Loading...
HomeMy WebLinkAbout06.e.01 DA CU25.26-20 - Henley Middleburg Master Infrastructure CU25/26-20 Record&Return to: Clay County Utility Authority 3176 Old Jennings Road Middleburg,Florida 32068-3907 HENLEY MIDDLEBURG MASTER INFRASTRUCTURE • (Clay Utility System) Parcel No.: 32-04-25-008111-000-00 Name of Project Clay County DEVELOPER AGREEMENT IS DEVELOPER AGREEMENT ("Agreement"), made and entered into this day of , 2026, by and between 2026 HENLEY MIDDLEBURG LLC, a Florida lirrhted liability company and HENLEY TRIANGLE PROPERTY OWNER'S ASSOCIATION,INC., a Florida non-profit corporation, hereinafter referred to as "Developer", and CLAY COUNTY UTILITY AUTHORITY, an independent special district established under Chapter 94-491,Laws of Florida, Special Acts of 1994, hereinafter referred to as "Utility". WHEREAS,Developer own or control lands located in Clay County,Florida,and described in Exhibit"A", attached hereto and incorporated herein by reference (hereinafter "Property"); WHEREAS,Developer desire that the Utility provide central water,pumping,treatment and distribution service and/or central wastewater collection, treatment and disposal, and central reclaimed water service for the Property; WHEREAS, the Utility is willing to provide, in accordance with the provisions of this Agreement, central water, wastewater, and reclaimed water service to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive adequate water,wastewater, and reclaimed water service from the Utility; and WHEREAS, the parties wish to enter into this Agreement setting forth their mutual understandings and undertakings regarding the furnishing of potable water, wastewater, and reclaimed water service by the Utility to the Developer's Property. NOW,THEREFORE,for and in consideration of the premises,the mutual undertakings and agreements herein contained and assumed, Developer and Utility hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: (a) "Consumer Installation" -All facilities ordinarily on the consumer's side of the point of delivery. (b) "Contribution-in-Aid-of-Construction (CIAC)" -The sum of money and/or the value of property represented by the cost of the wastewater collection system, potable water distribution system, and reclaimed water distribution system constructed or to be constructed which Developers or owner transfers,or agrees to transfer,to Utility, if so designated by the Utility,at no cost to Utility to provide utility service to specified property. -2 - (c) "Equivalent Residential Connection CERC)" -A factor expressed in gallons per day (GPD)which is used to convert a given average daily flow(ADF)to the equivalent number of residential connections. For this purpose the average daily flow of one potable water ERC is (450) GPD, one wastewater ERC is (311) GPD, and one reclaimed water ERC is (275) GPD. (d) "Point of Delivery"-The point where the pipes or meter of Utility are connected with the pipes of the consumer. Point of delivery for water service shall be at the consumer's side of the meter and for wastewater service at the lot or Property line. Utility shall, according to the terms and conditions hereof, own all pipes and appurtenances to the point of delivery unless otherwise agreed. The pipes and appurtenances inside the point of delivery shall belong to others. (e) "Service" - The readiness and ability on the part of Utility to furnish and maintain water and wastewater service to the point of delivery for each lot or tract pursuant to rules and regulations of applicable regulatory agencies. 3. Assurance of Title-Developer represent and warrant that he is the owner of the Property and have the legal right to grant the exclusive rights of service contained in this Agreement. Upon request, Developer agrees to deliver to Utility evidence of such ownership including any outstanding mortgages, taxes, liens and covenants. 4. Connection Charges -In addition to the contribution of any wastewater collection systems, water distribution systems, and reclaimed water systems where applicable, and further to induce Utility to provide potable water,wastewater service,and reclaimed water service,Developer hereby agrees to pay to Utility the following fees and charges, as defined in the Rate Resolution (including Service Availability Policy), upon execution of this Agreement in order to reserve capacity in the System: (a) Potable Water Capacity Charge: ($476.93 x 0.00 ERCs) $ N/A * Alternative Water Supply Surcharge: ($411.64 x 0.00 ERCs) $ N/A Wastewater Capacity Charge: ($4,345.34 x 0.00 ERCs) $ N/A * Reclaimed Water Capacity Charge: ($317.95 x 0.00 ERCs) $ N/A * Debt Service Charge: ($246.79 x 0.00 ERCs) $ N/A (b) Main Extension Charge-Water $ N/A Main Extension Charge- Wastewater $ N/A Main Extension Charge-Reclaimed $ N/A (c) Fire Protection Charge $ N/A (d) Meter Installation Charge $ N/A Reclaimed Meter Installation Charge $ N/A (e) Plan Review Fee $ 924.00 (f) Inspection Fee $ 2,270.47 (g) Recording Fee $ 146.52 Total $ 3,340.99 * - This Agreement is for infrastructure only. The Property is being developed as a subdivision for a commercial park and the connection charges cannot be assessed until each project/parcel, within the Property, is determined, due to the major differences in usage between commercial accounts. A supplemental agreement will be prepared to assess the appropriate charges as each commercial development is constructed in the future. Note: Items(e)and(f)are estimates and are subject to adjustment based on actual cost incurred. -3 - Payment of the above charges does not and will not result in Utility 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. Except as specifically stated, Utility shall not be obligated to refund to Developer any portion of the value of the above charges for any reason whatsoever nor shall Utility pay any interest upon the above charges paid. Except as otherwise stated in this Agreement, 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 the charges paid or to any of the potable water, reclaimed water, or wastewater facilities and properties of Utility,and all prohibitions applicable to Developer with respect to no refund of such charges,no interest payment on said charges and otherwise, arc applicable to all persons or entities. Paid capacity or connection charges may not be applied to offset any service bill or other claims of Utility. 