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HomeMy WebLinkAboutWinter Springs Property Holdings Developer's Agreement [from PUD Zoning Ordinance 2015-08 (Integra 360)] CITY OF WINTER SPRINGS PUD DEVELOPER'S AGREEMENT (PUD ZONING ORDINANCE NO. 2015-08) THIS PUD DEVELOPER'S AGREEMENT (this "Agreement) is made and entered into this5T)`day of January, 2016, by and between WS Property Holdings, LLC, a Florida limited company ("OWNER"), and the City of Winter Springs, a municipal corporation existing under the laws of the State of Florida(the"CITY"). RECITALS: A. OWNER is the owner of certain real property located within the City of Winter Springs, and on such property it intends to develop a mixed-use development project and related amenities, which real property is more particularly and legally described on EXHIBIT "A" attached hereto and by this reference incorporated herein (the "Property). B. The Property has a future land use designation of"Mixed Use" under the City's Comprehensive Plan ("Comprehensive Plan") and is subject to the requirements of Future Land Use Element, Goal 4 (and related Objectives and Policies) of the Comprehensive Plan. C. Future Land Use Element, Policy 4.2.4, more specifically provides that a mixed use designated property within the City is required to have a master plan, development agreement, and Planned Unit Development (PUD) zoning classification unique to each development, to ensure that tracts of land are developed as a whole throughout the mixed use category, to provide continuity among the various land uses, and to create a compact and walkable environment. D. The City's PUD zoning requirements are governed by Section 20-351, et. seq. of the City Code, and in accordance with these code provisions, OWNER is required to negotiate and seek approval from the City of a development agreement and a master plan as a condition of the PUD zoning classification. E. This Agreement and the attached master plan and other attachments hereto have been negotiated and agreed to, in accordance with the requirements of Goal 4 (and related Objectives and Policies) under the Comprehensive Plan, as well as Section 20-351 et. seq., for purposes of implementing the mixed use future land use designation and permitting and constructing the development project on the Property, which is more fully described in this Agreement. F. Upon approval of the PUD zoning ordinance and the required development agreement and master plan, it is the intent that the PUD zoning designation, development agreement, and master plan will govern the future development of the Property, along with other generally applicable provisions of the City's Comprehensive Plan and City Code. 1 G. In accordance with Section 20-354(4) of the City Code, the City conducted a publicly noticed community meeting on May 19, 2015 and again on November 17, 2015, at which the public was afforded an opportunity to review the proposed development project as set forth in the master plan and this Agreement. H. In accordance with Section 20-354(5) of the City Code, the City's Planning & Zoning Board held an advertised public meeting on December 2, 2015 to consider the change of zoning on the Property to PUD, the attached master plan, and this Agreement and recommended approval of the same to the City Commission. 1. As required by Section 20-354(6) of the City Code, the City Commission held two advertised public hearings, on January 11, 2016 and January 25, 2016, to consider the recommendations of the Planning & Zoning Board and City staff, and after hearing and considering testimony and factual information submitted by the OWNER and members of the public, approved the PUD zoning Ordinance No. 2015-08, the master plan described in Section 2(b)below, and this Agreement J. The City Commission hereby finds that this Agreement is consistent with the CITY'S Comprehensive Plan and City Code, and that the terms, conditions, restrictions, and requirements set forth herein have been adopted as a condition of the corresponding PUD zoning Ordinance No. 2015-08 adopted by the City Commission on January 25, 2016, and therefore, such terms, conditions, restrictions, and requirements shall constitute a development order having the same force and effect of a duly adopted zoning regulation. K. The OWNER hereby consents to, and agrees the Property shall be bound by, the terms, conditions, restrictions, and requirements of Ordinance No. 2015-08 and this Agreement. NOW THEREFORE, in consideration of the terms and conditions set forth in this agreement, and as required by the City's Comprehensive Plan and Ordinances for a Mixed Use/PUD development project, the CITY and OWNER agree as follows: 1. INCORPORATION OF RECITALS. The foregoing recitals are true and correct and are fully incorporated herein by reference as a material part of this Agreement. 2. DEVELOPMENT STANDARDS. The following development standards shall apply to the Property and shall be deemed incorporated into the PUD zoning designation approved for the Property for purposes of controlling the future development of the Property: (a) Intent and Purpose: The intent and purpose of this Agreement is to require the Property to be developed in accordance with development standards which are unique to the Property, as specifically set forth herein and the Master Plan. The Property shall be developed with a mix of commercial, multi-family residential, and conservation land uses which are specifically listed in the base development program. In addition, the land uses allowed on the Property shall be integrated and developed as a whole to provide 2 continuity, to create a compact and walkable environment, and to preserve conservation areas. Further, the Property shall be developed to provide a compatible transition to and connectivity with adjacent existing and future land uses, particularly the future Greeneway Interchange District located along the eastern boundary of the Property. (b) Master Plan: The Property shall be developed as a mixed use project in furtherance