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HomeMy WebLinkAbout2019 12 09 Public Hearing 400 - Winter Springs Townhomes • PUBLIC HEARINGS AGENDA ITEM 400 noora,a CITY COMMISSION AGENDA I DECEMBER 9, 2019 1 REGULAR MEETING 1959 TITLE Winter Springs Townhomes SUMMARY The Community Development Department requests that the City Commission hold a Public Hearing to consider the Aesthetic Review, Final Engineering Plans, multiple Waivers, and the Development Agreement for Winter Springs Townhomes located in the Town Center. The applicant DFH Land, LLC (Dream Finders Homes) is proposing a 114-unit townhome subdivision in the Town Center. The+/-8.33 acre parcel is located atthe northeast cornerof Michael Blake Boulevard and Tree Swallow Drive. The site is bordered on the north and east by the Cross- Seminole Trail, on the west by Michael Blake Boulevard, and on the south by Tree Swallow Drive. The property is located in the TS Transect of the Town Center,which includes single-family attached units (townhomes) as a permitted use. General Information Applicant DFC Seminole Crossing, LLC (Dream Finders Homes) Property Owner(s) DFC Seminole Crossing, LLC Location Northeast corner of Michael Blake Boulevard and Tree Swallow Drive Tract Size +/- 8.33 Acres Parcel ID Number 26-20-30-SAP-OA00-007K Zoning Designation Town Center (T-C) I TS Transect I Urban Center Zone FLUM Designation Town Center District Adjacent Land Use North: South:Tree East: Cross- West: Cross- Swallow Seminole Michael Seminole Drive Trail Blake Trail Boulevard Development Permits Pending Waivers (Conditional Use, Waivers, Variances) Development Agreement Pending Development Agreement Code Enforcement Not applicable City Liens Not applicable Aesthetic Review: Pursuant to Section 9-603,which sets forth guidelines and minimum standards for Aesthetic Review packages, staff has utilized the below criteria in Section 9-603 to determine the following. The attached Aesthetic Review package includes all of the submittal requirements for aesthetic review as set forth in Section 9-600 through 9-607 and include the following: (a) a site plan; (b) elevations illustration all sides of structures facing public streets or spaces; (c) illustrations of all walls,fences, and other accessory structures and the indication of height and their associated materials; (d) elevation of proposed exterior permanent signs or other constructed elements other than habitable space, if any; (e) illustrations of materials, texture, and colors to be used on all buildings, accessory structures, exterior signs; and (f) other architectural and engineering data as may be required. The procedures for review and approval are set forth in Section 9-603. ReviewAesthetic I. The plans and specifications of the proposed project indicate that the setting, landscaping, proportions, materials, colors, texture, scale, unity, balance, rhythm, contrast, and simplicity are coordinated in a harmonious manner relevant to the particular proposal, surrounding area and cultural character of the community. The project is located east of the intersection on the northeast corner of Michael Blake Boulevard and Tree Swallow Drive. The entrance area will be decorated with landscaping, and a landscaped median in front of the entrance. The design of the proposed townhomes includes 10 two-story townhomes, 10 three-story townhomes, and a single story cabana with a swimming pool, with a neutral complementary color scheme. The variation in angles, arches, and expression lines provide for variety amongst the townhomes, but together are complementary of each other and the surrounding area.The architecture is complementaryto the diverse styles of architecture that have been provided in the Town Center. For example, the three-story townhome building at the roundabout of Michael Blake Boulevard and Tree Swallow is designed as a feature building that will contain enhanced architectural and aesthetic elements. 2. The plans for the proposed project are in harmony with any future development which has been formally approved by the city within the surrounding area. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 3. The plans for the proposed project are not excessively similar or dissimilar to any other building, structure or sign which is either fully constructed, permitted but not fully constructed, or included on the same permit application, and facing upon the same or intersecting street within five hundred (S00) feet of the proposed site, with respect to one or more of the following features of exterior design and appearance: a. Front or side elevations; b. Size and arrangement of elevation facing the street, including reverse arrangement; or c. Other significant features of design such as, but not limited to: materials, roof line, hardscape improvements, and height or design elements. The proposed units are designed to contribute to the quality architectural styles that are typical of the surrounding area. This project represents a positive addition to the City of Winter Springs Town Center. Significant design features include architectural design elements such as columns, a variety of angles and shapes of rooflines, and varying colors and facades of stucco throughout the multiple variations of units. 4. The plans for the proposed project are in harmony with, or significantly enhance, the established character of other buildings, structures or signs in the surrounding area with respect to architectural specifications and design features deemed significant based upon commonly accepted architectural principles of the local community. The proposed project enhances the character and overall aesthetics of the surrounding area. The City of Winter Springs is comprised of diverse architectural styles and, therefore, the proposed project represents a positive addition to this area of the City. S. The proposed project has incorporated significant architectural enhancements such as concrete masonry units with stucco, wrought iron, columns and piers, porches, arches, planting areas, display windows, and other distinctive design detailing and promoting the character of the community. The proposed units are designed to contribute to the quality architectural styles that are typical of the surrounding area. This project represents a positive addition to the City of Winter Springs Town Center. Significant design features include architectural design elements columns, a variety of angles and shapes of rooflines, and varying colors and facades of stucco throughout the multiple variations of units. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 Waiver Requirement: Section 20-34. -Waivers. (a) Any real property owner mayfile a waiver application requesting a waiver for their real property from any term and condition of this chapter (except from the list of permitted, conditional and prohibited uses set forth in any zoning district category). (b) The Planning and Zoning Board shall be required to review all waiver applications and make a written recommendation to the City Commission. Such recommendation shall include the reasons for the Board's recommendation and show the board has considered the applicable waiver criteria set forth in this section. (c) Upon receipt of the Planning and Zoning Board's recommendation,the City Commission shall make a final decision on the application. If the City Commission determines that the Planning and Zoning Board has not made a recommendation on an application within a reasonable period of time,the City Commission may, at its discretion, consider an application without the Planning and Zoning Board's recommendation. (d) All waiver recommendations and final decisions shall comply with the following criteria: Waiver criteria set forth in Subsection • are as follows: 1. The applicant clearly demonstrates that the applicable term or condition clearly creates an illogical, impossible, impractical, or patently unreasonable result related to the proposed property and development. 2. The proposed development plan is in substantial compliance with this chapter and in compliance with the comprehensive plan. 3. The proposed development plan will significantly enhance the real property. 4. The proposed development plan serves the public health, safety, and welfare. S. The waiver will not diminish property values in or alter the essential character of the surrounding neighborhood. 6. The waiver granted is the minimum waiver that will eliminate or reduce the illogical, impossible, impractical, or patently unreasonable result caused by the applicable term or condition under this chapter. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 7. The proposed development plan is compatible and harmonious with the surrounding neighborhood. 8. Whether the applicant has agreed to execute a binding development agreement required by city to incorporate the terms and conditions of approval deemed necessary by the city commission including, but not limited to, any mitigative techniques and plans required by City Code. Waivers D- 1. On Building 4 at the corner of Michael Blake Boulevard and Tree Swallow Road, requesting a portion of the building to have a setback of 12.6',which is outside of the 0' - 8' setback in the TS transect code. A majority of the building meets the setback requirement, but due to the shape of the right- of-way around the roundabout and physical limitations within the building footprint, the west portion of the building will be outside of the 8' setback. Justification: 1) This waiver request is due to the peculiar shape of the right-of-way and proposed structure. Granting this waiver will allow for a prominent corner building to be constructed on the main viewcorridor of the roundabout area and add to the urban nature of the town center. Imposing the 8' maximum setbackwould create an illogical or unreasonable result because the feature corner building could not otherwise be achieved. 2) This waiver request is necessary to allow for the construction of the building on that corner without compromising the rear access of the residents. The proposed development plan is otherwise in substantial compliance with Chapter 20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. A 4.6' increase to the setback is the minimum necessary to achieve the feature corner building that is desired to create an aesthetically pleasing view corridor. City Code: Per Sec.20-32S. -Transect standards.TS (UrbanCenter Zone) (2) Dimensional requirements. Lot Design Guidelines Principle building setbacks (from property line) Front/principle plane 1 0 ft.-8 ft. max(from front property line). 2. For the amenity building at the pool, requesting a 1-story elevation, which is less than the minimum requirement of 2 stories for accessory structures. The amenity building will have a small footprint of about 1,100 square feet and adding a second story will impede upon the view corridor of the park area between Streets B & C. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 Justification 1) This waiver request is due size, location, and intended use of proposed structure. Granting this requestwill allowfor a proportional design elevation for the pool amenity building. 2) This waiver request is necessary to allow the amenity building to be constructed adjacent to the pool and be a suitable proportion to the footprint. The proposed development plan is otherwise in substantial compliance with Chapter 20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. City Code: Sec. 20-325. Transect standards. T5 (Urban Center Zone) (2) Dimensional requirements. Lot Design Guidelines. Building height 2 stories min.,5 stories max. 3. For proposed Streets A and B, requesting to have the 6' sidewalk located adjacent to the parallel parking spaces, which is the opposite configuration from the Town Center Street thoroughfare requirements in the Transect Zone Design Standards. The purpose of this request is to allow the 6' landscape portion of the right-of-way to be adjacent to the town homes side wall and provide a graded buffer between the wall and the sidewalk. Furthermore, having the sidewalk adjacent to the parallel parking stall also allows for an easier transition for car passengers to exit/enter the parked vehicles without crossing a landscape area. Justification 1) This waiver request is due to the layout of the buildings relative to the proposed rights-of-way and will still fit within the nature of the town center in that the landscape and sidewalk elements are still be proposed,just in a different configuration,to allow people parking in an on-street space to step out of their vehicles onto a safe, stable, concrete sidewalk instead of into a grassy green space. 2) This Waiver Request is necessary to allow for the construction of the buildings at a 0-foot setback on the right-of-way, while still meeting the other requirements of the regulations,such as minimum finish floor grades. The proposed development plan is otherwise in substantial compliancewith Chapter 20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. City Code: 20-325(c)(4) Thoroughfare Standards. