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HomeMy WebLinkAbout1989-16911 PURCHASE AGREEMENT THIS AGREEMENT dated this 71,; day of , 1989, by and between INDIAN RIVER COUNTY, a U political subdivision of the State of Florida, 1840 25th Street, Vero Beach, Florida 32960 ("COUNTY"), and SEA OAKS UTILITIES, INC., a Florida corporation, 301 East Las Olas Boulevard, Post Office Box 14426, Fort Lauderdale, Florida 33302 ("UTILITY"). W I T N E S S E T H: WHEREAS, the UTILITY owns and operates a subregional sewer treatment and collection system (which disposes of its treated effluent through irrigation pipes to neighboring properties) in Indian River County under a franchise given by the COUNTY; and 1 ds WHEREAS, the COUNTY desires to purchase the system in furtherance of its utility plan for Indian River County; and WHEREAS, the UTILITY desires to sell the system, less certain excluded assets; NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises and mutual covenants contained herein, the COUNTY and UTILITY agree as follows: 1. EXHIBITS TO BE PART OF THIS AGREEMENT. Attached to this Agreement are certain Exhibits which shall be considered to be an integral part of this Agreement as much as if they were written in this Agreement. This list of Exhibits is as follows: Exhibit "A" - List of specified documents to be furnished by UTILITY at least 10 days after execution of contract. Exhibit "B" - Copies of all Developer's Agreements and other miscellaneous agreements entered into by the date of this Agreement which impact COUNTY. Exhibit "C" - Schedule of Funds held by UTILITY for renewal and replacement fund. Exhibit "D" - Legal description of real property to be sold to COUNTY and legal description of any easements which are being transferred to COUNTY. p v-�lrr�l�i-t-�"i�'�=a�,��---e•E—mansardi-"T�b'£ ' 2. DEFINITIONS. The following words shall have the meanings ascribed to them as follows: EX LUDED ASSETS - Cash or bank accounts of UTILITY which are UTILITY's sole property.and which are not subject to refund to customers (including Developers or others) or which have no application to specific purposes or uses of the system. G.P.D. - Gallons per day. SERVICE TERRITORY - The territory authorized to be served by the franchise between COUNTY and UTILITY. SUBREGIONAL PLANT - A treatment plant designated to provide service to a general area of the County as defined in the Utility Element of the Comprehensive Plan. SYSTF�. - For convenience, the term "system" shall be used to designate the assets, business properties and rights which UTILITY owns or in which it has a legal interest, but not including the "excluded assets," which are being purchased by COUNTY and which include the following: (1) The real estate owned or leased by UTILITY described in Exhibit "D" and all buildings and improvements owned by UTILITY located thereon. UTILITY shall transfer or cause to be transferred fee simple title to all of said real property, including that which is now leased, subject to an easement for effluent disposal purposes. (2) All easements, licenses and rights of way and consents owned by UTILITY for the construction, operation and maintenance of the system, including the easements specifically set forth in Exhibit "D". (3) All sewage treatment plants, sewage collection lines and facilities, effluent disposal facilities of every kind and description whatsoever, including collection mains, transmission mains, effluent distribution pipes, lift stations or facilities, valy( , service connections, and all other physical facilities and property installations in use in connection with the system operated by the UTILITY under the name of SEA OAKS UTILITIES, INC. (4) All UTILITY franchises of every character whatsoever and all certificates, immunities, privileges, permits, licenses, license rights, easements, consents, grants, ordinances, leaseholds, right of way, and all rights to construct, maintain and operate plants and systems for the collection of sewage and for the distribution and transmission of treated effluent as irrigation water and every right of every character whatever in connection therewith; all agreements for the supply of sewer service to UTILITY or others; and all renewals, extensions, additions or modifications of any of the foregoing; and all rights granted to UTILITY under the franchise described in Exhibit "A". (5) The items of inventory described in Exhibit "A". (G) Copies of all past and current customer records, books, prints, plans, engineering reports, surveys, specifications, shop drawings, equipment manuals and other information required by COUNTY which are in possession of UTILITY and its agents on the closing date pertaining to the operation of the system. (7) A set of record drawings, including as -built drawings, if available, showing all facilities of the utility system, including structural, mechanical and electrical details. Such drawings shall also include any original tracing, sepias or other reproducible material where same is in possession of UTILITY. (8) All rights and obligations of UTILITY under the Developer's Agreements described in Exhibit "B". With respect to the Developer's Agreements, the parties recognize that these Agreements provide for the payment by Developers to UTILITY of sums of money described in such Developer's Agreements as "Guaranteed Revenues" and/or "Connection Charges." Fa 3. DESCRIPTIQN OF SEWAGE TREATMENT PLANT. The utility system consists of sewage treatment facilities to collect, treat and dispose of. 210,000 G.P.D. throughout the utility system, as specifically set forth in Exhibit "A", Item V. The sewage treatment plant is presently engineered to treat 500,000 G.P.D.; however, operation capacity is limited to 210,000 G.P.D. COUNTY agrees to expand the sewage treament and disposal capacity of the sewer system in such amounts and at such times to insure that capacity will be available to developers when needed pursuant to the Agreements set forth in Exhibit "B" hereto. 4. AGREEMENT OF PURL SE CLOSING DATE. The COUNTY shall purchase from the UTILITY, and the UTILITY shall sell to the COUNTY, the system, less the excluded assets, pursuant to the terms of this Agreement, with a closing to be held not later than September 30, 1989. If closing does not take place by this date through no fault of UTILITY, UTILITY has the option of declaring the contract terminated. 5. PURCHASE PRICE. The purchase price shall be $1,596,831.40, to be paid in CASH AT CLOSING, ready funds. The obligation of the COUNTY to proceed with closing is subject to the ability of COUNTY to finance and pay the purchase price and costs of the closing and of the costs of such financing. The COUNTY will use due diligence and best efforts to finance the purchase. The COUNTY intends to use certain revenues of the system, including a surcharge in excess of the present COUNTY sewer rate, on all customers of the system located within the boundaries of the present franchise area as a source of funds to finance the purchase of the system. The COUNTY acknowledges that the present plant capacity charge for the system equals $1400.00 per ERC. UTILITY acknowledges that whether or not a customer has paid the plant capacity charge to UTILITY shall not affect the customers obligation to pay additional COUNTY impact fee(s). The surcharge will not exceed $13 per base facility charge per month. CONDITION OF SYSTEM AT CLOSING. CONSTRUCTION IN PROGRESS. The condition of the system purchased by the COUNTY at the closing date will be good, reasonable wear and tear excepted. The COUNTY shall have fifteen (15) days after the execution of this Agreement to inspect the same, and within five (5) days thereafter, shall advise UTILITY in writing of any claimed deficiencies, setting forth what COUNTY believes to be the cost of correcting each claimed deficiency. UTILITY shall have ten (10) days after receiving the written advice of the claimed deficienices to either (a) perform the work required to correct the claimed deficiency, (b) allow COUNTY a credit against the amount to be paid to UTILITY at closing on the purchase price, (c) contest if and to what extent said deficiency exists and/or COUNTY's estimate to correct same, in which situation, the contest shall be resolved by engineers for COUNTY and UTILITY, or (d) have the option of declaring the contract terminated, if the cost of correcting exceeds $80,000.00. If said two engineers cannot resolve the dispute, they shall select a third engineer, and the matter will be resolved by a majority of the three engineers. The decision of the engineers shall, in every instance, be based upon and be within the context of the representations of the UTILITY contained in the first sentence of this paragraph. COUNTY shall satisfy itself as to the condition of all assets to be acquired in lieu of any warranties by the UTILITY, except that any warranties from manufacturers which are still applicable shall be transferred to the COUNTY. The COUNTY shall otherwise assume the condition of the purchased assets in an as -is, where -is condition. I COUNTY agrees to install a mansard roof facade on the 111 building at the sewage treatment plant, at the expense of UTILITY, as specified in Exhibit "E" to this Agreement, prior II to or upon completing the plant expansion referred to in Paragraph 3 above. COUNTY further agrees that the existing 'I temporary sewage treatment plant located on UTILITY's premises shall be fully removed therefrom within ninety (90) clays after II closing. 7. DEVELOPERS' AGREEMENTS REFUNDABLE ADVANCES !Ie AND MISCELLANEOUS AGREEMENTS. The COUNTY shall at closing assume in writing all the obligations of UTILITY relating to the Agreements shown on Exhibit "B", including the Agreement for the use of storage tanks for treated effluent which irrigates neighboring lands, maintenance of irrigation pumps, etc., but excluding obligations for refundable advances, if any. Additional Agreements may be added to Exhibit "B" after the date of execution of this Agreement and before closing only with the written consent of the COUNTY, which consent will not be unreasonably withheld for Agreements relating to developments within the present franchise area. Only those Agreements which are listed on Exhibit "B" shall be honored by the COUNTY, COUNTY accepting no responsibility for repayment of refundable advances. 8. TITLE INSURANCE' PERMITTED ENCUMBRANCES. A. Title Policy. Within twenty (20) days after the execution and delivery of this Agreement, UTILITY will cause to be issued and delivered to COUNTY and addressed to it current title insurance commitments issued by a title insurance company acceptable to COUNTY, covering the real estate included in the system (Exhibit "D"), which commitment shall be in amounts equal to the amounts of the 1988 Indian River County Tax Assessments against each parcel. The cost of the title insurance commitments shall be borne by UTILITY. The cost of title insurance issued pursuant to the commitment shall also be borne by UTILITY. If the transaction is not closed due to the fault of the COUNTY, then COUNTY shall reimburse UTILITY for the cost of the title commitment. The title insurance commitments shall commit the insurer to issue owner's title insurance policies to COUNTY covering the real estate included in the system (substantially in accordance with ALTA Standard Owner's Form) upon the recording of deeds to the property, said commitments reflecting UTILITY's title to the real estate to be marketable and insurable, except for the permitted encumbrances (as hereinafter defined), the standard printed exceptions usually contained in an owner's title insurance policy, and the standard exclusions from coverage (excepting, however, from such standard exclusions, mechanics' liens and any data or facts that an accurate survey of the property may disclose). The permitted encumbrances shall not be deemed or construed to render UTILITY's title to the real estate unmarketable, and COUNTY shall not have the right to refuse to close by reason hereof. COUNTY shall notify UTILITY in writing no later than five (5) days after receipt of said title insurance commitments, of any alleged defect in UTILITY's title to the real estate (other than those excepted herein and the permitted encumbrances), such written notice to include all exceptions, encumbrances, liens, easements, covenants, restrictions or other defects in UTILITY's title to the real estate (other than the Permitted Encumbrances) which, in the opinion of COUNTY's counsel, render or may render UTILITY's title to the .real estate unmarketable and uninsurable. Any objections to title to the extent not shown on the notice furnished by COUNTY in accordance with the provision of this paragraph shall be deemed to have been waived by COUNTY for all purposes hereof, and COUNTY shall not be entitled to any damages or other remedies. UTILITY shall be entitled to thirty (30) days time to eliminate any of the objections to title as set forth in COUNTY's notice that UTILITY chooses to eliminate. UTILITY is not, however, under any obligation to bring any action or proceeding in order to make title to the real estate marketable. In the event UTILITY shall be unable to deliver title as herein required, then COUNTY shall have only tha rights to accept whatever title UTILITY is able to convey without any abatement of the purchase price, or to reject title. COUNTY shall not be entitled to any other right or remedies. If COUNTY shall reasonably reject title, neither party shall have any further liability whatsoever hereunder, and in this event, UTILITY shall pay all costs of the title insurance commitments. COUNTY shall not object to title by reason of the existence of any mortgage, lien, encumbrance, covenants, restriction, or other matter, provided (a) the same may be satisfied with the payment of money, and UTILITY, at its option, elects to do so by paying same at or prior to closing; or (b) any mechanic's lien or other encumbrance which can be released of record, bonded or transferred of record to substitute security so as to relieve the real estate from the burden thereof; or (c) the title insurance company issuing the title insurance commitments referred to above is willing to affirmatively insure -over against such matter and is willing to insure against the enforcement thereof against the real estate. B. Permitted Encumbranceg. As used above, "Permitted Encumbrances" shall mean and include the following: (1) All present and future building restrictions, zoning regulations and all present and future laws, ordinances, resolutions, regulations and orders of governmental authority having jurisdiction over the real estate and the use thereof. (2) The lien of all property taxes for the calendar year in which the closing takes place, and thereafter. Property taxes shall be prorated at closing. (3) Easements, restrictions, reservations, rights of way, conditions and limitations of record, if any, which are not coupled with any reverter or forfeiture provisions, including (without limitation) any drainage, canal, mineral, road or other reservations of record in favor of the State of Florida, or any of its agencies or governmental or quasi -governmental entities, or as may be set forth in any "Murphy Deeds," none of which, however, shall impair or restrict the use of the system or render title uninsurable or unmarketable. (4) Such other matters as are permitted under the terms of this Agreement. 9. SURVIVAL OF WARRANTIES. All warranties, covenants, agreements and representations made in this Agreement by either party shall survive the closing. 10. FURTHER DOCUMENTS. Each party will, at any time and from time to time after the closing date, upon reasonable request of the other party, execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, powers of attorney and assurances as may be required for: A. better confirming to COUNTY the title or possession of any or all of the purchased assets, B. implementing and performing any of the obligations, covenants and agreements of the parties herein. 11. ASSIGNABILITY. This Agreement and the rights, as well as the liabilities, of UTILITY hereunder now existing or surviving the closing, are assignable by UTILITY, and the term "UTILITY" is deemed to include the successors and assigns of UTILITY. The rights of COUNTY hereunder cannot be assigned. 12. NOTICES. Any notice or other document to be given hereunder by any party to the other shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid. If to UTILITY, such notice shall be addressed to UTILITY at: SEA OAKS UTILITIES, INC. 301 East Las Olas Boulevard Fort Lauderdale, Florida 33301 and MR. STEVE PATE 301 East Las O1as Boulevard Fort Lauderdale, Florida 33301 with a copy to: NASON, GILDAN, YEAGER & GERSON, P.A. 1645 Palm Beach Lakes Boulevard Suite 1200 West Palm Beach, Florida 33402 Attention: Herbert L. Gildan, Esquire If to COUNTY, such notice shall be addressed to COUNTY at: INDIAN RIVER COUNTY 1840 25th Street Vero Beach, Florida 32960 Attention: Charles P. Vi.tunac, County Attorney with a copy to: MR. TERRANCE G. PINTO, Director Utility Services Department Indian River County 3.840 25th Street Vero Beach, Florida 32960 and the term "UTILITY" as used above is deemed to include the successors and assigns of UTILITY. 13. 'SALARIES. All salaries of employees to the closing date and all obligations of UTILITY to said employees as of the closing date for accrued vacation pay or severance or for sick term benefits 6 pay shall be paid by UTILITY. The COUNTY assumes no obligation to employ any of UTILITY's employees. 14. MODIFICATIONS T_E IN WRITING. This Agreement may be varied, modified or altered only by a written instrument signed by both parties.. 15. MERGE . All representations and warranties heretofore made by either party to the other are merged into this Agreement. 16. ERANCHIAE ERPIRES. At closing, the franchise from COUNTY to UTILITY shall expire and be of no further force and effect. 17. HEADINGS. The headings used are for convenience only, and the parties herein agree that they shall be disregarded in the construction of this Agreement. 18. PERFORMANCE REMEDIES. The parties acknowledge that either shall have against the other any and all remedies available at law or in equity to enforce the rights and obligations of either party arising out of the provisions of this Agreement, or for breach of any of said obligations, without limitation thereof. Each party acknowledges and grants to the other the right to seek specific performance to compel either party to act or perform in accordance with the requirements of this Agreement. 19. JOINT RELEASES. The shareholder of 100 percent of the issued and outstanding stock of UTILITY is: SEA OAKS COMMUNITIES, INC. COUNTY agrees to release shareholder and UTILITY at closing from any and all obligations to COUNTY regarding sewer service within UTILITY's franchise area whatsoever, other than as contained in the UTILITY's Developers' Agreements concerning this shareholder. This shareholder and UTILITY agree to release COUNTY at closing from all obligations to them concerning sewer service within the SEA OAKS UTILITIES, INC. franchise area, other than the obligation to provide sewage collection, treatment and disposal service, as well as irrigation water, as set forth in the UTILITY's Developers' Agreements concerning this shareholder as required by law. 20. CONDITIONS PRECEDENT TO CLOSING,. The obligations of each party to close the transaction contemplated by this Agreement are subject to the conditions that, at or before the closing date: A. Neither party shall be prohibited by decree or law from consummating the transaction. B. There shall not be pending or threatened on the closing date any action or proceeding which would prevent the operation of the sewer system, make ineffective the acquisition of the system or hinder the ability of COUNTY to 7 close the transaction or pay the purchase price or any part thereof at or after the closing. C. The Board of Directors and stockholder of UTILITY shall have ratified and approved the execution of this Agreement, and authorized the sale of the system and certified copies of the resolutions evidencing such ratifications and approval shall have been delivered to COUNTY. D. The Board of County Commissioners of Indian River County, Florida, shall have taken all actions and proceedings, and adopted all resolutions or ordinances, necessary to authorize the purchase of the system and the execution of this Agreement. E. COUNTY assumes in writing the obligations of UTILITY contained in all Developers' Agreements described in Exhibit "B", except for refundable advance agreements, if any. F. Both parties shall each have performed all the undertakings required to be performed by them under the terms hereof prior to or at closing. G. All warranties and representations herein of both parties shall be true as of the closing date. 21. AT CLOSING. A. All documentary stamps, if required, on the deed of conveyance of real estate included in the system shall be paid by UTILITY. Recording costs shall be paid by COUNTY. B. Taxes on the system shall be prorated as of the closing date based on the 1988 taxes at maximum discount. C. All deposits on customers' accounts in existence on the closing date will be paid over by UTILITY to COUNTY, in cash or acceptable check. D. Accounts receivable due UTILITY for unpaid sewer and irrigation service as of the date of closing shall b,:long to UTILITY. UTILITY shall furnish to COUNTY at closing a listing of its accounts receivable, by customer and individual amount. No receivables owed to UTILITY on account of sewer and irrigation service more than sixty (60) days in arrears shall be included on such list. At closing, COUNTY shall pay to UTILITY a sum equal to the aggregate total of such receivables, and COUNTY will acquire such receivables to be collected in the ordinary course of business. E. The parties recognize that the closing may be established during a normal billing cycle of UTILITY. Gross revenues from sewer and irrigation service shall be estimated based upon the preceding month's billings and a proration of such revenues shall be made, with COUNTY making payment to UTILITY for the number of days elapsed in the then current monthly billing cycle based upon said estimate of the then current billing cycle receivables. 22. HOLD HARMLESS. Any provisions of this contract or attachments to the contrary notwithstanding, COUNTY assumes no responsibility for any refundable advances, if any, and UTILITY shall hold COUNTY harmless from and shall indemnify COUNTY against any claims relating to refundable advances. IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed the day and year set forth next to their names. Date BOARD OF COUNTY COMMISSIONERS: INDIAN RIVER COUNORIDA BY L • L, Wit ess Gary hie fir, Cha�irmat�}, a 1 it S Attest Date 7 Witness Witness STATE OF FLORIDA COUNTY OF INDIAN RIVER SEA OAKS UTILITIES,.INC4: Its 11resid,6nt Indus River Ca AoOr Cved Dale Admin, Legalr��, �1 n 6uegel Dept Risk rVIgr. I HEREBY CERTIFY that on this day before me, an officer duly authorized to take acknowledgments, personally appeared GARY C. WHEELER and JEFFREY K. BARTON, to me known to be the Chairman and Clerk, respectively, of the INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS, who executed the foregoing instrument on behalf of said Board and they acknowledged before me that they executed the same. WITNESS my hand and official se the County and State last aforesaid this day of e'9�w ""' •. Alotary ublic - . S a d 1 r�da's o + a v My Commission Expire~ r�.;�• : n ^•� NOTARY PUBLIC STAT',.OPFD..�••. `i: `' HY CONNISSIOM ERP. ,POLY (��AIk •^': yL. ��"� '_ STATE OF FLORIDA BONDED TRRU_RFNERAL 1N5:'UQD., , g.. r J COUNTY OF INDIAN RIVER I HEREBY CERTIFY that on this day before me','1'an officer duly authorized to take acknowledgments, personally appeared , to me known to be the individual who executed the foregoing instrument and he acknowledged before me that he executed the same on behalf of SEA OAKS UTILITIES, INC. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1989. Notary Public - State of Florida My Commission Expires: Attachments: Exhibits "A", •'B", "C" "D" and "E". 4078P/de 09/26/89 rXHIBIT 'A" (1) Copies of UTILITY's franchise issued b1 the COUNTY and presently in effect relating to the operation of the UTILITY system. (2) Copy of the Tariff and Uniform Extension Policy of UTILITY. (3) Schedule of rates, fees and charges in effect at the time of this Agreement. (4) Copies of UTILITY's "Annual Report" for the last two (2) years as filed with the COUNTY. (5) Map of the area authorized by the franchise to be served by UTILITY. (6) Plans and Specifications, including profiles, showing the sewage treatment plants of the utility system as now constructed (as -built), together with a map showing the sewage collection lines and irrigation water distribution lines and appurtenances as now constructed (as -built), and all other facilities constituting the sewer system (within thirty (30) days after contract execution). (7) Plans, specifications and profiles of certain sewage collection lines and irrigation water distribution under construction as of the date of the Agreement, if any. This Exhibit will be amended at closing to add such facilities the construction of which has commenced after the date of this Agreement. (8) Copies of permits, applications or other documents, together with effective dates and expiration dates (if any), demonstrating approval of the facilities of the utility system by all applicable governmental authorities, including Florida Department of Environmental Regulation or its regulatory predecessor, Indian River County Health Department and COUNTY. '9) Inventory of all equipment, vehicles, tools, parts, laboratory equipment, office equipment, unset or reserved meters, and other personal property located on or in connection with the property being acquired by COUNTY pursuant to this Agreement and that UTILITY uses in normal operation of the utility system, together with a schedule showing the nature of the ownership or use rights thereof of UTILITY. With respect to this personal property, UTILITY represents that same will not be depleted prior to the closing, except in the normal and ordinary course of the operations of the systems by the UTILITY. (10) A description of all private easements and right of way owned or legally used by UTILITY for the construction, operation and maintenance of the utility system, all of which are transferrable to COUNTY. In this regard, maps showing the location of such easements, with true copies of the Easement Agreement containing the legal descriptions of the lands covered by the easements, will suffice. Easements located or shown in recorded plats and rights to locate lines in dedicated public rights of way need not be included in this Exhibit. (11) A schedule of all customers' advances held by UTILITY for construction, including the amounts thereof, the parties who made the advances, the status of the construction work, and the purposes for which the customer advances R.� '1 P i i _ _._, n EXHIBIT "A" (1) Copies of UTILITY's franchise issued b1 the COUNTY and presently in effect relating to the operation of the UTILITY system. (2) Copy of the Tariff and Uniform Extension Policy of UTILITY. (3) Schedule of rates, fees and charges in effect at the time of this Agreement. (A) Copies of UTILITY's "Annual Report" for the last two (2) years as filed with the COUNTY. (5) Map of the area authorized by the franchise to be served by UTILITY. (6) Plans and Specifications, including profiles, showing the sewage treatment plants of the utility system as now constructed (as -built), together with a map showing the sewage collection lines and irrigation water distribution lines and appurtenances as now constructed (as -built), and all other facilities constituting the sewer system (within thirty (30) days after contract execution). (7) Plans, specifications and profiles of certain sewage collection lines and irrigation water distribution under construction as of the date of the Agreement, if any. This Exhibit will be amended at closing to add such facilities the construction of which has commenced after the date of this Agreement. (8) Copies of permits, applications or other documents, together with effective dates and expiration dates (i£ any), demonstrating approval of the facilities of the utility system by all applicable governmental authorities, including Florida Department of Environmental Regulation or its regulatory predecessor, Indian River County Health Department and COUNTY. 