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Item #02 Approval of Second Amendment to Development Agreement for Ocoee Town Center with Oasis at Lake Bennet, LLC ocoe florid° AGENDA ITEM COVER SHEET Meeting Date: March 21, 2017 Item # v? a. Reviewed By: Contact Name: Michael Rumer, Cit anner Department Director: Contact Number: (407) 905-3100 x1018 City Manager: Subject: Second Amendment to Development Agreement Ocoee Town Center Commission District# 3— Richard Firstner Background Summary: On December 6, 2011, the City Commission approved and executed a Development Agreement for Ocoee Town Center, by and between Colonial Bluford LLC and the City of Ocoee. The Development Agreement required the development of certain future public roads with the ability to receive impact fee credit for the construction costs. Subsequent to the execution of the Original Agreement, on June 16, 2015, the City Commission approved the First Amendment to the Development Agreement which shifted the obligation to construct certain public roads to Oasis at Lake Bennet, LLC, as part of the Oasis at Lake Bennet multi-family project. Due to the timing of the construction of City Center West Orange Development, City staff authorized the construction of Public Road #3 (also known as Richmond Avenue.) to be fully constructed by City Center West Orange (see attached Development and Economic Incentive Agreement, Section 4A and Section 10, and Final Site plan for the City Center West Orange Commitment to the Improvements). This action relieved Oasis at Lake Bennet, LLC, from the obligation to construct Public Road #3. The Second Amendment to the Development Agreement proposes to remove the obligation to Construct Public Road #3 (also known as Richmond Avenue) from the Development Agreement. Issue: Should the Honorable Mayor and City Commissioners approve a Second Amendment to the Ocoee Town Center Development Agreement, removing the obligation for Oasis at Lake Bennet, LLC, to construct Public Road #3 (also known as Richmond Avenue) or any portion thereof? Recommendations: Staff respectfully recommends that the Honorable Mayor and City Commissioners approve a Second Amendment to the Ocoee Town Center Development Agreement, removing the obligation for Oasis at Lake Bennet, LLC, to construct Public Road #3 (also known as Richmond Avenue) or any portion thereof. Attachments: Second Amendment to Development Agreement City Center West Orange Final Site Plan City Center West Orange Development and Economic Incentive Agreement Financial Impact: N/A Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept. Use: Ordinance First Reading 1( Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion& Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Dana Crosby-Collier N/A Reviewed by Finance Dept. N/A Reviewed by 0 N/A THIS INSTRUMENT PREPARED BY: Chris Roper,Esq. AKERMAN LLP P.O.Box 231 Orlando,FL 32802 AFTER RECORDING RETURN TO: Melanie Sibbitt,City Clerk CITY OF OCOEE 150 N.Lakeshore Drive Ocoee,FL 34761 For Recording Purposes Only (407)905-3100 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (OCOEE TOWN CENTER) THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (this "Second Amendment") is made and entered into as of the day of , 2017, by and between OASIS AT LAKE BENNET, LLC, a Florida limited liability company, whose mailing address is 247 North Westmonte Drive, Altamonte Springs, Florida 32714 (hereinafter referred to 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(hereinafter referred to as the "City"). WITNESETH: • WHEREAS, the City and Owner's predecessor-in-title, Colonial Bluford LLC ("Colonial Bluford"), previously entered into that certain Development Agreement dated December 6, 2011, and recorded in Official Records Book 10307, Page 0396, Public Records of Orange County, Florida (the "Original Agreement"), as amended by that certain First Amendment to Development Agreement dated June 16, 2015, and recorded in Official Records Book 11009, Page 7473 (the "First Amendment," and together with the Original Agreement, the "Agreement"); and WHEREAS, in accordance with Section 5(B) of the First Amendment, Colonial Bluford conveyed the ROW Properties to the City, including the Western Half of Public Road #3, by virtue of that certain deed recorded as Document No. 20160200079 in the Public Records of Orange County, Florida; and WHEREAS, immediately following such conveyance, Owner acquired the Multi-Family Land described in the Agreement from Colonial Bluford less the ROW Properties and certain other property conveyed by Colonial Bluford to the Ocoee Town Center Property Owners Association, Inc., such that Owner is presently the owner of that certain remaining portion of the Multi-Family Land described in Exhibit "A" attached hereto and incorporated herein (the "Oasis Property"); and {40468690;3} WHEREAS, the Owner commenced construction of the multi-family (apartments) use on the Oasis Property before the City acquired the Eastern Half of Public Road#3; and WHEREAS, the owner of the Eastern Half of Public Road #3 has commenced construction of a mixed use project known as "City Center West Orange;" and WHEREAS, the parties hereto wish to amend the Agreement to reflect that both the eastern and western halves of Public Road #3 (also known as Richmond Avenue) will be constructed simultaneously with one another and in conjunction with development of the City Center West Orange project, in lieu of having the Owner construct only the Western Half of Public Road#3 as is currently provided for in Section 2(D) of the First Amendment; and WHEREAS, in accordance with Section 6 of the First Amendment, Owner and City are authorized to enter into this Second Amendment without the joinder or consent of any other owner (or lender) of the Property described in the Agreement (of which the Oasis Property is a part); and WHEREAS, the City has determined that the execution of this Second Amendment is essential to the public health, safety and welfare and the ability of the City to plan for the development of the Property. 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. Recitals; Definitions. The above recitals are true and correct and incorporated herein by this reference. All undefined capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. Section 2. Public Road #3. The Agreement is hereby amended to reflect that Owner shall be under no obligation to construct Public Road # 3 (also known as Richmond Avenue) or any portion thereof, and that certificates of occupancy or other permits and approvals may be issued for the Oasis Property in accordance with applicable City regulations but without regard to the construction, City acceptance or other aspects of Public Road #3 or any portion thereof Section 3. Effective Date. This Second Amendment shall first be executed by the Owner and submitted to the City for approval by the Ocoee City Commission. Upon approval by the Ocoee City Commission, this Second Amendment shall be executed by the City. The effective date of this Second Amendment shall be the date of execution by the City and such date shall be inserted on Page 1 of this Second Amendment (the "Effective Date"). Section 4. Covenant Running with the Land. This Second Amendment shall run with the Oasis 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 Oasis Property or any portion thereof {40468690;3} 2 Section 5. Agreement in Full-Force. The parties agree that, as of the Effective Date, no party is currently in default under the Agreement. Except as expressly modified herein, the Agreement remains unchanged and in full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this Second Amendment, the teiiiis of this Second Amendment shall control. Section 6. Recordation. The parties agree that an executed original of this Second Amendment shall be recorded by the Owner, at the Owner's expense, in the Public Records of Orange County, Florida. Section 7. Counterparts. This Second Amendment 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. [SIGNATURES CONTAINED ON FOLLOWING PAGES] {40468690,3} 3 IN WITNESS WHEREOF,the Owner and the City have caused this instrument to be executed by their duly authorized elected officials,partners and/or officers as of the date and year first above written. Signed, sealed, and delivered in the "OWNER" presence of the following witnesses: WITNESSES (as to both) THE OASIS AT LAKE BENNET,LLC, a Florida limited liability company By: The Oasis at Lake Bennet GP, LLC, - a Florida limited liability company, as its Manager 1 ► �• � By: Witness#1 si s Name: Robert M. Piceme Print Name ��[)►IL(�'L L hits As Its: Manager Witness#" Print Name (AM\Q R-3.6),..D.SWISCC\ STATE OF FLORIDA ) COUNTY OF SEMINOLE ) The foregoing instrument was acknowledged before me this day of -C-eJo , 2017, by Robert M. Piceme, as Manager of The Oasis at Lake Bennet GP, LLC, a Florida limited liability company, in its capacity as the Manager of THE OASIS AT LAKE BENNET, LLC, alorida limited liability company, on behalf of such company. Said person (check one) lel is personally known to me or ❑ produced as identification. [SE Notary: v r , ' PLO,, MICHELE LYNNE VICE Print N `' - ame: 4 r•71' Notary Public-State of Florida Notary Public, State of Florida s.• iris . My Comm. Expires Oct 30,2018 I My commission expires: 9,fo�yo-; Commission #FF 138095 [Signature Page Follows] {40468690;3} 4 Signed, sealed, and delivered in the "CITY" presence of the following witnesses: CITY OF OCOEE, FLORIDA, a Florida municipal corporation Signature of Witness By: Printed Name of Witness Name: Mayor Signature of Witness Attest: Name: Printed Name of Witness City Clerk FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD Approved as to form and legality this ON day of , 2017. UNDER AGENDA ITEM NO. Scott Cookson 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 acknowledgements personally appeared and , 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 foregoing document 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 , 2017. Notary Stamp NOTARY PUBLIC {40468690;3} 5 JOINDER AND CONSENT TO SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (OCOEE TOWN CENTER) The undersigned hereby certifies that it is the holder of(a) that certain Mortgage and Security Agreement recorded April 20, 2016 as DOC # 20160200090, (b) that certain Assignment of Leases and Rents recorded April 20, 2016 as DOC # 20160200091, and (c) that certain UCC-1 Financing Statement Form recorded April 20, 2016 as DOC # 20160200092, all of the Public Records of Orange County, Florida (all of the foregoing, collectively, the "Mortgage Documents"), as the Mortgage Documents may be amended from time to time, upon the Oasis Property as described in the foregoing Second Amendment to Development Agreement and the undersigned for and in consideration of valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consent to the execution of the foregoing Second Amendment to Development Agreement (Ocoee Town Center) and agrees that the lien of its Mortgage Documents described hereinabove shall be subordinated to the Agreement, as amended. IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this day of , 2017. Signed, sealed and delivered MORTGAGEE: in the presence of: M&T BANK, a New York banking corporation (Signature of Witness) By: Print Name: (Printed Name of Witness) Title: (Signature of Witness) (Printed Name of Witness) COMMONWEALTH OF MASSACHUSETTS COUNTY OF The foregoing instrument was acknowledged before me this day of 2017, by , as the of M&T Bank, a New York banking corporation, on behalf of said corporation, who ❑ is personally known to me or[1 has produced as identification. [Notary Stamp/Seal] Signature of Notary Public Printed Name: Commission Number: My Commission Expires: {40468690,3} 6 Exhibit "A" (Oasis Property) LOT 1 A parcel of land comprising a portion of Section 20, Township 22 South, Range 28 East, Orange County, Florida. Being more particularly described as follows: BEGIN at the most Westerly corner of Ocoee Town Center Boulevard according to the plat of OCOEE TOWN CENTER - PHASE 1 as recorded in Plat Book 77, Pages 37 through 41 of the Public Records of Orange County, Florida, also being a point on the Easterly right-of-way line of South Bluford Avenue according to Deed Book 430, Page 30 of said Public Records; thence run North 40° 03' 24" West along said Easterly right-of-way line for a distance of 12.32 feet to the point of curvature of a curve concave Northeasterly having a radius of 5735.72 feet, with a chord bearing of North 38° 04' 12" West, and a chord distance of 397.65 feet; thence