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Home My WebLink AboutVII (C) Discussion/ Action re: Colburn Developer Agrerement and Maine Street Project Agenda 11-17-98 Item VII C "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER - S.SCOTT VANDERGRIFT Ocoee COMMISSIONERS o'f CITY OF OCOEE DANNY HOWELL Oi!� \ Q. SCOTT ANDERSON 150 N.LAKESHORE DRIVE SCOTT A.GLASS "`��+++�� O OCOEE,FLORIDA 34761-2258 NANCY J.PARKER N ' �' CITY MANAGER �yrE �� ELLIS SHAPIRO Gp0000 Staff Report Date: November 10, 1998 To: The Honorable Mayor and Board of City Commissioners From: Janet G. Shira, AICP, Community Relations/Projects Direct Subject: Colburn Developer Agreement and Maine Street Project��11``'' Issue Should the Mayor and City Commission approve the attached Developer Agreement between the City and the Colburns? Background Back in April 1997, Messrs. Bill and David Colburn approached the City wanting to market their property. Since that time, staff has worked many long hours with the Colburns to draft what we consider to be a mutually-beneficial agreement. The agreement satisfies the needs of the City with regard to preserving the old Maine Street and building a new, realigned Maine Street, and provides the Colburns with what they believe they need to best market their property. Discussion The agreement will provide the City with roughly three acres of property south of the existing red brick road (old Maine Street). This is the first piece of the puzzle so-to-speak with regards to the proposed trailhead park site. It is hoped the park will ultimately encompass passive recreational facilities and the start of a linear trail similar in concept to the West Orange Trail. And with its main feature being the red brick road, it will also serve to preserve a very important piece of Ocoee's and Orange County's history. Attached is a memorandum from Paul Rosenthal, City Attorney, outlining the important details contained in the Colburn Developer Agreement. Recommendation Staff respectfully recommends that the Mayor and City Commission approve the attached Developer Agreement with the Colburns. cc: Ellis Shapiro,City Manager Jim Shira,P.E.,City Engineer/Utilities Director Russ Wagner,AICP,Director of Planning Paul Rosenthal,City Attorney Bill and David Colburn Tom Cloud,Esq. ,PjLj FOLEY & LARDNER ATTORNEYS AT LAW CHICAGO POST OFFICE BOX 2 193 SACRAMENTO DENVER ORLANDO, FLORIDA 32802-2 1 93 SAN DIEGO JACKSONVILLE I I I NORTH ORANGE AVENUE, SUITE 1800 SAN FRANCISCO LOS ANGELES ORLANDO, FLORIDA 3280I-2386 TALLAHASSEE MADISON TELEPHONE: (407)423-7656 TAM PA MILWAUKEE FACSIMILE: (407)648-1743 WASHINGTON, D.C. ORLANDO WEST PALM BEACH WRITER'S DIRECT LINE 244-3248 EMAIL ADDRESS CLIENT/MATTER NUMBER prosenthal@foleylaw.com 020377-0447 MEMORANDUM TO: The Honorable Mayor and City Commissioners of the City of Ocoee FROM: Paul E. Rosenthal, Esq., City Attorney DATE: November 11, 1998 RE: Development Agreement with Colburn As indicated in Janet Shira's memorandum, the City has had extended discussions with the Colburn family regarding the relocation and extension of Maine Street and the impact thereof on the ultimate development of the Colburn property located on the East and West sides of Bluford Avenue. The result of these discussions is a proposed Development Agreement between the City and William E. Colburn, John D. Colburn, Cypress Creek Nursery, Inc. and Cambria. The proposed Development Agreement is attached to this memorandum. Your specific attention is directed to Exhibits E and F to the Development Agreement which depict the various lands and easements which will be granted to the City. The highlights of the proposed Development Agreement are as follows: (1) The obligations of Colburn are contingent upon two (2) events which must occur no later than February 17, 1999. First, the City must vacate that portion of Richmond Avenue located south of the existing brick road and the Relocated Maine Street. The satisfaction of this contingency requires City Commission action at a public hearing. Second, the City must act favorably on an application for vested rights which has been previously submitted. This decision is made by the Planning Director and does not require City Commission action. A review by the Planning Director and City staff has 006.116114.1 ESTABLISHED 1 842 3/a A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN BERLIN,BRUSSELS,DRESDEN,FRANKFURT,LONDON,SINGAPORE,STOCKHOLM AND STUTTGART L/ FOLEY & LARDNER November 11, 1998 Page 2 indicated that vested rights should be granted for the Colburn property located east of Bluford Avenue. If these contingencies are not satisfied, then the Development Agreement would automatically terminate. (2) Colburn is obligated to convey certain lands to the City which are for the relocation and extension of Maine Street west to Maguire Road. Colburn is also obligated to convey land for a stormwater retention pond needed to extend Maine Street from Bluford Avenue to Maguire Road. The Development Agreement grants road impact fee credits for these conveyances in accordance with the procedures set forth in the City Code. (3) Colburn is also obligated to convey to the City certain lands which will not be eligible for road impact fee credits. These conveyances are as follows: (a) An approximate three acre park site located north of the Relocated Maine Street which will include the existing brick Maine Street; (b) Ten feet of right-of-way for the Maguire Road improvements recently approved by the City Commission; (c) A one acre pond site to jointly serve Maguire Road and the Colburn property located west of Bluford Avenue; and (d) An approximate .6 acre pond site to jointly serve Maine Street and the Colburn property located west of Bluford Avenue. (4) In connection with the various land conveyances, Colburn will also be obligated to grant to the City various permanent and temporary easements. No road impact fees will be granted in connection with these easements. (5) It is anticipated that the Colburn property located east of Bluford and north of Maguire will be granted vested rights. The park land being conveyed to the City is included within these lands. Since the City will not need the vested rights in order to utilize the park land as a City park, the Development Agreement transfers the vested rights attributable to the park land to the Colburn property located west of Bluford. The effect is to allow this additional Colburn property to be developed as a vested parcel for commercial purposes in accordance with the City's C-2 zoning district. This transfer of vested rights is a material factor in Colburn's decision to convey land to the City without any cash payment. (6) The Development Agreement sets forth the circumstances and conditions under which Maine Street will be relocated and extended from Bluford to Maguire (called "New Maine Street") by either Colburn or the City or a combination thereof. The ability of Colburn to develop the Colburn property is tied to the • 006.116114.1 FOLEY & LARDNER November 11, 1998 Page 3 completion of construction of New Maine Street. If the City does not proceed with the construction of New Maine Street, then Colburn would be obligated to do so prior to development and would be entitled to receive road impact fee credits for the cost of the design, engineering, permitting and construction of New Maine Street. The City has the option to elect, within 180 days, to design, engineer, permit and construct all or a portion of New Maine Street and, in such event, Colburn would not do so. (7) In connection with the construction of Relocated Maine Street east of Bluford, the City is responsible, at the City's expense, to provide the land needed for stormwater drainage facilities required for the project. The City staff is pursuing a developer agreement with the Hawthorne family which would provide the land needed for such off-site retention. However, as of this date, no such agreement has been finalized. (8) In consideration for the conveyance of the Maguire Road right-of-way and a one acre parcel for stormwater retention, the City will be obligated, within thirty-six (36) months, to design, engineer, permit and construct a retention pond intended to serve a portion of the Colburn property west of Bluford, Extended Maine Street, and the Maguire Road improvements. Colburn will be entitled to any excess fill material not required for the Maguire Road improvements. (9) The retention ponds west of Bluford Avenue will be joint use ponds owned and maintained by the City at the City's expense. (10) The Development Agreement limits the right of the City to require additional land conveyances by the Colburn's, but does not affect the condemnation powers of the City. (11) Access points to the Colburn property are addressed in Section 17 of the Development Agreement. /jh 006.116114.1 THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: Paul E.Rosenthal,Esq. FOLEY&LARDNER 111 North Orange Avenue,Suite 1800 Post Office Box 2193 Orlando,FL 32802-2193 (407)423-7656 RETURN TO: Jean Grafton,City Clerk City of Ocoee 150 North Lakeshore Drive Ocoee,FL 34761 For Recording Purposes Only CITY OF OCOEE/COLPURN DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into this day of , 1998, by and between WILLIAM E. COLBURN and JOHN D. COLBURN (hereinafter "COLBURN"), CYPRESS CREEK NURSERY, INC., a Florida corporation (hereinafter "CCN"), CAMBRIA, a Florida general partnership (hereinafter "CAMBRIA"), and the CITY OF OCOEE, FLORIDA, a municipal corporation existing under the laws of the State of Florida (hereinafter "CITY"). COLBURN, CCN, and CAMBRIA shall be collectively referred to as "OWNER." RECITALS 1. The OWNER owns fee simple title to property consisting of three adjacent parcels of real property located in the CITY's corporate limits. The first parcel is owned by COLBURN and is located at the northeast corner of Bluford Avenue (State Road 439) and State Road 50, said property being more particularly described in Exhibit "A" attached to and incorporated into this Agreement and hereinafter referred to as the "East Property". The second and third parcels are owned by CCN and CAMBRIA, respectively and are more particularly described in Exhibit "B" and Exhibit "C", respectively, attached to and incorporated into this Agreement and hereinafter collectively referred to as the "West Property". The West Property is located north of State Road 50 and between Bluford Avenue and Maguire Road. Except where specifically designated as either the "East Property" or the "West Property," the three parcels shall be collectively referred to herein as the "Property". 2. The Property is free and clear of all liens and encumbrances except for those permitted encumbrances set forth in Exhibit "D" attached hereto and by this reference made a part hereof(hereinafter the "Permitted Encumbrances"). 3. The Property was annexed into the CITY pursuant to CITY Ordinance No. 799 on December 4, 1984. Furthermore, the zoning classification for the Property was established as C-2 pursuant to CITY Ordinance No. 861, enacted December 17, 1985, and is currently zoned C-2. 4. The OWNER has full power and authority to make, deliver, enter into and perform pursuant to the terms and conditions of this Agreement, and has taken all necessary action or its equivalent to authorize the execution, delivery and performance of the terms and conditions of this Agreement. 