HomeMy WebLinkAboutDFC Seminole Crossing, LLC Development Agreement - 2020 01 06 (Winter Springs Townhomes) Grant Maloy, Clerk Of The Circuit Court&Comptroller Seminole County, FL
Inst#2020015564 Book:9535 Page:1782-1800; (19 PAGES) RCD: 2/10/2020 4:20:15 PM
REC FEE $163.00
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony A. Garganese
CCity 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
DEVELOPMENT AGREEMENT
Dream Finders Townhomes
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and executed this
_day of 6—e nc to 2ft+-9�, 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 DFC SEMINOLE CROSSING, LLC, a Florida Limited Liability
Company, whose address is 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256-
3743.
WITNESSETH:
WHEREAS, Developer is the owner of approximately 8.33 acres, more or less, of real
property located in the Winter Springs Town Center, T5 Transect, generally east of the
intersection of Tree Swallow Drive and Michael Blake Boulevard, Winter Springs, Seminole
County, Florida, more particularly described herein ("Property"); and
WHEREAS, Developer is also the owner of approximately 10.37 acres, more or less, of
real property located in the Winter Springs Town Center upon which a master detention pond
facility has been constructed, more particularly described herein (the "Detention Pond
Property"); and
WHEREAS, Developer has applied for Final Engineering/Site Plan Approval, Aesthetic
Plan Approval, and certain Waivers from the Town Center Code in order to construct a 114-
townhome unit subdivision on the Property and further intends to apply for final plat approval at
a later date; and
WHEREAS, Preliminary Engineering Plans were approved by the City Commission on
January 8, 2018; and
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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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
July 30, 2019; and
WHEREAS, Section 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
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 26-20-30-5AR-OA00-007K and is legally described in EXHIBIT "A",
attached hereto and fully incorporated herein by this reference ("Property"). In addition, the
Detention Pond Property shall also be subject to this Agreement, having a tax parcel
identification number of 26-20-30-5AR-OA00-007F and legally described in EXHIBIT "B."
("Detention Pond Property").
4.0 Proiect Description and Requirements. Developer shall, at its expense,
design, permit and construct a townhome subdivision on the Property, not-to-exceed 114
townhome units on individually-platted lots with related improvements, in the City of Winter
Springs Town Center. The townhomes, public and private project infrastructure, and all amenity
buildings and structures shall be constructed in a single phase. The Developer is specifically
required to develop the Project to include certain amenities, including the swimming pool and
related improvements, which shall be of adequate size to service the intended number of
residential units, and is incorporated into the Final Engineering/Site Plan.
(Hereinafter the project description and requirements are referred to as the "Project").
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 No: ZP2018-00000023 - W.S. TOWNHOMES FINAL SITE PLAN
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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Specific conditions of approval for the above-referenced Plans and Waivers
include the following, which are otherwise addressed in further detail in Sections 6.0 and 7.0
herein:
A. Planting Elm and Crepe Myrtle trees along the northern boundary of the Project
and within the Cross-Seminole Trail right-of-way, provided that should Seminole County
object to the plantings, Developer shall be excused from this condition. Trees shall be
alternating and maximum of 15'apart on center and at least 2.5" caliper;
B. The six-foot landscaped portion of the right-of-way along Streets A through D, as
shown in the Plans, shall be maintained by the Developer and/or Homeowner's
Association, at their expense, in perpetuity;
C. Installing a minimum of five (5) dog stations at locations spread throughout the
Project, which shall consist of doggie-bag stations to be stocked with baggies and
maintained by the Homeowner's Association in perpetuity;
D. As more specifically described in Section 6.0, conveying the following land to the
City by special warranty deed, free and clear of all mortgages, liens, and other
encumbrances that are not deemed by the City to be permitted exceptions that will
interfere with the City's intended purpose and use for the land:
1. The northwest corner of the Property, consisting of approximately 0.32 acres
and surrounding, but not including, the lift station property (the "Northwest Corner
Property Conveyance"); and
2. The northern portion of the Detention Pond Property bounded on the south by
the bottom of the berm of the existing stormwater detention pond, approximately where
the tree line begins, on the north by the northern boundary of the Detention Pond
Property, on the west by the Cross-Seminole Trail right-of-way, and on the east by the
eastern boundary of the Detention Pond Property, consisting of approximately 3.1 acres
(the "Detention Pond Property Conveyance");
E. Making a cash contribution of$125,000 to the City; and
F. Cooperating with the City to relocate the current stormwater open conveyance
system currently located on the Northwest Corner Property by installing a replacement
stormwater pipe at a location deemed acceptable to the City. The City shall grant a
stormwater easement over, under and through the Northwest Corner Property upon its
conveyance to the City in a width sufficient to accommodate the stormwater pipe and
maintenance thereof and in a form acceptable to the City Attorney to allow for
installation and maintenance of the replacement stormwater pipe.
