HomeMy WebLinkAboutMoss Road, LLC Developer's Agreement -2005 06 07
Moss Road LLC
MARYANNE MORSE, CLERK Of CIRCUIT COURT
SEMINOLE COUNTY
BK 05787 PGS 1180-1187
CLERK'S. 2005108018
RECORDED 06/29/2005 09:22:45 AM
R6aJRDINB FEES 69. SO
RECORDING FEES 69.50
RECORDED BY t holden
THIS INSTRUMENT WAS PREPARED BY:
738 Rugby Street
Orlando, Florida 32804
(407) 540-1500
AND RETURN TO:
Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss & D'Agresta, P.A.
PO BOX 2873
Orlando, Florida 32802
DEVELOPER'S AGREEMENT
THIS DE LOPER'S AGREEMENT (the "Agreement") is made and executed this
7th day of June 2005, 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 MOSS ROAD, LLC, a Florida limited liability company, whose address is 738 Rugby Street,
Orlando, Florida 32804.
WITNESSETH:
WHEREAS, Moss Road LLC is the fee simple owner of 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, Moss Road LLC intends to develop the Property as an International Business
Office Park complex; and
WHEREAS, subject to the approval of the City Commission, Moss Road LLC desires to facilitate
the orderly development of the Project on the Property as depicted in the certain site submittal Plan for
Moss Road LLC - City of Winter Springs, Florida prepared by Madden Engineering, Inc. under Job No.
24169, dated April 26, 2005; and
WHEREAS, the City Commission has recommended and Moss Road, LLC has voluntarily
agreed to enter into this Agreement for the development of the Project; and
WHEREAS, in addition to Moss Road LLC compliance with the City Land Development Code
(the "Code"), permitting and construction not in conflict herewith, the City and Moss Road LLC desire to
set forth the following special terms and conditions with respect to the development and operation of the
Project (the "Plans").
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties mutually agree as follows:
Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page 1 of6
I. 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. Oblations and Commitments. In consideration of the City and Moss Road LLC entering
into this Agreement, the City and Moss Road LLC hereby agree as follows:
(a) Formation of Professional Office Association. Moss Road LLC hereby acknowledges and
agrees that it intends to form a mandatory professional office association (the "International Business
Office Park Association") for purposes of maintaining any and all common areas, signage, parking lots
and paved access areas, dumpster enclosure, sidewalks, landscaping & irrigation, walls, fences, and
stormwater drainage facilities associated with Lot I & Lot 2. 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 Professional Office Association and
establish its rights, duties and obligations.
(b) Buffer Walls and Fences. As noted on the Plans, Moss Road LLC shall install a six (6)
foot tall decorative masonry wall along the southern boundary line of Lot I according to the requirements
of Section 20-485, at the time when the existing storm water retention pond is modified to accommodate
the proposed new buildings on Lots 1 and 2. The Plans do not require the alteration of existing walls. A
new four (4') foot black-coated chain link fence shall replace the existing chain link fence and shall
extend to the masonry wall, fully enclosing the modified retention pond. The existing posts will remain in
their current location and be painted black, so that there is no additional impact to the existing trees;
however, the rails and fence fabric will be replaced with black coated chain link material. A ten-(lO')
foot wide gate opening will be provided. No wall will be required between Lot I & Lot 2.
(c) Signage. The City hereby acknowledges and agrees that Moss Road LLC shall have the
right, upon the full execution of this Agreement, to erect one construction sign as described in Section 20-
486(10) of the Code in a location acceptable to the City which shall be permitted to remain for a period of
twelve (12) months from the date hereof. Moss Road LLC shall have the right to erect permanent project
identification signage at the main entrance to the project and at the entrance on Moss Road. The main
entrance signage shall consist of lettering attached to the existing 4'x 8' monument sign, spelling
"International Business Park" and may include the individual names of any tenants. The secondary
entrance signage shall be sized to match the main entrance signage. Lot 2 may have it's own separate
monument sign located no closer than 200 feet from any other Moss Road LLC sign, not to exceed six (6)
feet in height. New signage shall be constructed no closer than 10 feet from the property line. Copy area
shall not exceed thirty-two square feet per side for each sign. Landscaping shall be incorporated around
the base of each monument sign. The pmject shall have 11,) more than thrc~ (3) permanent sign:>. The
International Business Office Park Association shall maintain all signs in a good condition and state of
repair.
