HomeMy WebLinkAboutWest End Professional Center One Binding Development Agreement
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PREPARED BY AND RETURN TO:
Anthony A. Garganese
. )City Attorney
V Brown, Garganese, Weiss & D' Agresta, P.A.
225 East Robinson Street, Suite 660
Orlando, FL 32801
(407) 425-9566
MARYANNE MORSE, CLERK OF CIRCUIT COURT
SEMINOLE COLmY
BK 06545 Pgs 1302 - 1312; (11pgs)
CLERK'S # 2007003277
RECORDED 01/05/2087 02:22:01 PM
RECORD INS FEES 95. IN
RECORDED BY t holden
BINDING DEVELOPMENT AGREEMENT
THIS BINDING DEVELOPMENT AGREEMENT, made and executed this 11th day of
December, 2006, by and between the CITY OF WINTER SPRINGS, a Florida municipal
corporation ("City") whose address is 1126 East State Road 434, Winter Springs, FL 32708, and
WEST END PROFESSIONAL CENTER ONE, LLP, a Florida limited liability partnership
("WEPCO") and CHRISTOPHER F. REGAN ("Regan"), whose address is 225 S. Orange
Avenue, Suite 1401 Orlando, Florida 32801.
WITNESSETH:
WHEREAS, WEPCO and Regan (collectively "Developer") are constructing an office park
development on real property located within the City of Winter Springs, Florida;
WHEREAS, the real property is currently located within the City of Winter Springs and is
currently part ofthe Winter Springs Town Center; and
WHEREAS, the parties desire to memorialize their mutual understanding that the real
property will be developed as West End Professional Center project in accordance with the Town
Center Zoning District requirements adopted by the City (the "Project"); and
WHEREAS, the City Commission has recommended entering i.IJ.ts:> a Binding Development
Agreement ("Agreement") with Developer for the developmellt of the Project; and
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WHEREAS, in addition to Developer compliance with all City Codes, permitting and
construction not in conflict herein, the City and Developer desire to set forth the following
special terms and conditions.
NOW, THEREFORE, III consideration of the mutual promIses and covenants
contained herein, the parties mutually agree as follows:
1. Recitals. The foregoing recitals are hereby incorporated herein by this reference.
2. Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act as provided in g2(b), Article VIII of the Florida Constitution, Florida
Statutes S 166.021, and the Code of Ordinances of the City of Winter Springs (the "City Code").
3. Subject Property. The real property ("Property") which is subject to and bound
by the terms and conditions of this Agreement is legally described on Exhibit "A" attached
hereto and made a part hereof by reference.
4. Representations of Developer. Developer hereby represents and warrants to
City that Developer 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 duty executed and
delivered by Developer and recorded in the Public Records of Seminole County, Florida,
constitute a legal, valid and binding obligation enforceable against Developer and the Property in
accordance with the terms and conditions of this Agreement. Developer represents it has
voluntarily and willfully executed this Agreement for purposes of binding the Property to the
terms and conditions set forth in this Agreement.
5. A2reements. In consideration of the City entering into this Agreement with
Developer, Developer and the City agree as follows:
A. Developer shall construct improvements on the Property in substantial
compliance with the final engineering site plan approved by the City on August 14, 2006 (the
"Approved Plan").
B. The proposed building is located approximately 45 feet from the S.R. 434
right-of-way line with a public pedestrian plaza which shall be maintained in good condition in
perpetuity by the Developer and be located between the building and the right-of-way. The City
waives the requirement for a frontage road and agrees to this deviation from City Code 920-
325(c)(8), which requires the typical build-to line to be at the right-of-way of a frontage road
parallel to S.R. 434.
C. The public sidewalk along the Property frontage shall be located onsite, in
the plaza area, with sidewalk connections to the existing sidewalks at both ends of the Property.
The sidewalk and plaza area shall be maintained in good condition in perpetuity by Developer or
its successor owner of the Property as fully accessible to the general public. Pursuant to Florida
Department of Transportation requirements, the Developer shall grant to City a 10-foot wide
sidewalk easement along SR 434 in a form reasonably acceptable to the City Attorney.
D. Developer shall construct six (6) seat walls around the trees located in the
plaza at the entrance of the property. The design of seat walls are intended to be comfortable for
sitting leisurely for extended periods oftime, and as such will be maintained in good condition in
perpetuity by the Developer for these public purposes.
E. The wall at the northeast comer shall connect to and be coordinated with
the proposed wall at Jesup's Reserve development. Ifthe proposed wall connection differs from
that shown on the Approved Plan, Developer shall submit shop drawings of the proposed wall
connection for review and approval by the City.
