18-2139 Approving the Development Agreement for Townhome Project with Longwood TOD, LLCORDINANCE NO.18-2139
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA,
APPROVING A DEVELOPMENT AGREEMENT FOR A
TOWNHOME PROJECT REQUESTED BY THE APPLICANT,
LONGWOOD TOD, LLC, WHICH INCORPORATES
APPROXIMATELY 1.01 f ACRES OF LAND LOCATED OFF JOHN L
MICA WAY (NORTH PHASE) AND HAVING SEMINOLE COUNTY
PROPERTY TAX IDENTIFICATION NUMBERS 31-20-30-5AU-0000-
5030, 31-20-30-5AU-0000-4350, 31-20-30-5AU-0000-4330 AND 0.96 f
ACRES OF LAND AT THE INTERSECTION OF CHURCH AVE,
MYRTLE STREET, AND E WARREN AVE (SOUTH
PHASE) AND HAVING SEMINOLE COUNTY PROPERTY TAX
IDENTIFICATION NUMBERS 31-20-30-5AU-0000-1050, 31-20-30-5AU-
0000-1040, 31-20-30-5AU-0000-107A, AND 31-20-30-5AU-0000-106A;
AND CITY OWNED REGIONAL RETENTION POND HAVING
SEMINOLE COUNTY PROPERTY TAX INDENTIFICATION
NUMBERS 31-20-30-5AU-0000-4670, 31-20-30-5AU-0000-4660, 31-20-30-
5AU-0000-4760 AND 31-20-30-5AU-0000-4780; AND CITY OWNED
PROPERTY LOCATED AT THE INTERSECTION OF CHURCH
AVENUE AND OLEANDER STREET HAVING SEMINOLE COUNTY
PROPERTY TAX INDENTIFICATION NUMBER 31-20-30-5AU-0000-
2070; AUTHORIZING THE DEVELOPMENT OF APPROXIMATELY
50 UNIT TOWNHOMES, AND ASSOCIATED SITE
INFRASTRUCTURE SUBJECT TO THE CONDITIONS GOVERNING
THE DEVELOPMENT OF THE PROPERTY AND PROJECT;
PROVIDING FOR CITY CONTRIBUTIONS, LAND CONVEYANCES,
EASEMENTS, AND RIGHT-OF-WAY UTILIZATION; PROVIDING
FOR SEVERABILITY, RECORDING, CONFLICTS, AND AN
EFFECTIVE DATE.
WHEREAS, the applicant, Longwood TOD, LLC ("Developer") has
submitted a conceptual Site Plan, and Development Agreement for
approximately 50 three storied townhomes (the "Project") and related amenities
and infrastructure on approximately t 1.97 acres of land in the City's Heritage
Village Shown in Exhibit "A" to the Development Agreement (Exhibit `B")
and referred to as Subject Property; and
WHEREAS, the Developer has proposed the development of the Project
as a public private partnership integrating certain lands owned or controlled by
the City; and
WHEREAS, the Developer remains responsible for ensuring all
appropriate authorizations and property interests are secured for the
development of the Project on lands owned by governmental entities; and
Ordinance No. 18-2139
Page 1 of 4
WHEREAS, The Project remains subject to further approvals by the City, including
but not limited to, preliminary plat/site development plan approval, final plat approval,
issuance of site and building permits, certificates of occupancy and certificates of
completion; and
WHEREAS, The Florida Local Governmental Agreement Act, Sections 163.3220-
163.3243, Florida Statutes (the "ACT"), authorizes local governments to enter into
development agreements with developers to encourage a stronger commitment to
comprehensive and capital facilities planning, to ensure the provision of adequate public
facilities for development, to encourage the efficient use of resources, to reduce the
economic cost of development and to provide certainty to developers in the approval of
development and assurances that they may proceed in accordance with existing laws and
policies, subject to the conditions of such development agreements; and
WHEREAS, intend that this Agreement serve as a "development agreement" pursuant
to Section 10.5.4 of the Code and the City acknowledges that this Agreement is consistent
with the Code and with the City's Comprehensive Plan which has been found to be in
compliance with the Act; and
WHEREAS, The City enters into this Agreement, in part, in an effort to promote
economic development within the District and in the area surrounding the Longwood
Station and the City exercises its Home Rule authority and its authority under Chapter 163
and 166, Florida Statutes in making certain contributions to the development of the Project
as set forth herein.
WHEREAS, The City and the Developer desire to enter into this Agreement to
memorialize certain promises, agreements, covenants and expectations pertaining to the
development of the Project and Subject Property, and other matters as provided for herein.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF LONGWOOD, FLORIDA
SECTION 1. Recitals. The City Commission finds the above recitals are true and
correct, and such constitute findings of the City Commission.
SECTION 2. City Approvals. In addition to the requirements and obligations of
the Developer, the development of the Subject Property and the Project, shall be developed
and maintained as a residential townhome community and shall be subject to and governed by
plat/site development plan approvals, right-of-way use permits, planning and zoning
approvals, construction plan approvals, the City of Longwood Comprehensive Plan and
Longwood Development Code.
SECTION 3. Development Agreement: The Development Agreement attached
hereto as Exhibit `B" is hereby approved and the development of the Subject Property shall be
governed by and consistent with the Development Agreement.
Ordinance No. 18-2139
Page 2 of 4
SECTION 4. Severability. If any section, subsection, sentence, clause, phrase,
or portion of this Ordinance, or application hereof, for any reason held invalid or
unconstitutional by any court or competent jurisdiction, such portion or application shall be
deemed a separate, distinct, and independent provision of such holding shall not affect the
validity of the remaining portions thereof to the extent practicable.
SECTION 5. Conflicts. To the extent this Ordinance, or any provisions thereof,
conflict with any previously enacted Ordinances of the City of Longwood, Florida, this
Ordinance shall control to the extent any such conflict(s) exists.
SECTION 6. Effective Date and Term. This Ordinance shall become effective
after adoption of this Ordinance and the Effective Date as defined and set forth in Paragraph
22 of the Development Agreement. If the Final Site Plan does not occur prior to December
30, 2018, the City Commission shall have the right, at any time thereafter, to rescind the
Ordinance and the Development Agreement, without liability, cost or penalty to the City.
