1863 Safari Investments LLC Reclmd Water FacilityTO: City Clerk's Office
RE: Safarai Investments, LLC Sanford Reclaimed Water System Facility
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
❑
❑
Final Plat (original mylars)
❑
❑
Letter of Credit
❑
❑
Maintenance Bond
❑
Ordinance
❑
❑
Performance Bond
❑
Resolution
El
Once completed, please:
❑ Return
❑ Return copy
Special Instructions:
Safe keeping for Bill Marcous!
Mayor's signature
Recording
Rendering
Safe keeping (Vault)
11/7/17
Date
MAILING ADDRESS
CITY OF SANFORD
POST OFFICE BOX 1788
SANFORD, FLORIDA 32772-1788
0
PHYSICAL ADDRESS
CITY HALL
300 NORTH PARK AVENUE
SANFORD, FLORiDA32771-1244
0
TELEPHONE
407.888.5100
FACSIMILE
407.688.5114
WEBSITE
VWVVV.SANFORDFL.GOV
0
CITY COMMISSION
JEFF TRIPLETT
MAYOR
ART WOODRUFF
DISTRICT 1
DR. VELMA H. WILLIAMS
DISTRICT 2, VICE MAYOR
PATRICK AUSTIN
DISTRICT
PATTY MAHANY
DISTRICT
CITY MANAGER
NORTON N. BONAPARTE, JR.
UTILITY DEPARTMENT
September 26, 2017
Safari Investments, LLC
6454 Beach Boulevard
Jacksonville, FL 32216
To Whom It May Concern:
Enclosed, please find two (2) executed Safarai Investments, LLC/City of
Sanford Reclaimed Water System Facility Agreements for your signature.
Please return one fully executed and return to:
City of Sanford
Utility Department
Attn: William Marcous
PO Box 1788
Sanford, FL 32772
Should you have any questions please Cal 407.688.5105.
Sincerely,��1
William Marcous
Utility Support Manager
74 71&a4 &V
9
SAFARI INVESTMENTS, LLC/CITY OF SANFORD
SECOND RECLAIMED WATER SYSTEM FACILITY AGREEMENT
THIS AGREEMENT is made and entered into this A day of 14"-Y7, by
and between the City of Sanford, a municipality of the State of Florida, whose address is
V
300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "City," and
Safari Investments, LLC, a Florida limited liability corporation, whose address is 225 S.
Westmonte Drive Suite 2040, Altamonte Springs, FL 32714, hereinafter referred to as the
"Owner".
WITNESSETH:
WHEREAS, on December 11, 2013 the City previously entered an agreement
entitled "Serengeti Investments, LLC/City Of Sanford Reclaimed Water System Facility
Agreement" which was successfully implemented, and
WHEREAS, the parties desire to further joint efforts between the City and
developers, and
WHEREAS, the Owner owns certain real property in Seminole County, Florida,
hereinafter referred to as "the Property," as described in Exhibit "A" attached hereto, and
WHEREAS, the Property is located within the City Limits of the City of Sanford
and a development known as the "Silvestri Estates " is being engineered and approved
for 375 single family residential units on the Property; and
WHEREAS, the Owner is also in the process of obtaining development
entitlement for a development known as the "Silvestry Development" (the "Project") which
is being planned for approval of not more than 375 single family residential units (see
Exhibit "B" attached hereto); and
1
WHEREAS, the Owner desires reclaimed water service to be provided to the
Project; and
WHEREAS, the City will not permit potable water to be used without restrictions
for irrigation and does not have any plans to extend reclaimed water lines to the Project;
".9
WHEREAS, in order to provide reclaimed water to the Project an 8" water main
is required and would need to be installed from the west side of Brisson Avenue to the
entrance of Silvestry Estates which results in a line extension of approximately 2,884';
and
WHEREAS, in order to maximize the public interest in conjunction with the
development of the Project, the City desires to increase the size of the reclaimed water
main from 8" diameter pipe to 12" diameter pipe and the City has agreed to pay for the
design, permitting and post design services of the new 12" reclaimed water main; and
WHEREAS, the estimated construction cost to install a 12" reclaimed water main
(the "Main") is $405,537.00 (see Exhibit "C" attached hereto) (the `Estimated Construction
Cost") plus the design, permitting and post design services cost of $50,000 for a total cost
of $455,537.00; and
WHEREAS, the City has agreed to contribute $50,000.00 (the "City's Cash
Contribution") to the Cost of the design, permitting and post design services and the
balance, after deduction for other funding received for construction of the Main as
indicated herein shall be advanced by the Owner; and
2
WHEREAS, the parties hereto desire to enter into this Agreement for the
extension of the Main and the sharing of cost associated with the design and construction
of the Main; and
WHEREAS, the St. Johns River Water Management District (hereinafter the
"SJRWMD") has agreed to contribute 33% of the actual cost of construction of the Main
but not to exceed $133,827.00 toward the construction of the reclaimed water line. After
receipt of the funds contributed by SJRWMD the estimated maximum the cost to the
Owner is $271,710.00 and to the City is $50,000.00 for a total aggregate anticipated cost
to Owner and City of $321,710.00 (the "Net Estimated Cost"); and
WHEREAS, the Owner is willing to contribute to the cost to construct an off-site
(off -Property) Reclaimed System and other appurtenant facilities to serve the Property in
return for the considerations set forth herein.