5. The OWNER has made, and will continue to make, financial commitments and expenditures in reliance upon and in contemplation of the eventual development of the Property, as more particularly set forth below. 11/12/98 006.105532.6 6. In anticipation of eventual development of the Property, the OWNER has taken certain actions, including, but not limited to, the following: (a) On June 12, 1984, the OWNER granted a one (1)-year temporary construction easement and a utility easement to Prima Vista Utility Company, Inc. ("Prima Vista") to accommodate the construction of a lift station and appurtenant structures for the transmitting and/or distributing of wastewater sewer services designed to serve the Property and other properties located in the CITY. (b) On December 30, 1987, the OWNER (and several other property owners) entered into a wastewater developer's agreement with the CITY in which the CITY agreed to provide sewer service capacity to the Property after the CITY acquired the sewer utility system formerly owned by Prima Vista, subject to the terms, conditions and limitations set forth in said agreement. (c) On November 14, 1988, the Property was made subject to the Orange County/City of Ocoee Water Service Territorial Agreement, Contract No. W-88-06. This agreement included the Property in the CITY's territorial area, which made possible the eventual provision of water service to the Property. (d) On July 31, 1989, the OWNER joined with other property owners and entered into the West 50 Water Line, Inc. Construction Agreement with the CITY (the "West 50 Agreement"). (e) On April 2, 1991, the OWNER gave the CITY easements to accommodate the building of the water transmission main as well as other water lines (and for maintenance of the lines)upon the Property. (f) On October 1, 1992, the OWNER entered into an amendment to the CITY's Wastewater Developer's Agreement No. OWW-10 (the "Amendment") which amended the previous Wastewater Developer's Agreement of December 30, 1987. 7. The CITY and OWNER acknowledge a continuing mutual benefit which they will receive by virtue of their fulfilling their obligations hereunder. 8. The OWNER has submitted to the CITY an Application for Vested Rights on the East Property(hereinafter the "Vested Rights Application"). 9. The CITY desires to relocate that portion of Maine Street which crosses the East Property (the "Relocated Maine Street") to a portion of the East Property located south of Maine Street (hereinafter the "Relocated Maine Street Land"). The CITY also desires to have Maine Street extended from Bluford Avenue to Maguire Road (the "Extended Maine Street") by crossing through a portion of the West Property (hereinafter the "Extended Maine Street Land"). 10. The CITY desires by this Agreement to designate the Relocated Maine Street and the Extended Maine Street(hereinafter collectively referred to as the "New Maine Street") as one of the CITY's collector roads eligible for road impact fee credits. 11. Subject to the terms, conditions and limitations set forth herein, the OWNER desires to convey the Relocated Maine Street Land and the Extended Maine Street Land to the CITY and to design, engineer, permit and construct, at the OWNER's expense, the New Maine Street across said lands and to receive from the CITY road impact fee credits for doing so; provided, however, that the CITY may elect to design, engineer, permit and/or construct Relocated Maine Street and/or Extended Maine Street as provided herein. 12. Subject to the terms, conditions and limitations set forth herein, (a) the CITY desires to obtain portions of the West Property in connection with proposed improvements to Maguire Road, (b) the OWNER desires to convey to the CITY a ten (10) foot wide portion of the West Property located adjacent to and east of Maguire Road as additional Maguire Road right-of-way (hereinafter referred to as the "Maguire Road Land"), (c) the OWNER desires to convey to the CITY an approximate 1.0 acre portion of the West Property needed as a 006.105532.6 z stormwater retention pond ("Pond 1") to provide treatment and attenuation for the stormwater runoff for Maguire Road and improvements thereto, for Extended Maine Street, and for the portion of the West Property located south of Extended Maine Street(hereinafter referred to as the "Pond 1 Land"), and (d) the OWNER and the CITY desire that Pond 1 be developed by the CITY, at the CITY's expense, as a joint use retention pond to be owned and maintained by the CITY, at the CITY's expense, intended to serve Maguire Road and improvements thereto, Extended Maine Street, and that portion of the West Property located south of Extended Maine Street(hereinafter referred to as the "Southern Portion of the West Property"). 13. Subject to the terms, conditions and limitations set forth herein, the CITY desires to obtain and the OWNER desires to convey to the CITY that portion of the West Property required as an approximate 0.6 acre stormwater retention pond("Pond 2") to serve as an outfall for Pond 1 and to provide treatment and attenuation for stormwater runoff for Extended Maine Street and for the portion of the West Property located north of Extended Maine Street (hereinafter referred to as the "Pond 2 Land") and to receive from the CITY Road Impact Fee credits for the portion of the Pond 2 Land required as a stormwater retention pond for Extended Maine Street. The OWNER and CITY desire that Pond 2 be developed, as set forth herein, as a joint use retention pond to be owned and maintained by the CITY, at the CITY's expense, intended to serve Pond 1 as an outfall and to serve Extended Maine Street and that portion of the West Property located north of Extended Maine Street (hereinafter referred to as the "Northern Portion of the West Property"). 14. Subject to the terms, conditions and limitations set forth herein, the CITY desires to obtain and the OWNER desires to grant to the CITY the following permanent drainage, utility and slope easements: (a) a ten (10) foot wide easement ("Easement No. 1") over that portion of the East Property located adjacent to and south of the Relocated Maine Street Land (the "Easement No. 1 Land"); (b) a ten (10) foot wide easement ("Easement No. 2") over that portion of the West Property located adjacent to and north of the Extended Maine Street Land (the "Easement No. 2 Land"); and (c) a ten (10) foot easement ("Easement No. 3") over that portion of the West Property located adjacent to and south of the Extended Maine Street Land(the "Easement No. 3 Land"). The Easement No. 1 Land, the Easement No. 2 Land and the Easement No. 3 Land are herein collectively referred to and the "Easement Land". The Easement Land is intended to be clear of all trees, walls, parking and other improvements so that there will be no sight restrictions affecting New Maine Street; provided, however, that sidewalks may be located within the Easement Land. 15. Subject to the terms, conditions and limitations set forth herein, the CITY desires to obtain and the OWNER desires to grant to the CITY the following temporary easements for design, engineering and construction purposes: (a) a fifteen(15) foot wide easement("TCE No. 1") over that portion of the East Property located adjacent to and south of the Easement No. 1 Land (the "TCE No. 1 Land"); (b) a fifteen(15) foot wide easement("TCE No. 2") over that portion of the West Property located adjacent to and north of the Easement No. 2 Land (the "TCE No. 2 Land"); (c) a fifteen(15) foot wide easement("TCE No. 3") over that portion of the West Property located adjacent to and south of the Easement No. 3 Land (the "TCE No. 3 Land); and 006.105532.6 3 (d) a fifteen(15) foot wide easement("TCE No. 4") over that portion of the West Property located adjacent to and east of the Maguire Road Land (the "TCE No. 4 Land"). • The TCE No. 1 Land,the TCE No. 2 Land, the TCE No. 3 Land and the TCE No. 4 Land are herein collectively referred to as the "TCE Land". 16. Subject to the terms, conditions and limitations set forth herein, the CITY desires to obtain and the OWNER desires to grant to the CITY a temporary drainage easement ("TDE No. 1") across the West Property, at a location to be mutually agreed upon by the parties, in order to install and maintain a drainage pipe to connecting Pond 1 and Pond 2 and to allow stormwater from Pond 1 and Extended Maine Street to drain to Pond 2. The foregoing easement will be made permanent in connection with the platting of the West Property and will be terminated upon platting of the West Property. 17. The OWNER further desires to vacate (subject to a reservation by the CITY for utility easements) that certain section of Richmond Avenue which lies on or adjacent to the East Property and south of the Relocated Maine Street Land and thereby facilitate the future development of the East Property. 18. Subject to the terms, conditions and limitations set forth herein, the OWNER desires to dedicate and convey to the CITY, and the CITY desires to facilitate the dedication and conveyance of the portion of the East Property which will lie north of the Relocated Maine Street Land (and include the existing Maine Street brick road), said land being referred to herein as the "Park Land". 19. The approximate location of the Relocated Maine Street Land, the Park Land, the Easement No. 1 Land, and the TCE No. 1 Land are depicted on the Sketch attached hereto as Exhibit"E" and by this reference made a part hereof(the "East Land Sketch"). 20. The approximate location of the Extended Maine Street Land, the Maguire Road Land, the Pond 1 Land, the Pond 2 Land, the Easement No. 2 Land, the Easement No. 3 Land, the TCE No. 2 Land, the TCE No. 3 Land and the TCE No. 4 Land are depicted on the Sketch attached hereto as Exhibit "F" and by this reference made a part hereof (the "West Land Sketch"). 21. The East Land Sketch and the West Land Sketch are herein collectively referred to as the "Land Sketch". 22. The CITY and the OWNER hereby acknowledge and warrant to the other that this Agreement and any future acts as required hereby are binding and enforceable on the CITY and the OWNER,respectively, in accordance with their terms. 