(d) Reimbursement for Sewer Lines. The sewer line depicted on the Plans will be conveyed
to the City along with an easement that is acceptable to the City Attorney. The parties acknowledge that
the sewer line may benefit adjacent and surrounding property owners in the future in the event said
property owners are required to hook up to said sewer line. In the event adjacent or surrounding property
owners hook up to the sewer line, the City agrees to charge said property owners a fee equal to a pro rata
share of Moss Road LLC's actual cost of constructing the sewer line. The actual construction cost shall
be approved by the City at the time the City performs a final inspection of the sewer line and accepts a
bill of sale for the sewer line. Moss Road LLC shall be required to submit to the City an engineer's
certificate evidencing the actual construction cost. Said cost shall be reasonable and based only on Moss
Road LLC's actual out-of-pocket expenses. Any pro rata payment shall be determined by the City at the
Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page 2 of6
"
time any adjacent or surrounding property owner hooks up to the sewer line and shall be based on the
historical sewer flows on the Property, estimated sewer flows for the any property hooking up to the
sewer line, and the possibility that other property owners may hook up to the sewer line in the future. The
City will require that the pro rata payment be made at such time the property receives a building permit or
such other time that is consistent with the City's utility policies.
(e) Building Setbacks and Building Height. Lot 2 front setback off of SR-434 shall be per the
City Code. Side yard setbacks for Lot I & Lot 2 shall be 10 feet as allowed in the SR 434 Overlay
District. Along the west side of the new office buildings, a minimum landscaped area of five (5) feet
shall be maintained rather than the 10 feet required in Section 20-484(15). The building height for any
two (2) story buildings shall not exceed thirty-five (35) feet in height as permitted in the SR 434 Overlay
district.
(f) Sidewalks. The City hereby agrees that all internal sidewalks within the Project shall be
five (5) feet in width in accordance with Section 20-484(12) of the Code. In addition, the Declaration
shall establish easement rights in favor of the International Business Office Park Association to permit
sidewalks to extend into individual buildings as depicted in the site plans.
(g) Platting. Moss Road LLC shall be required to plat the Property in accordance with
Section 9-75 of the Code. The plat shall be recorded prior to the issuance of a building permit for
construction of either of the new buildings on Lot I or Lot 2, as required in Section 9-178 of the Code.
(h) Stormwater Pond Maintenance. The City hereby agrees that the Professional Office
Association shall be required to maintain the stormwater pond per the requirements of the SJR WMD and
the City.
(i) Moss Road LLC shall brick-in the front garage area and shall also screen the mechanical
area on the rear of the building, from SR 434, with a 6' masonry wall, when site development or building
construction begins. Moss Road LLC shall modify Lot 1 parking lot, including the additional
landscaping as shown on the site plan at such time as construction begins on either Lot 1 or Lot 2.
(j) Lot 1 and Lot 2 shall have blanket cross parking and cross access/egress easements over
each other's lots for the parking areas and storm water areas. Modification of the Lot 1 stormwater pond
shall take place concurrent with building construction on either Lot 1 or Lot 2.
(k) The stormwater ten (10) foot wide stabilized maintenance berm required in Section 9-
241 (d)(3) is not required given that the retention area is adjacent to a parking lot.
(k) One shared bicycle parking rack will be required for Lots I and Lot 2.
(1) Moss Road LLC will comply with the landscape screening requirement for the existing
parking lot area as well as the new parking [see Section 20-484 (11) which states that "all
parking areas and vehicular use areas to be screened from public ROW"]. The two (2) trees
that exist between the parking lot and the new buildings on Lot 1 and Lot 2 may be affected
by the proposed construction. Should these two (2) trees not survive during construction
Moss Road LLC agrees to recalculate the tree removal permit. The sidewalk will jog around
these trees, reducing the landscape area next to the building to less than five (5') feet. Rather
than the required ten (10') foot landscape area on the west side of the new buildings, only a
seven (7') foot landscape area will be required.
Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page 3 of6
(m) The code provisions for a landscape island for every ten (10) continuous parking spaces shall
be complied with except in one instance (on the rear side of the existing building) which has
twelve (12) continuous spaces.
(n) A twenty-four (24) foot wide cross access easement along with a utility easement to the east
adjacent undeveloped lot shall be provided on the plat.
(0) Both the existing and the addition to the existing irrigation system will utilize reclaimed
water.
4. Representations of the Parties. The City and Moss Road LLC 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
Moss Road LLC and recorded in the Puhlic Records of Seminole County. Florida, constitute a legal, valid and
binding obligation enforceable against the parties hereto and the Property in accordance with the terms and
conditions of this Agreement. Moss Road LLC represents that it has voluntarily and willfully executed this
Agreement for purposes of binding the property to the terms and conditions set forth in this Agreement.
5. Successors and Assigns. This Agreement shall automatically be binding upon and s hall
inure to the benefit of the City and Moss Road LLC and their respective successors and assigns. 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 construed 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 Moss Road LLC as to the subject matter hereof.
