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Home My WebLink AboutLMB Ventures, LLC Binding Development Agreement - 2006 05 01INMN~N~N~NNMMM~NNNNINrN~IN>I MIAiIYAPN~E I~ CLEAR ~' CIIECt1IT i~l'T 9E11ItEll.E Cf]IMfY Prepared by and Return to: ~ ~'~ Pqs 003A - 3S; t6pAs) GL E RK' S ~ zK1t1f~] t1~76~ Katherine W. Latorre, Esq. 06/P7~~'006 ~_~_~ ~ Winter Springs Assistant City Attorney INB ~~ `$'~ Brown, Garganese, Weiss & D'Agresta, P.A. ~1 BY t hsldea P.O. Box 2873 Orlando, FL 32802-2873 (407) 425-9566 BINDING DEVELOPMENT AGREEMENT ST" THIS BINDING DEVELOPMENT AGREEMENT, made and executed this day of ~ , 2006, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporati n ("City") whose address is 1126 East State Road 434, Winter Springs, Florida 32708, and LMB VENTURES, LLC, a Florida limited liability company ("LMB") whose address is 255 Woodridge Drive, Geneva, Florida 32732. WITNESSETH WHEREAS, LMB is the contract purchaser of Lots 2 and 3 of the Tuskawilla Office Park development located within the City of Winter Springs, Florida, more particularly described herein; and WHEREAS, LMB intends to develop Lots 2 and 3 to include a single structure and parking area consistent with the design and standards of the Tuskawilla Office Park development; and WHEREAS, the City and LMB desire to memorialize in writing their mutual understanding regarding certain aspects of the development of Lots 2 and 3 under the terms and conditions set forth in this Binding Development Agreement ("Agreement"); and WHEREAS, in addition to LMB's compliance with all City Codes, permitting and construction not in conflict herein, the City and LMB 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 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. BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS /LMB VENTURES, LLC PAGE I OF 6 3.0 Subj ect Property. The real property ("Subj ect Property") which is Subj ect to, and bound by, the terms and conditions of this Agreement is legally described as follows: Lots 2 and 3, TUSKAWILLA OFFICE PARK, according to the Plat thereof, as recorded in Plat Book 60, Pages 93 and 94, of the Public Records of Seminole County, Florida. 4.0 Representations of LMB. LMB hereby represents and warrants to the City that LMB 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 LMB and recorded in the public records of Seminole County, Florida, constitute a legal, valid and binding obligation enforceable against LMB and the Subject Property in accordance with the terms and conditions of this Agreement. LMB 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. 5.0 Town Center Code Waivers. Based upon LMB's agreement to the terms and conditions set forth in this Agreement, the City hereby grants the following waivers to the Town Center District Code pursuant to the special exception criteria enumerated in section 20-321(c), Winter Springs City Code: 5.1 Garden Wall. LMB shall provide a garden wall around the eastern and southern boundaries of the parking area located on Lot 2. Such garden wall shall act to screen the paved parking area from Tuskawilla Road and from the adjacent structure to the south of Lot 2. The garden wall shall be permitted according to the final engineering drawings on file with the City and approved by the City Commission. 5.2 Off-Street Surface Parking Lot Placement. Off-street surface parking shall be located directly behind the garden wall required by subparagraph 5.1. The off- street parking area shall be permitted to encroach into the fifty foot (50') setback required by section 20-324(10)(c), Winter Springs City Code. 5.3 Parking Lot Landscape Requirements. In consideration of limited parking for access to Lots 2 and 3, eight (8) consecutive parking stalls shall be permitted without providing a landscape island. 5.4 Building Placement. Given the location of the off-street surface parking area, and taking into consideration that Lots 2 and 3 are required by paragraph 6.0 to be unified in title as one lot for development purposes, the space between the structure to be constructed on Lots 2 and 3 and the adjacent structure to the south is permitted BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS /LMB VENTURES, LLC PAGE 2 OF 6 to be a maximum of fifty-five feet (55'). 6.0 Unification of Title. LMB shall, within ninety (90) days of execution of this Agreement, unify title to Lots 2 and 3 as one lot for development purposes. Such unification shall be subject to the approval of the City Commission and shall be recorded in the Seminole County Official Records. 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 Apalicable 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 LMB 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, execution of this Agreement by both parties and upon final sale of the Subject Property to LMB. 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 LMB 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 judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS /LMB VENTURES, LLC PAGE 3 OF 6 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 Power. LMB 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 maybe 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 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 LMB 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 LMB is in breach of any term or condition of this Agreement. IN WITNESS WHEREOF, the parties have executed this Binding Development Agreement as of the date first written above. [EXECUTION PAGES FOLLOW] BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS /LMB VENTURES, LLC PAGE 4 OF 6 • t t, , ~''~~ . ,~ A... y~r/, ,~ ~ ~ ' ~°~ a0 ' , ATTEST: ` l ~ CITY OF W31V~TER V~ ~5~ • •' . a Florida muni&ipal ~~rporati~ , AND LORENZO-LUACES, J N F. BUSH ~ ' • • ~ • • •' ~1~ City rk , .~ ~ g~ Mayor ~,, ~ APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. ~j y/~~° Dated: By: Anthony A. Garganese, City Attorney for the City of Winter Springs BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS / LMB VENTURES, LLC PAGE 5 OF 6 WITNESSES: Print I~ame~ i ~~c~~,-~~~ ~ Print Name: Elsie M. Tracy STATE OF FLO DA COUNTY OF ~(~ ~-. LMB VENTURES, LLC, a Florida limited liability company. enn L. White, Manager The foregoing instrument was acknowledged before me this ~ day of til~c~ 2006, by Kenneth L. White, as Manager of LMB Ventures, LLC, a Florida limited iability company, [~ ] who is personally known to me or [ ] who has produced as identification. NOTARY PUBLIC, State lorida My commission expires: ~ ~~ '~n/~ ~~~~ADRIENNE ~~LANGENBACH~~~~~J r"i"~"'' ~ Comrtalt D004YSBY4 ' + :' Expo 3f1?/2010 ~ "! ~ ~ ' ~~un+ ~` Flord~NOtMyANR..1110 i BINDING DEVELOPMENT AGREEMENT CITY OF WINTER SPRINGS /LMB VENTURES, LLC PAGE 6 OF 6 Yl 4tra J U L 0 7 `,,.F,.. ~~ti;, BROWN, GARGANESE, WEISS & D'AGRESTI~,~~'~T~,,N, ~, ~,,~,,~ :, rrr:,rc C'~F THE C,f1Y (.L, ti~ Attorneys at Laav Debra S. Babb-Nutcher" Joseph E. Blitch Usher L. Brown' Suzanne D'Agresta" Anthony A. Garganese" J.W. Taylor Jeffrey S. Weiss Offices in Orlando, Kissimmee, Cocoa, Ft. Lauderdale & Tampa Scott J. Dornstein Mitchell B. Haller Katherine W. Latorre Amy J. Pitsch 'Board Certified Civil Trial Lawyer "Board Certified City, County & Local Government Law July 6, 2006 VIA U.S. MAIL Andrea Lorenzo-Luaces, City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Erin J. O'Leary Catherine D. Reischmann William E. Reischmann, Jr. Of Counsel Re: Winter Springs / LMB Ventures, LLC. -Binding DevelopmentAgreement Dear Andrea: Enclosed please find the original fully executed and recorded above referenced Agreement. This original is being provided to your office for safekeeping. Should you have any questions, do not hesitate to call. Very truly yours, ~~ 2/1~.C. G~---, Sandi Bowker, Assistant to Anthony A. Garganese /slb Enclosure 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