of this Agreement and the Master Plan depicted on EXHIBIT "B" attached hereto and incorporated herein by this reference ("Project"). The Master Plan is intended to be the general blueprint which details key aspects of the future physical development of the Property. The Master Plan shall also serve as a necessary guide for future permit applications and permitting. OWNER shall have the obligation to further submit and obtain the CITY's approval of a final site plan and final engineering plans ("Final Engineering Plans") consistent with the Master Plan in all material respects and in compliance with the City Code, with the single exception of the location and footprint of the depicted commercial buildings. The commercial buildings are intended to be for illustrative purposes only and may be modified during the final engineering process so long as the buildings comply with the development standards set forth in this Agreement including, but not limited to, the minimum and maximum intensity requirements set forth in subparagraph (c)(ii). OWNER acknowledges and agrees that the Master Plan was not created with specific surveyed dimensions and that during the Final Engineering Plan process such dimensions shall be surveyed, duly engineered, and provided to the CITY for consideration under applicable City Codes. The Master Plan shall be subject to reasonable adjustments at the Final Engineering Plan phase in order to bring the Project into full compliance with the City Code, and as a result, the exact location, layout and dimensions of the Parcels, buildings, landscaping, rights-of-way and trails, the traffic control signal and mast arm, recreational amenities, and stormwater areas may vary slightly between Master Plan approval and approval of the Final Engineering Plans. These changes shall be allowed as long as the changes are consistent with the development standards noted in this Agreement and preserve the general character of the development shown on the Master Plan. (c) Base Development Program: The Property shall be developed as Parcel A (Multi-Family Residential, Conservation) and Parcel B (Commercial/Office) upon the CITY's approval of the final plat required by Section 3 of this Agreement. The following development standards shall govern the Property: (i) Parcel A. The size of Parcel A shall be configured and legally described to be +/- 29.81 acres, and shall constitute +/- 75% of the development of the Property. The permissible land uses and maximum density and intensity allowed on Parcel A are as follows: Luxury Apartment Units. Parcel A shall consist of a maximum of 340 residential multi-family dwelling units consisting of a mix of studio, one, two, and three bedroom luxury apartments. The minimum size apartment unit shall be no less than 629 square feet of living space under air and the maximum size apartment shall be no greater than 1,310 square feet under air. The average square footage of all of the units shall be no less than 1,028 square feet of living space under air. Garage and common area space shall not be included in the calculation of unit square footage required by this 3 Agreement. The mix of luxury apartment unit types and their corresponding unit size range shall be as follows: Number of Apartment Units Type of Unit Area of Unit (SF) 125 (maximum) lbd lba or studio 629—900 (range) 215 (minimum) 2/3bd 2ba 1080— 1310 (range) 340 maximum total units In the event that OWNER constructs less than 340 units, no more than thirty-five percent (35%) of the total number of units shall be one bedroom or studio apartments and the remaining units will consist of two and three bedroom apartments. The luxury apartment units shall be constructed within three different building types as generally depicted on the building elevations plan set forth on EXHIBIT "C" which is attached hereto and incorporated herein by this reference. Several of the four story apartment buildings shall also include "tuck under garage units" on the ground floor. The building types shall be located as generally depicted on the Master Plan in order to provide a sense of aesthetic variation. However, the elevations, roof lines, and architectural features depicted on EXHIBIT "C" for the apartment buildings may have to be adjusted during the CITY'S final review and approval procedures to satisfy the requirements of the City Code. Carriage Units. Parcel A shall also consist of 10, two story carriage unit buildings with a total of 20 separate and independent carriage units, with each carriage unit constituting one (1) luxury apartment unit. Each carriage unit building shall consist of two independent luxury one bedroom, one bath apartment units with four attached garages. The minimum size carriage unit shall be no less than 720 square feet of living space under air, not including the garage or common area space. One (1) garage shall be leased with each independent carriage unit, and remaining garages shall be required to be leased or assigned to tenants residing in one of the 340 luxury apartment units. The carriage units shall be constructed within a carriage unit building generally depicted on the building elevation plan set forth on EXHIBIT "D" which is attached hereto and incorporated herein by this reference. However, the elevations, roof lines, and architectural features depicted on EXHIBIT "D" for the carriage unit buildings may have to be adjusted during the CITY'S final review and approval procedures to satisfy the requirements of the City Code. Accessory Garage Structures. Parcel A shall further consist of 15 one story, garage accessory structures. Each garage structure shall be fully enclosed and include between 4 to 6 independent vehicle parking bays which shall be required to be leased or assigned to tenants residing in one of the 340 luxury apartment units. Any other use of the garage accessory structures shall be prohibited. The accessory garage structures shall be constructed as generally depicted on the building elevation plan set 4 forth on EXHIBIT "E" which is