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HomeMy WebLinkAboutTab 68 Winter Springs Holdings, Inc..pdft fit �)U 41111 4$ I♦II it o I lm Prepared by and return to: AWway A. Grrpmn .` 1 City Attm" of W iter Springs 4i Brawq Garganose, Weiss & D'Agr-ta, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, Horida 32802 MARYA" MDR-t, CLERK OF CIRCUIT COURT = SEMINOLE COUNTY - DR 07486 Pqs 0146 - 1541 i9pgs! CLERr,' S #i �Cii(1i3C4%5 RECORDED 11/29/2010 11pt05:52 IM RECORDING FEES 7& 00 RECORDED BY T Wth FUTURE DEVELOPMENT CONINffrWNT AGREEMENT �n THIS AGREEMENT (the "Agreement") is made and entered into effective this -d-� day of N.QVember, 2010, by and between Winter Springs Holdings, Inc., a Delaware corporation, whose addt'e'ss is 900 Seventh Street NW, Stc_ 1020, Washington, DC 20001, and its successors and assigns .(the ",owner"), and the City of Winter Springs, Florida (the "City"), a Florida Municipal Corpora�gr� whose address is 1126 E. State Road 434, Winter Springs, FL 32708. V /� O OMMON RECTTAIS: e WHEREAS, the Owner is the Ier in fee simple title to certain real property (the "Property") described in EXHIBIT "A" aftAched hereto and incorporated herein by this refemnee; and Aw WHEREAS, the Property was subject to thane ain Implementation Agreement (the Implementation Agreement'), recorded in the Public R6grds of Seminole County, Florida in Official Records Book 6599, Pages 1705-1726; and e WHEREAS, the Owner and the City entered into an Agreement, dated August 23,2010, to terminate the Implementation Agreement in accordance with the cZnd;tigns set forth in Section 3 thereof, which shall be recorded in the Public Records of Seminole Caftrity, Florida prior to the recordation of this Agreement ("Termination Agreement"); and WHEREAS, Section 3.6 of the Termination Agreement required that the City and the Owner enter into this Agreement to memorialize the fixture development obligations which are restated from the Termination Agreement as set forth herein. WrFNESSETH: NOW THEREFORE, in consideration of Ten Dollars ($10.00) and in consideration of the termination of the Implementation Agreement and in accordance with the Termination Agreement, the parties agree as follows: Future Development Commitment Agreement City of Winter Springs/Winter Springs Holdings, Inc. Page I of 6 Book7486/Page146 CFN#2010136465 1. Recitals. The parties agree and acknowledge that the recitals above are true and correct and that it is the intent of the parties by entering into this Agreement to create a legally binding contract. 2. Future Obligations on the Property. In accordance with Section 3.6 of the Termination Agreement, Owner hereby restates the following existing commitments with respect to the Property: 2.1 Owner agrees to convey to the City two small neighborhood squares # 4 (mirifinum .42 acres) and #S (minimum .44 acres), such acreage to include all rights -of -way around the perimeter of each neighborhood square, at such time the City determines the squares are needed in conjunction with the future development of the Property. The location of the neighborhood squares are generally depicted on EXH7i3IT IT " which is attached hereto and fully incorporated herein by this refekqce. However, the Owner and the City agree that the parties may mutually agree in writing to modify the location of the neighborhood squares in order to accommodate the future development plans on. the Property. The conveyances shall be at no cost to the City by special warranty deed for fee sinripIc tide. 2.2 Owneer Ma11 be responsible for designing, permitting, and constructing a master stormwater plan for the Property, which is intended to include the handling of stormwater runoff from Spine Road (Michael Blake Boulevard) which is being simultaneously conveyed to the City with the execution and delivery' "af 'ibis Agreement. Owner shall construct the permanent master stormwater facilities at such time th Property is developed in accordance with all applicable St Johns Water Management District ("M`Y'AM") and any other applicable regulatory pernitdng requirements. The permanent stormwater lacilitiesrl49ated outside of the Spine Road Property shall remain privately owned and maintained, with a di)inag� easement dedicated to the City over all stormwater facilities supporting Spine Road at such &i the permanent facilities are constructed and approved by the City. In the event that the City chcos s'to construct Spine Road in advance of substantial development of the Property and before the permmer t-stormwater facilities are in place, Owner shall grant the City a right -of -entry to construct arid -maintain temporary stormwater facilities on the Property located outside of the Spine Road PropertyElaccordance with a temporary drxtiruge easement that is mutually acceptable to the Owner and the City. Tine area for the temporary stormwater facilities shall be generally located in the area depicted on. VOMIT "C " which is attached hereto and deemed fully incorporated herein by this reference_, The right -of -entry and easement shall remain in place until the permanent stormwater facilities are constructed by the Owner. At the time the permanent drainage facilities are constructed and accepted by the City and the applicable regulatory agencies, Owner shall be responsible for the removal of all temporary drainage facilities. In addition to the right -of -entry and easement Owner shall grant the City authorization to utilize and/or modify any permits applicable to the construction of Spine Road. Owner agrees to cooperate with the City regarding any permit utilization and/or modification and shall execute applicable permit documents authorizing the permit utilization or modification to the extent required by the SJRWMD. Miscellaneous Provisions. 3.1 Annlicable Law and Venue. This Agreement shall be governed by and Future Development Commitment Agreement City of Winter Springs/Winter Springs Holdings, Inc. Page 2 of 6 Book7486/Page147 CFN#2010136465 construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any dispute conceming this Agreement through negotiation and/or mediation between authorized repres=Jtatives. If these efforts are not sucoessful, and there remains a dispute under this Agreement, either party may then file an action in the Circuit Court of Seminole County, which shall be the exclusive venue with respect to any disputes arising out of this Agreement. This Agreement shall not be construed or characterized as a development agreement under the Florida Local Govemnient AgrL—m)mt Act 3.2 Entire Aueement. This Agreement is the entire agreement between the parties related to the subject matter expressed herein, and supersedes al.l previous oral and written representations, agreements and understandings between the parties related thereto. Except as otherwise provided herein, this Agreement shall only be amended or cancelled by mutual written consent of the parties hereto or by their successors in interest. 3.3 Effective Date. The effective date of this Agreement (the "Effective Date") shall be the.date'when the last one of the Parties has properly executed this Agreement as determined b the date A& forth immediately below their respective Y Ysignatures and shall be binding upon all successors in intereAto the parties. 