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480-Seminole Towne Center SEMINOLE TOWNE CENTER REDEVELOPMENT AGREEMENT This Agreement (the "'Agreement") made this/j'/~day of January, 1993 by and between the City of Sanford, Florida a Florida municipal corporation (the "City"), the Seminole Towne Center Community Redevelopment Agency, an agency of the City of Sanford, Florida (the "CRA"), and S/C Specialists, Inc., an Indiana corporation (the "Developer"). RECITALS A. The CRA, established pursuant to Section 163.410 the Florida Statutes, has the authority to promote the health, safety and welfare of the City and its inhabitants, to prevent the spread of blight and to encourage private development in order to enhance the local tax base and create employment, and to enter into contractual.agreements with third parties for the purpose of achieving the aforesaid purposes. B. Developer is the holder of an exclusive contract to purchase approximately 130 acres 'of land (the ""Property") located within the City and also situated within the Seminole Towne Center Community Redevelopment Area as designated by the City and that certain Community Redevelopment Area Plan for Seminole Towne Center adopted by the City in February of 1991 (the "Redevelopment Plan"). C. Developer desires to constructin phases an.enclosed regional shopping center consisting, at full build-out, of an approximately 1,250,000 square foot multi-tenant retail mall and related improvements on the Property, as more specifically described in the attached Exhibit "A" and generally located in the southeast quadrant of the intersection of Interstate 4 and State Road 46 in the City. The redevelopment area of which the Property is a part is legally described on Exhibit "B" attached hereto and hereafter referred to ~ the "Redevelopment Project Area". The Property, together with the shopping center and related improvements to be constructed thereon are hereafter referred to as the "Project". The Project will be developed substantially in accordance with the site plan attached hereto as Exhibit "C", as amended from time to time (the "Site Plan"). A more complete description of the Project is attached as Exhibit "D". D. Concurrently with the development of the Project, the CRA will construct or cause to be constructed certain public improvements described in Exhibit "E" attached hereto (the "Public Improvements"). E, The CRA is authorized under the provisions of the Community Redevelopment Act of 1969, Florida Statutes 163.330 et seq. as amended (the "Act"), to finance redevelopment in accordance with the conditions and requirements set forth in the Act. F. To stimulate and induce the acquisition and redevelopment of the Redevelopment Project Area, and pursuant to the Act, the City Commission of the City of Sanford ("City Commission")~ adopted the following resolutions: (1) Resolution Number 1592 dated December 10, 1990 accepting delegation of redevelopment powers from Seminole County and determining blight within the Seminole Towne Center Area, and (2) Resolution Number 1595 dated February 25, 1991 approving a Community Redevelopment Plan for the Seminole Towne Center Community Redevelopment Area. The foregoing resolutions are sometimes hereinafter referred to as "Resolutions". G. Pursuant to the Resolutions and the Act, the CRA is authorized to issue revenue bonds payable solely from monies deposited in the redevelopment trust fund (the "Redevelopment Trust Fund") created by the CRA pursuant to Section 163.387, Florida Statutes. The proceeds of the bonds ("TIF Funds") will be used to finance the Public Improvements in the m~nner described in the attached Exhibit "F" (the "TIF Funded Public Improvement Costs"). H. The purpose of this Agreement is to coordinate Project construction'~by the Developer with the construction of the Public Improvements by the CRA, to allocate Construction and financing responsibilities between. the CRA and the Developer and to establish Conditions precedent to the performance of the CRA'S obligations hereunder. FOR AND IN CONSIDERATION of the mutual covenants described above and the agreements' contained below, and for other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the parties hereto agree as follows: I. INCORPORATION 6F 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 this Section I, and this Agreement shall be construed in accordance therewith. - 2 - II. COVENANTS, REPRESENTATIONS AND WARRANTIES 2.01 Developer's Covenants, Representations and Warranties. Developer represents, warrants and covenants to the CRA as follows: (i) Developer shall be governed by, adhere to and obey any and all applicable federal, state and local laws, statutes~ ordinances, rules, regulations and executive orders applicable to the Project as may be in effect from time to time. (ii) Developer shall proceed diligently to carry out the purchase of the Property in accordance with documents governing the same and the construction of the Project in accordance with the terms and conditions of this Agreement. (iii) All the information provided to the CRA and the City by Developer and contained in the Redevelopment Plan regarding and limited to the Project, the Property and the Developer is true, correct and complete to the best of Developer's knowledge. ~ (iv) Developer has the right, power and legal authority to enter into this Agreement and perform all of Developer's obligations hereunder. 