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HomeMy WebLinkAboutWinter Springs Water and Sewer East0 si WINTER SPRINGS WATER & SEWER EAST UPDATED 10 -10 -94 DEVELOPER AGREEMENTS N0. DEVELOPER NAME ASSIGNMENTS OF AGREEMENT DATE CAPACITY PURCHASED WATER SEWER 1 W.S. DEVELOPMENT JOINT VENTURE 04 -26 -90 ADDENDUM TO AGREEMENT 09 -17 -93 1A* GEORGE WIMPEY OF FLORIDA 04 -23 -92 70 ERC'S 70 ERC'S 1B* THE HAYLYN DEVELOPMENT CORP. 11 -25 -92 80 ERC'S 80 ERC'S 1C* ROBERT A YEAGER 8 -31 -93 300 ERC'S 300 ERC'S 1D* INTOMM, INC 09 -3 -93 300 ERC'S 300 ERC'S 1 E* TUSCAWILLA BEND 10 -13 -93 0 ERC'S 67 ERC'S 1 F* PULTE HOMES O4 -28 -94 138 ERC'S 82.5 ERC'S 1G* PULTE HOMES O4 -28 -94 0 ERC'S 55.5 ERC'S 1H* INTOMM, INC 09 -29 -94 16 ERC'S 16 ERC'S 1 I* ROBERT A YEAGER 10 -06 -94 50 ERC'S 50 ERC'S 2 HOOKER HOMES, INC. 4 -23 -90 196 ERC'S 196 ERC'S 2A *TRI -PARTY SEWER AGREEMENT 3 -31 -93 3 BEL -AIRE HOMES /OAK FOREST 4 -23 -90 100 ERC'S 100 ERC'S 3A* THE RYLAND GROUP INC /OAK FOREST 3 -16 -93 16,200 27,000 4 WINTER PARK HOLDING /CHESTNUT RIDGE 8 -25 -92 26,000 15,600 5 CHELSEA PARC AT TUSCAWILLA/PHASE II 2 -20 -93 10,000 6,000 6 GEORGE WIMPEY OF FLORIDA/GEORGETOWN UNIT 3 6 -1 -93 39,000 23,400 7 8 9 10 0- NANT9i SPRINGS WATER &SEWER EAST DEVELOPER AGREEMENTS DEVELOPER NAME NO. ( *) ASSIGNMENTS OF AGREEMENT 1 W.S. DEVELOPMENT JOINT VENTURE ADDENDUM TO AGREEMENT 1 A* GEORGE WIMPEY OF FLORIDA 1 B* THE HAYLYN DEVELOPMENT CORP. 1C* ROBERT A YEAGER 1 D* INTOMM, INC 1 E* TUSCAWILLA BEND 1 F* PULTE HOME CORP. GROUP I 1 G* PULTE HOME CORP. GROUP II 2 HOOKER HOMES, INC. 2A* TRI -PARTY SEWER AGREEMENT 3 BEL -AIRE HOMES /OAK FOREST 3A* THE RYLAND GROUP INC /OAK FOREST 4 WINTER PARK HOLDING /CHESTNUT RIDGE 5 CHELSEA PARC AT TUSCAWILLA/PHASE II 6 GEORGE WIMPEY OF FLA. /GEORGETOWN UNIT 3 7 8 9 10 6 DATE UPDATED 5 -09 -94 CAPACITY PURCHASED WATER SEWER 4 -26 -90 196 ERC'S 9 -17 -93 3 -31 -93 4 -23 -92 70 ERC'S 11 -25 -92 80 ERC'S 8 =31 -93 300 ERC'S 9 -3 -93 300 ERC'S 10 -13 -93 0 ERC'S 4 -28 -94 138 ERC'S 4 -28 -94 0 ERC'S 70 ERC'S 80 ERC'S 300 ERC'S 300 ERC'S 67 ERC'S 82.5 ERC'S 55.5 ERC'S 4 -23 -90 196 ERC'S 196 ERC'S 3 -31 -93 4 -23 -90 100 ERC'S 100 ERC'S 3 -16 -93 16,200 27,000 8 -25 -92 26,000 15,600 2 -20 -93 10,000 6,000 6 -1 -93 39,000 23,400 WINTER SPRINGS WATER & SEWER EAST DEVELOPER AGREEMENTS UPDATED 12/3/93 DEVELOPER NAME NO. ( * ) ASSIGNMENT'S OF AGREEMENT DATE ----------------------------------------------------------- 1 W.S. DEVELOPMENT JOINT VENTURE 4 -26 -90 ADDENDUM TO AGREEMENT 9 -17 -93 1A* GEORGE WIMPEY OF FLORIDA 4- -23 -92 1B* 'THE HAYLYN DEVELOPMENT CORP. 11-25"92 1C* ROBERT A YEAGER 8 -31 -93 1D* INTOMM , INC 9--3 -93 1E* T'USCAWI'LLA BEND 10 -13 -93 2 HOOKER HOMES, INC. 4 -23 -90 2A *TRI- PARTY SEWER AGREEMENT 3 -31 -93 3 BEL -AIRE HOMES /OAK FOREST 4 -23 -90 3A* 'THE RYLAND GROUP INC /OAK FOREST 3 -16 -93 4 WINTER PARK HOLDING /CHESTNUT RIDGE 8-25"92 5 CHELSEA PARC AT TUSCAWILLA /PHASE 1I 2 -20 -93 6 GEORGE WIMPEY OF FLORIDA /GEORGETOWN UNIT 3 6 -1 -93 7 1E* Bond obtained by Intomm,Inc. in connection with Assignment and Assumption Agreement relating to water and sewer services m a r n -- MW A n cxA e.navm dcA,8 0�-1) -q3 has been aaL4 Yo the WSaSv and 23 - C arnbr i� T. VeloPmenf was fernove , -T-ilan�s� "beY. WINTER SPRINGS WATER & SEWER.EAST UPDATED 10 -04 -93 DEVELOPER AGREEMENTS DEVELOPER NAME CAPACITY PURCHASED NO. ( *) ASSIGNMENTS OF AGREEMENT DATE WATER SEWER --------------------------------------------------------------------------------- i W.S. DEVELOPMENT JOINT VENTURE 4 -26 -90 ADDENDUM TO AGREEMENT 9 -17 -93 1A* GEORGE WIMPEY OF FLORIDA 4 -23 -92 70 ERC'S 70 ERC'S IB* THE HAYLYN DEVELOPMENT CORP. 11 -25 -92 80 ERC'S 80 ERC'S 1C* ROBERT A YEAGER 8 -31 -93 300 GROUP I ERC'S ID* INTOMM, INC 9 -3 -93 300 GROUP I ERC'S 2 HOOKER HOMES, INC. 4 -23 -90 196 ERC' S 196 ERC' S 3 BEL —AIRE HOMES /OAK FOREST 4 -23 -90 100 ERC'S 100 ERC'S 3A* THE RYLAND GROUP INC /OAK FOREST 3 -16 -93 16,200 27,000 4 WINTER PARK HOLDING /CHESTNUT RIDGE 8 -25 -92 26,000 15,600 5 CHELSEA PARC AT TUSCAWILLA /PHASE II 2 -20 -93 10,000 6,000 6 GEORGE WIMPEY OF FLORIDA /GEORGETOWN UNIT 3 6 -1 -93 399000 23,400 7 W.S. Development & Tuscawilla Bend 10/13/93 - - -- 8 9 10 1E* Bond obtained by Intomm,Inc. in connection with Assignment and Assumption Agreement relating to water and sewer services m a r n -- MW A n cxA e.navm dcA,8 0�-1) -q3 has been aaL4 Yo the WSaSv and 23 - C arnbr i� T. VeloPmenf was fernove , -T-ilan�s� "beY. 1 6 0 DEVELOPER AGREEMENT THIS AGREEMENT made and entered into this day of _ / —, by and between George Wimpey of Florida, Inc. hereinafter referred to as "Developer ", and CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation, hereinafter referred to as the "City ". WHEREAS, Developer owns or controls lands located in Seminole County, Florida and described in Exhibit "A" attached hereto and made a part hereof as if fully set out in this para- graph and hereinafter referred to as the "Property ", and Developer intends to develop the Property by erecting thereon, individually metered residential units, general service units, or combination of these; and WHEREAS, Developer has officially requested that the City provide central water distribution and sewage collection service for Developer's property herein described in Exhibit "A "; and WHEREAS, the City is willing to provide, in accordance with Co the provisions of this Agreement central water and sewer services Cr} �y the Property and thereafter operate applicable facilities so Co "at the occupants of the improvements on the Property wirll meceive an adequate water supply and sewage collection and Visposal service from the City; and LJ --I (7) WHEREAS, Developer's project and the receipt of water and r` -sewer service is contingent upon the construction and utilization b1f existing and contemplated water and sewage service facilities �{ wand the availability of capacity of those facilities; C'^ ' NOW THEREFORE, for and in consideration of the premises, the mutual undertakings and agreements herein continued and assumed, the Developer and the City hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement cV and apply unless the context indicates a different meaning: a °" (a) "Consumer Installation" - All facilities 0 ordinarily on the consumer's side of the point of delivery. M (b) " Contribution -in- aid -of- Construction (CIAC)" - The c� sum of money and /or the value of property represented by the cost of the water distribution and sewage collection systems including lift stations and treatment plants constructed or to be constructed by a Developer or owner, which Developer or owner transfers, or agrees to transfer, to the City at no cost to the City, in order to induce the City to provide utility service to specified property. ERC's for the Property shall be subject to factoring as mutually agreed upon by the City and the Developer, if 1 (c) "Development Phase" - A subdivision or C=30 construction phase of the construction of utility facilities co on property. co M (d) "Equivalent Residential Connection (ERC)" - A factor used to convert a given average daily flow (ADF) to .�- equivalent number of residential connections. For this purpose the average daily flow of one equivalent residential connection (ERC) is 500 gallons per day (gpd) for water service and 300 gallons per day (gpd) for sewer service. The number of ERC's contained in a given ADF (water or sewer) is determined by dividing the ADF by the appropriate ERC gallons per day. The determination of the number of.- -- ERC's for the Property shall be subject to factoring as mutually agreed upon by the City and the Developer, if 1 OFFiCIORECOROS ;0 7 1839 applicable.$EtlitiAl eCO.cF2ty reserves the right and total discretion to amend this definition as usage or relevant regulatory agency may mandate. (e) "Notice to Proceed" - A document executed by Developer expressing a formal order pursuant to the Developer agreement, for specific water and /or sewer service. (f) "Point of Delivery" - The point where the pipes or meter of the City are connected with the pipes of the consumer. Unless otherwise indicated, point of delivery shall be at the consumer's lot line. (g) "Property" - The area or parcel of land described in Exhibit "A ". (h) "Service" - The readiness and ability on the part of the City to furnish and maintain water and sewer service to the point of delivery for each lot or tract (pursuant to applicable rules and regulations of applicable regulatory agencies). 3. Assurance of Title - Within a period of forty -five (45) days after the execution of this contract, or prior to Developer issuing the Notice to Proceed to Utility, at the expense of Developer, Developer agrees to deliver to Utility a Certificate of Title, a Title Insurance Policy or an opinion of title from a qualified attorney -at -law, with respect to the Property. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights of service contained in this Agreement. 4. Connection Charges - In addition to the contribution of any water distribution and sewage collection systems, where applicable, and further to induce the City to provide water and sewage service, Developer hereby agrees to pay to the City the following connection charges: (a) Contributions in Aid of Construction: (1) Plant and main capacity charges as set forth in Ordinance No. 538 and described in Exhibit "B ". (b) Payment of the connection charges does not and will not result in the City waiving any of its rates or rules and regulations, and their enforcement shall not be affected in any manner whatsoever, by Developer making payment of same. The City shall not be obligated to refund to Developer any portion of the value of the connection charges for any reason whatsoever, nor shall the city pay any interest or rate of interest upon the connection charges paid. Neither Developer nor any person or other entity holding any of the Property by, through or under Developer, or otherwise, shall have any present or future right, title, claim or interest in and to the connection charges paid or to any of the water or sewer facilities and properties of Utility , and all prohibitions applicable to Developer with respect to no refund of connection charges, no interest payment on said connection charges and otherwise, ar applicable to all persons or entities. Any user or consumer of water or sewer service shall not be entitled to offset any bill or bills rendered by the City for such service or services against the connection charges paid. Developer shall not be entitled to offset the connection charges against any claim or claims of the City. 5. Payment - Developer shall pay in full all treatment plant and main capacity charges for all capacity reserved hereunder at the time of execution hereof. The Developer shall 2 OFI ff!!'r CIA t1 RECORDS x`17 184Q pay in full all capa&WV#0kf*0^ %tion charges within 30 days of the date that such fee is billed. 6. Capacity - Capacity reservation procedure shall be as provided in Resolution No. 509, City of Winter Springs, Florida, dated August 26, 1985. The parties agree that the capacity needed to provide service to the Property is 39,000 gallons per day for potable water supply and _ 23,400 gallons per day for wastewater removal. Developer agrees that the number of units of capacity reserved hereby shall not exceed the number of units of development for which capacity is reserved hereby pursuant to Exhibits B and C. Developer agrees that sewage to be treated by the Utility for Developer's property will consist of domestic wastewater and further agrees that it will not allow any abnormal strength sewage to flow from Developer's property to the City's sewage treatment facility that will cause harm to the treatment process. In addition, developer further agrees that no wastewaters, fluids or other substances and materials shall be discharged to the City's sanitary sewer collection /transmission system, which contains any hazardous, inflammable, toxic and /or industrial constituents, in whole or in part, regardless of the concentrations (i.e., strengths) of said constituents. Developer grants to the City the right to sample the Developer's compliance with this paragraph. 7. Guaranteed Revenue Charges. Commencing on execution Developer shall be required to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. 8. On -site Installation - To induce the City to provide the water treatment and sewage collection and disposal facilities, and to continuously provide consumers located on the Property with water and sewer services, unless otherwise provided for herein, developer hereby covenants and agrees to construct and to transfer ownership and control to the City, as a contribution -in- aid -of- construction, the on -site water distribution and sewer collection systems located on developer's property. The term "on -site water distribution and sewage collection systems" means and includes all water distribution and supply mains, lines and pipes, and related facilities, and sewage collection lines ,facilities and equipment, including pumping stations, constructed within the boundaries of Developer's property adequate in size to serve each lot or unit within the property in accordance with the plans, specifications and all other pertinent documents approved by the City. Developer will furnish the City with three (3) copies of the plans and specifications for the water distribution system, sewage collection main lift stations and other facilities necessary to serve the property described in Exhibit "A ". (a) Developer shall obtain approval of plans and spec- ifications from all necessary agencies. No construction shall commence until the City and appropriate regulatory agencies have approved such plans and specifications in writing. If construction commences prior to all such approvals and any other approvals required hereunder, the City shall have no responsibility to accept such lines and facilities and the City may elect to terminate the Agree- ment and or not provide service to Developer until such time as Developer obtains all such required approvals. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to the City one copy of the water and /or sewer construction permit and approved plans. Developer shall also supply to the City a copy of the final estimate of payment covering all contract items and Release of Lien from Contractor(s). (b) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a preconstruction conference with engineer of record, the City's Utility 3 ICI AL "ECORDS PAGE ?f Q7 1841 Director, appr$cWha i CO. Iftjlding official (s), all other utility companies involved in the development of t h e Property, and other employees of the City, as may be appropriate. Developer shall provide to the City's Utility Director forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when the City actually receives same. During the construction of the water distribution and sewage collection systems by Developer, the City shall have the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer of record shall also inspect construction to insure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard tests and inspections for pressure, exfiltration, line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (c) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. The engineer of record shall also submit to the City ammonia mylars of the as -built plans prepared and certified by the engineer of record. 9. Off -site Installation - The Developer will construct and install all water mains, gravity sewer lines, lift station(s) and force main(s) from Developer's property to the City's existing facilities in accordance with overall master plans of the utility system and in accordance with approved engineering plans and specifications. At all times prior to, during and upon completion of construction of the extensions of water and sewer lines, the City shall have the right to inspect and approve all construction plans and specifications, piping, connections, equipment, materials and construction work being provided or performed, or previously provided or performed, by or on behalf of the Developer. Such approval shall not be unreasonably with- held or delayed by the City, and any costs of such inspections shall be borne by the City. It shall be the Developer's responsibility to insure that all construction fully meets the plans and specifications approved by the City. As a condition precedent to receiving water and sewer service, Developer shall: (a) Furnish the City with three (3) copies of the plans, specifications and engineering cost estimate for the water distribution system, sewage collections system, lift station(s) and other facilities necessary to serve the prop- erty described in Exhibit "A ". Developer must receive approval from the City of said plans, specifications and engineering cost estimate prior to proceeding with any construction of the facilities. (b) Obtain approval of the plans and specifications from all necessary governmental agencies, including, but not limited to, the Florida Department of Environmental Regulation, the County of Seminole, and /or the City. No construction shall commence until the City and appropriate regulatory agencies have approved such plans and specifi- cations in writing. When permits and approved plans are returned by appropriate regulatory agencies to Developer, 4 OFFICIAL RECORDS r 0 7 1 842 Developer sha ly-Ili i&H. Fto the City one (1) copy of water and /or sewer construction permit and approved plans. (c) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a preconstruction con- ference with engineer of record, the City's Utility Director or his duly appointed representative, appropriate building official(s), all other utility companies involved in the development of the Property, and other employees of the City, as may be appropriate. Developer shall provide to the City's Utility Director forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when the City receives same. During the construction of the water distribution and sewage collection systems by Developer, the City shall have the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer of record shall also inspect construction to assure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard tests and inspections for pressure, exfiltration, line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (d) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. Developer's engineer shall deliver one (1) set of ammonia mylars of "As- built" engineering plans, prepared by the professional engineer of record, showing the location of all water and sewer systems and services installed, and certification by the professional engineer of record to the Utility that such systems and services, as built, comply with the plans and specifications approved by the City. Furnish proof satisfactory to the City that the installation of the facilities and all contractors, subcon- tractors, materialmen and laborers have been paid in full, and provide an engineer's certificate of total cost of improvements, i.e., by Release of Lien or other appropriate means. (e) Install, at its sole expense, all of the aforesaid facilities off -site, in accordance with the plans and spec- ifications approved by the City. The City agrees it will complete its review of the plans and specifications within thirty (30) days of receipt from the Developer. 10. By these presents, Developer hereby agrees to transfer to the City title to all water distribution and sewage collection systems installed by Developer or Developer's contractor, pursu- ant to the provisions of this Agreement. Such conveyance shall take effect at the time the City issues its final letter of acceptance. As further evidence of said transfer of title, upon completion of the installation, but prior to the issuance of the final letter of acceptance and the rendering of service by the City, Developer shall: (a) Convey to the City, by bill of sale in form satis- 5 OFFIGI RECORDS ROOD I AGE X17 1843 factory toSftf,*;R' :411e (). yte water distribution and sewage col- lection systems as constructed by Developer and approved by the City, as appropriate for City ownership. (b) Provide the City with copies of Releases of Lien for said invoices. (c) Assign any and all warranties and /or maintenance bonds and the rights to enforce same to the City which De- veloper obtains from any contractor constructing the utility systems. Developer shall remain secondarily liable on such warranties. If the City does not obtain such written war- ranty and /or maintenance bond from its contractor and deliver same to the City, which warranty and /or maintenance bond shall be for a minimum period of one year, then in such event, Developer by the terms of this instrument, agrees to indemnify and save harmless the City for any loss, damages, costs, claims, suits, debts, or demands by reason of latent defects in the systems which could not have been reasonably discovered upon normal engineering inspection, for a period of one year from the date of acceptance by the City of said utility systems. (d) Provide the City with all appropriate operation/ maintenance and parts manuals. (e) Further cause to be conveyed to the City all easements and /or rights -of -way covering areas in which water and sewer systems are installed, by recordable document in form satisfactory to the City. Convey title to the City, by recordable document in form satisfactory to the City, an acceptable site for any lift stations constructed on Developer's Property along with recordable ingress /egress easement documents. The City agrees that the issuance of the final letter of acceptance for the water distribution and sewage collec- tion systems installed by Developer shall constitute the assumption of responsibility by the City for the continuous operation and maintenance of such systems from that date forward. 11. Easements - Developer hereby grants and gives to the City, its successors and assigns, but subject to the terms of this Agreement, the exclusive right or privilege to construct, own, maintain or operate the water and sewer facilities to serve the Property; and the exclusive right or privilege to construct, own, maintain and operate said facilities in, under, upon, over and across the present and future streets, roads, alleys and easements, reserved utility strips and utility sites, and any public place as provided and dedicated to public use in record plats, or as provided for in agreements, dedications or grants made otherwise and is independent of said record plats. Mortgagees, if any, holding prior liens on the Property shall be required to either release such liens, subordinate their position or join in the grant or dedication of the easements or rights -of- way, or give to the City assurance by way of a "non- disturbance agreement ", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of the City, as long as the City complies with the terms of this agreement. All water distribution and sewage collection facilities, save and except consumer installations, shall be covered by easements or rights - of -way if not located within platted or dedicated roads or rights -of -way for utility purposes. Developer hereby further agrees that the foregoing grants include the necessary right of ingress and egress to any part of the Developer's property upon which the City is constructing or operating utility facilities. The foregoing grants shall be for such period of time as the City or its successors or assigns require such rights, privileges or easements in the construction, ownership, maintenance, operation 6 I ,,, L RECORDS ROO, PAGE ?r07 1844 or expansion of 5� � and sewer facilities. The parties agree that in the ev 'D'A��Ioper and the City agree to install any of the water or sewer facilities in lands within the Property lying outside the streets and easement areas described above, then Developer or the owner shall grant to the City, the necessary easement or easements for such "private property" installation; provided, all such "private property" installations by the city shall be made in such a manner as not to interfere with the then primary use of such "private property ". The use of easements granted by Developer to the City shall not preclude the use by other utilities of these easements, such as for cable television, telephone, electric, or gas utilities, or as otherwise agreed to by the City, provided each does not interfere with the City's use thereof. The City hereby agrees that all easement grants will be utilized in accordance with the established and generally accepted practices of the water and sewer industry with respect to the installation of all its facilities in any of the easement areas. 12. Agreement to Serve - Upon the completion of construc- tion of the water and sewer facilities by Developer, its inspec- tion, the issuance of the final letter of acceptance by the City, and the other terms of this Agreement and the City's Main Exten- sion Policy, the City covenants and agrees that it will allow the connection of water distribution and sewage collection facilities installed by Developer to the central facilities of the City and provide utility service in accordance with the terms and intent of this Agreement. Such connections shall at all times be in accordance with rules, regulations and orders of the applicable governmental authorities. The City agrees that once it provides water and sewer service to the Property and Developer or others have connected consumer installations to its system and paid applicable charges, that thereafter the City will continuously provide, in accordance with the other provisions of this agreement, including rules and regulations and rate schedules, water and sewer service to the Property in a manner to conform with all requirements of the applicable governmental authority having ,jurisdiction over the operations of the City. 13. Application for Service: Consumer Installations - Dev- eloper, or any owner of any parcel of the Property, or any occupant of any residence, building or unit located thereon shall not have the right to and shall not connect any consumer installation to the facilities of the City until formal written application has been made to the City by the prospective user of service, or either of them, in accordance with the then effective ordinances, resolutions, rules and regulations of the City of Winter Springs, and approval for such connection has been granted. Although the responsibility for connecting the consumer installation to the meter and /or lines of the City at the point of delivery is that of the Developer or entity other than the City, with reference to such connections, the parties agree as follows: (a) Application for the installation of water meters and backflow preventors, if applicable, shall be made twenty -four (24) hours in advance, not including Saturdays, Sundays and holidays. (b) All consumer installation connections shall be inspected by the City and applicable charges paid before inspection, backfilling and covering of any pipes. (c) Written notice to the City requesting an inspec- tion of a consumer installation connection shall be given by the Developer or his contractor, and the inspection will be made within twenty -four (24) hours, not including Saturdays, Sundays, and holidays, provided the water meter and back - flow preventor, if applicable, have been previously 7 O CIAL RECORDS • R RA GF ' 07 1845 instal l ed. SEMINOLE CO. FL. (d) If the City fails to inspect the consumer instal- lation connection within forty -eight (48) hours after such inspection is requested in writing by Developer or the owner of any parcel, Developer or owner may backfill or cover the pipes without the City's approval and the City must accept the connection as to any matter which could have been discovered by such inspection. (e) The cost of constructing, operating, repairing or maintaining consumer installations shall be that of Developer or a party other than the City. (f) If a kitchen, cafeteria, restaurant or other food preparation or dining facility is constructed within the Property, the City shall have the right to require that a grease trap and /or pretreatment unit be constructed, in- stalled and connected so that all waste waters from any grease producing equipment within such facility, including floor drains in food preparation areas, shall first enter the grease trap for pretreatment before the wastewater is delivered to the lines of the City. The size, materials and construction of said grease trap are to be approved by the City. Developer hereby grants to Utility the right to periodically inspect the pretreatment facilities herein described and assess charges if necessary. The provisions of this paragraph shall not apply to individual residential kitchens. No substance other than domestic wastewater will be placed into the sewage system and delivered to the lines of the City. Should any non - domestic wastes, grease or oils, including, but not limited to, floor wax or paint, be delivered to the lines, the Customer will be responsible for payment of the cost and expense required in correcting or repairing any resulting damage or impairment to the treatment process and /or facilities and any other prescribed penalty. 14. City's Exclusive Right to Utility Facilities - Devel- oper agrees with the City that all water and sewer facilities accepted by the City in connection with providing water and sewer services to the Property shall at all times remain in the sole, complete and exclusive ownership of the City, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have any right, title, claim or interest in and to such facilities or any part of them, for any purpose, including the furnishing of water or sewer services to other persons or entities located within or beyond the limits of the Property. Developer may provide for the availability of those water services to the Property which constitute "non- domestic" uses such as for irrigation purposes. 15. Exclusive Right to Provide Service - As a further and essential consideration of this Agreement, Developer, or the successors and assigns of Developer, shall not (the words "shall not" being used in a mandatory definition) engage in business or businesses of providing potable water or sewer services to the Property during the period of time the City, its successors and assigns, provide water and sewer services to the Property, it being the intention of the parties hereto that under the foregoing provision and also other provisions of this Agreement, the City shall have the sole and exclusive right and privilege to provide water and sewer services to the Property and to the occupants of each residence, building or unit constructed thereon, except for the providing by Developer, from its own sources and lines for irrigation uses. 16. Rates - The City agrees that the rates to be charged to Developer and individual consumers of water and sewer services shall be those set forth by ordinance of the City. 8 OFFIMAI RECORDS SPOO'� PA CF • 07 1848 Notwithst and CENJI QJ, E @f)ojJ lion in this Agreement, the City may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering water and sewer services to the Property, including the costs thereof. Any such initial or future lower or increased rate schedules, and rules and regulations established, amended or revised and enforced by the City from time to time in the future,as provided by law, shall be binding upon Developer; upon any person or other entity holding by, through or under Developer; and upon any user or consumer of the water and sewer service provided to the Property by the City. 17. Binding Effect of Agreement - This Agreement shall be binding upon and shall inure to the benefit of Developer, the City and its respective assigns and successors by merger, con- solidation, conveyance or otherwise, subject to the terms of this agreement as contained herein. In the event of a sale of all, or substantially all, of the assets of the City to a governmental agency or authority or third party, such governmental agency, authority, or third party shall assume all of the City's responsibilities and duties to Developer hereunder and the liability of the City shall cease. Any such purchaser must, however, acknowledge its obligation to honor this Agreement. MISCELLANEOUS PROVISIONS 18. Notice - Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by mail or by telegram, and if to Developer, shall be mailed or delivered to: DEVELOPER: !t/r�s?�f/ �rF �� '- ��� </0 7 - G 2- s With a COPY to: 32-7.9 and if the City, at: 1126 East S.R. 434, Winter Springs, FL, 32708 19. Laws of Florida - This Agreement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 20. Cost and Attorney's Fees - In the event the City or Developer is required to enforce this Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorney's fees. 21. Force Ma_ieure - In the event that the performance of this Agreement by either party to this Agreement is prevented or interrupted in consequence of any cause beyond the control of either party, including but not limited to Act of God or of the Public enemy, war, national emergency, allocation or of other governmental restrictions upon the use or availability of labor or materials, rationing, civil insurrection, riot, racial or civil rights disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm, hurricane, earthquake, or other casualty or disaster or catastrophe, unforeseeable failure or breakdown of pumping transmission or other facilities, any and all governmental rules or acts or orders or restrictions or regulations or requirements, acts or action of any government or public or governmental authority or commission or board or agency or agent or official or officer, the enactment of any statute or ordinance or resolution or regulation or rule or ruling or order, order or decree or judgement or restraining order or injunction of any court, said party shall not be liable for such non - performance. 9 FFICIAL RECORDS • 00K PAGE ?` o7 1847 22. In the events 441'QLEto.sFIAerformance is prevented by the happening of an event .of "force majeure" as referenced in Section 21 above, the City shall refund to Developer the amount of monies previously paid by Developer to the City. Such refund shall be without interest or penalty. 23. The rights, privileges, obligations and covenants of Developer and the City shall survive the completion of the work of Developer with respect to completing the facilities and services to any development phase and to the Property as a whole. 24. This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and the City, made with respect to the matters herein contained, and when duly executed, fully constitutes the agreement between Developer and the City. No additions, alterations or variations of the terms of this Agreement shall be valid, nor can provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers are expressed in writing and duly signed. 25. The City's liability to Developer for non — performance herein shall be limited to the provisions of Section 21 hereof. 26. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine, feminine and neuter genders shall each include the other. 27. Exhibits mentioned herein have been signed or initiated by the duly authorized officers, agents or attorneys of the parties hereto and are hereby incorporated herein by reference and made a part hereof as.fully as if set forth herein. 28. Whenever approvals of any nature are required by either party to this Agreement, it is agreed that same shall not be un- reasonably withheld or delayed. 29. Notwithstanding the gallonage calculations that could be made hereunder relative to ERC's, by and execution hereof, Developer agrees that the intention of this contract is to reserve a give number of units of capacity for the property described in Exhibit "A" and not for purposes of any other calculations. 30. It is agreed by and between the parties hereto that all words, terms and conditions contained herein are to be read in concert, each with the other, and that a provision contained under one heading may be considered to be equally applicable under another in the interpretation of this contract. 31. By the execution hereof, Developer agrees that the City has certain obligations as a public utility to protect the health, safety and welfare of the public and not to burden the City's customers with extraordinary expenses attributed or attributable to Developer, his successors or assigns, and that the City, may, at its sole option, require pretreatment or special features such as grease traps. It is the intention of the parties that all sewage shall conform to the requirements of Paragraph 6 hereto and any applicable ordinance of the City prior to introduction into the City's collection system. Developer shall be responsible for all costs associated herewith. 32. Utility shall, at all reasonable times and hours, have the riqht of inspection of Developer's internal lines and facilities. This provision shall be binding on the successors and assigns of the Developer. 33. Water conservation measures shall be employed by the Developer. Said measures shall include but not be limited to: (a) Low flush toilets which utilize 3.5 gallons or 10 • less of water per flushing cycle. DFF{C1AOCQRDS B0011 PAGE ?617 1848 (b) Shower heads which haveto�iD• F��strictors, pulsating features, flow control devices or other features which result in water conservatipn; and do not allow a flow exceeding 3.0 gallons per minute at 60 psi. (c) No swimming pool filter backwash water, or any other swimming pool wastewater shall be discharged to the sanitary sewer system. (d) Spring- loaded /automatic shut -off water fixtures shall be utilized in all public restrooms. This shall include lavatory fixtures. (e) Use of dishwashers and washing machines which have water conservation features and /or utilize less water per cycle. (f) Where and as possible, residential laundry wastes shall be disposed of by means of an interceptor tank and ab- sorption bed or drainfield. Such installations shall be in accordance with the design standards of Chapter 10 -D6, Florida Administrative Code. The City, at its discretion, shall review and approve all water conservation measures proposed by Developer. 34. The parties hereto recognize that prior to the time the City may actually commence upon a program to carry out the terms and conditions of this Agreement, the City may be required to obtain approval from various state and local governmental au- thorities having .,jurisdiction and regulatory power over the con- struction, maintenance, and operation of a public utility. The City agrees that it will diligently and earnestly, at Developer's sole cost and expense, make the necessary and proper applications to all governmental authorities and will pursue the same to the end that it will use its best efforts to obtain such approval. Developer, at its own cost and expense, agrees to provide neces- sary assistance to the City in obtaining the approvals provided for herein. Upon execution of this Agreement, the City may require the payment of a reasonable fee to defray the City's legal, engineering, accounting, administrative and contingent expenses. 35. Submission of the Developer Agreement to the Developer by the City shall not constitute or be construed to constitute an offer of service to Developer by the City. The Developer Agree- ment shall become effective and binding upon the Developer and the City only at time of execution of same by the parties. 36. Failure to insist upon strict compliance of any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, or shall any waiver or relinquishment of any right or power hereunder at any one time, or times, be deemed a waiver or relinquishment of such right or power at any other time or times. 37. Regardless of where executed, this Agreement shall be construed according to the laws of the State of Florida. 38. In the event that relocation of existing water and sewer utilities are necessary for the Developer, Developer will reimburse the City in full for such relocations. 39. Any Supplemental Agreement attached hereto is incorporated herein by reference and made a part hereof. 11 OFFICIAL RE POOH FW ?�, 07 1849 IN WITNESS WHEREOF, Developer and the Cit have executed or have caused this Agreement, with the $�t�iW& i �.ts attached, to be duly executed in several counterparts, each of which counter- part shall be considered an original executed copy of this Agree- ment. ATTEST: .r1= SIGN TURF Mary T. Norton TYPED NAME THIS INSTRUMENT WAS PREPARED BY: KIPTON D. LOCKCUFF, P. E. UTILITY DIRECTOR WINTER SPRINGS WATER & SEWER 1 N. FAIRFAX AVENUE WINTER SPRINGS. FL 32708 (407) 327 -1641 CITY OF WINTE RINGS By: 12 C I Ty/JMA A JOHN'"t'sOVORUHK CITY OF W NI, TL"A RLNGS 1126 EASFS•TATE R "x434 WINTER '9pRINGSS. FL,, 3,.P708 DATED! '3une $. 1993T " CITY SEp't%2•' "DEVELOPER ": SIGNATURE PRINTED NAME COMPANY /NAME/"(Printed or Typed AD RESS Ae ov 3, -7d'9 DATED: CORPORATE SEAL 'Iz- - • t2 ./ Cr y Dat e BOOK AGE �� 07 1850 EXHIBIT "A" SEMINOLE CO. FL. George Wimpey of Florida, Inc. Name of Developer PROPERTY_ DESCRIPTION GEORGETOWN UNIT THREE 13 t � EXHIBIT "B" OFFICIAL RECORDS BOOK PAGE 07 1851 SEMINOLE CO. FL. George Wimpey of Florida, Inc. Name of Developer PLANT AND MAIN CAPACITY CHARGES Developer agrees to pay the City of Winter Springs the following plant and main capacities for Developer's proposed connections within the property described in Exhibit "A ". Said plant and main capacity charges to be paid by Developer are those which are set forth in Ordinance No. 538 of the City of Winter Springs, Florida and accordingly these charges may be changed from time to time with the approval of the City Commission. WATER Number of Gallons 39,000 SEWER Number of Gallons 23,400 RESERVATION FEES Number of ERC's r: Date May 24, 1993 PAYMENT SCHEDULE Charge Per Gallon $1.12 Charge Per Gallon $6.30 Charge Per ERC $256.00 Total Charges $43,680.00 Total Charges $147,420.00 Total Charges $19,968.00 *-"*- TOTAL _ $.21, 1 , 068.00 * $450.00 of the $2,450.00 per ERC capacity charge and all of. the reservation fee are due upon execution. The $2,000 per ERC balance shall be payable prior to building permit application on an individual lot basis. The amount due upon execution is $55,068.00. sf14 Ze �c o i.� q 74.e� ,vas fi2.sT q�,s,2i�s �- �v,�✓�E ,eESE,ea�aT.e,r/ f-c�G- Flf�.� -G� '�/9, 9�8 = �o� 94 y . oo 14 July 12, 1993 • • CITY OF WINTER SPRINGS, FLORIDA 1126 EAST STATE ROAD 434 WINTER SPRINGS, FLORIDA 32708.2799 Telephone (407) 327.1800 Mr. Richard Bowles George Wimpey of Florida, Inc. 201 N. New York Ave., Suite 200 Winter Park, FL 32789 Dear Mr. Bowles: Enclosed please find one executed copy and one copy of the recorded Developer Agreement for your records. Yours very truly, CITY OF WINTER SPRINGS &may / %nzv--) Mary T. Norton, City Clerk Enc.- George Wimpey of FL,Inc. Agreement 6 9 OFFICIAL RECORDS 6600k PA C7 2578 030 DEVELOPER AGREEMENT SEMtHOLE CO. FL. THIS AGREEMENT made and entered into this day of _ 3by and between (f,-&Ls&S c tarT�cc�u..�.c,.9 Li ?7 ereinaf er referred to as "Developer ", and CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation, hereinafter referred to as the "City ". WHEREAS, Developer owns or controls lands located in Seminole County, Florida and described in Exhibit "A" attached,? hereto and made a part hereof as if fully set out in this para- rng~1* graph and hereinafter referred to as the "Property ", and :a Developer intends to develop the Property by erecting thereon individually metered residential units, general service units, orgy combination of these; and ,p. c7 -5.1 oc'-; WHEREAS, Developer has officially requested that the CityipFf provide central water distribution and sewage collection service' -" for Developer's property herein described in Exhibit "A "; and r- WHEREAS, the City is willing to provide, in accordance with the provisions of this Agreement central water and sewer services to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive an adequate water supply and sewage collection and It disposal service from the City; and It WHEREAS, Developer's project and the receipt of water and w sewer service is contingent upon the construction and utilization of existing and contemplated water and sewage service facilities and the availability of capacity of those facilities; I* NOW THEREFORE, for and in consideration of the premises, N the mutual undertakings and agreements herein continued and w assumed, the Developer and the City hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: (a) "Consumer Installation" - All facilities ordinarily on the consumer's side of the point of delivery. (b) " Contribution -in- aid -of- Construction (CIAC)" - The sum of money and /or the value of property represented by the cost of the water distribution and sewage collection systems including lift stations and treatment plants constructed or to be constructed by a Developer or owner, which Developer or owner transfers, or agrees to transfer, to the City at no cost to the City, in order to induce the City to provide utility service to specified property. (c) "Development Phase" - A subdivision or construction phase of the construction of utility facilities on property. (d) "Equivalent Residential Connection (ERC)" - A factor used to convert a given average daily flow (ADF) to equivalent number of residential connections. For this purpose the average daily flow of one equivalent residential connection (ERC) is 500 gallons per day (gpd) for water service and 300 gallons per day (gpd) for sewer service. The number of ERC's contained in a given ADF (water or sewer) is determined by dividing the ADF by the appropriate ERC gallons per day. The determination of the number of ERC's for the Property shall be subject to factoring as mutually agreed upon by the City and the Developer, if 1 an A O �3 O r� Cy ;.t applicable. discretion regulatory (e) Developer Developer service. (f) meter of consumer. shall be • The to amend agency may City reserves this definition mandate. "Notice to Proceed" - expressing a formal • the right and total as usage or relevant V A document executed tlby' order pursuant to e"'I agreement, for specific water and /or seWr r-' "Point of Delivery" - The point where the pipes r C7 the City are connected with the pipes of inew Unless otherwise indicated, point of deliveryr- .... at the consumer's lot line. Q (g) "Property" - The area or parcel of land described in Exhibit "A ". (h) "Service" - The readiness and ability on the part of the City to furnish and maintain water and sewer service to the point of delivery for each lot or tract (pursuant to applicable rules and regulations of applicable regulatory agencies). 3. Assurance of Title - Within a period of forty -five (45) days after the execution of this contract, or prior to Developer issuing the Notice to Proceed to Utility, at the expense of Developer, Developer agrees to deliver to Utility a Certificate of Title, a Title Insurance Policy or an opinion of title from a qualified attorney -at -law, with respect to the Property. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights of service contained in this Agreement. 4. Connection Charges - In addition to the contribution of any water distribution and sewage collection systems, where applicable, and further to induce the City to provide water and sewage service, Developer hereby agrees to pay to the City the following connection charges: (a) Contributions in Aid of Construction: (1) Plant and main capacity charges as set forth in Ordinance No. 449 and described in Exhibit "B ". (b) Payment of the connection charges does not and will not result in the City waiving any of its rates or rules and regulations, and their enforcement shall not be affected in any manner whatsoever, by Developer making payment of same. The City shall not be obligated to refund to Developer any portion of the value of the connection charges for any reason whatsoever, nor shall the city pay any interest or rate of interest upon the connection charges paid. Neither Developer nor any person or other entity holding any of the Property by, through or under Developer, or otherwise, shall have any present or future right, title, claim or interest in and to the connection charges paid or to any of the water or sewer facilities and properties of Utility , and all prohibitions applicable to Developer with respect to no refund of connection charges, no interest payment on said connection charges and otherwise, ar applicable to all persons or entities. Any user or consumer of water or sewer service shall not be entitled to offset any bill or bills rendered by the City for such service or services against the connection charges paid. Developer shall not be entitled to offset the connection charges against any claim or claims of the City. 5. Payment - Developer shall pay in full all treatment plant and main capacity charges for all capacity reserved hereunder at the time of execution hereof. The Developer shall 2 ooca �q r- rn C31 C>C MW C� • pay in full all capacity reservation charges within 30 days of the date that such fee is billed. 6. Capacity - Capacity reservation procedure shall be ate► provided in Resolution No. 5099 City of Winter Springs, Florid dated August 26, 1985. The parties agree that the capacitTe needed to provide service to the Property is /01000 gallorp per day for potable water supply and 6 '0000 gallons pe4+ day for wastewater removal. Developer agrees that the number 09 units of capacity reserved hereby shall not exceed the number of units of development for which capacity is reserved hereby pursuant to Exhibits B and C. Developer agrees that sewage to be treated by the Utility for Developer's property will consist of domestic wastewater and further agrees that it will not allow any abnormal strength sewage to flow from Developer's property to the City's sewage treatment facility that will cause harm to the treatment process. In addition, developer further agrees that no wastewaters, fluids or other substances and materials shall be discharged to the City's sanitary sewer collection /transmission system, which contains any hazardous, inflammable, toxic and /or industrial constituents, in whole or in part, regardless of the concentrations (i.e., strengths) of said constituents. Developer grants to the City the right to sample the Developer's compliance with this paragraph. 7. Guaranteed Revenue Charges. Commencing on execution Developer shall be required to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. B. On -site Installation - To induce the City to provide the water treatment and sewage collection and disposal facilities, and to continuously provide consumers located on the Property with water and sewer services, unless otherwise provided for herein, developer hereby covenants and agrees to construct and to transfer ownership and control to the City, as a contribution -in- aid -of- construction, the on -site water distribution and sewer collection systems located on developer's property. The term "on -site water distribution and sewage collection systems" means and includes all water distribution and supply mains, lines and pipes, and related facilities, and sewage collection lines ,facilities and equipment, including pumping stations, constructed within the boundaries of Developer's property adequate in size to serve each lot or unit within the property in accordance with the plans, specifications and all other pertinent documents approved by the City. Developer will furnish the City with three (3) copies of the plans and specifications for the water distribution system, sewage collection main lift stations and other facilities necessary to serve the property described in Exhibit "A ". (a) Developer shall obtain approval of plans and spec- ifications from all necessary agencies. No construction shall commence until the City and appropriate regulatory agencies have approved such plans and specifications in writing. If construction commences prior to all such approvals and any other approvals required hereunder, the City shall have no responsibility to accept such lines and facilities and the City may elect to terminate the Agree- ment and or not provide service to Developer until such time as Developer obtains all such required approvals. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to the City one copy of the water and /or sewer construction permit and approved plans. Developer shall also supply to the City a copy of the final estimate of payment covering all contract items and Release of Lien from Contractor(s). (b) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a preconstruction conference with engineer of record, the City's Utility 3 1'11�J COCD CO ri as rn C:) n L43 3 � c) • • Director, appropriate building official(s), all other utility companies involved in the development of t h e Property, and other employees of the City, as may be appropriate. Developer shall provide to the City's Utility Directo. forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written notijj prior to any inspections or tests being performed 4:5 described herein. "Notice" shall be complete when the Cite actually receives same. +C0 0 During the construction of the water distribution and sewage collection systems by Developer, the City shall have, the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer of record shall also inspect construction to insure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard tests and inspections for pressure, exfiltration, line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (c) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. The engineer of record shall also submit to the City ammonia mylars of the as -built plans prepared and certified by the engineer of record. 9. Off -site Installation - The Developer will construct and install all water mains, gravity sewer lines, lift station(s) and force main(s) from Developer's property to the City's existing facilities in accordance with overall master plans of the utility system and in accordance with approved engineering plans and specifications. At all times prior to, during and upon completion of construction of the extensions of water and sewer lines, the City shall have the right to inspect and approve all construction plans and specifications, piping, connections, equipment, materials and construction work being provided or performed, or previously provided or performed, by or on behalf of the Developer. Such approval shall not be unreasonably with- held or delayed by the City, and any costs of such inspections shall be borne by the City. It shall be the Developer's responsibility to insure that all construction fully meets the plans and specifications approved by the City. As a condition precedent to receiving water and sewer service, Developer shall: (a) Furnish the City with three (3) copies of the plans, specifications and engineering cost estimate for the water distribution system, sewage collections system, lift station(s) and other facilities necessary to serve the prop- erty described in Exhibit "A ". Developer must receive approval from the City of said plans, specifications and engineering cost estimate prior to proceeding with any construction of the facilities. (b) Obtain approval of the plans and specifications from all necessary governmental agencies, including, but not limited to, the Florida Department of Environmental Regulation, the County of Seminole, and /or the City. No construction shall commence until the City and appropriate regulatory agencies have approved such plans and specifi- cations in writing. When permits and approved plans are returned by appropriate regulatory agencies to Developer, 0 tV co c? tit Cl) Cry: -0c) PV Developer shall submit to the City one (1) copy of water and /or sewer construction permit and approved plans. (c) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, or the engineer of record, shall set up a preconstruction con-,W ference with engineer of record, the City's Utility Director or his duly appointed representative, appropriate building —. official(s), all other utility companies involved in the development of the Property, and other employees of them City, as may be appropriate. a Developer shall provide to the City's Utility Director ��.. forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when the City receives same. During the construction of the water distribution and sewage collection systems by Developer, the City shall have the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer of record shall also inspect construction to assure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard tests and inspections for pressure, exfiltration, line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (d) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. Developer's engineer shall deliver one (1) set of ammonia mylars of "As- built" engineering plans, prepared by the professional engineer of record, showing the location of all water and sewer systems and services installed, and certification by the professional engineer of record to the Utility that such systems and services, as built, comply with the plans and specifications approved by the City. Furnish proof satisfactory to the City that the installation of the facilities and all contractors, subcon- tractors, materialmen and laborers have been paid in full, and provide an engineer's certificate of total cost of improvements, i.e., by Release of Lien or other appropriate means. (e) Install, at its sole expense, all of the aforesaid facilities off -site, in accordance with the plans and spec- ifications approved by the City. The City agrees it will complete its review of the plans and specifications within thirty (30) days of receipt from the Developer. 10. By these presents, Developer hereby agrees to transfer to the City title to all water distribution and sewage collection systems installed by Developer or Developer's contractor, pursu- ant to the provisions of this Agreement. Such conveyance shall take effect at the time the City issues its final letter of acceptance. As further evidence of said transfer of title, upon completion of the installation, but prior to the issuance of the final letter of acceptance and the rendering of service by the City, Developer shall: (a) Convey to the City, by bill of sale in form satis- 5 r.] rjq a CO 3� r ;p (:>o W 37'�D MCA factory to the City, the water distribution and sewage col- lection systems as constructed by Developer and approved by the City, as appropriate for City ownership. (b) Provide the City with copies of Releases of Lien t for said invoices. 3 (c) Assign any and all warranties and /or maintenance a bonds and the rights to enforce same to the City which De- rn veloper obtains from any contractor constructing the utility CCv systems. Developer shall remain secondarily liable on such warranties. If the City does not obtain such written war - '} ranty and /or maintenance bond from its contractor and deliver same to the City, which warranty and /or maintenance bond shall be for a minimum period of one year, then in such event, Developer by the terms of this instrument, agrees to indemnify and save harmless the City for any loss, damages, costs, claims, suits, debts, or demands by reason of latent defects in the systems which could not have been reasonably discovered upon normal engineering inspection, for a period of one year from the date of acceptance by the City of said utility systems. (d) Provide the City with all appropriate operation/ maintenance and parts manuals. (e) Further cause to be conveyed to the City all easements and /or rights -of -way covering areas in which water and sewer systems are installed, by recordable document in form satisfactory to the City. Convey title to the City, by recordable document in form satisfactory to the City, an acceptable site for any lift stations constructed on Developer's Property along with recordable ingress /egress easement documents. The City agrees that the issuance of the final letter of acceptance for the water distribution and sewage collec- tion systems installed by Developer shall constitute the assumption of responsibility by the City for the continuous operation and maintenance of such systems from that date forward. 11. Easements - Developer hereby grants and gives to the City, its successors and assigns, but subject to the terms of this Agreement, the exclusive right or privilege to construct, own, maintain or operate the water and sewer facilities to serve the Property; and the exclusive right or privilege to construct, own, maintain and operate said facilities in, under, upon, over and across the present and future streets, roads, alleys and easements, reserved utility strips and utility sites, and any public place as provided and dedicated to public use in record plats, or as provided for in agreements, dedications or grants made otherwise and is independent of said record plats. Mortgagees, if any, holding prior liens on the Property shall be required to either release such liens, subordinate their position or join in the grant or dedication of the easements or rights -of- way, or give to the City assurance by way of a "non- disturbance agreement ", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of the City, as long as the City complies with the terms of this agreement. All water distribution and sewage collection facilities, save and except consumer installations, shall be covered by easements or rights - of -way if not located within platted or dedicated roads or rights -of -way for utility purposes. Developer hereby further agrees that the foregoing grants include the necessary right of ingress and egress to any part of the Developer's property upon which the City is constructing or operating utility facilities. The foregoing grants shall be for such period of time as the City or its successors or assigns require such rights, privileges or easements in the construction, ownership, maintenance, operation CO tt'1 -vo .C' • • or expansion of the water and sewer facilities. The parties agree that in the event Developer and the City agree to install any of the water or sewer facilities in lands within the Property lying outside the streets and easement areas described above, then Developer or the owner shall grant to the City, theme necessary easement or easements for such "private proper+ "Cn installation; provided, all such "private property" installatioms__i :-JIn by the city shall be made in such a manner as not to interfaeCO Witcl with the then primary use of such "private property ". The use 5f easements granted by Developer to the City shall not preclude 144e use by other utilities of these easements, such as for cattlye cc� television, telephone, electric, or gas utilities, or -. s "09 otherwise agreed to by the City, provided each does not interferp GJ o with the City's use thereof. =� The City hereby agrees that all easement grants will be utilized in accordance with the established and generally accepted practices of the water and sewer industry with respect to the installation of all its facilities in any of the easement areas. 12. Agreement to Serve - Upon the completion of construc- tion of the water and sewer facilities by Developer, its inspec- tion, the issuance of the final letter of acceptance by the City, and the other terms of this Agreement and the City's Main Exten- sion Policy, the City covenants and agrees that it will allow the connection of water distribution and sewage collection facilities installed by Developer to the central facilities of the City and provide utility service in accordance with the terms and intent of this Agreement. Such connections shall at all times be in accordance with rules, regulations and orders of the applicable governmental authorities. The City agrees that once it provides water and sewer service to the Property and Developer or others have connected consumer installations to its system and paid applicable charges, that thereafter the City will continuously provide, in accordance with the other provisions of this agreement, including rules and regulations and rate schedules, water and sewer service to the Property in a manner to conform with all requirements of the applicable governmental authority having jurisdiction over the operations of the City. 13. Application for Service: Consumer Installations - Dev- eloper, or any owner of any parcel of the Property, or any occupant of any residence, building or unit located thereon shall not have the right to and shall not connect any consumer installation to the facilities of the City until formal written application has been made to the City by the prospective user of service, or either of them, in accordance with the then effective ordinances, resolutions, rules and regulations of the City of Winter Springs, and approval for such connection has been granted. Although the responsibility for connecting the consumer installation to the meter and /or lines of the City at the point of delivery is that of the Developer or entity other than the City, with reference to such connections, the parties agree as follows: (a) Application for the installation of water meters and backflow preventors, if applicable, shall be made twenty -four (24) hours in advance, not including Saturdays, Sundays and holidays. (b) All consumer installation connections shall be inspected by the City and applicable charges paid before inspection, backfilling and covering of any pipes. (c) Written notice to the City requesting an inspec- tion of a consumer installation connection shall be given by the Developer or his contractor, and the inspection will be made within twenty -four (24) hours, not including Saturdays, Sundays, and holidays, provided the water meter and back - flow preventor, if applicable, have been previously rN • • installed. (d) If the City fails to inspect the consumer instal- lation connection within forty -eight (48) hours after such inspection is requested in writing by Developer or the owner of any parcel, Developer or owner may backfill or cover the pipes without the City's approval and the C fAy..j must accept the connection as to any matter which could hiMe Co been discovered by such inspection. 