2012-38 UTILITY CONSTRUCTION REIMBURSEMENT
(PIONEERING) AGREEMENT
THIS AGREEMENT made as of the day of 2012, between THE CITY
OF CLERMONT, FLORIDA, hereafter referred to as the "City,' and CLERMONT MOTOR
SALES, LLC, a Florida Limited Liability Company, hereafter referred to as the "Developer,"
WITNESSETH:
THAT Developer is constructing a project on the real property described on Exhibit "A"
attached (hereafter called the "Development "). The City will be providing water utility services
to the Development as described more particularly below. Developer will be constructing certain
infrastructure to support the provision of these utility services, as described on Exhibit "B"
attached (hereafter called the "Infrastructure "). The parties have entered into this Agreement to
set forth the terms and conditions under which Developer will be entitled to partial
reimbursement for the cost of the Infrastructure.
NOW THEREFORE, for and in consideration of the construction of the Infrastructure,
the provision of utility services to the Development by the City, and the mutual covenants and
promises contained in this instrument, the parties do hereby agree as set forth below:
1. Water utility services will be provided to the Development by the City and as set
forth in that certain Water and Wastewater Services Agreement between the parties dated
January 25, 2011.
2. The portion of the Infrastructure for which Developer is entitled to reimbursement
under this Agreement is described specifically on Exhibit "C" attached. During the term of this
Agreement, any time a new user connects to the portion of the Infrastructure described on
Exhibit "C," Developer will receive reimbursement as provided herein. However, Developer
shall not under any circumstances be entitled to any reimbursement for new connections to any
portion of any infrastructure other than that described on Exhibit "C."
3. The term of this Agreement shall be for ten (10) years from the date this
Agreement is approved by the Clermont City Council (unless terminated earlier as provided
below because total reimbursement to Developer has reached the maximum amount specified).
Developer shall be entitled to reimbursement for any new water utility connections to the portion
of the Infrastructure described on Exhibit "C" which are placed into final service within the term
of this Agreement and for which City receives impact fee payments, but shall not be entitled to
reimbursement for any new connection not placed into final service prior to the expiration of the
term of this Agreement.
4. The amount and manner of reimbursement to Developer under this Agreement is
set forth on Exhibit "D" hereto. Developer shall be reimbursed in the actual amount of the
construction costs determined in the manner set forth in Exhibit "D ", hereinafter referred to as
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"Actual Construction Cost ".. In no case shall Developer receive reimbursement which exceeds
Two Hundred Seventy Seven Thousand Five Hundred One Dollars ($277,501.00). At such time
as the total of all reimbursement to Developer hereunder equals the Actual Construction Cost or
the above - stated limit, this Agreement shall terminate and Developer shall not be entitled to any
further reimbursements hereunder.
5. This Agreement sets forth the entire understanding of the parties with regard to its
subject matter of utility construction reimbursement from new water connections. It supersedes
and takes precedence over any and all prior negotiations, representations and agreements, oral or
written, all of which are deemed to have merged into this Agreement and to have been
extinguished except to the extent specifically set forth herein. It is specifically set forth that this
Agreement is supplemental to and does not supersede or extinguish the Water and Wastewater
Service Agreement between the City and Clermont Motor.Sales, LLC dated January 25, 2011 as
such agreement may be amended or replaced. This Agreement may not be amended orally, by
implication, by course of conduct, or in any other manner whatsoever than by way of a written
instrument signed by both parties hereto or their lawful successors. This Agreement shall be
construed in accordance with the laws of Flonda and venue for any action or proceeding arising
out of this Agreement shall be in Lake County, Florida. This Agreement shall be binding on the
parties hereto, as well as on their lawful successors and assigns. Each party represents for the
benefit of the other that it has not entered into this Agreement in reliance on, or on the basis of,
any promise, negotiation, representation, undertaking or agreement of the other party, oral or
written, which is not specifically set forth within this Agreement. This Agreement shall not be
bmding on the City until it has received approval by a majority vote of the City Council of the
City of Clermont at a public meeting, where a quorum was,present, at which this Agreement was
duly placed on the agenda for approval. In the event 'of any litigation arising out of this
Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and
court costs (at trial, on appeal, or in any proceeding involving bankruptcy or insolvency) m
addition to any other relief obtained.