2.02 CRA Covenants, Representations and Warranties. Subject to the conditions precedent set forth in Section 2.03 hereafter and to the terms of Section 5.01 hereof, the CRA represents, warrants and covenants to the Developer that it has the right, power and authority in accordance with all necessary legislative and governmental requirements to execute, deliver and perform the terms and obligations of this Agreement. 2.03 Conditions Precedent to CRA's Performance. The performance by the CRA': of its obligations and commitments under this Agreement, including its obligation to construct the Public Improvements, shall be conditioned upon the prior occurrence or satisfaction of the following matters: (i) Closing of the purchase of the Property by Developer or its authorized successor or assigns. (ii) Commencement of Project construction by the Developer. - 3 - (iii) Validation and sale by the CRA of tax increment financing revenue bonds ("TIF Bonds") substantially in accordance with the terms contemplated in Article V, hereafter. (iv) Amendment to Seminole County Resolution Number 90-R-213 adopted July 10, 1990 and amendment to the Resolutions, as necessary, to provide authority to the City and the CRA to carry out the provisions of this Agreement which currently conflict with or are inconsistent with the provisions of such resolutions as adopted. 2.04 City Covenants, Representations and Warranties. City covenants, represents and warrants to the CRA and the Developer as follows: (i) The City has the right, authority and power to execute, deliver and perform the terms and obligations' of this Agreement, including, without limitation, the right, power and authority to approve the issuance of TIF Bonds by the CRA. (ii) City will assist and cooperate with the Developer and the CRA in attempting to 'secure and obtain, in an expeditious and timely manner, all necessary governmental approvals, consents, permits, licenses, authorizations and easements reasonably necessary or required for the ~evelopment and. construction of the Public Improvements. and the Project. The foregoing does not represent approval of or an agreement to 'grant any approvals, consents, permits, licenses, authorizations or easements for the construction of either the Public Improvements 'or the Project, but merely represents an agreement by the City, to the extent possible, to expedite any applications made to the City by the Developer. (iii) Upon satisfactory completion of construction of the Public Improvements by the CRA, the City will accept by conveyance ordedication, as appropriate, all roads or other infrastructure constructed as part of the Public Improvements and thereafter maintain the same to the same standard as similar infrastructure improvements located within the City. III. CONSTRUCTION OF THE PROJECT AND PUBLIC IMPROVEMENTS 3.01 Developer's Construction of the Pro~ect. Promptly after the date hereof, Developer shall plan and construct the Project substantially in accordance with the - 4 - Redevelopment Plan, the Ordinances, this Agreement and the Site Plan attached hereto as Exhibit "C", as amended from time to time. 3.02 Time for Completion of the Project. Developer shall use its best efforts to proceed in good faith to commence construction of the Project as soon as reasonably possible and shall diligently pursue construction until comple~ion. 3.03 CRA's Construction of the Public Improvements. Subject to the satisfaction of the conditions precedent set forth in Section 2.03 of this Agreement and subject in all respects to Article V hereafter, the CRA shall commence construction of the Public Improvements and diligently pursue the same until completion. It is acknowledged by the parties that the Public Improvements are required for the opening of the regional shopping center which is part of the Project and the CRA and the City agree to use their best efforts to complete the Public Improvements in a timely manner so as to not delay the opening of the regional shopping center to the public. ~ 3~04 Plans and Specifications for Public Improvements. Within 180 days after closing of Developer's purchase of the Property, Developer shall cause to be delivered to the CRA, City, Seminole County or the Florida Department of Transportation (the "FDOT"), as appropriate, for 