run Northwesterly along the arc of said curve through a central angle of 03° 58' 23" for an arc distance of 397.73 feet to a point on a non tangent line; thence run North 36° 01' 13" West for a distance of 286.99 feet to a point on the Southerly right-of-way line of Maine Street an 80.00 foot wide public right-of-way: thence departing aforesaid Easterly right-of-way line of South Bluford Avenue run along said Southerly right-of-way line of Maine Street the following courses: North 08° 53' 54" East for a distance of 38.11 feet; thence run North 53° 50' 03" East for a distance of 7.87 feet to the point of curvature of a curve, concave Southeasterly having a radius of 460.00 feet, with a chord bearing of North 72° 05' 41" East, and a chord distance of 288.27 feet; thence run Northeasterly along the arc of said curve through a central angle of 36° 31' 16" for an arc distance of 293.21 feet to a point of tangency; thence run South 89° 38' 41" East for a distance of 409.61 feet to the point of curvature of a curve concave Northerly having a radius of 890.00 feet, with a chord bearing of North 86° 51' 19" East, and a chord distance of 108.66 feet; thence run Easterly along the arc of said curve through a central angle of 06° 59' 59" for an arc distance of 108.73 feet to a point of tangency; thence run North 83° 21' 20" East for a distance of 53.51 feet to a point on the Westerly line of vacated Richmond Avenue, according to City of Ocoee Resolution No. 99-08 and Official Records Book 5689, Page 830 of the Public Records of Orange County, Florida; thence run South 00° 31' 13" East along said Westerly line for a distance of 458.86 feet; thence departing said Westerly line run North 89° 56' 50" West for a distance of 86.75 feet to the point of curvature of a curve concave Southeasterly having a radius of 197.50 feet, with a chord bearing of South 69° 59' 53" West, and a chord distance of 135.45 feet; thence run Southwesterly along the arc of said curve through a central angle of 40° 06' 34" for an arc distance of 138.26 feet to a point of tangency, also being a point on the Northerly right-of-way line of aforesaid Ocoee Town Center Boulevard; thence run South 49° 56' 36" West along said Northerly right-of-way line a distance of 295.32 feet to the POINT OF BEGINNING. TOGETHER WITH: LOT 2 A parcel of land comprising Lot 4 and a portion of Lot 3, OCOEE TOWN CENTER - PHASE 1 as recorded in Plat Book 77, Pages 37 through 41 of the Public Records of Orange County, Florida. Being more particularly described as follows: COMMENCE at the most Westerly corner of Ocoee Town Center Boulevard according to the aforesaid plat of OCOEE TOWN CENTER - PHASE 1, also being a point on the Easterly right-of-way line of aforesaid South Bluford Avenue; thence run South 40° 03' 24" East along said Easterly right-of-way line for a {40468690;3} 7 distance of 70.00 feet to the POINT OF BEGINNING, also being a point on the Southerly right-of-way line of said Ocoee Town Center Boulevard; thence run North 49° 56' 36" East along said Southerly right-of- way line for a distance of 278.50 feet; to the most Westerly corner of Tract A, OCOEE TOWN CENTER - PHASE 1; thence run South 40° 03' 24" East along the Westerly line of said Tract A for a distance of 294.22 feet to the point of curvature of a curve, concave Westerly having a radius of 25.00 feet, with a chord bearing of South 04° 56' 36" West, and a chord distance of 35.36 feet; thence departing said Westerly line of Tract A run Southwesterly along the arc of said curve through a central angle of 90° 00' 00" for an arc distance of 39.27 feet to a point of tangency; thence run South 49° 56' 36" West parallel with and 14.00 feet North of (perpendicular measure) the Southerly line of said Lot 3 for a distance of 223.50 feet to the point of curvature of a curve, concave Northerly having a radius of 30.00 feet, with a chord bearing of North 85° 03' 24" West, and a chord distance of 42.43 feet; thence run Westerly along the arc of said curve through a central angle of 90° 00' 00" for an arc distance of 47.12 feet to a point of tangency, also being a point on aforesaid Easterly right-of-way line of South Bluford Avenue; thence run North 40° 03' 24" West along said Easterly right-of-way line for a distance of 289.22 feet to the POINT OF BEGINNING. {40468690;3} 8 jj)�(jE I 9 '1. 1111 gp "w U ° 0 MM 3m; lh it: ,it 1 .. 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Lakeshore Drive Ocoee,FL 34761 (407)656-2322 DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) THIS DEVELOPMENT AND ECONOMIC I CENfIVE AGREEMENT (this "Agreement") is made and entered into as of the ap'�ay , 1616 by and among CCWO DEVELOPMENT MANAGEMENT, LLC, a Florida limited liability company, whose mailing address is 7380 West Sand Lake Road, Suite 395, Orlando, FL 32819 ("CCWO"), WSCC DEVELOPMENT LLC, a Florida limited liability company, whose mailing address is 7380 West Sand Lake Road, Suite 395, Orlando, FL 32819 ("WSCC") and MAINE BOULEVARD II, L.L.C., a Florida limited liability company, whose mailing address is 7380 West Sand Lake Road, Suite 395, Orlando, FL 32819 ("MB II") (CCWO, WSCC and MB II hereinafter referred to collectively 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 (hereinafter referred to as the "City") and the CITY OF OCOEE, FLORIDA COMMUNITY REDEVELOPMENT AGENCY, an entity created pursuant to Part III of Chapter 163, Florida Statutes (the "CRA"). WITNESSETH: WHEREAS, the WSCC and MB II own fee simple title to certain lands located in Orange County, Florida, and within the corporate limits of the City of Ocoee, Florida, said lands being more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof(hereinafter referred to as the "Property"); and WHEREAS, CCWO is the intended developer of the Property and is the current contract purchaser of the Property; and WHEREAS, the Owner has applied to the City on the Property and the City has approved on the Property that certain Preliminary Site/Subdivision Plan for City Center West 0 Orange prepared by Terra-Max Engineering, Inc. date stamped received by the City of Ocoee on May 11, 2015 and approved by the City Commission of the City of Ocoee at a meeting on April 21, 2015 under Agenda Section G, Item 10 (the "Preliminary Site Plan"); and WHEREAS, the Owner has applied to the City for approval on the Property of that certain Final Site Plan for City Center of West Orange pre ared by Terra-Max Engineering, Inc. and date stamped received by the City of Ocoee on , 2016 and consistent with the Preliminary Plan(the "Final Site Plan"); and WHEREAS, the Planning and Zoning Commission has held a public hearing to review the proposed Final Site Plan for the Property and has recommended that the Ocoee City Commission approve such plan subject to additional conditions, if any, recommended by the Planning and Zoning Commission; and WHEREAS, pursuant to the application of the Owner, at its meeting held on , 2016, the Ocoee City Commission approved, subject to the execution of thi Agreement, the Final Site Plan, with such additional revisions to such plans, if any, as may be reflected in the minutes of said City Commission meeting (collectively, the "Final Plans"); and WHEREAS, the City has determined that the execution of this Agreement is essential to the public health, safety and welfare and the ability of the City to plan for the development of the Property in accordance with the Final Plan; and WHEREAS, the Florida Legislature has encouraged the use of public-private partnerships to develop property with community redevelopment areas; and WHEREAS, the development of the Property consistent with the Final Plans will help achieve the goals of the City and the CRA with respect to target area 2 within the CRA lands ("Target Area 2"); and WHEREAS, the City and CRA are committed to the development of the CRA lands, including Target Area 2, and like many cities and redevelopment agencies, desire to focus on economic development to improve the local economy by attracting business, creating jobs and expanding the tax base; and WHEREAS, the Owner has requested and the City and the CRA have agreed to provide certain economic incentives in connection with the development of the Property; and WHEREAS, subject to the terms and conditions of this Agreement, the economic incentives total in excess of$9,300,000.00 and are comprised of the following: (i) a reduction in the applicable plan review fee of more than $500,000.001; (ii) tax increment incentive credit The actual amount of the savings to the Owner is not determinable as of the date of this Agreement. However, based on anticipated development costs for the project submitted by the Owner, the plan review incentive set forth herein exceeds$500,000.00. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT ff) (City Center West Orange Phase 1) toward applicable Water and Sewer Capital Charges in the amount of $6,204,296.00 (iii) Transportation Impact Fee Credits (as defined below) in the amount of$1,978,702.00; (iv) Parks • and Recreation •Impact Fee Credits (as defined below) in the amount of$200,000.00; and (v) payment from the City's Stormwater Fund for the Maine Street Retention Pond (as defined herein)in ;the amount of$417,002.00; and WHEREAS, the Owner and the City desire to execute this Agreement in order to evidence their mutual agreement as to (i) certain matters related to the development of the Property and as a condition to the approval by the City of the Final Plans, and (ii) certain matters related to the City's and CRA's economic incentives applicable to the development of the Property. • . 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. Recitals; Definitions. The above recitals are true and correct and incorporated herein by this reference. All capitalized terms not otherwise defined herein shall be as defined or described on the Final Plans, unless otherwise indicated. Section 2. Development Approvals. 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 Final Plan or the Owner's development of the Property. Notwithstanding this Agreement, the Owner must comply with all applicable procedures and standards relating to the development of the Property. Section 3. Credits and Entitlements. Notwithstanding anything contained herein to the contrary, following the conveyance of the Property to CCWO, all entitlements and credits granted or provided by the City to Owner shall be owned and received solely by CCWO; neither WSCC nor MB II shall be entitled to receive any such entitlements or credits during their time of ownership of the Property. Section 4. Development of the Property. (A) The Owner hereby agrees to develop the Property in•accordance with the Final Plans, and all permits and approvals issued by the City and other governmental entities with respect to the Property. As of the date hereof, the Final Plans have been approved by the City, such Final Plans being hereby incorporated herein by reference as if fully set forth herein. (B) The Owner hereby agrees that the Property shall be developed in accordance with and is made subject to that certain Target Areas Special Development Plan adopted by the City of Ocoee's Community Redevelopment Agency. (C) The Owner hereby agrees that the Property shall be developed in accordance with and is made subject to those certain Conditions of Approval attached hereto as DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) • Exhibit "B" and by this reference made a part hereof(the "Conditions of Approval"). The Owner further agrees to comply with all of the terms and provisions of the Conditions of Approval. The Conditions of Approval attached hereto as Exhibit"B" are also set forth on Sheet C2.1 of the Final Plans. (D) Except as otherwise expressly set forth in this Agreement, it is agreed that the Final Plans for the Property shall conform to the Ocoee Land Development Code requirements in effect at the time of approval of any such plans. 