9) Inventory of all equipment, vehicles, tools, parts, laboratory equipment, office equipment, unset or reserved meters, and other personal property located on or in connection with the property being acquired by COUNTY pursuant to this Agreement and that UTILITY uses in normal operation of the utility system, together with a schedule showing the nature of the ownership or use rights thereof of UTILI'T'Y. With respect to this personal property, UTILITY represents that same will not be depleted prior to the closing, except in the normal and ordinary course of the operations of the systems by the UTILITY. (10) A description of all private easements and right of way owned or legally used by UTILITY for the construction, operation and maintenance of the utility system, all of which are transferrable to COUNTY. In this regard, maps showing the location of such easements, with true copies of the Easement Agreement containing the legal descriptions of the lands covered by the easements, will suffice. Easements located or shown in recorded plats and rights to locate lines in dedicated public rights of way need not be included in this Exhibit. (11) A schedule of all customers' advances held by UTILITY for construction, including the amounts thereof, the parties who made the advances, the status of the construction work, and the purposes for which the customer advances [EXHIBI 1 "A" were made, which schedule shall be updated to the date of closing. With respect to the customers' advances listed on this schedule, UTILITY represents that there exist no repayment obligations, except as described in said schedule. CV r a (12) A list of customer deposits by name and account number, setting forth the amount of each individual deposit and the aggregate total thereof. This item shall be furnished by UTILITY at least ten (10) days before closing and will be updated to date of closing. (13) A schedule of all existing warranties by third parties respecting completed or in -progress construction work which are assignable to COUNTY. with reference to the above Exhibits, if any of such Exhibits are already prepared and available, they will be delivered to COUNTY concurrently with the execution of this Agreement. Other Exhibits will be furnished within the thirty (30) day period mentioned above. With respect to plans and maps, reproducibles will be furnished if available, and, if not, copies of same will be acceptable by COUNTY. SEA OAKS RENEWAL AND REPLACEMENT ACCOUNT --------------------------------------------- 11-18-83 INIT FUND $2,000.00 11-04-86/$1222.18 CK#1300 $1,222.18 10-6-86 INT - MAY -SEP 86 $315.20 2-19-87 PAYM 1-1/3-31-87 CK 1352 $287.13 7-28-87 PAYM 4-1/6-30-87 CK 1433 $272.75 7-23-87 INT - OCT 86 -JUN 87 $135.48 10-8-87 INT JUL-SEP 87 $50.37 1-29-88 PAYM 7-1/12-31-87 CK 1510 $646.65 1-29-88 TNT OCT -DEC 87 $53.98 5-25-88 PAYM 1-1/3-31-88 CK 1544 $365.54 7-29-88 PAYM 4-1/6-30-88 CK 1573 $401.02 10-18-88 PAYM 7-1/9-30-88 CK 1601 $407.34 4-21-88 INT - JAN -MAR 88 $58.37 10-6-88 INT - APR -SEP 88 $111.42 2-13-89 INT - OCT -DEC 88 $78.74 5-16-89 INT - JAN -MAR 89 $78.01 7-28-89 INT - APR -JUN 89 $78.88 ---------_.----------------------------------- TOTAL FEES $6,563.06 0 C T i f ����T T[�D�VELUPER _ISG$ Et�:P'T ThAmendment to Developer Agreement made and entered i this bth day of September , 1989, by and between GORDON IIS S. NUTT, hereinafter referred to as "Developer", and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "County". Ili WHEREAS, Developer and NORTH BEACH WATER COMPANY, �i hereinafter referred to as "North Beach'-, entered into that certain Developer. Agreement dated Februarr_20, 198_L; and WHEREAS, North Beach assigned its interest in the Developer Agreement to the) County by an Assignment dated Ammi&=26 11-:1-ky 193.; and \ WHEREAS, Developer and County wish to amend the terms and conditions of. said Developer Agreement; NOW, THEREFORE, in consideration of the mutual undertakings and agreements herein contained and other good and valuable consideration the receipt of which is acknowledged, the parties agree as follows: 1. Exhibit A to the Developer Agreement is amended by adding thereto the following property descriptions: All that part of Government Lot 3 lying East of the centerline of Jungle Trail, Section 26, Township 31 South, Range 39 East, said land, lying and being in Indian River Couney, Florida, less and except the North 40 feet of said Government Lot 3, less and except the rigInt-of-way of State Road S-510 and Jungle Trail; together with From the Southeast corner of Government Lot 7, Section 26, Township 31 South, Range 39 East, run North 00 degrees 28 minutes 45 seconds West 84.56 feet to a point on the East right-of-way of State Road AlA for the point of beginning, thence run North 31 dygrees 08 minutes 17 seconds West along said East right-of-way line of State Road AlA a distance of 1449.14 feet to a point of intersection with the North line of the aforesaid Government Lot 7, run South 89 degrees 59 minutes 36 seconds East, along said North line of Government Lot 7 a distance of 664.50 feet, more or less, to the mean high water line of the Atlantic Ocean, run South 32 degrees 37 minutes 40 seconds East along said mean high water mark a distance of 140.04 feet, more or less, to the East line of the aforesaid Government Lot 7, then run South 00 degrees 28 minutes 45 seconds East a distance of 1122.35 feet, more or less, to the point of beginning, being all that part of said Government Lot 7 lying East of East right -of --way of State Road AlA. 2. Except as amended hereby, the terms and conditions of the Developer Agreement remain in full force and effect. Go—r on 7. NiXt INDIAN RIVER COUNTY 4 By: 4079P/de 09/19/89 11- [• [4@ F GEORGE COLLINS. IR' CAL VINE BROWN WILLIAM W CALDWELL. 13RADLEV W ROSSWAV BRUCE D 13ARKETT 'BOARD CERTIFIFD REAL ESTATE LAW VE.R f:01lins, Brown "Nig Caldwell CHARTERED ATTORNEYS AT LAW 744 BEACHLAND BOULEVARD VERO BEACH, FLORIDA 32963 October 20, 1989 Charles Vitunac, Esquire County Attorney Indian River County Administration Building 1840 25th Street Vero Beach, Florida 32960 PLEASE. RL.PL V fO POST OFFICE BOX 3686 VERO RE ACR FLORIDA 3?9(A 407731 4343 FAX 0 407 234 5213 Res North Beach Water Company/Gordon Nutt Developer Agreement Dear Charlie: Attached is a copy of the Amendment to the above by Gordon Nutt. This should complete your file on the closing that we had with Sea Oaks Utilities, Inc. Bill Stewart, the attorney for Gordon Nutt, has requested if I�q there is an Assignment and Assumption Agreement executed by the lQ� County at the time it purchased North Beach Water Company, he ,,,,there like a copy of that document. I do not have it in my files ;i and I have asked Phil Gildan to search his as well. If you could locate it please send a copy to Bill Stewart. Thanks for your help. Very truly yours, 41 3�Q WILLIAM W. CALDWELL For the Firm WWC:dlm cc: William Stewart, Esquire Stephen Pate Ay SEA OAKS RENEWAL AND REPLACEMENT --------------------------------------------- ACCOUNT 11-18-83 INIT FUND $2,000.00 11-04-86/$1222.18 CK#1300 $1,222.18 10-6-86 INT - MAY -SEP 86 $315.20 2-19-87 PAYM 1-1/3-31-87 CK 1352 $287.13 7-28-87 PAYM 4-1/6-30-87 CK 1433 $272.75 7-23-87 INT - OCT 86 --JUN 87 $135.48 10-8-87 INT JUL-SEP 87 $50.37 1-29-88 PAYM 7-1/12-31-87 CK 1510 $646.65 1-29-88 INT OCT -DEC 87 $53.98 5-25-88 PAYM 1-1/3-31-88 Cit 1.544 $365.54 7-29-88 PAYM 4-1/6-30-88 CK 1573 $401.02 10-18-88 PAYM 7-1/9-30-88 CK 1601 $407.34 4-21-88 INT - JAN -MAR 88 $53.37 10-6-88 INT - APR -SEP 88 $111.42 2-13-89 INT - OCT -DEC 88 $78.74 5-16-89 INT - JAN -MAR 89 $78.01 7-28-89 INT - APR -JUN 89 $78.88 --------------------------------------------- TOTAL FEES $6,563.06 40 o p W � } J W Q LO � M� aV-ZO�um'7 UO O Z UQ LL =W J OW W2QOOWF=-OW W Lo, V)0 F-� fn CWyOQUJ W Z Z W O2 Z )n 3 rn Zj� IFiZ.I _���QpQOwo'-0 It�a1 0 Z w w Q W ct- S n o w w Ld0 04 Ly >OWC) UJ ~SMO d P Z 0pF=-�puj00ZO0000� }W F- J On N QV.._O)WwO000 WZ W w W O Z M t Z m U F Z W O NCO Z I W W Z mw J co O Z Q O O Z Ln O N M CL LLJ > �� W ZZ F-0 zWCjCW FCQNO�F= - W UU Q O J I � o OU 2OZ � J C) N Z O E! 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NZ UQK U O = Z W zap z vi °° 2k o wzra- a rn a vi 4h Inm y yaSA ��z a a u.. >xLu r a1Q O W Q V1 S Z W QJ O,2 Y• k'��+ V r0 OO J W w rya Ln Z� �I;z o =� V = >'' macaw " �z 1:1414 :r v) a �w m¢ a� ve a� o xm LAN h O 000 I E� ,00.ot —I I� rl d i I� C) Z rT� O 0} w w I, Z H Q= U (z m m w�w3r (n rn �l y �w UfY W 0Q W =0a¢Q�ZQ 00 F-'wo=30CY02LJ o -T- 0p a�a It _e r - — U I I. 2 p a' J Z O W Q a p U l Nw zz_wrw z0 5 ow- LL_WT Z O OU ZUmww e 2 WWp�WrLLjWa) N > M=OZN�Q'Z r r O J w "DO Z I '� O> O r > of W o 0?Z�OQSM0C', �5 eI I Z F-�y crime Nz Zr-bona wOW¢wcnwaLL n ii Q 0E- L: OLJ-J Orw Or>ULL. Z U < b I `N I % % 20 ? NZ D:OUrZ=QZOF z—uj KZaWC h O 000 MUM • C " �ccv I v aiz o N v !~ c C L- 0 I m Ecq 6 in In rl cn rT� O m MUM • C " �ccv I v aiz o N v !~ c C L- 0 I m Ecq 6 in In COMPOSITE EXHIBIT "B" INDEX ® B.1 Developer Agreement between Sea Oaks Development Company and Sea Oaks Utilities, Inc., dated December 30, 1986. • B.2 Developer Agreement between Gordon S. Nutt and Sea Oaks Utilities, Inc., dated February 20, 1987. B.3 Amendment to Developer Agreement between Gordon S. Nutt and Sea Oaks Utilities, Inc., dated September , • ® 1989. B.4 Certificate of Indian River County acknowledging and approving two February 20, 1987, letter agreements between: (1) Gordon S. Nutt and North Beach Water Company and (2) Gordon S. Nutt and Sea Oaks Utilities, Inc. B.5 Service Agreement between Coralstone Utility Company and Sea Oaks Utilities, Inc., dated April 13, 1987. B.6 April 13, 1987 letter agreement between Corslstone Utility Company from Sea Oaks Utilities, Inc. B.7 Irrigation Agreement between Indian River County and Sea Oaks Property Owners Association, Inc., dated September _, 1989. APPROVED AND ACCEPTED INDIAN RIVER COUNTY BY: (� DATE : "" I 1 �_l EXI1, I f �D I- ; i 0 Sea Oaks and Cordon Nutt Property WE OF PROJDZT DEVELOPER AGRE94W TKCS AGRE94ENT made and entered into this 30t1i day of December Sea Oaks , 1986, �y and between Development Co, hereinafter referred to as "Developer and SFA 0"S UPILITIES, INC., a Florida corporation, hereinafter referred to as "Service Caq-�any% WHEREAS, Developer c ms or controls lands located in Indian River County, Florida, and described in Exhibit "A" attached hereto and made a part hereof, as if fully set out in this paragraph and hereinafter referred to as "Property", and Developer intends to develop the Property by erecting thereon, i, dividually metered residential units, general service units, or combination of these; and MIERMS, Developer desires that the Service OMWny provide central waste water collection system and irrigation capacity for Developer's property herein described; and WHERMS, the Service ®ampany is willing to provide, in accordance with the provisions of this Agreement and Service Company's Uniform Service Policy, central collection system and irrigation capacity to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive adequate service from Service Canpany; and WHEREAS, the Baird of County Commissioners of Indian River County has heretofore adopted Resolution No. 83-•29, which granted to Service any a franchise to construct a sewerage system for Developer and other property owners in the franchise territory, NDW MMTE FORE, for and in consideration of the premises, the mutual undertakings and agreements herein contained and assured, Developer and Service Company hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the Purpose of interpreting the terms as used in this Agreement and apply unless the Context indicates a different meaning: 1: (a) "Consumer Installation" - All facilities ordinarily on the consumer's side of the point of delivery of service. (b) "Contribution-in-aid-of-•Cbnstniction MAC)" - Ube sum of money a or the value of property represented by the cost of the sewerage collection and irrigation systems including treatment plants constructed or to be constructed whic7 Developer or other owners transfer, or agree to transfer, to Service Company at no cost to Service Company to provide utility service to specified property. Contributions -in -aid -of - construction also includes plant capacity charges, the amount of which charges may, under certain ci.rcunstances also include a provision for the recovery of refundable advances and loans to the Service Campany by others. Contributions-in-aid-of-oonstruction payable to Service Company hereunder are not in any way related to the changes or fees payable to Indian River County pursuant to Indian River Cowity Resolution Ab. 83-24 as may be amended from time to time. (c) "Development phase" •- A phase of the construction of utility facilities on the property. (d) "!2suivalent Residential Connection (per)" . is as defined in Resolutiont)3-2A. A residential, commercial or industrial consumer will require a larder or small number of gallons per day depending upon the treatment demand characteristics. (e) "Point of Collection" m The point where the sewer pipes of Servico Ccampany are connected with the sewer pipes of the Consumer. Unless otherwise indicated, point of collection shall be at the consumer's lot or the property line as applicable Service Cca any shall, according to the terms and conditions hereon, own all pipes and appurtenances to the Point on collection unless otherwise agreed. The pipes and appurtenances inside the point of collection shall belong to others. -2m • (f) "Dint of Da -livery" - 1he point where the irricp�tion pipes of SerVLCe Company are connected with the irrigation pipes of the consumer. Unless otherwise indicated, point of delivery shall be at the consumer's lot or property line as applicable. Service Company shall, according to the terms and conditions t; hereof, Own all pipes and appurtenances to the Point of delivery unless otherwise agreed upon. The pipes and appurtenances inside the point of collection shall belong to others. (g) "Property" - The area or parcel of land described in Exhibit "A" by legal description and sketch. (h) "Service" - The readiness and ability on the part of the Service company to tarnish and maintain servicd to the point of collection and delivery for each lot or tract (pursuant to applicable rules and regulations of applicable regulatory agencies). 3. Assurance of Title - Within a period of forty-five (45) days after the execution of this contract, or prior to Developer issuing a Notice to Proceed to Service 1,empany, at the expense of Developer, Developer agrees to deliver to Service Company a copy of title insurance policy or an opinion of ti' Le from a qualified attorney-at-law, with respect to the Property, which Opinion shall include a current report on the status of the title, setting out the names of the legal title holders, the outstanding mortgages, taxes, liens and covenants. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights of service, easements, and so on, contained in this Agreement. 4. vonnection glames - In addition to the contribution of any sewer collection or irriciation systems, where applicable, and turther to indicue the Service tomp<ary to provide such service, Developer hereby agrees to pay to Service company the following connection changes: (a) t.ontributions in Aid of vonstruction: Plant +,apacitY Charges - The contribution or a portion of the cost of construction of treatment plants, described in Exhibit "El". Service Company acknowledges payment of these charges for the first fifty-two (52) units by Sea Qaks Development %-rn ny. (b) Application Oiarge - The acininistrative cost of preparation of this Developer Agreement plus preliminary engineering costs, as described in Exhibit "D". (c) Plan Review Charge - A charge which reelects the actual cost of reviewing and approving governmental agency applications, construction/engineering plans and shop drawings. (d) Inspection Charge -The cost of inspection of facilities installed by Developer as described in Inhibit "D". --3•- • of 0 0. (e) Meter and Backflow Prevention Device Charge - Tile applicable charge for irrigation meter charges and backflow prevention o)hatgrc. cU_,,_l-ekc�w, Payment of the connection charges does not and will not result in Service= Company waiving any of its rates or rales and regulations, and tltedr inforcement shall not be affected in any manner whatsoever by Developer making payment of same. Service Company shall, not be obligated to refund to Developer any portion of the value of the connection charges for any reason whatsoever. Nor shall Service Company pay any interest or rate of interest upon the connection charges paid. Neither Developer nor any person or other entity holding any of the Property by, through or under Developer, or otherwise shall have any present or suture right, title, claim or interest in and to the connection dharges paid or to any of the facilities and properties of the Service Company, and all prohibitions applicable to Developer with respect to no refund of connection charges, no interest payment on said connection charges and otherwise, are applicable to all persons or entities, except for stockholder agreements in the Service Company itselr. Any user or consumer of sewer or irrigation'service shall not be entitled to offset any bill or bills rendered by Service Company for such service or services against• the connection charges paid. Developer shall not be entitled to offset the connection charges against any claim or claims of Service Company as regards claims for breach of contract, damages, or charges of the like of Service Company. Pursuant to tlhis Agreement, all funding of the capital costs for the construction or the facilities of Service CVgm ny shall be through this and similar instruments which shall, as herein, be known as "Developer Agreements". Any and all provisions for return of any such funds to developers shall be through either "Refundable Advance Agreements". By the execution hereof, developer secures no interest: whatsoever in the Service Company, the stock thereof, the mtanagenent therein, or rights upon liquidation and distribution pertaining thereto tulless such developer is otherwise involved as referred to hereinabove. 5. Notice 7b Proceed. The parties recognize that before Service Company can begin to carry out this Agreement, Developer must pay connection charges as shown in the attached Exhibits and provide Service Company with a written notice of its intent to be served. V. On -Site Installation. 'Ib induce Service Campany to provide sewer treatment and irrigation service and to continuously provide consumers located on the Property with such services. Unless otherwise provided for herein, Developer hereby covenants and agrees to construct and to transfer ownership and control to Service Conpany, as a contribution -in -aid -of - construction, the on-site collection and distribution systems referred to herein. She tern "on-site sewer collection and irrigation system" iw_�ans and includes all mains, lines and pipes, and related facilities constructed within the boundaries of Developer's property adequate in size to serve each lot or -4- v •® unit within the property or as otherwise required by Service Company Developer shall secure from Service Company a copy of the Service Company's standard detail sheet and standard service Company specifications, all which shall be provided at Service Company's actual cost to be paid by Developer upon obtaining thein. Developer shall cause to be prepared five (5) copies of the applications for permits and eight (8) sets of finalized engineering plans signed and sealed by a professional engineer registered in the State of Florida. Plans shall show the on-site seer collection and irrigation distribution systems proposed to be installed to provide service to consumers within the Property. Such detailed plans may be limited to the first development phase only, and subsequent phases may be furnished from time to time. However, each such development phase shall oantoaan to a moaner plan for the development of the Property and such master plan shall be sulxnitted to Service Company concurrent with or prior to submission of engineering plans for the first development phase. Developer reserves the right to modify its muster plan at any time in such a manner as to not unduly interfere with Service C7ompany's existing facilities and upon modification, shall submit four copies of the modified plan to Service Company. The cost of any m®difictions to Service CWCany's existing systems or to its Raster Plan that are caused by Developer's modifications or . changes shall be borne by Developer. Developer shall cause his engineer to sur -lit specifictions governing the material to be used and the method and manner or installation. ALL sucta plans and specificatons submitted to service Company's pta engineer shall meet the minimum specifications of Service ox ny and shall be subject to the approval of Service Company, which approval shall not be unreasonably withheld. No construction shall commence until Service Company and appropriate regulatory agencies have approved such plans and specifications in writing. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to service Company one copy of sewer permit and approved plans. Developer shall also supply to the Service Company a copy of the final estimate of payment covering all contract items and Release of Lien from contractor. After the approval of plans and specifications by Service Canpany and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a preaonstruction conference with engineer of record, utility contractor, appropriate building official(s), all other utility cxnpa hies involved in the development of the Property, and Service Company, if Developer is requested to do so by Service company. Developer shall provide to all persons or entities being legally entitled thereto and to Service Company's inspector, forty-eight (48) hours notice prior to commencement of construction. Developer shall cause to be constructed, at Developer's awn cost and expense, the on-site sewer Collection and irrigation distribution systems as shown on the approved plans and specifications. -5- 40 J During the construction of the systems by Developer, Service Company shall have the right to inspect such installations to determine compliance with the approved plans and specifications. The engineer of record shall be responsible for certifying compliance with plans and specifications by Developer's contractor. Service Om any, engineer of record, and utility 1 contractor, shall be present for all standard tests and normal engineering tests to determine that the systems have been installed in accordance with the approved plans and specifications and good engineering practices. . Developer's engineer of record shall secure all necessary permits and clearances for public use prior to dedicating facilities to service Company. Upon completion of construction, Developer's engineer of record shall submit to Service Company a copy of the signed certification of completion submitted to the appropriate regulatory agencies. Vie engineer of record shall also submit to Service Company amronia mylars or their equivalent of the as -built plans prepared and certified by the engineer of record, and the reproducable mylars or the recorded plat, if any, including dedication sheet. By these presents, Developer hereby agrees to transfer to Service t..cr.aany title to all systems installed by Developer or Developer's contractor, pursuant to the provisions of this Agreement-. Such conveyance shall take effect at the time Service %.argranuy issues its final letter of acceptance. As further evidence of said transfer of title, upon the coWletion of the installation, but prior to the issuance of the final. letter of acceptance and the rendering of service by the Service uamiaany, Developer shall: (a) convey to service ucmpany, by bill of sale in form satisfactory to Service vampany's counsel, the suer collecton and irrigation distribution system constructed by Developer and approved by Service %,,OaPany.' (A copy of Service wmpany's standard bill of sale is attached hereto). (b) Provide Service --onpany with copies of invoices from contractor for installation of the utility systems. (c) Provide Service wgpany with copies of Releases of Lien for said invoices. (d) Assign any and all warranties and/or maintenance bonds and the rights to enforce same to the Service %.ampany which Developer obtains frau any contractor constructing the utility systems. Developer hereby warrants and guarantees for one year from the date of transfer that the system is free of defects, and functions or will function as designed. Developer shall immediately repair any defects or Service k.onpaany may make repair at Developer's expense. -6- A •i (e) Provide to the Sc -.wiry: gyny an executed notarized affidavit in a torn satisfactory to service _ompary,s counsel of Developer's right to convey the property and assuring that work has been Cully paid for on the utility system installed by Developer by reason of work performed or services rendered lin connection with the installation of the systems. (f) Provide Service "nvany with all appropriate operation/maintenance and parts manuals or shop drawings. (g) Further cause to be conveyed to Service "ngaany, free and clear of all encumbrances, all easements and/or rights of way covering areas in which systems are installed, by recordable document in form satisfactory to Service %a gmnyls counsel. If applicable, Service %-ompany may required joinder of any condominium association. Service Lampany agrees that the issuance of the final letter of acceptance for the systems installed by Developer shall consitute the assumption of responsibility by Service vampany for the continuous operation and maintenance of such systems from that date forward. Whenever the development of subject property involves one consumer or a unity of title of several consumers, and/or in the opinion of Service %.empany ownership by service 1-mpany of the internal systems in not necessary, then at the option of the Service company, Developer shall retain ownership and the obligation for maintenance of such onsite facilities located on the • discharge side of an individual meter or a master meter, it applicable. 7. Easements, Developer hereby agrees to grant and give to Service tympany, its successors and assigns, but subject to the same terms of this Agreement, the exclusive right or privilege to construct, and/or own, maintain, replace or operate the systems, to serve the Property as well as the exclusive right or privilege to construct, own, maintain and operate the systems to service the Property as well as the exclusive right or privilege to construct upon, over and across the present and future streets, roads, alleys, easements, reserved utility strips and utility sites, and any public place as provided and dedicated to public use in the record plats, or as provided for in agreements, dedications or grants nude otherwise, and is independent of said record plats. bbrtgagees, if any, holding prior liens on the Property shall be required to release such liens, subordinate their position or join in the grant or dedication of the easements or rights of way, or give to Service uanpany assurance by way of a "non -disturbance agreement", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of Service .Ampany, as long as Service uxnpany complies with the terms of this Agreement, (The Service t-cim any has prepared a Non -Disturbance Agreem`nt form Which may be utilized by Developer). A11 sewer oollection and irrigation distribution facilities, save and except consumer installations, shall be covered by easements or rights of way if not located within platted or dedicated roads or rights of way for utility purposes, -7- • 00 .® 0 Developer hereby further agrees that the foregoing grants, or promises of grants, include the necessary right of ingress and egress to any part of the Property upon which Service Lcapany is constructing or operating such facilities; that the foregoing grants shall be for such Service Period of time as easements construction, Qownership,assigmaintns teenance, ouire h rights, privileges or the facilities, that in the event Developer and Service %-r non or expansion;'of vatgkany agree that Service tympany is to install any of its facilities in lands with the Property lying outside the streets and easement areas described above, then Developer or the owner shall grant to Service Company, without cost or expense to Service: %.ompany, the necessary easement or easements for such "private property" installations; provided all such "private property installations" by Service company shall be made in such a manner as not to interfere with the then primary use of such "private property". Service "nP3ny covenants that it will use due diligence in ascertaining all easement locations; however, should Service I.ompany install any of its facilties outside a dedicated easement area, Service company will not be required to move or relocate any facilities lying outside a dedicated easement area, so long as the facilities do not interefere with. the then or proposed use of the area in which the facilities have been installed, and so long as Service %,ompany, obtains a private easement for suth line location, which Developer will give as sane is within its reasonable power to do so. The use of easements granted by Developer to Service %.ompany shall not preclude the use by other utilities of these easements, such as for cable television, telephone, water, electric, or gas utilities, or as otherwise agreed to by Service any. Service "gmry shall consider and not interfere with, to the extent reasonable and practical, with Developer's site planning and landscaping needs. (The Service w►iany has prepared a standard Easement Agreement form which may be utilized by Developer, at Service %.onpany's option.) Service that all ts will be Utilized in accordance with the established and geneerrallly acceptedpracticesprat ces of the sanitary sewer collection industry with respect to the installation of all Of its facilities in any of the easement areas. 