23. The parties now desire to set forth their understandings regarding this agreement in writing. ACCORDINGLY, in consideration of the recitals hereof, and of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the OWNER and the CITY hereby covenant and agree as follows: SECTION 1. RECITALS. The above recitals are true and correct, and form a material part of this Agreement. SECTION 2. AUTHORITY. This Agreement is entered into under the authority of the Florida Constitution (including Article VIII, Section 2(b) thereof), the general powers conferred upon municipalities by statute and otherwise (including Chapters 163 and 166, Florida Statutes), and the CITY's Code, including but not limited to Section 87-6 of Chapter 87 of the CITY's Code. 006.105532.6 4 • SECTION 3. AGREEMENT CONTINGENCIES. The obligations of the CITY and OWNER under this Agreement are conditioned entirely upon the occurrence of all of the following: (a) The vacating by the CITY of that portion of Richmond Avenue located south of the Relocated Maine Street Land as more particularly described in Section 14 hereof(the "Richmond Avenue Contingency"). (b) The issuance by the CITY of a Certificate of Vested Rights for the East Property pursuant to the Vested Rights Application(the "Certificate of Vested Rights") and the acceptance of the Certificate of Vested Rights by the OWNER (the "Vested Rights Contingency"). In the event the Richmond Avenue Contingency and the Vested Rights Contingency (collectively, the "Agreement Contingencies") are not satisfied by February 17, 1999, then in such event this Agreement shall be automatically terminated, unless otherwise agreed to by the CITY and OWNER, and shall be of no further force and effect. Upon such termination the parties hereto shall execute a notice of termination in recordable form. Upon satisfaction of the Agreement Contingencies, the CITY and OWNER shall execute a certification of such satisfaction, in recordable form. SECTION 4. LAND CONVEYANCES BY OWNER TO CITY. CITY and OWNER agree to the following terms with respect to the conveyance of the Relocated Maine Street Land, the Extended Maine Street Land, the Park Land, the Maguire Road Land, the Pond 1 Land and the Pond 2 Land (said lands being herein collectively referred to as the "Donated Lands"): 4.1 Donated Lands. The OWNER will convey to CITY marketable, fee simple title to the Donated Lands, within thirty(30) days of receipt from the CITY of a written request to do so, provided, however, that(i) the CITY shall not make such request prior to the satisfaction of the Agreement Contingencies, and (ii) such request shall be accompanied by (a) a Sketch of Description and Legal Description of the Donated Lands certified to the CITY and OWNER, which will be prepared by the CITY, at the CITY'S expense, subject to the approval of OWNER, such approval not to be unreasonably withheld, and (b) a form of deed consistent with the requirements of this Agreement. The CITY from time-to-time shall give such notice to the OWNER with respect to all or a portion of the Donated Lands. Notwithstanding the foregoing, the Donated Lands, or a portion thereof, may, at OWNER's option, be conveyed at an earlier date as provided in Section 6 hereof; 4.2 Additional Dedications. The CITY will not require the OWNER to dedicate any portion of the Property to the CITY except for the Donated Lands and such portion of the Property as may be necessary for turn lanes based upon the specific development plan proposed for the Property; provided, however, that the foregoing shall not be construed as a waiver of the eminent domain powers of the CITY. 4.3 Conveyance. The conveyance of the Donated Lands shall be by general warranty deed, free and clear of all liens and encumbrances, except for easements of record, if any, but subject to the Permitted Encumbrances. The form of deed shall be prepared by the CITY consistent with this Agreement, subject to the approval of OWNER not to be unreasonably withheld. The conveyance of the Park Land shall be subject to the reservation by the OWNER of all vested rights which may be associated with the Park Land as set forth in any Certificate of Vested Rights issued by the CITY with respect to the East Property. The conveyance of the Pond 1 Land and the Pond 2 Land shall be subject to the reservation of a stormwater drainage easement for the benefit of the Southern Portion of the West Property and the Northern Portion of the West Property, respectively. Except as set forth herein, the conveyance of the Donated Lands shall not be subject to any restrictions or reservations in favor of the OWNER. The descriptive titles ascribed to each of the Donated Lands are intended for convenience only and not as a limitation on the use of such lands by the CITY; provided, however, that the CITY may not use any easement granted herein by OWNER in an 006.105532.6 5 unreasonable manner or in a manner inconsistent with the rights, duties and obligations set forth in this Agreement. 4.4 Expenses: Prorations. The CITY shall pay the following costs associated with the conveyance of the Donated Lands: all recording fees and documentary stamp taxes, if any, relating to such conveyances. Ad valorem taxes in connection with the conveyance of the Donated Lands shall be prorated as of the date of transfer of title and the prorated amount shall be paid by OWNER to Orange County, Florida, in escrow pursuant to Section 196.295, Florida Statutes, unless the conveyance occurs between November 1 and December 31, in which case ad valorem taxes shall be paid in full by OWNER for the year of conveyance. The applicable ad valorem taxes shall be paid by OWNER contemporaneous with the delivery of the deed. 4.5 Title Evidence. Contemporaneous with the conveyance of the Donated Lands and delivery of the General Warranty Deed to the CITY, the OWNER shall provide the CITY, at OWNER's sole cost and expense, a current title opinion or current title commitment (to be followed with a title policy) evidencing that fee simple title to the Donated Lands is vested in the OWNER and evidencing that the Donated Lands are free and clear of all liens and encumbrances, except for Permitted Encumbrances. OWNER represents to the CITY that none of the Permitted Encumbrances will prevent use of the Relocated Maine Street Land, the Extended Maine Street Land and the Maguire Road Land for roadway purposes or prevent the use of the Park Land for park, roadway, or stormwater drainage purposes, or prevent the use of the Pond 1 Land and the Pond 2 Land for stormwater drainage purposes. 4.6 Road Impact Fee Credits. The OWNER shall receive road impact fee credits for the benefit of the Property with respect to the conveyance of the Relocated Maine Street Land, the Extended Maine Street Land, and that portion of the Pond 2 Land required as a stormwater retention pond for Extended Maine Street, all as provided in Section 9 hereof. The OWNER shall not receive any road impact fee credits or other compensation in connection with the conveyance of the Park Land to the CITY. The OWNER shall not receive any road impact fee credits or other compensation in connection with the conveyance of the Maguire Road Land and the Pond 1 Land. SECTION 5. GRANT OF EASEMENTS. 5.1 Easements. The OWNER shall grant to the CITY the following easements in accordance with the schedules set forth below: (a) Easement No. 1 and TCE No. 1 contemporaneous with the conveyance of the Relocated Maine Street Land. (b) Easement No. 2, Easement No. 3, TCE No. 2, and TCE No. 3 contemporaneous with the conveyance of the Extended Maine Street Land. (c) TCE No. 4 contemporaneous with the conveyance of the Maguire Road Land. (d) TDE No. 1 contemporaneous with the conveyance of the Pond 1 Land and/or the Pond 2 Land. The above easements are collectively referred to herein as the "Easements". Contemporaneous with the delivery to OWNER of a Sketch of Description and Legal Description for the Donated Lands, the CITY shall deliver to OWNER a Sketch of Description and Legal Description of the applicable Easement Land and TCE Land related to the Easements to be granted by OWNER along with the Donated Lands (or portions thereof)being conveyed, such legal descriptions to be certified to the CITY and OWNER and being subject to the approval of OWNER, such approval not to be unreasonably withheld. 5.2 Title Evidence. The granted of the Easements shall accompanied with title evidence in the same manner as set forth in Section 4.5 hereof. 006.105532.6 6 5.3 Joinder and Consents; Recording. The Easements shall be accompanied by the joinder and consent of all parties with an interest in the Easement Land and the TCE Land, including but not limited to any mortgagees of such property. The Easements shall be granted free and clear of all liens and encumbrances, except for Permitted Encumbrances. The City shall pay the cost of recording the Easements. 5.4 Form of Easements. The Easements across the TCE Land shall be in substantially the form attached hereto as Exhibit "H" and by this reference made a part hereof. The Easements across the Easement Land and the form of TDE No. 1 shall be prepared by the CITY and shall be in a form and content typically required by the CITY for similar easements and shall include such terms and conditions as may reasonably be required by the CITY in order to construct, operate and maintain the improvements to be located thereon; provided, however, that the form of such Easements shall be subject to the approval of the OWNER, such approval not to be unreasonably withheld. 5.5 Temporary Construction Easements. Notwithstanding any provision contained herein to the contrary, the OWNER shall be obligated to: (a) grant TCE No. 1 only if the CITY elects to construct Relocated Maine Street, and(b) grant TCE No. 2 and TCE No. 3 only if the CITY elects to construct Extended Maine Street. SECTION 6. LEGAL DESCRIPTION. 6.1 Approximate Descriptions. The legal descriptions of the Relocated Maine Street Land, the Park Land, the Pond 1 Land, the Pond 2 Land, the Easement Land and the TCE Land (collectively, the "Legal Descriptions") as depicted on the Land Sketch are intended to be approximate and do not constitute a formal survey or sketch of description thereof. The parties recognize that the Legal Descriptions will be finalized based on the final design and engineering of the affected portions of New Maine Street and Maguire Road, but shall be generally consistent with the Land Sketch unless otherwise agreed to by OWNER. 6.2 Owner's Preparation of Legal Descriptions. If the OWNER designs Relocated Maine Street or Extended Maine Street, then such design shall include the Legal Descriptions for the Relocated Maine Street Land, the Extended Maine Street Land, the Easement No. 1 Land, the Easement No. 2 Land, the Easement No. 3 Land and the Pond 2 Land. The foregoing Legal Descriptions will then be approved by the CITY as part of the Approved Plans as described in Section 8.3 hereof. 6.3 Owner's Option to Prepare Legal Descriptions. Without regard to whether or not the OWNER designs any portion of New Maine Street, the OWNER may elect, at OWNER'S expense, to prepare one or more of the Legal Descriptions in which case the OWNER shall provide the CITY with a Sketch of Description and Legal Description thereof certified to the CITY and OWNER, which will be subject to the approval of the CITY, such approval not to be unreasonably withheld. 