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HomeMy WebLinkAboutChau Family Holdings LLC, Winter Springs Medical Office Development Agreement 2020 11 16 Grant Maloy, Clerk Of The Circuit Court&Comptroller Seminole County, FL Inst#2020134813 Book:9768 Page:982-995; (14 PAGES) RCD: 11/23/2020 8:28:58 AM REC FEE $120.50 THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony A.Garganese City Attorney of Winter Springs Garganese, Weiss,D'Agresta&Salzman,P.A. 111 N.Orange Avenue, Suite 2000 Orlando,FL 32802 (407)425-9566 FOR RECORDING DEPARTMENT USE ONLY d r' d DEVELOPMENT AGREEMENT Winter Springs Medical Office THIS DEVELOPMENT AGREEMENT ("Agreement") is made and executed this 61 day of JJr , 2020, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ("City"), whose address is 1126 East S.R. 434, Winter Springs, Florida 32708, and CHAU FAMILY HOLDINGS III, LLC, a Florida Limited Liability Company, whose address is 1287 Semoran Boulevard, Suite 200, Orlando, FL 32807. WITNESSETH: WHEREAS, Developer is the owner of approximately 5.15 acres, more or less, of real property located west of the intersection of Hacienda Drive and SR 434, in Winter Springs, Seminole County, Florida, zoned C-1 (Neighborhood Commercial) more particularly described herein("Property"); and WHEREAS, Developer has applied for Final Engineering/Site Plan Approval, Aesthetic Plan Approval for the Medical Office, Specimen Tree Removal, and certain Waivers from the City Code in order to construct a Medical Office, Assisted Living Facility, and Retail building on the Property in a phased development; and WHEREAS, pursuant to Chapter 20 Zoning, Article II, Division 1, Section 20-29.1 of the Winter Springs City Code ("City Code"), a community workshop for the Project was held on August 13, 2019; and WHEREAS, S.;ction 20-29(c) of the City Code requires that all site plans and waivers shall be binding on the use of the subject property and, further, that as a condition of approval by the City Commission, all development projects requiring a community workshop pursuant to Section 20-29.1 of the City Code shall be required to be memorialized in a binding development agreement; and DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings 111,LLC Page,1 of 14 Book 9768 Page 983 Instrument#2020134813 WHEREAS, this Development Agreement shall be recorded against the property so that the terms and conditions of approval related to the Project shall run with the land; and NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows: 1.0 Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by this reference.' 2.0 Authority. This Agreement is entered into pursuant to the Florida Municipal Home Rule Powers Act. 3.0 The Property. The real property subject to this Agreement has a tax parcel identification number of 34-20-30-5AW-0000-048A and is legally described in EXHIBIT "A", attached hereto and fully incorporated herein by this reference ("Property"), 4.0 Proiect Description and Requirements. Developer shall, at its expense, design, permit and construct a Medical Office, Assisted Living Facility, and Retail Building in three phases on the Property, for a total of 65,970 square feet of building space, and supporting infrastructure, stormwater pond, parking lots, and landscaping. (Hereinafter the project description and requirements are referred to as the "Project"). Given the intent to de-,W;lop the Property with these three primary uses, the "Overall Master Site Plan", Sheet C-5A of the Final Engineering Plans, attached hereto as EXHIBIT "B" for convenience and incorporated herein by this reference, depicts three "Development Areas": (1) Development Area 1 (Medical Office), (2) Development Area 2 (Retail Building), and (3) Development Area 3 (Assisted Living Facility). These Development Areas do not correspond or relate to the sequence of the phasing of the Project or the extent of infrastructure to be developed in each phase, which is described below in Section 4.1. The Developer has no current plans to subdivide the Property, and the Development Areas depicted represent only future building sites for each of the primary uses rather than separately-owned lots. The Developer shall construct the Project in a manner consistent with the approved Final Engineering/Site Plans, Aesthetic Plans, and Waivers that are on file with the City with the following file numbers and consistent with the