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Agenda 07/13/2021 Item #16C20 (Addendum to the Orange Tree Integration Agreement)07/13/2021 EXECUTIVE SUMMARY Recommendation to approve an Addendum to the Orange Tree Integration Agreement, authorizing the County to vacate 7 +/- acres of the water treatment plant portion at the former Orange Tree Utility Company’s treatment plant property, which is no longer required by the County. OBJECTIVE: To authorize the County to vacate back to the Orange Tree Utility/Developer Entity a larger un-utilized portion of the previously Board approved decommissioned water treatment plant located at the former Orange Tree Utility Company’s treatment plant property. CONSIDERATIONS: On January 24, 2017 (Agenda Item 9.B) the Board approved by Resolution 2017-14, an Integration Agreement (hereafter the “Agreement,” see attached Resolution and incorporated Agreement) between the Collier County Water Sewer District (“CCWSD”) and the Orange Tree Utility Company (“OTU”). Generally, the Agreement memorialized the conveyance and transfer of the OTU water and wastewater utility plant operations to the CCWSD, for subsequent operation by the District, and included the deeding of the plant property, wells, lift stations and related appurtenances subject to certain conditions. In part, the Agreement states at Article VII. Post-Integration Commitments, as follows: Section 7.01 Treatment Plants Property (A) Pursuant to the Development Agreements, as amended by Ordinance 12-09, at such time as the County discontinues operation of the water treatment plant or the wastewater treatment plant located on the Treatment Plants Property, and the provisions of section 10.01 of Ordinance 2012-09 are satisfied by Orange Tree and Developer, the County will vacate that portion of the Treatment Plants Property no longer required by the County. (B) Upon discontinuance of the water treatment plant or the wastewater treatment plant, the County shall perform an environmental audit relating to the portion of the Treatment Plants Property reverting to Developer of the same scope as the environmental audit provided to the County by Developer and Orange Tree prior to the Integration Date, and the County agrees to remedy any environmental issues at its own cost and (b) the County agrees to dismantle and remove all improvements identified by the County as no longer being used or useful in the continue d operation of the facilities to remain on the Treatment Plants Property, at the County’s cost, within 24 months of the County’s discontinuance of the water or the wastewater treatment plant. (emphasis added) On February 25, 2020 (Agenda Item 16.C.11) the Board approved the permanent discontinuation of water treatment plant operations and authorized the County to vacate approximately 3.9 acres of the water treatment plant portion at the former Orange Tree Utility Company’s treatment plant property. Subsequently, the former owners of the Orange Tree Utility Company approached staff asserting entitlement to a greater portion of the water treatment plant property, as well as a northern parcel located immediately adjacent to the fully operational wastewater treatment plant operated by the County. Through negotiations, Staff and the former owners have reached a tentative agreement subject to Board approval to vacate 6.97 +/- acres (the “Vacated Property”), subject to the terms and conditions outlined in 16.C.20 Packet Pg. 1460 07/13/2021 the Addendum to Integration Agreement, included as Attachment 1 (hereafter the “Addendum”). The recommended Vacated Property now encompasses the entirety of the former water treatment parcel property, which is no longer being used by the County, but does not include the northern parcel nor the return of various easements/well sites that OTU originally sought during negotiations. Further, the County will retain all underground utility easements for its pipes and mains and will receive a future easement for a Master Pump Station on the northern parcel when it vacates the wastewater treatment site in the future. Upon Board approval, the Vacated Property will be conveyed back to OTU via a statutory County Deed, as was specified in the General Warranty Deed that originally conveyed the entire parcel to the County. As a public entity, the County enjoyed the use of the Vacated Property during its operation of the water treatment plant tax free. Once the Vacated Property is deeded back to OTU, it will return to the property tax rolls to the benefit of the County. Per Item 16.C.11, Staff decommissioned the water treatment plant, removed water plant assets, performed site work, and completed the required environment audit of the vacated premises, all of which were requirements of Section 7.01B of the Agreement. Staff will continue to operate and maintain the remaining 21.12 +/- acres encompassing the wastewater treatment plant (“WWTP”) operations until its Northeast County Water Reclamation Facility ("NECWRF") plant is in service and reliably operational (approximately 12 months after final completion) or until it is determined that flows from the WWTP can be adequately processed at the County's yet to be completed Northeast Service Area ("NESA") interim wastewater treatment and pumping facilities ("Interim Plant"), which is being constructed in advance of the construction of the larger regional NECWRF plant. The WWTP is critical for providing service to the Orange Tree neighborhoods. In order to operate the WWTP on the remaining 21.12 +/- acres, a temporary, limited use, access road will be added off Oil Well Road as shown in Exhibit C of the Addendum. This design was approved by the Growth Management Division with the understanding that when Staff determines that it no longer needs to operate the WWTP, it will remove the access point and restore the right-of-way. The 2017 Agreement conveyed four well sites to the CCWSD. Well #1 was located on the water treatment plant site of the parcel. Because of its location, it was abandoned with the water treatment plant site. Well #2 is located on the wastewater treatment plant side of the parcel, has low productivity, and will eventually be conveyed along with the WWTP as stipulated in the Addendum. Wells #3 and #4 are located within easements south of Oil Well Road and will be retained as a potable water and/or irrigation quality water supply for the northeast region of the County. FISCAL IMPACT: The source of funding for the new access road and stormwater improvement s is User Fee Fund (414). A budget amendment to reallocate between projects within Wastewater User Fees Fund (414) is attached to cover design, permitting and other expenses. GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board of County Commissioners, Ex-officio the Governing Board of the Collier County Water-Sewer District, approve the attached Addendum to Integration Agreement, authorize the Chair to sign the Addendum, the County Deed, and authorize any budget amendments 16.C.20 Packet Pg. 1461 07/13/2021 necessary to execute this direction. Prepared by: Tom Chmelik, Director, PUD Engineering and Project Management Division Steve Messner, Director, Water Division ATTACHMENT(S) 1. Attachment 1 - Addendum Int Agmt 07-02-21--SIGNED by OTU (PDF) 2. Presentation (PDF) 3. [Linked] Resolution 2017-014 (PDF) 16.C.20 Packet Pg. 1462 07/13/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.20 Doc ID: 16192 Item Summary: Recommendation to approve an Addendum to the Orange Tree Integration Agreement, authorizing the County to vacate 7 +/- acres of the water treatment plant portion at the former Orange Tree Utility Company’s treatment plant property, which is no longer required by the County. Meeting Date: 07/13/2021 Prepared by: Title: Division Director - Public Utilities Eng – Public Utilities Planning and Project Management Name: Tom Chmelik 07/02/2021 4:51 PM Submitted by: Title: Division Director - Public Utilities Eng – Public Utilities Planning and Project Management Name: Tom Chmelik 07/02/2021 4:51 PM Approved By: Review: Water Tom Chmelik Additional Reviewer Skipped 07/01/2021 9:46 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 07/06/2021 7:11 AM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 07/06/2021 7:51 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 07/06/2021 9:33 AM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 07/06/2021 12:52 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/06/2021 1:29 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 07/06/2021 2:16 PM Office of Management and Budget Susan Usher Additional Reviewer Completed 07/06/2021 3:47 PM Budget and Management Office Ed Finn Additional Reviewer Completed 07/06/2021 5:52 PM County Manager's Office Amy Patterson Level 4 County Manager Review Completed 07/07/2021 10:06 AM Board of County Commissioners Geoffrey Willig Meeting Pending 07/13/2021 9:00 AM 16.C.20 Packet Pg. 1463 16.C.20.aPacket Pg. 1464Attachment: Attachment 1 - Addendum Int Agmt 07-02-21--SIGNED by OTU (16192 : Addendum to OT Integration Agreement) 16.C.20.aPacket Pg. 1465Attachment: Attachment 1 - Addendum Int Agmt 07-02-21--SIGNED by OTU (16192 : Addendum to OT Integration Agreement) 16.C.20.aPacket Pg. 1466Attachment: Attachment 1 - Addendum Int Agmt 07-02-21--SIGNED by OTU (16192 : Addendum to OT Integration Agreement) 16.C.20.aPacket Pg. 1467Attachment: Attachment 1 - 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Addendum Int Agmt 07-02-21--SIGNED by OTU (16192 : Addendum to OT Integration Agreement) Addendum to Integration Agreement Public Utilities Department July 13, 2021 Consent Agenda 1 16.C.20.b Packet Pg. 1492 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) Project Location 2Public Utilities Department 16.C.20.b Packet Pg. 1493 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) Lot Split: Former Water Treatment Plant (WTP) Parcel Wastewater Treatment Plant (WWTP) Parcel Former WTP Parcel Returned to Former Owners WWTP Parcel Retained by the CCWSD 6.97 ac.21.12 ac. 16.C.20.b Packet Pg. 1494 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) WWTP Access After Lot Split Proposed Limited Access (Temporary) Original Access Oil Well Road 16.C.20.b Packet Pg. 1495 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) Future Master Pump Station (MPS) Site Location Future MPS Site 100’ x 150’ Future School Board Easement 16.C.20.b Packet Pg. 1496 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) Raw Water Wells Retained Well #4 Well #3 16.C.20.b Packet Pg. 1497 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) Recommendation That the Board of County Commissioners, Ex- officio the Governing Board of the Collier County Water-Sewer District, approve the attached Addendum to Integration Agreement, authorize the Chair to sign the Addendum, the County Deed, and authorize any budget amendments necessary to execute this direction. 7Public Utilities Department 16.C.20.b Packet Pg. 1498 Attachment: Presentation (16192 : Addendum to OT Integration Agreement) RESOLUTION NO.2017- 1 4 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BOARD OF COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA AND ACTING AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT; APPROVING THE TERMS OF SETTLEMENT OF A LAWSUIT AGAINST ORANGE TREE UTILITY COMPANY, ORANGETREE ASSOCIATES AND RELATED PARTIES IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA IN THE FORM OF AN INTEGRATION AGREEMENT AND RELATED DOCUMENTS TRANSFER DOCUMENTS"); APPROVING THE TRANSFER DOCUMENTS REQUIRED TO TRANSFER WATER AND WASTEWATER ASSETS TO THE COUNTY; FINDING THE TRANSFER OF SUCH ASSETS TO BE IN THE PUBLIC INTEREST AFTER CONSIDERATION OF FACTORS REQUIRED BY FLORIDA LAW AND AFTER A DULY NOTICED PUBLIC HEARING AS REQUIRED BY FLORIDA LAW; AND PROVIDING FOR APPLICABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,AS FOLLOWS: SECTION 1. AUTHORITY. Pursuant to Chapter 125, Florida Statutes, the Board of County Commissioners (the "Board") of Collier County, Florida(the "County") has all the powers of local self- government to perform County functions and render services for County purposes in a manner not inconsistent with general law or with special law approved by vote of the electors. Such power includes the power to initiate and settle litigation and to acquire, own, improve, operate, maintain, and dispose of water and wastewater utility facilities. SECTION 2. STAFF RECOMMENDATION TO APPROVE TERMS OF SETTLEMENT REFLECTED IN ATTACHED TRANSFER DOCUMENTS. The Board directed County staff to investigate the potential integration of the water and wastewater assets currently owned by Orange Tree Utility Co. (the "Orange Tree System") serving approximately 2,000 water and wastewater connections into the Collier County Water-Sewer District's ("CCWSD") existing water and wastewater system. After experiencing difficulties securing the required terms of transfer as set forth in applicable agreements and County ordinances, the Board of County Commissioners authorized the filing of a lawsuit against Orange Tree Utility Co., Orangetree Associates and affiliated entities and interests (collectively, "OTU"). County staff and OTU representatives met in several mediations and informal settlement discussions and the terms of proposed transfer documents necessary to transfer the Orange Tree System to the County and settle the litigation, including an integration agreement, deeds, bills of sale, assignment documents, bulk reclaimed water delivery agreement and other related documents (hereafter, collectively, the "Transfer Documents"), each signed by OTU, are presented in Appendix "A" to this resolution. Approval and execution of the Transfer Documents will provide the County with the necessary assets and rights to acquire and operate the Orange Tree System in a manner compliant with Florida law, rules, regulations and outstanding permits. The staff report provided to the Board with its recommendation addresses each of the factors required by Florida law and the Board may rely upon such report as establishing that the transfer of the Orange Tree System to the County will be in the public interest. 1 SECTION 3. FINDINGS. It is hereby ascertained, determined and declared: A) Chapter 125, Florida Statutes, grants the County the power to acquire, own, operate, maintain, improve, and dispose of water and wastewater utility facilities, which powers the County exercises through the CCWSD. B) OTU possesses certain rights and owns and operates certain water production, treatment, storage, transmission and distribution systems and wastewater collection, treatment and disposal facilities within Collier County, Florida, collectively referred to herein as the Orange Tree System. C) OTU, Orangetree Associates and Roberto Bollt, as successor trustee of a certain Land Trust Agreement dated January 27, 1986 (collectively, "Orange Tree") and the County have entered several agreements reflected, in part, in County Ordinance Nos. 87-13 and 12-09, each of which contemplates the integration of the Orange Tree System into the CCWSD (collectively, the agreements and ordinances are referred to herein as the "Development Agreement"). D) Orange Tree refused to convey the OTU System to the County consistent with the terms of the Development Agreement thereby causing the County to initiate a lawsuit against Orange Tree in Collier County v. Orange Tree Utility Co.,et al.,Case No. 2014-CA-001434(the "Pending Litigation"). SECTION 4. DETERMINATION OF PUBLIC INTEREST IN SETTLEMENT OF PENDING LITIGATION. Settlement of the Pending Litigation and transfer of the Orange Tree System to the County pursuant to the terms of the Transfer Documents presented to the Board this date will resolve all outstanding issues among the parties, eliminate the fees and costs of continuing the litigation and result in the integration of the Orange Tree System into CCWSD in a manner and timeframe consistent with the public interest. SECTION 5. APPROVAL OF SETTLEMENT TERMS. Upon closing of the transfer of the Orange Tree System pursuant to the terms of the Transfer Documents, County staff is authorized to file with the court such documents as may be necessary to voluntarily dismiss the Pending Litigation. SECTION 6. APPROVAL OF INTEGRATION AGREEMENT BY AND AMONG OTU, THE COUNTY AND OTHERS. The Integration Agreement by and among OTU, the County and others, including appendices thereto, submitted at this duly called public meeting are hereby approved. The Chair or Vice Chair, or their designee is hereby authorized to execute the Integration Agreement. SECTION 7. APPROVAL OF AGREEMENTS NECESSARY TO PERMIT THE WATER- SEWER DISTRICT TO INITIATE SERVICE. The Water-Sewer District may be required to enter certain agreements for the provision of electricity, chemicals, materials or services in order to initiate service upon completion of the integration. The Chair or Vice-Chair, or their designee, is hereby authorized to execute such agreements as may be necessary to permit the CCWSD to initiate service in the OTU Service Area including necessary work orders and assignments to CCWSD of, and modifications to, existing agreements relating to CCWSD utility operations. CCWSD is further authorized to retain additional employees as necessary to operate the integrated facilities and the CCWSD budget amendments identified in the Staff Report and Executive Summary are hereby approved. SECTION 8. APPROVAL OF RATES. The schedule of rates and charges effective as of the date of the OTU System integration into CCWSD shall be those rates currently in effect and being 2 charged to customers currently being served by CCWSD pursuant to Uniform Billing Ordinance 2013-44 and County Resolution 2014-174, as amended, pertinent portions of which are attached hereto as Appendix B, and such rates, fees and charges are hereby approved and adopted for the OTU System as of closing of the integration. SECTION 9. APPROVAL OF INTEGRATION DOCUMENTS. The Chair or Vice Chair, or their designee, are hereby authorized and directed to execute and deliver all documents, papers, and instruments, as may be created and amended through the date of integration of the assets of Orange Tree Utility Co. into CCWSD, and take all actions necessary and proper to effect the integration of the OTU System including, but not limited to, conveyance and closing documents. Execution of the Transfer Documents shall be deemed to be conclusive evidence of approval of such documents. All of the provisions of the Transfer Documents, when executed and delivered by the County and the CCWSD, as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 10. APPROVAL OF TRANSFER AS EX OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER AND WASTEWATER AUTHORITY. The integration of substantially all of the assets of OTU into the CCWSD pursuant to the Integration Agreement, having been noticed and a hearing held, is hereby found to be in the public interest and approved as of right pursuant to section 134-369(f) of the Code of Laws and Ordinances of Collier County, Florida. The certificate previously issued by the Water and Wastewater Authority to OTU is terminated effective on the date of the integration of related assets into the CCWSD and the service area of OTU shall become part of the service area of CCWSD on such date. SECTION 11. GENERAL AUTHORITY. The Chair or Vice-Chair, or their designee, and counsel, agents and officials of the County and CCWSD are hereby authorized to do all acts and things required of them consistent with the requirements of this Resolution and the Integration Agreement for the full, punctual and complete performance of all the terms and covenants contained in the Integration Agreement and this Resolution. Each member of the Board, officers, attorneys and other agents or employees of the County and CCWSD are hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution or the Integration Agreement. The Vice Chair,or a designee of the Chair or Vice Chair, is authorized to do all things required by this Resolution of the Chair in the Chair's absence or unavailability. SECTION 12. APPLICABILITY AND EFFECTIVE DATE. This Resolution shall be liberally construed to affect the purposes hereof and shall take effect immediately upon its adoption. 3 PASSED AND DULY ADOPTED at the meeting of the Board of County Commissioners of Collier County, Florida, acting as the Ex-Officio Board of the Collier County Water-Sewer District on the-1-0+h day of January, 2017. 24th a` " I if;1C Ill,,:, BOARD OF COUNTY COMIVHSSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND EX-OFFICIO BOARD OF THE"COLLIER COUNTY WATER-SEWER DISTRICT. BY: -15" PENNY TAYLO/ , airman ATTEST:e 1'`' ' ?r DWIGHT E. BROCK;,,Clerk BY.: sinatufe only., Approved asirtrm and Legality: Collier County Attorney 4 Appendix A to Resolution Staff Report and Transfer Documents STAFF REPORT PURSUANT TO SECTION 125.3401,FLORIDA STATUTES TO: Board of County Commissioners Collier County,Florida THROUGH: Office of the County Manager FROM:Collier County Public Utilities Administration DATE: December 19,2016 RE: Public Hearing and Resolution Considering the Integration of the Water and Wastewater Utility Assets of Orange Tree Utility Company and Establishing Rates RECOMMENDATION: Staff of the Collier County Public Utilities Water-Sewer District ("CCWSD") of Collier County, Florida County") hereby presents the Board of County Commissioners with a proposed Utility System Integration Agreement ("Integration Agreement") with Orange Tree Utility Co., Orangetree Associates and Roberto Bollt, as successor trustee of the Land Trust Agreement dated January 27, 1986 (collectively, OTU") and related Transfer Documents. The Integration Agreement contains the proposed terms of the conveyance to CCWSD of the water and wastewater utility facilities currently owned by Orange Tree(the Orange Tree System"). If the Board desires to proceed with this transaction under the presented terms, the Board must adopt Resolution No. 2017-_ which (a) approves the terms of the Integration Agreement and related transfer documents being presented with this Report (collectively, the Integration Agreement and transfer documents will hereafter be referred to as the "Transfer Documents"), (b) serves to settle the dispute between and among the County, OTU and other defendants in Case No. 2014-CA- 001434, (c) directs and authorizes the integration into CCWSD of the real and personal property described in the Integration Agreement comprising the Orange Tree System and (d) establishes the new water and wastewater rates and charges as the same rates and charges applied by CCWSD to its existing customers. BRIEF HISTORY OF OTU AND COUNTY INTEGRATION EFFORTS A detailed history of the proposed transaction is provided in Exhibit A, hereto. Briefly, Collier County has been contemplating the integration of the Orange Tree System into the CCSWD since 1986 when the owner of property in the area currently served by OTU first approached the County for development authority. The County granted development authority and retained for CCWSD certain rights to provide water and wastewater service to the area to be developed, at the County's election. The various agreements and County ordinances providing the terms for the County's assumption of water and wastewater service responsibilities (referred to collectively as the "Development Agreement") are discussed in Exhibit A. Since the original agreement among the parties, the Development Agreement has been revised to provide higher density development authorization to OTU in return for OTU's repeated 1 recognition of the County's right to assume ownership of the Orange Tree System at no cost to the County and pursuant to transfer documents which must be acceptable to the County Attorney. Since the County began purchasing private water and wastewater utilities, the County has recognized that the proliferation of small water and wastewater systems may not be conducive to the most cost effective and efficient provision of water and wastewater service. Where efficient and effective service is not available, the utility owner, customers, and the environment may suffer. Recognizing the benefits and efficiencies of economies of scale as a utility system grows as well as several benefits from governmental ownership of utility systems, on March 26, 2013, the Board authorized County staff to work toward the potential integration of the Orange Tree System into CCWSD pursuant to the terms of the Development Agreement. CCWSD has proceeded to conduct the negotiation and due diligence processes relating to the Orange Tree System in a manner consistent with applicable County ordinances and the Development Agreement since that time. CCWSD retained legal and engineering experts skilled in the utility acquisition process to assist the County in the integration process. Tetratech, the CCWSD engineering experts, have presented the CCWSD with several reports regarding the Orange Tree System, as discussed later in this Report, and supports the recommendation that the Orange Tree System be integrated into CCWSD at this time. In addition, pursuant to the Development Agreement, CCWSD has required OTU to present a report regarding its compliance with local, state and federal laws, rules and permits, as well as an environmental report. These reports have been reviewed by CCWSD, however they are dated and CCWSD is aware that the Department of Environmental Protection has issued two notices of permit violations since the time of such reports. CCWSD also recently has identified numerous additional violations by OTU of its permits relating to testing and water quality exceedances. Finally, OTU experienced a water tank leak recently which CCWSD will be following up on prior to the Integration Date to assure that any situation which should be known by CCWSD is disclosed and known to CCWSD prior to such date. In 2014, the County initiated litigation against OTU to enforce the terms of the Development Agreement and to collect outstanding attorney's fees owed to the County as a result of prior litigation with OTU. OTU paid the County the attorney's fees previously awarded by the Circuit Court soon after the County initiated the litigation. After several mediation attempts and additional informal settlement negotiations, the County staff and OTU have agreed to the terms reflected in the Transfer Documents, as well as a reclaimed water delivery agreement, attached as Exhibit B to this Report and hereafter incorporated into the Transfer Documents). The terms of the Transfer Documents constitute the terms of settlement of the pending litigation as well as the conveyance of the Orange Tree System to the County in the manner and timeframes contemplated in such documents. On November 3, 2015, CCWSD presented, and the Board approved, the County's "Sustainable Integrated Water Resource Management Plan." Integration of the Orange Tree System into CCWSD is an important step toward fulfillment of such plan. Requirements of Florida Law Public Hearing Requirement Pursuant to Chapter 125, Florida Statutes, the County has the power to acquire, operate, construct, own, and manage water and/or wastewater utility facilities. In accordance with these and similar powers, the County Staff has negotiated the terms of the proposed Transfer Documents which provide for the integration of the Orange Tree System into CCWSD in a manner consistent with the Development Agreement and applicable County ordinances. 2 To provide for the public interest and welfare, section 125.3401, Florida Statutes requires the Board to address and balance numerous factors, listed below, when considering the proposed integration of the Orange Tree System into CCWSD. The CCWSD acquisition team has spent many hours in the investigation of this potential integration, conducting due diligence and negotiating terms with OTU to ensure the seamless integration of the Orange Tree System and customers into CCWSD. The following information is presented for the Board's consideration in determining if the recommended action is in the public interest: 1) The most recent available income and expense statement for the utility. This information is provided in the most recent Annual Report of the Orange Tree Utility Co. System to the County (the Annual Report") for the period ending December 31, 2015, copies of pertinent pages are attached hereto as Exhibit C. 2) The most recent available balance sheet for the utility, listing assets and liabilities and clearly showing the amount of contributions-in-aid-of-construction and the accumulated depreciation thereon. This information is included in the Financial Section of the Annual Report referred to above, copies of pertinent pages are provided in Exhibit C. 3) A statement of the existing rate base of the utility for regulatory purposes. This information is included in the Financial Section of the Annual Report referred to above, copies of pertinent pages are provided in Exhibit C. Developers, other than Orangetree Associates (Orange Tree Utility's developer affiliate and a co-defendant in the pending litigation), have largely paid for the water and wastewater systems addressed in this transfer through connection charge payments and refundable advances. 4) The physical condition of the utility facilities being purchased, sold or subject to a wastewater facility privatization contract. Taken as a whole, the Orange Tree System is physically sound with pending compliance issues which CCWSD is aware of and which CCWSD shall work with DEP to rectify in a timely manner and at the lowest cost possible to the County. Tetra Tech also conducted a regulatory compliance review of the Orange Tree System operations, which CCWSD has updated. Representatives of CCWSD and Tetra Tech periodically have performed on-site visits to inspect the Orange Tree System. CCWSD has incorporated a substantial portion of the Orange Tree System into its geographical information system ("G.I.S."). The Transfer Documents, if approved, and a stipulated agreement between and among the parties entered during the litigation provide that CCWSD and its representatives shall have continued access to the Orange Tree System prior to the date title to the Orange Tree System is to be transferred to CCWSD. CCWSD shall utilize the period between the Board's approval of the Transfer Documents and the day that ownership of the Orange Tree System is transferred to CCWSD (the "Integration Date")to continue to analyze and monitor system operations and familiarize CCWSD personnel with specific operations protocols to insure smooth transition of the Orange Tree System operations to CCWSD. The Transfer Documents further give the County the choice to continue utilization of OTU contracts or contractors should the County so require. 3 Finally, CCWSD has secured from OTU covenants and reports confirming Orange Tree System compliance with applicable local, state and federal laws, rules and permits as well as a Phase I Environmental Site Assessment confirming that there is no identified contamination issue as a result of on-site inspections and the records reviews required to be performed for such assessments. These reports are dated at this time, however CCWSD shall use the time until the Integration Date to update the results, including an investigation of facts related to OTU's recent permit violations and water tank leak. 5) The reasonableness of the contract price and terms. The proposed conveyance of the Orange Tree System and integration of the Orange Tree System into CCWSD is to be completed pursuant to the terms of the Transfer Documents and applicable County ordinances with no purchase price payable by the County("at no cost"to County). The terms of the Integration Agreement reflect and incorporate the guidance, rights and obligations provided to CCWSD and OTU through the Development Agreement and County ordinances. Pursuant to the Development Agreement, CCWSD will assume ownership of all assets and associated rights of the Orange Tree System used to provide service in the Orange Tree Service Area. Deeds and easements will be provided by OTU to the County to enable CCWSD to provide service to current customers as well as future customer growth. One area of divergence from the Development Agreement is the potential obligation of the County to provide to OTU free connections to the water system and wastewater system. The number of free connections possibly to be provided, and corresponding cost to the County, have not yet been determined as an independent engineer recently updated its prior analysis of"excess capacity" of the water system and the wastewater system. The most recent information from the independent engineer is that there is no excess capacity on the water system or the wastewater system. CCWSD therefore would not be required to provide OTU any free water or wastewater connections. Another area of divergence from the Development Agreement in the Transfer Documents is the agreement of the County to accept title to property and conveyance of rights in "as is" condition. The Development Agreement requires OTU to transfer title to such property and rights in clean and marketable condition. The "as is" terms of the Transfer Documents also diverge from the Development Agreement in that the Developer Agreement requires that the Orange Tree System be operated in compliance with all permits at the time of transfer to CCWSD. As indicated above,the Orange Tree System has two notices of violation pending regarding the water and wastewater systems, has experienced a recent water tank leak, and the County has identified further non-compliance with testing requirements and quality standards in the OTU wastewater permit. OTU is attempting to cure the DEP notices of violation by modifying its wastewater permit (the County has challenged such modification request) and by making required improvements to its wastewater system. DEP rules require that a utility maintain five years of testing history (consistent with the terms of OTU's wastewater permit), in addition to complying with testing requirements contained in DEP rules and permits. CCWSD's investigation to date has revealed a number of instances of OTU non-compliance with testing requirements. CCWSD will continue to work with DEP to address the issues raised by this situation. 4 Liabilities: OTU retains: (i) liabilities arising out of any occurrence or event which occurred prior to the Integration Date, except the permit violation which OTU seeks to remedy through permit modification; and(ii) liabilities arising from facts, events or agreements existing prior to the Integration Date, unless the County specifically identifies such liability as being assumed by the County on the Integration Date. CCWSD will assume obligations of OTU such as certain obligations arising under agreements with developers only as expressly identified in the appendices to the Integration Agreement and only as to obligations arising after the Integration Date. CCWSD also will assume the risks related to past OTU non-compliance with testing requirements. CCWSD investigation reveals that OTU may not have performed required tests;tests that were performed were performed incorrectly; the tests results from tests performed incorrectly reveal exceedances of required quality standards; and test results were not filed with DEP as required. Without historical data by which OTU could establish that its operations are being performed in compliance with applicable laws, rules and permits, CCWSD would be assuming a risk not ordinarily assumed in a transfer situation. However, CCWSD is working with DEP in an effort to address this situation in a manner satisfactory to the County and at the least cost possible. Integration Date: March 1, 2017, subject to enlarging or shortening upon agreement of the parties. Title Insurance: Much of the Orange Tree System has been built in rights of way, easements or on property leased by OTU from its affiliated Developer. OTU shall provide the County with a deed to the 28 acre parcel upon which the primary water and wastewater facilities, including the water and wastewater treatment plants (the "Treatment Plants Parcel"), are located as well as deeds relating to certain well sites and two lift stations. Existing easements currently in favor of OTU shall be assigned to CCWSD and new deeds and easements shall be granted to CCWSD by OTU as required by CCWSD so that CCWSD possesses rights of use and access to all assets being integrated into CCWSD. CCWSD will identify property for which title insurance will be secured as well as the amount of title insurance required. The deed for the Treatment Plants Parcel provides for return of such portions of the parcel as in the future may no longer be used by CCWSD to provide water or wastewater services. CCWSD anticipates use of the Treatment Plants Parcel indefinitely. The CCWSD has determined that certain OTU lines are not located in assigned rights of way(e.g., certain hydrants and a transmission line encroaching on Collier County School District property). The CCWSD and OTU will cooperatively address those restrictions to limit liability exposure to the CCWSD. Pending Litigation and Regulatory Matters: OTU remains responsible for costs and liabilities associated with litigation and regulatory matters pending as of the Integration Date as well as litigation or regulatory matters which arise after closing based upon pre-closing events. OTU has represented to the County that there is no litigation, pending or threatened, and only a single notice of violation pending as of the date of this Report. The facts identified by CCWSD during the conduct of due diligence do not appear to validate such a representation by OTU and cannot be relied upon by the County. Regulatory non-compliance issues are addressed earlier in this Report. 6) The impacts of the purchase and sale on utility customers, both positive and negative. It is expected that the impact and consequences of acquiring the Orange Tree System on both ratepayers and landowners will be positive in nature. CCWSD ownership of the Orange Tree System will shift the emphasis in operating, expanding and improving the Orange Tree System from a profit motivation to a 5 public service motivation. Given this motivational shift, it is anticipated that under County ownership, the Orange Tree System will better serve the needs of OTU's customers. To improve the quality of water and wastewater service from the level of service currently being provided by OTU and generally to comport with the mission of CCWSD to provide safe, sufficient and economical water and wastewater utility service,the following is proposed by CCWSD: a) Acceptance of conveyance of the Orange Tree System by the County pursuant to the terms of the Transfer Documents presented to the Board; b) Upon the Integration Date, CCWSD shall charge former OTU customers the same rates, fees and charges currently authorized by this Board to be charged to customers of CCWSD. The County's monthly water and wastewater rates represent approximately a thirty-one percent (31%) increase in the monthly bill for former OTU customers using an average of 6,000 gallons of water per monthly billing period. While the CCWSD monthly bill for water is slightly less than the OTU bill for the same amount of water, CCWSD's wastewater bill is higher due to CCWSD's commitment to reclaimed water usage and water supply sustainability; a commitment not shared by OTU. c) Upon the Integration Date, CCWSD shall initiate steps to enable the wastewater treatment plant to produce irrigation-ready reclaimed water,which OTU has refused to do to date. OTU and the County shall enter into a bulk reclaimed water service agreement effective as of the Integration Date. d) Upon the Integration Date, CCWSD will possess the financial ability to provide water and wastewater services to the areas currently served by OTU. The integration of the Orange Tree System into CCWSD will have positive financial implications each year in the foreseeable future, with sufficient financial ability to meet all identified capital needs, renewal and replacement, operations, management and adequate contingencies. 7) Any additional investment required and the ability and willingness of CCWSD to make that investment. The integration of the Orange Tree System into CCWSD represents the completion of Phase I of CCWSD's three phase business plan for the northeast utilities service area, as revised on October 2, 2012 as well as a significant step forward in fulfilling the County's Sustainable Integrated Water Resource Management Plan. The Orange Tree System currently serves approximately 2,300 water and wastewater connections, primarily in the Twin Eagles, Orange Blossom Ranch, Orange Tree, Valencia Golf and Country Club, Valencia Lakes and Waterways subdivisions. CCWSD also recently learned that additional connections are underway in the Orange Blossom Ranch area and with a new Publix development. In addition, the integration of the Orange Tree System by CCWSD will provide the opportunity for CCWSD to provide cost-effective and reliable services not only to the OTU Service Area, but to other potential future development off Woodcrest Drive (e.g., Summit Lakes), Tree Farm Road e.g., Buttonwood Preserve), the Immokalee Road corridor (e.g., Twin Eagles, Terafina), and along Vanderbilt Beach Road(e.g., Wolf Creek). CCWSD has conducted extensive engineering and operations due diligence. The integration of the Orange Tree System into CCWSD will posture CCWSD to serve the Northeast service area. CCWSD will be able to serve the Northeast service area through existing and to be constructed facilities, as well as provide the potential for interconnections between the Orange Tree System and existing CCWSD in- ground infrastructure. CCWSD will assess any capital needs after the Integration Date to improve the Orange Tree System to achieve the benefits identified in the report. 