5. On-Site Installations - On-site facilities are those located within the Property for which Developer is requesting service. Developer shall convey to Utility, if so designated by Utility, all on-site water and wastewater lines, laterals, mains, lift stations, pump stations and appurtenant facilities (collectively referred to as "Components" or "On-Site System") on the Property with all contractual guarantees relating thereto. Conveyance shall take place within a reasonable time after installation of the On-Site System but prior to Utility's obligation to provide service.Until such time as the On-Site System is conveyed, the same shall be operated and maintained by Developer. In its sole discretion, Utility may decline to accept the On-Site System,may lease the On-Site System from Developer,or agree to such other arrangement as it deems appropriate. Utility shall have the right and obligation,at the Developer's expense,to construct and/or approve the construction of the on-site installations which shall be owned and maintained by Utility,if so designated by Utility. The Utility shall also have the right to review all plans and specifications, connections to its system and the Developer shall pay a fee equal to the Utility's actual cost to review such plans and specifications. The Utility shall have the right to inspect all phases of construction undertaken by outside contractors for facilities which are to be owned by the Utility, if so designated by Utility. The Developer will reimburse the Utility for its costs for such inspection, including all overhead associated with same. Where on-site temporary pump stations or backflow prevention devices are required,they shall be paid for one hundred percent(100%)by the Developer without any provision for refund. Utility reserves the right to require backflow prevention devices on all water service connections. The On-Site System shall be constructed in compliance with all regulatory requirements and the specifications and requirements of Utility. No construction shall commence until Utility has reviewed and approved Developer's contractor and the plans and specifications for construction of the potable water, wastewater,and reclaimed water systems for the project. The proposed electrical transformer layout of the electric utility providing service must be provided to the Utility prior to commencement of construction. Developer shall guarantee Utility against defects in material and workmanship for the portion of the On-Site System to be owned by the Utility or County, if so designated by Utility. Developer shall secure from its contractor a written and fully assignable warranty that the system installed will be and remain free from all defects,latent or otherwise,with respect to workmanship,materials and installation in accordance with Utility-approved plans and specifications, for a period of two (2) years from the date of the system acceptance by the Utility,and immediately assign the same and the right to enforce the same to the Utility on or before such date. -4 - The Developer shall provide the Utility, at the Developer's sole expense, a maintenance bond or other form of security acceptable to the Utility in an amount equal to ten percent (10%) of the project's schedule of values detailing the infrastructure being dedicated to the Utility. Such bond or security shall,by its express terms, protect and indemnify the Utility against any loss, damage, costs, claims, debts, or demands arising from defects, whether latent or otherwise, in the dedicated system. This security shall remain in effect for a period of two(2)years from the date of the Utility's formal acceptance of the system. The Utility reserves the right to require security in excess of ten percent (10%) if deemed necessary to adequately protect the Utility from potential liabilities associated with warranty defects. In addition to any other promises,guarantees or warranties to be provided by Developer to the Utility hereunder,Developer agree to protect and indemnify Utility against any loss,damage,costs,claims,debts or demands by reason of defects, latent or otherwise, in the system which could not have been reasonably discovered upon normal engineering inspection,to be and remain in effect for a period of two(2)years from the date of the system's acceptance by Utility. Developer agrees to transfer to Utility, if so designated by Utility,title to all water distribution and wastewater collection systems installed by Developer or Developer's contractor, which the Utility has agreed shall be owned and maintained by it pursuant to the provisions of this Agreement and shall: (a) Deliver a Bill of Sale and No Lien Affidavit in a form acceptable to Utility for such potable water distribution, reclaimed water distribution, and wastewater collection systems. (b) Provide copies of invoices and Release of Liens from contractor for installation of the utility systems as well as for any repairs to the Systems which may have been caused by other subcontractors during construction. (c) Assign any and all warranties and/or maintenance bonds as set forth herein. (d) Provide all operations, maintenance and parts manuals, as-built plans complying with Utility's specifications, and other documents required for operation of the utility system. (e) Convey to Utility, if so designated by Utility, easements and/or rights-of-way covering all areas in which potable water, reclaimed water, and wastewater systems are installed, with adequate legal access to same, by recordable document satisfactory to Utility. (f) Convey to Utility,if so designated by Utility,by recordable document in form satisfactory to Utility,fee simple title to lift station and pump station sites, along with recordable ingress/egress easement documents. (g) Provide a copy of the Project Engineer's final certification of completion to the Florida Department of Environmental Protection certifying installation of all potable water and wastewater facilities in accordance with approved plans. 