HomeMy WebLinkAbout4403 Torre Development Agreement This instrument prepared by:
Lonnie N.Groot,Esquire
Stenstrom,McIntosh,et al.
1001 Heathrow Park Lane
Suite 4001
Lake Mary,Florida 32746
Telephone 407-322-2171
Return to:
Cynthia Porter
City Clerk
City Hall
300 North Park Avenue
Sanford, Florida 32771
Tax Parcel Identification Numbers: 25-19-30-501-0000-0200,25-19-30-501-0000-0210,25-19-30-300-0020-0000,
25-19-30-501-0000-0450, 25-19-30-501-0000-0410, 25-19-30-5AG-0201-0120, 25-19-30-5AG-0201-0010 and 25-
19-30-5AG-0201-0090.
DEVELOPMENT AGREEMENT
AND OPTION TO PURCHASE
between
SANFORD WATERFRONT PARTNERS, LLC, a
Florida limited liability company
and
CITY OF SANFORD, a
Florida municipal corporation
RELATING TO CATALYST SITE.
DATED AS OF
May 8, 2017
DEVELOPMENT AGREEMENT
AND OPTION TO PURCHASE
THIS DEVELOPMENT AGREEMENT AND OPTION TO PURCHASE
(hereinafter referred to as this "Agreement") is executed as of this // th day of May,
2017, by and between the CITY OF SANFORD, a Florida municipal corporation
(hereinafter referred to as the "City") and SANFORD WATERFRONT PARTNERS, LLC,
a Florida limited liability company (hereinafter referred to as the "Developer").
RECITALS:
WHEREAS, the City has established the Lake Monroe Waterfront Downtown
Sanford Community Redevelopment Area (hereinafter referred to as the
"Redevelopment Area") and adopted the associated Lake Monroe Waterfront Downtown
Sanford Community Redevelopment Plan (hereinafter referred to as the
"Redevelopment Plan") to facilitate redevelopment of vacant and blighted parcels within
the Redevelopment Area; and
WHEREAS, the City has acquired certain parcels within the City's downtown,
more particularly described in Exhibit "A" (hereinafter referred to as the "Property"), in
order to facilitate the continued economic development of the downtown area and
waterfront of the City ; and
WHEREAS, the City's Redevelopment Plan provides for the development of the
City's waterfront area (which includes the Property) as one of the City's and the Sanford
Lake Monroe Waterfront and Downtown Community Redevelopment Agency's (a
dependent special district of the City - hereinafter referred to as the "CRA"), primary
redevelopment objectives; and
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WHEREAS, the City issued RFQ 14/15-21 (hereinafter referred to as the "RFQ")
to solicit qualifications from interested parties regarding the potential redevelopment of
the Property, which is located within the Redevelopment Area; and
WHEREAS, the City has received, reviewed and prioritized submittals from
qualified development teams in response to the RFQ and the City selected Developer's
assignor as the most qualified submitter; and
WHEREAS, Developer is a Florida limited liability company, its status is active
and it is duly authorized to transact business in the State of Florida; and
WHEREAS, the City has entered into a formal Memorandum of Understanding
with Developer's assignor TORRE CONSTRUCTION AND DEVELOPMENT, LLC, to
set forth the terms and condition upon which the City and Developer shall proceed in
connection with the development of the Property; and
WHEREAS, with the City's authorization, TORRE CONSTRUCTION AND
DEVELOPMENT, LLC, assigned the terms and conditions of the Memorandum of
Understanding to Developer); and
WHEREAS, the City and Developer desire to enter into this Agreement for the
purpose of providing the terms and conditions relating to:
(1). How the Property is to be developed in accordance with the
development objectives outlined in the Redevelopment Plan, and
(2). The conveyance of the Property from City to Developer, after the
Effective Date, as defined herein in order to facilitate the desired
development; and
WHEREAS, the development and operation of the Property will create significant
economic and job creation benefits for the residents of the City and Seminole County;
and
WHEREAS, the Metro-Orlando Economic Development Commission staff has
performed the Economic Impact Analysis of the Project and has estimated the potential
economic impact during the construction period of the Waterfront Catalyst Site, as set
forth in the Redevelopment Plan, consisting of over Twenty Million Dollars
($20,000,000.00) in direct employment earnings, over Thirty-Five Million Dollars
($35,000,000.00) in indirect employment compensation and over Seventy-Six Million
Dollars ($76,000,000.00) in additional economic activity in City and Seminole County
from the construction of the Waterfront Catalyst Site; and
WHEREAS, the Economic Impact Analysis projected the potential annual
economic impact after the construction of the Waterfront Catalyst Site consisting of over
Five Million Dollars ($5,000,000.00) in direct employment earnings, over Nine-Hundred
Thousand Dollars ($900,000.00) in indirect employment earnings and over One Million
Dollars ($1,000,000.00) in induced employment earnings and over Twelve Million
Dollars ($12,000,000.00) in additional annual economic activity in City and Seminole
County from the operation of the Waterfront Catalyst Site development; and
WHEREAS, the Economic Impact Analysis estimated the potential creation of
over two hundred and fifty (250) new jobs in the City associated with the annual
operation of the Waterfront Catalyst Site development; and
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WHEREAS, the investments and actions of the City, as set forth herein, to
enable the development of the Waterfront Catalyst Site will result in a significant benefit
to the community and residents of the City and Seminole County; and
WHEREAS, the City and the CRA have agreed to the implementation of the
Redevelopment Plan as such implementation relates to the Property and this
Agreement; and
WHEREAS, the City's Planning and Zoning Commission has reviewed this
Agreement, its recitals, terms and obligations and has found that it is consistent with,
goals, objectives and policies of the City's Comprehensive Plan and has reviewed this
Agreement in accordance with Section 9.4 of the City's Land Development Regulations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the City and Developer hereby mutually
covenant and agree as follows:
ARTICLE 1. EXHIBITS, DEFINITIONS, AND FURTHER ASSURANCES.
Section 1.1. Exhibits.
Attached hereto and forming a part of this Agreement are the following exhibits:
Exhibit "A": Legal Description of Property.
Exhibit "B": CRA Programmed Infrastructure Offsite Improvements.
Exhibit "C": Deed.
Exhibit "D": Form Affidavit of Seller.
Exhibit "E": City Representations, Warranties and Covenants.
Exhibit "F": Master Plan (Dated 9/1/16).
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Exhibit "G": Economic Impact Analysis.
Exhibit "H": Development Blocks.
To the extent that any exhibit is in conflict with the language and terms of this
Agreement, the language and terms of this Agreement shall govern.
Section 1.1. Defined Terms.
