HomeMy WebLinkAboutGarcia Holdings of Florida, LLC Development Agreement 2026 06 08Grant Maloy, Clerk Of The Circuit Court & Comptroller Seminole County, FL
Inst #2026057285 Book:11053 Page:1648-1658; (11 PAGES) RCD: 6/10/2026 9:45:42 AM
REC FEE $95.00
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony A. Garganese
City Attorney of Winter Springs
Garganese, Weiss, D'Agresta & Salzman, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, FL 32802
(407) 425-9566
DEVELOPMENT AGREEMENT
Garcia Civil Contractors
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and executed this
day of Jt �. W , 2026, by and between the CITY OF WINTER SPRINGS, a Florida
municipal corporation located at 1126 E. State Road 434, Winer Springs, Florida 32708 ("City"),
and GARCIA HOLDINGS OF FLORIDA, LLC, a Florida limited liability company with a
principal address at 3361 Rouse Road, Suite 230, Orlando, Florida 32817 ("Developer").
WITNESSETH:
WHEREAS, Developer is the owner of approximately 1.75 acres, more or less, of real
property located at 215 Old Sanford Oviedo Road, Winter Springs, Florida 32708 (Parcel ID: 34-
20-30-5AW-0000-006A), zoned I-1 (Light Industrial), as more particularly described herein (the
"Property"); and
WHEREAS, Developer has applied for Final Engineering/Site Plan Approval and
Aesthetic Plan Approval in order to construct a permanent pre-engineered (manufactured) building
on the Property to be used as space for the offices of Garcia Civil Contractors, and to construct
other related improvements on the Property; and
WHEREAS, pursuant to Chapter 20, Zoning, Article II, Division 1, Section 20-29.1 of the
Winter Springs City Code ("City Code"), a community workshop for the Project was held on April
01, 2026; and
WHEREAS, Section 20-29(c) of the City Code requires that all site plans shall be binding
on the use of the subject property and, further, that as a condition of approval by the City
Commission, all development projects requiring a community workshop pursuant to Section 20-
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 1 of 11
Book 11053 Pagge 1649
Instrument# 2026057285
29.1 of the City Code shall be required to be memorialized in a binding development agreement;
and
WHEREAS, this Development Agreement shall be recorded against the Property so that
the terms and conditions of approval related to the Project shall run with the land.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree as follows:
1.0 Recitals. The foregoing recitals are true and correct and are incorporated herein by
this reference.
2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act, Chapter 166, Florida Statutes.
3.0 The Property. The real property subject to this Agreement has an address
of 215 Old Sanford Oviedo Road, Winter Springs, Florida 32708, a tax parcel identification
number of 34-20-30-5AW-0000-006A, and is legally described in Exhibit "A," which is attached
hereto and fully incorporated herein by this reference.
4.0 Project Description and Requirements. Developer shall, at its sole expense,
design, permit, and construct a five thousand square foot (5,000 sq. ft.) pre -manufactured office
building on the Property as well as supporting infrastructure, stormwater improvements, lighting,
and parking areas.
(Hereinafter the project description and requirements are referred to as the "Project").
The Developer shall construct the Project in a manner consistent with the approved Final
Engineering/Site Plans and Aesthetic Plans that are on file with the City with the following file
numbers, and consistent with the requirements contained in this Agreement:
File No.: FEDP-2026-0023
File No.: AERV-2026-0014
File No.: DVAG-2026-0014
For convenience, a copy of the Site Plan is attached hereto as Exhibit "B," and is fully
incorporated herein by this reference. Exhibit `B" is provided for reference purposes only. The
official and controlling copy of the Final Engineering/Site Plan is maintained in File No. FEDP-
�C' 00 3 , which shall govern in all respects, including the resolution of any
inconsistencies or conflicts with Exhibit "B." The official copy should be reviewed for the
complete and authoritative specifications, requirements, and other content of the Final
Engineering/Site Plan.
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 2 of 11
Book 11053 Pagge 1650
Instrument# 2026057285
4.1 Specific Conditions of Approval. Specific conditions of approval for
the above -referenced Site/Final Engineering Plans and Aesthetic Review include the
following, which are also addressed in the Staff Report for the Final Engineering/Site Plan,
Aesthetic Plan:
1. Construction of the office building on the site shall not begin until
site preparation work is substantially complete.
2. All grass areas on the Property shall use Bahia grass. No St.
Augustine grass shall be permitted. No grass types with low drought
tolerance shall be permitted.
5.0 Future Permitting. The Developer shall be required to obtain building permits
and substantially commence vertical construction of all buildings, which shall at a minimum
include building foundations, for the Project within two (2) years of the Effective Date of this
Agreement.
