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HomeMy WebLinkAboutItem #08 Pre-Annexation for East Crown Point Industrial Park center of GOOcl LJ ~ AGENDA ITEM COVER SHEET Meeting Date: May 5, 2009 Item # f Contact Name: Contact Number: Michael Rumer1'1a... 407 -905-3100, Ext. 1018 Reviewed By: Department Director: City Manager: Subject: Subject: East Crown Point High Tech Industry PUD Pre-Annexation Agreement Commission District # 3 - Rusty Johnson Background Summary: The proposed East Crown Point High Tech Industry PUD is a proposed Annexation, Large Scale Land Use Amendment, PUD Rezoning and PUD Land Use Plan near the Ocoee border with the City of Winter Garden. In order to abide by the Joint Planning Area Agreement (JPA) with Orange County and proceed with the project, a proposed 16th Amendment to the agreement is proposed under a separate cover. The City of Winter garden has expressed reservations regarding the proposed JPA Amendment and development. The reservations from the City of Winter Garden have been addressed by the proposed Pre-Annexation Agreement between the City of Ocoee and the fee simple owners of the East Crown Point High Tech Industry PUD parcels. The City of Winter Garden is a third party beneficiary to the Agreement and has enforcement rights. However, they are not a direct party to the Agreement. The proposed parcels to be added into the JPA are located within an area that is not in either the City of Winter Gardens JPA boundary or the Ocoee JPA boundary. The City of Winter Garden and the City of Ocoee has had an understanding that the area on the east side of East Crown Point Road would eventually fall into the City of Ocoee's JPA (except for one parcel). The City of Winter Garden has amended their JPA with Orange County within the past few years without seeking to include said area into their JPA. The proposed PUD Land Use Plan has an Annexation and Development Agreement that requires City Commission approval that provides for Conditions of Development the City typically negotiates with Developments annexing into the City. The conditions consist of conveyance of right-of-way, off-site transportation mitigation, limitations based on traffic impacts and permitted and prohibited uses. The proposed permitted uses are those as specified in the "1-1", Light Manufacturing and Warehousing District, except for the following uses, which are expressly prohibited on the Property: automobile sales (new and used); bar; boat sales and service; liquor store; mobile home and travel trailer sales; monument sales; motor vehicle wholesale; pawn shop; check cashing services; and day labor. The City of Winter Garden has expressed a desire to ensure that the East Crown Point Road corridor develops in such a manner as to attract High Tech Industry. City staff has engaged in discussions with the City of Winter Garden about developing an "overlay" area conducive to attracting High Tech Industry, but felt that the East Crown Point High Tech Industry PUD had already agreed to development conditions that would support the goals of an overlay. As a result of further discussions with the City of Winter Gardens about their reservations on the JPA amendment, staff and the property owners of the East Crown Point High Tech Industry have developed a Pre-Annexation agreement addressing the issues. The agreement essentially expands upon the prohibited uses to include all of the following: automobile sales (new and used); bars and lounges; boat sales and service; liquor store; mobile home and travel trailer sales; monument sales; motor vehicle wholesale; recreational vehicle retail sales and service; pawn shops; check cashing services; day labor; truck stops; adult entertainment; bus terminals; automobile and motor vehicle parking lots unless ancillary to a permitted use; and uncovered boat, recreational vehicle and/or automobile storage facilities. Final development conditions agreed to by the property owners include screening of outside storage and positioning of Bay doors; it provides for architectural control to include building lines