HomeMy WebLinkAboutBarclay Woods II, LLC Developer's Agreement -2005 03 04BKO~UN, GARCsAN~SE, WEISS & D'AGRESTA, P.A.
Attorneys at Lrzzv
~'sher L. Brown ~ Offices in Orlando, hissimmee, Debra S. Babb-Nutcher°
~eCfrev P. Buale° Cocoa & Viera Joseph I/. Blitch
Suzanne lY.Agresri° Victoria L. Cecil
\nthonv .A. Garganese° Scott J. llornstein
~clfie~ S- A\,'ciss :~m~' J. Goddaid
Katherine Latorre.
~13oard Ccrtified Ci~-i1 "1'rtal La~~ cr
°lioard Ccrtified Cin-, Cotmt<r & I_,ocal Erin J. O'Leai~
Government L,.i~~, J. ~k'. 1~a~Tlor
U f Cazrn.rel
JUne 22, 2~~5
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Re: Development Agreement
City of Winter Springs/Barclay Woods II, LLC.
Our Filc No.: 1193
Dear Andrea:
Enclosed please find the original recorded Development Agreement between the City of
Winter Springs and Barclay Woods II, LLC. This original is being provided to your office for
safekeeping.
Should you have any questions, do not hesitate to call.
Very truly yours,
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ASF i"14~ PRG:°~~~.tl~~ Fii AMLf~{J' 4/~~1~.
Anthony A. Garganese
City Attorney
AAG/Ig
Enclosure
225 East Robinson Street, Suite 660 • P.O. Box 2873 • Orlando, Florida 32802-2873
Orlando (407) 425-9566 Fax (407) 425-9596 • Kissimmee (321) 402-0144 • Cocoa & Viera (866) 425-9566
Website: www.orlandolaw.net • Email: agarganese@orlandolaw.net
THIS INSTRUMENT WAS PREPARED BY:
Patrick K. Rinka, Esquire
Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
215 North Eola Drive
Post Office Box 2809
Orlando, FL 32802-2809
(407)843-4600
AND SHOULD BE RETURNED TO:
Anthony Garganese, Esquire
Brown, Garganese, Weiss & D'Agresta, P.A.
225 E. Robinson St., Suite 660
Orlando, FL 32801
(407) 425-9566
DEVELOPER'S AGREEMENT
THIS DEVELOPER'S AGREEMENT (the "Agreement") is made and executed this
,~~ day of ~~Oru~ ~~-;'2005, by and between the CITY OF WINTER SPRINGS, a
Florida municipal corporati (the "City"), whose address is 1126 East S.R. 434, Winter Springs,
Florida 32708, and BARCLAY WOODS II, LLC, a Florida limited liability company ("Barclay
Woods"), whose address is 1085 West Morse Boulevard, Suite A, Winter Park, Florida 32789.
WITNESSETH:
WHEREAS, Barclay Woods is the fee simple owner of (or has the contrachlal right to
purchase) certain real property located within the City in Seminole County, Florida and more
particularly described in Exhibit "A" attached hereto and incorporated herein by this reference
(the "Property"); and
WHEREAS, Barclay Woods intends to develop the Property as a single-family
residential (townhouse) community at a density of approximately one hundred eighty-five (185)
units to be known as "Jesup's Landing" (the "Project"); and
WHEREAS, pursuant to the approval of the City Commission on February 28, 2005,
Barclay Woods desires to facilitate the orderly development of the Project on the Property as
depicted in that certain Conceptual Plan for Winter Springs Town Center - 17.15 Acre
Townhouse Site prepared by Canin Associates under Job No. 204055, dated February ,
2005 and approved by the City Commission on February 28, 2005 (the "Conceptual Plan") in
compliance with the laws and regulations of the City; and
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page l of 14
WHEREAS, the City Commission has recommended entering into this Agreement with
Barclay Woods for the development of the Project; and
WHEREAS, in addition to Barclay Woods' compliance with the City Land Development
Code and the City Town Center District Code (together the "Code"), permitting and construction
not in conflict herewith, the City and Barclay Woods desire to set forth the following special
terms and conditions with respect to the development and operation of the Project.