5.0 Future Permitting. Pursuant to Section 9-74 of the City Code, the Developer
has elected to request approval of the Final Engineering/Site Plans separately and prior to
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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approval to record a final plat for the Project. Consistent with Section 9-74, the Developer shall
be required to record a Final Plat within two (2) years of approval of the Final Engineering/Site
Plan. Under no circumstances shall any townhome units or lots be conveyed and a sale closed
for the purposes of residential occupation prior to recording the Final Plat. Sales of land prior to
recording of the final plat shall be in accordance with Section 31.0 below. Developer further
shall be required to receive building permits and substantially commence vertical construction of
buildings, which shall at minimum include building foundations, for the Project within two (2)
years of the Effective Date of this Agreement.
6.0 Neighborhood Square; Conveyance of Property. The Developer acknowledges
that Section 2.1 of that certain Future Development Commitment Agreement with the City of
Winter Springs, dated November 10, 2010 and recorded in Seminole County Official Records
Book 7486, Page 146, requires the conveyance to the City of two small neighborhood square
parks of a minimum of 0.44 acres and 0.42 acres each. The Developer has disputed its obligation
to convey such neighborhood squares to the City. Without conceding that the Developer is
required to do so, the Developer agrees that in lieu of such neighborhood square conveyances,
the Developer consents and agrees to the specific conditions of approval set forth in Section 4.0
above, including the conveyances described in Section 4.0(D). The Developer acknowledges
and agrees that the approval of the Final Engineering/Site Plan is and shall be conditioned upon
the conveyances as provided Section 4.0, and further described in this Section.
A. Timing of Conveyances. The Northwest Corner Property Conveyance shall occur
after the final plat has been recorded. The Northwest Corner of the Property shall be graded in
accordance with the Final Engineering Plans, the relocation of the current open stormwater
conveyance system shall be complete, and landscaping required in the Final Engineering Plans
(Landscape Plans) shall be complete at the time of conveyance as described in Section 4.0(F).
The City shall not issue any certificates of occupancy for the Project until after the Closing Date
for the Northwest Corner of the Property and such conveyance has occurred, provided that
certificates of occupancy shall not be unreasonably withheld if the City has delayed the Closing
Date for reasons unrelated to the Developer having to cure defects in title.
The Detention Pond Property Conveyance shall occur prior to final plat approval. The
Developer shall, within thirty (30) days of the Effective Date of this Agreement, submit an
application for a Lot Split for the Detention Pond Property, which the City shall process in a
timely fashion. The City shall waive the application fee for the Lot Split. Upon completion of
the Lot Split, the Developer shall initiate the conveyance as provided in Subsection C below.
The City shall not approve the final plat for recording until after the Closing Date and the
Detention Pond Property conveyance has occurred, provided that final plat approval shall not be
unreasonably withheld if the City has delayed the Closing Date for reasons unrelated to the
Developer having to cure defects in title.
B. Legal Status of Covenants. The City and the Developer acknowledge and agree
that the Northwest Corner Property and portion of the Detention Pond Property that shall be
conveyed to the City shall be used for a public purpose and will not be subject to the terms,
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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covenants, conditions, restrictions, assessments, indemnity obligations, and possible liens created
by and set forth in that Declaration of Covenants, Conditions and Restrictions recorded in the
Seminole County Official Records Book 8871, Page 98, as amended by the First Amendment in
Seminole County Official Records Book 8964, page 1579 ("Covenants"), pursuant, in part, to
Ryan v. Town of Manalapan, 414 So.2d 193 (Fla. 1982). The Developer shall use its best faith
efforts to provide, and likewise obtain from the other owners of property subject to the
Covenants, an estoppel letter in favor of the City acknowledging such and record such estoppel
letters prior to the Closing Date for any required conveyance.
C. Procedure for Conveyances. No later than thirty (30) days after the completion of
the Lot Split, the Parties shall commence and then diligently complete the Closing for the
Detention Pond Property Conveyance. No later than thirty (30) days after the recording of the
Final Plat, the Parties shall commence and then diligently complete the Closing for the
Northwest Corner Property Conveyance. In conjunction with the commencement of the
Detention Pond Property Conveyance and Northwest Corner Property Conveyances, Developer
must provide, at its expense, the survey and legal description, prepared by a duly registered and
professional surveyor and certified to the City and Title Insurance Company, to be used for the
subject Closing.
