HomeMy WebLinkAboutViera Company, Rouse-Orlando, City of Oviedo & Winter Springs Settlement Agreement
OVIEDO CROSSING SETTLEMENT AGREEMENT
THIS OVIEDO CROSSING SETTLEMENT AGREEMENT (hereinafter referred to as
the "Agreement") is hereby entered into this _ day of February, 1995, by and between the
CITY OF WINTER SPRINGS, a municipal corporation organized and existing under the laws
of the State of Florida (hereinafter referred to as "Winter Springs"), and THE VIERA
COMPANY, a Florida corporation (hereinafter referred to as "Viera") and ROUSE-ORLANDO,
INC., a Maryland corporation (hereinafter referred to as "Rouse"). Rouse and Viera shall
hereinafter be referred to jointly as the "Developer."
WITNESSETH:
WHEREAS, the Developer plans to construct a regional mall on land which is located
in unincorporated Seminole County (hereinafter referred to as the "Mall"); and
WHEREAS, the Mall is a portion of a larger project which is a Development of Regional
Impact and has heretofore received development approvals from Seminole County, Florida,
pursuant to Section 380.06, Florida Statutes; and
WHEREAS, the Developer has applied to Seminole County for additional approvals so
as to permit the development of the Mall and so as to otherwise modify the existing development
approvals as more particularly described in said applications (the development as may be
ultimately modified shall hereinafter be referred to as the "Project"); and
WHEREAS, Winter Springs is particularly concerned about the potential cut-through
traffic that may arise within the Tuscawilla development; and
166377\AMMONTM
WHEREAS, Winter Springs has previously filed a lawsuit against the City of Oviedo and
the Developers; and
WHEREAS, the purpose of this Agreement is to effect a settlement of said litigation and
a resolution of the issues applicable to the development of the Project;
WHEREAS, this Agreement is in the public interest and serves a valid municipal
purpose; and
WHEREAS, each of the parties hereto represents and warrants to the other that it has the
authority and has taken all legal steps necessary to execute and perform under this Agreement;
and
NOW THEREFORE, in consideration of the premises hereof and the mutual covenants
contained herein, the parties hereto agree as follows:
1. RECITALS: The above recitals are incorporated herein and made a part of this
Agreement.
2. WINTER SPRINGS BLVD. ACCESS ISSUE: Winter Springs is concerned that
the impact of the Project will have a deleterious effect upon the Tuscawilla development by
permitting cut-through traffic to flow through Tuscawilla into the Project. In order to
significantly minimize such potential, the Developer agrees to design access into the Project
using one of the following two alternatives:
Alternative A
Parallel Road. This design contemplates that Oviedo Crossing Terrace will run parallel
to Winter Springs Blvd. and will transverse underneath the overpass of the Central Florida
166377\AMMONTM
''f8':i ';' l~;'i.l'.',\;.: ", ',':"~'"
"":,'>->";:~:t;F}"-"~".',--:~Y":~'i ,:.' .
".".'~
Greeneway and intersect with SR 426 approximately 400 feet south of the intersection of SR 426
and Winter Springs Blvd. The design shall permit the following to occur:
(1) There will be no direct vehicular connection between the Project and Winter Springs
Blvd.
(2) A sketch of the design necessary to accomplish the foregoing goal is attached as
Exhibit A.
Alternative B
Restricted T Intersection. This design contemplates that Oviedo Crossing Terrace will
intersect with Winter Springs Blvd. in such a manner so as to permit the following to occur:
(1) Vehicular traffic going east on Winter Springs Blvd. will be inhibited from
traveling south (a right-turn movement) down Oviedo Crossing Terrace into the
Project. Such movement shall also be an illegal movement.
(2) Vehicular traffic going north on Oviedo Crossing Terrace will be inhibited from
traveling west (a left-turn movement) onto Winter Springs Blvd. Such movement
shall also be an illegal movement.
(3) A sketch of the at-grade design necessary to accomplish the foregoing goals is
attached as Exhibit "B."
The parties agree that Seminole County shall make the determination as to whether
Alternative A (Parallel Road) or Alternative B (Restricted T Intersection) is utilized. Such
determination shall be made in the course of processing the Land Use Approvals (as hereinafter
defmed) for the development of the Project. The Developer shall utilize good faith efforts to
obtain all necessary permits for the chosen alternative. In the event, after such efforts, the
166371\AMMONTM
3
,.,';t,';',
.,~.,1It'~_
Developer is unable to obtain such necessary permits, then the remaining alternative shall be
selected.
