HomeMy WebLinkAbout1184-Infrastructure Agreement - White Cedar Estates LLLCCon
WHITE CEDAR ESTATES, LLC /CITY OF SANFORD
JOINT FACILITATION OF PUBLIC INFRASTRUCTURE AGREEMENT
PERTAINING TO A PORTION
OF NORTH WHITE CEDAR ROAD
THIS JOINT FACILITATION OF PUBLIC INFRASTRUCTURE AGREEMENT is
made and entered into on the Effective Date described below, between WHITE CEDAR
ESTATES, LLC, a Florida Limited Liability Company, whose address is 1053 Maitland
Center Commons Boulevard, Second Floor, Maitland, Florida 32751, hereinafter
referred to as the "DEVELOPER ", and the CITY OF SANFORD, whose address is 300
North Park Avenue, Sanford, Florida 32771, hereinafter referred to as "CITY ".
WI TNESSETH:
WHEREAS, the DEVELOPER is or will be the owner of property located in an
area proximate to North White Cedar Road; and
WHEREAS, the CITY has assumed jurisdiction over North White Cedar Road,
former Seminole County roads, pursuant to an interlocal /intergovernmental agreement
with Seminole County, approved by the Board of County Commissioners on October
12, 2004, and other implementing actions all taken in accordance with the provisions of
Chapter 334, Florida Statutes; and
WHEREAS, the CITY has a great interest in developing the North White Cedar
Road as an economic development center and a potential alternative transportation
corridor to the current United States Highway 17/92 corridor thereby, potentially,
providing for alternative uses of the United States Highway 17/92 corridor as it
meanders along the shores of Lake Monroe; and
WHEREAS, the DEVELOPER desires to develop its properties in a way that
uses the transportation facilities in the most effective and advantageous manner; and
WHEREAS, to effectuate those goals and objectives the DEVELOPER desires
to make certain road improvements to transportation infrastructure and facilities, all of
North White Cedar Road with the exception of the northernmost six hundred feet (600')
of North White Cedar Road (running from State Road 46 northerly on North White
Cedar Road which roadway is under construction as a part of the Church Street
improvement project), in accordance with approved right -of -way maps and plans and
construction plans developed to CITY standards and requirements and as approved by
the CITY (hereinafter referred to as the "Road Improvements "); and
WHEREAS, the DEVELOPER will connect North White Cedar Road with the
newly constructed Church Street; and
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WHEREAS, the CITY desires to improve the transportation system in the CITY
and in areas that provide economic benefits to the CITY and to thereby benefit the
citizens of the CITY; and
WHEREAS, the DEVELOPER presently holds or will hold fee simple title to
properties located in the City of Sanford, Florida, and Seminole County said properties
being more particularly described in Exhibit "A," attached hereto and by this reference
made a part hereof (the "Properties "); and
WHEREAS, the Developer intends upon developing its Properties in accordance
with the proposed Master Plan attached hereto as Exhibit 'B "; and
WHEREAS, the DEVELOPER desires to facilitate the orderly and high quality
development of its properties in compliance with the laws and regulations of the CITY
and all other governmental authorities with jurisdiction over its properties and the
development of public infrastructure will facilitate the development of the
DEVELOPER'S property in a high quality manner; and
WHEREAS, the CITY has determined that the terms and conditions of this
Agreement are in the best interests of the public health, safety and welfare of the
citizens of the CITY and provide for a public benefit; and
WHEREAS, the City Commission of the CITY hereby finds and concludes that
the provisions of this Agreement are consistent with the CITY's Comprehensive Plan
and will result in the provision of enhanced traffic circulation.
NOW, THEREFORE, in consideration of the foregoing, and the premises and the
promises, covenants and agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by the
parties the DEVELOPER and CITY agree as follows:
SECTION 1. RECITALS. The recitals, set forth above, are true and correct and
form a material part of this Agreement upon which the parties have relied.
SECTION 2. CONSTRUCTION CONTRACTS.
