HomeMy WebLinkAboutLecesse Development Corporation Developer's Agreement -2006 07 26THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony A. Garganese
City Attorney
Brown, Garganese, Weiss & D'Agresta, P.A.
PO Box 2873
225 E. Robinson Street, Suite 660
Orlando, Florida 32802
(407) 425-9566
DEVELOPER'S AGREEMENT
This DEVELOPER'S AGREEMENT (the "Agreement") is made and executed this
I ~ ,., day of ~_~j 2006 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 LECESSE DEVELOPMENT CORPORATION, a Florida
corporation as assignor for an entity in formation ("Lecesse") whose address is 650 S. Northlake
Boulevard, Suite 450, Altamonte Springs, Florida 32701.
WITNESSETH
WHEREAS, Lecesse has contracted pursuant to a written Purchase Contract (the
"Purchase Contract") to purchase from Juanita Blumberg the fee simple ownership of certain real
property containing 4.78 acres +/- located in the City of Winter Springs and more particularly
described in Exhibit "A" attached hereto and incorporated herein by this reference (the
Property); and
WHEREAS Lecesse desires to buy the Property, provided that Lecesse is able to
develop the Property as a residential multifamily community to be comprised of 152 residential
units in five multifamily buildings which buildings are respectively between 4 and 6 stories each
(the "Project") as depicted in that certain Master Site Plan, entitled Villa Grande at Town Center,
dated October 14, 2005 and last revised on April 4, 2006, and prepared by CCL / IBI
Consultants, Inc. under project No 3172, a copy of which is attached hereto as Exhibit "B" and
incorporated herein by this reference (referred to as the "Concept Plan") and in accordance with
the terms and conditions of this Agreement; and
WHEREAS the City and Lecesse desire to set forth the following special terms and
conditions with respect to the proposed development of the Project.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree as follows:
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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1. Recitals. The foregoing recitals are true and correct and are hereby incorporated
herein by this reference.
2. Authorit . -This Agreement is entered into pursuant to the Florida Municipal
Home Rule owers ct.
3. Obli ations and Commitments. In consideration of the City and Lecesse
entering into t is greement, t e ity an ecesse hereby agree as follows:
(a) Approval of Preliminazy En ineerin Plans. The City hereby
acknowledges and agrees that the Preliminary Engineering Plans approved by the City
Commission on April 24, 2006 ("Preliminary Engineering Plans) are acceptable, provided,
however, Lecesse shall have the Obligation to further submit and obtain the City's approval
of final engineering plans. Lecesse and the City agree that the Preliminary Engineering
Plans are-subject to reasonable adjustments at the final engineering phases in order to bring
the Project into full compliance with the City Code. Upon approval by the City Commission,
the Final Engineering Plans shall be substituted for the Preliminary Engineering Plans
referenced herein and control the development of the Project. Further, Lecesse shall also
have the obligation to construct aesthetic enhancements to the Project as may be reasonably
requested by the City in accordance with the City Code, particularly the City's Town Center
District Code and the aesthetic review ordinance set forth in section 9-600 et. seq., 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 Project and
agrees that it shall provide such water and sewer services to the Project.
(c) Roadways; Collector Road. All roadways shall be designed and
constructed pursuant to the Town Center District Code. In order to facilitate the safe,
efficient and orderly flow of traffic throughout the Winter Springs Town Center, the City
desires that Lecesse construct the road improvements as delineated below (the "Roads"). The
Roads to be built by Lecesse are:
(1) In consideration of being permitted to use the City-owned wet detention pond in
accordance with subparagraph 3 (d), Lecesse shall improve, to the City's
complete and reasonable satisfaction, approximately 725 linear feet of that portion
of the dedicated right of way of Doran Drive which is situated between the
intersection of Blumberg Blvd. and the right of way of Second Street, as depicted
on the Preliminary Engineering Plans; and
(2) Dedicate the right-of--way and construct approximately 275 linear feet of Edge
Drive along the northern most line of the Property, as reflected on the Preliminary
Engineering Plans. The right-of--way shall be dedicated in a form acceptable to
the City Attorney and at such time the City requests the dedication in writing.
The Roads shall be designed, located and constructed in accordance with the
Preliminary Engineering Plans and shall consist of two different design segments as
aforedescribed.
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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Lecesse agrees to convey to the City that portion of the Roads located on the
Property as depicted on the Preliminary Engineering Plans, along with all related
improvements thereon and thereunder. All such land conveyances shall be by a recorded
plat and free and clear of all encumbrances. Conveyance of improvements shall be by bill
of sale and free and clear of all liens. The plat and bill of sale shall be in a form acceptable
to the City Attorney.