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019OF 4. For proposed Streets B and C, requesting to have the 6' sidewalk located adjacent to the parallel parking spaces and the landscape area on the opposite side of the drive lane, as opposed to the typical one-way variation of the Town Center Street thoroughfare requirements in the Transect Zone Design Standards. The purpose of this request to allow for more landscape area adjacent to the central greenspace/park area. Furthermore, having the sidewalk adjacent to the parallel parking stall also allows for an easier transition for car passengers to exit/enter the parked vehicles without crossing a landscape area. Justification 1) This waiver request is due to the layout of the buildings relative to the proposed rights-of-way and will still fit within the nature of the town center in that the landscape and sidewalk elements are still being proposed,just in a different configuration, to allow people parking in an on-street space to step out of their vehicles onto a safe,stable,concrete sidewalk instead of into a grassy green space. 2) This waiver request is necessary to allow for the construction of a park / amenity area central to the proposed development. The proposed development plan is otherwise in substantial compliancewith Chapter 20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. City Code: 20-325(c)(4) Thoroughfare Standards. S. For Buildings 12, 14, 16, 17, 18, 19 and 20; requesting to have a maximum building set back of 11' - 22' adjacent to the Seminole County Trail right-of- way, which is outside of the 0' - 8' setback in the TS transect code. For the buildings facing the Seminole County Trail, the area between the building Trail right-of-way must include a set of stairs, 6' sidewalk, and retaining wall and the additional setback space is to allow for this for these features to fit within that space. The typical setback would be 11' and only expands up to 22' along Buildings12,14, and 16 asthe right-of-way line anglesout east, away from the internal alignment of the buildings. Justification 1) This waiver request is due to the peculiar shape of the right-of-way and proposed layout of the site. Granting this request will allow for townhomes that face the scenic Seminole County Trail. PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 2) This waiver request is necessary to allow for the construction of the building in these locations, while have the front of the building face the trail and provide standard internal sidewalk access. The proposed development plan is otherwise in substantial compliance with Chapter 20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. City Code: Sec. 20-325. Transect standards. T5 (Urban Center Zone) (2) Dimensional requirements. Lot Design Guidelines Principle building setbacks (from property line) Front/principle plane 1 0 ft.-8 ft. max (from front property line) 6. A waiver from the City's Code of Ordinances prohibiting common yards in the Town Center T5 Transect. Buildings 2 and 3 by their orientation have their primary facades facing an open space tract and not a public right-of- way thus creating a common yard condition. Justification 1) This waiver request is due to the orientation of Buildings 2 and 3 not facing a public right-of-way. The area directly in front of these buildings is intended to be community open space and provide a continuous landscape corridor from the amenity building to Michael Blake Blvd. 2) This Waiver Request is necessary to facilitate the continuous landscape corridor from the amenity building to Michael Blake Blvd. The proposed development plan is otherwise in substantial compliancewith Chapter20 of the City's Code of Ordinances and in compliance with the Comprehensive Plan. City Code: Sec. 20-325. - Transect standards. T5 (Urban Center Zone) (2) Dimensional requirements. Lot Design Guidelines. Private frontages - Common yard - Prohibited. In evaluation of the above six (6) proposed waiver requests,the applicant has satisfied the eight (8) specific criteria required for waivers in the City Code of Ordinances. Applicable Law, Public Policy. and Events: Home Rule Powers Winter Springs Code of Ordinances Town Center District Code City of Winter Springs Comprehensive Plan Final Engineering Review: The +/- 8.33 acre site is part of a larger parcel of approximately 46-acres that was previously owned in its entirety by Winter Springs Holdings, Inc. (IBEW). Winter Springs Holdings sold portions of the property to other entities, including Catalyst Development Partners, currently building an apartment project on the west side of Michael Blake Boulevard. The +/- 8.33 property is subject toa Developer's Agreement which includes the following applicable provisions: • After the Catalyst Apartment Project (The Blake Apartments), no additional apartment units are permitted anywhere on the 46-acre property; • Parcels fronting S.R. 434 and Tuskawilla Road must be developed with a commercial use; and • The property is served by a master stormwater treatment facility that is currently under construction as part of the Catalyst Apartment Project. Final Engineering Plans Criteria, Sec. 20-33.1: (a) Site and final engineering plans and the subdivision of land shall also be subject to the technical requirements set forth in Chapter 9 of the City Code. It is the intent of this section to apply to applications for site and final engineering plans and to any subdivision of land requiring a plat, if applicable, and does not include review and approval of a lot split application. Please see discussion below regarding technical requirements of Chapter 9. The Final Engineering Plans have been reviewed by the City's contract engineer, concluding that the Plans satisfy the technical requirements provided the conditions of approval set forth below are met. (b) Except in situations involving one (1) single-family home, the planning and zoning board shall be required to review all site and final engineering plan and subdivision of land applications and make a written recommendation to the city commission. Such recommendation shall include the reasons for the board's recommendation and show the board has considered the applicable criteria set forth in this section. The Planning and Zoning Board recommended approval of the Final Engineering Plans, Waivers, and Aesthetics at its Special Meeting on November 12, 2019. (c) Upon receipt of the planning and zoning board's recommendation, the city commission shall make a final decision on the application. If the city commission determines that the planning and zoning board has not made a recommendation on an