-1- S:\LEGAL\CITY COMMISSION ITEMS\ORDINANCE\2017\06-06-17\17-014A,O - ORMOND CROSSING 1ST AMND DEV AGMNT FIRST SECURITY TRACT 18 P17-0107G MT # 3226.DOCX/5/26/2017 15:02

ORDINANCE NO. 2017-14

AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF ORMOND BEACH, FLORIDA, APPROVING A FIRST AMENDED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ORMOND BEACH AND TOMOKA HOLDINGS, LLC, AS OWNER AND DEVELOPER; PROVIDING FOR THE DEVELOPMENT OF A 2,924 ACRE MIXED-USE DEVELOPMENT ON PROPERTY LOCATED ON THE SOUTH SIDE OF THE FLORIDA EAST COAST RAILROAD, SPANNING BOTH SIDES OF I-95 AND NORTH OF THE ORMOND BEACH MUNICIPAL AIRPORT WITHIN THE CITY OF ORMOND BEACH TO BE KNOWN AS “ORMOND CROSSINGS”; AUTHORIZING EXECUTION OF THE FIRST AMENDED DEVELOPMENT AGREEMENT; REPEALING ALL INCONSISTENT ORDINANCES OR PARTS THEREOF; PROVIDING FOR SEVERABILITY; AND SETTING FORTH AN EFFECTIVE DATE.

WHEREAS, the City of Ormond Beach, a Florida municipal corporation (the

“City”) and Tomoka Holdings, LLC, a Florida limited liability company, owner and developer

(the “owner and developer) approved and entered a development agreement dated February 19,

2010 which has been recorded at Book 6449, Pages 2154-2222 of the public records of Volusia

County, Florida for the purpose of developing a 2,924 acre mixed-use development, and adjacent

right-of-way to be known as “Ormond Crossings” and located on the south side of the Florida

East Coast railroad, spanning both sides of I-95 and north of the Ormond Beach Municipal

Airport, on land more particularly described in the Development Agreement, and

WHEREAS, the developer has sold or intends to sell Tract 18 consisting of

approximately 48.4 acres within Ormond Crossings to Security First Insurance Company for the

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development and construction of up to 275,000 square feet of office space, and Security First

intends to initially develop and construct approximately 100,000 square feet of office space (the

“Security First 100,000 Square Feet Tract 18 Project”), and

WHEREAS, the City and developer desire to amend the Development

Agreement in order to encourage the development of Ormond Crossings and to facilitate the

development of the Security First 100,000 Square Feet Tract 18 Project, and

WHEREAS, the proposed First Amended Development Agreement is consistent

with the requirements of the Florida Local Government Development Agreement Act (Sections

163.3220-163.3243, Florida Statutes), and

WHEREAS, the proposed First Amended Development Agreement continues to

provide for general and specific requirements of the Developer in order to address the impacts of

the project on transportation, emergency management, educational, recreational and utility

services and facilities, and

WHEREAS, the City Commission has held a public hearing in accordance with

law, and

WHEREAS, all applicable legal notice requirements have been complied with,

and

WHEREAS, the City Commission has reviewed the proposed First Amended

Development Agreement and has considered the comments of all interested parties at the public

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hearing, the intended use of the land as described in the proposed First Amended Development

Agreement and the health, safety and welfare of the City, now therefore,

BE IT ENACTED BY THE PEOPLE OF THE CITY OF ORMOND

BEACH, FLORIDA, THAT:

SECTION ONE. The foregoing whereas clauses are hereby ratified and

incorporated within this Ordinance.

SECTION TWO. The City Commission hereby approves the First Amended

Development Agreement, attached hereto as Exhibit “A”, and relating to lands described in the

First Amended Development Agreement.

SECTION THREE. The Mayor and the City Manager are authorized and

directed to execute and issue the attached First Amended Development Agreement for the

“Ormond Crossings” development.

SECTION FOUR. The First Amended Development Agreement shall, in

accordance with section 163.3239, Florida Statutes, be recorded within fourteen (14) days of the

date it is fully executed and it shall be effective upon recordation in the public records of Volusia

County, Florida.

SECTION FIVE. The City Clerk shall forward a certified copy of this

Ordinance and First Amended Development Agreement to be filed in the offices of the Clerk of

the Circuit Court in and for Volusia County, Florida and recorded in the Public Records of

Volusia County, Florida, at the expense of the Tomoka Holdings, LLC.

RAH/Ormond Crossings First Amended Development Agreement-First Security Project5/22/2017 11:22 AM

FIRST AMENDED

ORMOND CROSSINGS DEVELOPMENT AGREEMENT

THIS First Amended Development Agreement (this “Amended

Agreement”) is made and entered into as of the ____ day of

__________, 2017 by and between Tomoka Holdings, LLC, a Florida

limited liability company, having an address at 393 Palm Coast

Parkway SW, Suite #1 Palm Coast, Florida 32137 ("Developer") and

the City of Ormond Beach, a Florida municipal corporation,

having an address at P.O. Box 277, Ormond Beach, FL 32175-0277

(the "City").

RECITALS

A. In December 2002, the Developer acquired a tract of

land that includes 2,924 acres that are located in Volusia

County, Florida on which Developer plans to develop a mixed-use

project known as Ormond Crossings ("Ormond Crossings" or the

"project"). Ormond Crossings is bisected by I-95 and bordered

to the east by a Florida East Coast rail line. The legal

description of Ormond Crossings is attached as Exhibit "A"

hereto.

2

B. On July 20, 2004, Ormond Crossings, along with

adjacent land that is also owned by the Developer, was annexed

into the City (the "Annexation").

C. Following the Annexation, the City prepared

comprehensive plan amendments whereby the land that was the

subject of the Annexation would be designated Activity Center on

the City's Future Land Use Map (the "Activity Center Comp Plan

Amendments").

D. In October 2004, the Activity Center Comp Plan

Amendments were submitted to the Florida Department of Community

Affairs ("DCA") for review and in September 2005, the Activity

Center Comp Plan Amendments were adopted by the City Commission

and transmitted to the DCA. In November 2005, DCA issued a

Notice of Intent to Find in Non-Compliance. An administrative

proceeding between the City and DCA followed in December 2005

(State of Florida, Department of Community Affairs vs City of

Ormond Beach, Florida, DCA Docket No. 05-1-NoI-6411-(A)-(N);

DOAH Case No. 05-4365GM). In August 2006, the City and DCA

agreed on the framework to settle the administrative proceeding

which required the City to adopt certain remedial amendments to

the Activity Center Comp Plan Amendments to address DCA's issues

3

regarding the proposed Activity Center Comp Plan Amendments (the

"Remedial Amendments").

E. The City is authorized by the Florida Local Government

Development Agreement Act, Sections 163.3220 - 163.3243, Florida

Statutes (the "Act") to enter into, and to amend, development

agreements that satisfy the requirements of the Act.

F. The Act is supplemental and additional to the powers

conferred upon local governments by other laws and shall not be

regarded as in derogation of any powers now existing.

G. The Act recognizes that the lack of certainty in the

approval of development can result in a waste of economic and

land resources, discourage sound capital improvement planning

and financing, escalate the cost of housing and development, and

discourage commitment to comprehensive planning.

H. The Act also recognizes that providing assurance to a

developer that upon receipt of a development permit, the

developer may proceed in accordance with existing laws and

policies, subject to the conditions of a development agreement,

strengthens the public planning process, encourages sound

capital improvement planning and financing, assists in assuring

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there are adequate capital facilities for the development,

encourages private participation and comprehensive planning, and

reduces the economic cost of development.

I. Consistent with the legislative intent, as expressed

in the Act, the City Commission desired to enter into a

development agreement regarding the development of Ormond

Crossings to encourage a stronger commitment to comprehensive

and capital facilities planning, ensure the provision of

adequate public facilities for development, encourage the

efficient use of resources and reduce economic cost of

development.

J. Pursuant to Section 163.3225, Florida Statutes, the

City Commission conducted two public hearings that were convened

on February 2, 2010 and February 16, 2010 and afforded the

public and all affected parties an opportunity to be heard and

present evidence regarding the development agreement.

K. After the public hearings and in consideration of

recommendations made and submitted prior to and during the

public hearings, the City Commission made certain findings and

determinations, and approved and entered a development agreement

dated February 19, 2010 which has been recorded at Book 6449,

5

Pages 2154 – 2222 of the public records of Volusia County,

Florida (the “Agreement (2010)”), as more specifically set forth

therein.

