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HomeMy WebLinkAboutSeminole Trail Animal Hospital Agreement -2007 01 22THIS AGREEMENT IS THE FULLY EXECUTED VERSION. THIS AGREEMENT FIRST WENT TO THE CITY COMMISSION AT THE JULY 26, 2006 REGULAR MEETING AS PUBLIC HEARING 204. A MOTION WAS MADE BY THE COMMISSION TO MAKE AMENDMENTS TO THE AGREEMENT. THE AGREEMENT THEN CAME BACK TO THE CITY COMMISSION AT THE JANUARY 22, 2007 REGULAR MEETING AS REGULAR 300. THE AGREEMENT WAS APPROVED AT THIS MEETING. ,....................... ... Prepared by and Return to: MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY BK 06580 Pgs 0754 - 761; (8pgs) CLERK'S . 2807018728 RECORDED 02/86/2887 12:05:08 P" RECORDING FEES 69.58 RECORDED BY G Harford Katherine W. Latorre, Esq. Winter Springs Assistant City Attorney P I Brown, Garganese, Weiss & D'Agresta, P.A. r P.O. Box 2873 Orlando, FL 32802-2873 (407) 425-9566 AMENDMENT TO DEVELOPER'S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL. INC. THIS AMENDMENT TO DEVELOPER'S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL INC., made and executed this ~ day of ,2007, by and between the CITY OF WINTER SPRINGS, a Florida municipal co oration ("City") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and SEMINOLE TRAIL ANIMAL HOSPITAL, INC., a Florida Corporation ("Owner") whose address is 1491 East State Road 434, Suite 109, Winter Springs, Florida 32708. WITNESSETH WHEREAS, Owner is the owner of certain real property located within the City of Winter Springs, Florida, more particularly described herein ("Subject Property") by virtue of Quit Claim Deed recorded in Seminole County Official Record Book 6309, Page 13; and WHEREAS, the City Commission of the City of Winter Springs adopted Resolution 2006- 38, approving Owner's request to subdivide the Subject Property into two (2) separate and distinct lots for development purposes; and WHEREAS, the subdivided lots are more particularly depicted and legally described herein as "Parcel 4A" and "Parcel 4B;" and WHEREAS, the Subject Property is part of Tuscawilla Tract 15 Parcel1-C, and is subject to a Developer's Agreement for Tuscawilla Tract 15 Parcel l-C, which is recorded in Seminole County Official Record Book 3574, Page 0529 ("Developer's Agreement"); and WHEREAS, as the successor in interest to the Subject Property, Owner's development of the Subject Property is bound by and subject to the terms of the Developer's Agreement; and WHEREAS, the Development Agreement provides that the Subject Property may contain one (1) ground-mounted, single tenant sign from 8' in height to 8'9" in height; and WHEREAS, given that the Subject Property has been subdivided into two (2) lots for AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 1 OF6 , . development purposes, Owner desires to amend the Development Agreement only with regard to the Subject Property to permit the design, construction and location of one (1) ground-mounted, single tenant monument sign each for Parcel4A and Parcel4B; and WHEREAS, the City and Owner desire to memorialize in writing their mutual understanding regarding certain aspects of the development of the Subject Property under the terms and conditions set forth in this Amendment to Developer's Agreement for Seminole Trail Animal Hospital, Inc. ("Agreement"); and WHEREAS, in addition to Owner's compliance with all provisions of the Developer's Agreement, City Codes, permitting and construction not in conflict with or addressed herein, the City and Owner desire to set forth the following special terms and conditions. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Developer's Agreement as follows: 1.0 Recitals. The foregoing recitals are hereby incorporated herein by this reference and deemed a material part of this Agreement. 2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal Home Rule Powers Act. 3.0 Subject Property. The Subject Property which is subject to, and bound by, the terms and conditions of this Agreement is legally described in "Exhibit A," attached hereto and fully incorporated herein by this reference. 4.0 Subdivided Lots. Pursuant to Resolution 2006-38, the Subject Property was approved by the Winter Springs City Commission to be subdivided into two (2) lots for development purposes. Said subdivided lots are more particularly depicted and legally described in "Composite Exhibit B," attached hereto and fully incorporated herein by this reference ("ParceI4A" and "ParceI4B"). 