HomeMy WebLinkAboutUrsula, LLC (The Human Bean) - Development Agreement - 2025 06 09Grant Maloy, Clerk Of The Circuit Court & Comptroller Seminole County, FL
Inst #2025056780 Book:10840 Page:1882-1892; (11 PAGES) RCD: 6/11/2025 1:38:04 PM
REC FEE $95.00
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
EVELOPMENT AGREEMENT
(Ursula, LLC - The Human Bean)
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered this
CB day of ' ; , 20 , by and between the CITY OF WINTER
SPRINGS, a Florida municipal corporation ("City") and URSULA LLC, a Florida limited
liability company with a principal address at 1605 Cougar Court, Winter Springs, Florida 32708
("Developer").
WITNESSETH
WHEREAS, Developer is the owner of approximately 7.84 acres, more or less, of real
property with an address of 260 East SR 434, Winter Springs, Florida 32708, commonly known
as the Venetian Square, generally located northeast of the intersection of State Road 434 and Moss
Road in Winter Springs, Florida, more particularly described herein (the "Property"); and
WHEREAS, the Venetian Square shopping center was originally constructed in
approximately 1981, and the City subsequently entered into a binding development agreement
with the Aggarwal Pension Trust Fund ("Aggarwal"), dated June 28, 2004, for an expanded
development on the Property, recorded in Official Record Book 05832 Pages 1136-1145 of the
Official Records of Seminole County, Florida, such development agreement having been modified
by the First Modification to Development Agreement, dated September 02, 2005, recorded in
Official Record Book 05886 Pages 0817-0819 of the Official Records of Seminole County, Florida
("First Modification"); and
WHEREAS, the 27,000 square -foot building proposed in what is the current parking lot
of the Venetian Square development and approved via the Aggarwal Development Agreements
was never constructed and such approvals have become null and void pursuant to the terms of the
First Modification; and
City of Winter Springs / Ursula, LLC
Development Agreement
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Book 10840 Page 1883
Instrument# 2025056780
WHEREAS, the current owner, Ursula, LLC, (the "Developer") acquired the Property by
special warranty deed recorded in the Official Records of Seminole County, Florida, at Book
09415 Page 412 in July of 2019 and has since made numerous aesthetic and parking lot
improvements to the Property; and
WHEREAS, Developer, through their engineer Kevin S. Herbert, PE, of Mei Partners,
LLC, 1035 S. Semoran Blvd., Suite 1029, Winter Park, Florida 32792, has applied for site
plan/final engineering review, aesthetic review, and a waiver to construct a drive-thru coffee shop
(d.b.a. The Human Bean) upon approximately 0.30 acres, more or less, of the Property, within the
parking lot area of the existing Venetian Square property (the "Project"); and
WHEREAS, pursuant to Chapter 20 Zoning, Article II, Division 1, Section 20-29.1 of the
Winter Springs City Code ("City Code"), a community workshop for the Project was held on
January 6, 2025; 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
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 Authority. 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 tax parcel
identification number 26-20-30-5AR-ODOO-0120 and is legally described in EXHIBIT "A",
which is attached hereto and fully incorporated herein by this reference (the "Property").
4.0 Project Description and Requirements. Developer or its authorized tenant
shall, at its expense, design, permit and construct a drive -through coffee shop and associated
parking, landscaping, and drive -through aisles on approximately 0.30 acres, more or less, of the
Property. The coffee shop 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").
City of Winter Springs / Ursula, LLC
Development Agreement
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Instrument# 2025056780
The Developer shall construct the Project in a manner consistent with the approved Final
Engineering/Site Plans, Waiver and Aesthetic Plans that are on file with the City with the following
file numbers and consistent with the requirements contained in this Agreement:
File No.: FEDP-2024-0002
File No.: WAIV-2025-0006
File No.: AERV-2025-0005
For convenience, a copy of the Overall Site Plan is attached hereto and fully incorporated herein
by this reference as EXHIBIT `B." Specific conditions of approval for the above -referenced
Plans include the following, which are also addressed in the staff report for the Final
Engineering/Site Plans and Aesthetic Plans:
A. Construction shall be in substantial conformance with this Agreement and
the approved Plans.
