2499 Basundhara Investments - Sewer System Facility AgreementS
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Basundhara Investments, LLC/City Of Sanford
Sewer System Facility Agreement
This Agreement is made and entered into the last signature date below, by and
between the City of Sanford, a municipality of the State of Florida, whose principal and
mailing address is 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred
to as "City," and Basundhara Investments, LLC., a Florida limited liability company, whose
principal and mailing address is 440 Via Tuscany Loop, Lake Mary, Florida 32746,
hereinafter referred to as "Owner".
Witnesseth:
Whereas, the Owner is also in the process of projects in the 2600 block of
Princeton Avenue within the City Limits of the City; and
Whereas, the City and the Owner desire to extend sewer service to the lots
being developed on Princeton Avenue by the Owner and proximate properties which
extension includes installation of the service line, manhole and taps; and
Whereas, the installation of sewer service to the area will preclude the
installation of onsite sewage treatment and disposal systems (septic tanks); and
Whereas, Florida law encourages the City to develop an onsite sewage
treatment and disposal system remediation plan under certain conditions and
circumstances; and
Whereas, as a result of the State of Florida's high water table, septic systems
are often placed too close to groundwater and heavy rains can force the ground water up,
into the tanks and out into rivers, along with all of the contaminants that the septic systems
were supposed to gradually remove from the wastewater; and
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Whereas, wastewater carries pathogens, nutrients (nitrogen and phosphorus),
and trace organic chemicals that may be harmful to human health and ecosystem
functioning and the proper treatment of wastewater is crucial and , while septic systems
can be one means of wastewater treatment, there are some special considerations for
their use in Florida because of unique geography and sandy soils; and
Whereas, following a storm, a septic tank system may not be functioning
properly and a septic system with any type of dosing pump, aerator or grinder pump will
not function properly without electricity; and
Whereas, the City has procured a vendor Cathcart Construction Company -
Florida, LLC under a piggyback contract upon a City of Altamonte Springs agreement
which City contract is entitled "Cathcart Construction Company - Florida, LLC, Piggyback
Contract (PBA 22/23-241) For Potable Water, Sanitary Sewer, Reclaimed Water And
Stormwater Infrastructure Facilities With Site Restoration Services"; and
Whereas, in order to maximize the public interest and health, safety and welfare
in conjunction with the development of the Princeton Avenue area, Cathcart Construction
Company - Florida, LLC has proposed to perform sewer line installation construction
services for the Princeton Avenue area in the sum of $96,176.00; and
Whereas, the City has agreed to contribute $48,088.00 (the "City's Cash
Contribution") to the cost of the work with the remaining $48,088.00 being funded by the
Owner; and
Whereas, the parties hereto desire to enter into this Agreement for the
extension of sewer lines in the Princeton Avenue area and the payment for the work
relating thereto; and
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Whereas, the City Commission of the City of Sanford has found this Agreement
to be in the public interest and serve a public purpose.
Now, Therefore, in consideration of the premises, the parties' mutual covenants
and agreements set forth in 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. Deposit of Funds By Owner; Escrow; Use of Funds.
(a). Within 10 days of the full execution of this Agreement, the Owner shall
place the sum of $48,088.00, (hereinafter the "Owner's Contribution") into a non-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 Escrow Agent shall disburse the escrowed funds to the City as the City
incurs the cost to construct the Princeton Avenue sewer line improvements.
(c). In the event of cost overruns, the Owner shall be notified by the City to
deposit additional funds in escrow representing the Owner's one-half share of the costs
of the Princeton Avenue sewer line improvement project. Should the Owner cause any
contractual liability resulting from its failure to deposit necessary funding, as determined
by the City, the Owner shall be fully liable and responsible. No certificate of occupancy or
other development permit will be issued for any property of the Owner, or transferred by
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the Owner, until the Owner has fully paid all costs related to the Princeton Avenue sewer
line improvement project. The payment of these costs shall not exempt the Owner from
the payment of impact fees or any other utility fees normatively charged or assessed by
the City, as determined by the City.
(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 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). 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.
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Section 3. City's Obligation.
(a). The City shall initially provide funding in the amount of $48,088.00 for the
Princeton Avenue sewer line improvement project.
(b). In the event of cost overruns, the City will pay additional funding to provide
its one-half share of the costs of the Princeton Avenue sewer line improvement project
upon the Owner making payment for its costs.
Section 4. 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 and all of which the Owner recognizes are lawful exactions under
controlling law.
Section 5. 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.
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Section 6. City's Liability. Notwithstanding everything contained herein to
the contrary, the Owner understands and agrees that the obligations of the City including,
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 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.
Section 10. Force Majeure. The City shall not 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.
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Section 11. 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 12. Exhibits. All exhibits, if any, to this Agreement are hereby
incorporated into this Agreement by this reference thereto. The parties shall rely upon
documents in the files of the City as the controlling documents relating to the
implementation, interpretation and application of this Agreement.
Section 13. 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 14. 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 15. 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,
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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 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 16. 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.
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Section 17. Notices.
(a). Whenever either party desires to give notice unto the other, notice may be
sent to:
For the City: Norton N. Bonaparte, Jr., ICMA-CM
City Manager
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
With a copy to:
Bill Marcous
Utility Support Services Manager
Public Works & Utilities
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
For the Owner: Basundhara Investments, LLC.