'review and approval, the complete construction documents containing working drawings and specifications ("Plans and SpecifiCations") for the Public Improvements. The City will use its best efforts to review and approve the Plans and Specifications as related to City jurisdictional items within 45 days from the receipt thereof and shall work diligently with Seminole County and the FDOT to obtain concurrent approval of the Plans and Specifications as to those portions of the Public Improvements within the jurisdiction of such agencies. The CRA shall cause the Public Improvements to be constructed in accordance with the Plans and Specifications as approved by the appropriate public agency. IV. COOPERATION OF THE PARTIES 4.01 Commitment to Cooperate. The parties agree to cooperate in scheduling and coordinating construction of the Public Improvements and the - 5 - (iii) The City/CRA shall be under no obligation under this Agreement except to the extent that it may, under the laws of the State of Florida, issue TIF Bonds as described in this Article V for the purpose of constructing the Public Improvements payable solely from fifty percent (50%) of the revenues deposited on an annual basis in the Redevelopment Trust Fund. No ad valorem taxes or other revenues of the City shall be pledged for the payment of such TIF Bonds and such bonds must be either (a) rated at least "investment grade" by a nationally recognized rating agency, ~or (b) privately placed with Developer, an affiliate of Developer or an accredited investor, as defined by applicable federal securities laws, who executes an accredited investor letter acceptable to the City; and' (iv) To utilize in accordance with the Act and this subparagraph (iv), all monies deposited in the Redevelopment Trust Fund fora period of fifteen (15) years commencing in that year in which the full valuation of Phase 1 of the Project becomes part of the property valuation for the purposes of levying real estate taxes. The City's obligation to contribute to the Redevelopment Trust Fund shall be in an amount equal to the increment as defined in Chapter 163.387(1), Florida Statutes, provided, however, the CRA shall, as set forth in subsection (iii) above, only be obligated on an annual basis to use 50% of the monies deposited in the Redevelopment Trust, Fund for the purpose of paying debt service on the TIF Bonds and for the purpose of paying any other payments authorized by the resolutions authorizing the'TIF Bonds. In addition, the applicable bond documents shallprovide that the-City shall be obligated to make transfers of monies to the Redevelopmerit Trust Fund only to the extent it has received taxes from property owners within the Community Redevelopment Area in an amount equal to the increment. Any excess monies in the Redevelopment .Trust Fund shall be returned to the City or otherwise used by the CRA in accordance with Section 163.387(7), Florida Statutes. 5.02 CRAto Use TIF Proceeds for Public Improvement Costs. CRA agrees to use TIF Bond proceeds to pay for TIF Funded Public Improvement Costs including, but not .limited to, engineering, design, legal and other costs relating either to the design and construction of the Public Improvements or the issuance of the TIF Bonds. To the extent the Developer has previously incurred TIF Funded Public Improvement Costs, which - 7 - costs were specifically approved by the City/CRA prior' to expenditure, the CRA shall reimburse to Developer such costs, verified to the satisfaction of the CRA, at the time of TIF Bond issuance. VI. PEi%FORMANCE 6.01 Time of the Essence. Time is ~f the essence of this Agreement. 6.02 Delay. For the' purposes of any of the provisions of this Agreement, neither the CRA, City nor Developer, as the case may be, nor any respective successor in interest, shall be considered in breach of, or default of its obligations under this Agreement in the event of any delay resulting from: (i) Force Majeure. Any delay resulting from or caused by damage or destruction by Acts. of God, fire, earthquakes, floods, explosion, war (declared or undeclared, including "police actions"), invasion, insurrection, riot, mob violence, or other casualty, strikes, lockouts, actions of labor unions, shortage of labor or material or equipment or facilities, condemnation, requisition laws, orders or restrictions of government or civil or military authority, adverse weather condition such as~ by way of i~lustration and not limitation, rain storms or below freezing temperatures of abnormal degree or quantity for an abnormal duration, hurricanes~ ~ornadoes or cyclones and other like event, or any other condition · beyond the reasonable control of the Party affected, which in fact interferes with the ability of such party ("Force Majeure") to discharge its respective obligations hereunder, including a Party's inability to obtain