HomeMy WebLinkAboutTuskawilla Retail Partners ll, LLC - Development Agreement-Blake Commons 2025 08 25Grant Maloy, Clerk Of The Circuit Court & Comptroller Seminole County, FL
Inst #2025084751 Book:10887 Page:649-660; (12 PAGES) RCD: 8/27/2025 11:32:07 AM
REC FEE $103.50
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.
I I I N. Orange Ave, Suite 2000
Orlando, Florida 32801
(407) 425-9566
FOR RECORDING DEPARTMENT USE ONLY
DEVELOPMENT AGREEMENT
TUSKAWILLA RETAIL PARTNERS II, LLC
(Blake Commons)
THIS DEVELOPMENT AGREEMENT (Agreement) is made and executed this
25th day of August , 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, FL
32708 ("City") and TUSKAWIL,LA RETAIL PARTNERS H, LLC, a Florida Limited
Liability Company with its principal address at 880 Glenwood Ave, Suite H, Atlanta, GA 30316
("Developer").
WITNESSETH
WHEREAS, Developer is the fee simple owner of certain real property located in the City
of Winter Springs consisting of 8.11 acres, more or less, located Southeast of the corner of Michael
Blake Boulevard and East State Road 434, as more particularly described herein (the "Property");
and
WHEREAS, the Property was previously subject to that certain Development Agreement
dated March 10, 2015, and recorded in the Official Records of Seminole County at Official Record
Book 8446 Page 1131, as modified by the First Modification of Development Agreement dated
January 9, 2017, and recorded in the Official Records of Seminole County at Official Record Book
8852 Page 1719 (the "Original Development Agreements"); and
WHEREAS, the Property remains subject to the Original Development Agreements,
which describes that the Property would be developed as a future phase; and
WHEREAS, the Original Development Agreements requires that the frontage of the
Property be developed with commercial uses; and
WHEREAS, Developer, the new owner of the Property, now desires to develop the
Property and accordingly has applied for Final Engineering/Site Plan approval, waivers, and Final
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Book 10887 Page 650
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Plat approval in order to commence site clearing and grading activities and construct common
infrastructure for the commercial development to be located on the Property; and
WHEREAS, Section 20-29(c) of the City Code requires that all site plans and waivers
shall be binding on the use of the subject property; 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 is legally described in
Exhibit "A" which is attached hereto and fully incorporated herein by this reference.
4.0 Project Description and Requirements. Developer shall, at its expense, design,
permit, and construct the common infrastructure to support the future commercial shopping
center known as Blake Commons on the Property (the "Project").
The Developer shall construct the Project in a manner consistent with the approved Final
Engineering/Site Plans, and Waivers that are on file with the City with the following file
numbers and consistent with the requirements contained in this Agreement:
File No.: FEDP-2024-0009
File No.: DVAG-2025-0007
File No.: WAIV-2025-0005
File No.: WAIV-2025-0008
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 and Waivers include the following, which are also addressed in the staff
report for the Final Engineering/Site Plans, Waivers, and Final Plat:
A. The applicant shall be required to pay $227,400 for removal of trees, including
specimen tree(s), prior to the issuance of the tree removal and land clearing permit.
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners I1, LLC
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B. The applicant shall be required to submit a subdivision performance bond in a form
acceptable to the City Attorney.
C. There shall be no retail sales, manufacturing, or compounding of any products derived
from the hemp plant or cannabis plant, including CBD (cannabidiol).
D. All grass on the Property shall be Bahia grass. No St. Augustine grass or grass types
with low drought tolerance shall be permitted.
5.0 Future Permitting. Developer shall be required to receive site work/land clearing
permits and substantially commence construction of the infrastructure 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 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 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.
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Instrument# 2025084751
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 and Enforcement. Strict compliance shall be required with each
and every provision of this Agreement. The parties agree that failure to perform the
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners I1, LLC
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Book 10887 Page 653
Instrument# 2025084751
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. The failure to timely
comply with any mandatory condition of this Agreement shall further constitute a violation
of the City's Code of Ordinances and shall be subject to enforcement action as described
therein including, but not limited to, enforcement before the City's Code Enforcement
Board under Chapter 2, Article III, Division 2. — Code Enforcement.
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 site work/land
clearing permits and substantially commence construction of the infrastructure 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,
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners I1, LLC
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Book 10887 Page 654
Instrument# 2025084751
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:
City Manager
City of Winter Springs
1126 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, Florida 32802
For Developer:
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners I1, LLC
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Book 10887 Page 655
Instrument# 2025084751
Attn: Mark Mechlowitz, Managing Member
Tuskawilla Retail Partners II, LLC
880 Glenwood Avenue, Suite H
Atlanta, Georgia 30316
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 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 which consent shall not be unreasonably withheld, conditioned or
delayed. 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.
[Signatures to folloiv]
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date
first above written.
ATTEST:
ZJ�.
Christian Gowan
CITY OF WINTER SPRINGS
Kevin McCann
Mayor .
Date: O, d ``C�
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Book 10887 Page 656
Instrument# 2025084751
City Clerk
Date.
CITY SEAL W i n ter Sp
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Signed, sealed and delivered in the
presence of f the following witnesses:
''gignahrre of Witness
Printed Name of Witness
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Address of Witness
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signature of Witness
Printed Name of Witness
Address of Witness
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Approved a" to form and legality for the
City of Winter 'Spings only:
A thong A. Garganese
City otU y
Date 1
TUSKAWILLA, RETAIL PARTNERS Il, LLC,
a Florida limited liability company
By: `�t d
Print na e:
Title:
Date: AV v I , 2025
STATE OF G?
