HomeMy WebLinkAboutMain Street Associates Town Center Phase IIA JDC -2006 04 24
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MARyANt€ MORSE, CLERK OF CIRCUIT COORT
SEMINl1E CCllNTY
BK 86237 Pg. 8628 - 637, (llpg.)
CLERK'S # 2006075122
RECORDED 15/19/2116 11ll8lSJ AM
RECORDINB FEES 86. 51
RECORDED BY H BaU.y
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT
This TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT
(the "Permit") is issued by the CITY OF WINTER SPRINGS, a Florida Municipal Corporation
(the "City"), whose address is 1126 East S.R. 434, Winter Springs, Florida 32708, and agreed to
by MAIN STREET ASSOCIATES, LLC., a Georgia limited liability company ("Main Street"),
whose address is 216 Seven Farms Drive, Suite 200, Charleston, South Carolina 29492, on this
) f~ay of April, 2006.
WITNESSETH:
WHEREAS, Main Street has submitted final engineering plans and other site development
data and information to develop the Property depicted on the attached site plan, which plans and
data are currently being reviewed by the City for final approval; and
WHEREAS, pending final engineering approval, Main Street has requested that the City
permit preliminary site development work consistent with the submitted final engineering plans;
and
WHEREAS, although the final engineering plans have not been finalized and approved by
the City, said plans and the site development data and information submitted to-date are
sufficient enough for the City to issue a Phase IIA site development permit in order to allow
Main Street to perform a limited scope of preliminary site development work in advance of final
engineering approval under the terms and conditions stated herein; and
WHEREAS, substantial land clearing and restoration of the Property is specifically
contemplated and required by the City's Town Center policies and code in order to permit dense
development and a neo-traditional scheme of new tree-canopied streets and planned green
spaces; and
~BR~WN, GARGANESE
Post Office Box 2873
Orlando, Florida 32802-2873
TOWN CENTER PHASE lIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase lIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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WHEREAS, in furtherance of this request, the City desires to permit a limited scope of
Phase IIA site development work under the terms and conditions stated herein and agreed to by
Main Street;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree to the terms and conditions set forth under this Permit as
follows:
1.0 Recitals. The foregoing recitals are true and correct and are hereby full incorporated
herein by this reference.
2.0 Scope of Work. The scope of this Permit is limited to the following preliminary site
development work on the Property:
2.1 Demolition. The demolition and removal of any existing fences,
debris, etc. necessary to accomplish the work hereinafter detailed.
2.2 Removal of Vegetation. The removal of any existing trees, stumps and other
vegetation which will not be preserved on the Property.
2.3 Removal of Unsuitable Soils.
The removal of any unsuitable soils.
2.4 Dewatering. The dewatering of any existing surface and/or
ground water necessary for site development as described herein.
2.5 Grading/filling.
furtherance of the planned development.
The grading and filling of the Property In
All preliminary site development work shall be performed and completed within one
hundred and twenty (120) calendar days after the Effective Date of this Permit (as hereinafter
described) and in accordance with all applicable local, state, and federal laws, regulations, and
permits. The completion date may be reasonably extended by the City Commission upon good
cause shown. Any site development work not specifically authorized hereunder is hereby strictly
prohibited. Main Street shall be required to obtain other City permits required to implement the
work authorized by this Agreement, including, but not limited to, demolition and arbor permits,
and said 120-day period shall be extended for such period of time as such implementation may
be delayed in order to obtain such other City permits. During the term of this Permit, the City
and its agents shall have the unconditional right of entry onto the Property to conduct inspections
to determine compliance with the terms and conditions of this Permit.
3.0 Conditions Precedent to Commencement of Work. Prior to commencing the work
set forth in section 2.0, the following documents shall be submitted by Main Street to the City in
a form acceptable to the City:
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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3.1 Sketch Plan. A sketch plan depicting the preliminary site development work
authorized under section 2.0 and a stabilized construction entrance.
3.2 Construction Vehicle Routing Plan. A construction vehicle routing plan which is
designed to provide for a safe and convenient route for construction vehicles and equipment to
go to and from the Property. Said plan is subject to reasonable modification by the City Manager
in order to safeguard persons and property.
