HomeMy WebLinkAboutCypress Pointe at Winter Springs Conceptual Binding Development Agreement -2003 06 09
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Prepared by and return to:
Anthony A Garganese, Esquire
~ Brown, Salzman, Weiss & Gargancsc, P.A
Post Office Box 2873
Orlando, :Florida 32802-2873
(407) 425-9566
MARYANNE MORSE, CLERK OF CIRCUIT COURT
SEMINOLE COUNTY
BK 04886 PG 0212
CLERK'S # 2003110261
RECORDED 06/27/2083 11:47:28 AM
RECORDING FEES 96 55
RECORDED BY G Harford
CONCEPTUAL BINDING
DEVELOPMENT AGREEMENT
T~~NCEPTUALBINDING DEVELOPMENT AGREEMENT is made and entered into
as ofthis~ day of May, 2003 by and between the CITY OF WINTER SPRINGS, FLORIDA,
a Florida municipal corporation and CYPRESS POINTE AT WINTER SPRINGS, LTD., a Florida
limited partnership.
RECITALS:
WHEREAS, this Agreement is entered into pursuant to the Florida Municipal Home Rule
Powers Act; and
WHEREAS, pursuant to that certain Purchase and Sale Agreement between Big Cypress
Associates, Ltd., a Florida limited partnership, as sellers, and Cypress Pointe at Winter Springs, Ltd.,
a Florida limited partnership, as purchasers, dated March 13, 2003, Cypress Pointe is the contract
purchaser and will be the owner and developer of approximately fifteen (15) acres ofland located in
the City of Winter Springs which is more particularly described herein; and
WHEREAS, on March 24,2003, the City granted a conditional use permit for the Property
to allow the construction of multi-family units not to exceed eight (8) dwelling units per acre; and
WHEREAS, Cypress Pointe and the City desire to memorialize their understandings and
agreement regarding their respective interests, expectations, and intentions contained in this
Agreement.
NOW THEREFORE in consideration of the terms and conditions set forth in this
Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged
by the parties, the City and Cypress Pointe agree to the following:
1.0 Incorporation of Recitals.
The foregoing recitals are true and correct and are hereby fully incorporated herein by this
reference as a material part of this Agreement.
Conceptual Binding Development Agreement
Page 1 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0213
2.0. Definitions.
Unless the context clearly indicates otherwise, the following words and phrases when used
in this Agreement shall have the meaning ascribed below:
2. 1 "Big Cypress" shall mean Big Cypress Associates, Ltd., a Florida limited partnership.
2.2 "City" shall mean the City of Winter Springs, a Florida municipal corporation.
2.3 "Cypress Pointe" shall mean Cypress Pointe at Winter Springs, Ltd., a Florida
Limited Partnership.
2.4 "Property" shall mean the real property subject to this Agreement and legally
described on Exhibit "A" which is attached hereto and fully incorporated herein by
this reference.
2.5 "Conceptual Site Plan" shall mean the conceptual site plan and preliminary building
elevations which Cypress Pointe agrees to permit and develop on the Property under
the terms and conditions of this Agreement and which is attached hereto as composite
Exhibit "B" and fully incorporated herein by this reference.
2.6 "Agreement" shall mean this Agreement made and entered into by and between the
City of Winter Springs, Florida, a Florida municipal corporation and Cypress Pointe
at Winter Springs, Ltd., a Florida limited partnership, including all exhibits and written
modifications thereto.
3.0 Conceptual Plan Approval.
3.1 The City hereby approves the Conceptual Site Plan, subject to the terms and
conditions of this Agreement.
3.2 Cypress Pointe acknowledges and agrees that the Conceptual Site Plan is only
conceptual and is subject to additional approvals and permits being granted by the
City and other governmental agencies, which mayor may not be granted. Cypress
Pointe also acknowledges and agrees that the City does not represent or guarantee
that the additional approvals and permits will be granted and if said approvals or
permits are not granted, Cypress Pointe will not be able to permit and develop the
Conceptual Site Plan.
