HomeMy WebLinkAbout2013 01 14 Regular 600 Winding Hollow Lot Split Development AgreementCOMMISSION AGENDA
ITEM 600
January 14, 2013
Regular Meeting
Informational
Consent
Public Hearings
Regular
X
KS
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City Manager Department
REQUEST:
Community Development Department - Planning Division requests the City Commission
consider approval of The Offices at Winding Hollow, LLC Developer's Agreement (DA)
for real property located on the southwest corner of S.R. 434 and Winding Hollow
Boulevard.
SYNOPSIS:
The applicant, The Offices at Winding Hollow, LLC., is requesting approval of a
Developer's Agreement (DA) in order to comply with the conditions stipulated
within Resolution 2012 -43 as approved by City Commission on December 10, 2012.
CONSIDERATIONS:
FUTURE LAND USE AND ZONING DESIGNATION
FLU: Commercial
Zoning: C -2 (General Commercial)
APPLICABLE LAW & PUBLIC POLICY
Home Rule Powers
Florida Statutes
City of Winter Springs Comprehensive Plan
City of Winter Springs Code of Ordinances
CHRONOLOGY
• December 10, 2012 — City Commission approved Resolution 2012 -43, which divided
a parcel of real property, located on the southwest corner of S.R. 434 and Winding
Regular 600 PAGE 1 OF 3 - January 14, 2013
Hollow Boulevard. This approval was subject to the certain conditions that must
be memorialized in a Developer's Agreement and recorded against the Interior Lot
simultaneously with the recording of the Lot Split Resolution. Conditions of the
approval are as follows:
1) The Applicant shall be required to submit permit applications to permit and
develop an
office park on the Interior Lot;
2) The Applicant shall consent to the City administratively rezoning the Interior Lot
to C -1
(Neighborhood Commercial);
3) The Applicant shall consent the Interior Lot being subject to the S.R. 434 General
Design Standards for New Development Area; and
4) The Lot Split Resolution shall not be finalized and recorded until such time the
binding is finalized and executed.
• January 10, 2013 — The Planning & Zoning Board held a public hearing to consider
Ordinance 2013 -01, which proposes to administratively rezone 2.9 acres of property
located on the west side of Winding Hollow Boulevard just south of S.R. 434, from C-
2 (General Commercial) to C -1 (Neighborhood Commercial). The City initiated the
proposed administrative rezoning in order to comply with the conditions stipulated
within Resolution 2012 -43 as approved by City Commission on December 10, 2012.
DISCUSSION:
A Developers Agreement (DA) has been reviewed by staff, the applicant, and the City
Attorney. Pertinent elements of the DA are as follows:
The applicant seeks the ability to develop six (6) single -story office buildings having a total
of 19,000 square feet of space on 2.9 acres of property located on the west side of Winding
Hollow Boulevard just south of S.R. 434 and further described as the "Interior Lot" within
the attached Sketch & Description. Beginning in November 2012, the applicant submitted a
Lot Split application in order to divide an existing 4.12 acre parcel into two (2) lots; one
1.27 acre lot fronting S.R. 434 and one 2.9 acre lot fronting Winding Hollow Boulevard
(herein referred to as the "Interior Lot "). The applicant initiated the lot split request in order
to purchase the "Interior Lot" for future office development. The City Commission
approved Resolution 2012 -43 on December 10, 2012 subject to conditions described within
the staff report. In keeping with the provisions of Resolution 2012 -43, the Developer's
Agreement memorializes the Conditions and said Developer's Agreement will be recorded
simultaneously with the recording of the Lot Split Resolution.
1) The Applicant shall be required to submit permit applications to permit and develop an
office park on the Interior Lot;
2) The Applicant shall consent to the City administratively rezoning the Interior Lot to C-
1
(Neighborhood Commercial);
3) The Applicant shall consent the Interior Lot being subject to the S.R. 434 General
Design
Standards for New Development Area; and
4) The Lot Split Resolution shall not be finalized and recorded until such time the binding is
finalized and executed.
Regular 600 PAGE 2 OF 3 - January 14, 2013
On January 10, 2013, the Planning & Zoning Board held a public hearing to consider
Ordinance 2013 -01, which proposes to administratively rezone 2.9 acres of property located
on the west side of Winding Hollow Boulevard just south of S.R. 434, from C -2 (General
Commercial) to C -1 (Neighborhood Commercial). The City initiated the proposed
administrative rezoning in order to comply with the conditions stipulated within Resolution
2012 -43 as approved by City Commission on December 10, 2012. This administrative
rezoning action will be brought to the City Commission after the recording of the
Developer's Agreement and the Lot Split resolution.
FISCAL IMPACT:
While there is no immediately measurable fiscal impact associated with this agenda item,
approval of this item does satisfy part of the requirements for allowing the development of
19,000 square feet of office space which will pay ad valorem taxes. A specific fiscal impact
report will be presented with the agenda item for approval of the concept plan /final
engineering for the project.