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. (E) Notwithstanding anything contained herein to the contrary, the City's and CRA's obligations contained herein are specifically conditioned on the Owner developing the Property consistent with the requirements set forth in this Section 3 and elsewhere in the Agreement. Section 5. Waivers from the Ocoee Land Development Code. As part of the approval of the Preliminary Plans, the Owner has been granted waivers from the requirements of the Ocoee Land Development Code, said waivers being set forth in Exhibit "C" attached hereto and by this reference made a part hereof (the "Waivers"). The Waivers are also set € forth on the cover sheet of the Preliminary Plans. Section 6. Building Plan Review Fee. Notwithstanding anything contained herein or in the Final Plans to the contrary, provided that (i) the Owner is not then in default under any of the obligations contained in this Agreement; and (ii) only as it applies to building plans submitted for the construction of the horizontal development and the parking garages and shell buildings within the Property (the "Initial Construction Improvements"); (iii) provided that construction of the horizontal development of the Initial Construction Improvements commences prior to January 1, 2017; and (ii) provided such payment is made in connection with plans submitted on or before August 31, 2017 (the "Plan Review Discount Deadline"), building and fire plan review fees for construction of the Initial Construction Improvements, currently assessed at 14 of 1% and ' of 1%, respectively, of the anticipated construction costs s' for such improvements, shall instead be assessed at a flat fee of $500,000.00 (the "Flat Review Fee"). The Flat Review Fee shall be payable as follows: (i) $1,000.00 of the Flat Review Fee shall be paid for each plan submitted at the time such plan is submitted to the City for review, provided such submissions are prior to the Plan Review Discount Deadline; (ii)the balance of the Flat Review Fee shall be submitted to the City on or before the date the first building permit is issued for the Property (the "Balance Payment"). $200,000.00 of the Balance Payment shall be retained by the City in a separate account and used for the City's purchase and maintenance of plan review/permit tracking software, permanent or temporary positions relating to inspections or other specific needs relating to the project to be developed on the Property. Nothing herein shall prohibit the City from using any software, employees or other items purchased with the $200,000.00 of the Balance Payment for other projects or properties in the City. The remainder of the Balance Payment shall be applied and used by the DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) 1 4 3 { g5 J City consistent with its normal procedure relating to the receipt of building and fire plan review fees. Notwithstanding anything to the contrary contained herein, the Flat Review Fee f • shall not be applicable and instead the then applicable standard fees shall apply in'the event the construction of the horizontal development of the Initial Construction Improvements does not i commence prior to January 1, 2017 or in the event building plans are not submitted on or before August 31, 2017. 1 Section 7. Deferral of Payment of Sewer and Water Capital Charges. Notwithstanding anything contained herein or in the Final Plans to the contrary, provided that i the Owner is not then in default under any of the obligations contained in this Agreement and only as it applies to development of the Initial Construction Improvements, the applicable Sewer and Water Capital Charges that are required in connection with the Initial Construction r Improvements that are due and payable pursuant to the Code of Ordinances of the City at the f time a building permit is issued shall instead be due and payable on the date of issuance of a , temporary or the final certificate of occupancy/certificate of completion for such improvements and, if at such time the amounts generated are sufficient, paid out of the Tax Increment t Recapture (as defined below) generated from the Property up to the Tax Increment Cap (as t defined below). In the event there is not sufficient Tax Increment Recapture available to pay the applicable Sewer and Water Capital Charges within two (2) years following the issuance of the first temporary or the final certificate of occupancy/certificate of completion for the Initial Construction Improvements, Owner shall pay on its own the applicable Sewer and Water i Capital Charges that are required in connection with the Initial Construction Improvements that f. are due and payable in such two (2) year period. However, the City shall reimburse Owner for t any payments toward Sewer and Water Capital Charges paid for by Owner out of the Tax Increment Recapture received following such two (2) year period. Notwithstanding the e foregoing, such payments to Owner shall only be made in the event the Tax Increment Recapture at such time exceeds the amount of applicable Sewer and Water Capital Charges paid by the City out of the Tax Increment Recapture. f Under no circumstances shall the City be obligated to issue a temporary or final i certificate of occupancy/certificate of completion for any improvements constructed on the Property until the applicable Sewer and Water Capital Charges for such improvement are paid. ! For improvements on the Property other than the Initial Construction Improvements (including, but not limited to, any applicable upcharge for uses beyond a retail shell), Sewer f and Water Capital Charges shall be due and payable in amounts and pursuant to the timing set forth in the Code of Ordinances of the City. Notwithstanding anything to the contrary I contained herein, the deferral and payment of Sewer and Water Capital Charges shall not be f applicable in the event a temporary or final certificate of occupancy/certificate of completion I for such improvements is not issued on or before April 1, 2019, the Tax Increment Cap has been reached or the Recapture Period (as defined below) has expired. Section 8. Tax Increment Incentive. t t (A) The following terms shall have the following meanings: t DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT 1 ) t (City Center West Orange Phase 1) ( t t (1) "Tax Increment Cap" means $6,204,296.00. • • (2) "Tax Increment Recapture" •means the portion of Tax Increment Revenue directly attributable to the Property used for the purpose of paying Sewer and Water Capital Charges applicable for vertical improvements constructed on the Property. (3) "Tax Increment Revenue" means the "incremental revenues" (as defined in Section 163.340(22), Part III of Chapter 163, Florida Statutes) deposited into the CRA trust fund that are directly attributable to the Property calculated in accordance with the formula set forth in Section 163.387(1), Florida Statutes. For purposes of part (b) of the formula for calculating the Tax Increment Revenue, the base year value of the project shall be $2,020,524.00 (the "Base Year Value"). (B) Provided that the real estate taxes levied on the Property are paid prior to becoming delinquent and provided that the Owner is not then in default under any of the obligations contained in this Agreement, the Tax Increment Recapture will be used for the purpose of paying Sewer and Water Capital Charges applicable for vertical improvements constructed on the Property over and up to a ten (10) year period (the "Recapture Period") beginning on May 1 of the year that commences after the first temporary or final certificate of occupancy/certificate of completion is issued for the shell buildings and parking garages within the Property, and the Orange County Property Appraiser assesses the value of the Property. (C) The amount of the Tax Increment Recapture for the purpose of paying applicable Sewer and Water Capital Charges shall be a percentage of the Tax Increment Revenue, with the cumulative payments toward Sewer and Water Capital Charges out of the F Tax Increment Recapture not to exceed the Tax Increment Cap. If the taxable value of the Property (as determined by the Orange County Property Appraiser, taking into consideration any allowable adjustments by the Value Adjustment Board) in any year during the Recapture Period exceeds the Base Year Value, the Tax Increment Recapture shall equal thirty-five percent (35%) of the Tax Increment Revenue provided that the sum of all Tax Increment Recapture payments used for the purpose of paying applicable Sewer and Water Capital Charges does not exceed the Tax Increment Cap. Section 9. Deferral of Payment of Transportation Impact Fees. Notwithstanding anything contained herein or in the Final Plans to the contrary, provided that the Owner is not then in default under any of the obligations contained in this Agreement and only as it applies to development of the Initial Construction Improvements, transportation impact fees that are required in connection with the Initial Construction Improvements that are due and payable pursuant to the Code of Ordinances of the City at the time a building permit is issued shall instead be due and payable on the date of issuance of a temporary or the final certificate of occupancy/certificate of completion for such improvements. Once the Transportation Impact Fee Credits as described in Section 10 below is P P exhausted, under no circumstances shall the City be obligated to issue a temporary or final certificate of occupancy/certificate of completion for any improvements constructed on the Property until the applicable impact fees for such improvement are paid. At all times school, DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) police and fire impact fees shall be due and payable in amounts and pursuant to the timing set forth in the Code of Ordinances of the City. For improvements on the Property other than the • Initial Construction Improvements (including, but not limited to, any applicable upcharge for • uses beyond a retail shell), transportation impact fees shall be due and payable in amounts and pursuant to the timing set forth in the Code of Ordinances of the City. Notwithstanding anything to the contrary contained herein, the deferral of transportation impact fees shall not be applicable in the event a temporary or final certificate of occupancy/certificate of completion for such improvements is not issued on or before April 1, 2019. Section 10. Transportation Impact Fee Credits. In the event the construction of Richmond Avenue, Maine Street Section 1, Ocoee Town Center Boulevard/Street B, Street C, Street A, Lake Bennett Drive Extension, Maine Street Section 2 and Maine Street Retention Pond (all as defined below) commences by January 1, 2017 and are completed and accepted by the City as public roads prior to August 31, 2017 and provided that the Owner is not then in default under any of the obligations contained in this Agreement, Owner shall be entitled to transportation impact fee credits in the total amount of $1,978,702.00 (the "Transportation Impact Fee Credits"). The amount of the Transportation Impact Fee Credits is fixed and is not based on the actual construction costs incurred relating to the construction of such improvements. The Transportation Impact Fee Credits may only be applied toward transportation impact fees that are due and payable in connection with improvements constructed on the Property. Except as specifically set forth in this Section 10 and Section 11 below, no additional impact fee credits will be available for the construction of any improvements on the Property. Section 11. Parks and Recreation Impact Fee Credits. In the event the construction of Richmond Avenue, Maine Street Section 1, Ocoee Town Center Boulevard/Street B, Street C, Street A, Lake Bennett Drive Extension, Maine Street Section 2 and Maine Street Retention Pond commences by January 1, 2017 and are completed and accepted by the City as public roads prior to August 31, 2017 and provided that the Owner is not then in default under any of the obligations contained in this Agreement, Owner shall be entitled to parks and recreation impact fee credits in the total amount of $200,000.00 (the "Parks and Recreation Impact Fee Credits"). The amount of the Parks and Recreation Impact Fee Credits is fixed and is not based on the actual construction costs incurred relating to the construction of such improvements. The Parks.and Recreation Impact Fee Credits may only be applied toward parks and recreation impact fees that are due and payable in connection with improvements constructed on the Property. Section 12. Construction of Richmond Avenue. The Final Plans show the entire width of Richmond Avenue, a road segment with street parking and curb cuts with the right-of way running north and south adjacent to the western edge of the Property ("Richmond Avenue"). Notwithstanding what is depicted on the Final Plans, Owner owns only the eastern half of Richmond Avenue (the "Eastern Half of Richmond Avenue"). The City owns, or has contracted to acquire from the adjacent owner, the western half of Richmond Avenue (the "Western Half of Richmond Avenue"). In the event the entire Richmond Avenue has not then been