and shapes, and requires the utilization of accent materials for features such as cornices, sills, bases, lintels, banding and decorative accent trim. Issue: Should the Honorable Mayor and City Commissioners approve a Pre-Annexation Agreement with the fee simple properties owners of the proposed East Crown Point High Tech Industry PUD? Recommendations Staff respectfully recommends that the Mayor and City Commissioners approve the attached Pre- Annexation Agreement for the East Crown Point High Tech Industry PUD. Attachments: Location Map Memorandum from City Attorney with a summary of highlights regarding the Pre-Annexation Agreement Pre-Annexation Agreement Financial Impact: N/A Type of Item: (please mark with an "x'J Public Hearing Ordinance First Reading Ordinance Second Reading Resolution X Commission Approval Discussion & Direction For Clerk's DeDt Use: _____ Consent Agenda Public Hearing _____ Regular Agenda Original DocumenUContract Attached for Execution by City Clerk == Original DocumenUContract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by 0 N/A N/A N/A 2 East Crown Industrial Q I . ; i ! I I ! 1 i I en N '''It" o c:( o 0::: W !cC t- en w Z 0.. : FOLEY ATTORNEYS AT LAW 111 NORTH ORANGE AVENUE, SUITE 1800 ORLANDO, FL 32801-2386 P. O. BOX 2193 ORLANDO, FL 32802-2193 407.423.7656 407.648_1743 WWW_FOLEY.COM FOLEY & LARDNER LLP 407,244.3248 MEMORANDUM CLIENT-MATTER NUMBER 020377-0862 TO: FROM: Honorable Mayor and City Commissioners of the City ofOcoee Paul E. Rosenthal, Esq., City AtlOmeyf{ V- April 27, 2009 DA TE: RE: East Crown Point Industrial ParklPre-Annexation Agreement in Connection with Joint Planning Area Agreement Amendment The proposed Sixteenth Amendment to the loint Planning Area Agreement addresses various issues associated with the East Crown Point Industrial Park project. In order for the project to proceed, it is necessary that the lP A Agreement be amended to address annexation and land use issues. In that the proposed project and lP A Amendment is near Ocoee border with Winter Garden, the City of Winter Garden has expressed reservations regarding the proposed lPA Agreement. Winter Garden's reservations have been addressed by a proposed Pre-Annexation Agreement between Ocoee and the fee owners of the East Crown Point Industrial Park parcels. Highlights of the Pre-Annexation Agreement are as follows: (1) The City of Winter Garden is a third party beneficiary to the Agreement and has enforcement rights with respect thereto. They are not a direct party to the Agreement. (2) The Agreement will become effective upon approval by Orange County of the Sixteenth Amendment to the lP A Agreement. (3) It is anticipated that the property will have a "Light Industrial" cornprehensive plan designation upon annexation into the City of Ocoee. However, there are certain uses permitted under Light Industrial which may not be appropriate for this property. The Owner has agreed to a list of uses which will be prohibited on the property upon annexation into the City. These prohibited uses are set forth in Section 2 of the Agreement. ORLA_1300687.1 :FOLEY FOLEY" LARDNER UP (4) Certain development restrictions are imposed with regard to the screening of outside storage and the location of bay doors and loading docks. (5) It is anticipated that the following annexation and approval of the comprehensive plan amendment that the property will be zoned "PUD". The Owner has agreed to certain conditions of approval which will be set forth in the PUD Land Use Plan. These conditions include a requirement that architectural renderings be submitted to the City for review and approval and that the design of buildings within the project exhibit architectural control which seeks to be creative and utilize building lines, shapes and angles to create architectural integrity. Additionally, certain other enhanced architectural features are required. (6) The Pre-Annexation Agreement controls in the event of any conflict with the Ocoee Land Development Code. Additionally, no waiver may be granted by Ocoee which would in any way modify the