2017-123 Utility Impact Fee Credit Agreement
This Utility Impact Fee Credit Agreement (this "Agreement") is made and entered into
between the City of Clermont, a political subdivision of the State of Florida, whose address is
685 W. Montrose St., Clermont, FL 34711 (the "City") and Mattamy Orlando LLC, a Delaware
limited liability company authorized to do business in the State of Florida, whose address is 1900
Summit Tower Blvd., Suite 500, Orlando, FL 32810 (the"Developer") (together, the "Parties").
WITNESSETH
WHEREAS, Developer is the owner of certain real property located in the City of
Clermont, Lake County, Florida as more particularly described and shown on Exhibit A attached
hereto and by this reference made a part hereof(the "Property");
WHEREAS, pursuant to Resolution No. 2016-20, the City granted a conditional use
permit covering the Property to allow for a single-family and multifamily residential planned
unit development in the UE Urban Estate Zoning District (the "PUD"), which PUD allows for a
total of 1100 residential dwelling units, comprised of single-family, duplexes, and multifamily
dwelling units;
WHEREAS, it is mutually understood by the Parties and agreed to by the Parties, that
the Developer has agreed to construct certain improvements that are not required to serve
Developer's project and, therefore, provide a benefit to City's overall water and wastewater
utility system; and
WHEREAS, the Parties desire to reduce to writing, and have ratified and confirmed, the
specific terms and conditions of their understanding and agreement related to the Developer's
construction of the Improvements described herein, as well as Developer's entitlement to impact
fee credits from the City for the Developer's fulfillment of the same;
NOW, THEREFORE, for and in consideration of the mutual terms, understandings,
conditions, premises and covenants herein set forth, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as
follows:
1. Recitals. The foregoing recitals are true and correct, and are hereby incorporated as a
material part of this Agreement as if fully set forth herein.
2. Construction of Improvements. Developer hereby acknowledges and agrees to the
following:
a. Developer shall, at Developer's sole expense, design and construct the following
utilities (together, the "Improvements") as set forth in the Construction Plans for
WaterBrooke Capital Utilities prepared by Booth, Ern, Straughan & Hiott (BESH), dated
November 29, 2017, which will receive final approval by the City of Clermont.
The approximate location and dimensions for the Force Main, Potable Water Main and
Reclaim Main (together, the "Utility Mains") are more particularly described on Exhibit B
attached hereto and by this reference made a part hereof, and the approximate location and
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dimensions for the Lift Station are more particularly described on Exhibit C attached hereto and
by this reference made a part hereof.
3. Plans and Specifications. On or before December 12, 2017, Developer shall deliver to the
City for the City's review and approval the final alignment and design specifications for the
construction of the Improvements (the "Plans and Specifications"), to be prepared by BESH,
which shall also include all then current cost estimates for the completion of the Improvements
specified in the Plans and Specifications. Once approved, the final Plans and Specifications shall
become a material part of this Agreement and shall be used by the Developer for the purpose of
obtaining all permits necessary for the construction of the Improvements.
4. Permits. Developer shall design the Improvements in a manner sufficient to satisfy the
applicable government permitting requirements, and shall apply for and obtain all permits and
approvals on or before December 1, 2018.
5. Impact Fee Credits. In consideration of the obligations set forth herein, the Parties
acknowledge and agree:
a. City shall provide Developer with water and wastewater impact fee credits in the
actual amount incurred by Developer and not to exceed the amount as set forth in Exhibit
D, column "City of Clermont Impact Fee Credit Portion", attached hereto and by this
reference made a part hereof.
b. The impact fee credits shall be available to Developer upon the completion by
Developer and acceptance by the City of the construction of the Improvements and
confirmation by City of the actual cost of the improvements in substantial accordance
with Exhibit D. Developer shall provide such reasonable documentation as may be
requested by City for purposes of City's determination and confirmation as set forth
herein.
c. Developer shall have the authority to assign or transfer any impact fee credits
granted pursuant to this Agreement from the property to another property or development
in the City's Utility Service Area.
6. Construction of Initial Homes. Developer shall be permitted to construct two hundred
(200) homes before the Lift Station and Force Main improvements are fully constructed (the
"Initial Homes"). The wastewater flow from the Initial Homes will be permanently directed to
the existing City lift station E09 on Emil Jahna Road, south of State Road 50.