5 r- (e) The cost of constructing, operating, repairing obi^; maintaining consumer installations shall be that ?f C) Developer or a party other than the City. C, (f) If a kitchen, cafeteria, restaurant or other food ON preparation or dining facility is constructed within the Property, the City shall have the right to require that a grease trap and /or pretreatment unit be constructed, in- stalled and connected so that all waste waters from any grease producing equipment within such facility, including floor drains in food preparation areas, shall first enter the grease trap for pretreatment before the wastewater is delivered to the lines of the City. The size, materials and construction of said grease trap are to be approved by the City. Developer hereby grants to Utility the right to periodically inspect the pretreatment facilities herein described and assess charges if necessary. The provisions of this paragraph shall not apply to individual residential kitchens. No substance other than domestic wastewater will be placed into the sewage system and delivered to the lines of the City. Should any non - domestic wastes, grease or oils, including, but not limited to, floor wax or paint, be delivered to the lines, the Customer will be responsible for payment of the cost and expense required in correcting or repairing any resulting damage or impairment to the treatment process and /or facilities and any other prescribed penalty. 14. City's Exclusive Right to Utility Facilities - Devel- oper agrees with the City that all water and sewer facilities accepted by the City in connection with providing water and sewer services to the Property shall at all times remain in the sole, complete and exclusive ownership of the City, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have any right, title, claim or interest in and to such facilities or any part of them, for any purpose, including the furnishing of water or sewer services to other persons or entities located within or beyond the limits of the Property. Developer may provide for the availability of those water services to the Property which constitute "non- domestic" uses such as for irrigation purposes. 15. Exclusive Right to Provide Service - As a further and essential consideration of this Agreement, Developer, or the successors and assigns of Developer, shall not (the words "shall not" being used in a mandatory definition) engage in business or businesses of providing potable water or sewer services to the Property during the period of time the City, its successors and assigns, provide water and sewer services to the Property, it being the intention of the parties hereto that under the foregoing provision and also other provisions of this Agreement, the City shall have the sole and exclusive right and privilege to provide water and sewer services to the Property and to the occupants of each residence, building or unit constructed thereon, except for the providing by Developer, from its own sources and lines for irrigation uses. 16. Rates - The City agrees that the rates to be charged to Developer and individual consumers of water and sewer services shall be those set forth by ordinance of the City. a cads �c7 tom"' M n � W CMI MtA Notwithstanding any provision in this Agreement, the City may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering water. and sewer services to the Property, including the costs thereof.' to Any such initial or future lower or increased rate M schedules, and rules and regulations established, amended or revised and enforced by the City from time to time in thee'►,, future,as provided by law, shall be binding upon Developer; upon r" any person or other entity holding by, through or under c) Developer; and upon any user or consumer of the water and sewer P service provided to the Property by the City. t" 17. Binding Effect of Agreement - This Agreement shall be binding upon and shall inure to the benefit of Developer, the City and its respective assigns and successors by merger, con- solidation, conveyance or otherwise, subject to the terms of this agreement as contained herein. In the event of a sale of all, or substantially all, of the assets of the City to a governmental agency or authority or third party, such governmental agency, authority, or third party shall assume all of the City's responsibilities and duties to Developer hereunder and the liability of the City shall cease. Any such purchaser must, however, acknowledge its obligation to honor this Agreement. MISCELLANEOUS PROVISIONS 18. Notice - Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by mail or by telegram, and if to Developer, shall be mailed or delivered to: DEVELOPER: Chelsea Parc at Tuscawilla LTD. 2611 Technology Dr. Suite 207, Orlando, FL 32804 With a COPY to: and if the City, at: 1126 East S.R. 434, Winter Springs, FL 32708 19. Laws of Florida - This Agreement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 20. Cost and Attorney's Fees - In the event the City or Developer is required to enforce this Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorney's fees. 21. Force Ma_ieure - In the event that the performance of this Agreement by either party to this Agreement is prevented or interrupted in consequence of any cause beyond the control of either party, including but not limited to Act of God or of the Public enemy, war, national emergency, allocation or of other governmental restrictions upon the use or availability of labor or materials, rationing, civil insurrection, riot, racial or civil rights disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm, hurricane, earthquake, or other casualty or disaster or catastrophe, unforeseeable failure or breakdown of pumping transmission or other facilities, any and all governmental rules or acts or orders or restrictions or regulations or requirements, acts or action of any government or public or governmental authority or commission or board or agency or agent or official or officer, the enactment of any statute or ordinance or resolution or regulation or rule or ruling or order, order or decree or judgement or restraining order or injunction of any court, said party shall not be liable for such non - performance. 9 C >-n <:0 ca 2> r' M _VC) .•'. MLA • i 22. In the event the City's performance is prevented by the happening of an event of "force majeure" as referenced in Sectiq,a 21 above, the City shall refund to Developer the amount of monies{ previously paid by Developer to the City. Such refund shat bAU without interest or penalty. -- co CO 23. The rights, privileges, obligations and covenant of Developer and the City shall survive the completion of the irk of Developer with respect to completing the facilities "AnP services to any development phase and to the Property as a wh ;e P 24. This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and the City, made with respect to the matters herein contained, and when duly executed, fully constitutes the agreement between Developer and the City. No additions, alterations or variations of the terms of this Agreement shall be valid, nor can provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers are expressed in writing and duly signed. 25. The City's liability to Developer for non - performance herein shall be limited to the provisions of Section 21 hereof. 26. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine, feminine and neuter genders shall each include the other. 27. Exhibits mentioned herein have been signed or initiated by the duly authorized officers, agents or attorneys of the parties hereto and are hereby incorporated herein by reference and made a part hereof as fully as if set forth herein. 28. Whenever approvals of any nature are required by either party to this Agreement, it is agreed that same shall not be un- reasonably withheld or delayed. 29. Notwithstanding the gallonage calculations that could be made hereunder relative to ERC's, by and execution hereof, Developer agrees that the intention of this contract is to reserve a give number of units of capacity for the property described in Exhibit "A" and not for purposes of any other calculations. 30. It is agreed by and between the parties hereto that all words, terms and conditions contained herein are to be read in concert, each with the other, and that a provision contained under one heading may be considered to be equally applicable under another in the interpretation of this contract. 31. By the execution hereof, Developer agrees that the City has certain obligations as a public utility to protect the health, safety and welfare of the public and not to burden the City's customers with extraordinary expenses attributed or attributable to Developer, his successors or assigns, and that the City, may, at its sole option, require pretreatment or special features such as grease traps. It is the intention of the parties that all sewage shall conform to the requirements of Paragraph 6 hereto and any applicable ordinance of the City prior to introduction into the City's collection system. Developer shall be responsible for all costs associated herewith. 32. Utility shall, at all reasonable times and hours, have the right of inspection of Developer's internal lines and facilities. This provision shall be binding on the successors and assigns of the Developer. 33. Water conservation measures shall be employed by the Developer. Said measures shall include but not be limited to: (a) Low flush toilets which utilize 3.5 gallons or 10 c- M el) MC) Mtn less of water per flushing cycle. (b) Shower heads which have flow restrictors, , pulsating features, flow control devices or other features which result in water conservation; and do not allow a flowrn exceeding 3.0 gallons per minute at 60 psi. (c) No swimming pool filter backwash water, or an other swimming pool wastewater shall be discharged to the sanitary sewer system. 0� (d) Spring - loaded /automatic shut -off water fixtures; - shall be utilized in all public restrooms. This shall include lavatory fixtures. (e) Use of dishwashers and washing machines which have water conservation features and /or utilize less water per cycle. (f) Where and as possible, residential laundry wastes shall be disposed of by means of an interceptor tank and ab- sorption bed or drainfield. Such installations shall be in accordance with the design standards of Chapter 10 -D6, Florida Administrative Code. The City, at its discretion, shall review and approve all water conservation measures proposed by Developer. 34. The parties hereto recognize that prior to the time the City may actually commence upon a program to carry out the terms and conditions of this Agreement, the City may be required to obtain approval from various state and local governmental au- thorities having jurisdiction and regulatory power over the con- struction, maintenance, and operation of a public utility. The City agrees that it will diligently and earnestly, at Developer's sole cost and expense, make the necessary and proper applications to all governmental authorities and will pursue the same to the end that it will use its best efforts to obtain such approval. Developer, at its own cost and expense, agrees to provide neces- sary assistance to the City in obtaining the approvals provided for herein. Upon execution of this Agreement, the City may require the payment of a reasonable fee to defray the City's legal, engineering, accounting, administrative and contingent expenses. 35. Submission of the Developer Agreement to the Developer by the City shall not constitute or be construed to constitute an offer of service to Developer by the City. The Developer Agree- ment shall become effective and binding upon the Developer and the City only at time of execution of same by the parties. 36. Failure to insist upon strict compliance of any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, or shall any waiver or relinquishment of any right or power hereunder at any one time, or times, be deemed a waiver or relinquishment of such right or power at any other time or times. 37. Regardless of where executed, this Agreement shall be construed according to the laws of the State of Florida. 38. In the event that relocation of existing water and sewer utilities are necessary for the Developer, Developer will reimburse the City in full for such relocations. 39. Any Supplemental Agreement attached hereto is incorporated herein by reference and made a part hereof. 11 IN WITNESS WHEREOF, Developer and the City have executed or have caused this Agreement, be duly executed in several part shall be considered an went. ATTEST: with the named Exhibits attached, to counterparts, each of which counter - orioinal executed coon of this Agree- CITY By: SIGNAT RE inky T � e e Y- a/ TYPED NAME K � .1oh �oc�c �•�T' 1126 EAST .STATE ROAD 43i► WINTER SPRINGS. F'L 3ea�8'/ . DATED: ''`......SE�� �.z CITY SEAL By: SIGNATURE ✓ G � ��iN PRINTED NAME t1y t� 0 rn rSj .rl --J Co c3 � 0 r COC> pt-n t-y r- rn C111 �W V) Ch%GS&4 A, '.' /!J_rz i'-4 COMPANY NAME (Printed or Typed ADDRESS -A.6 THIS INSTRUMENT WAS PREPARED KIPTON D. LOCKCUFF, P. E. ���i�.p►.✓�O%%� D I RECTOR DATED: o� /o�d A7-UTILITY .3 WINTER SPRINGS WATER & SEWER CORPORATE SEAL 1 N. FAIRFAX AVENUE WINTER SPRINGS. FL 32708 (407) 327 -1641 12 i EXHIBIT "A" Chelsea Parc at Tuscawilla LTD Name of Developer PROPERTY DESCRIPTION Itsa cz�v Chelsea Parc at Tuscawilla - Phase II M ....t r- c7 r C> n Date 2/20/93 13 ` i • EXHIBIT "B" Chelsea Parc at Tuscawilla LTD Name of Developer PLANT AND MAIN CAPACITY CHARGES Developer agrees to pay the City of Winter Springs the following plant and main capacities for Developer's proposed connections within the property described in Exhibit "A ". Said plant and main capacity charges to be paid by Developer are those which are set forth in Ordinance No. 449 of the City of Winter Springs, Florida and accordingly these charges may be changed from time to time with the approval of the City Commission. WATER Number of Gallons 10,000 SEWER Number of Gallons 6.000 RESERVATION FEES Number of ERC's 'rte Date 2/20/93 PAYMENT SCHEDULE Charge Per Gallon $1.12 Charge Per Gallon $6.30 Charge Per ERC $256.00 TOTAL Total Charges $11,200.00 Total Charges $37,800.00 Total Charges $5,120.00 $54,120.00 * $450.00 of the $2,450.00 per ERC capacity charge and all of the reservation fee are due upon execution. The $2,OOO.per ERC balance shall be payable prior to building permit application on an individual lot basis. The amount due upon execution is $14,120.00. ** ERC's remaining from Phase I are being allocated to Phase II. The 20 ERC's are what is necessary to complete the Phase II capacity requirements. 14 E'er *.j :�Cn- C) co > M '*t * $450.00 of the $2,450.00 per ERC capacity charge and all of the reservation fee are due upon execution. The $2,OOO.per ERC balance shall be payable prior to building permit application on an individual lot basis. The amount due upon execution is $14,120.00. ** ERC's remaining from Phase I are being allocated to Phase II. The 20 ERC's are what is necessary to complete the Phase II capacity requirements. 14 • a :Pry. RECORDED & VERiFIED 1992 OCT -9 AM t 25 THIS AGREEMENT made and entered into this day of by and between Winter Park HoI3i g here naf�ferred to as "Developer ", and CITY OF WINTER SPRI GS, FLORIDA, a municipal corporation, hereinafter referred to as the "City" WHEREAS, Developer owns or controls lands located in Seminole County, Florida and described in Exhibit "A" attached hereto and made a part hereof as if fully set out in this para- graph and hereinafter referred to as the "Property ", and Developer intends to develop the Property by erecting thereon, individually metered residential units, general service units, or combination of these; and WHEREAS, Developer has officially requested that the City provide central water distribution and sewage collection service for Developer's property herein described in Exhibit "A "; and WHEREAS, the City is willing to provide, in accordance with the provisions of this Agreement central water and sewer services to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive an adequate water supply and sewage collection and disposal service from the City; and WHEREAS, Developer's project and the receipt of water and sewer service is contingent upon the construction and utilization of existing and contemplated water and sewage service facilities and the availability of capacity of those facilities; NOW THEREFORE, for and in consideration of the premises, the mutual undertakings and agreements herein continued and assumed, the Developer and the City hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: (a) "Consumer Installation" - All facilities ordinarily on the consumer's side of the point of delivery. (b) " Contribution -in- aid -of- Construction (CIAC)" - The sum of money and /or the value of property represented by the cost of the water distribution and sewage collection systems including lift stations and treatment plants constructed or to be constructed by a Developer or owner, which Developer or owner transfers, or agrees to transfer, to the City at no • cost to the City, in order to.induce the City to provide utility service to specified property. (c) "Development Phase" A subdivision or construction phase of the construction of utility facilities on property. (d) "Equivalent Residential Connection (ERC)" - A factor used to convert a given average daily flow (ADF) to equivalent number of residential "connections. For this purpose the average daily flow of one.equivalent residential connection (ERC) is 500 gallons per day (gpd)'for water service and 300 gallons per day (gpd) for sewer service. The number of ERC's contained in a given ADF (water or sewer) is determined by dividing the ADF by the appropriate ERC gallons per day. The determination of the number of ERC's for the Property shall be subject to factoring as mutually agreed upon by the City and the Developer, if 1 riC,Guj CO' CLERK OF SZMINOLE COUNTY, FL. cn~' 334343 �o DEVELOPER AGREEMENT :Pry. RECORDED & VERiFIED 1992 OCT -9 AM t 25 THIS AGREEMENT made and entered into this day of by and between Winter Park HoI3i g here naf�ferred to as "Developer ", and CITY OF WINTER SPRI GS, FLORIDA, a municipal corporation, hereinafter referred to as the "City" WHEREAS, Developer owns or controls lands located in Seminole County, Florida and described in Exhibit "A" attached hereto and made a part hereof as if fully set out in this para- graph and hereinafter referred to as the "Property ", and Developer intends to develop the Property by erecting thereon, individually metered residential units, general service units, or combination of these; and WHEREAS, Developer has officially requested that the City provide central water distribution and sewage collection service for Developer's property herein described in Exhibit "A "; and WHEREAS, the City is willing to provide, in accordance with the provisions of this Agreement central water and sewer services to the Property and thereafter operate applicable facilities so that the occupants of the improvements on the Property will receive an adequate water supply and sewage collection and disposal service from the City; and WHEREAS, Developer's project and the receipt of water and sewer service is contingent upon the construction and utilization of existing and contemplated water and sewage service facilities and the availability of capacity of those facilities; NOW THEREFORE, for and in consideration of the premises, the mutual undertakings and agreements herein continued and assumed, the Developer and the City hereby covenant and agree as follows: 1. The foregoing statements are true and correct. 2. The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: (a) "Consumer Installation" - All facilities ordinarily on the consumer's side of the point of delivery. (b) " Contribution -in- aid -of- Construction (CIAC)" - The sum of money and /or the value of property represented by the cost of the water distribution and sewage collection systems including lift stations and treatment plants constructed or to be constructed by a Developer or owner, which Developer or owner transfers, or agrees to transfer, to the City at no • cost to the City, in order to.induce the City to provide utility service to specified property. (c) "Development Phase" A subdivision or construction phase of the construction of utility facilities on property. (d) "Equivalent Residential Connection (ERC)" - A factor used to convert a given average daily flow (ADF) to equivalent number of residential "connections. For this purpose the average daily flow of one.equivalent residential connection (ERC) is 500 gallons per day (gpd)'for water service and 300 gallons per day (gpd) for sewer service. The number of ERC's contained in a given ADF (water or sewer) is determined by dividing the ADF by the appropriate ERC gallons per day. The determination of the number of ERC's for the Property shall be subject to factoring as mutually agreed upon by the City and the Developer, if 1 cn~' �o M CO coo—n cD rn ::0 n M o-"" n -n CO` ;!w CIN CKD applicable. discretion regulatory • The City reserves to amend this definition agency may mandate. the right and total as usage or relevant (e) "Notice to Proceed" - A document executed by Developer expressing a formal order pursuant to the Developer agreement, for specific water and /or sewer service. (f) "Point of Delivery" - The point where the pipes or meter of the City are connected with the pipes of the consumer. Unless otherwise indicated, point of delivery shall be at the consumer's lot line. (g) "Property" - The area or parcel of land described in Exhibit "A ". (h) "Service" - The readiness and ability on the part of the City to furnish and maintain water and sewer service to the point of delivery for each lot or tract (pursuant to applicable rules and regulations of applicable regulatory agencies). 3. Assurance of Title - Within a period of forty -five (45) days after the execution of this contract, or prior to Developer issuing the Notice to Proceed to Utility, at the expense of Developer, Developer agrees to deliver t'o Utility a Certificate of Title, a Title Insurance Policy or an, opinion of title from a qualified attorney -at -law, with respect to the Property. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights of service contained in this Agreement. 4. Connection Charges - In addition to the contribution of any water distribution and sewage collection systems, where applicable, and further to induce the City to provide water and sewage service, Developer hereby agrees to pay to the City the following connection charges: (a) Contributions in Aid of Construction:. (1) Plant and main capacity charges as set forth in Ordinance No. 449 and described n.Exhibit "B ". (b) Payment of the connection charges, does not and will not result in the City waiving any of its rates or rules and regulations, and their enforcement shall not be affected in any manner whatsoever, by Developer making payment of same. The City shall not be obligated to refund to Developer any portion of the value of the connection charges for any reason whatsoever, nor shall the city pay any interest or rate of interest upon the connection charges paid. Neither Developer nor any person or other entity holding any of the Property by, through or under Developer, or otherwise, shall have any present or future right, title, claim or interest in and to the connection charges paid or to any of the water or sewer facilities and properties,of Utility , and all prohibitions applicable to Developer with respect to no'refund of connection charges, no interest payment on said connection charges and otherwise, ar applicable to all'persons or .entities. Any user or consumer of water or sewer service shall not be entitled to offset any bill or bills rendered'by'the City for such service or services against the connection charges paid. Developer shall not be entitled to offset the connection charges against any claim or claims of the City. 5. Payment - Developer shall pay in full all treatment plant and main capacity charges for all capacity reserved hereunder at the time of execution hereof. The Developer shall tV rn CO °o-n : xn iE D C3 r- c� rn Q -v o -n CO �o r CIN MUU) W • pay in full all capacity reservation charges within 30 days of the date that such fee is billed. 6. Capacity - Capacity reservation procedure shall be as provided in Resolution No. 509, City of Winter Springs, Florida, dated August 26, 1985. The parties agree that the capacity needed to provide service to the Property is 26,000 gal }ons per day for potable water supply and 15,60 gallons per day for wastewater removal. Developer agrees that the number of units of capacity reserved hereby shall not exceed the number of units of development for which capacity is reserved hereby pursuant to Exhibits B and C. Developer agrees that sewage to be treated by the Utility for Developer's property will consist of domestic wastewater and further agrees that it will not allow any abnormal strength sewage to flow from Developer's property to the City's sewage treatment facility that will cause harm to the treatment process. In addition, developer further agrees that no wastewaters, fluids or other substances and materials shall be discharged to the City's sanitary sewer collection /transmission system, which contains any hazardous, inflammable', toxic and /or industrial constituents, in whole or in part, regardless of the concentrations (i.e., strengths) of said constituents. Developer grants to the City the right to sample the Developer's compliance with this paragraph. 7. Guaranteed Revenue Charges Commencing on execution Developer shall be required to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. 8• On -site Installation - To induce the City to provide the water treatment and sewage collection and disposal facilities, and to continuously provide consumers located on the Property with water and sewer services, unless otherwise provided for herein, developer hereby covenants and agrees to construct and to transfer ownership and control to the City, as a contribution -in- aid -of- construction, the on -site. water, distribution and sewer collection systems located on developer's property. The term "on -site water distribution and sewage collection systems" means and includes all water distribution and supply mains, lines and pipes, and related facilities, and sewage collection lines ,facilities and equipment, including pumping stations, constructed within the boundaries of Developer's property adequate in size to serve each lot or unit within the property in accordance with the plans, specifications and all other pertinent documents approved by the City. Developer will furnish the City with three (3) copies of the plans and specifications for the water distribution system, sewage collection main lift stations and.other facilities necessary to serve the property described in Exhibit` "A". (a) Developer shall obtain approval of plan,s and spec- ifications from all necessary agencies. No construction shall commence until the City and appropriate regulatory agencies have approved such plans and specifications in writing. If construction commences prior to all such approvals and any other approvals required hereunder, the City shall have no responsibility to accept such lines and facilities and the City may elect to terminate the Agree- ment and or not provide service to Developer until such time as Developer obtains all such required approvals. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to the City one copy of the water and /or sewer constructioi permit and approved plans. Developer shall also supply to the City a copy of the final estimate of payment covering all contract items and Release.of Lien from Contractor(s). (b) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, ol^ the engineer of record, shall set up a preconstruction conference with engineer of record, the City's Utility Director, appropriate building official(s), all other utility companies involved. in' the development of t h e kwl N rn CO CD D r-' rn ;0 Cl) rn _VC) _n co > = C- (T MC) • Property, and other employees of the City, as may be appropriate. Developer shall provide to the City's Utility Director forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written- notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when the City actually receives same. During the construction of the water distribution and sewage collection systems by Developer, the City shall have the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer of record shall also inspect construction to insure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard tests and inspections for pressure, exfiltration, .line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (c) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the,appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. The engineer of record shall also submit to the City ammonia mylars of the as -built plans prepared and certified by the engineer of.record. 9. Off -site Installation - The Developer will construct and install all water mains, gravity sewer lines, lift station(s) and force main(s) from Developer's property to the City's existing facilities in accordance with overall master plans of the utility system and in accordance with approved engineering plans and specifications. At all times prior to, during and upon completion of construction of the extensions of water and sewer lines, the City shall have the right to inspect and approve all construction plans and specifications, piping, connectiions, equipment, materials and construction work being provided or performed, or previously provided or performed, by' or on behalf of the Developer. Such approval shall not be unreasonably with- held or delayed by the City, and any costos of such inspections shall be borne by the City. It shall -be the Developer's responsibility to insure that all construction fully meets the plans and specifications approved by the City. As a. condition precedent to receiving water and sewer service, Developer shall: (a) Furnish the City with. three (3) copies of the plans, specifications and engineering cost estimate for the water distribution system, sewage collections system, lift station(s) and other facilities necessary to serve the prop- erty described in Exhibit "A ". Developer must receive approval from the City of said plans, specifications and engineering cost estimate prior to proceeding.with any construction of the facilities. (b) Obtain approval of the plans and specifications from all necessary governmental agencies,. including,, but not limited to, the Florida Department of Environmental Regulation, the County of Seminole, and /or the City. No construction shall commence until the City and'appropriate regulatory agencies have approved such plans and specifi- cations in writing. When permits and approved plans are returned by appropriate regulatory agencies to Developer, Developer shall submit to the City one (1) copy of water and /or sewer construction permit and approved plans. (c) After the approval of plans and specifications by the City and appropriate regulatory agencies, Developer, or 4 WE N s` rn CO 0 r M n OD A1] mo o-n o -n D r- rn C) >-:;u MC) MN • • the engineer of record, shall set up a preconstruction con- ference with engineer of record, the City's Utility Director or his duly appointed representative, appropriate building official(s), all other utility companies involved in the development of the Property, and other employees of the City, as may be appropriate. Developer shall provide to the City's Utility Director forty -eight (48) hours written notice prior to commencement of construction and forty -eight (48) hours written notice prior to any inspections or tests being performed as described herein. "Notice" shall be complete when the City receives same. During the construction of the water distribution and sewage collection systems by Developer, the City shall have the right to inspect such installations to determine compli- ance with the approved plans and specifications. The engineer, of record shall also inspect construction to assure compliance with the approved plans and specifications. The engineer of record and City's Utility Director or his duly appointed representative shall be present for all standard: tests and inspections for pressure, exfiltration,' line and grade, and all other normal engineering tests and inspec- tions to determine that the systems have been installed in accordance with the approved plans and specifications, and good engineering practices. (d) Upon completion of construction, Developer's engineer of record shall submit to the City a copy of the signed certification of completion submitted to the appro- priate regulatory agencies. If certification is for the water distribution system, a copy of the bacteriological results and a sketch showing locations of all sample points shall be included. Developer's engineer shall deliver one (1) set of ammonia mylars of "As- built" engineering plans', prepared by the professional engineer of record, showing the location of all water and sewer systems and services installed, and certification by the professional engineer of record,to the Utility that such systems and services, as built, comply with the plans and specifications approved by the City. Furnish proof satisfactory to the City that the installation of the facilities and all contractors, subcon- tractors, materialmen and laborers have been paid in full, and provide an engineer's certificate of total cost of improvements, i.e., by Release of,Lien or other appropriate means. (e) Install, at its sole expense, all of the aforesaid facilities off -site, in accordance with the plans and spec- ifications approved by the City. The 'City agrees it will complete its review of the plans and specifications within thirty (30) days of receipt from the Developer. 10. By these presents, Developer hereby agrees to transfer to the City title to all water distribution and sewage-collection systems installed by Developer or Developer's contractor, pursu- ant to the provisions of this Agreement. Such conveyance shall take effect at the time the City issues its final letter of acceptance. As further evidence of said transfer of title, upon completion of the installation, but prior to the issuance of the final letter of acceptance and the rendering of service by the City, Developer shall: (a) Convey to the City, by bill of sale in form satis- factory to the City, the water distribution and sewage col- lection systems as constructed by Developer and' approved by the City, as appropriate for City ownership. ' (b) Provide the City with copies of Releases of Lien for said invoices. (c) Assign any and all warranties and /or maintenance .0 SCO ta'n WSJ n �. > r � M C") O --- n -+� 00 r- c r�i� bonds and the rights to enforce same to the City which De- veloper obtains from any contractor constructing the utility systems. Developer shall remain secondarily liable on such warranties. If the City does not obtain such written war- ranty and /or maintenance bond from its contractor and deliver same to the City, which warranty and /or maintenance bond shall be for a minimum period of one year, then in such event, Developer by the terms of this instrument, agrees to indemnify and save harmless the City for any loss, damages, costs, claims, suits, debts, or demands by reason of latent defects in the systems which could not have been reasonablytn discoverd upon normal engineering inspection, for a period of one year from the date of acceptance by the City of said utility systems. c3 r to (d) Provide the City with all appropriate operation / Cl) maintenance and parts manuals. '*t (e) Further cause to be conveyed to the City all F easements and /or rights -of -way covering areas in which water and sewer systems are installed, by recordable document in form satisfactory to the City. Convey title to the City, by recordable document in form satisfactory to the City, an acceptable site for any lift stations constructed on Developer's Property along with recordable ingress /egress easement documents. The City agrees that the issuance of the final letter of acceptance for the water distribution and sewage collec- tion systems installed by Developer shall constitute the assumption of responsibility by the City for the continuous operation and maintenance of such systems from that date forward. 11. Easements - Developer hereby grants and gives to the City, its successors and assigns, but subject to the terms of this Agreement, the exclusive right or privilege to construct, own, maintain or operate the water and sewer facilities to serve the Property; and the exclusive right or privilege to construct, own, maintain and operate said facilities in, under, upon, over and across the present and future streets, roads, alleys and easements, reserved utility strips and utility sites, and any public place as provided and dedicated to public use in record plats, or as provided for in agreements, dedications or grants made otherwise and is independent of said record plats. Mortgagees, if any, holding prior liens on the Property shall be required to either release such liens, subordinate their position or join in the grant or dedication of the easements or rights -of- way, or give to the City assurance by way of a "non- disturbance agreement ", that in the event of foreclosure, mortgagee would continue to recognize the easement rights of the City, as long as the City complies with the terms of this agreement. All water distribution and sewage collection facilities, save and except consumer installations, shall be covered by easements or rights - of -way if not located within platted or dedicated roads or rights -of -way for utility purposes. Developer hereby further agrees that the foregoing grants include the necessary right of ingress and egress to any part of the Developer's property upon which the City is constructing or operating utility facilities. The foregoing grants shall be for such period of time as the City or its successors or assigns require such rights, privileges or easements in the construction, ownership, maintenance, operation or expansion of the water and sewer facilities. The parties agree that in the event Developer and the City agree to install any of the water or sewer facilities in lands within the Property lying outside the streets and easement areas described above, then Developer or the owner shall grant to the City, the necessary easement or easements for such "private property" installation; provided, all such "private property" installations by the city shall be made in such a manner as not to interfere with the then primary use of such "private property ". The use of easements granted by Developer to the City shall not preclude the use by other utilities of these easements, such as for cable 6 N W C> CO A M CO PICCAA television, telephone, electric, or gas utilities, or as otherwise agreed to by the City, provided each does not interfere with'the City's use thereof. The City hereby agrees that all easement grants will be utilized in accordance with the established and. generally accepted practices of the water and sewer industry with respect to the installation of all its facilities in any of the easement areas. 12. Agreement to Serve - Upon the completion o'f construc- tion of the water and sewer facilities by Developer, its inspec- tion, the issuance of the final letter of acceptance by the City, and the other terms of this Agreement and the City's Main Exten- sion Policy, the City covenants and agrees that it will allow the connection of water distribution and sewage collection facilities installed by Developer to the central facilities of the,City and provide utility service in accordance with the terms and intent of this Agreement. Such connections shall at all times be in accordance with rules, regulations and orders of the' applicable governmental authorities. The City agrees that once it provides water and sewer service to the Property and Developer or others have connected consumer installations to its system and paid applicable charges, that thereafter the City will continuously provide, in accordance with the other provisions of this agreement, including rules and regulations and rate schedules, water and sewer service to the Property in a manner to conform with all requirements of the applicable governmental authority having jurisdiction over the operations of the City. 13. Application for Service: Consumer Installations - Dev- eloper, or any owner of any parcel of the Property, or any occupant of any residence, building or unit located thereon shall not have the right to and shall not connect any consumer installation to the facilities of the City until formal written application has been made to the City by the prospective user of service, or either of them, in accordance with the then effective ordinances, resolutions, rules and regulations of the City of Winter Springs, and approval for such connection has been granted. Although the responsibility for connecting the consumer installation to the meter and /or lines of the City at' the point of delivery is that of the Developer or entity other than the City, with reference to such connections, the parties; agree as follows: (a) Application for the installation of water meters and backflow preventors, if applicable, shall be made twenty -four (24) hours in advance, not including Saturdays, Sundays and holidays. (b) All consumer installation connections shall be inspected by the City and applicable charges paid before inspection, backfilling and covering of any pipes. (c) Written notice to the City requesting an inspec- tion of a consumer installation connection shall be given by the Developer or his contractor, and the inspection will be made within twenty -four (24) hours, not including Saturdays, Sundays, and holidays, provided the water meter and back - flow preventor, if applicable, have been . previously installed. (d) If the City fails to inspect the consumer instal- lation connection within forty -eight (48) hours after such inspection is requested in writing by Developer or the owner of any parcel, Developer or owner may backfill or cover the pipes without, the City's approval and the City must accept the connection as to any matter which could have been discovered by such inspection. (e) The cost of constructing, operating, repairing or maintaining consumer installations shall be that of Developer or a party other than the City. .7 wu 3 GO I'D C) r M C-) d~" Cb f tT ta•7 MC) �_n A r M CI) 3> w MC) M Cn a (f) If a kitchen, cafeteria, restaurant or other food preparation or dining facility is constructed within the Property, the City shall have the right to require that a grease trap and /or pretreatment unit be constructed, in- stalled and connected so that all waste waters from any grease producing equipment within such facility, including floor drains in food preparation areas, shall first enter the grease trap for pretreatment before the wastewater is delivered to the lines of the City. The size, materials and construction of said grease trap are to be approved by the City. Developer hereby grants to Utility the right to periodically inspect the pretreatment facilities herein described and assess charges if necessary. The provisions of this paragraph shall not apply to individual residential kitchens. cn M No substance other than domestic wastewater will be 3t placed into the sewage system and delivered to the lines of the = City. Should any non- domestic wastes, grease or oil's, including, r- but not limited to, floor wax or paint, be delivered to the m lines, the Customer will be responsible for payment of the cost O and expense required in correcting or repairing any resulting• damage or impairment to the treatment process and /or facilities -D and any other prescribed penalty. 14. City's Exclusive Right to Utility Facilities - Devel- oper agrees with the City that all water and sewer facilities accepted by the City in connection with providing water and sewer services to the Property shall at all times remain in the sole, complete and exclusive ownership of the City, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have any right, title, claim or ,interest in and to such facilities or any part of them, for any purpose, including the furnishing of water or sewer services to other persons or entities located within or beyond the - limits of the Property. Developer may provide for the availability of those water services to the Property which constitute "non- domestic" uses such as for irrigation purposes. 15. Exclusive Right to Provide Service - As a further and essential consideration of this Agreement, Developer, or the successors and assigns of Developer, shall not (the words "shall not" being used in a mandatory definition) engage in business or businesses of providing potable water or sewer services to the Property during the period of time the City, its.successors and assigns, provide water and sewer services to the Property, it being the intention of the parties hereto that, under the foregoing provision and also other provisions of this Agreement, the City shall have the sole and exclusive right and privilege to provide water and sewer services to the Property and to the occupants of each residence, building or unit constructed thereon, except for the providing by Developer, from its own sources and lines for irrigation uses. 16. Rates - The City agrees that the rates to be charged to Developer and individual consumers of water and sewer services shall be those set forth by ordinance of the City. Notwithstanding any provision in this Agreement, the City may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering water and sewer services to the Property, including the costs thereof. Any such initial or future lower or increased rate schedules, and rules and regulations established, amended or revised and enforced by the City from time to ,time in the future,as provided by law, shall be binding upon Developer; upon any person or other entity holding by, through or under Developer; and upon any user or consumer of the water'and sewer service provided to the Property by the City. 17. Binding Effect of Agreement - This Agreement shall be binding upon and shall inure to the benefit of Developer, the City and its respective assigns and successors by merger, con- solidation, conveyance or otherwise, subject to the terms of this N CO L-) _n C) D M CO LTA Mtn t� • agreement as contained herein. • In the event of a sale of all, or substantially all, of the assets of the City to a governmental agency or authority or third party, such governmental agency, authority, or third party shall assume all of the City's responsibilities and duties to Developer hereunder and the liability of the City shall cease. Any such purchaser must, however, acknowledge its obligation to honor this Agreement. MISCELLANEOUS PROVISIONS 18. Notice - Until further written notice by'either party to the other, all notices provided for herein shall be'ih writing V and transmitted by messenger, by mail or by telegram, and if to Developer, shall be mailed or delivered to: co M 4D DEVELOPER: C3 C-" With a COPY to: m n and if the City, at: 1126 East S.R. 434, Winter Springs, FL 32708r'- C:) 19. Laws of Florida - This Agreement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 20. Cost and Attorney's Fees - In the event the City or Developer is required to enforce this Agreement by Court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorney's fees. 21. Force Ma_jeure - In the event that the performance of this Agreement by either party to this Agreement is prevented or interrupted in consequence of any cause beyond the control of either party, including but not limited to Act of God or of the Public enemy, war, national emergency, allocation or of other governmental restrictions upon the use or availability of labor or materials, rationing, civil insurrection, riot, racial or civil rights disorder or demonstration, strike, embargo, flood, tidal wave, fire, explosion, bomb detonation, nuclear fallout, windstorm, hurricane, earthquake, or other casualty or disaster or catastrophe, unforeseeable failure or breakdown of pumping transmission or other facilities, any and all governmental rules or acts or orders or restrictions or regulations or requirements, acts or action of any government or public or governmental authority or commission or board or agency or agent or official or officer, the enactment of any statute or ordinance or resolution or regulation or rule or ruling or order, order or decree or judgement or restraining order or injunction of any court, said party shall not be liable for such non - performance. 22. In the event the City's performance is prevented by the happening of an event of "force majeure" as referenced in Section 21 above, the City shall refund to Developer the amount of monies previously paid by Developer to the City. Such refund shall be without interest or penalty. 23. The rights, privileges, obligations and covenants of Developer and the City shall survive the completion of the work of Developer with respect to completing the facilities and services to any development phase and to the Property as'a whole. 24. This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and the City, made with respect to the matters herein contained, and when duly executed, fully constitutes the agreement between Developer and the City. No additions, alterations or variations of the terms of this Agreement shall be' valid, nor can provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers 9 QC) �n r- 70 rn n -n a Y :�u M N r i. . are expressed in writing and duly signed. 2S. The City's liability to Developer for non-performance herein shall be limited to the provisions of Section 21 hereof. 26. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine, feminine and neuter genders shall each include the other. 27. Exhibits mentioned herein have been signed-or initiated by the duly authorized officers, agents or attorneys of the parties hereto and are hereby incorporated herein by.reference and made a part hereof as fully as if set forth herein. 28. Whenever approvals of any nature are required by either party to this Agreement, it is agreed that same shall not be un -r; reasonably withheld or delayed. CD 29. Notwithstanding the gallonage calculations that coulm'n be made hereunder relative to ERC's, by and execution hereof, (7 rV CO Developer agrees that the intention of this contract is tCR reserve a give number of units of capacity for the, pro pert yrn O described in Exhibit "A" and not for purposes of any othe,- calculations. r' 30. It is agreed by and between the parties hereto that all words, terms and conditions contained herein are to be read in concert, each with the other, and that a provision contained under one heading may be considered to be equally applicable under another in the interpretation of this contract. 31. By the execution hereof, Developer agrees that the City has certain obligations as a public utility to protect the health, safety and welfare of the public and not to burden the City's customers with extraordinary expenses attributed or Attributable to Developer, his successors or assigns, and that the City, may, at its sole option, require pretreatment or special features such as grease traps. It is the intention of the parties that all sewage shall conform to the requirements of Paragraph 6 hereto and any applicable ordinance of the City prior to introduction into the City's collection system. Developer shall be responsible for all costs associated herewith. 32. Utility shall, at all reasonable times and hours, have the right of inspection of Developer's internal lines and facilities. This provision shall be binding on the successors and assigns of the Developer. 33. Water conservation measures shall be employed by the Developer. Said measures shall include but not be limited to: (a) Low flush toilets'`which,utilize 3.5 gallons or less of water per flushing cycle. (b) Shower heads which have flow restrictors, pulsating features, flow control devices or other features which result in water conservation; and do not allow a flow exceeding 3.0 gallons per minute at 60 psi. (c) No swimming pool filter backwash water, or any other swimming pool wastewater shall be discharged to the sanitary sewer system. (d) Spring - loaded /automatic shut -off water fixtures shall be utilized in all public restrooms. This shall include lavatory fixtures. (e) Use of dishwashers and washing machines which have water conservation features and /or utilize less water per cycle. (f) Where and as possible, residential laundry wastes shall be disposed of by means of an interceptor tank and'ab- sorption bed or drainfield. Such installations shall be in accordance with the design standards of Chapter 10 -D6, 1� CDC) o-n ca-n � n f" M n A� MW W CDC) o-n ca-n � n f" M n A� MW W • • Florida Administrative Code. The City, at its discretion, shall review and approve all water conservation measures proposed by Developer.. 34. The parties hereto recognize that prior to the time the City may actually commence upon .a program to carry out' the terms and conditions of this Agreement, the City may be required to obtain approval from various state and local governmental au- thorities having jurisdiction and regulatory power over the con- - struction, maintenance, and operation of a public utility. Tt,e City agrees that it will diligently and earnestly, at,Develot:)er's sole cost and expense, make the necessary and proper applicrt: ions to all governmental authorities and will pursue the same to the end that it will use its best efforts to obtain 'such approval. Developer, at its own cost and expense, agrees to provide neces- sary assistance to the City in obtaining the approvals provid?rn for herein. Upon execution of this Agreement, the City Max require the payment of a reasonable fee to defray' the City' = legal, engineering, accounting, administrative and contingenF_ expenses. M Cl) 35. Submission of the Developer Agreement to the Develop a by the City shall not constitute or be construed to constitute r� offer of service to Developer by the City. The Developer AgPlee ment shall become effective and binding upon the Developoi- ai)d the City only at time of execution of same by the parties. 36. Failure to insist upon terms, covenants, or conditions waiver of such terms, covenant waiver or relinquishment of any one time, or times, be deemed a right or power at any other time strict compliance of any of the hereof shall not be deemed a S, or conditions, or shall any right or power hereunder at any waiver or relinquishment of such or times. 37. Regardless of where executed, this Agreement shall be construed according to the laws of the State of Florida. 38. In the event that relocation of existing' water and sewer utilities are necessary for the Developer, Developer will reimburse the City in full for such relocations. 39. Any Supplemental Agreement attached hereto is incorporated herein by reference and made a part hereof. 11 ^J CO c6a-n D r- 70 cn ._.. Cl) CO > W .,_J MC) NJ rY r cn • • IN WITNESS WHEREOF, Developer and the City have executed or have caused this Agreement, with the named Exhibits attached, t be duly executed in several counterparts, each of which count art shall considered an original executed copy of this Agreement. ATTEST: �&, % SIGNATURE i MARY T. NORTON TYPED NAME CITY CLERK CITY OF WINTER SPRINGS 1126 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708 THIS INSTRUMENT WAS PREPARED BY: KIPTON D. LOCKCUFF, P.E. UTILITY DIRECTOR WINTER SPRINGS WATER & SEWER 1 NORTH FAIRFAX AVE. WINTER SPRINGS, FLORIDA 32708 (407) 327 -1641 CITY 0j Rr G$ J1 BY: CITY MANAGER, �t�TSKY CO own CITY OF WIN S R PIGS > 1126 EAST ffiTE " x540 == rn . A • �32M8, WINTER S lfQ `. :C CO ��� W /o Mco DATED: V t,J� CITY SEAL 4, n" "DEVELOPER ": BY: rjq-,, k =,— 4V Co 0 N�k� COMPANY NAME (Printed or Typed) pwi ADDRESS 9-- /)_q DATED CORPORATE SEAL C 11�t Ittf '411t EXHIBIT "A" • Name of Developer PROPERTY DESCRIPTION CONTAINING 18.502 ACRES MORE OR LESS.. Date 13 I\) LEGAL DESCRIPTION to `)" C.0 FU ,-n /Shed By Owner A r r" M FROM THE NORTHEAST CORNER OF WINTER SPRINGS UNIT 3, AS RECORDED IN PLAT BOOT 17, AT PAGES 89 AND 90 OF THE PUBLIC RECORDS OF SEMINOLE O "' �� COUNTY, FLORIDA, RUN NORTH 87 °51'00" EAST ALONG THE NORTHERLY RIGHT -n co �2 OF WAY LINE OF NORTHERN WAY, A DISTANCE OF 487.69 FEET TO THE POINT' --� r*K!' OF BEGINNING; THENCE RUN NORTH 31 045'52" WEST FOR 212.94 FEET TO -� THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 560.00 FEET; THENCE RUN NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 52 021'43 ", FOR 511.78 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE RUN NORTH 20 035'51" EAST FOR 456.85 FEET; THENCE SOUTH 69 024'09" EAST FOR 80.00 FEET; THENCE SOUTH 31 023'45" EAST FOR 652.31 FEET; THENCE NORTH 68 002'37" EAST FOR 452.35 FEET; THENCE RUN SOUTH 21 057'23" EAST FOR 322.25 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 450.00 FEET; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 23 043'07 ", FOR 186.29 FEET; THENCE RUN SOUTIi 44 019'30" WEST FOR 160.00 FEET; THENCE RUN SOUTH 04 046'00" WEST, FOR 138.35 FEET TO A POINT OF THE NORTHERLY RIGHT OF WAY LINE OF NORTHERN WAY; THENCE RUN NORTH 85 014'00" WEST, ALONG SAID RIGHT OF WAY LINE, FOR 256.41 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 3,349.47 FEET; THENCE RUN WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 06 055'00 ", FOR 404.34 'FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE CONTINUING ALONG SAID RIGHT OF WAY LINE, RUN SOUTH 87 °51'00" WEST FOR 275.60 FEET TO THE POINT OF BEGINNING. CONTAINING 18.502 ACRES MORE OR LESS.. Date 13 EXHIBIT "B" W`,���r Name of Developer PLANT AND MAIN CAPACITY CHARGES Developer agrees to pay the City of Winter Springs the following plant and main capacities for Developer's proposed connections within the property described in Exhibit "A ". Said plant and main capacity charges to be paid by Developer are those which are set forth in Ordinance No. 449 of the City of Winter Springs, Florida and accordingly these charges may be changed from time to time with the approval of the City Commission. WATER Number of Gallons 26,000 SEWER Number of Gallons 159600 RESERVATION FEES Number of ERC's 52 Dat e J'��`S— PAYMENT SCHEDULE Charge Per Gallon Total Charges $1.12 $29,120.00 M_ Charge Per Gallon Total Charges Cl) rn .... $6.30 $989280.00 CO Cn MW Charge Per ERC $256.00 Total Charges $13,312.00 TOTAL $140,712.00* * $450.00 of the $2,450.00 per ERC capacity charge and all of the reservation fee are due upon execution. The $2,000 per ERC balance shall be payable prior to building permit application on an individual lot basis. The amount due upon execution is $36,712.00 14 0 i Winter Park Holding Company September 23, 1992 Kipton Lockcuff Utility Director City of Winter Springs 1 North Fairfax Avenue Winter Springs, Florida 32708 Dear Kipton: We are returning the revised Developer Agreement for Chestnut Ridge. If you need additional information, please give me a call. Very t ly, J �-�Larry dwin President cc: file enclosure LG /mm * *New Address ** 1150 Louisiana Ave. 5 -B Winter Park, Florida 32789 Telephone: 628 -4005 Fax: 647 -3435 A Land Development Company • 1069 West Morse Boulevard • Winter Park, Florida 32789 • 407/6284005 A)b DEVELOPER'S AGREEMENT THIS AGREEMENT made and entered into this z3 day of April 1990, by and between HOOKER HOMES, INC., a Georgia corporation, a debtor in possession, selling the property to the MITCHELL COMPANY, an Alabama general partnership, hereinafter referred to as "DEVELOPER ", and SEMINOLE UTILITY COMPANY, a Florida corporation, hereinafter referred to as "SERVICE COMPANY ". W I T N E S S E T H: WHEREAS, Developer owns or controls lands located in Seminole County, Florida, and described in Exhibit "A" annexed hereto, which lands together with any and all improvements presently existing or hereafter constructed thereon shall be referred to herein as the "Property ", and Developer is about to develop the Property by constructing 196 condominium projects, 1 clubhouse, 1 swimming pool and 1 accessory building thereon all in accordance with _Developer's plan of development annexed hereto as Exhibit "B "; and, WHEREAS, Developer desires to arrange for water distribution and sanitary sewage disposal services to be provided to the Property; and, WHEREAS, Service Company holds a Certificate issued by the Florida Public Service Commission entitling it to provide such water and sewage service to the Property (the "Franchise "); and WHEREAS, Developer desires that Service Company provide the said water distribution and sanitary sewage disposal services to the Property and to each occupant of each residence, building or unit constructed on the Property and Service Company is agreeable to supplying such services under certain terms and conditions and 'Du =suant to its franchise; and WHEREAS, the parties hereto wish to define their respective rights and obligations relative to the foregoing; NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other valuable considerations, the receipt and sufficiency of which are acknowledged by the execution of these presents, the parties hereto agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated in their entirety by reference hereto. 1 B /CLO:8738002HKR 04/21/90.1 2. Definitions. The following definitions and references are given or the purpose of interpreting the terms as used in this agreement. and apply unless the context indicates a different meaning: A. "As -Built Plans" - drawings of the approved, completed and installed lines, pumping stations, valves, controls, etc., giving what the Service Company shall determine to be adequate information to locate, operate and maintain in the future all parts of the systems or parts thereof as deemed necessary by the Service Company and as required hereunder. B. "Consumer Installation" - all facilities on the consumer side of the point of delivery. C. "Contribution In Aid Of Construction" - the water distribution and sewage collection facilities paid for and installed by the Developer which Developer, by this agreement, covenants and agrees to donate to Service Company. D. "Certificate" - the certificate issued by the Florida Public Service Commission to Service Company entitling Service Company to render to the public water distribution and sanitary sewage disposal services within its certified area, which term shall be taken to include all Rules, Regulations and Policies relating thereto as filed with the Florida Public Service Commission, all as the same exists and are extended and /or modified from time to time. E. "Equivalent Residential Connection" ( "ERC ") - the amount of water plant and system capacity or sewage treatment plant and system capacity in gallons required to provide adequate water and sewer service to each metered connection at the point of delivery of a single - family residence. For purposes of this agreement, ERC shall be 500 gallons of water per day and 300 gallons of sewage per day per metered connection. F. "Lot Or Tract" - each building site as platted for record or as shown on the master plan and plat of the Property attached as Exhibit "B ". G. "Point Of Delivery" - the point where the pipes and /or meters of Service Company are connected with the pipes of the consumer, unless otherwise indicated on the water and sewer plans provided by the Developer and approved by the Service Company. For purposes of this agreement, point of delivery for sewage services shall be defined as the existing sanitary sewer service manhole on the east side of Property which receives sewage from sanitary sewage manhole #11 via 105 linear feet of 8 inch pipe as described on Exhibit " C For purposes of this agreement, water service shall be defined as service provided on the delivery side of the meter. 2 B /CLO:8738002HKR 04/21/90.1 H...- " Property " - all th . e land described on Exhibit "A" and all improvements thereon now existing or hereafter constructed. I. "Service" - the readiness and ability on the part of the Service Company to furnish water or sewage service Y be the o the benefit of each unit, lot or building, Making the same available at the agreed upon point of delof ery by the Service Company shall constitute the rendering for the service, and the maintenance of a connection providing the removal and disposal e °viceanl Unless otherwise shall indicat indicated, constitute water rendering of sewage service includes the water meter and its box. J. "Stage Area" - refers to a part of the Property which is or is to be developed as a stage or phase of development. K. "Unit" - each living unit of a multiple family complex. 