HomeMy WebLinkAboutFlorida Auto Auction Properties, LLC - Development Agreement 2025 08 11Grant Maloy, Clerk Of The Circuit Court & Comptroller Seminole County, FL
Inst #2025079429 Book:10878 Page:766-778; (13 PAGES) RCD: 8/14/2025 10:25:11 AM
REC FEE $112.00
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.
I I t N. Orange Avenue, Suite 2000
Orlando, FL 32802
(407)425-9566
DEVELOPMENT AGREEMENT
Florida Auto Auction
Future Land Use Amendment and Rezoning
THIS DEVELOPMENT AGREEMENT ("Agreement') is made and executed
this 11 day of August , 2025, by and between the CITY OF
WINTER SPRINGS, A Florida municipal corporation with a principal address at 1 126 E. SR
434, Winter Springs, Florida 32708 ("City"), and FLORIDA AUTO AUCTION
PROPERTIES, LLC, a Florida Limited Liability Company with a principal address at 2800N.
U.S. HWY 17-92, Longwood, Florida 32750 ("Developer").
WITNESSETH:
WHEREAS, the Developer is the owner of approximately 9.82 acres, more or less, of real
property generally located on the East side of U.S. HWY 17-92, northeast of the intersection of
Shepard Road and U.S. HWY 17-92 in Winter Springs, Seminole County, Florida, more
particularly described herein (the "Property"); and
WHEREAS, on July 10, 2023, the City Commission adopted Ordinance No. 2023-02,
which is recorded in the Official Records of Seminole County, Florida, at Book 10470, Pages
1624-1628, and which annexed the subject Property into the City of Winter Springs; and
WHEREAS, the subject Property is the site of a United States Environmental Protection
Agency ("EPA") superfund site, and the EPA has determined that the responsible party is
Raytheon Technologies, thus the City bears no responsibility or liability for any contamination on
the Property or for the remediation thereof, and
WHEREAS, the Developers desire to amend the Future Land Use designation of the
Property from County "Industrial" to City "Commercial" and to amend the official zoning map
Development Agreement
Florida Auto Auctions
Page 1 of 11
Book 10878 Page 767
Instrument# 2025079429
designation of the Property from County "Industrial (M-1)," to City "General Commercial (C-2),"
for the purpose of developing a surface parking lot for the storage of automobiles to serve the
auction business located on a separate property; and
WHEREAS, the City Commission desires to approve the Developer's request to change
the Future Land Use designation and rezone the Property, subject to the conditions in this
Agreement; and
WHEREAS, Section 20-31 of the City Code provides that the speculative rezoning of land
is very disfavored by the City and, in conjunction with a rezoning application, the Developer shall
be required to fully disclose any proposed new development project that will be pursued if the
proposed rezoning request is approved; and
WHEREAS, in compliance with the City Code, the Developer has included a general land
use plan, as described further herein, which shall be deemed to be binding on the Property, and the
change of zoning shall be deemed to have been granted in reliance on said land use plan; and
WHEREAS, this Development Agreement shall be recorded in the Official Records of
Seminole County, Florida, against the Property so that the terms and conditions of approval herein
shall run with the land.
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 comprises four tax
parcels with identification numbers 28-20-30-501-0000-0100, 28-20-30-501-0000-010A, 28-20-
30-501-0000-01013, and 28-20-30-501-0000-013A. The Property is legally described in Exhibit
A, which is attached hereto and fully incorporated herein by this reference.
4.0 Proiect Description and Requirements. The Developer agrees that the Property shall
be developed and used as a surface parking lot for the storage of automobiles to serve the
Developer's auction business located on property that is within two miles of the subject Property
(the "Project"). The Project shall be subject to the conditions outlined in this Agreement.
5.0 Land Use Plan. The Project shall be substantially developed in accordance with the
survey plan which is attached hereto as Exhibit B and incorporated herein by this reference ("Land
Use Plan"). The Land Use Plan is intended to be the general blueprint which details key aspects
of the future physical development of the Property. The Land Use Plan shall also serve as a
Development Agreement
Florida Auto Auctions
Page 2 of 11
Book 10878 Page 768
Instrument# 2025079429
necessary guide for future permit applications which may be necessary to complete the
construction of the Project.