2. DEVELOPMENT RESTRICTIONS: With respect to that portion of the Project
which abuts the southern and eastern portions of the Tuscawilla development, the following
restrictions shall apply:
a. No development, including parking, roads, buildings or other active uses
will be permitted with 250 feet of the Project boundary.
b. Building heights shall not exceed 35 feet within 275 feet of the boundary
and the adjacent residential uses, 45 feet within 300 feet of the boundary,
nor 65 feet for the remainder of the said parcels.
c. A 6-foot high masonry wall and 4-inch caliper trees, planted on 40-foot
centers will be included in the buffer, where existing natural vegetation
does not exist.
3. CHELSEA WOODS: In order to reduce the potential impact upon the Chelsea
Woods development located in the Tuscawilla project, the Developer shall construct entrance
features and/or gates at both ends of the Chelsea Woods development together with landscaping,
irrigation and other features as determined by the City of Winter Springs, after consultation with
the Chelsea Woods Homeowners Association; provided, however, that the construction cost of
all such improvements shall not exceed the sum of $60,000. The Developer's obligation shall
commence at the time it receives a building permit for construction of the Mall.
4. FINANCIAL CONTRIBUTIONS BY DEVELOPER: In order to assist Winter
Springs with respect to general development impacts, the Developer has agreed to make a
166377\AMMONTM
4
" ',1'- '''~ ":.;r'-i"~""':""~~'~~~"~'I_' ~-';";"'i'p''',,'''' ---,.~ '",.,- ,-
. .:rr'itl,~ ",.
'....~==-.-
fmancial contribution to Winter Springs. Such financial contribution shall be made within 30
days after Rouse receives a building permit for the construction of the Mall. The Developer's
contributions shall be in the following amounts for the following purposes:
a. The sum of $250,000 shall be contributed to Winter Springs for the purpose of
facilitating construction of a masonry wall along Tuscawilla Blvd. in connection
with the widening thereof; and
b. The sum of $20,000 shall be contributed to Winter Springs for the purpose of
facilitating the development of landscaping and other features as are deemed
appropriate by Winter Springs in the area of the entrance into Winter Springs in
the vicinity of the Project.
5. TERMINATION OF EASEMENT: Winter Springs is the grantee of that certain
Easement between Winter Springs Development Joint Venture and the City recorded September
17, 1993, in Official Records Book 2648, Page 0039, Public Records of Seminole County,
Florida (hereinafter referred to as the "Easement"). In order to effect the settlement
contemplated by this Agreement, Winter Springs hereby agrees to vacate, surrender, terminate
and extinguish the Easement. Said termination shall be accomplished by recordation of a
Termination of Easement, a copy of which is attached hereto as Exhibit "C." The Termination
of Easement shall be executed by Winter Springs upon the adoption of this Agreement and the
original thereof shall be promptly delivered to the Developer who shall record it among the
public records of Seminole County, Florida.
6. TERMINATION OF LITIGATION: The parties acknowledge that Winter Springs
has fIled a lawsuit against the City of Oviedo and the Developer in the 18th Judicial Circuit in
166317\AMMONTM
5
e'",,"~~
and for Seminole County, Florida designated as Civil Action No. 94-2405-CA-16-B.
Simultaneously with the delivery of the Termination of Easement as set forth in Paragraph 5,
Winter Springs shall execute a notice of dismissal of its action, with prejudice, and shall proceed
promptly to obtain an order of dismissal with prejudice in said case.
7. PROJECT SUPPORT: In consideration of the undertakings and commitments
described in this Agreement, Winter Springs agrees to support and encourage the approval of
the Project by Seminole County, the East Central Florida Regional Planning Council and the
Florida Department of Community Affairs. Such support shall include, but not be limited to,
letters to each of said agencies encouraging the approval of the Project in accordance with
applicable codes and regulations. In addition, a representative of Winter Springs shall appear
at all public hearings to affIrm acknowledgement of such support. Winter Springs shall also
advise all agencies to whom it has heretofore sent correspondence adverse to the Project that the
previous adverse comments have been withdrawn and that it is supporting approval of the
Project.
8. CONDITION PRECEDENT: Notwithstanding anything contained herein to the
contrary, it is a condition precedent to the obligations of all parties to this Agreement that the
Developer obtain all necessary and required comprehensive plan amendments, a rezoning, and
a modifIcation of its Development Order for the Project issued pursuant to Chapter 380.06,
Florida Statutes, the building permit for the Mall, and such other permits or approvals as
Developer determines are necessary in order to proceed with development of the Project
(hereinafter referred to collectively as the "Land Use Approvals"). The Developer's obligations
hereunder are contingent upon receipt by the Developer of Land Use Approvals acceptable to
166377\AMMONTM
6
.""-'P"."":"':;-.1',~~,~~'-;-"'T7"--':';;~T~1
. --"-"~;i:'.~~~~~"l'~,"""""""--"'-'----
the Developer in all respects including, but not limited to, conditions applicable to development
intensity, phasing, exactions, access road approval as set forth in paragraph 2, and other
conditions of development and the conclusion of all litigation or appeals that may ensue, so long
as said appeals are resolved in a manner acceptable to the Developer. In the event that the
condition precedent does not occur, then the Developer shall have no obligation to make the
payments set forth in paragraph 4, or the construction described in paragraph 3.
