Developers Agmts_Park Street Commerce Center Official Records Flle#2024002892 Page(s) 17
RETURN TO: Jerald D Bryant
SCOTT WINCH,ESQUIRE Clerk of the Circuit Court&Comptroller
KING HUX,LLC Okeechobee. FL Recorded 3/15/2024 4 55 PM
603 EAST FORT KING STREET Fees. RECORDING$146.00
OCALA,FLORIDA 34471 M DOCTAX PD$0.00
MASTER DEVELOPMENT AGREEMENT
This Master Development Agreement(this"Agreement")by and between the CITY OF OKEECHOBEE,
a municipal corporation of the State of Florida ("City"), and PARK STREET OKEECHOBEE, LLC, a Florida
limited liability company("Developer"), is entered into effective as of the Effective Date.
A. Developer is the owner of the Property, and Developer intends to develop the Project on the Property,
subject to the Project Approval.
B. The City acknowledges that the Project will benefit the City's residents and is an appropriate use of the
Property, and Developer and the City desire to establish certain terms and conditions relating to the development
of the Project and wish to establish certainty as to the ultimate development of the Property.
NOW, THEREFORE, in consideration of the conditions, covenants and mutual promises set forth herein
and of benefits accrued to each party, the City and Developer agree as follows:
1. Recitals; Exhibits. The foregoing recitals and all exhibits attached hereto are incorporated herein
and by this reference made a part of this Agreement.
2. Definitions. Unless otherwise expressly provided herein, the following words and phrases when
used herein will have the meaning hereinafter specified:
a. "Association"means the Park Street Property Owners Association, Inc., a Florida not-for-
profit corporation, and its successors or assigns.
b. "City" means the City of Okeechobee, Florida, a municipal corporation of the State of
Florida, and all departments, boards, committees, agencies, and instrumentalities subject to the jurisdiction
thereof.
c. "City Administrator"means that Person acting as the city administrator for the City.
d. "Civil Engineer"means American Civil Engineering Co. do Johnny Herbert, IV,P.E.
e. "Common Property"means collectively, and will be deemed to include, all real property
or interest therein which the Association owns, leases, or other otherwise holds possessory or use rights in
intended by Declarant for the common use and enjoyment of the owners of Lot(s),together with all improvements,
fixtures, and tangible personal property now or hereafter situated thereon and all appurtenant easements. By way
of illustration and not in limitation, the Common Property includes: (i) the Surface Water Management System;
(ii) the Utility Improvements; (iii) the Project Signs; (iv) entrance features, artwork and security structures and
features of the Project; and(v) any other areas or improvements on or within the Property which are designated
by Declarant as Common Property from time to time.
f. "Comprehensive Plan"means the comprehensive plan known as the City of Okeechobee,
Florida Comprehensive Plan, as adopted by the City pursuant to Florida Statutes.
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g. "County"means Okeechobee County, a political subdivision of the State of Florida.
h. "Developer"shall mean Park Street Okeechobee,LLC,a Florida limited liability company,
and any successors or assigns thereof that (i) acquire an interest in any portion of the Property from Developer
pursuant to sale or ground lease for the purpose of the development and resale or sublease and(ii) is specifically
assigned rights as Developer hereunder by Developer pursuant to an express written assignment. Upon execution
and recording of such assignment, the assignee will be deemed"Developer" hereunder to the extent set forth in
such assignment.
i. "Declaration" means that certain Declaration of Covenants, Conditions, Easements, and
Restrictions for the Park Street Commerce Center, as it may amended from time to time, recorded in the Public
Records.
"Declaration of Cross Access and Sanitary I'Y Sewer Easement" means that certain Cross
Access and Sanitary Sewer Easement, as depicted on the Plat, serving Lot 1 and Lot 2.
k. "District"means the South Florida Water Management District.
1. "Master Site Plan" means that certain master site plan prepared by American Civil
Engineering Co. for the Project and approved by the City, which regulates the overall development of the Project
within the Property and governs the administrative review of other site plans related to the Project.
m. "Land Development Regulations" means ordinances, rules, regulations, policies,
procedures, and guidelines in effect on the Effective Date, which have been enacted and implemented by the City
for the regulation of any aspect of development and includes the Comprehensive Plan and any Local Government
zoning, rezoning, environmental review, subdivision, building construction and site design, utilities, stormwater
regulations, transportation concurrency, and sign regulations and any other laws, ordinances, rules, regulations,
policies, procedures, and guidelines controlling the development of, or construction upon, land, which together
comprise the effective land development regulations governing the development of the Property as of the Effective
Date.
n. "Local Government" means any city, county, municipality, special district, or local
government entity established pursuant to law which exercises regulatory authority over, and grants Permits for,
land development and has authority over the Property.
o. "Lot(s)"means a parcel or parcels of land within the Property owned by Developer and/or
its successors and assigns, and/or the current record title holder of said parcel(s). The initial Lots included within
the Property for the Project are Lot 1, Lot 2, Lot 3, Lot 4, and Lot 5.
p. "Lot 1"means the Lot labeled as"Lot 1"on the Plat.
q•
"Lot 2"means the Lot labeled as"Lot 2"on the Plat.
r. "Lot 3"means the Lot labeled as"Lot 3"on the Plat.
s. "Lot 4"means the Lot labeled as"Lot 4"on the Plat.
t. "Lot 5"means the Lot labeled as"Lot 5"on the Plat.
