2009-R-01
RESOLUTION #2009-R-Ol
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EDGEW ATER, FLORIDA; AUTHORIZING
PARTICIPATION AND EXECUTION OF A CAPACITY
ENHANCEMENT AGREEMENT, WHICH IS A TRI-PARTY
AGREEMENT BETWEEN THE CITY OF EDGEWATER,
VOLUSIA COUNTY SCHOOL BOARD AND HAMMOCK
CREEK GREEN, LLC PURSUANT TO REQUIREMENTS
ESTABLISHED IN THE FIRST AMENDMENT TO THE
INTERLOCAL AGREEMENT FOR PUBLIC SCHOOL
FACILITY PLANNING; PROVIDING FOR RECORDING
INTO THE PUBLIC RECORDS OF VOLUSIA COUNTY;
REPEALING RESOLUTIONS IN CONFLICT HEREWITH;
PROVIDING FOR ESTABLISHING AN EFFECTIVE DATE
AND ADOPTION.
WHEREAS, the City of Edgewater, Florida has made the following determinations:
1. Pursuant to Section 163.31777, Florida Statutes, all municipalities within the
geographic area of a school district to enter into an interlocal agreement with the district school
board to jointly establish coordination regarding public school concurrency and public school
facility planning; and
2. In 2003, the City entered into an Interlocal Agreement for Public School Facility
Planning to allow the coordination of comprehensive land use and school facilities planning
programs and subsequently executed an amendment to said interlocal agreement in 2007; and
3. The City agrees that strong and healthy schools are critical to community success, are
cornerstones of effective neighborhood design, and a focal point for development of community
plans and improvements.
4. Sec. 90-77 of Ordinance No. 2007-37, 91,5-24-07 of the Code of Ordinances of
V olusia County and Sec. 4(B) of the First Amendment to the Interlocal Agreement for Public
School Facility Planning require a Finding of Adequate School Capacity be issued for the
Restoration Development of Regional Impact (DR!) prior to the adoption of a Comprehensive
Plan Amendment by the City; and
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5. In order to address the impact to the School Board of the students to be generated
from the increase in residential density associated with the DR!, the Developer is desirous of
mitigating the costs of those impacts by providing a dedication of two school sites within the
Project to the School Board as is described in more detail in Exhibit "A" as well as complying
with the provisions of school concurrency; and
6. Due to the pending, but as yet not adopted, DR! Development Order and
Comprehensive Plan Amendment, it is impossible for the School Board and the Development to
accurately estimate the actual impact of the DR! upon the Project Schools; and
7. Notwithstanding this uncertainty, the Developer and the School Board desire to enter
into this Agreement with the City of Edgewater, to require the Developer to comply with the
capacity enhancement methodology set forth herein consistent with the requirements of g206 of
the Volusia County Charter and School Board Policy 612.
NOW, THEREFORE, be it resolved by the City Council of the City of
Edgewater, Florida as follows:
Section 1.
In an effort to further enhance coordination for public school facility
planning, the City of Edgewater, hereby authorizes participation and approval of the Capacity
Enhancement Agreement between the City of Edgewater, the V olusia County School Board and
Hammock Creek Green, LLC.
Section 2.
The City Council hereby authorizes the Mayor and Acting City Manager
to execute the Capacity Enhancement Agreement and for the City Clerk to transmit the
Agreement to participating entities.
Section 3.
City Council further agrees for an original Capacity Enhancement
Agreement to be delivered to the Clerk of Court for recording into the Public Records of V olusia
County, Florida.
Section 4.
All resolutions or parts of resolutions in conflict herewith be and the same
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are hereby repealed.
Section 5.
This resolution shall take effect immediately upon its adoption.
After a motion to approve by ~e.swith second by
Section 6.
ColL('{lil\IJl.,'mM~(ln(),~ktthe vote on this resolution was as follows:
AYE NAY
Mayor Mike Thomas
Councilwoman Debra J. Rogers
Councilwoman Gigi Bennington
Councilwoman Harriet B. Rhodes
Councilman Ted Cooper
PASSED, APPROVED AND ADOPTED this 5th day of January, 2009.
ATTEST:
~"IWlJl \~~ 0
Bonnie Wenzel
City Clerk
~~Q~
Robin L. Matusick
Paralegal
For the use and reliance only by the City of
Edgewater, Florida. Approved as to form and
legality by: Carolyn S. Ansay, Esquire
City Attorney
Doran, W oIre, Ansay & Kundid
Approved by the City Council of the City of
Edgewater at a meeting held on this 5th day of
January, 2009 under Agenda Item No. 7C- .
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2009-R-Ol
I . .