5.0 Representations of Owner. Owner hereby represents and warrants to the City that Owner 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 Owner and recorded in the public records of Seminole County, Florida, constitute a legal, valid and binding obligation enforceable against Owner and the Subject Property in accordance with the terms and conditions of this Agreement. Owner represents it has voluntarily and willfully executed this Agreement for purposes of binding the Subject Property to the terms and conditions set forth in this Agreement. AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 2 OF6 6.0 Amendment to Developer's Agreement. The City agrees to vary the signage restrictions imposed on the Subj ect Property by paragraph 3.2 of the Developer's Agreement as follows: 6.1 Parcel4A. Owner shall design, construct and install one (1) ground-mounted, single tenant monument sign not to exceed six feet (6') in height for Parcel4A. Such sign shall be located as depicted on the Final Engineering Plans approved by the City Commission on April 24, 2006. The design, construction and location of the sign shall otherwise comply with the provisions of section 3 of the Developer's Agreement and all other applicable City Codes including, but not limited to, section 20-470, Winter Springs City Code. 6.2 Parcel4B. Subject to applicable City Codes and prior approval by the City Commission, Owner shall be permitted to design, construct and install one (1) ground-mounted, single tenant monument sign on Parcel4B, provided said sign shall not exceed six feet (6') in height. 7.0 Successors and Assigns. This Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties. 8.0 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 9.0 Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto and approved by the City Commission. 10.0 Entire Agreement. This Agreement supersedes any other agreement, oral or written, and contains the entire agreement between the City and Owner as to the subject matter hereof. 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 of Winter Springs Cirf Commission and execution of this Agreement by both parties. 13.0 Recordation. This Agreement shall be recorded in the public records of Seminole County, Florida, and shall run with the land. 14.0 Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Owner is an independent contractor and not an agent of the City. Nothing AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 3 OF 6 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 Sovereien 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 anyone person for more than one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 16.0 Citv's Police Power. Owner 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 Ri~hts. 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 Agreement shall result in irreparable damage and that specific performance of these obligations may be obtained by suit in equity. 20.0 Attorney's Fees. In connection with any arbitration or litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs through all appe::t.ls to the extent permitted by law. 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. The failure of this Agreement to address any particular City, County, State and/or Federal permit, condition, term or restriction shall not relieve Owner or the City of the necessity of complying with the law governing said permitting requirement, condition, AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE40F6 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, special exception, occupational license, or other permit of any kind whatsoever for any building or unit if Owner is in breach of any term or condition of this Agreement. 22.0 Continuin~ Effect of Developer's Aereement. All other provisions of the Developer's Agreement not otherwise modified by this Agreement shall remain in full force and effect with respect to the Subject Property. IN WITNESS WHEREOF, the parties have executed this Binding Development Agreement as of the date first written above. .....','" \ \ , \ , \ , , . " . , _-... -'~ C I ~'"\..... '. l CITY OF WINTB-R~lUNGS, "" . " a Florida munici~l~t'POI;~r~il. . :;';, '.,. ,~ i"'\.... : ~ -~ -ji <, " *'~~'~--.-' ".~~: --~ : " t .", _,_ ' - .. .. 