ. IER COUNTY. FLORIDA. as the Governing Body of Collier County and as l!x-
officio the (ioverning Board of the Collier ('ounty Water/Server District. that:
I. The Board of County Commissioners of Collier (.'ounty. Florida. ;ss thc governin~ ,~
bodx of Collier County and as ex-Officio the Governing Board of the Collier County '"
\%tcr;.%wcr District (hcrcinaffcr "County"), and staff' from thc Collier County Public
I)Msion have considered and reviewed the most recent available income and expense
statement for the utility, the most recent available balance sheet for ihe utility, listing assets.
liabilities, contributions in aid of construction and the accumulated appreciation thcrcol: and a
the existing rate base of die utility lbr regulator).' purposes. This infiwmation was
obtained from thc Rookery Bay Services. Inc. and the preliminaD' reports filed with thc Collier
County Utility Authority Board for the )'ear ended December. 1997.
Thc County. by and through its Public Works Administrator and staff, has
inxestigatcd and is generally apprised as to thc physical condition of that portion of the t,lility
facilities necessary for interconnection of thc existing collection system presently owned by the
County with the system owned by Rookery Bay Services, Inc. (RBS). Thc County has
ncgoti:~tcd with RBS and the parties have a written agreement which re'xsonably assures that
RB.~ shall continuously and properly operate the utility syslem until closing, on the sale. and
OR: 2460 PG: 0695
thc (',~tmty x~'ill opt. rate and maintain the utility systems thereafter to ~rvc the present and
ftHurc connections thereto.
3. The County has conside~d the ~onableness ofentering into a purchase agreement
with RBS. The agreement requires that the abandonment and dismantling tff plant trcalmcnt
facilities remain thc responsibility of RBS. RBS shall retain all real eslatc, buildings and
improvements except those lands descriMd s~cifically for the gravity collection systems, any
Ibrce main system and~or pump or lift stations, which shall ~ ~sets of thc Collier County
Watcr/SexYer District. The County h~ dete~ined that Ihe subject agreement is
allcrnative and that the consideration, covenants and te~s thereof are reasonable, l'his
determination is made paflially in the interest of providing for a smoolh sen'icc Imnsition in an
aucmpt to avoid dispute or oppoaunity cosl. ~th kno~n and unkno;~n, and in thc interest of
mutual cooperation aimed at best sen'lng thc public in an cx~ditious and efficient lhshion.
4. The County has considered the im~c~ of the con~uences of the subject purchase
agrccnlcnt on ~th thc rate payers within Ihe p~nl RBS sec'ice area as well as rate paycr~
within thc Collier Count)' Walcr~'Sewer District.
5. The County is cu~ently prepared to install sewer transmission lhcilities to the
r~spcctix'c points of connection within the RBS ~n'ice area. Given that the cu~ent Rookery Bay
Wastcwatcr Facility is at its capacity and h~ a long histo~ of ~r regulatoq' compliance, it is
hereby concluded by the Count)' that the public will ~ ~t ~'ed by an amicable, smooth and
accelerated sec'ice transition from RBS to the County's regional facilities.
6. RBS has agreed to constmcl the neces~D, facilities for connection to the County's
regional transmission and treatment facilities. Impact fees for the Count)' ~gional transmission
and treatment facilities have ~en collected from ~me RBS c~lome~. To Ibc extent not already
collected by the County. impact fees will ~ collected from all RBS c~tome~ over time as well
as from ik~ture customers, in confo~ance with the County's applicable impact fee ordinances.
7. It is in thc public interest that long range planning, o~rational and financial
~m~mg~mcnt and long te~ maintenance, upkeep and o~ration of waler, sewer and i~igation
lhcilitics within the Collier County Water/Sewer District ~ re~onably unifo~, e~cient and
economical.
OR: 2460 PG: 0696
~¢. \Vith the exception of the Six L's Farm located in Section 8. Township 51S. Range
271!. th< entire RookeD' Bay franchise service area is within the Collier County Water/Sewer
District boundaries and is presently served by County water service as a utility.
9. Maintaining the integrity and the ability of the Collier County Water/Sewer
District to provide regionalized water, sewer and irrigation services within its boundaries is
consistent with the County's comprehensive plan.
10. The County has considered the estimated necessary additional investment required
to provide a transition from the present RookeD' Bay wastewater treatment facilities to
County's regional facilities, and hereby declares its willingness and ability to make such
investment. The County has considered the alternatives to this purchase agreement wilh JIBS
and the potential impact on the rate payers, both in the Rookery Bay semice territoD' area within
tile Collier County \Valor/Sewer District. The expense and charges resultant from operating a
sub-standard treatment facility are uneconomical and inefficient vis-a-vis provision of regional
treatment and transmission facilities by the CCWSD. Additionally, failure to transition service
from Rookery Bay Utility might be generally inconsistent with the County's Gro~lh
Managcn~cnt Plan and with specific objectives related to the development and furtherance of the
re~2io~azd wz~stewatcr system as embodied in the wastcwater master plans adopted by thc 1½C'U.
1 I. The County has continually evidenced and exhibited the ability to provide and
maintain high quality and cost effective water and sewer utility services.
