2361 Economic Dev Incentive Program w/DK Sanford LLC46SCANNED
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This Instrument Prepared By and Return To:
Tom George
Deputy City Manager
City Hall
300 North Park Avenue
Sanford, Florida 32771
Tax Parcel Identification Numbers:26-19-30-5AE-4900-0000,26-19-30-5AE-490A-0000,
26-19-30-5AE-660A-0000, 27-19-30-300-0040-0000, and 27-19-30-501-0000-0080
CITY OF SANFORD
ECONOMIC DEVELOPMENT INCENTIVE PROGRAM AGREEMENT
WITH TRANSIT PROPERTIES LLC
THIS AGREEMENT is effective as of the /(I"4day of1h()),' , 2021, by and
between the City of Sanford, a political subdivision of and the "-state of Florida, whose
address is 300 North Park Avenue, Sanford, Florida 32771 (hereinafter referred as the
"City") and Transit Properties LLC, a Florida limited liability company, whose address is
624 Long Lake Drive, Oviedo, Florida 32765 (with joinder by DK Sanford, LLC., a Florida
limited liability company, authorized to do business and doing business in the State of
Florida, whose address is 15436 North Florida Avenue, Suite 200, Tampa, Florida
33613).
WITNESSETH:
WHEREAS, the City Commission of the City of Sanford, Florida recognizes the
need for economic development and job development within the City; and
WHEREAS, the City Commission of the City of Sanford, Florida desires to provide
incentives in the City economy which will encourage economic development and job
development within the City; and
WHEREAS, economic development incentive programs can provide needed
capital for commercial/industrial development and thereby encourage expansion and job
creation; and
WHEREAS, assisting commercial/industrial development and encouraging job
creation and enhancement of the City's tax base serves a valid public purpose as it
provides for an expanded tax base and for enlarged employment opportunities; and
WHEREAS, the City Commission- of the City of Sanford enacted Ordinance
Number 4526 to incentivize economic and tourism development within the City which
Ordinance is now codified in Chapter 2, Division 3 of the Code of Ordinances of the City
of Sanford and entitled "Supplemental Economic Or Tourism Development Program"; and
WHEREAS, DK Sanford, LLC applied for economic incentivization under the
provisions of the City's Supplemental Economic Or Tourism Development Program; and
WHEREAS, the application submitted by DK Sanford, LLC related to an eligible
business under the provisions of Chapter 2, Division 3 of the Code of Ordinances of the
City of Sanford; and
WHEREAS, the application submitted by DK Sanford, LLC related to real property
(as described in Exhibit "A" attached hereto and incorporated herein) which real property
is owned by Transit Properties LLC who agreed and consented to the application being
submitted to the City of Sanford; and
WHEREAS, the City Commission of the City of Sanford enacted Ordinance
Number 4580 granting economic incentives under the City's Supplemental Economic Or
Tourism Development Program to DK Sanford, LLC; and
WHEREAS, development activities of DK Sanford, LLC will create employment
opportunities within the City and will result in significant capital investments being made
in the City; and;
WHEREAS, Transit Properties LLC (and DK Sanford, LLC by joinder hereto) and
the City desire to enter into this Agreement for the purpose of gaining additional
assurances by DK Sanford, LLC (and Transit Properties LLC as the property owner) to
the City that certain expenditures by the City will produce a positive economic effect in
the City as a result of DK Sanford, LLC's activities within the City; and;
WHEREAS, the City has determined that in order to enhance and preserve the
health, safety, education, and welfare of the citizens of the City it is necessary, proper,
and desirable to enter into this Agreement with Transit Properties LLC in order to enhance
the economic development of the City; and
WHEREAS, the City finds and declares that it is in the public's best interest and
serves a public purpose to award a grant and/or other assistance through the City's
Supplemental Economic Or Tourism Development Program to DK Sanford, LLC pursuant
to the terms of this Agreement with Transit Properties LLC; and
WHEREAS, this Agreement is entered pursuant to the home rule powers of the
City of Sanford as set forth at Article VIII, Section 2, of the Constitution of the State of
Florida; Chapter 163, Florida Statutes; Chapter 166, Florida Statutes; and other
applicable controlling law.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby covenant and agree
as follows:
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SECTION 1. RECITALS.
