HomeMy WebLinkAboutR-22-34 Annexation Agreement - Graves Bros.RESOLUTION NO. R-22-34
A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER
COUNTY, FLORIDA, PROVIDING FOR AN ANNEXATION
AGREEMENT BETWEEN THE CITY OF SEBASTIAN, FLORIDA, A
FLORIDA MUNICIPAL CORPORATION AND THE GRAVES
BROTHERS COMPANY TO MEMORIALIZE THE PARTIES
UNDERSTANDING AND AGREEMENTS WITH RESPECT TO THE
ANNEXATION OF 2044 ACRES, MORE OR LESS, INTO THE CITY,
AND WITH RESPECT TO THE FUTURE DEVELOPMENT AND USE
OF THE PROPERTY. PROVIDING FOR CONFLICT; PROVIDING
FOR RECORDING; PROVIDING FOR SCRIVENER'S ERRORS; AND
AN EFFECTIVE DATE.
WHEREAS, the owners, Graves Brothers Company, of real property in unincorporated
Indian River County, contiguous to the existing corporate limits and boundaries of the City of
Sebastian, and being reasonably compact, petitions the governing body of the City of Sebastian
to be voluntarily annexed into the municipality; and
WHEREAS, the City of Sebastian City Council has found and determined that it is in the
City's best interest by annexing the 2044.3 acres, more or less, into its municipal boundaries and
by entering into this Annexation Agreement, attached hereto as Exhibit A. Each party affirms
that development of the property will be in accordance with the Future Land Use Map, City's
Comprehensive Plan and Land Development Code; and
WHEREAS, this Agreement allows for the property to develop with a mixed used plan,
providing for commercial, residential and affordable housing; and
WHEREAS, an Annexation Agreement has been negotiated between City of Sebastian
and Graves Brothers Company, and presented for adoption under this Resolution R-22-34; and
WHEREAS, on December 14, 2022, City Council, at a properly noticed public hearing,
voted to continue Ordinance 0-22-07, a petition for a voluntary annexation, to a date certain of
February 8, 2023 at 6:00 PM; and
WHEREAS, on February 8, 2023 City Council held the public hearing for Ordinance 0-
22-07 approving the annexation of 2044.3 acres of land, more or less, and adopting Resolution
No. R-22-34;
WHEREAS, on February 8, 2023 the Fourth District Court of Appeals rendered a
decision in Michael David Testa vs. The Town of Jupiter Island, No. 4D22-432 rejecting the
generally accepted idea that Section 166.041, Florida Statutes, allows a governmental entity to
continue a noticed hearing to a date certain and avoid re -noticing the hearing; and
WHEREAS, the City Council, in order to comply with the 4th DCA decision, re -posted
proper notice in compliance with Section 166.041, Florida Statutes, for Ordinance 0-22-07 for a
March 22, 2023 public hearing.
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, AS FOLLOWS:
Section 1. The City Council of the City of Sebastian recognizes the need to annex
properties to ensure viability and managed growth in and around the City.
Section 2. The attached Annexation Agreement is in the best interest of the citizens of
Sebastian.
Section 3. CONFLICT. All resolutions or parts of resolutions in conflict herewith are
hereby repealed.
Section 4. RECORDING. This Resolution and Annexation Agreement shall be
recorded in the public records of Indian River County.
Section 5. SCRIVENER'S ERRORS. Sections of this resolution may be renumbered
or re -lettered and corrections of typographical errors which do not affect the intent may be
authorized by the City Manager, or the City Manager's designee, without need of further action
of the City Council by filing a corrected copy of same with the City Clerk.
Section 6. EFFECTIVE DATE. This resolution shall be become effective upon
adoption.
The forgoing Resolution was moved for adoption by Council Member
Dodd . The motion was seconded by Council Member Dixon and,
upon being put to a vote, the vote was as follows:
Mayor Fred Jones aye
Vice Mayor Chris Nunn aye
Council Member Kelly Dixon aye
Council Member Ed Dodd aye
Council Member Bob MCPertlen aye
The Mayor thereupon declared this Resolution duly passed and adopted this 22nd day of
March 2023.
CITY OF SEBASTIAN, FLORIDA
"C-
By:
Mayor Fred Jones ..
r
ATTEST:
�_ tvYu�M s, NMC CQ�tA
ette Williams, MMC
ity Clerk
Approved as to Form and Content for
Reliance by City of Sebastian Only:
Arid w Mai, Interim City Attorney
THIS INSTRUMENT RETURNS TO:
Jeanette Williams, MMC, City Clerk
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
THIS INSTRUMENT PREPARED BY
Paul R. Gougelman, III, Esq. Manny Anon, Jr., City Attorney
Weiss Serola Hellman Cole & Bierman, P.L. City of Sebastian
200 East Broward Blvd. - 19th Floor 1225 Main Street
Ft. Lauderdale, FL 33301 Sebastian, FL 32958
Property Appraiser's Identification #
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Sebastian/Annexation 18.Agt Final CLEAN 02t08/2023
ANNEXATION AGREEMENT
FOR
GRAVES BROTHERS COMPANY
THIS AGREEMENT is made and entered into this day 22 of March , 2023, by
Graves Brothers Company, a Florida Corporation, whose address is 2770 Indian River Blvd., Suite 201, Vero
Beach, FL 32960-4230; and the City of Sebastian, a Florida Municipal Corporation (hereinafter: the "City".),
whose address is 1225 Main Street, Sebastian, Florida 32958.
RECITALS:
WHEREAS, the City of Sebastian, a Florida Municipal Corporation, is specifically authorized pursuant
to Section 171.044, Florida Statutes (2022), to annex land upon the petition of the property owner; and
WHEREAS, Graves Brothers Company, a Florida Corporation, has petitioned the City for voluntary
annexation of the Real Property; and
WHEREAS, Graves Brothers Company, a Florida Corporation, hereby affirms that the Real Property
meets all requirements for annexation pursuant to the aforesaid Section 171.044, Florida Statutes (2022) and
as otherwise set forth in Florida law and the City's Codes and Ordinances, for the voluntary annexation of real
property; and
WHEREAS, Graves Brothers Company, a Florida Corporation, and the City desire to set forth certain
understandings with regard to the proposed use of the Real Property upon annexation, and based thereon, the
parties hereto desire to enter into this Annexation Agreement; and
WHEREAS, the City further enters into this Agreement pursuant to its Charter and home rule powers
pursuant to Article Vill, Section 2, Florida Constitution of 1968 and Section 166.021, Florida Statutes; and
WHEREAS, Graves Brothers Company, a Florida Corporation, legally incorporated by the Secretary of
State, Stale of Florida, which corporate charter and standing with the State of Florida is current active, and in
good standing, as a Florida for -profit corporation; and
WHEREAS, Graves Brothers Company, a Florida Corporation, is authorized by Chapter 607, Florida
Statutes, and its charter, articles of incorporation, and by-laws to execute this Agreement; and
WHEREAS, Graves Brothers Company, a Florida Corporation, by execution of this Agreement hereby
affirms, warrants to, and affirms the City that it has taken all requisite corporate action to approve the execution
of this Agreement; and
WHEREAS, at the time of execution of this un-amended, base document Agreement, Graves Brothers
Company, a Florida Corporation, was and is the legal Owner of certain Real Property (the "Real Property")
located in Indian River County, Florida, which Real Property is the subject matter of this Agreement; and
WHEREAS, Graves Brothers Company, a Florida Corporation, hereby affirms, warrants to, and
assures the City that it has legal marketable title in fee simple to the Real Property has lawful authority to
petition for the voluntary annexation of the property set forth herein and desires to annex the Real Property into
the municipal boundaries of the City; and
WHEREAS, said Real Property constitutes 2,044.3 +/- annexed acres of property within the Southwest
area of the City of Sebastian which is reasonably compact and contiguous to the municipal boundary of the
City, and will not result in the creation of enclaves; and
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WHEREAS, the parties desire to enter into this Agreement relating to the annexation of the Real
Property in order to achieve the Development of the Real Property permitted under Article III of this Agreement
and all in the promotion of the public health, safety, welfare, economic order, and aesthetics of the City; and
WHEREAS, this Agreement has been found to be consistent with the City's Comprehensive Plan and
amendments pending adoption thereto; and
WHEREAS, on March 22, 2023, the City Council of the City of Sebastian adopted Ordinance No. 0-22-
07 approving this Agreement and directing the City Manager to execute this Agreement as provided in Section
3.04(g) of the Charter of the City of Sebastian; and
WHEREAS, it is the intent of the parties hereto to Develop the Real Property based on the terms of this
Agreement; and
WHEREAS, all parties hereto have, without duress, voluntarily entered into this Agreement.
NOW, THEREFORE, in consideration of TEN and 00/100 Dollars ($10.00) and certain other valuable
considerations, each to the other paid in hand, the sufficiency and receipt all of which be and the same is
hereby acknowledged, the parties desiring to be legally bound hereby agree as follows:
ARTICLE I
RECITALS: DEFINITIONS
Section 1.1. Recitals: Properties Subject to Agreement. The Real Property shall be held,
transferred, sold, conveyed, occupied, annexed, and Developed subject to this Agreement. Each and all of the
foregoing recitals (the "WHEREAS" clauses above) are hereby declared to be true and correct and are
incorporated herein.
Section 1.2. Definitions. In this Agreement, unless the context otherwise indicates, the terms set
forth below are defined as follows:
(a) "Affordable Housing" as defined by the Federal Department of Housing and Urban
Development (HUD) and Chapter 420, Florida Statutes, means that monthly rents or monthly mortgage
payments including taxes, insurance, and Utilities do not exceed 30 percent of the amount which represents
the percentage of the median adjusted gross annual income for the households.
(b) "Agreement" means and refers to this Annexation Agreement and as the same may be
amended from time to time.
(c) "City" means and refers to the City of Sebastian, a Florida Municipal Corporation.
(d) "Commercial Use" means the portions of the Real Property intended to be Developed
with professional Office or retail Commercial Development as provided in the Land Development Code. There
may be one or more Commercial Parcels which are predominantly connected with the sale, rental and
distribution of products, or performance of services.
(a) "Compatibility" or "Compatible" is defined as the characteristics of different uses or
activities or design which allow them to be located near or adjacent to each other. Some elements affecting
compatibility include the following: height; scale; mass and bulk of structures; pedestrian or vehicular traffic,
circulation, access and parking impacts; landscaping; lighting; noise; odor; and architectural style.
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Compatibility does not mean "the same as." Rather, it refers to the sensitivity of Development proposals in
maintaining the character of existing Development.
(1) "Concurrency" is the legal requirement that specified Public Facilities (recreation and
Open Space, potable water, reuse water, sanitary sewer or Wastewater, solid waste, Stormwater Management
System, and transportation) be provided for, by an entity to an adopted Level of Service.
(g) "Conservation" refers to environmentally sensitive areas that reserves and restricts
Development on those lands in order to protect the environmentally sensitive lands.
(h) "Consistent with the Comprehensive Plan" means a condition in which Land Uses or
conditions can co -exist in relative proximity to each other in a stable fashion over time such that no use or
condition is unduly negatively impacted directly or indirectly by another use or condition. A Development shall
be consistent with the comprehensive plan if the Land Uses, densities or intensities, and other aspects of
Development permitted by such order or regulation are Compatible with and substantially further the policies,
Land Uses, densities or intensities, capacity or size, timing, and other aspects of the Development in the
comprehensive plan, and if it meets all other criteria enumerated by the City, including the Land Development
Codes in effect at the time of issuance of a Final Development Order. See §§163.3164 and 163.3194, Fla.
Stat.
(i) "County" means and refers to Indian River County, a political subdivision of the State of
Florida.
(j) "Density" is used as a measurement of the number of Dwelling Units per gross acre of
land.
(k) "Developer" is one who actually Develops, or has the right to Develop, any portion of the
Real Property regardless of size. A Developer may also be an Owner of all or a portion of the Real Property.
(1) "Development" or to "Develop" means and is defined as set forth in Sections 163.3164
and 380.04, Florida Statutes, as amended, or superseded, from time to time, which is set forth below. The
construction, reconstruction, conversion, structural alteration, relocation or enlargement of any structure; the
making of any material change in the use or appearance of any structure or land, or the dividing of land into
three or more parcels; any mining, excavation, landfill or land disturbance; and any nonagricultural use or
extension of the use of land, are all activities included within the terms "Development" or to "Develop." The
term "Development or to "Develop" includes redevelopment. The term "Development" or to "Develop shall
include construction within any public Right of Way that is dedicated, conveyed, or proposed to be conveyed or
dedicated to the public or to a governmental entity. "Development" shall be the planned or actual act of placing
Development on the land, consistent with City Code and Florida Statutes.
(m) "Development Order" means any order granting, denying, or granting with conditions an
application for a Development Permit. See §163.3164, Fla. Stat.
(n) "Development Permit" includes any building permit, zoning permit, subdivision approval,
rezoning, certification, special exception, conditional use, variance, or any other official action of local
government having the effect of permitting the Development of land. See §163.3164, Fla. Stat.
(o) "Dwelling Unit" is a room or group of rooms forming a single independent habitable unit
used for or intended to be used for living, sleeping, sanitation, cooking and eating purposes by one (1) family
only; for owner occupancy or for rental, lease or other occupancy and containing independent kitchen, sanitary
and sleeping facilities. A Dwelling Unit per gross acre is also a measure of Density.
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(p) "Final Development Order" means the issuance of a Development Order for a Site Plan
or in the case of a Residential Use for Single -Family Dwellings, a Development Order for a final Plat. In certain
cases as specifically stated in this Agreement, a Final Development Order may mean a building permit to
commence construction of a structure or building.
(q) "Floor Area Ratio" or "FAR" is a measurement of non-residential Development which
represents the gross floor area of all buildings, structures, or similar as compared to the total area of the
property on which It is located. The Floor Area Ratio is a fraction, the numerator of which is the gross floor
area of all floors in structures and the denominator of which is the square footage of the property. The ratio is
measured in square feet to the area of a Real Property, excluding any bonus or transferred floor area.
(r) "Green Infrastructure" refers to ecological systems, both natural and engineered, that act
as living infrastructure. Green Infrastructure elements are planned and managed primarily for Stormwater
control, but also exhibit social, economic and environmental benefits.
(s) "Impact Fee" means a fee levied by the City, or other governmental entity, on new
Development so that the new Development pays its proportionate share of the cost of new or expanded Public
Facilities required to service that Development.
(t) "Industrial Land Use" or Industrial Use" means the portions of the Real Property intended
to be Developed with activities predominantly connected with manufacturing, assembly, processing, or storage
of products, which are defined herein as an Industrial Use. There may be one or more Industrial parcels.
(u) "Heavy Industrial Land Use" or "Heavy Industrial Use" refers to an Industrial property
subtype in which the property is occupied by one or more tenants and the property is utilized for heavy
industrial purposes, i.e. heavy manufacturing, petroleum products, cement, recycling center, and other uses, all
of which Heavy Industrial uses must be consistent with and as provided by Section 54-2-5.6A of the Land
Development Code of the City of Sebastian, as amended, or superseded, from time to time.
(v) "Infrastructure" means and refers to those man-made structures which serve the common
needs of the population, such as: roadways, Wastewater or sewage, Stormwater, Wastewater treatment or
disposal systems; potable or reuse water systems; potable water wells serving a system; solid waste disposal
sites or retention areas; Stormwater systems and outfall; Utilities; bridges; and, roadways.
(w) "Institutional Land Use" means the portions of the Real Property intended to be
Developed with facilities providing a government or public service, recreation, certain Infrastructure
Developments, or Conservation, which are defined herein as an Institutional Use. There may be one or more
Institutional Parcels.
(x) "Land Development Code" means ordinances or resolutions enacted by the City Council
for the regulation of any aspect of Development and includes any local government zoning, rezoning,
subdivision, building construction, landscaping, or sign regulations or any other regulations controlling the
Development of land, or as amended from time to time. See Land Development Code and §163.3164, Florida
Statutes.
(y) "Land Use" means the Development that has occurred on the Real Property, the
Development that is proposed by a Developer on the land, or the use that is permitted or permissible on the
land under the then currently effective comprehensive plan or element or portion thereof, or the Land
Development Code, as the context may indicate.
(z) "Level of Service" means and refers to an indicator of the extent or degree of service
provided by or proposed to be provided by a facility based on and related to the operational characteristics of
the facility. Level of Service shall indicate the capacity per unit of demand for each Public Facility.
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(as) 'Lot" means and refers to a parcel of land of at least sufficient size to meet minimum
zoning and Land Development Code requirements, in existence at the time of Platting or Development, for
use, coverage and area, and to provide such yards and other Open Spaces.
(bb) "Low Impact Design" means systems and practices that use or mimic natural
processes through incremental treatment of Stormwater runoff that result in the infiltration,
evapotranspiration or storage of Stormwater in order to protect water quality and associated aquatic habitat.
(cc) "Master Planning" or "Master Planned" means creation of illustrative plan depicting the
Real Property and locating Development area, spine roads, and assigning intensity and/or density to the
Development area.