requirements contained in this Agreement: File Nos: ZP2018-0015 Final Engineering/Site Plans, AE2020-0009 Aesthetic Review, WA2020-0020 Waiver 4.1 Phasing. The Project shall be developed in three phases as described and outlined in the "Overall Master Site Plan," Exhibit B. Phase One of development shall include the construction of a 10,190 square-foot medical office in Development Area 1, fifty (50) parking spaces, two access driveways from SR 434, internal drive aisles connecting the access DEVELOPMENT AGREEMENT City of Winter Springs and Chan Family Holdings III,LLC Page 2 of 14 Book 9768 Page 984 Instrument#2020134813 driveways and surrounding the medical office, all utility infrastructure for the Project and stub- outs to each Development Area, stormwater pond, wall along the southern boundary of the Property, and certain landscaping as identified in the site landscaping plan. With respect to tree replacement, the Developer shall be required in Phase One to plant at least 639 credits of new trees, with the remaining 150 credits to be placed in Phases Two and Three. Developer shall receive building permits and substantially commence vertical construction of buildings for Phase One of the Project, which shall at minimum include building foundations, within one (1) year of the Effective Date of this Agreement. Phases Two and Three-of the Project shall include a 6,400 square-foot Retail Building and a 114- bed, 49,380 square-foot Assisted Living Facility (ALF), and all remaining parking and landscaping within each associated Development Area not already completed during Phase One. The Developer has not identified the sequence of construction of the Retail Building and Assisted Living Facility, but the Developer shall complete Aesthetic Review of each building, obtain building permits, and substantially commence vertical construction, which shall at minimum include building foundations, of all buildings in Phases Two and Three within five (5) years of receiving certificates of- ccupancy for Phase One. If the Developer fails to obtain such building permits, aesthetic approvals, and commence vertical construction within the aforesaid timeframes above, the City shall have the right to declare the Developer in default pursuant to Paragraph 22.0 of this Agreement. If the Developer does not cure the default within the cure period, the City shall have the right, but not obligation to, terminate this Agreement without penalty. 4.2 Specific conditions of approval. Specific conditions of approval for the above-referenced Final" Engineering Plans, Aesthetic Plans and Waivers, include the following, which are also addressed in the staff report for the Final Engineering/Site Plans, Aesthetic Plans, and Waivers: A. A Cross:Access.Easement, Shared Parking Agreement, and Utilities and Drainage Easements shall be approved and provided to the City prior to the approval of any future lot split or subdivision of the Property. Shared parking between Development Area 1 (Medical Office) and Development Area 3 (Assisted Living Facility) shall be required in the event the applicant splits or subdivides the Property. Should the parties ever mutually desire to terminate said Easements and Shared Parking Agreement, prior to executing such termination, the Parties shall seek and receive consent from the City of Winter Springs and obtain an amendment to the site plan. B. The Developer shall be required to stub-out a common driveway access to the adjacent parcel, Parcel ID 34-20-30-5AW-0000-048D, for future connection to that parcel either prior to receiving a certificate of occupancy for the Development Area 2 (Retail Building) or upon the development of the adjacent parcel, whichever occurs first. Further, should the adjacent property owner ever develop that parcel, the Developer agrees it shall enter into a Cross Access Easement with the adjacent property owner in a form satisfactory to the City subject to a mutual cross access through the adjacent parcel. Should the parties ever mutually desire to terminate said Cross Access Easement over the common driveway access, prior to executing `` DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 3 of 14 Book 9768 Page 985 Instrument#2020134813 such termination, the Parties shall seek and receive consent from the City.of Winter Springs and obtain an amendment to the site plan. C. Upon completion of Phase One,.the Development