3.3 Notwithstanding the aforesaid, in consideration of the mutual promises and
considerations set forth in this Agreement, Cypress Pointe intends to use its best
efforts to permit and develop the Conceptual Site Plan on the Property subject to the
Conceptual Binding Development Agreement
Page 2 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0214
terms and conditions stated herein. Further, if the final site plan, landscape plan, and
engineering plan are approved for the project by the City, said plans shall be in
substantial conformity with the Conceptual Site Plan unless otherwise approved by
the City during the City's development permit process.
4.0 Purchase of Property.
Cypress Pointe will promptly use all reasonable and best efforts to complete the acquisition
of the Property pursuant to its existing contract rights and provide written notice of the acquisition
to the City. However, in the event that Cypress Pointe does not acquire fee simple ownership of the
Cypress Pointe Property by the closing date set forth under the terms of the existing purchase
contract, then this Agreement shall be automatically terminated and nullified, in which event the
parties' obligations under this Agreement shall be and become null and void and of no further effect.
Cypress Pointe shall promptly provide the City written notice if Cypress Pointe fails to close on the
Cypress Pointe Property.
5.0 Entranceway: Traffic: and Li~hting.
In addition to any requirements established by law, Cypress Pointe agrees as follows:
5. 1 The parties acknowledge that the entranceway depicted on the Conceptual Site Plan
is aligned with a three-way traffic signal located on State Road 434. Cypress Pointe
acknowledges and agrees that the traffic signal may be relocated as a result of
development plans currently ongoing within the City and City of Casselberry and that
Cypress Pointe will not object to said relocation.
5.2 Cypress Pointe shall be required to pay all costs incurred with the traffic signal
directly relating to the Conceptual Site Plan including, but not limited to, converting
the traffic signal to a four-way signal.
5.3 Cypress Pointe shall submit to the City, as part of the final site plan submittal, a traffic
study which shall address, at a minimum, traffic generation, A.M. and P.M. peak-hour
traffic numbers and movements, affected intersections, deceleration lanes, eastbound
left-turn lane, internal movements, off-site improvements, and traffic lights. Said
study shall be performed by a licensed engineer experienced in traffic management
after said engineer coordinates the methodology of the study with the City's traffic
engineering consultant.
5.4 Cypress Pointe acknowledges and agrees that the City may require Cypress Pointe to
design, permit, and construct a deceleration lane to service the Property as part of the
final site plan approval.
Conceptual Binding Development Agreement
Page 3 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0215
5.5 Cypress Pointe acknowledges and agrees that the maximum height of any and all
street and parking lights on the Property shall be limited to twenty (20) feet in height.
The maximum off-site spillage shall be one-half (.5) foot candle unless the city
requires, at final site plan approval, less foot candle spillage along certain boundaries
of the Property to address the legitimate lighting concerns of surrounding properties.
6.0 SR 434 Landscape Easement.
Cypress Pointe acknowledges and agrees that the City is currently implementing a landscape
redevelopment plan along State Road 434. In furtherance of this plan, Cypress Pointe agrees to
attempt to arrange for Big Cypress to convey to the City a landscape easement, ten (10) feet in width,
along the entire length of the Property abutting State Road 434. In the event Cypress Pointe is not
successful in arranging for Big Cypress to convey said easement, Cypress Pointe shall convey the
easement at such time Cypress Pointe receives title to the Property. The City shall bear the expense
related to installing and maintaining the landscape improvements located in the easement area. A
copy of the landscape easement is attached hereto and fully incorporated herein by this reference as
Exhibit "c."
7.0 Dwelline Units Per Acre: Affordable Housine.
7.1 The Property shall be limited to a maximum of eight (8) dwelling units per acre.
7.2 A maximum of seventy percent (70%) of the total units may be used for "affordable
housing." All units not set aside for affordable housing (minimum 3 0%) shall be made
available at the prevailing market rate for apartment units in the City of Winter
Springs and the surrounding area. In the event, Cypress Pointe is unable to set aside
a minimum of thirty percent (30%) of the units at market rate, either party shall have
the right to terminate this Agreement by providing written notice to the other party
prior to final site plan approval.
