HomeMy WebLinkAboutAgreement_General_11/12/2020_Turnberry Beach Road LLCDEVELOPER AGREEMENT
THIS AGREEMENT is made and entered into this I day of VVPW^ fY , 2020, by
and between Turnberry Beach Road LLC, a Delaware limited liability company with offices located at
19950 West Country Club Drive, 101 Floor, Aventura, Florida 33180, hereinafter referred to as
"Developer," and the Village of Tequesta, a Florida municipal corporation with offices located at 345
Tequesta Drive, Tequesta, Florida 33469, hereinafter referred to as "Village."
WHEREAS, Developer owns or controls lands located in Palm Beach 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 a combination of these; and
WHEREAS, Developer desires that the Village provide water supply and distribution service for
Developer's Property herein described; and
WHEREAS, the Village is willing to provide, in accordance with the provisions of this Agreement
and Village's Utility Policies & Procedures, water service to the Property and thereafter operate applicable
facilities so that the occupants of the improvements on the Property will receive an adequate water supply
from the Village.
WHEREAS, this Developer Agreement was originally approved by the Village Council on
September 10, 2020; however, Exhibit B was subsequently amended as included herein, necessitating a
second approval; and
NOW, THEREFORE, for and in consideration of the premises, the mutual undertakings and
agreements herein contained and assumed, Developer and Village hereby covenant and agree as follows:
The foregoing recitals are true and correct and are made and considered to be a part of this
Agreement.
2. The following definitions and references are given for the purpose of interpreting the terms
used in this Agreement and apply unless the context indicates a different meaning:
a) "Capacity Reservation Fee" - An amount of money sufficient to defray
Village's cost of maintaining stand-by service availability for Developer.
b) "Consumer Installation" - All facilities ordinarily on the consumer's side of the
point of delivery.
c) "Contribution -in -aid -of -Construction " (CIAC) - The sum of money and/or the
value of the property represented by the cost of the water distribution systems
constructed or to be constructed by a Developer or owner, which Developer or
owner transfers, or agrees to transfer, to Village at no cost to Village, in order
to induce Village to provide utility service to specified property.
Page 1
d) "Development Phase" - A subdivision or construction phase of the construction
of utility facilities on the Property.
e) "Equivalent Residential Connection" (ERC) - A factor used to convert a given
average annual daily flow (AADF) to the equivalent number of units required
for connection to the Village's system. For residential purposes, all single
family units, shall constitute one ERC. For non-residential one ERC shall equal
two hundred and fifty (250) gallons per day (AADF). The determination of the
number of ERC's for the Property shall be subject to factoring as outlined in the
Village's Utility Policies & Procedures.
f) "Notice to Proceed'- A document executed by Developer expressing a formal
order, pursuant to this Agreement, for specific water.
g) "'Point of Connection" - A point of entry into the Village Utility Facilities, as
designated by the Village to a Customer; the point at which the Customer
receives utility service. Unless otherwise indicated, the point of connection
shall be the customer's side or discharge side of the water meter(s) that will be
utilized for delivery of water service. Village shall, according to the terms and
conditions hereof, own all pipes and appurtenances to the point of delivery,
unless otherwise agreed upon. The pipes and appurtenances inside the point
of connection shall belong to others.
h) "Property" - The area or parcel of land described in Exhibit "A" by legal
description, and as shown on Exhibit "D" attached hereto and made a part
hereof.
i) "Service" - The readiness and ability on the part of Village to furnish and
maintain water service to the point of connection for each lot or tract.
j) "Utility Policies & Procedures" (UPAP) - The Utility Policies and Procedures
of the Village, which include the Water Service Policy ("WSP"), the Water
Extension Policy ("WEP"), the Cross -Connection Control Policy, the Design
Criteria & Specifications, the Standard Details, the Rate Schedule, and other
utility policies and procedures adopted and revised from time to time by the
Village and/or Village Council.
3. Assurance of Title - Within a period of forty-five (45) days after execution of this Agreement,
or prior to Developer requesting a Notice to Proceed from the Village, at the expense of Developer,
Developer agrees to deliver to Village a copy of the Loan Title Policy, Policy of Title Insurance, 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 of the title, setting out the 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.
Page 2
4. Applicable Charges - In addition to the contribution of any water distribution systems, where
applicable, and further to induce Village to provide water service, Developer hereby agrees to pay to Village
the following Connection charges:
a) Capital Connection Charge - The fee assessed by the Village for the connection
of existing or proposed development to the Village Utility Facilities. The
amount of such fee, as amended from time to time, represents the proportionate
share, per Equivalent Residential Connection ("ERC"), of the reasonably
anticipated capital cost of expanding, oversizing, acquiring, or constructing the
Village's planned and existing facilities within the Village's service area where
such expansion, oversizing, acquisition, or construction is necessitated by the
connection of new customers (or additional use by existing customers) to the
existing utility facilities, for the benefit of new and not -yet -served customers.
This fee is separate and apart from any Meter Fees or any charge/fee to recover
the cost to connect a Customer's plumbing to the Village's Utility Facilities.