AFTER RECORDING RETURN TO:
Saralee L. Morrissey, Facilities Department
VOLUSIA COUNTY SCHOOL DISTRICT
3750 Olson Drive
Daytona Beach, FL 32124
SCHOOL PLANNING CAPACITY
ENHANCEMENT AGREEMENT
File 08-001 VCSB
Proiect Name: Restoration
City of Edaewater
THIS SCHOOL CAPACITY ENHANCEMENT AGREEMENT ("Agreement") is
made this ,1=)-1-"- day of J{)J)U(~LJ ' 2006 ("Effective Date") by and between THE
SCHOOL BOARD OF VOLUSIA COUNTY, FLORIDA, a public corporate body
organized and existing under the Constitution and laws of the State of Florida, whose
address is 200 N. Clara Avenue, DeLand, Florida 32721 ("School Board") and
HAMMOCK CREEK GREEN, LLC, a Delaware limited liability company ("Developer"),
whose address is 300 International Parkway, Suite 130, Lake Mary, Florida 32746,
and the CITY OF EDGEWATER, Florida, a municipal corporation whose address is
104 North Riverside Drive, Edgewater, Florida 37132 ("City").
WITNESSETH:
WHEREAS, Developer is the fee simple owner of that certain property
located in the City of Edgewater ("City"), Volusia County, Florida more particularly
described in Exhibit "A" attached hereto and by this reference made a part hereof,
hereinafter referred to as the "Property;" and
102392116.13
WHEREAS, at the time this Agreement was approved by the School Board,
the Property is currently zoned to the Chisholm and Edgewater Elementary, _New
Smyrna Beach Middle and New Smyrna Beach High Schools (individually, a
"Project School" and collectively "Project Schools"); and
WHEREAS, the School Board does not currently have any new schools
programmed or anticipated to accommodate students generated by the Project; and
WHEREAS, the Developer is currently seeking both a Development of Regional
Impact (''DR I") approval and a Comprehensive Plan Amendment for the Property in
order to develop a mixed-use community within the City known as "Restoration;" and
WHEREAS, the currently proposed development program for Restoration
includes approximately 4,409 single-family residential units and 4,091 multi-family
residential units (the "New Units"); and
WHEREAS, the total number of residential .units will not exceed 8,500 units,
exclusive of accessory dwelling units; and
WHEREAS, as of the date of this Agreement the final number of New Units
to be permitted remains subject to the DRI approval process and the modification
of the Comprehensive Plan of the City and will be specified in the final DRI
Development Order and Comprehensive Plan Amendment issued by the City for
the Restoration project; and
WHEREAS, following adoption of both the DRI Development Order and
Comprehensive Plan Amendment by the City, the Developer will be required to
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apply for and receive approval of a final site plan(s) or final plat(s), as applicable,
from the City, and said approval(s) will determine the exact number of New Units
which may be constructed on the Property pursuant to said final site plan(s) or
plat(s) from time to time; and
WHEREAS, the City, Developer and School Board recognize, understand
and agree that the number may be fewer than the maximum number of residential
dwelling units permitted by the DRI Development Order or that the allocation
between single-family and multi-family units may be different than set forth in the
DRI Development Order; and
WHEREAS, Sec. 90-77 of Ordinance No. 2007-37, ~I, 5-24-07 of Code of
Ordinances of Volusia County requires a Finding of Adequate School Capacity be
issued for the Property prior to the adoption of a Comprehensive Plan Amendment by
the City; and
WHEREAS, the School Board recognizes that overcapacity and unplanned
conditions will adversely affect the educational services provided at any given school
and the School Board believes that the proposed development of the New Units has the
potential to adversely impact the level of service and permanent capacity in the Project
Schools; and
WHEREAS, in order to address the impact to the School Board of the
students to be generated from the increase in residential density associated with
the New Units, Developer is desirous of ameliorating the costs of those impacts by
providing a dedication of two school sites within the Project to the School Board as
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is described in more detail below as well as complying with the provisions of school
concurrency; and
WHEREAS, due to the pending, but as yet not adopted, DRI Development Order
and Comprehensive Plan Amendment, it is impossible for the School Board and
Developer to accurately estimate the actual impact of the New Units upon the Project
Schools; and
WHEREAS, notwithstanding this uncertainty, Developer and the School
Board desire to enter into this Agreement to require Developer to comply with the
capacity enhancement methodology set forth herein consistent with the
requirements of S206 of the Volusia County Charter and School Board Policy 612.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby agree as follows:
1. Recitals. The foregoing recitals to this Agreement are hereby
incorporated by reference and made a part of this Agreement as if fully restated forth
herein.
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2. DRI Development ProQram. The parties acknowledge that the
Project's proposed development shall occur in three phases, anticipated as follows:
Phasing Schedule Total Dwelling Units
Single Family Multi-family Total
Phase I 2,696 526 3,222
2007-2013
Phase II 1,713 515 2,228
2013-2018
Phase III 0 3,050 3,050
2019-2023
TOTAL 4,409 4,091 8,500*
* Exclusive of accessory dwelling units
Accessory dwelling units are permitted as part of the housing mix within the
Project and will be subject to school concurrency review.