(dd) "Manufactured Housing" means a Mobile Home fabricated on or after June 15, 1976, in
an offsite manufacturing facility for installation or assembly at the building site, with each section bearing a seal
certifying that it is built in compliance with the federal Manufactured Home Construction and Safety Standard
Act.
(ee) "Mixed -Use Development" means and refers to a type of Development that combines a
mix of uses that shall include a mixture of residential, office, commercial, recreational, limited industrial and/or
institutional uses within one building or multiple buildings with direct pedestrian access between uses. Also, a
Mixed -Use Development may encourage town centers along major arterial transportation corridors.
(ff) "Mobile Home" means a residential structure, transportable in one or more sections, which is
8 body feet or more in width, over 35 body feet in length with the hitch, built on an integral chassis, designed to
be used as a dwelling when connected to required Utilities, and not originally sold as a recreational vehicle,
and includes the plumbing, heating, air-conditioning, and electrical systems contained therein.
(gg) "Multi -Family Dwelling Units" means three or more attached dwelling units either stacked
vertically above one another and/or attached by side or rear walls.
(hh) "Open Space(s)" means and refers to lands suitable for passive recreation,
Conservation, Stormwater uses (inclusive of lakes and canals) as further defined in this Agreement and in the
City's Land Development Code and Comprehensive Plan Site Specific Policy 1-1.7.1.
(ii) "Owner" means and refers to Graves Brothers Company, a Florida Corporation,
organized under the laws of the State of Florida, the record owner of the fee simple title to the Real Property,
less and excepting all ROW, and to its or their successors, heirs and assigns or the Developer.
Q) "Planned Unit Development" or "(PUD)" is a form of Development recognized from time
to time within the City's Land Development Code as a specific implementing zoning district and which creates
a Planned Development. Development that is designed as a unit, and which shall include only one or a
mixture of Land Uses, and which generally avoids a gridiron pattern of streets, and usually provides common
Open Space, recreation areas or other amenities. Requirements include submission and review of Site Plans
as part of the zoning or rezoning to a PUD zoning district.
(kk) "Planned Development" is land that is under unified control and planned and Developed
as a whole in a single development operation or a definitely programmed series of Development operations. A
Planned Development includes principal and accessory structures and uses substantially related to the
character and purposes of the Planned Development. A Planned Development is constructed according to
comprehensive and detailed plans which include not only streets, Utilities, Lots or building sites and the like,
but also Site Plans and floor plans for all buildings as intended to be located, constructed, used and related to
each other, and detailed plans for other uses and improvements on the land as related to the buildings.
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(II) "Parcels" means any contiguous quantity of land capable of being described such that
its location and boundaries may be established, that is designated by its owner(s) or developer(s) as land to be
used or developed as a unit, or that has been used or developed as a unit.
(mm) "Plat" shall be defined as a map or delineated representation of the subdivision of land or
lands, being a complete exact representation of the subdivision and other information in compliance with the
requirement of all applicable sections of Chapter 177, Florida Statutes, as amended from time to time, and City
subdivision regulations, in effect at the time of platting or replatting of a particular Development. The term
"plat" shall include a replat. See §177.031, Fla. Stat.
(nn) "Public Facilities" or "Public Facility" means publicly owned Infrastructure including,
rights -of -way, roadway or transportation systems or facilities, sewer or Wastewater systems or facilities, solid
waste systems or facilities, Stormwater facilities, drainage systems or facilities, potable or reuse water systems
or facilities, educational systems or facilities, parks and recreation systems or facilities and public health
systems.
(oo) "Real Property" means and refers to all such existing real property as described in
Exhibits 1A & 113, attached hereto and by this reference incorporated herein. To the extent that the written
metes and bounds legal description and the pictorial sketch conflict, the sketch shall supersede the written
metes and bounds legal description in interpreting the description of the Real Property.
(pp) "Residential Land Use" or "Residential" means the portions of the Real Property
intended to be Developed with a residential use, for use as Single Family Dwelling Units or Multi -family
Dwelling Units, which are defined herein as a residential use. There may be one or more Residential parcels.
(qq) "Recreation Facility" means a component of a recreation site used by the public such as
a trail, court, park, athletic field, swimming pool, or for the pursuit of leisure time activities occurring in an indoor
or outdoor setting.
(rr)'Right of Way" means and refers to land in which the state, a county, a municipality or a
special or improvement district, holds the fee simple title or has an easement, or dedicated rights of use,
required for a public use.
(as) "Single Family Dwelling Unit" means a structure containing a residential single family
Dwelling Unit occupying the building from ground to roof.
(tt) "Site Plan" means an illustrated proposal for the Development or use of a particular piece
of the Real Property. The illustration consists of a map or sketch of how the Real Property will appear if the
Development proposal is accepted by the City. The requirements for the contents of a Site Plan are as set
forth in City's Land Development Code, as amended from time to time. The Site Plan regulations applicable
to Development of a specific parcel of the Real Property shall be those in effect at the time of approval of the
Site Plan by the City.
(uu) "Stormwater" means and refers to the flow of water which results from and which occurs
immediately after a rainfall event.
(vv) "Stormwater Management System" means and refers to a feature or facility which
collects, conveys, channels, holds, inhibits or diverts the movement of Stormwater shall be inclusive of Best
Management Practices (BMP).
(ww) "Utility" includes but is not limited to gas, water, re -use water, sewer, telephone, power,
Stormwater drainage, and cable television.
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(xx) "Wastewater' means the spent water of the community comprising the liquid and water -
carried wastes from residential uses, commercial uses, industrial uses, and institutional uses, together with
minor quantities of ground and surface waters that are not admitted intentionally.
ARTICLE II
ANNEXATION
Section 2.1. Petition to Annex.
(a) The Owner has voluntarily submitted to the City a formal and revised Petition or request for
Annexation of the Real Property. This Agreement memorializes the existing Petition to Annex by the Owner and
constitutes a Petition to Annex the Real Property. The Owner warrants that the Petition has been executed by all
of the existing fee simple title owners of record of the portion(s) of the Real Property to be annexed and has been
filed with the City in compliance with any and all applicable requirements of law, including, but not limited to,
Chapter 171, Florida Statutes.
(b) This sub -section of the Agreement represents and includes findings by the Owner and the
City that:
(1) A substantial portion of the boundary of the Real Property is substantially
contiguous to the City's corporate boundary. "Contiguous" is defined as set forth in Section 171.031, Florida
Statutes;
(2) The Owner, for itself and the Developer of each subdivision or Parcel of the Real
Property, at its sole expense, intends to provide adequate Public Facilities for the Real Property; and
(3) The Real Property is ideally suited for annexation into the City due to its proximity to
the City and adjacent transportation corridors and Public Facilities; and
(4) The annexation will yield substantial benefits to the Owner, the City, and to the Real
Property in the form of planned Mixed -Use Development, an increased tax base to the City, Conservation of
natural habitats, Open Space, and increased employment opportunities.
(c) The Annexation petition to annex a portion of the Real Property may be withdrawn by
the Owner of that portion of the Real Property at any time prior to final approval of the annexation ordinance
pertaining to that portion of the Real Property. If the petition is withdrawn, this Agreement is hereby terminated
as to that portion of the Real Property, and the parties hereto shall not be bound by this Agreement with regard
to its application to that portion of the Real Property. However, no application fees or other type of fee or
charge paid to the City or any other governmental entity, or obligated to be paid to the City or other
governmental entity shall be refunded, and the City shall be released form any liability for the release of the
obligation or refund of the fee or charge by the Owner. This provision shall survive the termination of this
Agreement.
Section 2.2. Consideration of Petition. The City shall have the full and complete right to deny
annexation, defer annexation, or approve annexation of the Property or any portion thereof. By execution hereof,
the Owner understands and agrees that the City makes no representation as to the suitability or legal
appropriateness of the Real Property for annexation or that the City will annex the Property at any time or based
upon any specific conditions, except as otherwise set forth herein.
Section 2.3. Cooperation. The Owner agrees to cooperate in the process of annexing the Real
Property, based on any time schedule, as may be required by the City in its sole and absolute discretion, subject
to the provisions of this Agreement. Annexation of any part or portion of the Property shall not relieve the Owner
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of its obligation to cooperate with the City in, and to keep alive the Petition for, Annexation of all the Real Property,
or portions of the Real Property.
Section 2.4. Litigation. Should any "party affected," or as defined in Chapter 171, Florida Statues (or any
successor statute), file a legal action with a court of competent jurisdiction contesting the annexation of the Real
Property or this Agreement, the Owner, at the request of the City, agrees to participate in defense of the
annexation and this Agreement. Further, with regard to any attorneys' or paralegals' fees or court costs, or
adverse judgment, incurred by the City directly relating to its defense of any lawsuit with the City, if any, relating to
contest of the annexation hereunder or this Agreement, the Owner agrees to indemnify and save harmless the
City for the payment of any claims or damages, as well as any court costs, adverse judgment and attorney's and
paralegal's fees, incurred in defending said action or as a direct or indirect result of said action. As used herein,
the term "defense" shall include any counter -claims, appeals, or cross -appeals. As used herein, reference to
attorney's fees or paralegal's fee shall apply to both trial and any appeal and to any negotiation of settlement of
claims relating to this Agreement or any annexation. The Owner will have to make any payment to the City within
ten (10) days of receiving any invoices from the City pertaining to any claims or damages, as well as any court
costs, adverse judgment and attorneys or paralegal's fees, or court costs, as stated above. The City, at it sole
cost and expense, will have the authority pursuant to this Agreement to retain the legal counsel of its choice.
ARTICLE III
DEVELOPMENT OF THE PROPERTY
Section 3.1. Development Plan.
(a) Future Development Plannina.
(1) As of the Effective Date of the original, un-amended Annexation Agreement, there is
no graphic or written version of a Development Plan for the Real Property. The Owner/Developer agrees that
this Agreement does not authorize approval of any specific Development Order, subdivision or Site Plan
proposal. However, the Owner and any Developer of any portion of the Real Property, agrees that minimum
standards in this Agreement shall guide and bind the Development of the Real Property.
(2) The Owner and the City agree that due to the size of the Real Property and its
location, that Development of the Real Property shall be Master Planned through a Mixed Use PUD zoning on
a minimum of 400 acre Parcels as part of the Planned Unit Development (PUD). Development of the Real
Property shall consist of a well -planned, sustainable and integrated system of Land Use; consistent with Future
Land Use Map (FLUM) and City Ordinance 0-22-13, [see Section (b)(2) a. through m., infra] containing a mix
of Residential and non-residential uses.
(b) Comprehensive Plan Land Use Desianalion.
The City has taken action to designate the Real Property on the Future Land Use Map
(FLUM) of the City's Comprehensive Plan as Mixed Use as provided in Policy 1-1.3.6 of the Future Land Use
Element.
(1) Mixed Use (MU) Develo{,tment. The Real Property shall be Developed
Consistent with the Comprehensive Plan Future Land Use Classification in effect and according to Florida
Statutes at the time of Development as determined by the City, and in no event will the Real Property
Development exceed the maximum Density and Intensity of Use in this Agreement, and will satisfy all other
requirements of this Agreement. The purpose of the Mixed Use designation is to provide a mixture of
Residential, Commercial, recreational, Industrial, Heavy Industrial, and Institutional uses and promote town
centers along major arterial corridors.
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The Development of the Real Property shall be Master Planned as a PUD on a minimum of 400 acre Parcels.
Within the real property, a range of Mixed Uses consisting of 60%-80% Residential Land Use categories shall
be balanced with a mixture of non-residential Land Use categories with a range of 20% - 40%. During the PUD
process, the acreage within the PUD shall be a mix of uses including Residential, Institutional, Commercial and
Industrial. The Residential Land Use on the Real Property shall include a target mix of 40% Medium Density,
40% Low Density and 20% Very Low Density for the purposes of calculating permissible density. Densities
may be transferred within each PUD parcel, or outside to other PUDs within the Real Property, provided the
Residential Land Use range is not exceeded on the Real Property. There shall be a minimum 50% Open
Space requirement for the Residential property. Non-residential Land Uses may include up to 25% Multifamily
Residential Uses. Notwithstanding any other provision in this Agreement, the Density permitted on the Real
Property shall be the allowable Density per the limiting factors as further defined in this Agreement and in the
City's Land Development Code and Comprehensive Plan Site Speck Policy 1-1.7.1.
Notwithstanding any other provision in this Agreement, the maximum Density for Residential uses is 10,794
units (an average of 5.28 du/ac of the Real Property).
Notwithstanding any other provision in this Agreement, the maximum Intensity on Commercial Use shall be 0.6
FAR, and the maximum Intensity on Industrial Use shall be 0.5 FAR. There shall be a minimum 30% Open
Space requirement for the Industrial and Commercial Uses.
(2) Comprehensive Plan �wanr .mnnts. The City has approved Ordinance 0-22-13
as part of the Comprehensive Plan which includes the following principals of Mixed -Use Development for the
Real Property. These principles shall further guide and bind Development of the Real Property under the
Comprehensive Plan Site Specific Policy 1-1.7.1, as amended from time to time. The Owner agrees to and
consents to the site specific policy as set forth below which is the policy adopted by the City Council in effect at
the time of consummation of this Agreement in its original, un-amended form, which is set forth below.
a. Rezoning of the property shall be done through a Planned Unit Development process as described in
Article XX of the City's Land Development Code, as amended, or superseded, from time to time.
b. Housing types shall be mixed to meet various income levels and lifestyle choices; a mix of Single
Family Dwelling Units and Multi -Family Dwelling Units (the "Dwelling Units) consisting of a variety of housing
choices in order to achieve the mix of housing required for affordability and accessibility within a mixed use
development. The housing mix targets 40% Medium Density up to 10 units/acre; 40% Low Density up to 5
units/acre; and 20% Very Low Density up to 3 units/acre, including at least 5 percent (5%) and up to 10
percent (10%) of the Dwelling Units on the Real Property as being Affordable Housing.
c. Provision for future dedication of Right of Way, at the time of Development, to the extent required for
the Development and upon mutual consent of the Owner, shall be transferred to the appropriate entity to
promote an interconnected, extended and improved grid road system, along with a well -planned transportation
system of roads and streets throughout the Real Property, in coordination with the County, to specifically
include 80 Avenue, 81't Street, 77' Street, and 73id Street, as well as 74' Avenue.
d. Provision shall be made on the Real Property for a mixed -use 'Town Center area including an active
street frontage or context sensitive street design, compatibility of central theme or design character, and a
comprehensive transportation network that promotes walkability thru compact Development and proximity of
structures, reduces auto dependence, and connects to state and local transportation corridors.
E. To the extent required for and at the time of the Development, future dedication and donation of
Institutional parcels may be required as necessary for governmental services such as post offices, public
safety, schools, etc. and Public Facilities that may be needed for increases in necessary services, as identified
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by concurrency analysis in accordance with the City of Sebastian Land Development Codes and Ordinances at
the time of development.
f. Strategic assembly of commerce and industrial development consistent with the City's Comprehensive
Plan Mixed Use Land Use.
9. To the extent required for and at the time of the Development, future dedication or conveyance of
Conservation lands to appropriate entity to include any natural areas of significant importance, and the
provision of greenway trails to promote a system of connectivity and access consistent with the City's
Comprehensive Plan and Land Development Codes.
h. To the extent required for and at the time of the Development, dedication of City Park and recreational
lands above what will be required in the individual residential subdivision developments. Allocation of parks
and recreational lands consistent with the City's Comprehensive Plan and Land Development Codes
specifically: a minimum of 2 acres per 1000 residents of publicly accessible recreation lands, and a minimum
of 2 acres per 1000 residents of other recreational lands. Publicly accessible lands shall be designated at the
time of PUD zoning and may be conveyed to the City. The dedicated lands, shall count towards the required
aggregate open space required for the Real Property;
I. Increased buffers adjacent to low density areas outside of the PUD area shall be in accordance with
existing City Land Development Codes.
L As a condition of future Development of the Real Property, the Owner shall provide sufficient land area
for Public Facility Infrastructure required to support the Development and mandate hook-up to central potable
water and wastewater systems for all new Developments on the Real Property prior to receiving final
Development Orders. Therefore, the proposed development of any portion of the Real Property must provide
sewer/wastewater, reclaim water systems and Stormwater Management Systems, and water service as a
condition of Development. These services may be provided by the County however no septic systems would
be allowed in accordance with City policy and land development codes.
k. The property shall be Master Planned on a minimum of no less than increments or units of 400 acre
Parcels as part of an overall Planned Development project using the PUD zoning district and process, and
shall promote Green infrastructure through a comprehensive plan of connected Stormwater, greenways, and
Open Space that provides for wildlife habitat, Stormwater Management System and recreational opportunities
including Low Impact Design and Best Management Practices.