Areas 2 and 3 shall be graded, seeded; and mulched in preparation for future development. The Developer shall be required to maintain the grass and vegetation in. Development Areas 2 and 3 prior to commencement'of construction in these Areas. D. Developer shall be required in Phase One to.plant at least 639 credits of new replacement trees, with the remaining 150. credits to be placed in.Phases Two-and Three. All required tree replacements in each Development Area shall be planted prior to the issuance. of any .final certificate of occupancy -for any -building in such Development Area. Tree replacements and landscaping shall be subject to the obligation,of ongoing-.maintenance and replacement for the first two .years following:planting, at the Developer's expense, if the. City - determines, after reasonable inspection, that .any tree or: landscaping has become severely . diseased or damaged to the point that the viability of the tree or landscaping has been significantly. compromised. In the. event that Developer fails. .to. perform the. necessary . maintenance, repairs or replacements of any of the trees or landscaping,the City shall.have the right, but not: obligation, to conduct said maintenance, repairs or replacements and.recover the. actual cost thereof from the Developer. Prior to exercising that right, the City shall.provide the Developer written:notice and an explanation-of the specific default and at least thirty(30)days in which to cure the default.. If Developer fails to cure the default by the end.of the cure period,the City may exercise its rights to maintain and replace at any time thereafter. The Developer. shall additionally submit: (1) a $65,700.00 tree bank mitigation payment for trees.that are not possible to replace on the Property; and (2) a Landscape Performance and Maintenance Bond in a form acceptable to the City Attorney ensuring planting and installation 'of all required trees and landscaping, including in all three Development Areas, should the Project or any individual Phase be abandoned after the Property has been cleared and proper maintenance of the trees for two (2) years after.planting. Given-the phased nature and lengthy duration of the.Project, the Landscape Performance and Maintenance bond must have a duration that is automatically extended, without notice to.the surety, for successive.periods until all landscaping:requirements have been.completed-or be.provided in a similar form acceptable to the .City.Attorney. The tree bank mitigation payment and Landscape Performance and Maintenance Bond shall be submitted prior to obtaining.the first clearing and grading or building permit,whichever is earlier. The City agrees that.it shall refund to Developer a portion of the tree bank mitigation.payment equivalent to the value of any additional credits of-trees .planted within three (3). years of receiving a certificate of -occupancy for Phase One, which are not currently included in the approved Landscape Plan. The Developer shall not be eligible for tree bank mitigation payment refund if -the additional trees are planted thereafter. E. _ The 15' Utility Easement as referenced on Sheets C-5A2 and C=7A of the Final Engineering Plans shall be.dedicated and an appropriate bill ofsale for the sanitary sewer main and associated improvements shall be delivered to the City prior to the issuance of the certificate of occupancy for Phase One in a form acceptable to the City Attorney. Upon DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 4 of 14 Book 9768 Page 986 Instrument#2020134813 completion and acceptance of the sanitary sewer main by the City, conveyance of the sanitary sewer improvements shall be by bill of sale and free and clear of all liens. F. The Final Engineering Plans shall be updated to provide a detail of the potable water service line and the above-ground installation of an RPZ backflow prevention assembly needs to be included and shown. G. No building in the Project shall exceed a height of three stories. H. The City Commission herein imposes certain use restrictions greater than those otherwise specified in the C-1 zoning district to ensure any negative impacts of the commercial development are minimized and to ensure the future development is compatible with the surrounding uses. The following uses shall be permitted on the Property: 1. Animal hospitals and veterinary clinics (with no outside kennels) 2. Art supplies and picture framing shops 3.