attached hereto and incorporated herein by this reference. However, the elevations, roof lines, and architectural features depicted on EXHIBIT "E" for the accessory garage structures may have to be adjusted during the CITY'S final review and approval procedures to satisfy the requirements of the City Code. Other Permitted Uses. The following land uses shall also be allowed on Parcel A: private open space and recreation facilities and public utilities that serve the on-site development, including but not necessarily limited to a clubhouse, leasing center, trash compactor, maintenance building, dog park, tot lot, and other ancillary uses commonly associated with a first class apartment development; a master stormwater pond(s) that service Parcels A and B; conservation area; and home occupations authorized by City Code. Prohibited Uses. All land uses not expressly authorized hereunder shall be strictly prohibited on Parcel A. (ii) Parcel B The size of Parcel B shall be configured and legally described to be no less than 10 acres and shall constitute +/- 25% of the development of the Property. A minimum of 100,000 square feet of commercial/office space at final build out shall be required to be constructed on Parcel B. The allowed land uses and the maximum density and intensity on Parcel B are as follows: Commercial/Office Uses Only. The following permissible commercial/office land uses are allowed on Parcel B: • Aeronautics and Aerospace Research and Development Facilities • Alternative Energy Research and Development • Architectural, Engineering, Legal, and Planning Services • Biotechnical Research and Development • Business Schools and Computer Management Training • Computer and Electronic Product Research and Development • Computer Systems Design and Related Services • Computer Animation and Simulation • Hotels and Convention Center • Corporate Office/Business Park Development • Data Centers and Data Warehousing • Diagnostic Laboratories • Fuel Cell Research and Development • General office development (from single tenant to corporate office park, including medical and dental clinics and laboratories) • Banking and financial institutions such as mortgage companies and investment brokers and consultants regulated by the Securities and Exchange Commission • Hydraulics and Robotic Research and Development • Information Technology Companies • Medical Laboratories 5 • Nanotech Research and Development • Pharmaceutical and Medical Research Development • A maximum of one (1) restaurant with table side food and beverage service and no drive- through, with or without on-site alcoholic beverage consumption • Small deli-style restaurants as an accessory use to an office building, provided such restaurant is located within the office building. • Scientific Research and Development • Software Development and Programming • Major Professional and Amateur Sports Corporate Offices • Communications Research and Development Complex or Office • Trade Schools and Universities Supporting Target Industries • Other target industries approved by the City Commission and not listed as a permitted use, provided the City Commission determines the other target industry will have a projected significant positive economic and fiscal impact that will optimize and diversify the City's economic tax base consistent with the policies established by the City Commission in the City's Comprehensive Plan and/or Economic Development Plan. Other Permitted Uses. The following land uses shall also be allowed on Parcel B: public utilities that serve the on-site development. Conditional Uses. The following conditional uses may be permitted upon approval by the City Commission in accordance with the standard procedures and criteria for conditional use permits set forth in the City Code: • A building floor area ratio (FAR) in excess of 1.0, but no greater than 2.0 • Additional restaurants in excess of the one restaurant allowed as a permissible use with table side food and beverage service and no drive-through, with or without on-site alcoholic beverage consumption. • A restaurant with drive-through or no tableside food and beverage service, with or without alcoholic on-site beverage consumption Prohibited Uses. All land uses not expressly authorized hereunder shall be strictly prohibited on Parcel B. (d) Phased Development Project. It is anticipated that the Project will be developed in phases, with Parcel A being developed in the first phase. The entire Project will be platted at one time, and all required right of way for public streets and other public infrastructure necessary for the development of each phase shall be dedicated at plat. The public streets, sidewalks, master stormwater pond and related public infrastructure necessary for the development of each phase shall be designed, permitted, 6 and completed in conjunction with the applicable phase of development as more particularly described herein. (e) Removal of Existing Billboard: Pursuant to section 16-77 (e)(2), the existing billboard shall be permanently removed at such time development on Parcel A or Parcel B commences. In addition, the existing silviculture activities on the Property shall permanently cease at such time development on Parcel A or Parcel B commences. (f) Minimum Building and Lot Standards: The following additional minimum development standards shall apply to the Property: Parcel A (4 Story Luxury Apartment Buildin s) Building Height (max) 4 stories Building Setbacks : Front 10' Side 5' Side Corner 25' Rear 10' From Property Line 5' (15' from street side) From Wetland 15' minimum, 25' average (1) Cupolas, spires, domes, pinnacles, chimneys, penthouses and similar architectural features may be erected to a height greater than any limit prescribed in this Agreement, provided each feature does not exceed 600 square feet in area and does not extend more than 30 feet above the designated height limits noted in this Agreement. Building height is measured as the vertical distance from the lowest point on the tallest side of the structure