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HomeMy WebLinkAboutBig Cypress Asso., Ltd. -1984 09 05134e Cypress NUM In, 1994 .and .. cbaiar Qlf PrQ�erties 1JA-IL UF P1WECT 8arted in this Developer Agree"e t Vis. ►: ho s; i 300'gallons per day of�` x`'`capac tq'and 18,307 gallons ©EVE&OPEi, `irmer•.1aE11T aday of water capacity which has a burse.ment price of $60,920.00. ► THIS AGREE1.1EIlT made and entnred into this 5th day of .pptember 1984 , by and between BIG CYPRESS ASSOCIATES, LTD. , hereinafter referred to as "Developer", and Worth Orlando slater and Sewer Corporation, a Florida corporation, hereinafter referreA;to as "Service Company". WHEREAS, Developer owns or controls lands located in Seminole County, Florida and described in Exhibit "A" attached hereto and made a part hereof as if fully set out in this paragraph and hereinafter referred to as the "Property", and Developer, intends to develop the Property by erecting thereon, individually metered residential units, general service units, or combination of these; and WHEREAS, Developer has officially requested that the Service Company provide central outer distribution and sewage collection service for Developer's property herein described in Exhibit "A"; and WHEREAS, the Service Company is ,willing to provide, in accordance with the provisions of this Agreement and Service Company's main extension policy, central %grater and sewer services • to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive an adequate Hater supply and sewage collection and disposal service from Service Company; and WHEREI+S, the Florida Public Service Commission, having regulatory authority over Service Company, issued 'S''n order on hugust 17, 1983, requiring Service Company to amend its service availability' charges and to collect certain increased service availability charges over those previously utilized by Service Company; and WHEREAS, the execution of thi.$ Agreement is required in order to conply with the provisions of the said Florida public Service Commission order and to put into .effect the said increase in rates and charges for service availability as to those developers having agreements not incorporating the provisions of the .said order of the Public Service Commission hereinabove mentioned; and MEREAS, Service Company feels compelled to disclose tc duveloper that Service. Company is currently engaged in negotiations for sale 'of the assets of Service Company to a governmental authority and Service Company desires to m8he provision for the assignment of the obligations of Service Company contained hereir to any such governmental purchaser; and 11HEREAS, Develop'er's project and the receipt of Water ani sewer service is contingent upon tho construction and utilizatio► of existinn and contemplated water and sewage service facilities • and the av:!;.lability of capacity of those 'facilities, NOW TIIERLPFORE, for and in consideration of the mutual undertaYirngs and agreements herein contained Uuveloher and Service Company hereby covenant and agree • 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 Instn)lation" - All facili- ti Se or inarz y on the consumer's Side of the point of delivery. (b) "Contribution-in-aid-of-Construction (C1AC - The sum of money an or the value of property represented by the cost of the water distribu- tion and sewage collection systems including lift stations and treat- ment plants constructed or to be constructed by a Developer or owner, which Developer or owner transfers, or agrees to transfer, to Service Company at no cost to Service Conpany, in order to induce Service Company to provide Utility Service to specified property. (c) "Development Phase" - A subdivision or construction`p) ase of the con- struction of utility property, facilities on • (d) "E uivalent Residentinl Connection (ERC - A actor use to conve t a given average daily flow (ADF) to the equivalent number of residen- tial connections. For this purpose the average daily flow of one equiva- lent residential connection (ERC) is 350 gallons per day (gpd) for water service and 250 gallons per day (gpd). for sewer service. The number of tRC's contained in a given ADF (water or sewer) is determined by dividing the ADF by the appropriate ERC gallons per day. The determina- tion of the number of ERC's for the Property shall be subject to factoring as outlined in Service Company's tariff, or as mutually agreed upon by Service Company and Developer., if applicable. (e1 "Iloti.ce to Proceed" - A document e ecuicd-by eve 'oyer expressing a formal order pursuant to the Developer agreement, for specific water and/ or sewer service. (f) "Point of Delivery" - The point where die P1Pes or meter of Service Company Lire consumer.Ct eUnl less�otherwisel tile sindica1ted, PO 'It of delivery shall be at the c0r'sumer's lot line. -2- premises, the and as;uned, an follows: W "Pronert - The area or parcel of land escribed in Exhibit "A". (h) "Service" - The readiness and ability on tFa part of Service Company to • furnish and maintain water and sewer service to the point of delivery for each lot or tract (pursuant to appli- cable rules and regulations of appli- cable regulatory agencies). 3. Assurance of Title - Within a period of forty-five (45) days after t e execution of this contract, or prior to Developer issuing the Notice to Proceed to Service Company, at the expense of Developer, Developer agrees to deliver to Service Company a Certificate of Title, a Title Insurance Policy or an opinion of title from a qualified attorney-at-law, with respect to -the Property. 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. 