Placement: Resolutions
Action Requested: Motion / Vote
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Resolution 20-R116, Authorization to enter into and execute an Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights and Second Modification of Deed Restrictions.
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Submitted By: Wes McCurry, CRA Director.
Strategic Plan Link: The City's Goal of a diverse local economy and employment opportunities.
Summary Brief (Agreements/Contracts only)
1. Prepared by: Port St. Lucie Governmental Finance Corporation (“GFC”)
2. Parties: City of Port St. Lucie Port St. Lucie Governmental Finance Corporation (“GFC”) , a Florida not for profit corporation (“GFC”), Florida Vision Realty Tradition, LLC, a Florida limited liability company (“Florida Vision”), Amber Hills Properties, LLC, a Florida limited liability company (“Amber Hills”), MATTAMY PALM BEACH, LLC, a Delaware limited liability company (“Mattamy”), and the CITY OF PORT ST. LUCIE, a Florida municipal corporation (“City”), and (collectively, the “Parties”)
3. Purpose: Allocation of an additional 52,250 square feet of development rights to third parties.
4. New/Renewal/Modified: New and Modified.
5. Duration: In perpetuity.
6. Benefits to Port St. Lucie: Facilitates development in the Southern Grove jobs corridor.
7. Cost to Port St. Lucie (Annual and Potential): N/A
Presentation Information: Questions will be answered upon request.
Staff Recommendation: Move that the Council approve the Resolution and direct the CEO to execute the Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights and Second Modification of Deed Restrictions.
Alternate Recommendations:
1. Move that the Council amend the recommendation and approve the Resolution and direct the CEO to execute the Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights and Second Modification of Deed Restrictions.
2. Move that the Council not approve the Resolution.
Background:
Amber Hills Properties, LLC is working toward finalizing a development application which includes 14,040 square feet of retail use and 63,900 square feet of medical/professional office use for a total proposed square footage of 77,940 square feet. However, Amber Hills believed that the current deed restrictions associated with the property capped the development potential to 37,113 square feet and that it did not have enough development entitlements assigned to its parcel to construct its project. Consequently, Amber Hills requested: (1) a transfer of additional development entitlements from GFC; and (2) a modification to the deed restriction limiting the developable square footage in order to obtain the right to develop its proposed project from Mattamy.
In reviewing the request from Amber Hills, GFC recognized two things: (1) an ambiguity in use restrictions impacting not only the Amber Hills property, but also impacting the Torrey Pines property; and (2) the lack of a recorded original assignment of development entitlements.
The Impacted Properties
While the Amber Hills property is currently described as Tract B of Southern Grove Plat No. 16, it was originally part of a larger parcel of property known as Parcel 6 of Southern Grove Plat No. 4 (“Parcel 6”). Parcel 6 has been subdivided several times and the current ownership and layout of the property that originally comprised of Parcel 6 is as follows:
Parcel 6 was originally 20 acres. - SG Plat No. 4
§ Parcel 6 was then subdivided into Lot 1 and Lot 2. - SG Plat No. 10
• Lot 1: Contains Torrey Pines and is owned by the City of Port St. Lucie (90,488 sq. ft.) (“Torrey Pines Property”);
• Lot 2 was further subdivided into Tract A and Tract B. -- Southern Grove Plat No. 16
o Tract A: Contains 60,000 sq. ft and is owned by Florida Vision (“Florida Vision Property”);
o Tract B: Is currently vacant and owned by Amber Hills (“Amber Hills Property”)
The Use Restriction
The use restriction placed on the development of the Amber Hills Property is rooted in the conveyance of the Amber Hills Property when it was still part of Parcel 6 of Southern Grove Plat 4. That conveyance was from Horizons St. Lucie Development, LLC (“Horizons”) to the City of Port St. Lucie and contained a development restriction that stated:
In order to assure uniformity and compatibility of the development within the community known as “Tradition” (“Project”) Grantee acknowledges and agrees that for a period of twenty (20) years from the date hereof Grantee’s use of the Property (“Proposed Use”) shall be for developing thereon improvements not to exceed an aggregate of 400,000 square feet (of which the City of Port St. Lucie (“City”) will be constructing approximately 100,000 square feet of improvements for the Torrey Pines Institute of Molecular Studies (“Torrey Pines”) which shall be limited to (a) medical, life science and clinical research, including research involving (i) small animals, such as rodents (rats and mice) and rabbits; (ii) carcinogens; (iii) bacteria; (iv) viruses; (v) BLA-3 level pathogens; (vi) NIH and non-NIH stem cells; (vii) isotopes and amounts typical of biological and molecular biological research activities; and (viii) future approved (ix) medical, life science and clinical research; (b) undergraduate, graduate and post graduate education; and (c) office, ancillary services and related health care and science uses, all of which shall be conducted in accordance with all applicable governmental and quasi-governmental regulations and shall be initially leased to Torrey Pines which shall conduct the Proposed Use upon the Property.