The above recitals are true and correct and form a material part of this Agreement
upon which the parties have relied.
SECTION 2. REPRESENTATIONS OF THE COMPANY.
Transit Properties LLC hereby represents and warrants to the City the following:
(a). Transit Properties LLC is duly organized and validly existing under the laws
of the State of Florida and is authorized to do and is doing business in the State of Florida.
(b). Transit Properties LLC has the power, authority, and legal right to execute,
deliver, and perform this Agreement. The execution, delivery, and performance of this
Agreement by Transit Properties LLC have been duly authorized by all necessary actions,
(c). Transit Properties LLC's project manager relative to the development
commitments required to be accomplished by DK Sanford, LLC, shall be Reginald
Wallace or his designee.
SECTION 3. COVENANTS OF TRANSIT PROPERTIES LLC.
Transit Properties LLC hereby covenants with the City to complete all development
relating to its business inside the corporate limits of the City as set forth in its application
materials submitted to the City and agrees to create and provide economic development
within the City.
SECTION 4. CITY GRANT FUNDS.
(a). The City grants the following incentive under the provisions of Chapter 2,
Division 3 of the Code of Ordinances of the City of Sanford to Transit Properties LLC
relative to development covenanted to be accomplished by DK Sanford, LLC:
(i), 70% of an amount equal to the sums paid in ad valorem taxes that
have been duly paid to the City during the first 5 years in which the incentivized
development is placed on the tax rolls of Seminole County; and, thereafter;
(ii), 50% of an amount equal to the sums paid in ad valorem taxes that
have been duly paid to the City during the second 5 years in which the incentivized
development is placed on the tax rolls of Seminole County;
(b). The grant shall be calculated on new ad valorem tax revenues consistent
with the provisions and intent of Chapter 2, Division 3 of the Code of Ordinances of the
City of Sanford.
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(c). The City's Finance Director shall issue payments to Transit Properties LLC,
or its successor in interest, consistent with the incentive award approved in Subsection
(a) of this Section after the new ad valorem tax revenues have been received by the City,
which occurs after the final certificate of occupancy is awarded for the project, but no later
than December 31, 2022 to the effect that January 1, 2023 shall be the date on which the
10 year rebate period commences regardless of whether the project has been completed
by December 31, 2022.
SECTION 5. TERM.
This Agreement shall become effective upon execution by the City and Transit
Properties LLC (with joinder by DK Sanford, LLC) and shall remain in effect through close
out of the Agreement pursuant to and consistent with its terms or until earlier terminated.
SECTION 6. REPORTS.
Transit Properties LLC shall provide the City with reports at least every 12 months
starting on July 1, 2021. These reports shall contain and provide information regarding
the number of new permanent jobs that have been provided by the project, the capital
investment to date as to the project and of all activities affecting the implementation of
this Agreement including, but not limited to, a narrative summary of progress on the
project in the report form approved by the City.
SECTION 7. PUBLIC RECORDS.
(a). IF TRANSIT PROPERTIES LLC HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE TRANSIT PROPERTIES LLC'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI
HOUCHIN, MMC, FORM, CITY CLERK, CITY OF SANFORD, CITY HALL,
300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOUCHIN@a SANFORDFL.GOV.
(b). In order to comply with Section 119.0701, Florida Statutes, public records
laws, Transit Properties LLC must:
(i). Keep and maintain public records that ordinarily and necessarily
would be required by the City in order to perform the service.
(ii). Provide the public with access to public records on the same terms
and conditions that the City would provide the records and at a cost that does not
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exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise
provided by law.
(iii). Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as
authorized by law.
(iv). Meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in possession of the Vendor upon termination of
this Contract and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. All records
stored electronically must be provided to the City in a format that is compatible with
the information technology systems of the City.
(c). If Transit Properties LLC does not comply with a public records request, the
City shall enforce the provisions of this Contract in accordance with the terms and
conditions of this Contract.
(d). Failure by Transit Properties LLC to grant such public access and comply
with public records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Transit Properties LLC shall promptly provide the City with a copy
of any request to inspect or copy public records in possession of Transit Properties LLC
and shall promptly provide the City with a copy of Transit Properties LLC's response to
each such request.