6.0 Omitted.
7.0 Future Permitting. Not applicable.
8.0 Representations of the Parties. The City and Developers hereby each represent and
warrant to the other that they have the power and authority to execute, deliver and perform the
terms and provisions of this Agreement and have 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 Developers, constitute a legal, valid and binding obligation
enforceable against the parties hereto. Upon the 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. Developers represent that they have
voluntarily and willfully executed this Agreement for purposes of binding themselves and the
Property to the terms and conditions set forth in this Agreement.
9.0 Successors and Assigns. This Agreement shall automatically be binding upon and shall
inure to the benefit of the City and Developers 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.
10.0 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.
11.0 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.
12.0 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
between the City and Developers as to the subject matter hereof. The Exhibits attached hereto and
referenced herein are hereby fully incorporated herein by this reference.
13.0 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.
14.0 Effective Date. This Agreement shall become effective upon approval by the City
Commission and execution of this Agreement by both parties hereto.
15.0 Recordation. Upon full execution by the Parties, this Agreement shall be recorded in the
Public Records of Seminole County, Florida by the City.
Development Agreement
Florida Auto Auctions
Page 3 of l l
Book 10878 Page 769
Instrument# 2025079429
16.0 Relationship of the Parties. The relationship of the parties to this Agreement is
contractual and Developers are independent contractors and not agents 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.
17.0 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, 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).
18.0 City's Police Power. Developers agree and acknowledge 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.
19.0 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.
20.0 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.
21.0 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
Agreement shall result in irreparable damage and that specific performance of these obligations
may be obtained by a suit in equity.
22.0 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.
23.0 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.
The failure of this Agreement to address any particular City, County, State and/or Federal permit,
condition, term or restriction shall not relieve Developers 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 Developers are in breach of any term or condition of this Agreement.
Development Agreement
Florida Auto Auctions
Page 4 of 11
Book 10878 Page 770
Instrument# 2025079429
24.0 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 or an action for specific performance and/or injunctive relief. In addition, Developers
specifically acknowledge and agree that violations of this Agreement will also constitute a
violation of the Zoning Ordinances of the City, and this Agreement may be enforced in the manner
of zoning code violations pursuant to the City Code. Prior to any party filing any court 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 fling said action.
25.0 Termination. The City shall have the right, but not obligation, to terminate the Agreement
if Developers permanently abandon 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
24.0 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. Upon termination for any
reason, the City may elect to initiate a Future Land Use designation amendment and rezoning of
the Property, the advertising and noticing costs of which shall be borne by the Developers. In that
circumstance, the Developers hereby waive the right to object to, contest, or support others in
objecting to or contesting the City's efforts to initiate such Future Land Use designation
amendment and rezoning of the Property.
26.0 Indemnification and Hold Harmless. Developers shall be solely responsible for
designing, permitting, constructing, operating and maintaining this Project. As such, Developers
hereby agree 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 activities in
furtherance of constructing the Project under this Agreement and the operation and maintenance
of the Project thereafter. This indemnification shall survive the termination of this Agreement.
27.0 Force Maieure. 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
Development Agreement
Florida Auto Auctions
Page 5 of 11
Book 10878 Page 771
Instrument# 2025079429
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.
28.0 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: Kevin Sweet, City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, Florida 32708
For the Developer:
Florida Auto Auction Properties, LLC
Attn: Josh Lorenz, General Manager
Address: 2800 N US 17 92
Longwood, Florida 32750
Email: ilorenz a, orIand olongwoodaa.coin
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.
29.0 Assignment. Prior to completing the construction of the Project and reaching final build -
out of the Project, Developers 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, Developers shall be entitled to assign their rights and obligations under this Agreement
to a parent, subsidiary, or affiliated entity in which Developers or their members are members or
interest holders without City consent, provided that the City is given notice of such assignment in
accordance with Section 28.0 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.
Development Agreement
Florida Auto Auctions
Page 6 of 11
Book 10878 Page 772
Instrument# 2025079429
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date
first above written.
CITY OF WINTER SPRINGS
Kevin McCann, Mayor
Date: - J
ATTEST:
CITY SEAL
Christian Gowan, City Clerk
Approved as to form and legality for
the City of Winter Springs only:
Anthony A. Garganese, City Attorney
Date: eve
l)
— FF_
STATE OF FLORIDA
COUNTY OF
o� W inter.