8. area nt to Service. Upon the completion of construction of il the on-site facities by Developer, its inspection, the issuance of the final letter of acceptance by Service -a any, and the other terms of this Agreament and Service %,appany s Uniform Service policy, Service %=ipary covenants and agrees that it will allow connection or oversee the connection of the sewer collection and irrigation distribution facilities installed by Developer to the central facilities of Service wry ny in accordance with the terms of this Agreement. Such connection shall at all times by in accordance with rules, regulations and orders of the applicaple governmental authorities. Service tympany agrees that once it provides such service to the Property and Developer or others have connected consumer installations to its system, that thereafter Service t.ampany will continuously provide, at its cost and expense, but in accordance with the other provisions of this agreement, including rulers and regulations and rate schedules, such service to the Property in a manner to conform with all -0- 40 requirements of the applicable governmental authority having jurisdiction over the operations of Service Company. 9. Application for Service- Consumer Installations. Developer, or any owner of any parol of the Property, or arty occupant of any residence, building or unit located thereon shall not have the right to and shall not connect any consumer installation to the facilities of Service Company until formal written applicaton has been made to Service Om parry by the prospective user of service, or either of then, in accordance with the then effective rules, regulations of Service Canpany and approval for such connection has been granted. Although the'responsibility for connecting the consumer to the lines of Service Ccmpany at the point of delivery is that of the Developer or entity other than Service Oompany, with reference to such connections, the parties agree as follows: (a) Applications for the installation of water irrigation ►inters and backflow preventers shall be nude twenty-four (24) hours in advance, not including Saturdays, Sundays and holidays. (b) All consumer installation connections any be inspected by Service Company before backfilling and covering of any pipes. (c) Written notice to Service Company requesting an inspection of a consumer installation connection may be given by the contractor or Developer, and the inspection will be made within twenty-four (24) hours, not including Saturdays, Sundays or holidays; provided the meter and backflow preventor have been previously installed. (d) If Service Ganpany fails to inspect the consumer installation connection within seventy-two (72) hours atter such inspection is requested by Developer or the owner of any parcel, Developer or owner may backfill or cover the pipes without Service Company's approval and Service Company must accept the connection as to any natter whico Could have been discovered by such inspection. this provision shall also apply to any reinspection resulting from an unacceptable prior inspection. (e) If the Developer does not comply with the foregoing inspection provisions, Service Company may refuse service to a connection that has not been inspected until Developer complies with these provisions. (f) The cost of constructing, operating, repairing or maintaining consumer installations shall be that of Develper or a party other than Service Conpany. -9- 40 of 10. Service-.,ampany's Exclusive Right To Utility Facilities. Developer agrees with Service kompany that all facilities accepted by Service %-crnpany in connection with providing sewer and irrigation servicers to the Property shall at all times remain in the sole, complete and exclusive ownership of Service kanpany, its successors and assigns, and any person or entity owning any part of the Property or any residence, building or unit constructed or ?' located thereon, shall not have any right•, title, claim or interest in and to such facilities or any part of then, for any purpose, including the furnishing Of such services to other persons or entities located within or beyond the limits of the Property. . 11. EKclusive Might 7b Provide Service. Developer, as a further and essential. oonsideration.of this Agreement, agrees that Developer, or the successors and assigns of Developer, shall not (the wards "shall not" being used in a mandatory definition) engage in the business or businesses of providing sewer services to the Property during the period of time Service "U piny, its successors or assigns, provide such service to the Property, it being the intention of the parties hereto that under the foregoing provision and also other provisions of this Agreement, Service -. aany shall have the sole and exclusive right and privilege to provide sewer services to the Property and to the occupants of such residence, building or unit constructed thereon. 12. states. Service kanpany agrees that the rates to be charged to Developer and individual consumers of sewer and irrigation services shall be those set forth in the tariff of Service vanprany approved by the applicable governmental, agency. However, notwithstanding any provisions in this Agreement, Service any, its successors and assigns, may establish, amend or revise, from time to time in the future, and enforce rates or rate schedules so established and enforced and shall at all ties be reasonable and subject to regulations by the applicable governmental agency, or as may be provided by law or ordinance of Indian sliver kx=ty. Rates charged to Developer or consumers located upon the Property shall at all times be indentical to rates charged for the same classificaton of service, as are or may be in effect throughout the service area of Service %.crtpany. Rbtwithstanding any provision in this Agreement, Service e.envany may establish, amend or revise, from time to time, in the future and enforce rules and regulations covering sewer and irrigaton services to the Property. Ilmiever, all such rules and regulations so established by Service tanpany shall at all times be reasonable and subject to such regulations as may be provided by law or contract. Any such initial or future lower or increased rates, rate schedules, and rules and regulations established, amended or revised and en-oroed by Service ucmpany from time to time in the future, as provided by law, shall be binding upon Developer; upon any person or other entity holding by, through or under Developer; and upon any user or consumer of the sewer and irrig3ton service provided to the Property by Service kompany. -10- 13. Refundable Advances. Service Company reserves the right to require refundable advances from Developer in order to provide an additional source of funds which Service Mrpany may utilize in order to assure funding of any particular phase of construction. Stated otherwise, Service Company Huy require a Developer to advance funds in addition to the funds that Developer would ordinarily be required to pay Lor his or its own Capacity needs with said Developer expecting a refund from subsequent developers who may utilize capacity constructed in any given phase. To that intent, refundable advances shall be considered loans from the Developer to the Service Company. At the election of the Service Company, refundable advances Can include a provision for recovery of all costs expended by the service Company for the construction of interim facilities, including related soft costs arca ancillary expenses utilized in the creation, organization and early phase OOnstruction of the Service Company. At a minimum, Service Company may require retundabie advances in the amount of plant Capacity charges for each ERC reserved by any particular developer. Such refundable advances will bear interest at the rate of 12 Percent per annum, or Chase prim:, whichever is higher. Such refundable advances shall be repaid to the Developer from future connection charges received from subsequent developers in excess of plant expansion costs required Of such future developers. 14. Guaranteed Revenues. Service Carpany shall require Developer to Pay guaranteed revenues equal to the then -applicable base facility charge for each FICC reserved by such developer, which such guaranteed revenues shall be payable upon the availability of the capacity subscribed to by each developer. Guaranteed revenues shall be payable, as stated, when capacity is available and sucri payments shall, be rade on a monthly basis. 15. Funding. Prior to the commencement of any construction for the benefit of any developer, service Company shall require, at its sole option, that Developer has guaranteed a wthod of financing of the construction of plant capacity for said Developer. Such guarantees shall be in the form of either cash or irrevocable letter of credit, or other toren of security, the type of which shall be at the sole option of the Service Company. In any event, no phase of construction shall be commenced by Service Company unL•il that phase shall be fully funded. 16. ©inding Effect of Agreermnt. 11his Agreement shall be binding upon and shall inure to the benefit tt oo Developer, Service Company and their respective assigns and successors by rmrger, consolidation, conveyance or otherwise. Any assignment or transfer by Developer shall be approved in writing by Service Carpany. 17. Notice. Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by Hail or by telegram, and if to Developer shall be nailed or -11- 40 •• delivered to Developer at: Sea Oaks Development Co. 8850 North A -1-A Vero Beach, FL 32963 aril if W the Service CWPnY, at: Sea Oaks Utilties, Inc. -3339 Cardinal Drive Vero Beach, FL 32963 ana North Beach Water Co. 3339 Cardinal Drive Vero Beach, FL 32963 16. laws of Florida. Ttds Agreement shall be governed by the yaws of the State of Florida and it shall be and become effective iNnedi,ately upon execution by both parties hereto, subject to any approvals which must be obtained frcm governmental authority, if applicable, 19. Costs and Attorney's Fees. In the event the Service Owpany or otherwise, thhe wiseper is required to enforce this Agreement by Court proceecangs or by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorney's fees, 10. Force Msieure. In the event that the performance of this Agreement by either party to this Agreement is prevented or interrupted in oonsequanoe of any cause beyond the Control of either party, including but not limited to Act of God or or the public enemy, war, national emergency, allocation or of other governmental, restrictions upon the use or avilability of -Labor or materials, rationing, civil insurrection, riot, racial, or civil rights disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, lxx»b detonation, nuclear fallout, windstorm, hurricane, earthquake, or other casualty or disaster or catastrophe, unforseealaye failure or breakdown of treatment facilities, collection lines, pmmmping transmission or akdow facilities, governmental aisles or acts or orders or restrictions or regulations her or requirements, acts or action of any government or public or governnentaL authority or commission or board or agency or agent or official or officer, the enactment or any statute or ordinance or resolution or regulation or rule or ruling or ordsr, order or decree or judgment or restraining order or injunction of any court, said party shall not be- liable for such non-pertornunce. ll. Indemnification. Developer agrees to indemnify and hold Service Ca"1anY harmless Tran and against any and ali liabilities, claims, dviuges, costs and expenses (including reasonable attorney's tees) to which Service Company MAY become subject by reason of or arising out of Developer's performance of this Agreement. This indemnification provision shall survive the actual connection to Service CoaVany's sewer system. -12- � i® [s WSCRUANBOUS PROVISIONS 22. The rights, privileges, obligations and covenants of Developer and Service Cakm ny shall survive the eonpletion of the work of Developer with respect to completing the facilities and services to any development phase apd to the Property as a whole. /.3. Tili.s Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between the Developer and Service ompany, with respect to the matters herein contained, and when duly executed, constitutes the agreement between Developer and Service Company. No additions, alterations or variations of the terms of this Agreement shall be valid, nor can provisions of this Agreement be waived by either Forty, unless such additions, alterations, variations or waivers are expresed in writing and duly signed. 24. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and the masculine, feminine and neuter genders shall each include the others. 25. Exhibits mentioned herein have been signed or initialled by the duly authorized officers, agents or attorneys of the parties hereto and are hereby incorporated herein by reference and made a part hereof as Cully as if set forth herein., 26. With respect to any exhibits that may be incomplete as of the time of execution hereof, same may be completed by Service Company after execution and be provided to Developer immediately thereafter. Developer shall nave 10 days to accept or reject the tezxm,s and conditions or the exhibit. It Developer fails to object, sabre shall be incorporated by reference into this Agreement by binding upon both of the parties. 27. Whenever approvals of any nature required by either party to this Agreement, it is agreed that same shall not be unreasonably withheld or delayed. 20. The submission of this Developer Agreement for examination by Developer does not constitutes an offer but becomes effective only upon execution thereof by Service Ccupany. i9. Notwithstanding anything herein to the contrary, Developer shall pay Service oompany the higher of either the actuai cost to Service Company of Developer's prorata share of the actual cost of providing sewer and irrigation service to Developers property or the charges provided for herein. .f0. Failure to insist upon strict compliance of any of the terms, covenants or conditions herein shall not be deemed a waiver of SUM terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or -13- I; s life - or Power hereunder at any one time or times be deemed a waiver or relinquishment of such right or power at any other time or times. 31. Because of inducements offered by Developer to Service Company, Service Company has agreed to provide sewer and irrigaton service to Developer's Project. Developer understands aryl agrees that capacity reserved hereunder ?,- cannot and shall not be assigned by Developer to Third Parties without the written consent of Service Canpany, except in the case of a bona_fide sale of Developer's Property. Such approval shall not be unreasonably withheld. Moreover, Developer agrees that this contract is a superior instrument to any other documents, representations, and promises trade by and between Developer and Third Parties, both public and private, as regards the provisions of sewer and irrigation utility service to Developer's property. 'The charges to be paid bDeveloper hereunder are in addition to the charges, as reference above, imposed upon Service Company by the Board of County Caamissioners or Indian River County pursuant- to Indian River County Resolution No. 03-24, as may be amended from time to time. By these presents, Developer hereby agreesby to abide the terms and conditions of Indian River Count Resolution No. 83-24, as aforesaid, and to reimburse all of Service Company's actual Payments made to Indian River County as contributions-in-aid-of-oonstruction, inspection charges, franchise fees, or other charges if made on behalx of Developer. by Service Company to Indian River County. 32. Ube assignation, sale or transfer of this Agreement and ail of the --ights and privileges pertaining thereto, shall be subject to the approval, in writing, of any such assignment by Service Company. Service C nipany shall have the right to renegotiate this Agreement, in whole or in part, with any such assignee. 33. It is agreed by and between the Parties hereto that all words, other, and that a provision contained under one heading may be considereterms and conditions contained herein are to be read in concert, each wid to be the ©qually applicable under another in the interpretation of this Agreement. .74. Service Ccapany shall, as aforesaid, at all reasonable times and hours, have the right of inspection of Developer's internal lines and racilities. This provision shall be binding on the successors and assigns of the Developer. JS. Service Company, at its discretion shall review and approve all water conservation measures approved by Developer. JG- The parties hereto recognize that prior to the time Service Company [my actually ocmnence upon a program to carry out the terms and conditions of this Agreement, Service Canpany may be required to obtain approval from various state and local goverturentai authorities having jurisdiction and regulatory power over the construction, maintenance and operation of Service CCQ1Pany' The Seco Company agrees that it will diligently aryl earnestly, at Developer's sole cost and expense, make the necessary Proper applications to all governmental authorities and will pursue the same to the end that it will use its best ettorts to obtain such approval. Developer at its sole cost and -14- • •® 0 and.expense, agrees to provide necessary assistance to Service Company in obtaining the approvals provided for herein. Upon execution of this Agreement, Service Company may require the payment of a reasonable fee to defray Service Company's legal, engineering, accounting and administrative and contingent expense. 37. Time is of the essence with regard to this agreement. Failure to Insist on strict performance in one instance shall not be deemed a waiver of the right to so insist in other instances. t: 38. There shall be no liability whatsoever on Service Company for failure to deliver service to Developer according to Developer's needs or schedules. This Agreement constitutes a promise of good faith and not a timetable for delivery of utility services. 39. In the event that Developer requires sewer service prior to the time that Service Company may be in a position to deliver same, Developer may be authorized, if in writing and at the sole election of Service Company, to provide service to his own property, through the auspices of Service Company, using a plant, which Developer will remove from service when instructed to do so by Service Company. 40. This Agreement is binding on the successors and assigns of the parties hereto, including any municipal or governmental purchaser of Service Company. This Agreement shall survive the sale of Service Company to any party. 41. The parties hereto acknowledge that legislation was enacted by the United States Congress which could result in all contributions made to the Service Company after January 1, 1987, being fully taxable as ordinary income. The parties also recognize that both cash and property contributions to Service Company are taxable under this new law. Such a change in existing law severely restricts the Service Company's available funds for water utility improvements. Developer there- fore agrees that under this new legislation, the contributions made by the Developer become taxable income to Service Company, and Developer will pay such additional charges as are necessary to reimburse the Service Company for the income tax effect of contributions. Such additional charges will be calculated so as to place the utility in the same net after-tax position as a result of receiving contributions, as it would be under existing tax.law. The parties hereto further acknowledge that in the event contributions do not become taxable income, Service Company will refund to Developer all monies paid for the income tax on CIAC. WITNESSES: SE RVI . OMPA SEA AK IT S, INC. Preston I. Perrone, as its President DEVELOPER SEA OAKS DEVELOPMENT CO. By: �GI�CC� 7G(�'o' R.'Stephen Pate, Managing Director 40 s• SEA OAKS LEGAL DESCRIPTION All of Government Lots 1 and 2 of Section 25, Township 31 South, Range 39 East together with all of Government Lots 3 and 9 and the south 411.84' of Government Lots 5 and 6 of Section 26, Township 31 South, Range 39 East. Said land lying and being inllndian River County, Florida. GORDON NUTT LEGAL DESCRIPTION Government Lot 2 of Section 26, Township 31 South, Range 39 East, subject to right -of -;ray for State Road 510 over North 40 feet of said Lot 2 and subject to existing right -of -xray 100 feet wide for State Road AIA. Government Lot 1, Section 26, Township 31 South, Range 39 East, according to the official plat of the survey of said lands returned to the General Land Office by the Surveyor General, together with all riparian rights and all tenements and hereditaments thereunto belonging or in anywise appertaining; EXCEPTING, the North 25 feet thereof together with riparian rights, quit -claimed June 27, 1927 to IJabasso Bridge Commissioners of Indian River County, Florida, for highway purpose; ALSO EXCEPTING a parcel described as beginning at a point which is 316.9 feet east of the north- west corner of said Government Lot 1, and 25 feet south of the North line of said Lot 1, thence east parallel to the North line of Lot i, 183.5 feet to the high water line of the Atlantic Ocean; thence southerly along said high water line about 115.4 feet, thence westerly parallel to the North line of Lot 1, a distance of about 231.35 feet; thence north 105 feet to the point of beginning; containing one-half acre; together with riparian rights appendant or appurtenant thereto, conveyed to the Commissioners of Idabasso Bridge District on November 3, 1927, for public purposes. ALSO EXCEPTING a strip of land 100 feet wide situate over, through and across said Government Lot 1, Section 26, Township 31 South, Range 39 East, conveyed to the State of Florida for the use and benefit •- of the State. Road Department of Florida -on March 17, -1958,=by -Special Warranty Deed recorded in Official Records Book, 35, Page 393, etc., -••• - Indian River County Records. EXHIBIT A SEA OAKS and GORDON NUTT PROPERTY PLANT CAPACITY CHARGES Developer agrees to pay Service Company the following Plant Capacity Charges _ (Franchise Connection Charges) to induce Service Company to reserve the follow- 1 ing plant capacities for Developer's proposed connections. Developer understands that plant capacities are only reserved upon payment of charges by Developer to Service Company. This includes payment for capacity for the Cordon Nutt properties which specific capacity may be assigned to Nutt property pursuant to subsequent Developer Agreements. The term "unit" refers to the applicable component which is the basis of deter- mining the sewerage flows. The initial cost of Plant Capacity Charges shall be $ 500 per ERC, however, Service Company reserves the right to adjust the charges to actual cost, or to change such charges in the future. At the time of payment of the said Plant Capacity Charges, Developer shall also pay to Service Company any and all Refundable Advances associated with providing the Developer's capacity, the advances will be applied to any future increase of Plant Capacity Charges. Refundable advance is based on number of ERCs multiplied by $ 900. CREDIT Developer is not required to build only condominiums, multi -family units, or some other such "customer category". Developer may utilize his capacity in any way that the law allows within the Exhibit A property. The Plant Capacity Charges referenced herein do not provide for sewer main or irrigation mains. ACQUIRED CAPACITY AND PAYMENT SCHEDULE Number of ERC Total Refundable Charge Total Units Factor ERCs Advances Per ERC Charges 1428 1 1428 $ 900 $ 500 $1,999,200 the Service Company acknowledges payment of the above through previous loans and advances EXHIBIT B DEVELOPER AGREI(MENT THIS AGREEMENT made and eptered•:into this, -,h da of Februay , 1987, by and between Gordon S. Nutt hereinafter referred to as "Developer", and SEA OAKS UTITILIESI INC., a Florida corporation, hereinafter referred to as "Service Company". !. WHEREAS, Developer owns or:controls lands located in Indian River County, Florida, and described in Exhibit "A", attached hereto and made a part hereof asl•if.•fully set out in this paragraph, and hereinafter referred to'as the "Property", and Developer intends to develop the Property by erecting thereon, residential units, general: service units, or a • A combination of these; and .j' WHEREAS, Developer desires!: that IL a Service Company provide central sewage collection�l. servig for Developer's Property herein described and is �illingj to accept treated effluent suitable for irrigation purF9ses; and WHEREAS, the Service Company is wi��.'ing to provide, in accordance with the provisions of this Agreement and Service Company's Uniform Sewer Service Policy, entral sewer and effluent disposal services to the Propek.ty and thereafter operate applicable facilities so hat th� occupants of the on the Property will improvements eceive n. adequate sewage collection and disposal service from;Service Company; • �I I , NOW, THEREFORE, for and in co 1i iaeration of the premises, the mutual undertakings and' agreements herein contained and assumed, Developer and Sed ce Company hereby covenant and agree as follows:. 1. The foregoing statement are t and correct. 2. The following definitio s and'4ferences are given for the purpose of interpreting tj: ternqq as used in this Agreement and apply unless the conxt inkl'cates a different mei ning : I (a) "Consumer Installation" All facilities ordinarily on the cons merls �Alde of the, point of delivery. �. ,• (b) "Contribution -in -aid -of' -Construction (CIAO)" - The sum of money and/or the value of Che property represented by the cosh of the sewage collection and irrigation systems, including lift stations and treatment plant' const,kucted or to be constructed by a Developeror owner, which Developer or owner I•I'•transfeK�, or agrees to transfer, to Service Company'at no cost to Service Company in order . to induce .Service Company to provide. utility service to specified Property. Contribution-in-aXd-of- construction (CIAO) does not include money required to be collected from Developer and •aid to Indian River County for utility asset acqui� tion purposes. (c) "Development Phase" �j - ) subdivision or construction phase of the con ruction of utility facilities on the Property. i .i (d) "Equivalent Residential Conn6btion (F,RC)" - A factor used to convect,a giveT average daily flow (ADF) to the equivalent nuler of residential connections. For this'purpos. the average daily I � I , so ;ri flow of one equivalent residential connection (ERC) is 350 gallons, per dpy, (gpd). The number Of ERCs contained in � given ADF is determined by dividing that ADF by 350 gpd.• The determination Of the number of ERCs for the Property shall be subject .to factoring --as -out-lined in Service Company's Uniform Sewer Servicp Policy. A residential, commercial ori'�industrial consumer may thus require a larger number of gallons per day than 350 depending .: upon water demand characteristics. i.I(� (e) "Guaranteed Revenue" I '" I A � amount of money sufficient to defray11 or :portion of Service Company's cost of maintains g stand-by service availability for Deve�oper a defined in Florida Administrative Code and Orders of the Florida Public Service Commission, ;Ior its successors, from time to time. I1 (f) "Notice to Proceed" A document executed by Developer expressing a formal order pursuant to the Developer Agreement, for specific sewer service. (g) "Point of Delivery" =,. The int where the pipes or meter(s) of Service, Company,are connected with the sewer or irrigation piper. *of the consumer. Unless otherwise indicated, :the point of delivery shall be the customer'i's sidCdr discharge side of the sewer main or last. manhol4e1 owned and operated by Service Company for'.sewer T rvice. ; Service Company shall,. according to the terms and conditions thereof, own'H all pipes and appurtenances to the Point!Jc(f delivery, unless otherwise agreed upon. The pipes and appurtenances inside the poik of delivery shall belong to others. f (h) "Property" - The area o I parcel 'of land described in Exhibit '."A'• b .; legal description', and as shown on Exhibit "E"�"attached hereto and -made a part hereof. (i) "Service" - The readiness ,and• ability on the part of Service Company to urnish and maintain sewer treatment and effluent.i.irrigation service, which includes irriga ion service, to the point of delivery for each Ilot orl•..tract (pursuant to applicable rules andregulabions of applicable regulatory agencies.) qq •�II (j) "Systems; - All of thesewage collection, Pumping! treatment :, and 1.effluent disposal facilities and equipment, :,including, without limitation: collects n main , lift stations, force mains, treatmen� equipm nt, storage tanks, effluent irrigationPump% and effluent ) distributions mains. I;I 3. Assurance of Title forty-five Y - witpin a period of Y- (•45) da s after execution of this Agreement, or Prior to Developer issuing a Notice toi �roceed to Service Company, at the expense of Developer, the Eleveloper agrees to deliver to service Company a copy of the Ti le Insuance Policy or an opinion of title from a qualified atlorney-at-law, with i'• respect to the Property,. which opinion shall include a current report on the status of the title, setting o'ut *he name of the legal title holders, the outstanding mortgages, taxes, liens and covenants. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive'rights of Service contained in this Agreement. ?' i A. Connection Charges - In .,addition to the contribution of any System, where applicable, and further to induce Service Company to provideIService', Developer hereby a,rees to pay to Service Company the following connection charges: (a) Contributions-in-aid-of-Constc•ulction - Plant ® Capacity Charge - A cha'tg'e which reflects Developer's contribution of a:.portion of the cost of construction of treatmentlpants and hydraulic share of off-site Systems. (b) Application Charge f g - J)' charg'c (which reflects the actual administrative cost of -preparation of thi$ Developer Agreement, plus preliminary engineering costs, as described in:.Exhibit "D". Said charge shall be paid as outlined ini Service Company'$ Uniform Sewer Service Policy. I 1, (c) Plan Review Charge - AI charge iwhich reflects the actual cost of reviewisland approving governmental agency applicat'i ns, construction/ engineering plans and shop drawings as described in Exhibit "D". Saidl charge ,,shall be paid aq outlined in Service Compari ''s Uniform Sewe Service Policy. I; (d) Inspection Charge - A!;,chargPj which reflects the actual cost of inspection of sewer facilities installed by Developer as dgcribed in Exhibit "D". Said charge sha;l be Taid as outlined in Service Company's Uniform sewer.Service Policy. Payment of the connection 'charges: does not and wild, not result in Service Company waiving any dh' 'its rates or rules and regulations, and their enforcement shall -not be affected in any manner whatsoever by Developer makitigl payment of same) Service Company shall not be obligated'to:'rlefund to Aeveloper any portion of the value of the Connect'Io charges for any reason whatsoever, except for that which ma � �be provided for in Exhibit "C", ntrr shall Service Company pay I�ny interest or rate; of interest upon the connection charges paid. Neither Developer nor anyl perso or other entity holding any of the Property by, through or, junder Developer, or otherwise, shall have any present or -future ��right, title, claim or interest in ,and to the connection; charge,s�,paid or to any of the Systems or other properties of', Serviq Company, and all prohibitions applicable to Developer I: with r pect to no refund of connection charges, no interest 'payment'hn said connection charges and otherwise, are appligable o. all persons or entities, except for that which may be prov'c)ed in Exhibit "C" if applicable. Any user or consumer of sewer or jirrigation service,) shall not be entitled to offset any bill 9,K4 bills rendered by; Service Company for such service or sees'ices against the connection charges paid. Developer,, shall ieiot be entitled to offset the connection charges again t any. Iaim or claims of Service Company, including claims ;c for b jach of contract, damages or charges o the like of Seryice Com any. E-1 •s i ; 10 5. Pa ment - Developer 'shall '�ay, in full, plant capacity charges, as provided in Exhibit for all capacity .PS,°, reserved hereunder ar the time of execution hereof. This payment may be for the entire project or;•specific Development phase. However, plant capacity shall only be reserved for that which treatment plant capacity charges have been paid. In the event Developer elects to pay treatment plant capacity charges in in phases, he shall pay such ment treatment plant capacity charges each usuch Development Phase at the then effectirior to ve commencement of _ _ charges. • 6• E4uivaient Residential Connections Reserved The parties agree that the capacity needs It11 oI'll provide service to the Property is 416 (EACs 41 Equivalent Re � dential Connections for wastewater removal. �Pevelonp, agrees that the number of units of development reserVod hereb amount of. capacity which is reserved -pursuant to ExhibitsIl„BotandceCd•tlie I 7. Proceed - 'ThepaI before Service "' recognise that CompaNotice to ny can begin tq carry out this Agreement;, Developer must pay to Service Company shown in 'the attached Exhibits and. poadeery�cdnCompeny chargesasa written Notice to Proceed, then understood and agreed that Service yhen:Compn�p shall ate. allot I's provide period of time to construct fac;:pities necessary to provide Service to the Property after re Notice to Proceed. i;Igbpt of the written a. Guaranteed Revenues �; Servile Company charges and collects guaranteed revenues from or Developers in order to defra a prop rty owners, builders costs for ownership, operation and portion en hce of service useful utility facilities as Uniform Sewer Service Polic outlined 14, Service Company's revenues on each y• Developer Pall pay guaranteed time that Developer se of Developer's prof .t commencing at the Phase and Pays his plant saps �,,ty charges on such available for rovided Developer's t capacit„� has p property.:.Devel c uncleally been made opacity is guaranteed for Deeloper's ne pds onlyr ®eland that Use extent that guaranteed revenuesto otherwise, if Developer elects not to are paid. Stated on any phase of his construction pay' !guaranteed revenues he risks capacity not being available ,f®r� P.e understands that such phase(s) when Developer needs sae . ®veloper s needs for are made, the guaranteed revenue chs e�esct active connectionsctions Developer shall be proportionately, reduc d. The revenue charges shall be invoiced' to D guaranteed Company in advance of each month grid will 4eloper b .day of the month for which the charges a y Service e due on the first ppl � 9. On -Site installation �^! To i to provide Sory ce and the Systems Oce Service Company consumers located on , land to Pntinuousl otherwise provided for the Property wi y provide agrees to heroin, ,Developer reb Service, unless construct clod to transfer owns y covenants anal Service Company, as a Conteibution-'in-aid'9hip and control to on-site Systems referred to " qf-Construction, the "rh-sites Systems means and iin Ex ibit 01- herein. The term constructed within the boundaries- any pbiion of the System adequate in size to serve each lot or unit within the Property or as otherwise required b of vel°per's Property to in Exhibit "C" hereof and will 'Compan which are refer Service Company. will b�; ded�c�;ted by Developerrto Developer shall cause to be prep��yy7,,cd five (5) copies Of the applications for permits and a sufcli Of finalized engineering plans for !on -sit I ent number of sets System which shall I i 4 r J, F14 C. -c C m rr n\ •0 be prepared and sealed by a professional engine r registered 11*1 the State of Florida (Service Company will retain four (A) sets), along with a copy of the final estimate of quantities covering all contract items that are. to be'dgdicated to Service Company. Plans shall show the on-site sys'.t�ms proposed to be installed to provide service to consumers •wi'thin the Property. Such plans will also show the interponnect,lgn of such on-site System to the off-site System ofIl theS'�rvice Company, or off-site System that may be construgted byl�eveloper or others and given to Service Company. Such det Med plans may be limited to the first Development Ihase q y, and subsequent phases may be furnished from time t9 time: Il However, each such Development Phase shall conform t4 a muster plan for the development of the Property aria such m Per plan shall be submitted to Service Company concurrent: pith or prior tq submission of engineering plans fpr thbl1,first Development Phase. Developer reserves the rightl to mod fy his master plan as time in such manner as to not un my ii) erfere with Service Company's existing facilities and. upon dification, shall submit four copies of the modified, plan Service Company. The cost of any modifications to Servic�l.ipompany's existing systems or to its master plan that.�are cased by Developer's modifications or changes shall be bone by Developer; Developer shall cause his engineers to sit specifications governing the material to be used and the im�thod and manner of installations. All such plans, ;:specif'�ations and shop drawings submitted to Service Company's engr}eer shall meet the minimum specifications of Service Company Aqd shall be subject to the approval of Service Company, which a proval shall not be unreasonably withheld. Service Company rgerves the right to review the revised Master Plan and IrecaicyJpte the connection charges that are to be paid by the -Develol Pr at the time the revised Master Plan is submitted i• No 1�onstruction shall commence until Service Company and app Qpriate regulatory agencies have approved such plan and! specifications in writing. When permits and approved pla i are returned by appropriate regulatory agencies to Develop, Developer shal;1 submit to Service Company one copy of sew service permit(s)' and approved plans. If construction Com ces prior to all suc-A approvals and any other approvals Iquired hereunderService Company shall have no resppnsibily to accept such' on-site System nor to perform routine i pections of such on-site System, and Service Company may. ele to terminate this Agreement and/or not provide service to D, eloper until such. time as Developer obtains such requ}'"red a kovals and Service � Company has witnessed all of its Irequic inspections and tests. After approval of the plane, sper,'-ications and shop drawings by Service Company an appy riate regulatory agencies, Developer, or the engineer `of rep �d, shall set up a preconstruction conference with engineer record, utility contractor, appropriate building official(sj9; all other utility companies involved in the development ofj,the Property, and Service Company. It is understood that ap roval at one period does not automatically provide approvalor future plans, specifications, etc., even if future plans and specifications are identical to the originally app oved plans and specifications, in view of constant �techno ggical improvements and regulatory changes from time to time. (I- be ; Developer shall provide to Service (company's inspector and minimum holida oforty-eight (4s3) hours i)iotice, excluding weekends holidays, prior to commencement ofcons r,uetion. Developer shall cause to be constructed, at IDevelo or's own cost and expense, the on-site Systems as shown on th specifications. Approved plans and 5 r [® 1.0 1S• 0 11 , 1 . 0 During the construction a£ the lbn-sits: Systems by Developer, Service Company shall have the slight to inspect such installations to determine compliance with: the approved plans and specifications. The engineer of record shall also inspect l; construction to assure compliance w}th thel ,approved plans and specifications. Service Company, engineer ' of record and utility contractor shall be present for all standard tests for pressure; lift station start-up and acceptance tests for the exfiltration, line and grade, infilr�ration'•Snd-all other normal engineering tests to determine that the on' -site Systems have been installed in accordance with the',-approvedplans and specifications, good engineering prActices;�•and American Water Works Association criteria, as well as otherl federal, state and local regulations which are applicable. 1;0:eveloper agrees to Pay to Service Company, or Service GompanyP;s' authorized agent, a sum to cover the actual cost of ;j�ll inspections of installations made by Developer or Dev oper's contractor: which charge shall be in conformance wi- Service Company's Uniform. Sewer Service Policy and also•'provided for in Exhibit "D". . i. i Upon completion of construction, lAveloper's engineer of record shall submit to Service Cgmpany 41 ;'signed copy of the certification of completion submitted )0.; the appropriate regulatory agencies and certified !to se•r.ice Company. The engineer of record shall also submit:1to Ser, ce Company ammonia mylars of the as -built plans, including ons set of mylars and three sets of blue -line drawings, preparedop,nd certified by the engineer of record, and one set of ammonia mylars of the recorded plat, including the dedication sheet(s) and three set$ of blue -line drawings thereof. By these presents, Developer transfer to Service Company title to all Developer or Developer's contractor show this Agreement dealing with- those favi transferred from Developer to Service Com provisions of this Agreement. Such co effect at the time Service Company issues acceptance. As further evidence of said upon the completion of the installation issuance of the final letter of acceptance service by Service Company, Developer shall (a) (c) (d) Convey to Service Company, sale in form satisfactory -counsel, the on-site Systett "C" and constructed by Deve Service Company. I hpseby covenants to gystems installed by njjin Exhibit "C" of X�ties that will be py, pursuant to the eyance shall take ! is final letter of ransfer of title, but prior to the jpd the rendering of notarized bill of Service Company's listed in Exhibi> er as approved by I I Provide Service Company w11co I ies of invoices from contractors and from su $liners of materials for installation of the on site Systems being dedicated to Service gmpany, including engineering design•and inspec ion fees so paid. Furnish proof satisfactory to the Service Company that all contractors subco ' ractors material - men, laborers and engineers with the installation of the on-site:;Systems have been paid in full (i.e., by release of lien or other appropriate means). ISI Warrant to Service •Company that the on-site System installed by De eloper has been constructed in accordance wit I the approved plans and specifications and is in compliance with all governmental and regulatory -1 gency laws, rules and regulations, and that thelon-site System was constructed in a good and wor.4manlike manner. 6 1 i •• (e) Warrant and/or guaranty all on-site Systems being dedicated to Servige Company against faulty workmanship and defective materials for a period of one (1) year fFom the date of Service Company's final letter" of the. Also, Developer shall assign any, and all warranties and/or maintenance bonds and the rights to enforce . same to the Ser,v.ice Company which Developer obtains !, from, any contractor constructing the ons -site i ystems. Developer shall remain secondarily liable on such warranties. If Qeveloper d,q s not obtain such written warranty and/Ar maintTnance bond from igs contractor and delivejr same ato Service Company, which warranty and/or maintenance bond shall be for a minimum period•' of onei' • (l) year, then in such event, Developer, by.j' he terms of this Agreement, covenants!j to ;�pdemnify and save harmless the Servic.Comppy for any loss, damages, costs, clain�p, sui��; debts or demands by reason of defects }n the ;o, site Systems for is period of one year from th date of the final letter of acceptance by t •Service Company. Furthermore, Developer wrants that the "as -built" plans submitted t 1pervice Company are true and correct repr.�sentat n of the guanti y and location of faeil'�ties .j�i�Rlt by Developer in accordance with thA' Agrpment and further warrants that the instaon of rhe on-site Systems are all in accordanF@,•with the plans and specifications submitted t�j Service Company; which latter warranties are *,with limited to one year, but are continu.pg ware nties of Developer to Service Company. ill T I (f) Provide Service Comp, ny wi t�� two sets of all appropriate operation/mainbance and parts manuals. t (g) Further cause to be cpnveyed !to. Service Company, free and clear of •al4 encum)b arices, all utility easements and rights-of.-wayj.[covering areas in which on-site Systems, and ini,Lg�tion systems are installed, or otherwise regti red, in recordable form satisfactory to !Service Company's counsel, on Service Company's standard ,easement form. If applicable, Service 1Companyl may require that Developer obtain a j,oinder.Alpf. any condominium association, cooperative or'Qther vendee of the Property. ilI i (h) Grant easement to Service Co any, in recordable form on Service Company's st;ndard easement form, a 25 foot by 25 foot mxPimum site, or as otherwise required by, Servic'q Company,. for any lift stations constructed', on Developer's Property, along with recordable ingress/egress easements on Service Company''p standard easement form and satisfactory toljI Service Company',s counsel. , �1 Service Company agrees that` the ip uance of the final letter of acceptance for on-site Systems i stalled by Developer shall constitute the assumption of respor�aibility by Service Company for the continuous operation and I aintenance of such systems from that date forward, pubjecI to the terms and conditions contained herein, except as set f rth above. • I ' 40 •• Whenever the development.°f t�l)e'r subject property involves one consumer or a unity of ,title f'several consumerst and/or in the opinion of Service Com an wnership by Service Company of the on-site Systems is nd p y at the option of the Service Com 't neceds�ry or proper, then retain ownership and the obligation for mainteDna Te. Of such loper lon-site system located on the consumer's side of the point of delivery, as shown in Exhibit "C". In the event the Developerreceives.gervice for sewer facilities not owned by the Ser.vice',Company;, :then the Service Company shall have the unconditional option ;at any time c� acquire, at no cost to the Service Compan,i', the ownership of such facilities constructed by Developer. Service Company, shall exercise its option to �Fquire '. ownership of the aforementioned its by giving wr. n, notice to th9 Developer, its successors and assigns, its intention to exercise said option. Within twent df written notice from the Service C'm(anv �,; s upon receipt of successors and assigns, shall transfer,' hi Developer, its Service Company, ownership of the facilitiesin ° cost to the, Service Company shall question. The transfer of ownership r and a shallniBess r�sonsible for the; y; documents for the maintenance of the facilities after the tr,a sfer of ownershiA between the parties is completed. �I In the event that Ser re ►son, does not vide Company, for whatever take possession, orihership;,and control of the on-site System constructed by thee: Devel pier and master metered service to the Developer for '.�th� use of several customers within the on-site facilities, t provides be responsible for maintaining�n Developer shall accordance with reasonably pruenallen °9isite Systems in. Service Company shall have the right to in h�gctrthe facilities) Of the Developer during reasonable business ours upon 24 hours) notice to the Developer. If Service Compd'y determines that the Developer has failed to comply with the;�pr®visions of this' reason Company violation,shatliwh ch ad©int C xPlanation of the have twenty (20) days or such other tim •basis Developer reasonably the necessary to correct the deficiency upon,, i. Service Company shall have the poweni ankailure to. do so Y! service in accordance with the A � ht to discontinue• tariff for non-payment Pr vision of its approved. P yment of bills. ,I , 10. Off -Site Installation required to construct, at his sole ;expens6':certain may sewer and/or irrigation facilities in at Developer's on-site Systems to Servide Com 'rder to connect and/or irrigation systems. p� 's existing sewer' Y In additionr��;' eveloper may be: required to dedicate all or a portion of s:'id off-site sewer: and/or irrigation facilities to Service Com maintenance and operation. Piny for ownership, All � On -Site provisions in Section 9 above:; entitled. Installations, shall also be applied;: where' plicable, to all off-site Systems constructed by Developer. 11. Effluent Disposal. Dpvelopery understands agrees that Service Company disposes of its treated effluent through a spray irrigation irrigation system foe g method utilizing Developer's Pursuant to this understanding, shrugbery, ;crass areas, etc. irrigation system on Developer's IPperp agrees to provide an Service Company may dispose ofpits sefflue rt:�, through which and agreed that Service Company may, not be It is tunderstood effluent for all of Developer's irrigati n needs provide Developer's irrigation system. Servijce company shall through a Developer shall not be required to accept effluent �pany h the brig provide 9Ydtom in any one month in arp•amounc in oxce effluent of 100X f delivered to Developer by the P the amount of water prior monthly billin Provider of ad watcfs service during the t; period, ' 1• 1.0 1, 0 • I G' effluent to Developer a amount of water delivered to eveloperl . �by 'thee provider thetof potable water service during the prior monthly billing period. The parties Further understand and agree that all irrigation mains located on Developer's larger and located on. Developer's proinches six l pe ty shallbe dmaintained by Service Company,, and all irrigation,• mains located on Developer's property which are less than ,six inches in diameter and located on Develo er's Developer, In the event Developer fa is or, refusesshall. be atoematintain the irrigation lines in a condition which will permit effluejlt to be disposed of as contemplated herein. 2q hours afc�r notice from Service Company that the 'Mi t disposal system for irrigation requires certain •maintenance, repairs Qr replacement, Service Company may iundert�ke ,such maintenance, repairs or replacement at the cost -,and ex 'ns� of Developer apd include such cost and expense in toe next���i�1 to Developer as if it were part of sewer service rates, fe t aft charges. 12. Easements. Developer here to Service Company successors and as Y ,grants and gives the terms of this Agreement, the exclusiyygqkgns' but subject to to construct, own, maintain or operate thh�facilitht ie., pto vserye the Property; and the construct,exclusive rig ;or facilities own, under, upon, alter over reply ' and privilege said Future streets, roads, alleyspresentss the present and scrips and utility sites, and any (public lace 'reas rued utility dedicated to public use in the record play or as provided and in agreements, dedications or grants ma' 9f Provided for independent of said record otherwise, and is and all necessary oEE-site Basemen easements shall obtain any order to carry out the terms x may be required �n Developer's expense, and shall c convey sa a tions ato ntent ServicerCompa4t in accordance wqy ith this Prior liens on the Property paragraph. shall .eoeega pes' if any, holding lien , subordinate their q red to release such dedication of the easements for nip ghtor s -1 -wan for grant or Service Company assurance by wlay of ra' y, give Co agreement", that in the event of foreclo d -re, "non -disturbance continue to recognize the easement' s• 11:()f. ' mortgagee would as long as Service Company complies��wis Service Company, Agreement. All Systems t1�1 the Germs of this consumer ins �allations, shall be I� i save and except rights-of-way if not located withil cover by easements or rights-of-way for utility plate I or dedicated roads Y purpose,,. I Developer hereby grants or Y further ',agrees, ,I. hat the foregoing ingress and promises of grants include th�' egress to any part of 'the' fro ng right of Service Company is constructing oe;operat' p Y upon which that the foregoing grants shall be;;Op su hIRg such facilities; Service Company or its successors and period of time as rights, privileges or easements in the. coll require such maintenance, operation or expansion. -of their( ion, ownership, the event Developer and Service ;facilities, that in Company is to install an g°mpanl'.'agree that Service Property lying outside the®streetsaand1easct'�n lands within the above, then Developer or the owners Inent areas described Company, without cost or shat grant to Service necessary easement or easements to Sv�Nice Company, the installation; provided, fOr sue installations b p ' all such private propCrty" as not to Y Service Company shall be n�private property, interfere with the then primary in such a manner property". Service Company primary .ase of such diligence inascertain p Y covenants th t it will usedueshould Service Co�eeRaining all it locations;however dedicated easement area, Servliceany Comfants Epcilities ousidea P Y ill not be required 9 40 •6 to move or relocate any facilities lying oNtside a dedicated casement area, so long as the facilities do not interfere with the then or proposed use of the area in -which the facilities have been installed, and so long as Service Company obtains a private easement for such facility location, which Developer will give if same is within his reasonable -power to doso. The use of easements granted by Developer to Service Company shall preclude the use by other utilities of these easements, such as for cable television, telephone, electric, or gas utilities, or. as otherwise agreed to by Service Company. In the event Developer..fail.s to actually deliver such easement, this document shall serve as,IlService Company's authorization to substitute this AgreemIqrtI as a recorded easement sufficient for Service Company's needs. Service Company hereby agre, s thatl,, ,,all easement grants will be utilized in accordancei.th tho ,established and generally accepted practices of the (sewer V{dustry with respect to the installation of all its facilit gs in any of the easement - areas. However, this It provis#on shall not be constructed so as to require Service Compan ,t® restore those improvements constructed, installed or anted within the utility easement which are not in a ordance with the established and generally accepted pract;jes of the sewer industry with respect to the use of q�tility,e sements. 13.. Agreement to Serve Uponl the completion of construction of the on-site and off -o c��• Systems required hereunder by Developer, its inspection, to 'issuance of the final letter of acceptance by Serv'ce Co ppy, and when all appropriate governmental agency app ovals' ve been received, and when utility systems are in comply nce with Servicq Company's Uniform Sewer Service Policy, and.1the other terms of this Agreement, Service Company covenants ;iI4� agrees that ire wi�l connect or oversee the connection of t�� Systems installed by Developer to the central facilities of',SeKvice Company in acccadance with the terms and intend of is Agreement. Such connection shall at all times be n acco dance with rules, regulations and orders of the appl� ble governmental authorities. Service Company agrees that' --once it provide service to the Property and Developer or a.,ers have connected consumer installations to its syste , •tha':thereafter Service Company will continuously provide, a its c� t and expense, buy in accordance with the other prow sions f this Agreement„ including rule's and regulations and ate s ledules, Service to the Property in a manner to conforri�r with -all requirements oA the applicable governmental authority havi jurisdiction over' the operations of Service Company. 11 In order to avoid over building of excess capacity and non -used and useful sewage collection tre ment and disposal facilities, the Developer agrees thaq•Servi l Company need not have built capacity to fully serve the t tal needs of all developments it has contracted toy' serve i? Service Company agrees, however, that when the vola a of and disposal facilities reaches 70th :sewage treatment p capacity, and provided that Developep. has g ,ven ServiceeCompany proper notice to proceed, indicat'ng its intent to expand development of its property, it rill betgn and diligently, pursue engineering and permitting aptions t expand its plant and equipment in order to acco odate: evelo er's needs. Service Company further agrees that wrhen suc�� volume reaches 00 additional percent Of capacity, it will begin cord truction of such plant and equipment and lcomplete� such construction prior to reachin0 g 10 Company percent of capacity. Failure of Service to meet the provisions of: this paragraph shall be deemed cause for Developer to seek' appe priate remedies in Circuit Court to require compliance wth sai� provisions. al �! 