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Home My WebLink About2018 06 11 Consent 303 Integra 360 Neighborhood Public Street and Light Improvement Agreement &200,66,21$*(1'$ ,QIRUPDWLRQDO &RQVHQW ; ,7(0 3XEOLF+HDULQJV 5HJXODU -XQH.6%) 5HJXODU0HHWLQJ&LW\0DQDJHU'HSDUWPHQW 5(48(67 7KH&RPPXQLW\'HYHORSPHQW'HSDUWPHQWLVUHTXHVWLQJWKDWWKH&LW\&RPPLVVLRQDSSURYH D1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW,PSURYHPHQW$JUHHPHQWZLWKWKH,QWHJUD GHYHORSHU&,3:LQWHU6SULQJV2ZQHU//& 6<1236,6 7KH,QWHJUD$SDUWPHQWVSURMHFWLQFOXGHVHQKDQFHGLPSURYHPHQWVLQWKHSXEOLFVWUHHWV LQFOXGLQJGHFRUDWLYHVWUHHWOLJKWVGHFRUDWLYHVLJQDJHODQGVFDSLQJKDUGVFDSLQJDQGRWKHU LPSURYHPHQWV7KHVXEMHFWDJUHHPHQWZKLFKLVDUHTXLUHPHQWRIWKH38''HYHORSHU V $JUHHPHQWPHPRULDOL]HVWKH'HYHORSHU VFRQVWUXFWLRQDQGPDLQWHQDQFHREOLJDWLRQVIRUWKH HQKDQFHGVWUHHWLPSURYHPHQWV &216,'(5$7,216 7KH,&,,QWHJUD38'2UGLQDQFH0DVWHU3ODQDQG'HYHORSHU V$JUHHPHQWZDV z DSSURYHGE\WKH&LW\&RPPLVVLRQRQ-DQXDU\7KH'HYHORSHU V$JUHHPHQW UHTXLUHVWKHLQVWDOODWLRQRIHQKDQFHGLPSURYHPHQWVWRWKHSXEOLFULJKWRIZD\VHFWLRQV RIWKHDFFHVVURDGVLQFOXGLQJGHFRUDWLYHVWUHHWOLJKWLQJGHFRUDWLYHVLJQDJH ODQGVFDSLQJKDUGVFDSLQJLUULJDWLRQDQGGHFRUDWLYHVWULSLQJ7KH'HYHORSHU V $JUHHPHQWUHTXLUHVWKH'HYHORSHUWRHQWHULQWRDVHSDUDWHDJUHHPHQWIRUSXUSRVHVRI FRQVWUXFWLQJDQGPDLQWDLQLQJDWWKH'HYHORSHU¶VH[SHQVHWKHHQKDQFHGVWUHHW LPSURYHPHQWV $WWKH-DQXDU\&LW\&RPPLVVLRQPHHWLQJWKH&RPPLVVLRQDSSURYHGD z VWDQGDUG1HLJKERUKRRG6WUHHW6LJQDQG/LJKW,PSURYHPHQW$JUHHPHQW 166/,$ IRU ŽŶƐĞŶƚϯϬϯW'ϭK&ϯͲ:ƵŶĞϭϭ͕ϮϬϭϴ WKH,QWHJUDSURMHFWZKLFKFRYHUHGRQO\WKHGHFRUDWLYHVWUHHWOLJKWV7KHHQFORVHG 1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW,PSURYHPHQW$JUHHPHQWUHSODFHVWKH166/,$ LQLWVHQWLUHW\DQGLVLQWHQGHGWRFRYHUWKHGHFRUDWLYHVWUHHWOLJKWVSOXVDOORWKHU HQKDQFHGSXEOLFVWUHHWLPSURYHPHQWVUHTXLUHGIRUWKHSURMHFW 8QGHUWKHWHUPVRIWKH1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW,PSURYHPHQW z $JUHHPHQWWKH'HYHORSHULVUHTXLUHGWRFRQVWUXFWDQGPDLQWDLQWKHIROORZLQJ HQKDQFHGVWUHHWLPSURYHPHQWVPRVWRIZKLFKKDYHDOUHDG\EHHQLQVWDOOHG 'HFRUDWLYHVLJQDJHLQWKHSXEOLFVWUHHWV { 'HFRUDWLYHVWUHHWOLJKWVLQWKHSXEOLFVWUHHWV WRWDO { 8UEDQGHVLJQIHDWXUHVLQWKHURXQGDERXWLQFOXGLQJDQ\GHFRUDWLYHFRQFUHWH { SDYHPHQWEULFNSDYHUVGHFRUDWLYHFURVVZDONVDQGDOOODQGVFDSLQJDQG LUULJDWLRQLQWKHFHQWUDOLVODQG %ULFNSDYHUVLQWKHSXEOLFVWUHHWV { $OOODQGVFDSLQJDQGLUULJDWLRQLQWKHSXEOLFVWUHHWVLQFOXGLQJZDWHU { FRQVXPSWLRQPDLQWHQDQFHLQFOXGHVPRZLQJZHHGLQJWUHHWULPPLQJDQGRWKHU VHUYLFHVQHFHVVDU\WRPDLQWDLQWKHODQGVFDSLQJDVVKRZQRQWKHDSSURYHG)LQDO (QJLQHHULQJ3ODQV 'HFRUDWLYHFURVVZDONVWULSLQJLQWKHSXEOLFVWUHHWV { 7KH,QWHJUDSURMHFWLVH[SHFWHGWREHFRPSOHWHE\WKHHQGRI-XO\ z 7KH1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW,PSURYHPHQW$JUHHPHQWLVVXEMHFWWR z PLQRUUHYLVLRQVRIWKHOHJDOWHUPVEDVHGRQWKHILQDOUHYLHZDQGDSSURYDOE\WKH&LW\ $WWRUQH\ ),6&$/,03$&7 7KHVWUHHWOLJKWH[SHQGLWXUHIRUWKHQHZWKHSXEOLFVWUHHWVZLOOEHDOVRDYDLODEOHRQWKH&LW\¶V:HEVLWH/DVHU)LFKHDQGWKH&LW\¶V 6HUYHUKDVEHHQVHQWWRDSSOLFDEOH&LW\6WDII0HGLD3UHVV5HSUHVHQWDWLYHVZKRKDYH UHTXHVWHG$JHQGDV$JHQGD,WHPLQIRUPDWLRQ+RPHRZQHU¶V$VVRFLDWLRQV5HSUHVHQWDWLYHV RQILOHZLWKWKH&LW\DQGDOOLQGLYLGXDOVZKRKDYHUHTXHVWHGVXFKLQIRUPDWLRQ7KLV LQIRUPDWLRQKDVDOVREHHQSRVWHGRXWVLGH&LW\+DOOSRVWHGLQVLGH&LW\+DOOZLWKDGGLWLRQDO FRSLHVDYDLODEOHIRUWKH*HQHUDO3XEOLFDQGSRVWHGDWILYH GLIIHUHQWORFDWLRQVDURXQGWKH &LW\)XUWKHUPRUHWKLVLQIRUPDWLRQLVDOVRDYDLODEOHWRDQ\LQGLYLGXDOUHTXHVWRUV&LW\6WDII LVDOZD\VZLOOLQJWRGLVFXVVWKLV$JHQGD,WHPRUDQ\$JHQGD,WHPZLWKDQ\LQWHUHVWHG LQGLYLGXDOV ŽŶƐĞŶƚϯϬϯW'ϮK&ϯͲ:ƵŶĞϭϭ͕ϮϬϭϴ 5(&200(1'$7,21 6WDIIUHFRPPHQGVWKH&LW\&RPPLVVLRQDSSURYHWKH1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW ,PSURYHPHQW$JUHHPHQWZLWK&,3:LQWHU6SULQJV2ZQHU//&VXEMHFWWRILQDO UHYLHZDQGDSSURYDOE\WKH&LW\$WWRUQH\DQGDXWKRUL]HWKH&LW\0DQDJHUDQG&LW\ $WWRUQH\WRSUHSDUHDQGH[HFXWHDQ\DQGDOODSSOLFDEOHGRFXPHQWV $77$&+0(176 $WWDFKPHQW$1HLJKERUKRRG3XEOLF6WUHHWDQG/LJKW,PSURYHPHQW$JUHHPHQW ŽŶƐĞŶƚϯϬϯW'ϯK&ϯͲ:ƵŶĞϭϭ͕ϮϬϭϴ ß¬¬¿½¸³»²¬ ß Prepared by and Return to: Anthony A. Garganese, City Attorney Garganese, Weiss, D’Agresta & Salzman, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, Florida 32802 NEIGHBORHOOD PUBLIC STREET AND LIGHT IMPROVEMENT AGREEMENT This Neighborhood Public Street and Light Improvement Agreement (“Agreement”) City is made and entered