3.4 Notices., Whenever any of the parties desire to give notice to the other, such notice must be in writing; -sent by U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving of notice shall remain such until it is changed by written notice in .c6mpliaace with the provisions of this paragraph. Until otherwise designated by amendment to this Agreement, the parties designate the following as the respective places for giving notice: For the Owner: Winter Springs Holdings, Inc. c/o IBEW P ension. Benefit Fund 900 Seventh Strr.et NW, Suite 1020 Washington, DC 20001 Telephone: 1� Fax: With a copy to: Potts -Dupre, Difede & Hawtas, ch.td. Attention: Jinn Difede, Esq. 900 Seventh Street, NW, Suite 1020 Washington, DC 20001 Telephone: (202) 223-0888 Fax: (202) 223-3868 With a copy to: CS Capital Management Attention: Brian Love Paul Saylor One Overton Park — Suite 240 3625 Cumberland Boulevard Atlanta, GA 30339 Future Development Curan tn:eat Agreement City of winter springs/Wmtcr springs Holdings, Inc, page 3 of 6 Book7486/Page148 CFN#201 0136465 Telephone: (770) 818-4040 Fax: (770) 818-4041 For the City: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs, FL 32708 Telephone: 407-3 27-595 7 Fax: 407-327-4753 3.5 Aftornuys fees. Each party shall bear their own attorneys fees regarding the drafting and implementation of this Agreement. 3.9ASpecific Performance. If Owner defaults on its .obligations set forth in Paragh 2 0 ; Agreement, the City shall have the right to seek specific performance against the Owner in and effectuate the required conveyances of the neighborhood squares and the City's use of the P for Spine Road stormwater purposes. In such case, the City shall have the right to recover prevailing llxk attorneys fees and costs in the event the City must file an action to enforce the terms and condituiii� set forth in Paragraph 2. 3.8 Recordaldup. is Agreement shall be recorded in the Public Records of Seminole County, Florida, and sba7l ith the Property. [SIGNATURE PAGE FOLL11§1 Future Development Commitment Agreement City of Winter Springs(Wmter Springs Holdings, Inc. Page 4 of 6 Book7486/Page149 CFN#2010136465 IN WITNESS WHEREOF, the parties hereto have caused this A $t to be executed by their appropriate officials, as of the date first above written. : ; INTFNES SES: - N z (signature) C E "L (print name) (signature) 51AP:`5n-,A IQ -- (print name) 1 CITY OF WINTER SPRINGW R s By. "EC*, f ATTEST: �.•, By "n dreg► Lorenzo- Luaces, City Cl Date:_) LaU*,, k4-, Ja , , 0 STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledge f;b me this day of November, 2010, by CHARLES LACEY, Mayor of the City of %linter Springs, (check one) who is personally known to me or ❑ who produced as identixication. I yUWmNP'm N Public Print Name: D ��{fteKw My Commission expires: ;eo ° (Mary ub ✓C ialu n Florida Danielle Marker "'y Commission OD663371 E fires 041irm11 Future Development Commitment Agrccmieut City of Winter Springs/Winter Springs Holdings, Inc. Page 5 of Book7486/Page150 CFN#2010136465 WINTER SPRINGS HOLDINGS, INC., a Delaware corporation Lindell K. Lee, President (print name) at, , �1- a L Zat e) 'ai 4V1����. (print name) S- T�SE Q na CtibN fl Ll; The foregoing instrument was acknoledged before me this lam day of November, 2010, by Lindell K. Lee, President of thVWinter Springs Holdings, Inc., a Delaware corporation, (check one) ip`who is persohall- known to me or o who produced t... as identificat411 � Notary Public' Jo Ann Bowen Print Name: �; Notary Public, District of Columbia Y fe- Olt My Commission e w styl,,.tQ l; Or Future Development Commitment Agreement City of Winter Springs(Winter Springs Holdings, Inc. Page 6 of 6 Book7486/Pagel51 CFN#2010136465 i 1=-- •K`�="": _. _. .. _ _ --k-EGi��SATISFACT�R�. � fo LEGAL �DE%RIPTION: A PWrj3N OF LOTS 7 AND 4 BLOCK W. CA Wj0%LLj STkY OF The LETR' Mug ON LAKE 1esS�p sun UNDS LYMlQ H 30=04 31 TOWNSW 20 SOL K PLAN% 31 iiiS? 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T1 KE mm 5a9'91"?W A iAl� ov ] as FEETS `IILE7iCE RL1H 1L18S2'TI'W A Cr5TAF10E OF 1T1,0Y ►FE7r TTF?rCE RLN 5$I'1Sii1f A A OF �aOO IrEET 7oA PC�1i OM T} r SAtpAf4� NLLY LYrIAT UNEVNI till R�0 4 iJ3LS49j%5 AT CC'I+Ea'lN.E �.JA 70 THE F'r7PlT of BE9sHrtrkL CO►iC1M 4U53 ACRES (2.027,M.50 SQ. FT. , MORE OR U1 SL Book7486/Page152 CFN#2010136465 w6 ruOc aes w :t F Y;, Ru4 exec ax, do A �E �A u.n�rury /� � (O4lLEC UAW ETkUT w a Q0 O Book7486/Page153 CFN#2010136465 Book7486/Page154 CFN#2010136465 Prepared by and return to: Kimberly Romano Kopp Assistant City Attorney, Winter Springs Brown, Garganese, Weiss & D'Agresta I11 N. Orange Avenue, Suite 2000 Orlando, Florida 32802 Ijf-,lHIM II010-1111y91IIIII iiIII I11.3I1111IFIIII IIARYANNE- CLERK OF CIRCUIT COURT BK 07486 PPS 0176 - 1741 ' 2,g D Cl.-i R1 O c-; # REWRlll:il 11/29Iw010 LVlOS:,re I'N REC11RDINC, FeES VAX) WiOWIE} BY T 59ith NOTICE OF TERMINATION THIS NOTICE OF TERMINATION (herein refed to as the "Termination"), made and executed this 1,7-11iay of November, 2010, by the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation (herein referred to as the "City"), whose address is 1126 East State Road 434, Winter Springs, Florida, 32708. WITNESSETH: WHEREAS, the City and MAIN STREET ASSOCIATES, LLC, a Georgia limited liability company, ("Developer") previously entered into an Implemeritation Agreement recorded in Official Records Book 6599, Pages 1705-1726 of the public records of Seminole County, Florida ("Implementation Agreement"), for the purpose of constructing a two phase development project, which project is no longer economically feasible; and WHEREAS, WINTER SPRINGS HOLDINGS, INC., a Delaware corporation, is successor in interest to Developer ("Owner's; and WHEREAS, Owner and the City entered into that certain Agreement dated August 23, 2010, recorded in Official Records Book 7472, Pages 1007 of the public records of Seminole County, Florida ("WSH Agreement") setting forth certain conditions for termination of the Implementation Agreement; and WHEREAS, all of the terms and conditions conteniplated under the said WSH Agreement have been satisfied; and WHEREAS, the parties now desire to terminate the Implementation Agreement. NOW THEREFORE, in consideration of the mutual covenants and mutual benefits herein contained, the parties agree that the Implementation Agreement is terminated and is no longer of any force and effect. The parties Eirther acknowledge that the property is no longer bound by the following two predecessor development agreements: (i) Agreement between the City and Schrimsher Land Fund et al, dated June 26, 2000; and (R) the WSTC Phase II Developer's Agreement between the City and JDC Calhoun, Inc., dated December 15, 2005. IN WITNESS VMEREOF, the parties have executed this Terrnivatioa as of the date first written above. ATTEST: CITY OF WINTER SPRINGS,,FL•C3RIDA. A J� i REA LORENZO-L[3ACES, ity C erk E ACEY % —�- b r STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this dAy, 9f-Rangtr, 2010, by f 1M4'-U)s Mayor, who is rsona�known tom or +++ • • who produced I err oner'slicense as identification ? ,� e1 �� o f F Not y Public - Statq of Flo Ada OanVle Harker Print Name: f a� My Commission DD663371 My commission expires: Ex iros [1d1151201'I WITNESS: WINTER SPRINGS HOLDINGS, INC. Name: Name: Name: Title: STATE OF ) COUNTY OF } The foregoing instrument was acknowledged before me this day of November, 2010, by as who is personally known to me or who produced their Florida Driver's license as identification. Notary Public - State of Florida PrintName: My commission expires: IN WITNESS WHEREOF, the parties have executed this 'Termination as of the date first written above. ATTEST: CITY OF WINTER SPRINGS, FLORIDA ANDREA LORENZO-•LUACES, City Cleric CHARLES LACEY, Mayor STATE OF FLORIDA ) COUNTY OF SEMINOLE ) The foregoing instrument was acknowledged before me Phis day of November, 2010, by JOHN F. BUSH, as Mayor, who is personally known to me or who produced their Florida Driver's license as identification. Notary Public — State of Florida Print Name: My commission expires: `—WINTER SPRINGS HOLDINGS, INC. Nye: �.