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HomeMy WebLinkAboutItem 02 Approval of Development Agreement and Road Transportation Impact Fee Credit Agreement for Ocoee Crown Point Mixed Use Project City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: June 20, 2023 Item #: 2 Contact Name: Michael Rumer Department Director: Michael Rumer Contact Number: Ext. 1018 City Manager: Robert Frank Subject: Approval of Development Agreement and Road Transportation Impact Fee Credit Agreement for Ocoee Crown Point Mixed Use Project (Wire Development). (Development Services Director Rumer) Background Summary: On September 21, 2021, the City Commission directed City Staff to proceed with contract negotiations following Wire Development’s unsolicited offer to purchase the city-owned property located within the Crown Point PUD. On February 17, 2022, the City and Wire Development entered into an Agreement for Purchase and Sale. A Preliminary Site Plan has been approved reflecting the development of 315 multi-family dwelling units and 20,000 square feet of commercial space. As part of the development approval process, Staff is requesting approval of the attached Development Agreement and Impact Fee Credit Agreement between the City and Wire Development. The Development Agreement provides for the following: • New Public Road: The Developer will construct a new public road including sidewalks, underground utilities, streetlights, offsite intersection improvements and landscaping (the “New Road”) that will serve as the primary access to the project. The New Road shall be constructed by the Developer at its sole cost and expense and the Developer shall be entitled to impact fee credits to receive full reimbursement of the construction of the New Road as provided in the Impact Fee Credit Agreement. Upon completion of the New Road, the Developer will convey the new road to the City. • Restricted Parking: The Developer shall have the right to restrict parking on the New Road from six (6) p.m. until nine (9) a.m. during the week and Friday six (6) p.m. to Monday nine (9) a.m. on weekends for residents of the multifamily building(s). • Stormwater Management System: The Developer will be permitted to connect to and discharge into the Crown Point PUD Master Stormwater System. • Signage: The Developer will provide the City with a master signage plan with proposed uses outlined in the Development Agreement. • Park: The Developer will deed acreage to the City to be used for a park adjacent to the West Orange Trail. The Developer will construct, install and maintain the park and related amenities. The City will provide park impact fees in the amount of Three Hundred Thousand Dollars ($300,000.00) once the park and related amenities are completed and approved by the City. • Average building heights, building construction, parking and phasing: requirements are included in the Development Agreement. • Waiver Table: A waiver table is included in the Development Agreement reflecting certain waivers from the Land Development Code and the Crown Point Declaration of Conditions of Approval. Page 9 of 252 City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org The Impact Fee Credit Agreement provides: • Reimbursement: Developer shall be entitled to receive reimbursement for design, engineering, permitting and construction of the New Road Improvements via Impact Fee Credits and direct cash reimbursements for any costs in excess of the Impact Fee Credits. The total amount of estimated reimbursement is One Million Four Hundred Thousand and No/100s Dollars ($1,400,000.00) based upon the approved PSP. • Impact Fee Credit: The Developer shall be entitled to receive Impact Fee Credits at the time of issuance of each building permit for a total amount of Eight Hundred Twenty-five Thousand and no/100s Dollars ($825,000.00) for the New Road based upon the actual cost of surveying, engineering, design, permitting and construction of the New Road. Issue: Should the Honorable Mayor and City Commissioners approve the Development Agreement and Impact Fee Credit Agreement for Wire Development? Recommendations: Staff respectfully recommends that the Honorable Mayor and City Commissioners approve the Development Agreement and Impact Fee Credit Agreement for Wire Development. Attachments: 1. Development Agreement 2. Impact Fee Credit Agreement Financial Impacts: None Type of Item: Consent Page 10 of 252 1 THIS DOCUMENT PREPARED BY AND RETURN TO: Scott A. Cookson, Esq. Shuffield, Loman & Wilson, P.A. 1000 Legion Place. Suite 1700 Orlando, FL 32801 DEVELOPMENT AGREEMENT (Wire Development LLC) This DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this day of , 2023 (“Effective Date”), by and between the CITY OF OCOEE, a Florida municipal corporation, whose mailing address is 1 N. Bluford Avenue, Ocoee, Florida 34761, Attention: City Manager (“City”), and WIRE DEVELOPMENT LLC, a Florida limited liability company, with an address of 101 S. 12th Street, Suite 101, Tampa, Florida 33602 (the “Developer”). The City and the Developer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” WITNESSETH: WHEREAS, Developer is under contract to purchase certain property located in the City of Ocoee, Orange County, Florida legally described in Exhibit “A” attached hereto and incorporated herein by this reference (“Property”); and WHEREAS, the Property is commonly known as the Ocoee Crown Point Mixed Use Development (the “Project”). Development of the Project is described in more detail on that certain Preliminary Site Plan approved by the Ocoee City Commission on July 19, 2022 (the “PSP”); and WHEREAS, the provisions of Section 4-5B(5) of Article IV of the Ocoee Land Development Code (the “Code”) requires that the Developer and the City enter into a development agreement incorporating all plans and conditions of approval by reference; and WHEREAS, the City confirms that this Agreement is consistent with and an exercise of the City’s powers under the Municipal Home Rule Powers Act; Article VII, Section 2(b) of the Constitution of the State of Florida; Chapter 166, Florida Statutes; all City Rules; other controlling law; and the City’s police powers, and is a non-statutory development agreement which is not subject to or enacted pursuant to the provisions of Section 163.3220-163.3243, Florida Statutes; and WHEREAS, on or about even date herewith, City and Developer are entering into that certain Road Transportation Impact Fee Credit Agreement (the “Transportation Impact Fee Credit Agreement”) relating to the Developer’s rights and obligations relating to the construction of the New Road Improvements (as hereinafter defined) and receipt of Transportation Impact Fee Credits as more particularly set forth in the Transportation Impact Fee Credit Agreement and Sections 4 and 5 of this Agreement. Page 11 of 252 2 NOW, THEREFORE, for and in consideration of the mutual obligations contained herein and the sum of ten dollars ($10.00) and other good and valuable consideration the sufficiency of which is hereby conclusively acknowledged the Parties agree as follows: AGREEMENT Section 1. Recitals. The above recitals are true and correct and incorporated herein by this reference. Section 2. Development of the Property. A. Development Approvals. Except as expressly set forth herein to the contrary including but not limited to those various waivers set forth in the wavier table attached hereto and incorporated herein by reference as Exhibit “G” (the “Waiver Table”), nothing herein will be construed to grant or waive on behalf of the City any development approvals that may be required in connection with the PSP or approved Final Site Plan (the “FSP” and collectively with the PSP, the “Approved Plan”) for Developer’s development of the Property. Except as expressly set forth herein to the contrary, the Developer must comply with all applicable procedures and standards related to the development of the Property. B. Compliance with Code and Approved Plans. Except as expressly set forth herein to the contrary including but not limited to those various waivers set forth on the Waiver Table, it is agreed that (1) the Project shall comply with the zoning and subdivision regulations of the City as set forth in the Ocoee Land Development Code, as it may from time to time be amended, and (2) the Approved Plan, and all other preliminary and final site plans and plats for the Property or any portion thereof, shall conform to the Ocoee Land Development Code requirements in effect at the time of approval of any such plans/plats. In the event of any conflict between the provisions of the Ocoee Land Development Code, as it may from time to time be amended, and this Agreement, it is agreed that the provisions of this Agreement shall control. Section 3. Maximum Density. Maximum density of the Project as reflected on the Approved Plan shall be as follows: A. 315 multi-family dwelling units; and B. 20,000 square feet of commercial space. Section 4. New Road Improvements; Impact Fee Credits. Subject to the terms and conditions of this Agreement, Developer shall, at Developer’s sole cost and expense, design, engineer, and construct to City standards and subject to approval by the City, a new public road (the “New Road Improvements”) including, but not limited to the associated underground utilities, sidewalks, streetlights, offsite intersection improvements and landscaping as shown on the PSP as shown on Exhibit “B” attached hereto and incorporated herein by this reference. City acknowledges that Developer shall be entitled to receive full reimbursement for design, engineering and construction of the New Road Improvements and associated offsite improvements via receipt of transportation impact fee