10 IC•• • j n i � It• 14. Application for Service•'I,I•Consumer Installa- tions Developer, or any owner of any parcel of the Property, r or any occupant of any residence,' building or unit locatgd ' thereon shall not have the right to and Shall not connect any Consumer Installation to the facilities!'of Service Company until formal written• application has bgen made to Service Company by the prospective user or sewer service, in accordance with the then effective rules and.. regulations of Service Company and approval of such connection has' been granted. Although the responsibility of conj ecting the Consumer Installation to the meter and/or lines of! Service Company a:t the point of delivery is that of the Developer or entity other than Service Company, with referee?e to syph connections, the Parties agree as follows: (a) All Consumer Installation 'connections must be inspected by Service ICompanyj'before backfilling and covering of any pipes. jj4 (b) Notice to Service Company requesting an inspection of a Consumer Ing•tallation connection may be given by the plum ber'�pk Developer and the inspection will be made witnXnItwenty-four (24) hours, not including Satulr:ays, Sundays and holidays. (c) If Service Company fails to![ sheet the Consumer Installation connection witi', ,forty-eight (48) hours after such inspectibi)' is requested b�+ Developer or the owner of any parcel, Developer or owner may backfill i'or covF'r the pipes without Service Company's approval 1'nd Service Company must accept the connection asito any matter whic� could have been discovAredby' �Il uch inspection. I (d) If the Developer does not{ comply with the foregoing inspection provisions, Service Company may refuse service toga connection that has not been inspected until: Develo er complies with these provisions. i (e) The cost of constructiAg, opel,96ting, repairing or maintaining Consumer Installs{t1ions shall be that -of Developer or a party 'cher than Service Company. 1i1l; (f) If a kitchen, cafeteria, rest urant or other food preparation or dining! faci ty is constructed within the Property, 'the Sebice Company shall have the right to require thA• )a grease trap bq constructed, installed:,and con ected so that all waste waters from any 'grease i:producing equipment within such facility, , includl.tt��g : floor drains i6 food preparation areas, shall .first enter the grease trap for removal before• the wastewater is delivered to the lines of tt :Service Company. Size, materials and construction of such grease trap shall be approved .by Service Company. Any water which is directed'; to a grease trap shall have sufficient Icoolinc ltime so as not to exceed a0° F upon entering sai (grease trap. i All garbage can wash -down are:shall be designed so as to provide a six-inch h h curb around said wash -down area and shall beo greater than six inches larger than the can 'rqn any side. All i r1J it 40 •0 surrounding drainage Ishall �e directed away from can wash area. Gari wash water shall not be directed to any grease trap.; i All gas stations, automobil•e;'service bays or any other use for which. Service Company determines may cause oil or grease;. ' to enter Service Company's sewer system by way of floor drains or other means shall pFovide a sufficiently sized and designed oil/grease Service Company. trap as approved by J(' Where and as ossibe�commercial laundry wasteslshould beunabsorbed Band shall be disposed of�.by means of an interceptor tank and absorption bed ofl.,drain field. Such installations shall :be in -,-accordance with the design standards of Cha er 1OD-6, Florida Administrative Code. �4' Service Company reserve$; the right to periodically inspect Pll oii�,grease traps and to require the Developer, his �.uccessors, heirs or assigns to pump ou said oil/grease traps in order to restore proper -operation of this facility, y il_y Developer agrees tha'� sewage Comto be treated by Service Company from, Developer's property will consist of domestic wastewater and further agrees that it will not allow any. abnormal strength sewage to flow from Deve�per's property to Service Company's sewage trq� meet facility that will cause harm to 'the tr'atment process. %n addition, Developer further. agrees that no wastewaters, fluids ,or otlier� substances and materials which �containl' any hazardous inflammable, toxic and/or industrial constituents, in whole or inlpart, regardless of the concentrations ;(i.e., 'Nil of said constituents shall be discharged into Service Company's sanitary sewer cpillection/transmission system. Developer gr��nt's toI'Service Company the right to sample th Deve'aoperIs sewage, as .-referred to hereinab`gve, t`° compliance with this QIP verify should peany non-domestic wastes grease ra h. but not limited toi;grfloo�j;1.i oils, including, delivered to the lines tri wax or p be responsible for ` e customer will be payment of tie cost and expense required in correcting or re airing any resultin damage. Since the egfluentl:,€rom sewers will be used to irrigate property Ogqed by Developer aqd others, it is imporQr tant th4t no hazardous toxic, etc., wastes a discharged into Service Company's sanitary sewer collection system as described in this ?ara ra hhh property or injury tq g perso l$� which occurs geas to result of such discharge sha l 'not be the legal and/ or financial responsibility of rhe:4, ice Company. 15. Service Com an 's Exclusive' Fii ht Facilities Developer agrees wit Sery a Company to Utility Systems accepted by Service Co� an p y that all Providing Services to the Property �p Y in connection with Its the sole, complete and exclusive o� neeshi k.;oPlSeimes remain i � sins, and partsofCessors anthe Propertysorgresidence�,ylpUildin ore unity cowning onstructed : 12 or located thereon, shall not have ' arly right, title, claim or interest in and to such facilities or any part of them, for any i,- 4M purpose, including the furnishing: of sewer or irrigation services to other persons or entities located within or beyond the limits of the Property. • 16. Exclusive Right to Provide Service - Developer, as a further and essential consideration of this Agreement, agrees that Developer, or the successors and assigns of Developer, shall not (the words "shall not" being used in a mandatory definition) engage in— the business or businesses of providing sewer services to the Property ,.spring the period of time Service Company, its successors ane assigns, provide services to the Property, it being the intention of the parties hereto that under the foregoing provipion and also the provisions of this Agreement, Service Company shall have the sole and exclusive right and privilege•l•to provide sewer services to the Property and tp the,,1;occupants of such residence,, building or unit constructed the on. 17. Rates - Service Company agii es that the rates to be charged tote Developer and indi idual g nsumers of services shall be those set forth in the Ptariff77,�� pf Service Company approved by the applicable governmenta'I+ agency. however, notwithstanding any provision in! this .. its successors and assign's, Agreement, Service Company, may;Jp,stablish, amend or revise, from time to time in the f'� ture, ;,qnd enforce rates or rate schedules so established and ;,enforeg•d and shall at all times be reasonable and subject to ;I,f egulations by the applicable governmental agency, or ',as may1;10e provided by law. Rates charged to Developer or cpnsumerss,�� located upon the Property shall at all times be identical `o rates charged for the same classification of service,l,as are�loc may be in effect throughout the service area of Service Company. Notwithstanding any provision i' this Agreement, s:rvice Company may establish, amend or K vise, from time to time, in the future, and enforce rues andlfegulations covering sewer services to the Property. however,',Iall such rules and regulations so established by Service Company shall at all times be reasonable and subject to' such regulations 'as may be provided by law or contract. Any'--such initial or future increased rates, rate schedules and rules and regulations este lished, amended or revised and enforced by service Company om time to time in the future, as provided by lbe binding upon Developer; upon any person or othe entit,yyI holding by, through or under Developer; and upon an usec;i�',r consumer of the services provided to the Property by�Servicl� Company. 18. Bindin Effect of reemc.0 - This Agreement shall be binding upon and shall., inurd- 'to the benefit of Developer, Service Company -and their res!�ective assigns and successors by merger, consolidation,, conveyance or otherwise, subject to the terms and conditions of•, this Agreement as contained herein. Developer understand$'• and agrees that capacity reserved hereunder cannot and shalnot be assigned by • Developer to third parties without the :•written consent of Service Company, except in the case of a bona fide sale of Developer's property, or other valid transfer or assignment of property, including, without lim'itatiori,' the transfer or assignment of the property as a resy-lt of a judicial proceeding, such as mortgage foreclosure or sale, and assignment for the purposes of o�taininglfinancing. ' In any such case, the Developer shall provide a {notice or evidence of such assignment, or partial assignment as:11the case may be, to ti Service Company, anService Compalny shay have the right to I � F fill 40 s• renegotiate the terms of this Agreement with assignee or the transferee. Such approval to sale, transfer or assignment shall not be unreasonably withheld. Nothing herein shall preclude sales of individual units land assignment of rights of sewer service pertaining thereto. 19. Notice - Until further wrietcn-notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by 'mail or by telegram, and if to Developer, shall be mailed or delivered to Developer at: , Gordon S. Nutt x '® _ ngwoo 1a. 32750 and if to the Service Company, at: Sea Oaks Utilities, Inc. Post Office Box 157 Wabasso, Florida 32970 ' 20. Laws of Florida ThisA reement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execition by both parties hereto, subject to any approvals which myst be obtained from governmental authority, if applicable'. i': 21. Costs and Attorne s; Fees In the event the Service Company or Developer are I required to enforce this Agreement by Court proceedings or; other w'�Se, by instituting suit or otherwise, then the prevailing par X shall be entitled to recover from the other partyall. appe..l. 'I' costs:':ncurred, including reasonable attorney's fees, including �torney' s fees on 22. Force Maieure - In the,� event that the performance of this Agreement byl'Servi©� Company to this Agreement is prevented or interrupted in;•Fonsequencr~ of any cause beyond the control of Service Company''insequeng, but not limited to, Acts of God or of the public em, rgency, allocation or of other'. g . `rlemy' war, national strictions upon the use •or availability of labor ore aterials,ntal grationing, civil insurrection, riot, racial Ori. civil' 'rights disorder or demonstration, strike, embargo, flood,tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm,: hurricane, earthquake, or other casualty;, . or disaster or catastrophe, unforeseeable failure 'ror breakdown of pumping transmission or other facilities, :any aqq all governmental rules or acts or orders or restrictions" 'r regulations or requirements, acts or action of-an.y gone 1ment or public or governmental authority or commission or 1igard or agency or agent or official or officer,. -the enactmen4•of any statute or ordinance or resolution or regulation or (rule or ruling or order, order or decree or judgment or restraining order or injunction of any court, said party shal�not be liable for such non-performance. 23. Indemnification and hold Service Company harmless efrom pand�ac�rees to indemnify liabilities, claims, damages, costs and 'f'gaiPpen c any and all reasonable attorney's fees) to which ServicojCompany maycluding become subject by reason of or arising out; of Developer's breach or non-performance of this Agreement. This indemnification provision and all warranty provisions shall.!survive the actual connection to Service Com I pang s sewer systems.• i rid. I r MISCELLANEOUS PROVISIONS 24. Recordation of Agreement -,Upon completion of execution of this Agreement, by Developer. and Service Company, Service Company shall, at Developer's expense, cause this Ag-eement to be recorded with the Clerk of the Court of Indian River County. ® 25. The rights, privileges, obligations and covenants Of Developer and Service Company shall survive the completion Of the work of Developer with respect to completing the facilities and services to any>developmeht. phase and to the Property as a whole. 26. This Agreement supersedes alb' previous agreements or representations, either verbal., or wriL�en, heretofore in effect between Developer and Service- Company, made with respect to the matters herein contained, ani, when 'Oply executed, fully constitutes the agreement betweeln Developer and Service Company. No additions, alterations or variations of the terms of this Agreement shall be valid, dor can.' provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers are expgessed in writing and duly signed by all signatures herein.i 27. Whenever the singular numbp.K is used in this Agreement and when required by thq contgaf, the same shall include the pl;!ral, and the mascyline, ;f minine and neuter genders shall each include the others' t 28. Exhibits mentioned h''rein have been signed or initialed by the duly authorized of icers,;4gents or attorneys of the parties hereto and are hereby incorporated herein by reference and made a part hereof as fully: as if set forth herein. 29. Whenever a y, �t approvals of an nature are required by either party to this Agreement, it is agreed that same shall not be unreasonably withheld or dela ed. 1 1. 30. The submission of this 'Deve.l.gper Agreement for examination by Developer does not; constitute an offer but becomes effective only upon execution thereof by Service Company. 31. —Capacity reserved hereunde-r'' to service the P: aperty described on Exhibit "A" m-ly not tie; assigned to other properties. 32. Notwithstanding the gpllonag ''calculations that could be made hereunder relative ]to ERCgkiby the execution hereof, Developer agrees that the iintention.'of this Agreement is to reserve a given number of units of capacity for the property described in Exhibit "A" ar)d not other calculations. for purposes of any :i; 33. It is agreed by and between the parties hereto that all words, terms and conditions contained herein are to be read in concert, each with the other, and. that a provision contained under one heading may be' consic>,ered to be equally applicable under another for the interpretation of this Agreement. 34. The parties hereto recognize that prior to the time Service Company may actually eommencv upon a program to carry out the terms and conditions of this. 'Agreement, Service Company may be required to obtain approval'I'from various state and local governmental authorities having;ljurisdiction and [4b [0 [lie it it regulatory power over the construction!, maintenance and operation of Service Company. The Servi.ce•ICompany agrees that it will diligently and earnestly, at Developer's sole cost ang expense, make the necessary and proper .;applications to all governmental authorities and will 'pursue' the same to the end a•d that it will use its best efforts to obtain such approval. Developer, at his own cost and expense, agrees to provide necessary assistance to Service.+Cgmpany in obtaining the approvals provided for herein. `. Upon: execution of this Agreement, Service Company may require the payment of a reasonable fee to' defray Service Company's legal, engineering, accounting, administrative and cgntingent'expenses. 35. Regardless ofwhere , execti.4d, this Agreement shall be construed according to ;the law'' the State of Florida. I. Utilities36are In necessary event forhathe .I Develo aerof Developexistiner sewer will reimburse Service Company in full for such•'rglocaDevel 37. Failure to insist up9n strict compliance of any of the terms, covenants or conditions herein shall not be deemed a waiver of such terms, covenant or conditions, nor shall any waiver or relinquishment of I ny right or power hereunder at any one time or tiipes be ddeemed a waiver or relinquishment of such right or power aE�ll�any other time or times. 38. Service Company shall, I at able times and hours, have the right of inspecrrion ofl�Qevelopern s internal lines and facilities. This provision, shall; be binding on the successors and assigns of the Developer. 39. This Agreement is bi6ding the parties hereto, includi EMI: assigns of the ql successors and c�, ga�any municipal orernmental purchaser of Serviced Company!. This Agreement shall survive the sale of Service Coj�pany tlolany party. 40. There shall be no liability whatsoever on Service Company for failure to deliver sewer SfFvice to Developer according to Developer's needs or schedules. This Agreement constitutes a promise of good faith and ;not a timetable for delivery of utility services, except,as herein provided, 41. Each party hereby agrees t9 grant such further assurances and provide such additional dpcuments as may be required, each by the other, in order to 'perry out the terms, conditions and comply with the express,, intention of this Agreement, except as herein provided,: ' 42. 'The parties hereto a�knowle�ge that legislation was enacted by the United States .Congregj which results in ccntributions made to the Service', Company- after January 1987, being fully taxable as.ordinary 1, incor�H. Th recognize that both cash and e parties also property contributions to Service Company may be taxable under this new law. ;Developer therefore agrees that under this new legislation, ti" contributions made by the Developer may become taxable; incomeiges as are necessary �to Service Company, and Developer will pay such additional char to reimburse the Service Company Or the Federal and/or State Of Florida income tax effect :Of Developer.. cori�Cibutions made by Accordingly, the Developershy 1 pay a tax impact amount, which is calculated in accordance �ryth the order of the Florida Public Service Commission relating -I; o this issue, being order No. 16971, in Docket 860184,.befor7 ic Service Commission, issued December 18, 19x6, as s�i ee may lbe amended from time to time. The precise for ula isllset forth on Exhibit i Ir •, I f- I e •• "D" to this Agreement and by reference made' mons part hereof. The Y due for tax impact for cash contributions -in -aid -of - Construction shall be paid at the same time as the cash contributions -in -aid -of -construction: are made to the utility. t, Monies paid for the tax impact of a;,donation of mains or other on-site or off-site facilities shall be paid when plans for such off-site or on-site mains or other facilities are approved by Service Company. * - 43. The parties hereto acknowledge that the capacity reserved hereunder by Developer has been previously reserved by Set oaks Development Company, and :'that Sea Oaks Development Company has agreed to the transfersof 4,�6 its reserve capacity to Developer. The CIAO bug blestofsaid transferred ERC's have been paid in 411b Development Company. Y Sea Oaks I. IN WITNESS WHEREOF, Developer and•,)r executed or have caused this Agreement, wilt the cnamed pExhibitany s attached, ,to be duly executed in seyeral cqq nterparts, each of which counterpart shall be considered, an ori incl executed copy Of this Agreement. , I WITNES5ES: SERVICE COMPANY: SEA OA UTILI YES, INC., f a F1 is c 0 ation its DEVELOPER: - -� By: JOINDER AND CONSENT OF PROPERTY OWNER (if Other, Than Developer): By: i MORTCA.EE JOINTER (if applicable) , By.. iI By For SERVICE COMPANY: ;TATE OF FLORIDA ' COUNTY OF `//� yt 4«. 110t eLo i u this day og of l nstrument was a�t nowledg d�- fore me bY,/�� LTi,. �L Notary :P,ublie - State of FIOCIda My Comm�,p,ionrE�pi fess: Y�dvur•,;u on' 1r►► Not. I� a n w 0 0 T n n 1< n o I. P — n M r<nn I n r� O - n 7 .. Ip N fD n N � H a C T R a o n � T�7 Ing n ISD n Pt Gb _n fes. n'.O M 9 n < C O a n n (0 u o < to r- 0. r) n n C2 Cr rt 3 c n(�Wn ro n tom n n a N O Tin a n Iu n a m M 7 n 0, " W O 6 W 7 , `C ,-• W •O n n n a O n a� C Cn� + n (p r� a n o n ®o ,�- w < n, n n �W�^rDry ^ O W f7 G W n t9 •© n u�oa° o ° CL r a n M I ° � v v n R o .o W 3 C' rw O 9 r a n n ^ ^ Ku For DEVELOPER: STATE OF FLORIDA dl. COUNTY OF n.�.t � ?, . �Ihe foregoi 'g this ,.t� c day of . ei,G� instrument was ack wledged be 'ore me `/ti�;La.� III r 1987, by . / �tt !7t Notary PU Q�- of Florida My,Comm'ssiOR Expires: Notary Public, State a flotilla For MORTGAGEE JOINDER: My Canmwsion Expires Nor. 1, 1999 ae,daa W, too, leu • {u,ua,a W, . STATE OF FLORIDA COUNTY OF, The foregoing instrument Vas acknowledged before me this day of 1987, by Notary Public,- State of Florida My Commission. Expires: For PROPERTY OWNER: STATE OF FLORIDA �. COUNT OF this The foregoing instrument was acknowledged before day of 1987, by me Notary Public - State of Florida My Commission: Expires: i• n I • .I i.l I' 1878P/de 02/10/87 18 ® 0 PROPERTY DESCRIPTION GORDON NUTT Government Lot 2 of Section 26, Township"31 South, Range 39 East, Subject to right-of-way for State Road 510 over Noith 40 feet of said Lot 2'and subject to existing i right-of-way 100 feet wide for State Road A -1-A. Government Lot 1, Section 26, Township 31 . South, Range 39 East, according to the official plat' of the, 'survey of said lands returned to the General Land Office by, -the Surveyor General, together - with all riparian rights anil all tenements and hereditaments thereunto belongingi�.or in'I.anywise appertaining; EXCEPTING, the North 25 feet thereof itpgether with riparian rights, quit -claimed June 27,o 19271f to Wabasso Bridge Commissioners of ]Indian River County,; ;'Florida, for highway purpose; ALSO EXCEPTING a parcel described as beginning at a point which is 316.9 feet East of the 'Northwest corner of said Government Lot 1, and 25 feet Sout-. pf the, North line of said Lot 1, thence East parallel to the North' linel!of Lot 1, 183.5 feet to the high water line of the Atlantic, Ocean!;; thence Southerly along said high water line about 115,4 feet, thence Westerly parallel to the North line of Lot 1, a distance .of about 231.35 feet; thence North 105 feet to the point of beginning; containing one-half acre; together with riparian rights appendant or appurtenant thereto, conveyed to the Commissioners of,yabasso. Bridge District on November 3, 1927, for public purposes. ?ALSO EXCEPTING a'strip of lana 100 feet wide situate o�rer, h'rough and across said Government Lot 1, Section 26, Township li South, Range 39 East, conveyed to the State of Florida f,or th . Pse and benefit of the State Road Department of Florida on Mare 17, 1958, by Special t,�arranty Deed recorded in Official Rec 'i� s gook 35, Page 393, etc., Indian River County Records. i qIl i. `I WXTNF, SES,: DEVELOPER: /•lC % \ �/ c� By: /• i"'[�-� / � CCI' . EXHIBIT °A" i ,• r r1 LJ DEVELOPER: CORDON S. NUTT I] EXHIBIT "B" PLANT CAPACITY AND PLANT CAPACITY CHARGES 1' Service Company acknowledges to Developer that Sea Oaks Development CO -s the developer of Sea Oaks, which property, along with Developers Exhibit A property, is covered under a separate Developer Agreement between Sea Oaks Development Co, and Service Company, has paid for the plant capacity charges/ cost of providing the treatment and disposal capacity, as described below. The aforementioned Sea Oaks Developers Agreement contemplated acquisition and subsequnt ExhibiteAtpropertyion andof the executionaofethisnExhibitsBlby�Servicefor CompanylandrSea Oaks Development Co. shall constitute acknowledgement by the parties as to the treatment and disposal capacity assignment in the amount described below: A. A 300 room hotel (east side) B. A 180 room tourist commercial hotel (west side) C. 52 villas .!;condominium)' _ ..-(east,:side}_.-�- — D. 5 acres of professional office space (west side) E. 8 acres of general retail commercial (west side) F. 100 condominiums (west side) AVERAGE DAILY FLOW OF GALLONS PER DAY 36,000 21,600 yr "-'20;800 8,000 17,200 40,000 'he 145,600 gallons of average daily flow represents the total capacity —that Sea Aaks Development Co. agreed* to allocate and'�siak� available to Developer's Exhibit "A" property. Service Company and Sea Oaks Development Co. agree chat Developer may modify any one or more of his development plans, the unit mix and specific allocations of capacity to any of the above products included in a revised -development plan. provided that insodoing. the Developer does not exceed actual aggregate average daily flow of 145.600 gallons per day. Should Developer desire capacity in excess of this amount, then Developer shall be required to request additional capacity subject to availability of capacity at the then existing approved races, charges and policies of Service Company. After development of Developer's Exhibit A property, Service Company will, at the discretion of Developer, allow Developer to re -allocate to Sea Oaks Develop- ment Co. any unused capacity. The determination of the excenc'of unused capacity rests solely with Service Company, and such determination shall be made by Service Company in accordance with generally accepted engineering and utility practices and standards. 1 of 2 All refundable advances, loans and interest thereon attributable to this capacity and any other investment in Service Company which may have Leen made by Sea Oaks Development Co. shall remain the sole property of Sea Oaks Developent Co. SERVICE COMPANY: NORTH BEACH WATER COMPANY • By: Preston 1. Perrone, its President S • WITNESSES: J, 63740/de DEVELOPER: CORDON S. NUTT By: ( / � cttt�� W/I/T�NESS S.- 2 : 2 of 2 SEWER SYSTEM CONTRIBUTIONS and aThe Developer shall install ;he following pipe. mains ppurtenances thereto and dedicate same to Service Company, Said installations are to be in accordance with'the approved plans drawn by . bein Sheets through, dated g.Dr4wIng.No. ,* Sanitary Sewer: NOT AVAILABLE SERVICE COMPANY: IVELI�ERS� I . �. WITNESSES: I i WITNESSES,: * In the event that the Plans and Specifications described above are not available at the time of the sigping of this Agreement, then such Plans and Specifications shall;be provided to Service Company by Developer within eight (8) years from•'date of this Agreement in the form of Exhibit "C" , shall a period of 18 months of advance noticeervice beforeComitpisyrequiredato provide additional capacity for units to be served'in accordance and with those klans and Specifications. Exhibit "C" shall be signed fective for Contractdassiffsuch signedlonetheate and originalhdatebofethViDeveloperthis Agreement. �i It I • I .. li l EUIP' '' a A of E Ll SCHEDULE C EXTENT OF ADDITIONAL OFFSITE IMPROVEMENTS NEEDED TO SERVICE TWO PROPERTIES ? C.R. 51 A-1-A 43 Ac. TIE INTO EXISTING F. M. — WITH V TAP I , G.L. 2 j G.L. 1 PROPERTY EAST OF 1 A -1-A 17 Ac. ;G e a I T4 S�R CROSSING-------- EFFLUENT IRRIGATION TAP &CROSSING EAST A WEST SIDE NOTE: UPON 'COMPLETION OF DEVELOPMENT, INTERNAL SANITARY COLLECTION/TRANSMISSION SYSTEM WILL BE CONNECTED TO OFFSITE LINES ONLY AT LOCATIONS INi3ICATED. 'eAm c3/ r 40 of APPLICATION CG S, PLAN REVIEW CHARGES INSE 1.PECTlIONC ORDCH A#tGES jNG AND LEGAL FEES t TheDeveloper agrees to pays' in order to induce Service Company to provide service, te' following Charges, Recording Charges, Plan Rev Ijh Application Charges, Inspection arethose which are C Charges and Legal Fees. Said". charge's outlined in Service Company'sUniform- Sewer Service Policy approved by the Indian R,,Colfnty' Commission, and, accordingly, these charges may, be cha' With the approval of the Commissipn. _ Aged from time to time Ii: _Payment Schedulel•I ITEM I I A licatidn Char" s Service Company imposed an Application Charge equal to its actual cost. Developer salt lig'y' Service Company the lines anion Charges prior to S rvice ompany's acceptance of lines and facilities installed b Service Company for ownership and�operaDeve on. to be dedicated to ITEM II Recordin I' har es l Service Company imposes 'a Reii�rding Charge equal to its actual cost. pt for to Developer accept ees to 'pay Service Company, the actual Recording Charges anceSao.•,lines and facilities, established by the Clerk of t-heiCircuiit court of Indian River es are those County. ITEM III Plan Review Charopp Service Company imposes Ia Plan,IlReview Charge equal to its actual cost. Developer agre s to Man Review Charge prior to Se vice Cy Service Company the lines and facilities. Service om an mpany s acceptance of Review deposit of $500.00 paid onp y'Ishall credit the Plan for the Plan Review Charges. � by Developer ITEM IV Service Company imposes .% ..III Charge equal to its actual cost, not to exceed 2: perce{t of the construction cost, eittrer actual or estimated, o� the subject sewer facilities as installed by the Developer11. Developer agrees er pay same prior to Service Company's a� ePtance of lines anto d facilities from Developer. ITEM V Legal Fees SII' $250 or actual Dev�lo cost9togdeferpay Orvice mpany the greater. of in the negotiation and preparationloti ftthis�Ag9ea m fees t s and costs ITEM VI ' . Tax R ver ' i The tax impact amount to be collected b contributions-in-aid-of-canstructin Q y reason of shall be determined using the form�lQqla mad by the Developer TAX IMPACT w R II I'. EXHIBIT Page 1 of 1) R = Applicable marginal rate of Federal and State Corporate Income Tax if one is payable on the value of the contributions which must be included in'. taxable income of tie utility. 