3.3 Other Government Agency Permits. A copy of any and all required permits issued
by any other government agency.
3.4 Engineer Certifications. A written certification from the appropriate project
engineer and/or consultant documenting that the work authorized under section 2.0 is in
compliance with applicable environmental laws, including, but not limited to, laws applicable to
endangered or threatened species, artesian water wells, hazardous materials, and historical
artifacts.
Main Street shall have the duty to keep updated and current plans, permits, and
certifications on file with the City during the term of this Permit. This Permit shall not become
effective until such time as the City receives and approves the documents required by this section.
4.0 Permit Fee. Upon issuance of this Permit, Main Street shall pay the City's standard
construction inspection fee equal to one percent (1 %) of the estimated construction value of the
work authorized by section 2.0.
5.0 Default: Restoration of Property. The City reserves the right to revoke or suspend
this Permit if the City determines that Main Street is not in compliance with the terms and
conditions of this Permit. Prior to revoking or suspending the Permit, the City will provide Main
Street with written notice identifying any default of the Permit terms and conditions. Upon
receipt of the notice of default, Main Street shall have five (5) business days to cure the default
to the City's reasonable satisfaction unless additional time is granted by the City Manager. If
Main Street fails so to cure the default, the City shall have the right to revoke or suspend this
Permit. If the City suspends or revokes the Permit, Main Street shall immediately work to secure
the Property to a safe condition to the City's reasonable satisfaction so that the Property does not
become a public nuisance or a health and safety hazard. At the City's discretion, such work may
include, but not be limited to, removal of debris and vegetation, grading of the Property,
mulching, seeding, erecting sand barriers, fencing, and other activities to stabilize the Property
from erosion. If Main Street fails to properly restore the Property within a reasonable period of
time, the City shall have the right to make claim to and use the Phase IIA Security (as hereinafter
described) to complete such work. In the event the amount of the Phase IIA Security is not
sufficient to cover the City's expense for such work, Main Street agrees, upon written notice by
the City, to reimburse the City for any incurred expenses not covered by the Phase IIA Security.
If Main Street fails to fully reimburse the City, the City shall have the right to record, with the
Seminole County Clerk of the Court, an assessment lien on the Property for any such un-
reimbursed expenses.
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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6.0 Security. Upon issuance of this Permit, Main Street shall post a performance bond,
irrevocable letter of credit letter of credit, or escrow deposit with the City in the amount of
Twenty-Five Thousand and No/IOO Dollars ($25,000.00) as security that the work authorized
and required by this Permit is performed and completed in full compliance with any and all terms
and conditions of this Permit ("Phase IIA Security"). If the Phase IIA Security is a bond or
irrevocable letter or credit, it shall be issued by a company or bank, and in a form, acceptable to
the City Manager and the City Attorney.
7.0 Indemnity, Release, Hold Harmless. Main Street 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 attorneys fees and costs through all appellate proceedings),
directly or indirectly arising from, out of, or caused by: (1) the risk identified in section 8.0 of
this Permit; and (2) any work performed under this Permit, including, but not limited to any and
all acts and omissions of Main Street and its contractors.
8.0 Representations and Warranties. Main Street represents and warrants that the
work authorized by this Permit is being performed with the knowledge and understanding that
said work is being done prior to final engineering approval by the City and that final engineering
approval may be denied by the City or result in additional site development not contemplated by
this Permit. Main Street agrees that they are assuming the full and complete risk that final
engineering may de denied by the City or additional site development work may be required and
may include modification of the work performed under this Permit.
9.0 No City Representation and Warranties. Main Street acknowledges and agrees
that, although this Permit indicates that the City is considering final engineering approval for the
Property, the City in no way represents or warrants that the City has approved or will approve
said plans.
10.0 Prior Consent Required for Transfer of Permit. This Permit is not transferable or
assignable without the prior consent of the City Commission.
11.0 Applicable Law. This Permit shall be governed by and constructed in accordance
with the laws of the State of Florida.
12.0 Amendments. This Permit shall not be modified or amended except by written
agreement duly executed by both parties hereto and approved by the City Commission.
