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Home My WebLink About1994 02 09 - Public Briefing DocumentPUBLIC BRIEFING DOCUMENT CHAPTER 180.301 FLORIDA STATUTES :0 FEBRUARY 9, 1994 ACQUISITION OF THE SEBASTIAN LAKES WATER AND WASTEWATER FACILITIES Repand For THE CRY OF SEBASTIAN FLORIDA HARTMAN & ASSOCIATES, INC. engineers, hydrogeologists, surveyors & management consultants ORLANDO • JACKSONVILLE • TALLAHASSEE a FT. MWRS PUBLIC BRIEFING DOCUMENT CHAPTER 180.301 FLORIDA STATUTES TABLE OF CONTENTS — Section No. Title — 1.0 Background and Chapter 180.301 Requirements 2.0 Income and Expense Statement 3.0 Balance Sheet 4.0 Statement of Existing Rate Base 5.0 Physical Condition of the Facility Utilities 6.0 Reasonableness of Sales Price and Terms 7.0 Impacts of Sale — 8.0 Additional Investment Required 9.0 Alternatives to the Sale 10.0 Statement of Quality Service — 11.0 Statement of Public Interest — Appendix A Water and Wastewater Service and Contribution Agreement HES/ch/dn/R8/brief. toc HAI #92-023.08 ii- SECTION 1 BACKGROUND AND CHAPTER 180.301 REQUIREMENTS System Background ON The City of Sebastian, the second largest municipality in Indian River County, Florida, is located in the northern area of the mainland, along the Indian River. The most significant land use feature of Sebastian is the large number of vacant platted residential lots. It is for this reason that Sebastian is expected to become the most populous municipality in the County during the next 15 years. This suburban land pattern dominates the southern and western limits of the City. The second most dominant land use is the municipal airport, which is located in the northwest portion of the City. The land use east of the airport consists primarily of undeveloped land that is zoned industrial. ., Commercial uses are concentrated along the U.S. Highway 1 corridor in the northern portion of the City. The eastern boundary of Sebastian is an irregular shape bordering the western shoreline of the Indian River. Land use consists primarily of residential uses outside the commercial uses that are present along the U.S. Highway 1 corridor or along the Indian River ., from the north to south City limits. A report was subsequently prepared that rejected the initial offer of Sebastian Lakes to the City. Further negotiations have been held between the City and the representatives of the Sebastian Lakes Utility regarding this acquisition which has resulted in the City deciding to purchase the Sebastian Lakes Utility pursuant to the requirements of the Water and Wastewater Service and Contribution Agreement provided in Appendix A. General Development Utilities, Inc. (GDU) provided bulk water service to the Sebastian Lakes development. On March 24, 1993, the City received a proposal from Sebastian Lakes Utility regarding the purchase of this .. utility. On December 17, 1993, the City of Sebastian acquired the GDU water and wastewater facilities. As a result, the City of Sebastian now provides bulk water service to the Sebastian .. Lakes development. Wastewater service to this development is provided by the utility. The Sebastian Lakes wastewater treatment plant (WWTP) is a 60,000 gallon per day (gpd) 00 extended aeration activated sludge facility with effluent disposal to two (2) percolation ponds. The WWTP is presently operated under an Florida Department of Environmental Protection 04 HES/ch/dn/R-8/Brief. Se 1 1-1 �• HAI #92-023.08 (FDEP) Operating Permit No. DO31-156174 that expires on December 15, 1994. The total area on which the WWTP and the percolation ponds are located on consists of approximately 3 acres. Wastewater collected from the Sebastian Lakes development is pumped to the WWTP from an on-site lift station, which consists of two (2) submersible pumps of unknown capacity. The wastewater enters the WWTP and flows through a steel splitter box that is located atop the surge tank. The splitter box consists of a manually cleaned bar rack and an overflow weir which diverts the flow to the surge tank. The surge tank is a precast concrete type structure with a capacity of approximately 12,000 gallons. The surge tank is aerated with a coarse bubble aeration system and is also equipped with two (2) submersible pumps to convey the wastewater to the first aeration basin. The screened wastewater enters the first aeration basin where the treatment process begins. There are five (5) aeration basins that a hydraulically connected and are constructed of precast concrete. Each of the aeration basins are of equal size and dimensions. Each aeration basin has a capacity of approximately 12,000 gallons each. Air is provided to each of the aeration basins via a 3 -inch galvanized steel air header pipe. Each aeration basin had one (1) drop pipe from the main header pipe equipped with a coarse bubble air diffuser. The aeration system is presently operated on a timer which turns the aeration blowers on for 15 -minute intervals twice per hour. From the aeration basins the mixed liquor suspended solids (MLSS) flows by gravity to one (1) of the two (2) clarifiers. The clarifiers are of identical size and capacity as the aeration basins and surge tank. Each clarifier is equipped with an overflow scum pipe and an effluent weir located at the center of each unit. In addition, each clarifier is equipped with an air lift system that can either waste the sludge to the aerobic digesters or return it to the aeration basins to maintain a proper solids balance in the aeration basins. The clarified effluent from the clarifiers flows by gravity to one (1) of the two (2) gravity sand filters. Each of the gravity filters are 4 -feet in diameter, with a surface area of 12.6 square feet (sf). However, presently the gravity filters are not in operation, and appeared to have not been used recently. HES/ch/dn/R-8/Brief. Sel 1-2 HAI #92-023.08 The effluent that is presently bypassing the gravity filters flows by gravity to the chlorine basin. The chlorine contact basin is constructed of precast concrete and is of unknown capacity. Chlorine is added as the chlorine contact basin using two (2) gas chlorinators, each with a capacity of 40 pounds per day (lbs./day). The chlorine is supplied by two (2) 150 pound cylinders. During our inspection of the chlorination facilities it was unknown whether or not that the chlorine room was equipped with an exhaust fan, chlorine leak detector and or a chlorine alarm, since access could not be provided at the time of our inspection. The chlorinated effluent flows by gravity to one of the two (2) percolation ponds. The ponds are presently overgrown with cattails and had standing water in them. The percolation ponds have a permitted capacity of 120,000 gpd or 60,000 gpd each. However, these facilities have never been load tested, and therefore, the actual capacity of these ponds are most likely significantly less than the permitted capacity, since standing water was observed in both ponds during the dry season. The sludge that is wasted from the WWTP is stabilized in two (2) aerobic digesters. Each digester is of similar size and capacity as the aeration basins. Air is supplied to each aerobic digester via a single drop pipe in each basin that comes off a manifolded air header. Coarse bubble diffusers provide the air and mixing requirements to each digester. All process piping for the facility was aboveground and was laid on top of the process tanks. The process piping consisted of: 1. Schedule 80 polyvinyl chloride (PVC) pipe for the raw wastewater, return and waste sludge lines, sludge air-lifts, effluent and chlorine feed. 2. Galvanized steel pipe for the air headers. �. As previously mentioned the Sebastian Lakes WWTP presently operated under FDEP Permit DO31-15674 which expires on December 15, 1994. During the period between April 1992 and November 1993, the influent wastewater floe averaged approximately 6,900 gpd, and ranged from 5,000 gpd to 10,000 gpd. During this 20 -month period the influent flows have _ remained fairly constant. Summarized in Table 1 is the average daily flow data for this facility. Oft HES/ch/dn/R-8/Brief. S e 1 1-3 �• HAI #92-023.08 M an dwk TABLE 1 MONTHLY OPERATING REPORT SUMMARY SEBASTIAN LAKES WWTP Month/Year April, 1992 May, 1992 June, 1992 July, 1992 August, 1992 September, 1992 October, 1992 November, 1992 December, 1992 January, 1993 February, 1993 March, 1993 April, 1993 May, 1993 June, 1993 July, 1993 August, 1993 September, 1993 October, 1993 November, 1993 HES/ch/R8/Brief.Tb 1 HAI #92-023.08 1-4 Average Regulatory Flow Compliance 10,000 Yes 8,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 6,000 Yes 8,000 Yes 10,000 Yes 10,000 Yes 10,000 Yes 10,000 Yes 10,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 5,000 Yes 6,000 Yes r The effluent from the Sebastian Lakes WWTP must meet the requirements set forth in Chapter 17-610, Reuse of Reclaimed Water and Land Application, of the Florida Administrative Code (FAC). The effluent from the WWTP must meet secondary treatment levels (BOD: 20 mg/1 and TSS: 20 mg/1) or 90 percent removal, whichever is more stringent. In addition, the WWTP must meet basic disinfection and a nitrate -nitrogen concentration of 12 mg/1 as nitrogen. Based on the data reviewed the Sebastian Lakes WWTP meet these standards. The WWTP has also had no problem meeting the basic disinfection requirements. No data was provided in the FDEP monthly operating reports (MOR's) which indicated the effluent nitrate - nitrogen concentration in the WWTP effluent. r M M r HES/ch/dn/R-8/Brief. Sel 1-5 HAI #92-023.08 Florida Statues Chapter 180 Municipal Public Works Section 180.301 Requirements Any potential public acquisition of a private utility is governed by Section 180.301 of the Florida Statutes which state: 180.301 Purchase or sale of water or sewer utility by municipality. No municipality may purchase or sell a water or sewer utility that provides service to the public for m compensation, until the governing body of the municipality has held a public hearing on the purchase or sale and made a determination that the purchase or sale is in the public interest, the municipality shall consider, at a minimum the following: 1) The most recent available income and expense statement for the utility; 2) The most recent available balance sheet for the utility, listing assets and - liabilities and clearly showing the amount of contributions -in -aid -of -construction and the accumulated depreciation thereon; 3) A statement of the existing rate base of the utility for regulatory purposes; 4) The physical condition of the utility facilities being purchased or sold; 5) The reasonableness of the purchase or sales price and terms; 6) The impacts of the purchase or sale on utility customers, both positive and negative; 7) Any additional investment required and the ability and willingness of the purchaser to make that investment, whether the purchaser is the municipality or the entity purchasing the utility from the municipality. 8) The alternatives to the purchase or sale and the potential impact on utility customers if the purchase or sale is not made; and HES/ch/dn/R-8/Brief. Se l 1-6 HAI 1/92-023.08 M .. .. 9) The ability of the purchaser to provide and maintain high-quality and cost- effective utility service, whether the purchaser is the municipality or the entity purchasing the utility from the municipality. The municipality shall prepare a statement showing that the purchase or sale is in the public interest, including a summary of the purchaser's experience in water and sewer utility operation and a showing of financial ability to provide the service, whether the purchaser is the municipality or the entity purchasing the utility from the municipality." The remainder of this document provides a summary of the above considerations. HES/ch/dn/R-8/Brief.Sel 1-7 HAI //92-023.08 ., r .. SECTION 2 INCOME AND EXPENSE STATEMENT 180.301(1) The most recent available income and expense statement for the Utility. The most recent Income and Expense Statement for the utility that is available to the City was based on information provided by the Utility for the year ended December 31, 1993. Those revenue and costs for the combined water and wastewater systems are summarized and delineated on Table 2-1. JJB/cUMIS-4/Brief.Se2 HAI #92-023.08 2-1 Table 2-1 Sebastian Lakes Utility Company Income and Expense Statement For The Year Ended December 31, 1993 (1) Revenues Utility Fee Income .. Operating Expenses Insurance Expense .• Electric Expense Sewer Plant Management Expense Water Expense ^• Supplies Expense Miscellaneous Expense Telephone Expense Repairs Expense Maintenance Expense Franchise Expense Landscaping Expense _ Total Operating Expenses Depreciation Expense Taxes Other Than Income Taxes r Property Taxes Payroll Taxes Total Taxes Other Than Income Taxes Combined System $15,382 507 5,145 13,165 17,208 172 300 328 160 3,269 200 600 41.054 N 0 0 0 Total Expenses and Taxes 41,054 Total Available for Income Taxes and Other Purposes ($25,672) (1) Amounts shown derived from the financial statements as provided by The Chase Manhattan Bank, N.A. Real Estate Finance Division. • 2-2 SECTION 3 BALANCE SHEET 180.301(2) The most recent available balance sheet for the utility, listing assets and liabilities and clearly showing the amount of contributions -in -aid -of -construction and accumulated depreciation thereon. Presented in Table 3-1 is a balance sheet of the Sebastian Lakes Utility Company listing the utility's assets and liabilities as provided by the Company for the period ended December 31, 1993. M OR M M JJB/cl/MIS-4/Bdef.Se3 �. HAI #92-023.08 3-1 ^ ^, .. 1) Amounts shown derived from the balance sheet as provided by The Chase Manhattan Bank, N.A. Real Estate Finance Division. 3-2 - Table 3-1 ^ Sebastian Lakes Utility Company Water and Wastewater Systems Comparative Balance Sheet ^ Assets 1993(l) 4 CURRENT AND ACCRUED ASSETS: Cash 8,994 .. Due To/From Managing Agent 2,130 C—I—P Water Treatment Plant 618,175 Total Current Assets 629,299 TOTAL ASSETS $629,299 ^ EQUITY CAPITAL AND LIABILITIES: Due to Sebastian Lakes Association 140,200 Loan Payable — Sebastian Lakes Associates 618,175 ^ Due to Chase Bank of Maryland 75,571 Miscellaneous Current and Accrued Liabilities 0 r Total Current and Accrued Liabilities 833,946 Contributed Capital — St. Paul Corp. 500 Deficit (205,147) ^ TOTAL EQUITY CAPITAL AND LIABILITIES $629,299 ^ ^, .. 