6. Off-Site Installations - Developer shall further construct all transmission mains, pump stations and appurtenant facilities necessary to connect the On-Site System to the nearest appropriate point in Utility's transmission system,as determined by Utility. Utility may require Developer to oversize off-site transmission mains and appurtenant facilities in a manner consistent with Utility's Wastewater System Master Plan. The costs associated with construction of over-sized facilities which provide Utility with excess capacity for the benefit of other properties may be subject to refundable advance treatment pursuant to Utility's Service Availability Policy. The same construction standards, warranty requirements, maintenance bond requirements, transfer of title by Bill of Sale, and indemnification requirements, as provided under paragraph 5 of this Agreement, shall also apply to the Off-Site installations. - 5 - 7. Agreement to Serve - Upon the completion of construction of the On-Site and Off-Site Facilities by Developer, or an appropriate phase thereof, and compliance with the terms and conditions of this Agreement and Utility's Service Availability Policy, Utility will allow connection or oversee the connection of the wastewater collection facility,potable water distribution facility,and/or reclaimed water facility installed by Developer to the central facilities of Utility in accordance with all rules,regulations and orders of the applicable governmental authorities. Utility agrees that once it provides potable water, reclaimed water, and/or wastewater service to the customers within the Property that it will continuously provide such service,at its cost and expense,but in accordance with the other provisions of this Agreement, the then current Rate Resolution in effect for Utility, and the requirements of the governmental authorities having jurisdiction over the operations of Utility. Utility shall not be liable for any temporary interruptions in service as a result of equipment failure, emergencies or Act of God. The covenants and agreements of Developer contained in paragraphs 5,6,and 7 hereof shall survive Utility's acceptance of any On-site and Off-site Facilities and Utility's commencement of service to the Property. Should any such covenant or agreement of Developer in fact be outstanding following either or both of such dates,then,notwithstanding any contrary provision contained herein,Utility may,upon thirty (30)days advance written notice and demand for cure mailed to Developer,temporarily interrupt service to the Property until such outstanding covenant or agreement of Developer is satisfied in full. Utility shall not be liable for any temporary interruptions in service as a result of any action authorized or permitted by this paragraph. 8. Application for Service - 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 Utility until formal written application has been made to Utility by the prospective user of service, or either of them, in accordance with the then effective rules and regulations of Utility and approval for such connection has been granted. 9. Easements - Developer hereby grants and gives to Utility, its successors and assigns, but subject to the terms of this Agreement, the exclusive right or privilege to construct, own, maintain and operate the potable water,wastewater,and reclaimed water facilities to serve the Property in,under,upon, over and across the present and future streets, roads, alleys, utility easements, reserved utility strips and utility sites. Mortgagees,if any,holding prior liens on the Property shall be required to release such liens, subordinate their position or join in the grant or dedication of the easements or rights-of-way, or give to Utility assurance by way of a "non-disturbance agreement", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of Utility. All potable water, reclaimed water, and wastewater collection facilities, save and except installations owned by Developer, or their successors or assigns,shall be covered by easements or rights-of-way if not located within platted or dedicated roads or rights-of-way for utility purposes and there shall be adequate legal access to same. The use of easements granted by Developer to Utility shall not preclude the use by other utilities of these easements,such as for cable television,telephone, electric,or gas utilities. However,the use of such non-exclusive easements by third parties shall not interfere with Utility's utilization of same.Utility hereby agrees that all easement grants will be utilized in accordance with the established and generally accepted practices of the potable water,reclaimed water,and wastewater industry with respect to the installation of all its facilities in any of the easement areas. 10. Utility's Exclusive Right to Utility Facilities-Developer agree with Utility that all potable water,reclaimed water, and wastewater facilities accepted by Utility in connection with providing potable water, reclaimed water and wastewater services to the Property, shall at all times remain in the sole, complete and exclusive ownership of Utility, 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 potable water, reclaimed water,and wastewater services to other persons or entities located within or beyond the limits of the Property. -6 - 11. Exclusive Right to Provide Service-Developer shall not engage in the business of providing potable water services or sanitary wastewater services to the Property during the period of time Utility provides water and wastewater services to the Property. Utility shall have the sole and exclusive right and privilege to provide water and wastewater services to the Property and to the occupants of such residence, building or unit constructed thereon. 12. Rates-Utility agrees that the rates to be charged to Developer and individual consumers of water and wastewater services shall be those set forth in the then current Rate Resolution most recently adopted by the Board of Supervisors of the Clay County Utility Authority as may be amended from time to time.However,notwithstanding any provision in this Agreement, Utility, its successors and assigns,may establish,amend or revise,from time to time in the future,and enforce in a reasonable manner,rates or rate schedules so established. Notwithstanding any provision in this Agreement, Utility may establish, amend or revise,from time to time, in the future, and enforce rules and regulations covering water and wastewater services to the Property.However,all such rules and regulations so established by Utility shall at all times be reasonable and subject to such regulations as may be provided by law or contract. 13. Quality of Wastewater-All commercial facilities which discharge non-domestic type wastes into the Utility's collection system are required to meet the requirements of Resolution 2025/2026-05 (Pretreatment Resolution) with regard to waste quality. In addition, facilities with photographic development operations may be required to install and maintain a silver recovery unit in order to meet the requirements of this resolution. Discharge of floor finish stripper products and waste to the collection system requires an Industrial Pretreatment Permit issued by Utility. Developer, tenant or the Property/project owner or Lessor must inform Utility of its intent to discharge any floor finish stripper product and waste. Upon notification, a permit application will be sent to Developers, tenant or the Property/project owner or Lessor to be completed and submitted to Utility for processing. A permit fee is not required by Utility for an Industrial Pretreatment Permit. Failure to follow these procedures may result in termination of water and wastewater service. 