4. Connection Charges - In addition to the contribution of any water distribution and sewage collection systems, where applicable, and further to induce Service Company to provide water and sewage service, Developer hereby agrees to pay to Service Company the following connection charges: (a) Contributions in Aid of Construction: (1) Plant Capacity -Charges - The contri- bution of a portion of the cost of construction of treatment plants, described in Exhibit "D". (2) Main Extension Charges - The cost of off-site water -and sewage systems, as described in Exhibit "C".;` • (b) Payment of the connection charges does not and will not result in Service Company waiving any of its rates or rules and regu- lations, and their enforcement 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 future right, title, claim or interest in znd to the connection charges paid or to any of the water or sewer facilities and properties of 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, aic applicable to all persons or entities. Any user or cohsumer of water or sewer 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. -3- S. Pnvmc•nt - Developer plant and Wali► acity char eforr�all Pay 1,► full .ill treatment• at the time of 1 g capacity reserved hereunder execution hereof. The parties agree that the c.�pacit}• needed to provide *87$$0 divfed by 2= W�F�,icc to the Property is 9b0 later supply and @ 0 gallonn l>cr day for potnblc Ucvclo er 0 0** gai orl-t er day for w.� .lec•►,�tcr removal. 1. ald perch p slraagrec ; that t 1e nunber of units t�pacity whichy 11 not a::-so the nu nber of units Ofcapacity adevelopment ►for capacity is reserved hereb Ueveloper a roes that ..,l } pur.,uant to -Exhibits •Il and C. ** 60000 divided,,Ilb 2= Dcvcloper'sg sewage to be treated by Service Company from 30000' further agrees will consist of domestic wastewater and grm that it will not allo�•r any abnormal strength sewage (j7�00) sold to flow from Developer's property to t•h% Utility's sewage treatment 12500 sewer ca acit facility thm at will cause harto tile a e tretment proccrss., In p y addition, developer further agrees that no wastewaters, fluids or Other substances and materials shall be discharged to Service Company's sanitary setter collection/transmission system,which contains any hazardous, inflammable, toxic and/or industrial constituents, in chole or in part, regardless of the concentrations (i.e., strengths) of said constituents. Service Company tile Developer right to sample the Developer's sewage, as to paragraph. referred to hereinabove, to verify Developer's compliance with this, 7• On-site Installation To induce Service Company to provide the water treatment and sewage collection and disposal Facilities, and to continuously Property with water and sewer services, nlesseotherrs owise dprovided on the for herein, developer hereby covenants and agrees to construct 'and to transfer ownership and control contribution-in-aid-of-constructionto Service Company, as a , tine on-site water distribution and sewage collection systems located on developer's property. The term "on-site water distribution and sewage collection systems" means and includes all water distribution and supply mains, lines and pipes, and related facilities facilities and equipment, including and sewage collection 'lines, • within the boundaries of Developer's prop, prmping operty adequate in sizetoserve each lot or unit within the property or as otherwise reouirad by Service Company. Developer shall install at its sole ,►.pens,, all of the aforesaid facilities within the property in accordance with the plans, specifications and all other pertinent documents approved by the Service Company. Company with three (3) co p y' Developer will furnish Service the water distribution system, the ewagensand collectionfzmain,�nsfor lift stations and other £".ilities necessary to serve the property described in Exhibit "A", (a) Duveloper shail.obtain approval of plans and specifications from all necessary a9encies. 110 construction shall corrunence until Service Company ar►d appropriate regulatory agencies have approved such plans and specifications in writing. If construction cornrnences prior to all such approvals and any other approvals requires hereunder, Service Company shall have no ae•�ponsibilndity to accept such lines afacilities and Service Company may elect to terminale this Agreement and/ or not provide service to Developer until such tin:, as Developer oht,,ins all yuired approvals, such re- t•71►en permits and approved Plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to Service Company one copy of the water /or sewer construction permit and approved plans. Developer shall also supply • -4- to the Service Company a copy of the final estimate of payment covering all contract items and Release of Lien from Contrnctor(s). (b) After the approval of plans and specifica- tions by Service Company and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a precon- struct-ion 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, as may be appropriate. Developer shall provide to Service Company's representative forty-eight (48) hours written notice prior to commencement of construction and forty-eight (48) hours written notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when Service Company actually receives same. During the construction of the water dis- tribution and sewage collection 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 also inspect construction to insure compliance with the approved plans and specifications. The engineer of record and Utility contractor shall be present for all standard tests and inspections for pressure, exfiltration, line and grade, • and all other normal engineering tests and inspections to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (c) 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 a9encies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall, be