1) Amounts shown derived from the balance sheet as provided by The Chase Manhattan Bank, N.A. Real Estate Finance Division. 3-2 SECTION 4 STATEMENT OF THE EXISTING RATE BASE Generally speaking, the rate base of a utility company represents the depreciated cost to .. the utility company of the plant and facilities financed by the owners of the utility which is used to provide service to the public. Specifically, rate base of a utility includes gross plant in service, less depreciation and net contributed capital and/or *` plant, an allowance for working capital, materials, supplies and inventory, and certain other financial considerations. In determining the existing rate base, net plant which is in service, but not used or useful, or plant which is held for future use is generally subtracted from the total plant in order to arrive at the level of rate base required to provide service to the existing customer base. The most recent level of rate base as provided by the Sebastian Lakes Utility Company as of December 31, 1989, is shown on Tables 4-1 and 4-2 for the water and wastewater system, respectively. JJB/cl/MIS-4/Brief. Se4 HAI #92-023.08 4-1 r Table 4-1 Sebastian Lakes Utility Company Schedule of Year End Rate Base — Water System as of March 31, 1989 r Line Average 1989 No. Description Rate Base (1) 1 Utility Plant In Service $163,884 2 Construction Work In Progress p 3 Less: Accumulated Depreciation (26,789) 4 Less: Non—Used and Useful (129,733) 5 Net Utility Plant 7,362 6 Working Capital 2,297 7 TOTAL WATER RATE BASE (2) $9,659 (1) Amounts shown derived from sources including the filing for Rate Increase Application submitted to the City of Sebastian, Florida. (2) Represents amount of utility investment for which the utility can earn a rate of return for ratemaking purposes. r Table 4-2 Sebastian Lakes Utility Company Schedule of Year End Rate Base — Wastewater System as of March 31, 1989 Line No. Description 1 Utility Plant In Service + 2 Construction Work In Progress 3 Less: Accumulated Depreciation + 4 Less: Non—Used and Useful ^^ 5 Net Utility Plant 6 Working Capital 7 TOTAL WASTEWATER RATE BASE (2) Average 1989 Rate Base (1) $451,769 (1) Amounts shown derived from sources including the filing for Rate Increase Application submitted to the City of Sebastian, Florida. (2) Represents amount of utility investment for which the utility can earn a rate of return for ratemaking purposes. Oft 50,000 (67,856) (412,087) 21,826 4,837 $26,663 _ _ SECTION 5 PHYSICAL CONDITION OF THE FACILITIES 180.301 (4) The physical condition of the utility facilities being purchased or sold. As indicated in Section 1 of this Briefing Document, the wastewater facilities consist of the following: The wastewater system consists of a 0.06 MGD extended aeration activated sludge wastewater facility provided with screening, aeration, secondary clarification, filtration and chlorine disinfection. The WWTP is has a permitted capacity of 0.120 MGD on an annual average _ basis. The sludge generated at this facility is treated utilizing an aerobic digestion process. Liquid sludge is then hauled from the site by a private sludge hauling contractor and disposed of on permitted agricultural sites. The effluent disposal facilities consist of two (2) percolation ponds with a disposal capacity of 0.120 MGD. — The wastewater collection and transmission system, the treatment plant and effluent disposal facilities are in below average to average condition. The primary risks associated with this facility are the unknown capacity of the effluent disposal facilities, permitting and the sludge treatment facilities meeting the necessary state and federal regulations. / nrj o � � HES/ch/R-8/Brief.Se5 5-1 .. HAI //92-023.08 do an SECTION 6 REASONABLENESS OF SALES PRICE AND TERMS 180.301(5) The reasonableness of the purchase or sales price and terms. The City of Sebastian negotiated with Sebastian Lakes Utility Company (SLUC) for the purchase of the Sebastian Lakes WWTP. 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. The City will, upon the termination of the franchise become the exclusive provider of water and wastewater services in Sebastian Lakes. The City is proposing to provide wastewater services to Sebastian Lakes by owning, operating and maintaining the on-site wastewater collection and transmissions system and by connecting the on-site WWTP to the City's wastewater treatment and effluent disposal facilities by the construction of a new wastewater pipeline. The construction of the new pipeline is expected to be completed with 2 - years. During this 2 -year period the City will provide wastewater treatment and disposal services to Sebastian Lakes by leasing from SLUC, and operating and maintaining the existing Sebastian Lakes wastewater treatment and disposal facilities. The SLUC currently provides water service to the Sebastian Lakes development through an Agreement with GDU. On December 17, 1993, the City purchased GDU and therefore _ became the provider of potable water to SLUC. The water distribution system within Sebastian Lakes will be conveyed to the City at the same time that it conveys the on-site wastewater facilities. As previously mentioned the City will provide wastewater service to the Sebastian Lakes .. development by leasing and operating the Sebastian Lakes WWTP for a 2 -year period. During this 2 -year period the City is required to construct a wastewater transmission system between the Sebastian Lakes development and the City's WWTP. If the City fails to commence construction of the wastewater transmission system within 18 -months of the date of the Agreement between the City and SLUC the City will then be required to construct a lift station and connect the Sebastian Lakes wastewater system to the Indian River County force main located on State Road 512. HES/ch/dn/R-8/Brief.Se6 6-1 .. HAI /192-023.08 SLUC shall make the following payments to the City: 1. $178,000 if the Sebastian Lakes wastewater system is connected to the County's 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 and the County Library. If the Sebastian Lakes wastewater system is connected to the City's ^ wastewater system, this payment will be allocated as follows: a. $115,000 for connection charges to the City wastewater system ^ for existing users. b. $31,250 for contributions in aid of construction for the ., wastewater line. C. $31,250 credit toward future connection charges to the City's wastewater system. 2. $20,000 to the City to construct a pump station to connect the Sebastian Lakes wastewater system to the City or County wastewater system. These funds shall be paid to the City within 90 -days of the Agreement and held in escrow by the City Attorney. Upon payment of the above funds to the City, SLUC shall have no further obligation for the connection of the Sebastian Lakes wastewater system to either the City's or ., County's wastewater system or for the provision of providing wastewater utility service to the existing customers. ^ As indicated earlier the City will lease the Sebastian Lakes wastewater treatment and disposal facilities from SLUC commencing 90 -days from the date of the Agreement and terminating 2 - years from the commencement date. The City shall pay SLUC the sum of $1.00 per year for the lease of the Sebastian Lakes WWTP. In addition, SLUC granted to the City an option to purchase the Sebastian Lakes wastewater system, exclusive of any real property and exclusive of the percolation ponds for $1.00. Based on the documents reviewed and summarized herein the purchase price terms of the Agreement appear to be reasonable. M OR M HES/ch/dn/R-8/Brief.Se6 6-2 HAI #92-023.08 SECTION 7 IMPACTS OF SALE ., 180,30](6) The impacts o the purchase on utility customers. both positive and negative. r� There are numerous positive impacts on the utility customers resulting from the purchase by the City of the Sebastian Lakes water and wastewater system assets and are summarized as follows: 1) In accordance, growth management and master planning efforts can address and correct system deficiencies in an effective and economical manner. As a result, the water and wastewater services provided to the customers can significantly improve. 2) Regulatory decisions concerning the wastewater facilities will be made by local representatives of the customers, who will be more aware of local requirements and will be sensitive to the needs of the customers. 3) Public sewer system ownership most likely would ensure better system ., management. SLUC is a business operating for profit. Because they are operating for profit some maintenance and facilities could suffer. This "bottom- line" management policy has resulted in a poor maintenance program. As a result, facilities are typically not fixed until they are broken. When repairs are made they are in the least expensive manner and at minimum standards. Under City ownership, such maintenance and management policies will not be continued. The City is limited in how far it can govern how a private utility is operated and maintained. If acquired, however, all standards can be upheld by the City, ensuring better service to the community. 4) Management policies would be more beneficial to the community under City ownership. If the City acquires the Sebastian Lakes water and wastewater system, improvements can be made tax free and the need for profit in rate collection eliminated. It is proposed that the City operates the utility as a "user HES/ch/dn/R-8/Brief. Se7 "' HAI #92-023.08 7-1 pays" enterprise fund, so that no general tax monies are used for its purchase or operation. Existing users will be required to share the financial burden of existing needed improvements, and future users will pay for needed system expansion through connection fees. 5) The operation of the Sebastian Lakes water and wastewater system and the subsequent expansion of operations will be under the control of the City, and not subject to conflicting land development interests. 6) Substantial financial advantages will be available because of City -owned utility system is not subject to federal and state income taxes, or gross receipt taxes as e privately owned utility systems. 7) Future capital improvements required for the continued efficient operation of the Sebastian water and wastewater system can be more economically financed by the City than by a private company through the use of municipal tax-free financing. 8) The City will be able to better control and correct negative environmental impacts and provide surface, groundwater and other environmental protection which will promote the public health, safety, and welfare of the citizens of the City of Sebastian. The negative impacts associated with the proposed utility acquisition are the following: 1) As owners of the system, the City would also assume a responsibility for operations and maintenance, which typically involves problems and complaints. The City would also assume the liabilities involved in ownership and responsibility for rates and charges. 2) Future regulatory requirements and more stringent changes can ultimately result in unforeseen costly future capital investments. HES/ch/dn/R-8/Brief. Se7 HAI #92-023.08 7-2 3) Lack of expertise in utility management, which can be remedied in large part by the hiring of the present operational staff. The positive and negative impacts of the acquisition of the Sebastian Lakes water and wastewater facilities are summarized in Table 7-1. HES/ch/dn/R-8/Brief. Se7 HAI #92-023.08 7-3 TABLE 7-1 REASONS FOR AND AGAINST ACQUISITION OF THE SEBASTIAN WATER AND WASTEWATER SYSTEM HES/ch/dn/R-8/Brief.7-1 HAI //92-023.08 REASONS FOR ACQUISITION REASONS AGAINST ACQUISITION 1. Assurance of environmental protection. Capital costs. 2. Provides a tool for growth management. Responsibility of ownership and operation. 3. Level of wastewater services improved. Lack of expertise in utility management and contract operations. 4. Public health protection through improved management. Regulatory requirements. 5. Groundwater protection. Regulatory enforcement liability. 6. Lower cost of capital due to tax exempt status of municipal securities. Operations liability. 7. Elimination of state federal and other taxes in rates. Customer complaints. 8. Reduction in administrative costs through consolidation of supervisory and administrative staff. New customer service accommodation. 9. Generation of revenues for further improvements and/or expansion of the system and other City of Sebastian needs. Rate and charge making. 10. Elimination of profit or rate -of -return. Billing and accounting. 11. Equity in service. HES/ch/dn/R-8/Brief.7-1 HAI //92-023.08 SECTION 8 ADDITIONAL INVESTMENT REQUIRED 180.301(7) Any additional investment required and the ability and willingness of the City to make that investment. It is currently anticipated that in order for the water and wastewater treatment facilities and their related distribution, collection, transmission and disposal facilities and regulatory requirements, additional investments will be required during the next two (2) years following acquisition. This investment will include: 1) Expenditures to the existing system in order for the assets to reach the useful or expectant service life. 2) Expenditures for capital expansion in order to meet system growth and satisfy the goals of the City. 3) Expenditures for regulatory requirements, environmental concerns, and good operating and management practices. Those identified capital investments regarding the Sebastian Lakes water and wastewater system that should be completed during the first two (2) years include the following: 1. In accordance with Water and Wastewater Service and Contribution Agreement, the City of Sebastian must within a 2 -year period construct the necessary facilities to convey the wastewater generated within the Sebastian Lakes development and the County Library to the City's WWTP. If the City fails to construct the wastewater conveyance facilities on or before the termination date of the Agreement then the City will be required to construct a lift station and r connect the Sebastian Lakes facilities to the County's force main located on State Road 512. The total estimated capital costs to design, permit and T construct the lift station, force main and necessary appurtenances is $308,000. GCH/ch/dn/R-8/Brief.Se8 8-1 HAI #92-023.08 2. The FDEP Operating permit expires on December 15, 1994, and must be renewed and submitted to the FDEP within 60 -days of the expiration date. The estimated cost to prepare the FDEP permit renewal application, inclusive of the necessary documentation and the permit fee of $5,000 is $7,500. The total additional investment during the next two (2) years required is approximately $315,500. The City has both the ability and willingness to make the necessary investments. Summarized below is a distribution of funds and projects for the first two (2) years. GCH/ch/dn/R-8/Brief.Se8 8-2 HAI 1192-023.08 SECTION 9 ALTERNATIVES TO THE SALE 180.301(8) The alternatives to the purchase or sale and the potential impact on utility customers if the purchase or sale is not made There are several alternatives to the sale of the Sebastian Lakes water distribution and wastewater collection, treatment and effluent disposal facilities to the City of Sebastian. These include: 1. No sale. 2. Sale to an investor. 