credits (“Transportation Impact Fee Credits”) and direct cash reimbursement for the costs of the New Road Improvements that are in excess of the Page 12 of 252 3 Transportation Impact Fee Credits assigned to Developer. City agrees that Developer shall be entitled to receive Transportation Impact Fee Credits at the time of issuance of each building permit for an estimated total amount of Eight Hundred Twenty-five Thousand and no/100s Dollars ($825,000.00), which estimated amount is subject to revision based on the Approved Plan. City and Developer agree and acknowledge that the current total cost estimate of the design, engineering and construction of the New Road Improvements is estimated at approximately $1.4 million based on the PSP; provided, however, that the final reimbursement amount shall be determined based on all fees, costs and expenses incurred by Developer relating to the final design and engineering of the New Road Improvements as approved by the Parties and all actual costs and expenses incurred by Developer in connection with construction of the New Road Improvements based on the final design and engineering as approved by the Parties. Upon commencement of construction of the New Road Improvements by Developer, Developer shall submit to the Development Services Department, on a monthly basis, in arrears, a completed Impact Fee Credit form (the “Impact Fee Credit Form”) as shown on Exhibit “C” attached hereto and incorporated herein by this reference, including such supporting documentation as the City may reasonably request to evidence Developer’s payment of all fees and costs relating to the design, engineering, permitting and construction of the New Road Improvements. Upon receipt and approval of such documents, City shall assign the Transportation Impact Fee Credits to Developer which Developer shall be permitted to use to satisfy the road and transportation impact fees associated with Developer’s Project. For any reimbursement amounts that are in excess of the Transportation Impact Fee Credit, City will reimburse the Developer within sixty (60) days of submittal of Developer’s invoice and supporting documentation for amounts in excess of the Transportation Impact Fee Credit. Developer shall keep or provide for retention of adequate records and supporting documentation which concern or reflect total project costs of the New Road Improvements. This information will be available to City, or its duly authorized agent or representative, for audit, inspection or copying, at City’s sole cost and expense, for a minimum of five (5) years from the completion the New Road Improvements and final reimbursement to the Developer. Section 5. New Road Improvements Ownership/Dedication, Restricted Parking and Maintenance. Upon completion of construction of the New Road Improvements and acceptance by the City, Developer shall convey the New Road to the City by Special Warranty Deed, such that upon conveyance, the New Road shall become a public right-of-way. Following the conveyance of the New Road by Developer to the City, City shall be responsible for all costs and expenses, except as provided in this Section, associated with maintaining, repairing and replacing the New Road Improvements, which New Road Improvements shall be maintained, at all times, in the same condition as existed as of the acceptance of the New Road by the City and delivery of the Special Warranty Deed relating to the conveyance of the New Road Improvements from the Developer to the City, normal wear and tear excepted. Notwithstanding that the New Road shall become a public right-of-way following acceptance by the City and conveyance to the City via the Special Warranty Deed, City agrees to permit Developer to restrict public parking in those certain parking spaces along the New Road Improvements as shown on Exhibit “D” attached hereto and incorporated herein by this reference (the “Restricted Parking Spaces”). Said restriction shall be permitted from six (6) p.m. until nine (9) a.m. daily during the week and Friday from six (6) p.m. to Monday nine (9) a.m. on weekends for residents of the of the multifamily building(s). Developer acknowledges and agrees to be responsible for the costs and expenses of maintaining, Page 13 of 252 4 repairing and replacing the Restricted Parking Spaces, which maintenance of the Restricted Parking Spaces shall be maintained, at all times, in the same condition as existed as of the acceptance of the New Road by the City and delivery of the Special Warranty relating to the conveyance of the New Road from the Developer to the City, normal wear and tear excepted. City agrees and acknowledges that Developer is developing a mixed-use village project and that the New Road Improvements provide primary access to the Project, which are a material inducement for Developer to enter into this Agreement and to construct the Project. City agrees to maintain the New Road Improvements, with the exception of the Restricted Parking Spaces, in accordance with the City’s past and current practices regarding roadway maintenance. Section 6. Stormwater Management System. City and Developer agree and acknowledge that a master stormwater system exists with respect to the development of the Ocoee PUD (the “Master Stormwater System”) and that Developer shall be permitted to connect to and discharge to the Master Stormwater System at such locations as shown on Exhibit “E” attached hereto and incorporated herein by reference in connection with Developer’s Project. Section 7. Signage. A. Master Signage Plan. Developer will provide City with a master signage plan for the Project to include all sign types and locations. City will provide approvals in accordance with the proposed uses and as outlined below. B. Monument Signs. City and Developer acknowledge and agree that the master monument sign plan as shown on the approved Crown Point PUD Plan shall be amended to permit two (2) monument signs on the north tract (the “Northern Monument Signs”) and one (1) monument sign on the south tract (the “Southern Monument Sign”) of the Property in locations provided on the Approved Plan and as presently contemplated on the sign plan attached hereto and incorporated herein by reference as Exhibit “F” (the “Sign Plan”). C. Ground Level Commercial Building Signs. City and Developer agree that the ground level commercial units consisting, but not limited to, the leasing office, commercial space, micro commercial and live-work will have wall mounted blade or canopy hanging signs as well as additional storefront signage. Blade or canopy sign locations will be submitted and permitted with the final building permit application and tenants shall be allowed to change faces without further permitting requirements. The City will receive a Master Signage Plan for these locations. D. Retail Signage. The future retail development on the South Tract shall be allowed necessary temporary and permit signage consistent with typical retail outparcels. E. Project Specific Signage. In addition to project related monument signage, Developer may include project related branding, signage or murals on all buildings. Page 14 of 252 5 F. Wayfinding Signage. Signage to provide directions and wayfinding may be installed at locations throughout the Project to identify locations including, but not limited to, the park, West Orange Trail and commercial/retail. Section 8. Park Impact Fee Credits. In exchange for Developer conveying via special warranty deed approximately _____ acres of open space within the Project to the City after Developer’s construction and installation of amenities for a park adjacent to the West Orange Trail, including sidewalks, benches, and other landscape and hardscape elements (the “Park”), City shall provide park impact fees in the amount of $300,000.00 once construction of the park and related amenities are completed and approved by the City. Following conveyance of the Park to the City, Developer agrees to maintain the Park on behalf of and at the direction of the City in accordance with the regularly scheduled grounds maintenance for the Project; provided, however, that Developer shall have no liability for any loss, cause, claim, action, damage, or injury suffered in connection with such maintenance other than for the willful misconduct or gross negligence of Developer and its employees or agents. Section 9. Average Building Heights. Building height within the Project provides for up to four (4) stories as long as the average height in the Project does not exceed forty-five (45) feet. Building height is measured in the Ocoee LDC as the vertical distance from the average line of the highest and lowest points of that portion of the lot covered by the building to the highest point of coping of a flat roof, or the deckline of a mansard roof or to the average height of the highest gable of a pitch or hip roof. For the four story and mixed-use buildings in this project, the height measurement exceeds 45 feet due to additional clearance heights for commercial space and enhanced elevations; however, the average building height for the project is less than 45 feet. As such, the City will provide a variance for the four story and mixed use buildings per the approved elevations in the Approved Plan. Section 10. Building Construction. City agrees and acknowledges that Developer shall be permitted to construct all buildings with wood frame construction and Developer shall not be obligated to construct any portion of such buildings with concrete block, nor shall Developer be required to install elevators within any building which is three (3) stories in height or less, unless Developer elects to do so, in Developer’s sole and absolute discretion. Section 