(d) Construction of Stormwater Improvements. Lecesse has designed the
Project so that all stormwater quality, retention and/or detention improvements for the
Property, together with the roadway improvements to be located adjacent to and/or within the
Project, are located offsite at the City-owned wet detention pond located behind City Hall
(the "Pond"). Lecesse may design and construct culverts and drainage pipes so that all
stormwater drains into the aforesaid Pond in accordance with City and SJRWMD criteria and
standards. The City acknowledges that the Pond, as constructed, has sufficient capacity to
accommodate stormwater runoff from the Project. The City will grant such easements as are
reasonably needed to insure that the project has the perpetual right to drain into said ponds.
(e) Installation of Utility Lines by Lecesse. Lecesse hereby acknowledges and
agrees that utilities for telephone and electric power along the frontage of the Project shall be
installed underground along that boundary of the Property abutting S.R. 434. Lecesse shall convey
to the City anon-exclusive utility easement, ten (10) feet in width, along the entire southern
boundary of the Property adjacent to SR. 434, except that the easement adjacent to Building #5 as
shown on the Preliminary Engineering Plans shall be five (5') feet in width, in a form acceptable to
the City Attorney.
(f) Town Center Code Waivers. Based on the Preliminary Engineering Plans
and Lecesse's agreement to the terms and conditions set forth in this Agreement, the City
Commission hereby grants the following waivers /variances to the Town Center District Code
pursuant to the special exception criteria enumerated in Section 20-321(c):
(aa) Lecesse is permitted to have as much as 81 feet distance between buildings,
with the installation of the connecting garden walls as depicted on the
Preliminary Engineering Plans.
(bb) Notwithstanding the 55 foot maximum height requirement set forth in section
20-325, Lecesse may construct buildings with a maximum building height of
six stories.
(cc) Lecesse shall construct a clubhouse which may only have one story, provided
said clubhouse is approved by the City Commission pursuant to the aesthetic
review standards and procedures set forth in section 9-600 et. seq., City Code.
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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Said clubhouse shall be setback from Doran Drive as indicated on the
Preliminary Engineering Plans.
(dd) Lecesse shall have the right to utilize the ground floor of its buildings as a
parking garage, provided the facade of the garage is approved by the City
Commission pursuant to the aesthetic review standards and procedures set
forth in section 9-600 et. seq., City Code.
(ee) No frontage road shall be constructed as otherwise provided by section 20-
325, City Code.
(ff) Maximum building width (185 to 190 feet) shall exceed 160 feet as set forth in
section 20-325.
(gg) The 50 foot set back requirement for structured parking under section 20-324
shall not be required for the first floor parking, provided the first floor parking
is constructed in accordance with the Preliminary Engineering Plans.
(hh) 'The sidewalk on the west side of Doran Drive may be constructed at 11.5 feet
in width, instead of the 12 feet required by section 20-325.
(ii) Build to lines for all roadways shall be as depicted on the Preliminary
Engineering Plans.
(g) Trash/Refuse Pick-un. Trash and refuse service shall be provided by the City's waste
hauler at designated dumpster areas depicted on the Preliminary Engineering Plans unless otherwise
approved by the City Manager in writing.
(h) Fence Requirement. In accordance with Section 20-417, Winter Springs City Code,
Lecesse shall construct a decorative metal fence facing the property on which City Hall is located,
provided the fence is approved by the City Commission pursuant to the aesthetic review standards
and procedures set forth in section 9-600 et. seq., City Code.
(i) Mandatory Association Required. Lecesse shall form a mandatory
condominium association (the "Owners Association") for purposes of maintaining any and
all common areas, landscaping, entrance signs, walls, fences, recreational areas, and
stormwater facilities associated with the Project. Lecesse will file a Declaration of
Condominium, (the "Declaration") among the Public Records of Seminole County, Florida to
evidence the formation of the Owners Association and establish its rights, duties and
obligations. The Declaration shall be in a form reasonably acceptable to the City Attorney
and. shall require the Owners Association, and the members thereof, to be bound by the
terms and conditions of this Agreement. Lecesse shall have the right to develop the
condominium in one or more phases.
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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(j) Levels of Service. The City acknowledges that the "Levels of Service" (e.g.
water, sewer, wastewater, solid waste, roads, traffic, and parks) located in the vicinity of the
Property are sufficient to accommodate the Project. Accordingly, the proposed project
complies with the City's "concurrency" requirements.
(k) Recreational Area. Lecesse shall provide and maintain a recreational area
within the Project as shown on the Preliminary Engineering Plans.
(1) Parking Spaces. As reflected in the Preliminary Engineering Plans approved
by the City, the Project will provide 284 parking spaces, of which 159 spaces are covered,
and 12 are handicapped spaces. Of the 284 parking spaces, there will be a minimum of one
parking space assigned per dwelling unit. No additional parking spaces are required.
(m) Landscape Plans. Landscaping shall be installed and maintained in accordance with
the landscape plans approved by the City Commission. In addition, to the standard Arbor Permit
Fee, Lecesse shall make a contribution to the City's tree bank in the amount of $1000.00 ($500.00
each x two specimen trees)to partially offset the loss of tree canopy value to the City caused by the
removal of existing trees located on the Property. Said contribution shall be used to purchase and
install trees and landscape material within the Town Center.