In addition, at the commencement of each of the Closings mentioned above, Developer
shall provide the City with a commitment for an Owner's Title Insurance Policy (ALTA FORM
B-1970) from a title insurance company ("Title Company") acceptable to the City, at the
Developer's expense, agreeing to insure the City's title to the property to be conveyed to the City
upon closing in an amount equal to the greater of$75,000 or the prorated assessed value of the
land, based on acreage, as determined from the total assessed value of the property from the
Seminole County Property Appraiser's database at the time of closing. If a Title Commitment
reflects matters other than the standard exception for ad valorem real estate taxes for the current
year and those matters which will be discharged by the Developer at or prior to Closing, then the
City shall have twenty (20) days to examine the commitment and tender any objections thereto.
If the title commitment discloses unpermitted exceptions or matters that render the title non-
marketable or unacceptable to the City for its intended purposes and proposed land uses, the
Developer, at its option, shall have forty-five (45) days from the date of receiving written notice
of defects from the City within which to have the exceptions removed from the commitment or
the defects cured to the reasonable satisfaction of the City. If the Developer fails to have the
commitment exceptions removed or the defects cured within the specified time, the City may
terminate this Agreement or the City may elect, upon notice to the Developer within ten (10)
days after the expiration of the forty-five (45) day curative period, to take title as it then is
notwithstanding such exceptions or title defects. Notwithstanding anything herein contained to
the contrary, the Developer shall be required to pay and discharge any liens and obtain partial
releases of any mortgages affecting the title status of the property to be conveyed. Each
Conveyance shall be by special warranty deed, free and clear of all mortgages, liens, and other
encumbrances that are not permitted exceptions. For the purposes of this Agreement, all matters
and exceptions reflected in the Title Commitment that are either (a) contemplated or authorized
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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by this Agreement or (b) accepted by the City covered by such Title Commitment, shall be
collectively referred to as "Permitted Exceptions."
At closing, Title Company shall provide the City standard "gap" coverage in the custom
as established by title insurance practices in Florida. Subsequent to closing, Title Company, at
the Developer's expense, shall provide an owner's title policy showing title up to and including
the recording of the deed delivered at closing, said policy showing the continuation of good and
marketable title in the Developer to the moment of recording the special warranty deed and
subject only to the permitted exceptions accepted by the City and any matters created at closing.
In such event, the time of closing shall be thirty (30) days after delivery of the commitment or
the time expressly specified in this Agreement, whichever is later. The Developer shall pay for
the cost of recording any necessary curative instruments, the title insurance commitment, and the
Owner's policy if issued, and recording of the deed. Each party shall pay their respective
attorney's fees.
7.0 Additional Special Development Conditions. The following additional
development conditions shall apply to the Project:
A. Cash Contribution. The cash contribution required in Section 4.0(E) shall be
made within forty-five (45) days of approval of the Final Engineering/Site Plans, Aesthetic
Plans, and Waivers. The City shall not issue any building permits until such funds are paid.
B. Landscaping. Installation of the Elm and Crepe Myrtle trees along the northern
boundary of the Project and within the Cross-Seminole Trail right-of-way ("Trail Trees") shall
be completed by Developer prior to the issuance of any final certificates of occupancy being
issued for the Project to the City's satisfaction. Such Trail Trees shall be subject to the
obligation of ongoing maintenance and replacement for the first two years following planting, at
the Developer and/or Homeowner Association's expense, if the City determines, after reasonable
inspection, that any tree has become severely diseased or damaged to the point that the viability
of the tree has been significantly compromised. In addition, Developer acknowledges that the
waivers requested and granted from Section 20-325(c)(4) of the City Code regarding
thoroughfare standards allow the Developer to locate the six-foot sidewalk adjacent to parallel
parking spaces and Streets A through D and to have the six-foot landscaped portion of the right-
of-way adjacent to the townhomes' fagade and central greenspace. The Developer agrees that
this landscaped portion of the right-of-way shall be maintained by the Developer and/or
Homeowner's Association, at their expense, in perpetuity. Developer and Homeowner's
Association shall be jointly and severally liable hereunder until such time that the Developer has
closed out the Project by completing the development of the entire Project and fully turning over
the Project to the Homeowner's Association. At such time the Project is fully turned over to the
Homeowner's Association, the Homeowner's Association shall be fully responsible for the
landscaping requirements set forth in this subparagraph. In the event that Developer and/or the
Homeowner's Association fails to perform the necessary maintenance, repairs or replacements of
any of the Trail Trees, 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
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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and/or Homeowner's Association. Prior to exercising that right, the City shall provide the
Developer and/or Homeowner's Association written notice and an explanation of the specific
default and at least thirty (30) days in which to cure the default. If Developer and/or
Homeowner's Association 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 a Landscape Performance and Maintenance Bond in a form acceptable to the
City Attorney prior to obtaining any clearing and grading permits, ensuring planting and
installation of the Trail Trees should the Project be abandoned after the Property has been
cleared and proper maintenance of the trees for two (2) years after planting.
