HomeMy WebLinkAboutWinter Springs Holdings, Inc, - Future Development Commitment Agreeement 2010 11 10�111i11"01111I1H111111411N1114ININ110Rolla -
Prepared by and return to:
Anthony A. Gargtnese
City "of Winter Springs
Brown, Garganese, Weiss & D'Agresta, P.A.
l I I N. Orange Avenue, Suite 2000
Orlando, Florida 32802
NARYMNE MRORSE, CLERK OF CIRCUIT COURT
SEMINOLE COUNTY
81K 07486 Pqs 0146 - 154; (9pgs)
CI-1=1 V,I S # Z-010136465
RECORDED 11/29/2010 ik^t05:5Lz pN
RECORDING FEES 7& 00
RECORDED BY T Saith
FUTURE DEVELOPMENT
COMMITMENT AGREEMENT
^ THIS AGREEMENT (the "Agreement") is made and entered into effective this
&�1 day of November, 2010, by and between Winter Springs Holdings, Inc., a Delaware
corporation, whose address is 900 Seventh Street NW, Ste. 1020, Washington, DC 20001, and its
successors and assigns (the "Owner"), and the City of Winter Springs, Florida (the "City"), a
Florida Municipal Corporation, whose address is 1126 E. State Road 434, Winter Springs, FL
32708.
COMMON RECITALS:
WHEREAS, the Owner is the owner in fee simple title to certain real property (the
"Property") described in EXHIBIT "A" attached hereto and incorporated herein by this
reference; and
WHEREAS, the Property was subject to that certain Implementation Agreement (the
"Implementation Agreement"), recorded in the Public Records of Seminole County, Florida in
Official Records Book 6599, Pages 1705-1726; and
WHEREAS, the Owner and the City entered into an Agreement, dated August 23,2010,
to terminate the implementation Agreement in accordance with the conditions set forth in Section
3 thereof, which shall be recorded in the Public Records of Seminole County, Florida prior to the
recordation of this Agreement ("Termination Agreement"}; and
WHEREAS, Section 3.6 of the Termination Agreement required that the City and the
Owner enter into this Agreement to memorialize the fixture development obligations which are
restated from the Termination Agreement as set forth herein.
ll I Be
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and in consideration
of the termination of the Implementation Agreement and in accordance with the Termination
Agreement, the parties agree as follows:
Future Development Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 1 of 6
Book7486/Page146 CFN#2010136465
1. Recitals. The parties agree and acknowledge that the recitals above are true and
correct and that it is the intent of the parties by entering into this Agreement to create a legally
binding contract.
2. Future Obligations on the Property. In accordance with Section 3.6 of the
Termination Agreement, Owner hereby restates the following existing commitments with
respect to the Property:
2.1 Owner agrees to convey to the City two small neighborhood squares # 4
(minimurr7 .42 acres) and 45 (minimum .44 ace), such acreage to include all rights -of -way around
the perimeter of each neighborhood square, at such time the City determines the squares are
needed in conjunction with the firture development of the Property. The location of the neighborhood
squares are generally depicted on EXHIBIT "B." which is attached hereto and fully incorporated
herein by this reference. However, the Owner and the City agree that the parties may mutually agree
in writing to modify the location of the neighborhood squares in order to accommodate the future
development plans on the Property. The conveyances shall be at no cost to the City by special
warranty deed for fee simple title.
2.2 Owner shall be responsible for designing, permitting, and constructing a
master stor awater plan for the Property, which is intended to include the handling of stormwater
runoff from Spine Road (Michael BIake Boulevard) which is being simultaneously conveyed to the
City with the execution and delivery of this Agreement. Owner shall construct the permanent
master stormwater facilities at such time the Property is developed in accordance with all applicable
St Johns Water Management District ("SJRVVMD') and any other applicable regulatory permitting
requirements. The permanent stormwater facilities located outside of the Spine Road Property shall
remain privately owned and maintained, with a drainage easement dedicated to the City over all
stormwater facilities supporting Spine Road at such time the permanent facilities are constructed
and approved by the City. In the event that the City chooses to construct Spine Road in advance of
substantial development of the Property and before the permanent stormwater facilities are in place,
Owner shall grant the City a right -of -entry to construct and maintain temporary stormwater
facilities on the Property located outside of the Spine Road Property in accordance with a temporary
drainage easement that is mutually acceptable to the Owner and the City. The area for the temporary
stormwater facilities shall be generally located in the area depicted on EXMIT "C " which is
attached hereto and deemed fully incorporated herein by this reference. The right -of -entry and
easement shall remain in place until the permanent stormwater facilities are constructed by the
Owner. At the time the permanent drainage facilities are constructed and accepted by the City and
the applicable regulatory agencies, Owner shall be
responsible for the removal of all temporary drainage facilities. In addition to the right -of -entry and
easement Owner shall grant the City authorization to utilize and/or modify any permits applicable to
the construction of Spine Road. Owner agrees to cooperate with the City regarding any permit
utilization and/or modification and shall execute applicable permit documents authorizing the
permit utilization or modification to the extent required by the SJRWMD.
Miscellaneous Provisions.
