HomeMy WebLinkAboutItem 13 Approval of a Drainage Easement Agreement for Pond 8 in the Ocoee Crown Point PUD with GS Crown Point Owner, LLC (FKA Wire Development) for the Ocoee Crown Point Mixed-Use ProjectMeeting Date: December 5, 2023
Item #: 13
Contact Name: Michael Rumer Department Director: Michael Rumer
Contact Number: Ext. 1018 City Manager: Robert Frank
Background Summary:
GS Crown Point Owner, LLC (FKA Wire Development) is under contract to purchase tracts of land within the
Ocoee Crown Point PUD and has an approved site plan to develop a mixed -use development project known
as the Ocoee Crown Point Mixed -Use Project. In order for the proposed mixed -use development to drain the
site's stormwater into an existing City pond, a perpetual and non-exclusive drainage easement is required from
the City to the developer. The existing pond is located at the southwest corner of Ocoee Crown Point Parkway
and Stonegate Drive. The easement is to provide access for the site's stormwater to run under, upon, through,
and across the portion of Ocoee Crown Point Parkway adjacent to the development and into the City's pond.
The pond was created to not only capture stormwater from Ocoee Crown Point Parkway but also to form the
tracts developing as the Ocoee Crown Point Mixed -Use Project.
Issue:
Should the Honorable Mayor and City Commissioners approve a Drainage Easement Agreement for Pond 8 in
the Ocoee Crown Point PUD with GS Crown Point Owner, LLC (FKA Wire Development) for the Ocoee Crown
Point Mixed -Use Project?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve a Drainage Easement Agreement
for Pond 8 in the Ocoee Crown Point PUD with GS Crown Point Owner, LLC (FKA Wire Development) for the
Ocoee Crown Point Mixed -Use Project.
Attachments:
1. Ocoee Crown Point Pond 8 Drainage Easement
2. Ocoee Crown Point Pond 8 Easement location map
Financial Impacts:
N/A
Type of Item: Consent
City of `` BlufordOcoee, Florida 34761
Page 140 of 593
INSTRUMENT PREPARED BY
AND RETURN TO:
Joseph P. Covelli, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson Street, Suite 3100
Tampa, FL 33602
DRAINAGE EASEMENT AGREEMENT
THIS DRAINAGE EASEMENT AGREEMENT ("Agreement") is made as of
, 2023_ (the "Effective Date"), by and between CITY OF OCOEE, a Florida
municipal corporation, established under the laws of the State of Florida, with an address of 150 N.
Lakeshore Drive, Ocoee, Florida 34761 ("Grantor"), and GS CROWN POINT OWNER, LLC,
a Delaware limited liability company, with an address of ("Grantee").
Recitals
A. Grantor is the fee simple owner of the property more particularly described on Exhibit
"A" attached hereto and made a part hereof (the "Grantor Parcel").
B. Grantee is the fee simple owner of the property more particularly described on Exhibit
"B" attached hereto and made a part hereof (the "Grantee Parcel").
C. As of the Effective Date of this Agreement, a pond and associated outfall pipes providing
for stormwater management have been constructed, installed and located on the Grantor
Parcel, as more particularly described and depicted on Exhibit "C" attached hereto and
made a part hereof (collectively, the "Drainage Facilities").
D. Grantee desires to obtain a perpetual and non-exclusive drainage easement from Grantor
over, under, upon, through and across the portion of the Grantor Parcel upon which the
Drainage Facilities are located (the "Easement Parcel") for surface water and stormwater
drainage serving the Grantee Parcel.
NOW, THEREFORE, in consideration of the foregoing Recitals and the further provisions
of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties
mutually agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated by this reference
as substantive provisions of this Agreement.
2. Grant of Drainage Easement. Grantor hereby grants to Grantee a perpetual non-
exclusive easement, for the benefit of Grantee, over, under, upon, through and across the Easement
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Parcel, for the purpose of providing attenuation and drainage of stormwater runoff for the benefit
of and serving the Grantee Parcel (the "Drainage Easement"),
Maintenance of Drainage Facilities.
(a) Grantor, at its sole cost and expense, agrees to maintain, repair, replace and operate
the Drainage Facilities consistent with all applicable laws and rules of all local, state and federal
entities or agencies having jurisdiction over the Drainage Facilities, including all applicable
environmental resource permits and other applicable permits and approvals issued by any
governmental entity or agency having jurisdiction over such Drainage Facilities.
