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HomeMy WebLinkAbout2004 04 12 Regular 502 COMMISSION AGENDA ITEM 502 CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X April 12,2004 Meeting MGR ()/ IDEPT Iff Authorization REQUEST: Utility Department Requesting the City Commission Approve the Sale and Purchase Agreement for the Tuskawilla Trails Water System. . PURPOSE: The purpose of this Board item is to request City Commission approval of the Sale and Purchase Agreement for the Tuskawilla Trails Mobile Home Park water distribution system. CONSIDERA TIONS: The agenda item is needed to acquire the water distribution system and customers of the Tuskawilla Trails Mobile Home Park (MHP). Phase 1 of the MHP has 148 connections and is currently served by their own water treatment plant which has deficiencies requiring significant capital expense. The sanitary sewer service for Phase 1 is by septic tanks which is not a part of this agreement. The newly constructed Phase 2 is served by City water and sewer as covered in the developer agreement. Staff has had numerous discussions over the last several years with the owners of the Tuskawilla Trails MHP about an emergency interconnect between their water distribution system and the City's system. During the past year, DEP has mandated that repairs be effectuated to their water plant which has continued to lean. The prohibitive cost of these repairs caused the MHP owners to pursue whether the City would be interested in acquiring the water distribution system and customer base. Staffhad CPH Engineers evaluate the distribution system and prepare an assessment report. No deficiencies were noted. Staff also retained PRMG to perform a April 12,2004 Regular Agenda Item 502 Page 2 financial evaluation of the system. Generally, the value of the system is offset by the costs of the interconnection and water connection fees. Copies of the CPH arid PRMG reports are attached. The City Attorney and property owners' attorney has drafted a Sale and Purchase Agreement which is has been tentatively approved by both parties. The Agreement obligates the City to interconnect the system within 6 months of the effective date of the Agreement. The existing customers are already metered. '. ~ Water Interconect \ j / ~ ~' ~ ..--~ or ......t--~\.......,.._,-:-" "'.\ / L-.. ".- -f --l~-"'I'-:l ,'\" i \ '> (-:~" I -~'C"" 0'1 . \ .,1 cd' '; " . ,I: ,- ~ "./":,";"'" :.o.r ~"'-.~ " ~T" \ ";'<!,l ,. ,,\ :';..liJil-r:.. \--:::. -":"~::'-I'" if""""'~-",..r "'-......:_--. ." \ ~ I ~ l- _ '- --" ,... - ,r 'i ~ \ \ ~ \'"c-;: , ..............~..... 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FUNDING: No funding is needed for the approval and subsequent execution of this agreement. However, the interconnection will cost approximately $4,000. IMPLEMENTATION SCHEDULE: The closing will be scheduled after City Commission approval. ATTACHMENTS: 1. Sale and Purchase Agreement 2. PRMG Preliminary financial Evaluation 3. CPH Engineers, Inc. COMMISSION ACTION: ATTACHMENT NO.1 P~epared by and return'to: .. . Anthony A. Garganese, Esquire Brown, Salzman, Weiss & Garganese, P.A. Post Office Box 2873 . Orlando, Florida 32802-2873 (407) 425-9566 SALE AND PURCHASE AGREEMENT TUSKA WILLA TRAILS WATER SYSTEM THIS SALE AND PURCHASE AGREEMENT ("Agreement"), made and executed this day of , 2004 by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("Buyer") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and SEMINOLE PINES ASSOCIATES, LTD., a Florida limited partnership ("Seller"), whose address is 3801 Bee Ridge Road, Suite 12, Sarasota, Florida 34233, WITNESSETH: WHEREAS, Seller owns a mobile home park located within the City of Winter Springs with approximately 148 residential lots; and WHEREAS, Seller currently operates a private potable water system for the use and benefit of the residential lots within the park; and WHEREAS, Seller desires to sell the potable water system to the Buyer so that Buyer may connect its public potable water system to the park and Buyer can decommission the private system; and WHEREAS, Buyer desires to purchase Seller's private potable ~ater system and provide potable water to the residential lots located within the mobile home under the same terms and conditions that Buyer provides potable water to its existing customers and pursuant to its duly adopted rules, policies, and laws, NOW THEREFORE, the parties being fully advised and in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows: Section 1. this reference, Recitals. The foregoing recitals are hereby incorporated herein by Page 1 of9 . Section 2. '. Definitions.- 'The following words and phrases defined in this Agreement shall have the meaning herein prescribed, unless the context clearly suggests othelWise: . 2.1 "Buyer" shall mean the City of Winter Springs, Florida, a Florida municipal corporation. 2.2 "Property" shall mean the real property owned by Seller on which the Water System 'is located and legally described on the attached Exhibit "A," which is hereby fully incorporated herein by this reference. 2.3 "Seller" shall mean Seminole Pines Associates, Ltd" a Florida limited partnership. 2.4 "Water System" shall mean the private potable water distribution system owned by Seller and located on the Property including the water lines, mains, equipment, facilities, manholes, stubs and related appurtenances up to and including the individual water meters, excluding the water plant. Section 3. Sale and Purchase of Water System. Seller agrees to sell, transfer and convey to Buyer and Buyer agrees to purchase, buy and take possession from Seller the Water System and all easements required by Section 5 to service and maintain the Water System and all potable water customers located on the Property, In furtherance of said purchase, Seller agrees to execute at closing a Bill of Sale for the conveyance of the Water System. Section 4. Due Dilieence. 4.1 Upon execution of this Agreement, Buyer shall have sixty (60) days in which to exercise its right to undertake, at Buyer's expense, such physical inspections, tests and other investigations as may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of constructing said interconnect between the Water System and Buyer's public water system and for purposes of designing, permitting, and constructing said interconnect. For such purposes, Seller hereby grants to Buyer, their agents, and professionals engaged by Buyer, the right to enter upon the Property and any part thereof during this due diligence period. Any alterations or changes to the Property that are a direct result of the inspecting, testing and investigations shall be repaired and replaced by Buyer. Buyer agrees to indemnify and hold harmless Seller, to the extent permitted by law, from any liability resulting from the acts or omissions of Buyer, and their agents and professionals while conducting the due diligence set forth in this Section 4. 4.2 Seller agrees to fully cooperate with Buyer's efforts to conduct due diligence, Seller further agrees that Buyer shall have the right to inspect and/or copy any and all records maintained by Seller regarding the Water System, including, but not limited to, written correspondence, permits, "as built" drawings, plans, income and Page 2 of9 expense statements~ .balanceshe'ets,'invoices, Bills of Sale, DEP notices, pleadings, and other documentation relevant to the Water System. Section 5. Consideration for Sale and Purchase. The purchase price for the Water System and all easements shall be the sum of One Dollar ($1.00), which shall be paid in cash by the Buyer to the Seller at closing, In addition to the monetary consideration, Buyer agrees .and obligates itself to perform and permit the following at its expense and at no cost to Seller: . 5.1 Design, permit and construct the interconnection between the Buyer's potable water system and the Water System within six (6) months from the effective date of this Agreement. Buyer shall have the right to extend the completion date an additional three (3) months by providing written notice to Seller within three (3) months from the effective date of this Agreement. Any additional extensions may be granted by mutual agreement ofthe parties arid shall not be unreasonably withheld. . 5.2 Buyer shall provide Seller a full credit for the Buyer's water connection charge (impact and service availability fees) that is currently required to hook up .to Buyer's potable water system, Said connection charges, which Seller shall receive full credit for, are the only charges required by Buyer for Seller to connect to Buyer's potable water.system, 5.3 Upon completion of the construction of the interconnect set forth in Section 5.1, Buyer shall operate and maintain the Water' System as part of its public potable water system. Said operation and maintenance shall include metering and invoicing each lot separately. Section 6. Perpetual Utility Easements. 6.1 Seller agrees to fully execute and convey to Buyer a blanket Perpetual Utility Easement on, over and under the Property in a form deemed acceptable to Buyer and substantially similar to the Utility Easement attached as Exhibit "C," which is hereby fully incorporated herein by this reference. 