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HomeMy WebLinkAboutMeritage Homes of Florida, Inc. (Winter Springs Village) Neighborhood Street Sign and Light Improvement Agreement-2012-05-21 NEIGHBORHOOD STREET SIGN AND LIGHT IMPROVEMENT AGREEMENT This Neighborhood Street Sign and Light Improvement Agreement ("Agreement") is made and entered into this day of , 20_, by and between the City of Winter Springs,a Florida municipal corporation("City"),and Meritage Homes of Florida,Inc.,a Florida corporation("Developer"). WITNESSETH: WHEREAS, Developer is the developer of that residential community and its related amenities known as "Winter Springs Village," located within the City of Winter Springs, Florida ("Development"); and WHEREAS, the City generally provides standard street signs and standard street lights located on City streets that traverse through the real property which constitutes the Development;and WHEREAS,Developer and the City desire to provide enhanced decorative street signs and decorative street lights at the Developer's expense under the terms and conditions herein; and WHEREAS, the parties acknowledge that this Agreement will improve the aesthetic appearance of the City's streets primarily for the benefit and enjoyment of Developer,the property owners in the Development, and incidentally to the rest of the citizens of Winter Springs. NOW THEREFORE,in consideration of the mutual promises set forth hereunder,and other good and valuable consideration, which the parties acknowledge has been exchanged, the parties agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein as a material part of this Agreement. Section 2. Definitions. The following words and phrases used herein shall have the following meaning unless the context clearly indicates otherwise: 2.1 "Progress Energy"shall mean Progress Energy and any successor and assign to the City's electric franchise. 2.2 "Sign Plate" shall mean the metal face plate of the street sign on which street names and other traffic symbols and/or language is written such as"stop" and speed limits. 2.3 "Street Light Base Rate"shall mean the actual cost charged by Progress Energy to Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida, Inc. Page 1 of 7 ' v maintain and operate a standard concrete pole and cobra fixture. Said costs include electric, equipment rental,maintenance,gross receipts tax and other associated charges imposed by Progress Energy in accordance with law. At the effective date of this Agreement,the Street Light Base Rate is equal to $13.91. The parties acknowledge that said base rate is subject to periodic adjustments by Progress Energy and the City of Winter Springs. Section 3. Scope of Project. The City and Developer agree that this Agreement may cover both decorative street signs and decorative street lights depending on what is specifically set forth in Exhibit "1". The City and Developer agree that Developer desires to purchase, install, maintain and operate the decorative street signs and street lights depicted and itemized in Exhibit "1",which is attached hereto and incorporated herein by this reference(the"Project"). The parties acknowledge that if decorative street signs are installed,they must comply with the standards of the Manual of Uniform Traffic Control Devices, latest edition, and the City of Winter Springs, and if decorative street lights are installed,they must be provided by Progress Energy and approved by the City of Winter Springs. Section 4. Developer's Obligations. Developer agrees to perform the following obligations: 4.1 Decorative Street Signs. To the extent that decorative street signs are part of this Agreement as provided on Exhibit "1", Developer agrees to fully cooperate with the City to purchase, install, and maintain 72 decorative street signs required by the Project as follows: (A) Developer agrees to purchase and install the decorative street signs required to complete the Project. (B) In the event any of the decorative street signs must be replaced or repaired due to damage, deterioration, or age prior to turn-over and assignment of this Agreement pursuant to Section 7 herein,Developer agrees to repair or replace the decorative street signs at its sole expense. Following turn-over and assignment of this Agreement pursuant to Section 7 herein,the Association shall pay the City the cost of the repairs or the cost of purchasing and installing the replacement decorative street signs. Association's payment shall be made within thirty(30) days of receipt of written notice from the City and prior to the replacement. Notwithstanding,following turn-over,the City will be responsible for the repair or replacement of any damaged, deteriorated, or aged street sign plate. All other components of the street sign including, but not limited to, the foundation, framing, and pole will be the responsibility of the Association. (C) Developer agrees to purchase and maintain an inventory of extra decorative street signs in an amount equal to ten percent (10%) of the total number of signs required by this Agreement. Such inventory shall be stored with the City and shall be used for future sign repairs and replacement for the Development. The City shall have the right to repair or replace any street sign required by this Agreement or to purchase and install any additional decorative street signs that the City Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida,Inc. Page 2 of 7 determines are needed for traffic safety purposes within the Development. In the event that a street sign must be replaced, repaired, or added and Developer has failed to maintain the inventory, the City shall have the unconditional right to make said repairs, replacement, or addition using a standard non-decorative street sign and recover the actual cost thereof from Developer. 