HomeMy WebLinkAboutColonial Bank Amendment to Developer's Agreement -2006 06 26ii~uuuiuina~iiu~a~iuia~iini~ii~~~am~iiuiii~i
Prepared by and Return to:
Katherine W. Latorre, Esq.
Winter Springs Assistant City Attorney
Brown, Garganese, Weiss & D'Agresta, P.A.
P.O. Box 2873
Orlando, FL 32802-2873
(407)425-9566
MARYANNE MDRSE~ CLERK OF CIRCUIT CDURT
SEMINDLE COUNTY
BK 06313 Ppt 1924 - 19331 (10pps)
CLERK'S # 2006108293
RECORDED 07/0S/2006 04r31r~4 PM
RECORDIND FEES 86.50
RECORDED BY H Bailey
AMENDMENT TO DEVELOPER'S AGREEMENT
FOR COLONIAL BANK
THIS AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK,
made and executed this ZIQ~ day of J u NE , 2006, by and between the CITY OF
WINTER SPRINGS, a Florida municipal corporation ("City") whose address is 1126 East State
Road 434, Winter Springs, Florida 32708, and COLONIAL BANK, N.A., aNational Association
("Colonial Bank") whose address is 2127 West State Road 434, Longwood, Florida 32750 .
WITNESSETH
WHEREAS, Colonial Bank is the owner of certain real property located within the City of
Winter Springs, Florida, more particularly described herein ("Subject Property") by virtue of
Warranty Deed recorded in Seminole County Official Record Book 05171, Page 1935; and
WHEREAS, Colonial Bank desires to construct a commercial bank branch on the Subject
Property; and
WHEREAS, the Subject Property is part of Tuscawilla Tract 15 Parcel 1-C, and is subject
to a Developer's Agreement for Tuscawilla Tract 15 Parcel 1-C, which is recorded in Seminole
County Official Record Book 3574, Page 0529 ("Developer's Agreement"); and
WHEREAS, as the successor in interest to the Subject Property, Colonial Bank's
development of its commercial bank branch is bound by and subject to the terms of the Developer's
Agreement; and
WHEREAS, the City and Colonial Bank desire to amend said Developer's Agreement only
with regard to the Subject Property to address the development of the Colonial Bank branch to be
constructed on the Subject Property; and
WHEREAS, Colonial Bank desires to convey a certain portion of the Subject Property to
the City to facilitate the City's construction of a right-turn deceleration lane; and
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE I OF 8
WHEREAS, inconsideration for such conveyance, and pursuant to section 9-386.11 of the
City Code, the City desires to grant to Colonial Bank a reduction in the transportation impact fees
assessed to Colonial Bank for the development of the Subject Property; and
WHEREAS, the Developer's Agreement restricts the location of Colonial Bank's monument
sign to a certain location on the Subject Property; and
WHEREAS, the parties desire to amend the Developer's Agreement with regard to the
location of the monument sign because the location designated for the monument sign has become
impractical given Colonial Bank's impending conveyance of land to the City for the construction of
the right-turn deceleration lane; and
WHEREAS, the City and Colonial Bank desire to memorialize in writing their mutual
understanding regarding certain aspects of the development of the property under the terms and
conditions set forth in this Amendment to Developer's Agreement for Colonial Bank ("Agreement");
and
WHEREAS, in addition to Colonial Bank's compliance with all provisions of the
Developer's Agreement, City Codes, permitting and construction not in conflict with or addressed
herein, the City and Colonial Bank desire to set forth the following special terms and conditions.
NOW, THEREFORE, inconsideration of the mutual promises, covenants and agreements
set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Developer's Agreement as follows:
1.0 Recitals. The foregoing recitals are hereby incorporated herein by this reference
and deemed a material part of this Agreement.
2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act.
3.0 Subiect Property. The Subject Property which is subject to, and bound by, the
terms and conditions of this Agreement is legally described as follows:
LOT 3, TUSCAWILLA TRACT 15 PARCEL 1-C,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN
PLAT BOOK 56, PAGES 29 THROUGH 32, PUBLIC
RECORDS OF SEMINOLE COUNTY, FLORIDA.