6.0 Representations of the Parties. The City and Developer hereby each represent
and warrant to the other that they have the power and authority to execute, deliver and perform the
terms and provisions of this Agreement and have taken all necessary action to authorize the
execution, delivery, and performance of this Agreement. This Agreement will, when duly executed
and delivered by the City and Developer, constitute a legal, valid and binding obligation
enforceable against the parties hereto. Upon recording of this Agreement in the Public Records of
Seminole County, Florida, the Agreement shall be a binding obligation upon the Property in
accordance with the terms and conditions of this Agreement. Developer represents that it has
voluntarily and willfully executed this Agreement for purposes of binding himself and the Property
to the terms and conditions set forth in this Agreement.
7.0 Successors and Assigns. This Agreement shall automatically be binding upon and
shall inure to the benefit of the City and Developer and their respective successors and assigns.
The terms and conditions of this Agreement similarly shall be binding upon the Property and shall
run with title to the same upon being duly recorded against the Property by the City.
8.0 Applicable Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The venue for any action arising out of this
Agreement shall be in Seminole County, Florida, for state actions or the Middle District of Florida,
Orlando Division, for federal actions.
9.0 Amendments. This Agreement shall not be modified or amended except by written
agreement duly executed by both parties hereto (or their successors or assigns) and approved by
the City Commission.
10.0 Entire Agreement; Exhibits. This Agreement and all attached exhibits hereto
supersede any other agreement, oral or written, regarding the Property and contain the entire
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 3 of I I
Book 11053 Pagge 1651
Instrument# 2026057285
agreement between the City and Developer as to the subject matter hereof. The Exhibits attached
hereto and referenced herein are hereby fully incorporated herein by this reference.
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
Commission and execution of this Agreement by both parties hereto.
13.0 Recordation. Upon full execution by the Parties, this Agreement shall be recorded
in the Public Records of Seminole County, Florida by the City. The Developer shall be responsible
for all recording fees associated with this Agreement.
14.0 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.
15.0 Sovereign Immunity. The City intends to avail itself of sovereign immunity and
other applicable limitations on City liability whenever deemed applicable by the City. Therefore,
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, to any one person for more than two hundred thousand dollars
($200,000.00), 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 three hundred thousand dollars ($300,000.00).
16.0 City's 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.
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
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 4 of 11
Book 11053 Pagge 1652
Instrument# 2026057285
this Agreement shall result in irreparable damage and that specific performance of these
obligations may be obtained by a suit in equity.
20.0 Attorney's Fees. In connection with any arbitration or litigation arising out of this
Agreement, each party shall be responsible for their own attorney's fees and costs.
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 in accordance with the criteria of the City Code and the requirements 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, trailer,
structure or unit if Developer is in breach of any term and condition of this Agreement.
22.0 Default. Failure by either party to perform each and every one of its
obligations hereunder shall constitute a default, entitling the non -defaulting party to pursue
whatever remedies are available to it under Florida law or equity including, without limitation,
termination of this Agreement, 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 non -defaulting 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 non -defaulting party prior to filing said action.
23.0 Termination, The City shall have the unconditional right, but not obligation, to
terminate this Agreement, without notice or penalty, if Developer fails to receive building permits
and substantially commence vertical construction of buildings in accordance with the timelines
established in Section 5.0. The Developer may apply to the City Commission for an extension of
this Agreement, which may be granted upon good cause shown. In addition, the City shall have
the right, but not obligation, to terminate the Agreement if Developer permanently abandons
construction of the Project, provided, however, the City shall first deliver written notice and an
opportunity to cure to the defaulting party as set forth in Section 22.0 above. If the City terminates
this Agreement, the City shall record a notice of termination against the Property in the public
records of Seminole County, Florida.
24.0 Indemnification and Hold Harmless. Developer shall be solely responsible for
designing, permitting, constructing, operating and maintaining this Project. As such, Developer
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 attorney's fees and costs through all appellate
proceedings), directly or indirectly arising from, out of, or caused by Developer and Developer's
contractor's and subcontractor's performance of design, permit and construction, and maintenance
activities in furtherance of constructing the Project and maintaining the improvements of this
Project. This indemnification shall survive the termination of this Agreement.
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 5 of 11
Book 11053 Pagge 1653
Instrument# 2026057285
25.0 Force Maieure. The parties agree that in the event that the failure by either party
to accomplish any action required hereunder within a specified time period constitutes a default
under the terms of this Agreement and, if any such failure is due to acts of God, acts of government
authority (other than the City's own reasonable 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 ("Force Majeure 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 Force
Majeure Event. The extended time period shall be agreed to in writing by the parties and said
agreement shall not be unreasonably withheld by either party. The City Manager shall have the
authority to grant an extended time period. An extension of any time period for reasons of a Force
Majeure Event shall be requested solely as provided in this Section. Developer hereby waives and
relinquishes the right to notify the City of the intent to exercise the tolling and extension of any
period related to the Project, including time periods under this Agreement, development orders,
and building permits, available under Section 252.363, Florida Statutes, as the result of a
declaration of a state of emergency issued by the Governor for a natural emergency.
