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Agenda 07/07/2015 Item #17E7/7/2015 17.E. EXECUTIVE SUMMARY Recommendation to execute the proposed Mediated Settlement Agreement and Integration Agreement, which integrates the Orange Tree Utility Company water and wastewater systems into the Collier County Water -Sewer District, to provide water and wastewater utilities to Orange Tree Utility customers pursuant to the May 28, 1991 Agreement, as amended, between Orange Tree Utility Company, Orangetree Associates and the Board of County Commissioners of Collier County; accept the Staff Report dated June 23, 2015 pursuant to Section 124.3401, Florida Statutes; approve existing Orange Tree Utility contracts and agreements with vendors and suppliers as those of Collier County; approve 9 Full Time Equivalent positions; approve a Resolution changing the District boundaries; and approve inclusion of the proposed budget in the FY16 Collier County Water -Sewer District budget. OBJECTIVE: To have the best - value, short- and long -term plan and execution for providing reliable, sustainable and compliant water, wastewater, and irrigation quality water services to the current and future customers of the Northeast service area of the Collier County Water -Sewer District ( "CCWSD "), including the subject property known as the Orangetree Planned Unit Development ( "PUD "), pursuant to the agreement dated May 28, 1991(Agreement) as amended, and a proposed Mediated Settlement Agreement and Integration Agreement. CONSIDERATIONS: The Board approved the original Agreement (Exhibit 1) dated May 28, 1991, whereby interim on -site water and wastewater facilities of the Orange Tree Utility Company ( "OTU ") would service the PUD until the utility facilities are acquired by CCWSD or connected to the off -site CCWSD utility system. The Agreement calls for a no -cost conveyance of utility facilities, including utility easements, to the CCWSD. Amendments to the original Agreement provided for acquisition by, or connection to, the CCWSD no earlier than 2014, inclusive of a one year's advance notice to OTU. On March 26, 2013 as Agenda Item 1 IA, the Board directed the County Manager, or his designee, to give notice to formally initiate the integration of the OTU into the CCWSD. Notice was given to OTU on March 26, 2013, which started the 12 -month notification period. The takeover of the OTU utility facilities by the CCWSD will provide reliable services not only to the OTU service area, but to other potential developments in the Northeast service area. The closing date for transfer of the Orange Tree Utility to the CCWSD is September 30, 2015. Phase I of the Northeast Utilities Service Area includes the takeover of OTU and commenced on March 26, 2013 with the notice to OTU. This phase has included engineering evaluations for gap analysis and confirmation of the current OTU facility operational conditions. The Mediated Settlement Agreement (Exhibit 2) and Integration Agreement (Exhibit 3) presented to the Board represent the culmination of CCWSD's due diligence and other protracted efforts to accomplish the integration of the OTU systems. With the approval of this Board item, Phase I is complete. The proposed Resolution (Exhibit 4) includes Staff's Report (Report) prepared Nabors, Giblin and Nickerson. The report provides a brief history, a discussion of impacts on utility customers, potential future financial predictions and other material facts required to be considered by the Board pursuant to Florida law. Staff recommends Board approval of the Mediated Settlement Agreement and Integration Agreement for the reasons stated in the Staff Report. Packet Page -2747- 7/7/2015 17.E. To fully provide efficient utility services to the Northeast Service Area given growth projections in this area of Collier County, staff recommends expanding the CCWSD boundaries to include most of unincorporated Collier County, excluding areas serviced by the City of Naples, City of Marco Island and Everglades City, and other areas serviced by private or other utilities, currently including Golden Gate City (FGUA), Immokalee Water Sewer District and the Ave Maria Utility Company (Exhibit 5). Current staffing levels at the Orange Tree Utility include 3 office staff, 4 plant operators and 2 field operations staff. These employees will be able to apply for the recommended positions with the CCWSD through the normal hiring processes established by the Collier County Human Resources Division. FISCAL IMPACT: This initiative will posture the CCWSD to serve the Northeast service area, including the initial no -cost ownership transfer of OTU assets including current plants, pump stations, lift stations, gravity mains, and pressurized pipes that serve the existing customer base. The CCWSD will be able to serve the Northeast Service Area via interconnections between its water and wastewater treatment plants and existing CCWSD in- ground infrastructure, along with the existing OTU facilities. Current available capacity at the existing treatment facilities will be utilized to service the future Northeast Service Area customer base. The CCWSD may need to expand OTU facilities as demand warrants. Customers connected to the system as of the integration date have no impact fee liability. This serves as the 90 day notice that connections after the integration date will be subject to CCWSD impact fees (Exhibit 6) to the extent the capacity is not previously committed in accordance with Section V of the Integration Agreement. The estimated impact to the Collier County Water -Sewer District Operating Fund (408) in FY16 is summarized in the table below, which includes initial investment in system maintenance, repairs and equipment necessary for the efficient operation of the system. The operating margin will be a source of funding for necessary user fee (Funds 412 and 414) CIP programs in the northeast service area. Orange Tree Proposed FY16 Budget October 1, 2015 - September 30, 2016 Water Was tewate r Total Revenue $1,146,000 $1,623,000 $2,769,000 Operating Expense Personal Services $482,000 $307,000 $789,000 Operating Expense 432,000 467,000 899,000 Capital Outlay 120,000 120,000 240,000 $1,034,000 $894,000 $1,928.000 Net Operating Budget Transfer to CIP $12,000 $579,000 $591,000 Reserve for Contingencies /Cash Flow $100,000 $150000 $250,000 Total Expenditures $1,146,000 51,623,000 52,769,000 Packet Page -2748- 7/7/2015 17.E. LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for BGard approval. —SR T GROWTH MANAGEMENT IMPACT: This initiative meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDATION: That the Board of County Commissioners, Ex- officio the Governing Board of the Collier County Water -Sewer District, direct the Chairman, or designee, to: 1. Execute the Mediated Settlement Agreement, 2. execute the proposed Integration Agreement, 3. accept staff s report dated June 23, 2015, 4. authorize use of existing Orange Tree utility procurement contracts for vendors and suppliers necessary to operate, maintain and repair the utility system, 5. approve 9 Full Time Equivalent positions to operate the water and wastewater treatment plants, maintain and repair the water distribution and wastewater collection systems and provide on -site customer service, the minimum number of FTEs required to be fully compliant and in line with current Orange Tree Utility staffing levels, 6. approve expansion of the CCWSD boundaries, 7. approve inclusion of the proposed FY16 operating expenditures and capital improvement projects, including work orders, in the FY 16 adopted budget, 8. transfer operating permits and utility services (FPL, etc.), 9. integrate the Orange Tree Utility financial statements with the CCWSD financials. Prepared By: Joe Bellone, Director, Financial Operations Support, Public Utilities Attachments: Exhibit 1 – Agreement dated May 28, 1991 Exhibits 2 and 3 – Mediated Settlement and Integration Agreement Exhibit 4 – Resolution Exhibit 5 – Proposed CCWSD boundary map Exhibit 6 – Impact Fee Schedule Report Appendix B – OTU Annual Report 2012 Report Appendix C – Engineering Report Report Appendix D – Letters of Endorsement Packet Page -2749- 7/7/2015 17.E. COLLIER COUNTY Board of County Commissioners Item Number: 17.17.E. Item Summary: Recommendation to execute the proposed Mediated Settlement Agreement and Integration Agreement, which integrates the Orange Tree Utility Company water and wastewater systems into the Collier County Water -Sewer District, to provide water and wastewater utilities to Orange Tree Utility customers pursuant to the May 28, 1991 Agreement, as amended, between Orange Tree Utility Company, Orangetree Associates and the Board of County Commissioners of Collier County; accept the Staff Report dated June 23, 2015 pursuant to Section 124.3401, Florida Statutes; approve existing Orange Tree Utility contracts and agreements with vendors and suppliers as those of Collier County; approve 12 Full Time Equivalent positions; approve a Resolution changing the District boundaries; and approve inclusion of the proposed budget in the adopted Collier County Water -Sewer District budget. Meeting Date: 6/23/2015 Prepared By Name: Joseph Bellone Title: Division Director - Operations Support, Public Utilities Department 6/9/2015 3:10:30 PM Submitted by Title: Division Director - Operations Support, Public Utilities Department Name: Joseph Bellone 6/9/2015 3:10:32 PM Approved By Name: Steve Messner Title: Division Director - Water, Public Utilities Department Date: 6/9/2015 3:49:00 PM Name: JacobsSusan Title: Operations Analyst, Public Utilities Department Date: 6/9/2015 4:15:58 PM Packet Page -2750- 7/7/2015 17.E. Name: JohnssenBeth Title: Division Director - Wastewater, Public Utilities Department Date: 6/10/2015 6:00:49 AM Name: ChmelikTom Title: Division Director - Public Utilities Eng, Public Utilities Department Date: 6/10/2015 8:18:23 AM Name: YilmazGeorge Title: Department Head - Public Utilities, Public Utilities Department Date: 6/10/2015 8:23:10 AM Name: TeachScott Title: Deputy County Attorney, County Attorney Date: 6/10/2015 10:26:57 AM Name: FinnEd Title: Management/Budget Analyst, Senior, Office of Management & Budget Date: 6/12/2015 9:39:03 AM Name: KlatzkowJeff Title: County Attorney, Date: 6/17/2015 12:17:27 PM Name: Casa] anguidaNick Title: Deputy County Manager, County Managers Office Date: 6/17/2015 12:28:11 PM Packet Page -2751- 17 1991 12 M 9 5 ( Q 16 Z� 7/7/2015 17.E. ED iLLIER COUNTY ftEC01Z0 OR BOOK PAGE AGREEMENT fS.c O THIS AGREEMENT is made and entered into this . r ay of J1991 by and between Amnon Golan, as Trustee under that certain Land Trust Agreement recorded in Official Record Book 1347, page 2331 et seq, Pu ecor , ollier County, Florida, (hereinafter referred to "Ora etre " ; .Orange Tree Utility Co., a Florida Corporation, ereinafter referred to as "Utility ") and the Board of County Commissioners of Collier County, Florida, as the Governing Body of Collier County and as Ex- Officio the Governing Board of the Collier County Water -Sewer District (hereinafter referred to as "County "). R E C I T A L S: WHEREAS, Utility is a.corporation that is funded by Orangetree; and 'WHEREAS, for the purposes of this Agreement, the term "Developer" shall mean and collectively refer to Orangetree and Utility; and all benefits, responsibilities, obligations, duties, covenants and liabilities arising from this Agreement, relative to the subject water and sewer related utilities, -shall be joint and several as between the parties who comprise the Developer; and WHEREAS, Orangetree represents and warrants that it is the successor to those parties described as "GAC" and "Trustee" in that certain Settlement and Zoning Agreement recorded at Official Record Book 1180, Page 1557 et seq Public Records Collier County, Florida (hereinafter "Settlement and Zoning Agreement "); and WHEREAS, Orangetree represents and warrants that it is the owner and prime developer of certain land more specifically described as "Subject Property" in the Settlement and Zoning Agreement (hereinafter "Project ") which is one and the same as the lands encompassed by Collier Count �ne AZ- 1.'i�. _d commonly referred to therein as t "orevelopment' save and except for individual lot or lan ssince 198 ; and WHEREAS, this Agreement shall serve to clarify and better articulate the procedures, covenants, obligations and responsibilities arising from the general development commitments concerning the provision of water and sewer related utilities to the Project which are attached to the Settlement and Zoning Agreement; and WHEREAS, the Project's PUD Ordinance, Collier County Ordinance No. 87 -13 and as amended on even date, concerning the provision of water and sewer related utilities to the Project, Packet Page -2752- 11 (1 1 b I J 0 OR BOOK 10 PAGE 7/7/2015 17.E. requires the Developer to provide on -site water and sewer treatment and related service facilities to all developed portions of the Project ,?ntil Collier County makes a formal request to serve the Project with water and /or sewer services; and WHEREAS, Settlement and Zoning Agreement requires, and the Developer acknowledges and ratifies, that the Developer shall freely and voluntarily convey at no cost to the County all water and sewer treatment plants and distribution /collection and transmission system components in existence at such time in the future that the County formally indicates its desire to serve the tr Project with water and sewer related utility facilities; and WHEREAS, Developer represents that Utility is authorized, or will be authorized prior to providing utility services, by all appropriate regulatory agencies to provide water and sewer treatment services to the Project as contemplated herein; and WHEREAS, the Settlement and Zoning Agreement and Collier County land development regulations require, and the Developer covenants and agrees, that the Developer shall connect any on -site utility system serving the Project to the off -site utility system operated by the County when the County system has been extended to within 200 feet of the Project and the available off -site County utility system has available capacity to service the entire Project; and _ WHEREAS, Orangetree and Utility have entered into an agreement under which Utility has agreed to provide on -site treatment until the utility facilities within the Project are connected to the off -site utility facilities operated by the County and the County facilities have available capacity to service the Project or the County formally indicates a desire to assume the on -site water and sewer service of the Project; and WHEREAS, the extension of the off -site utility system operated by the County to within two hundred (200) feet of the boundary of the Project shall not be required of the County as performance under this Agreement; and R'HEREAS, all parties to this Agreement acknowledge and agree that the decision as to whether or not any off -site utility system operated by the County has the capacity to service the Project shall be made solely by the County; and WHEREAS, at such time as connection of the Project to the County's off -site utility system appears imminent, the County shall supply sufficient notice to Developer and Developer shall thereafter take the requisite action, if any, required by the Public Service Commission to effectuate connection of the Project to the County's off -site system; and Packet Page -2753- UUIbLJ UUIJ4i OR BOOK PAGE 77/2015 17.E. WHEREAS, all parties to this Agreement acknowledge and covenant to assist and cooperate with each other and expeditiously this Agreement relative to advance the intention and terms of actions or prior approvals, if any, required by the Public Service Commission in order to effectuate connection of the Project to the County's off -site system; and ,f �• WHEREAS, Orangetree acknowledges its obligation to either�'�? dedicate all appropriate collection, distribution, transmission q and /or treatment facilities and appropriate easements to the Utility prior to placing said facilities into service or, alternatively, to dedicate all appropriate collection, distribution, transmission facilities and easements to the county for leaseback to Utility in accordance with standard County procedures and that, in any event,. such dedications will be made in a manner acceptable to the off ice of the County Attorney so as to ultimately provide for a smooth and effective conveyance of the subject utility facilities and easements to the County; and WHEREAS, the Developer has. previously accepted the terms and conditions set forth in this Agreement as part of the County's review and approval of the Developer's land use petitions, and more specifically, as a part of the Settlement and Zoning Agreement; and WHEREAS, this Agreement is entered into by the County at the request of Orangetree and Utility in order to articulate the County's willingness to now forbear from making_-gny formal requests to provide water a ewer sir a to t- Project as contempla£e erein until on or after January l,_ ZkQ;,p.as well as to clarify the procedure-•£or any f ture transfer of water and sewer and related utilities service from the Developer to the County. W I T N E S S E T H: NOW THEREFORE, in consideration of ten dollars, the covenants contained herein and other good and valuable consideration exchanged amongst the parties to this Agreement, the parties agree as follows: 1. RECITALS INCORPORATED. The above Recitals are true and correct and shall be incorporated herein. 2. INTERIM FACILITY. The appropriate on -site collection, distribution, transmission and treatment facilities are to be constructed as part of the proposed Project and shall be used as an interim facility; all utility facilities shall be designed and constructed to State and Federal standards and are to be owned, operated and maintained by the Utility or other successor entity 3 Packet Page -2754- n o 1 6 2 3 OR BOOK • (1 I) l x7/7/2015 17.E. PAGE satisfactory to the County until such time as the County's off- site utility facilities are available to service the Project or the County indicates*a desire to or is required by law to assume the on -site water and sewer service of the Project. The subject utility facilities shall supply services only to the Project or, subject to the County's approval, other lands owned by the Developer. Developer covenants it will not provide service outside the Project without the written consent of the County. 3. DEVELOPER TO DISMANTLE. If the County does not assume operation of the utility treatment facilities then, upon connection to the County's off -site utility facilities, the Developer shall abandon, dismantle and remove from the Project those portions of the interim facilities not required for connection to or service by the County's off -site system. All work related to this activity shall be performed at no cost to the county whatsoever. 4. CONNECTION TO COUNTY'S OFF -SITE SYSTEM AT NO COST TO COUNTY. Pursuant to the terms of this Agreement, connection to the County's off -site utility facilities will be made by the Developer at no cost to the County within one hundred twenty (120). days after such facilities become available. The cost of connection shall include, whenever the County requires, but not be limited to, all engineering design and preparation of construction documents, permitting, modification or refitt Ong of existing pumping facilities, construction of new pumping facilities, interconnection with County off -site utility facilities, any transmission,'distribution or collection lines necessary to make the connection and any required environmental audits, including the expense of bringing the subject facilities into compliance and response costs for clean -up removal or remediation. 5. CONVEYANCE OF INTERIM TREATMENT FACILITIES NEEDED FOR CONNECTION AND /OR OPERATION. At the time the County's off -site facilities are available for the Project to connect with, or in the event the County assumes operation of the interim treatment facilities, all utility facilities required by the County to make the connection with the County's off -site utility facility or to effectuate a service transition to the County shall be conveyed to the County pursuant to County ordinances and regulations then in effect, together with all utility easements required by the County. All construction plans and technical specifications related to the connection of the County's off -site utility facilities shall be submitted to the County for review and approval prior to commencement of construction. 6. CUSTOMER TURNOVER. All customers served within the Project on an interim basis by Utility shall become customers of the County at the time when the County's off -site treatment facilities are available to serve the Project and such connection is made, or at such time as the County accepts the conveyance of 4 Packet Page -2755- I 00 1 623 (lU 1 7/7/201517.E OR BOOK PAGE the interim utility system and /or assumes operation thereof. Prior to connection of the interim facility system serving the Project to the County °s off -site utility facilities, or conveyanca of the interim utility system to the County, the Developer shall turn over to the County a complete list of customers served by the interim utility system within the Project and shall not compete in any way with the County for the service of those customers. Developer shall provide the County with a detailed inventory of facilities served in the Project and cooperate fully in the transfer of any billing procedures. 7. SYSTEM DEVELOPMENT CHARGES TO BE PAID PRIOR TO PERMIT ISSUANCE. Developer agrees to pay all applicable system evelopment charges or impact fees at the time that building permits are required, pursuant to County ordinances and regulations then in effect. As well, Developer acknowledges that upon connection of the interim facility to the off -site treatment and transmission facilities operated and maintained by the County that all owners of existing properties characterized as new users and subject to the imposition of either a water or sewer impact fee will be required to.pay system development charges or impact fees for such new use. 8. CONVEYANCE DOCUMENTATION. All parties acknowledge and agree that the conveyance of all facilities subject to this Agreement shall be effectuated by various documentation required and in the form approved by the Office of the Collier County Attorney; said documentation to include, but not be limited to, appropriate affidavits from 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 assure marketable, clear and unencumbered title to the subject utility facilities at the t -me of conveyance to the County. Developer shall cooperate fully with the County in preparing, providing and obtaining such documentation. 9. STANDARD OF DESIGN AND MAINTENANCE. All utility facilities shall be designed and constructed and conform to local, State and Federal standards. However, in no event shall the design and construction standards for the subject utility facilities fall below or be incompatible with the design and operational standards employed by Collier County or the Collier County Water -Sewer District as articulated in Collier County Ordinance No. 88 -76, the Collier County Utility Standards and Procedures Ordinance, as amended or its successor in function. Developer agrees and covenants that all utility facilities shall be designed and maintained at standards equal to the maintenance standards of comparable utility facilities designed and maintained by Collier County or the Collier County Water -Sewer District. 5 Packet Page -2756- 7/7/2015 17.E. 001623 00154h OR BOOK PAGE lo. ALL 11Nr=Y)LNCES OF UTILI atilD �' �. The Partie8 agree IN TKE PROJECT Y facilities within the Project that 411 conveyances of 4 °VQrnad by the term of this ject shall be sub #¢ct to attd be Collier County regulations Agreement and otherwise s ahall run with land and ordinances, and that saidpcovicenant successors. and be binding upon the parties and their 11. FACILI~pIE3 TO BE IIt TO OFF -SITE SYSTEM OR GOOD F1oRKIHG ORnFDt IlppK �MtEC2IaH the County, shall be reB Ya+NCE TO COVX7y- Dev6lo subject to this Agreement to have all utility and not with all Count good working order and Yinaco compliance facilities y' State and Federal requirements when the raplianca are conveyed to or vnat in the County or are connected to the County's otr -alto trt CO�tY. Developer ility facilities, At no cost to the environmental Audit conduct conduct and provide to the County an environmental consulta�e�C� with a Witten declaration from an that the attune facilities .1. conveyed-to the Coating in the county are in �° Y. which verifies environmQnllance with all aPPlicable State and Federal surrounding Iaxs, and that Lhe facilities and property The envirorgtmentalaconsultantr shall 8de�na unlawful icontamination. of to the satisfaction of the County prior to commencing an environmental audit. nq an icationa established if Its qualifications shall be presumptively is registered the project taanager is a professional engineer who certified enviro good st ng with the State of Florida Of Environmental Pr Professional sgorncome other like a' Association a by the National Association lonviresionta organ, zation. The county•s accaptrn� of the envirartxterctal consultant shall not be unreasonably withheld, I one hundr _d twenty y conveyance er anew !120) days Prior to the connection At Count the interim utility i'acilities to the audit. shall notify the Developer to coiti"e the the Deval r o ta t of tby County to give timely notice to the! the absence ofeei acceptance the County of any utility facilities in relieve Devalo °f the negative declaration, shall not par i any obligation hereunder for the cost of into cc=pl the e, virormental audit, bringing subject facilities rem�atlon,=nicf and response, eo6t for cleanup, removal or no event by the county. shall be borne by the Developer but Sn �ItTDIT22 • RECONVEYANCE of TREATMENT p REQUI� OF COy UNDER L'A`r`'T SITFS AND ENVIROHKNZ•AL the County eve formally toads a CERTAIN CIRCUHSTAHCES. Provided rater a� aevnr related utili,.iesgandtthe Count twee Project to "atm'ea operation of it with then at the on -site water or sever treatment water o such time as a ty discontinues operation of the ea r sewer °� p � p aPprapriate statutory the plant sites shall be convvyed back y ry deed to orangetree and site utility 6 Packet Page -2757- 7 001623 OR BOOK ( 7/7/2015 17.E. PAGE easements shall be vacated, except that an easement shall be reserved for any connected facilities required, pursuant to paragraph 4 of this Agreement. Only upon the occurence of the events articulated in the preceding sentence shall the County be obligated to conduct and provide to Orangetree an environmental audit and written declaration with related compliance and response, cleanup, removal and remediation cost obligations idential to that which is required from Developer to County pursuant to paragraph 11 of this Agreement. 13. LEASEBACK OF DEDICATED FACILITIES. If the Developer elects to dedicate all appropriate collection, distribution, transmission facilities and easements to the County for leaseback to Utility in accordance with standard County procedures, the County and Utility shall enter into a leaseback of those facilities to allow for continued operation of the on -site interim utility system. Such a leaseback shall be upon terms comparable to utility facilities lease agreements then entered into by the County as required by and in accordance with applicable County land development regulations and /or utility standards and procedures. Any such lease agreement shall be in a form approved by.the Office of the Collier County Attorney. The form of the lease or leases shall be for ten (10) years and at the end of ten (10) years, the lease shall be automatically renewed for successive five (5) year terms, unless terminated sooner as provided herein. Under any such lease the Lessee shall pay the Lessor the sum of Ten Dollars ($10.00) per year as rent. Notwithstanding any other provisions of this Agreement 'or any such lease as contemplated herein, the leaseback of the-subject utilities shall terminate at such time as the County undertakes to provide the treatment service f or,the Project, either through off -site resources or by making formal request to operate the on -site treatment facilities 14. FORBEARANCE BY COUNTY. At the request of the Developer the County hereby agrees and covenants to forebear making any formal request to serve the Project with water or sewer related utilities, either through assuming the operation of the on -site facilities or by causing the connection to the County's off -site facilities, until January 1, 2001. Thereafter, the County shall give one year's notice to the Developer of its formal request to provide or assume utilities services to the Project. 15. WATER AND SEWER RELATED UTILITY SYSTEMS INDEPENDENT. For the purposes of this Agreement the potable water and sewer related utility systems shall be construed as independent of each other. In other words, for example the water utilities may be conveyed to or operated by the County prior to the time the sewer related facilities are conveyed to or operated by the County. 16. RECORDATION. This Agreement shall be recorded in the Official Records of Collier County, Florida. 7 Packet Page -2758- 1 6 2 3 10 110 7/� /2015 17.E. b OR BOOK ; PAGE 17. ASSIGNMENT. Assignment or transfer of the Developer's obligations under this Agreement. is prohibited without prior written consent of the County. 18. ENFORCEMENT. Enforcement of this Agreement shall be by proceedings at law or in equity, either to restrain violation, seek injunctive relief, or to recover damages against any person or party violating or attempting to violate this Agreement. 19. ATTORNEY'S FEES, COSTS AND EXPENSES. Only the parties executing this Agreement shall be entitled to reasonable attorney's fees, including appellate attorney's fees, and costs, incurred as a prevailing party in connection with any litigation under this Agreement, and to all reasonable expenses, including attorney fees, incurred in exercising or enforcing the rights, obligations or remedies provided or incorporated herein. 20. SEVERABILITY. In the event that any portion of this Agreement shall be found to be unenforceable in any legal proceeding, the remaining provisions shall remain in force and effect. 21. AMENDMENT. Any amendment hereto shall be in writing upon the mutual written agreement between the parties. 22. INTENT; BINDING EFFECT. This Agreement is intended to identify, specify and carry out the procedures, covenants, obligatiions and responsibilities arising from the Project's PUD Ordinance, Collier County Ordinance No. 87 -13 and as amended on even date, concerning the provision of water and sewer related utilities to the Project. This Agreement shall be binding upon the parties, their successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST:.. BOARD OF COUNTY COMMISSIONERS JAMES:,t, GILE�; Clerk COLLIER COUNTY, FLORIDA AS THE GOVERNING BODY OF COLLIER COUNTY ©� + AND AS EX- OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT + +++ BY: PATRICIA ANNE GOODNIG Chairman Packet Page -2759- Approved as to form and legal sufficiency: Assistant COUPty Attorney STATE aLORIDA COUNTY O OLLIER nU1623 0 OR BOOK AMNOW GOLAN, Trustee of above - referenced Trust ORANG REE UTILITY CO., a Flor • da„ Corporatign 7/7/2015 17.E. 1101547 PAGE I HEREBY ERTIFY that on this day, before me, an offic my authorized in t State and County aforesaid to take acknowledgments, p sonally appeared PATRICIA ANNE NIGHT, well known to me to be th Chairman of the Board of my Commissioners, Collier ounty, Florida, As Governing Body of Collier County and as Ex- ficio the Go ping Board of the Collier County Water -Sewer 'strict eing authorized so to do, executed the foregoing Agreem or the purposes therein contained under authority d vested by the Board of County Commissioners, and that a seal a ixed thereto is the true seal of said Board. WITNES y hand and official seal i the County and State last of said this day of_F�_, 99• Notary Public My Commission ExFares: cry P1. "� t(n�p cr F+ar,�a 1 �1r Ce rnetsi:n E ;•. �; ; ;,;lr S, i 793 9 Packet Page -2760- Tlse TwEn ie'tk Jades Circuit Court itr and for WHir County Florida BOARD OF COUNTY COMMISSIONERS ®F COUIER COUNTY, FLORIDA, Plaintiff: V. CASE M; 14- 1434 -CA ORANGE TREE UTILITY COWANY, Defendant. MEDIATED SETTLEMENT AGREEMENT Pursuant to agreement of the parties and all applicable court orders and procedures, mediation was conducted in the above - styled matter before Certified Circuit Civil Mediator Robin Doyle on'Ihmsday, January S, 20115 and May 18, 2015, and THE PARTIES HERETO STIPULATE AND AGREE AS FOLLOWS: The parties have agreed to all terms of the attached Integration Agreement which they will recommend to their respective boards in a tinxty fashion to achieve presentation to the Board of County Commissioners on Jum,23, 2015 and closing on September 30, 2015. WE THE UNDERSIGN13D acknowledge our agrcement on May 18, 201 S. Board of County Comnitssiusera of Collier County, Florida, By: Its Orange Tree U o. Inc. By: �� F Its art L. Saunders Attorney for Orange 'Tree -- Packet Page -2761- n. I INTEGRATION AGREEMENT By and Between Board of County Commiggionerg of Collier County, Florida, and as the Ex-Offid o Governing Board of the Colfiw County Water -Sewer District And ORANGE TREE UTELITY CO., ORANCETREE ASSOCIATES, and Roberto Holkp as Successor Trustee of the Land Trost Agreement dated January 27, 1986 I -- - - - - - - Packet Page -2762- 7/7/2015 W.E. KA-00 Mp - - - -- -- - 7/7/2015 17.E. TA13LE OF CONTENTS PAGE ARTICLE I RECITALS, DEFINITIONS AND CONSTRUCTION SECTION1.01. RECITALS ............................................................................ ..............................2 SECTION1.02. DEFINITIONS .................................................................... ..............................2 SECTION 1.03. CONSTRUCTION AND INTERPRETATION .................... ..............................3 SECTION 1.04. SECTION HEADINGS ....................................................... ..............................3 ARTICLE II I THE ORANGE TREE SYSTEM i SECTION 2.01. ORANGE TREE SYSTEM ................................................. ..............................3 ARTICLE III ORANGE TREE AND DEVELOPER REPRESENTATIONS i t 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 SECTION4.02. 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 SERVI; SECTION 5.01. DEVELOPER TO PROVIDE PERIODIC GROWTH PROJECTIONS TO COUNTY ............................................ . ........................... I t SECTION 5.02, CREDITS AGAINST SYSTEM DEVELOPMENT CHARGES .....................12 ARTICLE VI OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6.01. CONDUCT OF PARTIES AFTER SIGNING THIS AGREEMENT ..............12 ARTICLE VII POST INTEGRATION COM vfflWlENTS SECTION 7.01 TREATMENT PLANTS PROPERTY .................................. .............................13 ii `4$„/ Packet Page -2763- 7/7/2015 17.E. SECTION 7.02. FURTHER ASSURANCES....... .......................................... .............................13 ARTICLE VIII GENERAL PROVISIONS I i SECTION 8.01. TERM OF AGREEMENT ................................................. .............................13 SECTION 8.02. DISPUTE RESOLUTION .................................................... .............................14 SECTION 8.03. ENTIRE AGREEMENT ...................................................... .............................14 SECTION 8.04. AMENDMENTS AND WAI VERS ...................................... .............................14 SECTIONi}.05. NcitC: ES .............. _ ..... . ................... .. ................................ » .............................. 14 SECTION 8.06. PROPERTY TAXES ............................................................ .............................IS SECTION B.07. ACCOUNTS RECEIVABLE; CUSTOMER DEPOSITS .... .............................15 SECTION 8.08. CONNECTION CHARGES .............:................................... .............................16 SECTION 8.09. PROFESSIONAL FEES; COSTS ........................................ .............................17 SECTION 8.10. TRANSITION COORDINATION ............ ........................... .............................17 SECTION S.11. NOTICES; COMMUNICATIONS ...................................... .............................17 SECTION8.12. RISK OF LOSS.... ................... ......................................... .............................17 SECTION 8.13. NO THIRD PARTY BENEFICIARIES ............................... .............................17 SECTION 8.14. ASSIGNMENT OF THIS AGREEN ENT ........................... .............................17 SEC'T'ION 8.15. BINDING EFFECT ............................................... ............................... ........17 SECTION8.16. SEVER. ABILITY .................................................................. .............................18 i SECTION 8.17. EXECUTION IN COUNTERPARTS .................................. .............................18 SECTION 8.18. APPLICABLE LAW AND VENUE .................................... .............................18 SECTION 8.19. ATTORNEY'S FEES, COSTS AND EXPENSES ............... .............................18 ........................................................................................................................... .............................18 SECTION 8.20. INTENT; BINDING EFFECT ............................................ .............................1$ SECTION 8.21. EXCULPATION OF TRUSTEE ........................... ,.. :..................... 18 APPENDICES APPENDIX A FORM OF WARRANTY DEED.......... .............. ............................... A -1 APPENDIX B FORM OF ASSIGNMENT OF EASEMENTS AND RIGETS ........................ B-1 APPENDIX C FORM BILL OF SALE ........................................................ ............................0 -1 APPENDIX D FORM ASSIGNMENT OF PERMITS AND GOVERNMENT AUTHORIZATIONS.................................................... ............................... D -1 APPENDIX E EXCLUDED ASSETS . ......................... . .................................. I ....... .,. »........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 TREEOR DEVELOPER......... ........................................................................ ............................F -1 APPENDIX G TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT .............. G -1 APPENDIX H TRANSFER DOCUMENT ESCROW AGREEMENT ..... ............................... H -1 APPENDIXI JOINT STIPULATION .................... . ........ . ...... . ................ ..... .............................. I -1 iii Mll Packet Page -2764- 7/7/2015 17. E. INTEGRATION AGREEI&PI'r This Integration Agreement is made and entered into this & day of 2015, 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 "), Changetree 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 Raoords 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 2012. The Development Agreements obligate Orange Tree and Developer to donate and convey at no cost to the County all water and sewer facilities (the "Orange Tree System') used by Orange 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 end 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 Change Tree c,--tern 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, subordination, 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 lnwsuit 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 a� Packet Page -2765- 7/7/2015 17. E. 