(b) Grantor, on behalf of itself and its successors and assigns, agrees not to take any
action on or to the Easement Parcel which would unreasonably interfere with the operation,
maintenance, or use of the Drainage Facilities. Notwithstanding the foregoing, Grantor reserves
unto itself and its respective successors and assigns, the right to use Easement Parcel; provided,
however, that such use does not conflict with or adversely impair the easement rights granted under
the Drainage Easement or interfere with or cause damage to the Drainage Facilities.
4. Relocation. Grantor shall not be permitted to relocate the Drainage Facilities without the
prior written consent of Grantee. In the event Grantee consents to such relocation, then such
relocation shall be governed by the following terms (a) Grantor shall pay the full cost of the
relocation of the Drainage Facilities, including any costs associated with relocating stormwater
facilities constructed on the Grantee Parcel and (b) Grantor and Grantee shall execute and deliver
an acceptable and recordable amendment to this Agreement to cover such relocated Drainage
Facilities. Upon the completion of any relocation, the easement herein shall be considered cancelled
as to the portion of the Drainage Facilities vacated by such relocation.
5. Additional Rights. In addition to the rights specifically granted above, Grantee shall have
and is hereby granted any and all such further and ancillary rights as are or may be reasonably
necessary for Grantee to be able to fully utilize and enjoy the rights specifically granted hereby,
including, without limitation, a right of ingress, egress and access over other portions of the Grantor
Parcel to provide access to the Drainage Facilities in such locations reasonably determined by
Grantor. In connection with the exercise of any and all rights and easements granted in this
Agreement, Grantee shall use commercially reasonable efforts to minimize interference with the
use and enjoyment of the Grantor Parcel
6. Reserved Rights. Grantor reserves unto itself, and its successors, assigns, mortgagees,
tenants, lessees, and invitees the right to use the Grantor Parcel, including, without limitation, the
areas affected by any easement granted herein, at any and all times for any and all purposes which
do not unreasonably interfere with the exercise of the rights and easements by Grantee thereof,
including, without limitation, the right to install fencing and landscaping, but specifically excluding
the right to construct or install buildings, or structures, over the Easement Parcel,. Grantor also
hereby reserves the right to grant other easements to other persons or entities over, under, across
and through the Grantor Parcel including, without limitation, portions of such property subjected
to the easement granted in this Agreement, provided the same are not inconsistent with and do not
unreasonably interfere with the purposes set forth in this Agreement.
7. Indemnification Related to Discharges or Damage. Grantee agrees to indemnify,
defend, and hold Grantor harmless from and against any and all claims, damages, liabilities, costs,
expenses, causes of action, suits and/or judgments, of whatsoever kind or nature, arising out of its
use of the Easement Parcel. Grantee agrees to promptly repair, replace and/or restore (as
2
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Page 143 of 593
appropriate) any damage to the Grantor Parcel resulting from the exercise of its rights under this
Agreement. To the extent permitted by applicable law and expressly limited to the amounts set
forth in §768.28, Fla. Stat. (2023), Grantor agrees to indemnify, defend and hold Grantee harmless
from and against any and all claims, damages, liabilities, costs, expenses, causes of action, suits
and/or judgments, of whatsoever kind or nature, arising out of a breach of Grantor's obligations
under this Agreement. Grantor agrees to promptly repair, replace and/or restore (as appropriate)
any damage to the Drainage Facilities resulting from the exercise of its reserved rights under this
Agreement. Other than the above limited indemnity not to exceed the amounts set forth in §768.28
Fla. Stat. (2023), nothing in this agreement shall be construed as a waiver of Grantor's sovereign
immunity.
8. Notices. All notices and other communications required or permitted to be given hereunder
shall be in writing, and shall be mailed by certified or registered mail, postage prepaid, or sent by
Federal Express or similar overnight delivery service, addressed to the recipient at its address set
forth in this Agreement or, as to the undersigned parties' successors and assigns, as contained in
the records of the Property Appraiser of Orange County, Florida. Notice shall be deemed given
upon receipt or rejection by the recipient.
9. Binding Effect. The terms, conditions and other provisions set forth herein shall run with
the title to the Grantor Parcel and Grantee Parcel and each part thereof and shall bind and inure to
the benefit of the undersigned parties and their respective successors and assigns.