9 Severability. If any provision of this Agreement shall beheld 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.
II. Recordation. This Agreement shall be recorded in the Public Records of Seminole County.
Florida.
12. Relationship of the Parties. The relationship of the parties to this Agreement is contractual
and Moss Road LLC 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
Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page 4 of6
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. Moss Road LLC 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 shan 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 shan not relieve Moss Road LLC 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 a third-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 shan be entitled to recover reasonable attorney's fees and costs through
all appeals to the extent permitted by law.
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 Moss Road LLC 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, the City reserves the right to withhold, suspend,
or terminate any and all certificates of occupancy for any building or unit if Moss Road LLC is III
breach of any term and condition of this Agreement.
Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page Sof6
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IN WITNESS WHEREOF, the parties have hereunto i
set their hands and seal on the date first above written.
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APPROVED AS TO FORM AND
LEGALITY
For the use and reliance of the City of
Winter Springs, Florida, only.
thony rganese, City A orney for
the City of Winter Springs, Florida
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Developer's Agreement
City of Winter Springs and Moss Road, LLC.
Page 60f6
WITNESSES:
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Printed Name: t}'-,/~ m I E..L(!A1li!K.
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Developer's Agreement
City of Winter Springs and Moss Road, Ltc.
Page 7 of7
LEGAL DESCRIPll0N
A parcel of land comprising portions of Lots 52 and 53, SIock "0", O.R.
Mitchell's Survey of The Levy Grant on Lake Jessup, os recorded in Plot Book
1, Page 5, Public Records of Seminole County, F'lorida.
Being more particularly described os follows:
BEGIN ot the point of intersection of the Southerly right-or-way line of
State Road No. 434 and the Easterly right-of-way line of Moss Road;
thence run North 45'47'24" East along said Southerly right-or-way line of
State Rood No. 434 for 0 distance of 13.94 feet; thence continuing along
said Southerly rIght-or-way line run South 88'25'02" Eost for 0 distance of
540.17 feet to a point on the Easterly line of Porcel 2 of subject property
per Official Records Book 4688, Page 1713 of aforesaid Public Records of
Seminole County, Florida; thence deporting soid Southerly right-of-way line
run South 00'00'07" Eost along said Easterly line for a distance of 260.10
feet; thence deporting said Easterly line run North 88'25'02" West for 0
distance of 200.03 feet; thence run North 00'01'20" West for a distance of
20.05 feet; thence run South 89"58'40" West for a distance of ~50.00 feet;
thence run North 00'00'00" East for a distonce of 239.86 feet to aforesaid
POINT OF BEGINNING.
Contains 3.161 acreS more or less.
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Exhibit" A"
BROWN, GARGANESE, WEISS & D'AGRESTA, P.A.
Attorneys at Laav
Usher L. Brown' Offices in Orlando, Kissimmee, Debra S. Babb-Nutcher''
Suzanne D'Agresta" Cocoa &Viera Joseph E. Glitch
Anthony A. Garganese" C `, Victoria L. Cecil
Jeffrey S. Weiss ~E~~,~E® Scott J. Dornstein
Andrew M. Fisher
Katherine W. Latorre
'Board Certified Civil Trial Lawyer J U l 1 R 9tln~ Amy J. Pitsch
''Board Certified City, County & Local Government Law
GIN OF WINTER SPRINGS Erin J. O'Lea
OFFICE OF THE CITY CLERK ry
J. W. Taylor
Of Counsel
July 15, 2005
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Re: Developer's Agreement /Moss Road, LLC.
City of Winter Springs -General #1193
Dear Andrea:
Enclosed please find the original recorded Developer's Agreement between
Moss Road, LLC. and the City of Winter Springs. This original is being provided to your
office for safekeeping.
Should you have any questions, do not hesitate to call.
Ve ly yours,
Anthon A. Garganese
City Attorney
AAG/slb
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: firm@orlandolaw.net
MARYANNE MORSE
CLERK DF CDURT, SEMINDLE COUNTY
3G1 NORTH PARK AUE
SANFDRD, FL 32771
4C~7-665-4411
DATE:06/29/20O5
TIME:09:22:45 AM
RECEIPT:324618
HROWN GARGANESE WEI55 DAGRESTA
ITEM -01 AGR 09:22:45 AM
FILE:2045108018 HK/PG:5787/1180
RECORDING FEE b9.50
Sub. Total b9.50
------------------------
AMOUNT DUE: 3b9.54
PAID CHECK: fb9.50
Check q:19163 569.50
TOTAL PAID: fb9.50
REC $Y:TNOLDEN
DEPUTY CLERK
Have a Nice Day