to the top of the cornice, eave, or similar architectural feature. (2) Setbacks shall be taken from the paved surface areas of the adjacent parking lot(s). Roof overhangs shall be allowed to encroach into the setback for up to 2 feet, but in no event shall they encroach into a utility easement. An exception to the 10' front set back from the paved surface of the adjacent parking lot may be approved by the City for the buildings with first floor "tuck under" garages, if the OWNER demonstrates that the exception is reasonably necessary during final engineering. Parcel A (2 Story Luxua Carriage Units and Accessory Garage Structures) Building Height(max) 2 stories Building Setbacks Front 10' Side 5' Side Corner 15' Rear 10' From Property Line 5' (15' from street side) From Wetland 15' minimum, 25' average (1) Cupolas, spires, domes, pinnacles, chimneys, penthouses and similar architectural features may be erected to a height greater than any limit prescribed in this Agreement, provided each feature does not exceed 600 square feet in area and does not extend more than 30 feet above the designated height limits noted in this Agreement. Building height 7 is measured as the vertical distance from the lowest point on the tallest side of the structure to the top of the cornice, eave, or similar architectural feature. (2) Roof overhangs shall be allowed to encroach into the setback for up to 2 feet, but in no event shall they encroach into a utility easement. Open porches are allowed to encroach up to ten(10) feet into the front setback. (3)Accessory garage structures may be one(1) story. Parcel B East Site West Site (Commercial/Office) Lot Size, Width and Depth NA NA Building Height 2 stories minimum 2 stories minimum ; 5 stories maximum 5 stories maximum Setbacks from: SR 434—for 100' maximum, 100' maximum, commercial property 0' minimum 0' minimum Entrance Boulevard 10' min. 10' min. Side 5' min. 5' min. Rear 5' min. 5' min. (1) Cupolas, spires, domes, pinnacles, chimneys, penthouses and similar architectural features may be erected to a height greater than any limit prescribed in this Agreement, provided each feature does not exceed 600 square feet in area and does not extend more than 30 feet above the designated height limits notes in this Agreement. Building height is measured as the vertical distance from the lowest point on the tallest side of the structure to the top of the cornice, eave, or similar architectural feature. (2) Only one bay of parking will be allowed in front of the building along SR 434, but it is encouraged to have building frontages setback to the right-of-way line of SR 434 in accordance with the intent of the SR 434 Corridor Vision Plan design standards with no parking in front of the buildings. A minimum of seventy-five percent (75%) of the building fagade must be within the 100' maximum setback from SR 434. (3) One story buildings may be allowed if constructed for and occupied by a standalone restaurant permitted under this Agreement. (g) Impervious Surface Area: The maximum impervious surface area on the Property, excluding the required conservation area depicted on the Master Plan 5.12 acres), shall be as follows: (i) Parcel A: 75%maximum. (ii) Parcel B: 75%maximum. (h) Common Open Space: At least 25% min. of the entire site less the required conservation area depicted on the Master Plan (Parcels A and B together) shall be open space. Open space includes pervious surfaces, stormwater ponds, landscape or 8 natural areas, and recreation areas. Open space does not include the required conservation area depicted on the Master Plan(+/- 5.12 acres). (i) Streets and Sidewalks/Trail Network; Roundabout Feature: The OWNER shall be required, at OWNER's expense, to design, permit and construct all required streets and sidewalks/trail network for the Project, as generally depicted on the Master Plan, in accordance with all applicable City specifications and as follows: (i) As depicted on the Master Plan, construction of the roundabout and two public streets that run north/south to Parcel A, including the two right-turn lanes providing access into the Project from SR 434, shall be constructed and completed in conjunction with the first phase of the Project. The public collector street from the roundabout eastward to the eastern most boundary of Parcel B which connects to the State Road 434 public access street shall be constructed upon commencement of construction of any portion of the second phase of the Project. (ii) The public streets and all public roadway, sidewalk, hardscape, brick pavers (if any), and landscape improvements thereon shall be conveyed to the City at such time the streets and improvements are fully constructed by the OWNER and accepted by the CITY. OWNER shall be required to maintain, at its OWNER's expense, all enhanced hardscape in accordance with the agreement required by Section 5 hereunder. However, upon conveyance, the CITY will be responsible for maintaining the routine and standard public street improvements which are normally maintained by the CITY which includes roadway pavement, sidewalks, curb, gutter, traffic signs, and striping. (iii) The right-turn lanes and all public roadway improvements thereon shall be conveyed to the Florida Department of Transportation, at such time the right-turn lanes and roadway improvements are permitted and fully constructed by OWNER and accepted by the the Florida Department of Transportation. (iv) All sidewalks in right of way shall be a minimum of six feet(6 ft) in width, and a minimum of five feet(5 ft) within each phase. (v) Decorative street lights and signage shall be required on all public streets constructed on the Property. The decorative street lights and signage will be maintained by the OWNER, and OWNER shall be responsible for the cost differential between maintaining standard street lights and signs and the decorative street lighting and design requirements of the City, in accordance with the agreement required by Section 5 hereunder. (vi) The public streets and roundabout