8.0 Periodic Review.
This Agreement shall be subject to periodic review by the parties. Periodically, the City and
Cypress Pointe agree to cooperate and meet in good faith to discuss the progress made under this
Agreement and whether any amendments should be made to this Agreement in furtherance of each
others' mutual interests.
9.0 Cooperation.
Cypress Pointe and the City shall cooperate fully with each other to effectuate the terms,
conditions and intentions of this Agreement. In connection with City development permit approvals
necessary to effectuate the Conceptual Site Plan, the City agrees to process Cypress Pointe's
development permit applications in good faith and in a prompt, diligent manner.
Conceptual Binding Development Agreement
Page 4 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0216
10.0 Authority.
Each party hereby represents and warrants to the other that they have full power and authority
to enter into this Agreement. Cypress Pointe also represents that it is duly authorized to bind the
Cypress Pointe Property to the terms and conditions contained in this Agreement. Cypress Pointe
also represents that all legal and equitable title to the Property will be vested in and held by Cypress
Pointe upon closing of the existing purchase contract for the Property. The City also represents that
all requirements and procedures, including public hearings, have been properly conducted so that the
execution hereof by the City shall constitute the final action of the City.
11.0 Notices.
Any notice required or allowed to be delivered hereunder shall be in writing and shall be
deemed to be delivered when: (a) hand delivered to the official hereinafter designated, or (b) upon
receipt of such notice, when deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, or (c) one day after deposit with a nationally recognized
overnight courier service, e.g. Federal Express, Purolator, Airborne, Express Mail, etc., addressed
to a party at the other address as specified below or from time to time by written notice to the other
party delivered in accordance herewith:
Cypress Pointe:
Ms. Lisa Stephens
Cypress Pointe at Winter Springs, Ltd.
20725 S.W. 46th Avenue
Newberry, Florida 32669
Phone: (352) 472-7773
Fax: (352) 472-5969
With copy to:
Jim Stockman, Esquire
Attorney at Law
20725 S.W. 46th Avenue
Newberry, Florida 32669
Phone: (352) 472-9310
Fax: (352) 472-8083
City:
Ronald W. McLemore, City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Phone: (407) 327-5957
Fax: (407) 327-6686
Conceptual Binding Development Agreement
Page 5 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0217
With copy to:
Anthony A. Garganese, Esquire
City Attorney of Winter Springs
Brown, Salzman, Weiss & Garganese, P.A.
225 East Robinson Street, Suite 660
Orlando, Florida 32801
Phone: (407) 425-9566
Fax: (407) 425-9596
12.0 Defaults.
Failure by either party to perform each and every one of its obligations hereunder, or any
violation of the City Code by Cypress Pointe or its contractors, shall constitute a default, entitling the
nondefaulting party to pursue whatever remedies are available to it under Florida law or equity
including, without limitation, 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 nondefaulting 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 nondefaulting party prior to filing said action. The cure period may be
extended by mutual agreement of the parties. The nondefaulting party shall have the right to
terminate this Agreement if the default is not timely cured and the defaulting party shall immediately
lose all rights and privileges granted hereunder. Furthermore, if the City declares a default under this
Agreement, the City shall have the right to suspend the issuance of any and all City permits, or
construction occurring on the Property under this Agreement, until the default has been fully cured
by Cypress Pointe.
13.0 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.
14.0 Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida.
15.0 Amendments.
This Agreement shall not be modified or amended except by written agreement duly executed
by both parties hereto.
16.0 Entire Agreement.
This Agreement supersedes any other agreement, oral or written, and contains the entire
agreement between the City and Cypress Pointe as to the subject matter hereof
Conceptual Binding Development Agreement
Page 6 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0218
17.0 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.
18.0 Effective Date.
This Agreement shall become effective upon approval by the City Commission of Winter
Springs and execution of this Agreement by both parties (the "Effective Date").
