HomeMy WebLinkAbout1994 02 09 - Contribution AgreementFE
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Transmittal Cover Sheet
Mr. Richard Votapka
Utilities Director
City of Sebastian
407-589-5570
407-589.5330
Barbara A. Hall, Esq.
15330.0101
January 19, 1994
Including this cover sheet 2
Please notify us immediately if not received properly at 305-765-0500
or 305-768-8236.
The Information contained In this transmission Is attorney privileged and confidentlel. it Is Intended only for the use
of the Individual or entity named above. it the reader of this measage la not the Intended rsolplor&, you aro hereby
notified that any dissemination, distribution or copy of this communication Is strictly Prohibited. Ifyou have received
this communication In error, please notify us Immediately by telephone collect and return the original message to us
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Suggested Language for Section 3.4
of the City of Sebastian, Florida/
Sebastian Lakes Associates/
Sebastian Lakes Utility Company
Water and Wastewater Service and
Contribution Agreement
Sebastian Lakes Associates or its successors shall be permitted to
purchase additional ERU's from the City as needed providing that
sufficient plant capacity is available at the time of application.
Impact fees must be paid to the City in the amount specified in the
City's Rate Ordinance in effect at the time of application. Should
the city not be able to construct a wastewater transmission line on
or before two years from the Lease Commencement Date as defined in
Subsection 3.3.2 and Sebastian Lakes connects to Indian River
County's wastewater system, the City would them make application to
the County to request capacity for Sebastian Lakes. The City does
not guarantee that the County will have sufficient capacity in its
wastewater plant at the time application is made by Sebastian Lakes
for additional ERU's. Sebastian Lakes must remit to the City the
impact fees in accordance with the County's rate ordinance and
resolution at the time of application should the County be the
provider of wastewater treatment.
IZ&V S a vuy
�Wh,,.0 Lls,4i rc�,,�dc
Leonard J. Adler
Fernando C. Al...
Cesar L. Alvarez
L'dlana Arman
Daniel H. Arenson
David C. Ashburn
Charles M. Auslander
David T. Aare
Fred W. Baggett
Kerri L. Bomb
Hd.,ic Bass
V. Dawn Beighey
Norman J. Berland
Lisa J. Berger
Dale S. Bergman
Bridget Berry
Mark F. Bid...
Lorence Jon Bielby
Mark D. Bloom
Reginald L. Bouthilliey Jr.
Howard Bregman
Blake D. Bringgold
Francis B. Brogan, Jr.
Burt Bruton
Bernardo Burstein
David R. Chase
Michael L Cherniga
WIN H
A T T O R N F. Y F t 'u I t o
IflflU� I G
Ary Choneke
Steven M. Goldsmith
Sue M. Cobb
Joseph G. Goldstein
L. Frank Carden,
Steven S. Goodman
C. Daryl Couch
Matthew B. Co...
Albert A. &I Castillo
Dianne Greenberg
Alan T. Dimond
Melvin N. Greenberg
Trial 1.. Donau.
Sandra P. Greenblatt
Lucia A. Dougherty
Robert L. Grossman
Candace R. Duff
Barbara A. Hall
William B. Eck
Paige A. Harper
Kenneth Edelman
Fred E Harris, Jr.
Charles W. Edgar, DI
Alberta M. Hernandez
Arthur J. England, Jr.
C. Hernando-Lo..tein
Gary M. Epstein
Jeffrry A. Hirsch
Henry H. (Bucky) Fox
Kenneth C. Hoffman
Jeffrey R. Fried
Larry J. Hoffman
Robin F. Frydmnn
Kenneth A. Horky
Robert C. Gang
Gerald J. Houlihan
Richard G Garrett
Keith A. James
Brian K. Can
Martin Kalb
Jeffrey Gilbert
Steven M. Katzman
Laurie L. Gilden
David S. Kevin
Bruce H. Giles -Klein
Steven J. Kravitz
Richard J. Giusm
Ronald C. LaF.ce
Lawrence Godofaky
Steven A. Lundy
Joel K. Goldman
Steven B. Lapidus
Steve. E. Goldman
Nancy B. Lash
VIA FEDERAL EXPRESS
Mr. Richard Votapka
Utilities Director
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
Moshe M. Lehrheld
James P. S. Leshaw
Marc S. Levin
Oscar Levin
Norman H. Lipoff
Carlos E. Loumiet
Juan D founder
Bruce E. Macd... ugh
Robert P. Marina
Alfred J. Malefauo
Samantha D. Malloy
Ines Marrero -Priv res
Enrique J. Martin
Pedro J. Martinez-Fraga
Joel D. Maser
Juan J. Mayol, Jr.
Robert R. McDonald
John T. Metzger
Janet L. O'Brien
Maury R. Olicker
Rebecca R. Orand
Debbie M. Orshefsky
Aileen Ortega
A. Friesner Pardo
Steven J. Pardo
Rose Parish -Ramon
Marshall R. Posternack
Sylvia S. Fermays
Byron C. Petersen
Robert. H. Pup.
Albert D. Quentel
Vivian Pazos Quimga
C. Ryan Basis
Mark J. Reisman
Luis Reiter
Barry Scott Richard
A. Jeffry R.bins.n
Kenneth B. Robinson
Raquel A. Rodrigucr.
Alan H. Rolnick
Marvin S. Rosen
Richard A. Rosenbaum
Ronald M. Rosengarten
David L. Ross
Gary A. Saul
Elliot H. Scherkr
Mark P. Schnapp
Clifford A. Sch.lman
Paul E. Shapiro
Randy J. Shaw
Paul A. Shelowitz
Brian J. Sherr
Enrique Silva
Marlene K. Silverman
January 24, 1994
Re: Sebastian Lakes/Water and Wastewater Service and
Contribution Agreement
Dear Mr. Votapka:
Stuart H. Singer
Holly R. Skolnick
Laura R Stephenson
Joel L. Stocker
Douglas It. Thornburg
Robert H. Traurig
Brian J. Walsh
Keith Wasserwro.
Jeffrey Weithorn
David E. Wells
Bradford D. West
Howard W. Whitaker
Jerrold A. Wish
Timothy D. Wolfe
Linda G. Won..
Julie A. 7ahniser
T. Wayne Davis, of Cuanza]
Arnold J. Hoffman, of Counsel
Patrick T O'Brien, of Counsel
B. K. Roberts, of Counsel
All.. Snlovin, of Counsel
Craig E. Stein, of Counsel
Marc M. Watson, of Counsel
'Zachary H. Wolff, Retired
Please replace the original exhibit pages we sent to you with the enclosed exhibit
pages. The exhibits should not have page numbers (the original exhibits have page
numbers).
Enclosures
Very truly yours
Ann Christiana
Secretary to Barbara A. Hall
GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A.
515 EAST LAS OLAs BOULEVARD FORT LAUDERDALE, FLORIDA 33301 305.765.0500 FAX 305-765-1477
MIAMI FORT LAUDERDALE WEST PALM BEACH JACKSONVILLE TALLAHASSEE
CITY OF SEBASTIAN, FLORIDA/
SEBASTIAN LAKE ASSOCIATES/
SEBASTIAN LAKES UTILITY COMPANY
WATER AND WASTEWATER SERVICE AND
CONTRIBUTION AGREEMENT
THIS IS AN AGREEMENT made this day of lL'
1994 among the CITY OF SEBASTIAN, FLORIDA (hereafter the ',CITY-) ,
SEBASTIAN LAKES UTILITY COMPANY (hereafter "SLUC") a corporation
authorized to do business in the State of Florida, and SEBASTIAN
LAKES ASSOCIATES (hereafter "SLA"), a Florida general partnership,
relating to the provision of water and wastewater utility services
to a project knows as SEBASTIAN LAKES located in the City of
Sebastian, Florida.
RECITALS
1. SLUG, pursuant to a franchise with the CITY, currently
provides all water and wastewater utility services within the real
property described as Exhibit "A" attached to and incorporated in
this Agreement (hereafter "Sebastian Lakes).
2. SLA owns the undeveloped property within Sebastian Lakes.
3. The SLUC is interested in terminating its franchise with
the CITY, and arranging for the provision of utility services to
Sebastian Lakes by the CITY.
V
The CITY will, upon the termination of h
become the exclusive
Sebastian Lakes.
t e franchise
provider of water and sewer services in
- S. The CITY is proposing to provide wastewater services to
Sebastian Lakes by owning, operating and maintaining the onsite
wastewater collection and transmission system ("Onsite Wastewater
System") and by connecting the Onsite Wastewater System to the
CITY's wastewater treatment and disposal system ("City Wastewater
System") by the construction of a new wastewater pipeline as
described in this Agreement.
6. SLUC shall transfer or cause to be transferred to the
CITY the Sebastian Lakes Onsite Wastewater System described in
Exhibit "B" hereof attached and incorporated herein.
FTL\HALLS\51440.3\01 /18/94
7. SLUC and/or SLA shall pay the appropriate wastewater
capital charges and other contributions in aid of construction to
the CITY for the connection of the existing users to the CITY
system and for the cost of constructing certain improvements to the
CITY's wastewater system.
8. The construction of the new wastewater pipeline is
expected to be completed in two years. During that two-year period
the CITY will provide wastewater treatment and disposal services to
Sebastian Lakes by leasing from SLUG, and operating and maintaining
the existing SLUC wastewater treatment and disposal facilities.
9. SLUC currently provides water services to Sebastian
Lakes. SLUC obtained water from General Development Utilities
("GDU") through the Agreement and amendment thereto, which are
attached hereto and incorporated herein as Exhibit "C11
(hereinafter, the "Water Service Agreements").
10. The CITY has purchased the GDU Utility System as of
December 17, 1993 and, therefore, has become the provider of
potable water to Sebastian Lakes. Sale of water by the City to
Sebastian Lakes shall be in accordance with the City's rate
ordinance and rate resolution in lieu of the former GDU Agreement
except as provided by Section 4 herein.
11. SLUC will convey the water distribution system within
Sebastian Lakes ("Onsite Water System") to the CITY at the same
time that it conveys the Onsite Wastewater System so that the CITY
will become the utility which provides potable water service to
Sebastian Lakes. These assets are described in _Exhibit "D"
attached and incorporated in this Agreement.
12. The parties by this Agreement wish to set forth their
agreement as to their respective rights and obligations regarding
the provision of utility service to Sebastian Lakes by the CITY.
ACCORDINGLY, in consideration of the above Recitals and
benefits to be derived from the mutual observation of the covenants
contained herein, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by the
parties, the parties agree as follows:
Section 1. Recitals. The above recitals are true and
correct, and form a material part of this Agreement.
Section 2. Conveyance of Water Dig*ribu ion Facilities and
Wastewater Collection Facilities. Within ninety (90) days of the
date of this Agreement ("Closing Date") SLUC shall sell, assign,
2
FTL\HALL3\51440,3\01/18/94
transfer, convey and deliver to the CITY, and the CITY shall accept
all the right, title, and interest in and to the Onsite Water
System and Onsite Wastewater System as described on Exhibits "B"
and "D" hereof. SLA and SLUC shall also cause to be transferred
and conveyed to the CITY all rights, privileges, easements,
licenses, prescriptive rights, rights-of-way, and rights to use
public and private roads, highways, streets for the construction,
reconstruction, maintenance, and operation of the said Onsite Water
System and Onsite Wastewater System. SLA and SLUC shall exercise
their best good faith efforts to obtain such easements, as deemed
necessary by the CITY for the operation, construction,
reconstruction, maintenance, and repair of the said Onsite Water
System and Onsite Wastewater System (collectively "Onsite
Systems"). In connection with said conveyance SLUC shall provide
to the City a set of as -built plans certified to the City in the
manner described in Exhibit "E". Furthermore, SLA and SLUC shall
transfer any and all extant permits and governmental authorizations
and approvals necessary to operate and maintain the said Onsite
Systems in accordance with all governmental requirements, as well
as any permits or approvals related to the Package Plant (as
hereinafter defined). Other than the obligations it assumes under
this Agreement, the CITY shall not be required to make any cash
payments in exchange for the said Onsite Systems.
Section 3. Wastewater Services.
3_1. Provision of Wastewater Services. The City shall
provide wastewater transmission, treatment and disposal services to
Sebastian Lakes by constructing a wastewater pipeline between
Sebastian Lakes and the City's Wastewater Treatment Plant
("Wastewater Line"). During the two-year period that the
Wastewater Line is under construction, the City shall provide
treatment and disposal services to Sebastian Lakes by leasing and
operating the SLUC onsite Wastewater Treatment and Disposal System
as described in Section 3.3 below. If the City fails to commence
construction of the Wastewater Line on or before eighteen months
from Lease Commencement Date (as Lease Commencement Date is defined
in Subsection 3.3.2)"("Wastewater Line Construction Date") or if
the -City fails to complete construction of the Wastewater Line on
or before the Termination Date of the Lease (as defined in
Subsection 3.3.2), then the City shall be required to construct a
lift station and connect the Sebastian Lakes Onsite Wastewater
System to. the County's force main located on State Road 512
("County Wastewater System"). If the City has commenced
construction of the Wastewater Line by the Wastewater Line
Construction Date and has completed the Wastewater Line by the
Lease Termination Date, then the City shall construct a pumping
PTL\HALLB\51440.3\01/18/94
station and connect the Onsite Wastewater System to the Wastewater
Line.
3_2. Contributions to the City for Wastewater Services.
SLUC and/or SLA shall make the following payments to the City.
$178,000.00 - If Sebastian Lakes Onsite Wastewater System is
connected to the County Wastewater System, this money
shall be used by the City to pay the County the
connection charges to connect the 64 residential units,
the recreation center for Sebastian Lakes and the County
Library (collectively the "Existing Customers") to the
County System. If Sebastian Lakes is connected to the
City Wastewater System, this payment shall be allocated
in the following manner:
$115,500.00 for the connection charges to the
City Wastewater System for the Existing
Users;
31,250. 00 contribution in aid of construction
for the Wastewater Line;
31,250.00 credit toward future connection
charges to the City Wastewater System;
$ 20,000.00 This payment shall be used by the City to
construct a pump station to connect the Onsite Wastewater
System to the City or County Wastewater System.
These funds (collectively "Sebastian Lakes Wastewater
Contribution") shall be paid to the City within ninety (90) days of
the date of this Agreement to be held in escrow by the City.
Attorney. Upon payment of the Sebastian Lakes Wastewater
Contribution to the City, SLA and SLUC shall have no further
financial obligation for the connection of the wastewater
collection system to the City or County system or for the provision
of wastewater utility service to the Existing Customers. The
Sebastian Lakes Wastewater Contribution may be paid over to the
City when the Wastewater Line has been completed, provided
construction of the Wastewater Line is commenced before the
Wastewater Line Commencement Date and is completed prior to the
Lease Termination Date; or if such deadlines for construction and
completion of the Wastewater Line have not been met by the City,
then the Sebastian Lakes Wastewater Contribution shall be paid to
the City from the escrowed funds held by the City Attorney when the
City applies to the County for the connection of the Existing
Customers to the County System.
F7L\HALLS\51440.3\01 /18/94
Syste. Lease of Onsite Wastewater Treatment and Disposal
m.
3.3.1. D scri tion of Facilities. SLUC hereby leases
to the CITY, SLUCCIs Onsite Wastewater Treatment and Disposal System
to include the facilities described in Exhibit ^F" (hereinafter
referred to as the "Package Plant").
3.3.2. Term. The term of this lease shall commence
ninety (90) days from the date of this agreement (^Lease
Commencement Date") and shall terminate two years from the
Commencement Date ("Termination Date"). However, if the CITY has
begun construction of the Wastewater Line on or before the
Wastewater Line Construction Date, but the Wastewater Line has not
yet been completed, then the term of this lease shall be extended
for a period of not to exceed six months ("Extension Period"), upon
a written request by the CITY sent to SLUC, or SLUC's assignee
prior to the Termination Date. If the Term of Lease is extended as
permitted by this subsection, then the Termination Date shall
become the last day of Extension Period. The CITY may terminate
this lease earlier than the Termination Date if the CITY has
completed the Wastewater Line.
3 Rental Payment. The CITY shall pay to SLUC One
Dollar ($1.00) per year for the lease of the Package Plant. SLUC
hereby acknowledges payment in advance for the two-year lease
period.
3.3.4. Use and Operation of Package Plant. The CITY
shall, during the Term of the Lease and any extension thereto,
operate the Package Plant in accordance with all permits and
statutes, laws and regulations, which affect the operation of such
facilities, or which regulate the use of any materials in used in
connection with the operation of the Package Plant. The CITY shall
maintain the Package Plant in a manner which is consistent with
reasonable engineering practice in order to ensure that the Package
Plant provides treatment and disposal services for the benefit of
Sebastian Lakes fore the Term of the Lease and any extension
thereto; and in order to ensure that the Package Plant does not
cause damage, or environmental contamination, to the underlying
land or to adjacent property.
3.3..5. Sale of Package Plant. SLUC hereby grants to
the CITY an option to purchase any or all of the Package Plant,
exclusive of any real property and exclusive of the percolation
ponds, for One Dollar ($1.00). This option may be exercised by the
CITY by the CITY providing SLUC or its assigns with written notice
that it is exercising its option pursuant to this subsection. This
5
FTL\HALLS\51440.3\01/18/94
option shall expire upon the Termination Date. If the CITY
exercises its option pursuant to this subsection, the City shall be
required, at its own cost, to dismantle or remove the Package Plant
facilities that it is purchasing in a manner which does not create
any damage to the Sebastian Lakes property. If the City does not
exercise its option, the City shall have no responsibility for
abandoning and dismantling the Package Plant.