into this _____ day of __________________, 2018, by and between the of Winter SpringsCIP 2014/Winter Springs 360 , a Florida municipal corporation (“City”), and Owner, LLC, a Delaware limited liability company (“Developer”). WITNESSETH: WHEREAS , Developer is the developer of the Integra 360 Multi-Family Residential apartment project (“Development” or “Project”) located within the City of Winter Springs, Florida which is described as Parcel A (Multi-Family Residential, Conservation) in the Developer’s Agreement defined below; and WHEREAS , the City generally provides standard street improvements and standard street lights located on City public streets that traverse through the real property which constitutes the Development; and WHEREAS, the Development is subject to a PUD Developer’s Agreement, dated January 25, 2016, which was adopted pursuant to City Ordinance No. 2015-08, and recorded in the Official Public Records of Seminole County, Florida at Official Record Book 827, Pages 950-980 (“Developer’s Agreement”); and WHEREAS, Section 5 of the Developer’s Agreement requires the Developer to enter into this Agreement for purposes of constructing and maintaining, at Developer’s expense, enhanced design features and landscaping on the public streets and roundabout constructed for the Project approved by the City including, but not limited to, decorative street lights and signage, urban design features incorporated into the roundabout, brick pavers, landscaping and related irrigation, and other enhanced design features; and WHEREAS , the parties acknowledge that this Agreement will improve the aesthetic appearance of the City’s streets primarily for benefit and enjoyment of Developer, the other property owners subject to the Developer’s Agreement, and incidentally to the rest of the citizens of Winter Springs. NOW THEREFORE , in consideration of the mutual promises set forth hereunder, and Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page1of9 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: [[600,743,946,800][12][B,I,][Times New Roman]]“Duke Energy” 2.1 shall mean Duke Energy and any successor and assign to the City’s electric franchise. “Property”Exhibit “A” 2.2 shall mean the real property legally described on which is attached hereto and fully incorporated herein by this reference. [[617,1088,907,1145][12][B,I,][Times New Roman]]“Sign Plate” 2.3 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. [[595,1260,1145,1317][12][B,I,][Times New Roman]]“Street Light Base Rate” 2.4 shall mean the actual cost charged by Duke Energy to 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 Duke Energy in accordance with law. At the effective date of this Agreement, the Street Light Base Rate is equal to $13.64. The parties acknowledge that said base rate is subject to periodic adjustments by Duke Energy and the City of Winter Springs. Section 3.Scope of Project . The City and Developer agree that this Agreement shall run with and bind the Property. Further, this Agreement covers both enhanced decorative public street improvements, signs, landscaping and irrigation, and decorative street lights pursuant to the requirements of the Developer’s Agreement (“Enhanced Improvements”). The Enhanced Improvements are specifically stated in Section 4 of this Agreement. The City and Developer agree that Developer purchased, installed, and will maintain and operate the Enhanced Improvements for the life of the Project approved by the Developer’s Agreement. The parties acknowledge that all decorative street signs installed on public streets must comply with the standards of the Manual of Uniform Traffic Control Devices, latest edition, and the City of Winter Springs, and all decorative street lights must be provided by Duke Energy and approved by the City of Winter Springs. Section 4. Developer’s Obligations . Developer agrees to perform the following obligations: 4.1[[599,2525,1168,2582][12][B,I,][Times New Roman]]Enhanced Improvements. Developer agrees to the following: (A) Developer acknowledges and agrees that pursuant to Section 5 of the Developer’s Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page2of9 