City of Groveland Minutes City Council Meeting Monday, May 05, 2025 The Groveland City Council held a regularly scheduled meeting on Monday, May 05, 2025 in the E.L. Puryear Building located at 243 S. Lake Avenue, Groveland, FL 34736. Mayor Keith Keogh called the meeting to order at 7:08 p.m. with the following members present: Vice Mayor Barbara Gaines, Council Members Amy Jo Carroll, Judith Fike, and Mike Radzik. City officials present were City Manager Michael Hein, Clerk Virginia Wright, Sergeant-At-Arms Chief Shawn Ramsey and City Attorney Anita Geraci-Carver. As an alternate option the public was provided the opportunity to attend the May 5, 2025 City Council Meeting virtually in listen/watch mode only. A public notice with instructions to participate was posted to the City's website under public notices" at www.groveland-f.gv. and in the display board at City Hall. OPENING CEREMONIES a. Pledge of Allegiance led by Vice Mayor Barbara Gaines b. Invocation provided by Pastor Ben Brittan, Bay Lake Missionary Baptist Church GUEST SPEAKER, PRESENTATIONS AND PROCLAMATIONS > Proclamation - Child Abuse Prevention Month Vice Mayor Gaines read the proclamation into the record in its entirety. Beth Gearhart accepted the proclamation on behalf of GFC Counseling. Proclamation - Water Safety Awareness Month Council Member Carroll read the proclamation into the record in its entirety. Proclamation = Motorcycle Safety Awareness Month Council Member Fike read the proclamation into the record in its entirety. Sheryl and David Mertz accepted the proclamation on behalf of ABATE of Florida, Inc. Lake County Chapter CONSENT AGENDA Consideration of Approval: A. April 14, 2025 City Council Workshop Minutes B. April 21, 2025 City Council Workshop Minutes C. Resolution 2025-24: Support and collaboration with the Governmental Efficiency Team established by Governor DeSantis A resolution of the City Council of the City of Groveland, Florida supporting Executive Order 25-44, entitled Ensuring Government Efficiency, and Collaboration with the 1 MAY 5, 2025 CITY COUNCIL MEETING MINUTES Govermental Efficiency Team with identifying unnecessary local government spending, creating efficiencies, and saving taxpayer dollars; and providing for an effective date D. Resolution 2025-23: Approving Task Order for Willdan EAR A Resolution of the City Council of the City of Groveland, Florida, approving proposal for EAR planning services dated April 11, 2025 submitted by Willdan Engineering; authorizing the City Manager to enter into a contract with Willdan Engineering; providing for an effective date. A staffrecommended request to approve Willdan consultant services to assist, prepare, and transmit the City of Groveland's Evaluation Appraisal Report (EAR) Amendment to Florida Department of Commerce (FDOC) no later than January 5, 2026. City Clerk Wright read the Consent Agenda into the record. Motion: Council Member Fike moved to approve the Consent Agenda; seconded by Council Member Carroll. Public Comment: None. Motion passed with all Council Members present voting aye OLD BUSINESS 1. Consideration of Approval: Resolution 2025-20 Adoption of Joint Planning Agreement between City of Groveland and Lake County A Resolution of the City Council of the City of Groveland, Florida, adopting a joint planning agreement with Lake County, Florida, as authorized pursuant to sections 163.01 and 163.3171 Florida Statutes; providing for directions to the City Clerk, and providing for an effective date. A staff recommended request to approve the Joint Planning Agreement between the City of Groveland and Lake County to guide planning and development within the City's utility service area for both incorporated and unincorporated properties. City Clerk Wright read Resolution 2025-20 title into the record. Community & Economic Development Director Tim Maslow provided an overview of the Joint Planning Agreement as attached to these minutes as Attachment 1. Commissioner Sean Parks reported the Joint Planning Agreement (JPA) is a big deal for Lake County. He thanked City Council and staff for working together on this item. Unified standards = Dark Sky Initiative headlining the nation. Shared standards. 2 MAY 5, 2025 CITY COUNCIL MEETING MINUTES Kathleen Dial, Lake County Executive Director Development Services, thanked City Council and staff for their efforts on the JPA. The JPA will be presented at the Lake County Board of County Commissioners Meeting scheduled for May 20, 2025 for consideration of approval. Motion: Council Member Radzik moved to approve Resolution 2025-20 Adoption of Joint Planning Agreement between City of Groveland and Lake County; seconded by Council Member Carroll. Council Member Radzik asked if there would be an agreement regarding the funding of upgrades to the roads before they were turned over to the City. City Manager Hein reported one of the concessions was Lake County agreeing to put aside the Road Transfer Agreement, separate from the JPA. He noted the JPA would sunset if not completed within six (6) months. The Road Transfer Agreement would include a funding agreement which would detail who would be responsible for which roads, how the roads would be funded, and what levels of service the roads would be bought to. Public Comment: Keith Breedlove inquired if the pending legislation was likely to adversely affect the Joint Planning Agreement with Lake County. Mayor Keogh reported there would be more on the topic coming up. However, for now it was not law until signed by the Governor. Motion passed with all Council Members present voting aye 2. Discussion & Direction: Neighborhood Huddle Meetings City Manager Hein reported this item was a continuation of the previous Council Meeting. The cost to hold Neighborhood Huddle Meeting was estimated at three thousand dollars ($3,000) per meeting in direct/indirect costs. City Manager Hein respectfully requested that staff be included in scheduling conversations to ensure availability and to be included in the agenda conversation to ensure the appropriate staff members were available. Council supported the continuation of the meetings, with improved scheduling and agenda input. Motion: Vice Mayor Gaines moved to approve the continuation of Neighborhood Huddle Meetings; seconded by Council Member Fike. Public Comment: Keith Breedlove stated he was a supporter of the Neighborhood Huddle Meetings. He felt it was the only way a lot of residents would get to see and interact with their representatives. Motion passed with all Council Members present voting aye 3 MAY 5, 2025 CITY COUNCIL MEETING MINUTES NEW BUSINESS None. PUBLIC COMMENT Jennifer Eastridge requested a follow-up on the contract audit she asked for at a previous meeting regarding Jeff Gerling and Alpha Inspections. Mayor Keogh asked City Manager Hein to follow up with Ms. Eastridge. Alan Joyce opposed commercial rezoning near Palisades; suggested green space instead. Brandon Moore offered to volunteer in any area needed in the City. He also suggested a prorated tax system to support long-time residents. Banks Helfrich discussed the responsibility of public service and resident representation. REPORTS Council Member Radzik Nothing to report at this time. Council Member Carroll > Toured the Aquaponic Farm Toured Hope International Church and attended Senior Signing Day at Hope Preparatory Academy > Attended Cherry Lake Tree Farm Outside Collab Event > Met with a concern resident regarding a crosswalk at 565A and Max Hooks Road > Met with owners of Boast Only CrossFit Gym > Spoke with a few residents who reported having brown water. > Attended Libby's Legacy Rack & Rhinestones fundraising event Reported on the elementary school lockdown incident and commended the Groveland Police Department for their quick actions keeping everyone safe Council Member Fike > 4/24 Toured the Oak Tree Union Colored Cemetery of Taylorville > 4/24 Attended information session hosted by Cherry Lake Farm > 4/24 Attended Outside Sustainability Landscape Collab 2025 at Cherry Lake Farm > 4/24 Attended and participated in the District 4 Neighborhood Huddle Meeting > 4/25 Attended the Hope Preparatory Academy College Signing Day > 4/25 Attended the Arbor Day Event held at Cherry Lake Park > 4/26 Attended the Keep Lake Beautiful 10th Anniversary Event > 4/26 Attended Libby's Legacy Rack & Rhinestones fundraising event > 4/30 Attended the South Lake High School Drama Showcase held at Lake David Park > 5/03 Attended community outreach event with Pastor Bloem/Better Life Worship Center > 5/03 Attended ribbon cutting ceremony for High Achievers Kingdom Academy Preschool > 5/03 Attended the Farmer's Market > 5/03 Attended the City of Mascotte Cinco de Mayo Event 4 MAY 5, 2025 CITY COUNCIL MEETING MINUTES Council Member Fike requested Council consensus to send a letter to Governor DeSantis vetoing Senate Bill 1730. All Council Members present concurred. Vice Mayor Gaines > Toured Marathon Healthcare facility with City Manager Hein > 4/25 Attended the Arbor Day Event held at Cherry Lake Park > 5/01 Attended the Business Spotlight for Full Spectrum Professional Services at the Cemetery. Vice Mayor Gaines noted Jim Huntley spent countless hours pouring love into the cemetery. 