required financing~ or (ii) Judicial, Quasi-Judicial, Administrative, or Legislative Proceeding. Any delay resulting from: (a) the conduct of any judicial, qu.asi-judicial, administrative or legislative body or proceeding, or (b) caused by litigation or proceedings challenging the authority or right of theCRA and/or the City or of the Owner/Developer under the Development Order to act under the Redevelopment Plan, any of the Resolutions, to act in compliance with the Seminole Properties Development Order, dated September 12, 1990, by and between the City of Sanford and Sanford Interstate Properties Joint Venture ("Development Order"), or perform under this Agreement including the validation of - 8 - 10.02 Opportunities for Sanford Residents. Developer shall use reasonable efforts to present opportu- nities for training and employment to lower income residents of the City of Sanford. Reasonable efforts will also be used to award contracts of work in connection with the Project to qualified business concerns making competitive bona fide bids which are located in, or owned in substantial part, by persons residing in the City of Sanford. 10.03 Statements in Solicitations for Employment. Developer will, in at~ solicitations or advertisements for employees placed by or on behalf of Developer state that all qualified applications will receive consideration for employment without regard to race, religion, color, sex, age, mental or physical disability, national origin or ancestry, sexual orientation, marital status, parental status, military discharge status or source of income. 10.04 Provisions to be Included in All Construction Con-- tracts. Developer will include the provisions of Sections 10~.01, 10.02 and 10.03 in all of its construction contracts related to those portions of the Project owned and to be constructed by Developer, and will require the inclusion of these provisions in every subcontract entered into by any of its contractors, so that such provision bill be binding upon each such contractor or sub-contractor. XI. MUTUAL ASSISTANCE The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications, as may be reasonably necessary or appropriate. to carry out the terms, provisions and intent of this Agreement. XII. MISCELLANEOUS PROVISIONS 12.01 Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of such party unless specifically so provided herein. - 11 - 12.02 Disclaimer. Nothing contained in this Agreement, nor any act of the City or the CRA shall be deemed or construed by any of the parties, or by third persons, to create any relationship of third party beneficiary, or of principal or agent, or of limited or general partnership, or of joint venture, or of any association or relationship involving the City or the CRA. 12.03 N(~zices. All notices, certificates, approvals, consents or other communications desired or required to be given hereunder shell be in writing and shall be sufficiently given on the second day following the day on which the same shall have been mailed by registered or certified mail, postage and fees prepaid, return receipt requested addressed as follows: IF TO CITY: City Manager Sanford, Florida Post Office Box 1788 Sanford, Florida 32772-1788 WITH COPIES TO: William L. Colbert, Esquire '~ Stenstrom, McIntosh, Julian, Colbert, Whigham & Simmons Post Office Box 4848 Sanford, Florida 32772 IF TO CRA: Seminole ~owne Center CQmmunity Redevelopment Agency c/o City Of Sanford P. O. Box 1788 Sanford, Florida 32772-1788 Attention: Mr. William A. Simmons IF TO DEVELOPER: S/C Specialists, Inc. Attn: Thomas J. Schneider P. O. Box 7033 Indianapolis, Indiana 46207-7033 WITH COPIES TO: James G. Willard, Esquire Shutts & Bowen 20 North Orange Avenue, Suite 1000 Orlando, Florida 32801 The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, approvals, consents or other communications shall be sent. - 12 - 12.04 Paraqraph Headinqs; Gender and Number: The paragraph headings and references are for the convenience of the parties and are not intended to limit, vary, define or expand the terms and provisions contained in this Agreement and shall not be used to interpret or construe the terms and provisions of this Agreement. The masculine shall include the feminine and the neuter; the feminin~ shall include the masculine and the neuter; and the neuter shall include the masculine and the feminine. The plural shall include the singular, and the singular shall include the plural, wherever the context so admits. 12.05 Counterparts. This Agreement may be executed in Several counterparts, each of which shall be an original. and all of which shall constitute but one and the same agreement. 