(A) The DEVELOPER covenants and agrees to engage in a good faith and open
competitive bidding process and procedure which shall be acceptable to the CITY in
order to obtain competitive bids for the construction of the Road Improvements within
sixty (60) days of the date of CITY approves the Developer's Master Plan and thereafter
directs the DEVELOPER to proceed with construction of the said Road Improvements
by means of the CITY issuing to the DEVELOPER a Notice to Proceed. The CITY shall
not so notify the DEVELOPER until the design is complete and approved by the CITY,
all requisite permits for the Road Improvements have been obtained, and the necessary
right -of -way is acquired. Moreover, the CITY agrees not to so notify the DEVELOPER
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until all right -of -way has been acquired for the Road Improvements except such that
may be necessary to acquire from the DEVELOPER.
(B) The DEVELOPER covenants and agrees to exercise all due diligence and to
act in good faith in seeking the lowest and best qualified bidder for constructing the
Road Improvements.
(C) The selection of a Road Improvements construction firm shall be made
only with the CITY's prior approval which shall not be unreasonably withheld or delayed
and copies of all bid documents shall be provided for the CITY's review.
(D) Within sixty (60) calendar days from the date the bids for the Road
Improvements are received by the DEVELOPER, the DEVELOPER shall use
reasonable efforts to award and enter into a construction contract, consistent with the
terms of this Agreement, with the qualified road construction company whose bid is the
lowest and best acceptable bid. The construction contract shall be awarded not more
than one hundred twenty (120) days from the date of the Notice to Proceed. The
construction documents shall require the Road Improvements contractor to complete,
the project within eighteen (18) months from date of Notice to Proceed with construction
which date shall be established by the CITY.
(E) The DEVELOPER shall award and enter into such other contracts for the
construction of the Road Improvements with such other contractors, subcontractors,
suppliers and professional service providers as shall be reasonably necessary to
complete the Road Improvements, all of which shall be subject to the CITY's prior
written approval which shall not be unreasonably withheld or delayed.
(F) The terms of all of said contracts and subcontracts discussed in this Section
shall provide for payment bonds, performance bonds and maintenance bonds and shall
also contain such terms, conditions and provisions and contract sums as are reason-
ably and mutually satisfactory to the DEVELOPER and the CITY; provided, however,
that the contract for the Road Improvements construction and all other contracts
entered into by the DEVELOPER to accomplish the purposes of this Agreement shall
contain the following terms in language acceptable to the CITY:
(1) The Road Improvements contractor shall covenant not to place any
lien of whatsoever type or nature on any property owned by the CITY and shall include
similar provisions of prohibition in each subcontract.
(2) The Road Improvements contractor shall furnish payment bonds
and performance bonds each in an amount of not less than one hundred and ten
percent (110 %) of the construction contract, naming the DEVELOPER and the CITY as
equal co- insured, but with the CITY and DEVELOPER each having the unilateral right
to call and make demand upon said bonds.
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(3) The Road Improvements contractor shall furnish a maintenance,
materials and workmanship bond in an amount of not less than twenty percent (20 %) of
the construction contract or any other form of contract fully guaranteeing maintenance
and repair of the Road Improvements and any other related work for a period of not
less than three (3) years after issuance of the Certificates of Completion and
guaranteeing the materials and workmanship used in the construction of the Road
Improvements and any other related work against defects for the same period. The
CITY and DEVELOPER each shall have the unilateral right to call and make demand
upon said bond. Nothing herein shall relieve the DEVELOPER from such bonds as
they are required to furnish pursuant to the Land Development Code of the City of
Sanford.
(4) All requests for payment for labor, materials or services used in the
construction or other work shall be submitted on forms approved by the CITY.
(5) The City shall have the authority to perform, as it deems
appropriate and desirable, construction inspections and instructions to the Road
Improvements contractor in order to ensure performance and in accordance with the
standards of the CITY.
(6) A retainage of not less than ten percent (10 %) shall be provided for
and enforced, unless specifically approved by CITY.
(7) Coverage of both the CITY and DEVELOPER by means of
warranties, guarantees, liabilities, indemnifications, covenants, bonds and insurances
that are acceptable to the CITY and typically run to a party to a road improvement
construction contract. Said warranties, guarantees, liabilities, indemnifications,
covenants, bonds and insurances being in a form, in an amount and with a scope
satisfactory to the CITY. The CITY shall be deemed a third party beneficiary to the
contract.
(8) Providing that, in the event of default or breach by the
DEVELOPER or the DEVELOPER'S inability to perform, the CITY may assume the
contractual position of the DEVELOPER and exercise all rights and privileges under the
said contract and upon request by the CITY the DEVELOPER shall cause all of the said
rights and privileges to be assigned to the CITY.