5/03 Attended ribbon cutting ceremony for High Achievers Kingdom Academy Preschool Mayor Keogh > Mayor Keogh shared a PowerPoint presentation and provided a copy of the Economic Incentive and Development Agreement for the Avalon Project. Mayor Keogh noted this item is not for Council to take action on at this time. He requested Council review the key sections of the Avalon agreement and highlighted concerns: TIF revenue sharing; 50% impact & permit fee reductions; Train Depot preservation conditions; Marketing obligations and infrastructure reimbursements. Council concurred to review and to place on the next Council Meeting Agenda for discussion. City Manager Hein Nothing to report at this time. City Attorney Geraci-Carver City Attorney Geraci-Carver announced there would be a Closed Session Meeting scheduled for May 12, 2025 at 8:00 p.m. or as soon as possible thereafter concerning the case titled Zuniga/Mahon VS. The City of Groveland, Case No. 35-2023-CA-001922. The meeting would be held in the E.L. Puryear Building, 243 South Lake Avenue, Groveland, Florida. The discussion would be closed to the public, pursuant to Florida Statutes 286.01(8) Attorney-Client Session. Attendees were: Mayor Keith Keogh, Vice Mayor Barbara Gaines, Council Member Amy Jo Carroll, Council Member Judith Fike, Council Member Mike Radzik, City Manager Mike Hein, City Attorney Anita Geraci-Carver and Litigation Attorney Susan G. Gainey. ADJOURNMENT Mayor Keogh adjourned the meeting at 8:31 p.m. 5 MAY 5, 2025 CITY COUNCIL MEETING MINUTES 1 Groveland FLORIDA CiywihNatmicham A Keith Keogh, Mayor A /1 1 Attest: Virginia Wright, City Clerk 6 ATTACHMENT 1 JOINT PLANNING AGREEMENT future land use JOINT PLANNING AGREEMENT Land Use an nd Use Transportation Conservation Conservation Conservation : Overlays Economic Development Next step: adoption by Lake County Board of County Commissioners Roadway transfer agreement required within six months of adoption 224% City of Groveland ATTACHMENT 2 Avalone Project Groveland Avalon Project This Agreement shall apply to any after acquired property contiguous to the Property and consistent with the project (pg 3. paragraph 5) Agreement will remain in effect for a period of thirty years (pg3.paragraph 6) TIF Incentive (Tax Increment Financing) Developer will be entitled to receive 50% of the TIF revenue generated by the Project (PG 4, Paragraph 7A) Project will be eligible to receive 50% of TIF Funds associated with the corresponding phase for a period of 30 years (Pg 4, paragraph 7A) (Sunset of TIF Incentive) .6 years of completion of the SR 50 Realignment.. The city Manager may administratively approve one, 2 year extension. (pg. 4, Paragraph 7A, item 3) Impact Fee Reduction 50% Reduction on Impact Fees The City will reduce City impact fees charged to Developer by 50%, including but not limited to water and wastewater connection fees (pg 4, paragraph 7B, item 1) Application The reduction will be applied directly at the time the impact fees are due and collected by the city (pg 4, paragraph 7B, item 2) Permit Fee Reduction 50% Reduction in City Permit Fees The City will reduce all City permit fees charged to the Developer by 50% including planning fees, engineering fees, water conservation fees, building permit fees, and fire fees Application The reduction will be applied directly at the time a permit fee is due and collected by City Expedited Permitting Streamlined Approval Process The City will provide an expedited permitting process for the Project during development, with a project manager assigned to oversee the permitting process (Pg 5, Paragraph D) Brownfield Redevelopment Assistance Brownfield Redevelopment Assistance The City may, with City Council approval, provide matching funds or additional TIF revenues specifically earmarked for site cleanup activities on the Property (pg5, paragraph E, item 1) Public Infrastructure Improvement Contributions Shared Infrastructure Costs The City will reimburse the developer the cost of any off-site public infrastructure improvements requested by the City, such as road enhancements, or utility upgrades. (pg 5, paragraph F, item 1) At the time of City's approval of the cost, the mechanism for reimbursement will be determined, which may include an additional percentage of TIF Funds, or a direct financial reimbursement (pg 5, paragraph F, item 1) Public Amenities Ifthe Project includes public amenities, such as parks, plazas, or community spaces open to the general public, the city may provide additionalfunds or grants to support the development and/or maintenance of the public space (pg 5, paragraph F, item 2) Marketing and Promotion Support City Marketing Campaign The City will partner with the Developer to promote the Project through a City marketing campaign which may include joint advertising efforts, public relations support and participation with the Developer in regional and state-level economic development initiatives (pg 5, paragraph G, item 1) Launch Event The City will host a groundbreaking ceremony and other public events to raise awareness of the Project and its benefits, 9 attracting potential Ltenants, investors and community support (Pg 5-6, paragraph G item) GROVELAND - - Preservation is of utmost importance Train Depot No later than the issuance of a permit for vertical construction within 225' of any part of the train station, the Developer will convey to the City via special warranty deed the land area underneath the train depot, and a 10' perimeter buffer for landscape and hardscape improvements. The train depot must be deeded to the City within 60 days of the final plat. (pg. 6, paragraph 8) Train Depot Provided the City obtains funding, the City will refurbish the train depot prior to completion of construction and issuance of a certificate of occupancy on any building within the Project (pg. 6, paragraph 8) If the City has not refurbished the train depot or an agreement with the Developer has not been entered in to prior to the certificate completion of occupancy of any building within the Project, then the City, via special warranty deed, will convey the property back to the Developer with no requirements from the developer for the train depot including preservation. (pg. 6, paragraph 8) Representation and Warranties of City This agreement has been validly approved by City Council, has been executed and delivered by City and the enforceability hereof is not subject to impairment on the basis of any public policy or police power (pg 9, paragraph 17, item B) Contract Signed 8 &9 Days after The Election "DEVELOPER" executed INV oa WITNESS dbe dates specified WHEREOF, below Owner, Developer and Cityh have caused ths Agroement tol beduly Signed, Sealed and Delivered AVALON GROVELAND! DEVELOPMENI, "OWNER" int thep presence of LC,aFlondal limrted labhtye company Signed, Scaled andi Delivered CARABAO INTERNATIONAL, LLC mt the presence of aFlondal lamted! lablitycompany es ais By. cofwtessno T DEPIRNEL S u Dayen lon By. Zh Pnat Name Jon Demans Date, ApG 12 2028 Signct of tness no 1 - CHIU Manager Pnnt? Name Raynan Orwo Date. tha/ooz ospryoods SRA Ochodo FL 32820 Address afWitoess, 4105 s ApoplaynhdSuamizo - Cierdo FL'2239 tAcLR Gfunbist Signaturec of witness 4 ture ofwntness no Pniat Name, Patnia Lambert Pnat Name Namah Sud Adares of Wmess, S001 Avalon Fde Bld o londn, 52828 Address ofWimess, 4103 s AoMoVparsuepo Condof 62519 STATEOF FLORIDA COUNTY OF. Dronge STATEOF FLORIDA COUNTYOF Crange Swomt toor affirmeda and subscnbed before means sofpphyscal presence orll Jonlne notanzation, this affirmeda 12 day ofNIN, 2024 by, STA Presidant of Avaloa day of 1 Imdsumbedlefamer 2024 by. mebys meins sofpphyscaly presencear!) Joniner notanzstion, this Groveland uc,a Flonda limsted on behalf ECHU B Development, liabity company oft thec company, and who 1s M Flonda lamred labihty on bchalf Mmager, of hon ue to mec ofthe Ttenohad, personally known corlhasp produced_ as produced_ company company, snd wbo Et kmown to mecrIJhas identificanon as identificaton Nuole Kepuko Imcey Aclams (PnntNameo ofNoury) (PrmtNambo LofNotry) N Notaryl Pubhe- -StateofFlenda AMng Notury Public -State ofFlonda Adams Commsson! Number. Commissonl Number. HH241020 Tracey My Commssion Expires 433293 My Commisstoa Expures, glin21 a 15 $338 812021 OF Filed One Month After The Election INSTRUMENT#: 2024141410 OR BK 6440 PG 1402 PAGES: 20 12/4/2024 11:14:24 AM GARY J. COONEY, CLERK OF THE CIRCUIT COURT & COMPTROLLER, LAKE COUNTY, FLORIDA REC FEES: $171.50 Stgned, Sealed and Delivered CITY OF GROVELAND, in the presence of a Flonda murcipality Eyelys hn By. Dom Pnint Name Van Bende Evelyn) yilson, Mayor Address ofy Viness S Lake Ag a INplans 9 S 60re AW Pnnt Name Dooce ADAhiggton Address ofWitness, IS6 S. Laye AC Gandft 34736 ATTEST - Au Virgina Wngn, City Clerk :: EAy APPROVED. ORIBA AS TO FORM ANDI LEGALITY fort use and rehance by the City ofGroveland, Flonda, only Unita a NL Anta Geraci-Carver, City Attomey 34 This Agreement 1S not a statutory development agreement pursuant to Sections 163 3220-163 3243, Florida Statutes known as the "Florida Local Government Development Agreement Act 79 163.3239 Recording and effectiveness of a development agreement.