19.0 Recordation.
This Agreement shall be recorded in the public records of Seminole County, Florida, and shall
run with the Property. However, in the event Cypress Pointe determines, prior to closing on the
Property, that they no longer require the Property for the improvements described herein, the parties
agree to execute an appropriate instrument to terminate this Agreement. On termination of this
Agreement, any and all development rights for the Property granted by this Agreement shall expire.
20.0 Relationship of the Parties.
The relationship of the parties to this Agreement is contractual and Cypress Pointe is an
independent contractor and not an agent of the City. Nothing herein shall be deemed to create ajoint
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.
21.0 Sovereien Immunity.
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 any other limitation on the City's
potential liability under state and federal law.
22.0 City's Police Power.
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.
23.0 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 any unforeseeable or unpredictable event
or condition beyond the control of such party, including, but not limited to, acts of God, acts of
Conceptual Binding Development Agreement
Page 7 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0219
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 ("Uncontrollable 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 Uncontrollable Event.
24.0 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
of this Agreement in the event of a dispute between the parties.
25.0 Permits.
The failure ofthis Agreement to address any particular City, county, state, and federal permit,
condition, term, or restriction shall not relieve Cypress Pointe or the City of the necessity of
complying with the law governing said permitting requirements, conditions, terms, or restrictions.
26.0 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.
27.0 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall together
constitute but one and the same instrument.
28.0 Declaration of the City Commission of Winter Springs
The City Commission of the City of Winter Springs hereby finds that this Agreement is
consistent with the City's Comprehensive Plan and land development regulations and is a legislative
act of the City Commission of the City. The City Commission further finds that this Agreement
promotes the public health, safety, and welfare and is consistent with, and an exercise of, the City's
powers under the Municipal Home Rule Powers Act, as provided in Section 2(b), Article VIII, of the
Florida Constitution and Chapter 166.021, Florida Statutes, and the City's police powers.
[Signature Page Follows]
Conceptual Binding Development Agreement
Page 8 of II
FILE NUM 2003110261
OR BOOK 04886 PAGE 0220
IN WITNESS WHEREOF, Cypress Pointe and the City have executed this Agreement
in form sufficient to bind them as of the day and year first above written.
WITNESSES:
CYPRESS POINTE AT WINTER SPRINGS, LTD.
By: Davis Heritage - Cypress Pointe, LLC, General Partner
By: Davis Heritage GP Holdings, LLC, Managing Member
a Florida limited liability company
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CITY OF WINTER SPRINGS,.~'~:-, ..
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STATE OF FLORIDA
COUNTY OF ~
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The foregoing instrument was acknowledged before me this I day ofMey, 2003 by Stefan M.
Davis, Managing Member of Davis Heritage GP Holdings, LLC, a Florida limited liability company, who
executed the foregoing instrument and acknowledged before me that he executed the same for the uses and
purposes therein expressed and who is [)4 personally known to me or who [ ] has produced
as identification and who did not take an oath.
(NOTARY SEAL
(D KIMBERLY A. MAiT::4
MY COMMISSION # CC
EXPIRES: Dee 8. 2()()4
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M:ry Public Sign3.ture
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Typed or Printed Notary Name
Notary Public-State of Florida
Commission No.:
My commission expires:
Conceptual Binding Development Agreement
Page 9 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0221
STATE OF FLORIDA
COUNlYpFASEMINOLE
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The.,pregoing it.1strup1pnt was ucknowledged before me this ~ day of)la1, 2003 by John F. Bush,
~ayoFof.JPe;~ity ofWintepSprings, who is personally kno to me d who did not take an oath.
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C. I::r , .~ tH '" Expires May 09. 2007
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Typed or Printed Notary Name
Commission No.:
My commission expires:
JOINDER
Big Cypress Associates, Ltd., a Florida Limited Partnership, as the current owner of the
Property hereby agrees to this consent and joinder for purposes of binding the Property to the
terms and conditions of this Agreement.