Notwithstanding the foregoing, the parties hereto acknowledge that the
phasing schedule is subject to change as the anticipated DRI Development Order
moves through the approval process, or as subsequent changes to the 'same are
processed over the life of the project either through the utilization of the Exchange
Matrix included as part of the DRI Development Order or through changes to the
same processed as a, Notice of Proposed Change ("NOPC") pursuant to
99380.06(19), F.S. The Developer shall give written notice to School District Staff
of any proposed changes to the phasing schedule, including but not limited to any
changes to the number or type of residential dwelling units to be constructed in
each respective phase and the School District Staff shall be copied on all approved
amendments or modifications to the DRI Development Order which constrict,
expand or reallocate the total number or type of residential units authorized by the
DRI Development Order. Any proposed change to the phasing schedule shall be
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]02392] 16.13
required to be (re)evaluated by the School District Staff pursuant to the School
Board's current school concurrency review process. This will be done to determine
if any change, including but not limited to, phasing and/or unit type conversion
negatively impacts the Project Schools or previously projected school needs.
3. Calculation of School Impacts. For the purposes of determining
school capacity and school concurrency, the impacts to the Project Schools of the
students to be generated from the New Units shall be calculated in accordance with
the methodologies described within School Board Policies 612 and 613 in effect at
the time of evaluation. The initial review is based upon the number and type of
units indicated in the DRI Development Program phasing schedule contained in
Paragraph 2 of this Agreement. Any other variations are subject to additional
school concurrency review.
4. Capacity Enhancement
(a) School Impact Fee Payment. Developer acknowledges that the
capacity enhancement contribution described below does not release the Developer
from payment of any other development, building related fees, or school impact fee,
including but not limited to Volusia County Educational Facilities Impact Fees prescribed
by Section 70-170, Article V, Volusia County Code (the "School Impact Fee
Ordinance").
(b) Developer's Capacity Enhancement Contribution. In order to
allow the School Board to have sufficient capacity to accommodate, In a timely
manner, the demand created by the impact of the students to be generated from
the increase in residential density associated with the approval of the
Comprehensive Plan Amendment and development of these New Units, the DRI
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Development Order for the Project will require Developer to convey to School
Board two (2) parcels within the Property consisting of approximately eighty-five
(85) total developable acres, +/-, (the "Donated Land"). The Donated Land is
comprised of two, non-adjacent parcels located in separate portions of the
Property, the locations of which are depicted generally on the DRI Map H attached
hereto as Exhibit "B." School Board shall be entitled but not obligated to construct
Educational Facilities on these parcels, such Educational Facilities' types and sizes
to be determined solely by the School Board. For the purposes of this Agreement,
the term "educational facilities" shall be defined as an elementary, middle or high
school facility or other grade organization (the "Educational Facilities"). Subject to
the provisions of Paragraph 4(d)(v) Additional Rights of the School Board and
Developer, if the School Board desires to construct other types of facilities upon
the Donated Land which may not be consistent with surrounding land uses within
the Project, Developer agrees to cooperate with the School Board in order to find
an alternative location within the Project that would better accommodate the
substitute use.
Upon recording this Agreement and the final adoption of the DRI
Development Order requiring the conveyance of the Donated Land, the School
Board shall issue to the Developer a Finding of Adequate School Capacity for the
benefit of the Property. This Finding of Adequate School Capacity is applicable
only to the comprehensive plan amendment and rezoning stages of the subject
land/project. All subdivision plats and/or residential site plans shall be subject to
school concurrency review and approval.
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(c) School Impact Fee Credits.
School impact fee credits shall be granted for any eligible dedication or
donation required by school concurrency evaluations. Developer agrees to provide
the Donated Land for a value of $16,000.00 per acre or appraised value, as
determined by the School Board's appraisal, whichever is less (the "Donated Land
Value"). The Donated Land Value as determined herein is subject to school impact
fee credits pursuant to the provisions of Section 70-181(b), Volusia County Code.
School Board acknowledges that Developer has agreed to the Donated Land
Value which Developer believes is less than the fair market value of the property,
and that Developer may claim the difference between the Donated Land Value and
that value believed by Developer to be representative of fair market value as a
charitable contribution for income tax purposes. At the time the Donated Land is
conveyed, School Board agrees to execute and deliver to Developer Part IV,
Donee Acknowledgement section of Internal Revenue Service Non-Cash
Charitable Contributions Form Number 8283, or such other documentation in a
format approved by Developer and School Board's counsel, which does not create
any liability or expense to School Board, but is satisfactory for IRS purposes. Upon
agreement of the parties hereto, the donation could be encompassed in one or
more deeds from Developer to School Board in a manner consistent with this
Agreement. Developer agrees to indemnify and hold harmless School Board upon
conveyance of the Donated Land with regard to Developer's claimed charitable
contribution. Developer agrees to indemnify and hold harmless School Board at
the time of conveyance with regard to Developer's Federal tax treatment of the
conveyance whether claimed as a charitable contribution or otherwise.