7. Concurrency. The City hereby acknowledges and agrees that (i) the Improvements to be
constructed pursuant to this Agreement will satisfy the minimum requirements for concurrency
related to water and wastewater services and facilities as set forth in Section 90-4 of the City
Code, (ii) upon completion of the Improvements, there will be sufficient water and wastewater
facilities to meet the adopted levels of service for Developer's intended use of the Property as set
forth in Section 90-9 of the City Code, and (iii) the City shall reserve and ensure that there is
sufficient water and wastewater capacity as may be necessary for Developer's intended use of the
Property.
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8. Approvals. In those instances in this Agreement in which a party's approval, consent or
satisfaction is required, and a time period is not specified, then it shall be implied that such
action shall be exercised in a reasonable manner and within a reasonable time frame.
9. Indemnification. The Developer, its successors and assigns shall, to the fullest extent
permitted by law, defend, indemnify, and hold harmless the City, its officials, agents, and
employees from and against any and all claims, suits, judgments, demands, liabilities, damages,
cost and expenses (including attorney's fees) for personal injury, bodily injury, property damage
or other liability of any kind or nature whatsoever arising directly or indirectly out of or caused
in whole or in part by any act or omission relating to construction of the Improvements or this
Agreement by the Developer, its agents or employees, or any contractor employed by the
Developer, or anyone directly or indirectly employed by them, or anyone for whose acts any of
them may be liable, excepting only those acts or omissions arising out of the sole negligence of
the City, or claims, asserted by property owners for damages arising from the performance of the
obligations contained in this Agreement.
10. Term and Nature of Agreement. With the exception of the warranty requirements set
forth herein, this Agreement shall terminate upon satisfaction by the Parties hereto of their
respective obligations contained herein. If the Developer is unable to obtain all necessary
approvals for the construction of the Improvements from the City or any other governmental
agency, or is unable to negotiate a construction contract for the Improvements acceptable to
Developer in its sole discretion, the sole remedy to the City shall be the termination of this
Agreement, and Developer shall not be liable for, and the City shall not seek from the Developer,
either damages or specific performance of this Agreement; provided, however, that the
conveyance of any property completed prior to the termination of this Agreement shall not be
affected.
11. Compliance with Laws and Regulation. In performing pursuant to this Agreement, each
party hereto shall abide by the respective statutes, ordinances, rules and regulations pertaining to,
or regulating, the acts of such party.
12. Notices. Any notice required or allowed to be delivered hereunder shall be in writing and
be deemed to be delivered when (i) hand delivered to the official hereinafter designated, or (ii)
three days after the date on which deposited in the United States mail, postage prepaid, certified
mail return receipt requested, or(iii) sent via overnight courier delivery service, and addressed to
a party at the address set forth below, or such other address as the party shall have specified by
written notice to the other party delivered in accordance herewith.
DEVELOPER CITY
Mattamy Orlando LLC City of Clermont
Leslie Candes, Esq. Darren Gray, City Manager
4901 Vineland Road, Suite 450 P.O. Box 120219
Orlando, FL 32811 Clermont, FL 34712
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cc: Cecelia Bonifay, Esq. cc: City of Clermont
Akerman LLP Dan Mantzaris, City Attorney
420 S. Orange Ave, Suite 1200 332 N. Magnolia Avenue
Orlando, FL 32801 Orlando, FL 32802
13. Counterparts. This Agreement may be executed in any number of counterparts each of
which when executed and delivered, shall be an original, but all counterparts shall together
constitute one and the same instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof, and may not be modified or amended except by a written
instrument equal in dignity herewith and executed by the Parties to be bound thereby.
15. Time is of the Essence. Time is hereby declared of the essence as to the lawful
performance of all duties and obligations set forth in this Agreement. For purposes of the time
requirements hereunder, such time frames shall, unless otherwise specifically stated herein, (i)
not include the day from which the period commences; (ii) if less than six (6) days, be construed
to exclude any Saturday, Sunday or legal holiday; and (iii) if six (6) days or more, be construed
to mean calendar days; provided that if the final day of such period falls on a Saturday, Sunday
or legal holiday in the state where such condition or covenant is to be performed, such period
shall extend to the first business day thereafter.