6 8) The alternatives to the purchase and the potential impact on utility customers if the purchase is not made. It is in the public interest that long-range planning, management, financing, maintenance, upkeep, and operations of water and wastewater utilities be coordinated by the County through the CCWSD. The integration of the Orange Tree System is another step toward achieving this goal. This integration initiative meets current growth management plan standards to ensure the adequacy and availability of viable public facilities, including goals established in the most recent Sustainable Integrated Water Resource Management Plan. CCWSD is unable to identify any negative consequence on OTU's customers from the proposed integration. Future rate increases will be lower than customers otherwise would have experienced under continued OTU ownership as CCWSD offers significant economies of scale, lower financing costs (tax exempt debt), no profit or associated income tax gross-up, and the ability to manage costs and investments for the long term. Under OTU ownership, the utility has been managed for the short term as the current owner knew of CCWSD's option to assume responsibility for serving the OTU Service Area and acquiring the Orange Tree System, at no compensation to OTU's owners, pursuant to the Development Agreement. Another private utility likely would not purchase the Orange Tree System since such owner would be bound by the terms of the Development Agreement. Such an alternative to CCWSD ownership would appear to be foreclosed. Based on the foregoing, OTU customers will benefit from the proposed integration of the Orange Tree System into CCWSD. 9) The ability of the County to provide and maintain high-quality and cost-effective utility service. As indicated previously in this Report, integration of the Orange Tree System into CCWSD is an important step toward fulfilling the Sustainable Integrated Water Resource Management Plan approved by the Board on November 3, 2015, as well as prior plans and goals established by the County for the northeast County area. Upon integration of the Orange Tree System, CCWSD will not be motivated by profit but rather by a public service motivation to provide high-quality, cost-effective service to OTU's former customers. CCWSD has conducted extensive due diligence and analyzed the capital needs and cash flow projected upon successful integration of the Orange Tree System into CCWSD. Cash flow is positive (assuming no liability of CCWSD for free connections) and capital needs are consistent with CCWSD's current business plan, and addressed therein. CCWSD will achieve economies of scale and other efficiencies, and for the first time, provide reclaimed water to replace groundwater use (saving approximately 180 million gallons of groundwater every year) when the Orange Tree System is operated in conjunction with CCWSD's existing utility operations. Also, for the first time, customers of the Orange Tree System will benefit from the County's access to low-cost public financing which will lower capital costs for system expansions and improvements from those costs currently available under private ownership. In addition to the foregoing information, CCWSD's ability to provide and maintain high-quality and cost effective utility service for the Orange Tree System is best demonstrated in the AAA ratings currently bestowed by Fitch rating agency upon CCWSD's existing water and wastewater bonds, a testament to the sound utility policies and practices employed by CCWSD. CCWSD's decades of experience acquiring, operating, and improving water and wastewater systems is sufficient justification for customers of the Orange Tree System to be confident that they will be well served by CCWSD. 7 Other Material Facts Other material facts concerning the Orange Tree System for the Board's information include (a) approval of transfer of the OTU service area to CCWSD and rates to be charged to former OTU customers after the proposed integration; (b) the location of Orange Tree System assets in rights of way, platted easements and other easements to be provided by OTU to the County, (c) OTU's lease of the property upon which the water and wastewater treatment facilities and related facilities are located, and (d) concentrate disposal issues. a) Service Rates Under OTU versus CCWSD Ownership The Orange Tree System is regulated by the Collier County Water and Wastewater Authority Authority"), including regulation of service area and rates. The recommended resolution authorizing the signing of the Transfer Documents includes a finding by the Board of County Commissioners, acting as the ex officio board of the Collier County Water and Sewer Authority, that the transfer of substantially all of the assets of OTU to CCWSD is approved as of right pursuant to applicable County code and ordinance provisions. The resolution further amends the CCWSD service area to incorporate the service area which OTU previously had been authorized to serve by the Authority. OTU has filed rate increase requests with the Authority, including index and pass-through filings, to recover its investments in the Orange Tree System and its cost of operating the system. As of this date, the monthly service rates charged by OTU for water and wastewater service are approximately thirty-one percent (31%) lower than the corresponding rates charged by CCWSD. Upon completion of the recommended integration of the Orange Tree System into CCWSD, CCWSD proposes that the rates charged to customers previously served by OTU be equal to CCWSD rates in accordance with Section Seventeen of Chapter 2003-353, Laws of Florida (the "Special Act"), which prohibits discrimination in the fees,rates and charges for users in the same class. b)Deeds and Easements CCWSD due diligence has identified the location of those OTU utility assets known to CCWSD. Most of the assets are located in platted easements, rights of way or on private land which OTU owned or for which OTU possesses access easements. CCWSD and OTU have agreed to the terms of required easements upon which the utility assets are located. Where lines currently are in use by OTU without evidence of OTU ownership by way of bill of sale, or such lines currently encroach upon contiguous property, OTU is obligated to identify such lines and use its best efforts to secure title to them before the Integration Date. Beginning with Ordinance 87-13, which bestowed original development rights, and through the approval of Ordinance 12-09, it has been contemplated that when CCWSD assumed the responsibility for water and wastewater service in the OTU Service Area , CCWSD would receive deed or easement rights from OTU to property upon which OTU placed utility assets. The Treatment Plants Deed from OTU to the County provides that certain portions of the 28 acre parcel upon which the water and wastewater treatment plants are located shall revert to OTU in the event that CCWSD stops using the facilities located on such portion of land, at CCWSD's discretion, as provided in Ordinance 12-09. CCWSD will be responsible to conduct and pay for an environmental audit and abandonment/removal of facilities no longer to be used for water or wastewater service prior to re-conveying any portion of such land to OTU. 8 c)Lease Currently, OTU leases the Treatment Plants Property from its Developer-affiliate, Orangetree Associates, for a term of ninety-nine (99) years (expires December 31, 2101). In addition to authorizing OTU to construct and operate the water and wastewater system on the leased property, the lease obligates OTU to provide central water and wastewater service to land owned by the lessor, among other more standard lease terms. The lease further requires OTU to convey ownership of utility assets to Developer upon expiration of the lease term. The Development Agreement between and among County and OTU, as amended by County Ordinance 12-09, requires OTU to convey the Orange Tree System to the County at no cost, and free of encumbrances. The current lease would constitute an encumbrance. As a result, the current lease between OTU and its developer/affiliate which covers the Treatment Plants Property will be terminated as of the Integration Date and the property will be conveyed to the County by deed with a provision for reverter discussed earlier in this Report. d)Concentrate Disposal OTU currently disposes of concentrate generated by the water nano-filtration process by discharging it on a golf course's property as well as through irrigation lines to the Valencia Golf & Country Club development. The concentrate is blended in the lines with lake water and ultimately may be used by third parties. OTU does not possess a written agreement with the golf course or the Valencia homeowner's association relating to transportation to, and acceptance of, this water blended with concentrate. As a result, DEP has found OTU to be in violation of its permit. OTU proposes to DEP to resolve this violation by changing the concentrate disposal source to existing wastewater percolation ponds on the Treatment Plants Property. The County challenged this change unless the County is permitted, after the Integration Date, to dispose of concentrate either in the percolation ponds or in the manner currently used by OTU. DEP recently notified the CCWSD that the change subject to the CCWSD's request is acceptable to the DEP. The Valencia homeowner's association has provided CCWSD consent to irrigate its property with water which includes the concentrate subsequent to the Integration Date. Such consent shall not be effective until the Integration Date. OTU has provided CCWSD an agreement pursuant to which OTU agrees to accept reclaimed water from the wastewater system as well as concentrate from the water system for irrigation purposes after the Integration Date. CCWSD currently reuses 100% of the wastewater generated from CCWSD wastewater treatment plants, at more than 20 locations. This agreement would allow CCWSD to continue to maintain such disposal characteristics and is acceptable to CCWSD. This agreement would be signed by the County and OTU together with the Transfer Documents as a condition to closing the transfer of the Orange Tree System to CCWSD. Determination of Public Interest Upon consideration of the above factors, it is recommended that the Board of County Commissioners find that the integration of the Orange Tree System into CCWSD pursuant to the terms of the Transfer Documents is in the public interest; that the transfer of the water and wastewater assets of OTU to 9 CCWSD be approved as of right; that the rates charged to former OTU customers by CCWSD as of the Integration Date be those rates currently in effect for CCWSD customers in the same customer class; that CCWSD be authorized to continue to operate the Orange Tree System pursuant to the terms of such operations, equipment or other service agreements as CCWSD shall determine should be assigned to CCWSD as of the Integration Date; and that the CCWSD service area include the service area previously served by OTU as well as all other unincorporated areas of the County not excluded by the terms of the Special Act. 10 Exhibit A History of Proposed Transactions Exhibit A The County originally was approached by predecessors of the current landowner and utility serving the Orange Tree area (collectively, these entities are referred to as "Developer") who sought authority to develop land currently included in the Orange Tree Planned Unit Development. After Developer initiated litigation against the County, the litigation was settled pursuant to a 1986 Settlement and Zoning Agreement and development authority was granted by County Ordinance 87-13. Orange Tree Utility Co. ("OTU") is a privately-owned utility (owned by the developer) created to provide water and wastewater service to the Orange Tree Service Area. OTU possesses the right to provide water and wastewater service by authority of the Collier County Water and Wastewater Authority (the "Authority") and remains subject to the jurisdiction of the Authority to this day. Beginning in 1991, the County, OTU and Developer entered agreements to clarify certain rights among them, as prescribed originally in Ordinance 87-13 which, among other things, provide the County sole discretion to assume responsibility for providing water and wastewater service in the Orange Tree Service Area. The County possesses the option to provide such service either by assuming ownership of OTU's facilities, at no cost, or by interconnecting CCWSD facilities to OTU's facilities (and requiring OTU to abandon and dismantle its existing facilities at OTU's cost). The original agreement is dated May 28, 1991 (the "1991 Agreement"), and was amended on May 13, 1996 and August 4, 1998. The amendments preserved the County's rights to assume service responsibility but established the year in which the County's election to assume such responsibility could be made (initially, 2011 then extended to 2012 by the second amendment). The terms of the 1991 Agreement, as subsequently amended were codified in large part in County Ordinances 87-13, 12-09 and intervening ordinances. County Ordinance 12-09 includes several provisions which clarify the process for the County to assume responsibility for providing water and wastewater service in the Orange Tree area, as well as the mechanisms to be used for the transfer of ownership of OTU's assets and other rights of OTU required to provide such service. The 1991 Agreement, other agreements relating to Developer's development rights (such as the 1986 Settlement and Zoning Agreement) and applicable County ordinances are collectively referred to as the Development Agreement. In 2007, OTU filed a lawsuit challenging the validity of the Development Agreement. OTU argued that the terms of the Development Agreement violated OTU's constitutional rights in that they constituted a taking without just compensation (since the transfer of the Orange Tree System to the County would be at no cost; disregarding the additional density and other consideration to OTU's benefit in the Development Agreement). OTU further argued that it was coerced into signing the Development Agreement. The Circuit Court issued a summary judgment in favor of the County thereby rejecting OTU's claims. The County invoked the "prevailing party" clause in the Development Agreement and was awarded attorney's fees in the amounts of $214,223.43 (for trial) and $43,451.51 (for appeal), plus interest. 11 Beginning in 2013, the County engaged OTU in discussions relating to the Development Agreement and the County's election to assume ownership of OTU's water and wastewater system, at no cost to the County. OTU refused to convey the systems pursuant to the terms of the Development Agreement. The County initiated a lawsuit to recover the attorney's fees awarded by the court and to force OTU to transfer the Orange Tree System to the County at no cost pursuant to the Development Agreement. Soon after the County filed this litigation, OTU paid the County the attorney's fees due since the 2007 litigation. Several mediation sessions have been held as well as informal discussions among the parties' representatives. At present, an Integration Agreement, together with supporting transfer documents (collectively, the "Transfer Documents") is being provided for the Board's consideration to accomplish the conveyance at no cost to the County of the Orange Tree System (subject to no free connections being required). 12 Exhibit B Transfer Documents and Bulk Effluent Water Agreement INTEGRATION AGREEMENT By and Between Board of County Commissioners of Collier County, Florida,and as the Ex-Officio Governing Board of the Collier County Water-Sewer District And. ORANGE TREE UTILITY CO., ORANGETREE ASSOCIATES, and Roberto Bollt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986 TABLE OF CONTENTS Page ARTICLE I. RECITALS,DEFINITIONS AND CONSTRUCTION SECTION 1.0.1 RECITALS 2 SECTION 1.02 DEFINITIONS 2 SECTION 1.03 CONSTRUCTION AND INTERPRETATION 3 SECTION 1.04 SECTION HEADINGS 3 ARTICLE II. THE ORANGE TREE SYSTEM SECTION 2.01 ORANGE TREE SYSTEM. 3 ARTICLE III. ORANGE TREE AND DEVELOPER REPRESENTATIONS SECTION 3.01 ORANGE TREE AND DEVELOPER REPRESENTATIONS 5 ARTICLE IV, INTEGRATION OF THE ORANGE TREE SYSTEM SECTION 4.01 COUNTY TO ASSUME OWNERSHIP 7 SECTION 4.02 SURVEY 8 SECTION 4.03 TITLE VERIFICATION 8 SECTION 4.04 TRANSFER,ASSIGNMENT AND ASSUMPTION 9 SECTION 4.05 INTEGRATION DATE AND PLACE OF CLOSING;PROCEDURES 10 ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY 11 SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES 11 ARTICLE VL OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6,01 CONDUCT OF PARTIES AF1ER SIGNING THIS AGREEMENT 12 ARTICLE VII. POST-INTEGRATION COMMITMENTS SECTION 7,01 TREATMENT PLANTS PROPERTY12 SECTION 7.02 FURTHER ASSURANCES 13 ARTICLE VIII, GENERAL PROVISIONS SECTION 8.01 TERM OF AGREEMENT 13 SECTION 8.02 DISPUTE RESOLUTION 13 SECTION 8.03 ENTIRE AGREEMENT 14 SEC I [ON 8.04 AMENDMENTS AND WAIVERS 14 SECTION 8.05 NOTICES 14 SECTION 8.06 PROPERTY TAXES 15 SECTION 8.07 ACCOUNTS RECEIVABLE;CUSTOMER DEPOSITS 15 SECTION 8,08 CONNECTION CHARGES 16 SECTION 8.09 PROFESSIONAL FEES;COSTS 16 SECTION 8.10 TRANSITION COORDINATION 1(5 SECTION 8.11 NOTICES;COMMUNICATIONS 16 SECTION 8.12 RISK OF LOSS 16 SECTION 8.13 NO THIRD PARTY BENEFICIARIES 17 SECTION 8.14 ASSIGNMENT OF THIS AGREEMENT.... 17 SECTION 8.15 BINDING EFFECT 17 SECTION 8.16 SEVERABILITY 17 SECTION 8.17 EXECUTION IN COUNTERPARTS 17 SECTION 8.1.8 APPLICABLE LAW AND VENUE 17 SECTION 8.19 ATTORNEY'S FEES,COSTS AND EXPENSES 17 SECTION 8.20 INTENT;BINDING EFFECT 17 SECTION 8.21 EXCULPATION OF TRUSTEE 17 APPENDICES APPENDIX A FORM OF WARRANTY DEED A-1 APPENDIX B FORM OF ASSIGNMENT OF EASEMENTS AND RIGIITS B-1 APPENDIX C FORM BILL OF SALE C-I APPENDIX D FORM ASSIGNMENT OF PERMITS AND GOVERNMENT AUTHORIZATIONS D-1 APPENDIX E EXCLUDED ASSETS. E-1 APPENDIX.F LINES USED BY ORANGE TREE WITH NO BILL OF SALE AND OTHER PROPERTY AND ASSETS NOT PROPERLY OWNED OR POSSESSED BY ORANGE TREE OR DEVELOPER F-1 APPENDIX G TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT 0-1 APPENDIX H TRANSFER DOCUMENT ESCROW AGREEMENT H-1 APPENDIX I HOLEMONTES REPORT 1-1 APPENDIX J JOINT STIPULATION 3-1 INTEGRATION AGREEMENT This Integration Agreement is made and entered into this 2.4OA..., day of January, 2017, by and between the Board of County Commissioners of Collier County,Florida,and as the Ex-Officio Governing Board of the Collier County Water-Sewer District("County"),Orange Tree Utility Co., a Florida corporation ("Orange Tree" or"Utility"),Orangetree Associates, a Florida General Partnership (formerly known as "Orangetree Associates, a joint venture"), and Roberto Bollt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827, of the Public Records of Collier County, Florida (collectively Developer"). RECITALS 1. The parties entered into certain "Development Agreements" dated 1987, 1991, 1996, 1998, and 2011 The Development Agreements obligate Orange Tree and Developer to donate and convey at no cost to the County all water and sewer facilities (the "Orange Tree System")used by Orange Tree in the Orange Tree Service Area. 2. The Development Agreements provide that "in the event the County assumes operation of the interim treatment facilities, all utility facilities shall be conveyed to the County pursuant to County ordinances and regulations then in effect, together with all utility easements required by the County." 3. The customers previously served within the Orange Tree Service Area by Orange Tree shall become customers of the County at such time as the County accepts the conveyance of the Orange Tree System and assumes operation thereof. 4. The Development Agreements provide that Orange Tree and Developer shall cooperate with the County in preparing,providing and obtaining documentation to include,but not be limited to, appropriate affidavits from Orange Tree and Developer and their attorneys as to the title to the subject facility,bills of sale, warranty deeds,easements,subordinations,partial release of lien or other instruments required to assume marketable, clear and unencumbered title to the subject utility facilities at the time of conveyance to the County. 5. The Development Agreements provide that Orange Tree and Developer shall be responsible to have the Orange Tree System in good working order and in compliance with all County, State and Federal requirements when the facilities are conveyed to or vest in the County. 6. Orange Tree and the County have engaged in litigation pertaining to the Development Agreements; most recently including the lawsuit filed by the County in Collier County v.Orange Tree Utility Co., et al.,Case No. 2014-CA-001434(the"Pending Litigation"). 7. To settle the Pending Litigation, the County, Orange Tree and Developer wish to accomplish the transfer of the Orange Tree System from Orange Tree and Developer to the County according to the terms of this Integration Agreement and the Mediated Settlement Agreement in the Pending Lawsuit. 8. The Board of County Commissioners of Collier County, Florida, possesses all the powers to acquire, own, improve, operate,maintain, and dispose of water and wastewater utility facilities and to otherwise carry out the purposes of the Development Agreements and this Integration Agreement. 9. The County will hold all public hearings required by Florida law concerning the transfer of the Orange Tree System from Orange Tree to the County pursuant to the terms of the Development Agreements and this Integration Agreement is in the public interest and authorizing County officials to sign this Agreement. 10. The County intends to continue to operate the Orange Tree System after transfer of the Orange Tree System by Developer to the County, and the County does not intend to immediately dismantle and disconnect such existing facilities. NOW,THEREFORE,for and in consideration of the mutual premises set forth above and the covenants, obligations, duties and benefits herein set forth, the County, Orange Tree and Developer agree as follows: ARTICLE I. RECITALS,DEFINITIONS AND CONSTRUCTION SECTION 1.01 RECITALS. The foregoing Recitals are true and correct and are incorporated herein. SECTION 1.02 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings as defined herein unless the context requires otherwise: Agreement" means this Integration Agreement, including any amendments and supplements hereto executed and delivered in accordance with the terms hereof. Integration Date" means the date of conveyance of the Orange Tree System to the County to provide for the integration of the Orange Tree System into the County's utility system, such date being set forth in Section 4.05 hereof. Orange Tree PUD Area"means the area within the Orange Tree Service Area currently owned by Developer. Orange Tree Service Area" means the area to which Orange Tree is authorized to provide water and/or wastewater service pursuant to authorization granted by the Collier County Water-Sewer Regulatory Authority. Orange Tree System"means real and personal property used in the operation of Orange Tree's water and wastewater utility system located in Collier County,Florida, including all of the potable water supply, treatment, storage, and distribution systems and wastewater collection, transmission treatment and disposal systems,as more specifically described in Article II herein. Treatment Plants Property" means the 28 acre parcel identified in section 10.01 of Collier County Ordinance 2012-09. 2 SECTION 1.03 CONSTRUCTION AND INTERPRETATION. A) Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the date this Agreement is executed; and the term hereafter"shall mean after the date this Agreement is executed. B) Each recital, covenant, agreement, representation and warranty made by a party herein shall be deemed to havee been material and to have been relied on by the other parties to this Agreement. All parties have participated in the drafting and preparation of this Agreement, and the provisions hereof shall not be construed for or against any party by reason of authorship. SECTION 1.04 SECTION HEADINGS. Any headings preceding the texts of the several articles, sections or appendices in this Agreement and any table or contents or marginal notes appended to copies hereof,shall be solely for the convenience of reference and shall neither constitute a part of this Agreement nor affect its meaning,construction or effect. ARTICLE II. THE ORANGE TREE SYSTEM SECTION 2.01 ORANGE TREE SYSTEM. A) The assets of Orange Tree and Developer to be conveyed to the County hereunder shall consist of all assets,rights(tangible,real and personal)that Orange Tree or Developer owns or possesses,individually or collectively,on the Integration Date,and which are used in connection with the Orange Tree System and are more specifically identified in Appendices A through D and F and which do not include those assets identified in Appendix E,including the following: 1) All fee simple real property as described in Appendix A,Warranty Deed, hereof; 2) All Easements, rights of ingress and egress, right-of-way utilizations and other access rights of any kind throughout the Orange Tree Service Area,including those described in Appendix B,Assignment of Easements,and any others that Orange Tree or Developer owns or possesses or that are necessary throughout the Orange Tree Service Area for the use of the County to construct,operate and maintain the Orange Tree System; 3) All water and wastewater treatment plants,including water supplies,wells, fire hydrants, backflow prevention devices, collection, transmission, and distribution system piping,pumping,and effluent and disposal facilities of every kind and description whatsoever that are reasonably necessary for the operation of the Orange Tree System, including, without limitation, all trade fixtures, leasehold improvements, lift stations, pumps, generators, controls, tanks,distribution, collection or transmission pipes or facilities,valves,meters,meter assemblies, meter reading devices, service connections, and all other physical facilities, appurtenances and property installations used in the operation of the Orange Tree System including, but not limited to,the items described in Appendix C.Bill of Sale; 3 4) To the extent that they arc controlled by or in the possession of Orange Tree or Developer as of the date notice of intent to assume ownership was issued by the County,all as built surveys, water and wastewater plans, plats, engineering and other drawings, designs, blueprints, specifications, maintenance and operating manuals, engineering reports, calculations and computer studies; 5) To the extent that they may be transferred, all existing lawfully required regulatory approvals subject to all conditions, limitations or restrictions contained therein; all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the Orange Tree System according to all governmental requirements, as more specifically described in Appendix D, Assignment of Permits and Government Authorizations; 6) The following records existing as of the date notice of intent to assume ownership was issued by County, to the extent such records are within Orange Tree's possession or control that relate to the operation or maintenance of the Orange Tree System;(i)all information required to be maintained related to the Orange Tree System;(ii)all information provided through the due diligence process; (iii) engineering project files; (iv) electronic and paper map files; (v) plans for engineering projects;(vi)environmental files;(vii)developer files;(viii)daily operations logs; (ix) operations files; (x) any consents or administrative orders; (xi) service and warranty records; (xii)equipment logs,operating guides,and manuals located at each plant;(xiii)customer records and database of customer accounts in format described in Section 5.07, hereof; (xiv) updated fixed asset list; and(xv)copies of general ledger by plant;and 7) All claims and rights of Orange Tree or Developer against third parties, whether Choate or inchoate,known or unknown, contingent or non-contingent, relating to (a) the Orange Tree System and (b) including a tacking of time periods of County ownership in addition to Orange Tree or Developer ownership time periods for determining any prescriptive easement or adverse possession claim. B) The Orange Tree System shall be conveyed"as is, where is"by Orange Tree and Developer to the County free and clear of all liens or encumbrances, subject to the Permitted Exceptions. C) The Orange Tree System does not and shall not include the Excluded Assets as set forth in Appendix E to this Agreement. D) Within sixty (60) working days after the Integration Date, Orange Tree shall remove all Excluded Assets located on the property and easement areas conveyed to the County. Such removal shall be done in such manner as to avoid(1)any damage to the Orange Tree System and other properties to be occupied by the County, and(2) any disruption to the operation of the Orange Tree System after the Integration Date,Any damage to the Orange Tree System resulting from such removal shall be paid,as soon as reasonably practicable,by Orange Tree,Should Orange Tree fail to remove the Excluded Assets within such sixty(60)day period, the County shall have the right,but not the obligation, (1)to remove the Excluded Assets at Orange Tree's sole cost and expense; (2) to store the Excluded Assets and to charge Orange Tree all reasonable storage costs associated therewith; or (3) to exercise any other right or remedy conferred by this Agreement. 4 Orange Tree shall, as soon as reasonably practicable, reimburse the County for all costs and expenses reasonably incurred by the County in connection with any Excluded Assets not removed from the Orange Tree System by Orange Tree within the timeframe provided above, ARTICLE 111. ORANGE TREE AND DEVELOPER REPRESENTATIONS SECTION 3.01 ORANGE TREE AND DEVELOPER REPRESENTATIONS. Orange Tree and Developer represent,severally and jointly, as follows: A) The parties to this Agreement identified as Orange Tree and Developer are the signatories or successors in interest to the signatories of the Development Agreements. B) Orange Tree and Developer are duly organized, validly existing and in good standing in the State of Florida and arc authorized to do business in this State and possess all requisite corporate power and authority to enter into the transactions contemplated by this Agreement. C) The execution,delivery and performance of this Agreement and the consummation by Orange Tree and Developer of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Orange Tree and Developer. Assuming due authorization, execution and delivery by the County, this Agreement will be valid and enforceable against Orange Tree and Developer in accordance with its terms, except to the extent that the enforceability thereof may be limited by an applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion of a court of competent jurisdiction in accordance with general principles of equity. D) Other than the Pending Litigation, which will be settled by the Agreement, and except as described in subsection (L) of Section 3.01, there are no current actions, suits or proceedings, including enforcement actions, at law or in equity pending or threatened against Orange Tree or Developer before any federal, state, municipal or other court, administrative or governmental agency or instrumentality,domestic or foreign,which affect the Orange Tree System or the right and ability of Orange Tree and Developer to make and perform this Agreement; nor are Orange Tree or Developer aware of any facts which to their knowledge are likely to result in any such action,suit or proceeding. Neither Orange Tree nor Developer is in default with respect to any permit, order or decree of any court or of any administrative or governmental agency or instrumentality affecting the Orange Tree System. Orange Tree and Developer agree and covenant that they have a continuing duty to disclose to the County up to and including the Integration Date the existence and nature of all pending judicial or administrative suits, actions, proceedings and orders which in any way relate to the construction, operation or maintenance of the Orange Tree System. E) Neither Orange Tree nor Developer has dealt with any broker, salesman or finder in connection with the transactions contemplated by this Agreement and no sales commissions or finder's fees are due or payable as a result hereof. 5 F) There are no existing and assignable third party warranties or ownership documents that relate to completed or in process construction. Ci) Except as described in subsection (L) of Section 3.01, Orange Tree is not in violation of any governmental law, rule, regulation, permit or permit condition and all utility facilities comprising the Orange Tree System are in"good working order and in compliance with all County,State and Federal requirements"as required by Section 11 of the agreement dated May 28, 1991.On November 18,2013,Orange Tree provided the County with an engineer report which must be updated and provided to County not less than thirty(30)days prior to the Integration Date. Neither Orange Tree nor Developer are aware of any facts which would alter the conclusions and representations made to the County by Orange Tree's engineer,Hartman Consultants,LLC,in the report provided to the County by Orange Tree's engineer dated April 16,2014. H) The management, officers and directors of Orange Tree and Developer have no knowledge of facts adversely affecting the physical condition of the Orange Tree System which are not readily observable or which have not been disclosed or provided to the County by Orange Tree or Developer. 1) There is no outstanding construction work in process as of the date that Orange Tree and Developer sign this Integration Agreement. I) Subject to the exceptions set forth in Appendix F, there is no property or property right (including easements and rights of way), used in the operation or required for use in the operation of the Orange Tree System in the delivery of water or wastewater service to any customer which is not owned by Orange Tree or Developer, or to which Orange Tree or Developer do not possess rights to use such property. All such property has been disclosed to the County in this Integration Agreement or an appendix hereto, and such property is to be transferred on the Integration Date to County,at no cost,consistent with the terms of this Integration Agreement and the Development Agreements. K) Except as described in subsection (L) of Section 3.01, there are no regulatory compliance issues that are outstanding on the date of this Integration Agreement. L) Orange Tree represents that it has applied to the Florida Department of Environmental Protection("DEP")for permit revisions and modifications to allow on-site disposal of the nano-filtration concentrate from Orange Tree's Water Treatment Plant (WTP) in order to achieve compliance with DEP regulations. The existing off-site disposal of the nano-filtration concentrate was identified as non-compliant with DEP regulations in a notice letter from DEP dated February 25, 2016. in response to that notice letter, and in order to comply with DEP regulations, Orange Tree first applied for a revision to its Industrial Wastewater (1W) permit FLA397792) to eliminate all slow rate land application of the nano-filtration concentrate and specifically allow the concentrate to be directed to the existing above ground weir structure located on-site at the wastewater treatment plant (WWTP) where it would be mixed with the WWTP's effluent and the blended concentrate and effluent would be received into the existing on-site rapid infiltration basins at the WWTP. DEP issued the requested revision to the 1W permit on June 9, 2016, which was contingent upon DEP's approval of a modification to Orange Tree's WWTP permit (FLA014165)to allow the blended nano-filtration concentrate to be reused in the existing 6 rapid rate infiltration system located on-site at the WWTP. Orange Tree applied for said modification of the WWTP permit on May 12, 2016, and on September 7, 2016 DEP provided notice of intent to issue the requested WWTP permit modification. No person other than the County has indicated any intent to timely challenge DEP's notice of intent to issue the WWTP permit modification.The County hereby agrees that it will,not further challenge,and will withdraw all filings indicating any intent to challenge,DEP's notice of intent to issue the modification of the WWTP permit (FLA014165). The County further agrees that it will reasonably cooperate with Orange Tree's efforts to obtain the WWTP permit modification. Orange Tree represents that there is sufficient capacity at the WWTP to allow for all the nano- filtration concentrate from Orange Tree's WTP to be mixed with the WWTP's effluent and received into the existing on-site rapid infiltration basins at the WWTP in accordance with the referenced permit modifications and revisions. There also are alternative methods for disposal of the nano-filtration concentrate that are available to the County following conveyance of the Orange Tree System, including interconnection with the County force main and off-site disposal on the County-owned parcel north of the WWTP site. M) There are no affiliates,partnerships,corporations or other entities in which Orange Tree or Developer own any equity interest or which own an equity interest in Orange Tree or Developer which possesses any rights relating to the assets,tangible and intangible,necessary to operate the Orange Tree System. N) No representation made by Orange Tree or Developer in this Agreement contains any untrue statement of material facts or omits to state any material fact required to make the statements herein contained not misleading. The above representations shall survive the Integration Date for a period of six (6) months, the fulfillment of which representations will remain a continuing obligation of Orange Tree and Developer during such six (6)month period. ARTICLE IV. INTEGRATION OF THE ORANGE TREE SYSTEM SECTION 4.01 COUNTY TO ASSUME OWNERSHIP A) The County has notified Orange Tree of its intent to assume ownership of the Orange Tree System on the Integration Date. B) The County agrees to undertake all rights and responsibilities for services related to the Orange Tree System after the Integration Date.Orange Tree agrees that it is required to pay any moneys owing for operation and management costs and expenses related to operation of the Orange Tree System that are accrued and outstanding prior to and including the Integration Date, C) The County does not assume any debts,liabilities,obligations,or other financial or service obligations of Orange Tree or Developer, except as may be expressly provided hereunder or as may be otherwise provided in writing. The County does not assume and shall not be liable for any expense, assessment, exposure, fine, penalty, liability, act or omission of any kind whatsoever imposed or required by any third party, whether known or unknown, contingent, 7 liquidated or not liquidated, arising or accruing under contract, tort, or pursuant to statute, rule, ordinance, law,regulation or otherwise,arising or accruing before the Integration Date,regardless of when the claim is made.Orange Tree shall remain liable far and shall pay,perform or discharge all such liabilities and obligations;provided Orange Tree is not hereby limited in its right to contest in good faith any such liabilities or obligations. Other than the Pending Litigation which will be settled by the Agreement, the County does not assume,and is not liable for,any litigation pending at Integration Date involving Orange Tree or the Orange Tree System.Orange Tree and Developer do not assume any debts, liabilities, obligations, or other financial or service obligations relating to County operation of the Orange Tree System accruing after the Integration Date and shall not assume nor be liable for any expense,assessment,exposure,fine,penalty,liability,act or omission of any kind whatsoever imposed or required by any third party, whether known or unknown, contingent, liquidated nor not liquidated, arising or accruing under contract, tort, or pursuant to statute,rule,ordinance,law,regulation or otherwise,based upon facts arising or accruing after the Integration Date. D) Subject to the property and property rights set forth in Appendix F, Orange Tree and Developer agree that all property and property rights,real and personal,used in the operation of the Orange Tree System and to be conveyed to the County pursuant to this Integration Agreement,shall be owned as of the Integration Date,by either Orange Tree or Developer,and no other,with proper documents confirming such ownership or rights.As to the property and property rights identified in Appendix F, Orange Tree shall use its best efforts to secure bills of sale or other applicable transfer documents in form satisfactory to the County Attorney prior to the Integration Date. SECTION 4.02 SURVEY, The County shall have the option to order a new or updated survey of any or all real property being insured by a title insurance policy hereunder. Such new surveys shall be at the County's expense. Any such surveys shall (A) be received not less than thirty(30) days prior to the Integration Date and updated thereafter as required by the title insurer; B) be satisfactory and sufficient for the title insurer to delete the standard exceptions of title insurance coverage concerning encroachments, overlays, boundary line disputes or any other adverse matter which would be disclosed by an accurate survey; (C) be certified as of the then current date to the County, Orange Tree, Old Republic National Title Insurance Company, Attorney's Title Fund Services, LLC, Nabors, Giblin & Nickerson, P.A., or any other parties requested by the County;and(D)show the location of all improvements and easements.Regarding material adverse matters (i.e., matters that materially interfere with the present use of the real property)disclosed by such surveys and disclosed to Orange Tree,Orange Tree or Developer must use their reasonable best efforts to resolve such matters and assist in removing exclusions to coverage on the title insurance commitment. SECTION 4.03 TITLE VERIFICATION. A) The County shall obtain, and deliver copies to Orange Tree of, title insurance commitments for the real property, Treatment Plants Property and other material easement interests as may be identified by the County, to be conveyed hereunder as set forth in Appendix A and Appendix B under an ALTA form owner's title insurance policy from the title agent (the Title Policy"). Orange Tree and Developer will use their reasonable best efforts to cure any 8 encumbrances or defects that affect marketability of title to be conveyed to the County, real or personal.prior to the Integration Date. B) The estate or interests to be insured by the Title Policy shall consist of all real property identified in Appendix A and any easements identified to the insurer by the County, which are necessary for operation of the Orange Tree System. C) As of the Integration Date,or upon issuance of any Title Policy after the Integration Date,the owner's title insurance policy shall show marketable title to the insured estate or interests vested in the County. All charges and costs for the issuance of the owner's title insurance commitments and policy(ies)shall be paid by the County. D) Marketable title or other insurable interest shall be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. If the title commitment reflects title exceptions, the County shall thereafter within ten (10) days, notify Orange Tree and Developer in writing specifying the defects.Orange Tree and Developer shall use their reasonable best efforts to cure any encumbrances or defects that affect marketability of title prior to the Integration Date. SECTION 4.04 TRANSFER,ASSIGNMENT AND ASSUMPTION. A) Subject to Section 5.02, on the Integration Date, Orange Tree and Developer shall transfer, assign and convey to the County by way of the Transfer, Assignment and Assumption Agreement attached as Appendix G hereto(1)all of their rights,remedies,powers,title or interest in the Orange Tree System,including any rights,remedies,powers,title or interest arising by virtue of any franchise or certificate of authorization granted to Orange Tree or arising by virtue of the County's assumption of the ownership, operation and control of the Orange Tree System; and (2) all of their rights, privileges, easements, licenses, prescriptive rights, rights of way,rights of use of public and private roads, highways, streets, railroads, or other areas owned or used by Orange Tree or Developer in connection with the construction, reconstruction, installation, expansion, maintenance and operation of the Orange Tree System. B) On and after the Integration Date, Orange Tree's obligation or responsibility to act or serve as a provider of water or wastewater services as owner of the Orange Tree System will terminate and the County will assume the obligation and responsibility to provide water and wastewater services as a governmentally owned and controlled service provider within the area previously served by Orange Tree. Orange Tree shall use its reasonable best efforts to assign to the County any agreements it has with third-parties relating to the operation of the Orange Tree System.The County will assume the obligations and responsibilities of Orange Tree under any agreements relating to the Orange Tree System which are expressly assumed by the County pursuant to the Transfer, Assignment and Assumption Agreement,attached hereto as Appendix G. C) On the Integration Date, Orange Tree and Developer shall terminate the Amended and Restated Lease Agreement, the term of which commenced on January 1,2002,and waive the provision contained in Section 3B of the Land Trust Agreement dated January 27, 1986,allowing for the sale of trust property. 