6.2 Said easement shall allow Buyer to install the infrastructure that is necessary for Buyer to deliver potable water to the Property and to operate and maintain . the Buyer's public potable water system. Said easement shall provide for Buyer's right of entry on the Property for utility purposes, 6.3 Buyer shall prepare a legal description and sketch the easement. Said legal description and sketch shall be superimposed over a boundary survey of the Property provided said boundary survey is provided by Seller. Section 7. Customer Deposits and Application. Page 30[9 . .. 7.1" . Atclosing, Seller" shall deliver to Buyer a schedule listing all of its existing water customers, including name, address and phone number. 7.2 At closing, Seller shall diligently attempt to have its existing water customers complete and submit to Buyer a potable water application, A copy of said application is attached hereto as Exhibit "B." Section 8. Delivery of Water by Buver. The potable water service provided by Buyer under the terms and conditions of this Agreement shall meet the standards applicable to all other water customers of Buyer. Buyer assumes no responsibility or obligation to maintain a particular water quantity, pressure, quality, or service standard. In no event shall Buyer be obligated to deliver potable water to "Seller at a higher quantity, pressure, quality, or service standard than Buyer provides to its other potable water customers. Section 9. Conversion to Public Water System. The parties agree and acknowledge that the primary intent and purpose of this Agreement is to convert Seller's private potable Water System into a public potable water system which is owned and operated by Buyer. At such time Buyer completes the interconnect and begins providing potable water to the Property, Seller, at its expense, shall decommission and dismantle the private water plant and remove said plant from the Property within sixty (60) days. Section 10. Representation and Warranties of Seller. Seller hereby represents and warrants the following to and for the benefit of the Buyer: 10.1 Lith!ation. There are no actions, suits or proceedings pending against Seller with respect to the Water System or, to Seller's best knowledge, threatened against or affecting Seller with respect to the Water System or the Water System before any court or administrative body or agency having jurisdiction over Seller or the Water System. 10.2 Title to Acquired Assets. Seller has good and marketable title to the Water System, free and clear of any liens or claims. 10.3 Environmental Matters. There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation. or proceeding pending or, to the best knowledge of the Seller, threatened against Seller or relating in any way to applicable environmental, health and safety laws or regulations. 10.4 Compliance with Laws and Regulations. To Seller's best knowledge, and with respect to the Water System, Seller has not violated or failed to comply with any applicable statute, law, ordinance or regulation of any governmental agency and Seller has not received any notice asserting that such violation or failure of compliance has occurred, Page 4 of9 10.5" . Representations 'True at Closine. All representations and warranties set forth in this Agreement shall be true and correct as of the closing date just as if such representation and warranties were made as of and at that date. Section 11. Condition of Water System. The Water System is to be transferred and conveyed by Seller to Buyer in its "as is" condition and Seller makes no representation or warranty whatsoever concerning the condition of the Water System, Section 12. Covenants of Seller. Seller covenants and agrees that, between the time of execution of this Agreement and the closing, Seller shall operate the Water System diligently in the same manner as heretofore and will not m~e or institute any changes in its method of management or operation unless required by DEP and Seller shall not: 12.1 Sell, transfer, lease or otherwise dispose of any asset relating to the Water System; 12.2 Collect any prepayment for water services to be provided by Buyer after closing; or 12.3 Waive or permit the loss of any substantial right relating to the Water System. Section 13. Closine. The transaction described in this Agreement shall be closed and the B~Jr shall take pO,ssession of the Water System and the easement property on the IS""IV'\ day of AfJi L , 2004. The closing shall take place on the date indicated at City Hall, City of Winter Springs Municipal Building, 1126 East State Road 434, Winter Springs, Florida 32708, At the closing, Seller shall deliver to the Buyer the following: 13.1 Bill of Sale conveying the Water System and all of its constituent parts to Buyer free and clear of all liens. . 13.2 Assignments of any and all contracts, tariffs, licenses and permits together with any necessary third party consents. 13.3 Assignment of all easements related to Water System, if any. 13.4 The perpetual utility easements required by Section 6 ofthis Agreement. Section 14. Termination. This Agreement is subject to termination by Buyer under one or more of the following conditions: 14.1 The Buyer determines during the due diligence, as allowed under Section 4 of this Agreement, that it is not financially or technically feasible for Buyer to purchase Page 5 of9 the' Water System . and to cOnnect the Water System to Buyer's public potable water system: 14.2 During a public hearing required by Section 180.301, Florida Statutes, Buyer's City Commission determines that the purchase of the Water System is not in the public interest. 14.3 Buyer is unable to acquire a permit from DEP to construct the interconnect between the Water System and the Buyer's public potable water system, Section 15. Successors and Assil!ns. This Agreement shaJI automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties, Section 16. Applicable Law. This Agreement shall be governed by and constructed in accordance with the laws of the State of Florida. Section 17. Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto and approved by the City Commission. Section 18. Entire Al!reement. This Agreement supersedes any other agreement, oral or written, and contains the entire agreement between Buyer and, Seller as to the subject matter thereof. Section 19. Severabilitv. If any provision of the Agreement shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the same shall not affect in any respect the validity or enforceability of the remainder of this Agreement. Section 20. Effective Date. This Agreement shall become effective upon approval by the City of Winter Springs City Conunission and execution of the Agreement by both parties. Section 21. Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Seller is not an agent of Buyer. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other. Section 22. Soverehw Immunitv. Nothing contained in this Agreement shall be construed as a waiver of Buyer's right to sovereign immunity under Section 768,28, Florida Statutes, or any other limitation on Buyer's potential liability under state and federal law. Page 6 of9 . . Section 23.' .. City's' Police'.Power. Seller agrees and acknowledges that Buyer hereby Teserves all police powers granted to the City by law. In no way shall this Agreement be construed as the City bargaining away or surrendering its police powers. Section 24. Interpretation. The parties hereby agree and acknowledge that they have both participated equally in the drafting of this Agreement and no party shall be favored or disfavored regarding the interpretation to this Agreement in the event of a dispute between the parties. Section 25. Permits. The failure of this Agreement to address any particular city, county, state, and federal permit, condition, term, or restriction shall not relieve Seller or Buyer of the necessity of complying with the law governing said permitting requirements, conditions, terms, or restriction, Section 26. Specific Performance. Strict compliance shall be required with each and every provision of the Agreement. The parties agree that failure to perform the obligations provided by this Agreement shall result in irreparable damage and that specific performance of these obligations may by obtained by suit in equity, Section 27. Attornevs' Fees. In connection with any arbitration or litigation arising out of this Agreement, each party shall bear their own attorney's fees and costs. [Signature Page Follows] Page 7 0[9 .. .' IN WrrNESSWHEREOF-theparties have hereunto set their hands and seal on the date first above written. Signed, sealed and delivered in the presence of ~n-: ,11ewstJ>>-Z- 2e. . e tAl ;;, () rt1 e- ( mt ame of Witness) /J /J. 114~ ';:;L,~~ fllfYlFfTE" l. FR/TJ1f1,UYl (Print Name of Witness) SEMINOLE PINES ASSOCIATES, LTD. a Florida limited partnership STATE OF FLORIDA) COUNTY OF SEMINOLE) The foregoing instrument was acknowledged before me this I/<Ih day of /lJdt:.dJ , 2004, by Archtlitj IJ, bh/e/Z<g . , . ---;rseminole Pines Associates, Ltd., who is personally known to _me or who---pmduG€d ,(Y4.. ,..._,- ._-~-_._---- as identification. fH A. REYNOLDS Public, State of Florida ,omm. expo Mar. 2, 2008 "')mm. No. DO 284341. AFFI~UStt~~: <<lmros Notary PubliC, State Of Florida My comm. expo Mar. 2, 2008 Comm. No. DD 284341 ATTEST: re of Notary P JUd/fh -4, '~/).