The amount of said charges shall be adopted by resolution of the Village
Council.
b) Plan Review Charge - A charge which reflects the actual cost of reviewing and
approving governmental agency applications, construction/engineering plans,
and shop drawings. The amount of said charge shall be adopted by resolution
of the Village Council.
c) Inspection Charge - A charge which reflects the actual cost of inspection of
water facilities installed by Developer. The amount of said charge shall be
adopted by resolution of the Village Council.
d) Meter Installation Charge - The applicable charges for water meters of
sufficient capacity for all single-family, residential, multi -family, mobile home,
commercial installation, or any other connection requiring a measuring device.
The amount of said charge shall be adopted by resolution of the Village
Council.
Payment of the Connection charges does not and will not result in Village waiving any of its rates
or rules and regulations, and their enforcement shall not be affected in any manner whatsoever by Developer
making payment of same. Village shall not be obligated to refund to Developer any portion of the value
of the connection charges for any reason whatsoever, except for that which may be provided for in Exhibit
"C," nor shall Village 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 and to any charges
paid or to any of the water facilities and properties of Village, and all prohibitions applicable to Developer
Page 3
with respect to no refund of charges and otherwise, are applicable to all persons or entities, except for that
which may be provided in Exhibit "C".
Any user or consumer of water service shall not be entitled to offset any bill or bills rendered by
Village for such service or services against the required charges paid. Developer shall not be entitled to
offset the Connection charges against any claim or claims of Village, including claims for breach of
contract, damages or charges of the like of Village.
5. Payment - Developer shall pay, in full, Connection charges for all capacity reserved hereunder
at the time of execution of the Agreement. This payment may be for the entire project or specific phases.
However, capacity shall be reserved only for that amount of capacity for which Connection charges have
been paid. In the event Developer elects to pay Connection charges in phases, it shall pay such Connection
charges in full for each phase prior to the commencement of each such phase.
6. Equivalent Residential Connections Reserved - The parties agree that the capacity needed to
provide service to Phase I of development of the Property is 22 equivalent residential connections (ERC's)
for potable water supply. Developer 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 "B"
and "C".
7. Notice to Proceed - The parties recognize that before Village can begin to carry out this
Agreement, Developer must pay to Village all required charges as shown in attached Exhibits and must
provide Village with a written Notice to Proceed, when appropriate. It is understood and agreed that Village
shall be allowed a financially feasible reasonable period of time to construct facilities necessary to provide
water service to the Property after issuance of the written Notice to Proceed.
8. Capacity Reservation Fees - Village charges and collects Capacity Reservation Fees from
property owners, builders and/or Developer in order to defray Village's costs for ownership, operation and
maintenance of non -used and useful utility facilities as outlined in Village's Utility Policies & Procedures.
Village shall invoice Developer and Developer shall pay Capacity Reservation Fees on all reserved phases
of Developer's project commencing at the time that Developer executes this Agreement with Village.
Developer understands that capacity is guaranteed for Developer's needs only for and to the extent that
Connection Fees and Capacity Reservation Fees are paid. Stated otherwise, if Developer elects not to pay
Connection Fees and Capacity Reservation Fees on all phases of its construction project, it understands that
it risks capacity not being available for Developer's needs for such phase(s) when Developer needs same.
A lapse in the timely payment of Capacity Reservation Fees shall result in a lapse of all remaining reserved
capacity. As active connections are made, the Capacity Reservation Fee obligation of Developer shall be
proportionately reduced. The Capacity Reservation Fees shall be invoiced to Developer by Village the first
of each month for the preceding month.
9. On -Site Installation - To induce Village to provide water treatment, transmission and
distribution facilities, and to continuously provide consumers located on the Property with water services,
unless otherwise provided for herein, Developer hereby covenants and agrees to construct and to transfer
ownership and control to Village, as a contribution -in -aid -of -construction, the on -site water distribution
systems referred to in Exhibit "C" herein, as amended from time to time in writing executed by Village and
Developer. The term "on -site water distribution systems" means and includes all water distribution and
supply mains, lines and pipes, and related facilities constructed within the boundaries of Developer's
Property, adequate in size to serve each lot or unit within the Property or as otherwise required by Village,
which are referred to in Exhibit ' C," and will be dedicated by Developer to Village.
Page 4
Developer shall cause to be prepared three 3 copies of the applications for permits and three 3
sets of finalized engineering plans prepared and sealed by a professional engineer registered in the State of
Florida, along with a copy of the final estimate of quantities covering all contract items that are to be
dedicated to Village. Plans shall show the on -site water distribution systems proposed to be installed to
provide service to consumers within the Property. Such plans will also show the interconnection of such
on -site facilities to the off -site facilities of Village, or off -site facilities that may be constructed by
Developer or others and given to Village. Such detailed plans may be limited to the development phase
contemplated by this Agreement 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 Village concurrent with or prior to submission of engineering
plans for the first development phase. Developer reserves the right to modify his master plan any time in
such manner as to not unduly interfere with Village's existing facilities and, upon modification, shall submit
three 3 copies of the modified plan to Village. The cost of any modifications to Village's existing systems
or to its master plan that are solely caused by Developer's modifications or changes shall be borne by
Developer. Developer shall pay its pro rata share of any costs of modifications to Village's existing system
or master plan to the extent they are partially caused by Developer's modifications or changes. Developer
shall cause his engineer to submit specifications governing the material to be used and the method and
manner of installations. All such plans, specifications and shop drawings submitted to Village's engineer
shall meet the approval of Village, which approval shall not be unreasonably withheld. Village reserves the
right to review the revised master plan and recalculate the connection charges that are to be paid by
Developer at the time the revised master plan is submitted. No construction shall commence until Village
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 Village three 3 copies of water service permit(s) and approved plans. If construction commences prior
to all such approvals and any other approvals required hereunder, Village shall have no responsibility to
accept such lines or facilities, nor to perform routine inspections of such lines or facilities, and Village may
elect to terminate this Agreement and/or not provide required service to Developer until such time as
Developer obtains such required approvals and Village has witnessed all of its required inspections and
tests.