In addition to other terms defined in this Agreement, the following terms, as used herein
and unless the context affirmatively demonstrates to the contrary, will have the following
meanings:
"Agreement" means this Development Agreement, and all of its exhibits, as the
same may be modified or amended from time to time in writing and recorded in the
Public Records of Seminole County, Florida.
"Certificate of Occupancy" shall mean a certificate of occupancy or legal
equivalent that is typically issued by the City's building department that allows the
applicable improvement to be legally occupied (this is not intended to include any
business occupancy or non-residential use licenses).
"Change Order" means work that is added to or deleted from the original scope
of work of a contract, which alters the original contract amount and/or completion date.
"City" unless otherwise specified or required by the context, means the City of
Sanford, a Florida municipal corporation.
"City Manager" means the City Manager of the City.
"City Commission" means the City Commission of the City.
"Commencement of Construction" or "Commence Construction" means that all
(a) construction plans and permits have been submitted and approved and all other
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regulatory permits, including those issued by the Saint Johns River Water Management
District (SJRWMD) are approved, and (b) at a minimum, site preparation work has
commenced by the Developer on the Property.
"Completion of the Project" shall mean the Developer has completed and
received a Certificate of Occupancy for a minimum of two-hundred and thirty-five (235)
residential units, or other number of units as may be determined by amendment under
the terms of this Agreement.
TRX means the Lake Monroe Waterfront Downtown Sanford Community
Redevelopment Agency, a dependent special district of the City.
TRA Programmed Infrastructure Offsite Improvements" has the meaning
ascribed to it in Section 3.7.
"Deed" has the meaning ascribed to it in Section 4.4.
"Development Block" shall mean each block of the Property as shown on Exhibit
"H" attached hereto (which shall include, without limitation, all properties aggregated as
a result of vacating of easements, plats and the like.)
"Developer Improvements" consists of the improvements contemplated to be
constructed by Developer pursuant to the Master Plan.
"Development" is defined as set forth in Sections 163.3164 and 380.04, Florida
Statutes.
"Economic Impact Analysis" is the regional economic impact analysis (IMPLAN)
for this Project prepared by the Orlando Economic Development Commission staff as
set forth in Exhibit "G".
"Event of Default" has the meaning ascribed to it in Section 5.2.
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"Effective Date" means the date this Agreement is executed by the last party and
recorded; provided, however, that the effective date shall not occur until Ordinance
Number 4403 is in effective in accordance with the provisions of Section 9 thereof.
"Enhanced Foundation Preparation" shall mean the removal and replacement of
unsuitable soil or the use of driven piles or other agreed upon method for vertical
structures or other construction within the Waterfront Catalyst Site project area.
"Force Majeure" has the meaning ascribed to it in Section 5.4.
"Governmental Authority" means any Federal, State, County, City or other
governmental department, entity, authority, commission board, bureau, court, agency,
or any instrumentality of any of them.
"Governmental Requirement" means any law, enactment, statute, code,
ordinance, rule, regulation, judgment, decree, writ, injunction, order, permit, certificate,
license, authorization, agreement, or other direction or requirement of any
Governmental Authority now existing or hereafter enacted, adopted, promulgated,
entered, or issued, and applicable to the City, Developer, Project, or this Agreement.
"Mortgagee" means any lender, and any successor, assignee, transferee or
designee of such lender, which provides financing, secured or unsecured, in connection
with the Project.
"Master Plan" shall have meaning set forth in Section 3.1.
"Notice of Default" has the meaning ascribed to it in Section 5.3.
Terson" means any corporation; unincorporated association or business; limited
liability company; business trust; real estate investment trust common law trust or other
trust; general partnership; limited partnership, limited liability limited partnership; limited
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liability partnership; joint venture; two (2) or more persons having a joint or common
economic interest; nominee; or other entity, or any individual or estate of an individual.
"POA" has the meaning ascribed to it in Section 3.10.
"POA Obligations" mean those obligations under this Agreement, which are
assigned to the POR under Section 3.11.
"Project" means the improvements developed by Developer on the Property
pursuant to the Master Plan.
"Project Completion Date" the Project Completion date shall be five (5) years,
from Effective Date, subject to the condition Section 2.2.
"Property" or "Waterfront Catalyst Site" means the real property described in
Exhibit "A".
"Redevelopment Plan" means the Lake Monroe Waterfront Downtown Sanford
Community Redevelopment Plan adopted by the City to facilitate redevelopment of
vacant and blighted parcels within the Redevelopment Area.
"Section", "Subsection", "Paragraph", "Subparagraph", "Clause", or "Subclause"
followed by a number or letter means the section, subsection, paragraph,
subparagraph, clause or subclause of this Agreement so designated.
Section 1.3. Terms from City Codes.
Terms used in this Agreement which are defined in the Code of Ordinances of the City
or the City's Land Development CodelLand Development Regulations will have the
meaning set forth in those codes.
Section 1.4. Approvals and Consents.
Wherever in this Agreement the approval or consent of any party is required, it is
understood and agreed that, except as otherwise specified, such approval or consent
will not be unreasonably withheld or delayed.
ARTICLE 11. TERM AND PROJECT COMPLETION DATE.
Section 2.1. Term.
The term of this Agreement shall commence upon the Effective Date and this
Agreement shall remain in effect until ten (10) years after the Effective Date.
Section 2.2. Project Completion Date.
It is anticipated that the Project will be completed within five (5) years of the Effective
Date plus an additional day for each day that the City exceeds six (6) months to
complete its obligations under Section 4.7 (hereinafter referred to as the "Project
Completion Date"). The Project will be deemed to be complete when the Developer has
completed and received a Certificate of Occupancy for a minimum of two-hundred and
thirty-five (235) residential units, or other number of units as may be determined by
amendment under the terms of this Agreement. The Project Completion Date is subject
to extension for:
(1). Extension requests by the Developer, including but not limited to, the
modification of the construction schedule, which will be evaluated for approval by the
City; or,
(2). Other Force Majeure events.
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ARTICLE 111. RESPONSIBILITIES OF DEVELOPER.
During the course of the following activities, Developer shall have primary responsibility
as to the following actions proposed to be accomplished:
Section 3.1. Development Plans.
The Property shall be developed in substantial conformance with that certain Master
Plan as set forth in Exhibit "F, as the same may be amended by the parties, or
otherwise changed as per Section 4.6, from time to time, and the construction/phasing
plan as approved by the City.
Section 3.2. Uses.
The uses on the Property shall be in substantial conformance with those outlined in the
Master Plan, strict compliance with the City's Comprehensive Plan and in conformity
with the City's Land Development CodelLand Development Regulations; provided,
however that in no case shall more than 25% of the residential units be less than
seven-hundred (700) square feet in size and no units will be under four-hundred and
fifty (450) square feet square feet in size.