01P0"aka
1959 b
County
SEMINOLE
The foregoing instrument was acknowledged before me by means of �) physical presence or
(_) online notarization, this -1 day of �I , 2025, by Kevin McCann, Mayor of
THE CITY OF WINTER SPRINGS, FLORIDA, a municipal corporation, on behalf of the
corporation. He is personally known to me or has produced as identification.
(NOTARY SEAL)
(Notary Public SiMature)
®e17� �- e 1 N c t Y� ^ i f
Notary Public State of Florida (Print Name)
rrlAun M Tarrant Notary Public, State of OV 1 G (
III MY commission HH 401305
ExplreS 2/11/2028 Commission No.: 20,
My Commission Expires: l ( -, -all
Development Agreement
Florida Auto Auctions
Page 7 of 11
Book 10878 Page 773
Instrument# 2025079429
Signed, sealed and delivered in the
presence of the following witnesses
Signature of Witness
CgnnC' 11ill
Printed Name of Witness
��8 Coloml- . U bga * FL
Address of Witness
STATE OF 'Flo r ltia
COUNTY OF WVkS,1a
FLORIDA AUTO AUCTION PROPERTIES,
LLC,
a Florida Limited Liability Company
Vie
Print name
Date: I . 21 . is,
The foregoing instrument was acknowledged before me by means of (� physical
presence or ( ) online notarization, this day of , 2025,
by , the Se,cr _ of Florida Auto Auction P perties, LLC.
He/she is p rsonally known to me or produced as identification.
(NOTARY SEAL)
s?`"Pv'"'•: CEANNA HILL
•' MY COMMISSION # HH 486719
EXPIRES: January 30, 2028
(Notary Publih Signature)
(Print Name)
Notary Public, State of tor0y'
Commission No.: R QQk -7-1R
My Commission Expires: ax n • 3o, P0ai�
DEVELOPERS ARE HEREBY ADVISED THAT SHOULD DEVELOPERS 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
Florida Auto Auctions
Page 8 of l l
Book 10878 Page 774
Instrument# 2025079429
Development Agreement
Florida Auto Auctions
Page 9 of 11
Book 10878 Page 775
Instrument# 2025079429
EXHIBIT A
Legal Description of the Property
LEGAL DESCRIPTION:
(AS FURNISHED BY (OLD REPUBLIC NAT?ONAL TITLE INSURANCE AGENCY) - FILE NUMBER 22053789)
PARCEL 1:
LOT 10, (LESS THE EAST 95.83 FEET); LOT 11 (LESS THE EAST 95.83 FEET OF THE NORTH 35 FEET AND LESS
THE SOUTH 65 FEET OF THE EAST 319.83 FEET); LOT 12 (LESS THE EAST 119.83 FEET),- THE NORTH 60 FEET OF
LOT 13 (LESS THE EAST
119.83 FEET THEREOF); ALL IN SPRING HAMMOCK REPLAT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN
PLAT BOOK 7, PAGE 96, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA.
PARCEL 2.