application within a reasonable period of time, the city commission may, at its discretion, consider an application without the planning and zoning board's recommendation. (d) Except in situations involving one (1) single-family home, all site and final engineering plan and subdivision recommendations and final decisions shall be based on whether the site and final engineering plan and subdivision of land complies with all the technical requirements set forth in chapter 9 of the City Code and the following criteria to the extent applicable: (1) Whether the applicant has demonstrated the site and final engineering plan and subdivision of land, including its proposed density, height, scale and intensity, hours of operation, building and lighting design, setbacks, buffers, noise, refuse, odor, particulates, smoke, fumes and other emissions, parking and traffic-generating characteristics, number of persons anticipated using, residing or working under the plan, and other off- site impacts, is compatible and harmonious with adjacent land uses, and will not adversely impact land use activities in the immediate vicinity. The proposed density, height, scale and intensity of the development as depicted in the Final Engineering Plans are consistent with the requirements of the T5 Transect of the Town Center Code. Setbacks have been met, except where a waiver has been requested. Impacts related to noise, refuse, odor, particulates, smoke, fumes and other emissions are anticipated to be negligible given the residential nature of the project. Parking and transportation are addressed thoroughly below. Residential, single-family attached units are permitted in the T5 Transect. (2) Whether the applicant has demonstrated the size and shape of the site, the proposed access and internal circulation, and the design enhancements to be adequate to accommodate the proposed density, scale and intensity of the site and final engineering plan requested. The site shall be of sufficient size to accommodate design amenities such as screening, buffers, landscaping, open space, off-street parking, safe and convenient automobile, bicycle, and pedestrian mobility at the site, and other similar site plan improvements needed to mitigate against potential adverse impacts of the proposed use. The size and shape of the site, the proposed access and internal circulation, and the design enhancements are adequate to accommodate the proposed development. The development will be accessed from Tree Swallow Drive. The single access has been reviewed by Seminole County Fire and has been approved. It is believed that elimination of the second access thatwas originally included in the preliminary engineering planswill eliminate conflicts with pedestrians and bicyclists utilizing the Cross- Seminole Trail and further allows for the conveyance of open space to the City. The existing and future Town Center street network provides multiple options for residents to reach their desired destinations. The internal circulation plan consists of public streets and private alleys for access to the individual townhome garages. The Development Agreement provides for significant enhancements relating to landscaping buffers, including planting of Crepe Myrtles and Elms along the Cross-Seminole Trail. (3) Whether the proposed site and final engineering plan and subdivision of land will have an adverse impact on the local economy, including governmental fiscal impact, employment, and propertyvalues. Single-family residential attached housing is a permitted use in the T5 Transect of the Town Center and is not expected to have an adverse impact on the local economy. (4) Whether the proposed site and final engineering plan and subdivision of land will have an adverse impact on the natural environment, including air,water, and noise pollution,vegetation and wildlife, open space, noxious and desirable vegetation, and flood hazards. Open space is provided in the development via the central community open space and the conveyance of the northwest corner of the property to the City. The applicant contracted with Bio-Tech Consulting, Inc., to prepare an environmental assessment of the site, including review of soil types mapped within the property boundaries, evaluation of land use types/vegetative communities present, and field review for occurrence of protected flora and fauna. The report concludes that the site is not suitable for habitat for endangered or protected species and none were observed at the site. (5) Whether the proposed site and final engineering plan and subdivision of land will have an adverse impact on historic, scenic, and cultural resources, including views and vistas, and loss or degradation of cultural and historic resources. It is not anticipated that the Final Engineering Plans will have an adverse impact on any historic or cultural resources, including views and vistas. (6) Whether the proposed site and final engineering plan and subdivision of land will have an adverse impact on public services, including water, sewer, stormwater and surface water management, police, fire, parks and recreation, streets, public transportation, marina and waterways, and bicycle and pedestrian facilities. See below for discussion regarding impact on public services. (7) Whether the site and final engineering plan and subdivision of land, and related traffic report and plan provided by the applicant, details safe and efficient means of ingress and egress into and out of the neighborhood and adequately addresses the impact of projected traffic on the immediate neighborhood, traffic circulation pattern for the neighborhood, and traffic flowthrough immediate i ntersections a nd arterials. See under Criteria (2) regarding traffic circulation. (8) Whether the proposed site and final engineering plan and subdivision of land will have an adverse impact on housing and social conditions, including variety of housing unit types and prices, and neighborhood quality. The proposed development is not anticipated to have an adverse impact on housing and social conditions. Attached single-family residential development is a permitted use in the T5 Transect and is located adjacent to higher-density residential apartment units. (9) Whether the proposed site and final engineering plan and subdivision of land avoids significant adverse odor, emission, noise, glare, and vibration impacts on adjacent and surrounding lands regarding refuse collection, service delivery, parking and loading, signs, lighting, and other sire elements. It is not anticipated that the proposed residential development