6.4 Accelerated Conveyance of Donated Lands and Easements. With respect to any lands for which a Legal Description has been prepared by OWNER and approved by the CITY, the OWNER may request in writing that the CITY accept conveyance thereof (along with the applicable Easements to be conveyed therewith). In the event of such request, the applicable land and easements shall be conveyed to and accepted by the CITY within thirty (30) days of receipt of such request. Any such conveyance shall otherwise comply with all applicable provisions of this Agreement. SECTION 7. TRANSFER OF VESTED RIGHTS. The OWNER has previously submitted to the CITY an Application for Determination of Vested Rights (the "Vested Rights Application"). If it has not.done so prior to executing this Agreement, the CITY will issue a Certificate of Vested Rights or deny the Vested Rights Application within ninety (90) days of executing this Agreement. It is contemplated that the CITY will have issued the Certificate of Vested Rights prior to the OWNER's conveyance of the Park Land and that the OWNER's conveyance of the Park Land to the CITY will reserve to the OWNER all of the vested rights which may be associated with the Park Land as set forth in the Certificate of Vested Rights 006.105532.6 7 issued by the CITY (the "Reserved Vested Rights"). The CITY and OWNER hereby agree that upon conveyance of the Park Land to the CITY as provided in Section 4 hereof that all of the Reserved Vested Rights shall automatically be transferred from the Park Land to the West Property so that all of the West Property will thereafter be vested in the game manner as if originally vested by the Certificate of Vested Rights, subject to the terms, conditions and limitations set forth in the Certificate of Vested Rights. It is the intent of the foregoing to allow the West Property to be developed as a vested parcel for commercial purposes in accordance with the CITY's C-2 zoning district, as it may from time to time be amended. The foregoing provisions are a material inducement to the OWNER's conveyance of the Park Land to the CITY and the parties hereto acknowledge that the.OWNER would not have entered into this Agreement and agreed to convey the Park Land to the CITY but for the provisions of this Section. Following the delivery of the deed conveying the Park Land and the recording thereof vesting title to the Park Land in the CITY and upon request of OWNER, the CITY will from time to time acknowledge that the West Property is vested as provided in this Section. SECTION 8. NEW MAINE STREET. 8.1 New Maine Street. Subject to the terms and conditions of this Agreement, the OWNER hereby agrees, at the OWNER's sole cost and expense, to design, engineer, permit and construct New Maine Street on the Relocated Maine Street Land and the Extended Maine Street Land. All references herein to New Maine Street shall include all roadway improvements and other improvements appurtenant thereto, including retention ponds, as set forth in the Approved Plans (as hereinafter defined). 8.2 Design. New Maine Street will be designed and constructed as an urban section road with turn lanes at all intersections, including but not limited to the intersections of Maguire Road and Bluford Avenue, and a bike lane in each direction. New Maine Street will be designated as a "collector road" by the CITY and shall meet all applicable standards for a collector road. Relocated Maine Street will have three lanes which will include a left turn access from Relocated Maine Street into the East Property. If the East Property is combined with other lands to the east for development purposes, then the CITY may require, as part of its development review process, the inclusion in the design for the Relocated Maine Street of a right turn lane from Relocated Maine Street into the East Property; otherwise, a right turn lane from Relocated Maine Street into the East Property will not be required. The OWNER acknowledges that in the event the CITY designs and/or constructs Relocated Maine Street as provided in Section 9 hereof, then the design and/or construction thereof will not include a right turn lane from Relocated Maine Street to the East Property unless such improvement is paid by OWNER. 8.3 Approved Plans. All plans and specifications related to New Maine Street shall be subject to the prior written approval of the CITY, which approval will not unreasonably be withheld (the "Approved Plans"). The Approved Plans shall locate and include legal descriptions as provided in Section 6.2 hereof. New Maine Street shall be designed, engineered, permitted and constructed in accordance with the Approved Plans; provided that so long as the design and engineering plans comply with the provisions of Section 8.2 above, then the CITY shall be required to approve the same unless good cause is shown by the CITY as to why approval should not be granted. To the extent the City elects to design, engineer, permit and construct New Maine Street, or a portion thereof, all references herein to the "Approved Plans" shall refer to the plans prepared by the City for the applicable portion of New Maine Street. 8.4 Approved Contracts. All contracts entered into by the OWNER related to New Maine Street shall be subject to the prior written approval of the CITY, which approval will not unreasonably be withheld ("the Approved Contracts"). The OWNER and the CITY will coordinate and cooperate with each other in connection with the OWNER's contracting for New Maine Street. The OWNER will use its best efforts to enter into such contracts on the best•price and terms available. If the estimated costs to be paid by the OWNER for New Maine Street, or any portion thereof, are above those costs customarily being charged in Orange County for similar services, then the CITY may require that the OWNER seek competitive bids for the construction of New Maine Street or any portion 006.105532.6 8 thereof. In the event the CITY elects to require that the OWNER seek competitive bids as aforesaid, then the OWNER, at its option, may decide not to seek competitive bids in which case the Road Impact Fee Credits, as set forth in Section 9 hereof, shall be the lesser of(i) the actual cost of such portion of New Maine Street, or(ii) the amount which the CITY reasonably determines to be the costs customarily charged in Orange County for similar services. 8.5 Building Permits - Owner Constructs New Maine Street. New Maine Street may be designed, engineered, permitted and constructed in two phases with Relocated Maine Street being constructed at the time of development of the East Property and Extended Maine Street being constructed at the time of development of the West Property. Except as set forth in Section 8.6 below, (i) no building permits shall be issued by the CITY with respect to any portion of the East Property until such time as construction of Relocated Maine Street has commenced in accordance with the Approved Plans and pursuant to the Approved Contracts and no certificates of occupancy shall be issued for any development on the East Property until such time as the construction of Relocated Maine Street has been completed and accepted by the CITY; and (ii) no building permits shall be issued by CITY with respect to any portion of the West Property until such time as construction of Extended Maine Street has commenced in accordance with the Approved Plans and pursuant to the Approved Contracts and no certificates of occupancy shall be issued for any development on the West Property until such time as the construction of Extended Maine Street has been completed and accepted by the CITY. 8.6 Building Permits - City Constructs New Maine Street. If the City elects to construct Relocated Maine Street as provided in Section 11 hereof, then in such event building permits will be issued with respect to the East Property (subject to compliance with applicable laws and ordinances), but no certificates of occupancy shall be issued for any development on the East Property until such time as the construction of Relocated Maine Street has been completed and Relocated Maine Street has been opened to the public. If the City elects to construct Extended Maine Street as provided in Section 11 hereof, then in such event building permits will be issued with respect to the West Property (subject to compliance with applicable laws and ordinances), but no certificates of occupancy shall be issued for any development on the West Property until such time as the construction of Extended Maine Street has been completed and Extended Maine Street has been opened to the public. 8.7 City Requirements. Upon completion of New Maine Street, or a portion thereof, and prior to acceptance by the CITY, the following shall occur: (a) The OWNER shall deliver to the CITY "as built" drawings of New Maine Street. (b) The OWNER shall deliver to the CITY a bond guaranteeing the maintenance and the materials, workmanship and structural integrity of New Maine Street for a two-year period, such bond to comply with all applicable provisions of the Ocoee City Code and to be in a form reasonably acceptable to the CITY. (c) The OWNER shall execute and deliver to the CITY such other documents, including Bills of Sale, as are typically required by the CITY in connection with the dedication and acceptance of a public roadway. The provisions of this Section 8.7 shall not be applicable to OWNER(i) as to Relocated Maine Street if the City constructs Relocated Maine Street, and(ii) as to Extended Maine Street if the City constructs Extended Maine Street. 8.8 Sidewalks. Sidewalks associated with Relocated Maine Street and Extended Maine Street will be installed by the OWNER, at the OWNER's expense, as required by the CITY's Land Development Code at such time as the East Property and the West Property, respectively, are developed and will not be included as part of the construction of Maine Street contemplated by this Agreement. Any such sidewalks will be located outside of the New Maine Street right-of-way and will not be located within the Relocated Maine Street Land or the Extended Maine Street Land. 006.105532.6 9 SECTION 9. ROAD IMPACT FEES CREDITS. • 9.1 Designation for Road Impact Fee Credit. The City hereby designates New Maine Street as one of the City's collector roads eligible for Road Impact Fee credits under the provisions of Article I of Chapter 87 of the Ocoee City Code and represents to the OWNER that all steps necessary for such designation have been undertaken prior to the approval of this Agreement by the City. 9.2 Grant of Road Impact Fee Credits. In consideration of the OWNER's performance of its obligations set forth in this Agreement, the OWNER shall, subject to the provisions of this Section and Sections 8 and 11 hereof, be entitled to a credit against Road Impact Fees payable to the CITY in an amount equal to the sum of the following: (a) Subject to the provisions of Section 8 hereof, the actual cost incurred by OWNER for the design, engineering, permitting and construction of New Maine Street undertaken pursuant to the Approved Contracts. The OWNER shall not be entitled to a Road Impact Fee credit in connection with any expenses incurred by the City in connection with the foregoing. (b) The fair market value of(i) the Relocated Maine Street Land, (ii) the Extended Maine Street Land, and (iii) the Pond 2 Land to the extent such land is required for stormwater drainage purposes associated with Extended Maine Street. OWNER shall not be eligible for any Road Impact Fee credits associated with any oversizing of Pond 2 and the Pond 2 Land to serve the West Property. For the purposes of this subsection, the fair market value of said lands and the amount of the Road Impact Fee credit shall be determined pursuant to and in accordance with the provisions of Section 87-7 of Chapter 87 of the Ocoee City Code with the valuation date being the date of conveyance of said lands. Notwithstanding the foregoing, the total Road Impact Fee credits granted hereunder shall not exceed the amount of the Road Impact Fees assessed against the Property pursuant to the City of Ocoee Road Impact Fee Ordinance, as it may from time to time be amended. 