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09-05-2018 CRA Agenda Packet FY 2018-2019 ANNUAL BUDGET TABLE OF CONTENTS BUDGET MEETING AGENDA1 CRA BOARD DIRECTORY2 CRA BOARD MEETING MINUTES –APRIL 12, 20183 DEVELOPMENT & INCENTIVE AGREEMENT AMENDMENT – CCWO PHASE 1 4 UPDATE ON EXISTING PROJECTS5 BUDGET MESSAGE6 FY 2018 / 2019 REVENUES AND EXPENDITURES7 PROPOSED BUDGET DETAIL8 PROPOSED FY 2018 / 2019 CRA BOARD MEETING DATES9 CRA RESOLUTION NO. 2018-00110 NOTICE OF PUBLIC MEETING11 COMMUNITY REDEVELOPMENT AGENCY ANNUAL BUDGET MEETING September 5, 2018 AGENDA 6:00 p.m. CALL TO ORDER I.Roll Call and Determination of Quorum II.Public Comments III.Approval of Minutes of the April 12, 2018, CRA Regular Meeting IV.Development and Economic Incentive Agreement Amendment #4 - City Center West Orange Phase I V.Update on Existing Projects VI.Proposed FY 2018-2019 Budget (Approval by Resolution) VII.Set FY 2018/2019 CRA Board Meeting Dates VIII.Board Comments ADJOURNMENT PLEASE NOTE: IN ACCORDANCE WITH FLORIDA STATUTE 286.0105: ANY PERSON WHO DESIRESTO APPEAL ANY DECISION AT THIS MEETING WILLNEED A RECORD OF THEPROCEEDINGS AND FOR THIS PURPOSE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE WHICH INCLUDES THE TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS BASED. ALSO, IN ACCORDANCE WITH FLORIDA STATUTE286.26: PERSONS WITHDISABILITIES NEEDING ASSISTANCE TO PARTICIPATE IN ANY OF THESE PROCEEDINGS SHOULDCONTACT THE OFFICE OF THE CITY CLERK, 150 N.LAKESHORE DRIVE, OCOEE, FL 34761, (407) 905 -3105 48 HOURS IN ADVANCE OF THE MEETING. 1-1 CITY OF OCOEE, FLORIDA COMMUNITY REDEVELOPMENT AGENCY DIRECTORY September 5, 2018 Board Members Staff Legal Counsel COMMUNITY REDEVELOPMENT AGENCY MEETING Ocoee Commission Chambers 150 North Lakeshore Drive Ocoee, Florida April 12, 2018 MINUTES 6:15 p.m. I.Roll Call and Determination of Quorum - 6:15PM CRA Chair Wilsen called the Community Redevelopment Agency Board to order at 6:15 p.m. in the Commission Chambers of City Hall. City Clerk Sibbitt called roll and declared a quorum present. Roll Call: Vice-Chair Grogan, Chair Wilsen, Member Johnson, Member Firstner, Member Oliver, Member Duncan, and Member June. Also Present: City Manager Frank, Assistant City Manager Shadrix, City Attorney Cookson, and City Clerk Sibbitt. II.Public Comments - None III. Approval of Minutes of the January 16, 2018, Regular CRA Board Meeting - 6:15 PM Vice-ChairGrogan, seconded by Member Firstner, moved to approve the CRA minutes of the Meeting held on January 16, 2018, as presented. Motion carried 7-0. IV.Staff Updates - 6:15 PM Assistant City Manager Craig Shadrix welcomed newly-appointed CRA Members Randy June and GeorgeOliver, who is the newly-elected District 4 Commissioner. CRA Board Meeting Overview - Assistant City Manager Craig Shadrix presented a PowerPoint presentation highlighting the following:Ocoee CRA Redevelopment Team,Past Legislative Session CRA Actions,Redevelopment Outlook, and Promoting the CRA & the City as a Whole. Before introducing the next team member, Assistant City Manager Craig Shadrixtouched on the subject of branding and marketing and shared they will be asking the board to allow the CRA to use the name Fifty West to refer to the City’s Community Redevelopment District. CRA Meeting 04-12-2018 Page 1 Contract CRA Administrator Ginger Corlessproceeded with the PowerPoint Presentation highlighting the following:Fifty West –Branding & Marketing the Redevelopment District as a destination,Designation of the Community Redevelopment District as Fifty West, and FY 2016-2017 Annual Report. During the presentation by Contract CRA Administrator Ginger Corless,there was discussion on the use of Fifty Westas the branding for the CRA District.Member Oliverinquired if the City owned any rights to the name Fifty Westor any ideations(.org or .com) with the nameas far as social media might be concerned. Contract CRA Administrator Ginger Corlessreplied that there are pieces that have been copyrighted that they are looking into as it is important when they move forward that the CRA owns it.She felt Member Oliver made a great point, and they will be reviewing this as they move forward with the branding. Member Duncan inquired if all three target areas would be treated the same with regards to the branding. Contract CRA Administrator Ginger Corlessanswered in the affirmative. Vice-ChairGrogan, seconded by Member Johnson, moved to direct staff to look into the availability of securing the name Fifty Westfor the CRA District and securing the rights needed to move forward with the branding. Member Oliverbriefly shared his concerns with the branding of the name, in which Contract CRA Administrator Ginger Corlessassured him that staff would be looking into his concerns before they proceed. Motion carried 6-1 with Member Oliver opposing. Contract CRA Administrator Ginger Corlessconcluded this portion of her presentation by explaining the Annual Report, which she sharedis required by State