HomeMy WebLinkAboutTab 77 JDBS Winter Springs LLC.pdfGRANT MALOY, gEMINOLE CO11Nn
CLERK OF CIRCUIT COURT & COMPTROLLER
CF14# 202U134811 13k:9768 Page:969-980 02P95)
REC. 11123/2020 8:25.06 AM by cones
TzECORDING FEES $103.50
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony A. Garganese
City Attorney of Winter Springs
Garganese; Weiss, D`Agresta &
Salzrnan, P-A. 111 N. Orange
Avenue, Suite 2000
Orlando, FL 32802
(407)425-9565
FOR RECORDING DEPARTMENT 175E ONLY
DEVELOPMENT AGREEMENT
JDBS Winter,Springs, LLC .(Chase Bank Conditional Use)
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and executed this %Vo
day, of WYA-b!l` 2020, by and between the .CITY OF WINTER SPRINGS, a Florida
Municipal Corporation ("City"), whose address is .1126. East S.R. 434, Winter Springs, Florida
32708,, :and JDBS WINTER SPRINGS, LLC, a Florida Limited Liability Company, whose
address is 10931 N Dale Mabry Hwy, Tampa, Florida 32619-4112.
WITNESSETH:
WHEREAS, Developer, is the owner of approximately 0..70 acres; more or less, of real
property located in the Winter Springs Town Center, T5 Transect, generally west of the
intersection of Eagle Edge Lane and SR 434, Winter Springs, Seminole County, Florida, more
particularly described herein ("Property"); and
WHEREAS, Developer has applied for a conditional use of a financial institution or
bank in order to construct a local branch of Chase Bank with a drive -through on the Property;
and
WHEREAS, pursuant to Chapter 20 Zoning, Article 11, Division 1, Section '20-29.1 of
the Winter Springs City Code ("City Code"), a community workshop for, the Project was held on
February 20, 2.020; and
WHEREAS, Section 20-29(c) of the City Code requires that all conditional uses shall be
binding on the use of the subject property and, further, that as a condition of approval by the City
Commission, all development projects requiring a community workshop pursuant to Section 20-
29(c) of the City Code shall be required to be In, in a binding development
agreement; and
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 1 of 11
WHEREAS, this Development Agreement shall be recorded against the property so that
the terms and conditions of approval related to the Project shall run with the land; and
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree as follows:
1.0 &dtaThe foregoing recitals are true and correct and are hereby incorporated
herein by this reference.
2.0 A tI1b- rity. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act.
3.0 The Property. The real property subject to this Agreement has a tax parcel
identification number of 06-21-31-507-0000-0010 and is legally described in MJBIT "A-",
attached hereto and fully incorporated herein by this reference ("Property").
4.0 Prstiectc ' d e Developer may, at its expense,
design, permit and construct a local branch of Chase Bank with a drive -through, located in the
City of Winter Springs Town Center. If constructed, the bank building and all public and private
project infrastructure shall be constructed in a single phase. Hereinafter the project description
and requirements are referred to as the "Project". Nothing in this Agreement shall be interpreted
to impose an affirmative obligation upon the Developer to construct the Project, but should the
Developer construct the Project, it shall do so in accordance with the terms of this Agreement.
The Developer shall construct the Project in a manner consistent with the approved Conceptual
Sketch attached hereto as EXHIBIT "a"' which is fully incorporated herein by this reference.
The Conceptual Sketch is intended to be the general blueprint which details key aspects of the
future physical development of the Property. The Conceptual Sketch shall also serve as a
necessary guide for future permit applications and permitting necessary to complete the
construction of the Project. Developer shall have the obligation to further submit and obtain the
City's approval of a final site plan and final engineering plans ("Final Engineering Plans")
consistent with the Conceptual Sketch in all material respects and in compliance with the City
Code. Developer acknowledges and agrees that the Conceptual Sketch was not created with
specific surveyed dimensions and that during the Preliminary Site Plan and Final Engineering
Plan process such dimensions shall be surveyed, duly engineered, and provided to the City for
consideration under applicable City Codes. The Conceptual Sketch shall be subject to reasonable
adjustments at the Final Engineering Plan phase in order to bring the Project into full compliance
with the City Code, and as a result, the exact location, layout and dimensions of the building,
landscaping, entrances, utilities, parking and other site improvements may vary slightly between
approval of the Conceptual Sketch and approval of the Preliminary Site Plan and Final
Engineering Plans. These changes shall be allowed as long as the changes are consistent with the
development standards noted in this Agreement and preserve the general character of the
development shown on the Conceptual Sketch.