11. Trees. The Developer and City have collaborated on a plan that provides a walkable urban scale neighborhood. City agrees to provide necessary waivers for reduction in trees and landscaping based on the urban mixed-use nature of the Project and enhanced recreation and wellness areas, which shall be included on the Approved Plan. Developer will make efforts to save existing trees on the Property and has provided a potential tree save plan as part of the Approved Plan; however, Developer and City acknowledge and accept that trees will be extremely difficult to save due to the challenging grading and earthwork activities necessary for development of the site. Final approved landscape plan is included with the Approved Plan and any waivers shall be granted, Section 12. Parking. The Developer submitted parking plan to the City as part of the Approved Plan approval process. The Project objective is to provide a walkable urban scale, mixed use neighborhood with shared parking arrangement. City agrees to provide necessary waivers for Page 15 of 252 6 reduction in parking count and/or stall sizes based on the urban mixed-use nature of the Project, which waiver shall be included on the Approved Plan. Section 13. Phasing. Developer may construct the Project in two or more phases, which shall be at Developer sole and absolute discretion. Section 14. Covenants Running with the Land/Assignment. The terms, provisions, covenants, conditions and restrictions set forth in this Agreement and the rights, privileges and benefits and duties, obligations and burdens assigned, granted, imposed and created pursuant to this Agreement shall and are hereby declared to be covenants running with the title to the Property. This Agreement shall legally benefit and bind the Developer and its respective successors and assigns. Section 15. Force Majeure. Except as otherwise expressly set forth in this Agreement, if Developer’s performance of any act (other than the payment of money) required hereunder is impractical, impossible, delayed, hindered, or prevented by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, pandemic or epidemic health occurrences as declared by applicable governmental or world health organizations, health events resulting in government mandated quarantine, shelter- in-place, travel restrictions, government office shut-down and/or moratoria, or other government- directed cessation of business related to pandemic or epidemic health occurrences, riots, terrorist acts, insurrection, adverse weather conditions, war or other reasons of a like nature not the fault of the Developer delayed in performing work or doing acts required under the terms of this Agreement (all of such reasons or causes referred to in this Agreement as “force majeure”), then performance of such acts shall be excused for the period of the delay, and the period within which the performance of such act may be required hereunder shall be extended by a period equivalent to the period of such delay plus thirty (30) days. In any case where work is to be paid for out of insurance proceeds or condemnation awards or other similar such proceeds, due allowance, not to exceed ninety (90) days in the aggregate, shall be made, both to the Party required to perform such work and to the Party required to make such payment, for delays in the collection of such proceeds and award. Section 16. Legal Proceedings, Attorneys’ Fees. In the event that either Party shall institute litigation or other legal proceedings against the other to interpret or enforce any term, provision, warranty, covenant or condition set forth in this Agreement, the prevailing Party in such litigation or other legal proceedings following all appeals therefrom, if any, shall be entitled to recover from the non-prevailing Party in such litigation or other legal proceedings reasonable attorneys’, paralegals’, and experts’ fees and expenses and court costs incidental thereto, including those incurred on any bankruptcy proceeding and/or appeal of a lower court decision. Section 17. Notices. 1. All notices provided for in this Agreement shall be in writing and delivered to the addresses below: Page 16 of 252 7 City: City of Ocoee Attention: City Manager 1 N. Bluford Avenue Ocoee, Florida 34761 With a copy to: Shuffield, Lowman & Wilson, P.A. 1000 Legion Place, Suite 1700 Orlando, Florida 32801 Attn: Scott A. Cookson, Esq. Email: scookson@shuffieldlowman.com Developer: Wire Development 101 South 12th Street, Suite 101 Tampa, Florida 33602 Attn: Holly Collins-Garcia Email: Holly@wiredevco.com With a copy to: Johnson, Pope, Bokor, Ruppel & Burns, LLP 401 Jackson Street, Suite 3100 Tampa, Florida 33603 Attention: Joseph P. Covelli, Esq. Email: jcovelli@jpfirm.com 2. Any notice, request, demand, instruction or other communication to be given to either Party hereunder, shall be in writing and shall be hand-delivered, sent by Federal Express or a comparable overnight mail or delivery service, mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, by electronic mail (email), or transmitted by facsimile or telecopier to the Parties and their listed co-recipients, at their respective addresses and/or facsimile numbers set forth herein. Any notice delivered as aforesaid shall be deemed delivered immediately upon mailing, delivery to an appropriate carrier, or receipt or refusal of delivery of said notice, whichever is earliest. The inability to deliver because of change in address of which no notice is given shall be deemed to be a receipt of the notice, demand and request. The Party claiming delivery of notice via telecopier or facsimile shall have the burden of proving notice was in fact sent, which burden can be carried without further evidence if confirmed by the transmitting telecopier or facsimile machine. Any communication sent by electronic mail, facsimile or telecopier shall promptly be followed by a copy delivered by one of the other approved methods. Receipt shall be deemed to have occurred if delivered to an authorized agent or any employee of the addressee or of the addressee’s company. A time period in which a response to any notice, demand or request must be given pursuant to the terms of the Agreement, shall commence to run from the date of receipt. Any Party may change the address for receiving notices, request, demands, or other communication by not less than three (3) days prior notice in Page 17 of 252 8 accordance with this Section. Telephone numbers are provided for convenience only. Notice from a Party’s attorney shall constitute legal notice hereunder. 3. City and Developer may from time to time notify the other of changes regarding where and to whom notices should be sent by sending notification of such changes pursuant to this Section. Section 18. Miscellaneous Provisions. 1. Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement between City and Developer concerning or with respect to the topics addressed in this Agreement. City agrees and acknowledges that the City and OCPS previously recorded that certain Declaration of Conditions of Approval (Ocoee Crown Point PUD), recorded September 30, 2003, in Official Records Book 7127, Page 4804, as amended by that certain First Amendment to Declaration of Conditions of Approval, recorded September 27, 2005, in Official Records Book 8215, Page 4805, that certain Second Amendment to Declaration of Conditions of Approval recorded September 27, 2005, in Official Records Book 4825, that certain Third Amendment to Declaration of Conditions of Approval recorded August 14, 2014, in Official Records Book 10790, Page 4987 and that certain Fourth Amendment to Declaration of Conditions of Approval recorded September 5, 2019 as Document No. 20190543880 in the Public Records of Orange County, Florida (collectively, the “Conditions of Approval”). City hereby agrees only the following Prior Conditions of Approval shall remain binding on the Property: Conditions of Approval 2, 5, 13, 25, 26, 27, 28, 30, 32, 33, 36, 40, 42, 44, 50, 51, 53, 55, 59, 64, 65, 66, 67, 84-91, 93, 98, 103, 106 and 107. 2. Relationship of the Parties. This Agreement does not evidence the creation of, nor shall it be construed as creating a partnership or joint venture between the City and Developer. Developer cannot create an obligation or responsibility on behalf of City or bind City in any manner. Each Party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each Party acknowledges that none of the other Parties hereto is acting as a fiduciary for or as an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. 3. Agency. Developer and City, and their agents, contractors and subcontractors, shall perform all activities described in this Agreement as independent entities and not as agents of one another. 4. Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of City’s right to sovereign immunity for tort claims under and subject to § 768.28, Florida Statutes. 5. Captions, Section and Paragraph Headings. Captions, section and paragraph headings contained in this Agreement are for convenience of reference only and are in no way intended, and shall in no way be deemed, to define, describe, extend or limit the scope, content or intent of this Agreement or of any particular term, provision, section or paragraph hereof. Page 18 of 252 9 6. Modification, Amendment or Termination. This Agreement may not be changed, modified, amended or terminated except as expressly set forth in a separate writing signed by both of the Parties to this Agreement or their respective successors in interest or title. 7. Recording in Public Records. Developer shall ensure that this Agreement is recorded among the public records of Orange County, Florida promptly after the execution of the Agreement by all Parties. 