FIRST READING AND PUBLIC HEARING: MAY 7, 2018
SECOND READING, PUBLIC HEARING AND ADOPTION ON 21 st DAY OF MAY, 2018
CITY OF LONGWOOD, FLORIDA
BEN PARIS, Mayor
AT E
MICHEL E LONGO, CMC, FCRM
CITY CLERK
Approved as to form and legality for the use and reliance of the City of Longwood,
Florida, only.
DANIEL W. L LFX, Y ATTORNEY
Ordinance No. 18-2139
Page 3 of 4
Exhibit A
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NORTH PHASE 31 Z
DWELLING UNITS iti---Et�1�G�lc71,1 :AUf?_
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Ordinance No. 18-2139
Page 4 of 4
After Recording Return to:
City of Longwood
ARM City Clerk
175 West Werren Avenue
Longwood, Florida 32750
LONGWOOD TOD TOWNHOMES
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreemeff): is made :this ,JJ_-)} day of
2018, by and among the CITY OF LONGWOOD, a Florida municipal corporation
(the " ity'% and:LONGWOOD TOD, LLC (the "Developer").
RECITALS.
A. The Developer Is the fee simple owner of that certain real property located 'in.
Longwood, Seminole County, Florida -having Seminole County Tax Parcel
Identification Numbers 31-20-30-5AU-0000-1050, 31-20-30-5AU-0000-1040, .31-20-
30-5AU-0000-107A, and 31-20-30-5AU=0000-106A, and legally described In. Exhibit
"A" attached hereto and -incorporated herein ("South Phase:Property );.and
B. Further, the.Developer is the fee simple owner of that certain real property located in
Longwood, Seminole County, • .Florida having Seminole County Tax Parcel
Identification Numbers 31-2M0-5AU 0000-5030, .3.1-20-30-5AU=0000-4350, and 31-
20-30-5AU-0.0004330, and legally described in .Exhibit "B" attached .hereto and
'incorporated herein ("North Phase Property"); and
C. The South Phase Property and North Phase Property are collectively herein
sometimes referred to as the 'Subject Property;" and
D: The Developer desires to develop *the Subject Property as a residential townhome
community to be known as Longwood TOD Townhomes consisting of a total. of
approximately 50 townhome units (approximately -19 dwelling units on the South
Phase Property and 31 dwelling units on the North Phase Property) and related
amenities and infrastructure (the "Project'); and
E. The Project Is located within'the Longwood Transit'Vipage District described In the
City's Longwood Development Code (the "P"Ict'). The Longwood Comprehensive
Plan allows for a maximum of 50 dwelling units per acre for the properties subject to
this Agreement.
F. The. City owns, operates• and maintains a regional retention pond within the. District
upon those certain parcels of land having Seminole County Tax Parcel Identification
Numbers 31-20-30-0AU-0000.4670, 3120-30=5AU-00004660, 31-20-30-5AU-000D-
4760, and 31-20-30-5AU-0000-4780 (the "Regional Pond'; and
G. Further, the City owns that certain real property within the District located at the
intersection of Church Avenue and Oleander Street having. Seminole County Tax
Parcel Identification Number 31-20-30-5AU-0000-2070 ("Oleander Property); and
GRANT MALOY, CLERK OF CIRCUIT COURT SEMINOLE COUNTY FL
CLERK'S # 2018064657 BK 9148 Pgs 0279 - 296; (18pgs) E-RECORDED 06/07/2018 09:57:00 AM
15450
H. The Project remains subject to further approvals by the City, including but.not limited
to, preliminary plat(site development plan approval, final plat approval, :issuance of
site and Building permits, certificates of occupancy and certificates of completion;
and
i. The Florida Local Government .Development Agreement Act, Sections 163.3220 —
163.3243, Florida Statutes (the "Act"), authorizes local governments to enter into
development agreements with- developers to encourage a stronger commitment to
comprehensive and capital facilities .planning, to ensure the provision of adequate
public facilities for development, to encourage the efficient use of resources, to
reduce the economic cost of development and to provide certainty to developers in
the approval of development and assurances that they may proceed in accordance
with existing laws and policies, subject. to the conditions of such development
agreements, and
J. The City and .the Developer intend that this Agreement .serve as a "development
agreement' pursuant to- Section 10.5.4 of the Code and the City acknowledges .that
this Agreement is consistent with the Code and with .the City's Comprehensive Plan
which has been. found to be in compliance with. the Act; and
K. The City and the Developer -acknowledge that this Agreement is subject to the Act;
L The City enters Into this Agreement, in part in an effort to promote economic
development within the .District and in the area surrounding the Longwood Station
and'. the City exercises `its Home Rule .authority and its authority under Chapter 163
and 166, Florida Statutes in making certain contributions to the development of the
Project as set forth herein.
M. The City and the Developer desire to enter into this Agreement to memorialize
certain promises, agreements, covenants and expectations pertaining to the
development of the Project- and Subject Property, and other matters as provided for
herein.
NOW, THEREFORE, for .and In consideration of the above premises, the promises and
provisions contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Developer and the City -agree as follows:
1. Recitals. The above Recitals are trueand correct and are incorporated herein_ as
material provisions of this -Agreement
2. City Approvals. In addition to the requirements and obligations of the Developer
herein, the development of the Subject Property.and the Project, which.shall be developed and
maintained as a residential townhome community shall be subject to and 'governed by piatiske
development .plan approvals, right-of-way use permits, planning and - zoning approvals,
construction plan approvals, the City. of Longwood Comprehensive Plan and Longwood
Development Code requirements and development orders..and site and building permits for the
Project and Subject Property, including the City staff recommended conditions and other such
conditions placed or to'be placed upon such development orders and permits. The Developer
agrees to be responsible for and shall pay all costs related to providing. notice and advertising
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the Site Plan and this Agreement under Section 163.3225 of the Act and the ,Longwood
Development Code.
3. Project Drainage. The Project's stormwater drainage conveyance,. treatment, and
attenuation shall be accommodated in accordance with the Longwood Development Code and
the St Johns River Water Management District (sometimes herein "SJRWMD") requirements. It
shall be the Developer's responsibility to ensure that all necessary permits, licenses, easements
and property interests are secured in order to install, construct, operate, maintain and repair any
and all stormwater drainage systems and improvements needed for the Project.
