HomeMy WebLinkAboutDocumentation_Regular_Tab 07_5/13/2021Agenda Item V.
Regular Council
STAFF MEMO
Meeting: Regular Council - May 13 2021
Staff Contact: Matthew Hammond, Utilities Department: Utilities
Director
Approve Utilities Developer Agreement with Royal Tequesta, LLC for The Reserve Project
4RY:
Royal Tequesta, LLC is developing amulti-family residential development consisting of sixty-nine (69)
fee -simple condominium units located on SE Federal Highway in the Village referred to as The Reserve.
The proposed project use is an increased water demand over the previous use requiring apro-rata
share of Capital Connection Charges to be paid by the Developer as well as installation of onsite utility
infrastructure. No offsite improvements are required to serve this project.
To effectuate these actions a Developer Agreement between Royal Tequesta, LLC and the Village is
required. The proposed Developer Agreement was prepared by the Village Attorney and reviewed by
the Developer. Upon execution of the agreement Royal Tequesta, LLC will be required to pay
$270,666.40 to the Village Water Enterprise Fund for Capital Connection Fees, legal fees and review
& inspection costs.
Approve Utilities Developer Agreement with Royal Tequesta, LLC for The Reserve Project
Proposed Developers Agreement - Royal Tequesta, LLC - The Reserve.ada
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Agenda Item V.
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Agenda Item V.
DEVELOPER AGREEMENT
THIS AGREEMENT is made and entered into this day of ,
20201 by and between Royal Tequesta LLC, a Florida limited liability company with offices
located at 105 Foulk Road, Wilmington, DE 19803, 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.
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:
1. 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.
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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.
"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.
g) "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.
h) "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.
i) "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 Title Insurance Policy or an
opinion of title from a qualified attorney -at -law, with respect to the Property, which opinion shall
include a current report on the status 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.
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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.
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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 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 70 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.
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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 by
Village. 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.
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 caused by Developer's modifications or
changes shall be borne by Developer. 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
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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 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 sanitary collection and potable water supply facilities that will be
transferred from Developer to Village, pursuant to the provisions of this Agreement. 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, the water distribution systems listed in Exhibit "C" as constructed by
Developer and approved by Village.
b) Provide Village with copies of invoices from contractors and from suppliers of
materials for installation of the utility systems being dedicated to Village,
including engineering design and inspection fees so paid.
c) Furnish proof satisfactory to Village that the installation of the facilities and all
contractors, subcontractors, materialmen, laborers and engineers have been
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paid in full (i.e., by release of liens or other appropriate means).
d) Warrant to Village that all utility facilities installed by Developer 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 facilities have been constructed in a good and
workmanlike manner.
e) Warrant and/or guaranty to Village that all utility facilities being dedicated to
Village 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 water 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 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 systems for a period of one
(1) year from the date of the final letter of acceptance by Village.
fl 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 and covering areas in which water systems 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 water distribution
systems installed by Developer 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
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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 on -site facilities constructed by Developer, and provides master metered service to
Developer for the use of several consumers within the on -site facilities, Developer shall be required
to:
(1) 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.
(11) 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 (1) 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.
(111) 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 may be required to construct, at his sole expense, or
may be 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. In addition,
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Developer may, at Village's election, 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.
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
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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 water distribution facilities installed by Developer 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.
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
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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 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.
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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:
Royal Tequesta LLC
105 Foulk Road
Wilmington, DE 19803
Attn : Louis C ap ano
Managing Member
with copy to:
Royal Tequesta, LLC c/o
Donald M. Allison, Esquire
Graner Platzek & Allison, P.A.
1699 South Federal Highway, Suite 300
Boca Raton, Florida 33432
Page 12
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Agenda Item V.
and if to Village shall be mailed or delivered to Village at:
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469
Attn: Matthew Hammond
Utility Director
19. Laws of Florida & Venue - 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.
20. Costs and Attorney's Fees - In the event Village or Developer are required to enforce
this Agreement by court proceedings, then the prevailing party shall be entitled to recover from
the other party all costs incurred, including reasonable attorney's fees incurred in such proceedings
and in any appellate proceedings.
21. Force Ma' e� ure - 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 such 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 prevented or interrupted performance, provided that if and/or when the uncontrollable
cause for such prevention or interruption of performance has ceased or has been otherwise
resolved, then the affected part shall render or complete its performance under this Agreement.
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 Agreement - Upon completion of execution of this Agreement by
Developer and Village, Village shall, at Developer's expense, cause this Agreement to be recorded
with the Clerk of the Court of Palm Beach County.
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Agenda Item V.
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 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
Page 14
Page 292 of 496
Agenda Item V.
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.
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 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 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. 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 Property Owner 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
Page 15
Page 293 of 496
Agenda Item V.
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 16
Page 294 of 496
Agenda Item V.
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:
Witness Signature
Witness Printed Name
Witness Signature
Witness Printed Name
WITNESSES:
Witness Signature
Witness Printed Name
Witness Signature
Witness Printed Name
VILLAGE:
Village of Tequesta, a Florida Municipal Corporation
DEVELOPER:
Royal Tequesta LLC
Page 17
Page 295 of 496
Agenda Item V.
WITNESSES:
Witness Signature
Witness Printed Name
Witness Signature
Witness Printed Name
WITNESSES:
Witness Signature
Witness Printed Name
Witness Signature
Witness Printed Name
For Village:
THE STATE OF FLORIDA
COUNTY OF PALM BEACH
MORTGAGEE JOINDER (If applicable):
MORTGAGEE JOINDER (If applicable):
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
Page 18
Page 296 of 496
Agenda Item V.
For Developer:
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 , 20201 by ,
(name and title/position) on behalf of Royal Tequesta LLC. 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 Mortgagee (If applicable):
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 , 20201 by ,
(name and title/position) on behalf of (name of Mortgagee) 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 Mortgagee (If applicable):
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 , 20201 by ,
(name and title/position) on behalf of (name of Mortgagee) 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
Page 19
Page 297 of 496
Agenda Item V.
Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
Page 20 of 24
Page 298 of 496
Agenda Item V.
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Agenda Item V.
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 sixty-nine (69) multi -family residential
units and a clubhouse to be constructed in a single to be known as "The Reserve at Tequesta".
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
69 - 3/4" Meters x $3,470.86 per Meter
1 - 1 " Meters x $8,677.06 per Meter
PLAN REVIEW FEES
INSPECTION FEES
LEGAL FEES
Total Due at Execution of Agreement
OTHER APPLICABLE CHARGES
$239,489.34
$87677.06
$77750.00
$12, 750.00
2 000.00
$2709666.40
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.
Page 22 of 24
Page 300 of 496
Agenda Item V.
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.
Page 23 of 24
Page 301 of 496
Agenda Item V.
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 Jeff H. Iravani, Inc., being preliminary water plans dated 12/09/2018.
Water: All facilities constructed in development of the site will be dedicated to
Village.
Page 24 of 24
Page 302 of 496
Agenda Item V.
Exhibit "D"
LOCATION MAP
Page 25 of 24
Page 303 of 496