F. The City agrees to allow Developer to utilize the existing 30-foot wide
right-of-way along the southern Property boundary to construct and maintain the improvements
shown on the Approved Plan. These improvements include landscaping, retaining walls, wet
detention pond, parking area, screen wall, spreader swale and stormwater pipe. Retaining walls
may be utilized at the pond's perimeter in lieu of 4: 1 side slopes as required by City Code S9-
241 (d)(2).
G. FDOT does not require a right-turn deceleration lane, and the City agrees
to a deviation from City Code S9-206(a) for such purposes.
H. Old Farm Road from Jesup's Reserve shall terminate at the beginning of
the Project parking area. However, Developer shall be required to connect said parking area to
the terminus of Old Farm Road as depicted on the Approved Plan.
I. Installation and ongoing maintenance of the trees in the plaza area shall be
to the City's satisfaction, and such trees shall be subject to replacement, at Developer expense, if
the City's Arborist determines, after reasonable inspection, that any such tree has become
severely diseased or damaged to the point that the viability of such tree has been significantly
compromised.
J. The proposed buildings are located approximately 66 feet apart pursuant
to the Approved Plan. The City waives the 35-foot maximum spacing between buildings in City
Code S20-325(c)(8). This waiver is based upon Developer adding the wall extensions and
columns between the buildings as shown on the Approved Plans.
6. Successors and Assi2ns. This Agreement shall automatically be binding upon
and shall inure to the benefit of the successors and assigns of each of the parties.
7. Applicable Law. This Agreement shall be governed by and construed III
accordance with the laws of the State of Florida.
8. 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.
9. Entire A2reement. This Agreement supersedes any other agreement, oral or
written, and contains the entire agreement between the City and Developer as to the subject
matter hereof.
10. Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable to any extend by a court of competent jurisdiction, the same shall not affect in any
respect the validity or enforceability of the remainder of this Agreement.
11. 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.
12. Recordation. This Agreement shall be recorded in the Public Records of
Seminole County, Florida, and its covenants shall run with the land.
13. Relationship of the Parties. The relationship of the parties to this Agreement is
contractual and Developer is an independent contractor and not an agent of the City. Nothing
herein shall be deemed to create a joint venture or principal agent relationship between the
parties, and neither party is authorized to, nor shall either party act toward third persons or the
public in any manner which would indicate any such relationship with the other.
14. Soverei2n 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, or other limitations imposed on the City's
potential liability under state and 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).
15. City Police Power. Developer agrees and acknowledges that the City hereby
reserves all police powers granted to the City by law. In no way shall this Agreement be
construed as the City bargaining away or surrendering its police powers.
16. 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.
17. Permits. The failure of this Agreement to address any particular City, County,
State, or Federal permit, condition, term, or restriction shall not relieve Developer or the City of
the necessity of complying with the law governing said permitting requirements, conditions,
term, or restriction.
18. Third Party Riehts. 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. 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. 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 extend permitted by law.
21. 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 Developer or the City of the
necessity of complying with the law governing said permitting requirement, condition, term or
restriction. Without imposing any limitation on the City's police powers, the City reserves the
right to withhold, suspend, or terminate any and all certificates of occupancy for any building or
unit if Developer is in breach of any term and condition of this Agreement.
22. Installation of Utility Lines by Developer. Developer hereby
acknowledges and agrees that all overhead utilities along the frontage of the Project shall
be installed underground along the boundary of the Property with S.R. 434. By
easement, Developer shall convey to the City a utilities easement, fifteen (15) feet in
width along the entire northern boundary of the Property adjacent to S.R. 434 in a form
reasonably acceptable to the City Attorney.
(execution page follows)
IN WITNESS WHEREOF the parties have hereunto set their hands and seal on the date
first above written.
Signed, sealed and delivered
in the presence of:
By:
Print:
.
CITY OF WINTER SPRINGS, a Florida
municipal corporation
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STATE OF FLORIDA
COUNTY OF St.rI / Jc Li-
The foregoing i~strument was acknowledged before me this If..- day of I> (c:..U1l)ii'L ,
2006, by 'o\.."-' F. ~s'" , as~ofthe City of Winter Springs, who
)< is personally known to me, or
has produced the following identification:
By:
Print:
My Commission Expires:
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...;.\oru ::....~ PAUL P. PARTYKA
. I*.(h. '*~ MY COMMISSION 1/ DD 424619
n '::~;~W EXPIRES; May 29, 2009
:; ...f,P'f::ti~.. Bonded Thru Notary Public Underwriters
G:\Doc.\City ofWintcr Sprinll'\Ocvelopment AgreemcnulWcst End-Development Agrccmcnt\Dcvclopmcnt Agreement edited 30 nov 06.doc
IN WITNESS WHEREOF the parties have hereunto set their hands and seal on the date
first above written.