A. South,,roverty Drainage. The Developer, at its expense (subject to Oleander
Pond Reimbursement (defined below) by the City) and own risk, shall cause the design,
permitting and construction of a stormwater retention pond and related drainage Improvements
upon, the Oleander Property ("Oleander Retention Pond") and a drainage connection to such
Oleander Retention Pond from the South Phase 'Property and.. other Project drainage
improvements as needed to accommodate stormwater runoff from the developed South Phase
Property consistent with the Project development orders and approvals (including SJRWMD
permitting requirements) and to avoid adverse --impacts to off -site properties (collectively the
"South Phase Property Drainage Improvements"). The Developer shall cause the Oleander
Retention Pond tobe sized to maximize its capacity and be landscaped and include an
attractive fountain similar in style to other fountains provided by the City to sere as a gateway
feature, all of which shall be evidenced by the City's approval of the engineering plans.. Except
as otherwise agreed to herein, the City shall not impose engineering requirements on the
Oleander Retention Pond that- exceed those required for the SJRWMD permit, unless such
requirements have been adopted by the City Commission and codified in the Longwood
Development Code or similar official City document. The City makes no representations or
warranties concerning the Oleander Property or public rights -of -way, including without limitation,
subsurface conditions or capability to -accommodate any or all of the stormwater needs of the
South Phase Property or the construction of the anticipated Oleander Retention Pond or
drainage connections. The Developer and its design engineer are solely responsible for
ensuring that the Projects stormwater drainage needs are properly and fully accommodated
and do not cause adverse impacts to off -site properties.
Prior to the permitting and construction of the South Phase Property Drainage
Improvements, Developer shall submit detailed engineered design plans and calculations
concerning such, improvements and landscaping to the City for its review, comment and
approval (or rejection); no construction shall occur unless the City approves such engineered
design plans and calculations. Upon the City's approval of engineered design plans and
calculations for the South Phase Property Drainage Improvements, the City shall grant the
Developer a temporary right of -entry -license upon the Oleander Property for the purpose of
constructing the Oleander Retention Pond fora reasonable period of time not exceeding one (1)
year unless otherwise agreed to by the City. Further, as a pre -condition to Developer and its
contractor(s) conducting construction activities within public rights -of -way concerning the -South
Phase Property. Drainage Improvements, Developer shall obtain all necessary right-of-way
permits and enter into a right-of-way maintenance agreement; in a form acceptable to the City
and Developer, with "the City setting forth the license to permit such improvements in the public.
rights -of -way and Developer's and. Projects homeowners association's ("HOK)_ ongoing
operation, maintenance and repair responsibilities concerning the drainage connection
Improvements installed within the public rights -of -way. The City Commission hereby grants the
City Manager the authority to .negotiate and execute such right -of -entry license upon the
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Oleander Property and the right-of-way maintenance agreement on behalf of the City without
the need for further City Commission approval.
Once the Oleander Retention Pond Is completed and accepted by the.City after final
Inspection, the _City agrees to grant the HOA a non-exclusive drainage easement,. in a form
acceptable to the City, for -the benefit of the. owners of the lots and tracts* on- the South Phase
Property over, under, across and through the Oleander Retention Pond. for the conveyance of
drainage from such lots to said pond. -Such drainage easement will provide for the City to
operate, maintain .and repair'the Oleander Retention Pond and- for the HOA to reimburse the
City fifty percent.(50%) of the ongoing, operation, maintenance and repair cost of the Oleander
Retention Pond upon invoicing by the City. The City Commission hereby grants the City
Manager the. authority- to negotiate and- execute a drainage easement over, under and through
the Oleander Property to accept stormwater drainage from the South Phase Property without
the further approval of the City Commission.
Unless otheiwlse agreed to by the parties in writing, nocertificates of occupancy shall be
lssued for any Project structures or dwelling units unless .and until the South Phase Property
Drainage Improvements and Oleander Retention Pond are completed to the- City's reasonable
satisfaction, the Project is connected to the Oleander Retention Pond and the Project obtains
any and all necessary SJRWMD: permits .for the Project and Developer .fully constructs and
connects to any other stormwater drainage improvementsrequired of the Project.
B. North .ProDertv Drainage. The Developer desires to accommodate stormwater
drainage needs of the North. Phase Property.by connecting the developed North Phase Property
with and conveying stormwater drainage to the City's Regional Pond. The City cannot and. does
not guarantee .that sufficient capacity. exists In .the .Regional Pond to support the stormwater
needs of the North Phase Property or any portion thereof, and such determination is the
responsibility of the Developer and is subject to the prior review and approval (or rejection) of the
City and all relevant agencies, including SJRWMD. The Developer, at its expense and own risk,
shall cause the design, permitting and..construction of a stormwater drainage connection within
the .Church Avenue. and Oleander Street rights -of -way from the North. Phase Property to the.
Regional Pond as needed- to accommodate stormwater runoff from the developed North Phase
Property consistent with. the Project development orders and approvals (including SJRWMD
permitting requirements) and to avoid adverse impacts to off:site properties (collectively the "NP
Drainage. Connect(on"). The Developer and its design engineer are solely responsible for
ensuring that.the Project's•stormwater drainage needs, are properly and fully accommodated and
do not cause adverse impacts to off -site properties.
Prior to the permitting and construction of the NP Drainage Connection, Developer shall
.submit detailed engineered design.plans and'calculations concerning such improvements to the
City for its review, comment and approval- (or rejection); no construction shall occur unless the
City approves such engineered design plans and calculations. Upon the CRy's approval of
engineered design .plans and calculations for the NP Drainage Connection, the City shall grant
the Developer a temporary right -of -entry license upon .the City's.Regional Pond property for the
purpose of constructing the portion of the NP Drainage Connection upon the City s land for a
reasonable period of -time not exceeding one (1) year unless othennfse agreed to by the City.
Since the Regional. Pond.ls an existing stormwater pond that collects and retains stormwaterfrom off -site properties, in *no event.* shall the Developer or its contractors disrupt the Regional
Pond's operation, collection and treatment of stormwater during the NP Drainage Connection
construction activities.