1.0. Severability. If any term, covenant, condition or provision of this Agreement or the
application thereof to any person or circumstance shall at any time or to any extent be held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this
Agreement and the application of the subject term, covenant, condition or provision to persons or
circumstances other than those to which it was held invalid, illegal or unenforceable shall not be
affected thereby, and each term, covenant condition and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by applicable law.
H . General Provisions. No failure of either party to exercise any power given hereunder or
to insist upon strict compliance with any obligation specified herein, and no custom or practice at
variance with the terms hereof, shall constitute a waiver of either party's right to demand exact
compliance with the terms hereof. The provisions of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, administrators, executors, personal
representatives, successors, and assigns. Time is of the essence of this Agreement. Wherever, under
the terms and provisions of this Agreement, the time for performance falls upon a Saturday,
Sunday, or legal holiday recognized by the Federal government or the State of Florida, such time
for performance shall be extended to the next day that is after such date and is not a Saturday,
Sunday or legal holiday. The headings inserted at the beginning of each paragraph are for
convenience only, and do not add to or subtract from the meaning of the contents of each paragraph.
This Agreement is intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations.
1.2. Covenants Running with the Land. The provisions of this Agreement shall
constitute covenants running with the land pursuant to Florida law.
13. Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Venue for any action arising out of this Agreement
shall lie exclusively in the state courts in and for Orange County, Florida.
3
ACTIVE 687622685v8
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14. Attorneys' Fees. In the event of a dispute concerning the interpretation and/or enforcement
of the terms hereof, the prevailing party in any such dispute shall be entitled to recover from the
non -prevailing party costs and expenses incurred in connection therewith, including, but not limited
to, reasonable attorneys' fees, paralegal, consultant and other expenses incurred prior to trial, at
trial, on appeal or in connection with any administrative or bankruptcy proceedings.
15. Multiple Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original document and all of which together shall constitute one and the same
Agreement. Signature and acknowledgement pages may be detached from the counterparts and
collated to physically form one document.
1.6. Further Assurances The parties hereby agree that at any time following a request
therefore by the other party, each shall execute and deliver to the other party such further documents
and instruments, in form and substance reasonably necessary to confirm or effectuate the
obligations of either party hereunder.
17. Entire Agreement; Modification. This Agreement contains the entire agreement of the
parties and may not be changed except by written agreement duly executed by the parties hereto.
This Agreement supersedes any prior understanding and agreements between the parties with
respect to the subject matter hereof, and there are no representations, warranties, or oral agreements
other than those expressly set forth herein.
1.8. Authority. Each parry warrants and represents, with respect to itself, that neither the
execution nor the performance of this Agreement requires any consent, vote or approval which has
not been obtained, or at the appropriate time shall not have been given or obtained, nor shall it
result in or constitute a breach or default under any indenture, contract, or other commitment or
restriction to which it is a party or by which it is bound.
[Signature Pages Follow]
4
ACTIVE 687622685v8
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IN WITNESS WHEREOF, the Parties have made this Agreement as of the day and year
first above written.
WITNESSES: GRANTOR
Print Name:
Print Name:
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE. APPROVED AS TO FORM
AND LEGALITY THIS DAY OF
, 20
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
CITY OF OCOEE, FLORIDA
a Florida municipal corporation
By: _
Name:
Title:
Attest:
City Clerk
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of , 20_, by , as
of CITY OF OCOEE, FLORIDA, a Florida municipal corporation, on behalf
of the corporation. He/She is either personally known to me or has produced the following
identification:
(SEAL)
ACTIVE 687622685v8
Notary Public:
My Commission Expires:
5
Page 146 of 593
WITNESSES:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
GRANTEE
GS CROWN POINT OWNER, LLC,
a Delaware limited liability company
By: _
Name:
Title:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of , 20 , by , as
of GS CROWN POINT OWNER, LLC, a Delaware limited liability
company, on behalf of the company. She/He is either personally known to me or has produced the
following identification:
Notary Public:
(SEAL) My Commission Expires:
Co
ACTIVE 687622685v8
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EXHIBIT "A"
Grantor Parcel
ACTIVE 687622685v8
Page 148 of 593
EXHIBIT `B"
Grantee Parcel
ACTIVE 687622685v8
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EXHIBIT "C"
Drainage Facilities
[See attached.]
ACTIVE 687622685v8
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