C. Sidewalks, Roads and Infrastructure. No later than final plat approval, public
pedestrian access easements shall be dedicated or granted over private sidewalks.
D. Short-Term Rentals. The Developer agrees that it shall include a prohibition on
short-term rentals in its covenants and restrictions created and recorded against the Property as
required in Section 30.0 herein, a copy of which shall be provided to the City for review prior to
the approval of the final subdivision. Short-term rentals shall mean rental of townhome units for
any period less than six months' duration.
8.0 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. 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 acquisition of the Property by the
Developer and the 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.
9.0 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 the Homeowner's Association, and shall run with title to the same upon being duly
recorded against the Property by the City.
10.0 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.
11.0 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.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing, LLC.
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12.0 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.
13.0 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.
14.0 Effective Date. This Agreement shall become effective upon approval by the
City Commission and execution of this Agreement by both parties hereto.
15.0 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.
16.0 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.
17.0 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 City's 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 any 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 the sum of three hundred thousand dollars ($300,000.00).
18.0 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.
19.0 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.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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beneficiary 20.0 Third-Party Rights. This Agreement is not a third party bene y contract and
shall not in any way whatsoever create any rights on behalf of any third party.
21.0 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.
22.0 Attorney'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.
23.0 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.
24.0 Default. 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.
25.0 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 construction of buildings, which shall at minimum
include building foundations, for the Project within two (2) years of the effective date of this
Agreement. 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 24 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. However, as described in Section 4.0, the Trail Tree
planting obligation, cash contribution obligation, Detention Pond Property Conveyance, and
Northwest Corner Property Conveyance including the relocation of the open stormwater
conveyance system shall survive the termination of this Agreement if not already completed
prior to the termination of this Agreement.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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26.0 Indemnification and Hold Harmless. Developer shall be solely responsible for
designing, permitting, constructing, operating and maintaining this Project. As such, Developer
hereby agrees to indemnify, release, and hold harmless the City and its commissioners,
employees and attorneys from and against all claims, losses, damages,ppersonal 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 including, but not limited to, the Trail Trees. This
indemnification shall survive the termination of this Agreement.
27.0 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")
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.
28. Notice. Whenever either art desires to give notice to the other, notice shall be
party
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:
Robert Riva, Vice President
DFC Seminole Crossing, LLC
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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14701 Philips Highway, Suite 300
Jacksonville, Florida 32256-3743
With additional notice to:
Robert Rosen
Burr & Forman LLP
200 South Orange Avenue, Suite 800
Orlando,FL 32801
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.
29.0 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
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 28.0 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.
30.0 Homeowner's Association. In conjunction with the approval of the final
subdivision for the Project, the Developer shall create a mandatory homeowner's association to
govern the Project in accordance with Chapter 720, Florida Statutes. The association shall also
be governed by the covenants and restrictions created and recorded against the Property by the
Developer as required by this Agreement. A copy of the association's articles of incorporation,
by-laws and recorded covenants and restrictions shall be provided to the City prior to the
approval of the final subdivision. The homeowner's association shall be responsible for the
perpetual maintenance and operation of all common areas and amenities constructed for the
Project, shall govern the Project in accordance with the requirements of Florida law including the
recorded covenants and restrictions and by-laws of the association, have the power to levy
assessments and collect HOA fees, which are used to pay for the maintenance of the community
common areas and any other designated areas that are detailed in the covenants and deeds
applicable to the Project.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
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Instrument#2020015564
31.0 Model Homes. The City agrees to allow the Developer or Developer's
chosen homebuilder(s) (hereinafter referred to in this Section as "Builder") for the Project to
construct both a sales office and up to five (5) model homes in two (2) townhome buildings to be
used for the customary temporary marketing and sales activities of the Builder. The Builder
shall have the right to utilize two garages in two model home units as the temporary sales office.