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u. "Lot 1 Site Plan" means that certain site plan for an automated car wash with vacuum
stations ("Car Wash") prepared by American Civil Engineering Co. and approved by the City, comprised of a
scaled and dimensioned site plan with landscaping, elevation, and floor plans submitted for the Car Wash.
v. "Lot 2 Site Plan" means that certain site plan for the Culver's Restaurant ("Culver's")
prepared by Kimley-Horn and approved by the City, comprised of a scaled and dimensioned site plan with
landscaping, elevation, and floor plans submitted for the Culver's.
w. "OUA"means the Okeechobee Utility Authority.
x. "Permit" means, without limitation, any building permit, zoning permit, subdivision
approval, rezoning, certification, special exception, variance, ordinance, development order, or any other official
action of Local Government having the effect of permitting the development of land.
y. "Person" means a natural person, partnership, joint venture, firm, corporation, limited
liability company,association,trust or enterprise,or any government or political subdivision,agency,department,
or instrumentality thereof.
z. "Plat" means that certain final plat prepared by BSM & Associates for the Project and
approved by the City,which establishes the Lots within the Property,including the boundaries and dimensions of
the Lots.
aa. "Project" means a mixed-use real estate project known as Park Street Commerce Center
to be developed on the Property in accordance with this Agreement and which will include a mix of uses as
permitted by this Agreement, and to the extent not in conflict with this Agreement, the Land Development
Regulations, and site improvements, including stormwater,utilities, landscape, on-site signage,parking, lighting,
and other improvements in conformance with the Master Site Plan.
bb. "Project Approval" means collectively those certain rights and entitlements granted to
Developer in accordance with the approval by the City and other Local Government of the Plat,Master Site Plan,
Lot 1 Site Plan, Lot 2 Site Plan,the Declaration, this Agreement, and all other applicable recorded instruments.
cc. "Property" means the real property described on Exhibit A located within the boundaries
of the City owned, or which hereafter may be owned, by Developer and/or its successors and assigns, all or
portions of which may, from time to time, be added to the scheme of, and be encumbered by, this Agreement as
part of the Project.
dd. "Public Records"means those certain Official Records as recorded with the Clerk of Court
in the Public Records of the County.
ee. "Roadways" means collectively Tract A, Tract B, and the Roadway Tract as depicted on
the Plat, including all related improvements to the Roadways.
ff. "Roadway Infrastructure" means collectively Tract A and Tract B, including all related
improvements to the Roadway Infrastructure.
gg. "Roadway Tract"means that certain Roadway Tract, as depicted on the Plat, including all
related improvements to the Roadway Tract.
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hh. "Stormwater Tract A" means that certain Stormwater Tract A, as depicted on the Plat,
including all related improvements to Stormwater Tract A.
ii. "Stormwater Tract B" means that certain Stormwater Tract B, as depicted on the Plat,
including all related improvements to Stormwater Tract B.
jj. "Surface Water Management System"means any portion of real property,improvement,
work, or feature such as swales, ditches, canals, flow ways, impoundments, berms, ponds, lakes,
retention/detention areas, conservation areas, culverts, and pumps required or described in any permits issued by
the District and any other applicable governmental agency for the management and storage of surface waters,
drainage, and flood protection for the Property and adjacent areas and identified as an element or component of
the Surface Water Management System by Declarant at the time such is conveyed or transferred to the
Association.
kk. "Tract A" means that certain Tract A, as depicted on the Plat, including all related
improvements to Tract A.
11. "Tract B" means that certain Tract B, as depicted on the Plat, including all related
improvements to Tract B.
3. Term. This Agreement shall become effective only after the last one of the following events have
occurred("Effective Date"): (a)the conveyance of the fee title to the Property to Developer, and the recordation
of the deed or deeds effecting such conveyance in the Public Records; and(b) execution of this Agreement by the
City and Developer. The term of this Agreement shall commence as of the Effective Date and shall continue and
be binding on all parties and all Persons claiming under this Agreement for an initial term of twenty (20)
consecutive years(the"Term"),subject to any applicable extension option stated herein. The City and Developer
may agree to extend the Term by mutual written agreement. The Master Site Plan shall be in effect for a term
concurrent with this Agreement and that any request for extension of the Master Site Plan will be processed
concurrently with an extension of this Agreement, and that any expiration of the Master Site Plan shall cause this
Agreement to expire, provided, however, the expiration of this Agreement shalt not affect the zoning or uses on
those portions of the Property if any portion of the Property has been improved or if any portion of the Project
has been constructed. The time frames set forth in this Agreement shall be considered tolled and extended for
any time lost resulting from the pendency of any Local Government initiated moratorium, litigation or challenges
that materially limit the ability of Developer to continue the development of the Project.
4. Development Plan.
a. Project. Developer intends to use the Property for the development and construction of the
Project in accordance with the Project Approval. Development of the Property shall be controlled by the terms
of this Agreement, and to the extent not in conflict with this Agreement,the Land Development Regulations. The
City may subsequently adopt regulations and policies only in accordance with Florida Statutes, as applicable.
Developer hereby voluntarily contributes and the City accepts the Roadway Tract.
b. Comprehensive Plan. The City has determined and hereby concurs that the Project is
consistent with the Comprehensive Plan and that the Project Approval accords with the Land Development
Regulations. Upon execution of this Agreement and for the duration of the Term, the City confirms and agrees
that the Property may be developed and used in the manner set forth in the Project Approval and this Agreement.
c. Master Site Plan. The Project shall generally be developed as depicted on the Master Site
Plan. The Master Site Plan is considered a conceptual guide by which development in the Project should be
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carried out. Except as otherwise stated therein,the Master Site Plan is not intended to require specific uses, square
footages, building shapes, or building footprints on specific Lots, nor is it intended to require or preclude access
points to/from Lots if deviations to access are sought. The Master Site Plan is intended to be an overall approved
development umbrella, with certain improvements and public benefits to be derived from the Project. Approved
uses in the Master Site Plan may be transferred to any Lot or other portion of the Property. Subsequent
developments within the Master Site Plan shall be allowed to be flexible to achieve the intent of this Agreement
and to allow for the administrative flexibility and amendments permitted herein. In case of conflict between any
textual provision of this Agreement and the Master Site Plan,the textual provision of this Agreement shall control.