Signed, sealed and devliered
in the presence of:
WEST END PROFESSIONAL CENTER ONE,
LLP., a Flori ited liability p ship
By:
Print: Christoper F. Regan
Title: Managing Partner
By:
Print:
By ~rz
Print: Ufle . weill (':t)/~"
STATE OF FLORIDA
COUNTYOF~
The foregoing instrument was acknowledged before me this I ::fhday of ~
2006, by Christopher F. Regan as Managing Partner of WEST END PROFESSIONAL CENTER
ONE, LLP, who is personally known to me, or has produced the following identification:
.--
NOT ARY PUBLIC, State of Florida
By:
Print:
My Commission Expires:
e-
Attachments
Exhibit A - Property
SUZANNE YENSER
MY COMMISSION' DO 475185
EXPIRES: JanuaJy 1, 2010
IIcnded Thru Nolaly PIAlIic UndeIwrtIers
IN WITNESS WHEREOF the parties have hereunto set their hands and seal on the date
first above written.
Signed, sealed and devliered
in the presence of:
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By: ~~
Print: P.qlll..- P. p~ 'I
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ST ATE OF FLORIDA
COUNTYOF~
The foregoing instrument was acknowledged before me this J6~h day o~
2006, by CHRISTOPHER F. REGAN, who is personally kno~n to me, or has produced the
following identification:
NOT ARY PUBLIC, State of Florida
By:
Print:
My Commission Expires:
SUZANNE YENSER
MY COMMISSION' DO 475185
EXPIRES: JanuaIy 1,2010
Ilooded Thru Nclary P1ilIIc llndIrwltlIrs
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EXHIBIT A
LEGAL DESCRIPTION:
PARCEL ID If 36-20-30-502-0000-{)olA
(PERO.R.B. 05014. PAGE 1597)
B1~GlNNING 264.0:-lI'EET SOUTH 22 DEGREES 15 MINUTES F.AS'J' OF THE NORTHWEST CORNER OF l.OT
I, JOE E. .JOHNSTON'S SURVEY. ACCORDING TO PLAT THEREOF AS RECORDED IN DEED BOOK 147,
PAGE 221, OF TIlE PUBLIC RECORDS OF SEMINOLE COUNTY. FLORIDA, RUN THENCE SOUTH 22
DEGREES 15 MINUTES EAST 198.97 FEET, THENCE NORTH 51 DEGREES 15 MINUTES FAST 291.:'1 FEET.
THENCl~ NORTH 38 DEGREES 45 MINUTES WtSI' 200 FEET, TlmNCl': SOUTllSI DEGREES 17 MINUTES
18 SECONDS WEST TO BEGINNING, LESS ROAD ON EAST
AND
PARCEL ID If 36-20-30-502-0000-00lO
(PER O.R.B. 05962, PAGE OR18)
COMMENCING AT THE MOST EASTERLY CORNER OF THAT PART OF BLOCK "B" OF D.R. MITCHELL'S
SURVEY OF THE LEVY GRANT. AS RECORDED IN PLAT BOOK I, PAGE 5. IN THE (WFICE OF THE
CU:RK OF THE CIRCUIT COURT OF SEMINOLE COliN'C'Y, ~'LORIDA, LYING SOUTH AND WEST OFTHE
PAVED ROAD l.EADING FROM SANFORD TO OVEIDO; TlJENCl'; ALONG THE SOUTHWESTERLY SIDE OF
THE PAVED ROAD NORTH a8 DEGREES 45' WEST Is86.oo FEET TO A CONCRKrE MONUMENT FOR A
POINT OF BEGINNIKG; THENCE CON,INUING KORTH 38 DEGREES 45' WEST 200,00 FEET; THENCE
SOlii'll 51 DEGREES IS' WEST 291,:.10 FEI.~rTO THE SOUTIlEJ\STERl.Y SIDE OF A DIRT ROAD; TIIENCE
SOUTH 22 DEGImES IS' E,AST 208.80 FEET; THENCE NORTH 51 DEGREES IS' EAST 351.10 FEKI'TO
HIE I'OJNTOF BEGINNING.
l.ESS AND EXCVPT FROM TilE ABOVE l.ANDS 'I'll AT POR'I10N TAKEN FOR ROAD RLGIlT-OF-WA Y FOR
STATE ROAn 434, BY THE STKI'E OF Fl.ORIDA, DEPARTMENT or'TRANSPORTATION, BY VIRTUE OF
THAT CERTAIN ORDER OF TAKING RECORDED .JULY 27,1.994, IN OFFICIAL RECORDS BOOK 2803, PAGE
1023, OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
A PART OF LOT I. OF JOE E. JOHNSTON'S SURVEY AS Rl~CORm:D IN DEED BOOK 1.47, PAGE 221, OF
TIlE PUBLIC RECORDS OF Sfu'vlINOLE COUNTY, FLORIDA, ALSO BEING A PART OF 'I1lE UNNUMBERED
1.0'1' IN BLOCK B, D.R. MITCHELL'S SURVEY OFTHE I.EVY GRANT. ACCORDING TO THE PI.ATTIIEREOF,
AS RECORDED IN PLAT BOOK I, PAGE 5, OF TIlE PUBLIC RECORDS OF SEMINOIl~ COUNTY, FLORIDA.