The City represents that such marketing and sales activities shall be permitted through buildout
of the Project. The City agrees to permit early construction of the model homes prior to or after
plat approval, provided that, prior to construction of the model homes, stabilized access to the
model home lots and adequate means of fire protection from a City-approved source of water are
completed and the following conditions, which are deemed acceptable to Builder, are adhered to:
(a) The model homes shall remain under Builder's ownership and control until such
time as a final certificate of occupancy for each model home unit is issued under the conditions
set forth below. In other words, the Builder shall not contract for sale, sell, or lease, for the
purposes of residential occupation, any of the individual model home units until such time as the
City issues a final certification of occupancy for each model home unit. The City agrees that
nothing in this Section shall be construed as restricting or preventing the Builder from selling or
conveying, prior to final plat approval, any land that is intended to coincide with the eventual
location of the model home lots as will be depicted and legally described on the final plat or
other land within the Project, provided the following conditions are met: (1) the land in such sale
shall be legally described by metes and bounds without reference to the intended lot numbers
that will be used in the final plat; (2) the buyer of the land shall be required to sign and join the
final plat and shall be considered a co-developer of the Project; and (3) the provisions of Section
29.0 are followed. After the final plat is recorded but prior to the time a final certificate of
occupancy is issued for a model home, the Builder shall further be permitted to engage in sale
and leaseback transactions of the model homes, provided they continue to be used for the
customary temporary marketing and sales activities of the Builder and not for residential
occupation purposes.
(b) The model homes shall be constructed on existing or proposed lots approved by
the City, and any associated parking, pedestrian activity and other activities conducted by sales
staff or the general public shall be adequately segregated from construction activities to ensure
safety. Parking for the model homes shall be provided in a temporary parking lot to be located in
an area approved by the City, which may consist of a mulch surface. Prior to a final certificate
of occupancy being issued on the last remaining model home, the mulch surface shall be
removed and the area shall either be prepared for home construction, open space or recreational
amenity or seeded.
(c) The model sales office shall comply with all applicable state and city regulations
regarding accessibility. In addition, Builder shall provide a minimal level of access to all model
homes for potential homebuyers with disabilities by providing physical access (via ramp or lift)
to the primary level each model home and making photographs of other levels within each home
available to the customer.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 12 of 19
Book 9535 Page 1794
Instrument#2020015564
(d) Prior to construction, the model homes shall be duly permitted by the City in
accordance with the City's Code. As part of the building permit application, the Builder shall
submit, along with all construction plans for the units, a duly certified boundary survey which
shall depict the location and legal description of each individual model lot. The Builder
acknowledges and agrees that this legal description is intended to coincide with the eventual
location of the lots as depicted and legally described on the final plat. The Builder shall assume
full and complete responsibility in the event that said legal descriptions do not conform to the lot
lines required by the City in the final plat. The Builder fully understands the construction of
model homes before final plat is approved by the City may pose a risk to the Builder if the
approved plat is not consistent with the layout of model home on the subject property, and that
such risk may require modification or removal of the model home based on the approved plat
before a final certificate of occupancy can be issued for the model home. The Builder agrees to
defend, indemnify, and hold harmless the City from and against any and all damages, losses or
claims arising from the layout and construction of the model home under this Agreement prior to
preliminary and final plat approval as provided further in Section 26.0 of this Agreement.
(e) At such time as the City Building Official completes and approves a final
inspection of the model homes, the City will issue a temporary certificate of occupancy. Said
temporary certificate of occupancy shall be issued for each model home as a whole. Occupancy
of the model home units shall be limited to the sales and marketing efforts for the Project until a
final certificate of occupancy is issued for such model home units. It is intended that the model
homes can be shown by sales staff to prospective buyers as long as the Building Official has
issued the temporary certificate of occupancy and the model is not staffed continuously.
(f) Following completion of all required plat improvements, at the request of the
Builder or at such time as the Project development is completed, whichever occurs sooner, the
model home units shall be converted into permanent residential units and the City shall issue
final certificates of occupancy for each model home unit, provided, that the City Building
Official determines that such units are suitable for permanent residential occupancy and in
compliance with the City Codes.
Nothing in this Section shall cause to limit the number of inventory homes (pre-sale, spec
homes) that may be constructed on the Property. Violation of this Section will also constitute a
violation of the City Code of Ordinances, and the provisions of this Section may also be enforced
as provided therein. Any Builder desiring to construct a model home pursuant to this Section,
other than Developer, shall be provided a copy of this Section by the Developer if Builder is not
the owner of the subject property on which the model home will be constructed and shall
automatically be deemed to have agreed to the terms and conditions herein as a condition of the
issuance of a building permit by the City even if they are not the owner or have not consented, in
writing, to the term and conditions of this Section.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
date first above written.