3.1 Applicable Law and Venue. This Agreement shall be governed by and
Future Development Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 2 of 6
Book7486/Page147 CFN#2010136465
construed under the laws of the State of Florida The parties shall attempt in good faith to resolve any
dispute concerning this Agreement through negotiation and/or mediation between authorized
representatives. If these efforts are not successful, and there remains a dispute under this Agreement,
either party may then file an action in the Circuit Court of Seminole County, which shall be the
exclusive venue with respect to any disputes arising out of this Agreement. This Agreement shall
not be construed or characterized as a development agreement under the Florida Local Government
Agieement Act.
3.2 Entire Agreement. This Agreement is the entire agreement between the
patties related to the subject matter expressed herein, and supersedes all previous oral and written
representations, agreements and understandings between the parties related thereto. Except as
otherwise provided herein, this Agreement shall only be amended or cancelled by mutual written
consent of the parties hereto or by their successors in interest.
3.3 Effective Date. The effective date of this Agreement (the "Effective
Date") shall be the date when the last one of the Parties has properly executed this Agreement as
determined by the date set forth immediately below their respective signatures and shall be binding
upon all successors in interest to the parties.
3.4 Notices. Whenever any of the parties desire to give notice to the
other, such notice must be in writing, sent by U.S. Mail, postage prepaid, addressed to the party for
whom it is intended at the place last specified; the place for giving of notice shall remain such
until it is changed by written notice in compliance with the provisions of this paragraph. Until
otherwise designated by amendment to this Agreement, the parties designate the following as the
respective places for giving notice:
For the Owner: Winter Springs Holdings, Inc.
c/o IBEW Pension Benefit Fund
900 Seventh Street NW, Suite 1020
Washington, DC 20001
Telephone:
Fax:
With a copy to: Potts -Dupre, Difede & Hawkins, chtd.
Attention: Jim Difede, Esq.
900 Seventh Street, NW, Suite 1020
Washington, DC 20001
Telephone: (202) 223-0888
Fax: (202) 223-3868
With a copy to; CS Capital Management
Attention: Brian Love
Paul Saylor
One Overton Park — Suite 240
3625 Cumberland Boulevard
Atlanta, GA 30339
Future Development Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 3 of 6
Book7486/Page148 CFN#2010136465
Telephone: (770) 818-4040
Fax: (770) 818-4041
For the City: City of Winter Springs
Attn: City Manager
1126 E. State Road 434
Winter Springs, FL 32708
Telephone: 407-3 27-595 7
Fax: 407-327-4753
3.5 Attorneys Fees. Each party shall bear their own attorneys fees regarding the
ding and implementation of this Agreement.
3.6 Specific Performance. If Owner defaults on its. obligations set forth
in Paragraph 2 of this Agreement, the City shall have the right to seek specific performance against
the Owner in order to effectuate the required conveyances of the neighborhood squares and the
City's use of the Property for Spine Road stormwater purposes. In such case, the City shall have the
right to recover prevailing party attorneys fees and costs in the event the City must file an action to
enforce the terms and conditions set forth in Paragraph 2.
3.8 Recordation. This Agreement shall be recorded in the Public Records of
Seminole County, Florida, and shall run with the Property.
[SIGNATURE PAGE FOLLOWS]
Future Developrnent Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 4 of 6
Book74861Page149 CFN#2010136465
IN WITNESS WHEREOF, the parties hereto have caused this
executed by their appropriate officials, as of the date first above written.
WITNESSES:
{signature}
(print name)
(signature`) (print name)
STATE OF FLORIDA
COUNTY OF SEMINOLE
Agri to be
CITY OF WINTER SPRING
r
By: d�,•AT€� ,.
MARLF7ST-,,�rc
0
ATTEST:
By:1°'
dreg Lorenzo- Lua.ces, CityC1
Date: Jk,t /' l C7/U
The foregoing instrument was acknowledged before me this iQ day of November,
2010, by CHARLES LACEY, Mayor of the City of Winter Springs, (check one) who is
personally known to me or o who produced as
identification.
4")J&&AW
N-ofary Public
Print Name:
My Commission expires:
r pie a% ulalis 5[ate o Flotvda
, nanielle Harker
q t rNy COmmisSiOn D0663371
�OF "°~ Ex Tres 04/15r201 I
ly
Fuhcre Development Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 5 of 6
Book74861Page150 CFN#2010136465
WINTER SPRINGS HOLDINGS, INC., a
Delaware corporation
K,
ES i Ff7� Lindell K. Lee, President
(print name)
I at e)
(print name)
S fi�1T&� OF�FLO DA
CO O SE LE
The foregoing instrument was acknowledged before me this day of November,
2010, by Lindell K. Lee, President of the Winter Springs Holdings, Inc., a Delaware
corporation, (check one) t'who is personally known to me or ❑ who produced
as identification.
�o
Notary Public Jo Ann Bowen
Print Name: Notary Public, District of Columbia
20ts
My Commission a pares:
d-:zI eta,`1
Future Development Commitment Agreement
City of Winter Springs/Winter Springs Holdings, Inc.
Page 6 of 6
Book7486/Page151 CFN#2010136465
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