completed either by the adjacent owner to the west or another party, then Owner DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) shall be responsible for the construction of the entirety of Richmond Avenue, or so much as remains to be completed. Such construction shall be in accordance with the requirements of • • the City and shall accommodate access points to the adjacent property to the west. In the event Owner does not then possess fee simple title to all of the Eastern Half of Richmond Avenue land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. Nothing herein shall prevent Owner and the adjacent owner to the west from entering into a mutually acceptable agreement for the construction of Richmond Avenue, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of Richmond Avenue must commence prior to January 1, 2017 and the entire Richmond Avenue must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 13. Conveyance of Eastern Half of Richmond Avenue. (A) In the event the completion of Richmond Avenue is required by the City in its reasonable discretion prior to the time required above for Owner to construct the same, Owner agrees to convey the Eastern Half of Richmond Avenue land to the City within thirty (30) days following receipt of written notice from the City requesting the same. In addition, in the event the Eastern Half of Richmond Avenue land has not previously been conveyed to the City and Owner plats any portion of the Property, Owner shall, in connection with such plat, dedicate the Eastern Half of Richmond Avenue land to the City on such plat. Within twenty (20) days of receipt of a written request from the City, the Owner will, at the Owner's expense, prepare and provide the City with a metes and bounds legal description and sketch of description of the Eastern Half of Richmond Avenue land. The aforesaid legal description and sketch shall be certified to the City and shall be subject to the review and approval of the City. Prior to the conveyance of the Eastern Half of Richmond Avenue land to the City, the Owner shall be solely responsible for the Eastern Half of Richmond Avenue land, including but not limited to the maintenance thereof and the payment of all applicable taxes. (B) The Eastern Half of Richmond Avenue land shall be conveyed by the Owner to the City by special warranty deed, free and clear of all liens and encumbrances except for those matters acceptable to the City. The Owner shall, contemporaneously with the conveyance of the Eastern Half of Richmond Avenue land to the City, provide to the City a current title commitment, to be followed by a policy of title insurance (not to exceed $17,300 in coverage) evidencing that fee simple title to the Eastern Half of Richmond Avenue land is free and clear of all liens and encumbrances except for those matters acceptable to the City. The costs and expenses related to the conveyance and dedication of the Eastern Half of Richmond Avenue land, including the cost of title work and recording fees, shall be borne solely by the Owner. Real property taxes on the Eastern Half of Richmond Avenue land shall be prorated as of the day before the City's acceptance of the dedication and conveyance of the same, and the prorated amount of such real property taxes attributable to the Owner shall be paid and escrowed by the Owner in accordance with the provisions of Section 196.295, Florida Statutes; provided, however, that if the conveyance occurs between November 1 and DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) December 31, then the Owner shall be responsible for the real property taxes for the entire year. Section 14. Construction of Maine Street Section 1. The Final Plans show the • extension of Maine Street, a road segment with street parking and curb cuts with the right-of- way running east and west along the northern boundary of the Property from just west of the Richmond Avenue and Maine Street intersection to just east of the Street C and Maine Street intersection ("Maine Street Section 1"). In the event Maine Street Section 1 has not then been completed by another party, then Owner shall be responsible for the construction of Maine Street Section 1, or so much as remains to be completed. Such construction shall be in accordance with the requirements of the City and shall accommodate access points to the adjacent property to the north. In the event Owner does not then possess fee simple title to all of the Maine Street Section 1 land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. Nothing herein shall prevent Owner and any other party from entering into a mutually acceptable agreement for the construction of Maine Street Section 1, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of Maine Street Section 1 must commence prior to January 1, 2017 and the entire Maine Street Section 1 must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 15. Conveyance of Maine Street Section 1. (A) In the event the completion of Maine Street Section 1 is required by the City in its reasonable discretion prior to the time required above for Owner to construct the same, Owner agrees to convey the Maine Street Section 1 land to the City within thirty (30) days following receipt of written notice from the City requesting the same. In addition, in the event the Maine Street Section 1 land has not previously been conveyed to the City and Owner plats any portion of the Property, Owner shall, in connection with such plat, dedicate the Maine Street Section 1 land to the City on such plat. Within twenty (20) days of receipt of a written request from the City, the Owner will, at the Owner's expense, prepare and provide the City with a metes and bounds legal description and sketch of description of the Maine Street Section 1 land. The aforesaid legal description and sketch shall be certified to the City and shall be subject to the review and approval of the City. Prior to the conveyance of the Maine Street Section 1 land to the City, the Owner shall be solely responsible for the Maine Street Section 1 land, including but not limited to the maintenance thereof and the payment of all applicable taxes. (B) The Maine Street Section 1 land shall be conveyed by the Owner to the City by special warranty deed, free and clear of all liens and encumbrances except for those matters acceptable to the City. The Owner shall, contemporaneously with the conveyance of the Maine Street Section 1 land to the City, provide to the City a current title commitment, to be followed by a policy of title insurance (not to exceed $17,300 in coverage) evidencing that fee simple title to the Maine Street Section 1 land is free and clear of all liens and encumbrances except for those matters acceptable to the City. The costs and expenses DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) related to the conveyance and dedication of the Maine Street Section 1 land, including the cost of title work and recording fees, shall be borne solely by the Owner. Real property taxes on the Maine Street Section 1 land shall be prorated as of the day before the City's acceptance of the dedication and conveyance of the same, and the prorated amount of such real property taxes attributable to the Owner shall be paid and escrowed by the Owner in accordance with the provisions of Section 196.295, Florida Statutes; provided, however, that if the conveyance occurs between November 1 and December 31, then the Owner shall be responsible for the real property taxes for the entire year. Section 16. Construction of Ocoee Town Center Boulevard/Street B. The Final Plans show the extension of Ocoee Town Center Boulevard/Street B, a road segment with a round-about connecting with Street A to the north and possibly the extension of Lake Bennett Drive to the south, with street parking and curb cuts with the right-of-way running east and west along the southern boundary of the Property from just west of the Richmond Avenue and Ocoee Town Center Boulevard intersection to the intersection with Street C ("Ocoee Town Center Boulevard/Street B"). In the event Ocoee Town Center Boulevard/Street B has not then been completed by another party, then Owner shall be responsible for the construction of Ocoee Town Center Boulevard/Street B, or so much as remains to be completed. Such construction shall be in accordance with the requirements of the City and shall accommodate access points to the adjacent property to the south. In the event Owner does not then possess fee simple title to all of the Ocoee Town Center Boulevard/Street B land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. Nothing herein shall prevent Owner and any other party from entering into a mutually acceptable agreement for the construction of Ocoee Town Center Boulevard/Street B, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of Ocoee Town Center Boulevard/Street B must commence prior to January 1, 2017 and the entire Ocoee Town Center Boulevard/Street B must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 17. Conveyance of Ocoee Town Center Boulevard/Street B. (A) In the event the completion of Ocoee Town Center Boulevard/Street B is required by the City in its reasonable discretion prior to the time required above for Owner to construct the same, Owner agrees to convey the Ocoee Town Center Boulevard/Street B land to the City within thirty (30) days following receipt of written notice from the City requesting the same. In addition, in the event the Ocoee Town Center Boulevard/Street B land has not previously been conveyed to the City and Owner plats any portion of the Property, Owner shall, in connection with such plat, dedicate the Ocoee Town Center Boulevard/Street B land to the City on such plat. Within twenty (20) days of receipt of a written request from the City, the Owner will, at the Owner's expense, prepare and provide the City with a metes and bounds legal description and sketch of description of the Ocoee Town Center Boulevard/Street B land. The aforesaid legal description and sketch shall be certified to the City and shall be subject to the review and approval of the City. Prior to the conveyance of the Ocoee Town Center Boulevard/Street B land to the City, the Owner shall be DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) • solely responsible for the Ocoee Town Center Boulevard/Street B land, including but not limited to the maintenance thereof and the payment of all applicable taxes. (B) The Ocoee Town Center Boulevard/Street B land shall be conveyed by the Owner to the City by special warranty deed, free and clear of all liens and encumbrances except for those matters acceptable to the City. The Owner shall, contemporaneously with the conveyance of the Ocoee Town Center Boulevard/Street B land to the City, provide to the City a current title commitment, to be followed by a policy of title insurance (not to exceed $17,300 in coverage) evidencing that fee simple title to the Ocoee Town Center Boulevard/Street B land is free and clear of all liens and encumbrances except for those matters acceptable to the City. The costs and expenses related to the conveyance and dedication of the Ocoee Town Center Boulevard/Street B land, including the cost of title work and recording fees, shall be borne solely by the Owner. Real property taxes on the Ocoee Town Center Boulevard/Street B land shall be prorated as of the day before the City's acceptance of the dedication and conveyance of the same, and the prorated amount of such real property taxes attributable to the Owner shall be paid and escrowed by the Owner in accordance with the provisions of Section 196.295, Florida Statutes; provided, however, that if the conveyance occurs between November 1 and December 31, then the Owner shall be responsible for the real property taxes for the entire year. Section 18. Construction of Street C. The Final Plans show Street C, a road segment with street parking and curb cuts with the right-of-way running northeast and southwest along the eastern boundary of the Property from the intersection with Street B to the intersection with Maine Street Section 1 ("Street C"). In the event Street C has not then been completed by another party, then Owner shall be responsible for the construction of Street C, or so much as remains to be completed. Such construction shall be in accordance with the requirements of the City. In the event Owner does not then possess fee simple title to all of the Street C land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. Nothing herein shall prevent Owner and any other party from entering into a mutually acceptable agreement