-Within 14 days after a local government enters into a development agreement, the local government shall record the agreement with the clerk of the circuit court in the county where the local government is located. A development agreement is not effective until it is properly recorded in the public records of the county. The burdens of the development agreement shall be binding upon, and the benefits of the agreement shall inure to, all successors in interest to the parties to the agreement.History. S. 29, ch. 86-191; S. 13, ch. 92-129; S. 26, ch. 2011-139. Financial Impact? "This does not impact the General Fund" ?? Revenue Presented For Avalone Tax revenue presented at $25,000,000.00 based on 50% reduction of TIF taxes over 30 years 25,000,000.00 revenue / 30 years = $833,333.00 per year City of Groveland Police Department 535 Living Units 3.1 persons per unit let's use 3 per unit average = 1605 people Groveland is mandated by Charter to have 2.4 officers per 1000 Currently Groveland has 2.0 officers per 1000 SO let's use those figures The fully loaded cost of an officer is $205,000.00 a year Maximum 1605 population X 2.4 officers per thousand = 3.8 officers or $789,660 Minimum 1070 population X 2.0 officers per thousand = 1.7officers or $219,350 City of Groveland Fire Department Personnel and Operating Budget = $6,958,400.00 (figures do not include capital, example $9,000,000.00 for new Station,2.1 million ladder truck) 25,000 residents in Groveland $278.33 per resident Maximum 1605 Avalon Residents X $278.33 per resident = $ 478,229 Minimum 1070 Avalon Residents X $278.33 per resident = $ 297,183 Waste Water, Water - Avalon Example Plant Rehab = plant is at 91% capacity, rehab will double capacity Cost $80,000,000.00 Cost per Current resident for rehab of current facility half at 40,000,000.00 City Population 25,000 Life or Capital Improvement 20 years 80,000,000/2-40,000,000/25,000 city population = 1600.00 per resident X 1605 Avalon residents = $2,568,000/20 years = $128,400 per year for Avalon Same but using 1,070 residents = $1,712,000/20 years = $ 85,600.00 per year Financials Maximum Minimum Water, Wastewater $128,400 Water Wastewater $ 85,600 Police $ 789,660 Police - - 219,350 Fire $ 478,229 Fire 4 297,183 Total Expense $1,387,229 Total Expense $ 602,133 Tax Revenue $ 833,333 Tax Revenue $ 833,333 Deficit per year $ 554,556 Surplus 231,200 * Mid point of max and minimum is a deficit of $161,678 Clawback 11 Clawback In the event the Developer fails to complete an approved development phase where incentives from this Agreement were used for permitting prior to expiration of the building permit, then the Owner and Developer mcluding any successor 1n title, 1S obligated to repay the City an amount equal to the monetary value of the incentives provided for the Project Repayment to the City 1S due within thirty (30) days of expiration of the building permit, unless the City, Developer and Owner enter into a repayment agreement In addition, the Owner and Developer, including any successor in title, consents to the City recording a lien on all or any portion of the underlying Property of the delayed development phase The amount of the City's len will equal the monetary value of the icentives provided for the Project and the City may record the len at any time after termination of this Agreement even if a repayment agreement has been executed by the parties The City may bring an action to foreclose on lien, however, if the parties enter mto a repayment agreement, SO long as payments are current, the City will not exercise its nght to foreclose Any subsequent Owner or Developer who resumes construction will be entitled to the same icentive package as other phases of the development under this Agreement hacroites camnad Kwagse wiiadeti tinclanei idcifiela boeer ivoiras males -A dactecicce osaad Uaddhnh eadk ipatiadanead Ambdstye Allen Depaemar widis sytiolys - cplion Te epricss h bdes S's fer ChiefFiald Oloss aty u aes al p - hal no de STATE OF FLORIDA abere Piarts - DEPARTMENT OF ENVIRONMENTAL PROTECTION Dpéclase tiov au - ipaedlyae sue' Chidi Fscitotial lar cmeofaet fat E - Hahsy pmri srhrird deL Locl Geve an aberpmlek AND qustely. aitingdei lars ia seguoidiadel laoea Twaby a ARTICIEV V RATESANDUSEOFT THEL UTUTYSYSTEM CITY OF GROVELAND, FLORIDA sol. RATE COVERAGE. Loc mainuia Eates midayat wiad de fdes svice fnibilyde sallisify yaen Dbe E E CLEAN WATERSTATE REVOLVING FUND sa. NOFREES SERVICE. -E CONSTRUCTION: LOAN. AGREEMENT ae - Deaiosdhelasto fmihey WW350613 L chohiea fcmtayn 503. MANDATORYO COXNECTIONS Malayoaes Sovers Syam hes bydhes Soas Syaat nase a S04 NOCOMATRCSERMKCE MeloeGoven widel UNEys Syacn Ca allnen : z: on Revc - r tach oll 2 5.02. NO FREE SERVICE. The Local Government shall not Florida Departmeat ofEaviroamental Protection permit connections to, or furnish services afforded State Revolving Fund Program any by, Marjory Stoneman Douglas Builling the 3900 Commonweahh Boulevard, MS 3505 Utility System without making a charge therefore based Tallahassee, Florida 32399-3000 on the Local Government's uniform schedule of rates, fees, and charges. Avalon Project This Agreement shall apply to any after acquired property contiguous to the Property and consistent with the project (pg 3. paragraph 5) Agreement will remain in effect for a period of thirty years (pg3.paragraph 6) Filing Dates on Document INSTRUMENT#: 2024141410 OR BK 6440 PG 1402 PAGES: 20 12/4/2024 11:14:24 AM GARY J. COONEY, CLERK OF THE CIRCUIT COURT & COMPTROLLER, LAKE COUNTY, FLORIDA REC FEES: $171.50 Sworn to or affirmed and subscribed before me by means offx] physical presence or [ I online notarization, this 2 day of! NDV 2024 by Beot Kahli Presidant of Avalon Groveland Development, LLC, a Florida lmited hability company on behalf of the company, and who 1S M personally known to me or [ I has produced as identification NICOLE KOPYIKO Notary Public State of Flonda e Commission # HH 291020 Nivole My Comm Expires Sep 10, 2026 Kepyiko Bonded through National Notary Assn (Print Name ofNotary) Notary Public - State ofFlorda Commission Number HH291020 My Commission Expires 90121p Train Depot underlying real property to the City No later than issuance of a permit for vertical construction within 225' of any part of the tram station, the Developer will convey to the City Via special warranty deed the land area underneath the train depot, and a 10' perimeter buffer for landscape and hardscape improvements The train depot must be deeded to the City within 60 days of the final plat Additionally, the Developer will convey any necessary access and maintenance easements for the benefit of the train depot The historic trai depot will remain mn its existing location unless approved by the City Council and the Community Redevelopment Agency to be moved to an agreed upon location between the Developer and City during the design of the development plans Provided the City obtains funding, the City will refurbish the train depot prior to completion of construction and issuance of a certificate of occupancy on any building within the Project However, the City and Developer may enter into a separate agreement where the Developer would refurbish the train depot prior to the land conveyance If the City has not refurbished the train depot or an agreement with the Developer has not been entered into prior to the completion and issuance of a certificate of occupancy of any building within the Project, then the City, Via a special warranty deed, will convey the property back to the Developer with no further requirements from the Developer for the train depot including preservation In hght of its importance, the train depot 1S a desired amenity eligible for an additional incentive The Developer's successful restoration of the train depot within a public urban plaza dedicated to the City will satisfy, mn full, the open space requirements of the Project, but if the City refurbishes the train depot, then the Developer will only receive a credit towards the open space requirements equal to the area ofland conveyed to the City and the urban plaza INSTRUMENT#: 2024141410 OR BK 6440 PG 1402 PAGES: 20 12/4/2024 11:14:24 AM GARY J. COONEY, CLERK OF THE CIRCUIT COURT & COMPTROLLER, LAKE COUNTY, FLORIDA REC FEES: $171.50 Record and Return To City of Groveland 156 S Lake. Ave AREIURV Grovelan4,FL3476 ECONOMICINCENTIVE ANDI DEVELOPMENT AGREEMENT THIS ECONOMIC INCENTIVE AND DEVELOPMENT