If this Agreement is silent regarding a particular subject or requirement, such silence shall not be construed as a
conflict with the Master Site Plan. Except as otherwise provided in this Agreement, in the event of a conflict
between the terms and provisions of the Master Site Plan and the Land Development Regulations, the terms and
provisions of the Master Site Plan shall control. If the Master Site Plan fails to address a particular subject or
code requirements, the requirements of the applicable City ordinance(s) as defined by the City's Land
Development Code shall control.
d. Property Owners Association. Developer shall form the Association. The Association shall
be solely responsible for the operation, maintenance, and control of all the Common Property. The Association
shall have a board of directors(the"Board")to legislate and govern the rules and orders of the Association. The
Board shall have the means and authority to carry out and regulate the bylaws and restrictions governing the
maintenance, operation, and repairs of all the Common Property. The Association shall also have the authority
to: (i) require each and every member to maintain and service the member's Lot; (ii)) enforce the Association's
rules by mandatory fines and liens upon the Lots; (iii)charge and collect dues and/or assessments for maintaining
and repairing the Common Property; and(iv)place a lien against Lots in order to collect Association unpaid dues
and/or assessments. Each owner of a Lot shall become a member of the Association by virtue of purchasing a
Lot and shall thereby be subject to the Association's rules,covenants,and restrictions. The Association shall have
the power and means to hire, supervise, and regulate persons employed by the Association for the maintenance,
operation, and repair obligations outlined in this Section.
e. Additional Development Review. This Agreement and the Project Approval establish the
criteria upon which the Project shall be developed during the Term and set forth the sole and exclusive limitation
upon the development of the Project. Consistent with the foregoing,prior to the issuance of any building permit
for any development within any portion of the Property, Developer shall submit a site plan for the building site
that includes the proposed building for an administrative site plan approval by the City. This site plan,as it applies
to individual Lots, shall be designed to generally conform to the Project Approval and the applicable provisions
of the Land Development Regulations. In furtherance of the foregoing, this Agreement shall be amended
administratively upon a request by Developer if the request does not significantly increase impacts created by the
Project. Except for the Term, any of the dates set forth in this Agreement may be revised administratively by
written agreement between Developer and the City. The administrative approval process described herein shall
not prohibit development of any site plan so long as the density of development and height of the structures within
the development subject to the site plan is in compliance with the Project Approval. The size, configuration, and
number of legal Lots or within the Property may be modified if approved by the City without amendment of the
Plat or Master Site Plan through boundary line adjustments, lot consolidations, binding site plans, short plats, or
subdivisions.
f. Development Regulations. Except as provided otherwise in the Project Approval,
development of the Property shall be vested to and governed by the Land Development Regulations in effect as
of the Effective Date. Except as expressly stated otherwise herein, any amendments to or additions made during
the Term to the Land Development Regulations shall not apply to or affect the conditions of development of the
Property. The City shall not impose any condition on the Project, or on any development proposal within the
Property, that is inconsistent with this Agreement or the Project Approval, provided that Developer may request
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to be bound by future amendments to the Land Development Regulations or other regulations, policies, and
guidelines affecting development against which Developer is vested by this Agreement. The expiration of this
Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any
claims of vested rights or equitable estoppel, obtained or held by Developer or its successors and assigns to
continue development of the Property in conformity with the Project Approval, the Land Development
Regulations, and all active, prior and subsequent Permits granted by the Local Government, including without
limitation,those rights granted under the Land Development Regulations, as in effect on the Effective Date or as
subsequently amended.
g. Downzoning. The City shall not downzone or otherwise limit the ability of Developer to
develop the Property in accordance with the Project Approval and nothing shall prohibit the issuance of further
Permits in conformity with same. Nothing herein shall prohibit an increase in development density or intensity
within the Property in a manner consistent with the Comprehensive Plan or any zoning change subsequently
requested or initiated by Developer in accordance with applicable provisions of law.
h. Impact Fees. There are no impact fees that are in effect as of the Effective Date that would
apply to the development of the Project, and no impact fees or other similar fees will subsequently apply to the
development of the Project or any portion thereof. Nothing in this Agreement shall be construed as a waiver by
Developer of its right to pursue impact fee credits for any and all work performed by Developer for which impact
fee or similar credits can be awarded.
i. Local Development Permits. The Project may require additional Permits from the Local
Government and any division thereof. Subject to required legal process and approvals,the Cityshall make a good
faith effort to take all reasonable steps to cooperate with and facilitate all such Permits, including acting as an
applicant. The parties hereto agree to cooperate with each other to the full extent practicable pursuant to the terms
and conditions of this Agreement. The City shall use its best efforts to expedite the permitting and approval
process in an effort to assist Developer in achieving its development and construction milestones in a timely
manner. The City will accommodate requests from Developer's general contractor and subcontractors for review
of phased or multiple permitting packages, such as those for excavation, site work and foundations,building shell,
core, and interiors. In addition, the City Administrator shall serve as the City's point of contact and liaison with
Developer in order to facilitate expediting the processing and issuance of all Permit applications and approvals
across all of the various departments and offices of the City which have the authority or right to review and
approve all applications for such Permits.