included. The engineer of record shall also submit to Service Company ammonia mylars of the as -built plans prepared and certified by the engineer of record. (d) Developer will provide Service Company -with two (2) copies of the approved paving and drainage plans. (e) Developer will provide Service Company with three (3) copies of the approved subdivision plat. 8. Off -Site Installation - The Developer will construct and install all water mains, gravity sewer lines, lift station(s) and force main(s) from Developer's property to the Service Company's existing facilities in accordance with overall master plans of the utility system and in accordance with approved engineering plans and specifications. At all times prior to, during and upon completion -5- of the construction of the extensions of water and sewer lines, Service Company shall have the right• to. inspect and approve all construction plans and specifications,- piping, connections, equipment, materials and construction work being provided or performed, or previously provided or performed, by or on behalf of the Developer. Such approval shall not be unreasonably withheld or delayed by Service Company, and any costs of such inspections shall be borne by Service Company. It shall be the Developer's responsibility to insure that all construction fully meets the plans and specifications approved by the Service Company. As a condition precedent to receiving water and sewer service, Developer shall: (a) Provide Service Company with three (3) copies of the approved subdivision plat. (b) Provide Service Company with three (3) copies of the approved paving and drainage plans of the development. (c) Furnish Service Company with three (3) copies of the plans, specifications and engineering cost estimate for the water distribution system, sewage collection system, lift station(s) and other facili- ties necessary to serve the property described in Exhibit "A". Developer must receive approval from Service Company of said plans, specifications and engineering cost estimate prior to proceeding with any construction of the facilities. (d) Obtain approval of the plans and specifi- cations from all necessary governmental agencies, including, but not limited to, the Florida Department of Environmental Regulation, the County of Seminole, and/ or the City of Winter Springs. .No con- struction shall commence until Service Company and appropriate regulatory. agen- cies have approved such plans and speci- fications in writing. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to Service Company one (1) COPY of water and/or sewer construction permit and approved nlans. (Q) IJLur Lhu appiu'val. of plaui:,gilt] t;pL—Clfl•- (;Z:U.011:; Ijy �crvicu C011111 11y and aj.,.rupri.ute. regulatory agencies, Developer, or the engineer of record, shall set- up a precon- struction 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, as may be appropriate. Developer shall provide to Service Company's representative forty-eight (48) hours written notice prior to commencement of construction and forty-eight (40) hours written notice prior to any inspections or tests being per- formed as described herein. "Notice" shall be complete when Service Company actually receives same. 0 Dt : i►lg the construction of the water dis= ti.ibution and sewage collection systems by -6- 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 also inspect construction to assure compliance with the approved plans and speci- fications. The engineer of record and utility contractor shall be present all standard tests and inspections for pressure, exfiltration, line and grade, and all other normal engineering tests and inspections to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (f) 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. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. Developer's engineer shall deliver one (1) set of ammonia mylars of "As -built" engineering plans, prepared by the professional engineer of record, showing the location of all water and sewer systems and services installed, and certification by the professional engineer of record to the Service Company that such systems and services, as built, comply with the plans and specifications approved by. the- Service Company. Furnish proof satisfactory to the Service Company that the installation of the facili- ties and all contractors, subcontractors, materialmen and laborers have been paid in full, and provide an engineer's certificate of total cost of improvements, i.e., by Release of Lien or other appropriate means. (g) Ingtall, at its sole expense, all of the aforesaid facilities off-site, in accordance with the plans and specifications approved by the Service Company. The Service Company agrees it will complete its review of the plans and specifications within thirty (30) days of receipt from the Developer.. 9. By these presents, Developer hereby agrees to transfer to Service Company, title to. all water distribution and sewage collection systems installed by Developer or Developer's contractor, pursuant to the provisions of this Agreement. Such conveyance shall take effect at the time Service Company issues its final letter of acceptance. As further evidence of said transfer of title, upon completion of the installation, but prior to the issuance of the final letter of acceptance and the! rendering of service by Service Company, Developer shall: (a) Convey to Sr,rvice Company, by bill of sale in form sat . sfact•ory to Service Company, the water stribution and sewage collection . systems ; onstructed !;y Developer and approved 1 Service Comp,,ny, as appropriate for Servi, :ompany owroi:ship. (b) Provide Sc .ice Company with copies of neleases o: Gien for said invoices. -7- • C (c) Assign any and all warranties and/or main- tenance