4.0 Representations ofColonial Bank. Colonial Bank hereby represents and warrants
to the City that Colonial Bank 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
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 2 OF 8
the execution, delivery and performance of this Agreement. This Agreement will, when duly
executed and delivered by Colonial Bank and recorded in the public records of Seminole
County, Florida, constitute a legal, valid and binding obligation enforceable against Colonial
Bank and the Subject Property in accordance with the terms and conditions of this
Agreement. Colonial Bank represents it has voluntarily and willfully executed this
Agreement for purposes of binding the Subject Property to the terms and conditions set forth
in this Agreement.
5.0 Obligations and Commitments.
5.1 Right-Turn Deceleration Lane Property Conveyance.
5.1.1 Conveyance to City. Simultaneous to the execution of this
Agreement, Colonial Bank shall, by way of separate warranty deed, convey
to the City, a certain portion of the Subject Property totaling One Thousand
Seven Hundred Fourteen and 09/100 square feet (1,714.09 square feet) for the
City to construct aright-turn deceleration lane from eastbound State Road
434 onto Vistawilla Drive ("Deceleration Lane Property"). The Deceleration
Lane Property is more particularly depicted and legally described in Exhibit
"A," attached hereto and fully incorporated herein by this reference.
5.1.2 Consideration. As consideration for Colonial Bank's conveyance of
the Deceleration Lane Property to the City, the City shall, pursuant to section
9-386.11, Winter Springs City Code, grant a reduction in the transportation
impact fees assessed to Colonial Bank for the Subject Property in the amount
of Nineteen Thousand Nine Hundred Fifty-Two Dollars and 00/100
($19,952.00).
5.2 Location ofMonumentSign. Pursuant to section 20-490, Winter Springs City
Code, the City agrees to vary the signage restrictions by allowing Colonial Bank to
erect one (1) monument sign on the Subject Property two feet (2') from the proposed
north property line, as depicted and approved by the City Commission during its
aesthetic review for Colonial Bank on Apri124, 2006. The design and construction
of Colonial Bank's monument sign shall otherwise comply with the provisions of
section 3 of the Developer's Agreement and all other applicable City Codes
including, but not limited to, section 20-470, Winter Springs City Code.
5.3 BuildingSignage. Pursuant to section 20-490, Winter Springs City Code, the
City agrees to vary the building signage restrictions as follows:
5.3. l Building Mounted Single Tenant Identification Sign. Colonial Bank
shall erect one (1) building mounted single tenant identification sign on the
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
C]TY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 3 OF 8
Colonial Bank building. Said sign shall not exceed nineteen feet six inches
(19' 6") in height when measured from the ground to the top of said sign.
Further, said sign shall be consistent with the City Commission's approval
during its aesthetic review for Colonial Bank on Apri124, 2006.
5.3.2 Embossed Logo Signs. Colonial Bank shall erect two (2) embossed
logo signs, which shall be incorporated into the architecture of the Colonial
Bank building and which shall be consistent with the City Commission's
approval during its aesthetic review for Colonial Bank on April 24, 2006.
One (1) sign shall he located on the north/front of the building and one (1)
sign shall be located on the south/rear on the building. Said signs shall not
exceed forty-eight inches (48") in size. Further, the size of said signs shall
not be included in the maximum copy area allowed for the building under
section 20-470(4)(f), Winter Springs City Code.
6.0 Successors and Assigns. This Agreement shall automatically be binding upon and
shall inure to the benefit of the successors and assigns of each of the parties.
7.0 Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.
8.0 Amendments. This Agreement shall not be modified or amended except by written
agreement duly executed by both parties hereto and approved by the City Commission.
9.0 Entire Agreement. This Agreement supersedes any other agreement, oral or written,
and contains the entire agreement between the City and Colonial Bank as to the subject
matter hereof.
10.0 Severabilitv. 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.
11.0 Effective Date. This Agreement shall become effective upon approval by the City
of Winter Springs City Commission and execution of this Agreement by both parties.
12.0 Recordation. This Agreement shall be recorded in the public records of Seminole
County, Florida, and shall run with the land.
