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4403 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 _ 10� 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 12 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). 13 i 13 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 14 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. 15 "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 16 1 P :., si , 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. 18 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 191 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 201 P 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. 21 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 221 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"). 23 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. 24 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. 251 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; 261 P (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. 271 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 29 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. 30 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: 32 (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; 34 (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. 36 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 