14. Binding Effect of Agreement-This Agreement shall be binding upon and shall inure to the benefit of Developers, Utility and their respective assigns and successors by merger, consolidation, conveyance or otherwise. Any assignment or transfer by Developer shall be subject to Utility approval which shall not be unreasonably withheld provided the assignee or transferee shall acknowledge in writing that it assumes the duties and responsibilities of the Developer as set forth in this Agreement. 15. Notice - Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger,by mail or by email, and if to Developers,shall be mailed or delivered to Developers at: 2026 Henley Middleburg,LLC Attn.: Paul Ferber 151 Sawgrass Corners Drive, Suite 202 Ponte Vedra Beach, Florida 32082 and if to the Utility at: Clay County Utility Authority 3176 Old Jennings Road Middleburg,Florida 32068-3907 or such other addresses as specified in writing by either party to the other. - 7 - 16. Laws of Florida-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. 17. Costs and Attorney's Fees-In the event the Utility or Developer is required to enforce this Agreement by court proceedings, by instituting suit or otherwise, then venue shall lie in Clay County, Florida,and the prevailing party shall be entitled to recover from the other party all cost incurred,including reasonable attorney's fees. 18. Force Majeure - 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 either party, including,but not limited to Act of God or of the public enemy,war,national emergency,allocation or of other governmental restrictions upon the use or availability of labor or materials, civil disorder, strike, embargo, natural disaster or catastrophe, unforeseeable failure or breakdown of transmission, treatment or other facilities, governmental rule, act, order, restriction, regulation, statute, ordinance, or order, decree, judgment, restraining order or injunction of any court, said party shall not be liable for such non-performance. 19. Indemnification - Developer agrees to indemnify and hold the Utility harmless from and against any and all liabilities,claims,damages,costs and expenses(including reasonable attorney's fees)to which it may become subject by reason of or arising out of Developers' performance of this Agreement. This indemnification provision shall survive the actual connection to Utility's potable water,wastewater and reclaimed water systems. MISCELLANEOUS PROVISIONS 20. The rights,privileges, obligations and covenants of Developer and Utility 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. 21. This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and Utility, made with respect to the matters herein contained,and when duly executed,constitutes the agreement between Developer and Utility. 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. 22. 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. 23. 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. 24. The submission of this Agreement for examination by Developer does not constitute an offer but becomes effective only upon execution thereof by Utility. 25. 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. - 8 - 26. It is because of inducements offered by Developer to Utility that Utility has agreed to provide potable water, reclaimed water, and wastewater services to Developer's project. Capacity reserved hereunder cannot and shall not be assigned by Developer to Third Parties without the written consent of Utility, except in the case of a bona-fide sale of Developer's Property. 27. Utility shall, as aforesaid, at all reasonable times and hours, have the right of inspection of Developer's internal lines and facilities. This provision shall be binding on the successors and assigns of the Developer. 28. The parties hereto recognize that prior to the time Utility may actually commence upon a program to carry out the terms and conditions of this Agreement,Utility 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 Utility. The Utility agrees that it will diligently and earnestly make the necessary proper applications to all governmental authorities and will pursue the same to the end that it will use its best efforts to obtain such approval. Developer agree to provide necessary assistance to Utility in obtaining the approvals provided for herein. Upon execution of this Agreement, Utility may require the payment of a reasonable fee to defray Utility's legal, engineering, accounting and administrative and contingent expense. 29. It shall be Developer's responsibility to provide acceptable as-built drawings of the potable water, wastewater and reclaimed water systems installed by Developer or Utility, in accordance with Utility's standard specifications, details and notes, which are to be accepted by Utility for ownership and maintenance, as set forth in paragraph 5 (d)herein;and the Utility's charges associated with the review and quality assurance of the CAD as-built survey drawings will be paid directly by Developer's licensed underground utility contractor and shall be provided in accordance with Utility's"As-built Specifications Standards Manual", which can be obtained from the Utility's website (www.clayutility.org). It shall be Developer's responsibility to properly instruct his contractor to contact Utility for an estimate of such charges and clarification of the required as-built drawing procedures. 30. It shall be Developer's responsibility or Developer's customer's responsibility,utilizing the project's potable water, reclaimed water, and wastewater service within Developer's project, to apply to Utility for service after the installation of the potable water, reclaimed water,and wastewater utilities have been completed and accepted by Utility. Upon completion of application for potable water,reclaimed water, and wastewater service and payment of the appropriate charges set forth in Utility's then current applicable Rate Resolution, including any security deposits required, service will be initiated to customers within Developer's Property. 31. Developer shall not place any conservation easements over any of the easement lands that contain Utility's water, wastewater or reclaimed facilities for the project covered by this Agreement. 32. Developer shall grant easements to Utility covering any portion of the potable water, reclaimed water, and wastewater facilities that Utility agrees to own and maintain,and Developer shall be responsible for providing the legal description for such easement to Utility. 