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 2 of 11
Specific conditions of approval for the conditional use include the following, which are
also addressed in the City's staff report:
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 3 of 1 I
The Developer's Conceptual Sketch, as shown in EXHIBIT B, includes a common
driveway access with the adjacent parcel, which will be constructed to straddle the Property's
eastern property line. The adjacent parcel is intended to be a future Wendy's fast food
restaurant, which itself is the subject of a certain Development Agreement recorded in the
Official Records of Seminole County at Book 9538, Pages 745-755 ("Adjacent Parcel').
Therefore, the Developer has provided an executed Declaration of Covenants, Restricts and
Reciprocal Easements Agreement, recorded in the Official Records of Seminole County at
Book 9354, Pages 127-163, on May 14, 2019 ("Declaration"), which includes an easement for
reciprocal ingress and egress between the Property and the Adjacent Parcel ("Access
Easement"). Should the parties ever mutually desire to terminate the Access Easement set forth
in the Declaration, prior to executing such termination, the parties shall be required to seek and
receive consent from the City of Winter Springs and obtain an amendment to the future site plan
and final engineering plans.
• There shall be no retail sales of alcohol and no retail sales, manufacturing, or
compounding of any products derived from the hemp plant or cannabis plant, including CBD
(cannabidiol).
5.0 Futlire Permitting.,Developer shall be required to, at minimum, receive final
engineering and site plan approval and aesthetic plan approval prior to receiving any building
permit for the Project. In accordance with Section 20-36 of the City Code, the conditional use
shall expire two (2) years after the Effective Date of this Agreement unless a building permit
based upon and incorporating the conditional use is issued by the city within such two (2) years.
The conditional use shall expire two and one-half (2 %2) years after the Effective Date of this
Agreement unless the Developer has substantially commenced vertical construction of buildings,
which shall at minimum include building foundations, within such two and one-half (2 %2) years.
6.0 Representations of the Parties. The City and Developer 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 Developer, constitute a legal, valid and binding
obligation enforceable against the parties hereto. Upon recording of this Agreement in the Public
Records of Seminole County, Florida, the Agreement shall be a binding obligation upon the
Property in accordance with the terms and conditions of this Agreement. Developer represents
that it has voluntarily and willfully executed this Agreement for purposes of binding himself and
the Property to the terms and conditions set forth in this Agreement.
7.0 SuceCssors and Assigns. This Agreement shall automatically be binding upon
and shall inure to the benefit of the City and Developer 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 upon being duly recorded against the Property by
the City.
8.0 Applicable L,3w: Venue. This Agreement shall be governed by and construed in
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 4 of 11
accordance with the laws of the State of Florida. The venue of any litigation arising out of this
Agreement shall be in Seminole County, Florida or, for federal court actions, in Orlando, Florida.
9.0 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.
10.0 Erb re Agreemejnt: Exhibits. This Agreement and all attached exhibits hereto
supersede any other agreement, oral or written, regarding the Property and contain the entire
agreement between the City and Developer as to the subject matter hereof. The Exhibits
attached hereto and referenced herein are hereby fully incorporated herein by this reference.
11.0 Severahility. 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.
12.0 Effective hate. This Agreement shall become effective upon approval by the
City Commission and execution of this Agreement by both parties hereto.
13.0 HgC2rdafion. Upon full execution by the Parties, this Agreement shall be
recorded in the Public Records of Seminole County, Florida by the City. The Developer shall be
responsible for all recording fees associated with this Agreement.
14.0 Relationshin of the Parties. The relationship of the parties to this Agreement is
contractual and Developer 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.
15.0 Sovere' . The City intends to avail itself of sovereign immunity and
other applicable limitations on City liability whenever deemed applicable by the City. Therefore,
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 two hundred thousand dollars
($200,000.00), 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 three hundred thousand dollars ($300,000.00).
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 5 of 11
16.0 i . Developer 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.
17.0 JFiteIMretataan. 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.
18.0 'phird-PaM 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.
19.0 Uecific_PeirfQrxnanee. 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.
20.0 Attorneys Fees. In connection with any arbitration or litigation arising out of
this Agreement, each party shall be responsible for their own attorney's fees and costs.