I_ The Real Property shall consist of a mix of uses consisting of 20-40 percent non-residential gross
acreage to 60-80 percent residential gross acreage, with fact that Open Space requirements must be satisfied
m. The Real Property Development shall have a minimum aggregate total of 50% Open Space for
Residential Land Uses and 30% Open Space for non-residential land uses in accordance with Sec. 54-2-
5.10(c) City Land Development Code, including but not limited to each of the following uses which shall qualify
to meet the Open Space requirement: conservation and preservation land; greenways and trails; all parks
whether passive or recreational; all common Open Space; Stormwater uses (inclusive of lakes and canals),
wetland preservation, preservation of habitat for Protected Species which is left undeveloped, and any
pervious portions of the Real Property conveyed to the County or City for a Wastewater treatment plant,
schools, fire station or police station.
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(c) Any residuary amount of the Real Property remaining after the PUD Development
Permitting of all phases of the Real Property, the Owner/Developer agrees that those residuary properties shall
be submitted for Development and specific Land Development consistent with the adjoining property.
(d) Consistencv with Com rehensive Plan. The Parties agree that as required by Florida
law all Development constructed on the Real Property must be Consistent with the Comprehensive Plan, as it
exists at the time of issuance of a Final Development Order for the particular Development that is the subject of
the Final Development Order. See §163.3194, Fla. Stat.
(a) Mobile Homes and Manufactured Housina.
(1) Notwithstanding other provisions in this Agreement, Mobile Homes with or
without essentially flat roofs may be located on any Parcel of the Real Property for not more than 780
consecutive days in any four non -calendar year period solely for purposes of use as a building construction
office facility. Otherwise, Mobile Homes and Manufactured Housing shall not be Developed on the Real
Property.
(2) In the event that the foregoing sub -section (e)(1) is deemed unenforceable or
otherwise stricken by a court of competent jurisdiction or other governmental authority, Mobile Homes and
Manufactured Housing may only be permitted by such that Mobile Home or Manufactured Housing roofs that
are visible from any public or private Right -of -Way shall be of hip, gambrel, mansard, or gable styles. Roof
height, bulk, and mass must appear structural even when the design is nonstructural. The following
requirements shall apply: (1) All Single -Family Dwelling Units and Duplex buildings shall have a pitched
roof covering a minimum of 65 percent of the overall floor area under the roof; (2) Pitched roofs shall have a
minimum slope of 5:12 (five inches vertical rise for every 12 inches horizontal run) and shall have an
overhang beyond the building wall; however, the overhang shall not encroach into an easement; (3) Flat
roofed areas including, but not limited to, porches or screen rooms are permissible in the remaining 35
percent of floor area under roof; and (4) Flat roofs shall be located at the rear of the building out of view from
the public right-of-way.
(3) In the event of a hurricane or other major weather disaster in which the City
determines that single-family or multi -family Residential housing on the Real Property or in the City is
destroyed or substantially not habitable, the City may unilaterally authorize the temporary placement of
Mobile Home or Manufactured Housing on the Real Property for a period not to exceed 1,095 consecutive
days. Thereafter, the Mobile Home or Manufactured Housing on the Real Property must be immediately and
promptly removed at other than City expense.
Section 3.2. Commercial Develooment.
(a) Uses. A variety of non -Residential Land Use designations shall be maintained to assure
availability of sites that accommodate the varied site and spatial requirements for such activities as:
professional and business Offices, Commercial activities, employment generating businesses and general
retail sales and services. In doing so, the City shall promote the image and function of the urban core which is
the City's center for commerce as well as civic and cultural enrichment. Office Development may serve as a
transitional use separating more intensive Commercial uses from Residential Development in order to create a
tiered Development strategy.
(b) Heiaht: Intensitv. The Owner/Developer agrees that a maximum height for all structures
shall be thirty-five (35) feet, as calculated pursuant to the Land Development Code in effect at the time of the
issuance of a Final Development Order; subject always to the provisions of the Land Development Code in
effect at the time of the issuance of a Final Development Order.
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The Commercial Land Use category consists of Neighborhood, Limited and General uses in progressive
degrees of higher intensity:
(1) Neighborhood level Commercial activities are defined in the City's Land
Development Code from time to time as including retail and office activities that service Residential
neighborhoods.
(2) Limited Commercial Land Use designation is to consist of sites intended to
accommodate neighborhood level commercial activities. The maximum intensity is 0.6 FAR. Limited
Commercial activities and personal services shall include establishments catering to the following markets:
a. Neighborhood Residential markets within the immediate vicinity as
opposed to county -wide or regional markets; or
Specialized markets with customized market demands.
(3) General Commercial Land Use designation is to accommodate general retail
sales and services; highway oriented sales and services; and other general Commercial activities defined in
the Land Development Code. General Commercial designations are located in highly accessible areas,
adjacent to major arterials.
(c) Platting Subdivision. Prior to commencement of construction, the Owner/Developer
agrees that Lots within any Commercial Parcel shall be Platted or Subdivided by and at the sole cost and
expense of the Owner/Developer subject to the Land Development Code in effect at the time of the issuance of
a Final Development Order.
Section 3.3 Residential Development
(a) Uses. The residential Land Use category consists of "Very Low Density Residential," "Low
Density Residential," "Medium Density Residential," or "Mixed Use" residential uses in progressive degrees
with higher Density in areas adjacent to the urban core and less Density in the perimeter of the City.
Residential Development shall be planned and designed to create and perpetuate stable Residential
neighborhoods and implement the policies stipulated in the City Comprehensive Land Use Plan. Accessory
uses include customary accessory uses of a residential nature, clearly incidental and subordinate to the
principal use, including guest houses or Adult Dwelling Units (ADU's), garages, in keeping with the residential
character of the area, all as permitted or prohibited pursuant to and consistent with the City's Land
Development Code in effect at the time of issuance of a Final Development Order for a building permit.
(b) Density: Residential Development Standards. The Owner/Developer agrees that
Development on the Residential property shall meet the following standards:
(1) Areas designated as "Very Low Density" shall accommodate up to three (3)
dwelling units per gross acre and shall be comprised of primarily single-family detached homes on individual
lots;
(2) Areas designated as "Low Density" shall accommodate a maximum Density of up
to five (5) dwelling units per gross acre and shall be comprised primarily of single family detached homes on
individual lots and attached residential homes;
(3) Areas designated as "Medium Density" shall accommodate a mixture of single-
family (detached and attached) residential housing, multi- family residential housing, and Compatible civic uses
and Open Space(s) at a maximum density of ten (10) Dwelling Units per gross acre. The Density of uses within
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this designation should be sensitive to adjacent neighborhoods to ensure appropriate transitions, buffers, and
Compatibility.
(4) Density on Residential property may be clustered or transferred from Residential
property to Residential property or Commercial property; provided, that the requirements of this Agreement are
not otherwise exceeded, all in an effort to provide Open Space or higher Density Development in certain areas
of the Real Property.
(c) Affordable Housinq. The Owner/Developer is encouraged to coordinate with non-profit
legal entities to further expand opportunities for Affordable Housing.
(d) Platting: Subdivision. Prior to commencement of construction, any Subdivision of the
Residential property shall be platted by and at the sole cost of the Owner/Developer pursuant to the City's
Land Development Codes in effect at the time of Subdivision.
Section 3.4. Industrial Land use Develooment.
(a) Uses. The purpose of the Industrial Land Use designation is to provide strategically located
sites for Industrial needs and requisite support services. The City's Industrial Land Use may be further
designated as Industrial (IND), or Heavy Industrial (HI), in order to support future economic Development and
job growth. The locations for IND and HI should be located with convenient access to major transportation
routes. New industrial locations shall ensure protection of environmentally sensitive lands, protected natural
resources, and Protected Species.
(1) Industrial (IND) - Land Use designation provides for limited manufacturing and
industrial uses which minimize the potential for any adverse impacts upon nearby properties which include:
Utilities; light manufacturing, assembling and distribution activities; warehousing, storage and wholesaling
activities; general commercial activities; aviation related industry, services and facilities; support services such
as night watchmen or custodian residential accessory uses; and other similar land uses which shall be
regulated through appropriate zoning procedures.
(2) Heavv Industrial (HI) - Land Uses are subject to additional protective measures
through appropriate zoning procedures. The City will establish separate HI district location criteria and
performance criteria that provide a greater separation from impacts to surrounding Land Uses. Uses permitted
in the HI district allow a broader range of uses that may have a greater impact on adjacent properties including:
sites which require large surface area, bulk storage facilities, logistic centers/ terminals; distribution centers;
warehousing, manufacturing and processing; green technologies and wholesale recycling operations; and
support services such as night watchmen or custodian residential accessory uses.
(b) Heicht: Intensity. The maximum height for all structures shall be thirty-five (35) feet, as
calculated pursuant to the Land Development Code in effect at the time of the issuance of a Final Development
Order. Subject always to the provisions of the Land Development Codes in effect at the time of the issuance of
a Final Development Order and notwithstanding any other provision in this Agreement, the maximum Intensity
of Industrial Use shall not exceed a 0.5 Floor Area Ratio.
(c) Location Standards.
(1) Industrial sites shall generally be allocated in areas accessible to arterial roads,
rail corridors, or near airport facilities and should be located in more sparsely Developed areas. New Industrial
Land Use areas shall also be located near an existing Compatible Land Use, separated from Residential
Tracts and Institutional Tracts. Where new Industrial Land Use Parcels are adjacent to environmentally
sensitive lands, protected natural resources, or Protect Species, appropriate buffers and other techniques shall
be used to ensure protection of such lands and resources from industrial Development.
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(2) The allocation of land resources for industrial Development shall be responsive
to the location and space requirements of Industrial Land Use activities and potential fiscal and environmental
impacts on the City. The location and distribution of Industrial Land Use shall be determined based on the
following considerations:
i. Trip generation characteristics and impact on existing and planned
transportation systems, including dependency on rail, air, or trucking for distribution of material and goods;
ii. Anticipated employment generation, floor area requirements, and market
area;
iii. Ability to meet established performance standards for preventing or
minimizing nuisance impacts, such as emission of air pollutants, glare, noise or odor, or generation of
hazardous by-products;
iv. Impact on established as well as anticipated future Development and natural
systems; and
V. Impact on existing and planned public services, Utilities, water resources, and
energy resources.
(3) The City shall prevent nuisance impacts frequently associated with Industrial
activities by maintaining performance standards in the Land Development Code for managing emission of
noise, air pollutants, odor, vibration, fire or explosive hazard, and glare.
(4) In addition to the performance standards identified above, the City shall establish
performance standards in the Land Development Code as it pertains to both Industrial and Heavy Industrial
districts which at a minimum address, but are not limited to, the following:
i. Allowable uses;
it. Land Use Compatibility, buffering and landscaping;
it. Access points, traffic controls, and packing;
iv. Signage;
V. Gross floor area, impervious surface ratios;
vi. Open space;
vii. Character of an area;
viii. Locational factors;
ix. Environmental impacts; and
X. Secondary containment and open air storage facilities.
(d) Platting; Subdivision. Prior to commencement of construction, Lots within any Industrial
Tract shall be Platted or Subdivided by and at the sole cost and expense of the Owner/Developer subject to
the Land Development Code, in effect at the time of the issuance of a Final Development Order.
Section 3.5. Institutional Land Use Development
(a) Uses. The Institutional Land Use designation is intended to accommodate existing
public and semi-public services including: governmental administration buildings; public schools, not -Tor -profit
educational institutions and charter schools; hospital facilities and supportive health care units; arts and cultural
or civic facilities; essential public services and facilities; cemeteries; fire and emergency operation facilities;
public and private parks and recreation areas; and Utilities.
(b) Height: Intensity. The maximum height for all structures shall be thirty-five (35) feet, as
calculated pursuant to the Land Development Code, in effect at the time of the issuance of a Final
Development Order. Subject always to the provisions of the Land Development Code, in effect at the time of
the issuance of a Final Development Order and notwithstanding any other provision in this Agreement, the
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maximum Intensity of this designation is floor area ratio of 0.6. The location, scale, timing, and design of
necessary public and semi- public services and Utilities shall be closely coordinated with Development
activities in order to promote more effective and efficient delivery of requisite services and Utilities. The City
shall maintain and enforce appropriate standards and specifications for the design and construction of public
and semi-public services in order to promote cost effectiveness and quality control consistent with all
applicable federal, state, regional, and local standards.
(c) Platting: Subdivision. Prior to commencement of construction, Lots, or Parcels of the
Real Property within any Institutional portion of the Real Property shall be Platted or Subdivided by and at the
sole cost and expense of the Owner/Developer subject to the Land Development Code in effect at the time of
the issuance of a Final Development Order.
Section 3.6. Reservations or Dedications of Land for Public Purposes.
(a) Reservation or Dedications. Except as otherwise set forth below, reservations or
dedications of portions of the Real Property shall comply with the Subdivision regulations set forth in the City's
or County's Land Development Code, as applicable, effective at the time of Site Plan approval for a given
portion of the Real Property Development. All dedications or conveyances of road Right of Way, Stormwater
Management Systems, water and sewer lines and lift stations, and other Infrastructure, to the City, County, or
other governmental entity, shall, at the time of dedication or conveyance, be free and clear of all mortgages,
liens, and encumbrances and shall only be required by and at the time of Development.
(b) Roadways: Public Riahts of Way.
(1) To the extent required for the Development and at the time of Development, the
Real Property Development area will include connections to County Road 510, 82n° Avenue, and 69" Street
right of way and roadways shall be Developed as permitted and consistent with Chapter 14-97, Florida
Administrative Code.
(2) To the extent required for the Development, the aforementioned connections to
County Road 510, 82nd Avenue, 69th Street, and the existing City and area road network, will all be made at
time of Development and at the sole cost and expense of the Owner/Developer, and at no cost to the County,
the City, or any other governmental entity. The City may require that traffic islands for signage, safety, or
aesthetics within these public access Rights of Way which shall be dedicated or conveyed to the City, or other
appropriate governmental entity.
(3) The City acknowledges its intention, in good faith, to:
I. Coordinate the pro-rata funding of interchange, bridge crossings, or roadways
with the Developers or owners of adjacent land, when such land is benefited by those improvements; and
ii. Implement, when possible and agreeable with other land Developers or
owners a "cost recovery" program for Utilities under the County's or the City's operation and control.
(c) Nothing in this Agreement shall prevent the Owner, its heirs, successors, and assigns from
receiving impact fee credits or other compensation for any conveyance of land or for any provision of public
infrastructure to the City, County, or other local government entity to the extent such conveyance of land or
provision of public infrastructure exceeds the impacts created by the Development of the Real Property, and
provided the City, County, or other governmental entity assesses impact fees for such infrastructure now or in
the future.
(d) Transmission. Distribution Svstem. To the extent required by the Development and at the time
of Development, the Owner/Developer of each portion of the Real Property will at the time of Development be
responsible at its sole cost and expense for the installation of, connection to, or disconnection from,
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pressurized Wastewater treatment, gravity Wastewater, pressurized potable water, and pressurized County
reuse pipes, tees, bends, valves, joints, laterals, pumps, and other appurtenances (hereinafter: "Facilities")
and for the transmission of sewage, potable water, reuse water, or Stormwater. Said Facilities shall be
capable of operation and maintenance for a term of years as required at the time of installation by the County.
Said Facilities shall be conveyed to the County or the City, as directed by the City, on a schedule to be
Developed by the City in consultation with the County.
(a) Over -sizing of Utility Public Facilities. The City or the County shall have the right to require, and
the Owner/Developer accepts the responsibility of providing at its expense, oversized Utility Public Facilities,
including but not limited to potable water, Wastewater Treatment, Stormwater Management System, and water
reuse, all to serve additional properties on -site or off -site of the Real Property; provided that a mutually
agreeable cost recovery system can be put in place to reimburse the Owner/Developer for the over -sizing of
the Utility Public Facilities.
ARTICLE IV
ENFORCED DELAY. DEFAULT. REMEDIES AND TERMINATION
Section 4.1. Enforcement as Permitted by Statute. This Agreement is enforceable by any party to
this Agreement. Parties to this Agreement, and their successors, heirs, assigns and any Developer shall
enforce this Agreement as provided in Section 4.3.
Section 4.2. Institution of Least Action. In addition to any other rights or remedies, any party hereto,
or their successors and assigns, may institute legal action to cure, correct or remedy any default, to enforce
any covenants or agreements herein, or to enjoin any threatened or attempted violation thereof; to recover
damages for any default; or to obtain any remedies consistent with the purpose of this Agreement. This
Agreement and each provision hereof section shall not be interpreted as a pledge of ad valorem tax or other
revenues. Parties to this Agreement, and their successors, heirs, and assigns, shall enforce this Agreement as
provided in Section 4.3.
Section 4.3. Enforcement by anv Partv to this Agreement.
(a) Notice of Default: Riaht to Cure. In the event of default by any Party to this Agreement,
or said Party's heirs, successors and assigns, with regard to this Agreement or of any of its terms or
conditions, the Party alleging such default or breach shall give the breaching Party not less than sixty (60)
days' Notice of Default in writing in the manner provided for giving notice as set forth in Section 6.5. The time
of notice shall be measured from the date of certified mailing. The Notice -of Default shall specify the nature of
the alleged default, and, where appropriate, the manner and period of time in which said default may be
satisfactorily cured. During any period for curing the default, the party charged shall not be considered in
default for the purposes of termination or institution of legal proceedings. If the default is cured, then no default
shall exist, and the noticing party shall take no further action.