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(d) Donation of Property.
(i) Locations of Donated Land. The general locations of the
Donated Land are depicted, as of the Effective Date of this Agreement, on Map "H"
attached as Exhibit "B"; however, the final locations will be determined during the
City's development approval process for the Property with input from the Developer
and the School Board. The School Board has ultimate authority over the location
of the Donated Lands. The School Board's criteria for the Donated Lands shall
include but not be limited to
1) An approximate twenty-five (25) acre developable site in a square or
rectangular configuration located within or immediately adjacent to a
residential area with direct access on two public roads and adequate water,
sewer, and fire services extended to the property. At the time of its
dedication, the site shall not be located within the .100 year flood plain. The
stormwater and drainage needs of the site in its developed condition shall be
met by the Developer on other lands not intended to be owned or conveyed
to the School Board. Environmental limitations and mitigation, if any,
including but not limited to wetlands and endangered or threatened species,
shall also be met by the Developer on other lands not intended to be owned
or conveyed to the School Board.
2) An approximate sixty (60) acre developable site in a square or rectangular
configuration located adjacent to a residential area with direct access on two
public roads and adequate water, sewer, and fire services extended to the
property. At the time of its dedication, the site shall not be located within the
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102392116.13
100 year flood plain. The stormwater and drainage needs of the site in its
developed condition shall be met by the Developer on other lands not
intended to be owned or conveyed to the School Board. Environmental
limitations and mitigation, if any, including but not limited to wetlands and
endangered or threatened species shall also be met by the Developer on
other lands not intended to be owned or conveyed to the School Board.
School Board shall have the right to access the Donated Land for due
diligence before the property is donated to the School Board. School Board
shall have the right to inspect the Donated Lands within a 270-day time
period and to complete its normal due diligence on the site within that
inspection period prior to conveyance. If during the inspection and due
diligence review, matters arise which need to be addressed in order for the
School Board to receive a fully functional school site, Developer agrees to
cooperate with School Board in the resolution of those matters.
(ii) Timing. The conveyance of the Donated Land shall occur
on the earlier of: (a) approval by the City of a final site plan or final plat for the
2,OOOth residential dwelling unit or issuance of a certificate of occupancy for the
same; or (b) upon approval by the City of all or a portion of the Property wherein
the portion of the Property to be platted is to include one or the other parcels of
Donated Land. Following the recordation of a final plat or issuance of the 2000th
certificate of occupancy, whichever shall occur first, the Developer shall convey to
the School Board one or the other or both parcels of the Donated Land if the same
have been included in the subject plat upon completion of the School Board's
inspection period and due diligence. The Parties agree that the School Board
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may require either or both parcels of Donated Land for school construction at a
point in time that is earlier in the development of the Project than the Developer
might have contemplated, and therefore, the School Board may, upon one hundred
eighty (180) days notice to the Developer, require the Developer and School Board
to proceed to the inspection period and due diligence activity to prepare for the
conveyance of either or both of the parcels of Donated Land so that the sites may
be ready for development of Educational Facilities within eighteen (18) months
following receipt of notice to convey from the School Board to the Developer.
(iii) Conveyance Procedure. In all events, the Developer's
conveyance of the Donated Land to the School Board shall be made in accordance
with the School Board's then current policy for the acceptance of dedicated or
conveyed lands. The Developer shall convey marketable title to the same together
with easements for off-site stormwater treatment and drainage necessary for the
development of the school site, all of which shall be subject to the reasonable
review and approval of the School Board, free and clear of all encumbrances.
Requirements for the actual conveyance of the Donated Land(s) shall include but
not be limited to a statutory warranty deed, payment by the Developer for title
insurance, documentary stamps, recording fees, and curing of title defects, if any,
and environmental site clean up, if any.