BEING MORE PAR11CUL\R1Y DESCRIBED AS FOLLOWS;
COMMENCE AT THE NORTHEAST CORNER OF SAID UNNUMBERED LOT IN BLOCK B, BRING THE ['OINT
OF INTER.<;ECTION OFTHE SOUTHERLY RIGHT-OI'-WAY LINE OF FIRST STREET, A 30 FOOT WIDE
UNOPENED RIGIIT-OF-WAY AKD THE NORTHWESTERI,Y RIGHT-OF-WAY UNE OF BRANTLEY AVENtJE, i
50 FOOT WIDE RIGHT-OF-WAY; THENCE RUN NORTH 71 DEGREES 22'40" WEST ALONG SAID
SOUTHERl.Y RIGHT-OF-WAY LINE OF FlRST STREETA!\1DTHE NOR'rn LINEDI' SAID UNNUMBERED L<YI
IN BLOCK II, A DISTANCE OF 1823.57 FEET TO A 1'00NTON THE BASELINE OF SURVEY OF SR 434
ACCORDING TO FDOT RIGHT-(J!I-WAY MAP SECTION 77070-2516; THENCE RUN SOUTH :~8 DEGREES
32'22" EAST ALONG SAID BASELINE OF SURVEY OF SR 434. A DISTANCE OF 0.33 FEET; THENCE
DEPARTlN(; SAID BASELINE OF SURVEY SR 434 RUN 'IORTII 71 DEGREES 25'23" WEST, A DISTANCE
OF 55.26 FEET TO TIlE POINT OF INTERSECTION OFTIIE SO\.."TIIERLY RIGHT-OF-WAY LINE OF SAID
FIRST STREET All,'D THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF SAID SR 4a4; l1IENCE RUN SOUTH
38 D EGR EES :.12'22" EAST ALONG SAI () SOUTHWESTERlY RIG IlT..OF- WAY LI NE A DISTANCE OF 190.84
FEET FOR A POINT OF BEGINNING; THENCE CONTINUE SOUTH 38 DEGREF$ ;~:2'22" EAST AI.OKG SAil)
SOUTlIWESTERLY RIGHT-OF-WAY LIN!>: OF SR 4:~4, A DISTANCf: OF 200.00 FEET TO THE
EAs'rERNMOST COMER OF SAID LOT I; THENCE DEPARTING SAID SOU'l'lIWF,STERLY RIGIIT-OF-WA Y
LINE OF SR 434 RUN SOUTH 51 DEGREES 27'38" WEST ALONG THE SOUTHEASTERLY LINE OF LOT 1
A DISTANCE OF 22.70 FEET; THENCE DEPARTING SAID SOLTHEASTERLY LINE OF UYf' I RUN NORTH
38 DEGREES 43'16" WEST, A DISTANCE OF 200.00 FEET; 'I1IENCE RUN NORTH 51 DEGREES 2i~18"
EAST, A DISTANCE OF 23.33 FEET TO TIlE POlli, OF BEGINNING,
ALSO U:SS AN D EXCEI'r FROM nn: ABOVE lANDS THAT PORTION TAKEN FOR ROAD IlIGHT-OF-W A Y
FOR STATE ROAD 434 BY THE !>'TATE OF FLORIDA, DEPARTMENT OFTR.>\NSPORTATION, BY
VIRTUE OF THAT CER'I'AIN ORDER OF TAKING RECORDED OCTOBER 3,1994 IN OFFICIAL RlTORDS
BOOK 2831, PAGE 1024. OF TIlE PUBLIC RECORDS OR SEMINOLE COUNTY, FLORIDA, BEING ONLY
DESCRIBED AS:
A PART OF LOT 1 OF ,IOE E. ,JOHNSTON'S SURVEY AS RECORDED IN DEED BOOK 147,l'AGE 221, OF
THE I'UBL.IC RECORDS OF SI,MINOLE COUNTY,I'l.ORIDA, Al.SO BEING A PART OF THE UNNUMBERED
LOT IN BLOCK B, D.R. MITClIEU;S SURVEY OF THE LEVY GRA..'IT, ACCORDING TO THE PL\T THEREOF.
AS RECORDED IN PLAT BOOK 1, PAGE 5. OF THE PUBUC RECORDS OF SEMINOLE cm;:..lY, FLORIDA.
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