(b) Option to Institute Leppi Proceedings. After proper notice and the expiration of said
period to cure default, the noticing party to this Agreement, at its option, may institute a legal proceeding, if the
default has not been cured.
(c) Waiver. Failure or delay in giving Notice of Default or seeking enforcement of this
Agreement shall not constitute a waiver of any default. Except as otherwise expressly provided in this
Agreement, any failure or delay by another party in asserting any of its rights or remedies as to any default
shall not operate as a waiver of any default or of any such rights or remedies or deprive such party of its right
to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
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(d) Violation. In the event of violation of this Agreement by the Owner, the Developer, or
any of their heirs, successors or assigns, the City shall have the right to refuse to issue further building permits,
Final Development Orders, or certificates of occupancy or certificates of completion, all as the case may be,
limited as to that phase of Development, or Plat of that phase of the Development where the violation is
applicable, all until such time and event as all such violation(s) are corrected and that phase of Development of
the Real Property is brought into compliance with this Agreement, applicable law, ordinances, resolutions, and
the Land Development Code. The City shall be required to notice the violator with a notice of the nature of the
violation and afford a reasonable period to cure the violation(s) before withholding building permits, Final
Development Orders, or certificates of occupancy or certificates of completion relating to the phase of
Development and not to the violation itself. The City is authorized by this Agreement to use any form of code
enforcement to assure conformance with this Agreement.
ARTICLE V
ENCUMBRANCES AND RELEASES ON REAL PROPERTY
Section 5.1. Discretion to Encumber. The parties hereto agree that this Agreement shall not prevent
or limit the Owner or a Developer in any manner at said individual's sole discretion, from encumbering the Real
Property or any portion of any improvement thereon by any mortgage or other security device securing
financing with respect to the same; provided, that said mortgage or other security device shall be released or
satisfied as to said property prior to or simultaneous with its conveyance or dedication to the City or an
incorporated property owner's, homeowner's or condominium association. The City acknowledges that the
lenders' providing such financing may require certain modifications, and the City agrees, upon request, from
time to time, to meet with the Owner or a Developer and/or representatives of such lenders to negotiate in
good faith any such request for modification; provided, that this Agreement shall not require the City's
acquiescence to any action or resolution of a dispute or claim. Any mortgages or beneficiaries of a security
instrument shall be entitled to the rights and privileges set forth in this article.
Section 5.2. Entitlement to Written Notice of Default. The holder of a mortgage or other security
interest, and their successors and assigns, encumbering the Real Property, or any part thereof, which
individual, successor or assign, has requested in writing to the City, shall be entitled to receive written
notification from the City of any default by Owner or a Developer in the performance of said individual's
obligations under this Agreement which obligations are not cured within thirty (30) days; provided, that the
failure to give said notice shall not waive any default of, or action to enforce, this Agreement by the City.
Section 5.3. Property Subiect to Pro Rate Claims. Any mortgagee or holder of a security interest
who comes into possession of the Real Property, or any part thereof, pursuant to foreclosure of mortgages or
other security interest or deed in lieu of such foreclosure, shall take or foreclose upon the Real Property, or any
part thereof, subject to this Agreement and to any pro rate claims for payments or charges by the City against
the Real Property, or any part thereof, secured by such mortgage or other security device which accrued prior
to the time such mortgage or holder of a security interest comes into possession of the Real Property or part
thereof.
Section 5.4. Release. The City hereby covenants and agrees that upon payment of all fees required
under this Agreement with respect to the Real Property, or any portion thereof, and performance of obligations
relating thereto (including completion of performance of continuing obligations), by the Owner upon request by
the Owner, the City shall consider execution and delivery to Clerk of the Court of any appropriate release(s) of
further obligations as to a particular and affected portion of the Real Property in forth and substance
acceptable to the Clerk of the Court, or as may otherwise be necessary to effect such release; provided, that
the foregoing provision shall not require the City to release any provision of this Agreement from use, density,
Intensity, type of Development, or other requirements of this Agreement. This section shall not be terminated
upon the termination or release of this Agreement with regard to any portion of the Real Property.
Sebastian/Annexation 18.Agt Final CLEAN
ARTICLE VI
02/08/2023
18
MISCELLANEOUS PROVISIONS
Section 6.1. Drafters of Aareement. The Owner, for itself, or their heirs, successors, and any
Developers, and the City, each were represented by or afforded the opportunity for representation by legal
counsel and participated in the drafting of this Agreement and in the choice of wording hereof. Consequently,
no provision hereof should be more strongly construed against any arty as drafter of this Agreement. Should
any action be brought in any court of competent jurisdiction by any of the Parties to this Agreement, including
the Owner or a Developer, or its of their respective successors, assigns, or heirs, each Party shall bear its own
attorney's and paralegal's fees and costs in connection with such litigation or an appeal any such litigation
decision.
Section 6.2. Covenants Runnina With the Land. It is the intention of the Owner of the Real Property
and the City, that this Agreement shall constitute covenants running with the land and with title to the Real
Property, or as equitable servitudes upon the land, as the case may be. The burdens of this Agreement shall
bind and the benefits of this Agreement shall inure to, the Parties hereto and all successors in interest to the
Parties to this Agreement. Such covenants shall expire upon termination of this Agreement.
Section 6.3. Conveyance. The Owner shall give to the City written notice at least sixty (60) days
prior to the sale, assignment or transfer of the Real Property or any portion of the Real Property consisting of at
least two (2) acres or more. Dedication, assignment, sale, or conveyancing of a portion of the Real Property
to the City shall constitute the sale, assignment or transfer of a portion of the Real Property.
Section 6.4. Indemnification. The Owner and its successors in interest in ownership of any
portion of the Real Property ("Subsequent Owners"), shall indemnify, defend and hold harmless the City,
and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but
not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Owner or Subsequent Owners in the performance of this Agreement. However, such
indemnification shall not include claims of or damages resulting from, negligence or gross negligence, or willful,
wanton or intentional misconduct of the City or its officers, directors, agents or employees, acting in their
official capacity. Such indemnification shall not be required to the extent or percentage of negligence of the
City or its officers, directors, agents or employees, acting in their official capacity. Upon request of the City, the
Owner or Subsequent Owners, shall, at no cost or expense to the City, indemnify and hold the City harmless of
any suit asserting a claim for any loss, damage or liability specked above, and the Owner or Subsequent
Owners, shall pay any cost and reasonable attorneys' fees that may be incurred by the City in connection with
any such claim or suit or in enforcing the indemnity granted above. Notwithstanding the foregoing or any other
provisions of this Agreement, Graves Brothers Company's indemnification of the City and holding the City
harmless shall apply only to the extent of Graves Brothers Company's ownership interest in the Real Property
at the time a claim arises or accrues against the City; shall terminate as to Graves Brothers Company's, for
any portion of the Real Property not owned by Graves Brothers Company's when the claim arises or accrues;
and shall terminate at the time a particular person or legal entity no longer owns any portion of the Real
Property. Nothing in this Agreement shall be construed as the City waiving its sovereign immunity pursuant to
768.28, at seq., Florida Statutes, or any other sovereign or governmental immunity. This section shall survive
the termination of this agreement.
Section 6.5. Notices. All notices, demands and correspondence required or provided for under this
Agreement shall be in writing and delivered in person or dispatched by certified U.S. mail, postage prepaid,
return receipt requested or by a nationally recognized overnight courier (e.g. — Federal Express, United States
Postal Service, United Parcel Service, etc.). Notice required to be given shall be addressed as follows:
CITY: City Manager
City of Sebastian
1225 Main Street
Sebastian/Annexation 18.Agt Final CLEAN
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19
Sebastian, Florida 32958
With a copy to
City Attorney
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
OWNER: Jeff Bass, President
Graves Brothers Company
2770 Indian River Blvd. — Suite 201
Vero Beach, FL 329604230
Notice is presumed to have been given on the date hand delivered, 24 hours after deposit with a recognized
overnight courier, or five (5) days after deposited in the U.S. mail. A party may unilaterally change its address
or addressee by giving notice in writing to the other party as provided in this section. Thereafter, notices,
demands and other pertinent correspondence shall be addressed and transmitted to the new address and/or
addressee.
Section 6.6. Aoolicability of Ordinances and Resolutions of Citv to Aareement
(a) The ordinances, resolutions, and Land Development Code of the City, governing the
Development of the Real Property shall continue to govern the Development of the Real Property, except as
otherwise provided herein. At the termination of this Agreement or termination of this Agreement as to a
portion of the Real Property, all then existing City Land Development Code shall become applicable to the
Development of the Real Property. Except as otherwise specifically set forth herein, no fee (including the
existence or lack thereof) fee structure, amount computation method or fee amount, including any Impact
Fees, then in existence or hereafter imposed, shall be vested by virtue of this Agreement.
(b) In the event that state or federal laws are enacted after the approval, effectiveness, or
execution of this Agreement which are applicable to and preclude the parties' compliance with the terms of this
Agreement, such Agreement may be modified or revoked as is necessary to comply with the relevant state or
federal laws. The City shall cooperate with the Owner in the securing of any permits which may be required as
a result of such modifications.
Section 6.7. Rules of Construction. The singular includes the plural; the masculine gender includes
the feminine; "shall" is mandatory, and 'may" is permissive. If there is more than one signer of this Agreement
their obligations are joint and several. The time limits set forth in this Agreement may be extended by mutual
consent of the parties in accordance with the procedures for adoption of an agreement. If for any reason a
specific provision herein conflicts with a City Land Development Code, in effect at the time of issuance of a
Final Development Order applicable to a portion of the Real Property, the specific provision herein shall
prevail. Use of the term "Owner" or "Developer" means and refers to the Owner and/or the Developer, their
successors, heirs, assigns, of any portion of or all of the Real Property.
Section 6.8. Severability. The parties hereto agree that the provisions of this Agreement are
severable. If any provision of this Agreement is held invalid or unconstitutional for any reason, the remainder
of this Agreement shall be effective and shall remain in full force and effect, unless amended or modified by
mutual consent of the parties.
Section 6.9. Entire Agreement. Waivers. and Amendments.
Sebastian/Annexation 18.Agt Final CLEAN
02/08/2023
go
(a) This Agreement constitutes the entire understanding and agreement of the parties. This
Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all
negotiation or previous agreements between the parties with respect to all or any part of the subject matter
hereof. All waivers or releases of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the party waiving or releasing the provisions hereof or performance hereunder.
(b) All amendments hereto must be in writing signed by the appropriate authorities in a form
suitable for recording in the Public Records of Indian River County.
(c) The Owner hereby agrees to pay for any costs of recordation or filing of this Agreement,
or any amendment hereto, in the Public Records of Indian River County, Florida, or with the State of Florida,
Department of Economic Opportunity. The recorded original of this Agreement or any amendment hereto,
shall be returned to the City for filing in its records to be kept with the City Clerk.
Section 6.10. Interoretation: Venue.
(a) With regard to any lawsuit against the City, the County, the Owner, or the Developer of
any portion of the Real Property, this Agreement is subject to the home venue provision. The exclusive
jurisdiction and venue for litigation surrounding this Agreement or its validity shall be properly located in the
W judicial circuit of the State of Florida in and for Indian River County or the U.S. District Court, Southern
District of Florida, in and for Indian River County, all as said jurisdiction boundaries may be amended from time
to time.
(b) This section shall survive the termination of all or part of this Agreement.
Section 6.11. Termination of Previous Annexation Aoreement: Previous Understandinas.
(a) The Annexation Agreement between the Owner and the City recorded on August 29,
2019, in Official Records Book 3234, Page 1731, Public Records of Indian River County, Florida, be and the
same is hereby terminated.
(b) All previous understandings, whether oral or in writing prior to the Effective Date of this
Agreement and not included in this Agreement, be and the same are hereby declared to be of no effect.
Section 6.12. Effective Date: Duration of Aareement.
(a) The Effective Date shall be the date upon which this Agreement has approved and
executed by the Owner of the Real Property and the City and recorded in the Public Records of Indian River
County, Florida. The Effective Dale of any amendment to this Agreement shall be the date upon which said
amendment to this Agreement has approved and executed by the Owner of the portion of the Real Property
subject to the amendment and by the City and recorded in the Public Records of Indian River County, Florida.
(b) Unless earlier terminated as otherwise provided in this Agreement, this Agreement shall
terminate on September 30, 2043.
......»...........»..,..»........»NOTHING FURTHER***************...
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first
above written.
Signed, sealed and delivered
In the presence of. OWNER:
Sebastian/Annexation 18.Agt Final CLEAN
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21
Sign Q _ S
Print Nam : , 1 A d,5
Addres�: a36 to CDurFour+
V21OlSaiich Cl.,%3�1b'1
Sign: bldAlMt.. ii.
Print Name: Ad ✓1, NW,�ef4 < Yid
Address: it oo-T iCAV f
A'r io3 Frf t It zl FL 741Y)
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
GRAVES BROTHERS COMPANY,
a Florida Corporation
Bv'
Jeff E. Bass, its President
Address: 2770 Indian River Blvd. —
Suite 201, Vero Beach, FL 3296OA230
(CORPORATE SEAL)
SS:
The foregoing instrument was, acknowledged before me by means of physical presence or online
notarization, this c;0 day of MaA _, 2023, by Jeff E. Bass, as President of Graves Brothers Company, a
Florida Corporation, on behalf of the corporation. He is personally known to me or has produced
as identification.
APRIL A. EDM0 1
S MYCOAOGSSION YGG9)56J5
Sign 1--%i�
C_17tI� ,-)CLS
Note Public
State of Florida at Large
My Commission Expires:
Print Name:,% Q. �.r✓�ei5t.15
CITY:
CITY OF SEBASTIAN, a Florida
Print Name -
Address � as Municipal Corporation
Address: `COL i lrrtn,k r4, &,-4,A,
Sebastian/Annexation 18.Agt Final CLEAN
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22
..._._._ __..
Sign
Print Name: Frederick B. Jones
Address: 1225 Main Street
Sebastian, FL 32958
ATTEST:
L�GiMR�r i.ULA( (r n,q
anette Williams, MMC
ty Clerk
STATE OF FLORIDA )
) SS:
COUNTY OF INDIAN RIVER )
ey:
aul E. arlisle, its Clty Manager
Address: 1225 Main Street
Sebastian, FL 32958
(CITY SEAL)
The foregoing instrument was a knowledged before me by means of _If" physical presence, or _ online
notarization, this dL day of _, 2023, by Paul E. Carlisle, as City Manager of the City of
Sebastian, Florida, a Florida mumapal corporation, on behalf of the corporation. He is personally known to me
or has produced as identification.
Sebastian/Annexation 18.Agt Final CLEAN
I r'�A-�ud'iC ` GAL` "
State of Florida at Large
My Commission Expires:
Print Name:
... ., WDRLELrnuuaat
Camn d�y M2250W
Evia.AAR/M.
t015
. ... `•eemfelThvi /r��.o Wxsroif
02/08/2023
23
tun
S
HOME OF PELICAN ISLAND
CITY COUNCIL AGENDA TRANSMITTAL
Council Meetime Date: March 22, 2023
Aeenda Item Title: Graves Brothers Company Annexation Agreement — Resolution R-22-34
Recommendation: Consideration of Resolution R-22-34
Backeround: In accordance with Florida Statute 171.044, Voluntary Annexation and the City of
Sebastian Comprehensive Plan; the property owners, Grave Brothers Company, have requested a voluntary
annexation into the City of Sebastian. The subject property consist of 2044.3 acres, more or less, located south of
the north boundary of County Road 510 ROW, west of lands adjacent to the 74i° Ave ROW, north of 69s' Street
ROW, and east of 9& Ave ROW. The subject property is currently vacant agricultural land in unincorporated
Indian River County, contiguous to the existing corporate limits and boundaries of the City of Sebastian. The
proposed development lies adjacent to and contiguous with the service boundary for municipal services and
applicant has provided a Public Facilities Statement.
An Annexation Agreement (Agreement) attached, has been negotiated between the City of Sebastian and Graves
Brothers Company, the property owner. The Agreement will be presented for adoption under Resolution R-22-34.
Adoption of 0-22-07 shall be subject to approval of R-22-34 and execution by all parties of the Annexation
Agreement.
The applicant has requested a Mixed Use (MU) land use designation consistent with the City's adopted
Comprehensive Plan 2040. A Mixed Use land use was recommended by the Treasure Coast Regional Planning
Council (TCRPC), the Florida Department of Economic Opportunity (FDEO), the City's Land Planning Agency
and local stakeholders. This land use was adopted by the City Council in order to achieve a balance within the
growing community by providing the opportunity for future development that would lessen impacts on the City
Center and existing infrastructure. A mix of land uses within a designated development provides area for
economic centers for job growth and commerce, and generally includes a mix of higher density to increase
affordability and improve accessibility.
