510-Seminole Towne DEVELOPER'S AGREEMENT REGARDING
REDUCTION IN NUMBER OF BILLBOARDS
THIS DEVELOPER'S AGREEMENT is made and entered into this
day of ~,~, by and between the City of Sanford, Florid~
a Florida municipal corporation (the "City") and Seminole Town~
Center Limited Partnership and Seminole Investors (collectively the
"Developer").
WI~ESSETH:
[EREAS, the Developer ~s the owner and holder of certain real
property located ~n the City o~ Sanford, Florida, which ~s more
particularly described on Exhibit "A" attached hereto and b~ this
reference made a part hereof (the "Property"), which property
consists of approximately 200 acres~ and
WHEREAS, there ~s currentl~ located upon the Propert~ seven
outdoor advertising billboard faces constructed on seven outdoor
advertising billboard structures (five locations), two of which
advertise to motorists tr~veling on State Road 46, with the balance
advertising to motorists traveling on Interstate 4 ~n Seminole
Count~; and
~EREAS, as a condition of development, the Developer has
agreed to reduce the nu~er of outdoor advertising b~llboard faces
from seven to four which are to be reconstructed on two outdoor
advertising billboard structures, w~th each structure having two
WHEREAS, as a condition of development, the City has imposed
structures and faces which are to be reconstructed as hereinafter
provided, and the Developer has agreed to the additional
restrictions; and ~
--..~' ---.J c~c
WHEREAS, the City and the Developer desire that the expres[ ,~o c-~
terms and conditions of reconstruction of the outdoor advertisin ~
billboard faces and structures, and the additional restrictions t~ --, ~
be imposed thereon, be set forth in a Developer's Agreeme.n~ ~J ;~
executed between the City and the Developer.
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
I. INCORPORATION OF RECITALS
The recitations set forth in the foregoing recitals are
material to this Agreement and are hereby incorporated into
and made a part of this Agreement as though they were fully
set forth in Section I, and this Agreement shall be construed
in accordance therewith.
II. REMOVAL OF EXISTING STRUCTURES
Within 90 days following execution of this Agreement, the
Developer shall remove, or cause to be removed, without
payment of compensation, the seven outdoor advertising
billboard faces together with the five outdoor advertising
billboard structures. The 90 day period shall be extended for
any additional time required for Florida Power & Light to
disconnect power to the structures. Upon such removal of
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structures and utility facilities, the Developer shall have
the right to reconstruct, or cause to be reconstructed, two
outdoor advertising billboard structures displaying four
outdoor advertising billboard faces or facings subject to the ~
terms and conditions set forth herein.
III. CONDITIONS OF RECONSTRUCTION
Each of the two outdoor advertising billboard'structures to be
reconstructed pursuant to the provisions of this Developer's
Agreement, shall be subject to the following specific
conditions and restrictions:
(a) Each outdoor advertising billboard structure shall be
constructed on a single steel pylon, also known as mono-
polesconstruction, as depicted in Exhibit "B" attached
hereto.
(b) The maximum height of each outdoor advertising billboard
structure shall be the greater of 50 feet above the crown
of the right of way of Interstate 4 immediately adjacent
to the location of the structure, or 50 feet above grade
at the location of the said structure.
(c) The two outdoor advertising billboard facings to be
reconstructed on each of the two outdoor advertising
billboard structures may be constructed in a back to back
configuration or a V-type configuration, as depicted in
Exhibit "C" attached hereto. Each billboard facing shall
be no greater than 14 feet in height and 48 feet in
length, excluding temporary embellishments or add-ons.
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(d) Each outdoor advertising billboard face may be a tri-
vision facing, as depicted in Exhibit "D" attached
hereto.
(e) Each of the two outdoor advertising billboard structureF~~'''
shall at all times fully comply with all state an~
federal regulations, including but not limited to th~
provisions of Chapter 479, Florida Statutes, and the
provisions of Title 1 of the Highway Beautification Act
of 1965 and Title 23, United States Code.
(f) Each of the two outdoor advertising billboard structures
shall be landscaped in a professional manner as depicted
in Exhibit "E" attached hereto.
(g) The two outdoor advertising structures shall be located
as shown on Exhibit "F" attached hereto.
(h) The two outdoor advertising billboard structures to be
reconstructed pursuant to the provisions of this
Developer's Agreement, shall be removed at the end of the
thirtieth year following their construction; provided,
however, the said outdoor advertising billboard
structures shall not be required to be removed pursuant
to this section if the code of the City has been amended
to allow for, or provide for, the construction,
maintenance and operation of similar outdoor advertising
billboard structures within the corporate limits of the
City.