L. Tract 18 consists of approximately 48.4 acres within

Ormond Crossings and is legally described and depicted in

Exhibit “A-1” to this Amended Agreement. The Developer and

Security First Insurance Company (“Security First”) entered into

an Agreement of Purchase and Sale on or about March 16, 2017,

and entered a First Addendum thereto on or about March 16, 2017

(“Sales Agreement”) for the sale and development of Tract 18.

The Sales Agreement provides to Security First a right to

develop up to 275,000 square feet of office space, which shall

be deemed part of the total density and intensity of development

for Ormond Crossings that is allowed under Part II, Section 2 of

this Amended Agreement. Security First intends initially to

develop and construct approximately 100,000 square feet of

office space (the “Security First 100,000 Square Feet Tract 18

Project”). The Sales Agreement requires $750,000.00 in funds to

be held in escrow and to be used for the payment of

infrastructure improvements for Security First’s development and

construction of the Security First 100,000 Square Feet Tract 18

Project. The Developer believes the escrowed funds are

sufficient to fully and completely pay for the infrastructure

6

improvements, and further represents that the Sales Agreement

obligates Security First to pay for infrastructure improvement

costs that exceed the escrowed funds. The relief provided to

Developer in Part III, Sections 1(b), 2(a)(vi), 2(a)(vii), and

2(d) of this Amended Agreement apply to and are conditioned upon

the development and construction (to be evidenced by the

issuance of a certificate of occupancy and/or certificate of

completion) of the Security First 100,000 Square Feet Tract 18

Project.

M. Pursuant to Section 163.3225, Florida Statutes, the

City Commission conducted two public hearings that were convened

on June 6, 2017 and July 25, 2017 and afforded the public and

all affected parties an opportunity to be heard and present

evidence regarding this Amended Agreement.

N. After the public hearings and in consideration of

recommendations made and submitted prior to and during the

public hearings, the City Commission has made certain findings

and determinations regarding this Amended Agreement as more

specifically set forth hereinafter.

O. Whenever an action or approval of the City is referred

to herein, except for actions relating to the City Commission,

7

the action or approval shall be taken by the City Manager, or

designee.

P. Whenever an action, right or eligibility of the

Developer is referred to herein, the action may be taken by, or

the right or eligibility may belong to a community development

district ("CDD") that the Developer plans to establish for all

or a portion of Ormond Crossings but the Developer shall have

primary responsibility for all actions that are the obligation

of the Developer.

Q. All covenants and conditions set forth herein are

agreed to by the Developer and represent covenants which touch

and concern Ormond Crossings and run with the land and are

thereby binding upon the transferees, successors and assigns of

the Developer.

NOW, THEREFORE, in consideration of the mutual covenants

and agreements hereinafter stated and other good and valuable

consideration, the receipt and sufficiency of which is hereby

acknowledge, the parties hereto agree as follows:

8

PART I

Findings of Fact and Conclusions of Law

1. The above Recitals are hereby adopted and incorporated

into this Amended Agreement.

2. Ormond Crossings is not in an area designated as an

Area of Critical State Concern pursuant to the provisions of

Section 380.05, Florida Statutes.

3. Ormond Crossings is consistent with the State's

Comprehensive Plan and Rule 9J-5, Florida Administrative Code.

4. Ormond Crossings is consistent with the Strategic

Regional Policy Plan adopted by the East Central Florida

Regional Planning Council ("ECFRPC").

5. The Remedial Amendments and Activity Center Comp Plan

Amendments have been adopted and Ormond Crossings is consistent

with the City's Comprehensive Plan.

6. The rezoning to Planned Mixed Use Development, as

provided for in Part II, Section 3 below, has been adopted and

9

Ormond Crossings is consistent with the local government's land

development regulations.

7. The two public hearings to consider this Amended

Agreement were properly noticed and held by the City Commission

pursuant to Section 163.3225, Florida Statutes.

8. The Developer's authorized agent is William I.

Livingston whose principal place of business is Tomoka Holdings,

LLC, 393 Palm Coast Parkway SW, Suite #1 Palm Coast, Florida

32137; telephone number (386) 931-9146; email

wilivingston@hotmail.com.

9. The development of Ormond Crossings pursuant to the

Agreement (2010) was, and pursuant to this Amended Agreement is,

determined to be consistent with the achievement of the

objectives of the adopted State Comprehensive Plan, as codified

at Chapter 187, Florida Statutes, and will not unreasonably

interfere with the achievement of those objectives.

PART II

General Conditions

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1. Master Plan. Ormond Crossings shall be developed in

accordance with the Ormond Crossings' Master Plan which is

attached as Exhibit "B" hereto (the "Master Plan").

2. Permitted Development Uses. Ormond Crossings shall

consist of a mixture of uses. In order to ensure that Ormond

Crossings provides the necessary economic diversity, there shall

be a minimum of 1,000 acres of land (inclusive of rights-of-way,

wetlands and stormwater facilities) to be developed for a

"Business Park" that will have a mixture of industrial,

warehousing, distribution, office and limited retail coordinated

in the Business Park/Town Center with residential uses in order

to minimize net external trips outside the boundary of Ormond

Crossings. The following table identifies the mixture of land

uses that would be appropriate at Ormond Crossings:

Land Use Gross Bldg./Units/Students/Acreage

Retail/Comm. 200,000/SF

Office 900,000/SF

Business/Flex-space 350,000/SF (light industrial)

Industrial 800,000/SF (does not include Business/Flex space)

Storage 240,000/SF

Warehouse/Distribution 560,000/SF

Public/Institutional 165,000/SF

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Elementary School 720 students

Residential 2,950 units

Stormwater and Lakes 400 acres

Open Space 450 acres

The list of uses identified in the above table reflects a

reasonable mixture of uses. However, the amount of a particular

non-residential land use within Ormond Crossings may increase or

decrease, provided: (i) aggregate potable water, wastewater and

reclaimed water demands of Ormond Crossings shall not exceed the

totals that are set forth in the utility analysis that is

attached as Exhibit "C" hereto; (ii) the density within the

Business Park shall not exceed 1.0 FAR on any individual

building site or an average .35 FAR throughout the entire

Business Park; and (iii) building height shall not exceed 75'.

Increasing the number of residential units and retail commercial

uses is strictly prohibited.

Any change of land use must address changes to the potable

water usage and identify if the potable water capacity

allocation under the applicable consumptive use permit is

available. Also, if, in the opinion of the City's Planning

Director, the change could increase total offsite traffic

impacts from the project (4,551 External Peak Hour Trips), the

Planning Director may require the Developer to provide a traffic

12

analysis, and if the traffic analysis reveals an increase in

traffic impacts as a result of the proposed change, as a

condition of the change of land use, the Developer shall be

required to mitigate those additional impacts by increasing the

mitigation that is provided for in Section 2 of PART III of this

Amended Agreement to the satisfaction of the City's Planning

Director.

3. Planned Mixed Use Development Zoning. Subsequent to

the approval of the Agreement (2010), the Developer submitted,

and the City Commission approved, an application to rezone

Ormond Crossings to a Planned Mixed Use Development ("PMUD").

4. Protection Against Change of Local Laws and Policies.

The City's laws and policies governing the development of land

at the time of the execution of this Amended Agreement shall

govern the development of Ormond Crossings for the duration of

this agreement. The City may apply subsequently adopted laws

and policies to Ormond Crossings in accordance with section

163.3233, Florida Statutes only if the City has held a public

hearing and determined:

(a) They are not in conflict with the laws and

policies governing this Amended Agreement and do not prevent

13

development of the land uses, intensities or densities provided

for in this agreement;

(b) They are essential to the public health, safety,

or welfare, and expressly state that they shall apply to a

development that is subject to this Amended Agreement;

(c) They are specifically anticipated and provided

for in this Amended Agreement;

(d) The City demonstrates that substantial changes

have occurred in pertinent conditions existing at the time of

approval of this Amended Agreement; or

(e) This Amended Agreement is based on substantially

inaccurate information supplied by the Developer.

This provision does not abrogate any rights that may

vest pursuant to common law.

5. Level of Service Standards. Ormond Crossings shall be

required to meet all level of service standards in the City's

Comprehensive Plan and all requirements of the City's

concurrency management system. However, the Developer may

14

satisfy the transportation concurrency requirements by meeting

the transportation conditions contained in Section 2 of Part III

of this Amended Agreement.