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.
2. Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act.
3. Obligations and Commitments. In consideration of the City and Barclay Woods
entering into this Agreement, the City and Barclay Woods hereby agree as follows:
(a) Approval of Conceptual Plan. The City hereby acknowledges and agrees
that the Concephial Plan is acceptable and was duly approved by the City Commission in
compliance with the laws and regulations of the City. A copy of the Conceptual Plan is
attached hereto as Exhibit "B" and fully incorporated herein by this reference. Barclay
Woods acknowledges and agrees that the Conceptual Plan was prepared with preliminary
dimensions and that during the final subdivision and final engineering process such
dimensions shall be surveyed, duly engineered, and provided to the City. As such,
Barclay Woods and the City agree that the Conceptual Plan is intended to be conceptual
in nature and subject to reasonable adjustments at the final subdivision and final
engineering phase in order to bring the Project into full compliance with the City Code.
(b) Utilities. The City hereby acknowledges and agrees that it currently has
sufficient water and sewer treatment plant capacity available to service the Property and
shall provide such services to the Project as depicted in the Conceptual Plan. Barclay
Woods shall install a six inch sanitary force main, to extend approximately 4,400 feet
from a plamied on-site lift station to the existing six inch force main located south of the
Property near State Road 434 to serve the Property. All water and sewer improvements
required on-site and off-site to service the Property shall be at Barclay Woods' expense.
However, to the extent any other properties utilize the force main constructed by Barclay
Woods, they will reimburse Barclay Woods their prorated share of the force main prior to
construction commencement. The City hereby agrees to provide a temporary
construction easement along the southern border of Central Winds Park to facilitate the
force main construction; provided, however, Barclay Woods shall provide the legal
description for such easement. The terms and condition of said easement shall be in a
form acceptable to the City Attorney.
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 2 of 14
(c) Constriction of Orange Avenue Segment. Subject to final City approval,
Barclay Woods agrees to (a) design and permit that portion of Orange Avenue
contemplated in the City's Town Center Transportation Master Plan as a fifty (50) foot
right-of--way to run from Tuskawilla Road to Central Winds Park, and (b) construct that
portion of such Orange Avenue from Tuskawilla Road to the western boundary of the
Property (together the "Orange Avenue Segment"); provided, however, the City shall
reimburse Barclay Woods for the reasonable costs thereof or provide transportation
impact fee credits as set forth below. For purposes of this Agreement, (i) the design costs
subject to City approval shall include the costs and expenses of land surveying, civil
engineering, landscape architecture, and irrigation design, and (ii) the construction costs
shall include the costs and expenses for clearing, grubbing and earth excavation, and for
the construction of all storm drainage facilities, Progress Energy-approved decorative
streetlights, landscaping, hardscape, irrigation, sidewalks, curbs, pavement, striping,
signage, and any required offsite improvements related to the Orange Avenue Segment
(all of the foregoing costs and expenses are hereinafter collectively referred to as the
"Roadway Expenses"). To the extent any of the Roadway Expenses also benefit other
aspects of the Project not related to the Orange Avenue Segment (e.g., stonnwater
improvements for the buildings and common areas), the City shall only be responsible for
reimbursing the proportionate share of the particular expense related to the Orange
Avenue Segment. The City shall reimburse Barclay Woods in the amount of the
Roadway Expenses within ninety (90) days after the Orange Avenue Segment has been
completed and accepted by the City. The City shall designate Orange Avenue as a
"Collector Road" and provide transportation impact fee credits to Barclay Woods to be
applied to the Roadway Expenses owed by the City. The payment of the transportation
impact fee credits by Barclay Woods shall be reconciled at the time the Orange Avenue
Segment is accepted by the City. If the Roadway Expenses exceed the amount of the
transportation impact fee credit, the City shall reimburse Barclay Woods, by check, the
amount of the Roadway Expenses in excess of the transportation impact fee credit. On
the other hand, if the Roadway Expenses are less than the amount of the transportation
impact fee credit, Barclay Woods shall pay the City, by check, the amount of the
transportation impact fee in excess of the Roadway Expenses.