9. DEFAULT:
A. In the event of a default by any party hereto, the non-defaulting party or parties
shall have such rights and remedies provided by law and equity, including
injunctive relief.
B. The waiver of any breach or default under any of the terms of this Agreement
shall not be deemed to be, nor shall the same constitute, a waiver of any
subsequent breach or default.
C. Notwithstanding the provisions of subparagraphs A and B above, before
exercising any remedy at law or equity, a non-defaulting party shall provide
written notice to the other parties of an asserted default and the ass~rted
defaulting party shall have the right to cure the asserted default within thirty (30)
days, or if the default is not reasonably capable of being cured within such
period, the defaulting party shall have the right, within the aforesaid period, to
commence reasonable curative action and diligently prosecute such curative action
to completion. So long as reasonable curative action is being diligently
1~3~ONTM 7
'l>;;-" ;>',',,~~, ,,~','-'7>>':.' ~~/'",'-'~--:Y",~"-:--.'--'-
~,,,"-,-:'::'::':'----;;;i-:,,, "__':",",~' ,:;;-':,"~~- --'~--:-","-C::,'''7~:'''''r~~,c:'~.~ -'~-"--
prosecuted to completion, the non-defaulting party shall abate the exercise of its
default remedies under law or equity.
D. In the event that suit is brought by any party to enforce the terms of this
Agreement, then the prevailing party in such action shall be entitled to an award
of attorney's fees, legal assistant fees and court costs at all trial and appellate
levels.
10. NOTICE: Any notice required or allowed to be delivered hereunder shall be in
writing and shall be deemed to be delivered when (i) hand-delivered to the official hereinafter
designated; or (ii) three (3) days after deposit in the United States mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth opposite
the party's name below, or such other address as the party shall have specified by written notice
to the other party and delivered in accordance herewith; or (Hi) the date of actual receipt of a
courier delivery:
City of Winter Springs:
Winter Springs City Hall
1126 East SR 434
Winter Springs, FL
Attention: City Manager
With copy to:
Frank Kroppenbacher, Esquire
390 No. Orange Avenue
Orlando, FL 32801
166377\AMMONTM
8
~~.-T_"~~~".._~_..~~'.,.V"'_
The Viera Company:
The Viera Company
7380 Murrell Road, Suite 201
Viera, FL 32940
Attention: Mason Blake, Esq.
With copy to:
Hal H. Kantor, Esq.
215 No. Eola Drive
Orlando, FL 32801
The Rouse Company:
Rouse-Orlando, Inc.
c/o The Rouse Company
10275 Little Patuxent Pkwy.
Columbia, Maryland 21044-3456
Attention: General Counsel
With copy to:
Hal H. Kantor, Esq.
215 No. Eola Drive
Orlando, FL 32801
11. SEVERABIliTY:
A. If any provision of this Agreement, the deletion of which would not adversely
affect the receipt of any material benefit by any party hereunder, or substantially
1~3n~ONTM 9
increase the burden of any party hereto, shall be held to be invalid or
unenforceable to any extent, the same shall not affect in any respect whatsoever
the validity or enforceability of the remainder of this Agreement.
B. If this Agreement is challenged by any third party in any judicial or
administrative proceeding (each party hereby covenanting not to initiate or pursue
such challenge), the parties collectively and individually agree to defend its
validity through final determination.
12. AMENDMENT: This Agreement may not be modified or waived orally and shall
only be amended pursuant to an instrumeOnt in writing and jointly executed by all of the parties
hereto, shall be enforceable by, binding upon and inure to the benefit of the parties and their
respective successors and assigns. Any party to this Agreement shall have the right, but not the
obligation, to waive (in writing) rights or conditions herein reserved for the benefit of such
party .
13. APPUCABLE LAW AND VENUE: This Agreement shall be governed by the
laws of the State of Florida, and venue for any action to enforce the provisions of this
Agreement shall be in the Circuit Court in and for Seminole County, Florida.
14. CONSTRUCTION OF AGREEMENT: All covenants, agreements,
representations and warranties made herein shall be deemed to have been material and relied on
by each party to this Agreement. All parties have participated in the preparation of this
Agreement, and the provisions hereof shall not be construed for or against any party by reason
of authorship.
166377\AMMONTM
10
"-.:,""!r'''-.'.'~'''::-"~
15. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original, with all
counterparts together constituting one and the same instrument.
16. BINDING EFFECT: This Agreement shall be binding upon the parties, their
heirs, successors and assigns.