COMMUNICATION EFFORTS:
This Agenda Item has been electronically forwarded to the Mayor and City Commission,
City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and
the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the
respective Meeting Agenda which has also been electronically forwarded to the individuals
noted above, and which is also available on the City's Website, LaserFiche, and the City's
Server; has been sent to applicable City Staff, Media/Press Representatives who have
requested Agendas /Agenda Item information, Homeowner's Associations/Representatives
on file with the City, and all individuals who have requested such information. This
information has also been posted outside City Hall, posted inside City Hall with additional
copies available for the General Public, and posted at five (5) different locations around the
City. Furthermore, this information is also available to any individual requestors. City Staff
is always willing to discuss this Agenda Item or any Agenda Item with any interested
individuals.
RECOMMENDATION:
The Community Development Department - Planning Division recommends that City
Commission approve the Offices at Winding Hollow, LLC Developer's Agreement (DA).
ATTACHMENTS:
The Offices at Winding Hollow, LLC Developer's Agreement
Regular 600 PAGE 3 OF 3 - January 14, 2013
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony Garganese
City Attorney of Winter Springs
Brown, Garganese, Weiss & D'Agresta, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, FL 32802
(407) 425 -9566
FOR RECORDING DEPARTMENT USE ONLY
LOT SPLIT DEVELOPER'S AGREEMENT
THIS LOT SPLIT DEVELOPER'S AGREEMENT (the "Agreement ") is made and
executed this day of , 2013, by and between the CITY OF
WINTER SPRINGS, a Florida Municipal Corporation (the "City "), whose address is 1126 East
S.R. 434, Winter Springs, Florida 32708, THE OFFICES AT WINDING HOLLOW, LLC., a
Florida Limited Liability Company, whose principal address is 3437 SE Ankeny St., Portland,
OR 97214 ( "Developer ").
WITNESSETH:
WHEREAS, this Agreement is related to certain real property located in Seminole
County, Florida and more particularly described on EXHIBIT "A ", which is hereby fully
incorporated herein by this reference (the "Property "); and
WHEREAS, Developer is, or will be at the time this Agreement is recorded, the current
fee simple owner of the Property; and
WHEREAS, Developer previously requested that the City Commission grant a lot split
application affecting the Property, which was approved by the City Commission pursuant to
Resolution 2012 -43 subject to terms and conditions memorialized in a developer's agreement;
and
WHEREAS, the Developer desire to construct an office park on the Property in a
manner compatible to the surrounding Winding Hollow Subdivision and surrounding
neighborhood; and
WHEREAS, in furtherance of Resolution 2012 -43, Developer and the City desire to
enter into this Agreement to effectuate the lot split and the development of the proposed office
park; and
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree as follows:
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 1 of 6
1.0 Recitals; Effective Date. The foregoing recitals are true and correct and are
hereby incorporated herein by this reference. The Effective Date of this Agreement shall be
( "Effective Date ").
2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal
Home Rule Powers Act.
3.0 Acquisition of Property. Developer agrees to purchase the Property within
six (6) months of the Effective Date of this Agreement. Developer may request a six (6) month
extension of this time period upon written request to the City. If Developer fails to complete the
purchase within said time period (as may be extended by the City), this Agreement shall
automatically be deemed null and void and terminated.
4.0 Professional Office Park. Upon purchase of the Property, the City and
Developer agree that the Property shall be developed as a professional office park in accordance
with all applicable requirements of the City Code unless otherwise mutually agreed to by the
parties.
5.0 Administrative Rezoning of Property. In order to facilitate the development of
the Property in a manner compatible with the surrounding area, the City agrees, upon the
Effective Date of this Agreement, to advertise and proceed with public hearings to amend the
Property's Official Zoning Map classification from City "C -2 General Commercial" to City "C -1
Neighborhood Commercial." The aforementioned zoning map amendments shall be subject to
Florida law and City Code, and shall be subject to final approval by the City Commission of
Winter Springs. No provision of this Agreement shall be construed as guaranteeing that the
amendments will be approved by the City Commission. Developer will fully cooperate with the
City to achieve the amendment on the terms and conditions set forth herein including, but not
limited to, submitting and executing any applications customarily required by the City, if
necessary. Developer also agrees not to contest or object to the rezoning of the Property in any
manner whatsoever. However, the parties agree that final adoption of the rezoning ordinance
will not occur until such time as lot split Resolution 2012 -43 is recorded in the Official Records
of Seminole County, Florida by the City.
6.0 Application of the SR 434 General Design Standards for New Development
Area. Developer agrees that the Property shall be bound by the provisions of the SR 434
General Design Standards for New Development as set forth in Section 20 -461 et. seq. of the
City Code.
7.0 Recordation of the Lot Split Resolution 2012 -43. Resolution 2012 -43 shall not
be recorded until such time this Agreement is fully executed by the parties, Developer completes
the purchase of the Property pursuant to Section 3.0 of this Agreement, and the conditions set
forth in Section 8.0 of this Agreement have been satisfied by the Developer.