()(d r (Print Notary Name) My Commission Expires /JJallCh ~ ;1aof ,Commission No,: ))]) /;;~l/-iJtfl CITY OF WINTER SPRINGS, a Florida municipal corporation, By: JOHN F, BUSH, Mayor ANDREA LORENZO-LUACES, City Clerk Page 8 of9 Exhibit List "A" Legal Description of Property "B" City of Winter Springs Water Application "C" . Utility Easement Page 9 0[9 (~) (' , EXHlBIT A /.-....... " ) Legal Description Description as furnished (O.R. Book 2936, Pg. L472) A tract of land lying in Block "BfI & "0" of "D. R. Mitchell's Survey of the Moses E. Levy Grant" according to the plat thereof as recorded in PLat Book 1, at Page 5-S, of the Public Records of Seminole County, Florida, said tract being more particularly described as follows: All of Lots 36, 37, 38,59, 60, 61, and 74 and that part of Lot 73 lying Easterly of the Southeasterly extension of the Westerly line of Lot 74 across said Lot 73, all lying and being in said Block "0" of D. R. Mitchell's Survey of the Levy Grant, Seminole County, Florida, arid that part of Lot 26, Block "B" of D. R. Mitchell1s Survey of the Levy Grant lying South and West of State Road No. 419, Seminole County, Florida, (less road) AND Lot 26, Luttrell Park, according to. the plat thereof, as recorded in Plat Book 11, Page 44, Public Records of Seminole County, Florida, AND Lot 1 of Joe E. Johnston's Survey, Deed Book 147, Page 221 BegilUling N. W. corner of Lot 1, run S22E15'E 264.03 ft., N5IEI7'18"E 238.7 ft. to road, NT7E45'W to begilUling . AND The Northeasterly Y:z of that part of a 30 foot wide unnamed right-of-way vacated by Ordinance No. 416 recorded in Official Records Book 2012, Page 732, P!lblic Records of Seminole County, Florida, AND All of that portion of First Street and all of that portion of a 30 - foot wide ulUlamed right-of-way which were vacated by Ordinance recorded in Official Records Book 2914, Page 268, Public Records of Seminole County, Florida, LESS Right-of-way for State Road 434 including those portions of the above-described properties taken in Orders of Taking recorded in Official Records Book 2803, Page 1023, and Official Records Book 2831, Page 1024, all of the Public Records of Seminole County, Florida, and Stipulated Final Judgement as to Parcel No.1 17/139 recorded in Official Records Book 2878, Page 252, Public Records.ofSeminole County, Florida.. - MORE PARTICULARLY DESCRIBED AS FOLLOWS: (DESCRIPTION AS PREPARED BY JOHN B. WEBB & ASSOCIATES, INe.) BEGIN AT THE NORTHWEST CORNER OF LOT 38, BLOCK "0" OF SAID D.R. MITCHELL'S SURVEY OF THE MOSES E. LEVY GRANT ON LAKE JESSUP; THENCE RUN N 83050'35"E ALONG THE NORTHERLY LOT LINE OF LOTS 38, 37, AND 36 OF SAID BLOCK "0" A DISTANCE OF 1929.61 FEET TO THE NORTHEAST CORNER OF SAID LOT 36; THENCE RUN N Olo23'32"E A DISTANCE OF 37.69 FEET TO AN INTERSECTION WITH THE CENTERLINE OF A 30 FOOT WIDE VACATED RIGHT OF WAY AS RECORDED IN O.R. BOOK 2012, AT PAGE 732 OF THE PUBLIC RECORDS OF EXfUBIT A, Legal Description - Page I 2 I 587-48rruskawilla Trails MHP (~) ~-) l_- SEMINOLE COUNTY, . FLORIDA;. 'THENCE RUN N 22003'31" W ALONG SAm CENTERLINE A DISTANCE OF 482.12 FEET TO THE WESTERLY RIGHT OF WAY LINE OF STATE ROAD NO. 434 AS SHOWN ON RIGHT OF WAY MAP OF SEMINOLE COUNTY, FLORIDA SECTION #77070-2516; THENCE RUN ALONG SAID WESTERLY RIGHT OF WAY LrNE THE FOLLOWING EIGHT CALLS, S 37056'05" E A DISTANCE OF 55.41 FEET; THENCE RUN N 22003'51" W A DISTANCE OF 30.45 FEET; THENCE RUN S 38040'21" E A DISTANCE OF 34.37 FEET~ THENCE RUN S 38040'21" E A DISTANCE OF 132.89 FEET; THENCE RUN S 52016'23' W A DISTANCE OF 3.24 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 38,571.74 FE.ET ( DELTA = 00041'38", CHORD DISTANCE = 467.07 FEET, CHORD BEARING = S 37056'27" E) THENCE GO ALONG THE ARC OF SAID CURVE A DISTANCE OF 467.07 FEET; THENCE RUN S 37040'10" E A DISTANCE OF 53.82 FEET; THENCE RUN S 38059'25" E A DISTANCE OF 47.41 FEET; THENCE DEPARTING SAID RIGHT OF WAY LINE RUN S 51016'35' W ALONG THE SOUTHERLY LOT LINE OF THAT PORTION OF LOT 1 OF THE JOE E. JOHNSTON'S SURVEY, DEED BOOK 147, PAGE 221; AS RECORDED IN O.R. BOOK 2936, AT PAGE 1472 A DISTANCE OF 210.90 TO THE SOUTH LINE OF A 30 FOOT WIDE VACATED RIGHT OF WAY, AS RECORDED IN O.R. BOOK 3029, PAGES 1343-1346; THENCE RUN S 67057'13" W ALONG SAID SOUTH LINE A DISTANCE OF 30.00 FEET TO THE EASTERLY LINE OF THE AFORESAID BLOCK "D" OF THE D.R. MITCHELL'S SURVEY OF MOSES E. LEVY GRANT; THENCE RUN S 22002'47' E ALONG SAID EAST LINE OF BLOCK "0" A DISTANCE OF 1867.89 FEET TO THE NORTH LINE OF NA TORE'S WAY (30' WIDE R1W) AND THE NORTH LINE OF TUSKAWILLA AS RECORDED IN PLAT BOOK I, AT PAGE 5 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; THENCE RUN N 87004'22" . W ALONG SAID NORTH LINE A DISTANCE OF 970.37 FEET TO THE NORTHWEST CORNER OF SAID TUSKA WILLA; THENCE RUN S 03034'58" W ALONG THE WEST LINE OF SAID TUSKAWILLA A DISTANCE OF 571.50 FEET TO THE NORTH LINE OF A 30' WIDE VACATED (UN-NAMED) RIGHT OF WAY AS RECORDED IN O.R. BOOK 4105, AT PAGE 298; THENCE RUN S 86025'02" E A DISTANCE OF 15.00 FEET To THE CENTERLINE OF SAID VACATED RIGHT OF WAY; THENCE RUN S 03034'58" ALONG SAID CENTERLINE A DISTANCE OF 1431.54 FEET, SAID CENTERLINE BEING ON THE WEST LINE OF AVERY PARK AS RECORDED IN PLAT BOOK 60 AT PAGE 33-37 OF THE PUBLIC RECORDS OF SEMlNOLE COUNTY, FLORIDA~ THENCE RUN N 86025'02" W A DISTANCE OF 15.00 FEET TO THE AFORESAID WEST LINE OF TUSKAWILLA; THENCE RUNS 03034'58" W A DISTANCE. OF 36.98 FEET TO THE NORTH LINE OF OAK. RIDGE FOREST UNIT 7 AS RECORDED IN PLAT BOOK 39, AT PAGE 16-17; THENCE RUN N 84052'00" W ALONG SAID NORTH LINE AND THE NORTH LINE OF GARDENA FARMS AS RECORDED IN PLAT BOOK 6, PAGES 23-24 OF THE PUBLIC. RECORDS OF SEMINOLE COUNTY, FLORIDA A DISTANCE OF 1175.69 FEET TO THE SOUTHERLY PROJECTION OF THE WESTERLY LOT LfNE OF LOT 74 OF THE AFORESAID BLOCK "0"; THENCE RUN N 07014'15" W ALONG SAID SOUTHERLY PROJECTION OF LOT 74 AND THE WESTERLY LOT LINE OF LOTS 74, 61 AND 38 OF SAID BLOCK "0" A DISTANCE OF 3634.25 FEET TO THE POINT OF BEGINNING. CONTAINS 156.80 ACRES OF LAND EXHIBIT A, Legal Description - Page 2 21587-48rruskawilla Trails MHP Application For Residential/Commercial Utility Service IAccount Number mIiii:iii:iiiiiii;iiiI:':i:i:i:I[iii:iii;;:iii;i:i:;i!lii:!;:!I:iii:i::::;ii:':ii!:i;:iii:!i!:!:i!i:iiii:i::'i!ii:iii!:i!!ii!ii:Ii:i:iiiii ~ustomer Numbe~IIiifii::ii!:iII:;i!:!!i:!:::ii:ii:i:ii:::ii:::ii::i'jI'j:::ji:!:!:ijIi!::jii::'jij::i!:itiji:ij:ji:i:i:ij':i!':'iIi!ij:!::iiii:~'i~ pwn Rent ~anage AptjUnit# I l l .1 Service Address I ~ailing Address If different include all details PRIMARY SECONDARY Customer Name: I SS#: DOB: Driver License # w jState: Phone Number: Fax Number: Email Address: Name: Adress: City j State: Phone: Employer Zip I, the undersigned customer acknowledge and agree that I shall be financially responsible for any amounts due for utility services provided to my account and any accrued late fees or charges until termination of services is requested. Any deposit paid to secure utility services may be applied against any outstanding amount or debt reflected on the final billing and any remaining credit will be refunded together with any accrued interest at a rate not to exceed sb: (6) percent per annum os determined hy the City of Winter Springs ("City"). The City hereby reserves the right to terminote or suspend any delinquent utility oceount ond moy ossess late fees for any unpaid balances due as set forth under section 19-97, City of Winter Springs Code of Ordinances and the customer may appeal such delinquency or termination pursuant to Section 19-98 City of Winter Springs Code of Ordinances. The City or its assignee shall be entitled to enforce any claims or rights in order to collect any debt owed to the City under this account and may undertake any collection of any debt,. including but not limited to rei1son~ble nttorney's fees, court costs and expenses. Customer's Signature Date Turn On Date Your Utility Bill is due upon receipt. Your account is considered late after 20 days from the date of the bill, A late fee of $5.00 or 5% per month, whichever is greater, will be assessed on any amount past due. Accounts with a previous BALANCE DUE are considered late. Payment may be made at City Hall. If your account is not posted by 5pm on the date of the delinquent notice, your service is subject to disconnection and imposition of a reconnection fee without further notice on the next business day. Full payment of the entire balance and associated fees is required to restore service. The City reserves the right to require certified funds, City Ordinance 2002-20 governs billing, collection and termination of service for nonpayment of utility bills. City Code Sec 19-98 governs appeals. Customers have the right to appeal their current month bill by making written application to Customer Service requesting a review within 10 days after the da te of the hill . Receipt Validation Stamp City Resolution #849 governs water leak policy. No adjustment to a leak on customer side of meter will be permitted more than once ft year or no more than twice within ten years. Service initiation or termination requires 24 hours advance notification. Same day sen'ice is our goal but is not guaranteed. Appointments or specific scheduled times for service are nol permitted. . ... EXHIBIT" B" Upon completion of twenty-five [25] months of service with no delinquencies during the previous twenty-four [24] months, the deposit will be applied to cllrrent account charges. A new deposit will be required to be paid before service discontinued for nonpayment can be restored and a new twenty-five [25] months of service will be required. . Pre.pared by and return .to: . Anthony k Garganese, Esquire Brown, Salzman, Weiss & Garganese, P.A. Post Office Box 2873 Orlando, Florida 32802-2873 (407) 425-9566 UTILITY EASEMENT AGREEMENT THIS EASEMENT AGREEMENT is made this day of , 2004, by SEMINOLE PINES ASSOCIATES, LTD., ("Grantor") in favor of the CITY OF WINTER SPRINGS, a Florida municipal corporation ("Grantee") having a mailing address of 1126 East State Road 434, Winter Springs, Florida 32708. WITNESSETH: WHEREAS, Gran.tor is fee simple owner of certain real property located within the City of Winter Springs, Florida, on which the Grantee desires to acquire a nonexclusive perpetual utility easement for the sole purpose of connecting to Grantee's utility system; and WHEREAS, under the terms and conditions state herein, the Grantor desires to convey said easement to Grantee for the purposes stated herein; NOW, THEREFORE, in consideration of the public purpose stated herein, and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are hereby incorporated fully herein by this reference. . 