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Resolution 1993-179 \. '. , " MAY 4, 1993 WATER FACILITIES LEASE (Blocks E & F, Unit One) THIS LEASE, executed this 7/."..( day of , 1993, by and between the BOARD OF COUNTY COHKISSIO OF COLLIER COUNTY, PLORIDA, AS THE GOVERNING BODY OP COLLIER UNTY, AND AS EX-OPPICIO THE GOVERNING BOARD OP THE COLLIER COUNTY WATER-SEWER DISTRICT, (hereinafter referred to as the "Lessor"), and NORTH NAPLES UTILITIES, INC., a Florida corporation (hereinafter referred to as the "Lessee"), and QUAIL WEST, LTD., a Florida limited partnership, (hereinafter referred to as "Developer"). R E C I TAL S WHEREAS water utility facilities lying in the lands described in Exhibit "A" attached hereto and incorporated herein by virtue of this reference were constructed and installed by Developer, and thereafter conveyed to Lessor by Developer, and the Lessor is now the owner of said facilities; and WHEREAS, the Lessee is the owner of a Water Treatment Plant and has agreed to provide service to QUAIL WEST, Block 0, Unit One, of the Quail West Development (hereinafter "Project") until such time as Lessor desires to provide treatment by means of the Lessor's treatment facilities; and WHEREAS, the Lessee needs to have possession and use of the facilities described in said Exhibit "A" for so long as it is obligated to provide interim treatment service to the Project. WIT N B SSE T H NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto, TEN DOLLARS ($10.00) and other good and valuable consideration exchanged among each of the parties, receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows: 1. RECITALS INCORPORATED. The above recitals are true and correct and shall be incorporated herein. 2. LEASED PROPERTY. The Lessor shall lease to the Lessee all of the utility facilities described herein and located on the lands described in Exhibit A. 3. ~. The terms of the lease shall be ten (10) years. At the end of ten (10) years, the lease shall be automatically renewed for successive five (5) year terms, unless terminated by either party as herein provided. 4. RENT. The Lessee shall pay the Lessor the sum of TEN DOLLARS ($10.00) per year as rent under this Agreement. Rent shall be paid upon submission of a statement by the Lessor to the Lessee, and shall be paid yearly at the offices of the Utility Department of the Lessor. 5. TERMINATION. Notwithstanding any other provisions of the Agreement, th~ parties agree that this lease shall terminate at such time as the Lessor undertakes to provide treatment service for the Project. 6. OPERATION OF TREATMENT FACILITY. During the period of this lease, the Lessee agrees that it or a wholly owned SUbsidiary shall provide treatment services to the Project, provided all initial connection fees and user rates are paid. The Lessee further agrees that so long as it provides such services, it will charge utility rates approved and regulated by the State of Florida Public Service Commission. 7. STANDARD OF MAINTENANCE. Lessee shall maintain all utility facilities, including but not limited to, all transmission, ~OOK 000 PAGl222 QlJOrlesl Bmdy Barnttt ernt" Sun. 300 4501 Tm... T'IiI HOtth 8131282.5959 H.pI... Florida 33940.3060 MAY 4, 1993 collection, distribution and treatment facilities, at standards equal to the maintenance standards for comparable utility facilities maintained by the Lessor. S. FACILITIES TO. BE IN GOOD WORJl:ING ORDER UPON CONNECTION TO OFF-SITE SYSTEM. Lessee shall be solely responsible to have all utility facilities subject to this Agreement in good working order and in compliance with all county, state and Federal requirements when the facilities are conveyed to the Lessor and are connected to the Lessor's off-site utility facilities. At no cost to the Lessor, Lessee shall conduct and provide to the Lessor an environmental audit, together with a written declaration from an environmental consultant acceptable to the Lessor, which verifies that the facilities subject to this Agreement are in compliance with all applicable State and Federal environmental laws, and that the facilities and property surrounding the facilities are free of unlawful contamination. The environmental consultant shall demonstrate its qualifications to the satisfaction of the Lessor prior to commencing the environmental audit. Its qualification shall be pres~ptively established if the project manager is a professional engineer who is registered and in good standing with the State of Florida, or a certified environmental professional by the National Association of Environmental Professionals or some other like national professional organization. The Lessor's acceptance of the environmental consultant shall not be unreasonably withheld. At least ninety (90) days prior to the connection of the interim utility system to the Lessor's off-site utility system, the Lessor shall notify the Lessee to commence the environmental audit. The failure of the Lessor to give timely notice to the Lessee or acceptance by the Lessor of any interim utility system in the absence of receipt of the negative declaration, shall not relieve the Lessee of any obligation hereunder for the cost of conducting the environmental audit, bringing the subject facilities into compliance and the response costs for clean-up, removal and remediation, if any, which shall be borne solely by the Lessee. 