•.vx�` K .I.a� .r Title: �eebr�ea� �u�w`��i. C.9�►�b� STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this -og' day of November, 2010, byas who is personally known to me or who produced their Florida Driver's liceid ratification. Notary Public — gtate-efi-iaria w Print Name: Jo Ann Bowen My commission expires: Wary ,c, 0 is ra t of Columbia; My Commission expires 5/14/2015 , ,' 1�-V0 :i Jd r `.L •� t �AY7 ��• C7 0 !''I . ,`rrlrrtin •,••, . f: THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony Garganese City Attorney of Winter Springs rown Garganese, Weiss & D'Agresta, P.A. 1N. Orange Avenue, Suite 2000 Q , FL 32802 [40 L 25-9566 MARYAWE MORSE, SEMINOLE COUNTY CLERK OF CIRCUIT COURT i CX`TROLlER 8K 08446 Pgs 1131 - U441 (14pgs) CLERK'S # 2015037357 RECORDED 04/09/8015 101500 AM RECORDING FEES 120.50 RECORDED ffbabVors {Multi -fa /Mixed Use Apartment Project — S.R. 434) t , THIS DEVELO G EEMENT (the "Agreement") is made and executed this /D day of March , 2 ` ffe ve Date"), by and between the CITY OF WINTER SPRINGS, a Florida municipal or i on�(the "City"), whose address is 1126 East S.R. 434, Winter Springs, Florida 32708,"am R SPRINGS HOLDINGS, INC.., a Delaware corporation, ("Developer"), whose dress is 9�Seventh Street NW, Washington, D.C. 20001, WHEREAS, Developer is the fee simple c in the City of Winter Springs, Florida and within in Exhibit "A" attached hereto and incorporated 1 WHEREAS, the Property is subject to the City's Plan policies and land development codes ("Town Center: real property currently located -r, more particularly described erence (the "Property"); and WHEREAS, Developer desires to construct a phased d*l Property which is generally located on, and fronting, the north side of Michael Blake Boulevard that is keeping in the character of the ("Project"); and WHEREAS, the initial phase of the Project located west of Michael will consist of two or more residential apartment buildings and mixed use Phase"); and WHEREAS, the Developer has requested that the City Commission grant an c preliminary approval of the Project in accordance with Section 20-321(b)(2) of the Town District Code and this Agreement; and Book8446/Page1131 CFN#2015037357 WHEREAS, the City and Developer desire to set forth the following terms and conditions with respect to the development of the Property; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated )y this reference including, but not limited to, the definitions created in the parentheticals terms "Agreement," "Property," "Project," "Initial Phase", and "Town Center Policies," / .' , Authority. This Agreement is entered into pursuant to the Florida Municipal Ho e ers Act and pursuant to Section 20-321(b)(2) of the Town Center District Code. d 3. Pro. Obligations ang Commitments. In consideration of the City and Developer ento g'19t9--,this Agreement, the City and Developer hereby agree as follows: (a)royal of Coxrce t Plan. Developer shall design, permit and construct the Initial Phase of a deyel ent project consisting of a combination of standalone multi- family units and comet rd'aVrrkhi-family mixed use units on a portion of the Property as generally depicted on the development plan which is attached hereto and fully incorporated herein as Exl i:Wt ' the architecture of the residential buildings for the development project shall be d i ner substantially similar to the building elevation P P J �� Y g which is attached hereto and fully`orporated herein as Exhibit "C." The conceptual development plan and the building elevation six ereinafler be called the "Concept Plan." if the Developer chooses not to terminate th' ent pursuant to Paragraph 21 herein, and proceed with the Initial Phase, the Develop Il submit proposed building elevations for the mixed use buildings for the City's considerate -n afte ,�ffective Date of this Agreement in accordance with the Town Center District Code. Th��r of dwelling units permitted within the aforementioned Initial Phase of the development pr¢ of exceed three hundred (300) dwelling units. Notwithstanding the City's approval of the C loco Plan, Developer shall have the obligation to further submit and obtain the City's app� 1 site plan and final engineering plans which approval shall not be unreasonably Wi eld 'f Zd �s are consistent with the Concept Plan in all material respects and in compliance wit �fhe city C e. Developer shall also have the obligation to construct aesthetic reasonable a ern `i 't��t�te Project consistent with the Town Center District Code and the City's a ern i rocess and requirements. Developer acknowledges and agrees that the Concept Plan,,�as �t�resented to the City with specific surveyed dimensions and that during the final ttr Ca ` d final engineering process such dimensions shall be surveyed, duly engineered, r vitiPcl th g gP Y � Y City for consideration under applicable City Codes. Further, the elevations, o , architectural features depicted in the Concept Plan for the residential buildings may aft e adjusted during the City's final review and approval procedures to satisfy the requirementfrthe City Code. As such, Developer and the City agree that the Concept Plan is subject to reasonabl adjustments at the final site plan and final engineering phase in order to bring the Project into fu 1 compliance with the City Code, particularly the Town Center District Code. Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. -2- f Book8446/Page1132 CFN#2015037357 (b) Master Stormwater Retention Facility. The parties acknowledge and agree that the Developer has a pre-existing obligation to design, permit and construct permanent master stormwater facilities for the entire Property including the portion covered by this Project. Said obligation is memorialized in that certain Future Development Commitment Agreement by and between the City and Winter Springs Holdings, Inc., dated November 10, 2010, and recorded itt, O.R.B. 07486, Page .0146-154 ("Existing Agreement") and remains in full force and effect. TN6))pnstruction of the permanent master stormwater facilities are now required to be designed, peijrli d and constructed by Developer in conjunction with this Project. The permanent master t� ater facilities shall be owned and maintained by the Developer, with a drainage easement 0e0ed Cthe City over all of the stormwater facilities supporting Michael Blake Boulevard ,r lated City streets. to the Existing Agreement, Developer agrees to design, permit and construct the master a water ctl'ities concurrent with the Initial Phase of the Project. Said facilities shall be located as gen �y depicted on the Concept Plan. For purposes of interpreting the aforesaid paragraph 3.6 , t tp ies acknowledge that "Spine Road" is now known as Michael Blake Boulevard and 1 p t shall be considered the "Owner." (c) Acees�hats and Street Fron e. The access points and street frontage depicted on the Concep Ze intended to be tentative representations that still require additional reasonable City s obrv� d comments during the site plan and final engineering review phase of the Project erress points and street frontage are engineered by Developer. (d) New Streets. An news constructed by the Developer in furtherance of the Project shall be public streets and al s e tfeets shall be conveyed to the City. All such land conveyances shall be by warranty deed ree and clear of all encumbrances, unless prior to the conveyance, the City notifies the Developer, in�tu3, that it will accept an encumbrance based on the City's determination that the encumbr c�da s� t materially interfere with the use or maintenance of the street being conveyed.. � . a of roadway and streetscape improvements shall be by bill of sale and free and clear ❑ 1 fie The warranty deed and bill of sale shall be in a form reasonably acceptable to the City r, e . Q (e) Roundabout. Concurrent with the penrtitt'co tion of the Project and subject to approval by the City, Developer shall desi hermit struct the roundabout at the intersection of Michael Blake Boulevard and Tree Sw ly�v n �e eastern end of the roundabout will be appropriately stubbed out to allow for the u n . uation of Tree Swallow Drive to the east. Upon completion of the roundabout and ac R c e City, conveyance of roundabout streetscape improvements shall be by bill of sale and art 1 all liens. The bill of sale shall be in a form acceptable to the City Attorney. (f) Development Permit Fees. Developer agrees to pay all ardin and customary development permit fees which have been established by the City Commissio including, but not limited to, application, building, and impact fees. A schedule of the curre t fees is on file in the City's Community Development Department. Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. l -3- Book8446/Page1133 CFN#2015037357 (g) Mandatory On -Site Management of Property; Futurg„Condominium Conversion of the Project. The intent and purposes of this Paragraph is to apply only to the Project buildings within the Initial Phase and is not intended to apply to the remainder of the Property which will be developed in the future. With respect to the Initial Phase of the Project, Developer shall be required to employ an appropriate number of on -site personnel, or an on -site management company that will be responsible for managing the day-to-day leases and tenant eds in a manner that, is commonly accepted in the local residential rental market for luxury a ents. Developer shall also be responsible for maintaining, in good condition and in co i cc with any and all applicable City property maintenance codes, any and all common 1. landscaping, entrance signs, walls, fences, recreational areas, and stormwater facilities. at;s �ted Qth the Project, However, in the event that the Developer desires to convert the m ial �Se of the Project into a condominium in the future, Developer shall be required to first s d r s 11able approval of the City in accordance with the City's subdivision of land and othe , ode r uirements including, but not limited to zoning/building/fire code require whit not be unreasonably withheld. If the conversion is approved by the City, Developer shala a mandatory condominium association (the "Owners Association") for purposes of nfi4rl a!elday-to-day condominium owner needs and maintaining any and all common areas,`{ng facilities, landscaping, entrance signs, walls, fences, recreational areas, and stormwa�er-faciliti-s�ssociated with the Project. The Developer will file a Declaration of Condominium, (the D I d�) among the Public Records of Seminole County, Florida to evidence the formation of- hie ssociation and establish its rights, duties and obligations. The Declaration shall be in oe' nably acceptable to the City Attorney and, shall require the Owners Association, and thm rfi lereof, to be bound by the terms and conditions of this Agreement. 4. Binding Covenant 6r-Pe=ofierty -- Future Rental Apartment Units. Developer hereby covenants and agreeksjhat the initial Phase of the Project will be the only standalone multi -family rental apartment deve opm on the entire Property. No other standalone multi -family rental apartment buildings ►iii[1 be sloped on the remaining portions of the Property. If the City approves, in its discretid , y �� multi -family rental apartment units on the remaining portion of the Property, said uni 11 i quired to be incorporated into, and constructed concurrent with, a mixed use bui �a d, e el meat project in accordance with the applicable provisions of the Town Cen a D' i"c t dd . The covenant provided under this Paragraph 4 was freely given by the Dever 3dsi r- tion of the development rights granted by the City hereunder and shall constiC� a sepTC d binding land use covenant running with the Property which shall be enforceable theShould this Agreement be terminated by either party, this Paragraph shall survive t 'df t%ru�ess this Paragraph is expressly terminated by the parties by separate Iegal instru V o in the Official Public Records of Seminole County, Florida. ��' 5. Representations of the Parties. The City and Developer hereby each fep" lent and warrant to the other that it has the power and authority to execute, deliver and p;X rzi the terms and provisions of this Agreement and has taken all necessary action to authorize execution, delivery and performance of this Agreement. This Agreement will, when du executed and delivered by the City and Developer and recorded in the Public Records o ) Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. -4- J Book8446/Page1134 CFN#2015037357 Seminole County, Florida, constitute a legal, valid and binding obligation enforceable against the parties hereto and the Property in accordance with the terms and conditions of this Agreement. 6. 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 an hall run with title to the same. 7. Applicable Law. This Agreement shall be governed by and construed in accrlance with the laws of the State of Florida. Amendments. This Agreement shall not be modified or amended except by wri nt duly executed by both parties hereto (or their successors or assigns) and Vapprov�y t (e City Ommission. 9. E tZA reement. This Agreement supersedes any other agreement, oral or written, and co1 4 entire agreement between the City and Developer as to the subject matter hereof. 10. Severabil' fy provision of this Agreement shall beheld to be invalid or unenforceable to any exte 2th kcompetent jurisdiction, the same shall not affect in any respect the validity or enforcee re ainder of this Agreement. 11. Effective Date.reement shall become effective upon approval by the City Commission and executiongreemlen by both parties hereto. The Effective Date is denoted within the preamble of this Agreemr`n ge 1 of this Agreement. rd tion. This Agreement S all bded in the Official Public Records of 12. Reco g re n)a Seminole County, Florida. 13. Relationship of the Parties. The relatiMGfNarties to this Agreement is contractual and Developer is an independent contractorntof the City. Nothing herein shall be deemed to create a joint venture or prince I-7en��-elifioqhip between the parties, and neither party is authorized to, nor shall either part •w ti tPtird persons or the public in any manner, which would indicate any such relationship V t ,Otkr-,� 14. Sovereign Immun&. Nothing contained in this Agreerri slfall onstrued as a waiver of the City's right to sovereign immunity under Section 768.28, � V , i i\ e� or any other limitation on the City's potential liability under the state and federal law. �] A 15. City's Police Power. Developer agrees and acknowledges that the C' 'h�y reserves all police powers granted to the City by law. In no way shall this Agr by e construed as the City bargaining away or surrendering its police powers. 16. Interpretation. The parties hereby agree and acknowledge that they have bot participated equally in the drafting of this Agreement and no party shall be favored or disfavored (a regarding the interpretation to this Agreement in the event of a dispute between the parties. 0. Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. -5- *1 Book84461Page1135 CFN#2015037357 17. 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. 18. Sneci is Performance. Strict compliance shall be required with each and every provision of this Agreement. The parties agree that failure to perform the obligations provided by this Agreement shall result in irreparable damage and that specific performance of these dhigations may be obtained by a suit in equity. 19. Attorn 's Fees. In connection with any arbitration or litigation arising out of "Sree,t, the prevailing party shall be entitled to recover reasonable attorney's fees and all appeals to the extent permitted by law. evelo meat Permits. Nothing herein shall limit the City's authority to grant or _ elopmer�ermit applications or requests subsequent to the effective date of this Agreemen . The ure of this Agreement to address any particular City, County, State and/or Federal perm'��t,�c"�pn� i ' , term or restriction shall not relieve Developer or the City of the necessity of coirlI i �th the law governing said permitting requirement, condition, tern or restriction. With" I posin any limitation on the City's police powers, the City reserves the right to withhold, suspend, inate any and all certificates of occupancy for any building or unit if Developer is in breclo .1y term and condition of this Agreement. 