9 D) Within thirty(30)days after the County executes this Agreement,the County shall commence all requisite action to notify, apply for and seek the transfer of the permits and governmental approvals, if transferable, described in Appendix D hereof, including, but not limited to, the procedures referenced in Rule 62-4.120, Florida Administrative Code (1990), 40 C.F.R. § 122.63(d)(1998)and 47 C.F,R. § 73 (1998)and the County,Orange Tree,and Developer shall use all reasonable efforts to obtain the transfer of such permits. Orange Tree and Developer shall timely cooperate and provide all reasonably necessary assistance in this endeavor,including, but not limited to, execution at the Closing of the permit transfer applications prepared by the County. Upon the Closing, the County shall assume all obligations under the permits and governmental approvals necessary for the continued operation of the Orange Tree Utility System. The County and Orange Tree acknowledge that the transfer of permits cannot be effectuated until after the Closing of the transactions contemplated by this Agreement, and as such shall constitute a post-Integration Date obligation of the parties until completed. Charges and costs incurred by either Orange Tree and Developer,on the one hand, or County, for the transfer of permits shall be paid by the respective parties. SECTION 4.05 INTEGRATION DATE AND PLACE OF CLOSING; PROCEDURES. A) The County and Orange Tree hereby establish the Integration Date as March 1, 2017, or such earlier date should the parties mutually agree or such later date should the County require such time to complete due diligence activities or should County agree to give Orange Tree or Developer additional -time to fulfill its obligations under this Agreement. B) On the Integration Date, Orange Tree and Developer shall furnish a certificate reaffirming the representations as set forth in this Agreement up to the Integration Date. C) On the date that this Integration Agreement is signed by each party,the parties shall. sign and deliver to escrow each of the pertinent transfer documents provided in the appendices hereto, These transfer documents shall remain in escrow and be held by the escrow agent, Cheffy Passidomo„ P.A., until the Integration Date or such time as provided in the Escrow Agreement, attached hereto as Appendix H. D) In addition to the release of documents from escrow as described in section 4.05(C), on the Integration Date,Orange Tree and Developer shall deliver to the County: 1) Non-foreign affidavits, no-lien affidavits, "gap" affidavits, waivers and releases of lien or such other forms as are customarily required for issuance of the title insurance policy referenced herein; 2) Any corporate, trust or partnership resolutions or documents, affidavits, certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations as deemed necessary by counsel for the County:. 3) Those instruments required by the title insurer insuring the real property set forth in Appendix A or easements or other rights including, but not limited to,those identified in Appendix B; and 10 E) County shall pay all taxes, fees or other charges necessary for transfer, filing or recording of the documents delivered by Orange Tree and Developer to the County on the Integration Date. ARTICLE V. COUNTY AGREEMENT TO SERVE SECTION 5.01 DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY. Consistent with the County's obligation to expand the on-site water and wastewater treatment plants or otherwise provide such levels of treatment capacity as required to meet Developer's demand, and to ensure that the County possesses sufficient knowledge of when Developer's projected demand shall be required in the future, Developer and Orange Tree shall provide to County,to the attention of Dr.George Yilmaz,Administrator,Collier County Public Utilities, or his successor, at Public Utilities Division, 3339 Tamiami Trail East, Suite 301, Naples, Honda 34112, on January I of each year following the Integration Date, and until build out of the Orange Tree Planned Unit Development,a schedule identifying connections made in the prior year and Developer's plans and projections for growth for the next three (3) years, together with documents or data substantiating such plans and projections. Developer and Orange Tree acknowledge and agree that the provision of this information to the County is required to provide the County proper notice of the prospective needs of Developer and Orange Tree in the Orange Tree Service Area. SECTION 5.02 CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES.The County will provide Developer or its successors with an impact fee or connection charge credit toward new utility connections to the extent of any "net excess capacity." if any, in the Orange Tree water and wastewater system at the time of transfer. The parties agree that the independent professional engineering firm of Hole Montes has been retained and was jointly paid by the parties to audit the Orange Tree water and wastewater system to determine total excess capacity over current uses of the water and wastewater system, and that on August 19, 2015, Hole Montes issued its Final Report entitled "Orange Tree Utility Company Capacity and Service Commitment Review" ("Hole Monies Report"), which is attached as Appendix I. The parties further agreed to retain and jointly pay Hole Montes to update the Hole Monies Report to account for any changes in net excess capacity, if any, in the Orange Tree water and wastewater system resulting from Equivalent Residential Connections("ERCs")which have been allocated or sold to developers or builders since August 19, 2015 through and including the Integration Date Updated Hole Montes Report"),and that the Updated Hole Montes Report shall establish the net excess capacity for the Orange Tree water and wastewater system and the corresponding number of ERCs to which the Developer, Orange Tree or their successors and assigns shall be entitled. The County agrees that any change in its impact fee rate schedule will not affect the number of ERCs provided to Developer, Orange Tree, or their successors and assigns. In no event will Developer be entitled to credit for more ERCs than are necessary to service the Orange Tree PUD Area. 11 ARTICLE VL OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6.01 CONDUCT OF PARTIES AFTER SIGNING THIS AGREEMENT. A) At ail times prior to the Integration Date,the parties shall act in compliance with the Joint Stipulation executed by the parties as part of the Pending Lawsuit, a copy of which is attached hereto as Appendix J. The County shall have the right, at any reasonable time during normal business hours with four(4)days prior notice to Orange Tree,to enter upon Orange Tree's or Developer's property to inspect the Orange Tree System,to familiarize itself with day-to-day operations including access to billing hardware and software, to review the operational practices of Orange Tree,to coordinate with Orange Tree the necessary transition activities, and to ensure compliance with any and all federal and state regulatory requirements; provided, however, that such access shall not be had or done in any manner so as to unreasonably interfere with the normal conduct of the Orange Tree System. B) Orange Tree and Developer have represented to County that, except as described in subsection(L) of Section 3.01, there are no regulatory compliance issues affecting the Orange Tree System that are outstanding on the date of this Agreement. In the event that Orange Tree or Developer shall be notified of the existence of a regulatory compliance issue affecting the Orange Tree System, the County shall have the opportunity to participate in all negotiations with appropriate regulatory agencies concerning the necessary corrective actions and compliance timelines associated with all regulatory compliance issues.However,prior to the Integration Date, Orange Tree and Developer shall have the final authority on any corrective actions and decisions related to any regulatory compliance issue, and will be solely liable for all obligations to pay any monetary penalties,fines, assessments or administrative costs or other monetary judgments of any kind in addition to capital costs as may be associated with achieving regulatory compliance. ARTICLE VII. POST-INTEGRATION COMMITMENTS SECTION 7.01 TREATMENT PLANTS PROPERTY. A) Pursuant to the Development Agreements,as amended by Ordinance 12-09,at such time as the County discontinues operation of the water treatment plant or the wastewater treatment plant located on the Treatment Plants Property,and the provisions of section 10.01 of Ordinance 2012-09 are satisfied by Orange Tree and Developer, the County will vacate that portion of the Treatment Plants Property no longer required by the County. B) Upon discontinuance of the water treatment plant or the wastewater treatment plant, the County shall perform an environmental audit relating to the portion of the Treatment Plants Property reverting to Developer of the same scope as the environmental audit provided to the County by Developer and Orange Tree prior to the Integration Date, and the County agrees to remedy any environmental issues at its own cost and (b) the County agrees to dismantle and remove all improvements identified by the County as no longer being used or useful in the continued operation of the facilities to remain on the Treatment Plants Property, at the County's 12 cost, within 24 months of the County's discontinuance of the water or the wastewater treatment plant. SECTION 7.02 FURTHER ASSURANCES. A) Orange Tree and Developer shall, after the Integration Date, upon reasonable request of the County and at no cost to the County, execute,assign, acknowledge and deliver, or cause to be executed, assigned, acknowledged and delivered, all such further documents, acts, deeds, easements, assignments, transfers, powers of attorney and assurances that are in the ownership or control of Orange Tree and Developer and as may be reasonably required in order to implement and perform any of their obligations set forth in this Agreement and the Development Agreement including,but not limited to,such easements as may be necessary for County to serve additional areas within the Orange Tree PUD not served by Orange Tree on the Integration Date. 13) Otauge Tree and Developer hereby agree to provide to County at no cost,prior or subsequent to the Integration Date, such easements, deeds, assignments,consents, or other things or acts as may be reasonably required by the County to operate the Orange Tree System as presently operated subsequent to the Integration Date. ARTICLE VEIL GENERAL PROVISIONS SECTION 8.01 TERM OF AGREEMENT. The term of this Agreement shall commence upon approval and execution of this Agreement by the parties and shall terminate upon conveyance of the Orange Tree System to the County on the Integration Date except as to rights or obligations which expressly extend beyond the integration Date pursuant to the terms of this Agreement. SECTION 8.02 DISPUTE RESOLUTION. A) The parties agree to resolve any dispute related to the interpretation or performance of this Agreement in the manner described in this Section 8.02.Either party may initiate the dispute resolution process by providing written notice to the other party. B) After transmittal and receipt of a notice specifying the area or areas of disagreement, the parties agree to meet at reasonable times and places, as mutually agreed upon, to discuss the issues. C) If discussions among the parties fail to resolve the dispute within 60 days of the notice described in Section 8.02(A) hereof, the parties shall appoint Robin Doyle to act as a mediator. If Robin Doyle is unable to act as mediator, the parties shall appoint a mutually acceptable neutral third party mediator.If Robin Doyle is unavailable and the parties are unable to agree upon a mediator,the County will request appointment of a mediator by the Chief Judge of the Circuit Court of the Twentieth Circuit in and for Collier County, Florida. The mediation contemplated by this Section 8,02(C) is intended to be an informal and non-adversarial process with the objective of helping the parties reach a mutually acceptable and voluntary agreement.The decision-making shall rest solely with the parties. The mediator shall assist the parties in identifying issues, fostering joint problem-solving, and exploring settlement alternatives. It is 13 understood that any settlement requires approval of the Board of County Commissioners of Collier County and the board of directors of Orange Tree and Developer. D) if the parties are unable to reach a mediated settlement within 120 days of the mediator's appointment,either party may terminate the settlement discussions by written notice to the other party. In such event,either party may initiate binding arbitration pursuant to the Florida Arbitration Code within 120 days of the notice terminating the settlement discussions.In the event arbitration is invoked by either party, the parties shall appoint one mutually acceptable arbitrator. If the parties are unable to agree to an arbitrator, the County will request appointment of an arbitrator by the Chief Judge of the Circuit Court of the Twentieth Circuit in and for Collier County, Florida. Failure by the party initiating the dispute resolution procedure to commence arbitration within the 120 day period shall be deemed to constitute an acceptance of the interpretation or performance of the other party. SECTJOIN 8.03 EN I IKE AGREEMENT.This Agreement, together with the terms of the Mediated Settlement Agreement entered between the parties in the Pending Litigation, constitutes the entire agreement among the parties pertaining to the subject matter hereof. SECTION 8.04 AMENDMENTS AND WAIVERS. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties hereto.No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement,whether or not similar,unless otherwise expressly provided. Each such amendment,supplement,modification or waiver of this Agreement shall be filed with the Clerk of the Circuit Court of Collier County. SECTION 8.05 NOTICES.All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail,postage prepaid,to the parties at the following addresses: Orange Tree: Stephen Lowitz 3521 North 53rd Avenue Hollywood,Florida 33021 Developer: Roberto Bollt 4500 Executive Drive Suite 110 Naples,Florida 34119 With copy to: D. Bruce May,Jr. Holland&Knight LLP 315 S. Calhoun Street, Suite 600 Tallahassee.Florida 32301 County: Dr. George Yilmaz,Administrator Collier County Public Utilities Division 3301 East Tainiami Trail Naples,Florida 34112 14 With copy to: Jeffrey A. Rlatzkow,Esq. Collier County Attorney 3299 East Tamiami Trail, Suite 600 Naples,Florida 34112 With another copy to: Paul Ullom Carton Fields 4221 West Bay Scout Blvd,Suite 1000 Tampa Florida 33607 Brian Armstrong, Esq. Armstrong Law Firm P.O.Box 5055 Tallahassee,Florida 32314 Either of the parties may,by notice in writing given to the others, designate any further or different address to which subsequent notices,certificates or other communications shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand or facsimile transmission or three days after the date mailed. SECTION 8.06 PROPERTY TAXES.Orange Tree shall be required to escrow through the Title Agent for payment to the Tax Collector of Collier County an amount equal to the current ad valorem taxes and assessments due (real and personal),prorated through the Integration Date in accordance with section 196.295, Florida Statutes. The County shall cooperate with Orange Tree in its effort to recover any taxes paid in excess of that due through the Integration Date, SECTION 8.07 ACCOUNTS RECEIVABLE; CUSTOMER DEPOSITS. A) Orange Tree hereby agrees to cooperate with the County to ensure an orderly transition of all of its customers with respect to billing and customer service activities including, but not limited to,working with the County on a compatible format for transfer of customer data. B) The parties agree that the County will be entitled to all customer billings with respect to water and wastewater collection and treatment services for the period on or after the Integration Date,and Orange Tree will be entitled to all such billings prior to the Integration Date, such prior billings being considered an Excluded Asset under this Agreement. C) The County, Orange Tree and the Developer agree that customer confusion concerning the transition of the Orange Tree System to County ownership will be reduced if the customers receive their initial bill for services rendered by the County(the "Initial Bill") in the same billing cycle previously used by Orange Tree.The parties agree that the Integration Date is March 1, 2017. To avoid customers receiving two bills,one from Orange Tree and one from the County, for services rendered during such billing cycle, the County, Orange Tree and the Developer agree that Orange Tree shall read all customer meters at least one day prior to the Integration Date. Orange Tree shall use meter reading data collected to calculate the revenue to which Orange Tree is entitled for services rendered prior to the Integration Date (the "Unbilled Revenue")and provide such information to the County,including all support data used by Orange Tree to calculate such revenue.The County shall initially read customer meters on the date or dates indicated by Orange Tree's established billing cycle and the County shall render the Initial Bill to 15 customers. As payments are received by the County after the Integration Date from customers related to the Initial Bill, the County shall forward Unbilled Revenue associated with each customer account to Orange Tree, less an administrative fee of five percent (5%) for each such payment. D) Orange Tree shall credit all customer deposits and accrued interest against the final billing statement rendered by Orange Tree to its customers. E) If Orange Tree receives a payment after the Integration Date from a former customer associated with the Initial Bill, such payment shall be delivered to the County within seven (7)business days of Orange Tree's receipt of such payment,without any right of setoff. SECTION 8.08 CONNECTION CHARGES. A) Suma collected by Orange Tree in the ordinary t.t. nse vf bti3ines fur finale connections to the Orange Tree System in the form of contributions in aid of construction, refundable advances, connection charges, including capacity, deferred standby fees and service availability charges of any type(collectively referred to herein as"Connection Charges")up to the Integration Date shall remain Orange Tree's sole and separate property. B) All sums collected after the Integration Date relative to the use of,or connection to, the Orange Tree System shall be paid to the County,with no claim of Orange Tree therefore. SECTION 8.09 PROFESSIONAL FEES;COSTS.Each party has been responsible for securing its own counsel for representation in connection with the negotiation of this Agreement, and all other matters associated with performance, termination or the closing of the conveyance contemplated hereunder: and each party shall be responsible for the payment of the fees of its own attorneys, bankers, engineers, accountants, and other professional advisors or consultants in connection therewith. SECTION 8.10 TRANSITION COORDINATION. The parties acknowledge and agree that they must prepare for an orderly and efficient transition of operations, customer service and billing activities to the County and, as such, the County and Orange Tree will take all steps necessary and exert their respective best efforts, to include information sharing,test programming and test billing,document sharing and such other activities,so as to create a seamless transition of such activities on or around the Integration Date. SECTION 8.11 NOTICES; COMMUNICATIONS. Orange Tree, Developer and County shall work collaboratively to accomplish the goals of this Agreement and the related timing and content of notices,public statements and communications of any nature with the public or any customer or customers of Orange Tree regarding the Orange Tree System Integration contemplated by this Agreement. Orange Tree and Developer shall timely file any information or applications as may be required by the Collier County Water-Sewer Regulatory Authority and the County shall issue notices required by Florida law regarding the County's consideration of the Integration Agreement. SECTION 8.12 RISK OF LOSS.At all times prior to and through the Integration Date, Orange Tree shall maintain adequate fire and extended insurance coverage for the cost of any 16 repairs to the Orange Tree System that may be required by casualty damage.The risk of loss during the said period of time shall fall upon Orange Tree.The risk of loss shall pass to the County at the Integration Date. SECTION 8.13 NO THIRD PARTY BENEFICIARIES.This Agreement is solely for the benefit of the parties hereto and no other causes of action shall accrue upon or by reason hereof to or for the benefit of any third party who or which is not a signatory hereto. SECTION 8.14 ASSIGNMENT OF THIS AGREEMENT. This Agreement shall not be assigned in whole or in part by either party, and any attempt by either party to assign shall be V o id ab initio. Nothing in this Section shall affect the right to assign ERCs as set forth in Section 5.02. SECTION 8.15 BINDING EFFECT. To the extent provided herein, this Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties,their respective successors and assigns. SECTION 8.16 SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 8.17 EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 8.18 APPLICABLE LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any action or proceeding to construe or enforce the provisions of this Agreement shall be in the Twentieth Judicial Circuit in and for Collier County, Florida. SECTION 8.19 ATTORNEY'S FEES, COSTS AND EXPENSES. The parties executing this Agreement, including their respective successors and assigns, shall be entitled to reasonable attorney's fees and costs, including appellate attorney's fees and costs, incurred as a prevailing party in connection with any litigation under this Agreement, and also including attorney fees and costs incurred as a prevailing party in exercising or enforcing the rights to attorneys' fees and costs provided or incorporated herein. SECTION 8.20 INTENT;BINDING EFFECT.This Agreement is intended to identify, specify and carry out certain procedures, covenants, obligations and responsibilities arising from the Development Agreements, Collier County Ordinance Nos. 87-13, 12-09 and other applicable ordinances,and the 1986 Settlement and Zoning Agreement concerning the provision of water and wastewater service to the Orange Tree Service Area. SECTION 8.21 EXCULPATION OF TRUSTEE.Trustee has executed this Agreement solely in the capacity as trustee and not individually. Therefore, notwithstanding anything to the contrary contained in this Agreement, the parties agree that (i) all covenants, agreements, undertakings and any other obligations of Orange Tree or Developer, or pursuant to any documents,instruments or agreements provided hereto,or which involve the Orange Tree System 17 any portion thereof, are not intended to impose, and shall not be construed as imposing, any personal or other liability upon Trustee, individually; (ii)no party shall have any claim, demand, action or cause of action whatsoever against Trustee, individually,arising out of or relating to this Agreement or the transaction contemplated hereby. 18 LN WITNESS WHEREOF,the Boat of County Commissioners Collier County,Florida, as the Governing Body of Collier County and Ex-Officio the Governing Board of th'. Col`ttefr' County Water-Sewer District,has caused this Utility System Integration Agreement'to be executed, and delivered this 244 Jay of January, 2017. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS -THE il GOVERNING BODY OF COLLIER COUNTY AND THE EY-OFFICIO GOVERNING.I30ARD OF THE COLLIER COUNTY 'WATER-SEWER DISTRICT J1.,1t„;1'.0'' de 4BY: Penny Taylor,C airman ATTEST: DWIGHT E t j OCK Clerk a n 0L OBY: 4 • Attest as , `h, • Deputy Clerk signature only, __`- Approved a ;ito ) and lea lity: BY: Jeffrey A. Klatiko County Attorney 1 LII 19 IN WITNESS WHEREOF, Orange Tree Utility Co. has caused this Integration Agreement to be executed and delivered this day of January,2017. WITNESSES:ORANGE TREE UTILITY CO.,a Florida Corporation(L.S.) Signet re ifignature I`Sr-14c14 t. , 06.11Act9/1,_.., 1ttaG2-10 abtkr. Printed Name Printed Name Cif CA ti-Aj i0--ig 1?ZES 005-INY — Signature Title Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of 2017, by IzooSEY2.-ro abt.A-dr- as on behalf of Orange Tree Utility Co., a Florida corporation, who is X personally known to me, er— as.. ieletAitigatioa. A MY COIARSVON 1 FF 91368341 ..*: MVO:Itnit 21.Mt Itl 4k--.5 42;g:',W 1104%4W'Nu Wary Put&tAvisnielters 6/4"414,t4,4. ...11/\-ltr%rv,,,/ Signature of Nbt ry Public 1"41->ell-4,1 7. Q.. 31-Dc Printed Name of Notary Notary Public-State of Florida Commission No.: 20 IN WITNESS WHEREOF,Orangetree Associates has caused this Integration Agreement to be executed and delivered this day of January, 2017, WITNESSES:ORANGETREE ASSOCIATES,a Florida General Partnership(f/k/a Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partne5,- df 0"- b-taii111110frof........e.. - S ignatur ignature CI7F-Ars1 1G, voitka_u_ n_.- 11-06eftxv tbertAir Printed Name Printed Name thlitj, )22.(2...akm. pilei cetdr Signature Title A(Lia A 1 e grD -1 Printed Name By: ENTERPRISES OF HOLLYWOOD, INC., a Florida ,----- corporation as G9,116-. artner77 0.• By: _,...eglie,,,,,,dair# Signature 4nature Ar- S1 0.-sA.t,h G AAPar-ati__ 9.3:30- 11,CIDItaDtA4-- Printed Name Printed Name qico- 0)* gnature Title PA 4,460 1 t. Ez>c) (\± Printed Name 21 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of January, 2017, bycu €41.4,1_,„c— , as per,1 1,e-t,/r" on behalf of Springhill of Collier County, Inc. and Enterprises of Hollywood, Inc., Florida corporations, as General Partners of Orangetree Associates, who is personally known to me,or who has produced as identification. i.e....7..4*N Iry PEmeginftwitHrF As se 2l,1011 L44.7.0 Itentiod TN%Wry Pste UreOnsihn Signature of Notary Public r„,tweca.4..„4 p rriDaIlittN Printed Name of Notary Notary Public-State of Florida. Commission No.: IN WITNESS WHEREOF, ROBERTO BOLLT, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at Official Records Book. 1347, Page 2331,and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827, of the Public Records of Collier County, Florida, has caused this Integration Agreement to be executed and delivered this day of January, 2017. WITNESSES: 7 p- By: Signat r'e Aderature ROBERTO BOLLT,as Successor Trustee of the Land Trust Agreement SitSr--A-c.11.G joAra_iLee_ dated January 27, 1986,recorded at Printed Name Official Records Book 1347,Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250,Page 0 k22-7 -A A A .... A 1827,of the Public Records of Collier Signature County,Florida RC,i l l 'C, g-6 1 IA— Printed Name 22 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of January, 2017, by Roberto BoIlt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986,who is personally known to me,-o, sviiv has produced os-idetttification, VI,vv1,41 :tkottpktiv KINIERLY PEARCE MOM Signature of Ndtary Public WY COMMON I FE IMO EOM Arts 211, ketird Tint Wiwi Undwelin t.-10.11.5130-4.1Y( IMO 2-1 ',4"ibrN1 Printed Name of Notary Notary Public-State of Florida Commission No.: 23 Exhibit C Exhibits From OTU Annual Reports CLASS "A" OR "B" WATER and/or WASTEWATER UTILITIES Gross Revenue of More Than $200,000 Each) ANNUAL REPORT OF Orange Tree Utility Company, Inc. Exact Legal Name of Respondent 418W / 419S Certificate Numbers Submitted To The Collier County Government NCW QCT Q-0l', •;.:•• {: Collier County Water and Wastewater Authority FOR THE YEAR ENDED DECEMBER 31 , 2015 Form PSC/WAW 3(Rev 12/99) CERTIFICATION OF ANNUAL REPORT YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc, December 31,2015 I HEREBY CERTIFY,to the best of my knowledge and belief: YES NO X )1. The utility is in substantial compliance with the Uniform System of Accounts prescribed by the Florida Public Service Commission, YES NO X )2. The utility is in substantial compliance with all applicable rules and orders of the Florida Public Service Commission. YES NO X )3. There have been no communications from regulatory agencies concerning noncompliance with,or deficiencies in,financial reporting practices that could have a material effect on the financial statement of the utility. YES NO X )4. The annual report fairly represents the financial condition and results of operations of the respondent,for the period presented and other information and statements presented in the report as to the business affairs of the respondent are true,correct and complete for the period for which it represents, Items Certified X )X ) ( X ) ( X ) s*natu of the chief ex cutive officer of the utility) 1, 2, 3. 4, signature of the chief financial officer of the utility) Each at the four items must be certified YES or NO. Each item need not be certified by both officers. The items being certified by the officer should be indicated in the appropriate area to the left of the signature. NOTICE:Section 837,06, Florida Statutes,provides that any person who knowingly makes a false statement in writing with the intent to mislead a public servant in the performance of his duty shall be guilty of a misdemeanor of the second degree. El YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 PARENT t AFFILIATE ORGANIZATION CHART Current as of 12/31/15 Complete below an organizational chart that shows all parents and subsidiaries of the utility. The chart must also show the relationship between the utility and the affiliates listed on E-7, E-10(a)and E-10(b). Not applicable E-5 I YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 BUSINESS CONTRACTS WITH OFFICERS, DIRECTORS AND AFFILIATES List all contracts, agreements, and other business arrangements*entered into during the calendar year(other than compensation related to position with Respondents)between the Respondent and officer and director listed on Page E-6. In addition, provide the same information with respect to professional services for each firm, partnership, or organization with which the officer or director is affiliated. NAME OF OFFICER, IDENTIFICATION OF NAME AND ADDRESS OF DIRECTOR OR AFFILIATE SERVICE OR PRODUCT AMOUNT AFFILIATED ENTITY a) b) c) d) Orange Tree Associates Management fees 150,000 including time spent with lawyers. Business Agreement,for this schedule, shall mean any oral or written business deal which binds the concerned parties for products or services during the reporting year or future years. Although the Respondent and/or other companies will benefit from the arrangement,the officer or director is, however, acting on his behalf or for the benefit of other companies or persons. E-7 l YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc.December 31, 2015 AFFILIATION OF OFFICERS AND DIRECTORS For each of the officials listed on page E-6, list the principal occupation or business affiliation and all affiliations or connections with any other business or financial organizations,firms,or partnerships. For purposes of this part, an official will be considered to have an affiliation with any business or financial organization, firm or partnership in which he is an officer,director,trustee, partner, or a person exercising similar functions. PRINCIPAL OCCUPATION AFFILIATION NAME AND ADDRESS OR BUSINESS OR OF AFFILIATION NAME AFFILIATION CONNECTION OR CONNECTION a) b) c) d) Roberto gout President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 Stephen G. Lowitz Vice President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 E-8 1 YEAR OF REPORT I UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 BUSINESSES WHICH ARE A BYPRODUCT,COPRODUCT OR JOINT PRODUCT RESULT OF PROVIDING WATER OR SEWER SERVICE Complete the following for any business which is conducted as a byproduct, coproduct or joint product as a result of providing water and/or sewer service. This would include any business which requires the use of utility land and facilities. Examples of these types of businesses would be orange groves,nurseries, tree farms,fertilizer manufacturing, etc. This would not include any business for which the assets are properly included in Account 121 -Nonutility Property along with the associated revenues and expenses segregated out as nonutility also. ASSETS REVENUES EXPENSES BUSINESS OR BOOK COST SERVICE OF ACCT. REVENUES ACCT. EXPENSES ACCT. CONDUCTED ASSETS NO. GENERATED NO. INCURRED NO. a)b) c) d) e) f) g) None E-9 UTILITY NAME: Orange Tree Utility Company, Inc. I YEAR OF REPORTDecember31, 2015 BUSINESS TRANSACTIONS WITH RELATED PARTIES List each contract, agreement,or other business transaction exceeding a cumulative amount of$500 in any one year, entered into between the Respondent and a business or financial organization, firm, or partnership named on pages E-2 and E-6 identifying the parties, amounts, dates and product, asset, or service involved. Part I. Specific Instructions: Services and Products Received or Provided 1. Enter in this part all transactions involving services and products received or provided. 2. Below are some types of transactions to include: management, legal and accounting material and supplies furnished services leasing of structures, land and computer services equipment engineering &construction services rental transactions repairing and servicing of equipment sale, purchase or transfer of various products CONTRACT OR ANNUAL CHARGES DESCRIPTION AGREEMENT (P)urchased NAME OF COMPANY SERVICE AND/OR EFFECTIVE or OR RELATED PARTY NAME OF PRODUCT DATES S)old AMOUNT a) b) c) d) e) None E-10(a) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 BUSINESS TRANSACTIONS WITH RELATED PARTIES Part U. Specific Instructions: Sale, Purchase and Transfer of Assets 1. Enter in this part all transactions relating 3. The columnar instructions follow; to the purchase, sale or transfer of assets. a) Enter name of related party or company. 