12. The County operates a regional water and sewer utility district which has
continuously for many years provided regional water and sewer treatment services to the coaslal
urban l'ringe of Collier County. The County's experience and expertise is beyond any serious
dispute over that period of time. and it continues to grow. The County operates two regional
wastcwater lreatment facilities with respective capacities of 8.0 and 7.5 million gallon per da)'.
The County's regional water/se,o,er district is administered by the Collier County Public Works
Division. The Collier County Wastewater Department employs approximately 100 persons in
accomplishing its sc~'ice mission.
13. The County has the financial ability to provide sewer service to the current Rookery
13ny scrx'i¢c area within Collier County. The County has budgeted for extension of necessary
OR: 2460 PG: 0697
sewer transmission facilities Io serve the Rookery Bay service area. This activity is consistent
with the County's Comprehensive I'lan. Additionally. the County is able to pay the monetary
consideration and meet the covenants required under the subject purchase agreement. In both
instances I\mds arc available without the current necessity of borrowing money.
14. The County Commission has considered the RookeD' Bay franchise sen, icc
tcrrit,~D purchase agreement attached hereto and, after having heard public comment on same at
the public hearing conducted pursuant to Section 125.3401. Florida Statutes. and baying
considered by way of example and not limitation:
(a) tile many and varied circumstances surrounding the necessity for sen'ice transition:
(b) the County's objectives of providing, and commitment to provide, regionalized utility
serviccs;
(c) tile past. current and potential future operating framework for Ihe provision of utilities in the
Rookery Bay franchise sen'ice area:
(d} the alternatives, abilities and economics of providing water and sewer utility services to
Ro,kcry Bay franchise service area:
(e) thc needs and desires of rasidcnts, rate payers and landowners in the Collier County
Water/Sewer District. both inside and outside the RookeD' Bay service area; and
(f) thc land development obligations of the original developers and subsequent purchasers in the
RookeD· Bay sen'icc area to provide and receive interim sewer treatment until such time as
development in these areas can be connected to the County's regional treatment facilities;
(g) alternative procedures lbr achieving the objectives and fulfilling the commitments of local
gox'ernmcnt to provide regionalized utility sen'ices; and
(h) the record and PreliminaD' Order regarding this sale and purchase, ms submitted to the Board
by the County's Utility Authority including its findings of facts and conclusions of law.
13. The County Commission hereby finds and concludes that the Rookery, Bay Utility
Service Purchase Agreement represents the best alternative, both short and long term. which best
serves, protects, presen'es and administers all of the various, and sometimes competing, interests
and desires involved or affected and the purchase of this system is in the public interest.
16.
The Count)' has considered ~he impacts o£the monthly user rat~ on the current
Rookery Bay Services. Inc. customers. Customers who are moderately or severely cffectcd by
Col licr County user rates will be pha.~d-ln over a one or two )'eat period.
17. Thc RookeD' Bay Utility Service Area Purchase Agreement attached hereto and
incorporated herein by reference is hereby accepted and adopted: and thc County's Chairman is
hereby authorized to execute same on behalf of the Board and the District.
THIS RESOLUTION ADOPTED AFTER MOTION. SECOND AND MAJORITY
VOTIi FAVORING ADOPTION.
,,/' /
ATTEST: '
DWIGI I1 E. BROCK. CLERK
B Y: /> ~ '_ . 'MI/'
Deputy Clerk
Attest as to Chatrm~'~
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY. FLORIDA. A
POLH'ICAL SUBDIVISION OF TIlE
STATE OF FLORIDA. AND AS EX-
OFFICIO TIlE GOVERNING BOARD
OF THE COLLIER COUNTY
WATER/SEWER DISTRICT "
BY:~N
Approved as to form and
legal sufficiency.
Thomas C. Palmer
Assistnnt County Attorney
OR: 2460 PG:
0699
AGREEMENT OF PURCHASE AND SALE OF WASTEWATER ASSETS
By and Between
ROOKERY BAY SERVICES, INC.
Seller,
and
THE BOAED OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA AS THE GOVERNING BODY
OF COLLIER COUNTY AND EX-OFFICIO THE GOVERNING BOARD
FOR THE COLLIER COUNTY WATER-SEWER DISTRICT
Purchaser.
Covering the sale of the wastewater system
of the Seller to the Purchaser
July, 1998
OR: 2460 PG: 0700
TABLE OF CONTENTS
BACKGROUND
2.
3.
4.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Furnishing of Documenls
Covenant to Sell and Purchase and Description of Purchased Assets
Purchase Price; Payment
Developers' Agreements, Reuse Agreements, Rights Thereunder
and Service to Customers
Purchaser's Warranties
S ~tler s Warranties
Permitted Encumbrances
Conditions Precedent to Closing
Closing Date and Closing
Survival
Miscellaneous Provisions
SIGNATURE PAGE
Exhibit 1 - Legal Description
Exhibit 2 - Schedule of Excluded Assels
Exhibit 3 - Rookery Bay Franchise Service Territory
Exhibit 4 - Port Au Prince Lots
Rookery Bay Services, Inc.