1.:4-.1 :- F. BUS~, v_:" "(~;,. ~ ",~.1' .... .:'/ # ',/ ... -i- '.J ,,\ ~. ~ " ayor ,. -. . . ,.... "f ........) ....~.l'.~. ~,(.Wi" . ,. I'" ,;) I" ~lV t \, ~\"~",,,........,. ATTEST: A LORENZO-LUACES, C: Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. ~:ed: l1:!:!- Anthony A. Garganese, City Attorney for the City of Winter Springs AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 5 OF 6 WITNESSES: Seminole Trail Animal Hospital, Inc. a Florida Corporation. ~~ t/,'/ t..~ . ame: rl' ~1~vic K. STATEOFFL~~~\ "'....., _ COUNTYOF~ d The foregoing instrument was acknowledged before me thiJ.?h day ofJlt n LO I)., , 2007, by Douglas P. Williams, as President of Seminole Trail Animal Hospital, Inc., a Fl6rida corporati~ who is perso~ally. kn~wn to me or [ ] who has produced as IdentIficatIOn. ~i~J ~"\\\\. II \.l"'111. . ~\,,,, ~\ ~~L.€ ~I'~ ~ ........ ~..I~~ ~ .,0;. cOMMISS;";% ~ i ". I ~ ~\lust R1 04' <i". ~~ :?:: "~:.o"~: =Q: " c;$: = =~:~ #/)/).~.. m: = ~~.~ "'/ .:- ~ ...0 '..!J. ~ - '6, ... Jf ~ ~& '~Ihru .;::; ~<?-/;'" ilndsrwn\e\\..:<:::)~~ ~ v " ........ f"\~'\' ~ 'I'l'l,l7"4TE Of r\.'-:.,,~ ""'/1""\1\\\'" \UV(}W1- OJiCVL NOTARY PUBLIC, State of Florida My commission expirestlq 2 ~l {j I U AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS I SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE60F6 LEGAL DESCRIPTION Lol 4, TUSCAWILLA TRACT 15, PARCEL l-C, according to the map or plat thereof, recorded in Plat Book 56, Pages 29 lhrough 32, inclusive, of the Public Records of Seminole County, Florida. TOGETHER with those certain non-exclusive easements for gravity sewer line, lift station and sewer force main over and across Lot 1, TUSCAWILLA TRACT 15, PARCEL l-C, according to the plat thereof as recorded In Plat Book 56, Pages 29 through 32, Inclusive, of the Public Records of Seminole COIJnty, Florida, as described in that certain Cross Easement Agreement for TUSCAWILLA TRACT 15, PARCEL 1-C, by and between Robert A. Yeager, individually and as Trustee and ZP No. 56, Limited Partnership, a Florida limited partnership, dated January 13, 1999 and recorded January 14,1999 in Official Records Book 3574, Page 564, as amended in Official Records Book 3562, Page 1443, Public Records of Seminole County, Florida. Together with: An Easement tor the benefit of Lot 4 as contained In the Amendment to the Declaration of Restrictions recorded in Official Records Book 5349, Page 1939, Public Records of Seminole County, Florida, over, un,jer and across Lot 2, as described therein. EXHIBIT j 11 i 1T r--- S'"JIOO1I"CH OlF DlESCJ.IUfTIONS SHEET 2 OF 2 SHEETS EXHIBIT ~ CDmfJ.OS[te. J EXMbit B LOT 2 TUSCA'MUA nu.cr 11 "'ReEL '-C PlAT lOOK SI. PACES 21-32 PROPOSED PNICE\. .... 0.103 ACS. / "..' "l:: '=>> ::..:l < ~ -'- :.n :2 ;:: ;: <:t: :2 / VI') <I -- '- c..: / ::;) C/ >- Q: l"'- e -I ~ / ::0 / c.!:1 !...l.l ,-, S89"49'Or'g 264.00' / ~$/ ~}>: ~ ....;" ~ ~~g> ~~.;. / ,/ /' ,/ / SEE SHEET 1 FOR LEGAL DESCRIPTIONS /' .-/' ~~~l ~:hEg GRAPHIC SCALE 'k.~ T (INFDT) 1 Inch - 80 ft. 240 I THIS IS NOT A BOUNDARY SURVEY fALTAMONTE SURVEYINGf~=~~:1 ,~ PII:-A:l1 - l1'~<G- ~<C_ ,~~:: ~ t.#;:., FEB 2 3 2007 CITY OF WiI, BROWN, GARGANESE, WEISS & D'AGRESTA,oi5~A~Fih Attornrys at Law L_ i -', (~LL' ,:-< Debra S. Babb-Nutcher" Joseph E. Blitch Usher L. Brown + Suzanne D'AgrestaD Anthony A. GarganeseD J.W. Taylor Jeffrey S. Weiss Offices in Orlando, Kissimmee, Cocoa, Ft. Lauderdale & Tampa Vivian Cocotas Michael O'Brien Colgan Scott J. Dornstein Mitchell B. Haller Katherine W. Latorre Amy J. Pitsch +Board Certified Civil Trial Lawyer "Board Certified City, County & Local Government Law Erin J. O'Leary Catherine D. Reischmann William E. Reischmann, Jr. Of Counsel February 21,2007 Andrea Lorenzo-Luaces, City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Re: First Modification of Binding Development Agreement/West End; and Amendment to Developer's Agreement for Seminole Trail Animal Hospital Dear Andrea: Enclosed please find both originally recorded First Modification of Binding Development Agreement/West End and Amendment to Developer's Agreement for Seminole Trail Animal Hospital, recently received in our office. These documents are being forwarded to your office for safekeeping. Thank you for your attention to this matter. rtn~# D. atta, Assistant to Anthony a. Garganese City Attorney AAG/kdm Enclosures 225 East