26. Notice. Whenever either parry desires to give notice to the other, notice shall be
sent by hand delivery or certified mail, return receipt requested, and shall be sent to:
For the City:
Kevin Sweet, City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
With additional notice to:
Anthony A. Garganese, City Attorney
Garganese, Weiss, D'Agresta & Salzman, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, FL 32802
For the Developer:
Eduardo Garcia, Manager
Garcia Holdings of Florida, LLC
3361 Rouse Road, Suite 230
Orlando, Florida 32817
With additional notice to:
Lifeboat Registered Agents, LLC
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 6 of 11
Book 11053 Pagge 1654
Instrument# 2026057285
3700 Conway Road, Suite 100
Orlando, Florida 32812
Either party may freely modify their respective contact person and address contained in
this Paragraph by providing written notice of the modification to the other party. Any Notice given
as provided herein shall be deemed received as follows: if delivered by personal service, on the
date so delivered; and if mailed, on the third business day after mailing.
27.0 Assignment. Prior to completing the construction of the Project and reaching final
build -out of the Project, Developer shall not assign this Agreement without the prior written
consent of the City. Such assignment shall also require the written approval of the City by
amendment to this Agreement, which shall not require a public hearing and shall not be
unreasonably withheld. However, Developer shall be entitled to assign its rights and obligations
under this Agreement to a parent, subsidiary, or affiliated entity in which Developer or its members
are members or interest holders without City consent, provided that the City is given notice of such
assignment in accordance with Section 26.0 herein. Any assignment authorized by this
subparagraph shall require the assignee to be a formal signatory to this Agreement and fully
assume all of Developer's obligations, commitments, representations, and warranties under this
Agreement. In any assignment, the rights and obligations contained herein shall be binding on
successors in interest to the Property, and the terms and conditions of this Agreement shall bind
and inure to the benefit of the parties hereto and any respective successors and assigns.
28.0 Traffiekina. As a condition of this contract, the Developer shall attest under
penalty of perjury, that the Developer does not use coercion for labor or services as defined in
Section 787.06(2), Florida Statutes. Attestations shall be documented using a Human Trafficking
Affidavit as provided by the City.
IN WITNESS WHEREOF, the parties hereto attached their hands and seals on the dates
set forth below.
Signed, sealed and delivered in the
Presence of the following witnesses:
I
S mature o Witness
Printed Name of Witness
Address of Witness tf i
y
Siggira-ture of Witness
id, n 101,Lr< )
CITY OF WINTER SPRINGS
Kevin McCann, Mayor
Date:
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 7 of l 1
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Book 11053 Pagge 1655
Instrument# 2026057285
Printed Name of Witness
Address of Witness
ATTEST:
Christian Gowan, City Clerk
CITY SEAL: of W in te
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County,�\o
STATE OF FLORIDA
COUNTY OF SEMINOLE
APPROVED AS TO FORM
AND LEGALITY
Anthony ,k arganese, City Attorney
The foregoing instrument was acknowledged before me by means of physical
presence or �) online notarization, this day of , 2026, by Kevin McCann,
the Mayor of the City of Winter Springs, a Florida municipal corporation, on behalf of the
corporation, who is personally known to me or produced
as identification.
(NOTARY SEAL)
r auk KFLLW ME CI11FtK
* * Cortunission # HH 78M
i0�yr Qe` Ex Tres JuiY 28, 2M
., Gow
(I j t U
Pu lic Signature)
f_ e t 1 L e
(Print Name)
Notary Public, State of dc%
Commission No.:
My Commission Expires: % P
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 8 of 11
Book 11053 Pagge 1656
Instrument# 2026057285
»nature of Witness
ru,�.Q 11 %CAL C'
Printed Name of Witness
,1t��ilN�lfit
Add ess of Witness
STATE OF `F i® 6 CiC,
COUNTY OF Qi
GARCIA HOLDYNGS OF
FLORIDA, K
Print:
Title:
Date:
The foregoing instrument was acknowledged before me by means of ( physical
presence or online notarization, this 1 t day of KAaV , 2026,
by WuxeAo � , the av, -- c', k'r, 1 of Garcia Holdings of'Florida, LLC, a
Florida limited liability company, on behalf of th company, who is personally known to me or
produced ` - dentification.
(NOTARY SEAL)
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Public Stateof Florida
car Lazaro Garcia
ommission HH 356759
pires 2/1/2027
w
(Print
Notary Public, State of T--�
Commission No.: H �4 715`�7
My Commission Expires: �Zl i
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 9 of l 1
Book 11053 Pagge 1657
Instrument# 2026057285
EXHIBIT A
Legal Description of Property
Lot 6•A
The West 1/2 as measured along the Northerly and Southerly lines of the following lot:
Lot 6 and the West 55.5 feet of Lot 7, ENTLMINGER FARMS ADDITION NO.2, according to the
plat thereof as recorded in Plat Book 5, Page(s) 9 of the Public Records of Seminole County, Florida.
DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 10 of 11
Book 11053 Pagge 1658
Instrument# 2026057285
EXHIBIT B
Overall Site Plan
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DEVELOPMENT AGREEMENT
City of Winter Springs and Garcia Holdings of Florida, LLC
Page 11 of 11