will emit odors, glares, or vibrations that will adversely impact adjacent property. (10) Whether the applicant has provided an acceptable security plan for the proposed establishment to be located on the site and final engineering plan and subdivision of land that addresses the safety and security needs of the establishment and its users and employees and minimizes impacts on the neighborhood, if applicable. The residential development will include public access easements over all sidewalks and will be located adjacent to the Cross-Seminole Trail, in keeping with the Town Center. (11) Whether the applicant has provided on the site and final engineering plan and subdivision of land an acceptable plan for the mass delivery of merchandise for new large footprint buildings (greater than twenty thousand (20,000) square feet) including the hours of operation for delivery trucks to come into and exit the property and surrounding neighborhood, if applicable. Not applicable. (12) Whether the applicant has demonstrated that the site and final engineering plan and subdivision of land have been designed to incorporate mitigative techniques and plans needed to prevent adverse impacts addressed in the criteria stated herein or to adjacent and surrounding uses and properties. The Final Engineering Plans, in conjunction with the Development Agreement, address adverse impacts. Primarily, the Development Agreement and Plans include enhanced trail tree landscaping along the northern boundary of the Project and ensure the conveyance of open space to the City. (13) Whether the applicant has agreed to execute a binding development agreement required by city to incorporate the terms and conditions of approval deemed necessary by the city commission including, but not limited to, any mitigative techniques and plans required by City Code. The binding Development Agreement is attached hereto as an Exhibit. Proposed Layout/ Unit Type: The Final Engineering Plan proposes townhomes consisting of 10 two-story and 10 three-story buildings, for a total of 20-buildings ranging in size from 3 to 10 units per building, and a cabana including a swimming pool. The Final Engineering Plan for the subdivision features a grid of public streets and private alleys, consistent with the Town Center Code. Town home units along the perimeter of the development will front Tree Swallow Drive, Michael Blake Boulevard, and the Cross-Seminole Trail. The internal buildings will all face public streets. All units have two-car garages accessed from alleys at the back of the buildings. Site Amenities: The central area of the subdivision includes a pool, cabana, and green space/park area. A main feature of the subdivision will be the immediate access to the Cross-Seminole Trail, with the ability for residents to use the trail for access to nearby shopping, schools, parks, and other community destinations. Water and Sewer• Water and sewer facilities are available to the site in Michael Blake Boulevard. A lift station is being built at the northwest corner of the property thatwill serve both the Catalyst Apartment project and the proposed Dream Finders townhome subdivision. The City has water and sewer plant capacity to serve the 114-unit townhome development. Stormwater• Winter Springs Townhomes will be served by a master stormwater pond currently being constructed as part of the Catalyst Apartments project. No additional onsite stormwater treatment is required. Onsite stormwater collection and piping facilities will route stormwater to the pond located on the east side of the Trail Bridge. Transportation: Winter Springs Townhomes will be accessed from Tree Swallow Drive. The existing and future Town Center street network provides multiple options for residents to reach their desired destinations. At the SR 434/Michael Blake Boulevard intersection, a traffic signal will be constructed by the City when it meets the applicable traffic warrants. The applicant has submitted a traffic study prepared by Traffic Planning & Design, Inc., demonstrating that the project is anticipated to result in the addition of 821 daily trips, of which 54 will occur in the A.M. peak hour and 66 will occur in the P.M. peak hour. Applicable roadway segments and intersections, except for the southbound leftturns from Michael Blake Boulevard to SR 434, are expected to continue to operate at adequate levels of service. Delays for southbound leftturnsat Michael Blake Boulevard and SR 434 are caused bythe stop sign, which will continue to prevail until a signal becomes warranted and installed. Parkins• The proposed Winter Springs Townhomes project consists of 114 townhome units, which requires 228 spaces. All townhome units will have two-car garages and per City Code, each 2-car garage is counted as 1 space, giving 114 garage spaces. Developments within the Town Center do not have a specific parking ratio requirement. However, this development had been designed to meet the City's parking code outside of the Town Center which is 2.0 spaces per dwelling unit, LDC Section 9-277(2). The remainder of the development provides 115 surface parking along streets and pockets of parking area, distributed throughout the development, resulting in a total of 229 parking spaces, or a 2.01 space per dwelling unit ratio. School Capacity: The Seminole County School Board District may rezone prior to construction, if deemed appropriate (or after for that matter), there are no "permanent" school zones. The proposed development is currently zoned as follows: Elementary School District: Layer Middle School District: Indian Trails High School District: Winter Springs Reports: The Final Engineering submittal is required to include the following reports or updates of previously prepared reports for the same property. 