Agreement, Developer constructed the following Enhanced Improvements: Decorative signage in the public streets Decorative streetlights in the public streets (20 total) Urban design features in the roundabout, including any decorative concrete pavement, brick pavers, decorative crosswalks, and all landscaping and irrigation in the central island Brick pavers in the public streets All landscaping and irrigation in the public streets, including water consumption; maintenance includes mowing, weeding, tree trimming, and other services necessary to maintain the landscaping as shown on the approved Final Engineering Plans Decorative crosswalk striping in the public streets (B) Developer shall assume the full responsibility of maintaining the Enhanced Improvements including, but not limited to, water consumption, mowing, weeding, tree trimming, and other services necessary to maintain the landscaping as shown on the Final Engineering Plans. As such, in the event any of the Enhanced Improvements must be replaced or repaired due to damage, deterioration, or age, Developer agrees to promptly and timely repair or replace the Enhanced Improvements at its sole expense. For purposes of this Agreement, the phrase “public streets” shall mean, with respect to Developer’s obligations hereunder, the public right-of-way for Integra Land Way and Spring Pond Road only. (C) With respect to the street lights covered by the Project, Developer shall assume the full responsibility of maintaining the Duke Energy invoice covering said street lights, including having the account placed in the name of the Developer and making prompt and timely payments on said account. Following turn-over and assignment of this Agreement pursuant to Section 7 herein, the new owner of the Development shall assume responsibility for the street lights and have the account placed in its name. Developer shall also be responsible for promptly reporting all broken or damaged street lights directly to Duke Energy. The City reserves the right to do the same in the event that Developer fails in said reporting responsibility. (D) With respect to street signs covered by the Project, in the event that a street sign must be replaced, repaired, or added, and Developer has failed to perform the necessary repair, replacement, or addition, the City shall have the unconditional right to make said repairs, replacement, or addition using decorative or a standard non-decorative street sign and recover the actual cost thereof from Developer. (E) In the event that the Developer has failed to perform the necessary repair or replacement of any of the Enhanced Improvements as required by Subsection (B) above, the City shall have the right, but not obligation, to make said repairs or replacement and recover the actual Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page3of9 cost thereof from Developer. Prior to exercising said right, the City shall provide the Developer written notice and an explanation of the specific default and at least thirty (30) days in which to cure the default. If Developer fails to cure the default by the end of the cure period, the City can exercise its rights to repair and replace at any time thereafter. 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 the initial purchase and installation of the decorative street signs by Developer, the City agrees to pay the cost of purchasing replacement Sign Plates required for maintenance of the Project. All other components of the street sign including, but not limited to, the foundation, framing, and pole will be the responsibility of the Developer. 5.2 The City will assist Developer in coordinating with Duke 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 Duke Energy; and (ii) all common areas of 100% the Project being built to 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 Duke Energy’s standard photometric requirements. Further, reimbursement shall only be made for those street lights that are operational and only where Developer has provided to the City proof of payment. 