B. For parking spaces on the east side of the building, the 2' overhang shall be
considered part of the parking space dimension to achieve the 10' X 20'
parking space requirement specified by code.
C. The row of shrubs proposed to be planted for the streetscape shall be
extended to the west property line.
D. The Developer shall install a high emphasis crosswalk(s) connecting the
pedestrian sidewalk and frontage of the building/walk-up service window
area.
E. If outdoor seating is provided in the future, overhead lighting acceptable
for safety purposes shall be provided on the exterior of the building to
illuminate the seating area and such revisions to the final engineering
plans would require further approval by the City Commission.
5.0 Future Permitting. Developer shall be required to receive building permits and
substantially commence vertical construction of buildings, which shall at minimum include
building foundations, for the Project within two (2) years of the Effective Date of 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
City of Winter Springs / Ursula, LLC
Development Agreement
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Book 10840 Page 1885
Instrument# 2025056780
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 the Middle District
of Florida, Orlando, Division.
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; Other Provisions. 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 Project. 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 patties hereto.
13.0 Recordation. Upon full execution by the Patties, 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
City of Winter Springs / Ursula, LLC
Development Agreement
Page 4 of 11
Book 10840 Page 1886
Instrument# 2025056780
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 RiLhts. 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 and Enforcement. 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 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 Developer fails to receive building permits
City of Winter Springs / Ursula, LLC
Development Agreement
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Book 10840 Page 1887
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and substantially commence vertical construction of buildings, which shall at minimum include
building foundations, for the Project within two (2) years of the effective date of 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
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
City of Winter Springs / Ursula, LLC
Development Agreement
Page 6 of 1 I
Book 10840 Page 1888
Instrument# 2025056780
H 26 East S.R. 434
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:
Ursula LLC
1605 Cougar Ct.,
Winter Springs, Florida 32708
970-306-3299
javiernpataonre.com
With additional notice to:
Kevin S. Herbert, PE
1035 S. Semoran Blvd.,
Suite 1029
Winter Park, Florida 32792
321-203-2852
kevinligmei-partners.com
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 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
City of Winter Springs / Ursula, LLC
Development Agreement
Page 7 of 11
Book 10840 Page 1889
Instrument# 2025056780
By:
Kevin Mc ann, Mayor
ATTEST:
a
By:
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:
By: .�
,,,Vnter Spr! nth A. Garganese, City Attorney for
o� �� the City of Winter Springs, Florida
o�pora�e s
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City of Winter Springs / Ursula, LLC
Development Agreement
Page 8 of I
Book 10840 Page 1890
Instrument# 2025056780
Signed, sealed and delivered in the
presence of the following witnesses:
vd-'J J/-14�1 -
Si atitre of witness
_/'/
Printed Name of Witness
Address of Witness
Signature of Witness
J V \'%'Ssja
Printed Name of Witness
V'2-1U E SR -i � LA
Address of Witness
STATE OF `r k0' IA Q
COUNTY OF S{;YY vNO-e-
URSULA LL
Print name and`titl o y'w kc-"CJ,�3' tov' -
Date:
e foregoing instrument was acknowledged before me by means of physical
presence or ( ) online notarization, this � � day of Acn ' 20�,
by i C tN1ItVtlA o � %e �c�4 of Ursula LLC, a Florida not for profit
corporation, on behalf of the corporat on, who is personally known to me or produced
IcN U (&—, 1 as identification.