9. ;tNSURANCE. Until such time as the interim utility system serving the Project is connected to the off-site utility facilities operated by the Lessor, Lessee shall provide and pay for all property damage and liability insurance for the entire utility system servicing the Project, including, but not limited to, flood damage insurance for any lift, eductor or pump station facilities. However, as between the Lessee and the Developer, it is agreed that the Developer shall reimburse the Lessee, upon demand, for any expenses associated with insuring the utility facilities subject to this lease. Lessee shall provide the Lessor upon each renewal of the required insurance policies or inclusion of additional facilities under this Agreement, with a Certificate of Insurance evidencing coverage f.or the full replacement value of the entire utility system which services the Project, and showing the Lessor as an additional insured for any interim utility facilities ultimately necessary for connection to and operation of the Lessor's off-site utility system. 10. GUARANTEE BY DEVELOPER. The Developer shall have the responsibility for repairing and/or replacement of defective materials and guaranteeing all facilities covered by this Agreement for a period of approximately one year from the date of preliminary acceptance by Lessor. Further, at the end of the guarantee period it shall be the responsibility of Developer to prepare all facilities for final inspection by the Lessor at no expense to the Lessor. 11. SALES CONTRACT. Lessor and Lessee have entered into an agreement for the sale of Lessee to Lessor. To the extent any terms or provisions contained herein conflict with the ~OOK (JOO FA'.~ Y-23 Water Facilities Lease - Page 2 ,. .. MAY 4, 1993 WATER FACILITIES LEASE (Block D, Unit One) THIS LEASE, executed this ~~ day or'~______>>' , 1993, by and between the BOARD OF COUNTY COKKI S N S OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER OUNTY, AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT, (hereinafter referred to as the "Lessor"), and NORTH NAPLES UTILITIES, INC., a Florida corporation (hereinafter referred to as the "Lessee"), and QUAIL WEST, LTD., a Florida limited partnership, (hereinafter referred to as "Developer"). R B C I TAL S WHEREAS water utility facilities lying in the lands described in Exhibit "A" attached hereto and incorporated herein by virtue of this reference were constructed and installed by Developer, and thereafter conveyed to Lessor by Developer, and the Lessor is now the owner of said facilities; and WHEREAS, the Lessee is the owner of a Water Treatment Plant and has agreed to provide service to QUAIL WEST, Block D, Unit One, of the Quail West Development (hereinafter "Project") until such time as Lessor desires to provide treatment by means of the Lessor's treatment facilities; and WHEREAS, the Lessee needs to have possession and use of the facilities described in said Exhibit "A" for so long as it is obligated to provide interim treatment service to the Project. WIT N B 8 SET H NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto, TEN DOLLARS ($10.00) and other good and valuable consideration exchanged among each of the parties, receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows: 1. ~:ECITALS INCORPORATED. The above recitals are true and correct and shall be incorporated herein. 2. LEASED PROPERTY. The Lessor shall lease to the Lessee all of the utility facilities described herein and located on the lands described in Exhibit A. 3. ~. The terms of the lease shall be ten (10) years. At the end of ten (10) years, the lease shall be automatically renewed for successive five (5) year terms, unless terminated by either party as herein provided. 4. Rmrr. The Lessee shall pay the Lessor the sum of TEN DOLLARS ($10.00) per year as rent under this Agreement. Rent shall be paid upon submission of a statement by the Lessor to the Lessee, and shall be paid yearly at the offices of the Utility Department of the Lessor. S. TERMINATION. Notwithstanding any other provisions of the Agreement, the parties agree that this lease shall terminate at such time as the Lessor undertakes to provide treatment service for the Project. 