Attention: Jahan Chowdhury
440 Via Tuscany Loop
Lake Mary, Florida 32746
For the Escrow Agent: William L. Colbert
Stenstrom, McIntosh, Colbert & Whigham, P.A.
300 International Parkway
Suite 100
Lake Mary, Florida 32746
(b). A party may change, by written notice as provided herein, the addresses
or persons for receipt of notices.
Section 18. Interpretation/Applicable Law/Venue. 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
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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
interpret the terms of this Agreement, venue shall be in the Circuit Court in and for
Seminole County, Florida.
Section 19. 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 20. 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
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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 21. 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
the parties hereto and their respective representatives, successors and assigns as set
forth herein.
Section 22. 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 23. 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.
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Section 24. 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 25. Severability. If any 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 26. 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, 2023, and the Owner signing by and
through its duly authorized officers of the company having the full and complete authority
to execute same.
SIGNATURE BLOCKS FOLLOW:
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Attest.
(Aug 2, 2023 13:49 EDT)
Rinee Chowdhury, Manager/Member
Attest:
Basundhara Investments, LLC.
By: i, % -A ihury (Aur, 2.202313:52 EDT!
Jahan Chowdhury, Manager/Member
Date: Aug 2, 2023
City Of Sanford
_ By:
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Traci Houchin,MMC, FCRM Ft W uff
City Clerk , o = Wayor
Date'
For the use and reliance of the City of Acceptance of Escrow Agent:
Sanford only. Approved as to form
and legal sufficiency.
illiam L. Colbert
City Attorney
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illiam L. Colbert
Stenstrom, McIntosh, Colbert &
Whigham, P.A.
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fst 181% FLORIDA Item No.
CITY COMMISSION MEMORANDUM 23.141
AUGUST 144, 2023 AGENDA
To: Honorable Mayor and Members of the City Commission
PREPARED BY: William Marcous, Utility Manager
SUBMITTED BY: Norton N. Bonaparte, Jr., ICMA-CM, City Manager
SUBJECT: Sewer System Facility Agreement; Basundhara �I,� estments, LLC;
Princeton Avenue; Resolution No. 2023-3152$48,088 Expenditure
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approve Resolution No. 3152, relating to the Sewer System Facility Agreement with Basundhara
Investments, LLC. This agreement is needed sewer service extensions in the 2600 block of
Princeton Avenue, including installation of the service line, manhole and taps, along with the
installation of sewer service to the area is proposed.
FISCAL/STAFFING STATEMENT:
Section 102-213 (c) of the City Code requires that, if the City Manager determines that a sewer,
water or drainage system extension project is to be constructed by the City in whole or in part at
City expense, a description of the scope and purpose of the proposed extension, the estimated cost
thereof, and an analysis of project feasibility, including the basis upon which construction with
City funds is recommended to must be submitted to the City Commission for approval by
resolution. Further, that provision states that, upon approval by the City Commission, the City
Manager shall proceed with the project only after the funds, if any, to be contributed by one or
more property owners benefiting from the project have been paid to the City. Contributions by
property owners are subject to the provisions of Subsection (b) of that Section which relates to a
special trust account being created.
The projected project costs for the proposed project are with the City paying $48,088 and the
developer paying $48,088. Funds are budgeted in various Public Works/Utility Department
accounts.
BACKGROUND:
Florida law encourages the City to develop an onsite sewage treatment and disposal system
remediation plan under certain conditions or circumstances as a result of the fact that Florida's
high-water table can cause septic systems (on site wastewater systems) being placed too close to
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groundwater resulting in heavy rains forcing groundwater up into the tanks and out into rivers
along with other contaminants that a septic system is designed to gradually remove from
wastewater. As wastewater carries pathogens, nutrients (nitrogen and phosphorus), and trace
organic chemicals that may be harmful to human health and ecosystem functioning and the proper
treatment of wastewater is crucial and, while septic systems can be one means of wastewater
treatment, there are some special considerations for their use in Florida
The proposed action maximizes the public interest and health, safety and welfare in conjunction
with the development of the Princeton Avenue area.
The City has previously engaged Cathcart Construction Company — Florida, LLC on projects for
potable water, sanitary sewer, reclaimed water and stormwater infrastructure facilities with site
restoration services It is estimated that there is a cost of $96,176 and it is proposed that the City
pay half of those costs.
The developer, Basundhara Investments, LLC, is a Florida limited liability company whose
managers/members are Rinee Chowdhury and Jahan Chowdhury.
The approval of Resolution No. 2023-3152, has the effect of determining compliance with the
requirements of Section 102-213 (c) of the City Code, approve the agreement with the developer
and approve the procurement of work by Cathcart Construction Company — Florida, LLC.
LEGAL REVIEW:
The Assistant City Attorney has participated in the preparation of this agenda item and provided
comments to City staff.
RECOMMENDATION:
City staff recommends that the City Commission approve Resolution No. 2023-35152 and the
agreement with the developer.
SUGGESTED MOTION:
"I move to approve Resolution No. 2023-3152 and the agreement, as proposed."
Attachments: (1). Resolution No. 2023-3152.
(2). Agreement with developer -
(3). Cathcart PBA 22/23-241 and cost proposal.
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