16. Non-Waiver. No consent or waiver, expressed or implied, by either party, to or of any
breach or default of the other party, with regard to the performance by said other party of its
obligations under this Agreement shall be deemed or construed to constitute consent or waiver,
to or of, any other breach or default in the performance of that party, of the same or of any other
objection of performance incumbent upon that party. Failure on the part of either party to
complain of any act or failure to act on the part of the other party in default, irrespective of how
long the failure continues, shall not constitute a waiver by that party of its rights and any
remedies that exist under this Agreement, at law, or in equity.
17. Construction of Agreement. This Agreement shall not be construed against either party
on the basis of it being the drafter of the Agreement. The Parties agree that both herein played an
equal part in negotiating the terms and conditions of this Agreement. Captions and Paragraph
headings in this Agreement are provided for convenience only and shall not be deemed to
explain, modify, amplify or aid in the interpretation, construction or meaning of the Agreement.
18. Public Records. The Developer shall allow public access to all documents, papers, letters
or other materials subject to the provisions of Section 119.0701, Florida Statutes, and which have
been made or received by the Developer in conjunction with this Agreement.
19. Records and Audits. The Developer shall maintain in its place of business all books,
documents, papers and other evidence pertaining in any way to payments made pursuant to this
Agreement. Such records shall be available at the Developers' place of business at all reasonable
times during the term of this Agreement and for ten (10) years from the date of final payment
under this Agreement for audit or inspection by the City upon five (5) business day's prior
written notice.
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20. Equal Opportunity Employment. The Developer agrees that it will not discriminate and
will provide in all contracts that its contractors will not discriminate against any employee or
applicant for employment under this Agreement because of race, color, religion, sex, age or
national origin and will take affirmative steps to ensure that applicants are employed and
employees are treated during employment without regard to race, color, religion, sex, age or
national origin.
21. Authority. Each of the Parties hereto represent and warrant to each other that they have
all necessary power and authority to enter into and consummate the terms and conditions of this
Agreement and that all acts, approvals, procedures and similar matters required in order to
authorize this Agreement have been taken, obtained or followed, as the case may be, and that this
Agreement shall be valid, binding, and enforceable against the Parties, their successors and
assigns.
22. Breach. Except as provided in Section 15, in the event of a breach hereof by either party
hereto, then the other party hereto shall have all rights and remedies allowed by law, including
the right to specific performance of the provisions hereof.
23. Amendment. This Agreement may only be amended by an instrument in writing executed
by the Parties hereto or their successors or assigns in interest.
24. Severability. If any part of this Agreement is found invalid or unenforceable by any
court, such invalidity or unenforceability shall not affect the other parts of this Agreement if the
rights and obligations of the Parties contained therein are not materially prejudiced and if the
intentions of the Parties can continue to be effectuated. To that end, this Agreement is declared
severable.
25. Assignment. This Agreement and all of the rights, obligations and responsibilities
hereunder, shall not be assignable without the prior approval of such assignment by any other
party to this Agreement. It is understood and agreed by the Parties that upon such assignment,
the assignor shall be fully released from any and all obligations and responsibilities arising under
or attributable to the Agreement.
26. Disclaimer of Third Party Beneficiaries. No right or cause of action shall accrue upon or
by reason of this Agreement, to or for the benefit of any third party not a formal party hereto,
except any successors in interest of the Developer or the City.
27. Governing Law. This Agreement shall be governed by and construed in accordance with
laws of the State of Florida.
28. Land Use Approvals. This Agreement shall not be construed as granting or assuring or
indicating any further grant of any land use, zoning, subdivision, density or development
approvals, permissions or rights with respect to the Development, nor shall this Agreement be
deemed to reduce eliminate, derogate from, or otherwise adversely affect any such approvals,
permissions or rights.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the Parties have made and executed this Agreement on the
respective dates under each signature: CITY through its Mayor, and DEVELOPER through its
duly authorized representative.
CITY:
Signed, sealed and delivered City of Clermont
in the presence of
cji
Print Name:170402allot By: Gail L. Ash, Mayor
AZC , This /9 day of bCC_ , , 2017.