provisions of the Agreement unless such waiver is approved by Winter Garden. As noted above, the primary purpose of the Pre-Annexation Agreement is to assure Winter Garden that certain minimum standards will be met upon the annexation and zoning of the property by Ocoee. At a future date, the City Commission will be presented with a PUD Land Use Plan and more detailed conditions of approval. However, the City Commission is not in a position to consider such matters until the JP A Agreement is amended so that the annexation and zoning of the property will be consistent with the lP A Agreement. PER:jlh 2 ORLA_1300687.1 THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: PREPARED BY: Paul E. Rosenthal, Esq. FOLEY & LARDNER LLP III North Orange Avenue, Suite 1800 Post Office Box 2193 Orlando, FL 32802-2193 (407) 423-7656 For Recording Purposes Only RETURN TO: Beth Eikenberry, City Clerk CITY OF OCOEE 150 N. Lakeshore Drive Ocoee, FL 34761 (407) 656-2322 PRE-ANNEXATION AGREEMENT THIS PRE-ANNEXATION AGREEMENT (this "Agreement") is made and entered into as of the _ day of , 2009 by and among BKI CROWN POINT ROAD ASSOCIATES, LLC, a Florida limited liability company, whose mailing address is 13001 Founders Square Drive, Orlando, Florida 32828 ("BKI"), WEST ORANGE COMMERCIAL PROPERTIES, LLC, a Florida limited liability company, whose mailing address is P.O. Box 771503, Winter Garden, Florida 34777 ("West Orange Commercial"), T. MILTON WEST AND SCOTT WEST, whose mailing address is P.O. Box 1028, Ocoee, Florida 34761 ("West") (collectively, BKI, West Orange Commercial, and West are referred to herein as the "Owner"), and the CITY OF OCOEE, a Florida municipal corporation, whose mailing address is 150 North Lakeshore Drive, Ocoee, Florida 34761, Attention: City Manager (the "City"). W ! T N E ~ ~ E T H: WHEREAS, BKI owns fee simple title to certain property located in Orange County, Florida, that is outside the corporate territorial limits of the City, said property being more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (the "BKI Property"); and WHEREAS, West Orange Commercial owns fee simple title to certain property located in Orange County, Florida, that is outside the corporate territorial limits of the City, said property being more particularly described in Exhibit "B" attached hereto and by this reference made a part hereof (the "West Orange Commercial Property"); and WHEREAS, West owns fee simple title to certain property located in Orange County, Florida, and within the corporate limits of the City of Ocoee, Florida, said property being more ORLA_1252671.4 particularly described in Exhibit "C" attached hereto and by this reference made a part hereof (the "West Parcel A Property"); and WHEREAS, the BKI Property, the West Orange Commercial Property, the West Parcel A Property and the West Parcel B Property are collectively referred to herein as the "Property"; and WHEREAS, pursuant to Section 171.044, Florida Statutes, Owner has petitioned the Ocoee City Commission to voluntarily annex the BKI Property, the West Orange Commercial Property and the West Parcel B Parcel (collectively, the "Annexation Parcels") into the corporate limits of the City (the "Petition"); and WHEREAS, in order for the City to annex the Annexation Parcels it is necessary for the City and Orange County to amend the Joint Planning Area Agreement between the City and the County (the "JP A Agreement") so that the annexation of the Property will be consistent with the JP A Agreement; and WHEREAS, the Owner has further requested that the City and Orange County amend the JP A Agreement to designate the Property as "Light Industrial" on the Joint Planning Area Land Use Map; and WHEREAS, in connection with the proposed annexation of the Annexation Parcels, the Owner has petitioned the City to amend the City's comprehensive plan to designate the future land use of the Property as "Light Industrial" and to rezone the Property to "Planned Unit Development" consistent with the proposed amendments to the JPA Agreement and the City's comprehensive plan; and WHEREAS, prior