3. Sale to a non-profit entity. If the City does not acquire the Sebastian Lakes water distribution and wastewater collection, treatment and effluent disposal facilities, SLUC can either continue to operate the facilities, or sell to another party. Based on the regulatory issues facing SLUC's wastewater treatment effluent disposal facilities, and the need to meet these requirements, it is unlikely that SLUC will continue to operate the system. The "no sale" option results in the following: 1. Higher monthly bills to the average SLUC customer due to plant and effluent disposal upgrading to meet the state and federal regulations. 2. Limited services. 3. Continuation of existing management and operations practices. 4. Limited control over proper growth management and system development. 5. Limited control over environmental concerns and issues. The "Sale to an investor" option results in the following: HES/ch/R8/Brief.Se9 9-1 HAI #92-023.08 To the best of our knowledge, no outside investor has offered to buy the SLUC system in a fashion that would elicit a sale. Due to the fact that the SLUC wastewater system does not meet the current sludge regulations for treatment and disposal, and the fact that the effluent disposal capacity is suspect, a sale to an investor would merit a plant and effluent disposal upgrade that would merit the sale not to be economically feasible. The "Sale to a non-profit entity" option is not viable, due to the fact that no non-profit entity has offered to buy the system. HES/ch/R8/Brief.Se9 9-2 HAI #92-023.08 SECTION 10 STATEMENT OF QUALITY SERVICE 180,30](9) The abiW Qt the purchaser to provide and maintain high quality and cost effective utility service. whether the purchaser is the municpality or the 0ty purc ing the utility from the municipality. In order to provide and maintain high quality and cost effective utility services, the City of Sebastian will institute several utility management objectives. The City, throughout the acquisition process, has engaged the professional services of a well recognized consulting engineering firm to assist in technical areas. Moreover, the City has recognized the need to perform improvements to the system in order to maintain the quality and level of service. M M go .. C HES/ch/R8/Brief.S10 10-1 .. HAI #92-023.08 M SECTION 11 STATEMENT OF PUBLIC INTEREST Statement of Public Interest. Based upon the foregoing, the purchase of Sebastian Lakes water distribution and wastewater collection, treatment and disposal facilities is in the public interest and the City has the experience and the financial ability to provide service to the customers. HES/ch/R8/Brief.S1l 11-1 HAI #92-023.08 APPENDIX A JAN 2 5 1994 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 , 1994 among the CITY OF SEBASTIAN, FLORIDA (hereafter the "CITY"), SEBASTIAN LAKES UTILITY COMPANY (hereafter "SLUG") 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. 4. The CITY will, upon the termination of the franchise become the exclusive provider of water and sewer services in ., Sebastian Lakes. .5. 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\HALLB\51440.3\0 1 /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 SLUC, 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 "C" (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 Distribution Facilities and Wastewater Collection Facilities. Within ninety (90) days of the .. date of this Agreement ("Closing Date") SLUC shall sell, assign, 2 FTL\HALLB\51440.3\01/18/94 r 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 ,]Bit and I'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 paid 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. F, 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 FTL\HAUS\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 N 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. w 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. FTL\HALLB\51440.3\01/18/94 r= Cd 0 M Syste3_3. Lease of Onsite Wastewater Treatment and Disposal m. 3.3.1. Description of Facilities. SLUC hereby leases + to the CITY, SLUC's 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. 3.3.3. 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 for 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 FTL\HALLB\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 Ca acit 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 City 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. 6 FTL\HALLB\51440.3\01/18/94 M 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. Representations 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 M FTL\HALLB\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 for 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 SLUG, 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: M (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 .. (5) Restrictions of record (except liens, encumbrances, or mortgages) that do not impair, restrict, or inhibit the use of or improvement to the said facilities. ^ M FFL\HALLS\51440.3\01/18/94 �3 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. 6_8. 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. ., 6.10. 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 FTL\HALLB\51440.3\0 1 /18/94 r 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 11H" 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: ^ (1) carry on its business in the usual, regular, ordinary course; (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'sproperties, 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. w 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. Standing 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. 8_2. 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. 8_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 of 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 w shall be paid by SLA and SLUC. it FTL\HALLB\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. 11 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 SLUG s or SLA had the utility been operated in a reasonable manner which is usual and customary to such utilities, SLA and SLUG 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 FTL\HALLS\51440.3\01/18/94 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 Encase 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: (1) An instrument of conveyance, in appropriate recordable form, of all the easements or other interests in real 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; (2) Bills of sale or other documents of assignment and transfer. (3) List of Existing Customers.; (4) All permits, governmental authorizations and approvals; (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. Assignability. 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 Receivable. 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 m 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 a 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: Sebastian Lakes Utility c/o Chase Manhattan Real Estate — Finance 101 Park Avenue New York, New York 10178 Attn: Kevin Ward As to Associates: Sebastian Lakes Associates c/o Chase Manhattan Real Estate Finance 101 Park Avenue New York, New York 10178 Attn: Kevin Ward As to the City: Utilities Director City of Sebastian — 1225 Main Street Sebastian, Florida 32958 e 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 FTL\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 orcause 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. ConsistencV 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 Relincruishment 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 FTL\HALLB\51440.3\01/18/94 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. M M ON M FTL\ W 1LLB\51440.3\01 / 18/94 FIVA ATTEST CITY OF SEBASTIAN, a Florida municipal corporation By: Name: Name: City Clerk, City of Sebastian Title: Approved as to form and content: Charles Ian Nash, City Attorney STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 1994, by as .. of CITY OF SEBASTIAN, a Florida municipal corporation, on behalf of the corporation. M AFFIX NOTARY STAMP .o FTLVALL6\51440.3\01/18/94 Aft W Signature of Notary Public (Print Notary Name) My Commission Expires: Commission No.: ❑ Personally known, or ❑ Produced Identification Type of Identification Produced: WITNESSES �+ Name:. A Name: SEBASTIIAN LAKES UTILIT Name: Title: erg 1 vr{ Address: °s Chase Manhattan Real Estate Finance 101 Park Avenue New York, New York 10178 STATE OF VEARIE*44850 }044 COUNTY OF oVEW et p The foregoing instrument was acknowledged before me this l day', a of )44/,f 1994, by U'o-#W //1t 20.109411 as .,. t!rt-A/ 1LJ7 of SEBASTIAN LAKES UTILITY COMPANY, a corporation, on behalf of the corporation. 'gignaturt of Notary Public r (Print Notary Name) My Commission Expires: ., AFFIX NOTARY STAMP �Co�mmission No.: lid' Personally known, or ❑ Produced Identification Type of Identification Produced: r — We es • e• FTI-VALL13\51440.3\01/18/94 ZZ 19 JUDY M.HANDWERKER Notary public, State of Now York No. 24-5011114 Qualified In Kings County :ommisslon Expires April 12, 199 r WITNESSES r Name: �r Nama ASSOCIATES: SEBASTIAN LAKES ASSOCIATES By: St. Paul Corporation, a Maryland corporationJ By: Name: Title: -:?-r5-,tdefn+ Address: o Chase Manhattan Real Estate Finance 101 Park Avenue New York, NY 10178 STATE OF F -j A NE60 YO COUNTY OF Ni The foregoing instrument was acknowledged b) fore me this l� da of 1/ ,C' 1994, by �joAW /�� 11JJ as IbW7- of St. Paul Corporation, a Maryland corporation, as FSIb E'.J7' of SEBASTIAN LAKES UTILITY r COMPANY. Signa. t e of Notary Public (Print Notary Name) My Commission Expires: AFFIX NOTARY STAMP Commission No.: r L r FTL\HALLS\51440 3\01/18/94 pro ❑ Personally known, or ❑ Produced Identification Type of Identification Produced: "' HANDWERKER -;utuy :•uufic. State of New York No. 24-5011114 OUMMad in Kinpe County 'r`•':%� Expires April 12, 10_ JUDY M. HANDWERKER Notary Public, State of New York No. 24-5011114 Qualified In Kinim County /y( Commisalon Expires April 12, 187J r M 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 FTL\HALLS\51440.3\01/18/94 21 .w �-1 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. FTL\HALLB\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 - r Builts" prepared by Caufield & Wheeler, Inc. under Job Number 2348, dated 11-12-93 and bearing a final revision date of r FTL\W1LL8\51440.3\01/18/94 PR M pa M FTL\HALLB\51440.3\01/18/94 .a Exhibit C GDU Agreement ' ( and between SEDASTIAN LAKES AS"X:1AT1:S ncrclnaltcr rerercea to as ue'c L-' I:NERAL DEVELOPMENT UTILITIES, INC., a Florida corporation, hereinafter referred to Utilities. WITNESSETH ' WHERFJ:S, Utilities owns and operates water treatment facilities in Indian R:• -^_r ;u;:ty capable of serving Developer in addition to the present consumers of Util..;_i.e! id, WHEREAS, ceveloper has requested Utilities to serve a 416 multi -family pro;__ -n he property described in the attached Exhibit "A"; and, WHEREAS, Utilities proposed to serve the consumers within the areas encompassed 3y 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. NCW THEREFORE, for and in consideration of the mutual promises and obligations hereinafter 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•, T' Suring 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 constantnormal 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 z.nd 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 -�- -...,..i.. ,.f water to the Developer's consumers shall be reduced or diminished in the rztio'or proportion as the s ly to Utilities' customers is .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 112,100 gallons per day. 3. DEVELOPER AGREES: 1. To construct a water main from Barber Street and Landsdowne Street to the aoundary of Sebastian Lakes on Laconia Street and install a meter box, meter, and water `acilities as defined by Utilities at time the plans are approved by Utilities for construction. 2. Upon completion of construction of the water facilities and Utilities engineer approval, Developer shall convey those water facilities to Utilities by a Rill of --12 and will provide Utilities with a No Lien Affidavit, a Release of Lien, a detailed cosh 3f construction, and a certified reproducible set of as-builts of the water lines eescrtbed in this paragraph. This paragraph shall be a condition precedent to Utilities pro ---"n;, any service and any responsibility for Utilities to operate said facilities. Upon completion of the terms of this paragraph, Utilities shAll undertake 'ownership, opA-"tion and maintenance of all water facilities up to the water meters. 3. 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. "•4henever Utilities has the right of consent or approval, such consent or approval str11 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. Daring the entire period of construction, Utilities shall have the right. to have it 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 pay Utilities total connection charges in the amount of $96,578.00, which are itemized as follows: ' a. To pay Utilities a water connection (plant capacity) charge 9 at a rate of $_06 per gallon, total 596 based on the agreed upon and stipulated flow rate of 112,300 gallons per day. b. 7b pay a Guaranteed Revenue Charge in the amount of 53.10 per unit per mon. for those units, of `'he 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 fc 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 sates 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 ..