2) R shall be determined as follows: R = ST + FT (1 -ST) ST = Applicable marginal" rate Qf State Corporate Income Tax I' I; .?III�I:: •• FT = Applicable marginalJ{ rate Federal Income Tax, either corporate or,!indiv'idual. i. .;. 3) F - Dollar Amount of charges paid to a utility as contributions in aid of construction which must be included in taxable income of the utiity, and whish had been excluded in taxable income pursuant to Seption �18(b) of the Internal Revenue Code. I' 4) P = Dollar Amount f propq;ty conveyed to utility which must be included in taxa4le income of the utility, and which had been excluded from taxable income pursuant to Section 118(b) of the Internal Revenue Co'de. SERVI M DgEI,Ot, Ri:,I/ l\ By By: �' it1,rJ q�C' ' 'F47 WI NESS)SS• I� ;Ila •I �i EXHIBIT "D" Page 2 of 2 ' HIM s 111mo9 11 I LOCATION MAP u I` .I i' I; r; � I . i. DEVE PE. , II . EXHIBIT "E" II I • 00 ................... ........... -------- ................ SEF' -2.-1K 3'S 13:59 FK(l O.C41 f ILR+II 'IEt!6EP TO 1::_M F -e-93 I .07 AMENDMENT TO DEVELOPER AGREEMENT This Amendment to Developer Agreement nade and entered this day of , 1989, by and between GORDON S. NUTT; hereinafter re erre to as "Developer', and SEA OAKS UTILITIES, INC., hereinafter referred to as "Service Company". WHEREAS, Developer and Service Company entered into that certain Developer Agreement dated February 20, 1987; and WHEREAS, Developer and Service Company wish to amend the terms and conditions of said Developer Agreement; NOW, THEREFORE, in consideration of the mutual undertakings and agreements herein contained and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows: 1. Exhibit A to the Developer Agreement is amended by adding thereto the following property descriptions: All that part of Government Lot 3 lying East of the centerline of Jungle Trail, Section 26, Township 31 South, Range 39 East, said land lying and being in Indian River County, Florida, less and except the North 40 feet of said Government Lot 3, less and except the right-of-way of State Road S-510 and Jungle Trail; together with From the Southeast corner of Government Lot 7, Section 26, Township 31 South, Range 39 East, run North 00 degrees 28 minutes 45 seconds West 64.56 feet to a point on the East right-of-way of State Road AIA for the point of beginning, thence run North 31 degrees 08 minutes 17 seconds West along said East right-of-way line of State Road AIA a distance of 1449.14 feet to a point of intersection with the North line of the aforesaid Government Lot 7, run South 89 degrees 59 minutes 36 seconds Fast, along said North line of Government Lot 7 a distance of 664.50 feet, more or less, to the mean high water line of the Atlantic Ocean, run South 32 degrees 37 minutes 40 seconds East along said mean high water mark a distance of 140.04 feet, more or less, to the East line of the aforesaid Government Lot 7, then run South 00 degrees 28 minutes 45 seconds East a distance of 1122.35 feet, more or less, to the point of beginning, being all that part of said Government Lot 7 lying East of East right-of-way of State Road AIA. 7.. Except as amended hereby, the terms and conditions of the Developer Agreement remain in full force and effect. - Cordon S. Nutt SEA OAKS UTILITIES, INC. 394'.)Y/plc `rF•__E.-1!:=:9 1::5 : FFn_tl9 Il DAD GILNdl )DE CEP 11 TO P.L's. CEaTIFXC-A—" INDIAN RIVER COUNTY, a political Subdivision of the State of Florida, hereinafter referred to as "COUNTY", hereby certifies to GORDON S. NUTT, hereinafter referred to as "DEVELOPER", that; The COUNTY acknowledges that the two letters attached hereto and made a part hereof are part of the Developer -s Agreement between DEVELOPER and SEA OAKS UTILITIES, INC:^ as assumed by the COUNTY. A IN WITNESS WHEREOF, COUNTY has Caused this Certificate to be executed by its proper officers thereunto duly authorized this 29 day of 1989. WITNESSES: INDIAN RIVER COUNTY, FLORIDA I 4090P/du 09/26/89 By: - — mann Rver Cn Aw oved Date Admin. Lerm. I Budget i a 9 � Dept. � L.- �h 7 Risk Myr. v (�rnpa� Lj NORTH BEACH WATER COMPANY 3339 Cardinal Drive P.O. Dox 157 Vero Beach, FL 32963 Wabasso, FL 32970 (305) 231.6860 February 20, 1987 Mr. Gordon Nutt P.O. Box 1137 Longwood, FL 32750 Re: North Beach Water Company - Developer Agreement Dear Gordon: This will serve as a memorandum of agreements between yourself and North Beach Water Company which are in addition to the Developer Agreement executed between us on the 20th day of February, 1987. 1. In accordance with Paragraph 5 of the Developer Agreement we have received the requisite Notice of Intent to be served concern- ing the hotel and villas on the.east side of State Road A -1-A. 2. With regard to the provisions of Paragraphs 31 of the Developer Agreement, we have agreed that you may assign your rights, obligations and capacity under the Developer Agreement to Wingfield Development Company upon your demonstration to the Service Company that Wingfield Development Company is financially responsible, and upon such approved assignment, the Service Company shall release you from any future re- sponsibilities under the Agreement. 3. Nothing in Paragraph 38 of the Agreement relieves the Service Company from providing service in accordance with the Agreement and does not constitute a limitation on service to you. 4. The terms of Paragraph 41 of the Agreement shall at all time be applied in a uniform and non-discriminatory manner to all Developers served by Service Company. In the event that Service Company charges its policy with regard to the provisions of Paragraph 41 such changes shall apply for all developers. 5. The Agreement shall not be recorded on the public records of Indian River County, Florida unless all Developer Agreements executed by Service Company are so recorded, except that Service Company shall always reserve the right to record the Developer Agreement if you refuse to grant Service Company the necessary easements in the form and manner described in the Developer Agreement. G J •• 6. In the event that Sea Oaks Development Company fails to pay guaranteed revenue which is necessary to continuously reserve your capacity for potable water service under the Developer Agreement, then before any default is claimed by virtue of such failure, Service Company shall give you 30 days written notice to cure the default insofar as Service Company is concerned. We hope the above will clarify the remaining issues in the agree- ment. Please acknowledge your concurrence to these matters by signing the enclosed copy of this letter and returning it in the envelope provided. Very truly yours, NORT EACH WA q COMPANY Preston I. Perrone, its President Acknowledged by: Gordon S. Nutt -2- SEA OAKS FUTILITIES, INC. 4(57 (.ARDINAI. DRIVE %'IfRO II1:A(.I1. FLORIDA (2961 (4115) 2-11.6460 February 20, 1987 Mr. Gordon Nutt P.O. Box 1137 Longwood, FL 32750 Re: Sea Oaks Utilities, Inc. - Developer Agreement Dear Cordon: This will serve as a memorandum of agreements between yourself and Sea Oaks Utilities, Inc. which are in addition to the Developer Agreement executed between us on the 20th day of February, 1987. 1. In accordance with Paragraph 7 of the Developer Agreement we have received the requisite Notice to Proceed concerning the hotel and villas on the east side of State Road A -1-A. 2. With regard to the provisions of Paragraphs 18 of the Agree- ment, we have agreed that you may assign your rights, obligations and capacity under the Developer Agreement to Wingfield Development Com- pany upon your demonstration to the Service Company that Wingfield Development Company is financially responsible, and upon such approved assignment, the Service Company shall release you from any future responsibilities under the Agreement. 3. Nothing in Paragraphs 13 and 40 of the Agreement relieves the Service Company from providing service in accordance with the Agreement and the references in Paragraph 13 to actions to be taken by the Ser- vice Company when capacity reaches certain levels in not a limitation on service to you. 4. The terms of Paragraph 42 of the Agreement shall at all time be applied in a uniform and non-discriminatory manner to all Developers served by Service Company. In the event that Service Company changes its policy with regard to the provisions of Paragraph 42, such changes shall apply for all developers. 5. The Agreement shall not be recorded on the public records of VIndian River County, Florida unless all Developer Agreements executed by Service Company are so recorded, except that Service Company shall always reserve the right to record the Developer Agreement if you refuse to grant Service Company the necessary easements in the form and manner described in the Developer Agreement. 40 G-III the event that Sea Oaks Development Company fails to pay guaranteed revenue which is necessary to continuously reserve your capacity for sewer and irrigation services under the Developer Agree- ment, then before any default- is claimed by virtue of such failure, Service Company shall give you 30 days written notice to cure the default insofar as Service Company is concerned. We hope the above will clarify the remaining issues in the agree- ment. Please acknowledge your concurrence to these matters by signing the enclosed copy of this letter and returning it in the envelope provided. Very truly yours, SEA OAKS U'TILI3jzj, INC. Preston I. Perrone, its President Acknowledged by: Cordon S. Nutt -2- SERVICE AGREEMENT THIS SERVICE AGREEMENT ("Agreement") made and entered into this 13th day of aril CORALSTONE UTILITY COMPANY,— a Florida r1987,b corporation,and betgeen referred to as "Coralstone" Shereinafter Florida corporation, hereinafter SEreferredUTtoiTIES, INC., a Company as "Service WHEREAS, Coralstone is the holder of a franchise to operate a sanitary sewage system in Indian River County, Florida, issued to Consolidated Vista Development Corporation, cited as Coralstone Club Utility Company Wastewater System Franchise, pursuant to Resolution No. 86-49 of the County, in the franchise area described in said Resolution; and WHEREAS, Coralstone desires that the Service provide central sewage coil Company ection service for wastewater collected by Coralstone's sanitary sewage system herein described and is willing to accept treated effluent suitable for irrigation purposes as provided herein; and WHEREAS, the Service Company is willing to provide, in accordance with the provisions of this Agreement and Service Company's Uniform Sewer Service Policy, central sewer and effluent disposal services to Coralstone's sanitary sewage system and thereafter operate applicable facilities so Coralstone's sanitary sewage that system will receive an adequate sewage collection and disposal service from Service Company; NOW, THEREFORE, for and in consideration of premises, the mutual undertakings the and agreements herein contained and assumed, Coralstone and Service Company hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: (a) "Consumer Installation" - All facilities ordinarily on the consumer's side of the point of delivery. (b) "Contribution -in -aid -of -Construction (CIAO " The sum of money and or the value of the property represented by the cost of the sewage collection and irrigation systems, including lift stations and treatment plants, constructed or to be constructed by Coralstone or owner, which Coralstone or owner transfers, or agrees to transfer, to Service Company at no cost to Service Company in order to induce Service Company to provide utility service to specified Property, Contribution -in -aid -of -construction (CIAC) does not include money required to be collected from Coralstone and paid to Indian River County for utility asset acquisition Purposes. (c) "Development Phase" - A subdivision or construction phase of the construction of utility facilities on the Property. J (d) "E uivalenk Residential Connection ERC)" factor used to convert a given average dailyA (ADF) to the equivalent• number of residntial flow onneCtions. or this Purpose, the average daily Of (ERC) is estimated to bere350 e tial gallons °nnecton (gpd). The number of ERCs contained in per ay • 9Pa. is determined by dividing that ADF bgiven350 A res.idential, commercial or industrial • may thus require a consumer larger or smaller number of gallons per day than 350 depending upon actual sewer demand characteristics. • • (e) "Guaranteed Revenue" An amount S ufficient to defray all or a portion ogf money Company's cost of maintaining stand-by Service availability for Coralstone as defined y service Administrative Code and Orders of then Florida Public Service Commission. , or its successors, from time to time (f) "Notice to Proceed" Coralstone express1,n A document executed formal by the Agreement, for specificsewer service. to (9) "Point of Deliver " or meter s The Point where the pipes ( ) of Service Company are connected with the sewer or irrigation pipes of Coralstone. Unless otherwise indicated, the point of delivery Shall be the customer's side or discharge side of the sewer main or last manhole owned and operated by Service Company for sewer service. Service Company shall, according to the terms and conditions thereof, own all pipes and appurtenances to the point of delivery, unless otherwise agreed upon. The appurtenances inside the Pipes and belong to others. Point of delivery shall (h) "Service" - The readiness and ability on the part of Service Company to furnish and maintain sewer treatment and effluent irrigation service, which includes irrigation service, to the point of delivery for each lot or tract (pursuant to applicable rules and regulations of applicable regulatory agencies.) (1) "S stems" - All of the sewage collection, Pumping, treatment facilities and effluent disposal and equipment, including, without limitation: collection mains, lift stations, force mains, treatment equipment, storage tanks, effluent irrigation pumps and effluent distributions mains. (7) "Pro_ peY_" - The word " this Agreement shall "mean S as used within franchise area of SO much of the Resolution Coralstone set forth in Florida, as N is more of Indian River County, Exhibit "A"� Particularly described on 3• Connection Char es contribution of ny S aystem, where induce Service Company to provide - In addition to the applicable, and further to Service, Coralstone hereby ,U J 0 0 agrees to pay to Service Company the charges: following connection Contributions -in -aid -of -Construction - Plant Capacity Charge - A chargewhich reflects Coralstonq's contribution of a portion of the cost of construction ® of treatment plants and hydraulic share Systems. of off-site Payment of the connection charges does not and will not result in Service Company waiving any of its rates or rules and regulations, and their any enforcement shall not be affected in manner whatsoever by Coralstone making payment of same. Service Company shall not be obligated to refund to Coralstone the Ufa reasonowhatsoever, rtion Of thexcelteforfthat which ne tion charges for any Exhibit "S", nor shall Service Company y Provided for in Of interest upon the connection charges pay interest or rate Neither Coralstone nor any person holding any right or other entity by, through or under Coralstone, or otherwise, shall have any present or future right, title, claim or interest in and to the connection charges paid or to any of the Systems or other properties of Service Company, and all Prohibitions applicable to Coralstone with respect to no refund Of connection charges, no interest payment on said connection charges and otherwise, are applicable to all persons or entities. Any user or consumer of sewer or irrigation service shall not be entitled to offset any bill or bills rendered by Service Company for such service or services against the connection charges paid. Coralstone shall not be entitled to Offset the connection charges against any claim or claims of Service Company, including claims for breach of contract, damages or charges of the like of Service Company. 4. Payment - Coralstone shall pay, in full, plant capacity charges, as provided in Exhibit "a", for all capacity reserved hereunder at the time of execution hereof. This Payment may be for specific Development Phase. However, plant capacity shall only be reserved for that which treatment plant capacity charges have been paid. In the event Coralstone elects to pay treatment plant capacity charges in phases, he shall pay such treatment plant capacity charges in full for each Development Phase prior to the commencement of each such Development Phase at the then effective charges, 5. EEcuivalent Residential Connections Reserved The parties agree that the capacity neededto provide service to the Property is 165 Equivalent Residential (ERGs) for wastewater Connectionsremoval. Coralstone .agrees that the number of units of capacity reserved hereby shall not exceed the number of units of development for which capacity is reserved hereby pursuant to Exhibits "8" and 6• Notice tP- The parties recognize that before Service---Comp--Y-------n-----,- ancabegin to carry out this' Agreement, Coralstone must pay to Service Company connection charges as shown in the attached Exhibits and provide Service Company with a written Notice to Proceed, when appropriate. understood and agreed that It is Service Company shall be allowed a 12 -month period of time to construct facilities necessary to provide Service to the Property after receipt of the written Notice to Proceed. 7. Guaranteed Revenues - Service and collects guaranteed revenuesfro, property Cowners, builanders J� 3 �a' • of 0 or Coralstones in order to defray Company's costs a portion of Service for ownership, operation and maintenance of non -used and useful utility facilities as outlined in Service Company's Uniform Sewer Service Policy. -Is guaranteed revenues on each phase of Coralstone shall commencing at the time that Coralstone Coralstone's pay charges on such opacity been made available for Provided that pays his plant capacity porals d that capacity has actually understands that capacity is guaranteed or°pCoraistone'slneeds only for and to the extent that guaranteed revenues are paid. Stated otherwise, if Coralstone elects revenues on any phase Of his not to pay guaranteed understands that he risks capacity construction project, he Coralstone s needs for such basslot being available for same. As active connections are made when Coralstone needs charges obligation of are , the guaranteed revenue reduced. The guaranteed revenue charges be Pr°Portionately Coralstone by Service Company in advance of hall be invoiced to e be due on the first day of the month formonth whichthe acharges apply. a• Off -Site Installation required to Construct, at his sole expense, certain may be sewer and/or irrigation facilities p ' certain off-site Coralstone's on-site Systems to In order to connect sewer and/or irrigation systems. In addition, Corce s existing be required to dedicate all or a f e Coralstone may and/or irrigation facilities to service Company a off-site sewer maintenance and operation, P }' for owneesewe Coralstone shall cause to be prepared five (5) co Of the applications for permits and a sufficient number of sets Of finalized engineering plans for off-site System which shall be prepared and sealed by a professional engineer registered in the State of rlorida (Service Company will retain four sets), along with a copy of the final will of (Q) :ousting all contract items that are to be dedicated toService Company. Plans shall show the off-site Systems proposed to be installed to provide service to the Property. also show the interconnection of such off site Such plans will Off-site System of the Service Company, or off-site System that may be constructed by Coralstone or others and given to Service Company. Such detailed plans may be limited to the first Development Phase only, and subsequent phases may be furnished from time to time, However, each such Development Phase shall conform to a master plan for the development of the Property and such master plan shall be submitted to Service concurrent with or prior to submission Company Of engineering plans the first Development Phase. Coralstone reserves the eight for to modify his master plan any time in such manner as interfere with Service Company's existing facilities and upon modificatito not unduly on, shall submit our copies of the modified plan to Service Company. The Cost of any modifications to Service Company's existing systems or to its master plan that are caused by Coralst0ne's modifications or changes shall be borne by Coralstone. Coralstone shall cause his engineer to submit specifications governing the mateeial to be used and the method and manner of installations. All such plans, specifications and shop drawings submitted to Service Company's engineer shall meet the minimum specifications of Service Company and shall be subject to the approval of Service Company, which approval shall not be unreasonably withheld. Service Company reserves the right to review the revised Master Plan and recalculate the connection charges that are to be paid by Coralstone at the time the revised Master Plan is submitted. No construction shall commence until Service Company and appropriate regulatory agencies have approved such plans and specifications in writing. When permits and approved plans are returned by 4 ��J E�] •• appropriate regulatory agencies to Coralstone, c•oralstone shall submit to Service Company one copy of sewer service permit(s) and approved plans. If construction commences prior to all such approvals and any other approvals required hereunder, Service Company shall have no responsibility to accept such off-site System nor to perform routine inspections of such off-site System, and Service Company may elect to terminate this Agreement and/or not provide service to Coralstone until such time as Coralstone obtains such required approvals and Service Company has witnessed all of its required inspections and tests. After approval of the plans, specifications and shop drawings by Service Company and appropriate regulatory agencies, Coralstone, or the engineer of record, shall set up a preconstruction conference with engineer of record, utility contractor, appropriate building official(s), all other utility companies involved in the development of the property, and Service Company, It is understood that approval at one period does not automatically provide approval for future plans, specifications, etc., even if future plans and specifications are identical to the originally approved' plans and specifications, in view of constant technological improvements and regulatory changes from time to time. Coralstone shall provide to Service Company's inspector a minimum of forty-eight (48) hours notice, excluding weekends and holidays, prior to commencement of construction. Coralstone shall cause to be constructed, at Coralstone's own cost and expense, the off-site Systems as shown on the approved plans and specifications. During the construction of the off-site Systems by Coralstone, Service Company shall have the right to inspect such installations to determine compliance with the approved plans and specifications. The engineer of record shall also inspect construction to assure compliance with the approved plans and specifications. Service Company, engineer of record aad utility contractor shall be present for all standard tests for pressure; lift station start-up and acceptance tests for the exfiltration, line and grade, infiltration and all other normal engineering tests to determine that the off-site Systems have been installed in accordance with the approved plans and specifications, good engineering practices, and American Water Works Association criteria, as well as other federal, state and local regulations which are applicable. Coralstone agrees to pay to Service Company, or Service Company's authorized agent, a sum to cover the actual cost of all inspections of installations made by Coralstone or Coralstone's contractor, which charge shall be in conformance with Service Company's Uniform Sewer Service Policy. Upon completion of construction, Coralstone's engineer of record shall submit to Service Company a signed copy of the certification of completion submitted to the appropriate regulatory agencies and certified to Service Company. The engineer of record shall also submit to Service Company ammonia mylars of the as -built plans, including one set of mylars and three sets of blue -line drawings, prepared and certified by the engineer of record, and one set of ammonia mylars of the recorded plat, including the dedication sheet(s) and three sets of blue -line drawings thereof. By these presents, Coralstone hereby covenants to transfer to Service Company title to all Systems installed by Coralstone or Coralstone's contractor shown in Exhibit "C" of this Agreement dealing with those facilities that will be /�, transferred from Coralstone to Service Company, pursuant to thEy / 5 Y,J 10 provisions of this Agreement. Such conveyance shall take effect at the time Service acceptance. Company issues its final letter of As further evidence of said transfer upon the completion issuance of title, of the installation, but of service by Service prior to the the final letter of acceptance and the rendering of Company, Coralstone shall: I. (a) Convey to Service Company, by notarized bill of sale in form satisfactory to Service Company's counsel, the off-site Systems listed in • Exhibit "C" and constructed by Coralstone as approved by Service Company. (b) Provide Service Company with copies of invoices from contractors and from 0 • suppliers of materials for installation of the off-site Systems being dedicated to Service Company, including engineer- ing design inspection and fees•so paid. (c) Furnish proof satisfactory to the Service Company that all contractors, subcontractors, material - men, laborers and engineers involved with the installation of the off-site Systems have been paid in full (i.e., by release of lien or other appropriate means). (d) Warrant to Service Company that the off-site System installed by Coralstone has been constructed in accordance with the approved plans and specifications and is in compliance with all governmental and regulatory agency laws, rules and regulations, and that the off-site System was constructed in a good and workmanlike manner. (e) Warrant and/or guaranty all off-site Systems being dedicated to Service Company against faulty workmanship and defective materials for a period Of one (1) year from the date of Service Company's final letter of acceptance. Also, Coralstone shall assign any and all warranties and/or maintenance bonds and the rights to enforce same to the Service Company which Coralstone obtains from any contractor constructing the off-site Systems. Coralstone shall remain secondarily liable on such warranties. If Coralstone does not obtain such written warranty and/or maintenance bond from its contractor and deliver same to Service Company, which warranty and/or maintenance bond shall be for a minimum period of one (1) year, then in such event, Coralstone, by the terms of this Agreement, covenants to indemnify and save harmless the Service Company for any loss, damages, costs, claims, suits, debts or demands by reason of defects in the off-site Systems for a period of one year from the date of the final letter of acceptance by the Service Company. Furthermore, Coralstone warrants that the "as -built" plans submitted to Service Company are true and correct representations of the quantity and location of facilities built by Coralstone in accordance with this Agreement and further warrants that the installation of the off-site Systems are all in accordance with the plans and specifications submitted to Service Company; which latter warranties are not limited to one year, but are continuing warranties of Coralstone to Service Company. 