The applicant does not have a proposed development plan for the subject property at this time. Additional
information regarding the future use of the property will be presented during the zoning amendment and land
development process. However, language has been included within the Agreement, and subsequent
Comprehensive Plan text amendment, which ensures that a coordinated, compatible mix of uses is part of the
master planned design.
The Development of the Real Property shall be Master Planned as a PUD on a minimum of 400 acre parcels. A
range of Mixed Uses consisting of 60%-80% Residential Land Use categories shall be balanced with a mixture of
non-residential Land Use categories with a range of 20% -40%. During the PUD process, the acreage within the
PUD shall be a mix of uses including Residential, Institutional, Commercial and Industrial. The Residential Land
Use on the Real Property shall include a target mix of 40% Medium Density, 40% Low Density and 20% Very
Low Density for the purposes of calculating permissible density. Densities may be transferred within each PUD
parcel or outside to other PUDs within the Real Property provided the Residential Land Use range is not exceeded
on the Real Property. Tbere shall be a minimum 50% Open Space requirement for the Residential property. Non-
residential Land Uses may include up to 25% Multifamily Residential Uses. Notwithstanding any other provision
in this Agreement, the Density permitted on the Real Property shall be the allowable destiny per the limiting
factors as furtber defined in this Agreement and in the City's Land Development Code and Comprehensive Plan
Site Specific Policy 1-1.7.1.
Attachment:
1. Annexation Agreement
2. Resolution R-22-34
Administrative Services Dep�artm,ye�t'Review: � �
City Attorney Review: •tlG�7 DDD
Procurement Division R iew, it plicable: f}
City Manager Authorization: J �%
Date: �//71X3
RESOLUTION NO. R-22-34
A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER
COUNTY, FLORIDA, PROVIDING FOR AN ANNEXATION
AGREEMENT BETWEEN THE CITY OF SEBASTIAN, FLORIDA, A
FLORIDA MUNICIPAL CORPORATION AND THE GRAVES
BROTHERS COMPANY TO MEMORIALIZE THE PARTIES
UNDERSTANDING AND AGREEMENTS WITH RESPECT TO THE
ANNEXATION OF 2044 ACRES, MORE OR LESS, INTO THE CITY,
AND WITH RESPECT TO THE FUTURE DEVELOPMENT AND USE
OF THE PROPERTY. PROVIDING FOR CONFLICT; PROVIDING
FOR RECORDING; PROVIDING FOR SCRIVENER'S ERRORS; AND
AN EFFECTIVE DATE.
WHEREAS, the owners, Graves Brothers Company, of real property in unincorporated
Indian River County, contiguous to the existing corporate limits and boundaries of the City of
Sebastian, and being reasonably compact, petitions the governing body of the City of Sebastian
to be voluntarily annexed into the municipality; and
WHEREAS, the City of Sebastian City Council has found and determined that it is in the
City's best interest by annexing the 2044.3 acres, more or less, into its municipal boundaries and
by entering into this Annexation Agreement, attached hereto as Exhibit A. Each party affirms
that development of the property will be in accordance with the Future Land Use Map, City's
Comprehensive Plan and Land Development Code; and
WHEREAS, the Agreement allows for the property to develop with a mixed used plan,
providing for commercial, residential and affordable housing; and
WHEREAS, an Annexation Agreement has been negotiated between City of Sebastian
and Graves Brothers Company, and presented for adoption under this Resolution R-22-34.
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF SEBASTIAN, FLORIDA, AS FOLLOWS:
Section 1. The City Council of the City of Sebastian recognizes the need to annex
properties to ensure viability and managed growth in and around the City.
Section 2. The attached Annexation Agreement is in the best interest of the citizens of
Sebastian.
Section 3. CONFLICT. All resolutions or parts of resolutions in conflict herewith are
hereby repealed.
Section 4. RECORDING. This Resolution and Annexation Agreement shall be
recorded in the public records of Indian River County.
Section 5. SCRIVENER'S ERRORS. Sections of this resolution may be renumbered
or re -lettered and corrections of typographical errors which do not affect the intent may be
authorized by the City Manager, or the City Manager's designee, without need of further action
of the City Council by filing a corrected copy of same with the City Clerk.
Section 6. EFFECTIVE DATE. This resolution shall be become effective upon
adoption.
The forgoing Resolution was moved for adoption by Council Member
Nurm . The motion was seconded by Council Member McPartlan and,
upon being put to a vote, the vote was as follows:
Mayor Fred Jones aye
Vice Mayor Chris Nunn aye
Council Member Kelly Dixon aye
Council Member Ed Dodd aye
Council Member Bob McPartlan aye
The Mayor thereupon declared this Resolution duly passed and adopted this 8th day of
February 2023.
ATTEST:
1e William , MMC
ity Clerk
CITY OF SEBASTIAN, FLORIDA
By --
Mayor Fred Jones
Approved as to Form and Content for
Reliance by City of S ian y
Man)iy Ano? City Atto 6
THIS INSTRUMENT RETURNS TO:
Jeanette Williams, MMC, City Clerk
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
THIS INSTRUMENT PREPARED BY
Paul R. Gougelman, III, Esq. Manny Anon, Jr., City Attorney
Weiss Serota Helfman Cole & Bierman, P.L. City of Sebastian
200 East Broward Blvd. - 19th Floor 1225 Main Street
Ft. Lauderdale, FL 33301 Sebastian, FL 32958
Property Appraiser's Identification #
31-38-36-000001.0000000-7.0
31-38-36-000001-000000-10.0
31-38-36-000007-0000000-1.0
31-38-36-000007-0000000-2.0
31-38-36-000003-0000000-1.0
31-38-36-000003-0000000-2.0
31-38-36-000003-0000000-3.0
31-38-36-000003-0000000-4.0
31-38-36-000005-0000000-1.0
31-38-36-000005-0000000-2.0
31-38-36-000005-0000000-3.0
31-38-36-000007-0000000-3.0
31-38-36-000007-00000004.0
32-38-01-000001-0000000-1.0
32-38-01-000001-0000000-3.0
32-38-01-000003-00000004.0
32-38-01-000005-0000000-3.0
32-38-01-000005-00000004.0
32-38-01-000007-0000000-1.0
32-38-01-000007-0000000-3.0
32-38-01-000001-0000000-2.0
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31-38-36-000001-0000000-7.0
31-38-36-000001-000000-10.0
31-38-36-000003-0000000-2.0
31-38-36-000003-0000000-3.0
31-38-36-000003-00000004.0
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31-38-35-000001 -0000000-1. 0
31-38-35-000001-0000000-2.0
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32-38-02-000003-0000000-1.0
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31-38-35-000007-0000000-3.1
32-38-02-000001-0000000-1.0
32-38-02-000001-0000000-2.0
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32-38-01-000003-0000000-3.0
31-38-36-000007-0000000-3.0
31-38-36-000007-0000000-2.0
31-38-36-000005-0000000-1.0
Sebastian/Annexation 18.Agt Final CLEAN 02/0812023
ANNEXATION AGREEMENT
FOR
GRAVES BROTHERS COMPANY
THIS AGREEMENT is made and entered into this day 8 of February , 2023, by
Graves Brothers Company, a Florida Corporation, whose address is 2770 Indian River Blvd., Suite 201, Vero
Beach, FL 32960-4230; and the City of Sebastian, a Florida Municipal Corporation (hereinafter: the "City"),
whose address is 1225 Main Street, Sebastian, Florida 32958.
RECITALS:
WHEREAS, the City of Sebastian, a Florida Municipal Corporation, is specifically authorized pursuant
to Section 171.044, Florida Statutes (2022), to annex land upon the petition of the property owner; and
WHEREAS, Graves Brothers Company, a Florida Corporation, has petitioned the City for voluntary
annexation of the Real Property; and
WHEREAS, Graves Brothers Company, a Florida Corporation, hereby affirms that the Real Property
meets all requirements for annexation pursuant to the aforesaid Section 171.044, Florida Statutes (2022) and
as otherwise set forth in Florida law and the City's Codes and Ordinances, for the voluntary annexation of real
property; and
WHEREAS, Graves Brothers Company, a Florida Corporation,. and the City desire to set forth certain
understandings with regard to the proposed use of the Real Property upon annexation, and based thereon, the
parties hereto desire to enter into this Annexation Agreement; and
WHEREAS, the City further enters into this Agreement pursuant to its Charter and home rule powers
pursuant to Article Vill, Section 2, Florida Constitution of 1968 and Section 166.021, Florida Statutes; and
WHEREAS, Graves Brothers Company, a Florida Corporation, legally incorporated by the Secretary of
State, State of Florida, which corporate charter and standing with the State of Florida is current active, and in
good standing, as a Florida for -profit corporation; and
WHEREAS, Graves Brothers Company, a Florida Corporation, is authorized by Chapter 607, Florida
Statutes, and its charter, articles of incorporation, and by-laws to execute this Agreement; and
WHEREAS, Graves Brothers Company, a Florida Corporation, by execution of this Agreement hereby
affirms, warrants to, and affirms the City that it has taken all requisite corporate action to approve the execution
of this Agreement; and
WHEREAS, at the time of execution of this un-amended, base document Agreement, Graves Brothers
Company, a Florida Corporation, was and is the legal Owner of certain Real Property (the "Real Property")
located in Indian River County, Florida, which Real Property is the subject matter of this Agreement; and
WHEREAS, Graves Brothers Company, a Florida Corporation, hereby affirms, warrants to, and
assures the City that it has legal marketable title in fee simple to the Real Property has lawful authority to
petition for the voluntary annexation of the property set forth herein and desires to annex the Real Property into
the municipal boundaries of the City; and
WHEREAS, said Real Property constitutes 2,044.3 +/- annexed acres of property within the Southwest
area of the City of Sebastian which is reasonably compact and contiguous to the municipal boundary of the
City, and will not result in the creation of enclaves; and
Sebastian/Annexation 18.Agt Final CLEAN 02/08/2023
WHEREAS, the parties desire to enter into this Agreement relating to the annexation of the Real
Property in order to achieve the Development of the Real Property permitted under Article III of this Agreement
and all in the promotion of the public health, safety, welfare, economic order, and aesthetics of the City; and
WHEREAS, this Agreement has been found to be consistent with the City's Comprehensive Plan and
amendments pending adoption thereto; and
WHEREAS, on February 08, 2023, the City Council of the City of Sebastian adopted Ordinance No. 0-
22-07 approving this Agreement and directing the City Manager to execute this Agreement as provided in
Section 3.04(g) of the Charter of the City of Sebastian; and
WHEREAS, it is the intent of the parties hereto to Develop the Real Property based on the terms of this
Agreement; and
WHEREAS, all parties hereto have, without duress, voluntarily entered into this Agreement.
NOW, THEREFORE, in consideration of TEN and 00/100 Dollars ($10.00) and certain other valuable
considerations, each to the other paid in hand, the sufficiency and receipt all of which be and the same is
hereby acknowledged, the parties desiring to be legally bound hereby agree as follows:
ARTICLE 1
RECITALS: DEFINITIONS
Section 1.1. Recitals: Properties Subject to Agreement. The Real Property shall be held,
transferred, sold, conveyed, occupied, annexed, and Developed subject to this Agreement. Each and all of the
foregoing recitals (the "WHEREAS" clauses above) are hereby declared to be true and correct and are
incorporated herein.
Section 1.2. Definitions. In this Agreement, unless the context otherwise indicates, the terms set
forth below are defined as follows:
(a) "Affordable Housing" as defined by the Federal Department of Housing and Urban
Development (HUD) and Chapter 420, Florida Statutes, means that monthly rents or monthly mortgage
payments including taxes, insurance, and Utilities do not exceed 30 percent of the amount which represents
the percentage of the median adjusted gross annual income for the households.
(b) "Agreement" means and refers to this Annexation Agreement and as the same may be
amended from time to time.
(c) "City" means and refers to the City of Sebastian, a Florida Municipal Corporation.
(d) "Commercial Use" means the portions of the Real Property intended to be Developed
with professional Office or retail Commercial Development as provided in the Land Development Code. There
may be one or more Commercial Parcels which are predominantly connected with the sale, rental and
distribution of products, or performance of services.
(a) "Compatibility" or "Compatible" is defined as the characteristics of different uses or
activities or design which allow them to be located near or adjacent to each other. Some elements affecting
compatibility include the following: height; scale; mass and bulk of structures; pedestrian or vehicular traffic,
circulation, access and parking impacts; landscaping; lighting; noise; odor; and architectural style.
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Compatibility does not mean "the same as." Rather, it refers to the sensitivity of Development proposals in
maintaining the character of existing Development.
(1) "Concurrency" is the legal requirement that specified Public Facilities (recreation and
Open Space, potable water, reuse water, sanitary sewer or Wastewater, solid waste, Stormwater Management
System, and transportation) be provided for, by an entity to an adopted Level of Service.
(g) "Conservation" refers to environmentally sensitive areas that reserves and restricts
Development on those lands in order to protect the environmentally sensitive lands.
(h) "Consistent with the Comprehensive Plan" means a condition in which Land Uses or
conditions can co -exist in relative proximity to each other in a stable fashion over time such that no use or
condition is unduly negatively impacted directly or indirectly by another use or condition. A Development shall
be consistent with the comprehensive plan if the Land Uses, densities or intensities, and other aspects of
Development permitted by such order or regulation are Compatible with and substantially further the policies,
Land Uses, densities or intensities, capacity or size, timing, and other aspects of the Development in the
comprehensive plan, and if it meets all other criteria enumerated by the City, including the Land Development
Codes in effect at the time of issuance of a Final Development Order. See §§163.3164 and 163.3194, Fla.
Stat.
Florida.
land
(i) "County" means and refers to Indian River County, a political subdivision of the State of
Q) "Density" is used as a measurement of the number of Dwelling Units per gross acre of
(k) "Developer" is one who actually Develops, or has the right to Develop, any portion of the
Real Property regardless of size. A Developer may also be an Owner of all or a portion of the Real Property.
(1) "Development" or to "Develop" means and is defined as set forth in Sections 163.3164
and 380.04, Florida Statutes, as amended, or superseded, from time to time, which is set forth below. The
construction, reconstruction, conversion, structural alteration, relocation or enlargement of any structure; the
making of any material change in the use or appearance of any structure or land, or the dividing of land into
three or more parcels; any mining, excavation, landfill or land disturbance; and any nonagricultural use or
extension of the use of land, are all activities included within the terms "Development" or to "Develop." The
term "Development or to "Develop" includes redevelopment. The term "Development" or to "Develop" shall
include construction within any public Right of Way that is dedicated, conveyed, or proposed to be conveyed or
dedicated to the public or to a governmental entity. "Development" shall be the planned or actual act of placing
Development on the land, consistent with City Code and Florida Statutes.
(m) "Development Order' means any order granting, denying, or granting with conditions an
application for a Development Permit. See §163.3164, Fla. Stat.
(n) "Development Permit" includes any building permit, zoning permit, subdivision approval,
rezoning, certification, special exception, conditional use, variance, or any other official action of local
government having the effect of permitting the Development of land. See §163.3164, Fla. Stat.
(o) "Dwelling Unit" is a room or group of rooms forming a single independent habitable unit
used for or intended to be used for living, sleeping, sanitation, cooking and eating purposes by one (1) family
only; for owner occupancy or for rental, lease or other occupancy and containing independent kitchen, sanitary
and sleeping facilities. A Dwelling Unit per gross acre is also a measure of Density.
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(p) "Final Development Order" means the issuance of a Development Order for a Site Plan
or in the case of a Residential Use for Single -Family Dwellings, a Development Order for a final Plat. In certain
cases as specifically stated in this Agreement, a Final Development Order may mean a building permit to
commence construction of a structure or building.
(q) "Floor Area Ratio" or "FAR" is a measurement of non-residential Development which
represents the gross floor area of all buildings, structures, or similar as compared to the total area of the
property on which it is located. The Floor Area Ratio is a fraction, the numerator of which is the gross floor
area of all floors in structures and the denominator of which is the square footage of the property. The ratio is
measured in square feet to the area of a Real Property, excluding any bonus or transferred floor area.
(r) "Green Infrastructure" refers to ecological systems, both natural and engineered, that act
as living infrastructure. Green Infrastructure elements are planned and managed primarily for Stormwater
control, but also exhibit social, economic and environmental benefits.
(s) "Impact Fee" means a fee levied by the City, or other governmental entity, on new
Development so that the new Development pays its proportionate share of the cost of new or expanded Public
Facilities required to service that Development.
(t) 'Industrial Land Use" or Industrial Use" means the portions of the Real Property intended
to be Developed with activities predominantly connected with manufacturing, assembly, processing, or storage
of products, which are defined herein as an Industrial Use. There may be one or more Industrial parcels.