(iv) Off-site Infrastructure Improvements. Developer will
complete all off-site infrastructure improvements to the relevant portion of Donated
Land in order to meet the time requirements of School Board for planning, design,
construction and operation of the applicable school. "Off-site Infrastructure
Improvements" shall include, without limitation, publically dedicated paved access
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roads accepted for maintenance by the City and/or Volusia County, electric power,
telephone, cable TV, sewer and water, and stormwater facilities, all to the boundary
or entrance of the applicable school site at a point reasonably acceptable to School
Board and Developer. Sewer and potable water facilities incidental to the Project
shall be dedicated to and maintained by the City. Stormwater incidental to this
Project shall be maintained by a Community Development District formed pursuant
to Chapter 190, F.S. Other utility infrastructure, including without limitation cable
television, will be maintained by the appropriate utility provider with jurisdiction over
the same. In the event any of the foregoing are not publically dedicated, then they
shall be located in easement areas for which easements shall not be capable of
defeat. Maintenance requirements associated with such easements shall be borne
by the City. All' of the Off-site Infrastructure Improvements as provided herein shall
be sufficient to meet School Board requirements for operation of a school on the
Donated Land. Developer also agrees to grant temporary easements to School
Board from publically dedicated roads and utilities to the boundary of the relevant
portion of Donated Land for ingress and egress and construction access and
temporary utilities at the time the property is donated to the School Board, which
temporary easements shall not be capable of defeat, and which easements shall
remain in place until the Off-site Infrastructure Improvements are completed. The
Off-site Infrastructure Improvements shall be completed prior to the opening of any
school facility upon the Donated Land. The purpose of such temporary easements
is to enable the School Board to have legal access to the Donated Land at all times
and to have access to the school sites for purposes of constructing the schools,
before permanent dedicated and improved access to each school site is complete.
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Such easements shall not be terminated until the recordation of the final plat
dedicating the permanent roads and utilities.
The stormwater treatment system for development on the Donated Land and on
the remainder of this Project will be maintained by a Community Development District
formed pursuant to Chapter 190, F.S., a home owners' association or property owners
association formed for that purpose, or failing that the Developer will remain responsible
for the continued administration and maintenance of the stormwater treatment system
until one or the other of the identified entities is formed and assumes the task of
operation and maintenance of the stormwater system such that the use and
development of the Donated Land under and pursuant to this CEA shall not be delayed
or compromised. In any event, the School Board shall not be responsible for payment
of any assessment, dues or any other charges under any such entity"
(v) Additional Rights of School Board and Developer.
Following conveyance of the Donated Land by Developer, the School Board shall
have the right to dispose of the Donated Land to any unrelated third party. The
Developer shall have the right of first refusal for the subject land. The School Boad
shall obtain an appraisal and offer to the Developer for the appraised value. The
Developer shall have thirty (30) days in which to accept, reject or provide a
counteroffer. School Board shall have no obligation to accept an offer less than the
appraised value. In the event that the developer declines said purchase, the
School Board shall have the opportunity to dispose of the property in the Board's
best interest.
(e) School Concurrency Review. Notwithstanding the commitments
made by Developer under this Agreement, upon submission of an application for
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102392116.13
Preliminary Plat, Site Plan, or Subdivision Plan, Developer shall be required to undergo
school concurrency review in accordance with the requirements of Volusia County
School Board Policy 613. The School Board shall be copied on all Biennial Reports
required under the Project's DRI Development Order.
5. Developer Representations and Covenants: Joinder bv City In the
event the Developer breaches any of the terms set forth in this Agreement, the School
Board shall provide the City and Developer with a written notification explaining the
circumstances of said breach(es) and the remedy to correcUresolve said
breach(es). Within ten (10) days of receipt of School Board's notification, Developer
shall have thirty (30) days within which to cure all noted deficiencies. If Developer fails
to remedy the breach(es) within the thirty (30) day time period, the City shall discontinue
the issuance of all residential building permits and certificates of occupancy for the
residential units upon the Property and shall discontinue the processing of any
residential approvals for the Property. Notwithstanding the foregoing, nothing
herein shall preclude the School Board from waiving all or any portion of any
breach by the Developer so as to allow residential development to continue.
Developer represents and warrants to School Board and the City that this
Agreement has been entered into freely and voluntarily by Developer without
coercion, duress, or undue influence, and with full understanding and awareness of
the circumstances, consequences and ramifications of such a waiver. Developer
waives the right to bring any action against School Board or City and is estopped
from claiming in any future litigation that the conditions of this Agreement are
illegal, improper, unconstitutional or in violation of statute or law. The parties
hereto intend that the City shall be a party to and a beneficiary of the waiver,
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~
representations and warranties contained in this paragraph and as a party to this
Agreement shall be fully entitled to rely upon and enforce any and all provisions of
the same that lie within its sphere of responsibility. Accordingly, the City shall
execute this Agreement in the space provided to signify its joinder in the same.
School Board shall rely upon the assertions made in this Agreement and agrees to
issue its certification based upon Agreement's execution by all Parties.
6. Miscellaneous.
(a) Term. This Agreement shall remain in force through the build-
out date of the Property's DRI Development Order, unless the Agreement is
otherwise terminated by the parties hereto. In the event that, for any reason, the
Property's DRI Development Order is not approved, this Agreement shall be null
and void.