Section 3.3. Developer Option to Purchase Sites.
Developer shall have an exclusive option, commencing on the Effective Date and
expiring on the Project Completion Date, to purchase one (1) or more of the three (3)
Development Blocks. The Developer shall exercise its first option on at least one (1)
Development Block within twenty-four (24) months after the date the City has completed
its obligations under Section 4.7. The Developer shall comply with the purchase
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qualifying terms and conditions described in Section 4.2 to purchase one (1) or more of
the Development Blocks.
Section 3.4. Developer to Commence Construction.
Developer shall Commence Construction on each purchased Development Block within
three (3) months after the closing date thereof.
Section 3.5. Directional Signage.
The City shall place and maintain directional signage for the Project at mutually agreed
upon locations in the public rights-of-way along 1st Street, Sanford Avenue, Seminole
Boulevard, and U.S. Highway 17-92. Said signage to be fabricated and replaced at the
cost of the Developer. Signage shall comply with the City's Land Development
Code/Land Development Regulations and Florida Department of Transportation sign
regulations where applicable.
Section 3.6. Design of CRA Programmed Infrastructure Offsite Improvements.
(a). Developer and its City/CRA approved consultant shall coordinate with the CRA's
Developer approved designated engineering consultant to design the CRA Programmed
Infrastructure Offsite Improvements and to identify the specific improvements,
quantities, locations and amounts, of the CRA Programmed Infrastructure Offsite
Improvements. It is the intent of these design activities to provide streetscape
improvements and amenities that are compatible and complementary of existing,
previous streetscape installations and also compatible and functional to serve the needs
of the Project as depicted in the Master Plan.
(b). Within sixty (60) days of the Effective Date, the City will coordinate with the CRA to
establish an agreement between the City and Developer that outlines the City's and
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Developer's obligations, schedules, reimbursement schedules and activities associated
with the design, construction and installation by Developer of the CRA Programmed
Infrastructure Offsite Improvements.
Section 3.7. CRA Programmed Infrastructure Offsite Improvements.
The Redevelopment Plan has identified specific infrastructure projects and
improvements to enable the redevelopment of the Property as shown in Exhibit "B" (the
foregoing improvements are herein collectively referred to as the "CRA Programmed
Infrastructure Offsite Improvements"J. The Developer shall install the contemplated
CRA Programmed Infrastructure Offsite Improvements. In the event that the cost of the
CRA Programmed Infrastructure Offsite Improvements exceeds the currently budgeted
Five Million Two Hundred Thousand Dollars ($5,200,000), a request for authorization for
additional funding shall be presented to the CRA for consideration of approval. The
improvements shall be designed by Developer in a manner consistent with previously
constructed CRA Streetscape projects in the Community Redevelopment Area.
Streetscape plans, designs and bid documents shall be subject to review and approval
by the City and the CRA.
The City and Developer agree that:
(1). Developer to install all of the CRA Programmed Infrastructure Offsite
Improvements simultaneously with the redevelopment of the Property; and
(2). The amount of the financial contribution by the City and/or CRA for.the CRA
Programmed Infrastructure Offsite Improvements, shall not exceed Five Million Two
Hundred Thousand Dollars ($5,200,000) without additional approval by the CRA as
provided in this Section.
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All contracts for construction of the CRA Programmed Infrastructure Offsite
Improvements shall be awarded only after the implementation of competitive bidding
procedures by Developer with Developer receiving a minimum of three (3) qualified and
responsive bidders for each applicable component of the work. Bid proposals and
contracts shall be subject to City and CRA review and approval prior to award.
Developer shall construct the CRA Programmed Infrastructure Offsite Improvements
that have been designed in coordination with the City and the CRA, as authorized and
funded by the City and/or CRA under Section 4.8, in a sequence that Developer
reasonably determines to be appropriate for the construction of the Project. Funds to
cover the costs incurred by the Developer of such improvements shall be dispersed by
the City to Developer monthly as construction progress payments. Developer shall
notify the City and the CRA of any potential Change Orders associated with the
construction and installation of CRA Programmed Infrastructure Offsite Improvements
due to unanticipated conditions or findings discovered during the construction and
installation process. No funds exceeding an aggregate total of Five Million Two Hundred
Thousand Dollars ($5,200,000) will be authorized without additional City and/or CRA
consent and authorization.
Section 3.8. Process for Change Order Requests for Offsite Improvements.
Should Change Orders be required for the construction and installation of the CRA
Programmed Infrastructure Offsite Improvements identified during the design or
construction phase of the CRA Programmed Infrastructure Offsite Improvements, due to
changes in the scope of work, unanticipated events, or unanticipated conditions,
findings or discoveries during the construction and installation process, the City will
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meet with the CRA and Developer to discuss potential remedy solutions and options
before considering expending any additional City and/or CRA funds in excess of those
initially allocated for the CRA Programmed Infrastructure Offsite Improvements, which
expenditure is not required and is not guaranteed to the Developer.
Section 3.9. Enhanced Foundation Preparation.
A preliminary geotechnical report has been submitted to the City by Developer, dated
August 15, 2016, prepared by Universal Engineering Sciences that identifies the
presence of certain geotechnical subsurface conditions of the Property which may
require removal and replacement of unsuitable soil or the use of driven piles or other
agreed upon methods for vertical structures or other construction within the Waterfront
Catalyst Site project area.
Developer may perform soil removal/replacement, installation of piles or other agreed
upon methods as determined by the Developer in consultation with the City so as to
provide adequate support of proposed buildings and facilities in order to enable the
construction and development of the Property as described in Exhibit "F". The
Developer's geotechnical and structural engineers will be the engineers of record for the
removal and replacement of unsuitable soil or the use of driven piles or other agreed
upon methods for vertical structures or other construction within the Waterfront Catalyst
Site project area. The City will perform a peer review of all testing reports and proposed
scope of work, plans and costs associated therewith. Developer will be reimbursed for
the documented design and construction costs associated with the above by the City as
provided in Section 4.9 below (collectively the "Enhanced Foundation Preparation
Costs").
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Section 3.10. Creation of Property Owners' Association.
Prior to any conveyance of any portion of the Property by Developer to a third party,
Developer shall cause to be formed a property owners' association, whose articles of
incorporation shall require all property owners within all of the Property to be members
(hereinafter referred to as the "POA") in order to ensure that the City has a single entity
with which to interact with regards to compliance issues in the event of divided
ownership. Developer shall provide adequate funding for initial establishment and
operation of the POA. The documents relating to the creation and implementation of the
POA shall be subject to review and approval by the City. Notwithstanding the above, the
Developer may create a separate POA for each Development Block on the same terms
and conditions as set forth above.