2. Below are examples of some types of b) Describe briefly the type of assets transactions to include: purchased, sold or transferred. c) Enter the total received or paid. Ind- purchase, sale or transfer of equipment. cate purchase with"P"and sale with "5". purchase, sale or transfer of land d)Enter the net book value for each item and structures. reported. purchase, sale or transfer of securities. e) Enter the net profit or loss for each item noncash transfers of assets. column (c)-column (d)). noncash dividends other than stock f)Enter the fair market value for each item dividends. reported. In space below or in a sup- writeoff of bad debts or loans. plemental schedule,describe the basis used to calculate fair market value. SALE OR NET GAIN FAIR NAME OF COMPANY PURCHASE BOOK OR MARKET OR RELATED PARTY DESCRIPTION OF ITEMS PRICE VALUE LOSS VALUE a)b) c)d) e) f) None E-10(b) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 COMPARATIVE BALANCE SHEET-ASSETS AND OTHER DEBITS ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR a) b) c)d)e) UTILITY PLANT 101-106 Utility Plant F-7 $ 10,023,550 $ 9,959,758 108-110 Less: Accumulated Depreciation and Amortization F-8 4,349,864) 3,904,236) Net Plant 5,673,686 6,055,522 114-115 Utility Plant Acquisition Adjustments (Net) F-7 116* Other Plant Adjustments(specify) Total Net Utility Plant 5,673,686 6,055,522 OTHER PROPERTY AND INVESTMENTS 121 Nonutility Property F-9 122 Less: Accumulated Depreciation and Amortization Net Nonutility Property 123 Investment in Associated Companies F-10 124 Utility Investments F-10 125 Other Investments F-10 126-127 Special Funds F-10 Total Other Property and Investments CURRENT AND ACCRUED ASSETS 131 Cash 256,860 192,041 132 Special Deposits F-9 133 Other Special Deposits F-9 134 Working Funds 135 Temporary Cash Investments 1,421,397 1,474,154 141-144 Accounts and Notes Receivable, Less Accumulated Provision for Uncollectable Accounts F-11 56,765 54,258 145 Accounts Receivable from Associated Companies F-12 146 Notes Receivable from Associated Companies F-12 151-153 Materials and Supplies 77) 77) 161 Stores Expense 162 Prepayments 10,633 10,633 171 Accrued Interest and Dividends Receivable 172* Rents Receivable 173* Accrued Utility Revenues 174 Misc. Current and Accrued Assets F-12 5,889 5,510 Total Current and Accrued Assets 1,751,467 1,736,519 Not Applicable for Class B Utilities F-1(a) YEAR OF REPORT UTILITY NAME; Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE BALANCE SHEET-ASSETS AND OTHER DEBITS ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR a) b) c)d)e) DEFERRED DEBITS 181 Unamortized Debt Discount&Expense F-13 182 Extraordinary Property Losses F-13 183 Preliminary Survey and Investigation Charges 184 Clearing Accounts 185* Temporary Facilities 186 Misc. Deferred Debits F-14 187* Research & Development Expenditures 190 Accumulated Deferred Income Taxes Total Deferred Debits TOTAL ASSETS AND OTHER DEBITS 7,425,153 $ 7 792,041 Not Applicable for Class B Utilities NOTES TO THE BALANCE SHEET The space below is provided for important notes regarding the balance sheet. F-1(b) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc.December 31,2015 COMPARATIVE BALANCE SHEET-EQUITY CAPITAL AND LIABILITIES ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR a) b) c)d)e) _ EQUITY CAPITAL 201 Common Stock Issued F-15 $1,000 $1,000 204 Preferred Stock Issued F-15 202,205* Capital Stock Subscribed 203,206* Capital Stock Liability for Conversion 207* Premium on Capital Stock 209* Reduction in Par or Stated Value of Capital Stock 210* Gain on Resale or Cancellation of Reacquired Capital Stock 211 Other Paid-in Capital 614,848 614,848 212 Discount on Capital Stock 213 Capital Stock Expense 214-215 Retained Earnings (Deficit) F-16 1,795,522) 1,561,162) 216 Reacquired Capital Stock 218 Proprietary Capital Proprietorship and Partnership Only) Total Equity Capital(Deficit) 1,179,674)945,314) LONG TERM DEBT 221 Bonds F-15 222* Reacquire Bonds. 223 Advances from Associated Companies F-17 224 Other Long Term Debt F-17 Total Long Term Debt CURRENT AND ACCRUED LIABILITIES 231 Accounts Payable 112,303 66,251 232 Notes Payable F-18 233 Accounts Payable to Associated Co. F-18 780,797 630,797 234 Notes Payable to Associated Co. F-18 235 Customer Deposits 99,375 114,601 236 Accrued Taxes 3,296 730 237 Accrued Interest F-19 238 Accrued Dividends 239 Matured Long Term Debt 240 Matured Interest 241 Miscellaneous Current and Accrued Liabilities F-20 191 191 Total Current and Accrued Liabilities 995,962 812,570 Not Applicable for Class B Utilities F-2(a) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc.December 31,2015 COMPARATIVE BALANCE SHEET-EQUITY CAPITAL AND LIABILITIES ACCT. REF. CURRENT PREVIOUS NO. ACCOUNT NAME PAGE YEAR YEAR a) b) c)d)e) DEFERRED CREDITS 251 Unamortized Premium on Debt F-13 252 Advances for Construction F-20 150 150 253 Other Deferred Credits F-21 255 Accumulated Deferred Investment Tax Credits Total Deferred Credits 150 150 OPERATING RESERVES 261 Property Insurance Reserve 262 Injuries and Damages Reserve 263 Pensions and Benefits Reserve 265 Miscellaneous Operating Reserves Total Operating Reserves CONTRIBUTIONS IN AID OF CONSTRUCTION 271 Contributions in Aid of Construction F-22 11,556,292 11,490,424 272 Accumulated Amortization of Contributions in Aid of Construction F-22 3,947,577) 3,565,789) Total Net C.I.A.C. 7,608,715 7,924,635 ACCUMULATED DEFERRED INCOME TAXES 281 Accumulated Deferred Income Taxes- Accelerated Depreciation 282 Accumulated Deferred Income Taxes- Liberalized Depreciation 283 Accumulated Deferred Income Taxes-Other Total Accum. Deferred Income Taxes TOTAL EQUITY CAPITAL AND LIABILITIES 7,425,153 $ 7,792,041 F-2(b) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 COMPARATIVE OPERATING STATEMENT ACCT.REF. PREVIOUS CURRENT NO. ACCOUNT NAME PAGE YEAR YEAR* a) b) d) c) e) UTILITY OPERATING INCOME 400 Operating Revenues F-3(b) $ 1,799,983 $ 1,938,989 469.530 Less: Guaranteed Revenue and AFPI F-3(b) Net Operating Revenues 1,799,983 1,938,989 401 Operating Expenses F-3(b) 2,166,896 1,989,896 403 Depreciation Expense F-3(b)437,766 445,628 Less: Amortization of CIAC F-22 363,653) 381,787) Net Depreciation Expense 74,113 63,841 406 Amortization of Utility Plant Acquisition Adjustment F-3(b) 407 Amortization Expense(Other than CIAC) F-3(b) 408 Taxes Other Than Income W/S-3 143,975 156,190 409 Current Income Taxes WIS-3 410.10 Deferred Federal Income Taxes W/S-3 410.11 Deferred State Income Taxes WIS-3 411.10 Provision for Deferred income Taxes-Credit WIS-3 412.10 Investment Tax Credits Deferred to Future Periods W/S-3 412.11 Investment Tax Credits Restored to Operating Income W/S-3 Utility Operating Expenses 2,384,984 2,209,927 Net Utility Operating Income 585,001) 270,938) 469/530 Add Back: Guaranteed Revenue and AFPI F-3(b) 413 Income From Utility Plant Leased to Others 414 Gains (Losses) From Disposition of Utility Property 420 Allowance for Funds Used During Construction Total Utility Operating Income[Enter here and on Page F-3(c)] 585,001) 270,938) For each account, column e should agree with columns f, g+h on F-3(b) F-3(a) COMPARATIVE OPERATING STATEMENT(Cont'd) OTHER THAN WATER SEWER REPORTING SCHEDULE W-3* SCHEDULE S-3* SYSTEMS f)g)h) 1,017,445 $ 921,544 NIA N/A 1,017,445 921,544 973,760 1,016,116 113,694 331,934 109,251)272,536) 4,443 59,398 79,533 76,657 1,057,756 1,152,171 40,311)230,627) 40,311)230,627) NIA Total of Schedules W-31S-3 for all rate groups F-3(a) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 COMPARATIVE OPERATING STATEMENT(Cont'd) ACCT.REF. PREVIOUS CURRENT NO. ACCOUNT NAME PAGE YEAR YEAR a) b) d) c) e) Total Utility Operating Income[from Page F-3(a)) 585,001) $ 270,938) OTHER INCOME AND DEDUCTIONS 415 Revenues From Merchandising, Jobbing and Contract Deductions 416 Costs and Expenses of Merchandising, Jobbing and Contract Work 419 Interest and Dividend Income 1,481 909 421 Miscellaneous Nonutility Revenue 19,363 426 Miscellaneous Nonutility Expenses Total Other Income and Deductions 20,844 909 TAXES APPLICABLE TO OTHER INCOME 408.20 Taxes Other Than Income 409.20 Income Taxes 410.20 Provision for Deferred Income Taxes 411.20 Provision for Deferred Income Taxes-Credit 412.20 Investment Tax Credits-Net 412.30 Investment Tax Credits Restored to Operating Income Total Taxes Applicable to Other Income INTEREST EXPENSE 427 Interest Expense F-19 333 17 428 Amortization of Debt Discount&Expense F-13 429 Amortization of Premium on Debt F-13 Total Interest Expense 333 17 EXTRAORDINARY ITEMS 433 Extraordinary Income 434 Extraordinary Deductions 409.30 Income Taxes, Extraordinary Items Total Extraordinary Items NET INCOME 564,490) 270,046) Explain Extraordinary Income: F-3(c) YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 SCHEDULE OF YEAR END RATE BASE ACCT. REF. WATER WASTEWATER NO. ACCOUNT NAME PAGE UTILITY UTILITY a) b) c) d)e) 101 Utility Plant In Service F-7 $3,054,247 $ 6,966,601 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation F-8 1,808,557) 2,541,307) 110.1 Accumulated Amortization F-8 271 Contributions in Aid of Construction F-22 3,170,315) 8,385,977) 252 Advances for Construction F-20 150) Subtotal 1,924,775) 3,960,683) Add: 272 Accumulated Amortization of Contributions in Aid of Construction F-22 1,354,395 2,593,182 Subtotal 570,380) 1,367,501) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2) F-7 Working Capital Allowance(3) 121,723 127,015 Other(Specify): Prepaid CIAC 382,303 2,219,938 RATE BASE 66,354) $ 979,452 NET UTILITY OPERATING INCOME 40,311) $ 230,627 ACHIEVED RATE OF RETURN (Operating Income/Rate Base) Io NOTES: 1) Estimated if not known. 2) Include only those Acquisition Adjustments that have been approved by the Commission. 3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Method. F-4 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc.December 31,2015 SCHEDULE OF CURRENT COST OF CAPITAL CONSISTENT WITH THE METHODOLOGY USED IN THE LAST RATE PROCEEDING(1) PERCENTAGE ACTUAL WEIGHTED DOLLAR OF COST COST CLASS OF CAPITAL AMOUNT(2) CAPITAL RATES(3) c x d] a) b) c) d) e) Common Equity o o!o Preferred Stock Long Term Debt o Customer Deposits 99,375 100.00 % 6.00 % 6.0000 % Tax Credits-Zero Cost lo Tax Credits-Weighted Cost Deferred Income Taxes Other(Explain) Total 99,375 100.00 % 6.00 % 1) If the Utility's capital structure is not used, explain which capital structure is used. 2) Should equal amounts on Schedule F-6, Column (g). 3) Mid-point of the last authorized Return On Equity or current leverage formula if none has been established. Must be calculated using the same methodology used in the last rate proceeding using current annual report year end amounts and cost rates APPROVED RETURN ON EQUITY Current Commission Return on Equity: Commission order approving Return on Equity: APPROVED AFUDC RATE COMPLETION ONLY REQUIRED IF AFUDC WAS CHARGED DURING THE YEAR Current Commission approved AFUDC rate:None % Commission order approving AFUDC rate: If any utility capitalized any charge in lieu of AFUDC (such as interest only), state the basis of the charge, an explanation as to why AFUDC was not charged and the percentage capitalized. F-5 Ce z 0_ % u \ « a) w• , oo / 6 a, X \ e 0 < O 3 o° ° nj I XE q < I 0 a e nEI »2 \ / i 0 e a 2 EY2 ± a; H F- - U) off ® O e ei rt 1 I \ z 1 J D R e - co Q q2 \ LUO / Z < co t w a U CI) U.u n c ao Z < c U3 e E N ' \9 9 eS w o R § 7 D a. c < E / x I 2 } 2 a w E 2 7 c 17J G a E 4/ e 0 k\ K / s z \ . j ii 3 \ W 2 k j } ® 2 c E a c o m Z u m 2 a 4 E f 0 S \ / / \ \ \ / 9 j 2 e_ E 5 = 0 o o \ / f R f \ \ § ) o ) 0 = 0 e e 2 0 3 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2015 UTILITY PLANT ACCOUNTS 101 -106 OTHER THAN ACCT. REPORTING NO. DESCRIPTION WATER SEWER SYSTEMS TOTAL a) b) c) d) e) 0 Plant Accounts 101 Utility Plant In Service $ 3,054,247 $ 6,966,601 N/A 10,020,848 102 Utility Plant Leased to Others 103 Property Held for Future Use 104 Utility Plant Purchased or Sold 105 Construction Work in Progress 2,702 2,702 106 Completed Construction Not Classified Total Utility Plant 3,054,247 $ 6,969,303 N/A 10,023,550 UTILITY PLANT ACQUISITION ADJUSTMENTS ACCOUNTS 114 AND 115 Report each acquisition adjustment and related accumulated amortization separately. For any acquisition adjustment approved by the Commission, include the Order Number. OTHER THAN ACCT. REPORTING NO. DESCRIPTION WATER SEWER SYSTEMS TOTAL a) b) c) d) e) f) 114 Acquisition Adjustment N/A N/A Total Plant Acquisition Adjustment $ 115 Accumulated Amortization Total Accumulated Amortization Total Acquisition Adjustments F-7 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31,2015 NOTES PAYABLE(ACCTS. 232 AND 234) INTEREST PRINCIPAL DESCRIPTION OF OBLIGATION ANNUAL FIXED OR AMOUNT PER INCLUDING DATE OF ISSUE AND DATE OF MATURITY) RATE VARIABLE` BALANCE SHEET a) b)c) d) NOTES PAYABLE (Account 232): N/A Ic A c lc Ic Total Account 232 NOTES PAYABLE TO ASSOC. COMPANIES (Account 234): ak N/A IC IC Total Account 234 For variable rate obligations, provide the basis for the rate. (i.e.. Prime+2%, etc) ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES ACCOUNT 233 Report each account payable separately. DESCRIPTION TOTAL a) b) Due to Cypress Commercial Development 59,679 Due to Orangetree Associates 721,118 Total 780,797 F-18 YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc.December 31, 2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 W&WW OTHER THAN SYSTEM DESCRIPTION WATER SEWER REPORTING TOTAL a) b) c) d) e) Balance first of year 3,132,403 $ 8,358,021 N/A 11,490,424 Add credits during year: 37,912 27,956 65,868 Less debits charged during Total Contributions In Aid of Construction 3,170,315 $ 8,385,977 $ 11,556,292 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 W&WW OTHER THAN SYSTEM DESCRIPTION WATER SEWER REPORTING TOTAL a) b) c) d) e) Balance First of year 1,245,144 $ 2,320,645 N/A 3,565,789 Debits during year: 109,251 272,536 381,787 Credits during year(specify): 1) Rounding Total Accumulated Amortization of Contributions In Aid of Construction 1,354,395 $ 2,593,182 3,947,577 F-22 UTILITY NAME; Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility I Collier December 31,2015 SCHEDULE OF YEAR END WATER RATE BASE ACCT. REF. WATER NO. ACCOUNT NAME PAGE UTILITY a)b) C) d) 101 Utility Plant In Service W-4(b) 3,054,247 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation W-6(b) 1,808,557) 110.1 Accumulated Amortization 271 Contributions in Aid of Construction W-7 3,170,315) 252 Advances for Construction F-20 150 Subtotal 1,924,475) Add: 272 Accumulated Amortization of Contributions in Aid of Construction W-8(a) 1,354,395 Subtotal 570,080) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2)F-7 Working Capital Allowance(3) 121,723 Other(Specify): Prepaid CIAC 382,303 WATER RATE BASE 66,054) UTILITY OPERATING INCOME W-3 40,311) CHIEVED RATE OF RETURN (Water Operating Income/Water Rate Bas€ NOTES: (1) Class A calculate consistent with last rate proceeding. Class B estimated if not known. 2) Include only those Acquisition Adjustments that have been approved by the Commission. 3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Expense Method. W-2 GROUP I UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME f COUNTY: Orange Tree Utility/Collier December 31,2015 WATER OPERATING STATEMENT ACCT. REF. WATER NO. ACCOUNT NAME PAGE UTILITY a) b)c) d) UTILITY OPERATING INCOME 400 Operating Revenues W-9 1,017,445 469 Less: Guaranteed Revenue and AFPI W-9 Net Operating Revenues 1,017,445 401 Operating Expenses W-10(a) 973,780 403 Depreciation Expense W-6(a) 113,694 Less: Amortization of CIAC W-8(a) 109,251) Net Depreciation Expense 4,443 406 Amortization of Utility Plant Acquisition Adjustment F-7 407 Amortization Expense(Other than CIAC) F-14 Taxes Other Than Income 408.10 Utility Regulatory Assessment Fee 30,911 408.11 Property Taxes 25,809 408.12 Payroll Taxes 22,813 408.13 Other Taxes& Licenses 408 Total Taxes Other Than Income 79,533 409.1 Income Taxes F-16 410,10 Deferred Federal Income Taxes 410.11 Deferred State Income Taxes 411,10 Provision for Deferred Income Taxes-Credit 412.10 Investment Tax Credits Deferred to Future Periods 412.11 Investment Tax Credits Restored to Operating Income Utility Operating Expenses 1,057,756 Utility Operating Income(Loss) 40,311) Add Back: 469 Guaranteed Revenue(and AFPI) W-9 413 Income From Utility Plant Leased to Others 414 Gains(Losses) From Disposition of Utility Property 420 Allowance for Funds Used During Construction Total Utility Operating Income(Loss) 40,311) W-3 GROUP 1 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME!COUNTY: Orange Tree Utility/Collier December 31,2015 WATER TREATMENT PLANT INFORMATION Provide a separate sheet for each water treatment facility Permitted Capacity of Plant(GPD): 750,000 Location of measurement of capacity i.e. Wellhead, Storage Tank):Wellhead Type of treatment(reverse osmosis, sedimentation, chemical, aerated,etc): Nano Filtration Membrane Lime Treatment Unit rating (i.e., GPM, pounds per gallon): N/A Manufacturer N/A FILTRATION Type and size of area: Pressure(in square feet): N/A Manufacturer N/A Gravity (in GPM/square feet): N/A Manufacturer N/A W-12 GROUP 1 SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company,Inc. YEAR OF REPORT SYSTEM NAME!COUNTY: Orange Tree Utility/Collier December 31,2015 CALCULATION OF THE WATER SYSTEMS EQUIVALENT RESIDENTIAL UNITE TOTAL NUMBER NUMBER OF METER METER TYPE OF EQUIVALENT OF EQUIVALENTS SIZE METER FACTOR METERS c x d) a)b)c) d) e) All Residential 1.0 2,234 2,234 5/8" Displacement 1.0 3/4" Displacement 1.5 17 26 1" Displacement 2.5 6 15 1 1/2" Displacement or Turbine 5.0 3 15 2" Displacement, Compound or Turbine 8.0 4 32 3" Displacement 15.0 1 15 3" Compound 16.0 3" Turbine 17.5 4" Displacement or Compound 25.0 3 75 4" Turbine 30.0 6" Displacement or Compound 50.0 6" Turbine 62.5 8" Compound 80.0 2 160 8" Turbine 90.0 10" Compound 115.0 10" Turbine 145,0 12" Turbine 215.0 Total Water System Meter Equivalents 2,572 CALCULATION OF THE WATER SYSTEM EQUIVALENT RESIDENTIAL CONNECTION; Provide a calculation used to determine the value of one water equivalent residential connection(ERG). Use one of the following methods: a) If actual flow data are available from the preceding 12 months, divide the total annual single family residence(SFR)gallons sold by the average number of single family residence customers for the same period and divide the result by 365 days. b) If no historical flow data are available, use: ERC= (Total SFR gallons sold (Omit 000)/365 days/350 gallons per day) ERC Calculation: ERC = 119,808,000 Total gallons,divided by 2,203 Avg Customers,divided by 365 days 149 gpd/ERC W-13 GROUP 1 SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company, Inc.YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/Collier December 31, 2015 OTHER WATER SYSTEM INFORMATION Furnish information below for each system. A separate page should be supplied where necessary. 1. Present ERC's * that system can efficiently serve. 149 2. Maximum number of ERC's*which can be served 5,034 3. Present system connection capacity(in ERC's*)using existing lines. 5,034 4. Future system connection capacity(in ERC's*)upon service area buildout. 10,168 5. Estimated annual increase in ERC's*. Unknown at this time due to real estate market conditions 6. Is the utility required to have fire flow capacity? N/A If so, how much capacity is required? N/A 7.Attach a description of the fire fighting facilities. Aurora 8-841178 Centifugal pump 8. Describe any plans and estimated completion dates for any enlargements or improvements of this system. N/A 9. When did the company last file a capacity analysis report with the DEP? unknown 10. If the present system does not meet the requirements of DEP rules: a. Attach a description of the plant upgrade necessary to meet the DEP rules.N/A b. Have these plans been approved by DEP? N/A c. When will construction be N/A d. Attach plans for funding the required upgrading.N/A e. Is this system under any Consent Order of the DEP? N/A 11. Department of Environmental Protection ID# 511-4085 12.Water Management District Consumptive Use Permit# 11-00419W a. Is the system in compliance with the requirements of the CUP? Yes b. If not,what are the utility's plans to gain compliance? N/A An ERC is determined based on the calculation on the bottom of Page W-13 W-14 GROUP I SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/ Collier December 31, 2015 SCHEDULE OF YEAR END WASTEWATER RATE BASE ACCT. REF. WASTEWATER NO.ACCOUNT NAME PAGE UTILITY a) b) c) d) 101 Utility Plant In Service S-4(a) 6,966,601 Less: Nonused and Useful Plant(1) 108.1 Accumulated Depreciation S-6(b) 2,541,307) 110.1 Accumulated Amortization 271 Contributions in Aid of Construction S-7 8,385,977) 252 Advances for Construction F-20 Subtotal 3,960,683) Add: 272 Accumulated Amortization of Contributions in Aid of Construction S-8(a) 2,593,182 Subtotal 1,367,501) Plus or Minus: 114 Acquisition Adjustments(2) F-7 115 Accumulated Amortization of Acquisition Adjustments(2) F-7 Working Capital Allowance(3) 127,015 Other(Specify): Prepaid CIRC 2,219,938 WASTEWATER RATE BASE 979,452 UTILITY OPERATING INCOME S-3 230,627) ACHIEVED RATE OF RETURN (Wastewater Operating Income/Wastewater Rate Base) NOTES: (1) Class A calculate consistent with last rate proceeding. Class B estimated if not known. 2) Include only those Acquisition Adjustments that have been approved by the Commission. 3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One-eighth Operating and Maintenance Expense Method. S-2 GROUP 1 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME I COUNTY: Orange Tree Utility I Collier December 31,2015 CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 DESCRIPTION REFERENCE WASTEWATER a) b) b) Balance First of Year 8,358,021 Add credits during year: Contributions Received From Capacity, Capacity, Main Extension and Customer Connection Charges S-8(a) 27,956 Contributions received from Developer or Contractor Agreements in cash or property S-8(b) Total Credits 27,956 Less debits charged during the year All debits charged during the year must be explained below) Total Contributions In Aid of Construction 8,385,977 If any prepaid CIAC has been collected, provide a supporting schedule showing how the amount is determined. Explain all Debits charged to Account 271 during the year below: S-7 GROUP 1 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/ Collier December 31,2015 WASTEWATER CIAC SCHEDULE"A" ADDITIONS TO CONTRIBUTIONS IN AID OF CONSTRUCTION RECEIVED FROM CAPACITY, MAIN EXTENSION AND CUSTOMER CONNECTION CHARGES RECEIVED DURING THE YEAR. NUMBER OF CHARGE PER DESCRIPTION OF CHARGE CONNECTIONS CONNECTION AMOUNT a)b) c) d) Capacity Fees 29 $__ __ 964.00 $ 27,956 Total Credits 27,956 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION WASTEWATER a) b) Balance first of year 2,320,645 Debits during year: Accruals charged to Account 272,536 Other Debits(specify): Rounding 1 Total debits 272,537 Credits during year(specify): Total credits Balance end of year 2,593,182 5-8(a) GROUP I UTILITY NAME: Orange Tree Utility Company, Inc.YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility/Collier December 31,2015 WASTEWATER CIAC SCHEDULE"B" ADDITIONS TO CONTRIBUTION IN AID OF CONSTRUCTION RECEIVED FROM ALL DEVELOPERS OR CONTRACTORS AGREEMENTS FROM WHICH CASH OR PROPERTY WAS RECEIVED DURING THE YEAR INDICATE CASH"OR DESCRIPTION PROPERTY"WASTEWATER a) b) c) Total Credits S-8(b) GROUP 1 UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME/COUNTY: Orange Tree Utility I Collier December 31,2015 CALCULATION OF THE WASTEWATER SYSTEMS EQUIVALENT RESIDENTIAL UNITS TOTAL NUMBER NUMBER OF METER METER TYPE OF EQUIVALENT OF EQUIVALENTS SIZE METER FACTOR METERS c x d) a) b)c) d) e) All Residential 1.0 2,234 2,234 5/8"Displacement 1.0 3/4"Displacement 1.5 17 26 1" Displacement 2.5 6 15 1 1/2" Displacement or Turbine 5.0 3 15 2" Displacement, Compound or Turbine 8.0 4 32 3" Displacement 15.0 1 15 3" Compound 16.0 3" Turbine 17.5 4" Displacement or Compound 25.0 3 75 4" Turbine 30.0 6" Displacement or Compound 50.0 6" Turbine 62.5 8" Compound 80.0 2 160 8" Turbine 90.0 10" Compound 115.0 10" Turbine 145.0 12" Turbine 215.0 Total Wastewater System Meter Equivalents 2,572 CALCULATION OF THE WASTEWATER SYSTEM EQUIVALENT RESIDENTIAL CONNECTIONS Provide a calculation used to determine the value of one wastewater equivalent residential connection (ERC), Use one of the following methods: a) If actual flow data are available from the preceding 12 months,divide the total annual single family residence(SFR)gallons sold by the average number of single family residence customers for the same period and divide the result by 365 days. b) If no historical flow data are available, use: ERC= (Total SFR gallons sold (Omit 000)/365 days/280 gallons per day) For wastewater only utilities: Subtract all general use and other non-residential customer gallons from the total gallons treated. Divide the remainder(SFR customers)by 365 days to reveal single family residence customer gallons p+ NOTE: Total gallons treated includes both treated and purchased treatment ERC Calculation: 141,500,000 1956 Avg Customers)/365 days = 181 SFR gallons treated) gpd/erc S-11 GROUP 1 SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company, Inc.YEAR OF REPORT SYSTEM NAME 1 COUNTY: Orange Tree Utility/ Collier December 31, 2015 WASTEWATER TREATMENT PLANT INFORMATION Provide a separate sheet for each wastewater treatment facility Permitted Capacity 750,000 Basis of Permit Capacity (1) AADF Manufacturer Aqua Store Type(2) Hydraulic Capacity 350,000 Average Daily Flow 387,671 Total Gallons of Wastewater Treated 141,500,000 Perc Ponds Method of Effluent Disposal 1) Basis of permitted capacity as stated on the Florida DEP WWTP Operating Permit Le. average annual daily flow, etc) 2) Contact stabilization, advanced treatment, etc. S-12 GROUP I SYSTEM Orange Tree Utility UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME 1 COUNTY: Orange Tree Utility/ Collier December 31, 2015 OTHER WASTEWATER SYSTEM INFORMATION Furnish information below for each system. A separate page should be supplied where necessary. 1. Present ERC's * that system can efficiently serve. 181 2. Maximum number of ERC's*which can be served 4,144 3. Present system connection capacity(in ERC's*)using existing lines. 4,144 4. Future system connection capacity(in ERC's*)upon service area buildout. 8,288 5. Estimated annual increase in ERC's* . Unknown at this time due to real estate market conditions 6. Describe any plans and estimated completion dates for any enlargements or improvements of this system. Unknown 7. If the utility uses reuse as a means of effluent disposal, attach a list of the reuse end users and the amount of reuse provided to each,if known. N/A 8. If the utility does not engage in reuse, has a reuse feasibility study been completed? N/A If so,when? 9. Has the utility been required by the DEP or water management district to implement reuse? No If so,what are the utility's plans to comply with the DEP? N/A 10.When did the company last file a capacity analysis report with the DEP? 2011 11. If the present system does not meet the requirements of DEP rules: a. Attach a description of the plant upgrade necessary to meet the DEP rules. N/A b. Have these plans been approved by DEP? N/A c. When will construction begin? N/A d. Attach plans for funding the required upgrading. NIA e. Is this system under any Consent Order of the DEP?N/A 12. Department of Environmental Protection ID# FLA 014165 An ERC is determined based on the calculation on the bottom of Page S-11 S-13 GROUP I SYSTEM Orange Tree Utility Appendix B to Resolution Schedule of Rates and Charges 174 RESOLUTION NO. 2014- A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT, AMENDING SCHEDULES ONE AND TWO OF APPENDIX A TO SECTION FOUR OF THE COLLIER COUNTY ORDINANCE NO. 2001-73, AS AMENDED, TITLED THE COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE; AMENDING PROPOSED RATES FOR WATER AND WASTEWATER SERVICES WITH EFFECTIVE DATES OF OCTOBER 1, 2014, OCTOBER 1, 2015, AND OCTOBER 1, 2016, FOR SCHEDULES ONE AND TWO. WHEREAS, Collier County uses water and sewer user rates to recover system operation, maintenance, renewal, enhancement, replacement and debt service costs from system users within the boundaries of the Collier County Water-Sewer District(District); and WHEREAS, Collier County has retained Public Resources Management Group, Inc., Consultant) to review the existing water and sewer user rates and to recommend appropriate changes to those rates — the Consultant has recommended an increase of 9 percent effective October 1, 2014; 5 percent effective October, 1, 2015; and, 5 percent effective October 1, 2016, for Fiscal Years 2015, 2016, and 2017,respectively; and WHEREAS, Collier County has retained the Consultant to review the existing Irrigation Quality (IQ) water user rates and to recommend appropriate changes to those rates — the Consultant has recommended an increase of 9 percent effective October 1, 2014; 5 percent effective October 1, 2015; and, 5 percent effective October 1, 2016,for Fiscal Years 2015, 2016, and 2017, respectively; and WHEREAS, staff has thoroughly reviewed the Consultant's findings and recommendations and concurs with the recommended changes for water and sewer rates; and WHEREAS,the Consultant has recommended price indexing rate adjustment in the mid- cycle years when there is no rate study by applying 100 percent of the percentage change in the Miami-Fort Lauderdale Consumer Price Index (CPI) for all urban consumers as reported by the Bureau of Labor Statistics from January 1 through December 31 of the previous calendar year to the monthly service base and volumetric charges, but not less than 0 percent. For the price indexing rate adjustment to become effective, the Board of County Commissioners would approve such rate adjustment as part of the budget policy and any change would be subject to final budget approval; and WHEREAS, the Board of County Commissioners finds that it is in the interest of the health, safety and welfare of the customers of the District to accept the recommendations of the Consultant and from staff; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND EX OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER SEWER DISTRICT, THAT: The Board of County Commissioners, after an advertised public hearing, 1. Accepts the Consultant and staff's recommendation and proclaims the water and sewer user rates and Irrigation Quality rates, as set forth in the amended Schedule One and Two to Appendix A of Ordinance No. 2001-73, as amended, titled the Collier County Water-Sewer District Uniform Billing, Operating and Regulatory Standards Ordinance, which amended Schedule is incorporated herein. These revised rates for the attached Schedules One and Two will take effect at 12:01 a.m. Wednesday, October 1, 2014, for Fiscal Year 2015; at 12:01 a.m. Thursday, October 1, 2015, for Fiscal Year 2016; at 12:01 a.m. Saturday, October, 1 2016, for Fiscal Year 2017. 2. Proclaims the price indexing rate adjustment in the mid-cycle years when there is no rate study by applying 100 percent of the percentage change in the Miami-Fort Lauderdale Consumer Price Index (CPI) for all urban consumers as reported by the Bureau of Labor statistics from January 1 through December 31 of the previous calendar year, to the monthly service base and volumetric charges, but no less than 0 percent. This indexing rate adjustment will go into effect on October 1 of each mid-cycle year when there is no rate study. For the price indexing rate adjustment to become effective, the Board of County Commissioners would approve such rate adjustment as part of the budget policy and any changes would be subject to final budget approval. THIS RESOLUTION ADOPTED after motion, second, and majority vote favoring adoption this — day— -_, _ - 2014. ATTEST: BOARD OF COUNTY COMMISSIONERS '' DWIGHT E. BROCK, CLERK OF COLLIER COUNTY, FLORIDA,LORIDA, AS THE GOVERNING BODY OF _COLLIER COUNTY AND AS EX- OFFICIO THE By: Ij .tS GOVERNING BOARD OF LHE COLLIER Attest as o C irm•, ' ,Deputy Clerk COUNTY WATER S WER DISTRICT signature only., TOM HENNING, C ' RMAN Approval as to form and legality: C rrcottR. Teach Deputy County Attorney 2 J PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A-FEES,PATES AND CHARGES SCHEDULE 1-DISTRICT-WIDE WATER AND WASTEWATER RATES Page 1 of 3 1.WATER Emitting Monthly Rates(1( Proposed Monthly Ratee)2) Effective Effective Effective Effective October 1,2012 October 1,2014 October 1,2015 October I,2016 WATER SERVICE BASE CFLARGES Residential,Multifamily,Commercial, and Irrigation Only) Meter Size 5/5" 517.63 51912 520.18 521.19 3/4" 17.63 19.22 20.18 21.19 1'• 3892 42.42 4454 46.77 1-114" 49.28 53.72 56.41 59.23 1-12" 7410 8058 84.92 89.17 2" 116.48 126.96 133.31 139-98 3" 215.32 234.70 246.44 258.76 4" 356.45 388_53 407.96 42836 6" 70917 773.10 811.76 85235 8" 1,132.64 1,23458 1,29531 1,361.13 10" 2,04994 2,234.43 2,346.15 2,463.46 12" 2,768.73 3,017.92 3,168.82 3,327.26 VOLUME CHARGE PER 1,000 GALLONS Residential,Malufamily,Conuoereial and Irrigation Only) Block 1 52.4.2 52.64 52.77 52.91 Block2 3.64 3.97 4.17 438 Block 3 4.84 5.28 5.54 5.82 Block 4 6.05 659 6.92 7.27 Block 5 7.25 7.90 830 8.72 Block 6 9.67 10.54 11.07 11.62 BLOCK RATE STRUCTURE Residential,Multifamily,Commercial and Irrigation Only) Consumption Block(Tboosaods of Gallons) Meter Sire Block 1 Block 2 Block 3 Block 4 Block 5 Block 6 5B"0 to 5 6 to 10 II to 20 21 to 30 31 to 50 Over 50 3/4"0 to 5 6 to 10 11 to 20 21 to 30 31 to 50 Over 50 1" Oto 12 13 to 25 26 to 50 51 to 75 76 to 120 Over 120 1-1/4" 0 to 20 21 to 40 41 to 80 81 to 120 121 to 200 Over 200 1-12" 0 to 25 26 to 50 51 to 100 101 10150 151 to 250 Over 250 2" 0to 40 41 to 80 81 to 160 161 to 240 241 to 400 Over 400 3" 0 to 80 81 to 160 161 to 320 321 to 480 481 to 800 Over 800 4" 0 to 120 121 to 250 251 to 500 501 to 800 601 to 1,200 Over 1,200 6" 0 to 250 251 to 500 50110 1,000 1,001 to 1,500 1,501 to 2,500 Over 2,500 8" 0 to 450 451 to 900 901 to 1,800 1,801 to 2,700 2,701 to 4,500 Over 4,500 10"0 to 700 701 to 1,450 1,451 to 2,900 2,901 to 4,300 4,301 to 7,000 Over 7,000 12" 0 to 1,075 1,076 to 2,150 2,151 to 4,300 4,301 to 6,450 6,451 to 11,000 Over 11,000 I(Adopted by Resolution No.2011-30. 2]Rate to become effective with the first full billing cycle for service mode-red on and after October lat of each fiscal year iodicated. C,9 PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING AND REGULATORY STANDARDS ORDLNANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 1-DISTRICT-WIDE WATER AND WASTEWATER RATES Page 2 of 3 2_WASTEWATER Eristin• Monthly Rates[I) Proposed Monthly Rates 121 Effective Effective Effective Effective October 1,2012 October 1,2014 October 1,2015 October 1,2016 WASTEWATER SERVICE BASE CHARGES Residential,Multifamily,and Commercial) Meter Size 5/8" 526.94 52936 530.83 53237 3/4" 26.94 29.36 30.83 32.37 1" 61.25 66.76 70.I0 73.61 1-1/4" 7852 85.59 89.87 94.36 1-1/2" 11&51 129.18 135.64 142.42 2" 18726 204.11 214.32 225.04 3" 347.60 378.88 397.82 417.71 4" 576.40 628.28 659.69 692.67 6" 1,148.69 1,252.07 1,314.67 1,380.40 8" 1,835.65 2,000.86 2,100.90 2,205.95 10" 3,291.09 3,587.29 3,766.65 3,954.98 12" 4,877.93 531694 5,582.79 5,86L93 VOLUME CHARGE PER 1,000 GALLONS Residential,Multifamily,and Commercial) All Usage 131 53.79 54.13 5434 54.56 I)Adopted by Resolution No.2011-30. 2)Rates to become effective with the first full billing cycle for service rendered on and after October 1st of each fiscal year indicated. 3)Monthly individually metered residential mite charges are capped at 15,000 gallons. PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A- FEES,RATES AND CHARGES SCHEDULE 1 -DISTRICT-WIDE WATER AND WASTEWATER RATES Page 3 of 3 3. Fire Systems(Dedicated and Compound): a) Fire Meter i) Fire Service meter size will refer to the largest diameter meter register installed for fire protection. ii) Fire Service meter connections that have consumption of 6,000 gallons or more in any one billing period are deemed to have provided domestic or other water usage and shall be billed according to regular water monthly base and usage charges as described herein. b) Volume Charge i) Per 1,000 gallons 4. Water Restriction Surcharge: Percent Reduction Goal Flow Charge Rate Water Shortage Phase* In Overall Demand Adjustment Percentage Phase 2-Severe 30% 15% Phase 3-Extreme 45% 30% Phase 4-Critical 60% 40% Per the South Florida Water Management District(SFWMD)Water Shortage Plan Pursuant to Chapter 40E-21 of the Florida Administrative Code(FAC) The surcharge will be applicable to the volume charge for all single family and multi- family residential accounts for all consumption greater than Block 2,to non-residential accounts for all consumption greater than Block 1,and to irrigation accounts only for all consumption. The Block Structures are specified in Section One above. The surcharge is not assessed against the service base charge. The water restriction surcharge will start on the first billing cycle of the month following the imposition of the restrictions. The surcharge will cease on the first billing cycle of the month following the revocation or lifting of the restrictions. 0 PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER-SEWER DISTRICT UNIFORM BILLING,OPERATING,AND REGULATORY STANDARDS ORDINANCE APPENDIX A-FEES,RATES AND CHARGES SCHEDULE 2-IRRIGATION QUALITY WATER RATES Page 1 of 1 Existing Monthly Rates[1] Proposed Monthly Rates[2] Effective Effective Effective Effective 10/1/2012 10/1/2014 10/1/2015 10/1/2016 SERVICE BASE CHARGE Meter Size 5/8"55.90 6.43 6.75 7.09 3/4" 5.90 6.43 6.75 7.09 1" 12.89 14.05 14.75 15.49 1-1/2" 26.97 29.40 30.87 32.41 2" 53.84 58.69 61.62 64.70 3" 106.58 116.17 121.98 128.08 4" 213.16 232.34 243.96 256.16 6" 405.14 441.60 463.68 486.86 8" 735.37 801.55 841.63 883.71 10" 1,176.82 1,282.73 1,346.87 1,414.21 12" 1,752.92 1,910.68 2,006.21 2,106.52 VOLUMETRIC CHARGE PER 1,000 GALLONS Customer Type: Bulk 0.35 0.38 0.40 0.42 Pressurized 0.45 0.49 0.51 0.54 Pressurized and Distributed 0.88 0.96 1.01 1.06 1]Adopted by Resolution 2011-30. 2]Rates to become effective with the first full billing cycle for service rendered on and after October 1st of each fiscal year indicated. 0 Appendix A to Integration Agreement General Warranty Deed Record and Return to: William C. Gamer Nabors,Giblin&Nickerson.P.A. 1500 Mahan Drive,Suite 200 Tallahassee, FL 32308 850)224-4070 GENERAL WARRANTY DEED Lift Station Sites) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986. as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida, as amended,whose mailing address is 4500 Executive Drive, Suite 110, Naples, Florida 34119 ('"Qrantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tamiami Trail East,Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise. release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the Property"). TOGETHER with all of Grantor's right, title and interest in all water and wastewater supply, distribution, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System" described in that certain Integration Agreement dated 2017, by and between Grantee. Orange Tree Utility Co., Orangetree Associates and Grantor)together with all additions thereto (the Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD,the same in fee simple forever. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor FrLDOcS 1097204 5 12129/16 1 hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016. and matters which would be reflected in a current survey of the Property, and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee, the day, month and year first above written. WITNESSES: 776-1Z Print Name:Name: STS-FA-r-ii .AANZ.-V-0(2_Ro o Bolh, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended 4,01-cfa.,J t Print Name: RO,--ra, k e, ft Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended, on behalf of the trust, who is personally known to me eT----produreci as-ideatifIcaliza_ and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: 1 tit4441414,1A/1 P.111-1MA.+11 ----- KiliftERLY mace ricatooN COIWISSiNt FF$3583 NOTARY PUBLIC MAO'Juno 21.20i, 4ter:t."' Brxidod ltru*Amy Put&Unisnorfars FT1.DOCS 7097204 5 12/29/16 JOINDER The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347. Page 2331of the Public Records of Collier County. Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Bolit, as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County. Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: 201 . ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation,as General Partner C By: 6PrintName;-Srev.ive,f1 e tos44-tot_.Print N e: Its: PiteSI0EN/c" jfiika- Pnnt Name: t\V,-FOA e., By: Enterprises of Hollywood, Inc., a Florida corporation,as General Partner 177? Ai— zr hve or By: Print ame:Sis, -,A.-r.iie Print me: keeleCr0 19.Ettek-.0 Its: Allebt0e1,41--- 4-LA GzahE Print Name: !Art L\e- 11,01 I 4- FILDOCS 7(07244.5 12129114 3 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , by Ptat.gr2 Ar3Di.--4..A—as PaeStCENir of Springhill of Collier County, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership, on behalf of the partnership, who X is personally known to me 43f------pr-odueed and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: 1".""( b" Pulf;:;;;;\ Ktualatty pskitermientiN ICA/141 itai,i,LA e -11,..„i 1A-41.N.--- I *. '14. he( :, 01•12172ots NOTARY PUBLIC V Ettni6d Ttrg*ivy Pao tAteraftiors STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by TZ.oceviro t.gaut.-i- as -ozet-voeNtr- of Enterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates, a Florida general partnership,on behalf of the partnership, who v1/4 is personally known to me i i -1,. as identi.fication. and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: 44tr.',-41„, KIIMENY PENCE TODRNIC*4 YAMA"1`t1 e movticev,-... 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G Nl r 2 6 'SN T ZU I+..O N u oNS •2 t+ , 5i' y i '`at i 4^ 1 nn 1 w p ot m> 1, ,..._o V t V ,x dmow~ 17 .-1 Q51 k ', CC W : II , a 4 4 W"¢, ',tigt j<<H 4 p Z z o..' a• 0 <4. 8p •>>>NQ WW SS+. 44 t44 1..1. Z , uy b.. iA i.,m4.. V a O cs Ozh u p U d. a a, O . Z 4 .i o e t w a qt. qa vVv22 r4ZOniy r m 3; h um,..cpyL,..u V.h u 1 , iltt A a q2. N ZN`'T U.ia aija az tk d Q i#I;c:ti `tomto www c 2 U;; 2©¢ 2214 8% V n fi CC t, $ „° j 004, rOSa4462i42rA.i2R- Vni Ca 2 tez'O LL i ticE-Il im 2 ti V) ti cn O CI d - 45 n 4, .J c e e I ;,' y r.........•posy'°; Ii cc Pi ccc P bi aC1 4i J0.' 44.4.;.• Rip P.L. r fes'... tiii i l'y~ m 0. 7 rmLad N,<• to Zt r I,.. 4 j9ri g01 N,g z m C S 3 j L.U l W g1 jtLm a h ,?,,g§+CO IDa M1ag ` 1 1 SSS .. mo.o. aa, Record and Return to: William C. Garner,Esq. Nabors,Giblin &Nickerson,P.A. 1500 Mahan Drive,Suite 200 Tallahassee,FL 32308 850)224-4070 GENERAL WARRANTY DEED Utility Site) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986. as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110, Naples. Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"),whose mailing address is 3339 Tamiami Trail East. Suite 301, Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County. Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the Property"). TOGETHER with all of Grantors right, title and interest in all water and wastewater supply, distribution, treatment, storage, collection, and transmission facilities of every kind and description whatsoever thereon and thereunder used in connection with the "Orange Tree System" described in the "Integration Agreement" (defined below), including but not limited to pumps, plants, wells, tanks, distribution, supply collection and transmission mains and pipes, effluent and disposal facilities, and all other physical facilities, including irrigation and reclaimed water facilities if any exist, and property installations together with all additions thereto (the "Utility Facilities"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD, THE SAME IN FEE SIMPLE, SUBJECT TO THE FOLLOWING RIGHTS IN FAVOR OF GRANTOR,ITS SUCCESSORS AND ASSIGNS. THIS GENERAL WARRANTY DEED HAS BEEN EXECUTED IN CONNECTION FTLDOCS 7097187 5 12129/16 1 WITH THAT CERTAIN INTEGRATION AGREEMENT DATED 2017, BY AND BETWEEN GRANTEE, ORANGE TREE UTILITY CO. ("OTU"), ORANGETREE ASSOCIATES AND GRANTOR (THE "INTEGRATION AGREEMENT"). PURSUANT TO SECTION 7.0I(A) OF THE INTEGRATION AGREEMENT, AT SUCH TIME AS GRANTEE IN ITS SOLE DISCRETION DISCONTINUES OPERATION OF THE WATER TREATMENT PLANT OR THE WASTEWATER TREATMENT PLANT OR ANY PORTION THEREOF LOCATED ON THE "TREATMENT PLANTS PROPERTY" DESCRIBED IN IHE INTEGRATION AGREEMENT (A PORTION OF 'WHICH IS DESCRIBED ON EXHIBIT "A" TO THIS DEED), AND GRANTOR, ITS SUCCESSORS OR ASSIGNS, EFFECTS THE GRANTING OF THE EASEMENTS REQUIRED PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2012-09, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF, GRANTEE SHALL VACATE THAT PORTION OF THE TREATMENT PLANTS PROPERTY NO LONGER REQUIRED BY GRANTEE,AS DETERMINED IN THE SOLE DISCRETION OF GRANTEE, AND PROMPTLY UNDERTAKE AND COMPLETE THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT. UPON COMPLETION OF THE ACTIONS DESCRIBED IN SECTION 7.01(B) OF THE INTEGRATION AGREEMENT, GRANTEE SHALL NOTIFY GRANTOR THAT SUCH ACTIONS ARE COMPLETE. THEREAFTER,AT THE REQUEST OF GRANTOR, ITS SUCCESSORS OR ASSIGNS, GRANTEE SHALL CONVEY TO GRANTOR (OR ITS DESIGNEE) THE VACATED PORTION OF THE TREATMENT PLANTS PROPERTY BY STATUTORY COUNTY DEED (SECTION 125.411, FLORIDA STATUTES), WITH TITLE IN THE SAME CONDITION AND SUBJECT ONLY TO TAXES FOR THE YEAR OF CONVEYANCE AND THEREAFTER, EASEMENTS ON THE PROPERTY RETAINED BY GRANTEE OR GRANTED BY GRANTOR PURSUANT TO SECTION 10.01 OF COLLIER COUNTY ORDINANCE 2019-09, IF ANY, AND EASEMENTS, COVENANTS, RESTRICTIONS, RESERVATIONS, RIGHTS-OF-WAY, CONDITIONS, AGREEMENTS, PLATS AND LIMITATIONS OF RECORD IN EXISTENCE ON THE DATE OF THIS GENERAL WARRANTY DEED,AND RECORD SUCH DEED IN THE PUBLIC RECORDS OF COLLIER COUNTY, AT NO COST TO GRANTOR AND WITH ALL DOCUMENTARY STAMP TAX AND OTHER TAXES OR FEES THEREON FULLY PAID. THIS PROVISION SHALL BE DEEMED APPURTENANT TO AND A COVENANT RUNNING WITH TITLE TO THE PROPERTY AND BE BINDING UPON GRANTEE,ITS SUCCESSORS AND ASSIGNS. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions,zoning regulations, laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the Property, and taxes and assessments accruing subsequent to December 31, 2016, and matters which would be reflected in a current survey of the Property. and excepting easements, covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material FTIDOCS 7097187 5 12/29/16 manner, the current use of the Property or the current operation of the Utility Facilities as of the date of this General Warranty Deed. rmoocs 7097187 5 3 12/29/16 IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized,the day.month and year first above written. WITNESSES: tint ame: '5.`rePA-Nit Aiwa—Y.-et— R.. a Bollt, a. Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended 1 (25L-171C- riot Name: INta e. çz 4 Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida, as amended, on behalf of the trust. who is personally known to me and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires:1104),'' NOTARY PUBLIC MAMMY PVRCE THORNTON OCIAMISS4N•FT ile3SE1 1 17; EANAlidE) 7MITIN wiry"11 261tunywitows Fri.DOCS 7097187 5 4 12,29/16 JOINDER. The undersigned, being all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986.recorded in O.R. Book 1347. Page 2331, of the Public Records of Collier County. Florida. as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto Both as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida. and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of:201 . ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner 2_47 v ' 72/76./z.Pwr By: Print Name: Sttc-A-NI t G. Print 41, PrInt Name: zaat‘ By: Enterprises of Hollywood,Inc., a Florida corporation, as General Partner 7776V-Aafr(„____ By: 1 Print Name: tgp-,4.isiis NAA02-14.0t..,. PricrtNamez arzeivro &pax Its: fa..4m4Deoli.— C640,./6,12_, cQWirintName: Nzt.5.\-ott.e r1^- FT1 DOCS 7097187 5 5 12129.16 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , by izpeeet.47) apt.4..,r as of SpringhillSpringhill of Collier County, Inc,. a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates. a Florida general partnership. on behalf of the partnership. who A is personally known to me -er------prochrmd as-identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: f N IV T P lt 2 l 14,41...-111Marib. vi:s7i; KIMBERLY PENCE IMMITOW i t MY COMMON•FP NISSIS4?NOTA Y 1"6"A.A- -11A-eWhit-- ti :DMA.Asia 21,Mt fPUBLIC 4 ilkodot itto Near!Ai*tkidonwiters isnirP;'—' vir-2---6,----vr" STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 20l_, by 296.gauv t=eD 4--4-)C- as of EnterprisesEnterprises of Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates,a Florida general partnership, on behalf of the partnership, who A is personally known to me cn—predneed as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: e01,:ik.,,,. XXLSEICY PEARCE 114VOCC44 A/vt,vk,k 44 . '4.MY COMM*/FF arre NOTARY PUBLIC 4 NtgetA 800471Vv Way Mk Uribtailliti 4111010=Pasamaa. EXHIBIT "A" THE PROPERTY PARCEL 1: WATER AND WASTEWATER TREATMENT PLANTS SITE ALL THAT PART OF SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY.FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE ALONG THE SOUTH LINE OF' SAID SECTION 14, ALSO BEING THE CENTERLINE OF OIL WELL ROAD (STATE ROAD S-858), NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1693.54 FEET;THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 50.00 FEET TO A POINT ON THE NORTH RIGHT-OF- WAY LINE OF OIL WELL ROAD (STATE ROAD S-858) AND THE POINT OF BEGINNING OF THE UTILITY SITE HEREIN DESCRIBED: THENCE LEAVING SAID LINE NORTH 00 DEGREES 06 MINUTES 52 SECONDS EAST 1362.28 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 416.75 FEET; THENCE SOUTH 01 DEGREES 49 MINUTES 15 SECONDS WEST 562.53 FEET; THENCE SOUTH 89 DEGREES 53 MINUTES 08 SECONDS EAST 850.00 FEET;THENCE SOUTH 00 DEGREES 06 MINUTES 52 SECONDS WEST 800.00 FEET TO A POINT ON THE NORTH RIGHT-OF- WAY LINE OF SAID OIL WELL ROAD; THENCE ALONG SAID LINE NORTH 89 DEGREES 53 MINUTES 08 SECONDS WEST 1250.00 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON THE SOUTH LINE OF SECTION 14. AS BEING NORTH 89°53'08" WEST(ASSUMED). LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY 0.R. 4330, PG.2712): A PARCEL OF LAND LYING IN SECTION 14, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER (SE 1/4) OF SAID SECTION 14, SAID SOUTH LINE ALSO BEING THE EXISTING CENTER LINE OF OIL WELL ROAD (C.R. 858), FOR 443.54 FEET: THENCE LEAVING SAID SOUTH LINE NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 50.00 FEET TO AN INTERSECTION WITH THE EXISTING NORTH RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD AND TO THE SOUTHEAST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 2229, PAGE 1049, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 87 FTLDOCS 7097187 5 12/29/16A-1 DEGREES 48 MINUTES 27 SECONDS WEST ALONG SAID NORTH RIGHT-OF-WAY LINE FOR 756.02 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID NORTH RIGHT-OF-WAY LINE SOUTH 87 DEGREES 48 MINUTES 27 SECONDS WEST FOR 493.99 FEET TO THE SOUTHWEST CORNER OF SAID LANDS: THENCE LEAVING SAID NORTH RIGHT-OF-WAY LINE AND ALONG THE WEST LINE OF SAID LANDS NORTH 02 DEGREES 11 MINUTES 33 SECONDS WEST FOR 42.86 FEET; THENCE LEAVING SAID WEST LINE SOUTH 46 DEGREES 19 MINUTES 59 SECONDS EAST FOR 42.15 FEET:THENCE NORTH 87 DEGREES 48 MINUTES 27 SECONDS EAST FOR 415.19 FEET: THENCE SOUTH 77 DEGREES 53 MINUTES 08 SECONDS EAST FOR 51.03 FEET TO THE POINT OF BEGINNING. BEARINGS ARE BASED ON STATE PLANE COORDINATES FLORIDA ZONE EAST, 1983 DATUM, (1990 ADJUSTMENT) AND THE SOUTH LINE OF SECTION 14 AS BEARING S.87°48'27"W. FILDOCS 7097187 5 2 12129/)6 EXHIBIT "B" SECTION 10.01 OF ORDINANCE 14.01 PURPOSE The purpose of this Section is to set forth the regulations for the areas designated.,MU/U on the PUD Master Plan. The MU/U tracts arc intended to_allow for a combination of multi-family residential, commercial, and public use development The subject parcel is, at the time of this PUD Amendment being utilized to house facilities for Orange Tree Utility Company and related services. it is anticipated that this site will continue to be utilized for that purpose for an indefinite period of time,The MUN usc1 will only commence at such time as the Utility functions performed by a public or private utility provider have ceased and been relocated(except in the case that certain utility office _type uses,permitted under the 1v1U/U designation, may remain within or be relocated to the MU/U tract)and all utility and access easements arc.conveyed. Ly Qwtter. Roberta Bnllt suceeccor trustee of the land trust dated January 27, 1986 and Orange Tree Utility Co.. or their successors and assigns,to Collier Counry and the Collier nw ai trict at no co t to o lies •,_11 J r 11., Watt Sew : a'y the on-site and off-site utility operations of Collier County or the Collier County Water Sewer District, and recorded in the official records of Collier County. The easements shall provide for the construction, operation and aintcnance of water and wastewater facilities (including but not limited to water, wastewater, and irrigation quality water lines and pipes. wells. Dumas and pipelines. lift stations, pumping and booster stations. power and telemetry lines, telemetry towers, storage facilities, and any and all other equipment, improvements and infrastructure appurtenant thereto or thereunder)to be installed from time to time,with the right to reconstruct, improve, add to. enlarge, change the capacity, as well as size of, and remove such facilities within the described easement and to access the facilities. The above referenced casements to begrantedto the collier County Water-Sewer District shall be for the operation of the Orange Tree Utility water and wastewater systems to service the existing Orange Tree Utility Water and Wastewater Service Areas." Fr LLIOCS 7(197187 5 3 12.'29,16 Record and Return to: William C. Garner, Esq. Nabors,Giblin&Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 850)224-4070 GENERAL WARRANTY DEED Two Potable Water Wells,Grant of 50' Maintenance Easement for Wells and Grant of Roadway and Pipeline Easements) THIS GENERAL WARRANTY DEED effective as of the day of 2017, by ROBERTO BOLLT, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, whose mailing address is 4500 Executive Drive, Suite 110. Naples, Florida 34119 ("Grantor"), and COLLIER COUNTY, a political subdivision of the State of Florida, and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT ("Grantee"), whose mailing address is 3339 Tarniarni Trail East, Suite 301,Naples Florida 34112. WITNESSETH: That Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, and Grantee's heirs, successors and assigns forever, all that certain land situated in Collier County, Florida as shown and more particularly described on Exhibit "A" attached hereto and incorporated herein (the Property"). TOGETHER with all the tenements, hereditaments and appurtenances thereto of Grantor belonging or in any way appertaining to the Property. TOGETHER with a non-exclusive easement, license and privilege to enter upon that certain real property: (i) illustrated as the "Maintenance Easement Area") on Exhibit "A-2" attached hereto and incorporated herein (the -Maintenance Easement Area"), for the limited purpose, by Grantee, of maintaining, repairing and replacing (without increasing the total number of wells) the two (2) existing wells located within the Property (which wells are part of the Property being conveyed hereby) in connection with Grantee's operation of the potable water supply system which is part of the "Orange Tree System" described in that certain Integration Agreement dated 2017, between Grantee, Orange Tree Utility Co. and Grantor (the "Integration Agreement"); and (ii) illustrated as the "Roadway" on Exhibit "A-2" the "Roadway and Pipeline Easement Area") for the limited purpose, by Grantee, of operating, maintaining, repairing and replacing (in the same location) water pipes, if any, under the FTLDOCS 7097188 5 12/29116 Roadway and Pipeline Easement Area which currently serve the two (2) existing wells, and for ingress and egress to and from the Property and the Maintenance Easement Area. Grantor reserves unto itself all other rights and uses of the Maintenance Easement Area and the Roadway and Pipeline Easement Area which do not interfere in any material respect with the easement rights of Grantee set forth in this paragraph (including, without limitation, Grantor's right, at its cost and expense, to reasonably relocate Roadway and Pipeline Easement Area so long as it does not materially interfere with the operation of the "Water Treatment Plant" described in the Integration Agreement and access to the Property and to the Maintenance Easement Area). Grantee, by acceptance of this General Warranty Deed, hereby agrees to; (i) permit no lien for labor, services or materials to attach to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area for work performed for, or at the direction of, or by anyone claiming by, through or under, Grantee, its successors and assigns, or their respective agents and employees; and (ii) defend, indemnify and hold Grantor, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, liabilities. costs and expenses subject to the limitations on sovereign immunity set forth in Section 768.28, Florida Statutes (including without limitation attorneys' fees at trial and appellate levels) arising out of. or as a result of, the Grantee's (or its agents' or employees') acts or omissions in the exercise by Grantee of its easement rights hereunder; and (iii) to promptly repair any damage to the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area, landscaping, improvements or surrounding areas caused by the exercise of Grantee's easement rights hereunder. In the event of litigation concerning the easements granted under this General Warranty Deed, the prevailing party shall be entitled to be reimbursed its attorneys' fees and costs at trial and appellate levels, subject to the limitations set forth in Section 768.28, Florida Statutes. Nothing contained in this instrument shall, in any way,be deemed to constitute a gift or dedication of any portion of the Maintenance Easement Area and/or the Roadway and Pipeline Easement Area to the general public or for the benefit of the general public, it being the intention of the parties hereto that the easement rights shall be limited to and utilized for the purposes expressed herein. The easement rights granted hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Florida. The easement provisions of this General Warranty Deed may be modified or amended only by the recording of an appropriate document in the Public Records, executed by Grantor and Grantee or their respective successors and assigns. Nothing contained in these easement provisions shall be deemed or construed, either by the parties hereto or by any third party, to create a relationship of principal and agent or to create any partnership, joint venture or other association between the parties. No delay or omission in the exercise of any right accruing upon any default shall impair such right or be construed to be waived thereof, and every such right may be exercised at any time during the continuance of such default. Grantee's easement rights hereunder shall not be assignable except to the fee simple owner of Property. The easements granted hereunder shall be used by Grantee for no purpose other than as expressly set forth herein. AND Grantor, for itself and its successors, hereby covenants with said Grantee and Grantee's successors and assigns that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property; that Grantor hereby fully warrants the title to the Property and will defend the same against the lawful claims of all persons whomsoever, excepting building restrictions, zoning regulations, laws,ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the FILDOCS 7097188 5 2 I 2/29/16 Property, and taxes and assessments accruing subsequent to December 31. 2016, and matters which would be reflected in a current survey of the Property. and excepting easements. covenants, restrictions, reservations, rights-of-way, conditions, agreements, plats and limitations of record, none of which, to Grantor's actual knowledge, impair or restrict, in any material manner, the current use of the Property as of the date of this General Warranty Deed. FT!DOCS 709718R 5 3 12129/16 IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed in favor of Grantee to be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers hereunto duly authorized,the day,month and year first above written. WITNESSES: Print ame: SISTE1444t9 Roe o 2as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended VGA: Print Name: Pt Cita. k bl" t 4— Grantor STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , by Roberto Bollt. as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who X. is personally known to me or deutification-- and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: WI • I IifKIIMEPLY MACE THCOSTON NOTARY PU LIC t...\ MY COMMON FF USD EVIREt ini21, N„.;• garsiuntria Noiwy Put&tkarseihrs FILDOCS 70971885 4 12139/16 JOINDER The undersigned, beimg all of the partners comprising the general partnership known as Orangetree Associates, the sole beneficiary under that Land Trust Agreement dated January 27, 1986, recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended, hereby join in and consent to the foregoing General Warranty Deed granted by Roberto BoIlt as Successor Trustee of the said Land Trust Agreement as Grantor, in favor of Collier County, a political subdivision of the State of Florida. and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District as Grantee, and further certify to Grantee that the undersigned constitute all of the partners of the sole beneficiary under said Land Trust Agreement and that no parties other than the undersigned have any beneficial interest thereunder. Dated as of: 201_. ORANGETREE ASSOCIATES, a Florida general partnership: WITNESSES: By: Springhill of Collier County,Inc., a Florida corporation,as General Partner 71-1-,A-t 7By: „dal Print Name: AJt Print N •trUeetizt, Its: -To , I ot IV - P nit ame: t e, Go By: Enterprises of Hollywood, Inc., a Florida corporation,as General Partner Print N me: Sre9A-1-41e .114.41.4402_,. Print N. e: Its: tape-Nil-- a Print Name: 4s\f.,tAri Ffl..DOCS 70971285 5 12/29/16 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , by 124:obettsrp &AAA- as 1712Amioet-h--- of Springhill of Collier County, Inc.. a Florida corporation. on behalf of the corporation, as general partner of Orangetree Associates. a Florida general partnership, on behalf of the partnership. who -1. is personally known to me or pcoduced and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires: di iAMVW ti,,le.Th-AM,A4 1'4' :.'34"...-.. "imuycoYoutssmsrrrow 4 moat Ar*r4 21)19 C',..A Boximi NV Way Ihtik Uniarrefars NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201 , byf7-oca. -Yz.rb 9--,9t.....-r- as PR...eroine-Nir- of Enterprises or Hollywood, Inc., a Florida corporation, on behalf of the corporation, as general partner of Orangetree Associates a Florida general partnershipon behalf of the partnership.who x is personally known to me : idettlikatifot and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed and under authority duly granted to him by said corporation. My Commission Expires:__ r ezit.t Kama.?PaRcrimmus 1Cii ... 1. 61 MY(ThillitSS3C+1•FF UM kAdietlitikil ltuvvdrt,,, i, ... ,71 EXPIRM,M*21;21111 1 t ;: kniod Thett WtIray Pap ItrAnillors NOTA PUBLIC rmoocs 7097188 3 6 EXHIBIT"A" THE PROPERTY DESCRIPTION OF TWO EXISTING WELL SITES: FILDOCS 70971S$S 12129/16A-I J rao iiit H! 1s-9F 539Yd rt,kO U fiat t' " p` " m r7..PSYNd..Rim 4RJNfh7,7 ONY 31M 4 N.77YA O 5 H '+ t o ill N.\ 2 lir 0 11,,, q,i. c 1 toN4"12 R. b 111 C~}W ri.zo 1 r CS C1 7 TA V 3'i; 0 Jill . Re t in a LK to 11 w a zs a~ ' F.'-el SCil { N "7 Er as 4 Vw Cl 01 wvi J11 4 1 1 01 10 1 S. 1 S. I 1 ci i. f 1i 1 r 1 111 4 I 7 a t 4 1 vs ili.1:::I1 1N zi'c.3'-- i.,.,...: mitt wa 1 t.x (,) 4 4 4 4 t„.i.,i 7 o w. .v) (,,. -, vy cs N 1 K y ; v Nc. r 4 y V t C3q q 41vs1„4LiI4W Ll4 %'' cL 4a ! 9:r ti LQ k. lu b t b XZ5V4 1 v i w k R'd,,, aaa w ' 2gg cc w '4 6- 1 o It'8' N vt aayaT. CIZ j 9CU $ RRy[ R I a ti 0 iji X U i 119 '''' US y b u 12 1 3 { w wyyyR yik{(yw ww U t a 6 V lily 6 0 •..q y 1 {F" Ffr't`< J c=(.$ {1 SRR CS CS°I1 ;:t.P4. N. o a & c0.]0/y 444 q tiiINti 2 mse 1, . 1 RLaq RL4acits° o a caw o 4 al 3ii ` nCa t5 gt 1.-Stf i rcl 17P NOG3 L Y'W Vi aSYd"$I17..4061071,AQJ ? Y.170.9 W.2.6/.77Y4A 49 i jfptiac5 .,;,,j,,„2 W CO .n itczo CCj*R.b tC 'b^0=ry dpTOY6 ri a.A$$ of N oO 7,„ I.:, `d' 0 n ti o \ ku _p a k al C',= 11111 :i\ Az,W Z f ti '$. m la-ll y l\ E.'` 04 4 Vzt2 r,=2 5, 4 l\ W cd gZ fi q= 5:-.. "'t. 1Lj 4. kc rc7 cA QW it. ii 4Wu1 d 1 Z UN. 1 fi e VI 1 i 74 cis t F n 4 1 J asrn;n heiv r n, . }" h H,- Z Z try V Os ata` H g t N 4..4.1 1,.,, 1kt° 9r.,,,,t, Lk1 t)ril,,t,,'- ur.. 1 z...1 g zi u'-6",ti„,,.„ Q2. po g 1:itisx 5OZ. A to 'F ' OZQr ? W omZ41. in t.)L.4.S•--U_ z7 z' Y3 ti 41 +1 b A Le) Lu ti qwm 6V L, R4(p za ' s, gbwCC, Ir wzzWM,- Q pti t'' `4 Ktn Cp70_4 paO a, mien 8 0 4 q-H!n W <5 4C34, V)PY) 0 t" , 1 i r.1 4 NLQi4 QC'4. 4. 4,0 . 4))') 4 ooh EXHIBIT "A-I" SKETCH OF WELL SITES See Exhibit"A"Above FTI.DOCS 7097188 5 2 12129;16 EXI-HRIT"A-2" ILLUSTRATION OF 25' MAINTENCE EASEMENT TO MAINTAIN AND REPAIR WELLS AND ILLUSTRATION OF ROADWAY AND PIPELINE EASEMENT AREA FTLDOCS 7097 1 88 5 3 12/29/1( 3111IN 01 4,... .., to •E „,„,x...o.a ........, -i,o ,...4, It-sr.S3VVei >-Y008 Irke vs 3510fd-80lAria2 ONY.5,72.7 Y3101 M'D ' j•c• '6'(9 5 ' CO z f„'.„ rr 11114E_. 1 1, 5IIIII . i. ,\\ i a m PA4,-.1 i ‘c,2 ..4 313; 111111 o IA 44 NW 2, csz N C. n1 E..,••=4 Z 8 C °3 1—Ir$ cc 1 Z'''' c. -•C., al C4 7C 13 L...1 L N Ll i I 4,\a z 1i N I 1 :IV) 1 i in t 7 1 i N 1 N 0. t L., \ 50 Oa' 5 00120'07"E li 2Y) ch 1 4i .1.08 4,0, 4141 Li tN0 '07-0120 WtN, tz.•-•c2.'(%(i a 8 % so,co. tur.. 2 i,a k i E ''' 1„ s..•lk Eic. ot 13). ...4+ I-.7 5 § j Z , I a t,'. itbtSa05 ., k to 8 P‘ k 14 .-', 0 4, ,cy.,C)Y'l 0:•,) t',Vi.`"62,-,.. d 1 r r -- 4°1' d' M .1195 r( N h it-If$3BYd'lf M7.18 1Yld rn c RY ppat . ` M r Y!35YNd-any ArttrNNV)4NY lyCC" Yx?N37F'A try, O a u P;p,C o y.0 4m Z w 'V U QN> p N m '4=N 1 a r o C Ila. fl0 41 N N ON 8 a 11 1 z aioD-v 9 \ w 0.0z v° z n u n 4. 4C C14 b4 41't en tig I i Via en qaaa a 10i.; th in Z•. afro r E.g 7r 02c° o c, 1 14 'd o r qy O `Y UI q 4J P ci. sr, i H SEiu Ia l v a 0 1 Z R u Cly U v 50.00' S 000007' E n1 Qkr. 25•` In 0 try0 05 I 1 N 00100'17` W 5000 t r:ei‘,4,iZ g S i' ' "t C a it 41. 2 t,c h, q zz a 4pa C'p, y Kv 6 • a.22 Qi gipir6X, Q ' q W gip°°n It ry z` 4 43 d a C.)L..... izih 8o3 JW4 4 e4:Uia,,tiiW C1tS $ga 8 Q 6C s V V wZO1 . : 2 e'uir C 44.h ,1 C.1 4.,3 r-Pp' go')©pV v4,1 boa, 5 a LJ v0.....1 YO ``C 4i C1 S Ct.1/4)'4 C co 09 41 Quic:+ad Ar m....t.;...o.o,o,.., i ‘-'•i 1 tr. x 1 go t 1DkloiiiAgZ1 II 44 A 41 / li 0 i i R 8 2°9-ii; 3 v-•3? i rr. -. ...,...“. 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P- 1 n 0. 1 itx-rlip, 443 0 VALENCA Gar At0 cotinTer cute-PHA$E IA PACES JoPtAr r t, 11730K 4.7,41 0 ro- ist • cz -4 i -0- 1 i ROADWAY AND PIPELINE EASEMENT AREA AND LEGAL DESCRIPTION OF ROADWAY AND PIPELINE EASEMENT AREA ErLDOCs 70917188 5 4 1??gi76 RHODES it RHODES LAND SURVEYING, 98100 MATTA 012,417)E DBIT74 SUITE 1107 MATTA SPIUNGa FLORIDA 34135 PLIONE(709)itki-8166 FAX(2.99)1054163 LEGAL DESCRIPTION A PORTION OF SECTION 23,TOWNSHIP 48 SOUTH,RANGE 27 EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF OIL WELL ROAD WITH THE NORTHWESTERLY BOUNDARY LINE OF LOT 10,VALENCIA GOLF AND COUNTRY CLUB-PHASE I A,ACCORDING TO THE PLAT THEREOF OF RECORDED IN PLAT BOOK 42 AT PAGES 36 THROUGH 41 (INCLUSIVE)OF THE PUBLIC RECORDS OF COLLIER COUNTY,FLORIDA;THENCE SOUTH 87°48'20" WEST,ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID OIL WELL ROAD, A DISTANCE OF 219.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED;THENCE SOUTH 02°35'19"EAST,A DISTANCE OF 96.26 FEET;THENCE SOUTH 87°31'55" WEST, A DISTANCE OF 388.50 FEET;THENCE NORTH 02°28'05" WEST, A DISTANCE OF 16.57 FEET: THENCE SOT In 88°04'05" WEST, A DISTANCE OF 68.39 FEET: THENCE SOUTH 65'11'35" WEST. A DISTANCE OF 36.85 FEET; THENCE SOUTH 4299'05" WEST,A DISTANCE OF 162.41 FEET; THENCE SOUTH 68°3733"WEST,A DISTANCE OF 105.03 FEET;THENCE SOUTH 87°10'21" WEST,A DISTANCE OF 159.31 FEET; THENCE SOUTH 43°35'07" WEST. A DISTANCE OF 28.97 FEET; THENCE SOUTH 00'0007" EAST, A DISTANCE OF 134.34 FEET;THENCE NORTH 89°59'53" EAST,A DISTANCE OF 5.66 FEET;THENCE SOUTH 00°00'07"EAST,A DISTANCE OF 152.04 FEET;THENCE SOUTH 89°59'53"WEST, A DISTANCE OF 195.56 FEET;THENCE SOUTH 44°59'53"WEST,A DISTANCE OF 28.28 FEET;THENCE SOUTH 00°00'07"EAST,A DISTANCE OF 165.05 FEET;THENCE SOUTH 53°44`57'WEST,A DISTANCE OF 178,12 FEET; THENCE NORTH 00'00'07" WEST, A DISTANCE OF 16.08 FEET; THENCE SOUTH 89°59'53"WEST.A DISTANCE OF 11.90 FEET;THENCE NORTH 53°44'57" EAST,A DISTANCE OF 148.09 FEET;THENCE NORTH 26°52'25"EAST,A DISTANCE OF 35.68 FEET;THENCE NORTH 00°00'07"WEST, A DISTANCE OF 174.90 FEET;THENCE NORTH 89°5953"EAST,A DISTANCE OF 195.56 FEET;THENCE NORTH 44°5953" EAST, A DISTANCE OF 29.02 FEET;THENCE NORTH 00°00'07" WEST, A DISTANCE OF 111.52 FEET; THENCE SOUTH 89°5953" WEST, A DISTANCE OF 6.18 FEET; THENCE NORTH 00°00'07"WEST,A DISTANCE OF 173.36 FEET;THENCE NORTH 87°10'21"EAST,A DISTANCE OF 175.08 FEET;THENCE NORTH 77°5357"EAST,A DISTANCE OF 39.48 FEET;THENCE NORTH 6803733"EAST, A DISTANCE OF 57.09 FEET;THENCE NORTH 55°28'19" EAST,A DISTANCE OF 38.95 FEET;THENCE NORTH 42°19'05" EAST,A DISTANCE OF 166.18 FEET;THENCE NORTH 88°0405" EAST,A DISTANCE OF 425.17 FEET; THENCE NORTH 44°01'59" EAST, A DISTANCE OF 28.76 FEET; THENCE NORTH 00°00'07°WEST,A DISTANCE OF 43.19 FEET;THENCE NORTH 87°48'20" EAST,A DISTANCE OF 37.05 FEET TO THE POINT OF BEGINNING. CONTAINING 46,012 SQUARE FEET OR 1.056 ACRES, MORE OR LESS. F:\orange tree golf course plat\EASEMENTS FOR WELLS\2016-535-11gl.docx Page 1 of 2. Appendix B to Integration Agreement Assignment and Assumption of Easements Prepared by and return to: William C.Garner,Esq. Nabors,Giblin&Nickerson.P.A. 1500 Mahan Drive,Suite 200 Tallahassee, Florida 32308 850)224-4070 ASSIGNMENT AND ASSUMPTION OF EASEMENTS THIS ASSIGNMENT AND ASSUMPTION OF EASEMENTS ("Assignment") is made the-2444A day of 2017. by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. h10, Naples, Florida 34119 ("Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County. Florida, as the Ex-Officio Governing Board of the Collier County Water- Sewer District, 1139 Tamiami Trail Fast. Suite _101,Naples Florida 34112 ("Assignee"). WHEREAS, Assignor, together with Orangetree Associates and its Trustee Developer"), has agreed to convey to Assignee certain water and wastewater facilities located in Collier County. as more particularly set forth therein; arid WHEREAS, Assignor has further agreed to effectuate the conveyance of the water and wastewater facilities by documentation necessary to assure marketable, clear and unencumbered title to the facilities at the time of conveyance; and WHEREAS, Assignor has constructed and maintains and operates certain of its facilities on property owned by third parties, but within easements that have been granted to it by third parties for that purpose as well as for ingress and egress over said property; and WHEREAS, Assignor intends to assign, and Assignee intends to accept, all right, title and interest in said easements which are described in Exhibit"A"("Easements-). NOW, THEREFORE, in consideration of the mutual promises. covenants, representations, and agreements contained herein, together for $10.00 and other good and valuable consideration.the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Assignor hereby quit claims, conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor in the Easements. Assignor covenants and agrees to do, execute, acknowledge and deliver any such further instruments or documents as may be reasonably necessary to carry out and effectuate the intent and purpose of this Assignment, subject, however, to the terms of that certain Integration Agreement dated 2017, by and between Assignor. Orange Tree Associates and Assignee (the Integration Agreement"). FRDCX'S 7097191 5 12/29/16 1 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth herein from Assignor and assumes the performance, obligations, duties and liabilities of Assignor, if any, under the Easements as of the date hereof. As of the date of this Assignment, Assignor's obligations and responsibilities to act under the Easements shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Easements, except for those obligations and responsibilities which accrued prior to the date of this Assignment. This Assignment shall inure to the benefit of Assignee, its successors and permitted assigns. 3. This Assignment shall be governed by the laws of the State of Florida. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 4. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. IN WITNESS WHEREOF,the Assignor and Assignee have signed and sealed these presents as of the day and year first above written. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) FTLDOCS 7097191 5 12/291162 ASSIGNOR: 0000/ 1 j 44-7" Witness Robe/Bellt. as Pres sent of()ranee Tree Utility Co., MJE Printed Name Date signed by Seller L'et a kj. Witness 41/4,k4 Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by Roberto Bollt as President of Orange Tree Utility Co., a Florida corporation, who tf, is personally known to inc or produced and who acknowledged to and before me that he executed the same Freely and voluntarily for the purposes therein expressed. My Commission Expires: maw PEARCE THORMN 1444411171e114,- 4-itv-- Notary PublicmeCOMMISSIONPESSW st.t. EIP1MS:Arel 2A,20111 eondad Thu Whey PIA&UndmorfigaP:". 0=sias2,:asiailzsawsai FILDOCS 7097191 5 12129/163 ASSIGNEE: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA,AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER coufay".. -• WATER-SE 1E ' STRICTBY Name: PENNY AYLOR Chairman ATTEST: DWIGHT E. BROCK, &:.lerk LBY: 0 .. ‘),1 0 Depyty •.,e,114Sios.1 lutie Attest aiiii ri IIN gality: BY: Ilia 11Alk iJeffreyA. af t-z. OW, County Att e,\' FIl.DOCS 7097191 5 12,29/164 EXHIBIT"A" EASEMENTS 1. That certain Deed of Water!Wastewater Utility Facilities Easement in Public Road Right-of-Way, dated August 4, 1998,by Collier County to Orangetree Utility Company, recorded in Official Records Book 2449, Page 2438 of the public records of Collier County, Florida. 2. That certain Utility Easement, dated January 30, 2004,by The Estates at Twineaeles. Ltd., f/k/a Twineagles Development Company, Ltd., successor by merger to Twineagles Land Group I, LLC,to Orange Tree Utility Co., recorded in Official Records Book 3550, Page 2162 of the public records of Collier County, Florida. 3. That certain Grant of Easement, dated June 15, 2006, between The Estates at Twin Eagles, Ltd., Grantor, and Orange Tree Utility Co., Inc., Grantee, for a lift station site on Bramble Ct., Twin Eagles Phase 2A, recorded in Official Records Book 5162, Page 3568 of the public records of Collier County, Florida. 4. That certain Grant of Easement. dated September 7, 2006. between The Estates at Twin Eagles. Ltd.. Grantor. and Orange Tree Utility Co.. Inc., Grantee, for lift station sites near Wicklow Ln., Heather Woods Ct.. and Hedgestone Ct., Twin Eagles Phases 2 and 2B, recorded in Official Records Book 5162, Page 3572 of the public records of Collier County. Florida. 5. That certain Grant of Easement, dated August 14, 2012, between The Twineagles Club, L.L.C., Grantor, and Orange Tree Utility Co., Grantee, for 10-foot utility easements in Tract A of Twin Eagles Grand Arbors, recorded in Official Records Book 5162, Page 3579 of the public records of Collier County, Florida. 6. That certain Grant of Easement (Palmetto Ridge High School), dated July 9, 2004, between the District School Board of Collier County and Orange Tree Utility Co., recorded in Official Records Book 3648, Page 0208 of the public records of Collier County, Florida. 7. That certain Utility Easement, dated June 17, 1999, by the District School Board of Collier County, Florida, to the Orange Tree Utility Co., recorded in Official Records Book 2591. Page 1526 of the public records of Collier County, Florida. 8. Unrecorded Grant of Easement, dated October 8, 2003, between District School Board of Collier County and Orange Tree Utility Co, (attached as Exhibit -E"to FTLDOCS 7097191 5 12/29/16 A-1 that certain Developer's Agreement, dated the same date and between the same parties). 9, That certain Easement, dated April 29, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2542,Page 1863 of the public records of Collier County. Florida. 10.That certain Easement, dated July 18, 2000, by Waterways Joint Venture II and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2672 of the public records of Collier County, Florida. 11.That certain Easement, dated July 18, 2000, by Waterways Joint Venture II and Orangetree Utility Company, recorded in Official Records Book 2702, Page 2646 of the public records of Collier County, Florida. 12.That certain Easement, dated April 24, 1998, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2413, Page 1688 of the public records of Collier County. Florida. 13.That certain Easement, dated.February 1, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2512, Page 2522 of the public records of Collier County, Florida. 14.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0205 of the public records of Collier County.Florida. 15.That certain Easement, dated October 8, 1999, by Waterways Joint Venture and Orangetree Utility Company, recorded in Official Records Book 2608, Page 0207 of the public records of Collier County, Florida. 16.That certain Utility Easement, dated October 4, 1997, by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor. and Orangetree Utility Company, recorded in Official Records Book 2317,Page 0738 of the public records olCollier County, Florida. 17.That certain Utility Easement, dated March 25, 1997,by Waterways Joint Venture and Waterways of Naples Homeowners' Association, Inc., collectively as grantor, and Orangetree Utility Company, recorded in Official Records Book 2299, Page 0670 of the public records of Collier County,Florida. 18. Intentionally deleted. FT1,JXX'S'7097191 5 12/29/16 19.All other easements, rights of ingress and egress, right-of-way utilizations and other access rights of any kind throughout the "Orange Tree Service Area" described in the Integration Agreement) which are needed to construct, operate and maintain the -Orange Tree System" (described in the Integration Agreement) owned or possessed by Orange Tree or Developer, as defined herein, whether recorded or unrecorded, which are to be assigned by them and assumed by County in accordance with the Integration Agreement, but only to the extent and area now located within any real property now owned by Orange Tree or Developer within the Orange Tree Service Area where Orange Tree or Developer has installed, affixed, owns or maintains, as of the date of this Assignment, water or wastewater infrastructure which is part of the -Orange Tree System- described in the Integration Agreement lying and which is located outside of the public right-of- way, including but not limited to, easements, rights of ingress and egress, right-of- way utilizations and other access rights for the following comprising a part of the Orange Tree System: lines and pipes, wells, pumps, pipelines, lift stations, pumping and booster stations, power and telemetry lines, telemetry towers, storage facilities, disposal facilities and fire hydrants. Notwithstanding anything to the contrary, the foregoing shall not be deemed to include: (i) any storm water drainage or other easements, rights or interests held by Developer under or used in connection with the storm water management permits for the -Orange Tree PUD Area" (described in the Integration Agreement) or any easements, rights or permits not related to the operation of the Orange Tree System; or (ii) conveyance of ownership of any real or personal property. FILDOCS 7097191 5 12129/16 A-3 Appendix C to Integration Agreement Bill of Sale Prepared by and return to: William C.Garner,Esq. Nabors,Giblin&Nickerson,P.A. 1500 Mahan Drive,Suite 200 Tallahassee,Florida 32308 850)2244070 BILL OF SALE For Water and Sewer System Facilities,Including Concentrate Disposal Facilities on Plant Site) KNOW ALL MEN BY THESE PRESENTS that as of this day of 2017,Orange Tree Utility Co.,a Florida corporation,and Roberto Boht as Successor Trustee of that certain Land Trust Agreement recorded in Official Record Book 1347, page 2331, et. seq., Public Records of Collier County,Florida,for Orangetree Associates(collectively,"Seller"),for the sum of TEN and No/100 Dollars ($10.00) and other good and valuable consideration, paid by Collier County, Florida, a political subdivision of the state of Florida, and the Board of County Commissioners of Collier County,Florida,as the Ex-Officio Governing Board of the Collier County Water-Sewer District("Buyer"),the receipt of which is hereby acknowledged,hereby grants,sells, assigns,and conveys to Buyer,"as is,""where as."and in its present condition,all of its right,title, and interest in and to the tangible (but not intangible)personal property used in connection with the Orange Tree System," as described in the Integration Agreement dated 2017("Integration Agreement"), by and between Seller,Orange Tree Associates and Buyer, excluding the "Excluded Assets" which have been excluded from conveyance or assignment to Buyer under the integration Agreement(the "Utility System"), but otherwise including, but not limited to,the following: a) All water and wastewater treatment plants,including reuse and reclaimed water wells if any),water supplies,wells,fire hydrants,backflow prevention devices,collection,transmission, and distribution system piping, pumping, and effluent and disposal facilities of every kind and description whatsoever that are reasonably necessary for the operation of the Utility System, including,without limitation, the facilities for the on-site disposal of reject water/concentrate from the nano-filtration water treatment process which are located on the"Treatment Plants Site"(defined in the Integration Agreement) as described in Industrial Wastewater Facility Permit No. FLA 397792-004, all trade fixtures, leasehold improvements, lift stations, pumps, generators, controls, tanks, distribution, collection or transmission pipes or facilities, valves, meters, meter assemblies, meter reading devices and associated.software (if any, and to the extent transferrable under (and without breach of) the software license), service connections, and all other physical facilities, appurtenances and property installations used in the operation of the Utility System. b) All as-built surveys and water and wastewater plans,plats,engineering and other drawings, designs, blueprints, plans and specifications, maintenance and operating manuals, engineering reports.calculations and computer studies,utility-related general ledger,utility-related customer records and database of customer accounts,and utility-related information required to be maintained for the Utility System, in each case, controlled by or in the possession of Seller that Frt.00Cs 7097205 4 12129/16 1 relate to the description and operation of the Utility System; c) To the extent that they may be transferred, all existing lawfully required regulatory approvals subject to all conditions, limitations or restrictions contained therein; all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate. expand, and maintain the Utility System according to all governmental requirements; d) The following records existing as of the date of notice of intent to assume ownership of the Utility System was issued by Buyer,to the extent such records are within Seller's possession or control that relate to the operation or maintenance of the Utility System: (i) all information required to be maintained related to the Utility System; (ii) all information provided through the due diligence process: (iii) engineering projects; (iv)electronic and paper map files; (v) plans for engineering projects;(vi) environmental files; (vii)developer viii) daily operations lints; (ix)operations files; (x)any consents or administrative orders; (xi) service and warranty records; (xii) equipment logs,operating guides,and manuals located at each plant;(xiii) customer records and database of customer accounts; (xiv)updated fixed asset list;and(xv)copies of general ledger by plant; and e) All claims and rights of Seller against third parties, whether choate or inchoate, known or unknown, contingent or non-contingent, relating to (i) the Utility System and (ii) including a tacking of time periods of Buyer ownership in addition to Seller ownership time periods for determining any prescriptive easement or adverse possession claim. Seller represents and warrants that it is providing all of its ownership interest in and to the above-referenced property and has removed or provided for the removal of all liens, security interests, or encumbrances, subject to the -Permitted Exceptions" described in the Integration Agreement. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) FTUX)CS 7097205 4 12/29/16 2 IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and entered into as of the day and year first above written. WITNESS: ORANGE TREE UTILITY CO., a Florida corporation /21% 111-&-e._ Print Name: S-rer,P.t4-%G B5 011° cOdui irerto Bollt,President Print Name: tiaA-6„,,I c, 431 I 1— Print Name: .rr-Le_AltAsecexge_ if 012..0-By: Print Name: 471-1 t‹... 0,011+ oberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347. Page 2331, of the Public Records of Collier County, Florida.as amended rrthoes 7 0972 05 4 1 2/29/1 6 3 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201,by Roberto Bollt,as President of Orange Tree Utility Ca,a Florida corporation,on behalf of the corporation,who )( is personally known to me oit—pfedneed, as-identifteation and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: 4:4•, KAOERLY PEARCE 1110PRFON 4446444 e• -16 Vietlif\—A 1 wr CO/A113$041 IF FF VOST1 I I:A WIRE&Jun.kit,SRO , Notary Public Wary PoNt Undowlivn STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_.by Roberto Bollt,as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended, on behalf of the trust, who ci is personally known to me or•produced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires: 4 .A4. ei 1144er s., KIMBERLY PEAICE THOWN 14. MY COWESION t FF le= LAAAVeYk V) noyv\A-ii, MO Ilk 20111 9" 1 '.:2',, 94, IS1 libmiofOry Ratty Pita Urdonollots Notary Public F ILDOCS 7097205 4 12129/16 4 Appendix D to Integration Agreement Assignment and Assumption of Permits and Governmental Approvals ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS THIS ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS (this "Assignment"), is made and entered into this 2.44-V-1 day of. ckv-to 2017, by Orange Tree Utility Co.. a Florida corporation, 4500 Executive Drive, .C:110. Naples, Florida 34119 ("Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, 3339 Tamiami Trail East, Suite 301,Naples Florida 34112 ("Assignee"). WITNESSETH: WHEREAS, Assignor together with Orangetree Associates and its Trustee Developer") has as of this date conveyed to Assignee, certain water and wastewater facilities located in Collier County, as more particularly set forth therein;and WHEREAS, Assignor intends to convey to Assignee, and Assignee intends to accept and assume, subject to the"integration Agreement"described below, all of Assignor's rights and obligations under: (i) all existing lawfully required regulatory approvals subject to all conditions, limitations, or restrictions contained therein; (ii) all existing lawfully required permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, and maintain the "Orange Tree System" described in the Integration Agreement according to all governmental requirements, but, as to all of the foregoing, to the extent they may be transferred and subject to all conditions, limitations, or restrictions contained therein, including but not limited to, the permits identified on Exhibit "A" attached hereto and made a part hereof collectively, the "Permits"); and WHEREAS, Assignor and Assignee wish to provide for the assignment of rights and assumption of duties contained in the Permits. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake, promise and agree for themselves,their permitted successors and assigns as follows: 1. The foregoing recitals are true and correct and are incorporated herein. 2. Assignor hereby conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor in the Permits, to the extent they are transferrable and subject to all conditions, limitations or restrictions contained therein; subject, however, to the FlIDOCS 7097194 5 12/29116 1 terms of that certain Integration Agreement dated 2017, by and between Assignor, Orangetree Associates and Assignee(the"Integration Agreement"). 3. Except to the extent Assignor has not obtained the consent necessary' to effect a transfer of the Industrial Wastewater Facility Permit No. FLA 397792-004 Permit, prior to and including the date of this Assignment, Assignor has complied with all legal requirements applicable to the Permits. Assignee hereby accepts the transfer and assignment of the Permits as set forth in Paragraph 2 herein, and assumes the performance, obligations, duties and liabilities of Assignor under such Permits as of the date hereof. As of the date of this Assignment,Assignor's obligations and responsibilities to act under such Permits shall cease and terminate and Assignor shall have no further liabilities or obligations with respect to the Permits, except for those obligations and responsibilities which accrued prior to the date of this Assignment. 4. Assignor covenants and agrees with Assignee and its successors and assigns that Assignor will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents, as may be reasonably necessary. proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 5. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 6. This Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. 7. If any term or provision of this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 8. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. 9. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent LDOCS 7097194 5 12/29/162 reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) EILLVCS 7097IY4 5 12'291163 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to he duly executed and entered into on the date first above written. ASSIGNOR: zAit, F. 4,t,:-- , A1.7, '- ' Witness Roberto : rt,as President of Orange Tree Utility Co. STE.ViAl\ii C iltik9-4 9— Printed Name Date signed by Seller qAmAttYvtlivi PkiktYliatit" Witness Printed Name FTLDOCS 7097144 5 1129/164 ASSIGNEE: BOARD OF COUNTY CONAOSSIONERS , COLLIER COUNTY, FLORIDA,AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX-OFFIf ,„ GOVERNING BOARD OF THE' , }LLI.ER \,\; COUNTY WATER-SEWER miller i"": BY: Name: PENNY AYLOR Chairman ATTEST: , „. DWIGHT E. BROOK, Clerk BY: bit :,<,is jO 1 - Deputy Cler =;16 ARiii),!,,0 hat - an s' Approve n egality: BY: 4 .._ Jeffrey A,!KI tzkow• County „ i ltor”ey F`TLEXX'S 7097194 5 12/29/16 EXHIBIT"A" PERMITS AND GOVERNMENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water System ID No. 5114085 South Florida Water Management District Water Use Permit No. 11-00419-W WASTEWATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014165 CONCENTRATE DISPOSAL Florida Department of Environmental Protection Industrial Wastewater Facility Permit No. FLA 397792-004 A-1 Fil_DOCS 7097194 5 12/29/16 Appendix E to Integration Agreement List of Excluded Assets APPENDIX E TO INTEGRATION AGREEMENT Excluded Assets List 1 Manhole Ventilator 1 10HP ABS submersible pump 1 5HP Flyght submersible pump 1 2HP ABS submersible pump 1 20HP Motor and 6 MP Storbilt Blower 1 200 gallon Fuel Tank 1 50 gallon Truck mount fuel tank DR 870 Color Mete 1 Myron L Ultrarneter II 1 Grundfos Antiscalant Pump 2 Grundfos Acid Pumps 7 10" Flow Meter 1 30HP Baldor Motor 1 Ford 250 Utility Pick Up Truck 1 25HP Leeson Moto 1 Hach pocket CL2 Meter 1 Oakton PH6 Meter 1 Myron L Conductivity Meter 1 LMI Liquidation DP 5000 1 fax/copier 1 SCUBA Pack 1 5" Franklin Pump 1 5"Grundfos Pump 1 5 HP Franklin Motor 1 20 HP Grundfos Motor Misc Hand Tools 8 5/8 x 3/4" Meters 11 3/4" Backflow 5 1" Meters 2 1" Backflow-- Brass Misc PVC parts Misc Metal parts Zip Flanges Bell Restraints Computers and software The following, which is not a part of the water plant site or owned by Orange Tree: Concentrate transfer pump station with three centrifugal pumps, screen on inlet line to concentrate transfer pump station, rotameter, master irrigation pump station, "re-charge" well lying southerly of Lake 4-1, 16" trunk line and monitoring well, and all assets used or owned by Community Resource Services, Inc. CRS") to provide irrigation service to the property identified in the Irrigation Water Service Agreement between CRS and D.R. Horton, Inc. dated September 14, 2005, including all property conveyed to CRS thereunder FTLWOCS 71541711 12/29/16 Appendix F to Integration Agreement Lines Used by Orange Tree With No Bill of Sale APPENDIX F TO INTEGRATION AGREEMENT 1. A portion of the underground"water transmission line" for the Orange Tree wastewater plant, running from the well located in the northwesterly portion of the plan, may lie outside of the northerly boundary of the plant, as disclosed on the ALTA/NSPS Land Title Survey prepared by Rhodes & Rhodes Land Surveying dated November 9, 2016, project 2016-1107. 2. The utility service lines for the newly-constructed Publix store with retail storefronts located in Shoppes at Orangetree have not been turned over to Orange Tree nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements. 3. The utility service lines for the newly-constructed clubhouse facility for Orange Blossom Ranch PUD have not been turned over to Orange Tree nor placed in service as of 12/19/16.Understand that lines were constructed within platted utility easements FILDOCS 7198046 2 12129/16 Appendix G to Integration Agreement Transfer, Assignment and Assumption Agreement Prepared by and return to: William C.Garner,Esq Nabors.Giblin&Nickerson,P,A 1500 Mahan Drive.Suite 200 Tallahassee.Florida 32308 850)224-4070 TRANSFER,ASSIGNMENT AND ASSUMPTION AGREEMENT THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment"), is made and entered into this244-iday 2017, by Orange Tree Utility Co., a Florida corporation. 4500 Executive Drive, No. 110, %pies, Florida 34119 and Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended (collectively, the "Assignor ) and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida. as the Ex-Officio Governing Board of the Collier County Water-Sewer District, 3339 Tamiami Trail East. Suite 301, Naples Florida 34112("Assignee"). WITNESSETH: WHEREAS, Assignor, together with Orangetree Associates and its Trustee Developer"), has as of this date, pursuant to the "Integration Agreement" described below, conveyed, to Assignee. certain water and wastewater facilities comprising the "Orange Tree System" as described in the Integration Agreement, located in Collier County, as more particularly set forth therein; and WHEREAS, the water and wastewater facilities owned by Assignor and intended to be conveyed to Assignee include the rights of Assignor under all agreements which are assumed by Assignee including those certain agreements identified on Exhibit"A" attached hereto and made a part hereof(the"Transferred Agreements"); and WHEREAS. Assignor and Assignee wish to provide for the assignment of rights and duties contained in the Transferred Agreements. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake, promise and agree for themselves, their permitted successors and assigns as follows: 1. The foregoing recitals are true and correct and are incorporated herein. On and after the date of this Assignment, Assignee will assume, in accordance with the Integration FT1 DOCS 7097190 5 12/29/16 Agreement, the obligation and responsibility to provide water and wastewater service as a governmentally owned and controlled service provider within the areas previously served by Assignor. 2. Assignor hereby transfers, assigns and conveys to Assignee all of its rights, remedies, powers, title or interest in the Orange Tree System, including any rights, remedies, powers,title or interest arising by virtue of any franchise or certificate of authorization granted to Orange Tree or arising by virtue of Assignee's assumption of the ownership, operation and control of the Orange Tree System; and all of Assignor's rights, privileges, easements, licenses, prescriptive rights, rights of way, rights to use of public and private roads, highways, streets, railroads, or other areas owned or used by Assignor in connection with the construction., reconstruction, installation,expansion,maintenance and operation of the Orange Tree System. 3. Assignor hereby conveys and assigns unto Assignee all right, title and interest of Assignor in the l ransferred Agreements, together with all other related recorded or unrecorded rights, privileges, agreements, development credits, if any, and any other rights in connection with the construction, reconstruction. expansion, and development of the water and wastewater facilities, subject, however, to the rights of Assignor described in that certain Integration Agreement dated v,<X3rt--A 2-14 2017, by and between Assignor and Assignee (the "Integration Agreement"). 4. Assignee hereby accepts the transfer and assignment of the rights, remedies, powers, title and interests as set forth in Paragraph 2 herein (the "Rights") and the Transferred Agreements as set forth in Paragraph 3 herein, and assumes the performance, obligations, and duties under such Rights and such Transferred Agreements as of the date hereof. Assignor shall have no liability or obligation with respect to the Rights or the Transferred Agreements after the date hereof. other than that attributable to the period prior to the date of this Assignment. 5. Assignor covenants and agrees to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents, as may be reasonably necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 6. This Assignment shall inure to the benefit of andbe binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 7. This Assignment shall be governed in all respects, whether as to validity, construction. capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. Fumes 7097190 5 12129/16 2 8. If any term or provision of this Assignment shall,to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall be construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 9. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original,but all of which shall constitute one and the same Assignment. 10. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. In the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. SIGNATURE PAGES FOLLOW) FTWOCS 7097190 5 12129/16 3 IN WITNESS WHEREOF.Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. ASSIGNOR: WITNESS: ORANGE TREE UTILITY CO., a Florida corporation, 71,2a)A-i Print Name: SrePlArr3ie. g ; C410-4C9 f".12-(21-111 oberto Both, 'resident Print Name: Nitka.,1 C. I.1112 14: Print Name:'Stec k mA4-14-t-r2-- oberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement jah21A g691-0-dated January 27. 1986, as recorded in Print Name: k\I eki-cu D O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended 171,DOCS 1097190 5 12/29'16 4 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_. by Roberto BoIlt. as President of Orange Tree Utility Co., a Florida corporation, on behalf of the corporation, who lk„ is personally known to me or i', “."4 as--idenfificatian and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Comm I sAqtitcc,A x10 WAXY PEARCEROCAINTON f..;1*A. \;:'.1 MY COMMISSION t PF pease3 VAMALViakil .TIALTAIV-- 1- ::: W DmEtutsvat zols e,hp, Etacild Iln Notiq Put&Urtisradery Notary'Public STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_, by Roberto Boll as Successor Trustee pursuant to that Land Trust Agreement dated January 27. 1986, as recorded in O.R. Book 1347, Page 2331. of the Public Records of Collier County, Florida, as amended, on behalf of the trust, who t< is personally known to me co--Traduced as identification and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Commission Expires:ICA/Jr/1,11 .-11Ntnt4131,-•— Notary Public OM", KISSERLY PEARCE ThOtANIC14 ti.A.-qiil MY COMItSSON I IT* Tr..i 1 w vont Jule 711,2019 VZF.0.0.'' Barad 71vv Whey Mti Urtorwitors FTWOCS 7097190 5 12.129116 5 Z ASSIGNEEE: BOARD OF COUNTY COMMISOONERS COLLIER COUNTY, FLORIDA.A'S TI JE -- GOVERNING BODY OF(coLpER COUNTY AND THE EX-OFFICIO GOVE-OrNG BOARD OF THE COLLIER COUNTY VVATER-SEWER DISTRICT 6 4,, - .,,,.iiJi,1:11%1:11. e1 BY 1r ,,Name: P DI TAYLO 1,,• Chairman ATTEST: InVIGHT E. BV.031K., Clerk BY: Deputy cle}: IIP keitIi;s ai ian \ • f Appros, c-u' illi and legality: i BY: Waft, Jeffrey A.1( 1fr' ow County A for ey i 1-11 DOCS 1097190 5 11'29/16 6 EXHIBIT"A" TRANSFERRED AGREEMENTS 1. That certain Developer Agreement,dated April 2. 2002, by and between Beazer Homes, Inc., and Orange Tree Utility Co. 2. That certain Developer Agreement, dated June 17, 1999, by and between Collier County School Board and Orange Tree Utility Co. (Elementary School) 3. That certain Developer Agreement, dated June 17. 1999, by and between Collier County School Board and Orange Tree Utility Co. (Middle School) 4. That certain Developer Agreement. dated October 8, 2003, by and between the District School Board of Collier County and Orange Tree Utility Co. (High School) 5. That certain Developer Agreement, dated August 2, 2004, by and between D.R. Horton. Inc., and Orange Tree Utility Co. 6. That certain Developer Agreement, dated December 20, 1993, by and between Naples Orangetree Ltd.. and Orange Tree Utility Co. 7. That certain Developer Agreement, dated August 15, 1994. by and between Naples Orangetree, Ltd.,and Visual Entertainment, Inc., and Orange Tree Utility Co. 8. That certain Developer Agreement, dated April 19, 2006, by and between Pulte Home Corporation and Orange Tree Utility Co. recorded in Official Records Book 4062, Page 3050 of the Public Records of Collier County,Florida. 9. That certain Refundable Advance Agreement, dated April 19. 2006, by and between Pulte Homes, Inc., and Orange Tree Utility Co. 10. That certain First Amended Refundable Advance Agreement, dated October 20, 2006, by and between Pulte Homes Corporation and Orange Tree Utility Co. 11. That certain First Amendment of the Developer Agreement, dated February 14, 2007, between Orange Tree Utility Co. and Pulte Home Corporation, amending the Developer's Agreements between the parties executed on April 19.2006. 12, That certain Agreement, dated November 20, 2001. by and between Resource Conservation Properties, Inc. and Orange Tree Utility Co. 13. That certain Second Amendment to Agreement, dated August 4, 1998, by and between Roberto Bollt, successor trustee, and Orange Tree Utility Company, Twin Eagles Development Company, Ltd.. and the Board of County Commissioners of Collier County the A-I FTLDOCS 7097190 5 12/29/16 4111111W Governing Board and as Ex-Officio the Governing Board of the Collier County Water-Sewer District, recorded in Official Records Book 2449. Page 0430 of the Public Records of Collier County. Florida. 14. That certain Developer Agreement. dated November 28, 2006, by and between The Estates at Twineagles, Ltd.. and Orange Tree Utility Co. recorded in Official Records Book 4167, Page 0897 of the Public Records of Collier County, Florida. 15. That certain Refundable Advance Agreement, dated November 28. 2006, by and between The Estates at Twineagles, Ltd., and Orange Tree Utility Co. 16, That certain Assignment and Assumption of Development Agreements. dated September 15, 2010, by and among The Estates at Twineagles, Ltd., as assignor, Twineagles Developments Agr, L.L.C., as assignee. and Orange Tree Utility Co., as service company. 17. That certain Developer Agreement, dated January 26, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 18. That certain Developer Agreement. dated July 27, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 19. That certain Developer Agreement, dated August 4, 1996, by and between Waterways Joint Venture and Orange Tree Utility Co. 20. That certain Developer Agreement, dated March 3, 1999, by and between Waterways Joint Venture II and Orange Tree Utility Co. 21. That certain Refundable Advance Agreement, dated January 21. 2002, by and between Waterways Joint Venture 11 and Orange Tree Utility Co. 22. That certain Developer's Agreement, dated April 4, 2001, by and between Waterways Joint Venture III and Orange Tree Utility Co. 23. That certain Developer's Agreement, last dated September 7,2016,by and between RP Orange Blossom Owner, LLC and Orange Tree Utility Co. A-2 FTLDOCS 7097190 5 12/29/16 Appendix H to Integration Agreement Escrow Agreement for Closing Documents ESCROW AGREEMENT FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENT FOR CLOSING DOCUMENTS ("Escrow Agreement"), made and entered into thisZ4k--Viclay of January, 2017, by and among the Board of County Commissioners of Collier County, Florida, and as the Ex-Officio Governing Board of the Collier County Water-Sewer District ("County"). Orange Tree Utility Co. Orange Tree"), Orangetree Associates and Roberto Bolit, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended (collectively 'Developer"), and Cheffy Passidomo, P.A.("Escrow Agent"). RECITATIONS: WHEREAS, the parties aye entered into an Integration Agreement (tlic Agreement")dated <3,,r.ucp.v- . 7- 2017;and WHEREAS. pursuant to the Integration Agreement, Orange Tree, Developer and the County have agreed to deposit in escrow with the Escrow Agent the closing documents listed in Appendix -A" (-Escrow Documents"), to be held and delivered in accordance with the terms and conditions set forth herein; and WHEREAS, the Escrow Agent is agreeable to act as escrow agent without compensation under this Escrow Agreement and to deliver the Escrow Documents in accordance with the terms and conditions hereinafter set forth; NOV, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows: 1. The foregoing recitations are true,correct and incorporated herein by reference. 2. The parties hereby appoint R. Bruce Anderson, Esq., of Cheffy Passidomo, P.A. with a mailing address of 821 5th Avenue South, Naples, FL 34102, as the Escrow Agent hereunder to receive, hold and deliver the Escrow Documents and to otherwise perform the duties of the Escrow Agent hereunder. 3. The parties herewith deposit the Escrow Documents with the Escrow Agent. The Escrow Agent shall hold and deliver the Escrow Documents in accordance with the terms and conditions of this Escrow Agreement. The parties agree that the Escrow Documents shall be delivered in accordance with this Escrow Agreement. 4. The Escrow Agent shall deliver the Escrow Documents to the County, upon receipt by the Escrow Agent of'written confirmation from each party to this Escrow Agreement affirming that such party agrees and asserts that the requirements identified for closing in the Integration Agreement have been met, and that the Escrow Documents may be released from escrow. Unless all of the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received 171,DOCS 6897150 5 12130/16 1 such written confirmation from the County, Orange Tree, and Developer by 5:00 p.m. local time in Collier County, Florida, on 1.-Ao,),--dc. 2017. the Escrow Agent shall promptly return the Escrow Documents to the party who signed them (i.e.. the County, Orange Tree or Developer, as applicable), and the Escrow Agent shall have no further responsibility or liability for the Escrow Documents. 5. The Escrow Agent executes this Escrow Agreement solely for the purpose of accepting the Escrow Documents on the terms and conditions set forth herein. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. The County, Orange Tree, and Developer release the Escrow Agent from all liability (except as otherwise provided in this Agreement) for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission (other than Escrow Agent's or its agents', partners' or employees' willful misconduct or gross negligence) by the Escrow Agent or any of its agents, partners. or employees who in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers. privileges, or direction conferred on the Escrow Agent by this Escrow Agreement, except for willful misconduct, gross negligence, or tortious conversion of or with respect to its duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder. The duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Escrow Agreement, and this Escrow Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations. 6. if a controversy arises before, during,or after the term of this Escrow Agreement with respect to the Escrow Documents, the Escrow Agent may do either or both of the following: (a) withhold further performance by it under the escrow instructions set forth in this Escrow Agreement until the controversy is resolved to its reasonable satisfaction, or (b) commence or defend any action or proceeding for or in the nature of interpleader. If a suit or proceeding for or in the nature of interpleader is brought by or against it,the Escrow Agent may deliver all Escrow Documents held by it under this Escrow Agreement into the registry of the court and thereupon will be released and discharged from all further obligations and responsibilities under this Escrow Agreement. 7. Except for willful misconduct, gross negligence, or tortious conversion with respect to Escrow Agent's duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder, the parties shall equally indemnify the Escrow Agent and hold it harmless, upon demand, from all cost, loss,damage, expense, and liability(including reasonable legal fees and expenses) suffered or incurred by it in connection with, or arising out of, the escrow under this Escrow Agreement, including any attributable to a suit or proceeding for or in the nature of interpleader brought by or against the Escrow Agent. 8, This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. No modification or amendment to this Escrow Agreement shall be valid unless reduced to writing and signed by the parties hereto. 9. Except as expressly set forth in this Escrow Agreement, nothing herein shall amend. F IIDOCS 6S971504 12/29/16 supplement or otherwise modify the Integration Agreement, which shall remain in full force and effect. 10. This Escrow Agreement may be executed in counterparts, any one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original. The remainder of this page left intentionally blank.] FTLDOCS 6897150 4 12J29/16 3 IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be duly executed and entered into on the date first above written. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AND AS THE EX- OFFICIO GOVERNING BOARD OF' THE COLLIER COUNTY WATER- SEWER DISTRICT e r Byd J•:, ,,,w.,' Penny Taylor,C /man ORANGE TREE UTILITY CO., a Florida corporation 11Appr .,, as I f 6 and legality r t II v• ...„,04 .404r.„,„„„iiir so" 4 Jeffrey A. Klat1 ko ,County Attorney R rrto Bollt„ Presid ORANGETREE ASSOCIATES, a Florida General Partnership (f/k/a Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partner 2 r- SEAL) By. le" erto Bollt, President By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner 2" IO-berto Bollt. President 1-11DOCS 6897150 4 1129 16 4 EXHIBIT"A" PERMITS AND GOVERNMENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water System ID No, 5114085 South Florida Water Management District Water Use Permit No. 11-00419-W WASTEWATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014165 CONCENTRATE DISPOSAL Florida Department of Environmental Protection Industrial Wastewater Facility Permit No, FLA 397792-004 A-1 FTWOCS 7097194 5 12129/16 Appendix E to Integration Agreement List of Excluded Assets APPENDIX E TO INTEGRATION AGREEMENT Excluded Assets List 1 Manhole Ventilator 1 10HP ABS submersible pump 1 5HP Flyght submersible pump 1 2HP ABS submersible pump 1 20HP Motor and 6 MP Storbilt Blower 1 200 gallon Fuel Tank 1 50 gallon Truck mount fuel tank DR 870 Color Mete 1 Myron L Ultrameter II 1 Grundfos Antiscalant Pump 2 Grundfos Acid Pumps 1 10" Flow Meter 1 30HP Baldor Motor 1 Ford 250 Utility Pick Up Truck 1 25HP Leeson Moto 1 Hach pocket CL2 Meter 1 Oakton PH6 Meter 1 Myron L Conductivity Meter 1 LMI Liquidation DP 5000 1 fax/copier 1 SCUBA Pack 1 5" Franklin Pump 1 5" Grundfos Pump 1 5 HP Franklin Motor 1 20 HP Grundfos Motor Misc Hand Tools 8 5/8 x 3/4" Meters 11 3/4" Backflow 5 1" Meters 2 1" Backflow—Brass Misc PVC parts Misc Metal parts Zip Flanges Bell Restraints Computers and software The following, which is not a part of the water plant site or owned by Orange Tree: Concentrate transfer pump station with three centrifugal pumps, screen on inlet line to concentrate transfer pump station, rotameter, master irrigation pump station, "re-charge" well lying southerly of Lake 4-1, 16" trunk line and monitoring well, and all assets used or owned by Community Resource Services, Inc. CRS') to provide irrigation service to the property identified in the Irrigation Water Service Agreement between CRS and D.R. Horton, Inc. dated September 14, 2005, including all property conveyed to CRS thereunder FIWOCS 7154171 1 12/29/15 Appendix F to Integration Agreement Lines Used by Orange Tree With No Bill of Sale APPENDIX F TO INTEGRATION AGREEMENT 1. A portion of the underground "water transmission line" for the Orange Tree wastewater plant, running from the well located in the northwesterly portion of the plan, may lie outside of the northerly boundary of the plant, as disclosed on the ALTAINSPS Land Title Survey prepared by Rhodes & Rhodes Land Surveying dated November 9, 2016, project 2016-1107. 2, The utility service lines for the newly-constructed Publix store with retail storefronts located in Shoppes at Orangetree have not been turned over to Orange Tree nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements. 3. The utility service lines for the newly-constructed clubhouse facility for Orange Blossom Ranch PUD have not been turned over to Orange Tree nor placed in service as of 12/19/16. Understand that lines were constructed within platted utility easements FTLDOCS 7198046 2 12129/16 Appendix G to Integration Agreement Transfer, Assignment and Assumption Agreement Prepared by and return to: William C.Garner.Esq. Nabors.Giblin&Nickerson,P.A. 1500 Mahan Drive.Suite 200 Tallahassee.Florida 32308 850)224-4070 TRANSFER,ASSIGNMENT AND ASSUMPTION AGREEMENT THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment"), is made and entered into this24-4-tday afw rtc o, 2017, by Orange Tree Utility Co., a Florida corporation. 4500 Executive Drive, No. 110, Naples, Florida 34119 and Roberto Both, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended (collectively, the "Assignor") and Collier County, a political subdivision of the State of Florida, and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, 3339 Tamiami Trail East. Suite 301,Naples Florida 34112 ("Assignee"), WITNESSETH: WHEREAS, Assignor, together with Orangetree Associates and its Trustee Developer""), has as of this date, pursuant to the "Integration Agreement" described below, conveyed, to Assignee, certain water and wastewater facilities comprising the "Orange Tree System- as described in the Integration Agreement, located in Collier County, as more particularly set forth therein;. and WHEREAS, the water and wastewater facilities owned by Assignor and intended to be conveyed to Assignee include the rights of Assignor under all agreements which are assumed by Assignee including those certain agreements identified on Exhibit"A"attached hereto and made a part hereof(the"Transferred Agreements"); and WHEREAS, Assignor and Assignee wish to provide for the assignment of rights and duties contained in the Transferred Agreements. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and agreements contained herein, together with $10.00, and other good and valuable consideration exchanged between the parties, the parties do undertake. promise and agree for themselves,their permitted successors and assigns as follows: 1. The foregoing recitals are true and correct and are incorporated herein. On and after the date of this Assignment, Assignee will assume, in accordance with the Integration FILDOCS 7097190 5 12/29116 1 Agreement, the obligation and responsibility to provide water and wastewater service as a governmentally owned and controlled service provider within the areas previously served by Assignor. 2. Assignor hereby transfers, assigns and conveys to Assignee all of its rights, remedies, powers, title or interest in the Orange Tree System, including any rights, remedies, powers, title or interest arising by virtue of any franchise or certificate of authorization granted to Orange Tree or arising by virtue of Assignee's assumption of the ownership, operation and control of the Orange Tree System; and all of Assignor's rights, privileges, easements, licenses, prescriptive rights, rights of way, rights to use of public and private roads, highways, streets, railroads, or other areas owned or used by Assignor in connection with the construction, reconstruction, installation,expansion,maintenance and operation of the Orange Tree System. 3. Assignor hereby conveys and assigns unto Assignee all right, title and interest of Assignor in the I ransferred Agreements, together with all other related recorded or unrecorded rights, privileges, agreements, development credits, if any, and any other rights in connection with the construction, reconstruction, expansion, and development of the water and wastewater facilities, subject, however, to the rights of Assignor described in that certain Integration Agreement dated 2-1A 2017, by and between Assignor and Assignee (the"Integration Agreerhenr). 4. Assignee hereby accepts the transfer and assignment of the rights, remedies, powers. title and interests as set forth in Paragraph 2 herein (the "Rights") and the Transferred Agreements as set forth in Paragraph 3 herein, and assumes the performance, obligations, and duties under such Rights and such Transferred Agreements as of the date hereof. Assignor shall have no liability or obligation with respect to the Rights or the Transferred Agreements after the date hereof, other than that attributable to the period prior to the date of this Assignment. 5. Assignor covenants and agrees to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents, as may be reasonably necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. 6. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their successors and assigns. This Assignment is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 7. This Assignment shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to contracts made and to be performed within that state. Nothing herein shall be construed to waive any defense of sovereign immunity that Assignee may be lawfully entitled to assert under applicable Florida law. FTLDOCS 7097190 5 12/29/16 8. if any term or provision or this Assignment shall, to any extent or for any reason, be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected thereby and shall he construed as if such invalid or unenforceable provision had never been contained herein or been applicable in such circumstances. 9. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Assignment. 10. The terms and provisions of the Integration Agreement are incorporated herein by reference and this Assignment supplements the Integration Agreement. in the event of any conflict or inconsistency between the Integration Agreement and the provisions set forth therein, and those provisions which are set forth in this Assignment, the documents shall, to the extent reasonably possible, be interpreted as having been intended to be read together and to be consistent with one another. SIGNATURE PAGES FOLLOW, moors 7097190 5 1Z129/16 3 IN WITNESS WHEREOF.Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. ASSIGNOR: WITNESS: ORANGE TREE UTILITY CO., a Florida corporation,7'1/7C,A.,27- Print Name: STSVA-s4 owt‘e-v-ef--- B : / clicucwoberto Banc resident Print Name: Ntt4--1Jt 1 . 1 I I- 6;Z/fir Print Name;STec14-1-4 E AAA4-V-Z1L- oberto Both, as Successor Trustee pursuant to that Land Trust Agreement41laft12_(.k gefi–Lt)— dated January 27. 1986, as recorded in Print Name: Nek+cu le, O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida, as amended FT!DM 7097190 5 12,129f 16 4 STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201_. by Roberto Bollt, as President of Orange Tree Utility Co., a Florida corporation, on behalf of the corporation, who v, is personally known to me or pfelueed------- as—dentifwation and who acknowledged to and before me that he executed the same freely and voluntarily for the purposes therein expressed. My Comni s' f. •l• xiAriVpatikaty MICE NORARD/4 Cr ,... ,A in-COMMISSION i FF SIMS VAAAA 61/titi‘Q•1-110MYV--1:7; ii.e' o.,:', EXPIRES:.AS It 2110111 tIceirt Pub&IAltiririm Notary Public STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 201, by Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County. Florida, as amended, on behalf of the trust, who t4. is personally known to me or puduced as identification and who acknowledged to and before me that he executed the same freely andvoluntarilyforthepurposesthereinexpressed. My Commission Expires;_.., Notary PublicKaiSERLYPEARCEMAIMS0... 4,..,,11 .11. 41 MY 0010.41SSIM'fl 0831583 1,4 ': 4.' Beatnt Julia,Aly..:do-..d WO," tioncird Ihru Notary Pubic Um:little*. FILDOCS 7097190 5 12/29116 5 ASSIGNEEE: 1 . BOARD OF COUNTY COMMIS; -(2-IRS COLLIER COUNTY, FLORIDA.A Tilt - GOVERNING BODY OE COLEIIvR COUNTY AND THE EX-OFFICIO GOVGII'NG BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT 1.//co. r n ( rr >>\ ajaJ• ; t,,,101:10\ LA BY: 4: F _ Name: P TAYLO•I Chairman ATTEST; DWIGHT E. BROCK. Clerk BY: 0-1 l Deputy Cele W Attest,:s al • sianApprovea 't ' "f and Ieghity: BY: awJeffrey ,,I(11, -ow County A tor,ey Ell DOC'S 7(197190 j 12'?Q/16 6 EXHIBIT"A" TRANSFERRED AGREEMENTS 1. That certain Developer Agreement.dated April 2, 2002,by and between Beazer Homes, Inc., and Orange Tree Utility Co. 2. That certain Developer Agreement, dated June 17, 1999, by and between Collier County School Board and Orange Tree Utility Co. (Elementary School) 3. That certain Developer Agreement, dated June 17. 1999, by and between Collier County School Board and Orange Tree Utility Co. (Middle School) 4. That certain Developer Agreement. dated October 8, 2003, by and between the District School Board of Collier County and Orange Tree Utility Co. (High School) 5. That certain Developer Agreement,dated August 2, 2004, by and between D.R. Horton, Inc., and Orange Tree Utility Co. 6. That certain Developer Agreement, dated December 20, 1993, by and between Naples Orangetree Ltd.. and Orange Tree Utility Co. 7. That certain Developer Agreement, dated August 15, 1994, by and between Naples Orangetree, Lid.,and Visual Entertainment, Inc., and Orange Tree Utility Co. 8. That certain Developer Agreement, dated April 19, 2006, by and between Pulte Home Corporation and Orange Tree Utility Co. recorded in Official Records Book 4062,Page 3050 of the Public Records of Collier County,Florida. 9. That certain Refundable Advance Agreement, dated April 19. 2006, by and between Pulte Homes,Inc., and Orange Tree Utility Co. 10. That certain First Amended Refundable Advance Agreement, dated October 20, 2006, by and between Pulte Homes Corporation and Orange Tree Utility Co. 11. That certain First Amendment of the Developer Agreement, dated February 14, 2007, between Orange Tree Utility Co. and Pulte Home Corporation, amending the Developer's Agreements between the parties executed on April 19.2006. 12. That certain Agreement, dated November 20, 2001. by and between Resource Conservation Properties, Inc. and Orange Tree Utility Co. 13. That certain Second Amendment to Agreement, dated August 4, 1998, by and between Roberto Both, successor trustee, and Orange Tree Utility Company, Twin Eagles Development Company, Ltd.. and the Board of County Commissioners of Collier County the A-1 FTGDOCS 7097190$ 12/29/16 Governing Board and as Ex-Officio the Governing Board of the Collier County Water-Sewer District, recorded in Official Records Book 2449, Page 0430 of the Public Records of Collier County. Florida. 14. That certain Developer Agreement, dated November 28, 2006, by and between The Estates at Twineagles. Ltd.. and Orange Tree Utility Co. recorded in Official Records Book 4167, Page 0897 of the Public Records of Collier County, Florida. 15. That certain Refundable Advance Agreement, dated November 28, 2006, by and between The Estates at Twineagles, Ltd., and Orange Tree Utility Co. 16. That certain Assignment and Assumption of Development Agreements, dated September 15, 2010, by and among The Estates at Twineagles, Ltd., as assignor, Twineagles Developments Agr, L.L.C., as assignee. and Orange Tree Utility Co., as service company. 