to approval of an am~ndment to the JP A Agreement, the City desires to have the Owner agree to certain matters which will become effective upon annexation of the Annexation Parcels; and WHEREAS, the City of Winter Garden, Florida ("Winter Garden") is intended to be a third party beneficiary to this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable considerations exchanged between the parties hereto, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. by this reference. Recitals. The above recitals are true and correct and incorporated herein Section 2. Permitted Uses: Prohibited Uses. The Owner agrees that upon annexation of the Annexation Parcels into the City that the following uses are prohibited on the Property: automobile sales (new and used); bars and lounges; boat sales and service; liquor store; mobile home and travel trailer sales; monument sales; motor vehicle wholesale; recreational vehicle retail sales and service; pawn shops; check cashing services; day labor; truck stops; adult entertainment; bus terminals; automobile and motor vehicle parking lots unless -2- ORLA_ 1252671. 4 ancillary to a permitted use; and uncovered boat,Jecreational vehicle and/or automobile storage facilities. The foregoing will use restrictions will apply notwithstanding any zoning or other development approval that may now or hereafter be granted to the Property. Section 3. Development Restrictions. Notwithstanding any provision in the City of Ocoee Land Development Code (the "LDC") to the contrary, the Owner agrees that development of the Property and the construction of buildings and structures on the Property shall be subject to the following restrictions: a. Any outside storage located on the Property must be screened from public view and from public streets and shall otherwise comply with the requirements of the LDC with respect thereto. b. Bay doors and loading docks shall not face East Crown Point Road or Palm Drive and shall otherwise comply with the requirements of the LDC with respect thereto. Section 4. Condition of Approval in PUD. In connection with any zoning of the Property to "Planned Unit Development", the Owner and the City agree that any such PUD shall include, but not be limited to, the following conditions of approval: a. Architectural renderings shall be submitted to the City in connection with any applications for approval of any subdivision plans or site plans and shall be subject to the review and approval of the City. The approved architectural renderings shall be incorporated as part of any approved subdivision plan or site plan. b. The design of all buildings and structures shall exhibit architectural control which seeks to be creative and utilize building lines, shapes, and angles to create architectural integrity to the extent reasonably practicable. c. All buildings and structures shall utilize accent materials for features such as cornices, sills, bases, lintels, banding and decorative accent trims. Accent materials shall consist of materials comparable in grade and quality to the primary exterior materials. Section 5. Compliance with Ocoee Land Development Code. Except as otherwise expressly set forth in this Agreement, it is agreed that (I) the Owner shall comply with the zoning and subdivision regulations of the City as set forth in the LDC, as it may from time to time be amended, and (2) all preliminary subdivision plans, final subdivision plans, and final site plans and other development orders and permits for the Property or any portion thereof shall conform to the LDC requirements in effect at the time of approval of any such plans. In the event of any conflict between the provisions of the LDC, as it may from time to time be amended, and this Agreement, it is agreed that the provisions of this Agreement shall control. Further, no waiver, exception or variance to the LDC that would in any way modify the provisions of this Agreement -3- ORLA_1252671.4 shall be effective unless such waiver, exception or variance is approved by both the City and Winter Garden. Section 6. Notice. Any notice delivered