6. Periodic Review. The City shall review the progress of

Ormond Crossings once every 12 months to determine if there has

been demonstrated good-faith compliance with the terms of this

Amended Agreement. Beginning 12 months after the effective date

of this agreement and continuing annually thereafter, the

Developer shall provide the City with a written and accurate

status report which shall include all information necessary for

the City to conduct its 12 month review ("Annual Report"). Each

Annual Report shall include, but not necessarily be limited to,

a description of the development activities during the preceding

year and a representation that Developer is in compliance with

the terms and conditions of this agreement.

For each review conducted during years 6 through 10 of

this Amended Agreement, the review shall be incorporated into a

written report which shall be submitted to the parties to this

Agreement and the state land planning agency (DCA).

If the City finds, on the basis of substantial

competent evidence, that there has been a failure to comply with

15

the terms of this Amended Agreement, this agreement may be

revoked or modified by the City.

7. Monitoring Official. The City Manager, or designee,

shall be responsible for monitoring Ormond Crossings for

compliance by Developer with this Amended Agreement.

8. Duration. This Amended Agreement shall terminate

twenty (20) years from its effective date. This agreement may be

extended by mutual consent of the City and the Developer,

subject to a public hearing in accordance with Section 163.3225,

Florida Statutes.

9. Recording and Notice of Agreement. Within 14 days

after the City enters into this Amended Agreement, the City

shall record this agreement with the Clerk of the Circuit Court

in Volusia County. Any subsequent owner/developer or assignee

from Developer shall be subject to the provisions contained in

this agreement. Any contract or agreement for sale by Developer

of all or any portion of Ormond Crossings shall contain a legend

substantially in the following form fully printed or stamped

thereon:

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THE PROPERTY DESCRIBED HEREIN IS PART OF ORMOND

CROSSINGS AND IS SUBJECT TO THE ORMOND CROSSINGS

DEVELOPMENT AGREEMENT WHICH IS RECORDED IN THE PUBLIC

RECORDS OF VOLUSIA COUNTY, FLORIDA, WHICH IMPOSES

CONDITIONS, RESTRICTIONS AND LIMITATIONS UPON THE USE

AND DEVELOPMENT OF THE SUBJECT PROPERTY WHICH ARE

BINDING UPON EACH SUCCESSOR AND ASSIGN OF TOMOKA

HOLDINGS, LLC. A COPY OF THE ORMOND CROSSINGS

DEVELOPMENT AGREEMENT MAY BE REVIEWED AT THE PLANNING

DEPARTMENT, CITY OF ORMOND BEACH.

10. Effective Date. This Amended Agreement shall, in

accordance with section 163.3239, Florida Statutes, be recorded

within fourteen (14) days of the date it is fully executed and

it shall be effective upon recordation in the public records of

Volusia County, Florida.

17

11. Other General Conditions.

(a) Notwithstanding any provision contained in this

Amended Agreement to the contrary, the City shall have no

financial responsibility to contribute to or participate in the

funding, design, engineering, permitting and/or construction of

improvements to state roads, county roads, or roads constructed

or to be constructed within Ormond Crossings.

(b) Development of Ormond Crossings shall comply with

all applicable, federal, state and local laws, codes,

ordinances, rules and regulations which are hereby incorporated

herein by this reference. Failure of this Amended Agreement to

address a particular permit, condition, term or restriction

shall not relieve Developer of the necessity of complying with

the law governing the permitting requirements, conditions, term

or restriction. Local development permits (City or Volusia

County) approved or needed to be approved for development of

Ormond Crossings consist of the following: site plan approvals,

subdivision approvals, right-of-way utilization permits,

construction permits, gopher tortoise permits, wetland

alteration permits and building permits.

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(c) The Developer acknowledges that the requirements

and conditions of this Amended Agreement result from the impacts

of Ormond Crossings on public facilities and systems, are

reasonably attributable to the development of the project, are

based upon comparable requirements and commitments that the City

or other agencies of government would reasonably expect to

require a developer to expend or provide, and are consistent

with sound and generally accepted land use planning and

development practices and principles.

(d) This Amended Agreement and all the promises,

commitments, obligations, covenants, liabilities and

responsibilities of the Developer touch and concern Ormond

Crossings and shall continue to run with, follow and burden the

land at Ormond Crossings. To this end, the promises,

commitments, obligations, covenants, liabilities and

responsibilities of the Developer shall inure to the benefit of

the City and shall operate as a perpetual burden and servitude

upon the land at Ormond Crossings unless released by the City by

means of an appropriate recordable instrument approved and

executed by the City. Promises, commitments, obligations,

covenants, liabilities and responsibilities of the Developer

shall be binding upon the Developer and the Developer's heirs,

transferees, assigns and successors in interest, specifically

19

including, but not by way of limitation, building permit

applicants and any person or entity developing any part of

Ormond Crossings, and shall inure to the benefit of the City and

its assigns and successors in interest as to all parts and each

part of Ormond Crossings. The Developer shall pay any and all

costs of recording instruments in the Public Records of Volusia

County.

(e) If state and federal laws are enacted after the

execution of this Amended Agreement which are applicable to and

preclude the parties' compliance with this agreement, this

agreement shall be modified or revoked as is necessary to comply

with the relevant state or federal laws.

(f) Tract 18 consists of approximately 48.4 acres

within Ormond Crossings and is legally described and depicted in

Exhibit “A-1” to this Amended Agreement. The Developer and

Security First Insurance Company (“Security First”) entered an

Agreement of Purchase and Sale on or about March 16, 2017, and

entered a First Addendum thereto on or about March 16, 2017

(“Sales Agreement”) for the sale and development of Tract 18.

The Sales Agreement provides to Security First a right to

develop up to 275,000 square feet of office space, which shall

be deemed part of the total density and intensity of development

20

for Ormond Crossings that is allowed under Part II, Section 2 of

this Amended Agreement. Security First intends initially to

develop and construct approximately 100,000 square feet of

office space (the “Security First 100,000 Square Feet Tract 18

Project”). The Sales Agreement requires $750,000.00 in funds to

be held in escrow and to be used for the payment of

infrastructure improvements for Security First’s development and

construction of the Security First 100,000 Square Feet Tract 18

Project. The Developer believes the escrowed funds are

sufficient to fully and completely pay for the infrastructure

improvements, and further represents that the Sales Agreement

obligates Security First to pay for infrastructure improvement

costs that exceed the escrowed funds. The relief provided to

Developer in Part III, Sections 1(b), 2(a)(vi), 2(a)(vii), and

2(d) of this Amended Agreement apply to and are conditioned upon

the development and construction (to be evidenced by the

issuance of a certificate of occupancy and/or certificate of

completion) of the Security First 100,000 Square Feet Tract 18

Project.

In addition to the foregoing general conditions,

the following specific conditions are included in this Amended

Agreement.

21

PART III

Specific Conditions

1. Utility Facilities.

(a) The Developer shall be responsible for the necessary

extensions, upgrades and improvements to the City's utilities,

as described in the utility analysis that is attached as Exhibit

"C" hereto. All water and sewer lines and related facilities

that are installed or constructed at Ormond Crossings

(collectively the "Utility Facilities") shall be donated to the

City, without charge, upon the City's request. In the event the

Utility Facilities are donated or title thereto is otherwise

transferred to the CDD, as planned by the Developer, the

provisions hereof shall run with the title and the CDD shall be

obligated to donate the Utility Facilities to the City, without

charge, upon the City's request.

Notwithstanding any provision contained herein to the

contrary, the City and the entity with jurisdiction over

utilities shall have no financial responsibility to contribute

to or participate in funding of the design, engineering,

permitting, construction or installation of the Utility

Facilities, except for cost-sharing provisions currently or

22

hereafter contained in the City's Code of Ordinances and Land

Development Code, or as approved by the City Commission.

The Developer may provide for phasing of the Utility

Facilities in the PMUD.

(b) The Developer shall be relieved of its obligation to

pay for, and to provide, the Utility Facilities described in

Part III, paragraph 1(a) above, to and for the development of

the Security First 100,000 Square Feet Tract 18 Project provided

that such Utility Facilities are fully constructed by and at the

expense of Security First.

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2. Transportation.