8. Indemnification. Developer hereby indemnifies and holds City and its elected and appointed officials, employees and agents harmless from and against any and all claims (at law or in equity), disputes, lawsuits, injuries, damages, attorneys’ fees and all adverse matters in any way arising out of or relating to the risks assumed by Developer under this Agreement. 9. Default. Failure by a Party to perform any of its obligations hereunder shall constitute default hereunder, entitling the non-defaulting Party to terminate this Agreement or to pursue the remedies of specific performance, injunctive relief or damages as set forth in this Agreement. Prior to termination of this Agreement, the non-defaulting Party exercising such right shall first provide the defaulting Party with written notice specifying such default and the actions needed to cure same, in reasonable detail. Upon receipt of said notice, the defaulting Party shall be provided thirty (30) day opportunity within which to cure such default. 10. Bankruptcy. In the event (a) an order or decree is entered appointing a receiver for Developer or its assets or (b) a petition is filed by Developer for relief under federal bankruptcy laws or any other similar law or statute of the United States, which action is not dismissed, vacated or discharged within sixty (60) days after the filing thereof, then City shall have the right to terminate immediately this Agreement. 11. No Liability or Monetary Remedy. Notwithstanding anything herein to the contrary, Developer and City, on behalf of themselves, and their respective successors and assigns, hereby agree that neither Party shall be liable to the other for any direct, indirect, special, punitive or consequential damages, including but not limited to, damages based on loss of service, revenues, profits or business opportunities, and hereby waive any and all claims and causes of action for the recovery of such direct, indirect, special, punitive or consequential damages. 12. Governing Law; Binding Effect. This Agreement and the construction, interpretation and enforcement thereof shall be construed in accordance with and governed by the laws of the State of Florida and shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors in interest or title. 13. Venue. The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreement, or any breach hereof, shall be Orange County, Florida. Page 19 of 252 10 14. Construction of Agreement. The fact that any one of the Parties to this Agreement shall have drafted or structured or shall be deemed to have drafted or structured this Agreement or any particular term or provision of this Agreement shall not be considered by any court or other tribunal in the construction or interpretation of this Agreement or any particular term or provision of this Agreement, either in favor or to the disadvantage of such Party. 15. Severability. If any of the terms, provisions, covenants or conditions set forth in this Agreement or the application thereof to any particular circumstance shall be held by any Court having jurisdiction to be illegal, invalid or unenforceable under applicable law, the remainder of this Agreement shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent otherwise permitted by law. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be and be taken to be an original, and are collectively but one instrument. 17. Time of the Essence. Time, and timely performance, is of the essence of this Agreement and of the covenants and provisions hereunder. When a date upon which a specified event shall occur or be performed falls upon a weekend or legal holiday, the time allowed for the event or performance to occur shall be extended to 5:00 p.m. on the next succeeding business day. For purposes of this Agreement, a “business day” shall mean any weekday that the banks in the county in which the Property is located are open for business (thereby excluding Saturdays, Sundays and legal holidays). 18. Statutory Development Agreement. This Agreement is not a statutory development agreement pursuant to Chapter 163, Florida Statutes (Florida Local Government Development Agreement Act), and is being entered into by the City pursuant to the City’s home rule authority. SIGNATURES TO FOLLOW Page 20 of 252 11 DEVELOPER: Witnesses: Wire Development, LLC, a Florida limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF FLORIDA COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Wire Development, LLC, a Florida limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 21 of 252 12 CITY: CITY OF OCOEE By: Rusty Johnson, Mayor ATTEST: Melanie Sibbitt, City Clerk Approved as to Form: Scott Cookson, City Attorney STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________________ of the City of Ocoee, Florida, a municipal corporation of the State of Florida, on behalf of the City of Ocoee, Florida. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 22 of 252 Exhibit “A” LEGAL DESCRIPTION The Land referred to herein below is situated in the County of Orange, State of Florida, and is described as follows: PARCEL 1 A portion of Section 6, Township 22 South, Range 28 East, Orange County, Florida, being more particularly described as follows: BEGIN at the Southeast corner of Lot 1, Ocoee Crown Point PUD Phase 1, according to the plat thereof, as recorded in Plat Book 63, Pages 24 through 26, of the Public Records of Orange County, Florida, said point also lying on the North right of way line of West Orange Trail, per Official Records Book 5043, Page 2627, Public Records of Orange County, Florida; thence departing said North right of way line, and along the East and North lines of aforesaid Lot 1, the following eight (8) courses and distances: North 15°51'59" West, a distance of 46.09 feet to a point of curvature of a curve concave Easterly, having a radius of 230.00 feet and a central angle of 41°07'10"; thence Northerly along the arc of said curve a distance of 165.06 feet; thence North 25°15'11" East, a distance of 28.46 feet; thence North 64°44'49" West, a distance of 175.18 feet to a point of curvature of a curve concave Northeasterly, having a radius of 855.00 feet and a central angle of 15°15'38"; thence Northwesterly along the arc of said curve a distance of 227.73 feet; thence North 49°29'11" West, a distance of 487.82 feet to a point of curvature of a curve concave Northeasterly, having a radius of 280.00 feet and a central angle of 23°04'36"; thence Northwesterly along the arc of said curve a distance of 112.77 feet; thence North 26°24'35" West, a distance of 26.74 feet to the South right of way line of Ocoee Crown Point Parkway, per Plat Book 63, pages 24 through 26, of the Public Records of Orange County, Florida; thence departing aforesaid East and North lines of Lot 1, and along said South right of way line the following five (5) courses and distances: North 63°05'17" East, a distance of 60.00 feet to a point on a non-tangent curve concave Easterly, having a radius of 10.00 feet, a central angle of 68°17'57" and a chord bearing of North 07°14'15" East; thence from a tangent bearing of North 26°54'43" West, Northerly 11.92 feet along the arc of said curve to a point of reverse curvature of a curve concave Northwesterly, having a radius of 100.00 feet and a central angle of 28°29'41"; thence Northeasterly along the arc of said curve a distance of 49.73 feet to a point of reverse curvature of a curve concave Southeasterly, having a radius of 10.00 feet and a central angle of 49°04'01"; thence Northeasterly along the arc of said curve a distance of 8.56 feet to a point of reverse curvature of a curve concave Northwesterly, having a radius of 1,730.00 feet and a central angle of 05°41'30"; thence Northeasterly along the arc of said curve a distance of 171.86 feet to the South line of Wetland 1 (Staten Branch), according to the Official Records Book 10450, Page 96, of the Public Records of Orange County, Florida; thence departing said South right of way line and along said South line of Wetland 1 (Staten Branch) the following twenty-two (22) courses and distances: South 61°38'55" East, a distance of 76.25 feet; thence South 81°34'00" East, a distance of 66.61 feet; thence South 44°57'55" East, a distance of 119.80 Page 23 of 252 feet; thence South 36°27'55" East, a distance of 57.50 feet; thence South 42°47'18" East, a distance of 67.80 feet; thence South 49°12'45" East, a distance of 72.19 feet; thence South 32°14'46" East, a distance of 50.38 feet; thence South 31°26'04" East, a distance of 69.99 feet; thence South 75°16'42" East, a distance of 51.73 feet; thence South 46°41'54" East, a distance of 67.26 feet; thence South 66°23'09" East, a distance of 43.50 feet; thence South 67°46'36" East, a distance of 48.28 feet; thence South 72°24'39" East, a distance of 56.14 feet; thence South 85°26'41" East, a distance of 51.81 feet; thence North 82°19'12" East, a distance of 40.21 feet; thence South 84°45'44" East, a distance of 53.70 feet; thence South 87°14'35" East, a distance of 36.13 feet; thence South 80°04'10" East, a distance of 79.45 feet; thence South 84°11'09" East, a distance of 33.89 feet; thence South 72°44'14" East, a distance of 47.40 feet; thence South 80°08'56" East, a distance of 59.73 feet; thence South 80°08'56" East, a distance of 74.39 feet to the West right of way line of County Road 437 (Ocoee-Apopka Road), per Orlando-Orange County Expressway Authority project number 75320-6460-602/603, also being a point on a non- tangent curve concave Easterly, having a radius of 2,351.97 feet, a central angle of 8°16'48" and a chord bearing of South 8°49'00" West; thence departing said South line of Wetland 1 (Staten Branch) from a tangent bearing South 12°57'24" West, Southerly 