After approval of the plans, specifications and shop drawings by Village and appropriate regulatory
agencies, Developer, 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 Village.
Developer shall provide to Village's inspector a minimum of forty-eight (48) hours' notice,
excluding weekends and holidays, prior to commencement of construction. Developer shall cause to be
constructed, at Developer's own cost and expense, the water distribution systems as shown on the approved
plans and specifications.
During the construction of the water distribution systems by Developer, Village 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. Village, engineer of record and utility contractor shall be present for all standard tests for
pressure, tracing wire continuity and all other normal engineering tests, to determine that the systems have
been installed in accordance with the approved plans and specifications, good engineering practices, as well
as other federal, state and local regulations which are applicable. Developer agrees to pay to Village, or
Village's authorized agent, a sum to cover the actual cost of all inspections of installations made by
Page 5
Developer or Developer's contractor, which charge shall be in conformance with Village's fees and charges
resolution adopted by the Village Council.
Upon completion of construction, Developer's engineer of record shall submit to Village a signed
copy of the certification of completion submitted to the appropriate regulatory agencies and certified to
Village. 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 Village
full-sized paper copies of the as -built plans prepared and certified by the engineer of record, and signed and
sealed by a Florida registered surveyor as well as full-sized paper copies of the recorded plat, including the
dedication sheet(s). In addition, the as -built and plats shall be submitted in an electric or digital format
approved by Village.
By these presents, Developer hereby covenants to transfer to Village title to all water distribution
systems installed by Developer or Developer's contractor shown in Exhibit "C" of this Agreement dealing
with those potable water supply facilities that will be transferred from Developer to Village, pursuant to the
provisions of this Agreement (the -Developer Installations"). Such conveyance shall take effect at the time
Village issues its final letter of acceptance. As further evidence of said transfer of title, upon the completion
of the installation, but prior to the issuance of the final letter of acceptance and the rendering of service by
Village, Developer shall:
a) Convey to Village, by notarized bill of sale in form satisfactory to the Village
Attorney, Developer Installations approved by Village.
b) Provide Village with copies of invoices from contractors and from suppliers of
materials for installation of the Developer Installations, including engineering
design and inspection fees so paid.
c) Furnish proof satisfactory to Village that the installation of the Developer
Installations and all contractors, subcontractors, materialmen, laborers and
engineers have been paid in full (i.e., by release of liens or other appropriate
means).
d) Warrant to Village that all Developer Installations have been constructed in
accordance with approved plans and specifications, and in compliance with all
governmental and regulatory agency laws, rules and regulations, and that the
said Developer Installations have been constructed in a good and workmanlike
manner.
e) Warrant and/or guaranty with respect to the Developer Installations against
faulty workmanship and defective materials for a period of one (1) year from
the date of Village's final letter of acceptance. Also, Developer shall assign any
and all warranties and/or maintenance bonds and the right to enforce same to
Village which Developer obtains from any contractor constructing the
Developer Installations. Also, Developer shall assign any and all warranties
and/or maintenance bonds and the right to enforce the same to Village which
Developer obtains from any contractor constructing the Developer Installations
Page 6
Developer shall remain secondarily liable on such warranties pertaining to the
Developer Installations. If Developer does not obtain such written warranty
and/or maintenance bond from its contractor and deliver same to Village, which
warranty and/or maintenance bond shall be for a minimum period of one (1)
year, then in such event, Developer, by the terms of this Agreement, covenants
to indemnify and save harmless the Village for any loss, damages, costs, claims,
suits, debts or demand by reason of defects in the Developer Installations for a
period of one (1) year from the date of the final letter of acceptance by Village.
f) Provide Village with all appropriate operation/maintenance and parts manuals.
g) Further cause to be conveyed to Village, free and clear of all encumbrances, all
utility easements and rights -of -way covering areas in which Developer
Installations are installed, or otherwise required, in recordable form satisfactory
to the Village Attorney, on Village's standard easement form. If applicable,
Village may require joinder of any mortgagee and any condominium
association, cooperative or other vendee of the Property.
Village agrees that the issuance of the final letter of acceptance for Developer Installations shall
constitute the assumption of responsibility by Village 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.
Whenever the development of the subject Property involves one consumer or a unity of title of
several consumers, and/or in the opinion of Village, ownership by Village of the internal water distribution
systems is not necessary or proper, then at the option of Village, Developer shall retain ownership and the
obligation for maintenance of such on -site water facilities located on the discharge side of a master meter
as shown in Exhibit "C".