Barclay Woods agrees that all Roadway Expenses shall be subject to an informal
competitive bid process under which Barclay Woods shall obtain three (3) written quotes
or bids. Each quote or bid and all change orders shall be submitted to the City for review
and approval prior to Barclay Woods entering into any contract or modifications thereto
for the design, permitting and construction of the Orange Avenue Segment. Barclay
Woods further agrees that at the time reimbursement for any Roadway Expense is
requested, Barclay Woods shall provide the City with a copy of all applicable invoices,
receipts, warranties, maintenance bonds and documentation, including all change orders,
which shall clearly evidence each reimbursable Roadway Expense. The City shall not be
responsible for reimbursing any Roadway Expense which was not approved in advance
by the City and cannot be properly and reasonably documented in writing. The City shall
not unreasonably withhold any approvals required under this paragraph.
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 3 of 14
Barclay Woods shall submit all engineering drawings and construction plans and
specifications related to Orange Avenue to the City for final approval prior to the
commencement of construction.
(d) Project Roadway. As depicted on the conceptual plan, the City hereby
acknowledges and agrees that the following internal Project roadways will deviate from
the design standards set forth in the Town Center District Code, and the City hereby
grants the following waivers to Town Center District Code pursuant to the special
exception criteria em~merated in Section 20-321(c):
(i) The roadway adjacent to the eastern boundary of the Property shall
be an Alley rather than a Neighborhood Lane.
(ii) The roadway running north -south through the center of the
Property (approximately 400 feet) from Orange Avenue shall be an Edge Drive
and shall not be required to connect with the high school located to the south of
the Property. A Bus Stop for public and school transportation shall be located on
said Edge Drive approximately 100 feet from Orange Avenue.
(iii) The Neighborhood Lane contemplated to be located along the
northern boundary of the Property pursuant to the Code shall be shifted to the
south as depicted on the Conceptual Plan, and an Alley shall be located between
the foregoing Neighborhood Lane and Orange Avenue.
Except as set forth above, all other internal Project roadways shall be designed and
constructed pursuant to the Town Center District Code and City Land Development Code.
(e) Additional Non-Roadway Town Center Code Waivers. Based on the
Conceptual Plan and Barclay Woods' agreement to the teens and conditions set forth
herein, the City Commission hereby grants the following additional non-roadway waivers
to the Town Center District Code pursuant to the special exception criteria enumerated in
Section 20-321(c):
(i) 1n exchange for the green space east of the pool and around the
existing pond, and the related amenities thereto (walkways, benches, trees, lighted
fountain feature), as depicted on the Conceptual Plan, the northeast portion of the
Property shall be utilized for a stormwater retention pond for the Orange Avenue
Segment and the Property, rather than for the "Orange Avenue Park" as
contemplated tinder the Code.
(ii) Townhouse buildings facing the Lake, Stormwater Retention Pond
and Orange Avenue (all as depicted on the Conceptual Plan) shall not have streets
located in front of such buildings; provided, however, all such buildings shall
have Alleys located behind them.
Development Agreement
Barclay Woods l1, LLC /City of Winter Springs
Page 4 of 14
(iii) The six-unit townhouse unit building located in the northwest
corner of the Property shall be configured so that the rear of such building faces
the adjacent City park.
(iv) The Project shall provide only pedestrian and non-automotive
access to the adjacent high school property.
(v) Approximately sixty-four percent (64%) of the townhouse units
depicted on the Conceptual Plan shall meet or exceed the two (2) foot (minimum)
finished floor elevation above the highest adjacent sidewalk grade in front of the
applicable unit. The remaining townhouse units shall be permitted to have a
finished floor elevation less than twenty-four inches above the highest adjacent
sidewalk grade (all as depicted on the Conceptual Plan), so long as the average of
all units is twenty-one (21) inches or higher and no finished floor elevation for
any one unit is less than six (6) inches. A schedule detailing the breakdown of the
finished floor elevations for each unit shall be provided with the final engineering
plans.