This use restriction was modified by a Termination and Release of Reverter Rights and Modification of Deed restriction recorded on April 2, 2015 (“2015 Modification”). Specifically, the 2015 Modification states the following with respect to development restrictions:
With respect to Lot 2, the covenants and restrictions set forth in Paragraph 1, in Exhibit “B” to the Deed, are modified and amended to read as follows:
In order to assure uniformity and computability of the development within the community known as “Tradition” (“Project”) Grantee acknowledges and agrees that for a period of twenty (20) years from the date hereof, ending on March 2, 2027, (A) Grantee’s use of the Property shall be for developing thereon improvements not to exceed an aggregate of 200,000 square feet (of which the City of Port St. Lucie (“City”) will be constructing approximately 100,000 square feet of improvements for Torrey Pines Institute of Molecular Studies (“Torrey Pines”); and (B) that portion of the Property described as Lot 2 of Southern Grove Plat No. 10, according to the Plat thereof recorded in Plat Book 68, Page 22, of the Public Records of St. Lucie County, Florida (“Lot 2”) shall only be used for the following uses (the “Lot 2 Proposed Use”) (i) medical offices, (ii) medical clinics, (iii) outpatient treatment centers, (iv) research laboratories, (v) clinical research facilities, (vi) facilities for medical or research training and outreach programs; and (vii) facilities for the design and/or manufacture of medical equipment, medical devices or drugs. (emphasis added)
The 2015 Modification
While the 2015 Modification clearly indicated it only applied to Lot 2, the 2015 Modification also states that Lot 2 is restricted to 200,000 square feet of improvements, 100,000 of which is for Torrey Pines. Torrey Pines is not located on Lot 2, it is located on Lot 1. This leaves ambiguity regarding entitlements and use restrictions under the deed restrictions for all of the property that originally comprised Parcel 6 (which includes the Torrey Pines Property). Since Amber Hills requested a modification to the deed restriction to accommodate its development, the impacted parties (i.e. all owners of Parcel 6 and the holder of the rights to modify the deed restrictions (Mattamy)) have worked together in order to provide Amber Hills with the requested modification and clarify underlying rights held by each property owner holding title to a portion of Parcel 6.
Assignment of Development Rights
An assignment of development rights from Horizons could not be located. Consequently, all owners of Parcel 6 and the successor to Horizons (Mattamy), have agreed to enter an assignment and assumption of development rights and reaffirmation of previous development rights that reaffirms the original development rights associated with the Parcel 6 Property. Additionally, Mattamy has agreed to allow GFC to assign additional entitlements to Florida Vision and Amber Hills via this document to ensure each property has development entitlements equivalent to the maximum allowable development pursuant to the corresponding use restrictions.
Issues/Analysis:
Second Modification of Deed Restrictions
The Second Modification of Deed Restrictions will be presented to the City Council as owner of an impacted property (Torrey Pines). Additionally, Florida International University, the lessee of Torrey Pines, has reviewed and approved the Second Modification of Deed Restrictions. The Second Modification of Deed Restrictions modifies the deed restrictions outlined above, and places the following restrictions on the use of each property instead:
a. Florida Vision Property: May be used only for development of up to 50,000 square feet of office and research and development uses, and up to 24,250 square feet of retail, office, and research and development uses, and for no other use. These uses may include but are not limited to, medical offices and hospice houses, subject to zoning regulations.
b. Amber Hills Property: May be used only for development of up to 50,000 square feet of office and research and development use, and up to 28,000 square feet of retail, office, and research and development use, and for no other use.
c. Torrey Pines Property: May be used only for development of up to 100,000 square feet of improvements which shall be limited to (a) operate and maintain a biomedical research facility for the purposes of (i) conducting medical, life science and clinical research, including without limitation, research involving, (A) small animals such as rodents (rats and mice) and rabbits, (B) carcinogens, (C) bacteria, (D) viruses, (E) BLA-3 level pathogens, (F) NIH and non-NIH stem cells, (G) radioisotopes in amounts typical of biological and molecular biological research activities, and (H) medical, life science and clinical research approved in the future by Tenant; (ii) conducting training and outreach programs; (iii) performing ancillary services and related healthcare and life science uses; (iv) conducting undergraduate, graduate and post graduate education; and (b) lease or sublease portions of the Premises to for-profit and not-for-profit entities for the uses set forth in section (a) of this Paragraph.
Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights
The Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights must be executed by GFC because GFC is transferring entitlements to third parties. The document not only transfers additional entitlements to third parties, but also reaffirms the entitlements allocated to Parcel 6 by Horizons. Consequently, this item is being presented to the City Council for approval as the City owns the Torrey Pines Property.
a. Florida Vision Property: Had development entitlements of up to 50,000 square feet for office and research and development use.
b. Amber Hills: Had development entitlements of up to 50,000 square feet for office and research and development use.
c. Torrey Pines Property: Had development entitlements up to 100,000 square feet of office and research and development use.
The Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights provides for the assignment of additional Development Rights from GFC to Amber Hills and Florida Vision as follows:
a. Florida Vision Property: 24,250 square feet of office and research and development use entitlements.
b. Amber Hills Property: 28,000 square feet of retail and office and research and development use entitlements.
As a result of the additional assignment, the development entitlements for each property are as follows:
a. Florida Vision Property: is assigned a total of 50,000 square feet of preexisting entitlements for office and research and development use, and 24,250 square feet of additional entitlements for office or research and development use
b. Amber Hills Property: is assigned a total of 50,000 square feet of preexisting entitlements for office and research and development use, and 28,000 square feet of additional entitlements for retail or office or research and development use.
c. Torrey Pines Property: is assigned a total of 100,000 square feet of office and research and development use.
Financial Information: N/A
Special Consideration: N/A
Location of Project: Southern Grove Jobs Corridor
Attachments:
1. Resolution 20-R___;
2. Exhibit “A” to Resolution - Assignment and Assumption of Development Rights and Reaffirmation of Previous Development Rights.
3. Exhibit “B” to Resolution - Second Modification of Deed Restrictions
NOTE: All of the listed items in the “Attachment” section above are in the custody of the City Clerk. Any item(s) not provided in City Council packets are available upon request from the City Clerk.
Internal Reference Number: 2690
Legal Sufficiency Review:
Reviewed by Elizabeth L. Hertz, Deputy City Attorney. Approved as to Legal form and sufficiency by James D. Stokes, City Attorney.