17. That certain Developer Agreement, dated January 26, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 18. That certain Developer Agreement. dated July 27, 1998, by and between Waterways Joint Venture and Orange Tree Utility Co. 19. That certain Developer Agreement, dated August 4, 1996, by and between Waterways Joint Venture and Orange Tree Utility Co. 20. That certain Developer Agreement, dated March 3, 1999, by and between Waterways Joint Venture II and Orange Tree Utility Co. 21. That certain Refundable Advance Agreement, dated January 21. 2002. by and between Waterways Joint Venture 11 and Orange Tree Utility Co. 22. That certain Developer's Agreement, dated April 4, 2001, by and between Waterways Joint Venture III and Orange Tree Utility Co. 23. That certain Developer's Agreement, last dated September 7,2016,by and between RP Orange Blossom Owner,LLC and Orange Tree Utility Co. A-2 FTLDOCS 7097190 5 12/29/16 Appendix H to Integration Agreement Escrow Agreement for Closing Documents ESCROW AGREEMENT FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENT FOR CLOSING DOCUMENTS ("Escrow Agreement"), made and entered into thisZ4-t-kiday of January, 2017, by and among the Board of' County Commissioners of Collier County, Florida, and as the Ex-Officio Governing Board of the Collier County Water-Sewer District ("County"), Orange Tree Utility Co. Orange Tree"). Orangetree Associates and Roberto Bollt, as Successor Trustee pursuant to that Land Trust Agreement dated January 27, 1986, as recorded in O.R. Book 1347, Page 2331, of the Public Records of Collier County, Florida. as amended (collectively "Developer"), and Cheffy Passidamo, P.A. ("Escrow Agent"). RECITATIONS: WHEREAS, the parties4aveentered into an Integration Agreement (the "Iiitegtatiun Agreement")dated ,t3.r.0 cm*,se-% l. . 2017;and WHEREAS, pursuant to the Integration Agreement, Orange Tree, Developer and the County have agreed to deposit in escrow with the Escrow Agent the closing documents listed in Appendix "A" ("Escrow Documents"), to he held and delivered in accordance with the terms and conditions set forth herein;and WHEREAS, the Escrow Agent is agreeable to act as escrow agent without compensation under this Escrow Agreement and to deliver the Escrow Documents in accordance with the terms and conditions hereinafter set forth; NOW, THEREFORE. in consideration of the mutual covenants and promises set forth below, the parties agree as follows: 1. The foregoing recitations are true, correct and incorporated herein by reference. 2. The parties hereby appoint R. Bruce Anderson, Esq., of Cheffy Passidomo, P.A. with a mailing address of 821 5th Avenue South, Naples, FL 34102, as the Escrow Agent hereunder to receive, hold and deliver the Escrow Documents and to otherwise perform the duties of the Escrow Agent hereunder. 3. The parties herewith deposit the Escrow Documents with the Escrow Agent. The Escrow Agent shall hold and deliver the Escrow Documents in accordance with the terms and conditions of this Escrow Agreement. The parties agree that the Escrow Documents shall be delivered in accordance with this Escrow Agreement, 4. The Escrow Agent shall deliver the Escrow Documents to the County, upon receipt by the Escrow Agent of written confirmation from each party to this Escrow Agreement affirming that such party agrees and asserts that the requirements identified for closing in the Integration Agreement have been met, and that the Escrow Documents may be released from escrow. Unless all of the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received FILDOCS 6897150 5 12'30/16 1 such written confirmation from the County. Orange Tree, and Developer by 5:00 p.m. local time in Collier County, Florida, on \-Acky-drk 2017. the Escrow Agent shall promptly return the Escrow Documents to the party who signed them (i.e.. the County, Orange Tree or Developer, as applicable), and the Escrow Agent shall have no further responsibility or liability for the Escrow Documents. 5. The Escrow Agent executes this Escrow Agreement solely for the purpose of accepting the Escrow Documents on the terms and conditions set forth herein. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. The County, Orange Tree, and Developer release the Escrow Agent from all. liability (except as otherwise provided in this Agreement) for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission (other than Escrow Agent's or its agents', partners' or employees' willful misconduct or gross negligence) by the Escrow Agent or any of its agents, partners. or employees who in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers. privileges, or direction conferred on the Escrow Agent by this Escrow Agreement. except for willful misconduct, gross negligence, or tortious conversion of or with respect to its duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder. The duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Escrow Agreement. and this Escrow Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations. 6. If a controversy arises before, during,or after the term of this Escrow Agreement with respect to the Escrow Documents, the Escrow Agent may do either or both of the following: (a) withhold further performance by it under the escrow instructions set forth in this Escrow Agreement until the controversy is resolved to its reasonable satisfaction, or (b) commence or defend any action or proceeding for or in the nature of interpleader. If a suit or proceeding for or in the nature of interpleader is brought by or against it, the Escrow Agent may deliver all Escrow Documents held by it under this Escrow Agreement into the registry of the court and thereupon will be released and discharged from all further obligations and responsibilities under this Escrow Agreement. 7. Except for willful misconduct, gross negligence, or tortious conversion with respect to Escrow Agent's duties described in this Agreement or with respect to any Escrow Documents delivered to the Escrow Agent hereunder, the parties shall equally indemnify the Escrow Agent and hold it harmless, upon demand, from all cost, loss, damage, expense, and liability (including reasonable legal fees and expenses) suffered or incurred by it in connection with, or arising out of, the escrow under this Escrow Agreement, including any attributable to a suit or proceeding for or in the nature of interpleader brought by or against the Escrow Agent. 8. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. No modification or amendment to this Escrow Agreement shall be valid unless reduced to writing and signed by the parties hereto. 9. Except as expressly set forth in this Escrow Agreement, nothing herein shall amend. FILDOCS 6897150 4 12129/16 supplement or otherwise modify the Integration Agreement, which shall remain in full force and effect. 10, This Escrow Agreement may be executed in counterparts, any one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original. The remainder of this page left intentionally blank.] FTLDOCS 6897150 4 12/29;16 3 ASSIGNEE: BOARD OF COUNTY CONfAISSIoNERS , COLLIER COUNTY, FLOItIIIA,AS TI-IE GOVERNING BODY OF C6Lt4ER COUNTY AND THE EX-OF*19) • GOVERNING BOARD OF TiltOLLIER COUNTY WATER-SEWER.DISTIiitTI"''''' BY: Name: PENNY , +R Chairman ATTEST: DWIGHT E. BROCK, Clerk BY: bA,Lt • ;,v,,,d_ 0,C Deputy Cler hal ans'A ; .t o s Approveilulna-regality: 410 l' titBY: Jeffrey A. KI tzkow County Attor ey I FTLDOCS 7097194 5 12129/165 ASSIGNEE: BOARD OF COUNTY CONWISSIONERS , COLLIER COUNTY, FLOWDA„AS THE GOVERNING BODY OF C( LLIER COUNTY AND THE EX-OFF:06 GOVERNING BOARD OF THtcOLLIER COUNTY WATER-SEWER Disniter""''". BY: Name: PENNY AYLO+ Chairman ATTESTS DWIGHT-E. BROCK, Clerk BY: eiV•titt ; 4,,,d1 0 i Deputy Cler AIai.9 hal as' i.tijApprov%A „,+, , . i egality. 44 i :1411i BY:lip..... Jeffrey A1 Kittow County\\to ey FTLIX)CS 709'7194 5 12129/165 ROBERTO BOLLT >'`? By:41. 1rt RobeP ollt,as Successor Trustee of the and Trust Agreement dated January 27, 1986,recorded at the Official Records Book 1347,Page 2331,and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827 of the Public Records of Collier County. Florida CHEFFY PASSIDOiMO,P.A. By: R. Bruce Anderson, Its FTLDOCS 6897150 4 12/29116 5 Appendix"A" Closing Documents to be Deposited with the Escrow Agent by Orange Tree Utility Co.,and Collier County: ASSIGNMENT AND ASSUMPTION OF EASEMENTS by Orange Tree Utility Co.. and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District. ASSIGNMENT AND ASSUMPTION OF PERMITS AND GOVERNMENTAL APPROVALS by Orange Tree Utility Co. and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District. TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT by Orange Trec Utility Co. and Roberto Bollt, Successor Trustee, and Collier County and the Board of County Commissioners of Collier County. Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District. FILIYX`S 6897150 4 12/20/16 Closing Documents to be Deposited with the Escrow Agent by Orangetree Associates and Roberto Bat: GENERAL WARRANTY DEED (Utility Site) by Roberto Bollt as Successor Trustee. as Grantor. and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District, as Grantee. GENERAL WARRANTY DEED (Lift Station Sites) by Roberto Bolit as Successor Trustee, as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida. as the Ex-Officio Governing Board of the Collier County Water-Sewer District.as Grantee. GENERAL WARRANTY DEED (Two Potable Well Sites) by Roberto Bolit as Successor Trustee. as Grantor, and Collier County and the Board of County Commissioners of Collier County, Florida, as the Ex-Officio Governing Board of the Collier County Water-Sewer District,as Grantee. I LDOCS 689713,0 4 12(29,16 Closing Documents to be Deposited with the Escrow Agent by Roberto Bent,Trustee for Orangetree Associates, and by Orange Tree Utility Co.: BILL OF SALE from Orange Tree Utility Co.,and Roberto BoIli, Successor Trustee for Orangetree Associates, to Collier County and the Board of County Commissioners of Collier County, Florida. FrLoocs 607150 4 7nott f; Appendix I to Integration Agreement Hole Montes Technical Memorandum (August 19,2015) and Updated Technical Memorandum(November 23,2016) TECHNICAL MEMORANDUM Orange Tree Utility Company Capacity and Service Commitment Review FINAL REPORT August 19, 2015 1„11111111111»,,,,,, JVD W. SC Prepared by: P . tiN y ii toiliiiliili/O• •• C E ' . _, tonald E. Benson, Jr.,Ph.D., P,E., Senior Vice President ` ,`'i I)WA I'%,,// No.41671 and s David W. Schmitt, P.E., Senior Project Manager ° O,•• ,c N$ •,•y`). STAm OF * Hole Montes, Inc. No ' O `• _ h ID ct .:,' 950 Encore Drive a`;2 r9' Naples,Florida 34110 Y j04L 239) 254-2000 0:• > Ei F•.:'` s S/ONA L ENG\ ss% Assignment Provide a third-party assessment of the current Orange Tree Utility Company (OTU) capacity and service commitments in order to determine the net excess capacity and resulting ERCs available at this time. An ERC is considered to meet the needs for a single family residence, while a multi-family residence is equivalent to 0.8 ERCs. Commercial ERCs are determined based on anticipated flow demands. Approach and Methodology The approach to this assignment was to review all records provided to us for review as well as to review any records which we were able to identify and locate through public record sources such as the Florida Department of Environmental Protection (FDEP) and Collier County Property Assessor web-sites. In addition, we met with representatives of Collier County Utilities and the Orange Tree Utility Company. It became apparent there were various approaches to be used in this assignment. First, the number of customers served in the past could be identified from the Annual Reports submitted by OTU to the County Water and Wastewater Authority. Second, the number of customers and likely near-term commitments could be identified from a review of aerial photographs of the service area (County Property Assessor web-site) as well as recorded plats. Third,the number of current total commitments could be identified from a review of the various Developer Agreements executed by OTU. Fourth, potential future needs could be identified from Developer Agreements in which anticipated Amendments were identified to cover future needs. Fifth, the capacity of the water and sewer systems to meet customer demands could be identified in prior reports prepared by others, verified by FDEP records and our cursory review. Sixth, the current and future level of service for water and sewer customers in the OTU service area (per FINAL REPORT—August 19,2015 1 ERC) could be determined through an analysis of the available information as reported to FDEP on monthly reports divided by the number of ERCs-connected. Orange Tree Utility Service Area The Orange Tree Utility service area is illustrated in the attached Figures 1 and 2 excerpted from the Collier County Water and Wastewater Master Plans. It is comprised of two major areas connected by a corridor on 33" Avenue NE and 33" Avenue NW. The eastern portion is comprised of the Orange Tree PUD and the Orange Blossom Ranch PUD. The western portion is the Twin Eagles development. The Twin Eagles development north of Immokalee Road has been subdivided and platted into residential parcels. The portion of the Twin Eagles development south of Immokalee Road consists of a number of contiguous land parcels between Immokalee Road and Vanderbilt Beach Road. This area south of Immokalee Road has no OTU infrastructure in place. Table No. 1 provides a Summary of Development within the OTU service area. This includes residential platted subdivisions and existing commercial areas. Many of the developments previously entered into Developer Agreements with OTU. Many of these Developer Agreements allowed guaranteed utility capacity (ERCs) to be pre-purchased. Other developments paid for capacity on an individual unit basis. In addition, some developments exceeded the number of ERCs in their Development Agreement and paid for the additional ERCs on an individual ERC basis. The Orange Tree PUD consists of 2,138.76 acres with a total of 3,150 residential units, 100,000 square feet(sf)of office space and 332,000 sf of commercial space. Current development in this area includes approximately 1,510 single family units on 1,609 platted lots, three public school facilities (elementary, middle, and high school), several clubhouses, a public golf course with ancillary facilities, and a small convenience store at the intersection of Immokalee Road and Oil Well Road. The Orange Blossom Ranch PUD consists of 616 acres with a total of 1,600 residential units and 200,000 sf of commercial space. Current development includes approximately 235 single family units on 381 platted lots and two clubhouses. The Twin Eagles development consists of two phases. The initial phase has 19 single family lots remaining. The Phase 2 development has approximately 308 single family units, 68 multifamily units and 6 miscellaneous connections constructed with a total of 552 single family, 120 multifamily units and 10 miscellaneous connections planned. It should be noted that Phase 2 is covered under a Developer's Agreement for a total of 616 ERCs. [Note that 552 SF/Misc. x 1 + 120 MF x 0.8 = 648 ERCs, suggesting that an additional 32 ERCs will be needed in order to construct all of the planned units.] Water and Wastewater System Capacity The existing OTU Water Treatment Plant was permitted by FDEP in October 2004, Permit No. 5114085, for a capacity of 0.75 MGD [maximum daily flow] as a nanofiltration facility treating groundwater from the Lower Tamiami Aquifer. Water Treatment Plants are issued as a FINAL REPORT—August 19,2015 2 construction permit without future renewal being required. The concentrate produced by this water treatment plant is reclaimed for irrigation by blending with groundwater from irrigation wells. Spray irrigation then occurs on the Valencia Golf Course and Valencia subdivision landscape areas. The blending occurs in an irrigation lake and this disposal was initially permitted by FDEP in February 2005, Permit No. FLA397792 which was renewed on June 18, 2012 and expires in June 2017. The capacity for discharge under this Industrial Waste permit is sufficient for the concentrate disposal for the permitted capacity of the water treatment plant. Upon transfer or renewal of the Industrial Waste Permit, it may be necessary for an Agreement between the owner of the disposal area and the permit holder to continue with this means of disposal. The existing OTU Wastewater Treatment Plant was last renewed by FDEP in March 2012, Permit No. FLA014165, for a capacity of 0.75 MGD [maximum month average daily flow] and expires in March 2017. Effluent disposal is permitted using the on-site percolation [Rapid Infiltration Basins] which were permitted for the same capacity as the treatment plant. Orange Tree Utilities' Level of Service In its 2013 Annual Report, Orange Tree Utility reported a water system Level of Service of 145 gallons per day per ERC and a sewer system Level of Service of 148 gallons per day per ERC both on an annual average daily flow basis). In a December 2013 report, prepared for Collier County, Tetra Tech identified the Orange Tree water system Level of Service as 152 gallons per day per ERC and the sewer system Level of Service as 172 gallons per day per ERC. Tetra Tech commented on the fact the generation of wastewater was greater than the production of potable water as indicative of excessive UI or possibly meter inaccuracies. A review of the water and wastewater flows, by Hole Montes, for the period between January 2008 and December 2014 identified the likelihood that the maximum monthly average daily flow for the Orange Tree WWTP is a result of extraneous flow entering the sewer system during periods of high seasonal rainfall and this must be taken in to account when establishing the sewer level of service. For the purpose of this evaluation, we have reviewed the FDEP records for the thirty-six month period from January 2012 thru December 2014. The average production for the water treatment plant during this period was found to be 336,000 gallons per day. When divided by approximately 2,300 ERCs (as agreed by both Orange Tree Utilities and Collier County as a reasonable estimate over the three year period for which flows were observed) results in a water system average annual daily flow Level of Service of 146 gallons per day per ERC. The average influent flow to the wastewater treatment plant during this period was found to be 390,000 gallons per day. When divided by 2,300 results in a sewer system average annual daily flow Level of Service of 170 gallons per day per ERC. FDEP permits water treatment plants on the maximum daily flow and not annual average daily flow as a water system must be able to meet the demands of their customers every day of the year. The monthly daily flows for the Orange Tree WTP for the period January 2012 thru December 2014 is provided graphically in Figure 3. As can be seen from Figure 3, the FINAL REPORT—August 19,2015 3 maximum monthly average daily flows for the Orange Tree WTP, during this three year period, occurred between March 2013 and May 2013. The FDEP reports for this three month period were reviewed and the maximum daily flow was determined to have occurred during March 2013 (which matches the peak seasonal population in Collier County). It is important to note Orange Tree Utility reported a maximum day flow of 704,000 gallons per day to FDEP. This would suggest the Orange Tree Utility's water treatment plant was operating at nearly 95 percent of its permitted capacity during peak season in 2013. The daily flows during the period March thru May 2013 were reviewed in further detail and are provided graphically in Figure 4. As can be seen from Figure 4, there is considerable variation in daily flows from one day to the next, often with low flow days followed immediately by high flow days, and vice versa. It is typical in small utility companies for flow meters to be read at the time the operator happens to be working at the facility and may not necessarily be read at the same time each day. Therefore, it is not unusual to observe the trend illustrated in Figure 4 for Orange Tree WTP of)the highest daily flow immediately preceding the largest daily flow. This is likely due to one "metered day" being considerably shorter than 24 hours followed by the next "metered day" being considerably longer than 24 hours, or vice versa. In order to more accurately assess the actual maximum daily flow, a five day moving average was calculated using two days preceding and two days following each calendar day flow in order to center the five day average on each calendar day. This is provided in Figure 4. As can be seen from this analysis, the five-day moving average during peak season 2013 approached 500,000 gallons per day. As the maximum day within any five day period would be higher than the average of the five days, we have estimated the maximum day flow to have been approximately 500,000 gallons per day instead of the value of 704,000 gallons per day which was reported to FDEP. When we divide the adjusted maximum daily flow in March 2013 by the average daily flow over the three year period this results in a peak day factor of 1.49 which can be multiplied times the average annual daily flow water system Level of Service of 146 gallons per day per ERC to obtain a maximum daily flow water system Level of Service of 217 gallons per day per ERC. This maximum daily flow Level of Service of 217 gallons per day per ERC is what needs to be used when identifying available water treatment plant capacity for future customers. Similarly, the capacity of the OTU wastewater treatment plant is permitted by FDEP such that the average daily flow in a given three month period should not exceed its permitted capacity which is based on maximum average flow over three months). The monthly daily flows for the Orange Tree WTP for the period January 2012 thru December 2014 is provided graphically in Figure 5. During the three-month period, July thru September 2013, the average daily flow for the WWTP was 480,000 gallons per day, while every single day exceeded 400,000 gallons per day. As can be seen from Figure 5, the maximum monthly average daily flow for the Orange Tree WWTP, during this three year period, occurred during September 2013. The monthly average daily flow during September 2013 was 502,000 gallons per day, with sixteen out of thirty days exceeding 500,000 gallons per day (Refer to Figure 6). The question was raised as to whether or not the magnitude of the flows between July and September 2013 were possibly due to construction activities in addition to wet season rain events. In order to consider whether or not this might have been the case, monthly wastewater flows back to January 2008 were reviewed (depicted graphically in Figure 7). As can be seen from Figure 7,the wet season flows in 2008 were essentially as high as those in 2013 after adjusting flows relative to growth in FINAL REPORT—August 19,2015 4 average flows duringthis same time period. We believe that this review of the past six years January 2008 through December 2014) suggests that the flows from 2013 were, in fact, reasonable for use in assessing the impacts of I/I during a wet year resulting in maximum flows to be anticipated in the future. Therefore, a maximum three month average daily flow of 480,000 gpd appears to represent this utility system at the present number of ERCs served (estimated to be 2,300). Dividing 480,000 gallons per day by the average daily flow over the three year period results in a maximum month factor of 1.23 which can be multiplied times the average annual daily flow sewer system Level of Service of 170 gallons per day per ERC to obtain a maximum three month average daily flow sewer system Level of Service of 209 gallons per day per ERC. This value is approximately 10%lower than the value previously used by Orange Tree Utility in agreements executed in 2006 with various developers, referencing then current sewer tariffs.' Therefore, a maximum three month average daily flow Level of Service Standard of 209 appears to be what needs to be used when identifying available wastewater treatment plant capacity for future customers., Comparison to Collier County Utilities' Level of Service The most recently completed Collier County Utilities Master Plan identifies the Level of Service for Collier County Utilities on a per person basis and is based on a review of historic customer trends. The current Level of Service for Collier County customers is 150 gallons per day per capita(water)and 100 gallons per day per capita(sewer). It is also important to note that Collier County Utilities assigns their level of service on a per person basis and not on an ERC basis. Collier County government assumes each residential unit to consist of 2.5 people. Therefore, on a planning basis, Collier County effectively uses a'water level of service standard of 375 gallons per day per ERC and a sewer level of service of 250 gallons per day per ERC on an annual daily flow basis. Collier County Utilities' water system experienced a maximum daily flow factor of 1.35 times the average annual demand. Thus, we can calculate a maximum daily flow water level of service standard of approximately 500 gallons per day per ERC for Collier County Utilities. Similarly, Collier County Utilities experienced a maximum monthly average daily flow factor of 1.17 times the average annual demand for their sewer system, resulting in a maximum month average daily flow sewer level of service standard of approximately 290 gallons per day per ERC. Therefore, we can compare the planning level values for Collier County Utilities with the observed levels for Orange Tree Utility as follows. Water System Sewer System Maximum Day Maximum Month Collier County Utilities 500 gal/day/ERC 290 gal/day/ERC Orange Tree Utility 217 gal/day/ERC 217 gal/day/ERC The sewer system level of service observed for Orange Tree Utility is within the variance reported between various portions of the Collier County Utilities system, therefore, this appears to be a reasonable value. I At various times, Orange Tree Utility entered into Refundable Advance Agreements with various developers. Of interest here is Refundable Advance Agreements which were signed in October and November 2006 include a definition of wastewater flow per ERC(referencing"240 GPD/ERC, the wastewater flow for a residential ERC as set forth in the sewer tariff'). FINAL REPORT—August 19,2015 5 An important consideration in water system demands is whether or not residents utilize potable water for irrigation. It has been confirmed that the water system customers served by Orange Tree Utility are provided irrigation water through their various Home Owner Associations or private pumps. In 2003, Hole Montes performed a study for Collier County which compared typical water bills for randomly selected streets within various residential communities, both those which irrigated using potable water as well as those which irrigated using another source of supply. Those residential communities which did not use potable water for irrigation typically used approximately 200 gallons per day per single family residence (ERC), while those which irrigated using potable water used on the order of 450 gallons per day per single family residence ERC). The range for residential communities which did not use potable water for irrigation was between 150 and 250 gallons per day per single family residence, while the range for residential communities which used potable water for irrigation was between 250 and 650 gallons per day per single family residence. The wide range in consumption per residence was concluded to be related to the size of typical lots in each community and in individual customer's willingness to pay for irrigation water. As Collier County Utilities serves water customers who irrigate both using potable water and non-potable water, it is logical their observed Level of Service for water is somewhere in the middle between the range for those customers who use potable water for irrigation and those who do not. The average water consumption for customers of Orange Tree Utility is at the low end of the range observed for Collier County for residential communities which do not irrigate using potable water, and may be indicative of water saving plumbing fixtures in many of the homes in the Orange Tree Utility's franchise area. For the reasons stated, it is believed that the water system level of service observed for Orange Tree Utility appears to be a reasonable value. Calculating Available Water Treatment Plant ERCs The Orange Tree WTP is permitted for 750,000 gallons per day. The maximum daily flow for this facility was observed to have been approximately 500,000 gallons per day during March 2013 (which is during the typical period when the seasonal population in the area reaches its peak). Subtracting 500,000 from 750,000 gallons per day results in an available capacity of 250,000 gallons per day. Dividing this by the maximum daily flow Level of Service Standard for Orange Tree Utility of 217 gallons per day per ERC, results in available 1,150 available ERCs. This is in addition to the 2,300 ERCs used in calculating the Level of Service Standard, or a total of 3,450 ERCs available for water treatment capacity. This will be the number of ERCs used in further assessment of distribution of available ERCs between existing development, ERCs which have previously been allocated/sold to developers/builders, and those which are excess. Calculating Available Wastewater Treatment Plant ERCs The Orange Tree WWTP is permitted for 750,000 gallons per day (maximum three month average flow). The maximum three month average flow for this facility was observed to have been 480,000 gallons per day during September 2013 (which was a period when Collier County Utilities also observed high flows due to seasonally high rainfall). Subtracting 480,000 from 750,000 gallons per day results in an available capacity of 270,000 gallons per day. Dividing FINAL REPORT—August 19,2015 6 this by the maximum three month average daily flow Level of Service Standard for Orange Tree Utility of 209 gallons per day per ERC, results in 1,290 ERCs. This is in addition to the 2,300 ERCs used in calculating the Level of Service Standard, or a total of 3,590 ERCs available for wastewater system. This will be the number of ERCs used in further assessment of distribution of available ERCs between existing development, ERCs which have previously been allocated/sold to developers/builders, and those which are excess. Assignment of Available ERCs The above analysis identifies that the Orange Tree Utility system has 1,150 ERCs available for assignment to future water system customers and 1,290 ERCs available for future sewer system customers. For the purpose of this assessment of ERCs, we have identified the following categories for future customers within the franchise area. Category No. 1: Vacant lots in existing subdivisions for which there were Developer Agreements and utility service for the lots was prepaid. These include the following areas: Orange Blossom Ranch 146 ERCs Twin Eagles Phase 1 19 ERCs Twin Eagles Phase 2 253.6 ERCs 418.6 ERCs Category No. 2: Vacant lots in existing subdivision for which there were no Developer Agreements and are under ownership of Orange Tree Associates or other affiliated companies. Valencia Lakes Phase 1A/2A 2 ERCs Valencia Golf Phase 2 2 ERCs Valencia Golf Phase 2A 68 'ERCs 72 ERCs Category No. 3: Vacant lots in existing subdivisions for which actual development exceeded the number of prepaid lots and these lots will need to have payment made at the time of connection to utility service. Valencia Lakes Phase 6A 33 ERCs Valencia Golf Phase 2 6 ERCs Twin Eagles Phase 2 32 ERCs 71 ERCs FINAL REPORT—August 19,2015 7 Category No. 4: Future anticipated lots in future phases of subdivisions which were covered by Developer Agreements. In these cases, future phases were identified as to be covered in anticipated amendments to the executed Developer Agreement, although no Amendments were ever executed [undeveloped residential portions of Orange Blossom Ranch PUD]. These lots will need to have payment made at the time of connection to Utility service. Orange Blossom Ranch/Residential 1,219 ERCs Category No. 5: Future commercial development in the Orange Blossom Ranch PUD in which no Developer Agreement was executed. These development demands were calculated at 0.15GPD/SF. These developments will need to have payment made at the time of connection to Utility service. Orange Blossom Ranch/Commercial 200,000 SF x 0.15GPD/SF '/. 217GPD/ERC) 138 ERCs Category No. 6: Future commercial development in the Orange Tree PUD in the Neighborhood Shoppes at Orange Tree development. The ERCs are based on preliminary development plans. These developments will need payment made at time of connection to Utility service. Tract 1 —Bank Parcel 4,091 x 0.15 Z 217 GPD/ERC = 3 ERCs Tract 2—Grocery/Misc. 50,501 x 0.15 7. 217 GPD/ERC = 35 ERCs Tract 3 —CVS 14,918 x 0.15 Z 217 GPD/ERC = 10 ERCs 38 ERCs Category No. 7: Future anticipated development of vacant parcels owned by Orange Tree Associates, or other affiliated company [undeveloped portions of Orange Tree PUD]. The office and commercial development demands were calculated at 0.15GPD/SF. Note the total ERC value is based upon the approved PUD and the ERCs for existing convenience store and Neighborhood Shoppes at Orange Tree parcels have been deducted. Office: 100,000 x 0.15 7. 217 GPD/ERC 69 ERCs Commercial: (332,000-72,673)x 0.15 X 217 GPD/ERC =180 ERCs Residential: (3150— 1500—70—39) 1,541 ERCs 1,790 ERCs Future anticipated development of vacant parcels not covered under a Developer Agreement [Naples Associates IV, LLLP — parcels south of Twin Eagles]. These lots will need to have payment made at the time of connection to Utility service. Unknown FINAL REPORT—August 19,2015 8 Individual lots along 33`d Avenue NE which have not been connected prior to settlement date. These lots will need to have payment made at the time of connection to Utility service. Unknown Collier County owned property. Unknown Allocation of Available ERCs Water Sewer • Category No. 1 Vacant 418.6 ERCs 418.6 ERCs Category No. 2 Vacant 72 ERCs 72 ERCs Category No. 3 Vacant 71 ERCs 71 ERC's Category No. 6 Neighborhood Shoppes 38 ERCs 38 ERCs At Orange Tree Category No. 7 Orange Tree PUD 550.4 ERCs 690.4 ERCs Total ERCs Available 1,150 ERCs 1,290 ERCs FINAL REPORT—August 19,2015 9 y 44 N M M en Cr. a' WI b N o0 a o $ w 73 v s ° J U zz zzzz 0 z 0 z zz NN fl qN a v rn Cu c0., in C.„„ PSV Mv1N„ N NN N-, t M< I' CS V0i.. vim, MhN o. OM MO0.,„ 4^ nNNcNi O0a T N oo fn O, 01 ry 0 to N N til W ° enure T-' C. MV rnn V1^ N ,. yN • 7 VM10. -- Y1 el N o,. m 4V I t l op cm O o H wwGe. wwwwwwwLr. ww W w gN U V) onticon cnen con COCOCO VDtipacn x III 4 0o N ^ N o. 0 0 o a en V1 O+.. T N fn In M o L m p. os w3 0 v1 a P N-} co nom'! 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D a h o O p i F N 104 O CO f II 00 b O§ ' n00g ` 0 M O Z 4 0 r' xse S ye co 0 V0 . a Q Q Q 8- „„) ti of 0 6 0 0 0 a U a 0 m , x. x m I-• Y F. 0 0 o a µ l a' Li.pG , W F N ' O"' O ON G_ O 0 M N O 0' m rt. 0 uc WFOu + am F o U co 0s u a 0, r4 on g g 4. 1 . 0o. 0. 0 p u E v O O Q H a u iyo a w a t c g-,.. i 0 a 8 0 g' o' 0 0 0 E Ur Uro O.- 31 ( yj o v u rn 0 0 0 y C•. u u u u Z , a ( 0 , Z 00 8 j v0i vii vii I-.?... o o) ' a pin uEn u 0 0 o u F ett 7 u u u u` L . 2 aG E, C7 ° e 85. aF co gCg. 0 C. 5 In 3533 3 W U U U o 0 n0 . . F d 0 , L) . D a., ohu mp F 0 U 000 W> Z1-. ZE-, Zit1Z0 NOTES FOR TABLE NO. 1 1. Developers Agreement includes Units 3 and 4. Exhibit B identifies 92 ERCs and Exhibit D identifies 51 ERCs. Also included, but no ERCs identified, are a recreational area and guard house. Connection not included. 2. Developer Agreement includes Units 5 and 6. 3. No Developer Agreement received, developer appears to be Naples Orange Tree Trust. Clubhouse not included in connection count. 4. Developer Agreement includes Phase lA and 1B. Ownership is now RP Orange Blossom Owner LLC. Original agreement included 300 pre-paid ERCs. Subsquent agreement by RP Orange Blossom added 81 pre-paid ERCs. The two Clubhouses were not included in Agreement or connection count. 5. No Developer Agreement received for this area. Ownership is Orangetree Associates or affiliates. 6. Developer Agreement includes Phase 3A, 4A, 5A, 6A and 7A. Clubhouse not included in Agreement or connection count. Per discussion with OT, the remaining 33 lots are not pre- paid. 7. Developer Agreement does not identifying area to be served. Review of property records indicate the Valencia Golf areas 1,1A and 2 are to be served by Agreement. 8. Developer Agreement includes Phase 1, Country Club, Maintenance Building, Sales and Guard Building. Phase 1 includes 67 single family lots of which 19 are vacant. Connected Phase 1 ERCs calculated on pro-rated number constructed. 9. Developer Agreement identifies 430 SF, 220 MF (176 ERCs) and 10 miscellaneous connections pre-paid. Total Water and Total Wastewater ERCs connected are 362.4 ERCs with 253.6 remaining. 10. ERC calculation is based on 350 GPD for Water and 280 GPD for Wastewater. 11. Existing convenience store with no developers agreement. 12.No Developer Agreement for Golf Course available. Golf Course includes 2 restroom facilities on course, Clubhouse and Maintenance Building. 13. Parcel owned by CVS.Preliminary plans indicate 14,918 SF of development. 14. Parcel owned by Cypress Commercial Development LLC. This is an Orange Tree associated company. Bank has been identified for this site with 4,091 SF of development. 15. Parcel owned by Orange Tree Associates. This site has been identified with a 48,031 SF grocery store,one 1,400 SF restaurant and two 1,400 SF retail stores. Table No. 2 LISTING OF VACANT LOTS As of June 2015-Based on 2015 Mapping) Vacant Platted Lot with Prepaid ERCs Orange Blossom Ranch Phase 1A Lots 1-3, 138-143, 148-158, 173-180, 238-239, 241 Orange Blossom Ranch Phase 1B Lots 1,4, 5-91, 93-111, 114-116, 127, 129-131 Twin Eagles Phase 1 Block A Lots 7, 9 Block B Lot 15 Block C Lots 19,21,23,24,29, 30, 31, 33, 38 Block D Lots 45, 53, 55, 57 Block E Lots 62, 63, 67 Twin Eagles Phase 2 Block 104 Lots 10, 13 Covent Garden MF)52 Units Phase 2B Block 104 Lots 26, 38 Phase 2B Block 105 Lots 11, 24,26-29, 31-33, 37, 39-43, 45,46,48-50, 52, 53, 55, 59 Phase 2B Block 106 Lots 9,24-28, 30-31, 33, 42-46 Phase 2B Block 109 Lots 1-86 Phase 2B Block 108 Lot 2 Phase 2B Block 110 Lots 1-29 Phase 2C Block 111 Lots 1-61 Replat H&I and Block 107 Lots 1, 4-16, 18-19,30-33,41 NOTE: Twin Eagles Phase 2 has a cap of 616 ERCs. All vacant lots or multi-family lots after 616 ERCs must pay. Vacant Platted Lots OR Tracts No Payment Made Valencia Lakes Phase 6A Lots 1-3, 8-9, 11-26,27-38 Valencia Golf& Country Club Phase 2 Lots 110-112 Folio Number 63810090069-CVS 75462 FL LLC Neighborhood Shoppes at Orange Tree Tract 3 Vacant Lots or Tracts Owned by Orange Tree Associates or Affiliated Valencia Lakes Phase lA Block A Lot 1 Valencia Lakes Phase 2A Block B Lot 6 Valencia Golf& Country Club Phase 2 Lots 224,225 Valencia Golf& Country Club Phase 2A Lots 1-60, 77-84 Folio Number 63810090027-Neighborhood Shoppes at Orange Tree Tract 1 Folio Number 63810090043-Neighborhood Shoppes at Orange Tree Tract 2 Folio Number 00210440007-Unplotted,Remainder of Orange Tree PUD Folio Number 64700625501 -Part of Orange Tree Unit 3, Citrus Gardens Section Phase 1A Folio Number 00210041503 -Utility Site aI; Figure No, 1 I' FILE:200E FIG2-1-1V_R 1:1 05/29/06 11:37 G11-11i 1 R 25 E I R 26 E I R 27 E 1 III FIGURE 2-1 r 1. ,: 11 n 1a as 11 " v 11 I NORTHEAST NORTHEAST v " aL , 1 NERV10E AREA TANvy SERVICE AREA 111 0, , II1 NO. 1 _ A NO. 2 b16i a i;,, O:I.ALGE -E 1 i/ ' t I ri !/r/ri./ Am# 1 / , t / l I 4_7„,,,,,,,„;,,,,,,,i/,/ 1 41 We/ 1 r /' EAST C NTRAL 41 i % 41. (' GA ; a, i`/n i— r S RVIC AREA - I I z] i,„ ,,. ..,, ,, , s.,,„. %/ ,,I i CITY OF y NAPLES 6* PLarnI ' v istii sz-1\\stli.,,tilyi, ,,- triy,frd:,,,,,,:h: "7 a IIIIMI anIESt ' IFii.IJ ?_ OLLIE- COU El= S 4 ! '. 2.WATE'-SE F* 111. I 1:01 TRICT li. i°; I F SOUTHIAST I'MMM I S RVIC ARE i I t LEGEND r 1 a 1 f E EXISTING NATER ill1 111TREATMENTPLANT 4 ' " 2'it ai I: AREA CURRENTLYlikV4 II 1- SERVED BY CCWSD ® i a4" 1111111111111 1111 I' CITY OF NAPLES 1224 SII p ° AREA SERVED EBYS i ` f moon t lal ARE NAPLES M C LLNE LE SERVICE AREA C',: ORANGETREE yy SERVICE AREA 4*:."`Fli p O1DLANoT 0DISTRICTSEWEREau DISTRICT BOUNDARY E / WA 3 t w DISTRICT BOUNDARY--- A fj'I I 'ICT- m Ii PRIOR TO 2003 aft n 191011 2 II I 0 0.5 1 2 3 4 MARCO ISLAND I % v) d ` 1 •r w n 71 Si Si 1 YIATER AND i ,,y "'' SCALE IN MILES SEWER DISTRICT OLLIERAREAOFCURRENTWATERSERVICEPueLlcUTILOITIES DIVI IONMENT GREELEYaND HANSEN 2008 WATER MASTER PLAN UPDATE EI 24 JUNE 2008 Figure No, 2 FILE:2006 FIGURE 2-1_R 1:1 05/29/05 03:55 GH-E FIGURE 2-1 I 5 25 E I R 26 E I R 27 E I i' lt 1 17 .1 11 .1 nI ' n I NORTHEAST j I SERVICE AREA NORTHEAST1 II N0. 1 a SERVICE AREA IN 1 N0. 