3_4. Purchase of Additional Wastewater Service Capacity
From the CITY to Service Sebastian Lakes. SLA, or its successors
in interest to all or any portion of Sebastian Lakes
("Successors"), shall be permitted to purchase additional ERUs of
wastewater service capacity as needed to service the future
development authorized by the Sebastian Lakes Developer's Agreement
("Future Customers") approved by the City Council on December 15,
1993. If SLA or its Successors applies for additional wastewater
capacity to service Future Customers prior to the construction of
the Wastewater Line, the City shall provide wastewater service to
those Future Customers by the same method as it is providing
service to the Existing Customers pursuant to this Agreement.
Prior to construction of the Wastewater Line and the connection of
the Sebastian Lakes Onsite Wastewater System to the City Wastewater
Treatment Plant, the City shall be required to make a determination
that the City Wastewater Treatment Plant will have sufficient
capacity to service Sebastian Lakes. That determination shall be
made in the following manner. The City shall calculate the flows
from Existing Customers and any Future Customers that come on-line
prior to the date the City is making the determination. In
addition, the City shall request from SLA or its Successors in
title to the undeveloped property within Sebastian Lakes, a
schedule for build -out of the undeveloped property. If SLA or its
Successors fail to provide such information within 30 days of such
a request by the City, then the City may make reasonable
assumptions based upon the status of development approvals at the
time of the determination and based upon an anticipated 36 month
build -out from the date of all development approvals. Using those
sources of information, the City shall be required to make a
determination prior -to commencing the Wastewater Line, that .the
Cit} will be able to service Sebastian Lakes. If such service
cannot be provided by the City, then the City shall connect
Sebastian Lakes to the County Wastewater System. If such
wastewater service is provided by a connection to the County
Wastewater System, or if the City has not yet connected Sebastian
Lakes to the City Wastewater System, the City shall be entitled to
charge Future Customers the County wastewater connection fee as a
precondition to providing wastewater service to the Future
Customers.
FTL\HALLS\51440.3\01/18/94
3_5. Provision of Wastewater Service. Upon completion
of the connection and construction of the Sebastian Lakes raw
sewage pumping station and the Wastewater Line, the CITY shall
become the exclusive wastewater service provider to Sebastian
Lakes, and the customers on said lands shall be responsible for the
payment of all rates, fees, charges, and deposits in accordance
with City Rate Resolutions and Ordinances. Payment of wastewater
user charges shall based upon consumption of water as measured by
the existing water master meter constructed pursuant to the Water
Service Agreements.
Section 4. Provision of Potable Water Service. Sebastian
Lakes is presently served with potable water pursuant to the Water
Service Agreements. As of December 17, 1993, the City acquired GDU
and now provides potable water service to Sebastian Lakes in
accordance with the Water Service Agreements. Pursuant to the
Water Service Agreements, SLUC has a remaining credit of $80,327.36
toward future connections to the CITY's potable water system ("GDU
Credit"). SLUC hereby assigns the GDU Credit to SLA and such
assignment is approved by the CITY. At present, the CITY does not
levy a Guaranteed Revenue Charge so SLA shall not, at this time, be
required to pay said Charge in order to maintain the GDU Credit.
Should the CITY ever adopt such a Charge, then SLA shall be subject
to such - charges in accordance with City Rate Resolutions and
Ordinances. Should SLA fail to pay such Charges as required by
City Rate Resolutions and Ordinances, then the sole remedy
available to the CITY for such default shall be the loss of the GDU
Credit and any reservation attributable to that credit.
Section 5. Service Standards. The CITY agrees to comply with
all state, regional, and federal requirements and rules applicable
to the provision of water and wastewater services to the public and
its provision of water and wastewater services under this
Agreement. The CITY does not guarantee any special service,
pressure, quality, capacity, availability or other facility than
what is required to fulfill the provider's duty of reasonable care
to those to whom it provides water and wastewater service.
- Section 6. Representation and Warranties of SLA and SLUC.
To induce the CITY to enter into this Agreement, SLA and SLUC
represent and warrant that, as of the Closing Date:
6.1. Organization Standing and Power. SLUC is a
corporation duly organized, validly existing, and in good standing
under the laws of the state of its formation, and is authorized to
do business in the State of Florida. SLA is a general partnership
duly authorized organized, validly existing, and in good standing
under the laws of the state of its formation, and is authorized to
7
FTL\MALL.B\51440.3\01 /18/94
do business in the State of Florida. SLA and SLUC have requisite
power and authority to own the properties and the water
distribution facilities and wastewater collection facilities, and
to conduct its business as it is currently being conducted.
6_2. Authority f or Agreement. SLA and SLUC have the
power and authority to execute and deliver this Agreement and to
carry out their respective obligations hereunder. This Agreement
has been duly authorized by all action required to be taken by SLA
and SLUC, has been duly executed and delivered by SLA and SLUC, and
constitutes a valid and legally binding obligation of SLA and SLUC,
enforceable in accordance with its terms. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby will not conflict with or result in any
violation or default under (with or without the giving of notice or
the passage of time or both) any provision of the Articles of
Incorporation or By-laws of SLUC, or any mortgage, deed of trust,
indenture, easement, license, lease, agreement or instrument by
which SLA and SLUC are bound, or any permit, concession, grant,
franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to SLA and SLUC.
6.3. Good and Marketable Title. Except for the matters
described below, SLA and SLUC have good and marketable title to the
water distribution facilities and wastewater collection facilities.
The exceptions are as follows:
(1) Taxes and Assessments for the year 1993 and
subsequent years;
(2) Restrictions set out in the recorded plats of
subdivisions covered by said facilities;
(3) Easements for utilities and drainage set out in
such recorded plats of subdivisions; provided, however, that none
of the restrictions or easements set out in such recorded plats of
subdivisions shall prevent, hinder or restrict the present or
intended use of the said facilities;
(4) Zoning restrictions, prohibitions and other
requirements imposed by governmental authority, none of which will
prevent or hinder the present or intended use of the said
facilities.by CITY; and
(S) Restrictions of record (except liens,
encumbrances, or mortgages) that do not impair, restrict, or
inhibit the use of or improvement to the said facilities.
8
FTL\HALLB\51440.3\01/18/94
6_4. No Liens or Encumbrances. Except as otherwise
specifically set forth herein, there are no liens, claims,
mortgages or encumbrances of any type or nature upon or against the
Onsite Water System and Onsite Wastewater System including, but not
limited to, financing statements or security instruments filed
under the Uniform Commercial Code either in the County where the
land is located or with the Secretary of State.
6.5. Litigation. SLUC has no actions, suits, or
proceedings at law or in equity which affect or will affect all or
any portion of the Onsite Water System and Onsite Wastewater System
or SLA's and SLUC's right and ability to make and perform this
Agreement. SLA and SLUC agree and warrant that they shall have a
continuing duty to disclose up to and including the Closing Date
the existence and nature of all pending judicial or administrative
suits, actions, proceedings, and orders which in any way relate to
the operation of the said Onsite Systems. Any such matters now
known to SLA and SLUC shall be initially disclosed within ten (10)
days following execution of this Agreement, and shall be
supplemented each thirty (30) days thereafter, as well as on the
Closing Date.
6_6. No Contracts in Default. The only agreement SLUC
has for the provision of utility service are the agreements which
are attached hereto as Exhibit "G".
6,7. No Governmental Violations. SLUC is not aware and
have not been notified of the existence of any violations of any
governmental rules, regulations, permitting conditions or other
governmental requirements applicable to the ownership, maintenance
or operation of the Onsite Water System and Onsite Wastewater.
System.
No Record Violations. The use of said Onsite
Systems as described in Exhibits "B" and "D" hereof is consistent
with and does not violate any known restrictions and conditions of
record.
6.9. Disclosure. No representation or warranty made by
SLA and SLUC, to the best of SLA's and SLUC's knowledge, in this
Agreement, contains or will contain any untrue statement of
material facts or omits or will omit to state any material fact
required to make the statements herein contained not misleading.
" . Survival of Covenants. SLA and SLUC agree that
their representation and warranties set forth herein are true and
correct as of the date of the execution hereof, shall be true and
9
FfL\HALLB\51440.3\01/18/94
correct at the time of Closing, and shall survive the Closing to
the extent provided herein.
6.11. Customers. The customers listed on the customer
list attached and incorporated in this Agreement as Exhibit "H"
hereof are in fact current customers of SLUG.
Section 7. Business Conduct. Except as otherwise consented
to in writing by the CITY, for the period beginning on the date of
execution of this Agreement and ending on the Closing Date, SLUG
shall:
ordinary course; (1) carry on its business in the usual, regular,
(2) maintain all of its material structures,
equipment and other tangible personal property in good repair,
order and condition, except for depletion, depreciation, ordinary
wear and tear and damage by unavoidable casualty;
(3) keep in full force and effect insurance
comparable in amount and scope of coverage to insurance now carried
by it;
(4) perform in all material respects all of its
obligations under agreements, contracts and instruments relating to
or affecting said facilities and SLUC's properties, assets and
business;
(5) maintain its books of account and records in
the usual, regular and ordinary manner;
(6) comply in all material respects with all
statutes, laws, ordinances, rules and regulations applicable to it
and to the conduct of its business;
(7) not enter into any transaction, including
without limitation, -the purchase, sale or exchange of property
with, or the rendering of any service with any individual or entity
except in the ordinary course of and pursuant to the reasonable
requirements of the business of SLUC.
7_1. Risk of Loss. SLA and SLUC shall bear the risk of
loss for the said facilities up to and including the Closing Date.
7_2. No Encumbrances. From and after the date of the
execution of this Agreement, SLA and SLUC will not, without the
10
FTL\HALLS\51440.3\01/18/94
prior written consent of the CITY, dispose of or encumber all or
any portion of the said facilities.
7.3. Access to Records. SLA and SLUC will reasonable
cooperate by opening regulatory maintenance and customer records,
providing access to such records and facilities to assist in
acquainting the CITY's operating and administrative personnel in
the operation of the said facilities.
7_4. Examination and Inspection. SLA and SLUC will
permit full examination by the CITY's authorized representatives of
all existing contractual obligations, physical systems, assets,
real estate, rights-of-way, easements and inventories to be
utilized by the CITY in connection with the said facilities.
Section 8. Representations and Warranties of the CITY. To
induce SLA and SLUC to enter into this Agreement, the CITY
represents and warrants as follows:
8_1. Organization Standinv and Power of the CITY. The
CITY is a municipal corporation duly chartered and validly existing
under the laws of the State of Florida and has all requisite
municipal power and authority to enter into this Agreement, and to
carry out and perform the terms and provisions of this Agreement.
82. Authority for Agreement. The CITY has the
authority and power to execute and deliver this Agreement and to
carry out its obligations hereunder. This Agreement has been duly
authorized by all municipal action required to be taken by the
CITY, has been duly executed and delivered by the CITY, and
constitutes a valid and legally binding obligation of the CITY,
enforceable in accordance with its terms.
$.3. Disclosure. No representation or warrant made by
the CITY, to the best of the CITY's knowledge, in this Agreement
contains or will contain any untrue statement of material facts or
omits or will omit to state any material fact required to make the
statements herein contained not misleading.
Section 9. Proof sof Taxes Paid. SLA and SLUC shall furnish
proof that any applicable taxes to the Closing Date have been paid
which are applicable to said facilities.
Section 10. Expenses. The cost of recording any releases,
satisfactions, corrective instruments, documentary stamps, and
surtax, if any, on the assignment of easements or other documents,
and the cost of recording all easements and assignment of easements
shall be paid by SLA and SLUC.
it
F7L\HALLS\51440.3\01/18/94
Section 11. Status of Facilities. SLA and SLUC represent and
the CITY agrees that, except as provided in this Agreement, the
Onsite Water System and Onsite wastewater System are being conveyed
"as is." However, to the extent that the City incurs costs in
repairing said Onsite Systems within one year of this Agreement,
which repairs result from a latent defect known to SLUC or SLA at
the time of this Agreement, or which would have been known to SLUC
or SLA had the utility been operated in a reasonable manner which
is usual and customary to such utilities, SLA and SLUC shall be
jointly and severally liable for the City's reasonable costs of
such repair. If a dispute arises between the City and SLUG or SLA
as to whether a required repair has resulted from a latent defect
which would have been known to SLA or SLUC had the utility been
operated in a reasonable manner which is usual and customary to
such utilities, the parties shall engage an independent engineer to
make the determination and the cost of the engineer shall be
chargeable against the party found responsible for the repair. The
term latent defects shall not include a repair resulting from
ordinary wear and tear to the system that has occurred or occurs
prior to or after the date of this Agreement. Neither shall it be
considered a defect that the Onsite Systems are PVC pipe systems.
Section 12. Indemnity.
12.1. The City hereby agrees, to the extent permissible
by law, to indemnify and hold harmless, SLUC and SLA from and after
the Closing Date against any damages, as hereinafter defined, from
claims of any person or entity not a party to this Agreement which
arises out of: (1) any materially inaccurate representation made
by the City in or under this Agreement; (2) breach of any of the
warranties made by the City in or under this Agreement; (3) breach
or default by the City in the performance of any of the covenants,
conditions, commitments, agreements, duties or obligations to be
performed by it hereunder; (4) any debts, liabilities or
obligations of the City incurred or accrued by the City relating to
the Package Plant or Onsite Systems during the Term of the Lease.
SLA or SLUC shall notify the City of any such claims within thirty
(30) days of its receipt of notice thereof. Damages, as used
herein, shall include any obligations, losses, costs, expenses,
injunctions, suits, fines, liabilities, penalties, and damages,
including reasonable attorneys' fees, whatsoever that SLA or SLUC
incurs as a result of judgment or order rendered by a court or
agency of competent jurisdiction. The obligations of the City
contained herein shall survive the Lease Termination Date for a
period of one year.
12.2. SLA and SLUC shall, and hereby agree to, indemnify
and hold harmless, the CITY from and after the Closing Date against
any damages, as hereinafter defined, from claims of any person or
entity not a party to this Agreement which arises out of: (1) any
materially inaccurate representation made by SLA and SLUC in or
12
FrL\Haue\51440.3\a1 /18/94
under this Agreement; (2) breach of any of the warranties made by
SLA and SLUC in or under this Agreement; (3) breach or default in
the performance by SLA and SLUC of any of the covenants,
conditions, commitments, agreements, duties or obligations to be
performed by it hereunder; (4) any debts, liabilities or
obligations of SLA or SLUC incurred or accrued prior to the Date of
Closing. The CITY shall notify SLA and SLUC of any such claims
within thirty (30) days of its receipt of notice thereof. Damages,
as used herein, shall include any obligations, losses, costs,
expenses, injunctions, suits, fines, liabilities, penalties, and
damages, including reasonable attorneys, fees, whatsoever that the
CITY incurs as a result of judgment or order rendered by a court or
agency of competent jurisdiction. The obligations of SLA and SLUC
contained herein shall survive the Closing for a period of one
year.
Section 13. Covenant Not To Engage in Competition Exception
to Exclusive Service. So long as the CITY constructs the
Wastewater Line or otherwise provides wastewater service to
Sebastian Lakes for the Existing Customers and Future Customers,
SLA and SLUC agree that neither shall engage (the "shall" being
used in a mandatory definition) in the business of providing water
and/or wastewater service to Sebastian Lakes. However, if the CITY
shall fail to provide wastewater utility service to Sebastian
Lakes, then SLA and SLUC shall have the right to provide
wastewater service to Sebastian Lakes or make other arrangements
to obtain wastewater service from a third party provider subject to
applicable law.
Section 14. Closing. Provided that all conditions precedent
to closing have, in fact, been so performed, the place of closing
shall be at the City Hall of the City of Sebastian, Florida.
Failure of the transaction contemplated by this Agreement to close
on or by the Closing Date due to the actions or failure to act of
SLA or SLUC or CITY shall constitute a default in this Agreement
and entitle the non -defaulting party to exercise any and all
remedies available to it. Immediately following the Closing Date,
the CITY shall have full right to the possession of all of the said
facilities wherever the same may be located.
Section 15. Closing Documents and Procedures.At least ten
(10) days prior to the Closing Date, SLA and SLUC shall deliver to
the CITY:.
recordable form, of An
llthe instrument
s or others interesin ts appropriate
property applicable to the water distribution facilities and
wastewater collection facilities described in Exhibits "B" and "D"
hereof, conveying to the CITY all of its right, title and interest
in all such property, together with all utility improvements
13
FTL\HALLS\51440.3\01/18/94
thereto, and warranting that such easement rights and rights to use
dedicated rights-of-way are free and clear of all liens, security
interests, encumbrances, leasehold interests, charges or options,
covenants or restrictions;
and transfer. (2) Bills of sale or other documents of assignment
(3) List of Existing Customers.;
approvals; (4) All permits, governmental authorizations and
(5) Mechanics lien affidavit as to personalty
(6) Documentation acceptable to the CITY evidencing
the proper authority of the individual executing the closing
documents on behalf of SLA and SLUC; and
(7) Such other documents necessary to effectuate
the transaction contemplated by this Agreement, as determined by
the CITY.