8.0 Title Report; Recording of this Agreement. Within five (5) days of closing on
the purchase of the Property, the Developer shall submit to the City's Community Development
Department Director a title report, certified to the City, evidencing that Developer is the record
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 2 of 6
owner of the Property and listing any mortgages, liens or other encumbrances on the Property. If
the title report lists any mortgage or lien holders affecting title to the Property, Developer shall
be required to obtain written, duly executed joinders from said holders consenting to the terms
and conditions of this Agreement. This Agreement shall be recorded by the City at such time the
City determines, based on the title report and its own due diligence, the Developer is the record
owner of the Property and all mortgage and lien holders have consented in writing to the terms
and conditions of the Agreement. This Agreement will, when duly executed and delivered by the
City and Developer and recorded in the Public Records of Seminole County, Florida, constitute a
legal, valid and binding obligation enforceable against the parties hereto and the Property in
accordance with the terms and conditions of this Agreement.
9.0 Representations of the Parties. The City and Developer hereby each represent
and warrant to the other that it 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. Developer represents that it has
voluntarily and willfully executed this Agreement for purposes of binding the Property to the
terms and conditions set forth in this Agreement.
10.0 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.
11.0 Applicable Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The parties agree that venue shall be
exclusively in Seminole County, Florida, for all state disputes or actions which arise out of or are
based upon this Agreement, and in Orlando, Florida, for all federal disputes or actions which
arise out of or are based upon this Agreement.
12.0 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.
13.0 Entire Agreement; Exhibits. This Agreement and all attached exhibits hereto
supersedes any other agreement, oral or written, regarding the Property and contains the entire
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.
14.0 Severability. If any provision of this Agreement shall beheld 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.
15.0 Effective Date. This Agreement shall become effective upon approval by the
City Commission and execution of this Agreement by both parties hereto. This Agreement is not
binding upon the City unless approved by the City Commission and executed by the Mayor.
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 3 of 6
16.0 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.
17.0 Sovereign Immunity. Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's
right to sovereign immunity under Section 768.28, 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).
18.0 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.
19.0 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.
20.0 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.
21.0 Specific Performance. Strict compliance shall be required with each and every
provision of this Agreement. The parties agree that failure to perform the obligations provided
by this Agreement shall result in irreparable damage and that specific performance of these
obligations may be obtained by a suit in equity.
22.0 Attorney's Fees. In connection with any arbitration or litigation arising out of
this Agreement, each party shall bear their own attorney's fees and costs.
23.0 Development Permits. Nothing herein shall limit the City's authority to grant or
deny any development permit applications or requests subsequent to the effective date of this
Agreement. The failure of this Agreement to address any particular City, County, State and /or
Federal permit, condition, term or restriction shall not relieve 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.
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 4 of 6
24.0 Default; Opportunity to Cure. Should either party desire to declare the other
party in default of any term and condition of this Agreement, the non - defaulting party shall
provide the defaulting party a written notice of default. The written notice shall, at a minimum,
state with particularity the nature of the default, the manner in which the default can be cured,
and a reasonable time period of not less than thirty (30) days in which the default must be cured.
No action may be taken in a court of law on the basis that a breach of this Agreement has
occurred until such time as the requirements of this paragraph have been satisfied.
25.0 Termination. Unless termination of this Agreement is expressly authorized
elsewhere in this Agreement, this Agreement may be terminated by mutual written agreement of
the parties.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
date first above written.
ATTEST:
By:
Andrea Lorenzo Luaces, City Clerk
CITY SEAL
CITY OF WINTER SPRINGS
By:
Charles Lacey, Mayor
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only.
Date:
By:
Anthony A. Garganese, City Attorney for
the City of Winter Springs, Florida
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 5 of 6
Signed, sealed and delivered in the THE OFFICE OF WINDING HOLLOW, a
presence of the following witnesses: Florida limited liability company
Signature of Witness
Printed Name of Witness
Signature of Witness
Printed Name of Witness
STATE OF
COUNTY OF
By: Rick A. Saturn, Manager
Date:
The foregoing instrument was acknowledged before me this day of
, 2013, Rick A. Saturn, as Manager of, The Offices of Winding Hollow, a Florida
limited liability company, on behalf of said company. He is personally known to me or produced
as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
Lot Split Developer's Agreement
City of Winter Springs and The Offices of Winding Hollow
Page 6 of 6
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N
SHEET 2 OF 2
HENRI CH -LUKE &
SWAGGERTY, LLC
surveyors & mappers
165 Middle Street
Suite 1101
Lake Mary, Florida 32746
(407) 647 -7346
FAX (407) 647 -8097
Licensed Business No. 7276
Job No: E -8691
Date: 10 -18 -12
Drawn By: MIL
Scale: 1"=100'
NOT VALID WITHOUT THE SIGNATURE AND THE
ORIGINAL RAISED SEAL OF A FLORIDA LICENSED
SURVEYOR AND MAPPER.
SEE SHEET 1 OF 2
FOR DESCRIPTION
AND SIGNATURE