2. Grant of Easement. Grantor hereby voluntarily grants and conveys to Grantee, subject to any previous and duly recorded easements or grants of record, a perpetual non-exclusive utility easement under, over and across the real property legally described as: See Exhibit "A" ("Easement Property"). Said easement shall be of the nature and character and to the extent hereinafter set forth ("Easement"). Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 1 of 6 EXHIBIT "e" 3. Purpose of Easement. This Easement is granted for the express and sole purpose oJ allowit:lg Grantee a non~x~lllsivepeqJ.etual use of the Easement Property to connect Grantee's public "Utilities. It is also the express purpose ofthis Easement to provide Grantee reasonable ingress and egress to, over, across, under and from the Easement Property for the sole purpose stated herein. 4. Rights of Grantee, To accomplish the purpose stated above, and at Grantee's sole expense, the following rights are conveyed to Grantee by this Easement: (a) the right for Grantee to install, inspect, alter, improve, repair, rebuild, relocate within the Easement Property and remove public utilities and related appurtenances, including water, sewer, reuse, and other such utilities; (b) the right of Grantee to clear the Easement Property of trees or limbs, undergrowth and other physical objects which endanger or interfere with the safe and efficient installation, operation, or maintenance of the public utilities and related appurtenances; and (c) all other rights and privileges reasonably and customarily necessary or conv~nient for Grantee's safe and efficient operation, maintenance, and/or repair ofthe public utilities and related appurtenances; and 5. Grantor's Use of Easement. Subject to and conditioned upon the provisions of Paragraph 4 ofthis Agreement, Grantor hereby reserves for itselfthe right to use the Easement area; provided, however, that Grantor's use may not (i) violate any provision of this Agreement, or (ii) unreasonably interfere with any of Grantee's easements, rights or interest under this Agreement. (a) This Easement is granted by Grantor and accepted by Grantee subj ect to the following conditions which Grantee covenants and agrees to perform: (1) To exercise due care in the use of the Easement. (2) To cause no unnecessary or unreasonable obstruction or interruption of possession, occupation or travel over or upon the Easement Property. (3) To limit the use ofthe Easement for utility lines and equipment only and the_ maintenance thereof, it being specifically understood and agreed that in no event shall this Easement be construed to permit ingress and egress by the general public. (4) To use diligence in making excavations or other repairs imd, after the completion of any construction or maintenance operations, to restore the Easement Property to the same or better condition that existed prior to the excavation or repairs, including, but not limited to, returning the ground to the original grade, repairing any pavement removed or damaged, and replacing any grass, shrubbery, trees or other landscaping disturbed by such work; to use diligence in the construction and Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 2 of 6 insfallation of all.pipes, lines and equipment and to install such equipment so as to cause the least inconvenience or impediment to Grantor. Upon Grantee's failure to do so within a reasonable period oftime, Grantor may perform such work and charge the same to Grantee provided that Grantor shall first provide Grantee at least fourteen (14) days written notice and an opportunity to cure. (5) To use the Easement granted so as to prevent the creation of any obstruction or condition which is or may become dangerous to Grantor, its guests, employees, . invitees, licensees, Or the public in 'general. (6) To furnish Grantor within a reasonable time after completion of construction accurately scaled "as built" drawings showing the 10catio!l and all pertinent and material details of transmission lines and pipes and other iinprovements at any time placed within the Easement. (7) To use the Easement with due consideration for the rights of the Grantor, mobile home owners and other easement holders, it being understood that this Easement is a nonexclusive easement. (b) The Easement Property is part of manufactured housing community known as the Tuskawilla Trails Mobile Home Park ("Tuskawilla Trails"). Grantee acknowledges that future construction of improvements within Tuskawilla Trails, or a change of use. to the property known as Tuskawilla Trails may require a reasonable relocation of the Easement. Grantor, therefore, reserves the right to relocate the Easement, and all related improvements and property of Grantee located therein, as Grantor may deem reasonably necessary to accommodate such improvements or change of use, provided that Grantor pays all costs of surveying the new Easement and relocating such facilities within the relocated Easement. Once the water transmission and related facilities have been relocated: (i) the description of the Easement Property set forth above sha!l be amended to conform to the relocated easement, which amendment shall be evidenced by instrument executed by the parties and recorded in the public records of Seminole County, Florida; and (ii) Grantee shall abandon use of the original Easement Property. 6. Easements Run with the Land. This Easement shall remain a charge against the Easement Property, Therefore, this Easement shall run with the land and be automatically assigned by any deed or other conveyance conveying the Easement Property, or a portion thereof, relating to this EasemeI?-t, even though the conveyance makes no reference to this Easement as such. 7. Recordation. Grantee shall record this instrument in a timely fashion in the Official Records of Seminole County, Florida and mayre-record it at anytime as maybe required to preserve its rights in this Easement. Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 3 of 6 . 8. Soverei~n Immunity. Nothing contained in this Easement shall be construed as a waiverofthe Grantee's right to sovereigIdmmunityunder Section 768.28, Florida Statutes, or other limitatIons imposed on the Grantee's potential liability under state or federal law. . . 9. Indemnification. Grantee agrees to the fullest extent permitted by law, to indemnify and hold hannless Grantor and its officers and employees from and against all claims, losses, damages, personal injuries arising from, out of, or caused by Grantee's and its officer's, employee's, or contractors's, negligent or intentional acts, errors, omissions in the installation, operation, maintenance, or repair of the public utilities and related appurtenances contemplated herein within the Easement Property, except to the extent of negligence or wanton misconduct of the Grantor. 10. Injunctive Relief. The parties agree that, in the event of d~fault, there maynot be an adequate remedy at law, and therefore, it is agreed the parties shall be entitled to seek injunctive relief, including a mandatory injunction, . 11. Governine Law and Venue. The parties agree that the Agreement was consummated in Seminole County, and the site ofthe Easement is in Seminole County, Florida. This Agreement shall be governed by the law of the State of Florida. Venue for all disputes shall be properly placed in Seminole County, Florida, 12. Notice. All notices, demands, requests, consents, approvals or other communications (collectively, ''Notices'') required or permitted to be given hereunder or which ate given with respect to this Agreement shall be effective only ifin writing and delivered by personal service, or delivered to an overnight courier service with guaranteed next day delivery or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: TO GRANTEE: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 -TO GRANTOR: Seminole Pines Associates, LTD, c/o Newby Management 3801 Bee Ridge Road Suite 12 Sarasota, Florida 34233 Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 4 of 6 or. to. ,such other address as such party shall have specified most recently by like Notice. The afore~aid .attorneys 'for .the. parties hereto are hereby respectively authorized tQ give any Notice permitted under this Agreement. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on thedate ~o delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing, 13. Modification. Termination. This Easement shall only be modified or terrilinated by . a written instrUment executed by the parties hereto or any successor, aSsigns, heirs, or representatives thereto, and upon recordation in the public records of Seminole County, Florida. 14. Permits. Grantee shall be solely responsible and liable fOf. co.mplying with any local, state, or federal permit requirements, obligations, and duties (If any) related to the installation, operation, maintenance, or repair ofthe public utilities and related appurtenances located within the Easement Property. 15. Entire Aereement. This Easement constitutes the full and entire. agreement between the parties hereto and supercedes any oral or written prior communications between the parties related to the subject matter contained in this Easement. The laws of Florida shall govern this Easement. [Left blank intentional, signatures next page] Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 5 of 6 . .. '. INWITNE.SS WHEREOF; Grantor and Grantee have set their respective hands on the day and y~ar fIrst above written. WITNESSES: GRANTEE ATTEST: CITY OF WINTER SPRINGS, FLORIDA ANDREA LORENZO-LUACES City Clerk JOHN F. BUSH, Mayor GRANTOR WITNESSES: . SEMINOLE PINES ASSOCIATES, LTD. By: Print Name: Print Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me ,by Associates, Ltd., who is personally known to me or who produced identification. this day of of Seminole Pines as Signature of Notary Public AFFIX NOTARY STAMP (Print Notary Name) My Commission Expires Commission No.: Seminole Pines Associates, Ltd. Easement City of Winter Springs Page 6 of 6 Attachment No.2 April 17, 2003 PRMG #1060-04 Mr. Kipton D. Lockcuff, P.E. Director of Utilities City of Winter Springs 110 N. Flamingo Avenue Winter Springs, FL 32708 Subject: Updated Preliminary Financial Evaluation of Tuscawilla Trails Water System Dear Mr. Lockcuff: Public Resources Management Group, Inc. (PRMG) prepared on October 21, 2002 an initial financial evaluation of the water facilities of the Tuscawilla Trails Water System (the "Water System") on behalf of the City of Winter Springs (the "City") in order to assist in its evaluation to potentially purchase the Water System facilities and assets. The preliminary financial evaluation set forth in the previously prepared letter report was based on the debt capacity approach methodology. The methodology addressed whether the acquired system can financially support itself based on sales revenues derived from application of the City's water rates in relation to any potential acquisition price paid by the City to the seller. The results of the analysis arrived at a potential system value in the range of approximately $48,000 to $58,000 based on various debt sizing parameters and was subject to any potential deductions resulting from performance of such duties as a system inspection to identify any existing system deficiencies. The preliminary report recommended the City perform such an inspection in order to gain further insight to the Water System's ultimate value from a debt capacity standpoint. A review of the Water System's condition was performed by the City's consulting engineers resulting in the need to update the previous analysis reflecting the incorporation of the physical condition findings. Debt Capacity Analysis The debt capacity analysis from the October 21, 2002 evaluation report estimated net revenues of the Water System that would be available to serve as the basis of available debt capacity to be as follows: Anticipated Sale Revenues Operating Expenses: Billing Costs Meter Reading Line Maintenance Power & Chemicals Administrative Costs Net Revenues Other Deductions: Renewal and Replacement Allowance Debt Service Charge Net Available for Debt Service Payments Test Year Amount $17,647 1,429 2,007 2,275 1,500 3.005 ~ 882 1.765 ~ Based on the preliminary analysis anticipated net revenues of the Water System available for the service of indebtedness is approximately $4,784. In the development of the estimate of projected debt capacity of the Water System, the analysis assumes that debt capacity is the principal amount of utility tax-exempt indebtedness that would be issued to finance the acquisition of the Water System. In calculating the debt capacity, financing terms assumed the following: i) average annual interest rate of 5.25%; and ii) a repayment term of fifteen (15) years. Based on information provided by the City's consulting engineers, the remaining service life of the distribution facilities was estimated to be within the 10 to 20 year range. The fifteen (15) year time period was chosen as it is the mid-point of this range. Based on these assumptions, the Water System debt capacity indicates an estimated purchase value in the area of approximately $48,825 prior to additional purchase price deductions. In determining the estimated purchase price of the Water System, further deductions can be made to take into account certain costs that may be incurred by the City as a result of the acquisition. A brief listing of the potential deductions included the following: · Costs of Water System deficiencies if not performed by the seller prior to the transaction could be deducted from the purchase value since such costs are normally the responsibility of the owner. As a result of the City's engineering review, no significant identifiable deficiencies were discovered. · Costs associated with the interconnection of the City's transmission system to the Water System's distribution system (at this time it is assumed the seller will decommission existing treatment facility/storage tank, restore site to normal state and retain possession of such site). Based on the City's engineering review, the cost to interconnect was estimated to be approximately $4,000 and would be performed by the City and, therefore, be categorized as a justifiable deduct to the estimated purchase price. · Collection of water system service availability charges (impact fees). In order for the City to be reimbursed for that portion of water treatment capacity it will be setting aside to serve the approximately 148 equivalent connections (ERCs) currently served by the Water System, it is recommended the City collect from the ownership of Tuscawilla Trails that portion of its current service availability charge designed to recover the embedded capital cost of its existing water treatment facilities. Due to the deteriorated state of the Water System's treatment facilities and structures, it is anticipated that these assets would need to be replaced in the not too distant future resulting in the City being required to supply capacity from its own water treatment facilities. Based on the known number of active equivalent connections anticipated to be acquired by the City and the current water treatment component of the City's service availability charges, the anticipated payment to be made to the City would be as follows: Amount Number ofERCs 148 Water Treatment SAC per ERC $259 Amount of Payment $38.332 · Other acquisition and transition costs which may be incurred by the City as a result of the acquisition process. Such costs could include due diligence by the City's financing and engineering consultant. This amount has not been quantified at this time. A TT ACHMENT NO. 3 @ff2{jjJ February 10, 2003 CPH Engineers, Inc. 1117 East Robinson Street Suite C Orlando, Florida 32801 Phone: 407.425-0452 Fax: 407-648-1036 www.cphengineers.com Mr. Kipton Lockcuff, j!l.E. Utilities Director City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 RE: Tuskawilla Trails - Water System Acquisition Analysis CPH Project No. W0403.13 Dear Kip: We have performed the analysis as requested on the Tuskawilla Trails water distribution system, The following items were reviewed or performed: 1. Water distribution system layout plan drawing. 2, PRMG, Inc. report dated October 21, 2002. 3. WaterCad analysis. (Memo attached.) 