(u) "Heavy Industrial Land Use" or "Heavy Industrial Use" refers to an Industrial property
subtype in which the property is occupied by one or more tenants and the property is utilized for heavy
industrial purposes, i.e. heavy manufacturing, petroleum products, cement, recycling center, and other uses, all
of which Heavy Industrial uses must be consistent with and as provided by Section 54-2-5.6A of the Land
Development Code of the City of Sebastian, as amended, or superseded, from time to time.
(v) "Infrastructure" means and refers to those man-made structures which serve the common
needs of the population, such as: roadways, Wastewater or sewage, Stormwater, Wastewater treatment or
disposal systems; potable or reuse water systems; potable water wells serving a system; solid waste disposal
sites or retention areas; Stormwater systems and outfall; Utilities; bridges; and, roadways.
(w) "Institutional Land Use" means the portions of the Real Property intended to be
Developed with facilities providing a government or public service, recreation, certain Infrastructure
Developments, or Conservation, which are defined herein as an Institutional Use. There may be one or more
Institutional Parcels.
(x) "Land Development Code" means ordinances or resolutions enacted by the City Council
for the regulation of any aspect of Development and includes any local government zoning, rezoning,
subdivision, building construction, landscaping, or sign regulations or any other regulations controlling the
Development of land, or as amended from time to time. See Land Development Code and §163.3164, Florida
Statutes.
(y) "Land Use" means the Development that has occurred on the Real Property, the
Development that is proposed by a Developer on the land, or the use that is permitted or permissible on the
land under the then currently effective comprehensive plan or element or portion thereof, or the Land
Development Code, as the context may indicate.
(z) "Level of Service" means and refers to an indicator of the extent or degree of service
provided by or proposed to be provided by a facility based on and related to the operational characteristics of
the facility. Level of Service shall indicate the capacity per unit of demand for each Public Facility.
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(as) "Lot" means and refers to a parcel of land of at least sufficient size to meet minimum
zoning and Land Development Code requirements, in existence at the time of Platting or Development, for
use, coverage and area, and to provide such yards and other Open Spaces.
(bb) "Low Impact Design" means systems and practices that use or mimic natural
processes through incremental treatment of Stormwater runoff that result in the infiltration,
evapotranspiration or storage of Stormwater in order to protect water quality and associated aquatic habitat.
(cc) "Master Planning" or "Master Planned" means creation of illustrative plan depicting the
Real Property and locating Development area, spine roads, and assigning intensity and/or density to the
Development area.
(dd) "Manufactured Housing" means a Mobile Home fabricated on or after June 15, 1976, in
an offsite manufacturing facility for installation or assembly at the building site, with each section bearing a seal
certifying that it is built in compliance with the federal Manufactured Home Construction and Safety Standard
Act.
(ee) "Mixed -Use Development" means and refers to a type of Development that combines a
mix of uses that shall include a mixture of residential, office, commercial, recreational, limited industrial and/or
institutional uses within one building or multiple buildings with direct pedestrian access between uses. Also, a
Mixed -Use Development may encourage town centers along major arterial transportation corridors.
(ff) "Mobile Home" means a residential structure, transportable in one or more sections, which is
8 body feet or more in width, over 35 body feet in length with the hitch, built on an integral chassis, designed to
be used as a dwelling when connected to required Utilities, and not originally sold as a recreational vehicle,
and includes the plumbing, heating, air-conditioning, and electrical systems contained therein.
(gg) "Multi -Family Dwelling Units" means three or more attached dwelling units either stacked
vertically above one another and/or attached by side or rear walls.
(hh) "Open Space(s)" means and refers to lands suitable for passive recreation,
Conservation, Stormwater uses (inclusive of lakes and canals) as further defined in this Agreement and in the
City's Land Development Code and Comprehensive Plan Site Specific Policy 1-1.7.1.
(ii) "Owner" means and refers to Graves Brothers Company, a Florida Corporation,
organized under the laws of the State of Florida, the record owner of the fee simple title to the Real Property,
less and excepting all ROW, and to its or their successors, heirs and assigns or the Developer.
0) "Planned Unit Development" or "(PUD)" is a form of Development recognized from time
to time within the City's Land Development Code as a specific implementing zoning district and which creates
a Planned Development. Development that is designed as a unit, and which shall include only one or a
mixture of Land Uses, and which generally avoids a gridiron pattern of streets, and usually provides common
Open Space, recreation areas or other amenities. Requirements include submission and review of Site Plans
as part of the zoning or rezoning to a PUD zoning district.
(kk) "Planned Development" is land that is under unified control and planned and Developed
as a whole in a single development operation or a definitely programmed series of Development operations. A
Planned Development includes principal and accessory structures and uses substantially related to the
character and purposes of the Planned Development. A Planned Development is constructed according to
comprehensive and detailed plans which include not only streets, Utilities, Lots or building sites and the like,
but also Site Plans and Floor plans for all buildings as intended to be located, constructed, used and related to
each other, and detailed plans for other uses and improvements on the land as related to the buildings.
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(II) "Parcels" means any contiguous quantity of land capable of being described such that
its location and boundaries may be established, that is designated by its owner(s) or developer(s) as land to be
used or developed as a unit, or that has been used or developed as a unit.
(mm) "Plat" shall be defined as a map or delineated representation of the subdivision of land or
lands, being a complete exact representation of the subdivision and other information in compliance with the
requirement of all applicable sections of Chapter 177, Florida Statutes, as amended from time to time, and City
subdivision regulations, in effect at the time of platting or replatting of a particular Development. The tern
"plat" shall include a replat. See §177.031, Fla. Stat.
(nn) "Public Facilities" or "Public Facility" means publicly owned Infrastructure including,
rights -of -way, roadway or transportation systems or facilities, sewer or Wastewater systems or facilities, solid
waste systems or facilities, Stormwater facilities, drainage systems or facilities, potable or reuse water systems
or facilities, educational systems or facilities, parks and recreation systems or facilities and public health
systems.
(oo) "Real Property" means and refers to all such existing real property as described in
Exhibits to R 113, attached hereto and by this reference incorporated herein. To the extent that the written
metes and bounds legal description and the pictorial sketch conflict, the sketch shall supersede the written
metes and bounds legal description in interpreting the description of the Real Property.
(pp) "Residential Land Use" or "Residential" means the portions of the Real Property
intended to be Developed with a residential use, for use as Single Family Dwelling Units or Multi -family
Dwelling Units, which are defined herein as a residential :use. There may be one or more Residential parcels.
(qq) "Recreation Facility" means a component of a recreation site used by the public such as
a trail, court, park, athletic field, swimming pool, or for the pursuit of leisure time activities occurring in an indoor
or outdoor setting.
(rr) "Right of Way" means and refers to land in which the state, a county, a municipality or a
special or improvement district, holds the fee simple title or has an easement, or dedicated rights of use,
required for a public use.
(ss) "Single Family Dwelling Unit" means a structure containing a residential single family
Dwelling Unit occupying the building from ground to roof.
(tt) "Site Plan" means an illustrated proposal for the Development or use of a particular piece
of the Real Property. The illustration consists of a map or sketch of how the Real Property will appear if the
Development proposal is accepted by the City. The requirements for the contents of a Site Plan are as set
forth in City's Land Development Code, as amended from time to time. The Site Plan regulations applicable
to Development of a specific parcel of the Real Property shall be those in effect at the time of approval of the
Site Plan by the City.
(uu) "Stormwater" means and refers to the flow of water which results from and which occurs
immediately after a rainfall event.
(vv) "Stormwater Management System" means and refers to a feature or facility which
collects, conveys, channels, holds, inhibits or diverts the movement of Stormwater shall be inclusive of Best
Management Practices (BMP).
(ww) "Utility" includes but is not limited to gas, water, re -use water, sewer, telephone, power,
Stormwater drainage, and cable television.
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(xx) "Wastewater" means the spent water of the community comprising the liquid and water -
carried wastes from residential uses, commercial uses, industrial uses, and institutional uses, together with
minor quantities of ground and surface waters that are not admitted intentionally.
ARTICLE II
ANNEXATION
Section 2.1. Petition to Annex
(a) The Owner has voluntarily submitted to the City a formal and revised Petition or request for
Annexation of the Real Property. This Agreement memorializes the existing Petition to Annex by the Owner and
constitutes a Petition to Annex the Real Property. The Owner warrants that the Petition has been executed by all
of the existing fee simple title owners of record of the portion(s) of the Real Property to be annexed and has been
filed with the City in compliance with any and all applicable requirements of law, including, but not limited to,
Chapter 171, Florida Statutes.
(b) This sub -section of the Agreement represents and includes findings by the Owner and the
City that:
(1) A substantial portion of the boundary of the Real Property is substantially
contiguous to the City's corporate boundary. "Contiguous" is defined as set forth in Section 171.031, Florida
Statutes;
(2) The Owner, for itself and the Developer of each subdivision or Parcel of the Real
Property, at its sole expense, intends to provide adequate Public Facilities for the Real Property; and
(3) The Real Property is ideally suited for annexation into the City due to its proximity to
the City and adjacent transportation corridors and Public Facilities; and
(4) The annexation will yield substantial benefits to the Owner, the City, and to the Real
Property in the form of planned Mixed -Use Development, an increased tax base to the City, Conservation of
natural habitats, Open Space, and increased employment opportunities.
(c) The Annexation petition to annex a portion of the Real Property may be withdrawn by
the Owner of that portion of the Real Property at any time prior to final approval of the annexation ordinance
pertaining to that portion of the Real Property. If the petition is withdrawn, this Agreement is hereby terminated
as to that portion of the Real Property, and the parties hereto shall not be bound by this Agreement with regard
to its application to that portion of the Real Property. However, no application fees or other type of fee or
charge paid to the City or any other governmental entity, or obligated to be paid to the City or other
governmental entity shall be refunded, and the City shall be released form any liability for the release of the
obligation or refund of the fee or charge by the Owner. This provision shall survive the termination of this
Agreement.
Section 2.2. Consideration of Petition. The City shall have the full and complete right to deny
annexation, defer annexation, or approve annexation of the Property or any portion thereof. By execution hereof,
the Owner understands and agrees that the City makes no representation as to the suitability or legal
appropriateness of the Real Property for annexation or that the City will annex the Property at any time or based
upon any speck conditions, except as otherwise set forth herein.
Section 2.3. Cooperation. The Owner agrees to cooperate in the process of annexing the Real
Property, based on any time schedule, as may be required by the City in its sole and absolute discretion, subject
to the provisions of this Agreement. Annexation of any part or portion of the Property shall not relieve the Owner
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of its obligation to cooperate with the City in, and to keep alive the Petition for, Annexation of all the Real Property,
or portions of the Real Property.
Section 2.4. Litigation. Should any "party affected," or as defined in Chapter 171, Florida Statues (or any
successor statute), file a legal action with a court of competent jurisdiction contesting the annexation of the Real
Property or this Agreement, the Owner, at the request of the City, agrees to participate in defense of the
annexation and this Agreement. Further, with regard to any attorneys' or paralegals' fees or court costs, or
adverse judgment, incurred by the City directly relating to Its defense of any lawsuit with the City, if any, relating to
contest of the annexation hereunder or this Agreement, the Owner agrees to indemnify and save harmless the
City for the payment of any claims or damages, as well as any court costs, adverse judgment and attorney's and
paralegal's fees, incurred in defending said action or as a direct or indirect result of said action. As used herein,
the term "defense" shall include any counter -claims, appeals, or cross -appeals. As used herein, reference to
attorney's fees or paralegal's fee shall apply to both trial and any appeal and to any negotiation of settlement of
claims relating to this Agreement or any annexation. The Owner will have to make any payment to the City within
ten (10) days of receiving any invoices from the City pertaining to any claims or damages, as well as any court
costs, adverse judgment and attorneys or paralegal's fees, or court costs, as stated above. The City, at it sole
cost and expense, will have the authority pursuant to this Agreement to retain the legal counsel of its choice.
ARTICLE III
DEVELOPMENT OF THE PROPERTY
Section 3.1. Development Plan.
(a) Future Development Planning.
(1) As of the Effective Date of the original, un-amended Annexation Agreement, there is
no graphic or written version of a Development Plan for the Real Property. The Owner/Developer agrees that
this Agreement does not authorize approval of any specific Development Order, subdivision or Site Plan
proposal. However, the Owner and any Developer of any portion of the Real Property, agrees that minimum
standards in this Agreement shall guide and bind the Development of the Real Property.
(2) The Owner and the City agree that due to the size of the Real Property and its
location, that Development of the Real Property shall be Master Planned through a Mixed Use PUD zoning on
a minimum of 400 acre Parcels as part of the Planned Unit Development (PUD). Development of the Real
Property shall consist of a well -planned, sustainable and integrated system of Land Use; consistent with Future
Land Use Map (FLUM) and City Ordinance 0-22-13, [see Section (b)(2) a. through m., infra] containing a mix
of Residential and non-residential uses.
(b) Comprehensive Plan Land Use Desianation.
The City has taken action to designate the Real Property on the Future Land Use Map
(FLUM) of the City's Comprehensive Plan as Mixed Use as provided in Policy 1-1.3.6 of the Future Land Use
Element.
(1) Mixed Use (MU) Development. The Real Property shall be Developed
Consistent with the Comprehensive Plan Future Land Use Classification in effect and according to Florida
Statutes at the time of Development as determined by the City, and in no event will the Real Property
Development exceed the maximum Density and Intensity of Use in this Agreement, and will satisfy all other
requirements of this Agreement. The purpose of the Mixed Use designation is to provide a mixture of
Residential, Commercial, recreational, Industrial, Heavy Industrial, and Institutional uses and promote town
centers along major arterial corridors.
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The Development of the Real Property shall be Master Planned as a PUD on a minimum of 400 acre Parcels.
Within the real property, a range of Mixed Uses consisting of 60%-80% Residential Land Use categories shall
be balanced with a mixture of non-residential Land Use categories with a range of 20% - 40%. During the PUD
process, the acreage within the PUD shall be a mix of uses including Residential, Institutional, Commercial and
Industrial. The Residential Land Use on the Real Property shall include a target mix of 40% Medium Density,
40% Low Density and 20% Very Low Density for the purposes of calculating permissible density. Densities
may be transferred within each PUD parcel, or outside to other PUDs within the Real Property, provided the
Residential Land Use range is not exceeded on the Real Property. There shall be a minimum 50% Open
Space requirement for the Residential property. Non-residential Land Uses may include up to 25% Multifamily
Residential Uses. Notwithstanding any other provision in this Agreement, the Density permitted on the Real
Property shall be the allowable Density per the limiting factors as further defined in this Agreement and in the
City's Land Development Code and Comprehensive Plan Site Specific Policy 1-1.7.1.
Notwithstanding any other provision in this Agreement, the maximum Density for Residential uses is 10,794
units (an average of 5.28 du/ac of the Real Property).
Notwithstanding any other provision in this Agreement, the maximum Intensity on Commercial Use shall be 0.6
FAR, and the maximum Intensity on Industrial Use shall be 0.5 FAR. There shall be a minimum 30% Open
Space requirement for the Industrial and Commercial Uses.
(2) Comprehensive Plan Reauirements. The City has approved Ordinance 0-22-13
as part of the Comprehensive Plan which includes the following principals of Mixed -Use Development for the
Real Property. These principles shall further guide and bind Development of the Real Property under the
Comprehensive Plan Site Specific Policy 1-1.7.1, as amended from time to time. The Owner agrees to and
consents to the site specific policy as set forth below which is the policy adopted by the City Council in effect at
the time of consummation of this Agreement in its original, un-amended form, which is set forth below.
a. Rezoning of the property shall be done through a Planned Unit Development process as described in
Article XX of the City's Land Development Code, as amended, or superseded, from time to time.
b. Housing types shall be mixed to meet various income levels and lifestyle choices; a mix of Single
Family Dwelling Units and Multi -Family Dwelling Units (the "Dwelling Units') consisting of a variety of housing
choices in order to achieve the mix of housing required for affordability and accessibility within a mixed use
development. The housing mix targets 40% Medium Density up to 10 units/acre; 40% Low Density up to 5
units/acre; and 20% Very Low Density up to 3 units/acre, including at least 5 percent (5%) and up to 10
percent (10%) of the Dwelling Units on the Real Property as being Affordable Housing.
c. Provision for future dedication of Right of Way, at the time of Development, to the extent required for
the Development and upon mutual consent of the Owner, shall be transferred to the appropriate entity to
promote an interconnected, extended and improved grid road system, along with a well -planned transportation
system of roads and streets throughout the Real Property, in coordination with the County, to specifically
include W Avenue, 81" Street, 771" Street, and 7310 Street, as well as 7411 Avenue.
d. Provision shall be made on the Real Property for mixed -use "Town Center' area including an active
street frontage or context sensitive street design, compatibility of central theme or design character, and a
comprehensive transportation network that promotes walkability thru compact Development and proximity of
structures, reduces auto dependence, and connects to state and local transportation corridors.
e. To the extent required for and at the time of the Development, future dedication and donation of
Institutional parcels may be required as necessary for governmental services such as post offices, public
safety, schools, etc. and Public Facilities that may be needed for increases in necessary services, as identified
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10
by concurrency analysis in accordance with the City of Sebastian Land Development Codes and Ordinances at
the time of development.
f. Strategic assembly of commerce and industrial development consistent with the City's Comprehensive
Plan Mixed Use Land Use.
g. To the extent required for and at the time of the Development, future dedication or conveyance of
Conservation lands to appropriate entity to include any natural areas of significant importance, and the
provision of greenway trails to promote a system of connectivity and access consistent with the City's
Comprehensive Plan and Land Development Codes.
h. To the extent required for and at the time of the Development, dedication of City Park and recreational
lands above what will be required in the individual residential subdivision developments. Allocation of parks
and recreational lands consistent with the City's Comprehensive Plan and Land Development Codes
specifically: a minimum of 2 acres per 1000 residents of publicly accessible recreation lands, and a minimum
of 2 acres per 1000 residents of other recreational lands. Publicly accessible lands shall be designated at the
time of PUD zoning and may be conveyed to the City. The dedicated lands, shall count towards the required
aggregate open space required for the Real Property;
i_ Increased buffers adjacent to low density areas outside of the PUD area shall be in accordance with
existing City Land Development Codes. _
i. Asa condition of future Development of the Real Property, the Owner shall provide sufficient land area
for Public Facility Infrastructure required to support the Development and mandate hook-up to central potable
water and wastewater systems for all new Developments on the Real Property prior to receiving final
Development Orders. Therefore, the proposed development of any portion of the Real Property must provide
sewer/wastewater, reclaim water systems and Stormwater Management Systems, and water service as a
condition of Development. These services may be provided by the County however no septic systems would
be allowed in accordance with City policy and land development codes.
k. The property shall be Master Planned on a minimum of no less than increments or units of 400 acre
Parcels as part of an overall Planned Development project using the PUD zoning district and process, and
shall promote Green infrastructure through a comprehensive plan of connected Stormwater, greenways, and
Open Space that provides for wildlife habitat, Stormwater Management System and recreational opportunities
including Low Impact Design and Best Management Practices.