(a) The Developer shall mitigate offsite

transportation impacts for Ormond Crossings, equal to 4,551

External Peak Hour Trips, by the following:

(i) The Agreement (2010) provided that no later

than July 31, 2013, the Developer was to pay the Florida

Department of Transportation ("FDOT") $500,000 as funding for a

PD&E study for general consideration of State Road 40

improvements from Tymber Creek Road to I-95 (the "PD&E study"),

with the limits of the PD&E study to be subject to the FDOT's

discretion. The Agreement (2010) further provided that if the

PD&E study was completed and paid for prior to July 31, 2013,

then instead of paying the $500,000 to the FDOT, the Developer

was to apply the $500,000 to traffic related improvements that

benefit Ormond Crossings as the City directs, or at the

direction of the City, some or all of the $500,000 was to be

applied to improvements or operations that have the affect of

reducing vehicle miles traveled from and to Ormond Crossings.

The Agreement (2010) further provided that the event the

$500,000 was paid to FDOT for the PD&E study, and developers,

builders or property owners at Ormond Crossings have paid or

thereafter pay mobility fees that are collected for the purpose

24

of funding state transportation improvements, including studies

like the PD&E study, then the Developer may be entitled to

mobility fee credits from the FDOT or the State of Florida. By

letter dated July 24, 2010 from the District Five Secretary for

FDOT, the FDOT agreed to accept incremental payments from

Developer in accordance with the following schedule:

Payment 1: $20,000 due August 1, 2014

Payment 2: $160,000 due July 1, 2015

Payment 3: $160,000 due July 1, 2016

Payment 4: $160,000 due July 1, 2017

The Developer paid to FDOT Payments 1, 2 and 3 in accordance

with the payment schedule, and the Developer shall make Payment

4 as required by the payment schedule.

(ii) Subject to approval of Volusia County (the

“County”), the Developer shall upgrade the approximately 4.15

mile segment of Tymber Creek Road from Airport Road to the I-95

underpass near the project's northern boundary (the "Tymber

Creek Road Upgrade"). The Tymber Creek Road Upgrade shall

consist of upgrading and repaving Tymber Creek Road within the

existing right-of-way to a standard 2-lane typical cross section

acceptable to the County. "Upgrade" shall mean utilizing

existing pavement and road base to the maximum extent possible

and providing lane widths and shoulders meeting the County's

25

currently adopted standards for a 2-lane undivided roadway. The

Developer is not responsible for new drainage improvements,

modifying existing turn lanes previously installed at the

entrance to the Southern Pines subdivision or building sidewalks

or bicycle trails along the roadway. The Tymber Creek Road

Upgrade shall commence within 1-year of the first subdivision or

site plan approval for the portion of Ormond Crossings that is

located west of I-95 and shall be completed within 1-year from

the date of commencement.

If the County does not approve all or a

portion of the roadway improvements provided for in this

Section 2(a)(ii), instead of completing those roadway

improvements, the Developer shall make alternative related

improvements or contributions to operations as provided for in

Section 2(k) below.

(iii) As a contribution to the future 4-laning of

Tymber Creek Road from Peruvian Trail to Airport Road (the

"Tymber Creek 4-laning"), the Developer shall defer its right to

use or sell transportation impact fee credits to which it may be

entitled in connection with the Tymber Creek Road Upgrade until

the County has collected $3,500,000 of transportation impact

fees in connection with building permits issued for construction

26

at Ormond Crossings. Developer's agreement to defer the use or

sale of transportation impact fee credits shall not reduce the

amount of transportation impact fee credits to which Developer

may be entitled pursuant to the applicable County ordinance or a

separate agreement between the Developer and Volusia County.

(iv) The Developer, the City and the North

Mainland/Ormond Crossings CRA Authority ("CRA Authority") shall

pursue the design and construction of Crossings Boulevard,

including the overpass of I-95, to address the conditions of

blight identified in the Master Redevelopment Plan North

Mainland CRA, dated March 2005. A portion of the funding for the

improvement shall be generated through the use of tax increment

funds (“TIF”) and a portion shall be provided by the Developer

or generated by the CDD through the use of special assessment

bonds.

The segment of Crossings Boulevard from

US-1, including a railroad fly-over, to a round-about is shown

on the plat of Ormond Crossings Phase A ("Segment 1"). The

design cross section of Segment 1 is shown on Exhibit "D"

hereto. The Developer shall design and permit Segment 1 and the

Developer or the CDD shall loan sufficient funds to the CRA

Authority (the "Segment 1 Loan") so the CRA Authority can

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commence construction of Segment 1 within 5 years after the plat

of Ormond Crossings Phase A is recorded, provided that in any

event, Segment 1 shall be completed prior to the project

exceeding 2,017 net external peak-hour trips. The terms and

conditions of the Segment 1 Loan shall be provided for in a

separate agreement between the Developer or the CDD and the CRA

Authority, provided that regardless of the amount of the loan to

the CRA Authority, repayment, including reimbursement of the

lender’s cost of money, shall be limited to the extent that the

County’s contribution of TIF shall be limited to $4,000,000 and

the City’s contribution shall be limited to $8,000,000, totaling

a maximum contribution of $12,000,000.

Crossings Boulevard shall be extended from

Segment 1, including an I-95 fly-over, to connect to an internal

roadway within Ormond Crossings, west of I-95 ("Segment 2").

The design cross section of Segment 2 is shown on Exhibit "E"

hereto. The Developer or the CDD shall commence design and

permitting of Segment 2 at such time as the CRA Authority

provides written notice that it can reasonably foresee having

the ability, within 2 years, to repay the Segment 1 Loan. The

Developer or the CDD shall proceed with the construction of

Segment 2 upon repayment of the Segment 1 Loan or as soon as the

design and permitting of Segment 2 are completed, whichever is

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later, provided that in any event Segment 2 shall be completed

prior to the project exceeding 4,000 net external peak-hour

trips. The Developer shall construct or cause a successor

developer or developers to construct an internal roadway system

that provides a connection from the point of terminus of

Segment 2 to US-1, northwest of its interchange with I-95. That

roadway connection to US-1 shall be completed prior to buildout

of 1,000 residential units at Ormond Crossings, regardless of

whether or not Segment 2 has been constructed by that time.

(v) Within 6 months following commencement of

construction of Segment 1 by the CRA Authority, the Developer or

the CDD shall commence construction of a road segment from the

point of terminus of Segment 1 northward to connect to Tymber

Creek Road via an I-95 underpass (the "East-West Connector

Road"). The design cross section of the East-West Connector Road

is shown on Exhibit "F" hereto. The East-West Connector Road

shall be completed within 1 year following commencement or when

Segment 1 is completed, whichever is later.

(vi) Developer shall install a traffic signal at

US-1 and Broadway Avenue ("Broadway Signal") and turn lane

improvements (the "Broadway Turn Lanes"). The Broadway Turn

Lanes shall consist of an eastbound left-turn lane, through

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lane, and right-turn lane on Broadway Avenue at US-1 and a

southbound right-turn lane on US-1 at Broadway Avenue. The

Broadway Turn Lanes shall be constructed prior to the eastbound

(Broadway Avenue) approach traffic exceeding 53 vehicles during

the eight highest hours of an average weekday, as documented in

the Annual Report. The Broadway Signal shall be installed

within one year after the eastbound (Broadway Avenue) approach

traffic meets traffic signal warrants based on FDOT study

procedures.

The Developer shall be relieved of its obligation to

pay for, and to provide, the Broadway Turn Lanes for the

development and construction of the First Security 100,000

Square Feet Tract 18 Project provided that the Broadway

Turn Lanes are fully constructed by and at the expense of

Security First. In addition, the development and

construction of the Security First 100,000 Square Feet

Tract 18 Project, as evidenced by the issuance of a

certificate of occupancy for the building structure and the

issuance of a certificate of completion for the

infrastructure improvements, shall not trigger the

requirement for the Developer to pay for and install the

Broadway Signal.

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(vii) Developer shall install a traffic signal

and additional turn lanes at US-1 and Hull Road (the "Hull Road

Signal and Turn Lanes"). The Hull Road Signal and Turn Lanes

shall consist of a southbound (US-1) right-turn lane at Hull

Road, extension of the northbound (US-1) left-turn lane to 600

feet, and signalization. Construction shall be completed by

December 31, 2012, provided that if the traffic signal is not

warranted or if there have been no certificates of occupancy

issued within Ormond Crossings by then, the Hull Road Signal and

Turn Lanes shall be installed and constructed within one year

following the date the traffic signal is warranted or the first

certificate of occupancy has been issued, whichever is later.