Section 3.11. Transfer of Obligations to the POA.
Once the POA is formed, the POA shall be the successor entity to Developer, as
approved by the City, for the purposes of fulfilling obligations and obtaining rights of
Developer under this Agreement that are specifically assigned to and assumed by, as
applicable, the POA (hereinafter referred to as the "POA Obligations"). To the extent
that the POA assumes the POA Obligations, Developer shall be deemed to be released
from such obligations under this Agreement.
Section 3.12. Insurance.
During the term of this Agreement, Developer agrees to maintain a policy of commercial
general liability insurance, single limit liability with a minimum coverage of at least Three
Million Dollars ($3,000,000) naming the City as an additional insured.
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Section 3.13. Recording; Documentary Stamps.
Developer shall be responsible for recording this Agreement, the Deed, all other
instruments of record, and any amendments thereto in the Public Records of Seminole
County.
Section 3.14. Deed Restriction Upon Approved Development Conditions.
Developer agrees that development conditions approvals received from the City,
including but not limited to:
(1). Master Plan for the entire optioned Development Blocks;
(2). Permitted architectural and engineering plans for the development of at least
50% of the Master Plan gross floor area for each Development Block;
(3). Approvals for architectural appropriateness for each optioned Development
Block, as representative of the Master Plan shall be incorporated as a deed restriction
into the Deed for a period of ten (10) years from Effective Date. This shall be
incorporated into the Deed pursuant to language reasonably agreed upon by the City
and Developer prior to the first (1st) closing of a Development Block.
Section 3.15. Assignment, Sale or Transference of Development Rights,
Obligations or Authority.
Prior to the Completion of the Project, Developer agrees that it will not sell, transfer or
assign more than forty-nine percent (49%) of its ownership rights or development rights
in the Property to any individual or group during the term of this Agreement without
written consent of the City. When evaluating Developer's request for such an
assignment, the City shall consider the financial and technical performance ability of the
assignee to carry out its obligations and responsibilities under the terms of this
Agreement.
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ARTICLE IV.RESPONSIBILITIES OF THE CITY.
In order to accomplish the overall goals of this Agreement, the City agrees to the
following:
Section 4.1. Property Conveyance.
During the Option Period, and pursuant to the terms of this Agreement, the City shall
make the Development Blocks available for purchase by the Developer, based upon the
satisfaction of specific conditions set forth below.
Development Block 1 generally consists of parcels: 25-19-30-501-0000-0020 and
25-19-30-501-0000-0210, comprising 1.96 acres or +/- 85,378 sq. ft.;
Development Block 2 generally consists of parcels: 25-19-30-300-0020-0000, 25-
19-30-501-0000-0450, and 25-19-30-501-0000-0410, comprising 2.2 acres or
95,832 sq. ft.; and
Development Block 3 generally consists of parcels: 25-19-30-5AG-0201-0120,
25-19-30-5AG-0201-0010, and 25-19-30-5AG-0201-0090, comprising 1.19 acres or
51,836 sq. ft.
Section 4.2. Conditions of Conveyance.
Each Development Block will be conveyed to the Developer upon:
(1). Presentation to the City of proof of construction financing;
(2). The Developer shall also submit for City review and approval a site-specific
development and phasing plan showing the number of units, square feet of each unit
and the type of each unit (i.e., residential, retail, restaurant, office, etc.) and the
estimated start date and the estimated completion schedule for the work contemplated
for such Development Block;
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(3). Submission to the City of approved and permitted architectural and engineering
plans for all work depicted in the approved phasing and construction plan for the
development of at least fifty percent (50%) of the Master Plan gross floor area for the
Development Block; and
(4). Payment in full for the applicable Development Block to be purchased (the
foregoing are collectively referred to as the "Conditions of Conveyance").
Section 4.3. Purchase Price for Conveyance of Property.
The purchase price for each Development Block (the "Purchase Price") shall be the
following:
Development Block 1 generally consists of parcels: 25-19-30-501-0000-0020 and
25-19-30-501-0000-0210, comprising 1.96 acres or +/- 85,378 Sq. Ft.
Development Block 1 Purchase Price = $870,524.30.
Development Block 2 generally consists of parcels: 25-19-30-300-0020-0000, 25-
19-30-501-0000-0450, and 25-19-30-501-0000-0410, comprising 2.2 acres or
95,832 Sq. Ft.
Development Block 2 Purchase Price = $977,119.10.
Development Block 3 generally consists of parcels: 25-19-30-5AG-0201-0120,
25-19-30-5AG-0201-0010, and 25-19-30-5AG-0201-0090, comprising 1.19 acres
or +/- 51,836 Sq. Ft.
Development Block 3 Purchase Price = $528,532.60.
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Section 4.4. Closing Documents.
Upon satisfaction of the Conditions of Conveyance and Payment to the City of the
purchase price for each Development Block to be conveyed, the City shall execute and
deliver to Developer:
(1). A special warranty deed, including restrictions as outlined in Section
3.14, transferring title and ownership of the applicable Development Block to Developer
free and clear of all liens, the form of which is attached as Exhibit "C" (hereinafter
referred to as the "Deed"),
(2). An Affidavit of Seller in the form of Exhibit "D",
(3). Approvals and consents from the City as may be reasonably required by
the title company (hereinafter referred to as the "Title Company") issuing the title
commitment to Developer for the Property (hereinafter referred to as the "Title
Commitment") in order to evidence City's authority to convey the Property, and
(4). Such other documents as reasonably agreed upon by the Parties or as
may be reasonably requested by the Title Company to properly and sufficiently effect
the transfer of the Property to Developer in accordance with the terms of this
Agreement.
In connection with the conveyance of each Development Block to Developer, the City
hereby makes certain representations, warranties, and covenants to Developer as set
forth in Exhibit "E", which shall be deemed to be restated in full at each closing of a
Development Block.
281 P ,,L,L,
Section 4.5. Performance Criteria for Repayment of Purchase Price Upon
Completion of the Project.
The Purchase Price(s) of the Property paid by Developer to the City, shall be repaid to
Developer for satisfactory complete performance of the proposed Project; defined as
receipt of Certificates of Occupancy for a minimum of two hundred and thirty-five (235)
residential units, or other number of units as may be determined by amendment or
under the terms of Section 4.6 of this Agreement. The City shall, within sixty (60) days
after the issuance of the final Certificate of Occupancy, for such residential units, return
the full purchase price of the Development Blocks purchased to the Developer. The City
shall refund the Purchase Price(s) to Developer regardless of whether Developer has
assigned its rights under this Agreement to another party, unless Developer has so
expressly assigned its right to receive all or a portion of the Purchase Price to such
assignee in a written instrument executed by Developer and such assignee (in which
event the City shall refund such applicable portion of the Purchase Price, to such
assignee).