6. If the City sells or transfers one or more of its utility operations covered by this
Agreement, it may assign its rights and delegate its duties hereunder to the person or entity to
which the utility operations are assigned and upon such assignment and delegation in writing the
City shall be relieved of further obligations hereunder, provided that the assignee of the City's
utility operations assumes such obligations in writing. Unless it first receives written permission
from the City, Developer may not assign its rights or delegate its duties hereunder, either outright
or as collateral or security for any loan or other obligation, except as part of a transfer of
ownership of the Development other than through the sale of property and assets in the ordinary
course of business.
7. If Developer becomes delinquent in payment of any amount due the City for any
reason, during the term of this Agreement, the City may withhold any reimbursement due
Developer under this Agreement and offset it against the past due debt owed by Developer to the
City, until such debt is paid in full, together with any interest or other additional charges incurred
thereon. If Developer violates any provision of the City's codes and ordinances, its approved site
plans or development plans, or the conditions of any permits or approvals issued to the
Developer by the City, the City may withhold payment of reimbursements due Developer
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hereunder until all such violations have been abated fully.
8. Approval and execution of this Agreement by the City shall not be deemed to
constitute approval by the City of any aspect of the Development, nor shall it be construed as
permission to proceed with any portion of the Development. Developer shall still be required to
obtain all necessary permits and approvals from the City and other governmental bodies before
commencement or continuation of work on the Development.
9. The City's obligation to pay reimbursement to Developer under this Agreement is
contingent on the completion by Developer of construction of the Infrastructure m accordance
with applicable City and other standards, the plans and specifications for the Infrastructure
(which must be approved in writing by the City prior to commencement of construction), and
any other applicable codes and standards imposed by any level or agency of govemment, upon
payment in full by Developer of the costs of such construction (including but not limited to
design and engineering, materials, and labor), upon acceptance of the Infrastructure by the City
into its utility system for operation and maintenance as part of the overall City system and upon
payment in full to City by future users of all impact fees "related to the connection to the
Infrastructure described in Exhibit "C ". Nothing in this Agreement shall be construed to require
the City to accept or approve the Infrastructure until it is in full compliance with the plans and
specifications, and all applicable codes and standards.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives
to set their hands and seals to this Agreement.
THE CITY OF CLERMONT, FLORIDA
2 / � � .
Attest: .f , BY:
Tracyrkroyd, CI CLERK aro d S. Turville, Jr.,
MAYOR
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"DEVELOPER"
CLERMONT MOTOR SALES, LLC,
,pct fel c a Florida Limited Liability Company
(Type or print name of witness) d/b /a Toyota of Clermont
BY:
►r e: oseph ' • 'glia
, \/..3 Title: Managing Member of Clermont
(Type or print name of witness) Motor Sales, LLC, d/b /a Toyota of
Clermont
State of Flonda
County of Dm
The foregoing instrument was acknowledged before me this `28 day of ,
2012, by Joseph Siviglia as Managing Member of Clermont Motor Sales, a Florida Limit
Liability Company, doing business as Toyota of Clermont. Said person (check one) [,K
personally known to me or [ ] produced as identification.