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As a pre -condition to Developer and its contractors) conducting construction activities
within public rights -of -way concerning the NP Drainage Connection, Developer shall. obtain all
necessary right-of-way permits and enter into a right-of-way maintenance agreement, In a form
acceptable to the City, with the City setting forth the license to permit such improvements In the
public rights -of -way and Developer's and Projects homeowners association's CHOA7) ongoing
operation, maintenance, and repair responsibilities concerning, the NP Drainage Connection
installed within the public rights-oPway. The City Commission hereby grants the City Manager
the authority to negotiate and execute such right -of -entry- license upon the Regional Pond
Property and the right-of-way maintenance agreement on behalf of the City.
Once the drainage connection to the Regional Pond- is completed and accepted by the
City after final Inspection; the City agrees to grant the HOA a non-exclusive drainage easement,
In a form acceptable to the City, for the benefit of the owners of the lots and tracts on the North
Phase Property over and through the Regional Pond for the conveyance of'drainage from such
lots- and tracts to said pond. Such drainage easement will provide for the City to continue to
own, operate, maintain and repair the Regional Pond and for the HOA to relrnburse the City
twenty-five percent (25%) of the .ongoing operation,. maintenance and repair cost of the
Regional Pond upon invoicing by the City. At all dimes, the City shall remainthe owner of the
Regional Pond. The City Commission hereby grants the City Manager the authority to negotiate
and execute a drainage easement over, under and through the Regional Pond to accept
stormwater drainage from the North Phase Property without the- approval of the City
Commission.
Developer shall, at its .expense, be responsible for accommodating all other stormwater
treatment, drainage, attenuation and retention needs for the Project that are not intended to be
accommodated -by the Regional Pond and the Oleander Retention Pond.
No, certificates of occupancy shall- be Issued. for any Project structures or dwelling units
unless and until the NP Drainage Connection 'is completed to the City's reasonable satisfaction,
the .Project•is .connected to the Regional Pond and the Project obtains any and all necessary
SJRWMD permits for the Project and Developer fully constructs and connects to any other
stormwater drainage. improvements required of the Project.
C. Performance and Payment Bond. Prior to the commencement of construction of
the NP Drainage Connection, Oleander Retention Pond and South Phase Property Drainage
.Improvements, the Developer shall cause the securing and delivery of a performance and
payment bond in favor of the City by Developer's contractorcomplying with the requirements of
Section 255.05, Florida Statutes and with terms and a form acceptable to the City, and. in an
amount equal to no less than one -hundred percent (100%) of the cost of construction of NP
Drainage Connection, Oleander Retention Pond and South Phase Property Drainage
Improvements to ensure that such improvements are properly and timely completed' and to
ensure that.Developer's contractor's subcontractors, matedalmen and vendors areproperly paid
and to prevent claims for non-payment against the City and its property interests.
D. Post-Constructton Completion. Once the Project's stormwater management
system improvements, including without limitation, the NP Drainage Connection, Oleander
Retention Pond and South Phase Property Drainage Improvements are completed to the City's
reasonable satisfaction: (i) the Developer shall cause its design engineer of record certification
to the City that the .NP Drainage Connection, Oleander Retention Pond and South Phase
Property Drainage- Improvements have been completed in accordance with approved design
plans; (ii) the Developer shall cause an "as -built" survey. to be prepared andprovided to: the City
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for the NP Drainage Connection, Oleander Retention Pond and South.Phase Property Drainage
improvements; @Q the delivery to the City of release of liens from contractors, subcontractors,
matefialmen and laborers, and an assignment of contractor's. warranties, if any, for all the NP
Drainage Connection, OleanderRetention Pond and -South Phase property Drainage
Improvements on City owned -property and within the public rights -of -way; (iv) the Projects
HOA, at Its expense, shall be responsible for the ongoing maintenance and repair of all
drainage -improvements on the Subject Property and drainage pipes and appurtenances thereto
Installed within the public rights -of, -way connecting the Project to the Oleander Retention Pond
and the Regional pond pursuant to the terms and conditions of a right-of-way maintenance
agreement; (v) the City shall own,'operate, maintain and repair the Oleander Retention Pond
and Regional Pond and the HOA shall partially- reimburse the City for such costs as set forth
above; and (vi) the .City shall have the right to use any excess capacity in the Regional Pond
and Oleander Retention Pond and drainage connections and- pipes Installed as part of the
Project.for any other stormwater drainage needs. as the City may determine in its discretion, and
nothing herein shall -Prevent the City from further modifying or expanding such stormwater
drainage ponds and improvements for the benefit of other properties (provided that City shall
not disrupt the Subject Property's stormwater requirements and needs). The items set forth in
(1), @)_and (01) above shall be completed prior to any Project structures or .dwelling units
receiving certificates of occupancy.
E. Partial Reimburse for Construction of Oleander. Retention Pond. Prior to
construction of the Oleander Retention Pond, the Developer shall submit to the City the
construction cost estimate from Developer's contractor itemizing the construction cost of such
Improvements for the. City's review. The City is permitted to review such cost estimate for
reasonableness and to ensure that the estimate provided is fairly allocated to the construction of
the Oleander .Retention Pond versus other aspects of the Project and related drainage
Improvements. During the construction of the Oleander Retention Pond, the Developer shall
routinely provide the City with the application for .payments from Developer's contractor,
.construction status reports and evidence of Developer's payments to contractor performing the
work. Developer agrees that ail work performed by Developer relating to. the Oleander
Retention Pond is a "pass -through" cost.and that Developer is.not entitled to any developer fee
or management fee for construction of the Oleander Retention Pond.
The City agrees to make a contribution towards partially funding the actual reasonable
direct labor and material construction cost of the Oleander Retention Pond constructed upon the
Oleander Property In .an amount not to exceed Two -Hundred and Seventy -Five Thousand
Dollars ($275,000.00) COleander Pond Reimbursement'). The City shall not have any financial
obligations concerning any drainage connections and .improvements constructed which are
needed to collect and, convey drainage .to the Oleander Retention Pond or the Regional Pond
from the Subject Property. All costs of the design,. permitting and construction of Oleander
Retention Pond exceeding the Oleander Pond Reimbursement shall be borneby the Developer.