- this Agreement. Developer agrees to pay any additional water connection charges which would he 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. 8. 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 da-v o.: Wh4_I ,_, Developer will require initial connection to water mains. 10. That the provisions of this Agreement s1,a 11 not be construed as establishing a 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 reugired 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 r. =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 contamination. The Developer agrees to correct, without delay, all such hazards to the system at its own expense. C_ UTILITIES AND DEVELOPER AGREE: 1. This Agreement shall be governed by applicable rules, laws and regulations :f r any governmental body, federal, state, or local, including departments and agencies having jurisdiction of General Development Utilities, Inc. The parties agree to ti: bound by such increase or decrease in gallonage amounts and rates which may be prescri*s3, 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. The parties understd that this Agreement must rel—ive prior approval of the of Sebastian and that should such approval not be give,., the parties shall be elieved of all obligations under this Agreaucnt. 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. c i'C% J Nc n/tr fi SEBASTIAN LAKES ASSOCIATES N �fl. BY - G. A. K.L. , Vice PresideAt, T St. Paul Corporation, ME-'..'ging Partner' ATTEST ner J % By; ATTEST ),I;GAL Ui:SCRl P7'ION All that part of the Southeast 1 ' East, lying South of the Fe11sm /q of Section 14' •- that pert of the N ere-Seba ' Township 31 Sout South s{til/2 of the Northeastst'11 14 0 (State Road 512)headanjyo- Range 3B Ea , lying South of thepellsmere-Sebtion 23, Tbnuship 33 the pub is right o ofslndisa Riverda Official Records Book Road a Ro P lic records as (Stat County, Florida. .22$, ptZZ id6 0=; E X H I B I T A . A J JIV NPI ENT TIIIS AGREEMENT, by and between SEBASTIAN LAKES ASSOCIATES, hereinafter referre to as "Developer", SEBASTIAN LAKES UTILITY COhIPANY, hereinafter referred to a ,^ "Assignee", and GENERAL DEVELOPHENT UTILITIES, INC., a Florida Corporation hereinafter referred to as "Utilities". WHEREAS, Developer desires to assign that certain Agreement (the "Agreement" !xecuted by Developer and Utilities on No0ember 14, 1984, to Assignee; and WHEREAS, Utilities has been requested to consent to the assignment of th, Agreement to Assignee and to continue to serve consumers within the area owne, and developed by Developer and covered by the Agreement; and - -- -iOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS EXCHANGED 2Y ANI AMONG THE PARTIES HERETO, THE PARTIES AGREE AS FOLLOWS: 1. Developer, for and in consideration of the sum of $10.00 and other valuable considerations, receipt of which is hereby acknowledged, has granted, bargained sold, assigned and transferred and by these presents does grant, bargain, sell, Assign, transfer and set over unto Assignee, the Agreement, a copy of which ie ^ -Attached as Exhibit "1". 2. Assignee hereby agrees to assume all obligations and be fully responsible for all actions which were required of Developer under the Agreement attachec as Exhibit "1". 3. _Utilities hereby rlonsents to thb Assignment of the Agreement solel7�upon the condition 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 .1. All other terms and conditions of the Agreement shall remain in full force .And effect. IN WITNESS WHEREOF, WE HAVE HEREUNTO SET OUR HANDS AND SEALS ON TILE DATE BELOW WRITTEN: ^ EEBASTTAN LAKES ASSOCIATES SEBASTIAN LAKES Urmrry OamPANY BY: !/ h MYNE E. OLSON BY: -`.— ��ST. PAUL ( er) AS VICE PRESIDENT P' ^ :rI TNESS: r15. G+ i. WAYNE E. eVICE PRESIDERr WITNESS: WITNESS: fi WITNESS: a -)ATE: _ .i y/Z7 /J / DATE: 91.2'719'f T UTLITIES�\ INC. BY: / ATTEST: _ 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 Job Number 2348, dated 11-12-93 and bearing a final revision date of so M M FTL\HALLS\51440.3\01/18/94 m m OR Pm do r, Exhibit E Certification I hereby certify that the attached Sanitary Sewer and Water Distribution System As-Builts of the hereon delineated property are true and correct to the best of my knowledge and belief as surveyed under my direction on , 1994. FTL\FIALLB\51440.3\01 /18/94 David P. Lindley, P.L.S. Registered Land Surveyor #505 State of Florida Oil .w 00 m do I" in so w oft FTL\HALLB\51440.3\01/18/94 Exhibit F Package Plant SEBASTIAN LAKES WASTEWATER TREATMENT PLANT SEBASTIAN. FLORIDA = N•C�....Pti 0. LEGAL VSFhIPT1<1rq. Tract "F", "SEBASTIAN LAKES UNIT 1" , plat according to the thereof, as recorded in plat Book 12, Pages 11 and he of the Public Records of Indian River County, Florida. DESCR� IPTIONQF A--qT, TIES Under94Sld A complete automatic underground required equipment installed in tt.concretePwetswell �nendtccmGrete valve vault.. The principal items of equipment include two submersible._motor-driven, non -clog sewn t and appurtenances; autematic g pi's; piping, vabee+, - control panel with cirouit breaknrsg mr:kel pmt el,l'_er; centre.) wiring• rt ers and all --- Wastewater Treatment Ple�nt; Facility is .permitted as 0.0(;O.MGD design capacity eontar stabilization wastewater treatment: facility with surge con-ro3 and dual sand filters,_. The disinfected reclaimed'water is discharged to ground .water via two, (2) percolation ponds (3t000 +/-.square feet total area with ,► design capacity of 0.120 Mopf and no discharge to surface wate . The princxQal:iteMs .of the Joncret..e•modular:t.reatment plant include a steel"splitter boa With manur+lly`"clearetreatm bar rack and emergency.over£Iow; .two 5 000 gallon surge tasks with ai o gall submersible pumps; one.. 5.,.000 gallon contact tank stwc 6,'200 reaeration ionseCtanks clarifiers with 3" eduotors.;; three 5,000 gallon reaeration tanks; two air blowers and :lir diffusor system; fr�e, 5,000 gallon aerobic digestors; two 4' diameter tertiary �iltrrs; filter dosing aiid filter back pumps; one 3,060 galloh backwash/chlorine contact chamber; one emergency generator piping, fittings, valves and appurtenances, Two (2) percolation Ponds with permitted area of 38,OCO +/• s,f, are provided fear effluent disposal. One remote equipme7t building, as de fo• water and electrical service are included within the plant aryls. SEBASTIAN LAKES WASTEWATER TREATMENT PLANT SEBASTIAN. FLORIDA EGA 0SQV;FTj -,N.: Tract "F", "SEBASTIAN LAKES UNIT 1", according to the plat thereof, as recorded in Plat Book 12, Pages 11 and 11A of th. Public Records of Indian River county, Florida, pESCRIPTION QF FAcl4 TIES Underg.K_Q}Ad Lift Station: A complete automatic underground pumping station with a required equipment in in a concrete' toet well, and canCXete valve vault. The principal items of equipmentsubinclude two and appurtenances ante r -driven, non -clog sewage 'pumps; piping, valves and appurtenances; automatic ¢limping le•vel'dontroller; CGITtra.l control panel with circuit breakers, mc' or- p£ers and all wi r 1 rig. --- Wastewat-P Treatment ple_nt: Facility is permitted as 0,060 MGD design capacity contact stabilization_.wastewater treatment: facility with surge con-rrol and dual sand filters.. The disinfected reclaimed water is disc-harged.to ground :water via two (2) Percolation ponds (3810O0- .+/- :square feet total area with A design capacity of 0.120 Map) and no discharge to surface waters. The principal items .of the.00icret"e.modular.,treatment plant include a steel splitter box Frith mahuailly"'"al`eared`inlet bar rack and emergency._overfIow, two 5,000 gallon surge tanks with-tw o submersible pumps;.otie..5, 000 gallon contact -'tank;? Exhibit G Contracts of SLUC FTL\HALLB\51440.3\01/18/94 S'01/1 114.00 546409 , DE4ELOpta 1' of E&¢,T�aada�and tutored into this 1 day nesOGinras, a rlorida 6 AM men BEBkBrlhli GAI39 general pastnar,aip, hereinaftet rtrtrred Florida • corporation,a hereinafter �tted to�a�p��ioe Compaq xndian alvat Coi DMIOPer Ontaaa contrCoscrolsd lends located in attached hereto And mode a rare harass Exmet A•, As ie mile est wt in anis Developer and hereinafter YGCazrad to a the evertin ^ and na••1oW intaada to daraloD the proptrty s, erecting service. units, or combinatredion xthus; staland unite, gaaau service noise, or ■ combination of these end Provide centrral water di Stribationth,ndt ieuega i oo11ct1on .—ee[vice tax DavalOpar'a property herein toga load, and Wtam As, the servlca campeey Is willing to provida, in accordance eith the prorfeions Of this Agtaemaht Ann setrl0e Conpan!`9 UAICOrc policies and procedures Melual, central w■kar need ,ewer services to the property and thereafter operate "^ applboeble facilities so that the oovapalts at the lnptovewents on the property will receive an daguete water supply and swags collection and dlepoaal :ervico f..M 8enice Company) rMliess NOW THEREFORE, for and in Consideration o! p , tie mututl undartakinga and agrtemanta arathe aa contained and Alavnad, neralepar and service Cacpany hereby Covenant and egrea as fallOi'2. I- The focelaing stataauate are true red correct. . z._ The !0110■ing definitions and references ase given roc the purpose of -tespcotL% the tame as used in this Agreement And apply uaie,a the context Indicates a different mooning: (a) — All facilities o: naz y on the Consumer's aid• of the point Of ' delivery. (b) •vee rima tin _i -rid n/-rens r Sen f ihr a ^ E�• d She nun of mono!. and/or the value of tae property C) ,• K. � repxesehted by lthcle coat of the water distribution o� �. K. &�� anGd sewagB Collection systems, including lift ■tatieoa and trnatnent plants, constructed or to be constructdd by a Developer or owner, which DMIOpeT or,Mfr transfars, or agrees to transfer, to service conpaay at no cost to Baxvita- ComonnY in order to induce Service Company to provide utility service to specified rroperty. I •Dnveiemwm{• vheen• A subdivision of V .y- 20nstruction passe Ot the construction or Utility y y M facilities on the property. R� (d) 'EORiralnnt Erni d9 1 1 S fR71C7+ - A Y facto. ural to aanvert a glvtn ave rate daily ileo a (ADF) to hs For equivalent number of resiidential ac a^ purpose, the average dais rico os one oqu!•[lant roaidontini connection e (ERC) is J'{0 gallons Per day (gpd), The number n i F �r ^ U. R. 794 P8 2831 V ^ 3. Velir forty -give (45)Aw'♦ty daysnce after a prior to bevalcyer issuing • Coy am, at the expense of Del dal to Servipe Company s O or on opinion of title from a .respect to the property, which report on the statue of the ti log7ai title nolders, the outs Ona covenants. The Ofovlsion, ._, Purpose 01 evideacing Develop exclusive rignta or earvice con 1 La - Within .a period or motion of this Agreement, or Otic& LO rroceea to Service oper. the Davoloper agrees to of the Title lneustoe policy lslirled Attorney'at-law, with ition &hall include ■ currant ., letting Out the name of the .ding mortgages. taxes, liens 1 this Darsaraph Ara for the ■ 12911 right to grant the neo In this Agreement. O.R. 794 P6 2832 1 ' .of xaCV contained in a LTC ADT is'doterminaq by dividing that ADr iy 150 gpd. The determination of the Aunber of SSC# Cor the rroporty &hall be subject t0 faCLDIltj ■s outlined in service Company's Uniform policies and rrododuras Ran,• Q. A residential, commercial or industrial Consumer - mar .thus revire ■ larger number of gallons par day than �SO depending upon water doaand characteristics. (e) Melfic y - An amount OE .peer td p Cott is erti daft r ■11 Or a portion of service Cowy as ■ cont or maintaining stand-by service oval Utility for Deralopee as dorinad is Viatica Adm Atrat v& Coag and orders of the rlorids 'Public service COatni■slon, or its ' sucuasora, from time to time. (1) -Notice r 7992=' *- A aOCumant executed by Developer exprazo ng a ronin order "Nouaoe to the beva%OP&r Agreement, for specific W%t&r and/or sewer service. (g) •Point of renis •erir• - The point whore the pipes or nater(s) or service Company ar& connected with lbDips of the connumar. Dd1eNa ath,,miso dlCated, the point Of delivery stall be the cu■tomor's side or discharya Nice or the water moter(s) that will be utilised for dalivary of water aervica, and the■ewer main or last Ranhals wood and Operated by cervica eampany, for sewer service. eervioo Company shall, scoordinq co tree terms &aa conditions tdareof, own all pipes and &PPurtenanoex "to the point of delivery, unlas■ ethorwiae •psoas upon, iia pipes moa appurtenahcea inside the point of delivery shell belong to others. (h) 'yr,,,,,,,.ti.