AGREEMENT ("Agreement' 1S made ') and entered by and among CARABAO INTERNATIONAL, LLC, a Florida limited hability company, (the "Owner"), AVALON GROVELAND DEVELOPMENT, LLC, a Florida limuted labilty company, (the "Developer" or "Avalon Development Group"), and the CITY OF GROVELAND, FLORIDA, a municipal corporation organized and existing under the laws of the State of Flonda, and the CITY OF GROVELAND COMMUNITY REDEVELOPMENT AGENCY (collectively the "City") WITNESSETH WHEREAS Avalon Groveland Development Group, LLC and its affilates (or the affilates ofthe Company's prncipals'members) are the developers of certain real property within the City that 1S approximately 22/10 +/- acres of real property and which 1S legally described on Exhubit A (the "Property"), and, WHEREAS, using its existing entitlements of the Property, as confirmed by the City, the Developer intends to construct on the Property a walkable, mixed-use, urban development based on Traditional Neighborhood Design and smart growth principles that ncludes multi-stoned buldings with a mixture of uses that will all be within walkable proximty, thus establishing a vibrant, human- scaled environment and reducing dependence on vehicles to meet basic daily needs (the "Project"), and, WHEREAS, the Property 1S adjacent to the forthcoming SR50 Realignment and South Lake Trail "Coast to Coast Trail" and will serve as a Trail Oriented Development providing an. attractive destination for cychists and athletes along the trail and enhancing the overall City's qualty of life, and, WHEREAS the Property IS located m the historic downtown of the City, specifically the Taylorville plat of 1911, and has a Future Land Use designation ofTown and Zoning of Town Core, and, WHEREAS, thel Project 1S consistent with several ofthe City'smaster plans, including the adopted Strategic Plan, CRA Redevelopment Plan, Comprehensive Plan, and Communuty Development Code WHEREAS, thel Project will: serve as a much needed catalyst for downtown redevelopment helping to kickstart additional redevelopment mn the downtown with ifrastructure including, but not limited to, public realm improvements including an urban plaza, restored historic train station, two new north-south bricked streets connecting Broad to the realigned SR50, and more parking in the form of on-street parking, surface parking behind buildings, and potentially structured parking WHEREAS, pursuant to Community Development Code, the purpose of the Community Type 1S to establish or maintamn mixed use, walkable communities that support a diversity of residential and nonresidential uses, and a wide range of housing choices such as townhomes, Live/Work homes, and apartments, and, WHEREAS, the City believes 1t 1S in its best interest to provide the economic and other development assistance set forth herein that will contribute to the overall financial feasibihty ofthe Project, 1/Page Avalon Agreement INSIKUMENT# ZUZ4141410 OR BOOK 6440/PAGE 1403 PAGE 2 of 20 encourage the development and construction of the sources of ivestment, and make the Project the best fit for the City, and, WHEREAS, an Economic Impact Analysis report conducted by Wynne & Associates, LLC and venified by the City's financial consultant firm PFM, found that the Project would result i approximately $50 million m additional ad valorem tax revenue over a 30-year period when compared to a single story conventional commercial development that would create about $10 9 million in ad valorem tax revenue and that this additional revenue will help fund much needed infrastructure mprovements m the downtown, and, WHEREAS, the Project will also serve as a catalyst for the future economic development of the City's historc downtown, and will enhance local business and employment opportunities within close proximity to housing for the City's residents, reduce reliance on regional commuting, and promote the overall economic welfare ofthe City, and, WHEREAS, the City Council 1S desirous of attracting eçonomic investment to the downtown mn order to contrbute to the economic growth ofthe City, provide gainful prospenty, publichealth, and general welfare of the people of the City, and, WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues: resulting from the creation of new jobs 1S beneficial to the local economy, and, WHEREAS, as authonzed by S 166 021(8), Florida Statutes, the City Council of the City may expend publc funds to attract and retain business enterprises, and the use of public funds toward the achievement of such goals constitutes a public purpose, and, WHEREAS, the Project 1s located within the City's downtown Community Redevelopment Area, which by way ofs 163 387, Flonda Statutes, Redevelopment Trust Fund, provides the City with the ability to offer incentives based on increased Tax Increment Financing (TIF) revenues generated by redevelopment, and, WHEREAS, the Project 1S located within a Brownfield Area as defined in S 376 79, Flonda Statutes thereby providing the City with the ability to offer a wide variety of potential incentives such as tax increment financing through communuty redevelopment agencies, as well as regulatory inçentives that may include reduced or waived impact and permitting fees, and technical assistance incentives inclusive of expedited permitting, and marketing and promotion of projects, and, WHEREAS, the City has determined that in order to enhance and preserve the health, education, and welfare of the citizens of the City, and to further benefit the public realm, urban fabric, and economic development of the historic downtown, as descnbed in the Communty Development Code and the Groveland Strategic Plan, it 1S necessary, proper, and desirable to enter into this Agreement with Avalon Development Group, and serves a public purpose NOW THEREFORE, for and m consideration of the mutual covenants and agreements contained herein and other good and valuable consideration each to the other provided, the parties agree as follows 1 Recitals, Exhibits and Appendix The above recitals are true and correct, are incorporated heremn by reference, and form a material part of this Agreement All exhubits to this Agreement are incorporated herem by reference and form a material part ofthis Agreement 2 Authority This Agreement 1S entered into pursuant to the provisions of Article VII, 2/Page Avalon Agreement INSTKUMENT# 20Z4141410 OR BOOK 6440/PAGE 1404 PAGE 3 of 20 Section 2 of the Constitution of the State of Flonda, Chapters 163, 166, and 376, Flonda Statutes, and other applicable provisions of law, and Article 2, Section 2 1, of the City of Groveland Community Development Code 3 City Comprehensive Plan, Code and Development Regulations The Project shall be developed and operated in accordance with the City of Groveland Comprehensive Plan, Code of Ordinances, the City's adopted CRA Plan, and Community Development Code version 4 adopted in Ordinance 2023-20 except where in conflict with the requrements stated heremn 4 Purpose. The purpose of this Agreement 1S to make Avalon Development Group's mixed-use development on the brownfield site m Groveland financially viable and attractive to investors, while also algning with the City's goals for economic growth, environmental sustainability, and community revitalization The incentives provided heremn will be a contrbution toward a broader purpose to stimulate and encourage redevelopment in downtown Groveland transforming it into a vibrant and economically productive part of the city 5 The Project. The Developer construct on the Property a walkable, mixed-use, urban development based on Traditional Neighborhood Design and smart growth principles that includes mixed use, multi-stoned buildings that will ail be Within walkable proximity, thus establishing a vibrant, human- scaled environment and reducing dependence on vehicles to meet basic daily needs on the Property A vertically mixed-use infill development offers several key benefits over conventional lower- density and greenfield projects By bulding up rather than expanding outward, this type of project makes efficient use of already developed land, reducing the need for new infrastructure like roads and utilties, and helping to preserve surrounding green spaçes It promotes a more compact, walkable community, reducing traffic and encouraging alternative transportation options Additionally, by reinvigorating underutilized urban areas, this development spurs local economic growth and fosters a blend of residential, commercial, and recreational spaçes, enhancing the community's vibrancy In Groveland, Flonda, where developers often focus on lower-density projects, this proposal goes beyond standard requirements and practices by introducing higher-density, mixed-use burldings that promote smart growth and sustainable land use Itleverages existing resources, minimizes the environmental impact, and creates a dynamic, interconnected urban environment that serves diverse needs The