(9) Such other terms and conditions as the CITY may reasonably
require.
(G) As a condition precedent to the CITY's obligations hereunder, the
DEVELOPER shall deliver to the CITY for the CITY's prior review and approval any and
all plans, specifications, drawings, financial and cost projections, construction and other
contracts and corresponding prices prepared for the DEVELOPER regarding the Road
Improvements to be constructed. The CITY's approval shall not be unreasonably
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withheld provided said plans, specifications, drawings, financial and cost projections,
construction and other contracts and corresponding prices are accomplished in
accordance with generally accepted engineering standards. Under absolutely no
circumstances shall the review by the CITY impose on or upon the CITY any liability
whatsoever to the DEVELOPER or any other person for faulty design or construction of
the Road Improvements. It is acknowledged by the parties that the CITY's review
contemplated in this Section is only and solely for the benefit of the CITY and for the
purposes of determining the operational acceptability of the Road Improvements and
for no other purpose whatsoever. Nothing in this Section shall relieve the DEVELOPER
of its obligations under applicable CITY regulations and procedures except as may be
specifically provided herein.
SECTION 3. PROJECT BUDGET - ANTICIPATED COSTS.
(1) This Agreement has been entered into by the parties based on certain
estimates regarding the cost of accomplishing the Road Improvements set
forth herein. The construction is estimated to cost the DEVELOPER the sum
of One Million Two Hundred Thirty Thousand Two and 00/100 dollars
($1,230,002.00). The DEVELOPER agrees to contribute $1,140,002.00 of
the $1,230,002.00 and the CITY agrees to contribute $90,000.00 of the
estimated $1,230,002.00. The amount to be contributed by the CITY shall
not be adjusted upwards or downwards regardless of the actual cost of the
Road Improvements.
(2) The CITY may elect to have the DEVELOPER install a drainage pipe or
drainage culvert along the East side of North White Cedar Road for the entire
length of White Cedar Road being constructed by the DEVELOPER, thereby
covering the existing open drainage ditch that presently exists on the East
side of North White Cedar Road. The CITY agrees to contribute to the cost
of installing and burying the aforesaid drainage pipe. The estimated cost of
installing and burying the drainage pipe is Seven Hundred Sixty Four
Thousand Three Hundred and 00/100 dollars ($764,300.00). The CITY
agrees to pay the costs of installing and burying the aforesaid drainage pipe
provided, however, that the cost of installing the drainage pipe and burying
the drainage pipe shall not exceed $764,300.00. If the cost of installing and
burying the drainage pipe exceeds $764,300.00, the DEVELOPER agrees to
pay the costs associated with this work exceeding the $764,300.00. If the
costs of installing and burying the pipe are less than $764,300.00, the CITY
will only contribute the actual costs of this work.
SECTION 4. DEVELOPER DUTIES DURING CONSTRUCTION. In addition to
all other covenants, obligations, duties and responsibilities set forth herein, during the
course of this Agreement the DEVELOPER shall:
(A) Administer and supervise, in conjunction and in cooperation with the
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CITY, all construction or construction related contracts to accomplish construction of
the Road Improvements in accordance with the plans and contract documents;
provided, however, that such efforts shall be coordinated with the City of Sanford
Engineer to the extent reasonably practicable. The DEVELOPER shall, at the CITY's
request, participate in public hearings or forums relating to the implementation of this
Agreement, the Road Improvements or related matters.
(B) Review and approve all payment requests submitted for labor, materials
or services used in the construction of the Road Improvements and provide copies of
same to the CITY within seven (7) calendar days after receipt of same.
(C) Obtain any and all necessary lien waivers or releases in connection with
payment requests or disbursements.
(D) Furnish a full and final accounting of all construction costs and
disbursements in accordance with generally accepted accounting principles.
(E) Obtain any and all local, regional, State and Federal permits necessary for
the Road Improvements.
(F) Obtain "as built" surveys by a Florida licensed land surveyor for the Road
Improvements.
(G) Make all timely and proper payments of accurate and payable valid
invoices received from any and all contractors or subcontractors.
(H) Schedule and request inspections of the construction of Road
Improvements when and as required by the CITY or as otherwise may be required.