bonds and the rights to.enforce same to t}ie Service Company which Developer obtains from any contractor constructing the utility systems. Developer shall remain secondarily liable on such warranties. If Developer 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 year, then in such event, Developer by the terms of this instrument, agrees to indemnify and save harmless the Service Company for any loss, damages, costs, claims, suits, debts or demands by reason of latent defects in the systems which could not have been reasonably discovered Upon normal engineering inspection, for a period of one year from the date of accept- ance by the Service'Company of said utility systems. (d) Provide Service Company with all appropriate operation/maintenance and parts manuals. (e) Further cause to be conveyed to Service Company all easements and/or rights-of-way covering areas in which water and sewer systems are installed, by recordable docu- ment in form satisfactory to Service Company. (f) Convey title to Service Company, by -record- able document in form satisfactory to Service Company, an acceptable site for any lift stations constructed on Developer's Property along with recordable ingress/egress ease- ment documents. Service Company agrees that the issuance of the final letter of acceptance for the water distribution and sewage collection systems installed by Developer shall constitute the assumption of responsibility by operation and maintenance of such Service Company for tlle continuous Systems from that date forward. 10. Easements - Developer hereby grants and gives to Service Company, its successors ae terms of maintain and assigns, but subject. to th this Agreement, the exclusive. right or privilege to construct, own, or operate the water and sewer facilities to serve the Property; and the exclusive right or privilege to construct, own, maintain and operate said facilities in, under, upon, over and across the present and future streets, roads, alleys and 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 made otherwise and is independent of said record plats. prior liens on the Property shall be requ'iredatoeeither ' releaseany,lsuing ch 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 with the terms of this agreement. All water distribution and sewage collection facilities, save and except consumer installations, shall be covered by easements qr rights-of-way if not located within platted or dedicated roads or rights-of-way for utility purposes. Developer -hereby further agrees that the foregoing grants include the necessary right of ingress and egress to any part of the Developer's property upon which Service Company is constructing or operating utility facilities. The foregoing grants -8- shall be for such period of time as Service Company or its successors or assigns require such rights, privileges or easements in the construction, ownership, maintenance, operation or expansion of the water and sewer facilities. The parties agree that in the • event Developer and Service Company agree to install any of the water or sewer facilities in lands within the Property lying outside the streets and easement areas described above, then Developer or the owner shall grant to Service Company, the necessary easement or eanements for such "private property" installation; provided,. all such "private property installations by Service Company shall be Of made in such a manner as not to interfere with the then primary use Developler „to 1vate Service1 property". shalll root pse reclude the the Busegranted by ot er utilities of these easements, such as for cable telvision, telephone, electric, or gas utilities, or as otherwise agreed to by Service Company, provided each does not interfere Company's use thereof. with Service Service Company hereby agrees that all easement grants Will be utilized in accordance with the established and generally accepted practices of the water and sewer industry with respect to the installation of all its facilities in any of the easement areas. regiment to Serve - Upon the of tcompletion of construction he water v��oe, faclrities by Developer, its inspection, the issuance of the final letter of acceptance by Service Company, and the other terms of .this Agreement' and Service Extension PolicCompany's Main Company covenants and agrees, that it will allow the connection of the water distribution and sewage collection facilities installed by Developer Service to the central facilities of Company and provide utility service in accordance with the terms and intent of this Agreement. Such connections shall at all times be in accordance with rules, regulations and orders of the applicable governmental authorities. Service Company agrees that once it provides water and sewer service to the Property and Developer or others have connected consumer installations to its • system, that thereafter Service Company will continuously provide, in accordance with the other provisions of this agreement, including rules and regulations and rate schedules, water and sewer 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, 12• ApyLilcation for Service; Consumer Installations Developer, or any owner o any parce o t e Property, or an occupant of any residence, building or unit located thereon shall not have the right to and shall not connect any installation to the facilities of Service Company until consumer written application has beformal been made to Service Company by prospective user of service, or either of the them, in accordance with the then effective rules and regulations of Service Company and approval for such connection has been granted. Although t}ie responsibility for connecting the consumer installation to the meter and/or lines of Service Company at the point of delivery is that