(vi) 144 of the 185 total townhouse units (78%) shall meet the ten (10)
foot build-to line required from the right-of--way of any Neighborhood Street,
Neighborhood Lane and Edge Drive, and the remaining 41 townhouse units
(22%) shall be permitted to have a six (6) foot build-to line. A schedule showing
the breakdown of the final build-to lines for all individual units will be provided
with the final engineering plans.
Barclay Woods acknowledges and agrees that any deviation from the Town Center
District Code not specifically enumerated in paragraphs (d) and (e) above shall require
separate city commission approval in accordance with the special exception application
procedure and criteria set forth in the Town Center District Code.
(~ Formation of Homeowners' Association. Barclay Woods hereby
acknow]edges and agrees that it intends to form a mandatory homeowners' association
(the "Homeowners' Association") for purposes of maintaining any and all common areas,
landscaping, entrance signs, walls, fences, alleys, recreational areas and stormwater
drainage facilities associated with the Project. A separate Declaration of Covenants,
Conditions and Restrictions (the "Declaration") will be executed and recorded among the
Public Records of Seminole County, Florida to evidence the formation of the
Homeowners' Association and establish its rights, duties and obligations. The
Declaration shall be in a form acceptable to the City Attorney and shall require the
Homeowners' Association, and the members thereof to be bound by the teens and
conditions of this Agreement.
(g) Buffer Walls and Fences; Trail Access. Notwithstanding the requirements
of Section 20-417 of the Code, Barclay Woods shall install (i) a six (6) foot tall wrought
iron or similar fence along the southern boundary line of the Property which shall have at
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 5 of 14
•
least three (3) pedestrian access points to the Seminole County trail, and (ii) a six (6) foot
tall wrought iron or similar fence along the western boundary of the Property. The
foregoing fences shall each be erected as soon as reasonably practical and prior to any
permanent vertical construction for the Project. Notwithstanding the foregoing to the
contrary, access will be available at all times for emergency vehicles. All pedestrian
access points to and from the Seminole County Trail shall be dedicated to the City on the
Final Plat, and any Project gates will remain unlocked.
(h) Si rna e. The City hereby acknowledges and agrees that Barclay Woods
shall have the right, upon the full execution of this Agreement, to erect on-site
construction signs, marketing signs and temporary signs (including up to four (4)
"banner" signs) as described in Sections 20-470(10), 20-470(11) and 20-470(16) of the
Code, in locations reasonably acceptable to the City, which signs shall be permitted to
remain for a period of nine (9) months from the date hereof. Barclay Woods shall
thereafter have the right to erect permanent Project identification signage at the main
entrance to the Project, which shall consist of lettering attached to the two pier and
garden walls spelling "Jesup's Landing" (total signage dimensions to be approximately 1
foot high and l l feet wide) as depicted on Exhibit "C" which is attached hereto and fully
incorporated herein by this reference. Any construction signs or marketing signs erected
on the Property shall not exceed sixty-four (64) square feet in size (total on-site). The
City hereby acknowledges and agrees that the Property shall not be subject to the
fourteen (14) day limitation on the erection of temporary "banner" signs as provided in
Section 20-470(16) of the Code. Barclay Woods and its successors and assigns shall
maintain all of the signs erected pursuant to this Section 3(h) in a good condition and
state of repair.
(i) Sidewalks. All sidewalks shall comply with the Code (minimum six (6)
feet) except the sidewalk to be located around the lake and to the pedestrian access
located at the southwest corner of the Property as depicted on the Conceptual Plan shall
be a minimum of eight (8) feet in width. Further, a twenty (20) foot emergency access
sidewalk shall be constructed at the southeast corner of the Property and shall be
stabilized to facilitate emergency vehicle access. In addition, the Declaration shall
establish easement rights in favor of the Homeowners' Association to permit sidewalks to
extend into individual townhouse lots as depicted in the Conceptual Plan.