21.0 P_ey_eIWmenLY_'eEMits. 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 in accordance with the criteria of the City Code and the requirements 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 Developer 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,
trailer, structure or unit if Developer is in breach of any term and condition of thisAgreement.
22.0 Default. Failure by either party to perform each and every one of its
obligations hereunder shall constitute a default, entitling the non -defaulting party to pursue
whatever remedies are available to it under Florida law or equity including, without limitation,
termination of this Agreement, an action for specific performance, and/or injunctive relief. Prior
to any party filing any action as a result of a default under this Agreement, the non -defaulting
party shall first provide the defaulting party with written notice of said default. Upon receipt of
said notice, the defaulting party shall be provided a thirty (30) day opportunity in which to cure
the default to the reasonable satisfaction of the non -defaulting party prior to filing said action.
23.0 Tertninitipn. In addition to termination as provided in Section 22.0 above, the
City shall have the unconditional right, but not obligation, to terminate this Agreement, without
notice or penalty, if Developer fails to receive building permits for the Project within two (2)
years of the Effective Date of this Agreement. Further, the City shall have the unconditional
right, but not obligation, to terminate this Agreement, without notice or penalty, if Developer
fails to substantially commence vertical construction of buildings, which shall at minimum
include building foundations, within two and one-half (2 '/2 ) years of the Effective Date of this
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 6 of 11
Agreement. The Developer may apply to the City Commission for an extension of this
Agreement, which may be granted upon good cause shown. In addition, the City shall have the
right, but not obligation, to terminate the Agreement if Developer permanently abandons
construction of the Project, provided, however, the City shall first deliver written notice and an
opportunity to cure to the defaulting party as set forth in Section 22.0 above. If the City
terminates this Agreement, the City shall record a notice of termination against the Property in
the public records of Seminole County, Florida.
24.0 Indemnification 0lld Hold Harmless, Developer shall be solely responsible for
designing, permitting, constructing, operating and maintaining this Project. As such, Developer
hereby agrees to indemnify, release, and hold harmless the City and its commissioners,
employees and attorneys from and against all claims, losses, damages, personal injuries
(including, but not limited to, death), or liability (including reasonable attorney's fees and costs
through all appellate proceedings), directly or indirectly arising from, out of, or caused by
Developer and Developer's contractor's and subcontractor's performance of design, permit and
construction, and maintenance activities in furtherance of constructing the Project and
maintaining the improvements of this Project. This indemnification shall survive the termination
of this Agreement.
25.0 LQrc—L aiettr_c. The parties agree that in the event that the failure by either party
to accomplish any action required hereunder within a specified time period ("Time Period")
constitutes a default under the terms of this Agreement and, if any such failure is due to any
unforeseeable or unpredictable event or condition beyond the control of such party, including,
but not limited to, acts of God, acts of government authority (other than the City's own acts), acts
of public enemy or war, riots, civil disturbances, power failure, shortages of labor or materials,
government mandated quarantine or travel bans; government mandated closures, disruption,
breakdown, delayed production or interruption for any period of time; interruptions to
transportation, or the use of equipment, labor, or materials, including, without limitation, the
closure of government buildings, airports, harbors, railroads, or pipelines, or other infrastructure
due to worldwide or regional pandemic or other health related event disruptions, injunction or
other court proceedings beyond the control of such party, or severe adverse weather conditions
("Uncontrollable Event"), then, notwithstanding any provision of this Agreement to the contrary,
that failure shall not constitute a default under this Agreement and any Time Period proscribed
hereunder shall be extended by the amount of time that such party was unable to perform solely
due to the Uncontrollable Event. The extended time period shall be agreed to in writing by the
parties and said agreement shall not be unreasonably withheld by either party.
26. Notice, Whenever either party desires to give notice to the other, notice shall be
sent by hand delivery or certified mail, return receipt requested, and shall be sent to:
For the City:
Shawn Boyle, City Manager
City of Winter Springs
1126 East S.R. 434
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 7 of 11
Winter Springs, Florida 32708
With additional notice to:
Anthony A. Garganese, City Attorney
Garganese, Weiss, D'Agresta & Salzman, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, FL 32802
For Developer:
JDBS WINTER SPRINGS, LLC
10931 N. Dale Mabry Hwy.,
Tampa, FL 33618
Attn: Bryan Schultz
Phone: 813 760-2621
b.schultz oceanbleu ou .com
copy to:
Graham Legal Group, PLLC
1000 Legion Place, Suite 1200
3208C E. Colonial Drive, Box 292
Orlando, Florida 32803
Attn: Jesse E. Graham, Jr.