4. Field inspection with assistance of the City crew. (Memo attached.) Based on our review, we offer the following recommendations: 1. The water distribution system is constructed of PVC and appears to be Class 200 pipe. The pipe is white in color and this was typical of Class 200 pipe installed in the early 1980's. The plans indicate construction in 1981. Although this pipe does not meet the current requirements for water main materials, it is a good serviceable pipe and should have a useful life of another 10 to 20 years. There were no signs of leaking joints. The system should be monitored after connection to make sure that the system properly performs under the new pressures within the City system. We do not know if a different pressure value exists between the two systems or not. The sizes shown on the drawings appear to be the ones actually installed. No deviations were noted or encountered. There are some valves that are under pavement and we suggest these be located for future use. 2. We added the Tuskawilla Trails system into the overall City distribution system model by connecting at the 12-inch main on SR. 434 at the entrance to Tuskawilla Trails. No problems were revealed concerning line sizes or ability to serve the needs of the trailer park during a fire. There are two fire hydrants, one on the corner of Cheyenne Trail and Arapahoe Trail, and the other on the corner of Arapahoe Trail and Apache Trail, that are connected to a 6-inch main line, We are somewhat concerned with obtaining the 500 gpm fire flow required by City code from these hydrants due to the 6-inch line size. Normally a flow of 500 gpm is about the maximum flow rate available from a hydrant on a 6-inch main line. SANFORD . ORLANDO . DELAND . PALM CITY . CAPE CORAL . JACKSONVILLE . PALM COAST . PUERTO RICO @!l2[ill The hydraulic computer analysis indicates that the hydrants will perform adequately and meet the City requirements when the system is connected to the 12-inch City watermain. Current standards require a minimum 8-inch line size for all hydrant connections. The 6- inch lines are connected to 10-inch lines, which is good and they are looped and not dead end lines. The computer hydraulic analysis of the current system, when connected to the 12-inch watermain, exceeds the minimum fire flow requirements of the Land Development Code for the City of Winter Springs. Hydrant testing of the existing water system has been performed in the past and the hydrants were not capable of meeting the City code requirements. This could be due to a combination of supply (pump capacity and pressure) and the line size and is not an indication of how the distribution system will perform when connected to the City's 12-inch watermain. We do not recommend any piping improvements at this time. In the future, it is advisable to provide a southern connection to the water system on Tuskawilla Road to complete a looped system in the trailer park area. This will have to be coordinated with future development in the area. 3. We did not find any infrastructure deficiencies during our investigation of the Tuskawilla Trails water distribution system. There are capital costs involved with the connection of the system to the existing 12-inch water main on S.R. 434. There is an existing 8-inch valve located at the old driveway entrance (north of the existing entrance). Approximately 100 lineal feet of 12-inch pipe (this matches the pipe size at the beginning of the Tuskawilla Trail system) would be required to connect the Tuskawilla Trails system to the City system. We do not recommend a new 12-inch tap or the replacement of the existing 12-inch by 8-inch cross and the associated 8-inch valve with a 12-inch system. The losses through the 8-inch valve are minimal and the 8-inch connection can provide the minimum fire flow rate of 500 gpm within normal design criteria. An adapter sleeve would be required to connect the two different types of materials; Class 200 pipe and C900 pipe. We estimate the cost of this connection to be under $4,000. This is a small project and could be constructed using City forces. Also, an FDEP water connection permit would be required. If you have any questions, please call. Sincerely, CPH ENGINEERS, INC. ~ Chief Op dtke, P.E., DEE ating Officer J:\W0403.13\WD\TUSKAWILLA TRAILS ANAL YSIS.DOC t' Prepared by and return'to: Anthony A. Garganese, Esquire Brown, Salzman, Weiss & Garganese, P.A. Post Office Box 2873 . Orlando, Florida 32802-2873 (407) 425-9566 If ) ) ;)..../;J. 0 0 1 14, \/\/ev s'O;;L SALE AND PURCHASE AGREEMENT TUSKA WILLA TRAILS WATER SYSTEM THIS SALE AND PURCHASE AGREEMENT ("Agreement"), made and executed this J 5. +-L day of !l-p'// , 2004 by and between the CITY OF WINTER SPRINGS, a Florida muniCIpal corporation ("Buyer") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and SEMINOLE PINES ASSOCIATES, LTD., a Florida limited partnership ("Seller"), whose address is 3801 Bee Ridge Road, Suite 12, Sarasota, Florida 34233. WITNESSETH: WHEREAS, Seller owns a mobile home park located within the City of Winter Springs with approximately 148 residential lots; and WHEREAS, Seller currently operates a private potable water system for the use and benefit of the residential lots within the park; and WHEREAS, Seller desires to sell the potable water system to the Buyer so that Buyer may connect its public potable water system to the park and Buyer can decommission the private system; and WHEREAS, Buyer desires to purchase Seller's private potable \v'liter system and provide potable water to the residential lots located within the mobile home under the same terms and conditions that Buyer provides potable water to its existing customers and pursuant to its duly adopted rules, policies, and laws. NOW THEREFORE, the parties being fully advised and in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows: Section 1. this reference. Recitals. The foregoing recitals are hereby incorporated herein by Page 1 of9 . Section 2. Definitions.. The following words and phrases defined in this Agreement shall have the meaning herein prescribed, unless the context clearly suggests otherwise: 2.1 "Buyer" shall mean the City of Winter Springs, Florida, a Florida municipal corporation. 2.2 "Property" shall mean the real property owned by Seller on which the Water System is located and legally described on the attached Exhibit "A," which is hereby fully incorporated herein by this reference. 2.3 "Seller" shall mean Seminole Pines Associates, Ltd., a Florida limited partnership. 2.4 "Water System" shall mean the private potable water distribution system owned by Seller and located on the Property including the water lines, mains, equipment, facilities, manholes, stubs and related appurtenances up to and including the individual water meters, excluding the water plant. Section 3. Sale and Purchase of Water System. Seller agrees to sell, transfer and convey to Buyer and Buyer agrees to purchase, buy and take possession from Seller the Water System and all easements required by Section 5 to service and maintain the Water System and all potable water customers located on the Property. In furtherance of said purchase, Seller agrees to execute at closing a Bill of Sale for the conveyance of the Water System. Section 4. Due Dilie:ence. 4.1 Upon execution of this Agreement, Buyer shall have sixty (60) days in which to exercise its right to undertake, at Buyer's expense, such physical inspections, tests and other investigations as may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of constructing said interconnect between the Water System and Buyer's public water system and for purposes of designing, permitting, and constructing said interconnect. For such purposes, Seller hereby grants to Buyer, their agents, and professionals engaged by Buyer, the right to enter upon the Property and any part thereof during this due diligence period. Any alterations or changes to the Property that are a direct result of the inspecting, testing and investigations shall be repaired and replaced by Buyer. Buyer agrees to indemnify and hold harmless Seller, to the extent permitted by law, from any liability resulting from the acts or omissions of Buyer, and their agents and professionals while conducting the due diligence set forth in this Section 4. 4.2 Seller agrees to fully cooperate with Buyer's efforts to conduct due diligence. Seller further agrees that Buyer shall have the right to inspect and/or copy any and all records maintained by Seller regarding the Water System, including, but not limited to, written correspondence, permits, "as built" drawings, plans, income and Page 2 of9 expense statements~ balance sheets, invoices, Bills of Sale, DEP notices, pleadings, and other documentation relevant to the Water System. Section 5. Consideration for Sale and Purchase. The purchase price for the Water System and all easements shall be the sum of One Dollar ($1.00), which shall be paid in cash by the Buyer to the Seller at closing. In addition to the monetary consideration, Buyer agrees and obligates itself to perform and permit the following at its expense and at no cost to Seller: 5.1 Design, permit and construct the interconnection between the Buyer's potable water system and the Water System within six (6) months fro~ the effective date of this Agreement. Buyer shall have the right to extend the completion date an additional three (3) months by providing written notice to Seller within three (3) months from the effective date of this Agreement. Any additional extensions may be granted by mutual agreement of the parties and shall not be unreasonably withheld. 5.2 Buyer shall provide Seller a full credit for the Buyer's water connection charge (impact and service availability fees) that is currently required to hook up to Buyer's potable water system. Said connection charges, which Seller shall receive full credit for, are the only charges required by Buyer for Seller to connect to Buyer's potable water system. 5.3 Upon completion of the construction of the interconnect set forth in Section 5.1, Buyer shall operate and maintain the Water System as part of its public potable water system. Said operation and maintenance shall include metering and invoicing each lot separately. Section 6. Perpetual Utility Easements. 6.1 Seller agrees to fully execute and convey to Buyer a blanket Perpetual Utility Easement on, over and under the Property in a form deemed acceptable to Buyer and substantially similar to the Utility Easement attached as Exhibit "C," which is hereby fully incorporated herein by this reference. 