THE EAST 95.83 FEET OF LOT 10, THE NORTH 35.0 FEET OF THE CAST 95.83 FEET AND THE SOUTH 65.0 FEET OF
THE EAST
319,83 FEET OF LOT 11; THE EAST 119.83 FEET OF LOT 12, THE EAST 119.83 FEET OF THE NORTH 75 FEET OF
LOT 13, THE NORTH 175 FEET OF LOT 20, THE NORTH 375 FEET OF LOT 21 AND THE NORTH 575 FEET OF LOT
22, ALL IN SPRING HAMMOCK REPLAT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 7, PAGE
96, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, LESS RIGHT OF WAY OF HIGHWAY 17-92 AND LESS REAL
PROPERTY DESCRIBED IN OFFICIAL RECORDS BOOK 1050, PACE 678, PUBLIC RECORDS or SEMINOLE COUNTY,
FLORIDA,
PARCEL 3:
THAT PART OF LOTS 10, 11, 21 AND 22, SPRING HAMMOCK REPLAT, AS RECORDED IN PLAT BOOK 7, PAGE 96,
PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS
FROM THE NORTHEAST CORNER OF SAID LOT 21, RUN SOUTH 00*50'25" WEST A DISTANCE OF 20.00 FEET ALONG
THE EAST LINE Or SAID LOT 21 FOR A POINT Or BEGINNING; THENCE NORTH 88'01'35- WEST, PARALLEL TO THE
NORTH LINE OF SAID LOT 21, A DISTANCE OF 200.00 FEET• THENCE NORTH 00-50*25" EAST A DISTANCE OF 9.00
FEET, THENCE NORM 88'01'35" WEST A DISTANCE OF 41 FEET, THENCE SOUTH 0050'25" WEST A DISTANCE OF
5,70 FEET, THENCE NORTH 88'01'53' WEST A DISTANCE OF 54.83 FEET, THENCE SOUTH 0050'25' WEST A
DISTANCE OF I23.30 FEET,' THENCE SOUTH 88*01'35' EAST A DISTANCE OF 95.83 FEET TO THE WEST LINE OF SAID
LOT 21; THENCE SOUTH 00*50'25' WEST, ALONG THE WEST LINE OF SAID LOT 21, A DISTANCE OF 60.00 FEET;
THENCE SOUTH 88*01*35" CAST A DISTANCE OF 380.00 FEET TO A POINT 20.00 FEET WEST or THE EAST LINE Or
SAID LOT 22, THENCE NORTH 0050'25" EAST, PARALLEL TO THE FAST LINE OF SAID LOT 22, A DISTANCE OF 180
FEET, THENCE NORTH 88*01'35' WEST A DISTANCE OF 180 FEET TO THE POINT OF BEGINNING.
PARCEL 4:
THE NORTH 15 FEET OF THE SOUTH 40 FEET OF LOT 13, SPRING HAMMOCK REPLAT, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 7, PAGE 96, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, LESS THE
LAST 119.83 FEET THEREOF.
Development Agreement
Florida Auto Auctions
Page 10 of I 1
Book 10878 Page 776
Instrument# 2025079429
EXHIBIT B
Land Use Plan
Development Agreement
Florida Auto Auctions
Page 11 of 11
Book 10878 Page 777
Instrument# 2025079429
�C hhh ffeba,a�h 114 e
`a a aeytlee„
o qNON
CL
J
4
O CL
Z
O
Q)
� j
}
� O
\ V
Zic
r
cz
a afij
,�16 §� gA d a d I II F
Iglus g,ev � NK Ag EMI "Alp ALLJ b ¢
g IN 61
PZ I^_ g s� fill 62 6'0iM billy 01p _ _ _ _ �2e g� " § °
=g k�= n,sea eei pg pg gg pg ¢¢ a� _
&fi g@@a e d a&9�9q I— N,i 1 6 i .5 yo
^ .. N T 4 P t7 a Et K �
44 a- l� tltl tltl 2
e Ngg p N N kM1 a a n
Nile
yy�yy z§ z t z pp 3 °�
uu a a_ I N N 3b N 3l5 NF�i § A Z 3 h qh N� IM§ N @@ 9 F? N2
Cl) Q Hill I e 3{6h 11 3h Fah
Oa
O
1`' U
J
Q.
Z ��xv�iS
gg � 2d
ebggNgY�H ��s
tw4
INI k e e € @ Y @� �g � � ��k � � h �� 3 `� d
�h:a ��: � �@s � � � �� a �9 R.
@ E h it @i
fill
M
F84l@ I
ll��$$�i:€�n�¢��P:4Eggl.t
pt...4�'a'9hg�
ea��a=
Book 10878 Page 778
Instrument# 2025079429
cL
• k
___Gate________________________________
.6091536?Ze.dYS_________________________________!�_—_____
____________ ___ _
v �
--- _1 �m ---Iw
�tgigg
-et. g
I I '• I I 1 I � �r\ \\� iiei�Ij {�) I I :55fR J
e g a
°
I I 9e I I I n � • ea i m O
et
Qe I gl z
wm..
I 5 I I I $ I p101
I I I, 5 I I I � I �3"cQ I• �i j I p� mj
I L1 �88 --.�,o.:4m�:'n° i N 3e q � f§a
I " I 2Ifi9 .ett[ o 8@l I ge p
_ see I I S
01 a
eq
mg
pg
ttt I � I J
\\ 'y'15
`�yS'
s� a!e! I a € I g
4 � �