WHEREAS the parties hereto have executed this Agreement on the date and year
hereinafter set forth.
A TIEST:
CITY OF WINTER SPRINGS
BY:
Title:
DATE:
City Clerk
THE VIERA COMPANY, a Florida
corporation
BY:
Name:
Its:
ROUSE-ORLANDO, INC., a Maryland
corporation
BY:
Name:
Its:
166377\AMMONTM
11
STATE OF FLORIDA
COUNTY OF SEMINOLE
PERSONALLY APPEARED before me, the undersigned authority,
and well known to me to be the
and City Clerk, respectively, of the City of Winter Springs, Florida, and
acknowledged before me that they executed the foregoing instrument on behalf of the City of
Winter Springs as its true act and deed, and that they were authorized to do so.
WITNESS my hand and official seal this _ day of
, 1995.
Notary Public
Name:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF
PERSONALLY APPEARED before me, the undersigned authority,
well known to me to be the of The Viera
Company, and he acknowledged before me that he executed the foregoing instrument on behalf
of the corporation, and that he is authorized to do so.
WITNESS my hand and official seal this _ day of
,1995.
Notary Public
Name:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF
PERSONALLY APPEARED before me, the undersigned authority,
well known to me to be the of Rouse-Orlando,
Inc., and he acknowledged before me that he executed the foregoing instrument on behalf of the
166377\AMMONTM
12
~::~rl:~
corporation, and that he is authorized to do so.
WITNESS my hand and official seal this _ day of
, 1995.
Notary Public
Name:
My Commission Expires:
166377\AMMONTM
13
-<
N
-<
..J
Cl.
<
..J
..J
::: I
<
:x:
0')
::::l
....
----
-----
\
o
>
..J
CO
Ct)
<::l
Z
c: I
0-
Ct)
c:
UJ I
..... -
Z
~
;<<;~
I
. !
e)(HIBI~ 'A'
~
-----
------
-----
-....
1
,
I
I
1
I
I
I
I
I
I
I
I I
1
I
I
I
1
~- .
,
J .
I .
I I
;V."~a
I 0\]0
I
" ~~~~
. rgl/
..~.
. ...~...
.C) 0
CJ,p:=-<J'
"!l&
I
e.XH-1l3I, \ eJ
~
'<
-
~
~
\fl
~
~
~
-
3n
EXHIBIT "c"
THIS INSTRUMENT WAS PREPARED BY AND
SHOULD BE RETURNED TO:
Hal H. Kantor, Esquire
LOWNDES, DROSDICK, DOSTER. KANTOR & REED. P.A.
215 NORTH EOLA DRIVE
POST OFFICE BOX 2809
ORLANDO, FLORIDA 32802
TERMINATION OF EASEMENT
TillS TERMINATION OF EASEMENT is made and executed as of the day of
February, 1995 by the CITY OF WINTER SPRINGS, a municipal corporation organized and
existing under the laws of the State of Florida, (hereinafter referred to as "Winter Springs");
W I T N E S. S. E T H:
WHEREAS, Winter Springs Development Joint Venture, as grantor (hereinafter referred
to as the "Joint Venture"), and Winter Springs, as grantee entered into that certain Easement
Agreement recorded September 17, 1993 in Official Records Book 2648, Page 0039, Public
Records of Seminole County, Florida (hereinafter referred to as "the Easement"), pursuant to
which the Joint Venture granted to Winter Springs certain easement rights over a portion of the
Joint Venture property, both more particularly described therein; and
WHEREAS, Winter Springs has agreed to terminate the Easement;
NOW THEREFORE, for and in consideration of the premises hereof and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Winter
Springs hereby acknowledges, agrees and confirms that the Easement and each and every of the
rights created thereunder are extinguished, released, vacated, surrendered, discharged and
terminated. Winter Springs acknowledges and confIrmS that from and after the date hereof, the
Easement shall be of no further force and effect.
IN WITNESS WHEREOF, Winter Springs has caused these presents to be executed in
manner and form sufficient to bind it as of the day and year first above written.
,
--~-- -~-
'.,"'.-~-
Signed, sealed and
delivered in the presence of:
CITY OF WINTER SPRINGS
Attest:
By:
City Clerk
Title:
Date:
STATE OF FLORIDA
COUNTY OF SEMINOLE
PERS 0 N ALL Y APPEARED before me, the undersigned authority,
~ w~
known to me to be the and City Clerk, respectively, of the City of Winter
Springs, Florida, and acknowledged before me that they executed the foregoing instrument on
behalf of the City of Winter Springs as its true act and deed, and that they were authorized to
do so.
WITNESS my hand and official seal this _ day of
,1995.
(NOTARY SEAL)
Notary Public
Name:
My Commission Expires:
181444\WRIGHTAJ
2