Robinson Street, Suite 660 . P.O. Box 2873' Orlando, Florida 32802-2873 Orlando (407) 425-9566 Fax (407) 425-9596' Kissimmee (321) 402-0144' Cocoa (866) 425-9566' Ft. Lauderdale (954) 670-1979 Website: www.orlandolaw.net . Email: firm@orlandolaw.net THIS AGREEMENT IS THE VERSION THAT WENT TO THE CITY COMMISSION AT THE JULY 26, 2006 REGULAR MEETING AS PUBLIC HEARING 204. THE CITY COMMISSION MADE AMENDMENTS TO THE AGREEMENT AT THIS MEETING AND THE AGREEMENT WAS NOT APPROVED. Prepared by and Return to: Katherine W. Latorre, Esq. Winter Springs Assistant City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32802-2873 (407) 425-9566 AMENDMENT TO DEVELOPER'S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL. INC. THIS AMENDMENT TO DEVELOPER'S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL INC., made and executed this day of , 2006, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and SEMINOLE TRAIL ANIMAL HOSPITAL, INC., a Florida Corporation ("Owner") whose address is 1491 East State Road 434, Suite 109, Winter Springs, Florida 32708. WITNESSETH WHEREAS, Owner is the owner of certain real property located within the City of Winter Springs, Florida, more particulazly described herein ("Subject Property") by virtue of Quit Claim Deed recorded in Seminole County Official Record Book ,Page ;and WHEREAS, the City Commission of the City of Winter Springs adopted Resolution 2006- 38, approving Owner's request to subdivide the Subject Property into two (2) separate and distinct lots for development purposes; and WHEREAS, the subdivided lots are more particularly depicted and legally described herein as "Parcel 4A" and "Pazce14B;" and WHEREAS, the Subject Property is part of Tuscawilla Tract 15 Parcel 1-C, and is subject to a Developer's Agreement for Tuscawilla Tract 15 Parcel 1-C, which is recorded in Seminole County Official Record Book 3574, Page 0529 ("Developer's Agreement"); and WHEREAS, as the successor in interest to the Subject Property, Owner's development of the Subject Property is bound by and subject to the terms of the Developer's Agreement; and WHEREAS, the Development Agreement provides that the Subject Property may contain one (1)ground-mounted, single tenant sign from 8' in height to 8'9" in height; and WHEREAS, given that the Subject Property has been subdivided into two (2) lots for AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 1 OF 6 development purposes, Owner desires to amend the Development Agreement only with regazd to the Subject Property to permit the design, construction and location of one (1)ground-mounted, single tenant monument sign each for Pazce14A and Pazce14B; and W HEREAS, the City and Owner desire to memorialize in writing their mutual understanding regarding certain aspects of the development of the Subject Property under the terms and conditions set forth in this Amendment to Developer's Agreement for Seminole Trail Animal Hospital, Inc. ("Agreement"); and WHEREAS, in addition to Owner's compliance with all provisions of the Developer's Agreement, City Codes, permitting and construction not in conflict with or addressed herein, the City and Owner desire to set forth the following special terms and conditions. NOW, THEREFORE, in consideration ofthe mutual promises, covenants and agreements set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Developer's Agreement as follows: 1.0 Recitals. The foregoing recitals are hereby incorporated herein bythis reference and deemed a material part of this Agreement. 2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal Home Rule Powers Act. 3.0 Subject Property. The Subject Property which is subject to, and bound by, the terms and conditions of this Agreement is legally described in "Exhibit A," attached hereto and fully incorporated herein by this reference. 4.0 Subdivided Lots. Pursuant to Resolution 2006-38, the Subject Property was approved by the Winter Springs City Commission to be subdivided into two (2) lots for development purposes. Said subdivided lots are more particularly depicted and legally described in "Composite Exhibit B," attached hereto and fully incorporated herein by this reference ("Parcel 4A" and "Parcel 4B"). 