(1) Convey to the CITY ownership of and clear title in those portions of roads
constructed pursuant to this Agreement by means of instruments of conveyance
acceptable to the CITY; provided, however, that at no time shall the DEVELOPER be
deemed to have any right, title or interest in CITY rights of way or the improvements or
infrastructure thereon, except as set forth herein.
(J) At the option of the DEVELOPER, either (1) maintain an account at a
financial institution acceptable to the CITY in an amount sufficient to cover all
DEVELOPER costs and expenses and earmarked for said purpose or, in the
alternative, or (ii) cause a letter of credit to be issued in favor of the CITY guaranteeing
that the DEVELOPER share of the construction costs shall be paid.
(K) Dedicate to the CITY such rights -of -way that the DEVELOPER may own
that is necessary to accomplish the Road Improvements. Provided, however, the right -
of -way shall not exceed a sixty (60) foot right -of -way to be constructed and the total
dedication shall not exceed an eighty (80) foot right -of -way, one -half of which shall
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come from property owners on the West side of North White Cedar Road and one -half
of which shall come from the property owners on the East side of North White Cedar
Road.
SECTION 5. CITY DUTIES. During the course of this Agreement CITY shall:
(A) Periodically inspect the Road Improvements within a time period
practicable to the CITY after a request by the DEVELOPER for inspection.
(B) Expeditiously review and act upon any permit applications submitted to
the CITY for the construction of the Road Improvements in accordance with standard
CITY procedures.
(C) Review copies of payment requests and disbursement records delivered
by the DEVELOPER to the CITY and notify the DEVELOPER within five (5) business
days of any objections to same.
(D) Issue a Certificate of Completion for the Road Improvements after a
satisfactory inspection and satisfactory corrections, if necessary.
(E) Consider any applications for transportation impact fees under the
existing codes and ordinances of the CITY as may be permitted under said codes and
ordinances.
SECTION 6. Reserved.
SECTION 7. REASONABLE APPROVAL. In those instances in this Agreement
in which a party's approval, consent or satisfaction is required, then it shall be implied
that such action shall be exercised in a reasonable manner and within a reasonable
time frame.
SECTION 8. REMEDIES. Each party shall have any and all remedies as
permitted by law; provided, however, that the parties agree to provide for positive
dialogue and communications if disputes or disagreements arise as to the interpretation
or implementation of this Agreement.
SECTION 9. TIME IS OF THE ESSENCE. Time is of the essence of the
lawful performance of the duties and obligations contained in this Agreement. The
parties covenant and agree that they shall diligently and expeditiously pursue their
respective obligations set forth in this Agreement. The CITY may establish a time by
which the Road Improvements will be accomplished and operational and should such
time requirement not be met, the CITY may terminate this Agreement and proceed, or
not proceed, as the CITY deems appropriate in its sole discretion.
SECTION 10. HEADINGS. All sections and descriptive headings in this
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Agreement are inserted for convenience only, and shall not affect the construction or
interpretation hereof.
SECTION 11. FORCE MAJEURE. No party shall be considered in default in
performance of its obligations hereunder to the extent that performance of such
obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure
shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic,
fire, flood, wind, earthquake, terrorism, hurricane, explosion, any law, proclamation,
regulation, or ordinance or other act of government, or any act of God or any cause
whether of the same or different nature, existing or future; provided that the cause
whether or not enumerated in this Section is beyond the control and without the fault or
negligence of the party seeking relief under this Section.
SECTION 12. OPERATION OF ROADS. From and after the date of transfer of
the Road Improvements to the CITY, the CITY shall be responsible for operation of that
portion of the road in accordance with the provisions of Chapter 334, Florida Statutes.
SECTION 13. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the successors in interest, transferees and assigns of the parties.
Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it. The signatories hereof represent that
they have the requisite and legal authority to execute this Agreement and bind the
respective parties herein.
SECTION 14. ASSIGNMENT. This Agreement shall not be assigned by either
party without the prior written approval of the other.
SECTION 15. EXHIBITS All exhibits to this Agreement shall be deemed to be
incorporated into this Agreement as if fully set forth verbatim into the body of the
Agreement.
SECTION 16. PUBLIC RECORDS. The DEVELOPER shall allow public access
to all documents, papers, letters or other materials subject to the provisions of Chapter
119, Florida Statutes, and which have been made or received by the DEVELOPER in
conjunction with this Agreement.
SECTION 17. RECORDS AND AUDITS.