Project's Concept Plan 1S attached as Exhubit B This Agreement shall apply to any after acquired property contiguous to the Property and consistent with the Project 6 Term The Effective Date of Agreement 1S the date this Agreement 1S fully executed by the last of the parties to do SO after the Groveland City Council approves this Agreement Provided a building permit 1S appled for and issued for vertical construction of a multi-story, mixed use bulding within three (3) years of the completion of the FDOT SR 50 Realgnment FPID Number 427056-1 (heremnafter "SR 50 Realgnment"), then the Agreement will remain in effect for a penod of thurty (30) years for each Project phase following the issuance of each phase's certificate of occupancy for any building within the Project, or the remaining operational timeframe of the City's CRA whichever IS sooner, or shall terminate upon the earler of (a) 90 days after the City delivers wntten notice to the Developer that (1) the Developer has breached 1ts representations, warranties, covenants, or other obligations in this Agreement in any material respect or defaults, as heremnafter defined, provided that the Developer has not cured the same within such 90 day period or, ifs such default 1S not capable ofbeng cured within such 90 day period, the Developer has commenced to cure within such 90 day prior and diligently pursues such cure to completion, or (b) the Developer or any of its employees or agents commits fraud or willful misconduct i connection with this Agreement In the event of termination, the 3IPage Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1405 PAGE 4 of 20 City and the Developer shall have no further obligations under the terms of this Agreement, except any obligation of the Developer to repay the City and the City's remedies related to repayment as provided m paragraph 12 shall survive termination of this Agreement 7 City Contnbution In exchange for the Developer constructing the Project, the City agrees to the following incentives A Tax Increment Financing (TIF) Incentive Structure The Developer will be entitled to receive 50% of the TIF revenue generated by the Project as calculated by the City (the "TIF Funds") Beginning in the tax year after the issuance of the first certificate of occupancy of the first mixed use, multi-story building within the Project and annually thereafter for a total of thirty years, the City will rebate to the Developer the' TIF Funds Each phase ofthe Project will be eligible to receive 50% of TIF Funds associated with the corresponding phase for a period of30 years beginning in the tax year in which that phase receives its certificate of occupancy Within sixty days of payment of the annual ad valorem taxes to the Lake County tax collector forthel Property, thel Developer must submit to the Citya a wrtten request for disbursement of the TIF Funds accompaned by a receipt for payment from the tax collector The formula for calculating the TIF Funds 1S attached hereto as Exhibit C Use ofTIF Funds The Developer IS limited m its use oft the TIF Funds to the following construction of public works or improvements, site preparation, infrastructure or utihty improvements, and reconstruction of buldings, capital costs inclusive of construction expenditures, parking, impact fees, real property assembly costs, professional services, and environmental remediation Sunset of TIF Funds Incentive The TIF Funds entitlement IS available for any vertical construction of a multi-story mixed use bulding receiving a ceruficateofoccupancy withnsx(Oyearsofihe completion of the SR 50 Realignment 9 unless otherwise extended by the City Manager or City Council as hereafter provided The City Manager may admunustratively approve one, 2-year extension Any additional extension requires City Council approval Vesting ofTIF Funds Inçentive Provided thel Developer timely pays the annual ad valorem taxes to Lake County tax collector annually and submuts the required wntten request for disbursement ofTIF Funds, TIF Funds will contmnue to be paid based on mmprovements completed on the date this Agreement 1S terminated early or the date the TIF Funds Inçentive sunsets, whichever 1S appliçable The formula for calculating 1S set forth in Exhibit C B Impact Fee Reduction 50% Reduction of City Impact Fees The City will reduce City impact fees charged to the Developer by 50%, including but not lumited to water and wastewater connection fees Application The reduction will be appled directly at the tume the impact fees are due and collected by the City 4IPage Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1406 PAGE 5 of 20 C Permit Fee Reduction 50% Reductionin City Permit Fees The City will reduce all City permit fees charged to the Developer by 50%, including planning fees, engmneenng fees, water conservation fees, burlding permit fees, and fire fees Application The reduction will be appled dtrectly at the time a permit fee IS due and collected by the City D Expedited Permitting Streamlined Approval Process The City will provide an expedited permitting process for the Project duning development, with a project manager assigned to oversee the permitting process Pnonity Review by the City The Project will receive pnionty i the permitting queue, allowing for faster processmg of applications, inspections, and other required City approvals E Brownfield Redevelopment Assistance Environmental Remediation Support The City will assist the Developer in applying for federal and state grants, and/or Iow interest loans to be used for environmental remediation of the Property assoçiated with redevelopment The City may, with Council approval, provide matching funds or additional TIF revenues specifically earmarked for site cleanup activities on the Property Statel Brownfield Incentives Thel Developer may also be eligible for state Brownfield redevelopment incentives, including job creation tax refund, voluntary cleanup tax credits, and refund on sales and use tax paid on building materials The City will cooperate and provide assistance as needed in the Developer's pursuit of state incentives F Pubhc Infrastructure Improvement Contnbuton Shared Infrastructure Costs The City will reimburse the Developer the cost of any off-site publc infrastructure mprovements requested by the City, such as road enhancements, or uttlity upgrades To be eligible for rembursement the City's approval of the cost must be received m advance of the Developer proceeding Atthe time ofCity's approval of the cost, the mechanism for rembursement will be determined, which may include an additional percentage ofTIF Funds, or a direct financial remmbursement Public Amenities Ifthe Project includes public amenities, such as parks, plazas, or communuty spaces open to the general public, the City may provide additional funds or grants to support the development and/or maintenance of the public amenities G Marketing and Promotion Support City Marketing Campaign The City will partner with the Developer to promote the Project through a City marketing campaign which may include joint advertising efforts, publc relations support, and participation with the Developer in regional and state-level economic development initiatives Launch Event The City will host a groundbreaking ceremony and other 5Page Avalon Agreement INS IKUMENT# ZUZ4141410 OR BOOK 6440/PAGE 1407 PAGE 6 of 20 public events to raise: awareness ofthe Project and its benefits, attracting potential tenants, investors, and community support 8 Desired Amenity - Tramn Depot The train depot has historical significance for the City and its preservation 1S of utmost mportance The parties agree benefits resulting from the preservation of histonc tram depots include economic development, city center revitalization, heritage tourism and communty prde The Developer recognizes the public benefit m dedicating the histonc train depot and underlying real property to the City No later than issuance of a permit for vertical construction within 225' ofany part of the trai station, the Developer will convey to the City via special warranty deed the land area underneath the train depot, and a 10' perimeter buffer for landscape and hardscape improvements The tramn depot must be deeded to the City within 60 days ofthe final plat Additionally, the Developer will convey any necessary access and maintenance easements for the benefit of the train depot The historic train depot will remain in its existing location unless approved by the City Council and the Community Redevelopment Agency to be moved to an agreed upon location between the Developer and City during the design of the development plans Provided the City obtains funding, the City will refurbish the train depot pnior to completion of construction and issuance of a certificate of occupancy on anybulding within the Project However, the City and Developer may enter into a separate agreement where the Developer would refurbish the train depot prior to the