21. Termination. b Ci1 rjave the unconditional right, but not obligation, to terminate this Agreement, with o ,gr penalty, if Developer fails to receive building permits and substantially commence rib ft uction of the Initial Phase of the Project within three (3) years of the effective date of this Areem However, if the failure is caused by a delay which is the direct result of the City's bre o 11fi Agreement, the three year time period shall be extended by an amount of time equiv k' o the delay time period. In addition, if the Developer determines within one hundred an ight %ulti-family days of the Effective Date that it cannot practicably develop a total of three hundred 0) units within the area set aside for residential in the Initial Phase, as depicted n.Ihe a �tual Plan, the Developer may terminate this Agreement by providing written notice of e 14 n n to the City. If the City or Developer terminate this Agreement as provided under s gra,�t e City shall record a notice of termination in the public records of Seminole Co un on Q IN WITNESS WHEREOF, the parties have hereunto set f `ar lK *al on the date first above written. [Signature pages to follow] Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. -6- C�� Book8446/Pagel136 CFN#2015037357 CITY SEAL, Signed, sealed and delivered in the presence of the following witnesses: Si F Witness Printed Name of Witnesx f Name of Witness CITY OF WINTER SPRINGS By: Cha es Lacey, 7' APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida, only. Dated: :)//obis By: (e WM A�~ ' Anthony Garganese, City Attorney for the City of Winter Springs, Florida Print Its P HOLDINGS, INC., a Develope>'s Agreement City of Winter Springs and Winter Springs Holdings, Inc. -7- yLM Book8446/Page1137 CFN#2015037357 DISTRICT OF COLUMBIA The foregoing instrument was acknowledged before me this ►o*,'— day of , 2015, by l�,d*A,,,& �, as President of Winter Springs Holdings, Inc., a re Corporation, on behalf of said corporation. He is personally known to me or produced as identification. I "s. [Notary Public signature} �_ Jo Ann Bowen (PrintN me) t" " Commission Expires 511412015 Notary Public, State o Commission No.: My Commission Expires: Developer's Agreemen City of Winter Springs and Winter Sprit -8- Book8446/Pagel138 CFN#2015037357 1T "A" A POPMON OF LOTS 6, 7 AND 8, BLOCK 'A', D13. WrMMVS SURVEY OF THS i13VY GRANT ON I A$B IESMP, SAID LANDS LYING IN SBM0N 31, TOWS 20 31 BAST AND SECTION 6, TOWNSHIP 21 SOUTH, RANDS 31 BAK. TO THE FLAT THEMOF AS REC�ORDSD IN FLAT BOOK 1, PAGE 5, OF V'roy'Lwl"AY RECORDS OF SEMMOLB COUNTY, FLORIDA, LEE ADDMONAL f AS DBSC lIM IN THAT CERTAIN SPECIAL WARRANTY DEED AS ECQRHBIjjN OMCL LL RECORD BOOK 5510, PAGES 1296 TJRROUGH 1297, PUBLIC =OF SEM 4OLB COUNTY, FLORMA BEING MORE PARTICULARLY DAS FOLLOWS; COM.�iCR A'UTFT&]NFERSEi'71Ohl OF STATE ROAD 434 AND TUSKAWQ LA ROAD (PEE `7"1p �9 �4!TMStNT OF TRANSPORTATION RIGHT OF WAY MAP, SECTION L 27��fi�y HEEI 10 OF 13, PL STATION 600+32.11); TFIENCE RUN S39-2334-B �ijTS� LS�i{ 27.48 FEET ALONG THE BASUM OF SURVEY AS SHOWN ON SAI Oi4W-rOF Y MAP; THENCE DEPARTING SAID BASELINE RUN N30'04'56"E A DDT tz 243 ii F)Wr TO A P0lN'T ON THE EASTERLY RIOH r OF WAY LINE OP TUS R�33 PORMFRLY KNOWN AS BRANTLEY AVIME), AS SHOWN ON SAID kGHT ¢F )VAVUAP; THENCE COt F[M N3YW56-E ALONO SAID EASTERLY RIGHT (??,WAY IBM A DISTANCE OF 55.62 FMM, THENCE DEPARTING SAID FASTZRLXR= ft(0?2,AND LINE RUN S38'43'16"E A DISTANCE OF 11.80 FEET FOR A POINT OP, POINT BEING A POINT ON THE EASTERLY RIGHT OF WAY TINE d.TONED 3PBCLAL WARRANTY D210; THENCE RUN N30'04'S6'E EASTERLY RIMT OF WAY LINE, SAID LINE BEING 11,00 FEET PARAUEL TO THE AFORBSAID BASTBRLY RIGHT OF WAY LING OF TKA (FORMERLY KNOWN AS BR.AMIEY AVENUE}, A DISTANCE OF op TO A POINT ON THE SOIAMIRLY BOUNDARY LINE OF TITS M- i M95-04"g ACQLILS MON AS DBSCRMED IN THE APh_ I1iONBD S �VDBBD; THEME DEPARTING SAID EASTERLY RIG1iT OF WAY LI23ir ALONG SAID SOLTMERLY BOUNDARY LINE A DISTANCE OF 1+1793 d , ON THE WESTERLY LINE OF THE C.S.IG TRANSPORTATION BRANCH" RAIL, CORK OV, THENCE DEPARTING SAID S¢[�$RL .A LINE RUN S15"3397"W ALONG SAID WESTERLY LINE A DISC CB 0 .52�65 TO TBE NORTHWEST CORNER OF RELEASE PARCEL 2 AS DBSb10" OFMCIA L RECORD BOOK 3988, PAGE 1095, 7HENC13 DEPARTING SAIDID WS3 VRHM�'�M 557°Ol'44"B ALONG THB NORT1iEitLY [ 1NB OF SAID Fi8A5DISTANCE OF 104.90 PEST TO THE NORTIMAS'T CORNER OF PARCEL 2, SAID POINT ALSO BEING ON THE SO1T EMLY LINE OF ALTiON fARCBL B C HALLS TO TOM CORRIDORS AS DESCRIBED 1N CGN RECORD BOOK 4092. PAGE 164; THENCE CONTINUE SMI'44"E ALONG WD SO1TTMMLY LM A DISTANCE OF 95.46 PBB1; THENCE RUN 554.3T5 Oar.D=rm"m 1 crLi.e6aM,M ebouAnodrw Ex A F:1PBTRs7-PR',W inter Sprinp\Loan DocrlMGn&o8e(Phm2) Moc Book8446/Page1139 CFN#2015037357 DISTANCE OF 147.17 FEET TO A POINT OF CURVATURE OF A TANGBDTT CURVE CONCAVE NORT MALY, HAVING A RADIUS OF 85.00 FBEI; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 61°16'51" A DISTANCE OF 90.91 FEET TO THE POINT OF REVERSE CURVATURE, SAID CURVE BEING CONCAVE SOVRMLY, HAVING A RADIUS OF 5M.00 PEST; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 38°1146" A DISTANCE OF 33332 FEET TO THE POWr OF TANMSNCY; THENCB RUN S7r43'04"E A DISTANCE OF 187.,9.$$ FEET; THENCE RUN S46"13'52-E A DISTANCE OF 177.70 Mr. THENCE, RUN SIV Y43'8 A DISTANCE OF 662-97 FEET TO THE RITURSECI•ION OF SAID Y LFNE ANb TIIii NORTHWESTERLY LR3B OF SAID ACQUISTTIDH W-lyllll— pAUEL TED24CB RUN S50°31'58"W ALONQ SAID NORTHWB3TS LY L1NI; A T1' 947.88 3T TO A POINT O?Q T1i8 N(}RTSTHItiY 1lIQHT OF WAY E U �$ATB ROAD 434 (Pffit FT rsQ m� DEPARTMENT OF TIL4NSPQRTATION �I O WAY MAP, SI3CITON 770 r}2517, SIiEBT 11 OF 13); IIiSNCB DEPARTING SAi-: (1RIliWFISIERIY UNI3 RW N38°4316"W AIAi30 SAID NORT1iEASTTiILLY RIGHT OP ATAY�:;INFtA DI$TANCB OP 431.17 FBBT TO TL38 POINT QF CURVATURE OF A NON-TJ}1 T[113�1 YE OONCAVE SOUTrIWES IffitLY, HAVING A RADIUS OF 7905.47 F1T8I yl CDR}] BEARING OF N37°DO57'W; TSffidCB RUN AIANG THE ARC OF SAC[RV�`LLF,� C�TIRAL AN{#LB OF 3°2437" A DISTANCE OF 470.54 FEET TO TI18 St�7iCi S�Iii Cj 7RVE, TEENCE RUN S5I"16'44"W A DISTANCB OF 14.00 FEET, THENCE RUN . 8°43'k6`�iADISTANCE OF 136.42 FRET TO THE SOUTHEAST CORNER OF AFOFPS A$E PARCEL 2; THHNCP CONTINUB N38"43'16"W A DISTANCE OF 138.78 FMITO `qM SCUMWEST CORNER OF REI2A.SE PARCEL 2; M- ENCB CONTWM N38°4y1 A DISTANCE OF 308.12 FEET TO THE MOST SOU MHR LY CORNER OF T�LAPID ,Dl] �SMMED IN OFFICIAL RECORD BOOB 2803, PAGE 643; THENCE ❑SPARTINGxS,�MTITASTER Y RIGHT OF WAY LINE RUN N30.005M ALONG TEE S9 Y UNB OF SAID PROPERTY, A DISTANCE OF 220.00 FEET; � RUN N38°43'16"W ALONG THE N0XrMAST Y LINE OF SAID MbPLA3Y, A DISTANCE OF 188.20 PEET TO TEE POINT OF BEGINNING. ALSO: *B' { •� A PORTION OF LOTS 5, AND 6, BLOCK -A", D.R CHE):I 8 I> VEY OF TBE LEVY GRANT ON LAKE =SUP. SAID Li4NDS LYING` 4 &§G'TIOtV i31, TOWNSU P 20 SOUTH, RANGE 31 BAST AND SECTION 6, T 21 SOtM�-R4NCM 31 EAST, ACCOR 4I0 TO THE PLAT T'1 MU -OF AS-RIiCO1;tR317 $ - T • PAW S, OF THE PUBLIC RECORDS OF SIKTOLB Comm, ��� � MODE PARTICULARLY DBSCRIDED AS FOLLOWS: (1 COMM -NCE AT THE DMRSECIION OF STATE ROAD 434 AND Vri� C PyRQAP (PPR FLQRIDA DEPA.RTbf NT OF TRANSPORTATION RIflHT -wlkl' MAP, SECT M 77070-2517, SEMEP 10 OF 13, P.E STATION 600f32.11); Ci�1i}w S3$*2334"E A DXTANCB OF 17,40 MET ALONG THE BASELIRB OF SMVWAS SHOWN ON SAID RIGHT OF WAY MAP; THENCE DEPARTING SAID BASE12ta RUN N3M'56"B A DISTANCE OF 258.26 FEET TO A POINT ON TIE S SSTERLY R I WAY L LNB OF TUSKAW= A ROAD VO RMERLY KNOWN AS BRANTLEY A MID=IW =I id"hedmumb m"Arrodd,r Ex. A FAMTRS'I'PR1W inter SpringsU wn