Section 4.6. Changing of Uses.
The City and Developer acknowledge that market conditions may change over time
and, therefore, changes to the Master Plan may be necessary to ensure the Project's
financial profitability and success. Developer shall have flexibility to change uses, the
number of buildings, building dimensions, and to increase or decrease the unit count or
floor area of any particular use component of the Project by up to fifteen (15%) without
the consent or approval of the City, provided that appropriate zoning and land use
regulations are complied with. The City Manager, or designee, shall administratively
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approve changes of use within the Master Plan which changes do not exceed fifteen
percent (15%) of the permitted uses and not authorized by the City's zoning and land
development regulations. Changes in excess of fifteen (15%) or those that are
inconsistent with zoning or land development regulations will require the approval of the
City Commission and the City's Planning and Zoning Commission.
Section 4.7. Development Ready Site Preparation.
The City shall, at its expense proceed immediately to accomplish the following within six
(6) months from the Effective Date, subject to Force Majeure:
(1). Vacate the existing utility and other easements, and all roadways (e.g., alleys)
encumbering within the—boundaries of the Property (i.e., within the City block
boundaries); and
(2). Re-plat the Property into a boundary plat for the Development Blocks with no
internal easements, roadways or other encumbrances.
(3). The City shall prepare the Waterfront Catalyst Site to be free of underground and
overhead utilities, utility lines and environmental issues and will make available water
and sewer infrastructure adequate to serve the needs of the proposed development. In
addition, the City will cause to be removed the overhead electrical utility lines located
between Development Blocks two (2) and three (3) shown on Exhibit"H".
The City's obligations under this Section 4.7 shall be fully performed and completed with
Government Requirements.
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Section 4.8. Funding for CRA Programmed Infrastructure Offsite Improvements.
The City/CRA shall initiate securing funds for the CRA Programmed Infrastructure
Offsite Improvements within thirty (30) days of the Effective Date. The City/CRA shall
secure all funding within an additional one hundred and fifty (150) days (six (6) months
total). The City/CRA and Developer shall mutually agree on a professional civil
engineering firm that the Developer will contract with to design the CRA Programmed
Infrastructure Offsite Improvements. The City and/or CRA shall provide timely
reimbursement to Developer for all costs incurred in connection with the design,
engineering, construction and installation of the CRA Programmed Infrastructure Offsite
Improvements. Such reimbursement shall occur, from time to time, within thirty (30)
days after submission of a requisition for payment with supporting data by Developer as
the work for the foregoing progresses and costs are incurred by the Developer, but in no
event shall the City or the CRA be obligated to make any disbursements more
frequently than monthly or in excess of the amounts as set forth in this Agreement. No
funds exceeding an aggregate total of Five Million Two Hundred Thousand Dollars
($5,200,000) will be authorized without additional City and/or CRA consent for CRA
Programmed Infrastructure Offsite Improvements.
Section 4.9. Reimbursement to Developer for Enhanced Foundation Preparation
Costs.
The City will reimburse Developer for the Enhanced Foundation Preparation Costs
which are estimated between Three Million Dollars ($3,000,000) and Four Million
Dollars ($4,000,000). Should the Enhanced Foundation Preparation Costs exceed
Three Million Dollars ($3,000,000), the City will pay additional costs up to a maximum of
31
Four Million Dollars ($4,000,000), provided that the City's consulting peer review
engineer reasonably agrees with the Developer's soils engineer on the necessity for this
additional work. The Developer shall be responsible for all Enhanced Foundation
Preparation Costs exceeding Four Million Dollars ($4,000,000). The City shall reimburse
Developer for the costs of the foregoing, from time to time, within thirty (30) days after
submission of a requisition for payment by Developer as the work for the foregoing
progresses and costs are incurred by the Developer, but, in no event, shall the City be
obligated to make any disbursements to Developer more frequently than monthly. The
City's total reimbursement to Developer for Enhanced Foundation Preparation Costs
shall not exceed Four Million Dollars ($4,000,000).
Section 4.10. City Review and Coordination with CRA Annual Budget and
Programming.
The City will coordinate with the CRA as part of the annual review and approval of the
CRA's annual budget throughout the remainder of the CRA's operational timeframe,
which should include programming and funding for downtown marketing and
community event programming, enhanced downtown policing, and street and grounds
maintenance.
Section 4.11. Development Incentives for Waterfront Catalyst Site Development
and Investment.
(1). The City agrees to pay Developer a sum equal to 50% of the total annual tax
increment revenues generated from each purchased Development Block for each tax
year through 2025.
(2). The Property is located within the Sanford Waterfront Brownfield Area; the City will
utilize economic incentives to facilitate the redevelopment of the Property as authorized
by Section 376.84, Florida Statutes, Brownfield Economic Incentives:
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(i). Building Department Permit Fees: City building permit fees (mechanical,
electrical, plumbing, building, plan review, expedited plan review, State review and pre-
power agreements) directly associated with the proposed development of the Property
shall not be charged to Developer. The total of fees not being charged to the Developer
shall not exceed One-Million Dollars ($1,000,000). The City's Building Department will
adhere to the current policy of inspection within forty-eight (48) hours of proper
notification; provided, however, that expedited inspections of a shorter timeframe than
the typical schedule shall be accomplished at the cost of the Developer.
(ii). Planning and Development Department Review Fees. The City Planning
and Development Department review fees (site plan, engineering plan review,
development review plan utility plan review, site development permit, addressing)
directly associated with the proposed development of the Property shall not be charged
to the Developer. The total cost of the fees not being charged to Developer shall not
exceed Five-Hundred Thousand Dollars ($500,000) and shall include in-house
expedited review fees.
Section 4.12. Use of Transportation Impact Fees Paid by Developer.
The City and the Developer agree to collaborate and develop recommendations to be
submitted to Seminole County for the use of Developer-paid County transportation
impact fees paid relative to development under this Agreement with the goal of having
the County dedicate such revenues to transportation facility and infrastructure
improvements located within the Community Redevelopment Area to the maximum
extent permitted by the County's impact fee codes and ordinances and the
transportation plans of the County such as the Long Range Transportation Plan.
33
1
Section 4.13. Use of Police Impact Fees Paid by Developer.
The City/CRA and the Developer shall jointly identify public safety/law enforcement
improvements for the Redevelopment Area that are consistent with the existing Police
Department Operational Plan as may be amended, for the potential use of paid Police
Impact Fees.