land conveyance If the City has not refurbished the train depot or an agreement with the Developer has not been entered into prior to the completion and issuance of a certificate of occupancy of any building within the Project, then the City, via a special warranty deed, will convey the property back to the Developer with no further requirements from the Developer for the train depot icluding preservation In lght of its importance, the train depot IS a desired amenity eligible for an additional incentive The Developer's successful restoration of the train depot within a public urban plaza dedicated to the City will satisfy, in full, the open space requirements of the Project, but if the City refurbishes the train depot, then the Developer will only receive a credit towards the open space requirements equal to the area ofl land conveyed to the City and the urban plaza 9 Annual Reporting Complance A The City shall, pursuant to S 166 021(8)(e), Flonda Statutes, annually report to the State of Florida Office of Economic and Demographic Research all grants in excess of $25,000 00 given to the Developer during the previous fiscal year B Annually the Developer must submit a written report to the City detailing how any funds, including TIF Funds, were spent in the City's previous fiscal year (Oct 1 - Sept 30), and provide supporting documentation, ifr required by the City 10 Default In addition to a farlure to meet any of the other terms set forth m this Agreement, the following also constitute a default for which this Agreement may be terminated A The Developer suffers an event ofbankruptcy or insolvency, or files an assignment for the benefit ofcreditors Ifwithin 18 months ofthe filing ofany oft the foregoing events, a new Developer assumes responsibilty for completing any Project phase that was delayed due to bankruptcy or insolvency, this Agreement shall remain in effect and will not be terminated B The Developer becomes delinquent in the payment of any ad valorem taxes, assessments, or fees C Failure to remedy code complance violations 11 Clawback In the event the Developer fails to complete an approved development phase where incentives from this Agreement were used forp permitting pnior to expiration ofthe bulding permit, then the Owner and Developer icluding any successor in title, IS obligated to repay the City an amount 6IPage Avalon Agreement INSTKUMENT# 2UZ4141410 OR BOOK 6440/PAGE 1408 PAGE 7 of 20 equal to the monetary value of the incentives provided for the Project Repayment to the City IS due within thurty (30) days of expiration of the burlding permit, unless the City, Developer and Owner enter into a repayment agreement In addition, the Owner and Developer, includmng any successor in title, consents to the City recording a len on all or any portion of the underlying Property of the delayed development phase The amount of the City's hen will equal the monetary value of the icentives provided for the Project and the City may record the hen at any time after termination oft this Agreement even if a repayment agreement has been executed by the parties The City may brng an action to foreclose on lien, however, if the parties enter into a repayment agreement, so long as payments are current, the City will not exercise its right to foreclose Any subsequent Owner or Developer who resumes construction will be entitled to the same incentrve package as other phases of the development under this Agreement 12 Transportation A The Developer, at ts own expense, shall design, engineer, permit and construct all thoroughfare improvements within the Property and Site Access Improvements, as hereafter defined, in addition to any improvements required by and mn coordination with FDOT Internal thoroughfare improvements must be designed using the principles and characteristics defined by the thoroughfare type requirements in the Community Development Code adopted as version 4 in Ordinance 2023-20, including on-street parking B Site Access Improvements include new North-South streets depicted on the Concept Plan attached as Exhibit B, and any improvements required by FDOT as a result of development of the Project Construction by the Developer of the Site Access Improvements vests the Project against further required City transportation requirements and City fees, if any Provided the phase 1 preliminary plat IS approved by the completion of the SR 50 Realignment, transportation capacity for the Project 1S vested, and such vesting shall remain in effect for ten (10) years from preliminary plat approval If approval of the phase 1 preliminary plat occurs after the completion of the SR 50 Realignment, for each year approval IS delayed, the vesting perod 1S reduced C The City anticipates "Complete Street" improvements consistent with Exhubit D to Broad Street will be designed, funded and constructed pror to the commencement of the Project Complete Street improvements incorporate landscaping, street trees, seating, sidewalk pavement and/or pavers, widening of sidewalks if applicable, cycle lanes and traffic calming measures The Developer must develop utilizing the same Complete Street concepts, design, materials and plantings for a cohesive visual appearance 13 Reclaimed Uhlity Connection to the City's Reclaimed Utility 1S not required because reclaimed service 1S not available 14 Water and Wastewater Utlities A The Developer, at ts own cost, must design, permit and construct the water and wastewater utility service infrastructure within the Property All specitications and plans must be submitted to the City for review and approval (not to be unreasonably withheld, delayed or condtioned) prior to permitting and construction Construction of all improvements shall be in accordance with the City of Groveland's requirements, FDEP standards and sound engineering practices 7/Page Avalon Agreement INSTKUMENT# 2U24141410 OR BOOK 6440/PAGE 1409 PAGE 8 of 20 Upon approval of construction plans of Phase 1 (93 multi-family unts & 12,000 sq ft of non-residential, or other combination of multi-family unuts and non- residential sq ft that equals or IS less than the ERUS of the preceding combination), potable water capacity for the entire. Project 1S reserved for 10; years from approval of construction plans of Phase 1 In order to own the capacity for the entire development program, the Developer must pre-pay impact fees for Phase 1, or begin construction of impact fee credit eligible potable water improvements B The City has no wastewater collection and treatment capacity for the Project Wastewater treatment will be provided to the Project by the Sampey Wastewater Treatment Plant ("WWTP ) The City, at the time of execution ofthis Agreement, IS mn the design phase to double the treatment capacity of the Sampey WWTP to two million gallons per day The tentative schedule for completion of the Sampey WWTP capacity improvements 1S September 2026 Upon completion of the capacity improvements to the Sampey WWTP and approval of construction plans of Phase 1 (93 multi-family units & 12,000 sq ft of non-residential, or other combination of multi-family unts and non-residential sq ft that equals or 1S less than the ERUS of the preceding combmmation), wastewater capacity for the entire Project IS reserved In order to own the capacity for the entire development program, the Developer must pre-pay the 50% required impact fees for Phase 1, or begin construction of impact fee credit eligible wastewater umprovements 15 Storm Water The City recognizes development of the Project with the allowable densities and intensities under the' Town Core: zoning will require off-site storm water facihties to acheve the City's and the Developer' s desired development Therefore, storm water capacity for the Project will be provided off-site in shared City and/or FDOT storm water facilities 16 Representations and Warranties of Owner and Developer The Owner and the Developer, i addition to any other representations and warranties set forth herein, do hereby give and make the following representations and warranties, as of the date hereof, each ofwhich 1S matenal and 1S benng relied upon by City All of such representations and warranties are made to the best of the Owner's and the Developer's knowledge and belief, respectively A The Owner and the Developer each has the full nght, power, and authonty to enter into thus Agreement and to consummate the transactions contemplated heren and to perform all covenants and agreements hereunder B The execution and delivery of this Agreement and the consummation of the transactions contemplated heremn shall not and do not constitute a violation or breach by the Owner of any: provision of any agreement or other instrument to which the Owner 1S a party nor shall it result in or constitute a violation or breach of any judgment, order, writ, mnjunction or decree issued agaist the Owner C The execution and delivery of this Agreement and the consummation of the