The development and construction of the Security First

100,000 Square Feet Tract 18 Project, as evidenced by the

issuance of a certificate of occupancy for the building

structure and the issuance of a certificate of completion for

the infrastructure improvements, shall not trigger the

requirement for Developer to pay for and provide the Hull Road

Signal and Turn Lanes.

(viii) As provided by subsection (vi) above,

Developer shall install the Broadway Signal. Developer shall

also install traffic signals at the entrances to Ormond

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Crossings from US-1 north and south of the I-95 interchange when

traffic meets traffic signal warrants based on FDOT study

procedures. Concurrently with the installation of each of those

three traffic signals, the Developer shall also install

communication cable or wireless devices connecting the new

traffic signal to adjacent traffic signals within 0.5 mile along

US-1. Within 6 months following a request from the City or

County, but not later than December 31, 2020, Developer shall

provide the City and County with a timing study for the traffic

signals on US-1 from the northern entrance to Ormond Crossings

on US-1 to the southern entrance on US-1 at Crossings

Boulevard/Pine Tree Road.

(ix) Prior to the project exceeding 2,275 net

external peak-hour trips, the Developer shall complete the

following improvements at the I-95/US-1 interchange:

• To the I-95 southbound ramps, add a

second southbound I-95 to southbound US-1 left-turn lane,

convert the existing inside left-turn lane to a shared

through/left-turn lane and extend the southbound I-95 to

northbound US-1 right-turn lane to 550 feet.

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• To the I-95 northbound ramps, add a

second I-95 northbound to US-1 southbound left-turn lane and

extend the northbound I-95 to northbound US-1 right-turn lane to

550 feet.

In the event adjustments to existing traffic

signals are necessary in connection with the above improvements,

the Developer shall make those adjustments but shall not be

required to upgrade the signals with mast arms.

(b) All roadways within Ormond Crossings shall be

designed and constructed in accordance with applicable standards

of the FDOT, the County or the City, depending on the agency

responsible for the particular roadway. All site plan and site

specific development issues shall be addressed in the PMUD and

as part of the subdivision and site plan review processes to

ensure compliance with the City's Comprehensive Plan. The

Developer shall be responsible for construction of new roadways

and improvements, based on the City's local road design

standards, to portions of Pineland Trail and Harmony Avenue that

are within or bordering Ormond Crossings, which will be reviewed

and approved through the PMUD and site plan processes to ensure

compliance with the City's requirements. The layout, design and

roadway construction standards shall be determined by City staff

33

in accordance with the typical City roadway details during the

rezoning and development approval processes. The Developer has

a right under the PMUD process to request waivers and

alternative design standards as prescribed by the City's Land

Development Code or as may be provided for in the PMUD. If

increased roadway capacity resulting from improvements by the

Developer to City streets or roadways is not all required for

project related traffic, the Developer or assignee may be

entitled to credits for transportation impact fees due to the

City in connection with construction within the project. Any

transportation impact fee credits shall be determined in

accordance with the provisions of the City's impact fee

ordinance or separate agreement between the Developer and the

City.

(c) Except as provided for herein with respect to

Crossings Boulevard or hereafter specifically agreed in writing,

the City and the entity with jurisdiction over the facilities

have no financial responsibility to contribute to or participate

in the funding of the design, engineering, permitting and/or

construction of roadway improvements for Ormond Crossings.

(d) The City shall establish a multi-modal

transportation district for the area of the City that includes

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Ormond Crossings requiring transit services, facilities and

amenities as well as transit oriented development practices and

principles to accommodate growth in the area. Ormond Crossings

shall adhere to transit oriented development design principles

and concepts within an area appropriate for future transit (see

"Accessing Transit, design handbook for Florida Bus Passenger

Facilities," FDOT Version II 2008). Prior to the issuance of

the first certificate of occupancy at Ormond Crossings, the

Developer shall enter into an agreement with the City and

Votran, which addresses roadway and transit capital, operations

and maintenance funding. Beginning in the fifth year after that

agreement is entered into, Developer shall meet annually with

the City and Votran to decide on appropriate multi-modal

transportation strategies and operations for the following year.

The issuance of a certificate of occupancy for the Security

First 100,000 Square Feet Tract 18 Project, as evidenced by the

issuance of a certificate of occupancy for the building

structure and the issuance of a certificate of completion for

the infrastructure improvements, shall not trigger the

requirement that Developer enter the agreement with the City and

Votran.

(e) In order to provide safe access and preserve

operational capacity, left and right turn deceleration lanes

35

shall be installed by the Developer at all entrances to Ormond

Crossings on collector and arterial roadways, as determined by

the appropriate maintaining agency. Pedestrian and transit

considerations shall be considered in the design. The Developer

and the appropriate maintaining agency shall confirm the need

for and the cost of signalization at the entrances to Ormond

Crossings consistent with policies of the appropriate

governmental entity and when nationally recognized warrants

(FHWA’s Manual of Uniform Traffic Control Devices) are met.

Signal costs at entrances to Ormond Crossings are the financial

responsibility of the Developer through buildout of the project.

(f) In the interest of safety, and to promote

alternative forms of transportation, the Developer shall provide

the following bicycle and pedestrian systems:

(i) The on-site bicycle systems shall be

connected into any adjacent external bicycle systems existing at

the time of construction;

(ii) Covered walkways shall be designed into the

front of non-residential structures to the maximum extent

practicable;

36

(iii) In all areas of Ormond Crossings where

cycling will be accomplished on both sidewalk/bikeways and

streets, appropriate signage identifying bike routes will be

installed;

(iv) Connections for bicyclists and pedestrians

shall be provided between residential neighborhoods, employment

centers and commercial areas to the maximum extent practical;

(v) Bicycle support facilities (e.g., parking

and lockers) shall be provided at commercial areas and all work

areas; and

(g) The following transit related actions are

required:

(i) Bicycle lockers or bicycle racks, transit

passenger shelters and transit parking bays shall be constructed

where necessary to augment and facilitate the operations of

transit service to the site as determined by the City in

consultation with Votran;

(ii) Transit pull-out bays and transit shelters

as required by the City in consultation with Votran shall be

constructed on-site by the Developer;

37

(iii) A site shall be provided for multiple

future transit stops to accommodate buses at a location

determined by the City in consultation with Votran and the

Developer at the time of site plan approval;

(iv) At the City's request, the Developer shall

enter into an agreement with the City in consultation with

Votran in order to determine the appropriate number and location

of pull-out bays, transit shelters, covered walkways and their

location on the site, the size of a future transit super-stop if

determined by the City to be appropriate for the estimated

ridership, and the viability of a CDD operated internal tram

system to provide transportation to destinations and transit

stops within the project; and

(v) When studies are conducted to implement bus

service, the Developer shall fully cooperate with the City in

donating necessary right-of-way that may be necessary for the

route, transit stations, park & ride facilities and other

accoutrements deemed warranted by Votran, in consultation with

the City.

(h) The Developer shall promote and encourage

variable work hours and flextime participation by on-site

employers. The Developer, employers and owners shall make known

38

to tenants and residents that Ormond Crossings has access to an

existing ride-sharing program operated by Votran. Transit and

current ride-sharing information shall be prominently displayed

in all public gathering areas, in employment centers and other

areas as suggested by Votran and the City. Transit access on

public rights-of-way, if necessary, shall be provided to meet

Votran specifications to facilitate transit to the site. To

reduce peak hour trips, the Developer (CDD or property owner

associations) may designate a part-time ride sharing coordinator

who is responsible for working with the area transit provider,

conducting employee ridesharing campaigns within the project,

publicity, processing applications, distribution information

(including transit information).

(i) The Developer shall coordinate with the City,

Votran, the CDD and any property owner associations to ensure

the provision of park and ride spaces on site and construct an

area for use as a rideshare lot to lessen the overall impacts on

regional roadways. Spaces for at least 200 vehicles shall be

provided and may be shared with parking for commercial land

uses. The park and ride spaces shall be proximate to the bus

transit stops when established. Park and ride spaces shall be

aggregated into groupings of not less than 25 spaces per

designated park and ride area, which shall be indicated with

appropriate signage. The Developer shall coordinate with City

39

and Votran to accomplish these requirements at the time of site

development.