(j) Model Units/Sales Office. Prior to the recording of the final plat, the City
agrees to permit Barclay Woods to construct model townhouse units under the following
conditions:
(i) The model townhouse units shall be contained in a single building
(the "Model Building") and shall not exceed five (5) individual units.
(ii) The model townhouse units shall remain under Barclay Woods'
ownership and control until such time as the final plat is recorded by the City and
a final certificate of occupancy for each unit is issued under the conditions set
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 6 of I4
•
forth below. In other words, Barclay Woods shall not contract for sale, sell, or
lease any of the individual mode] townhouse units until such time as the City
approves and records the final plat for the Project and issues a final certificate of
occupancy for each unit.
(iii) The model townhouse units shall be constructed in a location
reasonably acceptable to the City. Vertical construction shall not commence until
stabilized access and fire protection is available.
(iv) Prior to the model townhouse construction, the model townhouse
units shall be duly permitted by the City in accordance with all City Codes. As
part of the building permit application, Barclay Woods shall submit, along with all
construction plans for the townhouse units, a duly certified boundary survey
which shall depict the location and legal description of the model townhouse site
and each individual model townhouse lot. Barclay Woods acknowledges and
agrees that this legal description is intended to coincide with the eventual location
of the townhouse lots as depicted and legally described on the final plat. Barclay
Woods assumes full and complete responsibility and liability in the event that said
legal descriptions do not conform to the lot lines required by the City in final plat.
(v) At such time the City Building Official completes and approves a
final inspection of the model townhouse units, the City will issue a temporary
certificate of occupancy. Said temporary certificate of occupancy shall be issued
for the Model Building as a whole, not by individual units. Occupancy of the
townhouse units shall be limited to the sale and marketing efforts for the Project.
In addition, Barclay Woods shall have the right to utilize one garage in the Model
Building as a temporary sales office.
(vi) At the request of Barclay Woods or at such time the Project
development is completed, whichever occurs sooner, Barclay Woods shall file a
re-conversion permit application requesting that the model townhouse units be
converted into permanent residential units and the City shall issue individual
certificates of occupancy for each model townhouse unit; provided, however, the
final plat is approved and recorded by the City and the City Building Official
determines that the units are suitable for permanent residential occupancy and in
compliance with the City Codes.
(k) Trash/Refuse Service. The City hereby agrees that trash and refuse pickup
will be provided for each individual residential unit, therefore no Project dumpsters will
be located on the Property as otherwise required pursuant to Section 9-280 of the Code.
(1) Platting. Barclay Woods shall be required to plat the Property in
accordance with Section 9-75 of the Code. Neighborhood Lane and Neighborhood Street
which are perpendicular to the trail shall be depicted on the Plat extending to the southern
boundary of the Property. Barclay Woods shall submit a proposed lighting plan to the
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 7 of 14
City contemporaneously with its submittal of the proposed plat, unless the applicable
information is received from Progress Energy in time to submit such plan at the time final
engineering plans are submitted.
(m) Wetlands. The City hereby acknowledges and agrees that Barclay Woods
has sufficiently addressed the City's Comprehensive Plan requirements with respect to
wetland impacts and preservation.
(n) Recreational Area. Barclay Woods shall be required to provide
recreational areas within the Project in accordance with the Conceptual Plan.
(o) Guest Parkin paces. Barclay Woods shall construct a minimum of 111
on-street guest parking spaces within the Project. The guest parking spaces on Edge
Drive and Neighborhood Street shall be marked with appropriate parking stripes as
depicted on the Conceptual Plan. The guest parking spaces on Neighborhood Lane shall
not be striped. No parking shall be allowed on Alleys.