2018 Fire Flow August 27, 2018 Civil Site Specs October 1, 2018 School Capacity Availability Letter of Determination (SCALD) November 14, 2018 Ecological Study (listed species) November 21, 2018 Geotechnical Engineering December 2018 Traffic Study January 21, 2019 Stormwater Report March 7, 2019 Parking Analysis March 8, 2019 Roadway Underdrain Evaluation July 29, 2019 Water and Sewer Analysis The Applicant has agreed to specific conditions of approval for the Plan and Waivers as negotiated in the Developer's Agreement. Pursuant to Section 20-29 of the City Code, all applications for waivers and development projects requiring a community workshop pursuant to Section 20-29.1 shall be required to be memorialized in a binding development agreement executed by the City and the property owner. Community workshops are required for all new residential subdivisions of ten (10) or more lots under Section 20-29.1. The 114 townhome lots shall be individually owned, requiring a subdivision, though the final plat will be reviewed separately from the Final Engineering Plans. A community workshop was held on July 30, 2019. The draft Development Agreement is enclosed as an Exhibit hereto. The Development Agreement has been drafted to address several important issues regarding the proposed Final Engineering Plans and the eventual platting of this Project. The primary issue that has been tentatively resolved in the draft Development Agreement is related to the conveyance of two small neighborhood squares. A full and detailed history of the requirement to convey two small neighborhood squares may be found in the City Commission Agenda Item titled "Small Neighborhood Squares #4 and #5" from the September 23, 2019 City Commission meeting. An abbreviated history is included herein. A lengthy series of development agreements has encumbered the DFC Property, beginning in June 2000. These development agreements included the requirement that, at the time of development, two small neighborhood squares, referred to as Small Neighborhood Square #4 and #5, would be conveyed to the City. The first relevant development agreement was entered into on June 26, 2000 with Schrimsher Land Fund (the "Original Schrimsher Agreement"). The Original Schrimsher Agreement was intended to establish the vision for the future appearance and qualities of the Town Center Community and implement the traditional urban design conventions, such as a palette of squares, parks, and street types as mentioned above. Through this Agreement, Schrimsher consented to the adoption of the Town Center District Code and its applicability to the Schrimsher Property. The Original Schrimsher Agreement established the open spaces that Schrimsher would convey to the City and to the State of Florida. Schrimsher agreed to convey to the City title to Magnolia Park, Lake Trail Park, and Wetland Park, in addition to several "Small Neighborhood Squares," known as #2, 3, 4, and 5. The Agreement established the size of each Small Neighborhood Square as fo I I ows: #5 - .44 acres #4 - .42 acres #3 - .44 acres #2 - .45 acres Small Neighborhood Squares #4 and #5 are depicted in Exhibit A of the Original Schrimsher Agreement and, it is the City's belief that they are located on what is now the DFC Property, though DFC has disputed this claim. Inconsideration for these conveyances, the City agreed that it would perform certain obligations, including stubbing-out utilities to the boundaries of the Schrimsher property at the City's expense. The Original Schrimsher Agreement was eventually terminated due to the financial crisis and economic recession of 2007 and 2008. However, the City maintained in subsequent development agreements with different developers of the property that the requirement to convey two neighborhood squareswould remain binding. Specifically, in the November 10, 2010, Winter Springs Holdings, Inc. entered into a "Future Development Commitment Agreement," recorded in the Seminole County Official Records at Book 7486, Page 146. The Future Development Commitment Agreement restated the existing commitment of the owner to convey Small Neighborhood Square #4 and #5, at the time the City determined the squares would be needed in conjunction with the future development of the Property. The location of the Neighborhood Squares was depicted in an Exhibit to the Agreement, which utilized the same Exhibit that had been attached to the Original Schrimsher Agreement from 2000. In anticipation of considering the Final Engineering Plans,Aesthetic Review, and Waivers, the City Commission was asked to review the obligation to convey the small neighborhood squares at its September 23, 2019 City Commission meeting. The City Commission requested that the City staff attempt to negotiate with DFC to find an acceptable alternative to the conveyance of the two small neighborhood squares, which has been memorialized via the draft Development Agreement. The primary obligations of the Development Agreement are as follows: • Developer will, at its expense, design, permit and construct the townhome subdivision in a manner consistent with the Final Engineering Plans, Aesthetic Plans, and Waivers contained in the application file. • Developer consents to the following specific conditions of approval for the Final Engineering Plans, Aesthetic Plans, and Waivers: o 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. The trees shall be maintained by the Developer for the first two years after planting; o 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; o 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; o Conveying the following land to the City: ■ The northwest corner of the townhome Property, consisting of approximately 0.32 acres and surrounding, but not including, the lift station property (the "Northwest Corner Property Conveyance") ■ The northern portion of the Detention Pond Property located east of the DFC townhome property, consisting of approximately 3.1 acres (the "Detention Pond Property Conveyance") o Making a cash contribution of$125,000 to the City; and o 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 Development Agreement also grants the Developer permission to build five (5) model homes in two townhome buildings, which may not be used for purposes of residential occupation prior to final plat approval. Should the Developer fail to receive building permits and substantially commence vertical construction of buildings within two years of the effective date of the Agreement, the City Commission has the option to terminate the Agreement. However, the Developer may request an extension for good cause shown. Final Development Plan Approval: The City Commission may approve Final Engineering Plans separately and prior to approval of the final plat as provided in Section 9-74 of the City Code. Fiscal Impact• Approval of the Final Engineering Plan and Aesthetic Review allows the subject property to be developed into a 114-unit Townhome Community. Development of the subject property is anticipated to provide and increase to the City's taxable value. The potential tax revenue of the proposed subdivision at buildout is estimate to be $60,000/year. Procedural History: August 31, 2018 Application Submittal Date January 3, 2018 Planning & Zoning Board/Local Planning Agency Approval I Recommendation (Preliminary Engineering Plans) January 8, 2018 City Commission I