(j) In order to minimize impacts to the roadway

network, roads within Ormond Crossings shall, subject to

environmental constraints, be interconnected to the maximum

extent feasible as determined by the City. The project will

generally be connected to existing neighborhoods and will tie

into local streets, where feasible and as deemed appropriate by

the appropriate local government.

(k) The transportation mitigation projects and other

mitigation activities to reduce vehicle miles traveled from and

to Ormond Crossings are sufficient for the impacts of the

project, including impacts on Volusia County roadways. The City

hereby acknowledges and agrees that by complying with the

provisions of this Section 2, the Developer shall be entitled to

fully and completely develop Ormond Crossings without further

transportation improvements. If any of the transportation

mitigation projects are unnecessary because they were or are

being undertaken by a third party or are not possible because

they are not approved by the entity with jurisdiction or for any

other reason, the Developer shall make alternative traffic

related improvements or contributions to operations that have

40

the affect of reducing vehicle miles traveled from and to Ormond

Crossings as directed by the City, provided that any alternative

mitigation of offsite transportation impacts shall not exceed

the cost of the individual transportation mitigation projects

being replaced.

3. Recreation.

(a) The Developer deeded to the City by Warranty Deed

dated July 29, 2010 (which deed has been recorded at Book 6507,

Pages 4363 through 4366 of the public records of Volusia County,

Florida) title to that parcel of land, containing approximately

17 acres, which is more particularly described on Exhibit "G"

hereto (the "City Park Site"). The City took title to the City

Park Site subject to a restriction limiting the uses thereof to

the following: park; recreational facilities; fire station;

police station; emergency management services; parking for public

vehicles and equipment; and any other public use approved by the

Developer.

(b) Prior to the buildout of 2,000 residential units

at Ormond Crossings, the Developer shall deed to the City, using

deed forms acceptable to the City, title to a total of 45 acres

of uplands to serve as park sites ("Project Park Sites"). The 45

41

acres shall be contained in not more than 5 Project Park Sites to

balance the need to provide parks that are walkable for most of

the Ormond Crossings residents with the City's concern that it

could be burdened with the need to maintain numerous park sites

scattered throughout the project.

Prior to the buildout of 1,000 residential units

at Ormond Crossings, on the Project Park Sites, or other sites

donated by Developer to the CDD or a property owners association,

the Developer shall provide, or cause to be provided, the

following recreational facilities:

(i) 1 community center consisting of 6,000 square

feet of space which shall be owned and operated by the City;

(ii) a trail system, including a minimum of

.75 miles of hard surface walkways;

(iii) a picnic shelter with restrooms;

(iv) 1 soccer/football field;

(v) 1 baseball/softball field;

(vi) 2 outside basketball courts with lights;

42

(vii) 2 shuffle board courts;

(viii) 1 bocce ball court;

(ix) 1 tennis court; and

(x) 1 racquetball court.

Prior to buildout of 2,000 residential units at

Ormond Crossings, on the Project Park Sites, or other sites

donated by Developer to the CDD or a property owners association.

Developer shall provide, or cause to be provided, the following

recreational facilities:

(i) 1 or more community centers consisting of an

aggregate of 4,000 sq. ft. of space which shall be owned and

operated by the City, the CDD or one or more property owners

associations;

(ii) a trail system, including a minimum of .525

miles of hard surface walkways;

(iii) passive park area of 36.5 acres (in addition

to the Project Park Sites);

(iv) an off-leash dog park;

43

(v) a covered playground area;

(vi) 1 baseball/softball field;

(vii) 2 outside basketball courts with lights;

(viii) 2 shuffle board courts;

(ix) 1 bocce ball court;

(x) 2 tennis courts; and

(xi) 1 racquetball court.

The City acknowledges that the need for recreational

facilities is a function of the population therefore adjustments

to these requirements can be expected to occur as the project

proceeds.

(c) Developer shall not be entitled to any impact fee

credits or other compensation in connection with the donation of

the City Park Site. However, Developer shall be entitled to

recreation impact fee credits in connection with the donation of

the Project Park Sites. The recreation impact fee credits in

connection with the donation of the Project Park Sites shall be

44

in accordance with Chapter 1, Article IV, Section 1-27 of the

City of Ormond Beach Land Development Code (December 1, 2006).

In addition, whoever pays for the facilities listed in

subsection (b) above shall be entitled to recreation impact fee

credits also as allowed in Chapter 1, Article IV, Section 1-27

of the Ormond Beach Land Development Code (December 1, 2006).

4. Education. Prior to the issuance of residential

building permits at Ormond Crossings by the City, the Developer

shall deed to the Volusia County School Board, using a deed form

acceptable to the School Board, title to an elementary school

site at a location acceptable to the City and the School Board.

The school site shall contain a minimum of 20 contiguous

reasonably compact useable upland acres and shall be located

proximate to the residential land uses and shall be connected to

the residential land uses by an interconnected bicycle and

pedestrian trail system.

5. Public Safety.

(a) The Developer shall provide a fire station site,

acceptable to the City, containing a minimum of 3 upland acres,

which shall be located within a service delivery area acceptable

to the City for purposes of providing fire and emergency

45

management services at Ormond Crossings. The title to the fire

station site shall be deeded to the City free of charge, using a

deed form acceptable to the City, and shall be free and clear of

liens or encumbrances. The fire station site shall be included

in Phase A (initial plat) of the project. At any time following

platting, the Developer shall convey title to the fire station

site to the City within 90 days following a request from the

City.

(b) Developer shall pay to design and construct a

fire station at Ormond Crossings and purchase a "Class A" pumper

vehicle and a ladder truck to serve the project ("Fire

Station/Truck Costs"). If the City adopts an impact fee for

public safety facilities that pertain to costs like the Fire

Station/Truck Costs, then the cost of the Fire Station/Truck

Costs shall be offset by any applicable impact fees that are

paid as a result of construction at Ormond Crossings. If

Developer advances any amounts to pay Fire Station/Truck Costs

that would be offset by future impact fee payments, Developer

shall be entitled to assignable impact fee credits equal to the

amount advanced.

PART IV

General Provisions

46

1. Venue and Enforcement. This Amended Agreement shall be

governed by and construed in accordance with the laws of the

State of Florida. Exclusive venue for purposes of litigation

shall be Volusia County, Florida. This agreement may be enforced

as provided for in Section 163.3243, Florida Statutes.

2. Notice. Any and all notices required or allowed to be

given in accordance with this Amended Agreement shall be mailed

or delivered as follows:

47

To the Developer: Tomoka Holdings, LLC 393 Palm Coast Parkway, SW Suite 1 Palm Coast, Florida 32137 Attention: President/Manager Telephone: (386) 931-9146 And to: F. A. (Alex) Ford, Jr. 145 E. Rich Ave, Suite C DeLand, Florida 32724 (386) 734-3451

To the City: City of Ormond Beach P.O. Box 277

Ormond Beach, Florida 32175-0277 Attention: City Manager Telephone: (386) 676-3200 Attention: City Attorney Telephone: (386) 676-3217 3. Severability. In the event any provision of this

Amended Agreement shall be declared invalid, illegal or

unconstitutional by a court of competent jurisdiction, such

adjudication shall in no manner affect the other provisions of

this agreement which shall remain in full force and effect as if

the provision declared invalid, illegal or unconstitutional was

not originally a part hereof, provided, however, that if the

result of the severance of the provision results in harm to the

public health, safety or welfare, results in a public harm, or

substantially negates a public benefit or imposes a public

burden, then the provisions of this agreement shall be deemed

48

not severable and this agreement shall be reformulated and

reconstituted to avoid that consequence.

4. Cooperation in the Event of Legal Challenge. In the

event of any legal action instituted by a third party or other

governmental entity or official challenging the validity of any

provisions of this Amended Agreement, the parties hereby agree

to cooperate in defending such action.

5. Joint Preparation. Preparation of this Amended

Agreement has been a joint effort of the parties and the

resulting document shall not, solely as a matter of judicial

construction, be construed more severely against one of the

parties than the other.

6. Exhibits. All Exhibits attached hereto contain

additional terms of this Amended Agreement and are incorporated

herein by reference.

7. Caption or Section Headings. Captions and section

headings contained in this Amended Agreement are for convenience

and reference only, and in no way define, describe, extend or

limit the scope or intent of this agreement, nor the intent of

any provision hereof.

49

8. Further Assurances. Each of the parties hereto shall

execute, acknowledge and deliver, or cause to be executed,

acknowledge and delivered, all such further acts and assurances

as shall be reasonably requested by the other party in order to

carry out the intent of this Amended Agreement and give effect

hereto to the extent allowed and in a manner permitted by law.