with respect to this Agreement shall be in writing and be deemed to be delivered (whether or not actually received) (i) when hand delivered to the other party, (ii) upon receipt when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, or (iii) the next business day after being sent by nationally recognized overnight delivery service for next business day delivery, all addressed to the party at the address appearing on the first page of this Agreement, or such other person or address as the party shall have specified by written notice to the other party delivered in accordance herewith. A copy of any notices delivered under this Agreement shall also be provided to Winter Garden in the manner set forth above and shall be directed to the attention of the Winter Garden City Manager, 300 West Plant Street, Winter Garden, Florida 34787. Any notices hereunder which may be given by Winter Garden to any party to this Agreement shall be given in the manner set forth above. Section 7. Covenant Runnine: with the Land. This Agreement shall run with the Property and inure to and be for the benefit of the parties hereto and their respective successors and assigns and any person, firm, corporation, or entity who may become the successor in interest to the Property or any portion thereof. Section 8. Recordation of Ae:reement. The parties hereto agree that an executed original of this Agreement shall be recorded by the City, at the Owner'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 9. Aoolicable Law. This Agreement and the provisions contained herein shall be construed, controlled, and interpreted according to the laws of the State of Florida. Section 10. 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 11. Third Party Beneficiarv. The parties hereby agree that Winter Garden is intended to and shall be a third party beneficiary to this Agreement and that this Agreement directly benefits the City of Winter Garden. The City of Winter Garden has the rights to enforce any and all of the obligations of the parties or either of them regarding any or all of the matters provided for in this Agreement. Section 12. Future Annexation and Zonine:. Nothing contained herein shall be construed as obligating the City to annex the Property or grant any particular zoning to the Property . Section 13. Amendment. Amendments to and waivers of the proVISIOns of this Agreement shall be made by the parties only in writing by formal amendment which amendment shall not become effective unless and until it is agreed upon by the Winter Garden as evidenced by a joinder and consent in recordable form to any such amendment. -4- ORLA_1252671.4 Section 14. Specific Performance and Other Remedies. The City, the Owner and Winter Garden shall have the right to enforce the terms and conditions of this Agreement by an action for declaratory relief, injunctive relief and/or specific performance. Neither the City, the Owner or Winter Garden shall be entitled to seek or recover damages based on a breach of this Agreement. Section 15. Attornevs' Fees. In the event that either party or Winter Garden finds it necessary to commence a lawsuit against a party or Winter Garden to enforce any provision of this Agreement or because of a breach of any terms hereof, the prevailing party shall be entitled to recover from the non-prevailing party that is a party to the lawsuit its reasonable attorneys' fees, legal assistants' fees and costs incurred in connection therewith, at both trial and appellate levels, including bankruptcy proceedings, without regard to whether any legal proceedings are commenced or whether or not such action is prosecuted to judgment. Section 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. An original of this fully executed Agreement shall be delivered by the City to Winter Garden prior to the date that the Orange County Commission is to consider an amendment to the JP A Agreement as contemplated by Section 19 hereof. Section 17. Captions. Captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement. Section 18. 