(b) Recordinq; Runs with Land. This Agreement shall be recorded
in the Public Records of Volusia County, Florida by the School Board and the recording
fee shall be paid by Developer. This Agreement shall bind the successors and
assigns of Developer, the School Board and the City and shall be deemed to be a
burden on and running with the Property.
(c) School Attendance Areas. The parties agree that nothing in this
Agreement shall be interpreted to restrict the School Board's sole authority to determine
school attendance areas. Pursuant to Section 612, Volusia County School Board
Policies, the needed capacity improvements, as determined by the implemented School
Concurrency program, will be placed in the School Board's Five Year Work Plan no
later than the time of approval by the City of a final site plan or final plat for the
2,OOOth residential dwelling unit.
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(d) Notices. All notices, demands, requests, consents, approvals, and
other communications (collectively, "Notices"), required or permitted to be given
hereunder, shall be in writing and sent by facsimile (or bye-mail or by similar device) or
by either: (i) registered or certified air mail, postage prepaid, return receipt requested;
or, (ii) special delivery service (e.g., Federal Express, UPS, etc.); addressed to the party
to be so notified as follows:
If to Developer, to:
with a copy to:
If to School Board, to:
with a copy to:
102392116.13
Donald Mears
Hammock Creek Green, LLC
300 International Parkway, Suite 130
Lake Mary, FL 32746
Phone: (407) 942-0040
Fax: (407) 942-0068
Email: don@gs-f1orida.com
Baker & Hostetler, LLP
Attn: Ted R. Brown, Esq. I Allison E. Turnbull, Esq.
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, Florida 32801
Phone: (407) 649-4000
Fax: (407) 841-0168
Email: trbrown@bakerlaw.com;
aeturnbull@bakerlaw.com
Saralee L. Morrissey
School Board of Volusia County
3750 Olson Drive
Daytona Beach, FL 32124
Phone: (386) 947-8786 X50772
Fax: (386) 947-5847
Email: smorriss@volusia.K12.fl.us
City Manager
City 'of Edgewater
104 North Riverside Drive
Edgewater, FL 37132
Attention: Tracey Barlow
Phone: 386-424-2400
Fax: 386-424-2409
Email: citymanager@cityofedgewater.org
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;"
The address or party to whom notice shall be sent may be changed at any
time by either party by delivery of Notice to the other.
(e) Entire AQreement. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject matter
hereof and it may be modified only by a written document executed by all parties hereto.
The parties hereby acknowledge there are no representations, understandings,
agreements, terms or conditions not contained or referred to in this Agreement and that
this Agreement supersedes any prior written or oral agreements, representations, or
inducements.
(f) Applicable Law. This Agreement shall be interpreted and
construed in accordance with the laws of the State of Florida.
(g) Attorney's Fees. In the event that either party shall be required to
enforce the terms of this Agreement, the prevailing party shall be entitled to recover the
costs spent on enforcement from the other, including but not limited to attorneys' fees
and paralegals' fees for pre-trial, trial, and the cost of any appeal.
(h) Headinqs. The section and paragraph headings in this Agreement
are for convenience only and do not contribute to or diminish the substantive portions of
this Agreement.
(i) Counterparts. This Agreement may be executed in one or more
counterparts, which when combined, shall constitute one original agreement.
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0) Construction of Aqreement. Each party has participated in the
drafting of this Agreement. In the event of a dispute hereunder, this Agreement shall
not be construed in the favor of any party.
(k) Mutual Cooperation. The parties acknowledge and agree that, due
to the development of the Project as a DRI and the length of time required to achieve
build-out, circumstances may arise that are unanticipated at the time of this Agreement
and are therefore not contemplated under its terms. As such, the parties agree to
cooperate throughout the life of the Project in order to address any such unforeseen
circumstances and work together in good faith to reach a resolution of the same.
[Signature blocks appear on following pages.]
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102392116.13
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
as first set forth above.
THE SCHOOL BOARD OF VOL
By:
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'4(i!oess~s Sig{latLtre '. .
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~tName ~ A
AA~. ~
. V~esses Sig ture ~
..)tA.rctle e.- L. (>J(Jr/'I.sS-e..l1
Print Name /
STATE OF FLORIDA
COUNTY OF VOLUSIA
On this 9~, day of j),.( ('.~..-.-'tr ,2008, before me, an officer qualified to take
acknowledgments, personally appeared f!!!f;J who produced as
identification or ~ who is personally known to me to be the person described in and
who executed the foregoing and who ( ) did or ( ) did not taken an oath and he
acknowledged before me that the above is true and correct to the best of his
knowledge.
9~ WITNE~ . my hand and official seal in the State and County aforesaid, this
-day of / ~(" e.r.- 6e-r- ,2008.
-
Notary uOlic, State of Florida
My Com 'ssion Expires: Lj-rl-c?