(A) The DEVELOPER shall maintain in their place of business all books,
documents, papers and other evidences pertaining to work performed under this
Agreement.
(B) Such records shall be available to the CITY at any time that the CITY may
request inspection and copying of the said records.
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SECTION 18. EQUAL OPPORTUNITY EMPLOYMENT. The DEVELOPER
agree that they will not discriminate against any employee or applicant for employment
for work relating to the services provided under this Agreement because of race, color,
religion, sex, age, national origin or disability and will take affirmative steps to insure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demoting or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms of
compensation; and selection for training, including apprenticeship. The DEVELOPER
shall not engage in any form of sexual harassment, shall ensure compliance with the
Americans with Disabilities Act (ADA), and all other applicable laws, rules and
regulations. The DEVELOPER shall not knowingly employ unauthorized alien workers,
constituting a violation of the employment provisions contained in 8 United States Code
Section 1324a(e) or Section 274A(e) of the Immigration and Nationally Act (INA). The
CITY shall consider the employment by the DEVELOPER of unauthorized aliens, a
violation of Section 274A (e) of the INA. Such violation by the DEVELOPER of the
employment provisions contained in Section 274A (e) of the INA shall be grounds for
unilateral cancellation of this Agreement by the CITY. The DEVELOPER agrees to
comply with Federal, State, and local environmental, health, and safety laws and
regulations applicable to the work the services that the DEVELOPER agree to provide
under this Agreement.
SECTION 19. CONFLICT OF INTEREST. The DEVELOPER agree that it will not
commit any act that would cause or create a conflict of interest as defined by Chapter
112, Florida Statutes, to exist or occur in the performance of its obligations pursuant to
this Agreement with the CITY.
SECTION 20. COMPLIANCE WITH LAWS AND REGULATIONS. In performing
pursuant to this Agreement, the DEVELOPER shall abide by all statutes, ordinances,
rules, and regulations pertaining to, regulating the acts contemplated to be performed
herein, including those now in effect and hereafter adopted. Any violation of said
statutes, ordinances, rules or regulations shall constitute a material breach of this
Agreement, and shall entitle the CITY to terminate this Agreement immediately upon
delivery of written notice of termination to the DEVELOPER.
SECTION 21. NOTICES. Whenever either party desires to give notice unto the
other, notice may be sent to:
For the CITY: Robert S. Yehl, City Manager
City of Sanford
300 N. Park Avenue
Sanford, Florida 32771
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For the DEVELOPER: White Cedar Estates, LLC
Attention: Berry J. Walker, Jr.
1053 Maitland Center Commons Blvd., #200
Maitland, FL 32751
Either of the parties may change, by written notice as provided herein, the addresses or
persons for receipt of notices.
SECTION 22. INTERPRETATION /APPLICABLE LAWIVENUE. The laws of the
State of Florida shall govern this Agreement. Any legal action necessary arising out of
the Agreement will have its venue in Seminole County and the Agreement will be
interpreted according to the laws of Florida. No remedy herein conferred upon any
party is intended to be exclusive of any other remedy, and each and every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No single or partial exercise by any party of any right, power, or remedy
hereunder shall preclude any other further exercise thereof. Waiver of a default shall
not be deemed a waiver of any subsequent defaults. In any action brought by either
party for the enforcement of the obligations of the other party, the prevailing party shall
be entitled to recover reasonable attorney's fees and court costs. The specific
provisions of this Agreement shall prevail over the generality of the foregoing. In any
action or proceeding required to enforce or interpret the terms of this Agreement, venue
shall be in the Circuit Court in and for Seminole County, Florida.
SECTION 23. DAMAGES /INDEMNIFICATION. The DEVELOPER shall be liable
for all damages or injury to persons or property caused by its actions, errors, omissions,
neglect or mismanagement, or by the actions of any of its officers, agents and
employees while engaged in the operations herein authorized, and for any actions or
proceedings brought as a result of the this Agreement, to specifically include, but not be
limited to, anti -trust actions or proceedings. Should the CITY be sued therefore, the
DEVELOPER shall be notified of such suit and, thereupon, the DEVELOPER shall have
the duty to defend the suit. Should judgment be awarded against the CITY in any such
case, the DEVELOPER shall forthwith pay the same and relieve the CITY of any
obligations relating thereto. The DEVELOPER shall indemnify and save harmless the
CITY, its agents, officers and employees from any and all judgments recovered by
anyone for personal injury, death or property damage, or any other theory of liability
sustained by reason of any of the Developer's activities or for any actions of
proceedings brought as a result of this Agreement. The DEVELOPER shall pay all
expenses including, but not limited to, defense and legal costs and attorney's fees, in
defending against any such claim made against the CITY or any of the CITY's agents,
officers or employees. Nothing set forth in this Agreement shall be deemed or
construed as a waiver of sovereign immunity by the CITY and the CITY shall have all
rights and protections provided under Section 768.28, Florida Statues, and other
applicable law.