33. The landscaping(new or existing)for this project shall not include the planting of any trees within seven and one-half feet(7 ft. 6 in.)of any of the water and mains. In the alternative, it is understood and agreed by Developer and Utility that Developer shall provide a root barrier, satisfactory to Utility, around the roots of all landscaping,trees,shrubs,etc.,that are planted within the road right-of-ways that will potentially impact any of the utilities covered by this Agreement. - 9 - 34. The road cross-section,utility placement, and sidewalk placement used within the street and right-of-ways shall be consistent with those layouts established by Utility in cooperation with other utilities and the Clay County Engineering Department. Any variance from these standard layouts shall be communicated by Developer to all utilities requiring facilities in the right-of-way and the Clay County Engineering Department and shall be approved by all such utilities and agencies prior to commencement of construction. 35. The charges shown in paragraph 4 (a) through (g) of this Agreement cover only the infrastructure for water, reclaimed water and wastewater to Henley Middleburg Master Infrastructure, in accordance with the plans described on Exhibit"B,"attached hereto and by reference made a part hereof and does not include any of the commercial developments(future buildings, additions, irrigation,etc.)that are planned for this Property. A separate agreement will be prepared for the additional requirements of each future development on the Property when such development is initiated. 36. Developer shall connect to Utility's existing 8-inch water main and 4-inch reclaimed water main at the locations shown on the final approved plans prepared by Matthew Melchiori,PE of PrimeAE,as described in Exhibit`B", which are acceptable to Utility. All facilities shall be installed by Developer's State of Florida Licensed Underground Utility Contractor and shall meet all of the requirements of Utility in accordance with Utility's standards and specifications and shall,prior to Utility's acceptance for ownership and maintenance. Utility shall own and maintain the potable water and reclaimed water infrastructure constructed under this Agreement, beginning at the connection points to Utility existing water and reclaimed water systems and extending through the distribution system to the downstream side of each future service meter location, as described on the Utility approved construction plans, entitled Henley Middleburg Master Infrastructure,prepared by Matthew Melchiori,PE, of PrimeAE, as described in Exhibit"B",Project No. 125005.04. dated June 2, 2026, as many be revised and approved by Utility. All service lines, customer plumbing, irrigation systems, and appurtenant facilities located beyond the downstream side of each meter shall remain privately owned and maintained by the applicable property owner. 37. Developer shall install or have installed a reduced pressure zone (RPZ) type backflow prevention device which shall be located immediately downstream of each potable water meter,which are proposed to service Developer's facilities and such installation shall be in compliance with the requirements of the Florida Department of Health and Rehabilitative Services and Utility. Upon the completion of the installation of said devices,Developer shall provide to Utility for its permanent records the Make,Model, Size and Serial Number of said devices. Furthermore, these devices must be tested and recertified by a certified backflow preventer technician,annually or such other period as may be required by Utility. Proof of the annual testing and recertifications must be submitted to Utility for its records. These installations and annual recertifications shall be the responsibility of the Developer or its successors and assigns. Utility shall have access to the water meters,during normal business hours,for meter reading and maintenance purposes. 38. Connection to Utility's existing 4-inch wastewater force main and the construction of the force main extension shall be installed by Developer's State of Florida Licensed Underground Utility Contractor and shall meet all of the requirements of Utility prior to Utility's acceptance for ownership and maintenance. 39. Notwithstanding any other provision of this Agreement, all wastewater collection facilities located within the Property being served and Utility's point of connection to the existing 4-inch wastewater - 10 - force main, including,but not limited to, the private gravity sewer system,service laterals,manholes,grease interceptors,private lift station,private force main,pumps,controls,electrical equipment,generators,and all associated appurtenances, shall remain privately owned and maintained by the Developer. Ownership, operation, maintenance, repair, replacement, and funding responsibilities for these private facilities shall be governed by the recorded Declaration of Restrictive Covenants and Easement Agreement. Reference to the Declaration is solely for the purpose of identifying the party responsible for the private facilities and shall not be construed as Utility's review, approval, acceptance, endorsement, or enforcement of the Declaration or its provisions. The parties acknowledge that the proposed private lift station and associated onsite wastewater collection system do not conform to Utility's current Standards and Specifications for facilities eligible for Utility ownership and maintenance. Accordingly,these facilities shall remain private and shall not qualify for dedication to, or acceptance by, Utility under this Agreement. Utility's ownership, operation, and maintenance responsibilities shall begin only at the connection to the existing 4-inch wastewater force main, as shown on the Utility-approved construction plans entitled Henley Middleburg Master Infrastructure,prepared by Matthew Melchiori,P.E.,of Prime AE,Project No. 125005.04, dated June 2, 2026, as amended and approved by Utility. The parties acknowledge that this Agreement authorizes only the construction of the master utility infrastructure and does not reserve potable water, wastewater, or reclaimed water capacity, nor authorize utility service for any future buildings, outparcels, or separately owned developments to be served by the private wastewater collection system.Prior to the development of each future parcel or change in use,the property owner shall execute a Supplemental Agreement with Utility. Such agreement shall establish the applicable service availability charges, determine the required Equivalent Residential Connections (ERCs), evaluate compliance with Utility's Pretreatment Program and any additional pretreatment requirements, and address any additional utility infrastructure or easements required by Utility. Utility shall provide service directly to each future development through individually metered potable water and reclaimed water services, where applicable, and shall bill each customer separately based on metered consumption in accordance with Utility's then-current Rate Resolution.Nothing contained herein shall obligate Utility to provide service to any future development until all applicable agreements have been executed,required approvals obtained,applicable fees paid,and all Utility requirements have been satisfied. 