Section 16. Responsibility for Professional Fees and Costs.
Each party hereto shall be responsible for its own attorneys' fees,
engineering fees, accounting fees and other cost in connection with
the preparation and execution of this Agreement.
Section 17. Assicmability. This Agreement shall not be
assignable by SLA and SLUC or the CITY without the prior written
consent of the other party hereto, which consent shall not be
unreasonably withheld. Nothing in this Agreement, express or
implied, is intended to confer upon any person, other than the
parties hereto and their successors, any rights or remedies under
or by reason of this Agreement.
Section 18. Accounts Regeivable. The sale contemplated by
this Agreement shall not include any accounts receivable or other
debts and receivables due to SLA and/or SLUC in respect to the
operation of the wastewater collection facilities through the
Closing Date. Or shall the CITY be responsible for the collection
for any accounts receivable occurring up to and including the
Closing Date. If after the Closing Date, the amounts received by
the CITY include receivables related to service provided by SLUC
prior to the Closing Date, then said amount received shall be
delivered to SLUC. The CITY's determination of amount shall be
final.
14
FTl\HALLB\51440.3\01/18/94
Section 19. Commissions. Both SLA and SLUC and the CITY
warrant to the other that the transaction completed by this
Agreement is a direct, private transaction between SLA and SLUC and
the CITY without the use of a broker or commissioned agent.
Section 20. Further Assurances. Each of the parties hereto
agrees that, from time to time, upon the reasonable request of the
other party and at the expense of the requesting party, without
further consideration, it shall execute and deliver to the
requesting party any and all further instruments, affidavits,
conveyances and transfers as may be reasonably required to carry
out the provisions of this Agreement.
Section 21. Notices: Proper Form. All notices which are sent
to any of the parties shall be sent by registered mail, return
receipt requested or by federal express or other overnight mail
with proof of mail to the address as shown below:
As to Utility:
As to Associates:
As to the City:
Sebastian Lakes Utility
c/o Chase Manhattan Real Estate
Finance
101 Park Avenue
New York, New York 10178
Attn: Kevin Ward
Sebastian Lakes Associates
c/o Chase Manhattan Real Estate
Finance
101 Park Avenue
New York, New York 10178
Attn: Kevin Ward
Utilities Director
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
Section 22. Entire Agreement. This instrument with attached
Exhibits constitutes the entire Agreement between the parties and
supersedes all previous' discussions, understandings, and agreements
between the parties relating to the subject matter of this
Agreement.
Section 23. Amendment. Amendments to and waivers to the
provisions herein shall be made by the parties only in writing by
formal amendment.
15
FILL\HALLB\51440.3\01/18/94
Section 24. Disclaimer of Third Party Beneficiaries. This
Agreement is solely for the benefit of the formal parties and
Successors (as herein defined), and no right or cause of action
shall accrue upon or by reason hereof, to or for the benefit of any
third party not a formal party hereto.
Section 25. Binding Effect. All of the provisions of this
Agreement shall be binding upon and inure to the benefit of and be
enforceable by legal representatives, successors and nominees of
the CITY and SLA and SLUC.
Section 26. Time of the Essence. Time is hereby declared of
the essence to the performance of this Agreement.
Section 27. Applicable Law. This Agreement shall be
construed, controlled, and interpreted according to the laws of the
State of Florida.
Section 28. Remedies. In the event that any party to this
Agreement fails to perform or abide by any of the terms,
provisions, covenants or obligations contained in this Agreement,
the non -defaulting party shall have the right to exercise or
utilize any appropriate remedies available to it for the
enforcement of the terms and conditions of this Agreement by
whatever means are provided by law or in equity, including, but not
limited to, the right of specific performance.
Section 29. Consistency of Wastewater.
Pretreatment Requirements. SLA and SLUC by the
recordation of this Agreement hereby provide notice to Future
Customers that the sewage to be treated by the CITY is required to
be in compliance with any pretreatment requirements of the CITY or
any other governmental entity or agency. SLA shall record this
Agreement along with Exhibit A to the Agreement at its own cost to
provide such notice.
Section 30. Termination and R lincguishment of Franchise
Upon the Closing, any franchise now held by SLUC, copies of which
are attached to and incorporated in this Agreement as Exhibit "I^
shall terminate, and all rights, duties, and obligations thereunder
shall cease and be void as of the Closing Date.
16
FrL\HALLB\51440.3\0 1 / 18/94
Section 31. RADON GAS. RADON IS A NATURALLY OCCURRING
RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN
SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE
EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND
STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE
OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date specified below with the City authorized to execute
this Agreement by City Council Action on the day of
/ 1994.
17
FTL\HALL3\51440,3\01/18/94
ATTEST
CITY OF SEBASTIAN, a
Flora a munici
N,orpoion
Name: ccJYL Name
City lerk,,City of Sebastian Title:
Approve as to form and content:
Charles Ian Nash, City Attorney
STATE OF F R DA
COUNTY OF pel_
The fore oing instrument was acknowledged before me this 94�,
day of F 1994 by % vYy% &. /rvJ_—cL I as
�d�Ye 2 of CITY OF SEBASTIAN, a Florida municipal
corporation, on behalf of the corporation.
AFFIX NOTARY STAMP
N JOANNE SANDBERG
Node PLOW Sdd of FId10t
4/OMWftW nE)V APR 30.1964
COMM 1 cc 00MM
18
FTL\HALL3\51440.3\01/18/94
�1LL ,�IPgM ill / /
SigFyature of Notary P is
(Print Notary Name)
My Commission Expires:
Commission No.:
—
R Personally known, or
❑ Produced Identification
Type of Identification Produced:
WITNESSES
Name:
Name:
STATE OF PB� NEW y0 44
COUNTY OF &�Ct
SEBASTIAN LAKES
UTILI
By:
Name•
Title: 7=1 tdeh-I-
Address: % Chase Manhattan Real
Estate Finance
101 Park Avenue
New York, New York
10178
The foregoing instrument was acknowledged before me this /4f 7t
da of t7AV&4 1994, by cTif�/I � /77c ,D0N-4 1,! , as
.QII of SEBASTIAN LAKES UTILITY COMPANY, a
&'f/ corporation, on behalf of the corporation.
S> ure of Notary Public
AFFIX NOTARY STAMP
19
FTL\HALL3\51440.3\01/18/94
(Print Notary Name)
My Commission Expires:
Commission No.:
Personally known, or
❑ Produced Identification
Type of Identification Produced:
JUDY M. HANDWERKER
Notary Public. State of New York
No. 24-5011114
Qualified in Kings County
Cort.-Masinn Fnirss April 12. 189s
WITNESSES
Name:
Name:
STATE OF 2SGRq9r, NEAJ%/pe4E
COUNTY OF Al .64d V o
ASSOCIATES:
SEBASTIAN LAKES ASSOCIATES
By: St. Paul Corporation, a
Maryland corporation
By: J 7,
Name: G
Title:
Address: °k Chase Manhattan
Real Estate Finance
101 Park Avenue
New York, NY 10178
The foregoing instrument was acknowledged before me this A4
day of r7y4dltA�eU , 1994, by eTi1fN Mc-pa,#vt ,#
bew-7 of St. Paul Co as
and
corporation, as ES ilk �„/ T Of EBASTIAN LAKESUTILITYCOMPANY:
AFFIX NOTARY STAMP
20
FTL\HALLO\51440.3\01/18/94
bigture of Notary Public
(Print Notary Name)
My Commission Expires:
Commission No.:
661"Personally known, or
❑ Produced Identification
Type of Identification Produced:
JUDY M. HANDWERKER
Notary Public, State of Now York
No. 24-5011114
Quall0ed In KinOe County
COTRYaaion E>;plrea April 12, 16 5
LIST OF EXHIBITS
Exhibit
A
Legal Description
Exhibit
B
Onsite Water System
Exhibit
C
GDU Agreement
Exhibit
D
Onsite Wastewater System
Exhibit
E
Certification of Engineer
Exhibit
F
Package Plant
Exhibit
G
Contracts of SLUC
Exhibit
H
Customer List
Exhibit
I
Franchise Ordinance
21
FTL\HALLB\51440.3\01/18/94
Exhibit A
All of the Plat of Sebastian Lakes, Unit 1, as recorded in
Plat Book 12, Page 11-A of the public records of Indian River
County, Florida.
FfL\HAL18\51440.3\01/18/94
Exhibit B
The Onsite Water System shall be those facilities shown on the
drawing entitled "Sanitary Sewer and Water Distribution System As-
Builts" prepared by Caufield & Wheeler, Inc. under Job Number 2348,
dated 11-12-93 and bearing a final revision date of
FTL\HALLS\51440.3\01/18/94
Exhibit C
GDU Agreement
FTL\HALLS\51440.3\01/18/94
and between SEBASTIAN LAKES ASSLX:IXIT.S hcrelnarleC rcierceo to as wcvc. wl.�• ..,.,.
:NERAL OEVELOPHFNT UTILITIES, INC., a Florida corporation, hereinafter referred to
Utilities.
WITNESSETH
WHERFJ.S, Utilities owns and operates water treatment facilities in Indian R..••^_r
iunty capable of serving Developer in addition to the present consumers of
id,
WHEREAS, Ceveloper has requested Utilities to serve a 416 multi -family pro;___, .n
:lie property described in the attached Exhibit "A"; and,
WHEREAS, Utilities proposed to serve the consumers within the areas encompassed by
eveloper; and,
WHEREAS, Utilities has agreed to furnish water and said property, and to enter into
.n Agreement with Developer specifying provisions and terms concerning same.
NCH THEREFORE, for and in consideration of the mutual promises and obligations
iereinafter set forth, the parties do hereby agree as follows; ,
A. UTILITIES AGREES:
1. To furnish to those Customers located on the property described in Exhibit "A-,
Turing the term of this Agreement or'any renewal or extension hereof, potable treated
water in accordance with standards of the state regulatory agencies of the State of
Florida.
2. To furnish water at a reasonable constant.normal pressure in accordance with
public health requirements. Emergency failure of pressure, or supply due to breaks -in the
main water supply line and/or power failure, flood, fire and use of water to fight fires,
catastrophes end other matters beyond the control of Utilities shall excuse Utilities
from the provisicns hereof for such reasonable period of time as may be necessary to
restore service to normal conditions.
3. It will, at all times, operate and maintain its treatment facilities in an
efficient manner and will take such action as may be necessary to provide the capacities
required. Circumstances resulting in the temporary or partial failure to deliver water
as required by this Agreement shall be remedied with all reasonable dispatch. Ir. the
event of an extended shortage of water, or the supply of water available to Utilities
for distribution to its Customers is otherwise diminished over an extended.period of time
-u- -•.....i., ni uar.r to the Developer's consumers shall be reduced or diminished in the
actio 'or proportion as the s 1 to Utilities' Customers is
y .uced or diminished.
4. To provide water in such quantity as may be required by Customer, up to but not
exceeding an average monthly amount of 112,300 gallons per day.
3. DEVELOPER AGREES:
1. To construct a water main from Barber Street and Landsdowne Street to the
ocundary of Sebastian Lakes on Laconia Street and install a meter box, meter, and water
' facilities as defined by Utilities at time the plans are approved by Utilitiesfor:Onstruction.
2. Upon completion of construction of the water facilities and Utilities engineer
approval, Developer shall convey those water facilities to Utilities by a Bill of E -.la
Ind will provide Utilities with a No Lien Affidavit, a Release of Lien, a detailed cost*
Df construction, and a certified reproducible set of as-builts of the water lines oescrt*ed
in this paragraph. This paragraph shall be a condition precedent to Utilities pro.-, ny
any service and any responsibility for Utilities to operate said facilities. Upon
completion of the terms of this paragraph, Utilities shn11 undertake .ownership, opo -.tion
and maintenance of all water facilities up to the water meters.
7. Developer shall construct all water lines required to be constructed within the
property described in Exhibit "A", and to the point of connections on Barber Street.
dhenever Utilities has the right of consent or approval, such consent or approval
be granted or denied within 45 days of request, in any event'it shall not be unreasonably
withheld. All the construction shall be subject to the approval by the Utilities'engineer.
D•sring the entire period of construction, Utilities shall have the right to have its
engineer inspect the construction of said facilities. No application for necessary permits
shall be executed or approved by Utilities until plans and specifications for construction
have been reviewed and approved by Utilities' engineer. Prior to transfer of ownership
of water facilities, it is expressely agreed and understood by and between the parties
to this agreement that Utilities shall not be liable for any damage or injury which may
be sustained by said Developer or other person resulting from the carelessness, negligence,
or improper conduct on the part of any other agents, or employees, or by reason of the
breakage, leakage, or obstruction of the water, sewer or soil pipes, or other leakage .in
or about the said land, excepting, however, Utilities shall be liable for its misfeasance,
malfeasance or neglect of its employees, agents or contractors.
4. To Day Utilities total connection charges in the amount of $96,578.00, which
Ire itemized as follows:
a. To pay Utilities a water connection (plant capacity) charge at a rate of
5.86 per gallon, total $96,578.00 based on the agreed upon pan and stipulated flow
rate of 112,300 gallons per day.
b. To pay a Guaranteed Revenue Charge in the amount of $3.10 per unit per mon-
for those units, of 'tie intended 416 Units of the project, not connected to tl
system beginning twelve (12) months from the execution date of this Agreement,
until each unit is connected and.utilizing the reserve facilities. Payments fr
these items will be made upon submission of appropriate invoice by Utilities
following the execution of the Agreement by the Developer.
5. Developer recognizes that the above charges are based on the actual connection
rates approved by the City of Sebastian and agrees that if these rates change before all
the units are connected, to pay the rate approved by the City of Sebastian as the additic
units connect.
6. The water connection charges contained in the Agreement are based upon the
estimated gallons of usage to be supplied to Developer and Utilities reserves the right t
revise such figures to conform to the actual usage, which may be computed at any time by
averaging the prior three (3) month period during any calendar year, during the life of
v
this Agreement. Developer agrees to pay any additional water connection charges which
would be required by applying the rates contained in this Agreement to any recomputed
gallons of usage.
7. Utilities is not obligated to provide plant capacity or service in excess of
the amounts estimated to be supplied in this Agreement. All charges have been based upon
estimated usage and Utilities may require Developer to curtail use which exceed such
estimated requirements.
S. All rates and charges made by Utilities to Developer, and to future customers
who will be serviced by Utilities, shall be made in accordance with the tariff filed by
Utilities with the City of Sebastian in accordance with such tariff, as amended, as may
- be from time to time adopted and approved by the City of Sebastian, in accordance with
its regulatory authority contained in applicable statutes, ordinances, rules and reg-•.latio
9. To notify Utilities in writing not less than sixty (60) days prior to estimated
date of completion of construction of facilities requiring water service, the de-- o.. whir:
Developer will require initial connection to water mains.
10. That the provisions of this Agreement shall not be construed as establishing
3 precedent as to the amount or basis of contributions to be made by Developer or other
:ustomers, or the acceptance therof on the part of Utilities, for other utility system
axtensions that may be reuqired hereafter by Developer and which are not presently
overed by this Agreement.
11.. To pay Utilities for the monthly service within twenty (20) days after statement
.s rendered by Utilities, all sums due and payable as set forth in such statement. Upon
:he failure or refusal to pay the amounts due on statements as rendered, Utilities may,
:n its sole discretion, terminate service.
12:. No tie-ins or hook-ups to the water system shall be made without the express
_onsent of Utilities.
13.. To grant Utilities whatever easements are required to provide utility services
to the Developer's property.
14.. Developer agrees to install, at its expense, a back-flow control device, as
specified by Utilities. Utilities shall have the right to inpsect the Developer's
facilities at any time to check for cross connections and any other possible sources.of
ontamination. The Developer agrees to correct, without delay, all such hazards to the
system at its own expense. '
UTILITIES AND DEVELOPER AGREE: -
1. This Agreement shall be governed by applicable rules, laws and regulations :..
any governmental body, federal, state, or local, including departments and agencies
having jurisdiction of General Development Utilities, Inc. The parties agree to w: bound
by such increase or decrease in gallonage amounts and rates which may be prescritra, from
time to time, by said body or other agency having jurisdiction thereof.
2. This Agreement shall be binding upon the successors, assigns and legal
representatives of the respective parties hereto.
3. Any notice required to be given pursuant to the terms of this Agreement shall
be deemed properly given when sent by United States Certified Mail, Return Receipt
Requested, to the respective parties herein, at the last known address of either of the
parties.
4. This Agreement shall not be assigned without the prior written consent of
Utilities, which consent shall not be unreasonably withheld.
' ' V."% LM
Tic Parties undcrso t1 that this Agreement mw^t rev^ive prior approval of Lite
of Sebastian and that should such approval not be gives., the parties shall be
elicved of all obligations under this Agreeinent.
6. Tennination of this Agreement by either party shall be upon application to
nd approval by the appropriate governmental authority.
N WITNESS WHEREOF, the parties have caused these presents to be executed on the day a.
ear first above written.
.5%'O_cFq
Y
P _
SEBASTIAN LAKES ASSOCIATES
By-
G. A. K].@.in, vice Presiear,t, T
St. Paul Corporation, Ma.aging
Partner
ATTEST:
By: ..
