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HomeMy WebLinkAboutLongwood Property Acquisitions, LLC - Development Agreement Greenway Kia North - 2025 02 10Grant Maloy, Clerk Of The Circuit Court & Comptroller Seminole County, FL Inst #2025012358 Book:10770 Page:808-817; (10 PAGES) RCD: 2/11/2025 9:27:12 AM REC FEE $86.50 THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony A. Garganese City Attorney of Winter Springs Garganese, Weiss, D'Agresta & Salzman, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802 (407) 425-9566 DEVELOPMENT AGREEMENT Greenway Kia North THIS DEVELOPMENT AGREEMENT ("Agreement") is made and executed this loth day of February , 2025, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation with a principal address at 1126 E. S.R. 434, Winter Springs, Florida 32708 ("City"), and LONGWOOD PROPERTY ACQUISITIONS, LLC, a Florida Limited Liability Company with a principal address at 9001 E. Colonial Drive, Orlando, Florida 32817 ("Developer"). WITNESSETH: WHEREAS, the Developer is the owner of approximately 10.83 acres, more or less, of real property generally located at the intersection of Florida Avenue and U.S. Highway 17-92, with a registered address of 625 N. U.S. HWY 17-92, Longwood, Florida 32750; and WHEREAS, Developer, through their engineer Appian Engineering, LLC, has applied for Site and Final Engineering Plan Approval to construct a new single story commercial automobile dealership to house the Greenway Kia North dealership located upon the property, with the intention of subsequently demolishing the existing building which currently houses the dealership located upon the property (the "Project'); and WHEREAS, pursuant to Chapter 20 Zoning, Article I1, Division 1, Section 20-29.1 of the Winter Springs City Code ("City Code"), a community workshop for the Project was held on October 17, 2024; and WHEREAS, Section 20-29(c) of the City Code requires that all site plans shall be binding on the use of the subject property and, further, that as a condition of approval by the City Development Agreement Greenway Kia North Page 1 of 10 Book 10770 Page 809 Instrument# 2025012358 Commission, all development projects requiring a community workshop pursuant to Section 20- 29.1 of the City Code shall be required to be memorialized in a binding development agreement; and 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 Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by this reference. 2.0 Authori 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 33-20-30-503-0000-0140 and is legally described in Exhibit A, which is attached hereto and fully incorporated herein by this reference (the "Property"). 4.0 Proiect Description and Requirements. Developer shall, at its expense, design, permit and construct a single -story commercial automobile dealership with associated parking expansion and landscaping located on the Property. Following construction of the dealership building, the building which currently exists upon the property, and which will no longer be in use as the dealership will be demolished. (Hereinafter the project description and requirements are referred to as the "Project"). The Developer shall construct the Project in a manner consistent with all plans approved by the City of Winter Springs, including any and all approved Final Engineering/Site Plans and Aesthetic Plans that are on file with the City, with the following File Numbers: File No: Site Plan Review/Final EngineeringFEDP-2024-0004 File No: Aesthetic Review AERV-2024-0002 The Overall Site Plan is attached hereto for convenience and fully incorporated herein by reference as Exhibit B. Developer shall also construct the Project consistent with the requirements contained in this Agreement. Specific conditions of approval for the Project are as follows: A. The Developer must apply for a Demolition Permit from the City of Winter Springs for the old dealership building within six (6) months of the issuance of a Certificate of Occupancy for the new building being constructed to house the automobile dealership. Development Agreement Greenway Kia North Page 2 of 10 Book 10770 Page 810 Instrument# 2025012358 B. Upon completion of the Project, the use of Florida Avenue by the Developers or any subsequent owners, lessees, tenants, assignees, or occupants of the Property for loading and unloading vehicles, equipment, freight, or heavy machinery, or for any purpose other than regular automobile traffic or other similar uses, shall be prohibited. This provision is not intended to prohibit vehicles from accessing on Florida Avenue and loading/unloading within the site. C. All signs located upon the property must conform to the signage regulations codified in the City of Winter Springs Code of Ordinances, Chapter 16, Signs and Advertising. Any ground mounted, monument -style, permanent signs placed upon the property may not be more than twelve (12) feet in height above the closest driveway or vehicular use area. 5.0 Future Permitting. Developer shall be required to receive building permits for the Project within two (2) years of the Effective Date of this Agreement. Further, the Developer shall 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 this Agreement. 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 Successors 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 Law; Venue. This Agreement shall be governed by and construed in 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 Entire Agreement; Exhibits. This Agreement and all attached exhibits hereto supersede any other agreement, oral or written, regarding the Property and contain the entire agreement Development Agreement Greenway Kia North Page 3 of 10 Book 10770 Page 811 Instrument# 2025012358 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 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. 12.0 Effective Date. This Agreement shall become effective upon approval by the City Commission and execution of this Agreement by both parties hereto. 