40. The wastewater connection point being constructed is a pressure force main connection point and will require the Developer's installation and maintenance of a duplex grinder pump station and piping capable of pumping Developer's flow at the required pressure condition, and connection of said piping to Utility's system at the valve box within Utility's proposed easement, in order for Developer's flow to be pumped into Utility's system for treatment and disposal.In addition,Developer hereby agrees to install and maintain a Flowmatic ball check valve,Model 508 (epoxy coated cast iron body),on the discharge side of the Developer's duplex grinder pump station. The Flowmatic ball check valve shall be placed in a protective valve box with a lid. The check valve and valve box shall be positioned on a horizontal segment of pipe at least two linear feet outside of the grinder pump station. Prior to the start-up of the duplex grinder pump station,Developer will be required to pull the grinder pumps for Utility's inspection to ensure the proper grinder pumps and check valves have been provided. If the proper grinder pumps and check valves have been provided, the system start-up will be allowed to proceed. If not, Developer shall correct the pump station and check valve and call for a follow-up inspection. An additional service charge will be assessed for the follow-up inspection.Developer will own and maintain the private pumping station and check valve on the Property, and in the event of an electrical power outage, it shall be Developer's responsibility to provide backup power, if continuous service is desired. Utility is in no way responsible for damages or injury, either directly or indirectly, related to sanitary sewage overflows, spills or stoppages related to loss of electrical power or any malfunction of the privately owned facilities. - 11 - 41. Developer shall be required to install an on-site irrigation system in full compliance with the Clay County Utility Authority's Applicable Excerpts from Clay County Utility Authority's Reclaimed Water Policy(see Exhibit"C" attached hereto),and shall operate and maintain the system in accordance with the rules and regulations of Utility,as well as all governmental agencies having jurisdiction over such reclaimed water system. 42. All irrigation contractors employed by Developer to install reclaimed water irrigation systems within the Property shall be registered with Utility. The criteria for registration is included in Utility's Cross- Connection Control Policy. Once registered, such irrigation contractor shall comply completely with Utility's Cross-Connection Control Policy and Reuse Policy. Cross-connection control inspections will not be conducted for irrigation contractors that are not registered with Utility. 43. All elements of the Florida Department of Environmental Protection rules and regulations regarding the use of reclaimed water within the project will be adhered to at all times. This specifically pertains to the Public Notice (posting of signs) provisions of the Florida Department of Environmental Protection rules and regulations, as well as all specific requirements pertaining to the use of reclaimed water in public areas and on roadways. 44. No wells shall be permitted within or upon the Property for any reason. 45. The construction of this project will not commence until receipt by Utility of all permits and easements, if necessary, and this Agreement is executed and the charges stated herein are paid. 46. This Agreement will need to be executed by Developers,the charges paid(shown on page 2 of Agreement),prior to October 1, 2026, and the construction of the utilities shall be commenced prior to October 1, 2026, or this Agreement will be subject to any Service Availability charge increases currently approved,which may be applicable or which may be approved by Utility's Board of Supervisors for the next fiscal year beginning October 1, 2026; and this Agreement is subject to any material cost increases which Utility may experience after October 1, 2026. [Signatures Begin Next Page] - 12 - IN WITNESS WHEREOF,Developer and Utility 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: DEVELOPER: 2026 HENLEY MIDDLEBURG,LLC, a Florida limited liability corn.any G�� — . t Witness: By: (Seal) Print Nam : Paul . Fer.er,Manager (� Address: L S �� S l )O P'Vb j� 370 U 7 i Witness: '— Print Name:'NU Fr-c.ta Address:\Cj\, \16‘5S CQ) . $,k-c202 ?6v\ t \I-eanv i0e90. STATE OF \ , c\G COUNTY OF " «j\V0.\ The fore r stru ent was cknowledged before me by means oftphysical presence or ❑ online notarization this �y of 2026,by PAUL S.FERBER,as MANAGER of 2026 HENLEY MIDDLEBURG LLC, a Florida mited liability company,who is personally known to me or has produced_ , as identification. SHIANNE SANDERSON Print Name: \ �n� - STNOTARY ATE OF PUBLIC \ Notary lic NO.HH 814742 State of c� ' attar e MY COMMISSION EXPIRESAUG.01,2030 My Commission Expires: \IZ030 WITNESSES: DEVELOPER: HENLEY TRIANGLE PROPERTY OWNER'S ASSOCIATION, INC., a Florida non-profit corporation Witness: & WLI —D i' By: Print Na e: 1b Nam • S\ClC Address: I r ) Its: \'? > .p V'( 3 z s se (3 (Corporate Seal) Witness: Print Name: t'`i cl,a 1 �� ��•-� Address: SikoANrks& ('ps(fwfS—Dv SAC 202 STATE OF F ORIDA COUNTY O _ )U The foregoin_.g,instrument was acknowledged before me by means of-IA-physical presence or El online s` notarization thi day of '� vS� _ ,2026, byC C S\GX� as �� of HENLF TRIANGLE PROPERTY OWNER'S ASSOCIATION, INC., a Florida non-profit corporation who is personally known to me. Print Name: s1\ ��(1 Notary Public SHIANNESANDERSON State of Florida at Large NOTARYPUBLIC OF FLORIDASTATE OF FLO My Commission Expires:z IZODp NO.HH 814742 _MY COMMISSION EXPIRES AUG.01,2030 WITNESSES: UTILITY: CLAY COUNTY UTILI Y AUTHORITY Witn By: Print i Jina M. SIMI er D. J nston, .E., M.B.A. Addre 16 �I.� 3 q►'�$• 11.0 E • `Dire or ,dl1j3uo-C,1i. 32(re 6 \ Koh) ' I *Liar (Corporate Seal) Witness: Print Nang Sandra M.