CITY OF WINTER SPRINGS
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 13 of 19
Book 9535 Page 1795
Instrument#2020015564
By:
Charles Lacey, ayo"K`-
ATTEST: - P
By: f .
Cltry APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only.
CITY SEAL Date: ,
By:
tho y A.-Garganese, City Attorney for
the City of Winter Springs, Florida
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 14 of 19
Book 9535 Page 1796
Instrument#2020015564
Signed, sealed and delivered in the DFC Seminole rossing, LLC
presence of the following witnesses: e an Print namd title: c_ 0n.i s
Signature of Witness Date: / ZGZ G
ley l� ({ jf-,17
Printed Name of Witness
'�&- S::�O a-,7,47:P--
i]nature o I^ s
ilA
Printed Name of Witness
STATE OF`—���,-�
COUNTY OF '
The foregoing instrument was acknowled epd before me this day of
oZ by {'ln'' Ai, eA' the
�to
-P, �,�t ., a
is er nall knowme or produced as
>cation.
(NOTARY SEAL)
tary Public S�ignaattur )
s I�i.��)
LISP. TA L L A N T (Print Name)
Commission#GG 18683 Notary Public, State of l—cb-n'17 l—
(� g Nty Commission Expires Commission No.: T �C.J-J
u; 3i My Commission Expires: 0 8)o-F
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
APPROVALS REFERENCED HEREUNDER, SHALL AUTOMATICALLY BE
DEEMED NULL AND VOID.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 15 of 19
Book 9535 Page 1797
Instrument#2020015564
EXHIBIT A
PROPERTY LEGAL DESCRIPTION
A PORTION OF LOTS 7 AND 8, BLOCK "A", D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON
LAKE JESSUP, SAID LANDS LYING IN SECTION 6, TOWNSHIP 21 SOUTH, RANGE 31 EAST,
ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 5, OF THE PUBLIC
RECORDS OF SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA
DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP, SECTION 77070-2516, SHEET 10 OF 13,
P.I. STATION 600+32.11); THENCE RUN S38023'34"E, A DISTANCE OF 1320.11 FEET ALONG THE
BASELINE OF SURVEY AS SHOWN ON SAID RIGHT-OF-WAY MAP; THENCE DEPARTING SAID
BASELINE, RUN N51°36'26"E, A DISTANCE OF 94.94 FEET TO A POINT ON THE NORTHEASTERLY
RIGHT-OF-WAY LINE OF THE AFORESAID STATE ROAD 434, AS SHOWN ON SAID RIGHT-OF-WAY
MAP, SAID POINT ALSO LYING UPON THE SOUTHEASTERLY RIGHT OF WAY LINE OF MICHAEL
BLAKE BOULEVARD AS RECORDED IN OFFICIAL RECORDS BOOK 7486, PAGE 138, PUBLIC
RECORDS OF SEMINOLE COUNTY FLORIDA; THENCE RUN S38°43'16" E ALONG SAID
NORTHEASTERLY RIGHT OF WAY LINE A DISTANCE OF 357.65 FEET TO A POINT ON THE
NORTHWESTERLY BOUNDARY LINE OF ACQUISITION PARCEL B (RAILS TO TRAILS CORRIDOR)AS
DESCRIBED IN OFFICIAL RECORDS BOOK 4092,PAGE 0164 OF THE PUBLIC RECORDS OF SEMINOLE
COUNTY, FLORIDA; THENCE DEPARTING SAID NORTHEASTERLY RIGHT OF WAY LINE, RUN
N50031' 58" E ALONG SAID NORTHWESTERLY BOUNDARY LINE A DISTANCE OF 529.43 FEET FOR A
POINT OF BEGINNING; THENCE DEPARTING SAID NORTHWESTERLY BOUNDARY LINE, RUN
N38021'49"W A DISTANCE OF 606.04 FEET TO A POINT ON THE AFORESAID SOUTHEASTERLY RIGHT
OF WAY LINE OF MICHAEL BLAKE BOULEVARD; THENCE RUN ALONG SAID SOUTHEASTERLY
RIGHT OF WAY LINE OF MICHAEL BLAKE BOULEVARD THE FOLLOWING COURSES AND
DISTANCES: N51'24'49" E A DISTANCE OF 61.75 FEET; THENCE RUN N34°23'22"W A DISTANCE OF
27.14 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE EASTERLY HAVING A RADIUS
OF 15.00 FEET AND A CHORD BEARING OF N16043'25"W; THENCE RUN NORTHERLY ALONG THE
ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 35019'54" A DISTANCE OF 9.25 FEET TO THE