Statute. CRA Administrative Assistant Shannon Hopperproceeded with the PowerPoint Presentation highlighting the following:Update of CRA Website and statutory requirements. Urban Designer Peter Kisicki and Contract CRA Administrator Ginger Corlessproceeded with the PowerPoint Presentation highlighting the following: Greening up FiftyWest - Old Winter Garden Road Median Plantings,North Blackwood Avenue Streetscape, and SR 50 Landscape Grant. During the presentation by Urban Designer Peter Kisicki on Old Winter Garden Road Median Plantings, it wasshared that Assistant City Manager Shadrix would be explaining some budget modifications later in the presentation that will allow City staff to move forward with the proposal with BrightView for the installation of material. If approved, BrightView will begin the landscape installation the beginning of May. Chair Wilseninquired if there is irrigation currently in that area. Contract CRA Administrator Ginger Corlessanswered in the affirmative; andfurther,stated that the contractor will be responsible for retrofitting the irrigation to meet the landscape requirements. During the presentation by Urban Designer Peter Kisicki on SR 50 Landscape Grant, it was shared that FDOT does not normally grant a 2-year cycle window and the grant is usually a CRA Meeting 04-12-2018 Page 2 $500,000 maximum; however, they were able to get the FDOT grant for $775,000 with the condition that it had to be completed over the 2-year fiscal period. This will be approved with one agreement which will make it easier for the City. Brief discussion ensued with regards to disbursement of the grant funds,and if it could be done in a cycle.Vice-Chair Groganshared that residents are extremely happy to see the SR 50 construction being completed and now the landscaping for the mediansare being proposed. He further inquired if there will be a timeline for the landscaping. Contract CRA Administrator Ginger Corless indicated that they have to develop the maintenance of traffic plan(MOT),which will include a phasing timeline,the phasing plan is currently being developed.She further shared that landscape projects are completed fairly quickly as the work is minor in relation to the road construction that has occurred in that area. Vice-Chair Grogan stated that any information that can be provided on the website would be beneficial. Contract CRA Administrator Ginger Corless expressed her agreeance. Member Firstner inquired where he could find a copy of the landscape package. Urban Designer Peter Kisicki shared that he would send him the requested information. Urban Designer Peter Kisicki concluded his presentation with the Blackwood Avenue Streetscape. A rendering of the Blackwood Avenue Project was displayed. Contract CRA Administrator Ginger Corless indicatedthat this project will be taken to one of the City’s continuing engineers fordesignimplementation and cost, so they will be bringing this back to the CRA to update them on the design and estimated budget. Urban Designer Peter Kisicki further shared that all projects were designed in-house thus saving the City thousands of dollars. Brief discussion ensued with regards to the old brick road on Maine Street and how the removed bricks will be used for a pedestrian walkway near the proposed City Center. Contract CRA Administrator Ginger Corlessproceeded with the PowerPoint Presentation highlighting the following: Fifty West Wellness Park. During the presentation by Contract CRA Administrator Ginger Corless, there was discussion on the Fifty West Wellness Park and parking configurations. It was also shared that if there were no objections, then staff was looking to move forward with applying for the Initiative Grant that is due July 2018 and will provide up to $250,000 for the Wellness Park. No objections were heard. Contract CRA Administrator Ginger Corlessconcluded her presentationby highlighting other projects and upcoming activitiesto include: Best Fest Participation,Lake Bennet Fountain Update, West Orange Times Wrap,Banner Program,Transformer Box Art Program, and Cultivating Existing Businesses Outreach Program. City Planner Mike Rumer and Contracted Economic Development Consultant Angel de la Portillaproceeded with the PowerPoint Presentation highlighting the following: New Development Updateand Economic Outlook.City Planner Mike Rumerannounced the new development projects that are getting ready to break ground. They arethe Ocoee Self Storage, Pet Hospital, and Orlando Health Central Skilled Nursing Facility,which are all located in the CRA District.Contracted Economic Development Consultant Angel de la Portillaupdated the CRA Board on the construction that is to begin on the corner of Maguire and SR 50,which is a result of the Settlement Agreement that the CRA Board approved.Clearing of the site is to begin as early as next week. Construction of Phase 1 will include 14,000 SF of retail,which should be completed by the end of 2018. He further provided retail and