3. Grant Of Rights To Service Company. Developer hereby grants and gives to Service Company, its successors and assigns, the exclusive rights, privileges, and easements as follows: A. To construct, reconstruct, repair, replace, improve, alter, remove, relocate, own, maintain, and operate the water supply and sanitary sewer facilities, in, under, upon, over and across the present and future public or private streets, roads, terraces, alleys, easements, and reserved utility strips as shown on the plat or plats of the property recorded or to be recorded, or by agreements independent thereof, or in dedications or otherwise, (all of the foregoing being sometimes hereinafter referred to as "Easement Area(s)") for the purpose of supplying water service and sanitary sewage service (and all services incidental or necessary with respect thereto or to maintenance or replacement, thereof) to the Property, properties or persons within or beyond the limits of the Property. To perform emergency repairs on the water and sewage system whether owned by Developer or Service Company and to be reimbursed by Developer for the costs of repairs on Developer's lines. To enter onto the Property in accordance with paragraph 7 herein to lock curb stops in the event of non - payment of assessments by the Developer. The rights granted shall include all necessary rights of egress shand ingress to each of the lots, easements, etc., that may be on such plat or plats or contained in separate agreements concerning the same. B. In the event that Service Company is required or desires to install any water or sewage facilities in lands within the Property lying outside the streets and Easement Areas described above, then Developer or the owner shall grant to Service Company without cost or expense to Service Company the necessary easement B /CL0:8738002HKR 3 04/21/90.1 iop provided or easements_ fr om such " rivate P roperty" installat shall ube madelintsuchra manner as not installations toointerfere with themthen shall primary use of such private property. C. The rights, privileges or easements herein granted are granted for such period of time as Service Company or its successors or assigns require such rights, privileges or easements in n of such water yst m and sanitary sewage system. ownership or expansion system D. The rights, privileges and easements described in Paragraphs 3A, B, and C above are granted at no cost or expense to Service Company other than the undertakings and agreements stated in this agreement, and Developer shall save and hold Service Company harmless in connection with any expense incurred by Service Company in defending or protecting such rights. E. In the event that in order to serve the Property the Service Company requires easements, rights of way, ingress or egress rights, etc., across or through private property not owned or controlled by the Developer, the Developer will without cost to the Service Company obtain said easements, rights -of -way, etc., in the Service Company's name. F. Service Company covenants that it will use diligence in ascertaining all required easement locations and Developer covenants that it will use diligence in constructing water supply facilities (to the meter box) and sewage collection facilities (to the end of the "wye") within all easements locations however, hould such construction is to be done by Developer); Service Company or Developer, their successors or assigns, find any facilities constructed within the Property outside of an Easement Area, Developer, the successors and assigns of Developer, covenant and agree that Service Company will not, at its cost, be required to move or relocate any facilities lying outside an Easement Area so long as the facilities do not interfere with the then or proposed use of the area in which the facilities have been installed. Should the facilities interfere with the then or proposed use of the area in which they are installed, and should the improper installation be the fault of the Service Company, and provided Developer, its successors or assigns are not in default hereunder, the Service Company agrees to move and relocate the facilities lying outside an Easement Area to within the Easement Area within a reasonable time as determined by the Service Company. G. In relation to all easements, rights -of -way, etc., provided to Service Company pursuant hereto, Developer shall furnish copies of the recorded easement, right -of -way► etc., together with an attorney's title opinion that such easement, right -of -way, etc., is valid and unencumbered. 4 B /CL0:8738002HKR 04/21/90.1 4: _'Payments By Developer. A.. Service "Availabilit Char e. Developer has previously furnished al sums due then in accordance with the tariff and - rate order then in effect to Service Company per each E y u nder to be reserved for and committed to Developer and the Propertty u the terms of this agreement, which charge is intended to defray all or a portion of the capital cost to the Service Company for making water and sewer capacity available through its treatment facilities, distribution system and collection system. B. Other Charges. Upon connection of each residence or unit to the utility system, Developer shall be required to pay applicable charges (as set by Service Company from time to time and approved by the Florida Public Service Commission) for plant connection, capacity, extension, hook -up and water meters and meter installations of sufficient capacity for all single family residential, multi - family, mobile home, commercial installations or any other connection requiring a measuring device and all other appropriate authorized charges or fees as the same exist from time to time. 5. Obligations Of Service Company. Upon the continued accomplishment of all the prerequisites contained in this agreement to be performed by the Developer the Service Cpthe covenants and agrees that it will allow the connection(s) of Developer installed water distribution system and sewage collection system to its central water facilities and sewage facilities, in accordance with the terms and intent of this agreement, so that the Property will receive water and sewage service for 196 ERC's. Service Company agrees that once it provides water and sewage services to the Property and Developer or others have connected Consumer Installations to ito de systems, such that thereafter Service Company will continuously provide service in accordance with the provisions of this agreement, and all reasonable requirements of governmental agencies having jurisdiction over the water supply and sewage disposal operations of Service Company, subject to the terms and conditions of the Service Company Franchise as same may be amended from time to time. - The parties hereto agree that the obligation of Service Company to provide such water and sewage services is based upon the Property being subdivided and /or improved in substantial accordance with the master Plan and Plat annexed hereto as Exhibit "B ", the water and sewage systems being installed by the Developer in accordance with the plans and specifications approved pursuant to Paragraph 8 below, and the Developer being in compliance with all requirements of this Agreement and the Franchise. B /CLO:8738002HKR 5 04/21/90.1 0 • 6." Contribution In Aid Of .Construction. To induce Service Company to prove a the water treatment facilities and sanitary sewage treatment facilities, and to provide consumers located on them- Property with water and sewage services, Developer hereby covenants and agrees to construct and to transfer ownership and control by a valid Bill of Sale listing the property to be conveyed to Service Company at the time of Service Company's request in accordance with Paragraph 8 below, for the sum of One Dollar ($1.00), as a Contribution in Aid of Construction, the on- site water distribution and sewage collection systems referred to herein. Payment or transfer of the Contribution in Aid of Construction, if any, does not and will not result in Service Company waiving any of its fees, rates, rate schedules or rules and regulations for either water service or sanitary sewage service, and all fees, rates, rate schedules and rules and regulations and their enforcement shall not be affected in any manner whatsoever by Developer making such payments. Service Company shall not be obligated to refund to Developer any portion of the contributions for any reason whatsoever, and Service Company shall not pay any interest upon the contributions. Neither Developer nor any person or other entity holding any of the Property by, through, or under Developer, or otherwise, shall have any present or future right, title, claim or interest in and to the contributions or to any of the water or sewage facilities and properties of Service Company f and all prohibitions applicable to Developer with respect to no refund of contributions, no interest payment on said contributions and otherwise, are applicable to all persons or entities. No user or consumer of water service or sewage service shall be entitled to offset any bill or bills rendered by Service Company for such service or services against the contributions. Developer shall not be entitled to offset the contributions against any claim or claims of Service Company, and said contributions shall be paid at the time or times stated, and without regard to any claimed, contractual or other, matured or unmatured, obligations of Service Company in favor of the Developer. 7. Service Company Riqhts With Regard To Lockable Curb Stores. Developer hereby agrees to install at every building location a lockable curb stop in accordance with the plans and specifications attached 'hereto as Exhibit C it. Service Company shall have the absolute right to lock all curb stops and cut off all water and sewer in the event of non - payment of assessments due and owing from Developer to Service Company for Providing water distribution and sanitary sewage disposal services to the Property. 6 04/21/90.1 B /CL0:8738002HKR • r 8. Developer To Construct Systems. Develope shall engineers expense, retain the service a professional registered in the State of Florida and in good standing with the Florida State Board of Professional Engineers and Land Surveyors, to prepare a master plan for the entire project covering water and sanitary sewage or nottand the sdetailed plans and project, whether o n specifications for the h particular ta a uarea s plans and specificationsrshall for construction. Each 9 P provides conform to the Master Plan, unless the Service Compan The written agreement to vary with the approved master plan. Service Company may request modification or modifica withs future the master plan in order to allow it to comply requirements and the Developer agrees to cause his engineer to make such changes, if practicable, at the time of stage area plan submittal to the Service Company. The Service Company shall be the sole determiner of whether or not the submitted master plans and detailed plans and specifications comply with the Service Company's requirements. The Service Company has standardized certain of its details, specifications and requirements and will furnish to the Developer's engineer one complete set of those standards at the engineer's request. The Developer agrees that no construction shall commence until Service Company has approved all such plans and specifications in writing. Developer shall pay the cost incurred by Service Company in review of such sans pland and specifications. After the approval of p specifications and the issuance of a building permit, Developer shall cause to be diligently and promptly constructed, at Developer's own cost and expense, the water distribution and complete sewage collection systems as shown on the plans and specifications. Complete as -built plans shall be submitted to Service Company upon completion of construction. During the construction of the water distribution and sanitary sewage collection systems by Developer, Service Company shall have the right to inspect, either full or part -time, such installation to determine if the construction is proceeding in accordance with the approved plans and spec if Service ications• further Company shall control the Quality of the installation and shall be entitled to perform standard tests for infiltration, ex-Filtration, line, grade, pressure and all other normal engineering tests to determine that the systems have been installed in accordance with the plans and specifications and good engineering and construction practices. Developer agrees to pay to Service Company, or Service Company's authorized agent, the cost incurred for inspection of installation made by Developer or Developer's contractor. The cost and expense of constructing all Consumer Installations, that is, all pipes, shut. -offs, valves, fixtures B /CL0:8738002HKR 7 04/21/90.1 and appliances or apparatus of every kind and natu* used in connection with or forming a part of an installation for utilizing water service or sanitary sewage service and extending from Service Company's water supply pipes or sewage service laterals located in an Easement Area, shall be that of Developer or of persons other than Service Company, and all cost and expense of operating, repairing and maintaining any Consumer Installation shall be that of Developer or of the person owning the Property on or within which such Consumer Installation is constructed and located. Developer, its successors or assigns, shall at its own cost and expense connect the Consumer Installation on each lot or unit to Service Company's system, provided however, that neither Developer, nor any owner of any parcel of the Property or any occupant of any residence, building, or unit located thereon, shall have the right to and shall not connect any Consumer Installation to the water or sewer facilities of Service Company until formal written application has been made to Service Company by the prospective user of water service and sewage service, or either of them, and the required deposit paid in accordance with the then effective rules and regulations of Service Company and approval for such connection has been granted. Service Company shall not be required to pay to Developer or to any other person any connection charge or any other charge whatsoever on account of the connection of its systems to such Consumer Installation. Although the responsibility for connecting the Consumer Installation to the lines of Service Company at the point of delivery is that of the Developer or others than Service Company, with reference to such connections the parties agree as follows: A. All Consumer Installation connections must be inspected by Service Company before backfilling and covering of any pipes; B. Notice to Service Company requesting an inspection of Consumer Installation connection may be given by the plumber or Developer and the inspection will be made within seventy -two (72) hours (3 days); C. If the Developer does not comply with the foregoing inspection provisions, Service Company may refuse service to a connection that has not been inspected until Developer complies with these provisions. 9. Ownership By Service Company Of Systems, Easements, Etc.. By these presents, Developer hereby transfers to Service Company, title to all water distribution and sewage collection systems installed, or to be installed on or off the Property to the point of delivery by Developer or Developer's contractor, pursuant to the provisions of this Agreement. Such conveyance shall take effect without further action upon the acceptance by Service 8 B /CLO:8738002HKR 04/21/90.1 company of the said installation, provided that #1 other requirements of this agreement have been complied with. s further evidence of said transfer of title, and upon the completion of the installation and prior to the rendering of service by Service Company, Developer shall convey to Service Company by Bill of Sale, in form satisfactory to Service Company, the complete water distribution and sewage collection system as constructed by Developer and approved by Service Company, Developer shall further cause to be conveyed to Service Company all easements and /or rights of way covering areas in which sewage o and water lines are installed, or to be installed, by ecord er document in form satisfactory to Service Company. P shall also convey by warranty deed or easement any and all lift station or pumping station sites forming an integral part of the sewage collection system. All conveyances of easements, rights - of -way, or warranty deeds shall be accompanied by a title policy or other evidence of title satisfactory to Service Company, establishing Developer's right to convey such easements, rights - of -way or warranty deed properties to the exclusion of any other person in interest and free of lien and encumbrance. The use of easements granted by Developer may include the use by other utilities so long as such uses by such other utilities do not interfere with the use by Service Company. Service Company agrees that the written acceptance of the water distribution and sewage collection systems, installed by Developer, for service, or by acceptance of the Bill of Sale or Warranty Deeds, shall constitute the assumption of responsibility by Service Company for the continuous operation and maintenance of such systems to the extent described on the Bill of Sale or Deed from that date forward. Any part of the systems not described in such Deed or Bill of Sale or not accepted by Service Company shall be maintained by Developer. Mortgagees, if any, holding prior liens on such properties shall be required to release such liens, subordinate their rights or join in the grant or dedication of the easements, rights -of -way or warranty deeds. A11 water distribution or sewage collection facilities, save and except Consumer Installations, shall be covered by easements, rights -of- way or warranty deeds. Developer agrees with Service Company that all water f acilities and sewage facilities used, useful or held for use in connection with providing water service and sewage service to the Property and installed by or transferred to Service Company shall at all times remain in the sole, complete and exclusive ownership of Service Company, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have any right, title, claim or interest in and to such facilities, or any part of them, for any purpose, and Service Company shall have the right to use all such facilities for any and all purposes, including the furnishing of water or sewage services to other 9 04/21/90.1 B /CL0:8738002HKR persons or entities located within or beyond the lim*s of the property. lo. Ownershi of S stems BF Developer. Whenever the development of the su sect property involves more than one consumer or a unity of title of several consumers and in the opinion of Service Company, ownership by Service Company of the internal water distribution and sewage collection system �Developer shall necessary, rtain the option of Service ownership and the r obligation for Installations. maintenance henever Developer on-site facilities as Consumer ownership and the obligation to maintain on -site facilities, then, in that event, Service Company may impose point reasnable requirements including but not limited to metering at of connection where the lines of Developer and those of the Service Company join to assure that: A. Infiltration into the sewage collection system is at all times within allowable limits. Developer shall repair, at its own cost and expense, the internal sewage collection system to avoid, at all times, excessive infiltration into such on -site sewage collection system; B. The water distribution system is "safe" from possible contamination including back flow preventers. The Service Company may enter into and inspect the property, lines, systems, etc., at reasonable times (provided an emergency condition does not exist, in which event the Service Company may enter at any time). However, the oe determining Company liability, etc. or not responsibility, system tis "safe". 11. Title Opinion. Within a period of thirty (30) days after the execution of this agreement, at the expense o.. Developer, Developer agrees to furnish Service Company an opinion of title from a qualified attorney -at -law with respect to the Property, which opinion shall include a current report on the status o- the the title setting out the name of the legal title holders, The outstanding mortgages, taxes, liens and encumbrances. provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights to service contained in this Agreement. Any mortgage or lien holder having an interest in or lien upon the Property shall be required to join in the grant of exclusive service rights set forth in this Agreement. 12. Franchise Extension. If the property is under franchise or certificate to anyone other than Service Company, then such franchise or certificate must be either assigned to Service Company or vacated or terminated at Developer's expense. If the Property is not under franchise or certificate to another, nor is 10 04/21/90.1 B /CLO:8738002HKR under Service Company's Certificate, then Service Comp agrees that it will promptly and diligently pursue at the expense of Developer (but not to exceed $2,000.00) the necessary and proper applications to all governmental authorities to extend its Franchise to cover the property and to procure all other necessary approvals. In the event that said extensions and /or approvals are not granted, then Service Company shall have the right at its option oforce and agreement be null and void, and of no further 13. Acquisition Of Utility System. Developer has si been informed ed by Service Company and hereby acknowledges that entering into this agreement with full knowledge of the pending condemnation of the Service Company utility system by the City of Winter Springs (the "City "). Developer hereby further acknowledges that there is a Notice of Lis Pendens which was filed on the subject utility system on June 26, and Amended and Notice of Lis Pendens filed on July 19, 1989. Developer Service Company acknowledge and agree that in the event the City shall acquire the water and sewer utility system owned and operated by Service Company, the following provisions shall apply to the rights and obligations arising under this agreement. A. Assiqnment Of Capacity. Service Company shall execute and deliver to Developer and the City an assignment of capacity instrument, which shall specifically designate the number of ERC's which have been reserved for and committed to Developer pursuant to this agreement. B. Guaranteed Revenue Charges. Commencing on April 20, 1990, Developer shall be required to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. C. Other Charges. Developer shall be obligated to pay to the City any and all rates, charges and fees as may be established and set forth for such water and sewage services uncle= the City Code of Ordinances. 14. Exclusive Rights Of Service Companv. Developer, as a further and essential consideration of this agreement, agrees that Developer, and the successors and assigns of Developer, and any purchaser from Developer, shall not (the words "shall not" being used in a mandatory definition) engage in the activity of providing water or sewage services to the Property or any _� n thereof r f time Service Company, its pow �io..s during the pe_iod o� .._ successors and assigns, provide water or sewage services to the Property, it being agreed upon between the parties hereto that Service Company shall have the sole and exclusive right and privilece to provide water and sewage services to the Property 11 B /CLO:8738002HKR 04/21/90.1 and to the occupants of each residence, building or unit constructed thereon. In order to effectuate the exclusive grants to to Service Company referred or contained herein, Developer hereby agrees, upon the platting of the forme and executed utedhandeacknowledgedyin request, by instrument in the Public such a manner as to entitle it to be recorded among to Records of Seminole County, Florida, and asstatutes,pato constructive notice under the Florida recording with the impose the following covenant, as a covenant running title to the land, upon the Property: Seminole Utility Co., its successors and assigns, has the sole and exclusive right to provide all water and sanitary sewage facilities and service to the Property described in Exhibit "A" and to any property to which water or sewage service is actually rendered by said Seminole Utility Co. All occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, shall receive their water and sanitary sewage service from the aforesaid corporation, or its successors or assigns, and shall pay for the same in accordance with the terms, conditions, tenor and intent of the Franchise and related schedules, policies, rules and regulations as amended from time to time for so long as the aforesaid corporation, or its successors or assigns, provides such services, or either of them, to the property; and, all occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed of conveyance with respect to building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed or conveyance with respect to the Property, that they will not construct, dig, build or otherwise make available or use water service or sanitary sewage service from any source other than that provided by Seminole Utility Co.r its successors and assigns, unless with the approval of Seminole Utility Co. A certified copy of the recorded restriction shall be - to the Service Company for no charge in order for e to prove to the Service Company that the above required wording has- been included in the Developer's restrictions for the Property. 12 04/21/90.1 B /CL0:8738002HKR • 9 15. Continuous Service. Service Company shall endeavor to supply water service and sewage service at all times without interruption; however, Service Company shall not be liable to Developer, its successors, assigns, or any owner or occupant of any of the Property in the event of cessation or interruption of service caused directly or indirectly by strikes, labor troubles, accident, litigations, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the United States, wars, United States, State, Municipal or other governmental interference, acts of God or other causes beyond its control. 16. Rates, Etc. May Be Amended. Service Company agrees that the initial rates to be charged to individual consumers of water service and sewage service shall be those shown in the rate schedules of Service Company's tariff on file at the Company's office. However, notwithstanding any provision in this Agreement, Service Company, its successors and assigns, may establish, amend or revise, from time to time in the future lower endorse different rates or rate schedules reflecting such or higher than those set forth in the tariff. However, any lower or higher rates or rate schedules so established and enforced shall at all times be approved by the Florida Public Service Commission. Notwithstanding any provision in this Agreement, Service Company may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering both water and sewage - service (or either) to the Property. However, all such rules and regulations so established by Service Company shall at all times be reasonable and subject to such regulations as may be approved by or filed with the Florida Public Service Commission. Service Company may establish, amend or revise from time to time in the future and enforce hook -up, connection, expansion, extension and plant capacity fees concerning both water and sewage service (or either) to the Property. such fees shall be first filed with and approved by the Florida Public Service Commission. Any such initial or future lower or increased fees, rates, rate schedules, and rules and regulations established, amended, or revised and enforced by Service Company from time to time in the future, as provided by law, shall be binding upon Developer; upon any person or other entity holding by, through or under Developer, and upon any user or consumer of the water service and sewage service provided to the Property by Service Company. 17. prompt Completion By Developer. In consideration of Service Company's plant capacity allocations upon commencement of the 13 04/21/90.1 B /CL0:8738002HKR installations for a stage area, Developer agrees to complete the installations required of Developer under paragraph 6 above, to promptly perform all other of Developer's obligations hereunder, and within a reasonable time after installation of Service Company's facilities to take and use service for all lots and /or units as may be the case. 18. Water And Sewer Extension Policy. Developer acknowledges and agrees that this agreement is made pursuant to Service Company's Tariff, as filed with the Florida Public Service Commission, and to any amendments thereto that may be filed in the future. Developer agrees to be bound thereby and by Service Company Regulations of the Use of Sanitary Sewers and the Discharge of Water and Wastes into Utilities Systems, as filed with the Florida Public Service Commission, as all of the same may be amended or revised from time to time with the approval of the Florida Public Service Commission. 19. Obtaining Government Approvals. The parties hereto agree to use their best efforts to obtain all requisite government approvals, licenses and permits which may be necessary or desirable for the construction and operation of the sewer and water systems herein contemplated, including franchises and water well permits. 20. Remedies. Failure by Developer to promptly perform Developer's obligations under this agreement shall vest in Service Company the right to terminate this agreement, retaining all sums paid to it as and for liquidated damages or to pursue any other remedy provided by law. 21. Agreement Binding On Successors. This agreement shall be binding upon and shall inure to the benefit of Developer, Service Company and their respective assigns and corporate successors by merger, consolidation or conveyance. However, in the event Develo er has not aid for and delivered to Service Company the Contribution in Aid of Construction and all other applicable fees, changes prior to service being rendered under the terms of this agreement, then this agreement shall not be sold, conveyed, assigned, transferred or otherwise disposed of by Developer without the written consent of Service Company first having been obtained. However, Service Company agrees not to unreasonably withhold such consent. 22. Form Of Notice. Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by mail or by telegram, and shall be mailed or delivered to: 14 04/21/90.1 B /CLO:873800211KR 0 0 DEVELOPER: Hooker Homes, Inc., a Georgia corporation, a debtor in possession, selling the property to the Mitchell Company, an Alabama general partnership SERVICE COMPANY: Seminole Utility Company, a Florida corporation Attn: Philip A. Birdsong 900 N. Maitland Avenue Maitland, Florida 32751 23. Agreement To Survive Completion Of Work. The rights, privileges, obligations and covenants of Developer and Service Company shall survive the completion of the work of Service Company with respect to completing the water and sewage facilities and services to any stage area and to the Property as a whole. 24. Costs Of Enforcement. In the event either the Service Company or Developer is required to enforce this agreement by court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees. 25. Complete Agreement. This agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and Service Company, made with respect to the matters herein contained, and when duly executed, constitutes the agreement made between Developer and Service Company. No additions, alterations or variations of the terms of this agreement shall be valid, nor can provisions of this agreement be waived by either party unless such additions, alterations, variations, or waivers are expressed in writing and duly signed. 26.,Effective Date. The effective date of this agreement shall be the date of last execution by Developer and Service Company. 27. Agreement Governed By The Laws Of Florida. This agreement shall be governed by the laws or the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 15 04/21/90.1 B /CLO:8738002HKR IN WITNESS WHEREOF, Developer and Service CO*ny have executed or have caused this agreement, with the named exhibits attached, to be duly executed in several counterparts, each of which counterpart shall be considered an original executed copy of this agreement, but all constituting only one agreement. Witnesses: Witnesses: STATE OF FLORIDA COUNTY OF HOOKER HOMES, corporation, possession, property to COMPANY, an partnership By: As: INC., a Georgia a debtor in selling the the MITCHELL Alabama general SEMINOLE UTILITY COMPANY, a Borid c rporatio t Y: Philip A Birdsong As:President \ BEFORE ME, the undersigned authority, personally appeared as of HOOKER HOMES, INC., a Georgia corporation, a debtor in possession, selling the property to the MITCHELL COMPANY, an Alabama general partnership, to me well known and known to me to be the person described in and who executed the foregoing and acknowledged to and before me that he did so for the purposes expressed therein. WITNESS my hand and official seal, this day of , 1990. Notary Public State of Florida Commission expires: 16 B /CLO:8738002HKR 04/21/90.1 STATE OF FLORIDA COUNTY OF c BEFORE ME, the undersigned authority, personally appeared PHILIP A. BIRDSONG as President of SEMINOLE UTILITY COMPANY, a Florida corporation, to me well known and known to me to be the person described in before me that he executed so the forotheo acknowledged to and purposes expressed therein. WITNESS my hand and official seal, this (?� d A o of 1990. Notes Pub is State of Florida My Commission expires. tIatary Puh k, State of Elutida ...':. Coctmission Expires Scpt, 1$, 1990 bonded tn[u ]Foy Fain: Insurance Ines 17 04/21/90.1 B /CLO:8738002HKR *EXHIBIT 'A' 0 Legal Description 18 04/21/90.1 B /CL0:8738002ARR EXHIBIT 'B" Master Plan B /CL0:8738002H 19 04/21/90.1 KR 0 •"C" EXHIBIT Tuscawilla Parcel 51 Page 4 of Sewer & Water Plan 20 04/21/90.1 B /CL0:8738002IiKR r R t, t ASSIGNMENT OF AGREEMENT FOR AND IN CONSIDERATION of the sue of TEN AND NO/100 DOLLARS ($10.00) and cc:) of other good and valuable consideration, the receipt and sufficient f, w �chu� to � �-n hereby acknowledged, the undersigned, Development & Construction, Inc. d /b /aY�lRareinafi{r referred to as "ASSIGNOR "), does hereby t ayslfae , set over, assign and convey ugo The Ryland Group. Inc. ,a urr corporation (hereinafter refer to as "ASSIGNEE "), all of Assignor's rights, privileges, duties and obligatiw n (limited, however, as set forth below) in, to and under that certain DEVELOPER " AGREEMENT effectively dated March 3, 1993 between ASSIGNOR, therein referred to as` "DEVELOPER," WINTER SPRINGS WATER AND SEWER therein referred to as "UTILITY," wifh M, to respect to the provision of water and sewer services related to a parcel of land to lying and being situated in SEMINOLE COUNTY, FLORIDA, more particularly described in the Developer Agreement, together with all rights, powers and privileges conferred by the Developer Agreement upon ASSIGNOR, as DEVELOPER therein; and ASSIGNOR hereby authorizes ASSIGNEE to exercise said rights, powers and privileges in as full a manner as ASSIGNOR is authorized to exercise them. AS O.hereby warrants and represents to the ASSIGNEE that by this ASSIGNMENT F AGREEMENT, it has transferred to ASSIGNEE an allocation of �SRt� gallons /day of sewer capacity and 27,000 gallons /day of water capac ty which is available to service the property benefited by the DEVELOPER., AGREEMENT and which nay not be used except in connection with the following U)I, described property. 3x�. O r- PROPERTY DESCRIPTION: SEE "EXHIBIT A" ATTACHED HERETO N Oc' -�- C== � C�= This ASSIGNMENT shall be binding upon Assignor and its successors and assigns, and shall insure to the benefit of ASSIGNEE and its successors and assigns. ca � By acceptance hereof, ASSIGNEE hereby agrees to be bound by the terms of the !3 o DEVELOPER AGREEMENT and to perform all of the Developer's obligations thereunder. ASSIGNEE hereby agrees to indemnify, defend and hold ASSIGNOR harmless from any and ° all claims, damages, costs, and expenses, including reasonable attorney's fees, ° arising out of ASSIGNEE'S performance or failure to perform any of its duties,' obligations and responsibilities under the DEVELOPER AGREEMENT. rn �_ a? IN WITNESS WHEREOF, ASSIGNOR and ASSIGNEE have executed this ASSIGNMENT in,.,., their names in manner and form sufficient to bind them on this 16th day of o0 March i9 93 SIGNED, SEALED AND DELIVERED TTEST: SIGNATURE Donna D. Doss TYPED NAME SIGNATURE Lori Sue Joyce YPED NAME IN THE PRESENCE OF: ASSIGNOR• BY: SIGN RE ROY T. DYE, PRESIDENT PRINTED NAME Development A Construction, Inc. d /b /a Bel -Aire Homes COMPANY NAME (TYPED) ADDRESS 861 Douglas Avenue _Altamonte Springs, Florida 32714 DATE: March 16, 1993 CORPORATE SEAL ATTEST: SIGNATURE DIANE D HAGER TYPED NAM�E� / V . SIGNAT E MARY T KREITER TYPED NAME • R ASSIGNEE: BY: Mad -k� rn a% C)Mn SIGNATURE 3 ge K. 'EL' w's PRINTED NAME rn n r" THE RYLAND GROUP' COMPANY NAME (TYPED) t'- MCA N r% 19 HOMEZ ADDRESS UPW moo PF kL ks s ....still Vey 'a DATE: -�1'9�S , O�' J• ' +" M � CORPORATE SEAL 4 L o 6 ��' LcJ' Z 0 .. i CONSENT TO AND NOTICE OF ASSIGNMENT The undersigned, being the Utility under the Developer Agreement hereinabove described and assigned, does hereby acknowledge notice and knowledge of the within and foregoing ASSIGNMENT of the DEVELOPER AGREEMENT TO RYLAND HOMES and does hereby consent to the foregoing Assignment of the DEVELOPER AGREEMENT. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: Z,.,L SIGNAT RE KIPTON D. LOCKCUFF, P.E. TYPED NAME S I GNAT f E MARY T. NORTON TYPED NAME THIS INSTRUMENT PREPARED BY: KIPTON D. LOCKCUFF. P.E. UTILITY DIRECTOR WINTER SPRINGS WATER b SEWER 1 NORTH FAIRFAX AVE. WINTER SPRINGS, FL 32708 (407) 327 -1641 CITY OF WINT'bER SPRI BY:_ CITY 1126 EAST STATE ROAD 434" WINTER SPRINGS, FL 32708' ,S ,.. ;,'y0�dyfff• DATED: 3% o �c► s CITY SEAL �. Q ter; p, .,. r • "EXHIBIT A" OAK FOREST VACANT LOTS LOT # LOT # 562 865 565 866 566 868 635 869 694 870 819 877 822 884 824 903 825 904 826 905 827 906 828 907 829 909 831 911 832 912 833 913 834 914 835 916 836 917 838 918 844 845 921 847 922 857 924 858 926 860 936 863 938 864 • 0 0 0 DEVELOPER'S AGREEMENT THIS AGREEMENT made and entered into this c230 day of April 1990, by and between GULFSTREAM HOUSING CORP., a Delaware corporation, d /b /a Bel -Aire Homes, hereinafter referred to as "Developer ", and Seminole Utility Company, a Florida corporation, hereinafter referred to as "Service Company ". W I T N E S S E T H: WHEREAS, Developer owns or controls lands located in Seminole County, Florida, and described in Exhibit "A" annexed hereto, which lands together with any and all improvements presently existing or hereafter constructed thereon shall be referred to herein as the "Property ", and Developer is about to develop the Property by subdividing and /or constructing thereon certain living and /or commercial units all in accordance with Developer's plan of development annexed hereto as Exhibit "B "; and, WHEREAS, Developer desires to arrange for water distribution and sanitary sewage disposal services to be—provided to the Property; and, WHEREAS, Service Company holds a Certificate issued by the Florida Public Service Commission entitling it to provide such water and sewage service to the Property (the "Franchise "); and WHEREAS, Developer desires that Service Company provide the said water distribution and sanitary sewage disposal services to the Property and to each occupant of each residence, building or unit constructed on the Property and Service Company is agreeable to supplying such services under certain terms and conditions and pursuant to its franchise; and WHEREAS, the parties hereto wish to define their respective rights and obligations relative to the foregoing; NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other valuable considerations, the receipt and sufficiency of which are acknowledged by the execution of these presents, the parties hereto agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated in their entirety by reference hereto. 2. Definitions. The following definitions and references are given for the purpose of interpreting the terms as used in this agreement and apply unless the context indicates a different meaning: 1 B /CLO:8738002BEL 04/21/90 A. "As -Built Plans" - drawings of the approved, completed and installed lines, pumping stations, valves, controls, etc., giving what the Service Company shall determine to be adequate information to locate, operate and maintain in the future all parts of the systems or parts thereof as deemed necessary by the Service Company and as required hereunder. B. "Consumer Installation" - all facilities on the consumer side of the point of delivery. C. "Contribution in Aid of Construction" - the water distribution and sewage collection facilities paid for and installed by the Developer which Developer, by this agreement, covenants and agrees to donate to Service Company. D. "Certificate" - the certificate issued by the Florida Public Service Commission to Service Company entitling Service Company to render to the public water distribution and sanitary sewage disposal services within its certified area, which term shall be taken to include all Rules, Regulations and Policies relating thereto as filed with the Florida Public Service Commission, all as the same exists and are extended and /or modified from time to time. E. "Equivalent Residential Connection" ( "ERC ") - the amount of water plant and system capacity or sewage treatment plant and system capacity in gallons required to provide adequate water and sewer service to each metered connection at the point of delivery of a single - family residence. For purposes of this agreement, ERC shall be 500 gallons of water per day and 300 gallons of sewage per day per metered connection. F. "Lot or Tract" - each building site as platted for record or as shown on the master plan and plat of the Property attached as Exhibit "B ". G. "Point of Delivery" - the point where the pipes and /or meters of Service Company are connected with the pipes of the consumer, unless otherwise indicated on the water and sewer plans provided by the Developer and approved by the Service Company. H. "Property" - all the land described on Exhibit "P." and all improvements thereon now existing or hereafter constructed. I. "Service" - the readiness and ability on the part of the Service Company to furnish water or sewage service to or for the benefit of each unit, lot or building, as may be the case. Making the same available at the agreed upon point of delivery by the Service Company shall constitute the rendering of water service, and the maintenance of a connection providing for the removal and disposal of sanitary sewage shall constitute the 2 B /CLO:8738002BEL 04/21/90 rendering of sewage service. Unless otherwise indicated, water service includes the water meter and its box. J. "Stage Area" - refers to a part of the Property which is or is to Be developed as a stage or phase of development. K. "Unit" - each living unit of a multiple family complex. 3. Grant of Rights to Service Company. Developer hereby grants and gives to Service Company, its successors and assigns, the exclusive rights, privileges, and easements as follows: A. To construct, reconstruct, repair, replace, improve, alter, remove, relocate, own, maintain, and operate the water supply and sanitary sewer facilities, in, under, upon, over and across the present and future public or private streets, roads, terraces, alleys, easements, and reserved utility strips as shown on the plat or plats of the property recorded or to be recorded, or by agreements independent thereof, or in dedications or otherwise, (all of the foregoing being sometimes hereinafter referred to as "Easement Area(s) ") for the purpose of supplying water service and sanitary sewage service (and all services incidental or necessary with respect thereto or to maintenance or replacement, thereof) to the. Property, properties or persons within or beyond the limits of the Property.. The rights granted shall include all necessary rights of egress and ingress to each of the lots, easements, etc., that may be shown on such plat or plats or contained in separate agreements concerning the same. B. In the event that Service Company is required or desires to install any water or sewage facilities in lands within the Property lying outside the streets and Easement Areas described above, then Developer or the owner shall grant to Service Company without cost or expense to Service Company the necessary easement or easements from such "private property" installation, provided all such "private property" installations by Service Company shall be made in such a manner as not to interfere with the then primary use of such private property. C. The rights, privileges or easements herein granted are granted for such period of time as Service Company or its successors or assigns require such rights, privileges or easements in the construction, operation, maintenance, ownership or expansion of such water system and sanitary sewage system. D. The rights, privileges and easements described in Paragraphs 3A, B, and C above are granted at no cost or expense to Service Company other than the undertakings and agreements stated in this agreement, and Developer shall save and hold Service Company harmless in connection with any expense incurred by Service Company in defending or protecting such rights. B /CLO:8738002BEL 04/21/90 E. In the event that in order to serve the Property the Service Company requires easements, rights of way, ingress or egress rights, etc., across or through private property not owned or controlled by the Developer, the Developer will without cost to the Service Company obtain said easements, rights -of -way, etc., in the Service Company's name. F. Service Company covenants that it will use diligence in ascertaining all required easement locations and Developer covenants that it will use diligence in constructing water supply facilities (to the meter box) and sewage collection facilities (to the end of the "wye ") within all easements locations (where such construction is to be done by Developer); however, should Service Company or Developer, their successors or assigns, find any facilities constructed within the Property outside of an Easement Area, Developer, the successors and assigns of Developer, covenant and agree that Service Company will not, at its cost, be required to move or relocate any facilities lying outside an Easement Area so long as the facilities do not interfere with the then or proposed use of the area in which the facilities have been installed. Should the facilities interfere with the then or proposed use of the area in which they are installed, and should the improper installation be the fault of the Service Company, and provided Developer, its successors or assigns are not in default hereunder, the Service Company agrees to move and relocate the facilities lying outside an Easement Area to within the Easement Area within a reasonable time as determined by the Service Company. G. In relation to all easements, rights -of -way, etc., provided to Service Company pursuant hereto, Developer shall furnish copies of the recorded easement, right -of -way, etc., together with an attorney's title opinion that such easement, right -of -way, etc., is valid and unencumbered. 4. Pavments by Developer. A. Service Availability Charge. Upon execution of this agreement Developer shall pay to Service Company all sums then due in accordance with the tariff and rate order then in effect for Service Company, per each ERC to be reserved for and commited to Developer and the Property under the terms of this agreement, which charge is intended to defray all or a portion of the capital cost to the Service Company for making water and sewer capacity available through its treatment facilities, distribution system and collection system. B. Other Charcres. Upon connection of each residence or unit to the utility system, Developer shall be required to pay the applicable charges (as set by Service Company from time to time 4 B /CLO:8738002BEL 04/21/90 • • and approved by the Florida Public Service commission) for plant connection, capacity, extension, hook -up and water meters and meter installations of sufficient capacity for all single family residential, multi - family, mobile home, commercial installations or any other connection requiring a measuring device and all other appropriate authorized charges or fees as the same exist from time to time. 5. Obligations of Service Company. Upon the continued accomplishment of all the prerequisites contained in this agreement to be performed by the Developer the Service Company covenants and agrees that it will allow the connection(s) of the Developer installed water distribution system and sewage collection system 'to its central water facilities ,and sewage facilities, in accordance with the terms and intent of this agreement, so that the Property will receive water and sewage service for 100 ERC's. Service Company agrees that once it provides water and sewage services to the Property and Developer or others have connected Consumer Installations to its systems, that thereafter Service Company will continuously provide such service in accordance with the provisions of this agreement, and all reasonable requirements of governmental agencies having jurisdiction over the water supply and sewage disposal operations of Service Company, subject to the terms and conditions of the Service Company Franchise as same may be amended from time to time. The parties hereto agree that the obligation of Service Company to provide such water and sewage services is based upon the Property being subdivided and /or improved in substantial accordance with the master Plan and Plat annexed hereto as Exhibit "B ", the water and sewage systems being installed by the Developer in accordance with the plans and specifications approved pursuant to Paragraph 7 below, and the Developer being in compliance with all requirements of this Agreement and the Franchise. 6. Contribution in Aid of Construction. To induce Service Company to provide the water treatment facilities and sanitary sewage treatment facilities, and to provide consumers located on the Property with water and sewage services, Developer hereby covenants and agrees to construct and to transfer ownership and control by a valid Bill of Sale listing the property to be conveyed to Service Company at the time of Service Company's request in accordance with Paragraph 7 below, for the sum of One Dollar ($1.00), as a Contribution in Aid of Construction, the on- site water distribution and sewage collection systems referred tc herein. Payment or transfer of the Contribution in Aid of Construction, if any, does not and will not result in Service B /CLO:8738002BEL 04/21/90 • Company waiving any of its fees, rates, rate schedules or rules and regulations for either water service or sanitary sewage service, and all fees, rates, rate schedules and rules and regulations and their enforcement shall not be affected in any manner whatsoever by Developer making such payments. Ser vce Company shall not be obligated to refund to Developer any portion of the contributions for any reason whatsoever, and Service Company shall not pay any interest upon the contributions. Neither Developer nor any person or other entity holding any of the Property by, through, or under Developer, or otherwise, shall have any present or future right, title, claim or interest in and to the contributions or to any of the water or sewage facilities and properties of Service Company and all prohibitions applicable to Developer with respect to no refund of contributions, no interest payment on said contributions and otherwise, are applicable to all persons or entities. No user or consumer of water service or sewage service shall be entitled to offset any bill or bills rendered by Service Company for such service or services against the contributions. Developer shall not be entitled to offset the contributions against any claim or claims of Service Company, and said contributions shall be paid at the time or times stated, and without regard to any claimed, contractual or other, matured or unmatured, obligations of Service Company in favor of the Developer. 7. Developer to Construct Systems. Developer shall, at his expense, retain the services of a professional engineer, registered in the State of Florida and in good standing with the Florida State Board of Professional Engineers and Land Surveyors, to prepare a master plan for the entire project covering the water and sanitary sewage facilities necessary to serve the project, whether on site or not and the detailed plans and specifications for the particular stage area under consideration for construction. Each stage area plans and specifications shall conform to the Master Plan, unless the Service Company provides written agreement to vary with the approved master plan. The Service Company may request modification or modifications to the master plan in order to allow it to comply with future requirements and the Developer agrees to cause his engineer to make such changes, if practicable, at the time of stage area plan submittal to the Service Company. The Service Company shall be the sole determiner of whether or not the submitted master plans and detailed plans and specifications comply with the Service Company's requirements. The Service Company has standardized certain of its details, specifications and requirements and will furnish to the Developer's engineer one complete set of those standards at the engineer's request. The Developer agrees that no construction shall commence until Service Company has approved 6 B /CL0:8738002BEL 04/21/90 • • all such plans and specifications in writing. Developer shall pay the cost incurred by Service Company in review of such plans and specifications. After the approval of plans and specifications and the issuance of a building permit, Developer shall cause to be diligently and promptly constructed, at Developer's own cost and expense, the water distribution and complete sewage collection systems as shown on the plans and specifications. Complete as -built plans shall be submitted to Service Company upon completion of construction. During the construction of the water distribution and sanitary sewage collection systems by Developer, Service Company shall have the right to inspect, either full or part -time, such installation to determine if the construction is proceeding in accordance with the approved plans and specifications. Service Company shall control the quality of the installation and further shall be entitled to perform standard tests for infiltration, exfiltration, line, grade, pressure and all other normal engineering tests to determine that the systems have been installed in accordance with the plans and specifications and good engineering and construction practices. Developer agrees to pay to Service Company, or Service Company's authorized agent, the cost incurred for inspection of installation made by Developer or Developer's contractor. The cost and expense of constructing all Consumer Installations, that is, all pipes, shut -offs, valves, fixtures and appliances or apparatus of every kind and nature used in connection with or forming a part of an installation for utilizing water service or sanitary sewage service and extending from Service Company's water supply pipes or sewage service laterals located in an Easement Area, shall be that of Developer or of persons other than Service Company, and all cost and expense of operating, repairing and maintaining any Consumer Installation shall be that of Developer or of the person owning the Property on or within which such Consumer Installation is constructed and located. Developer, its successors or assigns, shall at its own cost and expense connect the Consumer Installation on each lot or unit to Service Company's system, provided however, that neither Developer, nor any owner of any parcel of the Property or any occupant of any residence, building, or unit located thereon, shall have the right to and shall not connect any Consumer Installation to the water or sewer facilities of Service Company until formal written application has been made to Service Company by the prospective user of water service and sewage service, or either of them, and the required deposit paid in accordance with the then effective rules and regulations of Service Company and approval for such connection has been granted. Service Company shall not be required to pay to Developer or to any other person any connection charge or any other charge whatsoever on account of the connection of its systems to such Consumer Installation. 7 B /CL0:8738002BEL 04/21/90 0 Although the responsibility for connecting the Consumer Installation to the lines of Service Company at the point of delivery is that of the Developer or others than Service Company, with reference to such connections the parties agree as follows: A. All Consumer Installation connections must be inspected by Service Company before backfilling and covering of any pipes; B. Notice to Service Company requesting an inspection of Consumer Installation connection may be given by the plumber or Developer and the inspection will be made within seventy -two (72) hours (3 days); C. If the Developer does not comply with the foregoing inspection provisions, Service Company may refuse service to a connection that has not been inspected until Developer complies with these provisions. 8. Ownership by Service Company of Systems, Easements, etc.. By these presents, Developer hereby transfers to Service Company, title to all water distribution and sewage collection systems installed, or to be installed on or off the Property to the point of delivery by Developer or Developer's contractor, pursuant to the provisions of this Agreement. Such conveyance shall take effect without further action upon the acceptance by Service Company of the said installation, provided that all other requirements of this agreement have been complied with. As further evidence of said transfer of title, and upon the completion of the installation and prior to the rendering of service by Service Company, Developer shall convey to Service Company by Bill of Sale, in form satisfactory to Service Company, the complete water distribution and sewage collection system as constructed by Developer and approved by Service Company, Developer shall further cause to be conveyed to Service Company all easements and /or rights of way covering areas in which sewage and water lines are installed, or to be installed, by recordable document in form satisfactory to Service Company. Developer shall also convey by warranty deed or easement any and all lift station or pumping station sites forming an integral part of the sewage collection system. All conveyances of easements, rights - of -way, or warranty deeds shall be accompanied by a title policy or other evidence of title satisfactory to Service Company, establishing Developer's right to convey such easements, rights - of -way or warranty deed properties to the exclusion of any other person in interest and free of lien and encumbrance. The use of easements granted by Developer may include the use by other utilities so long as such uses by such other utilities do not interfere with the use by Service Company. Service Company agrees that the written acceptance of the water distribution and sewage collection systems, installed by Developer, for service, 8 B /CLO:8738002BEL 04/21/90 • or by acceptance of the Bill of Sale or Warranty Deeds, shall constitute the assumption of responsibility by Service Company for the continuous operation and maintenance of such systems to the extent described on the Bill of Sale or Deed from that date forward. Any part of the systems not described in such Deed or Bill of Sale or not accepted by Service Company shall be maintained by Developer. Mortgagees, if any, holding prior liens on such properties shall be required to release such liens, subordinate their rights or join in the grant or dedication of the easements, rights -of -way or warranty deeds. All water distribution or sewage collection facilities, save and except Consumer Installations, shall be covered by easements, rights -of- way or warranty deeds. Developer agrees with Service Company that all water facilities and sewage facilities used, useful or held for use in connection with providing water service and sewage service to the Property and installed by or transferred to Service Company shall at all times remain in the sole, complete and exclusive ownership of Service Company, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have any right, title, claim or interest in and to such facilities, or any part of them, for any purpose, and Service Company shall have the right to use all such facilities for any and all purposes, including the furnishing of water or sewage services to other persons or entities located within or beyond the limits of the property. 9. Ownership of Systems by Developer. Whenever the development of the subject property involves more than one consumer or a unity of title of several consumers and in the opinion of Service Company, ownership by Service Company of the internal water distribution and sewage collection system is not necessary, at the option of Service Company, the Developer shall retain ownership and the obligation for maintenance of such or. -site facilities as Consumer Installations. Whenever Developer retains ownership and the obligation to maintain on -site facilities, then, in that event, Service Company may impose reasonable requirements including but not limited to metering at point of connection where the lines of Developer and those of the Service Company join to assure that: A. Infiltration into the sewage collection system is at all times within allowable limits. Developer shall repair, at its own cost and expense, the internal sewage collection system to avoid, at all times, excessive infiltration into such on -site sewage collection system; B. The water distribution system is "safe" from possible contamination including back flow preventers. The Service 9 B /CLO:8738002BEL 04/21/90 • 0 Company may enter into and inspect the property, lines, systems, etc., at reasonable times (provided an emergency condition does not exist, in which event the Service Company may enter at any time) . However, the Service Company assumes no responsibility, liability, etc. for determining whether or not the system is "safe" . 10. Title Opinion. Within a period of thirty (30) days after the execution of this agreement, at the expense of Developer, Developer agrees to furnish Service Company an opinion of title from a qualified attorney -at -law with respect to the Property, which opinion shall include a current report on the status of the title setting out the name of the legal title holders, the outstanding mortgages, taxes, liens and encumbrances. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights to service contained in this Agreement. Any mortgage or lien holder having an interest in or lien upon the Property shall be required to join in the grant of exclusive service rights set forth in this Agreement. 11. Franchise Extension. If the property is under franchise or certificate to anyone other than Service Company, then such franchise or certificate must be either assigned to Service Company or vacated or terminated at Developer's expense. If the Property is not under franchise or certificate to another, nor is under Service Company's Certificate, then Service Company agrees that it will promptly and diligently pursue at the expense of Developer (but not to exceed $2,000.00) the necessary and proper applications to all governmental authorities to extend its Franchise to cover the property and to procure all other necessary approvals. In the event that said extensions and /or approvals are not granted, then Service Company shall have the right at its option to declare this agreement to be null and void, and of no further force and effect whatsoever. 12. Acquisition of Utility System. Developer has been informed by Service Company and hereby acknowledges that it is entering into this agreement with full knowledge of the pending condemnation of the Service Company utility system by the City of Winter Springs (the "City "). Developer hereby further acknowledges that there is a Notice of Lis Pendens which was filed on the subject utility system on June 26, 1989 and Amended Notice of Lis Pendens filed on July 19, 1989. Developer and Service Company acknowledge and agree that in the event the City shall acquire the water and sewer utility system owned and operated by Service Company, the following provisions shall apply to the rights and obligations arising under this agreement. A. Assignment of Capacity. Service Company shall execute and deliver to Developer and the City an assignment of capacity 10 B /CLO:8738002BEL 04/21/90 instrument, which shall specifically designate the number of ERC's which have been reserved for and committed to Developer pursuant to this agreement. B. Guaranteed Revenue Charges. If, as of April 30, 1995, Developer has not used all of the ERC's reserved and committed to Developer under the terms of this agreement, then in such event Developer shall be required to commence to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. C. Other Charges. Developer shall be obligated to pay to the City any and all rates, charges and fees as may be established and set forth for such water and sewage services under the City Code of Ordinances. 13. Exclusive Rights of Service Company. Developer, as a further and essential consideration of this agreement, agrees that Developer, and the successors and assigns of Developer, and any purchaser from Developer, shall not (the words "shall not" being used in a mandatory definition) engage in the activity of providing water or sewage services to the Property or any portions thereof during the period of time Service Company, its successors and assigns, provide water or sewage services to the Property, it being agreed upon between the parties hereto that Service Company shall have the sole and exclusive right and privilege to provide water and sewage services to the Property and to the occupants of each residence, building or unit constructed thereon. In order to effectuate the exclusive grants to Service Company referred to or contained herein, Developer hereby agrees, upon the platting of the Property, or at the Service Company's request, by instrument in form and executed and acknowledged in such a manner as to entitle it to be recorded among the Public Records of Seminole County, Florida, and as to impart constructive notice under the Florida recording statutes, to impose the following covenant, as a covenant running with the title to the land, upon the Property: Seminole Utility Co., its successors and assigns, has the sole and exclusive right to provide all water and sanitary sewage facilities and service to the Property described in Exhibit "A" and to any property to which water or sewage service is actually rendered by said Seminole Utility Co. All occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, shall receive their water and sanitary sewage service from the aforesaid 11 B /CLO:8738002BEL 04/21/90 corporation, or its successors or assigns, and shall pay for the same in accordance with the terms, conditions, tenor and intent of the Franchise and related schedules, policies, rules and regulations as amended from time to time for so long as the aforesaid corporation, or its successors or assigns, provides such services, or either of them, to the property; and, all occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed of conveyance with respect to building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed or conveyance with respect to the Property, that they will not construct, dig, build or otherwise make available or use water service or sanitary sewage service from any source other than that provided by Seminole Utility Co., its successors and assigns, unless with the approval of Seminole Utility Co. A certified copy of the recorded restriction shall be furnished to the Service Company for no charge in order for the Developer to prove to the Service Company that the above required wording has been included in the Developer's restrictions for the Property. 