In the event Developer receives service for water not owned by Village, then Village shall have the
unconditional option at any time to acquire, at no cost to Village, the ownership of such facilities
constructed by Developer. Village shall exercise its option to acquire ownership of the aforementioned
facilities by giving written notice to Developer, its successors and assigns, of its intention to exercise said
option. Within twenty (20) days upon receipt of written notice from Village, Developer, its successors and
assigns, shall transfer, at no cost to Village, ownership and shall be responsible for the maintenance of the
facilities after the transfer of ownership between the parties is completed.
In the event that Village, for whatever reason, does not take possession, ownership and control of
the Developer Installations, and provides master metered service to Developer for the use of several
consumers within the on -site facilities, Developer shall be required to:
(i) Maintain water quality at each individual outlet which is in compliance with all
primary and secondary standards promulgated by the Florida Department of Environmental
Protection and/or County Health Department. At no time shall such water quality
standards be required to be in excess of those attained at Village's point of delivery to the
master meter.
Page 7
(ii) Institute a program of line flushing in order to help in the reduction of sedimentary
deposits in Developer's on -site lines, and reduce the possibility that water quality standards
will fall below those required by subsection (i) above. Such line flushing shall be
conducted in accordance with reasonable engineering standards as necessary to meet the
objectives as outlined herein. Such flushing shall occur at a minimum of not less than
every six (6) months. Developer shall provide Village a minimum of forty-eight (48)
hours' notice of the time and place of such flushing. Village shall send its representative
to observe such flushings and record the amount of water used for that purpose as indicated
by the meter. Developer shall be solely and directly responsible for the cost of all water
used in the flushing of his on -site facilities, such billing and collection to be conducted, in
accordance with the provisions of Village's rate resolution.
(iii) Developer shall be responsible for maintaining all on -site water, in accordance with
reasonably prudent engineering standards. Village shall have the right to inspect the
facilities of Developer during reasonable business hours upon twenty-four (24) hours'
notice to Developer. If Village determines that Developer has failed to comply with the
provisions of this section, Village shall provide an explanation of the reason for such
violation, at which point Developer shall have twenty (20) days or such other time as is
reasonably necessary to correct the deficiency. Upon failure to do so, Village shall have
the power and right to discontinue service, in accordance with the provisions of its
approved tariff for non-payment of bills.
10. Off -Site Installation -Developer maybe required to construct, at his sole expense, or maybe
required to compensate Village for construction of certain off -site water facilities in order to connect
Developer's on -site facilities to Village's existing water systems referred to in Exhibit "C" herein. In
addition, Developer may, at Village's election, and to the extent Developer has the right, be required to
dedicate all or a portion of said off -site water facilities to Village for ownership, maintenance and operation.
All provisions in Section 9 above, entitled "On -Site Installation," pertaining to specifications,
plans, permits and approvals, including, without limitation, the provisions of Paragraph 9(a) and 9(h) above,
shall also be applicable to all off -site water facilities construction.
11. Easements - Developer hereby grants and gives to Village, its successors and assigns, but
subject to the terms of this Agreement, the exclusive right or privilege to construct, own, maintain, or
operate the water facilities to serve the Property; and the exclusive right or privilege to construct, own,
maintain, alter, replace or operate said facilities in, under, 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 made
otherwise, and is independent of said record plats. Developer shall obtain any and all necessary off -site
easements that may be required in order to carry out the terms, conditions and intent hereof, at Developer's
expense, and shall convey same to Village, in accordance with this paragraph. Mortgagees, if any, holding
prior liens on the Property or the Property encumbered by such easements 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 Village assurance by way of a "non -disturbance agreement," that in the event of foreclosure, mortgagee
would continue to recognize the easement rights of Village, as long as Village complies with the terms of
this Agreement. All water 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.
Page 8
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 Village is constructing or
operating such facilities; that the foregoing grants shall be for such period of time as Village or its successors
and assigns require such rights, privileges, or easements in the construction, ownership, maintenance,
operation, or expansion of the water facilities; that in the event Developer and Village agree that Village is
to install any of its water facilities in lands within the Property lying outside the streets and easement areas
described above, then Developer or the owners shall grant to Village, without cost or expense to Village,
the necessary easement or easements for such "private property" installation; provided all such "private
property" installations by Village shall be made in such a manner as not to interfere with the then primary
use of such "private property." Village covenants that it will use due diligence in ascertaining all easement
locations; however, should Village install any of its facilities outside a dedicated easement area, Village
will not be required to move or relocate any facilities lying outside a dedicated easement 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 Village obtains a private easement for such facility location, which Developer will
give if same is within his reasonable power to do so. The use of easements granted by Developer to Village
shall not 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 Village.
In the event Developer fails to actually deliver such easement, this document shall serve as
Village's authorization to substitute this Agreement as a recorded easement sufficient for Village's needs.
Village hereby agrees that all easement grants will be utilized in accordance with the established
and generally accepted practices of the water industry with respect to the installation of all its facilities in
any of the easement areas. However, this provision shall not be constructed so as to require Village 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 water industry with respect to the
use of utility easements.
