HomeMy WebLinkAbout2017 01 09 Consent 307 Catalyst Development AgreementCOMMISSION AGENDA
ITEM 307
REQUEST:
Informational
Consent
X
Public Hearings
Regular
January 09, 2017 KS BF
Regular Meeting City Manager Department
The Community Development Department requests City Commission approval of the First
Modification of the Development Agreement with Winter Springs Holdings, Inc. for a
previously approved multi - family residential project located on the east side of Tuskawilla
Road, north of S.R. 434 and west of Michael Blake Boulevard.
SYNOPSIS:
Final Engineering plans and an associated Development Agreement Modification for the
Pollack Shores multi - family residential project were approved by the City Commission in
December 2015. This agenda item updates the Development Agreement First Modification
based on recent City Code changes and minor changes to the development plans requested
by the new residential project developer, Catalyst Development Partners.
CONSIDERATIONS:
. At the December 14, 2015 City Commission meeting, the Commission approved the
Final Engineering plans, Aesthetic Review, and Development Agreement First
Modification with Winter Springs Holdings, Inc., for the Pollack Shores multi - family
residential project in the Winter Springs Town Center.
. The approved Pollack Shores project consisted of 279 apartment units and associated
site infrastructure and amenities, located on the east side of Tuskawilla Road, north
side of S.R. 434, and west of Michael Blake Boulevard.
. Winter Springs Holdings did not execute the Development Agreement Modification
and the Pollack Shores Real Estate Group has declined to pursue the project.
Consent 307 PAGE 1 OF 3 - January 09, 2017
In August 2016, Catalyst Development Partners, LLC contacted the City seeking to
proceed with the apartment project in the same format that was previously approved.
Catalyst reviewed the approved documents, including the Development Agreement
Modification, and met with Staff to discuss several minor proposed changes to the
Agreement.
The proposed First Modification of the Development Agreement (Exhibit A) replaces
the previously approved (but not signed) Agreement and incorporates the following
changes:
1. Reduces the total number of multi - family apartment units permitted on the
property from 300 to 283, with the 283 units to be entirely located within the
initial development phase. The initial development phase was previously 279
units; however, Catalyst has requested the option of adding four additional
units near the clubhouse area for a total of 283.
2. Stipulates that transportation impact fee credits shall be applied first to the 283
multi- family units, then to non - residential uses in the initial phase of the
development (west of Michael Blake Boulevard), and then finally to any non-
residential uses on the property east of Michael Blake Boulevard.
3. Reduces the amount due for the Arbor Fee based to match the recently updated
Arbor Ordinance.
FISCAL IMPACT:
The revised First Modification of the Development Agreement includes a reduction in the
Arbor Fee from $275,750 to $149,660, based on the recently adopted changes to the Arbor
Ordinance. The Agreement also includes new conditions on the use of excess transportation
impact fees, which can now only be applied to non - residential future development on the
property.
COMMUNICATION EFFORTS:
This Agenda Item has been electronically forwarded to the Mayor and City Commission,
City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and
the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the
respective Meeting Agenda which has also been electronically forwarded to the individuals
noted above, and which is also available on the City's Website, LaserFiche, and the City's
Server; has been sent to applicable City Staff, Media/Press Representatives who have
requested Agendas /Agenda Item information, Homeowner's Associations/Representatives
on file with the City, and all individuals who have requested such information. This
information has also been posted outside City Hall, posted inside City Hall with additional
copies available for the General Public, and posted at six (6) different locations around the
City. Furthermore, this information is also available to any individual requestors. City Staff
is always willing to discuss this Agenda Item or any Agenda Item with any interested
individuals.
RECOMMENDATION:
Staff recommends the City Commission approve the First Modification of the Development
Consent 307 PAGE 2 OF 3 - January 09, 2017
Agreement with Winter Springs Holdings, Inc., and authorize the City Manager and the
City Attorney to prepare and execute any and all applicable documents.