• Artists' (such as painters,:",sculptures, and-craft makers) studios 4: Cleaners, Alterations, Tailoring and Shoe Repair 5. Confectionary and ice cream stores (including outside dining) 6. Dance and music studios . 7. Health and exercise clubs and athletic training facilities 8. Interior decorating and draperies 9. Office a. Advertising Agencies b. Attorney c. Bookkeeper d. Dental e. Insurance f Medical g. Professional and Business h. Title Companies i. Travel Agency 10. Pet shops and grooming 11. Photographic studios 12. Restaurants and outdoor`dining; cafes 13. Retail uses as follows: . a. Bakery b. Bicycle c. Bookstore d. Hardware e. Health Food f. Florist g. Office and Stationary Supplies 14. Retirement hordes, including nursing homes, assisted living facilities, and independent living facilities DEVELOPMENT AGREEMENT City of Winter Springs and Chan Family Holdings III,LLC Page 5 of 14 Book 9768 Page 987 Instrument#2020134813 15. Swimming pool sales, service and supplies 5.0 Future Permitting. The Developer shall be required to obtain Aesthetic Review approval for Phases Two and Three, as well as building permits, as required by the Winter Springs City Code. Future permitting schedules are as established in Section 4.1 above. 6.0 Representations of the Parties. The City and Developer hereby each represent and warrant to the other that it has the power and authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. The Developer further agrees and makes the following representations and warranties to the City: A. The Developer is lawfully seized of the Property in fee simple and has full and lawful authority to execute this Agreement and bind the Property as set forth herein. B. The Property is free and clear of all mortgages and liens. This Agreement will, when duly executed and delivered by the City and Developer, constitute a legal, valid and binding obligation enforceable against the parties hereto. Upon recording of this Agreement in the Public Records of Seminole County, Florida, the Agreement shall be a binding obligation upon the Property in accordance with the terms and conditions of this Agreement. Developer represents that it has voluntarily and willfully executed this Agreement for purposes of binding himself and the Property to the terms and conditions set forth in this Agreement. 7.0 Successors and Assigns. This Agreement shall automatically be binding upon and shall inure to the benefit'of the City'and 'Developer and their respective successors and assigns. The terms and conditions of this Agreement similarly shall be binding upon the Property, and shall run with title to the same upon being duly recorded against the Property by the City. 8.0 Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue of any litigation arising out of this Agreement shall be in Seminole County, Florida or, for federal court actions, in Orlando, Florida. 9.0 Amendments. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto (or their successors or assigns) and approved by the City Commission. 10.0 Entire Agreement; Exhibits. This Agreement and all attached exhibits hereto supersede any other agreement, oral.or written, regarding the Property and contain the entire agreement between the City and Developer as to the subject matter hereof. The Exhibits attached hereto and referenced herein are hereby fully incorporated herein by this reference. DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 6 of 14 Book 9768 Page 988 Instrument#2020134813 11.0 Severability. If any provision of this Agreement shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the same shall not affect in any respect the validity or enforceability of the remainder of this Agreement. 12.0 Effective Date. This Agreement shall become effective upon approval by the City Commission and execution of this Agreement by both parties hereto. 13.0 Recordation. Upon full execution by the Parties, this Agreement shall be recorded in the Public Records of Seminole County, Florida by the City. The Developer shall be responsible for all recording fees associated with this Agreement. 14.0 Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Developer is an independent contractor and not an agent of the City. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner, which would indicate any such relationship with the other. 