Print Name: E Ve4/v? & 2. MEM , � nAVOa i N EEA 006647 Notary Public, State of Florida
, = EXPIRES November 5, 2014
Beaded Thu Notary Public (Menders
Commission No.: 66 06 !Q (o 47
My Commission Expires: /I/Os/4
(SEAL)
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROJECT
LAKE HIGHLANDS 26 -22 -26 BEG AT NE COR OF SEC, RUN S 0 -40 -12 W 1183.47 FT TO
N R/W LINE OF SR 50, N 89 -09 -12 W 680.32 FT, N 0 -25 -53 W TO N LINE OF SEC, E
ALONG SAID N LINE OF SEC TO POB, BEING TRACTS 1 & 16, PART OF TRACTS 2 &
15A PB 3 PG 52 ORB 2754 PG 2314
Containing 18.48 acres, more or less
AND
LAKE HIGHLANDS 23 -22 -26 BEG AT SE COR OF SEC, RUN N 0 -39 -25 E 464.58 FT TO
S'LY R/W LINE OF RR, N 66 -13 -46 W ALONG SAID S'LY R/W LINE OF RR A DIST OF
780.30 FT, S 0 -25 -53 E TO S LINE OF SEC, E ALONG SAID S LINE TO POB, BEING PART
OF TRACTS 50A & 63, ALL OF TRACT 64 —LESS FROM SE COR OF SECTION 23 RUN
N 0 -39 -25 E ALONG E LINE OF SE 1/4 A DIST OF 464.58 FT TO N LINE OF TRACT 64, N
66 -13 -46 W ALONG SAID PROJECTION LINE & N LINE OF SAID TRACTS 64 & 50 -A
780.30 FT, S 0 -25 -53 E 76.75 FT TO A POINT ON S LINE OF 200 FT WIDE R/W FOR ACL
RR R/W & POB, RUN S 66 -13 -46 E R/W LINE 350.25 FT, N 89 -09 -48 W 319.54 FT, N 0 -25-
53 W 136.51 FT TO POB—PB 4 PG 11, ORB 2754 PG 2314
Containing 9.84 acres, more or less
Total: Containing 28.32 acres, more or less
Lake County Alternate Key Numbers:
1048699
3835574
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EXHIBIT `B"
DESCRIPTION OF THE INFRASTRUCTURE
Water Distribution in accordance with FINAL APPROVAL LETTER from Lake County,
Flonda for Toyota of Clermont — Major Site Plan Amendment (Project #200710009 /Application
Request #1746) dated January 28, 2011
Project Description:
Construction of a 12 -inch water main connecting to the existing 16 -inch water main on County
Road 455, along Old Highway 50, along Autoplex Lane and connecting to the existing 12 -inch
main on State Road 50 and as more fully described in the' Toyota of Clermont Site Plans
prepared by Spring Engineering, Inc., seal date February 16, 2011 and as approved by City.
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EXHIBIT "C"
DESCRIPTION OF PORTION OF INFRASTRUCTURE FOR WHICH
REIMBURSEMENT IS PAYABLE
_
Scope of Work
- 12 " LIP � • -• _ .. ,_�__� r _ _ � �. _ � _ ., � _
EJtility Easement QTY U/M
16 x 12 Tapping valve and sleeve 1 LS
12" DIP water 1,676 LF
10" Fire line 193 LF
6" Fire line ( hydrant) 112 LF
Open cut and repair asphalt driveway (4 EA) 150 SY
Silt fence 1,406 LF
12" Gate valve 9 EA
10" Gate valve 2 EA
6" Gate valve 2 EA
Fire hydrant assy 2 LS
12" x 10" T 2 EA
12 "x6" T 2 EA
12" X 2" saddle 1 EA
Misc water line fittings 1 LS
Testing 1 LS
Sub Total for Utility Easement
County I OW QTY U/M
16 x 12 Tapping valve and sleeve 1 LS
Open cut and repair asphalt drive 25 SY
6" Directional bore (3 EA) 90 LF
10" Directional bore (4 EA) 100 LF
Silt fence 2,070 LF
Sod Restoration 2,295 SY
Fire hydrant assy. 3 EA
12" gate valve 4 EA
10" Gate valve 8 EA
12" DIP water 2,066 LF
10" PVC 125 LF
6" PVC 90 LF
Misc water line fittings 1 LS
Testing 1 LS
Sub -total drainage
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EXHIBIT "D"
FORMULA FOR REIMBURSEMENT
Reimbursement to Developer shall be based on the actual cost of construction of the
Infrastructure improvements described in Exhibit "C ". Upon completion of the improvements
and acceptance by the City in accordance with the construction plans and applicable City codes,
Developer shall submit to City an itemized list of the actual cost to construct the improvements,
including any oversizing costs requested by City, which shall be certified by a Florida
Professional Engineer. Upon acceptance of the certification of actual costs by City, the
Reimbursable Construction Cost for purposes herein shall be determined by the following
formula:
Engineer's Certification of Actual Cost of Infrastructure
less 10% (estimated use by Developer of
Capacity Created by Infrastructure)
less Engineer's Cost of Oversizing requested by City
AMOUNT OF REIMBURSABLE CONSTRUCTION COST
All reimbursements to be provided herein shall be paid by City from collected water impact fees
paid by future water utility lisers. For each connection to the Infrastructure identified in exhibit
"C" the City shall pay to Developer 50% of the collected impact fee until such time as the
Reimbursable Construction Cost or $277,501.00 is reimbursed or the Term of this Agreement
expires. The City shall make all reimbursement payments quarterly based on the City's fiscal
year of October 1 — September 30.
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