for the construction of Street C, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of Street C must commence prior to January 1, 2017 and the entire Street C must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 19. Conveyance of Street C. (A) In the event the completion of Street C is required by the City in its reasonable discretion prior to the time required above for Owner to construct the same, Owner agrees to convey the Street C land to the City within thirty (30) days following receipt of written notice from the City requesting the same. In addition, in the event the Street C land has not previously been conveyed to the City and Owner plats any portion of the Property, Owner shall, in connection with such plat, dedicate the Street C land to the City on such plat. Within twenty (20) days of receipt of a written request from the City, the Owner will, at the Owner's expense, prepare and provide the City with a metes and bounds legal description and DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) • sketch of description of the Street C land. The aforesaid legal description and sketch shall be • certified to the City and shall be subject to the review and approval of the City. Prior to the conveyance of the Street C land to the City, the Owner shall be solely responsible for the Street C land, including but not limited to the maintenance thereof and the payment of all applicable taxes. (B) The Street C land shall be conveyed by the Owner to the City by special warranty deed, free and clear of all liens and encumbrances except for those matters acceptable to the City. The Owner shall, contemporaneously with the conveyance of the Street C land to the City, provide to the City a current title commitment, to be followed by a policy of title insurance (not to exceed $17,300 in coverage) evidencing that fee simple title to the Street C land is free and clear of all liens and encumbrances except for those matters acceptable to the City. The costs and expenses related to the conveyance and dedication of the Street C land, including the cost of title work and recording fees, shall be borne solely by the Owner. Real property taxes on the Street C land shall be prorated as of the day before the City's acceptance of the dedication and conveyance of the same, and the prorated amount of such real property taxes attributable to the Owner shall be paid and escrowed by the Owner in accordance with the provisions of Section 196.295, Florida Statutes; provided, however, that if the conveyance occurs between November 1 and December 31, then the Owner shall be responsible for the real property taxes for the entire year. Section 20. Construction of Street A. The Final Plans show Street A, a road segment with street parking and curb cuts with the right-of-way running north and south within the interior of the Property from the round-about portion of Ocoee Town Center Boulevard/Street B to the intersection with Maine Street Section 1 ("Street A"). Owner shall be responsible for the construction of Street A. Such construction shall be in accordance with the requirements of the City. The construction of Street A must commence prior to January 1, 2017 and the entire Street A must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 21. Conveyance of Street A. At the time Owner plats any portion of the Property, Owner shall, in connection with such plat, dedicate the Street A land to the City on such plat. Prior to the dedication of the Street A land to the City, the Owner shall be solely responsible for the Street A land, including but not limited to the maintenance thereof and the payment of all applicable taxes. Section 22. Construction of Lake Bennett Drive. The Final Plans provide for two proposed locations for the future Lake Bennett Drive extension: (i) south from the round-about within Ocoee Town Center Boulevard/Street B to the existing road north of the RaceTrac parcel, and (ii) southwest from the intersection of Street B and Street C to the existing road north of the RaceTrac parcel (the final determined location for such road referred to herein as the "Lake Bennett Drive Extension"). The City shall ultimately determine the final location of the Lake Bennett Drive Extension, with the understanding that preference shall be given to option (ii) above. The City shall advise Owner as soon as possible if option (i) is selected, DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) however, the City shall not have the right to select option (i) in the event Owner has commenced the design and permitting of Lake Bennett Drive Extension pursuant to option (ii). In the event the Lake Bennett Drive Extension has not then been completed by another party and the City then owns the Lake Bennett Drive Extension land or has a commitment from the owner thereof to convey the same within ninety (90) days of a request by the City, then Owner shall be responsible for the design, engineering and construction of Lake Bennett Drive Extension, or so much as remains to be completed. Such construction shall be in accordance with the requirements of the City. In the event at the time Owner is prepared to commence construction on the Property and the City does not own the Lake Bennett Drive Extension or does not have a commitment from the owner thereof to convey the same within ninety (90) days of a request by the City, Owner shall have no obligation to construct the Lake Bennett Drive Extension. Nothing herein shall prevent Owner and any other party from entering into a mutually acceptable agreement for the construction of Lake Bennett Drive Extension, with such costs to be mutually agreed upon between such parties. However, provided that the City then owns the Lake Bennett Drive Extension land or has a commitment from the owner thereof to convey the same within ninety (90) days of a request by the City, the construction of Lake Bennett Drive Extension must commence prior to January 1, 2017 and the entire Lake Bennett Drive Extension must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 23. Construction of Maine Street Section 2. In order to accommodate the development of the Property for its intended use and to alleviate traffic concerns in the area and in lieu of contributing to or making necessary improvements to Bluford Avenue, Owner shall be responsible for the extension of Maine Street from the eastern edge of Maine Street Section 1 east to Blackwood Avenue (the final determined location for such road referred to herein as the "Maine Street Section 2"). Owner shall be responsible for the design, engineering and construction of Maine Street Section 2, or so much as remains to be completed. Such construction shall be in accordance with the requirements of the City. In the event Owner and City do not then possess fee simple title to all of the Maine Street Section 2 land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. The construction of Maine Street Section 2 must commence prior to January 1, 2017 and the entire Maine Street Section 2 must be completed and accepted by the City as a public road prior to issuance of the first building permit for vertical construction on the Property and in any event prior to August 31, 2017. Section 24. Construction of Maine Street Retention Pond. The Final Plans provide for a master retention pond located near the northeast corner of Maine Street and Chicago Avenue (the "Maine Street Retention Pond"). The Maine Street Retention Pond is intended to accommodate the stormwater drainage from both Maine Street Section 1 and Maine Street Section 2. Owner shall be responsible for the construction of the Maine Street Retention Pond. Such construction shall be in accordance with the requirements of the City. In the event Owner does not then possess fee simple title to all of the Maine Street Retention Pond land, Owner, at Owner's sole cost and expense shall acquire such land prior to commencing construction. The construction of the Maine Street Retention Pond must commence prior to DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) January 1, 2017 and the entire Maine Street Retention Pond must be completed and accepted by the City prior to the City's acceptance of any portion of Maine Street Section 1 or Maine Street Section 2, but in all events prior to August 31, 2017. In the event commencement of the Maine Street Retention Pond commences prior to January 1, 2017 and is completed and accepted by the City prior to August 31, 2017 and provided that the Owner is not then in default under any of the obligations contained in this Agreement, within sixty (60) days of the City's issuance of the first certificate of occupancy for a commercial use within the Property the City shall pay to Owner a cash payment of$417,002.00 out of the City's Stormwater Fund. Section 25. Use and Maintenance of Maine Street Retention Pond. Upon completion of Maine Street Section 1, Maine Street Section 2 and the Maine Street Retention Pond, Owner shall grant or cause to be granted a permanent, non-exclusive drainage easement (the "Drainage Easement") over the Maine Street Retention Pond and related facilities for the conveyance of stormwater from Maine Street to the Maine Street Retention Pond (the "Easement Lands"). Owner will, at the Owner's expense, prepare and provide the City with a metes and bounds legal description and sketch of description of the Easement Lands. The aforesaid legal description and sketch shall be certified to the City and shall be subject to the review and approval of the City. The Drainage Easement shall be on City easement forms utilized for comparable easements obtained by the City. Section 26. Condominium Ownership. In the event the Owner elects to develop any portion of the Property as residential condominium or short-term rental uses, the Owner shall first obtain the approval of the City. In addition, prior to submittal of any condominium declaration for approval by any governmental entity, the City shall have the right to review and approve such declaration, with such approval not to be unreasonably withheld, conditioned or delayed. The City's approval of the form of ownership and review of any condominium declaration shall not be construed as any approval of compliance with any governmental requirements or guaranty of suitability or viability to Owner or any investor or subsequent owner of any portion of the Property. Section 27. Bluford Avenue and Maine Street Traffic Signal. (A) The City has reviewed and accepted that certain Traffic Impact Analysis prepared by Traffic and Mobility Consultants dated February 27, 2015 (the "Traffic Study"). The Traffic Study is premised upon the Property being developed consistent with the Final Plans (the "Owner's Proposed Development"). The Traffic Study indicates that, when taking into account the Owner's Proposed Development, a traffic signal is warranted at the Bluford Avenue and Maine Street intersection (the "Traffic Signal"). (B) Owner acknowledges that Section 9-9 of the Code of Ordinances of the City of Ocoee does not allow the proportionate fair share program to apply to developments that have identified transportation improvements or right-of-way conveyances in an approved Development Agreement. Therefore, as a part of the necessary transportation improvements to accommodate the traffic needs associated with the Final Plans, the Owner DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) shall be responsible for seventy percent(70%) of the costs for the design, permitting and installation of the Traffic Signal. (C) Pursuant to policies in the Intergovernmental Coordination Element of the City comprehensive plan, the City shall coordinate with affected jurisdictions, including FDOT and Orange County, regarding mitigation to affected facilities not under the jurisdiction of the City. (D) Neither the Owner nor any other person or entity shall be entitled to any impact fee credits or other compensation of any kind for, on account of, or with respect to the amount paid for the Traffic Signal or the Turn Lane Improvements as forth above and the Owner's compliance with the requirements of this section. (E) The parties hereto recognize that the Owner's Proposed Development of the Property has been determined to meet the City's requirements for transportation concurrency based upon the road construction and conveyance obligations contained herein and the payments in connection with the Traffic Signal or the Turn Lane Improvements but that a more intense development of the Property than that assumed by the Traffic Study could adversely affect the transportation concurrency