DocsWortgsgo(PhM2)3.doc Book8446/Page1140 CFN#2015037357 AS SHOWN ON SAID RIGITT OF WAY MAP, THENCE CONTINUE N3000056"S, ALONG SAID EASTERLY RIGHT OF WAY LINE. A DISTANCE OF 960.70 FEET TO A POINT ON THE NORTHERLY BOUNDARY LINE OF THE MAGNOLIA PARK ACQUISITION AS DESCRIBED IN THE APOPJ24 N'i'IONED SPECIAL WARRANTY DEED: THENCE DEPARTING SAID EASTERLY RIGHT OF WAY LINE RUN S59"55%'E ALONG SAID NORTEMLY BOUNDARY LINE A DISTANCE OF 6.00 FEET FOR A POINT OF BEGINNING, PONT BEING A POINT ON THE EASTERLY RICST OF WAY LINE OF THE AFCMM-nONED SPECIAL WARRANTY DEED; THENCE RUN N30°04156'B ALONS, ID EASTERLY RIGHT OF WAY LINE SAID I = BEING 6.00 FEET EMT OF ARAi3.,Bi TO THE AFORESAID EASTERLY RIGHT OF WAY LINE OF VJg2A ROAD (PORMMY KNOWN AS BRANTI.EY AVENUE), A DISTANCE r0F`3 TO A POINT ON A NON-TANaE TT CUBVB CONCAVB WESTERLY, IUS OF 1110.99 FEET AND A CHORD BEARING OF S12051'55'W, SAID P4 BEING ON TBE WESTERLY LINE OF THE C.SJL TRANSPORTATION INC RAT107 f'LAXB CHARM BRANCR" RAIL CORRIDOR; THENCE DEPARTING SAID RIGHT OFA3LI.7NE RUN ALONG SAID Wi?S'I'1LRLY LINE AND ALONG THE ARC OF SA]D ' VE U A CENTRAL ANGLE OF 05-B'44", A DISTANCE OF 104.62 FEET TO TANGENCY; THE RUN S15-33-47-W A DISTANCE OF 266.50 iMT ,AfJ)dWT"Qi,THS AFORESAID NORnfI3RLY BOUNDARY LINE OF THE MACNOL A ON; THM4CE RUN N59°55T4'W ALONG SAID NORTHERLY BO Y .A..33LS'I'ANCE OF 97.77 FEET TO THE POINT OF ALSO;"A" A PORTION OF LOTS 5, 6, 7 8, B ", D.R. M1TCi BLUS SURVEY OF THE LEVY GRANT ON LAKE SESSUP, DYING IN SECTION 31. TOWNSHIP 20 SOUTH, RANGE 31 BAST AND QQH HIP 21 SOUTH, RANGE 31 EAST, ACCORDING TO THE FLAT �`ASVOORRED IN PLAT BOOK 1, PAGE 5, OF THE PUBLIC RECORDS OF SM4NPL4 COUNTY FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. CObOWCE AT THE I Tt1iRM=1ON OF STATE t 4W' IUSKAWII.L A ROAD (PER FLORIDA DEPARTMENT OF TRAtI�>PO]t OF WAY MAP, SECTION 77070-2516, SHM 10 OF E P.L STATLO 3 . THENCE RUN 838M'34"E A DISTANCE OF 1729.59 FEET AIANG F SURVEY AS SHOWN ON SAID RIGHT OF WAY MAP; THENCE DIiP TI1 U , RUN NSV31'58"B A DISTANCE OF 9729 TO A POINT ON THB 140RI 0 WAY ONE OF AS SHOWN ON SAID RIGHT OF WAY MAP, FOR THE POINT wa Q VCB RUN N50-31-59-B A DISTANCE OF 1,033.48 PW; THM. R N}9 E q2 dr DISTANCE OF 15.00 FEET; THENCE RUN N5MV58"0 A DISTANCE 1 44 THENCE RUN 983'03'12"B A DISTANCE OF 94.74 FEET, 170s E RUN d 6 ?i DISTANCE OF 34.00 FEET; THENCE RUN 537.59'33B A DISTANCE OF 5 . iEL; THENCE RUN 368°24'08'E A DISTANCE OF 52 48 FEET 70 THE EASTERLY O BLOCK "A", D.R. MTfCHHI.i.'S SURVEY'OP THE LEVY GRANT ON LAKE RECORDED IN PLAT BOOK 1, PAGE 5; THENCE RUN S05°13'52"W ALONG S Book8446/Page1141 CFN#2015037357 a� F,AMIRLY LINE OF BLOCK W A DISTANCE OF 251.46 FEET; THENCE DEPARTING SAID EASTERLY LINE OF BLOCK "A' RUN S62°36'00"W A DISTANCE OF 109.52 FEET; TIMCE RUN S50654404"W A DISTANCE OF 11.72 FEET; MMgCR RUN S22o0I'13 `W A DISTANCE OF 65.99 FEW; 71MCE RUN 82VOO'27"W A DISTANCE OF 44.2E FEET; THENCE RUN S52'0031V A DISTANCE OF 9.60 FRET; THENCE RUN S28°03'23"W A DISTANCE OF 97.92 FEET, TMWCR RUN S44'20'04"R A DISTANCE OF 176.05 FM; THENCE RUN 8370211379E A DISTANCE OF 71.69 FRET TO A POW ON TEIB AFO C NE D BASTZRtI Y I = OF BLOCK PAP; 'THENCE RUN ALOM SAID LINE OF BLOCK "A" S0501352"W A DISTANCE OF 42.89 FEET; TffiiCB D 1 tMO SAID BAS'l'SRLY LINE OF BLOCK PAP RUN N2705626"W A DISTANCE ,dF,Al . 9 , TE;BNCB RUN N3603104"W ADISTANCE3 OF 54,5E FEET; THENCE RUN pi52'32'01 DISTANCE OF 245.40 FEET; THENCE RUN S89°06'27"W A DISTANCE �lF ; THMCE RUN S66°3702"W A DISTANCE OF 39.09 FRET; THENCE RUN S�4¢ A DISTANCE OF 41.50 FEET; THENCE RUN S28055!33"W A DISTANCE OF 34.2TERUN S10°02'16"W A DISTANCE OF 55.95 FEET; THENCE RUN 303005'47"W A D CS OF 52.29 FEIrr;TkMWM RUN W51'13"W A DISTANCE OF 30.8E SW4747-W A DISTANCE OF 49.12 FMM THENCE RUN 807, 72 LS F 52.87 FEET; THENCE RUN S6rW00'W A DISTANCE OF 152E FEET ; 501 "W A DISTANCE OF 69.29 FEET; Z RUN NW18'43"W A D)t OF 92 FEET; THENCE RUN N60°5007'W A DISTANCE OF 119.48 FEET; T1 [BN UN'El A DISTANCE OF 186.65 DEBT; THENCE RUN S090517WY W AD iST CE b 9 , THENCE RUN N38052'11'W ADISTANCE OF 121,02 FI3Bz ; THHNGB R a51 44 A DISTANCE OF 5.00 PSET 10 A POIN ON THE APONORTBEe firmtr_Y R1013T OF WAY I NNE OF TUSKAVUJ A ROAD; THENCE RUN ALONG -THE SAID ?1{)R,>HBAS I SRI Y RIGHT OF WAY LINE OF TUSKAWILLA ROAD N38043'16'W eyALSi I OF 7356 FEET TO TIID POINT OF BEGINNING. TOaMMR WITH all esaemaga for in9M tmd eaeemwu ri6bts =d privileges k=4 to ke bmafit c to The Sian" Avvemmt retarded is Offiaitl Rea of S=iaols County, MAU. Book8446/Pagel142 CFN#2015037357 roo OIU EXHIBIT 7n/CHgE�- d�.T,C6 � Pfi�i�7Jr/�tr 6R•rve�' �i 7liRSTEaS �.ti /b,En7 Book8446/Page1143 CFN#2015037357 EXHIBIT "* Whitaker C i p* < Proposed Town Center Apartments - Elevation Book8446/Page1144 C F N#2015037357 GRANT NALOY? 5ENINOLE COUNTY C:I_ERK OF CIRCUIT COURT & C:ONKROLLER EK 8352 Pss 1719-1728 (10Pgs) CLERK'S i 2017010582 RECORDED 01/31/2017 08:0.5^335 M RECORDING FEES $86.50 RECORDED BY hd: v,jre THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony Garganese City Attorney of Winter Springs Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Avenue, Suite 2000 Orlando, FL 32802 (407) 425-9566 FOR RECORDING DEPARTMENT USE ONLY FIRST MODIFICATION OF DEVELOPMENT AGREEMENT (Multi-family/Mixed Use Apartment Project— S.R. 434) THIS FIRST MODIFICATION O�F�,, DEVELOPMENT AGREEMENT (the "First Modification") is made and executed this � p'- Y day of January, 2017 ("Effective Date"), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation (the "City"), whose address is 1126 East S.R. 434, Winter Springs, Florida 32708, and WINTER SPRINGS HOLDINGS, INC.., a Delaware corporation, ("Developer"), whose address is 900 Seventh Street NW, Washington, D.C. 20001. WITNESSETH: WHEREAS, Developer is the fee simple owner of certain real property currently located in the City of Winter Springs, Florida and within the Town Center, more particularly described in that certain Development Agreement, dated March 10, 2015, and recorded in the Official Records of Seminole County, Florida at Official Record Book 8446, Pages 1131-1144 ("Original Development Agreement"); and WHEREAS, on December 14, 2015, the City Commission approved the final engineering plans submitted by the Developer for the Project, subject to a First Modification of Development Agreement which was approved by the City Commission ("Original First Modification"). A copy of said final engineering plans are on file at the City of Winter Springs First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 1 of 7 City Hall ("Final Engineering Plans"); and WHEREAS, subsequent to the City Commission's approval of the Final Engineering Plans and the Original First Modification, Developer did not execute the Original First Modification and deliver it to the City; and WHEREAS, the Parties now desire to amend the Original First Modification approved by the City Commission, and approve and execute this new version of the First Modification as a condition to the Final Engineering Plans and Aesthetic Review approved by the City Commission on December 14, 2015, as if this new First Modification was approved simultaneously with the Final Engineering Plans; and WHEREAS, the City and Developer desire to set forth the following terms and conditions with respect to the development of the Property; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties mutually agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by this reference including, but not limited to, the new definitions created in the parentheticals for the terms "First Modification," "Final Engineering Plans," and "Original Development Agreement." This First Modification shall be deemed a material part and condition of the Final Engineering Plans. 