6.2 Said easement shall allow Buyer to install the infrastructure that is necessary for Buyer to deliver potable water to the Property and to operate and maintain the Buyer's public potable water system. Said easement shall provide for Buyer's right of entry on the Property for utility purposes. 6.3 Buyer shall prepare a legal description and sketch the easement. Said legal description and sketch shall be superimposed over a boundary survey of the Property provided said boundary survey is provided by Seller. Section 7. Customer Deposits and Application. Page 3 of9 7.1" At closing, SeHer shall deliver to Buyer a schedule listing all of its existing water customers, including name, address and phone number. 7.2 At closing, Seller shall diligently attempt to have its existing water customers complete and submit to Buyer a potable water application. A copy of said application is attached hereto as Exhibit "B." Section 8. Delivery of Water bv Buver. The potable water service provided by Buyer under the terms and conditions of this Agreement shall meet the standards applicable to all other water customers of Buyer. Buyer assumes no responsibility or obligation to maintain a particular water quantity, pressure, quality, or service standard. In no event shall Buyer be obligated to deliver potable water to "Seller at a higher quantity, pressure, quality, or service standard than Buyer provides to its other potable water customers. Section 9. Conversion to Public Water Svstem. The parties agree and acknowledge that the primary intent and purpose of this Agreement is to convert Seller's private potable Water System into a public potable water system which is owned and operated by Buyer. At such time Buyer completes the interconnect and begins providing potable water to the Property, Seller, at its expense, shall decommission and dismantle the private water plant and remove said plant from the Property within sixty (60) days. Section 10. Representation and Warranties of Seller. Seller hereby represents and warrants the following to and for the benefit of the Buyer: 10.1 Liti2ation. There are no actions, suits or proceedings pending against Seller with respect to the Water System or, to Seller's best knowledge, threatened against or affecting Seller with respect to the Water System or the Water System before any court or administrative body or agency having jurisdiction over Seller or the Water System. 10.2 Title to Acquired Assets. Seller has good and marketable title to the Water System, free and clear of any liens or claims. 10.3 Environmental Matters. There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation or proceeding pending or, to the best knowledge of the Seller, threatened against Seller or relating in any way to applicable environmental, health and safety laws or regulations. 10.4 Compliance with Laws and Re2ulations. To Seller's best knowledge, and with respect to the Water" System, Seller has not violated or failed to comply with any applicable statute, law, ordinance or regulation of any governmental agency and Seller has not received any notice asserting that such violation or failure of compliance has occurred. Page 4 of9 10.5- . ReUi'esentationsTrue at Closine. All representations and warranties set forth in this Agreement shall be true and correct as of the closing date just as if such representation and warranties were made as of and at that date. Section 11. Condition of Water Svstem. The Water System is to be transferred and conveyed by Seller to Buyer in its "as is" condition and Seller makes no representation or warranty whatsoever concerning the condition of the Water System. Section 12. Covenants of Seller. Seller covenants and agrees that, between the time of execution of this Agreement and the closing, Seller shall operate the Water System diligently in the same manner as heretofore and will not make or institute any changes in its method of management or operation unless required by DEP and Seller shall not: 12.1 Sell, transfer, lease or otherwise dispose of any asset relating to the Water System; 12.2 Collect any prepayment for water services to be provided by Buyer after closing; or 12.3 Waive or permit the loss of any substantial right relating to the Water System. Section 13. Closine. The transaction described in this Agreement shall be closed and the B~~ shall take po..ssession of the Water System and the easement property on the I~"" day of Afra L , 2004. The closing shall take place on the date indicated at City Hall, City of Winter Springs Municipal Building, 1126 East State Road 434, Winter Springs, Florida 32708. At the closing, Seller shall deliver to the Buyer the following: 13.1 Bill of Sale conveying the Water System and all of its constituent parts to Buyer free and clear of all liens. 13.2 Assignments of any and all contracts, tariffs, licenses and permits together with any necessary third party consents. 13.3 Assignment of all easements related to Water System, if any. 13.4 The perpetual utility easements required by Section 6 ofthis Agreement. Section 14. Termination. This Agreement is subject to termination by Buyer under one or more of the following conditions: 14.1 The Buyer determines during the due diligence, as allowed under Section 4 of this Agreement, that it is not financially or technically feasible for Buyer to purchase Page 5 of9 the Water System -and to connect the Water System to Buyer's public potable water system. 14.2 During a public hearing required by Section 180.301, Florida Statutes, Buyer's City Commission determines that the purchase of the Water System is not in the public interest. 14.3 Buyer is unable to acquire a permit from DEP to construct the interconnect between the Water System and the Buyer's public potable water system. Section 15. Successors and Assie:ns. This Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties. Section 16. Applicable Law. This Agreement shall be governed by and constructed in accordance with the laws of the State of Florida. Section 17. Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto and approved by the City Commission. Section 18. Entire Ae:reement. This Agreement supersedes any other agreement, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter thereof. Section 19. Severability. If any provision of the Agreement shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the same shall not affect in any respect the validity or enforceability of the remainder of this Agreement. Section 20. Effective Date. This Agreement shall become effective upon approval by the City of Winter Springs City Commission and execution of the Agreement by both parties. Section 21. Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Seller is not an agent of Buyer. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other. Section 22. Sovereie:n Immunitv. Nothing contained in this Agreement shall be construed as a waiver of Buyer's right to sovereign immunity under Section 768.28, Florida Statutes, or any other limitation on Buyer's potential liability under state and federal law . Page 6 of9 Section 23.' City's' Police Power. Seller agrees and acknowledges that Buyer hereby reserves all police powers granted to the City by law. In no way shall this Agreement be construed as the City bargaining away or surrendering its police powers. Section 24. Interpretation. The parties hereby agree and acknowledge that they have both participated equally in the drafting of this Agreement and no party shall be favored or disfavored regarding the interpretation to this Agreement in the event of a dispute between the parties. Section 25. Permits. The failure of this Agreement to address any particular city, county, state, and federal permit, condition, term, or restriction shall not relieve Seller or Buyer of the necessity of complying with the law governing said permitting requirements, conditions, terms, or restriction. Section 26. Specific Performance. Strict compliance shall be required with each and every provision of the Agreement. The parties agree that failure to perform the obligations provided by this Agreement shall result in irreparable damage and that specific performance ofthese obligations may by obtained by suit in equity. Section 27. Attorneys' Fees. In connection with any arbitration or litigation arising out ofthis Agreement, each party shall bear their own attorney's fees and costs. [Signature Page Follows] Page 7 of9 IN WITNESS WHEREOF the parties have hereunto set their hands and seal on the date first above written. Signed, sealed and delivered in the presence of ~1~ ?~~ . J\!e1AJ'ZJQrt1L- ( nt ame ofWi~ss) /l ;J. 'rltl~ ';:;l.~ f/JtYlE,re- L. FRlf-nJ.'.,LI y\- (Print Name of Witness) SEMINOLE PINES ASSOCIATES, LTD. a Florida limited partnership STATE OF FLORIDA) COUNTY OF SEMINOLE) The foregoing instrument was acknowledged before me this //#1 day of /!Jam , 2004, by HChrllt/ W. ~/e;z5 , ~eminole Pines Associates, Ltd., who is personally known__!~___m~ or who produced 1c..~/4 . .....---.--. as identification. rH A. REYNOLDS Public, Stale of Florida .amm. expo Mar. 2, 2008 '')mm. No. DO 284341 AFFIXJij~llNA: HlYfMtDS Notary Public, Stale of Florida My comm. expo Mar. 2, 2008 Comm. No. DO 284341 re of Notary P JUd/fh 4. 