Agreement of Purchase and Sale of Wastewale.' AeaMs
Page 2 of 15
3
3
4
5
6
6
6
7
7
8
9
9
11
12
13
14
15
Intllal:
Purcha.~
Seller
OR: 2460 PG: 0701
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT ("Agreement") is made this ~ day of 'b~...~z.~r- , 1998, by and
between ROOKERY BAY sERVICES, INC., a Flodda corporation (hereinafter r~eferred to as lhe "Seller"),
whose principal address is 801 Laurel Oak Drive, Suite 710, Naples, Flodda, and THE BOARD OF
COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA AS THE GOVERNING BODY OF
COLLIER COUNTY AND EX-OFFICIO THE GOVERNING BOARD FOR THE COLLIER COUNTY
WATER-SEWER DISTRICT (hereinafter referred to as the "Purchaser"), whose address is 3301 East
Tamiami Trail, Public Works Division, Building H, Third Floor, Naples, Flodda.
BACKGROUND
The Seller owns and operates a sanitary wastewater collection, treatment and disposal system
which provides service to certain territory in unincorporated Collier County, Florida, and which operates
pursuant to permits issued by the Flodda Depadment of Environmental Regulation and territorial
authorization issued by the Board of County Commissioners of Collier County, Florida (hereinafter Ihe
"Commission').
The Purchaser has determined that acquisilion of lhe Seller's customer base, Iransmission
mains, supply pipes and Additional Facilities as defined herein (hereinafter collectively referred to as lhe
"Utility System") is in lhe best interesl of the Purchaser and public. The Purchaser is desirous of
purchasing tho Utility System, and lhe Seller is willing to sell il !o the Purchaser upon Ihe terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and covenants of lhis Agreement and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:
1. FURNISHING OF DOCUMENT~.
Thirty,' days prior to Ihe execution of this Agreement, the Seller will make the following documents
received by Seller from Rookery Bay Ulility Company ("RBU") available to the Purchaser l'or inspection, !o
lhe extent such documents are in the Seller's possession or control:
Exhibit A: Plans and specifications showing the wastewaler treatmenl planls of the Utility System,
togelher with a map showing the wastewater colleclion lines, lift stations, and appudenances, and all
other facilities constituting the Utilily System.
.Ex.__hibi! B_: Seller's Wastewater Certificate No.06S (previously RBU Cerlificate No. 06S) issued by
the Commission (hereinafter referred to as the "Franchise Cerlificale").
Exhibit C: A schedule and copies oi' all active agreements between RBU and owners, developers
or bulk customers of properly to be provided wastewater service (hereinafter collectively referred to as
"Developers' Agreements").
Exhibit D: A copy of all books, records and reports of the Utility System, including those provided
to Seller by RBU.
Exhibit E.: Copies of all permits, applications or other documents (including those provided to
Rookery Bay Services, Inc.
Agreement of Purchase and Sale of Wastewaler Asse~s
Page 3 of 15
Initial:
Purchas~
Seller
OR: 2460 PC: 0702
Seller by RBU) demonstrating approval (past or present) of the facilities of the Utility System by all
applicable governmental authorities, Including, but not limited to, the Florida Department of Environmental
Regulation and the Collier County Water and Wastewaler Aulhority.
Exhibit F: A list of customers by name, address, and account number.
Exhibit G: Form of bill of sale to be executed and delivered by Seller to Ihe Purchaser at the lime
of Closing.
Exhibit H: List of "Excluded Assets" as referenced in Article 2(b) hereof.
Exhib t h List o1' items or expenses to be prorated a[ Closing, if any, as called for pursuant to this
Agreement.
Exhibit J: A legal description of all easements and rights-of-way to be provided to Purchaser for
lift stations, pumping stations, transmission mains, supply pipes, irrigation quality water and disposal
facilities, valves, and all other physical facilities and property installations related to facilities to be used by
Purchaser.
The Purchaser shall have twenty (20) wo~ing days following receipt of the aforementioned
Exhibits for review ("Review Period") and within which !o notify Seller of any requests for informalion or
additions to the Exhibits. Should Purchaser fail to notify Seller of a request for information or additions
with respect to an Exhibit within the Review Period, Purchaser shall be deemed to have completed its
review and to have approved thai Exhibit. Nevertheless, Purchaser may make requesls for additional
information concerning Exhibits after the Review Period provided, however, that no such request made
after lhe Review Period, or response lhereto from the Seller, shall be a basis eilher for delaying or
refusing to submit this Agreemenl to the Board of County Commissioners for approval or for delaying the
Closing.
2. .COVENANT TO SELL AND PURCHASE~ AND DESCRIPTION OF PURCHASED ASSET.'~.
The Purchaser hereby agrees Io buy, and the SeIler hereby agrees to sell, Ihe Purchased Assets
of the Seller to the Purchaser for Ihe Purchase Price and upon the lerms, and subject to the conditions
and other provisions hereof.
(a) For convenience, Ihe lerm "Purchased Assets" shall be used to designate the assels
(UtiliIy System customer base, transmission mains, supply pipes, and the Additional Facilities defined
herein) which Seller owns or in which it has an interest regarding the Utility System as described in the
Exhibits set forth above (but shall not include the "Excluded Assets" described in paragraph 2(b) hereof),
and which include the following:
(1) All easements, licenses and rights-of-way and consents owned by Seller for the
construction, operation and maintenance of the Utility System.
(2) All certificates, immunilies, privileges, permits, licenses, license .rights,
easements, consents, grants, ordinances, leaseholds, rights-of-way and all fighls to construct, maintain
and operate Ihe Utility System for the collection and disposal of wastewater and every right of every
character whatever in connection therewilh, and the obligations thereof, logelher wilh all rights granted lo
Seller under the Certificate described in Exhibit B. Upon Closing, this Agreement shall operate as a
Rookery Bay Services, Inc.