(p) Stormwater Pond Maintenance Berm. The City hereby agrees that Barclay
Woods shall only be required to maintain a six (6) foot maintenance berm around the
Project retention pond rather than a ten (10) foot berm as required pursuant to Section 9-
241(d)(3) of the Code.
(q) Tree Mitigation. The City hereby acknowledges and agrees that Barclay
Woods has submitted a tree survey together with the Conceptual Plan, and that Barclay
Woods shall comply with the following conditions with respect to tree mitigation:
(i) Barclay Woods shall be permitted to utilize the northeast conger of
the Property (depicted as "Orange Avenue Park" in the Code) for stormwater
retention, with sufficient capacity to accommodate the volume of stormwater
runoff generated by the Orange Avenue Segment and the Project; provided,
however, the use of such area shall meet the requirements of Chapter 5 -Tree
Protection and Preservation - of the Code. The City hereby agrees that it shall
pern7it the removal of all existing trees in such area to facilitate the construction
of the planned retention pond. Barclay Woods shall mitigate for the removal of
the trccs in such area in accordance with Table 1 of Section 5-9 of the Codc,
provided that all existing trees to be removed with a caliper measured 12 inches
above grade of 24 inches or greater shall be replaced at the rate of five credits per
tree and an additional one replacement credit per four inches of caliper above 28
inches.
(ii) At the request of the City, Barclay Woods will provide an Alley
along the eastern boundary of the Property. The City hereby agrees that it shall
pernlit the removal of all existing trees in such area in order to facilitate the
construction of the Alley. Barclay Woods shall mitigate for the removal of such
existing trees in accordance with Table 1 of Section 5-9 of the Code, provided that
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 8 of 14
all existing trees to be removed with a caliper measured 12 inches above grade of
24 inches or greater shall be replaced at the rate of five credits per tree and an
additional one replacement credit per four inches of caliper above 28 inches, or as
directed by the City Manager.
(iii) Barclay Woods agrees to mitigate the removal of the foregoing
trees by replacement with canopy trees planted upon the Property in accordance
with Table 1 of Section 5-9 of the Code in lieu of a contribution to the City Tree
Bank or as directed by the City Manager.
(r) Orange Avenue - Undergroundin~ Utilities. In conjunction with the
construction of Orange Avenue, and in accordance with the purchasing and
reimbursement provisions set forth in paragraph 3(c), Barclay Woods shall underground
all existing utility lines running along Orange Avenue. Barclay Woods shall be
responsible for the pro rata share of the cost of undergrounding for only that portion of
the utilities running along the frontage of the Property. The City shall reimburse Barclay
Woods for the remainder of said costs related to the other segments of Orange Avenue not
fronting the Property. Transportation impact fee credits are not available for
undergrounding utilities
(s) Construction Truck Route. Barclay Woods acknowledges and agrees that
the City desires to keep construction truck traffic along Tuskawilla Road north of State
Road 434 to an absolute minimum, especially over the brick paved portion of Tuskawilla
Road. As such prior to the commencement of Project construction, the City shall
determine (with the assistance of Barclay Woods), an acceptable transportation route to
and from the Property for all large construction trucks and heavy machinery (e.g. dump
and concrete trucks). The City's determination shall be memorialized and delivered to
Barclay Woods in writing. Barclay Woods shall provide a copy of said determination to
all construction companies working at the Project. At all times, Barclay Woods shall
require all such trucks to utilize the transportation route selected by the City. The City
may modify the transportation route at any time by providing written notice to Barclay
Woods. Barclay Woods agrees to indemnify and hold harmless the City for any damage
occurring to any City roadway located within the Town Center north of State Road 434
which is caused by any large construction trucks servicing the Project.
(t) Eastern Alley. The Alley located along the eastern boundary of the
Property as depicted on the Conceptual Plan shall be subject to across-access easement
which permits the adjoining property to use said Alley for pedestrian and vehicular traffic
at such time the adjoining property is developed. The cross-access easement shall ensure
connectivity between the Project and the future development project of the adjoining
property and shall be in a form acceptable to the City Attorney.