office market statistics CRA Meeting 04-12-2018 Page 3 on rentable base area (RBA), as well as the average leaserate and percentage of vacancy for these markets. Assistant City Manager Craig Shadrixproceeded with the PowerPoint Presentation highlighting Mid-Year Budget Modifications on several items that required action by the board: The Turnpike Sign Project was designed and permit requested for the bridge over the turnpike at MaguireRoad; however, the request was denied by FDOT. Assistant City Manager Craig Shadrixsaid he is requesting this evening that theCRA Board remove this project from the Capital Project List and recommends the $40,000 from the Turnpike Sign be reallocated to the Old Winter Garden Medians Project. Vice-ChairGrogan, seconded by Member Duncan, moved to approve removal of the Turnpike Sign from the Capital Projects List and reallocate the $40,000 to the Old Winter Garden Medians Project. Motion carried 7-0. Assistant City Manager Craig Shadrixindicated that the CRA budgeted $20,000 for restriping of Story Road; however, Public Works is now in the process of advertising for a contractor to repave and restripe that road.He isfurther requesting that the CRA Board remove this project from the Capital Project Listand recommends the $20,000 from the Story Road restripingbe reallocated to the new capital project that refreshes the South Blackwood Avenue landscape. Member Firstner, seconded by Vice-Chair Grogan, moved to approve removal of the Story Road restriping from the Capital Project List and reallocate the $20,000 to the South Blackwood Avenue Landscape Upgrades. Brief discussion ensued with regards to clarifying and advising Member Duncan that he did not have a conflict with the above motion as he did not directly benefit or personally have financial impact from the beautification projects in the vicinity of the hospital. Motion carried 7-0. City Attorney Cookson concluded the PowerPoint Presentation highlighting the following: Colony Plaza Update City Attorney Cooksonshared that at their last meeting the CRA Board approved the Settlement Agreement with the Colony Plaza which was a $1.1 million payment from the Developer to the City for reimbursement of the demolition of the Colony Plaza building. Under the terms of the Settlement Agreement the Developer had a period of time to provide the payment to the City,otherwise the agreement terminated. He further advised that the day before the payment was due to the City the Developer had disclosed to the City that they had an issue with one of the documents that affected title to the property, and they wanted to resolve this before making the payment. The City Commission approvedto grant atwo-week extensionas the Settlement Agreement was signed by both the CRA Board and the City Commission. At the time of the request a CRA Meeting could not be called to also get approval for the extension. The Developer has paidthe $1.1 million. What is being requested this evening is that the CRA Board ratify the extension and acceptance of the payment from the Developer as part of the Settlement Agreement. CRA Meeting 04-12-2018 Page 4 Vice-ChairGrogan, seconded by Member Johnson, moved to ratify the extension granted by the City Commission and accept the payment received from the Developer as part of the Settlement Agreement. Motion carried 7-0. V. Board Comments - 7:11 PM Member Olivershared research he conducted during the meeting withregards to thesocial media branding and use of Fifty West.He further shared that he now feels comfortable that the City can move forward with the branding and to help expedite the process he purchased the rights to the name. He will meet with staff to discuss how thiscan be smoothly transitioned to the City. Assistant City Manager Craig Shadrixshared that staff will be scheduling theirnext meeting to fall within the time frame of the budget workshops and public hearings. ADJOURNMENT The meeting was adjourned at 7:13 p.m. Attest: APPROVED: ____________________________ _____________________________ Melanie Sibbitt, Secretary Rosemary Wilsen, Chair CRA Meeting 04-12-2018 Page 5 618 E. South Street, Suite 700 Orlando, Florida 32801 T 407.423.8398 D 321.319.3099 A GAI Consultants Inc. Service Group Memorandum Michael Rumer To Craig Shadrix CC CRA Incentive Agreement Subject City Center West Orange Project Steven McDonald, CVA, Chief Economist From: 8/23/2018 Date GAI Consultants, Inc. (GAI) has completed a review of amendments to the Development and Economic Incentive Agreement for City Center West Orange Phase 1 dated September 6, 2016. The most recent amendment extended the expiration dates for Building Permit submittal and construction completion of Maine Street Section 2 from July 2, 2018 to July 2, 2019. Based on our review, it is our opinion that the delay in project completion does not have a material impact on the efficacy of the original economic development incentive. The original incentive agreement was thoughtfully