ATTEST:
LEGAL UESC1t112111I0N
All that Part of t '• East,of
of the Feast ere g bSection 14.1' astiea Road TovnshiP 31 South, Reage —
thatlying South llsmer4
South, art of Raage 38 the
Fa s{North l 112of South Northeast 1/4 of (Sec{ioState R*ad 51.2) clso
yin Sa end
512), LESS right of way as recorded of the Fell smere-Se a 23, Tonxship 31
the public reco records.of rd ed in Official Records Road (State R
Indian Rives county,ords Book. cae
Florida. 225, p.;;a ld6 ax:
E X H I B I T A
, 3�IUNM L•N'C
THIS .0;RELM ENT, by and between SEBASTIAN LAKES ASSOCIATES, hereinafter referre
to as '•Developer", SEBASTIAN LAKES UTILITY COMPANY, hereinafter referred to a
"Assignee", and GENERAL DEVELOPMENT UTILITIES, INC., a Florida Corporation
hereinafter referred to as "Utilities".
WHEREAS, Developer desires to assign that certain Agreement (the "Agreement"
executed by Developer and Utilities on November 14, 1984, to Assignee; and
WHEREAS, Utilities has been requested to consent to the assignmert
.agreement to Assignee and to continue of th•
to serve consumers within the area owner
and developed by Developer and covered by the Agreement; and
':OW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS EXCHANGED EY ANI
AMONG THE PARTIES HERETO, THE PARTIES AGREE AS FOLLOWS:
Developer, for and in consideration of the sum or
-onsiderations, receipt of which is hereby acknowledged510.00 and other valuable
, has granted, bargained
sold, assigned and transferred and by these presents does grant, bargain, sell,
,ssign, transfer and set over unto Assignee, the Agreement, a copy of
ittached as Exhibit "1". which is
2. Assignee hereby agrees Co assume all obligations and be fully responsible
for all actions which were required of Developer under the Agreement s.ttachec
as Exhibit "1".
`y am 3. Utilities hereby consents to thL. Assignment of the Agreement solely upon the
=ondition that Assignee agrees to be fully- liable and responsible for all actions
required of and all representations made by the Developer under the terms of the
.agreement, attached as Exhibit "11-.
}. All other terms and conditions of the Agreement shall remain in full force
-,nd effect.
IN WITNESS WHEREOF, WE HAVE HEREUNTO SET OUR HANDS AND SEALS ON THE DATE DELOW
6RITTEN:
:EB STIAN LAKES ASSOCIATES
3Y:
AYNE E. OLSON'( e r ) PS VICE PR
PAUL 2�lIi$ ERNIAG=
-- vITNESS:
WITNESS:
JATE:�
BY: /
ATTEST:
,I.TC. 1 .ply
SEBASTIAN TAKES UTILITY 0a4pANy
'
BY: v i—
IL MUTE E.
WITNESS:
WITNESS:
DATE: ff�2'1
F LITIES, INC.
•.u. uauY
Ed
Exhibit D
The Onsite Wastewater System shall be those facilities shown
on the drawing entitled "Sanitary Sewer and Water Distribution
System As-Builts" prepared by Caufield & Wheeler, Inc. under ,lob
Number 2348, dated 11-12-93 and bearing a final revision date of
FTL\HALLB\51440.3\01/18/94
Exhibit E
Certification
I hereby certify that the
Distribution System As-Builts of
true and correct to the best of x
under my direction on
FTL\HALLB\51440.3\01/18/94
attached Sanitary Sewer and Water
the hereon delineated property are
iy knowledge and belief as surveyed
, 1994.
David P. Lindley, P.L.S.
Registered Land Surveyor #505
State of Florida
Exhibit F
Package Plant
FTL\HALLB\51440.3\01/18/94
+i.
SEBASTIAN LAKES WASTEWATER TREATMENT PLANT
SEBASTIAN. FLORIDA
EGAL �rhIPT1LC:N;
Trart "Z11 it
KES
NIT
thereof, as recordedNinAPlatUSook112,aPageslll the
Public Records of Indian River County, Florida.
!E FT N Q� FA��LITIES
Undergr_QW Lift_`Sion;
I.tq, C�_.
A complete automatic underground pumping station with a
required equipment installed in u-concrete°wet well, and con
valve vault. The principal items of equipment include two
submersible.,mator-driven, items
Crete
and appurtenances; automatic i sage pumps; piping, valves
control panel with circuit breakersg tnrtel controller; central
wiring,
�i'�ers and all -.-
Wastewater Trearp1ent pl n
Facility is permitted as 0'0(;0 MGI; design capacity conracr
stabilization,wastewater treatment fac-lite with surge com rot
and dual sand filters., The disinfected reclaimed water is
discharged to ground water via twr: (2) percolation ponds (38,ono
+/ .;quare feet total area with ;t design capacity of 0.120 mGD)
and no discharge to surface wate-s,
The g steel al:items of the concrete modular treatment plant
include a steel splitter box with manually cleared inlet bar rack
and ersiblecpuinps. low; two 5,000 gallon surge tanks with tw o
submersible dumps; one_5.;000 gallon contact }anktwo 6;200
gallon secondary .clarifiers with 3" eontacts:; three 5,000 gRhlon
reaeratioa tanks; two air blowers and air diffusor system; t%40
filter dosing and filter 5,000 gallon aerobic digestors; two 4' diameter tertiary •€,ltrrs;
backwash/chlorine contact bchamack ber: °ne 3,0en gallon
piping, fittings, valves and a enelemergeney generator
Ponds with permitted area of 38,00.0e+/ csgf, aTwo re (2) percolation
effluent disposal, One remote are
building, provided fog
water and electrical service are included uil intu
g, as well•a9
e plant
yh,. • :w:'.'xi"c q. r,,.. . Fal
_ I N, C,_ f
MY
_._.SEBA_STIAN LAKES WASTEWATER TREATMENT PLANT
SEBASTIAN. FLORSDA
EGALSSqIPT�c'.k:
Tract "F", "SEBASTIAN LAKES UNIT 1", according to the plat
thereof, as recorded in Plat Book 11 and 11A of th.
12, pages
Public Records of Indian River County, Florida.
DESCR�ON Q FACILITIES
UndergXQttpd Lift Station:
complete
required equipment tinstalled omatic dingaoconcr �und
Pumpinetswell, andtconr-rFte
valve vault, The principal items of equipment include two
submersible__motor-driven, non -clog sewage pumps; piping, vair�s
and appurtenances; automatic dumping IE-vel-'oontrolIer; ceritraj
control panel with circuit breakrrs, mr•tor=�Tgi'£ers and all
wiring. _
Wastewgter Treatme_ ___int P_1�
Facility is permitted as 0.060 MGP design capacity contacr
stabilization wastewater treatment: fac. Iity with surge corrrrol
and dual sand filters. The disinf.ecteO reclaimed water is
discharged to ground water via twr; (2) percolation ponds (38,on0
+/ :.quare feet total area with ;tdesign capacity of 0.120 t7aot
and no discharge to surface wate-s.
The Principalitems of the concrete•modular treatment. pla,rtt
include a steel splitter box with manually cleared inlet bar rack
and emergency.overflow; two 5,000 gallon surge tanks with tw o
9abmonsible secondaur s,. one. 5, 000 gal Ion contact,-tink;°two 6,200
reaeration tanks; ctwo lair rs with 3
blowersand91 d:xirodiffusoresysttem;g-�wLon
5,000 gallon aerobic digestors; two 4' diameter tertiary 'F1lters:
filt.r dosing and filter back pumps; one 3,000 gallon
backwash/chlorine contact chamber; emergency generator
piping, fittings, valves and appuf•teonane nces, Two (2) percolation
Ponds with permitted area of 38,000 +/ s -f. are provided for -
effluent disposal. One remote equipment building, as well -as
water and electrical service are included within the plant srte.
Exhibit G
Contracts of SLUC
FfL\HALLB\S 1440.3\01/18/94
..vac, It4.o0
verba, a
P, as •bevel
aloride actp
Company-,
348409
!tar rerarred
CCWAXT, a
as 'service
"2031"AS, Developer owns or controls lends located in
Indian alvae County, rlorlda, AMC described in Uhibit A.
h .
a ttaChad hereto and made a part hardas as it fully ■at ase In
tis paragraph, and hszeinatelter refarrad to as the •Proport77
dad Developer intends to evop the property by erecting
thereon, individually-matersd residential units, generalaarvice ,nits, or a combination of these; and
WH23 Aa. Developer desires that the service Caepany
Provide central water diatrib%tion and swage collection
sssvice Por Developer's Property narefn desorl Dadi and
wOMLX$, the selvico Company is willing to provide, in
Company'se�Jth the cnifore Policies sand aof this prodeaarea N eua�i Agreement and
ewelar
A44 lawatO"le services to the Property and thereafter opeate
sllosble feel SStiee aa* that the oaoupants of the leprgvement■
on the property will ra0eive an adequate water 493101Y and
swage collection and disposal Service from Service Company;
pramines,b�he R muttuala, undertakingsr and ina n: ns.griimenta Dherein
oentained bad esavw.d, Devalopar and Service
covenant and agree as follovd: Company hereby
I.
PM4.9svageln0 akskeeeata era true and correat.
- I. The following definitions and refereaCas are given
lea tag purpose ad inkarpeotiag the
tarry of used in this
Agreasteat and Apply unless the Context indicate$ a different
aaanlag:
(a)All
facilities
on the consuner-s side of tha point of
deliTr.7Y
(b)
•Cnntriha tien,fn aid eC-c$serdfen /
d
ion
?he sum of mney and/or eke Ies oz tas PzoPeety
reprelented by the cost of the water distribution
N a 7
and swage collection systems, including lift
=fib
akati!ns and treatneat Plants, coastzuatad or to
be
{
or
eonaezucieo by a Deva loser or owner, which
Developn or owner
.; 01.
transfers, or agrees to
tzansfor, to -service company at no
SV
LL
cost to
omdes
cervica Cy in order to induce service
Company to provide utility service to Specified
r
Property.
(d)
•Devatenment iMac _ A subdivision or
d0a$tructlon pnaes Of tae construction or utility
facilities on the Prapasty.
(d)
•Eaeiralant Laida 1 1 r ♦ A
reetu uay ns sanwn a elven average daily ilw
(ADY) to the aquivslstt
number of residential
conneotloas. rot cols -purpose, the average daily,
flaw oil an. aqui.alent resideatiAI connection
(EAC) is 3d0 gallons day
per (gpd). The number
O.R. 794 Pa 2831
Of sacs contained in a liven ADI is determined by
dividing that ADT by 150 gpd, rhe determination
Ea
ad the nunber of ed for the rroperty @bell be
tubjtet to factor'" a outlined in Service
lion al.
CAaPaoY'■ Vniform Policies sad Procedures
A residential, COmoercial Or industrial COlMuser
mar thus require a larger number Or gallons per
dsY than 170 depending upon water
cha:acterlstice. damns
(e) 'SlnyarAwwd f An amanut of ass
sulticieRt to defay
ray all or a portion OF Servior
Company'• Coat of maintaining stand -try aervlce
availability for Dareleper as de;lead Sa 73or3da
Adniaistrativs code end OEdars of the rlotida
Public Service co/nnias3on, or itt WCcenees,
Fran tL a to time.
fE) -seesaw ee
Dsrer---• A document atedoted by
avaloper erpressiag . formal order 77wasuanw to
the 04T410"Agreement, for epeci[io ween
and/or sever service.
(g) •feint e; Holl - The point wnera the pi pea
or mepipes) f service company Its Connected with
the pipes h the tommumer, Dale&& atharwi■e
indicated, the point Of delivery shill be the
auslaasar•s aide or discharge ade of the water
i
roOter(s) that will be utilised for delivery o;
water cervico, end the atwr vain or last naMola
owaad and operated Or aerviae campa�q [or seWi
service,
@anise ewnpany shall,conditioaaaordSnp to the teres Wer
aPPvzNa�neas ttozskj own all DSDea end
ather+..t" agreed upon.
of delivery, unless
ipes 9130
appurtenancss inside the Point aE Of delivery ery
belong to others. shell
(h) • • - The area of 29CCDI Of +and
describe In Exhibit A• by legal description,
ane q &hewn on sxhibLt •s• attached hereto and
made a part hereof.
il} •d��• - TRe -aadinear end ablli 1
Part of dervire C�;WAAY to furnish and as at Sn 1
sere mw r .,*r service
to the Poinh of deliyesy
tales and :agulationa of dVp3lCable eto ipulaieey
fort ;i a� Aatfnitaae.. Within .a paries Of
i
W (ed) Soya Ittar ezaCutiOn Of this Agreement, err f
gabs t0 t the yes 3&au3a9 • Act ics -a rrocaeo to aerTiCe
cempany. at the a�snse of Developer, the Dewelepar agree& to
de:_vu i ServiCa Company a copy Of the Title lnsuance POLICY
or o opialan of title from a gdaiifiea artoiaey-at-law, w1Ca
reporttontotheestrtnsrol'th�hit 09"Saa &hal includet the amp = of the
legal tide noldars, tla outsCanding nortg&ges, taxel, liens '
Purpose COT@of av The pr0vi&ione of hieAcip&ragnph are for the
amclustva rignca nor carving Comrniaea SB thIS Agr4tOrant the
I
7
1
O.R. 7S4 P6 2832
or aver faeili ties aadaropertie■ a£ sosvlee Conpaay, eta all
protel4n o, o tot able to Developer WSeh respect to no end
.11
ct ebargae, no iaeereat pennant oo said Uatgei sad otherwise,
un
are spa l Ds irovidtlll Persaaa or aetities, ",l for that
Which mayp in ashibit •C•,
not M an AMY u r or o!!'"nes". o! Water sed ■awn aerrioa "ball
CooPany Cos such service Or Y services agalns rendered by service
l' or bill
Developer shall set be Ali to seems hit
the charged
paid•
shy claim or claims of Service Caapay., Including cngged again=
)LAT
of contract, damages Or Charges of the line of ise for
Company,
caDeeet7 e1 as forlel all"raciershall
p PeT. bevel £111, plant
time at esaDutlaA Ile reef. aThie reserved Y beadoa lel the
projeoa " open Cla ,bares. aowever, Plant ap be for entire
be read rwd tot that Which plant caoscliyO capacity
yil haul been paid. in Phe wend lebs11 per slaeta to pay plant capacity
charges in hales, pay snob Plant capacity q
lull for snob phase payor to the comuacarrnt o1 . eh "suin
ch
puree.
,),ha d. Byuiyaian wastes rsi
parties a nee that tAe caPaeStY aeedto
tl
f1 to 1116 arep•ry la 9f1 a`uivazaaC reslaoatli2 vconaservice
(anne) for Potable voter mpP3T aad 171 eaoSvalent roaidacelel
+
that
hatathe A (alfa) for waatavatot remove). Dweleper aglaas
tJS
exceed athe vnumberrof unit�rotoi*ei�p reserves hazeby ,hail not
reserved hereby pursue to Sshih?are .3eht for Which caverltT is
) aAa •C .
I before S rvice om a ' e Parties recognite that
Dweloa•r ayes p nyr tim Oen bad a to c/zry out this Agrealeant,
' shown in est/Chad Exhibits and clo�ar `Oenwtloa chazgaa se
I
written sdtioe to Proceed, when 1ppsopriate. it. Svice ki yndestooQ
and agreed that oezvlae camyery .•be12 W 911-94 ■ rlrpncially
necessary
reasonable period of tiaWt td coartruct •-. ,1!t:•..
hepnary to Provide water lend sewer serol" to r)•o Preeart;
letter Recall Of the written notice to Proceed,
9. Ate— erS °•4A1—'—. - Service Company r. at"
and coll•cle �yizin•ded cavenuaa $ata d I
or Developer to order :o-delra a pro?ortiono: t; Woman:, hC110Q:d
! conte for ownership, opera tine and, maintenancefsti a Coal d
j useful ubillts' 14"'ll ties as Outlined in service COmPany s
Uniform pi and Proeadur a ganual. service Company shall
Savoica Developer and Developer shall paY plant capaiitY
quarsateed revenues on each phase o!. 9elopei's projoin
aommit"Ing at the time that Developer pays eve alae! ceragity
charges an
rereaue obaareDeveloper the It Pay main sstenalom or
"""a lines ter each ph Ne ere asserted
LMA that On -lite and/or
understands
ownership, Operation and � msintenby Service Company
uadsrrtands that eapscitn a guaranteed for Developer
only ter and to the .stent tees guaranteed rav rail a:: needs.
Stated otherwise, an 1! Developer elects not to Paia,
j rwaanse an any phase o!! his eoeutraet to p4Y guaranteed
understands that he risks
capacity
project, be
DweloFpOs's heads for ■nett phass(e)�when Deiiopeavailable
nevus same
1 Aosisirn codfnosvilo•haerare made, the guaranteed revenue charges
hall he he proyert lahately reauead. the
i SServicewCdomyinyntheehe
Ir I arab Invoice for thavprooedi g
ah,
O.A. 794 P8 2834
3057651477;* 5
to9. ai
pro"Of water tt
facilities, sad to
the Property with
prOvlded for herell
construct and to
the
feelliti�, and siwaym wcollsol
eQuipment. includino ;,Mplmo at4!
bduh arias of Developer's ptOperS
each lot yr unit within prp�
by service cc the
and will M dad m t'ed whip are tet,
by Developer
J0576514774 6
ri
Td induce aerviss
�qe Collection and disposal
'vide Consumers located on
servicaa, unless otherwise
IY Covenants and to to
•P and Control to service
•construction, the oo-sit■
L'ion Systems referred to is
Ste water distrloOGios and
mad imludae all rete.