�Blane . '�^ Address: J1 OW r 1.1 4s ic-toty IIAQ1J Q41 , 3260E STATE OF FLORIDA COUNTY OF CLAY The foregoing instrument was ackn wledged before me by means off'physical presence or El online notarization this ..Q day of 0 , 2026, by JEREMY D. JOHNSTON, as EXECUTIVE TY DIRECTOR of CLAY COUN UTILITY AUTHORITY,who is personally known to me. P 'nt Name Jina 1111 Notary Jina PubiicM.StateSmith of Florida otary Pu is My Commission HH 567024 . St orida at Large -. t►n'-"'� Expires 6l3012028 My Commission Expires: HENLEY MIDDLEBURG MASTER INFRASTRUCTURE Parcel No.:32-04-25-008111-000-00 EXHIBIT "A" PARCEL ONE For a Point of Reference,commence at the Northeast corner of Section 32,Township 4 South,Range 25 East, Clay County Florida,said point also being situate in the center line of Jennings Road(State Road No S-220-A, an 80 foot right of way as now established);Thence South 00°00'00" East along the East line of said Section 32 and departing said center line of JENNINGS ROAD,a distance of 500.16 feet to a point situate in the Southeasterly right of way line of BLANDING BOULEVARD and/or State Road No.21 (a 100 foot right of way as now established)Thence South 55°02'30"West along said Southeasterly right of way line a distance of 989.84 feet to the POINT OF BEGINNING,Thence South 40'08'42"East departing said Southeasterly right of way line a distance of 347.82 feet to a point situate in the South line of said Northeast 1/4 of the Northeast 1/4, Thence South 89°1 T50"West along said South line a distance of 615.40 feet to a point situate in said Southeasterly right of way line of said BLANDING BOULEVARD,Thence North 55°02'30"East along said Southeasterly right of way line a distance of 477.20 feet to the Point of Beginning. PARCEL TWO: For a Point.of Reference,commence at the Northeast corner of Section 32,Township 4 South,Range 25 East, Clay County,Florida,said point also being situate in the center line of Jennings Road(State Road No S-220-A, an 80 foot right of way as now established)Thence South 00°00'00" East along the East line of said Section 32 and departing said center line of JENNINGS ROAD,a distance of 500.16 feet to a point situate in the Southeasterly right of way line of BLANDING BOULEVARD and/or State Road No.21 (a 100 foot right of way as now established)and the POINT OF BEGINNING; From the Point of Beginning thus described continue South 00°00'00"East along said Easterly line of said Section 32 a distance of 825.83 feet to the Southeast corner of said NE 1/4 of the NE 1/4,Thence South 89°17'50"West departing said East line and along the South linc of said Northeast 1/4 of the Northeast 1/4 a distance of 587.03 feet,Thence North 40°08,42"West departing said South line a distance of 347.82 feet to a point situate in said Southeasterly right of way line of said BLANDING BOULEVARD,Thence North 55°02'30"East along said Southeasterly right of way line a distance of 989.84 feet to the Point of Beginning. EXHIBIT "B" DESCRIPTION OF APPROVED CONSTRUCTION PLANS (Less and except plans to be replaced due to minor changes required) Project: Henley Middleburg—Master Infrastructure Engineer: Matthew D.Melchiori,P.E. Prime AE 13901 Sutton Park Drive South, Suite 200 Jacksonville,Florida 32224 Date: June 2, 2026 Engineer Description Latest Drawing Engineer Number Approved Plan Date Cover Sheet 06/02/2026 C 1.0 General Notes 06/02/2026 C1.1 Signatures Sheet 06/02/2026 C2.0 Existing Conditions—Demolition Plan 06/02/2026 C3.0 Overall Site Plan 06/02/2026 C3.1-C3.3 Site Layout 06/02/2026 C4.0 Post Development Plan 06/02/2026 C4.1-C4.3 Grading&Drainage Plan 06/02/2026 C4.4-C4.5 Cross Sections 06/02/2026 C4.6 SWMF Plan 06/02/2026 C5.1-05.3 Utility Plan 06/02/2026 C5.4-05.5 Utility Profiles 06/02/2026 C6.1-C6.9 Grading&Drainage Details 06/02/2026 C7.1 Standard Water and Sewer System Specifications 06/02/2026 C7.2 Standard SCH80 PVC and Polyethylene Water Service Details 06/02/2026 C7.3-C7.4 Standard Water Casing,Crossing Type and Pipe Restraint Details 06/02/2026 C7.5 Standard Fire Hydrant and D.D.C.V.Backflow Preventer Details 06/02/2026 C7.6 Standard Locator Wiring Installations 06/02/2026 C7.7 Standard Sewer System Details 06/02/2026 C7.8-C7.9 Reclaimed Water Distribution System Details and Specifications 06/02/2026 C8.0 Private Lift Station Details 06/02/2026 C9.0 Erosion&Sediment Control Notes&Details 06/02/2026 C10.0-C11.0 Stormwater Pollution Prevention Plan&Contractors Certification 06/02/2026 L1.0 Landscape Plan Notes&Calculations 06/02/2026 L1.1-L1.2 Landscape Details&Specifications 06/02/2026 L2.0-L2.5 Hardscape Schedule,Notes,Plans,Enlargements and Details 06/02/2026 L3.0 06/02/2026 L3.1-L3.3 06/02/2026 EXHIBIT "C" REUSE POLICY PAGE 1 OF 2 Effective Date-Thirty (30) days after Board's approval of the policy, for all developments that have not met the filing requirements of the County's Zoning Department,which requires each new development to be reviewed by the Development Review Committee (DRC), or for those developments not requiring DRC approval,which have been quoted charges to connect to the Clay County Utility Authority's(CCUA)water and/or wastewater systems within twelve months prior to the effective date of the reuse policy. A filing for a DRC meeting,which is incomplete as of the effective date of this policy, shall not be considered as filed timely for the prior policy to apply. If the developer has not commenced substantial construction on his project, which was filed with DRC prior to the effective date of this policy,within fifteen months after the effective date of the policy, then said development shall come under the provisions of this policy. Applicability - This policy will be applicable to all developments that file for a Development Review Committee review after the effective date of this policy. This shall include: A. Developments occurring under Development of Regional Impact(DRI) agreements which may not be technically required to install residential reuse,but who choose to do so in settlement of minor and/or major modifications to the structure and composition of developments within the DRI.These shall be regulated and charged under this proposed policy and effective date criteria the same as all other developments. B. Exceptions to the applicability of this policy and/or effective date are as follows: 1. Developments occurring under DRI agreements or Florida Quality Development (FQD) agreements, which are not required by said agreement to install residential reuse and who do not volunteer to provide residential reuse piping systems. 