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SECTION 24. CONSTRUCTION OR INTERPRETATION OF THE AGREEMENT.
This Agreement is the result of bona fide arms length negotiations between the parties
and all parties have contributed substantially and materially to the preparation of the
Agreement. Accordingly, this Agreement shall not be construed or interpreted more
strictly against any one (1) party than against any other party both parties having
participated in the drafting of this Agreement. Whenever a decision is provided for
herein which is to be made by the CITY, such decision must be in writing in order to be
binding upon the CITY.
SECTION 25. ENTIRE AGREEMENT /MODIFICATION. This Agreement
constitutes the complete, integrated and entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior agreements,
arrangements, contracts or understandings, whether oral or written, between the parties
relating thereto, all of which have been integrated herein. This Agreement may not be
amended, changed, or modified and material provisions hereunder may not be waived,
except by a written document, of equal dignity herewith and signed by all parties to this
Agreement.
SECTION 26. THIRD PARTY BENEFICIARIES. The CITY shall not be liable to
any person, firm or corporation who contracts with or provides goods or services to the
DEVELOPER in connection with services provided by the DEVELOPER to the CITY;
and there is no contractual relationship, either expressed or implied, between the CITY
and any other person, firm, or corporation supplying any work, labor, services, goods or
materials to the DEVELOPER as a result of its services to the CITY hereunder. This
Agreement is solely for the benefit of the formal parties to this Agreement, and no right
or cause of action shall accrue by reason hereof to or for the benefit of any other third
party not a formal party hereto. Nothing in this Agreement, expressed or implied, is
intended or shall be construed to confer upon or give any person or entity any right,
remedy or claim under or by reason of this Agreement or any provisions or conditions
hereof, other than the parties hereto and their respective representatives, successors
and assigns as set forth herein.
SECTION 27. FUNDING OBLIGATIONS. Notwithstanding anything to the
contrary stated elsewhere in this Agreement, the CITY shall have no obligation to fund
any part or parts of the services provided for herein by means of a pledge of revenues
contrary to the provisions of the Constitution of the State of Florida. There are no
implied funding obligations of the CITY except as specifically set forth herein.
SECTION 28. EFFECT OF CHANGE IN LAWS. If State or Federal laws are
enacted after execution of this Agreement that are applicable to and preclude the
parties' compliance with the terms of this Agreement, this Agreement shall be modified
or revoked as is necessary to comply with the relevant State or Federal laws.
SECTION 29. ATTORNEYS FEES AND COSTS In the event of any action to
enforce the terms of this Agreement, the prevailing party shall be entitled to recover
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reasonable attorneys' fees, paralegals' fees, and costs incurred, whether the same be
incurred in pre - litigation negotiation, litigation at the trial level, or upon appeal.
SECTION 30. SEVERABILITY. If any one (1) or more of the covenants or
provisions of this Agreement shall be held to be contrary to any express provision of law
or contrary to the policy of express law, though not expressly prohibited, or against
public policy, or shall, for any reason whatsoever, be held invalid, then such covenants
or provisions shall be null and void, shall be deemed separable form the remaining
covenants or provisions of this Agreement, and shall, in no way, affect the validity of the
remaining covenants or provisions of this Agreement.
SECTION 31. EFFECTIVE DATE. This Agreement shall take effect on the date
that this Agreement is fully executed by the parties.
SECTION 32. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
stated below their signature.
ATTEST.
Janet R. Dougherty, Uty Clerlig
ATTEST.
1
Reliecca Woodward
THE CITY OF SANFORD, FLORIDA
J
Linda Ku n, Mayor
September 24
Date: , 2007
WHITE CEDAR ESTATES, LLC
Berry J. Walker, Jr., Manager
Date: August 21, 2007
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