developed so that neither party was burdened with a disproportionate level of risk, especially the City. The following comments are provided as a summary of our review and conclusion: The original economic development incentive concept was modeled over a 13 year period. The initial three years reflected a period for project initiation, permitting, construction, and property valuation. The flow of incentives were proposed to be completed over a period of 10 years. If timing of the original economic development incentive proceeded based a January 1, 2017 initiation date, the incentive arrangement would have expired by 2030. The CRA expires in 2036. The main concern with the current delay or any future delays would be the timing of the expiration of the CRA and the ability to fulfill the proposed incentive over a 10 year period. Without any adjustments to our assumptions, the current delay would not extend the execution of the incentives beyond the date of the CRA and does not impact the economic development incentive. More importantly, the original economic development incentive was not modeled with compounding increases in taxable property value that generates incremental revenues to the City. Because the portion of economic development incentive captured from incremental ad valorem taxes is capped, we estimated that these funds would potentially meet the agreement page 1 1 ½ to 2 years early. Again, this was a conservative modeling approach to ensure that potential risks were minimized. In addition, the property values modeled in the original economic development incentive were stated in constant dollars (2016). A delay in project completion is expected to result in a higher base property value placed on the tax rolls once completed. Again, without compounded increases in property value in the original economic development incentive model, this could result in completing the incentive agreement by the original 2030 date, even with a 2 year delay. Finally, a smaller beneficial impact would be provided to the City from the increases in taxable value from the construction in progress that was not assumed in the original economic development incentive model. We originally assumed the property went from vacant to developed exactly on January 1 when property value is assessed. Because of progress in construction, the property value of the site has nearly doubled and a significant increase is also expected on the tax roll next year. This incremental tax revenue, albeit relatively small, was not contemplated in the original model. Let me know if you have any questions. page 2 THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: PREPARED BY: Dana Crosby-Collier, Esq. SHUFFIELD, LOWMAN&WILSON. P.A. 1000 Legion Place, Suite 1700 Orlando, FL 32801 (407) 581-9800 RETURN TO: City Clerk For Recording Purposes Only CITY OF OCOEE 150 N. Lakeshore Drive Ocoee, FL 34761 (407) 656-2322 FOURTHAMENDMENT TO DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West OrangePhase 1) THIS FOURTHAMENDMENT TO DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (this “Amendment”) is made and entered into as of the __day of December, 2017, by and among CBPW CORPORATION, aNevada corporation, whose mailing address is 12724 Waterford Pointe Boulevard, Windermere, FL 34786(“CBPW”) and MAINE BOULEVARDII, LLC, a Florida limited liability company, whose mailing address is 7380 West Sand Lake Road, Suite 395, Orlando, FL 32819 (“MB II”) (CBPW,and MB II hereinafter referred to collectively as the “Owner”) and theCITY 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”). W I T N E S S E T H: WHEREAS,on October 3, 2016,afully executed Development and Economic Incentive Agreement for City Center West Orange Phase 1,by and between CCWO Development Management, LLC, WSCC Development, LLC, MB II, the City, and the City of Ocoee Community Redevelopment Agency (CRA), for the development of the Property described in Exhibit “A,” attached thereto, was recorded at document #20160517902, public records of Orange County, Florida, and isamended by that a First Amendment thereto as fully executed on December 6, 2016,and recorded at document #20160666267, public records of Orange County, Florida, the Second Amendment thereto as fully executed on January 17, 2017, and recorded at document #20170046961, public records of Orange County, Florida, and the Third Amendment thereto as fully executed on December 28, 2017, and recorded at document #20180023316, public records of Orange County, Florida (the “Agreement”); WHEREAS,on June 19, 2018 and July 17, 2018, the City Commission voted to extend time under the Agreement; and WHEREAS,the parties agree thatthe terms and provisions of the Agreement should be formally amended to allow additional time for development of the Property; and WHEREAS, since the use and application offees and impact fee credits is not within the purview of the CRA, the CRA is not a party to this Amendment. 