A And lues an
Pipes,
related
tto in vise oserve
m
144"A
OR As Otherwise reglllrw
,d to in s'ahibit C. hsraaf
service Coep■my,
Of the appLiCatlonsa tori permits to OB prepared five (s) Copies
of tinalived as inaariw Pia end a sulticieat number of seta
professional engineer reQistersd lrtn the ens na'lad by a
(service Company will retain four (a)m metr&) stomp rite Florida
Of the final oeti•,atm of quantitioo ooq.inq all g with
of Sura
Copy
that tre o be dedicated to service company, Plans Sas shall show
tea on+site water distribution and sewage Conant sh syn Sena
propa.ad to be installed to Provide ■errise is llection witens
i.
the oo sitsfacilities
Such plebs will also snow the Sntstconnactio, Of
alta LaC121 ti es to the oft-altsfiCll
sOrvive Cenpay, or afs_OLts faeLlitiae thae
t maw ititoeastruotlea of the
by Caveloper or others and given to service comPinp, Ouch
detailed Plane mar be limited to the first daveloPmy, phase
Doll, mad rubrequaaf shoo mar to fureiaeod f,,m time ,to
time, µowevar, safe Such development pphhase aha21 Conform to ■
Meaner PLAN e the devettog o o! Sha Prapertp and {nfo oyster
pppiae mall be subwielad ka service CeaRasr coevprremt with vi
9evelopmeat submission
Devoelo mrg reserves plana for the first
Maatai plan asy time in much Manner as is notght to modify his
with service C a widuLY Interfere
modification, Shalllssu�it foVSiep pSe3 dialhsl modlEieA And
aetvioe Company, The Cost of mp modifications to derviCs
company. s esistlnq systems At to its Muter Plen test are
-ansed by Oeve30Per's modifications or changes Shall be horns
Sp Den lop er. overlino. -ball esuv Mie saginser to ■uant
Specifications governing the material to be used and tee methad
And manner w Ss AbAdtions. .All $ndh plans, specifications
meet the minimum aSpecificat ons of servicce PraMo: yn ma:eashall
snaili,dect e ni ue approvll he
al of Service Company, which approval
the Sight to -"LSA. Oche lrevised Name" pl•e reserves re
connection Charges that are to to Paid by the Developer at the
eine tam revised master plan Is suositted, s0 Construction
shall :A®encs until Cer-ltj Company and apptepriate regalatory
agencies h2'm approved ttu sewer
Jvh plana and a
cpediticationa in
writing.. canon po olts and aPprovea plana
appropriate 'xapulatory aVaneiam to bovelepor, mevalopsae iaantole eha
r and/or sewer
by
submit to service Company one copy Of estes
aarvlCe psroit(s) and approved plans, it eosa
COMM-Anfms prior to 1.1 Such approvals OM any tr
ctetas. %=
:squired hereunder, service Company shall have mo
retponaib111 ep to 1cCaPC such lines or raCllltias not to
Perlorm routine inspactlone of such linea or [acilitl u, and
Service Company may elect to terminate this Agreement and/or
not Pew Lde merYiee ro pmvoleper LLntil much tine as Daweloper
obtains Ouch .squired approvals and
vitnaued all of its xSquired inspettlService COmeanv has
GAS testa.
I R. 794 P9 2835
.. "` ' 3057651477;04 7
After approval at the, plana, spwll NlLLans and shop
arawings by aatvlee company and appropriate regulatory
pceaoaativat�0o opcoot*zrve� .Itb anglne record,
N ei IrRo ms,get
a tilit7
contractor, appropriate building efficial(s), all other utility
companies iany. !n the development a! the Property, slid
service company,
Developer shall provide to Service Company's inspector
A minimum of forty eight (43) hours notion, nacludinq weekande
and holidays, prior to COMMOeslfnt of COnitruCtlon. Developer
shall cause to be constructed, at Developer's own coat and
expense. gee water distribution .ad enrage collection sy,tecm
as sbewc oh the 02rovad plans and Specifications.
purine tbm conetrvctloe as the water di,tributien
and/or "W194 Collection aystasa by bevel* or, service company
shall have the tight td inspect such installations to datareine
oe*flianae with the appseved piano and opeclslastioas. The
ConpiSinci withtthi approvedl planss aanddt specifications to Service
Ooepary, eeeiaaer am raeaid pad utility oeatcaetow *kill be
present Lor all standard tests for pressure, exf iltratSon, Tina
and grade, infiltration and all gt1Wc normal onglasering costa
to datarsies that the aystaa* have bees installed in accardaa0e
with the approved plans and specifications, goon anginprlcq
practices,
and Marlaaa water worts association criteria, as
Well a■ ether federal, atate and local regulations which Ira
8epTieo oompsnDeveloper thorised (agent,, a to
to vcoaer the actat
ual
neat of all inspaakions of inetailatines sada by Developer or
Developer's Contractor, which charge Stall be in 002forman0e
with service compear-SUniform policies and Procedures manual
and also paovided ser Le Yshihlt •0•.
upon Completion Or construction, Developer'. engineer
ss eeos,vt shall er.beit to renins Cwneay a Signed copy of the
regulatoryioc p of completion subnttted to the appropriate
eees les thee h.tor dcertified
tnibatic, gyatm, a copy of
to some@ company r
biflce�lonigas
the baateriologfcal-esultt and a stretch showing locations of
All Sample points shill be Sncluasa. ran anglneez or record
abell s14e submit to sesvica of ties
CespsaTT sale mYlarS
is -built plans prepared and cattle ad by the IOXI engineer ke
record, and ammonia mylars of the recorded of
plat. ldnluding :he
deal as tion .hact(s).
transfer to service cse pommptar title yto0all waterblislaibutloa and
sawaas collection $Ter is installed thyy Developer or Developer,.
Doatzactor shown in Exhibit C• of
those 'bit Agreement dealing with
■aaStac+ eol3eobien asd potable water aoppir daeilibies
that will be transferred from Developer to Service Company,
pursuant to the provisions of this Agreement. Such conveyance
shall Lane effect at the timw surview Casereay issue* its sinal
20Ct0r OL acceptancis. AA further evidence 0f said traesiar of
title, upon the completion of the installation, but prise to
till 1esUenCf OL CM C1aaI letter or eacepts"M and the
rendering of aorvice by Servics Company, Developer shall:
(1)convey to Service Company, by notarised bail of
sola in form satisfactory to service company's
Counsel, the water distribution and sewage
collection systems listed in aahibit •c• ae
conatrucesd by DavalOPar and approved by SO:vice
C
ompany.
Q.A. 794 PQ 2836
• '° I ju0'1551477 9 8
(b) Providp Service CoMamy with copies o! invoices
trod oonbesators dad- from suppliers as materi►ls
far at
dedicated llaCOon Service utQOmoearixtamx r, rol diiaag
Oag'AOO:149 design bad inspection face so paid.
(a) rulalsh proof satisfactory to the Service Company
that the installation of the facilities and all
contractors,
ebocer and angiaebCOirat heel IIbeea paid etaalmsli
ears) by reisase oL lira or ether appropriate
means),
(d) warsaat to Service Company -bat Whom 431 utility
facilities installed by Developer have
C*Utructad in accordance with approved plea a6
ep•oiCicaticns she Sn coeplisace with all
maa
goverAtal and regulatoryloaner laws, rules
and regulations, dad that the said facilities
have beam aoasteuotid is s good and wa,hs nitka
manner,
(e) warrant and/or aearanty all ability faoilitios
being dedicated to Service Campo against faultyp
nd
workmanahip adefective n&tarsals for a period
Or ore (1) 7aar free the data of Ceryl..
Company f final letter of acceptance, also,
Developer shr:l asfign any and all warranties
aad/or g,alatenaeos bold* and the rights to
Developer a� obtains m from ally °� contractor
Monatmatknq
Developer$hallt rectum tsecondaarrily 00"t
iable onRRun;
warranties. If Developer doss at obtain Ruch
Written Warranty and/or maS.Yuanae toad frog, its
contractor and deliver same to Service Campabp,
which warranty and/or malAtOAUCe bond shall be
far ■ minimw period as ods (1) year, than in
such event, Developer. by the terms of this
hgreement, covenants to Indemnity and :ave
haralass the Cetvlae Company for any Sets.
damages, coats, claims, suits, debts or deonda
by Dee69a of defeat& in the system for a Period
o[ ora year from the date of tie final latter at
acceptance by the Smrvice Company.
(!) Deo+ide service Canpanr With all appropriate
operation/maintas[nce bbd parts manuals.
(f) SLrthar oeuse to be Conveyed to rowtoo, companr,
uiiment$ Land rights-afwOrj covering 1 areasliin
thigh toter and .awe arstetae &go installed, at
otherwise required. SA recordable form
satisfactory to Service Company$ Counsel, on
esrviee Compeer's standsaa easnmsst corn. It
applicable, Service Company mar require joinder
0 asp mortgagee and any condominium association,
-0 FtNO ive os other veadee of the pr.paftr.
(h). grant uaement or dead to service Company, in
recordable form an Serviq company -9 $Renamed
farm, a 23 1009 by 2$ foot minim= site, or as
otherwise required by Service Company, sof any
lift ftatioam oanatruoted on b.val0pet'a
property, &long with recordable ingress/egress
easements 0A service Company. standard easement
form sad satisfactory to caryia• Company.
0. R. 794 P9 2837
rVrVvrT� iR V
counsel, navvioper shall Provide a title
insurance policy or opinion of ■ttoraey a to
title of all such eaaemesas And rights Of Way.
latter of s eaptuhee y 'otCe aateeat d distrihe bution esnE Aaa rpae
collection sy.rems Installed or. Developer Shell constitute the
esaumotion of zapeneiDi lily by Carwioe
ny JOT the
continuous operation tad gaintchance of such arr�i a tram that
date forward, subject to the tOr" and don4ltiOns Contained
herein, •rcopk b got forth obeoe.
involves
whatever .the davelOpment of the subject property
■nd/Or sn the oOpinion ofx Unity 09 Se tice Cpmipile of •wsrQ oocauaen,
compaay of the Internal Water dlnyo tion ipaT Service
stribrollsceSem sy&ta•a to set wncusa Of sawagw
option• of the the
Service Company, Developer shell &Catlin owas'siip
AM tha obligation Car maintaglace Of such 0,81te Water
facilities loCated on the discharge tide of a mater motor and
Of sucb on-siu low" facilities 'netted oh the COnsusmY s side
qC the point of delivery, &a one" in Exhibit 'C'.
IA the event tae De.elopr. receives service for water
and/or sewer cacillcles not owned by the Servide COmpaDy, Caen
the Service Company shall have the unconditional option at eey
time to acquire, et no coat to the Service company, the
ownershserving company or uca companyhalt Otlitlax "excite omits toptioon to acquits W by �ova�orahlp
of the aforementioned facilities by pivinq written notice to
the rlvwelopet, its successors add sari qns, of its intention to
Written notice from the within sevicentcom any ache u Developer, its
auoCesaoCe and assigns, spall transfer, At no teat to the
8otolca Company, ownership as the facilitfoe to quesklen. The
service eampany shall prepare all decesesry doc=4nta for the
transfer of oWnerShip aesyoaalDla for the
maintenance th• facilities ashall ba r.ta, the ttaesfor of O"Offshlp
between the parties is completed.
in the •vent that service company, for w►ahaver
reason, does not take possession, ownership and control of
on -lite fsCilitles constructed by t1e Developer, and provides
Maxtor motartd serviceto the Developer for the use off several
consunata within the on-site taci
required toy llties, the Developer shall be
(1) Maintain water quality at each individual ivoutlet
which is in Compliance with all primaryand
raaardavy standard& promulgated by the florid,
Moaltb allpartmmt artment atoAAt no It imeu shalld�sor uch whir
quality et&ncarda b• required he be in *&Coco of
•:nae attuned at service Canpany's point o!
delivery to the master nater.
(ii) ldatituto a program of line Making in order to
help in the reduction of aedimantary� deposits in
the bav&loper-e on -fits 111148, and CedUc4 ase
yyoaeibillty that water gnallty sterdards will
Ea11 below those required by sub -section (i)
above. 9ueh lino slushing shall be ceodoeted in
accordance With teaonable anginaeting- standard=
a■ necasmary to meet the objectives Of outlined
h•r&In. ouch fluahiwg kall occur at a minimum
of not lessthan monthly. Developer shall
pratlG ServIa* Company A Mlaltnn or 18 hours
notice ofthe bime and place of such
O.R. 794 PG 2838
' ' 4W1db1477;410
slushing. tprelae company sue21 aeon Its
representative to observe Much flushing■ aad
record the amount Of water used for that purpose
an indicated by the instar. Developer shall re
solely and directly reeponalble for the cost be
of
CAC6�1 wslar used !a the flvghtnq of his on-site
L.rcllt Lieu, such pilling and coliecticn to be
conducted in accordance with the proves ions of
the Service Company -s approved thief!.
(iii) D4va1aP4r 115111 be :esponaibla for maintaining
111 OZ -Mita water ana sever facilities in
accords=* with res avnabiy prudent engtaeatinq
standards. Service compact shall beta theeightto inspect .he tctlitles of the octal
dur'Aope:
notice to etheDlDev#jpppeei hours
Service company
Carp oy
determines that the PA It has failed to
comply with she previsions at t section,
service Company n»all pprovtdo An explanation Of
the reason Lor ruch vlolathe tioa, at which point
or
such Other stime er haslllerelscnablr7 (neoaraat7 to
xr:ect the deficiency. Upon fa �lure to do so,
suviae company shall Lava aha Nowt ane right
ppp
to discontinue service is aacoedaraa with the
pr0v1..1oa of its approved tariff for
ymnt of bL 11 s.
'too, teat
raquisaa 004ut uatte
Developer may, be
Sol.
gap"**,-
water and/or fewer eaC111C1 as Sa gap"**, osrtain ort -pita
an -Mite facilities to Service Comyaaqer isl concoct
eerror eSn q va C�°Dlea�o5
gBtBnr. in audition, Developer may, At servioo
iaia o!!
'
pitatwieeibaadioriieedweto dedicate321 a PPaarCoupaOf
1 fto
!ar owasrsh/p, nalntasanee and operation.nr
All provision
aaPertain' Sn Section a above, entitled on-site
touslolinitstioa
t
A PprovalsilAcluding's"W
l th4np• Peralta and
Paragrtphs 9(s) to the provisions
9(h) Above, shall ale applicable
d1f-site wplee and Newer facilities ■31
coastrvotion,
13, SUMMAZU. Developer hereby giants and glvgs
gi
to service Compesy, its 7uceeasoia and eselgns, sue
the terns
'
'v
sand
to
of this Agrarment, the =Oluaive right ee priect ra
to construct, gen, maintain
as *Perot* the water and sewer
ftCi11t1eD t0 18ive the Property; end the e
j
exclusive right
palvilego to construct, own, maintain, altsl replace and
operate said facilities in,
f
under, upon., own Add Across the
present 1Aa future atraeLa, rows, a:3eyt, easements, reutvad
utility strips aM utility
situ, and any public plass as
a
Provided and dsdicatad to public use ih the
record plats, as
pravlaoa for in Agreements, dsalcettae Or grants pads
ethorwlae, and is independonb
et said eeeard plats. callmad
required yorders11
(3
I
be in to d�ryAoYof�it• gesamantM that may
ieasno hereon, ab A"Ale e" ea to �' canaltlaae and
P
)
Service C ! 1anp, ass she11 aemeeY sane to
It ooldin A accordance with Ghia
paragraph. Mortgagees,
any, holding prior 11en• on the prdpeLCy or the
oneumbasee
property
by Bush uBsawats shall be required to roloaaa such
liana. Subordinate their
position or join in the grant or
1441aatlan of the ea841212nts at ilghts-of.we
service coor gieq
company
T, Ln
assurance by way of a non -disturbance
agr4smant" that in the avant of foreclosure,
acrtpagee would
continue Lo recogniaa the essuosnt rights at ae rvIce
as long
`
Compora,,
14 Service Cgmpany complies witb the tOrme Of this
4
1
0. R. 794 PS 2839
agraainant. All rates diatriwtion sad sawmxa aellaatien
feeilitiea, save and escape consumer inseallationa, well be
o
platted oda olne or rights -Of -way Lf not located within
puryosss,
purpose e eedieatW reads or righto-of-way sot utility
Dewlop'f hereby Further• 1111001 that the Foregoing
Ingress
orpromises of grants include the napusary Ight of !
ingress and egress to SAY part Of the Property upon which
narvioa company In oeastruating oropasating seal, dacilittax,
that the foregoing grants well be for aneh period OL time as
8arriee Company or its successors and assigns require such
g
tights, privileges or aasmnta is the oeastruetionawned&hip.
naiAtenaA00, opelati*m or expansion of the water and sewer,
L ACSlltles, that In the avant Developer end Baralce Company
agree that @eratae Company is to ia&tSll any of its water at
Sewer facilities in lands within the property Ding outside the
streets and oaaemaat &seas deecrihed &neve, then Oetelapar at
the owners shall grant to strias CamPmny, without cost or
expanse to Service company, the necessary easement or eseemeats
eprivaiaA -Private property iDSMI&Clonl provided, Ali such
made In suchpa manner as snot to interfaceions faService Company,
the thea primary
use or such -private property, service company cwenantm that
it viii use due diligence in ascertaining all eaaaalaat
locational hawser, should Service Company install any of its
aciwill not boo raguirad dedicated
of easement
nite a say facilities lying
Outside s dedicated seeesant area, 40 long es the facilities do
not 1atorrere with the "44 or proposed use or tae area In
..hieh the facilities have been installed, and an long &s
Service COmP1ny obtain@ A private sefement for *nab facility
la nation, which Developer will give if tads Sa within h13
reasonable power to do so. She use of essemaets granted by
Davelorc to service Company shell preclude the use by other
utilities Of theme eacemaste, such as for cable television,
telephone, electric, at gas utilities, or as Otherwise agreed
to by service company.
rn the sveat Develops, fails to aotuslly daliws math
easement, this document shall servo as Service companf-s
suthor"AtiOn `e Substitute this Agreament -as a recorded
essaetene &uffiolant far sesvime company -s "ad"
Sarvicm compeny hereby agrees that all easement grants
will be utilised in eaeaedmnoe with the astabliahed and
generally accepted practices of the vater and sews industry
with compact to the installation of all its teal Lities in any
of the easement semen. However, this proviei*n shall not be
ednatruetmd so as to inquire Service Company t0 restore those
improvmaate constructed, installed or, platted within thv
unlitz m
seeeant .hiCh are net in accordance with the
established and generally accepted practices of tae water and
sewer industry with respect to the use of utility sesemeats.