15.0 Sovereign Immunity: The City intends to avail itself of sovereign immunity and other applicable limitations on City liability whenever deemed applicable by the City. Therefore, notwithstanding. any other provision set forth in this. Agreement, nothing contained in this Agreement shall be construed as a waiver'of the Cit' right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed'on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to' aiiy'one person for,more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments.paid by the: State or its agencies and.subdivisions arising out of the same incident or occurrence, exceeds he sum of three hundred thousand dollars ($300,000.00). 16.0 City's Police Power. Developer agrees and acknowledges that the City hereby reserves all police powers granted to the City by law. In no way shall this Agreement be construed as the City bargaining away or surrendering its police powers. 17.0 Interpretation. The parties hereby agree and acknowledge that they have both participated equally in the drafting of this Agreement and no party shall be favored or disfavored regarding the interpretation to this Agreement in the event'of a dispute between the parties. 18.0 Third-Party Rights. This Agreement is not a third-party beneficiary contract and shall not in any way whatsoever create any rights on behalf of any third party. 19.0 Specific Performance. Strict compliance shall be required with each and every provision of this Agreement. •The parties agree that failure to perform the obligations provided by this Agreement shall result in irreparable damage and that specific performance of these obligations may be obtained by a suit in equity. . DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 7 of 14 Book 9768 Page 989 Instrument#2020134813 20.0 Attornev's Fees. In connection with any arbitration or litigation arising out of this Agreement, each party shall be responsible for their own attorney's fees and costs. 21.0 Development Permits. Nothing herein shall limit the City's authority to grant or deny any development permit'applications or requests subsequent to the effective date of this Agreement in accordance with the criteria of the City Code and the requirements of this Agreement. The failure of this Agreement to address any particular City, County, State and/or Federal permit, condition, term or restriction shall,not relieve Developer or the City of the necessity of complying with the law governing said permitting requirement, condition, term or restriction. Without imposing any limitation on the City's police powers, the City reserves the right to withhold, suspend or terminate any and all certificates of occupancy for any building, trailer, structure or unit if Developer is in breach of any term and condition of this Agreement. 22.0 Default. Failure by either party to perform each and every one of its obligations hereunder shall constitute a default, entitling the non-defaulting parry to pursue whatever remedies are available to it under Florida law or equity including, without limitation, termination of this Agreement, an action for specific performance, and/or injunctive relief. Prior to any party filing any action as a result of a default under this Agreement, the non-defaulting party shall first provide the defaulting parry with written notice of said default. Upon receipt of said notice, the defaulting party''shall be provided a thirty (30) day opportunity in which to cure the default to the reasonable satisfaction of the non-defaulting party prior to filing said action. 23.0 Termination. The City shall have the unconditional right, but not obligation, to terminate this Agreement, without notice' or penalty, if Developer fails to receive building permits and substantially commence vertical constructiori of buildings in accordance with the timelines established in Section 4.1. The Developer may apply to the City Commission for an extension of this Agreement, which may be granted upon good cause shown. In addition, the City shall have the right, but not obligation, to terminate the Agreement if Developer permanently abandons construction of the Project, provided, however, the City shall first deliver written notice and an opportunity to cure to the defaulting party as set forth in Section 22.0 above. If the City terminates this Agreement, the City shall record a notice of termination against the Property in the public records of Seminole County, Florida. 