IV. PERMITS
The .City agrees that 'it will issue any and all permits
necessary for the construction and installation of the t~
outdoor advertising billboard structures, each containing tw~
advertising billboard facings, along with any supporti~
improvements. The City further agrees that it will issue a~w
and all permits necessary for the relocation of either or both
of the two outdoor advertising billboard structures in the
event either or both structures are required to be relocated
as a result of condemnation proceedings.
V. PREEMPTIVE ADVERTISING RIGHTS OF CITY
During the term of this Agreement, the City shall have
preemptlye advertising rights for both billboard advertising
space, and space on advertising display units to be erected
and operated within the interior of the mall building, under
the following terms and conditions:
(a) During the term of this Developer's Agreement, the
Developer shall provide, or cause to be provided, to the
City one outdoor advertising billboard face to be located
adjacent to the Interstate 4 corridor within Seminole
County, Orange County or Volusia County. Selection of
the outdoor advertising billboard face shall be made by
the City from the available inventory of blank faces
existing from time to time. Additionally, at the City's
option, in lieu of the billboard face adjacent to the
Interstate 4 corridor, the City may select an alternative
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location from the available inventory of blank faces
including locations adjacent to Interstate 95, U. S. 17-
92 and State Road 46. The Developer shall provide~
artistic design and layout services to the City's [ ol
specifications. The Developer shall also absorb or cause~
to be absorbed the expenses for production of one~
painting annually (exclusive of extensions, additions or 03
special effects) for each of the first three years of
this Agreement, and thereafter once every two years
during the term of this Agreement. The outdoor
advertising billboard face selected by the City shall be
either a 10 X 40 foot.sign face or a 14 X 48 foot sign
face.
(b) During the term of this Developer's Agreement, Or during
the term the Developer operates advertising display units
within the mall building, whichever is less, the
Developer shall provide, or cause to be provided, to the
City one advertising display unit within the mall
building, to be approximately five feet tall by three
feet wide, and to be located at key interest points and
traffic areas within the mall. The display shall be
internally illuminated in a plexiglass casing. The
initial production costs of the advertising display shall
be borne by the Developer. The location of the
advertising message to be displayed may be rotated or
moved within the mall from time to time at the
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Developer's discretion, provided, however, the
advertising display unit shall at all times be at key
interest points and traffic areas.
In addition to the foregoing guaranteed advertisin~
display unit, the Developer shall provide to the City o~
cause to be ~rovided, without charge, a secon~
advertising display unit within the mall building on ~
"as available" basis.
(c) The term "Developer" as used from time to time in this
Section V, shall also include and refer to the reputable
advertising company assigned the Developer's rights and
obligations under this Agreement pursuant to the
provisions of Section VI below.
(d) In the event the two outdoor advertising billboard
structures to be reconstructed pursuant to the provisions
of this Developer's Agreement are removed, or required to
be removed, for whatsoever reason, then, and in such
event, the preemptire advertising rights of the City as
set forth in this section shall terminate upon such
removal.
VI. ASSIGNMENT
The Developer may assign its rights and obligations under this
Agreement with prior written consent of the City, which
consent shall not be unreasonably withheld; provided, however,
notwithstanding the foregoing, Developer shall have the
absolute right to transfer and assign its rights and
7
obligations under this Agreement to a related or subsidiary
entity or to any entity designed to permit an investor to own
a direct or indirect interest in Developer's property or
Developer may assign some or all of its rights or obligations
under this Agreement to a reputable advertising company
without the City's consent, but in such instance, the
Developer shall notify the City of such transfer or
assignment. ~
VII. BINDING EFFECT o
This Agreement shall run with the land, shall be binding up~
the Developer and its assigns and successors in interest, a~
shall inure to the benefit of the City and its assigns and
successors in interest.
VIII. NOTICES
Where notice is herein required to be given, it shall be by
certified mail, return receipt requested, addressee only, hand
delivery, courier delivery or overnight delivery. Said notice
shall be sent to the following, as applicable:
Developer: Seminole Towne Center Limited
Partnership
c/o Melvin Simon & Associates, Inc.
115 W. Washington Street
Indianapolis, IN 46203
Attn: Thomas J. Schneider
and
Seminole Investors
c/o Melvin Simon-& Associates, Inc.
115 W. Washington Street
Indianapolis, IN 46203
Attn: General Counsel
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With Copies To: James G. Willard, Esq.
Shutts & Bowen
20 N. Orange Avenue, Suite 1000
Orlando, FL 32801
As To The City: William A. Simmons, City Manager
City of Sanford
300 N. Park Avenue
Sanford, FL 32771
With A Copy To: William L. Colbert, City Attorney
Stenstrom McIntosh Julian Colbert
200 W. First Street, Suite 22
Sanford, FL 32771
IX. AMENDMENT ·
This Agreement may not be amended or modified except by
written agreement executed by the parties.