SECTION 8. RECORDS AND AUDITS.
(a). Transit Properties LLC shall maintain in its place of business all books,
documents, papers, and other evidence pertaining to work performed under this
Agreement. Such records shall be and remain available at Transit Properties LLC's
place of business at all reasonable times during the term of this Agreement and for five 5
years after Agreement closure.
(b). Transit Properties LLC agrees that the City or its duly authorized
representatives shall, until the expiration of 5 years after Agreement closure, have access
to examine any of Transit Properties LLC's books, documents, papers, and records
involving transactions related to this Agreement. Transit Properties LLC agrees that
payments made under this Agreement shall be subject to reduction for amounts charged
which are found, based on audit examination.
(c). Transit Properties LLC shall provide proper facilities for access to and
inspection of all required records.
SECTION 9. NOTICES.
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(a). Whenever either party desires to give notice unto the other, notice may be
sent to:
City:
Norton N. Bonaparte, Jr,, ICMA-CM
City Manager
City Of Sanford
300 North Park Avenue
Sanford, Florida 32771
Transit Properties LLC:
James D. Palermo, Esquire
15436 North Florida Avenue
Suite 200
Tampa, Florida 33613
(b). Either of the parties may change, by written notice as provided herein, the
addresses or persons for receipt of notices or invoices. All notices shall be effective
upon receipt.
SECTION 10. INDEMNITY AND INSURANCE,
(a). Transit Properties LLC is responsible for all personal injury and property
damage attributable to its acts and omissions and those of its officers, employees, and
agents.
(b). Transit Properties LLC shall indemnify, save and hold harmless the City and
all of its respective officers, agents, and employees from and against all losses and all
claims, demands, payments, suits, actions, recoveries, and judgments of every nature
and description whatsoever including, but not limited to, claims for property damage and
claims for injury to or death of persons and by reason of any act or omission of the Transit
Properties LLC, its officers, agents, contractors, subcontractors and employees. Further,
Transit Properties LLC shall provide necessary workers compensation coverage and
unemployment compensation for its employees as well as all other normative or pertinent
insurance coverages.
(c). The parties further agree that nothing contained herein shall be construed
or interpreted as the City of any remedy or defense available to the City under the laws
of the State of Florida, or as a waiver of sovereign immunity by the City beyond the waiver
provided for in Section 766.28, Florida Statutes, and, then, with regard to the City, only
as to negligent acts under controlling State law.
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(d). Transit Properties LLC agrees and covenants not to sue the City on the
basis of the matters set forth herein or associated matters and should Transit Properties
LLC file any claim or assertion to challenge the actions of the City relative to the matters
set forth herein, or otherwise in any way associated with the grant herein, the
development of the real property referenced herein, Transit Properties LLC shall have
waived and released any and all entitlements arising hereunder regardless of whether
implemented or not implemented or acted upon or not acted upon.
SECTION 11. CONFLICT OF INTEREST.
(a). Transit Properties LLC agrees that it will not engage in any action that would
create a conflict of interest in the performance of its obligations pursuant to this
Agreement with the City or which would violate or cause others to violate the provisions
of Part //l, Chapter 112, Florida Statutes, relating to ethics in government.
(b). Transit Properties LLC hereby certifies that no officer, agent or employee of
the City has any material interest (as defined in Section 112.312, Florida Statutes) either
directly or indirectly, in the business of Transit Properties LLC to be conducted here, and
that no such personal shall have any such interest at any time during the term of this
Agreement.
SECTION 12. EQUAL OPPORTUNITY EMPLOYMENT.
Transit Properties LLC agrees that it will not discriminate against any contractor,
employee or applicant for employment or work under this Agreement, because or on
account of race, color, religion, disability, sex, age, national origin or any other basis of
unlawful discrimination and will ensure that applicants are employed and employees are
treated during employment without regard to race, color, religion, sex, age, or national
origin. This provision shall include, but not be limited to, the following: retention, award of
contracts, employment, upgrading, demotion or transfer, recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.
SECTION 13. COMPLIANCE WITH LAWS AND REGULATIONS, EFFECT OF
AGREEMENT.