339.89 feet along the arc of said curve to the North right of way line of aforementioned West Orange Trail; thence departing said West right of way line, South 73°30'51" West, a distance of 535.21 feet along said North right of way line of West Orange Trail to the aforementioned East line of Lot 1, and the POINT OF BEGINNING. Containing 12.26 acres, more or less. AND PARCEL 2 A portion of Section 6, Township 22 South, Range 28 East, Orange County, Florida, being more particularly described as follows: COMMENCE at Southeast corner of Lot 1, Ocoee Crown Point PUD Phase 1, according to the plat thereof, as recorded in Plat Book 63, Pages 24 through 26, of the Public Records of Orange County, Florida; thence South 15°50'01" East, a distance of 39.00 feet to the POINT OF BEGINNING, said point being on the South right of way line of West Orange Trail, a 39.00 foot right of way per Official Records Book 5043, page 2627; thence North 73°30'51" East, a distance of 521.07 feet along said South right of way line to a point on the West right of way line of County Road 437 (Ocoee-Apopka Road), per Orlando-Orange County Expressway Authority project number 75320-6460-602/603, and a non-tangent curve concave Easterly, having a radius of 2,351.97 feet, a central angle of 07°45'27" and a chord bearing of South 00°11'57" East; thence from a tangent bearing of South 03°40'47" West, Southerly 318.45 feet along the arc of said curve and said West right of way line; thence departing said West right of way line, North 90°00'00" West, a distance of 452.37 feet; thence North 15°51'31" West, a distance of 177.07 feet to the aforementioned South right of way line of West Orange Trail, and the POINT OF BEGINNING. Containing 2.69 acres, more or less. Page 24 of 252 Exhibit “B”Preliminary Site Plan Page 25 of 252 City of Ocoee ▪ (407) 905-3100 ▪ www.ocoee.org 1 North Bluford Avenue ▪ Ocoee, Florida 34761 Updated: 8.5.2022 ASSIGNMENT OF RESERVED TRANSPORTATION CREDITS Date: _______________________ The undersigned hereby assigns $ in transportation credits for use in connection with the development of in (Lot Number & Address) (Name of Development) By signing below the undersigned acknowledges that it is the owner and holder of the transportation credits and agrees that these assignments will reduce the reserved credit and account balance accordingly. The undersigned understands that (1) this assignment is subject to the terms and conditions of the underlying documents authorizing the assigned credits, and (2) any building permit must be issued in the name of the Assignee or an additional assignment may be required. Sincerely, Signature Print Name Title: (Must match name in which credits are reserved) STATE OF COUNTY OF The foregoing instrument was acknowledged by me by means of physical presence or online notarization this day of 20 by , who is personally known to me or has produced as identification and who did not take an oath. ___________________________________________ Signature of Notary Public (Seal) Exhibit “C” Impact Credit Form Page 26 of 252 Transportation Impact Fee Credits Draw FormWire Development - City of OcoeeDRAW DATE (MONTH)FROM PREVIOUS APPLICATIONSTHIS PERIODVillage Center Drive-$ -$ -$ -$ TOTAL-$ -$ -$ -$ TOTAL CREDITS AVAILABLEPREVIOUSLY USEDCREDITS USED THIS PERIODBALANCE OF CREDITSTOTAL CASH REIMBURSEMENTPREVIOUSLY REIMBURSEDCASH USED THIS PERIODBALANCE TO FINISHVillage Center Drive-$ -$ -$ -$ -$ -$ -$ -$ TOTAL-$ -$ -$ -$ -$ -$ -$ -$ TOTAL COST OF WORK COMPLETEDDESCRIPTION OF WORKBREAKDOWN OF COST CREDITS + CASHTRANSPORTATION CREDITSCASH REIMBURSEMENTWORK COMPLETEDDESCRIPTION OF WORKSCHEDULED VALUETOTAL COMPLETED TO DATEPage 27 of 252 Exhibit "D"Location of Restricted Parking SpacesPage 28 of 252 Exhibit “E”Stormwater Management Tie In LocationsPage 29 of 252 Exhibit “F” Sign PlanPage 30 of 252 THIS DOCUMENT PREPARED BY AND RETURN TO: Scott A. Cookson, Esq. Shuffield, Loman & Wilson, P.A. 1000 Legion Place. Suite 1700 Orlando, FL 32801 ROAD TRANSPORTATION IMPACT FEE CREDIT AGREEMENT FOR WIRE DEVELOPMENT THIS ROAD TRANSPORTATION IMPACT FEE CREDIT AGREEMENET (“Agreement”), made and entered into this ____ day of _______________, 2023, by and between Wire Development LLC, a Florida limited liability company, whose mailing address is 101 S. 12th Street, Suite 101, Tampa, Florida 33602 (the “Developer”), and CITY OF OCOEE, a Florida municipal corporation, whose mailing address is 1 N. Bluford Avenue, Ocoee, Florida 34761 (“City”). RECITALS: WHEREAS, Developer is the developer of that certain project commonly known as the Ocoee Crown Point Mixed Use Development, located on the certain real property within the City of Ocoee, Florida, described in Exhibit “A” attached hereto and incorporated herein (the “Wire Development Property”); and WHEREAS, effective ____________, the City adopted Ordinance ________ (the “Road Impact Fee Ordinance”), which establishes an impact fee assessment upon all road impact construction occurring within the City (the “Road Impact Fees”); and WHEREAS, the Road Impact Fee Ordinance contains provisions allowing for the award of impact fee credits for construction of any off-site improvements to designated City roads made in connection with road impact construction; and WHEREAS, the Developer desires to utilize the impact fee credits received to apply toward impact fees that are due in connection with construction of improvements within the Wire Development Property; and WHEREAS, the City wishes to make, and Developer is willing to construct a new road as further described herein; and WHEREAS, the Developer shall design, engineer, permit, and construct the new road, including but not limited to, sidewalks, streetlights, landscaping, and offsite intersection improvements to the intersection of the new road and Ocoee Apopka Road as more particularly depicted on Exhibit “B” attached hereto and incorporated herein by this reference (collectively, the “New Road Improvements”); and Page 31 of 252 WHEREAS, the Developer shall be entitled to and shall receive road and transportation impact fee credits on a dollar-for-dollar basis for the cost of designing, engineering, permitting and constructing the New Road Improvements (the “Impact Fee Credits”); and WHEREAS, the City finds that the Project (as hereinafter defined) is consistent with the Ocoee Comprehensive Plan, acknowledges that the portion of the Project qualifying for the Impact Fee Credits is an integral part of and a necessary accommodation based upon the increased roadway width, sidewalks, streetlights, landscaping and intersection improvements to the intersection of the new road and Ocoee Apopka Road, and that the proposed construction schedule is consistent with the City’s transportation work schedule; and WHEREAS, the parties desire to enter into an agreement to set forth their duties and obligations for the design, engineering, permitting and construction of the New Road Improvements and for the Impact Fee Credits to which the Developer will be entitled; and WHEREAS, on or about even date herewith, the City and Developer have entered into that certain Development Agreement (the “Development Agreement”) relating to the Project, which Development Agreement, including Sections 4 and 5 thereof address certain matters relating to the construction of the New Road Improvements (as hereinafter defined) and the right of the Developer to receive Transportation Impact Fee Credits in connection therewith in addition to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the foregoing premises and other good and valuable consideration, receipt and sufficiency of which is acknowledged by both parties and the mutual terms, covenants, and conditions to be complied with on the part of the parties hereto, the parties do hereby agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby incorporated by the Parties into this Agreement as if fully set forth herein, in haec verba. 2. The Project. Developer desires to construct a mixed-use development, including up to three hundred fifteen (315) multi-family dwelling and up to twenty thousand (20,000) square feet of commercial (the “Project”). The City acknowledges and agrees that based on the Project, there is a need to construct the New Road Improvements per the Preliminary Site Plan (the “PSP”) attached hereto as Exhibit “C” and incorporated herein by this reference. 