1. The Real Property shall consist of a mix of uses consisting of 20-40 percent non-residential gross
acreage to 60-80 percent residential gross acreage, with fact that Open Space requirements must be satisfied
m. The Real Property Development shall have a minimum aggregate total of 50% Open Space for
Residential Land Uses and 30% Open Space for non-residential land uses in accordance with Sec. 54-2-
5.10(c) City Land Development Code, including but not limited to each of the following uses which shall qualify
to meet the Open Space requirement: conservation and preservation land; greenways and trails; all parks
whether passive or recreational; all common Open Space; Stormwater uses (inclusive of lakes and canals),
wetland preservation, preservation of habitat for Protected Species which is left undeveloped, and any
pervious portions of the Real Property conveyed to the County or City for a Wastewater treatment plant,
schools, fire station or police station.
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(c) Any residuary amount of the Real Property remaining after the PUD Development
Permitting of all phases of the Real Property, the Owner/Developer agrees that those residuary properties shall
be submitted for Development and specific Land Development consistent with the adjoining property.
(d) Consistencv with Com/.�(ebpnsive Plan. The Parties agree that as required by Florida
law all Development constructed on the Real Property must be Consistent with the Comprehensive Plan, as it
exists at the time of issuance of a Final Development Order for the particular Development that is the subject of
the Final Development Order. See §163.3194, Fla. Stat.
(a) Mobile Homes and Manufactured Housina.
(1) Notwithstanding other provisions in this Agreement, Mobile Homes with or
without essentially flat roofs may be located on any Parcel of the Real Property for not more than 780
consecutive days in any four non -calendar year period solely for purposes of use as a building construction
office facility. Otherwise, Mobile Homes and Manufactured Housing shall not be Developed on the Real
Property.
(2) In the event that the foregoing sub -section (e)(1) is deemed unenforceable or
otherwise stricken by a court of competent jurisdiction or other governmental authority, Mobile Homes and
Manufactured Housing may only be permitted by such that Mobile Home or Manufactured Housing roofs that
are visible from any public or private Right -of -Way shall be of hip, gambrel, mansard, or gable styles. Roof
height, bulk, and mass must appear structural even when the design is nonstructural. The following
requirements shall apply: (1) All Single -Family Dwelling Units and Duplex buildings shall have a pitched
roof covering a minimum of 65 percent of the overall floor area under the roof; (2) Pitched roofs shall have a
minimum slope of 5:12 (five inches vertical rise for every 12 inches horizontal run) and shall have an
overhang beyond the building wall; however, the overhang shall not encroach into an easement; (3) Flat
roofed areas including, but not limited to, porches or screen rooms are permissible in the remaining 35
percent of floor area under roof; and (4) Flat roofs shall be located at the rear of the building out of view from
the public right-of-way.
(3) In the event of a hurricane or other major weather disaster in which the City
determines that single-family or multi -family Residential housing on the Real Property or in the City is
destroyed or substantially not habitable, the City may unilaterally authorize the temporary placement of
Mobile Home or Manufactured Housing on the Real Property for a period not to exceed 1,095 consecutive
days. Thereafter, the Mobile Home or Manufactured Housing on the Real Property must be immediately and
promptly removed at other than City expense.
Section 3.2. Commercial Development.
(a) Uses. A variety of non -Residential Land Use designations shall be maintained to assure
availability of sites that accommodate the varied site and spatial requirements for such activities as.
professional and business Offices, Commercial activities, employment generating businesses and general
retail sales and services. In doing so, the City shall promote the image and function of the urban core which is
the City's center for commerce as well as civic and cultural enrichment. Office Development may serve as a
transitional use separating more intensive Commercial uses from Residential Development in order to create a
tiered Development strategy.
(b) Heiaht: Intensity. The Owner/Developer agrees that a maximum height for all structures
shall be thirty-five (35) feet, as calculated pursuant to the Land Development Code in effect at the time of the
issuance of a Final Development Order; subject always to the provisions of the Land Development Code in
effect at the time of the issuance of a Final Development Order.
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The Commercial Land Use category consists of Neighborhood, Limited and General uses in progressive
degrees of higher intensity:
(1) Neighborhood level Commercial activities are defined in the City's Land
Development Code from time to time as including retail and office activities that service Residential
neighborhoods.
(2) Limited Commercial Land Use designation is to consist of sites intended to
accommodate neighborhood level commercial activities. The maximum intensity is 0.6 FAR. Limited
Commercial activities and personal services shall include establishments catering to the following markets:
a. Neighborhood Residential markets within the immediate vicinity as
opposed to county -wide or regional markets; or
b. Specialized markets with customized market demands.
(3) General Commercial Land Use designation is to accommodate general retail
sales and services; highway oriented sales and services; and other general Commercial activities defined in
the Land Development Code. General Commercial designations are located in highly accessible areas,
adjacent to major arterials.
(c) Platting Subdivision. Prior to commencement of construction, the Owner/Developer
agrees that Lots within any Commercial Parcel shall be Platted or Subdivided by and at the sole cost and
expense of the Owner/Developer subject to the Land Development Code in effect at the time of the issuance of
a Final Development Order.
Section 3.3 Residential Development
(a) Uses. The residential Land Use category consists of "Very Low Density Residential," "Low
Density Residential," "Medium Density Residential," or "Mixed Use" residential uses in progressive degrees
with higher Density in areas adjacent to the urban core and less Density in the perimeter of the City.
Residential Development shall be planned and designed to create and perpetuate stable Residential
neighborhoods and implement the policies stipulated in the City Comprehensive Land Use Plan. Accessory
uses include customary accessory uses of a residential nature, clearly incidental and subordinate to the
principal use, including guest houses or Adult Dwelling Units (ADU's), garages, in keeping with the residential
character of the area, all as permitted or prohibited pursuant to and consistent with the City's Land
Development Code in effect at the time of issuance of a Final Development Order for a building permit.
(b) Density: Residential Develooment Standards. The Owner/Developer agrees that
Development on the Residential property shall meet the following standards:
(1) Areas designated as "Very Low Density" shall accommodate up to three (3)
dwelling units per gross acre and shall be comprised of primarily single-family detached homes on individual
lots;
(2) Areas designated as "Low Density" shall accommodate a maximum Density of up
to five (5) dwelling units per gross acre and shall be comprised primarily of single family detached homes on
individual lots and attached residential homes;
(3) Areas designated as "Medium Density" shall accommodate a mixture of single-
family (detached and attached) residential housing, multi -family residential housing, and Compatible civic uses
and Open Space(s) at a maximum density of ten (10) Dwelling Units per gross acre. The Density of uses within
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this designation should be sensitive to adjacent neighborhoods to ensure appropriate transitions, buffers, and
Compatibility.
(4) Density on Residential property may be clustered or transferred from Residential
property to Residential property or Commercial property; provided, that the requirements of this Agreement are
not otherwise exceeded, all in an effort to provide Open Space or higher Density Development in certain areas
of the Real Property.
(c) Affordable Housing. The Owner/Developer is encouraged to coordinate with non-profit
legal entities to further expand opportunities for Affordable Housing.
(d) Platlin(i: Subdivision. Prior to commencement of construction, any Subdivision of the
Residential property shall be platted by and at the sole cost of the Owner/Developer pursuant to the City's
Land Development Codes in effect at the time of Subdivision.
Section 3.4. Industrial Land use Development.
(a) Uses. The purpose of the Industrial Land Use designation is to provide strategically located
sites for Industrial needs and requisite support services. The City's Industrial Land Use may be further
designated as Industrial (IND), or Heavy Industrial (HI), in order to support future economic Development and
job growth. The locations for IND and HI should be located with convenient access to major transportation
routes. New industrial locations shall ensure protection of environmentally sensitive lands, protected natural
resources, and Protected Species.
(1) Industrial (IND) - Land Use designation provides for limited manufacturing and
industrial uses which minimize the potential for any adverse impacts upon nearby properties which include:
Utilities; light manufacturing, assembling and distribution activities; warehousing, storage and wholesaling
activities; general commercial activities; aviation related industry, services and facilities; support services such
as night watchmen or custodian residential accessory uses; and other similar land uses which shall be
regulated through appropriate zoning procedures.
(2) Heavv Industrial (HI) - Land Uses are subject to additional protective measures
through appropriate zoning procedures. The City will establish separate HI district location criteria and
performance criteria that provide a greater separation from impacts to surrounding Land Uses. Uses permitted
in the HI district allow a broader range of uses that may have a greater impact on adjacent properties including:
sites which require large surface area, bulk storage facilities, logistic centers/ terminals; distribution centers;
warehousing, manufacturing and processing; green technologies and wholesale recycling operations; and
support services such as night watchmen or custodian residential accessory uses.
(b) Height: Intensity. The maximum height for all structures shall be thirty-five (35) feet, as
calculated pursuant to the Land Development Code in effect at the time of the issuance of a Final Development
Order. Subject always to the provisions of the Land Development Codes in effect at the time of the issuance of
a Final Development Order and notwithstanding any other provision in this Agreement, the maximum Intensity
of Industrial Use shall not exceed a 0.5 Floor Area Ratio.
(c) Location Standards.
(1) Industrial sites shall generally be allocated in areas accessible to arterial roads,
rail corridors, or near airport facilities and should be located in more sparsely Developed areas. New Industrial
Land Use areas shall also be located near an existing Compatible Land Use, separated from Residential
Tracts and Institutional Tracts. Where new Industrial Land Use Parcels are adjacent to environmentally
sensitive lands, protected natural resources, or Protect Species, appropriate buffers and other techniques shall
be used to ensure protection of such lands and resources from industrial Development.
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(2) The allocation of land resources for industrial Development shall be responsive
to the location and space requirements of Industrial Land Use activities and potential fiscal and environmental
impacts on the City. The location and distribution of Industrial Land Use shall be determined based on the
following considerations:
I. Trip generation characteristics and impact on existing and planned
transportation systems, including dependency on rail, air, or trucking for distribution of material and goods;
ii. Anticipated employment generation, floor area requirements, and market
area;
iii. Ability to meet established performance standards for preventing or
minimizing nuisance impacts, such as emission of air pollutants, glare, noise or odor, or generation of
hazardous by-products;
iv. Impact on established as well as anticipated future Development and natural
systems; and
V. Impact on existing and planned public services, Utilities, water resources, and
energy resources.
(3) The City shall prevent nuisance impacts frequently associated with Industrial
activities by maintaining performance standards in the Land Development Code for managing emission of
noise, air pollutants, odor, vibration, fire or explosive hazard, and glare.
(4) In addition to the performance standards identified above, the City shall establish
performance standards in the Land Development Code as it pertains to both Industrial and Heavy Industrial
districts which at a minimum address, but are not limited to, the following:
I. Allowable uses;
ii. Land Use Compatibility, buffering and landscaping;
iii. Access points, traffic controls, and parking;
iv. Signage;
V. Gross floor area, impervious surface ratios;
vi. Open space;
vii. Character of an area;
vill. Locational factors;
ix. Environmental impacts; and
X. Secondary containment and open air storage facilities.
(d) Platting; Subdivision. Prior to commencement of construction, Lots within any Industrial
Tract shall be Platted or Subdivided by and at the sole cost and expense of the Owner/Developer subject to
the Land Development Code, in effect at the time of the issuance of a Final Development Order.
Section 3.5. Institutional Land Use Development.
(a) Uses. The Institutional land Use designation is intended to accommodate existing
public and semi-public services including: governmental administration buildings; public schools, not -for -profit
educational institutions and charter schools; hospital facilities and supportive health care units; arts and cultural
or civic facilities; essential public services and facilities; cemeteries; fire and emergency operation facilities;
public and private parks and recreation areas; and Utilities.
(b) Heiaht: Intensitv. The maximum height for all structures shall be thirty-five (35) feet, as
calculated pursuant to the Land Development Code, in effect at the time of the issuance of a Final
Development Order. Subject always to the provisions of the Land Development Code, in effect at the time of
the issuance of a Final Development Order and notwithstanding any other provision in this Agreement, the
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maximum Intensity of this designation is Floor area ratio of 0.6. The location, scale, timing, and design of
necessary public and semi- public services and Utilities shall be closely coordinated with Development
activities in order to promote more effective and efficient delivery of requisite services and Utilities. The City
shall maintain and enforce appropriate standards and specifications for the design and construction of public
and semi-public services in order to promote cost effectiveness and quality control consistent with all
applicable federal, state, regional, and local standards.
(c) Platting: Subdivision. Prior to commencement of construction, Lots, or Parcels of the
Real Property within any Institutional portion of the Real Property shall be Platted or Subdivided by and at the
sole cost and expense of the Owner/Developer subject to the Land Development Code in effect at the time of
the issuance of a Final Development Order.
Section 3.6. Reservations or Dedications of Land for Public Purooses.
(a) Reservation or Dedications. Except as otherwise set forth below, reservations or
dedications of portions of the Real Property shall comply with the Subdivision regulations set forth in the City's
or County's Land Development Code, as applicable, effective at the time of Site Plan approval for a given
portion of the Real Property Development. All dedications or conveyances of road Right of Way, Stormwater
Management Systems, water and sewer lines and lift stations, and other Infrastructure, to the City, County, or
other governmental entity, shall, at the time of dedication or conveyance, be free and clear of all mortgages,
liens, and encumbrances and shall only be required by and at the time of Development.
(b) Roadways: Public Riahts of Way.
(1) To the extent required for the Development and at the time of Development, the
Real Property Development area will include connections to County Road 510, 82"d Avenue, and 691" Street
right of way and roadways shall be Developed as permitted and consistent with Chapter 14-97, Florida
Administrative Code.
(2) To the extent required for the Development, the aforementioned connections to
County Road 510, 82nd Avenue, 69th Street, and the existing City and area road network, will all be made at
time of Development and at the sole cost and expense of the Owner/Developer, and at no cost to the County,
the City, or any other governmental entity. The City may require that traffic islands for signage, safety, or
aesthetics within these public access Rights of Way which shall be dedicated or conveyed to the City, or other
appropriate governmental entity.
(3) The City acknowledges its intention, in good faith, to:
i. Coordinate the pro-rata funding of interchange, bridge crossings, or roadways
with the Developers or owners of adjacent land, when such land is benefited by those improvements; and
ii. Implement, when possible and agreeable with other land Developers or
owners a "cost recovery' program for Utilities under the County's or the City's operation and control.
(c) Nothing in this Agreement shall prevent the Owner, its heirs, successors, and assigns from
receiving impact fee credits or other compensation for any conveyance of land or for any provision of public
infrastructure to the City, County, or other local government entity to the extent such conveyance of land or
provision of public infrastructure exceeds the impacts created by the Development of the Real Property, and
provided the City, County, or other governmental entity assesses impact fees for such infrastructure now or in
the future.
(d) Transmission. Distribution Svstem. To the extent required by the Development and at the time
of Development, the Owner/Developer of each portion of the Real Property will at the time of Development be
responsible at its sole cost and expense for the installation of, connection to, or disconnection from,
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pressurized Wastewater treatment, gravity Wastewater, pressurized potable water, and pressurized County
reuse pipes, tees, bends, valves, joints, laterals, pumps, and other appurtenances (hereinafter: "Facilities")
and for the transmission of sewage, potable water, reuse water, or Stormwater. Said Facilities shall be
capable of operation and maintenance for a tens of years as required at the time of installation by the County.