5.0 Representations ofOwner. Owner hereby represents and warrants to the City that Owner 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 Owner and recorded in the public records of Seminole County, Florida, constitute a legal, valid and binding obligation enforceable against Owner and the Subject Property in accordance with the terms and conditions of this Agreement. Owner represents it has voluntarily and willfully executed this Agreement for purposes of binding the Subject Property to the terms and conditions set forth in this Agreement. AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 2 OF 6 6.0 Amendment to D velvper's Agreement. The City agrees to vary the signage restrictions imposed on the Subject Property by paragraph 3.2 of the Developer's Agreement by allowing the design, construction and location of one (1)ground-mounted, single tenant monument sign each for Pazcel 4A and Pazce14B, as such lots are depicted in "Composite Exhibit B." The design, construction and location of the signs shall otherwise comply with the provisions of section 3 of the Developer's Agreement and all other applicable City Codes including, but not limited to, section 20-470, Winter Springs City Code. 7.0 Successors and Assigns. This Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties. 8.0 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 9.0 Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto and approved by the City Commission. 10.0 Entire Agreement. This Agreement supersedes any other agreement, oral or written, and contains the entire agreement between the City and Owner as to the subject matter hereof. 11.0 SeverabilitK 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 of Winter Springs City Commission and execution of this Agreement by both parties. 13.0 Recordation. This Agreement shall be recorded in the public records of Seminole County, Florida, and shall run with the land. 14.0 Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Owner 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. 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 AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 3 OF 6 judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 16.0 Citx's Police Power. Owner 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 Agreement shall result in irreparable damage and that specific performance of these obligations may be obtained by suit inequity. 20.0 Attorney's Fees. In connection with any arbitration or litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs through all appeals to the extent permitted by law. 21.0 DeveloQment Permits. Nothing herein shall limit the City's authority to grant or deny any development permit applications or requests subsequent to the effective date ofthis Agreement. The failure of this Agreement to address any particular City, County, State and/or Federal permit, condition, term or restriction shall not relieve Owner 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, special exception, occupational license, or other permit of any kind whatsoever for any building or unit if Owner is in breach of any term or condition of this Agreement. 22.0 ContinuinE Effect of Developer's Agreement. All other provisions of the Developer's Agreement not otherwise modified by this Agreement shall remain in full force and effect with respect to the Subject Property. AMENDMENT TO DEVELOPER'S AGREEMENT C[TY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 4 OF 6 IN WITNESS WHEREOF, the parties have executed this Binding Development Agreement as of the date first written above. ATTEST: CITY OF WINTER SPRINGS, a Florida municipal corporation. ANDREA LORENZO-LUACES, City Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. Dated: By: Anthony A. Garganese, City Attorney for the City of Winter Springs JOHN F. BUSH, Mayor AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 5 OF 6 WITNESSES: Print Name: Print Name: STATE OF FLORIDA COUNTY OF Seminole Trail Animal Hospital, Inc. a Florida Corporation. Douglas P. Williams, Its President The foregoing instrument was acknowledged before me this day of , 2006, by Douglas P. Williams, as President of Seminole Trail Animal Hospital, Inc., a Florida Corporation, [ ] who is personally known to me or [ ] who has produced as identification. NOTARY PUBLIC, State of Florida My commission expires: AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 6 OF 6 THIS AGREEMENT IS THE VERSION THAT WENT TO THE CITY COMMISSION AT THE JANUARY 22, 2007 REGULAR MEETING REGULAR 300. THIS