• - The area at patrol of land dwgribe in Exhibit A• by 19941 description, And AO shown on sahibit 'S' attached hereto alit) made ► part hereof. (il '1• 'lqq' - The eoedineae and ability on the Part of cervine 0,;GVany to furnish and maintain water and rarer sersipe to the point of delivery for each lot or tract (pursuant to applicable Eulationa rules and of ebplicabl9 regulatory &lanais a.) ^ 3. Velir forty -give (45)Aw'♦ty daysnce after a prior to bevalcyer issuing • Coy am, at the expense of Del dal to Servipe Company s O or on opinion of title from a .respect to the property, which report on the statue of the ti log7ai title nolders, the outs Ona covenants. The Ofovlsion, ._, Purpose 01 evideacing Develop exclusive rignta or earvice con 1 La - Within .a period or motion of this Agreement, or Otic& LO rroceea to Service oper. the Davoloper agrees to of the Title lneustoe policy lslirled Attorney'at-law, with ition &hall include ■ currant ., letting Out the name of the .ding mortgages. taxes, liens 1 this Darsaraph Ara for the ■ 12911 right to grant the neo In this Agreement. O.R. 794 P6 2832 1 •daiti66 to the Contribution of water dietributi0h and sawsgqa .Collection a7atnma, where _- +PPlicrale, and further to induce service water and .pear ■•rvioa, n*velepc rvLcsharebgena to to Provide ^ Ca rvice Coapany the following charges, P+Y to T <a) Canr�ibutleea- in-aid-of-Cottetructloa; t (1) Plant Capacity Charges - •lbe cantribut_ial of trolttmmtoof the Plants described in � hit oj of (a) Kale letenalon charges - bY11X ulio abate or the cost of off -lite water and ■ a7at0sa, as described in Exhibit •C•. ower j (b).11 cation Charge • A charge which rafiaota aha mual Administrative mat or yreperation of this tests, as descrriibed plus pr6lfmi oarr engineering shall be Paid es outlin" iintBa�0.. said charas -- ln+i[arn PoLieia■ and Preaadura■ w+nual. Company& (c) Plan Review _Charge - A charge which reflects the 9 Vernmantal a OL rwie.rloIq and approving engineering Cenoy Ap�phpltostSCos, Construction/ ! in EshLbi6 pD .0 said charge a shalla�eederihad outlined espaid Yrocidures igAugi. yaDCiform Policies ^ (d) actualtiCant�of inspecchargeiw wi"-('ter asnQ etetwar YzhibitfaoLlLtla•ppinstalled by oevelopar •a QaBaribad Ln oatl3nad !n said charge shall be Paid as and Procedures cottPatry'■ Dn E= Policies nedadurea oranuai. (e) Legal aevisw charge - A charge which reflects the Coat of 16261 orviesa required in tae nAgotLa- tion and pro p&cation of this Developer Agreement ss described in Exhibit aD•, ^ (f) Motor' and Backflow Prevention Device Charges She bppllcable ehlrgo3 for watt: enters, h_^_+flow Prevention dwioa■ (whan pravfded b7 S4rV1Qe ComBany) and/or nater and backflow Prevantid6 device fnrtallations of sufficient capacity for -- all single family, residuntial, Rnitl•faRily, nubile home, comneroial installation, or any . other connection requiring s• measuring rl: •a ae fil-forth d o d approved by tha City of�i b&xtj n, aw Service Company of tile sayvia does oL !i arataill enotrresult in regulations, and their enforcement shall not be ■Efected°Ln ray aenpn0r whatsoever by Dnslvper making payment of tate. SarvICc --, Portion lathe valueaofothe charger fortanndj reas n whatsoavere aseept for that which may be provieeQ for in xtaiolt •, shall Service C*MPAny Pay any interest or rate of into • "CC mi upon the Charges paid. holden ,�e! the r he Property nor any person or other entity otharwi■a, Thal It hevPropeLky bY, through or ander DavalOPar, or or interest in and to the rCharte t or fatara right, title, claim ger paid or t0 try OC the water 3 Q.R. 784 P& 2833 OV7(QD14 M,V 4 I E 2- "ti•Y�� nl dM� 33w� •i•C C< Q•• Poe •ti..I Y n na- R•a @ n kS R w n yef qgui.. iiKap Il jf.w w owo •_ ^ba �r Ma a a a e wR_'IY�e��ep1 1 nggI Rl O R. np�or� p^ wo. Qp V A b R nwyf�@ ;1 W. ,r.._qg_. �aCp Ti .. -r oro.rYo fln m�rw�rtwj O9 n1 -v0 T' f8M 'rl <Ow s: _...u.r h•.lM.n•N�-r�vJ14,.xC•,ni•U 19t s^mn TVR: �Vl pg:vRu OMO.00 i•OOn w ✓•�Opb @�Q<DR P O fro MT jITw Y'J• :YO R KI m^V gPr Yq Nw •s.P•nPO� prr•i� M g^oR}y yb�Tm Krifon 0 r• Ob ��•�•'OV.mA PIYMaGO OOj•^R•( ryl P M • O Rn rr$C n n r O artlwr n• O � Y • µR• Y � � n My I n M tl � M ; µR � og^tea o 'p�^eotl � �tlm�pp: OR 9�PYw0 T MT gue pwt5' or @N iA ^ro n s P2 p PYR R R' 0rR..nap �• m� wn �^•on � Rab • o•otl>s ar oMR `t• rw n •�go vQ • r ni �j Xrao na it IC r Ri a•�rT<wfrn o e+ • rt f•l row v �` n 't Or 1 VfI@.b P a a•� aMT • n o K Vvoopw<•r �PRa P • wv�w � Y^ wIrMM 3»p�rt� O. wY• M Qv...D YG Rfa r Th Y �b i TQ y • Ptli�Me nr. tf ^►P YPmm�� =opa •P• iOX1w Ri Yp wrC�RrGJ6ti O.O ^lr'O• bpR tiww.gQ npan^r w •wpf0 1„Rn� o � T�=•r••, � • Iryrytl PRM C •f�ibnP Ift I OMw nYR N^y' i 6�cm r.r1 OE DOY iM TwF• 1 YO•fi •R T• RSI• r JU57651477;it 6 ^ to g' �S1te_I2ftlat aO4 ' Ta induce to"I" Cpapeas Pro•idA wa er trestneat sad ■&wage Collection say, disposal esctl,tias, end to continuously provide COnewlars octted On the Property with water and sever aarvica■, uniasa otherwise provided for herein, Developer hereby aovad agrees construct and to transfer 9vaershlp and Anents'I tc COte t0 service COMPAAY, ag a cont cibuticn-in-aid-Of-Ma■trmties. the co -nits water distribution and sewage collection ayatema re Inhibit •C• herein. The term -on-site watd to Sn or alarlarzeferre ob and sewage Collection system• msana. and Includes Iii "- distribution and supply Maine, water lines and pleas, sad utter cocilttias, end seeags collection lines, facilities and equipment, including ponvIna stations, conatructad vita,* tka bona ulsa of Developer's property adequate in sise to serve ..- by Service or unit wtta,n the property or ■s otherwise ragRlroo and will be do icitod hioh are referred to in Izhibit C. harsaf by bevelopOr to Service Company. Developer shell CRUZ* t0 be prop red five (S) copies Of the agtlications tar permits and a sufficient number of of ILna sad Raglneorina else, drepared eat■ sa6 ,es3ad by s Professional eagineer raCaiatered 11n the atate of ylb Lida (Service company will ratein four (a) sets), along with a copy nal esti"nwte of quanYitLos oovsginq all cenhr►ca Ltews that are to be dedicated to Service Company. Plans shall tn* On-site water distribution and agwage COPla0s sh l show proposed to be Installed to provide *Arvin, to llncion witems the Property. SUCh Plana x111 also Show the lntercesore Lt of � Much oa-sits facilities to the off -mita facilities of sarviCe company, or sff-sit& Ca0ilitto thahe t stay be o0aatruotthe by Developer or others and liven to service Coapany. Such detailed plans may be limits C t0 the first development phase '-' only, sad subsognsat ehesas a,ay be furniahod gram glass . to tib*. )iowavar, sadh such development pphbage shall Conform to a meotar plea for the development Of the Pzapssh and such matter t 3priOPINK shall be submiisSio ted to Cervido Coa.pany Ceneurr&at with or devilopmiat ph ag�ioDbvof ONlIger erne plans for the first "star elan any time in such nanner a■ oeaotq undulyht to mlat*rfeze T modification, shalce l submit four saoplem ofacilities f Od plar. to nervioo COMInr. Thecoat at any madLelCatiOng .to Service Company's existing systema of to ltg_ master plea that are bynD elapDevaItpo-a;Vpz dlpalltiOnt caure niaese gin er11to submit Specifications governing the material to be used and the method anQ hodrawings ssubmIttsOste Eervlceg COnpanm, 0peciUiations meat the minimum specifications of Service CeMpiny and shall ba ll shallot to the approval of sarvice COt@Say, which approval ,hall tat ha mreasobably withheld,the Service Company reserves con ec0io to review the revised Muter Viae and raealeulatq the connection Charges that are t0 be paid by t Developer at the eine the revlaad MdStar Plan is aubnitta0,. No Construction shall car nce until .Cir..ted any ane sppiopiiata ragula to7 agencies here approved Pvoh plaaff and apAciflcatioas in wi]tinq.. anon permits ann &WOna pians are retgrneg to, aPproprlats regulatory aQemLos m Vale r, Oavol&par sk,11 submit to Service company one copy of water and/or $&war service pernit(s) and approv,a plana. If ConetructioR CON18nCae Prior to all inch approvals and any ether approvals required hereunder, Service Company shell harm no responsibilityto accept much 11hes or raciiit,es nor t0 perform routine SnaPactton■ of such lima or facilities. and SotvielAa sCompany may elect to tOMInate this Agreement and/or not preovsrvic■ to Davolopar until such tin& Va Developer Witnessed aAlll Of its requiredr inspections inarvt,,ta Company. has C O.R. 794 A8 2835 i sesz of tie[ •e•O I 3DSAi t7 19 pen0a dd3 put it dalq Augdwa prianx;Yvon WT Pa;eTl 99A22AN volaolSloo a0a"s put uol;ng73aeTP. ae;aA a4; '110unoo 3.Aundmoo IoTAat! o; Uo;a9jg Tata ma0; UT Mlta 7* STT4 pe2la0;ou Sq 'Z4911MfO 05IA109 01 AVArm (I) tjilRl aedoTOAaa '3>rtamoD IaTA1tB Aq. eole20■ Io DuTavyuea 09; Due e2uo;doc2o 10 1aj;al 1Ivi3 eR; SD ►DI79n9t7 DO3 ;o i9j d ;nQ 'aOT;►TTI;evT Iq; ;0 YOjjOT�oa all; Yodn 'OT;T; DTI► 10 eou9Pjne S•q;an; 9r •0aul;dgxe jYOU g;l **noel .La9dwoo w ;o ie;;6l ►ou M.DAa OD on T`i0D "'127; ►97 a. 3oo1I0 alta; SSant '1uldmop ► tions 04 li0do on O mcg gu01;9) oUg ;q; o; IM ;Vnd ■n ; ITOe d T " I �Dia838TA3 g LSSh ;tq; 7 1 i lddal ao;3A elgo;od pv0 not;oali0a i3t;jve■ egoq> i gsjw AulT20p 4nepo03ay 2 R ;? .D. ;IgTM ul unagT .70;099;v0O 9,3edojeADa 3o Sadall/ma Ag petle;tul mma49.f voT;DOTIOD DDVAOa PVI a°r;ngl2gfTp a*;•n Ile 0; 0I47; .undmo0 molnl09 0; 10;9u93; o; I'. tiUOAoa tgtitq 3tdOTOAea '04a691ad 0s►q; At{ ea; ZUTOntDul ';tld Pep30003 '(g);o0gg Y07410799p ►qa ;0 931TAU ITYOmat Dat D30091 ;o it als tg; om DO 05 ;3e0 P43Md03d Iuttd ;t)nq-20 99; 3o o 10O 3jae um .a3Dwop OOTAa9D oq ;lmgn/ asS• SSIge ;o f o ji�oOOby6uO ►ai •DeDniDYT Dg jttgt I;uTOd eTdmaa TTM T; t S+�RI 912;nf9 9 pea Y;inI03 tvalaoloT20;DMS sq; j0 .000 8 me;aAa =1.4u9S3;31p 904,. 04; 20i 07 ve1:;na1 g7;aw IZ lZUR&OZ 9a7A3e9 03 pumajoa oat samad9 d3041jnao B;tT3a03dde egs o; Da;4judtn9 uo a dwvQ l TIT;aeo IR; 30 AdoD ptu5T1 a Auaauop Wl"W3 94 ;Jmgnooli 420 Pao**& 20 le►uSAvn 3,22dotaAea 'aOlmumma 70 uOTIamoa a011a Tlnvap aoxnD9003 g. ;191ga¢ vi ani Deppoad onto yua e0O001L0 a0a Y v put ►llama mosmi 9,.u0dm0'J ►OSAS►9 ;;TM so lea* BA T q S13q► GBIAW tpl" '10;9\x;000. 9,IedDtOA0a I W Aq agum IeoT;IILI;IaI 10 ■vel;bvdvmT LTI 39 ;*oa LIa39e tqi 1►AOa o; mgt 9 '4=51 9001304;n9 9,.usdwoo 6IA.B 20 CUI& ""T"89 0; .9d o; 20930■ l►doteAN 'sIgvzTIddj � eSo RoTgw 3901;*InDea j300T put •;tq9 •Toaa ei "440 00 .SSen aW 'euTbuo OOT7MTzuS*V 1030" 3041M OIaTi►Qy PUT '9601;9tad 6aja9saj6as DooD'euoj;/aT;TD9dg Pat guild ptnoaddm 0q; q;TA eoagP2ooa3 al pynnT71;101 a'0•R 0414 Nq;9lo oq; 4149 107w2e1211 o; 1;203 aaT34valbu0 1v=Oa 38930 lie put YDS;144T;;vT 10P3aA Due OUIT 'mol;3l;11;2e 'e1n2033d 303 .9;10; p3tpug3_ 11,10; 3ueuad M Sigma ao;agl;MOO A;7S7;n Pee 9aoo9a go an0.34.& O.Wadeoo 20TA3e9 •ta0771a71TD9dt PYt guild panoidd9 ►q3 q;ln iOgvTSduOa 9312100 0; 90T40a142000 ;a rAT 0911 TSIRI 910201 ;o 308ut0u► 9S •rvojgaOji TpedO pun ■atld POAOI94V 124; 441w •O0► duo0 •¢i0r;►D 03 aaolatt[Mi9aj gone �adgu; a; ;v6 a ►R; eA0g7xjtgg 4Old=00 NTA18g 1t10S0A►a .q nma;n.t u0j;10?11 D 861"9 xo/P9I uopn4Ta HiD 120;ew e4; is O074Ona4euoO aq; Au73na •awl;0oT3jood3 pot IOMld plAoaddo "4 uo Oa0 g n mmm%4@0 uoj;a0jloa •al"m guy vol;ngT1;979 2e43A eqd. 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" ""° M76514774 8 J (b) Provid} Service COCTIVy with copies or invoiaaa £toe oonttaotera sad from supplier• as. uteriala for installation Of the utility 'yet&= being dedicated to Service coavany, including asginoorieg deaign and inopeetien foes so Pere, (C) rulaish proof satisfactory to the service Conpany that the instal Latlen of the facilities and all contractors, xub=ntractors, uterialman laborer, ani engineers ball boon paid in fuli (i.e., by Valvate of Lisa or other appropriate magna). (d) wsl cant to service donpanr that whoa all utility COOstruetid So iecordah� with iyp o= vad Alin, bind ■paOifloatLen, and in compliance with all govetrmentil and reoulatory agency law&, CnSas and regulations, and that the slid Eacili tias have base conatcuctid in a a,ad "a workmanlike mannan. (o) warrant and/or anarenty ALL utility faeilitiss being dedicated to Service Compa�y against fault workmanth!Q and defective materiels for a poring OE One (1) ear from the date of sarvlas -Company's final latter of acceptance. Also, Developer shel2. assign any and all wstranties an"Or m@lotonanoe DOnda and the rights to Developer ce sa Obtainatbe t oar viC an Company otractor aonatruatiaa . the wa4or and awar tyatwa. Developer @ball remain -secondarily liable on such warranties. It boveloper doe, not obtain sveh written warranty and/at maintaonoo bond from ito contractor end deliver same to aarrice company, which warranty and/or MlItItenanQe bond shall be far ■ minimum period of ow (1) ymar, than in such allat, Developer, by the tem• of this hgreemert, Covenants to Indemnity and We harmise■ the farviao Company for any lata, damage,, Costs, claim, suits, debts or demands by reason of defects in the system for a parloo Of ens year from th, date of tae final latter of acceptance by the Service Company. (f) provide ¢armies Company with all appropriate operation/naintaaanca and parts monoels. (f) Further oeuao to be Convoyed to Cavvice Camponr, frac and Clair Of ell encumbracCes, all utility easamants and rights-of•way Covering areas in whLah Trato@ ked aswr aystsms are installed, or otharwine required, in recordable form sotisfactoiy to Service company's counsel, on Gerviae COQ&"'& standard saaaeaot form. if applicable, Service Company may require joinder o any mortgagee and any condondnium association, COOPoratire of other lead" of the property. (h) Grant easement or deed to Service Company, in cacvrdablo torn an derviee Company'■ standard Earn, a 15 foot by 13 foot minimum site, or as otherwlsw required by service Company, £or shy lift station@ aonatcuated on Ve'slopor'■ Property, along with recordable iaprecaiegraas easements on Service company's standard easement fore and ■atiafaotory to ssrvioa company's T 0. R. 794 P8 2837 ... M VV IT 111„ V. 0 ccunaai, Developer stall provide a title insue. Pali" or Opinion of Rbeoraey an to title of all much sasamasts and rights of way. dorviae 03mpan7 agre94 that the amaeaRee of the final latter of aa.Ceptsnce for water distribution and tows pe Collection sy:tans 1nitillaa by, Developer @heli constitute the aesumptinn Of raapenmiblitty by x111104 Cowpmny for the continuous operation and maintenance of such s stem@ from that mace rorwara, subject to the term and condi tions Cobteinad ha rain, axcopt as met forth above, araerevar ,the cmvalopcent of the subject property involeq ono oonauwer or a unity of title of .averml manaunars, r0nmmdp/pan Sa the opinion of Service Co a ownership by Service Cal action reyatama Life not Rernal cess■ ter�Se trihutlon lnCl sawsyY Option of the Sexvlu C as , s1' Proper, then at the RAO the obligation for a91nt Developer of hfuahretaln t* water facilities loch tad on the dirchfrl# 4404 of a Masteraite water at Ruth en -mita sewer facilities looaud on the `r's ane or the point or collvary, as shown in Unibit "C'.In ova COasteaer'a side and/orseweithe raditive nOCevOwneCe eCeiye@ a0rviCa LOr w■tar the Service Company shall haveru tna 6aongl p%io ay, thea time to acquire, y at - no cost to the service Ocnmean et any ownership pi sacs. facilities cdnstrWted by Developer. The service Campaay aheli aseroise its option to aequiie evnerahlp of the aforsneatioaed faoilitial by CCoving written notice to the Developer, its successors sed assigns, of its intention to er4rciu said Option, within Want y (70) days open aastpe of written dotlea Exon the Service Company, the Developer, its succefscra and assigns, shall transfer, at ca cost to the 8arviea Company, 9.merehip of the faoilitiom in question. Ths Service Company she 11 ptapirs All accessary doeuunto for the t;anerer of ownaranip and mh411 ba raspoRelble for the MA Intenanc■ of tha facilities after the tranafer oe OvaerehLp between the parties is cOApleted. rn 'the avant that xer�iag Company, for whatever reason, does not tato possession, owabrehip and control of an -lite facilities constructed by the Developer, and provides muter motored service to the Developer for the u00 -of saveral consumers within the or. -site facilities, the Developer $hall be required tot (i) Maintain water quality at each individual outlet which is in Coppllance with all primary and meoondary standards pramulsated try the plorida Heat th Department1 oAAt no ltime shall much water quality atandards be required to be in -.Coco of 'Icss attained at Service Compary's point of delivery to -the mastsc Aster. (ii) Instituto a program of line flushing in order 6k0 - help in the reduction of aedSautntery deposits Sn the Developer'■ on -elle linos, and reduce the Doaaibillty that water quality standard@ witl £ail below those required by sub -$action ( obo•o. Such line flushing shall be conducted in accordance with reasonable engineering standardu to h.rol.. much t hfluh ohine ake 1et the 3 objectives at R a ominim" of not lees than monthly, Davalopar shall Provide earvace Com npany a einimun of 48 hours merles OE. rho ti roe end pleee of each O.R. 784 PG 2838 I .. " '1."' 