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. Section 19. Effective Date. The Effective Date of this Agreement shall be the date on which County approves an amendment to the JP A Agreement which results in all of the Property being located within the City's joint planning area with a Joint Planning Area Future Land Use Map designation of "Light Industrial" and such date shall be inserted on the first page of this Agreement. [Remainder of Page Intentionally Left BlankJ -5- ORLA_1252671.4 IN WITNESS WHEREOF, the Owner and the City have caused this instrument to be executed by their duly authorized officers as of the day and year first above written. BKI: Signed, sealed and delivered in the presence of BKI CROWN POINT ROAD ASSOCIATES, LLC, a Florida limited liability company By: Print Name Name: Its: Print Name 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 BKI CROWN POINT ROAD ASSOCIATES, LLC, a Florida limited liability company, who L-J is personally known to me or L-J produced as identification, and that s/he acknowledged executing the same in the presence of two subscribing witnesses, freely and voluntarily, for the uses and purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid this _ day of , 2009. 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): -6- ORLA_1252671.4 WEST ORANGE COMMERCIAL: Signed, sealed and delivered in the presence of WEST ORANGE COMMERCIAL PROPERTIES, LLC, a Florida limited liability company By: Print Name Name: Its: Print Name 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 WEST ORANGE COMMERCIAL PROPERTIES, LLC, a Florida limited liability company, who L-J is personally known to me or L-J produced as identification, and that s/he acknowledged executing the same in the presence of two subscribing witnesses, freely and voluntarily, for the uses and purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid this _ day of , 2009. 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): -7- ORLA_1252671.4 Signed, sealed and delivered in the presence of WEST: T. MILTON WEST Print Name Print Name SCOTT WEST Print Name Print Name 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 T. MIL TON WEST and SCOTT WEST, who L-J are both personally known to me or L-J both produced as identification, and that they each acknowledged executing the same in the presence of two subscribing witnesses, freely and voluntarily, for the uses and purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid this _ day of , 2009. 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): -8- ORLA_1252671.4 CITY: Signed, sealed and delivered in the presence of: CITY OF OCOEE, FLORIDA By: Print Name S. Scott Vandergrift, Mayor Attest: Beth Eikenberry, City Clerk Print Name (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA. Approved as to form and legality this _ day of , 2009. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON UNDER AGENDA ITEM NO. FOLEY & LARDNER LLP By: City Attorney 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 S. SCOTT V ANDERGRIFT and BETH EIKENBERRY, personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, FLORIDA 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. WITNESS my hand and official seal in the County and State last aforesaid this _ day of ,2009. Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number(ifnot legible on sea\): My Commission Expires (if not legible on !eal): -9- ORLA_1252671.4 EXHIBIT "A" (The "BKI Property") BEGIN AT THE NORTHEAST CORNER OF THE NORTHEAST Xi OF SECTION 13, TOWNSHIP 22 SOUTH, RANGE 27 EAST, ORANGE COUNTY, FLORIDA; RUN THENCE SOoo05'38"E ALONG THE EAST LINE OF SAID NORTHEAST Xi OF SECTION 13 A DISTANCE OF 642.00 FEET; THENCE N 89047'39"W A DISTANCE OF 316.00 FEET TO THE WEST LINE OF THE EAST 316.00 FEET OF SAID NORTHEAST Xi OF SECTION 13' THENCE SOoo05'38'E ALONG SAID WEST LINE OF THE EAST 316.00 FEET A DISTANCE OF 642.74 FEET THE NORTH RIGHT-OF-WAY LINE OF PALM DRIVE; THENCE S89059'52"W ALONG SAID NORTH RIGHT-OF-WAY LINE A DISTANCE OF 319.68 FEET TO THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EAST CROWN POINT ROAD AND SAID NORTH RIGHT-OF-WAY LINE