Section 4.14. Use of Park and Recreation Impact Fees Paid by Developer.
The City/CRA and Developer shall identify potential improvements and mutually agreed
upon locations within Fort Mellon Park, Palucci Park or other parks in the
Redevelopment Area for the use of paid Parks and Recreation Impact Fees.
Section 4.15. Use of Available Stormwater Credits by Developer.
At no cost to the Developer, the City shall reserve for the Developer the required
number of stormwater credits necessary for the redevelopment of the-Property and
implementation of the Master Plan.
Section 4.16. Access to Development Blocks.
The City shall permit the Developer or its designee(s) access to the Development
Blocks, prior to formal conveyance of the Development Blocks to the Developer for the
following purposes; provided, however, that the City shall continue to use all property
and exercise all domain over such properties until the transfer of ownership to the
Developer:
(1). To conduct inspections, environmental audits and testing, geotechnical testing
and land surveys;
(2). To install development signage and promotional signage;
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(3). To perform and or manage the construction or installation of the CRA
Programmed Infrastructure Offsite Improvements;
(4). To perform and or manage the construction or installation of Enhanced
Foundation Preparation; and
(5). Any other activity authorized by the City Manager.
Section 4.17. Utilization of Schedule S Development Review Standards.
The City agrees that the Project shall utilize the parking standards outlined in Schedule
S of the City's Land Development Regulations. The Developer agrees that the Project
shall be reviewed and approved utilizing the architectural standards and criteria outlined
in Schedule S of the City's Land Development Regulations; provided, however, that all
off-street parking stalls that are nine feet (9') by eighteen feet (18') in size shall be
permitted.
ARTICLE V. AGREEMENT AS COVENANT; PERFORMANCE AND DEFAULT.
Section 5.1. Agreement as Covenant or Equitable Servitude.
Anything to the contrary herein notwithstanding and without limiting the generality (and
subject to the limitations) hereof, it is the intention of the City and Developer that the
provisions of this Agreement shall constitute covenants running with the land and with
title to the Property, or as equitable servitudes upon the land, as the case may be. Bona
fide purchasers of completed portions of the Property, upon obtaining a Certificate of
Occupancy for the residential portion of the Project being conveyed, or a Certificate of
Completion for the non-residential portion of the Project being conveyed, will not be
subject to the development obligations of Developer under this Agreement; otherwise,
this Agreement shall be binding upon and inure to the benefit of the successors and
3 5 1 �� �.I (-;
assigns of Developer, to the extent of such successors' and assigns' ownership of all or
a portion of the Property. The City will agree to release its rights relating to bona fide
purchasers of properties relative to which a certificate of occupancy has been issued.
Section 6.2. Developer's Default of Agreement and Covenants.
Failure of Developer to perform in accordance with or to comply with any of the
covenants, conditions and agreements which are to be performed or complied with by
Developer and the continuance of such failure for a period of ninety (90) days after
mailing of notice thereof in writing from the City to Developer in accordance with this
Agreement (which notice shall specify the respects in which the City contends that
Developer has failed to perform or comply with any such covenants, conditions and
agreements), shall constitute an event of default (hereinafter referred to as the "Event of
Default") on the part of Developer; provided, however, if such default cannot be cured
within ninety (90) days and :
(1). Developer within said ninety (90) day period shall have commenced and thereafter
shall have continued diligently to prosecute all actions necessary to cure such default,
and
(2). The Project continues to operate in the ordinary course of business in bona fide
good faith efforts directed to timely Completion of the Project, then Developer shall have
an additional reasonable time within which to cure such matter or Event of Default.
Until the City has provided Developer with written notice of default and the time periods
for cure set forth in this Agreement have elapsed without such cure having been
effected, the failure of Developer to perform or comply with a provision or provisions of
this Agreement specified in such notice shall not be deemed an Event of Default.
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Developer is prohibited from acting in a manner which results in repetitive defaults,
notices and cures for the same defaults.
Section 5.3. City Default.
In the event of a default or an alleged default by the City with regard to this Agreement
and any of its terms or conditions, Developer shall give the City not less than ninety (90)
days written notice of default, as measured in conformance with Section 6.2. The "notice
of default" shall specify the nature of the alleged default and, where appropriate, the
manner and period of time in which said default may be satisfactorily cured. If such
default cannot be cured within ninety (90) days and the City within said ninety (90) day
period shall have commenced and thereafter shall have continued diligently to
prosecute all actions necessary to cure such default, then the City shall have an
additional reasonable time within which to cure such matter or Event of Default. Until
Developer has provided the City with written notice of default pursuant to this
Agreement and the time periods for cure set forth in this Agreement have elapsed
without such cure having been effected, the failure of the City to perform or comply with
any part of this Agreement specified in such notice shall not be deemed an Event of
Default.
Section 5.4. Unavoidable Delay or Force Majeure.
Neither party hereto shall be liable to the other for any failure, delay or interruption in the
performance of any of the terms, covenants or conditions of this Agreement due to
causes beyond the reasonable control of that party, including without limitation strikes,
boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the
public enemy, acts of superior governmental authority, severe or adverse weather
37) 1> . , ,.,
;� 4 4
conditions which cause the issuance of a officially declared state of emergency, floods,
riots, rebellion, sabotage, terrorist acts, severely adverse financial market conditions or
any other circumstance for which such party is not responsible. With respect to any
Force Majeure that results in any damage to Developer Improvements or the CRA
Programmed Infrastructure Offsitib Improvements, the time periods shall be extended for
the following periods of time:
(1). The time period from the date of the Force Majeure through and including the
date Developer receives the insurance proceeds related to such damage, and
(2). Following receipt of the insurance proceeds, the reasonable time period which is
needed for Developer to restore Developer Improvements or CRA Programmed
Infrastructure Offsite Improvements to the condition which existed immediately
preceding the Force Majeure.
Section 5.5. Limitations on Remedies.
Developer and City waive their rights to claims for incidental, punitive, exemplary,
indirect, consequential, or lost profits damages arising under or relating to this
Agreement. Remedies for both Developer and City are limited to claims for actual
damages.
Section 5.6. Waiver.
Failure or delay in giving notice of default or seeking enforcement of this Agreement
shall not constitute a waiver of any default. Except as otherwise expressly provided in
this Agreement and except for any waiver expressly provided in writing, any failure or
delay by another party in asserting any of its rights or remedies as to any default shall
not operate as a waiver of any default or of any such rights or remedies or deprive such
381 4" 2
party of its right to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert or enforce any such rights or remedies.