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 Courq has held a hearing pwa and to Section 125.3401, Florida Statutes, to consider whether County ownership of the Omnae Treo t',patm- ig in 11- pu —sh-n iWtmrgL AW g result of such bearing, the County passed ResOution 2015- (the "Orange Tree Settlement and Integration Resolution ") finding, among other things, that transfer of the Orange Tree System from Orange Tree to the County pursaemt 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 We as follows: ARTICLE I RECITALS, DEFINITIONS AND CONSTRUCTION SECTION 1.01. RECITALS. The foregoing Recitals are true and correct and are inomporated herein. SECTION 1.02. DEFINITIONS. As used in this Agm.cmert4 the following terms shall have the meanings as defined herein unless the context requires otherwise: "Agreement" means this integration Agreement, including my 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 ()range Tree System into the Counr/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 andfor wastewater service pursuant to authorization granted by the Collier County Water -Sewer Regulatory Authority. 2 Packet Page -2766- 7/7/2015 17.E. "Orange Tree System" moans real and personal property used in the operation of Orange Trees 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 systeanrs, as more specifically described in Article Il herein. "Treatment Plants Property" means the 29 area parcel identified in section 10.011 of Collier County Ordinance 2012 -09. 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," "hereo&" and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the date this Agreement is executed; and the tern "hereafter" shall mean after the date this Agreement is executed. (B) Each recital, covenant, agreement, representation and warranty made by a party ! heroin shall be deemed to have been material and to have been relied on by the other parties to this Agreement All parties have participated in the drafting and preparation of this Agreement, ! and the provisions hereof shall not be construed for or against any party by reason of autb arship. SECTION 1.04. SECTION HEADINGS. Any headings preceding the texts of the several articles, sections or appendices in this Agreement and any table of convents 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. C . ARTICLE U 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 thmugh D and F and which do not include those assets identified in Appendix E, including the following: (1) All flee simple real property as described in Appendix A, Warranty Deed, hereof; (2) All Easements, i L&u of ingress and egress, right -of -way utilizations and other access rights of any kind throughout the (huge Tree Service Area, including those described in Appendix B, Assignment of Easements, surd any others that Orange Tree or 3 d`_� Packet Page -2767- - - ^ - - � -- 7/7/2015 17.E. Developer owns or possesses or that are necessary throughout the Grange 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 pipit 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, maters, meter assemMina' mete- : -A2cg ere :cry or, orss, $iaJ AU UUMr Ohysicai faciiiiies, 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; (4) To the extent that they are 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 3rawings, designs, blueprints, specifications, maintenance and operating manuals, engineering reports, calculations and computer studies; (S) 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 requuenmts, as more specifically described in Appendix D, Assignment of Permits and Goverment Authorizations; (6) The following records existing as of the daft notice of intent to assur:n 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 a6counts in format described in Section 8.07, hereof; (xiv) updated fixed asset list; and (xv) copies of general ledger by plant; and (7) All claims and rights of Orange Tree or Developer against third parties, whether choate or inchoate, known or unknown, contingent or 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 ownerdup time periods for determining any prescriptive easement or adverse possession claim. (B) The Orangc Tree System shalt be conveyed by Orange Tree and Developer to the County free and clear of all liens or encumbrances, subject to the Permitted Exceptions. 4 Packet Page -2768- 7/7/2015 17.E. (C) The Change Tree System does riot and shall not include the Excluded Assets as set forth in Appendix; E to this Agreemem (D) Within sixty (60) working days after the integration Date, Orange Tree shall remove all Excluded Assets from 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 pmperdes 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. 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 III 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 sta uhng in the State of Florida and are 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 aril the consummation by Orange Tree and Developer of the transactions contemplated by this Agreement have been duly authorized by all neocssery corporate action on the part of Orange Tree and Developer. Assuming due authorization, execution aid 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) There are no current actions, snits or proceedings, including enforcement actions, at law or in equity pending or threatened against Orange Tree or Developer before any federal, state, memicipal or other court, administrative or governmental agency or instriuneatality, S a Packet Page -2769- -- - -- - - _ 7/7/2015 17.E. domestic or foreign, which effect 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 mainteriance of the Orange Tree System. (E) Neither Orange Tree nor Developer has dealt with any broker, salesman or finder in connection with the transactions contemplaW by this Agreement and no sales commissions or finder's fees are due or payable as a result hereof. (F) There ate no existing and assignable third party warranties or ownership documents that relate to completed or in process construction. (0) Orange Tree is not in violation of any governmental law, rule, regulation, permit or permit condition and all utility facilities comprising the Orange Tres System are in "good working order and in compliance with all County, State and Federal requirements" as required by Section I1 of the agreement deed 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 Change Tree nor Developer are aware of any facts which would alter the conclusions and represGaiations 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 Change 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 (.n 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) There are no regulatory mnpliv= issues that are outstanding on the date of this Integration Agreement. 6 i i a Packet Page -2770- 7/7/2015 17.E. (L) 0Mge Tree represents to County that. Orange Tree disposes of the reject water /concentrate produced from the water treatment process, in whole or in part, by discharging into a holding evapotranspiration pond adjacent to the water treatment plant and then a portion of the flow mixed with rainwater then is pumped to the man -made lake known as Lake 4 -1 south of the water treatment plant site, and this disposal is part of permitted water system operations. Change Tree and Developer further represent that Lake 4-1 does not overflow onto the Valencia Coif and Country Club ( "Golf Course "). The Valencia Golf & Country Club home owners association within the Orange Tree PUD withdraws water from a withdrawal point closer to the overflow than the withdrawal point of the Golf Course. The Valencia Golf & Country Club homeowners association uses its water to irrigate the community park and other public green spaces, Orange Tree and Developer represent that these activities are in compliance with DEP permit no, FLA397792 -002. Orange Tree and Developer represent that *ere art no outstanding mortgages encumbering this area. Orange Tree and Developer agree to provide consents to the County to permit the continuation of this process in the volumes and at the locations where the concentrate is currently being discharged. Orange Tree and Develaper will provide the County with documentation sufficient to show the homeowners or homeowners association have been given prior written notice of such disposal. (M) There are no affiliates, partnerships, corporations or other entities in which Orange Tree or Developer own any equity interest or which ova an equity interest m Change Tree or Developer which possesses any rights relating to the assets, tangible and intangible, Inecessary to operate the Orange Tree System. (N) No representation made by Orange Tree or Developer in this Agreement contains any untrese statement of material facts or omits to state�A.:y material fact required to make the statements herein contained not misleading. The above representations shall survive the lnttgretion Date for a period of six (6) months, the fulfillment of which representations will remain a continuing obligation of Orange Tree and Developer dining such 6 (6) month period. ARTICLE IV INTEGRATION OF THE ORANGE TREE SYSTEM SECTION 4.01. COUNTY TO ASSUME OWNERSHIP (A) The County has notified Change Tree of its intent to assumz 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 Change 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. Packet Page -2771- 7/7/2015 17.E. (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 known or unknown, contingent, liquidated or not liquidated, arising or wing 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 for and shall pay, panurm or discharge aii such iabihiies and obligations; provided Orange Tree is not hereby limited in its right to contest in good Faith any such liabilities or obligations. 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 omdssion of any kind whatsoever imposed or required by any third ply, whether known or unknown, contingent, liquidated nor not liquidated, arising or accruing under contract, tort, oz pursuant to Mute, rule, ordinance, law, regulation or otherwise, based upon facts arising or accruing after the Integration Date. '• I (E) Subject to the property and property rights set fortis in Appendix F, Orange Tree and Developer agree that an property end 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 Appendis F, Orange Tree shall use its best efforts to secure bills of sate or other applicable transfer documents in fonn 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; (H) be satisfactory and suHician 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, PA., or any other parties requested by the County; and (D) show the location of all improvements and easernents. Regarding material adverse matters (i.e., matters that nuterially 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 commitrnetn. SECTION 4.03. TITLE VERMCATION. 8 a Packet Page -2772- 7/7/2015 17.E. (A) The County shall obtain, and deliver copies to Orange Trice 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 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 rttle Policy shall consist of all real property identified in Appendix A and any easements identified to the inwrar 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 stow marketable title to the insured estate or interests vested in the County. All charges and costs ibr the issuance of the owner`s title insurance commitments and policy(ies) shall be paid by the County. I (D) Marketable title or odier insurable Wwrest 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 thereaft 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 ASSUMP110N. (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 Try 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. 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. z Packet Page -2773- 7/7/2015 17.E. (C) on the Integration Dade, 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 Lend Trust Agreement doted January 27, 1986, allowing for the sale of trust property. (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 hereot including, but not r� 1 ?�;•.; .a we �;� zii w rorida naministative Code (ylU), 4U Umuc 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 trander applications prepared by the County. Upon the Clositrg, 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 stall 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 September 30, 2015, or such earlier date should the parties mutually P/,L 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 Dare, Grange Tree and Developer shall furnish a certificate reafiuming 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 caerow each of the pertinent transfer documents provided in the appendices hereto. These transfer documents shall temain in escrow and be held by the escrow agent, the County's special counsel, Nabors, Giblin & Nickerson, 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 outer forms as ere customarily requited for issuance of the title insurance policy referenced herein; 10 Packet Page -2774- - - -- 7/7/2015 17.E. (2) Any corporate, trust or pratruership 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 Appendk A or easements or other rights including, but not limited to, those identified in Appendix R; and (4) The conseats and other documentation relating to concentrate disposal described in section 3.01(L) hereof. (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 ensura 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 Yilmu, Administrator, Collier County Public Utilities, or his successor, at Public Utilities Division, 3301 E. Tamiami Trail, Naples, Florida 34112, on Jamraty 1 of each year following the Integration Date, and until build out of the Orange Tree Planned Unit Development, a schedule idenr', ying connections wade in the prior year and Developer's plans and projections for growth for the next three (3) years, together with documents or dais 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 susc cemors 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. "Net excess capacity" will be determiner) as follows: (1) One of the following independent profemional engineering firms will be jointly paid by the parties to audit the Grange Tree water and wastewater system to determine total excess capacity over current uses of the water and wastewater system: (a) HoleMontes or (b) Agnoli, Barber, and Brundage (2) The Natal number of remaining commitments for capacity male to third parties by Orange Tree, other than commitments to Developer, will be subtracted from total 11 Packet Page -2775- 7/7/2015 17.E. excess to determine net excess capacity. In no event will Developer be entitled to credit for more ERCs than are necessary to service the Orange Tree PUD Area. Once the net excess capacity is determined, the corresponding number of Equivalent Residential Connections ( "ERCs") shall be established, and Developer, Orange Tree, or their successors and assigns, shall be entitled to that number of ERCs going forward such that any change in the impact fee rate sebeduie will not affect the number of ERCs provided to Developer, Orange Tree, or their successors and assigns. rug � sa„a,r, r t OBLIGATIONS OF PARTIES PRIOR TO CLOSING SECTION 6.01. CONDUCT OF PARTIES AFTER SIGNING T'IUS AGREEMENT. (A) At all times prior to the Integration Date, the parties shall act in compliance with the Joint Stipulation executed by the parties as part of the pending lawsuit, a copy of which is attached hereto as Appendix L 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 Orattge 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 accessary 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. (!k) Orange Tree and Developer have represented to County that there arc 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 shell be notified of the existence of a regu bAory 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 -04, 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 12 Mj Packet Page -2776- - -- - -- - - -- 7/7/2015 17.E. Ordinance 2012 -09 am 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 discoutinumme of the water treatment plant or the wastewater treatment pleat, the County shall perform an environmental audit relating to the portion of the Treatment Plants Property reverting to Developer of the same soope as the envrronmental audit provided to the County by Developer and Orange Tree prior to the Integration Date, and the County agrees to remedy any environmental issues at its own cost; and (b) the County agrees to dismantle and remove all improvements identified by the County as no longer being used or useful in the continued operation of the facilities to remain on the Treatment Plants Property, at the County's cost. 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 furtba documents, acts, deeds, easements, amigmnents, transfers, powers of attorney and assurances as may be reasonably required in order to implement and pedbrtn any of their obligations set forth in this Agmement and the Development Agreement including, but not limited to, such easements as may be necessary for County to serve additional areas within the Orange Tree PUD not served by Orange Tree on the Integration Date. (B) Orange Tree and Developer hereby agree that they shell require any affiliate, partnership or commonly -held corporation in which either Orange Tree or Developer own a controlling interest (equity, partnership or otherwise) to provide to County at no cost, prior or subsequent to the Integ; -:f m 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 subsequent to the Integration Date. ARTICLE VIII GENERAL PROVISIONS SECTION 8.01. 'PERM 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 Change 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 mariner described in this Section 8.02. Either party may initiate the dispute resolution process by providing written notice to the otber party. 13 a Packet Page -2777- - - - - -- 7/7/2015 17.E. (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 patty 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 tl�P iir�nit rn xr �f +i+v i .."v°'.i..VW v Wwk ILL euu uu VVii1Gi %eo FiLnida. The mediation contemplated by this Section .8.02(6) 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 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 mediators 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 settlemert discussions. In the event arbitration is invoked by either party, the parties shall appoitit 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. e SECTION 8.03. ENTIRE AGREEMENT. This Agreement, together with the tams 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 &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 suffrciemly 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 Developer: Roberto Bollt 14 a Packet Page -2778- 7/7/2015 17.E. 3521 North 53" Avenue 4500 Executive Drive Hollywood, Florida 33021 Suite 110 Naples, Florida 34119 With copy to: Burt Saunders, Esq. 8889 Pelican Bay Boulevard Suite 400 Naples, Florida 34108 County: Dr. George Yilmaz Administrator Collier County Public Utilities Division 3301 East Taaniarai Trail Naples, Florida 34112 With copy to: Jeffrey A. KlatAww, Esq. Collier County Attorney 3299 East Tamiami Trail, Suite 800 Naples, Florida 34112 With another copy to: Brian Armstrong, Nabors, Giblin & Nickerson, P.A.. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 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 f 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 (rest and personal), prorated through the ! Integration Date in accordance with section 195.295, 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. i SECTION 8.07. ACCOUNTS RECEIVABLE; CUSTOMER DEPOSITS. j (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 15 Packet Page -2779- -- 7/7/2015 17.E. 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 than 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 MID in the same billing cycle previously used by Orw4o Tree. The parties agree that the Integration Date is September 30, 2015 . 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 Develnper aoQrre_- that (1m-a T; s ;;l s;: au cw—wamai uieWm ai icasi one day Prior to the se Integration Date. Orange Tree shall u 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 an the date or dates indicated by Orange Tree's established billing cycle and the County shall render the Initial Bill to customers. As paymeats ace 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 transfer by electronic transfer an the Integration Date, all customer deposits and accrued interest thereon through the Integration Date. The County will credit all customer deposits and accrued interest against the Initial Bill rendered by the County to customers. The County shall transfer to Orange Tree the amount of customer deposits and accrued interest so credited, less the five percent (5%) administrative fee. (E) If Orange Tr: 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) Sums collected by Orange Tree in the ordinary course of business for future 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 proporty. . I � ' (B) All sums collected afer tthe 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 cotmsel 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 hm=nder, and each party sliall be responsible for the payment of 16 0 Packet Page -2780- 7/7/2015 17.E. 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 aad 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 frre and extended insurance coverage for the cost of any 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 arj, : D 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 9.14. ASSIGNMENT OF THIS AGREEMENT. This Agreement small not be assigned in whole or in part by either party, and any attempt by either party to assign shall be void ab initio. Nothing in this Section shall affect the right to assign ERCs as set forth in Section 5.02. SECTION 8.15. BINDING EFFECT. To the extent provided hamh4 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 8.15. SEVERABII.ITY. 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 COUNTERPAR -M 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. 17 d'a - Packet Page -2781- ._ 7/7/2015 17.E. 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 siiomey fees and costs incurred as a prevailing party in exercising or enforcing the rights to attorneys' fees and costs provided or incorporated bertain. SECTIOrf 8.20. INTENT; BINDING EFF)ECr. This Agreement is intended to identify, specify and carry out certain procedures, covenants, obligations and responsibilities arising from the Developmont Agreements, Collier County Ordinance Nos. 87 -13, 12-09 and other applicable ordinances, and the 1985 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 bas 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 (} 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 or any portion thereof, arc 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 Packet Page -2782- 7/7/2015 17. E. - IN WITNESS WHEREOF, the Board of County Commissioners Collier County, Florida, as the Governing Body of Collier County and Ex -Officio the Governing Board of the Collier County Water -Sewer District, has caused this Utility System Integration Agreement to he executed and delivered this day of '2015. ATTEST: DWIGHT E. BROCK, Clerk BY: Deputy Clerk Approved as to form and legality: BY: Scott R. Teach Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT 19 Packet Page -2783- TIM NANCE, CHAIRMAN I�; 7/7/2015 17.E. IN WITNESS WHEREOF, Orange Tree Utility Co. has caused this Integration Agreement to be executed and delivered this day of 12015. WITNESSES: ORANGE TREE UTILITY CO., a Florida Corporation (L.S.) By: Signature Signature Printed Name Printed Name Signature Title Printed Name STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged before me this day of 2015, by- , as on behalf of Orange Tree Utility Co., a Florida corporation, who is personally known to me, or who has produced as identification. 20 Packet Page -2784- Signature of Notary Public Printed Name of Notary Notary Public — State of Florida Commission No.: 7/7/2015 17.E. IN WITNESS WHEREOF, Orangetrm Assaciates bw caused this Imegrstiun Agreement to be executed and delivered this day of . 2015. WITNESSES: ORANGETREE ASSOCIATES, a Florida General Partmetship (Ma Orangetree Associates, a Joint Venture) By: SPRINGHILL OF COLLIER COUNTY, INC., a Florida corporation as General Partner By: Signature Signature Printed Naive Signature Printed Name Signature Printed Name Signature Printed Nmnc Printed Name Title By; ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner By: Signature Printed Name 21 Packet Page -2785- Titre 7/7/2015 17.E. APPENDIX A FORM OF WARRANTY DEED mw Packet Page -2786- - - - - - - - 7/7/2015 17.E. Record and Return to: Brian P. Armstrong, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 (850) 224 -4070 GENERAL WARRANTY DEED THIS GENERAL WARRANTY DEED effective this day of , 2015, by ROBERTO BOLLT, individually and 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 EIS- 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 consideration:'" 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 water and wastewater supply, distribution, treatment, storage, collection, and transmission facilities of every kind and description whatsoever, 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, equipment if any exists, 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, UNTIL SUCH TIME AS UTILITY FUNCTIONS PERFORMED ON THE PROPERTY BY GRANTEE CEASE, THE UTILITY FACILITIES PERFORMING THE UTILITY FUNCTIONS ARE RELOCATED, AND GRANTOR AND ORANGE TREE UTILITY CO. OR THEIR SUCCESSORS OR ASSIGNS, CONVEYS TO GRANTEE, AND RECORDS IN THE Packet Page -2787- 7/7/2015 17.E. OFFICIAL RECORDS OF COLLIER COUNTY, AT NO COST TO GRANTEE, ALL UTILITY AND ACCESS EASEMENTS NECESSARY FOR ALL OF GRANTEE'S ON- SITE AND OFF -SITE UTILITY OPERATIONS. THE EASEMENTS SHALL PROVIDE FOR THE CONSTRUCTION, OPERATION AND MAINTENANCE OF WATER AND WASTEWATER FACILITIES (INCLUDING BUT NOT LIMITED TO WATER, WASTEWATER, AND IRRIGATION QUALITY WATER LINES AND PIPES, WELLS, PUMPS 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. 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, 2014, and excepting easements, restrictions, reservations, rights -of -way, conditions and limitations of record, if any, none of which impair or restrict the use of the Property or the operation of the Utility Facilities conveyed to Grantee on the date first written above. (SIGNATURE PAGES FOLLOW) v Packet Page -2788- 7/7/2015 17.E. IN WITNESS WAEREEOF, 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 Name: Print Name: STATE OF FLORIDA COUNTY OF COLLIER Roberto Bollt, Individually and as Successor Trustee Grantor The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by Roberto Bollt, individually and as Successor Trustee, who 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: Q NOTARY PUBLIC By: Notary Public, State of Florida Print: Packet Page -2789- v 7/7/2015 17.E. 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 Warranty Deed granted by Roberto Bollt, individually and 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 Cnmmiscinne_.rS of C:nllier Cnnnty Flnriria; ac they F_x- Offirin Goveming Rnard 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: , 2015. WITNESSES: ORANGETREE ASSOCIATES, a Florida general partnership: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner By: Print Name: Print Name: n Its: Print Name: Print Name: Print Name: By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner By: Print Name: Its: 4 Packet Page -2790- (D 7/7/2015 17.E. STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by , as of Springhill of Collier County, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of ,2015,by ,as of Enterprises of Hollywood, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: Packet Page -2791 - NOTARY PUBLIC 7/7/2015 17.E. EXHIBIT "A" THE PROPERTY DESCRIPTION OF UTILITY SITE ORANGETREE: 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 comer of said Section 14; thence alone 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. LESS and EXCEPT the following described property: 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 m:,tutes 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 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 comer of said lands; thence leaving said North right -of -way line and along the West line of said lands North 02 degrees l l 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. A -1 bJ Packet Page -2792- Record and Return to: Brian P. Armstrong, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 (850)224.4070 - - -- - 7/7/2015 17.E. GENERAL WARRANTY DEED THIS GENERAL WARRANTY DEED effective this day of , 2015, by ROBERTO BOLLT, individually and 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 water and wastewater supply, distribution, collection, and transmission facilities of every kind and description whatsoever, and all other physical facilities 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 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 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 S Packet Page -2793- 7/7/2015 17.E. Property, and taxes and assessments accruing subsequent to December 31, 2014, and excepting easements, restrictions, reservations, rights -of -way, conditions and limitations of record, if any, none of which impair or restrict the use of the Property or the operation of the Utility Facilities conveyed to Grantee on the date first written above. 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 Name: Print Name: STATE OF FLORIDA COUNTY OF COLLIER Roberto Bollt, Individually and as Successor Trustee Grantor The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by Roberto Bollt, individually and as Successor Trustee, who 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 ex f;r..ssed. My Commission Expires: NOTARY PUBLIC Bv: Notary Public, State of Florida Print: 2 bJ Packet Page -2794- 7/7/2015 17.E. 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 Warranty Deed granted by Roberto Bollt, individually and 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: , 2015. WITNESSES: Print Name: Print Name: Print Name: Print Name: ORANGETREE ASSOCIATES, a Florida general partnership: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner By: Print Name: 1e: By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner By: Print Name: Its: Packet Page -2795- 7/7/2015 17.E. STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of 2015, by , as of Springhill of Collier County, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by , as of Enterprises of Hollywood, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC 4 l'J Packet Page -2796- 7/7/2015 17.E. EXHIBIT "A" THE PROPERTY Parcel 1 (Valencia Lakes Lift Station No. 1 Site) A parcel or tract of land lying in Tract "C ", Block "F ", Valencia Lakes Phase 2 -A as recorded in Plat Book 37, Pages 10 -12 of the Public Records of Collier County, Florida, being the west 50 feet of Tract "C ", which parcel or tract of land is more particularly described as follows: Beginning at the Southeast corner of Tract "C ", Block "F" as shown on the plat of Valencia Lakes Phase 2 -A as recorded in Plat Book 37, Pages 10 -12 of the Public Records of Collier County, Florida; thence South 79 °49'56" West along the South line of said Tract "C" for 50.00 feet to a point on a non - tangent curve; thence Northwesterly along said curve concave to the West and having a radius of 1,010.00 feet (delta 01'52'07 ")(chord bearing South 11 °06'13" West)(chord 32.94 feet) for 2.94 feet to the North line of said Tract "C "; thence North77 057'44" East along the Northerly Iine of said Tract "C" for 50.00 feet to the Northeast corner of said Tract "C" and the Westerly non - tangent curved right -of -way of Orange Grove Trail (80 -foot right -of -way); thence Southeasterly along the said Westerly right -of -way and a curve concave to the West and having a radius of 1,060.00 feet (delta 01 °52'07 ")(chord bearing South 11 '06'l 3" East)(chord 34.57 feet) for 34.57 feet to the Point of Beginning. Parcel contains 1,687.60 square feet (0.039 acres), more or less. Parcel 2 (Valencia Golf & Country Club Lift Station No. 1 Site) A parcel or tract of land lying in Section 24, Township 48 South, Range 27 East Collier County, Florida, which parcel or tract of land is more particularly described as follows: Co,nmencing at the Southeast corner of Tract "A" shown on the plat of Valencia Golf and Country Club Clubhouse, as recorded in Plat Book 48, Pages 82 and 83 of the Public Records of Collier County, Florida also being a point on a non - tangent curve; thence Northwesterly along the Northerly right -of -way of Double Eagle Trail (80 feet wide) and said curve concave to the North and having a radius of 1,460.00 feet (delta 05 °09' 13 ")(chord bearing North 86 °30'35" West)(chord 131.28 feet) for 131.28 feet; thence South 06 °03'58" West, departing said Northerly right -of -way for 80 feet to the Southerly right -of -way of said Double Eagle Trail and a point on a non - tangent curve and the Point of Beginning; from said Point of Beginning thence Southeasterly along the said Southerly curved right -of -way concave to the North and having a radius of 1,540.00 feet (delta 00 °55'49 ")(chord bearing South 84 °23'53" East)(chord 25.00 feet) for 25.00 feet; thence South 06 003'54" West departing said right -of -way for 50.00 feet to a non - tangent curve; thence Northwesterly along the said curve concave to the North and having a radius of 1,590.00 feet (delta 01 °48'07 ")(chord bearing North 83 °55'59" West)(chord 50.00 feet) for 50.00 feet; thence North 06 °04'08" East for 50.00 feet to an intersection with said South right -of -way of said Double Eagle Trail; thence Southeasterly along the said Southerly right -of -way and a curve concave to the North and having a radius of 1,540.00 feet (delta 00 °55'49 ")(chord bearing South 83 °28'05" East)(chord 25.00 feet) for 25.00 feet to the Point of Beginning. Parcel contains 2,500 square feet (0.057 acres), more or less. A -1 Packet Page -2797- - 7/7/2015 17.E. APPENDIX B FORM OF ASSIGNMENT OF EASEMENTS AND RIGHTS Packet Page -2798- Prepared by and return to: Brian P. Armstrong, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 (850) 224 -4070 ASSIGNMENT OF EASEMENTS 7/7/2015 17.E. THIS ASSIGNMENT OF EASEMENTS ( "Assignment ") is made the day of 2015, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. 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 "). 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; and 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 bee 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 necessary to carry out and effectuate the intent and purpose of this Assignment. 2. Assignee hereby accepts the transfer and assignment of the Easements as set forth herein from Assignor. This Assignment shall inure to the benefit of Assignee, its successors and permitted assigns. Packet Page -2799- G 7/7/2015 17.E. 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. IN WITNESS WHEREOF, the Grantor has signed and sealed these presents as of the day and year first above written. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) Packet Page -2800- W itnessr Printed Name Witness Printed Name -- -- - - 7/7/2015 17.E. ASSIGNOR: Roberto Bollt President, Orange Tree Utility Co. Date signed by Seller STATE OF ) COUNTY OF ) SWORN TO and subscribed before me this day of December, 2014, by Roberto Bollt in his or her capacity as President of Orange Tree Utility Co. Such person(s) (Notary Public must check applicable box): [ ] is /are personally known to me. [ ] produced a current driver license(s). [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public Commission No.: My Commission Expires: 3 Packet Page -2801- ATTEST: DWIGHT E. BROCK, Clerk BY: Deputy Clerk Approved as to form and legality: BY: Scott R- Teach Deputy County Attorney 7/7/2015 17.E. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT MmA TIM NANCE Chairman Packet Page -2802- G 7/7/2015 17.E. 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 Twineagles, 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. Unrecorded 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. 4. Unrecorded 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. 5. Unrecorded Grant of Easement, dated August 14, 2012, between The Twineagl- Club, L.L.C., Grantor, and Orange Tree Utility Co., Grantee, for 10 -foot utility easements in Tract A of Twin Eagles Grand Arbors. 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 that certain Developer's Agreement, dated the same date and between the same parties). A -1 DO Packet Page -2803- 7/7/2015 17.E. 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 Easeient, 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 of Collier 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. All other easements, rights or interests held in or on behalf of Orange Tree or Developer, as defined herein, whether recorded or unrecorded, and to be assigned by them and assumed by County in accordance with the PUD Ordinance and the Agreements, in any real property where Orange Tree or Developer has installed, affixed, owns or maintains water or wastewater infrastructure outside of the public A -2 G Packet Page -2804- 7/7/2015 17.E. right -of -way, including but not limited to, lines and pipes, wells, pumps, pipelines, lift stations, pumping and booster stations, power and telemetry lines, telemetry towers, storage facilities, disposal facilities, fire hydrants, and any and all other equipment, improvements and infrastructure appurtenant thereto or thereunder. A -3 G Packet Page -2805- Record and Return to: Brian P. Armstrong, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, FL 32308 (850) 224 -4070 UTILITY E A QFMFNT 7/7/2015 17.E. THIS UTILITY EASEMENT, is made this day of 2015, by ROBERTO BOLLT, individually and 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 the Grantor, for and in consideration of the sum of Ten dollars ($10.00) and other good and valuable consideration paid to the Grantor by the Grantee, the receipt and sufficiency of which is hereby acknowledged, hereby conveys, grants, bargains and sells unto the Grantee,` its successors and assigns, a perpetual non - exclusive easement, license and privilege to enter upon and to install and maintain water, wastewater, irrigation and disposal utility facilities, in, on, over and under the lands described in Exhibit "A" hereto (hereinafter referred to as the "Utility Easement Area "), together with a non - exclusive right of ingress and egress over said Utility Easement Area, located in Collier County, Florida, to wit: See Exhibit "A" attached hereto and incorporated by reference herein. The easement rights in the Utility Easement Areas includes all other rights and privileges reasonably necessary or convenient for the safe and efficient use of the easement for the purposes described above. TO HAVE AND TO HOLD the aforesaid Easements, together with all and singular the rights, members and appurtenances thereof to the same being, belonging, or in anywise appertaining, to the use and benefit of Grantee. Grantor hereby covenants with Grantee that Grantor is lawfully seized of the Utility Easement Area in fee simple; that Grantor has good right and lawful authority to grant the foregoing Easement; that Grantor hereby fully warrants the title to said Easement and will defend the same against the lawful claims of all persons whomsoever; and that Grantor's title to the Utility Easement Area is marketable, clear and unencumbered, C,� Packet Page -2806- 7/7/2015 17.E. except for taxes accruing subsequent to December 31, 2014. Neither the Utility Easement Area, nor any property contiguous thereto, constitutes the homestead of Grantor as defined by the Florida Constitution, nor does it constitute the homestead of any dependent or spouse of Grantor. The Easement granted herein is a reservation and condition running with the lands comprising the Utility Easement Area and shall be binding upon the successors and assigns of Grantor and all persons or entities acquiring right, title or interest in the Utility Easement Area by, through or under Grantor. [ Signature Pages Follow] IA C.