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975-Helen Howland Holdings MARYANNE I'iORSE ~;LERK OF CIRCUII COURT 653212 SENINOLE COUNTY F~ RECORDED & VERii~iE~d OI FEB I S AM B: 06 This document was prepared by~ Berry J. Walker, Jr., Esquire Florida Bar Number 0742960 WALKER & TUDHOPE, P.A. 235 Maitland Avenue South, Suite 216 Maitland, Florida 32751 Phone: (407) 644-6535 Fax: (407) 644-8369 DEVELOPMENT AGREEMENT This AGREEMENT is entered into as of the "Effective Date" as herein defined, by and between HELEN HOWLAND HOLDINGS, INC., a Florida corporation, SYSTEMS & ELECTRONICS, INC. (SEI), a Delaware corporation, INVACARE CORPORATION, an Ohio corporation, MAGNOLI~ PLAI~fATION PARTNERS, LC, a Florida lim/ted liability company, WORL~ FUNDING CENTER, INC., a Florida corporation, and THE CITY OB~ SANFORD. m WITNESSETH: ~ WHEREAS, the parties to this Agreement are desirous of creating a road right-of-way and drainage improvements within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into the real property described in the attached Exhibit "1" known as the proposed Magnolia Plantation Subdivision (the "Property"); and WHEREAS, the proposed right-of-way and drainage improvements are more particularly described in the engineering plans attached hereto as composite Exhibit "2",subject to final approval by the City of Sanford, and subject to all local, state and federal requirements; and WHEREAS, SEI shall convey to the City of Sanford a perpetual, non-exclusive Access, Drainage and Utility Easement over the northern 650 feet of the eastern 30 feet of their property to allow for development of the proposed right-of-way and drainage improvements as more particularly described in the engineering plans attached hereto as composite Exhibit "2". The roadway, drainage and City utility improvements within this Easement area will be maintained by the City, while the landscaping and grass will be maintained by the property owner; and WHEREAS, the City of Sanford City Commission shall enter into Page 1 of 13 a perpetual Right-of-Way Use Agreement with INVACARE CORPORATION, an Ohio corporation, allowing for portions of the easterly right- of-way of Mellonville Road to be utilized by the said INVACARE CORPORATION for their storm-water management facility, as more particularly described in the engineering plans attached hereto as composite Exhibit "2" without regarding compensation therefore from INVACARE CORPORATION; and WHEREAS, MAGNOLIA PLANTATION PARTNERS, LC, a Florida limited liability company, and/or WORLD FUNDING CENTER, INC., a Florida corporation, (the "Developers") are developing the Property as a single-family residential subdivision; and WHEREAS, the Developers shall relocate or replace, at their expense, the existing fence owned by SEI to meet SEI's security requirements and to allow for the creation of a road right-of-way and drainage improvements within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into the Property as more particularly set forth in the engineerin~ plans attached hereto as composite Exhibit "2"; and ~ WHEREAS, the Developers, at the Developers, expense, shall,~ subject to City of Sanford approval, construct theimprovements for~° the creation of a road right-of-way and drainage improvements~ within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into Property in accordance with the engineering plans attached hereto as composite Exhibit "2", subject to final approval by the City of Sanford, and subject to all local, state and federal requirements. The proposed work shall include construction of a two-lane road, curbs and gutters, new drive-ways into the property owned by SEI and INVACARE CORPORATION, an Ohio corporation, and dedicated left-turn and right-turn lanes at the intersection of East Lake Mary Boulevard and Mellonville Road, together with associated roadway drainage collection systems to be integrated into the Magnolia Park Subdivision stormwater management facility, and sidewalk on one side of the Mellonville Road. Turning radius and driveway widths shall be set to adequately accommodate all types of truck vehicular passage. Improvements may also include, at the developer's option, a six foot masonry (or other permanent material) wall with landscaping and irrigation system within the walled areas, to be subsequently owned and operated by the Magnolia Park Home Owners, Association. Construction shall also include the extension of the City of Sanford and County of Seminole stormwater outfall system from the south side of East Lake Mary Boulevard, to the Conservation Tract "C" as described in Plat Book 46, Page 56, of the public records of Seminole County, Florida, with such system extension sized in accordance to local