Agreement ot' Purchase and Sale of Wastewaler ^ssels
Page 4 of 15
Initial:
Purcha~..~
Seller
OR: 2460 PG: 0703
lransfer of all such rights to Purchaser. The parties shall cooperate in applying for and obtaining transfer
of all such rights requiring regulatory approval or notice.
(3) All past and current customer records, prints, plans, engineering reports,
surveys, speci~cations, shop drawings, equipment manuals, and other information reasonably required by
Ihe Purchaser which are in possession of Seller and its agents on the Closing Date pertaining to the
operation of the Utility System.
(4) One (1) set of drawings showing the sanitary wastewater collection, treatment
and disposal facilities of the utility. Such drawings shall also include any original tracings, sepias or other
reproducible material where same is in possession of Seller.
(5) All rights of Seller under the Developers' Agreements described in Exhibit C and
as provided for herein.
(bi The lerm 'Excluded Assels" shall include:
(1) Cash or bank accounls of Seller which are Seller's sole property and are not
subject Io refund lo customers, including developers, bulk customers or others.
(2) Escrow and other Seller provisions for payment of federal income taxes, state
income faxes and other taxes which remain Seller's responsibility.
(3) Such other property or rights which are not ulilized in Ihe operation and
maintenance of the Utility System in Collier Courtly and listed on exhibits herein.
of Seller.
(4)
All notes and accounts receivable (including connection charge holes receivabre)
(5) The real estate owned by Seller and all buildings and improvements owned by
Seller Iocate.d thereon, as described in Exhibit '1'.
(6) All wastewaler treatment and disposal facilities of every kind and description
whatsoever, including but no/limited Io pumps, planls, tanks, Iransmission mains, supply pipes, irrigation
quality water and effluent disposal facilities, valves, and all olher physical facilities and properly installa.
tions in use in connection wilh lhe Rookery Bay Ulility Wastewaler Treatment Plant operated by the
SeIIer, as further described in Exhibit '2".
3. PURCHASE PRICE;PAYMENT.
(al The Purchaser agrees Io pay a tolal cash consideration in the amount of One Million Two
Hundred Thousand and 00/100 Dollars (S1,200,000) ("Purchase Price"), in order to acquire the
Purchased Assets from the Seller, Io be paid at Closing by check made payable to Rookery Bay
Services, Inc.
(bi Additionally, Purchaser agrees lo reimburse Seller, at Closing (in addition to the
Purchase Price), in an amount agreed upon by the parties sufficient to pay the costs Incurred by Seller for
the planning, design, and construction of a pump station, including, but not limited to, costs of
supe~/ision, inspections, engineering, drawings, permit applications, materials, construction of the station,
transmission lines, supply pipes, collection pipes, valves, service connections, if any, and other items as
Reeker7 Bay Services. Inc. Initial: Purchase~
Agreement of Purchase and SaFe o~' Wastewater Assels
Page 5 of i 5
Seller ,.~
OR: 2460 PG: 0704
agreed to by the parties (the "Additional Facilities"). Such reimbursement shall be made at Closing by
check made payable to Rookery Bay Services, Inc.
4. DEVELOPERS' AGREEMENTS.
(a) Purchaser shall not be bound by any agreements to which the Purchaser is not a
signatory pady.
5. PURCHASER WARRANTIES.
Purchaser represents and warrants as follows:
(a) The Purchaser will, subsequent to Closing, and consistent with prudent business
practices, industry standards applicable thereto, Purchaser's Ordinances, rules and regulations, and the
requirements of the appropriate governmental agencies having jurisdiction over the assets and
businesses of said Utility System:
(1) Provide wastewater services to all properties, improvements thereon and the
occupants thereof, located within the wastewater service area defined by Franchise Certificate No.06S as
described in Exhibit '3" attached hereto.
(b) Purchaser acknowledges thai Seller shall not own nor shall Seller have any mainlenance
obligations or responsibilities for any gravity collection systems and/or pump or lift stations constructed or
to be constructed for lhe Purchaser.
(c) That Purchaser has not dealt with either a broker, salesman, or finder in connection with
any part of the transaction contemplated by Ibis Agreement, and, in so far as it knows, no broker,
salesman or other person is entitled to any commission or fee with respect to such transaction.
(d) Purchaser shall maintain, repair and/or replace only those specific utility facililies to which
title is being.:.conveyed to the County pursuant Io this Agreemenl. This provision shall not affect any
similar obligation, if any, that the County expressly assumed by wrilten agreement to which Ihe County is
a signatory pady.
(e) In no event shall Seller be obligated or required lo pay any Collier County Impact Fees or
other costs with regard to customers of lhe utilily, including wilhout limitation, Developers and Bulk
Service Customers who had enlered into agreements wilh RBU.
6. SELLER'S WARRANTIES.
Seller represents and warrants as follows:
(a) The Seller has full corporate power and authority to execute, deliver and perform under
this Agreement and the Collateral Documents which, when executed and delivered by the Seller, will
constitute the legal, valid and binding obligation of the Seller in accordance with their terms and Section
607.1202, Florida Stalutes.