14. Continuous Service. Service Company shall endeavor to supply water service and sewage service at all times without interruption; however, Service Company shall not be liable to Developer, its successors, assigns, or any owner or occupant of any of the Property in the event of cessation or interruption of service caused directly or indirectly by strikes, labor troubles, accident, litigations, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the United States, wars, United States, State, Municipal or other governmental interference, acts of God or other causes beyond its control. 15. Rates, Etc. May be Amended. Service Company agrees that the initial rates to be charged to individual consumers of water service and sewage service shall be those shown in the rate schedules of Service Company's tariff on file at the Company's office. However, notwithstanding any provision in this Agreement, Service Company, its successors and assigns, may establish, amend or revise, from time to time in the future, and endorse different rates or rate schedules reflecting rates lower or higher than those set forth in the tariff. However, any such lower or higher rates or rate schedules so established and 12 B /CL0:8738002BEL 04/21/90 enforced shall at all times be approved by the Florida Public Service Commission. Notwithstanding any provision in this Agreement, Service Company may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering both water and sewage service (or either) to the Property. However, all such rules and regulations so established by Service Company shall at all times be reasonable and subject to such regulations as may be approved by or filed with the Florida Public Service Commission. Service Company may establish, amend or revise from time to time in the future and enforce hook -up, connection, expansion, extension and plant capacity fees concerning both water service and sewage service (or either) to the Property. However, all such fees shall be first filed with and approved by the Florida Public Service Commission. Any such initial or future lower or increased fees, rates, rate schedules, and rules and regulations established, amended, or revised and enforced by Service Company from time to time in the future, as provided by law, shall be binding upon Developer; upon any person or other entity holding by, through or under Developer, and upon any user or consumer of the water service and sewage service provided to the Property by Service Company. 16. Prompt Completion by Developer. In consideration of Service Company's plant capacity allocations upon commencement of the installations for a stage area, Developer agrees to complete the installations required of Developer under paragraph 6 above, to promptly perform all other of Developer's obligations hereunder, and within a reasonable time after installation of Service Company's facilities to take and use service for all lots and /or units as may be the case. 17. Water and Sewer Extension Policy. Developer acknowledges and agrees that this agreement is made pursuant to Service Company's Tariff, as filed with the Florida Public Service Commission, and to any amendments thereto that may be filed in the future. Developer agrees to be bound thereby and by Service Company Regulations of the Use of Sanitary Sewers and the Discharge of Water and Wastes into Utilities Systems, as filed with the Florida Public Service Commission, as all of the same may be amended or revised from time to time with the approval of the Florida Public Service Commission. 18. Obtaining Government Approvals. The parties hereto agree to use their best efforts to obtain all requisite government approvals, licenses and permits which may be necessary or desirable for the construction and operation of the sewer and water systems herein contemplated, including franchises and water well permits. 13 B /CLO:8738002BEL 04/21/90 0 • 19. Remedies. Failure by Developer to promptly perform Developer's obligations under this agreement shall vest in Service Company the right to terminate this agreement, retaining all sums paid to it as and for liquidated damages or to pursue any other remedy provided by law. 20. Agreement Binding on Successors. This agreement shall be binding upon and shall inure to the benefit of Developer, Service Company and their respective assigns and corporate successors by merger, consolidation or conveyance. However, in the event Developer has not paid for and delivered to Service Company the Contribution in Aid of Construction and all other applicable fees, changes prior to service being rendered under the terms of this agreement, then this agreement shall not be sold, conveyed, assigned, transferred or otherwise disposed of by Developer without the written consent of Service Company first having been obtained. However, Service Company agrees not to unreasonably withhold such consent. 21. Form of Notice. Until further written notice by either party to the other, all notices provided for herein shall be in writing and transmitted by messenger, by mail or by telegram, and shall be mailed or delivered to: DEVELOPER: Gulfstream Housing Attn: Roy T. Dye 861 Douglas Road Altamonte Springs, SERVICE COMPANY: Corp., d /b /a Bel -Aire Homes Florida 32714 Seminole Utility Co. Attn: Philip A. Birdsong 900 N. Maitland Avenue Maitland, Florida 32751 22. Agreement privileges, ob Company shall Company with facilities and a whole. to Survive Completion ligations and covenants survive the completion respect to completing services to any stage ai of Work. The rights, of Developer and Service of the work of Service the water and sewage lea and to the Property as 23. Costs of Enforcement. in the event either the Service Company or Developer is required to enforce this agreement by court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees. 14 B /CLO:8738002BEL 04/21/90 0 • 24. Complete Agreement. This agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and Service Company, made with respect to the matters herein contained, and when duly executed, constitutes the agreement made between Developer and Service Company. No additions, alterations or variations of the terms of this agreement shall be valid, nor can provisions of this agreement be waived by either party unless such additions, alterations, variations, or waivers are expressed in writing and duly signed. 25. Effective Date. The effective date of this agreement shall be the date of last execution by Developer and Service Company. 26. Agreement Governed by the Laws of Florida. This agreement shall be governed by the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. IN WITNESS WHEREOF, Developer and Service Company have executed or have caused this agreement, with the named exhibits attached, to be duly executed in several counterparts, each of which counterpart shall be considered an original executed copy of this agreement, but all constituting only one agreement. Witnesses: pe, Mt, . Witnesses: GULFSTREAM HOUSING CORP., d /b /a Bel -Aire Homes By 7,;_ Vice resident DEVELOPER SEMI OL LITY 0. Flo By: SERVI 15 B /CLO:8738002BEL 04/21/90 i 0 STATE OF FLORIDA COUNTY OF ORANGE BEFO ME, undersigned authority, personally appeared as Vice President of GULFSTREAM HOUSING CORP., a no corpor tion, to me well known and known to me to be the person described in and who executed the foregoing and acknowledged to and before me that he did so for the purposes expressed therein. WITNESS my hand and official seal, this PL14A day of April, 1990. My Commission expires: STATE OF FLORIDA COUNTY OF ORANGE 9" (v - Notary Public Notary Public, State of Florida at Large My Commission Expires Feb. 19,1992 BOudc{ 7bru Agent's Notary Brokerage BEF6RE E, h undersigned kauthor'ty, pe sonally appeared as of Seminole Utili y Co., a Florida rporation, to me well known and known to me to be the person de cribed in and who executed the foregoing and acknowledged to and before me that he did so for the purposes expressed therein. WITNESS my hand and official seal, this 31-6Q day of April, 1990. My Commission expires: Co;tary Pu lic i�ozary PL' I State of riorida MY Commission Expires Sept. 18, 1990 Bonded Thru Troy fain • Insurance Inc. 16 B /CLO:8738002BEL 04/21/90 LEGAL DESCRIPTION E X H I B I T "A" 17 B /CLO:8738002BEL 04/21/90 Bel-A a Homes for Oak Forest Prepa - 4/23/90 _ ... -- ��St,�ng�af dots= Prepaid to Seminole Utilities �— - 871 - ...872 . 873 564 838 874 =- = 565 .. 839 876 566 840 877 :841 878 694 843 879 _. 910 844 880 _. ..... 819 845 .820 847 eel 821 851 8884 3 8 822 857 884 823 858 885 -- 2 _... 824 4 859 896 825 860 898 826 861 862 900 827 628 863 901 829 864 2 903 904 -- 300 865 904 P. i 1 866 90a 8'3J 867 906 834 907 835 869 870 vub TOTAL LOTS 100 E X H I B I T B is D: \Svmpwork \OFPPSU • I ....,, 909--- 911 912 913 914 915 916 917 918 919 920 921 922 924 925 926 927 928 9-03 934 935 936 *;0,58 97)9 DILL Or D4La •per eo�ro���or R ow lI Men b y These Presents: � � ettM�O ♦ A ��� ;.,;wv�arwq_ Thot Gulfstream Housing Corp., successor by merger to Bel -Aire Homes In&.rorporation organized and existing under and by virtue of the laws of the State of Delaware having its principal place of business in 16 City of........ Altamonte Springs ------ » ----- and County of Seminole .dn the State of. .... ».Florida........... of the first part, for and in consideration of the sum of Ten and n0 /100 -- ;------------------ „Dollars, in • lawful money (and other good and valuable considerations unto it moving) to It paid by ................ ............................... ...........» » Seminole Utility Co. . of the City oJ.........Winter Springs County oJ.........Seminole and State of............ lorida ..... ............................... of the second part, the receipt of which is hereby acknowledged by it, has granted, bargained, sold, transferred, set over and delivered, and by !lose presents does grant, bargain, sell, transfer, set over and deliver unto the part...... of the second part, . ............ .... .... ....................................... and assigns, all those certain goods and chattels, described as f ottowa: All water lines, valves, fire hydrants, water services and all sewer lines, manholes, sewer services, and all apparatus installed for water and sewer system as installed in Oak Forest Unit 8, as recorded in Plat Book 41, Pages 91 thru 94, Seminole County, Florida. TO Mil and To Auld the same unto the party......... of the second part . ............... - ...... and assigns forever. And the party of the first part, for itself and its successors, hereby covenants to and with the party......... of the second part ........... _ ... _ ........ _ ».and assigns that it is the lawful owner of the said goods and chattels: that they are free from all liens and incumbrances: that it has good rigpht to sell the same as aforesaid, and that it will warrant and defend the same against the lawful claims and demands of all persons whomsoever. In 10itness 10hereof, the party of the first part has caused its corporate name to be here- unto subscribed and Its corporate seal to be affixed by its officer...... hereunto duly authorized, this the .............. 13th .............. day of. .... _ September ............................. A. D. 19 89... �igned, sealed and deli red in r presence: GULFSTREAM HOUSING CORP. . �c............q ................ ..................................... »......... »... \ By ... .................... ........... ........................__..... �C, .................. Vice President. Thu Lumaaeui prepared by: R. B. Tonry 861 I Douglas Avenue A, Areo Altamonte Springs, Fl. 32714 State of ..._lo*a.:�........._� .��.. : :.. �. mi nole SS. County of Wi...._...._. ..._.__...._...._.__......._._. • 1 Ntreby Certify, that on this day before me an officer authorized to take acknowledg. ments of deeds. p ersonall y appeared ................ .................. ................................. ........... _ .......... .......... to me well known, and acknowledged that he, as the ......... ............................... Vice ... Pr esldent of the .Gulfstream Housing Corp. =theunder the laws of the State of _ ........_Florida ........... corpora............................... _.. ..................._........... executed the f oregoin Bill of Sale thereunto duly authorized, and that the seal affixed to the sold Instrument was so of Ixed by authority of said corporation, and is in fact the corporate seal of the said corporation. I further Certify, that the person making this acknowledgment Is to me well known to be the person described in and who as the ..............VIce _ _ president of the said corporation executed the said Instrument as aforesaid. In 10itnesS Uhereof I have hereunto set my hand and affixed my official seal at ................ __ 861 Douglas, Avenue, Altamonte Spri94s ..In the County and State aforesaid, this the 13th day o /_..._.September..._ .......... . .. ........ A. D. 19 8989)... _._. _...._..... ....�� ... /:..,F.•�........... 'AI Notary Public for........... My commission expires..... Notary Public Stott of Florlds at large My Coaunbolon E:plras Feb. 19,1992 Bonded Taw Agmrs Notary Brokerage Q i o � n 0 i ° j Me or Job / #g 31 `` Estimate is Eleven (11) - -- -- - - - -- -- .��_—w--------- --- - -- ---------- - - - - - Descliption ��------------------------------------------------------ ---- -- Sanitary System 8'l-PVC 6,162 LF 13.00 80,106.00 6,162 LF 80,106.00 Structures 24 EA 995.00 23,880.00 24 EA 23,880.00 F -vices 58 EA 250.00 14,500.00 58 EA 14,500.00 t. c. Construction 1 LS 805.00 805.00 1 LS 805.00 Total Sanitary System 1 LS 119,291.00 22,680.50 119,291.00 later Distribution System wi' PVC 4,640 LF 6.00 27,840.00 4,640 LF 27,840.00 PVC 240 LF 9.00 2,160.00 240 LF 2,160.00 On PVC 2,720 LF 12.50 34,000.00 2,720 LF 34,000.00 fitting, Valves, F.H. etc. 1 LS 22,680.50 22,680.50 1 LS 22,680.50 ,services 78 EA 240.00 18,720.00 78 EA 18,720.00 otal Water Distribution System 105,400.50 105,400.50 'Y Yi TRI -PARTY SEWER AGREEMENT This Agreement is entered into as of 3%Id day of March, 1993, by and between HOOKER HOMES, INC., a Georgia corporation ( "Hooker "), THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation (the "City ") and CAMBRIDGE DEVELOPMENT, LTD., a Florida limited partnership ( "Cambridge "). WITNESSETH: WHEREAS, Hooker is the owner of an undeveloped tract of land in the Tuscawilla PUD located within the City, and more specifically described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property "); and WHEREAS, City asserts Hooker is two (2) years' delinquent in the payment to the City of the annual sewer maintenance fee in the amount of $256.00 each, per year for 196 prepaid sewer connections which accrue to the benefit of the Property, for a total delinquency amount of $100,352.00; and WHEREAS, the City has threatened to rescind the Sewer Taps for the Property for such failure to pay the annual maintenance fees therefor; and WHEREAS, contemporaneously with this Agreement, Hooker and Cambridge have entered into a contract for sale and purchase (the "Purchase Contract ") wherein Cambridge will purchase the Property, subject to the terms and conditions provided in said Purchase Contract; and WHEREAS, the City, Hooker and Cambridge have agreed that the City will postpone rescission of 97 of the prepaid sewer connections (the "Sewer Taps ") in consideration of the placing in escrow by Cambridge of the sum of FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals, the sum of Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The foregoing recitals are incorporated herein by reference. 2. Within two (2) business days of the execution of this Agreement by all parties hereto, Cambridge shall place in escrow with Baker & Hostetler (the "Escrow Agent ") the sum of FIFTY THOUSAND AND 00 /100 DOLLARS ($50,000.00) to be held in an interest bearing account and distributed in accordance with the terms of this Agreement (the "Escrow Deposit "). 3. Cambridge shall have until Friday, May 28, 1993 to decide whether or not it shall purchase the Property (the "Inspection - I I. . 0 • Period"). Cambridge shall have such rights as are permitted under the Purchase Contract to inspect the Property. If for any reason Cambridge decides not to purchase the Property, Purchaser shall deliver notice of such decision to the Escrow Agent, the City and Hooker prior to the expiration of the Inspection Period (or any extension thereof), then the Escrow Agent shall return the Escrow Deposit to Cambridge. In that event, the City shall give Hooker an additional thirty (30) days, from the date df such notice, to make a substitute payment of the annual maintenance fees for the Sewer Taps, or, at the end of such thirty (30) day period if payments are not made, the Sewer Taps shall be rescinded and there shall be no further payment obligation on the part of Hooker for any accrued or future sewer maintenance fees for any sewer taps on the Property and the City shall have no future obligation to provide to Seller (or to any successor in interest) sewer connections for the Property. 4. Upon full execution of this Agreement, Hooker shall release to the City, 99 of its prepaid sewer connections. Notwithstanding the foregoing, Hooker specifically reserves all rights'to its remaining 97 remaining prepaid connections, subject only to the rights of Cambridge, if any, hereunder. 5. If at the end of the Inspection Period, Cambridge has not given notice of its intent to terminate the Purchase Contract, then Cambridge shall notify the City, Hooker and the Escrow Agent of the number of the Sewer Taps it desires for the Property, and the Escrow Agent shall pay to the City the sum of $512.00 per each Sewer Tap so designated, to a maximum of $50,000.00. The balance of the Escrow Deposit shall be delivered to Chicago Title Insurance Company, as escrow agent, to be held in escrow pursuant to the terms and conditions of the Purchase Agreement. In the event that either Cambridge or Hooker pay to the City the $512.00 per sewer tap pursuant to this paragraph 5, there shall be no further payment obligation on the part of either Cambridge or Hooker for any accrued sewer maintenance fees for any sewer taps on the Property or any future sewer maintenance fees for any sewer taps returned to the City and the City shall have no obligation to provide additional newer taps in excess of the ninety -seven (97) remaining Sewer Taps. ' * *'Y See Below. 6. If it shall be necessary for any party to this Agreement to bring suit to enforce any provisions hereof or for damages on account of any breach of this Agreement, the prevailing party on any issue in any such litigation and any appeals therefrom shall be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the court. 7. This Agreement may be executed in one or more duplicate counterparts, each of which shall upon execution by all parties be deemed to be an original. ether or not Cambridge exercises its option to purchase, the City will retain the 99 connections returned and the City shall owe no party any monies for such 99 connections no matter -hat the City realizes for such connections on resale. 8. Any notice or other communication permitted or required to be given hereunder by one party to the other shall be in writing and shall be hand delivered (which shall include confirmed receipt of a telecopy facsimile), by nationally recognized overnight courier service, or mailed by registered or certified United States Mail, postage prepaid, return receipt requested, to the party entitled or required to receive the same at the address specified below or at such other address as may hereafter be designated in writing by any such party, to wit: To Hooker: Hooker Homes, Inc. — 5855 -Q Oakbrook Parkway Norcross, Georgia 30093 Attention: William V. McRae, III General Counsel and William A. Kuzel Vice President - Project Sales `' To City: Attention: With a copy to: Attention: To Cambridge: Cambridge Development Ltd. 598 S. North Lake Blvd., Suite 1040 Altamonte Springs, Florida 32701 Attention: William S. Orosz, Jr. With a copy to: Baker & Hostetler 200 S. Orange Ave., Suite 2300 Orlando, Florida 32801 Attention: Joseph J. Kedow, Esq. To Escrow Agent: Baker & Hostetler 200 S. Orange Ave., Suite 2300 Orlando, Florida 32801 Attention: Joseph J. Kedow, Esq. 9. The interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida and shall bind, and the benefits and advantages shall inure to and be enforceable by the parties hereto as well as their respective personal representatives, heirs, successors and assigns. Whenever used, the singular name shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 10. Baker & Hostetler joins in the execution of this Agreement for the express purposes of receiving, collecting, and holding the Escrow Deposit subject to the terms and conditions set forth herein and otherwise agreeing to be bound by the provisions set forth in this Agreement with respect to the disbursement of the Escrow Deposit. City, Hooker and Cambridge hereby authorize the disbursement and delivery of the Escrow Deposit by the Escrow Agent in accordance with the terms and provisions set forth in this Agreement. If, however, in the sole discretion of the Escrow Agent some doubt exists as to when, whom or under what circumstances such Escrow Deposit shall be disbursed hereunder, and the parties hereto are unable after ten (10) days' prior written notice thereof from Escrow Agent, to agree and direct Escrow Agent, in writing, as to.' when, whom or under what circumstances Escrow Agent shall disburse the same, Escrow Agent shall be entitled to interplead said Escrow Deposit into the Circuit Court of the county in which the property is located, without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred by Escrow Agent in connection with any such interpleader may be deducted by Escrow Agent from the amount of the Escrow Deposit prior to its deposit into the registry of the court. In any event, however, all parties agree that Escrow Agent shall have no liability or any further responsibility to any party or person whomsoever for any disbursement of the Escrow Deposit made by Escrow Agent in good faith unless such disbursement shall constitute a willful breach of the duties and obligations of Escrow Agent under this Agreement or gross negligence on the part of Escrow Agent. 11. The Quantum Group, Inc., ( "Broker ") joins in the execution of this Contract for the express purpose of acknowledging that Broker shall have no right to any commission or fee as a result of this Agreement, but shall be entitled to a real estate commission subject and pursuant to the terms and conditions in the Purchase Contract. Additionally, the Broker hereby represents and warrants to City, Hooker and Cambridge that to Brokers' knowledge no other person, firm or corporation has been involved as broker, salesman, finder or otherwise in connection with this Agreement and to whom a commission or finder's fee is payable or claimed to be payable, and, in consideration for the real estate brokerage commission to be paid to Broker, subject and pursuant to the provision of said Purchase Contract, Broker hereby agrees to indemnify and save and hold City, Hooker and Cambridge harmless from and against the payment of any further or additional real estate brokerage commissions or salesman's or finder's fees whatsoever in connection with the transaction contemplated in this Agreement. This paragraph 11 shall expressly survive the termination or expiration of this Agreement. 0 IN WITNESS WHEREOF, the parties have caused these presents to be executed on the day and year first above written. WITNESSED: "'... % .-ff�/.ti7 Witness MA V T./VAe_ToA✓ Print Name '1& LLZ Witness Py �ON z o r iC /J C -i Tf Print Name (Y""� 'R Witneos Print Name Witness .e VXeJ .9. Print Name wi tn ss ,7 -:-4 rzC,- j . CiQn Print Name "CITY" THE CITY OF WINTER SPRINGS FLORIDA, a municipal corporation By: Print e • fir✓ alexTh.C� Its: •• ; HOOKER HOMES, By: Print Its: "CAMBRIDGE" ., a CAMBRIDGE DEVELOPMENT, LTD., a Florida limited partnership By: CAMBRIDGE HPMES, INC., a Florida c oration, general a 7(9, Print Name: / I L Its: Pr s R T � 1 �e�rs� per' Witnets Print Name "BROKER" C.AAC -i By: Wit ess Gary A--, del-C. J Cr Ct /La Its Print Name Wit s Print Name Ax-c'm- Witness Print Name ii is GROUP, INC. corporation "ESCROW AGENT" BAKER & HO ET R By: Print Ngme; S+.o E. Its: I -L— 0 0 DEVELOPER'S AGREEMENT THIS AGREEMENT made and entered into this '234'd dayrationrla 1990, by and between HOOKER HOMES, INC., a Georgia corpo debtor in possession, selling the property to the MITCHELL COMPANY, an Alabama general partnership, hereinafter referred to as "DEVELOPER", and rife OLE t UTILITY "SERVICE ACOMPA a . Florida corporation, hereinafter W I T N E S S E T H; WHEREAS, Developer owns or controls lands located in Seminole County, Florida, and described in Exhibit "A" annexed hereto, which lands together with any and all improvements presently existing or hereafter constructed thereon shall be referred to herein as the "Property and Developer is about to develop the Property by constructing 196 condominium projects, 1 clubhouse, 1 swimming pool and 1 accessory building thereon all in accordance with Developer's plan of development annexed hereto as Exhibit "B "; and, WHEREAS. Developer desires and sanitary sewage disposal Property,* and, to arrange for water distribution services to be provided to the WHEREAS, Service Company holds a Certificate issued by the Florida Public Service Commission entitling it to provide such water and sewage service to the Property (the "Franchise "); and wHEREAS, Developer desires that Service Company provide the said water distribution and sanitary sewage disposal services to the Property and to each occupant of each residence, building or unit constructed on the Property and Service Company is.agreeable to supplying such services under certain terms and conditions and pursuant to its franchise= and WHEREAS, the parties hereto wish to define their respective rights and obligations relative to the foregoing; NpW, TgEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other valuable considerations? the receipt and sufficiency, of acknowledged follothe execution of these - presents, the parties hereto -1. Recitals. The recitals set forth above are true and correct and are incorporated in their entirety by reference hereto. 1 8 /CLO:8736002HKR F 0M 404- 447 -9169 04/21/90.1 08 -06 -92 12:06 FM • 2. Definitions. The given Tor the purpose agreement and apply meaning: followin g definitions and references are of interpreting the terms as used in this unless the context indicates a different A. "As -Built Plans" - drawings of the approved, completed and installed lines, pumping stations, valves, controls, etc., giving what the Service Company shall determine to be adequate information to locate, operate and maintain in the future all parts of the systems or parts thereof as deemed necessary by the Service Company and as required hereunder. B. "Consumer Installation" all facilities on the consumer side of t e point Of d MV6ry.- C. "Contribution In collecOtionCofacilit�.es" paidthforwaand distribution an sewage installed by the Developer which Developer, by this agreement, covenants and agrees to donate to Service Company. D. "Certificate" - the certificate issued by the Florida Public Service Commission to Service Company entitling Service Company to render to the public water distribution and sanitary sewage disposal services within its certified area, which term shall be taken to include all Rules, Regulations and Policies relating :thereto as filed with the Florida Public Service Commission, all as the same exists and are extended and /or modified from time to time. E. "E uivalent Residential Connection" ( "ERC") - the amount of water plant and system capacity or sewage treatment plant and system capacity in gallons required to provide adequate water and sewer service to each metered connection at the point of delivery of a single - family residence. For purposes of this agreement, ERC shall. be 500 gallons of water per day and 300 gallons of sewage per day per metered connection. F. "Lot Or Tract" - each building site as platted for record or-as--shown on the master plan and plat of the Property attached as Exhibit "B ". C. "Point Of Delivery,, - the point where the pipes and /or meters o Service Company ,are connected with the pipes of the consumer, unless otherwise indicated on the water and sewer plans provided by the Developer and approved'by the Service Company. For purposes of this agreement, point of delivery for sewage services shall be defined as the existing sanitary -sewer service .manhole on the east side of Property which receives sewage from • sanitary sewage manhole #11 via 105 linear feet of 8 inch pipe as described on Exhibit C ". For purposes of this agreement, water service shall bee efined as service provided on the delivery side of the meter. 2 B /CLO:8738002HKR 04/21/90.1 FROM 404- 447-=169 08 -06 -92 12: 06 H. "Pro erty" - all- l npWhexistingdescribed or rhereafter constructed. and all improvements thereon S. "Service" - the readiness and ability on the part of the Service Company to furnish water or sewage service to or for the benefit of each unit, lot or building, as may be the case. Making the same available at the agreed upon point of delivery by the Service Company shall constitute the rendering of water service, and the maintenance of a connection providing for the removal and disposal of sanitary sewage shall constitute the rendering' of sewage service. Unless otherwise indicated, water service includes the water meter and its box. J. "Stage Area" - refers to a part of the Property which is or is to be developed as a stage or phase of development. K. "Unit" - each living unit of a multiple family complex. 3. Grant Of Rights To Service Com an . Developer hereby grants and gives to Service Company, its successors and assigns, the exclusive rights, privileges, and easements as follows: A. To construct, reconstruct, repair, replace, improve, alter, remove, relocate, own, maintain, and operate the water supply and sanitary sewer facilities, in, under, upon, over and across the present and future public or private streets, roads, terraces, alleys, easements, and reserved utility strips as shown on the plat or plats of the property recorded or to be recorded, or by agreements independent thereof, or in dedications or otherwise, (all of the foregoing being. sometimes hereinafter referred to as "Easement Areas) ") for the purpose of supplying water service and sanitary sewage service (and all services incidental or necessary with respect thereto or to maintenance or replacement, thereof) to the Property, properties or persons within or beyond the limits of the Property. To perform emergency repairs on the water and sewage system whether owned by Developer or service Company and to be reimbursed by Developer for the costs of repairs on Developer's lines. To enter onto the Property in accordance with paragraph 7 herein to lock curb stops in the event of non - payment of assessments by the Developer. The rights granted shall include all necessary rights of egress and ingress to each of the lots, easements, etc., that may be shown on such plat or plats or contained in separate agreements concerning the same. B. In the event that Service Company is required or desires to install any water or sewage facilities in lands- within the Property lying outside the streets and Easement Areas described above, then Developer or the owner shall grant to-Service Company without cost or expense to Service Company the necessary easement B /Ci.O: 8738002HKR 3 04/21/90.1 • • or easements from such "private property" installation, provided all such "private property" installations by Service Company shall be made in such a manner as not to interfere with the then primary use of such private property. C. The rights, privileges or easements herein granted are granted for such period of -time as Service Company or its successors or assigns require such rights, privileges or easements in the construction, operation, maintenance, ownership or expansion of such water system and sanitary sewage system. D. The rights, privileges and easements described in Paragraphs 3A, 8, and C above are granted at no cost or expense to Service Company other than the undertakings and agreements stated in this agreement, and Developer shall save and hold Service Company harmless in connection with any expense incurred by Service Company in defending or protecting such rights. E. In the event that in order to serve the Property the Service Company requires easements, rights of way, ingress or egress rights, etc., across or through private property not owned or controlled by the Developer, the Developer will without cost to the Service Company obtain said easements, rights -of -way, etc., in the Service Company's name. F. Service Company covenants that it will use diligence in ascertaining all required easement locations and Developer covenants that it will use diligence in constructing water supply facilities (to the meter box) and sewage collection facilities (to the end of the "wye ") within all easements locations (where such construction is to be done by Developer); however, should Service Company or Developer, their successors or assigns, find any facilities constructed within the Property outside of an Easement Area, Developer, the successors and assigns of Developer, covenant and agree that Service Company will not, at its cost, be required to move or relocate any facilities lying outside an Easement Area so long as the facilities do not interfere with the then or proposed use of the area in which the facilities have been installed. Should the facilities interfere with the then -or proposed use of the area in which they are installed, and should the improper installation be the fault of the Service Company, and provided Developer, its successors or assigns are not in default hereunder, the Service Company agrees to move and relocate the facilities lying outside an Easement Area to within the Easement Area within a reasonable time as determined by the Service Company. G. In relation to all easements, rights -of -way, etc., provided to Service Company pursuant hereto, Developer shall furnish copies of the recorded easement, right--of -way, etc., together with an attorney's title opinion that such easement, right -of -way, etc., is valid and unencumbered. 4 B /CLOi8738002_iKR 04/21/90.1 • 4. Payments By Developer. A. Service Availability Charge. Developer has previously furnished all sums due then in accordance with the tariff and rate order then in effect to Service Company per each ERC to be reserved for and committed to Developer and the Property under the terms of this agreement, which charge is intended to defray all or a portion of the capital cost to the Service Company for making water and sewer capacity available through its treatment facilities, distribution system and collection system. B. Other Charges. Upon connection of each residence or unit to the utility system# Developer shall be required to pay the applicable charges (as set by Service Company from time to time and approved by the Florida Public Service Commission) for plant connection, capacity, extension, hook -up and water meters and meter installations of sufficient capacity for all single Family residential, multi- family, mobile home, commercial installations or any other connection requiring a measuring device and all other appropriate authorized charges or :Fees as the same exist from time to time. 5. Obli ations Of Service Com an . Upon the continued accomplishment of all the prerequisites contained in this agreement to be performed by the Developer the Service Company covenants and agrees that it will allow the connection(s) of the Developer installed water distribution system and sewage collection system to its central water facilities and sewage facilities, in accordance with the terms and intent of this agreement, so that the Property will receive water and sewage service for 196 ERC's. Service Company agrees that once it provides water and sewage services to the Property and Developer or others have connected Consumer Installations to its systems, that thereafter Service Company will continuously provide such service in. accordance with the provisions of this agreement, and all reasonable requirements of governmental agencies having jurisdiction over the water supply and sewage disposal operations of Service Company, subject to the terms and conditions of the Service Company Franchise as same may be amended from time to time. The parties hereto agree that the obligation of Service Company to provide such water-and sewage services is based upon the Property being subdivided and /or improved in substantial accordance with the master Plan and Plat annexed hereto as Exhibit "B ", the water and sewage systems being installed by the Developer in accordance with the plans and specifications approved pursuant to Paragraph 8 below, and the Developer being in compliance with all requirements of this Agreement and the Franchise. 5 B /CLO:8738002HKR 04/21/90.1 6. Contribution In Aid Qf Construction. To induce Service Company to provide the water treatment facilities and sanitary sewage treatment facilities, and to provide consumers located'*on -- the Property with water and sewage services, Developer hereby covenants and agrees to construct and to transfer ownership and control by a valid Bill of Sale listing the property to be conveyed to Service Company at the time of Service Company's request in accordance with Paragraph 8 below, for the sum of One Dollar ($1.00), as a Contribution in Aid of Construction, the on- site water distribution and sewage collection systems referred to herein. Payment or transfer of the Contribution- in Aid of Construction, if any, does not and will not result in Service Company waiving any of its fees, rates, rate schedules or rules and regulations for either water service or sanitary sewage service, and _all fees, rates, rate schedules and rules and regulations and their enforcement shall not be affected in any manner whatsoever by Developer making such payments. Service Company shall not be obligated to refund to Developer any portion of the contributions for any reason whatsoever, and Service Company shall not pay any interest upon the contributions. Neither Developer nor any person or other entity holding any of the Property by, through, or under Developer, or otherwise, shall have any present or future right, titler claim or interest in and to the contributions or to any of the water or sewage facilities and properties of Service Company and all prohibitions applicable to Developer with respect to no refund of contributions, no interest payment on said Contributions and otherwise, are applicable to all persons or entities. No user or consumer of water service or sewage service shall be entitled to offset any bill or bills rendered by Service Company for such service or services against the contributions. Developer :shall not be entitled to offset the contributions against any claim or claims of Service Company, and said Contributions shall be paid at the time or times stated, and without regard to any claimed, contractual or other, matured or unmatured, obligations of Service Company in favor of the Developer. 7. Service Company Rights with Regard To Lockable Curb Stons. Developer :hereby agrees to ins-tall at every building location a lockable curb stop in accordance with the plans and specifications attached hereto as Exhibit " C to. Service Company shall have the absolute right to lock al urb stops and cut off all water and sewer in the- event of non - payment of assessments due and owing from Developer to Service Company for providing water distribution and sanitary sewage disposal services to the Property. D B /CLO:8738002RKR 04/21/90.1 FROM 404-1 =; -9169 08-06-92 12:x= .: Fr= 0 • 8. Developer To Construct- Systems. Developer shall, at his expense, retain the services of a professional engineer, registered in the State of Florida and in good standing with the Florida State Hoard of Professional Engineers and Land Surveyors, to prepare a master plan for the entire project covering the water and sanitary sewage facilities necessary to serve the project, whether on site or not and the detailed plans and specifications for the particular stage area under consideration for construction. Each stage area plans and specifications shall conform to the Master Plan, unless the Service Company provides written agreement to vary with the approved master plan. The Service Company may request modification or modifications to the master plan in order to allow it to comply with future requirements and the Developer agrees to cause his engineer to make such changes, if practicable, at the time of stage area plan submittal to the Service Company. The Service Company shall be the sole determiner of whether or not the submitted master plans and detailed plans and specifications comply with the Service Company's requirements. The Service Company has standardized certain of its details, specifications and requirements and will furnish to the Developer's engineer one complete set of those standards at the engineer's request. The Developer agrees that no construction shall commence until Service Company has approved all such plans and specifications in writing. Developer shall pay the cost incurred by Service Company in review of such plans and specifications. After the approval of plans and specifications and the issuance of a building permit, Developer shall cause to be diligently and promptly constructed, at Developer's own cost and expense, the water distribution and complete sewage collection systems as shown on the plans and specifications. Complete as -built plans shall be submitted to Service Company upon completion of construction. During : the construction of the water distribution and sanitary sewage collection systems by Developer, Service Company shall have: the right to inspect, either full or part -time, such installation to determine if the construction is proceeding in accordance. with the approved plans and specifications. Service Company shall control the quality of the installation and further shall be entitled to perform standard tests for infiltration, enfiltration, line, grade, pressure and all other normal engineering tests to determine that the systems have been installed in accordance with the plans and specifications and good engineering and construction practices. Developer agrees to pay to Service Company, or Service Company's authorized agent, the cost incurred for inspection of installation made by Developer or Developer's contractor. The cost and expense of constructing all Consumer Installations, that is, all pipes, shut -offs, valves, fixtures B /CLC:87380021HKR 04/21/90.1 08 -06 -92 t and appliances or apparatus of every kind and nature used in connection with or forming a part of an installation for utilizing water service or sanitary sewage service and extending From Service Company's water supply pipes or sewage service laterals located in an Easement Area, shall be that of Developer or of persons other than Service Company, and all cost and expense of operating, repairing and maintaining any Consumer Installation shall be that of Developer or of the person owning the Property on or within which such Consumer Installation is constructed and located. Developer, its successors or assigns, shall at its own cost and expense connect the Consumer Installation on each lot or unit to Service Company's system, provided however, that neither Developer, nor any owner of any parcel of the Property or any occupant of any residence, building, or unit located thereon, shall have the right to and shall not connect any Consumer installation to the water or sewer facilities of Service Company until formal written application has been made to Service Company by the prospective user of water service and sewage service, or either of them, and the required deposit paid in accordance with the then effective rules and regulations of Service Company and approval for such connection has been granted. Service Company shall not be required to pay to Developer or to any other person any connection charge or any other charge whatsoever on account of the connection of its systems to such Consumer Installation. Although the Installation to delivery is that with reference to responsibility for connecting the Consumer the lines of Service Company at the point of of the Developer or others than Service Company; such connections the parties agree as follows: A. All Consumer Installation connections must be inspected by Service Company before backfilling and covering of any pipes; B. Notice to Service Company requesting an inspection of Consumer Installation connection may be given by the plumber or Developer and the inspection will be made within seventy -two (72) hours (3 days); C. if the Developer does not comply with the foregoing inspection provisions, Service Company may refuse service to a connection that has not been inspected until Developer complies with these provisions. 9. ownership By Service Company of Systems* Easements, Etc.. By these presents, Developer hereby transfers to Service Company, title to all water distribution and sewage collection systems installed, or. to be installed on or off the Property to the point of delivery by Developer or Developer's contractor, pursuant to the provisions of this Agreement. Such conveyance shall take effect without further action upon the acceptance by Service 8 B /CL0:8738002HKR 04/21/90.1 7:C "A z_� -- -9169 08 -06 -92 12:06 ?D° P:'1= 0 • Company of the said installation, provided that all other requirements of this agreement have been complied with. As further evidence of said transfer of title, and upon the completion : of the installation and prior to the rendering of service by Service Company, Developer shall convey to Service Company by Bill of Sale, in form satisfactory to Service Company, the complete water distribution and sewage collection system as constructed by Developer and approved by Service Company, Developer shall further cause to be conveyed to Service Company all easements and /or rights of way covering areas in which sewage and water lines are installed, or to be installed, by recordable document in form satisfactory to Service Company. Developer shall also convey by warranty deed or easement any and all lift station or pumping station sites forming an integral part of the sewage collection system. All conveyances of easements, rights - of -way, or warranty deeds shall be accompanied by a title policy or other evidence of title satisfactory to Service Company, establishing Developer's right to convey such easements, rights - of -way or warranty deed properties to the exclusion of any other person in interest and free of lien and encumbrance. The use of easements granted by Developer may include the use by other utilities so long as such uses by such other utilities do not interfere with the use by Service Company. Service Company agrees that the written acceptance of the water distribution and sewage collection systems, installed by Developer, for service, or by acceptance of the Bill of Sale or Warranty Deeds, shall constitute the assumption of responsibility by Service Company for the continuous operation and maintenance of such systems to the extent described on the Bill of Sale or Deed from that date forward. Any part of the systems not described in such Deed or Bill of Sale or not accepted by Service Company shall be maintained by Developer. Mortgagees, if any, holding prior liens on such properties shall be required to release such liens, subordinate their rights or join in the grant or dedication of the easements, rights -of -way or warranty deeds. All water distribution or sewage collection facilities, save and except Consumer Installations, shall be covered by easements, rights -of- way or warranty deeds. Developer agrees with Service Company that all water facilities and sewage facilities used, useful or held for use in connection with providing water service and sewage service to the Property and installed by or transferred to Service Company shall at all times remain in the sole, complete and exclusive ownership of Service Company, its successors and assigns, and any person or entity owning any part of the Property or any residence, building, or unit constructed or located thereon, shall not have .any right, title, claim or interest in and to such facilities, or any part of them, for any purpose, and Service Company shall have the right to use all such facilities for any and all purposes, including the furnishing of water or sewage services to other 9 B /CLO:8738002HKR 04/21/90.1 • persons or entities located within or beyond a limits of the property. 10. Ownership Of Systems By Develo er. Whenever the development of the subject property involves more than one consumer or a unity of title of several consumers and in the opinion of Service Company, ownership by Service Company of the internal water distribution and sewage collection system is not necessary, at the option of Service Company, the Developer shall retain ownership and the obligation for maintenance of such on -site facilities as Consumer Installations. Whenever Developer retains ownership and the obligation to maintain on -site facilities, then, in that event, Service Company may impose reasonable requirements including but not limited to metering at point of connection, where the lines of Developer and those of the Service Company join to assure that: A. infiltration into the sewage collection system is at all times within allowable limits. Developer shall repair, at its own cost and expense, the internal sewage collection system to avoid, at'all times, excessive infiltration into such on -site sewage collection system; B. The water distribution system is "safe" from possible contamination including back flow preventers. The Service Company may enter into and inspect the property, lines, systems, etc., at reasonable times (provided an emergency condition does not exist, in which event the Service Company may enter at any time). However, the Service Company assumes no responsibility, liability, etc. for determining whether or not the system is "safe ". 11. 'w'itle Opinion. Within a period of thirty (30) days after the execution of this agreement, at the expense of Developer. Developer ;agrees to furnish Service Company an opinion of title from a qualified attorney -at -law with respect to the Property, which opinion shall include a current report on the status of the title setting out the name of the legal title holders, the outstanding mortgages, taxes, liens and encumbrances. The provisions of this paragraph are for the purpose of evidencing Developer's legal right to grant the exclusive rights to service contained in this Agreement. Any mortgage or lien holder having an interest in or lien upon the Property shall be required to join in the grant of exclusive service rights set forth in this Agreement.' 12. Franchise Extension. If the property is under franchise or certificate to anyone other than Service Company, then such franchise or certificate must be either assigned to Service Company or vacated or terminated at Developer's expense. If the Property is not under franchise or certificate to another, nor is Oil B /CL0:8738002HKH 04/21/90.1 FR' - - __ - - Y - 1,= 92 1 ":06 PM F:- • • under Service Company's Ceftificate, then Service Company agrees that it will promptly and diligently pursue at the expense of Developer (but not to exceed $2,000.00) the necessary and proper applications to all governmental authorities to extend its Franchise to cover the property and to procure all other necessary approvals. In the event that said extensions and /or approvals are not granted, then Service Company shall have the right at its option to declare this agreement to be null and void, and of no further force and effect whatsoever. 13. Acquisition Of Utility S stem. Developer has been informed by Service Company and hereby acknowledges that it is entering into this agreement with full knowledge of the pending condemnation of the Service Company utility system by the City of Winter Springs (the "City "). Developer hereby further acknowledges that there is a Notice of Lis Pendens which was filed on the subject utility system on June 26, 1989 and Amended Notice of Lis Pendens filed on July 19, 1989- Developer and Service Company acknowledge and agree that in the event the City shall acquire the water and sewer utility system owned and operated by Service Company, the following provisions shall apply to the rights and obligations arising under this agreement. A. Assignment Of Capacitv. Service Company shall execute and deliver to Developer an the City an assignment of capacity instrument, which shall specifically designate the number of ERC's which have been reserved for and committed to Developer pursuant to this agreement. B. Guaranteed Revenue Charges. Commencing on April 20, 1990, Developer shall be required to pay to the City a Guaranteed Revenue Charge of $256.00 per year per each combined water and sewer ERC, in order to preserve its rights to utilize such sewer and water capacity. C. Other Charges. Developer shall be obligated to pay to the City :any and all rates, charges and fees as may be established and set forth for such water and sewage services under the City Code of Ordinances.. 14. Exclusive Rights Of Service Company. Developer, as a further and essential consideration of this agreement, agrees that Developer, and the successors and assigns of Developer, and any purchaser from Developer, shall not (the words "shall not" being used in a mandatory definition) - engage in the activity of providing water or sewage services to the Property or any portions thereof during the period of time Service Company, its successors and assigns, provide water or sewage services to the Property, it being agreed upon between the parties hereto that Service Company shall have the sole and exclusive right and privilege to provide water and sewage services to the Property 11 S /CTL0:8738002FKR 04/21/90.1 • P and to the occupants of each residence, 4puilding or unit constructed thereon. In order to effectuate the exclusive grants to Service Company referred to or contained herein, Developer hereby agrees, upon the platting of the Property, or at the Service Company's request, by instrument in form and executed and acknowledged in such a manner as to entitle it to be recorded among the Public Records of Seminole County, Florida, and as to impart constructive notice under the Florida recording statutes, to impose the following covenant, as a covenant running with the title to the land, upon the Property: Seminole Utility Co., its successors and assigns, has the sole and exclusive right to provide all water and sanitary sewage facilities and service to the Property described in Exhibit "A" and to any property to which water or sewage service is actually rendered by said Seminole Utility Co. All occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, shall receive their water and sanitary sewage service from the aforesaid corporation, or its successors or assigns, and shall pay for the same in accordance with the terms, conditions, tenor and intent of the Franchise and related schedules, policies, rules and regulations as amended from time to time for so long as the aforesaid corporation, or its successors or assigns, provides such services, or either of them, to the property; and, all occupants of any residence, building, unit or improvement erected on the Property, and all subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed of conveyance with respect to building, unit or improvement erected on the Property, and al:l subsequent or future owners or purchasers of the Property, or any portion thereof, agree by occupying any premises on the Property or by recording any deed or conveyance with respect to the Property, that they will not construct, dig, build or otherwise make available or use water service or-sanitary sewage service from any source other than that provided by Seminole Utility CO., its successors and assigns, unless with the approval of Seminole Utility Co. A certified copy of the recorded restriction shall be furnished to.the- Service Company for no charge in order for the Developer to prove to the Service Company that the above required wording has been included in the Developer's restrictions for the Property. 12 B /C".0 CQZ"Vn 04/21/90.1 15. Continuous Service. Service Company shall endeavor to supply water service an sewage service at all times without interruption; however, Service Company shall not be liable to Developer, its successors, assigns, or any owner or occupant of any of theProperty in the event of cessation or interruption of service caused directly or indirectly by strikes, labor troubles, accident, litigations, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the United States, wars, United States, State, Municipal or other governmental interference, acts of God or other causes beyond its control. 16. Rates, Etc. May Be Amended, Service Company agrees that the initial rates to be charged to individual consumers of water service and sewage service shall be those shown in the rate schedules of Service Company's tariff on file at the Company's office. However, notwithstanding any provision in this Agreement, service Company, its successors and assigns, may establish,: amend or revise, from time to time in the future, and endorse different rates or rate schedules reflecting rates lower or higher than those set forth in the tariff. However, any such lower or higher rates or rate schedules so established and enforced shall at all times be approved by the Florida Public Service Commission. Notwithstanding any provision in this Agreement, Service Company may establish, amend or revise, from time to time, in the future, and enforce rules and regulations covering both water and sewage service (or either) to the Property. However, all such rules and regulations so established by Service Company shall at all times be reasonable and subject to such regulations as may be approved by or filed with the Florida Public Service Commission. Service Company may establish, amend or revise from time to time in the future and enforce hook -up, connection, expansion, extension and plant capacity fees concerning both water service and sewage service (or either) to the Property. However, all such fees shall be first filed with and approved by the Florida Public Service Commission. Any such initial or future lower or increased fees, rates, rate schedules, and rules and regulations established, amended, or revised and enforced by Service Company from time to time in _. tire.utr.e f as_ pro- v.ided. :..b_y -: law, shall.. be ,b_.inding upon Developer; upon any person or other entity holding by, through_ or under Developer, and upon any user or consumer of the water service and sewage service provided to the property by Service Company. 17. prompt Comoletion By Developer. In consideration of Service Company's plant capacity allocations upon commencement of the 13 B /CLO:8738002i.KR 04/21/90.1 • • installations for a stage area, Developer agrees to complete the installations required of Developer under paragraph 6 above, to promptly perform all other of Developer's obligations hereunder, and within a reasonable time after installation of Service Company's facilities to take and use service for all lots and /or units as may be the case. 18. Water And Sewer Extension Policy. Developer acknowledges and agrees that this agreement is made pursuant to Service Company's Tariff, as filed with the Florida Public Service Commission, and to any amendments thereto that may be filed in the future. Developer agrees to be bound thereby and by Service Company Regulations of the Use of Sanitary Sewers and the Discharge of Water and Wastes into Utilities Systems, as filed with the Florida Public Service Commission, as all of the same may be amended or revised from time to time with the approval of the Florida Public Service Commission. 19. Obtaining Government Aoorovals. The parties hereto agree to use their best efforts to obtain all requisite government approvals, licenses and permits which may be necessary or desirable for the construction and operation of the sewer and water systems herein contemplated, including franchises and water well permits. 20. Remedies. Failure by Developer to promptly perform Developer's obligations under this agreement shall vest in Service Company the right to terminate this agreement, retaining all sums paid to it as and for liquidated damages or to pursue any other remedy provided by law. 21. Agreement Binding On Successors. This agreement shall be binding upon and shall inure to the benefit of Developer, Service Company and their respective assigns and corporate successors by merger, consolidation or conveyance. However, in the event Developer has not paid for and delivered to Service Company the Contribution in Aid of Construction and all other applicable fees, changes prior to service being rendered under the terms of this agreement, then this agreement shall not be sold, conveyed, assigned, transferred or otherwise disposed of by Developer without the written consent of Service Company first having been obtained. However, Service Company agrees not to unreasonably withhold such consent. 22. Form Of Notice. Until further to the other, all notices provided and transmitted by messenger, by be mailed'or delivered to: B /CLO:8738002HKR 14 written notice by either party -for herein shall be in writing mail or by telegram, and shall 04/21/90.1 DEVELOPER: Hooker Homes, Inc., a Georgia corporation, a debtor in possession, selling the property to the Mitchell Company, an Alabama general partnership 2180 W. S-We Raab 45+ SutTV t 1510 SERVICE COMPANY: Seminole Utility Company, a Florida corporation Attn: Philip A. Birdsong 900 N. Maitland Avenue Maitland, Florida 32751 23. Agreement To Survive Completion Of Work. The rights, privileges; obligations and covenants of Developer and Service Company shall survive the completion of the work bf Service Company with respect to completing the water and sewage facilities and services to any stage area and to the Property as a whole. 24. Costs Of Enforcement. In the event either the Service Company or Developer is required to enforce this agreement by court proceedings or otherwise, by instituting suit or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees. 25. Complete Agreement. This agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer and Service Company, made with respect to the matters herein contained, and when duly executed, ;constitutes the agreement made between Developer. and Service Company. No additions, alterations or variations of the terms of this agreement shall be valid, nor can provisions of this agreement be waived by either party unless such additions, alterations, variations, or waivers are expressed in writing and duly signed. 26. Effective Date. The effective date of this agreement shall be the date o last execution by Developer and Service Company. 27. Agreement Governed B ' The Laws Of Florida. This agreement shall be governe y the laws of the State of Florida and it shall be and become effective immediately upon execution by both parties hereto, subject to any approvals which must be obtained from governmental authority, if applicable. 15 3/CL0:8738002HKR 04/21/90.1 �'R — nR —oo 1 ? : n °v r _ • and Service Company have IN WITNESS WHEREOF, Developer executed or have caused this agreement, with the named exhibits attached, to be duly executed in several counterparts, each of which counterpart shall be considered an original executed copy of this agreement, but all constituting only one agreement. Witnesses: Witnesses: HOOKER HOMES, corporation, possession, property to COMPANY, an partnership By: As INC., a Georgia a debtor in selling the the MITCHELL Alabama general .1 INOLFA UTILITY Plot porati+ By: Philip A. Bird As:President COMPANY, a W (izV111 Ong STATE OF FLORIDA COUNTY OF BEFORE. ME, the undersigned authority, personally appeared \ 1p ' as t corporation, a ddbtor MITCHELL COMPANY, an known and known to m executed the foregoing did so for the purpose of of HOOKER HOMES, INC., a Georgia in possession, selling the property to the Alabama general partnership, to me well e to be the person described in and who and acknowledged to and before me that he s expressed therein. WITNESS my hand and official seal, A , 1990. S /CLO:8738002HKR 16 this �� ` day Notary -Public State of Flor Wak pus :.rc. STATE OF FL cm� o "�f ,�:..iu)N EXPIRES AnLI .9ft ommission eXpi ,• — .