3Ub'16514771tt10 Clushing. service conpany 51,+11 noun its representative to observe such flushinoa and record the ecount of water used for that purpose as Indicated by the mater. Developer Shell be Solely ant directly responsible for the coat of ail water used in the flushing of his on-site futilities, such y1114ng and Collection to be tducted SD accordance with the provisions of .ttohe Berviee -Company's approved tariff. Ciel) Developer shall be rexponiible for maintaining all on -Nita water and sower facilities in ataOCdanco with reaaon►bly Prudent runt...».,..,. ca. ragna o inspect the facilities of tbo Dovsloper duri02 reasonable busineea hour, ePOn fa hour* notice to the Developer. If service CORPAny determines that the DavSloper her failed to COAPIT with the prsvldoae of this section, SafVLce Company shall pprovide An explanation of the reason for such vlcletion, at which point the Dia ayspax shall bava twantr (20) der, or such other time as to reseonabl7 necessary to C orrect the deficiency. Upon ft lure to do go, Cervine' company shall have the power dna WL ht to discontinue service in SOCOrdsaca with the provisions Of ibs approved tariff for nonysymant of hills. 10. off-site Snst■llAtIyb _ Develayor may b1, required t0 O0natruOt, at his tole e,penea, eartein orf be water and/or sewer facilities in order to connect Developer's to on -sit• facilities to service coveny-a existing water and/or oOany s eietion, to required to dedicc"e aliaoc at tportioniot call off-site water and/or Rawer f+cilit an to servida Conpanf for Ownership, maintanehoe and operative. All praviaions in rection A above, entitled on-site In All pertaining, to specifications, plana, vomits and Paragraphs (s)lutox9(b)wabove shall Also,be appprovisions icable to ell off-site water and newer racilitieO conatrvation. 11. EaammMnte, Developer hereby grants and giros to service co�axy, Its subeessora and ARE ';no, but subject to the tsrmc of this Agcaamant, the "elusive right or privilege to construct, own, naintain or operate the water Ind saver fecllitled to serve the 8ropertyl and�the esolusive right or Operate hie faLilitiai in,, under;nUpon, or.altar, randreplace rasa th p;anent arid tutors atraets, •dada, alleys, easements, rotarvea utility stripe' and utility aitaa, and any public pines es Provided and dadicatad to public use in the record plate, or as provieed for in agreements, dealcatt0se Or grenti wade otherwise, and is indeptindont of said tatord plats. npvalopac shell obtain any end all nadegesry oEf-Bite aalaments that may be required in order t0 'carry out the terms, conditions Ana Intent hsrooammoppf, at Developar's espanss, and Shall convey •sae to it any, chelding iVyaccordance er 'line with r* property nor no Property eneumberad by such ereomeets Shall ha regaitad to 9a10a16 Such liens, subordinate their position or join in tht' grant or sealgation or the Caaamanta or rignts-or-weY, or live to seryl ca compeer r,surance by way of a anon -disturbance sgraamaht•, that in the event of foreclosure, mrtgagea would continue to recognize the eanemSnt rights of service eampa, long eA service COmDeny OOawlie9 with the torna of this es O.R. 794 P6 2839 sit leaw,nL. All rater diettlbutien sae sawsys •olleatien facilities, save and e&cept consumer installations, shall be covared rd' sea emante or rights -of -x47 i[ not located within platted at dedicated road& or r1ghbs-Of-w4y Cos utility purposes. Devslopva hereby further, agr"s that the fortioleg Ingress or promises of grants include the aece&sary right of ingress andd egress to any part Or the Property upon which soevice Company to aosetruvting at operating such AoLlittesl that the foregoing grant■ shall be for such period of time as setriC6 Company Or its successors and assigns require such r lg9hts, privileges or ossa, is in the oeastruotion, ownerehip, me ntonanco, operation OC espanaion of L•he water end sever facilities, that in the avant Developer and Service Company agree that 9arvi0a company is to iaetoll any of its water or Sewer facilities in lands within the Property lying outside the etrests and e&eement areas OOaotibeO above, %2106 Developer Or the 6waara &bill grant to Cervica Company, without cost at espenee to Service Company, the naobaaary easement or easomonts for such private property- LD4call9tiOni provided, all such .pr veto property Lnatallstiane by, Service Company shall be made in such a manner as not to interface with the then primary use Of such `private property. service Company covenants teat it will use,due diligence in ascertaining all easement I ledti*Dsl howver, should Sarvica Company install any of its tic litist outside a dedicated Rasement area, service CompaDY will act be required to nave or raIodate any facilities lying Outside a dedicated a&senent arse, 00 l0ag ee the facilities do not interfere with the than or propose* use of the are& in vhtCh the faOLlitios have bun installed, and so long as Service Compsay obtains a private Regiment for such facility location, will Oh Davelopar will glue if same is withln his reasonable '"war to do so. She use of easanwat• granted by Dnaloppaer to Service Company shall pteclude the use by other utilftiea Of these OMMeete, such as for Cable televielon, telephone, electric, or gas utllitiu, at as Otherwise agesed to by Service company. -rn the .vest Developer fella to e0tvellY deli"r Such easement, this document $hall Serve to service Company's auth0tizatiOn to -substitute thin Agraamant as a recorded easeeant suffic Lant Car tarries Compaty s essde, sarrica Company hereby agrees that all easement 'gronla will be uttlLeod in e006edsh4a with the established and generally accepted practices Of kilt water and sewer industry with rAspact to the installation of all its facilities in any of the fits& ant areas. Hoxarar, this provision Shall not he constructed90 as to require Service Company to t0$ ore those improvamants constructed, installed or planted within the utility7 waavncnt which ars not in aerordaaoo with the established and generally accepted praCticOO of the water and eeuar industry xitt respect to the use of utility easements. 11, dareem•nt td nerve Upg the Completion of constrUCtioh of the on-site and of water and sewer facilities raquirad horvundar by DOvolop6t, its inspection, the iaauar.CA of the final letter of acceptance by Service Company, and when all appropriate g0vornmental agency approval$ have bean received, and when utility systema are in compliance with Carrico COmparV a Uniform policies and procedures Manuel, and the other terms of this Agreement, Service Company covenants and agrees that it will CounaOt or ara[aee the concoction of the water distribution &nd {0x490 C�odlection facilities installed by Developer to the cant rel Lecilitiea of service Comp&AY in OCCOidanco with the lain• and Letanb or this Agreement. Such connection shall at Oil times be in accordance 20 0. R. 794 Pa 2840 I With rules, rugulations and orders of the applicable govarenrntal authorities, asrvien eoopany agrees that once it PrOvides Water and tower service to the Property and noeolopet or others have connected consumer installations to its syatara, that thereafter eagice- Company will Continuously prOVida, it its coot and eapenae, but in accordance with the athar provisions of this Agreement, including its Uniform policies and Procedure* Manual, its rule sea regulations aad rate schedule[, Water std sewer amrliC* to thireasonts of the e Propl perty in . euaasr &utk*titrmhaving jurlawith all dectiou over She aOPet ilOas governmentalr Company, i] a tim - Developer, or any owner of any parcel of the property, Or any oocupent Of any tO$idonoe, building or unit located thateon •hall not have the right to and snail not connect any untilmformalt written pplication ihiiioeeen nide ito BSrviccee Cempaay by tho prospectiwe user or• water gad/ur sewer service or sithor of them, in accordance with the than effective rules and regulations Of servlCe COnpany and approval of such oonegaaiva has been grant&&. Althougb the responsibility of connecting the consumer installation to khe mater and/or lines of Betvloo Compaay at thepalet of delivery is that Of the Developer or $At ty other the nmarvice Company, with reference to much connections, the parties Alto* to follows (a)' Application for the inmt'llation of water meters ,.... and bsokflow preventots shell be made siturdnra,ieSundays and toolidays Ce, not including (h) All oontumdr installation Connectlone must be inspected by ServiceCompany before baCkfilling ^" and aovarinq of any pito*. (c) Notice to service Company requesting an (nepeetisn Of a eanaunar i,ukallativn connection may be 0iven byy the plumber or DOvOIOper and the ._ inspection Nil l be made within twenty-four (34) hours, out including saturdaya, Sundays and holidarra, provided the Neter motor and backflow preventar have been previously installed. (d)jf Service Company fail' to Snnoct the Consumer installation connection within forty-eight (49) tours after such inspection 10 rogue area by Developer or the owner of any Darcel, Develo0ar or owner nay backfill or cover the pipes without service company's approval and service company must accept the connection as to any natter which Could have been diacovored by such inspection. (e) If the Developer does not comply with the .� foregoing inspection provisions, service Company rY e4"64 iarvi66 to a 00noaction that has sok teeninspected until Developer complies with these pr0visions, The east of constructing, operating, repairing j or melntalning Consumer installations shall to that of oevalopar or a party other than service Company. 11 O.R. 794 PQ 2841 VVJIVJI7111wIL (a) L! a kitahea, talatocLa, Restaurant or other food preyaratio{{�� or dialog facility is constructed witbin the property, the Service Company ahall bava the right to require that e --- Mass trap be constructed, installed and coo,00ted so that all waste waters from any 20.44 producing equirroaot within auoh facility, areas, sball floor aenter in iQ[9aae rtriptfor pratrsatnest beCora the wuCewatar is delivered ^" to the lines of the Service Company. rise. materials and construction of such grease trap shall be approved by service CccVgzLy. .Any water which is dirnoted to a greasb trip shall have aufficiant Cooling time so as not t0 exceed 10• y neon anterina said areas& trap. All garbage Can wash -down areas shall be designed ao as to psovida a hit-iech high curb �. around said with -down area and shall be no greeter than six inches larger the, the can an any side. All surrounding drainaea shall be 0itOCtOd awry fr0m Can Utah area. Can wash wetQr shall not be directed to any groan, trap. All gas nations, automobile service batt Or any other URN Cox which service Co,ayam/ deterndnos may cause oil or - areaaa E0 ante[ neriiee Company's measower s *shalls provide si sufticieattisiaed and designed oil/oretse trip ea approved by service Company, Where and as possible. residential laundry weatea thall be disposed Of by deans Of an intlrca,tur tack and abwrption bed us drain field. Such installations *hail De In accordance with the design stand sxde of Chapter lob -e, Merida Adeintatcative Code. sorvice Company reserves the right to periodically inspect all eil/grsgee traps god to C: the Developer, his tueCeadors, heirs pr assigns to poop out said ori/greaea Irapa Pb order to restore prayer operation of this facility. aaysloper sgresa that sewgge to be treated by service Company from Developer't property will consist of domestic wastawntat only and further agrees that it x111 not allow any abnormal strength towage to flow Ecom Developer -s property to Service Company's sewage treatment 95 01 1lty that will cause hero to the treatment protean. rn addition. Devalcner further sprees that bo wastewaters, fluids or other substances and oaterlela which Contain any hazardous inflenrmbla, toxic and/or industrial constituents, in whole or in part, regardless of trig concentrations (L,e „ strength-) or Baia banctituenta shall be discharged Lata Cervica Comp v's sanitary sewer COliaction/trangmission hyo tOo, Developer grants to Service Company the right to waopla the hgv.lopor'c aewaga, as referred to hereinabove, to verify Davglcper'a tomplianoe with this paragraph, snoala any non-don4stfo wastes, grgaae or oile, including, 17 0. R. 794 P6 2842 OVQ10014((.414 but not 1"tea to, floor was or paint, bo dellver.d to the linem. the e0afwrav will be respoo$ible for paymsnt of the cost and aapeps required in go Mating ser repairing any raMM2ga dAmoe. is. Ba r{1{�{see Developer ngr*oa• with dery Oe COmpa xatsr and sevar faoilitiee accepted by Sarvica Compnr -that All connection wlcn providing Mater and sewer services to the Pro 9arty (including fire urvLoa), Basil % 611 time renin an the molt, complete and Orclusivs ownershiesmors ant assigns, Ana any person or entity owningp of Service Company, I succany Part of the Prop.rty or any COWtdenee, buildLnB or unit Constructed or located thereon, shall not have soy right, title, olein or interest in Ano to such facilities or 477 part of them, for any purpose, incluoi02 the furnishing Of water and sawar eprviCOO to other persons Or entities located within or %) TOW the limits or the Property. DOvOloper ma}' provide, in 4 Cadrdante with rarvica c4mrsnr'■ Uniform licLas and Pracodurea Manual, for the availability of toots water services to the Property which constitute 'non-doMatias uses, such sa for irrigation purposes. ls, - Developer, All s further And aaaentiel. aonsidecatlonof tai■ Apeamenb, agrees that Developer, Or the successors and assigns of oavelopet, shall not (the words `shall not• being Heed in a j mandatory definition) engage In tho business or butinesfea of Providing potable water or lower services to the property ' On Ing the period of time Service Company, its successors and tAaigm, PreVLde water and aewr aervioea to the proporty, it beinCrog the intention of the lto phArties hereto that under the so: e rvicon comp company Lon shall�h&vo %ha aeol* .and nazeluaive Agreement, , ht privilege t0 provide water and sewer services to toe Property enc to the occupants Of each raideaCo, building or unit cots tructod thereon, aCepk for the providing by bavaloper, '• from its own eoutces end lines of water for irrigation uses. Sm. RAW . service company agree■ that the ratee to be charged to Developer and individual CQnsumerA of water Ind mower serviCas $hell be those met forth in the tariff of service Csmpany App Y6uad -by the applicable poreuumntal Agency. 