6. OPERATION OF TREATMENT FACILITY. During the period of this lease, the Lessee agrees that it or a wholly owned subsidiary shall provide treatment services to the Project, provided all initial connection fees and user rates are paid. The Lessee further agrees that so long as it provides such services, it will charge utility rates approved and regulated by the State of Florida Public Service Commission. 7. STANDARD OF MAINTENANCE. Lessee shall maintain all utility facilities, inclUding but not limited to, all transmission, eoOK I JOO PAr,l 228 Q/lorles! Bmdy a"ntlt C,nter Suil. 300 4501 Tomi... Troil Norlh 813/262.5959 H.pl... Florida 33940.3060 MAY 4, 1993 collection, distribution and treatment facilities, at standards equal to the maintenance standards for comparable utility facilities maintained by the Lessor. S. FACILITIES TO BE IN GOOD WORKING ORDER UPON CONNECTION TO OFP-SITE SYSTEM. Lessee shall be solely responsible to have all utility facilities subject to this Agreement in good working order and in compliance with all County, State and Federal requirements when the facilities are conveyed to the Lessor and are connected to the Lessor's off-site utility facilities. At no cost to the Lessor, Lessee shall conduct and provide to the Lessor an environmental audit, together with a written declaration from an environmental consultant acceptable to the Lessor, which verifies that the facilities subject to this Agreement are in compliance with all applicable state and Federal environmental laws, and that the facilities and property surrounding the facilities are free of unlawful contamination. The environmental consultant shall demonstrate its qualifications to the satisfaction of the Lessor prior to commencing the environmental audit. Its qualification shall be presumptively established if the project manager is a professional engineer who is registered and in good standing with tne State of Florida, or a certified environmental profesr;!onal by the National Association of Environmental Professionals or some other like national professional organiza'tion. The Lessor's acceptance of the environmental consultant shall not be unreasonably withheld. At least ninety (90) days prior' to the connection of the interim utility system to the Lessor's off-site utility system, the Lessor shall notify the Lessee to commence the environmental audit. The failure of the Lessor to give timely notice to the Lessee or acceptance by the Lessor of any interim utility system in the absence of receipt of the negative declaration, shall not relieve the Lessee of any obligation hereunder for the cost of conducting the environmental audit, bringing the subject facilities into compliance and the response costs for Clean-up, removal and remediation, if any, which shall be borne solely by the Lessee. 9. ;tNBURANCE. Until such time as the interim utility system serving the Project is connected to the off-site utility facilities operated by the Lessor, Lessee shall provide and pay for all property damage and liability insurance for the entire utility system servicing the Project, including, but not limited to, flood damage insurance for any lift, eductor or pump station facilities. However, as between the Lessee and the Developer, it is agreed that the Developer shall reimburse the Lessee, upon demand, for any expenses associated with insuring the utility facilities subject to this lease. Lessee shall provide the Lessor upon each renewal of the required insurance policies or inclusion of additional facilities under this Agreement, with a Certificate of Insurance evidencing coverage for the full replacement value of the entire utility system which services the Project, and showing the Lessor as an additional insured for any interim utility facilities ultimately necessary for connection to and operation of the Lessor's off-site utility system. 10. GUARANTEE BY DEVELOPER. The Developer shall have the responsibility for repairing and/or replacement of defective materials and guaranteeing all facilities covered by this Agreement for a period of approximately one year from the date of preliminary acceptance by Lessor. Further, at the end of the guarantee period it shall be the responsibility of Developer to prepare all facilities for final inspection by the Lessor at no expense to the Lessor. 11. SALES CONTRACT. Lessor and Lessee have entered into an agreement for the sale of Lessee to Lessor. To the extent any terms or provisions contained herein conflict with the ~OOK 000 PA"! 229 Water Facilities Lease - Page 2