•Udwc U / /OfRMRrRwR, 04/21/90.1 - _n ? -0, F0 jo— n� —.no �nq n , . STATE OF FLORIDA COUNTY -OF BEFORE ME, the undersigned authority, personally appeared PHILIP A. BIRDSONG as President of SEMINOLE UTILITY COMPANY, a Florida corporations to me well known and known to me to be the person described d to and before me that he executed so the foregoing otheo acknowledge purposes expressed therein# of VMESS m hand and official 1 , 1990. LkLta Publ c st-artre of Florida My Commission.expires: Notary ih:blic, State of Florida j 64pas This P,sy Foie • in.sr."a 44. B /CLO:3738002HKR seal, this , day 17 �i';� `. 04/21/90.1 FFOM 404 —Ad'7 -9169 08 -06 -92 12:06 PM 18 3 /CLO:8738002liKR 04/21/90.1 F F.,- M _,- 1-1 4 7-9 159 -6-06-92 12:05 PM P20 EXHIR T "B' Master Plan 19 B /CL0:8738002HKR 04/21/90.1 20 B /CL0:8738002HKR 04/21/90.1 21 EXHXBXT "A" 4W From the Northeast corner of Winter Springs Unit 3, as recorded 0 in Plat Book 17,,•Pages'89 & go, Public Records of Seminole County, Florida; run thence N 00015'09" W alpng a projection of the East line Oi said Winter Springs Unit 3, 4 distance bf 658.13 feet to:a point on the Easterly Right-of-Way line of a 110 ft. Florida-Powe- & Light Easement, as recorded in O.R.B. 183# Page 130, - Public lic ;ecords of Seminole County, Florida; run thence N 31045'52" W along said Easterly'Right-of-Way line 3274.35 feet; run thence N 54005137" W along the aforesaid Easterly Right-of- Way line of Florida Power & Licht Easement 480-37 feet to a Point of Beginning; thence continue'i 54005'37" W along said Easterly easement Right-of-Way line 287.98 feet; thence leaving the aforesaid Easterly easement Right-of-Way line; run N 2702812611 E, 240.60 feet to the point of curvature of a curve concave saut!%.-__-szerIy, having a radius of 1095.18 feet, and a central a.nq_!x_ of 6V32153"; run thence Northeasterly along the arc of said cu%D rve !195.050 fee:. . to the point of tangency; run thence S 29058136" E, 139.70 feet; run thence S 00*03'1-7" W, 335.25 feet; run thence S 182031'59" W# 234.26 feet; run thence S 52010134" W, 307.52 feet; run thence S 6V37'2811 W, 695401 feet to the Point of Becifin;nc. All of the above described being-in Seminole Co,,%.-.,ty*, Florida. 0 I . 12 : ID R P14 R OM 4 n 4 - 11 7 ­� 1 P 0 0R -06-q2 Ox/ 0 0 0 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated effective April tq , 1994, by and between RICHLAND TUSCAWILLA, LTD., a Florida limited partnership ( " Assignor ), and PULTE HOME CORPORATION, a Michigan corporation ( "Assignee "). A. Assignor and Assignee entered into that certain Agreement for Sale and Purchase of Real Property dated November 30, 1993 and subsequently amended by Addendum (collectively the "Agreement ") for the sale and purchase of certain real property as more particularly described therein and commonly referred to as Tuscawilla Parcel 61 (the "Property "). B. The Property has been approved for the development of one hundred thirty -eight .(138) single - family residential lots ( "138 lots "). C. Simultaneously herewith, Assignor has conveyed fee simple title to the Property to the Assignee. D. In connection with the conveyance by Assignor to Assignee of the Property, Assignor desires to quitclaim unto Assignee all of Assignor's right, title-and interest in and to fifty -five and one - half (55.5) Equivalent Residential Connections for sewer (Group II Sewer ERC's) as same are described in that certain Developer Agreement by and between Winter Springs Development Joint Venture ( "JV") and the City of Winter Springs dated April 26, 1990, as amended by that certain Addendum to Developer Agreement dated September 17, 1993 (collectively "Developer Agreement "). E. Assignee desires to assume the duties, liabilities and responsibilities of Assignor with respect to the 55.5 Group II Sewer ERC's referenced above, including, but not necessarily limited to, the obligation to pay to the City of Winter Springs the applicable Service Availability Charges (as defined in the Developer Agreement) by April 30, 1995. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby .quitclaim unto Assignee all of the Assignor's right, title and interest in and to the 55.5 Group II Sewer ERC's referenced above. 2. THE 55.5 GROUP II SEWER ERC'S ARE BEING QUITCLAIMED "AS IS" "WHERE IS ", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, WITHOUT ANY REPRESENTATION OR - 1 - w i Cr WARRANTY WHATSOEVER AS TO THEIR CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED CONCERNING THE 55.5 GROUP II SEWER ERC'S OR ASSIGNOR'S TITLE THERETO OR RIGHT TO TRANSFER SAME. ASSIGNEE IS HEREBY THUS ACQUIRING THE 55.5 GROUP II SEWER ERC'S BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE 55.5 GROUP II SEWER ERC'S AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. 3. Assignee hereby accepts the foregoing assignment of the 55.5 Group II Sewer ERC's and hereby assumes all duties, liabilities and responsibilities of Assignor with respect to (a) the 55.5 Group II Sewer ERC's; and (b) all obligations of Assignor under the Developer Agreement with regard to the 55.5 Group II Sewer ERC's being assigned herein. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions by Assignee with respect to the 55.5 Group II Sewer ERC's; (b) this Assignment and Assumption Agreement including any claims which Assignee may have against Assignor due to the assignment contemplated herein; (c) any claims made by the City of Winter Springs from and after the date hereof with respect to the 55.5 Group II Sewer ERC's being assigned herein against Assignor or Assignee; and (d) all obligations of Assignor under the Developer Agreement with regard to the 55.5 Group II Sewer ERC being assigned herein including, but not necessarily limited to, the obligation to pay to the City of Winter Springs the applicable Service, Availability Charges (as defined in the Developer Agreement) by April 30, 1995. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses ( including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement which the Assignor deems appropriate in it's sole discretion; provided, however, no such amendment or modification shall adversely impact the Assignee's utilization of the 55.5 Group II Sewer ERC's. S. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance wit the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. - 2 - 0 • 6. Assignor asd a es b being transferred atdan amounthnotsin Group II Sewer ERC excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all em the with respect to the Pr perty and the 55.5 Group II Sewer Agreement w�.th r p ERC's. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of above written. Signed, sealed and delivered in the presence of: 4U-�-�,o - CI-L�:�-- Witness: Witness: Witness: - 3 - ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc. a Florida corporation, General artner By : Samuel K. Ross Vice President ASSIGNEE: PULTE HOME CORPORATION, a Michigan corporation By: Name: Title: STATE OF FLORIDA � SS: COUNTY OF jhe foregoing instrument was acknowledged before me this of •�1 , day of April, 1994 by Samuel K. Ross, the Vice Presideneral Richland Management, Inc., a Florida corporation, as q partner of Richland Tuscawilla, Ltd., a Florida limited He is personally known partnership, on behalf of the partnership• as identification. to me or has produced t,D� -' - Signature of Person Taking Acknowledgment a, J Notary Seal Print Name: SuS V. Title: Notary Public Serial No. (if any) Commission EX re` OFFICIAL SEAL SUSAN D. CORSO fly Commission Expires Sept. 6. 1996 •• •�•• Comm. No. CC 226368 STATE OF FLORIDA ) ) SS: COUNTY OF The foregoing instrument was acknowledged before me this day of April, 1994 by ' the of PULTE HOME CORPORATION, a Michigan corporation, on behalf of the corporation. He :s personally known to me or has produced identification. Signature of Person Taking Acknowledgment Notary Seal Print Name: Title: Notary Public Serial No. (if any) Commission Expires: R.\ReajN120D\D-2S65 - 4 - 0 .0 6. Assignor and Assignee hereby acknowledge that the 55.5 Group II Sewer ERC's are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had - an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 55.5 Group II Sewer ERC's. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, sealed and delivered in the presence of: Witness: Witness: Witness: jo - 3 - ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc., a Florida corporation, General Partner By: Samuel K. Ross Vice President ASSIGNEE: PULTE HOME CORPORATION, a Michi an corporation By: N e ';t itle:07r,0 ts" :N r-4e f �.•+�/oy.c,¢_ •. • STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general partner of Richland Tuscawilla, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced as identification. Notary Seal STATE OF FLORIDA Signature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial` No. (if any) Commission Expires: SS: The foregoing instrument was acknowledged before me thisDg'� day of Apri} . 1994 by ��`M J, the of PULTE HOME CORPORATION, a Michigan corporati n, on behalf of the corporation. He is personally known to me or has produced identification. Signature of Person Taking Acknowledgmejlt Notary Seal Print Name: Title: Notary Public Serial No. (if any) Commission Expires: BETH WILLIAMS My Commission CC318770 * * Expires Nw. 20,1907 R:\Rea1\120D\D-2565 Bwded by HAI �Yf 900- 422 -1556 - 4 - 04-28-94 03:56 PA FROM W�ER SP R,iNGS CITY 01 / 2 r0� 0/04 10:18 0407423 98 • RD 006/006 The undersigned, being the Utility under the Developer Agreement hereinabove described, does hereby acknowledge notice and knowledge of the within and foregoing ASSIGNMENT and does hereby consent thereto. SIGNED, SEALED AND DELIVERED IN THZ PRE ENCB 0!'t SIONA KIPTON LDCKCUFF TYPED NAME SIGNATURE r MARY T. NORTON TYPED NAM rAR81►L\iWD -294 - 5 - CITY O$ 8Ye SPRINGS D_1�___ -__, CITY SEAL 0 • ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated effective April 1994, by and between RICHLAND TUSCAWILLA, LTD., a Florida limited partnership ( "Assignor "), and PULTE HOME CORPORATION, a Michigan corporation ( "Assignee "). . A. Assignor and Assignee entered into that certain Agreement for Sale and Purchase-of Real Property dated November 30, 1993 and subsequently amended by Addendum (collectively the "Agreement ") for the sale and purchase of certain real property as more particularly described therein and commonly referred to as Tuscawilla Parcel 61 (the "Property "). B. The Property has been approved for the development of one hundred thirty -eight (138) single - family residential lots ( "138 Lots "). C. Simultaneously herewith, Assignor has conveyed fee simple title to.the Property to the Assignee. D. In connection with the conveyance by Assignor to Assignee of the Property, Assignor desires to quitclaim unto Assignee all of Assignor's right, title and interest in and to eighty -two and one - half (82.5) Equivalent Residential Connections for sewer (Group I Sewer ERC's) and one hundred thirty -eight (138) Equivalent Residential Connections for water (Group I Water ERC' S) as same are described in that certain Developer Agreement by and between Winter Springs Development Joint Venture ( "JV ") and the City of Winter Springs dated April 26, 1990, as amended by that certain Addendum to Developer Agreement dated September 17, 1993 (collectively "Developer Agreement "). E. Assignee desires to assume the duties, liabilities and responsibilities of Assignor with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's referenced above, including, but not necessarily limited to, the obligation to deliver a letter of credit or cash deposit (i.e. the "Substitute Collateral ") for the foregoing described ERC's as contemplated Section 2.2 of the Development Agreement and Section 4 of the Addendum to Developer Agreement referenced above. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby quitclaim unto Assignee all of the Assignor's right, title and interest in and to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's. - 1 - • 2 . THE 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I WATER ERC'S ARE BEING QUITCLAIMED "AS IS" "WHERE IS ", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THEIR CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED CONCERNING THE 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I WATER ERC'S OR ASSIGNOR'S TITLE THERETO OR RIGHT TO TRANSFER SAME. ASSIGNEE IS HEREBY THUS ACQUIRING THE 82.5 GROUP I SEWER ERC'S AND 138 GROUP I WATER ERC'S BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I SEWER ERC'S AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. 3. Assignee hereby accepts the foregoing assignment of the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's and hereby assumes all duties, liabilities and responsibilities of Assignor with respect to (a) the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's; and (b) all obligations of Assignor under the Developer Agreement with regard to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's being assigned herein. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all . "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions by Assignee with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's; (b) this Assignment and Assumption Agreement including any claims which Assignee may have against Assignor due to the assignment contemplated herein; (c) any claims made by the City of Winter Springs from and after the date hereof with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's being assigned herein; (d) all obligations of Assignor under the Developer Agreement with regard to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's being assigned herein including, but not necessarily limited to, the obligation to deliver the Substitute Collateral to the City of Winter Springs; and (e) Assignee's failure to hook -up any of the 82.5 Group I Sewer ERC's and 138 Group I Water ERC's on or before March 1, 1995 as contemplated in paragraph'2.2 of the Developer Agreement. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement which the Assignor deems appropriate in it's sole discretion; provided, however, no such amendment or modification shall adversely impact the Assignee's utilization of the 82.5 Group I Sewer ERC's or the 138 Group I Water ERC's. - 2 - 0 • S. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance wit the laws of the Jurisdiction in w is choice Property law is located, without regard to the application principles, except to the extent such laws are superseded by federal law. 6. Assignor and Assignee hereby acknowledge that the 82.S Group I Sewer ERC's and the 138 Group I Water ERC's are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, sealed and delivered in the presence of: Witness; Witness: - 3 - ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc., a Florida corporation, General P tner By: Samuel K. Ross Vice President ASSIGNEE: PULTE HOME CORPORATION, a Michigan corporation By: Name • Title: STATE OF FLORIDA SS: COUNTY OF, `�`'`''`' � e foregoing instrument was acknowledged before me this '�h 1994 by Samuel K. Ross, the Vice President of al ! day of April, as general Richland Management, Inc., a Florida corporation, Ltd. a Florida limited partner of Richland Tuscawilla, ship.�He is personally known partnership, on behalf of the P as i en i ica t ion. to me or has produced Signature of Person Taking Acknowledgme uS A'J GpQ,So Print Names Notary Seal Title: Notary Public Serial No. (if••any) OFFICIAL Commission F AL SEA ..SUSAN D. CoRSO • ; My Commission Expires ` ° Sept. 6, 1996 .;mm N 926866. 3.. ,��.fl•••. Co o. CC STATE OF FLORIDA j SS: COUNTY OF The foregoing instrument was acknowledged before me this h 01 day of April, 1994 by of PULTE HOME CORPHe is Nersonallycknown corporation, on behalf of the corporation. He is p as to me or has. produced identification. Signature of Person Taking Acknowledgment Notary Seal Print Name: Title: Notary Public Serial No. (if any) Commission Expires: R :\Rea111200 \0 -2S64 1W-W 0 • STATE OF FLORIDA ) SS: COUNTY OF. -Ahe foregoing instrument was acknowledged before me this - :21 ! day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general partner of Richland Tuscawilla, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced as � en i ica ion. Notary Seal STATE OF FLORIDA COUNTY OF day '" D. (�-� Signature of Person Taking Acknowledgme t Print Name : u S A',4) d. GOQSO Title: Notary Public Serial No. (if any) Commission 1<.i¢: OFFICIAL SEAL SUSAN D. CORSO : My Commission Expires •'•`.�' Comm. No6CC 926368, SS: The foregoing instrument was acknowledged before me this of April 1994 by the of PULTE HOME CORPORATION, a Micnlgan corporation, on behalf of the corporation. Be is personally known to me or has, produced _ as identification. Notary Seal R .- \Real\120MB -2Sb4 Signature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial No. (if any) Commission Expires: - 4 - & • 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance wit the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded' by federal law. 6. Assignor and Assignee hereby acknowledge that the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, sealed and delivered ASSIGNOR: in the presence of: Witness: Witness: Witness: ness: - 3 - RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc., a Florida corporation, General Partner By: Samuel K. Ross Vice President ASSIGNEE: PULTE HOME CORPORATION, a Mich gan corporation By. ame : �meS oc �r2 �J Tit 1 e : 07ra'4 "2Ki f i STATE OF FLORIDA ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general partner of Richland Tuscawilla, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced as identification. Notary Seal Signature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial No. (if any) Commission Expires: STATE OF FLORIDA ) j SS: COUNTY OF`K)C' The foregoing instrument was acknowledged before me this-;"'�BAIZ day of Apr 1, 1994 by -S'..---- C-oc the N of PULTE HOME CORPORATION, a Michigan corporation, on behalf of the corporation. He is personally known to me or has produced as identification. Notary Seal R: \Real \120D \D -2564 Signature of Person Taking Acknowledgment Print Name : Title: Notary Public Serial No. (if any) _ Commission Expires: - 4 - BETH ,"V"•tlIAW; FtiIrdetd by HAI '01 -28 -94 03:56 PM FROM W' R SPRINGS CITY P02 04/20/04 10:18 'x4074258 !Q The undersigned, being the Utility Linder the Developer Agreement hereinabove described, does hereby acknowledge notice and knowledge of the within and foregoing ASSIGNMENT and does hereby consent hereto. SIGNED, QEALED AND DELIMED IN THE P S !' e SMATUA KIPTON LOCKOFF TYPED NAME woo to SIGNATVRM - MARY T. MORTON TWICD XMW iAREAL11MD -2564 3 - CITY OF Sy: , CITY �.. SPRINGS OCT 26 '93 10 :56AM HMSO ORLANDO V. 0 LAW 01'I= ICES HONIG,MAN MILLER SCHWARTZ AND COHN A PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS 390 NORTH ORANGE AVENUE SUITE 1300 THOMAS IF. LANG, P,A, ORLANDO, FLORIDA 3200I.1677 DIRECT DIAL NUMBER TELEPHQNE(407)8a8.0300 (407) 648.7403 TELECOFIER (407) GAG -11JIS (SENT vIA FAYI TO: John Govoruhk, City Manager FROK: Thomas F. Lang', DATE: October 26, 1993 P. 212 • D D OCT 26 1993 CITY of VvINIER SPRINGS CITY MANAGER WCST PALM BEACH, FLORIDA TAMPA, FLORIDA DETROIT, MICHIGAN LANSING, MICHIGAN HOVSTON,TEXAS 608 ANGELES, CA411PORNIA RF+: Tuscawilla Bend Assignment --------------------------- -------- m------- -------------------- The document is generally ok. I have spoken with Kip and we need some representation that there is no profit in the transaction. As to your questions: 1. seals are not necessary - preferable, but not necessary. 2. Having separate pages with original signatures (counterparts) is ok so long as we have an original signature of all the parties on at least one of the pages. Subject to the above, the document is approved. FROM 407- 649 -7443 10 -26 -93 11:04 AM P02 OCT 26 '93 10:55AM HMSC ORLANDO P.1i2 •IW MIRST NATIONAL BUILDING OIT MICHIGAN 48716.3583 OFFICES D Arl ANDMARK CBNTRE TELEPHONE 7a°° JACKSON STRPET PONS 9624176 HONIGMAN MILLER SCHWARTZ A MOR1DA 33602.5209 �) 3) 222 NORTH WASHINGTON 90UAAE A PARTNERSHIP INCLUDING PROFESSIONAL ASS X. (813) 223 4410 223A410 2 SUITE SUITE 400 LANSING. MICHIGAN 48733 -1800 390 NORTH ORANGE AVENUE Q(,j 26 19Q�NTERBTA IOOD LOUISIANA TELEPHONE: (517)= 6222 FAX: (517) a8a.8286 SUITE 1300 / HOUSTON. TEXAS 7700_ -5011 10C 212 LAKEVIEW vENUF KC v �/� TE1 VHON.- (713) 650.26M ORLANDO, FLORIDA 32801- 1672ITY of WINTER SPRINGS FAX: (713)6$0-1141 SUITE 000 `BEST PALM BEACH, FLORIDA 33401.0112 TELEPHONE (407) 648 -0300 CITY MANAGER MCN VENTURA PLAZA. SUITE A20 FAX MACHINE (407) 646.1155 15260 �+BN BOULEVARD TELEPHONE (407) 838.4300 FAX: (07) A32-1036 SHBRMAN OAKS, CAL FQRNIA 91403.3347 T2L8FHONE: f B 1a) 784.2900 PAX: (U 16) 7844622 FACSIMILE TRANSMI'T'TAL COVER SHEET PLEASE DELIVER THE FOLail OWING INFORMATION TO: DATE L/ O Name AJ - Company City /� �'� r /�� State FAX NO. Vefi ication Requested (Recipient Phone No.) FROM ATTORNEY INITIALS TOTAL NUMBER OF PAGES (including Cover Sheet) SPECIAL SENDING INSTRUCTIONS, FOR THE FAX DEPARTMENT IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE CALL FAX OPERATOR AS SOON AS POSSIBLE AT (407) 648.0340 FOR GENERAL INFORMATION CALL (407) "84M TO TRANSMIT TO US CALL (407) 648 -II55, YOUR CALL WILL BE ANSWERED BY AUTOMATIC MACHINE. MESSAGE FOR RECIPIENT THE INFORMATION CONTAINED IN THIS FACSIMILE MAY BE CONFIDgNTIAL AND MAY ALSO BE SUBJECT TO THE ATTORNEY- CLIENT PRIVILEGE OR MAY CONSTITUTE PRIVILEGED WORK PRODUCT. The information is intended oply for the use of the individual or entity to whom it is addressed. If you ate not the intended recipient, or the agent or employee responsible to deliver it to the intended recipient, you am hereby notified that any use, dissemination, distribution or copying of this communication may be subject to legal restriction or sanction. If you have received this facsimile in error, please notify us immediately by telephone, to arrange for return or dosuuction of the information and all copies. Thank you. TRANSMITTED BY T TIME SENT a.m. p.m. RECEIVED BY TIME COMPLETED TOTAL NUMBER OF CALLS TIME VERIFIED_. _ TIMES ATTEMPTED WHEN BUSY I. COMMENTS: 3. FROM 407- 649 -7443 10 -26 -93 11:04 AM Pol • FAX LETTER: DATE 10/22/93 • CITY OF WINTER SPRINGS, FLORIDA 1126 EAST STATE ROAD 434 WINTER SPRINGS, FLORIDA 32708 Telephone (407) 327 -1800 TO: Attorney Tom Lang FAX NO.: FROM: City Manager John Govoruhk NUMBER OF PAGES (INCLUDING COVER SHEET): 9 REGARDING: Assignment & Assumption Agreement 648 -1155 COMMENTS: For your review and approval /disapproval: note on page 3 the original is not signed; on second page 3 was an original signature but no seal; is this acceptable? PLEASE NOTIFY US IMMEDIATELY IF NOT RECEIVED PROPERLY: TRANSMITTING FROM: dex450 (407) 327 -1800 COMMUNICATION CONFIRMATION REPORT WINTER SPRINGS CITY 10 -22 -93 04:37 PM INPUT TIME 04:32 PM TYPE FILE START TIME IMMEDIATE FILE NO. F01 (09 PAGE) N0. TEL N0. PASSWORD RESULT INO.1 TEL NO. PASSWORD1 RESULT 10011648-1155 1 IGOOD ORLANDO, FLORIDA TALLAHASSEE, FLORIDA TAMPA, FLORIDA WEST PALM BEACH, FLORIDA MILWAUKEE, WISCONSIN MADISON, WISCONSIN CHICAGO, ILLINOIS WASHINGTON, D.C. ANNAPOLIS, MARYLAND Mr. John Govoruhk City Manager City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 FOLEY & LARDN ER POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING 200 LAURA STREET 32202 -3510 TELEPHONE (904) 359 -2000 FACSIMILE (904) 359-0319 October 20, 1993 -,fir., OCT 22 193 CITY of V`;INTER SPRINGS CITY MAAi> j�t OF GLOBALEX WITH MEMBER OFFICES IN RE: Winter Springs Development Joint Venture - Sale to Tuscawilla Bend Dear Mr. LONDON, ENGLAND PARIS, FRANCE BERLIN, GERMANY STUTTGART, GERMANY ORESOEN,GERMANY SINGAPORE TAIPEI, TAIWAN Winter Springs Development Joint Venture has recently completed the sale of a shopping center parcel within Tuscawilla PUD to Tuscawilla Bend, a Florida general partnership. In connection with that sale, the Joint Venture has assigned 67 Group I ERCs owned by the Joint Venture. I am enclosing the original executed Assignment of these water and sewer connections. We have prepared the Assignment following the format of previously approved assignments. I would appreciate your review of the Assignment instrument and, if it is satisfactory, your execution of the same on behalf of the City. Please return the fully executed Assignment to me for distribution to the appropriate parties. Thank you for your assistance. COMMUNICATION CONFIRMATION REPORT WINTER SPRINGS CITY 10 -22 -93 04:41 PM INPUT TIME 04:40 PM TYPE FILE START TIME IMMEDIATE FILE NO. F01 (01 PAGE) NO. TEL NO. PASSWORD1 RESULT INO.1 TEL NO. PASSWORDI RESULT 10011648-1155 GOOD October 27, 1993 0 • WINTER SPRINGS WATER & SEWER Foley & Lardner P.O. Box 240 Jacksonville, FL 32201 -0240 1 NORTH FAIRFAX AVENUE WINTER SPRINGS, FLORIDA 32708 Telephone (407) 327 -1641 � 7 OCi 2 6 1993 CITY or TLR SPRINGS CfiT MiANAGER , ATTENTION: Michael F. Dawes REFERENCE: Winter Springs Development Joint Venture - ERC Assignment to Tuscawilla Bend Dear Mr. Dawes: We have reviewed the Assignment and Assumption Agreement between Winter Springs Development Joint Venture and Tuscawilla Bend and have discussed same with our attorneys. We require the Assignor and Assignee to acknowledge that a profit is not being realized in the assignment of the capacity. This can. be accomplished by adding a paragraph to the Agreement or by providing a separate certification. A copy of our most recently executed assignment is attached which contains the necessary language in V. The agreement also assigns both water and sewer ERC's to Tuscawilla Bend. While it may be within WSDJV's rights, I would recommend that only sewer capacity be assigned as the City of Oviedo will be providing water service to the property. If you have any questions, please feel free to contact me at the number above or our Attorney, Tom Lang of Honigman, Miller, Schwartz & Cohn at (407) 648 -0300. Sincerely,� / Kipton Lockcuff, P.E. Utility Director cc: City Manager" Tom Lang, Esq. ORLANDO, FLORIDA TALLAHASSEE, FLORIDA TAMPA, FLORIDA WEST PALM BEACH, FLORIDA MILWAUKEE, WISCONSIN MADISON, WISCONSIN CHICAGO, ILLINOIS WASHINGTON, D.C. ANNAPOLIS, MARYLAND Mr. John Govoruhk City Manager City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 • FOLEY & LARDN ER POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING 200 LAURA STREET 32202 -3510 TELEPHONE (904) 359 -2000 FACSIMILE (904) 359 -0319 October 20, 1993 Cc T 1 OCT 22 1993 CITY of WINTER SPRINGS CITY MAMW P OF GLOBALEX WITH MEMBER OFFICES IN RE: Winter Springs Development Joint Venture - Sale to Tuscawilla Bend Dear Mr. LONDON, ENGLAND PARIS, FRANCE BERLIN GERMANY STUTTGART, , GERMANY DRESDEN,GERMANY SINGAPORE TAIPEI, TAIWAN Winter Springs Development Joint Venture has recently completed the sale of a shopping center parcel within Tuscawilla PUD to Tuscawilla Bend, a Florida general partnership. In connection with that sale, the Joint Venture has assigned 67 Group I ERCs owned by the Joint Venture. I am enclosing the original executed Assignment of these water and sewer connections. We have prepared the Assignment following the format of previously approved assignments. I would appreciate your review of the Assignment instrument and, if it is satisfactory, your execution of the same on behalf of the City. Please return the fully executed Assignment to me for distribution to the appropriate parties. Thank you for your assistance. S- erely, Michael F. Dawes MFD /lmr Enclosure cc: James V. Stewart, Esq. \MFD\LMR3439199030 /000 IJAXBOB I LHA:Imr 10/21/93;l 1:30am t 0 • ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS This Assignment and Assumption Agreement, dated as of the _/_3 day of 1993, is made by and between WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership ( "Assignor "), and TUSCAWILLA BEND, a Florida joint venture ( "Assignee "): WITNESSETH: WHEREAS, Assignor and R.K.M. Development Corp., a Florida corporation ( "RKM ") entered into that certain Purchase and Sale Agreement ( "Agreement ") dated November 25, 1992 for the sale and purchase of certain property, as more particularly described in Exhibit A (the "Property "); and WHEREAS, RKM has assigned its rights and obligations under the Agreement to Assignee; and WHEREAS, Assignor has certain rights and obligations under an agreement with the City of Winter Springs, Florida dat pril 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certaiY sewer connections to serve the Property; and WHEREAS, in connection with the sale of the Property, Assignor desires to transfer to Assignee all of Assignor's right, title and interest in and to sixty -seven (67) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the sixty -seven (67) Group I ERCs; NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby assign and transfer to Assignee, all of the Assignor's rights, title and interest in and to sixty -seven (67) Group I ERCs as defined above. 2. The sixty -seven (67) Group I ERCs are being quit - claimed "as is" "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the sixty -seven (67) Group I ERCs. 3. Assignee hereby accepts the foregoing assignment of the sixty -seven (67) Group I ERCs and hereby assumes all duties and obligations of Assignor with respect to the sixty -seven (67) Group I ERCs, including without limitation, all rights and obligations of Assignor under the Developer Agreement with regard to the sixty -seven (67) Group I ERCs being assigned 0 • herein. Such duties and obligations include without limitation, the obligation to post a surety bond with respect to such Group I ERCs, as required by the Developer Agreement. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions with respect to the sixty -seven (67) Group I ERCs accruing after the date hereof; (b) this Assignment and Assumption Agreement; (c) any claims made by Continental Casualty Company, any other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the sixty -seven (67) Group I ERCs; and (d) all obligations of Assignor under the Developer Agreement with regard to the sixty -seven (67) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs which the Assignor deems appropriate in its sole discretion; provided however, that no such amendment or modification shall affect in any manner, Assignee's rights in and to the sixty -seven (67) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, Sealed and Delivered in the presence of: WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership JI., R Type or Print Name By: Home Capital Corporation, a California corporation d /b /a Home Capital Development Group Inc., general partner By: DbN our_Ns Type or Print Name Its _V�>_ -2- w V elf. Type or Print Name Type- or'Print Name PA IR-YOV it'l;1 ML� IJ 5A An 15 "11 15 Type or Print Name 1 Type or Print Name Type or Print Name f Type or Print Name Type or Print Name Type or Print Name • • ,RAW ./ Type or Print Name [CORPORATE SEAL] By: Humboldt Financial Services Corp., a California corporation, general partner By: �• Type or Print Name Its /' ' By: 4AaU4, DOO ICIa:l E Type or Print Name Its VIP [CORPORATE SEAL] ASSIGNOR TUSCAWILLA BEND, a Florida joint venture By: R.K.M. Seminole, Inc., a Florida corporation, LM as general partner Richard K. Maloof President and Secretary -3- [CORPORATE SEAL] OCT- 19 —'93 TUE 14:21 ID: • TEL- NO: L, ALZ=i=11=4M !!rid M 157YQQ 15 TAw or Print Namo 499V-2z Adxu� Type or Print Naas A-L&�&=:;=:�=- L-43h. M Ur-I I S Type or Print Name Tiis Whim Name . 1#612 P02 � / J "....KL C yyy [CORPORATE SEAL] By: Humboldt Financial Services Corp., a California corporation, general partner By:' LLD Type or Print Name Its a /? NAIJ J �www ; 1_&a Type at Prwi Name Its Yr) (CORPORATE SEAL] ASSIGNOR TUSCAWILLA BEND, a Florida joint venture By: R.K.M. Seminole, Inc., a Florida corporation, as t' par ner By: Richard K. Maloof President and Secretary -3- [CORPORATE SEAL] BY: Miniesi Orlando, Inc., a Florid .• V h QA I L-1 rjL,,--, adtT-]RY:- Carl minien Typo or Prbd N -M le YTI Ty" or Print i r',• Iw - 1 -. ' • 1 - �' 'IR?'!� Janam Jackson [CORPORATE SEAL} By: Regency PlantWon, Inc., a Florida corporation, as general partner iii. - �s ►r''�s�:�► ussn Silva -4- [CORPORATE SEAL] 10-07 -1993 10:58PM P.09 The undersigned hereby consents and agrees to the above Assignt. g Y WITNESSES: CITY OF WINTER SPRINGS, a Florida municipal corporation ' Type or rint Name pe or Print Name City Manager S Type or Print Name \M FD\LMR3324183988/109I JAXB08I M FD:Imr 9/28/93;12:22Pm -5- lint pot of Tract "A" of VJGMUM PU026 as eoo NO in Plat Book 35, Papa 98 at the pi3lic records cf Seminole County, Florida, being moors pertfollarly desm -Ibed as follows: Commends at the Newest corner of said Tract "A"; tiet run North 89 degrees 50 minutes 13 seconds East along the North line of said Tract "A", a distance of 935.11 feet for a pone CF BDG7DVW,- thence continue North 89 degrees 50 minutes 13 sepan ds Bast to the Northeast r - 11 along the North Lim of said Tract OW, a distence of said Tract "A" tam South 00 kgdegrees 40 minut�esos 18797But along the Bast lime of said Tract "A", a distance of 291.48 feet to the 1p liars of said Tract "A", said point being on a carve concave South art rly having a radius of 1197.54' feet; thenos front a chord bearing of South 32 degrees 21 minutes 04 seconds West rm ly along the arc of said curve and said S ly line of Tract "A" Uwe ugh a ventral angle of 22 degrees 51 minutes 43 seconds a distance of 477.84 feet to the point of reverse aavature of a curve concave Nowdziesterly having a radius of 25.00 feat; thence departing said Southeasterly line of Tract "A" run Sou, along the arc of said save and they South line of said Trract "A" through a central angle of-83 degrees 18 minutes 00 seconds, a distance of 36.35 feet to the point of reverse curvature of a cave concave souevasterly having a radius of 437.19 feet; ttrartoe run Westerly along the arc of said curve and said South line of Tract "A" ttmazh a central angle of 15 degrees Ol minutes 12 se=als, a distance of 114.61 feet to the point of tangency; thence South 89 degrees 12 minutes 00 seoaxls West continuing along said South lime of Tract "A", a distance of 408.67 feet to the point of curvature of a cave concave Southerly having a radius of 2880.62 fedt; thence run Westerly along the are of said curve and said Southerly line of Tract "A" through a central angle of 02 degrees 14, minutes 04 seconds, a distance of 112.33 feet to the point of tangency; that South 86 degrees 57 minutes 57 records West continuing along said Southerly line of Tract "A", a distance of 124.77 feet to a point on a cave concave Nor dwesterly having a radius of 15428.87 feet; thence departing said Southerly line of Tract "A" from a chord bearinyg of North 12 degrees 41 minutes 01 seconds East run rtocctiyeasterly slang the arc of said anus through a central angle of 02 degrees 41 minutes 42 seconds, a distance of 725.75 feet to the POINT OF BZGINNIM. LESS: That part of Tract "A" of UOMUO A PiAM, as recorded in Plat Book 35, Page 98, of the Public Reoords of Seminole County, Florida, being more Particularly described as follows: Cie ntznce at the Northeast corner of said Tract "A "; thence run the following courses along the Easterly and Southerly lines of said Tract "A"; thence run South 00 degrees 40 minutes 10 seconds East for a distance of 291.48 feet to a podia an a cave concave Southeasterly having a.radius of 1197.54 feet and a chard bearing of South 32 degrees 21 minutes 04 seconds West; thence run ly along the arc of said curve through a central angle of 22 degrees 51 nuiu rws 43 seconds far a distance of 477.84 feed to the point of reverse curvature of a cave concave Nort1w;esberly having a radius of 25.00 feet; then run Southwesterly along the are of said save through a central angle of 83 degrees 18 minutes 00 seconds for a distance of 36.35 feet to the point of reverse curvature of a curve concave having a radius of 437.19 feet; the run EUT IT A CONTINUED' NotwlY along the arc of sad 0uwm tiu�1 a central an01s of 15 degrees 01 minutes 12 se=rfs for a distance of 114.61 feed tO tts paint of tm tiY% therm run South 89 degrees 12 minutes 00 seooOdssW 89 � 00 feet be the POII�T �' HflGIl�VING: tlheslos {i�ar�os leaving 13�e- seoorx]s West for a distance of 199.51 feet: 09 minutes 47 seconds nest for Southerly line Of Tract "W; run North 00 degme�s a distance of 57.10 feet; thence rw North 07 degrees 46 minutes 35 seconds West for a distw= of 93.48 feet to the point of uuvawre of a aim loonoonoae�� 1�1e Sout2leasterly having a radius of 13.00 feet; thence naZ 36 N=tivzxw minutes 4g 9e00nds arc of said curve through a central angle of 97 degrees for a distance of 22.15 feet to the paint of target -cy: thence nn North 89 degrees 50 motes 13 seconds East for a disbu -,ca of 191.50 feed to the point of curvature of a wive cone" ly having a radius of 13.00 feet; tierce nn Sout9heasbely along the are of said wive Uu=gh a central angle of 90 degas 00 minutes 00 seconds for a dist w= of 20.42 feet to' the paint of thane run South degrees 09 mi ooc r&rbm 47 sexis East for a dist m re. tangenoys, of 25.70 feet; thence run South 06 degrees 48 iaisxites 04 seoo<�ds West for a distance of 45.E feet; feet be the POIIJf � •�� 47 seconds East for a distanos WINTER SPRINGS DEVELOPMENT JOINT VENTURE 1301 Winter Springs Blvd. Winter Springs, FL 32708 November 3, 1993 Mr. Kipton Lockcuff, P.E. Utility Director City of Winter Springs 1 North Fairfax Avenue Winter Springs, F'i, 32708 Re: Winter Springs Development Joint Venture - ERC Assignment to Tuscawilla Bend Dear Mr. Lockcuff: As you requested in your letter of October 27, 1993 addressed to Michael F. Dawes, I am writing to certify to the City that the Winter Springs Development Joint Venture did not realize a profit in the assignment of the 67 ERC's referenced above. If you need any further information in this regard, please advise Sincerely, WINTER SPRINGS DEVELOPMENT JOINT VENTURE By: Home Capital Corporation, a general partner Lisa M. Miskinis Project Manager cc: Sue Byers, Controller ORLANDO, FLORIDA TALLAHASSEE. FLORIDA TAMPA, FLORIDA WEST PALM BEACH, FLORIDA MILWAUKEE, WISCONSIN MADISON, WISCONSIN CHICAGO, ILLINOIS WASHINGTON, D.C. ANNAPOLIS, MARYLAND 0 FOLEY & LARDNER POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING 200 LAURA STREET 32202 -3510 TELEPHONE (904) 359 -2000 FACSIMILE (904) 359 -0319 Mr. Kipton Lockcuff, P.E. Utility Director City of Winter Springs 1 North Fairfax Avenue Winter Springs, Florida 32708 November 11, 1993 • A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN LONDON, ENGLAND PARIS, FRANCE BERLIN, GERMANY STUTTGART GERMANY ORESDEN,, GERMANY SINGAPORE TAIPEI, TAIWAN RE: Winter Springs Development Joint Venture - ERC Assignment to Tuscawilla Bend Dear Mr. Lockcuff: As requested in your letter of October 27, 1993, 1 have obtained and am enclosing a certification from Winter Springs Development Joint Venture to the effect that the Joint Venture has realized no profit in connection with the ERC assignment referenced above. We also appreciate your comments regarding the provision of water to the property by the City of Oviedo. When the original purchase agreement was drafted, it required the Joint Venture to assign all of its rights regarding water and sewer service and this is why the Assignment contained such broad language. However, all parties acknowledge that the City of Oviedo will in fact provide water service to the property and thus we believe the language in the Assignment is harmless. If you feel that some specific acknowledgment is needed, I can have the buyer provide you with a letter confirming its awareness that the City of Oviedo will provide water service to the property. Please let me know if you have any questions about the enclosed certificate letter from the Joint Venture or the other provisions of the Assignment. MFD /lmr Enclosure incerely, Age- Michael F. Dawes W FDILMR3607199030/000 I JAXBOB I M FD:Imr 11/11/9300:36sm CITY 'r `:'I;u'i; L:._ R "')PIIhiG.S UTILITY DIRECTOR 7717r. NIT \1 i. 1993 W FDILMR3607199030/000 I JAXBOB I M FD:Imr 11/11/9300:36sm CITY 'r `:'I;u'i; L:._ R "')PIIhiG.S UTILITY DIRECTOR 0 JAMES V. STEWART, P.A. ATmRNEY AT Law SECURITIES LAW • TAXATION • REAL PROPERTY LAW November 17, 1993 Mr. Kipton Lockcuff, P.E. Utility Director City of Winter Springs One North Fairfax Avenue Winter Springs, FL 32708 9 Re: Transfer of Sewer Rights from Winter Springs Development Joint Venture to Tuscawilla Bend Dear Mr. Lockcuff: This is a letter of confirmation confirming an assignment document which has been sent to you from Mike Dawes of Foley & Lardner regarding the transfer of sewer rights from Winter Springs Development Joint Venture to my client, Tuscawilla Bend. This document inadvertently refers to both water and sewer rights. This letter is a confirmation that my client understands the assignment to just cover sewer rights and you are authorized to strike out the reference to the water rights. It is my understanding that this will be sufficient for you to now execute the document and return it to Mike Dawes. Should you need anything further, please give me a call. JVS /lw cc: Mike Dawes (lockcuff) Yours truly, . Stewart t'gov 1993 CI 3'( of '!Ml 4 T ER SPRINGS UTILITY DIRECTOR 200 FIRST AVENUE NORTH • SUITE 203 • ST. PETERSBURG, FLORIDA 33701 -3370 • (813) 821 -2424 • FAX: (813) 821 -5461 0 FOLEY & LARDN ER POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING A MEMBER OF GLOBALEX ORLANDO, FLORIDA 200 LAURA STREET 32202 -3510 WITH MEMBER OFFICES IN TALLAHASSEE, FLORIDA TELEPHONE (904) 359 -2000 TAMPA, FLORIDA WEST PALM BEACH, FLORIDA FACSIMILE (904) 359 -0319 LONDON, ENGLAND MILWAUKEE, WISCONSIN PARIS, FRANCE MADISON, WISCONSIN BERLIN, GERMANY CHICAGO, ILLINOIS November 18 1993 STUTTGART, GERMANY DRESDEN, GERMANY WASHINGTON, D.C. , ANNAPOLIS, MARYLAND SINGAPORE TAIPEI, TAIWAN Mr. Kipton Lockcuff, P.E. ' Utility Director City of Winter Springs 1 North Fairfax Avenue Winter Springs, Florida 32708 RE: Winter Springs Development Joint Venture - ERC Assignment to Tuscawilla Bend Dear Kip: As we discussed by telephone, I am writing to confirm that Winter Springs Development Joint Venture has approved your marking of the ERC assignment which it made to Tuscawilla Bend, to reflect that it is an assignment of sewer capacity only. The parties understand that the City of Oviedo will be providing water and that the language in the ERC assignment referring to assignment of water capacity was included in error. If you need any further confirmation on this matter, please let me know. rely, Michael F. Dawes MFD /lmr WFD\LMR3507 1 990 30/000 ; JAXB08 I M FD:Imr 11 /18/93 :2:2Bpm V4 0 . ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS (50 Group I ERCs) This Assignment and Assumption Agreement, dated as of the 9th day of September, 1993, is made by and between INTOMM, INC., a Delaware corporation ( "Intomm ") and ROBERT A. YEAGER, Trustee ( "Yeager "): WITNESSETH: WHEREAS, Yeager and Intomm entered into that certain Purchase and Sale Agreement ( "Agreement ") dated June 4, 1993 for the sale and purchase of certain property, as more particularly described in Exhibit A (the " Intomm Property'); and WHEREAS, Yeager has certain rights and obligations under an agreement with the City of Winter Springs, Florida dated April 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certain water and sewer connections to serve the Intomm Property; and WHEREAS, in connection with the sale of the Intomm Property by Yeager to Intomm, Yeager has transferred to Intomm all of Yeager's right, title and interest in and to three hundred-fifty-(300) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and e Y a r` WHEREAS, the parties have agreed that Intomm shall re- assign to Yeager fifty (50) 0 of the Group I ERCs, as provided hereinafter; NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Intomm does hereby assign and transfer to Yeager, all of Intomm's rights, title and interest in and to fifty (50) Group I ERCs as defined above. 2. The fifty (50) Group I ERCs are being quit - claimed "as is" "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Intomm specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the fifty (50) Group I ERCs. 3. Yeager hereby accepts the foregoing assignment of the fifty (50) Group I ERCs and hereby assumes all duties and obligations of Intomm with respect to (a) the fifty (50) Group I ERCs; and (b) all rights and obligations of Intomm under the Developer Agreement with regard to the fifty (50) Group I ERCs being assigned herein. Yeager shall defend, indemnify and hold harmless Intomm from and against any and all "Claims" asserted against or incurred by Intomm in connection with (a) any acts or omissions, with respect to • • the fifty (50) Group I ERCs accruing after the date hereof, (b) this Assignment and Assumption Agreement; (c) any claims made by Continental Casualty Company, any other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the fifty (50) Group I ERCs; and (d) all obligations of Intomm under the Developer Agreement with regard to the fifty (50) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. By its signature below, Assignee acknowledges that it has reviewed the Developer's Agreement and assumes the Developer's duties and obligations under the Developer's Agreement pertaining to the Property and agrees to be bound by the terms of the Developer Agreement as if a signator and agrees to perform the Developer's obligations with regard to the fifty (50) Group I ERCs being assigned. 4. It is hereby agreed and understood that by the foregoing assignment Intomm shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs so long as such amendment or modification has first been provided to Yeager for approval, which approval shall not be unreasonably withheld. Yeager shall not withhold approval if the amendment or modification does not affect in any manner, Yeager's rights in and to the fifty (50) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. 6. The fifty (50) Group I ERCs being assigned herein will be utilized in conjunction with the development of the property within the Tuscawilla PUD. The transfer described herein constitutes a reallocation of 15,000 gallons /day of sewer capacity and 25,000 gallons /day of water and capacity which can only be used to develop the property within the Tuscawilla PUD unless otherwise approved by the City of Winter Springs Water and Sewer utility ( "Utility "). 7. The Assignor represents to the City of Winter Springs that the Assignor is not realizing a profit in the assignment of the capacity described herein. To the best of Assignee's knowledge, Assignor is not realizing a profit in the assignment of the capacity described herein. -2- • • IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, Sealed and Delivered in the vresence of. r o77, '� I-) a_,,- Type Print Name �L41n ,I-'e- Yin Type or Print Name /77. Tor Print Name . Lity, Q 41n vt -y- 1LV1 _ ee, u e ( Cis Type or Print Name STATE OF FLORIDA COUNTY OF ORANGE LWN i e Trustee YEAGER INTOMM The foregoing instrument was acknowledged before me this 9th day of September, 1993 by Robert A. Yeager, Trustee. He is personally known by me and did not take an oath. Typed or Printdd Name Notary Public, State and County aforesaid r T��W W— Commission N ..war„ssow„cc,s.� My commissio WWM: "umb 4. tae �n weao unoenature -3- • . STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this 9th day of September, 1993, by Burton A. Bines, the President of Intomm, Inc., a Delaware corporation, on behalf of the corporation. He is personally known to me and did not take an oath. 0 Typed or Printed Name I - _- Notary Public, County and State CafO o ro :. ,a k LyM M. N f cc 166 br My y�p�PAf By its execution of this Assignment and Assumption Agreement for Water and Sewer Connections (the "Assignment ") in the space provided below, the City of Winter Springs confirms and states as follows to Yeager and his successors, assigns and mortgagees: 1. The City consents to the Assignment. 2. The failure of any successor or assign of the Developer under the Developer Agreement (other than Yeager) to comply with the terms and conditions of the Developer Agreement shall in no way affect the ERCs assigned to Yeager hereunder or the rights of Yeager, his successors, assigns and mortgagees under the Developer Agreement. "Developer" is used as it is defined in the Developer Agreement. 3. Yeagees obligation to provide a surety bond pursuant to the Developer Agreement shall be fulfilled by furnishing a surety bond in the principal amount of Two Hundred Fifty Seven Thousand Two Hundred Twenty -Six and No /100 Dollars ($257,226.00). Thereafter, as long as the surety bond remains in force and effect or if a substitute surety bond is provided, the requirement to furnish a Letter of Credit pursuant to the Developer Agreement shall be fulfilled by providing the Letter of Credit no later than April 30, 1995. -4- • • 4. The Developer Agreement is in full force and effect, and there have been no amendments or modifications thereto. STATE OF FLORID COUNTY OF SEMINOLE CITY OF WINTER SPRINGS, a Florida municipal corporation By: Type or Print Name City Manager The foregoing instrument was acknowledged before me this 6 day of ,1994 by �ogjjZ ��n.�rSPU h K , the City Manager of The City of Winter Springs, a Florida municipal corporation, on behalf of the corporation. ae she is -personally known to me or produced as identification and Tid not take an oath. \MFD \LMR328814SM /1021JAXB08 MFD:Imr 9/9/93 ;8.22pm -5- Typed or Printed Name Notary Public, County and State aforesaid Commission Number My commission expires: 1�t MAROO M HOPKINS MY Conxniabn CC403745 '* Expihs Aug. 28, 1988 BmWed by ANB '�tpFRtl 800-852 -5878 • • EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT Legal Description 0 r� 0 A' X 1� 1131 Parcel 2(A) Legal Description That part of the map of the Phillip R. Yonge Grant, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County and that part of Section 5, Township 21 South, Range 31 East, Seminole County, Florida, described as follows: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S00 024155 "E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly right -of -way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R /W); thence run N54 034157 11W along said Northerly right -of -way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N66 056109 "W; thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 24 044110" for a distance of 845.83 feet to the point of tangency; thence run N79 018114 11W along said Northerly right -of- way line for a distance of 162.82 feet to the POINT OF BEGINNING; thence continue N79 018'14 11W along said Northerly right -of -way line for a distance of 528.44 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 11 046138" for a distance of 536.92 feet to the point of tangency; thence run S88 055108 11W along said Northerly right -of -way line for a distance of 96.48 feet to the Easterly right -of -way line of proposed Vistawilla Drive and a point on a curve concave Southeasterly having a radius of 460.00 feet and a chord bearing of N44 053128 "E; thence run Northeasterly along the arc of said curve and said Easterly right -of -way line through a central angle of 69 000118" for a distance of 554.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N44 050150 "E; thence run Northeasterly along the arc of said curve and said Easterly for a right -of -way line through a centro angle non-tangency; thence distance of 952.65 feet to a point f leaving said Easterly right -of -way line run S89 032122 11E along a non - radial line for a distance of 1039.34 feet to the Westerly right -of -way line of the Black Hammock Branch of the Seaboard Coastline Railroad; thence run S06 021138 11W along said Westerly right -of -way line for a distance of 525.90 feet to the point of curvature of a curve concave Westerly having a radius of 552.67 feet and a chord bearing of S12 032148 11W; thence run Southwesterly along the arc ofs le of 12°d22 20" Westerly distance fofa119134 through a centra l angle us feet to a point on a curve concave Northwesterly having ence diun of 656.13 feet and a chord bearing of S51 °12'30 "W; Southwesterly along the arc of said curve and said Westerly 0 • right -of -way line through a central angle of 77 002104" for a distance of 882.17 feet to a point on a curve concave Northerly having a radius of 799.85 feet and a chord bearing of N85 021114 11W; thence run Northwesterly along the arc of said curve and said Westerly right -of -way line through a central angle of 12 005159" for a distance of 168.91 feet to the Point of Intersection of said Westerly right -of -way line with the Northerly right -of -way line of said Lake Charm Branch of the Seaboard Coastline Railroad right -of -way and the POINT OF BEGINNING. TUS1 08/30/93 LEGL /LEGL6364 • • Parcel 2(B) Legal Description Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S00 1024155 "E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly right -of -way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R /W); thence run N54 034157 11W along said Northerly right -of -way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N66 056109 11W; thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 24 044110" for a distance of 845.83 feet to the point of tangency; thence run N79 018114 11W along said Northerly right -of- way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 11 046138" for a distance of 536.92 feet to the point of tangency; thence run S88 055108 11W along said Northerly right -of -way line for a distance of 178.11 feet to the Westerly right -of -way line of proposed Vistawilla Drive and the POINT OF BEGINNING; thence run N10 023119 11E along said Westerly right -of -way line for distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly right -of -way line through a central angle of 02 037117" for a distance of 24.71 feet; thence run S88 055108 11W along a non - radial line for a distance of 190.00 feet; thence run N54 035137 11W for a distance of 329.61 feet; thence run N15 009135 11E for a distance of 65.02 feet; thence run S77 005106 11E for a distance of 390.41 feet; thence run S54 041121 11E for a distance of 114.37 feet to a point on a non - tanget curve concave Southeasterly having a radius of 540.00 feet and a chord bearing of N51 037116 "E; thence run Northeasterly along the arc of said curve and along the aforesaid Westerly right -of -way line through a central angle of 55 032141" for a distance of 523.50 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N71 054155 "E; thence run Northeasterly along the arc of said curve and said Westerly right -of -way line through a central angle of 14 057122" for a distance of 185.33 feet; thence leaving said Westerly righ -of -way line run N30 022139 11W along a non - radial line for a distance of 356.04 feet; thence run N89 052139 11W for a distance of 2100.00 feet; thence N00 007121 11E for a distance of 100.00 feet; thence N89 052139 11W for a distance of 1465.59 feet more or less to the centerline of Howell Creek; thence run Southerly along the centerline of Howell Creek for a distance of 1200 feet more or 1 1 $'TWA` 4.. %, �46M, r:W, less to the Northerly right -of -way line of Lake Charm Branch of the Seaboard Coastline Railroad; thence run N88 055108 11E along said right -of -way line for a distance of 3170 feet more or less to the POINT OF BEGINNING. TUS1 08/27/93 LEGL /LEGL6364 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS This Assignment and Assumption Agreement, dated as of the 31st day of August, 1993, is made by and between WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida- general partnership ( "Assignor "), and ROBERT A. YEAGER, Trustee ( "Assignee "): WITNESSETH: WHEREAS, Assignor and Assignee entered into that certain Purchase and Sale Agreement ( "Agreement ") dated April 14, 1993 for the sale and purchase of certain property, as more particularly described in Exhibit A (the "Property "); and WHEREAS, Assignor has certain rights and obligations under an agreement with the City of Winter Springs, Florida dated April 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certain water and sewer connections to serve the Property; and WHEREAS, in connection with the sale of the Property, Assignor desires to transfer to Assignee all of Assignor's right, title and interest in and to three hundred (300) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the three hundred (300) Group I ERCs; NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby assign and transfer to Assignee, all of the Assignor's rights, title and interest in and to Three Hundred (300) Group I ERCs as defined above. 2. The Three Hundred (300) Group I ERCs are being quit - claimed "as is" "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the Three Hundred (300) Group I ERCs. 3. Assignee hereby accepts the foregoing assignment of the Three Hundred (300) Group I ERCs and hereby assumes all duties and obligations of Assignor with respect to (a) the Three Hundred (300) Group I ERCs; and (b) all rights and obligations of Assignor under the Developer Agreement with regard to the Three Hundred (300) Group I ERCs being assigned herein. Such duties and obligations include without limitation, the obligation to post a surety bond with respect to such Group I ERCs. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions, with respect to the Three Hundred (300) Group I ERCs accruing after the date hereof, (b) this Assignment and Assumption Agreement; (c) any ag ar ;. , .• "'i,t4 I I • • claims made by Continental Casualty Company, any other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the Three Hundred (300) Group I ERCs; and ,;d) all obligations of Assignor under the Developer Agreement with regard to the Three Hundr td (300) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs which the Assignor deems appropriate in its sole discretion; provided however, that no such amendment or modification shall affect in any manner, Assignee's rights in and to the Three Hundred (300) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, Sealed and Delivered in the presence of: .- • • 672 MM �Z Ty" or Print Name Its U\,ALAX� �. Type or Print Name WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership By: Home Capital Corporation, a California corporation d/b /a Home)i Japital Developfnent Group, general partner By: Type or Print Name n Its 6 P. By: JC,�, M - A /11S-A- M, In l IN /J' Type or PAnt.Name Its a- � -M Type or Print Name -2- • • By: Humboldt Fi ancial Ser N '2A -- -4 6-0 By: Type or Print Name Type or Print Nam Its ' Corp., general partner Type or Print Name By. �l1'A— M • M ICY- //V /LS Type or Print Name Type or Print Iyame Its 00-n Type or Print Name ASSIGNOR MP�r//r VA -./" - ON Tye m ASSIGNEE The undersigned hereby consents and agrees to the above Assignment. WITNESSES: '."� Z-Z--,,// Type or Print Name Type or Print Warne WIFD%LMR3200146688/101 IJAX608IMFD:Imr 8/8/83.11:48*m CITY OF WINTER SPRINGS, a Florida municipal corporation By: Type or Print Name City Manager -3- EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT Legal Description 1 1 04 U I a Y PARCEL 15 That portion of the following property located in Seminole County, Florida lying East of the center line of Howell Creek: All that part of the Map of the Phillip R. Yonge Grant as recorded in Plat Book 1, Pages 35 through 38 of the public records of Seminole County, Florida and a portion of the Southeast 1/4 of Section 5 and a portion of the Northeast 1/4 of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, lying South of S.R. 434 (old S.R. 419); North of the Lake Charm Branch of the Seaboard Coast Line Railroad and East of GARDENA FARMS, TOWN SITES, as recorded in Plat Book 6, page 39 of the public records of Seminole County, Florida, less right of way of Black Hammock Branch of the S.C.L. Railroad; which property is also described as follows: .s • TUSCX, IEU'f j1-7'@ CEL 1' • EXHIBIT A COINUED DESCRIPTION: That part of the MAP OF THE PHILLIP R. YOUNGE GIANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County and that part of Sections 5 and 8, Township 21 South, Range 31 East, Seminole County, Florida, being described as follows: Begin at the Northeast comer of said Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8, for a distance of 205.56 feet to the Point of Intersection of the Northerly Right- of:Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W) with the Easterly Right -of -Way line of the Black Hammock Branch of Seaboard Coast line Railroad, said Point of Intersection being a point on a curve concave Northeasterly having a radius of 799.85 feet and a chord bearing of N 49 °02'35" W; thence run Northwesterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 08 °11'08" for a distance of 114.27 feet to a point on a curve concave Northeasterly having a radius of 651.23 feet and a chord bearing of N 20 °36'17" W; thence run along the arc of said curve and said Easterly Right -of -Way line 'through a central angle of 54 °35'00" for a distance of 620.40 feet; thence run N 06 °21'38" E along said Easterly Right -of -Way line for a 1540.55 feet; thence leaving said Easterly Right -of -Way line run S 89 °3222" E along the South Right -of -Way line of State Road No. 434 (60' R/W) for a distance of 131.05 feet; thence run S 00 °11'57" W along the East line of the Southeast 1/4 of Section 5, Township 21 South, Range 31 East for a distance of 1958.31 feet to the POINT OF BEGINNING. TOGETHER WITH: Commence at the Northeast comer of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence -run S 00 °24'55" E along the East lirie•of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Char Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; Page 2 of 11 :JSCAWILLA PARCEL 15 /PARCEL 1 EXHIBIT A cox40UED • • thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of v tangency; thence run S 88 °55'08" W along said Northerly•Right -of -Way line for a distance of 96.48 feet to the Easterly Right -of -Way line of Proposed Vistawilla Drive and a point on a curve concave Southeasterly having a radius of 460.00 feet and a chord bearing of N 44 °53'28" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 69 °00'18" for a distance of 554.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N 44 °50'50" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 69 °05'33" for a distance of 952.65 feet to the POINT OF BEGINNING: thence continue Northerly along said Easterly Right -of -Way line and said curve having a radius of 790.00 feet and a chord bearing of N 05 °22'51" E through a central angle of 09 °50'25" for a distance of 135.68 feet to a point of non - tangency; thence run N 06 °10'16" E along said Easterly Right -of -Way line for a distance of 100.50 feet; thence run N 00 °2738" E along said Easterly Right -of -Way line for a distance of 214.99 feet to the point of curvature of a curve concave Southeasterly having a radius of 25.00 feet; thence run Northeasterly along the arc of said curve through a central angle of 90 °00'00" for a distance of 39.27 feet; thence run S 89 °32'22" E along a line that is 25.00 feet South of and parallel with the South Right -of -Way line of State Road 434 for a distance of 404.53 feet; thence run N 00 °27'38" E for a distance of 25.00 feet to said South Right -of -Way line; thence run S 89 °32'22" E along said South Right -of -Way line for a distance of 639.86 feet to the West Right -of -Way line of the Black Hammock Branch of the Seaboard Coast Line Railroad; thence run S 06 °21'38" W along said West Right -of -Way line for a distance of 502.66 feet; thence leaving said West Right -of -Way line run N 89 °3222" W for a distance of 1039.34 feet to the POINT OF BEGINNING. i TOGETHER WITH: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °2455" E along the East line of the'Northeast 1/4 of said Section 8 for a distance of 205.56 feet • to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a Page 3 of-11 • EXHIBIT A COAL • • point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the. arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right- of- Way 1ine for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 046'38" for a distance of 536.92 feet to the point of V tangency; thence run S 88 055'08" 'ir►r alone said Northerly Right -of -Way line for a distance of 178.11 to the Westerly Right -of -Way line of Proposed Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of -Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run along the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 7 10.00 feet and a chord bearing of N 71'54'55" E; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 14 °57'22" for a distance of 185.33 feet to the POINT OF BEGINNING; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along a non - radial line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 2250.00 feet; thence run N 00 °07'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 °07'21" E for a distance of 400.00 feet to the South Right -of -Way line of State Road No. 434 (60' R `W); thence run S 89 °52'39" E along said South Right -of- ,ray line for a distance of 1580.00 feet; thence run S 89 °32'22" E along said South Right - of -Way line for a distance of 611.08 feet; thence leaving said South Right - of -Way line run S 00 °27'38" W for a distance of 25.00 feet; thence run S 89 °3272" E along a line 25.00 feet South of and parallel with said South Right -of -Way line for a distance of 395.00 feet to the point of curvature of a curve concave Southwesterly having a radius of 25.00 feet; thence run Southeasterly along the arc of said curve through a central angle of 90 °00'00 ".for a distance of 39.27 feet; thence run S 00 °27'38" W along the Westeily Right -of -Way line of Proposed Vistawilla Drive for a distance of 214.99 feet; thence run S 05 °15'00" E along said Westerly Right -of- Way line for a distance of 100.50 feet to a point on a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of S 32 °26'56" W; thence run Southwesterly along the arc of said cane and • said Right -of -Way line through a central angle of 63 °58'36" for a distance of 792.79 feet to the POINT OF BEGMINTING. Page 4 of 11 JSC),W1L_A PARCEL 15 / ?F.RCSL 2 • •,• EXHIBIT A CONED • • DESCRIMON: That part of the MAP OF THE PHILLIP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County and that part of Section 5, Township 21 South, Range 31 East, Seminole County, Florida, being described as follows: Commence at the Northeast corner of Section 8, Township 21 South, Rance 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' RIW); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W alone said Northerly Right -of -Way line for a distance of 162.82 feet to the POINT OF BEGINNING; thence continue N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 528.44 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of ` said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency;. thence run S 88 °55'08" W along said Northerly Right -of -Way line for a distance of 96.48 feet to the Easterly Right -of -Way line of Proposed Vistawilla Drive and a point on a curve concave Southeasterly having a radius of 460.00 feet . and a chord bearing of N 44 °53'28" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 69 °00'18" for a distance of 554.