(a). In performing under this Agreement, Transit Properties LLC shall abide by
all laws, statutes, ordinances, rules, and regulations pertaining to, or regulating the
performance set forth herein including, but not limited to, those now in effect and hereafter
adopted. Any material violation of said laws, statutes, ordinances, rules or regulations
shall constitute a material breach of this Agreement, and shall entitle the City to terminate
this Agreement immediately upon delivery of written notice of termination to Transit
Properties LLC.
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(b). Transit Properties LLC agrees that the City is not responsible for the
construction or creation of public facilities or capacity in order to facilitate the development
of the real property referenced herein and, without limiting the generality of the foregoing,
Transit Properties LLC shall pay all impact fees applicable to the development which is
the subject of this Agreement.
(c). This Agreement shall not limit the future exercise of the police powers or
land development regulatory powers of the City in any manner.
SECTION 14. EMPLOYEE/COMPANY STATUS.
(a). Persons employed or retained by Transit Properties LLC in the performance
of services and functions pursuant to this Agreement shall have no claim to pension,
workers compensation, unemployment compensation, civil service or other employee
rights or privileges granted to the City officers and employees, either by operation of law
or by the City.
(b). Transit Properties LLC assumes total responsibility for salaries,
employment benefits, contractual rights and benefits, contract payments, Federal, State
and local employment taxes, if any, attributable to Transit Properties LLC personnel and
its officers, agents, contractors, subcontractors and employees, and agrees to indemnify
and hold the City harmless from any responsibility for same.
(c). In performing this Agreement, planning, developing, constructing, equipping
and operating the project or carrying out any of the activities to be carried out by Transit
Properties LLC, Transit Properties LLC will be acting independently, in the capacity of
any independent entity, and not as a joint venturer, partner, associate, employee, agent
or representative of the City.
SECTION 15. NO THIRD -PARTY BENEFICIARIES.
This Agreement is made for the sole benefit of the parties hereto and their
respective successors and assigns, including any successor in interest to Transit
Properties LLC's interest in the project, and is not intended to and shall not benefit any
third party. No third party shall have any rights hereunder or as a result of this Agreement
or any right to enforce any provisions of this Agreement.
SECTION 16. GOVERNING LAW/ATTORNEY'S FEES.
This Agreement shall be construed and interpreted according to the laws of the
State of Florida. In the event of litigation between the parties arising from or pertaining to
this Agreement, the prevailing party shall be entitled to recover from the other, reasonable
trial and appellate attorneys, fees and costs. Venue shall be in the Eighteenth Judicial
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Circuit Court in and for Seminole County, Florida.
SECTION 17. CONSTRUCTION OF AGREEMENT.
This Agreement shall not be construed more strictly against one party than against
the other merely by virtue of the fact that it may have been prepared by counsel for one
of the parties it being recognized that both parties, the City and Transit Properties LLC,
have contributed substantially and materially to the preparation hereof.
SECTION 18. CONSTITUTIONAL AND STATUTORY LIMITATION ON
AUTHORITY OF THE CITY.
The terms and conditions of this Agreement placed upon the City are applicable
only to the extent they are within and consistent with the constitutional and statutory
limitations on the authority of the City. Specifically, the parties acknowledge that the City
is without authority to grant or pledge a security interest in any of the City's revenue
sources or property.
SECTION 19. - EVENTS OF DEFAULT/REMEDIES.
For the purposes of this Agreement, "Event of Default" shall mean any
representation or warranty made by Transit Properties LLC herein or in any statement or
certificate furnished to the City in connection with this Agreement or the application
relating thereto or to the project proves to be untrue in a material respect as of the date
of issuance or making thereof and shall not be corrected or brought into compliance within
such time as may be required by the City.
SECTION 20. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, but all counterparts shall together
constitute one and the same instrument.
SECTION 21. HEADINGS.
All sections and descriptive headings in this Agreement are inserted for
convenience only, and shall not affect the construction or interpretation hereof.
SECTION 22. TIME.
Time is of the essence of this Agreement.
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SECTION 23. SEVERABILITY.