Without any manner limiting the specific rights and obligations

set forth in this agreement or legally limiting or infringing

upon the governmental authority of the City, the parties hereby

declare their intention to cooperate with each in effecting the

terms of this agreement and to coordinate the performance of

their respective obligations under the terms of this agreement.

9. Amendment or Cancellation. This Amended Agreement may

be amended or canceled by written mutual consent of the parties

or by their successors in interest.

10. Disclaimer of Third Party Beneficiary. This Amended

Agreement is solely for the benefit of the parties hereto and no

right or cause of action shall accrue by reason hereof to or for

the benefit of any third party not a party hereto. Nothing in

this agreement, expressed or implied, is intended or shall be

construed to confer upon or give any person or entity any right,

50

remedy or claim under or by reason of this agreement or any

provisions or conditions hereof, other than the parties hereto

and their respective representatives, successors and assigns.

WHEREFORE, the parties hereto have caused these presents to

be signed all as of the date and year first above written.

ATTEST: CITY OF ORMOND BEACH, a Florida

municipal corporation __________________________ _______________________________ JOYCE A. SHANAHAN, Bill Partington, City Manager Mayor STATE OF FLORIDA ) COUNTY OF VOLUSIA )

The foregoing instrument was acknowledged before me this ___

day of ______________, 2017, by Bill Partington and Joyce A. Shanahan, the Mayor and City Manager respectively, for and on behalf of the City of Ormond Beach, a Florida municipal corporation, who are personally known to me and who did not take an oath.

WITNESS my hand and official seal this ___ day of ______, 2017. ________________________________

Notary signature (Seal) ________________________________

Printed name WITNESSES: TOMOKA HOLDINGS, LLC, a Florida

Limited liability company _________________________ _______________________________ Printed Name William I. Livingston President/Manager _________________________ Printed Name

51

STATE OF FLORIDA ) COUNTY OF VOLUSIA ) The foregoing instrument was acknowledged before me this ___ day of _________, 2017, by William I. Livingston, the President/Manager, for and on behalf of the Tomoka Holdings, LLC, who is personally known to me and who did not take an oath. WITNESS my hand and official seal this ___ day of ______, 2017.

________________________________ Signature

(Seal) ________________________________ Printed Name

c:\docs\projects\oc\development agreement\OC-development agreement final 1/21/10

52

EXHIBITS

A. Legal Description for Ormond Crossings A-1 Legal Description for Tract 18 B. Master Plan C. Utility Analysis D. Design Cross Section for Crossings Boulevard

Segment 1 E. Design Cross Section for Crossings Boulevard

Segment 2 F. East-West Connector Road G. City Park Site (Warranty Deed)

CCiittyy MMaannaaggeerr •• 2222 SS.. BBeeaacchh SSttrreeeett •• OOrrmmoonndd BBeeaacchh •• FFlloorriiddaa •• 3322117744 •• ((338866)) 667766--33220000 •• FFaaxx ((338866)) 667766--33338844

Page 1 of 4

CITY MANAGER MEMORANDUM

To: The Honorable Mayor Partington and City Commissioners

Through: Joyce A. Shanahan, City Manager

From: Ric Goss, Planning Director

Date: July 25, 2017

Subject: Ormond Crossing Development Agreement - 1st Amendment

Commission Goal: Economic Development - Economic Development Plan

Introduction This is an ordinance to approve the first amendment to the Ormond Crossings Development Agreement between the City of Ormond Beach and Tomoka Holdings, LLC, the owner/developer (Developer) of the Ormond Crossings project. The Development Agreement was approved by the City Commission on February 19, 2010. Background The City of Ormond Beach and Developer initiated planning efforts for the 2,924 acre mixed-use development known as Ormond Crossings in 2002. The project located on the south side of the FEC railroad spans both sides of Interstate 95 and is north of the City of Ormond Beach Municipal Airport. The Development Agreement is consistent with the requirements of the Florida Local Government Development Agreement Act (Sections 163.3220-163.3243, Florida Statutes). The Development Agreement provides for general and specific requirements of the Developer to address the impacts of the project on transportation, emergency management, educational, recreational and utility services, and facilities. The transportation improvements consist of several different improvements to City, County, and State/Federal roads. The majority of the improvements are the sole responsibility of the Developer. The one exception is Crossings Boulevard; an arterial road that spans both sides of I-95 and includes elevated crossings of the FEC railroad and I-95. Discussion Transportation studies were conducted by the Developer’s consultant, Lassiter Transportation Group, Inc., to provide a preliminary traffic analysis of the impacts of the

Page 2 of 4

Security First Managers proposed 100,000 square foot office headquarters project. Included in the studies were analysis of the warrant studies for the intersections of US1 at Hull Road and US1 and Broadway Avenue. A summary of the substantive recommended revisions to the Development Agreement that allow Developer to modify the timing of some of the mitigation requirement as stated in the Development Agreement include the following provisions with staff comments:

Page 5 [Recitals, (L)]: deleted the word “commercial”, leaving only “office space”. Also added language to clarify the right to develop up to 275,000 square feet is part of the total density and intensity for Ormond Crossings provided in Part II, Section 2 of the agreement.

o Staff Comment: To clarify the use and potential intensity of the Security

First Tract 18 project, this section of the Development Agreement has been modified.

Page 15 [Part II, Section 8]: changed the term of the agreement from 15 to 20 years.

o Staff Comment: Given how long it has taken to move this project forward,

the duration change to 20 years from the date of the amended agreement is appropriate.

Page 22, [Part llI, Section 1 (b)]: added the provision: Developer is relieved of its obligation to pay for, and to provide the, Utility Facilities described in Part III, para. 1(a), to and for the development of the Security First 100,000 square feet Tract 18 project provided that such Utility Facilities are fully constructed by and at the expense of Security First.

o Staff Comment: The Developer is providing Security First Managers with

capital to construct the necessary utilities to the Tract 18 project site. Therefore, the First Amendment to the Ormond Crossing Development Agreement allows the Developer to be relieved of the development of utilities, as described in Part III, paragraph 1(a) of the Amended Development Agreement, and requires Security First Managers to construct the specified utilities at its expense.

Page 28, [Part III, Section 2, (a)(vi)]: added the provision that the development and construction of the Security First 100,000 square feet Tract 18 Project shall not trigger the requirement for the Developer to pay for and provide the Broadway Avenue/ US 1 Signal and turn lanes.

o Staff Comments: The Planning Department reviewed the Preliminary

Traffic Signal Warrant Study for US 1 at Broadway Avenue and US 1. The analysis assessed the impact to intersection volumes (Warrants 1a and 1b) in evaluating the appropriateness for traffic signal control versus side-street STOP sign control. The traffic signal warrant summary depicted under Condition A (Minimum Vehicular Volume Warrant) indicates a traffic signal is not warranted at least 8 hours of the average day. Condition B

Page 3 of 4

(Interruption of Continuous Traffic Warrant) is met for at least eight hours of the day for eastbound Broadway Avenue as a single lane approach (existing condition), this approach is being widened to add two more lanes with the development of the office building. Under the Two-Lane Approach criterion, this warrant is not met for the eight hours of the day - it is met for only five hours of the day. In summary, staff agrees with the findings of the traffic analysis conducted by the Developer’s consultant, Lassiter Transportation Group, that a traffic signal is not warranted for the US 1/Broadway Avenue intersection. The Turn Lanes are to be fully constructed and paid by Security First.

Page 30, [Part III, Section 2(a)(vii)]:The development and construction of the Security First 100,000 square feet Tract 18 Project shall not trigger the requirement for the Developer to pay for and provide the Hull Road and Signal and Turn Lanes.

o The Planning Department reviewed the Preliminary Traffic Signal Warrant

Study for Hull Road at US 1. The study assumed no trip distribution from the office development to Hull Road since there was no direct road to Hull Road. Current trips at the intersection did not trip warrants even for a single lane approach.