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N 44 °50'50" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of'69 °05'33" for a distance of 952.65 to a point of non - tangency; thence leaving said Easterly Right -of -Way line run S 89 °32'22" E along a. non- radial line for a distance of 1039.34 feet to the Westerly Right -of -Way line of the Black Hammock Branch of the Seaboard Coastline Railroad; thence run S 06 °21'38" W along said Westerly Right -of -Way line for -a distance of 525.90 feet to the point of curvature of a curve concave Westerly having a radius of 552.67 feet and a chord bearing of S 12 °32'48" W; thence run Southwesterly along the art; of said curve and said Westerly Right -of -Way line through a central angle of 12 °22'20" for a distance of 119.34 feet to a point on a curve concave Northwesterly Page 5 of 11 M TUSCAWILLA PARCEL IS /PhRCEL 2 EXHIBIT A COINUtD • • having a radius of 656.13 feet and a chord bearing of S 51 °12'30" W; thence run Southwesterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 77 °02'04" for a distance of 882.17 feet to a point on a curve concave Northerly having a radius of 799.85 feet and a chord bearing of N 85 °21'14" W; thence run Northwesterly along the arc of said curve and said Westerly Right -of -Way line and along the arc of said curve through a central angle of 12 °05'59" for a distance of 168.91 feet to the Point of Intersection of'said Westerly Right -of -Way line with the Northerly Right -of -Way line of said Lake Charm Branch of the Seaboard Coastline Railroad Right -of -Way and the POINT OF BEGINNING. TOGETHER 'WITH: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida; thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 018'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency; thence run S 88 °55'08" W along said Northerly Right -of -Way line for a distance of 178.11 feet to the Westerly Right -of -Way line of Proposed Vist.awilla Drive and the POINT OF BEGINNING; thence run N 10 °23'19" E along said Westerly Right -of- -Way line for a distance of 16.23 feet to the point of curvature of -a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve.and said Westerly Right -of -Way line through a central angle of 14 °57'22" fora distance of 185.33 feet; thence leaving said Westerly Right - of -Way line run N 30 °22'39" W along a non- radial.line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 3675 feet more Page 6 of 11 • �+ , ;USCAWILLA PARCEL 15 /PARCEL 2 • • EXHIBIT A CONTI6IUED • or less to the centerline of Howell Creek; thence run Southerly along the centerline of Howell Creek for a distance of 1050 feet more or less to the Northerly Right -of -Way line of Lake Charm Branch of the Seaboard Coastline Railroad; thence run N 88 °55'08" E along said Right -of -Way line for a distance of 3153 feet more or less to the POINT. OF BEGINNING. PAfTP. 7 of 11 - JSCA 'LLA PARCEL 1S / PARCEL 3 MIBIT A CO D DESCRIPTION: That part of the MAP OF THE PHILLIP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole zr County, Florida, being described as follows: Commence at the Southeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 044'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of :tangency; thence run S 88 °55'08" W along said Northerly Right -of -Vijay line for a distance of 178.11 feet to the Westerly Right -of -Way line of Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of- Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the are of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 14 °57'22" for a distance of .185.33 feet; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along a non - radial line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 2250.00 feet to the POINT OF BEGINNING; thence run N 00 °07'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 °07'21" E for a distance of 190.00 feet; thence run N 89 °5239" W for a distance of 311.14 feet; thence run N 00 °07'21" E for a distance of 210.00 feet to the South Right - of -Way line of State Road No. 434 (60' R/NV); thence run N 89 °52'39" W along said South Right -of -Way line for a distance of 522.20 feet; thence run S 89 °32'14" W along said South Right -of -Way line for a distance of 850 feet more or less to the centerline of with Howell Creek; thence run Page 8 of 11 TUSCAFILLAnPARCEL 15/PARCEL 3 — ' EXHIBIT A CON D Southerly along the centerline of Howell Creek for a distance of 950 feet more or less to a point in said centerline of Howell Creek lying N 89 °52'39" W a distance of 1425 feet more or less from the POINT OF BEGINNING, thence run S 89 05239" E for a distance of 1425 feet more or less to the POINT OF BEGINNING. Containing 25.2 acres more or less and being subject to any right -of -way, restrictions and easements of record. Page 9 of 11 ,USG,RILIA PARCEL 'IS /PARCEL Y EXHIBIT A CCIONUED • DESCRIPTION: That part of the MAP OF THE PHILLIP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County, Florida, being described as follows: Commence at the Southeast comer of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 024'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' FJM; thence run N 54 034'57" W along said Northerly Right -of Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 056'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency; thence run S 88 055'08" W along said Northerly Right -of -Vijay line for a distance of 178.11 feet to the Westerly Right -of -Way line of Proposed Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of -Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 14 °5722" for a distance of 185.33 feet; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along ru a non - radial line for a distance of 356.04 feet; thence n N 89 °52'39" W for a distance of 2250.00 feet; thence run N 00 007'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 o 07 21 E for a distance of 190.00 feet to the POINT OF . BEGINNING; thence continue N 00 007'21" E for a distance of 210.00 feet; thence run N 89 °52'39" W along the South Right -of -Way line of State Road 434 (60' R/W) for a distance of 311.14 feet; thence run S 00 °07:21" W for a distance of 210.00 feet; thence run S 89 °52'39" E for a distance of 311.14 feet to the POINT OF BEGINNING. Page 10 of 11 � I:X}iIBiT A CONTIN9 . Vistawilla Drive and Retention Area r c scrutrrioN: That pail of the MAP OF ITT, PHILI..IP R. YONGE GRANT, as recorded in Plat Book 1, Pares 35 through 38 of the Public Records of Seminole County and that pa} t of Seetioa 5. Township 21 South, Range 31 East, Seminole County, l= lorida, described as MOWS: ConvM= at the Northeast corner of Section 8, Towmbip 21 Sot}Itt. Mange 31 East, Semloole County, Florida, thence run S 00024'55" E along the East line of the Northeast 114 of said Section 8 for a distance of 20556 feet to the Northerly Right -of -Way line of the Uke Ctann Branch of the Seaboard Coast Line Railroad (100' Rte; thence run N 54 034'57" W along said Northerly Right -of -Way lice for a distance of 293.14 feet to a point on a "on-tangent curve concave Southwesterly having a radius.af 1959.19 feet and a chord bearing of N 66 °56'09" W; thence niit Northwesterly along tlne arc of said curve and said Northerly Wgbt- of-Way line through a central angle of 24'44'10" for a'distancc of 845.83 feet to the point of e.'wgency; thence lull N 79 018'14" W along said Nortberlx-*Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 261209 feet; thence nm I4orthwesterly.along the arc oT-Wd;Q"c and said Northerly Right- of-Way line through a ccatial -Ingle of 11° 4638" for a distance of 536.92 feet to the point of tangency; thence run S 88 °55'08" W along said Northerly R.igbt- of-Wuy line for a distance gr 96.48 feet to the POINT OF BEGINNING; thence pontinue S 88 955'08" W alone said Nortberl'y-Rlght -of -Way line for a distance of 81.63 feet; thence ' ntn N 10 °2319" E for a distance of 16.23 feet to the point of cumwm of a Curve concave Southeasterly having a radlus of 540.00 feet; thence run Northeasterly along the arc of said curve through a antral angle of 02 °37'17" for a distance of 24.71 feet thence run S 88 °55'08" W along a non- radial line for a distance of 190.00 felt; thence ntn N 54 °35'37" W for a distance of 329.61 feet-, thence run N 15 °0935" E for a distance of 65.02 feet; tl}eace run S 77 °05'06" E for a distance of 390.41 feet; dneoce run S 54 °4121" E for it distance of 114.37 feet to a point ou a tlon-twgeat auve concave Southeasterly having a radius of 540.00 feet and a chord bearing of N 51°37'16" E; thence run Northeasterly along the arc of said curve through a central angle of 55°3241" for a distance of 523.50 feet to the point of reverse. curvature of a curve concave Northwesterly having a radius of 710.00 feu; thence run Northcastcrly along arc of said curve through a central angle of 78 °5558" for a distance of 978.12 feet to point; thence ntn N 05°I5'00" W along a anon- tangent r1ge for a distance of 10050 feet; thence run N 00°2738" E for a distance of 214.99 feet to the point of curvature of a curve concave Southwesterly having a radius of 25.00 feet; thence run Northwesterly along the arc of said curve through a cuttral angle of 90 °00'00" for a distance of 39.27 feet to the pbiot of tangency; thence runt N 89 °3272" W along a line lying 25.00 fat South of (when measured at. right angles) and parallel with the South kight.of•Way line of State Road 434 • (60' RM for a distance of 395.00 feet; dv-ace run N 0017'38" 13 for a distance of 25.00 feet to said South Right- of•Way lb-0: thence rust S 89 °3222" E along said Soutli Right -of -Way line for a distance of 949.53 feet; thence nm S 00°27'38" W for a distance of 25.00 feet; thence run N 89 °32'22" W along a line lying 25.00 feet South of (wbeu measured at right angles) and parallel with said South Rigilt-of -Way line of State Road 434 (for a distance of 404_13 feet to the point of curvature of a curve concave Southeasterly having a radius of 25.00 tat; thence run Southwesterly along Arc of said Hove through a central angle of 90 °00'00.' for a distance 6f 39.27 Page 11 of 12 t EXHIBIT A CONTINUED 0 0 Continuation of Vistawilla Drive and Retention Area legal feet to the point of tangency; theuee tun S 00°2738" W for a distance of 214.99 feet; thence m S 06 °10'16" W for a dIstauce of 10050 feet to a Point on a noti•eanoe.ut CUuvC concave Notchwesterly laving a radius of 790.00 feet and a ebord bear6ie of S 39'55'38" W; tbeoce run Southwesterly along the arc of said curve through a central utgie of 78.55'58" for it distance of 1088.33 fat to the point of revtrse curvature of a curve concave Southeasterly havioy a radius of 460.00 feet; dunce tun Southwesterly along are of said carve tluougu a central wgle of 69 °00'18" for a distance of 554.01 feet to the POW OF MODMO. • a Page 12 of 12 - t: I • • ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS (16 Group I ERCs) This Assignment and Assumption Agreement, dated as of the _ day of September, 1994, is made by and between ENTOMM, INC., a Delaware corporation ( "Intomm") and ROBERT A. YEAGER, Trustee ( "Yeager) ": WITNESSETH: WHEREAS, Yeager and Intomm entered into that certain Purchase and Sale Agreement ( "Agreement ") dated June 4, 1993 for the sale and purchase of certain property, as more particularly described in Exhibit A (the " Intomm Property"); and WHEREAS, Yeager has certain rights and obligations under an agreement with the City of Winter Springs, Florida dated April 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certain water and sewer connections to serve the Intomm Property; and WHEREAS, in connection with the sale of the Intomm Property by Yeager to Intomm, Yeager has transferred to Intomm all of Yeager's right, title and interest in and to three hundred (300) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, in connection with the Assignment and Assumption Agreement for Water and Sewer Connections dated as of the 9th day of September, 1993 Intomm has re- assigned to Yeager all of Intomm's right, title and interest in and to fifty (50) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, the parties have agreed that Yeager shall re- assign to Intomm sixteen (16) of the Group I ERCs, as provided hereinafter; NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the parties do hereby covenant and agree as follows and take the following actions: 1. Yeager does hereby assign and transfer to Intomm, all of Yeager's rights, title and interest in and to sixteen (16) Group I ERCs as defined above. 2. The sixteen (16) Group I ERCs are being quit - claimed "as is" "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Yeager specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the sixteen (16) Group I ERCs. • • 3. Intomm hereby accepts the foregoing assignment of the sixteen (16) Group I ERCs and hereby assumes all duties and obligations of Yeager with respect to (a) the sixteen (16) Group I ERCs; and (b) all rights and obligations of Yeager under the Developer Agreement with regard to the sixteen (16) Group I ERCs being assigned herein. Intomm shall defend, indemnify and hold harmless Yeager from and against any and all "Claims" asserted against or incurred by Yeager in connection with (a) any acts or omissions, with respect to the sixteen (16) Group I ERCs accruing after the date hereof (b) this Assignment and Assumption Agreement; (c) any claims made by Continental Casualty Company, and other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the sixteen (16) Group I ERCs; and (d) all obligations of Yeager under the Developer Agreement with regard to the sixteen (16) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. By its signature below, Assignee acknowledges that it has reviewed the Developer's Agreement and assumes any claim due to the invalidity of any of the assignments referred to herein. By its signature below, Assignee acknowledges that it has reviewed the Developer's Agreement and assumes the Developer's duties and obligations under the Developer's Agreement pertaining to the Property and agrees to be bound by the terms of the Developer Agreement as if a signator and agrees to perform the Developer's obligations with regard to the sixteen (16) Group I ERCs being assigned. 4. It is hereby agreed and understood that by the foregoing assignment Yeager shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs so long as such amendment or modification has first been provided to Intomm for approval, which approval shall not be unreasonably withheld. Intomm shall not withhold approval if the amendment or modification does not affect in any manner, Intomm's rights in and to the sixteen (16) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of� the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. 6. The sixteen (16) Group I ERCs being assigned herein will be utilized in conjunction with the development of the property within the Tuscawilla PUD. The transfer described herein constitutes a reallocation of 4,800 gallons/day of sewer capacity and 8,000 gallons/day of water and capacity which can only be used to develop the property within the Tuscawilla PUD unless otherwise approved by the City of Winter Springs Water and Sewer utility ( "UtrW ). 7. The Assignor represents to the City of Winter Springs that the Assignor is not realizing a profit in the assignment of the capacity described herein. To the best of Assignee's knowledge, Assignor is not realizing a profit in the assignment of the capacity described herein. 2 U IN WTTIESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, Sealed and Delivered in the presence of: IM . IUhl A-M Z-1-ad ES Type or Print Name JE LEAo4r,'Q a C- LA 6;�Rk Type or Print Name j Qn P_ —2. —Bou/�1,44 Type or Print Name STATE OF FLORIDA COUNTY OF ORANGE YEAGER INTOMM, INC., - a Delaware cp ration ' y. ,, Its ,Zj e&) / /1/(,l—'_"' INTOMM The foregoing instrument was acknowledged before me this &!-day of 1994 by Robert A Yeager, Trustee. He is personally known by me and did nq,, an oath. Typed or Printed Name Notary Public, State and County aforesaid Commission Number. JULIE 81OE: My Commission Expires: W cMamm � IWAM nw � • 0 STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this 3 day of d &Z,,Q,,a AJ , 1994 by Burton A Bines, the President of Intomm, Inc., a Delaware corporation, on behalf of the corporation. He is personally known by me and did not take an oath. c� s- c'An/o rQ c L41) K Rz Typed or Printed Name Notary Public, State and County aforesaid Commission Number. CC I a5 6'0-t% My Commission Expires: IMA" PUBLIC STAn of 71MDA My CMUSSION MM. AUG.. 7.1995 BONDED THRU fa`MWAL INS. UND. By its execution of this Assignment and Assumption Agreement for Water and Sewer Connections (the "Assignment ") in the space provided below, the City of Winter Springs confirms and states as follows to Intomm and its successors, assigns and mortgagees: 1. The City consents to the Assignment 2. The blue of any successor or assign of the Developer under the Developer Agreement (other than Intomm) to comply with the terms and conditions of the Developer Agreement shall in no way affect the ERCs assigned to Intomm hereunder or the rights of Intomm, its successors, assigns and mortgagees under the Developer Agreement. "Developer" is used as it is defined in the Developer Agreement. 3. The Developer Agreement is in full force and effect, and there have been no amendments or modifications thereto. 4 i aclkrn Type or Print Name ly Type or Print&ame STATE OF FLORIDA COUNTY OF SEM(NOLE CITY OF WINTER SPRINGS, a Florida municmal corpor ' n By. Typed or Printed Name City Manager The foregoing instrument was acknowledged before me this tip day of ���,- ��_,L., 1994 by 3C % ti y o y rg P v,, h K —,the City Manager of The City of Winter Springs, a Florida municipal corporation, on behalf of the corporation. He/she is personally known by me and did not take an oath. i� // .�...�� i Typed or Printed Name ' Notary Public, State and County aforesaid Commission Number. My Commission Expires: MARGO M NOW Ns y MY Ca mWon CC4W746 7c EA*" x+0.28.1908 ry ! Bonded by ANB ,tpFptl 800- 862 -8878 5 SALLEY, FEINBERG & HAMES, P. A. ATTORNEYS AT LAW SUITE 2500 390 NORTH ORANGE AVENUE ORLANDO, FLORIDA 32801 407/426-2360 STEPHEN DAVID FEINBERG LAURENCE CLIFFORD HAMES STEPHEN GAINES SALLEY Certified Mail Return Receipt Requested PLEASE REPLY TO: POST OFFICE BOX 3829 ORLANDO, FL 32802 -3829 October 14, 1993 Mr. Kipton Lockcuff Utility Director City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 y ✓' ",� I Z / [` i �.. X11 h' OCT 1-9 1933 �,Ty Or 1�i!NTER SPRINGS Re: Bond obtained by Intomm, Inc. in connection with Assignment and Assumption Agreement relating to Water and Sewer Services Dear Mr. Lockcuff: FACSIMILE: 407/426 -2361 I am furnishing you along with this letter the original bond written by Continental Casualty Company in favor of the City of Winter Springs, Florida in the amount of $257,226.00. This completes the requirement of Intomm, Inc. to furnish a bond pursuant to the Developer Agreement. If you have any questions relating to this matter, please phone me at your convenience. Very truly yours, SALLEY,` FEINBERG & HAMES, P.A. Stephen D. Feinberg SDF /mjh Enclosure cc: Mr. Burton A. Bines (w /enclosure) Thomas Lang, Esquire (w /enclosure) Mr. Robert A. Yeager (w /enclosure) Michael F. Dawes, Esquire (w /enclosure) 77-1 T7 OCT E 1993 CITY of WINTER SPRINGS UTILITY DIRECTOR %jL 1 + . BOND • KNOW ALL MEN BY THESE PRESENTS: That we, Intomm, Inc. d /b /a FRC, a Florida corporation, organized and existing under the laws of the State of Florida, and having its principal place of business at 101 Wymore Road, Suite 400, Altamonte Springs, Florida 32714, as Principal, and Continental Casualty Company, a surety company organized under the laws of the State of Illinois and duly authorized to do business in the State of Florida, whose principal place of business is CNA Plaza, Chicago, Illinois 60685, as Surety, are held and firmly bound unto The City of Winter Springs, Florida or its Trustee or substitute Trustee as Obligee, in the amount of Two Hundred Fifty -seven Thousand, Two Hundred Twenty -six Dollars and No Cents ($257,226.00) for the payment of which sum the said principal and surety do jointly bind themselves, their heirs, executors, administrators, successors, and assigns, and each and every one of them firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH THAT: WHEREAS, the above bounden Principal has on the 3rd day of September , 1993, entered into a written Assignment and Assumption Agreement with the aforesaid Obligee - for the securing of water and sewer services for 300 equivalent residential connections (ERC'S) for the period commencing September 3 1993 through April 30, 1995. NOW, THEREFORE, if the said Principal shall and will in all particulars well, truly and faithfully observe, perform, and abide by the above condition in said Assignment and Assumption Agreement, then this obligation shall be and become null and void; otherwise, it shall remain in full force and effect. It is further understood and agreed between the parties hereto, that the Surety shall have an annual right, on April 30th of each anniversary hereof, to decrease this bond in a less amount than the $257,226 initial bond, to the extent additional on -line ERC's are added to the Utility System prior to such annual anniversary date, the reduction of such bond by the amount of $857.43 per each ERC. Provided further, that regardless of the number of years this bond shall continue or be continued in force and of the number of premiums which shall be payable or paid, the Surety shall not be liable thereunder for a larger amount, in the aggregate, then the amount of this bond. Provided further, it is understood and agreed that the liability of the surety hereunder shall terminate on May 1, 1994 unless released by the Obligee prior thereto. Signed, sealed and dated this 16th day By W' ness C� X-1/ By: fitness ENTAL CASUAL W L Johnson, �ttorney-in-'act Florida gent t� Cornk- i l Casualty Company u CNA For A I I I he Comm it nu-ni % You Make* AN I L L I N O I S C O R P O R A T I O N POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men by these Presents, That CONTINENTAL CASUALTY COMPANY, a corporation duly organized and existing under the laws of the State of Illinois, and having its principal office in the City of Chicago, and State of Illinois, does hereby make, constitute ... .. . ._,_______ ',_ n I._ r.__.____ -r .1 -..-- Il n.-L.. 4. and appoint Pame of Orlando, Florida Its true and lawful Attorney -in -fact with full power and authority hereby conferred to sign, seal and execute in its behalf bonds, undertakings and other obligatory instruments of similar nature In Unlimited Amounts - and to bind CONTINENTAL CASUALTY COMPANY thereby as fully and to the same extent as if such instruments were signed by the duly authorized officers of CONTINENTAL CASUALTY COMPANY and all the acts of said Attorney, pursuant to the authority hereby given are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the Board of Directors of the Company. "Article IX— Execution of Documents Section 3. Appointment of Attorney-in-fact. The President or a Vice President may, from time to time, appoint by writtencertificates attorneys -in -fact to act in behalf of the Company in the excecution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Vice President or the Board of Directors may at any time revoke all power and authority previously given to any attorney -in- fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 3rd day of April, 1957. "Resolved, that the signature of the President or Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signatures and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." In Witness Whereof, CONTINENTAL CASUALTY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 31St day of October , 19-0 - CAS State of Illinois 1 co'mm'a County of Cook ( ss S SEAL x•91 CONTINENTAL CASUALTY COMPANY mar / J. E. Purtell Vice President. On this 31St day of October 19-AD_, before me personally came J. E. Purtell, to me known, who, being by me duly sworn, did depose and say: that he resides in the Village of Glenview, State of Illinois; that he Is a Vice-President of CONTINENTAL CASUALTY COMPANY, the corporation described in and which executed the above instrument; that he knows the seal of said Corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. De,� A UNOTART Linda C. Dempsey otary Public. CERTIFICATE My Commission Expires Octo r 19,: 1994 I, Robert E. Ayo, Assistant Secretary of CONTINENTAL CASUALTY COMPANY, do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that Section 3 of Article IX of the By -Laws of the Company and the Resolution of the Board of Directors, set forth in said Power of Attorney are still in force. In testimony whereof I have hereunto subscribed my name and affixed the-seal of the said Company this 16th day of SEPTEMBER 199 . uSU, Volt. Ayo Assistant Secretary , �5v SEAL Form 1- 23142 -8 INV. NO. G- 57443 -B • • r � ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS This Assignment and Assumption Agreement, dated September 3, , 1993, is made by and between ROBERr A.YEAGER, Trustee, ( "Assignor ") and INTOMM, INC., a Delaware corporation, Trustee ( "Assignee "): WITNESSETH: WHEREAS, Assignor and assignee entered into that certain Purchase and Sale Agreement ( "Agreement ") dated June 4, 1993, for the sale and purchase of certain property, as more particularly described in Exhibit A (the "Property "); and WHEREAS, Assignor has certain rights and obligations under an agreement with the City of Winter Springs, Florida dated April 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certain water and sewer connections to serve the Property; and WHEREAS, in connection with the sale of the Property, Assignor desires to transfer to Assignee all of assignor's right, title and interest in and to three hundred (300) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the three hundred (300) Group I ERCs. NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby assign and transfer to Assignee, all of the Assignor's rights, title, duties, obligations and interest in and to three hundred ( 3 00 ) Group I ERCs as defined above subject to the consent of the Utility. 2. The three hundred (300) Group I ERCs are being transferred "as is", "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty express or implied. Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the Group I ERCs. 3. Assignee hereby accepts the foregoing assignment of the • • three hundred (300) Group I ERCs and hereby assumes all duties and obligations of Assignor with respect to (a) the three hundred (300) Group I ERCs; and (b) all rights and obligations of Assignor under the Developer Agreement with regard to the three hundred (300) Group I ERCs being assigned herein. Such duties and obligations include without limitation, the obligation to post a surety bond with respect to such Group I ERCs. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions, with respect to the three hundred (300) Group I ERCs accruing after the date hereof; (b) this Assignment and Assumption Agreement; and (c) any claims made by Continental Casualty Company, and other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the three hundred (300) Group I ERCs, and (d) all obligations of Assignor under the Developer Agreement with regard to the three hundred (300) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorney's fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. By its signature below, Assignee acknowledges that it has reviewed the Developer's Agreement and assumes the Developer's duties and obligations under the Developer's Agreement pertaining to the Property and agrees to be bound by the terms of the Developer Agreement as if a signator and agrees to perform the Developer's obligations with regard to the three hundred (300) Group I ERCs being assigned. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs, so long as the amendment or modification has first been provided to Assignee for its approval, which approval shall not unreasonably be withheld. Assignee shall not withhold the approval if the amendment or modification does not affect in any manner Assignee's rights in and to the three hundred (300) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. 6. The three hundred (300) Group I ERCs being assigned herein will be utilized in conjunction with the development of the property within the Tuscawilla PUD. The transfer described herein constitutes a reallocation of 90,000 gallons /day of sewer capacity t: \sdt\intomm \as&asmpt.agt and 150,000 gallons /day of water capacity which can only be used to develop the property within the Tuscawilla PUD unless otherwise approved by the city of Winter Springs Water and Sewer utility ( "utility "). 7. The Assignor represents to the City of Winter Springs that the Assignor is not realizing a profit in the assignment of the capacity described herein. To the best of Assignee's knowledge, Assignor is not realizing a profit in the assignment of the capacity described herein. Stephen D. Feinberg (Type or Print Name) Marl J. Heincelman (Type or Print Name) "; -.. -. - . (Type or Print Name-) ROBERT A. EAGE stee INTOMM, IN a DelawavW By �y (Type or Prr. Its: 1 o�4t Name) (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF ORANGE Rp The foregoing instrument was acknowledged before me this 3� day of September, 1993, by ROBERT A. YEAGER, Trustee and individually, who is personally known to me. NO Y BLIC (Type or Print Name) NOTARY FUMICj STST CF fLC???t A AT LAS:!;.: My Commission Expires: WW C01MAMS10.4 Exalcr: OCTC`Es; 16, 1914 100 "D Tf{" NUCKLMERRY i ASSOCIATES STATE OF COUNTY OF ��he forego' i strument was ackno le�d�ge,�d efore me this j day of, , 1993, by -1 �eJ as President o TOMM, INC., a Delaware corporation, on behalf of the corporation. He is personally known to me or has produced a driver's license or other identification. NOT Y P LIC Kou' IO_ 3. 44e 1 r1:::-e1 rr,a.n (Type or Print Name) My Commission Expires: IWAtT MHMX1 STATI OF FLORIDA AT LARD , at OWNIS"M R1I►IRES OCTOAER 16, 1494 MOM TMRU WKI(LENRR11 A ASSOCIATES • • By its execution of this Assignment and Assumption Agreement for Water and Sewer Connections (the "Assignment") in the space provided below, the City of Winter Springs confirms and states as follows to Assignee and its successors, assigns and mortgagees: 1. The City consents to the Assignment. 2. The failure to comply with the terms and conditions of the Developer Agreement by any successor or assign of the Developer except Intomm, Inc. or its successors or assigns, shall in no way affect three hundred (300) Group 1 ERC's assigned to Intomm, Inc. hereunder or the rights of Intomm, Inc., its successors or assigns under the Developer Agreement. 'Developer" is used as it is defined in the Developer Agreement. 3 Assignee's obligation to provide a surety bond pursuant to the Developer Agreement shall be fulfilled by furnishing a surety bond in the principal amount of Two Hundred Fifty Seven Thousand Two Hundred Twenty Six Dollars ($257,226.00). Thereafter, as long as the surety bond remains in force and effect or if a substitute surety bond is provided, the requirement to furnish a Letter of Credit pursuant to the Developer Agreement shall be fulfilled by providing the Letter of Credit no later than April 30, 1995. 4. The Developer Agreement is in full force and effect, and there have been no amendments or modifications thereto. Print Name: o i� i Print ame : -' &2 G A rd Al 4 CITY OF WINTER SPRINGS, a Florida municipal corporation By: Print N City Manager 1 4 e, 1- t••1 h B O W Y E R- .c: I N G L E T c, N 1- f_7 Z. EXHIBIT Parcel 2(A) Legal Description That part of the map of the Phillip R. Yonge Grant, as recorded in Plat Book 1, pages 35 through 38 of the Public Records of Seminole County and that part,of Section 5, Township 21 South, Range 31 East, Seminole county,,Florida, described as follows: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run soo 024155 "B along the East line of the Northeast 1/4 of said s*ction 8 for a distance of 205.56 feet to the Northerly right -of -way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R /W); thence run N54 °34157 "W along said Northerly right -of -way line for a distance of 293.14 feet to a point on a curve concave southwesterly having a radius of 1959.19 feet and a chord bearing of N66 056'09 "W; thence run Northwesterly along the arc of said curve and said Northerly right -of -way lino through a central angle of 24 044110" for a distance of 845.83 feet to the point of tangency; thence run N79 018114 11W along said Northerly right -of- way line for a distance of 162.82 feet to the POINT OF BEGINNING; thence continue N79 °18'14 "W along said Northerly right -of -way line for a distance of 528.44 feat to the point of curvature of a curve concave Southwesterly having a radiva of 2612. 09 , feet• thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 11 046138" for a distance of 536.92 feet to the point of tangency; thence run S88 °55'08 11W along said Northerly right -of -way line for a distance of 96.48 feet to the Easterly right -of -way line of proposed Vistawilla Drive and a point on a curve concave southeasterly having a radius of 460.00 feet and a chord bearing of N44 653128 "E; thence run Northeasterly along the arc of said curve and said Easterly right -of -way line through a central angle of 69 000'180 for a distance of 534.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N44 ° S0' 50 "E; thence run Northeasterly along the arc of said curve and said Easterly right -of -way line through a central angle of 69605'33tP for a distance of 952.65 to a point of non - tangency; thence leaving said Easterly right -of --way line run S89 0132122 11E along a non - radial line for a distance of 1039.34 feet to the Westerly right - of -way line of the Black Hammock Branch of the Seaboard Coastline Railroad; thence run 506 021038 11W along said waoterly right -of -way line for a distance of 525.90 feet to the point of curvature of a curve concave Westerly having a radius of 552.67 feet and a chord bearing of 812 032148 "W; thence run Southwesterly along the arc of said curve and said Westerly right -of -way line through a central angles of 12 022120" for a distancea of 119.34 feet to a point on a curve concave Northwesterly having a radius of 656.13 feat and a chord are ofs said bearing a and 2saidWWesterly right-of- C way line through a 1 4 1' I•:l + B O W Y E R Parcel 2(a) cont. central angle of 77 °02104" for a distance of 882.17 feet to a point on a curve concave Northerly having a radius of 799.85 and a chord bearing of N85 °21'14 "W; thence run Northwesterly along the arc of said curve and said Westerly right -of -way line through a central angle of 12005159" for a distance of 168.91 feat to the Point of Intersection of said westerly right -of -way line with the Northerly right -of -way line of said Lake Charm Branch of the Seaboard Coastline Railroad right -of -way and the POINT of BEGINNING. TUS1 08/30/93 LEGL /LEGL6364 :; 1 4 F I T-A B O W-v E R- I N G L E T C) N Parcel 2(B) Legal Description Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run 500024155" along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly right -of -way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R /W); thence run N5403415711W along said Northerly right -of -way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N66 °56109 "W; thence run Northwesterly along the arc of said curve and said Northerly right -of -way line through a central angle of 24 044110" for a distance of 845.83 feet to the point of tangency; thence run N7901811411W along said Northerly right -of- way line for a distance of 691.26 feet to the point: of curvature of a curve concave Southwesterly having a radiun of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly ight -of -way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency; thence run S88 655108 "W along said Northerly right -of -way line for a distance of 178.11 feet to the Westerly right -of-way line of proposed vistawilla Drive and the POINT OF BEGINNING; thence run N1092311911E along said westerly right -of -way line for distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly right -of -way line through a central angle of 02037117" for a distance of 24.71 feet; thence run S88115510811W along a non- radial line for a distance of 190.00 feat; thence run N54 635137 "W for a distance of 329.61 feat; thence run N15 009135 "E for a distance of 65.02 feet; thence run S77°0510611E for a distance of 390.41 feet; thence run S54 041121 "E for a distance of 114.37 fact to a point on a non - tanget curve concave Southeasterly having a radius of 540.00 feet and a chord bearing of N51 037116 "E; thence run Northeasterly along the arc of said curve and along the aforesaid Westerly right -of -way line through s central Ingle of 55 032141" for a distance of 523.50 foot to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N71 °54155 "E; thence run Northeasterly along the arc of said curve and said Westerly right- of--way line through a central angle of 1405712211 for a distance of 185.33 feet; thence leaving said westerly righ -of -way line run N3002213911W along a non-radial line for a distance of 356.04 feet; thence run N8905213911W for a distance of 2100.00 feet; thence N00 007121 "E for a distance of 100.00 feet; thence N89 1152139 "W for a distance of 1465.59 feet more or less to the centerline of Howell Creek; thence run Southerly along the centerline of Howell Crook for a distances of 1200 feet more or 1 4 ' -- r e••:t Parcel 2 (b) cunt. r 13 CJ W Y E R 1 114 (.— i L t. 1 U ♦v fo i I_) , less to the Northerly right -of -way line of Lake Charm Branch of the Seaboard Coastline Railroad; thence run N88 055108 "E along said right -of -way line for a distance of 3170 feet more or less to the POINT OF BEGINNING. TUS1 08/27/93 LEGL /LEGL6364 STEPHEN DAVID FEINBERG LAURENCE CLIFFORD HAMES STEPHEN GAINES SALLEY via Hand Delivery • 0 R PRET SALLEY, FEINBERG & HAMES, P. A. SEP 8 1993 D ATTORNEYS AT LAW SUITE 2500 390 NORTH ORANGE AVENUE ORLANDO, FLORIDA 32801 407/426-2360 PLEASE REPLY TO: POST OFFICE BOX 3829 ORLANDO, FL 32802-3829 September 7, 1993 Mr. John Govoruhk City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 CITY of WINTER SPRINGS C17Y MANAGER FACSIMILE: 407/426-2361 Re: Assignment and Assumption Agreements for Water and Sewer Connections: Winter Springs Development Joint Venture to Robert A. Yeager, Trustee and Robert A. Yeager, Trustee to Intomm, Inc. Dear Mr. Govoruhk: I am enclosing three documents entitled Assignment and Assumption Agreement for Water and Sewer connections entered into between Winter Springs Development Joint Venture and Robert A. Yeager and three documents entitled Assignment and Assumption Agreement for Water and Sewer Connections between Robert A. Yeager, Trustee and Intomm, Inc. It is my understanding that these documents have been reviewed and approved by Thomas Lang, Esquire. With that understanding, I am delivering these to you for your execution in the space provided on the documents. By copy of this letter, together with copies of both Assignments, I am informing Mr. Lang that I have transmitted these documents to you. In my conversation with Mr. Lang earlier today, he requested that I send these directly to you. • Mr. John Govoruhk September 7, 1993 Page 2 0 once these documents have been executed, I would appreciate your phoning me so that I can arrange to have them picked up. As Mr. Lang may have advised you, our closing is scheduled for Wednesday, September 8. If you have any questions, please phone me at your convenience. Thank you very much for your cooperation and assistance. Very truly yours, SALLEY, FEINBERG & HAMES, P.A. Stephen D. Fei berg SDF /mjh Enclosures cc: Mr. Burton A. Bines (w /enclosures) Thomas Lang, Esquire (w /enclosures) J��NTER S U CITY OF WINTER SPRINGS, FLORIDA lrcorrmwd 1959 1126 EAST STATE ROAD 434 ORIOP' WINTER SPRINGS, FLORIDA 32708 Telephone (4(Y7) 327 -1800 September 8, 1993 TO: Tom Lang, City Attorney FROM: John Govoruhk, City Manager RE: Changes to Assignment and Assumption Agreements The following changes were noted between copies received from Mr. Feinberg and those faxed to Kip Lockcuff: Winter Springs Development Joint Venture to Robert A. Yeager: The last sentence in No. 3 was deleted in its entirety and section 6 was also deleted in its entirety. The Assignment and Assumption Agreements Robert A. Yeager to Intomm, Inc.: Language in Section II on page 5 was changed. The date in Section 3 was changed to April 30, 1995 from April 30, 1994. I have signed these contacts contingent upon your approval of these changes. attachment cc: Kip Lockcuff, Utility Director SEP -ffS- '93 10: 29AM HMSC ORLANDO "' P . 9i12 3. Assignee hereby accepts the foregoing assignment of the three hundred (300) Group I ERCs and hereby assumes all duties and obligations of Assignor with respect to (a) the three hundred (300) Group I ERCs; and (b) all rights and obligations of Assignor under -the Developer Agreement with regard to the three hundred (300) Group I ERCs being assigned herein. Such duties and obligations include without limitation, the obligation to post a surety bond with respect to such Group I ERCs. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions, with respect to the three hundred (300) Group I ERCs accruing after the date hereof; (b) this Assignment and Assumption Agreement; (c) any claims made by Continental Casualty Company, any other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the three hundred (300) Group I ERCs; and (d) all obligations of Assignor under the Developer Agreement with regard to the three hundred (300) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, Judgments, costs and expenses (including attorney's fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein By its signature below, Assignee acknowledges that he has reviewed the Developer's Agreement and assumes the Developer's duties and obligations under the Developer's Agreement pertaining to the property and agrees to be bound by the terms of the Developer Agreement as if a signator and agrees to perform the Developer's obligations with regard to the three hundred (300) Group I FRCS being assigned. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Agreement with the City or winter Springs which the assignor deems appropriate in its sole discretion; provided, however, that no such amendment or modification shall affect in any manner, Assignee's rights in and to the three hundred (300) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. 6. The three hundred (300) Group I ERCs- -being assigned herein will be utilized in conjunction with the development of the property described in Exhibit A. The transfer described herein constitutes an allocation of gallons /day .of sewer 2 FROM 407- 649 -7443 09 -03-93 10:33 AM P09 SEP 03 '93 10: 22AM HMSC ORLANDO P -6/12 By its execution of this Assignment and Assumption Agreement for Water and Sewer Connections (the "Assignment ") in the space provided below, the City of Winter Springs confirms and states as follows to Assignee and its successors, assigns and mortgagees: 1. The City consents to the Assignment. 2. The failure of the Assignor or any successor or assign of the Assignor under the Developer Agreement (other than Assignee) to comply with the terms and conditions of the Developer Agreement shall in no way affect three hundred (300) Group I ERCs assigned to Assignee hereunder or the rights of Assignee, its successors and assigns under the Developer Agreement. 3. Assignee's obligation to provide a surety bond pursuant to the Developer Agreement shall be fulfilled by furnishing a surety bond in the principal amount of Two Hundred Fifty seven Thousand Two Hundred Twenty Six Dollars ($257,226.00). Thereafter, as long as the surety bond remains in force and effect or if an acceptable substitute surety bond is provided, the requirement to furnish a Letter of Credit pursuant to the Developer Agreement shall be fulfilled by providing the Letter of Credit (acceptable in form and substance to the City) no later than April 30, 1994. 4, The Developer Agreement is in full force and effect, and there have been no amendments or modifications thereto. (Type or Print Name) (Type or Print Name) CITY OF WINTER SPRIN68, FLORIDA# a Florida municipal corporation By: (Type or Print Name) CITY XAMAGER FROM 407- 649 -7443 09 -03 -93 10:33 AM P06 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR WATER AND SEWER CONNECTIONS This Assignment and Assumption Agreement, dated as of the 31st day of August, 1993, is made by�and between WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership ( "Assignor "), and ROBERT A. YEAGER, Trustee ( "Assignee "): WITNESSETH: WHEREAS, Assignor and Assignee entered into that certain Purchase and Sale Agreement ( "Agreement ") dated April 14, 1993 for the sale and purchase of certain property, as more particularly described in Exhibit A (the "Property "); and WHEREAS, Assignor has certain rights and obligations under an agreement with the City of Winter Springs, Florida dated April 26, 1990 (the "Developer Agreement "), including without limitation, the rights to certain water and sewer connections to serve the Property; and WHEREAS, in connection with the sale of the Property, Assignor desires to transfer to Assignee all of Assignor's right, title and interest in and to three hundred (300) Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the three hundred (300) Group I ERCs; NOW, THEREFORE, in accordance with the Developer Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby assign and transfer to Assignee, all of the Assignor's rights, title and interest in and to Three Hundred (300) Group I ERCs as defined above. 2. The Three Hundred (300) Group I ERCs are being quit - claimed "as is" "where is" and "with all faults" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to their condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the Three Hundred (300) Group I ERCs. 3. Assignee hereby accepts the foregoing assignment of the Three Hundred (300) Group I ERCs and hereby assumes all duties and obligations of Assignor with respect to (a) the Three Hundred (300) Group I ERCs; and (b) all rights and obligations of Assignor under the Developer Agreement with regard to the Three Hundred (300) Group I ERCs being assigned herein. Such duties and obligations include without limitation, the obligation to post a surety bond with respect to such Group I ERCs. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor in connection with (a) any acts or omissions, with respect to the Three Hundred (300) Group I ERCs accruing after the date hereof; (b) this Assignment and Assumption Agreement; (c) any claims made by Continental Casualty Company, any other bond company referred to in the Developer Agreement or the City of Winter Springs with respect to the Three Hundred (300) Group I ERCs; and ,;d) all obligations of Assignor under the Developer Agreement with regard to the Three Hundred (300) Group I ERCs being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim due to the invalidity of any of the assignments referred to herein. 4. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the. right to enter into any amendment or modification of the Developer Agreement with the City of Winter Springs which the Assignor deems appropriate in its sole discretion; provided however, that no such amendment or modification shall affect in any manner, Assignee's rights in and to the Three Hundred (300) Group I ERCs assigned herein or any right of use appurtenant thereto. 5. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. Signed, Sealed and Delivered in the presence of: WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership By: Home Capital Corporation, a California corporation d/b /a HomeAapital Deve4opment Group, general partner By: Type or Print Its J - A 4 N /� " - By: (^a 1 ' /r/ J/ �1 M w 41 Type or Print Name ' Type or Name Its -2- • Type or Print Name ■ 1%--bq.&n% . 11 Type or Print Name Type or Print Name Mwwl_. Type or Print Name By: Humboldt ' ancial Services Corp., general partner By: Type or Print Its - f • � i ASSIGNOR ASSIGNEE The undersigned hereby consents and agrees to the above Assignment. WITNESSES: CITY OF WINTER SPRINGS, a Florida municipal corporation By: Type or Print Name ype or Print Name City Manager h" r- %W& ad" T N e" d Type or Print Name 1MFMLMR3200 X46688/101 j JAX808 j MFD:Imr 8/8183;11:48om -3- • L� EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT Legal Description .; ;V-01 I PARCEL 15 That portion of the following property located in Seminole County, Florida lying East of the center line of Rowell Creek: All that part of the Map of the Phillip R. Yonge Grant as recorded in Plat Book 1, Pages 35 through 38 of the public records of Seminole County, Florida and a portion of the Southeast 1/4 of Section 5 and a portion of the Northeast 1/4 of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, lying South of S.R. 434 (old S.R. 419); North of the Lake Charm Branch of the Seaboard Coast Line Railroad and East of GARDENA FARMS, TOWN SITES, as recopied in Plat Book 6, page 39 of the public records of Seminole County, Florida, less right of way of Black Hammock Branch of the S.C.L. Railroad; which property is also described as follows: . TUSIILLA PARCEL 15 /PARCEL 1 • EXHIBIT A CONTINUED DESCRIPTION: That part of the MAP OF THE PHILLIP R. YOUNGE GkANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County and that part of Sections 5 and 8, Township 21 South, Range 31 East, Seminole County, Florida, being described as follows: Begin at the Northeast comer of said Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °2455" E along the East line of the Northeast 1/4 of said Section 8, for a distance of 205.56 feet to the Point of Intersection of the Northerly Right-of-Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/w) with the Easterly Right -of -Way line of the Black Hammock Branch of Seaboard Coast line Railroad, said Point of Intersection being a point on a curve concave Northeasterly having a radius of 799.85 feet and a chord bearing of N 49 °02'35" W; thence run Northwesterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 08 °11'08" for a distance of 114.27 feet to a point on a curve concave Northeasterly having a radius of 651.23 feet and a chord bearing of N 20 °36'17" W; thence run along the arc of said curve and said Easterly Right -of -Way line 'through a central angle of 54 °35'00" for a distance of 620.40 feet; thence run N 06 °21'38" E along said Easterly Right -of -Way line for a 1540.55 feet; thence leaving said Easterly Right -of -Way line run S 89 °32'22" E along the South Right -of -Way line of State Road No. 434 (60' R/W) for a distance of 131.05 feet; thence run S 00 °11'57" W along the East line of the Southeast 1/4 of Section 5, Township 21 South, Range 31 East for a distance of 1958.31 feet to the POINT OF BEGINNING. TOGETHER WITH: Commence at the Northeast comer of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence -run S 00 °24'55" E along the East lirie•of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; Page 2 of 11 US ILLA PARCEL 1S /PARCEL 1 EXHIBIT A CONTINUED • thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °4638" for a distance of 536.92 feet to' the point of tangency; thence run S 88 °55'08" W along said Northerly *Right -of -way line for a distance of 96.48 feet to the Easterly Right -of -Way line of Proposed Vistawilla Drive and a point on a curve concave Southeasterly having a radius of 460.00 feet and a chord bearing of N 44 °53'28" E; thence run Northeasterly along the are of said cun-e and said Easterly Right -of -Way line through a central angle of 69 °00'18" for a distance of 554.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N 44 °50'50" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 69 °05'33" for a distance of 952.65 feet to the POINT OF BEGINNING: thence continue Northerly along said Easterly Right -of -Way line and said curve having a radius of 790.00 feet and a chord bearing of N 05 °2251" E through a central angle of 09 °50'25" for a distance of 135.68 feet to a point of non - tangency; thence run N 06 °10'16" E along said Easterly Right -of -Way line for a distance of 100.50 feet; thence run N 00 °27'38" E along said Easterly Right -of -Way line for a distance of 214.99 feet to the point of curvature of 9 curve concave Southeasterly having a radius of 25.00 feet; thence run Northeasterly along the arc of said curve through a central angle of 90 °00'00" for a distance of 39.27 feet; thence run S 89 °32'22" E along a line that is 25.00 feet South of and parallel with the South Right -of -Way line of State Road 434 for a distance of 404.53 feet; thence run N 00 °27'38" E for a distance of 25.00 feet to said South Right -of -Way line; thence run S 89 °32'22" E along said South Right -of -Way line for a distance of 639.86 feet to the West Right -of -Way line of the Black Hammock Branch of the Seaboard Coast Line Railroad; thence run S 06 °21'38" W along said West Right -of -Way line for a distance of 502.66 feet; thence leaving said West Right -of -Way line run N 89 °32'22" W for a distance of 1039.34 feet to the POINT OF BEGINNING. TOGETHER WITH: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the'Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a Page 3 of 11 • EXHIBIT A CONTINUED • point on a curve concave South%mcsterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the. arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right- of- Way'line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 046'38" for a distance of 536.92 feet to the point of tangency; thence run S 88 °55'08" W alone said Northerly Right -of -Way line for a distance of 178.11 to the Westerly Right -of -Way line of Proposed Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of -Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run alone the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 14 °57'22" for a distance of 185.33 feet to the POINT OF BEGINNING; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along a non - radial line for a distance of 356.0 feet; thence run N 89 °52'39" W for a distance of 2250.00 feet; thence run N 00 °07'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 °07'21" E for a distance of 400.00 feet to the South Right -of -Way line of State Road No. 434 (60' R/W); thence run S 89 °52'39" E along said South Right -of -Way line for a distance of 1580.00 feet; thence run S 89 °32'22" E along said South Right - of -Way line for a distance of 611.08 feet; thence leaving said South Right - of- Way line run S 00 °27'38" W for a distance of 25.00 feet; thence run S 89 °32'22" E along a line 25.00 feet South of and parallel with said South Right -of -Way line for a distance of 395.00 feet to the point of curvature of a curve concave Southwesterly having a radius of 25.00 feet; thence run Southeasterly along the arc of said curve through a central angle of 90 °00'00 ",for a distance of 39.27 feet; thence run S 00 °27'38" W along the Westerly Right -of -Way line of Proposed Vistawilla Drive for a distance of 214.99 feet; thence run S 05 °15'00" E along said Westerly Right -of- Way line for a distance of 100.50 feet to a point on a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of S 32°26'56" W; thence run Southwesterly along the arc of said curve and said Right -of -Way line through a central angle of 63 °58'36" for a distance of 792.79 feet to the POINT OF BEGINNING. Page 4 of 11 :.USCOLLh .PARCEL' .• 5 / ?F..RCEL 2 EXHIBIT A CONTINUED DESCRrMON: That part of the MAP OF THE PHILLIP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County and that part of Section 5, Township 21 South, Range 31 East, Seminole County, Florida, being described as follows: Commence at the Northeast comer of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °3457" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Norther]y Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 162.82 feet to the POINT OF BEGINNING; thence continue N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 528.44 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency;. thence run S 88 °55'08" W along said Northerly Right -of -Way line for a distance of 96.48 feet to the Easterly Right -of -Way line of Proposed Vistawilla Drive and a point on a curve concave Southeasterly having a radius of 460.00 feet and a chord bearing of N 44 °53'28" E; thence run Northeasterly along the arc of said curve and said Easterly Right -of -Way line through a central angle of 69 °00'18" for a distance of 554.01 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 790.00 feet and a chord bearing of N 44 °50'50" E; thence run Northeasterly, along the arc of said curve and said Easterly Right -of -Way line through a central angle of '69 °05'33" for a distance of 952.65 to a point of non - tangency; thence leaving said Easterly Right -of -Way line run S 89 °32'22" E along a. non- radial line for a distance of 1039.34 feet to the Westerly Right -of -Way line of the Black Hammock Branch of the Seaboard Coastline Railroad; thence run S 06 °21'38" W along said Westerly Right -of -Way line for -a distance of 525.90 feet to the point of curvature of a curve concave Westerly having a radius of 552.67 feet and a chord bearing of S 12 °32'48" W; thence run Southwesterly along the art; of said curve and said Westerly Right -of -Way line through a central angle of 12 °22'20" for a distance of 119.34 feet to a point on a curve concave Northwesterly Page 5 of 11 • TU ILLA PARCEL 15 /PARCEL 2 • EXHIBIT A CONTINUE • having a radius of 656.13 feet and a chord bearing of S 51 ° 1230" W; thence run Southwesterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 77 °02'04" for a distance of 882.17 feet to a point on a curve concave Northerly having a radius of 799; 85 feet and a chord bearing of N 85 °21'14" W; thence run Northwesterly along the arc of said curve and said Westerly Right -of -Way line and along the arc of said curve through a central angle of 12 °05'59" for a distance of 168.91 feet to the Point of Intersection of'said Westerly Right -of -Way line with the Northerly Right -of -Way line of said Lake Charm Branch of the Seaboard Coastline Railroad Right -of -Way and the POINT OF BEGINNING. TOGETHER WITH: Commence at the Northeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida; thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °3457" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of tangency; thence run S 88 055'08" W along said Northerly Right -of -Way -line for a distance of 178.11 feet to the Westerly Right -of -Way line of Proposed Vistawilla Drive and the POINT OF BEGINNING; thence run N 10 °23'19" E along said Westerly Right -of -Way line for a distance of 16.23 feet to the point of curvature of -a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve.and said Westerly Right -of -Way line through a central angle of 14 °57'22" fora distance of 185.33 feet; thence leaving said Westerly Right - of -Way line run N 30 °22'39" W along a non- radial.line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 3675 feet more Page 6 of 11 • :UALLA PARCEL 15 /PARCEL 2 • • MIBIT A CONTNUED • or less to the centerline of Howell Creek; thence run Southerly along the centerline of Howell Creek for a distance of 1050 feet more or less to the Northerly Right -of -Way line of Lake Charm Branch of the Seaboard Coastline Railroad; thence run N 88 055'08" E along said Right -of -Way line for a distance of 3153 feet more or less to the POINT: OF BEGINNING. ' s 1 PaaP 7 of 11 "'JSCJ .LA P).RCEL 1 S /P)%RCCL 3 • EXHIBIT A CONTINUED DESCRIPTION: That part of the MAP OF THE PHILLIP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County, Florida, being described as follows: Commence at the Southeast corner of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 °24'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 °34'57" W along said Northerly Right- of•Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet, thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of :tangency; thence run S 88 °55'08" W along said Northerly Right -of -Way line for a distance of 178.11 feet to the Westerly Right -of -Way line of Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of- Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly having a radius of 540.00 feet; thence run Northeasterly along the are of said curve and said Westerly Right -of -Vijay line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing of N 71 °54'55" E; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 14 °5722" for a distance of .185.33 feet; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along a non - radial line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 2250.00 feet to the POINT OF BEGINNING; thence run N 00 °07'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 °07'21" E for a distance of 190.00 feet; thence run N 89 °52'39" W for a distance of 311.14 feet; thence run N 00 °07'21" E for a distance of 210.00 feet to the South Right - of-Wiy line of State Road No. 434 (60' R/NV); thence run N 89 °52'39" W along said South Right -of -Way line for a distance of 522.20 feet; thence run S 89 °32'14" W along said South Right -of -Way line for a distance of 850 feet more or less to the centerline of with Howell Creek; thence run Page 8 of 11 TUSCAIV PARCEL 15 /PARCEL 3 EXHIBIT A CONTINUM Southerly along the centerline of Howell Creek for a distance of 950 feet more or less to a point in said centerline of Howell Creek lying N 89 °52'39" W a distance of 1425 feet more or less from the POINT OF BEGINNING; thence run S 89 °52'39" E for a distance of 1425 feet more or less to the POINT OF BEGINNING. Containing 25.2 acres more or less and being subject to any right -of -way, restrictions and easements of record. . y. I Page 9 of 11 US ILLA PARCEL I5 /PXRCEL < • EXHIBIT A CONTINUED DESCRIPTION: That part of the MAP OF THE PHILUP R. YONGE GRANT, as recorded in Plat Book 1, Pages 35 through 38 of the Public Records of Seminole County, Florida, being described as follows: Commence at the Southeast comer of Section 8, Township 21 South, Range 31 East, Seminole County, Florida, thence run S 00 024'55" E along the East line of the Northeast 1/4 of said Section 8 for a distance of 205.56 feet to the Northerly Right -of -Way line of the Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W); thence run N 54 034'57" W along said Northerly Right-of-Way line for a distance of 293.14 feet to a point on a curve concave Southwesterly having a radius of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 24 °44'10" for a distance of 845.83 feet to the point of tangency; thence run N 79 °18'14" W along said Northerly Right -of -Way line for a distance of 691.26 feet to the point of curvature of a curve concave Southwesterly having a radius of 2612.09 feet; thence run Northwesterly along the arc of said curve and said Northerly Right -of -Way line through a central angle of 11 °46'38" for a distance of 536.92 feet to the point of v tangency; thence run S 88 °55'08" W along said Northerly Right -of -Way line for a distance of 178.11 feet to the Westerly Right -of -Way line of Proposed Vistawilla Drive; thence run N 10 °23'19" E along said Westerly Right -of -Way line for a distance of 16.23 feet to the point of curvature of a curve concave Southeasterly Navin; a radius of 540.00 feet; thence run Northeasterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 69 °00'18" for a distance of 650.36 feet to the point of reverse curvature of a curve concave Northwesterly having a radius of 710.00 feet and a chord bearing, of N 71 °54'55" E; thence run Northeasterly along the are of said curve and said Westerly Right -of -Way line through a central angle of 14 °57'22" for a distance of 185.33 feet; thence leaving said Westerly Right -of -Way line run N 30 °22'39" W along a non - radial line for a distance of 356.04 feet; thence run N 89 °52'39" W for a distance of 2250.00 feet; thence run N 00 °07'21" E for a distance of 100.00 feet; thence run N 47 °03'59" E for a distance of 292.95 feet; thence run N 00 o 07 21 E for a distance of 190.00 feet to the POINT OF . BEGINNING; thence continue N 00 °07'21" E for a distance of 210.00 feet; thence run N 89 °52'39" W along the South Right -of -Way line of State Road 434 (60' R/W) for a distance of 311.14 feet; thence run S 00 °07'21" W for a distance of 210.00 feet; thence run S 89 °52'39" E for a distance of 311.14 feet to the POINT OF BEGINNING. Page 10 of 11 EXHIBIT A CONTINUED Vistawilla Drive and Retention Area ULScrclrrlm That part of ffie MAP OF THT- PHU -J-JP R. YONGI✓ GRANT, as rccorued in Plat Book 1, Pacts 35 through 38 of the Public Records of Se dnole County and that par t of Section 5, Township 21 South, Range 31 East, Seminole County, l= lorid;t, described as follows: Convneace at the Northeast comer of Section R. Towntbip 21 South, Rvrge 31 East, Seminole County, Florida, thence run S 00°24'55" E along the East line of the Northeast 1/4 of said Secdbn 8 for a dist.ruuce of 20S-% feet to the Northerly Right -of -Way, lino of the L.0 ;e Chann Branch of the Seaboard Coast Line Railroad (100' R/W); thence full N 54.34'57" W along said Northerly Right -of -Way line for a distance of 293.14 feet to a potot on a 1100 - tangent curve concave Southwesterly having a radius-of 1959.19 feet and a chord bearing of N 66 °56'09" W; thence nun Northwesterly along the arc of said curve and said Northerly Right- of-Way, line through a central angle of 24 4410 for Wdistaocc of 845.83 feet to tine point of tangen6y; thence tun N 79 °18'14" W along said Nortberlx:Right -of -Way line for it distance of 691.26 feet to the point of curvature of a curve concave Southwesterly leaving a radius of 2612.09 feet; thence run Rorthwesterly. along the arc oT- Wd;curve and said Northerly Right -of -Way )ins through a ceuirW angle of 110 4638" for a distance of 536.92 feet to the point of tangency; thence run S 83 055'03" W along said Northerly Right -of -Way line for a distance gr 96.43 feet to the POINT OF BEGINNING; thence pontinue S 88 055'08" W along said Nortberly-Right -of -Way line for a distance df S1.63 feet; thence nun N 10 °2319" E for a distance of 16.23 feet to tine pout of curvature of a curve concave SoutbeWcrly having it radius of 540.00 feet; thence run Northeasterly along the arc of said curve through a antral angle of 02 037'17" for a distance of 24.71 feet, run S 88 °55'08" W along a non-radial- line for a distance of 190.00 feat; dunce nun N 54 °3537" W for a distance of 329.61 feet; thence run N 15 °0935" E for a distance of 65.02 feet; dienee - run S 77 °05'06" E for a distance of 390.41, feet; drence run S 54 °41`21" E for it distance of 114.37 feet to a point oa a 110n- (wSeat awe coucavo Southeasterly having a radius of 540.00 feet and a chord beating of N 51°37'16" E; thence run Northeasterly along the arc of said curve through a central angle of 55°3241" for a distance of 523.50 feet to the point of reverse ctuvatum of a curve concave Northwesterly having a radius of 710.00 feet; tbeoce run Northeasterly along arc of said curve through a central angle of 78 05558" for a distance of 978.12 feet to point, thence tun N 05 115'00" W along a nou- tangent line for a distance of 10050 feet; thence run N 00°2738" E for a distance of 214.99 feet to the point of curvature of a curve concave Southwesterly Navine a radios of 25.00 feet; thence run Northwesterly along the arc of said curve through a curtral angle of 90 100'00" for a distance of 39.27 feet to the pbint of tangency; thence run N 89 032'22" W along a line lying 25.00 fact South of (when Measuied at. 