AGREEMENT WAS APPROVED. Prepared by and Return to: Katherine W. Latour, Esq. Winter Springs Assistant City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32802-2873 (407) 425-9566 _o~°~~~ ~~ ~~~ AMENDMENT TO DEVELOPER'S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL. INC. THIS AMENDMENT TO DEVELOPER' S AGREEMENT FOR SEMINOLE TRAIL ANIMAL HOSPITAL INC., made and executed this day of , 2007, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and SEMINOLE TRAIL ANIMAL HOSPITAL, INC., a Florida Corporation ("Owner") whose address is 1491 East State Road 434, Suite 109, Winter Springs, Florida 32708. WITNESSETH WHEREAS, Owner is the owner of certain real property located within the City of Winter Springs, Florida, more particularly described herein ("Subject Property's by virtue of Quit Claim Deed recorded in Seminole County Official Record Book 6309, Page 13; and WHEREAS, the City Commission of the City of Winter Springs adopted Resolution 2006- 38, approving Owner's request to subdivide the Subject Property into two (2) separate and distinct lots for development purposes; and WHEREAS, the subdivided lots are more particularly depicted and legally described herein as "Parcel 4A" and "Parcel 4B;" and WHEREAS, the Subject Property is part of Tuscawilla Tract 15 Parcel l-C, and is subject to a Developer's Agreement for Tuscawilla Tract 15 Parcel 1-C, which is recorded in Seminole County Official Record Book 3574, Page 0529 ("Developer's Agreement"); and WHEREAS, as the successor in interest to the Subject Property, Owner's development of the Subject Property is bound by and subject to the terms of the Developer's Agreement; and WHEREAS, the Development Agreement provides that the Subject Property may contain one (1)ground-mounted, single tenant sign from 8' in height to 8'9" in height; and WHEREAS, given that the Subject Property has been subdivided into two (2) lots for AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE I OF 6 development purposes, Owner desires to amend the Development Agreement only with regazd to the Subject Property to permit the design, construction and location of one (1)ground-mounted, single tenant monument sign each for Parcel 4A and Parcel 4B; and WHEREAS, the City and Owner desire to memorialize in writing their mutual understanding regarding certain aspects of the development of the Subj ect Property under the terms and conditions set forth in this Amendment to Developer's Agreement for Seminole Trail Animal Hospital, Inc. ("Agreement"); and WHEREAS, in addition to Owner's compliance with all provisions of the Developer's Agreement, City Codes, permitting and construction not in conflict with or addressed herein, the City and Owner desire to set forth the following special terms and conditions. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Developer's Agreement as follows: 1.0 i a s The foregoing recitals are hereby incorporated herein by this reference and deemed a material part of this Agreement. 2.0 Authority, This Agreement is entered into pursuant to the Florida Municipal Home Rule Powers Act. 3.0 Subject Property. The Subject Property which is subject to, and bound by, the terms and conditions of this Agreement is legally described in "Exhibit A," attached hereto and fully incorporated herein by this reference. 4.0 Subdivided Lots. Pursuant to Resolution 2006-38, the Subject Property was approved by the Winter Springs City Commission to be subdivided into two (2) lots for development purposes. Said subdivided lots are more particularly depicted and legally described in "Composite Exhibit B," attached hereto and fitlly incorporated herein by this reference ("Parcel 4A" and "Parcel 4B"). 5.0 Representations of Owner. Owner hereby represents and warrants to the City that Owner 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 Owner and recorded in the public records of Seminole County, Florida, constitute a legal, valid and binding obligation enforceable against Owner and the Subject Property in accordance with the terms and conditions of this Agreement. Owner represents it has voluntarily and willfully executed this Agreement for purposes of binding the Subject Property to the terms and conditions set forth in this Agreement. AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 2 OF ~6 6.0 Amendment to Developer's Agreement. The City agrees