",UH", KA
l~<I>r"'~' REN A. GIESElMAN
N :;~ MY COMMISSION' DO 385768
<;j-... ...;ll EXPIRES: April 19, 2009
'~,~r.lf.\"" Bonded Thru Notery PttlIic Urdetwrtt'FI
Attest: ~ ~.~
Mat A. Smith, D.Ed., Secretary
19
102392116.13
. I
STATE OF FLORIDA
COUNTY OF VOLUSIA
On this 9-f'L, day of ~j)-e~' l--.- Lvt',2008, before me, an officer qualified to take
acknowledgments, personally appeared U who produced as
identification or ~ who is personally known to me to be the person described in and
who executed the foregoing and who ( ) did or ( ) did not taken an oath and he
acknowledged before me that the above is true and correct to the best of his
knowledge.
4V~WITNESS my hanZd and official seal in the State and County aforesaid, this
-L.::.day of Ue~'.e......-.ed" , 2008.
-
l~\.:;.trit;;... KAREN A. GIESElMAN
~~ "@~}*1 MY COMMIS~I~ . DO 385768
.-:.~tl EXPIRES. April 19. 2009
'.'lr..'Ji1<' Bonded TIlIu N~ry PtlIlIit u__...
c_._.
Notary P lie,' State of Florida
My Commis ion Expires: 0/9- ([ /
20
102392116.13
:
ATTEST:
CITY OF EDGEWATER, FLORIDA, a
municipal corporation
ito~~
City Clerk
, City Attorney
STATE OF FLORIDA
COUNTY OF VOLUSIA
~ foregoing i.9.strument was acknowledged before me thisStl"-- day of
. UC.IJV.-.t, 200,3, by rn.c.h(7.LI L. Tko.-r.aS on behalf of the City of Edgewater, a
Florida mu'nicipal corporation. They ar(personally known to @or who have produced
as identification and who [ ] did I)(] did
not take an oath.
~ '--f9j..~
Notary Public, State of Florida .
My Commission Expires: (ho-rc.h
~\"""
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~ . c,oMMISSlO. OA_'
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21
102392116.13
"DEVELOPER"
HAMMOCK CREEK GREEN, LLC,
a Delaware limited liability company
By: Hammock Creek Green Holdco,
LLC, a Delaware limited liability
company, its sole member
By: GS Florida Green Land,
LLC, a Delaware limited liability
company, its sole member
By: GS Florida, LLP, a Florida
limited liability partnership, its
Asset nage
By:
-;I-
Title:
'- i~~~
Witness Signature
~cPa-H-(f<
Print Name
STATE OF FLQRIDA . r-:
COUNTY OF >E>>l/~OU:::;
~
~ On this )/daLof
'<:tv'l~~. M~>,.-J e.- ,as I ~ 't.....M f GS Florida, LLP, a Florida
limited liability partnership, as Asset Manager of G Florida Green Land, LLC, a Florida limited
liability company, as sole member of Hammock Creek Green Holdco, LLC, a Delaware limited
liability company, as sole member of Hammock 9feek Green, LLC, a Delaware limited liability
company, on behalf of the company, (~ who produced as
identification or (_) who is personally known to me. ~
~ss my hand and official seal in the State and foresaid, this L day
of ~008.
SANDRA M. SCHNETTLER
Notary Public - State of FIoIldI
. . ?At Commission Expires J'J/ 25, 201
~.. Commission II :->r- :,7""~
~~...,.. ..... . .
"" Bonded By Nationa,' '-' . "'.,.
22
102392116.14
EXHIBIT "A"
LEGAL DESCRIPTION
The south li2 of the Southwest 1/4 and the South 1/2 of the Southeast 1/4, Section 31, Township
17 South, Range 33 East; the South 1/2 of the Southwest 1/4, the Southwest 1/4 of the Southeast
1/4, the Southeast 1/4 of the Southeast 1/4, the Soutll\vest 1/4 of the Northeast 1/4 of the
Southeast 1....4, the Southeast 1/4 of the Northeast 1/4 of the Southeast 1/4, the Northeast 1/4 of the
Northeast 1/4 of the Southeast 1/4, the Southeast 1/4 of the Southeast 1/4 ofthe Northeast 1/4 and
the Northeast li4 of the Southeast 1/4 of the Northeast 1....4, Section 33, Township 17 South.