and state regulations. The Developer shall restore in kind any area disturbed by said construction, including but not limited to parking lots, driveways, Page 2 of 13 landscaping, etc., to as good or better than existing conditions. The Developer may permit a Subdivision Entrance Sign through the City and must obtain an easement from and be approved by the owner of the property at the sign location. SEI and INVACARE CORPORATION, an Ohio corporation, shall allow reasonable access to the developer to their respective properties to perform said construction with reasonable notification to the property owners; and W~REAS, all construction by the Developers for creating a road right-of-way and drainage improvements within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into Property shall include clean-up of underbrush and debris within the SEI outfall ditch and portions of the pond adjacent to the west right-of-way and south to the said SEI'S south property line, and installation of a culvert under Mellonville Road, sized in accordance with the discharge rates to meet or exceed existing stormwater flows from the SEI site and as set forth in the St. John's River Water Management District current permi~ for the property owned by said SEI. Future maintenance of the~ outfall ditch and pond not within Mellonville Road Right-of-WaG nor the Access, Drainage and Utility Easement is the responslblllty~ of the property owner; and ~ W~ER~AS, the City of Sanford's requirement for screen walls along the north property line of the proposed Magnolia Park Subdivision, adjacent to the Silver Lakes Industrial Park Tract "C" conservation area, shall be deleted. The City agrees to flush out the Mitered end sections and adjacent stormwater pipes on the east side of the SEI building after road construction is complete; NOW THEREFORE, in consideration of the mutual promises of the parties, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. The above recitals are incorporated in this agreement as being true and correct. 2. SEI shall convey to the City of Sanford a perpetual, non- exclusive Access, Drainage and Utility Easement over the northern 650 feet of the eastern 30 feet of their property to allow for development of the proposed right-of-way and drainage improvements as more particularly described in the engineering plans attached hereto as composite Exhibit "2". The roadway, drainage and City utility improvements within this Easement area will be maintained by the City, while the landscaping and grass will be maintained by the property owner. 3. The City of Sanford City Commission shall enter into a perpetual Right-of-Way Use Agreement with INVAC2%R~ CORPORATION, an Page 3 of 13 Ohio corporation, allowing for portions of the easterly right-of- way of Mellonville Road to be utilized by the said INVACARE CORPORATION for their storm-water management facility, as more particularly described in the engineering plans attached hereto as composite Exhibit "2" without regarding compensation therefore from INVACARE CORPORATION. 4. The Developers shall relocate or replace, at their expense, the existing fence owned by SEI to meet said SEI's security requirements and to allow for the creation of a road right-of-way and drainage improvements within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into the Property as more particularly set forth in the engineering plans attached hereto as composite Exhibit "2" 5. The Developers, at the Developers' expense, shal~ subject to City of Sanford approval, construct the improvements f_~r the creation of a road right-of-way and drainage improvemen~ within, and adjacent to, the existing Mellonville Road Right-of-W~ south from East Lake Mary Boulevard into Property in accordand~ with the engineering plans attached hereto as composite Exhibf~ "2",subject to final approval by the City of Sanford, and subjec~ to all local, state and federal requirements. The proposed work shall include construction of a two-lane road, curbs and gutters, new drive-ways into the property owned by SEI and INVACARE CORPORATION, an Ohio corporation, and dedicated left-turn and right-turn lanes at the intersection of East Lake Mary Boulevard and Mellonville Road, together with associated roadway drainage collection systems to be integrated into the Magnolia Park Subdivision stormwater management facility, and sidewalk on one side of the Mellonville Road. Turning radius and driveway widths shall be set to adequately accommodate all types of truck vehicular passage. Improvements may also include, at the developer's option, a six foot masonry (or other permanent material) wall with landscaping and irrigation system within the walled areas, to be subsequently owned and