review undertaken by the City and subject the Property to further transportation concurrency review and require an updated traffic study. Section 28. Concurrency. (A) Immediately following the approval of the Final Plans and this Agreement, the Owner shall apply for a Final Certificate of Concurrency for the development of the Property in accordance with the procedures set forth in the City's Land Development Code (the "Final Certificate of Concurrency"). Provided the Owner is not then in default under this Agreement, the City agrees to promptly issue the Final Certificate of Concurrency following receipt of such application. Notwithstanding anything to the contrary contained herein or in the City's Land Development Code, the Property shall be vested for a three (3) year period following eighty percent (80%) build-out of the Initial Construction Improvements, as reasonably agreed upon between the City and the engineer of record for the project. With such vesting, however, the Owner may not assign or sell ERU's of sanitary sewer capacity to a buyer or owner of property outside of the Property, but may from time to time assign or sell ERU's of sanitary sewer capacity to a buyer or owner of a parcel which is located within the Property; any excess of ERU's of sanitary sewer capacity not utilized for the Property shall be deemed retained by the City. (B) It shall be the responsibility of Owner to commence construction of the improvements on the Property prior to the expiration of the Final Certificate of Concurrency or any extensions thereof, or any Transportation Capacity Reservation Certificates ("TCRC's") which may be issued pursuant to the provisions of the Ocoee Land Development Code. The City makes no warranty or representation regarding the ability of the Owner to obtain a new Final Certificate of Concurrency or TCRC should Owner fail to DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) commence construction of subdivision improvements prior to the expiration of the Final Certificate of Concurrency or any TCRC, respectively. (C) The City represents to the Owner that: (1) The development of the Property will not be subject to further concurrency review under the City's Comprehensive Plan and Land Development Code following issuance of the Final Certificate of Concurrency so long as the Owner commences construction of subdivision improvements in accordance therewith prior to the expiration of the Final Certificate of Concurrency; and (2) In the event the Owner obtains a TCRC in accordance with the provisions of the City's Land Development Code which reserves sufficient transportation capacity for the buildout of the development proposed for the Property, then the development of the Property will not be subject to further concurrency review for transportation under the City's Comprehensive Plan and Land Development Code so long as the Owner commences construction of subdivision improvements in accordance therewith prior to the expiration of the TCRC. Section 29. Development Limitation Based on Transportation Impact. Notwithstanding any provision contained herein to the contrary, the Property shall not be developed in such a manner so as to generate more than a total of 10,844 net new trips calculated on the basis of the latest edition of the ITE Manual and the City's Transportation Impact Fee Update as referenced in Section 87-2 of the Ocoee City Code, such calculation to be made each time an application is made for the construction of a building within the Property. Section 30. Notice. Any notice delivered with respect to this Agreement shall be in writing and be deemed to be delivered (whether or not actually received) when (i) hand delivered to the other party, or (ii) when sent by overnight courier service for next business day delivery (i.e., Federal Express), addressed to the party at the address set forth opposite the party's name below, or such other person or address as the party shall have specified by written notice to the other party delivered in accordance herewith: OWNER: W Development De elopment LLC Attention: David Townsend 7380 West Sand Lake Road Suite 395 Orlando, FL 32819 Maine Boulevard II, L.L.C. Attention: David Townsend 7380 West Sand Lake Road Suite 395 Orlando, FL 32819 DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) CCWO Development Management, LLC Attention: David Townsend 7380 West Sand Lake Road Suite 395 Orlando, FL 32819 With a copy to: Randy Rush, Esq. Winderweedle,Haines, Ward& Woodman, P.A. 329 Park Avenue North, Second Floor Winter Park,FL 32789 CITY: City of Ocoee Attention: City Manager 150 North Lakeshore Drive Ocoee, Florida 34761 With a copy to: Shuffield, Lowman& Wilson, P.A. Attention: Scott A. Cookson, City Attorney 1000 Legion Place, Suite 1700 Orlando, Florida 32801 Section 31. Covenant Running 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 32. Recordation of Agreement. 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 33. Applicable Law. This Agreement and the provisions contained herein shall be construed, controlled, and interpreted according to the laws of the State of Florida. Section 34. 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 35. Agreement; Amendment. This Agreement constitutes the entire agreement between the parties, and supersedes all previous discussions, understandings and agreements, with respect to the subject matter hereof; provided, however, that it is agreed that this Agreement is supplemental to the Final Plans and does not in any way rescind or modify any provisions of the Final Plans. Amendments to and waivers of the provisions of this Agreement shall be made by the parties only in writing by formal amendment. Section 36. Further Documentation. The parties agree that at any time following a request by the other party, each shall execute and deliver to the other party such further DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) documents and instruments, in form and substance reasonably necessary to confirm and/or effectuate the obligations of either party hereunder. • Section 37. Specific Performance. Both the City and the Owner shall have the right to enforce the terms and conditions of this Agreement by an action for specific performance. Section 38. Attorneys' Fees. In the event that either party finds it necessary to commence an action against the other party to enforce any provision of this Agreement or because of a breach by the other party of any terms hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees, paralegal 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 39. 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. Section 40. 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 41. Severability. If any word, sentence, phrase, paragraph, provision, or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portion hereof so long as the purpose and intent of this Agreement can still be achieved. Section 42. Effective Date. The Effective Date of this Agreement shall be the day this Agreement is last executed by a party hereto and such date shall be inserted on Page 1 of this Agreement. [THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK] DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) IN WITNESS WHEREOF, the Owner and the City have caused this instrument to be executed by their duly authorized elected officials, partners, and/or officers as of the day and year first above written. Signed, sealed and delivered OWNER: in the presence of: WSCC DEVELOPMENT LLC, a Florida limited 1': I ility coma BY: A t. 41. l'A Print ame: David J. Townsen• Title: Print Name M 1 1SQCI.C Zst4 ate Zatar; Print Name 2`p/ 2444,4A: STATE OF 00 n`(,'(A COUNTY OF Q r0,fl I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared ihtwd Towrlseq f as of WSCC DEVELOPMENT LLC, a Florida limited liability company, who [ ✓j is personally known to me or [_] produced as identification, and that he/she acknowledged executing the same on behalf of said Company 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 e 'G' day of c} , 2016. atu - of Notary 2,/'''""4,, MARIANA OVALLE a not ©vcti\�- • • MY COMMISSION SFF123270 Name of Notary (Typed, Printed or Stamped) N, EXPIRES May 14,2018 tom!Corp Commission Number(if not legible on seal): F F t 23a 0 My Commission Expires(if not legible on seal): Si 1 y 1 t% DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Signed, sealed and delivered OWNER: in the presence of: CCWO DEVELOPMENT MANAGEMENT, LLC, a Florida limited liability .. `any (jThr \ By: / Print Name: David J. Towns Print Name i■fl i' j(1 c.,k Title x..,.91 V#K Print Name 141 3:4,404..a: STATE OF c1.0 n'a a COUNTY OF Ora ti cp-Q I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Zvi d Tow"'as fresfd-crri-ljyk,arieg.of CCWO DEVELOPMENT MANAGEMENT, LLC, a Florida limited liability company, who [ t4' is personally known to me or [ ] produced as identification, and that he/she acknowledged executing the same on behalf of said Company 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 a, Cv day of Ptv c , 2016. Signature of Notary �(,- , MARIANA OVALLE anct Dm,l to • •' ' MY COMMISSION SFF123270 Name of Notary (Typed, Printed or Stamped) fr EXPIRES May 14,2018 Commission Number(if not legible on seal): f I.),3A Z Loy aee•otsa mm My Commission Expires(if not legible on seal): s/ /4/ /R DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase I) Signed, sealed and delivered OWNER: in the presence of: . MAINE BOULEVARD II, L.L.C., a Florida .1 ed liabilit company ( BY: i ...1.. - �._ -- ...-1. Print o ame: David J. Townse . Title:/v/ Print Name l D 7-•rC AA i t A(L(l 4A'''' C?/ %41 . Print Name Z�,,:� m Ztl(k' STATE OF b n CI G COUNTY OF c r A n�� I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Da IAA TOtalSer 4s lilItina4sel' of MAINE BOULEVARD II, L.L.C., a Florida limited liability company, who [ s personally known to me or [ ] produced as identification, and that he/she acknowledged executing the same on behalf of said Company 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 0/6' day of - futj -- , 2016. Sig . re o otary 1111W • 1''.. -�a�►,c,avna Oi�ad �l ,��, MARIANA OVALLE Name of Notary (Typed, Printed or Stamped) l MV COMMISSION#FF123210 Commission Number(if not legible on seal): �/a 302 z 7a, EXPIRES May 14,2018 My Commission Expires(if not legible on seal): 5 //c{/18 ,(4071 3iL0167 1,SM Io.aon, DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Signed, sealed and delivered CITY: in the presence of: CITY OF OCOEE, FLORIDA By: Print Name: De 51 yet fri-G Ian Zi'G Rusty, on, Mayor Attest: p z # � City Clerk • pq4 Print Name TA.dn11e A�1Qi'� S5r �pnoeoo 4�r�//f�I'' FOR USE AND RELIANCE ONLY BY AP . .+a 1• `DD" `$ °° #1.CPTY THE CITY OF OCOEE, i °. ..r. 6� ' ;• '.9,' �.�' . ' EE FLORIDA. �i�� " t. . , HELD Approved as to form and legality this 4 r'=a � , , , ='-f 2016 day of .552„15T , 2016. 1 5; , r •.• f ' NO. 7� A1. t I R. f •^ SHUFFIELD, LOWMAN & WILSON, P.A. s y • , •NI t By � l� es.4' � lty • '. 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 RUSTY JOHNSON and MELANIE SIBBITT, personally known to me to be the Mayor and Acting 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 , 2016. AA, L. --- Signatur of Notate OF* DERIENZO UYC I FF 78 Name of Notary (Typed, Printed or Stamped) xft ;; _?•= EXPIRES:Ins 1.2020 Commission Number Of not legible on seal): 4`-`1;:k Bonded Thni Noisy Pttle UndenwIters My Commission Expires(if not legible on seal): DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Signed, sealed and delivered CRA: • in the presence of: CITY OF OCOEE, FLORIDA COMMUNITY REDEVELOPMENT AGENCY / B . if Print Name: )le4 .€ si by I/4 P 'Name: TpiI der tle: Airmar) Print Name " /G71- a,n.