HomeMy WebLinkAboutSeminole Pines Associates Sale & Purchase Agreement Tuskawilla Trails Water System -2004 03 11
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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
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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
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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. .
,.
"
BROWN, SALZMAN, WEISS & GARGANESE, P.A.
Attornrys at Law
Usher L. Brown ·
Jeffrey P. Buak"
Suzanne D'AgrestaD
Anthony A. GarganeseD
Gary S. Salzmano
John H. Ward ·
Jeffrey S. Weiss
Offices in Orlando, Kissimmee,
Cocoa & Viera
.Board Certified Civil Trial Lawyer
oBoard Certified Business Litigation Lawyer
DBoard Certified City, County & Local Government Law
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MAY '-0
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C!liii,Qf 0,. ,,"Nt_,. ..
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Cte~
Debra S. Babb-Nutcher
Joseph E. Blitch
John U. Biedenharn, Jr.
Lisa M. Fletcher
Douglas Lambert
Katherine Latorre
Melanie A. Mucario
Michelle A. Reddin
Kimberly F. Whitfield
Erin J. O'Leary
J. W. Taylor
Of Counsel
May 19, 2004
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Re: Tuskawilla Trails, Phase II, and Water System Purchase Agreement
City of Winter Springs lOur File No. 315-018
Dear Andrea:
Enclosed please find the following documents between the City of Winter Springs
and Seminole Pines Associates, Ltd.:
1. Original Sale and Purchase Agreement, Tuskawilla Trails Water System;
2. Original First Modification to Sale and Purchase Agreement, Tuskawilla
Trails Water System;
3. Original Bill of Sale from Seminole Pines Associates, Ltd. to the City of
Winter Springs for the Water System;
4. Original recorded Utility Easement Agreement from Seminole Pines
Associates, Ltd. to the City of Winter Springs for the Phase I property; and
5. Original recorded Public Utility Easement Agreement from Seminole Pines
Associates, Ltd. to the City of Winter Springs for Phase II.
These original documents are being forwarded to your office for safekeeping.
225 East Robinson Street, Suite 660. P.O. Box 2873. Orlando, Florida 32802-2873
Orlando (407) 425-9566 Fax (407) 425-9596 . Kissimmee (321) 402-0144 . Cocoa & Viera (866) 425-9566
Website: www.orlandolaw.net . Email: firm@orlandolaw.net
"
.
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
May 19, 2004
Page 2
If you have any questions regarding this matter, please do not hesitate to contact
my office.
Anthony A. Garganese
City Attorney
AAG:jf
Enclosures
cc: Kip Lockcuff, Public Works/Utility Director (w/enclosures)
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
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
SPRIN GS, a Florida municipal corporation ("Grantee") having a mailing address of 1126 East State
Road 434, Winter Springs, Florida 32708,
WITNESSETH:
WHEREAS, Grantor 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
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EXHIBIT "e"
'.
3. Purpose of Easement. This Easement is granted for the express and sole purpose
of allowing Grantee a nonexclusive perpetual use of the Easement Property to connect Grantee's
. . ..
public utilities. It is also the express purpose of this Easement to provide Grantee reasonable ingress
and egress to, over, across, under and from the Easement Property for the sole purpose stated herein.
4. Ri2hts 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 of this Agreement, Grantor hereby reserves for itself the 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 subject 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 th~
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 and, 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
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installation 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 of time, 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 locatio!l and all pertinent and
material details of transmission lines and pipes and other improvements 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 shall 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 Easement, 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 may re-record it at any time as may be required to preserve
its rights in this Easement.
Seminole Pines Associates, Ltd. Easement
City of Winter Springs
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8. Sovereien Immunitv. Nothing contained in this Easement shall be construed as a
waiver of the Grantee's right to sovereign immunity under 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 harmless 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 default, there may not 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 are given with respect
to this Agreement shall be effective only if in 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
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or to ,such other address as such party shall have specified most recently by like Notice. The
aforesaid attorneys for 'the parties hereto are hereby respectively authorized to 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 the date so 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 terminated
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 for complying with any local,
state, or federal permit requirements, obligations, and duties (if any) related to the installation,
operation, maintenance, or repair of the public utilities and related appurtenances located within the
Easement Property.
15. Entire A&reement. 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
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, IN WITNESS WHEREOF, Grantor and Grantee have set their respective hands on the day
and year first above written.
WITNESSES:
GRANTEE
- ,
:.
, CITY OF WJNTRRSPRIN9S, Fl.ORIDA
ST:
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LORENZO-LUACES City Clerk
GRANTOR
SEMINOLE PINES ASSOCIATES, LTD.
WITNESSES:
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
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