shall be landscaped and irrigated in accordance with the terms and conditions set forth in the Final Engineering Plans. OWNER shall be required to maintain, at OWNER's expense, all landscaping (including irrigation infrastructure and water consumption) in accordance with the landscaping maintenance standards established by the City for the beautification of rights-of-way, and shall be responsible for promptly replacing dead, diseased, or 9 dangerous landscaping back to its original permitted condition or alternative condition approved by the CITY. (vii) The roundabout is not only intended to be a traffic control feature, but it also intended to represent a sense of place demonstrating the unique character of the Project. Subject to the approval of the CITY, the OWNER shall design, permit, and construct the roundabout to have a radius subject to the approved of the City Engineer and incorporate urban design features which may include welcome signs, decorative plantings, fountains, decorative lighting, seasonal banners, artwork, and decorative paving. The roundabout design features will be maintained by the OWNER, at OWNER'S expense, in accordance with the agreement required by Section 5 hereunder. 0) Stormwater Management: OWNER shall be required to design, permit, construct, and maintain a master stormwater pond and related facilities to provide stormwater retention and treatment for the entire Project including, but not limited to, Parcel A, Parcel B, and the public streets and sidewalks. The stormwater pond shall be generally located and in a shape as depicted on the Master Plan. The stormwater pond and related facilities will be permitted to meet the standards of the St. Johns River Water Management District, the Army Corps of Engineers (ACOE), and the City of Winter Springs. The stormwater pond shall be incorporated into the Project as a recreational amenity with a Federal Housing Administration (FHA) compliant stabilized natural surface walking trail circumventing the outer perimeter of the pond. In addition, the OWNER shall install several quality benches to serve as sitting area overlooking the pond. Further, the OWNER shall install a minimum of two lighted, water fountain features within the pond, which shall be subject to approval by the CITY as part of the Final Engineering Plans. (k) Perimeter Walls: Subject to permitting requirements and prior CITY approval, a low retaining wall may be constructed along the east boundary of Parcel A if necessary to allow for the placement of fill material. (1) Ste: Signs shall be designed and permitted in accordance with Chapter 16 — Sign and Advertising, of the City of Winter Springs Code of Ordinances ("Sign Code"). There shall be a maximum of four (4) entrance monument signs located on the Property in locations as generally depicted on the Master Plan. The display ground signage for the luxury apartments and carriage homes on Parcel A and all future commercial uses and businesses on Parcel B shall be integrated into the monument signs. No additional monument signage shall be allowed on the Property. However, other on- premises signage may be approved by the CITY if allowed under the Sign Code. (m) State Road 434 Traffic Signalization. The main entrance to the Project across from the entrance of the Creeks Run Subdivision on the south side of State Road 434 shall be designed, permitted and constructed as a future traffic controlled signalized intersection subject to FDOT permitting requirements. OWNER acknowledges and agrees that prior to the time the initial phase of the Project on Parcel A is built-out, the intersection may warrant a traffic control signal and mast arms on State Road 434 to accommodate the traffic demands generated by the Project ("Signalization Project"). The 10 design of the Signalization Project shall comply with all applicable City and State regulations, and the following additional requirements shall also apply: (i) OWNER shall be required to convey to the CITY the land on Parcel B required for the construction and installation of the Signalization Project at no cost to the CITY. The future location of the Signalization Project is generally depicted on the Master Plan. However, the final location shall be determined and legally described as part of the CITY's approval of the Final Engineering Plans for the first phase of the Project. The land shall be conveyed to the CITY by plat dedication. However, in the event that the CITY determines, in its reasonable discretion and at the time of construction of the Signalization Project that additional land on Parcel B of the Property is required for said construction, OWNER agrees to convey by warranty deed the additional land to the CITY at no cost. (ii) At such time transportation impact fees are required to be paid to the CITY by OWNER for the initial phase of the Project, OWNER shall also pay to the CITY a supplemental traffic impact fee payment in the total amount of three hundred fifty thousand and no/100 Dollars ($350,000.00) to cover the projected future cost of the Signalization Project ("Supplemental Transportation Impact Fee"). The City shall commit to design, permit and construct the Signalization Project at such time the CITY and the FDOT determine that the Signalization Project is warranted. To the extent reasonably necessary, OWNER agrees to cooperate with the CITY in the design, permitting and construction of the Signalization Project, and agrees not to contest or object to any permit applications submitted by the CITY to the FDOT to permit the Signalization Project. However, if one (1) year subsequent to build out of Parcel A and Parcel B, the FDOT confirms that a traffic signal is not warranted, the City shall refund the Supplemental Transportation Impact Fee to OWNER. For purposes of this paragraph, the term "build out" shall mean that required certificates of occupancy have been issued by the CITY's building official for all of the luxury apartment and carriage units required on Parcel A and a minimum 100,000 square feet of