of the Developer or entity other than Service Company, with reference agree as follows: to such connections, the parties (a) Application for the installation of water meters and backflow preventors shall be made twenty-four (24) hours in advance, not including Saturdays, Sundays and holidays. (b) All consumer installation connections may at its sole option be inspected by Service Cor:;;,ny before backfilling and Of covering nrly pipes. -9- (c) Written notice to Service Company requesting an inspection of a consumer installation connection may be given by the Developer or his contractor, and the inspection will be made within twenty-four (24) hours, not including Saturdays, Sundays and holidays, provided the water meter and backflow preventor, if applicable, have been previously installed. (d) If Service Company fails to inspect the consumer installation connection within forty-eight (40) hours after such inspection is requested in writing 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 matter whibh could have been discovered by such inspection. (e) The cost of constructing, operating, repairing or naintaining consumer installations shall be that of Developer or a party other than Service Company. (f) If a kitchen, cafeteria, restaurant or other food preparation or dining facility is con- structed within the Property, the Service' Company shall have the right to require that a grease trap and/or pretreatment unit be constructed, installed and connected so that all waste waters from any grease pro- ducing equipment within such facility, in- cluding floor drains in food preparation • areas, shall first enter the grease trap for Pretreatment before the wastewater is delivered to the lines of the Service Company. The size, materials and construction Of said grease trap are to be approved by Service Company. Developer hereby grants to Service Company the right.to periodically inspect the pretreatment facilities herein described. The provisions of this paragraph shall not apply to individual residential kitchens. 140 substance other than domestic wastewater Will be placed into the sewage system and delivered to the lines of the Service Compan. Should any grreaseyor oils, including, buttnot�Jlimited to, floor wax or paint, be delivered to the lines, the Customer will be responsible for payment of the cost and expense required in correcting or repairing any resulting damage or impairment to the treatment pro- cess and/or facilities. 13. Service Com ppanyis Exclusive Right to Utilit .Facilities Developer agrees wi�� Servic—e, o ,iy t)iat a T -water an Itiei facilities accepted by Service Colnpu„y in connection with providing water and sewer services to the Property shall at all times remain in the sole, complete and exclusive ownership of Service Company, its successors and assigns,'and any person or entity ownin Of tile e Property or any residence, building,g a»t part located thereon, shall not have an ri ht °r unit constructed or in and to su(:ll facilities or an y g title, claim or interest including the furnisi�in9 of water orpsewer servicesart of them, to or y to other persons or entities located within or beyond the limits of theProperty. -10- Developer may provide for the availability of those water services to the Property which constitute "non-domestic" uses such as for irrigation purposes. 14. EXclusive Right to Provide Service - As a further and essential consideration 01 this Agreement, Developer, or the successors .and assigns of Developer, shall not (the words "shall not" being used in a mandatory definition) engage in business or businesses of providing potable water or sewer services to the Property during the period of time Service Company, its successors and assigns, provide water and sewer services to the Property, it being the intention of the parties hereto that under the foregoing provision and also other provisions of this Agreement, Service Company shall have the sole and exclusive right and privilege to provide water and sewer services to the Property and to the occupants of each residence, building or unit constructed thereon, except for the providing by Developer,, from its own sources and lines for irrigation uses. 15. Rates - Service Company agrees that the rates to be charged to Deve oper and individual consumers of water and sewer services shall be those set forth in the tariff of Service Company approved by the applicable governmental agency. However, notwithstanding any provision in this Agreement, Service Company, 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 times be reasonable and subject to regulations by the applicable governmental agency or as may be provided by law. 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 water and sewer services to the Property, including the costs thereof. Any such initial or future lower or increased rates, • rate schedules, and rules and regulations established, amended or revised and enforced by Service Company 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 water and sewer service provided to the Property by Service Company. 16. Binding __Effect of Agreement - This Agreement shall be binding upon and: shall -inure to t e enefit of Developer, Service Company and their respective assigns and 'successors by merger, consolidation, conveyance or otherwise, suliject to the terms of this agreement as contained herein. In the event of a sale of all, or substantially all, of the stock or assets of Service Company to a governmental -agency or authority or third party, such governmental agency, authority, or third party shall assume all of Service Company's responsibilities and duties to .Developer hereunder and the liability of Service Company shall cease. Any such purchaser must, however, acknowledge its obligation to honor this Agreement. M SCELLANEOUS PROVISION'S 17. Notice - Until further written notice by either party to the other, aTinotices 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: L. C. Grampier, President Big Cypress Associates, LTD. P. 0. Dox 20394 Orlando, Florida 32814 -11- • With a Copy to: and if the Service Company, at: North Orlando Water & Sewer Corporation, c/o Utilities Director, Suite 900, CNA.Tower, 255 South Orange Avenue, Orlando,. Florida 32801, with a copy to Myers, Y.enin, Levinson, Ruffner, Frank a Richards, 1020 East Lafayette Street, Suite 103, Tallahassee, Florida 32301, Attentions William E. Sundstrom. 