'right angles) and parallel with tlue South Might -of -Way line of State Road 434 • (60' R/W) for a distance of 395.00 feet; tbeuoe run N 0017'38" 1; for distance of 25.00 feet to said South Right- of•Way 11w .4 thence curt S 89 °3222" E along said Soutii Right -of -Way line for a distance of 949.53 feet; thence nun S 00627138" W for a distance of 25.00 feet; thence run N 89 °32'22" W along a aloe lying 25.00 feet South of (wben measured at right angles) and parallel with said South Right -of -Way line of State Road 434 . (for a distance of 404-53 feet to the point of curvature of a curve concave Southeasterly having a radius of 25.00 feet; thence M Southwesterly along. aIc of said curve through a central angle of 90'00'00" for a distance of 39.27 Page 11 of 12 T EXHIBIT A CONTINUED Continuation of Vistawilla Drive and Retention Area legal feet to tie point of tangeocy tb uoc run S 00°2738" W for a distance of 214.99 feet, tbeoce teen S 06°10'16" W for a distance of 10050 Rct to a point on a nori- tanotut curve concave Notdlwwestetly luvia; a radius of 790.00 feet rod a ebord bwbi2 of S 39.55'38" W; theoce run Southwesterly along the arc of Bald curve throu:b 9 central tingle of 78.55 S8" for a distance of 108833 fat to the point of reverse cumWtc of curve concave Soutbeasterlyhaviog a radius of 460.00 feet; thence rat Southwesterly along Ire of acid crave duoub a central wgle of 69 000'18" for a distance of $54,01 feet to the POINT OF )BEG NMG. . Page 12 of 12 .� ��� - .�.... - - -r - +m r vc a a. • a ai • r-niv�.� vrz�.niIiy ro "r;K Ot .Ii';tiJi1 COW% atr*8WDED & VLRIFILi '► IEMINOLE COUNTY. FL / \ 36 1 5 5 4 1992 DEC 17 AN 8: 25 M 0 1mmus, winter Springs Development Joint Venture ("WS MI), f\) a Florida general partnership has executed a Developer Contract or Developer Agreement ( "Ayree3ment ") with the City of Winter springem Q° Florida ( "City")1 and N CD-n © :XF VXnZMj the Agreement creates certain rights with regard Up water and sewer capacity to be obtained from the City and also creates certain obligations with regard to the water and sewed M capacity; and ° C:) �C) WRMZAS, WSDJV desires that the City approve an assignment or- CO QC) eo (eighty) Equivalent Residential connections (Group I ERO's) to The Maylyn Development Corporation and WHBRI►s, the Assignee has agreed to assume the duties and obligations of WSDJV with regard to the 60 ERC's; and wasRRAs, the City is willing to approve such assignment provided that: 1. The Assignee aeeepto all the dutiea and obligations attaching to the 90 ERC' 8 including the obligation to provide a Bond to the extent of the interests transferred in the event that the connections are not on line as described in the Developer Agreement and the Bond. 2. The Assignee certifies that it has paid no more than the Assignor's cost basis (as paid to the City) In the water and server capacity being transferred and hereby acknowledges that the City _1111ep�allow the sale of such capacity for more than actual Cost. 3a The Assignec acknowledges having reviewed a copy of the Developer Agreement dated the 26th day of April, 1990 between WSDJV and the City and the attached Bond and as to the e0 ERC's being acquired does hereby asouino all the responsibilities and obligations contained in and associated with those documents (including but not limited to bile obligation for the Dond for said 80 ERC's transferred to Assignee). 4. The Assignee acknowledges the City's right to enforce the Developer Agreement and the Bond requirements as to these e0 ERC's against the Assignee as if it were an original signator or obligor on those instruments. 5. The Assignee acknowledges that the City is merely approving the assignment or transfer. The City is not a guarantor of ownership or title as to Via capacity if a dispute should arise. The City does not permi encumbering of capacity but it does not guarantee title as to third -party claims. 6. The ?assignee warrants that it has the authority to maxa the representations contained herein and that such representations are true and accurate. T8E EAYLYN D89BLOPXXMT CORPORATION 8 Title:�<.��P.rv� Date • Alalewt,4, coo Cn CJ rn N o'T BTATB OF FLORID 3 0n 000MTY or A They Xorego ncj instrument was acknowled ad for�a�a this � day o! ✓ /y1 1992 by .Al�/�ES iA•� P�E�IODL THE HA YN rn Dr"Lo� ION, a Corporation on behal of=) o0 the corporation. HeoqWis —personally known to me 3>= and Aid /did not take—a= nc:) oan. U1 JOHN C. REBER Ny ComTnissian Aires: Notary Public, State of Florida OFFICIAL SEAL Per nown or My Comm. expires Aug. 16, 1994 Produced dentification Comm. No. 00030992 Type of Identification produced The Assignment is approved by the city of Winter springs, Florida based upon the representations contained herein and the axe q tot ,go!" the Assignment and Assum 'on Agree a t. ffi n CITY O INTER 8P Gap FL RIDA r ; �fS ......... . mow•,,. &VA.,,� By. ( '.�) Title: z ' o Date O�va ' �e STATE OF FLORIDA - Z• vamo O��' ......• ' S��` COUNTY OF SEMINOLE ti d, •, ,,. .•� ©4 f ������ "��«,.•`• The foregoing instrument was acknowledged. J,me.k4jer'25th day of November, 1992 by Richard Rozansky, C y nager of the City of Winter Springs, Florida, who is personally known to me and did not take an oath. This instrument was prepared by: Lisa Miskinis WSDVJ 1301 Winter Springs Blvd. Winter Springs, FL 32708 %%IILKJ � J�ZI�%�hLJ Mary T. Norton, Notary Public INOT RY PUBLIC; STATE OF FLORIDA AT LAWN IMY COMMISSION EXPIRES APRIL 04. 1"S EbNDED THRU AGENT'S NOTARY BROKERAGE Commission No. CC090706 522 Assignment and Assumption Agreement T IS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated Z6 1992, b y and between Winter Springs Develo me _n 0 0 Joint Venture, a Florida general partnership ( "Assignor ") , and The rV o- Haylyn Development Corporation, a Florida corporatio C) ( "Assignee "). WHEREAS, Assignor and Assignee entered into that certa�,q Purchase and Sale Agreement ( "Agreement ") dated /�buem &K 2-5 g O � 1992 for the sale and purchase of certain "Property ", consisting of C:) certain "Property" (as more particularly described in Exhibit N6. CO Wit° 1) and the Outstanding Contracts as said terms are defined in the Cr, Agreement; WHEREAS, Assignor desires to quitclaim unto Assignee all of Assignor's right, title and interest in and to eighty (80) Equivalent Residential Connections (Group I ERC); and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the eighty (80) Group I ERC. WHEREAS, Assignor has certain rights and obligations under a Contract with the City of Winter Springs, Florida, as set forth in Exhibit "F" to the Agreement (hereinafter "Developer Contract "). NOW, THEREFORE, in accordance with the Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby quitclaim unto Assignee all of the Assignor's right, title and interest in and to the following property to the extent the same is transferable by Assignor` (collectively "Eighty (80) Group I ERC" or "Eighty (80) Group I ERC's"): The Eighty (80) Group I ERC set forth in Exhibit "A" hereto. 2. THE EIGHTY (80) GROUP I ERC'S ARE BEING QUITCLAIMED "AS IS" "WHERE IS ", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED CONCERNING THE EIGHTY (80) GROUP I ERC'S OR ASSIGNOR'S TITLE THERETO OR RIGHT TO TRANSFER SAID EIGHTY (80) GROUP I ERC'S. ASSIGNEE IS HEREBY THUS ACQUIRING THE EIGHTY (80) GROUP I ERC'S BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE EIGHTY (80) GROUP I ERC'S AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. 3. Assignee hereby accepts the foregoing assignment of the Eighty (80) Group I ERC's and hereby assumes all duties and 61 W rn CA tn c.n co N D rn r CD n� cn obligations of Assignor with respect to (a) the Eighty (80) Group I ERC's; and (b) all obligations of Assignor under the Developer Contract with regard to the Eighty (80) Group I ERC being assigned herein. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against incurred by Assignor in connection with (a) any acts or omission with respect to the Eighty (80) Group I ERC's; (b) this Assignment and Assumption Agreement including any claims which Assignee m' have against Assignor due to the assignment contemplated hereifi, (d) any claims made by Continental Casualty Company, any other bo@ company referred to in the Developer Contract or the City of Wint4 Springs with respect to the Eighty (80) Group I ERC's beiV9 assigned herein against Assignor or Assignee; and (e) ail obligations of Assignor under the Developer Contract with regard to the Eighty (80) Group I ERC being assigned herein. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not and including any claim due to the invalidity of any of the assignments referred to herein. The indemnification provided for in this paragraph 3 shall survive the reversion of title to the Assignor referred to in paragraph 4 hereof and said indemnification shall continue to be in full force and effect with regard to those Group I ERC which have reverted back to the Assignor in accordance with paragraph 4 hereof. 4. In the event that Assignee fails to comply with any obligations, responsibilities or duties of Assignor under the Developer Contract with regard to any of the Eighty (80) Group I ERC's including but not limited to the obligations of Assignor pursuant to paragraphs 2.1 and 2.2 of the Developer Contract (the "Obligations ") then, at Assignor's sole option, title to those Eighty (80) Group I ERC's assigned herein to which Assignee has not complied with or satisfied its Obligations (the "Reconveyed ERC's) shall revert from Assignee to Assignor without the necessity of any further documentation or action from either Assignee or Assignor. Assignee agrees to execute within five (5) days from the date it is advised by Assignor of Assignee's failure to comply with the Obligations any documentation required by Assignor to effectuate the above stated reversion of title of the Reconveyed ERC's to the Assignor. In the event Assignee fails to execute the required documentation, Assignee hereby appoints Assignor or Assignor's successors or assigns as its attorney -in -fact to execute any and all required documentation necessary to effectuate the reversion of title to the Reconveyed ERC's to the Assignor. 5. It is hereby agreed and understood that by the foregoing assignment Assignor shall not be precluded from entering and shall have the right to enter into any amendment or modification of the Developer Contract with the City of Winter Springs which the Assignor deems appropriate in it's sole discretion. 6. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law 62 v (-n ca a r e� n C D CO -� rn to principles, federal law. • 0 except to the extent such laws are superseded by 7. Assignor and Assignee hereby acknowledge that the Eighty 80 Group I ERC's are being transferred at an amount not in excess�v of market value. cn rA IN WITNESS ha been signed above written. WHEREOF, this Assignment and delivered by th e parties Signed, sealed and delivered in the presence of: M-1 a � i:� l l Witness -,4 CDC) o-n CD-n �n D r rn Cl) M m°v) Name: Title: All .. p. Name: _ Title: 117-A •�,,, ����''````•` By: Humboldt Financial Services Corp. �' General Partner By: �_'� Name : 1,/1 U. M / J lGInl L S- Title: W c, BY: ld Y mac/ Name: S�ay ,y 1-d A/ _/LAP Title: .2L,.('IT74r2T Lc. zTkp!1 ASSIGNEE: w r' THE HAYLYN DEVELOPMENT C R%i6h AT I :Ol , a Florida corporation ry By Name: Title: _ Prex i dprla =� ' a i 63 3 ry n and Assumption Agreemet as of the date fifat rn ASSIGNOR: o O -,� O r' co WINTER SPRINGS DEVELOPMENT CO JOINT VENTURE, a Florida general partnership By: Home Capital Corporation, a California corporation d /b /a Home Capital Development Group, Ge pral Partner 4. WHEREOF, this Assignment and delivered by th e parties Signed, sealed and delivered in the presence of: M-1 a � i:� l l Witness -,4 CDC) o-n CD-n �n D r rn Cl) M m°v) Name: Title: All .. p. Name: _ Title: 117-A •�,,, ����''````•` By: Humboldt Financial Services Corp. �' General Partner By: �_'� Name : 1,/1 U. M / J lGInl L S- Title: W c, BY: ld Y mac/ Name: S�ay ,y 1-d A/ _/LAP Title: .2L,.('IT74r2T Lc. zTkp!1 ASSIGNEE: w r' THE HAYLYN DEVELOPMENT C R%i6h AT I :Ol , a Florida corporation ry By Name: Title: _ Prex i dprla =� ' a i 63 The undersigned hereby consents and agrees=° h,b�, above s x assignment. CITY OF NTER &P S.... w4f�2 DA MUNICIP L CORP QR N,��O a �' a By: NV CJ-_i W • e s • City Mana w a�zi M �.• M Witness: Dated: OO DQ 70 r CO MC3 • %.O MN- This Instrument was prepared by: Lisa Miskinis WSDJV 1301 Winter Springs Boulevard Winter Springs, FL 37208 64 0 EXHIBIT 11111 Legal Description 65 • ry cn .fl MC) C=)-Tl mr1J 6-n �E CD 'C-) C) > f- m C*) m C> C) C•) -OC) C:) >:;u %.0 G->C) C) mw C LEGAL DESCRIPTION UNIT I: LOT # 16, 17, 21, 22, 29, 30, 31, 32, 33, 39, 40, 41, 44, 54 LEGAL DESCRIPTION UNIT III: Plat Book 43, Pages 53 -54, as recorded in the public records of Seminole County, Florida. 149, 150, 151, 152, 153, 154, 155, 156, 157, 158, 159, 160, 161, 162, 169, 174, 175, 177, 179, 185, 186, 188, 189, 190, 192. LEGAL DESCRIPTION UNIT IV: 202 through 239 (inclusive), 243, 247, 250 Plat Book 43, Pages 55 and 56, as recorded in the public records in Seminole County, Florida. t tiJ N c-n W O r '� EXHIBIT iV 6-n � Q v r � M � 0 0 Plat Book 40, Pages 14 -17, as recorded in the ' o -0C) public records of Seminole County, Florida. 1' rnu°, 16, 17, 21, 22, 29, 30, 31, 32, 33, 39, 40, 41, 44, 54 LEGAL DESCRIPTION UNIT III: Plat Book 43, Pages 53 -54, as recorded in the public records of Seminole County, Florida. 149, 150, 151, 152, 153, 154, 155, 156, 157, 158, 159, 160, 161, 162, 169, 174, 175, 177, 179, 185, 186, 188, 189, 190, 192. LEGAL DESCRIPTION UNIT IV: 202 through 239 (inclusive), 243, 247, 250 Plat Book 43, Pages 55 and 56, as recorded in the public records in Seminole County, Florida. i EXHIBIT "All The Eighty (80) Group I ERC 66 iNv cn r-n ao 0 N c5-n C) 0 r r m :0 o C7 � -,� C:) N MU) EXHIBIT G-2 GROUP I ERC•S GLEN EAGLE LOT WATER SEWER NUMBERS ERC S ERC 0 16 66 66 17 69 67 21 70 68 22 71 69 29 72 70 30 73 71 31 74 72 32 75 73 33 76 74 39 77 75 40 78 76 41 79 77 44 80 78 54 81 79 149 82 80 150 83 81 151 84 82 152 85 83 153 86 84 154 87 85 155 88 86 156 89 87 157 90 88 158 91 89 159 92 90 160 93 91 161 94 92 162 95 93 169 96 94 174 97 95 175 98 96 177 99 97 179 100 98 185 101 99 186 102 100 188 103 101 189 104 102 190 105 103 192 106 104 202 107 105 203 108 106 204 109 107 205 110 108 206 111 109 207 112 110 208 113 111 209 114 112 210 115 113 211 116 114 212 117 115 213 118 116 214 119 117 215 120 118 216 121 119 217 172 120 218 123 121 219 124 122 220 125 123 221 126 124 222 127 125 223 128 126 224 129 127 225 130 128 226 131 129 227 132 130 228 133 131 229 134 132 230 135 133 231 136 134 232 137 135 233 138 136 234 139 137 235 140 138 236 141 139 237 142 140 238 143 141 239 144 142 243 145 143 247 146 144 250 147 145 Total Lots 80 NOTE: LOTS 30,158, AND 186 ARE UNDER CONTRACT 67 • W 'Jl w c) rn PO a-n 3 - C) Q > t— r rn a7 O © -0c:) 0 �;-= f? ASSIGNMENT OF AGREEMENT (WATER AND SEWER CAPACITY) FOR AND IN CONSIDERATION of the sum of TEN AND N01100 DOLLARS ($10.00) and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership, with an address of 1301 Winter Springs Boulevard, Winter Springs, Florida 32708 (hereinafter referred to as "Assignor "), does hereby transfer, set over, assign and convey into GEORGE WIMPEY OF FLORIDA, INC., a Florida corporation, with an address of 201 North New York Avenue, Suite 300, Winter Park, Florida 32789 (hereinafter referred to as "Assignee', all of Assignor's rights and privileges under that certain Developer Agreement dated April 26, 1990 between Assignor, therein referred to as 'Developer", and the CITY OF WINTER SPRINGS therein referred to as "City", with respect to the provision of water and sewer services related to a parcel of land lying and being situated in Seminole County, Florida, more particularly now described as Lots 1 -70 DAVENPORT GLEN, according to the Plat thereof recorded in Plat Book 45, Page 18, Public Records of Seminole County, Florida, together with all rights, powers and privileges in as full a manner as Assignor is authorized to exercise them. Assignor hereby warrants and represents to Assignee that by this Assignment, it has transferred to Assignee an allocation of Seventy (70) Equivalent Residential Connections (ERC's) of sewer capacity and Seventy (70) ERC's of water capacity which is available and sufficient to service said Lots 1 -70 of said DAVENPORT GLEN. This Assignment shall be binding upon Assignor and its successors and assigns, and shall insure to the benefit of Assignee and its successors and assigns. The parties hereto acknowledge and agree that in the event Assignee is in default under that certain Option Agreement for Purchase and Sale dated February 20, 1992, as amended, between Assignor, as Seller, and Assignee, as Purchaser, then all assignments for water and sewer capacity made herein and all rights and privileges under said Developer Agreement shall automatically revert to Assignor, except that such assignments of water and sewer capacity made to Assignee for Lots then owned by Assignee shall not automatically revert back to Assignor and shall remain assigned to Assignee as provided herein. The parties hereto further acknowledge and agree that no connections to the City of Winter Springs water and sewer system shall be applied for or made unless or until Assignee has been conveyed the applicable Lot or Lots by Assignor. This Assignment may be executed and recorded in counterparts. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment in their names in manner and form sufficient to bind them as of the 23rd day of April, 1992. Signed, sealed and delivered in the presence of: ASSIGNOR: WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership By: HUMBOLDT FINANCIAL SERVICES, INC., a California corporation, General Partner By -e— Nay:' am Gf Title:— • ov- 41� ' �� Printed Name: % -e i!/� 4/15/92 331 /c /g- wimpey /win- sprin.asn 0 Y� Name: Title:_ 14A-- �6 (CORPORATE SEAL) Date of Execution: q-/6 6 a By: HOME CAPITAL CORPORATION, a California corporation, General Partner By; IL�zz . Name: 4/ - C-- -9 ri " Title• r y P By: �_ Name• �1 Title: • L U 2 (CORPORATE SEAL) Date of Execution:_ Ll—/ 6 --�- D— ASSIGNEE: GEORGE WIMPEY OF FLORIDA, a Florida corporation By: Name: �Giio o�.r�G Title: (CORPORATE SEAL) Date of Execution: -/' 2 O r 7 X- 0 • CONSENT TO AND NOTICE OF ASSIGNMENT The undersigned, being the utility under the Developer Agreement hereinabove described, does hereby acknowledge notice and knowledge of the within and foregoing Assignment of Agreement (Water and Sewer Capacity) to GEORGE WIMPEY OF FLORIDA, INC. sufficient to develop said Lots 1 -70 of DAVENPORT GLEN and does hereby consent to the foregoing Assignment. n Signed, Sealed and Delivered in the Presence of: Printed Name: ,L a , Pnnted Name: A0 -i A-)o A. r Cr By: `' Printed Name: tul City Manager ' Date: (OFFICIAL SEAL) STATE OF + COUNTY OF U The foregoing instru ent was acknowledged be�fQr me this LA day of r r 992, by r vc-e- as - V1 . and by W, ; a as Humboldt Financial Services, Inc., a California corporation, which corporation is a partner of Winter Springs Development Joint Venture, a Florida general partnership. They are personally known to me (AFFIX NOTARIAL SEAL) STATE OF 1 C"— COUNTY OF Printed Name: 1'1 C� NOTARY PUBLIC My Commission Expires: The foregoing ins ent was ackn wledged before a this da of 1992, b i as v and by , as of Home Capital Corporation, a California corporation, which corporation is a partner of Winter Springs Development Joint Venture, a Florida general partnership. They are personally known to me. as i e Alai not take (AFFIX NOTARIAL SEAL) Ki Printed Name: �'-- NOTARY PUBLIC My Commission Expires: • STATE OF FLORIDA COUNTY OF 'DR Ak)(r i The le mg instrument was acknowledged before me this _j .L day of i i , 1992, by % AA 0 l3 0 w ( 'ts , as U c _e Pr es $ vices of George Wimpey of Florida, a Florida corporation. He or she is personally known to me or has produced IV IA as identification and did not take an oath. (AFFIX NOTARIAL SEAL) STATE OF FLORIDA COUNTY OF SEMINOLE rARY PUBLIC Commission Expires: The foregoing instrument was acknowledged before me this 23rd day of APRIL , 1992, by RICHARD Rummy , as the City Manager of the City of Winters Springs, Florida. He is personally known to me er- hftjwodoee& A41A fts idendficatitm and did not take an oath. (AFFIX NOTARIAL SEAL) 4/15/92 331 /c /g -wmpey /win- sprin.asn 4 Printed Name: MARY T. NORTON NOTARY PUBLIC My Commission Expires: NOTARY PUBLIC$ STATE 4" PLORIDA AT t#d M MY FOND D COMMISSION AGENT'S NOTARY BROKERAGE 04/21/92 10:02 2ZN0 FIRST NATIONAL BUILDING TEIF3')I0NE (313) 8X6-" 0 FAX (313) 962 -0116 MICHIGAN NATMALIOWER 3=14M LANMM- NE380AN 48933 TF.LEFH0NE (517) 4PA4= FAIL•(517)49&tb* 1AKEVIEW AVF_N()E surm 300 WEW PALM BEACH. FLORIDA 3MI -6112 TELEPHONE (407) 8383300 FAX (407) R3'. -3036 HMS &(; LAW OFFICES HONIGNAN. MILLER SCHWARTZ AND COHN 390 NORTH ORANGE AVENUE SUrM 1300. ORLANDO, FLORIDA 32801 TELEPHONB OM 648 -MM FAX MACHINE (4M 648 -1155 46 �aa1 01y MARB U PLACE XM H m SOUTH SEMARSOOUR OLANp BOULEVARD TAMPA. FLMUDA — TRLMteONg ()13) 22I- 00 FAX; pi13) X33010 3100 F=r DfrM PA'M IIANk FLVA low LOUSLO" HOUM NJEUS TM"I t TFI,EFH0KE (71.3) Z0.2MM FAX: (713) GM -114 e MCNFjL FLAM SUITE ZZ0 15260 VENMRA SOULEVARD SHERMAN OAKS. CALIFORNIA 91403 TELE190NE (813) I94-2ya0 FACSIMILE TRANSMITTAL COVER SHEET FAX W2172&"= PLEASE DELIVER THE FOLLOWING INFORMATION TO: DATE � 4 I �2 I .j. (.v - e. Name Con City FAX NC Verification Requested (Recipient Phone No.) ATTORNEY INITIALS t— ,4 1 At TOTAL NUMBER OF PAGES (including Cover Sheet) SPECIAL SENDING INSTRUCTIONS, FOR THE FAX DEPARTMENT IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE CALL FAX OPERATOR AS SOON AS POSSIBLE AT (4(M 64$.4300 FOR GENEILAL INFORMATION CALL (407) 6454.'300 TO TRANSMIT TO US CALL (407) 648 -IISS. YOUR CALL WELL BE ANSWERED BY AUTOMATIC MACHINE. TIM INFORMATION CONTAINED IN THIS FACISRAILE IS CONFIDENTIAL AND MAY ALSO BE SLW= TO THE ATTORNEY-CLIENT PRIVILEGE OR MAY CONSTITUTE P171VILEGED WORK PRODUCT The id —n2don is intended only far the use of the individual or entity to whom it is addf sscd. If you are not the hmmded incipient. or the ag at or employee respoesiNe to deliver it to the intended teapieat, you ate baeby nu lcd that any w- dinemination. distribution or copying of this onmmunieation is strictly prohibited- If you have received this faesia0e in error. please immediawly notify us by telephone, and mm the original memp to us at the address abovc via the U.S. Postal Service. Thank you. TRANSMITTED BY TIME SENT a.m. P -m_ RECEIVED BY TIME COWL= TOTAL NUMBER OF (`AI I S TIME VERIFIED TDAES ATTEMFrED WHEN BUSY 1_ _ 2 3 COMMENTS- Faxm23 -A 71INI 04 -22 -92 10:15 AM PO1 04/21/92 10:02 soon a CLAM: Dna= L (ra? Cam Azzu rsr Jaasa L G1 Y Tara DL litlWcan Fk=Z= s W- 3mum L ams Fps L. Pam vhzl&k V. POCZ. e JAXW JL PaeiT HOUS"S $ ftarr 6207F=Y n HMS & C GuAmm C;Lmm, PoxL 8c jowRs AtToaxzra AT rax im loam Vxw Yom Avzm= Pcd= Orascs DRAwaa is n WnITER PAR , FY.oainj 02700 Ap& 21, 1992 Tbown F. Lang 13oaigman, lNMer, Schwartz & Cohn 390 North Grange Avenue, Suite 1300 Orlando, Florida 32801 Re: Winter Springs Development Joint Venture Asgonment of Water and Sewer/ Cgmciity to George'9V'�.mpay of Horlda (Aavenpa t Glen) Dear Tom: Tmwz=z (407) 647-"W T*!=,= (400 740 -796:3 Via Fax Only to S4S -115 Budosed please End a proposed supplemental letter from George Wimpey of Florida, b4 '.to the aty of Winter Sprigp which F oust sages your concerns as to the assignment doc=ent. Please let me know your c=m in time for Ckarge Wimpey of Florida to execute such a letter prior to the CIosicS scheduled for April 23, 1992. GDW /ps E dowre cc: Richard Bowles Sincerely, W , * RX -, NA,- s WICI SSTT@Ps a1 I- god °xa -p' wow €9:6e 2r56z --z-zdd 04 -22 -92 10:15 AM P02 Z002 04/21/92 10:03 H M S & C T EiTEREPAD STATIONARY U April -, 1992 City of Wmter Springs A= Mr. Kip Lo&mff Director of Utilities 1 North Fairfax Avenue Winter Springs, Florida 32708 Re: Asq mnent of Water and Sewer Capacity for Davenport Glen Dear Mr. Lock George W mpey of Florida, 1ae,, the Assignee under that certain Ass*=nt of Agreement (Water and Sewer Capacity) dated Apn1 X3 LOA and exmted in countegm= by Winter Spry Development Joint Venture, as Assigner, and George Ropey of Florida, 1., hereby further certifies to the City of Winter Spnnp ftt: a. George Wimpey of Florida admowiedges that the Assignment of Equivalent Residevtiel Connections (ERCs) for water and for sewer under said AWgnwm3t of Agreement (Water and Sewer) dated Apra A 1992, is subject to *P, terms and condftiions of that c er= DevekTar Agreement dated Apnl 2$, 1990 b&"w=D Winter Span iDevelopment Joint Veutute aid the City of Winter Springs. b. The option Agreement for Purebass and Sale dated February A 1492 between Winter Springs MvelopmOnt Joust Venture, as Seiler, and George Wimpey of F'Iiorida, 1W, as Purchaser, which is referenesd in said Assignment of Agreement (Waxer and Seater) dated Apr. 23, 1992, requires said Seller to RWP to said Pvrchmw seater and water capaity reseavad= necemmy for Pnxcbaser to obtain a. building permit for a residence an ea& lot purchased, at a cast to Pmvbaser (paid to Seller) determined by the Qx t rate charged therefore (Le. at the tune of such lot closing) by the LIty of Winter Springs, without any additiOnAl cost Or premn= Sincerely, I-L Ricbard Bowles Vice President George Wirnpey of Florida, Ina. ter. 1 ■ ^c. ■ - ■. :, � - =a ■'- i -. � -- - -" 04 -22 -92 10:15 AM P03 Z 003 • • George Wimpey of Florida, Inc. Developer of GWF Communities • Builder of Morrison Homes April 21, 1992 City of Winter Springs Attn: Mr. Kip Lockcuff Director of Utilities 1 North Fairfax Avenue Winter Springs, FL 32708 Re: Assignment of Water and Sewer Capacity for Davenport Glen Dear Mr. Lockcuff: George Wimpey of Florida, Inc. the Assignee under that certain Assignment of Agreement (Water and Sewer Capacity) dated April 23, 1992, and executed in counterparts by Winter Springs Development Joint Venture, as Assignor, and George Wimpey of Florida, Inc., hereby further certifies to the City of Winter Springs that: a. George Wimpey of Florida acknowledges that the Assignment of Equivalent Residential Connections (ERC's) for water and for sewer under said Assignment of Agreement (Water and Sewer) dated April 23, 1992, is subject to the terms and conditions of that certain Developer Agreement dated April 26, 1990 between Winter Springs Development Joint Venture and the City of Winter Springs. b. The Option Agreement for Purchase and Sale dated February 20, 1992 between Winter Springs Development Joint Venture, as Seller, and George Wimpey of Florida, Inc., as Purchaser, which is referenced in said Assignment of Agreement (Water and Sewer) dated April 23, 1992, requires said Seller to assign to said Purchaser sewer and water capacity reservations necessary for Purchaser to obtain a building permit for a residence on each lot purchased, at a cost to Purchaser (paid to Seller) determined by the current rate charged therefore (i.e. at the time of such lot closing) by the City of Winter Springs, without any additional cost or premium. Sincerely, H. Richard Bowles Vice President George Wimpey of Florida, Inc. 201 North New York Avenue • Suite 200 • Winter Park, FL 32789 -3163 407.628.1882 • Fax 407.628.2838 r 0 6 CITY OF WINTER SPRINGS, FLORIDA Mr. H. Richard Bowles Vice President George Wimpey of Florida, Inc. 201 North New York Avenue Suite 200 Winter Park, FL 32789 -3163 Dear Mr. Bowles: Enclosed please Capacity) which and notarized. Enc. 1126 EAST STATE ROAD 434 WINTER SPRINGS, FLORIDA 32708 Telephone (407) 327 -1800 April 23, 1992 find two Assignment of Agreements(Water and Sewer have been signed by City Manager Richard Rozansky Yours very truly, CITY OF WINTER SPRINGS Mary T. Norton, City Clerk 0 0 ADDENDUM TO DEVELOPER AGREEMENT This Addendum to Developer Agreement is made and entered into this 17t► day of 1993, by and between WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership (hereinafter the "Developer ") and the CITY OF WINTER SPRINGS, a Florida municipal corporation (hereinafter the "City "). W I T N E S S E T H: WHEREAS, Developer and the City entered into that certain Developer Agreement dated April 26, 1990 (the "Agreement ") setting forth the terms and provisions for the reservation of water and sewer capacity for the Property owned by the Developer from the City's central water and sewer systems; and WHEREAS, pursuant to the provisions of Section 2 of the Agreement, the Developer has the right to provide a substitute Surety Bond (or rider to the existing Surety Bond) for an amount required for the number of Guaranteed ERC's as determined on the Calculation Dates of April 20, 1991, 1992, 1993 and 1994; and WHEREAS, Developer and the City are desirous of identifying the number of Guaranteed ERC's existing under the Agreement as of April 20, 1993, and adjusting the amount required to be included in the Surety Bond. NOW, THEREFORE, Developer and the City hereby covenant and agree as follows: 1. The terms used in this Addendum shall have the meanings set forth originally in the Agreement. 2. The Guaranteed ERC's remaining under the Agreement as of April 20, 1993, are 479 water ERC's and 487.5 sewer ERC's, constituting an average of 483.25 ERC's. The Guaranteed Revenue Amount under the terms of the Agreement as of April 20, 1993, is the sum of $414,348.22 (483.25 ERC's x $857.42). 3. The Developer shall have the right to provide a substitute Surety Bond in the amount of $414,348.22 or, in lieu thereof, a rider reducing the amount of the existing bond to $414,348.22. Any substituted Surety Bond must be identical to the Surety Bond initially provided to the City under the provisions of the Agreement. All costs of issuance and subsequent maintenance of the Surety Bond shall be borne by the Developer. Upon delivery to the City of an acceptable Surety Bond (or rider) in accordance with the foregoing, the original Surety Bond provided to the City under the Agreement shall be returned to Developer. 4. The City acknowledges that the Developer intends to assign Guaranteed ERC's during the term of the Agreement in connection with sales to third parties of lots and /or parcels included within the Property. The requirements to be complied with LJ 0 in connection with such assignments are set forth in Section 10 of the Agreement. Section 10 requires, among other things, that the third party Assignee sign a statement acknowledging that it has had an opportunity to review the Agreement and that it assumes all of the Developer's duties and obligations thereunder with respect to the lots or parcels it purchases. These duties and obligations include the posting of a surety bond in accordance with Section 2.2. However, if the assignment occurs after April 30, 1994, the Assignee must instead post substitute collateral in the form of either a cash deposit or letter of credit. At the time the Assignee posts the surety bond or the substitute collateral (i.e. cash or letter of credit), as the case may be, the Developer shall immediately have the right to reduce the amount of its Surety Bond or, if applicable, its Substitute Collateral, as those terms are defined in the Agreement. In the case of each assignment made by the Developer, the amount of the reduction it is entitled to shall correspond with the amount of the bond or cash or letter of credit, as the case may be, posted by the Assignee. In connection herewith, the Developer shall have the right to provide a substitute Surety Bond in a reduced amount or, in lieu thereof, a rider reducing the amount of the existing Surety Bond. Any substituted Surety Bond must be identical to the Surety Bond set forth in Exhibit "B" to the Agreement in all ways except amount. All costs of issuance and subsequent maintenance of the Surety Bond shall be borne by the Developer. In connection with the foregoing, the Developer shall be deemed to be released from the duties and obligations under the Agreement at such time that it no longer owns any of the Guaranteed ERC's and the Assignee(s) has posted the surety bond or the substitute collateral, as the case may be. 5. Except to the extent modified and clarified under this Addendum, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Developer and the City have executed or have caused this Agreement to be duly executed. Signed, sealed and d livered in ur prese e: Print Name: ,A r Print Name: -� WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership By: HOME CAPITAL CORPORATION, a Califo is corporation By! c.. Title: Print Name:- I-/S4 M, A41Sk /N /S Dated : 0 � /% 9 , /g3 11 CITY O W ER SPRI S, FLORIDA Attested to by: . 4 By: City Jerk ty er Da ed : —3a -13 STATE OF FLORIDA ) )SS COUNTY OF JtMk"N -E ) The for } going instrument was acknowledged before me this �� h day of �er- 1993 by LA SA M MISkiM-s as Vice Precu dtnf of Home Capital Corporation, a California Corporation, which corporation is a General Partner of Winter Springs Development Joint Venture, a Florida general partnership, on behalf of the partnership. He /She is personally known to me or has produced as identi ication and did not take an oath. Signaturd of ferson Taking Acknowledgment Print Name: S��Y 0-ecA2o NodryRIM Notary Public M Serial No. (if any) 1995 My Commission Expires: R: \REAL \052D \D -2243 Conklin Potter and Holmes �,q,/ t ENGINEERS, INC. WAY 12 19.4 1 ( — O 500 K FULTON STREET v POST OFFICE BOX 2808 SANFORD, FLORIDA 32772 -2808 l�a I���Z SP)ii� I TEL 407- 322 -8841 TEL 407.831 -5717 o� 'Jlll FAX M407- 330.0839 rITY MAIMEN May 4, 1992 Mr. Richard Rozansky City Manager City of Winter Springs 1126 East SR 434 Winter Springs, FL 32708 REF: WSDJV Developer Agreement Seminole Utilities Acquisition CPH Project No. W0403.02 Dear Mr. Rozansky: The Developer Agreement between Winter Springs Development Joint Venture (WSDJV) and the City of Winter Springs requires the consulting Engineer to certify to the City the number of water and sewer ERC's represented by revenue producing customers connected to the system. These are defined as Group I ERC's. The City maintains records which show the type of ERC connected to the system. For purposes of the calculations only Group I units /connections aie considered, a single family unit added to the system should be one ERC, a multi - family unit added to the system shall be 0.8 ERC and commercial, industrial and institutional ERC units added to the system are calculated on the basis of 500 GPD water and 300 GPD sewer. The date of the first determination was April 20, 1991. The Closing Agreement identified the number of water and sewer ERC's as of December 31, 1989 as 3926 water and 3549 sewer. The numbers shown after that are incorrect based on an investigation by the Utility Staff of Utility records and current City records. The City presented the recalculated numbers at the April 23, 1992 meeting. The parties in attendance were in agreement about these numbers. In addition, it was agreed that the numbers only reflect the ERC's of meters in the ground. They should not include any lots for which the connection fee was paid and, which do not have a unit connected. Attached, please find Tables 1 thru 4 which show a numerical recap of ERC calculations. The current Group I ERC's connected to the system are 4079 water and 3693.5 sewer. Group I ERC's remaining are 947 water and 955.5 sewer. There were 81 ERC's (29 are connected - 52 remaining) which were paid between April 23 and April 26, 1990, which are not covered by any developer's agreement, but for which the City has honored a commitment to serve. The City did not receive any revenue from the sale of these 81 connections. They were purchased by recycled paper 0 Conklin Porter and Holmes O ENGINEERS, INC. 500 W. FULTON STREET POST OFFICE BOX 2808 Mr. Richard Rozansky ELF; ,V2 -W; TEL - 83°5,,, W0403.02 - 05/08/92 FAX M4W330.0839 Page 2 individual builders prior to the final sale and are similar to Hooker Homes and Bel -Aire. The 52 remaining ERC's should be added to the total as Group 1 ERC's as they are connected, but should not be an obligation of WSDJV as long as WSDJV agrees that their number of Group I ERC's are reduced to the numbers shown in Table 3. The City should pursue collection of Guaranteed Revenues from these 52 ERC's in accordance with City Ordinance Section 19- 102(5) (copy attached). WSDJV is obligated to provide a bond for 895 water and 903.5. sewer ERC's /an average of 899.25 ERC's. This yields a bond value of $771,034.96 which does not include the 52 ERC's, as discussed above. If WSDJV does not agree with the ERC reduction, then the bond value should be $815,620.80. WSDJV has requested a reduction in their bond requirement for the 296 units of Hooker Homes and Bel -Aire. In actual numbers there are only 262 units remaining as 34 meters have been set. Page 3 of the Closing Agreement discusses this option: "In the event that the City is satisfied that the above - referenced Developers are contractually required to pay guaranteed revenue on a continuous basis of not less than 36 months, and that adequate security is posted for the benefit of the City in order to insure the payment of such guaranteed revenue, the City will reduce the amount of the surety bond required from the Winter Springs Joint Venture relative to the guaranteed ERC's in exact accordance with its reduction of the number of Group I ERC's available to the Winter Springs Joint Venture." We have not received any correspondence that would indicate that the above conditions have been satisfied and have therefore, not adjusted our calculations. Based on the method of using installed /connected meters and equivalents for commercial, industrial and institutional facilities, and the information provided by the Utility staff, we certify that there are 4079 water and 3693.5 sewer Group I ERC's connected to the system. Group II customers are not included in this calculation and are covered by the Futures Agreement. Sincerely, CONKLIN, PORTER & HOLMES - ENGINEERS, INC. 4TerryZ Zau , P.E., DEE Senior Vice President Attachments TMZ /jyw 0504LTR4. jyw recycled paper TABLE 1 Metered ERC's at Closing Date Revised Water Sewer Guaranteed ERC's * 5026 4649 December 31, 1989 * 3926 3549 ERC's added Dec. 31, 1989 76 69.5 to April 6, 1990 ERC's as of April 26, 1990 (Closing Date) 4002 3618.5 * Agrees with Closing Agreement TABLE 2 Metered ERC's Added Since Closing Revised Water Sewer April 26, 1990 4002 3618.5 Meters Set - Hooker 0 0 Meters Set - Bel -Aire 34 34 Meters Set - WSDJV 14 12 Meters Set - Unaccounted 29 29 Total Group I Metered ERC's 4/20/92 4079 3693.5 � t TABLE 3 Group One ERC Recap Revised Water Sewer Group I ERC's Needed 12/31/89 1100 1100 Less ERC's Connected 12/31/89 76 69.5 to 4/23/90 Less ERC's Hooker 196 196 Less ERC's Bel -Aire 100 100 Less ERC's Unacct'd 4/23/90 81 81 ** to 4/26/90 Revised Balance - WSDJV 647 653.5 * Agrees with Closing Agreement ** ERC Capacity sold by Seminole Utilities prior to closing. 1 = ' ERC Bond Obligation Recap Outstandina Obligation Water Sewer Revised Balance - WSDJB 647 653.5 Bel -Aire 100 100 Hooker Homes 196 196 Total ERC's 943 949.50 Meters Set 4/27/90 - 4/20/92 Hooker Homes 0 0 Bel -Aire 34 34 WSDJV 14 12 Obligation - Remaining ERC's 895 903.5 Developer Agreement Distribution List 1992 CITY OF WINTER SPRINGS c/o Mr. Richard Rozansky City Manager 1126 East S.R. 434 Winter Springs, FL 32708 HONIGMAN, MILLER, SCHWARTZ & COHN 390 N. Orange Ave. Suite 1300 Orlando, FL 32801 Frank Kruppenbacher, Esquire ROSE, SUNDSTROM & BENTLEY P. 0. Box 1567 Tallahassee, FL 32302 William E. Sundstrom, P.A., Esquire WINTER SPRINGS DEVELOPMENT JOINT VENTURES 1301 Winter Springs Blvd. Maitland, FL 32751 Lisa Miskinis, Authorized Agent BROAD & CASSEL Maitland Center 1051 Winderley Place Maitland, FL 32751 C. Ken Bishop, Esquire TgI AGREEMENT made and entered into this Lu* day of , 1990, by and between the WINTER SPRINGS DE'ELO �NT JOINT VENTURE, a Florida general partnership (hereinafter the "Developer "); and the CITY OF WINTER SPRINGS, a Florida municipal corporation (hereinafter the "City,')- W I T N E S S E T H WHEREAS, Developer owns or controls lands located in Seminole County, Florida, known as the Tuscawilla Planned Unit Development and more fully described in Exhibit "A ", attached hereto and made a part hereof, hereinafter referred to as the "Property" and Developer or its assigns intends to develop the Property by erecting thereon single - family residential, multi - family or condominium buildings, commercial improvements, or one or any combination of these; and, WHEREAS, in connection with the sale f the water and sewer system assets, the City has agreed p r ide the Developer with capacity sufficient to serve 1500 Eq ' ent Residential Connections (as defined below) on the Property of which the first connections will be provided without collection of a Service Availability Charge (as defined below); and WHEREAS, Developer is desirous of having available to the Property the City's central water and sewer system so that there may be provided to the Property and the improvements to be constructed thereon, from time to time, and the occupants thereof, adequate water and sewer service from the central water and sewer systems of the City; and, WHEREAS, the City is willing to provide, in accordance with the provisions of this Agreement, City's Code of Ordinances and thereafter to operate City's central water and sewer systems so that the occupants of the improvements on the Property may have available an adequate supply of water and sewer services; and, NOW THEREFORE, for and in consideration of the mutual undertakings and agreements herein contained, Developer and City hereby covenant and agree as follows: SECTION 1 DEFINITIONS The terms used within this Agreement and the Exhibits attached hereto and made a part hereof shall have the following meanings unless the context indicates otherwise: 1 B /MNL 8738002DEV 11 19/90. _0 r ;6 1.1 "Active Connection" means "City's Facilities" (as hereinafter Delivery" (as hereinafter defined) currently being provided. 4 a physical connection to defined) at the "Point of whether or not service is 1.2 "Agreement" means this Developer Agreement. 1.3 "City" means the City of Winter Springs, a Florida municipal corporation. 1.4 "City's Facilities" means the water treatment plants or sewage treatment systems or all component parts of the Water Transmission System and Sewage Collection /Treatment /Disposal Systems owned by City, including all future additions and extensions thereto. For purposes of this Agreement ► such Facilities shall be restricted to what was formerly known as Seminole Utility Co. 1.5 "Construction Phase" means that portion of the Property which is being or is to be developed as a phase. 1.6 "Contributions in Aid of Construction" (CIAO) means any money, services or Property received by City Cfrom to i eloper" (as hereinafter defined) provided at no to provide water or sewer service to the Property and represents an addition or transfer to the capitl of City, and a hick is utilized to offset City's co providing service to the Property. 1.7 "Customer" means the person, firm, association, corporation, agency, or subdivision of government physically connected to the City Facilities water and sewer service provided by the City within the Property and is obligated to pay for service. 1.8 "Customer Installation" means all the facilities on the customers' side of the Point of Delivery of service as hereinafter defined. 1.9 "Developer" means Winter Springs Development Joint Venture, their successors or assigns including, but not limited to, any Property owner, builder, developer, person, association, corporation or other entity who seeks to obtain or is currently obtaining water or sewer service from City for structures or improvements located or to be constructed on the Property. 1.10 "Developer Engineering Plans" means the plans and specifications of its engineers, or their successor, for provision of water service or sewer service to the Property. 1.11 "Development Plan" means detailed plans and any 2 B /MNL 8738002DEV 4/19/90.10 s F A. 7 t amendments thereto furnished by Developer to City containing information with regard to the proposed structures and other improvements to be constructed on the Property, including proposed densities and anticipated time for the construction. 1.12 "Engineer" means a person who meets the qualifications specified as "engineer" by Section 471.005, Florida Statutes (1981) . 1.13 "Equivalent Residential Connection" ( "ERC ") means the amount of water plant and system capacity or sewage treatment plant and system capacity in gallons required to provide adequate water and sewer service to each metered connection at the point of delivery of a single - family residence. For purposes of this Agreement, ERC shall be 500 gallons of water per day and 300 gallons of sewage per day per metered connection. 1.14 "Guaranteed Revenue" means a monthly charge made by City designed to cover its costs including, but not limited to, the cost of operation, maintenance, depreciation and debt service on City's plant and facilities reserved by Developer pursuant tc the provisions of this Agreement, but which facilities are not yet being utilized by Customers delivered to the City by virtue of Developer's development of the Property. 1.15 "Inspection Fee" means a charge made by City for inspecting or Testing the On -site Facilities and the Off -site Facilities constructed by Developer and inspecting the connection, of the Customer Installation(s) to City's Facilities, as more particularly described in Section 5. 1.16 "Meter Fee" means a charge made by City in order to defray the actual cost of the meter(s), meter appurtenances (including backflow prevention devices required pursuant to rule, regulation, environmental or health code, or building plan approval), and cost of installation. 1.17 "Off- site" means the component parts of the "Water Transmission System" (as hereinafter defined) or "Sewage Collection System" (as hereinafter defined) necessary to connect the Property to the nearest practical existing terminus of City's Facilities. 1.18 "On- site" means the component parts of the Water Transmission System or Sewage Collection System located within the Property on the City side of the Point of Delivery. 1.19 "Plant Capacity" means that portion of City's water treatment plants or sewage treatment plants owned by City which is reserved for providing water or sewer service to the Property and structures or improvements located thereon or to be constructed thereon. 3 B /MNL 8738002DEV 4/19/90.10 F 1.20 "Point *fiery" means the point • e#ery of Vie, ivery of water . or sewer service to Customer, whi for .water 5erviCe shall be the customer side of the water meter and for 5e;;er shall be the lot line, unless otherwise specified in the agreement or the Engineering Plans. 1.21' "Property" means the Property described in Exhibit ,nd any structures or improvements located thereon or to be cor,structed ;thereon and any supplements to Exhibit "A" as may be ,greed upon between the parties-hereto ("Supplement (s) which incorporate additional Property and any structures or i::Iorovements located thereon or to be constructed•thereon*, into the Property as. fully as though the foregoing were described on xhibit "A" at the time of execution of this Agreement. yo�uithstanding anything to the contrary contained herein, in the event of a conflict between the terms and conditions of a suoolement and the terms and conditions of this Agreement, the teas and conditions of the Supplement shall control. 1.22 "Reclaimed Water System" means those facilities pertaining to storage, pumps, chlorination, distribution mains, service lines, and valves used to distribute reclaimed water as de =fined in the City Code. of Ordinances. 1.23 "Review Charges" means a charge made by City to defray City's actual costs incurred in reviewing information provided by' Developer including, but not limited to,. the Development Plans, '-Engineering Plans ", and other matters of engineering, construction of•dwellings, buildings or other structures•or. i=Drovements, proposed densities or any other information reasonably requested by City pursuant to Developer's application For service. 1.24 "Service" or "Water or Sewer Service." means the -.readiness and the ability on the part of the City to. furnish and Zaintain Water Service and Sewer Service to the Point of Delivery OF each lot or tract, pursuant to the applicable rules and reculations of the applicable regulatory agencies. 1.25 ".Service Availability Charge" means the charge designed `° defray all or a portion of the capital cost to the City for `zit -n9 water and sewer capacity available through its treatment izcilities, distribution system and collection system. 1.26 "Service Policy" means the Code of Ordinances for City Cc -any amendments, or modifications as approved by the City �_ssion. -•27 "Sewage" means all domestic wastes, including but not ed to, human waste, residential kitchen wastes, bath and wastewater, and similar residential wastes normally ti --/90.10 0.10 �- 10 M_ - parried by plumbing L t res having a -biological �kygen demand ,nd solid content' e.eding 200 parts per Ii parts of • ,t6water, and astre particularly defined b0he les and �a ;egulations.of. the Department. of Environmental Regulation. The r vords "Sewage" and "Wastewate" shall be considered synonymous rerein •: 1.28. "Sewage Collection /Treatment. /Disposal Systems" means all component parts of. the sewage system including, but not li,ited to, collection lines, manholes, force mains, lift or. Ou,noing stations,- treatment - .works, reuse - system; effluent irrigation system-and percolation ponds, including the site for sane, 'and all other appurtenances on the City's- side' of -the Point OF Delivery as shown on'the Engineering Plan. 1.29 "Sewer Service" means the readiness and ability on the ;,art of 'the City to collect Sewage at the Point of Delivery and :Hereafter to treat and dispose of same. 1:30 "System(s)" or "Water and Sewer System " - means, -unless otherwise indicated, all water distribution facilities", including but not limited to, mains., lines, pipes, valves, pumps, hydrants -, _titers -and related facilities, and all sewage collection -or transmission of effluent reuse facilities, including. but not. linited to mains, ':lines, pipes, -laterals., valves, manholes, lift stations, pump stations; and all related -facilities to be constructed or installed by:Developer pursuant to this Developer Agreement. .*The term "System(s)" includes all facilities up to the Point of Delivery. 1.-31 "User" means a customer who is physically connected to the facilities. 1.32 -"Water Service" means the readiness and ability on the ?art of.the City to furnish potable water or adequate pressure as specified by Rule 17- 22.106(3)(f), Florida. Administrative Code, cr its. successor provision, at the Point of Delivery: 1.33 "Water Transmission System" means all component parts � the water transmission system including, but-not limited to, 7,ives, fitt -ings, laterals, hydrants and all appurtenances on the '-'-"Y's side of the Point of Delivery as shown on the -Development SECTION 2 AGREEMENT TO SERVE- 2•1 General. Pursuant es to provide 1500 ERC's oper for use within the "002DEV ,FUG 19/90 .10 to the terms. of Water and Property. 5 of this Agreement,. City Sewer Service to The first L�a 7 water and sewer ERC's utilized by gent of Developer under this Agreement shall not be subject to pay any Service Availa ility Charge to the City ( "Group 1 ERC's "). The remaining 75ql 7 water and sewer ERC's shall be providedof to Developer by t e City► conditioned upon Developer's payment the City's Service Availability Charges, rates and other charges then in effect, as set forth in the City's Code of Ordinances and /or rules and regulations concerning water and sewer utility service and service availability, as may be amended from time to time ( "Group 2 ERC's "). In connection with the sale of the City Facilities to the City, the City agrees to reserve the Group 2 ERC's without charge, from the date of execution hereof through April 29, 1995. On April 30, 1995, to the extent Developer wishes to continue to reserve any of the Group 2 ERC's, Developer shall be required to pay Service Availability Charges for that capacity on that date. Thereafter, Developer shall be entitled to the Group 2 ERC's for which Service Availability Charges have been paid, subject to payment of any guaranteed revenue charges, meter installation fees, or other charges the City may set forth in its Code of Ordinances as a prerequisite to obtaining service. Prior to April 29 1995, the Developer shall be entitled to utilize any of the Group 2 ERC's upon payment of the required Service Availability Charge and other rates or charges of the City at the time of connection. If, as of April 30, 1995, Developer has failed to connect an active, revenue paying Customer to the City Facilities from any of the Group 1 ERC's, then for that number of Group 1 ERC's for which guaranteed revenue has not been prepaid on that date as a Guaranteed ERC as defined herein, Developer shall lose any and all rights to such capacity absent payment of Guaranteed Revenue, and other rates and charges that the City then has in effect in order to reserve capacity in the City Facilities. To the extent that any Group 1 ERC's have not been used to connect active, revenue paying customers on April 30, 1999 (at which time the guaranteed revenue the Group ERC's shall have ty depleted), henDevelopershal-lloseal rightstosuchcapaci absent continued payment of Guaranteed Revenue. 2.2 Guaranteed Revenue. As further inducement to the City to enter into this Agreement, Developer has agreed to prepay four (4) years worth of Guaranteed Revenue for all or a portion of the Group 1 ERC's which are not represented by active revenue producing customers as of March 1, 1995, and as more particularly set forth below. Upon execution of this Agre gent, Developer shall post a surety bond in the amount of $ ? 73.` a copy of which is attached as Exhibit "B" and in orate herein by reference ( "Surety Bond ") which assures to the City four (4) years of 0 B /MNL 8738002DEV 4/19/90.10 This Guaranteed Revenue for all- Yt �� Group 1 ERC's. certain Guaranteed Revenue may be utilized by the City to pay fixed costs, including debt service, incurred in making the Group 1 ERC's available from the City Facilities. The initial amount of the Surety Bond represents the City's annual Guaranteed Revenue charge of $256 per combined water and sewer ERC, pay able for a four year period, discounted to a present value of $857.42 per ERC. On April 20, 1991, April 20, 1992, April 20, 1993, April 20, 1994, and March 1, 1995 ( "Calculation Dates "), the City's consulting Engineer shall certify to the City the number of water and sewer ERC's represented by revenue producing Customers connected to the City Facilities. This calculation shall then be subtracted from 5026 water ERC's and 4649 sewer ERC's to determine the guaranteed numbers of ERC's ( "Guaranteed ERC's "). On April 30, 1995 ( "Draw Date "), the Developer shall be obligated to prepay four (4) years of Guaranteed Revenue to the City for all Guaranteed ERC's as determined by the City's consulting Engineer, which amount shall equal the product obtained by multiplying the Guaranteed ERC's determined on the final On Calculation Date, by $857.42 ( "Guaranteed Revenue Amount "). the April 30, 1994, Developer shall be required to substituteffor and Surety Bond, a letter of credit ("Letter of Credit") ( substance acceptable to City) or cash deposit ( "Substitute Collateral "), in the amount of the Guaranteed Revenue Amount calculated on April 20, 1994. Upon posting of the Substitute Collateral, the Surety Bond shall be released. In the event that the Developer fails to deliver the Substitute Collateral, the City may make a claim on the Surety Bond and City may withhold the delivery of any further sewer and water capacity required hereunder. The City shall provide Developer with written notice Of the Guaranteed Revenue Amount due no later than March 10, 1995. Developer shall have the right to pay the Guaranteed Revenue Amount, in lieu of the City making demand on the Substitute Collateral. On 4/30/91, 4/30/92, 4/30/93, and 4/30/94 ( "Substitution Dates "), Developer shall have the right to provide a substitute Surety Bond in a reduced amount or, in lieu thereof, a rider reducing the amount of the existing bond equal to $857.43 multiplied by the number of Guaranteed ERC's as determined on the Calculation Date immediately preceding the Substitution Date for which the calculation is being made. Any substituted Surety Bond must be identical to the Surety Bond set forth in Exhibit "B" in all ways except amount. All costs of issuance and subsequent maintenance of the Surety Bond shall be borne by the Developer. rA B /MNL 8738002DEV 4/19/90.10 The parties acknowledge that the Guaranteed ERC's for which Developer has prepaid the Guaranteed Revenue Amount may be replaced by Developer with active, revenue producing Customers of the City Facilities within the four year Guaranteed Revenue period. In that event, Developer shall be entitled to a refund of a portion of the Guaranteed Revenue Amount for the balance of the four year period after which the revenue producing Customer has connected to the City Facilities. For each Guaranteed ERC connected to the City Facilities and replaced by a revenue producing Customer within the four year Guaranteed Revenue period, Developer shall be entitled to a refund calculated at the end of each month and paid to Developer within 15 days thereafter by multiplying 17.8629 times the number of months remaining in the guaranteed period following the month in which the Guaranteed ERC has been replaced by a revenue producing Customer. For example, if one (1) Guaranteed ERC is replaced by a revenue producing Customer on July 4, 1995, then Developer would be entitled to a refund on that ERC in the amount of $803.83. This is derived by taking 45 months remaining in the guarantee period and multiplying by 17.8629. On April 20, 1996, April 20, 1997, and April 20, 1998, the City's consulting Engineers shall certify to the City, and City shall notify Developer of the number of Guaranteed ERC's which were replaced by revenue producing Customers within the preceding one year period and the City shall, within thirty (30) days of such certifications mnkaccordance withuthenscheduleeabove� Developer for such ERC 2.3 Connection and Service. Upon Developer's completion of construction of the On -site Facilities and the Off -site Facilities, compliance by Developer with all terms and conditions of City's Code of Ordinances and /or rules and regulations concerning water and sewer utility service and service availability and acceptance by City, Developer shall be authorized to connect the On -site Facilities and the Off -site Facilities installed by Developer to City's Facilities. Such connections shall be at the expense of Developer and in accordance with all standards, rules, regulations and orders of City and all applicable governmental authorities. City hereby agrees to provide water and sewer service %_ the Property and Developer hereby agrees to obtain and use such water and sewer service in accordance with the terms and conditions of this Agreement, the City Code of Ordinances and /or rules and regulations concerning water and sewer utility service and service availability and the rules and regulations of any governmental authority having jurisdiction thereof. 2.4 Multifamily Units. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that one and two bedroom multifamily apartments and townhomes ( "Multifamily Units ") utilize an average of 80% of the water and sewer capacity B /MNL 8738002DEV 4/19/90.10 f required for a single family residence. Therefore, for purposes of determining Developer's capacity right and obligations under this Agreement, a Multifamily Unit shall be considered as .8 ERC. 2.5 Commercial Units. The number of ERC's for commercial or other business usage shall be in accordance with the City Code of Ordinances. SECTION 3 CONSTRUCTION OF FACILITIES 3.1 Obligation to Construct. In order to induce City to reserve and provide Plant Capacity for the Property and to continuously provide structures and other improvements located on the Property or to be constructed thereon from time to time and the occupants thereof with water and sewer service, Developer hereby agrees to engineer, construct, install, connect and to transfer ownership and control to City, as a contribution-in -aid- of- construction, the On -site Facilities and the Off -site Facilities contemplated pursuant to this Agreement and a Reclaimed Water System as required by the City Code of Ordinances. 3.2 On -site Facil m ities. The term is defined as the component parts of the Water Transmission System or Sewage Collection System located within the Property and includes all facilities prior to the Point of Delivery, which for metered service shall be the outlet connection of the meter or for non - metered service shall be the point at which City's piping connects with Customer's piping. The term Water Transmission System as used in this Agreement shall include all component parts of the Water Transmission System including, but not limited to, valves, fittings, laterals, hydrants and all appurtenances outside the Point of Delivery as shown on the Development Plan for such Water Transmission System. The term "Sewage Collection System" as used in this Agreement shall include all component parts of the Sewage Collection System including collection lines, manholes, force mains, lift or pumping stations, including the site for same, and all other appurtenances on Developer's side of the Point of Delivery as shown on the Engineering Plans (as hereinafter defined) for the installation of such Sewage Collection System. 