Approval (Preliminary Engineering Plans) July 30, 2019 Community Workshop Meeting September 23, 2019 City Commission I Dream Finders Townhomes Contract Obligation Meeting N ove m be r 12, 2019 Planning & Zoning Board/Local Planning Agency Approval I Recommendation of Approval (Aesthetic Review, Final Engineering Plans, multiple Waivers, and the Development Agreement) PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 • OF 24 Communication Efforts: The Meeting Agenda and this Agenda Item have been forwarded to the Planning and Zoning Board / Local Planning Agency members and are available on the City's Website, LaserFiche, and the City's Server. The Agenda has been forwarded to the Mayor and City Commission; City Manager; and City Attorney/Staff. Additionally, the Meeting Agenda has been sent to media/press representatives, all Homeowner's Associations on file with the City, all owners of real property adjacent to and within approximately one thousand feet of the subject property, all individualswho have requested Agenda information, Department Directors; and also posted outside City Hall; posted inside City Hall with additional copies available for the general public. RECOMMENDATION Staff recommends that the City Commission approve the Aesthetic Review, Final Engineering Plans, multiple Waivers from the Town Center Code, and the Development Agreement for Winter Springs Townhomes, contingent upon the below conditions of approval. CONDITIONS OF APPROVAL Approval of the Final Engineering Plan, Aesthetic Plans, and Waivers shall be contingent upon the execution of the Development Agreement and completion of all obligations contained therein. The following are conditions of approval specifically relating to the Final Engineering Plans: 1. Site Utility Notes #2 shall state that the contractor shall contact Sunshine 811 (by calling 800-432-4770 or 811) at least two (2) full business days before beginning any excavation or demolition to allow all utilities to mark their facilities and respond to the Positive Response System. The note shall also reference that the contractors are required to comply with FS 556 the Underground Facility Damage Prevention and Safety Act. The plan sheet logo from the Sunshine 811 web site shall be placed on the drawings (Sheet C01.0). 2. Site Utility Notes#4 shall reference that potable water lines 3" and smaller shall be AWWA C901 and rated for 200 psi (Sheet C01.0). PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 3. Site Utility Notes #13 shall reference that the potable water mains shall be restrained in accordance with the Pipe Joint Restraint Detail in these plans (Sheet C01.0). 4. Site Utility Notes#18 shall reference that root shields shall also be required where the distance between the utility pipelines and the trees is at that 5 foot minimum (Sheet C01.0). 5. Site Utility Notes #20 shall reference the latest edition of the NFPA 24 code, not the 2007 edition (Sheet C01.0). 6. Site Grading Notes #2 may be deleted as the revised information is contained in Site Utility Notes #2. Should it be repeated then follow comment #1 above (Sheet C01.0). 7. In the Jurisdiction/Utilities box the Water Management reference shall be "SJ RW M D" (Sheet C01.0). 8. Site Plan Notes #9 references a street lighting plan, include the street lighting in the final plan set (Sheet C01.0). 9. The plan shall state that the Contractor of Record is responsible for applying and obtaining a Notice of Intent from FDEP and for complying with the SJRWMD, FDEP, and EPA NPDES regulations for construction site control of sediment and erosion control and for the runoff from the project site (Sheet C05.0). 10. The plan shall state that the Contractor of Record is responsible for the preparation of a detailed SWPPP and for the submission to and approval from the City of Winter Springs (Sheet C05.0). 11. The plan shall provide one street/alley plan and profile plan for all streets and alleys (Sheet C07). 12. Storm structure STSII is a conflict manhole, the manhole will need to be an FDEP approved this design. FDEP used to require that sanitary sewers passing through storm structures were required to be encased, and the joint of Ductal Iron Pipe should be lined with Protecto 401 or similar coating (not bitumastic) (Sheet C07.1). 13. All the storm structures that have 48 inch and 60 inch pipes connecting to them shall be at least 6 feet in diameter (Sheet C07.1) 14. A fire hydrant shall be provided on Tree Shallow Lane at Street A (Sheet C08.0). 15. The water main on Street A shall be extended to connect the water main on Alley B (Sheet C08.0). 16. Remove Utility Note referencing "OUC mains" (Sheet C08.0). 17. Shall provide garbage truck access route (Sheet C09.0). 18. Shall provide two one-inch lifts of SP 9.5. (Detail #5 - Sheet C12.0). 19. Southern Magnolia tree shall be relocated from the location Double Dector Check Assembly/Fire Department Connection for buildings 19 and 20 (Sheet L01.I). 20. General Notes #15 shall state that the contractor shall contact Sunshine 811 (by calling 800-432-4770 or 811) at least two (2) full business days before beginning any excavation or demolition to allow all utilities to mark their facilities and respond to the Positive Response System. The note shall also reference that the contractors are required to comply with FS 556 the Underground Facility Damage Prevention and Safety Act and include the Sunshine 811 logo on the drawings (Sheet L102.0). 21. Shall provide the analysis to include the proposed 8-inch water main on Tree Swallow and its connection to the water main on Street D. Including this pipeline in the Hydraulic Analysis may help comment #2 below. 22. The fire flow analysis for the 2450 gpm flow from FH 3 and FH 4 shows a flow velocity of almost 15 fps for the 8 inch pipe connecting to the existing 12 inch WM on Michael Blake Blvd and entering the development. This is excessive. The City allows size on size taps, so a 12 inch tap and 12 inch pipe from Michael Blake Blvd to the internal water main loop will lesson this excessive velocity. 23. Additionally, pipe P17 shall run to and connect to the 8 inch pipeline on Alley B. 24. This report references the existence of organic soils (Section 7.2.2) and recommends their removal. Shall provide organic soils on the grading plans. 25. In Section 9.1, UES references cut/fill in the range of 2 feet or less. Shall inform UES that the fill will be more along the depths of up to 5 feet along the perimeter of the development towards the Cross Seminole Trail. 