18. Laws of Florida - This Agreement shall be governed by the laws of_7H_e__St_a—C—�—_-_;T Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 19. Cost and Attorne 's Fees - In the event the Service Company or Deve oper 1s require d to enforce this Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover front the other party all costs incurred, including reasonable attorney's fees. 20. Force Majoure - In t}te event that the performance of this Agreement Tay Tle_r party. to this Agreement is prevented or interrupted in consequence of any cause beyond the control of either party, including but not limited to Act 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, e>:plosion, 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. In the event Service Company's performance is prevented by the happening of an event of force majeure" as referenced in Section 20 above, Service Company shall refund to Developer the amount of monies previously paid by Developer to Service Company. Such refund shall be without interest or -penalty. 22. 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 development phase and to the Property as a whole. 23. This Agreement supersedes representations, all previous agreements or either verbal or written, heretofore in effect between Developer and Service Company, made with respect to the matters herein contained, and when duly executed, fully 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 eitherparty, unless such additions, alterations, variations or waivers are expressed in writing and duly signed. -12- • • U 24, Service Company's liability to Developer for non-performance Herein shall be limited Se ted to tl►e provisions of ction 21 hereof. 25. Whenever ti►e 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, 26. by the duly Exhibits mentioned herein have authorized officers, been signed or initialled hereto and agents or are hereby incorporated attorneys of the parties part hereof herein as fully as if by reference and made a set forth herin. 27. Whenever approvals of any nature are requiredby party to this Agreement, it is either unreasonably agreed withheld or delayed. that same shall not be 28. Notwithstanding the gallonage calculations that could be made hereunder relative to ERC's, by and execution hereof, Developer agrees that the intention of this contract is to reserve a given number of units of capacity for the property described in Exhibit "A" and not for purposes of any other calculations. 29• 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 considered to bri equally applicable under another in the interpretation of this contract. 30. BY the execution hereof, Developer agrees that Service Company has certain obligations as a re ulated public uti protect t}le health, safety and welfare oit f the public d )not to burden Service company's customers with extraordinary expenses attributed or attributable to Developer, his successors or assigns, and that Service Company may, at its sole option, require pretreatment or special features such as grease traps. It is theintention of the parties that all sewage shall conform to the requirements of Paragraph 6 hereto prior to introduction into ServiceCompany's collection system. Developer shall be responsible for all costs associated herewith. 31. Service Company shall, at all reasonable times and )lours, have the right of inspection of Developer's internal lines and facilities, -This provision shall be binding on the successors and assigns of the Developer, 32. %la conservation Demloyed eveloper. Saidrmea ures shall includesbutl�aot bee limited toy tlle (a) Low flush toilets Which utilize 3.5 gallons or less of water per flushing cycle. (b) Shower )leads which have flow restrictors, Pulsating features, flow control devices or other features which result in water conservation; and do not allow a flow exceeding 3,0 gallons per minute at 60 psi. (c) No swimming pool filter `backa,ash water, or any other swimming pool wa::•!::water shall be discharged to the sanitary sewer system. (d) Spring-loaded/automatic shut-off water fix- tures shall be utilize rooms. all public rest - This rov►ns. This shall include lavatory fixtures. -13- (e) Consideration and use (where Possible) of dishwnshcrs and washinq machines which have water conservation features and/ or utilize less water per cycle. • (f) Where and as possible, residential laundry wastes shall be disposed of by menns of an interceptor tank and absorption bed or drainfield. Such installations shall be in accordance with the design standards of Chapter 10 -DG, Florida Administrative Code. Service Company, at its discretion, shall review and approve all water conservation measures proposed by Developer. C7 33. The parties hereto recognize that prior to the time Service Company may actually commence upon a program to carry out the terms and conditions of this agreement, Service Company may be required to obtain approval from various state and local governmental .authorities having jurisdiction and regulatory power over the construction, maintenance, and operation of Service earnestly The Service Company agrees that it will diligently and ), at Developer's sole cost and expense, make the necessary and proper applications to all governmental authorities and will pursue the same to the end that it will use its best efforts to obtain such approval. Developer, at its own cost 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 pavment of a reasonable fee to defray -Service Company's legal, engineering, accounting, administrative and contingent expenses. 