POINT OF TANGENCY; THENCE RUN N00°56'32"E A DISTANCE OF 51.24 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 15.00 FEET AND A
CHORD BEARING OF N17039'17"E; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 33025'31" A DISTANCE OF 8.75 FEET TO THE POINT OF
TANGENCY; THENCE RUN N34°22'03"E A DISTANCE OF 70.51 FEET TO A NON-TANGENT CURVE
CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1030.00 FEET AND A CHORD BEARING OF
N32°18'59"E; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 07015'46" A DISTANCE OF 130.56 FEET TO THE POINT OF REVERSE
CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 944.00 FEET AND A
CHORD BEARING OF N35029'59"E; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 13037'45" A DISTANCE OF 224.55 FEET TO THE
SOUTHERLY LINE OF SAID ACQUISITION PARCEL B; THENCE DEPARTING SAID EASTERLY RIGHT
OF WAY LINE OF MICHAEL BLAKE BOULEVARD, RUN S46°13'52"E ALONG SAID SOUTHERLY LINE
A DISTANCE OF 145.09 FEET; THENCE RUN S32°50'43"E A DISTANCE OF 662.97 FEET TO THE
INTERSECTION OF SAID SOUTHERLY LINE AND NORTHWESTERLY LINE OF SAID ACQUISITION
PARCEL B; THENCE RUN S50031'58"W ALONG SAID NORTHWESTERLY LINE, A DISTANCE OF 468.45
FEET TO THE POINT OF BEGINNING.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 16 of 19
Book 9535 Page 1798
Instrument#2020015564
EXHIBIT B
DETENTION POND PROPERTY LEGAL DESCRIPTION
A PORTION OF LOTS 7 AND 8,BLOCK"A",D.R.MITCHELL'S SURVEY OF THE LEVY
GRANT ON LAKE JESSUP,SAID LANDS LYING IN SECTION 6,TOWNSHIP 21 SOUTH,
RANGE 31 EAST,ACCORDING TO THE PLAT'THEREOF AS RECORDED IN PLAT BOOK
1,PAGE 5,OF THE PUBLIC RECORDS OF SEMINOLE COUNTY,FLORIDA;
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD
(PER FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP,SECTION
77070-2516, SHEET 10 OF 13, P.I. STATION 600+32.1 1);THENCE RUN S38'23'34"E A
DISTANCE OF 1729.58 FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID
RIGHT OF WAY MAP; THENCE DEPARTING SAID BASELINE RUN N50'31'58"E A
DISTANCE OF 97.29 TO A POINT ON THE NORTHEASTERLY RIGITT OF WAY LINE OF
THE AFORESAID STATE ROAD 434,AS SHOWN ON SAID RIGHT OF WAY MAP,FOR
THE POINT OF BEGINNING;THENCE RUN N50'31'58"E A DISTANCE OF 1,033.48 FEET;
THENCE RUN N39'28'02"W A DISTANCE OF 15.00 FEET;THENCE RUN N50'31'58"E A
DISTANCE OF 106.44 FEET;THENCE RUN S83'03'12"E A DISTANCE OF 94.74 FEET;
THENCE RUN S47'54'36"E A DISTANCE OF 34.00 FEET,THENCE RUN S37'59'33"E A
DISTANCE OF 57.62 FEET;THENCE RUN 868'24'08"E A DISTANCE OF 52.48 FEET TO
THE EASTERLY LINE OF BLOCK "A", D.R. MITCHELL'S SURVEY OF THE LEVY
GRANT ON LAKE JESSUP AS RECORDED IN PLAT BOOK 1,PAGE 5;THENCE RUN
S05'13'52"W ALONG SAID EASTERLY LINE OF BLOCK "A"A DISTANCE OF 251.46
FEET;THENCE DEPARTING SAID EASTERLY LINE OF BLOCK"A"RUN S62'36'00"W
A DISTANCE OF 109.52 FEET;THENCE RUN S50'54'04"W A DISTANCE OF 11.72 FEET;
THENCE RUN S22'01'13"W A DISTANCE OF 65.99 FEET;THENCE RUN S29'00'27"W A
DISTANCE OF 44.28 FEET; THENCE RUN S52'03'03"W A DISTANCE OF 9.60 FEET;
THENCE RUN S28'03'23"W A DISTANCE OF 97.92 FEE71';THENCE RUN S44'20'04"E A
DISTANCE OF 176.05 FEET;THENCE RUN S37'21'37"E A DISTANCE OF 71.69 FEET TO
A POINT ON THE AFOREMENTIONED EASTERLY LINE OF BLOCK"A';THENCE RUN
ALONG SAID EASTERLY LINE OF BLOCK "A" S05'13'52"W A DISTANCE 01'42.89
FEET;THENCE DEPARTING SAID EASTERLY LINE OF BLOCK"A"RUN N27'56'26"W