13.0 Relationship of the Parties. The relationship of the parties to this Agreement is
contractual and Colonial Bank 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
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 4 OF 8
persons or the public in any manner which would indicate any such relationship with the
other.
14.0 Sovereign Immunity. Notwithstanding any other provision set forth in this
Agreement, 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 other limitations
imposed on the City's potential liability under state or federal law. As such, the City shall
not be liable under this Agreement for punitive damages or interest for the period before
judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof,
to any one person for more than one hundred thousand dollars ($100,000.00), or any claim
or judgment, or portion thereof, which, when totaled with all other claims or judgments paid
by the State or its agencies and subdivisions arising out of the same incident or occurrence,
exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall
survive termination of this Agreement.
15.0 City's Police Power. Colonial Bank 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.
16.0 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.
17.0 Third Party Rights. This Agreement is not a third party beneficiary contract and
shall not in any way whatsoever create any rights on behalf of any third party.
18.0 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 suit in equity.
19.0 Attorneys 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.
20.0 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 Colonial Bank or the
City of the necessity of complying with the law governing said permitting requirement,
condition, term or restriction. Without imposing any limitation on the City's police powers,
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 5 OF 8
the City reserves the right to withhold, suspend, or terminate any and all certificates of
occupancy, special exception, occupational license, or other permit of any kind whatsoever
for any building or unit if Colonial Bank is in breach of any term or condition of this
Agreement.
21.0 Continuing Effect of Developer's Agreement. All other provisions of the
Developer's agreement not otherwise modified by this Agreement shall remain in full force
and effect with respect to the Subject Property.
IN WITNESS WHEREOF, the parties have executed this Binding Development Agreement
as of the date first written above.
[EXECUTION PAGES FOLLOW]
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 6 OF 8
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ATTEST: CITY OF WINTER SPRINCaS' i~`~~
a Florida municipal corporatie~.4}X G ' . ~. ' ~ ~ ,
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APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of
Winter Springs, Florida only.
C~r;/off
Dated:
By: ,.
Anthony A. Garganese,
City Attorney for the City of Winter Springs
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WINTER SPRINGS /COLONIAL BANK, N.A.
PAGE 7 OF 8
WITNESSES:
~Q
rint Name: ,LiNdA ~/nny~
r~
P ' Name: r t ~
STATE OF FLORIDA
COUNTY OF S eM ~ n ~ I ~
COLONIAL BANK, N.A.
a National Association.
G. Hunt Dawkins,
Area PresidentlRetail Banking
The foregoing instrument was acknowledged before me this ~° day of
2006, by G. Hunt D kips, asArea President/Retail Banking of Colonial Bank, .A., a National
Association, [ who is personally known to me or [ ] who has produced
as identification.
N RY PUBL ,State of Florida
My commission expires:
"r •.
~ ~ MELINDA J. BAKER
-+.,
' MY COMMISSION N DD 280621
'-~• , ~= EXPIRES: January 29, 2008
AMENDMENT TO DEVELOPER'S AGREEMENT FOR COLONIAL BANK
CITY OF WMTER SPRINGS /COLONIAL BANK, N.A.
PAGE 8 OF 8
LEGAL DESCRIPTION ExH~B~T
TH/S /S NOT A SURVEY ~ 1:, ~ /
LEGAL DESCRiP710N
A STRIP OF LAND BEING A PORTION OF LOT 3, TUSCAWILLA TRACT 15 PARCEL 1-C,
ACCORDING TO THE PLAT THEREOF, AS RECORDED /N PLAT BOOK 56, PAGES 29
THROUGH 32, PUBLIC RECORDS OF SEM/HOLE COUNTY, FLORIDA, BEING
DESCRIBED AS FOLLOWS.•
COMMENCE A T 1NE NORTHWEST CORNER OF SA/D LOT 3 FOR A POINT OF
BEGINNING; THENCE RUN SOUTH 89'49'07" EAST, ALONG THE NORTH LINE OF SAID
LOT 3, A D/STANCE OF 210.69 FEET TO THE NORTHEAST CORNER OF SA/D LOT 3,•
THENCE RUN SOUTH 0077'38" WEST, ALONG THE EAST L/NE OF SA/D LOT 3, A
D/STANCE OF 26.40 FEET,' THENCE, DEPARTING SA/D EAST L/NE, RUN NORTH
4572'03" WEST, 27.26 FEET,• THENCE RUN NORTH 89'49'07" W~"ST, 191.15 FEET TO A
POINT LYING ON THE WEST L/NE OF SAID LOT 3,• THENCE RUN NORTH 0070'53"
EAST, ALONG SA/D WEST L/NE, 7.25 FEET TD THE POINT OF BEGINNING.