1 l s of 0 0 (f) Provide Service Company with two sets of all appropriate operation/maintenance and parts manuals. (g) Further cause to be conveyed to Service Company, free and clear of all encumbrances, all utility easements and rights -Of -way areas in which off-site Systems and irrigation covering systems are installed, or otherwise required, in recordable form satisfactory to Service Company's counsel, on Service Company's standard easement form. If applicable, Service Company may require that Coralstone obtain a joinder of any condominium association, cooperative or other vendee of the Property. (h) Grant easement to Service Company, in recordable form on Service Company's standard easement form, a 25foot by 25 foot minimum site, or as otherwise required by Service Company, for any Off-site lift stations, alon ingress/egress eg with recordable asements on Service standard easement form Company's and satisfactory to Service Company's counsel. Service Company agrees that the issuance of the final letter of acceptance for off-site Systems installed by Coralstone shall constitute the assumption of responsibility by Service Company for the continuous operation and maintenance of such systems from that date forward, subject to the terms and conditions contained herein, except as set forth above. Whe ever involves onesconsumereordavunity f tment itlethe Of severaltconsumers and/or in the opinion of Service Company ownershipb property Company of the off-site Systems is not necessary Service then at the option of the Service Company, y or proper, retain ownership and the obligation for maintenanceonof shall off-site System located on the consumer's side of the point of delivery, as shown in Exhibit "C", In the event that Service Company, for whatever reason, does not take possession, ownership and control of the Off-site System constructed by Coralstone, and provides master metered service to Coralstone for the use of several customers within the off-site facilities, then Coralstone shall be responsible for maintaining all off-site Systems in accordance with reasonably prudent engineering standards. Service company shall have the right to inspect the facilities Of Coralstone during reasonable bu If Service siness hours upon 24 hours notice to Coralstone. vice Company determines that Coralstone has to comply with the provisions of this , Company shall provide an section, Service explanation of the reason for such violation, at which point Coralstone shall have twenty (20) days or such other time as is reasonably necessary to correct the deficiency. Upon failure to do so, Service Company shall have the power and right to discontinue service in accordance with the provisions of its approved tariff for non-payment of bills. 9• Effluent Disposal, Coralstone understands and agrees that Service Company disposes of its treated effluent through a spray irrigation method utilizing Coralstone's irrigation system for plants, shrubbery, grass areas, etc. Pursuant to this understanding, irrigation Coralstone agrees to provide an system on Coralstone's property, through which Service Company may dispose of its effluent. It is understood and agreed that Service Company may not be able to provide Ce II effluent for all of Coralstone's irrigation needs through Coralstone's irrigation system. Service Company shall provide effluent to Coralstone approximately equal �I amount Of water delivered to 75 percent of the to Potable water service duringthe oralstone by the provider f however, Developer shall nt be prequiredttoy cceltgefluent 111► excess f e irrigation system in any one month in any amount in �I 100 percent of the amount of water delivered to Developer by the provider of potable water service during the prior monthly billing period. The parties further understand and agree that all irrigation mains located on Coralstone's property six inches in diameter. or larger and located on II Coralstone's property shall be maintained b and all irrigation mains located on Coralstone service Company, are less than six inches in diameter andproperty which IA Coralstone's property shall bemaintained b located on the event Coralstone fails or Y Coralstone. In irrigation lines in a condition whi h£es per will trmit effluent to maintain the be disposed of as contemplated herein within 24 hours after notice from Service Company that for irrigation re the effluent disposal system requires replacement q certain maintenance, repairs or Service Company may undertake such repairs or replacement at the cost and expense of Coralstone and include such maintenance, Coralstone as if it were part of expense service rates bill to charges. , fees and 10. Easements. Coralstone hereby to Service Company; its successors and assigns, but subjectvtto the terms of this Agreement, the exclusive right or privilege to construct,owthe off-site facilitiesll obtain any and all carry out n, maintain or operate to serve the Property. Coralstone sha necessary off-site easements that may be required in order to the terms, conditions and intent Hereof, at ttService Company Coralstone's expense, and shall convey same ine in a'cordance with this paragraph. Mortgagees, any, holding prior liens on the Property shall be required to release such liens, subordinate their position or join in the grant or dedication of the easements or rights-of-way, or give to Service Company assurance by way of a "non -disturbance agreement", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of service Company, as long as Service Company complies Agreement. All with the terms of this sewage systems, save and except installations, shall be covered b if not located withieorementsor consumer d dicatedlgroadsf-way n platted rights-of-way for utility purposes, or Coralstone hereby further agrees that ttre foregoing grants or promises of grants include the necessary right of ingress and egress to any part of the Property upon which Service Company is constructing or operating such facilities; that the foregoing grants shall be Service for such period of time as Company or its successors and assigns require such rights, privileges or easements in the construction, ownership, maintenance, operation or expansion of the facilities, that in the event Coralstone and Service Company agree that Service Company is to install any of its facilities in lands within the Property lying outside the streets and easement areas (described above, then CoraiStone or the Ownere chall grant to service s necessaa without cost or expense to Service Company, the necesry easement or easements for such "private property" installation; provided, all such installations by Service Company shall be ma'de lintsuchpaomanner as not to interfere with the then primary use of such "private property". Service Company covenants that it will use due diligence Company ninstallall any emits locations; however, Y facilities outside a 11• dedicated easement area, Service Company will not be required to move or relocate any facilities lying outside a dedicated easement area, so long as the facili proposed ties do not interfere with the then or use of the area in which the facilities have been installed, and so long as ServiceCompany obtains, a private easement for such facility location, which Coralstone Will give if same is within his reasonable power to do so. The use of easements granted by Co Preclude the use by other ralstone to Service Company shall utilities of these easements, such as for cable television, telephone, electric, or gas utilities, or as otherwise agreed to by Service Company. In the event Coralstone fails to actually deliver such easement, this document shall serve authorization to substitute as Service Company's reement easement sufficient for Service Company's needs. as a recorded Service Company hereby agrees that all easement grants will be utilized in accordance with the established and generally accepted practices of the sewer industry with respect to the installation of all easement areas. its facilities in any of the However, this provision shall not be constructed so as to require Service Company to restore those improvements constructed, installed or planted within the utility easement which are not in accordance with the established and generally accepted practices of the sewer industry with respect to the use of utility easements. 11. Agreement to Serve construction of the oletion of ff-site Systems required equired on thetomhereunder by Coralstone, its inspection, the issuance of the final letter of acceptance eal b a Service Company, and when all appropriate g agency approvals pprovals have been Utility systems are in compliancereceived, and when U;•iform Sewer Service Policy, with Service Company's Agreement, Service Com an y` and the other terms of this connect or oversee the p connectionnof the Sts and ystems rees tinstalled hat it lby Coralstone to the central facilities of Service Company in accordance with the terms and intent ofthis Agreement. Such connection shall at all times be in accordance regulations and orders of ppwith rules, the alicable governmental authorities. Service Company agrees that once service to the Property and Coralstone,it provides Company will continuothereafter Service usly provide, that at its cost and expense, but in accordance with the other provisions of this Agreement, including rules and regulations and rate schedules, Service to the Property in a manner to conform with all requirements of the applicable governmental authority having jurisdiction over the operations of Service Company. In order to avoid over building of excess capacity and non -used and useful sewage collection treatment and disposal facilities, Coralstone agrees that Service have built capacity to fully serve the total mpneedsneof all developments it . contracted to serve. agrees, however, that when the eotmeny volume of its sewagetre and disposal facilities reaches 70 percent of existing capacity, and provided that Coralstone has given Service Company proper Notice to Proceed, indicating its intent to expand development of dits property, it will begin and diligently pursue engineeringand permitting plant and equipment in orderto needs. Service toaccomodateo Coralstone'�s Company further agrees that reaches 80 percent of capacity, it such additional plant and equiwill begin construction of when such volume pment and Complete such construction prior to reaching 100 percent of capacity. Failure of Service Company to meet the provisions of this paragraph shall be deemed cause for Coralstone to sec 9 0 0 appropriate remedies in Circuit Court to require compliance with said provisions. 12. Application for Service: Consumer Installj- tions - Coralstone, or any owner of any parcel of property, or • any occupant of any residence, building or unit located within the Property shall be subject to the then effective rules and regulations of Service Company. 0 Although the responsibility of connecting to the meter and/or lines of Service Company at the point of delivery is that of Coralstone or entity other than Service Company, the parties agree as follows with respect to all consumer 0 installation connections within Coralstone's franchise area: If a commercial kitchen, cafeteria, restaurant or other food preparation or dining facility is constructed within the Property, the Service Company shall have the right to require that a grease trap be constructed, installed and connected so that all waste waters from any grease producing equipment within such facility, including floor drains in food preparation areas, shall first enter the grease trap for removal before the wastewater is delivered to the lines of the Service Company. Size, materials and construction of such grease trap shall be approved by Service Company. Any water which is directed to a grease trap shall have sufficient cooling time so as not to exceed 80° F upon entering said grease trap. All garbage can wash -down areas shall be designed so as to provide a six-inch high curb around said wash -down area and shall be no greater than six inches larger than the can on any side. All surrounding drainage shall be directed away from can wash area. Can trap Wash water shall not be directed to any grease All gas stations, automobile service bays or any other use for which Service Company determines may cause oil or grease to enter Service Company's sewer system by way of floor drains or other means shall provide a sufficiently sized and designed oil/grease trap as approved by Service Company. Where and as possible, community and/or commercial laundry wastes should be absorbed and shall be disposed of by means of an interceptor tank and absorption bed or drain field. Such installations shall be in accordance with the design standards of Chapter 1OD-6, Florida Administrative Code. Service Company reserves the right to periodically inspect all oil/grease traps and to require Coralstone's customers to pump out said oil/grease traps in order to restore proper operation of this facility. Coralstone agrees that sewage to be treated by Service Company from Coralstone's property will consist of domestic wastewater and further agrees that it will not allow any abnormal strength sewage to flow from the Property to Service Company's sewage treatment facility that will cause harm to the treatment process. In addition, Coralstone further agrees that no wastewaters, fluids or other substances an ('�Ir ri 10 so materials which contain any hazardous inflammable, toxic and/or industrial constituents, in whole or in part, regardless of the strengths) of said constituentso shall a be ndischarged into Service Company's sanitary sewer collection/ transmission system. Company Coralstone grants to SerOice the right to sample Coralstone's sewage,' as referred to hereibiabove, to verify Coralstone's compliance with this paragraph. Should non»domestic wastes, grease or oils, including,any not limited to, floor wax or paint, be deliveed but the lines, the customer will be responsible to payment of the cost and expense required in correcting or repairing any resulting damage. Since the effluent from sewers will be used to irrigate Property owned by Coralstone and others, it hazardous or toxic, etc., is important that 110wastes be discharged into Service Company's sanitary sewer -.collection system as described in this paragraph. Any damage to property or injury to persons which occurs as a result of such discharge shall be the leal responsibility of Coralstone. gand financial 13. Service Com an 's Exclusive Facilities - Coralstone agrees with Service RComtanto Utilit Systems accepted by Service Company that all providing Services to the PropertyCompany in connection with the sole, complete and excluive ownership of 1Service Companytimes remain , its successors and assigns, and any person or entity owning an Part of the property or residence, building or unit constructed or located within Coralstone's franchise area, shall not have any right, title, claim or interest in and to such facilities or any part of them, for an Of sewer or irrigation servi esrPtoeotherluding the furnishing located within or beyond the limits of persons nor entities area. Coralstone s franchise 14. Exclusive Ri ht to Coralstone, as a further and essent al considerationProvide ofAgreement, agrees that Coralstone or assigns of Coralstone, shall not thew successors and used in a mandatory definition) (en engage shall not" being businesses of providing r g 9 in the business or Property duringg ewer treatment services within the successors and the Period of time Service assigns, provide services Company, its beinges to Coralstone, it the intention of the parties hereto foregoing provision and also that under the the provisions of this Agreement, Service Company shall have the privilege sole and exclusive right and to provide sewer treatment services within Coralstone's franchise area. 15. Rates - Service Compan a gre to be charged to Coralstone shall be thosees'ethat fortheinathe tariff of Service Company a governmental agency. approved n the applicable this Agreement y' tiowever, notwithstanding any provision in may establish,' Service Company, nits successors and assigns, or enforced future, and enforce or urate schedules sofrom timetestablist ed and time in the and shall at all times be reasonable and subject to regulations by the applicable governmental agency, or as may be Provided by law. Rates charged to Coralstone shall at all times be identical to rates charged for the same classification of service, as are or may be in effect throughout the service area of Service Company. Service Company's rates are based on potable water consumption. Coralstone shall deliver or cause to be delivered to Service Company each month the Property's water utility i� 11 • 0f 0 M billing summary for potable water consumption. Coralstone hereby authorizes Service Company to obtain directly from the provider of the Property's water utility service the Property's monthly consumption records. Coralstone shall reimburse Service Company for all expenses incurred by Service ascertaining said monthly consumption Company?in records. Notwithstanding any provision in this Agreement, Service Company may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering sewer services to the Property. However, all such rules and regulations so established by Service Company shall at all times be reasonable and subject to such regulations as may be provided by law or contract. Any such initial or future increased , schedules and rules and regulations est blish d,ratesamendedraor revised and enforced by Service Company from time to time the future, as provided by law, in shall be binding upon Coralstone; upon any person or other entity holding by, throu or under Coralstone; and upon any user or consumer of tghh e services provided to the Property by Service Company. 16. Binding Effect of Agreement This Agreement shall. be binding upon and shall inure to � the benefit of Coralstone, Service Company and their respective assigns and successors by merger, consolidation, conveyance or otherwise, subject to the terms and conditions of contained herein. this Agreement as Coralstone understands and agrees that capacity reserved hereunder cannot and shall not be assigned by Coralstone to third parties without the written consent of Service Company, except in the case of a bona fide sale of Coralstone, or other valid transfer or assignment of property, including, without limitation, the transfer or assignment of Coralstone as a result of a judicial proceeding, such as mortgage foreclosure or sale, and assignment for the purposes Of obtaining financing. In any such case, Coralstone shall provide a Notice or evidence of such assignment, or partial assignment as the case may be, to Service Company, and Service Company shall have the right to renegotiate the terms of this Agreement with assignee or the transferee. Such approval to sale, transfer or assignment shall not be unreasonably withheld. Nothing herein shall preclude sales of individual units and assignment of rights of sewer service pertaining thereto. 17. Notice o Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by mail or by telegram, and if to Coralstone, shall be mailed or delivered to Coralstone at; The Coralstone Utility Company C/O Consolidated Vista Development Corporation 200 Ocean Avenue, Suite 102 Melbourne Beach, Florida 32951 and if to the Service Company, at; Sea Oaks Utilities, Inc. Post Office Box 157 Wabasso, Florida 32970 18• Laws of Florida governed by This Agreement shall be the laws of the and become effective State of Florida and it shall be hereto, immediately upon execution by both parties subject to any approvals which must be obtained from J governmental authority, if applicable. 12 of 0 9 19. Costs and Attorney's Fees - In the event the Service Company or Coralstone are required to enforce this Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorney's fees, including attorney's fees on appeal. 20. Force- Majeure - In the event that the performance of this. Agreement by Service Company is prevented or interrupted in consequence of any cause beyond the control of Service Company, including, but not limited to, Acts of God or of the public enemy, war, national emergency, allocation or Of other governmental restrictions upon the use or availability of labor or materials, rationing, civil insurrection, riot, racial or civil rights disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm, hurricane, earthquake, or other casualty or disaster or catastrophe, unforeseeable failure or breakdown of pumping transmission or other facilities, any and all governmental rules or acts or orders or restrictions or regulations or requirements, acts or action of any government or public or governmental authority or commission or board or agency or agent or official or officer, the enactment of any statute or ordinance or resolution or regulation or rule or ruling or order, order or decree or judgment or restraining order or injunction of any court, said party shall not be liable for such non-performance. 21. Indemnification Coralstone agrees to indemnify and hold Service Company harmless from and against any and all liabilities, claims, damages, costs and expenses (including reasonable attorney's fees) to which Service Company may become subject by reason of or arising out of Coralstone's tteach or non-performance of this Agreement. This indemnification provision and all warranty provisions shall survive the actual connection to Service Company's sewer systems. MISCELLANEOUS PROVISIONS 22. Recordation of Agreement - Upon completion of execution of this Agreement, by Coralstone and Service Company, Service Company shall, at coralstone's expense, cause this Agreement to be recorded with the Clerk of. the Court of Indian River County. 23. The rights, privileges, obligations and covenants of Coralstone and Service Company shall survive the completion of the work of Coralstone with respect to completing the facilities and services to any development phase and to the property as a whole. , 24. This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Coralstone and Service Company, made with respect to the matters herein contained, and when duly executed, fully constitutes the agreement between Coralstone and Service Company. No additions, alterations or variations of the terms of this Agreement shall be valid, nor can provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers are expressed in writing and duly signed by all signatures herein. 25. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine, feminine and neute genders shall each include the others. , 13 v� (j 26• Exhibits mentioned herein initialed by the duly authorized officers have been signed or Of the parties hereto and are hereby � agents or attorneys reference and made a part hereof aincorporated herein by herein, fully as if set forth • either 27' Whenever approvals of an ? Party to this Agreement, it is anature are required by not be unreasonably. withheld or delayed, greed that same shall 28. The submission • examination by Coralstone does this Coralstone Agreement for Company, es effective only upon executConstitute an offer but ion thereof by Service • • 29• Capacity reserved to Property described on Exhibit „ hereunder the Property. A may not be assigned the • fined outside 30• Notwithstanding the gallonage calculations that could be made hereunder hereof, Coralstone a relative to ERCs IS to agrees that the intention by the execution reserve a given of this Property described g number of units of Agreement other calculations, in Exhibit 1, and not capacity for the for purposes of any that all31. words, is agreed by and between the parties hereto read terms and conditions contained herein are hereto be in concert, each with contained under one heading the other, and that a provision applicable under another may be considered to be Agreement, for the interpretation equally Of this 32. The parties hereto recognize that time Service Company may actually commence u carry out the terms and conditions of prior to the andComlocal may this upon a program to y be required to obtain a Agreement, Service local governmental authorities having from various state regulatory power over the having jurisdiction operation of Service Construction, maintenance and it will diligently Company' The Service Company and i will gently and earnestly, at Coralstoneps y agrees that expense,make the necessary and sole cost and governmental authorities and will proper applications to and that it will use its best effo pursue the same to the all Coralstone, at his own to obtain such approval. end necessary assistance to C Service expense, agrees to rovide approvals provided for Company in obtaining the Agreement, Service herein' Upon execution of this reasonable fee Company may require the reasonable to defray Service Company's legal, payment of a accounting, administrative and contingent expensesengineering, 33. Regardless of where executed,' this shall be construed according to the laws of Florida. Agreement the State of 34. In the event that relocation of existing utilities are necessary for Coralstone, Coralstone will reimburse Service 9 sewer Company in full for such relocations. 35. Failure to insist upon Of the terms, covenants n p strict compliance of any deemed a waiver of such terrnconditions herein shall not be shall any waiver or p covenants or conditions, nor hereunder at an relinquishment of any right or relinquishment y one time or times be deemed 9 a waiver o Power times, of such right or power at or any other time o 14 +i of 11 0 36. Service Company and hours, have shall, at all reasonable times tho right of inspection of Coraistone'a lines and facili .on tthe asuccessors ada signs of hislstovision shall be bin g 37. This � assigns of the Agreement is binding on the successors and governmental Parties hereto► including any municipal or shall survive thecsale rofoServiceServ1Comp�Company. This Agreement 3@. Y party. for Failte shall be no liability whatsoever on Service Company according to deliver sewer service to Coralstone g to Coralstone's needs or schedules, constitutes a promise of good faith and not delivery of utilit This Agreement Y services, except as herein a timetable for 39. Each Provided. assurances and Party hereby agrees to grant s required Provide such additional such further conditions a and by the other, in order to documents as may be Agreement, eand tcomply with the ex rto carry out the terms, P intention of this P herein provided. was 40• The parties hereto acknowledge enacted by the United States Congress which legislation contributions made to the 1907, being full Service Company after January results 1,r recognize that fully taxable and ordinary income. The parties also Company may be taxable Property contributions to therefore agrees under this new law, service contributions made that under this new legislation Coralstone Service Company, any Coralstone may become taxable income heavies as are necessary Coralstone will pay such to Federal a to reimburse the Service additional contributions and/or State of Florida income tax Company for shall made by Coralstone. Accordingly,effect of accordance with ax im act , which Coralstone P amount is calculated in Commission with order of the Florida Public Docket- 860184 g to this issue, being Order No. Service December before the Public Service 16971' in The 18, 1986, as same may be amended Commission, issued precise formula is set forth from time to time. Agreement and by reference made a part hExhibit for tax impact for caste a to this shall be contributions -in -aid -of constructmoney ion contributions -in - aid -Of -construction aresame adetime as the cash contributions -in - the tax impact of a donationo Of Utility- Monies Off-site facilities shall be paid when ns or Paid for or on-site mais or other on-site or Company. other Facilities aseanfor such off-site approved by Service reserved 41. The Parties hereto acknowledge hereunder by Coralstone has beenthat the capacity by Sea Oaks Development Company, and that Previously reserved Company has agreed to the transfer of 165 ERC' Oaks Development capacity to Coralstone. transferred ERC's The CIAO attributable have bto said Development Compan been paid in full by Sea Oaks Coralstone hereunder�shallc rdinc 1 ect deb CIAC required from shall be remitted to Sea Oaks Developmenty Service Com any and Company. P have exeN WITNESS WHEREOF, Coralstone a cuted or have caused this Agreement, Swithvice the Company namet Exhibits attached, to be dul y each of which counterpart shall be in several counterparts, executed copy of this Agreement, considered an original WITNESSES: SERVICE COMPANY: SEA OWal L:: ` a Flo ic]INC., ion BY: _4P eston . Perrone, its President ii CORALSTONE: CORALSTONE UTILITY COMPANY, a Florida corporation r: By: , Brian W. S rks, its President JOINDER AND CONSENT OF PROPERTY OWNER (If Other Than Coralstone); CONSOLIDATED VISTA CORP.DEVELOPMENT , a Florida corporation By: 4riW.S s,its President MORTGAGEE JOINDER (if applicable) ENSIGN ANK FSB By: H• Bruce G osman ENSIGN President xts Regional By: SEA OAKS DEVELOPMENT COMPANY hereby transfer of 57,500 CARALSTONE, as gallons per day of its reserve Lees to the S -id gallona provided in Paragraph 41 of capacity to by Service 9e is equivalent to 165 ERC's this Agreement. Company. as presently defined WITNESSES: SEA OAKS DEVELOPMENT COMPANY: Michael P. Daly, its For SERVICE COMPANY: STATE OF FLORIDA COUNTY OF .,,Yhe foregoing_ instrument was this -L-�_ day of �i � ack owledged efore m 1987, by ,� e Notar p blic � State of Florida My Commission Expires: :rrAIT COMMIS1ti o; i;;./ or 40010A l010(D la p ctAu/t O)ISct . VAO. Fodo r CORALSTONE: STATE OF FLORIDA COUNTY The foregoing instrument was this /.3�- day o 1987 b acknowledged before me ' y Notary Public - State of F'lori,°, 40 11 of 0 For MORTGAGEE JOINDER: STATE OF FLORIDA COUNTY OF 0,a�i 11 this Abe foregoing instrument was acknowi, day of ,}� edged afore me _/ J 1987, by &'( Ce 10501014'r Notary Public - State o Florida My Commission Expires ; ROIART F`N9L1C STAT( OF FLORIDA AT CORMIS3104 (FP. OCT 14,1988 CONDED IMRU GEN(AAL IRS. OMD. For SEA OAKS DEVELOPMENT COMPANY: STATE OF FLORIDA COUNTY OF _ZNp��Y[/L71 The foregoin i rument was acknowledged b�fore me this /3�" day of �,� 1987, by J)%1g��, Notary Public state of Florida My Commission Expires: res : MARY FOBLIC STATE OF FLORIDA P ITT COMMISSION (AV, OCT 14,1988 For PROPERTY OWNER; AMID IMAU GENERAL IMS. UND. STATE OF FLORIDA COUNTY OF-Tuo,Avrutr� �i trument was ack9owled a afore me this he foregoing ins -/�- - day of c� 19©7, by�brrNA! l/r/ Notary Public - State of Florida My Commission Expires: C @ g ; MARY FYBLIC STAT( OF FLORIDA P MY COMMISSION E(v. OCT 14.19&8 DOWED IMAU 6(YLAAL IN$. W. 17 PROPERTY DESCRIP'd'ION 40 A PARCEL. OF LAND LYING IN GOVERNMENT LOT 6 AND 7, SECTION 26, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY FLORIDA, i. 9EING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY LINE OF STATE ROAD A -1—A AND THE NORTH LINE OF AFORESAID GOVERNMENT LOT 7; THENCE S.31®08'15"E., ALONG THE WESTERLY RIGHT—OF—WAY LINE, A DISTANCE OF 1547.52 FEET TO A POINT ON THE SOUTH LINE OF AFORESAID GOVERNMENT LOT 7; THENCE N.89045'29"W., ALONG THE SAID SOUTH LINE, A DISTANCE OF 1165.27 FEET TO A POINT ON THE EAST LINE OF THE WEST 85-00 T OF ALONG THE SAID AEAST SLINE, AEDISTANCE ®OF7412.r44NFEET. TON00oA1POINT. ON THE NORTH LINE OF THE SOUTH 411.84 FEET OF THE AFORESAID GOVERNMENT LOT 6 AND 7; THENCE S.89057016"W., ALONG SAID NORTH LINE, A DISTANCE OF 984.06 FEET; THENCE N.00°02'44"W., A DISTANCE'OF 350.00 FEET; THENCE S.09°57116"W., A DISTANCE OF 50.00 FEET, THENCE -N.00°02'44"W., A DISTANCE OF 558.71 FEET TO A POINT ON THE NORTH LINE OF AFORESAID GOVERNMENT LOT 6; THENCE B -09-58'23"E•, ALONG SAID NORTH LINE OF GOVERNMENT LOT 6 AND THE AFORESAID NORTH LINE OF GOVERNMENT LOT 7, A DISTANCE OF 1405.62 FEET TO THE POINT—OF—BEGINNING OF THIS DESCRIPTION. TOGEGTHER WITH A 20 FOOT WIDE BEACH ACCESS EASEMENT LYING OVER THE NORTH 2G.0 FEET OF AFORESAID GOVERNMENT LOT 7, LYING EAST OF THE EASTERLY RIGHT—OF—WAY LINE OF STATE ROAD A -1—A AND LYING WEST OF THE MEAN HIGH WATER LINE OF THE ATLANTIC OCEAN. CONTAINING 44.51 ACRES, MORE OR LESS, AND BEING SUBJECT TO ANY EASEMENTS OR RIGHTS--OF—WAYS OF RECORD. WITNESSES: CORALSTONE: - By: rlan . S arks, its President EXHIBIT "A" 1.