X.RECORDING
This Agreement shall be recorded in the public records of
Seminole County, Florida.
XI. EFFECTIVE DATE AND TERM
The effective date of this Agreement shall be the date that
the last of either the City or Developer has executed this
Agreement. The term of this Agreement shall be thirty years.
IN WITNESS WHEREOF, the parties hereto have executed this
Developer's Agreement in manner and form sufficient to bind
them as of the day and year first above written.
CITY OF SANFORD, FLORIDA
~ .. .... ... . \
O: - -~ ~ ~ ': ~ ~ ATTEST:
· .. '~ ~, ~..."~-/
a Donahoe, city Clerk
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SEMINOLE TOWNE CENTER LIMITED
PARTNERSHIP, an Indiana Limited
Partnership
By: SEMINOLE-SIMON MALL LIMITED
PARTNERSHIP, an Indiana
Limited Partnership, its
General Partner
By: S/C SPECIALISTS, INC.
~n 'Indiana Corporation, ~
rtner~ ~ ~
Herbert Simon, President ~
SEMINOLE INVESTORS, a Florida
General. Partnership
By: SEM-TRS PERIPHERAL LIMITED
PARTNE SHIP, an Indiana Limited
Part~~ip, General Partner
By:
Herbert Simon, General Partner
STATE OF FLORIDA
COUNTY OF SEMINOLE
Thea~o~e oing ins~.ent was acknowledged before me this ~5~
day of~e~F~r, 199~% D. Smith, Mayor of the CITY OF
Betrye
SANFORD, FLORIDA, a Florida municipal corporation, who is
personally known to me (or who produced a current driver's license
issue~ by a stat~ of the United Etatcu) who~i~did not take an
oath.
Notary Public
Printed Name of Notary Public
My commission expires:
10
STATE OF INDIANA
COUNTY OF MARION
The foregoing instrument was acknowledged before me this 3t~t
day of Dece~er, 1993, by Herbert Simon, President of S~
SPECI~ISTS, INC., who is personally known to me (or who produc~
a current driver's license issued by a state of the United
States
and who did/did not take an oath.
Kttvf~] R. O'BRYAN, Notary Public
County of Residenca: Marion
STATE OF INDIANA ~y Commission Expires D~. 6, 1996
CO~TY OF ~RION
The foregoing instrument was acknowledged before me this 30th
day of Dece~er, 1993, by Herbert Simon, General Partner of SEM-TRS
PERIPHE~ LIMITED PARTNERSHIP, who is personally known to me (or
who produced a current driver's license issued by a state of the
United States) and who did/did not take an oath.
4. /
~ted ~ame
MIMM R O'BRYAN, Nolary PUblic
County of Residence: Marion
OR~DO ~00,1 r~y Commission Expires Dec, 6, 1996
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GENERAL NOTE:
ALL DIMENSIONS ARE FOR EXAMPLE ONLY.
ALL DIMENSIONS ARE SUBJECT TO CHANGE
P
TO S~E COND~IONS, A PLICABLE CODES ETC.
DRA~NG IS NOT TO SCAL~
_. 3DVJ
BAS~ ON F~ S~C~ICA~ONS
EXHIBIT 'D"
USTR~T~ON OF 'TR~-V~SION'
FYA - · j ~ ~ ~o
BILLBO~D STRUC~E '~ } 1 MULTIPLE. ROTATING PRISM ~ES
.
SHOWN IN ADVERTISING. POSITION
STEEL MONOPOLE ~RTIC~ SUPPORT. ~, . '
PART OF BILLBO~D STRU~URE) . }
UNIT OR BOX
The Unit or Box con~ins the following key element:
· Multiple prism tubes, which route to provide 3 separate
adve~ising faces or messages at ~med inte~als.
· Electro-mechanical linkage and drive mechanisms for'
simultaneous ro~tion of the prism robes.
ENLARGED END VIEW OF PRISM TUBE
The term," tri-vision" as used in the Lease Agreement refers to an electro-
mechanical advertising device or unit which contains triangular shaped
aluminum tubes which rotate at timed intervals to create three(3) separate
advertising faces. The brand contemplated for use is the Prismavision unit
as described herein.
PRISMAVISION, GENERAL:
Prismavision is a' rotating aluminum prism sign which shows three different
advertising faces or messages at timed intervals. The Prismavision unit or
box Is an electro-mechanical device which, when .fully assembled, Is
designed to mount on an outdoor advertising display (Billboard).
(~ Prismavision is a patented product belonging to Prismavision of Malmo,
Sweden
3M National