#4'y str, STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State ai County aforesaid to take acknowledgments, personally appeared pe l , personally known to me to be the e , of the CITY OF OCOEE, FLORIDA COMMUNITY REDEVELOPMENT AGENCY and that he/she acknowledged executing the same in the presence of two subscribing witnesses, freely and voluntarily under authority duly vested in them by said agency. ITNESS my hand and official seal in the County and State 0,/last aforesaid this 070 day of , 2016. Signatu of Notary wtHotetlEFtleao tncowwlasloN:FF an3Th Name of Notary (Typed, Printed or Stamped) i Bonded Thu Wry Pubic U wdbrs Commission Number(if not legible on seal): My Commission Expires(if not legible on seal): DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) EXHIBIT"A" Property NORTHWEST PARCEL 20-22-28-0000-00-015: THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, NORTH AND EAST OF HIGHWAY. LESS AND EXCEPT (1): BEGIN AT THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, RUN SOUTH 182.91 FEET, EAST 219.20 FEET, NORTH 182.91 FEET, WEST 219.20 FEET TO THE POINT OF BEGINNING. ALSO, LESS AND EXCEPT (2): FROM THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, RUN EASTERLY ALONG THE NORTH LINE OF SAID SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 219.20 FEET TO THE POINT OF BEGINNING, THENCE SOUTHERLY 182.91 FEET; THENCE WESTERLY 219.20 FEET TO THE EASTERLY RIGHT OF WAY LINE OF CLARCONA-OCOEE ROAD; THENCE SOUTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE TO ITS TRANSITION WITH THE NORTHEASTERLY LINE OF AN EXISTING BRICK ROAD; THENCE SOUTHEASTERLY ALONG SAID BRICK ROAD 250.00 FEET; THENCE NORTHERLY TO A POINT 282.91 FEET SOUTHERLY OF THE NORTH LINE OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF SOUTHWEST 1/4 OF SAID SECTION 20; THENCE SOUTHEASTERLY TO A POINT 430.00 FEET SOUTHERLY AND 650.00 FEET EASTERLY OF THE NORTHWEST CORNER OF SAID SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4; THENCE NORTHERLY 430.00 FEET TO THE NORTH LINE OF SAID SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4; THENCE WESTERLY ALONG SAID LINE 430.8 FEET TO A POINT OF BEGINNING. ALSO, LESS AND EXCEPT (3): THAT PART OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, LYING EAST OF CLARCONA-OCOEE ROAD AND SOUTH OF MAINE STREET. ALSO, LESS AND EXCEPT (4): THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF SAID SECTION 20; THENCE RUN SOUTH 88°22'32" EAST ALONG THE NORTH LINE OF THE SOUTHWEST 1/4 OF SECTION 20, 1,328.65 FEET TO THE WEST RIGHT-OF-WAY LINE OF RICHMOND AVENUE (A 30 FOOT RIGHT-OF-WAY); THENCE RUN SOUTH 00°07'51" WEST ALONG SAID WEST LINE 1,066.19 FEET TO THE PROPOSED NORTH RIGHT-OF-WAY LINE OF MAINE STREET FOR THE POINT OF BEGINNING; THENCE RUN SOUTH 64°52'50"WEST ALONG SAID PROPOSED RIGHT-OF- DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase I) • WAY LINE 60.00 FEET; THENCE RUN NORTH 25°07'10" WEST 60.00 FEET; THENCE RUN NORTH 64°52'50" EAST 60.00 FEET; THENCE RUN SOUTH 25°07'10" EAST 60.00 FEET TO THE POINT OF BEGINNING. SOUTHEAST PARCEL 20-22-28-0000-00-021: THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, LESS AND EXCEPT THE SOUTH 1.96 CHAINS. ALSO, LESS AND EXCEPT THE NORTH 311.25 FEET OF THE EAST 140 FEET OF THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST. TOGETHER WITH THE EAST 1/2 OF VACATED RICHMOND AVENUE, LYING WESTERLY AND CONTIGUOUS TO SUBJECT PROPERTY, BY VIRTUE OF RESOLUTION NO. 99-08 RECORDED FEBRUARY 23, 1999 IN OFFICIAL RECORDS BOOK 5689, PAGE 830, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. NORTHEAST PARCELS 17-22-28-6144-06-250& 17-22-28-6144-06-260: ALL OF LOTS 22, 23, 24, 25, 26, 27 AND 28, BLOCK 6, MAP OF OCOEE, SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK A, PAGES 100 AND 101, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. LESS THOSE PORTIONS OF LOTS 22, 23 AND 24 SITUATED NORTH OF A LINE • GENERALLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF LOT 24 LOCATED 348 FEET EAST AND 390 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTHEAST 1/4 OF SAID SECTION 20; THENCE GO SOUTHEASTERLY 170 FEET; THENCE EAST 220 FEET AND CROSSING THE EAST LINE OF SAID LOT 24 AT A POINT 180 FEET NORTH OF GEORGIA STREET; THENCE SOUTHEASTERLY 265 FEET TO A POINT ON THE EAST LINE OF LOT 23 AND SITUATED 100 FEET NORTH OF GEORGIA STREET; THENCE SOUTHEASTERLY 225 FEET TO A POINT ON THE SOUTH LINE OF LOT 22 SITUATED 120 FEET WEST OF THE NORTHWEST CORNER OF GEORGIA STREET AND CALIFORNIA AVENUE; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID LOT 22 TO THE SOUTHEASTERLY CORNER OF SAID LOT 22. ALSO LESS THAT PART OF SAID LOTS 22, 23 AND 24 LYING NORTH OF BRANCH. TOGETHER WITH THE WEST 1/2 OF CALIFORNIA AVENUE LYING EAST OF AND ADJACENT TO LOT 28, BLOCK 6, TOWN OF OCOEE, PLAT BOOK "A", PAGES 100 AND • 101, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA AND EAST OF GEORGIA STREET, AS VACATED PER OFFICIAL RECORDS BOOK 6936, PAGE 2686, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. ALSO TOGETHER WITH THE NORTH 1/2 OF MAIN STREET LYING SOUTH OF AND ADJACENT TO LOTS 27 AND 28, BLOCK 6, TOWN OF OCOEE, PLAT BOOK "A", PAGES 100 AND 101, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, AS VACATED PER DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) OFFICIAL RECORDS BOOK 4926, PAGE 3959, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase I) EXHIBIT"B" Conditions of Approval Section A. General 1. The City of Ocoee, Florida (the "City") is subject to the terms, provisions and restrictions of Florida Statutes, Chapter 163, concerning moratoria on the issuance of building permits under certain circumstances. The City has no lawful authority to exempt any private entity or itself from the application of such state legislation and nothing herein shall be construed as such an exemption. • 2. This project shall be developed in two (2) phases. Phase 1A consists of developing lot 1, Tract B, Tract D, Extension of Maine street from Richmond Avenue to the eastern boundary of Parcel 2, extension of Ocoee Town Center Blvd from Richmond Avenue to the Maine Street, Richmond Avenue between, Ocoee Town Center and Maine Street, connector street east of Richmond Street between Ocoee Town Center Blvd and Maine Street. Phase 1B consists of Building A&B and C-J. 3. Each phase of the project will stand on its own with respect to public services (sewer, water, stormwater management, access and other related services). 4. Except as specifically noted on this plan, development of the property shall be consistent with the requirements of the City of Ocoee Code of Ordinances (the"Code"), which Code includes Chapter 180, the City of Ocoee Land Development Code (the "Land Development Code"). 5. Nothing herein shall be construed to waive any provision of the Land Development Code except to the extent expressly set forth on a waiver table or explicitly set out on the plan. 6. Any damage caused to any public streets as a result of the construction activities related to the project shall be promptly repaired by the Owner to the applicable governmental standards at the Owner's sole cost and expense. 7. There shall be no access from the property to any public streets except at the approved locations shown on the approved Final Subdivision Plan/Final Site Plan. 8. All existing structures (including buildings, power lines, existing aerial and utility facilities) will be removed and/or terminated prior to or during construction of the development replacing those uses. 9. Development of this property is subject to that certain Development Agreement dated as recorded in Official Records Book , Page , Public Records of Orange County, Florida. 10. All legal instruments including, but not limited to (i) declarations of covenants, easements and restrictions for the property; (ii) articles of incorporation and bylaws of the property owners' association (the "Association"); and (iii) warranty deeds, easements and bill of sale documents to the Association, the City, the County and/or the St. Johns River Water Management District ("SJRWMD") shall be provided to the City for review and approval prior to platting all or a portion of the property. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase I) 11. Parking for individual lots shall be provided in accordance with the Land Development Code. 12. Each fire hydrant shall be painted OSHA yellow in color and a blue reflective marker shall be affixed to the street in the center of the lane closest to each hydrant. 13. The Owner of each tract shall be responsible for installing reuse lines along with the other subdivision infrastructure. At such time as reuse water is available to the property, the Owner shall be responsible for connection to the reuse system lines. 14. Pursuant to the Land Development Code, all subdivision signage must be consistent with the legally assigned name of the subdivision. Any subsequent change to the name of the subdivision must be approved by the City Commission of the City. 15. To the extent the Land Use Plan and these Conditions of Approval conflict with the Land Development Code, the provisions of the land Use Plan and these Conditions of Approval shall control. 16. [If to City] To the extent any lift stations are required on the property they will be conveyed to the City at the time of platting. All such lift stations shall be designed in accordance with the City of Ocoee Engineering Standards Manual. [If to County] To the extent any lift stations are required on the property they will be conveyed to the County at the time of platting. Lift station facilities shall be designed to accommodate a master pumping station consistent with the County's utility master plans. All such lift stations shall be fenced with black, vinyl chain-link fence, with posts and rails painted black, and shall be set back no less than 25' from any street. Such lift stations shall also be screened with hedge-type shrubbery, such as viburnum or ligustrum. Section B. Trees 1. Intentionally deleted. 2. Intentionally deleted. 3. Removal of existing protected trees will be limited to clearing road right-of-way and retention areas as detailed in the Final Subdivision Plan/Final Site Plan. All existing protected trees on individual lots and tracts will be evaluated at the time of site plan review for that lot or tract, to determine whether or not each tree needs to be removed. 4. In order to ensure that as many existing trees as possible will be preserved, all road rights-of-way and retention areas will be flagged for review by the City prior to any tree removal. No clearing permits will be issued for site work or building construction until the trees to be preserved have been clearly marked with tree protection barriers. 5. No person shall undertake land clearing or the removal of any protected trees without first obtaining a permit from the Building Department. The removal of protected trees shall be minimized to the maximum extent possible and no authorization shall be granted to remove a tree if the Owner has failed to take reasonable measures to preserve the trees on site. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase I) 6. The final grading plan will preserve existing grades on individual lots and tracts containing protected trees as much as possible. 7. All landscape areas will be irrigated and have an automatic rain sensor. Section C. Easements/Utilities 1. All cross access, utility and drainage easements shall be provided prior to or at the time of platting. 2. Intentionally deleted. 3. All utilities including electrical, cable, TV, and telephone and including on-site existing overhead wires shall be placed underground. 4. Intentionally deleted. 5. All drainage, utility and maintenance easements shall be for the benefit of the Association. The land burdened by such easements shall be owned by the individual lot or tract owners. 6. Drainage easements between lots and tracts are shown for location only. Final easement dimensions will be shown on the Final Subdivision Plan/Final Site Plan and will be sized to meet City requirements. 7. A perpetual, non-exclusive access easement over all internal roadways and other paved areas is hereby granted in favor of the City and other applicable authorities for law enforcement, fire and other emergency services. The City may require that the owner execute an easement in recordable form with respect to the foregoing. 8. An emergency access easement to the retention ponds and over all drainage easements shown hereon is hereby granted to the City for emergency maintenance purposes. The emergency access easement will not impose any obligation, burden, responsibility of liability upon the City to enter upon the property it does not own or take any action to repair or maintain the drainage system on the property. Section D. Association 1. The Association shall own and maintain all common areas. 