3. Developer Commitments and Responsibilities. a. Design, Engineering, Permitting and Construction. The design and engineering for the New Road Improvements as set forth on “Exhibit B” have been prepared by the Developer and approval by the City (collectively, the “Design Plans”). The Design Plans meet or exceed the applicable engineering design standard as contained in the Ocoee Engineering Standards, Ocoee PUD Standards, FDOT Road Design Standards or FDOT Page 32 of 252 Traffic Engineering Manual and to Orange’s County’s engineering standards as to the intersection improvements at Ocoee Apopka Road. b. Construction of the New Road Improvements. i. The New Road Improvements shall be constructed by Developer in accordance with the Design Plans, including periodic inspections and final inspection by City prior to acceptance and by Orange County for the portion of the New Road Improvements to the intersection of the new road and Ocoee Apopka Road. ii. Upon issuance and receipt of all permits and approvals necessary for Developer to construct the Project, including but not limited to building permits, Developer shall promptly commence construction of the New Road Improvements. Developer shall complete construction of the New Road Improvements, excluding the final lift of asphalt, and convey the New Road to the City via Special Warranty Deed prior to the issuance of any certificates of occupancy or temporary certificate of occupancy on any buildings on the north parcel as shown on the approved Preliminary Site Plan. 4. City Commitments and Responsibilities. a. Review and Inspection. City will provide a timely review, inspection and provide inspection comments toward necessary work to achieve completion of the New Road Improvements in accordance with the Design Plans. Developer will provide a timely response to City's inspection comments and review. b. Impact Fee Payment. The City agrees and acknowledges that Developer shall not be obligated to pay Developer’s required road and transportation impact fees at the time of permitting and that fees will be deferred until such time as the City is prepared to issue a certificate of occupancy relating to each residential apartment or mixed-use building constructed on the Property. c. Reimbursement. City acknowledges that Developer shall be entitled to receive reimbursement for design, engineering, permitting and construction of the New Road Improvements via Impact Fee Credits and direct cash reimbursements for any costs in excess of the Impact Fee Credits. The total amount of estimated reimbursement is One Million Four Hundred Thousand and No/100s Dollars ($1,400,00.00) based upon the approved PSP; provided, however, that the final reimbursement amount payable to Developer shall be determined based on all fees, costs and expenses incurred by Developer relating to the final design and engineering of the New Road Improvements as approved by the Parties and all actual costs and expenses incurred by Developer in connection with construction of the New Road based on the final design and engineering as approved by the Parties. Page 33 of 252 5. Impact Fee Credits. a. Impact Fee Credit Amount. City agrees that Developer shall be entitled to receive Impact Fee Credits at the time of issuance of each building permit for a total amount of Eight Hundred Twenty-five Thousand and no/100s Dollars ($825,000.00) for the New Road improvements based upon the actual cost of surveying, engineering, design, permitting and construction of the New Road Improvements. b. Records and Impact Fee Credits. Upon commencement of construction of the New Road Improvements by Developer, Developer shall submit to the Development Services Department, on a monthly basis, in arrears, a completed Impact Fee Credit form (the “Impact Fee Credit Form”) as shown on Exhibit “D” attached hereto and incorporated herein by this reference, including such supporting documentation as the City may reasonably request to evidence Developer’s payment of all fees and costs relating to the design, engineering, permitting and construction of the New Road. Upon receipt and approval of such documents, City shall assign the Transportation Impact Fee Credits to Developer which Developer shall be permitted to use to satisfy the road and transportation impact fees associated with Developer’s Project. For any reimbursement amounts that are in excess of the Transportation Impact Fee Credit, City will reimburse the Developer within sixty (60) days of submittal of the Impact Fee Credit Form. Developer shall keep or provide for retention of adequate records and supporting documentation which concern or reflect total project costs of the New Road Improvements. This information will be available to City, or its duly authorized agent or representative, for audit, inspection or copying, at City’s sole cost and expense, for a minimum of five (5) years from the completion the New Road Improvements and final reimbursement to the Developer. c. Financial Accounting. Developer shall maintain adequate accounting records pertaining to this Agreement to permit the City to account for all costs and expenses associated with construction of the New Road Improvements. Developer shall establish a separate account in the accounting records of Developer to account for the costs associated with the New Road Improvements. The financial records shall enable a ready identification of all New Road Improvements costs. City shall have the right to audit or verify the amount and accuracy of costs and documentation for the New Road Improvements throughout the term of this Agreement and for five (5) years following the expiration of the term of this Agreement. d. Annual Review and Audit. City shall conduct, at the City’s sole cost and expense, an annual review and audit of performance under this Agreement to determine whether or not there has been demonstrated good faith compliance with the terms of this Agreement and to report the Impact Fee Credits applied toward payment of Road Impact Fees and the balance of available and unused Impact Fee Credits. If the City Commission finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms of this Agreement in all material respects, this Agreement may be unilaterally terminated by the City in its sole and absolute discretion. Page 34 of 252 6. Term. This Agreement shall continue in full force and effect until the latter to occur of (i) completion of the New Road Improvements and conveyance to the City of same, or (ii) the Impact Fee Credits are fully utilized. The term of this Agreement may be extended by mutual agreement of the parties. 7. Notices. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be made in writing and shall be personally delivered to the individuals listed below, sent via prepaid courier or overnight courier, or deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to the addresses (and individuals) set forth below or communicated through electronic mail (E-Mail) with a Read Receipt. No other form of electronic communications (Facebook, Twitter, Text) will be deemed Notice: City: City of Ocoee Attention: City Manager 1 N. Bluford Avenue Ocoee, Florida 34761 With a copy to: Shuffield, Lowman & Wilson, P.A. 1000 Legion Place, Suite 1700 Orlando, Florida 32801 Attn: Scott A. Cookson, Esq. Email: scookson@shuffieldlowman.com Developer: Wire Development 101 South 12th Street, Suite 101 Tampa, Florida 33602 Attn: Holly Collins-Garcia Email: Holly@wiredevco.com With a copy to: Johnson, Pope, Bokor, Ruppel & Burns, LLP 401 Jackson Street, Suite 3100 Tampa, Florida 33603 Attention: Joseph P. Covelli, Esq. Email: jcovelli@jpfirm.com Such addresses may be changed by notice pursuant to this paragraph but notice of change of addresses is effective only upon receipt. Page 35 of 252 8. Independent Contractor; Federal and State Tax. Developer is, and shall be, in the performance of all services and activities under this Agreement, an independent contractor, and not an employee, agent, or servant of City; and no provisions of City’s personnel policies shall apply to this Agreement. None of the benefits provided by City to its employees including, but not limited to, Worker’s Compensation Insurance and Unemployment Insurance, are available from City to Developer, or its employees, agents or servants. Developer assumes responsibility for payment of all federal, state and local taxes imposed or required of Developer including but not limited to FICA, FUTA, unemployment insurance, Social Security and income tax laws for which Developer as employer is responsible. Developer shall be solely responsible for any worker’s compensation insurance required by law and shall provide the City with proof of insurance upon demand. The parties agree that City shall not: (a) pay dues, licenses or membership fees for Developer; (b) require attendance by Developer, except as otherwise specified herein; (c) control the method, manner or means of performing under this Agreement, except as otherwise specified herein; or (d) restrict or prevent Developer from working for any other party. 9. Indemnification, Insurance, Sovereign Immunity. a. Through the date of the approval by the City of the Design Plans and Permitting and the acceptance of the construction of the New Road Improvements, as evidenced by the delivery of a Special Warranty Deed by Developer to City for the New Road, Developer shall be solely and entirely responsible for its tortious acts and for the tortious acts of its agents, employees, or servants during the performance of this Agreement. Developer shall indemnify and save harmless the City, its agents, employees and officers from and against all liabilities, claims, demands, or actions at law and equity including court costs and attorney’s fees, that may be made or brought by anyone for the purposes of enforcing a claim on account of any injury or damage allegedly caused or occurring to any person or property in which was caused in whole or in part by any tortious, wrongful, or intentional acts or omissions of Developer, its agents, or employees during performance under this Agreement. Developer shall provide City with a certificate of coverage identifying City as both a Named Insured and a Certificate Holder. The foregoing is not intended, and shall not be construed, as a waiver by City of the benefits of Section 768.28, Florida Statutes. Upon delivery of the Special Warranty Deed from Developer to City, Developer’s obligation to indemnify and hold the City harmless, and its obligation to provide insurance, under this Agreement ceases. b. City shall be solely and entirely responsible for its own tortious acts and for the tortious acts of its agents, employees, or servants during the performance of this Agreement. City shall indemnify and save harmless the Developer, its agents, employees and officers from and against all liabilities, claims, demands, or actions at law and equity including court costs and attorney’s fees, that may be made or brought by anyone for the purposes of enforcing a claim on account of any injury or damage allegedly caused or occurring to any person or property in which was caused in whole or in part by any tortious, wrongful, or intentional acts or omissions of the City, its agents, or employees during performance under this Agreement. The foregoing is not intended, and shall not be construed, as a waiver by City of the benefits of Section 768.28, Florida Statutes. Page 36 of 252 10. Force Majeure. No Party shall not be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, warlike operation, insurrection, rebellion, revolution, military or usurped power, sabotage or other civil unrest; (d) strikes, embargoes, blockades, labor stoppages, lockouts or slowdowns or other industrial disturbances or inability to obtain necessary materials or services (e) governmental delay regarding permits or approvals; (f) action by any governmental authority; (g) national or regional emergency; (h) shortage of adequate power or transportation facilities; or (i) other similar events beyond the reasonable control of the Party impacted by the Force Majeure event (the "Impacted Party") and provided further, however, that such performance shall be resumed and completed with due diligence and reasonable dispatch as soon as the contingency causing the delay or impossibility shall abate. 