WITNESSES:
BIG CYPRESS ASSOCIATES, LTD.
a Florida limited partnership
Print Name:
By:
Its:
Print Name:
STATE OF FLORIDA
COUNlY OF
The foregoing instrument was acknowledged before me this day of May, 2003 by
, of Big Cypress Associates, Ltd., a Florida limited partnership,
who executed the foregoing instrument and acknowledged before me that (s)he executed the same for the uses
and purposes therein expressed and who is [ ] personally known to me or who [ ] has produced
as identification and who did not take an oath.
(NOTARY SEAL)
Notary Public Signature
Typed or Printed Notary Name
Commission No.:
My commission expires:
Conceptual Binding Development Agreement
Page 10 of 11
FILE NUM 2003110261
OR BOOK 04886 PAGE 0222
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this _ day of May, 2003 by John F. Bush,
Mayor of the City of Winter Springs, who is personally known to me and who did not take an oath.
(NOTARY SEAL)
Notary Public Signature
Typed or Printed Notary Name
Commission No.:
My commission expires:
JOINDER
Big Cypress Associates, Ltd., a Florida Limited Partnership, as the current owner of the
Property hereby agrees to this consent and joinder for purposes of binding the Property to the
terms and conditions of this Agreement.
BIG CYPRESS ASSOCIATES, LTD.
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Its: ~ 'd. -e.su,;/-ciI\;'o
Print Name: Ie h~ ,I?,/Zf;c fr~?"
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STATE OF FtOItlfbtt Ct:JJJNEcnc" r
COUNTY OF F~/IlI"~4"~:b
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e foregoing ~trument ~as acknowledged before me this , day of Mar, 2003 by
1/t:}R; _. ." .." /Jv /.11 ate' u'/ k1o~If'<".S'~49f:}}jg Cypress Associates, Ltd., a Florida limited partnership,
who execute e'foregoing instrument and acknowledged before me that (s)he executed the same for the uses
and pu~osCi""th~rein expressed and who is [ ] personally known to me or who [ ] has produced
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- Commiss~EXPIRESMAY31.2005
My commission expires:
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Conceptual Binding Development Agreement
Page 10 of 11
1.
Exhibit "A"
FILE NUM 2003110261
OR BOOK 04886 PAGE 0223
CONCEPTUAL BINDING
DEVELOPMENT AGREEMENT
EXHmIT LIST
Legal Description
Conceptual Site Plan / Preliminary Building Elevations
S. R. 434 Landscape Beautification Easement
F:IDocs\City of Winter SpringsIDavis Heritage\Conceptual_ Cypress]ointe.wpd
2.
Exhibit "B"
3.
Exhibit "C"
Conceptual Binding Development Agreement
Page 11 of 11
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FILE NUM 2003110261
OR BOOK 04886 PAGE 0227
Prepared by:
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Attn: City Manager
S.R 434 LANDSCAPE BEAUTIFICATION EASEMENT
THIS EASEMENT, made this day of , 2003 by
whose mailing address is
(hereinafter called "Grantor") in favor
of the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, whose mailing
address is 1126 East State Road 434, Winter Springs, FI 32708 (hereinafter called "Grantee").
WITNESSETH
WHEREAS, Grantor is the sole owner of certain real property located within the City of
Winter Springs along S.R. 434; and
WHEREAS, Grantee is planning to construct and maintain a landscape beautification project
along S.R. 434 within the City of Winter Springs; and
WHEREAS, Grantor desires to convey a perpetual easement over, under, and across a
portion of its real property, as legally described herein, for purposes of allowing Grantee to construct,
operate and maintain landscaping and irrigation improvements and other incidental appurtenances and
accessories thereto along S.R. 434; and
WHEREAS, Grantor, as fee simple owner of the easement property, also agrees to assist
Grantee in obtaining any local, state, or federal permits required to construct said improvements and
any other incidental appurtenances and accessories thereto: and
NOW, THEREFORE, in consideration of the enumerated purposes stated herein, and
mutual covenants, terms and conditions and restrictions contained herein, together with other good
and valuable consideration, the receipt and sufficiency of which is acknowledged, Grantor provides
as follows:
1) Recitals. The foregoing recitals are hereby incorporated herein by this reference.