operated by the Magnolia Park Home Owners' Association. Construction shall also include the extension of the City of Sanford and County of Seminole stormwater outfall system from the south side of East Lake Mary Boulevard to the Conservation Tract "C" as described in Plat Book 46, Page 56, of the public records of Seminole County, Florida, with such system extension sized in accordance to local and state regulations. The Developer shall restore in kind any area disturbed by said construction, including but not limited to parking lots, driveways, landscaping, etc., to as good or better than existing conditions. The Developer may permit a Subdivision Entrance Sign through the City and must obtain an easement from and be approved by the owner of the property at the sign location. SEI and INVACARE CORPORATION, an Ohio corporation, shall allow reasonable access to the developer to their respective properties to perform said construction with Page 4 of 13 reasonable notification to the property owners. 6. Ail construction by the Developers for creating a road right-of-way and drainage improvements within, and adjacent to, the existing Mellonville Road Right-of-Way south from East Lake Mary Boulevard into Property shall include clean-up of underbrush and debris within the SEI outfall ditch and portions of the pond adjacent to the west right-of-way and south to the said SEI's, south property line, and installation of a culvert under Mellonville Road, sized in accordance with the discharge rates to meet or exceed existing stormwater flows from the SEI site and as set forth in the St. John's River Water Management District current permit for the property owned by said S~I. Future maintenance of the outfall ditch and pond not within Mellonville Road Right-of- Way nor the Access, Drainage and Utility Easement is the responsibility of the property owner. 7. The City of Sanford's requirement for screen walls alon~ the north property line of the proposed Magnolia Park Subdivision,~ adjacent to the Silver Lakes Industrial Park Tract "C"conservatlor~' ~ area, shall be deleted. The City agrees to flush out the Mitere~° end sections and adjacent stormwater pipes on the east side of they SEI building after road construction is complete. 8. The rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, receivers, trustees, successors and assigns. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders, as the context requires. 9. Ail notices provided for in this Agreement shall be in writing and shall be deemed to have been duly given as of the date and time the same are personally delivered, or within five (5) days after depositing same with the United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or within two (2) days after depositing with Federal Express or other overnight delivery service from which a receipt may be obtained, at the addresses indicated herein-above, or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as herein provided. 10. No failure of any party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of any party's right to demand exact compliance with the terms hereof. This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or Page 5 of 13 otherwise, between the parties not embodied herein shall be of any force or effect. Any amendment to this Agreement shall not be binding upon any of the parties hereto unless such amendment is in writing and executed by all parties. Time is of the essence of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 11. This Agreement, or any memorandum thereof, may be recorded in the Public Records of Seminole County in the State of Florida. 12. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circum~ stances shall not be affected thereby and shall be enforced to th~ greatest extent permitted by law. ~ 13. Each party hereto covenants and agrees that it will at~ any time and from time to time do such acts and execute,~ acknowledge and deliver, or cause to be executed, acknowledged and delivered, such documents in order to carry out fully and effectually the transaction herein contemplated. 14. The Effective Date of this Agreement, the date from which all time periods herein shall run, shall be the date on which the last of the parties to this Agreement shall execute this Agreement. 15. This Agreement and all transactions contemplated hereby shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein agree to submit to the personal jurisdiction and venue of a Court of subject matter jurisdiction located in Seminole County, Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorneys fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. 