COUNTY OF
s
The foregoing instrument was acknowledged before ie by means of physical
presence or )online notarization, this day of c� , 2025,
by the of Tuskawilla Retail Partners I1, a limited
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Book 10887 Page 657
Instrument# 2025084751
liability company, on behalf of the company, who is personally known to me or produced
as identification.
(NOTARY SEAL)
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(Nota ubli -nature
(PriveName)
Notary Public, State of
Commission No.: —
My Commission Expires: )I
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 — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Instrument# 2025084751
EXHIBIT A
PROPERTY LEGAL DESCRIPTION
LEGAL DESCRIPTION:
A PORTION OF LOT 8, BLOCK'A', DRMITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, SAID LANDS LYING IN SECTION 6, TO`*)SLIIP 21 SOUTH, RANGE 31 EAST; ACCORDING TO
TI IF Pi AT THFREOF AS RFCORDFO IN PI AT GOOK 1, PACE 5, OF TI iF PURI IC RECORDS OF SFMINOLF COUNTY FI ORIDA: BEING MORE PARTICUI ARI,Y DESCRIBED AS FOi LOWS;
CONIMIFNCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWII LA ROAD (PER FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY IOAP, SECTION 7707a1510 S41EET 10 OF
13, P,L STATION 600t32,11): THENCE RUN 538 23141, A DISTANCE OF 1320.11 FEET ALONG THE BASELINE OF SURVEY AS 31-101NN ON SAID RIGHT -OF -'NAY MAP: THENCE DEPARTING SAID
BASELINE, RUN N51'36'26'E, A DISTANCE OF 94,94 FEET TO A POINT ON THE NORTHEASTERLY RIGHT-OF-V*Y LINE OF THE AFORESAID STATE ROAD 434, AS 511070101\1 SAID RIGHT-OF'A'AY
MAP FOR THE POINT OF BEGINNING, SAID POINT ALSO LYING UPON THE SOXHEASTERLY RIGHT O" AlAY I.IHF OF ` ICHAFl RAKE BOULEVARD AS RFCORDFO INOFFICIAI RECORDS ROOK
7486, PAGE 138, PUBLIC RECORDS OF SE1,11NOLE COUNTY FLORIDA. FOR A POINT OF BEGINNING; THENCE, UEPARTING,i.AID PICRTHEASTERLY RIGHT-t7F `NAY LINE OF STATE ROAD 434, RUN
ALONG SAID SOUTHEASTERLY RIGHT OF 70 LINE OF MICHAEL BLAKE BOULEVARD THE FOLLOWING COURSES AND DISTANCES: RUN N241)'06%U A DISTANCE OF 48,66 FEET' THENCE RUN
N38'43'16'A A DISTANCE OF 246.60 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25,00 FEET; AND A CHORD BEARI\IG OF 1,H 16'44'E, THENCE
RUN NORTHERLY ALONG THE ARC, OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90"00'00' A DISTANCE OF 39,27 FEET TO THE POINT OF TANGENCY: THENCE RUN 1\151116144'E A
DISTANCE OF 389,67 FEET: THENCE RUPI N53'37'06'E A DISTANCE OF 71,07 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOITI IFRLY HAVING A RADIUS OF 15,tfj FEET AND A
CHORD BEARING OF N14`09 351' 1 HENCE RUN EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENIRAL ANGLE O= 41'04'.=i9' A DISTANCE OF 10,16 FEET TO THE POINI OF
TANGENCY; THENCE RUN S85'17'S6'E A DISTANCE OF 22,68 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 15.00 FEET AND A CHORD
BEARING OF S64`11' 16'E: THENCE RUN, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 42'13'19" A DISTANCE OF 11,05 FEET TO THE POINT OF TANGENCY:
THENCE RUN S43 04'36'E A DISTANCE OF 31,13 FEET: THENCE RUN N51'24'49'E A DISTANCE OF 1.88 FEET; THENCE DEPARTING SAID SOUTHEASTERLY RIGHT OF WAY LINE. RUN S3821'49'E
A DISTANCE OF 606,04 FEET 10 A POIN1 ON THE NORIHYVESIERLY BOUNDARY LINE OF ACOUISHION PARCEL B (RAILS 10 TRAILS CORRIDOR) AS RECORDED IN OFFICIAL RECORDS BOOK
4092, PAGE 0164, PUBLIC RECORDS OF SEMINOLE COUNTY FLORIDA! THENCE RUN! S50 3158''VALONG SAID NORTHWESTERLY BOUNDARY LINE A DISTANCE OF 629,43 FEET TO A POINT ON
THE AFORESAID NORTHEASTERLY RIGHT-OF-WAY LINE OF STATE ROAD 434 THENCE DEPARTING SAID NORTHINESTERLY BOUNDARY LINE, RUN 0'43'1r,'"VJ ALONG SAID NORTHEASTERLY
RIGI IT OF WAY LINT, A DISTANCE OF 357,65 FEET TO TI IF POINT OF BEGINNING,
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City of Winter Springs and Tuskawilla Retail Partners II, LLC
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EXHIBIT B
OVERALL SITE PLAN
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Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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Instrument# 2025084751
Development Agreement — Blake Commons
City of Winter Springs and Tuskawilla Retail Partners II, LLC
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