9.3 DRC Review. Commencing ninety (90) days after OWNER begins the design of New Maine Street, or a portion thereof, the OWNER shall, on at least a quarterly basis, submit to the CITY's Development Review Committee ("DRC") satisfactory documentation to support any Road Impact Fee credit pursuant to this Section and the actual amount of the Road Impact Fee credit shall thereafter be determined by the DRC based upon a review of such satisfactory documentation in the manner provided by the Road Impact Fee Ordinance; provided, however, that the DRC review of the Road Impact Fee credits pursuant to this Section shall be limited to (i) verification of the actual cost of such improvements paid by the OWNER for which impact fee credits are being requested, and(ii) confirmation that the actual cost of such improvements paid by the OWNER do not exceed the costs set forth in the Approved Contracts. The DRC shall not be required to approve any Road Impact Fee credits for costs incurred by the OWNER which exceed the amounts set forth in the Approved Contracts, unless such change orders or cost overruns have been previously approved or are subsequently approved by the CITY. 9.4 Credit/Reimbursement Limit. To the extent the aggregate of all Road Impact Fee credits and/or reimbursements due pursuant to this Agreement exceeds the Road Impact Fees due under the Road Impact Fee Ordinance for development of the Property, or any portion thereof, OWNER agrees it shall not be entitled to a credit or reimbursement for any excess amount. Nothing in this Agreement shall constitute, or shall be deemed to constitute, a pledge of or lien upon any funds or source of revenue of the CITY as security for its obligations under this Agreement. The obligation of the CITY to grant Road Impact Fee credits and/or reimbursements pursuant to this Agreement is entirely contingent upon development of the Property or any portion thereof which generates Road Impact Fee revenues or could generate Road Impact Fee revenues but for the grant of credits hereunder. 9.5 Expenditure of Credits/Refund of Reimbursements. If credits are granted to OWNER, and if OWNER(or its assigns)paid road impact fees prior to the grant of credits 006.105532.6 10 pursuant to the Road Impact Fee Ordinance,in connection with the development of the Property, or any portion thereof, then the CITY shall reimburse the OWNER or its assigns the amount of Road Impact Fees which were previously paid by OWNER(or its assigns), and such amount shall be deducted from the credits which have been granted to OWNER. If Road Impact Fee credits are granted to OWNER, and if OWNER is subject to a Road Impact Fee payment obligation after the grant of credits in connection with the development of the Property, or any portion thereof, then the Road Impact Fee which would be payable by OWNER or its assigns shall be deducted from the credits, and such fee shall then be deemed paid in full by OWNER to the extent of such credits. 9.6 Assignment,of Credits. OWNER may assign to any party its rights to all or any portion of the Road Impact Fee credits granted to OWNER pursuant to this Agreement. Credits which have been assigned can be reassigned to other entities. However, if an assignee uses the assigned Road Impact Fee credits, such assignee may use them only within and upon the Property, or any portion thereof. Any credits which are granted pursuant to this Agreement may be assigned, used, and transferred to apply to any other portion of the Property. Any such assignment of Road Impact Fee credits shall not become effective until delivery of written notice thereof from OWNER to the CITY and receipt by the Assignee of written confirmation that the CITY records have been amended to reflect such assignment. 9.7 Exceptions. Notwithstanding any provision contained herein to the contrary, OWNER shall not be eligible to receive Road Impact Fee credits for costs associated with any right turn lane into the East Property since any such turn lane is solely related to the development of the East Property. SECTION 10. DRAINAGE. CITY and OWNER agree to the following terms with respect to the provision of stormwater drainage associated with development of the Property and the construction of New Maine Street: 10.1 Relocated Maine Street Drainage. The CITY will be responsible to obtain any off-site land needed for stormwater drainage facilities to receive stormwater drainage from Relocated Maine Street. In connection with the construction of Relocated Maine Street by OWNER, its successors or assigns, OWNER may give written notice to CITY requesting off-site land necessary to construct stormwater drainage facilities to receive stormwater drainage from Relocated Maine Street. Within two hundred seventy (270) days of OWNER's notice to the CITY, CITY agrees to provide such land as is necessary to construct stormwater drainage facilities to accommodate drainage resulting from the construction of Relocated Maine Street. The CITY may, at its option, utilize the Park Land for this purpose. The CITY shall be responsible for the operation and maintenance of the stormwater retention pond serving Relocated Maine Street. 10.2 East Property Drainage. To the extent feasible, as determined solely by the CITY, any excess storm drainage capacity will first be made available by the CITY to the OWNER for use in connection with the development of the East Property, subject to normal construction constraints and compliance with all applicable permitting requirements. Any utilization of such excess storm drainage capacity, if any, by OWNER will be at the sole cost and expense of the OWNER, including but not limited to the cost of construction of any expanded storm drainage facilities serving the East Property. In the event OWNER utilizes any such excess storm drainage capacity, then the OWNER and CITY shall first enter into a drainage easement agreement consistent with agreements entered into by the CITY for other joint use retention ponds. OWNER acknowledges that the CITY does not anticipate having any such excess storm drainage capacity. 10.3 Extended Maine Street Drainage and West Property. The Pond 2 Land shall be utilized for the location of Pond 2 which will be designed to serve as an outfall for Pond 1 and to provide treatment and attenuation for stormwater runoff from Extended Maine Street and the Northern Portion of the West Property. Pond 2 shall be a joint use pond and the CITY shall be responsible for the operation and maintenance of such pond. The oversizing of Pond 2 to serve the Northern Portion of the West Property shall be considered to be part of the project for the construction of Extended Maine Street; provided, however, that if Pond 2 is 006.105532.6 11 constructed by OWNER,.it is agreed that the OWNER shall not be entitled to receive Road Impact Fee credits for any design, engineering, permitting and construction costs associated with the oversizing or enlarging of said retention pond to serve the West Property. SECTION 11. CITY'S OPTION TO CONSTRUCT NEW MAINE STREET. 11.1 City's Option. Within one hundred eighty (180) days from the date of execution of this Agreement, the CITY may, at its sole option, elect to proceed with the design, engineering, permitting and/or construction of Relocated Maine Street or Extended Maine Street or for both Relocated Maine Street and Extended Maine Street, at the sole cost and expense of the CITY, by giving written notice of such election to OWNER. In the event the CITY makes such election, it shall then proceed with due diligence to complete such design, engineering, permitting and/or construction for Relocated Maine Street or Extended Maine Street, or for both Relocated Maine Street and Extended Maine Street, as the case may be. To the extent that after the 90th day from the Effective Date of this Agreement the OWNER incurs expenses for the design, engineering and/or permitting of Relocated Maine Street and/or Extended Maine Street, the OWNER shall be entitled to receive Road Impact Fee credits for such expenditures as provided in Section 9 hereof; provided, however, that a condition to the receipt of any such Road Impact Fee credits shall be the assignment by OWNER to the CITY of all work product associated with such design, engineering and permitting, all fully paid for by OWNER, along with the unconditional right to utilize such work product in connection with the design, engineering, permitting and/or construction by the CITY. The OWNER acknowledges that as of the date hereof it has not incurred any such expenses and agrees that it will not incur any such expenses during the first one hundred twenty (120) days from the Effective Date of this Agreement. In the event the CITY elects to proceed with such efforts, at the CITY's expense, then OWNER shall not be entitled to receive Road Impact Fee credits for costs incurred subsequent to the date of notification from the CITY unless OWNER demonstrates to the reasonable satisfaction of the CITY that the expenses relate to obligations made in good faith by OWNER prior to the date of notification from the CITY. Notwithstanding anything to the contrary set forth in this Subsection 11.1, the OWNER shall be entitled to Road Impact Fee credits based upon the fair market value for the lands as provided in Section 9 hereof. 11.2 Design. Nothing contained herein will preclude the CITY from designing and/or constructing the New Maine Street, or a portion thereof, as a 5-lane urban section roadway(with or without bike lanes) should the CITY, at its sole option, elect to do so. SECTION 12. MAGUIRE ROAD. Upon acceptance of the conveyance of the Maguire Road Land and the Pond 1 Land, the CITY shall become obligated to design, engineer, permit and construct, within thirty-six (36) months from the Effective Date of this Agreement, Pond 1 on the Pond 1 Land as a joint use retention pond to be operated and maintained by the CITY, at the CITY's expense, said joint use pond being intended to serve Extended Maine Street, Maguire Road and improvements thereto and the Southern Portion of the West Property. If the OWNER needs Pond 1 in connection with the development of the Southern Portion of the West Property and the CITY has not commenced construction thereof, then the OWNER may, at its option, elect to design, engineer, permit and construct Pond 1 to the extent needed to serve the Southern Portion of the West Property, subject to the following terms, conditions and limitations: (a) OWNER will give CITY at least sixty (60) days written notice prior to undertaking any such activity and the CITY, at its option, may advise OWNER that it will commence construction of Pond 1 within sixty (60) days of receipt of such notice. If the CITY does not so advise the OWNER, then the OWNER may proceed with such design, engineering,permitting and construction. (b) The procedures set forth in Section 8 with respect to the construction of New Maine Street shall be applicable to the construction of Pond 1 by OWNER. 