4.2 Decorative Street Lights. To the extent that decorative street lights are part of this Agreement as provided on Exhibit"1",Developer agrees to fully cooperate with the City to acquire, install,maintain, and operate 87 decorative street lights required by the Project as follows: (A) Developer shall assume the full responsibility of maintaining the Progress Energy invoice for all of the street lights covered by the Project,including having the account placed in the name of Developer and making prompt and timely payments on said account. Upon turn-over to the Homeowners' or Community Association consistent with Section 7 of this Agreement, said Association shall assume responsibility for the street lights and have the account placed in its name. (B) Prior to turn-over and assignment of this Agreement pursuant to Section 7 of this Agreement,Developer shall be responsible for promptly reporting all broken or damaged street lights directly to Progress Energy. The City reserves the right to do the same in the event that Developer fails in said reporting responsibilities. Section 5. City's Obligations. Subject to Developer's compliance with its payment responsibilities set forth under this Agreement,the City agrees to perform the following obligations: 5.1 Following turn-over pursuant to Section 7 of this Agreement,the City agrees to pay the cost of purchasing replacement Sign Plates required for maintenance of the Project. 5.2 The City will assist Developer in coordinating with Progress Energy to acquire and install the decorative street lights. Conditioned upon completion of each of the following: (i) installation and the establishment of an account with Progress Energy;(ii)at least 75%of the homes being occupied by private owners; and(iii) all common areas being built to 100% completion, the City agrees to reimburse the Developer for the maintenance and operation of the decorative street lights in an amount equal and strictly limited to the Street Light Base Rate. The City shall not be obligated to reimburse Developer until each of the preceding conditions is met. The City shall make the reimbursement on a quarterly basis.However,with respect to any increase in the number of street lights above the number that were actually installed for Developer at the effective date of this Agreement,the City shall not be responsible for the Street Light Base Rate for the additional street lights unless the City agrees, in its discretion, that the additional light(s) were required to bring Developer's street light plan into conformance with Progress Energy's standard photometric requirements. Further,reimbursement shall only be made for those street lights that are operational at the time the conditions were met and only where Developer has provided proof of payment to the City. Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida,Inc. Page 3 of 7 Section 6. Title to Street Signs and Lights. The right, title and interest of the decorative street signs shall be vested in the City. The right,title and interest of the decorative street lights shall be vested in Progress Energy. Developer shall have no property interest in the decorative street signs and street lights. Section 7. Assignment of Agreement. Upon Developer's 100% completion of the Development(no onsite construction occurring or equipment remaining other than with respect to home construction) and turn-over to the Development's Homeowners' or Community Association ("Association"),Developer shall assign this Agreement to the Association and the Association shall be responsible for the Developer's obligations and commitments contained herein, whereupon Developer will have no further liability hereunder. Section 8. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the Winter Springs Code. The parties agree that venue shall be exclusively within Seminole County, Florida, for all state disputes or actions which arise out of or are based upon this Agreement,and in Orlando,Florida,for all such federal disputes or actions. Section 9. Amendments. This Agreement shall not be modified or amended except by written agreement executed by all parties hereto and approved by the City Commission or City Manager of the City of Winter Springs. Section 10. Entire Agreement;Headings. This Agreement contains the entire agreement between the parties as to the subject matter hereof. The Agreement may only bind the City if executed by the City Manager or Mayor of Winter Springs. Paragraph headings are for convenience of the parties only and are not to be construed as part of this Agreement. All references to whole paragraph numbers (e.g. 2) shall include all subparagraphs thereunder(e.g., 2.1). Section 11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the City shall have the unconditional right to terminate this Agreement, modify this Agreement with the Developer's or Association's consent, as applicable, or remain in the Agreement as modified by the court. Section 12. Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statues,or any other limitation on the City's potential liability under state or federal law. Said rights and limitations shall be deemed fully incorporated herein by this reference. Section 13. Notice. All notices and correspondence in connection with this Agreement must be in writing. Notice and correspondence shall be sent by first class mail or hand delivered at the addresses set forth below or at such other addresses as the parties hereto shall designate to each other in writing. Fonn 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida,Inc. Page 4 of 7 (a) If to the City: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708-2799 407-327-5976 (Phone) 407-327-6695 (Fax) (b) If to Developer: Meritage Homes of Florida, Inc. Attn: David Brown 5337 Millenia Lakes Blvd. # 160 Orlando, FL 32839 407-712-8664 (Phone) 407-712-8688 (Fax) With a copy to: Meritage Homes of Florida, Inc. Attn: Regional Counsel 17851 N. 85th Street, Suite 300 Scottsdale, AZ 85255 480-515-8008 (Phone) 480-375-2915 (Fax) Section 14. Waiver Any forbearance by the City in exercising any right or remedy under this Agreement shall not constitute a waiver of or preclude the exercise of any right or remedy. Section 15. City's Right to Seek Equitable Relief and Special Assessment. Developer agrees,acknowledges and recognizes that any breach of this Agreement by Developer may result in irreparable harm to the City. Developer agrees that in addition to and not in lieu of all legal and equitable remedies available to City by reason of such breach, City shall be entitled to equitable relief (including, without limitation, specific performance and injunctive relief) to enjoin the occurrence and condition of the breach. Further,in the event Developer fails to make any payments that are required herein, Developer acknowledges and agrees that the decorative street signs and street lights provide a special benefit to the Association and its members and that said special benefit is shared proportionately by all property owners within the Development. In the event that the City determines that Developer has not made the payments required by this Agreement,the City reserves the unconditional right to assess Developer and the Development's individual property owners for Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida,Inc. Page 5 of 7 Developer's costs for the decorative street signs and street lights. In the event the City is required to initiate an assessment, Developer agrees to fully support the assessment and Developer shall not contest, challenge or intervene in the assessment process. Further, in the event that Developer defaults on any street light account with Progress Energy which is covered by this Agreement, the City shall also,at its sole discretion,have the right to transfer said accounts into the City's name and thereby assume all the rights afforded an account holder. Section 16. Attorneys Fees. The prevailing party in any litigation arising under this Agreement shall be entitled to recover its reasonable attorneys'and paralegal fees and costs,whether incurred at trial or appeal. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written a►. e. WIT S: DEVELOPER: / . • - o .;,:,- on.., Inc. AV,(A S. —Iry� 4301...- %. . . e Print Name/Title: t,,A/ P>�ni lS \ . , r----_,,. D\i lsl oN) S1 D 4T" e. _ ,DFFV 1i, v01\14 E Print Name STATE OF FLOR COUNTY OF c- The foregoing instrument was acknowledged before me this 2l day of IAA\ , 20 12 , by C LV T x' 54-I , as 1Dhasu t FiaVSITEArof Meritage Homes of Florida, Inc.,who executed the foregoing instrument and acknowl ged before me that he/she executed the same for the uses and purposes therein expressed and who is personally known to me or 0 who has produced as identification and who did not take an oath. lik illope. (NOTARY SEAL) • •.,v v vv v v v... ..,V V V V Notary Public Signature se" NotaryPubfcStateofFlorida r �ekte(„ My Co eP sionE �� v M y CommissionEE036864 �'eoF0.0 Expires1012412014 .v,," Typed or Printed Notary Name Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs-Meritage Homes of Florida, Inc. Page 6 of 7 i CITY OF WINTER SPRINGS, a Q_ a Florida Municipal Cor lion: Print Name By: ` City s�nager 4A» L0Ckc f� Print Name / STATE OF FLORIDA COUNTY OF SEMINOLE The for going instrume t was acknowledged before me this day of /La-P-4-- 20 , by lid L, , City Manager of Winter S• 'rigs, Florida, who is personally known to me. (NOTARY SEAL) �- Notary P •lic Signature Notary Public Stag of Florida Andrea LorenzaLueces d E y C`mmissionEE017574 C"C/4(--A n ` /09O Typed or Printed Notary Name Form 04/12 Neighborhood Street Sign and Light Improvement Agreement City of Winter Springs—Meritage Homes of Florida,Inc. Page 7 of 7 MeritageHomes C O R P O R A T I O N N Exhibit 1 Neighborhood Street Sign and Light Improvement Agreement PH I PH II Total Decorative Street Lights 49 38 87 Stop Signs 21 11 32 Speed Limit Signs 8 5 13 Do Not Enter Signs 8 8 Cross Walk 4 3 7 No Outlet 1 1 Chevrons (Road End) 2 2 Directional 1 1 9 Dot (Street Termination) 8 8 Total Number of Street Signs 72 Signs l I I ---'1' !3 ft-I ir if alb 11 A I 111! ilJtiji1 1 1 P/ 1 1 1Rt � II' i;; : 1'11iib1 I ll . I 1.11Mitenconeld 1111... "Ill 7f1 I i II U ento•••1II1,7• a C 11111 I i lil , ,. ......— .„.,,,,_ _ 1 AL:-,..,.,,,_ 1 di , .“ *It S,. * — li . .10 or p W ell • .4421V' 1. b Itib,: . \ 404 M 4.t t . • ■ • ss ti '� « �TO 114*41. e. , #110* . ' ° w MN *c 4k xk • , Wre‘ Ma �� ,----- ; nri , , Hu , • 444144.44,_ "4.-05-,w 'k ,#4,101,,, . 41 .,v 4:11„,. it * '.-----„,„,„,,,,,,,, k lj{j 0,, .. . i ., . , , 4th,,44t7 4 AP qv*? 04. 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