11. derewmant to Berta - Upon the Completion of
iACilitIMS required hersunderf the e and by DevelommV t Sts ater faxpamtlon sewer
issuance of the final letter Of acceptance by Service Company,
and when all, appropriate govorteental Agency approvsls have
been received, and when utility systems arm in complisace with
Service Company's uniform policies and procedures Manual, and
the other terms of this Agreement. Berri ce company covenants
and agrees &net it will COUMe or areveee the conaeetioe as
the water diacribatiea and sewage collection "selSitiea
Hata 1144 by Developer to the central facilities of Service
Agrea�t. Sin uch contaetiontshall at allll tems imes Intent
t in taof ccordance
to
O.A. 794 P8 2840
With rules, rngnlations and orders of e applicable
governmental authorities. Sarvicn CampaAy tagreehthat once I
le
Provides eater and sower service to the Property and aO0=4 t
aa
or others have Connected eonamr installations to its cysts,
that thereafter oervics Company will oontiauoualy provide, at
its Cont and eepenae, but in Accordance with the other
Provisions of this Agreement, including its Onifa m policies
God #rocadurea NScuel, 3ChAdUlog, water $24 sowerLtS rulaS sad rOgulatloha and rate
service to the Property in a manner
to ooaform With all requirements of the applicable governmental
authority having jurisdiction ever the operetloha or service
Company.
1c. A.14=0ea f e- t
lisp& - Devaldper, or =y Owner of any cartel of the Property.
or any occupant Of nay residence, building or unit luestad
thareen shell net heve the right to San ■ball not connect any
000"until formal Installationormalfitter Application has made service
service
CemWany M the Prospseti» user of` waeor aod/oc aewor Service
or either of them, in accordance with the than effective rules
and requlatione of service Cenpany and approval of asCh
Caana.tloa has been greatod.
Although the responsibility of Connecting the conaumar
installation to the nater and/or linea o! aerviae Company at
thing Service delivery
� gipany, withhareference to suchr connections, the
parties apse as follows$
(a) ApplicatSod for the installation of water motor&
and haakflw plaventora *hall be Bade
forty"'ght (U) hours in Advance, not including
a turdays, Sundays and holidays.
(b) All con/user installation donneations must be
inspected by aerviae Company before bACkfilling
and covering of any piWos.
(C) Notice to Service Company requesting An
inmpaation of a oenauaur l,u ballativa aonnaoC30n
Md
y be Ivan by the plumber or Developer and the
inspection will be made within twenty-four (14)
Four*, not innitding Saturdays, Sundays and
holidsa, provided the water meter and backflow
pavenler have been previously installed.
(d) if Service Company fails to inspect the consumer
installation connection within forty-eight (48)
tours attar such Inspection is requested or
Developer or the owns oe any parcel, Develeoor
or owner may back1111 or cover the pipe# without
service Company's approval and service Company
moat accept the Connection as to nay Bettor
which could have been discovered by such
iaspectica.
(e) If the Developer loan not comply with the
foregoing inspection provisions, Service company
•SAY e4f"* ierviei to a conuaction that hal not
been inspected until Developer complies with
theme provisions,
Cf) -,he cos* of constructing, operating, repairing
or Balnt0ining ca mumar 14ste1
1
6
t1e22 !hall to
that of OaeelaDar or a party other tban eet.ioe
Company.
11
O.R. 794 FA 2841
JVJ100141113IZ
a kitolkoa, cNetaria, eeatauunt or other
food pre aretion or dining facility Se
canstructad within the PoopettY, the Service
9eCamsasi
Ju.1071411,C 4
WC not limited to, floor VAX or paint, be
delivstad to the lines. the eemsaaar will W
responsible for payment
dente. of the cost And rsippe*ner
required in eOrsaetiaq or tepalring Puy resulting
14• ¢aIIiffi C�+allr•A' wz 3 {ve of a i
water A _ p facie price rilh s*r.lOe Company that ala
Mater and davit facilities accepted
eonneat1oa w3tn pro' Accepted water and sargiei Mr71CY perp 1¢
Property (includingfirs carve to the
the mole, completAnd prcluairi, she 31 ■t all time ransin in
Its successors and asalgas, and an patio Of service Company.
Part Of the Property or an y P*reOn Or entity Owning any
OOasttuct4d Or located thereon, rarldanao, buiidina sa ueir
title, claim or interest Sn enc to siueT [aotlStia� or i right,
Of them. for any purp084, including the furnishingto Part
awar aArvices to other persons oT antities located ;iter and 111
beyond the limits of the Property. pevtle T may within or
accordance with tarviee caspsey•n unifoorm yoi=al��Al and I
Procedures Manual, for the availability of thee* water Services
to tae Property welch Constitute •nob -domestic' uses, SlICIL as
for irrigation puepoaaa,
17. Sadlu*iye RSO U-=
to a further pgteloPft.
a� •amential aoeeldoratlon oC thea Developer,
Develop rhe ah eel anotia (Chi words `shills net being Assigns
sin of
ma0datacy der inition) engage in tee haslmean or businesses of
Providing potable water or awar aetvipas to than Property
during the period of time Service ovCompany, its &uccwora and
assigns, Pride water aed *Buccaneers
ere! i*rvie*e CG the eerIt
being the intention oC the arties hereto that unlet the
foregoing provision and also tit provisions Of this Agreement,
""A" COPPPOY "All n»O the Pole and ",Just" richt and
one to Qec"A occupant$ Of each s r�iidencei�bel3dinga crop nit
frocanm cum sources and lines of water dee irri by nuseiopor,
irrigation uses.
Id.
Rees" - Service eom"Ay 49s"m that the rated
and l"WaCharged
""'Cal "all be them*hmet forth Consumers
tthestariff tai
soruice - Campady ap)as*ed by the applicable goverruaental
agency, However, notwithstanding any provision In this
Agreement, service Company, its successors and assigas, may
establish, yaond pr ravine, area tine to tine in the future,
and enforce rates or rate schedules 30 established and a¢Lorcad
and &hail At ell times b• reasonable and subject to oggulstions
by the applicably severseantsl Pa*nar, er a MAY be Provided by
Prop ortytes shall& ata 311 times bar Identical a bo clocated
te i harged for
the same e14e941taetian at service, an are at may be in affect
throughout the service Urge of Service Conpaly.
sotrithstandlrg say Peaviaier in this Agreaeont,
Service Company MAT establish, amend or revise, from time to
:ime, in -the future, and enforce rules and regulations Covering
;star sad *ewer evrvieae to the prapea1r. sewwer, all such
rules and regulations ao established by Service Compare) shall
at all times be reasonable and. subj Sgt to tach regulations es
cry be Provides LT.' Ice or loan
Any
aeh*dUlas Sed soules nand raal V lativfuture established, rates.
amendadrsor
.4vined and enforced�y 54.% --.Ce :dopany from time to time in
the future, as provided by law, @hell be binding upon
0*40""T1 upon Pay Peruse " other antiby heldina by, throurh
is
0.8. 794 P9 2143
or ender Developer; add upon any user or ognsumlrat chat water
and "Wareervieea provided to the property h1 serviea
Company.
17. - Mind {an eFr.,rt o[ i _ This Aarseaient
shall he binding upon and shell inose . the tendril of
Davelopar, 541% a Company ono tlylr respeCtlw seaigaa and
sucans"Ka by nerves, aoanelidatioa, aoowraaaa or otherwise,
Subject to the terns and conditions of this Agreement as
contained herein. Developer understands ted agrees that
ai Psolty seearvad hereunder cannot mad shall not be assigned by
Developer to third partied without the written Consent of
Service Company, eourept in the case of a boas fide Sale of
Developer's preparty, or other valid transfer or assignment at
Property, including, without limitation, the transfer or
+as gnneat of the property as a suint of A judicial
Proceeding, such as nartgeee foroolosuw or sale, sed.
assignment• for the purposes of obtaining financing, fa any
such cage, the Developer shall provlde a notice or evidance of
auah assignment. or partial ase gmaeeb as the Cees say ate, ad
Service Company, and Service Company shall Lave the rigbt !o
renegotiate the -*:me of Chas Agreement with laslgeae or the
tranararae. gush approval to gate, trawsSor or aesigeaoet
shell act be unreasonably withheld. mothinq herein shall
preclude galea oc individual units and assigamant at rights of
water and saver service partgininq tharatn.
la, Not".- Dntil further writtah notice by eltnei
Darty to the other, all notices provided for hetero Shall be in
writing and transmitted by messenger, by mail or by telegram,
Inc if to Developer, Shall be malleo Or delivered to Developer
■t,
sizes tIan L+maa Associates
Building I. unit A
3101 county load 811
$004atla11, rlorlda 349da
and if to the Service Company, at;
Sebastian Oakes utility Company
1101 County Road 312
eabastian. Fiction 33733
19, Lmvs. mer digs{a. - *1314 Agreement shell be
gavarned Dy was laws of Che state of rloriaa and It shall be
and hecome affective immediately upon e2ecution by both parties
hereto. subject to any approvs23 which must be obtained few
goverMWatal autnority, It applicable,
20. Casts and a arnsvIa y - In the swat the
Service Company of Developer are required to enforce tills
Agreement by Coarct proveadlags or etherwiss, by instituting
In' t or otherwise, thou '114 prevailing party shall be entitled
:o recover from the other party all costs incurred, including
reasonable atterney ■ tees, including attorney•■ flea se
appeal.
21. !eras waiaau re tale event that tea
Performance of, -his Agreementby Senica Company is prevented
or Interrupted in consequence o! any cause heyoad the control
oat servlow COngae7, anoluding, aur nob limited to, Acts e1 deo
or of the public enemy, war, national emergency, sllooatiaa or
of ocher QOveramental restriatianw upon the use or availability
as lather or metgriala, rationing, Cavil insurroatloo, riot,
embargo, flood, ltidal wive isfire eiplor or SiOnat�tb detonation,
nurleas tallsut, eindotorn, surrioano, aa:thgeeke, mer other
14
O.R. 794 P9 2844
auo7o714'1'r;�1g
'� •' JU710D1411r81U
taaualty or dlsestar or oataaase/ha, unforeseeable failure or
breakdowA of pumping transmission at
other facilities, dry .�
reg gevefnmeoeal ruler or este or orders or reetsictiona or
regulations or requirsaaate, sots or action of at goyerntlaor
Or public or governsenttl authority or commisaiom or boats at
agency or agent or official at officer, the enactment of any
Atatata or a+dln&noe or resolution or regulation or rule or
ruling or Order, order or decrae'or iudgeeat OY iestralniag
order or injunction of say, :vert, ■aid party shall not be
Mable for sash nen-perlerwnea.
and dela
22reSee �or°II,.lw Developer as sgreas to !na
Iiahilitiae, elaime ++slily
damages, Cotts and gamut any and all
aubfereasoaatle attorney's Eaei) eo wh! exDeaesr fine ludLag
nobiaotr r xeaaos e! at &rising outset 1Ow company may become
nom-FPetforman0e of this Agreasant, De'a3opsr•a DTNce or
pro this and all warranty pro'Saiona ohs -hi in riidemnification
eenaeetlom to Caevioe ve the actual
campssY's "ter and aewer syoteta,
21,
(a) Opon completion of execution of this Agreement.
by Develppez and Service Company, service
shall, at Developer -4 expense, cause
Agreement to be recorded with the Clark of this
Court of Indian liver County, the
(b) The rights, privilages, obligations and ^ovenanta
of Developer and service company shall auXv1TQ
the eonpletios or tris work of Developer with
wMPG= to completing Chs facilities end services
"I*. development phase and to the propeoty to a
fc) This Agreement aUparxedel all previous agreement
or rapeveantations, either verbal CC s written,
Serviceore in Company, madtewith rase et Dare oO ha mestere
etwe
herein contained, and .hen only executed, fully
constitutes the agreement between Develn per and
Service company. No additions, alterations or
hetvelid, nor can ggajairns ona Of thinraenaant stall
arsivea
altaraby acether party, =Is'$ Inch Additions",
tione, veilationa or vaivarr are expressed
in writing and duly signed by all aSgna bu res
herein,
(d) Whenever the singular number is used in this
auaarsmient ha13 And when requbV ired
fly ante Context, the
feminine and Dautar genders shall tosch aOYllne.
the others. iaelv4
fe) rrhlbits meatfonsd herein ]aye beamsign"
initialed by the duly authorized officers, agents
1n
or attorneys or the parelea nezato and era agents
Co[DOiated herflII by taleranes ane made a part
hgceof es fully as if set forth herein.
(!) whenaver eDprovels of soy nature are required by
aither party
delayed. to this Agreasent, it is agreed that
sane shall nut W uaraasonaniy wltnnalo at
fg) The avbmiasion of this De'elaPar Agreement for
examination by De'eloper does not constitute an
is
0.2. 794 P6 2845
i
offar but become affeati.a psly up*a *awut1ee
thereof by Service Comparq.
(h) notwithstanding the gallonage 'oaloulati*aa tart
could be made barecnderrelative to mms by and
exacutioa hersor, Developer wags that tba
intnntioa of thin Agseamsat is to Is"", a given
number of units of. aayscity nor the proper
t{yy
daatelbeq Sh fihlbit *A and not for ynrpoeea of
any other aalenlations.
(i) it is agreed by and between the parties bareto
that all words, tans cad ooaditioeo aantalaad
herein ars to be read In concert, each with the
other, and that a provision ccntaiaed undo: one
heading my be a ftstaorad to be equally
aLplbls ander another for the interpretation
thin Agreameot.
The partial hereto petognise. that p:icr to the
time Service Company may actually Coataenoa upon a
program " carry out the terms sod oonditioaa of
this Agreement, Service CCoacmomany nay ba required
to obtain approval from various state and local
cevernmoatal authorities having iurtedioeion cad
regulatory power over the construction,
narntenanae and operation of Service Campasy.
The service maepa,y xgra*s that it will
diligently and earnestly, at Devolopar•s sole
cost and -spends, masa the necessary hod proper
apoliastiaae to all govosnmsatal authorities and
wiluse. is sabe the efforts
tthebona nand such that
nevelopsr, xk his own pest sad *%pane*, agrees to
provide necessary auistanaa to ServlCe COmpaay
113tobtaining the approvals provided for heroin.
*pan execution *a this Agroawat, servtae Company
may require the payment of a reasonable foe to
*array Service Company's legal, ongimering,
a000unting, administrative and contingent
expemsas,
(k) xsgardlsxx of where eseanted, this Agta*mat
shall be construed according to the laws of the
State of Florida.
(l) lD the avant that :*location of existing water
lno never Utilities are necessary for the
Develop*,, Developer .will reieburs* $*rviu
Company in full for such relocations.
(m) railur* to insist upan atsiat penpliance or any
Of tae NLN, COvghaiitf Or Conditions heroin
shall not be deemed a valvas of gnab terms,
covenants or oonaitione, wr shall any valves or
relinquishment of an right or power hereunder at
any one ^ime Or times be d$amad a waiver or
relineuishmat os suoh right at power at any
other time or times.
(a) ' sesvt** C"Fany shall, at all reuenaDla time
gild hours, have the right of inspection of
Davelopar's internal lines and facilities. This
paeviaion shall be binding on the auccessers aed
assigns of the Developer.
(e) This Agrgenent is binding en the avoaeasora and
assigns of the Patti*$ hereto, including any
is
Q.R. 794 P9 2846
vVJJJlrlllw�
municipal or goveremental purchaser of service
Company. .This Agreement shall survive the sale
Of Service Company to say Patty.
(P) Notwithstanding anything heroin to the contrary,
Da,aloper shall pay ■arviee COMPORT the higher or
either the actual. Cost to service Company er
Developer■ pro rata Share of the actual cost of
providing potable water ""L" to Develewr-O
property ar the chargee provided for herein.