24.0 Indemnification and Hold Harmless. Developer shall be solely responsible for designing, permitting, constructirig,.operating and maintaining this Project. As such, Developer hereby agrees to indemnify, °`release, and Bold harmless the City and its commissioners, employees and attorneys from and :against -all claims, losses, damages, personal injuries (including, but not limited to, death), or liability (including reasonable attorney's fees and costs through all appellate proceedings), directly. or indirectly arising from, out of, or caused by Developer and Developer's contractor's and subcontractor's performance of design, permit and construction, and maintenance activities in furtherance of constructing the Project and maintaining the improvements of this Project. This indemnification shall survive the termination of this Agreement. 25.0 Force Maieure. The parties agree that in the event that the failure by either party to accomplish any action required hereunder within a specified time period ("Time Period") DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 8 of 14 Book 9768 Page 990 Instrument#2020134813 constitutes a default under the terms of this Agreement and, if any such failure is due to any unforeseeable or unpredictable event or condition beyond the control of such party, including, but not limited to, acts of God, acts of government authority (other than the City's own acts), acts of public enemy or war, riots, civil disturbances, power failure, shortages of labor or materials, injunction or other court proceedings beyond the control of such party, or severe adverse weather conditions ("Uncontrollable Event"), then, notwithstanding any provision of this Agreement to the contrary,that failure shall not constitute a default under this Agreement and any Time Period proscribed hereunder shall be extended by the amount of time that such party was unable to perform solely due to the Uncontrollable Event. The extended time period shall be agreed to in writing by the parties and said agreement shall not be unreasonably withheld by either party. 26. Notice. Whenever either party desires to give notice to the other, notice shall be sent by hand delivery or certified mail,return receipt requested, and shall be sent to: For the City: Shawn Boyle, City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 With additional notice to: Anthony A. Garganese, City Attorney Garganese, Weiss,D'Agresta& Salzman, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802 For Developer: Chau Family Holdings III, LLC 1287 N. Semoran Boulevard Suite 200 Orlando, FL 32807-3530 Either party may freely modify their respective contact person and address contained in this Paragraph by providing written notice of the modification to the other party. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; and if mailed, on the third business day after mailing. 27.0 Assignment. Prior to completing the construction of the Project and reaching final build-out of the Project, Developer shall not assign this Agreement without the prior written DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings IIl,LLC Page 9 of 14 Book 9768 Page 991 Instrument#2020134813 consent of the City. Such assignment shall also require the written approval of the City by amendment to this Agreement, which shall not require a public hearing and shall not be unreasonably withheld. However, Developer shall be entitled to assign its rights and obligations under this Agreement to a parent, subsidiary, or affiliated entity in which Developer or its members are members or interest holders without City consent, provided that the City is given notice of such assignment in accordance with Section 26.0 herein. Any assignment authorized by this subparagraph shall require the assignee to be a formal signatory to this Agreement and fully assume all of Developer's obligations, commitments, representations, and warranties under this Agreement. In any assignment, the rights and obligations contained herein shall be binding on successors in interest to the Property, and the terms and conditions of this Agreement shall bind and inure to the benefit of the parties hereto and any respective successors and assigns. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first above written. es O jr CITY OF WINTER SPRINGS INC o . By: ? a Char Lacey, or A'•• ��L ,•; `' Date: l 1 ICo�Zozo ATTEST: ->,Y By: Christian Gowan, City Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. CITY SEAL Date: !