(b) The Seller will permit full examination by lhe Purchaser's authorized representatives of all
existing contractual obligations, physical systems, assels, rights-of, way and easements utilized by the
Seller in the ordinary course of business by the Seller.
Rookery Bay Services. Inc.
Agreement of Purchase and Sale of Wastewater Assets
Page 6 of 15
Initial: Purchas~
Seller
OR: 2460 PG: 0705
(c) The representations and warranties contained herein or made hereunder, and the
Exhibits, collateral documents, certificates, schedules and other documents furnished in connection with
the transaction contemplated hereby are those documents received by Seller from RBU. No further
representations are made hereby.
(d) Prior to Closing, the Seller shall operate and maintain Ihe Utility System in a normal and
usual manner.
(e) Seller has made a lump sum payment to Purchaser in the amount of Fifty-five Thousand
and 00/100 Dollars ($55,000.00), and thereby each of the 122 lots in the Port au Prince service area (see
Exhibil 4 altached hereto) shall be credited with an impact fee payment of $450.82, including instances
where more than a single adjacent lot is owned by the same owner(s). To the extent that the credit does
not pay the total impact fee attributable to each lot, the unpaid impact fee balance shall be duo and owing
to Purchaser in accordance with applicable provisions of Purchaser's Ordinances. In no event, however,
shall Seller be obligated or required Io pay any additional Impact Fees, or other costs, with regard to the
Port Au Pdnce service area.
(0 That Seller has nol dealt with eilher a broker, salesman, or finder in connection with any
part of the transaction contemplated by Ibis Agreement, and, in so far as lhey know, no broker, salesman
or olher person is entitled to any commission or fee with respect to such lransaclion.
(g) Seller has not authorized the placing or depositing of hazardous substances on the real
estate portion or' the Purchased Assets except, if at all, in accordance with the applicable Environmental
Laws, and Seller has no actual knowledge of any hazardous subslance having been, or currently being,
placed or deposited on lhe premises except in accordance with such Laws.
7. PERMITTED ENCUMBRANCES.
(a) .Permitted Encumbrances. 'Permilled Encumbrances" mean and include the following:
(1) Easements, restrictions, reservations, rights-of-way, conditions and limitations of
record, i~' any, ¥/hich are not inconsistent wilh Seller's other warranties and obligations contained in Ihis
Agreement, which are not coupled with any reverter or fodeiture provisions, including (without limitation)
any drainage, canal, mineral, road, or other reservations of record In favor of the State oi' Florida or any of
ils agencies or governmental or quasi-govemmenlal entities, none of which, however, shall impair or
restrict the use of the property for the operation of the Utility System.
(2) Such other matters as are permitted under the lerms of Ihis Agreement.
Also not less than ten (10) working days prior to Closing, Seller shall deliver to
Purchaser any survey in Seller's possession, which survey(s) shall set forth all existing easements, alleys,
slreets and roads, and show all Additional Facilities on the property and distances to boundary lines.
8. .CONDITIONS PRECEDENT TO CLOSING.
The obligations of each party to dose the transaction contemplated by lhis Agreement are subject
to the conditions that, on or before the Closing Date:
(a) Neither party shall be prohibited
Rookery Bay Services. Inc.
Agreement of Purchase and Sale of Waslewater Assets
Page 7 of 15
by lawful decree or law from consummating the
Initial: Purchas~
Seller ._~
transaciion.
OR: 2460 PG: 0706
(bi Pursuant to Section 125.3401, Flodda Statutes, the Board of County Commissioner shall
have ratified and approved, the execution of this Agreement and authorized the purchase of the
Purchased Assets and certified copies of lhe resolutions evidencing such ratification and approval have
been delivered to the Seller.
(c) The Department of Environmental Protection has agreed, in writing, not to lransfer or
impose any fines and penalties currently assessed against RBU to the Seller or to the Purchaser.
(d) All warranties and representations herein of the parties hereto shall be true as of the
Closing Date,
9. _CLOSING DATE AND CLOSING.
(al This transaction shall dose between lhe 25~ day and the 31~ day of the month in which
the Additional Facilities is completed, unless changed by mutual agreement of the parties ("Closing").
(bi At Closing:
(1) All accounts receivable due Seller for wastewater service as of the date of
Closing shall be retained and collected by the Seller. Subsequenl to Ihe closing date. the Purchaser will
bill all customers. Sel~er shall furnish to Purchaser, al closing, a listing of all currenl customers, their
addresses and their billing cycle (monthly; annually).
a. All customers who paid annually for wastewater services and a podion of
those services that have not yet been rendered as of the Closing Date, the Seller will allocate a prorated
share of the annual billing as a deduction to lhe Purchase Pdce. The Seller shall furnish lo Purchaser, at
Closing, a list of all annually billed customers and th.-, dollar amount of lhe prorated share (by customer)
that was deducted from the Purchase Pdce.
b. Specifically with regard Io Six L's Farm, lhe padies acknowledge Ihat this
customer is billed yearly (in January) for the pasl year's usage. As such, revenues from this customer
shall be estimaled based upon the reading of the masler meter at this location pdor to Closing, and shall
be made wilh a credit to the Seller as an addition to the Purchase Price.