12.06 Successors and Assiqnees. The terms and conditions of this Agreement are to apply to and bind the successors and assignees of the City and th~ CRA and the successors and assigns of Developer as owner of the Property. Assignment of this Agreement by Developer shall require the prior written consent of the City and the CRA, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, consentby the City and the CRA shall not be required to any assignment of this ~greement by Developer to Seminole Towne Center-Limited or to any entity in which Melvin Simon & Associates, Inc. ("Simon") or an affiliate of Simon is a partner or shareholder in such entity and has a managerial role in the development and operation of the Project. For purposes of the preceding sentence, an affiliate of Simon shall be deemed to include any wholly owned subsidiary of Simon, Melvin Simon, Herbert Simon, David Simon or the family trusts of either Melvin, Herbert or David Simon. 12.07 Severability. If any provision of this Agreement (other than Section 5.01{iv)) or any paragraph, sentence, clause, phrase or word, or the application thereof, in any circumstance, is held invalid, the remainder of the Agreement shall be construed as if such invalid part were never included herein and the Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. In the event Section 5.01{iv) is held invalid, this entire Agreement shall be considered null and void and the City and the CRA shall have no further obligations to perform hereunder. 13 - 12.08 Non-Recourse. The liability of Developer hereunder shall be limited to its interest in the assets of the entity owning the Property and neither the Developer nor its partners, shareholders, officers, employees or agents shall have any personal liability under this Agreement. The approval, execution and performance of this Agreement by any of the employees, officers, agents or elected officials of the City or the CRA shall be considered actions take~ solely in such person's representative capacity on behalf of the City or CRA and no such employee, officer, agent or elected official shall have any personal liability whatsoever for any actions taken in reliance upon or pursuant to this Agreement. 12.09 Termination. This Agreement shall terminate and be of no further force or effect upon completion of construction of the Public Improvements to be constructed by the CRA hereunder and acceptance of said Public Improvements for public maintenance by the appropriate governmental agency having jurisdiction over the same. This space left blank intentionally. - 14 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on or as of the day and year first above written. CITY CITY OF SANFORD, FLORIDA BY:B . Smith, Mayor ATTEST: CRA SEMINOr,F- TOWNE CENTER COMITY REDEVELOPMENT AGENCY ATTEST: '~ Jet~R? Donahoe, Secretary DEVELOPER S/C SPECIA~ ~.S, INC. ....... -. BY:presid -, - 15 - STATE OF FLORIDA SS: COUNTY OF Toh$~ foregoing instrument was acknowledged before me this/~ day of~Y~7 , 1995, by Bettye D. Smith, Mayor of the CITY OF S~FORD, a FLORIDA, Florida municipal corporation, 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 not take an oath. °"'~;;:'. OFRClAL SEAL My Commission E~;~]; el 0 Sept. 6, 1993 H,,' Cornre, No. CC 1SS0S4 Print Name of Notary Public STATE OF FLORIDA ) COUNTY OF ) Presid'~'~'~ of SEMINOLE T~'N~ CENTER COZv~TJ'~ZTY RSDEVRLOP~ENT AGENCY, ~. ~ge~c~ o~ ~he CZ~ O~ B~O~, ~O~ZD~, a m~e~Z cor~o~o~, ~ho ~s De=so~e~Zy k~o~ ~o me [o~ ~oduced ~ cG=~e~ ~ve~'s Z~ae~se ~ss~ed by a s~a~e o~ ~he ~ed S~es] ~Gd ~ho d~d ~o~ ~ake ~ oath, 16 - STATE OF;K~/~/~/U~ > ) ss: cou~T~ o~ ~'~ > The foregoin instrument was acknowledged me President of S~ SPECI~ISTS, INC. , an IndiaAa corporation, who is personally kno~ to me [or who produced a current driver ' s license issued by a state of the United States] and ~ho did not take an oath. Printed Nam~N~ ~M~ Public Ho~ Public S~te of I~i~na Morgan ~un~ My Commission ~pir~s June 30, ~6 2938w ::': - 17 - LEGAL DESCRIPTION OF PROPERTY A portion of ~ection 29 and 32, Township 19 South, Range 30 East~ Seminole Count),, Florida described as follows: Commence at the South 1/4 corner of said Section 29 and run S g9'47'35" W .long the South line of said Section 29 for a distance of 25.00 feet to the Point of Beginning; thence run S 00'19'43' E along the Wes 25.00 feet West of the East line of the Northwest 1/4 of Section 32 for a distance of 575.17 feet; thence run S 89'47'35' W for a distance of 1331.48 feet to the Easterly Right-of-Way line of Interstate 4; thence run N 23'52'59' E along said Right-of-Way line for a distance of 2959,65 feet; thence run S 86'52'56' E along said Right-of-Way line for a distance of 99.02 feet; thence run S 00'15~36" E along said Right-of-Way line for a distance of 83.29 feet; thence run S 86'52'56' E along said Right-of-Way line for a distance of 21.44 feet; thence run S 00'15'36' E along the Westerly Right-of Way line of Oregon Avenue (said line being 25.00 feet West of and parallel with the East line of the Southwest I/4 of said Section 29) for a distance of 