NOW, THEREFORE, in consideration of the premises, the parties' mutual
covenants and agreements, including the cost of designing, permitting, constructing,
conveying and accepting the reclaimed water facilities as herein defined, this Agreement
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:
Section 1. Recitals. The foregoing recitals and premises, as set forth in the
whereas clauses to this Agreement, are true and correct and form a material part of this
Agreement upon which the parties have relied.
Section 2. Advancement of Funds; Escrow; Use of Funds.
(a). Within 90 days of the approval of the Project by St Johns River Water
Management District and commitment of its contribution, the Owner shall place the sum
3
of $271,710.00, (hereinafter the "Owner's Contribution") into an interest bearing escrow
account, as practicable, maintained by Stenstrom, McIntosh, Colbert & Whigham, P.A.
(hereinafter the "Escrow Agent"). The Escrow Agent shall provide a receipt for such funds
detailing the scope and conditions of the agency.
(b). The escrowed funds represent the estimated total cost to construct the 12"
Main less the estimated SJRWMD's funding. The Escrow Agent shall disburse the
escrowed funds to the City as the City incurs the cost to construct the 12" Main based on
contractor invoicing less the SJRWMD funding.
(c). The City shall obtain bids from contractors for the construction of the Main
and shall be entitled to award the contract for the construction of the Main to the lowest
responsive and responsible bidder, which it shall determine in its sole and absolute
discretion. Should the bid from the lowest responsive and responsible bidder be greater
than the Estimated Construction Cost, Owner shall deposit an amount equal to the
difference between the amount of the bid and Estimated Construction Cost with Escrow
Agent within 45 days of receipt of written notice of the bid amount and the intent to award
the construction contract. Where the bid from the lowest responsive and responsible
bidder is greater than the estimated construction cost, the award of the construction
contract will be contingent upon receiving additional funds from the Owner. Should
Owner fail to timely fund any excess amount required to construct the Main, either party
shall be entitled to terminate the Contract.
(d). Upon completion of the 12" Main and payment of all of the costs incurred
by the City, any funds remaining in escrow shall be disbursed to the Owner.
0
(d). The escrow account will be opened at a bank of the Escrow Agent's
choosing and the Escrow Agent will be the sole signatory on the account.
(e). It is recognized that the Escrow Agent also serves as the legal counsel for
the City.
(f). The Escrow Agent shall continue to hold the funds in escrow until all of the
escrowed funds have been used for the purpose described in this Agreement. The Owner
recognizes that it has no claim upon the funds, in whatever state, except as may be
specifically set forth herein and only in the manner as set forth herein.
(g). The Escrow Agent shall maintain all records concerning the escrow account
for seven (7) years after full release of all of the escrowed funds for the purpose herein
expressed; provided, however, that the Escrow Agent may transmit said records to the
City Clerk of the City at its discretion.
(h). Each signatory to this Agreement is responsible for the payment of income
taxes with respect to any matter arising out of this Agreement.
(i). In the event of a dispute relative to the sums on deposit in the escrow
account, the Escrow Agent may submit such claims to resolution in a court of competent
jurisdiction and, with regard to that matter, as well as all matters relating to the duties of
the Escrow Agent under this Agreement, the Escrow Agent shall be entitled to reasonable
fees and the reimbursement of any and all costs and expenses.