(2) Each of the parties hereto shall pay Ihe fees of its own attorneys, bankers,
engineers, accountants, and other professional advisers or consultanls in connection with lhe negotiation,
preparation and execution of this Agreement and any documents associated with the Closing of the sale
and purchase transaction contemplated herein, unless olhenvise provided for in this Agreement.
(3) All bills for services rendered in connection with lhe operation or the Utility
System prior to Closing shall be paid by Seller.
(4) As an addition to the Purchase Price, Purchaser shall reimburse Seller for ell pre-
approved expenses and costs Incurred by Seller for Ihe planning, design, and conslruclion of the
Additional Facilities. The authority lo pre-approve said expenses and costs is hereby delegated to
Purchaser's Public Works Administrator, who shall base all such approvals on a reasonable application of
standards generally prevailing in the engineering and construction Industries in connection with the
Rookery Bay Services, Inc.
Agreemenl of Purchase and Sate of Waslewaler Assets
Page B o~ 15
Initial:
Purchas~
Seller ..~
OR: 2460 PG: 0707
planning, design and construction of facilities such as or similar to the Additional Facilities. Seller will be
under no obligation to plan, design or construct the Additional Facililies prior to the Public Wor~s
Administrator's pre-approval of all expenses and costs. At closing, Seller will assign to Purchaser all its
rights or warranties under any design or construction contracts for the Additional Facilities. Upon said
assignment, Seller shall have no further obligations of any kind to Purchaser with respect to the Additional
Facilities and Purchaser shall be deemed to have accepted the Additional Facilities "as is" and without
warranties from Seller of any kind or nature, whether Implied or expressed and whether of fitness for a
particular purpose or of merchantability or otherwise.
(5) All prorations required pursuant to the provisions of this Agreement shall be
made and agreed upon by the parties hereto.
10. .SURVIVAL.
The provisions of Article 2(b) and Articles 5, 6, 7, and 11(d) shall survive the Closing hereof and
not be merged herein.
11. .MISCELLANEOUS PROVISIONS.
(a) Prior to or simultaneously with the Closing hereof, each party will deliver to lhe other its
opinion of counsel thai it has full legal authority lo enter in~o this Agreement, lhat the Agreement and all
collateral documents have been duly authorized and are binding on lhe party, and to the besl of such
counsers belief, the execution, delivery and performance of the Agreement and the collateral documents
does not constitute a breach or violation by such party of any agreement to which it is a party.
(b) This writing embodies the entire agreement and underslandings belween the parlies
hereto and Ihere are no other agreements or understandings, oral or wrillen, with reference to the subject
matter hereof that are not merged herein and superseded hereby. No alteration, change or modification Io
the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. This
Agreement, regardless of where executed, shall be governed and construed according to the laws of the
State of FIon.'.da. This Agreement may be executed in each of several copies, each of which shall be
considered ah original.
(c) Each party will, al any lime and from time 1o time after lhe Closing Date, upon request of
the other party, execute, acknowledge and deliver, or will cause to be executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, powers of attorney and assurances as
may be required in order to implement and perform any of the obligations, covenants and
agreements of the parties herein. Good faith is a condition of Ibis Agreemenl. In no event, however,
shall this provision be construed 1o allow access by the Purchaser or third parties to the books and
records of any affiliated corporalion of the Seller.
(d) Neither Purchaser nor Seller may transfer or assign this Agreement or lhe respective
duties or obligations hereunder without obtaining lhe prior written consent of the other except that
Purchaser hereby consenls to the assignment of this Agreement by the Seller to its stockholders or to a
Trustee in liquidation of the Seller.
(e) Any Notice or other document to be given hereunder by either party Io the other shall be
in writing and shall be delivered personally or sent by ceflified mail, postage prepaid, or by facsimile
transmission. , ,~:~.
Rookery Bay Services, Inc.
Agreement o¢ Purchase and Sale or Wastewater Assets
Page 9 or 15
Initial:
Purchas~
If to the
OR: 2460
Purchaser:
ATTN: Mr. Ed Ilschner
Public Works Administrator
Collier County Public Works DMsion
Building H, Third Floor
3301 East Tamiaml Trail
Naples, Florida 34102
PG:
070
If to the Seller:
ATTN: Mark J. Woodward, as Authorized Agent
Rookery Bay Services, Inc.
801 Laurel Oak Drive, Suite 710
Naples, Florida 34103
With a copy to:
ATTN: Joseph Llvio Parisl, Esq.
4001 Tamiami Trail NoAh, Suite 350
Naples, Florida 34103
(0 All representations and warranties heretofore made by any party to the other are merged
into this Agreement.
(g) The headings used are for convenience only, and lhe parties herein agree that they shall
be disregarded in the construction of this Agreement.
th) The parties acknowledge fha/Purchaser and Seller shall have the right to seek specific
performance to compel the Seller or Purchaser, to act or perform In accordance with the requirements of
this Agreemenl. Such dght of specific performance shall not, however, be the sole or exclusive remedy of
each party against the olher and each party fmlher hereby preserves its rights to seek damages, due to
the failure of the olher to dose this Agreement or to satisfy the obligalions conlained herein which exist
arler Closing.
ti) The drafting of lhis Agreement conslituted a joint effort of the parties hereto, and in lhe
interpretation hereof, it shall be assumed that no party had any more input or influence herein than any
other.