Phone: 407-230-6449
Email: jgx hamQ amlegalg_rp.com
WEN -ACQUISITIONS, LLC
1100 Park Central Blvd. South, Suite 3300
Pompano Beach, FL 33064
Attn: Sauris Lugo / Jhonny Mercado
Phone: 561-997-6002
Email: slug.o@iacrestUggp.com / jmnercado _ 'aerest rrooup com
copy to:
Raul Gastesi, Esq.
Gastesi & Associates, P.A.
8105 NW 155h Street
Miami Lakes, FI.33016
Phone: 305-801-1292
Email: rMtesiAgastesi.com
Either party may freely modify their respective contact person and address contained in
this Paragraph by providing written notice of the modification to the other party. Any Notice
given as provided herein shall be deemed received as follows: if delivered by personal service,
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 8 of 11
on the date so delivered; and if mailed, on the third business day after mailing.
27.0 Assignment. Prior to completing the construction of the Project and reaching
final build -out of the Project, Developer shall not assign this Agreement without the prior written
consent of the City. Such assignment shall also require the written approval of the City by
amendment to this Agreement, which shall not require a public hearing and shall not be
unreasonably withheld. However, Developer shall be entitled to assign :its rights and obligations
under this Agreement to: (a) a parent, subsidiary, or affiliated entity in which Developer or its
members are members or interest holders, or (b) JPMorgan Chase Bank, National Association,
without City consent, provided that the City is given notice of such assignment in accordance
with Section 26.0 herein. Any assignment authorized by this subparagaph shall require the
assignee to be a formal signatory to this Agreement and fully assume all of Developer's
obligations, commitments, representations, and warranties under this Agreement. Jn any
assignment, the rights and obligations contained herein shall be binding on successors in interest
to the Property, and the terms and conditions of this Agreement shall bind and inure to the
benefit of the parties hereto and any respective successors and assigns.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
date first above written.
ATTEST:
BY&z
-
Christian Gowan, Interim. City Clerk
CITY SEAL
CITY OF WINTER SPRINGS
By:
Charles h cey, May
Date:
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only
By; !t
tl3ony . Garganese, City Attorney
for the City of Winter Springs, Florida
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 9 of 1 I
Signed, sealed and delivered iri the
presence of the following witnesses;
Signature oCWit6&S
11041 l' 7-
Printed Name of Witness
1� . 7 A IzA
(�gAi
Signature bfWitness
6
Printed Name of Witness
STATE OF FL09IDA
COUNTY OF dLt-L,'5&
JD7 WIN R SPRINGS, kLC
Prin and title:.J� ,q I C62LnAW lY�G
Date:: 7 - .31- 2ow
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The foregoing instrument was acknowledged before me by means of (_) physical
presence or online notarization, this 31 day of J L)Lq 2020, by
Ja-s "P_g bt &g? A w , the M4j2 of 3DSS Winter Aprings, LLC, a limited
liability company, on behalf of the company, who is sonally known me or produced
as identification.
DEVELOPER IS HEREBY ADVISED THAT SHOULD DEVELOPER FAIL TO
FULLY EXECUTE, AND DELIVER TO THE CITY, THIS AGREEMENT WITHIN
THIRTY (30) DAYS FROM THE DATE THAT THE CITY COMMISSION APPROVES
THIS AGREEMENT, THIS AGREEMENT, AND THE DEVELOPMENT PERMIT
APPROVALS REFERENCED HEREUNDER, SHALL AUTOMATICALLY BE
DEEMED NULL AND VOID.
DEVELOPMENT AGREEMENT
City of Winter Springs and 7DBS Winter Springs LLC (Chase Bank Conditional Use)
Page 10 of 11
EXHIBIT A PROPERTY LEGAL DESCRIPTION
LOT 1, WSTC OCEAN BLEU. ACCORDING TO THE MAP OR PLAT THEREOF. AS
RECORDED IN PLAT BOOK 84, PACES 37 AND 38, PUBLIC RECORDS OF SEMINOLE
COUNTY, FLORIDA.
DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, LLC (Chase Bank Conditional Use)
Page 10 of 11
EXHIBIT B CONCEPTUAL SKETCH
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DEVELOPMENT AGREEMENT
City of Winter Springs and JDBS Winter Springs, -LLC (Chase Bank Conditional Use)
Page I I Of] I