90wever, notwithstanding any - provision in this me AgrBBnt, service COmpsny, its successors M eesigus, may attahlish, amend or revise, from time to p rite Sn the Eutuc and enforce rates or fate schsdulas so eatiblished and enforced and shall At 311 times be realorable And aubjeot to regulations i b7 the ■pplLaabl9eq Iovosmnontalpp a;aner, or a my be provided by property shill ateQall to times 0bar or identical to totes located dChmzgo0 for the ram* olamdL1iOetLen of service, a are or may he it od for throughout the.eervice arae of Service company. wotvlthetending any prevision In thin Agrooeront, CarviOe Company may establish, amend or revise, from time to tine, in the future, and enforce rules and regulations covering water and fever arm LO*. to the property. However, all .uoh ru3es and re ulstiens 10 established by Service Compn shall at all tival Ea reasonable and. subject to such regulation■ se hey bg provided ser law or eentrsot. Any such ititial or £uturs increased rates, rete eoheauloa and rule* sew C*vulstiune e*tablishod, emended or revised and enforced b7 Service :ampanyy from time to tine in the future, am provided by low, ahall be binding upon Dees alApar/ upon any paraan or ehhar entiby eoldinr by, Yhrough T. it D.P. 784 PG 2843 n or undo, Dvalopart and upon any wear or con9anai of the water and 19"09 services provided to the property by Carafe" Company. 17. SindlRn IIx[ .• S a ----t - ifiis Ao rads ant shall be binding upon and shall ,inane to the benefit of Developer, Service Comparrr and their respective as9lgee and auooessar■ by merger, somaalidatton, ooewraaua or otherwise, Sub�act to the terns and conditions of this Agreement ■■ con ained- herein. Developer understands and agrees that ospocity reserved harounder cannot and shall act be assigned by Developer to thitd partied without the Wtittan aonaent of Service C=91ny, except in the case of a bona fide tale o£ D9v9lapar'■ property, or other valid traeafsr or assignment or Proppegrty, incladinq, without limitation, the tranafet or ., uaignaaat of the property as a ruult of a judicial procoodimg, such as mortgage foreclosures or mala, and u9lannanr for the purposes of obtaining fieaneing, rn any much ease, the Developer shall provide a notice or avidence of such aaaig�nt. or partial tsoEq ant sit Cha case ray ", to Service Company, andService Company shall have the right to ranagotiats the toms of this Agreement With a991gnea or the tranaaareA. Zuoh appecval to solo, trawegot or ■taiga,aont she it sob be unreasonably Withheld, nothing herein shall preclude 19109 of individual units and assignment at rignte or water and sewer service Dertainina thereto. •-• ld. -IIs.= - Until further written notice by either parto the other, all notice& provided for heroin shall be in writity ng tad tranenittod by eeaaenger, by moil or by telegram, ono if to Davalapar, shall be mailed or dellveted to Developer ant saba&tian Largs Associate" Huildina 1, Unit A 1101 County load 612 debastlan, ridrlda 12951 and it to the Service Company, att 6ehistien Lakes utility Company 1101 County land 511 eenestien. Florida aieaa 19, Laws ofylnride - This Agreement dhell be governed by the laws of the Otero of rloriae and it shall be and become effective immediately upon execution by both parties hereto, eubjeCt to any approv92x which Mgt be obtained from .a, goverfmlental authority, it applicable. 20. mate end AttnrnaVe FeAe - In the event the 8aiviCe Compiny or Developer are required to enforce this AgCGa nt by Court 'proaeedtags or otherwise, by instituting Cult or otherwise, than the prevailing party 0411 be entitled to recover from the other party all costs incurred, including reamonablo attorney's ease, tnaludinq attorneys Eggs om appeal, 21. rarer xajawra - to the avant that rho performanda of this Agreement Ly Service Company IS prevented �i or intarruptad in coaaequeaca 0: any cause beyond the control of darvics Convany, lmolvdinq, but not lteited to. Acts of Cad public p ona or of the uq Cy, allocation or .1 frr, war, national Of oehar Covernmantal restrictionsUpo Upon the use or availability li of labor ar atateriale, ratiominq, Civil inaurroctlom, clot, racial or civil t! htn disorder or demonstration, strike, i enbe rqo, flood, tidal wave, fire, explosion, bomb datonation, noel nor fallout, windatorn, Jureioana, eorthquake, or other ^ Vla 1 - O.R. 704 P& 2844 VVV�VV��1� RIJ I '.I I I. I I I 54aZ 9d ABG '$'0 St u. 9g07141u00 lou ROOD 100010490 Aq UOj;0nTmvze 302 70Gmaa364 2odD1aA9q rFgg 3o uolvsTmgnv ey3 (p) }O OUgU]Sk .LSQeRDII►2Rp 'PO.fYjOp v 7\q3 PD93d9 J + ;aY 2.114 q;10 -2q Pea Tn40a •Ogg Nina. Orm A'UV 97X7 07 173rd 21g7T1 4 Nt )0 ij\901 dd0 I9nlavyH (?) *U102511 q4I03 ger )T sr 1j1n2 at )002]4 !laid \ esrm 0911 ■009x5?ea Aq UTOloq P2AnxOd3o0UT A0394 !a1 DUO oAr29U s0122ad Ggi sa 9daalo4go aD rqulbt 0AgDT3?o PA2S3047n1 Rlnp 944 lq DVIV 20 P►uBTI u9 29 ►q NAVY, u7sq P1UOj;t2w 07TC)gxa (a) ►pntouT Rote ITIRA ■xopue6 Aspat POT 38VTUTmaj 9UTIMIR9 PUA OUT 1113ntd GLIA AP=SauT St04t 0mve AKA gxm;UG2 aqq lq P127r.6 5 3 Ooyn put ; u►wDalB •344 uT p►vn aT aegttnA 311r.0u TA 047 39ARU2gM (p) evangtuDTO TIN .Sq Paul) �InP v 6U •u793Oq nmRrm2dtD Sat t3mASR9 Ia 9uAtnt;lpu0. T;Taa AT vuomppv 40111 999 un ' va0T;9av;11 eq Aufaa.2dY ■T4; ]a vuOTATAo2a U10 IOU �? Dvn19n Titus 7pew►e36Y altm 20 SMS o DTA+e ►q -. 30 suoSSq t}84tt �ARp I R; 20 vOaT;473.9 Pur :■doleneQ u9mti S7TPOt OR •duvdwoj on A303 lttna ;oq 4130/304261 047 99gngT7suo3 ;q MnOST7Ainp u9ga pus-'pvu7v;U*z uToalq 230Rm 9 0 g7TL Rpm lAv9dugo m6TA208 . Put a■doteAva usu34Dq 4093?A uT eaa;o7umq 13933129 2d raga" 229776 0"0141;Y545240A ao R4Uaw99x&v vno7elad 111 lops93o4nv ;Uvu►sa6Y OFEa (0) goa An,:imdwd A44 07 put ■slgd 7uemdOINAmp ludo 01 g37A 3mdaINA114 20 Mlax Begg got VOO4740 �7o oo V182 AN uiA32n LIIgR AU1dv100 m0TA319 put iedo19A60 ")a 24MIUVAo0 pug Pu0T79oT1go '906e1TATAd 's7g6T3 9qs (q) 944 ?0 2(2910 0RA 4744 P9p2 3PAIGw4 :UO opuI. 30 72no0 ■SR 0smo v9tuod■► ►,asdol►w� ;� 0►alj?; ' lu1QRro0 odTAlmp 'Alsdno0 90Th7A9 4131 avddtenTQ IN •7u9aDu3dy JAVA ?o •04004x9 ?o u0j;vIdwo0 Uodp (1) •mor■gtd■ a"ve pug 2040a I'Auvdueo aoTAav] o; U07401au0a Tl n-401 T3T2�eqa 9nTa2nR 1JR41 9uOp Teoxd 17R/a3111 tir Par voiRt(sozd 7 APUT 574S ;UMV36Y ATEA 30 GDuv9uo2a9d-UOU 20 401919 R.l►dOINA►p 20 ;n► Bu Ta7av as 20 movlva lq 911200e11 leu) lu\duo0 moTAI49 RDTgA 0 tUIVnIURI) Aal"dIOSUTVAS 'PRT 9;200 'i96(imip PSmi*5g;�trajlTI,gA7t 71 VN •ti7wt/tm7 7 Og Ro0a61 0d0 shop rot101UbT.; Tur7 pr" Por AY, 700 111 t 27?ad s •9au9■3o2a9d-neo 4009 age GTRITt OulwTva;l■x qzo 4111wpnT1s 72000 l9n 30 Uo140130 (uT so }9030 30 minx 30 Uo171tnsiacao0'. VOIDOP zo ample '20pa0 so 6UT1n3 ' lug io 7troo401Us DqA '}■0 T7n1o■ma aD oOvnaTpae a* 9;%;l;t ! a9 44004 xo UomrOR; 1 301;;0 ao TAT]T;;O zo peal So lousal I 7Uw0u21ao6 .nee A120q;nr p7u0d43:1no6 ao 077400 Io Io ggOj4OT27v022 2cao"O 30 �3o90t '■;ae■e:T�2Dva ao 94677 ■l nde} pas .me '16T;T1701 Is 0 JIGS 20 ■mTni 111asmU20n06 119 ao 9=1613 9tq■w: a0 q;0 x0 UOTsSTwvUJ3; 4uTdmd 20 vKOpxlvlq 2Rn ogdov J■vgv9 xe 303avvTP ao ,hrvn--, 3 nlYll�rinn�nnn offer but become affsativo only upon aaaaun/an thaleof by Servide company, (h) Notwithstanding the gallonage 'ealeulatlese ttat could be wade haieunder, relatLre to EACs by and axeeutloa hereof, novalopar agrees that the intention of this Acroaawok La to reserve a given nnmbor of Unita Of., dafaeity for the propper ht�rr described in Exhibit A and not for purpoeea of any ether calculations, (1) It Is WOW by mad betwaOn the parties hereto that all words, tuna and aanditLoao a0ntalaed herein are to be read in Concert, OaCh with the otaer, and that a provision contained war obs holding way be oOesLdoroa to be equally applicable under another for the interpretation of this Agreement. (d) The partial hereto pecognixe that prior to the time service Company,mey actually commence upon a program to carry out tha tarn- and condition■eE We Agreement, service Company may be required to obtain approval from various stetO and local govareMontai Authorities having Jurisdiction and regulatory per ovar the construction, nalntenance dna operation of garvice compan She pervica Company agrees that it , wLh diligently and earnestly, at Developer's sole cost .and expense, mate the macessery and proper wilSoe-to tMgal tabaand lpturauetheeme o the god sad htitwill use beat etfotti t0 obtain such approval. naveleper, at %in own aaat sea saponse, agrees to in necesaery, assistance to sorvica Company in obtaining the approval- provided foe herein. Upon ergoution •f thio Ag'raemeeb, ssrvLoe Odapady may require the payment of a reasonable fee to darray service Company's legal, ongineering, sccounting, administrative and contingent - expensese (k) aagardieas of where esacutod, this Agrae"at shall be construed according to the laws of the State of Florida. (1) In the event that rUlodation Of existing water dna aewar Utilities are necessary for the naval opar, Developer .will reisWUrse service Company in full for such relocations. (m) Of Lathe to insfill upon stylet eamp3lana• of any shallthe terns, COre8aia et conditions herein aha11 not be deemed a vaivat of such terms, covenant■ or conditions, nor -hall any veiver Or rdinquiffmant of an right or power hereunder at eny oma time or times be deemed a waiver or ralinguishwant of "0% right or power at any other tine c times, (a) coulee Company. shall, at all reasonable times and hours,beg@ the right of inspection of Developer'@ internal lines and facilities, This provided shall ba binding en the ■uocee-or- and a signs of the Developer. (o) Thin Agrsanont to bWLng an the successors and assigns of the parties herato, including any la m 0. R. 794 P8 2646 ?' t VVV-VV141-Iwly a municipal or governeental purchaser of ferries COnpeny. This Agreement shall survive the Sale of aeryiaO company to any patty. (p) Notwithstanding anything herein to the contrary, DGIaloper aLali par service Coepsay the LLgber of •Siher the actual, cost to Service Company Or Developer's pro rata Share of the actual cost of providing potable water eervloe to Davelopar'e property or tba charges provided for herein. (g) Thar& eha11 bo eo llrbilLk whatsoever oa sorvioa Company for failure to delver water and/or sewer WT ice to Deyalcper according to Developer'$ mads of stbodules. This Avrwaant conatitut&s a promise of good faith and not a timetable for delivery of utility services. (r) Each party hereby agrees to grant such further aStucanoug ono provide such additional doctvaents as may be raguired� e80h by the other, in order to carry out the tarns, conditions and comply With the $%pro a intention or this Agreem9at. (2) The parties hereto further acknowledge that in the want contributiona oo not become taxable income, service company will rotund t0.n6velopst all monies paid for the intone tax on clAc. (t) navaloper and $etvic0 Coepaey agree that In the event Service Conpanr revises its franchise from the City of Sehastian to includi provision of Irrigation water service, that Developer Will accept such service from Service Company in accordance with the torals of the franchise and secvico 00"May,■ uniform Policies and Pzocaduzes. rel $41T ed wr¢.asor, DOVOlOPet and earvice Cowparcr bay* or have caused this Agreament, with the darned Exhibits to be duly executed in several countsrpartz, each of untorpnrt ahall he coneiderea on orivinal oaooutsd copy Agream M. , eeRvfcc Cotemwt I Yf 'L� 68aAM. LFCorr .rP v 1 _I COHPAItY, a Floridaorda corporation 7� LQi�s. BTI �s n is Wy rter,orvl DEVF14PERI SEBASTIAN IMES ASSOCIATES, it Florida general partnership ayr as into r4191eW , of The St.. Patl Corporation, its wanagine Partnar 17 O.R. 704 PO 2947 I "TSE JOxe°an (Lf APPltcablo) STi rnr st11p_ ApY� R rALLS STATL Or rwim cOtnti4 OF , . this a ,leeE gt/i.at rta0ant vat aCknOM 1ME ae of Bob"t ea leek, t>Y Plori a cOcposat on, On behalf o0 t Coa ° ili eompaey, ry Publio - 0A.tV YIOriC■ KY Cormluioe irpirast `.. r�d� Mrb YTAtL. OF tJ?waua LV. HAM COUrn Or 11 AV 66t . thSa he LOta 0 nJ as natruaunt vas aCkriOx be ° Iva.L'. by of 'lha 6t. Paul COrperntion, a Florid corps ration, maneOinq partner Of 8•k aatian Lakas AatOoiatae, a FArtida general partna rahipI en bahtif Of /:he Cgv?t0ti0n and 'Paftnarshiy. 1111111 A+ cart' Public - %te 9 o Florida Kv C0=1isatOn lir°ireen Fnr NARTOA EF T07hnRr; Y ce•w aTASP 02 _.+Li�t�„� ) Ow"mIt s COUNTY Or 8EE h%M 1 thin !h The LOreet!!nO inatreeent waa a,keoviedgad baE°r° roo �,day of 1}1ae: i 198$,, bl'.1'lu�e�rr e 'd- 110taiy "public - state of Y F� Icy Camai °cion rrpi rae, q 1,40 2642p/de 0]/dl/aa le O.R. 794 PA 280 auaiba)a�?