12. Agreement to Serve - Upon the completion of construction of the on -site and off -site water
facilities required hereunder by Developer, its inspection, the issuance of the final letter of acceptance by
Village, and when all appropriate governmental agency approvals have been received, and when utility
systems are in compliance with Village's Utility Policies & Procedures, and the other terms of this
Agreement, Village covenants and agrees that it will connect or oversee the connection of the Developer
Installations to the central facilities of Village, in accordance with the terms and intent of this Agreement.
Such connection shall, at all times, be in accordance with rules, regulations and order of the applicable
governmental authorities. Village agrees that once it provides water service to the Property, and Developer
or others have connected consumer installations to its system, that thereafter Village will continuously
provide, at its cost and expense, but in accordance with the other provisions of this Agreement, including
its Utility Policies & Procedures, its rules and regulations and rate schedules, water service to the Property
in a manner to conform with all requirements of the applicable governmental authority having jurisdiction
over the operations of Village.
13. Application for Service: Consumer Installations - Developer, or any owner of any parcel of
the Property, or any 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 Village until formal written application
has been made to Village by the prospective user of water service or either of them, in accordance with the
then effective rules and regulations of Village, and approval of such connection has been granted.
Page 9
Although the responsibility of connecting the consumer installation to the meter and/or lines of
Village at the point of delivery is that of the Developer or entity other than Village, with reference to such
connections, the parties agree as follows:
a) Application for the installation of water meters shall be made forty-eight (48)
hours in advance, not including Saturdays, Sundays and holidays.
b) All consumer installation connections must be inspected by Village before
backfilling and covering of any pipes.
c) Notice to Village requesting an inspection of a consumer installation connection
may be given by the plumber or Developer, and the inspection will be made
within twenty-four (24) hours, not including Saturdays, Sundays and holidays,
provided the water meter has been previously installed.
d) If Village fails to inspect the consumer installation connection within forty-
eight (48) hours, not including Saturdays, Sundays and holidays, after such
inspection is requested by Developer or the owner of any parcel, Developer or
owner shall not be charged with any delay caused by Village's failure to timely
inspect.
e) If Developer does not comply with the foregoing inspection provisions, Village
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 Developer or a party other than Village.
14. Service Company's Exclusive Right to Utility Facilities - Developer agrees with Village that
all water facilities accepted by Village in connection with providing water services to the Property
(including fire service), shall at all times remain in the sole, complete and exclusive ownership of Village,
its successor 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 them, for any purpose, including the furnishing of water services to other
persons or entities located within or beyond the limits of the Property. Developer may provide, in
accordance with Village's Utility Policies & Procedures, for the availability of those water services to the
Property which constitute "non -domestic" uses, such as for irrigation purposes.
15. 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 fashion) engage in the business or businesses of providing potable
water services to the Property during the period of time Village, its successors and assigns, provide water
services to the Property, it being the intention of the parties hereto that under the foregoing provision and
also the provisions of this Agreement, Village shall have the sole and exclusive right and privilege to
provide water services to the Property and to the occupants of each residence, building or unit constructed
Page 10
thereon, except for the providing by Developer, from its own sources and lines of water, for irrigation
purposes.
16. Rates - Village agrees that the rates to be charged to Developer and individual consumers of
water services shall be those set forth in the rate schedule(s) of Village. However, notwithstanding any
provision in this Agreement, Village, its successors and assigns, may establish, amend or revise, from time
to time in the future, and enforce rates or rate schedule(s) so established and enforced, and shall, at all times,
be reasonable and subject to regulations as may be provided by law. Rates charged to Developer or
consumers located upon the Property 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 Village.
Notwithstanding any provision in this Agreement, Village may establish, amend or revise, from
time to time, in the future, and enforce rules and regulations covering water services to the Property. All
provisions of the Village's Utility Policies & Procedures, as amended from time to time, are made a part of
and control the terms of this Agreement. However, all such rules and regulations so established by Village
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 schedule(s) and rules and regulations established,
amended or revised and enforced by Village from time to time, in the future, as provided by law, shall be
binding upon Developer; upon any user or consumer of water services provided to the Property by Village.
17. Binding Effect of Agreement - This Agreement shall be binding upon and shall inure to the
benefit of Developer, Village, and their respective assigns and successors by merger, consolidation,
conveyance, or otherwise, subject to the terms and conditions of this Agreement as contained herein.
Developer understands and agrees that capacity reserved hereunder cannot and shall not be assigned by
Developer to third parties without the written consent of Village, except in the case of a bona fide sale of
Developer's Property, or other valid transfer or assignment of Property, including, without limitation, the
transfer or assignment of the Property 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, Developer shall provide a
notice of evidence of such assignment, or partial assignment as the case may be, to Village; and Village
shall have the right to renegotiate the terms of this Agreement with assignee or 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 water service pertaining thereto.
18. Notice - Until further written notice by either party to the other, all notices provided for herein
shall be in writing and transmitted by messenger, or by certified mail, and if to Developer shall be mailed
or delivered to Developer at:
Turnberry Beach Road, LLC
19550 West Country Club Drive
10`' Floor
Aventura, FL 33180
Attn: Sheryl Kass
Legal Department
and if to Village shall be mailed or delivered to Village at:
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469
Attn: Matthew Hammond
Page I 1
Utility Director
19. Laws of Florida & Venue; Waiver of Jury Trial - This Agreement shall be governed by the laws of the
State of 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. The venue
shall be in Palm Beach County should any dispute arise with regard to this Agreement. THE PARTIES
HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OWNER AND THE
CONSULTANT TO ENTER INTO THIS AGREEMENT.