2. Authority: This Agreement is entered into pursuant to the Florida Municipal Home Rule Powers Act and pursuant to Section 20-321(b) (2) of the Town Center District Code. 3. Proiect Obligations and Commitment . In consideration of the City and Developer entering into this First Modification, the Developer and the City hereby agree as follows: (a) Improvements to the City Collector Road System. The Final Engineering Plans depict improvements to Michael Blake Boulevard from S.R. 434 to the Cross - Seminole Trail, and Tree Swallow Drive from Tuskawilla Road to Michael Blake Boulevard. Both Michael Blake Boulevard and Tree Swallow Drive are City Collector Roads and are therefore eligible for Transportation hnpact Fee Credits. Developer hereby agrees to construct Michael Blake Boulevard and Tree Swallow Drive, at its expense and as depicted on the approved Final Engineering Plans, which plans are described in further detail on Attachment "1" attached hereto, and which improvements include construction of roadway, stormwater, landscape and hardscape improvements (collectively, the "Roadway Improvements"), in exchange for an award from the City of Winter Springs transportation impact fee credits in a maximum amount of Six Hundred Twenty Thousand Four Hundred Thirty Seven and 41/100 Dollars ($620,437.41) (the "Approved Transportation Impact Fee Credit"). The costs eligible for the Transportation Impact Fee Credit shall consist solely of the Developer's actual construction costs for the Roadway Improvements, plus construction of the S.R. 434 westbound right -turn deceleration lane at Michael Blake Boulevard. All construction expenditures eligible for First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 2 of 7 transportation impact fee credits shall be subject to approval by the City Engineer in advance of construction, with such approval not being unreasonably withheld or delayed. Any construction costs over the Approved Transportation Impact Fee Credit shall be the Developer's sole responsibility. Developer agrees to complete construction of the Roadway Improvements and the City shall accept construction thereof through its applicable site acceptance procedures, prior to the first certificate of occupancy being issued by the City for any apartment building. Prior to final acceptance, Developer shall provide the City with copies of all applicable invoices, receipts, proof of payments, lien releases, warranties, maintenance letters of credit, and all documentation necessary for the City Engineer's approval of the final amount of the Transportation Impact Fee Credit. The City shall not be responsible or liable for providing any transportation impact fee credit which cannot be properly and reasonably documented in writing. The Approved Transportation Impact Fee Credits are eligible to be applied first to the 283 multi -family units in the Initial Phase of the development project and thereafter, any remaining Approved Transportation Impact Fee Credits will be applied to any non-residential land uses first on the portion of the Property on which the Initial Phase will be constructed and then second to any non-residential land uses on the portion of the Property labeled as "Future Development" or "Commercial" on the Concept Plan east of Michael Blake Boulevard until said Credits are exhausted. Notwithstanding any of the foregoing, the Approved Transportation Impact Fee Credits shall expire five (5) years from the City Engineer's approval of the final amount of Approved Transportation Impact Fee Credit. (b) Adjusted City Arbor Fee. The City hereby agrees that the final adjusted City arbor fee for the Project shall be One Hundred Forty -Nine Thousand Six Hundred Sixty and No/100 Dollars ($149,660.00) ("Arbor Fee"). The Arbor Fee is comprised of the following components: Tree mitigation credits: $133,500 Specimen tree removal: $ 5,000 Arbor Permit: $ 11,160 Developer agrees to pay the Arbor Fee components to the City at such time said payment of each component is required by the City Code. (c) Finished Floor Elevations. The average finished floor elevations as depicted on the Final Engineering Plans are hereby deemed acceptable to the City and in compliance with the Town Center Code. The City acknowledges that the elevations vary depending on the building length and location and that some of the elevations are below and above the 24" requirement set forth in the Town Center Code. However, the City agrees that the overall average of the elevations complies with the intent and purpose of the Town Center Code requirement. (d) Balcony Restrictions. The following covenant shall apply to all apartment balconies: Balconies shall be kept clean and tidy at all times by occupants of the units in order to avoid visual clutter and nuisances. No noxious or offensive activities shall be carried on upon any balcony. Draping towels, clothing and other items over First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 3 of 7 ' balcony rails; storing junk or other non -patio type items upon balconies; storing flammable and combustible liquids; and the use of heat producing appliances including outdoor cooking devices shall be prohibited. Outdoor patio tables and chairs, plants, and small household decorative patio items shall be permissible. The aforesaid shall be considered a minimum covenant and nothing herein shall prohibit the Developer and any on -site management company or Owner's Association required by Paragraph 3 (g) of the Original Development Agreement from adopting a more stringent balcony covenant. Further, nothing herein is intended to restrict or limit the enforcement of any applicable City Code. The developer or any on -site management company or Owner's Association shall be required to notify all occupants of units of this and any other applicable balcony covenant in writing at the commencement of each unit occupancy and as often as necessary to ensure compliance. In addition, the Developer or any on -site management company or Owner's Association shall strictly enforce the aforementioned balcony covenant and shall be liable to the City for failure to adequately enforce the covenant. (e) Conveyance of Real Property. In consideration for the City agreeing to the terms and conditions stated herein, the sufficiency of which are hereby acknowledged by the Developer, the Developer agrees to convey, free and clear of all encumbrances, liens and mortgages, approximately 2.2 acres, more or less, of real property generally depicted as "civic/public area" on Attachment "2", which is attached hereto and fully incorporated herein by this reference (Conveyance Property) to be used for municipal purposes pursuant to the Town Center Code. Within sixty (60) days from the effective date of this First Modification, the Developer shall provide the City with an acceptable legal description n of the Conveyance Property. The Developer recognizes and agrees that the southern boundary of the Conveyance Property, which shall be surveyed and legally described, shall also serve as the northern boundary of the future Tree Swallow Road depicted on the Final Engineering Plans. As such, the Developer shall ensure that the southern boundary of the Conveyance Property allows a sufficient amount of real property for the future Tree Swallow Road in accordance with the requirements of the City Code. Said conveyance shall occur by warranty deed within ninety (90) days from the date that the City receives the surveyed legal description required by this First Modification unless the closing time period is extended by mutual consent. The City Attorney will prepare the ordinary and customary closing documents required for the conveyance and the City will be responsible for all closing costs, except that the Developer shall be responsible for any costs related to clearing or remedying any defects of title or encumbrances deemed not reasonably acceptable to the City. 0) Decorative Regulatory Signage and Lighting. Prior to the issuance of a certificate of completion and acceptance of the infrastructure, the