(j) It is agreed by and between the paAies hereto that all words, terms, and conditions
herein contained are to be read in concert, each with the other, and that a provision contained under one
heading may be considered to be equally applicable under another heading in the interpretation of lhis
Agreement.
(k) This Agreement is solely for Ihe benefA of lhe parties hereto and no other causes of
action shall accrue upon or by reason hereof to or for lhe benefit of any third party, who or which is not a
formal party hereto.
(The Remainder of this Page is Intentionally Left Blank).
Rookery Bay Services. Inc.
Agreernen! of Purchase and Sale of Wastewate~ Assef~
Page $ 0 of 15
Initial:
Purchase~
Seller .~'
OR: 2460 PG: 0709
12o#mm
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed the
day and year aforesaid in counterparts, each counterpart to be considered an original.
ATTEST:
DWIGHT E. BROCK, CLERK
Deputy Clerk
Attest as to Chatr~n'$
~ltgn~ture on15.
WlT.//cN~S ES:
(type or print name)
~,~ ~, ~ ~. ',
(type or print:hame)
THE BOARD OF COUNTY COMMISSIONERS
FOR COLLIER COUNTY, FLORIDA AS THE .... :'
GOVERNING BODY OF COLLIER COUNTY
AND EX-OFFICIO THE GOVERNING BOARD
FOR THE COLLIER COUNTY WATER-SEWER
DISTRICT.
BARi~b~ B/BERRY,
ROOKERY BAY SERVICES, INC.
BY:
Approved as Io form and
legal sufficiency.
Thomas C. Palmer,
Assistant County Altorney
Rooken/Bay Services, Inc.
Agreement of Purchase and Sale of Waslewaler Assets
Page 11 of !5
Initial:
Purchase~
Seller C;/..~...
OR: 2460 PG: 0710 1 2.. C ~ ~
EXHIBIT 1 - LEGAL DESCRIPTION
A parcel of land located in a portion of Section 14, Township 51 Soulh, Range 26 East, Collier County,
Florida, being more particularly described as follows:
The SE 1/4 of the NE 1/4, of the NE 1/4, Section 14, Township 51 South, Range 26 East, Collier County,
Florida;
LESS AND SUBJECT TO:
Any easements needed in support of the Additional Facilities.
(The Remainder of this Page is Intentionally Left Blank).
Rookery Bay Services, Inc.
Agreement of Purchase and Sale of Wastewater Assets
Page 12 of 15
Initial:
Purchase~)'~
Setler ~
OR: 2460 PG: 0711
EXHIBIT 2. - SCHEDULE OF EXCLUDED ASSETS
.150 WWTP: all personal property assets Including:
1 blower and associated motor, all parts, small tools, equipment related to plant operation.
.300 VWVTP: all personal property assets including:
· 2 b[owers and associated motors
· 1 well water pump and motor
· 1 water pressure tank
· 1 Polysonic flowmeter, associated chart recon:ler, manuals, supplies, parts, records, etc.
· 1 surge pump and motor
· 1 chlorinator system, pads, manuals, etc.
· Air pac system
· Miscellaneous hand tools, supplies, parts relaled to plant operation
Monitoring wells built to DEP standards and in operation, quarterly reporls, and records,
drawings, etc. related to groundwater monilodng wells.
Port au Pdnce .006 vvvv'rP
· 1 blower and motor
· 1 lift slation, pump, motor and related equipment
· Fence
· Krohm flowmeter, force main, related equipment installed to County specifications.
Accounts Receivable
(The Remainder of this Page is Intenlionally Left Blank).
Rookery Bay Services, Inc.
Agreement of Purchase and Sate oF Wastewater Assets
Page 13 of 15
Initial:
Purchase~'
C
OR: 2460 PG: 0712 1 Z
EXHIBIT 3 - ROOKERY BAY FRANCHISE SERVICE TERRITORY
Township 51 Soulh, Ranoe 26 East, .C011i~l' County
Section 3 - The South % of Section 3 lying East of S.R. 951 and Soulh of U.S. Highway 41.
The SE ¼ of the SW %, and the SW % of lhe SE % lying South of Henderson Creek.
Section 10 - The North % lying East of S.R. 951 and the North % of the North % of the South % lying East
of S.R. 951.
The NW¼ of the NE %and the NE % of the NVV%.
Section 11 - The NW % of the NE % and the NW % lying South of U.S. Highway 41 and the SW %.
Section 12 - The West % of East % lying North of U.S. Highway 41.
That podion of the NW % of lhe SW % lying South of U.S. Highway 41 (Tamiami Trail) and that portion of
the SW ¼ of the NW ¼ lying South of U.S. Highway 41:
AND
The SW ¼ of the SW ¼.
LESS THE FOLLOWING DESCRIBED PARCEL
Starting at the Northwest corner of lhe property at the inlersection of lhe South Right of Way of U.S.
Highway 41 and the Wesl line of Section 12, Township 51 Soulh, Range 26 East, Collier County, Florida,
and proceeding Southerly along the Section line for approximately 870 feet; thence Easterly for 330 feet,
thence Northerly for 660 feet, thence Weslerly along U.S. Highway 41 Southerly Right of Way for
approximately 390 feet !o the Point of Beginning comprising approximately 5.8 acres.
Section 13 - All of Section 13.
Section 14 -.The NE ~ of the NE N.
Seclion 15 - The South % of the South % lying Easl of S.R. 951.