� Packet Page -2807- 7/7/2015 17.E. IN WITNESS WHEREOF, the Grantor and Grantee have executed this Easement on the day and year first above written. WITNESSES: Print Name: Roberto Bollt, Individually and as Successor Trustee Print Name- f rnntnr STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of ' 2015, by Roberto Bolit, individually and as Successor Trustee, who 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: NOTARY PUBLIC o Accepted by: 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 Attest: By Collier County Clerk of Court By: Print Name: Approved as to form and legality: Grantee Scott Teach, Deputy County Attorney 3 Packet Page -2808- Cq 7/7/2015 17.E. 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 Utility and Access Easement granted by Roberto Bollt, individually and 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. 2015. WITNESSES: Print Name: Print Name: Print Name: Print Name: ORANGETREE ASSOCIATES, a Florida general partnership: By: Springhill of Collier County, Inc., a Florida corporation, as General Partner By: Print Name: Its: By: Enterprises of Hollywood, Inc., a Florida corporation, as General Partner By: Print Name: Its: 4 cri r Packet Page -2809- -- - - 7/7/2015 17.E. STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by , as of Springhill of Collier County, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA COUNTY OF COLLIER The foregoing instrument was acknowledged and subscribed before me this day of , 2015, by , as of Enterprises of Hollywood, Inc., a Florida corporation, general partner of Orangetree Associates, a Florida general partnership, who 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 and under authority duly granted to him by said corporation. My Commission Expires: 5 Packet Page -2810- NOTARY PUBLIC D -- 7/7/2015 17.E. 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ESCROW RELEASE AUTHORIZATION THIS ESCROW RELEASE AUTHORIZATION ( "Authorization "), is made this day of September, 2015, by 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 "), and Orangetree Associates and Roberto Bollt as Successor Trustee (collectively "Developer "). RECITATIONS: WHEREAS, the parties entered into certain development agreements obligating Orange Tree and Developer to donate and convey at no cost to the County all water and sewer facilities used by Orange Tree in the Orange Tree Service Area; and WHEREAS, in order to facilitate integration and delivery of assets to the County pursuant to the Integration Agreement dated June 23, 2015 ( "Integration Agreement "), Orange Tree and Developer agreed to deposit in escrow with the Escrow Agent the closing documents listed in Appendix "A" of the Escrow Agreement dated June 23, 2015 ( "Escrow Documents "), to be held in accordance with the terms and conditions set forth therein and delivered upon written authorization of the parties thereto; and WHEREAS, the Escrow Documents were deposited, have been held, and are now held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement and the Integration Agreement, and the parties now each agree that all of the requirements for integration have been met, as set forth in the Integration Agreement; NOW, THEREFORE, the parties agree as follows: 1. The foregoing recitations are true, correct and incorporated herein by reference. 2. The County, Orange Tree and Developer each agree that all of the requirements for integration as set forth in the Integration Agreement have been met requiring the final transfer of ownership and possession of the assets from Orange Tree and Developer to the County. 3. The parties herewith authorize the Escrow Agent to break escrow and record and/or deliver the Escrow Documents, as applicable, in accordance with the Integration Agreement and the Escrow Agreement. 4. Upon recording and delivery of the Escrow Documents the Escrow Agent is released and discharged from all further obligations and responsibilities under the Escrow Agreement. 5. This Authorization 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. (SIGNATURES ON NEXT PAGE) Packet Page -2814- 7/7/2015 17.E. IN WITNESS WHEREOF, the parties have caused this Authorization 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 By: Tom Henning, Chairman ORANGE TREE UTILITY CO., a Florida corporation By: Roberto Bollt, President 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 By: Roberto Bollt, President By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner By: Roberto Bollt, President ROBERTO BOLLT By: Roberto Bollt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at the Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827 of the Public Records of Collier County, Florida 2 Packet Page -2815- /7/2015 17.E. APPENDIX C FORM OF BILL OF SALE Packet Page -2816- 7/7/2015 17.E. Prepared by and return to: Brian P. Armstrong, Esq. Nabors, Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 (850) 224 -4070 KNOW ALL MEN BY THESE PRESENTS that Orange Tree Utility Co., a Florida corporation, and Roberto Bollt 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 "), forthe sum of TEN and No /100 Dollars ($10.00) and other good and valuable consideration, paid by Collier County, Florida, a political subdivision of the state of Florida ( "Buyer "), the receipt of which is hereby acknowledged, pursuant to Ordinance No. 12 -09, adopted by the Board of County Commissioners of Collier County, Florida on February 14, 2012 (the "PUD Ordinance'), and pursuant to that Settlement and Zoning Agreement dated January 27, 1986 and recorded in O.R. Book 1180, Page 1557, of the Public Records of Collier County, Florida, clarified by that Agreement dated May 28, 1991 and recorded in O.R. Book 1623, Page 1539, of said Public Records, as amended (collectively, the "Agreements "), hereby grants, sells, assigns, and conveys to Buyer all of its right, title, and interest in and to all of its respective personal property, both tangible and intangible, of the water and wastewater facilities, as such facilities are described in the PUD Ordinance and the Agreements (the "Utility System "), including, but not limited to, the following: (a) All water and wastewater treatment plants, including reuse and reclaimed water wells, 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 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 and associated software, 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, computer studies, non - corporate accounting, and non - corporate business records and all other non - corporate information, in each case, controlled by or in the possession of Seller that relate to the description and operation of the Utility System, inclusive of all pertinent computer records; (d) To the extent that they may be transferred, all necessary regulatory approvals subject to all conditions, limitations or restrictions contained therein; all existing permits and other governmental authorizations and approvals of any kind necessary to construct, operate, expand, Packet Page -2817- 0 7/7/2015 17.E. and maintain the Utility System according to all governmental requirements; (e) The following records: (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 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; (xiv) updated fixed asset list; and (xv) copies of general ledger by plant; and (f) 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. The terms and conditions contained in the PUD Ordinance and the Agreements are incorporated herein by reference. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) Packet Page -2818- 0 7/7/2015 17.E. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. WITNESS: ORANGE TREE UTILITY CO., a Florida corporation Print Name: By: Print Name: Print Name: Print Name: ROBERTO BOLLT, Tr-,tee for Orangetree Associates M. 3 Packet Page -2819- o03 7/7/2015 17.E. STATE OF FLORIDA COUNTY OF This instrument was acknowledged before me this day of , 2015, by , as of Orange Tree Utility Co., a Florida corporation, on its behalf. Notary Public State of (Print, Type or Stamp Commissioned Name) Personally Known OR Produced Identification Type of Identification Produced STATE OF FLORIDA COUNTY OF This instrument was acknowledged before me this day of , 2015, by Roberto Boilt, as Trustee of Orangetree Associates, a Florida general partnership, on its behalf. Notary Public State of (Print, Type or Stamp Commissioned Name) Personally Known OR Produced Identification Type of Identification Produced n Packet Page -2820- 9 7/7/2015 17.E. APPENDIX D FORM OF ASSIGNMENT OF PERMITS AND GOVERNMENT AUTHORIZATIONS Packet Page -2821- 0 7/7/2015 17.E. 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 day of , 2015, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. 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, Ftu,ida as the F :_nff cic C= e:ernirb u ^are? cf tl:e rcllier 3330 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, all of Assignor's rights and obligations under all of Assignor's respective certificates, immunities, privileges, permits, license rights, consents, grants, ordinances, surveys, leaseholds required to operate the conveyed water and wastewater facilities, and all rights to construct, maintain and operate the said facilities, including plants and systems for the procuring, treatment, storage and distribution of potable and irrigation water, and for reclaimed water if any exist, and the collection and disposal of wastewater, including irrigation water, and for reclaimed water if any exist, and every right of every character whatever in connection therewith, and the obligations thereof; all water rights, flowage rights and riparian rights and all renewals, extensions, additions or modifications of any of the foregoing; together with all rights granted to Assignor under any of the foregoing, made available by or under the authority of any governmental body or pursuant to any legal requirement, to the extent they are assignable, including but not limited to, rights 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 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: The foregoing recitals are true and correct and are incorporated herein. Packet Page -2822- - - - 7/7/2015 17.E. 2. Assignor hereby conveys and assigns unto Assignee, its successors and assigns, all right, title and interest of Assignor in the Permits, together with all other related recorded or unrecorded certificates, immunities, privileges, permits, license rights, consents, grants, ordinances, surveys, leaseholds, and any other governmental approvals in connection with the water and wastewater facilities conveyed pursuant to the PUD Ordinance and the Agreements to the extent that such Permits and other related recorded or unrecorded certificates, immunities, privileges, permits, license rights, consents, grants, ordinances, surveys, leaseholds, and any other governmental approvals are transferrable. 3. 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, and pursuant to the PUD Ordinance and the Agreements, 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. Assignor shall indemnify and hold Assignee harmless from and against any loss, claims, costs and expenses arising in connection with the Permits attributable to the period prior to the date hereof. Assignee shall indemnify and hold Assignor harmless from and against any loss, claims, costs and expenses arising in connection with the Permits attributable to the period after the date hereof, to the extent permitted by law without waiver of sovereign immunity. 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 necessary, proper or convenient to carry out and effectuate the intent and purposes of this Assignment. Further, Assignor hereby irrevocably constitutes and appoints Assignee and its successors and assigns the true and lawful attorneys for Assignor to do all acts and things necessary under and pursuant to the Permits with like power and as fully as Assignor could or might have done. 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. 2 Packet Page -2823- U 7/7/2015 17.E. 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. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) Packet Page -2824- �o 7/7/2015 17.E. 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 Roberto Bollt President, Orange Tree Utility Co. Printed Name Date signed by Seller Witness Printed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT BY: TIM NANCE Chairman ATTEST: DWIGHT E. BROCK, Clerk BY: Deputy Clerk Approved as to form and legality: BY: Scott R. Teach Deputy County Attorney 4 u Packet Page -2825- ''o 7/7/2015 17.E. EXHIBIT "A" PERMITS AND GOVERNMENTAL APPROVALS WATER Florida Department of Environmental Protection Public Water System ID No. 5114085 Cnnth Flnridim WntPr ManaaPmPnt Dictriet Water Use Permit No. 11- 00419 -W WASTEWATER Florida Department of Environmental Protection Domestic Wastewater Facility Permit No. FLA 014165 CONCENTRATE DISPOSAL PLANT Industrial Wastewater Facility Permit No. FLA 397792 -002 A -1 0 Packet Page -2826- o 7/7/2015 17.E. 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 1. Valencia Lakes lines described in attached letter dated April 29, 2015. 2. Lines not assigned by D.R. Horton. Packet Page -2827- Do 7/7/2015 17.E. APPENDIX G TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT � a7 Packet Page -2828- -- 7/7/2015 17.E. TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment "), is made and entered into this day of , 2015, by Orange Tree Utility Co., a Florida corporation, 4500 Executive Drive, No. 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, the water and wastewater facilities owned by Assignor and intended to be conveyed to Assignee include the rights of Assignor as the grantee 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: The foregoing recitals are true and correct and are incorporated herein. 2. Assignor hereby conveys and assigns unto Assignee all right, title and interest of Assignor in the Transferred Agreements, together with all other related recorded or unrecorded rights, privileges, agreements, development credits, if any, and any other rights in connection with the construction, reconstruction, expansion, and development of the water and wastewater facilities. 3. Assignee hereby accepts the transfer and assignment of the Transferred Agreements as set forth in Paragraph 2 herein, and assumes the performance, obligations, and duties under such Transferred Agreements as of the date hereof. Assignor shall have no liability or obligation with respect to the Transferred Agreements after the date hereof, other than that attributable to the period prior to the date of this Assignment. 1 O Packet Page -2829- 7/7/2015 17.E. 4. 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 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. 2 Packet Page -2830- �� 7/7/2015 17.E. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and entered into on the date first above written. ASSIGNOR: Witnessr Roberto Bollt President, Orange Tree Utility Co. Printed Name Date signed by Seller I Witness Printed Name STATE OF ) COUNTY OF 1 SWORN TO and subscribed before me this day of December, 2015, by Roberto Bollt in his or her capacity as President of Orange Tree Utility Co. Such person(s) (Notary Public must check applicable box): [ ] is /are personally known to me. [ ] produced a current driver license(s). [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public Commission No.: My Commission Expires: 3 Packet Page -2831- o� ATTEST: DWIGHT E. BROCK, Clerk BY: Deputy Clerk Approved as to form and legality: BY: Scott R. Teach Deputy County Attorney - 7/7/2015 17.E. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND THE EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT BY: TIM NANCE Chairman 4 Packet Page -2832- n 2 7/7/2015 17.E. 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,,,.Z'_106, 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 Governing Board and as Ex- Officio the Governing Board of the Collier County Water -Sewer A -1 Packet Page -2833- DO 7/7/2015 17.E. 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 II and Orange Tree Utility Co. 22. That certain Developer's Agreement, dated April 4, 2001, by and between Waterways Joint Venture III and Orange Tree Utility Co. A -2 Packet Page -2834- -- 7/7/2015 17.E. APPENDIX H TRANSFER DOCUMENT ESCROW AGREEMENT Packet Page -2835- �% 7/7/2015 17.E. ESCROW AGREEMENT FOR CLOSING DOCUMENTS THIS ESCROW AGREEMENT FOR CLOSING DOCUMENTS ( "Escrow Agreement "), made and entered into this 23rd day of June, 2015, 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 (collectively "Developer "), and Nabors, Giblin & Nickerson, P.A. ( "Escrow Agent "). RECITATIONS: WHEREAS, the parties have entered into a Mediated Settlement Agreement and Integration Agreement obligating Orange Tree and Developer to convey at no cost to the County the water and sewer facilities of Orange Tree; and WHEREAS, in order to facilitate integration and delivery of the Orange Tree facilities to the County, 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; 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 William C. Garner, Esq., of Nabors, Giblin & Nickerson, P.A., with a mailing address of 1500 Mahan Drive, Suite 200, Tallahassee, FL 32308, 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 arming 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 the parties notify the Escrow Agent otherwise, if the Escrow Agent has not received such written confirmation from Packet Page -2836- �0, 7/7/2015 17.E. the County, Orange Tree, and Developer by 5:00 p.m. local time in Collier County, Florida, on September 30, 2015, the Escrow Agent shall return the Escrow Documents to the County, Orange Tree and Developer, as applicable, and the Escrow Agent shall have no further responsibility or Iiability 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 for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission (including its own 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 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. I 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 coot and thereupon will be released and discharged from all further obligations and responsibilities under this Escrow Agreement. 7. 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 and amounts paid in settlement) 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, 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. n Packet Page -2837- �o 7/7/2015 17.E. [The remainder of this page left intentionally blank.] Packet Page - 2838 - 7/7/2015 17.E. 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 By: Tom Henning, Chairman ORANGE TREE UTILITY CO., a Florida corporation By: Roberto Bollt, President 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 (SEAL) By: Roberto Bollt, President By: ENTERPRISES OF HOLLYWOOD, INC., a Florida corporation as General Partner By: Roberto Bollt, President 4 Packet Page -2839- 9^ 7/7/2015 17.E. ROBERTO BOLLT Roberto Bollt, as Successor Trustee of the Land Trust Agreement dated January 27, 1986, recorded at the Official Records Book 1347, Page 2331, and amended June 26, 1996 and recorded in Official Records Book 2250, Page 1827 of the Public Records of Collier County, Florida NABORS, GIBLIN & NICKERSON, P.A. By: William C. Garner, Escrow Agent Packet Page -2840- 0 y 0 7/7/2015 17.E. Appendix "A" Closing Documents to be Deposited with the Escrow Agent by Orange Tree Utility Co., and Collier County: ASSIGNMENT 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 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. J Packet Page -2841- 7/7/2015 17.E. Closing Documents to be Deposited with the Escrow Agent by Orangetree Associates and Roberto Bollt: GENERAL WARRANTY DEED (Plants Site) by Roberto Bollt individually and 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 Bollt individually and 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. UTILITY EASEMENT by Roberto Bollt individually and 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. Packet Page -2842- 7/7/2015 17.E. Closing Documents to be Deposited with the Escrow Agent by Roberto Bollt, Trustee for Orangetree Associates, and by Orange Tree Utility Co.: BILL OF SALE from Orange Tree Utility Co., and Roberto Bollt, Successor Trustee for Orangetree Associates, to Collier County and the Board of County Commissioners of Collier County, Florida. Packet Page -2843- 1 7/7/2015 17.E. APPENDIX I JOINT STIPULATION Packet Page - 2844 - ''r: - - 7/7/2015 17.E. 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. r NOTICE OF FILING JOINT STIPULATION Plaintiff, Board of County Commissioners of Collier County's (the "County "), and Defendants, ORANGE TREE UTILITY, CO., a Florida Profit Corporation, ORANGE TREE ASSOCIATES, a General Partnership, SPRINGHILL OF COLLIER COUNTY, INC., a Florida Profit Corporation, ENTERPRISES OF HOLLYWOOD, INC., a Florida Profit Corporation, and ROBERTO BOLLT, as Successor Trustee, by and through their undersigned counsel, hereby files this Joint Stipulation. Dated this 31 st day of October, 2014. /s/ Rachael M. Crews BURT SAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS G Packet Page -2845- 7/7/2015 17.E. 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. saundersn .gray- robinson.com thomas.cloud@p,ray-robinson.com rachael.crews0gray- robinson.com rlar,hniP hPrrharinlorav_rn}�inenn rnm lan.gordon gray-robinson.com darlene.dallas a rg ay- robinson.com Counsel for Defendants CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 3151 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., stg� ewart(a)ngnlaw.com, hstokley a ngnlaw.com, edion cr,ngnlaw.com, legal- admin(a.,ngnlaw.com; and Scott R. Teach, scottteach(a�colliergov.net, (Collier County BOCC ). \635003 \1 - # 230579 v1 /s/ Rachael M. Crews RACHAEL M. CREWS Packet Page -2846- - 7/7/2015 17.E. 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 Boll_t, 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- Packet Page -2847- - -- - 7/7/2015 17.E. 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; 1 The amount of property necessary for System's conveyance is a centrally disputed issue between the parties. However, for purposes of maintaining the status quo until final resolution, real property as referenced herein will encompass the twenty -eight acre parcel as referenced in Plaintiffs Complaint. However, Defendants dispute that Plaintiff is entitled to that entire acreage. Packet Page -2848- 7/7/2015 17.E. b. Continue performing all usual and customary maintenance and service to the System to prevent waste, disrepair, or diminishment to the System, beyond the normal and expected daily wear, tear and use; C. Continue operating and maintaining the System pursuant to and in compliance with all County, State, and Federal legal and permit requirements necessary to operate the System; d. Continue to pay in a timely manner, to the extent any such obligations exists 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,_]eased to, or.upon or.. through which is necessary for the operation of the System; e. Continue to maintain as current and up to date any and all permits, licenses, service agreements, or contracts necessary for the use and operation of the System; and f. Upon 4 business days' notice from the County, allow County agents or representatives, to be attended by at least one County staff person, physical access to the System on a monthly basis for visual inspection of the System's operations and conditions during normal business hours at a time and date agreeable to both parties. .Respectfully submitted this 31 st day of October, 2014. A/ Edward A. Dion Edward A. Dion, Esq. Florida Bar No. 267732 Nabors, Giblin & Nickerson, P.A. 1 10 East Broward Blvd., Suite 1700 Fort Lauderdale, FL 33301 Telephone: 954-315-3857 edion(a,n nlaw.corn Counsel. for Plaintiff \635003 \4 - 4 229219 v -- /s/ Rachael M. Crews BURT SAUNDERS Florida Bar No.: 274313 THOMAS A. CLOUD Florida Bar No. 293326 RACHAEL M. CREWS Florida Bar No. 795321 GrayRobinson, P.A, 8889 Pelican Bay Blvd., Suite 400 Naples, Florida 34108 "telephone: 239 -598 -3601 Facsimile: 239-598-3164 Burt.sawidersna gray- robinson.com thomas.cloudn .grav -sob inson.com rachael. crews�aai,ay- robinson.com daphnie .bercheingrav- robiinson.com ian. uordon(a?ray- ro binson.com darlene.dallasn - ray- robinsoa.com Counsel for Defendants 3 Packet Page -2849- _ 7/7/2015 17.E. Packet Page -2850- 7/7/2015 17.E. RESOLUTION NO. 2015-_ 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 AND THE COLLIER COUNTY WATER AND WASTEWATER AUTHORITY; DIRECTING AND AUTHORIZING THE SIGNING OF A MEDIATED SETTLEMENT AGREEMENT IN COLLIER COUNTY V. ORANGE TREE UTILITY CO. ET CASE NO. 2014 - CA- 001434 (CIRCUIT COURT IN AND FOR COLLIER COUNTY); DIRECTING AND AUTHORIZING THE SIGNING OF A JOINT MOTION FOR FINAL JUDGMENT IN COLLIER COUNTY V ROBERTO BOLLT,,AS SUCCESSOR TRUSTEE UNDER THAT CERTAIN LAND TRUST AGREEMENT ACT DATED JANUARY 27 1986 ET AL.. CASE NO. 074458 -CA (CIRCUIT COURT IN AND FOR COLLIER COUNTY); DIRECTING AND AUTHORIZING THE INTEGRATION OF THE REAL AND PERSONAL PROPERTY COMPRISING THE WATER AND WASTEWATER UTILITY FACILITIES OWNED BY ORANGE TREE UTILITY CO. INTO THE COLLIER COUNTY WATER -SEWER DISTRICT PURSUANT TO THE TERMS OF AN INTEGRATION AGREEMENT; FINDING THAT THE INTEGRATION IS IN THE PUBLIC INTEREST, IN CONFORMANCE WITH SECTION 125.3401, FLORIDA STATUTES, AND SERVES A PARAMOUNT PUBLIC PURPOSE; APPROVING AND AUTHORIZING THE CHAIR OR VICE CHAIR, OR THEIR, DESIGNEE, TO EXECUTE THE INTEGRATION AGREEMENT; APPROVING RATES AND CHARGES; APPROVING TIME INTEGRATION CLOSING DOCUMENTS; APPROVING AND AUTHORIZING THE . CHAIR OR VICE CHAIR, OR THEIR DESIGNEE, TO EXECUTE INTEGRATION CLOSING DOCUMENTS AND DOCUMENTS NECESSARY TO COMPLETE THE INTEGRATION AND PERMIT THE WATER -SEWER DISTRICT TO INITIATE SERVICE INCLUDING NECESSARY BUDGET AMENDMENTS, THE HIRING OF NECESSARY PERSONNEL, EXECUTION OF NECESSARY WORK ORDERS, MODIFICATIONS TO EXISTING AGREEMENTS RELATING TO UTILITY OPERATIONS AND EXECUTION OF AGREEMENTS WITH THIRD Packet Page -2851- & 7/7/2015 17.E. PARTIES AS NECESSARY TO PROVIDE SERVICE TO FORMER CUSTOMERS OF ORANGE TREE UTILITY CO.;. APPROVING THE TRANSFER OF FACILITIES FROM ORANGE TREE UTILITY TO THE WATER - SEWER DISTRICT AS OF RIGHT PURSUANT TO THE CODE OF LAWS AND ORDINANCES OF COLLIER COUNTY AND INCORPORATION OF SERVICE AREA INTO THE WASTER -SEWER DISTRICT SERVICE AREA; AMENDING THE SERVICE AREA IN WHICH THE COUNTY IS AUTHORIZED TO PROVIDE WATER, WASTEWATER AND RELATED SERVICES TO INCLUDE ALL UNINCORPORATED AREAS OF THE COUNTY NOT LYING WITHIN SERVICE AREAS GRANTED TO THIRD PARTIES BY THE WATER AND SEWER REGULATORY AUTHORITY; 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 Iocal 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 REPORT INCORPORATED BY REFERENCE. The Board has authorized and directed County staff to investigate the potential integration of the water and wastewater assets currently owned by Orange Tree Utility Co. ( "OTU" or the "OTU System ") serving approximately 2,000 water and wastewater connections into the Collier County Water - Sewer District's ( "CCWSD') existing water and wastewater system. The report resulting from this investigation, including a description of the OTU System, the most recent income and expense statement, the most recent available balance sheet, a description of the System's physical condition, a statement of the reasonableness of the price, a statement of customer impacts, a statement of additional investments required by the County and the County's ability and willingness to make these investments, a description of any alternatives to integration by the County and a statement regarding the ability of the County to operate the OTU System, attached as Appendix A and filed with the Clerk are hereby incorporated herein by reference and made a part hereof (hereafter referred to as the "Staff Report"). The Staff Report is intended to be a statement demonstrating that the integration of the OTU System into the County's existing water and wastewater system is in the public interest. 2 GQ' Packet Page -2852- 7/7/2015 17.E. SECTION 3. FiNDEgGS. 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 owns and operates certain water production, treatment, storage, transmission and distribution systems and wastewater collection, treatment, reuse and disposal facilities within Collier County, Florida. (C) The County and Roberto Bollt, as successor /trustee of a certain Land Trust Agreement dated January 27, 1986 have been involved in an eminent domain action filed by the County which has been pending since 2007 (Case No. 07- 4458 -CA) (the "Condemnation Litigation "). The County previously has made payment in the amount of $300,000 in full compensation for the property taken, in which OTU and other interests possessed proprietary rights. (D) 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 OTU System into the CCWSD (collectively, the agreements and ordinances are referred to herein as the "Development Agreement "). (E) 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 Utilily Co et al., Case No. 2014 -CA- 001434 (the "Pending Litigation "). (F) The Board is required to hold a public hearing on the integration by conveyance of the OTU System to the CCWSD in order to ensure that such integration serves the public interest. Interested persons had an opportunity to attend and participate in the hearing. (G) CCWSD ownership of the OTU System will provide an opportunity for the County to: (1) address and balance the impact of growth with the need to provide and plan for quality water production, treatment, storage, transmission and distribution, and wastewater collection, treatment and disposal facilities necessary to accommodate existing development and anticipated future growth in a manner concurrent with the demands for such facilities in the area, the requirements of state and federal mandates, and the demands of new development and the County's statutory responsibility to implement financially feasible comprehensive plans; (2) further develop a regional approach relative to the comprehensive supply, distribution, and treatment of water and the collection, treatment and disposal of wastewater in the County; Packet Page -2853- (@ 7/7/2015 17.E. (3) - create economies of scale relative to operations, maintenance, customer service and management; (4) provide current and fixture users of the OTU System with cost efficient services by the County at reasonable rates; (5) provide that the operation and maintenance of the OTU System is done in a proactive and environmentally responsible manner; (6) reduce inefficient expansion and extension of service capacities and avoid the proliferation of smaller treatment facilities and sites; (7) accomplish a greater public use and increased public benefit which results from the ownership, operation and control of the OTU System by the County; and (8) enable the County to more effectively and efficiently plan and fulfill its comprehensive planning requirements as provided by law and assure that high quality, cost efficient water and wastewater utility services are available to additional County residents. SECTION 4. DETERMINATION OF PUBLIC USE AND BENEFIT. Based upon the legislative findings incorporated herein, the Board expressly determines that the integration of the OTU System into CCWSD's existing water and wastewater system pursuant to the terms of the Integration Agreement (the "Integration Agreement ") attached hereto as part of the Staff Report in Appendix A and incorporated herein, and the provision of water and wastewater services through facilities owned by CCWSD constitutes a paramount public purpose and is in the best interest of the health, safety, and welfare of the County and its inhabitants and affected ratepayers. SECTION 5. DETERMINATION OF PUBLIC INTEREST IN SETTLEMENT OF PENDING LITIGATION. Settlement of the Pending Litigation pursuant to the terms of the Mediated Settlement Agreement 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 OTU System into CCWSD in a manner and timeframe consistent with the public interest. SECTION b. DETERMINATION OF PUBLIC INTEREST FOR FINAL JUDGMENT TO BE ENTERED IN CONDEMNATION LITIGATION. Conclusion of the Condemnation Litigation pursuant to the terms of the Joint Motion for Final Judgment presented to the Board this date will resolve all outstanding issues among the parties and eliminate the fees and costs of continuing the litigation, all in a manner consistent with the public interest. SECTION 7. PUBLIC INTEREST DETERMINATION FOR INTEGRATION. In making the public interest determination concerning the transactions contemplated by the County relating to the integration of the OTU System, the Board has considered numerous factors, including but not limited to the following matters required by section 125.3401, Florida Statutes: 4 Packet Page -2854- & 7/7/2015 17.E. (A) The most recently available income and expense statement(s) of the OTU System; (B) The most recently available balance sheet(s) of the OTU System; (C) A statement of the existing rate base of the OTU System for regulatory purposes; (D) The general physical condition of the OTU System; (E) The reasonableness of the purchase price; (F) The impacts of the contemplated integration of the OTU System into CCWSD's existing water and wastewater system on utility customers served by the OTU System, both positive and negative; (G) Any additional investment required in the OTU System and the ability and willingness of CCWSD to make that investment; (H) The alternatives to the contemplated integration and the potential impact on utility customers if the OTU System is not integrated with CCWSD's systems; and (1) The ability of CCWSD to provide and maintain high quality and cost effective utility service. SECTION 8. APPROVAL OF MEDIATED SETTLEMENT AGREEMENT. The Mediated Settlement Agreement by and among OTU, the County and others, including appendices thereto, submitted this date to the Board of County Commissioners is hereby approved. The Chair or Vice Chair, or their designee, is hereby authorized to execute the Mediated Settlement Agreement and such appendices thereto as may require signing by the Chair, Vice Chair or designee. SECTION 9. APPROVAL OF JOINT MOTION FOR FINAL JUDGMENT. The Joint Motion for Final Judgment by and among the County, Roberto Bollt, successor /trustee, and others submitted this date to the Board of County Commissioners is hereby approved. The Chair, Vice Chair or their designee is hereby authorized to execute the Joint Motion for Final Judgment. SECTION 10. 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 11. 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, 5 Packet Page -2855- 0 7/7/2015 17.E. or their designee, is hereby authonzed to amcift such er.- as may be necessary to wit 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 CCWSD budget amendments provided m Appendix C are hereby approved- , SECTION 12. APPROVAL OF RATES. The schedule of rates and charges effective as of the date of the OTU System integration into CCWSD shall be those rafts currently in effect and being ebarged to customers currently being served by CCWSD Pursuatrt to uniform Billing Ordinance 2001 -73, as amended, and County Resolution 2014 -174, pertinent portions of which are attached hereto as Appendix B, and such rates, foes and charges are hereby approved and adopted for the OTU System as of closing of the integration. SECTION 13. APPROVAL OF INTEGRATION DOCUN W2M. The Chair or Vice Chair, or their designee, are hereby authorized and directed to execute and deliver all documents, papers, and instmmnents, 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 (collectively, the "Dion Documents"). Execution of the Integration Documents by the Chair, Vice Chair, or their dmig nee, shall be deemed to be conclusive evidence of approval of such Integr tIon Documents. All of the provisions of the Integration Docu netts, when executed and delivered by the County, as uadm rizod herein, shall be deemed to be a part of this Resolution as hilly and to the some extent as if incorporated verbatim herein. SECTION 14. 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 purmint 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(1) of the Code of Laws and Ordinances of Collier County, Florida. The certificate previously issued by the Water and Wastewater Authority to OTU is tenmi sated 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 15. EXPANSION OF COUNTY WATER AND WASTEWATER SERVICE AREA. The anew m which the County is authorized to exclusively provide waiter, wastewater and related services shall include all unincorporated areas of the County not lying within areas specifically excluded by Chapter 2003 -353, Laws of Florida which includes only those areas served by the Ima"Wee Water and Sewer District, the City of Marco Island, the City of Naples, the area known as Golden Gate currently served by the Florida Governmental Utility Authority, the boundaries of Everglades City and areas anrthorizcd to be served as of the date of this Resolution by the Collier County Water -Sewer Regulatory Authority. The County's water and wastewater service areas shall include all remaining unincorporated areas of the County. The County also is authorized to enter such agreements with municipalities, towns or other governmental authorities or privately -owned utilities as may be necessary and in the public Packet Page -2856- 7/7/2015 17.E. interest to achieve the efficient, cost - effective and environmentally friendly provision of water, wastewater and related services to all areas of the County. SECTION 16. GENERAL AUTHORITY. The Chair or Vice - Chair, or their designee, and counsel, agents and officials of the County 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 terns 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 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 his absence or unavailability. SECTION 17. APPLICABILITY AND EFFECTIVE DATE. This Resolution shall be liberally construed to effect the purposes hereof and shall take effect immediately upon its adoption. Packet Page -2857- CI 7/7/2015 17.E. PASSER 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 and the Ex -Officio Board of the Collier County Water and Wastewater Authority on the day of , 2015. ATTEST: DWIGHT E. BROCK, Clerk : Deputy Clerk Approv as to form and 1 galitty: BY: +••• Scott R. Teach Deputy County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND EX- OFFICIO BOARD OF THE COLLIER COUNTY WATER -SEWER DISTRICT AND EX- OFFICIO BOARD OF THE COLLIER COUNTY WATER AND WASTEWATER AUTHORITY IU TIM NANCE, Chairman Packet Page -2858- 1 ad, Appendix A Staff Report Packet Page -2859- 7/7/2015 17.E. (, 31 , 7/7/2015 17.E. STAFF REPORT PURSUANT TO SECTION 125.3401, FLORIDA STATUTES TO: Board of County Commissioners Collier County, Florida FROM: Dr. George Yilmaz DATE: June 23, 2015 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 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 "). The Integration Agreement contains the proposed terms of the conveyance to the CCWSD of the water and wastewater utility facilities currently owned by Orange Tree. If the Board desires to proceed with this transaction under the presented terms, the Board must adopt Resolution No. 2015 - which approves the Mediated Settlement Agreement and Integration Agreement between and among the County, OTU and other defendants in Case No. 2014 -CA- 001434, and directs and authorizes the integration into the CCWSD of the real and personal property described in the Integration Agreement comprising OTU's water and wastewater assets (the "OTU System "). BRIEF HISTORY OF OTU AND COUNTY INTEGRATION EFFORTS: A detailed history of the proposed transaction is provided in Appendix A, hereto. Briefly, Collier County has been contemplating the integration of the OTU 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 the 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 Appendix A. 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 OTU System into CCWSD. CCWSD has proceeded to conduct the negotiation and due diligence processes relating to the OTU 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 OTU System, as discussed later in this report, and supports Packet Page -2860- 7/7/2015 17.E. the recommendation that the OTU System be integrated into the CCWSD at this tune. 