Section 3. City's Obligation.
(a). So long as neither SJRWMD is not in default of its agreement to contribute
to the construction cost of the Main and Owner has funded all amounts to construct the
Main in excess of the amount contributed by SJRWMD, the City shall cause the Main to
5
be designed, permitted and constructed in such a time period that the Main is completed
in order to service the initial phase of the Project.
(b). The City shall permit the Projects to use Potable Water for irrigation
purposes, without restriction, until 60 days following completion of the Main. The Projects
shall separately meter the irrigation systems installed in the project. The Projects shall
not be obligated to pay sewer charges associated with the potable water used for irrigation
purposes as recorded by the irrigation meters.
Section 4. Efforts Relative to the SJRWMD.
(a). The Owner and the City agree to cooperate with each other so that the
necessary applications are made to the SJRWMD in an attempt to obtain the maximum
contribution allowable for the construction of the Main from the SJRWMD.
(b). The Owner shall cooperate with the City in making all applications for
contributions to the cost of the Main and City shall prepare and submit the application.
Section 5. City's Obligation with regard to Reclaimed Water Project.
(a). The cost of the Main shall be broken down into a schedule of values which
shall be agreed upon by the Owner and the City. The Schedule of Values shall serve as
the basis for payment for the work being performed. The parties agree to cooperate in
the design and construction of the Main and to obtain all contributions that are available
from the SJRWMD and other parties, as may be appropriate in the judgment of the City,
in order to reduce the cost to the City and the Owner.
(b). The City shall submit a draw request to the Escrow Agent as the work
progresses.
R
(c). The Escrow Agent, upon direction by the City in a draw request, shall
disburse the amount to the City supported by the draw request and the approved
Schedule of Values.
Section 6. City's Obligation with regard to Additional Projects.
(a). Projects in addition to the, Brisson East Development, Brisson West
Development and the Project projects may have been approved or are, or may be, in the
process of being approved by City (hereinafter the "Additional Projects"). The Additional
Projects may request or be required to tap into the Main subsequent to the date hereof.
The City shall, for a period of 5 years following completion of the Main, require, where
otherwise not prohibited by law and in such cases as are consistent with controlling law,
any Additional Project utilizing the Main to pay its proportionate fair share of the cost of
designing and constructing the Main. No certificate of completion shall be issued for any
Additional Project that taps into the Main until such time as the Additional Project pays its
proportionate fair share of the cost of the Main as determined by the City. The Additional
Projects proportionate share shall be $400.00 per lot for each lot, not to exceed an
additional 375 lots in addition to the lots to be developed in the Projects, in the community
tapping into the Main when such assessment is appropriate as stated above.
(b). As the City receives the contributions from Additional Projects, the City shall
pay to the Owner, within 60 days of receipt of the funds from such payments, the
additional contribution until such time that the Owner has received $150,000.00.
Thereafter, any contributions obtained from Additional Projects shall be retained by the
City for such uses as it deems appropriate.
7
(c). The Owner acknowledges that nothing contained herein shall compel the
City to approve the Project for residential development and that, in the event the Project
is not approved for residential development, the Owner shall not be entitled to
reimbursement from the City for any portion of funds provided to the City by the Owner
except as may be specifically provided for herein. This Agreement shall not be deemed
a development order under controlling law and relates purely to the provision of the utility
facilities as set forth herein.
Section 7. Conveyance.
The Owner shall make such conveyances of easements and other rights as may
be reasonably necessary to accomplish the work that is anticipated in this Agreement all
without cost to the City.
Section 8. Indemnification. The Owner agrees to hold harmless and
indemnify the CITY, its officials, officers, employees and agents from and against any and
all claims, losses, damages, or lawsuits for damages including, but not limited to, any and
all court costs and attorney fees arising from or related to the performance of this
Agreement. The Owner further agrees to hold harmless and indemnify the CITY, its
officials, officers, employees and agents from and against any and all claims, losses,
damages or lawsuits for damages resulting from:
(a). any misrepresentation of a material fact contained in this Agreement or the
exhibit attached hereto; or
(b). any breach of warranties made by the Owner pursuant to this Agreement.