20. Costs and Attorney's Fees - In the event Village or Developer 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 fees on appeal.
21. Force Mature - In the event that the performance of this Agreement by either party is
prevented or interrupted in consequence of any cause beyond the control of the applicable party, 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 of decree
or judgment or restraining order or injunction of any court, said party shall not be liable for such non-
performance.
22. Indemnification - Developer agrees to indemnify and hold Village harmless from and against
any and all liabilities, claims, damages, costs and expenses (including reasonable attorney's fees) to which
Village may 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 Village's water systems.
23. Recordation of Memorandum of Agreement - Upon completion of execution of this
Agreement by Developer and Village, Village shall, at Developer's expense, cause a Memorandum of this
Agreement to be recorded with the Clerk of the Court of Palm Beach County.
MISCELLANEOUS PROVISIONS
24. The rights, privileges, obligations and covenants of Developer and Village 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.
25. This Agreement supersedes all previous agreements or representations, either verbal or
written, heretofore in effect between Developer and Village, made with respect to the matters herein
Page 12
contained, and when duly executed, fully constitutes the agreement between Developer and Village. 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.
26. 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.
27. Exhibits mentioned herein have been signed or initialed 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 fully as if set forth herein.
28. Whenever approvals of any nature are required by either party to this Agreement, it is agreed
that same shall not be unreasonably withheld or delayed.
29. The submission of this Agreement for examination by Developer does not constitute an offer
but becomes effective only upon execution thereof by Village.
30. Notwithstanding the gallonage calculations that could be made hereunder relative to the ERC's
by and execution hereof, Developer agrees that the intention of this Agreement 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.
31. 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 equally applicable under another for the interpretation of this Agreement.
32. The parties hereto recognize that prior to the time Village may actually commence upon a
program to carry out the terms and conditions of this Agreement, Village 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 Village. Village agrees that it will diligently and earnestly, 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, and that it will use its best efforts to obtain such approval.
Developer, at its own cost and expense, agrees to provide necessary assistance to Village in obtaining the
approvals provided for herein. Upon execution of this Agreement, Village may require the payment of a
reasonable fee to defray Village's legal, engineering, accounting, administrative and contingent expenses.
33. Regardless of where executed, this Agreement shall be construed according to the laws of the
State of Florida.
34. In the event that relocation of existing water utilities are necessary for Developer, Developer
will reimburse Village in full for such relocations.
35. Failure to insist upon strict compliance of any of the terms, covenants or conditions herein
shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment
of any right 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.
Page 13
36. Village shall, at all reasonable times and hours, have the right of inspection of Developer
internal lines and facilities. This provision shall be binding on the successors and assigns of Developer.
37. This Agreement is binding on the successors and assigns of the parties hereto, including any
governmental purchaser of Village. This Agreement shall survive the sale of Village to any party.
38. Notwithstanding anything herein to the contrary, Developer shall pay Village the higher of
either (i) the actual cost to Village, or Developer's pro rata share of the actual cost, of providing potable
water service to Developer's Property or (ii) the charges provided for herein.
39. There shall be no liability, whatsoever, on Village for failure to deliver water service to
Developer according to Developer's needs or schedules so long as Village is in compliance with the terms
of this Agreement. This Agreement constitutes a promise of good faith and not a timetable for delivery of
utility services.
40. Each party hereby agrees to grant such further assurances and provide such additional
documents as may be required, each by the other, in order to carry out the terms, conditions and comply
with the express intention of this Agreement.
41. The term of this Agreement is five (5) years. The Developer may extend the term of this
Agreement for an additional five (5) year terms, by execution of a Term Extension Agreement to be
recorded against the Property, curing any then existing defaults by Developer under the then existing
Agreement, and payment of any additional fees required under the Utility Policies & Procedures. This
Agreement shall terminate automatically at the end of a Term, if not extended in accordance with the Utility
Policies & Procedures, and the Developer agrees that the Village may record a termination of this
Agreement in the event Developer has not renewed the Agreement. The termination shall extinguish all
duties and obligations of the Village to the Developer under this Agreement, including but not limited to
the reservation of capacity or obligation to provide utility service to any ERCs not connected to Village
water facilities at the time of termination, but shall not affect utility service to any customers who have
connected to Village facilities and established a customer agreement with the Village as of the date of
termination of this Agreement, whose utility service shall be governed by the Water Service Policy.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 14
IN WITNESS WHEREOF, Developer and Village 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.
WITNESSES:
( Il. L Mad) Lot'_
Witness Signature
Uar, MC ,A'6 '(ns
Witness Printed Ifine
Witness Signature
& I - CT, --e'5 c,,--
Witness Printed Name
WITNESSES:
J�flr I 0-.�
Witn ss Signature By:
A-4e_I !SC(1 es
tness Printed N e
( UL-t
Witness Signature
Witness Printed Name
VILLAGE:
Villa equesta, F 'da Municipal Corp o ion
Y:
DEVELOPER:
Turnberry Beach Road LLC, a Delaware limited liability
company
Page 15
For Village:
THE STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me by means &/pp'hysical presence or _
online notarization this f L day of_, 20209 by #Ji / , (name and
title/position) on behalf of the Village of Teyuesta who is personal known to me or who has produced a
Florida driver's license as identification and who did/did not to ce an oa .