(n) Impact Fees. The City hereby agrees to freeze (not increase) Police, Fire, Parks and
Recreation, Public Buildings, and Transportation impact fees for a period of one year commencing
on July 24, 2006.
4. Representations of the Parties. The City and Lecesse 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 will. When title to the Property is
vested in Lecesse and/or its designated assignee and when duly executed and delivered by
the City, then this Agreement will be recorded in the Public Records of Seminole County,
Florida, and will 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. Lecesse represents that it has voluntarily and willfully executed this Agreement
for purposes of binding the Property and the Owners' Association, and the members thereof,
to the terms and conditions set forth in this Agreement. In the event Lecesse does not
acquire title to the Property pursuant to the Purchase Contract or within six months of both
parties signing this Agreement, which ever occurs sooner, then this Agreement shall be of no
force and effect unless both parties agree in writing that Lecesse will be given additional
time to acquire the Property.
5. Successors and Assi ns. This Agreement shall automatically be binding upon
and shall inure to the benefit of the City and Lecesse and their respective successors and
assigns including, but not limited to, the Owners' 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.
Ciry of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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6. Applicable Law; Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida. Venue for any state court action shall be
Seminole County, Florida, and Orlando, Florida for any federal court action.
7. Amendments. This Agreement shall not be modified or amended except by
written agreement duty 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 Lecesse as to the subject
matter hereof.
9. 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.
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 in accordance with section 4 of this Agreement.
l2. Relationship of the Parties. The relationship of the parties to this Agreement is
contractual and Lecesse 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. 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, 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.
14. City's Police Power. Lecesse 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
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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disfavored regarding the interpretation to this Agreement in the event of a dispute between
the parties.
16. Third-Part~'ghts. 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, provided
however, Lecesse will assign its rights under this document to a "to be formed" development
entity.
17. 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.
18. 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.
19. 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 Lecesse 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
Lecesse is in breach of any term and condition of this Agreement.
20. Termination. The City shall have the unconditional right, but not obligation, to
terminate this Agreement, without notice or penalty, if Lecesse fails to receive building permits
and substantially commence construction of the Project within three (3) years of the effective
date of this Agreement. If the City terminates this Agreement, the City shall record a notice of
termination in the public records of Seminole County, Florida.
{Signature Page Follows}
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on
the date first above written.
CITY WIN7'1h;R cpRIN S
APPROVED AS TO FORM AND
LEGALITY r the use and reliance of the
City of W' rings, Florida on y.
~1 ~y/a b
Date ~.
By'-------------------
Signed, sealed and
Delivered in the presence
of the following witnesses: LECESSE DEVELOPMENT CORP.
Name : _ ~_..fi1~ ~~`~~~ ---------
]3 y ~ -------t '/~
s~k rosch,
Vice President
STATE OF FLORIDACOUNTY OF 6~-E..~~-y,,,,..~f.~,
The foregoing instrument was acknowledged before me this~~ day of
_ _ ____, 2006 by FRANK GROSCH, as Vice President of Lecesse
vel ment_Corp._._, a Florida corporation on behalf of said corporation. He is
f~e.r-sully known to ttie~~r has produced __________________ as identification.
s
r _... _ __
Notary Public Signature
Print Name : ~-~.~,~,.~t. _~p ._~.~~,~ ~
Commission No: ___ ___ ___
My Commission Expires a~Ntttitp~t~!!~i,,,,
City of Winter Springs /Lecesse Development Corporation
Developer's Agreement
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BROWN, GARGANESE, WEISS & D'AGRESTA I~:A
.Attorneys at Laav
Debra S. Babb-Nutcher" Offices in Orlando
Kissimmee
Cocoa
,
,
,
Joseph E. Blitch Ft. Lauderdale & Tam a Gail C. Bradford
Usher L. Brown ' P Scott J. Dornstein
Suzanne D'Agresta'' Mitchell B. Haller
Anthony A. Garganese" Katherine W. Latorre
J.W. Taylor Amy J. Pitsch
Jeffrey S. Weiss -
'Board Certified Civil Trial Lawyer
"Board Certified Ciry, 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
August 4, 2006
Re: City of Winter Springs / Lecesse Development Corporation -
Development Agreement (Original for Signature)
Dear Andrea:
Erin J. O'Leary
Catherine D. Reischmann
William E. Reischmann, Jr.
Of Counsel
Please find enclosed, the original DevelopmentAgreementforthe above referenced
matter. The same should be signed by the Mayor as soon as is practicable. Please see
that the Mayor signs the Agreement and that it is attested to and then please return the
document to our office so that the same may be recorded in the Seminole County Public
Records.
Please contact me if you should have any questions.
Ve ru Yours,
~~
Anthony A. Garganese
City Attorney
Enclosure
AAG/slb
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 (866) 425-9566 • Ft. Lauderdale (954) 670-1979
Website: www.orlandolaw.net • Email: firm@orlandolaw.net