12 006.105532.6 (c) In consideration for the conveyance of the Pond 1 Land, the OWNER shall be entitled to receive Road Impact Fee credits, in accordance with the procedures set forth in Section 9 hereof, for the cost incurred by OWNER in connection with the design, engineering,permitting and construction of Pond 1. (d) The OWNER shall be entitled to all fill material associated with the OWNER's construction of Pond 1 by OWNER. SECTION 13. POND 1 FILL MATERIAL. Subject to the construction of Pond 1, the OWNER shall be entitled to all fill material ("Fill Material") from the Pond 1 Land. The Fill Material shall be stored on the Southern Portion of the West Property at a location to be designated by OWNER. The CITY and OWNER therein, shall comply with all applicable laws, ordinances and regulations related to the use and storage of the Fill Material. SECTION 14. RICHMOND AVENUE VACATION. CITY and OWNER agree to the following terms with respect to the vacation of the below-described section of Richmond Avenue: 14.1 Vacation of Richmond Avenue. OWNER agrees, within ten (10) days from the Effective Date, to apply to the CITY, and CITY agrees to accept OWNER's application, seeking the vacation of that certain portion of Richmond Avenue which runs south of the Relocated Maine Street Land, as more particularly described on Exhibit "F" attached to and incorporated into this Agreement (hereinafter referred to as the "Richmond Avenue Vacated Parcel"). Any portion of the Richmond Avenue right-of-way which is located within existing or Relocated Maine Street will not be vacated and is not part of the Richmond Avenue Vacated Parcel. 14.2 Reservation of Utility Easements. OWNER's application for the vacation of the Richmond Avenue Vacated Parcel shall be subject to a reservation by CITY of all utility easements associated with the Richmond Avenue right-of-way. 14.3 Consideration of Vacation Application. The CITY shall consider in good faith the application of OWNER to vacate the Richmond Avenue Vacated Parcel and shall take final action on such application within ninety (90) days from the Effective Date or within ninety(90)days from receipt of such application, whichever is later. Nothing contained herein shall be construed to obligate the CITY to vacate the Richmond Avenue Vacated Parcel, but the CITY acknowledges that based upon the terms and conditions of this Agreement, the vacation of said parcel would appear to be in the public interest. 14.4 Removal of Improvements. CITY agrees that, following the vacation of the Richmond Avenue Vacated Parcel, all improvements located within the Richmond Avenue Vacated Parcel may be removed by OWNER, except for utility lines and all related utility and sewer facility improvements therein, which may be relocated by OWNER within its development at its expense subject to CITY review and approval, which shall not be unreasonably withheld. Notwithstanding the foregoing, no bricks or curbing may be removed by OWNER prior to the vacation of Richmond Avenue. OWNER acknowledges and agrees that the CITY may remove any bricks and curbing within Richmond Avenue at anytime prior to the vacation thereof. SECTION 15. PROHIBITION ON BRICK REMOVAL. OWNER agrees to refrain from removing any existing street bricks or curbing from the existing Maine Street Right-of-Way and from Richmond Avenue prior to the vacation of Richmond Avenue by the City. SECTION 16. • TREES. Development of the Property shall comply with the CITY's landscaping (Arbor/Tree) ordinances as they may from time to time be amended. The CITY agrees that any such ordinances will be applied in a reasonable manner and will not prohibit the location of a commercial structure on the Property. Nothing contained in this 13 006.105532.6 Section is intended to in any way change or modify such ordinances, as they may from time to time be amended. SECTION 17. ACCESS POINTS. The East Property and the West Property will each have a full access point (i.e., right and left turns permitted both into and out of the access point) at the intersection of Bluford Avenue and New Maine Street. Further, the East Property will have an additional access point south of the intersection of Bluford Avenue and New Maine Street (the "Second Access Point").. The CITY and the OWNER will endeavor to have the Second Access Point align with an access point for land located on the west side of Bluford Avenue in which case the CITY will support a full access point at that location. If the OWNER is unable to obtain a full access point which aligns with an access point for land located on the west side of Bluford Avenue, then the CITY will not oppose the Second Access Point being a full access so long as it is at least 700 feet south of the intersection of Bluford Avenue and New Maine Street; otherwise, the CITY may, in its discretion, oppose the Second Access Point being a full access. SECTION 18. PROHIBITION ON SPECIAL ASSESSMENTS. In consideration of the covenants set forth herein and the conveyance of the Donated Lands, the CITY hereby covenants and agrees that it will not impose special assessments on the Property to pay for any portion of the cost of New Maine Street or any further extension thereof east of the East Property. SECTION 19. SEWER AND WATER. In addition to any water and/or wastewater capacity which may have heretofore been purchased by OWNER, the OWNER may, at OWNER'S option and from time-to-time, elect to purchase water and/or wastewater capacity for the development of the Property, or any portion thereof, from any entity listed in Exhibit "A" to that certain Water and Sewer Revenue and Maintenance Fee Agreement, dated May 10, 1995, and recorded in Official Records Book 4958, Pages 3817-3851, Public Records of Orange County, Florida. The CITY hereby consents to any such purchase subject to compliance with all applicable regulations and procedures of the CITY governing any such purchase and the use of capacity acquired pursuant thereto. OWNER shall be responsible for all costs and expenses related to the purchase of any such water and/or wastewater capacity. SECTION 20. SEPARATE PARCELS. The CITY agrees that the East property and the West Property are separate parcels for the purposes of the CITY's Land Development Code. SECTION 21. AUTHORITY: LIENS AND MORTGAGES. The OWNER warrants and represents to the CITY that it has full and complete power and authority to execute this Agreement and that there are no liens or mortgages against the Property except for the Permitted Encumbrances. SECTION 22. NOTICE. Any notice delivered with respect to this Agreement shall be in writing and be deemed to be delivered (whether or not actually received) when (1) hand delivered to the person hereinafter designated, or (2) upon receipt of such notice when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the person at the address set forth opposite the party's name below, or such other address or to such other person as the party shall have specified by written notice to the other party delivered in accordance herewith: TO OWNER: William E. Colburn and John D. Colburn Cypress Creek Nursery, Inc. Cambria C/o Thomas A. Cloud, Esquire Gray,Harris&Robinson,P.A. 201 E. Pine Street, Suite 1200 Orlando, Florida 32801 006.105532.6 14 TO CITY: 'City of Ocoee City Hall 150 North Lakeshore Drive Ocoee, Florida 34761 ' Attention: City Manager with a copy to: Director of Planning City of Ocoee 150 North Lakeshore Drive Ocoee, Florida 34761 SECTION 23. COVENANT RUNNING WITH THE LAND. This Agreement shall be binding, and shall inure to the benefit of the heirs, legal representatives, successors and assigns of the parties, and shall run with the land and be binding upon the heirs, legal representatives, successors and assigns of the OWNER and upon any person, firm, corporation or entity who may become the successor-in-interest, directly or indirectly, to the Property, or any portion thereof. SECTION 24. RECORDATION OF AGREEMENT. The parties hereto agree that an executed original of this Agreement shall be recorded, at the CITY's expense, in the Public Records of Orange County, Florida. The CITY will, from time to time upon request of the OWNER, execute and deliver letters affirming the status of this Agreement. SECTION 25. COMPLIANCE WITH LAWS. Except as otherwise expressly provided in this Agreement or the.Certificate of Vested Rights (i) the OWNER shall comply with all applicable federal, state and local ordinances and regulations in effect at the time of development of the Property, and(ii)nothing contained herein shall limit the right of the CITY to prescribe other conditions on the development of the Property in accordance with applicable CITY ordinances and land regulations in effect at the time of development. SECTION 26. APPLICABLE LAW. This Agreement and the provisions contained herein shall be construed, controlled, and interpreted according to the laws of the State of Florida. SECTION 27. TIME OF THE ESSENCE Time is hereby declared of the essence to the lawful performance of the duties and obligations contained in this Agreement. SECTION 28. AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the parties, and supersedes all previous discussions, understandings and agreements, with respect to the subject matter hereof. Amendments to and waivers of the provisions of this Agreement shall be made by the parties only in writing by formal amendment executed by both parties. SECTION 29. SEVERABILITY. If any sentence, phrase, paragraph, provision or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portion hereof so long as the intent of this Agreement can still be accomplished. SECTION 30. FURTHER DOCUMENTATION. The parties agree, that at any time following a request therefor by the other party, each shall execute and deliver to the other party such further documents and instruments, in form and substance reasonably necessary tol confirm and/br effectuate the obligations of either party hereunder and the consummation of the transactions contemplated hereby. 006.105532.6 15 SECTION 31. SPECIFIC PERFORMANCE. Both the CITY and the OWNER shall have the right to enforce the terms and conditions of this Agreement by an action for specific performance. • SECTION 32. ARMS LENGTH TRANSACTION. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that all parties have contributed substantially and materially to the preparation hereof. SECTION 33. ACKNOWLEDGMENT, RATIFICATION, AND CONSENT. A portion of the Property which is the subject of this Agreement was owned by William Colburn and Leiser Colburn. John D. Colbum has now acquired through deed issued in probate that interest previously held by Leiser Colbum. The CITY hereby acknowledges this transfer and ratifies and consents to the assignment of Leiser Colbum's rights, duties, and obligations under those agreements listed in Recital No. 6 hereof to John D. Colburn. SECTION 34. COUNTERPARTS. This Agreement and any amendments hereto may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute one and the same instrument. SECTION 35. EFFECTIVE DATE. This Agreement shall first be executed by the OWNER and submitted to the CITY for approval by the Ocoee CITY Commission. Upon approval by the Ocoee CITY Commission, this Agreement shall be executed by the CITY. The Effective Date of this Agreement shall be the date of execution by the CITY. IN WITNESS WHEREOF, the OWNER and the CITY have caused this instrument to be executed as of the day and year first above written. CITY: Signed, sealed and delivered CITY OF OCOEE, a Florida municipal in the presence of: Corporation By: Print Name - S. SCOTT VANDERGRIFT, Mayor Print Name Attest: JEAN GRAFTON, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON 1998 UNDER LEGALITY this day of AGENDA ITEM NO. . _ , 1998. FOLEY&LARDNER . By: City Attorney 006.105532.6 16 STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared S. SCOTT VANDERGRIFT and JEAN GRAFTON, personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE and that they severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily under authority duly vested in them by said municipality. They are personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this day of , 19 Signature of Notary, Name of Notary(Typed,Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): 006.105532.6 17 Signed, sealed and delivered OWNER: in the presence of: Print Name: WILLIAM E. COLBURN Print Name: Print Name: JOHN D. COLBURN Print Name: CYPRESS CREEK NURSERY,INC., a Florida corporation By: Print Name: Name: Print Name: Title: (CORPORATE SEAL) CAMBRIA, a Florida general partnership By: Print Name: Name: Print Name: Title: Print Name: 006.105532.6 18 STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared WILLIAM E. COLBURN, [ ] who is personally known to me, or [ ] who produced as identification, and that he acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1998. Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared JOHN D. COLBURN, [ ] who is personally known to me, or [ ] who produced as identification, and that he acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1998. Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): • • 006.105532.6 19 STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared , as , of CYPRESS CREEK NURSERY, INC., a Florida corporation, [ ] who is personally known to me, or [ ] who produced as identification, and acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily on behalf of said corporation. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1998. Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): STATE OF FLORIDA COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared , as General Partner, of CAMBRIA, a Florida general partnership, [ ] who is personally known to me, or [ ] who produced as identification, and acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily on behalf of said partnership. WITNESS my hand and official seal in the County and State last aforesaid this day of , 1998. Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): • 006.105532.6 20 EXHIBIT "D" PERMITTED ENCUMBRANCES Permitted Encumbrances means and includes the following: 1) Real property taxes for the year of transfer and for subsequent years. 2) Pending liens, if any, for special assessments for public improvements or other public purposes, which are payable in installments. 3) All present and future building restrictions, zoning regulations and all present and future laws, ordinances, resolutions, regulations and orders of any governmental authority having jurisdiction over the real property and the use thereof as represented herein. 4) Easements, mineral reservations, matters appearing on any plat or common to any subdivision, restrictions, reservations, rights-of-way, conditions and limitations of record, if any, which are not coupled with any reverter or forfeiture provisions, including (without limitation) any drainage, canal, mineral, road, or other reservations of record in favor of the State of Florida or any of its agencies or governmental or quasi-governmental entities, or as may be set forth in any "Murphy Deeds." • 11/12/98 006.105532.6 N, ________, 0 \ • N EXISTING MAINE STREET . park land I •3.0 ac 70'ROW �00' ------.— J s1.5 ac RE OCATED MAINE STREET 15'TEMPORARY ' EXTEN' D CONSTRUCTION MAINE :jf EASEMENT ' -----3 .-----\10'PERMANENT EASEMENT s1I.7 ac O • -----•---- t V NOTES: 9L I.THIS EXHIBIT WAS BASED ON GIS BASE IIAPS.NOT SURVEYS • \\ PEC EXHIBIT E MAINE STREET :ET \\ - . \ 1 0,••,)1 \\ . G�� •Z „15'TEM �eQ� po CONSTRUCTIO► _ .0.' aci EASEMENT 70'ROW , .V 0. _—..—_ —.._..-..—.., • EXTENDED MAINE —'—= STREET RELO ATED i'' 'O.6 MAIN STREET , 10'PERMAN 1* . 10'MAGUIRE EASEME►'" . RGAD LAND !2.2 ac I1. —i5'TEMPORARY .I ac � CONSTRUCTION NOTES: EASEMENT pond I # I.POND I RGW TO BE DEDICATED \ ip TO THE CITY OF OCOEE. 2.AN EASEMENT WILL BE REWIRED Q -; FOR A DRAINAGE PIPE;FROM POND I TO POND 2.AND AVER POND 2. O 3.THIS EXHIBIT.WAS BASED ON GIS BASE MAPS.NOT SURVEYS. U ' CD Q PEC . EXHIBIT F MAINE STREET EXHIBIT "G" RICHMOND AVENUE VACATED PARCEL That portion of Richmond Avenue right-of-way lying south of Relocated Maine Street and north of the existing north right-of-way line of State Road 50, located in Section 20, Township 22 South, Range 28 East, Orange County, Florida. The Richmond Avenue Vacated Parcel expressly excludes the existing Maine Street. • 11/12/98 006.105532.6 THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: • Paul E.Rosenthal,Esq. FOLEY&LARDNER 111 North Orange Avenue,Suite 1800 Post Office Box 2193 Orlando,Florida 32802-2193 (407)423-7656 THIS INSTRUMENT SHOULD BE RETURNED TO: Jean Grafton,City Clerk City of Ocoee 150 N.Lakeshore Drive Ocoee,Florida 34761 For Recording Purposes Only EXHIBIT "H" NON-EXCLUSIVE TEMPORARY CONSTRUCTION EASEMENT AGREEMENT THIS NON-EXCLUSIVE CONSTRUCTION TEMPORARY EASEMENT AGREEMENT (this "Easement Agreement") is made and entered into this day of , 19 , by and between whose address is (hereinafter referred to as the "Grantor"), and the CITY OF OCOEE, a Florida municipal corporation, whose address.is 150 North Lakeshore Drive, Ocoee, Florida 34761 (hereinafter referred to as the "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of that certain real property located in Orange County, Florida, as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference(the "Easement Property");and WHEREAS, Grantee has requested, and Grantor has agreed to grant and convey to Grantee, a non-exclusive temporary easement over, upon and across the Easement Property for the specific and limited purposes hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. The above recitals are true and correct, form a material part of this Agreement and are incorporated herein by reference. Section 2. Grantor hereby gives, grants, bargains, sells and conveys to Grantee a non-exclusive temporary easement over, upon and across the Easement Property for the purposes hereinafter stated (the "Easement"), all subject to the terms, conditions and limitations set forth herein. Section 3. Grantor hereby warrants and guarantees to Grantee that Grantor has fee title to the Easement Property, subject to easements, reservations, restrictions and rights-of-way of record, if any, and that Grantor has full power and authority to grant this Easement as to the Easement Property. Section 4. Grantee's use of the Easement Property shall be for the purpose of Grantee, through itself, its agents, contractors, consultants and employees: (a) performing such activities on the Easement Property as Grantee may deem reasonably necessary in connection with the design, engineering and construction of a certain roadway known as 11/12/98 006.116367.1 Road (the "Road") which is to be.located adjacent to and in the vicinity of the Easement Property, and (b) tying in and harmonizing the Easement Property and the driveways, walkways and other improvements thereon with the construction of the Road to be undertaken by the Grantee in conjunction with the aforesaid activities 'on the Easement Property. Notwithstanding the foregoing, this Easement is granted upon the condition that the sloping and/or grading upon the Easement Property shall not extend beyond the Easement Property and that all grading or sloping shall conform to all existing structural improvements within the Easement Property and all work will be performed in such a manner that existing structural improvements will not be damaged. Section 5. This Easement is non-exclusive, and Grantor reserves to itself, its successors and assigns, the non-exclusive right to use, pass and repass over and upon the Easement Property. Each party shall use the rights granted and reserved by this Easement Agreement with due regard to the rights of the other party to use and enjoy the Easement Property. Section 6. This Easement shall terminate upon the earlier of(a) the completion of the construction of the Road as certified by the City, or (b) ( ) months from the date hereof. Upon termination of this Easement, Grantee shall record a Notice of Termination in the Public Records of Orange County, Florida. Section 7. Grantee shall, at its sole cost and expense, restore any improvements on the Easement Property that are damaged by Grantee incident to its construction of the Road to a condition which approximates as closely as is reasonably practicable the condition of said improvements prior to being damaged by Grantee. Section 8. To the extent permitted by law, the Grantee agrees to indemnify and hold harmless the Grantor from and against any and all claims, actions, causes of action, loss, damage, injury, liability, cost or expense, including without limitation attorneys' fees and paralegal fees (whether incurred before, during or after trial, or upon any appellate level), arising from the Grantee's use of the Easement Property or from the exercise by the Grantee of any rights granted by this Easement Agreement. Section 9. To the extent that any rules, regulations or ordinances of the Grantee or any previously existing development approvals or any agreements between the Grantor (or its predecessors in interest) and the Grantee require that certain improvements, including but not limited to walls, signage, landscaping, irrigation and berming, be constructed or installed within all or any portion of the Easement Property, the Grantor agrees that it shall not construct or install any such improvements within the Easement Property until the earlier of(i) the date of termination of this Easement Agreement, or(ii) the written approval by the Grantee of a specific improvement within the Easement Property. The aforementioned restrictions may be waived by Grantee in whole or in part, at the Grantee's option. The Grantor may from time- to-time request the approval of Grantee to construct or install certain improvements within the Easement Property and Grantee covenants and agrees to grant such approval unless the Grantee makes a good faith determination that such improvement will interfere with the exercise by Grantee of its rights and privileges under the terms of this Easement Agreement. Grantee covenants and agrees that it will not defer or delay the issuance to Grantor of any building permits, certificates of completion or certificates of occupancy because of the inability of the Grantor to complete improvements within the Easement Property due to the restrictions imposed by this Easement Agreement; provided, however, that the Grantor shall, at Grantor's sole cost and expense,promptly complete any such deferred or delayed improvements upon the termination of this Easement Agreement or the waiver of such restriction by the Grantee. Nothing contained in this Section shall be construed to release or discharge the Grantor from any of its obligations and responsibilities with respect to improvements to be constructed or installed within the Easement Property. This Section is intended only to affect the timing of the Grantor's compliance with any such obligations and responsibilities. Section 10. This Easement Agreement shall be binding upon and inure to the benefit of the parties specified herein, their respective legal representatives, successors and assigns, and the benefits and burdens hereof shall run with the Easement Property. 