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. This report has been reviewed by CCWSD and confirms that the OTU System is in compliance with applicable laws and permits and there are no indications of environmental contamination at OTU's treatment plants site. 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 has paid the County the attorney's fees previously awarded by the Circuit Court. After recent mediation, the County has entered a Mediated Settlement Agreement with OTU which contemplates that the parties shall sign the Integration Agreement and accomplish the integration of the OTU System into CCWSD in the manner and timeframes contemplated therein. Requirements of Florida Law: Public Hearing Requitement 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 Mediated Settlement Agreement and Integration Agreement which provide for the integration of the OTU System into the CCWSD in a manner consistent with the Development Agreement and applicable County ordinances. 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 OTU System into the 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 utility facilities and customers of the OTU System into the 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, 2013, copies of pertinent pages are attached hereto as Appendix B. (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 Appendix B. (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 Appendix B. (4) The physical condition of the utility facilities being purchased, sold or subject to a wastewater facility privatization contract. Taken as a whole, the OTU System is physically sound with no pending compliance issues. A due diligence report regarding the OTU System, prepared by the engineering firm of Tetra Tech during the due diligence process is attached hereto as Appendix C. 2 Packet Page -2861- 0 7/7/2015 17.E. Tetra Tech also conducted a regulatory compliance review of the OTU System operations, a copy of which also is included in Appendix C. Representatives of CCWSD and Tetra Tech also performed on -site visits to inspect the OTU System CCWSD has incorporated a substantial portion of the OTU System into its geographical information system ( "G.I.S. "). The Integration Agreement, if approved, provides that CCWSD and its representatives shall have continued access to the OTU System prior to the date title to the OTU System is to be transferred to CCWSD. CCWSD shall utilize the period between the Board's approval of the Mediated Settlement Agreement and the day that ownership of the OTU System is transferred to the 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 OTU System operations to CCWSD. Finally, CCWSD has secured from OTU covenants and a report confirming OTU 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 records reviews required to be performed for such assessments. (5) The reasonableness of the contract price and terms. The proposed conveyance of the OTU System and integration of the OTU System into the CCWSD is to be completed pursuant to the dictates of the Development Agreement and applicable County ordinances with no purchase price payable by the 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 of the OTU System used to provide service in the Orange Tree Service Area Deeds and easements will be provided by OTU to the County, as required, to enable CCWSD to provide service to current customers served as well as future customer growth in the area. Liabilities: OTU retains: (i) liabilities arising out of any occurrence or event which occurred prior to the Integration Date; 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. Interration Date: September 30, 2015 Packet Page -2862- 0 7/7/2015 17.E. Title Insurance: Much of the OTU System has been built in rights of way, easements or on property leased by OTU from the 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, are located. Existing easements currently. in favor of OTU shall be assigned to CCWSD and new deeds and/or 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 the CCWSD. CCWSD will identify property easements, if any, for which title insurance will be secured as well as the amount of title insurance required. 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 both that there are no current compliance issues and that there is no litigation, pending or threatened, other than the eminent domain litigation with Collier County which also is being resolved as part of the recent agreements between OTU and the County. (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 OTU System on both ratepayers and landowners will be positive in nature. CCWSD ownership of the OTU System will shift the emphasis in operating, expanding and improving the OTU System from a profit motivation to a public ownership public service motivation. Given this motivational shift, it is anticipated that under County ownership, the OTU System will better serve the needs of OTU's customers. CCWSD has received letters from entities currently served by OTU endorsing the integration of the OTU System into CCWSD, see copies of letters attached as Appendix D. To improve the quality of water and wastewater service in the OTU Service Area and generally comport with the mission of the County to provide safe, sufficient and economical water and wastewater utility service, the following is proposed by CCWSD: a) Acceptance of conveyance of the OTU System by the County pursuant to the terms of the integration Agreement 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 the CCWSD. The County's monthly water and wastewater rates represent approximately a seventeen percent (17 1/o) increase in the monthly bill for former OTU customers using an average of 6,400 gallons of water per billing period. C) Upon acquisition of the OTU System by the County, CCWSD will possess the financial ability to provide water and wastewater services to the areas currently served by OTU. The integration of the OTU System into the 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 thf ability and willingness of the CCWSD to make that investment The integration of the OTU System into the CCWSD represents the completion 4 Packet Page -2863- 0 7/7/2015 17.E. of Phase I of the CCWSD's three phase business plan for the northeast utilities service area, as revised on October 2, 2012, The OTU System currently serves approximately 2,000 water and wastewater connections, primarily in the Twin Eagles, Orange Blossom Ranch, Orange Tree, Valencia Golf and Country Club, Valencia Lakes and Waterways subdivisions. There are prospects for a doubling of the number of connections in the OTU Service Area. In addition, the integration of the OTU System by the CCWSD will provide the opportunity for CCWSD to provide 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 OTU System into CCWSD will posture the CCWSD to serve the Northeast service area. The CCWSD will be able to serve the Northeast service area through existing and to be constructed facilities described below, as well as interconnections between the OTU System water and wastewater treatment plants and existing CCWSD in- ground infrastructure. REVENUE AND OPERATING COST upon Integration of the OTi r Svctem using rncn medians which expects 65% operating expense for each dollar of revenue. The estimated net $0.6M of revenue will be available to fund unforeseen and/or initial reliability projects along with supplementing the operations budget for an appropriate level of service in the OTU Service Area pursuant to Florida Department of Environmental Protection (FDEP) permits. REVENUE AND OPERATING COST Outlook for Nnrth",zt % -rvirn Area innhvitna tha nTr r Potential Potential Annual Estimated Net Annual Estimated ERCs Growth Impact Revenue Annual Operating Customer Base Fees $ l O Qlmo bill Operating Cost* Margin Existing ($5,l 1 5/ C $100 /mo bill Operating Cost Margin Orangetree PUD 1,477 $0 $1.8M SUM $0.6M (Baseline) 3,477 $10.2M KIM $23M SIAM using rncn medians which expects 65% operating expense for each dollar of revenue. The estimated net $0.6M of revenue will be available to fund unforeseen and/or initial reliability projects along with supplementing the operations budget for an appropriate level of service in the OTU Service Area pursuant to Florida Department of Environmental Protection (FDEP) permits. REVENUE AND OPERATING COST Outlook for Nnrth",zt % -rvirn Area innhvitna tha nTr r Lvini, 310.4M $10.7M $7.OM $3.7M The estimated net $3.7M of operating margin is planned to fund reliability and compliance- related projects per FDEP permits in the next 10 year planning horizon, along with an estimated $20.4M in growth impact fees (as may be reduced to account for pre-paid impact fees and existing excess capacity as of the integration Date). The table below shows Phase II projects that are planned to be implemented within the next five -year planning horizon to serve the Northeast service area of the CCWSD. `J Packet Page -2864- Potential Potential Estimated ERCs Groff Imps Annual Estimated Net Annual Customer Base Fees Revenue Annual Operating ($5,l 1 5/ C $100 /mo bill Operating Cost Margin Short-term Potential 3,477 $10.2M KIM $23M SIAM 0 -5 ears Long -term Potential 5,477 $10.2M $6.6M SUM $2.3M 5 -10+ ears - ♦ T Lvini, 310.4M $10.7M $7.OM $3.7M The estimated net $3.7M of operating margin is planned to fund reliability and compliance- related projects per FDEP permits in the next 10 year planning horizon, along with an estimated $20.4M in growth impact fees (as may be reduced to account for pre-paid impact fees and existing excess capacity as of the integration Date). The table below shows Phase II projects that are planned to be implemented within the next five -year planning horizon to serve the Northeast service area of the CCWSD. `J Packet Page -2864- 7/7/2015 17.E. CCWSD NORTHEAST CAPITAL PROJECTS COSTS ase It is believed that the CCWSD has conservatively estimated the future revenues and connection charges available for the OTU System. (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 acquisition of the OTU 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. CCWSD is unable to identify any negative consequence on OTU's customers from the proposed integration. Upon integration, monthly service rates will be lowered somewhat. 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 tens as the current owner knew of CCWSD's option to assume responsibility for serving the OTU Service Area and acquiring the OTU System, at no compensation to OTU's owners, pursuant to the Development Agreement. Long term capital and operations planning is difficult in this situation. Due to the existence of the Development Agreement and corresponding County ordinances, there is little to no chance of another private utility purchasing the OTU System since such owner, too, would be bound by its terms. Such an alternative to CCWSD ownership would appear to be foreclosed. Based on the foregoing, OTU customers, no doubt, will benefit from the proposed integration of the OTU 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, upon acquisition, the CCWSD will not be motivated by profit but rather a public service motivation to provide high - quality, cost- effective service to OTU's customers. CCWSD has conducted extensive due diligence and analyzed the capital needs and cash flow projected upon successful integration of the OTU System into the CCWSD. Cash flow is positive and capital needs are consistent with CCWSD's current business plan, and addressed therein. CCWSD will achieve economies of scale and other efficiencies when the OTU System is operated in conjunction with CCWSD's existing utility operations. Also, for the first time, customers of the OTU System will benefit from the County's access to low -cost Packet Page -2865- DesiOn Construction CEl Sub -Total (1) Water main, force $50,000 $1,800,000 $120,000 $1,970,000 main, and reuse main to to (2) Re- chlorination station $35,000 $400,000 $35,000 $470,000 (3) OTU MPS $200,000 52,000,000 $700,000 $2,400,000 (4) Heritage Bay MPS $350,000 $3,500,000 $150,000 $4,000,000 It is believed that the CCWSD has conservatively estimated the future revenues and connection charges available for the OTU System. (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 acquisition of the OTU 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. CCWSD is unable to identify any negative consequence on OTU's customers from the proposed integration. Upon integration, monthly service rates will be lowered somewhat. 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 tens as the current owner knew of CCWSD's option to assume responsibility for serving the OTU Service Area and acquiring the OTU System, at no compensation to OTU's owners, pursuant to the Development Agreement. Long term capital and operations planning is difficult in this situation. Due to the existence of the Development Agreement and corresponding County ordinances, there is little to no chance of another private utility purchasing the OTU System since such owner, too, would be bound by its terms. Such an alternative to CCWSD ownership would appear to be foreclosed. Based on the foregoing, OTU customers, no doubt, will benefit from the proposed integration of the OTU 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, upon acquisition, the CCWSD will not be motivated by profit but rather a public service motivation to provide high - quality, cost- effective service to OTU's customers. CCWSD has conducted extensive due diligence and analyzed the capital needs and cash flow projected upon successful integration of the OTU System into the CCWSD. Cash flow is positive and capital needs are consistent with CCWSD's current business plan, and addressed therein. CCWSD will achieve economies of scale and other efficiencies when the OTU System is operated in conjunction with CCWSD's existing utility operations. Also, for the first time, customers of the OTU System will benefit from the County's access to low -cost Packet Page -2865- 7/7/2015 17.E. public financing which will lower capital costs for system expansions and improvements from those costs currently avai table 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 OTU System is best demonstrated in the _ ratings bestowed by rating agencies upon CCWSD's existing water and wastewater bonds, a testament to the sound utility policies and practices employed by the CCWSD. CCWSD's decades of experience acquiring, operating, and improving water and wastewater systems is sufficient justification for customers of the OTU System to be confident that they will be well served by CCWSD. Other Material Facts Material facts concerning the OTU System for the Board's information include (a) approval of transfer to CCWSD and rates to be charged to former OTU customers after the proposed integration; (b) the location of OTU 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) the necessity for a written consent for water system concentrate disposal. (a) Service Rates Under OTU versus CCWSD Ownership The OTU System is regulated by the Collier County Water and Wastewater Authority ( "Authority "). The recommended resolution authorizing the signing of the Integration Agreement and all related conveyance agreements also 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 Water and Wastewater Authority. OTU has filed numerous rate increase requests with the Authority, including index and pass- through filings, to recover its investments in the OTU 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 seventeen percent (17 %) lower than the corresponding rates charged by the CCWSD. Upon completion of the recommended integration of the OTU System into the CCWSD, the 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 OTU utility assets. 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. The CCWSD and OTU have agreed to the terms of required easements upon which the utility assets are located. Where deeds or easements do not currently exist or have not been recorded, OTU shall provide them and/or record them. Beginning with Ordinance 87 -13, which bestowed original development rights, and through the approval of Ordinance 12 -09, it has been contemplated that CCWSD would receive deed or easement rights to property upon which OTU located utility assets when CCWSD assumed the responsibility for water and wastewater service in the OTU Service Area. The 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 Packet Page - 2866 - 7/7/2015 17.E. 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 in such circumstances. (c) Lease Currently, OTU leases the water and wastewater treatment plants site (the "Treatment Plants Property ") from Developer 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 OTU System to the County at no cost, and free of encumbrances. As a result, the current lease between OTU and its developer /affiliate which covers the Treatment Plants Property will be terminated as of the date the OTU System is integrated into the CCWSD system and the property will be conveyed to the County by deed. (d) Concentrate-Dismal OTU currently disposes of concentrate generated by the water nano - filtration process by discharging it to an in- ground, lined pond on a golf course's property. The concenU to is blended with lake water and ultimately may be used by third panies. OTU does not possess a written agreement with the third parties relating to transportation to, and acceptance of, this water blended with concentrate. OTU shall provide CCWSD with consents, and evidence of disclosure to, the golf course and other affected parties authorizing CCWSD to transport and dispose of concentrate in the manner contemplated in the DEP permit at times and in volumes subject to CCWSD's sole discretion, at no charge. 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 OTU System into the CCWSD pursuant to the terms of the Development Agreement, applicable County ordinances and the proposed Integration Agreement is in the public interest; that the transfer of substantially all of the water and wastewater assets of OTU to CCWSD be approved as of right; 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. N Packet Page -2867- 7/7/2015 17.E. Annendix 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 ") was 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). 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. OTU further argued that it was coerced into signing the Development Agreement. The Circuit Court issued a summary judgment in favor of the County thereby rejecting OTU's claims. The County invoked the "prevailing party" clause in the Development Agreement and was awarded attorney's fees in the amounts of $214,223.43 (for trial) and $43,451.51 (for appeal), plus interest. Beginning in 2013, the County engaged OTU in discussions relating to the Development Agreement and the County's election to assume ownership of OTUs 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 OTU System to the County at no cost pursuant to the Development Agreement. OTU has now paid the County the attorney's fees. A Mediated Settlement Agreement has been reached by the parties to the litigation and is in the process of being presented to the Hoard of County A -1 Packet Page -2868- 07 7/7/2015 17.E. Commissioners. An Integration Agreement providing for file conveyance at no cost to the County also is being presented to the Board of Courrty Commissioners as part of the Mediated Settlement Agreement. A -2 Packet Page -2869- OQP- 7/7/2015 17.E. Appendix B Excerpts from OTU Annual Reports for the Year Ending December 31, 2012 Packet Page -2870- v 7/7/2015 17.E. Appendix C Engineering Reports regarding Condition of the OTU System and Compliance with Local, State and Federal Laws and Permits v Packet Page -2871- 7/7/2015 17.E. Aupendix D Letters of Endorsement of the Integration of OTU Into the CCWSD J Packet Page -2872- 7/7/2015 17.E. Appendix B Schedule of Rates and Charges Packet Page -2873- aO IQU 7/7/2015 17.E. 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, mpl=ment 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 rnid- 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 I 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 Packet Page -2874- 7/7/2015 17.E. 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 staffs 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 �-. days- h-;r}c \-� sue. 2014. ATTEST: DWIGHT E. 'BROCX, CLERK By: AtCest a a C > Deputy Clerk signaitdr�e Approval as to form and lefty: Cott R. Teach Deputy County Attorney taii;iil(i ;(r BOARD OF COUNTY COM1D .880— Nt1'S,.''', OF COLLIER COUNTY, ,. "I�RTA,; . AS THE GOVERNING BODY. `O.l+ •GbLLiER COUNTY AND AS EX . OP fe-51b THE GOVERMNG BOARD OF tl E COLLIER'. COUNTY WATER SBWEIL- STRMCT . 2 Packet Page -2875- HENNING, PUBLIC UTILITIES DIVISION C013.[E3tCOUNTY WATERS¢WSRDISTRICT UNIFORM BHJA* d, OPERATING AND REGULATORY STANDARDS ORDINANCE APF9NDQI A - I= RATES AND CHARGES SCHEDULE i - DISTRICT WISE WATIR AND WASTEWATIM RATES Page 1 of 3 1. WATER 7/7/2015 17.E. III A+vMd by lk—b ki.. Aa 2021-1& (Z) main "we.l4rood O wo 06 mm fee boloce7de Fargo w and e11rOw0i6r leelfamb fetal leer iditard. ME Packet Page -2876- KOWN!, Prey III Pro/wdxe0"1, rats R) e(C00e60) zIlee0v4 R1Befve Bleei►f 8rtectlkw Ocf imw 1.2012 06600601, 7914 Oe6ebrc 1.2975 Octeler 1.2076 WATERSLRVKX BAN CRARGL4 No" 21100 so" 311050 DW*A over so 3p" fa.ia.wld, e/.lnr..sy. C..e.wd.>. Lrlf 116029 116011 316095 ee4 [rriptlew Oely) 1• /r 12 ti 6023 2160511 AfNt[�lY SA" ri7A0 91932 >J&It 321.0.9 314" 17.63 1132 20,10. 21.19 1" 3L9! 0,C 4454 407 140` N111 SL72 5641 stm 1401" 7436 am 0.491 0.17 r 129411 lim 71731 139!0. ;^ 215M 23LW 246." 2AL76 P 33G4i ]90.39 48736 42136 6^ 74047 77LIO 1111.74 11323$ r ■ / a�u 1,736!9 1,2!631 1361.&3 10" 21191 .2 Z" 2340.45 2.443.16 n" X.ML73 3,11733 3j"M 3^32736 VOlA1I14043iARGLPR 7pea CAlAA1ft9 1./76 Is Lm 2.151604. 11101 4AK0SAN 4.mal1A00 t�werr4,le.rlwal, w�..l.l Rod intodler 0*) Blockt S 42 1ss4 SOT 5791 taedk2 344 397 &17 438 Blend 4,J4 tst s.s4 sm Berk 4 6IIS 6g! 63Q 737 finks 715 730 4.31 0,72 flocks Ic67 1014 IlA7 735 IIIOC7IC 64711 lRdfCT11R[ (RAWkg k M@k MKMY. CweeiY — Gk4saWr Od7) j III A+vMd by lk—b ki.. Aa 2021-1& (Z) main "we.l4rood O wo 06 mm fee boloce7de Fargo w and e11rOw0i6r leelfamb fetal leer iditard. ME Packet Page -2876- CA"mpdw m"kStierr11e e(C00e60) IlW[�tt Slt' Ehskt flag 19ed1 66011 !halo 1Id21 No" 21100 so" 311050 DW*A over so 3p" I60i Lrlf 116029 116011 316095 over so 1• /r 12 ti 6023 2160511 516675 IN 601711 Over 171 1.114• 96021 214040 416040 0.l "128 12160210 Over 240 1•lrs- 06033 26050 7360109 1*170151 15160250 OTW250 2" 06041 4160@0 0.1ula 1616020 24110400 0ver40 3" 06040 awl* 16/"321 32/60 40 491201 O.0r01 4" 1 to 111 1211025/1 20.160!0 30.160!0 01 to 1.790 Over 1.20 P' • 020 251 60! Sol 16 14= I m"1,10 1$01 601,'10 OFW 2.W r 16040 431290 IN go SAN UNDO 802.791 !.ill 104.6" 0"W43M of lrIll 70160460 1.A5102,000 2^4 *4,30 4,101x7,001 Ovr7.00 12" OoIm 1./76 Is Lm 2.151604. 11101 4AK0SAN 4.mal1A00 Over lt,00 III A+vMd by lk—b ki.. Aa 2021-1& (Z) main "we.l4rood O wo 06 mm fee boloce7de Fargo w and e11rOw0i6r leelfamb fetal leer iditard. ME Packet Page -2876- PUBLIC UT1L -C[lrS DIVISIGN COLLIER OOUA'TY WATER SEWER DISTRICT UNIFORM BILLING, OPERATING AND REGULATORY STANDARDS ORDINANCE APPENDIX A - FM RATES AND CHARGES SCHEDULE 1- DISTRICT•WME WATILR AND WA$UWAT[R RATES EM 2 ot3 L WASTRWATER 7/7/2015 17.E. III A+opd by R=Wmd . Wa 2821-A 121 R.. w mW dMr oe bbw lot trm& Led 7rr irileetti Pjhkwdmb" 11 WpnttetrinUmWdumW 1 - uwo1+99"6or1SAmpMea A( Packet Page -2877- rAemft Row jl l Pnym d I Waft Ron RI swumn GUed.s �t4ttlw Efried" Om"= 1.1s11 OcwfAel.2Q' Oerrr1,7t71S OeM►Q 1.1016 wASrawATrr17I®lvtca sAa� ceAaors eRed6t.u.1,9AwWK-117.84"w Men" so. 771634 s2l.3i a3o t1 33L" ' 16.18 19.36 3fLL1 373T 1' 6L2s 6476 7414 73.61 1'Iw 7446 433! WX 94.36 1-112" I114S1 119.18 13M66 14LO I' 187M ZKII 214.31 ns 04 3" 347.66 17A.f+ >t"u 417.71 r 37" 61L2+ 600 OL67 6' 144M 9.>a w 1.19467 lift* +' WAS 2,1MR6 21104191 2,29L95 11• 3.19L69 34M. " 3.76466 1.1496 12" 4a9733 sx4m SMVP SAL93 vowaa GHARGZ ru 14" GAIJAM m"16 ." N"Mah ow come der) AOSI1NLIH 43.79 sw s434 S4-% III A+opd by R=Wmd . Wa 2821-A 121 R.. w mW dMr oe bbw lot trm& Led 7rr irileetti Pjhkwdmb" 11 WpnttetrinUmWdumW 1 - uwo1+99"6or1SAmpMea A( Packet Page -2877- 7/7/2015 17.E. 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. Eire Systems (Dedicated and Compound): (a) Fire Meter (i) Fire Service meter size will refer to the largest diameter meter register installed for fine 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 baled according to regular water monthly base and usage charges as described herein. (b) Volume Charge (i) Per 1,000 talons 4. Water Restriction Surcharge: Percent Reduction Goal Flow Charge Rate Water Shortage Phase* In Overall Demand A_ d justment Percentage Phase 2 - Severe 30% 15% Phase 3 - Extreme 45% 30% Phase 4 - Critical 60% 401/6 * Per the South Florida Water Management District (SFWMD) Water Shortage Plan Pursuant to Chapter 40&21 of the Florida Administrative Code (FAC) The surcharge will be applicable to the volume charge for all single family and multi- family residential aaronots for ai eonsumption granter thaw Bloch 2, to non- residential accounts for all consumption greater than Block 1, and to irrigation accounts only for all eomamptioa. The Block Structures are specified in Section Cone above. The surcharge is not assessed against the service ban charge. The water restriction surcharge will start on the first billing cycle of the month rollowing the imposition of the restrictions. The surcharge will eerie on the dust billing cycle of the month following the revocation or iHing of the restrictions. Packet Page -2878- 7/7/2015 17.E. PUBLIC UTILITIES DIVISION COLLIER COUNTY WATER =SEWER DISTRICT UNIFORM SiLIdNG, OPERATING, AND REGULATORY STANDARDS ORDINANCE APPENDIX A - FEES, RATES AND CHARGES SCHEDULE 2 - IRRIGATION QUALITY WATER RATES Page 1 of 1 Existing Moatibly Rates [II Proposed Monthly Rates 121 Effective Effective Effective Effective 10/I12012 10/1/2014 IW2015 10/112016 SERVICE BASE CHARGE Sa.1 3/4" 1" 1 -1/2" 2" 3" 4" 6" g1# 10" 12" VOLUMETRIC CHARGE PER 1,000 GALLONS Customer Type: Balk Pressarized Prestnrized and Disbibeted $5.90 56.43 $6.75 $7.09 5.90 L43 6.75 7.09 12.39 14.05 14.75 15.49 2EW 29.40 30.x7 32.41 53.34 SL69 61 -62 64.70 186.58 116.17 12198 128.08 21116 23234 243.% 256.16 405.14 441.60 463AS 486.86 73537 $*1.55 841.63 983.71 1,176.82 IMM73 1,346.97 1,414.21 1,752.92 1 ,910.63 2,00621 2,106.52 5035 0.45 L88 111 Adopted by Reselodioo 2011 -30. 121 Rates to beoeee effective with the first lisp bMft eyrie for service rew flscal year indicated. Packet Page -2879- S0.3S 50.40 50.42 0.49 0.51 0.54 7/7/2015 17.E. Naples Daily News Naples, FL 34110 Affidavit of Publication Naples Daily News --------------------------------------------------+------------------------ BCC /PUBLIC UTILITIES FINANCE DEPARTMENT - 3299 TAMIAMI TRL E #700 VIOUNTOTIL 4411"1 NAPLES FL 34112-5749 Nona of; Puim NEARING TO CONSIDER RESOWTION REFERENCE; 059405 4500147477 59752828 NOTICE OF PUBLIC HE State of Florida County of Collier Before the undersigned authority, perso appeared Daniel McDermott,on oath says th serves as Inside Sales Manager of the Nap News, a daily newspaper published at Naples, in Collier County, Florida: that attached copy of advertising was publishe newspaper on dates listed. Affiant further says that the said Napl News is a newspaper published at Naples, Collier County, Florida, and that the sai newspaper has heretofore been continuousl published in said Collier County, Florida day and has been entered as second class matter at the post office in Naples, in s Collier County, Florida, for a period of next preceding the first publication of t attached copy of advertisement; and affia further says that he has neither paid nor promised any person, firm or corporation discount, rebate, commission or refund fo purpose of securing this advertisement fo publication in the said newspaper. PUBLISHED ON: 08/27 AD SPACE: 118 LINE FILED ON: 08/27/14 Notice is Mreby given that on Tuaeday, SOP tanafaar 2; 7014 in the Boardroom 3rd poor, AdmkrstralloFn�. ,B�uilding, Collier County Government Center. 3294 Tamismi iraN,Eatt. Napki, da the Board of County Commiuioners as Ex Officio the GoYefNSlrrB •Board of Collier County Wets r Sewer District, will consider the atactinut of a County Ragokftn. The meeting will commence at 4:00 A.M. The titla ofthe proposed. Resolution is as.f*IIOM: A. RESOLUTION Of THE BOARD. OF COUNTY -COMMISSIONERS OF COLDER W FLORIDA, AS Im OWMING BODY OF CtILUER COUNTY AND AS EX THE GOVERNING BOARD OF TIRE COLLIER COUNTY WATER SEINER DISTRICT, XMIN RIB. SCIREDULES AND TWO OF APPENDIX A TO SECTION PDUR� OF iHE'CGUlB COUNTY. ORDOMNa No. 2001.73, AS AMENDED, TITLED THE COWER COUNTY WATpFSEWEA DISTRICT UNIFORM It.LING, OPERATING AND 1 GUTATORY STANDARDS OR1XNANCF4 AMENDING PROPOSED RATES FOR WATER AND ,WAST WA F t SERVICiS WITH EFFECTWE DATES OF OCTOBER 1, 7014.oC{WER.; 2B1S AND OCFOBER 1, 2876 FOR SCIEDULES.ONE AND TWO. Copies o! the proposed Resolution are ors file with the Clark to the Board and are available lorlrspectton. AN interested parties are mulled to attend and be heard. NOTE: AN Persons wishing to speak on any agenda item must register with the CCoouuntrrtyy Admiolstr" qr to prewrnahon of the agenda item to be addressed. trsdivklual spoken wail' be limited m 3 minutes on arty item. The selection of an individual to :peak• .on behalf of an organization a group is encouraged. it ntcogrsuad by' the Chair, a spOketttenon for a group or organization may be aRetted IS minutes to.spesk on en kern Peitons:•vlilifikq : tq.heiw vifltnn or graphic materials Included to the Board agenda pi "in dceb must k said meterlal li minimum Of 3 weeks -prior to the refloecow ppsulbNC Mating •- In rsfy.casc,.written materials intended to be considered by the Board4WI bR ^whylrLad to the appraprlate COWq staff a minimum of seven days pry .10 i pubt w A" record I used in preseMatiors before the Board Any person who decides to ippeal a decision of the Board will need a record of the =:d: a pertainkrg. thereto and .therefore, may need to ensure that a verbatim iscofd of Uie stahedinps b made, which record Includes the teWmony and evidancrupon idltheappealIsbased. If you are, a person with a disability who deeds any accommodation In order to partiapate.in.this. proceeding you are entnied, at no cost to you to the provision of rrenom as!gi a Please corkaR the Collier County Fatuities Management Daparvwk located at 3335 Tambmi Tralf East Suite 101, Naples, Florida 34112- 5356 (233) 2S2439D, at least two days prior to the meeting. Assisted listening devices for: the hearing , rnpiired are available in the Bwrd .of County eOffurdollonens Orrice. - HOARD OF-COUNTY COMMISSIONERS E%OFFICiO THE GOVERNING BOARD O WAR D17CT R,C0 Y101111) TOM H6NNiNG, CHAIRMAN ------------------------------ ------------- 7 ---- -5---------------------------- Signature of Affiant Sworn to and Subscrib ?ersonally known by 20�y Packet Page -2880- 7/7/2015 17.E. i "FILAr—e Felda Fianda � If Al?4 x r .rrlos �r.trk- Immokalee Water & Sewer District s l — I 4' Ave Maria Utilit Com an Y p Y ,_ �_ Bonita' :9 — Bay club 11 ry Bonita i — _.... Mp ings CIJi_L, FIt - , y, I r. Nariel ' uu rrr ii a F'vl SaY East I r,e _a,; PInE Florida Governmental Utility Authority Rldge (FGUA) North 14 ple, It .rt ' a5t + € 'S=N -kT5s City of Naples L ?I; ra.I?IGs COLLIER COUNTY WATER -SEWER DISTRICT 11it °' CURRENT PUBLIC WATER SUPPLY SERVICE AREA Current Water Boundary fi Excluded from District per Special Act lxS y 7. Marco Island Utilities ,c,o;�ticn rnJdr� National r'a", E:. 71,dvs t+ Everglades City - O 0 5 10 h,:ticl h Miles Sources: Esd, HERE, DeLorme; TomTom, Intermap,- increment RCorp:;- — GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, KadasterNL, Ordnance Survey, Esri Japan, METI, Esd China (Hong Kong), swisstopo, Mapmylndia, © OpenStreetMap contributors, and the GIS User Community Packet Page -2881- Out tm st rlarld;I F A.da -a l r 1, P \ _ a Immokalee Water & Sewer District E -tern -.•, >.n Ave Maria Utility Company Bay Club �r u� Bonita ap nos 3,t: _COL,1. 4 Tlr" Ilorl�:. ' uin blr; xt 6 � N - � r r call T F•rr7- y Florida Governmental Utility Authority �i , Ridge (FGUA) iar,nl, at 14aples City of Naples Leh: `. IJar'le, Flo nor J�fry F fig• oT V2 Marco Island Utilities 7/7/2015 17.E. COLLIER COUNTY WATER -SEWER DISTRICT CURRENT WASTEWATER SERVICE AREA 49 Current Wastewater Boundary Excluded from District per Special Act C V>'mode-, Park E•' yl r•:Irs Everglades City © 0 5 1 I,akrao.,l CF Miles Sources: Esri, HERE, DeLorme; TomTom, Intermap,- increment P- Corp:, — — GEBCO, USGS, FAO, NIPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), swisstopo, Mapmylndia, © OpenStreetMap contributors, and the GIS User Community Packet Page -2882- 7/7/2015 17.E. _ a .utrtkay. c.: Felda i Fk�ndK f Intl k Irpof I San ��arlcs Fark Imgmokalee Water & Sewer District E Mere_ ., #, % Ave Maria Utility Company �y Bond a, c Bay Cluk Bonita 2 ap nqs C L 1. 'r 'k rile Bonita tJarle wuarr Bay Ea't i m R u. P C,,, r R nF N Florida Governmental Utility Authority B f, rrl ?e rdcrrh - (FGUA) c, 2?, at Packet Page -2883- , -'`.• a , City of Naples Lek COLLIER COUNTY WATER -SEWER DISTRICT PROPOSED PUBLIC WATER SUPPLY SERVICE AREA Proposed Water Boundary 1 F •rr z" Excluded from District per Special Act r F. I. Not all areas within CCWSD will be served. L Marco Island Utilities q,.,I:rrrc! kt. ,• F "irk E, Aad�s Everglades City O 0 5 10 Miles 1,kla.k ' Sources: Esri, HERE, DeLorme; TomTom, Intermap, - increment P- Corp, GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster.NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), swisstopo, Mapmylndia, © OpenStreetMap contributors, and the GIS User Community Packet Page -2883- 7/7/2015 17.E. rt>rnee .t - FJtia FtL Itd.J ' Illt'i Ajtp xt ' arlo:: Part, Immokalee Water & Sewer District Lsryxc, i U ) Ave Maria Utility Company Mir z, Bonita :c Bay Clue Bonita 2 I = Sp ngs trill l.r N n « PJaple. 5nnita Guirri 13ay East F'nrh Rd _. Fine N Florida Governmental Utility Authority B _ (FGUA) tJ o rt Pi Gc e, Naple• i City of Naples L.Ic ,J ,,,lp; COLLIER COUNTY WATER -SEWER DISTRICT PROPOSED WASTEWATER SERVICE AREA tern - 'h :pr Proposed Wastewater Boundary Excluded from District per Special Act $. k "T 1. Not all areas within CCWSD will be served. Marco Island Utilities v ih,. arri E v= ralaiie Made- I( Everglades City 0 5 10 O rat l a Miles Sources: Esri, HERE, DeLorme,— TomTom, Intermap,•increment P Gorp: -- — - GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NIL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), swisstopo, Mapmylndia, © OpenStreetMap contributors, and the GIS User Community Packet Page -2884- APPENDIX A 7/7/2015 17.E. SCHEDULE TWO - EFFECTIVE FebrygOLIL 2015 WATER & WASTEWATER IMPACT FEE RATE SCHEDULE ERC = Equivalent Residential Connection ADF = Average Daily Flow RESIDENTIAL - >INDIVIDUALLY METERED MULTI-FAMILY- MASTER METERED Living Space (SQ.FT.) ERC Factor': Basis of Fee Water Impact Wastewater Meter Size Water Impact ERC Factor 1 Wastewater Fee Impact Fee 1.00 0 TO 4.999 Fee .;; Per ERC $2,600 $2,515 3/4" (AND NO MORE THAN 4 TOILETS) 0.33 ffixed at 1 ERC) $8,375 830 751 TO 1.500 5,000 OR MORE Varies (minimum Per ERC ERC value x 2 600 $39.000 Varies (Reference value of 1 (minimum value Meter Size Note) (OR MORE THAN 4 TOILETS) (based on ADF 2 515 $2,515 Formula 0)1 Meter Size Note - Meter size determined by the total fixture value connected to the meter and applying applicable provision in the current edition of the Florida Plumbing Code. Reference the Meter Sizing Form. Meter Size Note ERC with ADFFormula When ADF is in Gallons Per Minute (GPM) then use the formula f(ADF- 30)/301 +1 NON-RESIDENTIALi MULTI-FAMILY- MASTER METERED Basis of Fee All Non - Residential Living Space (SQ:FT.)` expansions, or replacements are imposed only if the meter size is increased as a result of the alteration Basis of Fee ERC Factor Water Impact ERC Factor 1 Wastewater Wastewater impact Fee 3/4 inch 1.00 $2,600 Fee .;; 1 inch ImaactFee 0 TO 750 $4,200 Per Unit 0.33 860 $8,375 830 751 TO 1.500 $13,860 Per Unit 0.67 $1,740 $39.000 $1,685 1,501 OR MORE 33.33 Per Unit 1_0 $2,600 66.67 $2,515 Meter Size Note 8 inch Meter size determined by the total fixture value connected to the meter and applving applicable provision $293,425 Meter Size Note in the current edition of the Florida Plumbing Code. Reference the Meter Sizing Form. NON-RESIDENTIALi Typ e Basis of Fee All Non - Residential Impact fees are determined by meter size. Water and /or wastewater impact fees for alterations expansions, or replacements are imposed only if the meter size is increased as a result of the alteration ex ansion or replacement. 3/4" Meter Size ERC Factor 1 Waterlm act Fee Wastewater impact Fee 3/4 inch 1.00 $2,600 $2,515 1 inch 1.67 $4,340 $4,200 1 -1/2 inch 3.33 $8,660 $8,375 2 inch 5.33 $13,860 $13,405 3 inch 15.00 $39.000 $37,725 4 inch 33.33 $86,660 $83.825 6 inch 66.67 $173,340 $167.675 8 inch 116.67 $303.340 $293,425 Meter Size Note Meter size determined by the total fixture value connected to the meter and applying applicable provision in the current edition of the Florida Plumbing Code. Reference the Meter Sizing Form ll ERC Factors by Meter Size for Non - Residential Customers Rated Capacity ERC Meter Size (gallons per minute) Factor 2 3/4" 30 1.00 1" 50 1.67 1 -112" 100 3.33 2" 160 5.33 3" 450 15.00 4" 1000 33_33 6" 2 000 66_67 8" 3 500 116.67 r11 Based on the rated capacities per technical specifications of meters used by L e county. r21 Reflects rated hydraulic capacity of meter divided by 30 gallons per minute based on the rated capacity of smallest meter size. Packet Page -2885- CLASS "All lr OR "B" WATER and /or WASTEWATER UTILITIES (Gross Revenue of More Than $200,000 Each) OF Orange Tree Utility Company, Inc. Exact Legal Name of Respondent 418W 1419S Certificate Numbers Submitted To The Collier County Government 7/7/2015 17.E. Collier Coutzty Water and Wastewater Authority FOR THE YEAR ENDED DECEMBER 31, 2012 Form PSCJWAW 3 (Rev 12199) Packet Page -2886- 7/7/2015 17.E. General Instructions 1. Prepare this report in conformity, with the 4,994 National Association of Regulatory Utility Commissioners (NARUC) Uniform System of Accounts for Water and Wastewater Utilities as adopted by Collier County Ordinance 96 -6 and resolution 96 -103 (SUPPLEMENTAL RULES OF THE BOARD) 2. Interpret all accounting words and phrases in accordance with the (Uniform System of Accounts (USDA). 3. Complete each question fully and accurately, even if it has been answered in a previous annual report. Enter the word "None" where it truly and completely states the fact. 4. For any question, section, or page which is not applicable to the respondent enter the words "Not Applicable ". Do not omit any pages. 5. Where dates are called for, the month and day should be stated as well as the year. 6. All schedules should be rounded to the nearest dollar unless otherwise specifically indicated. 7. Complete this report by means which will create a permanent record. You may use permanent ink or a typewriter. Do not use a pencil. 8. If there is not enough room on any schedule, an additional page or pages may be added provided the format of the added schedule matches the format of the schedule of the page with not enough room. Such a schedule should reference the appropriate schedules, state the name of the utility, and state the year of the report. 9. If it is necessary or desirable to insert additional statements for the purpose of further explanation of schedules, such statement should be made at the bottom of the page or an additional page inserted. Any additional pages should state the name of the utility, the year of the report, and reference the appropriate schedule. 