11. Public Records and Ownership of Documents. a. All documents generated by Developer solely with respect to the design, engineering, permitting and construction of the New Road Improvements for City become the property of City; provided, however, that Developer shall be entitled to retain and use all such documents in connection with Developer’s business, including but not limited to preparation of all local, state and federal income tax returns and Developer’s other record retention policies. City may require submission of any electronic file version of reports, data, or other submission of documentation produced for or as a result of performance under this Agreement. Developer agrees to comply with public records and open meeting requirements, as applicable, and as may be required by Florida Public Records Law and Florida Sunshine Law; provided, however, that Developer shall not be required to disclose any other documents or records with respect to the Project that are not deemed public records, except to the extent such documents and records relate solely to the design, engineering, permitting and construction of the New Road Improvements. b. Developer is required to: (i) keep and maintain public records required by Florida Law as provided in Chapter 119, Florida Statutes ; (ii) upon request from City’s custodian of public records, provide City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time, at a reasonable location or as otherwise provided by law, at City’s sole cost and expense; and (iii) upon termination of this Agreement, transfer, at no cost, to City all public records in possession of Developer. c. All records stored electronically must be provided to City, upon request from City’s custodian of public records, in a format that is compatible with the information technology systems of City. Page 37 of 252 d. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: City of Ocoee Attention: City Clerk 1 N. Bluford Avenue Ocoee, Florida 34761 12. Recordability of Agreement. This Agreement, and any supplement to or other amendment of this Agreement, shall be recorded in the Public Records of Ocoee, Florida, at the expense of the Developer. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the Parties and may not be changed except by written agreement duly executed by the Parties hereto. This Agreement supersedes any prior understanding and agreements between the Parties, and there are no representations, warranties, or oral agreements other than those expressly set forth herein. 14. Assignment and Subcontracting. This Agreement shall not be assigned, nor may any portion of the obligations contemplated in this Agreement be subcontracted to another party, without prior written approval of City. No such approval by City of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of City. All such assignments and subcontracts shall be subject to the terms and conditions of this Agreement and to any conditions of approval that City shall deem necessary. 15. Default. Neither Party shall declare the other party in default of any provision of this Agreement without giving the other party at least thirty (30) days’ advance written notice of intention to do so, during which time the other party shall have the opportunity to commence to remedy the default and to thereafter diligently and in a commercially reasonably matter remedy the default. The notice shall specify the default with particularity. 16. Dispute Resolution. All disputes arising out of or in connection with this Agreement shall be attempted to be settled through good-faith negotiation between the Parties, followed if necessary, within thirty (30) days by professionally assisted mediation. Any mediator so designated must be acceptable to each Party. The mediation will be conducted as specified by the mediator and agreed upon by the Parties. The Parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either Party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each Party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the Parties. Page 38 of 252 Failing resolution through negotiation or mediation, either Party may file an action in a court of competent jurisdiction or other appropriate remedy available in law or equity as defined herein below. 17. Jointly Drafted. The Parties agree that this Agreement is entered into knowingly and voluntarily, after having the opportunity to fully discuss it with an attorney. Having had the opportunity to obtain the advice of legal counsel to review, comment upon, and redraft this Agreement, the Parties agree that this Agreement shall be construed as if the parties jointly prepared it so that any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other. 18. Parties Acknowledgement; Parties Bound. The Parties acknowledge that they have read this Agreement, and that they understand the terms and conditions herein and that the terms have been fully and completely explained to the Parties prior to the execution thereof. Each party acknowledges that the other party has made no warranties, representations, covenants, or agreements, express or implied, except as expressly contained in this Agreement. Further, the Parties have caused this Agreement to be executed on their respective behalf by the authorized officer whose signature appears below under their respective name, to be effective as of the date first written above. This Agreement shall inure to the benefit of and be binding upon the Parties, their successors, heirs, and personal representatives. 19. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 20. Time is of the Essence. Time shall be of the essence of this Agreement. Wherever under the terms and provisions of this Agreement the time for performance falls upon a Saturday, Sunday, or Legal Holiday, such time for performance shall be extended to the next business day. 21. Survivability. Any provision of this Agreement which obligates any of the Parties to perform an obligation either before the commencement of the Term or after the expiration of the Term, or any renewal or extension thereof, shall be binding and enforceable notwithstanding that performance is not within the Term, and the same shall survive. 22. Severability. Whenever possible each provision and term of this Agreement will be interpreted in a manner to be effective and valid but if any provision or term of this Agreement is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. 23. Counterparts. This Agreement may be executed in a number of identical counterparts and an electronic/digital copy shall be treated as an original. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, Page 39 of 252 collectively, constitute one agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 24. Law of the Agreement. The Parties agree that the laws of the State of Florida shall govern any dispute arising from or related to this Agreement. The Parties further agree that venue shall lie solely and exclusively in the state courts of competent jurisdiction located in and for Orange County, Florida. Litigation in federal court is precluded by agreement of the parties hereto. The Parties further agree that entry into this Agreement constitutes irrevocable consent that the exclusive venue for any such dispute shall lie solely in the state or City courts in and for Orange County, Florida. The Parties expressly and irrevocably waive any right(s) to the removal of any such dispute to any federal court, unless the federal court has exclusive jurisdiction; in such cases, the parties agree that the exclusive venue for any such disputes shall be the United States District Court, in and for the Middle District of Florida. Process in any action or proceeding referred to in this paragraph may be served on any party anywhere in the world, such party waives any argument that said party is not subject to the jurisdiction of the state courts located in Orange County, Florida and the laws of the State of Florida. 25. Attorney’s Fees; and Costs of Enforcement. In the event suit is commenced to enforce this Agreement, costs of said suit including reasonable attorneys’ fees in all proceedings, trials, investigations, appearances, appeals and in any bankruptcy proceeding or administrative proceeding shall be paid to the prevailing party by the non-prevailing party. 26. Section and Paragraph Headings. Captions or paragraph headings herein contained are for organizational convenience only and shall not be constructed as material provisions of this Agreement or to limit any provisions hereunder. Whenever the context shall so require, all words in this Agreement of one gender shall be deemed to include the other gender. 