5. Improvements.
a. Roadways. Developer will construct the street and related right-of-way improvements for
the Roadway Infrastructure in conformance with the Master Site Plan. The Roadway Infrastructure constitutes
the entirety of the street and right of way improvements required for the Project. Changes to the Project that result
in administrative amendments to this Agreement will not require additional street and/or right of way
improvements beyond those described in the Project Approval and this Agreement. The City shall use best efforts
to cooperate with Developer in obtaining grants and/or other funding from the Florida Department of
Transportation and other Local Government for the Roadway Infrastructure.
b. Utilities. The Master Site Plan shall constitute Developer's plan for compliance with the
requirements of OUA to construct all required utilities (including drainage) improvements, and to integrate the
potable water, sewer, and reclaimed water lines with OUA's public utility facilities (collectively, "Utility
Improvements"). The Utility Improvements shall be designed and built in compliance with the Master Site Plan.
The Master Site Plan may provide for phasing of the Utility Improvements in conjunction with the site
development plan approval process for each Lot. No additional utility improvements are required. Changes to
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the Project that result in administrative amendments to this Agreement will not result in additional utility
requirements beyond those described in the Project Approval and this Agreement. Deviations from the Master
Site Plan that provide materially equivalent utility service and comply with the Land Development Regulations
may be proposed by Developer and approved administratively without amendment of the Master Site Plan.
Water Management System on
c. Water Management System.
tem. Developer shall construct the
S Y Pg
Stormwater Tract A and Stormwater Tract B in conformance with the Master Site Plan. Stormwater conveyance
and retention systems locate d on a Lot for the benefit of development of that Lot shall be owned and maintained
by the individual owner of said Lot, and the individual stormwater facilities shall be located pursuant to the site
plans approved for the individual Lot. Stormwater conveyance and retention systems located on Common
and maintained bythe Association.
Property for the benefit of the as a whole shall be owned n
p Y Project
d. Lift Station and Force Main. If applicable, Developer shall construct a sewer lift station
and force main serving the Property and the Lots in conformance with the Master Site Plan unless Developer and
OUA mutually agree to an alternative option to accomplish the same (collectively, the "Lift Station"). The Lift
Station shall comply with the standards of OUA.
e. Sewer Connection. Developer shall construct gravity sanitary sewer service connection(s)
to the Lift Station or another reasonable location in conformance with the Master Site Plan ("Sewer
Connection").
f. Dedication and Maintenance.
i. Upon Developer's completion of the Roadway Infrastructure, the Roadways shall
be dedicated and conveyed to the City together with all access easements reasonably necessary for the City to
perpetually maintain and operate the Roadways. The City shall thereafter be responsible for the perpetual
maintenance, repair, and replacement of the Roadways, as conveyed to the City under a deed of dedication or
other recorded instrument.
ii. Upon Developer's completion of the Utility Improvements or at some other
reasonable date thereafter,as determined by Developer,the Utility Improvements shall be dedicated and conveyed
to OUA together with all access easements reasonably necessary for OUA to perpetually maintain and operate the
Utility Improvements. OUA shall thereafter be responsible for the perpetual maintenance,repair, and replacement
of the Utility Improvements, as conveyed to OUA under a deed of dedication or other recorded instrument.
Notwithstanding the foregoing, all Utility Improvements within the Roadways, including without limitation,
potable water and sanitary sewer lines, shall be perpetually maintained,repaired, and replaced by the OUA.
iii. Immediately after Developer's receipt of the conveyance of the fee title to the
Property the current record title holder of the Property as of the Effective Date, and the recordation of the deed or
deeds effecting such conveyance in the Public Records, the Water Management System, including Stormwater
Tract A and Stormwater Tract B, shall be dedicated and conveyed to the Association together with all easements
reasonably necessary for the Association to perpetually maintain and operate the Water Management System,
including Stormwater Tract A and Stormwater Tract B. The Association shall thereafter be responsible for the
perpetual maintenance, repair, and replacement of the Water Management System, including Stormwater Tract A
and Stormwater Tract B, as conveyed to the Association under a deed of dedication or other recorded instrument.
iv. Upon Developer's completion of the Lift Station or at some other reasonable date
thereafter, as determined by Developer,the Lift Station shall be dedicated and conveyed to OUA together with all
easements reasonably necessary for OUA to perpetually maintain and operate the Lift Station. OUA shall
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thereafter be responsible for the perpetual maintenance, repair, and replacement of the Lift Station, as conveyed
to OUA under a deed of dedication or other recorded instrument.
v. Upon Developer's completion of the Sewer Connection or at some other reasonable
date thereafter, as determined by Developer, the Sewer Connection shall be dedicated and conveyed to the
Association together with all easements reasonably necessary for the Association to perpetually maintain and
operate the Sewer Connection. The Association shall thereafter be responsible for the perpetual maintenance,
repair, and replacement of the Sewer Connection, as conveyed to the Association under a deed of dedication or
other recorded instrument.
6. Signage. The Project shall have a uniform sign program based on the provisions and requirements
of the Land Development Regulations, provided that the following signs shall be permitted: (a) in recognition of
the lack of frontage along State Road 70 for Lot 3, Lot 4, and Lot 5, the City shall permit the owners of Lot 3,
Lot 4,and Lot 5 to have one(1)monument sign within or adjacent to the Project's entrance depicted on the Master
Site Plan and fronting State Road 70; and (b) Developer shall have the option to construct a shopping center
identification sign on a location within the Property and fronting State Road 70. The City shall use best efforts
to cooperate with Developer to agree upon a commercially reasonable location and size for said monument sign
and shopping center identification sign.