OF PALM DRIVE; THENCE NOoo07'54"E ALONG SAID EAST RIGHT-OF-WAY LINE OF EAST CROWN POINT ROAD A DISTANCE OF 1285.89 FEET TO THE NORTH LINE OF THE NORTHEAST Xi OF SECTION 13; THENCE S89047'39"E ALONG SAID NORTH LINE OF THE NORTHEAST Xi OF SECTION 13 A DISTANCE OF 630.63 FEET TO THE POINT OF BEGINNING. CONTAINS 610,520 SQUARE FEET OR 14.016 ACRES MORE OR LESS. A-I ORLA_1252671.4 EXHIBIT "B" (The "West Orange Commercial Property") PARENT PARCEL: THE SOUTH 11 ACRES OF THE E ~ OF THE SE Xi OF THE SE XiOF SECTION 12, TOWNSHIP 22 SOUTH, RANGE 27 EAST. LESS A PARCEL OF LAND IN THE EAST ~ OF THE SOUTHEAST Xi OF THE SOUTHEAST Xi OF SECTION 12, TOWNSHIP 22 SOUTH RANGE 27 EAST, ORANGE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SECTION 12, TOWNSHIP 22 SOUTH, RANGE 27 EAST, ORNAGE COUNTY, FLORIDA; RUN NOo023'10"W 561.92 FEET ALONG THE EAST LINE OF THE SOUTHEAST Xi OF THE SOUTHEAST Xi OF SAID SECTION 12 TO THE POINT OF BEGINNING; THENCE CONTINUE NOo023'10"W 164.08 FEET ALONG SAID EAST LINE TO A POINT 11 CHAINS NORTH (726.00 FEET) OF THE SOUOTHEAST CORNER OF SAID SECTION 12; THENCE S 89053'57"W 638.28 FEET ALONG A LINE PARALLEL TO THE SOUTH LINE OF THE SOUTHEAST Xi OF THE SOUTHEAST Xi OF SAID SECTION 12 TO A POINT ON A CURVE ON THE EASTERLY RIGHT-OF-WAY OF EAST CROWN POINT ROAD AS DESCRIBED IN DEED BOOK 995, PAGE465 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, SAID CURVE IS CONCAVE EASTERLY, HAVING A RADIUS OF 8564.11 FEET, A CENTRAL ANGLE OF 01005'53", AND A TANGENT BEARING OF S00042'21", THENCE SOUTHERLY 164.12 FEET ALONG SAID CURVE TO A POINT ON THE CURVE; THENCE DEPARTING SAID RIGHT-OF-WAY ON A NON TANGENTIAL BEARING, RUN N89053'57" E635.80 FEET ALONG A LINE PARALLEL TO THE SAID SOUTH LINE OF THE SOUTHEAST Xi OF THE SOUTHEAST Xi OF SECTION 12 TO THE POINT OF BEGINNING. ALSO LESS ROAD RIGHT-OF-WAY ON WEST PER RIGHT-OF-WAY AGREEMENT RECORDED IN DEED BOOK 995, PAGE 465, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. CONTAINS 354,768 SQUARE FEET OR 8.1444 ACRES MORE OR LESS. PARCEL A COMMENCE AT THE SOUTHEAST CORNER OF THE SOUTHEAST Xi OF SECTION 12, TOWNSH IP 22 SOUTH, RANGE 27 EAST, ORNAGE COUNTY, FLORIDA; RUN THENCE NOo023'31"W, ALONG THE EAST LINE OF SAID SOUTHEAST Xi OF SECTION 12, A DISTANCE OF 286.14 FEET FOR A POINT OF BEGINNING; THENCE S89053'57"W, PARALLEL TO THE SOUTH LINE OF SAID SOUTHEAST Xi OF SECTION 12, A DISTANCE OF 316.80 FEET; THENCE NOoo06'24"W A DISTANCE OF 275.78 FEET; THENCE N89053'57"E, PARALLEL TO SAID SOUTH LINE OF THE SOUTHEAST Xi OF SECTION 12, A DISTANCE OF 315.43 FEET TO SAID EAST LINE OG THE SOUTHEAST Xi OF SECTION 12 ; THENCE SOo023'31"E, ALONG SAID EAST LINE OF THE SOUTHEAST Xi OF SECTION 12, A DISTANCE OF 275.78 FEET TO THE POINT OF BEGINNING. CONTAINS 87,177 SQUARE FEET OR 2.0013 ACRES MORE OR LESS B-1 ORLA_1252671.4 EXHIBIT "c" (The "West Parcel A Propertv") A PORTION OF THE SOUTHWEST Xi OF SECTION 7 AND THE NORTHWEST Xi OF SECTION 18, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF THE SOUTHWEST Xi OF SECTION 7, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA: THENCE RUN NOo018'20"W ALONG THE WEST LINE OF SAID SOUTHWEST Xi A DISTANCE OF 2094.00 FEET; THENCE N88016'32"E A DISTANCE OF 275.37 FEET TO THE WESTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF WESTERN BELTWAY, STATE ROAD NO. 429 ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY PROJECT NO. 75320-6460- 602/603; THENCE RUN THE FOLLOWING 5 COURSES ALONG SAID LIMITED ACCESS RIGHT-OF-WAY LINE: (1) S01043'28"E A DISTANCE OF 2096.22 FEET; (2) N88046'36"E A DISTANCE OF 5.00 FEET; 93) THENCE S03036'24"W A DISTANCE OF 914.83 FEET; (4) THENCE N88016'32'E A DISTANCE OF 38.60 FEET; (5) S00034'21"W A DISTANCE OF 369.76 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF PALM DRIVE; THENCE S88018'48"W ALONG SAID NORTH RIGHT-OF-WAY LINE DISTANCE OF 302.60 FEET TO THE WEST LINE OF THE SOUTHWEST Xi OF SECTION 18, TOWNSHIP 22 SOUTH, RANGE 28EAST; THENCE NOo018'50"W ALONG SAID WEST LINE A DISTANCE OF 1283.43 FEET TO THE POINT OF BEGINNING. CONTAINING 1,018,680 SQUARE FEET OR 23.386 ACRES MORE OR LESS C-I ORLA_1252671.4