26. In Section 9.7, UES references the potential for post-construction vertical settlement of 1 inch or less. Shall provide proof to the City Engineer that removal of the organic soils and the proposed fill (compacted) shall alleviate this potential settlement. 27. In Section 10.2.5, UES references the effects of ground water on the pavement section and recommends minimum separations from the SHGT to the bottom of the base course - depending upon the material used for the base course. An additional Underdrain Analysis was performed and underdrains are shown on Tree Swallow, Street A, and Street D as included in the plan set. Shall provide Plan and Profiles for the other streets and alleys, although they are referenced in the Underdrain Report. Attachments• 1. Exhibit -Aerial Map 2. Exhibit 2- Developer's Agreement 2019 3. Exhibit 3 -Aesthetic Review 4. Exhibit 4- Waiver Application 5. Exhibit 5 - Final Engineering Plans Site Plan Approval 6. Exhibit 6- Reports PUBLIC HEARINGS AGENDA ITEM 400 1 MONDAY, DECEMBER 09, 2019 Exhibit 1 Aerial Map of Winter Springs Townhomes AERIAL MAP Winter Springs Townhomes o- 'Co= �� � Q� 7.1 ON ��� All AOL- V l iE�w PolNr o 76, O F gN�i�C P 8�0 M8E7% �y0�2 -A . O� N. PAWNk NATURES -� ubject Property O \ O o rn SEFTON 0 n AV I;RY LAK( / Z C - -- m -n m —" GBRAVE WOLF ENTLE BREEZE TOwNpL9ZgM� � _ __ . . . . c % CHEOY SILVER MOON G R�CFF 434 ✓ LEE BRIGHT STAR Z, ON '4 GULFSTAR �' SWIFT CREEK �>� �<O� _ n Q� x T O - A Z) SPRING CREEK CID a {� z °P ti _ 7 -> Iz RUSHING RAPIDS Sot e:E m, Dig G b GE s r u—.c ,NESS/ irbusDS, DA, USES, oGRID, I YS l Legend n^N P 0 0.075 0.15 0.3 Miles W V E I I I I I I I I I Streets - WaterBodies s 1 inch = 883 feet Parcels Exhibit 2 Development Agreement THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony A.Garganese City Attorney of Winter Springs Garganese,Weiss,D'Agresta&Salzman,PA- I I I .A111 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 52019, 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. Page 1 of 19 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:l. 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. Page 2 of 19 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 Comer 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. Page 3 of 19 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 Sauare; 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. Page 4 of 19 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. Page 5 of 19 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' facade 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. Page 6 of 19 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. 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. 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. DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 7 of 19 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. 20.0 Third-Party Rights. This Agreement is not a third-party beneficiary contract and shall not in any way whatsoever create any rights on behalf of any third party. 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 DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 8 of 19 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. 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, personal injuries DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 9 of 19 (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 party desires to give notice to the other, notice shall be sent by hand delivery or certified mail,return receipt requested, and shall be sent to: For the City: Shawn Boyle, City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 With additional notice to: Anthony A. Garganese, City Attorney Garganese, Weiss, D'Agresta& Salzman, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802 For Developer: Robert Riva, Vice President DFC Seminole Crossing, LLC 14701 Philips Highway, Suite 300 Jacksonville, Florida 32256-3743 With additional notice to: DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 10 of 19 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. 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 DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 11 of 19 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. (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 DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 12 of 19 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 By: Charles Lacey,Mayor DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 13 of 19 ATTEST: By: Andrea 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 Date: By: Anthony 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 Signed, sealed and delivered in the DFC Seminole Crossing, LLC presence of the following witnesses: Print name and title: Signature of Witness Date: Printed Name of Witness Signature of Witness Printed Name of Witness STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 2019, by the of ., a He is personally known to me or produced as identification. (NOTARY SEAL) (Notary Public Signature) (Print Name) Notary Public, State of Commission No.: My Commission Expires: DEVELOPER IS HEREBY ADVISED THAT SHOULD DEVELOPER FAIL TO FULLY EXECUTE, AND DELIVER TO THE CITY, THIS AGREEMENT WITHIN THIRTY (30) DAYS FROM THE DATE THAT THE CITY COMMISSION APPROVES THIS AGREEMENT, THIS AGREEMENT, AND THE DEVELOPMENT PERMIT 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 EXHIBIT A PROPERTY LEGAL DESCRIPTION Insert Legal DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 16 of 19 EXHIBIT B DETENTION POND PROPERTY LEGAL DESCRIPTION DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 17 of 19 JOINDER AND 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 joins in and 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 day of , 2019. Signed and sealed in the presence of: The Varde Private Debt Opportunities Fund (Onshore),L.P. By: Print Name: Name: Title Print Name: STATE OF ) SS.: DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. Page 18 of 19 COUNTY OF ) Personally appeared before me, the undersigned, a Notary Public within and for said State and County, duly commissioned and qualified, , with whom I am personally acquainted, or proved to me on the basis of satisfactory evidence, and who, upon oath, acknowledged themselves to be the of the Varde Private Debt Opportunities Fund (Onshore), L.P., on behalf of the corporation, and that he/she as such , 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 day of , 2019. Notary Public My Commission Expires: DEVELOPMENT AGREEMENT City of Winter Springs and DFC Seminole Crossing,LLC. 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