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 Amendment, the Owner must comply withall applicable procedures and standards relating to the development of the Property. Section 3.Building Plan Review Fee.Section 6 of the Agreement is amended to read as follows: The parties acknowledge that, as of the date of this Fourth Amendment, construction of the horizontal development of the Initial Construction Improvements, as defined in this paragraph, has commenced. 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”); and (iii) provided such payment is made in connection with plans submitted on or before September 18, 2019 (the “Plan Review Discount Deadline”), building and fire plan review fees for construction of the Initial Construction Improvements,currently assessed at ¾ of 1% and ¼ of 1%, respectively, of the anticipated construction costs 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 datethe firstbuilding permit is issuedfor the Property (the “Balance Payment”). $200,000.00 of the Balance Payment shall be retained by the City in a separate account andused 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 FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) 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 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 shall not be applicable and instead the then applicable standard fees shall apply in the event thebuilding plans are not submitted on or before September 18, 2019. Section 4.Transportation Impact Fee Credits.Section 10 of the Agreement is herebyamended to read as follows: In the event the construction of Richmond Avenue, Maine Street Section1, Ocoee Town Center Boulevard/StreetB, Street C, StreetA, Lake Bennett Drive Extension,Maine Street Section 2 and Maine Street Retention Pond(all as defined below) commencesby March 1, 2018and are completed and accepted by the City as public roads prior to September 18, 2019andprovided 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 incurredrelating 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 and any parcel within the Target Area 2 boundary. Except as specifically set forth in this Section10 and Section 11 of the Agreement, no additional impactfee credits will be available for the construction of any improvements on the Property. Section 5.Parks and Recreation Impact Fee Credits. Section 11 of the Agreement is hereby amended to read as follows: In the event the construction of Richmond Avenue, Maine Street Section1, Ocoee Town Center Boulevard/StreetB, Street C, StreetA, Lake Bennett Drive Extension, Maine Street Section2 and Maine Street Retention Pond commences by March 1, 2018and are completed and accepted by the City aspublic roads prior to September 18, 2019 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 recreationimpact fee credits in the total amount of $200,000.00 (the “Parks and RecreationImpact Fee Credits”). The amount of the Parks and Recreation Impact Fee Credits is fixed and is not based on the actual construction costs incurredrelating 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 6.Construction of Richmond Avenue. Section 12 of the Agreement is hereby amended to read as follows: FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) The FinalPlans show the entire width of Richmond Avenue,aroad 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 entireRichmond Avenuehas not then been completed either by the adjacent owner to the westor another party, then Owner 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 March 1, 2018and 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 September 18, 2019. Section 7.Construction of Maine Street Section 1.Section 14 of the Agreement is hereby amended to read as follows: 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 ofthe StreetC and Maine Street intersection (“Maine Street Section 1”). In the event Maine Street Section1 has not then been completed by another party, then Owner shall be responsible for the construction of Maine Street Section1, 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 Section1, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of Maine Street Section1 must commence prior to March 1, 2018and 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 constructionon the Property and in any event prior to September 18, 2019. Section 8.Construction of Ocoee Town Center Boulevard/Street B. Section 16 of the Agreement is hereby amended to read as follows: FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) The FinalPlans show the extension of Ocoee Town Center Boulevard/StreetB, aroad segment with a round-about connecting with StreetA 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 StreetC (“Ocoee Town Center Boulevard/Street B”). In the event Ocoee Town Center Boulevard/StreetB 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/StreetB must commence prior to March 1, 2018and the entire Ocoee Town Center Boulevard/StreetB must becompleted 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 September 