13.0 Recordation. 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 Relationship 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 Sovereign Immunity. 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). 16.0 City's Police Power. 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 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. 18.0 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. 19.0 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 Development Agreement Greenway Kia North Page 4 of 10 Book 10770 Page 812 Instrument# 2025012358 Agreement shall result in irreparable damage and that specific performance of these obligations may be obtained by a suit in equity. 20.0 Attorney's 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 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 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 this Agreement. 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 Termination. The City shall have the unconditional right, but not obligation, to terminate this Agreement, without notice or penalty, if (1) Developer fails to receive building permits for the Project within two (2) years of the Effective Date this Agreement; or (2) 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 this 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 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 and 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 Development Agreement Greenway Kia North Page 5 of 10 Book 10770 Page 813 Instrument# 2025012358 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 Force Majeure. 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 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, injunction or other court proceedings beyond the control of such party, or severe adverse weather conditions ("Force Majeure 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 Force Majeure 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. The City Manager shall have the authority to grant an extended Time Period. An extension of any Time Period for reasons of a Force Majeure Event shall be requested solely as provided in this Section. Developer hereby waives and relinquishes the right to notify the City of the intent to exercise the tolling and extension of any permit related to the Project, including Time Periods under this Agreement, development orders, and building permits, available under Section 252.363, Florida Statutes, as the result of a declaration of a state of emergency issued by the Governor for a natural emergency. 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: Attn: City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 With additional notice to: Anthony A. Garganese, Esq. Garganese, Weiss, D'Agresta & Salzman, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802 For Developer: Longwood Property. Acquisitions, LLC Attn: Christopher Allen 9001 E. Colonial Dr. Orlando, FL 32817 Development Agreement Greenway Kia North Page 6 of 10 Book 10770 Page 814 Instrument# 2025012358 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, on the date so delivered; and if mailed, on the third business day after mailing. 27.0 Assi nment. 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 parent, subsidiary, or affiliated entity in which Developer or its members are members or interest holders 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 subparagraph 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. In 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. CITY OF WINTER SPRINGS BY � Kevin McCann, Mayor ATTEST: Date: By: 0 " /Z- Christian Gowan, City Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. CITY SEAL Date: of/015 By: 4� o� ��111 J IR Ant ony A. Garganese, City Attorney for ,x the City of Winter Springs, Florida eJ ie 4�1�g 5 �Development Agreement '<. ' OQ Greenway Kia North Page 7 of 10 Book 10770 Page 815 Instrument# 2025012358 Signed, sealed and delivered in the presence of the following witnesses: Sigma ut re of Witness Ty C. AL Printed Name of Witness Address of Witness M 2•V7 Signature of Mkiwess OV-1 t t I(te, UA&1`i' 1-j 1 Printrd Name of Witness Address of Witness FL LNPWOOD PROPERTY ACQUISITIONS, LL Pn name drid title: Christopher Allen / CFO 1/28/2025 Date: STATE OF F ; COUNTY OF C u Ctf1 The foregoing instrument was acknowledged before me by means of f 1A physical presence or (� online notarization, this ��' day of �f t 201 by the Q , of Longwood Property Acquisitions, LLC, on behalf of the Association, who is personally known to me or produced as identification. (NOTARY SEAL) •... _ +?r .......... MAGALYCHERNOW MY COMMISSION # HH 424138 ;af• EXPIRES: July 20, 2027 (Print Name) Notary Public, State of _ V.(014 Commission No.: ii My Commission Expires: J ua_t 2— 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 TINS AGREEMENT, THIS AGREEMENT, AND THE DEVELOPMENT PERMIT APPROVALS REFERENCED HEREUNDER, SHALL AUTOMATICALLY BE DEEMED NULL AND VOID. Development Agreement Greenway Kia North Page 8 of 10 Book 10770 Page 816 Instrument# 2025012358 EXHIBIT A PROPERTY LEGAL DESCRIPTION LEGAL DESCRIPTION: LOTS 14 AND 15 (LESS THE EASTERLY 225 FEET OF THE. NORTHERLY 385 FEET OF LOT 15) ENTZMINGER FARMS ADDITION NO. 3., ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 64 PAGE 27, PUBLIC RECORDS OS SEMINOLE COUNTY, FLORIDA, LESS ROAD RIGHT OF WAY; AND BEGIN AT THE SOUTHWEST CORNER OF LOT 13 ENTZMINGER FARMS ADDITION NO. 1, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 5, PAGE 8, SEMINOLE COUNTY, FLORIDA, RUNNING NORTH ALONG THE. RIGHT OF WAY OF STATE ROAD 600 (FORMERLY STATE ROAD NO. 3) 20 FEET; THENCE EAST 500 FEET; THENCE SOUTH 20 FEET; THENCE WEST ALONG THE SOUTHERLY LINE OF SAID LOT 13 OF ENTZMINGER FARMS ADDITION NO. 1., TO THE SOUTHWEST CORNER OF SAID LOT AND POINT OF BEGINNING. LESS ROAD RIGHT OF WAY. Development Agreement Greenway Kia North Page 9 of 10 Book 10770 Page 817 Instrument# 2025012358 EXHIBIT B Overall Site Plan Development Agreement Greenway Kia North Page 10 of 10