A DISTANCE OF 41.29 FEET;'THENCE RUN N36131'04"W A DISTANCE OF 54.59 FEET;
THENCE RUN N52'32'0I"W A DISTANCE OF 245.40 FEET;THENCE RUN S89'06'27"W A
DISTANCE OF 57.99 FEET;THENCE RUN 866-37-02"W A DISTANCE OF 39.09 FEET;
THENCE RUN S46°29'24"W A DISTANCE OF 41.50 FEET;THENCE RUN S28155'33"W A
DISTANCE OF 34.27 FEET;THENCE RUN S10'02'16"W A DISTANCE OF 55.95 FEET;
THENCE RUN S03'05'47"W A DISTANCE OF 52.29 FEET;THENCE RUN S07'51'13"W A
DISTANCE OF 30.86 FEET;THENCE RUN S00'4747"W A DISTANCE OF 49.12 FEET;
THENCE RUN S07'25'22"W A DISTANCE OF 52.87 FEET;THENCE RUN S67'06'00"W A
DISTANCE OF 15.29 FEET;THENCE RUN S79'35'01"W A DISTANCE OF 69.29 FEET;
THENCE RUN N89'18'43"W A DISTANCE OF 96.92 FEET;THENCE RUN N60'50'07"W A
DISTANCE OF 119.48 FEET;THENCE RUN S86'04'53"W A DISTANCE OF 186.65 FEET;
THENCE"• RUN S09'51'29"W A DISTANCE OF 3.05 FEET;THENCE RUN N38'52'1 I"W A
DISTANCE OF 121.02 FEET;THENCE RUN S5]'I 6!44"W A DISTANCE OF 5.00 FEET TO
A POINT ON THE AFOREMENTIONED NORTHEASTERLY RIGHT OF WAY LINE OF
STATE ROAD 434;THENCE RUN ALONG THE SAID NORTHEASTERLY RIGHT OF
WAY LINE OF STATE ROAD 434 N38'43'16"W A DISTANCE OF 7356 FEET TO THE
POINT OF BEGINNING.
DEVELOPMENT AGREEMENT
City of Winter Springs and DFC Seminole Crossing,LLC.
Page 17 of 19
Book 9535 Page 1799
Instrument#2020015564
CONSENT
For and in consideration of the mutual-covenants, terms, and conditions and restrictions
contained herein, together with other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, The Varde Private Debt Opportunities Fund
(Onshore), L.P., a Delaware limited partnership, as holder of that certain Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement
(hereinafter referred to as the "Mortgage") which is recorded in Official Records Book 9342,
Page 1701 of the Public Records of Seminole County, Florida, hereby consents to the foregoing
Development Agreement by and between the City of Winter Springs, a Florida municipal
corporation, and DFC Seminole Crossing, LLC, a Florida limited liability company, and further
acknowledges and agrees that its Mortgage shall be subordinated to such Development
Agreement and the obligations contained therein.
Dated this 6th day of January, 2020.
Signed and sealed in the presence of: The Varde Private Debt Opportunities
Fund (Onshore),L.P.
By:
Print Name: gpw Iix Name:
Title '&
Print Name: j3ri an hGA O d*ems
Active\106566619.v2-1/6/20
Book 9535 Page 1800
Instrument#2020015564
STATE OF MINNESOTA )
SS..
COUNTY OF IIENNEPIN )
Personally appeared before me, the undersigned, a Notary Public within and for said
State and County, duly commissioned and qualified, Brendan N. Bosnian, with whom I am
personally acquainted, or proved to me on the basis of satisfactory evidence, and who, upon oath,
acknowledged themselves to be an Authorized Signatory of The Varde Private Debt
Opportunities Fund (Onshore), L.P., on behalf of the corporation, and that he/she as such
Authorized Signatory, and being fully authorized to do so, executed the foregoing instrument, for
the purposes therein contained by signing the name of the corporation by themselves as such
officers.
WITNESS my hand and seal this 6th day of January, 2020.
Notary Public
My Commission Expires: -3�a•x.�,, 3 t ?�ozl
,. DANA A. MA
Notary Public-Minnesota
o xas,. My Commission Expires Jan 31,2021
• 1
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