10 The utility shall file the original and two copies of the report with the Authority at the address below, and keep a copy for itself. The utility must submit the report by April 30 for the preceeding year ending December 31, Collier County Water and Wastewater Authority Utility Franchise and Regulation Dept. Collier Business Plaza, Suite 210 3050 North Horseshoe Drive Naples, Florida 34104 11 Pursuant to Collier County Ordinance 96 -6 and Resolution 96-103 (Supplemental Rules of the Board), any utility that fails to file its annual report or extension on of before April 30, or withing the time specified by any extension approved in writing by the Office of Utility Regulation, shall be subject to a penalty. The penalty shall be based on the number of calendar days elapsed from April 30, or from an approved extended filing date, until the date of filing. The date of filing shall be included in the days elapsed. Packet Page -2887- /7/2015 17.E. TABLE OF CONTENTS SCHEDULE PAGE SCHEDULE PAGE EXECUTIVE SUMMARY Certification E-1 Business Contracts With Officers, Directors General Information E-2 and Affiliates E-7 Directory of Personnel Who Contact the FPSC E-3 Affiliation of Officers and Directors E-8 Company Profile E-4 Businesses Which Are A Byproduct, Coproduct Parent / Affiliate Organization Chart E-5 or Joint Product of Providing Service E-9 Compensation of Officers & Directors E-6 Business Transactions With Related Parties - Part I and 11 E-10 FINANCIAL SECTION Comparative Balance Sheet - Unamortized Debt Discount I Expense / Premium F-13 Assets and Other Debits F-1 Extraordinary Property Losses F-13 Comparative Balance Sheet - Miscellaneous Deferred Debits F-14 Equity Capital and Liabilities F-2 Capital Stock F-15 Comparative Operating Statement F-3 Bonds F-15 Schedule of Year End Rate Base F4 Statement of Retained Earnings F-16 Schedule of Year End Capital Structure F-5 Advances From Associated Companies F-17 Capital Structure Adjustments F-6 Long Term Debt F -17 Utility Plant F-7 Notes Payable F-18 Utility Plant Acquisition Adjustments F-7 Accounts Payable to Associated Companies F-18 Accumulated Depreciation F-8 Accrued Interest and Expense F-19 Accumulated Amortization F-8 Misc. Current and Accrued Liabilities F-20 Regulatory Commission Expense - Advances for Construction F-21 Amortization of Rate Case Expense Other Deferred Credits F-21 Nonutility Property F-9 Contributions In Aid Of Construction F-22 Special Deposits F-9 Accum. Amortization of C.t.A.C. F-23 Investments and Special Funds F-10 Reconciliation of Reported Net Income with Accounts and Notes Receivable - Net F -11 Taxable Income For Federal Income Taxes F-23 Accounts Receivable From Associated Companies F -12 Notes Receivable From Associated Companies F-12 Miscellaneous Current and Accrued Assets F -12 Packet Page -2888- 7/7/2015 17.E. TABLE OF CONTENTS SCHEDULE PAGE SCHEDULE PAGE WATER OPERATION SECTION Listing of Water System Groups W-1 CIAC Additions / Amortization W-8 Schedule of Year End Water Rate Base W-2 Water Operating Revenue W-9 Water Operating Statement W-3 Water Utility Expense Accounts W -10 Water Utility Plant Accounts W-4 Pumping and Purchased Water, Basis for Water Depreciation Charges W-5 Source Supply W -11 Analysis of Entries in Water Depreciation Water Treatment Plant Information W-12 Reserve W-6 Calculation of ERC's W -13 Contributions in Aid of Construction W-7 Other Water System Information I W-14 WASTEWATER OPERATION SECTION Listing of Wastewater System Groups S-1 Contributions in Aid of Construction S-7 Schedule of Year End Wastewater Rate Base S-2 CIAC Additions / Amortization S-8 Wastewater Operating Statement S-3 Wastewater Operating Revenue S-9 Wastewater Utility Plant Accounts S-4 Wastewater Utility Expense Accounts S-10 Analysis of Entries in Wastewater Depreciation Calculation of ERC's 5 -11 Reserve S-5 Wastewater Treatment Plant Information S-12 Basis for Wastewater Depreciation Charges S-6 Other Wastewater System Information S-13 Packet Page -2889- 7/7/2015 W.E. EXECUTIVE qu- I Packet Page -2890- CERTIFICATION OF ANNUAL REPORT UTILITY NAME: Orange Tree Utility Company, Inc. 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 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 j { } 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 :7 r't. (p ature of the chi6f executive officer of the utility) 1. 2. 3. d. (signature of the chief financial officer of the utility) Each of the four items must be certified YES or NO. Each item need not be certified by both officers. The items being certified by the officer should be indicated in the appropriate area to the left of the signature, r 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. =_, Packet Page -2891- ANNUAL REPORT OF Orange Tree Utility Company, Inc. County: (Exact Name of Utility) List below the exact mailing address of the utility for which normal correspondence should be sent: _ Orange Tree Utility Company Inc. 4500 Executive Drive, Unit 110 Naples, FL 34119 Telephone: ( 239 } 596 -4088 e -Mail Address: N/A WEB Site: N/A Sunshine State One -Call of Florida, Inc. Member Number Name and address of person to whom correspondence concerning this report should be addressed: Anthony 0 De Santis CPA 2560 Gulf to Bay Blvd, Suite 200 Clearwater. FL 33765 Telephone ( 727 ) 791 -4020 List below the address of where the utility's books and records are located: Orange Tree Utility Company, Inc. 4500 Executive Drive, Unit 110 Naples. FL 34119 Telephone: ( 239 ) 596 -4088 List below any groups auditing or reviewing the records and operations: CJN &W CPAs Date of original organization of the utility: 1987 Check the appropriate business entity of the utility as filed with the Internal Revenue Service: N/A Individual �Partnership 'Suub � S Corporation 1120 Corporation t E ,Sub I List below every corporation or person owning or holding directly or indirectly 5 percent or more of the voting securities of the utility: 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 Collier Packet Page -2892- Percent Name Ownership 1. Estate of Theodore Bollt 75 % 2. Roberto Bolit 15 % 3. Stephen G. Lowitz 10 % 4. % 5. % 6. % 7, % 9. % 10. % Packet Page -2892- UTILITY NAME: Orange Tree Utility Company, Inc. DIRECTORY OF PERSONNEL WHO CONTACT THE FLORIDA PUBLIC SERVICE COMMISSION 7/7/2015 17.E. YEAR OF REPORT December 31, 20rl"2' NAME OF COMPANY REPRESENTATIVE (1) TITLE OR POSITION (2) ORGANIZATIONAL UNIT TITLE (3) USUAL PURPOSE FOR CONTACT WITH FPSC Roberto Bolit President Orange Tree Utility Utility operation Anthony 0 De Santis, CPA (727) 791-4020 CPA CJNW CPAs Regutatory and accounting matters (1) Also list appropriate legal counsel, accountants and others who may not be on general payroll. (2) Provide individual telephone numbers if the person is not normally reached at the company. (3) Name of company employed by if not on general payroll. E-3 Packet Page -2893- UTILITY NAME: Orange Tree Utility Company, Inc. COMPANY PROFILE Provide a brief narrative company profile which covers the following areas: A. Brief company history. B. Public services rendered. C. Major goals and objectives. D. Major operating divisions and functions. E. Current and projected growth patterns. F. Major transactions having a material effect on operations. 7/7/2015 17.E. YEAR OF REPORT J December 31, 20122 A. The Utility was formed to provide water and wastewater service to subdivisions within its certificated area, which presently include Orange Tree; Citrus Greens; Waterways; Twin Eagles; Elementary School and Middle School, Palmetto Ridge High School, Valencia Lakes, Valencia Golf and Country Club, and Orange Blossom Ranch. B. The Company provides water and wastewater treatment services to primarily residential customers. C. The Company's goal is to provide a fair return on investment to its stockholders while providing quality water and wastewater treatment service to its customers. D. The Utility provides water and wastewater treatment services. E. No growth is expected until the real estate market recovers. F. None. Packet Page -2894- 7/7/2015 17. E. YEAR OF REPORT UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2012 PARENT I AFFILIATE ORGANIZATION CHART Current as of 12131/12 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 Packet Page -2895- UTILITY NAME: Orange Tree Utility Company, Inc. COMPENSATION OF OFFICERS 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 For each officer, list the time spent on respondent as an officer compared to time spent on total business activities and the compensation received as an officer from the respondent. % OF TIME SPENT AS OFFICER OF OFFICERS NAME TITLE UTILITY COMPENSATION (a) (b) (c) (d) Roberto Bollt President 50 % $ Stephen G. Lowitz Vice President 50 % $ None O�O $ CIO S Ol0 �$w $ O�O $ ado $ % $ COMPENSATION OF DIRECTORS For each director, list the number of director meetings attended by each director and the compensation received as an director from the respondent. NUMBER OF DIRECTORS MEETINGS DIRECTORS NAME TITLE ATTENDED COMPENSATION (a) (b) (c) (d) Roberto Bolit President $ None Stephen G. Lowitz Vice President 1 $ None $ S S $ S P_a Packet Page -2896- UTILITY NAME: Orange Tree Utility Company, Inc. BUSINESS CONTRACTS WITH OFFICERS, DIRECTORS AND AFFILIATES 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 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 Maganement 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. F -7 Packet Page -2897- UTILITY NAME: Orange Tree Utility Company, Inc. AFFILIATION OF OFFICERS AND DIRECTORS 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 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 Bollt President Orange Tree Utility 4600 Executive Drive, Unit 110 Naples, FL 34119 Stephen G. Lowitz Vice President Orange Tree Utility 4500 Executive Drive, Unit 110 Naples, FL 34119 9=-Q Packet Page -2898- UTILITY NAME; Orange Tree Utility Company, Inc. 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 BUSINESSES WHICH ARE A BYPRODUCT, CYPRODUCT 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. ta) tb) tc) td) te) (fl t5) None G 6 Packet Page -2899- UTILITY NAME: Orange Tree Utility Company, Inc. BUSINESS TRANSACTIONS WITH RELATED PARTIES 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 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 (P)urchased DESCRIPTION AGREEMENT NAME OF COMPANY SERVICE AND /OR EFFECTIVE or OR RELATED PARTY NAME OF PRODUCT DATES (S)old AMOUNT (a) (b) (c) (d) (e) None $ P -ants► Packet Page -2900- UTILITY NAME: Orange Tree Utility Company, Inc. BUSINESS TRANSACTIONS WITH RELATED PARTIES 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 Part 11. Specific Instructions: Sate, 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. Indi- - purchase, sale or transfer of equipment. cate purchase with "P" and sale with "S ". - 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 P -Inthl Packet Page -2901- 7/7/2015 17.E. Lm 21" Packet Page -2902- YE, 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. I December 31, 2012 COMPARATIVE BALANCE SHEET - ASSETS AND OTHER DEBITS ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 101 -106 UTILITY PLANT Utility Plant F -7 9,839,133 $ 9,544,689 1 08 -11d Less: Accumulated Depreciation and Amortization F -8 (3,120,354) (2,876,430) ) Net Plant 6,718,779 6,668.259 114 -115 Utility Plant Acquisition Adjustments (Net) F -7 116" 10ther Plant Adjustments (specify) Total Net Utility Plant 6,718,779 6,668,259 121 OTHER PROPERTY AND INVESTMENTS 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 131 CURRENT AND ACCRUED ASSETS Cash 119,232 134,908 132 Special Deposits F -9 133 Other Special Deposits F -9 134 Working Funds 135 Temporary Cash Investments 1,601,483 1,739,564 141 -144 Accounts and Notes Receivable, Less Accumulated Provision for Uncollectable Accounts F -11 83,457 118,476 145 Accounts Receivable from Associated Companies F -12 146 Notes Receivable from Associated Companies F -12 151 -153 Materials and Supplies 161 Stores Expense 162 Prepayments 10.633 10.633 171 Accrued Interest and Dividends Receivable 172` Rents Receivable 173` Accrued Utility Revenues 174 JMisc. Current and Accrued Assets F -12 5,510 5,510 Total Current and Accrued Assets 1.820,315 2,009,091 rvat HppIlGaDle Tor Class 6 Utilities Packet Page -2903- UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE BALANCE SHEET - ASSETS AND OTHER DEBITS YE 7/7/2015 17.E. December 31, 20121 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 181 DEFERRED DEBITS Unamortized Debt Discount & Expense F -13 182 Extraordinary Property Losses F -13 183 Preliminary Survey and investigation Charges 184 Clearing Accounts 185" Temporary Facilities 186 Misc. Deferred Debits F -14 187" Research & Development Expenditures 190 Accumulated Deferred Income Taxes Total Deferred Debits TOTAL ASSETS AND OTHER DEBITS $ 8,539,094 $ 8,677,350 Not Applicable for Class B Utilities NOTES TO THE BALANCE SHEET The space below is provided for important notes regarding the balance sheet. r •rL-% Packet Page -2904- UTILITY NAME: Orange Tree Utility Company, Inc. r —YE, 7/7/2015 17.E. I December 31, 2012 ] COMPARATIVE BALANCE SHEET - EQUITY CAPITAL AND LIABILITIES ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 201 EQUITY CAPITAL Common Stock Issued F -15 1$ 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 (1,413,601 ) (1,289,249 216 Reacquired Capital Stock 218 Proprietary Capital (Proprietorship and Partnership Only) Total Equity Capital (Deficit) (797,753) (673,401 221 LONG TERM DEBT Bonds F -15 222* Reacquire Bonds 223 Advances from Associated Companies F-1 224 1Other Long Term Debt F -17 Total Long Term Debt 231 CURRENT AND ACCRUED LIABILITIES Accounts Payable 482,544 437.544 232 Notes Payable F-18 233 Accounts Payable to Associated Co. F -18 350,797 200,797 234 Notes Payable to Associated Co. 235 Customer Deposits 391,634 371,920 236 Accrued Taxes 14,075 14,865 237 Accrued Interest F -19 238 Accrued Dividends 239 Matured Long Term Debt 240 Matured Interest 241 Miscellaneous Current and Accrued Liabilities F-YOT 146 2,007 Total Current and Accrued Liabilities 1,239,196 1,027,133 Not Applicable for Class B Utilities Packet Page -2905- UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE BALANCE SHEET - EQUITY CAPITAL AND LIABILITIES YE 7/7/2015 17.E. December 31, 2012 ACCT. I No (a) ACCOUNT NAME (b) REF. PAGE (c) CURRENT YEAR (d) PREVIOUS YEAR (e) 251 DEFERRED CREDITS Unamortized Premium on Debt F-13 252 Advances for Construction F-20 1,972,714 1.972,714 253 Other Deferred Credits F-21 255 JAccumulated Deferred Investment Tax Credits Total Deferred Credits 1,972,714 1,972.714 261 OPERATING RESERVES Property Insurance Reserve 262 Injuries and Damages Reserve 263 Pensions and Benefits Reserve 265 lMiscellaneous Operating Reserves Total Operating Reserves 271 CONTRIBUTIONS IN AID OF CONSTRUCTION Contributions in Aid of Construction F-22 9,073,334 9,061,709 272 Accumulated Amortization of Contributions in Aid of Construction F-22 (2,948,397) (2,710,805) Total Net C.I.A.C. 6,124,937 6.350,904 281 ACCUMULATED DEFERRED INCOME TAXES Accumulated Deferred Income Taxes - Accelerated Depreciation - 282 Accumulated Deferred Income Taxes - Liberalized Depreciation 283 JAccumulated Deferred Income Taxes - Other Total Accum, Deferred Income Taxes TOTAL EQUITY CAPITAL AND LIABILITIES $ 8,539,094 S 8,677,350 Packet Page -2906- UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE OPERATING STATEMENT F 7/7/2015 17. E. ecember 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (d) PREVIOUS YEAR (a) CURRENT YEAR* (e) 400 UTILITY OPERATING INCOME Operating Revenues F -3(b) $ 1,783,505 1,857,345 469.530 Less: Guaranteed Revenue and AFPI F -3(b) Net Operating Revenues 1,783,505 1.857,345 401 Operating Expenses F -3(b) 1,633,659 1,762,443 403 Depreciation Expense F -3(b) 253,228 253,920 Less: Amortization of CIAC F -22 (236.158) (237,592) Net Depreciation Expense 17,070 16,328 406 Amortization of Utility Plant Acquisition Adjustment F -3(b) 407 Amortization Expense (Other than CIAC) F -3(b) 536 408 Taxes Other Than Income W /S -3 188.554 202,753 409 Current Income Taxes W /S -3 410.10 Deferred Federal Income Taxes W /S -3 410.11 Deferred State Income Taxes 7/S -3 411.10 Provision for Deferred Income Taxes - Credit W /S -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 1.839,819 1,981,524 Net Utility Operating Income (56,314) (124,179) 4691530 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)) (56,314} (124,179) For each account, column e should agree with columns f, g + h on F -3(b) Packet Page -2907- F -3 7/7/2015 17.E. COMPARATIVE OPERATING STATEMENT (Cont'd) WATER SCHEDULE W-3* (f) SEWER SCHEDULE S-3* (g) OTHER THAN REPORTING SYSTEMS (h) 979,317 S 878,028 N/A N/A 979,317 878.028 878,878 883,565 114,788 139,132 (96.578) (141,014} 18.210 (1,882) 102.795 99,958 999,883 981,641 (20,566) (103,613 (20,566) (103,613 N/A * Total of Schedules W-3/S-3 for all rate groups ;(a) Packet Page -2908- UTILITY NAME: Orange Tree Utility Company, Inc. COMPARATIVE OPERATING STATEMENT (Cont'd) R' 7/7/2015 17.E. ecernber 31, 2012 ACCT. NO, (a) ACCOUNT NAME I (b) REF. PAGE (d) PREVIOUS YEAR (c) CURRENT YEAR (e) Total Utility Operating Income [from Page F-3(a)] $ (56,314) $ (124,179) 415 OTHER INCOME AND DEDUCTIONS Revenues From Merchandising, Jobbing and Contract Deductions 17,720 416 Costs and Expenses of Merchandising, Jobbing and Contract Work 419 Interest and Dividend Income 2,158 2,127 421 Miscellaneous Nonutility Revenue IMiscellaneous 766 12,016 426 Nonutility Expenses (19,980) (14,303) Total Other Income and Deductions 664 (160) 408.20 TAXES APPLICABLE TO OTHER INCOME 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 1 Investment Tax Credits - Net 412.30 [investment Tax Credits Restored to Operating Income Total Taxes Applicable to Other Income 427 INTEREST EXPENSE Interest Expense F -19 9 5 428 Amortization of Debt Discount & Expense F-13 429 Amortization of Premium on Debt F-13 Total Interest Expense 9 5 433 EXTRAORDINARY ITEMS Extraordinary Income 434 Extraordinary Deductions 409.30 Income Taxes, Extraordinary Items Total Extraordinary Items NET INCOME (55.659) (124,344) Explain Extraordinary Income: Packet Page -2909- UTILITY NAME: Orange Tree Utility Company, Inc. SCHEDULE OF YEAR END RATE BASE YE 7/7/2015 17.E. December 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) WAT ER UTILITY (d) WASTEWATER UTILITY (e) 101 1 Utility Plant In Service F -7 $ 2,894,925 $ 3,445,118 Less: Nonused and Useful Plant (1) (1,478,865) (1,641,489) 108.1 Accumulated Depreciation F -8 110.1 Accumulated Amortization F -8 271 Contributions in Aid of Construction F -22 (2,868,813) (94,241) (6,204,521) (150,500) 252 Advances for Construction F -20 Subtotal (1,452,753) (4,551,392) 272 Add: Accumulated Amortization of Contributions in Aid of Construction F -22 1,054,583 1,893,814 Subtotal (398,170) (2,657,578) 114 Plus or Minus: Acquisition Adjustments (2) F -7 109,860 110,446 115 Accumulated Amortization of Acquisition Adjustments (2) F -7 Working Capital Allowance (3) Other (Specify): Prepaid CIAC 382,303 2,219,938 RATE BASE $ 93,993 $ (327,194) NET UTILITY OPERATING INCOME $i (20.566) $ (103,613) ACHIEVED RATE OF RETURN (Operating Income t Rate Base) - - % - - % NOTES: (1) Estimated if not known, (2) Include only those Acquisition Adjustments that have been approved by the Commission. (3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One - eighth Operating and Maintenance Method. Packet Page -2910- YEAR O 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2012) SCHEDULE OF CURRENT COST OF CAPITAL CONSISTENT WITH THE METHODOLOGY USED IN THE LAST RATE PROCEEDING (1) CLASS OF CAPITAL (a) DOLLAR AMOUNT (2) (b) PERCENTAGE OF CAPITAL (c) ACTUAL COST RATES (3) (d) WEIGHTED COST [c x d] (e) Common Equity Preferred Stock Long Term Debt Customer Deposits Tax Credits - Zero Cost Tax Credits - Weighted Cost Deferred Income Taxes Other (Explain) S - 100.00 % % % % % % % °f° °fo - - - 6.00 - - - - % % % % % °f° % % °fo 6.0000 6.00 %° % % % % % % °f° °fo % 391,634 Total $ 391.634 100.00 % (1) If the Utility's capital structure is not used, explain which capital structure is used. (2) Should equal amounts on Schedule F -6, Column (g). (3) Mid - point of the last authorized Return On Equity or current leverage formula if none has been established. Must be calculated using the same methodology used in the last rate proceeding using current annual report year end amounts and cost 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. r r Packet Page -2911- � N G. N LU � M LL O d E aID W O to W J 7 D W S U N U Z) N I— W Q Z F- J H M Packet Page -2912- 7/7/2015 17.E. Co Co M Z G ro m tD CO W 0 N C OUh- Q�� H F- LL J Cl) E Co as m U C to Q J D U c_ y Z W � W Ov O a E� a 64 fA r W U_ Lo U a W F- a m m O o w d m a E vi z z N C LLJ m O R > 0 O 7 F- v Z N R G � Z p o a o y e» 07 C as N ~ D N Z C J W H in .m j v W m z D Q) Z Q 69 M l ti Co O) _ W Y U n� M cD WogCL s CO a m J a F- ) O U IL y U N U p r _Ol m F- u ° c0 LL R O .= o 0 8, N N N o ✓ p Cn Cr W O V) d O y U c a _ g U O N E N N N x T a E m o U V O O N N = u Z ? Packet Page -2912- 7/7/2015 17.E. (D LL G ro m N C E m D U c_ E� d m E N C m O R > 0 O R G � o o y 07 C D N C R a in .m W m Q) (D LL UTILITY NAME; Orange Tree Utility Company, Inc. UTILITY PLANT ACCOUNTS 101 •106 YEAR OI 7/7/2015 17.E. December 31, 2012 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. ACCT. NO. (a) DESCRIPTION (b) WATER (c) %C CP THAN OTHER THAN REPORTING SYSTEMS (e) ACCT. 114 Acquisition Adjustment N/A REPORTING $ - NO. DESCRIPTION WATER SEWER SYSTEMS TOTAL (a) (b) (c) (d) (e) (f) Plant Accounts 101 Utility Plant In Service $ 2,894,925 $ 3,445,118 N/A $ 6,340,043 102 Utility Plant Leased to Others 103 Property Held for Future $ - $ - $ _ $ _ 115 Use 104 Utility Plant Purchased or Sold 105 Construction Work in Progress 44,216 3,454,874 3,499,090 106 Completed Construction Not Classified Total Utility Plant $ 2,939,141 $ 6,899,992 N/A $ 9,839,133 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. ACCT. NO. (a) DESCRIPTION (b) WATER (c) SEWER (d) OTHER THAN REPORTING SYSTEMS (e) TOTAL (f) 114 Acquisition Adjustment N/A N/A $ - $ Total Plant Acquisition Adjustment $ - $ - $ _ $ _ 115 Accumulated Amortization Total Accumulated Amortization $ Total Acquisition Adjustments $ r- � Packet Page -2913- 7/7/2015 17.E. UTIUTY NAME: Orange Tree Utility Company, Inc. �..s wrr -itan m Arcn n=D0= ATION rar"_r:T 9nRl AND AMORTIZATION (ACCT. 110. 11V VVRi V.4.i'sF.v aims DESCRIPTION (a) •��v.r...�.. WATER (b) SEWER (c) OTHER THAN REPORTING SYSTEMS (d) 1 4 1 AL (e) ACCUMULATED DEPRECIATION Account 108 NIA N/A NIA N/A Balance first of year Credits during year: Accruals charged: to Account 108.1 (1) i 1.369,075 $ 1.507.355 NIA S 2,876.430 114,788 139132 253.920 to Account 108.2 (2) to Account 108.3 (2) Total credits Other Accounts (Specify) Rounding 2 2 4 Other debits (specify) Salvage Other Credits (specify) : Total debits Balance end of year NIA NIA NIA Total credits 114,790 139,134 253,924 Debits during year: Book cost of plant retired (5.000} (5.000) (10,000) Cost of removal Other debits (specify) Total debits (5,000) (5,000) (10,000) Balance end of year 5 1,478.865 $ 1.641,489 NIA $ 3,120,354 ACCUMULATED AMORTIZATION Account 110 Balance first of year NIA Credits during year: Accruals charged: NIA N/A NIA N/A to Account 110.2 (2) Other Accounts (specify): Total credits Debits during year: Book cost of plant retired Other debits (specify) Total debits Balance end of year NIA NIA NIA NIA (1) Account 108 for Class B utilities. (2) Not applicable for Class B utilities. (3) Account 110 for Class B utilities. Packet Page -2914- UTILITY NAME: Orange Tree Utility Company, Inc. REGULATORY COMMISSION EXPENSE AMORTIZATION OF RATE CASE EXPENSE (ACCTS. 666 AND 7661 y 7/7/2015 17.E. December 31, 2012 DESCRIPTION OF CASE (DOCKET NO.) (a) EXPENSE INCURRED DURING YEAR (b) CHARGED OFF DURING YEAR ACCT. (c) AMOUNT (d) None $ - - $ - $ _ OTHER SPECIAL DEPOSITS (Account 133): None $ _ Total Other Special Deposits $ _ Total Nonutility Property $ - $ _ $ _ Total $ - $ NONUTILITY PROPERTY (ACCOUNT 121) Report separately each item of property with a book cost of $25,000 or more included in Account 121. Other items may be grouped by classes of property. DESCRIPTION (a) BEGINNING YEAR (b) ADDITIONS (c) REDUCTIONS (d) ENDING YEAR BALANCE (e) None $ - $ - $ _ $ _ OTHER SPECIAL DEPOSITS (Account 133): None $ _ Total Other Special Deposits $ _ Total Nonutility Property $ - $ _ $ _ $ _ SPECIAL DEPOSITS (ACCOUNTS 132 AND 133) Report hereunder all special deposits carried in Accounts 132 and 133 DESCRIPTION OF SPECIAL DEPOSITS (a) YEAREND BOOK COST (b) SPECIAL DEPOSITS (Account 132): None $ Total Special Deposits $ OTHER SPECIAL DEPOSITS (Account 133): None $ _ Total Other Special Deposits $ _ Packet Page -2915- UTILITY NAME: Orange Tree Utility Company, Inc. YE 7/7/2015 17.E. December 31, 2012 INVESTMENTS AND SPECIAL FUNDS ACCOUNTS 123 -127 {?nnnrf hcr.:wnrlor ntl invoctmantc anri crnPCial funds carried in Accounts 123 through 127. DESCRIPTION OF SECURITY OR SPECIAL FUND (a) FACE OR PAR VALUE (b) YEAR END BOOK COST (c) INVESTMENT IN ASSOCIATED COMPANIES (Account 123): N/A $ Total Investment In Associated Companies $ UTILITY INVESTMENTS (Account 124): N/A $ " $ - Total Utility Investments $ ' OTHER INVESTMENTS (Account 125): NIA $ - - Total Other Investments $ SPECIAL FUNDS (Class A Utilities: Accounts 126 &. 127; Class B Utilities: Account 127)) N/A - Total Special Funds F -10 Packet Page -2916- UTILITY NAME: Orange Tree Utility Company, Inc. YI 7/7/2015 17.E. December 31, 2012 ACCOUNTS AND NOTES RECEIVABLE - NET ACCOUNTS 141 -144 Report hereunder all accounts and notes receivable included in Accounts 541, 142 and 144. Amounts included in Accounts 142 and 144 should he listed individually. DESCRIPTION (a) TOTAL (b) CUSTOMER ACCOUNTS RECEIVABLE (Account 141): Combined Water & Wastewater $ 53,883 Total Customer Accounts Receivable $ 53,883 OTHER ACCOUNTS RECEIVABLE (Acct. 142): Developer reimbursements receivable $ 29,574 Total Other Accounts Receivable $ 29,574 NOTES RECEIVABLE (Acct. 144): $ Total Notes Receivable Total Accounts and Notes Receivable 83,457 ACCUMULATED PROVISION FOR UNCOLLECTABLE ACCOUNTS (Account 143): Balance First of Year $ _ Add: Provision for uncollectables for current year Collections of accounts previously written off Utility accounts Others Total Additions Deduct accounts written off during year: Utility accounts Others Total accounts written off Balance end of year Total Accounts and Notes Receivable - Net $ 83,457 Packet Page -2917- 11" — YE 7/7/2015 17.E. e UTILITY NAME: Orange Tree Utility Company, Inc. December 31, 2012 ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES ACCOUNT 145 Rmport each nrr-m int rpr-pivAhIa frnm associated companies separately. DESCRIPTION (a) TOTAL (b) None None Total S 5,510 Total NOTES RECEIVABLE FROM ASSOCIATED COMPANIES ACCOUNT 146 Rnnart each note receivable from associated companies separately. DESCRIPTION (a) INTEREST RATE (b) TOTAL (c) None Total S 5,510 Total MISCELLANEOUS CURRENT AND ACCRUED ASSETS ACCOUNT 174 DESCRIPTION • Provide itemized listing (a) TOTAL (c) Security Deposits 5,510 Total S 5,510 Packet Page -2918- UTILITY NAME: Orange Tree Utility Company, Inc. 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 UNAMORTIZED DEBT DISCOUNT AND EXPENSE AND PREMIUM ON DEBT Report the net discount and exoense or oremiurn separately for each securitv issue. DESCRIPTION (a) AMOUNT WRITTEN OFF DURING YEAR (b) YEAR END BALANCE (C) UNAMORTIZED DEBT DISCOUNT AND EXPENSE (Account 181): N/A $ $ Total Extraordinary Property Losses Total Unamortized Debt Discount and Expense UNAMORTIZED PREMIUM ON DEBT (Account 251): N/A $ Total Unamortized Premium on Debt $ EXTRAORDINARY PROPERTY LOSSES ACCOUNT 182 Report P-;arh item -,Pn;;r;;tplv DESCRIPTION (a) TOTAL (b) EXTRAORDINARY PROPERTY LOSSES (Acct. 182): N/A Total Extraordinary Property Losses F-I 11 Packet Page -2919- UTILITY NAME: Orange Tree Utility Company, Inc. MISCELLANEOUS DEFERRED DEBITS Af'e'nI,WT IRA YE 7/7/2015 17.E. December 31, 2012 DESCRIPTION - Provide itemized listing (a) AMOUNT WRITTEN OFF DURING YEAR (b) YEAR END BALANCE (G) DEFERRED RATE CASE EXPENSE (Class A Utilities: Account 186.1): None $ - $ ' Total Deferred Rate Case Expense OTHER DEFERRED DEBITS (Class A Utilities: Account 186.2): None $ - $ - Total Other Deferred Debits NONE NONE REGULATORY ASSETS (Class A Utilities: Account 186.3): None S - $ - Total Regulatory Assets TOTAL MISCELLANEOUS DEFERRED DEBITS NONE NONE Packet Page -2920- UTILITY NAME: Orange Tree Utility Company, Inc. CAPITAL STOCK ACCOUNTS 201 AND 204- F—yEj 7/7/2015 17.E. I December 31, 2012 1 DESCRIPTION INTEREST RATE (b) PRINCIPAL AMOUNT PER BALANCE SHEET (d) TOTAL (d) FIXED OR VARIABLE* COMMON STOCK Par or stated value per share % oho o f0 ofQ 0.50 $ 0.50 Shares authorized 10.000 Shares issued and outstanding 2.000 Total par value of stock issued 1,000 Dividends declared per share for year None None PREFERRED STOCK Par or stated value per share $ Shares authorized S Total Shares issued and outstanding Total par value of stock issued Dividends declared per share for year None None * Account 204 not applicable for Class B utilities BONDS ACCOUNT 221 DESCRIPTION OF OBLIGATION (INCLUDING DATE OF ISSUE AND DATE OF MATURITY) (a) INTEREST PRINCIPAL AMOUNT PER BALANCE SHEET (d) ANNUAL RATE (b) FIXED OR VARIABLE* N/A % oho o f0 ofQ $ Total . For variable rate obligations, provide the basis for the rate. (i.e.. Prime + 2%, etc) Packet Page -2921- UTILITY NAME: Orange Tree Utility Company, Inc. YE 7/7/2015 17.E. December 31, 2012 STATEMENT OF RETAINED EARNINGS 1. Dividends should be shown for each class and series of capital stock. Show amounts as dividends per share. ,' q, ., ..... .- fc.i.. inn cioin —A fariarai inr rirnp inn PfTPr`T rif itpr<nS shown i� Account No. 43.7. L. JIIVYY ACCT. NO (a) J4}/Ul UtVj •..� +tv.v v.� •v..+.•�. ...��...� - --. -_.___ _- _.. DESCRIPTION (b) AMOUNTS (c) 215 Unappropriated Retained Earnings: Balance beginning of year (Deficit) (1.289,249) 439 Changes to account: Adjustments to Retained Earnings Credits: Total Credits Debits: Rounding 8 Total Debits 8 435 Balance transferred from Income (124!344) 436 Appropriations of Retained Earnings: Total appropriations of Retained Earnings 437 438 Dividends declared: Preferred stock dividends declared Common stock dividends declared Total Dividends Declared Year end Balance f 1.413,601) 214 Appropriated Retained Earnings (state balance and purpose of each appropriated amount at year end): 2.14 Total Appropriated Retained Earnings Total Retained Earnings (Deficit) $ (1.413.601) Notes to Statement of Retained Earnings: Packet Page -2922- UTILITY NAME: Orange Tree Utility Company, Inc. ADVANCES FROM ASSOCIATED COMPANIES ACCOUNT 223 Report each advance separately. 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 DESCRIPTION (a) TOTAL (b) N/A ANNUAL RATE (b) FIXED OR VARIABLE* (c) %I Total OTHER LONG TERM DEBT ACCOUNT 224 DESCRIPTION OF OBLIGATION (INCLUDING DATE OF ISSUE AND DATE OF MATURITY) (a) INTEREST PRINCIPAL AMOUNT PER BALANCE SHEET (d) ANNUAL RATE (b) FIXED OR VARIABLE* (c) %I Total NONE . For variable rate obligations, provide the basis for the rate. (l.e- Prime + 2%, etc) Packet Page -2923- UTILITY NAME: Orange Tree Utility Company, Inc. NOTES PAYABLE (ACCTS. 232 AND 234) r -YE 7/7/2015 17.E. I December 31, 2012 DESCRIPTION OF OBLIGATION (INCLUDING DATE OF ISSUE AND DATE OF MATURITY) (a) INTEREST PRINCIPAL AMOUNT PER BALANCE SHEET (d) ANNUAL RATE (b) FIXED OR VARIABLE* (c) NOTES PAYABLE (Account 232): N/A O/C $ of 0% OX Total of of Total Account 232 $ NOTES PAYABLE TO ASSOC. COMPANIES (Account 234): O/C S N/A O/C of O/C of IX 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 Rpnort each account oavable separately. DESCRIPTION TOTAL (b) Due to Cypress Commercial Development S 59,679 Due to Orangetree Associates 291,118 Total S 350,797 Packet Page -2924- UTILITY NAME: Orange Tree Utility Company, Inc, ACCRUED INTEREST AND EXPENSE ACCOUNTS 237 AND 427 7 7/7/2015 17.E. December 31, 2012 DESCRIPTION OF DEBT (a) BALANCE BEGINNING OF YEAR (b) INTEREST ACCRUED DURING YEAR INTEREST PAID DURING YEAR (e) BALANCE END OF YEAR ACCT. DEBIT (c) AMOUNT (d) ACCOUNT NO. 237.1 - Accrued Interest on Long Term Debt None $ 427.1 $ $ Total Account No. 237.1 ACCOUNT NO. 237.2 - Accrued Interest in Other Customer Deposits Liabilities 427.4 Total Account 237.2 Total Account 237 (1) INTEREST EXPENSED: Total accrual Account 237 237 Less Capitalized Interest Portion of AFUDC: None Net Interest Expensed to Account No, 427 (2) (1) Must Agree to F-2(a). Beginning and Ending Balance of Accrued Interest (2) Must agree to F-3(c), Current Year Interest Expense C110 Packet Page -2925- UTILITY NAME: Orange Tree Utility Company, Inc. MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES ACCOUNT 241 Fy e 7/7/2015 17.E. December 31, 20121 DESCRIPTION (a) BALANCE END OF YEAR (b) Accrued Benefits $ 146 BALANCE END OF YEAR DEBIT (c) AMOUNT (d) Twin Eagles 150,500 S 150.500 Orangetree Associates - - Waterways 75,000 75.000 Bonita Bay Group 1,727.973 1.727.973 Developer Agreements 19,241 Total Miscellaneous Current and Accrued Liabilities 146 19,241 ADVANCES FOR CONSTRUCTION ACCOUNT 252 NAME OF PAYOR (a) BALANCE BEGINNING OF YEAR (b) ACCT. CREDITS (e) BALANCE END OF YEAR DEBIT (c) AMOUNT (d) Twin Eagles 150,500 S 150.500 Orangetree Associates - - Waterways 75,000 75.000 Bonita Bay Group 1,727.973 1.727.973 Developer Agreements 19,241 19,241 Total 1,972,714 1,972,714 Report advances separately by reporting group, designating water or wastewater in column (a) Packet Page -2926- UTILITY NAME: Orange Tree Utility Company, Inc. OTHER DEFERRED CREDITS ACCOUNT 253 YE 7/7/2015 17.E. December 31, 2012 DESCRIPTION - Provide itemized listing (a) AMOUNT WRITTEN OFF DURING YEAR (b) YEAR END BALANCE (C) REGULATORY LIABILITIES (Class A Utilities: Account 253.1) NIA $ - $ Total Regulatory Liabilities OTHER DEFERRED LIABILITIES (Class A Utilities: Account 253.2) NIA - Total Deferred Liabilities $ - TOTAL OTHER DEFERRED CREDITS $ - $ Packet Page -2927- UTILITY NAME: Orange Tree Utility Company, Inc. CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 F—YE 7/7/2015 17.E. I December 31, 2012 1 DESCRIPTION (a) WATER (b) SEWER (c) W & WW OTHER THAN SYSTEM REPORTING (d) TOTAL (e) Balance first of year 2,859,444 $ 6,202,265 NIA 9,061,709 Add credits during year: 9,369 2,256 11,625 Less debits charged during - Total Contributions In Aid of Construction $ 2,868,813 $ 6.204,521 $ $ 9,073,334 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION (a) WATER (b) SEWER (c) W & WW OTHER THAN SYSTEM REPORTING (d) TOTAL (e) Balance First of year ..... 958,005 $ 1,752,800 NIA $ 2,710.805 Debits during year: 96.578 141,014 237,592 Credits during year (specify): Rounding Total Accumulated Amortization of Contributions In Aid of Construction $ 1,054,583 $ 1,893,814 $ 2,948.397 F-22 Packet Page -2928- YE, 7/7/2015 17.E. UTILITY NAME: grange Tree Utility Company, Inc. December 31, 2012 RECONCILIATION OF REPORTED NET INCOME WITH TAXABLE INCOME FOR FEDERAL INCOME TAXES (UTILITY OPERATIONS) 1. The reconciliation should include the same detail as furnished on schedule M -1 of the federal income tax return for the year. The reconciliation shall be submitted even though there is no taxable income for the year. Descriptions should clearly indicate the nature of each reconciling amount and show the computation of all tax accruals. 2. If the utility is a member of a group which files a consolidated federal tax return, reconcile reported net income with taxable net income as if a separate return were to be filed, indicating intercompany amounts to be eliminated in such consolidated return. State names of group members, tax assigned to each group member, and basis of allocation, assignment, or sharing of the consolidated tax among group members. DESCRIPTION (a) REFERENCE {b} AMOUNT {c} Net income for the year (loss) F-3 (c) S (124,344) Reconciling items for the year: Taxable income not reported on the books: Deductions recorded on books not deducted for return: Income recorded on books not included in return: Deduction on return not charged against book income: Federal tax net income (loss) S (124,344) Computation of tax: The Company is taxed as a Subchapter - S Corp.; therefore, this Schedule is not applicable. Packet Page -2929- 7/7/2015 17.E. Lyutqi Lie] a M ---- i I ley IMIORIOI]z Packet Page -2930- 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. WATER LISTING OF SYSTEM GROUPS List below the name of each reporting system and its certificate number. Those systems which have been consolidated under the same tariff should be assigned the a group number. Each individual system which as not been consolidated should be assigned its own group number. The water financial schedules (W -1 through W -10) should be filed for the group in total. The water engineering schedules (W -11 through W -14) must be filed for each system in the group. All of the following water pages (W -2 through W -14) should be completed for each group and arranged by group number. CERTIFICATE GROUP SYSTEM NAME / COUNTY NUMBER NUMBER Tree Utility / Collier 418W Packet Page -2931- 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME / COUNTY: Orange Tree Utility / Collier December 31, 2012 SCHEDULE OF YEAR END WATER RATE BASF ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) WATER UTILITY (d) 101 Utility Plant In Service W-4(b) $ 2,894,925 Less: Nonused and Useful Plant (1) 1,478,865 2,868,813 94,241 108.1 Accumulated Depreciation W-6(b) 110.1 Accumulated Amortization W -7 271 Contributions in Aid of Construction 252 Advances for Construction F -20 Subtotal (1,546,994) 272 Add: Accumulated Amortization of Contributions in Aid of Construction W -8(8) 1.054,583 Subtotal (492,411) 114 Plus or Minus: Acquisition Adjustments (2) F -7 109,860 382,303 115 Accumulated Amortization of Acquisition Adjustments (2) F -7 Working Capital Allowance (3) Other (Specify): Prepaid CIAC WATER RATE BASE S (248j UTILITY OPERATING INCOME W -3 S (20,566} HIEVED RATE OF RETURN (Water Operating IncomelWater Rate Base - - % NOTES: (1) Class A calculate consistent with last rate proceeding. Class B estimated if not known. (2) Include only those Acquisition Adjustments that have been approved by the Commission. (3) Calculation consistent with last rate proceeding. In absence of a rate proceeding, Class A utilities will use the Balance Sheet Method and Class B Utilities will use the One- eighth Operating and Maintenance Expense Method. W -2 f"%M^1 In A Packet Page -2932- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier WATER OPERATING STATEMENT — E Y 7/7/2015 17.E. Y December 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) WATER UTILITY (d) 400 UTILITY OPERATING INCOME Operating Revenues W-9 979.317 469 1Less: Guaranteed Revenue and AFPI W-9 Net Operating Revenues 979,317 401 Operating Expenses W-10(a) 878,878 403 Depreciation Expense W-6(a) 114,788 Less: Amortization of CIAC W-8(a) (96,578) Net Depreciation Expense 18,210 406 Amortization of Utility Plant Acquisition Adjustment F-7 407 Amortization Expense (Other than CIAC) F -14 408.10 Taxes Other Than Income Utility Regulatory Assessment Fee 30.450 408.11 Property Taxes 35,334 408.12 Payroll Taxes 36,089 408.13 Other Taxes & Licenses 922 408 Total Taxes Other Than Income 102,795 409.1 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 lInvestment Tax Credits Restored to Operating Income Utility Operating Expenses 999,883 Utility Operating income (Loss) (20,566 469 Add Back: Guaranteed Revenue (and AFPI) W-9 - 413 Income From Utility Plant Leased to Others 414 Gains (Losses) From Disposition of Utility Property 420 jAllowance for Funds Used During Construction ITotal Utility Operating Income (Loss) (20,566 W-3 GROUP I Packet Page -2933- .10,% N d' O 6 N W � LL � O a oc E W � 0 Ln r z Q u U a r z ya W W Z z �UJ W !� } 7/7/2015 17.E. raL.r,cL rags -c »•+- 9 41 O G _O Q1 v L O c 0 C 7 O v U ro a) C O E 0 O n V v 0 a E u E 7 u � O roz C Q ma i 3� m O 01 M to M1 v in M 00 01 M1 M001D00 In 1D 1D-�O 1D M1MO V•M O V7 O'M1 M1.-1M V' V'1D 171 N !T M O W N 1n M1 Q• M 01 M1 •-1 V' 01 m .� In l0 M 01 01 CO 01 m 01 m M1 � O In I� 10 1D t71 .-I Ln CD CO n V' r 'M1 N M1 ti ..111 -1 LD .lfl -I tD I\ 'c}' 1� V- ti ti C) WN W U F O O Z Lr) n W W� z 1D O M O O M M M1 'O 0 0 Q m O 01 M V1 M1 V' — Mm m N.-a 1A O 1D OkD 1D ONO ID 1D M1 V-M O Ou1M1 Of, v V'1D M M N 01 M O m NL71 ti 01M 01M1n .