7. Special Development Standards. The City agrees that the prompt development of the Project will
provide public economic benefit to the City. Accordingly, the following rights and entitlements shall be vested
to Developer and the Property:
a. Maximum lot coverage (e.g., the maximum amount of impervious surface) for Lot 3, Lot
4, and Lot 5 shall be permitted to be eighty percent(80%).
b. Maximum building height for each of Lot 3, Lot 4, and Lot 5 shall be fifty-five (55) feet,
provided that Developer completes the applicable land use approval and permit process with the City.
c. The floor area ratio for Lot 3, Lot 4, and Lot 5 shall be increased up to four (4), provided
that Developer completes the applicable land use approval and permit process with the City, without the burden
of increased setbacks, screeningor other compensating features or attributes, and future dedications of land for
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right-of-way or other public use or improvements shall not reduce the land area used for calculating the floor area
ratio, the development rights provided for in this Agreement, or the development rights provided for through the
Land Development Regulations, and the maximum allowed development on the Property shall be expressed in
terms of the ratio of floor area to total gross land area prior to dedication of new public right-of-way or provision
of other land for public amenities.
8. Recordation. The parties agree that this Agreement shall be recorded in the Public Records.
Developer and the City shall concurrently record the following instruments in the Public Records: (a) the Plat;
(b) the Declaration; (c) the Declaration of Cross Access and Sanitary Sewer Easement; (d) all other easements
related to the Property as depicted on the Plat, including without limitation, reciprocal easement agreements
benefitting each Lot and providing legal access,cross access,parking,and drainage rights;and(e)this Agreement.
9. Covenants. In consideration Developer's voluntarily contribution of the Roadway Tract to the
City and other public benefits derived from the Project,the City shall,at the City's expense, complete a marketing
and lodging study currently underway by the Central Florida Regional Planning Council,and upon receipt of said
study, the City shall promptly deliver a copy to Developer.
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10. Completion of Construction. Within sixty (60) days after the date of recordation of the Plat, and
in any event prior to commencing any construction on the Property,Developer shall perform one,or a combination
thereof, of the following:
a. Escrow Holdback. Developer shall deliver wired funds to Nason,Yeager, Gerson, Harris
&Fumero, P.A., 3001 PGA Boulevard, Suite 305,Palm Beach Gardens, Florida 33410 (the"Escrow Agent") in
the amount equal to one hundred twenty percent (120%) of the sum of engineering and construction contracts
substantiated by Civil Engineer's opinion of probable costs (the "Holdback Escrow") in accordance with the
wire instructions to be provided to Developer by Escrow Agent(the"Wire Instructions"). The Holdback Escrow
shall be held in a non-interest bearing escrow account. The delivery of the Holdback Escrow is a condition
precedent to City's obligations hereunder. All applications for release of Holdback Escrow funds by Developer
to City shall be processed on the following terms:
i. Developer shall, on each occasion of request for release of all or a portion of the
Holdback Escrow, submit to the City and Civil Engineer a Request for Escrow Release in a form reasonably
acceptable to City,duly executed by Developer as of the date of the request for request for release(the"Holdback
Escrow Release Request").
ii. Civil Engineer shall have ten(10)days from Developer's submission of a complete
Holdback Escrow Release Request to provide Developer and the City notice of any objection to the Holdback
Escrow Release Request.
iii. If Civil Engineer fails to give notice of objection within ten (10) days of the
submission of the Holdback Escrow Release Request by Developer,the Holdback Escrow Release Request shall
be deemed approved. Civil Engineer's or the City's review of the work or approval of a Holdback Escrow Release
Request in no way constitutes acceptance of work that is not properly performed in accordance with this
Agreement.
iv. City shall not be required to make any payment if: (1) Developer is in material
breach of any obligation of this Agreement; (2) the Holdback Escrow Release Request is not accompanied by a
certification by Civil Engineer stating that the portion of the Project completed up to the date of the certification
has been completed and is in place in accordance with the Master Site Plan and has been approved by Civil
Engineer, and that the amount to be paid does not exceed the value of the portion of the Project that has been
completed and is in place in accordance with the Master Site Plan; or (3) City has not approved Developer's
Holdback Escrow Release Request(such approval not to be unreasonably withheld, conditioned, or delayed).
v. Any Holdback Escrow Release Request by Developer shall be made not more than
once during each calendar month.
vi. The making of any Holdback Escrow Release Request or any part of a Holdback
Escrow Release Request shall not be deemed approval or acceptance by City of the work theretofore done.
vii. Developer shall furnish to City, on or before the making of the final Holdback
Escrow Release Request, the final certificates of approval from Civil Engineer, including final Certificates of
Completion for the Project.
viii. If Developer: (1) complies with the terms and conditions of this Agreement; and
(2) completes the improvements in the Master Site Plan, then the City will authorize the release of the Holdback
Escrow to Developer. If Developer fails to complete the improvements as required by this Agreement, subject to
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Page 9 of 17
1
IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals the day and year first
above written.
CITY:
CITY OF OKEECHOBEE, FLORIDA,
a Florida municipal corporation
By: /1, /ri/ A
ayor Dowling R. Watford,Jr.,
ThisaOskday of PThrtat.it, , 2024.
ATT ST: -• APPROVED AS TO FORM AND LEGALITY BY
OFFICE TTO •
Lane miotea,.City Clerk ohn J. mero, City Attorney
WITNE 02
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ign re Sign�}�ur
4-2 Y /( f Y-Qi1t
Print Name Print Name
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Address Add e s
STATE OF FLORIDA )
COUNTY OF OKEECHOBEE )
The foregoing instrument was acknowledged before me thisJi day of FQ,bruG1ry , 2024, by
as of the Cityof Okeechobee, a Florida municipal
1X�I,�It �•4t�G1:�6�r�, �r �6Yp
corporation, on behalf of the City of Okeechobee. He/She is personally known to me or has produced
I)IA- as identification,and acknowledged that he/she did execute the instruments freely
and voluntarily for the purposes stated herein.