2. Developments which, as of the date of enactment of this policy, own and maintain their own reuse pumping plant and purchase bulk service from the CCUA. 3. Developments which have prepaid connection fees prior to January 1, 1998, at a prior approved rate and still have an inventory of prepaid connections, shall be exempt until such prepaid connections are used up. 4. Developments and/or communities that own, operate and maintain their own reuse infrastructure as of January 1, 1998. Developments Required to Install Wastewater Effluent Reuse Piping Systems and Take Reuse Water When it is Available-All developments occurring after the effective date of this policy will be reviewed by the CCUA staff for feasibility of the installation of a reuse piping system for irrigation purposes.These shall include commercial,public facilities, industrial, as well as residential developments. Summary of Criteria to be Utilized by Staff to Evaluate and Determine if Reuse Piping Systems will be Required - (1) Financial feasibility of extending a trunk main to an area at that time,or some planned future date, to provide reuse water to the proposed reuse system. This item shall consider the size of the development, distance to nearest master planned reuse trunk main or planned reuse plant, remaining developable property in the area, complexity of existing development of area which trunk mains must pass through, natural geographical barriers (or obstacles), environmental damage, etc. EXHIBIT "C" REUSE POLICY PAGE 2 OF 2 (2) Remaining developable land in the area(new area with very little existing development and much growth potential will be considered more feasible than an already built-out area). (3) Availability of adequate reuse water within a reasonable time to service the reuse system. (4) CCUA's budgetary restraints. (5) Length of time before a reuse plant or pump station is expected to be built in the area. Surcharge for Developments not required to Install Reuse Piping Systems - Due to the built-out condition of certain geographical areas and the other evaluation of feasibility considerations noted above,it will not be practical to require all areas to install reuse piping systems. All developments that are not required to install the reuse system shall pay a surcharge per ERC as its share of the burden of the reuse system installations at a rate set forth in the "proposed charges for service availability". Requirement for Installation of an Automatic Sprinkler System -All developments where reuse piping systems are required shall install or require the installation of an automatic sprinkler irrigation system acceptable to CCUA for the development of each separate parcel (lot)within the development. Such on-site systems shall utilize color-coded pipe for reuse water,functional rain sensors,and automatic controllers and timers. Approval of Sprinkler Irrigation Contractors - It is deemed by CCUA to be important that sprinkler irrigation contractors,who connect to the reuse system,be thoroughly educated with regard to reuse systems in an effort to eliminate any potential cross connection with the potable water system. In this regard, all irrigation contractors installing irrigation systems in conjunction with this reuse program must prequalify with CCUA by providing their credentials and passing a qualification interview with CCUA's staff for the purpose of demonstrating knowledge of the key issues regarding use of reuse water.A current certificate of insurance,acceptable to CCUA, naming the CCUA as an additional insured shall be on file at all times with the CCUA. Requirement for Payment of Reuse Base Facility Charge-All customer classes that have reuse piping systems available shall be required to pay the Base Facility Charge for reuse water whether they use the reuse water or not. Requirement for Reuse Meter-All customer classes that have reuse piping systems available shall pay for the installation of a reuse meter at the same time the domestic meter is requested. Wells-All developments where reuse piping systems are installed shall prohibit the installation of wells for irrigation purposes. Responsibility for Design and Installation of Reuse Piping Systems - Where reuse piping systems are required,the design engineer for the project shall design, at Developers' expense, the reuse piping system for the development and any reasonable trunk mains necessary to connect to the nearest source of reuse water, and developer shall install said system at its expense. The CCUA's existing policy regarding cost sharing for oversized mains, refundable agreements,plan review and approval, and adherence to CCUA's specifications and details, shall apply to these reuse piping systems, the same as the potable water distribution systems and wastewater collection systems. t: W 1 IIIP •�41 _, Ilk) •• � OLD`JENNINGS RD _ - --...7. 1,..4 rli.4 w t pr'E V ,r:a' - —mac -C (C- C M, z1zi. G M _1r__. 1,..E........._. ,. , . • �.,.. �NI ....... --....... ,%/ p,---r1.1-‘.0‘.:7- % ---- .: i=1 • J ,C. rr r ` ' ..".:::"..,..7."'VA,..,..4.• .0*..,. ..,.". O J 1 • 1 I•,, =1 ,,1.,.,.(4,i 4 .., • q‘, 21 P . /ter r ,47 Ail W.U— '7 / ] � • �! fr / Middleburg Henley Master Infrastructure Z7 _ . .. .," \ m / 0. lab Vu. II ►.� M \\,. ''''''\ <\'\NNN N *veil M -r---Ali r-i,i,,'V::, tomil 7... , M u • Disclaimer:The information displayed on this drawing or sheet is for a general visual representation purposes only.The drawing is based upon numerous sources of public ___1_ information which include but are not limited to Clay County Property Appraisers, FDOT, SJRWMD, and the Clay County Utility Authority's (CCUA)own records.All information included in the drawing is general in nature and not site specific.Any cimensions or other information is approximate and needs to be field verified.CCUA does not offer any guarantees,certifications,or warranties,either expressed or implied,in regards to the accuracy of the information represented on these drawings.The drawing is not a survey and should not be construed in any manner as such.By receiving this drawing,the recipient is agreeing to hold CCUA harmless for any errors or omissions _ - which may be present in this&awing.All interested parties are strongly encouraged to engage a Professional Surveyor and Mapper licensed in the State of Florida to field verify all site,property,infrastructure,and utility information prior to any decisions or actions. 11 I I / 1 ©,1 - - -C&SAT (--'S� COVT Title: ___\` Clay County Utility Authority CCUA Web Map 3176 Old Jennings Road i Info: / _ � Middleburg, Florida 32068-3907 Prepared by CCUAGIS Portal Water Features 'a Phone 904 272 5999 = Gravity Sewer Features J� C vs 8/28/2026,3:28:49 PM - Forced Sewer Features Conservation.Commitment.Community �TYAUTN� 1 inch = 300 feet - Reclaimed Features