• Ilse 0 CONTR I8U'1`I ONS - I N- AID-pp_CONSTR�I�N Con tributioralstone Induce ns-in"Aid agree to pay Service Com Service °f'Constructivn pant the follows capacities for Company to - Plant Capacity Char' ng Cor.alstonefs reserve the following ge to Property. Coralstone Proposed connections only reserved understands withi plant Company. Said upon Payment o that plant n the are those plant capacity charges by Cora Sewer are Sewer which 'are set y charges ko be to Service Commission" Policy a forth in Service pai)by Company's time • and, 1cY approved by the radian to time with theaccordingly, these char RvOCoiuntrm y governmental approval charges ma r my having authoritdY or agency, o r the Commission o changed from change in a y over this subdivision ®f such other such aukhoricordance with the Agreement and government y• a'hese order or appropriate charges shall paragraph 90 of the charges are subject rthee directive of Miscellaneous )ect Provisionsto the Provisions of section hereof. PAYMENT SCREE The fallowi Of sewer ng formula was used t Per d Plant capacity; Reserve determine Coralstone equals y (gpd), divided capacitys share is subject capacity reserved o h16S�resent defnedf EKC' S00 gallons ADF's, change consistent ERC s. The definition Of 50 gpd, fluctuateWhile the number of with empirical d of ERC gallona f the number ERC s of res data on actual ge of reserve ca °f gallons reserve capacity ma capacity shall per ERC changes, the Customer remain total Number of constant. Cate or Total `��.Y Connections ERCs Charge Multi- Per ERC Total Family 1 — Char es 165 $1,400.00* $231,000.00 presently app approved acknowledges that it has proved Plant Capaiand agrees that although the are been advised y Charges are $500.00 grossly inadequate by Service Com Per ERC, increase in said Char and Service parry that such Corals Charges ges to reflect such will Charges to limit agrees that notwithstandi� fair and reasonablek an considerat•i nlaog Capacity Charges g what sum. Service to SSOOright it may have it will Pay the Plant Company to 0 0 Per ERC, in the Commission Capacity Charge erve Coralstone, increased after Service g finally established date Agrees as if such new charges /we next request for this Agreement hereby deposits with Is signed. Toward re in effect on the per ERC for Plant Service Compa that end, Coralstone to equal the Capacity Char equal to any a sum Commission. new Charges Charges which sum shall 31,400.00 when legallY adopt d byadjtile Any the Per ERC shall increased charges above be from be CompanyabllfbY Coralstone the deposited be forward within 30 days 01,400.00 Of rded to Coralstone a refund is required notice the new charges. within 30 da • the same s days °f the effective shall e EXHIE3IT "Hw (Page 1 of 2) O Q1 E to In addition to Plant Service Company, Coralstoneapacity Charges due monies to Indian River is obligated to and payable construction in accordance County as s Contribution ay certain amended, Coralstone With County n -aid -of - which shall shall y Resolution No, 83-24 said Resolution It the same Pay thes money to Service " as are refunded In the event said County in accordance with Service tO Service Company in monies paid to with received Company agrees to whole or in the County contribution. �t from remit to Corals part. then from County as a result of Cthe monies above monies unless and until then t be required to Pa from Service Company the p y pursuant to said Re ®lutionCeS such payment SERVIC 0MP X 0 00 CORALSTONE: BY. Preston Perrone, $y: its President ri arks, its President WITNESSES: r WITNESSES: EXHIBIT "a - (Page 2 of 2) SEWER SYSTEM CONTRIF3UT_ ?ONg and The Coralstone shall install the following Companyappurtenances thereto and dedicake g pip., • Said installations same mains approved plans drawn b are to be to Service No. in accordance with? -the Sheets Y gussen Engineering Corp., through being Orwing dated SERVICE COMPA By: �` Preston — Perrone, its President WITNESSES; CORALSTONE: By; rian W, its Presidengks, WITNESSES: *Zn the event that are not available a the Plans and Specifications thea such Pians t the time of the this gre Company b and Specifications sal be ro this above Y Coralstone within ninetyshall be provided Agreement, Agreement in the form of Exhibit (90) da s to Service discretion this ',C,, Y from date of this Exhibit Agreement may be °r, at ServiceaCompany's shall be C shall be sfo ned and declared null original date effective dated as Of such void. his Coralstone Cntract later date and Agreement. if signed on the EXHIBIT "C" 40 00 APPLICATIONCHARGES RECORDING CHARGES, PLAN REVIEW CHARGES r INSPECTION CHARGE The S AND LEGAL FEES Service coralstone agrees Char Company to provide service,to in order to induce are Charges and Recover C foll°win Tax Tax y hat in Service Com ages. Said charges are those approved by the Indian P nY s Uniform t+hich accordingly, River Sewer Service Policy With the approval these charges May County Commission, and of the Commission. changed from time to time Payment Schedule ITEM I Recordia ---tee_ 9 (ha ries Service Company imposes a its actual cost. Recording thePrior to Service Coral's agrees to pa Charge equal to actual Company's acceptance of Y Service established b Recording Charges. lines and Company, Y the Clerk o Said facilities, County. f the charges are Circuit Court of Indian tP1O$e ITEM II River Tax Recover The Contributions-intax impact amount waid-of_Constructi`on be Collected be determined using the formula; by reason of made by Coralstone shall TAX IMPACT =.R• 1.0-R X (F + P) Corporately !2 b Applicable Corporate Income Tax if one rate n Federal utility, which must is Payable on the v and State be included in taxable income of the 2) R shall be determined as follows: R = ST + FT (1 -ST) ST e Applicable marginal rate of Tax State Corporate Income FT Applicable marginal rate of Federal Income Tax, either corporate or individual. contributions F _ Dollar Amount Of taxable in aid of constructionawhic)ipaid to income of the u a utility as taxable income tido Yr and be included Revenue and which had been excluded in Code. Section 118(b) of the Internain l which4) P v Dollar Amount of must be included in taxable property which had been excluded income of 118(b) of the Internal.Refrom taxable Coriavenue income SERVPn 0 Y: BY:—_ d. Perrone, its President WITN,, ES �C conveyed to utility the utility, and Pursuant to Section CORALSTO rias W. parks J J its President WITNES)) ES: J l�! EXHIppT "j)" 11 4 WITNES ES: r� LOCATION MAP EXHIBIT "E" E COEALSTONE: BY: rian its Presic3parks , ent 4 0 • ADDENDUM NUMBER ONE TRIS ADDENDUM made this —J_3_0 day of ARril 1987, by and between CORALSTONE UTILITY COMPANY ("Coralstone CONSOLIDATED VISTA DEVELOPMENT CORPORATION ("Owner") and SEA OAKS UTILITIES, INC. ("Service Company") as an Addendum to that certain Agreement entered into between these parties, dated the _� day of _Abri , 1907. In addition to the agreements set forth in the • Agreement between the parties referred to above, Coralstone and Service Company further agree as follows: 1. All references to irrigation services irrigation systems and in the Agreement, more particularly, Paragraph 9 of the Agreement, do not .apply to Coralstone; provided, however, that in the event that Service Company develops the unanticipated need to dispose of excess effluent within Coralstone's treated franchise area described in that Agreement, then it may do so to that portion of Coralstone's franchise area which abuts State Road A -1-A and which property is not intended or used for residential purposes. In addition, and as a secondary measure, if Service Company determines it necessary, Coralstone, its successors and assigns, agrees to reasonably cooperate with Service Company waterto permit irrigation , if possible, to be elsewhere disposed of within Coralstone's franchise area. 2. Owner, by its execution of this Addendum to the Agreement, hereby signifies its consent that Service Company may provide the irrigation services and irrigation systems within Coralstone's franchise area, in accordance with Paragraph 1 above. Owner, by its execution of this Addendum to the Agreement, hereby signifies its consent that Service Company may provide sewage service to the property in accordance with the terms of the Agreement and the Addendum. stone developearea all e extension ea r3 3or otherl customerh w thins Coralst ne'srfranchise w ner to enter into Developer Agreements prior to th utility service bof y Coralstone. Said Developer Agreements shall be substantially in a form as approved by Service Company. All such Developer Agreements shall require the approval of Service Company prior to execution and/or amendment, which approval shall not be unreasonably withheld. Coralstone agrees to operate its franchise in accordance with sound utility practices consistent with American Water Works Association and industry standards. 4. Service Company agrees to postpone collection of the income tax impact charge from Coralstone as required under Paragraph 90 of the Agreement. In the event income taxes are imposed on Service Company as a result of receipt of either cash or property contributed to Service Company by Coralstone pursuant to the Service Agreement, Coralstone agrees to deposit the tax impact amount as required in Paragraph 40 of the Agreement upon receipt of written notice from Service Company that such tax liability has been assessed against Service Company. 5. Within a period of forty-five (45) days after execution of this Agreement, or prior to the owner of the Property issuing its Notice to Proceed to Coralstone and/or Service Copany, Coralstone agrees to deliver to Service Company a copy of the Title Insurance Policy or an opinion of title from a qualified attorney-at-law with respect to the Property, which opinion shall include a current report on the status o (Page 1 of 2) e 0 s L the title, setting out the names of the legal title holders, the outstanding mortgages, taxes, liens and covenants. The provisions of this paragraph are for purposes of evidencing the owner of the property's legal right to grant the rights and privileges of Service and/or joinders to such rights andi privileges as contained in the Agreement and this Addendum. G. For purposes of the Agreement, the Guaranteed Revenues and base facility charges which are to be paid by Coralstone shall •be based on the number of ERC's of reserved capacity hereunder times the rates which would be charged against a one ERC customer. WITNE SES; 7 SERVICE :'OMPANY: SEA OAKS UTILITIES, INC., a FWJori co ration By: , Preston I. Perrone, its President CORALSTONE: CORALSTONE UTILITY COMPANY, a Florida corporation: . Illf!r� moi' rIr gs, CONSOLIDATED VISTA DEVELOPMENT CORPORATION, a Florida corporation By: Brian W. arks, it 'president (Page 2 Of 2) 1140 6 SEA DADS UTILITIES, INC. M9 CAHUINAL UHIVC VIX0 1JEACH. YLUNIDA Q961 April 13, 1987 t+u�I :11 rltLu Coralstone utility Company c/o Consolidated Vista Development Corporation 200 Ocean Avenue, Suite 102 Melbourne Beach, FL 32951 R.£: Coralstone Utility Company Service Agreement Gentlemen: In conjunction with the execution by Coralstone Utility Company ("Coralstone") of a Service Agreement with Sea Oaks Utilities, Inc. ("Service Company") on even date herewith, Service Company hereby agrees with Coralstone as follows: 1. Pursuant to Section 6 of the Service Agreement, Service Company hereby acknowledges written notice to proceed and hereby waives the 12 -month period of time to construct facilities necessary to provide service to the property, as such facilities are presently constructed and available to provide service to the property. 2. Pursuant to Section 32 of the Service Agreement, Service Company hereby acknowledges that no additional costs and expenses will be charged to Coralstone, pursuant to the provisions of Section 32 of the Service Agreement, and that upon execution of this Agreement, Service Company shall not require the pay- ment of any fees set forth in Section 32. 3. Service Company hereby acknowledges, pursuant to Section 34 of the Service Agreement, that as of even date herewith, no relocation of existing sewer utilities are necessary or required for Coralstone, Service Company acknowledges that no relocation expenses under Section 34 of the Service Agreement will be charged against or to Coralstone. While Service Company hereby acknowledges that it presently has sufficient facilities and capacity to provide service to Coralstone property, in the event Coralstone elects not to make payment of the required connection charges upon execution of the Service Agreement, or elects not to pay the guaranteed revenues as required under the Service Agreement, then the pro- visions of Sections 6, 32 and 34 of the Service Agreement will apply in full to or against Coralstone, and the application of these Sections may result in additional time and expenses to Coralstone as set forth in the Service Agreement. , Coralstone Utility Company Page 2 April 13, 1987 I Very truly yours, SEA OAKS UTILITIES, INC. O • 0 BY: - PRESTON I. PERRONE, ITS PRESIDENT ACKNOWLEDGE11ENT: CORALSTONE UTILITY COMPANY BY: ria W. pa s, Its President PIP/cal • CONSOLIDATED VISTA DEVELOPMENT CORP. 296 THE CORALSTONE CLUB OPERATIONS ACCOUNT i 200 OCEAN AVENUE, SUITE 201 MELBOURNE BEACH, FLORIDA 72851 April 13 19 87 63-1+191 1610 1 PORDEEAOF OTHESea Oaks Utilities Inc, $ 23P.000.00 **Two hundred thirtZ one thousand and no/100** OLLARS • Harbor Federal _ fT.PIERCE, FLORIDA 7]151 7 �® u'000296u'111 1: 26701341991:2600000473633V - - - - CONSOLIDATED VISTA DEV. CORP. DETACH A ND RETAIN T71o15 STATEMENT �Nn wTTAc..co c... CH , cww. THE CORALSTONE CLUB oT cow..LCT nu.[ NOT.rr OPERATIONS ACCOUNT nFI I.— _ F..e.. DATL of I N IFTIOH AMOUNT OIYTNIO UTION■ ACCT. NO. AMOUNT STAT[ 4/7/87 Sewer Treatment Plant 231,000.00 I 153.00 IM►Lores •{111ao IMOIMO TOTAL IANNIHOO D a D a T 1 D N TOTAL SOCIAL WITHHOLDING .{C..ITI STAT[ TAS LLS. INC. T.. INCDNa TAa D[OacIIDNS H[T IAT t A G R E E M E N T BETWEEN INDIAN RIVER COUNTY, FLORIDA I I AND SEA OAKS PROPERTY OWNERS ASSOCIATION 1. �IIp IRRIGATION AGREEMENT �I THIS AGREEMENT, made and entered into this !_ day of dll 1989, by and between INDIAN RIVER COUNTY, A II political subdivision of the State of Florida, hereinafter referred to as COUNTY and SEA OAKS PROPERTY OWNERS ASSOCIATION, a Florida corporation, hereinafter referred to as S.O.P.O. W I T N E S S E T II WHEREAS, the FLORIDA DEPARTMENT OF ENVIRONMENTAL REGULATION (FDER) permit regulations are rigorous in controlling effluent quality for application to residential areas when limited human contact may occur; and WHEREAS, COUNTY is the owner of a wastewater treatment system with full authority to charge for treatment and operation services; and WHEREAS, specific needs as to irrigation effluent pla;ement and volume are better handled by the S.O.P.O., NOW THEREFORE, in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the undersigned, it is hereby agreed as follows: 1. DEFINITIONS. Responsibility - Hiring and paying person(s) with ability to perform the activities, purchasing supplies and materials, and satisfying all requirements of this Agreement. Effluent - Treated sewage with the proper pH, turbidity, and chlorine content pumped at a pressure to operate the irrigation system. Potable Water - Water purchased from COUNTY's water treatment plant with connection having a suitable "air -gap" or backflow preventer that will prevent backflow contamination. 1 . ' ® 7/27/89 U10 (CSEAOAxI.OFM) :c Off-site Irrigation System - Distribution mains, zone flow controllers, timers, laterals, spray heads, and all associated fittings. "Jockey" Pump - Small pump dedicated to purpose of testing Ile and adjustment of sprinkler heads. This is required to avoid damage to irrigation pumps during these operations needing low flows. I� 2. COUNTY'S RESPONSIBILITIES. COUNTY, or its successors or assigns, shall comply with FDER regulations per Permit ��• #D031-137587 and all other applicable federal, state, and local rules and regulations to assure the safe physical composition and quality of effluent for spray irrigation in a residential area as planned and approved by all regulating agencies. COUNTY shall employ the plant operators, certified to comply with FDER regulations, to operate and maintain the treatment plant to provide effluent that meets permitted specifications for pH, turbidity, and chlorine content. COUNTY shall allow ingress/egress easement to allow S.O.P.O. to operate and maintain the irrigation system. This easement allows access to irrigation controls and motor controls center also mounted at the plant site. S.O.P.O. shall install a separate service and meter to meter power consumption used by the irrigation system. 3. COORDINATED JOINT COUNTY AND S.O.P.O. RESPOhlSIBILITIES. S.O.P.O. guarantees the COUNTY that S.O.P.O. will accept up to 500,000 gallons per day of effluent, if available, for re -use. During times when effluent quantities are not sufficient to supply 500,000 gallons during scheduled irrigation, water shall be added to the effluent by COUNTY as needed by S.O.P.O. up to 500,000 gallons per day. COUNTY has the option to supply blended water for irrigation re -use directly from wells, water plant processed water, or Ro reject water. Quality of effluent will not exceed five hundred parts total dissolved solids (TDS). All water so delivered to S.O.P.O. for re -use shall be metered and billed to S.O.P.O. at the COUNTY rate in effect at the time of the billing. COUNTY shall install and maintain the meter. Any potable water used for makeup shall be metered and billed to S.O.P.O. at the COUNTY rate in effect at the time of the billing. County shall use its best efforts to use potable water only as final backup and supply. A. During times when there is a surplus of effluent, COUNTY shall request that S.O.P.O. adjust the irrigation controls to distribute a designated volume of water to safe zones that can accept that volume. 2 it • 4111D ® 7/27/89 U0 (CSEAOAxI.OFf4):c 4. S.O.P.O. RESPONSIBILITIES. S.O.P.O. shall be responsible for setting the irrigation control timers, and maintenance of the controls, pump equipment, and irrigation system. it shall employ and pay the personnel who have knowledge of the system, experience, and expertise to operate and maintain the distribution system. f. Maintenance of -the irrigation system shall be coordinated by S.O.P.O. with COUNTY as necessary to prevent problems with those respective systems. 5. COMPENSATION. Except as described above, neither party shall pay additional compensation to the other for its services rendered hereunder. 6. TERM. This Agreement shall become effective simultaneously with the execution of this Agreement by all of the parties and shall continue in full force and effect for ten (10) years from said execution. The provisions of the original Agreement shall become void with execution of this Agreement. 7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties. The same may not be amended or modified orally. All understandings and agreements heretofore between the parties with respect to the management of the system are merged into this Agreement, which alone fully and completely exrresses their understanding. 8. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 9. FURTHER ASSURANCES. The parties hereto agree to execute any and all further instruments and documents, including the granting of easements and like instruments, and to take all such action as may be reasonably required by either party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein. Further, S.O.P.O. and its shareholders shall give full faith and support and will not adversely impede COUNTY Billing Agent in the discharge of his duties as provided herein. 10. GOVERNING LAW. This Agreement shall be governed in its enforcement and construction and interpretation by the laws of the State of Florida. 11. NOTICES. When either party is required to give notice to the other or make any demand upon the other, such notice shall be in writing and delivered by telegram or certified mail, return receipt requested, addressed to the party to whom it is intended as follows: 3 „ 7/27/77 UT'. -(C:: JAKI.UI'1.1):c.•,, AGREEMENT BETWEEN INDIAN RIVER COUNTY, FLORIDA \ AND SEA OAKS 'PROPERTY OWNERS ASSOCIATION IRRIGATION AGREEMENT THIS AGREEMENT, made and entered into this ;day oC , 1989, by and between INDIAN RIVER COUNTY, A political subdivision of the State of Florida, hereinafter referred to as COUNTY and SEA OARS PROPERTY OWNERS ASSOCIATION, a Florida corporation, hereinafter referred to as S.O.P.O. W I T N E S S E T 11 WHEREAS, the FLORIDA DEPARTMENT OF ENVIRONMENTAL j REGULATION (FDER) permit regulations are rigorous in controlling . effluent quality for application to residential areas when limited human contact may occur; and ' WHEREAS, COUNTY is the owner of a wastewater treatment system with full authority to charge for treatment and operation services; and WHEREAS, specific needs as to irrigation effluent placement and volume are better handled by the S.O.P.O., NOW THEREFORE, in can-idarntien Of the premises, the mutual covenants contained herein and other good and valuable_ consideration, the receipt and sufficiency of which is acknowledged by each of the undersigned, it is hereby agreed as follows: 1. DEFINITIONS. Responsibility - Hiring and pt.ying pe rson(s) with ability to perform the activities, purchasing supplies and materials, and satisfying all requirements of this Agreement. iEffluent - Treated sewage with the proper pH, turbidity, and chlorine content pumped at a oressure to operate the irrigation system. Potable Water - Water purchased from COUNTY'S water treatment plant with connection having a suitable "air -gap” or - backflow preventer that will prevent backflow contamination. 1 7/27/69 UTI (CSEAOAKI.OFH):c Off site irrigation Svstcm - Distribution mains, zone flow 1 controllers, timers, laterals, spray heads, and all associated fittings. "Jockey" Pump - Small pump dedicated to purpose of testing i � and adjustment of sprinkler heads. This is required to avoid ' damage to irrigation pumps during these operations needing law flows. 2, COUNTY'S RFSPOPISTni LITTF5. COUNTY, or its succeessorermit assigns, shall comply with FDER regulations s Orp gD0]1-1, shall and all other applicable federal, state, and local to assure the safe physical composition and rules and regulations quality of effluent for spray irrigation in a residential area as planned and approved by all regulating agencies. COUNTY shall employ the plant operators, certified to comply with FDER regulations, to operate and maintain the treatment plant to provide effluent that meets permitted specifications for pH, turbidity, and chlorine content. COUNTY shall allow ingress/egress easement to allow S.O.P.O. to operate and maintain the irrigation system. This easement motor controls center allows access to irrigation controls and also mounted at the plant site. S.O.P.O. shall install a separate service and meter to meter pourer consumption used by the irrigation system. COORDINATED JOINT COUNTY AND S.O.P.0. Rr'S ONS BIL TIpES• to S.O. P.O. guarantees the COUNTY that ^..O.P.O willsacce t,tup 4 j�.•, 500, 000 gallons per day of erfluent Y £+t-apaj. T,pble, for re e., _a During times when effluent quantities are not su£f icient to ons during scheduled irrigation, water shall supply 500,000 gall be added to the effluent by COUNTY as needed by S.O.P.O' UP blended ¢ d0nS1, ���7:3R.n�x`Ae;�P•u• COUNTY has the option to supply `VI water water for irrigation re -Use directly £ualitrom elof,effluent plant processed water, or RO reject water. Q y all _ not exceed five hundred parts total dissolved solids (TOS). water so delivered to S.o.P O. for re use sha11�4e metered ancj ...: e .: _• a he..".time rot •-�'— b11lyd..tp.. 'O.P:A.,.at the.000NTY rate in._ef£ect a, COUNTY shall install and maintain the meter. Any tohS1p1�,1,t1.ng _. pr. h, i2�i"�+,, a'C Y -used for 'niakoup: shat "be:7nctereu;'and ::b filled •ta; j0 p O.r,�,at the -g. COUNTY.i'rate in;'e f'Eect at the otable water onlytime of the as County shall use its best OCforts to use p final backup and supply. A, During times when there is a surplus of effluent, 7 adjust the irrigation controls COUNTY shall request that S.O.P.O. adj to distribute a designated volume of water to safe zones that can accept that volume. z 7/27/49 UT: (CSEAOAKI.OFM):c q, S.O.P.O. RF.SPONSIBILITiES. S.O.P.O. shall be responsible Ear setting the irrigation control timers, and maintenance of the controls, pump equipment, and irrigation system. I shall employ and pay the personnel who have knowledge of the system, experience, and expertise to operate and maintain the distribution system. I I Maintenance of the irrigation system shall be coordinated by S.O.P.O. with COUNTY as necessary to prevent problems with those respective systems. a 5, COMPENSATION. Except as described above, neither party shall pay additional compensation to the other for its services rendered hereunder. 6. TERM. This Agreement shall become effective simultaneously with the execution of this Agreement by all of the parties and shall continue in full force and effect for ten (10) years from • said execution. The provisions of the Origindl Agreement shall become void with execution of this Agreement. 7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties. The_same may not be amended or modified orally. All understandings and agreements heretofore between the parties with respect to the management of the system are merged into this Agreement, which alone fully and completely expresses their understanding. e. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 9. FURTHER ASSURANCES. The parties hereto agree to execute any and all further instruments and documents, including the granting of easements and like instruments, and to take all such action as may be reasonably required by either party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein. Further, S.O.P. O, and its shareholders e shall give full faith and support and will not adversely impede COUNTY Billing Agent in the discharge of his duties as provided herein. 10. G:JVFRNING LAW. This Agreement shall be governed in its enforcement and construction and interpretation by the laws of the state of Florida. 11. NOTICES. When either party is required to give notice to .the other or make any demand upon the other, such notice shall be in writing and delivered by telegram or certified mail, return receipt requested, addressed to the party to whom it is intended as follows: 3 7/27/89 UT' (CSEAOAKI.OFM):c 1 Sea Oaks Property Owners Association i Sea Oaks Utilities, Inc. 8765 North A -1-A Vero Beach, Florida 72963 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA ATTEST: BY ercon Cary C wheeler, chairman erfo1,• o e Board s�� (SEAL) Witness Witness N SEA OAKS PROPERTY OWNERS ASSOCIATTI'O-N By:i / T By: (SEAL) 4 N Nn n.wh AOOn'/N n.�. A411n Leqm Cu a9a� Oca F��M AIG IIIIR • IIIff•o 0 7/27/89 U7$ (CSEAOAKI.OFM):c Sea Oaks Property Owners Association 9 Sea Oaks Utilities, Inc. 8765 -North A -1-A Vero Beach, Florida 32963 Witness Witness BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA By: Gary '7c-e�r, Chairman (SEAL) SEA OAKS PROPERTY OWNERS ASSOCIATION By: By: 4 (SEAL) Iniw nye f, Aggr_ve1 [late An