commercial/office space required on Parcel B and at least ninety percent (90%) of said commercial/office space is occupied by businesses that have been issued business tax receipts by the CITY. (iii) Notwithstanding the aforesaid requirements set forth in this subsection (m), prior to the approval of Final Engineering Plans for the initial phase of the Project and the payment deadline for transportation impact fees, the CITY, after consultation with the Florida Department of Transportation and the OWNER, shall have the unconditional right to provide OWNER written notice cancelling said requirements based upon changed circumstances affecting the Signalization Project. If cancelled, the provisions of this subsection (m) will no longer have any effect, and the Signalization Project, if required by the Florida Department of Transportation, will be governed by standard local and state permitting requirements, and the Supplemental Transportation Impact Fee, to the extent paid, shall be refunded by CITY to OWNER. (n) Performance and Maintenance Guarantees. OWNER shall provide the CITY performance and maintenance guarantees for all public improvements constructed by OWNER under this Agreement in accordance with the CITY's policies and requirements at the time of permitting and construction. All performance guarantees 11 filed with the CITY shall be by cash deposit or letter of credit of one hundred percent (100%) of the cost of performance, which amount may be reduced by OWNER as performance elements are completed and accepted by the CITY. Maintenance guarantees shall be by maintenance bond or letter of credit. (o) Parcel A Mandatory On-Site Management of Property; Future Condominium Conversion of the Project. With respect to Parcel A, OWNER shall be required to employ an appropriate number of on-site personnel, or an on-site management company that will be responsible for managing the day-to-day leases and tenant needs in a manner that is commonly accepted in the local residential rental market for luxury apartments. OWNER shall also be responsible for maintaining, in good condition and in compliance with any and all applicable City property maintenance codes, any and all common areas, landscaping, entrance monument signs, walls, fences, recreational areas and amenities, and stormwater facilities associated with Parcel A. However, in the event that the OWNER desires to convert the apartment and carnage home units into a condominium in the future, OWNER shall be required to first seek the reasonable approval of the CITY in accordance with the City's subdivision of land and other City Code requirements including, but not limited to zoning/building/fire code requirements. Approval will not be unreasonably withheld. If the conversion is approved by the CITY, OWNER shall form a mandatory condominium association (the "Owners Association") for purposes of managing the day-to-day condominium owner needs and maintaining any and all common areas, the parking facilities, landscaping, entrance signs, walls, fences, recreational areas, and stormwater facilities associated with Parcel A. The OWNER will file a Declaration of Condominium, (the "Declaration") among the Public Records of Seminole County, Florida to evidence the formation of the Owners Association and establish its rights, duties and obligations. The Declaration shall be in a form reasonably acceptable to the City Attorney and, shall require the Owners Association, and the members thereof, to be bound by the terms and conditions of this Agreement. 3. FINAL AND FUTURE PLAT APPROVALS-, CONVEYANCES TO THE CITY; COMMON AREAS. (a) Platting. The CITY and OWNER acknowledge and agree that a final plat for the Property shall be presented to the City for final approval in conjunction with the CITY's approval of the Final Engineering Plans for the first phase of the Project. The final plat shall be consistent and in accordance with the Master Plan and applicable provisions of the City Code, and shall be filed of record in the Official Public Records of Seminole County as a condition precedent to OWNER exercising any rights under this Agreement. Future replats or lots splits of the Property shall also be subject to applicable subdivision of land provisions of the City Code. (b) Conveyances of Land and Improvements to City. The final plat shall contain a public dedication of lands to the CITY, in a form acceptable to the City Attorney, to address all lands required to be conveyed to the CITY under this Agreement including,but not limited to, public streets and sidewalks, the location of the future traffic control signal and mast arm, _and other drainage and utility easements that may be required by the CITY to provide public utility services to the Property or to support the public streets and sidewalks and conservation area. All conveyances to the CITY by 12 dedication or otherwise shall be free and clear of all encumbrances, unless prior to the conveyance, the CITY notifies the OWNER, in writing, that it will accept an encumbrance based on the CITY's determination that the encumbrance does not materially interfere with the use or maintenance of the area being conveyed. Conveyance of street and other public improvements shall be by bill of sale and free and clear of all liens. (c) Common Areas. The final plat shall also identify and dedicate all common areas or private easements for Parcel A and B, either shared or not, including, but not limited to, the stormwater pond, trails and sidewalks, private roads and parking areas,monument signage, and any other common areas. (d) Multiple Lots on Parcel B. Parcel B on the final plat may be divided into two separate lots, with a single lot located on each side of the public street required from SR 434 to the roundabout. If such lots occur, the lots will be identified on the final plat as Lot B-1 (west side) and B-2. (east side) 4. TRASH/REFUSE PICK-UP. Solid waste services provided to the Property shall be by the CITY's authorized solid waste hauler and shall be subject to all applicable City solid waste regulations and franchises. All trash and refuse service provided to the Property shall be by multiple solid waste dumpsters deemed sufficient in number, size and location by the CITY to provide adequate solid waste services to the Property. Such dumpsters will be required to be located and screened to comply with applicable City regulations and aesthetic review standards. 