3.3 Off -site Facilities. The term "Off- site" is defined as those mains, force mains and pump stations, and appurtenant facilities necessary to connect the On -site Facilities to the then existing nearest practical terminus of City's Facilities. Any of City's Facilities installed by Developer pursuant to this Agreement are required to serve the Property and shall not be subject to refund or credit to Developer by virtue of the construction thereof. B /MNL 8738002DEV 4/19/90.10 0 0 3.4 En ineerin Desi n Plans and Pre - Construction Requirements. Developer shall provide City with engineering plans and specifications, prepared and sealed by a professional engineer registered in the State of Florida,. showing the On -site Facilities and the Off -site Facilities proposed to be installed by Developer ( "Engineering Plans "). Developer may modify its Development Plans only with the prior written consent of City. Developer shall cause its engineer to submit Engineering Plans to City in accordance with the City Code of Ordinances. Developer shall pay any fees for all Engineering Plan review in accordance with City's Code of Ordinance. A pre- construction conference shall be held at the business offices of the City, with Developer and Developer's Engineer, and the water and sewer contractor, present to discuss plans, job schedule, submittal of shop drawings, construction techniques, and other matters pertinent to the construction of the Developer's project and the Systems pursuant to this Agreement. Subseauent to written approval of Engineering Plans by City, Developer shall cause to be constructed, at Developer's own cost and expense, all Water Transmission Systems and Sewage Collections and Reclaimed Water System (if required by city ordinance) in accordance with the approved Engineering Plans which are necessary to serve the Property. Developer further represents and warrants that said facilities shall be engineered, constructed, installed, tested and connected in a manner satisfactory to and meeting the approval and standards of all public, governmental or other agencies having supervision, regulation, direction, or control of such facilities and the water and sewer service rendered in connection therewith. All On -site Facilities and Off -site Facilities to be constructed, installed and connected by Developer hereunder shall be done by contractors, plumbers, or other personnel licensed and competent to perform such work. Upon completion of construction and prior to Acceptance by City, Developer agrees to furnish to City one (1) set of Mylar "as built" drawings showing specific locations, depth, and other appropriate details of the Or. -site Facilities and the of Facilities which have been sealed by the surveyor and engineer of record along with two (2) prints of the "as built" drawings which have been sealed by the engineer of record. Developer will provide City with three (3) sets of all appropriate manuals for operation of any pumping stations and other mechanical and elec;.rical equipment installed by Developer. Developer's engineer of record shall submit to the City a copy cf the signed certification of completion submitted to the appropriate regulatory agencies. if certification is for the water distribution system, a copy of the bacteriological results and a B /MNL 8738002DEV 4/19/90.10 10 • sketch showing locations of all sample points included. Developer will provide the Utility three (3) copies of the approved subdivision �J shall be Department with plat. Developer shall provide performance and warranty bonds for all construction required under this Agreement in accordance s ith the requirements of the City Code of Ordinances. Developer provide a two (2) year maintenance bond to guarantee against defects in workmanship and materials in the Systems to be constructed by least equal of the bonds shall be otalr a sum of money to ten (10%) percent installed cost of the Systems. 3.5 Tests and Inspection. At such times as standard tests or inspections are required during the construction, installation and connection of the Off -site Facilities and On -site Facilities, City shall have the right to require Developer to perform such standard tests for pressure, exfiltration /infiltration, line and grade and other normal engineering tests and inspections to determine that the systems have been installed in accordance with Engineering Plans and in accordance with the testing standards established by the custom and usage of the trade and all governmental authorities having jurisdiction thereon. City shall be given adequate notice of such tests and inspections so as to have a representative present. Developer shall, at its expense, take all necessary actions to meet such standards. 3.6 Customer Installations. Developer, customer, other qualified individual authorized by the subsequent owner of that portion of the Property, or party other than the City shall be responsible for connection of the Customer Installations with City's Facilities at the Point of Delivery as set forth in Section 4. Developer shall connect the Off -site Facilities constructed by Developer at the nearest practical terminus (that is of adequate size to serve the specific site) of City's facilities and Developer agrees to inspection of all such connections to insure that same meet industry standards and local standards. 3.7 Nor. - Liability of City. Any rights of City to make inspections or perform tests shall not impose an obligation on City itself to make inspections or tests of the On -site Facilities, Off -site Facilities, connection of customer installations or any other work performed by Developer. Developer shall notify City a minimum of forty -eight (48) hours, not including Saturdays, Sundays, and holidays, in advance of any Test(s) to be performed. Any optional inspection made by City shall neither constitute a guarantee on the part of City as to materials, workmanship, compliance with applicable governmental standards nor relieve Developer of responsibility for the proper construction and installation in accordance with approved Engineering Plans. B /MNL 8738002DEV 4/19/90.10 11 l 3.8 city 's obligations. Subsequent to and conditioned upon the performance of all inspections and tests, conveyance by Developer, and acceptance by City, City shall provide water and sewer service to the Property and maintain the Off -site Facilities and the On -site Facilities or each Construction Phase thereof, as applicable. Customer Installations shall be the responsibility of Customer or its successors and assigns. 3.9 Indemnity. Developer shall assign to City all contractor warranties or maintenance bonds and the rights to enforce same on the On -site Facilities and Off -site Facilities constructed and installed by Developer. Developer hereby warrants and guarantees for one year from the date of written acceptance by City of the On -site and Off -site Facilities that said facilities shall be free of defects in material and workmanship, and shall function as designed. Upon written demand by City, Developer shall correct all such defective work or materials discovered within the Warranty Period. in the event Developer fails to comply with the terms of this Section, within a reasonable period of time City shall have the right to repair or replace the defective work cor materials and Developer shall be liable to City c expenses incurred by City as a result of such repairs or replacements. Developer shall indemnify and hold City harmless from and against any necessary repairs or replacements to work or materials required due to any damage to City's Facilities caused by Developer, or its agents, arising out of Developer's use, occupation or development of the Property prior to conveyance of facilities. Upon demand by City, Developer shall correct all such damage to work or materials caused by Developer or its agents. In the event Developer fails to comply, City shall have the right to repair or replace damaged work or materials and Developer shall be liable to City for actual costs and expenses incurred by City as a result of such repairs or replacements. g7rTION 4 CUSTOMER INSTALLATIONS 4.1 ADDlication for Service. Developer shall not connect any Customer Installation to City Facilities until written application has been made to the City in accordance with the effective rules and regulations of City, and written approval of such connection has been granted by City. 4.2 Procedure for Consumer Installations. Developer, or any owner of any parcel of the Property, or any occupant of any residence, building or unit located thereon shall not have the riche to and shall not connect any consumer installation to the 12 B /MNL 8738002DEV 4/19/90.10 facilities of City until formal written application has been made to City by the prospective user of service, or either of them, in accordance with the then effective rules and regulations of City and approval for such connection has been granted following payment of all Service Availability Charges, Contributions, Meter Fees, or other charges. Although the responsibility for connecting the consumer installation to the meter or lines of City at the point of delivery is th�ChoconnecDions�ptheopartiesentity other agreeasthan followsCity, with reference to s 4.2.1 Application for the installation of water meters shall be made forty -eight (48) hours in advance, not including Saturdays, Sundays, and holidays. All meters and appurtenances shall be set by the City and become and remain the Property of the City. 4.2.2 All consumer installation connections must be inspected by City before backfilling and covering of any pipes, which pipes must be approved by City. 4.2.3 All connections shall remain open and shall not be backfilled until inspected by City and until City notifies Developer of its approval of such connection, unless the right to make the inspection is waived by City. Written notice to City requesting an inspection of a connection may be given by the Developer or his contractor, and the inspection will be made within twenty -four (24) hours, not including Saturdays, Sundays and holidays. If City fails to inspect the connection within forty -eight (48) hours, not including Saturdays, Sundays and holidays, after such inspection is requested in writing by Developer or the owner of any parcel, Developer or the owner may backfill or cover the connection without City's approval and City must accept the connection as to any manner which could have been discovered by such inspection. 4.2.4 The Customer if an Active Connection has been made shall be responsible for the cost of constructing, operating, repairing or maintaining Customer installations. 4.2.5 The Customer if an Active Connection has been made shall indemnify and hold City harmless from and against any liability arising from or in connection with the construction of the Customer installations. 4.2.6 City may, consistent with the rules and regulations of the United States Environmental Protection Agency, require pretreatment as necessary to bring all discharges or contributions to City Facilities into compliance with the pretreatment provisions of the City Code of ordinance. 13 B /MNL 8738002DEV 4/19/90.10 1 ' 4.2.7 If a kitchen for non - residential use, cafeteria, restaurant or other food preparation or dining facility is constructed within the Property, the City shall have the right to require that a grease trap be constructed, installedoand connected so that all wastewaters from any grease p equipment within such facility, including Lease drain food preparation areas, shall first enter the g P pretreatment before the wastewater is delivered to t s he lines the City. The size, materials and construction of such g trap is ubject to the prior approval of the City. No substance other than domestic wastewater will be placed into the sewage system and delivered to the lines of the City. No water from air conditioning, heat exchange systems, ice machines, swimming pools, lawn or garden irrigation, or any form of condensate water shall be disposed of through the lines of the Sewer System of the City. Should any non - domestic wastes,oils, including, but not limited to, chemical solvents, greas, floor wax, paint or nutrients or other substances resulting in biochemical oxygen demand loading of treatment facilities, be delivered to the lines, the customer shall be responsible for payment of the cost and expense required in correcting or repairing any resulting damage. Customer, its successors and assigns, hereby agrees to properly maintain any greasetrap or similar device required by the City and failure to properly maintain such facilities shall be grounds for the City, without notice, to either, (a) discontinue service to the installation failing to maintain such greasetrap or other facility; or, (b) maintain such facility on its own and charge back to the owner or occupant 01. such premises all of City's costs incurred in the maintenance of such greasetrap or facility, including related soft costs such as insurance, workers compensation, transportation, legal fees, and so on. It is the specific intention of this section that parties failing to install or properly maintain such creasetrap or related facility, thereby causing damage or potential damage to City's system, including pumps and related installations, p em. required to compensate City for the cost thereof, plus thereon. SECTION 5 INSPECTION FEE City maintains personnel or maintains a relationship with a consulting Engineer for the purpose of inspecting or testing the On -site Facilities, Off -site Facilities, Customer installations and any other connections. Developer shall pay inspection or testing fees as provided for in the City Code of Ordinances. 14 B /MNL 8738002DEV 4/19/90.10 V 0 0 SECTION 6 TRANSFERS AND CONVEYANCES 6.1 Transfer of Title. Following completion of construction of the On -site Facilities and the Off -site Facilities, Developer shall convey to City Stitle to all coshanent parts of such facilities ( "Conveyance "). be deemed consummated upon the delivery to and written acceptance by City of all required conveyance instruments and related materials following Acceptance. As further evidence of said Conveyance of title to the On -site Facilities and the Off -site Facilities, and prior to City's obligation to render water or sewer service pursuant to this Agreement, Developer shall convey to City: (a) The complete On -site Facilities and off-site Facilities as constructed by Developer and inspected by City, by bill of sale, in a form satisfactory to City's counsel; (b) All appropriate easements or rights -of -way required by City for ingress, egress, repair, maintenance and removal of the On -site site Facilities and the Off -site Facilities installed on the Property as set forth in Section 7. The easements shall allow for any projected expansion of such Facilities; and, (c) Easement or fee simple title by warranty deed at Developer's option to the Property on which lift stations and pumping stations are located on the Property. 6.2 All conveyances of title from Developer to City shall be by recordable documents in a form satisfactory to City. 6.3 All conve y ances shall be accompanied by a statement .from Developer that' is free and clear of any lien for services, labor or materials furnished for the On -site Facilities and the Off -site Facilities together with breakdown of actual cost of said facilities. 6.4 Developer's failure to provide recordable conveyance instruments shall be cause for City to refuse to render water or sewer service until provisions for such conveyance instruments and related materials have been satisfied. Developer shall pay for all recording fees and for all documentary stamps required pursuant to this Agreement including, but not limited to, this Section and Section 7. B /MNi, 5738002DEV 4 /19/90.10 15 s • SECTION 7 EASEMENTS 7.1 Grant and Easements. All On -site Facilities and Off - site Facilities, except Customer shall be by easements or rights -of -way if dedicated roads or rights -of -way. 7.2 Exclusive Riqht. Developer hereby grants City, its terms of successors or assigns, subivilete toe construct ands togownment, the exclusive right and pr 9 maintain and operate the Water Transmission System and Sewage City Collection /Treatment /Disposal Systems necessary in andetheo� to provide water or sewer service to the Property; exclusive right or privilege to construct and to over maintain, repair and operate said systems in, under, upon, alleys, the present and future streets, roads, easements, reserved utility strips and utility sites, nd any i public place provided for or dedicated to p in the pia, or record, or otherwise provided for in any easement, agr dedication, or grant which is independent of said plat of record. The rights granted in this Section shall be c conditioned on City continuing to provide wat Customers connecting to City facilities. 7.3 Rights of Ingress and Egress. The foregoing grants include the necessary right of ingress and egress to any part of the Property upon which City's Facilities are constructed, for such installed, operated or maintained. The g privileges be period of time as City requires such rights, p or easements in conjunction with the ownership, maintenance, op Water Transmission System and Sewage Collection /Treatment /Disposal Systems. 7.4 Wells or Lift StatihesoDeratio�randlmain tenancenofuthe all easements necessary for t _ wells or lift stations shown on the approved Engineering Plans. The foregoing easements shall be subject to approval by all applicable governmental agencies havinngsubutvnotolimitedltolothe and control of such Facilities including, rouges shall St. Johns River Water Management Distric., which app be obtained at Developer's cost. The parties agree that the duties and obligations set forth �h �� � running with the in this Agreement shall constitute a,�otenanor other appropriate land. Developer shall disclose by p- g methods, to subsequent owners or occupants of any portion Of the Property the restrictions, duties and obligations set north in this and other sections in the Agreement, and all assignees, successors, subsequent owners or occupants shall, upon takng i 16 B /MNL 6738002DEV 4/19/90.10 0)i to any portion of dition of such the Property,'. . be bound ownership or, occupancy. the provisions Con f. ✓ Errors in Line Locations. Should Developer install any '•'.S Facilities outside move roreOrelocate =� .;,iation. "); City ,iiit'0 lying outside a dedicated-easement area or s"!_�, �t area conveyed by express grant, so Long as the ties do not interfere with the existing or proposes} use of ,,3a, as represented by Developer and- so. long as Developer :s or grants a private easement. for such Erroneous `y>> > ation .on behalf of City :if sme .If Developervcannot obtain able abili.ty.or power to do so. ' private easement for. such Erroneous Installation, S -ant a p �c °Q' -oaer shall move or r�etoutheErequi�ementstofl Section t4, gip, pDer' s expense and subject . 6 hereof. The obligation of Developer as provided for on shall terminate five (5) years from the date of ��1lation of such facilities.. 7 6 Utilization of Easement Grants. City agree grants will be utilized in accordance with the granting mooted practices of the alleretainstherrightstoygrant exclusive �..ry easement,. Developer shall =:t ;.o1- exclusive rights, privileges and. easements to other. persons or entities to provide any utility services other than =cater and sewer service -to the Property, so' Tong as .such rights, _— privileges and easements do not interfere with the, easement• . , g,ts granted to City. y 7.7 Defects in Easement- Grants. For a period of five 4N-sfrom the date of conveyance •of any easement rights, in the with. the terms and conditions of taeat Developer fails to comply such easement contains a easement or a portion thereof or'any li -ttle defect rendering easement unsuitable for its' intended lose (collectively referred to as . "Easement Defects 2treloper shall take necessary action for the correction of. any SeTent Defect. In the event Developer fails to comply with the ll ? ^ys of this Paragraph, City shall have the right to take from pessary action and incur all costs and.expenses arising correction of such Easement Defects. Developer shall be ?ale to City for actual costs and expenses incurred by City SECTION 8 ASSURANCE OF TITLE TO PROPERTY 3 i During the Developer s .a, eQ evidencing '' --ve rights of =s greement . -7/90 10 course of this Agreement, if called upon by shall deliver to the City reasonable Developer's legal right to grant the service within the Property as contained in 17 'R Mortgagees, if any, holding prior lie one shall be required to release such liens, subordinate c�2r rt Y! t 5,r tion or join in the grant or dedication of the posi �Soents or .rights or givee to the City assurances by way ta5 nondisturbance agreement" lv:t in the event of foreclosure, .�gagee would continue to recogn-i�ze the 'easement rights of the as long as the City complies with the. terms of this ment. SECTION 9 SERVICE AVAILABILITY HARGE, GUARANTEED REVENUES AND OT-I ER. CHARGES Unless otherwise provided for in this Agreement, in addition the contribution of the On —site Facili.ties and ,�cilities, and to induce City to provide water-and sewer- service the Property and to reserve 'adequate ,Pla p • city, gees to pay to the City Service Availability Charges, monthly ��anteed revenue charges and such further contributions or -;ges as set forth in the City's Code of Ordinances. IPayment of the authorized charges by Developer shall-not ;!suit in City waiving any of . its rates, contributions, charges c; rules and regulations set, *forth in City's Code of Ordinances, zsnay be amended from to time, as approved by the City ca=ission. Developer, its successors -and ssigns, shall not have.any q:esent or future right, title, cl im or. interest in any mntribut•ions or other charges paid by Developer or Customer for J.se Of City's Facilities. Any user or Customer of water r sewer service shall not be ,entitled to offset any bill(s) rendered. by City- for- such _se:vice(s•) against contributions o other charges paid by '',�'veloDer or such Customer. Additionally, Developer shall not be titled to offset contributions or other charges against any '.�'•�' -n(s) against City. SECTION 10 DISPOSITION Or CAPACITY 10.1 The consent of City shall not be required in connection x vi the sale, lease or other conveyance of any complete 7:,!Ii dential structure or improvement or commercial structure or � rovement to any party who willibe the user of the structure or _?- Ovements to be constructed thereon including, but not limited purchaser, lessee, residentlor other occupant. 18 002DEV '''``'9/90 10 The rights and obligations set forth in this Agreement shall be binding upon Developer and City. Each party may assign their rights, duties or obligations by merger, consolidation, conveyance, or otherwissi nmentcorttransferrof �ightssor duties Agreement. Any such a 9 under this Agreement by Developer shall be conditioned upon Developer providing to the City 30 days written notice of assignment which notice shall include the following: (a) Name, address, telephone number and contact person of Assignee. (b) Legal description of property owned by Assignee to which service is requested. (c) Quantity of water and sewer capacity assigned. (d) A statement signed ebew the thissAgreement that and assumesnall provided an opportunity to of Developer's duties and obligations hereunder. Assignees or successors take only those rights or obligations which pertain to the lots or parcels owned or occupied by assignees or successors. 10.2 Any assignee or under this Agreement. FailureuofeS and obligations of Developer under t 9 Developer, or any assignee or transferee including, but not limited to, an affiliated entity, to fully utilize the Plant ears Capacity reserved by City for Developer within nine (9) Y from the date of this AgreePlantsCalacityuandlallhobligationsyof Developer of such reserved P City to Developer with respect theretosh an extensionnofvthis all be null However, Developer may request time period and City may grant the extension under reasonable terms and conditions. SECTION 11 GOVERNMENT APPROVALS The parties recognize that approval may be required from various federal, state and local governmental authorities having regulatory jurisdiction over the construction, maintenance and operation of the water or sewer facilities, before City can render water and sewer service to the Property. City's obligation to perform shall be conditioned upon Developer obtaining required approvals from applicable governmental authorities. Developer will, at its expense, make the necessary and proper applications to all governmental authorities, and will use its best efforts to obtain such approvals. 19 B /MNL 8738002DEV 4/19/90.10 1 0 SECTION 12 OWNERSHIP OF FACILITIES City's facilities used or useful in connection with providing water or sewer service to the Property (including fire service), shall remain in the sole, complete and exclusive ownership Of City, its successors and assigns. Any person , shall structure or improvement constructed interestlocated suchefacilities, not have any right, title, claim for any purpose, including the furnishing of water or sewer services to other persons or entities located within or beyond the boundaries of the Property. SECTION 13 COVENANT NOT TO PROVIDE UTILITY SERVICE As long as City provides Service in accordance with the terms and conditions of this Agreement, Developer shall not p r potable water or sewer or reuse effluent services to the Property, including, but not limited to, irrigation through the period of time that during surface water use or well(s), City, its successors and assignees, p rovide water or sewer services to the Property, unless Developer first secures in writing from City the righ p r governmental entity In the event City is affected by action of any g having jurisdiction over its operation inuantities sufficienttto its ability to provide water service in q meet the demands of the Property s set forth ertin, or should City in its sole discretion de provision of necessary, City may restrict or discontinue the eopro and Developer water for irrigation or other nonessential purposes a portion of the and any subsequent owners and occupants of any Property shall restrict water use in a manner consistent with this provision. As aforesaid, City may, in its sole discretion, consent in writing to waive this restriction upon written application by Developer or subsequent owner or Occupant ofoththe Property as the restriction pertains to all or any portion Property. Notwithstanding the foregoing provision to the contrary, Developer shall have the right to obtain potable water service from the City of Oviedo, Florida, for the following described property: Tract A, B, and C, Tuscawilla Plaza as recorded in Plat Book 35, Page 98, of the Public Records of Seminole County, Florida. The provisions in this Agreement, shall constitute B /MNL 8738002DEV 4/19/90.10 Section, like the entirety of this a covenant running with the land and 20 10 0 on Developer, and any assignees, successors, S. be binding up portion subsequent owners or occupants upon taking A ement, or anmemorandum of the Property. Whether or not this A9 provisions of it, is recorded, Developer agrmay be recorded by either party to such parties. This g Florida. in the public records of Seminole County, SECTION 14 RATES AND CHARGES Rates, Contributions and other charges to Developer (other than as specifically set forth in this Agreement) or individual consumers of water or sewer service hall be those set the City Code of ordinances comply withathe terms and conditions of Developer agrees to comply City's approved Code of Ordinances subject to any modifications by the City Commission. SECTION 15 NOTICES Until further written notice by either party, all notices provided for herein shall be in writing and transmitted by messenger, by certified mail or by telegram, and shall be addressed as follows: To the City: CITY OF WINTER SPRINGS Manager C/o Mr. Richard Rozansky, City 1126 East S. R. 434 Winter Springs, FL 32708 With a Copy to: PARKER, JOHNSON, OWEN, McGUIRE MISHAUD, LANG & KRUPPENBACHER Post Office Box 2867 Orlando, Florida 32801 Attn: Frank Kruppenbacher, Esquire With a Courtesy Copy to: ROSE, SUNDSTROM & BENTLEY Post Office Box 1567 Tallahassee, Florida 32302 Attn: William E. Sundstrom, P. r.., Esquire 21 B /MNL 8738002DEV 4/19/90.10 w To the Developer: WINTER SPRINGS DEVELOPMENT JOINT c/o Gulfstream Housing Corp. 900 North Maitland Avenue Maitland, Florida 32751 Attn: J. Larry Rutherford With a Courtesy Copy to: BROAD & CASSEL Maitland Center 1051 Winderley Place Maitland, Florida 32751 Attn: C. Ken Bishop, Esquire 0 VENTURE C/o Home Capital Corporation 1060 Maitland Center Commons #301 Maitland, Florida 32751 Attn: Louis Vogt HOME CAPITAL CORPORATION Legal Department 625 Broadway, 7th Floor San Diego, California 92101 All notices provided for herein shall be deemed to have een duly given upon the delivery thereof by hand to the app P address as evidenced by a signed receipt for same, or by tservice receipt of certified, return receipt, mail, or by co receipt therefor, evidencing delivery of such notice. In the event either party determines that the other is in default under this Agreement, the non - defaulting party provide written notice which sets forth with specificity the alleged breach. Thereafter, the defaulting party hallwthirty (30) days within which to cure the default and provide notice to the non - defaulting party that such default has been cured, or that, the defaulting party has taken actions to cure such default and setting forth the anticipated date setwhich the in default shall have been crere' cure ny action for default of this section shall be a p q uisite to a this Agreement. SECTION 16 FORCE MAJEURE 16.1 Force Majeure. Acts of God such as storms, earthquakes, land subsidence, strikes, lockouts or other public enemy, wars, blockades, industrial disturbances, acts of riots, acts of armed forces, delays by carriers, inability to obtain materials or rights -of -way, acts of public authority, regulatory agencies, or courts, or any other cause, whether the same kind is enumerated herein, not within the control of the City or Developer, and which by the exercise of due di, City the City or Developer is unable to overcome, which p performance of all or any specific part of this Agreement, shall excuse performance of said part of this Agreement until such force majeure is abated or overcome. 22 B /MNL 8738002DEV 4/19/90.10 16.2 Moratorium. In the event the City declares a building moratorium at any time during the term of this Agreemnt, certain of Developer's obligations shall be tolled for the period moratorium including: (a) the Draw Date for payment of Guaranteed Revenue for the Group 1 ERC's; (b) the four (4) year period during which Developer shall pay Guaranteed Revenue on Unused Group 1 ERC's. The tolling provisions called for in this section shall not be triggered by the Developer's inability to obtain a building permit, certificate of occupancy, or other construction approval for any reason other than a -Q_� P�g building moratorium.' m concurrency requirements, or delays in construction of On- Site of Off -Site Facilities with p t e Property. � Qy. by .. -Aers k as is said l(rn p,rovisra�s u,,oa nod- +► y9 9 SECTION 17 RIGHT OF REFUSAL In the event Developer fails to make timely payment of Guaranteed Revenue Charges, City may, after providing Developer ten (10) days' prior written notice and opportunity to pay, enforce its rights as set forth herein. In the event Developer fails to make payment of other contributions, rates or charges when due or otherwise fails to comply with the terms and provisions of this Agreement and the Code of Ordinances, City may either refuse to allow any further connection to City's Facilities or may pursue any other remedy available at law or in equity. The exercise of the rights of City provided in this Section shall be subject to the orders, rules and regulations of the various governmental authorities having jurisdiction over the subject matter hereof. SECTION 18 SURVIVAL OF COVENANTS The rights, privileges, obligations and covenants of Developer and City shall survive the completion of the work of Developer with respect to completing any construction or installation as provided for under the terms of this Agreement. 23 B /MNL 8738002DEV 4/19/90.10 SECTION 19 0 TERM OF THIS AGREEMENT Unless sooner terminated or completed, the initial term of this Agreement shall be nine (9) years. After the initial term of 9 years from the date of the execution of this Agreement, the terms of this Agreement may be renewed for terms of five (5) years each, subject to prior approval of each party. SECTION 20 MISCELLANEOUS PROVISIONS 20.1 This Agreement supersedes all previous agreements or representations, either verbal or written, heretofore in effect between Developer or its predecessors in title to the Property and City, including, but not limited to, that Developer Agreement dated December 31, 1986, by and between Winter Springs Development Corporation, Gulfstream Housing Corp., and Seminole Utility Co. Developer shall provide evidence satisfactory to Service Company of Winter Springs Development Corporation and Gulfstream Housing Corporation's acknowledgment of, and agreement to, provisions in this Section. This Agreement when duly executed, constitutes the entire agreement between Developer and City. No additions, alterations or variations of the terms of this Agreement shall be valid, nor can provisions of this Agreement be waived by either party, unless such additions, alterations, variations or waivers are in writing and duly signed by each party. 20.2 This Agreement shall be governed by the laws of the State of Florida and shall be effective immediately upon execution by both parties. 20.3 The captions and paragraph headings used throughout this Agreement are for convenience and reference only and in no wav define, describe, extend or limit the scope or intent of any provisions of this Agreement. 20.4 If either party to this Agreement is required to enforce this Agreement by court proceedings, arbitration, or some other formal action, the prevailing party shall be entitled to recover from the other party all costs incurred including reasonable attorney fees and costs. 20.5 Developer represents and warrants to the City that it is a Florida general partnership, duly organized and in good standing under the laws of the State of Florida, and has the power and authority to enter into and perform this Agreement. This Agreement and documents required to be delivered hereunder, will constitute valid and binding obligations on Developer and in 24 B /MNL 8738002DEV 4/19/90.10 accordance with their terms. The making of this Agreement does not violate the provisions of any law, court order, result in a breach of or constitute an event of default under the terms of any other contractual agreement to which developer is a party or otherwise bound. There are no actions, suits or proceedings pending or threatened against the Developer which, if adversely resolved, would affect the enforceability of this Agreement in accordance with its terms. 20.6 If any provision of this Agreement or the application of any such provision to any person, entity or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement or the application of such provision or other portions of such provision to such person or circumstance other than those as to which it is held invalid, shall not be effected. 20.7 It is agreed by and between parties hereto that all words, terms and conditions contained herein are to be read in concert, each with the other, in that a provision contained under one heading may be considered equally applicable under another in the interpretation of this Agreement. 20.8 The parties agree that nothing in this Agreement is intended to, and shall not establish, limit, authorize, or otherwise set development or occupancy limits within the Tuscawilla Planned Unit Development. IN WITNESS WHEREOF, Developer and City have executed or have caused this Agreement, with the named Exhibits attached, to be duly executed in several counterparts, each of which counterparts shall be considered an original executed copy of this Agreement. WITNESS Pi 1 � t — B /MNL 8738002DEV 4/19/90.10 WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership By; qe r 'rAM HOUSING CORP., a ar corpo tion,' G rtner By: Philip A. qirdsongr Senior Vice President Dated: ( C RPO E AL ) 1�qo 25 Attes City N HOME CAPITAL CORPORATION, a California cor oration By: Louis E. Vogt Vice Pres' ent By: > _ Cherie Ganesh Project Manager Dated: d to by CITY OF WINTER SPRINGS, F ORIDA ILI Dated. STATE OF FLORIDA ) COUNTY OF � ) C)V - "L . S The foregoing in rument was acknowledged, foree-�.� this ,�5i -day of 1990, by 3 as 5�► V' �1 �"� G..i By : ®�7, ezk City Manager o 1 a .��.��c_,,___ , on behalf o said point v nture Nota Pu lic State of Florida At Large (SEAL) . My Commission Expires: Yiubii!:, of ficr.d.- My COMMIS: Cn, Expire, Sep.. 1E, 1990 Bonded 1hru Tiny fain • Insur.ncu IM, W B /MNL 8738002DEV 4/19/90.5 STATE OF FLORIDA ) COUNTY OF SEMINOLE ) The foregoing instrument was acknowledged before me as this day of 1990, by Mayor of the City of Winter Springs, a Florida municipal corporation, on behalf of the City. Notary Public State of Florida At Large (SEAL) My Commission Expires: ACKNOWLEDGMENT The undersigned GULFSTREAM HOUSING CORP. hereby joins in and consents to the terms and conditions of this Agreement. B /MNL 8738002DEV 4/19/90.10 27 GULFSrR�M,�OUSINCB�01/ By: v , Attest: 0 STATE OF FLORIDA COUNTY OF ORANGE 0 I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, LOUIS E. VOGT, as Vice President of HOME CAPITAL CORP., a California corporation, which corporation is a General Partner of WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership, to me well known to be the person described in and who executed the foregoing instrument and he acknowledged before me that he executed the same for the purposes therein expressed, on behalf of said partnership. WITNESS my hand and offi 1 ea l in e C aunty and State last aforesaid, this day of , 1990. �— ALO-ti Notary Pub 'c My Commi ion Expires: NOTARY PUBLIC, STATE OF FLORIDA. 1itY COMMISSION EXPIREs: MAY 31, 1993. BONOCO THRU NOTARY PUCLIC UNOERWRITERS; STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, CHERIE GANESH, as Project Manager of HOME CAPITAL CORP., a California corporation, which corporation is a General Partner of WINTER SPRINGS DEVELOPMENT JOINT VENTURE, a Florida general partnership, to me well known to be the person described in and who executed the foregoing instrument and she acknowledged before me that she executed the same for the purposes therein expressed, on behalf of said partnership. WITNESS my hand and offic 1 1 eal in e Co my and State last aforesaid, this day of 1990. Notary Pu is My Common Expires: P:CTARY FJBLIC, T ; +'r pr FL. F.ID'.. My EON::c A THRU IOT: 11•Uq-.1: UYf:�LF'.. PITL4491. • EXHIBIT "A" (Property Description) 28 B /MNL 8738002DEV 4/19/90.10 Ll '!US^_ARTILIA Pte, 90 Cominencc at.thc Southeast corner•of GARDENA FARMS as',rcco�d.Floridat ' 23 'and 24 of the Public Records of Scmtnolc .Cou } , Book.'6;'Pagcs GARDENA F�•RNLS: for. a the • Easterly lint.-Of said oration rur"-N OS °.09:50' E'alon Y 'Florida. owcr-Corp =_7155 06•'fcct� to;�•ihc4Nortli, Iinc..of a X76 of •' • distancc`-of; :: in Dccd Boot: 193, Past 2 £ascmcnt '(100.04•fcet�••widc). as'ordcd .• .. - ' run 'N �85 °10'.12" County, Florid , hence _ :thj: Public ..:.Rccord`s'.of•':Scmin�lc� _ a- t' th6 Point. of ' ce . .09 feet to P along said -- orth.' :line: for a distan °f ••2515 'tcrl lint of. a : lorida owt7 gnn }nS; •said': Point :being; on' -the. Southwes } . Vd in Official emcnt 110.00 feet wide) as record° ,and °:Light' Company: F.�s .• Records of .Seminole Count', Rct oids`:Bool: 1E3; :Page :130: of :the Publi.. of 110.00 .feet t0 a Point 'TI., tT'35 °54'3 "•E•.for' a''distancc Flotzci�; .tlicncc = run- p and'Li ,ht CoMD d rlorida. owtr b y :6n.: tha .Northeasttrly Iinc':•of.:said.. ttrly lint an 4 °05'37^ W along said Northcas 2stmtnt thcnce''run-'I� 5 gas rccordtd in Plat Bool:. 23, tha: SouuEcrl - .1inc'of TUSCAWILLA.UNIT. �lorica for a o th= Public c of Seminolt County % Flo willa- .artcs 2$:- ttirough.2 .. f ., Rc oral r of L- �astcrly Right -o= -� lint :dis,,ancc of I bs-.4S feet ..to 'the � t -o:- V,'- 210- said : astt'l� nlgh Gba_clla::Ra2c; thence -run S 23 °i900 S E6 °l0'12. Z ais;an�- o: ? 1S�.Q1 Icc�; thtnct. run - W2y for lint °� - ar llcl t t ?�iorth lint t::at is .621.28 icct l�iorth:.0. and p a win Ln _,� �S o' tiz° 'i LSG�iVr'rT .4 UNiT. 6 as rccord;d in P.� and �° , - IM.57 P-�blic P,tcores of Sttninoic Count}' : loridz for o� V,TI'�L.A `U. 6 for a .Lhtnz_ c .ten No u7 along tnt *Wtst lint of said TUSC : �' 1 distanat flf .369.79 ftt— LO the .1�lOrtnw --sI corner incrco ; tninec run 2�T OI °31'Q3" W for z: dis.anct *of 100.62 feat to the Point of Btbin::in r EX �. �T M...._..______ Page c.t 9 Papels) Parcel 64 e Flat DC ?:.%-•-1., tseCCc'...," and pace it it EXHIBIT Page R of Page(s) r � • LEGAL DESCRIPTION • Parcel 64 NCNB Parcel less out A portion of Tract "A", TJSCAWILLA PLAZA, as recorded in Plat Book 35, Page 98 of the Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Tract "A thence run the following courses along the Easterly and Southerly lines of said Tract "A "; thence run S 00 °40'10" E for a distance of 291.48 feet to a point on a curve concave Southeasterly having a radius of 1197.54 feet and a chord bearing of S 32 021'04" W; thence run Southwesterly along the arc of said curve throughacentral angle of 22 051143" for a distance of 477.84 feet to a point curvature of a curve concave Northwesterly having a radius of 25.00 feet; thence run Southwesterly along the arc of said curve through a central angle of 83 018'00" for a distance of 36.35 feet to the point of reverse curvature of a curve concave Southwesterly. having a radius of 437.19 feet; thence run Northwesterly along the arc of said curve through a central angle of 15 001'12" for a distance of 114.61 feet to the point of tangency; thence run S 89 012'00" W for a distance of 177.45 feet to the Point of Beginning. Thence continue S 89 012'00" W for a distance of 199.51 feet; thence leaving the aforementioned Southerly line of Tract "A"; , run N 00 009'47" W for a distance of 57.10 feet; thence run N 07 °46135" W for a distance of 93.48 feet to the point of curvature of a curve concave Southeasterly having a radius of 13.00 feet; thence run Northeasterly along the arc of said curve through a central angle of 97 036148" for a distance of 22.15 feet to the point o_ tangency; f thence run N 89 050113" E for a distance of 191.50 feet to the point of curvature of a curve concave Southwesterly having a radius of 13.00 feet; thence run Southeasterly along the arc of said curve through a central angle Of 90 °00'00" for a distance of 20.42 feet to the point of tangency; thence run S 00 009147" E for a distance of 25.70 feez; thence run S 06 048'04" W for a distance 0-1 45.36 feet; thence run S 00009'47" E For a distance of 78.54 feet to the Point of Beginning. 11 � al EXHIBIT Page of Page(s) IV • Parcel 64 Exxon Parcel less out A portion of Tract "C ", TUSCAWLLA PLAZA, according to the plat thereof recorded in Plat Book 35, Page 98, Public Records of Seminole County, Florida (lying in Section 16, Township 21 South, Rance 31 East, Seminole County, Florida) being described as foliows: Commence at the Southeast corner of said Tract "C" and run N 00 025'37" W along the Westerly right -of -way line of State Road 426 (100' right -of -way) for a distance of 164.23 feet to the Point of Curvature of a curve concave Southeasterly, having a radi,-,s of 1197.54 feet and a chord bearing of N 01 °32'45" E; thence run Northerly along the arc of said curve and said right - of -way line through a central angle of 03 056143" for a distance of 82.47 feet to a point on said curve and the Point of Beginning; thence leaving said right -of -way line run N 89 °56'00" W for a distance of 165.00 feet; thence run N 00 °04'00" E for a distance of 251.12 feet; thence run S 89 °56'00" E along the South richt -of -way line of Winter Springs Boulevard (120' right -of -way) for a distance of '_04.84 feet to the Point of Curvature of a curve concave Southerly, having a radius of 317.19 -feet and a chord bearing Of S 83 112'42" E; thence run Easterly along the arc of said curve anc said South rich t -of -way line throuch a central angle of l3 °26'36" for a distance of 74.42 feet to a Point of comDounc curvature of a curve concave Southwesterly, having a radius of 25.00 feet and a chord bearine of S 76 012'04" E; thence run Southeasterly along the arc of said curve and said South rid' -t -c -way line through a central angle of 90 0:7'20" for a distance of 39.40 feet to a point of reverse curvature of a curve co. ^.czve Southeasterly, having a radius of 1197.54 feet and a chord bear :nc of S 08 039'31" W; thence run Southwesterly wrong the arc of said curve and the aforeme^tionec = -y right -or -w y line of State Wes�e a Road 426 throuch a central angle of l0 °16'50" _or a d: s'ance of 2_4.87 feet to the Pc in. t of Bec :nni ^c l� Q it EXHI i PLY; IT Page L!4— Of _._l..l—Pace's) *parcel 61 PARCEL "h" From the centerline intersection of Winter Springs Boulevard and Northern Way, as shown on the plat of Winter Snrings Unit 4, recorded in Plat Book 18, Pages 6. 7 and 8, Public kecords of Seminole County,' Florida; run N.03 036155 "W. along the centerline of Northern Wav 175.78 feet; thence N.86 °23'05 "E. 40.00 feet to a point on the East right -of -way line of Northern W^y, Raid point being the point of curvature of a curve concave Easterly and havino a radius of 1893.55 feet; run thence Northerly along said right- of -wav line and along the arc of said curve 305.34 teet throuc h a central anale of 09 °21'36" to the point of beginning; thence continue Northerly alend the arc of said curve 453.33 feet through a central angle of 12143'01'•; thence run 5,70° 62'18 "L. 151.el feet; thence 14.26 °12'27 "E. 283.35 feet to the South line of a 110 foot wide Florida Power and Light Company Easetrkent; thence 1:.54.05'37 "W. along said South line 16E.00 feet to said East right -of -way line of Northern Way; thence 1:.25 °22'55 "E. along said East right - of -way line 126.74 feet to the point of curvature of a curve concave Southeasterly and havino a radius of 410.00 feet; run thence Nnrtheasterly along the arc of said curve 430.83 feet through a central angle of 60 °12'23" to the point of reverse curvature of a curve concave Northwesterly and having a radius of 298.47 feet; run thence Northeasterly 777.65 feet along the arc of said curve through a central angle of 34 106'09" to the Snuth line of 100 foot wide Florida Power Cornoration Easement; thence 5.85.10'12 "E. along said South line 904.73 feet; thence S.27 °45' 05 "F:. 179.07 feet to the Northerly right -of -way line of Winter Springs Boulevard. said right - of -way line being on a curve concave Southeasterly and having a radius of 1215.16 feet; thence from a tangent bearina of 5,62 °14'55 "W. run Southwesterly along said right -of -way line and along the arc of said curve 737,53 feet through a central angle of 34 046129" to the point of tangency; thence 5.2702e'26 "W. 261.56 feet to the point of curvature of a curve concave Northwesterly and having a radius of 1085.92 feet; run thence Southwesterly alone the arc of said curve 9EE.49 feet; thence N.10 °22'19 "W. 50.00 feet to the beginning of a curve concave Northwesterly and having a radius-of- 1035.92,feet; thence from a tangent bearing of N.79 037146 "E. run Northeasterly along the arc of said curve 170.76 feet through a central angle of 09 °26'44 "; thence 19`48' 5e "W. 315.30 feet; thence N.89 °32'31 "W. 419.75 feet to the Point Of beginning, containing therein 32.99791 acres. ' i< Re, 41OR'S ^P. _.. n . ..'SC!;s'.' °. .^S.� cCG :'c' "�' D.,4. 30O ` SfIME /95 /r'E��+3G6E Ae-SC4 /9c.'> CO �� 11 X Page of w' P' -' 1 - Dr ' ICN : Fran the centerline of intersection of hinter Springs Boulevard and Northern hay, as sham in plat of h:nte= Springs Unit Four as recorded Plat Book. 18, Pages 6, 7 and 8, Public Records of Seminole County, Florida; run N.86 °23'05 "E. along the centerline of hinter Springs Boulevard 282.85 feet; thence N.03 °36'55 "h. 60.00 feet to the point of beginning on the North right -of -way line of Fainter Springs Boulevard (120' R/W); thence run S.86 °23'05 "W. along said North right --cf -way line 217.85 feet to the point of curvature of a curve concave Ncrii _ easterly, and having a radius of 25.00 feet; thenoe run Ncr hwesterly alone the arc of said curve 39.27 feet through a central anlge of 900 00'06" to the point of tangency on the East right- of-way line of Nor h- e--n Way (80' R/W) ; thence run N. 03 °36' 55 "W, along said East ric::t -of- way. line 90.78 feet to the point of curvature of a curve concave Easterly and having a radius of 1893.55 feet; thence .r'.Ln Nor`,herll. along the arc of said curve 84.25 feet through a central angle of 02° 32'57" to a point; thence leaving said East right -of -tray line, -%-In N.86 °23'05 "E. 270.83 feet to the point of curvature of a curve concave Southwesterly, and havinc a radius of 27.63 feet; thence nm Sout` eas`erly along the a_ -c or said c.Lrve 40.44 feet through a cen-al angle cf E3 014141" to the point of tangency; thence run S.10 1'22'14 "E. 173.85 feet to a coins on the aforesa_' d Nor-`,h right- of -waY line of Wrote- Springs Boulevard, said point being on a curve concave North- erly, and hav'=c a radius of 1085.92 feet; thence fran a t.=no -er- bearing of S. 62 °16' 07" h. , rL*n Wes Iv along t� arc o. said ma -ve and along said Nc therly ritzht- cf- watirline 76.01 feet through a =astral angle of 04 °06' 5fi" to the point of b`ci-.ti�n5, ^ing 1.4112± acres. ii n #+ it i l'�\! FiL..SlT Page i or --i- -f —Page(-.) r% DESCRIPTION OF PARCEL 2 From the centerline of intersection of Winter SpringBoule- vard and Northern Way as shown in plat of h'IN7ER8 SPRINGS c NIT FOUR, as recorded in Plat Book 18, Pages 6, cords of Seminole County, Florida, run N.B6 °23'05 "E. along the centerline of Winter Springs Boulevard 282.85 feet; thence 1�.03`36'S5 "h'. 60.00 feet to a point on the North right of way line of said Winter Springs Boulevard, said point being on a curve concave northerly and having a radius of 1085.92 feet; thence from a tangent bearing of 1N'.86 °23'05 "E. run Easterly along the arc of said curve and along said Northerly right of way line 78.01 feet through a central angle of 04 °06'58" to the point of beginning; thence leaving said Northerly right of way line, run N.10 022'14 "W. 173.85 feet to the point of curva- ture of a curve concave Southwesterly and having a radius of 27.E-3 feet; thence run Northwesterly along the arc of said curve 40.44 feet through a central angle of 83 °14'41" to the point of tangency; thence run 5.86 °23'05 "k'. 270.83 feet toga point on the Easterly right of way line of Northern Way (80 RIW) said point being on a curve concave Easterly and having a radius of 1893.55 feet; thence from a tangent bearing of N.01 103158 "k'. run Northerly alono the arc of said curve and along said Easterly right of way line 50.08 feet through a central angle of 01 030'56" to a point; thence leaving said Easterly right of way line run N.86 °2;'05 "E. 267-96 feet to the point of curvature of a curve concave Southwesterly and having a radius of 77.82 feet; thence run Southeasterly along the arc of said curve 113.07 feet through a central angle of 83 014'41" to the point of tangency; thence run S.10 °22'14 "E. :175_00 feet to a point on the aforesaid iortherly right of way line of Winter Springs Boulevard, said point being on a curve`'c concave northerly and having a radius of 1085.92 feet; thence frog, a tangent bearino of S.79 °37'46 "�+'• run Westerly along the line arc of said curve and along said Northerly riche of w23' 50.02 feet throuoh a central angle of 02 °38'21" to the point' of beginninc, containing `herein 0.5979 acres more or less. 1, 6 H EXHIBIT Page n of — ��- Page(s) • UNIT I - GLEN EAGLE - REMAINING LOTS Glen Eagle Unit 17 Lots 16, 17, 21, 22, 23, 28, 29, 30, 31, 32, 33, 35, 36, 39, 40, 41, 42, 43, 54, 98 and 103, GLEN EAGLE UNIT I, according to the Plat thereof as recorded in Plat Book 40, Pages 14 through 17, Public Records of Seminole County, Florida. /C /DET:8738002REM It 11 Page of — Page( UNIT II - GLEN EAGLE - REMAINING LOTS 177, 179, 182, Lots 145, 146, 147, 148, 160, 189, 190, 191, 192, 196, 197, 239► 183, 184, 185, 186., 187, 188, 240, and 257, GLEN EAGLE as recorded in Plat B ook 40 of Seminole County, Florida. /C /DET:8738002REM 111 1► ) -.t'icl�f ! Q 'a Page of Fe ge;;) V GLEN EAGLE UNIT III F= R an gc Township 21 SOU d scribc3 as follov,'s: That portion of Sections 8 and 17morc particularly Seminoic County, Florida, being cr TU S CA�TILLA Z3?�T 13' dint of Ontario Court p ccords of Commence at the radius p es 1 and 2 of the Public R centcrlin- of as rccordcd in Plat Book 29, Pag " E along th.. cminolc County, rlorida; thence run N 00 °3x'33 S c of 1444.94 feet to the eentt:' , 10 30'$0" w said Ontario Court for a distant T 13; thcnc' run o Wa er said TUSCAWIG Point Beginning of the follov,ino Northern Y P for a distance of 330.13 fcct to th described parcel of la ; thence run 1� 66 °2 ,16., VNT N 06oj4$4" f or a distance of ^22.46 thence P run nee of Then.• run 80.91 f aista N 44040'44" W for a distance of -- 4 r �� fee.; thence 140.00 feet; thence run I� 2'c3414 tanctr o1O6`?..� ^ for a distance of dis c g't 9 r tnence run N 66 °5'16 W fora tnence run of 0 e 6 f c t; $. �19 .00 le � for a distznce of 98.3 4., r iol a run N 26045-38" • run 5.- 02 c. �_ 02 fee.; tnence 65 fees; tnenc� 0" .. a dis tan ..° 1 • v S 0., ✓ for c of N 6 °03'36" r I' a distan nV un tnence run 4 v of 770.00 feet, the 7�� 1 a d:s;ance o: °8'50" r, for a d:stanc° S 67 °28 50 'Y*' IOi run ?� b7 tnence run - p.00 e t 480.00 feet; ;$ net of , for 2 distant of 22 °31'10" z foI a d y -un 0.00 et-• tnence run S 1 "0.00 ittt; tnence ; G. I ., - ..f S S S 67 °2S'50" W for a distance °'.00 i �°nct ;un 0. o- run i ;2-�te o 300 etc, •' : G. z %ls cn ;., S °3110., ✓ for a d s - °� �' -, 7' �1 °- taen.- 22 tnence run �� Iee' ..t G. - c d;- Szantt 01 3-16.50 , o �t l C' �'r� :OT G G.S�Ln S S- -0 - - oc 0 i °t- ineac° `u" °r,c06. NT a distzn..- a G= rLn N S, :0 10 tie ' llo.00 fee` t�enct -- -��- G1 1 °0.00 for Z dis nee G= . '06" for a d.st4• 1.00 -et�• tnence rnn ?� S4 �5 Point o= u^ K 'r'r n t E 1 �u i:d �� r f rl Past � cf = ..� r : 1 GLEr EAG:.E Ut\. • � ''1 South, Range :1 Seminole Count)', and 1 Townsh That portion of Scctionan cularly7. dcscribcd]pas follows: Florida, being Mort p xs rccordcL cr TL'SCA�'ILLA UnIT 13'r�onGZ: Commence at the radius point 2 Ontario Court p id Ontario Coun for z distzncc of 'n Plat Book 29, Pages 1 and 2 of the p"b�incRof sa. of Seminole Count);1T 13; thcncc ] ° 3" E alon the cent thcncc run ?� 00 3S'3� g cr said TUSCAN\'1" -1-�' Dint of lr,.�,94 fcct 10 the ccntcrlinc of NO of �'aY p Scet and the run N 00 °3E'33" E along a radial lint for a dhsaty nct 2 f radius Of ofctS21 ^� c p curvaturt of a curve eonea\'t Southeasterly arecl of land: point of gcginnin o of the following described p the Nonhcrly' lc of for z 7hcncc run Southwesterly along thc�aac ihrou said h curvt �E9 57 feet; thcncc lint of said Northern y ° ,,54.. B for z distzncc of 90.62 feet; thcncc run NOS °S�'S�" E thcnccdtn]nnN 05f 5" - t thcncc run S £� °05'06" E for z distance of 19905' let., °.5,40,, E for z distzncc It distance of 73.99 feet; thcncc run S 8� °OS'OG" E tncncedtnlnn S £9f 110 0 - o run th „n ,.. run S £9 °2127" :- for z dlstancc of ,00.00 it run ° f0 z distzncc of CA r oo,00 feet; thcncc run N &4 °40'19" E for z distzncc of ,95.63 fc..�, thcncc run N OE 26'42" N 76°24'17" BE for 2 distzncc of 65.00 fcc.' of 300.00 feet: thcncc run - incncc run h 72 °. 1.10" V,' for z distance , 22 °31l0" �, for z distznc_ 376.50 fret; fcsl; thcncc run >\ _ncc �:n ?� 67 °2£'50" C for z distzncc of 140.00 of 1,0.00 0 Sec:; B for z distance 67 °2£'SC" for 2 distzncc of 30.00 ice;; thence run N 67'29'50" 50.00 feet; inc ncc run N nlr, 1� ?2 °:1 V,' for z distzncc of 5 .,,2p fcc., inen�e ',0' °„6�c:" " for z oislznc- of Zion; ine 0. 140.00 ic.. 1'r,cncc run 1\ 50 -* - ^ run S = ' -`31' ] C ✓ , for 2 disi2nce of 140.00✓ Sc then. c 0, F Fv, N 6702£'50" " -fo. 2 distzncc SDrinc-s Bot]icvzrd (2 r.z\'in< < �` �'2 line of ti inter eur'c concz \'c ro; �c2stcri S 011, L.l \' p..=Al -O:' }' r 'L'%1'c Z.nG 2J0 ^.z '115.00 icct t0 the DOini Of Cu \2iWC 2 0: S2 C. - C' run $OUtDt:2Steny zloni the 2r`1_o52 G7" i0r 2 C /St2:,C_ 107 .E� fc-t; tac-lce r2n]L`S OI - r a i11rOL`Rn 2 CLnlr2l ZDsl 0, \ . 0; 'nu'LS•• r1� y ignt- o: -v,'2y tine = ry con -z - S2lC SGtlihvri rG�'c Cur\'2I1]re Of 2 CL' ^- L, C. S21G 275.'_5 IGGt 10 LI]e Do ;nI Oi rSL `r` _ G' 25 1DLnCe ; n S01l0weSlerl Lcvin� 2 7z0]LS of .OD 1`.`11De =d zloty- L^.t C::11CrIy' D o D; C1Sl =.,C 0: �7. .G t r diUS C; 05C.9 -G ;,�;" of 86 36'10" 0 2 2 .. .. '.. C: 2 ...- ...:iL.l G _ t' 5.:. i CU \ 21::re 0: 2 CL'r GC `.�.. S:1C 210: CC�ADOUaa. ; - -- S- 0 - •�. =_ SC:: :n } ,'�� St� c � ✓:zi ..n_ _ ,` �. gem-• ;' 'v, .G. 2 c:S: DGi G pQh X.1 ` rJ r Page c r -. • N 1 14C Tracts A, B, D, E and Retention Area C, TUSCAWILLA UNIT 14C, ing to the Plat thereof as recorded in Plat Book 36, accord Pages 11 and 12, Public Records o_ Seminole County, Florida. X1-R,B.T II L9 K Page 01 of Pagers) ' • Unit 15 /Parcel 80 of the Map of the Phillip R. Yonae Grant as X11 that in the the Public recorded in Plat Book 1, Pages County, Florida, and 0- f Records of Seminole County, . of the Northeast 1/4 0`- Southeast 1/4 of Section 5 and a portion the Lake Section 6, Township 21 South, Range 31 East, Seminole County Florida, lying South of SR 434 (Old SR 419); North Of Charm Branch of the Seaboard CecordedninRplatoBookn6 , ✓Paaeo39, Farms, Town Sites as .r Florida, less :fight -cf -way for Gardena arms, Public Records of Seminole County, Black Hammock Branch of the S.C.L. Railroac. Ee U— 111,11 'S;T Page —L`�'— of Page!') • Lake Jessup property -DES CZ1 P7'/ 0tU _.. Lots l and ?. Block A, D.R. MITCHELL'S SURVEY OF TH1 -f Lthe,P GRANT hl c Record according to the P1:11 rcccordcd in Plat Book l , P.► ^_c . , of Seminole County, Florida. It Et'iHIFBI T — J _� AC-ge _LZc . Unit 16, South It Begin at the Southeas9corner of Tract 'C ", TUSCOLLA UNIT 12, as recorded in Plat Book 28, Pages 98 through 102, of the Public 'Records of Seminole County, Florida; run N 10° 52' 27" W along the Easterly line of said tract "C" for a distance of 345 feet more or less to the centerline of Bear Creek, said centerline being the Southerly line of BEAR CREEK ESTATES, as recorded in Plat Book 26, Pages 57 through 59 of the Public Records of Seminole County, Florida; thence run Northeasterly along said centerline and said Southerly line for a distance of 246 feet more or less to the centerline of a 100 foot Florida Power Corporation Easement as recorded in Official Records Book 304, Page 215 of the Public Records of Seminole County, Florida; thence run S 74 °24'15" E along said centerline for a distance of 2356.00 feet to a point on the Westerly Right -of -Way line of Northern Way (80 foot R /W), said point being •a point on a curve concave Southwesterly having a radius of 1160.00 feet and a chord bearing of S 30 019'13" W; thence run Southwesterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 32 °03'59" for a distance of 649.21 feet; thence run S 46 °21'13" W along said Westerly Right -of -Way line for a distance of 127.14 feet to a point of curvature of a curve concave Northerly having. a radius of 25.00 feet; thence Northwesterly along the arc of said curve and said Westerly Right -of -Way line through a central angle of 88 013'52" for a distance of 38.50 feet to a point of reverse curvature of a curve concave Southwesterly having a radius of 2080.66 feet; thence run Northwesterly along the arc of said curve and the Northerly Right -of -Way line of Winter Springs Boulevard, (120' R /W) through a central angle of 29 045'53" for a distance of 1080.89 feet; thence run N 75 110148" W along said Northerly Right -of -Way line for a distance of 1047.94 feet to the Point of Beginning. Being subject to a 100 foot drainage easement lying Southerly of, contiguous to and parallel with said Bear Creek. EX. HIB1T Y WINTER SPRINGS - REMAINING LOTS Lots 7 and 8, Block "G ", WINTER SPRINGS, as recorded in Plat Book 15, Pages 81 and 82, Public Records of Seminole County, F. A : i U : f /C /DET : 8 7 3 800 2REM Pzge —�'� r � r C UNIT 12 - TUSCAWILLA - REMAINING LOTS Lot 90, Unit 12, TUSCAWILLA, according to the Plat thereof recorded in Plat Book 28, Page 98, Public Records of Seminole County, Florida. /C /DET:8738002REM 11&4 -- " / r Page a N ' UNIT 14B - TUSCAWILLA - REMAINING LOTS Lots 210, 229, 230, 231, 232, 240, 241, 242, 243, 244, 245, 246, 273, 274 and 2ed,in Unit Plat4BookU37AWPage,6acPublicg Plat Records of thereof record Seminole County, Florida. /C /DET:8738002REM 11 �1 Pa -4e _.1___._ of i 0 UNIT 10 - BEAR CREEK ESTATES - REMAINING LOTS Lots 28, 29, 30 and 36, Unit 10, BEAR CREEK ESTATES, according to the Plat thereof recorded in Plat Book 26, Page 57, Public Records of Seminole County, Florida. InrIt, EX Page of /C /DET:8738002REM tr N BOND Know all men by these presents: y That we, Winter Springs Development Joint Venture, a Florida general r palspip, n organized and existing under the laws of the State of Florida, and g P of business at 900 North Maitland Avenue, Maitland, Florida 32751, as principal, and Continental Casualty Company, a surety company, or of organized oridae whose placeeof of bus ne'ss as d duly authorized to do business in the State CNA Plaza, 55 E. Jackson, Chicago, Illinois 60685, as surety, are held and firmly bound unto THE CITY OF WINTER SPRINGS, FLORIDA or its Trustee or substitute Trustee, as obligee, in the amount of Nine Hundred Forty -Three Thousand One Hundred Seventy-o ntle and Dollars ($943,173.00) for the payment of which sum the said principal and surety do j y bind themselves, their heirs, executors, administrators, successors, and assigns, and each and every one of them firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH THAT: WHEREAS, the above bounden Principal has on the 26th day of April, 1990 entered into a written DEVELOPER AGREEMENT i aforesaid (ERC') for the period water and sewer services for 1,100 equivalent commencing April 26, 1990 through April 30, 1995. and NOW, THEREFORE, if the said Principal shall conditio'nl in said DEVELOPERIAGREE/MENT, faithfully observe, perform, and abide by the a bove then this obligation shall be and become null and void; otherwise, it shall remain in full force and effect. It is further understood and agreed between the parties hereto, that the Surety shall have an annual right, on April 30th of each anniversary hereof, to decrease this bond in a less amount than the $943,173.00 initial bond, to the extent heir ductionlin such add ed to the Utility System prior to such annual anniversary date, amount of $857.43 per each ERC. PROVIDED FURTHER, that regardless of the number of years this bond shall continue or be continued in force and of the number of premiums which shall be payable or paid, the Surety shall not be liable thereunder for a larger amount, in the aggregate, than the amount of this bond. PROVIDED FURTHER, it is understood and agreed that the liability of the surety Mav I. 1994 unless released by the Obligee prior.:thereto. • �V, 1��1.r, , way, L" .ii�s.a...� -- '- JVV V IA► Mat, R P O R A T+ 0 N �. 7 .. -. AN I L L I N O I S C O POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN-FACT .'under Know All Men by these Presents, That CONTINENTAL CASUALTY COMPANY,, a corporation duly organized and existing constitute - laws 01 the State Of Illinois. and hawng Ks pnnapaI office in the City of Chicago. and State Of Illinois, does hereby and appoint Paul G. Kehlrin er Individually ___ _ of Vt lariuv I IV, ,wu Its true and lawful Attorney-in-fact with full power and authority hereby conferred to sign, seal and execute in its behalf bon s, u and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind CONTINENTAL CASUALTY COMPANY thereby as fully and to the same extent as if such Instruments were signed by the duly authorized officers of CONTINENTAL CASUALTY COMPANY and all the acts of said Attorney. pursuant to the authority hereby given are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the following By Law duly adopted by the Board of Directors of the Company. "Article IX— Execution of Documents Section 3. Appointment of Attorney-in-fact. The President or a Vice President ma from time to time, appoint by writtenCerAigat es attorneys-in-fact to act in behalf of the Company in the excecutaon of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys-In -fact, subject to the limitations set forth in their respective certificates of authority, shell have full power to bind the Company by their signature and execution of an such instruments and to attach the seal of the Company thereto. The Presioent or any Vice President or the Board of Directors may at any time revoke all power and authority previously given to any attorney-in-fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 3rd day of April. 1957. "Resolved, that the signature of the President or Vice President and the seal of the Company may be affixed by facsimile on any of the power nd lhefsea�ofelherCompanysmay be affixed byffacsimite to any ce ii Cate of anyssuch Power, and any tpower aorACertsf Cate bearing such facsimile signatures and seal shall be valid and binding on the Company. Any such power so executed anc sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attacheC, continue to be valitl and bindino on the Company." In Witness Whereof, CONTINENTAL CAS 2 LLTT h COMPANY has caused these presents to be signed by its Vice President and its 7 corporate seal to be hereto affixed on this day of September l CONTINENTAL CASUALTY COMPANY State of Illinois .l ss z caiOi•'� County of Cook SEAL J. E. Purtell Vice President. September la 8% . before me personally came On this 28th day of J. E. Purieli. to me known. who, being by me ouly sworn, did depose and say: that he resides in the Village of Glenview. State o' Illinois: that he is a Vice - President of CONTINENTAL CASUALTY COMPANY, the corporation oescnbec in anc which executec the above instrument: ;sat he knows the seat of said Corporation: that the seal affixed to the said instrument is such corporate seal: that r was so affixed pursuant to the said instrument is such corporate seal: trial it was so affixed pursuant to authority given by the Board of Directors of Said corporation and that ne signed his name thereto pursuant to like authority, and acknowledges same to be the act and oeed of Salo corporation. 'J NOTARY / PUBLIC �o�� CO••�`` ' L(esl�ie A. Sm /ith Notary PubllC. CERTIFICATE My Commission Expires November 12, 1990 I. f:. C. Vonnahme. Assistant Secretary of CONTINENTAL CASUALTY COMPANY, oo hereby certify that the Power of Attorney herein above se; lortn is still in torte. anc turiner, certrty Ina; Section s of Article IX o' ;ne 6y -Laves o! the Comoam• anC the Resolution o' the Boaro of Directors. se'. form in laic Power o'. Attorney are still in force. In testimony v.he�e2' ! have hereunto subscribed my name and atiixec. the seal of the Salo Company this 25th day o` Aprl' lc 90 C. Vonn a ahme Assistant Secretary. •, �, M. IVY• •. 5��: i INV. NO. G•56623 -A Form 1.23142.6 „ „ EXHIBIT B 2 of 2