2. All declaration of covenants and restrictions affecting the property shall include the following provisions: i. Provision allowing the City to levy, collect, and enforce assessments for maintenance of common areas if the Association fails to do so or fails to maintain assessments at a level allowing for adequate maintenance. ii. Provision granting the City the right, but not the obligation, to maintain all common areas should the Association fail to do so after notice from the City. To the extent that the City undertakes such action, the City shall be entitled to reimbursement DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) i from the Association and shall be entitled to require the Association to levy assessments for the purposes of paying such reimbursement. iii. Provisions granting the City the right, but not the obligation, to maintain/repair the stormwater management system for the property (the "SWMS") and obtain reimbursement from the Association, or from the Owner if (a) turnover of control of the members has not occurred; or(b) if the Owner is still responsible for maintenance of the SWMS. iv. Provision providing that the SWMS will be transferred to a responsible operation/maintenance entity acceptable to the City in the event of dissolution and that if dissolution occurs without such approval then the City may continue to levy and collect assessments and impose liens with respect thereto notwithstanding the dissolution of the Association. v. Provision that the Association shall at all times be in good standing with the Florida Secretary of State. vi. Provision that at the time of turnover of control of the Association to the members, the declarant shall deliver to the new board of directors the maintenance plan • for the SWMS accompanied by an engineer's certification that the SWMS is functioning in accordance with all approved plans and permits. To the extent that any such engineer's report indicates any corrective action is required, that declarant shall be required to diligently undertake such corrective action at the declarant's expense and to • post a cash bond with the Association for the estimated costs of such corrective action. vii. Provision that no property owned by the City or any other governmental entity shall be subject to assessments levied by the Association. viii. Provision that any amendment to any provision affecting the City or • SWMS requires the consent of the City in an instrument recorded with the amendment. 3. All tracts that are to be owned and maintained by the Association shall be conveyed to the Association by warranty deed at the time of platting. A special warranty deed is permissible if accompanied by a title insurance policy to the Association. Section E. Streets 1. Final street naming will be coordinated through the City Building Department at the time of final plat submittal. 2. [If public streets] All internal roads within the project will be dedicated to the public at the time of platting unless otherwise noted. [If private streets] Tract , access road(s) through the property, is a private road which will be owned and maintained by the Association, with access and utility . easements granted to the City. Such roads will be conveyed to the Association at the time of platting. 3. [If public roads] Street lights, security lights and lighting for common areas meeting current Land Development Code requirements shall be installed by the Owner DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) • prior to Certificate of Completion at the Owner's expense. If upgraded street lights are installed, the Owner and the Association will be required to complete and execute a City of Ocoee Owners and Homeowners Association Agreement for Upgraded Street Lights with the Owner and the Association being responsible for operating costs for the difference between standard street lights and the upgraded street lights. [If private roads] Street lights, security lights and lighting for common areas meeting • current Land Development Code requirements shall be installed by the Owner prior to Certificate of Completion at the Owner's expense. The Owner and the Association will be responsible for all operating costs relating to such lighting. 4. Intentionally deleted. 5. The Owner shall construct appropriate curbs cuts to enable construction of ramps at all rights-of-way intersections (and other areas as reasonably required) in order to accommodate access to sidewalks and streets for persons who are in wheelchairs and other persons who are physically challenged. Sidewalks abutting each platted lot or tract shall be constructed at the time of development of the lot or tract. When sidewalks are constructed on corner lots at certain locations, the sidewalks will be extended to the curb and the appropriate ramps will then be constructed. Sidewalks adjacent to common areas shall be constructed at the time of permanent construction of adjacent common areas. Section F. Stormwater Management System 1. All retention ponds will be unfenced with maximum 5:1 side slopes into the pond. 2. The development of this project will incorporate the stormwater needs of all public roads within the project as identified in the construction plans. 3. All building setbacks from all retention areas shall be fifteen feet (15') feet from the top of the bank. 4. Unless otherwise specifically provided for, the SWMS, including all pipes, inlets, manholes, structures and retention ponds, will be owned, operated and maintained by the Association (excluding pipes and structures within public right-of-way). 5. Notwithstanding the conveyance of the retention ponds to the Association or any provision to the contrary contained in these Conditions of Approval, the Owner shall remain responsible for the maintenance of the SWMS, including all retention ponds, until such time as: i. the entire SWMS for the project is constructed and the appropriate Certificate of Completion is issued by both the City and the SJRWMD; ii. the retention ponds intended to be conveyed to the Association have in fact been conveyed to the Association; iii. the Association is designated as the maintenance entity on the records of the SJRWMD and all transfer records required by the SJRWMD have been executed and accepted by SJRWMD; DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT • (City Center West Orange Phase 1) iv. the City has been provided with a copy of the Owner's proposed maintenance plan with respect to the SWMS; and v. the City has been provided with a written statement from the Association acknowledging receipt of the Owner's proposed maintenance plan with respect to the SWMS and that the Association is responsible for the maintenance of the SWMS. 3 6. All common area improvements including entry features, walls, landscaping and sidewalks along all roads, as well as landscaping around the retention pond tracts and any lift station tract shall be completed prior to issuance of the Certificate of Completion for those corresponding phases. 7. The off-site retention pond shall be landscaped as an amenity consistent with a plan submitted for the development of the remainder of Parcels 3 and 4. Per Mike Rumer, City Planner, landscape is limited to what is shown on Sheet LA-6 of the submitted Landscape Plans dated stamped as received by the City of Ocoee on January 22, 2016. Section G. Wetlands/100 Year Flood Plain 1. All finished floor elevations will exceed the 100-year flood plain by a minimum of one foot (1'). 2. Intentionally deleted. 3. Wetland and existing surface water impact for this property is regulated by SJRWMD and the Florida Department of Environmental Protection. General or individual permits are required from these agencies prior to commencement of construction. 4, Based on the approved waivers, this is intentionally deleted. Section H. Commercial Protects 1. All commercial lots will be a minimum of one (1) acre in size. 2. All commercial lot uses shall conform to the Master Architectural, Signage, Lighting and Landscape Package Plans, which will be provided when the first commercial lot is developed and which will be subject to approval of the City. Section I. Single-Familv Residential Projects 1. Intentionally deleted. 2. Intentionally deleted. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Section J. Condominium/Short Term Rentals 1. The hotel, as this use is defined in the City's Land Development Code, located within the project shall be licensed pursuant to and will comply with all state and federally imposed regulations and requirements for such use. 2. The Ocoee Land Development Code does not include a definition for short-term rentals. However, for purposes of these conditions a short term rental includes a dwelling unit that is made available more than three times a year for periods of fewer than 180 days or six calendar months, whichever is less, at a time for purposes of use, occupancy or possession by the public. 3. Pursuant to Orange County Code, no exemption for payment of school impact fees is included for residential dwelling units used for short-term rentals. Therefore, applicant/developer acknowledges that it must apply for impact fees consistent with the rules and regulations for Orange County Public Schools. 4. Short-term rentals may be allowed in the project, provided, however, that the plans and plat for the project shall contain a conspicuous note that short-term rentals are allowed in the subdivision, and any the deed restrictions or similar instrument for the subdivision shall include a definition for short-term rentals and shall indicate that short- term rentals are an allowable use in the project. 5. Short-term rentals shall be operated in compliance with all applicable requirements for public lodging establishments under Chapter 509, Florida Statutes, and all other applicable local, state, and federal regulations. Short-term rentals shall be • licensed in compliance with all applicable requirements for public lodging establishments under Chapter 509, Florida Statutes. A copy of the license shall be displayed on the back of the main entrance/exit door to the unit. 6. Each short-term rental unit shall be managed by a property management company, duly licensed under the laws of the state of Florida. Each management company shall obtain the appropriate occupational licenses required under state and local law and shall post its occupational license, along with a 24-hour phone number, on the back of the main entrance/exit door to the unit. Section K. Wekiva Study Area Intentionally deleted. Section L. West Orange Trail Intentionally deleted/not applicable. DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT • (City Center West Orange Phase 1) • EXHIBIT"C" Waivers WAVIER CODE SECTION CODE REQUIREMENTS PROPOSED STANDARDS JUSTIFICATION NUMBER 1 LDC,Article V,Table 5-2. Maximum Impervious Surface Maximum Impervious Surface is 90% 1) Development shall be part of a is 70%; And Maximum Building Coverage Master Stormwater System. 60%for Parcel 2. Maximum Building Coverage 2) The Project is being designed • 30%. under the LEED Green Building 3) To provide consistency with the CRA Target Area intent. 2 LDC,Article VI,Section 8-9,B. Open Space Requirement of Open Space of the Green Roof Top 1) Urban Design with zero braiding 30% Amenities 18% setbacks. 2) To provide consistency with the CRA Target Area intent. 3 LDC,Article VI,Section 8-10, Replacement of Removed Provide a Landscaping package with 1) Tree litigation on Site is not B(4) Trees. street trees,planters,entry features, possible with proposed Urban Design and a Park Area at Lake Bennet. 2) To provide consistency with the CRA Target Area indent. 4 CRA Target Area 2,Sub Area 2,8-Story 8-Story Structures with 90 feet 1) To accommodate proposed Urban Building Height Habitable Height+30 feet for Density Architectural Features 2) To provide consistency with the CRA Target Area intent. • • DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT • (City Center West Orange Phase 1) • WSCC Development,LLC 3838 Tamiami Trail North, Suite 300 Naples, Florida 34103 August 22,2016 RE: Agent Authorization for Parcel IDs: 20-22-28-0000-00-015 AND 20-22-28-0000- 00-021 To Whom It May Concern: This letter shall serve as Owner's Authorization for David J. Townsend to execute on behalf of WSCC Development, LLC the Development and Economic Incentive Agreement(City Center West Orange Phase I) with the City of Ocoee, the application to the City of Ocoee for large scale subdivision or site plan approval, and Joint Application with St. Johns River Water Management District for Individual Environmental Resource Permit. Please do not hesitate to contact me with any questions. Sincerely yours, WSCC Development,LLC By:CC Profit: y,L /,its Manager By: Ark Tr Kent . :rdner,as Manager Date:August 22,2016 STATE OF OKLAHOMA COUNTY OF OKLAHOMA The foregoing instrument was acknowledged before me this 22nd day of August, 2016,by KENT W. GARDNER, in his capacity as Manager of CC Profit Realty, LLC, a Florida limited liability company, the Manager of WSCC DEVELOPMENT, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced as identification and did not take an oath. 7 J14 V �°°°°ss�°a �� / • y�OP.O6/3OHd t Notary Public , , ,� 4oroo