'fblJo(d r (Print Notary Name)' My Commission Expires lIh./tCh;1, ;l009 Commission No.: ])]) /2Rlf-i]'/1 . CITY OF WINTER SPRINGS, a Florida municipal corporation, ATTEST: Page 8 of9 Exhibit List "A" Legal Description of Property City of Winter Springs Water Application Utility Easement "B" "e" Page 9 of9 EXHIBIT A /'''" " ) Legal Description Description as furnished (O.R. Book 2936, Pg.1472) A tract of land lying in Block "Bft & "D" of ftD. R. Mitchell's Survey of the Moses E. Levy Grant" according to the plat thereof as recorded in Plat Book 1, at Page 5-S, of the Public Records of Seminole County, Florida, said tract being more particularly described as follows: All of Lots 36, 37, 38,59,60,61, and 74 and that part of Lot 73 lying Easterly of the Southeasterly extension of the Westerly line of Lot 74 across said Lot 73, all lying and being in said Block "D" ofD. R. Mitchell's Survey of the Levy Grant, Seminole County, Florida, and that part of Lot 26, Block "B" of D. R. Mitchell's Survey of the Levy Grant lying South and West of State Road No. 419, Seminole County, Florida, (less road) AND Lot 26, Luttrell Park, according to the plat thereof, as recorded in Plat Book 11, Page 44, Public Records of Seminole County, Florida, AND Lot 1 of Joe E. Johnston's Survey, Deed Book 147, Page 221 Beginning N. W. comer of Lot 1, run S22E15'E 264.03 ft., N51EI7'18"E 238.7 ft. to road, N77E45'W to beginning AND The Northeasterly ~ of that part of a 30 foot wide unnamed right-of-way vacated by Ordinance No. 416 recorded in Official Records Book 2012, Page 732, Public Records of Seminole County, C--) Florida, '-- AND All of that portion of First Street and all of that portion of a 30 - foot wide unnamed right-of-way which were vacated by Ordinance recorded in Official Records Book 2914, Page 268, Public Records of Seminole County, Florida, LESS Right-of-way for State Road 434 including those portions of the above-described properties taken in Orders of Taking recorded in Official Records Book 2803, Page 1023, and Official Records Book 2831, Page 1024, all of the Public Records of Seminole County, Florida, and Stipulated Final Judgement as to Parcel No. 117/139 recorded in Official Records Book 2878, Page 252, Public Records of Seminole County, Florida. MORE PARTICULARLY DESCRIBED AS FOLLOWS: (DESCRIPTION AS PREPARED BY JOHN B. WEBB & ASSOCIATES, INC.) BEGIN AT THE NORTHWEST CORNER OF LOT 38, BLOCK "D" OF SAID D.R. MITCHELL'S SURVEY OF THE MOSES E. LEVY GRANT ON LAKE JESSUP; THENCE RUN N 83050'35"E ALONG THE NORTHERLY LOT LINE OF LOTS 38, 37, AND 36 OF SAID BLOCK "D" A DISTANCE OF 1929.61 FEET TO THE NORTHEAST CORNER OF SAID LOT 36; THENCE RUN N 0Io23'32"E A DISTANCE OF 37.69 FEET TO AN INTERSECTION WITH THE CENTERLINE OF A 30 FOOT WIDE VACATED RIGHT OF WAY AS RECORDED IN O.R. BOOK 2012, AT PAGE 732 OF THE PUBLIC RECORDS OF 'J EXHIBIT A, Legal Description - Page 1 21S87-48rruskawilla Trails MHP (~) C~) SEMINOLE COUNTY, . FLORIDA; THENCE RUN N 22003'31" W ALONG SAlD CENTERLINE A DISTANCE OF 482.12 FEET TO THE WESTERLY RIGHT OF WAY LINE OF STATE ROAD NO. 434 AS SHOWN ON RIGHT OF WAY MAP OF SEMINOLE COUNTY, FLORIDA SECTION #77070-2516; THENCE RUN ALONG SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING EIGHT CALLS, S 37056'05" E A DlST ANCE OF 55.41 FEET; THENCE RUN N 22003'51" W A DISTANCE OF 30.45 FEET; THENCE RUN S 38040'21" E A DISTANCE OF 34.37 FEET; THENCE RUN S 38040'21" E A DISTANCE OF 132.89 FEET; THENCE RUN S 52016'23' W A DISTANCE OF 3.24 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 38,571.74 FEET ( DELTA = 00041'38", CHORD DISTANCE = 467.07 FEET, CHORD BEARlNG = S 37056'27" E) THENCE GO ALONG THE ARC OF SAID CURVE A DISTANCE OF 467.07 FEET; THENCE RUN S 37040'10" E A DISTANCE OF 53.82 FEET; THENCE RUN S 38059'25" E A DISTANCE OF 47.41 FEET; THENCE DEPARTING SAID RIGHT OF WAY LINE RUN S 51016'35' W ALONG THE SOUTHERLY LOT LINE OF THAT PORTION OF LOT 1 OF THE JOE E. JOHNSTON'S SURVEY, DEED BOOK 147, PAGE 221; AS RECORDED IN O.R. BOOK 2936, AT PAGE 1472 A DISTANCE OF 210.90 TO THE SOUTH LINE OF A 30 FOOT WIDE VACATED RIGHT OF WAY, AS RECORDED IN O.R. BOOK 3029, PAGES 1343-1346; THENCE RUN S 67057'13" W ALONG SAID SOUTH LINE A DISTANCE OF 30.00 FEET TO THE EASTERLY LINE OF THE AFORESAID BLOCK "0" OF THE D.R. MITCHELL'S SURVEY OF MOSES E. LEVY GRANT; THENCE RUN S 22002'47' E ALONG SAID EAST LINE OF BLOCK "0" A DISTANCE OF 1867.89 FEET TO THE NORTH LINE OF NATURE'S WAY (30' WIDE R1W) AND THE NORTH LINE OF TUSKAWILLA AS RECORDED IN PLAT BOOK 1, AT PAGE 5 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; THENCE RUN N 87004'22" W ALONG SAID NORTH LINE A DISTANCE OF 970.37 FEET TO THE NORTHWEST CORNER OF SAID TUSKA WILLA; THENCE RUN S 03034'58" W ALONG THE WEST LINE OF SAID TUSKAWILLA A DISTANCE OF 571.50 FEET TO THE NORTH LINE OF A 30' WIDE VACATED (UN-NAMED) RIGHT OF WAY AS RECORDED IN O.R. BOOK 4105, AT PAGE 298; THENCE RUN S 86025'02" E A DISTANCE OF 15.00 FEET 'to THE CENTERLINE OF SAID VACATED RIGHT OF WAY; THENCE RUN S 03034'58" ALONG SAID CENTERLINE A DISTANCE OF 1431.54 FEET, SAID CENTERLINE BEING ON THE WEST LINE OF AVERY PARK AS RECORDED IN PLAT BOOK 60 AT PAGE 33-37 OF ,THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; THENCE RUN N 86025'02" W A DISTANCE OF 15.00 FEET TO THE AFORESAID WEST LINE OF TUSKAWILLA; THENCE RUN S 03034'58" W A DISTANCE. OF 36.98 FEET TO THE NORTH LINE OF OAK RIDGE FOREST UNIT 7 AS RECORDED IN PLAT BOOK 39, AT PAGE 16-17; THENCE RUNN 84052'00" W ALONG SAID NORTH LINE AND THE NORTH LINE OF GARDENA FARMS AS RECORDED IN PLAT BOOK 6, PAGES 23-24 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA A DISTANCE OF 1175.69 FEET TO THE SOUTHERLY PROJECTION OF THE WESTERLY LOT LINE OF LOT 74 OF THE AFORESAID BLOCK "D"; THENCE RUN N 07014'15" W ALONG SAID SOUTHERLY PROJECTION OF LOT 74 AND THE WESTERLY LOT LINE OF LOTS 74, 61 AND 38 OF SAID BLOCK "D" A DISTANCE OF 3634.25 FEET TO THE POINT OF BEGINNING. CONTAINS 156.80 ACRES OF LAND EXHIBIT A, Legal Description - Page 2 21587-48ffuskawilla Trails MHP Application For Residential/Commercial Utility Service lAce aunt N urn ber III~:~iI!i~:!t~:~t:ml!f:~:t:~:~tlli!:!i:f::ilI!i!:!:!f:~:~:ml~:::~:~:!iI~:!:!:~f:~:~:~:~:!fi!i~:t:I~@ ~us tamer N umbe~:!ill!i!:!I:!:!iII~ffIlm!:!:!:!ffti:l:i!fi!I:II~:m!:1!It:~i::l~:~:~:~:~:~:~:~:~:~:~:~imI1I~:~ pwn Rent Manage Service Address Apt/Unit# Mailing Address If different include all details PRIMARY SECONDARY Customer Name: / 55#: DOB: Driver License # w /5tate: Phone Number: Fax Number: Email Address: Name: Adress: City /5tate: Phone: Employer Zip 1, the undersigned customer acknowledge and agree that I shall be financially responsible for any amounts due for utility services provided to my account and any accrued late fees or charges until termination of services is requested. Any deposit paid to secure utility services may be applied against any outstanding amount or debt reflected on the final billing and any remaining credit will be refunded together with any accrued interest at a rate not to exceed six (6) percent per annum as determined by the City of Winter Springs ("City"). The City hereby reserves the right to terminate or suspend any delinquent utility account and may assess late fees for any unpaid balances due as set forth under section 19-97, City of Winter Springs Code of Ordinances and the customer may appeal such delinquency or termination pursuant to Section 19-98 City of Winter Springs Code of Ordinances. The City or its assignee shall be entitled to enforce any claims or rights in order to collect any debt owed to the City under this account and may undertake any collection of any debt, including but not limited to reasonable attorney's fees, court costs and expenses. Customer's Signature Date Turn On Date Your Utility Bill is due upon receipt. Your account is considered late after 20 days from the date of the bill. A late fee of $5.00 or 5% per month, whichever Is greater, will be assessed on any amount past due. Accounts with a previous BALANCE DUE are considered late. Payment may be made at City Hall. If your account is not posted by 5pm on the date of the delinquent notice, your service is subject to disconnection and Imposition of a reconnection fee without further notice on the next business day. Full payment of the entire balance and associated fees is required to restore service. The City reserves the right to require certified funds. City Ordinance 2002-20 governs billing, collection and termination of service for nonpayment of utility bills. City Code See 19-98 governs appeals. Customers have the right to appeal their current month bill by making written application to Customer Service requesting a review within 10 days after the date of the bill Receipt Validalion Stamp City Resolution #849 governs water leak policy. No adjustment to a leak on customer side of meter will be permitted more than once a year or no more than twice within ten years. Service initiation or termination requires 24 hours advance notification. Same day service is our goal but is not guaranteed. Appointments or specific sched\tled limes for service are not perm i tted. EXHIBIT" B" Upon completion of twenty-five [25] months of service with no delinquencies during the previous twenty-four [24] months, the deposit will be applied to current account charges. A new deposit will be required to be paid before service discontinued for nonpayment can be restored and a new twenty-five [25] months of service will be required. .