-1 V'01 CR In 1pM 01 H Q1 m O a0 m m V'10 ON 10 1D 10 1n 1D V1N C) 00 N M1 N N ti m 10 • N V' M1 ~ m iWU N �r a W Q 12 N z p a.M v F _ c E O O C v 1 tY Y v 7 a C N p p 61 v> E Q Ea c E c�a _ -° > O Cl IV v E aic > >v C m �� S. v 1'n ovc AWE rod. =s EE F LDO_ ` pnv w CacWZ s o 0EWW'Ero 5 g C E N N v c 7 v- fo ro ro > C N O C+ O ro C J r0 ro i� .G F. a1 C W v 0 �_ _ d C E ro _ O ro V N r Q N N'0 v N C C C C b1 1/1 ro .�+ C O 0 O W V O O G C C ro 2� �— m� a,ca�OVEvv ro` O a1 +�_ 0 io in ` d v N L `E O p O a L O O_J v1uJ�a 70 1n a c�01- 1nE =mOOf- 1nrJn.u2:O ro O �-- O O M t(IrIlLfIlr� O _ m M M M M m M M M M M M M M M M M M M M M M raL.r,cL rags -c »•+- 9 41 O G _O Q1 v L O c 0 C 7 O v U ro a) C O E 0 O n V v 0 a E u E 7 u � O roz C Q ma i 3� N 0 O CL N W LL i O a Qa ai W d x f r Z g LUa H r LU a 3 a� N ¢Q yZ Z W Ln 7/7/2015 17.E. 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"O N pEcvc a1 N to vc` 41 -^`0wc N i v .� v= W w a U c -O � c ` ' io .� F > G o E ro w o v, al C Q O N J T N Ln C ° C W 10 C `7 O O n L V C d C C ID owvLi$O'c O O N U c qW C L v 7 �.? a M- o M- m L 3 cLL o > aY n 3 E mr C) t- C �� Ow- E j u-j ww : ELr)a.6..��F- cn�2m00 - 0 n o-- OaoU�rU �ON M of �tDhm O.- �00-+M C I�1 lO m0.� -INM� V1 tDh W a1 QZ 00000000 m M M M m M O .- �--INM MMM MmM M M M M M m M M M M m M M M m �' M Q' V' Cv M M M C'Q m m M Packet rage -2935- as � O 0 UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier BASIS FOR WATER DEPRECIATION CHARGES 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) AVERAGE SERVICE LIFE IN YEARS (c) AVERAGE NET SALVAGE IN PERCENT (d) DEPRECIATION RATE APPLIED IN PERCENT (100% • d) / c (e) 301 Organization 40 % % % % % % % % % % % % % % % % °:o % % % % % % % tia % % 2.50 302 Franchises 3.13 % % % 304 Structure and Improvements 32 305 Collecting and Impounding Reservoirs 306 Lake, River and Other Intakes 3.33 2.86 5.00 5.00 4.55 2.70 2.33 2.50 5.00 2.22 5.56 6.67 16.67 %p % % % % % % % % % % % % % % % 307 Wells and Springs 30 308 Infiltration Galleries and Tunnels 309 Supply Mains 35 310 Power Generation Equipment 20 311 Pumping Equipment 20 320 Water Treatment Equipment 22 330 Distribution Reservoirs and Standpipes 37 331 Transmission and Distribution Mains 43 333 Services 40 334 Meters and Meter Installations 20 335 Hydrants 45 336 Backflow Prevention Devices 339 Other Plant / Miscellaneous Equipment 18 340 Office Furniture and Equipment 15 341 Transportation Equipment 6 342 Stores Equipment 6.67 8.33 % % % % 343 Tools, Shop and Garage Equipment 344 Laboratory Equipment 15 345 Power Operated Equipment 12 346 Communication Equipment 10 10.00 6.67 10.00 % % % 347 Miscellaneous Equipment 15 348 10ther Tangible Plant 10 Water Plant Composite Depreciation Rate ' % % If depreciation rates prescribed by this Commission are on a total composite basis, entries should be made on this line only. W -5 Packet Page -2936- N 0 O N a. W � M LL � O a 0: E W V � N 0 m O� O U F W J V) 7/7/2015 17.E. rdLKeL rare -zvDI - c c 0 vt v `v 0 a � o m > v - V 0 o v 0) QO � 0 � o C n 0O Z v � Ln O m a L° O W V' N Ln CT N L11 ,tD Ln 01 NOM O N L77 O Ll 'S O M LT .-1 00 N co co u1 l0 l7YN O N V• lD 14 01 01 V• N V' W M N N V' M +ti O Ln N N N N 01 V- ?- - — Ln N V' d F } w W M cc W N W f � 0 d Ouj U W Q N LA W N 111 ul rn 1D N O O M 0 Ln 0 co M V' O O0, •-• 0 0 fl, .r co to iDO W tl'1 N CO co N [h 1D 'N 01 01 V' N t W M N N V• M O u'7 N J N N N N m V• In C .-L N — Ln N Q U U a co M N W co O V•m N 10 N .-L W 01 01 01M 0 W V'O M 10 N NID N LP N 1D W MNM N N Ln lA 10 N Ur N O N N N 0 0 0 0 W i V' N O•-� . 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Packet Page -2938- rl a O 10 W CT Q' M C N m N m NmCD V" O O N N .-i In T mID V 'M Cr m Vr [t• O+ N .Mi m N ID ti .-� N W ltl ti O+ CT V In V' M CO Co ti NID CD M In 0 M CD LU to 10 Ln 10 O MN M V Ill MWNMom NmN MCON lD V'OD M N.+V NIn Co Z Z Q Y Q W y + Y U. Co 0 C. 0 a 0 0 C F + U � LL Q W W %ifOO�_' vUJ°QZ� uj W U O Z J Q � z N O O O O O O F. W lIl Ilt Z d" g� a Wa, ri W a - a E z o E Q z�� vv c c c L°- �� oo Cy wv v E v F j c Ea� o a w E v E �� o v a°i _E o v 0 E v w a O a c >> v c m E 5. n 5 p c o w E o c E a E Lou U U o 0� pv1Q) 0 w cw ca �0 �� '� d� "- ' io QEwC5 v o'E c Q a to v acfEc°c'�'Ea�LU Lu c c m N❑ n c 0'S EcG C E •O o m? f mw m. In R u0i fO O C> N C 'Ip O 2 C w w y p i� !^ tG0 '^ a a 3 N. E O W L a, O O N c C c Cn t0 N= E a� V I^ c o °- LL O N N 'u '° E H U n3 C. m j v O1 N Ya a� w O1 3EiD�'iil��yOVS`moo.o3E8 N C O1 Y N V N N O) V E• = OiinU 0 0 j 0 maaf3r 0 o a 4nf =m001`- m+ o cn -JaU m o � w )`' M 'd' to M V' 111 t0 N OD J ` Z Ip UQ Z 00000000 M M M M m M M M ti.- +NMMMMMM M M M M M m M M mM M M M M mmm M M M � 0 Packet Page -2938- rl a O UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 DESCRIPTION (a) REFERENCE (b) WATER (c) Balance First of Year S 2,859,444 Add credits during year: Contributions Received From Capacity, Capacity, Main Extension and Customer Connection Charges W-8(a) 2,561 Contributions received from Developer or Contractor Agreements in cash or property W-8(b) 6.808 Total Credits 9,369 Less debits charged during the year (All debits charged during the year must be explained below) Total Contributions In Aid of Construction S 2.868,813 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: W-7 f1r2^1 In 4 Packet Page -2939- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME f COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 WATER CIAC SCHEDULE "A" ADDITIONS TO CONTRIBUTIONS IN AID OF CONSTRUCTION RECEIVED FROM CAPACITY, MAIN EXTENSION AND CUSTOMER CONNECTION CHARGES RECEIVED DURING THE YEAR DESCRIPTION OF CHARGE (a) NUMBER OF CONNECTIONS (b) CHARGE PER CONNECTION (c) AMOUNT (d) Meter Fees 16 121.53 1,944 Meter Fees 2 308.49 617 Total debits 96,578 Credits during year (specify): Total credits Balance end of year 1,054.583 Total Credits 2,561 ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION (a) WATER (b) Balance first of year $ 958,005 Debits during year: Accruals charged to Account 96,578 Other Debits (specify): Rounding Total debits 96,578 Credits during year (specify): Total credits Balance end of year 1,054.583 W-8(a) Packet Page -2940- UTILITY NAME: Orange Tree Utility Company, inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 WATER CIAC SCHEDULE "B" ADDITIONS TO CONTRIBUTION IN AID OF CONSTRUCTION RECEIVED FROM ALL DEVELOPERS OR C C)NTRACTORS AGREEMENTS FROM WHICH CASH OR PROPERTY WAS RECEIVED DURING THE YEAR DESCRIPTION (a) INDICATE "CASH" OR "PROPERTY" (b) WATER (c) D.R. Horton Cash 2,828 Williams Cash 780 ARBC Cash 1.280 Harbourside Cash 640 Minto Cash 1.280 Total Credits 6,808 W -8(b) rllor%] 10 11 Packet Page -2941- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility I Collier WATER OPERATING REVENUE 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 ACCT. NO. (a) DESCRIPTION (b) BEGINNING YEAR NO. CUSTOMERS* (c) YEAR END NUMBER CUSTOMERS (d) AMOUNTS (e) 460 Water Sales: Unmetered Water Revenue Metered Water Revenue: 1,897 1,957 $ 792,781 461.1 Metered Sales to Residential Customers 461.2 Metered Sales to Commercial Customers 37 35 183,316 461.3 Metered Sales to Industrial Customers 461.4 Metered Sales to Public Authorities 461.5 Metered Sales to Multiple Family Dwellings Total Metered Sales 1,934 1,992 976,097 462.1 Fire Protection Revenue: Public Fire Protection 462.2 Private Fire Protection Total Fire Protection Revenue 464 Other Sales to Public Authorities 465 Sales to Irrigation Customers 466 Sales for Resale 467 Interdepartmental Sales Total Water Sales 1,934 1,992 976,097 469 Other Water Revenues: Guaranteed Revenues 470 Forfeited Discounts 471 Miscellaneous Service Revenues 472 Rents From Water Property 473 Interdepartmental Rents 474 Other Water Revenues 3,220 Total Other Water Revenues $ 3.220 Total Water Operating Revenues $ 979,317 * Customer is defined by Rule 25- 30.210(1), Florida Administrative Code W -9 Packet Page -2942- 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. YEAR OF REPORT SYSTEM NAME / COUNTY: Orange Tree Utility / Collier December 31, 2012 WATER UTILITY EXPENSE ACCOUNTS ACCT. NO. (a) ACCOUNT NAME (b) CURRENT YEAR (c) .1 SOURCE OF SUPPLY AND EXPENSES - OPERATIONS (d) .2 SOURCE OF SUPPLY AND EXPENSES - MAINTENANCE (e) 601 603 604 610 615 616 618 620 631 632 633 634 635 636 641 642 650 656 657 658 659 660 666 667 670 675 Salaries and Wages - Employees Salaries and Wages - Officers, Directors and Majority Stockholders Employee Pensions and Benefits Purchased Water Purchased Power Fuel for Power Production Chemicals Materials and Supplies Contractual Services - Engineering Contractual Services - Accounting Contractual Services - Legal Contractual Services - Mgt. Fees Contractual Services - Testing Contractual Services - Other Rental of Building!Real Property Rental of Equipment Transportation Expense Insurance - Vehicle Insurance - General Liability Insurance - Workmens Comp. Insurance - Other Advertising Expense Regulatory Commission Expenses - Amortization of Rate Case Expense Regulatory Commission Exp. -Other Bad Debt Expense Miscellaneous Expenses $ 284.977 $ - $ - 51,742 11,006 9,099 54,430 20,875 9,679 3,687 26,261 110,000 8,526 90,577 751 87,519 118 1.776 75,179 2,185 1.605 40,543 Total Water Utility Expenses $ 878,878 $ 11,006 $ 751 W -10(a) GROUP Packet Page -2943- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 :'WATER EXPENSE ACCOUNT MATRIX .3 WATER TREATMENT EXPENSES- OPERATIONS (fl .4 WATER TREATMENT EXPENSES- MAINTENANCE (5) .5 TRANSMISSION & DISTRIBUTION EXPENSES- OPERATIONS (h) .6 TRANSMISSION & DISTRIBUTION EXPENSES- MAINTENANCE (1) .7 CUSTOMER ACCOUNTS EXPENSE (J) .8 ADMIN. & GENERAL EXPENSES (k) $ - $ - $ - $ - $ - $ 284,977 39,063 1,673 9,099 54,430 19,216 1,659 9,679 3,687 26,261 110,000 1,456 7,070 60,156 1,333 9,970 18,367 87,519 118 1,776 75,179 2,185 1,605 31,198 9,445 $ 94,949 $ 61.815 $ 8,403 $ 9,970 $ 9,445 $ 682,539 W -10(b) f:Rrll IP 1 Packet Page -2944- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME 1 COUNTY: Orange Tree Utility I Collier PUMPING AND PURCHASED WATER STATISTICS YE 7/7/2015 17.E. December 31, 20121 MONTH (a) WATER PURCHASED FOR RESALE (Omit 000'x) (b) FINISHED WATER PUMPED FROM WELLS (Omit 000's) (c) WATER USED FOR LINE FLUSHING, FIGHTING FIRES, ETC. (d) TOTAL WATER PUMPED AND PURCHASED (Omit 000's) [(b) +(c) -(d)j (e) WATER SOLD TO CUSTOMERS (Omit 000's) M January February March April May June July August September October November December Well # 2 10,183 151,063 10,183 11,015 9,772 9,772 10,573 10,831 10,831 9,986 10,990 10,990 12,283 10,480 10,480 11,299 10,024 10,024 11,199 10,113 10,113 10,700 10,383 10,383 10,486 9,634 9,634 10,859 10,780 1 0,780 10,188 11,375 11,375 11,187 11,310 11,310 11,910 Total for year NIA 125,875 NIA 125,875 131,685 If water is purchased for resale, indicate the following: Vendor NIA Point of deliver NIA If Water is sold to other water utilities for redistribution, list names of such utilities below: NIA List for each source of supply: Well # 1 CAPACITY OF WELL GALLONS PER DAY FROM SOURCE TYPE OF SOURCE 840,000 151.063 Floridan Aquifer Well # 2 840.000 151,063 Floridan Aquifer W -11 GROUP 1 - Utility Packet Page -2945- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME 1 COUNTY: Orange Tree Utility / Collier WATER TREATMENT PLANT INFORMATION Provide a separate sheet for each water treatment facility Permitted Capacity of Plant (GPD): Location of measurement of capacity (i.e. Wellhead, Storage Tank): Type of treatment (reverse osmosis, sedimentation, chemical, aerated, etc): Unit rating (i.e., GPM, pounds per gallon): 750,000 Wellhead 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 Nano Filtration Membrane Lime Treatment 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 SY5 TC=RA r1......... r--- IJtility Packet Page -2946- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME I COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 CALCULATION OF THE WATER SYSTEMS EQUIVALENT RESIDENTIAL UNITS METER SIZE (a) TYPE OF METER (b) EQUIVALENT FACTOR (C) NUMBER OF METERS (d) TOTAL NUMBER OF METER EQUIVALENTS (c x d) (e) All Residential 1.0 1,957 1,957 5/8" Displacement 1.0 3/4-1 Displacement 1.5 18 27 ill Displacement 2.5 6 15 1 1/2'* Displacement or Turbine 5.0 3 15 2- Displacement, Compound or Turbine 8.0 3 24 3" Displacement 15.0 1 15 3' Compound 16.0 3- Turbine 17.5 4- Displacement or Compound 25,0 2 50 4" Turbine 30.0 6- Displacement or Compound 50.0 6" Turbine 62.5 - 81. Compound 80.0 2 160 8. Turbine 90.0 10.. Compound 115.0 101. Turbine 145.0 12" Turbine 1 215.01 1 Total Water System Meter Equivalents 1 2,263 CALCULATION OF THE WATER SYSTEM EQUIVALENT RESIDENTIAL CONNECTIONS Provide a calculation used to determine the value of one water equivalent residential connection (ERC). Use one of the following methods. (a) If actual flow data are available from the preceding 12 months, divide the total annual single family residence (SFR) gallons sold by the average number of single family residence customers for the same period and divide the result by 365 days. (b) If no historical flow data are available, use: ERC = ( Total SFR gallons sold (Omit 000) / 365 days / 350 gallons per day ERC Calculation: ERC = 131,685 Total gallons, divided by 1,936 Avg Customers, divided by 365 days 186.4 gpd/ERC W -13 GROUP 1 SY — Packet Page -2947- utility UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier OTHER WATER SYSTEM INFORMATION 7/7/2015 17.E. YEAR OF REPORTI December 31, 20121 Furnish information below for each system, A separate page should be supplied where necessary. 1, Present ERC's * that system can efficiently serve. 2.263 2. Maximum number of ERC's * which can be served, 2,760 3. Present system connection capacity (in ERC's *) using existing lines. 2,263 4. Future system connection capacity (in ERC's *) upon service area buildout. 3,181 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 8-84117B Centifugal pump B. Describe any plans and estimated completion dates for any enlargements or improvements of this system. New potable water well field, no estimated completion date 9. When did the company last file a capacity analysis report with the DEP? 10, If the present system does not meet the requirements of DEP rules: a. Attach a description of the plant upgrade necessary to meet the DEP rules. NIA b. Have these plans been approved by DEP? NIA c. When will construction be NIA d, Attach plans for funding the required upgrading. e. Is this system under any Consent Order of the DEP? No 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 1 SYSTEM Orange Tree Utility Packet Page -2948- 7/7/2015 17.E. T M4 A-- I-a4l A Zia 1 0 mz"i Packet Page -2949- 7/7/2015 17.E. UTILITY NAME: Orange Tree Utility Company, Inc. WASTEWATER LISTING OF SYSTEM GROUPS List below the name of each reporting system and its certificate number. Those systems which have been consolidated under the same tariff should be assigned the a group number. Each individual system which as not been consolidated should be assigned its own group number. The wastewater financial schedules (S -1 through S -10) should be filed for the group in total. The wastewater engineering schedules (S -11 through S -14) must be filed for each system in the group. All of the following wastewater pages (S -2 through S -12) should be completed for each group and arranged by group number. SYSTEM NAME / COUNTY CERTIFICATE NUMBER Tree Utility / Collier 4195 Packet Page -2950- GROUP NUMBER UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier SCHEDULE OF YEAR END WASTEWATER RATE BASE YEA 7/7/2015 17.E. December 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) WASTEWATER UTILITY (d) 101 Utility Plant In Service S-4(a) i 3,445,118 Less: Nonused and Useful Plant (1) (1,641,489) (6.204,521) (150,500) 108.1 Accumulated Depreciation S-6(b) 110.1 Accumulated Amortization 271 Contributions in Aid of Construction S -7 252 Advances for Construction F -20 Subtotal (4,551,392) 272 Add: Accumulated Amortization of Contributions in Aid of Construction S -8(a) 1,893,814 Subtotal (2,657,578) 114 Plus or Minus: Acquisition Adjustments (2) F -7 110,446 - 2,219,938 115 Accumulated Amortization of Acquisition Adjustments (2) F -7 Working Capital Allowance (3) Other (Specify): Prepaid CIAC WASTEWATER RATE BASE S (327,194) UTILITY OPERATING INCOME S -3 S (103,613) ACHIEVED RATE OF RETURN (Wastewater Operating Income/Wastewater Rate Base) - - % MOTES: (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 Packet Page -2951- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier WASTEWATER OPERATING STATEMENT YE, 7/7/2015 17.E. December 31, 2012 ACCT. NO. (a) ACCOUNT NAME (b) REF. PAGE (c) WASTEWATER UTILITY (d) 400 UTILITY OPERATING INCOME Operating Revenues S -9 $ 878.028 530 Less: Guaranteed Revenue and AFPI S -9 Net Operating Revenues 878.028 401 Operating Expenses S -10(a) 883,565 403 Depreciation Expense S-6(a) 139,132 Less: Amortization of CIAC S -8(a) (141,014) Net Depreciation Expense (1,882) 406 Amortization of Utility Plant Acquisition Adjustment F -7 407 Amortization Expense (Other than CIAC) F -14 408.10 Taxes Other Than Income Utility Regulatory Assessment Fee 26,401 408.11 Property Taxes 35,334 408.12 Payroll Taxes 37.301 408.13 Other Taxes & Licenses 922 408 Total Taxes Other Than Income 99.958 409.1 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 981.641 Utility Operating Income (Loss) (103,613} 530 Add Back: Guaranteed Revenue (and AFPI) 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) $ (103.613) S -3 GROUP 1 Packet Page -2952- N � O ON a . 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W'S o w a 3 v QO J m C U1 a3vV' N p vOi v�vooN t7nL' N 2s N 3 �pEmW 0 O :0 U d CM N a y N C C g m m v to N C C O N C 3� 10 d ] '�'' LL O L w {n O O C C C m C m F- +H O to = V C N N E + 0 o O 0 3 0 E 01: U- Lo CncnWW� af an:zx000 v � a0 L) GO ro n i M uLnv M M Lnko M M o Q 'ucommrnrnrnrnrnrnrnrnrn M Packet P a 9 5 4 k M M M M M M M M M M M M az M g i �2 i i 1 o 20. o o O v N tD n D E v L O O C) 0 r2a m v v 0 E E V a Q UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME I COUNTY: Orange Tree Utility / Collier BASIS FOR WASTEWATER DEPRECIATION CHARGES F—YE 7/7/2015 17.E. I December 31, 2012 1 ACCT. NO. (a) ACCOUNT NAME (b) AVERAGE SERVICE LIFE IN YEARS (C) AVERAGE NET SALVAGE IN PERCENT (d) DEPRECIATION RATE APPLIED IN PERCENT (100% - d) I c (e) 351 Organization 40 % % % % % % % % % % % % % % % % % % % % % % % % % % % % % 2.50 3.13 5.00 3.33 2.22 % % % % % % 352 Franchises 354 Structure and Improvements 32 355 Power Generation Equipment 20 360 Collection Sewers - Force 30 361 Collection Sewers - Gravity 45 362 Special Collecting Structures 40 2.50 163 2.63 3.33 5.56, % % % % % % % % % 363 Services to Customers 38 364 Flow Measuring Devices 365 Flow Measuring Installations 38 366 Reuse Services 367 Reuse Meters and Meter Installations 370 Receiving Wells 30 371 Pumping Equipment 18 374 Reuse Distribution Reservoirs 375 Reuse Transmission and Distribution System 5.56. 2.86. % % % 380 Treatment & Disposal Equipment 18 381 Plant Sewers 35 382 Outfall Sewer Lines % % 389 Other Plant / Miscellaneous Equipment 390 Office Furniture & Equipment 15 6.67 % 391 Transportation Equipment 6 16.67. 5.56 % % % % 392 Stores Equipment 18 393 Tools, Shop and Garage Equipment 394 1Laboratory Equipment 395 Power Operated Equipment 12 8.33 % 396 Communication Equipment % 397 Miscellaneous Equipment 15 6.67 % 398 Other Tangible Plant % Wastewater Plant, Composite Depreciation Rate % % If depreciation rates prescribed by this Commission are on a total composite basis, entries should be made on this line only. 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V '� ° w C 72 C N N v C1 3 O 'c v D. 'S p W v a j 0� C � H vOi . v o- c 0 0 P v vi a al z N S � a Q F v E N a O a W N V O m C E to F C j 3 v u 'S 3'. V E 7 C C �.+ L V_ C E 12 v O a° 3 E yUj v L1 C)ELn0 000a0000,ma,5 vLnLnZ C afafce �d000�� .2. ��aU 00o o a a, O N m Q' O O ti N M 7 n W 0 eo Ln Ln M to Ln M M tO M lO to M M to M w to i° io n m n n W W W W M M M M M M ... ... M M M M rn rn M M m m M M c) m m M M c) m rn M M m M 0 ° rdCKel rage -L7J/ r'I as �C) 0 UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 271 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 DESCRIPTION (a) REFERENCE (b) WASTEWATER (b) Balance First of Year 5 6,202,265 Add credits during year: Contributions Received From Capacity, Capacity, Main Extension and Customer Connection Charges S-8(a) Contributions received from Developer or Contractor Agreements in cash or property S-8(b) 2,256 Total Credits 2,256 Less debits charged during the year (All debits charged during the year must be explained below) Total Contributions In Aid of Construction $ 6,204,521 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 t%-D^# 10 11 Packet Page -2958- UTILITY NAME: Orange Tree Utility Company, Inc, SYSTEM NAME I COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 WASTEWATER CIAC SCHEDULE "A" ADDITIONS TO CONTRIBUTIONS IN AID OF CONSTRUCTION RECEIVED FROM CAPACITY, MAIN EXTENSION AND CUSTOMER CONNECTION CHARGES RECEIVED DURING THE YEAR DESCRIPTION OF CHARGE (a) NUMBER OF CONNECTIONS (b) CHARGE PER CONNECTION (c) AMOUNT (d) Debits during year: Accruals charged to Account 141,014 Other Debits (specify): Total debits 141.014 Credits during year (specify): Total credits Balance end of year $ 1,893,814 Total Credits N/A ACCUMULATED AMORTIZATION OF CONTRIBUTIONS IN AID OF CONSTRUCTION ACCOUNT 272 DESCRIPTION (aj WASTEWATER (b) Balance first of year S 1,752.800 Debits during year: Accruals charged to Account 141,014 Other Debits (specify): Total debits 141.014 Credits during year (specify): Total credits Balance end of year $ 1,893,814 S -8(a) Packet Page -2959- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 WASTEWATER CIAO SCHEDULE "B" ADDITIONS TO CONTRIBUTION IN AID OF CONSTRUCTION RECEIVED FROM ALL DEVELOPERS OR rnNTRACTORS AGREEMENTS FROM WHICH CASH OR PROPERTY WAS RECEIVED DURING THE YEAR - DESCRIPTION (a) INDICATE "CASH" OR "PROPERTY" (b) WASTEWATER (c) D.R. Horton Cash 2.256 Total Credits S 2.256 S -8(b) r_cznl Ip I Packet Page -2960- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility I Collier_ WASTEWATER OPERATING REVENUE r-y-a 7/7/2015 17.E. I December 31, 2012 1 ACCT. NO. (a) DESCRIPTION (b) BEGINNING YEAR NO. CUSTOMERS (c) YEAR END NUMBER CUSTOMERS (d) AMOUNTS (e) WASTEWATER SALES 521.1 Flat Rate Revenues: Residential Revenues $ 521.2 Commercial Revenues 521.3 Industrial Revenues 521.4 Revenues From Public Authorities 521.5 Multiple Family Dwelling Revenues (Units) 521.6 Other Revenues 521 Total Flat Rate Revenues - 522.1 Measured Revenues: Residential Revenues 1,891 1.891 $ 710,534 522.2 Commercial Revenues 36 36 164,274 522.3 Industrial Revenues 522.4 Revenues From Public Authorities 522.5 Multiple Family Dwelling Revenues (Units) 522 Total Measured Revenues 1,927 1,927 874.808 523 Revenues From Public Authorities 524 Revenues From Other Systems 525 Interdepartmental Revenues Total Wastewater Sales 1 1,927 1,927 $ 874,808 1 OTHER WASTEWATER REVENUES 530 Guaranteed Revenues 531 Sale Of Sludge 532 Forfeited Discounts 534 Rents From Wastewater Property 535 Interdepartmental Rents 536 Other Wastewater Revenues (including Allowance for Funds Prudently Invested or AFPI) 3,220 Total Other Wastewater Revenues 5 3.220 Uustomer is cletined by Rule 25-30.210(1), Florida Administrative Code. S-9(a) 0%r%^1 Im . Packet Page -2961- UTILITY NAME: Orange Tree Utility Company. Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier WASTEWATER OPERATING REVENUE F7-E 7/7/2015 17.E. I December 31, 2012, ACCT. NO. (a) DESCRIPTION (b) BEGINNING YEAR NO. CUSTOMERS* (c) YEAR END NUMBER CUSTOMERS (d) AMOUNTS (e) RECLAIMED WATER SALES 540.1 Flat Rate Reuse Revenues: Residential Reuse Revenues $ 540.2 Commercial Reuse Revenues 540.3 Industrial Reuse Revenues 540.4 Reuse Revenues From Public Authorities 540.5 Other Reuse Revenues 540 Total Flat Rate Reuse Revenues 541.1 Measured Reuse Revenues: Residential Reuse Revenues 541.2 Commercial Reuse Revenues 541.3 Industrial Reuse Revenues 541.4 Reuse Revenues From Pubitc Authorities 541 Total Measured Reuse Revenues 544 Reuse Revenues From Other Systems Total Reclaimed Water Sales Total Wastewater Operating Revenues $ 878,028 . Customer is defined by Rule 25-30.210(1), Florida Administrative Code. S-9(b) ft^1 fn 4 Packet Page -2962- O N CL _ w c7 LL y O a w E Q Q r o L M d O aZ m0 7/7/2015 17.E. atl LU rn rn Z Z <,z N N W M, Z N N IL W a. z L< °w� to 69 ' V% o W In ccn co M F J N Z W co r O W U) N N O n 2 0 Z a v CL Q (n d W °w0 W 0 M M C7U)z Z uj Q CL N N a 1Z W rn D x Z W (o H9 N Cl) 0 t9 m Z Cl) m Z W O I� y ~ ("f W Q C` (D D D X y W 0 LL ° W r m N OZ(nz (r0 rn W a w a N N um}'J OZ Z z (O co Z% W Wz 011 IL a (nU)wQ N u9 (» z (n cn Cl Cl) O (n z F W O Wto Z 'D J W J IL W OX W O H9 &9 F 1� co O (O co M I� O c (D r r W (D O O O r (O (D co (D N M r CO N O) 1� n (D M oo to (o Z N W W (n O r (D M O O i� D) to (D M !� (D W Q Q. 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U LU Q' W W Q - ° P z W E Q W uj w3 C'X? en F y 2 W W O rn F F- LLJ U LU CL LLI X (L Q F w O r O M r t0 O t0 m M N t0 r cn °a `� W N m tMD Mi t0 to M co. o o Iq Vi c0 m �� wi N � t0 V Z (A Y Z g Z W a ry N N V m r M Q w ei c+a w rte- u Z Z r O�Wj in u a x U Q w LU a n d m _ m c m N C N 2 �( m O m m O me m m C 2:11 m m to Z O y L C m IL _ m d m X m Y c m c a W CL C m ° z Z a 0 00 mm E m c w E� m w o � H p d � U 0 to W � o W uW O c m c N Q N m y c m C m O >. U u u m° .� Q _U m m 3 3 a Z Z Z Z Z .� a W r c __ n E E c w m C m m O X O O O Q to !D 'O m O° m Cn (n (n (0 o >c7�Ow _ c 6 U) E a 3 c = Q •- CJ C) X° 3 m m m m m o o m m@ m m m m m W m m m a o 0 > > >> C m m m m c c m y m 0 v: m cc m C m r m 0 m c >> > >> a; ° o) _0 N m m so = E E? 5 I r m o 0 0 o 0 o m m E n N C-5 m E m m U) V) W dcna W UDC) V UUC�Um� - �- <Z m� m tO N M V n t0 .- N O t0 r m m O t0 r 0 0 N M M M M co M C 'c n Ln N m n z t0 c0 r r rdL rtM rcasc -/---7U - ki �O n � C7 UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME 1 COUNTY: Orange Tree Utility / Collier 7/7/2015 17.E. YEAR OF REPORT December 31, 2012 CALCULATION OF THE WASTEWATER SYSTEMS EQUIVALENT RESIDENTIAL UNITS METER SIZE (a) TYPE OF METER (b) EQUIVALENT FACTOR (c) NUMBER OF METERS (d) TOTALNUMBER OF METER EQUIVALENTS (c x d) (e) All Residential 1.0 1,891 1,891 5 /8" Displacement 1.0 3/4" Displacement 1.5 18 27 ill Displacement 2.5 8 20 1 112" Displacement or Turbine 5.0 2 10 2" Displacement, Compound or Turbine 8.0 3 24 3" Displacement 15.0 1 15 3" Compound 16.0 3" Turbine 17.5 4" Displacement or Compound 25.0 2 50 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 2,197 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, n4v i rz: i utdi ydi uns treateu incruaes Dotn treated ano purcnasea treaimem ERC Calculation: ( 137,379,000 11933 Avg Customers) / 365 days 207 (SFR gallons treated) gpd Jere S -11 GROUP 1 SY. Packet Page - 2965 - Utility UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME / COUNTY: Orange Tree Utility / Collier WASTEWATER TREATMENT PLANT INFORMATION Provide a separate sheet for each wastewater treatment facility 7/7/2015 17.E. YEAR OF REPORT 'I December 31, 201 Permitted Capacity 600,000 Basis of Permit Capacity (1) AADF Manufacturer Aqua Store Type (2) Hydraulic Capacity 350,000 Average Daily Flow 376,381 Total Gallons of Wastewater Treated 137,379,000 Method of Effluent Disposal Perc Ponds (1) Basis of permitted capacity as stated on the Florida DEP WWTP Operating Permit (i.e. average annual daily flow, etc) (2) Contact stabilization, advanced treatment, etc. S-12 GROUP 1 SYQTI=Rfi nrnnnn Trna Utility Packet Page -2966- UTILITY NAME: Orange Tree Utility Company, Inc. SYSTEM NAME I COUNTY: Orange Tree Utility / Collier OTHER WASTEWATER SYSTEM INFORMATION 7/7/2015 17.E. YEAR OF REPORT December 31, 201 Furnish information below for each system. A separate page should be supplied where necessary. 1. Present ERC's ` that system can efficiently serve. 2,197 2. Maximum number of ERC's ` which can be served. 2,869 3. Present system connection capacity (in ERC's `} using existing lines. 2,869 4. Future system connection capacity (in ERC's') upon service area buildout. 3,181 5. Estimated annual increase in ERC's ` . Unknown at this time due to real estate market conditions 8. Describe any plans and estimated completion dates for any enlargements or improvements of this system. None 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? N/A If so, what are the utility's plans to comply with the DEP? 10. When did the company last file a capacity analysis report with the DEP? Unavailable 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. b. Have these plans been approved by DEP? N/A c. When will construction begin? d. Attach plans for funding the required upgrading. e. Is this system under any Consent Order of the DEP? 11. Department of Environmental Protection ID # FtA 014165 ` An ERC is determined based on the calculation on the bottom of Page S -11 S -13 GROUP SY;¢T1=U r)rannn Trno utility Packet Page -2967- for uvi.t 3299 Tamiami Trail East Naples, Florida 34112 December 2013 Packet Page -2968- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report TABLE OF CONTENTS Page No. SECTION 1 — INTRODUCTION 1.1 Introduction ............................................................ ............................1 -1 1.2 Purpose and Scope ............................................ ............................... 1 -1 1.3 Service Area .......................................................... ............................1 -3 1.4 Condition Assessment ........................................ ............................... 1 -3 SECTION 2 — WATER FACILITIES 2.1 General .................................................................. ............................2 -1 2.2 Utility Site ........................................................... ............................... 2 -1 2.3 Water Supply ...................................................... ............................... 2 -3 2.4 Water Treatment Plant ....................................... ............................... 2 -3 2.4.1 Membrane Process ............................... ............................... 2 -4 2.4.2 Chemical Feed Systems ....................... ............................... 2 -5 2.4.3 High Service Pumping .............................. ............................2 -5 2.4.4 Miscellaneous ....................................... ............................... 2 -5 2.5 Transmission/ Distribution System ..................... ............................... 2 -6 2.6 Services and Meters ........................................... ............................... 2 -7 2.7 System Demands ............................................... ............................... 2 -7 2.8 Capacity Analysis ............................................... ............................... 2 -9 2.8.1 Water Supply Wells .................................. ............................2 -9 2.8.2 Storage ................................................. ............................... 2 -9 2.8.3 Treatment ................................................. ............................2 -9 2.8.4 High Service Pumping ............................. ...........................2 -10 2.9 Water System Condition Summary ................... ............................... 2 -10 SECTION 3 —WATER FACILITIES 3.1 General .................................................................. ............................3 -1 3.2 Wastewater Services ............................................. ............................3 -1 3.3 Gravity Collection System .................................. ............................... 3 -3 3.4 Pump Stations and Force Mains ........................ ............................... 3 -4 3.5 Wastewater Treatment Plant/Effluent Disposal .. ............................... 3 -8 3.5.1 WWTP ...................................................... ............................3 -8 3.5.2 Miscellaneous ....................................... ............................... 3 -9 3.6 Irrigation /Reclaimed Water System .................. ............................... 3 -10 3.7 Wastewater Flows ............................................ ............................... 3 -10 3.8 Capacity Analysis ............................................. ............................... 3 -11 ATW /AB /Isc /reports /orange tree report cover, toc, back.doc Tt # 200 - 08486 -13010 Packet Page -2969- NTETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 3.9 Condition Summary .......................................... ............................... 3 -13 SECTION 4 — REGULATORY STATUS 4.1 General .................................................................. ............................4 -1 4.2 Water Regulatory Compliance Review ............... ............................... 4 -1 4.2.1 South Florida Water Management District ...........................4 -1 4.2.1.1 Water Use Permit .................... ............................... 4 -1 4.2.1.2 Compliance ................................. ............................4 -2 4.2.1.3 Evaluation ................................ ............................... 4 -2 4.2.2 Florida Department of Environment Protection ....................4 -2 4.2.2.1 Compliance ................................. ............................4 -2 4.2.2.2 Evaluation ................................ ............................... 4 -3 4.3 Wastewater Regulatory Compliance Review ...... ............................... 4 -4 4.3.1 Florida Department of Environmental Protection .................4 -4 4.3.1.1 Compliance ................................. ............................4 -4 4.3.1.2 Evaluation ................................... ............................4 -5 SECTION 5 - SYSTEM COST REQUIREMENTS 5.1 General .................................................................. ............................5 -1 5.2 Short Term Cost Requirements .......................... ............................... 5 -2 5.2.1 Utility Site .............................................. ............................... 5 -2 5.2.2 Water Treatment Plant .......................... ............................... 5 -2 5.2.3 Wastewater Collection and Transmission System ............... 5 -3 5.2.4 Wastewater Treatment Plant/Effluent Disposal .................... 5 -5 5.2.5 Monitoring System ................................ ............................... 5 -5 5.2.6 Summary of Short Term Cost Requirements ....................... 5 -5 5.3 Long Term Cost Requirements .......................... ............................... 5 -6 5.3.1 Water Transmission /Distribution System ............................. 5 -6 5.3.2 Wastewater Collection and Transmission System ............... 5 -6 5.3.3 Wastewater Treatment Plant ................. ............................... 5 -7 5.3.4 Summary of Long Term Cost Requirements ........................5 -7 SECTION 6 — FINDINGS TABLES 1 -1 OTU Population Projections ................................................. ............................1 -3 2 -1 Well Information ................................................................ ............................... 2 -3 2 -2 Transmission/ Distribution Piping ...................................... ............................... 2 -6 2 -3 Customer Meters ............................................................... ............................... 2 -7 2 -4 Water System Historical and Projected Demands ............. ............................... 2 -8 TETRA TECH ATW /AB /Isc /reports /orange tree report cover, toc, back.doc v Tt # 200 - 08486 -13010 ii 120613 Packet Page -2970- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 2 -5 Water Treatment Plant Condition Assessment ................ ............................... 2 -11 3 -1 Estimate of Wastewater ERCs .......................................... ............................... 3 -3 3 -2 Manhole Condition Assessment ........................................ ............................... 3 -4 3 -3 Pump Stations Condition Assessment .............................. ............................... 3 -8 3 -4 Historical and Projected Wastewater Flows .................... ............................... 3 -10 3 -5 Wastewater Treatment Plant Capacity Analysis .............. ............................... 3 -12 3 -6 Wastewater System Condition Assessment .................... ............................... 3 -13 4 -1 Historical Water Usage and Permitted Capacity ............... ............................... 4 -2 5 -1 Water Treatment Plant Red Condition Cost Requirements .............................. 5 -3 5 -2 Red Condition Pump Station Cost Requirements ............. ............................... 5 -4 5 -3 Summary of Short Term Cost Requirements .................... ............................... 5 -6 5 -4 Pump Station Long Term Cost Requirements ................... ............................... 5 -6 5 -5 Summary of Long Term Cost Requirements ..................... ............................... 5 -7 LIST OF SCHEDULES 2 -1 WTP Listing of Major Equipment ......................................... ...........................2 -12 3 -1 WWTP Manhole Inspection Summary ............................ ............................... 3 -14 3 -2 WWTP Lift Station Inspection Summary ......................... ............................... 3 -16 3 -3 WWTP List of Major Equipment ...................................... ............................... 3 -18 LIST OF FIGURES 1 -1 Orange Tree Service Area ................................................... ............................1 -2 2 -1 Orange Tree Water Treatment Plant and Well Locations .. ............................... 2 -2 3 -1 Orange Tree Wastewater Treatment Plant and Lift Station Locations ............. 3 -2 3 -2 Manhole Condition ............................................................ ............................... 3 -5 3 -3 Lift Station Condition ......................................................... ............................... 3 -6 APPENDICES Appendix A Orange Tree Utilities WTP Equipment List Appendix B Manhole Condition Assessment Appendix C Pump Station Condition Assessment Appendix D Orange Tree Utilities WWTP Equipment List Appendix E South Florida Water Management District Permit Appendix F Florida Department of Environmental Protection Water Appendix G Florida Department of Environmental Protection Wastewater ATW /AB /isc /reports /orange tree report cover, toc, back.cloc Tt # 200 - 08486 -13010 iii Packet Page -2971- l� TETP.ATECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION 1 INTRODUCTION 1.1 INTRODUCTION Collier County Public Utilities Department has contracted with Tetra Tech to perform a due diligence investigation of Orange Tree Utilities (OTU) in anticipation of the County assuming ownership of the utility. OTU is a privately owned utility that furnishes water and wastewater service in Collier County Florida. The utility service area is shown in Figure 1 -1 and consists of approximately 2,000 water and wastewater connections. 