Print Name: (or•ti�
DEVELOPER:
Signed, sealed and delivered Mattamy Orlando LLC
in the presence of
aK-14‘2") a(A)
Print Name: 11.1WTC • Kkia By: A nd'e4V A 'x-! , Vice President
, P / AAA)CA,. This day of 1to•EK3I5-� , 2017.
Print Name: (al.L,y+./ P K't WAri-1
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Exhibit A (Property and Master Plan of WaterBrooke PUD)
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Exhibit C (Proposed Location and Dimensions of Lift Station)
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Exhibit D (Cost Estimate)
EXHIBIT D - COST ESTIMATE
WATERBROOKE CAPITAL UTILITIES
November 29, 2017
1 tt sh i De ttw respons+biiy or the BADDER to perform whatever tests anct or cahvlato',as a'e necessary to dete'm"'w d.rantrtres reourM for the prformanoe of the wort.desonbed Mren
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CAPITAL UTILITY TRANSMISSION MAINS
Mattamy City of Clermont
ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL Homes Impact Fee Credit
Portion Portion
1 Mobilization 1 LS S 85,000 S 85,000 S 85,000 S -
2 Erosion&Sedimentation Control 1 LS S 10,000 S 10,000 S 10,000 S -
3 6"C900 DR18 PVC Water Main 20 LF S 25 S 500 S 500 S -
4 6"C900 DR18 PVC Force Main 58 LF S 25 S 1.450 S 1,450 S -
5 12"C900 DR18 PVC Water Main 5.775 LF 5 40 5 231,000 S 173,250 S 57,750
6 12"C900 DR18 PVC Reuse Main 4.815 LF S 40 S 192,600 S 192.600 S -
7 8"Class 350 DIP Water Main 345 LF S 30 S 10,350 S 10,350 S -
8 16"Class 350 DIP Reuse Main 3,915 LF S 65 S 254,475 S 156,600 S 97,875
9 20"Class 350 DIP Force Main 11,425 LF S 90 S 1,028,250 5 117,750 S 910.500
10 B"Gate Valve 6 EA S 2,200 S 13,200 S 13,200 S
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Exhibit I) (continued)
Mattamy City of Clermont
ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL Homes Impact Fee Credit
Portion Portion
11 12"Gate Valve 21 EA S 3,200 S 67,200 S 67,200 S -
12 16"Gate Valve 8 EA S 4,700 S 37.600 S 25,600 S 12,000
13 20"Plug Valve 10 EA 5 10,000 S 100,000 S 50,000 S 50,000
14 AirNacuum Release Valve&Vault 9 EA S 4,100 5 36.900 S 36,900 S -
15 Fire Hydrant Assembly 9 EA S 3,750 S 33,750 S 33,750 S -
16 6"Wet Tap,Sleeve&Valve 1 EA S 2.500 S 2,500 S 2,500 S -
17 8"Plug 6 EA S 300 S 1,800 S 1,800 S -
18 8"22.5'Bend 1 EA S 600 S 600 5 600 S -
19 6"45'Bend 1 EA 5 400 S 400 S 400 S -
20 12"45'Bend 4 EA S 1.200 S 4,800 S 4,800 S -
21 16"45'Bend 4 EA 5 1.900 S 7.600 S 5,600 S 2,000
22 20"45'Bend 9 EA S 3.000 S 27,000 S 19.800 S 7,200
23 20"90'Bend 1 EA 5 3.800 5 3,800 5 3,000 S 800
24 12"x 6"Tee 1 EA S 1.800 S 1,800 5 1,800 S -
25 12"x 8"Tee 1 EA S 1,900 S 1,900 S 1,900 S -
26 14"Tee 1 EA S 2,900 S 2,900 S 2.900 S -
27 16"x 8"Tee 1 EA S 2,200 S 2,200 5 2,200 S
28 12"x 8"Cross 1 EA S 2.100 S 2,100 S 2,100 5 -
29 16"x 8"Cross 1 EA S 3,300 S 3,300 S 3,300 5 -
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Exhibit D (continued)
Mattamy City of Clermont
ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL Homes Impact Fee Credit
Portion Portion
30 12"x 8"Reducer 1 EA S 900 S 900 S 900 S -
31 14"x 12"Reducer 1 EA S 1,400 S 1,400 S 1,400 5 -
32 16"x 12"Reducer 1 EA 5 1,700 5 1,700 S 1,700 S -
33 20"x 16"Reducer 1 EA S 2,600 S 2,600 S 2.600 S -
34 30"x 20"Reducer 1 EA S 5,800 S 5,800 5 5.800 S -
35 AWWP C-901 Service Lateral 2 EA S 400 S 800 S 800 S -
36 Temporary Jumper Connection 2 EA S 1,500 S 3.000 S 3,000 S -
37 Existing 16"Force Main to be Removed 455 LF S 20 S 9,100 S 9,100 S -
38 Existing 24"Reuse Main to be Removed 460 LF S 20 S 9,200 S 9,200 S -
39 Tree Removal 1 LS 5 5.000 S 5,000 S 5,000 5 -
40 Testing I LS S 6,000 S 6,000 S 6.000 5 -
41 Restoration 1 LS S 5.000 S 5.000 S 5.000 S
SUBTOTAL-UTILITY MAINS S 2.215.475 5 1.077.350 5 1.138.125
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Exhibit D (continued)
CAPITAL LIFT STATION
ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL Mattamy City of Clermont
Homes Impact Fee Credit
1 Mobilization 1 LS $ 40,000 S 40,000 S 40,000 S -
2 Erosion&Sedimentation Control 1 LS S 5.000 S 5,000 S 5,000 S -
3 Site Grading 1 LS S 15,000 S 15,000 S 15,000 S -
4 Dewatering 1 LS $ 20,000 S 20,000 S 20,000 S -
5 Wet Well 1 LS $ 90,000 S 90,000 S 60,000 S 30,000
6 valve Vault 1 LS S 15,000 S 15,000 S 15,000 S -
7 6'Manhole 1 LS S 20,000 S 20,000 S - S 20.000
8 Submersible Pumps,Appurtenances(Base, 1 LS S 350,000 $ 350,000 S 145,000 S 205,000
Rails,etc.),Control Panel,Hatches
9 Piping,valves&Fittings 1 LS S 25,000 S 25.000 $ 10,000 S 15,000
10 Electncal,Controls&Auxiliary Generator 1 LS $ 384,000 S 384,000 S 99.000 S 285,000
11 8"L merock Base(Prop.Access Road) 4,280 SY $ 6 S 23,540 S 8,540 S 15,000
12 12"Subbase(Prop.Access Road) 4,280 SY $ 11 S 44,940 S 14,940 S 30,000
13 Testing 1 LS S 2.000 S 2.000 S 2,000 S -
SUBTOTAL-LIFT STATION S 1,034.480 S 434,480 S 600.000
SUBTOTAL $3,249,955 $ 1.511.830 $ 1.738.125
15%b Contingency
(Mattamy Homes Only) $ 226.775 S 226.775 S
5%Contingency S 86,906 S - S 86,906
(City of Clermont Only)
Engineering Design S 294.180 S 294,180 S •
Permitting $ 2.304 S 2,304 S -
TOTAL S 3,860,120 S 2.035,088 S 1.825.031
NOTES
1. COSTS DO NOT INCLUDE ENVIRONMENTAL OR WETLAND IMPACT ASSESSMENT OR MITIGATION.
2. COSTS DO NOT INCLUDE PERCURMENT OF EASEMENTS,RIGHTS-OF-WAY OR PROPERTIES OFFSITE OF THE
WATERBROOKE PUD.
3. COSTS DO NOT INCLUDE RELOCATION OF EXISTING UTILITIES(CABLE.GAS,ELECTRIC,PHONE.ETC ).
4. ANY OPINION OF THE CONSTRUCTION COST PREPARED BY BESH REPRESENTS ITS JUDGEMENT AS A DESIGN
PROFESSIONAL AND IS SUPPLIED FOR THE GENERAL GUIDANCE OF THE CLIENT. SINCE BESH HAS NO
CONTROL OVER THE COST OF LABOR AND MATERIAL OR OVER COMPETITIVE BIDDING OR MARKET
CONDITIONS, BESH DOES NOT GUARANTEE THE ACCURACY OF SUCH OPINIONS AS COMPARED TO
CONTRACTOR BIDS OR ACTUAL COST TO THE CLIENT.
13
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