Range 33 East; tlle South 1/2 of the Northwest 1i4, the South 1(2 of the Northeast 1/4, the
Southwest 1/4 and the Southeast 1/4, Section 34, Township 17 South, Range 33 East; that portion
of the South 1/2 of dIe Northwest 1/4 and the Southwest 1/4, lying southwesterly ofInrerstate 95,
Section 35, Township 17 South, Range 33 East; a portion of Section 6, Towuship18 South, Range
34 East, lying southwesterly ofInterstate 95; all of Section 1 and 2, T owuswp 18 South, Range 33
East; and Section 3, TO\'>l1ship 18 South, Range 33 East, excepting therefrom five (5) acres in
Govemment Lot 14, Described as follO\vs: Beginning at the Southeast comer of said Section 3:
thence West 011 the South line of said Section 660 feet; thence North 330 feet; thence E.'lst 660
feet to the East line of said Section 3; thence South on the Section line 330 feet to the place of
beginning; ALL being more particularly described as follows: For a Point ofBeguming,
commence at the southwest comer of said Section 3, thence North 000 23' 50" West, along the
west lille of said Section 3, a distance. of 9268.62 feet to the south lit1e of said Section 32; thence
South 880 53' 05" \Vest, along said somh title of Section 32, a distance of 1121.77 feet to the
southwest corner of said Section 32; thence North 01045' 25" \Vest. a distance of 1317.75 feet to
the northwest comer of said SOUtll 1/2 of the Southwest 1/4 of Section 32: thence North 880 48'
27" East, a distance of 5316.15 feet to the northwest corner of said South li20fthe Soutll\vest 1/4
of Section 33; thence North 880 44' 41" East, a distance of 3973.41 feet to the northwest comer
of said Southeast 1i4 of the Southeast 1/4 of Section 33; thence North 01045' 54" West, a
distance of 663.33 feet to the nortlm:est comer of said Southwest 1/4 of the Northeast 1/4 of the
Southeast 1/4 of Section 33; thence North 88044' 01" East, a distance of 661.32 feet to the
northwest corner of said Southeast 1/4 of dle Northeast 1/4 of the Southeast 1/4 of Section 33;
thence North 010 50' 38" \Vest, a distance of 1990.46 feet to the northwest comer of said
Northeast 1/4 of the Southeast 1/4 ohhe Northeast 1/4 of Section 33; thence North 88041' 43"
East, a distance of 658.58 feet to the nortl1we.5t comer of said South li2 of the Northwest 1/4 of
Section 34; thence North 880 35' 24" East, a distance of 5193.36 feet to tlle northeast comer of
said South 1/2 of the Northwest 1/4 of Section 35; thence North 880 01' 06" East, along the north
IUle of said South 1/2 of the Northwest 1/4 of Section 35, a distance of 884.36 feet to the westerly
right ohm)' of Interstate 95; thence southeasterly along said westerly right of way the followitlg
four (4) courses: South 39053' 36" East, a distance of 452.54 feet; thence South 29052' 56" East,
a distance of 1053.25 feet; thence South 29':> 53' 27" East, a distance of 1127.04 feet; thence
South 290 53' 23" East, a distance of 1141.37 feet to the east line of the Southwest 1/4 of Section
35, Township 17 South, Range 33 East; thence South 020 12' 1 T' East, along said east line of the
Southwest 1/4; a distance of 700.28 feet to the southwest comer of the Southeast 1/4 of said
Section 35; tllence North 88044' 36" East, along the south litle of said Southeast 1/4, a distance
of 370.66 feet to said westerly right of way of Interstate 95; thence southeasterly along said
westerly right of way the follmvulg four (4) courses: South 29052' 54" East, a distance of
1270.66 feet; thence South 290 53' 55" East, a distance of 1005.54 feet; thence South 29052' 1 T'
East, a distance of 825.17 feet: thence 939.01 feet along the arc of a curve to the right being non-
tangent to the last described litles, said curve having a radius of 8419.42 feet, a central angle of 6C
23' 25" and a chord of938.53 feet which bears South 26041' 16" East; thence South 00015' 12"
West, leaving said right of way ofInterstate 95 and along a line non-tangent to said curve, a
distance of 5905.65 feet to the south line of Section 6, Township 18 South, Range 34 East; thence
23
102392116.14
North 89'=' 44' 48" \Ve~t. along said south line of Section 6, a distance of 3825.35 feet to the
southeast corner of said Section 1; thence South 890 19' 23" West, along the south line of said
Section 1. a dist.ance of 5288.04 feet to the southe~t comer of said Section 2; thence South 890
14' 48" \Vest, along the south line of 5aid Section 2, a dis.tance of 5299.92 feet to the southeast
comer of said Section 3; thence North OO'J 10' 15" \Vest, along the ea~t line of s.aid Section 3, a
dis.tance of 330.00 feet; thence South 890 01' 09" West, a distance of 660.00 feet; thence South
000 20' IS" East, a distance of 330.00 feet to the south line of Section 3; thence South 890 01'
09" West, along the south line of Section 3. a distance of 4619.20 feet to the Point of Beginning.
Containing 5181.4 acres more or le%.
24
102392116.14
102392116.14
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