�x)s L All that port of the bouth"It 1/e of taction 16 Township 11 South, Range 16 root, 1pia7 South of eho poll omoro-Sobaatian Road (State Road 012). and KIND that Part of the rotth 1/2 of the Northeast 1/4 of Section 23, Township 31 routh, RSAge 38 Coat, lying South or the Pollinate- debaetien Road (State Rood 512), LESS right-of-way as recorded in Official Record Book 125, Yage ISS, of the Public -Records of raicen River county, - Florida. NITSE n DMOPERI 57, PquL coK.'a. IW.J� ANMR 'ry e.- MMIBIT •A• O.R. 794 P8 2649 III L, DGGICphr Plant Capacity Charges to induoe ganviceaCC�esr th. lollowiap Coilawing Plant eapicitias for DOYelo er'j �a to reserve the withid the aroyaety. Do•a1a P, proposed connections capacities ars only reYerved uyon undo7an'otand■ that plant DevelD r t0 service Compeer. 9a d pleas cipeciFT chaff sa to Pa+a by Developer ata those' which ace qq franchise approved by the CltT of gays set Corte Sn the CteSa cnargs saT la Changed front Ct me and. eccordina2yy aDDroval oa the eitl or •uah other Sam to time with the or subdivision o! avizQ autho Doily or opmcy, Agreement and such chortles iliall changes in authority na ca near iFhthis order of afptepriata di tact of each authority. the c■pecity 6h argots tow bap pa ant Schedule outlines the plant be rasarvad, eat at this tide r0! plant DapdCity t0 t;alarr The following an cfpvcltyfla o! water plant oapaCwtl used to determine Developers there ^ Customer Nudber of Total Cat"cory ennnactionr ear• 221-= Total Chs�rae. 221 $229.07 $96,006.00 JWf�6 1477f821 Sewsrt The follouinp formula wee used to dotaraina Devalopor'r 'U".of sewer plant capacityt Customer Number of Torr'. chatua CexBtQly Cnnnn_,t!...g LOA Parrnr Total C>LdrIIlid 17+ 41,000,0C 9171.000.00 Total Plant Capacity Charges 42671000,00 wlTur Egg DEVLLOYtRt aye i Cawn,.�nw, wn us..e. tiwrevv, QBhVICE CDd1YANYi t, Nyt—, ^ All(/��/1 h � rlANchJ c,�,ch VTntLr e.-. rwY MIBIT eb• O.R. 704 PO 2850 vn c�vv+ut 1V4V f -10—U4 1 iu:Vo 1 H M 514771x22 I awrN LCTaNdroa CH&ROad, WATN.A AD SM" sztzuol carrRssorzaa The De'"10Par agrees to PAY. in order to indua• the earvice Company to Provide .service, the following Main facclaim Cha.pu Car the .Hydraulic share or off'sits oive]otiu. Said Main Estendoa Cheraea to be pais ey Developer are those which are not forth in 8tr e C �■ —. 1•reaah100 appcovad by th0 City at Qabaatlen, and, aCCOrd poly, rheas .chargee du be Chanced from Rim to time with mho appteval of the City or such ether goverment%, body or agen0l•, Or "W"ieion Of gavereoent having e4thorltY over this Agreement, end such charges shall change in aecord•nc• with the order of appropriate directive of such authority. rTEM I PAYMExT ;iTw Ya tort Tae following formula was used to dotarelno Developer•$ -hydcoulie char• Of water nail used Custmar Mumber of Total Charge Ukoaec• Cennee ,... r ^'Otll Ti ZhASg9d ' N/A sewer; The LOSSuwing formula wan used to determine Devaloper•a m hydraulic share of sever main capacity; VA Cuataser Number or Total Chee =gr Total j caeco:y Cennvr Inn• 9n r• .vy 11 SAs1.gIIa I Total Mein Lrtenslon Chargda i E GRAND TOTAL 1T�1T rhe Developer shall install the following _ and ap4urtsnaho4a ther•te and dedicate ■ane ro aalne Cam nIl t0 ae[Ythe p AO Bend installations ase to 6e in accordance with the approvao "plan$ drawn by , being Drawing The ons ar esu tct to he dakea ., •laof the ;Miscellaneous Provisi nab section hereof* of paragraph YIatal R f a/A i O.A. 794 PG 2851 n 1&,tbarn twari U/A '� VVJI VJ 1111 •ALV WZT= rstLEvtLo'r ; I I i Est ST• ML1� c�v�4lTMJ� K r hrt/+'!t. f� SERVICE =CPAXY: O.R. 794 PO 2852 JV7 lOJ 14111$(4 t pL1iY FMICATIot L'ttgjta=. MSC0lmIl1O cKmacB, In CRAItUds TllgncriowCam= ASD LE(DSL nm Service The OaVelapar to •20442 to Pay, in order to induce Chug,�Itaco=ding Charges, de planservice, ,p the following ADDlicatioa Cbarces and Legal lass: *view Cheequ, IoapectSaA �Uu rTM( I. 1♦pII1i,Latla arena 84rvl4a Company Lmpoaaa an Application Gh arge equal to its actual coat. navelopo.r shell pay Service Cobpany the ., ,that and featlikitapinot■110d8htvAev C0°�iDY'e acceptance of Service Company for ownecahlp and open tion to b0 sadicatea to ITIIN rI Heeeraine ah...... its aeluservice Company imposes a -Recording Charge equal to Prior to Coot. Aavolopac ■green to pay aorrlca company, the actual k8ccvice raningy Chaarges ane of lines gn facilitiare thes, SaiestablLahod by the Cloak of the ciroult Count of rndian alvaso r County. 72Ef III --- its service company imposes a plt toan ltavlw Charge equal to !1f Const rvctiantual oCOet� either ea "d O ° halt of Ona percent or the -•. xator ala sewer COULIltlea ae in t liedt d, of the cubl;Oi I Developer ■cru& to a ■Ona y the Devalopor, acceptance of lines end Per from obevo oPer. yip any e avant the actual construction coat et n the, estimated conatructior. costs, navelO arthal r is leen then the ,^ Lf actual is lass tun estimated p f aha 11 elope a a refund aQDSt10A61 ilonlo6 SL actual eiotedao8 Cost cost�par a1iU1 DtY ITZH IV Inaca {en Ch its ■teen sfilI cost, ncs otany L-Paxam an te aruad one- n■paotl an 0harge equal to con„tructiaa colt, either actual e-halfor Ofep e percent of the Nater and dower facilities ea Lnatallod the subject Developer agrees to pay same pprior to by the mCompanar. accaptanca or lines and Lacilltlas from Developer. COZpanlht ^, event the actual construction cost asaaada or is less tun the astimated cohstruction costs, DevOloper shall receive a refund It actualis less than estimated teat, or Developer shall pay additional monLar 1£ actual aaaaada eatinwtid c084. ITZM V Least Review ph. _ Dove leper agraea to pay nervi -e Company the araltar of $25Dor q°t!•tactual ! na and peeperat to doter art of inn ion of this Ag zaacunC4 and Coats MMIeIT 'D' O.R. 784 PG 2853 u r�•/wlvN �G�VVV.I�GI IV4.V 1 I.IV - QV 1 IV,4I 1 4 aua•�oaia•ri��t5 I NI Uzi D-ITI OPU r By: f7. P6ul. GiN/NHlyltt�/1 At nFr /f.Wf.61G I saxvita t'C4B/IRTI er 8Y1 sspmr~ CM/J YT.GItt Exhibit H Customer List Buildina 1 c/o Sebastian Lakes Condominium Association 1101 Fellsmere Road Sebastian, Florida 32958 Building 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\HALLS\51440.3\01/18/94 m FTL\FW.LB\51440.3\01 / 18/94 Exhibit I Franchise Ordinance APPENDIX A—FRANCHISES Art VM — ARTICLE VIIL SEBASTIAN LAKES UTIIXrY COMPANY—WATER AND SEWER• ORDINANCE NO. 0-85.16 GR ORDINANCE C THE GRCITY COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, GRANTING AN EXCLUSIVE 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 SEBASTIAN, FLORIDA; SETTING FORTH CONDITIONS AND PRIVILEGES ACCOMPA- FOR SERVICE STANDARDS, NYING THE GRANT OF FRANCHISE; PROVIDING FOR RATES AND CHARGES, AND WHEREAS, the City of Sebastian finds it in the public interest to ensure that Sebastian Lakes Utility Company adequately provide high-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 -.Kath, 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 in 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 undertake the instal- lation and operation of such facilities under a franchise from Grantor, and 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. VRI, § 101 SEBASTIAN CODE Section 101. Definitions[; Title]. [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 lift stations, force mains, manholes, sewerage treatment plant and other appurtenances, upon, along, under and m over the roads, easements, ways and streets 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 pVpose of providing adequate sewerage collection and treatment services to Grantor and its successors and to then ihabitants 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- hated 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 rem -gin in full 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 [a]foresaid 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 first be approved by the same before construction is commenced. Grantor or its employees, officers CDA50 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 levied 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 saleof 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, Iease, convey, transfer or assign all of the property whiWit 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 transfer which shall indicate the name of the person or persons or legal entity to whom said land has been sold, mortgaged, leased, assigned or trans - fe=ed; 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 lessee, 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" 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, filtration and exfiltration tests. CDA -51 Art. VIII, § 109 SEBASTIAN CODE T Section 109. Rate Adjustment, It is 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 tsystems. Over the term of this agreement, it is recognized that variable costs may fluc- T 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, to reflect changes in variable costs. Such variable costs shall include energy, water, chemicals 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 anX.three (3) year term _ exceed twenty percent (209o) of existing rates, gate increases are subject to the approval of the city council after public hearing thereon. Section 110. Systems Cost Data As construction of said facilities progresses and when the construction is completed Grantee shall furnisfi the Grantor annually within thirty (30) days after the anniversary date of this grant, 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 capacity 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 shell have a right to purr of this franchise. base the facilities of Grantee at any time during the life .a Section 113. Restoration. The Grantee shall restore all streets, alleys, sidewalks, highways, easements, bridges, and other public places to their original condition after excavation or other disturbance by Grantee. CDA --52 APPENDIX A—FRANCHISES Art. VIII, § 118 In case any obstruction caused by Grantee shall remain longer 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 mainterinnee 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 finds 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 actor. dance with established engineering practices and recommendations at all times, and will, at its cosi, 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 fran- chise 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. CDA -53 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 spec reason or reasons for such nonconcurrence within ten (10) days after Grantee has submitted to Grantor such design shall be deemed a concurrence by Grantor in such design. T 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 shall 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 Making. 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 speed herein. The form shall indicate the day and hour on which the CDA --54 ) 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 126. Fire Hydrants. In consideration of the rights and privileges herein granted, Grantee shall install fire hydrants along the water mains located 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 i tax upon the charge made by Grantee to its customers for the sale of water or seweraf wastewater, Grantee shall collect the amount of such tax from its customers for use and bene' of Grantor at the time of collecting the price charged for the sale of water. All such taxes levy and collected during the preceding month shall be reported and paid over on or before CDA --55 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 (21/290) 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 in the renewal and replacement account may be amended after review by the city as necessary to maintain a suii`rcient account balance taking into account the general condition of the system. The city is granted the right to make necessary reps using said funds in the event of default on the dart of the utility iAhjaintaining proper quality standards. - Section 129. Contractual Agreement. It is 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 refuses to promptly faithfully keep, perform and abide by each and all of 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 e 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 4 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 aring and the utility found by the council. If the council enters an order pursuant to such he feels aggrieved by any such order, the utility may seek review of the couaxins action by filing a petition for writ of certiorari in the circuit court of the county. CDA --56 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) appraiseea-shall arrive at the -_ value of the utility and the salea*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 contributions -in -aid -of -construction 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 1/4 of Section 14, Township 31 South, Range 38 East, lying south of the FellsmereSebastian Road (County Road 512) and also that part of the North 1/2 of the Northeast 1/4 of Section 23, Township 31 South, Range 38 East, lying south of the Fellsmere- Sebastian Road (County Road 512), less the right-of-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 00(*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; CDA:57 Each. A SEBASTIAN CODE 1 T Thence, run S 37('143'45" 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 89('144'50" E. for a distance of 2,139.12 feet; — Thence, run N 00('129'14" 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, Township 31 South, Range 38 East; Thence, run N 00�*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 O.R Book 526, Page 20, public records of Indian River County, Florida. Said parcel of land contains 66.951 acres of land and lies wholly within Indian River County, Florida T Exhibit B SEBASTIAN LAKES UTILITIES WATER AND SEWER FRAN=SE Residential Units (Maximum charge based on maximum of up to 7,500 gallons per month). Sewer —Plant Impact Fee — $1,000.00/Residential Unit Usage Rate (fixed) _ $12,00/month (fust 3,000 gallons) Usage Rate (variable) Water — Usage Rate (fixed) — $1.40/1,000 gallons 000 to 7,500 gallons) — $9.00/month (first 3,,00 00 gallons) Usage Rate (variable) _ $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) �O�) _ — $1.40/1,000 gallons (all over 9,000 gallons) Example: Commercial customer using 120,000 gallons per month: Minimum _ Plus excess — 120,000 less 9,000 gallons = $ 50.00 111,000 gallons x _ $1.40/1,000 gallons = 155.40 Total Commercial Bill *To be paid from development company at time of sale of individual unit. $205.40 CDA:58