(NOTARY SEAL) -'
a Public Signature)
I Ca�i'lC�G�1®0U-k
Yiii— (Print Name)
TAMALEE GOPAUL
P `r; I i?Y✓ Notary Public - State of Florida Notary Public, State of(;Q U�
Commission N HH 618524 Ly
ovn?' My Comm. Expires Dec 4, 2028 Commission No.:
Bonded through National Notary Assn. My Commission Expires: -DeIc
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.
City of Winter Springs / Ursula, LLC
Development Agreement
Page 9 of 11
Book 10840 Page 1891
Instrument# 2025056780
EXHIBIT A
PROPERTY LEGAL DESCRIPTION
LEGAL DESCRIPTION
(FROM BOUNDARY SURVEY PREPARED BY L&S DIVERSIFIED DATED 8/6/2019 PROJECT NO.: 190185)
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SEMINOLE, STATE OF FLORIDA, AND DESCRIBED AS
FOLLOWS:
(PARCEL 2)
A TRACT OF LAND LYING IN SECTION 34, TOWNSHIP 20 SOUTH, RANGE 30 EAST, SEMINOLE COUNTY, FLORIDA, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FROM THE POINT OF INTERSECTION OF MOSS ROAD AND THE LONGWOOD-OVIEDO ROAD, RUN SOUTH 88 DEGREES 23 MINUTES
42 SECONDS EAST, 701.16 FEET ALONG THE CENTERLINE OF THE LONGWOOD-OVIEDO ROAD; THENCE NORTH 01 DEGREES 36
MINUTES 18 SECONDS EAST, 60.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 01 DEGREES 36 MINUTES 18
SECONDS EAST, 116.00 FEET; THENCE SOUTH 88 DEGREES 23 MINUTES 42 SECONDS EAST, 322.00 FEET; THENCE NORTH 01
DEGREES 36 MINUTES 18 SECONDS EAST, 289.88 FEET; THENCE SOUTH 88 DEGREES 25 MINUTES 42 SECONDS EAST 16.09 FEET;
THENCE NORTH 01 DEGREES 36 MINUTES 18 SECONDS EAST, 293.94 FEET; THENCE SOUTH 57 DEGREES 67 MINUTES 15
SECONDS EAST, 416.35 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SHERRY AVENUE; THENCE SOUTH 26 DEGREES 02
MINUTES 06 SECONDS WEST ALONG SAID RIGHT OF WAY LINE 75.32 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE
LEFT HAVING A RADIUS OF 284.34 FEET AND A CENTRAL ANGLE OF 34 DEGREES 41 MINUTES 22 SECONDS; THENCE ALONG THE
ARC OF SAID CURVE 172.16 FEET TO A POINT ON A CURVE; THENCE SOUTH 72 DEGREES 38 MINUTES 37 SECONDS WEST, 162.49
FEET; THENCE SOUTH 17 DEGREES 21 MINUTES 23 SECONDS EAST, 190.00 FEET TO A POINT ON THE NORTHERLY RIGHT OF
WAY LINE OF THE LONGWOOD-OVIEDO ROAD, SAID POINT BEING A POINT ON A CURVE HAVING A RADIUS OF 1230.00 FEET, A
CENTRAL ANGLE OF 09 DEGREES 58 MINUTES, 15 SECONDS AND A CHORD BEARING OF SOUTH 86 DEGREES 37 MINUTES 10
SECONDS WEST; THENCE ALONG THE ARC OF SAID CURVE 214.05 FEET TO THE POINT OF TANGENCY; THENCE NORTH 88
DEGREES 23 MINUTES 42 SECONDS WEST, 340.08 FEET TO THE POINT OF BEGINNING.
LESS AND EXCEPTTHAT PORTION CONVEYED BY WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 3731, PAGE 881.
City of Winter Springs / Ursula, LLC
Development Agreement
Page 10 of 11
Book 10840 Page 1892
Instrument# 2025056780
EXHIBIT B
OVERALL SITE PLAN
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City of Winter Springs / Ursula, LLC
Development Agreement
Page 11 of 11