5. USE AND MAINTENANCE AGREEMENT FOR ENHANCED FEATURES CONSTRUCTED ON PUBLIC STREETS. Prior to issuance of certificate of completion and acceptance of the public streets and related infrastructure by the CITY, OWNER and the CITY shall enter into a separate Use and Maintenance Agreement outlining responsibilities related to the enhanced design features and landscaping required to be constructed and maintained by the OWNER on the public streets and roundabout and those OWNER chooses to construct and maintain in excess of those required to be constructed and maintained pursuant to Section 2(i) of this Agreement. Such Agreement shall require the OWNER to maintain the following items which are approved as part of the Final Engineering Plans: (i) The decorative street lights and signage, including but not limited to, the cost differential between maintaining standard street lights and signs and the decorative street lighting and design requirements of the City. The terms and conditions of this maintenance responsibility shall substantially conform to the standard decorative street light and signage form agreements that are typically approved by the CITY on a citywide basis. (ii) All urban design features incorporated into the roundabout. (iii) All enhanced design features incorporated into the public street such as brick pavers. 13 (iv) All landscaping and irrigation infrastructure installed within the public streets including all water consumption charges imposed by the CITY for the irrigation. (v) The Use and Maintenance Agreement shall run with the land and be assignable. OWNER acknowledges that OWNER shall maintain interest in the Use and Maintenance Agreement, however, said interest may be assigned in full or in part to a property owners association. 6. EFFECT. OWNER assumes no obligation for any improvements or construction not specifically located within the Property, except as depicted on the Final Engineering Plans and limited to typical maintenance and warranty of infrastructure dedicated to the public upon completion. 7. COOPERATION. OWNER and the CITY shall cooperate fully with each other to effectuate the terms, conditions and intentions of this Agreement. 8. AUTHORITY. Each party hereby represents and warrants to the other that they have full power and authority to enter into this Agreement. OWNER also represents that all legal and equitable title to the Property is currently vested in and held by OWNER and OWNER is duly authorized to bind the Property to the terms, conditions, restrictions and requirements contained in this Agreement. CITY also represents that all requirements and procedures, including public hearings, have been properly conducted for the approval of this Agreement by the CITY and that upon the execution hereof by the CITY and the OWNER, and the adoption of the PUD Zoning Ordinance No. 2015- , such terms, conditions, restrictions, and requirements shall constitute a development order having the same force and effect of a duly adopted zoning regulation and shall be binding upon the parties. 9. NOTICES. Any notice required or allowed to be delivered hereunder shall be in writing and shall be deemed to be delivered when: (a) hand delivered to the official hereinafter designated, or (b) upon receipt of such notice, when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (c) one day after deposit with a nationally recognized overnight courier service, e.g. Federal Express, UPS, Airborne, Express Mail etc., addressed to a party at the other address as specified below or from time to time by written notice to the other party delivered in accordance herewith. OWNER: WS Property Holdings, LLC Attn: David Haas, VP Land Acquisitions 2379 Beville Road Daytona Beach, FL 32119 Telephone: (386) 236-4170 Facsimile: (386) 763-7870 E-mail: dhaasAicihomes.com With a copy to: J. Andrew Hagan, Esquire 2379 Beville Road 14 Daytona Beach, FL 32119 Telephone: (386) 236-4184 Facsimile: (386) 763-7814 E-mail: ahagan@icihomes.com With a copy to: Integra 360, LLC Attn: David G. McDaniel 1525 International Parkway, Suite 2001 Lake Mary, FL 32746 Telephone: (407) 833-3927 Fax: (407) 833-3967 E-mail: dmcdaniel(&integralandcompany.com With a copy to: Shutts & Bowen LLP Attn: Daniel T. O'Keefe, Esq. 300 South Orange Av., Suite 1000 Orlando, FL 32801 Telephone: (407) 835-6956 Fax: (407) 849-7256 E-mail: dokeefe(&shutts.com City: Kevin Smith City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Telephone: (407) 327-5957 Fax: (407) 327-4753 With a copy to: Anthony A. Garganese, Esq. Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Ave, Suite 2000 Orlando, Florida 32801 Phone: (407) 425-9566 Fax: (407) 425-9596 E-mail: aarganese @orlandolaw.net 10. DEFAULTS. Failure by either party to perform each and every one of its obligations hereunder shall constitute a default, entitling the non-defaulting party to pursue whatever remedies are available to it under Florida law or equity including, without limitation, 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 party 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. 15 A 1 11. SUCCESSORS AND ASSIGNS. This Agreement and any impact fee credit accounts created pursuant to this Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the parties. All subsequent purchasers of all or part of the Property shall be considered assignees subject to the requirements of this Agreement. 12. APPLICABLE LAW; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any legal action instituted to enforce or interpret any provision of this Agreement shall be in Seminole County, Florida for state action and Orlando, Florida for any federal action. 13. POLICE POWER. 