transactions contemplated heren shall not and do not constitute a violation or breach by the Developer ofany provision ofany agreement or other instrument to which the Developer IS a party nor shall it result in or constitute. a violation or breach ofa any. judgment, order, writ, injunction or decree issued agamst the Developer The Owner further represents and warrants that no public official or employee was paid a contingency fee, commission, gift, or other consideration, or made promises by the Owner as an inducement to entering into this Agreement 8Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1410 PAGE 9 of 20 E The Developer further represents and warrants that no public official or employee was paid a contingency fee, commission, gift, or other consideration, or made promises by the Developer as an inducement to entering into this Agreement 17 Representations and Warranties of City City, in addition to any other representations and warranties set forth heremn, does hereby give and make the following representations and warranties, as ofthe date hereof, each ofwhich 1S material and IS being reled upon by the Owner and the Developer All of such representations and warranties are made to the best of City's knowledge and behef A City has the full nght, power, and authonty to enter into thus Agreement and to consummate the transactions contemplated herein and to perform all covenants and agreements of City hereunder B Thus Agreement has been validly approved by City Council, has been duly executed and delivered by City and the enforceability hereof 1S not subject to impairment on the basis of any public polcy or police power 18 Availabihty of Funds The City's obligations under this Agreement are contingent upon availabilty of lawfully appropnated funds for the Project and this Agreement The City shall not be obligated to make any payment under this Agreement or any installment thereof except from the non-ad valorem revenues or other legally available funds provided for that purpose, that neither the faith and credit nor the taxing power ofthe City or ofthe State of Flonda or any poltical subdivision thereof, and that the Developer, or any other person whomsoever, shall never have any nght, directly or indirectly, to compel the exercise of the ad valorem taxing power ofthe City of the State of Florida or any political subdivision thereof for payment under this Agreement or any installment thereof 19 Litigation and Attorneys' Fees If any party to this Agreement shall bring suit in connection with the enforcement or interpretation of any provisions hereof, the prevarling party on any issue in any such litigation and any appeals therefrom shall be entitled to recover from the other party (ies), mn addition to any other rehef granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorneys' fees and paralegals' fees incurred prior to tnal, at tral and on appeal The provisions of this subsection shall survive termination of this Agreement 20 Time of Essence Time IS of the essence of thus Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto Waiver of performance or satisfaction of timely performance or satisfaction of any condition or covenant by ether party shall not be deemed to be a waiver oft the future performance or satisfaction thereof or of the performance or satisfaction of any other condition or covenant unless specifically consented to in wnting Whenever a date specified herem shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day 21 Execution and Counterparts To facilitate execution, the parties hereto agree that thus Agreement may be executed and faxed to the other parties and that the executed fax shall be binding and enforceable as an onginal, the parties agree to fully execute two (2) onginals of this Agreement This Agreement may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalfof, each party, or that the signatures ofall persons required to bind any party, appear on each counterpart, it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts All counterparts shall collectively constitute a single agreement 9IPage Avalon Agreement INSTRUMENT! 2024141410 OR BOOK 6440/PAGE 1411 PAGE 10 of 20 22 Captions and Paragraph Headings Captions and paragraph headmngs contained in this Agreement are for convenience and reference only and in no way define, descrbe, extend, or lumit the scope or content ofthus Agreement nor the intent ofany provision hereof 23 Notices Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given as of the date and time the same are personally delivered, transmitted electronically (1 e, facsimule device) or within three (3) days after depositing with the Unted States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or withn one (1)d day after depositing with Federal Express or other overnight delivery service from which a receipt may be obtained, and addressed as follows To the Owner CARABAO INTERNATIONAL, LLC Attn El Chuu 6480 Deacon Circle Windermere, FL 34786 With a copy to To the Developer AVALON GROVELAND DEVELOPMENT, LLC 3801 Avalon Park El Blvd, Ste 400 Orlando, FL 32828 With a copy to To the City City Manager City ofGroveland 156 S Lake. Ave Groveland, FL: 34736 With a copy to City Attorey 1560 Bloxam Avenue Clermont, FL: 34711 or to such other address as ether party hereto shall from time to tume designate to the other party by notice in writing as herein provided 24 Governing Law and Bindmg Effect The interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Flonda The terms and provisions ofthis Agreement shall bind, and the benefits and advantages hereof shall inure to and be enforceable by, the parties hereto as well as their respective successors and permitted assigns Whenever used herem, the singular name shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders Any causes of actions ansing hereunder shall be tried in the court of competent junsdiction in Lake County, Florida 10/Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1412 PAGE 11 of 20 25 Integrated Agreement, Waiver and Modification This Agreement (together with the documents specifically referred to heremn, any agreements with Lake County, and any other related development agreement that may be entered into by the parties) represents the complete and enture understanding and agreement between and among the parties hereto with regard to all matters ivolved in this Agreement and supersedes any and all prior or contemporaneous. agreements, whether wnitten or oral This Agreement may not be modified or amended, nor may any provision contained herein be waived, except in wnting signed by all parties, or ifs such modification, amendment or waiver 1S for the benefit of one or more of the parties hereto and to the detriment ofthe others, then the same must be in wnting signed by all parties to whose detriment the modification, amendment or waiver inures The parties agree additional agreement(s) may be entered ito at a future date, including but not lumited to joint or shared parking facilities 26 Severability Ifany sentence, phrase, paragraph, provision, or portion ofthis Agreement 1S for any reason held invald or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and interdependent provision and such holding shall not affect the vabdity of the remaming portion hereof 27 Further Assurances Each party hereto shall each take all such additional actions and execute and deliver all such additional documents and instruments as may be required in order to fully effectuate all actions contemplated by this Agreement 28 Assignment Owner's nghts and obligations under this Agreement will run with the land and may be assigned to and assumed by any successor m iterest to Owner The purpose, terms, and conditions contained heren shall be bindmng upon the Owner or any successor and/or assignee The Developer, as the prospective purchaser, agrees to be bound by the purpose, terms, and conditions contained herenn, at the time the Developer applies for any development order or building permit, or upon being vested with title to the Property, whichever occurs first 29 No Thrd-Party Beneficiaries This Agreement 1S solely for the benefit of the parties signed hereto and no nght, nor any cause of action, shall accrue to or for the benefit ofany thrd party 30 Force Majeure The parties shall not be deemed to be in breach oft thus Agreement for failure to perform by any specified date due to acts ofGod, fire, flood, hurncane, epidemic, labor strke, act of terrorism, act of government, or any other cause or event beyond the reasonable control of and without fault of the party required to perform Under such circumstance, the dates sO specified shall be extended for a period equal to the length ofthe delay caused by the force majeure, unless a different date or extension penod IS mutually agreed to by the City, the Developer, and ifapplicable, the Owner 31 Relatonshp This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the City, and/or the