The Oleander Pond Reimbursement will- be paid pursuant to the following draw
schedule: (0 $75,000.00 upon commencement of on -site construction of the Oleander Retention
Pond; (10 $100,000.00 upon completion of idly percent (50%) of the Oleander Retention Pond
as certified to by the design engineer of record; and (ilQ up to $100,000.00 after final completion
of the South Phase Property Drainage'Improvements and .Oleander Retention Pond consistent
with the approved engineering _plans and the City's acceptance of the Oleander Retention Pond
consistent with the CHy's Code..
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F. Contingency. If on September 30, 2019 the Final Site Plan (as defined herein)
has not been approved and the commencement of construction of the NP Drainage Connection,
South Phase Property. Drainage Improvements and Oleander Retention Pond has not occurred,
then then- this Agreement and any previously issued Project development orders shall
automatically terminate and be null and void (unless this date is extended by approval of the
City Commission by way of resolution).
4. Utility Improvements.
A. The 'development of the Subject Property must connect to the City's potable
water and wastewater facilities at the Developer's expense. All of the Code requirements and
specifications concerning utilityconnections and all of the Gode requirements and specifications
concerning solid waste collection apply to the Subject Property and development thereof.
B. The Developer shall obtain water and sewer capacity through the City's
established reservation procedures. The Project, I . developed In accordance with the applicable
provisions of the City Comprehensive Plan and the Code -and this Agreement; satisfies the
concurrency requirements for sewer and potable water as described in the Code and the
Comprehensive Plan.
C: Nothing in this Agreement is intended to relieve or release third parties from their
obligations under the Code and applicable development orders and agreements with the City
concerning fair share contributions, utility extension and oversizing, and other infrastructure
improvements.
5. Site Plana The Projects and Subject Property's.preliminary site development plan Is
attached hereto as Exhibit "C" (the "Preliminary Site Plan') and incorporated herein by
reference. A large scale version of the Preliminary Site Plan is on file with the CIVs Community
Development Department. At the time of execution and approval of this Agreement, a final site
plan meeting the requirements of the Longwood Development Code ("Final Site Plan") has not
been submitted by the Developer or reviewed or approved by the City for the Project and Subject
Property. The City's approval of a Final. Site Plan that is substantially similar to the Preliminary
Site Planis required before development of the Project and construction of the drainage
improvements set forth in Paragraph 3 of this Agreement can proceed. No. building permits, site
permits or right of -way permits shall be Issued for the Project and Subject Property unless and
.until a.Final Site Plan is approved and its approval is effective. Provided that a' Final Site Plan Is
approved -by City staff (or, if requested, by the City Commission) and this Agreemert becomes
effective, the Project and the. Subject Property shall be developed with approximately 50
townhome dwellings units and other improvements in conformance with the Final Site Plan,
Including without limitation, in regards to densities, building heights, .parking requirements,
setbacks and the exterior elevations described therein. Any modifications'or amendments to the
Final Site Plan, once approved, shall be subject to review and approval, approval with conditions,
or rejection by the City in accordance with the standard process and procedures set forth in the
Code without the need to. amend this Development _Agreement unless the City otherwise
determines that a substantial change to the Final Site Plan is being requested that necessitates
an amendment to this Development Agreement. Any portion of City owned, controlled or
operated rights -of -way being utilized by the Project shall :remain subject to and conditioned upon
further Developer submittal for and review and approval• by the City through the right-of-way use
permitting process or other applicable process, and subject any approval. conditions.
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CFN# 2018064657 OFFICIAL RECORDS 0 DOC_TYPE AGR BK 9148 PG 285 PAGE 7 OF 18
6. Townhome Units. The Project townhome dwelling units shall be developed with a
minimum dwelling unit size of 650 square feet net. The units shall be rear -loaded consistent
with Transit -Oriented. Principles and the intent ofthe Heritage Village Urban Code.
7, Homeowners Association. The Project shall have a homeowner's association
compliant with Chapter 720,_ Florida -Statutes and other applicable statutes to ensure the proper
operation, maintenance and repair of subdivision infrastructure, common areas and- on -site and
off site stormwater drainage improvements and disclosing the HOA cost sharing responsibilities
to the City as contemplated by this Agreement -for on -site retention ponds and responsibilities
under right-of-way maintenance agreement(s). The Project's common area tracts shall be
conveyed to the HOA as partof the final. platting process. As part of the final plat process, the
Developer shall cause .the drafting of a set of HOA bylaws .and declaration of covenants,
conditions and .restrictions CCovenants') and submit such to the City and City Attorney for
review and comment. if the Subject .Property, is developed with private roads,, the Covenants
andlor the. final plat shall grant. non-exclusive ingress and egress rights over private roadways
and sidewalks to the City, emergency service providers and other public service providers with
terms acceptable to the City. Further, the Covenants shall be consistent with Chapter 720,
Florida Statutes and include provisions required by the Longwood Development Code and other
reasonable provisions that the City may require. The HOA shall be created before the final plat
Is approved and recorded and a .City -approved set of Covenants. shall be recorded concurrently
with the final piaL
8. Unified Ownership. All portions of the 'Subject :Property owned by the
Developer shall remain in unified, ownership until the .final plat is approved and recorded in the
public records of Seminole County, .Florida.
9. Compliance with Law. Nothing in this Agreement shall allow, or be construed to
allow the Developer or. Developer's successors and assigns to avoid or delay compliance with
any or all provisions of the Act; the Cttys Comprehensive Plan, the Code, City ordinances,
resolutions and other requirements pertaining to the use and development of the Subject
Property.
10. Indemnity. The Developer hereby Indemnities and holds City and its elected and
appointed officials, employees, and agents harmless from and against any and all claims,
disputes, lawsuits, Injuries, damages, reasonable attorneys' fees (including trial and appellate
fees), costs and experts' fees, Interest and all adverse matters in any way arising out of or
relating to the. Developer's and Its officers', employees' and agents' negligent acts or omissions
resulting in damage or injury to person or property arising from or related to the Developer's and
its officers', employees' and agents' entry onto or activities within or upon right-of-way or real
property owned or controlled by City In connection with Developer performing the obligations.
contemplated herein, -except that such indemnification shall not cover claims or liabilities. caused
by or arising from the gross negligence of the City, or its employees or agents.