If any provision, term or clause of this Agreement is determined to be invalid or
unenforceable by a Court of competent jurisdiction, said determination shall not, in any
way, effect the obligation of the parties provided for or referred to herein and, to that end,
the provisions of this Agreement shall be deemed severable. However, such invalidity or
unenforceability shall preclude the continuing effect of this Agreement if a failure of
consideration or a failure of the public benefits intended to be derived were to occur,
SECTION 24. SUCCESSORS AND ASSIGNS.
(a). This Agreement and the terms and conditions hereof shall be binding upon
and inure to the benefit of the City and Transit Properties LLC and its respective
successors -in -interest the terms and conditions of this Agreement shall be binding upon
the property described in Exhibit "A" and shall run with title to the same.
(b). This Agreement touches and concerns the aforementioned real property,
(c) . Transit Properties LLC has expressly covenanted and agreed to this
provision and all other terms and provisions of this Agreement.
SECTION 26. AMENDMENT, WAIVER, ENTIRE AGREEMENT.
(a). This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof, and may not be modified or amended except by a written
instrument equal in dignity herewith and executed by the parties to be bound thereby.
(b). No waiver or consent to any departure from any term, condition or provision
of this Agreement shall be effective or binding upon any party hereto unless such waiver
or consent is in writing, signed by an authorized officer of the party giving the same and
delivered to the other party.
(c). Transit Properties LLC agrees that no representations have been made by
the City in order to induce Transit Properties LLC to enter into this Agreement other than
as expressly stated in this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement for the purposes stated herein.
SIGNATURE BLOCKS FOLLOW:
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A TTES T:
Signature of Witn ss # 1 -
Printed Name:.'
Signature of Witness # 2 y
Printed Name:
vv
STATE OF FLORIDA
COUNTY OF SEMINOLE )
TRANSIT PROPERTIES LLC, a Florida
limited liability company.
TRANSIT PROPERTIES LLC, a Florida
limited liability company.
By: Kevin M. Wydra, its sole manager.
I Hereby Certify that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Kevin M. Wydra and
he acknowledged, under oath, executing the same in the presence of two subscribing
witnesses freely and voluntarily and he is personally known to me or provided
Elol,_k as identification.
Ltc.,2_6 s --e_
Witness my hand and official seal in the County and State last aforesaid this
day of ktal 2021.
(Affix Notary S jL* a A ROCIO PEREIRO W Notary Public, State of Florida
Commission# GG 345272 Notary Pubflc�State of
My comm. e)#res Aug. 24, 2023 Print Name: &,., 4:�: -ze_ ' -
- - I A .,h
ADDITIONAL SIGNATURE BLOCK FOLLOWS:
JOINDER AND AGREEMENT:
The undersigned joins and agrees to all of the terms and conditions of this Agreement in
a plenary manner, on behalf of itself and its successors, assigns and transferees of any
nature whatsoever, and consents to and agree with the covenants and to perform and
fully abide by the provisions, terms, conditions and commitments set forth in this
Agreement and, further, the undersigned covenant that they have full and complete
authority to bind the undersigned:
WITNESSES: DK SANFORD, LLC, a Florida limited
liability company
By: DeBartolo Development, LLC, its
Manager
By Edwardkobel,-its-Marl�ger
Signat re of Witness # 1 Signature of Witness # 2
Printed Name: —;rwk-- Printed Name:
STATE OF FLORIDA
COUNTY OF SEMINOLE )
I Hereby Certify that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared Edward M. Kobel and
he acknowledged, under oath, executing the same in the presence of two subscribing
witnesses freely and voluntarily and he is personally known to me or provided
as identification.
Witness my hand and official seal in the County and State last aforesaid this
day of 12021.
(Affix Notary Seal) (j�/"r°%:' , /"p 1
Notary Public; State —of-�7-�/'-/-/—
Print Name:
PL
ADDITIONAL SIGNATURE BLOCK FOLLOWS:
ASOEASC800P
Public - State of Florida
MNotary
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Commission # GG 959253
I
-1 My Comm. Expires Jun 13. 2024
Bonded through National Notary Assn,
121
raci Ho c MC, CRM
it Clerk
LoP YY) C) ":I>-PLLtO
For u and reliance of the
Sanford City Commission only.
Approved as to form and legality.
William L. Colbert, Esquire, City Atto—rney
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