ATTACHMENTS:
1. Exhibit A - First Modification Developer's Agreement (10 pages)
Consent 307 PAGE 3 OF 3 - January 09, 2017
*:/:11:31x_1
THIS INSTRUMENT WAS
PREPARED BY AND SHOULD BE
RETURNED TO:
Anthony Garganese
City Attorney of Winter Springs
Garganese, Weiss &
D'Agresta, P.A. 111 N. Orange
Avenue, Suite 2000
Orlando, FL 32802
(407) 425 -9566
FOR RECORDING DEPARTMENT USE
ONLY
FIRST MODIFICATION
OF DEVELOPMENT AGREEMENT
(Multi- family/Mixed Use Apartment Project-
S.R. 434)
THIS FIRST MODIFICATION OF DEVELOPMENT AGREEMENT (the "First
Modification ") is made and executed this day of January, 2017 ( "Effective Date "), by and
between the CITY OF WINTER SPRINGS, a Florida municipal corporation (the "City "), whose
address is 1126 East S.R. 434, Winter Springs, Florida 32708, and WINTER SPRINGS
HOLDINGS, INC.., a Delaware corporation, ( "Developer "), whose address is 900 Seventh Street
NW, Washington, D.C. 20001.
WITNESSETH:
WHEREAS, Developer is the fee simple owner of certain real property currently located
in the City of Winter Springs, Florida and within the Town Center, more particularly described
in that certain Development Agreement, dated March 10, 2015, and recorded in the Official
Records of Seminole County, Florida at Official Record Book 8446, Pages 1131 -1144 ( "Original
Development Agreement "); and
WHEREAS, on December 14, 2015, the City Commission approved the final
engineering plans submitted by the Developer for the Project, subject to a First Modification of
Development Agreement which was approved by the City Commission ( "Original First
Modification "). A copy of said final engineering plans are on file at the City of Winter Springs
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 1 of 7
City Hall ( "Final Engineering Plans "); and
WHEREAS, subsequent to the City Commission's approval of the Final Engineering Plans
and the Original First Modification, Developer did not execute the Original First Modification and
deliver it to the City; and
WHEREAS, the Parties now desire to amend the Original First Modification approved by
the City Commission, and approve and execute this new version of the First Modification as a
condition to the Final Engineering Plans and Aesthetic Review approved by the City Commission
on December 14, 2015, as if this new First Modification was approved simultaneously with the Final
Engineering Plans; and
WHEREAS, the City and Developer desire to set forth the following terms and
conditions with respect to the development of the Property; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated
herein by this reference including, but not limited to, the new definitions created in the
parentheticals for the terms "First Modification," "Final Engineering Plans," and "Original
Development Agreement." This First Modification shall be deemed a material part and condition
of the Final Engineering Plans.
2. Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act and pursuant to Section 20- 321(b) (2) of the Town Center District Code.
3. Project Obligations and Commitments. In consideration of the City and
Developer entering into this First Modification, the Developer and the City hereby agree as
follows:
(a) Improvements to the City Collector Road System. The Final
Engineering Plans depict improvements to Michael Blake Boulevard from S.R. 434 to the Cross -
Seminole Trail, and Tree Swallow Drive from Tuskawilla Road to Michael Blake Boulevard.
Both Michael Blake Boulevard and Tree Swallow Drive are City Collector Roads and are
therefore eligible for Transportation Impact Fee Credits. Developer hereby agrees to construct
Michael Blake Boulevard and Tree Swallow Drive, at its expense and as depicted on the approved
Final Engineering Plans, which plans are described in further detail on Attachment "1" attached
hereto, and which improvements include construction of roadway, stormwater, landscape and
hardscape improvements (collectively, the "Roadway Improvements "), in exchange
for an award from the City of Winter Springs transportation impact fee credits in a maximum
amount of Six Hundred Twenty Thousand Four Hundred Thirty Seven and 41/100 Dollars
($620,437.41) (the "Approved Transportation Impact Fee Credit "). The costs eligible for the
Transportation Impact Fee Credit shall consist solely of the Developer's actual construction costs
for the Roadway Improvements, plus construction of the S.R. 434 westbound right -turn
deceleration lane at Michael Blake Boulevard. All construction expenditures eligible for
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 2 of 7
transportation impact fee credits shall be subject to approval by the City Engineer in advance
of construction, with such approval not being unreasonably withheld or delayed. Any
construction costs over the Approved Transportation Impact Fee Credit shall be the Developer's
sole responsibility. Developer agrees to complete construction of the Roadway Improvements and
the City shall accept construction thereof through its applicable site acceptance procedures, prior
to the first certificate of occupancy being issued by the City for any apartment building. Prior to
final acceptance, Developer shall provide the City with copies of all applicable invoices, receipts,
proof of payments, lien releases, warranties, maintenance letters of credit, and all documentation
necessary for the City Engineer's approval of the final amount of the Transportation Impact Fee
Credit. The City shall not be responsible or liable for providing any transportation impact fee
credit which cannot be properly and reasonably documented in writing. The Approved
Transportation Impact Fee Credits are eligible to be applied first to the 283 multi - family units in the
Initial Phase of the development project and thereafter, any remaining Approved Transportation
Impact Fee Credits will be applied to any non - residential land uses first on the portion of the Property
on which the Initial Phase will be constructed and then second to any non - residential land uses on
the portion of the Property labeled as "Future Development" or "Commercial" on the Concept Plan
east of Michael Blake Boulevard until said Credits are exhausted. Notwithstanding any of the
foregoing, the Approved Transportation Impact Fee Credits shall expire five (5) years from the City
Engineer's approval of the final amount of Approved Transportation Impact Fee Credit.