16. This agreement in and of itself shall not constitute the City of Sanford's approval of any roadway or drainage improvements made pursuant to this agreement. This agreement contemplates that SEI Systems and Electronics Inc. shall be conveying a perpetual, non exclusive access, drainage and utility easement in a form satisfactory to the City by way of a separate easement document. Also, this agreement contemplates that the Developers will submit to the City of Sanford, by separate application, all necessary documents to obtain approval for the drainage and right of way Page 6 of 13 improvements. Ail the typical documents required to perform such improvements shall be submitted by the developers. 17. Ail parties to this agreement agree to comply with all statutes, regulations, and City of Sanford ordinances relating in any way to any of the activities described in this contract. 18. Ail parties to this agreement agree that the present driveway for the property located at 2001 and 2101 East Lake Mary Boulevard will be relocated to the new street. Subsequently, the old driveway will be demolished and the area will be re-landscaped, by the developers, including but not limited to re-sodding at no cost to INVACARE CORPORATION nor SSI. Page 7 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. WORLD FUNDING CENTER, INC., a Florida c~Doration: Print NAme ~d T~tle Signed in the presence of the follow~w~tu~esses: t-ne s~/S ignat ure- '/~/A-'/ W' ness Signature Print; Name Print N~me STATE OF FLORIDA CO~TY OF Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this~___ day of,J~u~/ , 1~, by /~'~& / ///UFi/~t , who did take an oath. / ~ck One: He/she is personally known to me; He/she has produced or as identification. (~::~:m~ped-name of Notary) My Commission Expires: No. CC 983524 Page 8 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. HELEN HOWLAND HOLDINGS, INC., a Flo~tion: Print Name~a/nd ~itle Signed in the presence ~f the following witnesses: Witness Signature Witness Signature Print Name Print Name STATE OF FLORIDA COUNTY OF Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this ~4h day of ~6~.~ , 2000, by ~i~-~ ~' who did take an oath. ~OC>J~____ C~ck One: He/she is personally known to me; or He/she has produced as identification. DIANE CREWI NOTARY PUBLIC (tyl~ed-printed or stamped name of Notary) My Commission Expires: Page 9 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. SEI SYSTEMS & ELECTRONICS, INC., a Delaware corporation: Signed in the presence of the following witnesses: Witness Signature Print Name Witness Signature Print Name STATE OF ~O.~IDA ~$=~Ou~. COUNTY OF ~.~=~',¢ Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this ~4~ day of ~-~3~-~7 , 200~, by ~ D. ~f~j~ who did take an oath. ' Check One: He/she is personally known to me; or X He/she has produced ~)~[uQ/C~ Q(~L~.~[0q~) as identification. N(~ARY PU~I,IC (typed-printed or stamped name of Notary) My Commission Expires: Notary Public - Notary Seal State of Missouri County of St. Louis Commission Expires Jul 6, 2004 Page 10 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. INVACARE CORPORATION, An Ohio corporation: Prin~ Name and Title ..ned in the presence of the following~witness~s: Witness Signature Witness ~n~ture Print Name Print Name STATE COUNTY OF Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this / day of ~~ , ~O00, by ~ ~. ~ , who did take an oath. Check One: He/she is personally known to me; He/sh~ has produced or as identification. ~~ ~ ~/~.~%A~ ~ VICTORIA L FRIBBLE NOTARY PUBLIC ~NotsrY Public, Sta~ ~f Ohk~ My Comm. Expire~ Aug. ~, 2002 (typed-printed or stamped name of Notary) My Commission Expires: CD Page 11 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. MAGNOLIA PLANTATION PARTNERS, LC, a Fl~orida limited liability company: Pri~nt"N~me and'TiEle ' V Signed in the presence of Wi~n~ SiSnature Print IName STATE OF FLORIDA COUNTY OF the Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this ~ day of .~n~'~ , ~000, by ~,'(~h~/ /~/,~/ , who did take an oath. ~/ ~1~_~ ''' , C~ck One: J'~ He/she is personally known to me; or He/she has produced as identification. NOT/~RY~UBLI~ - My Commission Expires: AMY K. NORMAN Page 12 of 13 IN WITNESS WHEREOF, the parties hereunder have caused this Agreement to be executed as of the dates hereinafter indicated. THE CITY OF SA/~FORD: Signed in the presence of the followi~/wi~es: Wi 'gnature r Print Name ' STATE OF FLORIDA COUNTY OF Before me, the undersigned notary public, the foregoing instrument was sworn to, acknowledged and subscribed to before me this ~+% day of who did take an oath. jOO~_~ ' Check One: He/she is personally known to me; or He/she has produced as identification. NOTARY PUBLIC (typed-printed or stamped name of Notary) My Commission Expires: Page 13 of 13 ~Z X I~J '