(u) Other Code Deviations. Excluding the deviations from the Town Center
District Code which are addressed in paragraphs (d) and (e), Barclay Woods
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 9 of 14
•
acknowledges and agrees that the only other deviations from the City's Land
Development Code authorized by this Agreement are:
(h).
(i) The posting of banner signs in the manner provided in paragraph
(ii) Permission to construct model homes prior to the recordation of
the final plat as set forth in paragraph (j).
(iii) Permission to require individual trash pick-up instead of dumpsters
and permission to require submittal of a street lighting plan with final
engineering/subdivision plans as set forth in paragraph (k).
(iv) The requirement of a six (6) foot wide maintenance berm around
the stormwater pond as set forth in paragraph (p).
Any other deviatiarls from the City's Land Development Code shall require separate
approval from the City Commission by development agreement.
4. Representations of the Parties. The City and Barclay Woods hereby each
represent and warrant to the other that it has the power and authority to execute, deliver and
perform the terms and provisions of this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement. This Agreement will,
when duly executed and delivered by the City and Barclay Woods and recorded in the Public
Records of Seminole County, Florida, constitute a legal, valid and binding obligation enforceable
against the parties hereto and the Property in accordance with the teens and conditions of this
Agreement. Barclay Woods represents that it has voluntarily and willfully executed this
Agreement for purposes of binding the Property and the Homeowners' Association, and the
members thereof, to the terms and conditions set forth in this Agreement.
5. Successors and Assigns. This Agreement shall automatically be binding upon
and shall inure to the benefit of the City and Barclay Woods and their respective successors and
assigns including, but not limited to, the Homeowners' Association and the members thereof.
The terms and conditions of this Agreement similarly shall be binding upon the Property and
shall run with title to the same.
6. Applicable Law. This Agreement shall be governed by and constY-ued in
accordance with the laws of the State of Florida.
7. Amendments. This Agreement shall not be modified or amended except by
written agreement duly executed by both parties hereto (or their successors or assigns) and
approved by the City Commission.
8. Entire Agreement. This Agreement supersedes any other agreement, oral or
written, and contains the entire agreement between the City and Barclay Woods as to the subject
matter hereof.
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 10 of 14
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9. Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable to any extent by a court of competent jurisdiction, the same shall not affect in any
respect the validity or enforceability of the remainder of this Agreement.
10. Effective Date. This Agreement shall become effective upon approval by the
City Commission and execution of this Agreement by both parties hereto.
11. Recordation. This Agreement shall be recorded in the Public Records of
Seminole County, Florida.
l2. Relationship of the Parties. The relationship of the parties to this Agreement is
contractual and Barclay Woods is an independent contractor and not an agent of the City.
Nothing herein shall be deemed to create a joint venture or principal-agent relationship between
the parties, and neither party is authorized to, nor shall either party act toward third persons or
the public in any manner, which would indicate any such relationship with the other.
13. Sovereign Immunity. Nothing contained in this Agreement shall be construed as
a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or any
other limitation on the City's potential liability under the state and federal law.
14. City's Police Power. Barclay Woods agrees and acknowledges that the City
hereby reserves all police powers granted to the City by law. In no way shall this Agreement be
construed as the City bargaining away or surrendering its police powers.
15. Interpretation. The parties hereby agree and acknowledge that they have both
participated equally in the drafting of this Agreement and no party shall be favored or disfavored
regarding the interpretation to this Agreement in the event of a dispute between the parties.
16. Permits. The failure of this Agreement to address any particular City, county,
state, and/or federal permit, condition, term, or restriction shall not relieve Barclay Woods or the
City of the necessity of complying with the law governing said permitting requirements,
conditions, term, or restriction.
17. Third-Party Rights. This Agreement is not athird-party beneficiary contract and
shall not in any way whatsoever create any rights on behalf of any third party.