2036.44 feet to the Point of Beginning, AND Commence at the South 1/4 corner of said Section 29 and run N 89'47'58' E along the South line of said Section 29 for a distance of 25.00 feet to Point of Beginning; then run N 00'I 5'36' W along the East Right-of-Way line Of Oregon Avenue (said llne being 25.00 feet East of and parallel with the West line of the Southeast 1/4 of said. Section 19) for a distance of 2040.51 feet; thence run N 89'44'24" E along a non-radial line and the Easterly Right-of~Way line of Interstate 4 and Oregon Avenue for a distance of 28.60 feet to a point on a curve concave Easterly, having a radius of 1382.39 feet, a central angle of 21'46'05" and a chord bearing of N 10'51'07' E; thence run Northerly along the arc of said curve and said Right-of-Way line for a distance of 525.20 feet to a point on said curve; thence run S 73'57'32' E along a non-radial line and the Easterly line of lands described in Official Record Book 1807, Page 117 of the Public Records of Seminole Count)', Florida for a distance of 112.69 feet; thence running the following courses along said Easterly line; N 87'42'28' E for a distance of 403.86 feet; N 39' 12'28' E for a distance of 226.39 feet; N 01'32'33' W for a distance of 14~.58 feet; N 49'53'19' W for a.distance of 129.71 feet; thence leaving said line run N I 5'57'29' E for a distance of 372.62 feet; thence run N 49'53'19" W for a distance of 180.00 feet to the said Easterly Right-of-Way line of Interstate 4 and Oregon Avenue; thence run N 40'06'41' E along said Right-of-Way line for a distance of 133.40 feet to the point of a curvature of a curve concave Southeasterly, having a radius of 189.85 feet and a central angle of 49 38 40 thence run Northeasterly along the arc of said curve and said Right-of-Way line for a distance of 164.50 feet; thence run N 89'45'21' E along said right-of-way line for a distance of 9.59 feet; thence run S 00' 14'39' E along the West line of lands described in Official Record Book 1613, Page 106 of the Public Records of Seminole County, Florida for a distance of 159.80 feet; thence run N 89'45'21' E along the South llne of said lands for a distance of 150.00 feet; thence run N 00'14'39' W along the East line of said lands and a non-radial line for a distance of 169.80 feet to a point on a curve concave Northwesterly, having a radius of 112.00 feet, a central angle of 51'43'46'and a chord bearing of N 39'30'00" E; thence run Northeasterly along the arc of said curve and said Easterly Right-of-Way line for a distance of 101.12 feet to a point on said curve; thence run N 89'30'17' E along the Southerly Right-of-Way line of State Road 46 for a distance of 'M.97 feet to the point of curvature of a curve concave Northerly, having a radius of 2010.08 EXHIBIT "A" Page 1 of 2 feet and a central angle of 00'34'12'; thence run Easterly along the arc of said curve and said Southerly P, ight=of-W~ay line for a distance of 20.00 feet to a point on said curve; thence run S 00'16'35" E along the E~st line of the Southwest 1/4 of ..%e Northeast 1/4 of said Soction 29 for a distance of 255.40 feet; thence run N 89'45'21° E for a distance of 30.00 feet; thence run S 00°16'35' E parallel with and 30.00 feet E~sterly of said E~st line of the Southwest 1/4 of the Northeast 1/4 for a distance of 32g.03 feet; thence run S 89*34°42` W along the South line of the North 2218.00 feet of said Section 29 for a distance of 30.00 feet; thence run S 00~16°35" E along said East llne of the Southwest 1/4 of the Northeast !/4 for a distance of 419.69 feet to the ~outhea.st corner of said Southwest 1/4 of the Northeast 1/4 of said Section 29; thence run S 00'17'42" E along the East line of the West 1/2 of the Southeast 1/4 of said Section 29 for a distance of 2640.32 feet to the Southe~t comer thereof; thence run S 89'4T58" W along the South line of said Section 29 rot a distance of 1295.73 feet to the Point of Beginning. Containing 130.000 acres more or less and being subject to any rights-of-way, restrictions and easements of record. EXHIBIT "A" Page 2 of 2 LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA Portions of Sections 29 and 32, Township 19 South, Range 30 East, Seminole County, Florida, described as follows: Commence at the North 1/4 corner of said Section 32 and run S 89'47'35" W along the North line of said Section 32 for a distance of 25.00 feet to the Point of Beginning; thence run S 00'19'43' E parallel with and 25.00 feet West of the East line of the Northwest 1/4 of said Section 32 for a distance of 756.31 feet to the point of curvature of a curve concave Easterly, having a radius of 386.67 feet and a central angle of 29'00'00'; thence run Southerly along the arc of said curve for a distance of 195.71 feet; thence run S 29'i9'43" E for a distance of I 15.39 feet to the point of curvature of a curve concave Westerly having a radius of 690.00 feet and a central angel of 49'21'20'; thence run Southerly along the arc of said curve for a distance of 594.38 feet to a point on said curve, said point also being the Northeast corner of Lot 3, PINE LAKE GROVES, as recorded in Plat Book 9, Page 27 of the Public Records of Seminole County, Florida; thence run S 22'07'05' W along the East line of said Lot 3 for a distance of 194.73 feet to the point.