(Seal) W tv.L )-mi
NOTARY PUBLIC, State of Florida
,�r:�►y LORI MCWILLIAMS
Commission # HH 011916
Expires October 18, 2024
'•.;;oc i :°' Bonded Ttxu Troy Fain Insurance 800,US-1019
For Developer:
THE STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of _ physical presence or _
online notarization this jCnay of Nb)MVW, 2020, by Sheryl Kass, as Authorized Signatory on behalf
of Turnberry Beach Road LLC. who is personally known to me or who has produced a Florida driver's
license as identification and who did/did not toke-RR a".
(Seal)
YESENIAJ.RODRA7,2M
W COMMISSION #
:•a P� EXPIRES: OctoberBonded T1w Notary PubN
Page 16
Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
The North 100 feet of Lot 187, GOMEZ GRANT AND JUPITER ISLAND, according to the Plat
thereof, recorded in Plat Book 1, page 80, of the Public Records of Palm Beach County, Florida.
Less that part deeded for State Road 707, as in Official Records Book 915, Page 43.
AND
The South 67 Feet of Lot 186, GOMEZ GRANT, on Jupiter Island, according to the plat thereof
on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida recorded
in Plat Book 1, Page 80, Public Records of Palm Beach County, Florida, LESS the Right -of -Way
for State Road 707, as same is shown on Right -of -Way Map recorded in Road Plat Book 2, at
Page 70, 71 and 72, Public Records of Palm Beach County, Florida, also known as:
All of CUNNINGHAM COURT, according to the Plat thereof, recorded in Plat Book 36, Page 67,
of the Public Records of Palm Beach County, Florida.
Page 17 ofX a
Exhibit "B"
APPLICABLE CHARGES
Developer agrees to pay Village the following charges which have been adopted by resolution of
the Village Council. Developer understands that capacities are only reserved upon payment by Developer
of applicable charges to Village.
This project consists of the construction of a twenty-one (21) condominium units and a
pool/cabana area to be constructed in a single phase to be known as "Sea Glass". The following payment
schedule outlines the applicable charges to be paid at this time for capacity to be reserved.
CHARGES DUE AT EXECUTION OF AGREEMENT
CAPITAL CONNECTION CHARGES
1-1.5" Meter x $17,354.14 per Meter
1- 3" Meter x $52,062.90 per Meter
Credit for existing V and 1 %" Meter
PLAN REVIEW FEES (3% of Construction)
LEGAL FEES
CONTRIBUTION IN AID OF CONSTRUCTION
Total Due at Execution of Agreement
OTHER APPLICABLE CHARGES
$17,354.14
$52,062.90
$(26,031.20)
$1,000.00
$2,000.00
$70,046.21
$116,432.05
The Developer agrees to pay, in order to induce Village to provide service, the following
application charges, recording charges, plan review charges, inspection charges, and legal fees, which have
been adopted by resolution of the Village Council and which may be changed from time to time:
Recording Charges. Village imposes a recording charge equal to its actual cost.
Developer agrees to pay Village, prior to Village's acceptance of lines and facilities, the actual recording
charges. Said charges are those established by the Clerk of the Circuit Court of Palm Beach County.
Plan Review Charges. Village imposes a plan review charge equal to 3% of the
construction cost, either actual or estimated, of the subject water facilities as installed by Developer for
each phase of the development, or $150.00, whichever is greater. Developer agrees to pay Village the plan
review charge prior to Village's approval to construct the facilities.
Inspection Charges. Village imposes an inspection charge per visit to the site.
Developer agrees to pay same prior to Village's acceptance of lines and facilities from Developer.
Legal Fees. Developer agrees to pay Village 2,000.00 to deter part of its legal
fees and costs in the negotiation and preparation of this Agreement.
Contribution in Aid of Construction As described in E ibit
Page 18 of� pit
Exhibit "C"
WATER SYSTEM CONTRIBUTIONS IN AID OF CONSTRUCTION
The Developer shall install the following pipe, mains and appurtenances thereto and dedicate same
to Village. Said installations are to be in accordance with the approved plans drawn by Keshavarz &
Associates, Inc., being preliminary water plans dated 10/13/2020.
• 170 LF of 8" PVC Water Main
• Two (2) Fire Hydrant Assemblies
The Village will install the following offsite pipe, mains and appurtenances thereto which shall be
reimbursed by the Developer at execution of the Agreement. Said installations are identified in the Beach
Road Water Main Replacement plans dated May 2020 by Kimley-Horn & Associates. The cost of
reimbursement by the Developer shall be $70,046.21.