(b) Adjusted City Arbor Fee. The City hereby agrees that the final adjusted
City arbor fee for the Project shall be One Hundred Forty -Nine Thousand Six Hundred Sixty
and No /100 Dollars ($149,660.00) ( "Arbor Fee "). The Arbor Fee is comprised of the following
components:
Tree mitigation credits: $133,500
Specimen tree removal: $ 5,000
Arbor Permit: $ 11,160
Developer agrees to pay the Arbor Fee components to the City at such time said payment of each
component is required by the City Code.
(c) Finished Floor Elevations. The average finished floor elevations as
depicted on the Final Engineering Plans are hereby deemed acceptable to the City and in
compliance with the Town Center Code. The City acknowledges that the elevations vary
depending on the building length and location and that some of the elevations are below and
above the 24" requirement set forth in the Town Center Code. However, the City agrees that the
overall average of the elevations complies with the intent and purpose of the Town Center Code
requirement.
(d) Balcony Restrictions. The following covenant shall apply to all apartment
balconies:
Balconies shall be kept clean and tidy at all times by occupants of the units in order
to avoid visual clutter and nuisances. No noxious or offensive activities shall be
carried on upon any balcony. Draping towels, clothing and other items over
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 3 of 7
balcony rails; storing junk or other non -patio type items upon balconies; storing
flammable and combustible liquids; and the use of heat producing appliances
including outdoor cooking devices shall be prohibited. Outdoor patio tables and
chairs, plants, and small household decorative patio items shall be permissible.
The aforesaid shall be considered a minimum covenant and nothing herein shall prohibit the
Developer and any on -site management company or Owner's Association required by Paragraph 3
(g) of the Original Development Agreement from adopting a more stringent balcony covenant.
Further, nothing herein is intended to restrict or limit the enforcement of any applicable City Code.
The developer or any on -site management company or Owner's Association shall be required to
notify all occupants of units of this and any other applicable balcony covenant in writing at the
commencement of each unit occupancy and as often as necessary to ensure compliance. In addition,
the Developer or any on -site management company or Owner's Association shall strictly enforce
the aforementioned balcony covenant and shall be liable to the City for failure to adequately enforce
the covenant.
(e) Conveyance of Real Property. In consideration for the City agreeing to the
terms and conditions stated herein, the sufficiency of which are hereby acknowledged by the
Developer, the Developer agrees to convey, free and clear of all encumbrances, liens and mortgages,
approximately 2.2 acres, more or less, of real property generally depicted as "civic /public area" on
Attachment "2 ", which is attached hereto and fully incorporated herein by this reference (Conveyance
Property) to be used for municipal purposes pursuant to the Town Center Code. Within sixty (60)
days from the effective date of this First Modification, the Developer shall provide the City with an
acceptable legal description n of the Conveyance Property. The Developer recognizes and agrees
that the southern boundary of the Conveyance Property, which shall be surveyed and legally
described, shall also serve as the northern boundary of the future Tree Swallow Road depicted on
the Final Engineering Plans. As such, the Developer shall ensure that the southern boundary of the
Conveyance Property allows a sufficient amount of real property for the future Tree Swallow Road
in accordance with the requirements of the City Code. Said conveyance shall occur by warranty
deed within ninety (90) days from the date that the City receives the surveyed legal description
required by this First Modification unless the closing time period is extended by mutual consent.