34. Submission of the Developer Agreement to the Developer by the Service Company shall not constitute or be construed to constitute an offer of service to Developer by Service Company. The Developer Agreement shall become effective and binding upon the Developer and Service Company only at time of execution of same by the parties. 35. Failure to insist upon strict compliance of any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, or shall any waiver or relinquishment of any right or power hereunder at any one time, or times, be deemed a waiver or relinouishment of such right or power at any other time or times. 36. Regardless of where executed, this Agreement shall be construed according to the laws of the State of Florida. 37. In the event that relocation of existing water and sewer utilities are necessary for the Developer, Developer will reimburse Service Company in full for such relocations. -14- :7 • IN WITNESS MIEREOF, Developer and Service Company have executed or have caused this Agreement, with the named Exhibits attached, to be duly executed in several counterparts, each of which counterpart shall be considered an original executed copy of this Agreement. IIITNESSES: SERVIC- COMPANY: , ----- — uy' _ _s1 - Attest: ---- DEV • LOJ -, PIC-)-� y ' At-tes6, rn.Wss Assoc, LTD 1 P-P.-6tWtQAL f bt.TU6tL 01MV.c l..l-tet.. c+-.—._ MORTGAGEE JOINDER (if applicable) - ----- icy --------- _—_— Attest: DATE------- ------- —Is— iJ't'ARY PU$LIC, Slate of Florida— at Large MY Commission Expires: STATE OF FLORIDA COUNTY OF ) The foregoing instrument was acknowledged bAfore me this day of 198 , by �'6'1'AltY YUBLt�,�-te off' croricTa-at I•ly Commission Expires: Large • This Instrument Prepared By: -16- STATE OF FLORIDA ) COUNTY OF Orange • The foregoing 5th day September instrument wan acknowledged belor#2 me this _ of _----------' 198 4 b _ y Gerald L. Chancellor IJU' RY h LIC, St'a p [' orido at Lur e g My Commission Expi es: STATE OF FLORIDA Notary Public, Slate of Fibr'da at Carge. My Cornrnissiorr Expires COU14TY OF July 31, 198% ) Oondoe 6y lawyers Surely Corporalrorr The foregoing instrument was acknowledged before me this 5th day of September 198-1_, by L. C. Grammer 2&rw"'p"ltt3LIC, a at Large 5t tE`Flortra—r —e.ly mission Expi es: Notary Public, State of Florida of Cargp' STATE OF FLORIDA My Commission Expires July 31, 1987 ) COU14TY OF Doodad by Lawyers Solely CorperaUon The foregoing instrument was acknowledged before -me this _ day of 198 , by iJ't'ARY PU$LIC, Slate of Florida— at Large MY Commission Expires: STATE OF FLORIDA COUNTY OF ) The foregoing instrument was acknowledged bAfore me this day of 198 , by �'6'1'AltY YUBLt�,�-te off' croricTa-at I•ly Commission Expires: Large • This Instrument Prepared By: -16- BIG CYPRESS RA11E O'cPMi-C'f -- --- 0 PROPERTY DESCRIPTION BIG CYPRESS GOLF COURSE LYING WEST OFSHEOAH BOULEVARD DESCRIPTION: A portion of Tracts "D',')4' and "1" and all of Traee THE HIGHLANDS SECTION THREE, as recorded in Plat Book 17, Pages 48 and 49 of the Public Records of Seminole County, Florida, Being more particularly des- cribed as follows: From the Southwest corner of North. Orlando Ranches Sectic 13, as recorded in Plat Book 13, Page 40; Public Records of Seminole -County, Florida, run thence N.12054104"E. along the West line of said North Orlando Ranches Section 13, a distance of 118.68 feet; thence run N.89056'10"E. 310.!' feet to a point on the Westerly right -of -way -line of Sheoah Boulevard, said point being on a curve concave Easterly and having a radius of 596.12 feet; thence from a tangent bearing of S.09°51110"W. run Southerly along the arc of said curve and said Westerly right-of-way line, 745.46 feet through a centra? angle of 71°38!58" to the point.of Beginning; thence continue along the arc c said curve and said Westerly right-of-way line 33.84 feet through a central angle of 03015110" to the point of tangency; thence run S.65002'55"E. 72.00 feet to the point of beginning of a curve concave Southerly and having a rad- ius of 354.78 feet; thence run Southerly along the arc of said curve.19.53 feet through a central angle of 03009114" to a point; thence leaving said Westerly right-of-way line run S.23°01'18"W. 55.72 feet; thence S.08°48'25"W. 141.52 feet; thence S.21°2414011W. 153.06 feet; thence S.06"52'27"W. 144.14 feet; thence S.27013143"W. 153.87 feet; thence S.6602913011W. 340.92 feet; thence S.57033100"W. 150.51 feet; thence S.10°21105"E. 310.54 feet; thence S.83036138"E. 315.32 feet; thence S.44 4710811E. 177.77 feet; thence S.36050' 38"E. 217.13 feet thence N.85°11158"E. 70.0.0 feet to the corner common to Tracts "D" and "I", of said The Highlands Section Three, and said Westerly right-of-way line of Sheoah Boulevard, said corner being on a curve concave • Easterly, and having a radius of 972.98 feet; thence from a tangent bearing Of S.04048'02"E. run Southerly along the arc of said curve and sfiid Westerly right-of-way line 274.21 feet through a central angle of 16°08149" to the point of reverse curvature of a curve concave Westerly and having a radius of 830.23 feet; thence run Southerly along the arc of said curve 102.45 feet through a central angle of 07°04'14" to the corner common to Tracts "C" and "I", of said The Highlands Section Three, and said Westerly rightrof-way line of Sheoah Boulevard; thence run Southerly, Westerly, and Northerly along the boundary line of said Tract "I" the following courses: run S.57°38153"P1. 