~of curvature of a curve concave Southeasterly having a radius of 303056 feet and a central angle of 23'02'00"; thence run Southwesterly along the arc of said curve and said ~ast line for a distance of 414.21 feet; thence run S 00'54'55" E for a distance of 441.20 feet to a point 25.00 feet Westerly of the Southeast corner of the Nor~thwest 1/4 of said Section 32~ thence run S 89°50'40- W along the South line of said Northwest I/4 for a distance of 2260.12 feet to the Easterly Right-of-Way line of Interstate 4; thence run N 23'52'59' E along said Right-of-Way llne for a distance of 5224,00 feet; thence run S 86'52'56' E along said Right-of-Way-line for a distance of 99.02 feet, thence run S 00'15'36' E along said Right-of-wa~ line for a distance of 83.29 feet; thence run s 86'52'56' E along said Right-of-Way line for a distance of 21.44 feet; thence run S 00'15'36" E along the Westerly Right-of Way line of Oregon Avenue (said llne Avenue being 25.00 feet West of and parallel with the West line of the Southwest 1/4 of said Section 29) for a distance of 2036.44 feet to the Point of Beginning. LESS a 100.00 foot Railroad Right~of-Way in Section 32, Township 19 South, Range 30 East. AND Commence at the South 1/4 corner said of SectiOn 29 and run N 89'47'58' E along the South line of said Section 29 for a distance of 25.00 feet to the Point of Beginning; thence run N 00'15'36' W along the East Right-of-Way line of Oregon Avenue (said line being 25.00 feet East of a parallel with the West line of the Southeast i/4 of said Section 29) for I distance of 2040,51 feet; thence run N 89o44'24" E along a non-radial line and the Easterly Right-of-Way line of Interstate 4 and Oregon Avenue for a distance of 28.60 feet to a point on a curve concave Easterly, having a radius of 1382.39 feet, a central angle of 21 046'05' and a chord bearing of N 10'51'07' E; thence run Northerly along the arc of said curve and said Right-~f-Way line for a distance of 525.20 feet to a point on said curve; thence run S 73'42'32° E along a non-radial line and the Easterb,/line of lands described in Official Record Book 1807, Page 117 of the Public Records of Seminole County, Florida for a distance of 212.69 feet; thence run the following courses along said Easterly line: N 87'42'28' E for a distance of 403.86 feet; N 38'12'28' E for a distance of 226.39 feet; N 01'32'33' W for a distance of 147.58 feet; N 49'53'19' W for a distance of 129.71 feet~ thence leaving said line run N 15'57'29" E for a distance of 372.62 feet~ thence run N 49'53'19' for a distance of 180.00 to the said Easterly Right-of-Way line of Interstate 4 and Oregon Avenue; thence run N 40'06'41' E along said Right-of-~'ay line for a distance of 133.40 feet to the point EXHIBIT "B" Page 1 of 4 · of curvalure of · curve concave Southeasterly. having a radius of 189.85 feet and a central angle of 49'3g'40'; thence run Northeasterly along the arc of said curve tad said Right-of-Way line for t distance of 164.50 ~eet; thence run N 89'45'21" E ·long said Right-of-Way line for · distance of 9.59 feet; thence run S 00'!4'39' X ·long the West line of lands described in Official Record Book 1613. Page 106 of the Public Records of Seminole County, Florida for · distance of 159.80 feet; thence run N g9'45'21' E ·long the South line of said lands for u distance of 150.00 feet; thence run N 00'14'39" W along the East line of said lands and a non-radial line for · distance of 169.80 feet to s point on · curve co·ave Northwesterly, having · radius of 112.00 feet. n central angle of 51'43'46' and a chord of N 39'30'00' IE; thence run Northeasterly along the arc of said curve and said Easterly Right~of-Way llne for · distance of 101.12 feet to · point on said curve; thence run N g9'30'17' E along the Southerly Right-of-Way line of State Road 46 for a distance of 74.97 feet to the point of curvature of a ourve concave Northerly, having · radius of 201O.0g feet tad a central angle of 00'34'i2'; thence run Easterly along the nro of said curve and·aid Southerly Right~of-Way line for a distance of 20.00 feet to a I~oint on said curve; thence run S 00 '16'3F E along the East line of the Southwest I/4 of the Northeast 1/4 of said Section 29 for a distance of 255.40 feet; thence run N g9'45'21' 1E for · distance of 30.00 feet; thence run S 00'16'35' E parallel with and 30.00 feet Easterly of said East ilne of the Southwest I/4 of the Northeast 1/4 for a distance of 32~.03 feet~ thence run