Section 9. City's Liability. Notwithstanding everything contained herein to
the contrary, the Owner understands and agrees that the obligations of the City including,
Ri
but not limited to, the payment of costs to be made hereunder to the Owner shall not be
deemed to be or constitute a pledge of the full faith and credit of the general revenues of
the City, including, but not limited to ad valorem or non -ad valorem tax revenues of the
City.
Section 10. 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 11. 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 12. Time Is Of The Essence. Time is of the essence of the lawful
performance of the duties and obligations contained in this Agreement.
Section 13. Force Maieure. 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.
0
Section 14. 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 15. Exhibits. All exhibits to this Agreement are hereby incorporated
into this Agreement by this reference thereto.
Section 16. Public Records. The Owner shall allow public access to all
documents, papers, letters or other materials subject to the provisions of the Constitution
of the State of Florida and Chapter 119, Florida Statutes, and which have been made or
received by the Owner in conjunction with this Agreement.
Section 17. Records And Audits.
(a). The Owner shall maintain in its 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.
Section 18. Equal Opportunity Employment. The Owner agrees that it
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,
10
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 Owner 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 Owner 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
Owner of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation
by the Owner 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 Owner
agrees to comply with Federal, State, and local environmental, health, and safety laws
and regulations applicable to the work the services that the Owner agrees to provide
under this Agreement.
Section 19. Conflict Of Interests. The Owner agrees 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. Notices.
(a). Whenever either party desires to give notice unto the other, notice may be
sent to:
For the City: City Manager
City of Sanford
11
300 North Park Avenue
Sanford, Florida 32771__
For the Owner: Safari Investments, LLC
Attention: William E. Barfield, P.A.
225 S. Westmonte Drive, Suite 2040
Altamonte Springs, Florida 32714
Telephone: (407) 478-1866
Email: wbarfield@wbarfieldlaw.com
For the Escrow Agent: William L. Colbert
Stenstrom, McIntosh, Colbert & Whigham, P.A.
1001 Heathrow Park Lane
Suite 4000
Lake Mary, Florida 32746
(b). A party may change, by written notice as provided herein, the addresses
or persons for receipt of notices.
Section 21. Interpretation/Applicable LawNenue. 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
attorneys 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
12
interpret the terms of this Agreement, venue shall be in the Circuit Court in and for
Seminole County, Florida.
Section 22. Construction/Interpretation Of Agreement. This Agreement is
the result of bona fide arm's 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 23. 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 24. Third Party Beneficiaries. This Agreement is solely for the benefit of
the formal parties to this Agreement, their assigns and to the Projects, 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
13
the parties hereto and their respective representatives, successors and assigns as set
forth herein.
Section 25. 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.
Section 26. Attorneys Fees And Costs; Waiver of Jury Trial.
(a). In the event of any action to enforce the terms of this Agreement, the prevailing
party shall be entitled to recover 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.
(b). In the event any action is brought to enforce this Agreement, the action shall be
decided by a bench trial and each party hereto, for itself, its successors and assigns,
waives any rights it has to have any action decided by a jury.
Section 27. Captions. The captions used in this agreement are for
convenience only and shall not limit, enlarge or interpret the provisions of this agreement.
All personal pronouns used whether masculine or feminine or neuter gender, shall include
all other genders. The singular shall include the plural and the plural shall include the
singular unless the context shall indicate or specify to the contrary.
Section 28. 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
14
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 29. Effective Date. This Agreement shall take effect on the date that
this Agreement is fully executed by the parties.IN WITNESS WHEREOF, the parties
hereto have made and executed this Agreement on the respective dates under each
signature: the City through its City Commission taking action on the('day of July; 2017,
and the Owner signing by and through its duly authorized corporate officers having the
full and complete authority to execute same.
Attest.-
-
MohamA�'"ffer, Manager
Attest.
Cyn is Porter, City Clerk
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
William L. Colbert
City Attorney
15
Safari Investments, LLC
By:
Sadique r, ager
ager
Date: t01 tr' t a
City Of Sanford
By:
Jeff
Ma
Dal
Acceptance of Escrow Agent:
*illiarn L. Colbert
Stenstrom, McIntosh, Colbert &
Whigham, P.A.