11. Validity. If -any portion of this Agreement is finally determined by a court of
competent jurisdiction to be invalid, unconstitutional, unenforceable or vold, .the balance of the
Agreement shall continue in full force and effect.
12. Notices. Any notices required or permitted under this Agreement, and copies
thereof, shall be addressed to the City and the Developer at -the-following: addresses,or at such
other addresses designated in writing by the party to receive notice.
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CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK'9148 PG 286 PAGE 8 OF 18
City: City Manager
City of Longwood
175 WestWarren Avenue
Longwood, Florida 32750
With a copy. to:
City Attorney
City of Longwood
175 West Warren Avenue
Longwood, Florida 32750
Developer. Longwood TOD, LLC
Attn: Ryan von Weller and: Kevin Kroll
601 N New York Ave
Suite 200
Winter Park, FL 32769
Notices shall be either. (1) personally delivered (including delivery by Federal Express or
other overnight courier service) to the addresses set forth above, in which case .they shall be
deemed delivered on the date of delivery; or (iI sent by certified mail, return receipt requested,
in which case .they shall be deemed delivered on the date shown on the receipt unless delivery
is refused or intentionally delayed by the addressee, -in which event they shall be deemed
.delivered on the date of deposit In'the U.S. Mail.
13. No Liens on City Property. There shall be no liens recorded or filed against
any City owned property (including the Oleander Property or Regional Pond property) or other
City property interests due to the construction activities or other acts or omissions relating to or
concerning the development of Project. Any time work or improvements are being made or
performed by Developer or its employees, consultants, contractors or agents on City owned
property or otherwise affecting City property interests, the Developer shall provide the City with
full and complete .releases of liens and claims from Developer's contractors, consultants,
subcontractors, materialmen and laborers concerning such improvements and work evidencing
Developer's payment in full for such Improvements and work, and the City shall have the right to
withhold approvals and acceptance of applicable improvements or work until such occurs.
Developer hereby agrees to Indemnify and hold* the City harmless from any and. all liens, claims
and equitable claims filed by Developer's contractors, subcontractors, materialmen, laborers,
equipment providers, vendors and all others claiming by and through Developer or its
contractors and consultants, against the City or any real property interest owned by. the City
arising: out of or concerning the Project, including but not limited to City's attorneys' fees,
experts' fees and litigation costs (at trial and appellate levels).
14. Attorney's Fees. In any lawsuit between the parties to this Agreement arising
from or concerning this Agreement, each party shall bear their own respective attorneys' fees
and costs, except as may otherwise be:provided herein (e.g.. indemnification provisions).
1-6. Entire Agreement. This Agreement embodies the entire understanding of the
parties with respect tothe matters, specifically enumerated herein, and all negotiations,
representations, warranties and agreements. made between the parties are merged herein. This
Agreement supersedes and replaces the previous .memorandum of understanding between the
parities dated November 6, 2017 concerning the Project: The making, execution and delivery of
9
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 287 PAGE 9 OF 18
this Agreement by all parties have been induced by no representations, statements, warranties
or agreements that are not expressed herein. There are no further or other agreements or
understandings; written or oral, in effect between or among the parties related to the subject
matter hereof.
16. Interpretation. None -of the parties shall be considered the. drafter of all or any
portion of this Agreement for the purposes of interpreting all or any portion of this Agreement, .it
being recognized that all parties have contributed substantially and materially to the preparation
of this Agreement.
17. Binding Effect and Successors. This Agreement shall run with the Subject
Property and the rights and the obligations under this Agreement shall benefit, burden, and bind
the .successors, heirs and assigns of all parties to this Agreement. The Developer shall remain
responsible for the performance of .its obligations under this Agreement in the event of
assignment of this Agreement and/or the conveyance or transfer of the Subject Property unless
Developer obtains a release from the City; such requested release will not be unreasonably
withheld if Developer is not in default of this Agreement and the City has reasonable assurance
that the Developer's obligations hereunder will be satisfied by. the proposed assignee of this
Agreement and proposed owner of the Subject Property. In the event all obligations under this
Agreement have been completed, no such approval from the City shall be..required. Excluding
the .City, Developer (until released) and all transferees, transferor, grantees, grantors, assignees
and assignors relating to the Subject Property are jointly and severally liable for the Developer's
obligations under this Agreement. The rights granted to Developer under this Agreement relate
specifically to the Subject Property and are not permitted to be transferred to any other property.
Notwithstanding the foregoing, the City acknowledges that Developer has a contract for the sale
and purchase of the .Subject Property with Lennar Homes, LLC, a Florida limited liability
company ("Lennar"), and that Lennar.is a permitted assign of this Agreement and upon
assigning. this Agreement to Lennar and Lennar assuming the same (and a copy of the
assignment and assumption Instrument shall be provided to the. City), Longwood TOD, LLC
shall automatically be released of the liabilities and obligations under this Agreement provided
that Lennar executes a written instrument assuming the obligations and responsibilities of the
"Developer" under this Agreement.
18. Local :Development Approvals and Permits. Notwithstanding anything herein
to the contrary, all development of the Project and Subject Property shall be in compliance with
all applicable federal, state, county and municipal laws and ordinances, rules and regulations
(including, but not limited to, the. Cidy's land development regulations, zoning requirements and
comprehensive plan). Unless expressly authorized or granted herein, nothing in this Agreement
shall constitute or be deemed to constitute or require the City to issue any approval by the City
of any rezoning-, Comprehensive Plan amendment, right-of-way vacation and abandonment,
right-of-way permit, variance, special exception, final site plan, construction plan,- preliminary
subdivision plan, final subdivision plan, building permit, grading, stormwater drainage,
engineering, or .any other land use or development order, permit or approval. Nor shall this
Agreement be deemed to reduce, eliminate, derogate from or otherwise adversely affect any
such approvals, permissions or rights. These and any other required City development
approvals and site and building permits shall be processed and Issued' by the City In
accordance with procedures with respect to same as otherwise set forth in the Code and subject
to any conditions of approval thereof. Nothing in this Agreement shall constitute or be deemed
to constitute a limitation, restriction or any other type of waiver of Developer's right or ability to
seek a rezoning, comprehensive plan amendment, variance, special exception, site plan,
1.0.