The City Attorney will prepare the ordinary and customary closing documents required for the
conveyance and the City will be responsible for all closing costs, except that the Developer shall
be responsible for any costs related to clearing or remedying any defects of title or encumbrances
deemed not reasonably acceptable to the City.
(f) Decorative Regulatory Signage and Lighting. Prior to the issuance of a
certificate of completion and acceptance of the infrastructure, the Developer and the City shall enter
into a separate Use and Maintenance Agreement outlining responsibilities related to the decorative
street lights and signage required by the Final Engineering Plans, including, but not limited to, the
cost differential between maintaining standard street lights and signs and the decorative street
lighting and design requirements of the Town Center Plan. Said agreement shall substantially
conform to the standard decorative street light and signage form agreement that was previously
approved by the City Commission to be utilized on a citywide basis which shall be assignable and
run with the land. The Developer acknowledges that if the subject Property is ever conveyed to a
third party including, but not limited to, a condominium association, the Developer will assign the
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 4 of 7
Use and Maintenance Agreement to the third party for continuation of obligations related thereto
which shall run with the land.
(g) Number of Dwelling Units. The approved Final Engineering Plans show
279 multi - family units. An additional four (4) multi- family units shall be permitted as part of the
Initial Phase of development, subject to City staff review and approval, bringing the total number
of multi - family units in the Initial Phase to 283. No additional multi - family units shall be
permitted on the Property, and the terms "Commercial/Residential Mixed -Use" and
"Residential/Multi- Use/Mixed -Use" are hereby deleted from the Concept Plan and replaced with
"Commercial." A revised Concept Plan as set forth in Attachment "Y' is hereby adopted and
incorporated by reference herein.
(h) Performance and Maintenance Security for Public Improvements. The
Developer will deliver to the City an original irrevocable Letter of Credit or cash escrow deposit
( "Infrastructure LOC ") in a dollar amount reasonably determined by the City, based on an estimate
by a duly qualifies engineer, to be financially sufficient to cover the cost of completion of all public
infrastructure improvement within the Michael Blake Boulevard right -of -way, as required by the
Final Engineering Plans, including, but not limited to, reconstructing portions of Michael Blake
Boulevard, drainage facilities, sidewalks, water and sewer facilities and landscaping. The purpose
of the Infrastructure LOC shall be to ensure that the Developer completes the construction and
installation of the infrastructure in accordance with the requirements of the Final Engineering Plans.
The Infrastructure LOC shall be delivered no later than the Developer commencing construction of
the aforementioned public improvements. In addition, the Infrastructure LOC shall be maintained
in good standing for the benefit of the City until the infrastructure is accepted by the City. Upon
acceptance of the infrastructure by the City, the City shall promptly return the Infrastructure LOC
to the Developer.
In addition, at such time the City accepts any and all of the public streets and
infrastructure improvement associated with the Final Engineering Plans including, but not limited
to, the improvements related to Michael Blake Boulevard, the Developer will deliver to the City an
original irrevocable Letter of Credit or cash escrow deposit ( "Maintenance LOC ") in a dollar
amount reasonably determined by the City, based on an estimate by a duly qualified engineer to be
financially sufficient to cover the cost of maintenance of the required and installed public streets
and improvements for two (2) years after the date of the completion and acceptance by the City. In
addition, the Maintenance LOC shall be maintained in good standing for the benefit of the City
until it is released by the City, less any applicable deductions related to maintenance costs incurred
by the City, promptly at such time the two year period expires. The City reserves the right to
require separate Maintenance LOCs if the public infrastructure is completed and accepted by the
City in phases, and, if so required, each acceptance shall be subject to its own two year maintenance
term.
4. All other terms of the Original Development Agreement not modified by the
provisions of this First Modification shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 5 of 7
date first above written.
ATTEST:
IM
Andrea Lorenzo Luaces, City Clerk
CITY SEAL
CITY OF WINTER SPRINGS
Charles Lacey, Mayor
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter
Springs, Florida, only.
Dated:
M.
Anthony Garganese, City Attorney for
the City of Winter Springs, Florida
[Signature blocks continued on following page.]