2) Grant of Easement. Grantor hereby voluntarily grants and conveys to Grantee, and
its successors, and assigns, subject to any previous duly recorded easements or grants
of record, a landscape improvements and maintenance easement over, under, and
across the parcels of real property described on Exhibit" A", which is attached hereto
and incorporated herein by this reference (hereinafter the "Property") of the nature
and character and to the extent hereinafter set forth. The granting of this Easement
will not affect the front, side, and rear setbacks applicable to the Property pursuant
EXHmIT "C"
FILE NUM 2003110261
OR BOOK 04886 PAGE 0228
to the City of Winter Springs Code. If the Property is undeveloped at the time this
Easement is granted, Grantor shall be allowed to permit and construct, through the
easement area, a standard driveway for ingress and egress to the Property in
accordance with applicable law.
3) Purpose of Easement. This easement is granted for the express purpose of allowing
Grantee to use the Property to construct and maintain landscape improvements over,
under, and across the Property, including, but not limited to, landscaping, irrigation
systems, and any other incidental appurtenances and accessories thereto. It is also the
express purpose of this easement to provide Grantee unconditional ingress and egress
to, over, under and from the Property for the purposes stated herein.
4) Rights of Grantee. To accomplish the purposes stated above, and at Grantee's
expense, the following rights are conveyed to the Grantee by this easement:
a. To use the Property to construct, operate, and maintain improvements over,
under, and across the Property including, but not limited to, trees, shrubs,
flowers, ground cover (mulch, rocks, grass, etc.), irrigation systems and any
other incidental landscaping appurtenances and accessories thereto;
b. To prevent any activity on or use of the Property that is inconsistent with the
purpose of the easement, and to require the restoration of areas or features of
the Property that may be damaged by an inconsistent activity or use;
c. To use this easement for ingress and egress to the defined improvements;
d. To cut, trim, and keep clear such trees, brush, and undergrowth that might
hinder or prohibit the use of the Property for the purposes set forth herein;
and
e. To take any civil action deemed necessary, at the Grantee's sole and absolute
discretion, to protect and preserve the easement granted hereunder.
5) Permits. The parties acknowledge that certain local, state, and federal permits may
be required from time to time for purposes of constructing, operating, and maintaining
the improvements and other incidental appurtenances and accessory structures
referred to herein. Grantor as fee simple owner of the Property, hereby agrees to
allow Grantee to make application for said permits and also agrees to join in any said
permit (as signatory or otherwise) when required by any permitting agency for
issuance of the permit.
Page 2 of6
FILE NUM 2003110261
OR BOOK 04886 PAGE 0229
Notwithstanding, Grantee shall be solely responsible and liable for complying with any
local, state, or federal permit requirements, obligations, and duties (if any) related to
the construction, operation, and maintenance of the improvements and other
incidental appurtenances and accessories thereto.
6) Easements. Run with the Land. This easement shall remain a charge against the
Property. Therefore, this easement shall "run with the land" and be automatically
assigned by any deed or other conveyance conveying a portion of the Property
relating to this easement, even though conveyance makes no reference to this
easement as such.
7) Attorney's Fees. In the event of any legal action arising under this easement between
the parties, each party shall bear their own attorney's fees, court costs, and expenses,
through all appellate proceedings.
8) Recordation. Grantee shall record this instrument in a timely fashion in the Official
Records of Seminole County, Florida and may re-record it at any time as may be
required to preserve its rights in this easement.
9) Successors. The covenants, terms, conditions, rights, and restnctIons of this
easement shall be binding upon, and inure to the benefit of the parties hereto and their
respective personal representatives, heirs, successors, and assigns and shall continue
as a servitude running with the Property.