13.0 Entire Permit Aereement. This Permit is issued in furtherance of the Development
Agreement. However, this Permit supersedes any other agreement, oral or written, and contains
the entire agreement between the City and Main Street as to the specific work authorized under
section 2.0 ofthis Permit.
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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14.0 Severability. If any provision of this Permit shall be held to be invalid or
unenforceable to any extent by a court of competent jurisdiction, the City has the unconditional
right to declare this Permit null and void and require that the work authorized by section 2 be
immediately stopped.
15.0 Effective Date. This Permit shall become effective upon approval by the City
Commission, execution of this Permit by all parties hereto, and the completion of the conditions
precedent set forth in section 3.0 of this Permit ("Effective Date").
16.0 Relationship of the Parties. The relationship of the parties to this Permit is
contractual and Main Street is no 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.
17.0 Soverei2l1 Immunitv. 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, 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.
18.0 City's Police Power. Main Street agrees and acknowledges that the City hereby
reserves all police powers granted to the City by law, particularly with respect to whether or not
the City Commission will approve the final engineering plans for the Property. In no way shall
this Permit be construed as the City bargaining away or surrendering it police powers.
19.0 Third-Party Ri2hts. This Permit is not a third-party beneficiary contract and shall
not in any way whatsoever create any rights on behalf of any third party.
20.0 Attornev's Fees. Should the City take any action to enforce this Permit, Main Street
agrees that the City shall have the right to collect reasonable prevailing party attorney's fees and
costs, through all appellate proceedings, in connection with said enforcement.
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
Permit. The failure of this Permit to address any particular City, County, State and/or Federal
permit, condition, term or restriction shall not relieve Main Street 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,
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
-5-
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suspend, or terminate any and all other permits for the Property in the event that Main Street
shall be in default hereunder beyond any notice and cure period, if any.
[SIGNATURE BLOCKS BEGIN ON NEXT PAGE]
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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IN WITNESS WHEREOF, the parties have hereunto set their ~arl~~d se~,~~ the date
first above written .;' ~\'0...,.,...,. ,', .,
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CITY OF WI~~ ~G~ --="f:;
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CITY SEAL
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only V
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Date:
thony ganese, City Attorney for the
City of Winter Springs, Florida
STATE OF FLORIDA
COUNTY OF SEMINOLE
Personally appeared before me, the undersigned authority, John F. Bush and Andrea
Lorenzo Luaces, well know to me be the Mayor and City Clerk respectively, of the City of Winter
Springs, Florida, and acknowledged before me that they executed the foregoing instrument of
behalf of the City of Winter Springs, as its true act and deed, and that they were duly authorized to
do so.
Witness my hand and official seal this _day of
, 2006.
(NOTARY SEAL)
Notary Public
My commission expires:
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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Signed, sealed and delivered in the
presence of the following witnesses:
~
MAIN STREET ASSOCIATES, LLC., a
Georgia limited liability company
By: Main Street Investgfs(LLC., Georgia
limited liability comptmy .
its Manager ,,;,/~
By:
~~~~
Si~ =K1'J-/J tJJtd
Printed Name of Witn~
STATE OF FLORIDA .::>>u-th- t~t)' /hv
COUNTYOF L~m'U3l/ey
The foregoing instrument was acknowledged before me this d17"f'--day of
,tq-ptA '-- , 2006, by Robert 1. Doran, Jr., as Manager of Main Street Investors, LLC., a
Georgia limited liability company, the Manager of MAIN S~ET ASSOCIATES, LLC., a
Georgia limited liability company. He is ~ona1ly }rno to me or has produced
as identification.
(NOTARY SEAL)
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(Print Name) - .', '. ........, "'. ,:
Notary Public, State of :SOU ~~.~~~J'<"'-
Commission No.: \,1/_ ............:....
My Commission Expires: q f1;.j.t,M!~
TOWN CENTER PHASE IIA SITE DEVELOPMENT PERMIT AGREEMENT (2).DOCTown Center Phase IIA Site
Development Permit Agreement
City of Winter Springs and Main Street Associates, LLC
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