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 Duke Energy. Developer shall have no property interest in the decorative street signs and street lights. Section 7. Recordation; Assignment of Agreement. This Agreement shall be recorded by the City in the Official Records of Seminole County, Florida and said Agreement shall run with the Property. Further, upon sale of the Development by Developer, Developer shall assign this Agreement to the buyer thereof and such buyer shall be responsible for the Developer’s obligations and commitments contained herein. Section8. 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 Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page4of9 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. Section10 Entire Agreement; Headings. .This Agreement contains the entire agreement between the parties as to the subject matter hereof. Further, this Agreement is intended to, and shall, supersede the prior Neighborhood Street Light Improvement Agreement between the parties, dated January 10, 2018, which is hereby deemed terminated. 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 Association’s consent, 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. Section13. 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. (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) Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page5of9 (b)If to Developer: c/o Integra 360 Development, Inc. Attention: David G. McDaniel 1525 International Drive, Suite 2001 Lake Mary, Florida 32746 407-833-3927 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 Enhanced Improvements provide a special benefit to the Property and Community 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 Developer’s costs for the repair or replacement of any of the Enhanced Improvements. 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 Duke 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. [Signature Page Follows] Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page6of9 IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above. WITNESSES: DEVELOPER CIP 2014/Winter Springs 360 Owner LLC _____________________________, a Delaware limited liability company By: CIP 2014/Winter Springs 360 Holdings LLC, _____________________________ Print NameA Delaware limited liability company, its sole member By:Winter Springs 360 Operator LLC [[2188,1318,2300,1375][12][,I,][Times New Roman]], a Delaware Limited liability company, its Administrative Manager _____________________________ _____________________________ Print Name By: _____________________________ David G. McDaniel, Authorized Person STATE OF FLORIDA COUNTY OF ___________________ The foregoing instrument was acknowledged before me this ____ day of _____________, 2018, by David G. McDaniel, as Authorized Person of Winter Springs 360 Operator, LLC, a Delaware limited liability company, administrative manager of CIP 2014/Winter Springs 360 Holdings LLC, a Delaware limited liability company, sole member of CIP 2014/Winter Springs Owner LLC, a Delaware limited liability company, and who is personally known to me and who did not take an oath. (NOTARY SEAL) ___________________________________ Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page7of9 Notary Public Signature ___________________________________ Typed or Printed Notary Name _____________________________ CITY OF WINTER SPRINGS, _____________________________ a Florida Municipal Corporation: Print Name ________________________________ _____________________________Kevin L. Smith, City Manager _____________________________ Print Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this ____ day of ____________, 2018, by___________________, City Manager of Winter Springs, Florida, who is personally known to me. (NOTARY SEAL) ___________________________________ Notary Public Signature ___________________________________ Typed or Printed Notary Name Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page8of9 EXHIBIT A Property Description Lot 1 and Tract D, WINTER SPRINGS – INTEGRA, according to the Plat thereof, as recorded in Plat Book 80, Pages 73 through 78, inclusive, Public Records of Seminole County, Florida. Neighborhood Public Street and Light Improvement Agreement City of Winter Springs Page9of9