10) Grantors Representations and Warranties. Grantor hereby agrees and makes the
following representations and warranties to Grantee:
a. Grantor is lawfully seized of said Property in fee simple and has full and lawful
authority to execute this easement, convey the easement to Grantee, and bind
the Property as set forth herein.
b. The Property is free of any and all encumbrances, except zoning restrictions
and prohibitions and other requirements imposed by government authority and
other encumbrances which are recorded in the public records of Seminole
County, Florida.
c. Grantor shall pay any and all taxes that are levied on the Property, from time
to time, as said taxes and assessments come due. The improvements
contemplated to be made on this easement are for a Public purpose and
therefore not considered as being subject to taxation. If said public
improvements are assessed taxes, Grantee will be responsible for the payment
Page 3 of6
, ,
FILE NUM 2003110261
OR BOOK 04886 PAGE 0230
of taxes attributed specifically to the public improvements.
d. Grantor hereby warrants the title to the easement granted hereunder over,
under, and across the Property and will defend the same against lawful claims
of all persons whomever.
11) Grantee's Right to Seek Equitable Relief. Grantor agrees, acknowledges and
recognizes that any breach of this easement by Grantor would result in irreparable
harm to Grantee, and accordingly, Grantor agrees that in addition to and not in lieu
of all legal and equitable remedies available to Grantee by reason of such breach,
Grantee shall be entitled to equitable relief (including, without limitation, specific
performance and injunctive relief) to enjoin the occurrence and continuation of the
breach.
12) Entire Agreement. This easement constitutes the full and entire agreement
between the parties hereto and supercedes any oral or written prior communications
between the parties related to the subject matter contained in this easement. The
easement shall be governed by the laws of Florida.
13) Sovereign Immunity. Nothing contained in this easement shall be construed as a
waiver of the Grantee's right to sovereign immunity under Section 768.28, Florida
Statutes, or other limitations imposed on the Grantee's potential liability under state
or federal law.
14) Modifications. This easement shall only be modified by a written instrument
executed by the parties hereto or any successor, assigns heirs, or representatives
thereto.
15) Grantors Duty of Noninterference. Grantoragreesnotto interfere or allow
others under Grantor's control to interfere with Grantee's rights to use the Property
as specifically set forth herein. Grantor agrees not to permit or allow the construction
or erection of any building or structure on the Property without prior written consent
of the Grantee.
16) Termination. The parties agree that this easement is intended to be perpetual.
However, in the event the Grantee determines, at its sole discretion, that it no longer
requires the property for improvements described herein, Grantee, at Grantor's written
request, agrees to execute an appropriate written instrument to terminate this
easement. Upon termination of the easement by the Grantee, Grantee, upon request
made within five (5) days of termination by Grantor, will remove the improvements
and restore the Property to its original condition, less reasonable wear and tear.
17) Reciprocal Indemnification. To the extent permitted by law, each party hereto
Page 4 of6
, .
FILE NUM 2003110261
OR BOOK 04886 PAGE 0231
agrees to indemnify and hold harmless the other party hereto and the other party's
employees and officers from and against all claims, losses, damages, personal injuries
(including but not limited to death), or liability (including reasonable attorney's fees
through all appeals), directly or indirectly arising from, or out of the indemnifying
party's acts, errors, or omissions, intentional or otherwise, resulting from this
easement and Agreement.
IN WITNESS WHEREOF. Grantor and Grantee set their respective hands on the day and
year above written.
Witnesses:
GRANTOR:
Print Name:
By:
Its
Print Name:
Witnesses:
GRANTEE:
CITY OF WINTER SPRINGS, a Florida
municipal corporation,
Print Name:
By:
RONALD W. McLEMORE
Its Citv Manager
Print Name:
Page 5 of6
. .
FILE NUM 2003110261
OR BOOK 04886 PAGE 0232
STATE OF FLORIDA
COUNTY OF SEMINOLE
? who has produced
The foregoing instrument was acknowledged and sworn to before me this _ day of _' 2003 by
, ? who is personally known to me, or
as identification.
NOTARY PUBLIC
My Commission Expires
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged and sworn to before me this _ day of _' 2003 by
RONALD W. McLEMORE, City Manager of the City of Winter Springs Florida? who is personally known to me,
or ? who has produced as identification.
NOTARY PUBLIC
My Commission Expires:
F: lDocslCity of Winter SpringslAgreementslSR _ 434\SR434 _ Landscape _Beautification _Easement _ 3-28-03. wpd
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