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. The Property shall be subject to all applicable City ordinances and other applicable laws. 14. AMENDMENTS. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto. 15. ENTIRE AGREEMENT. This Agreement supersedes any other agreement, oral or written, regarding the future development of the Property and contains the entire agreement between the CITY and OWNER as to the subject matter hereof. 16. 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. 17. EFFECTIVE DATE. This Agreement shall become effective upon approval by the City Commission of Winter Springs and execution of this Agreement by both parties, and upon the City's PUD Zoning Ordinance No. 2015-08 becoming effective. If the PUD Zoning Ordinance No. 2015-08 does not become effective or its adoption is timely appealed, and subsequently quashed by a court of competent jurisdiction, this Agreement shall be deemed null and void. 18. RECORDATION. Within sixty (60) days following the effective date hereof, this Agreement shall be recorded along with the City's PUD Zoning Ordinance No. 2015-08 in the public records of Seminole County, Florida and together, the PUD Zoning Ordinance and this Agreement shall constitute a development order and run with the Property unless subsequently repealed and terminated by the CITY. 19. RELATIONSHIP OF THE PARTIES. The relationship of the parties to this Agreement is that the CITY is a regulatory agency under the laws of Florida for purposes of zoning real property within its jurisdiction and issuing development orders in furtherance thereof. OWNER owns the Property which is subject to the CITY's jurisdiction and has agreed to the terms, conditions, restrictions, and requirements under this Agreement and is a independent property owner and not an agent of the CITY. In addition, any work performed by OWNER regarding the design, permitting, and construction of public improvements that will be conveyed to the CITY are being 16 performed as 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. 20. SOVEREIGN IMMUNITY. Nothing contained in this Agreement shall be construed as a waiver of the CITY's right to sovereign immunity under Section 768.28, Florida Statutes, or any other limitation on the CITY's potential liability under state and federal law. 21. FORCE MAJEURE. 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") 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. 22. 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 of this Agreement in the event of a dispute between the parties. 23. PERMITS. Nothing herein shall limit the CITY's authority to grant or deny any development permit applications or requests subsequent to the effective date of this Agreement. The failure of this Agreement to address any particular City, county, state, and federal permit, condition, term, or restriction shall not relieve OWNER or the CITY of the necessity of complying with the law governing said permitting requirements, conditions, term, or restriction. Without imposing any limitation on the CITY's police powers, the CITY reserves the right to withhold, suspend, or terminate any and all certificates of occupancy for any building or unit owned by OWNER if OWNER is in breach of any term or condition of this Agreement. 24. 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. 25. TERMINATION. The City shall have the unconditional right, but not obligation, to terminate this Agreement, without notice or penalty, if OWNER fails to receive building permits and substantially commences construction of the first phase of the Project within two (2) years of the effective date of this Agreement. In addition, the City shall have the right, but not obligation, to terminate the Agreement, in whole, or with respect to only Parcel A (excluding the requirements related to the public streets, 17 sidewalks and infrastructure) or B, if OWNER permanently abandons construction of the Project, or abandons the construction of Parcel A or B, provided, however, the City shall first deliver written notice and an opportunity to cure to the defaulting party as set forth in Section 10 above. If the City terminates this Agreement, in whole or by Parcel, the City shall record a notice of termination against the affected portion of the Property in the public records of Seminole County, Florida. 26. WAIVER. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of the Agreement or of any future breach of the provision so waived. 27. INDEMNIFICATION. OWNER hereby agrees to indemnify, release, and hold 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 OWNER and OWNER'S contractor's and subcontractor's performance of construction activities in furtherance of this Agreement and any and all permits issued hereunder. This indemnification shall survive the termination of this Agreement. [SIGNATURE PAGE FOLLOWS] 18 IN WITNESS WHEREOF, OWNER and the CITY have executed this Agreement in form sufficient to bind them as of the Effective Date. CITY OF WINTER SPRINGS By: may' Charles Lacey,Va yor r ATTES : By An rea Lorenzo Luaces, City Clerk APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida, only. CITY SEAL Dated: By: jgq4-Z' ��� Anthony Garganese, City Attorney for the City of Winter Springs, Florida 19 Signed, sealed and delivered in the WS PROPERTY HOLDINGS,LLC, a presence of the following witnesses: Florida limited liability company J By. IVI Si re o itness rin /11 TERI L. HANSEN Its resi C ��, L^�C) Printed Name of Witness J:s 56V NLe vwbe{" ature of Witness-, Printed Name of Witness COUNTY OF The foregoing instrument w s acknj e d before me this day of --1AA!\ , 2016, by of WS PROPERTY HOLDINGS, LLC., a Florida limited liability company, on behalf of said company. He is personally known to me or produced as is e'n'ti"fi—cation. ;r ( t L'Lei 60 (NOTARY SEAL) (N ry ublic gna re) TERI L. HANSEN E=--, My (Print Name) TERI L.HANSEN Notary Public, State ofary Public-State of Florida Commission NO.: Comm. 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