(e) Thera *halt be am liabililr whatsoever an sarviaa
Company for failure to deliver water and/or sever
n�MMddtor Sehadulos. ThcPer is Aerrlaomant naacseitutaW
promise of good faith aad act A timetable Lor
deiivary at utility services,
(r) Each party hereby agrees to grant Such further
ascurances and provide such additional do0(utents
as may be requlrada each bythe alba*, in order
to carry out the terra, conditions am cooly
with the express intention Or this Agreondat.
(2) The parties hereto further ■ckn*"ledge that in
the event contribution& do not o6come taxable
income, SMr71C4 Company wi1L refund to MOVOlopat
all monies Paid tot the income rex o0 CIAC.
(t) Developer and SO<viae COMpany agree that in the
event Service Company revises its fraRchlso from
the City of Sebastian to include provision of
irrigation watot service, that Developer Vill
accept such service from Service Company in
accordance with the terms or the franchise and
service campaay's uniform policies sed
Procedures.
%a WZT=Ge wl¢xx0l, nwalOPe< and Sarvios COMPORT haus
executed or have caused this Aggreement, with the based exhibits
attached, to be duly executed In several cocntorparts, each of
«high aaunterpa rt shall he cenaiaered ea a<igiaOl spouted ae}y
of th' Agreeme
wire >a4, seRVICZ C%WAay;
82eA8T2Alr LAMS NrILiTY
CMWASY, a ?bride corporation
/�` ✓ 6yt
is w< r4er.afvi
DEVELOPEY;
SEBASTIAN LAIM ASSOC1ATrS, a
rlarida general partnership
By:
—, as
u,<e vi—.---�< •ice, of The St.
Paul corporation, its
Managing Partner
17 0. A. 704 PB 2847
VVJ�VV191�Ie�V
300 /W47-1 7f19
n
4"TOAOry J01mm (LL aypllcable)
N4*z: sy ?
ver aZIUCe may: L3 R FAiJ,$
8TATL Or p Aim )
eOt7upr Or ) Bat
kala a 20 re4O! R .1 nBt Ita7aaG Ya0 dCIiaON bof
of 7iG1F lfa�. py r%r
ea of 8ahastiau
ylori a corporat oa, on behalf of t k■s :81
pCe■ ry pansso at or Laaziea
Wx Commission mzPieaae
Lor naver.n.�•
sxArz or G
=Urn � '� tlf.lLli•10
maaor /) ss: A
na fote9e �, �natrmaent s as a know i
ebia 3 , , bo ■
as oC The Bs. peal Corporation. a Dlosia
corposselrn, naae4lt partner of " a■tiers Lake■
partner qea, preta■r■hiD, On b■ if Associataa, a
partnership, Of pe c7"Itloa nae
-7-1 �..u,ac-,at■Fr of rloriaa
bb ComaL cion Bmnir■■i
per MOATOIC-19 m
STATE Or i rr, COt 11•
COOBTY O1
/y The Core0riae in■t"„ % w■■ aOknerl.egae before ne
Rhi11.-'Y�day of nn a: i_ mem -
8otasyPublic -stats of a
W Conrdaaion Zzpiren ?,, i4O
2843p/dr
03/31/88
It
O. R. 794 PG 280
TJD192141! ii,LV
n
All Some sP 31 Southort of , Range s;ast, Of lyingttion South.of
the roL'aaare-Soeoatiaa Road (State Road S12). and
also thet part of the aotth 1/2 of the Northeast
1/1 of Section 22, ;ownshig 21 South, Range 2H
rest, lying South of the rallem:e— debaotion
Road(State Road 522), IMS right-of-way as
of tfc'h d in Official Record Hook 225, Page 166,
Florida.
ohe PRblio Records of 2eidan Ri+oc County,
uwv--
w2T9E DEVELOPEA�iy,./ /J
wo
COR/artIYM An,{fH• '*VwV
HAfIHI7 •A•
O.R. 794 P9 2949
ZI.A,tT �>`eant� „a
Df•e1oDAe saran Be pay servte. Camyaey the to,
lowSoq
Plsht capacity Charges to induce 3arvice Company to reserve th.
wl the following helanvroa.,ei Clea for Cevaiaper•a proposed connections
capacities era onlyy raaf ovaleper under a tends -hat plant
naveloyet -o service Co an rVed eon pe>Sent of Charles h,
he oaid by Developer ykhoeaa Which apacit_y Chargee •o
these
approved by that City of sahastisa. end, accerd3ngIy
these narge■ eat be the need fr01a tine to time with the
aor pproval et the Ci kv or ■uen okhat goverrm*Taemul Dody or th th
1,greema it vaad osuch charge5. nE haviao authority e•er thi•
order or a 9 shalt change in accordance with the
appropriate diteotly. of avah auvao rcc
The folIowinq
Capacitypayment Schedule outlines the plant
be :aserved,
to ha paid at thea time tot plant capacity to
rAnu v =11
warar,
The following forth was used to determine 7atraloyar•■ altar.
oc water plant capacity:
customer Number of Total Concer
Totalahil Cha
ff
Champ.
331 $229.07 196,006.00
sewer.,
The following formula WAS used to determine Devalep.r,a ahem
or $ewer plant capacity,
Customer lumbarof Total Chicle
QS=a' r.Y CDDncr.-_en MCA yam "oral
CS4LII9i �
i
174 /1,000,0C 31'.3.000.00
t
Total Plan yffg3 t
t Capacity Charges 5167, 00a00 +j 1
wSTw! at A DEwIIrdpaft
3
I
Err•
1 i oi. 444Ce.tl•.Ar),.,� Wl4 Aalrya{
I
/ sPavICI CUDANs:
By:
w n Y rla.yeay Weay Jiw �r e.-. n.Y
F
zwl2an •s•
0•�. 794 P9 2850
r
— . •.—vn ,c4YVVV4 vi IVLV r I'I0-44 i iV•00 I
I
Maxx apcMOZOD C7fAaQ,y, UK7= �D Sam
"MM caer ezMIONa
" 3057651477 „22
The Developer Agrees to Day, in order to i;uiuea the
Service CamPu.y to Provide service, the following Rain
xstenslen Cha. gas £oa the
facilities. Said Tain Cyd raulrC Share of off -$its
Developer era those whish ineTeetn losehrgia to be Paid by
thoseh ch APPrwad by the CSt7 at Sebastian, ano S ACCorClpglya
approval
chs ryyes ;nay hs chpnaad iron elm. to ties with bha
veP .uLAiriaion Cety taut=eh othac govarbmantal body or Agency,
at scent, and g nawat ,having authority over this
prdar or A Such Charges shal. change in accord&". wLbh the
DPropriAts directive of auCh authority.
rTZX r PAYMFm n•w
24tH I
res
fol -wing fotmule was used to determine
h74raulia char. of water mein capacity, Developer's
GUStbmar Number of Total
CAkagpar "UMILIF,.__ xBrA Charge ^Otey
r
s/A h8SOB1
Sewer:
The following for,yla was used to
hydraulic share of sewer main capacity; determine baYalopai•a
i/A
Customer Humber of Torsi Cn
r
ra ogn= fa,.un•/Ane MCA par= TCA,�ane
Total Main Extension Charges
axAMlh TOTA1.
!mvw
er snail
and appurtenaac•abP there%* and installdedicate 06`06 9 Pipe, gains
comPany. Said installations ars to be in accordance with the
ao
approved plans arawA hY
shts ahaeuibutions are an serve being Drawing
Alagr the se conNSaCel3anaauS Previsions section here f, Cf
paragraph
M/A
O.R. 794 FG 2851.
C.Y.{bary !awry
ASA
i
J
CEVCLdiID{:
$J. 04 tlL [�VId+RPnJ� K r Ily:/J1{
$KRi:lCZ COMPLY:
/y
SB p�1Tw� :..aaYJ �fm YY rnrrr
O.R. 794 PR 2852
4Va19a1411,wzj
: :.
. . • ..I 0u710J1411,414
ALAR
liMICA=OW CStAeme. RX=CkXW CH&R=,
II8v1171 M20"' 11MCr203 CSIRd[g Asp LX= sats
'aaiVi The Davalcper ages,, to pay, in order to induce
ce ternary to precise service, the following Apallef Lica
Chargee, Retatding Cbargaf, plan Reviw Charges, Inspection Chato" and Legal boom.
pruner, t_ rtr,�n, y •
ZTZK IAnolicatf�_oolo
its
geavi•a Company impeao• an Application Charge equal to
Application al ChsC. Days1opor shall Do? service Connors the
lines end Laa Llit Loa pinetalledrior to sby Dev Coauz to acceptance of
8atviCe Company for OWnleeahip and by
-e be dadicac•a to
ITBw rt Saeere_ Ise
service Company idpoaos a•Reoording Charge equal to
its actual Coat. m%valapar agreaa to pay aervice Company,
prior to Service Company's acceptance of liana and facilities,
Cho actual Recoraing Charges, said charoea ora th0 I
established by tha clock as the Circuit COart et Saseen those
county,
IM III p+.e s.,..... ,..
its service Company imposes a plan Review Charge equal to
cons actual oat. not to exceed one-half es oaa percent CC the
cosec Coat, eithaw actual
iaon imad, of thethe suaieat
end serer Laol Li cies ea atalulaee
d
Developer Noreen to pay sane prior to conics DCweloper.
acceptance of linea and facilities from Developer. Sname
•vent she actual cobsteuction cost exceeds. cc is long then thhe
satimstad conatructlon costs, Developer &hell receive a refund
if actual to less than astimatud cost or Developer shall par
additional monies 19 actual exceeds eatWtad cost,
ITEM IV vn.exti_dn •
$scuta• company imposes an •nNp%eaioe Chary% equal •C
its actual
waterng
and case,e, not to exceed one-half of one percent of the
atian cos ahener one-half inste� of e the subject
water sew[ fac111lSa• as installed
Developer agrees to pay same bCompany.&
ec:ap'"nce of lines and faeltltissafrom Developer, Co In tithe
event the actual Construction oost aaoa•da or is less then the
estimated doaatruction cores, Dsveloper shall receive a tofu
it aceual $ less than estimated cost, or Developer shall pay
additional ncniaa it actual "Goods eatin•tie Coat, .
Z1�I V
_ Developer agrees to pay Harviae Company the gfeatet of
ie the nactual
ti tions and pe operas tan of thin legal feta and Caatd
Agturant. �
°JLRIHIT •D• '
1
a.9. 794 Ps 2853 1
Vlv 1 I IV J♦ � lvll l
I
J V Y 1 D. 114111 si7
x: us: o°9ator:ao
.�(. Paul G.La�aiNyiy� n A{,wb /A.�CFt4
SSRPZCS CCIOAKY:
o. a. 794 rs 2854
JV71VV 141!�TLJ
ONSLOPBRI I
37 PAu� c e+r.uA,w� ,/LhTfM r�.nxw.
O, R. 794 P8 2855
Exhibit H
Customer List
Building 1
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Buildincr 2
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Building 3
C/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Building 4
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Building 5
C/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Building 6
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Building 7
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
FTL\HALLS\51440.3\01/18/94
Building 8
c/o Sebastian Lakes Condominium Association
1101 Fellsmere Road
Sebastian, Florida 32958
Clubhouse
c/o Sebastian Lakes Master Association
c/o The Chase Manhattan Bank
101 Park Avenue, 15th Floor
New York, New York 10178
Library
c/o Indian River County Board of Commissioners
1840 25th Street
Vero Beach, Florida 32960
Attn.: Lynn Williams
FTL\HAU.B\51440.3\01/18/94
Exhibit I
Franchise Ordinance
FiL\MALLB\51440.3\01/18/94
APPENDIX A—FRANCHISES
Art. VIII
ARTICLE V1IL SEBASTIAN LAKES UTILITY COMPANY—WATER AND SEWER -
ORDINANCE NO. 0-85-16
ORDINANCE THE
GRANTING AN EXCC CITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA,
GRANTING FRANCHISE TO SEBASTIAN LAKES UTILITY COMPANY,
A FLORIDA CORPORATION, TO OPERATE AND MAINTAIN A WATER DISTRIBUTION
SYSTEM AND SEWAGE COLLECTION SYSTEM WITHIN A PORTION OF THE CITY OF
EBASTIAN, FLORIDA; SETTING FORTH CONDITIONS AND PRIVILEGES ACCOMPA.
NYING THE GRANT OF FRANCHISE; PROVIDING FOR RATES AND CHARGES, AND
FOR SERVICE STANDARDS.
WHEREAS, the City of Sebastian finds it in the public interest to ensure that Sebastian
Lakes Utility Company adequately provide bigh-quality water and sewer (wastewater) ser.
vices;
WHEREAS, the City of Sebastian finds it in the public interest to retain regulatory
authority over the water and sewer utilities, to the extent allowed by law, because of the
over-riding public health, safety and welfare. considerations associated -with the provision of
this service; '=
WHEREAS, the City of Sebastian finds it in the public interest to retain control over the
use of public rights -of --way by water and sewer utilities to ensure against interference with the
public convenience, to promote aesthetic considerations, to promote planned and efficient use
of limited right-of-way space, and to protect the public investment in right of --way property;
WHEREAS; the City of Sebastian finds it in the public interest to ensure that high quality
water and sewer service is maintained through a responsive compliant procedure;
WHEREAS, Grantor is desirous of having made available to its citizens, in return for
valuable consideration, certain water and sewerage facilities of sufficient size and capacity to
serve its citizens at reasonable rates, and constructed in such a manner so that at such time
as the Grantor may desire to purchase said facilities, that prospective Purchasers of revenue
bonds of the Grantor to be used is acquiring the funds to make such purchase can be assured
that the facilities are adequate and satisfactory and will produce revenues capable of retiring
said revenue bonds;
WHEREAS, Grantee has indicated to Grantor that it is willing to undertak
lation and operation of such facilities under a franchise from Grantor, and e the instal -
WHEREAS, the Provision of such water and sewerage facilities is in the best interest of
the health, welfare and safety of Grantor's citizens;
Now, Therefore, BE IT ORDAINED by the City Council of Sebastian, Florida, as follows:
'Editor's note—Printed herein is the water and sewer franchise adopted Sept. 11, 1985,
by Ord. No. 0-85-16. Additions made for clarity are enclosed in brackets.
CDA --49
Art. VIII, § 101 SEBASTIAN CODE
Section 101. Definitions(; Titlej.
(As used in this article:]
A. "Grantee" shall mean the Sebastian Lakes Utility Company, its successors and as-
signs.
B. "Grantor" shall mean the City of Sebastian, its successors and assigns.
C. This ordinance shall be known as the Sebastian Lakes Utility Company Water and
Wastewater System Franchise.
Section 102. Grant of Authority.
Grantor hereby grants to Grantee the right to construct, (and] maintain IM stations, force
mains, manholes, sewerage treatment plant and other appurtenances, upon, along, under and
over the roads, easements, ways and atr_•ets within the limits of this franchise, as its business
may from time to time require in accordance with established practice with respect to water
and sewerage construction and maintenance for the ptVpose of providing adequate sewerage
collection and treatment services to Grantor and its successors and to theiahabitants within
the limits of the franchise.
Section 103. Limits of the Franchise.
All persons, firms or corporations within and limited to the areas described and desig-
nated in Exhibit "A" to this ordinance are hereby granted the privilege and right to receive
from the Grantee water and sewerage services and all services incidental or necessary with
respect thereto, and the Grantee shall not refuse to provide such sewerage services to any
person, firm or corporation whomsoever for any reason whatsoever.
Section 104. Duration of Franchise.
The term of this franchise shall commence with the effective date of this ordinance and
shall continue and remain in fall force and effect for the period of twenty (20) years; provided
however, should the Grantee surrender or abandon the operation and maintenance thereof, or
fail to complete and put in operation the system as demand requires, or fail to comply with any
of the provisions hereof, then in either of said events this franchise shall be forfeited, and the
Grantor shall be entitled to purchase by voluntary agreement, or take by condemnation or by
power of eminent domain; in accordance with Section 132 hereof, all property used and useful
in the exercise of this franchise, situated within the limits of this franchise.
Section 105. Grantor Supervision.
The (ajforesaid construction, maintenance and operation of said sewerage facilities, both
as to those portions of the same located within the limits of the franchise, shall be subject to
the approval of Grantor and the plans and specifications for all of such construction shall fust
be approved by the same before construction is commenced. Grantor or its employees, officers
CDA. -50
--1
APPENDIX A—FRANCHISES Art. VIII, § 108
or agents shall have the right to inspect the abovementioned sewerage facilities at any rea.
sonable time.
Section 106. Franchise Consideration.
Within thirty (30) days after the first anniversary date of this grant and within thirty (30)
days after each succeeding anniversary date of this grant, the Grantee, its successors and
assigns shall pay to Grantor or its successors an amount which, added to the amount of all
taxes, licenses, building permits and other impositions Ievied or imposed by the Grantor upon
the Grantee's water and sewerage property, business or operations for the preceding tax year,
will equal three percent (3%) of the Grantee's revenues from the sale. of water and sewage
collection and treatment services to residential and commercial customers within the limits of
this franchise for the twelve (12) months preceding the applicable anniversary date.
Section 107. Assignment.