18. Specific Performance. Strict compliance shall be required with each and every
provision of this Agreement. The parties agree that failure to perform the obligations provided
by this Agreement shall result in irreparable damage and that specific performance of these
obligations may be obtained by a suit in equity.
19. Attorney's Fees. In connection with any arbitration or litigation arising out of
this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and
costs through all appeals to the extent permitted by law.
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 11 of 14
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20. Development Permits. Nothing herein shall limit the City's authority to grant or
deny any development permit applications or requests subsequent to the effective date of this
Agreement. The failure of this Agreement to address any particular City, County, State and/or
Federal permit, condition, term or restriction shall not relieve Barclay Woods or the City of the
necessity of camplying with the law governing said permitting requirement, condition, term or
restriction. Without imposing any limitation on the City's police powers, the City reserves the
right to withhold, suspend, or terminate any and all certificates of occupancy for any building or
unit if Barclay Woods is in breach of any term or condition of this Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 12 of 14
•
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
date first above written. .•~•"'•~"'f,•
~~t~,~~3 1 ~ ~~~~
.r` ~.~ ~~~' • • _ ..
CITY OF WINTER,~.~.'I~~hl'G~ ~. - ~ :~ , ~'
.~
. ~ a, ; ;..
;] Lr'` ~:
By: :,F f •r
John F. Bush, Mayor i'~~ ~ ~ ,t, `~~~
ATTE ETC ~~
j ~
By:
~~ _ _w
Lorenzo Luaces, City Clerk
CITY SEAL
STATE OF FLORIDA
COUNTY OF SEMINOLE
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter
Springs, Florida, only.
Dated:
B y:
Anthony Garganese, City Attorney for
the City of Winter Springs, Florida
Personally appeared before me, the undersigned authority, John F. Bush and Andrea
Lorenzo Luaces, well known to me to be the Mayor and City Clerk respectively, of the City of
Winter Springs, Florida, and acknowledged before me that they executed the foregoing
instrument on behalf of the City of Winter Springs, as its true act and deed, and that they were
duly authorized to do so.
Witness my hand and official seal this day of ~`"~Ci,~'-~~- , 2005.
~_.: - r:~r.~--mac.-~..__~_-~_~
NOTARY SEAL ~.~ ~ ~
Notary Public
My commission expires:
~y< ~ 1Rts~,~''bra ~ ~rtanutirt
w,~r.. pt "'T ~..JSS'91P175aK1P1 (~}~}An. ~Ft~ 3
~~4a R. G,r~i{,wt FPh(ilR!Y %v~~
~6
Development Agreement
Barclay Woods II, LLC /City of Winter Springs
Page 13 of 14
Signed, sealed and delivered in the
presence of the following witnesses
Signature vl Witness
Printed Name of Witness
Signature of Witness
Printed Name of Witness
STATE OF FLORIDA
COUNTY OF
L~
BARCLAY WOODS II, LLC, a Florida limited
liability company
By:
Printed Name: "~~ s,~ ,,.,~ ~, . -~
Title: ~ ~~~
The foregoing instrument was acknowledged before me this ~ day of
2005, by , as
of BARCLAY WOODS II, LLC, a limited liability company, on behalf of said company. He is
personally known to me or produced as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Namc)
Notary Public, State of
Commission No.:
My Commission Expires:
Mary ~r~ Wilbtt
~ tvly Ccrmm+sskcm f3C?2~
~~ww"~ E,rp~r~,ItAfltlL#i}~ld,~
Development Agreement
Barclay Woods II, LLC 1 City of Winter Springs
Page I4 of 14
EXHIBIT "A"
Legal Description
Parcel 1
Lot 15, Block B, D.R. MITCHELL'S SURVEY OF THE LEVY GRANT, as recorded in
Plat Book 1, Page 5, of the Public Records of Seminole County, Florida.
Parcel 2~
Lot 16, Block B, D.R. MITCHELL'S SURVEY OF THE LEVY GRANT, as recorded in
Plat Book 1, Page 5, of the Public Records of Seminole County, Florida.
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