AQA#Tz_
Notary Pub c, State of Fl ida
S.LANE GAMIOTEA
My Commission Expire MY COMMISSION#HH415279
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Print Name
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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reasonable cure periods, Escrow Agent will, upon written demand, release the Holdback Escrow Agreement to
the City for the construction of the required improvements.
ix. In performing its duties as Escrow Agent holding the Holdback Escrow,the Escrow
Agent will not incur any liability to anyone for any damages, losses or expenses, except for willful default or
misconduct, gross negligence or breach of trust, and it will accordingly not incur any such liability with respect
to: (1) any action taken or omitted in good faith upon advice of its counsel, or(2) any action taken or omitted in
reliance upon any instrument, including any written notice or instruction provided for in this Agreement,not only
as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of
any information contained therein, which the Escrow Agent in good faith believes to be genuine, to have been
signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. Except
for willful misconduct or default, gross negligence or breach of trust, the parties hereby agree to hold harmless
Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of
investigation arid counsel fees and disbursements, which may be imposed upon Escrow Agent or incurred by
Escrow Agent in connection with its acceptance or the performance of its duties hereunder,including any litigation
arising from this Agreement or involving the subject matter hereof. In the event of a dispute between any of the
parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent will be
entitled to tender into the register or custody of any court of competent jurisdiction, all Holdback Escrow held
under this Agreement, together with such legal pleadings as it deems appropriate and thereupon to be discharged
from all further duties and liabilities under this Agreement. Any such legal action may be brought in such court
as the Escrow Agent determines to have jurisdiction thereof. The parties will bear costs and expenses of any such
legal proceeding as provided in this Agreement.
b. Bond. Developer shall furnish to the City a surety bond(s) ("Bond") guaranteeing that the
work required will be completed in full accordance with the Master Site Plan and all conditions attached thereto,
copies of which shall be attached to and constitute a part of the bond agreement. The Bond shall be in an aggregate
amount equal to one hundred twenty percent (120%) of the sum of engineering and construction contracts
substantiated by Civil Engineer's opinion of probable costs. One 12-month extension of the Bond may be granted
in the discretion of the City, which such extension shall not be unreasonably withheld, conditioned, or delayed,
but not more than one such extension shall be granted.
If Developer fails to timely deliver any portion of the Holdback Escrow as provided herein or fails to secure the
Bond, subject to any applicable cure period stated herein, the City may (i) terminate this Agreement by giving
Developer written notice of termination at any time prior to completion of the work required under the Master
Site Plan; and(ii) rescind the final approval, acceptance, and recordation of the Plat, and thereafter neither party
will have any further rights or obligations under this Agreement, except as set forth to the contrary in this
Agreement. Notwithstanding the foregoing, the terms and provisions of this Section shall not apply to an
individual Lot nor obligate owners of individual Lot(s) to deliver any portion of the Holdback Escrow or secure
the Bond, provided, however, each owner of a Lot shall comply with all Land Development Regulations
applicable to such Lot and any construction related thereto.
11. Assignment. Any and/or all of the rights,powers,obligations, easements and estates("Rights and
Obligations") reserved by or granted to Developer hereunder may be assigned by Developer. Any such
assignments shall be in writing, recorded in the Public Records, and joined in by the assignee for purposes of
evidencing assignee's acceptance of the Rights and Obligations so assigned. After any such assignment by
Developer, Developer shall be relieved and released of all Rights and Obligations so assigned.
12. Binding Effect.The obligations imposed pursuant to this Agreement upon Developer and upon the
Property shall run with and bind the Property as covenants running with the land applicable to the Property, the
Lots, and any portion thereof. This Agreement shall inure to the benefit of the parties hereto and shall be binding
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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upon any Person that may become a subsequent owner, successor in interest, or assign, directly or indirectly, of
the Property, the Lot(s), or any portion thereof. Nothing contained herein shall be deemed to be a dedication,
conveyance or grant to the public in general nor to any Person except as expressly set forth herein. This
Agreement shall constitute a covenant by the City and Developer, the terms and conditions of which shall run
with the land, include a date at which time the work will be completed in full compliance with conditions of the
Plat conditions, and be binding upon all successors in interest to the developer-owner.
13. Governing Law. This Agreement shall be governed and construed in accordance with the laws of
the State of Florida. Developer and the City agree that the County is the exclusive venue in connection with any
dispute or litigation between the parties with respect to this Agreement.
14. Notices. Any notices to be given to either party in connection with this Agreement must be in
writing and given by hand delivery, Federal Express (or equivalent service), or email transmission. Such notice
shall be deemed to have been given, if hand delivered when actually received, delivered by Federal Express or
other equivalent service when actually received, or by email transmission evidenced by electronic confirmation
of delivery. Such notices shall be given to the parties at the following addresses in the following manner:
If to City:
City of Okeechobee
55 SE 3rd Avenue
Okeechobee, Florida 34974
Attention: City Administrator
Email: gritter@cityofokeechobee.com
With a copy to:
City of Okeechobee
55 SE 3rd Avenue
Okeechobee, Florida 34974
Attention: City Attorney
Email: SConteaguero@nasonyeager.com
If to Developer:
Park Street Okeechobee, LLC
603 East Fort King Street
Ocala, Florida 34471
Attention: Adam Ramsay
Email: adam@workspace-collective.com
With a Copy to:
Scott Winch, Esquire(Email only)
Email: swinch@kinghux.com
Any party may change its notice address by providing written notice to the other parties of the new address as
provided in this Section. The terms of this Section shall survive the expiration of this Agreement.