89.70 feet; thence S.3701110511W. 364.81 feet; thence S'.4.0°36'05"E. 92.20 feet thence S.32058'10"W. 220.51 feet; thence S.01°34'10"E. 365.14 feet; thence S.82°40'26"E. 140.95 feet to a point on a curve concave Easterly, and having i radius of 1545.74 feet; thence from a tangent bearing of S.13025131"W., run Southerly along the arc of said curve 234.76 feet through a central angle of 08°42'07" to a point; thence run S.87.014'54"tri. 112.94 feet; thence South 235.00 feet; thence S.14°44'05"W. 360.30 feet; thence N.89059134"W. 300.00 fe, thence S.00049'13"E. 179.30 feet; thence N.82°53'31"11."220.74 feet; thence ' N.07°06129"E. 10.00 feet; thence N.82053131"W. 200.06 feet; thence S.07006129' 10.00 feet; thence N.82°53'31"h1. 286.90 feet; thence N.00°49;13"W. 91.80 feet thence N.89°59'34"W. 735.'75 feet; thence N.82°53'31"1+1. 614,.65 feet to the. Southwest corner of said Tract "i"; thence continue along said boundary line N.11049130"E. 1976.51 feet; thence N.86053133"E.' 669.49 feet; thence N.03006' 27"W. 1806.41 feet; thence leaving=said boundary line of Tract "I", run S.68° 00'00"E. 120.00 feet; thence N.60000'001,E. 125.00 feet; thence N.44009.110E. 162.37 feet; thence S.89°56'10"E. 141.68 feet; thence N.4201114911E. 139.18 fe( thence S.85°48'56"E. 320.45 feet; thence S.02005143"E. 130.00 feet; thence S.23039101"E. 54.44 feet; thence S.02005143"E. 150.00 feet; thence S.05°45138' 179.99 feet; thence S.19030125"W. 263.59 feet; thence S.020481281111. 52.20 fee'. thence S.30049'01"W. 76.49 feeti thence S.25010125"W. 200.00 feet; thence S.30057150"E. 116.62 feet; thence N.83-17 25"E..171.17 feet; thence N.48010' 15"E. 443.82 feet; thence N.26002'32"E. 260.00 feet; thence N.12044126"E. • 85.16 feet; thence N.43007132"E. 190.00 feet.-to'tlies•Point Of Beginning, containing 160.87911 acres. EXHIBIT "A" -17- PLANT CAPACITY CIIARGES Developer agrees to pay Service Company the following Plant Capacity Charges to induce Service Company to reserve the following Plaut capacities for Developer's propused connections. Developer understands that plant capacities are only reserved upon payment of charges by Developer to Service Company. Said plant capacity charges to be paid by Developer are those which are set forth in Service Company's tariff approved by the Florida Public Service with thea and, accordingly, these charges may be changed from time to time with the approval of the ConNnission. Payment Schedule Water: Customer Number of Number of ERC Total Charge Total Category Connections Units* Factor ERC's Per ERC Charges Multi—Family N/A 251 1.0 251 $115.00 and Commercial 28,865.00 Sewer: Customer Number of Number of ERC Total Charge Total Cate or Connections Units* Factor ERC's Per ERC Charges • Multi -Family N/A 251 1.0 251 and Commercial $325.00 $ 81,575.00 • Grand Total $ 110.440.00 *The term "unit" refers to the applicable componant which is the basis of determining the water or sewage flows. EXIIIIIIT "B" MAIN EXTEIIS1011 CIIARGES AND NATER AND SE14AGF SYSumc C011TRIOUT1011S • The Developer agrees to pay, in order to induce the Service Company to provide service, the following I•lain Extension Charges for the Ilydraulic Share of off-site facilities. Said I -lain Extension Charges to be paid by Developer are those which are set forth in Service Company's Uniform Water and Sewer Service Policy approved by the Florida Public Service Con�nisslon and, accordingly, these charges may be changed from time to time with the approval of the Commission. Payment -Schedule Nater: Gallons/Day uUmb..amw Number of ERC Total G2M!Eb oas Units* Factor Charge Total ERCs Per ERCCharges 8x080 251 1.0 251 $275.00 $ 69,025.00 (r4gfer.l=ty page 4) • r � U Sewer: Gallons/Day 114ORrAW Number of ERC OR '044A112 Units* Factor 60,,x000: 251 1.0 (rifei—>cx;page 4) Total Charge Tolal ERCs Per ERC Charges 251 $ 950.00` $112,950.OU Grand Total S t Rt _ ass 00 *The term "unit" refers to the applicable componant which is the basis for determining the water or sewege_flows. EXII1111 T "C" • PROMISSORY NOTE $292,415.00 Orlando, Florida o PrENQE�,f, 1984 FOR VALUE RECEIVED, the undersigned promises to pay to the order of FLORIDA LAND COMPANY, a Florida corporation, at CNA Tower, Suite 900, 255 South Orange Avenue, Orlando, FL 32001, the principal sum of TWO HUNDRED NINETY-TWO THOUSAND FOUR HUNDRED FIFTEEN AND 140/100 DOLLARS (9292,415.00), without interest- except after default, on_ -,e ,t, 1985. All payments shall be applied first- to • the, payment of interest and the balance thereof to a reduction of the principal indebtedness. The undersigned may prepay without penalty the princi al prepayment amount outstanding in whole or in part. Any partialp shall be applied against the principal amount outstanding andshallnot postpone the maturity date of this Note. This note is secured by an Assignment of Developer's Agree- ment of even date herewith given by the undersigned to the above- named payee. •Time is of the essence of this obligation. Any amount' principal or interest not paid when due shall bear interest �atthe ;aaximum rate allowed by law. Should it become necessary to collect or enforce' payment of this note through an attorney, the undersigned agrees to ,pay all costs and expenses incurred in the enforcement or collection of this note, including reasonable attorney's fees for legal services ren- dered prior to any litigation and during all trial, appellate, and bankruptcy court proceedings. The undersigned waives presentment, demand for protest, notice of dishonor and notice of nonpayment of this note. BIG CYPRESS ASSOCIATES, LIMITED, a Florida limited partnership By: Dayron Coe oration, a Florida c r/poration, General Po' tri,6r L�.. C. Grafimer, Pr. sident � (CORPORATE SEALY 0669a