• 175 if 10" PVC WM
• 140 if 8" PVC WM
• One (1) 10" Gate Valve
• Two (2) 8" Gate Valves
• One (1) Fire Hydrant Assembly
• Restrained MJ Fittings
• Grouting/Deactivation of existing 8" AC WM
• Milling & Resurfacing of Beach Road per PBC requirements
• General Conditions & Site Restoration
• Other miscellaneous appurtenances and activities for a complete installation
al
Page 19 of;A,*,*,
POINT OF COMMENCEMENT
JUNE/BE.ACH CCNSTRUCTICN
AREA EASEMENT
INTERSECTION OF E'LY R OW
SR 707 AND S'LY LINE OF
iLOWING Rock LIUB CONDOMINIUM
OR.B. 1664 PG 16J P,BCR.
b
m
W
POINT OF BEGINNING
7u',E. -E=.'•-H
EAEP,'EHT
b
-- T
C
PARQE JNE .fig IyCYA A�
PARCEL DATA (TYP;
Exhibit "D"
LOCATION MAP
I
�ENzew �N N R0 _
gEPG y wl EA5 ARLS X I C7 r
516- 35 O7"E
500. 36'93'W 85.<5'
• :25 34-W
�NORP-OERLY ?(AT i.WE
CJ"NNIN(WIAM 7'•
/
x /
v /
m /
/
AP.PROXIMA---
-lI LOCI MC UN 3/ 27/2"
tL. -O.S/' •NAW89
OZ• 31 YY
THIS IS NOT A SURVEY
C A T I L/"'
T r 'A�� F-Yty� -
DRAWING: JUPITERESMT-SEAGLASS.AWO
DRAWN BY: BL
SCALE: 1' = 60' DATE: 01&?0 JOB No.: 20 955
CHECKED BY: KGJ
1 SURVEYING AND MAPPING
REV_
SHEET A OF A
PREPARED BY
DUNE IBEACH CONST-AREA EASEMENT
TERRAQUATIC, INC
CORAL COVE DUNE
IZ20 TANGELO TERR, UNIT AI2
RESTORATION PROJECT
DELRAY BEACH, FL 3344E
CORAL COVE BEACH / DUNE RESTORATION
o av
TELEPHONE: (561) 806-6085
CERTIFICATE OF AUTHORIZATION NO. 7324
CONSTRUCTION AREA EASEMENT
1
1 HORIZONTAL SCALE 1"=60'
Page 20 of� a�
JOINDER BY MORTGAGEE
CORPORATION
The undersigned Synovus Bank, as successor by merger with Florida Community Bank, National
Association, as Mortgagee under that certain Mortgage and Security Agreement and Fixture Filing dated
September 26, 2017, and recorded October 13, 2017 in Official Records Book 29399, Page 1841 as
modified by that certain Modification Agreement for Mortgage and Other Loan Documents dated_
November 26, 2019 and recorded on December 9, 2019 in Official Records Book 31077, Page 1178 all of
the Public Records of Palm Beach County, Florida, covering all or a portion of the property described in
the Developer Agreement, does hereby acknowledge that the terms of the Development Agreement are
and shall be binding upon the undersigned and its successors in title. Nothing contained herein shall be
construed to render Synovus Bank, or its predecessor, successors or assigns responsible or liable for the
performance of any of the covenants or undertakings of the Development Agreement and none of the
representations contained in the Development Agreement shall be deemed to have been made by Synovus
Bank.
IN WITNESS WHEREOF, these presents have been executed this V day of
2020.
Witnesses -
Signature
STATE OF FLORIDA
COUNTY OF R rouXAr c i
SYNOVUS BANK
By: 4::; �' 2,e
Name: xe-etC i— Ffe-s
Title: S V2
Address:
1148 Broadway
Columbus GA 31901
The foregoing instrument was acknowledged before me by means of OK physical presence or ❑ online
notarization by A t k F; IS , as Sti P of Synovus Bank, on behalf of the bank.
He/She is personally known to me or has produced , as identification.
Notary Public -State of Florida
Print Name
My Commission Expires:
tag
'
?�
LINOA SEVERE
Notary Public State of Florida
Commission N HH 033185
My Comm. Expires Aug 17. 202A
On 1/21/2021, 1 was given a new notary signature page by Matt Hammond. He stated the
developer had provided it to him and asked that we switch out the old notary form from the
November 2020 agreement and insert the new one. The old form had Turnberry Beach Road
on it and the new one says Royal Tequesta.
In speaking with Keith Davis, he agreed that we would not switch it out as the agreement
references Turnberry Beach Road in the agreement in numerous places as that was the name
of the entity at the time of agreement approval. He suggested we include the new notary
signature with this note, but not remove the old one.
Lori McWilliams
For Village:
THE STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me by means of _ physical presence or _
online notarization this _ day of , 2020, by , (name and
title/position) on behalf of the Village of Tequesta who is personally known to me or who has produced a
Florida driver's license as identification and who did/did not take an oath.
(Seal)
NOTARY PUBLIC, State of Florida
For Developer:
THE STATE OF FLORIDA
COUNTY OF PAInNI 99AGH M is n' " Dadc-
The foregoing instrument was acknowledged before me by means of _✓physical pres nce or _
online notarization this 10 day of NCNftC2020, by QWOLAl
name and
title/position) on behalf of Royal Tequesta LLC. who is personally Ynown to me or who h s produced a
Florida driver's license as identification and who did id no al oath.
(Seal)
*,TR'6J of Florida
'If". `;, YESENIAJ. RODRIGUEZ
*r *; MY COMMISSION # GG 265749
EXPIRES: October 7, 2022
,.POOP OP.Bonded Tin Notary Public Underyvriters
Page 16