Said Facilities shall be conveyed to the County or the City, as directed by the City, on a schedule to be
Developed by the City in consultation with the County.
(a) Over-sizina of Utility Public Facilities. The City or the County shall have the right to require, and
the Owner/Developer accepts the responsibility of providing at its expense, oversized Utility Public Facilities,
including but not limited to potable water, Wastewater Treatment, Stormwater Management System, and water
reuse, all to serve additional properties on -site or off -site of the Real Property; provided that a mutually
agreeable cost recovery system can be put in place to reimburse the Owner/Developer for the over -sizing of
the Utility Public Facilities.
ARTICLE IV
ENFORCED DELAY. DEFAULT. REMEDIES AND TERMINATION
Section 4.1. Enforcement as Permitted by Statute. This Agreement is enforceable by any party to
this Agreement. Parties to this Agreement, and their successors, heirs, assigns and any Developer shall
enforce this Agreement as provided in Section 4.3.
Section 4.2. Institution of Legal Action. In addition to any other rights or remedies, any party hereto,
or their successors and assigns, may institute legal action to cure, correct or remedy any default, to enforce
any covenants or agreements herein, or to enjoin any threatened or attempted violation thereof; to recover
damages for any default; or to obtain any remedies consistent with the purpose of this Agreement. This
Agreement and each provision hereof section shall not be interpreted as a pledge of ad valorem tax or other
revenues. Parties to this Agreement, and their successors, heirs, and assigns, shall enforce this Agreement as
provided in Section 4.3.
Section 4.3. Enforcement by anv Partv to this Agreement.
(a) Notice of Default: Riaht to Cure. In the event of default by any Party to this Agreement,
or said Party's heirs, successors and assigns, with regard to this Agreement or of any of its terms or
conditions, the Party alleging such default or breach shall give the breaching Party not less than sixty (60)
days' Notice of Default in writing in the manner provided for giving notice as set forth in Section 6.5. The time
of notice shall be measured from the date of certified mailing. The Notice -of Default shall specify the nature of
the alleged default, and, where appropriate, the manner and period of time in which said default may be
satisfactorily cured. During any period for curing the default, the party charged shall not be considered in
default for the purposes of termination or institution of legal proceedings. If the default is cured, then no default
shall exist, and the noticing party shall take no further action.
(b) Option to Institute Legal Proceedinas. After proper notice and the expiration of said
period to cure default, the noticing party to this Agreement, at its option, may institute a legal proceeding, if the
default has not been cured.
(c) Waiver. Failure or delay in giving Notice of Default or seeking enforcement of this
Agreement shall not constitute a waiver of any default. Except as otherwise expressly provided in this
Agreement, any failure or delay by another party in asserting any of its rights or remedies as to any default
shall not operate as a waiver of any default or of any such rights or remedies or deprive such party of its right
to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
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(d) Violation. In the event of violation of this Agreement by the Owner, the Developer, or
any of their heirs, successors or assigns, the City shall have the right to refuse to issue further building permits,
Final Development Orders, or certificates of occupancy or certificates of completion, all as the case may be,
limited as to that phase of Development, or Plat of that phase of the Development where the violation is
applicable, all until such time and event as all such violation(s) are corrected and that phase of Development of
the Real Property is brought into compliance with this Agreement, applicable law, ordinances, resolutions, and
the Land Development Code. The City shall be required to notice the violator with a notice of the nature of the
violation and afford a reasonable period to cure the violation(s) before withholding building permits, Final
Development Orders, or certificates of occupancy or certificates of completion relating to the phase of
Development and not to the violation itself. The City is authorized by this Agreement to use any form of code
enforcement to assure conformance with this Agreement.
ARTICLE V
ENCUMBRANCES AND RELEASES ON REAL PROPERTY
Section 5.1. Discretion to Encumber. The parties hereto agree that this Agreement shall not prevent
or limit the Owner or a Developer in any manner at said individual's sole discretion, from encumbering the Real
Property or any portion of any improvement thereon by any mortgage or other security device securing
financing with respect to the same; provided, that said mortgage or other security device shall be released or
satisfied as to said property prior to or simultaneous with its conveyance or dedication to the City or an
incorporated property owner's, homeowner's or condominium association. The City acknowledges that the
lenders' providing such financing may require certain modifications, and the City agrees, upon request, from
time to time, to meet with the Owner or a Developer and/or representatives of such lenders to negotiate in
good faith any such request for modification; provided, that this Agreement shall not require the City's
acquiescence to any action or resolution of a dispute or claim. Any mortgages or beneficiaries of a security
instrument shall be entitled to the rights and privileges set forth in this article.
Section 5.2. Entitlement to Written Notice of Default. The holder of a mortgage or other security
interest, and their successors and assigns, encumbering the Real Property, or any part thereof, which
individual, successor or assign, has requested in writing to the City, shall be entitled to receive written
notification from the City of any default by Owner or a Developer in the performance of said individual's
obligations under this Agreement which obligations are not cured within thirty (30) days; provided, that the
failure to give said notice shall not waive any default of, or action to enforce, this Agreement by the City.
Section 5.3. Property Subiect to Pro Rata Claims. Any mortgagee or holder of a security interest
who comes into possession of the Real Property, or any part thereof, pursuant to foreclosure of mortgages or
other security interest or deed in lieu of such foreclosure, shall take or foreclose upon the Real Property, or any
part thereof, subject to this Agreement and to any pro rata claims for payments or charges by the City against
the Real Property, or any part thereof, secured by such mortgage or other security device which accrued prior
to the time such mortgage or holder of a security interest comes into possession of the Real Property or part
thereof.
Section 5.4. Release. The City hereby covenants and agrees that upon payment of all fees required
under this Agreement with respect to the Real Property, or any portion thereof, and performance of obligations
relating thereto (including completion of performance of continuing obligations), by the Owner upon request by
the Owner, the City shall consider execution and delivery to Clerk of the Court of any appropriate release(s) of
further obligations as to a particular and affected portion of the Real Property in form and substance
acceptable to the Clerk of the Court, or as may otherwise be necessary to effect such release; provided, that
the foregoing provision shall not require the City to release any provision of this Agreement from use, density,
Intensity, type of Development, or other requirements of this Agreement. This section shall not be terminated
upon the termination or release of this Agreement with regard to any portion of the Real Property.
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MISCELLANEOUS PROVISIONS
Section 6.1. Drafters of Agreement. The Owner, for itself, or their heirs, successors, and any
Developers, and the City, each were represented by or afforded the opportunity for representation by legal
counsel and participated in the drafting of this Agreement and in the choice of wording hereof. Consequently,
no provision hereof should be more strongly construed against any arty as drafter of this Agreement. Should
any action be brought in any court of competent jurisdiction by any of the Parties to this Agreement, including
the Owner or a Developer, or its of their respective successors, assigns, or heirs, each Party shall bear its own
attorney's and paralegal's fees and costs in connection with such litigation or an appeal any such litigation
decision.
Section 6.2. Covenants Runnina With the Land. It is the intention of the Owner of the Real Property
and the City, that this Agreement shall constitute covenants running with the land and with title to the Real
Property, or as equitable servitudes upon the land, as the case may be. The burdens of this Agreement shall
bind and the benefits of this Agreement shall inure to, the Parties hereto and all successors in interest to the
Parties to this Agreement. Such covenants shall expire upon termination of this Agreement.
Section 6.3. Conveyance. The Owner shall give to the City written notice at least sixty (60) days
prior to the sale, assignment or transfer of the Real Property or any portion of the Real Property consisting of at
least two (2) acres or more. Dedication, assignment, sale, or conveyancing of a portion of the Real Property
to the City shall constitute the sale, assignment or transfer of a portion of the Real Property.
Section 6.4. Indemnification. The Owner and its successors in interest in ownership of any
portion of the Real Property ('Subsequent Owners"), shall indemnify, defend and hold harmless the City,
and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but
not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Owner or Subsequent Owners in the performance of this Agreement. However, such
indemnification shall not include claims of or damages resulting from, negligence or gross negligence, or willful,
wanton or intentional misconduct of the City or its officers, directors, agents or employees, acting in their
official capacity. Such indemnification shall not be required to the extent or percentage of negligence of the
City or its officers, directors, agents or employees, acting in their official capacity. Upon request of the City, the
Owner or Subsequent Owners, shall, at no cost or expense to the City, indemnify and hold the City harmless of
any suit asserting a claim for any loss, damage or liability specified above, and the Owner or Subsequent
Owners, shall pay any cost and reasonable attorneys' fees that may be incurred by the City in connection with
any such claim or suit or in enforcing the indemnity granted above. Notwithstanding the foregoing or any other
provisions of this Agreement, Graves Brothers Company's indemnification of the City and holding the City
harmless shall apply only to the extent of Graves Brothers Company's ownership interest in the Real Property
at the time a claim arises or accrues against the City; shall terminate as to Graves Brothers Company's, for
any portion of the Real Property not owned by Graves Brothers Company's when the claim arises or accrues;
and shall terminate at the time a particular person or legal entity no longer owns any portion of the Real
Property. Nothing in this Agreement shall be construed as the City waiving its sovereign immunity pursuant to
768.28, at seq., Florida Statutes, or any other sovereign or governmental immunity. This section shall survive
the termination of this agreement.
Section 6.5. Notices. All notices, demands and correspondence required or provided for under this
Agreement shall be in writing and delivered in person or dispatched by certified U.S. mail, postage prepaid,
return receipt requested or by a nationally recognized overnight courier (e.g. — Federal Express, United States
Postal Service, United Parcel Service, etc.). Notice required to be given shall be addressed as follows:
CITY: City Manager
City of Sebastian
1225 Main Street
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Sebastian, Florida 32958
With a copy to
City Attorney
City of Sebastian
1225 Main Street
Sebastian, Florida 32958
OWNER: Jeff Bass, President
Graves Brothers Company
2770 Indian River Blvd. —Suite 201
Vero Beach, FL 32960-4230
Notice is presumed to have been given on the date hand delivered, 24 hours after deposit with a recognized
overnight courier, or five (5) days after deposited in the U.S. mail. A party may unilaterally change its address
or addressee by giving notice in writing to the other party as provided in this section. Thereafter, notices,
demands and other pertinent correspondence shall be addressed and transmitted to the new address and/or
addressee.
Section 6.6. Aoolicability of Ordinances and Resolutions of Citv to Aareement.
(a) The ordinances, resolutions, and Land Development Code of the City, governing the
Development of the Real Property shall continue to govern the Development of the Real Property, except as
otherwise provided herein. At the termination of this Agreement or termination of this Agreement as to a
portion of the Real Property, all then existing City Land Development Code shall become applicable to the
Development of the Real Property. Except as otherwise specifically set forth herein, no fee (including the
existence or lack thereof), fee structure, amount computation method or fee amount, including any Impact
Fees, then in existence or hereafter imposed, shall be vested by virtue of this Agreement.
(b) In the event that state or federal laws are enacted after the approval, effectiveness, or
execution of this Agreement which are applicable to and preclude the parties' compliance with the terms of this
Agreement, such Agreement may be modified or revoked as is necessary to comply with the relevant state or
federal laws. The City shall cooperate with the Owner in the securing of any permits which may be required as
a result of such modifications.
Section 6.7. Rules of Construction. The singular includes the plural; the masculine gender includes
the feminine; "shall" is mandatory, and "may" is permissive. If there is more than one signer of this Agreement
their obligations are joint and several. The time limits set forth in this Agreement may be extended by mutual
consent of the parties in accordance with the procedures for adoption of an agreement. If for any reason a
specific provision herein conflicts with a City Land Development Code, in effect at the time of issuance of a
Final Development Order applicable to a portion of the Real Property, the specific provision herein shall
prevail. Use of the term "Owner" or "Developer" means and refers to the Owner and/or the Developer, their
successors, heirs, assigns, of any portion of or all of the Real Property.
Section 6.8. Severability. The parties hereto agree that the provisions of this Agreement are
severable. If any provision of this Agreement is held invalid or unconstitutional for any reason, the remainder
of this Agreement shall be effective and shall remain in full force and effect, unless amended or modified by
mutual consent of the parties.
Section 6.9. Entire Aareement. Waivers, and Amendments.
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(a) This Agreement constitutes the entire understanding and agreement of the parties. This
Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all
negotiation or previous agreements between the parties with respect to all or any part of the subject matter
hereof. All waivers or releases of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the party waiving or releasing the provisions hereof or performance hereunder.
(b) All amendments hereto must be in writing signed by the appropriate authorities in a form
suitable for recording in the Public Records of Indian River County.
(c) The Owner hereby agrees to pay for any costs of recordation or filing of this Agreement,
or any amendment hereto, in the Public Records of Indian River County, Florida, or with the State of Florida,
Department of Economic Opportunity. The recorded original of this Agreement or any amendment hereto,
shall be returned to the City for filing in its records to be kept with the City Clerk.
Section 6.10. Interoretation: Venue.
(a) With regard to any lawsuit against the City, the County, the Owner, or the Developer of
any portion of the Real Property, this Agreement is subject to the home venue provision. The exclusive
jurisdiction and venue for litigation surrounding this Agreement or its validity shall be properly located in the
W judicial circuit of the State of Florida in and for Indian River County or the U.S. District Court, Southern
District of Florida, in and for Indian River County, all as said jurisdiction boundaries may be amended from time
to time.
(b) This section shall survive the termination of all or part of this Agreement.
Section 6.11. Termination of Previous Annexation Aareement: Previous Understandings.
(a) The Annexation Agreement between the Owner and the City recorded on August 29,
2019, in Official Records Book 3234, Page 1731, Public Records of Indian River County, Florida, be and the
same is hereby terminated.
(b) All previous understandings, whether oral or in writing prior to the Effective Date of this
Agreement and not included in this Agreement, be and the same are hereby declared to be of no effect.
Section 6.12. Effective Date: Duration of Agreement.
(a) The Effective Date shall be the date upon which this Agreement has approved and
executed by the Owner of the Real Property and the City and recorded in the Public Records of Indian River
County, Florida. The Effective Date of any amendment to this Agreement shall be the date upon which said
amendment to this Agreement has approved and executed by the Owner of the portion of the Real Property
subject to the amendment and by the City and recorded in the Public Records of Indian River County, Florida.
(b) Unless earlier terminated as otherwise provided in this Agreement, this Agreement shall
terminate on September 30, 2043.
..... `*NOTHING FURTHER" ... *+++++++........
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first
above written.
Signed, sealed and delivered
In the presence of: OWNER:
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Sign: J .1. �lt
2
Print (Jame: '6i,"•,�.eA ress:,
Lvb&2 YtW-L'i�4lba
Sign: (�a��
Print Name:�d.;e�. (;F —h—l—
Address: l000 TwI jute e' y!qr.
ArF .tDi F.. T tirn-ee. IR, Y444T
GRAVES BROTHERS COMPANY,
a Florida Corporation
By:
Jeff E. Bass, its President
Address: 2770 Indian River Blvd.— �10a��,.;
aa'� .
Suite 201, Vero Beach, FL 32960-4230 ,L
(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF INDIAN RIVER ) -
The foregoing instrument was acknowledged before me by means of physical presence or _ online
notarization, this'_ day of VeJwoRnt , 2023, by Jeff E. Bass, as President of Graves Brothers Company, a
Florida Corporation, on behalf of the corporation. He is personally known to me or has produced
as identification. "
Nota Public
d""^6 APRIL A. EDMONDS State of Florida at Large
e MY COMMISSION IG 75633 M Commission Expires: A(�C�P ( S, aoa`i
�.a„e° �vus:wNS.zm,I Y P -'y^3
Print Name: Ap,.3t A.Qdmond5
CITY:
Sign CITY OF SEBASTIAN, a Florida
Fred Jor3es Municipal Corporation
Print Name:
Address 1225 Main Street
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22
Sebastian, FL 32958
Sign-'
Print Na e: v Anon,
Addres : 1225 [fain Strc�e
Sebastian, FL 32958
ATTEST:
4 Gc)R Pit a,�f a
J ne a Williams, MIMIC
Clerk
STATE OF FLORIDA )
SS:
COUNTY OF INDIAN RIVER )
By:
aul C�1 tE C y Manager
Address: 1225 Main Street
Sebastian, FL 32958
(CITY SEAL)
i
The foregoing instrument was acknowledged before me by means of physical presence, or online
notarization, this $_ day of F�Rupev , 2023, by Paul E. Carlisle, as City Manager of the City of
Sebastian, Florida, a Florida municipal corporation, on behalf of the corporation. He is personally known to me
or has produced as identification.
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Notary bl
foSance at Large
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• -: v Print Name: Do"A• &ysr.X*rtl•
Sebastian/Annexation 18.Agt Final CLEAN
GWIll- 830*1
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