to vary the signage restrictions imposed on the Subject Property by paragraph 3.2 of the Developer's Agreement as follows: 6.1 Parcel 4A. Owner shall design, construct and install one (1)ground-mounted, single tenant monument sign not to exceed six feet (6~ in height for Parcel 4A. Such sign shall be located as depicted on the Final Engineering Plans approved by the City Commission on Apri124, 2006. The design, construction and location of the sign shall otherwise comply with the provisions of section 3 of the Developer's Agreement and all other applicable City Codes including, but not limited to, section 20-470, Winter Springs City Code. 6.2 Parcel 4B. Subject to applicable City Codes and prior approval by the City Commission, Owner shall be permitted to design, construct and install ,one (1) ground-mounted, single tenant monument sign on Parcel 4B, provided said sign shall not exceed six feet (6') in height. 7.0 Successors and Assigns. This Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties. 8.0 applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 9.0 Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto and approved by the City Commission. 10.0 Entire greement. This Agreement supersedes any other agreement, oral or written, and contains the entire agreement between the City and Owner as to the subject matter hereof. 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 of Winter Springs City Commission and execution of this Agreement by both parties. 13.0 Recordation. This Agreement shall be recorded in the public records of Seminole County, Florida, and shall run with the land. 14.0 RelationshiQ of the Parties. The relationship of the parties to this Agreement is contractual and Owner is an independent contractor and not an agent of the City. Nothing AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE 3 OF 6 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. 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 one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 16.0 City's Police~ower. Owner agrees and acknowledges that the City hereby reserves all police powers granted to the City bylaw. In no way shall this Agreement be construed as the City bargaining away or surrendering its police powers. 17.0 Inte~~retation. 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 Agreement shall result in irreparable damage and that specific performance of these obligations may be obtained by suit in equity. 20.0 Attorney's Fees. In connection with any arbitration or litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs through all appeals to the extent permitted by law. 21.0 Devel nment 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 Owner or the City of the necessity of complying with the law governing said permitting requirement, condition, AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL HOSPITAL, INC. PAGE40F6 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, special exception, occupational license, or other permit of any kind whatsoever for any building or unit if Owner is in breach of any term or condition of this Agreement. 22.0 ~'ontinuing Effect of Develo eru 's Agreement. All other provisions of the Developer's Agreement not otherwise modified by this Agreement shall remain in full force and effect with respect to the Subject Property. IN WITNESS WHEREOF, the parties have executed this Binding Development Agreement as of the date first written above. ATTEST: ANDREA LORENZO-LUACES, City Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. Dated: By: Anthony A. Gazgaaese, City Attorney for the City of Winter Springs CITY OF WINTER SPRINGS, a Florida municipal corporation. JOHN F. BUSH, Mayor AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEM[NOLE TRAIL ANIMAL HOSPITAL, INC. PAGE S OF 6 WITNESSES: Print Name: Print Name: STATE OF FLORIDA COUNTY OF Seminole Trail Animal Hospital, Inc. a Florida Corporation. Douglas P. Williams, Its President The foregoing instrument was acknowledged before me this day of , 2007, by Douglas P. Williams, as President of Seminole Trail Animal Hospital, Inc., a Florida Corporation, [ ] who is personally known to me or [ ] who has produced as identification. NOTARY PUBLIC, State of Florida My commission expires: AMENDMENT TO DEVELOPER'S AGREEMENT CITY OF WINTER SPRINGS / SEMINOLE TRAIL ANIMAL EIOSPITAL, INC. PAGE 6 OF 6