006.115367.1 -2- Section 11. This Easement Agreement may be modified or amended only upon the mutual written consent of Grantee and Grantor, or their respective legal representatives, successors and assigns. • IN WITNESS WHEREOF, the parties hereto have subscribed their names and have caused this Easement Agreement to be executed as of the day and year first above written. Signed, sealed and delivered GRANTOR: in the presence of: Print Name: Print Name: M GRANTEE: CITY OF OCOEE, a Florida municipal corporation By: Print Name: Mayor Attest: City Clerk Print Name: (SEAL) ' FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 19 LEGALITY this day of UNDER AGENDA ITEM NO. • , 19 FOLEY&LARDNER By: City Attorney • -3- 006.115367.1 STATE OF FLORIDA ) COUNTY OF ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgements, personally appeared before me of and who ❑ is personally known to me, or who ❑ • produced as identification, and who acknowledged that he/she executed the foregoing instrument freely and voluntarily for the uses and purposes expressed therein. 'WITNESS my hand and official seal in the County and State last aforesaid this day of , 19 Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared and well known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, and that they severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily under authority duly vested in them by said municipality. They are personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this day of ,19 Signature of Notary Name of Notary(Typed,Printed or Stamped) Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): 006.115367.1 -4- uiarr IH RS ROBINS 4,,PA 407 244 56S0 P.82465 s<,aty MIERNZAREEL Beginning eta point 10 chains East ofa point2099 chains North of the Southwest Hof Section 20.Township 22 South.Range 28 Fast and roost 10 chains;South 10.43 c West 10 chains,North 1048 chains to the point of beginning MSS the tight of way for the A.CL Railroad and the right of way forthe State Road;, AND Commencing at point 10 chains Fast of the Southwest comer of Section 20,Township 22 South,Range 28 East.net East along the Section 10.20 chains;North 10 ci West 10.20 claim South 10 cbeins to the point ofbeginnitic LESS that part West of the Railroad;LESS the Railroad right of way and LESS the right ofway far State Road; More parecularly described as follows: From the Southwest cotner of the Southwest 1/4 of Section20,Township 22 South,Range 28 East,Orange County,Florida,tunN.00°14'15"E,along the West line of said Section 20 a distance of 1383.54 feet to the Northwest coraerofthre Southwest 1/4 oft sSouthwest 1/4 of said Section 20;thence S...•°S8'O1"E.along the North line of said Southwest 1/4 of the Southwest 1/4 a distance of 664.92 feet to the Northwest corner of the Northeast 1/4 ofthe Southwest 1/4 of the Southwest 1/4 of said Section 20;thence S-0043'06"W.along the West line of said Northeast 1/4 of the Southwest 1/4 of the SouthWest 1/4 a distance e of 4.75 feet to the point of beginning on a curve on the Smith tight away line of Maine Street,said save being concave Northerly andhaviag a radius of 540.78 feeg thenee from atang=beating of S_7581917'E.tun Easterly along the arc of said curve and said South right of way line 126.98 feet through a central angle of 13°27'14"to the point oftangency;thence S.88•4711"E.along • said South right of way line424.3S feet to the point of curvature oft curve concave Southwesterly and having radius of 8736 feet;thence run Southeasterly along the arc of said curve 135A5 feet through a accrual angle of 88`50'18"to the point oftattgency on the West right of way line ofRichmond Avenue;thence S-o0.03'07"W.aleatg said West tight of way line 1186.95 thetto the intersection of said West right of way line with the Easterly rightofwayline of Clareona OcoeeRoad;t enceN39°19'OYW.along said Easterly right of way line 71274 fen to the pointofcutvature ofa curve concave Northeastedy and having a radius of 5735-72 feet;thence nm Northwesterly along the arc of said curve and said Eastudyrightof way line 300.93 feet through a central angle of 03°0022"to said West line of the Northeast 1/4 of the Southwest 1/4 of the Southwest 1/4;thence N_00°13'06"E.along said West line 511.76 feet to the point of beginning,containing therein 12.9783 acres more or less. S/3 35Vd CbLt+Hb9'0I rl3N0'l 1 UNtl A3103'14OMd.6b'0r ee-Cr-AON is—i»a troy GRAY FARRIS RDBINStY1 PA 407 244 5690 P_03405 • EXHIBIT"If" CCN PROP PARCEL 1. A tract offend lying 30.00 feet either side of the centedthe of Seaboard Coastline Railroad and East of the West section line of Section 20,Township 22 South,Range 28 East said centerline described as follows: Commence at the Southwest st corner of the Southwest 1/4 of Section 20,Township 22 South, Range 28 East,thence nm N 00°12'54"W.1646.47 feet along the West section line for a point of beginning theme S.35°5124" .705.94feettothepointoftennination. Subject to , for Stare Road No.439. (O.R.Book 3669,Page 1602) AND PARCEL 2 All that part of the South 12 of said Northwest 1/4 ofthe Southwest 1/4 of Section 20,Township 22 South,Range 28 East,lying West of railroad right-of-way. AND All that part of the South 12 of the Northwest 1/4 of the Southwest 1/4 ofsaid Section 20,lying East of Raikaad right-of-way and West of Chong Ocoee Road(OR.Book 3517,Page 1381). AND PARCEL 3 All that part of Northwest 1/4 ofthe Southwest 1/4 of the Southwest 1/4 of Section 20,Township 22 South,Range 28 East, Com9,Florida,lying West of the Florida Midland Railway, and mote particularly described: Beginning at a point in the section line on the West side of said Section 20,at a point 10 chains North ofthe Southwest coma ofsaid Section,ran East 9 chains more or less to right of--way ofthe Florida Aftdland Railway;thence in a Northwesterly direction along said right-of-way to North beLmdaty of said Southwest 1/4 of the Southwest U4;thence West to Section line;;thence South on Section line to the point of beginoieg(containing 5 ages more or less). Less right-of--way for Maguire Road,as recorded in O.R.Book 1294,page 767, Public Records of Orange County,Florida(Olt.Book 3517,Page 1380)- LESS Commence at the Southwest corner of the Southwest 114 Section 20,Township 22 South,Range 28 East,thence nm!100°12'54"W.691.70 feet along the West line of Section 20,Township 22 South,Range 28 East,them S.89°40'46'1E.342.08 feet along the South line of the Northwest 1/4 of the Southwest 1/4 of the Southwest 1/4 ofsaid section 20 for a point of begimiling N.15°49'19"W.290.12feet;thence N54°21'11'B.150.343f thenceS35°512 55�00 feet;thence N 89°40'46"W.310.00 feet to the point of beginning. (O,R.Book 3669,Page 1549) AND PARCELS 1,2 AND 3 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: Ong at the Southwest corner of the Southwest 1/4 of Section 20,Township 22. South, Range 28 East.Orange Cam,,Florida,rem N.00°14'15`E.along the West line audit Section 20 a distance of691.77 feet to the southwest comer of the' the Southwest 1/4 of said Section M 1/4osoouth Southwest 1/4 of Northwest 1/4 of the southwest 1/o Southwest 4 aE.along the sot lite to the distance of 30.00 feet to the point of Page 1 of 2 S/E 3'JHd Eb2.t+6b9'01 2I3NOdw1 ONV A37O3'W083 0S•0t 66-EL-AON urowr Hil4G5 ROBINSir! PA 49?244 5690 P.04 435 beginning on the Easterly right-of-way lino of Maguire Road,as recorded in O.R.Book 1294, Page 767,Public Records of Orange County,Florida theme ruin N 00°14'IS"E along of way line 255.67 feet to the point of anaemia ofa nave concavey said right- of-way razes of 5 087�thence tun No�vves�]y the am ofsaid dand having y li01 2.63 feet hrough awl of18°59'45"to said West line ofSew20; therm Northwest 1/4 of the Southwest I/d West/44 of2 aid Section 20;.06 feet to the Southwest corneruN 0the South I along of said West line of Section adistance of 628.09 feet to a point on theta N.00 If right-of-way uthsaid Bluford Avenue(formerly Clemons OcoeeWesterly nong sa right-of-way South line 8856�to the �thence 5.25°2215 Ealongsaid agM-of--way 1 n 8.83 point of a curvet=ofa curve concave No ly and having a radius of feet thence nut Southeasterly along the arc of said curve and said right-of--way line 120.23 feet through a central angle of 03°SE20"to a point on the Easterly line of a 60.00 feet seaboard system isilroad right-of-way(as desedbed in O.P..Book 3607,Page 2027);thence nun S35°19229"E.along said Easterly line 586-61 feet them leaving said Easterly,line,rim 5.54'40'23"W.210.84 feet;thence S.1S°13'22"E.290.12 feet to apoint on said South flue of the Northwest U4 of the Southwest 1/4 of the Southwest 1/4 of Section 20;thence run N S9°l4'S4"W.along said South line,310.93 feet to the Point of acres more or less. containing 5.7454 Page 2 of 2 S/b 3:Jtld EbL t+B69°O I 213NOa ] UMW A3'103°N0213 I S°0I SS-E t-AON genre HFlRRIS ROBINSON PA 40? 244 56% P.es/as CAMBRAZARM That part of the South I2°fuse Northwest 1/4 of the Southwest 1/4 of Section 20,Township 22 South,Range 28 East,Orange Comty,Florida,lying East ofClancona Ocoee Road and South of Maine Skeet AND That pert ofthe Northwest 1/4 of the Southwest 1/4 of the Southwest 1/4 of said Section 20, lying East of Clarcona Ocoee Road and South ofMa es Sheet More particularly thtsenbed as follows: From the Southwest comer of the Southwest 1/4 of Section 20,Township 22 South.Range 28 mange County,Florida,nmN.00°1415'E.along the West lineofsaid Section 20a distance of 138354 feet to the Southwest comer ofthe South 1t2 ofthe Northwest 1/4 ofthe Southwest 1/4 of said Section 20;thence S.88°58/1"E.along the South line ofsaid South 1/2 of they Northwest 1/4 of the Southwest 1/4 a&stance of 290.79 feet to the point of beginning on the Easterly right of way line of Clamona Ocoee Road;thence run N35'20'45"W.along said Easterly right ofway line 84.06 feet to the pointofauvat=ofa curve concave Northeasterly and having a radius of 1688.83 feet;thence Northerly along the are of said curve and said Easterly right of way line 23424 feet through a central angle of 07'56149e to the won of said Easterly tight of way line with the Southerly right of way lien of Maine Street;thence 5.61°1T01"E.along said Southerly right of way line 480.76 feet to the point ofcurvaturrofa curve concave Northerly and halving a radius of540.78 fad thence Easterlyalongthe are ofsaid curve and said Southerly right of way line 132.60 feet through a central angle of 14°02'56"to the East line of the Northwest 1/4 of the Southwest 1/4 ofthe Southwest 1/4 of said Section 20; deem S.00°13'06"W.alongsaid Eastline 511.76 feet apoint on said Easterly right away line of Clancoea Ocoee Road,said point being an a curve concave Northeasterly and having a radius of 5735.72 feet;thence from a tangent bearing ofN.36°18147"W.rem Northwesterly along the arc of said curve and said Easterly right of way line 96.83 feet through a cabal angle of 00'58'02"to the point of tangency;thence N3S°20"45"94/,along said. Easterly right of Way line 545.25 feet to the point of beginning,containing therein32654 yes more or less. • • • TOTAL P.05 9/S 3 Jttd E fL t+9b9'Q I 213N021y'I (Mid Aa1O I WO?I3 I S'0 t t36-E l-AON