Township 51 South, Ranae 27 Easl. Collier Courtly
Section 8 - NE Y, of NE %.
Ail of Sections 18 and 19.
Section 20 - East % and the East % of SW % and the South % of the SE % of NW %.
(The Remainder of this Page is Intentionally Left Blank).
Reeker'/Bay Services, Inc.
Agreement of Purchase and Sale of Waslewaler A~ef~
Page 14of 15
Inltlal:
Purchase,r,,~
Selle~ ~
*** OR: 2460 PG: 0713 ***
12C4,
EXHIBIT 4- PORT AU PRINCE LOTS
The following Port Au Prince lots will benefit from lump sum impacl fee payment of S55,000.00.
Lots along Isle of St. Thomas Street, including:
Port Au Prince Lot 61 Port Au Prince Lot 72 Port Au Prince Lot 81 Port Au Prince Lot 91
Port Au Prince Lot 62 Port Au Prince Lo! 73 Port Au Prince Lot 82 Port Au Prince Lot 92
Port Au Prince Lot 63 Port Au Prince Lot 74 Port Au Prince Lot 83 Port Au Prince Lot 93
Port Au Prince Lot 64 Port Au Prince Lot 75 Port Au Prince Lot 84 Port Au Prince Lot 94
Port Au Prince Lot 65 Port Au Prince Lot 78 Pod Au Prince Lot 85 Port Au Prince Lot 95
Port Au Prince Lot 66 Port Au Prince Lot 77 Port Au Prince Lot 86 Port Au Prince Lot 96
Pod Au Prince Lot 67 Port Au Prince Lot 78 Port Au Prince Lot 87 Port Au Prince Lot 97
Port Au Prince Lot 68 Port Au Prince Lol 79 Port Au Prince Lot 88 Port Au Pdnce Lot 98
Port Au Prince Lot 69 Port Au Prince Lot 79A Pod Au Pnnce Lot 89 Port Au Prince Lot 99
Port Au Pdnce Lot 70 Pod Au Pdnce Lot 80 Pod Au Prince Lot 90 Port Au Prince Lot 100
Pod Au Prince Lot 71 Port Au Prince Lot 80A
Lois a:onD Moon Bay Street, including:
Pod Au Prince Lot 41 Port Au Prince Lot 51 Port Au Prince Lot 101 Port Au Prince Lot 111
Port Au Prince Lot 42 Port Au Prince Lol 52 Port Au Prince Lot 102 Port Au Prince Lol 112
Port, Au Pdnce Lot 43 Port Au Prince Lol 53 Port Au Prince Lol 103 Pod Au Prince Lot 113
Pod Au Prince Lot 44 Port Au Prince Lot 54 Pod Au Pdnce Lot 104 Port Au Prince Lot 114
Port Au Pdnce Lot 45 Port Au Prince Lot 55 Port Au Prince Lot 105 Port Au Prince Lot 115
Port Au Prince Lot 46 Pod Au Prince Lot 56 Port Au Prince Lot 106 Pod Au Prince Lot 116
Pod Au Prince Lot 47 Port Au Prince Lot 57 Port Au Prince Lot 107 Pod Au Prince Lot 117
Fo,~ Au Pdnce Lot 48 Port Au Prince Lot 58 Port Au Pdnce Lot 108 Pod Au Prince Lot 118
Port, Au Prince Lot 49 Port Au Prince Lol 59 Port Au Pdnce Lot 109 Pod Au Prince Lot 119
Pod Au Prince Lot 50 Port Au Prince Lot 60 Port Au Prince Lot 110 Port Au Pdnce Lot 120
Lots along Ocho Rios Street, including:
Pod Au Prince Lot 21A Port Au Prince Lot 29 Port Au Prince Lot 121 Port Au Pdnce Lot 131
Pod ,~u Princo Lot 21B Port Au Prince Lol 30 Port Au Pdnce Lol 122 Pod Au Prince Lot 132
PoX Au Prince Lot 22A Port Au Prince Lot 31 Port Au Pdnce Lot 123 Port Au Prince Lot 133
Pod Au Pdnce Lot 22B Port Au Prince Lot 32 Pod Au Pdnce Lot 124 Pod Au Pdnce Lot 134
Port Au Pdnce Lot 23 Port Au Prince Lot 33 Port Au Pdnce Lot 125 Port Au Prince Lot 135
Pod Au Prince Lot 24 Port Au Prince Lot 34 Pod Au Pdnce Lot 126 Port Au Pdnce Lot 136
Port Au Prince Lot 25 Port Au Prince Lot 35 Port Au Pdnce Lot 127 Port Au Prince Lot 137
Port Au Prince Lot 26 Port Au Prince Lot 36 Port Au Pdnce Lot 128 Port Au Prince Lol 138
Port Au Prince Lot 27 Port Au Pdnce Lot 37 Port Au Pdnce Lot129 Port Au Pdnce Lot139
Pod Au Prince Lot 28 Port Au Prince Lot 38 Port Au Prince Lot 130 Pod Au Prince Lot 140
('rhe Remainder of this Page is Inlentionally Left Blank).
Rookery Bay Services, Inc.
Agreement of Purchase and Sate of Waslewaler Asse~s
Page 15of 15
Initial:
P urch as ~_~..
S elle~ ~_._