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 288 PAGE 10' OF 18
preliminary subdivision plan, final subdivision plan, or any other land use or development
approval.
19. Water and Sewer and Other Development Related Fees. All applicable water
and sewer connection fees, development assistance fees, wholesale capacity charges and any
other applicable impact fees, mobility fees, transit fees, multi -modal assessments or fees, and
development related fees and costs concerning the Subject Property and Project shall be paid
by the Developer and its successors and assigns In interests when and as required under the
City of Longwood Code of Ordinances (including without 'limitation, under the Longwood City
Code, the Code and City resolutions implementing requirements of ordinances or interlocal
agreements) as such may be amended from time to time. Developer and its successors and
assigns shall be responsible for timely paying any and all other impact fees and other
development related fees and costs that maybe applicable to the Project and Subject Property
imposed or collected by other governmental entities, including without limitation, the County and
Seminole County Public Schools. Except as otherwise provided in this Agreement, the
Developer shall not receive any compensation or impact ,fee credits for improvements being
made by Developer or for any other Matters described in this Agreement.
20. Permit Approvals. Developer, at its expense, shall be responsible for -timely
.providing to City evidence of and obtaining any and all approvals and permits needed for the
Projects construction on the Subject Property and contemplated off -site improvements from all
applicable governmental agencies or jurisdictions, Including but not limited to, the SJRWMD, the
County, and the Florida Department of Environmental Protection ("FDEP") (sometimes herein
the "Other Government Entities' Approvals"). Upon obtaining the Other Government Entities'
Approvals, the Developer and the Project shall maintain compliance in -all material respects with
-the terms and conditions of such approvals. Without limiting any other remedies that the City
may have under this Agreement or under the law, the City shall have the right to withhold
.permits and approvals and.issue stop work orders concerning the Project and Subject Property
if Developer fails to comply with this Section.
21: Authority. Each party represents and warrants to the other parties that it has all
necessary power and authority to enter into and consummate the terns and- conditions of this
Agreement, that all acts, approvals, procedures, and similar mailers required in order to
authorize this Agreement have been taken, obtained, or followed, as the case may be, and that,
upon the execution of this Agreement by all parties, this Agreement shall be valid and binding
upon the parties hereto and their successors in interest and assigns. In the event Developer fails
to meet Developer's obligations under this Agreement, no further development (including without
limitation the issuance of permits, review of applications, or construction) of the SubjectProperty shall
continue until such obligations are met.
Furthermore, Developer represents and warrants to City that it is the fee simple owner of
the Subject Property, free and clear of any mortgages or liens, or, in the .event a mortgage or
lien exists, Developer at Developer's sole cost, shall obtain the necessary joinders and consents
and subordination's to this Agreement (and documents called for herein). or releases from the
appropriate parties. with an interest in the Subject Property. Developer shall provide to City,
certified surveys, title reports or other documents evidencing said ownership interest.
22. Effective Date and Term. This Agreement shall become effective after it is
approved by the City of Longwood City Commission, executed by the parties, and it is recorded
In the public records of the County (the "Effective Date'). This Agreement shall remain in effect
until the completion of .the construction of the Project and the other construction activities set
11
CFN# 2018064657 OFFICIAL.RECORDS 0 DOC TYPE AGR BK 9148 PG 289 PAGE 11 OF 18
forth herein or the expiration of ten (10) years after the Effective Date, unless otherwise
extended or terminated as provided .for herein or in the Act This Agreement may be: terminated
only by mutual- consent of the parties hereto, or as otherwise provided by this Agreement or by
the Act Further, if'the approval of the Final Site Plan does not occur prior to December 30,
2018, thin Agreement shall automatically terminate, unleee such date is extended by -resolution
adopted by the City Commission.
23. Breach. In the event of a breach,. default, or violation of one or more. of the.
material provisions herein by the Developer or, the City, the violating party shall be given sixty.
(60) days to cure such violation upon receipt of written notice of the breach, default or violation
from a non -violating party. In the event such breach, default or violation is not cured within said.
period, the City or the Developer, .as the case may be, shall have the. right to pursue any and all.
legal .and equitable remedies available provided by law. A breach of this Agreement by the
-Developer or its successors and -assigns that also constitutes a violation(s) of development
order conditions and of a violation(s) of the Longwood Development Code, .and as such the City
may, in addition to other remedies, pursue code enforcement remedies afforded by law to cause
the correction of such violation(s). Notwithstanding the foregoing., the City shall be permitted to
without notice and- Developer's opportunity to cure to immediately withhold the issuance of. and
issue stop work orders on, certificates of occupancy, site permits and building permits
associated with the Project, or any combination thereof, in. the event Developer or its
successors and assigns In interest,. is in 'violation of any Florida Building Code, City of
Longwood Code of Ordinance or Longwood, Development Code provision(p) until the
Developer's cure thereof consistent with such code.
24. Amendment. Subject to the requirements of the Act, this Agreement may be
amended, modified or cancelled by mutual consent of the.parties hereto as represented by a
written document executed by the City, the Developer and the Lender while it has a mortgage
on.all or any.portion of.the Project
26. Governing Law. This Agreement shall be governed by and construed In
accordance with the laws of the State of Florida. Exclusive Venue in any action to construe or
enforce the provislons of this Agreement shall be in the circuit court of and.for the County. This
Agreement may be enforced as provided in Section 163.3243 of the Act. Pursuant to. Section
163.3233(1) of the Act, the Citys laws and policies governing the development of the Project at
the time of the execution of this Agreement shall govern the development of the Project for the
duration of this Agreement The City may apply subsequently adopted regulations and policies
to the Project in accordance with the requirements of Section.163.3233(2) of the Act.
26. Recording. Pursuant to the requirements set forth herein, after its execution by the
Developer and City and approval by the City Commission, the City shall deliver this Agreement
to the Developer's title. agent to be recorded inconnection with the recording of other
documents which will satisfy the Effective Date Contingencies with the cost of such recording to
be bome by the Developer. The missing recording book and page Information in the legal
descriptions contained within the exhibits to this Agreement should be filled in prior to recording
this Agreement
-27. Non Waiver of Sovereign immunity. Nothing contained in this Agreement nor in
any instruments. executed pursuant to the terms of this Agreement shall be construed as a
waiver or attempted waiver by the City of its sovereign immunity under. the Constitution and laws
of the State of Florida.