S g9'34'42° W ·long the South line of the North 221g.00 feet of said Section 29 for a distance of' 30.00 feet~ thence run S 00'16'3f E along said East line of the Southwest 1/4 of the Northeast I/4 for a distance of 419.69 feet to the Southeast corner of said Southwest 1/4 of~the Northeast 1/4 of said Section :29; thence run S 00'17'42' E along the East line of the West 1/2 of the Southeast 1/4 of said Section 29 for a distance of 2640.32 feet to the Southeast corner thereof; thence run S gg'47'~g' W along the South line of said Section 29 for a distance of 1295.73 feet to the Point of Beginning. Together containing 213.703 acres more or less and being subject to any rights-of-way, restriction and easements of record, A~D REALIGNED OREGON AVENUE Portions of the East 1/'2 of the Southeast I/4 and the Southeast 1/4 of the Northeast I/4 of Section 29, Township 19 South, Ranl~e 30 East, S~minole County, Florida, described as follows: EXHIBIT "B" Page 2 of 4 AND The following existing or planned public road rights-of-way: 1. Interstate 4/State Road 46 interchange ramps. 2. State Road 46 from I-4 east to County Road 15 (Upsala Road). 3. Rinehart Road from State Road 46 south to County Road 46A. 4. Either One, but .not both, of the following proposed road alignments: a. a four lane divided connector road with closed drainage aligned with Coastline Road between the realigned Oregon Avenue and Rinehart Road, or b. following a realigned Wilson Road between realigned Oregon Avenue and Rinehart Road in a four lane configuration. EXHIBIT "B" Page 4 of 4 DESCRIPTION OF PROJECT The Project includes the construction of a regional shopping mall containing approximately 1,000,000 to 1,300,000 square f~eet of retail space and the necessary Public Improvement~ as specified in EXHIBIT E. EXHIBIT "D" DESCRIPTION OF PUBLIC IMPROVEMENTS The Public Improvements to be constructed with TIF proceeds include the following improvements: (1) 1-4/SR-46 Interchange ramp ~,nd signals. Widen and improve eastbound off-ramp at SR-46, westbound on/off-ramp and eastbound on=ramp, or as otherwise required by or pursuant to standards established by Florida DOT. (2) Improvements to State Ronte 46 (SR~46) Expand SR-46 to six lanes from 1-4 e~st ramps to County Road 15 (Upsaid Road (CR-15)) approximately 5,100 lineal feet, and :'. construct dual left turn lanes from SR-46 to 1-4 westbound or as otherwise required by or pursuant to standards established by Florida DOT. (3) Rinehart Road Expansion to Four Lanes. Construction of two additional lanes to the planned Rinehart Road between SR-46 and CR-46A so ass to be a four lane road to standards set by Seminole County of approximately 12,600 lineal feet, including acquisition of rights-of-way which is currently proposed to be constructed as a two lane road. (,I) Oregon Avenue Reloca~i~n and Expansion. Realignment and construction of Oregon Avenue as a four-lane divided road of approximately 7,200 L.F* between SR-46 and Rinehart Road with closed drainage, sidewalks on both sides, and street lights. (5) East/West Road. Cdhstruction of an a four lane connector between the realigned Oregon Avenue and Rinehart Road following one of two proposed alignments; (A) a four-lane divided connector road with closed drainage aligned with Coastline Road between the realigned Oregon Avenue and Rinehart Road or Upsaid Road (CR-15), or (B) following a realigned Wilson Road between realigned Oregon Avenue and Rinehart Road in a four lane configuration. (6) Water System Improvements. Extend the 16" water main from its present terminus at approximately Upsala Road (CR-15) west along SR-46 to the intersection to be constructed with the realigned Oregon Avenue and the south along realigned Oregon Avenue to Rinehart Road approximately 12,300 L.F. (7) Off-Site Drainage. Improvements to off-site drainage facilities necessary to accom- modate storm water drainage from the road improvements described above. EXHIBIT "E" Page 1 of 2 (8) Relocatlon of Existing UtilitieS. Relocation of existing utilities necessary to accommodate the construction of the road improvements described above. (9) Signalization. Installation of traffic signals at the intersections or realigned Oregon Avenue with 5R-46. the East/West Connector, and Rinehart Road pursuant to appropriate Florida DOT County, and/or City standards. EXHIBIT "E" Page 2 of 2 TIF FUNDED PUBLIC IMPROVEMENT COSTS I-4/SR-46 ramp and signals $ 165,000 Improvements to State Route 46 (SR-46) $ 880,000 Rinehart Road Expansion $ 1,600,000 Oregon Avenue Realignment and Expansion $ 2,510,000 East/West Road $ 800,000 Water System lmpro~'ements $ 450,000 Off-Site Drainage $ 100,000 Relocation of Existing Utilities Signalization $ 450,000 Engineering, Surveying, & Testing $ 962,000 Construction Contingency (5%) S 360,000 Planning & Legal S 80,000 TOTAL PROJECT COSTS $ 8,482,000 EXHIBIT "F"