Developer and the City shall enter into a separate Use and Maintenance Agreement outlining responsibilities related to the decorative street lights and signage required by the Final Engineering Plans, including, but not limited to, the cost differential between maintaining standard street lights and signs and the decorative street lighting and design requirements of the Town Center Plan. Said agreement shall substantially conform to the standard decorative street light and signage form agreement that was previously approved by the City Commission to be utilized on a citywide basis which shall be assignable and run with the land. The Developer acknowledges that if the subject Property is ever conveyed to a third party including, but not limited to, a condominium association, the Developer will assign the First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 4 of 7 Use and Maintenance Agreement to the third party for continuation of obligations related thereto which shall run with the land. (g) Number of Dwelling Units. The approved Final Engineering Plans show 279 multi -family units. An additional four (4) multi -family units shall be permitted as part of the Initial Phase of development, subject to City staff review and approval, bringing the total number of multi -family units in the Initial Phase to 283. No additional multi -family units shall be permitted on the Property, and the terms "Commercial/Residential Mixed -Use" and "Residential/Multi-Use/Mixed-Use" are hereby deleted from the Concept Plan and replaced with "Commercial." A revised Concept Plan as set forth in Attachment "3" is hereby adopted and incorporated by reference herein. (h) Performance and Maintenance Security for Public Improvements. The Developer will deliver to the City an original irrevocable Letter of Credit or cash escrow deposit ("Infrastructure LOC") in a dollar amount reasonably determined by the City, based on an estimate by a duly qualifies engineer, to be financially sufficient to cover the cost of completion of all public infrastructure improvement within the Michael Blake Boulevard right-of-way, as required by the Final Engineering Plans, including, but not limited to, reconstructing portions of Michael Blake Boulevard, drainage facilities, sidewalks, water and sewer facilities and landscaping. The purpose of the Infrastructure LOC shall be to ensure that the Developer completes the construction and installation of the infrastructure in accordance with the requirements of the Final Engineering Plans. The Infrastructure LOC shall be delivered no later than the Developer commencing construction of the aforementioned public improvements. In addition, the Infrastructure LOC shall be maintained in good standing for the benefit of the City until the infrastructure is accepted by the City. Upon acceptance of the infrastructure by the City, the City shall promptly return the Infrastructure LOC to the Developer. In addition, at such time the City accepts any and all of the public streets and infrastructure improvement associated with the Final Engineering Plans including, but not limited to, the improvements related to Michael Blake Boulevard, the Developer will deliver to the City an original irrevocable Letter of Credit or cash escrow deposit ("Maintenance LOC") in a dollar amount reasonably determined by the City, based on an estimate by a duly qualified engineer to be financially sufficient to cover the cost of maintenance of the required and installed public streets and improvements for two (2) years after the date of the completion and acceptance by the City. In addition, the Maintenance LOC shall be maintained in good standing for the benefit of the City until it is released by the City, less any applicable deductions related to maintenance costs incurred by the City, promptly at such time the two year period expires. The City reserves the right to require separate Maintenance LOCs if the public infrastructure is completed and accepted by the City in phases, and, if so required, each acceptance shall be subject to its own two year maintenance term. 4. All other terms of the Original Development Agreement not modified by the provisions of this First Modification shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 5 of 7 date first above written. ATTEST: By �h'd renzo Luaces, City Clerk CITY OF WINTER SPRINGS By: l C es Lacey, a o3 APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida, only. Dated: H-n, By: f� any Garganese, City Attorney for the City of Winter Springs, Florida [Signature blocks continued on following page.] First Modification Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. Page 6 of 7 Signed, sealed and delivered in the presence of the following witnesses: Signature of Witness I1L,--AK E44L&-it- Printed Name of Witness i I Signal a Witness 7 6 ' 60, , I'ted Name of acss DISTRICT OF COLUMBIA WINTER SPRINGS HOLDINGS, INC., a Delaware corporation By: CS Capital Management, Inc., its authorized signatory By: Print Na ul H. Saylor f - Title: C The foregoing instrument was acknowledged before me this 1�NL day of 2016, by Paul Saylor of CS Capital Management, Inc., an authorized signatory for Winter Springs Holdings, Inc., a Delaware Corporation, on behalf of said corporation. He is personally known to me or produced as identification. o ' a a (Nota f b I i c ignatuIc) . 0 T� Jo Ann Bowen qLftblic-District-nt-.00109" • ��� `'r�,�' (Print Name) Any Commission Expires 4/30/2020 rr Notary Public, State of Commission No.: My Commission Expires: _ First Modification to Developer's Agreement City of Winter Springs and Winter Springs Holdings, Inc. py- 7°F 7 aTI'ACUMNT "I": Final Engineering Plan Sheets Winter Springs Apartments Plan Sheet No. Revision Date S/S Date C1.0 COVER SHEET 11/19/15 11/19/15 C2.0 DEMOLITION PLAN 11/19/15 11/19/15 C3.0 SWPPP PHASE 1 PLAN 10/13/15 11/19/15 C4.0 SWPPP PHASE 2 PLAN 11/19/15 11/19/15 C5.0 SWPPP DETAILS & NOTES 10/13/15 11/19/15 C6.0 MASTER SITE LAYOUT PLAN 11/19/15 11/19/15 C6.1 ROUNDABOUT SIGNAGE AND DETAILS 10/13/15 11/19/15 C6.2 TRUCK ACCESS PLAN 11/19/15 11/19/15 C7.0 SITE PLAN -WEST 11/19/15 11/19/15 C8.0 SITE PLAN - EAST 11/19/15 11/19/15 C9.0 SITE PLAN - NORTH 11/19/15 11/19/15 C10.0 GRADING PLAN - WEST 11/19/15 11/19/15 C11.0 GRADING PLAN - EAST 11/19/15 11/19/15 C12.0 GRADING PLAN - NORTH 11/19/15 11/19/15 C13.0 MASTER UTILITY PLAN 10/13/15 11/19/15 C13.1 WATER SERVICES DETAIL PLAN 11/19/15 11/19/15 C14.0 UTILITY PLAN - WEST 11/19/15 11/19/15 C15.0 UTILITY PLAN - EAST 11/19/15 11/19/15 C16.0 UTILITY PLAN - NORTH C17.0 PLAN AND PROFILE SHEET 1-TREE SWALLOW ROAD 10/13/15 11/19/15 11/19/15 11/19/15 C18.0 PLAN AND PROFILE SHEET 2 -TREE SWALLOW ROAD 11/19/15 11/19/15 C19.0 PLAN AND PROFILE SHEET 3 -TREE SWALLOW ROAD 11/19/15 11/19/15 C20.0 PLAN AND PROFILE SHEET 1- MICHAEL BLAKE BLVD. C21.0 PLAN AND PROFILE SHEET 2 - MICHAEL BLAKE BLVD. 11/19/15 11/19/15 11/19/15 11/19/15 C22.0 PLAN AND PROFILE SHEET 1- PERIMETER ROAD 11/19/15 11/19/15 C23.0 PLAN AND PROFILE SHEET 2 - PERIMETER ROAD 11/19/15 11/19/15 C24.0 PLAN AND PROFILE SHEET 3 - PERIMETER ROAD 11/19/15 11/19/15 C25.0 SWALE PLAN 11/19/15 11/19/15 C26.0 STORMWATER POND SHEET 11/19/15 11/19/15 C27.0 LIFT STATION DETAIL 10/13/15 11/19/15 C28.0 WATER DETAILS 11/19/15 11/19/15 C29.0 SANITARY SEWER DETAILS 10/13/15 11/19/15 C30.0 GENERAL SHEET DETAIL SHEET 1 11/19/15 11/19/15 C31.0 GENERAL SHEET DETAIL SHEET 2 10/13/15 1 11/19/15 C32.0 PERIMTER ROAD CONSTRUCTION MOT PLAN 11/19/15 1 11/19/15 a ATTACHMENT "2" : Legal Description ' MAGNOLIA r .. PARK r I r CIVIC PUBLIC AREA WSTC PHASE II JOB NO: 13034 CIVIC / PUBLIC AREA Consulting Engine—' — DATE: 12/09/15 WINTER SPRINGS APARTMENTS WINTER SPRINGS HOLDINGS, INC BY: FAP WINTER SPRINGS, FL SCALE: NTS C:\Users\tporter\Document5\Drowing2.dwq — Dec 09. 2015 — 10:18am Attachment " Y: Revised Pollack Shores Concept Plan w M M a �o