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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15. Entire Agreement. This Agreement, together with the documents referenced herein, constitute the
entire agreement and understanding among the parties with respect to the subject matter hereof, and there are no
other agreements, representations, or warranties other than as set forth herein. This Agreement shall supersede
all previous communications, representations, or agreements, either verbal or written,regarding the development
of the Property between the parties hereto. •
16. Amendments. Amendments to this Agreement shall not be effective unless in writing and signed
by the respective parties. The owners of all Lots subject to an amendment shall be authorized to execute an
amendment to this Agreement on behalf of Developer,provided,however, if such amendment involves more than
one(1) lot and the Association is still in existence,the Association must also execute such amendment for it to be
effective.
17. Default.
a. Developer shall be in default under this Agreement if Developer fails to perform or
breaches any term, covenant, or condition of this Agreement and such failure or breach is not cured within thirty
(30) days after receipt of written notice from the City specifying the nature of such failure or breach, provided,
however, that if such failure or breach cannot reasonably be cured within thirty(30) days, Developer shall not be
in default if Developer commences to cure such failure or breach within said thirty(30) day period and diligently
prosecutes such cure to completion.
b. The City shall be in default under this Agreement if the City fails to perform or breaches
any term, covenant, or condition of this Agreement and such failure or breach is not cured within thirty (30) days
after receipt of written notice from Developer specifying the nature of such failure or breach,provided, however,
that if such failure or breach cannot reasonably be cured within thirty (30) days,the City shall not be in default if
the City commences to cure such failure or breach within said thirty (30) day period and diligently prosecutes
such cure to completion.
18. Remedies Upon Default.
a. Neither party may terminate this Agreement upon the default of the other party but shall
have all of the remedies enumerated herein.
b. Upon the occurrence of a default by a party to this Agreement not cured within the
applicable cure period,Developer and the City agree that the non-defaulting party may seek specific performance
of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek
monetary damages,injunctive relief,or any other relief other than termination of this Agreement. The City hereby
acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar
limitation of liability. The parties specifically agree that damages are not an adequate remedy for default of this
Agreement and that the parties are entitled to specific performance of all terms of this Agreement by any party in
default hereof.
c. No remedy or election given by any provision in this Agreement shall be deemed exclusive
unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other
party shall be cumulative and in addition to all other remedies at law or in equity arising from such event of
default, except where otherwise expressly provided. Nothing contained herein shall prevent Developer from
exercising any other rights and remedies Developer may have at law or in equity.
d. The prevailing party in any action or suit pertaining to or arising out of this Agreement
shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the court of
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.I4.24)
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competent jurisdiction may adjudge to be reasonable for the services of his/her/its attorney(s). This enforcement
provision shall be in addition to any other remedies available at law, in equity, or both.
The provisions of this Section shall survive the expiration of this Agreement.
19. Third Party Defense. The City and Developer shall each, at their own cost and expense,vigorously
defend any claims,suits or demands brought against them by third parties challenging this Agreement,the Project,
or the Project Approval or objecting to any aspect thereof, including without limitation, (a) a consistency
challenge pursuant to Florida Statutes, (b) a petition for writ of certiorari, (c) an action for declaratory judgment,
or (d) any claims for loss, damage, liability, or expense (including reasonable attorneys fees). The City and
Developer shall promptly give the other party written notice of any such action, including those that are pending
or threatened, and all responses, filings, and pleadings with respect thereto.
20. Survival. All terms,conditions,and provisions herein and all obligations of the City and Developer
pursuant to this Agreement which are to be performed or apply to circumstances subsequent to the Term, and any
indemnity contained herein, shall survive the Term pursuant to or by reason of this Agreement. This Section is
in addition to and not in exclusion of any survival provisions elsewhere set forth in this Agreement.
21. Severability. If any part, term, or provision of this Agreement is held to be illegal, void, or
unenforceable, such part, term, or provision shall be given its nearest legal meaning or construed as deleted as
such authority determines, and the remaining parts, terms, and provisions of this Agreement shall not be affected
or impaired and the remainder of this Agreement shall be construed to be in full force and effect.
22. TIME. TIME IS OF THE ESSENCE IN COMPLYING WITH THE TERMS, CONDITIONS,
AND AGREEMENTS OF THIS AGREEMENT.
23. Force Majeure. The City and Developer shall not be required to perform any obligation under this
Agreement or be liable to each other for damages, including third-party costs or expenses so long as performance
or non-performance of the obligation is delayed, caused, or prevented by Force Majeure. "Force Majeure" shall
mean (a) hurricanes, tornados, landslides, floods, fires, acts of God, pandemics, or unusually inclement weather;
(b) wars, insurrections, or acts of terrorism; or (c) building moratorium, or unusual or uncontrollable delays in
governmental approvals. Except as otherwise expressly provided herein, all time periods, will be extended for
the period that the Force Majeure prevents performance under this Agreement.
24. Counterparts; Electronic Signatures. This Agreement may be executed in several counterparts,
each constituting a duplicate original. All such counterparts shall constitute one and the same agreement. The
parties may execute counterparts of this Agreement transmitted by electronic mail in PDF format, and accordingly
agree and intend that an electronic signature delivered by electronic mail shall bind the party so signing with the
same effect as though the signature were an original signature.
25. Waiver. Either party reserves the right to waive in whole or part any provision which is for such
party's benefit. No such waiver shall be effective unless it is in writing. Any waiver shall be limited to the matter
specified in the writing. No waiver shall be considered a waiver of any other or subsequent default and no delay
or omission in exercising the rights and powers granted herein shall be construed as a waiver of such rights and
powers.