12
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 290 PAGE 12' OF 18
AGREED by .the City. Commission of the City of Longwood, Florida, a Florida
municipality, Longwood TOD, LLC as of the day first written above.
CITY OF LONGWOOD, A FLORIDA MUNICIPAL
Signed, sealed and delivered in CORPORATIO
the presence of:
By:
B P RIS, MAYOR
Print Name:
Witness
Print Name:
Witness
Ic
Prin ame:
Witness
Print Name:
Witness '
STATE OF FL WA
COUNTY OF
ATTE8
13y _ .
MICHELLE WNG0, 01 CLERK
"DEVELOPER" _
LONGWOOD TOD, LLC ---
aThe__ foregoing instrument was cute , sw n to and ac wiedged before me this
'036.,j 2018 by La I as A&r.!/`- of
LONGWOOD TOD, LLC. Sheffle (check one) is personally known to me, or Vjhas produced a valid
driver's license as identification.
t
Notary P lic, State and C sty AT resaid
Name: c H �..
CORRINNE FAIL, My Commission Expires:r
My Commission Number is 3
r <: MY COMMISSION Gl3 095832-
<� EXPIRES: June 4,2021
•.,,,,o,�� �+= Bwded fire NaterY Pubic Undenvritere
14
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148-PG 291 PAGE 13 OF 18
28. No Pledge of Taxation. The parties agree that this Agreement does not constitute
a general indebtedness of the City within the meaning of any constitutional, statutory, or charter
provision of limitation and it is expressly agreed by the parties that the Developer (nor others)
shall not have the right to require or compel the exercise of ad valorem taxing power of City, or
taxation of any real -or personal property therein for payment of any obligation of the City under
the terms of this Agreement. It is further agreed that this Agreement and any funds called for to
be expended hereunder shall not constitute a lien upon any real or personal property of City,
any part thereof.
29. Informed Execution. This Agreement is entered into voluntarily by the -Developer
without duress and after full review, evaluation and consideration by the Developer. Developer
is .represented by counsel, or altematively, has been afforded an opportunity to retain counsel
for review of this Agreement:
30..: Time is of *the Essence. Time is hereby declared to be of the essence in the
performanceof the duties and obligations of -the respective parties to this Agreement.
31. Captions. The captions or section headings of this Agreement are provided for
convenience only and shall not be deemed to explain, modify, amplify or aid in the
interpretation,. or. meaning of this Agreement.
32. Independenf Parties. City and Developer are not partners and this Agreement is
not a.joint venture and nothing in this Agreement shall be construed to authorize the Developer
to represent or bind the City to matters not expressly authorized or provided in this Agreement.
33. Status Report. On or before June 1st of each year this Agreement is in effect, the
Developer shall provide a.written status report to the City to allow the City to conduct its periodic
review in compliance .with'the requirements of Section 163.3235 of the Act describing the
Developer's activity during the preceding year related to satisfying its obligations hereunder.
34. Effect on Homesites. Notwithstanding the foregoing, the City and Developer
acknowledge that neither this Agreement, nor any of the rights or obligations hereunder, is
intended to create conditions or exceptions to title or covenants running with any "Homesite° (as
hereinafter defined)_ As a result, in :order to alleviate any concern as to the effect of this
Agreement on the 'status of title to any Homesite, this Agreement, without the execution or
recordation of any further document or instrument, shall not constitute a lien, covenant or
encumbrance as to any Homesite. As used herein, the term '"Homesite" shall mean (a) any
individual lot that satisfies all of the following requirements: (i) is .the subjectof a recorded
subdivision plait and (i) has been improved with a residence or other structure for which the
proper governing authority has issued a certificate of occupancy, and (ii) sold to a .bona fide
third party that Is not a Developer controlled or related entity (including the transfer of common
area to the operating homeowner's. association). Each Homesite shall automatically be
released from and no longer subject to or burdened by the provisions of this Agreement
[Signature -Pages on Following Pages]
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CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 292 PAGE 14 OF 18
CONSENT AND SUBORDINATION OF MORTGAGEE TO
DEVELOPMENT AGREEMENT
IBERIABANK ("Mortgagee"), being the owner and holder of that certain mortgage of LONGWOOD
TOD, LLC, a Florida limited liability company whose address is 601 N New York Ave., Suite 200,
Winter Park, FL 32789 ("Mortgagor'), recorded at Official Records Book 8059, Page .1026, together with,
that certain Assignment of Leases and Rents recorded at Official Records Book 8059, Page 1033 and that
certain UCC-1 Financing Statement recorded at Official Records Book 8059, Page 1038, Official Records
of Seminole County, Florida, which encumbers the real property located in Seminole County, Florida,
more fully described in Exhibit "A" attached hereto and incorporated herein by reference (herein the
"Subject Property") (collectively, such encumbrances are referred to as "Mortgagee Lien Documents"
with each singly being a "Mortgage Lien- Documents"), hereby consents to the Longwood TOD
Development Agreement being entered into between the Mortgagor and the City of Longwood and to be
recorded in the Public Records of _Seminole County, Florida and Mortgagee hereby expressly
subordinates its above referenced Mortgage Lien Documents to the- Longwood TOD Development
Agreement. This Consent and Subordination does not release any property from the lien and effect of the
Mortgagee Lien Documents or any other lien instrument, and does not otherwise amend or alter any
Mortgage Lien Document.
IN WITNESS WHEREOF, the Mortgagee hereto has executed and delivered this Consent and
Subordination of Mortgagee as of this day of .2018.
Witnesses: MORTGAGEE
113ERUBANK
Name
Printed:
Name
Printed:
State of
County of
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of 2018,
by as of on
behalf of said company. She/He is personally known to me or has produced
as identification.
Signature of Notary Public
(SEAL) Printed Name:
My Commission Expires:
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 293 PAGE 15 OF 18
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CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 294 PAGE 16 OF 18
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CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 295 PAGE 17 OF 18
CFN# 2018064657 OFFICIAL RECORDS 0 DOC TYPE AGR BK 9148 PG 296 PAGE 18 OF 18