Section 5.7. Attorneys Fees.
If either party commences an action against the other to enforce any of the terms of this
Agreement or because of the breach by either party of any of the covenants, terms or
conditions hereof, the losing or defaulting party will pay to the prevailing party
reasonable attorneys' fees, costs and expenses incurred in connection with the
prosecution and defense of such action.
ARTICLE V11. MISCELLANEOUS PROVISIONS.
Section 6.1. Florida and Local Laws Prevail.
This Agreement shall be governed by the laws of the State of Florida. This Agreement
is subject to and shall comply with the City Charter of the City of Sanford as the same is
in existence as of the Effective Date and the codes and ordinances of the City;
provided, however, that future ordinances of the City shall not affect the terms and
provisions of this Agreement:
(1). Unless uniformly applicable to property similarly situated with the Property, the
CRA Programmed Infrastructure Offsite Improvements and Developer Improvements;
provided, however, to the extent Developer would otherwise be grandfathered or not
subject to such ordinances if this Agreement did not exist, Developer shall not be
subject to such ordinances;
(2). If the same shall impair the rights of Developer or the obligations of the City
hereunder; and
39
(3). Unless the same are permitted by and adopted pursuant to the requirements of
this Agreement.
Subject to the foregoing and the terms of this Agreement any conflicts between this
Agreement and the aforementioned City Chatter and the codes and ordinances of the
City shall be resolved in favor of the latter.
If any term, word, phrase, section, covenant, or condition of this Agreement or the
application thereof to any Person or circumstances shall to any extent, be illegal, invalid,
or unenforceable because of present or future laws or any rule or regulation of any
governmental body or entity or becomes unenforceable because of judicial construction,
the remaining terms, words, phrases, sections, covenants and conditions of this
Agreement, or application of such term, covenant or condition to Persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not
be affected thereby and each term, word, phrase, section, covenant, or condition of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
Section 6.2. Notices.
All notices, demands, requests and other communications required under this
Agreement must be given in writing and may be delivered:
(1). By hand, or
(2). By certified mail, return receipt requested, or
(3). By a nationally recognized overnight delivery service such as Federal Express.
Notice shall be deemed to have been given upon receipt of notice or refusal of delivery.
All notices, demands, requests and other communications required under this
Agreement may be sent by electronic mail provided that the electronic communication is
40 11
followed up by notice given pursuant to one (1) of the three (3) methods in the
preceding sentence. Any party may designate a change of address by written notice to
the other party, received by such other party at least ten (10) days before the change of
address is to become effective.
In the case of a notice or communication to Developer if addressed as follows:
As to Developer:
Sanford Waterfront Partners, LLC
2199 Ponce De Leon Blvd. Suite 400
Coral Gables, FL 33134
Attn: Richard J. Heisenbottle, FAIA
Copy to:
Gunster, Yoakley & Stewart, P.A.
Brickell World Plaza, Suite 3500
600 Brickell Avenue
Miami, Florida 33131
Attn: Mario Garcia-Serra, Esq.
And a copy to: Any Mortgagee of Developer whose address has been provided to
the City in writing and, in the case of a notice of default sent to Developer, a copy shall
be sent to any such Mortgagee as registered with the City as required in this
Agreement; provided, however, that such notice shall not be implied or inferred to grant
a Mortgagee any rights with priority over the rights of the City.
As to the City.
To: City of Sanford
Norton N. Bonaparte, Jr., lCMA-CM
City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771-1244
411
A party may unilaterally change its address or addressee by giving notice in writing to
other parties as provided in this Section. Thereafter, notices, demands and other
pertinent correspondence shall be addressed and transmitted to the new address.
Section 6.3. Titles of Articles and Sections.
Any titles of the several parts, Articles and Sections of this Agreement are inserted for
convenience of reference only and shall be disregarded in construing or interpreting any
of its provisions.
Section 6.4. Counterparts.
This Agreement is executed in counterparts, each of which shall be deemed an original,
and such counterparts shall constitute one and the same instrument. This Agreement
shall become effective only upon execution and delivery of this Agreement by the
parties hereto.
Section 6.5. Authorization and Approvals by the City.
All requests for action or approvals by the City shall be submitted to the City Manager
for decision, who shall be the board, commission, representative or entity of the City
that must act or approve the matter on behalf of the City. Without limiting the generality
of the foregoing or the general authority of the City Manager, the City Manager, by
virtue of the City Commission's approval of this Agreement, is hereby delegated
authority by the City Commission to have the authority himself or herself to amend this
Agreement, as agreed upon by City Manager and Developer, including the authority to
grant extensions of time for performance by Developer. If the City Manager's office shall
be vacant or if the City Manager shall not have the full authority to act or approve
matters required of the City pursuant to this Agreement, then the City Commission shall,
42 1
promptly upon written request by Developer, designate such other officer or department
as may be appropriate with the authority to act or approve matters required of the City
pursuant to this Agreement. If a matter requires adjudication in accordance with quasi-
judicial procedures and processes; the matter shall be processed and adjudicated in
compliance with such legal requirements. Unless otherwise specified to the contrary
herein or under controlling law, all decisions, approvals and actions required of the City
hereunder must be decided, given or taken within sixty (60) consecutive days after the
receipt of written notice requesting same unless the City Manager requests an
alternative timeframe in writing prior to the sixtieth (60th) day following receipt of written
notice.
Section 6.6. Exculpation.
Notwithstanding 'any provision contained in this Agreement to the contrary, it is
specifically agreed and understood that there is no personal liability on the part of any
manager or member in Developer (provided such has not assumed in writing any
greater liability with respect to this Agreement). The foregoing shall not be construed to
exculpate or immunize any manager, member, director, official, or agent of Developer
for fraudulent statements or statements made under oath or penalties of perjury.
Likewise, notwithstanding any provision contained in this Agreement to the contrary, it is
specifically agreed and understood that there is no personal liability on the part of any
City elected or appointed officer, employee, or agent, with respect to the performance,
manner or time of performance, delay, or lack of performance, of any of the obligations,
terms, covenants and conditions of this Agreement. Nothing in this Agreement shall be
deemed or construed to constitute a waiver of sovereign immunity by the City.
43
Section 6.7. Captions.
The article and section headings and captions of this Agreement and the table of
contents preceding this Agreement are for convenience and reference only and in no
way define, limit, describe the scope or intent of this Agreement or any part thereof, or
in any way affect this Agreement or any part thereof.
Section 6.8. Holidays.
It is hereby agreed and declared that whenever a notice or performance under the
terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal
holiday observed by the City, it shall be postponed to the next following business day
that is not a Saturday, Sunday or legal holiday.