2 N 1° _ ° 1, G-/,r ,fir`1 N ilf . I 11 I , : I 2 ';I ORANGETREE 9 1 ORANGETREE a I s a1.n I 1VRF II ir11111111A777s7,7,7471/4 j 1 .j/ i BAST C NTRAL 1- V s l® 11 !Mill i „fAREAO3LC>: /y: ;fcmofI,K Pa „ m p ,% v 11 ®® NAPLES .. g Iai ni . h , s © .OLpEy l .• 21 21 13, . .., 11 TY RF NAPLESWILI I ` un WRF idk x 1 Ili' 1 „ _ ' A0o011 2 O IR Eq u I N 2l OLLIER COU SC F DITR1CT0111111111c.-- limo g °" MI77 II a. 0 0.5 1 2 3 4 II •' milseiri OUTH;AST SCALE IN !ALES 1ERVIC ARE ii LEGEND Will NE 1° I.u EXISTING CCV/SO YfRF TM 11-,-- 1 NORTH COUNTY s n Is I m I SOUTH COUNTY * In 1° Y \\ OTHER iE 1v v 11 u III r 1, TREATUENT PLANTS AREA OF CURRENT WASTEWATER SERVICE n .I v © .s 1s 11 © CITY OF NAPLES I//J q 4 FGUA ly. Ai% 4- 71/10,-,+ SEM• NOE ISERVICEAREAC- ORANGETREE SERVICE AREA • 7f ''' PPR s ` e GOLDENNSGATE I%:3 1'_ 1oeOEANi ESTATE NATER-SEWER VA R, DISTRICT BOUNDARY Ai U-(DIST' BOUNDARY BETWEEN 1 N NORTH AND SOUTH arrlit 11111 III SEflVICE AREAS DISTRICT BOUNDARY——— f g 2 PRIOR TO 2003 I Jr- 11 I 1i 1- MARCOMARCO ISLAND ;3.1, % 1 ` T j 'D,.ti IWATERAND SEWER DISTRICT Nir AREA OF CURRENT WASTEWATER SERVICE COLLIER COUNTY GOVERNMENT PUBLIC UTILITIES DIVISION 2008 WASTEWATER MASTER PLAN UPDATE F=? GREELEYAND HANSEN 24 JUNE 2008 F Figure No. 3 450,000 400,000 f t, 4. 350,000 4,- 300,000 p 6 a a 4, 6> 250,000 30 200,000 ra Q 150,000 100,000 50,000 1ti '' 'lam 1 1ti ry „ 1p l' Dc „Sa, Se, 5J\ C ,, pec Oat jai J\ 509 aoa . 0" ` aJ lJ Se9 Ao 6 Monthly Average month average Orange Tree WTP water production per FDEP records—monthly average daily flows from January 2012 thru December 2014 FINAL REPORT—August 19,2015 10 Figure No. 4 800,000 700,000 600,000 c 500,000 LL 400,000 300,000 r 200,000 100,000 0 5-Feb 25-Feb 17-Mar 6-Apr 26-Apr 16-May 5-Jun Five day moving average —4--Data reported to FDEP Orange Tree WTP water production per FDEP records—daily flows during 2013 peak season FINAL REPORT—August 19,2015 11 Figure No. 5 600,000 500,000 - 4 4 400,000 v 4 4 4 6® ° P Q n G 4 f 4 4 4 4 0 4 c 300,000 a,d d 200,000 100,000 1ti try ". 4 1, 1 1p ,y. yP 4,4> Ns) 5aQ a°, 4:0 ,aJ Ns SeQ + oa Sao 4,-b• jai Ns)49 ao Monthly Average —36 month average Orange Tree WWTP influent flows per FDEP records—monthly average daily flows from January 2012 thru December 2014 FINAL REPORT—August 19,2015 12 Figure No. 6 700,000.00 600,000.00 P, Imo. `i,. 1'y,` - 500,000.00 - R' L fvf1143 1a g 400,000.00 a v v 300,000.00 3w a 200,000.00 100,000.00 0.00 J\ PJ° JA JB PPPJB JB , , ,,eQ c40 06. o& ti v^ ; ti~ 1• • 1Py' ,y'1: yon' • yc ^i y0• 4--Data Reported to FDEP ®-Three day moving average Orange Tree WWTP influent flows per FDEP records—daily flows July thru September 2013 FINAL REPORT—August 19,2015 13 Figure No. 7 600,000 r " . .- f . . . • . -. . 500,000 - i,•400,000 1 u300,000 • L. . — . .- . -•_ — -. . -. LL 0Nm W cr 200,000 100,000 0 ooh e e e e e 6titi ,,, , sQ• e e O,y'3 e e o? 4',, L A\, y' L 1\' 1• A\,\ ti y1\' L A\\' L 1\,\. y A\ ry 1\- A\., 4, A\., 4, ,,$, 4., 4-Monthly Average —12-month average Linear(Monthly Average) Orange Tree WWTP influent flows per FDEP records—monthly average daily flows from January 2008 thru December 2014 [identifying peak maximum three-month flows occurred in 2008 and 2013 wet seasons]. FINAL REPORT—August 19,2015 14 Appendix J to Integration Agreement Joint Stipulation IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CASE NO. 11-2014-CA-001434-0001-XX BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the Governing Board of Collier County, a political subdivision of the State of Florida, and as Ex- officio the Governing Board of the Collier County Water-Sewer District, Plaintiff, vs. ORANGE TREE UTILITY CO., a Florida Profit Corporation; ORANGE TREE ASSOCIATES, a General Partnership; SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation; ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation; and ROBERTO BOLLT, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended, Defendants. JOINT STIPULATION Plaintiff Board of County Commissioners of Collier County's (the "County") and Defendants, Orange Tree Utility Co., Orange Tree Associates, Springhill of Collier County, Enterprises Of Hollywood, Inc., and Roberto Bollt, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended ("Defendants") hereby stipulate and agree as follows: 1. In order to maintain the status quo and to prevent any waste or misuse of the System while this action is pending, Defendants agree to refrain from: a. Mortgaging, pledging as collateral, encumbering, selling, transferring, leasing, or otherwise destroying or removing any fixtures, personalty, or intangible property that are necessary for the operation of the System other than the ordinary maintenance and repair of the System necessary for day- to-day operations, and specifically regarding any real property' at issue in this case, Defendants will refrain from mortgaging, pledging as collateral, encumbering, selling, transferring, leasing, or otherwise destroying the same; b. Entering any commitments for water or waste water service that would necessitate any material System expansion without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed; c.Constructing, without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed, any substantial new infrastructure including any new water and wastewater treatment plants, substantial ponds or wells, buildings, or other significant structures that would be outside the normal day-to-day operations and maintenance of the System notwithstanding the requirement to repair or replace System infrastructure in the event of a force majeure or other such unforeseen occurrence; and d. Making any significant changes in the manner in which the System is operated on a day to day basis in terms of service to customers, billings and collections for service, rates charged for services, or the maintenance, service, and operation of the System. 2. In order to maintain the status quo and to prevent any waste or misuse of the System while this action is pending,Defendants agree to: a. Keep an accounting, from the date of this stipulation until resolution of this case, of all inspection fees, connection charges, capacity fees or other forms of service availability charges collected by Defendants in association with the System such that the monies associated with the same can be apportioned accordingly between the parties upon resolution of this case, whether by agreement or by court order, and Defendants agree to keep sufficient money in reserve such that, should these service availability charges be determined to belong to the County upon resolution of this case,the money will be available for turnover; The amount of property necessary for System's conveyance is a centrally disputed issue between the parties. However, for purposes of maintaining the status quo until final resolution, real property as referenced herein will encompass the twenty-eight acre parcel as referenced in Plaintiff's Complaint. However, Defendants dispute that Plaintiff is entitled to that entire acreage. 2 b. Continue performing all usual and customary maintenance and service to the. System. to prevent 'waste, disrepair, or diminishment to the. System, beyond the normal and expected daily wear,tear and use; c. Continue operating and maintaining the System pursuant. to and in compliance with. all County, State, and Federal legal and permit requirements necessary to operate the System; d. Continue to pay ina timely manner, to the extent any such obligations exist, any and all debt service, contractual or lien obligations related to the System so as to prevent the loss of or forced sale of any personalty, real property,_or_intangible_property_owned_by,_used_by,_leased_to_or_upon nr through which is necessary for the operation of the System; e. Continue to maintain as current and up to date any and all permits, licenses, service agreements, or contracts necessary for the useand operation of the System; and f.Upon 4 business days' notice from the. County; allow County agents or representatives, to be attended by atleast one County staff person, physical access to the System on a monthly basis for visual inspection of the System's operations and conditions during normal business hours at a time and date agreeable to both parties. Respectfully submitted this 31st day of October, 2014. s/Edward A. Dion s/Rachael M. Crews Edward A. Dion, Esq.BURT SAUNDERS Florida Bar No.267732 Florida'Bar No.: 274313 Nabors, Giblin &Nickerson, P.A.THOMAS A. CLOUD 110 East Broward Blvd., Suite 1700 Florida Bar No. 293326 Fort Lauderdale, FL 33301 RACHAEL M. CREWS Telephone: 954-315-3852 Florida Bar No. 795321 edion@ngnlaw.corn GrayRobinson,P.A. Counsel for Plaintiff 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burt.saunders@gray-robinson.com thornas.cloud@gray-robinson.com rachael.crews@gray-robinson:com daphnie.bercher@gray-robinson.com jan.gordon@gray-robinson.com darlene.dallas@gray-robinson.com, Counsel for Defendants 3 635003\4 # 229219 vl Filing#20063535 Electronically Filed 10/31/2014 12:06:03 PM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CASE NO. 11-2014-CA-001434-0001-XX BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, as the Governing Board of Collier County, a political subdivision of the State of Florida, and as Ex- officio the Governing Board of the Collier County Water-Sewer District, Plaintiff, vs. ORANGE TREE UTILITY CO.,a Florida Profit Corporation; ORANGE TREE ASSOCIATES, a General Partnership; SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation; ENTERPRISES OF HOLLYWOOD, INC.,a Florida Profit Corporation; and ROBERTO BOLLT, as Successor Trustee under that Certain Land Trust Agreement dated January 27, 1986, as amended, Defendants. NOTICE OF FILING JOINT STIPULATION Plaintiff, Board of County Commissioners of Collier County's (the "County"), and Defendants, ORANGE TREE UTILITY, CO., a Florida Profit Corporation, ORANGE TREE ASSOCIATES, a General Partnership, SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation, ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation, and ROBERTO BOLLT, as Successor Trustee, by and through their undersigned counsel, hereby files this Joint Stipulation. Dated this 31st day of October,2014. s/Rachael M. Crews BURT SAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS Filed with Collier County Clerk of Courts Florida Bar No. 795321 GrayRobinson, P.A. 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 Telephone: 239-598-3601 Facsimile: 239-598-3164 burt.saunders@gray-robinson.com thomas.cloud@,gray-robinson.corn rachael.crews@gray-robinson.com daphnie.berchern gray-rob inson.com jan.gordon@gray-robinson.com darlene.dallas@gray-robinson.com Counsel for Defendants CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 31St day of October, 2014, I electronically filed the foregoing with the Clerk of the Courts by using the ECF system which will send a notice of electronic service to the following: Gregory T. Stewart, Esq., Heath R. Stokley, Esq., and ' Edward A. Dion, Esq., gstewart@ngnlaw.com, hstokley@ngnlaw.com, edion@ngnlaw.com, legal-admin@ngnlaw.com; and Scott R. Teach, scottteach@colliergov.net, (Collier County BOCC). s/Rachael M. Crews RACHAEL M. CREWS 635003\1 - # 230579 vl TECHNICAL MEMORANDUM Orange Tree Utility Company, Inc. Update to Capacity and Service Commitment Review November 23, 2016 Prepared by: Ronald E. Benson, Jr., Ph.D.,P.E., Senior Vice President Hole Montes, Inc. 950 Encore Way Naples, Florida 34110 239) 254-2000 Assignment Provide an update to the Final Report which was issued on August 19, 2015. Reason for Update There have been two FDEP permits approved since the earlier report was issued. The capacities which have been approved by FDEP have significantly reduced the available capacity for the Orange Tree Water Treatment Plant(WTP)and Orange Tree Wastewater Treatment Plant WWTP)which were concluded in the earlier report. Water System Findings The Technical Memorandum prepared by Hole Montes, Inc. (Final Report dated August 19, 2015) identified the demands on the Water Treatment Plant as being an average daily flow of336,000 gallons per day (January 2012 thru December 2014).1 The average daily flow was divided by the approximately 2,300 ERCs to yield an average daily flow Level of Service of 146 gallons per day per ERC. A maximum daily flow of approximately 500,000 gallons per day was observed for this same time period, resulting in a maximum daily flow factor of 1.49 times the average daily flow. The maximum daily flow Level of Service was determined to be 217 gallons per day per ERC.2 The August 19, 2015 Technical Memorandum identified the number of 1 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service CommitmentReview,Final Report,August 19,2015,pages 3-4. [The monthly reports for the Orange Tree WTP,as submitted byOrangeTreeUtilityCo., Inc. to FDEP for the period January 2015 thru May 2016, have been reviewed and the average daily flow during that period was observed to be similar to that for the period January 2012 thru December2014whichwaspreviouslyutilizedbyHoleMontes,Inc.] 2 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service CommitmentReview,Final Report,August 19,2015,page 4. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-1 vacant lots in previously approved subdivision developments.3 Using the level of service which was observed for the existing customers, the projected future water demand for the sum of existing customers and existing vacant lots total 621,433 gallons per day. [Note: Existing FDEP permitted capacity is 750,000 gallons per day, maximum daily flow.]4 Existing historic maximum daily flow 500,000 gallons per days Orange Blossom Ranch Phase 1A [31 @ 217] 6,727 gallons per day Orange Blossom Ranch Phase 1B vacant lots [115 @ 217] 24,955 gallons per day Twin Eagles Phase 1 vacant lots [19 @ 217] 4,123 gallons per day Twin Eagles Phase 2 vacant lots [285.6 @ 217] 61,975 gallons per day Valencia Lakes Phase 1A vacant lots [1 @ 217] 217 gallons per day Valencia Lakes Phase 2A vacant lots [1 @ 217] 217 gallons per day Valencia Lakes Phase 6A vacant lots [33 @ 217] 7,161 gallons per day Valencia Golf Phase 2 vacant lots [6 @ 217] 1,302 gallons per day Valencia Golf Phase 2A vacant lots [68 @ 217] 14,756 gallons per day Total Existing and committed to existing vacant lots 621,433 gallons per day On January 26, 2016, FDEP approved permit number 340996-001-DSGP for Publix Orangetree, which was based on an application received by FDEP on January 21, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. water system for an estimated water demand of 12,056 gallons per day.6 This application was signed by Roberto Boldt,President on December 16,2015.7 On November 1, 2016, FDEP approved permit 348443-002-DSGP/02 for Ranch at Orange Blossom Phase 2A, which was based on an application received by FDEP on October 27, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. water system for an estimated water demand of 234,080 gallons per day.8 This application was signed by Roberto Boldt,President on October 19, 2016.9 The applications for both of the above permits, signed by Roberto Boldt, indicate a historic maximum daily flow of 0.497 million gallons per day.10 3 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,Table 1 and restated on page 7. 4 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 2. 5 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 4. 6 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs, Application for Publix Orangetree,Franklin Adam Porter,P.E.,Project Manager,page 2. Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs, Application for Publix Orangetree,page 7. 8 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Ranch at Orange Blossom Phase 2A,Carl A.Barraco,P.E.,Engineer of Record,page 2. 9 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Application for Ranch at Orange Blossom Phase 2A,page 7. 10 Notice of Intent to use the General Permit for Construction of Water Main Extensions for PWSs,Applications for a)Publix Orangetree and(b)Ranch at Orange Blossom Phase 2A,page 7. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-2 Therefore, the total of the historic maximum daily flow for the Orange Tree WTP, combined with the projected demand associated with existing vacant lots, combined with the undeveloped lots recently approved by FDEP [January 26, 2016 and November 1, 2016] total 867,569 gallons per day. Total Existing and committed to existing vacant lots 621,433 gallons per day Permit#340996-001-DSGP [Jan 26, 2016] 12,056 gallons per day Permit#348443-002-DSGP/02 [Nov 1,2016] 234,080 gallons per day Total existing plus committed flows 867,569 gallons per day Water System Conclusions As a result of the approval by FDEP of the two permit applications submitted since the completion of the Hole Montes, Inc. report, the available capacity for the existing Orange Tree WTP has been significantly reduced and in fact the capacity needed for the WTP appears to be exceeded once the previously approved and recently approved homes are completed. Therefore, it appears that the most recent water system permit should have been issued as a dry line permit. Wastewater System Findings The Technical Memorandum prepared by Hole Montes, Inc. (Final Report dated August 19, 2015) identified the flows being treated by the Wastewater Treatment Plant as being a maximum three-month average daily flow of 480,000 gallons per day (July 2013 thru September 2013).11 The maximum three-month average daily flow was divided by the approximately 2,300 ERCs to yield a maximum three-month average daily flow Level of Service of 209 gallons per day per ERC.12 The August 19, 2015 Technical Memorandum identified the number of vacant lots in previously approved subdivision developments.13 Using the level of service which was observed for the existing customers, the projected future water demand for the sum of existing customers and existing vacant lots total 596,956 gallons per day. [Note: Existing FDEP permitted capacity is 750,000 gallons per day,three month average daily flow.]14 11 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,pages 4-5. [The monthly reports for the Orange Tree WWTP,as submitted by Orange Tree Utility Co.,Inc.to FDEP for the period January 2015 thru May 2016,have been reviewed and the average daily flow during that period was observed to be similar to that for the period January 2012 thru December 2014 which was previously utilized by Hole Montes,Inc.] 12 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 5. 13 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,Table 1 and restated on page 7. 14 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 2. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-3 Existing historic maximum daily flow 480,000 gallons per day15 Orange Blossom Ranch Phase 1A [31 @ 209] 6,479 gallons per day Orange Blossom Ranch Phase 1B vacant lots [115 @ 209] 24,035 gallons per day Twin Eagles Phase 1 vacant lots [19 @ 209] 3,971 gallons per day Twin Eagles Phase 2 vacant lots [285.6 @ 209] 59,690 gallons per day Valencia Lakes Phase lA vacant lots [1 @ 209] 209 gallons per day Valencia Lakes Phase 2A vacant lots [1 @ 209] 209 gallons per day Valencia Lakes Phase 6A vacant lots [33 @ 209] 6,897 gallons per day Valencia Golf Phase 2 vacant lots [6 @ 209] 1,254 gallons per day Valencia Golf Phase 2A vacant lots [68 @ 209] 14,212 gallons per day Total Existing and committed to existing vacant lots 596,956 gallons per day On January 8, 2016, FDEP approved permit number 50692-030-DWC/CG for Publix Orangetree, which was based on an application received by FDEP on January 7, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. wastewater system for an estimated 5,023 gallons per day.16 This application was signed by Roberto Boldt, President on December 16,2015.17 On November 4, 2016, FDEP approved permit 34844-002-DWC/CM for Ranch at Orange Blossom Phase 2A, which was based on an application received by FDEP on November 3, 2016. The subject permit application requested connection of this proposed development to the Orange Tree Utility Co., Inc. wastewater system for an estimated 121,044 gallons per day.18 This application was signed by Roberto Boldt, President on October 19, 2016.19 The applications for both of the above permits, signed by Roberto Boldt, indicate a historic maximum three-month average daily flow of 0.405 million gallons per day during the past 12-month period.20 Therefore, the total of the historic maximum three-month average daily flow for the Orange Tree WWTP, combined with the projected demand associated with existing vacant lots, combined with the undeveloped lots recently approved by FDEP [January 8, 2016 and November 4, 2016 total 723,023 gallons per day. 15 Hole Montes, Inc., Technical Memorandum: Orange Tree Utility Company Capacity and Service Commitment Review,Final Report,August 19,2015,page 4. 16 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Publix Orangetree,Franklin Adam Porter,P.E.,Project Manager,page 2. 17 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Publix Orangetree,pages 9 and 10. 18 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Ranch at Orange Blossom Phase 2A,Carl A.Barraco,P.E.,Engineer of Record,page 2. 19 Notification/Application for constructing a domestic wastewater collection/transmission system, Application for Ranch at Orange Blossom Phase 2A,page 10. 20 Notification/Application for constructing a domestic wastewater collection/transmission system, Applications for a)Publix Orangetree and(b)Ranch at Orange Blossom Phase 2A,page 10. 20161123_Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-4 Total Existing and committed to existing vacant lots 596,956 gallons per day Permit#50692-030-DWC/CG [Jan 8, 2016] 5,023 gallons per day Permit#34844-002-DWC/CM [Nov 4, 2016]121,044 gallons per day Total existing plus committed flows 723,023 gallons per day Wastewater System Conclusions As a result of the approval by FDEP of the two permit applications submitted since the completion of the Hole Montes, Inc. report, the available capacity for the existing Orange Tree WWTP has been significantly reduced down to only 26,977 gallons per day (only 3.5% of permitted capacity). Therefore, effectively 100 percent of the permitted capacity has been committed. 20161123 Update to Orange Tree Utility Company Capacity and Service Commitment Review.docx page-5 it- REEMENT.VOR',Dgt4y.LicRXAMPliwipyilip....pAy.ggA..imp:WA4lawATEit.- FOLVENTA:OR-srxitx.1RiticigfOl* 24th THIS.AoREgmENTiimade-and.entered itito.this;glth.d*y of January,2017,by:and-between-the, COMMUNITY itgOtnict:SERVICES, INC. thereinafter refelatilto-as grORS").,.and.the gleAgp..V? couNTY. ,COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS ThE 1:400P100: GOVERNING BOAltri. OF 'MS COLLIER COUNTY WATER-SEWER 0.4110Crt..":(1.**1:4er referred to as: ..InsTRiVir),. and joined 14 VALENCIA GOLF AND COUNTRY. --cagp HOMEOWNERS ASSOCIATION, INC. ('BOA"),which-terms ate used singular or plural, as the 01**Lregoltet, RECITALS: WHEREAS;-the-.District is desirous:of obtaining additional disposal alternatives for treated wastewater effluent producedby its iii.aste*atertreatment facilities(herefnaftet referred to as and, WHEREAS, CRS owns and Operates in Collier County, Florida, an irrigation water*pa)-and provides irrigation Water services ati&distribotiotificilitieStoittfOeities:ood the occupants WHEREAS,CR1.is desirous of obtaining Effluent in bulk.froni the District as en additional' rig**vnter:resourpo..10 be used by its IrilgatiOn.water system upon the property o..t!erN614-410 HOA: exercises centre).or#ovideagovernance and Aeryleetkinelndingetiltintamidittigertaidentiar home sites within the Valencia-Golf--and"t000rq.:0*reou...1toolty and•the common areas for.the .HOA.: but excluding d*Yalentiiii Golf CourwiiirdatiSentideirelOpeclland(liereinaftertefertedlii as-"Property"). NOW,THEREFORE,in consideration of the covenants hereinafter contained and other good and ralttable.iconsideration,the parties hereto as follows:, 1. .:IN.CCWOlkATION,OF RECITALS.Each Quoieopyt 100.1tals-arkliegibp*oporated into this.Agreement as if fully set forth herein. 2. PURPOSE.CRS has requested,and District has tigreed to provide,available Effluent in ha-for-Cite as Air:.irrigation water resource by the CRSitrigatiat-itiater,system. District shall deliver the EffluenttoCRS at the Point of Delivery,,,-as,.definedherein,from a flow meter-to:hi installed,Wafer and maintained by District,and CBS will utilize said'Effluent°Wort-the:Nom*. 3. QUANTITY.The Os irrigation water system is 4.10Nstrigq demand.based system; therefore the .4tiont0-ot.Efiluent.*liecleliyered to-CRS by the District shall be *ermine by CRS wig**water systep.Oser-de#11oit The Effluent shall be deli*erodas spon..tiathe District is able to provide the Effluent,provided the District shall give CRS at least thirty.(30).days written notiCanf its intent to commence delivery:of the Effluent to CRS. 4. TERM, CRS agrees:hi accept the Effluent from the District at die,Point of Delivery.as defined herein for residential and commercial irrigatiOtr:fOr a.:tiekiod.brfive.01 years from the date of this Agreement. Thereafter, Weis.noticed in writing, the Agreement shalt.be.automatically renewed for successivefive(4 year periods,unlessterminated by:either,partyaSprOvidedlor herein: S'. QUALITY The..Effluent dolivcred to CRS. shall be. "polished":effluent.that:has:been;: treated:by-fthe District to is quality meets:the standards for irrigation use with unrestricted public arq#snota anzl*eafier•reqti>iect by the--Plonda Depast of Eiivironment-alProtection R ases offinis.Agreement,"polished' effluent shallmean tic blend:of membrane.softening concentrate- a*Xi reclaimed:;Water, and sbal_lbe_in a rd with llrequirements s f.permits issued.by local, state and:: Fede attegtilateiry-agencies wititiurisd[ction.over s .. :' ac es.. 6. POINT OF DEL Y DEFINED The Point of pelilyew-prEffloont.shall be where the.. affluent passes fo,u the TDiatrict's_G mob affluent Pipeline to CRS's 1`6 inch discharge transmission mainor.to..!the CRS meter system as.described inExhibit "A" attached.hereto, Thus District:shall own;Opd:_shall be:deemned.to he in possession and.control ofaperadetgadmaintain.tlie a>ffltlei'>t deliverysystem an the Effluent_therein,upstream:of ttte Paintif:of Deliverl+ CRS shall ovwn,operate and•MaintalitzlheieltUeatand distribution system, and: shall.be deemed to be in possession. and control of the Effluent therein,;. downstream of the Poiirf o€Delivery:tet the-point where the Fffluereent- cts the system the:users ofthe. 0g.Sirrigatiaaiwater sy i.;14 k,Pont•trf Dehiveg+is used as mgitlar or:pinral es the eantext retltttres 1 iiy improvements1..troproomenta.neettedIO connect the:D strict's effluent delivery•sys i to•the•Point ofVelivery shall bre I).t0e Sole responSibility of the District lii) subject to CBS approval,which shall net be unreasonably. withhel+c -..044000.:,:$00.:#40 to adversely impact•the system,.fealties and Operations.of CR8,and:(i )'as permitted.b tf a.FDEP.. 7. DISTRICT.R PONSIBiLITIES UPSTREAM.OE`.POINT :OF DEI IVERY.`:District. shall be:responsible.for all design, construction;:permitting, :fencing-of all: costs, and placing operation 4heeffittent dellyery.systein up.to the;Point of Delivery.District shall bear all costs:of operation. and maintenance'of-theeffluent.delivery system up to and includiog-the Point of Delivery. 8._ CRS RESPONSIBILITIES DOWNSTREAM OF POINT OF DELIVERY.C :sha11.tile` financin of all costs and placing in operation erespotuatblefarthe: t tgt<consgru on,perms $ , ,$ : . .ttut irrigation Water system downstream of.the point of Delivery : e point There.the Effluent.entersfathe. flee t the system .of the users of the::CRS::irrigation water system. CRS shall bear all costs of operation:and maintenance•of tl a irrigation=water system:doarnatream°.of the•Point.of Delivery to:-he.point-where::the Effluent cnte4the system.of the users::oftcCRS irrigation watei_systera 9:. ls.4ONfTORINO District shalltake full responsibiility for all:costs of;any ground:water monitoring.plan stipulate 'andior required.by the applicable state andlor federal permiitting agencies:far operation,for.the Digtrictand= portions of the:-efthteritirrigation system. STANDARD'OF:MAINTENANCE. cas.shall maintain ts.::irrigation water:.,.system downstream of tt Point:ofDdhvery to:the point where€ l e.Etflue nt:enters the system.of the users Of the• CRSIrrigatiita.water system at standards equal to:the maintenance:standards foie comparable irrigation water systemt maintained by;t District.District:shall:nave et a "x ;ht:but..not the•duty,to•inspect the CBS•:;urigatiou water system to:correct.Maintenanee defteieneies,and-charje,CRS therefor..`but poly after the District first ;provides CRS written notice; of the defcie cies;; tine opportunity to correct Alfie: deficiencies,and-CBS fails to Make sign ficant pr gee ss toward-:corr..ect ng the defieiencies.within:nin ty O.0)daysr-orsaid notice:.Nothing initis Agreement shaltreguiire:::CBS to:>modify,or.expand the capacity elf,its err gation water systesin: 11. RATE.'1 O EVOIARGED FOR EFfaIENT.For'furnishing of'the Effluent,:the District shall initially charge and CRS shall pity the lowest rate established by the District for bulk reclaimed water that is in effect at•the.ti meithe District commencesdelivery (hereinafter referred to as "Effluent. Rate"). 2 RATES-:•CHANORS.TheD ffha tbdetteaSentilatircate4liegeltient- Rawfront.thrieftytiirte tipcimproviding,•thittx(24/)tlaySitleiiViiiteit.notiOe•Oftiate,-Cf*.tiO,yin further 44iscriofthe Board of County Commissioners Any mcrease india Efflkaeiitbte shall only Mite OVO4t,ithO, 134tripeOriptp-so*.pagts.representimproduction,teiititietitalid„delivery:of the Effluentor the retalt. of tc::--rate-Arody-*Itieh:determines that an increase in the Effluent Rate is:,xequired-Wilentiee•the:Obahr•-tifi. p)pdOetiOt44.00rnent:And deliveryof the Effluent,Aurcate:iincrease..shall be Al*same increase or rate charged-wsirnilarlYsittuded•irrigationwatersystentsn, 1ho ijT6#11 zead the flow meter -at• least Menthfy and bill CRS: hiniorithlyfrifthef.AlttentquantityattetitedbyCRS during.the1billingperied,- 14; , EFFLUENT-AlTAILABILITY. The•District.shall:tnalte a diiikont effort to take be Effluentavallable toCRS during pach2414our period:. 15 CRS!EMERGENCY $17-1VATIONS. The:parties acknowledge and agree that the• hriptitniwater systere:--Iti-At.pressureilenakod--based system:6)1(14s riot:designed- accept•forvediflovis in emergency.altuntiona,In the event or-an emergency,as defined below, CRS shell notify any-of those•District representatives let furth herein and request that the punilng xt Effltrent temporarily cetaw!Suoh notice shall barn writtrig.where..eircningrinCesperniit andkin:theevent-nf aujinpecliate•eniorgencyi••Ogft notice may be by telephOrie tVitlitubtetliretit written confirmation::ErnicrsenCiesi-sladl include but shall a) Climaticvanditions-such.astunic4n*Boodk:,titiiniegikixxablyexcessiVentitifall. vvidelilnake knot reasonahlyferialble leeritS*00CepttheirtitlEffltreit Shortterutequipmentor•mcchanical faure.makingitnot re„isonably-f6a0516 fOr.,C1().S:to-tlistribulethe trented011trent 0) An Act of 004 winchOakes it not reasonablyfeasiblefor CRS to.accept or distrfiSteOetteeted Effluent 16 NOTIFICATION OF-DISTRICT.Those representatives:of Distriet wWshall. noticed illtheekent,Orgin einergency: a). CoU1eContyUtilitieaAdthiñIsttati1e 3339 Tamiami Trail E Suite 301,Bldg H Naples, floridrt14111 2.39)4522380: 1 'Callier-CountyWaStewatitllirector 3339 Tarniatrit TirritE.,Eiiitc.301,1314 14' Nrgiles„Eloridk$41:1•R: 25242,87 e) .sopeirvisor,Collier Coy:Northetairity: Aegiontil Wasterracr.Trealinent Eatility if and 2:39):2152435.0, vidsen emergency situations ter;•Pit ct will notify 'RS and the HOA u i11 notifythe Distiictby teleghone rindfolle,kupVithitlettet Stating the taitOreortheeirierginicy and the aliticifisiteddttration.:• IT. DISTRICT NOT LIABLE:10R FAILURE TO DEIVER EFRXENT., The-INEtrict- hrilltotr.:lie held liable by CRS forfailureAp.:deliver Mined situation preventing-such aVriliable groittidOalerttottregapotsuant-to:itslodernsepettnifsiSsued bykbe spokflpridwAVater:Maniigethig DiStriafer•re044tiefilnent..30cli..Sittratinea shalt*intik Initootbelimited ta; Ailaeltottteittedvastewater.effh.tent:dtte3O lossorlitekof flow to theireatment. plentorAtifttyprobeaSfailort: b). COottuniitatithetreatedvestewater effIttentmairiegituunsablefer• irrigatton Ectuipmentor failure in$0,.trOted.tivaste.WaterefflOtotAeliye*.:Syttga! inclildingstorge and d). An Act OfGod•whielitualcisdeliVorybythe:Districtilotasenably feasible-or: impossible. M NOTIFICATION OF'CRS•AND. THE HOA The representatives of CRS and 1110:-HOA whoslialtbe:taotfflectinthe event ofan.entergeney.orThitrieriinabilitytOdeliver effluent are: ConitnunitY Resour*Services,Inc. 4$ O Eireattivit esFL 34119 239)59“0.88 h) Valeaairteolrand.COarttry.ClebIloincovinersAsseeiatienarie. 17.11.DeubleEtigle Trial Nap1es;FL1.41:2(y 13.9))5447.10 IfiedVelienernergeney-situationstieciirillieDittrict vafnetifyCRS,byteleplione:and folIONVAriVittia letteratating,the natureOftlieomergeney aid the auticiPitaddintition. AVIMEN NOTICE OF ADDRESSES .AND:TELEPHONE Cl. 7*.:1;nsTic.t.ago-..cgs.:may change the-above mailing addresses phone numbers:.at any time upon givioglho.olltstpsrty:wiii1e016tiikstiolVOttjpi:066tOtT6tiopstekly1,11.5 *4 20 USE OF EFFLTJENT CR8 shall use tho.::Effluerit..dolivered-bythe Distictand.provide it tlirotigb,•:4,ti:inigatien water system rot-irrigation.oty•OWIkopettyin any Manner detertnitted.by•MS, except that of the.Effluent shall be consistent withlocal,state and federal regidatiOnS.Except:at:the normartuse-ofthe:irrigation,watersystem may inoidentaRy.spray:Effluent intothelikeS,pondS, ditches and:Sloughs on the Ptopetty$:(AS.,:ghott not disehargeEffluent,directly,intrktlie surface waters Of the StateofFloridawithoutwrittenauthorizationfropt-tbeEPEP:CILS.shall-talce:allmeasonable precautions as to its irrigation Water,system to prevent confusion between..offigoot soutoes and 61* water sources doivnitriarit of the Point of Delivery by complying with all 01$0611$16 rules and perniit.:04ireroents regarding publinnoticenfthetkistence Of reclaimed water but notlithited:16,tegitirect.gigosgo: The District shall be deemed to be in.possession and control of t136 =opt until it shall have been delivered to CRS at 1.40. Point of Delivery, after wlic1i delivery .0R$ shall be deemed to be in possession and contra of the.Effluent,toAho-point where the Effluentonsets the system of the users of the CRS-irrigation wateraysterii: 21 EXCUSE FROM PERFORMANCE 1W GOVERNMENTAL ACTS If fbr any reason during!the tetin:.of this Agreement, local, state or•federal.-governments or agencies shall fail to issue necessary permits, grant necessary approvals, or shall reqUire. atty. change in 0*operation of the treatment,.transmission and ilistribution systems or the application and use of Effluent;then to,the'extent Mauch:requiretnents.:abaniaTeet.the ability of any party to]perfonneny.df the terms-or this Agreement.. the Wetted.partyshall be.excused from the performance thereof and..a.new agreement shall be negdtintedi:if*eatble,hy-thevartiaahereter in pontonnitywWsncb-perrnits,approvals,or requirements. However, nothing shall require CRS-otrasttiot to accept any new agreement if it materially alters the: party's rights or obligations hereunder.or requires a material expenditure. 22; DISTRICT'S RIGHT TERMINATION. shall ha*.tbes4stitAnteritinate. this Agreement irCRS-failatd-itedept-Bfflitent dilder'.:the.=:entrditiOns desOnlieditercitti....brr,ir performance is prevented bylitigation,nrif CRS isor reasonably appears be illegally disposing of or rising theEffluent„or If any gyeritheyondtbeicentral.dt the District or if CRS fails, after reasonable written notice and reasonable teppertjty-ilo.cure,:to pay delinquent fees, rates, or Charges(hr services endihcilitiesprolidedterniulattlils!Agreentertte 23. TIME OF TERMINATION:Where tertninatiOn iSponninedunder this Agreement on the paw of either.patty, such ternneetion Shall Oat Omartiefdre,ninety.,(90)days alter the terinina(ing.;party has-notifigillientherpartylitVritin&-. 24; ACCESS. After reasonable notice to.CRS. the District_ship Utve.Abe right,but.notthe duty,„ ,-re*iel.;v:.artidinspett.at reettittable times the practitel,of CRS respect to conditions agreed to herein. Such inspectionshall the purpose of review of the operation of the.effluent irrigation.system, for inspection of diatdbution.mainvenddpputtenances,and for sampling at:any-the District's monitoring wells.CRS may have-rt:representari*nacompany the District personnel. INDEMNIFICATION..-COS 10141twTi.9*,,:ln consideration of ten Oilers,:receipt and sufficiency of which is accepted through the signing of the Agreement,-Shalt defend, indemnify and hold.ithe:District 'bong*..freet and against all Saint. and liability arising out of itodischarge caving] environmental pdllution.if-such discharge .ariiies.. directly 'from,the.action:',of CRS in the operation Of.:•fts.:trttation,-synter-system.and not from the operation of lhriities. To the extent eljolotliby Florida: law, the District, in consideration of ten receipt and sufficiency of which is accepted through the signing P-r:4!:0:AgteettPutt;shall defend, wen** and hold CRSand 0te, HOA harmless trer4 :itey::044;41.tieitoand liability :glib* out of any *hero ocoing. environmental pollution if such .discharge arises directlyr fromt the action of the District in. the operation of its facilities, including the. •Diatriore.. Effinent.. delivery :system. The, fOregaligi indemnification bythe-Mittrievaltall not constitute a.waiver of sovereign immunity the limits set forth in Florida Statutes,Section r:pl.s.Qt,gtoitOrTHIRD PARTY BENEFICIARIES. Agreement is 3610y-for-tie benefit-ofthe formal parties hereto,and their successors in interest,4nd no-tight or case of action shall Fter-oti.toett.br by reason hereof,M.or:fOrtnbennfitanythirdpitty net a party hereto. 27. SEVERABILITY.If anyPert:of this is found invalid or unenforceable by any court.suell-jnyeadity.or,unenferefOiTiy-stiigincit affect the other parts ofthis Agreement if:therighta and obligatiow iefibeiparties contained therein are not materially prejudiced the intentions-Of the parties tat:eiiiiannete$e effected.To that end;this Agreemet*is:dgelaredseyorabla. 28, LAND USE APPROVALS.This Agreement ehall net be construed as a basis for either granting ror...--;gpri#1.041-A*4atipg,::or•denying,.refusing to grant or preventing any future.grant of land use or zoning approvals,permissions.variances,special exceptions,or any.(00.0g0.14 with respect to the reel- property:irtthe itrijoge4,-,eree, 29: APPLICABLE LAW..This. Agreement .and, the proiiiiionscontained:herein:shall be 5 WITX.B.S.S.W11E:OOP,.tlic:fOregoiarparlio**001:iseri404-th llsocis-04*i:it.he day alid)Oatifa*-:•ab00 tatatio7 nod. ATTBM MIKKINITY RE$02c.'-',.Fay'. .,••;10;.,. ::: .. By: Steglen.q..:Lov6t.zillice:PreSiderit Roberto :. t,President ATTEsr.! vAt4Nook,GoaAND..-cotthmixoLurt HoNmowi4ERs:-Ass-ocrAZON;'1.1.1C., By: leffely.:Iicieli.:Posiilera.of Vakncla Goife4Pouritty Cluk-IjOrneownersr Assecialioti,:Inc, A -- i.•STS: ,:, •• ,.::'., BOARD OF COUNTY COMMISSION:Eke, ,`'.-' • — 1 •; -:4 1 i .$ OF.COLLIBIt..COUNTY,.FLORIDA,_A,&=•,'-'; •• i.,,‘„ ift . ', e k EX.4)FEICIOTBEC4OVERNINa1OARWqF.•:. THE COLLIER-COUNTY WATER-SEWERAttestatat'airm. .'t sign-ature only:: . 411px..,,, .:_.-as ,,,,•_,.:r;::.,,. Penny Taylor, ' airma MO.*,(ii•. ,, ii .: Jef fr- A , atzkow 64-1.1tsieteigi:.0.14 :,.Atorney yti 1 STA .-- . FLLDA COUNTY * pi.4,mit The fpregiiiag .• ':•ernent for.poliSry an Use of Bulk Trcatc4::Wasteviator.gfa.000t for Spray litigation:villa:acknowledge.: - otetyRObcdOBoll4Tresidcati of Cormnuaity Resat=:ServIces,.hit.: WII'N.ES$ray Wald-aiid 0. ",, scal:thIs . day of NOTARIAL:SEAL) NetaryPub.• My coning-„ pires: 7 STATE,OF FLO A COT V r.QFC0LUF.Ra TIIEREBY CERTIFY thatcon:,, day,>:b moi ,ine;:au officer:duly audierized ia;the.state and: connty aforesaid;to talresacknowledgements :wally appeared well'blown to,:me to be t i ,ta1i n:of•the Board olCounty i i•, .;:CoWer:County.'Florida;as The!Governiing."Body: Cother Coup and;as F.si.a.-a o tete-Covetung of The!pettier County rater-Sewer"lhsmcti bei ig.authorized so to..do, exec the forgoing.$. E tdent for the:purposes thereia contained udder authority.duly invested by:the Hoard.of e:, i co issioners,and that the seal aff d thereto is:ttie:trueaesl ofsaidBoard;. WITNES$=ni3r°:ttandfadd Official.seat:iu the Cauaty. add, !- ;lask afrireaa =this; - day of Natarial'Seat) Netery l;tlt e lvly Commission Expires: 8 STATE,OF FLO A COT V r.QFC0LUF.Ra TIIEREBY CERTIFY thatcon:,, day,>:b moi ,ine;:au officer:duly audierized ia;the.state and: connty aforesaid;to talresacknowledgements :wally appeared well'blown to,:me to be t i ,ta1i n:of•the Board olCounty i i•, .;:CoWer:County.'Florida;as The!Governiing."Body: Cother Coup and;as F.si.a.-a o tete-Covetung of The!pettier County rater-Sewer"lhsmcti bei ig.authorized so to..do, exec the forgoing.$. E tdent for the:purposes thereia contained udder authority.duly invested by:the Hoard.of e:, i co issioners,and that the seal aff d thereto is:ttie:trueaesl ofsaidBoard;. WITNES$=ni3r°:ttandfadd Official.seat:iu the Cauaty. add, !- ;lask afrireaa =this; - day of Natarial'Seat) Netery l;tlt e lvly Commission Expires: 8