27. Cooperation; Supplementary Actions. All Parties agree to cooperate fully and to execute any supplementary documents, and to take any additional actions that may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement, and which are not inconsistent with its terms. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Page 40 of 252 DEVELOPER: Witnesses: Wire Development, LLC, a Florida limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF FLORIDA COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Wire Development, LLC, a Florida limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 41 of 252 CITY: CITY OF OCOEE By: Rusty Johnson, Mayor ATTEST: Melanie Sibbitt, City Clerk Approved as to Form and Legality: Shuffield, Lowman & Wilson, P.A. Scott Cookson, City Attorney STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________________ of the City of Ocoee, Florida, a municipal corporation of the State of Florida, on behalf of the City of Ocoee, Florida. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 42 of 252 Exhibit “A” Legal Description The Land referred to herein below is situated in the County of Orange, State of Florida, and is described as follows: PARCEL 1 A portion of Section 6, Township 22 South, Range 28 East, Orange County, Florida, being more particularly described as follows: BEGIN at the Southeast corner of Lot 1, Ocoee Crown Point PUD Phase 1, according to the plat thereof, as recorded in Plat Book 63, Pages 24 through 26, of the Public Records of Orange County, Florida, said point also lying on the North right of way line of West Orange Trail, per Official Records Book 5043, Page 2627, Public Records of Orange County, Florida; thence departing said North right of way line, and along the East and North lines of aforesaid Lot 1, the following eight (8) courses and distances: North 15°51'59" West, a distance of 46.09 feet to a point of curvature of a curve concave Easterly, having a radius of 230.00 feet and a central angle of 41°07'10"; thence Northerly along the arc of said curve a distance of 165.06 feet; thence North 25°15'11" East, a distance of 28.46 feet; thence North 64°44'49" West, a distance of 175.18 feet to a point of curvature of a curve concave Northeasterly, having a radius of 855.00 feet and a central angle of 15°15'38"; thence Northwesterly along the arc of said curve a distance of 227.73 feet; thence North 49°29'11" West, a distance of 487.82 feet to a point of curvature of a curve concave Northeasterly, having a radius of 280.00 feet and a central angle of 23°04'36"; thence Northwesterly along the arc of said curve a distance of 112.77 feet; thence North 26°24'35" West, a distance of 26.74 feet to the South right of way line of Ocoee Crown Point Parkway, per Plat Book 63, pages 24 through 26, of the Public Records of Orange County, Florida; thence departing aforesaid East and North lines of Lot 1, and along said South right of way line the following five (5) courses and distances: North 63°05'17" East, a distance of 60.00 feet to a point on a non-tangent curve concave Easterly, having a radius of 10.00 feet, a central angle of 68°17'57" and a chord bearing of North 07°14'15" East; thence from a tangent bearing of North 26°54'43" West, Northerly 11.92 feet along the arc of said curve to a point of reverse curvature of a curve concave Northwesterly, having a radius of 100.00 feet and a central angle of 28°29'41"; thence Northeasterly along the arc of said curve a distance of 49.73 feet to a point of reverse curvature of a curve concave Southeasterly, having a radius of 10.00 feet and a central angle of 49°04'01"; thence Northeasterly along the arc of said curve a distance of 8.56 feet to a point of reverse curvature of a curve concave Northwesterly, having a radius of 1,730.00 feet and a central angle of 05°41'30"; thence Northeasterly along the arc of said curve a distance of 171.86 feet to the South line of Wetland 1 (Staten Branch), according to the Official Records Book 10450, Page 96, of the Public Records of Orange County, Florida; thence departing said South right of way line and along said South line of Wetland 1 (Staten Branch) the following twenty-two (22) courses and distances: South 61°38'55" East, a distance of 76.25 feet; thence South 81°34'00" East, a distance of 66.61 feet; thence South 44°57'55" East, a distance of 119.80 Page 43 of 252 feet; thence South 36°27'55" East, a distance of 57.50 feet; thence South 42°47'18" East, a distance of 67.80 feet; thence South 49°12'45" East, a distance of 72.19 feet; thence South 32°14'46" East, a distance of 50.38 feet; thence South 31°26'04" East, a distance of 69.99 feet; thence South 75°16'42" East, a distance of 51.73 feet; thence South 46°41'54" East, a distance of 67.26 feet; thence South 66°23'09" East, a distance of 43.50 feet; thence South 67°46'36" East, a distance of 48.28 feet; thence South 72°24'39" East, a distance of 56.14 feet; thence South 85°26'41" East, a distance of 51.81 feet; thence North 82°19'12" East, a distance of 40.21 feet; thence South 84°45'44" East, a distance of 53.70 feet; thence South 87°14'35" East, a distance of 36.13 feet; thence South 80°04'10" East, a distance of 79.45 feet; thence South 84°11'09" East, a distance of 33.89 feet; thence South 72°44'14" East, a distance of 47.40 feet; thence South 80°08'56" East, a distance of 59.73 feet; thence South 80°08'56" East, a distance of 74.39 feet to the West right of way line of County Road 437 (Ocoee-Apopka Road), per Orlando-Orange County Expressway Authority project number 75320-6460-602/603, also being a point on a non- tangent curve concave Easterly, having a radius of 2,351.97 feet, a central angle of 8°16'48" and a chord bearing of South 8°49'00" West; thence departing said South line of Wetland 1 (Staten Branch) from a tangent bearing South 12°57'24" West, Southerly 339.89 feet along the arc of said curve to the North right of way line of aforementioned West Orange Trail; thence departing said West right of way line, South 73°30'51" West, a distance of 535.21 feet along said North right of way line of West Orange Trail to the aforementioned East line of Lot 1, and the POINT OF BEGINNING. Containing 12.26 acres, more or less. AND PARCEL 2 A portion of Section 6, Township 22 South, Range 28 East, Orange County, Florida, being more particularly described as follows: COMMENCE at Southeast corner of Lot 1, Ocoee Crown Point PUD Phase 1, according to the plat thereof, as recorded in Plat Book 63, Pages 24 through 26, of the Public Records of Orange County, Florida; thence South 15°50'01" East, a distance of 39.00 feet to the POINT OF BEGINNING, said point being on the South right of way line of West Orange Trail, a 39.00 foot right of way per Official Records Book 5043, page 2627; thence North 73°30'51" East, a distance of 521.07 feet along said South right of way line to a point on the West right of way line of County Road 437 (Ocoee-Apopka Road), per Orlando-Orange County Expressway Authority project number 75320-6460-602/603, and a non-tangent curve concave Easterly, having a radius of 2,351.97 feet, a central angle of 07°45'27" and a chord bearing of South 00°11'57" East; thence from a tangent bearing of South 03°40'47" West, Southerly 318.45 feet along the arc of said curve and said West right of way line; thence departing said West right of way line, North 90°00'00" West, a distance of 452.37 feet; thence North 15°51'31" West, a distance of 177.07 feet to the aforementioned South right of way line of West Orange Trail, and the POINT OF BEGINNING. Containing 2.69 acres, more or less. Page 44 of 252 Exhibit “B”New Road ImprovementsPage 45 of 252 Exhibit “C”Preliminary Site Plan Page 46 of 252 City of Ocoee ▪ (407) 905-3100 ▪ www.ocoee.org 1 North Bluford Avenue ▪ Ocoee, Florida 34761 Updated: 8.5.2022 ASSIGNMENT OF RESERVED TRANSPORTATION CREDITS Date: _______________________ The undersigned hereby assigns $ in transportation credits for use in connection with the development of in (Lot Number & Address) (Name of Development) By signing below the undersigned acknowledges that it is the owner and holder of the transportation credits and agrees that these assignments will reduce the reserved credit and account balance accordingly. The undersigned understands that (1) this assignment is subject to the terms and conditions of the underlying documents authorizing the assigned credits, and (2) any building permit must be issued in the name of the Assignee or an additional assignment may be required. Sincerely, Signature Print Name Title: (Must match name in which credits are reserved) STATE OF COUNTY OF The foregoing instrument was acknowledged by me by means of physical presence or online notarization this day of 20 by , who is personally known to me or has produced as identification and who did not take an oath. ___________________________________________ Signature of Notary Public (Seal) Exhibit “D” Impact Credit Form Page 47 of 252 Transportation Impact Fee Credits Draw FormWire Development - City of OcoeeDRAW DATE (MONTH)FROM PREVIOUS APPLICATIONSTHIS PERIODVillage Center Drive-$ -$ -$ -$ TOTAL-$ -$ -$ -$ TOTAL CREDITS AVAILABLEPREVIOUSLY USEDCREDITS USED THIS PERIODBALANCE OF CREDITSTOTAL CASH REIMBURSEMENTPREVIOUSLY REIMBURSEDCASH USED THIS PERIODBALANCE TO FINISHVillage Center Drive-$ -$ -$ -$ -$ -$ -$ -$ TOTAL-$ -$ -$ -$ -$ -$ -$ -$ TOTAL COST OF WORK COMPLETEDDESCRIPTION OF WORKBREAKDOWN OF COST CREDITS + CASHTRANSPORTATION CREDITSCASH REIMBURSEMENTWORK COMPLETEDDESCRIPTION OF WORKSCHEDULED VALUETOTAL COMPLETED TO DATEPage 48 of 252