26. Additional Obligations of Developer. Developer shall use diligent effort to complete the following
after the Effective Date:
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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a. Provide the exact layout including street and alley lines and rights-of-way; street names,
bearings and widths (including widths along the lines of any obliquely intersecting street); lengths of arcs and
radii, points of curvature, and chord and length and bearings; points of tangency or nontangency intersects; all
easements owned by or rights-of-way provided for public utilities; all lot lines with dimensions in feet and
hundredths, and with bearings or angles if other than right angles to the street and alley lines on the Plat. All
street names'shall conform to the City's system.
b. Continue to work with the City,including City Planner,Morris Depew,and OUA to address
and resolve any outstanding conditions and/or comments related to the Master Site Plan(e.g., infrastructure plans
and design).
c. Continue to work with the District and other state agencies on obtaining the necessary
permits for the Project.
[Signatures on following page]
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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DEVELOPER:
PARK STREET OKEECHOBEE, LLC,
a Florida limi d liability company
By:
Print Name:
Title: kkoirsxier
This V-7 day ofRigRAJW\ , 2024.
WITNESSES:
Signature Sign re
DWITH MOOr-& zaArcAy (OK
Print Name Print Name
1 To MO rnEwoowc 2PCDC 4a\(0 \\
Address Address
012MoNO BE IBC t-�, L. 32.11 OV\04( b , 1-c 3) 6
STATE OF FLORIDA )
COUNTY OF \I Oa)S
The foregoing instrument was acknowledged before me this aday of VE , 2024, by
` 01AM MS ict4 ,as M+A N eiCaE 12 of Park t Okeechobee,LLC,a Florida limited
liability company, on behalf of said company. He/She is ersonally known me or has produced
as identification,and acknowledge that he/she di execute the instruments freely
and voluntarily for the purposes stated herein.
�1 M^
Notary Public, State of Florida
My Commission Expires:
06 Pi mourE
Print Name
4
/iY DAKOTA MOORE
g1 �: Notary Public-State of Florida
'�� p; Commission N HH 47815t
•.,or ;• My Comm.Expires Jan 4,2028
•••Bonded through National Notary Assn.
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
Pagel ofl 6 7
II 1
EXHIBIT A
PROPERTY
A PARCEL OF LAND INCLUDING ALL OF THE PRICE ADDITION TO OKEECHOBEE CITY,
ACCORDING TO THE PLAT THEREOF,AS RECORDED 1N PLAT BOOK 2,AT PAGE 17 OF THE PUBLIC
RECORDS OF OKEECHOBEE COUNTY, FLORIDA AND A PORTION OF THE UNPLATTED LANDS OF
EAST HALF OF THE SOUTHWEST ONE-QUARTER (1/4) OF THE SOUTHEAST ONE-QUARTER (1/4)
OF SECTION 15, TOWNSHIP 37 SOUTH, RANGE 35 EAST, OKEECHOBEE COUNTY,FLORIDA, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE SOUTHEAST ONE-QUARTER(1/4) CORNER OF
SAID SECTION 15, THENCE NORTH 89°19'21" EAST ALONG THE SOUTH LINE OF AID SECTION 15,
A DISTANCE OF 860.10 FEET;
THENCE NORTH 00°14'14" WEST, A DISTANCE OF 69.27 FEET TO A POINT ON THE NORTH RIGHT-
OF-WAY LINE OF STATE ROAD 70 AS PER FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-
OF-WAY MAP SECTION 91070-2514 AND THE POINT OF BEGINNING;
THENCE CONTINUE NORTH 00°14'14" WEST,A DISTANCE OF 524.71 FEET;
THENCE SOUTH 89°19'40" WEST,A DISTANCE OF 186.30 FEET TO A POINT ON THE WEST LINE OF
THE WEST HALF (1/2) OF THE EAST HALF (1/2) OF THE SOUTHWEST ONE-QUARTER(1/4) OF THE
SOUTHEAST ONE QUARTER(1/4) OF SAID SECTION 15;
THENCE NORTH 00°14'14"WEST ALONG SAID WEST LINE,A DISTANCE OF 675.35 FEET TO A POINT
ON A LINE PARALLEL WITH AND 50.00 FEET SOUTH OF THE NORTH LINE OF THE SOUTHWEST
ONE-QUARTER(1/4) OF THE SOUTHEAST ONE-QUARTER(1/4) OF SAID SECTION 15;
THENCE NORTH 89°19'40" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF 672.87 FEET TO A
POINT ON THE EAST LINE OF SOUTHWEST ONE-QUARTER (1/4) OF THE SOUTHEAST ONE-
QUARTER(1/4) OF SAID SECTION 15;
THENCE SOUTH 00°18'09" EAST ALONG SAID EAST LINE,A DISTANCE OF 895.52 FEET TO A POINT
ON THE WESTERLY EXTENSION OF THE NORTHERLY RIGHT-OF-WAY LINE OF NORTHEAST 2ND
STREET;
THENCE NORTH 89°58'38"WEST ALONG SAID WESTERLY EXTENSION,A DISTANCE OF 26.31 FEET
TO THE INTERSECTION WITH THE WESTERLY RIGHT-OF-WAY LINE OF NORTHEAST 13TH AVENUE
FORMERLY LINCOLN STREET PER PLAT BOOK 2, AT PAGE 17 OF THE PUBLIC RECORDS OF
OKEECHOBEE COUNTY, FLORIDA;
THENCE SOUTH 00°26'27" EAST ALONG SAID WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF
308.86 FEET TO THE NORTH RIGHT-OF-WAY LINE OF STATE ROAD 70;
THENCE SOUTH 89°49'32"WEST ALONG SAID NORTH RIGHT-OF-WAY LINE,A DISTANCE OF 462.36
FEET TO THE POINT OF BEGINNING.
SAID LANDS LYING TN OKEECHOBEE COUNTY, FLORIDA AND CONTAINING 16.151 ACRES MORE
OR LESS.
Park Street Commerce Center-Master Development Agreement-FINAL(EXECUTABLE FORM)(2.14.24)
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