/ )1P By: Anthony A. Garganese, City Attorney for the City of Winter Springs, Florida STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged bef re me by means of ( ) physical presence or(___) online notarization, this 1.I day of b V nn , 2020,by Charles Lacey, Mayor of the City of Winter Springs, Florida, a Florida municipal corporation, on behalf of the corporation, who is ersona own to me or produced as identification. DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 1 o of 14 Book 9768 Page 992 Instrument#2020134813 (NOTARY SEAL) I 1 (Notarybl Pu ' ignature) (Print Name) 40 Notary Public state of Florida Notary Public, State of ELOYi Gt a- f � Trison M Motter 4 � MY Commission GG 053677 COmm1SSlOri No.: �, ^ Expires 02/0212024 My Commission Expires: _ Signed, sealed and delivered in the CH F ILY HOLDI S III,LLC presence of the following witnesses: Print name and title: E�� Jam C Ct I @yy\�� ature of Witness Date: lao -ac Printed Name of Witness Signature o6Witness Printed Name of Witness STATE OF COUNTY OF / The foregoing instrument was acknowledged before me by means of (�� physical presence or (__) online notarization, this _ day of , 2020, by_n 1__(u n C Qu, the �� of Chau Family Holdings III, LLC, a limited liability company, on behalf of the company, who is personally known to me or produced "►erg t,j QA yam_ as iden ' tion. (NOTARY SEAL) (Notary M1c Signature) Andria G.Clark if, as NOTARY PUBLIC (Print Name). VEIP STATE OF FLORIDA Notary Public, State of 1Ortao' _ Comm#GG270252 Commission No.: C of`7 Q oZ Expires 2/1812023 My Commission Expires: \ DEVELOPER.-IS HEREBY ADVISED THAT SHOULD DEVELOPER FAIL TO FULLY EXECUTE, AND DELIVER TO THE CITY, THIS AGREEMENT WITHIN THIRTY (30) DAYS FROM THE DATE THAT THE CITY COMMISSION APPROVES THIS AGREEMENT, THIS AGREEMENT, AND THE DEVELOPMENT PERMIT DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 1 I of 14 Book 9768 Page 993 Instrument#2020134813 APPROVALS REFERENCED HEREUNDER, SHALL AUTOMATICALLY BE DEEMED NULL AND VOID. DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 12 of 14 Book 9768 Page 994 Instrument#2020134813 EXHIBIT A PROPERTY LEGAL DESCRIPTION LEGAL DESCRIPTION -WINTER SPRINGS MEDICAL OFFICE THAT PARTOF LOTS 48 AND 49,.ENTZMINGER FARMS ADDITION NO. 2,AS RECORDED IN PLAT BOOK 5; PAGE. 9, PUBLIC RECORDS OF SEMINOLE COUNTY_FLORIDA, DESCRIBED AS FOLLOWS: FROM THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF STATE ROAD NO.:434 AND THE EASTERLY RIGHT OF WAY LINE OF MOSS ROAD; RUN SOUTH 88'23'42".EAST ALONG SAID SOUTHERLY RIGHT OF WAY.LINE.OF STATE ROAD NO: 434 A DISTANCE OF 999.34 FEET TO'THE POINT OF CURVATURE OF A CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1330.00 FEET;THENCE RUN EASTERLY ALONG THE ARC OF SAID CURVE-343:80 FEET THROUGH A CENTRAL ANGLE-OF 14"4838" FOR.THE POINT OF BEGINNING; THENCE CONTINUE EASTERLY ALONG THE ARC OF SAID CURVE 96.35- FEET THROUGH A CENTRAL ANGLE OF 04°09'03" TO THE POINT OF TANGENCY; THENCE RUN NORTH 72°38'37" EAST 759.88 FEET; THENCE LEAVING SAID:SOUTHERLY RIGHT OF WAY LINE OF STATE ROAD NO. 434, RUN SOUTH 17°21'23" EAST, 21.40 FEET; THENCE NORTH 72°38'37" EAST,.34.00 FEET; THENCE SOUTH 17°21'23"EAST, 17:3.60,FEET; THENCE SOUTH 32°36'44" EAST, 57.01 FEET; THENCE SOUTH 72°38'37" WEST 808.88 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE.NORTHERLY AND HAVING A. RADIUS OF 1580.00 FEET; THENCE RUN' WESTERLY ALONG THE ARC OF SAID CURVE 114.46 FEET THROUGH A CENTRAL ANGLE OF 04°09'03" TO A POINT; THENCE LEAVING SAID. CURVE.RUN.NORTH 13012'20"WEST.250.00 FEET TO.THE.POINT OF.BEGINNING, TOTAL AREA-CONTAINS 224,508 SQUARE FEET OR 5.1539 ACRES MORE OR LESS. DEVELOPMENT AGREEMENT City of Winter Springs and Chau Family Holdings III,LLC Page 13 of 14 Book 9768 Page 995 Instrument#2020134813 EXHIBIT B OVERALL MASTER SITE PLAN AaS SAP' L h vmydDL,yptn+ss -'' _,� . . . . . xMry _ A'� -_yr�'1iti ti�,�\eig•�� c ♦ Tdso„'al` . .3 :: fe E:/� i:�<D Yit s r5uiue - Ki�xm ` �` r" s.;�s�y\s��•;f r:' s. zox)to °�3,:L;.^�".�. -' " - L1YD us[ �S pq 1L L_GL=q`�..oc.��'.:d: . T H'k.CtVE:LUTA:EVr F7N1 - v—,—�-}��• -'va �} iiwv4 sS� t" t1AlITRS4111fi:S h'fRtUL utI1.7. FEG r-0 ' CAS4STA7CHUa[)LI r CSA a�.....�_....1�»� DEVELOPMENT AGREEMENT City of Winter Springs and Chan Family Holdings III,LLC Page 14 of 14