It is mutually agreed that the Grantee, subject to the approval of Grantor, has the right
to mortgage, lease, convey, transfer or assign all of the property whfcYit owns, including any
and all equipment, pipes or appurtenances utilized in connection with the sewerage collection
system and sewerage treatment plant, subject to the following conditions:
That thirty (30) days' written notice of Grantee's intention to do so shall be communicated
to Grantor, together with the original signed document evidencing said conveyance, lease,
mortgage, assignment or tranafer which shall indicate the name of the person or persons
or legal entity to whom said land has been said, mortgaged, leased, assigned or trans-
ferred; and in addition thereto, said deed, lease, mortgage, trust deed, assignment or other
instrument, shall contain language which shall indicate to the lessee, mortgagee, assignee
or transferee that said conveyance, lease, mortgage, assignment or transfer is subject to
the terms of this franchise and all of the obligations and duties contained herein; and that
said leasee, mortgagee, assignee or transferee shall, by accepting a conveyance, lease,
mortgage, assignment or transfer of the same, agree to assume the obligations of this
franchise as part of the consideration therefor.
Section 108. "As Built" Drawings.
Upon the completion of all construction of the water and wastewater treatment plants and
distribution and collection systems, the project engineer for the utility shall certify, under seal,
that the system has been constructed substantially in accordance with the plans and specifi-
cations previously approved and that the systems meet all of the standards required by the
city. The certification shall include submission to the city of two (2) sets of "as built" (as
defined by the city) drawings, consisting of one (1) set in reproducible vellums and one set of
regular blueline prints; and that the systems meet all of the standards required by the city,
including pressure and leakage tests, chlorination and bacteriological tests, infiltration and
exMtration tests.
CDA:51
Art. VIII, § 109 SEBASTIAN CODE
Section 109. Rate Adjustment.
It u; recognized by the parties that the rate charged by Grantee for the disposal of Grant.
or's sewage and the providing of water under this agreement represents recovery of variable
costs and fixed costs, as well as amortization of return on Grantee's investment in the respec.
tive systems. Over the term of this agreement, it is recognized that variable costs may fluc-
tuate.
With the possibility of this fluctuation in mind, the parties agree that at the end of any
three (3) year term hereof, either party may, upon the advice of its consulting engineer, request
a rate revision for the neat ensuing three (3) year term
Such variable costs shall include to reflect changes in variable coats.
energy, water, to
and labor used in the normal
operation of the systems. The consulting engineers of each of the parties shall meet and
determine whether a rate adjustment is justified after reviewing all such costs.
In the event the engineers cannot agree on a rate adjustment, they shall, by agreement,
appoint a disinterested engineer who shall review the cost figures and shall determine whether
a rate adjustment is justified, and if so in what amount. Such determination shall be binding
upon the parties. However, in no event shall a rate adjustment for any -three (3) year term _
exceed twenty percent (20%) of existing rates. Rate increases are subject to the approval of the
city council after public hearing thereon.
Section 110. Systems Cost Data.
fuAs construction of said facilities progresses and when the construction is completed, Grantee
shallrnish the Grantor annually within thirty (30) days after the anniversary date of this
(Fant, Proof of the costs and expenses of such construction. If Grantor seeks to purchase the
facilities as is hereinafter set forth, said cost or expense of figures or cost or expense items shall
not be conclusive as to a reasonable Purchase price but shall be evidence thereof.
Section 111. Financial Reports.
The Grantee shall submit to the Grantor annual financial statements showing its Finan.
cial condition and its operations for the preceding year, including customer accounts, opera-
tional expenses, gross and net income. Grantor may use these data to determine the earning
cePacity of the facilities, the reasonableness of its rates, and the advisability of Grantor
Purchasing the facilities, and for other lawful purposes.
Section 112. Right to Purchase.
Grantor shall have a right to purchase the facilities of Grantee at any time during the life
Of this franchise.
Section 113. Restoration.
The Grantee shall restore all streets, alleys, sidewalks, highways, easements, bridges, and
other public places to their original condition atter excavation or other disturbance by Grantee.
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APPENDIX A—FRANCHISES Art. VIII, § 118
In case any obstruction caused by Grantee shall remain Ionger than three (3) days after notice
to remove same, or in case of neglect of the Grantee to protect dangerous places by proper
guards, the Grantor may remove the obstruction or alleviate the danger and charge the
Grantee for cost incurred thereby.
Section 114. Subordination Provision.
The construction, maintenance and operation of the said facilities shall be subject to all of
the ordinances of the Grantor relating to construction and zoning.
Section 115. Indemnity.
The Grantor shall in no way be liable or responsible for any accident or damage that may
occur in the construction, operation or maintenance by the Grantee of the systems hereunder,
and the acceptance of this ordinance shall be deemed an agreement on the part of the Grantee
to indemnify the Grantor and hold it harmless against any and all liability, loss, cost, damage
or expense, which may accrue to the Grantor by reason of the neglect, default(,) misconduct or
strict liability of the Grantee in the construction, operation, or mainteriahce of its facilities
hereunder.
Section 116. Severability.
If any Part (court) of competent jurisdiction shall determine that any provision hereof is
invalid, illegal, unenforceable, or otherwise prohibited, or if any federal or state governmental
agency shall establish or interpret any law, rule or regulation by which any provision hereof
becomes invalid, illegal, unenforceable or otherwise prohibited, such portion shall be deemed
a separate, distinct and independent provision and such holding shall not affect the validity of
the remaining portions hereof, except that the Grantor may declare this franchise terminated
if it ands the invalidated provision to be an essential part of this franchise.
Section 117. Service Standards.
Grantee will maintain and operate all of said facilities in good worldng order in accor-
dance with established engineering practices and recommendations at all times, and will, at
its cost, make such additions and improvements to its plants and facilities as are necessary to
provide adequate service to all of the area covered by this franchise. The provision is subject
to all other provisions of this franchise pertaining to the construction of facilities.
Section 118. Construction Schedule.
Grantee shall proceed expeditiously to construct such part of the plant and systems as
shall be necessary to serve water and wastewater demands in the area covered by this frau•
chase as needed, and to maintain said plants and other facilities in a sufficient capacity to
handle the requirements of the then utility service demands in the area covered by this
franchise.
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Art. VIII, § 118 SEBASTIAN CODE
All of the facilities to be owned and operated by Grantee shall be planned and designed by
professional engineers of the State of Florida The contract or contracts for the construction of
all facilities shall be awarded by Grantee to reputable contractor or contractors. The Grantee
shall have the right to examine and concur in the design of all facilities, but concurrence shall
not be arbitrarily or unreasonably withheld. Failure by Grantor to advise the Grantee in
writing of its non -concurrence in the design of any facilities and to assign in writing Grantor's
specific reason or reasons for such non -concurrence within ten (10) days after Grantee has
submitted to Grantor such design shall be deemed a concurrence by Grantor in such design.
Section 119. Capacity to Serve.
Grantee will, at its own expense, provide the necessary capacity to service the area
Section 120. Rates.
The rates and charges for use of said facilities by the Grantor, and its successors, and the
inhabitants, Property owners and corporations within the limits of this franchise, shall at all
times be reasonable and subject to such regulations as may be provided by law. The initial
water and wastewater rates shall be as set forth in Exhibit "B" hereto,.. -
Section 121. Public Nuisance prohibited,
Said systems shall not be constructed, maintained and operated so as to cause pollution of
any kind to the waterways, wetlands or groundwater aquifers within the limits of the fran.
chise area and said facilities ahall.not emit dust, dirt, smoke, noise, odor, fumes, or vibrations
in quantities and constitute a public or private nuisance or substances which possess an
abnormal explosion hazard.
Grantee shall landscape the Plants to be erected by it so as to screen the facility from view
in an attractive manner and.ahall maintain the same in an attractive manner at all times.
Section 122. Rule Maldng:
The Grantee may issue from time to time necessary rules and regulations relating to the
maintenance and operation of its facilities and relating to the time, manner and place of
collection of its authorized charges and rates, and the Grantor will further assist therein by
enacting such ordinances as shall reasonably be necessary and in the public interest in order
to aid and assist the Grantee in collecting its authorized
charges and rates and prevent
tampering with, injuring or destroying the Grantee's property or interference in any way with
the operation of the Grantee.
Section. 123. Complaints.
All complaints shall be resolved by Grantee within twenty-four (24) hours. Grantee shall,
upon request by Grantor, supply Grantor with copies of all complaints and indicate the dis.
Position of each. Such records shall be available to inspection by Grantor at all times during
business hours specified herein. The form shall indicate the day and hour on which the
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APPENDIX A -FRANCHISES Art. VIII, § 127
complaint was received and the day and hour on which it was resolved. When a complaint is
received on the day preceding a holiday or on a Saturday, it shall be serviced on the next
working day. The Grantee shall establish procedures to insure that all customers are notified
as to the complaint procedure.
Section 124. Monitoring Performance and Compliance.
In order to fully implement the provisions of this franchise, a panel for the review of the .
quality of services provided for in this contract shall be created, to consist of three (3) members,
one (1) member representing the Grantor, one (1) member representing the Grantee, and third
independent member chosen by the previously named two (2) members. It shall be the function -
of this committee to review, report and make recommendations to the Grantor regarding the
quality of services provided for herein. For the purpose of this function, "service" shall be
defined as the performance of the duties, tasks and obligations of the Grantee enumerated
herein and the performance of such other duties, tasks and obligations as are generally and
reasonably regarded as incident to the safe and satisfactory discharge of responsibilities in the
water and sewer industry.
Section 125. Termination of Service.
Grantee shall have the right to discontinue service to any consumer who is found to have
violated any valid rule and regulation prescribed by Grantee under this franchise and ap-
proved by the Grantor or who shall fail to pay, within sixty (60) days after the same comes due,
any charges legally made by the Grantee for services supplied. Grantee shall not be obligated
to renew service after such discontinuance, unless and until the customer shall have reim-
bursed Grantee for its expense incurred in the discontinuance and renewal of service.
A consumer whose service has been discontinued at one residence, or place of business,
will not have the right to require service to be renewed at another residence or place of
business until all demands of the Grantee for legitimate charges and expenses against said
consumer shall have been met.
Section 12& Fire Hydrant&
In consideration of the rights and privileges herein granted, Grantee shall install fire
hydrants along the water mains Iocated within the geographical Limits of the Sebastian Lakes
Subdivision at locations as will meet the standards specified by city ordinances.
Section 127. Taxes.
If, during the life of this franchise, or any extension thereof, Grantor shall elect to levy a
tax upon the charge made by Grantee to its customers for the sale of water or sewerage
wastewater, Grantee shall collect the amount of such tax from its customers for use and benefit
of Grantor at the time of collecting the price charged for the sale of water. All such taxes levied
and collected during the preceding month shall be reported and paid over on or before the
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Art. VIII, § 127 SEBASTIAN CODE
fifteenth (15th) day of each calendar month to Grantor less any administrative costs, agreed to
by Grantor from time to time, incurred by Grantee in the collection of such tax.
Section 128. Renewal and Replacement Account.
Two and one-half percent (2Y2%) of the gross receipts of the utility shall be placed in an
interest bearing renewal and replacement account for purposes of renewal and/or replacement
of the capital assets of the water and/or wastewater system of the utility. Additionally, the
utility shall initially fund said account with two thousand dollars ($2,000.00) which will also
be reserved for capital maintenance items. Interest shall accumulate in said account until the
account reaches twenty-five thousand dollars ($25,000.00); thereafter interest shall be paid to
the utility annually. Said funds shall be used as sinking fund and applied only for renewal
and/or replacement of the water and/or wastewater system by the utility as the need arises; the
percentage required to be placed is the renewal and replacement account may be amended
after review by the city as necessary to maintain a sufficient account balance taking into
account the general condition of the system. The city is granted the right to make necessary
repairs using said funds in the event of default on the dart of the utilityiainaintaining proper
quality standards.
Section 129. Contractual Agreement.
It fs specifically agreed by and between the parties hereto that this franchise shall be
considered a franchise agreement between the utility and the city and as such contractual
instrument recognized under the statutes and laws of the State of Florida This franchise
agreement is not intended to create rights or actions running in favor of third parties, except
as herein specifically provided.
Section 130. Default of Franchise.
If the utility fails or refirsea to promptly faithfully keep, perform and abide by each and all
9f the terms and conditions of this franchise, then council shall give the utility written notice
of such deficiencies or defaults and reasonable time within which the utility shall remedy the
same, which notice shall specify the deficiency or default. If the utility fails to remedy such
deficiency or default within a reasonable time, the council may thereafter schedule a hearing
concerning the same with reasonable notice thereof to the utility, and after such hearing, at
which all interested parties shall be heard, the council may levy liquidated damages of up to
fifty dollars ($50.00) per day that said deficiency or default exists from the date of said hearing
held by the council and the council may further limit or restrict this franchise or franchise
territory or may terminate and cancel the same in whole or in part if proper reason thereby are
found by the council- If the council enters an order pursuant to such hearing and the utility
feels aggrieved by any such order, the utility may seek review of the council's action by filing
a petition for writ of certiorari in the circuit court of the county.
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APPENDIX A—FRANCHISES Exh A
Section 131. Execution of Franchise. [Separability.]
If any word, section, clause or part of this ordinance is held invalid, such portion shall be
deemed a separate and independent part and the same shall not invalidate the remainder.
Section 132. [Acquisition by City.)
Within a reasonable time after the city has notified the utility of its intent to terminate
the franchise and to acquire the system, the franchise holder shall convey all of its facilities
together with all easements to the city. Said conveyance by the utility shall be without
encumbrance. At this time the franchise holder shall convey unencumbered all of its facilities
together with all easements, to the city, without charge as to all property contributed to the
utility; provided further, however, that the city shall have the right to purchase the remaining
assets of the utility based on the average of the net original cost and a price as computed and
agreed upon by three (3) competent and qualified appraisers. The city shall select an appraiser,
the utility shall select an appraiser, and these two (2) appraisers shall mutually agree upon
and select a third independent appraiser and these three (3) appraisera'shall arrive at the -_
value of the utility and the sales price involved. However, the city shall not be required to
purchase and no value will be placed on additions or extensions to the system which were paid
for as cont *utions-in.aid-ofconstruction by any person, firm or corporation other than the
utility. The city shall not by condemnation or otherwise be required to pay to the utility any
amount for goodwill or prospective profit, or other intangible, and the appraised value shall be
based entirely upon physical assets only; and provided further that in the event said board of
appraisers cannot agree as to the price to be paid by the city, then the city may file appropriate
condemnation proceedings under Florida law.
Exhibit A
SEBASTIAN LAKES UTILITY FRANCHISE
LEGAL DESCRIPTION
PROJECT LOCATION `A'
All that part of the Southeast 44 of Section 14, Township 31 South, Range 38 East, lying south
Of the Fellsmere-Sebastian Road (County Road 512) and also that part of the North 42 of the
Northeast i14 of Section 23, Township 31 South, Range 38 East, lying south of the Fellsmere-
Sebastian Road (County Road 512), Iess the right -o& -way as recorded in O.R. Book 225, Page
186, of the public records of Indian River County, Florida. Said parcel of land being more
Particularly described as follows:
From the Northeast corner of Section 23, Township 31 south, Range 38 East, run N 001*124'26"
E, along the Section line for a distance of 1,398.19 feet to the Point of Beginning for the herein
described parcel of land;
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Exh. A
SEBASTIAN CODE
Thence, run S 371*143'4V W, along the southerly right -of --way line of the Fellsmere-
Sebastian Road (County Road 512), for a distance of 3,460.96 feet;
Thence, run N 891*144'50" E, for a distance of 2,139.12 feet;
Thence, run N 001'129114" W, along the Eastern Section line of Section 23, Township 31 South,
Range 38 East, a distance of 1,329.77 feet, to the northeast corner of Section 23, Towns
South, Range 38 East; hip 31
Thence, run N 001*124'26" E, a distance of 1,389.19 feet to the Point of Beginning for the above
described parcel of land.
Subject to a 15 -foot -wide easement for electrical purposes records in OIL Book 526, Page 20,
public records of Indian River County, Florida.
Said parcel of land contains 66.951 acres of land and lies
Florida wholly within Indian River County,
Exhibit B
SEBASTIAN LAKES UTIUMS WATER AND SEWER FRAN.CMSE
Residential Units (Maximum charge based on maximum of up to 7,500 gallons per month).
Sewer —Plant Impact Fee
Usage Rate (fixed)
Usage Rate (variable)
Water — Usage Rate (fixed)
Usage Rate (variable)
— $1,000.00/Residential Unit
— $12.00/month (first 3,000 gallons)
— $1.40/1,000 gallons (3,000 to 7,500 gallons)
— $9.00/month (first 3,000 gallons)
— $1.60/1,000 gallons (all over 3,000 gallons)
Commercial Sites (Residential equivalent unit -250 CPD).
Sewer —Plant Impact Fee — $1,000.00/Residential Equivalent Unit -
Usage' Rate (fixed) — $50.00/month (first 9,000
Usage Rate (variable) — gallons))
$1.40/1,000 gallons fall' over 9,000 gallons)
Example: Commercial customer using 120,000 gallons per month:
Minimum _
Plus excess — 120,000 Iess 9,000 gallons = $ 50.00
111,000 gallons x
$1.40/1,000 gallons
Total Commercial Bill 155.40
'To be paid from development company at time of sale of individual Wit, $205.40
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