Developer and the Owner Nerther the Owner nor the Developer have authority to act on behalf of, or otherwise obhgate or bind, City in any manner Each party hereby acknowledges that it 1S sophisticated and prudent in business transactions and 1S acting for its own account Each party has made its own independent decisions to enter into this Agreement and as to whether the same 1S appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary Each party hereby acknowledges that it IS proceeding at its own nsk and that the other party IS not actig as a fiduciary for or an adviser to it with respect to this Agreement or any responsibihty or obligation contemplated herenn 32 Personal Labuity No provision of this Agreement 1S intended, nor shall any be 11/Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1413 PAGE 12 of 20 construed, as a covenant ofany official (erther elected or appointed), drector, employee or agent ofCity in an individual capacity and neither shall any such individuals be subject to personal labihity by reason of any covenant or obligation of City hereunder 33 Enforcement The City of Groveland Code Enforcement Special Master shall have authorty to enforce the terms and conditions set forth in this Agreement and to recommend that the Agreement be revoked, in its entirety or in part In the event of any breach m any of the terms or conditions ofthis Agreement or any default or failure ofOwner, successor, or assignee to comply with this Agreement, with the codes ofthe governmental agencies having lawful and appropnate jursdiction thereon, this Agreement may be revoked after a publc hearing before the City Council The City and the Developer will attempt m good faith to resolve any controversy arising out of or relating to this Agreement prior to the commencement of enforcement action or litigation 34 This Agreement 1S not a statutory development agreement pursuant to Sections 163 3220-163 3243, Flonda Statutes known as the "Flonda Local Government Development Agreement Act' ?9 SIGNATURES ON FOLLOWING PAGES I 12/Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1414 PAGE 13 of 20 IN WITNESS WHEREOF, Owner, Developer and City have caused this Agreement to be executed on the dates specified below duly "OWNER" Signed, Sealed and Delivered CARABAO INTERNATIONAL, LLC in the presence of a Florda limited habilty company SK QMm lcon dk. By Zh Signatye of Witness no 1 ELI CHIC Manager Print Name Rauymnan I rown Date Ilha/20z4 Address ofWitness 4105 S ApopkanhSudnizo Olardo FL 32819 yah 6 - ) Signature of witness no 2 Print Name Mymek Sud Address of Witness 4105 S AppVinehrdeule 120 Crlondo FL 62819 STATE OF FLORIDA COUNTY OF range Sworn to or affirmed and subscribed before me by means physical 13 offx] presence or [ 1 online notarization, this day of IL, 2024 by ELI CHIU Manager of Flonda limited GA boa Duternahual LLC habihty company on behalf of the company, and who 1S IN personally known to me or [ 1 has / produced as identification Imcey Aclams (Prnt Namé aadapy ofNotary) 113124 - ain Notary Public State ofFlonda Adams a Commission Number 433393 Tracey J My Commission Expires 8l51 12027 My, CoRRISsgA HH 433383 < F I SBiPage Avalon Agrcement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1415 PAGE 14 of 20 "DEVELOPER" Signed, Sealed and Delivered AVALON GROVELAND DEVELOPMENT, in the presence of LLC, a Florida limited labilty company Aur Qulais By Signature of Witness no DER Ayr Print Name Jn Demaas Date NDE 122028 Address of Witness 8a43 osprcy vooods Cr Orlaoco FL 32820 hthsca fanbst Signature of witness no 2 Print Name Patnia Lambert Address of Witness 3001 Avalon Padke 3lvd Orlando, AL 32828 STATE OF FLORIDA COUNTY OF orange Sworn to or affirmed and subscribed before me by means ofpx] physical presence or [ 1 J online notarization, this 12 day ofNDV, 2024 by Beot Kahli President of Avalon Groveland Development, LLC, a Florida limited labihty company on behalf of the company, and who 1S M personally known to me or [ I has produced as identification NICOLET KOPYFKO Notary Public State of Flanda Commissiun #HH 291020 Nole Keppyko My Comm Expires Sep 10, 2026 Name of Bondedt through! National Notary Assn (Print Notary) Notary Public = State of Florda Commission Number HH291020 My Commission Expires 90/21 14IPage Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1416 PAGE 15 of 20 "CITY" Signed, Sealed and Delivered CITY OF GROVELAND, in the presence of al Florida municipality Lawbe pley By Evelyn Wiloon Print Name lan Benaler Evelyn Wilson, Mayor Address of Witness 5l0 Q Lake Ae ArNblarot, L 344 31 Bsvorete Print Name DoKe pAhinghon Address of Witness IS6 S. Lakce ANe Gvulandtl' 3473 6 ATTEST - - A - JM - A < Lissi Virgina Wngit, City Clerk 2 * EA APPROVED AS TO FORM AND LEGALITY CN for use and relance by the City ofGroveland, Flonda, only Qnita Kevci-GN Anta Geraci-Carver, City Attorey 15Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1417 PAGE 16 of 20 Signed, Sealed and Delivered CITY OF GROVELAND COMMUNITY, in the presence of REDEVELOPMENT AGENCY Byfoolyn Print Name Lashb wboory Lca Berder EvelynWilson, Chairman Address ofVitness 5l B.Lake NL Amilart A f 7310 Print Name ADI A wDAhington Address ofWitness LS6 a LAlCe Ave. GAyeland : 373 lo ATTEST C in luvhi LJ Jdlp G Virgima Woght, City Clerk SEAL. APPROVED AS TO FORM AND for use and relancel * LEGALITIAS by the City ofGroveland, a BORD Florida, & CRA only Onta Merasi oMN - Anita Geraci-Carver, City Attomey LIST OF EXHIBITS Exhubit A Legal Desenption/Depiction Exhibit B Concept Plan Exhibit C TIF Funds calculation formula Exhibit D Street Design 16/Page Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1418 PAGE 17 of 20 EXHIBIT A LEGAL DESCRIPTION WITH DEPICTION OF THE PROPERTY AL"A/NSPS LAND TLC SLRVEY SECnON 24 1Oasif sm RANC: 24 CAS- S"CTON 19 TOWMSP SO.T4 RANCE 25 EAST T LAKL COLNIY FLORIDA I r 7 FEE - F E - - 1 - - - - - = - - : - - ENE DA - d 5 M E TE Emrs sa - - - E - - : a I I 55 : % E - = E - a I - 17/Page Avalon Agreement INSTRUMENT 2024141410 OR BOOK 6440/PAGE 1419 PAGE 18 of 20 EXHIBIT B CONCEPT PLAN 50 33 AVALON PARK GROUP r A0.0 18IPage Avalon Agreement INSTRUMENT# 2024141410 OR BOOK 6440/PAGE 1420 PAGE 19 of 20 EXHIBIT C TIF FORMULA CALCULATION Total Tax Lake County Lake County Water tactement Fund AIL KeyNumbers $820180 CiryaiGroveland Lake Coumy Ambulance Authosty Rebate CRAT Taa nefement Jalue ent Dr'e sEcoromic Pcerive and Dav-pmeriAgremen A CRA1 Tak nerementviwei Artef trproveTens CRA1 Taxi nefementlzlte! Incteasel Isubtract. -eA tom une)) C Dwidel unetby! 1,000 0 MuagePaleAacpasvyCDemment E TctaiAdVatnrem TaxPadtoCnADKuIspe une Dnylnet) F CRA1 Tax nefementf Fund Rebate % G 50% S0b 50% 50% CRA1 Taxn mefementi und Renate $ H Total Tax Lake County Lake County Water Inclement Fund ALL KeyNumber1 1585020 CHyo! Graveland Lake County Ambulance Authonty Rebate CRAT Taxa ncfement Vale on D3co ofEconomle reentive and Development Agteemert A CRA1 Taxinrfementvalue! Allef improvements B CRA Tuxinefementy Vale Inclease SubtractucA trom Lsle D) C Dwidel Lnel Eby 1,000 D Mulage Rate Aicp.edtyLocai Govemment E ToalAdVsloremi TaxPaldt CRA(Mulaple! Lne ObyuneE Ey F CRAI Temeement! Fund Rebate % G 501 5040 504 5096 CRAT Tax mefement Fund Rebate S H TotalTax Lake County Lake CountyWater lacfement Fund ALL. KeyNumber 1102803 CkyeiGoveland Lake County Ambulance Authorty Rebate CRA Taxu incement Value on Da'cotE Ecoromie Uicentive: and Development Agfeement A CRAT Taxu tnerementy Vallc Artet tmpruvemens a CRAT Taxi ncfemertValJel tncfease SYRILREAteLeO, C Dinde une! Eby 1.000 0 Malage RateA Matpedylo.sOormaen E TotalAdV Vatorem APaGAP-UOWLng F CRAT Tax unctementr Fund Rebate % G 50 5016 50% 50% CRA Taxtnerement Fundl Rebate $ H TotalTax Lake Courty Lale CountyWater inctementFund ALL. KeyNumber 1505241 ChyoiGroveland Lake County Ambutance Authortty Rebate CRA1 Taxincrement Value on Date otE Economic trcende and Development Agleemet CRA Jax acfement Vale Alter tmprovemens B CRA1 Taxincremen V3ue Inetease BIGTActUA:ATOmum:O C DNide Line Eby .000 D Malage Rate Adep edby LocaGavemmert E TotatAdVatorem IaxPad DCRA (Kulaplelunet ObylneE) F CRAT Tax Increment Fund Pebate % G 50% 501 504 50% CRA Tax melement rund Rebate S H TOTALT TAXI INCREMENTFUND TOBEI REBATED $(Add UneHfor Each Alt, KeyKumber) Note une Aand UneBfor cechAit Key Number to De provdedt byt the Lake County Propelty Appraiset 19IPage Avalon Agreement INSTKUMENI# 2024141410 OR BOOK 6440/PAGE 1421 PAGE 20 of 20 EXHIBIT D STREET DETAIL FOR NORTH-SOUTH ROADS STREET A small-scale conrestor 4 stae. IS urbai n characa, 41D7 "aiss) surDs, dosed zanage, e sidewalks, parallel cark-ng, Dees n indadwal p'anng areas, and buidings aligned on shcrt setbacks ROW Width EC -a2 Curb Radius 5-15 Lanes 2/10-12 wide) Median Onjonal Sidewalk. Required, 5 Yade Both sdes Lighuing: Required Bike Facilites: Shared Lane Canopy Trees Required every 55 wbt 19 landscape stnp ar 8 vada buh-cuts Design Speed: 23-25 MPH 20Page Avalon Agreement