1.2 PURPOSE AND SCOPE The purpose of this due diligence report (the "Report ") is to determine the approximate condition of the OTU water and wastewater system as of 2013. System cost requirements are also identified in anticipation of Collier County's acquisition of the utility. More specifically the scope of services covered by this report consists of: • Review of system operations • Capacity analysis of the water and wastewater system • Review of regulatory compliance • Documentation of system condition The presentation of information herein is limited by the available data and inspections performed to date. Overall OTU has not been forthcoming with documentation and information regarding the utility and as a result documentation has been limited to what is available from public sources including the County and state regulatory agencies. System inspections have been limited to a brief walkthrough in October 2012, and a more detailed week of inspections in June of 2013. This Report makes several recommendations based on this available data that may materially change as additional information becomes available. ATW /AB /sma /reports /section 1.docx Tt #200 - 08486 -13010 1 -1 Packet Page -2972- TETRA TECH 120613 u " �i -; a t. : t nn n"040"" — y T fJ9 < ! x im t S ry�y a - r4 , 44 r al mA� x e ..r — • y F z .n r. . -44 Ll EE 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 1.3 SERVICE AREA The OTU service area is comprised of six residential subdivisions and two schools. Approximately 2,000 connections, mostly single family, receive water and wastewater service from OTU. The subdivisions and their descriptive abbreviations are shown below. • Twin Eagles (TE) • Orange Blossom Ranch (OBR) • Orange Tree (OT) • Valencia Golf and Country Club (VGCC) • Valencia Lakes (VL) • Waterways (WW) There are a total of 608 vacant lots in the subdivisions mentioned above primarily in Twin Eagles and Orange Blossom Ranch. In addition based on existing development densities an additional 2,040 single family lots can be located within the service area on undeveloped property. Recent growth within the service area has been sporadic due to the recession in the past years. However, as the economy recovers increased growth is expected in the service area. The most recent projections of service area growth are contained within OTU's current Water Use Permit issued by the South Florida Water Management District as shown in Table 1 -1 below: Table 1 -1 OTU Population Projections Notes: Source: Water Use Permit Staff Report. 1.4 CONDITION ASSESSMENT The condition of the existing facilities was documented through a review of the available records and the site inspections that were conducted. The inspections consisted of a visual inspection of the above ground assets at the water treatment plant and wastewater treatment plant, as well as all pump stations and approximately 25% of the system manholes. Asset condition is ATW /AB /sma /reports /section 1.docx Tt #200 - 08486 -13010 1 -3 Packet Page -2974- OTETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report summarized according to the three tier system below: • Green — Good Condition; routine O &M required. • Yellow — Moderate Condition; routine O &M required; some additional corrective effort may be required. • Red — Poor Condition; additional corrective efforts above O &M are required to maintain proper functionality. ATW /AB /sma /reports /section 1.docx Tt #200 - 08486 -13010 1 -4 Packet Page -2975- TETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION 2 WATER FACILITIES 2.1 GENERAL The OTU water system consists of several components that are required to provide potable water service to customers. Figure 2 -1 presents the location of the supply wells and water treatment plant. The water system consists of the following major components: • Water Supply Wells • Water Treatment Plants • Transmission /Distribution System • Services and Meters 2.2 UTILITY SITE The OTU water and wastewater treatment plants are co- located on a site in the center of the service area. As part of the inspection process the County's Risk Management Department conducted a preliminary Environmental, Health and Safety Survey Report on the utility site. The Report identified two areas of immediate environmental concern where containers were either improperly stored or disposed of. The sites are identified as: • Maintenance area immediately north of the WTP, and; • An area northeast of the WWTP and immediately north of the percolation ponds As a result the EHS report recommends preforming a Phase 1 and Phase 2 Environmental Site Assessment of the property. The report also identified several security issues regarding the site and had the following recommendations: • Improve site fencing, including connecting an intrusion system to the County network • Provide adequate site lighting • Install CCTV monitoring • Install trespassing signage on the fence and main gate • Install an access control system ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -1 Packet Page -2976- TETRATECH 120613 { F x .. y - C a a ry F x 3't595"4Pi+t"'° r a« ?per{ 1 l ICY5"47 + �{� "¢ 7 µ'i;'4 `"",'. a,.W.- '�^'.:.^,�+� ",'. _ m. -"r`# �i''i';N�■r"""' 7 a d s �. Y s "^C -h zb f j Y lit. utl AE VIM 4 •tl` j 2 ak �' 5e i} 4ii _ A sit i'.�:` 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report = Secure aid monitor all hazardous materials, and • Post emergency plans on -site. 2.3 WATER SUPPLY OTU operates a total of four (4) wells that supply water to the system that are evenly distributed throughout the service area. The wells range from approximately 154 feet to 180 feet deep and withdraw water from the Lower Tamiami Aquifer. Table 2 -1 presents a summary of the wells and their capacities. Table 2 -1 Well Information OTU Designation A B C D Date Installed 1987 1987 2006 2006 Diameter 12" 12" 12" 12" Total Depth 180 ft. 180 ft. 154 ft. 172 ft. Cased Depth 70 ft. 70 ft. 72 ft. 74 ft. Pump Type Submersible Submersible Submersible Submersible Pump Capacity 300 gpm 300 gpm 400 gpm 400 gpm Pump Intake Depth 60 ft. 60 ft. 60 ft. 60 ft. Notes: Source: Water Use Permit ADDlication. At the time of the inspection wells PW -3 and PW -5 were operating and providing supply to the WTP. According to OTU representatives the well operation is alternated between PW- 1 /PW -2 and PW- 3 /PW -5 on a daily basis. PW -1 is located immediately adjacent to the WTP while PW -2 is located in the far northwest corner of the utility site. Both PW -3 and PW -5 are located off -site and to the south of Oil Well Road. In all four cases the wells appeared to be in yellow condition. No information was found regarding the wells' ability to operate on auxiliary power. 2.4 WATER TREATMENT PLANT Major structures of the water treatment plant include the process building, ground storage tank and concentrate disposal pond. Schedule 2 -1 at the end of this section presents a listing and TETRATECN ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -3 120613 Packet Page -2978- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report description of the major equipment and Appendix A provides detail on the major equipment observed at the WTP. The process building is a prefabricated metal building that houses the membrane skid, the chemical feed systems, the high service pumps and the fire pump. The building is very crowded and clear access to much of the equipment is limited. Significant corrosion was observed at several locations on the building structure which is in red condition. 2.4.1 Membrane Process The WTP is rated at 0.75 MGD and uses nano - filtration followed by degasification and disinfection to treat the source water. Water from the supply wells is dosed with sulfuric acid and anit - scalant before passing through the pre - filters. The membrane skids include 2 feed pumps, and two process trains each with a single stage configuration of 9 pressure vessels. The process operates at approximately 80% recovery. According to on -site OTU staff the membranes were recently replaced, although a specific date was not mentioned. The membrane skid, high pressure pumps and pre - filters appeared visually to be in yellow condition although leaks were noted on some of the skid fittings. The WTP clearwell and degasifier located adjacent to the process building also appeared to be in yellow condition. Onsite storage consists of a 0.75 MG bolted steel storage tank. The concentrate generated by the nano - filtration process is discharged to an in ground, lined pond. The pond liner was lifted in many places but from a limited visual inspection appeared to be fully functional. Periodically the concentrate is pumped to the Valencia Golf Course Lake where it is blended with the lake water and ultimately applied on the golf course. No information has been provided by OTU regarding the irrigation arrangement with the golf course. However, upon County ownership an irrigation agreement with the golf course will be necessary to ensure reliable concentrate disposal. The process building also houses a desk and the operating files for the WTP. There was a daily operations diary available where daily tests and activities of the operators were logged. In addition, historical monthly operating reports were available. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -4 Packet Page -2979- fig.. J TETRA TECH i 11180101 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 2.4.2 Chemical Feed Systems Bulk chemical storage is located exterior to the building and with the exception of the hypochlorite facilities consists of storage drums with little to no containment. Hypochlorite storage consists of a polyethylene tank with a polyethylene containment structure. Other chemicals associated with the treatment process include anti - scalant, polyphosphate corrosion inhibitor and sulfuric acid. Most of the chemical feed systems consist of wall mounted metering pumps that pull directly from portable chemical storage containers on the ground below. The hypochlorite system is in yellow condition, but the other feed systems are in red condition largely due to lack of containment facilities and safety equipment. 2.4.3 High Service Pumping There are a total of four high service pumps housed in the process building. The three smaller pumps are normal operation high service pumps, supplying finished water to the system. The fourth pump is a diesel engine driven fire pump that is reserved for fire flow or emergency supply conditions. It was noted that the diesel supply tank is located in the process building with no containment. Overall the pumps appeared to be in yellow condition. The inspection team witnessed the operation of the fire pump. Although no nameplate data was visible on any of the high service pumps some limited information was obtained from the FDEP Sanitary Survey Report conducted in 2007. 2.4.4 Miscellaneous Adjacent to the WTP building is a diesel generator and fuel tank for the WTP. According to OTU staff the generator is equipped to power the treatment process, however, no information was visible on the size of the generator. The automatic transfer switch is non - functional and the generator could not operate manually until the battery was charged. The generator and the exhaust system are housed under a pole barn that hinders effective dispersal of exhaust when operational. The diesel fuel tank does not have a containment structure. Also near the WTP site is an area that includes a covered structure where a limited spare parts inventory and equipment is stored. The building itself is in red condition and much of the inventory and equipment is stored outside. ®TETRA TECH ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -5 120613 Packet Page -2980- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report The SCADA system is a Mission brand that uses cellular modems for communication. The system is used throughout the utility and only provides for notification of power outages and pump failures. The WTP pumps and membrane skids are run manually through PI-Cs in the WTP building. Power to the facility is provided by FPL. The main electric service to the WTP is in poor condition and the main service grounds were observed to be rusted and require replacement. Lightning and surge protection is also inadequate. According to OTU staff, FPL power is unstable and long term power outages are not uncommon. 2.5 TRANSMISSION /DISTRIBUTION SYSTEM The water transmission and distribution system conveys the potable water from the water treatment plant to the customers. Based on drawings made available, the OTU transmission system consists of PVC pipe ranging in size from 4 to 18 inches in diameter. Table 2 -2 presents the length of piping by size based on available information. It should be noted that these numbers do not include the water piping in the Twin Eagles development. Table 2 -2 Transmission /Distribution Piping There are approximately 307 hydrants in the OTU system. Based on observations from the inspection team all hydrants in the system are either Kennedy or Waterous. The hydrants observed did not appear to be maintained as there was a substantial amount of vegetative overgrowth and the painting is faded. In a number of cases hydrants were located 10 to 15 feet back from the curb and could possibly be encroaching on private property. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -6 Packet Page -2981- ® TETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 2.6 SERVICES AND METERS Potable water from the transmission and distribution system is delivered to the customers through a water service and meter. Services can be either single (serving one customer meter) or double (serving adjacent customer meters). As of December 2012, the OTU water distribution system delivered potable water to approximately 1,992 customer meters ranging in size from 5/8 inches to 8 inches as shown in Table 2 -3. Table 2 -3 Customer Meters Meter Size 5/8" Count 1,957 Equivalent Ratio 1.0 Total Meter Equivalents 1,957 3/4" 18 1.5 27 ill 6 2.5 15 1.5" 3 5.0 15 2" 3 8.0 24 3" 1 15.0 15 4" 2 25.0 50 8" 2 80.0 160 Total 1 1,992 1 1 2,263 Source: Annual Report of Orange Tree Utility Company, Inc. for the year ended December 31, 2012. Using meter equivalents as an approximation, there are 2,263 equivalent residential connections (ERCs) at the end of 2012. Although backflow preventers were not thoroughly investigated by the inspection team some limited observations were made. Backflow preventers are Wilkins Model 975. Most of the installations observed are poor. A majority of the installations are leaning and the relief ports do not have the minimum 12" of ground separation. In most cases there is not adequate space around the unit for testing and maintenance. Schedule 80 PVC pipe and unions are used in the backflow preventer installations. 2.7 SYSTEM DEMANDS Table 2 -4 presents the historical and projected demand data for the water system from 2009 to 2018. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -7 Packet Page -2982- ® TETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 2 -4 Water System Historical and Projected Demands Year 2009 Maximum Da (IVIGD) 0.481 .- r, r r 0.317 rr <rr 1.52 2010 0.623 0.307 2.03 2011 0.450 0.301 1.50 2012 0.642 0.343 1.87 2013 0.704 0.374 1.88 2014 0.679 0.386 1.76 2015 0.701 0.398 1.76 2016 0.727 0.413 1.76 2017 0.753 0.428(2) 1.76 2018 0.781 0.444 1.76 Source: rULFJ Montnly Operation Keports (MUK). 77 Data through June 2013. (Z) Estimated from the percent service area growth rates presented in Table 1 -1 (3) Average of previous five years An increase in the annual average water demand (AADD) has been observed for the last five years with the exception of year 2011 that the demand decreased with respect to the previous year. The AADD for the system for the last five years has ranged from 0.301 MGD in 2011 to 0.374 MGD for the first quarter of 2013. The maximum day demand (MDD) for the system has ranged from 0.450 MGD in 2011 to 0.704 MGD in the first quarter of 2013. Over the time period reviewed the OTU water system has experienced MDD to AADD ratios from 1.50 to 2.03 which is within the range expected for water systems of this size and type. According to the 2012 MOR data, the AADD was 343,000 gpd and based on the ERC information approximated above, water usage in the system is approximately 152 gpd per ERC. Based on the 2012 Annual Report for Orange Tree Utility, during the year 2012 the OTU water system pumped a total of 125.87 million of gallons (MG) from the wells and sold a total of 131.68 MG to its customers. According to this data OTU sold more water than it produced which is an indication that the WTP meter and /or the customer meters are not accurately recording flows. Information contained in the Water Use Permit shows a 5% unaccounted for water factor. Based on the projections in Table 2 -4 the 0.75 MGD capacity of the WTP will be exceeded in 2017. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -8 Packet Page -2983- ® TETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 2.8 CAPACi i r ANALYSIS This subsection describes the capacity of each component of the water system as it pertains to the appropriate design and regulatory criteria. 2.8.1 Water Supply Wells According to rule 62- 555 -315, F.A.C, the total well capacity of the water system shall equal at least the system's design maximum -day water demand. It is typical to have the ability to deliver this rated capacity with the largest well considered out of service. As shown in Table 2 -1 the total design capacity of the wells 1,400 gpm (2.016 MGD), with the largest well out of service the firm capacity of the system is 1,000 gpm (1.44 MGD). The output capacity of the WTP is 0.75 MGD operating at about 80% recovery. Therefore the water supply necessary to meet the WTP capacity is 624 gpm (0.9 MGD). There is more than sufficient water supply to meet the 0.75 MGD rated capacity of the WTP. 2.8.2 Storage Storage for the water system consists of a 0.75 MG bolted steel storage tank. According to subsection 62- 555.320(19), F.A.C, the total useful finished water storage capacity connected to a water system shall at least equal 25 percent of the system's design MDD plus the ability to meet four consecutive hours of fire flow demand. The fire flow established by Collier County is 750 gpm for 4 hours fora volume of 0.18 MG. With this volume plus 0.19 MGD (equal to 25% of 0.75 MGD), a total of 0.35 MGD remains to meet the storage capacity of the system which is considered adequate according to the criteria. 2.8.3 Treatment The WTP has an FDEP MDD permitted capacity of 0.75 MGD. As mentioned above with increased growth in the service area, the available capacity of the WTP will be exceeded in the short term. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -9 Packet Page -2984- ® TETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 2.8.4 High Service Pumping Water hydraulic standards require the firm high service capacity of the OTU system to meet the greater of: • The fire flow plus the maximum day demand or, • The peak hour demand (PHD) Since OTU has a dedicated fire flow pump the analysis of the full time high service pumps is based solely on the ability to meet PHD. The firm capacity of the high service pumps is 280 gpm or 403,200 gpd. Based on a 2012 MDD of 0.642 MGD and a 2.0 peaking factor, the estimated PHD for the system is 1.28 MGD. Based on this comparison it is likely that the OTU system will experience low pressures at peak events when one high service pump is out. 2.9 WATER SYSTEM CONDITION SUMMARY Overall the WTP is in yellow to red condition with critical components identified as red condition. Proper storage of process chemicals, limited high service pumping, integrity of the buildings, and the absence of reliable standby power are the primary concerns associated with the WTP. The poor condition of the chemical feed systems in particular represents a significant safety issue. The poor condition of the WTP generator and the limited fuel capacity of the fire pump inhibit the ability of the WTP to successfully provide service under extended power outages. Overall, using projections accepted by the South Florida Water Management District (SFWMD), the capacity analysis indicates that additional treatment capacity will be required by 2017. Table 2 -5 below summarizes the condition of the major water system components. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -10 Packet Page -2985- ® TETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 2 -5 Water Treatment Plant Condition Assessment Compionent Chemical Feed Systems (not including disinfection ) DonditiOn Red Water Treatment Process Building Red Feed Pumps Yellow Pre Filters Yellow Nano filtration skid Yellow De gasifier, Clearwell, Transfer Pumps Yellow Disinfection System Yellow Ground Storage Yellow High Service Pumps Red Fire Pump Yellow Fire Pump Diesel Tank Red Generator and Diesel Tank Red Storage Barn Red Concentrate Storage Pond Yellow Electrical System Yellow Transmission Distribution System Yellow Hydrants Yellow Customer Meters Yellow Backflow Preventers Red The inspections also revealed potential issues that due to logistics and limitations of time and scope could not be completed at this time, but do represent potentially significant liabilities. • The location of several fire hydrants at a significant distance from the edge of pavement is an indicator of potential encroachments of water system assets on private property. This issue may also extend to system piping, valves, services and meters. • The initial environmental survey of the utility site uncovered sufficient environmental concerns to require a Phase 1 ESA, and most likely a follow up Phase 2 ESA. Until these assessments are performed there is an as yet undefined environmental issue that may require extensive remediation. ATW /AB /sma /reports /section 2.docx Tt #200 - 08486 -13010 2 -11 Packet Page -2986- ® TETRATECH 120613 OTETRA TECH Schedule 2 -1 Orange Tree Utilities Water Treatment Plant Listing of Major Equipment 7/7/2015 17.E. ATW /AB /Isc /reports /schedule 2- 1.docx Tt #200 - 08486 -13010 2 -12 Packet Page -2987- DTETRATECH 120613 a. Bulk Storage Totes- four on site b. Feed Pump i. Type Grundfos ii. Number Two iii. Capacity 3.1 gph 2. Anti= Scalanf Feed'S stern °" .,A, 1 a. Storage Single tote b. Feed pump i. Type Unknown ii. Number Unknown iii. Capacity Unknown - a. Number Two b. T pe Parker a. Number Two b. Type Grundfos c. Capacity 350 gpm at 248 ft. d. Motor Baldor, 30 h 5_ Nano, Filtration Skid _ r a a. Number Two b. Stages One c. Pressure Vessels Nine 6. Hi h Service Pum s a. Number Three b. Type Centrifugal c. Capacity Two -140 gpm @ 180 ft, and one — 370 m at 180 ft. d. Motor Two at 10 hp and one at 25 h 7. Fire Pump a. Number One b. Type Centrifugal c. Capacity 2,500 gpm d. Motor Gas engine 8. De asifier a. Type Induced Draft b. Dimensions 7ft. dia x 15 ft. tall c. Blower i. Type Centrifugal ii. Capacity 1,000 gpm iii. Motor 2 h 9. Clearwell ATW /AB /Isc /reports /schedule 2- 1.docx Tt #200 - 08486 -13010 2 -12 Packet Page -2987- DTETRATECH 120613 OTETRA TECH Schedule 2 -1 (cont'd) Orange Tree Utilities Water Treatment Plant Listing of Major Equipment 7/7/2015 17.E. a. Typ e Concrete, Above Ground b. Volume 10,000 gallons 12"" Genefator Z a. Number Two b. Type Centrifugal c. Capacity Unknown d. Motor Baldor: 5 hq a. Typ e A uastore; Glass coated steel b. Volume 750,000 gal 12"" Genefator Z a. Type John Deere, Diesel b. Size Unknown c. Fuel Storage Steel; No containment; Unknown volume 13:: Disinfection S stem a. Bulk Storage Polyethylene with Containment; 350 gals b. Feed Pump i. Type Pulsafeeder ii. Number Two iii. Capacity 17 gpd 14.< < Corrosion Inhibitor Feed S' stern �' ' '� r' „ ' a. Bulk Storage Totes b. Feed Pump i. Type Unknown ii. Number One iii. Capacity Unknown 15.1 Concentrate. Holding Pond ,.,,, a. Type In round; poly lined b. Size 1.2 MG OTU staff c. Concentrate Pump i. Type Grundfos H. Number 1 iii. Capacity Unknown iv. Motor Unknown ATW /AB /Isc /reports /schedule 2- 1.docx Tt #200 - 08486 -13010 2 -13 Packet Page -2988- OTETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION 3 WASTEWATER FACILITIES 3.1 GENERAL Wastewater service to OTU customers is provided through a wastewater system composed of a variety of components. Figure 3 -1 presents the wastewater service area and locations of the system wastewater treatment plant and pump stations. The wastewater system consists of the following components: • Wastewater Services • Gravity Collection System • Pump Stations and Force Mains • Wastewater Treatment Plant • Effluent Disposal Facilities 3.2 WASTEWATER SERVICES The wastewater services convey the wastewater from the customer to the gravity collection system. Like water services, wastewater services can be either single (serving one customer) or double (serving adjacent customers), and are constructed of PVC. Based on information contained in the 2012 Annual Report filed with the Collier County Water and Wastewater Authority there are a total of 1,927 wastewater service connections. The count of the connections and the corresponding water meter sizes are shown in Table 3 -1. TETRA TECH ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -1 120613 Packet Page -2989- `4 g `a �.. _ .:s M .. -+2 -�. �? Qr - Kos �y 'W.�� „�,.y,� .+L, "'�"`m• ,� �i o `R h r q "- i KCIII l k � , -4L i ".,''`- '"•x.W ' � " D � i "t }4, wiYu' 'S S A } � � '�� t �i/ r�� µ'•yy,�.�i7i - QGQ Y 1w 7 ;nn,,"*, ,.w 3'Y�4�,............L �w 1V -y his p.y_a *`"3hiiS °wrpl �t € yid, i p 4 II t' tun Arl r -} • y ,�s 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 3 -1 Estimate of Wastewater ERCs 'WaterMeter Size 5/8" Count 1,891 EquivalentRatio 1.0 Meter Equivalents 1,891 3/4" 18 1.5 27 ill 8 2.5 20 1.5" 2 5.0 10 2" 3 8.0 24 3" 1 15.0 15 4" 2 25.0 50 8" 2 80.0 160 • - 1,927 2,197 Source: Annual Report of Orange Tree Utility Company, Inc. for the year ended December 31, 2012. 3.3 GRAVITY COLLECTION SYSTEM The OTU gravity collection system serves to gather wastewater from the customer services and convey it to the pump stations for pumping. The collection system is constructed of 8" PVC pipe (102,675 ft) and 10" PVC pipe (115 ft). There are 527 manholes in the collection system of varying depths corresponding to the depths of the respective gravity pipes. The manholes are constructed of precast concrete and are lined with IET polymer or bitumastic coating. During the site visit 104 of the 527 manholes of the system were inspected. The inspections consisted of a visual inspection of the cover, rim and well. A summary of the inspection results is presented in Schedule 3 -1 and Appendix B provides the detailed inspection forms. The manhole condition was evenly dispersed throughout the service area with the exception of Orange Tree and Valencia Lake where almost every manhole inspected had significant issues. The most common reasons the manholes were classified into the red condition are presence of liner cracking, infiltration, excessive amount of sludge, grease and sand, and broken rings. Table 3 -2 presents a summary of the condition of the manholes inspected. Figure 3 -2 presents the location of all system manholes and the condition assessment. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -3 Packet Page -2991- " TETRA TECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 3 -2 Manhole Condition Assessment 3.4 PUMP STATIONS AND FORCE MAINS Following the collection of wastewater by the gravity mains, the wastewater flows to individual pump stations serving a specific collection system. There are a total of 23 pump stations owned by OTU in the service area. There are also pump stations at each of the two schools. However, they are not a part of the OTU system and are not expected to be transferred to the County. The pump station inspections consisted of a review of the pump station site, valve box and wet well. For each pump station the pumps were operated to ensure functionality. Schedule 3 -2 provides a summary of the pump stations and their condition also shown in Figure 3 -3. Detailed inspection forms are included in Appendix C. It should be noted that the manufacturer and motor horsepower data were obtained from information located in the control panels and may not be accurate. Overall the condition of the pump stations ranged from yellow to red. Issues noted were as minor as a missing vent cap to more severe such as evidence of wetwell surcharge and sewer overflows. In some cases access to the pump station itself was difficult due to over grown vegetation. All pump stations are connected to the system's Mission SCADA system in an alarm capacity only. From the 23 pump stations inspected 6 are in red condition as detailed further below. • WW #1: Located on Mystic River Drive and installed in 1996, it has two submersible ABS pumps with 7.5 hp motors each and three -phase power. At the time of the inspection Pump #2 appeared to be clogged and was not operational. The control panel is in good condition. The wet well is 6 feet diameter and 16 feet deep, and needs a new coating. • WW #3: Is a submersible LS installed in 2001, with two ABS 5 hp motor pumps. The site needs extensive landscaping maintenance. The control panel is in good condition. The 8 feet diameter and 19 feet deep wet well needs a new coating. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -4 Packet Page -2992- ® TETRATECH 120613 r -44, w f , a. SST - x +1 his * 10 _ in y i 2N IS qi9I 3N 14trJ7 r = x,�.+.x �n,� � °• • N ;!� � t�f3 arm g F r : .ii��..- --:mot. �.� .` �,�• �+"'�� ` ��`r'ao� i� s a t' •" x a• .. �o Idbi AL r � 71 k. � aJ 1��e", �• ty Ac�p� -,�. 0r. d,..r '�,.*•t rr ,P "ice . e • • • Aft d 5, c b t . L, 1`.L•:.._. , i,:- _ . .tc' � `31'�t75�i71_' ^� �• �y�ex� �/' i7f-S"�"'� Ae "o'.Nc y, „, T - .y,t �p '�;�' � ^�- .a>.�r;.,w - ^, r., -per k•*t'°'�,... .�.t® W6 r 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report • OT #1: Located between Ruby Red Drive and Orange Grove Trail, and installed in 1987 with two submersible ABS pumps with 7.6 hp single phase motors. The site is overgrown with trees and needs extensive landscaping maintenance. The control panel shows corrosion therefore a new panel is required. The wet well is 6 feet diameter and 24 feet deep, and needs a new coating. • TE #1: Is a submersible LS installed in 1997, with two Flygt 5 hp pumps model No. 3102. There is no direct access to the site and the control panel is in fair condition. The valve box needs to be cleaned and the wetwell needs a recoating. • TE #5: Located at Bramble Court, and installed in 2006 with two ABS submersible pumps with 3.5 hp motors and three -phase power. The general condition is fair and needs extensive landscaping maintenance (bushes blocking access gate). The wet well is 8 feet diameter and 14 feet deep, and needs a new coating. Sewage was observed on ground around the wet well which evidences recently SSO events. • TE #6: It is a submersible master pump station installed in 2010 and receives flows from TE#4, TE #5, TE #6, TE #7, TE #8, TE #9, TE #10. It is located at the end of Bramble Court and has two 33.5 motor hp pumps. The site needs extensive landscaping maintenance due to overgrown vegetation and weeds. The pump guide rails are missing on Pump #2 and on Pump #1 the guide rails are set 5 feet below the lid. The control panel is located too close to the fence and should be relocated. The generator receptacle is located on the wrong side of the panel and is not accessible. The wet well is 10 feet diameter and 16 feet deep appears to be in good condition however some corrosion was observed on the wet well piping. Although the well and vault appear to be sized for 10 inch piping, a 4 inch pipe is currently installed. The remaining 17 pump stations are in yellow condition. Table 3 -3 presents a summary of the condition of the pump stations. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -7 Packet Page -2995- DTETRATEGH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 3 -3 Pump Stations Condition Assessment Force mains in the system are constructed of PVC and range in size from 4 to 16 inches in diameter. Generally the force mains manifold together on Oil Well Road before entering the WWTP site. Accurate information on the configuration of this manifold system is not available at this time; however, it is possible the force mains along Oil Well road can be overloaded during peak flows. The Twin Eagles Wastewater System Survey (Johnson Engineering, June 2013) identifies 8 lift stations within TE that encroach upon private property or have no apparent easement. It is possible that this condition exists for other lift stations in the service area and may also extend to manholes and piping in the collection system. 3.5 WASTEWATER TREATMENT PLANT /EFFLUENT DISPOSAL The WWTP facilities at the site include an old concrete modular WWTP and a new facility constructed of bolted steel tanks. The WWTP is permitted for a capacity of 0.75 MGD although it its original design was for 1.1 MGD. The old concrete WWTP is no longer being used with the exception of one basin that is used as a holding tank. The remaining parts of the old facility are dilapidated and require removal. Schedule 3 -3 at the end of this section presents a listing and description of the major equipment at the WWTP. Specific details of the equipment are presented in Appendix D. 3.5.1 WWTP The new WWTP consists of grit removal, flow equalization and two process trains consisting of aeration, clarification and filtration. The majority of the structures are glass fused steel tanks with the exception of the filters which are steel package units and the sludge holding tank which is one of the concrete basins in the old WWTP. Given the age of the new facilities most major process components are considered to be in green condition. There are two grit screens at the head of the WWTP, mounted on a concrete block structure. Grit removed by the screens is collected by hoppers located at the base of the structure. One ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -8 Packet Page -2996- NTETRA TECH 120613 7/7/2015 W.E. Collier County Orange Tree Utilities Due Diligence Report screen was installed with the new WWTP and the second screen was relocated from the old WWTP. After screening, the influent flows to an aerated flow equalization basin. The basin itself was originally the digester for the old plant that was retro -fitted for flow equalization. Two external pumps transfer the wastewater from flow equalization to the aeration basins. The aeration basins use diffused air for aeration of the mixed liquor prior to clarification. The clarifier effluent flows to the disk filter units and then to disinfection. Sludge from the clarifier is removed by two RAS/WAS located adjacent to the aeration tanks and pumped to either the aeration basin or sludge digester. There is also a piping provision for the RAS to be discharged to the flow equalization basin. Sodium hypochlorite is used as a disinfectant and is stored in two 800 gallon polyethylene tanks that are located in a covered concrete block structure. There is sufficient containment around the bulk storage tank to contain spills. The chlorine contact basin is a cast in place structure. A newly constructed concrete block building houses three centrifugal blowers, hypochlorite feed pumps and the WWTP motor control center. Three percolation ponds comprise the effluent disposal for the WWTP. The ponds were observed to have a significant amount of vegetation and standing water was apparent in two of the three ponds. Sludge generated by the treatment process is periodically pumped to the sludge holding tank. The basin is contained within the old concrete WWTP structure and, while in operable condition, is clearly beyond its useful life. The sludge is aerated by a floating aerator. 3.5.2 Miscellaneous There are two generators on the WWTP site one, a Cummins 125 kW unit, was installed with the original plant and the newer generator is a Cummins 400 kW unit. Both generators are equipped with base mounted diesel fuel tanks. Operation of the new generator was witnessed by the inspection team; however, the automatic transfer switched was not tested. The team was informed that the batteries were not charged on the old unit and therefore it could not be operated. According to OTU the 400kW generator is sufficient to meet the facility's standby power requirements. As with the WTP the SCADA system only allows for notification in the event of pump failure. The TETRA TECH ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -9 120613 Packet Page -2997- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report majority of the plant is operated manually. Given that the facility is recently constructed, the electrical system is in good shape. 3.6 IRRIGATION /RECLAIMED WATER SYSTEM There are a series of irrigation systems in the OTU service area that are not a part of the transfer to the County. In addition records from the County GIS department indicate the presence of reclaimed water lines in the OBR development. Since the utility does not provide public access reclaimed water, the reclaimed pipe is assumed to be dry lines that are not currently in service. As the transfer of the OTU system to the County proceeds, care should be taken to clearly identify those lines that are installed for future reclaimed water service and those lines that comprise non - utility related irrigation system. 3.7 WASTEWATER FLOWS The historic wastewater flows for the OTU WWTP from January 2011 to June 2013 as reported in the discharge monitoring reports, and the projected wastewater flows through year 2018 are summarized in Table 3 -4. The wastewater flows for the OTU service area follow a slight seasonal trend with the highest flows occurring during the late summer months. Table 3 -4 Historical and Projected Wastewater Flows Source FDEP Discharge Monitoring Reports (1) Date through June 2013 (2) Estimated from the percent service area growth presented in Table 1 -1 (3) Average of previous years The annual average daily flows have slightly increased over the past two years ranging from 0.368 MGD to 0.429 MGD. The maximum three month average daily flow (MTMADF) has also ® TETRA TECH ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -10 120613 Packet Page -2998- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report gradually increased, ranging from 0.394 MGD to 0.410 MGD. Using the 2012 year end estimated ERUs of 2,197, the average flow per ERU is 171.6 gpd which is greater than the per ERU water usage for the same time period. This may be indicative of excessive inflow /infiltration in the system or possibly meter reading inaccuracies at the water and wastewater treatment plants. Based on the projections in Table 3 -4 the WWTP has sufficient capacity to meet the needs of the service area over the next five years. 3.8 CAPACITY ANALYSIS As mentioned previously the WWTP was originally designed for 1.1 MGD but was ultimately permitted as a 0.75 MGD facility on a maximum 3 month average basis. Table 3 -5 below presents a summary of the major process design parameters and their corresponding supported capacity. Pursuant to FAC Chapter 62- 610.525 the capacity analysis is conducted using class I reliability standards. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -11 Packet Page -2999- DTETRATEC14 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 3 -5 Wastewater Treatment Plant Capacity Analysis Parameters: BOD 225 mg /I Max 3 Mo. /ADF ratio 1.09 MDF /ADF ratio 1.13 Process Class I . .. Component .. Standard Data Supported Criteria AADF Grit Screen Present Multiple Two units Unable to resent determine Flow None 322,670 gal Equalization Aeration Basin Minimum of two 15 lb BOD /d per 326,000 gal each 0.70 MGD with equal 1000 cf volume Clarifiers Multiple Basins; 1,000 gpd /sf 1,038.67 sf each 1.23 MGD Treat 75% of flow with one unit out of service Filters Multiple Units; 6 gpm /sf 215.3 sf each 2.39 MGD Treat 75% of flow with one unit out of service Blowers Multiple Units; F Eq: 1.25 Three at 1250 0.83 MGD Meet design cfm /1,000 gal cfm each requirements Aeration: 2050 cf with largest unit per lb BOD(') out of service Chlorine Multiple Units; 15 min contact Four basins at 1.26 MGD Contact Treat 50% of time at peak flow 4,950 gal. each flow with one unit out of service ' Per Ten States Standards for Extended Aeration Based on the above table the facility is capable of treating 0.70 MGD on an annual average basis. With the addition of another aeration basin and blower, the capacity could be increased to 1.1 to 1.2 MGD. Although it should be noted that the effluent disposal ponds are limited to 1.1 MGD in the current FDEP operating permit. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -12 Packet Page -3000- TETRA TECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 3.9 CONDITION SUMMARY Due to the fact that the majority of the WWTP was recently constructed most of the facilities are considered to be in green condition. Table 3 -6 provides a summary of the condition of the major Wastewater System components. Table 3 -6 Wastewater System Condition Assessment In addition, the inspections and data indicate that there are at least eight encroachments of utility lift stations on private property. This issue may also extend to other lift stations as well as piping and manholes in the collection system. ATW /AB /sma /reports /section 3.docx Tt #200 - 08486 -13010 3 -13 Packet Page -3001- TETRATECH �� 120613 Component Pretreatment Yellow Flow Equalization and Pumps Green Aeration Basins Green Clarifiers Green RAS/WAS Pumps Green Blowers Green Hypochlorite System Green Filters Green Chlorine Contact Basin Green Aerobic Digesters Yellow Blowers Green Building Green Generator new Green Generator (old) Red (not required for plant operation) Percolation Ponds Yellow Plant Pump Station Green Old WWTP Basins (non) functioning Red (not required for plant operation) Effluent Pump Station Green Services and Collection Piping Yellow Manholes Green to Red Pump Stations Yellow to Red Force Mains Yellow In addition, the inspections and data indicate that there are at least eight encroachments of utility lift stations on private property. This issue may also extend to other lift stations as well as piping and manholes in the collection system. 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I ype b. Number a. I ype b. Number c. Dimensions d. Volume a. I ype b. Number c. Capacity d. Motor a. I ype b. Number c. Dimensions d. Volume a. Type b. Number c. Dimensions d. Volume Schedule 3 -3 Orange Tree Utilities Wastewater Treatment Plant Listing of Major Equipment a. I yp e b. Number c. Capacity d. Motor 7. Blowers a. Type b. Number c. Capacity d. Motor 8. Filters a. Type b. Number 9. Hypochlonte System a. Bulk Storage b. Feed Pumps i. Type ii. Number ATW /AB /Isc /reports /schedule 3- 3.docx Tt #200 - 08486 -13010 3 -18 Hycor Static Screen Two, 1 new, 1 previous 0 Glass fused to Steel w/ diffused air One 61.54' D x 14.68' H 357,000 gal ABS Two Unknown 6.2 h Glass fused to Steel w/ diffused air Two 61.54' D x 14.68' H 326,000 gal Glass fused to Steel Two 36.37' D x 14.68' H 114, 000 gal ABS Two 740 gpm 4.7 hp Continental, Centrifugal Three Unknown 75 h Aqua Aerobic; Disk Filters Two Two 800 gallon PE tanks Stenner Two Packet Page -3006- 7/7/2015 17.E. OTETRATECH 120613 U Schedule 3 -3 (cont.'d) Orange Tree Utilities Wastewater Treatment Plant Listing of Major Equipment ATW /AB /Isc /reports /schedule 3- 3.docx Tt #200 - 08486 -13010 3 -19 Packet Page -3007- 7/7/2015 17.E. OTETRATECH 120613 Equipment iii. Ca acity . 40 gpd 10 . "CialoHne Contact Basin s,� Vin,.a,.ry, z,N , . a. Type Cast in pla ce concrete b. Number One c. Volume Unknown 1 -1 .x`Generator -new , tip. ,�.k. �. 3s1 1 ,p .,,A� a. Type Cummins b. Size 400 kW c. Fuel Storage Base Mounted Tank .. 12. k }G e n eratar old a. Type Cummins, non-functioning b. Size 400 kW c. Fuel Storage Base Mounted Tank a. Number Three b. Effective Area Unknown a. Type Concrete Basins in old WWTP b. Number Two c. Aerators Floatin d. Aerator Size Not available 15.' Ef dent ?um Station a. Type In round; submersible pumps b. Number Two c. Capacity Unknown d. Motor Unknown ATW /AB /Isc /reports /schedule 3- 3.docx Tt #200 - 08486 -13010 3 -19 Packet Page -3007- 7/7/2015 17.E. OTETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION 4 REGULATORY STATUS 4.1 GENERAL This section presents the regulatory compliance status of the OTU water and wastewater system. The status focuses on the primary regulatory entities for utilities in Florida which include the South Florida Water Management District ( SFWMD), and the Florida Department of Environmental Protection (FDEP). Each regulatory entity was contacted and documentation was received for the 2009 to 2013 timeframe. The documentation included the following: 1. Correspondence between the regulatory agency and Orange Tree, 2. Permits, permit renewal applications and follow up requests for additional information, 3. Compliance inspection documentation, 4. Periodic compliance report documentation including Monthly Operating Reports and Discharge Monitoring Reports. 4.2 WATER REGULATORY COMPLIANCE REVIEW Orange Tree Utilities potable water system is regulated by the South Florida Water Management District ( SFWMD) and the Florida Department of Environmental Protection (FDEP). The following is a description of regulatory requirements for each of the agencies. 4.2.1 South Florida Water Management District 4.2.1.1 Water Use Permit Orange Tree's wells are permitted under SFWMD Water Use Permit number 11- 00419 -W that was issued on August 26, 2013 and expires on August 26, 2018. The current permit and staff report is attached in Appendix E. The Water Use Permit (WUP) limits the total annual water allocation to 333 MG (0.912 MGD) and the maximum month allocation to 33.0332 MG from the Lower Tamiami Aquifer. The WUP has a set of limiting conditions that are fairly typical for WUP's in the region ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -1 Packet Page -3008- TETRA TECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 4.2.1.2 Compliance There was no indication of compliance issues with the WUP conditions or SFWMD rules for the time period reviewed. The utility remains well within the allocation limits of the permits as shown in Table 4 -1. Table 4 -1 Historical Water Usage and Permitted Capacity "' Data for January 2013. Starting August 28 "', 2013 the allocations shall be updated according to the new approved annual allocation of 333 MG. 4.2.1.3 Evaluation Orange Tree is in compliance with the requirements of the SFWMD and has a recently issued WUP. No issues are pending with the District. 4.2.2 Florida Department of Environmental Protection 4.2.2.1 Compliance The water facilities were last inspected by FDEP on March 9, 2012. The Compliance inspection report noted one deficiency that the wells should have a non - threaded, downward facing sampling tap for raw water sample collection, per Florida Administrative Code Rule 62- 55.320(8)(b)2. On April 5, 2012 FDEP confirmed that the deficiencies were corrected. A copy of the 2012 report and subsequent FDEP letter is provided in Appendix F. Orange Tree has historically timely submitted Consumer Confidence Reports, monthly operating reports and bacteriological samples to FDEP. Early in 2011, water quality testing was required O FETR.ATECH ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -2 120613 Packet Page -3009- Annual Annual Percent Max. Max. Month Percent Year Usage Allocation of Allocation of Allocation ,MG MG lisage MG MG 2007 172.42 313 55.1% 12.97 37.74 34.4% 2008 156.73 313 50.1% 13.61 37.74 36.1% 2009 171.15 313 54.7% 14.49 37.74 38.4% 2010 179.44 313 57.3% 14.89 37.74 39.5% 2011 168.29 313 53.8% 13.21 37.74 35.0% 2012 163.46 313 52.2% 14.53 37.74 38.5% 2013 182.52 313 58.3% 22.56 37.74 59.7% "' Data for January 2013. Starting August 28 "', 2013 the allocations shall be updated according to the new approved annual allocation of 333 MG. 4.2.1.3 Evaluation Orange Tree is in compliance with the requirements of the SFWMD and has a recently issued WUP. No issues are pending with the District. 4.2.2 Florida Department of Environmental Protection 4.2.2.1 Compliance The water facilities were last inspected by FDEP on March 9, 2012. The Compliance inspection report noted one deficiency that the wells should have a non - threaded, downward facing sampling tap for raw water sample collection, per Florida Administrative Code Rule 62- 55.320(8)(b)2. On April 5, 2012 FDEP confirmed that the deficiencies were corrected. A copy of the 2012 report and subsequent FDEP letter is provided in Appendix F. Orange Tree has historically timely submitted Consumer Confidence Reports, monthly operating reports and bacteriological samples to FDEP. Early in 2011, water quality testing was required O FETR.ATECH ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -2 120613 Packet Page -3009- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report I or VOCs, 11 HMs, Radiologicals, SOCs and asbestos. In December 2011 the FDEP sent a letter explaining that the Department will not require Orange Tree Utility water system to perform monitoring for a second set of SOCs during the 2011 calendar year. A Sanitary Survey was conducted by FDEP in August of 2010. The survey indicates that overall the WTP is in compliance with the requirements of FDEP. There was one comment on the Sanitary Survey indicating that one of the water supply wells was located adjacent to a wastewater pond. It is assumed that the wastewater pond in question is an effluent disposal pond for the wastewater treatment plant which is collocated with the WTP. FDEP recommended abandoning the well, but does not explicitly state it as a compliance issue. In 2010 Orange Tree entered into a Short Form Consent Order with FDEP regarding a water main relocation project along Oil Well Road. From a review of the data FDEP found significant construction deviations in the field from what was shown on the permitted drawings. It appears from the documentation that the deviations were not properly addressed with a modification to the original permit and resulted in a consent order. Orange Tree was fined $1,000 and the case was closed when the line was cleared for service in June of 2010. Two other applications were issued to the FDEP for construction or improvements at the water treatment plant. Permit No. 309570 - 001 -DS for construction of new wells and raw water lines was issued on February 7, 2012, and a completion certification for the construction was issued on April 12, 2012. A second application was submitted on July 24, 2012 for improvements to the distribution system, and the certification of completion was issued on March 14, 2013 under Permit No. 312799 - 001 -DSGP. 4.2.2.2 Evaluation According to the records gathered and additional confirmation with FDEP staff, Orange Tree appears to be in compliance with the rules and requirements of FDEP. No violations or documentation is pending with the agency. The next corresponding inspection will be the Sanitary Survey Inspection which will be performed in 2013. Notation is made to further investigate the proximity of the water supply wells to any wastewater disposal ponds on -site. ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -3 Packet Page -3010- ® TETRATECH 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 4.3 WASTEWATER REGULATORY COMPLIANCE REVIEW The FDEP is the entity responsible for designing, planning, constructing, financing, operating, and maintaining wastewater treatment plants. Below is a description of the status of OTU's wastewater system related to the FDEP regulations. 4.3.1 Florida Department of Environmental Protection The Orange Tree wastewater treatment plant (WWTP) operates under FDEP permit number FLA014165, issued on March 26, 2012 and expiring on March 25, 2017. The permit includes a substantial modification that expands the permitted capacity to 0.75 MGD. A copy of the permit is shown in Appendix G. The permit contains the typical requirements for effluent discharge, residuals and ground water monitoring. The WWTP has consistently met the effluent requirements of the permit with the exception of effluent total nitrogen for which there has been three exceedances in the past three years. 4.3.1.1 Compliance A wastewater Compliance Inspection was completed by FDEP in April of 2011. The inspection found numerous compliance issues including: • Not having required, up -to -date records on site, • Not meeting the permit schedule (see above), • Problems with the clarifier skimmer and weirs, and • Disposal ponds overgrown and not properly rotated. Many other compliance issues in the inspection report focused on the timely completion of the WWTP expansion which has been since resolved. A copy of the Compliance Inspection report is also presented in Appendix G. Although a response letter from Orange Tree addressing these issues was not received, it can be assumed these issues were resolved prior to issuance of the current permit. ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -4 Packet Page -3011- TETRATECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 4.3.1.2 Evaluation The Compliance Inspection revealed that records were missing or out of date and routine maintenance such as cleaning clarifier weirs and disking pond bottoms have not been performed. These items have been corrected as part of the recent permit renewal. ATW /AB /sma /reports /section 4.docx Tt #200 - 08486 -13010 4 -5 Packet Page -3012- aTETRA TECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION 5 SYSTEM COST REQUIREMENTS 5.1 GENERAL Cost Requirements for the OTU system include all items necessary to bring the system up to sustainable operation. Cost requirements are separated into near term and long term improvements. Near term improvements, correct system deficiencies, increase system safety and security, and improve operations. Generally, conditions identified as red are short term projects that are anticipated to be initiated immediately upon transfer of ownership and be completed within two years. Assets in yellow condition are assumed to be addressed and budgeted as part of the overall maintenance activities of the utility. Long term projects address gradual improvements to bring the OTU assets up to County standards and are scheduled for completion in the three to five year planning horizon. Projects that are involved with integrating the OTU service area with the County's regional system will be addressed as a separate effort. Estimates provided are in 2013 dollars and are derived from historical bid forms, estimates from vendors and cost estimating references such of Means Construction Costs. All estimates are inclusive of contractors' overhead and profit and technical services. The estimates are adjusted by a contingency factor of 20% to account for unknown conditions and fluctuations in the procurement process. The cost requirements do not include liabilities that are expected to exist, but cannot be quantified without further investigation. These liabilities include: • Environmental cleanup at the utility site. • Asset encroachment on private property and other property issues other than those identified herein. • Repairs and replacements required to addressed inflow and infiltration. ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -1 Packet Page -3013- TETRATECM �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 5.2 SHORT TERM COST REQUIREMENTS 5.2.1 Utility Site The utility site on which the WTP and WWTP are located has a number of environmental and security concerns. The next steps to address the environmental concerns are to conduct a formal phase 1 and phase 2 environmental site assessments (ESA). This document assumes a phase 1 ESA will be performed by OTU prior to transfer to the County. An estimate for a Phase 2 ESA is budgeted, however, there may be additional costs associated with any remediation recommended as a result of the assessment. A cost of $15,000 is estimated to complete a Phase 2 ESA for the utility parcel. If other fee simple parcels are to be transferred other than the utility site that will transfer to the County, additional Phase 2 ESA costs may be required. Site security is in red condition as most of the County's current security requirements are not present at the site. It is recommended to increase site security by replacing approximately 50% of the site fencing, installing a CCTV system, remote monitoring and other improvements. A total amount of $55,000 is estimated to install an access control system, equip the site with three video cameras and connect site security to the County system. An additional $89,600 is budgeted to replace and /or upgrade the utility site fencing. 5.2.2 Water Treatment Plant The condition of the WTP components is either yellow or red. Specifically red conditions were observed in the chemical feed facilities, process building, auxiliary power systems and fuel storage. In addition the firm capacity of the high service pumps is below the calculated peak flows for the service area. Given the poor condition of the WTP and the proximity of County water lines to the Orange Tree service area it is recommended to decommission the WTP within five years of acquisition. The cost requirements; therefore are limited to those items that will address the immediate, red condition items over the short term and do not include expansions to meet future growth. Table 5 -1 presents the components of the WTP requiring corrective action and the opinion of probable cost to correct. O TETRATECti ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -2 120613 Packet Page -3014- 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 5 -1 Water Treatment Plant Red Condition Cost Requirements oComponent Condition Corrective Action Opinion Probable Chemical Feed . No storage • Provide $40,000 Systems containment containment using Acid . Improperly suitable materials Anti - scalant mounted pumps • Replace and repipe Corrosion Inhibitor . No safety chemical fee pumps equipment • Provide safety equipment and proper chemical labeling Water Treatment Significant corrosion Initiate a formal $ 70,000 Plant Process observed on the wall building inspection Building and roof including structural and electrical areas. Budgeting includes a replacement of the building exterior. High Service Pumps Firm capacity is less Install replacement $275,000 than calculated peak pumps to achieve a hour flow. peak hour flow of 1,100 gpm. Estimate based on a skid mounted unit with three pumps at 550 gpm each. Fuel Storage No containment for Replace existing fuel $70,000 the fire pump or storage with a Convault auxiliary generator tank. storage Generator Only manual Replace with a new 30 $125,000 operation limited kW generator with functionality automatic transfer switch. WTP Meter WTP flow is less than Re- inspect and $1,000 what is reported as calibrate meter billed flows. $581,000 5.2.3 Wastewater Collection and Transmission System Approximately 40% of the manholes inspected are in red condition and 33.6% are in yellow condition. Assuming these ratios apply to the broader population of manholes, 213 are in red condition and 177 are in yellow condition. ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -3 Packet Page -3015- OTETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Although there are cost requirement variations in the manholes with a red condition, generally they require cleaning, relining and grouting of cracks in the ring. An estimated amount of $3,800 per manhole will allow for the cleaning, grouting and relining of the manholes for a total cost of $809,400. Given the magnitude of the manhole rehabilitation cost requirement the project may extend beyond the two year short term completion period as funds are available. Six of the 23 pump stations are in red condition Table 5 -2 below presents the corrective actions for each and the opinion of probable cost to correct. Table 5 -2 Red Condition Pump Station Cost Requirements Pmmp Opinion Station Condition .... Number WW #1 . One pump not operational • Replace pump $57,500 • Wetwell coating failing • Reline wetwell WW #3 . Poor site work/landscaping • Landscaping /site $18,800 • Wetwell coating failing • Reline wetwell OT #1 • Poor site work/landscaping • Landscaping /site $34,600 • Wetwell coating failing • Reline wetwell • Control panel corroded • Replace control panel TE #1 . Poor access • Reline wetwell $22,000 • Wetwell coating failing • Replace control panel • Control panel corroded TE #5 . Poor site work/landscaping • Landscaping /site $16,000 * Wetwell coating failing • Reline wetwell • Signs of recent SSO • Further testing regarding overflow TE #6 . Poor site work /landscaping • Landscaping /site $65,600 • Wetwell coating failing • Reline wetwell . Missing guide rails • Replace guide rails and • Access problems to control control panels panel • Install 10" discharge piping • Undersized discharge piping • $214,500 ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -4 Packet Page -3016- QTETR TE: H 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report in addition, the Twin Eagles Wastewater System Survey (Johnson Engineering, ,tune 2013) identified encroachment of 8 pump stations in Twin Eagles on private property. The survey also found two pump stations (TE # 5 and TE # 11) are apparently not located in a recorded utility easement. An amount of $4,500 per site is estimated to prepare an easement agreement, prepare a sketch of the easement description, and record the new easement for a total estimate of $36,000. Finally a comparison of water demands and wastewater flows indicate that there may be significant inflow /infiltration in the collection system. However, the apparent inaccuracies of the WTP discharge meter may be contributing to the difference. A desktop 1/1 study with limited inspections is budgeted to determine if there is significant 1/1 that should be addressed in more detail. 5.2.4 Wastewater Treatment Plant/Effluent Disposal Given the relative recent construction of the majority of the WWTP, few cost requirements were identified. The sludge holding tank that was a part of the old WWTP is the only item identified as red; however, in the short term it is likely to continue functioning. This basin should be scheduled for replacement with a similar sized steel or concrete tank when the WWTP is expanded. A $50,000 allowance is budgeted to address miscellaneous short term projects on the WWTP. 5.2.5 Monitoring System Installation of County standard monitoring equipment at each pump station and the WWTP is expected to occur over time as part of the long term projects. However, the initial integration of the existing Mission Control system is required in the short term to allow for at least minimal remote monitoring in the first few years. The estimated cost of integration is $25,000. Given the limit useful life of the WTP no monitoring and control improvements are expected beyond integrating the Mission system. 5.2.6 Summary of Short Term Cost Requirements Table 5 -3 below summarizes the short term cost requirements for OTU. ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -5 Packet Page -3017- TETRA TECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report Table 5 -3 Summary of Short Term Cost Requirements Phase 2 ESA $ 15,000 Site Security $55,000 Site Fencing $ 89,600 WTP projects $581,000 Manhole repair $809,400 Pump Station Condition $214,500 Pump Station Encroachment $36,000 WWTP Allowance $50,000 1/1 Study $50,000 Monitorin System $25,000 • Mi $1,925,500 5.3 LONG TERM COST REQUIREMENTS 5.3.1 Water Transmission /Distribution System Limited investigation was performed on the water transmission /distribution system. However, general observations during the inspections revealed that many backflow preventers (BFPs) were in poor condition. A complete investigation of the BFPs is recommended. For purposes of this report it is assumed that the BFP on services greater than 2" are acceptable. Replacement or installation of reduced pressure BFPs on 1,988 small (2" or less) services is budgeted as part of this report. The total estimated cost is $944,300. 5.3.2 Wastewater Collection and Transmission System Continued improvements to the system pump stations as noted in Table 5 -4 below: Table 5 -4 Pump Station Long Term Cost Requirements ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -6 Packet Page -3018- TETRATECM 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 5.3.3 Wastewater Treatment Plant Long term improvements to the WWTP focus on installing SCADA improvements that include: • Remote telemetry, • On -site computer running GE Proficy with basic graphic overviews and alarming capability, • Integration of graphics and alarms to another monitoring facility • Install Allen - Bradley ControlLogix PLCs, The total estimate for these improvements is $140,000. 5.3.4 Summary of Long Term Cost Requirements Table 5 -5 below summarizes the long term cost requirements. Table 5 -5 Summary of Long Term Cost Requirements ATW /AB /sma /reports /section 5.docx Tt #200 - 08486 -13010 5 -7 Packet Page -3019- TETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report SECTION V FINDINGS Tetra Tech has performed a due diligence investigation on the OTU water and wastewater system in anticipation of its transfer to County ownership. The investigation has been limited to the information gathered to date and the inspections conducted with County staff. OTU has not been forthcoming with data regarding the system including record drawings, O &M records and equipment information. As additional information does become available the findings presented herein may change. Based on the review presented herein and the information provided to date, Tetra Tech makes the following findings with respect to Orange Tree Utilities; 1. OTU is currently in compliance with the requirements of FDEP and SFWMD. However, given the poor condition of the WTP, subsequent inspections by FDEP may yield significant compliance issues. (Ref. Sections 4.2.1.3, 4.2.2.2, and 4.3.1.2) 2. The water treatment plant has several deficiencies that require corrective action in the short term. These deficiencies include lack of safe chemical feed facilities, insufficient high service pumping, inadequate auxiliary power and fuel containment and a building that requires rehabilitation. (Ref. Section 2.4, and 2.9) 3. The lack of high service pumping capacity and significant auxiliary power coupled with comments that electrical service is spotty in the area, all point to the potential for low pressure problems in the system. In addition, the auxiliary power system does not appear to be in any condition to keep the WTP functioning during an extended power outage. (Ref. Section 2.4, an 2.9) 4. Based on population projections contained within the WUP, the water supply and treatment facilities are sized to meet the demands of the service area through 2016. By year end 2017 the facilities will be operating at capacity and additional facilities or an interconnection to the County's regional system will be required.(Ref. Section 2.7, and 2.9) ATW /AB /sma /reports /section 6.docx Tt #200 - 08486 -13010 6 -1 Packet Page -3020- TETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report 5. The only means of concentrate disposal is through irrigation at the nearby Valencia Golf and Country Club. (Ref. Section 2.4.1) 6. The wastewater treatment facilities have sufficient capacity to meet the projected wastewater flows generated by the service area beyond the next five years. (Ref. Section 3.7) 7. The majority of the wastewater treatment plant is recently constructed and has no observed deficiencies. (Ref. Section 3.5, and 3.9) 8. The site inspections and a review of available documents indicate that a. There are independent irrigation systems in at least the Twin Eagles development. b. There is a dry line reclaimed water system in the OBR development As the transfer continues forward, these assets should be thoroughly identified. (Ref Section 3.6) 9. Six of the 23 lift stations and 40% of the manholes inspected have deficiencies that require immediate corrective action. (Ref. Section 3.3, and 3.4) 10. Cost requirements identified for the OTU system are broken down into short term requirements (1 - 2 years) that address immediate deficiencies and safety concerns; and long term requirements (3 — 5 years) that improve upon the operation of the utility and bring the infrastructure up to County standards. These cost requirements are necessary for sustainable operations of the utility assets. In the event portions of the system are decommissioned the total cost requirements would be less. A total of $ 1,925,500 short term and $1,373,100 long term cost requirements have been identified to date. (Ref. Section 5) 11. Additional cost requirements may exist but have not been quantified at this time due to lack of access to data and facilities, and limitations in scope and schedule. These liabilities are expected to exist but cannot be quantified in ATW /AB /sma /reports /section 6.docx Tt #200 - 08486 -13010 6 -2 Packet Page -3021- DTETRATECH 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report any meaningful way without further investigation. Potential additional cost requirements include: a. Encroachment of utility assets on private property. (Ref. Section 3.4) b. Environmental clean -up activities at the utility site. (Ref. Section 2.2) c. Repairs and replacements required to address inflow and infiltration in the wastewater collection system. (Ref. Section 3.7) Based on these findings and the work performed to date Tetra Tech makes the following recommendations for County consideration. 1. Given the WTP's poor condition, marginal auxiliary power and limited high service capacity it is recommended the WTP be decommissioned in the short term and integrated with the County's regional system. 2. Due to the critical nature of concentrate disposal to the water treatment facility's operations, it is recommended the County fully investigate the concentrate discharge location. Even with short term operations of the WTP a robust agreement between the County and the receiving parties is recommended to secure continuing operation of the WTP. 3. The nature and extent of the reclaimed system in OBR and the non - potable system in TE should be thoroughly detailed and made a part of, or excluded from, the transfer agreement as necessary. 4. The following actions are recommended to improve the County's understanding of the OTU system dependent upon OTU's representatives allowing additional inspection and testing on the system. a. Hydrant flow testing and pressure logging to identify low pressure areas in the water system. b. Comprehensive inspections of the hydrants, customer meters and backflow preventers in the system. C. Review of record drawings, equipment data and additional information from OTU that has not been provided to date. ATW /AB /sma /reports /section 6.docx Tt #200 - 08486 -13010 6 -3 Packet Page -3022- �'�...� TETRATECH �� 120613 7/7/2015 17.E. Collier County Orange Tree Utilities Due Diligence Report d. Hydraulic evaluation of the O T U force main system. e. Desktop inflow /infiltration study to identify areas in the wastewater collection system that may require rehabilitation. f. A Phase 1 Environmental Site Assessment on the utility site and any other fee simple properties that may be transferred to County ownership. g. Desktop and field verification of potential encroachments of assets onto private property. ATW /AB /sma /reports /section 6.docx Tt #200 - 08486 -13010 6 -4 Packet Page -3023- NTETRATECH 120613 Tetra Tech, Inc. 201 E. Pine Street, Suite 1000 Orlando, Florida 32801 407.839.3955 phone 407.839.3790 fax www.tetratech.com Packet Page -3024- 7/7/2015 17.E. 7/7/2015 17.E. TwinEagles Homeowners Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239 -262 -1396 Office 239 -262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of TwinEagles HOA, are in fiill support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors TwinEagles HOA Packet Page -3025- 7/7/2015 17.E. Bramble Pointe at TwinEagles Homeowners Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239- 262 -1396 Office 239 -262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of Bramble Pointe at TwinEagles HOA, are in frill support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors Bramble Pointe at TwinEagles HOA Packet Page -3026- 7/7/2015 17.E. Hollybrook at TwinEagles Homeowners Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239- 262 -1396 Office 239 -262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of Hollybrook at TwinEagles HOA, are in fiill support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors Hollybrook at TtvinEagles HOA Packet Page -3027- 7/7/2015 17.E. Wicklow at TwinEagles Homeowners Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239 -262 -1396 Office 239 - 262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of Wicklow at TwinEagles HOA, are in full support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors Wicklow at TwinEagles HOA Packet Page -3028- 7/7/2015 17.E. Wisteria at TwinEagles Homeowners- Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239- 262 -1396 Office 239 - 262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of Wisteria at TwinEagles HOA, are in fill support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors Wisteria at TwinEagles HOA Packet Page -3029- 7/7/2015 17.E. Lockford at TwinEagles Homeowners Association, Inc. C/o KEB Management Services 6017 Pine Ridge Rd. #262 Naples, FL 34119 239 - 262 -1396 Office 239 - 262 -5947 Fax March 14, 2013 Collier County Board of Commissioners 3339 Tamiami Trail E. Naples, FL 34112 -5361 Dear Collier County Board of Commissioners: We, the residents of Lockford at TwinEagles HOA, are in firll support of Collier County Public Utilities Division taking over the operations of Orange Tree Utilities. The residents look forward to this positive change. Thank you for your consideration of approval on this matter. Sincerely, Ken Bloom on behalf of Board of Directors Lockford at TwinEagles HOA Packet Page -3030- 7/7/2015 17.E. 220 )) Wednesday, June 10, 2015 )) NAPLES DAILY NEWS NOTICE OF PUBLIC HEARING NOTICE OF INTENT TO CONSIDER RESOLUTION TO DETERMINE WHETHER THE INTEGRATION OF THE ASSETS OF ORANGE TREE UTILITY CO. INTO THE COLLIER COUNTY WATER -SEWER DISTRICT, LOCATED IN COLLIER COUNTY, FLORIDA, AND IMPLEMENTATION OF COUNTY RATES 15 IN THE PUBLIC INTEREST; TO ESTABLISH RATES AND CHARGES AND. MODIFY THE SERVICE AREA OF THE COLLIER COUNTY WATER -SEWER DISTRICT. 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 announces a public hearing to which all interested persons are invited. Such public hearing will be held to determine whether the integration of the water and wastewater assets of Orange Tree Utility Co. located in Collier County, Florida into the Collier County Water -Sewer District (CCWSD) and the implementation of County water and wastewater rates and charges is in the public interest. The Board also will consider modifications of the service area of the District to include all unincorporated areas of the County not lying within the. service areas of the Immokalee Water and Sewer District, the City of Marco Island, the City of Naples, the area known as Golden Gate currently served by the Florida Governmental Utility Authority,' the boundaries of Everglades City and areas authorized by the Collier- County Water -Sewer Regulatory Authority to be served by third parties. The public hearing will be on June 23, 2015, commencing at 9:00 a.m., at the Board of County Commissioner Chambers at the Collier County Government Center, 3299 Tamiami Trail East, 3rd Floor, Naples, Florida 34112. The rates and charges which will be effective for services provided on the date the County assumes ownership of the Orange Tree Utility Co. facilities are as follows: Rates Effective 10/1/15 Orange Tree CCWSD TGAL Water Base Charge /month $15.29 $20.18 Water Volume Charge[TGAL $ 4.14 S 2.77 Block 1 0-5 $ 4.17 Block 2 6 -10 $ 5.54 Block 3 11 -20 $ 6:92 Block 4 21 -30 $ 8.30 Block 5 31 -50 $11.07 Block 6 50 Wastewater Base Chargelmonth $ 14.60 $30.83 Wastewater Volume Charge /month $ 3.71 $ 4.34 All remaining rates and charges authorized by the CCWSD Uniform Billing, Operating and Regulatory standards Ordinance No. 2001 -73, as amended, also shall be applied by CCWSD upon assuming ownership. A copy of the proposed Resolution is on file with the Clerk to the Board and is available for inspection at the Collier County Government Center. All residents of the County including customers of Orange Tree Utility Co. and the Collier County Water -Sewer District, affected property owners, tenants or occupants, and all other interested persons, shall have an opportunity to be heard. All such persons shall also be entitled to file written comments with the County. If a person decides to appeal any decision made by the County with respect to any matter considered at the hearing, such person will need a record of the proceedings and may need to ensure that a verbatim record is made, including the testimony and evidence upon which the appeal is to be made. In accordance with the Americans with Disabilities, Act, persons needing special accommodations or an interpreter to participate in this proceeding should contact the Collier County Facilities Management Division located at 3335 East Tamiami Trail, Suite 101, Naples, Florida 34112 -5356, (239) 252 -8380, at least three business days prior to the date of the meeting. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA TIM NANCE, CHAIRMAN DWIGHT E. BROCK, CLERK By: Martha Vergara, Deputy Clerk (SEAL) No 2059535_ line 10 R 17 015 03 Packet Page -3031- 4 0 r d We�rssi y,june 17•2015 A fvaP�es, DAILY NEWS p; -i ' NOTICE.OFPUBLICHEActING 146T1[E OF" INTENTTO.CONSIDER RESOLUTION TO DETERMINE, WHETHER THE.,INTEGRATIONOF THE ASSETS OF ORANGE TREE 1. UTILITY CO. INTO THE COLUER'I COUNTY, iWATER -SEWER DISTRICT, LOCATED IN ` COLLIER-COUNTY, FLORIDA„ AND' IMPLEMENTATION" OF COUNTY RATES IS IN THE PUBLIC .INTEREST, TO ESTABLISH AATES AND CHARGES AND MODIFY THE SERVICE AREA OF,7 COLLIER COUNTY WATER SEWER DISTRICT The BoaM'r6f County - Commmsioners{$i Collier Cou Florida as 'the governing body of Collier County and Ex- Officio the governing and of the Col lier •County WaterSewer Drstntt- :announces,d ":ppublic. hearing to which all mterestad' persons are nvited tSuch pWIc,,hearinq will be,hekt:to determine:whethertf e.i sit ration ,of,the water and, wastewater assets of Orarig¢ Tree tftility Co located in Collier [ountY Elorfda jmto ,the Collier ' Caunty;.YVater Sew4f. DistfJct (CCWSD) .and q the 'implementation of Countjl water slid `wastewateslrates and" charges is;.rn the public interest The Board 'also will sconsfder; mofiifiwttons;. of <the service " "area of;:the'. oirtdtr.46�:lfid6dew all -wnincorooieted areasr;af the�SEounty -na['WinaJ , in -the" Govemmenlai,e,tkd Authori4r th r,boundarie5 ofrEverglades t Y and areas Suthorfzed y the o�ierCouifiy fiNaterSewersRegulat .1�AUthoritytto bE served by.ihud pa. fs The public heann'g wdl be on' June 23 015 commenc(hg at 9:00; a.m at ahe,h8nard rvf•; Courtty "_Coinmissione[:`:Khambers? -at the 'Collier County Government Cento 33299 Tami4mi Trap East 3rd F.loorr Na files' Florida3ttf 12 The rates arid, charges which will b$'effective for servkes pp'rov*ded oA,tha date the County assumes ownership of the Orange Tree dtility Co facilitiasa640,nllows. r Rates EffectiviO011L15 •.,:,. _ -Orange Tree :- CCWSD !, - .;JGAL , -Water Base Charggelmonih - 575 29 f20.18 - Water Volume Chargerr.GAL f 4A4 f 2.77 Block 1 ¢S S 4,17'BIock Z -6-10' r '$'S 54 Bind 3 1 ,.a;te20 S 6:92 Block 4 22 S 8 3b Block 5 31450 f "t OTBlock 6; 50 Wastewater RaseChergel th S1460 $3083 , Wastewatei`V.olume C a .r month s -3,71"'A ° $ 4 41 All remaining' rates and charges authorized "b the CCWSD Uniform Billing Operating and Re' 0jatory StagdardrOtdmance N 3001 73, as ahigrSded also shall be applied by C D uporl assurrlrng ovvnershrp ': a A copy of the propose '- xjtesolufion -'Is on f1e with She CleifCSacthe,Bpard and is available for 'inspection •at- the Collies Courn1ttyy Govemmerrt Center. All4esidents of the County including 'customers. of=CMa'nge,Tree Utility Co - and'1he Colller, County , Water-Sewer "District. _: affected property owners, :tenants or occupants, and all other- interested persons, shall have an opportunity to be heard. All such persons,shali' a1*o.be.entitiedto fileiwritten coMments withthe County. . M If a perscn'6ecides to appeal `anytzleeNion'made ' by the County °wit h respect to any matter . considered at; the. hearing; such j person. ;will . need,, a, . record . of ,.the proceedings' and may 'need to ensure that ''a verbatim record is mede,.including the testimony arldrevidence upon which the appeal -u -ta bemade.. K , s7 _ •• - -- ,r Inw'4crordance; WJth ,they }Amedi a.ps with,:Disabilitiesv7jct;,,ors nfsneedingespecial accommodations,or an- Interpreter to participate in this proceeding should contact the Colder .Countyy Facilities Management Division located• at 3335 :East Tamiami Tram Suite , 01, Naples;' Florida 54112-5356, (239) 752.8380, at least three business days prior towe date'df the meeting:`, BOARD OF COUNTY COMMISSIONERS. COLLIER COUNTY, 'FLORIDA - - TIM NANCE "CHAIRMAN . DINIGHTE BROCK.•CLERK B : Martha Vergara Deputy Clerk , t, , 10 June 10 & 17. ?O75No 2054535 Packet Page -3032- 7/7/2015 17.E. w.