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 6 of 7
Signed, sealed and delivered in the
presence of the following witnesses
Signature of Witness
Printed Name of Witness
Signature of Witness
Printed Name of Witness
DISTRICT OF COLUMBIA
WINTER SPRINGS HOLDINGS, INC., a
Delaware corporation
0
Print name:
Its President
The foregoing instrument was acknowledged before me this day of
, 2017, by , as President of Winter Springs Holdings, Inc., a
Delaware Corporation, on behalf of said corporation. He is personally known to me or produced
as identification.
(NOTARY SEAL)
(Notary Public Signature)
First Modification
Developer's Agreement
City of Winter Springs and Winter Springs Holdings, Inc.
Page 7 of 7
ATTACHMENT "1 ":
Final Engineering Plan Sheets
Winter Springs Apartments Plan Sheet No.
Revision Date
S/S Date
C1.0 COVER SHEET
11/19/15
11/19/15
C2.0 DEMOLITION PLAN
11/19/15
11/19/15
C3.0 SWPPP PHASE 1 PLAN
10/13/15
11/19/15
C4.0 SWPPP PHASE 2 PLAN
11/19/15
11/19/15
C5.0 SWPPP DETAILS & NOTES
10/13/15
11/19/15
C6.0 MASTER SITE LAYOUT PLAN
11/19/15
11/19/15
C6.1 ROUNDABOUT SIGNAGE AND DETAILS
10/13/15
11/19/15
C6.2 TRUCK ACCESS PLAN
11/19/15
11/19/15
C7.0 SITE PLAN -WEST
11/19/15
11/19/15
C8.0 SITE PLAN - EAST
11/19/15
11/19/15
C9.0 SITE PLAN - NORTH
11/19/15
11/19/15
C10.0 GRADING PLAN -WEST
11/19/15
11/19/15
C11.0 GRADING PLAN - EAST
11/19/15
11/19/15
C12.0 GRADING PLAN - NORTH
11/19/15
11/19/15
C13.0 MASTER UTILITY PLAN
10/13/15
11/19/15
C13.1 WATER SERVICES DETAIL PLAN
11/19/15
11/19/15
C14.0 UTILITY PLAN -WEST
11/19/15
11/19/15
C15.0 UTILITY PLAN - EAST
11/19/15
11/19/15
C16.0 UTILITY PLAN - NORTH
10/13/15
11/19/15
C17.0 PLAN AND PROFILE SHEET 1 -TREE SWALLOW
ROAD
11/19/15
11/19/15
C18.0 PLAN AND PROFILE SHEET 2 -TREE SWALLOW
ROAD
11/19/15
11/19/15
C19.0 PLAN AND PROFILE SHEET 3 -TREE SWALLOW
ROAD
11/19/15
11/19/15
C20.0 PLAN AND PROFILE SHEET 1 - MICHAEL BLAKE
BLVD.
11/19/15
11/19/15
C21.0 PLAN AND PROFILE SHEET 2 - MICHAEL BLAKE
BLVD.
11/19/15
11/19/15
C22.0 PLAN AND PROFILE SHEET 1 - PERIMETER ROAD
11/19/15
11/19/15
C23.0 PLAN AND PROFILE SHEET 2 - PERIMETER ROAD
11/19/15
11/19/15
C24.0 PLAN AND PROFILE SHEET 3 - PERIMETER ROAD
11/19/15
11/19/15
C25.0 SWALE PLAN
11/19/15
11/19/15
C26.0 STORMWATER POND SHEET
11/19/15
11/19/15
C27.0 LIFT STATION DETAIL
10/13/15
11/19/15
C28.0 WATER DETAILS
11/19/15
11/19/15
C29.0 SANITARY SEWER DETAILS
10/13/15
11/19/15
C30.0 GENERAL SHEET DETAIL SHEET 1
11/19/15
11/19/15
C31.0 GENERAL SHEET DETAIL SHEET 2
10/13/15
11/19/15
C32.0 PERIMTER ROAD CONSTRUCTION MOT PLAN
11/19/15
11/19/15
I
ATTACHMENT "2 ":
Legal Descri to ion
1979-:1013 r WSTC PHASE II JOB NO: 13U34
CIVIC J PUBLIC AREA DATE: 12109A5
j r YJI 147 ER CPRI NGS APARTMENTS
'HINTER SPRINGS HOLDINGS. INC- BY FAP
.NINTER SPRINGS. FL
SCALE: NTS
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Attachment "Y: Revised Pollack Shores Concept Plan
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