THE ABOVE DESCR/BED STR/P OF LAND LIES IN THE C/TY OF WJ'NTER SPRINGS,
SEMINOLE COUNTY, FLOR/DA AND CONTA/NS 1, 714 SQUARE FEET, MORE OR
LESS.
SURVEYOR'S NO1FS.•
(1) THIS LEGAL DESCR/PTION lS NOT VALID UNLESS lT BEARS THE SIGNATURE
AND ORIGINAL RAISED SEAL OF THE FLOR/DA LICENSED SURI/EYDR AND
MAPPER /DEN11F/ED BELOW.
(2) NO ABSTRACT FOR RIGHTS-OF-WA Y, EASEMENTS, OWNERSH/P OR OTHER
INSTRUMENTS OF RECORD HAVE BEEN PROVIDED TO THIS FIRM.
(3) BEARINGS SHOWN HEREON ARE ASSUMED RELATIVE TO 7NE NOR7N LINE
OF LOT 3, TUSCA WILLA TRACT 15 PARCEL 1-C, ACCORDING TO THE PLA T
1HEREOF, AS RECORDED IN PLAT BOOK 56, PAGES 29 THROUGH 32, PUBL/C
RECORDS OF SEM/HOLE COUNTY, FLORIDA, BEING SOUTfI 89 49'07" EAST.
(4) 7NE "LEGAL DESCRIPTION" HEREON HAS BEEN PREPARED BY 7NE
SURVEYOR A T THE CLIENT'S RE4UEST.
(5) 7N/S SKETCH DOES NOT REPRESENT A FIELD SURVEY, AS SUCH.
(6) THE DELIKEA 770N OF LANDS SHOWN HEREON lS AS PER THE Cl_IEN -~
INSTRUCTIONS. ~
DA V/D A. WHl1~ P.5.;41. ~
FLORIDA REGIS IRA 7T0,~! lt,' . ~ 44
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DATE 1-23-08 PREP BY: J.LY. DRANK BY: M.T. JOB N0: ~ COL-Ol
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CERTIFlCATE OF AUTHORIZATION NUA/BER L8 3556
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SECTION 8. TO1Mi1SHIP 21 SOUTH, RANGE 31 EAST
DATE: 1-23--06 PREP BY: J.LY. DRAWN BY: M.T. JOB NO: COL-Oi
J U L 1 3 2~~6
BROWN, GARGANESE, WEISS & D'AGRESTA, P.A.
Attorneys at L.~zzv
Debra S. Babb-Nutcher'
Joseph E. Blitch
Usher L. Brown'
Suzanne D'Agresta°
Anthony A. Garganese"
J.W. Taylor
Jeffrey S. Weiss
'Board Certified Civil Trial Lawyer
"Board Certified City, County & Local Government Law
Via U.S. Mail
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
July 12, 2006
Scott J. Dornstein
Mitchell B. Haller
Katherine W. Latorre
Amy J. Pitsch
Erin J. O'Leary
Catherine D. Reischmann
William E. Reischmann, Jr.
Of Counsel
Re: Colonial Bank Amendment to Developer's Agreement and Warranty
Deed
Dear Andrea:
Please find enclosed for safekeeping, the original fully executed and recorded
Amendment to Developer's Agreement and Warranty Deed as referenced above.
Should you have any questions, please do not hesitate to contact our offices.
Very truly yours
~~ ~~~~
Sandi Bowker
Assistant to A. Garganese
City Attorney
Enclosure
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