Section 6.9. Severability, Unlawful Provisions Deemed Stricken.
If this Agreement contains any unlawful provisions that are not an essential part of this
Agreement and which do not appear to have been a controlling or material inducement
to the making of this Agreement, such provisions shall be deemed of no effect and shall
be deemed stricken from this Agreement without affecting the binding force of the
remainder. In the event any provision of this Agreement is capable of more than one (1)
interpretation, one (1) which would render the provision invalid and one (1) which would
render the provision valid, the provision shall be interpreted so as to render it valid.
Section 6.10. Governing Law.
In any civil action, counterclaim, or proceeding, whether at law or in equity, which arises
out of, concerns, or relates to this Agreement, any and all transactions contemplated
hereunder, the performance hereof, or the relationship created hereby, whether
sounding in contract, tort, strict liability, or otherwise, trial shall be to a court of
441
competent jurisdiction and not to a jury. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. Any party
may file an original counterpart or a copy of this Agreement with a court of competent
jurisdiction in Seminole County, Florida, as written evidence of the consent of the
parties hereto of the waiver of their right to trial by jury. Venue for any judicial
proceeding shall be in the Circuit Court in and for Seminole County, Florida. Neither
party has made or relied upon any oral representations to or by any other party
regarding the enforceability of this provision. Each party has read and understands the
effect of this jury waiver provision. The parties agree to use alternative dispute
resolution processes and procedures to the maximum extent practicable.
ARTICLE VII. FLORIDA LOCAL GOVERNMENT DEVELOPMENT AGREEMENT
ACT.
Section 7.1. Permits.
The following is a description of all local permits that will be needed for approval for the
Development of the Property:
(1). Preliminary subdivision plan.
(2). Subdivision improvement plan.
(3). Development plan review (with site and engineering) for each site, lot, tract or
parcel submitted for development.
(4). Final plat to finalize any subdivision of land.
(5). Right-of-way and easement permit for (driveway/walkway/landscape).
(6). Right-of-way permit for maintenance of traffic proposal/work zone (M.O.T.)
(7). Right-of-way utilization permit.
(8). Vacate request.
451 F,
(9). Site development permit.
(10). Addressing plan review and associated fees for new address assignments.
(11). Historic Preservation Board Certificate of Appropriateness.
(12). Approval for any and all right of way activities including, but not limited to,
downtown merchant sign applications and sidewalk cafes.
Section 7.2. Additional Permits.
The following is a description of all local permits that may be needed for approval for the
Development of the Property:
(1). CAPP (Citizen Awareness and Participation Plan) meetings and reports.
(2). Development Review Team pre-application conference before any phases or
proposed developments are submitted.
(3). Conditional uses (major conditional uses or minor conditional uses) depending
on any future use changes
(4). Flood zone determination.
(5). Variance to Schedule "S" of the City's Land Development Regulations if the
requirements of Schedule "S" are not met.
(6). Arbor permits
Section 7.3. Necessity of Compliance.
The failure of this Agreement to address a permit, condition, term, or restriction shall not
relieve Developer of the necessity of complying with the law governing said permitting
requirements, conditions, term, or restriction.
461 =
Section 7.4. Public Health, Safety, Welfare.
The Project will be permitted and developed in accordance with latest Florida Building
Codes and Standards to ensure the public health, safety, or welfare of its citizens.
Section 7.5. Developer Dedications.
There is no land to be dedicated by, or public facilities to be provided by, Developer,
except for the Offsite Improvements.
ARTICLE VIII. LOCAL LAWS AND POLICIES GOVERNING AGREEMENT.
Section 8.1. Existing Laws.
The City's laws and policies governing the development of the Property at the time of
the Effective Date shall govern the development of the Property for the duration of this
Agreement.
Section 8.2. Future Laws.
The City may apply subsequently adopted laws and policies to the Development subject
to this Agreement only after written notice to Developer and after the City has
determined the following pursuant to Section 163.3233(2), Florida Statutes, at a public
hearing:
(1). The laws and policies adopted after the Effective Date are not in conflict with the
laws and policies governing this Agreement and do not prevent development of the land
uses, intensities, or densities permitted under this Agreement;
(2). They are essential to the public health, safety, or welfare, and expressly state
that they shall apply to a development that is subject to a development agreement;
(3). They are specifically anticipated and provided for in this Agreement;
471
(4). The City demonstrates that substantial changes have occurred in pertinent
conditions existing at the time of approval of this Agreement; or
(5). This Agreement is based on substantially inaccurate information supplied by
Developer.
Section 8.3. Annual Report and Review.
The City shall review the Property subject to this Agreement at least once every twelve
(12) months to determine if there has been demonstrated good faith compliance with
the terms of this Agreement.
Section 8.4. Revocation or Modification of Development Agreement.
The City may revoke or modify this Agreement if it determines through its annual review
process pursuant to Section 8.3, that based on substantial competent evidence there
has been a failure to comply with the terms of this Agreement.
Section 8.5.Effect of Contrary State or Federal Laws.
In the event that any state or federal law is enacted after the Effective Date that is
applicable to and precludes the parties from complying with the terms of this
Agreement, then this Agreement shall be modified or revoked as is necessary to comply
with the relevant State or Federal law.
[SIGNATURE PAGES TO FOLLOW]
481
IN WITNESS WHEREOF, the following authorized repre tatives of the City
and Developer have executed this MOU on the date signed by e ch p y.
CITY OF SANE RD.
Teff Trip y r
AttestDate: , 2017
t
( Fah
Cynthia Porter, City Clerk # `
Approved as to form and
Legality.
,�ifliam L. Cohbert, Esquire
City Attorney
tv 111 ` 1 "A'DDITIONAL SIGNATURE PAGE FOLLOWS:
I Al
" +
49
SANFORD WATERFRONT
PARTNERS, LLC, a Florida limited
liability company, as the Assignee of the
Mou.
Richard*Heisenboftle, ManaJer
—Date: Mays 2017
WITNESSES:
gn e of itness
Printed NAm of Witness
Sigr6ture of Witness
Printed Name of Witness
Acknowledgement
STATE OF FLORIDA)
5 -1
COUNTY OF-GADE-
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Richard Heisenbottle
and he acknowledged executing the same in the presence of two subscribing witnesses
freely and voluntarily and he is personally known to me or provided
as identification. U
50
Witness my hand and official seal in the County and State last aforesaid this
day of May, 2017. !�?
(Affix Notary Seal)
Notary Public; State of Florida
PATRICIA ANN LEE
Q�'
4w.
Notary Public-State of FloridaCommission a GG 028355 Prac ~ My Comm.Expires Dec 18.2020
51 