18, 2019. Section 9.Construction of Street C. Section 18 of the Agreement is hereby amended to read as follows: The FinalPlans show Street C, aroad 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 StreetB 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 StreetC, 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 StreetC 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 StreetC, with such costs to be mutually agreed upon between such parties. However, in all events, the construction of StreetC must commence prior to March 1, 2018and the entire StreetC 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 andin any event prior to September 18, 2019. Section 10.Construction of Street A. Section 20 of the Agreement is hereby amended to read as follows: The FinalPlans show StreetA, aroad 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/StreetB to the intersection with FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Maine Street Section1 (“Street A”). Owner shall be responsible for the construction of StreetA. Such construction shall be in accordance with the requirementsof the City. The construction of StreetA must commence prior to March 1, 2018and the entire StreetA 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 September 18, 2019. Section 11. Construction of Lake Bennett Drive. Section 22 of the Agreement is hereby amended to read as follows: The FinalPlans provide for two proposed locations for the future Lake Bennett Drive extension: (i) south from the round-about within Ocoee Town Center Boulevard/StreetB to the existing road north of the RaceTrac parcel, and (ii) southwest from the intersection of StreetB and StreetC 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, 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 hasnot 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 bythe 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 LakeBennett Drive Extension must commence prior to March 1, 2018and 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 andin any event prior to September 18, 2019. Section 12.Construction of Maine Street Section 2.Section 23 of the Agreement is hereby amended to read as follows: 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 FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Street from the eastern edge of Maine Street Section1 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 Section2, 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 Section2 land, Owner, at Owner’s sole cost and expense shall acquire such land prior to commencing construction. The construction of Maine Street Section2 must commence prior to March 1, 2018and the entire Maine Street Section2 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 September 18, 2019. Section 13.Ratification of Prior Agreements.Except as amended hereby, the Agreement remains unchanged and in full force and effect, and each of the parties hereto hereby ratifies and confirms the terms and conditions of the Agreement.All references herein to the Agreement shall refer to the Development and Economic Incentive Agreement for City Center West Orange Phase 1,as amended by this Fourth Amendment, unless the text or context indicates otherwise. In the event of any conflict between the Agreement and this Amendment it is agreed that this Amendment shall control. Section 14.Covenant Running with the Land. This Amendment 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 15.Recordation of Amendment. The parties hereto agree that an executed original of this Amendment shall be recorded by the City, at the Owner’s expense, in the Public Records of Orange County, Florida. Section 16.Counterparts. This 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. Section 17.Effective Date.The Effective Date of this Amendment shallbe the day this Amendment is last executed by a party hereto and such date shall be inserted on Page 1 of this Amendment. \[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK\] FourthAmendment 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: CBPW CORPORATION, a Nevada Corporation By: ______________________________ Print Name: Title: Print Name Print Name STATE OF COUNTY OF I HEREBY CERTIFYthat on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared __________, as _________of CBPW CORPORATION, a Nevada corporation, who \[___\] 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. WITNESSmy hand and official seal in the County and State last aforesaid this _____ day of __________________, 2018. Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number (if not legibleon seal): My Commission Expires (if not legible on seal): FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Signed, sealed and delivered OWNER: in the presence of: MAINE BOULEVARDII, LLC, a Florida limited liability company By: ______________________________ Print Name: Title: Print Name Print Name STATE OF COUNTY OF I HEREBY CERTIFYthat on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared __________, as _________ of MAINE BOULEVARDII, LLC, a Florida limited liability company, who \[___\] 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. WITNESSmy hand and official seal in the County and State last aforesaid this _____ day of __________________, 2018. Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number (if not legible on seal): My Commission Expires (if not legible on seal): FourthAmendment 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: Rusty Johnson, Mayor Print Name: Attest: Melanie Sibbitt, City Clerk Print Name (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD ON Approved as to form and legality this __________________________, 201__ ____ day of ___________, 201__. UNDER AGENDA ITEM NO. _________________. SHUFFIELD, LOWMAN & WILSON, P.A. By: City Attorney STATE OF FLORIDA COUNTY OF ORANGE I HEREBY CERTIFYthat 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 City Clerk, respectively, of the CITY OF OCOEE, FLORIDAand 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. WITNESSmy hand and official seal in the County and State last aforesaid this _____ day of ______________, 2018. Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number (if not legible on seal): My Commission Expires (if not legible on seal): FourthAmendment DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT (City Center West Orange Phase 1) Current CRA Project Update – September 5, 2018 OWGRoad Landscape Enhancement S. Blackwood Refresh N. Blackwood Avenue Streetscape SR 50 ROW Mowing SR 50 Landscape Grant SR 50 Lighting Story Road/Geneva Street Resurfacing/Restriping Westgate Bluford/50 Site Planning Wellness Park Maine Street Extension Streetscape Current Programs Annual Repor CRA Business Highlight Fifty West Branding Program – Develop Business Outreach program Grants & Incentive Programs Transformer Art Proposed New Projects in the CRA for FY 2018-2019 MEMORANDUM TO: FROM: DATE: RE: 114% increase 88.8% increase Historical Increment Assessment $1,400,000.00 $1,200,000.00 $1,000,000.00 $800,000.00 City COUNTY $600,000.00 TOTAL $400,000.00 $200,000.00 $0.00 FY 15-16FY 16-17FY 17-18FY 18-19 FY 2018-2019 Estimated Revenues Total Estimated Revenues $2,738,448 22 Estimated Expenditures Total Proposed Expenditures$2,738,448 Personal Services Operating Expenses Capital Capital Projects Explanation for ProposedExplanation for ProposedExplanation for Proposed Caryover from FY 17/18Beginning Capital BalanceEstimated Contributions from City and County 0 1,233,066 1,505,3821,505,382 1,233,0662,738,448 FY 18-19 FY 18-19 FY 18-19 Proposed Proposed Proposed --- 618,882618,882663,263663,263 Grand Total: 2018 Budget2018 Budget2018 Budget - 111 111 CRA 286,727286,727480,381480,381 2017 Actual2017 Actual2017 Actual 7272 - 136,517136,517329,642329,642 2016 Actuals2016 Actuals2016 Actuals - ƚƷğƌƚƷğƌƚƷğƌ 2,738,448.002,738,448.00 DescriptionDescriptionDescription $ $ $ BEGINNING CASH BALANCECONTRIBUTIONSMISCELLANEOUS REVENUEINTEREST EARNINGS Account NumberAccount NumberAccount Number Beginning BalanceProperty TaxesMiscellaneous Revenue 300000311100360000361100Estimated beginning Revenue Estimated ExpendituresEst. Contrib less Est. Expenditures Explain any increases exceeding 5%Explain any increases exceeding 5%Explain any increases exceeding 5% 0%0%0%0%0%0%0%0%0%0%0% -9% 50%70%75%40%14%12% -11% 100%150%100%300%300%183%183% -100% VALUE! #DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0!#DIV/0! # - 00000000000 500350350500500500150 75004000350010001000200022505000 1200010000500001500010000 150000 169500 240000 346600 2222348 2222348 2,738,448 FY 2019 ProposedFY 2019 ProposedFY 2019 Proposed 0000000000000000000 40801195276075003205 325.4 123.13105.63 9335.493500.811386.631036.951751.641606.64 24496.83 113588.38127003.87240161.01240161.01 2018 Actuals2018 Actuals2018 Actuals 0000000000 250250350200500250500150 - 5000235020001000100022501250 120002000011270500001500010000 150000187000210000308570786575 786,575 2018 Budget2018 Budget2018 Budget 0000000000000000000 28 920 -- 1120 33.95 11526 6538.54987.5896.17822.31221.93162.99128.392458.8 7975.09 13367.06 113681.08141815.77 2017 Actuals2017 Actuals2017 Actuals 000000000 750100150500250250350200500250500150 - 500020001000109222501250 1000022000370001500010000 297000210000543542100000 100,000 2017 Budget2017 Budget2017 Budget 00000000000000000000 20 480180570 - 10801040 70.6960.2339.93 1000018149 125.76 18,149 8988.05 10548.05 119749.33131855.94 2016 Actuals2016 Actuals2016 Actuals CRA 000000000 750100150500250250250350200500250500150 - 50001250100022501250 100001000025000100001000075000 171892165000366842 75,000 2016 Budget2016 Budget2016 Budget DIVISION: DescriptionDescriptionDescription PERSONNEL SERVICES OPERATING EXPENSESCapital 130(All)(All)LEGAL EXPENSEENGINEERING EXPENSEPROFESSIONAL SERV./OTHCONTRACTUAL SERVICESTRAVEL EXPENSETELEPHONE EXPENSEPOSTAGE & FREIGHTLEASING EXPENSEAUTO LIABILITY INSVEHICLE PARTS & REPAIREQUIP MAINT CONTRACTSPRINTING & BINDINGNEWSLETTER EXPENSERESERVE FOR CONTINGENADMIN LEGAL ADSMISCELLANEOUS EXPENSEOFFICE SUPPLIESPOL SUPPLIESUNIFORMSOPERATING EXPENSECOPYING EXPENSECOMPUTER EQUIPMENT / BOOKS/SUBSCRIPTIONSPROFESSIONAL DUESTRAINING EXPENSEPRINCIPALINTEREST EXPENSECOMMUNITY PROMOTIONPUBLIC RELATIONS DEVELOTRANSFERS OUTTRANSFERS OUT-DEBT SERPAVING & DRAINAGE IMPCAPITAL IMPROVEMENTSEQUIPMENTCOMPUTER EQUIP/SOFTW ExpExpExp FundDepartmenFunction3101310231283400Grand Total400041004200440045014605460647004800490049014902510052005201520252165235540154025405710072008200820590009100Grand Total6300630264006405Grand Total Grand Total of Proposed Personal Services + Operating + Capital OCOEE COMMUNITY REDEVELOPMENT AGENCY 3101 Legal Expense - $12,000 3128 Professional Services / Other - $7,500 3400 Contractual Services - $150,000 4000 Travel Expense - $10,000 4100 Telephone Expense - $4,000 4200 Postage and Freight - $500 4700 Printing and Binding - $3,500 4800 Newsletter Expense - $1,000 4900 Reserve for Contingency - $50,000 4901 AdministrativeLegal Ads- $350 4902 Miscellaneous Expense - $350 5100 Office Supplies - $500 5200 POL Supplies- $500 5202 OperatingSupplies - $1,000 5216 CopyingExpense - $500 5235 Computer Equipment/Software - $2,000 5401 Books/Subscriptions - $150 5402 Professional Dues - $2,250 5405 Training Expense - $5,000 8200 Community Promotions - $15,000 8205 Public Relations Development - $10,000 6302 Capital Improvements - $2,222,348 Ongoing Projects from FY 2017/2018 – ($800,000) o o o New FY 2018/2019 Projects – ($500,000) o o o o o Property Acquisition/ Incentive/ GrantPrograms – ($922,348) 9000 Transfers Out - $240,000 MEMORANDUM TO: FROM: DATE: RE: CRA RESOLUTION NO. 2018-001 A RESOLUTION OF THE OCOEE COMMUNITY REDEVELOPMENT AGENCY ADOPTING A BUDGET FOR FISCAL YEAR 2018-2019; PROVIDING FOR BUDGET ADJUSTMENTS AND THE APPROPRIATION OF FUNDS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS,the Ocoee Community Redevelopment Agency (the “CRA”) was created pursuant to Part III, Chapter 163, Florida Statutes, and Ordinance No. 2006-007 of the City of Ocoee, Florida; and WHEREAS, the CRA is a dependent special district under Chapter 189, Florida Statutes, known as the Uniform Special District Accountability Act (the “Special District Act”); and WHEREAS, the Special District Act requires all special districts, including dependent special districts, such as the CRA, to adopt a budget for each fiscal year by resolution. NOW, THEREFORE, BE IT RESOLVED BY THE OCOEE COMMUNITY REDEVELOPMENT AGENCY, AS FOLLOWS: SECTION 1. Authority.The CRA has the authority to adopt this Resolution pursuant to the Special District Act. SECTION 2. Adoption of Budget. The governing body of the CRA does hereby approve and adopt a budget for the CRA for Fiscal Year 2018-2019. A copy of the budget is attached hereto as Exhibit “A”and incorporated herein by reference. 1 SECTION 3. Budget Adjustments. As of the date of adoption of the Budget for Fiscal Year 2018-2019, the governing body of the CRA may not have received the final calculations regarding tax increment revenuesand/or carried forward monies to be deposited into the Community Redevelopment Trust Fund for the Community Redevelopment Area which will be available for use by the CRA for Fiscal Year 2018-2019. Accordingly, the governing body of the CRA does hereby direct that tax increment revenues received and/or monies carried forward in excess of the projected budgeted revenues be allocated to the 4900 Reserve for Contingency line item as set forth in Exhibit “A”and that any shortfalls in the projected budgeted tax increment revenues and/or monies carried forward be deductedfrom the 4900 Reserve for Contingency line item as set forth in Exhibit ”A”.The Executive Director of the CRA is hereby authorized to administratively make any adjustments to the budget which may be required to implement the provisions of this section. SECTION 4. Appropriations.There are hereby expressly appropriated out of anticipated revenues all funds and monies necessary to meet the appropriations stipulated by and in the attached budget. SECTION 5. Severability.If any section, subsection, sentence, clause, phrase or portion of this Resolution 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 hereto. SECTION 6. Effective Date. This Resolution shall become effective immediately upon passage and adoption, and the budget adopted and approved by this Resolution shall be effective as of October 1, 2018. 2 th PASSED AND ADOPTEDthis 5 of September, 2018. APPROVED: ATTEST:OCOEE COMMUNITY REDEVELOPMENT AGENCY ___________________________ ___________________________ Melanie Sibbitt,Secretary Rosemary Wilsen, Chair (SEAL) FOR USE AND RELIANCE ONLY BY THE OCOEE COMMUNITY REDEVELOPMENT AGENCY, APPROVED AS TO FORM AND LEGALITY th This 5 day of September, 2018. SHUFFIELD, LOWMAN & WILSON, PA By:_____________________________ Scott Cookson, City Attorney 3 150 N. Lakeshore Drive, Ocoee, FL 34761 407.905.3100 x 1027 ocoeecra.com