Page 33, [Part III, Section 2(d)]: The issuance of a certificate of occupancy for the Security First 100,000 Square Feet Tract 18 Project shall not trigger the requirement that the Developer enter the agreement with the City and Votran.

o Staff Comment: The requirement is that prior to issuance of the 1st CO, the

master developer is required to enter into an agreement with Votran and the City. Five year after the execution of this agreement, the Master Developer is required to meet with the City and Votran to decide which of the multimodal projects should be implemented. However, the Preliminary Traffic Signal Warrant Study indicates the duration of traffic congestion is at only am and pm peak hour. The Votran agreement as a traffic management strategy is not needed at this time. As more industrial and commercial development occurs, the Votran Agreement will be needed to contain congestion at peak hour periods and mid-day to maintain a smooth travel time without substantial delays on the roadway network.

Budget Impact There is no budget impact. Citizen Impact Retention and expansion of existing employers in Ormond Beach that provide above average wages is important to increasing the financial wealth of Ormond Beach residents. It is equally important that Ormond Beach expand its non-residential tax base by promoting and incentivizing quality commercial and industrial development.

Page 4 of 4

Recommendation Staff recommends the City Commission approve the proposed first amendment to the Development Agreement between the City of Ormond Beach and Tomoka Holdings to allow for the construction of the Security First Manager office headquarters on tract 18 within the proposed Commerce Park portion of Ormond Crossings.

Attachments:

17-014A,O,DA&E - ORMOND CROSSING 1ST AMND DEV AGMNT FIRST SECURITY TRACT 18 P17-0107G MT # 3226 (PDF)

4290.01 - Tomoka Holdings - US 1 at Broadway Ave - TSWS Letter - 03-17-17 - Digitally Signed-rpg (PDF)

4291.01 - Tomoka Holdings - US 1 at Hull Rd - TSWS Letter - 03-27-17 - Digitally Signed -rpg (2) (PDF)

REVIEWED BY:

APPROVED BY:

1450 W. Granada Blvd., Suite 2 Ormond Beach, FL 32174 Phone 386.257.2571 Fax 386.257.6996

www.lassitertransportation.com

Via E-mail: (csmith@allete.com)

Ref: 4290.01

March 17, 2017

Clint Smith, PETomoka Holdings, LLC145 City Place, Suite 300Palm Coast, FL 32164

Re: Preliminary Traffic Signal Warrant Study – US 1 at Broadway AvenueOrmond Beach,, FL

Dear Mr. Smith:

Lassiter Transportation Group, Inc. (LTG) has been retained to provide a preliminary traffic signal warrant study (TSWS) for the intersection of US 1 at Broadway Avenue based on the proposed development of a 100,000 sq. ft. office building located south of the intersection of Tymber Creek Road and Broadway Avenue (see Figure 1 below). The proposed site plan for the office building is attached as Exhibit 1.

The Florida Department of Transportation (FDOT) has jurisdiction over whether or not a traffic signal is to be permitted on a state road (US 1 is SR 5). The procedure adopted by FDOT to determine whether or not a traffic signal should be installed is identified in the Manual on Uniform Traffic Control Devices (MUTCD) published by the Federal Highway Administration of the US Department of Transportation. That procedure identifies various signal warrant criteria ranging from traffic volume thresholds, to safety thresholds, to pedestrian thresholds, to combinations of thresholds. In the case of evaluating a proposed development’s impact to an intersection’s operation, typically it is the volume threshold that applies in a predictive manner. This particular analysis assessesthe impact to intersection volumes (Warrants 1a and 1b) in evaluating the appropriateness for traffic signal control versus side street STOP sign control.

Warrants 1a (Volume Warrant) and 1b (Interruption of Continuous Flow Warrant) have established hourly approach volume thresholds that are to be met for at least eight hours of the day. In a predictive warrant analysis, those volumes consist of existing traffic already on the road in addition to predicted volumes from new development (such as the proposed 100,000 sq. ft. office building). This requires the data collection of existing counts and the estimate of office building-generated traffic.

The volumes warranting traffic signal control are further described as main street volumes versus side street volumes. In this case, US 1 is the main street and Broadway Avenue is the side street. In evaluating side street volumes, only the higher of the two side street approaches are considered. In this case, since the proposed office building is located [nominally ] west of US 1, the west (or eastbound) approach is the focus of the study.

Since it has been obviously demonstrated that the volumes on US 1 in the vicinity of Broadway Avenue clearly meet warrant criteria by the presence of numerous traffic signals on US 1 (to the north, signals at Plantation Bay, Destination Daytona and the two I-95 ramp intersections; and to the south, with traffic signals at Airport Road, Nova Road, Wilmette Avenue and SR 40), traffic counts of US 1 were not observed since they clearly meet the main street warrant thresholds. Instead, traffic counts were only collected from the side street (in this case the Broadway Avenue eastbound approach) to determine the existing base condition of counts that are currently approaching US 1 during the various hours of the day. Table 1 below presents the eastbound approach volumes on an hourly basis.

Project No.: 4290.01 Figure: 1

US 1/Broadway Ave Traffic SignalWarrant Study

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1450 W. Granada Blvd., Suite 2, Ormond Beach, Florida 32174Telephone: 386.257.2571 Fax: 386.257.6996 EB# 0009227

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Table 1Existing Eastbound Approach Volumes

US 1 at Broadway Avenue

- 2/14/2017 2/15/2017 2/16/2017Midnite - 1:00 AM 0 4 4 3

1:00 AM - 2:00 AM 0 0 2 12:00 AM - 3:00 AM 0 2 0 13:00 AM - 4:00 AM 0 2 1 14:00 AM - 5:00 AM 1 3 6 35:00 AM - 6:00 AM 3 3 4 36:00 AM - 7:00 AM 14 12 24 177:00 AM - 8:00 AM 22 29 33 288:00 AM - 9:00 AM 33 35 40 369:00 AM - 10:00 AM 17 34 31 27

10:00 AM - 11:00 AM 32 33 24 3011:00 AM - Noon 23 28 37 29

Noon - 1:00 PM 22 30 28 271:00 PM - 2:00 PM 27 34 40 342:00 PM - 3:00 PM 20 41 14 253:00 PM - 4:00 PM 27 22 20 234:00 PM - 5:00 PM 16 25 17 195:00 PM - 6:00 PM 13 23 17 186:00 PM - 7:00 PM 9 8 14 107:00 PM - 8:00 PM 8 16 8 118:00 PM - 9:00 PM 4 4 11 69:00 PM - 10:00 PM 2 8 6 5

10:00 PM - 11:00 PM 5 7 2 511:00 PM - Midnite 2 4 1 2

300 407 384 364

AverageFrom To

Totals

Count Period Count Date

The column labeled “Average” in Table 1 represents the three-day average weekday condition (of a Tuesday, Wednesday, Thursday count period). It is this three-day average weekday count that is compared to the warrant criteria.

The next step is to estimate the hourly trips from the proposed 100,000 sq. ft. office building that would be added to the existing eastbound Broadway approach traffic at its intersection with US 1. LTG chose to use the outbound hourly distribution of traffic observed via counts taken at a similar office development in nearby Daytona Beach (the Cornerstone office buildings located in the southwest quadrant of the LPGA Boulevard/Williamson Boulevard intersection). The distribution of those outbound trips is provided in Table 2.

Clint Smith, PEMarch 17, 2017Page 4

Table 2Hourly Distribution of Outbound Office Trips

US 1 at Broadway Avenue Warrant Study

7:00 a.m. - 8:00 a.m. 2.6%8:00 a.m. - 9:00 a.m. 2.6%9:00 a.m. - 10:00 a.m. 7.2%

10:00 a.m. - 11:00 a.m. 3.8%11:00 a.m. - 12:00 p.n. 6.0%12:00 p.m. - 1:00 p.m. 6.8%

1:00 p.m. - 2:00 p.m. 8.9%2:00 p.m. - 3:00 p.m. 6.4%3:00 p.m. - 4:00 p.m. 8.9%4:00 p.m. - 5:00 p.m. 12.3%5:00 p.m. - 6:00 p.m. 23.8%6:00 p.m. - 7:00 p.m. 3.4%

Time of Day

From To

% of Daily Outbound

Trips

Source: Cornerstone Offices at LPGA Blvd/Williamson Blvd

The hourly distribution of outbound office trips presented above in Table 2 account for the majority of the outbound trips between the hours of 7:00 a.m. and 7:00 p.m. (92.8%). These are the primary hours of the day that affect traffic signal warrant criteria.

The next step is to apply these outbound trip percentages to the estimated outbound traffic flows from the proposed 100,000 sq. ft. office building. This is done by first estimating the average daily trip generation, multiplying by one-half to get the outbound trips over a typical day and then applying the outbound flow percentages by hour of day listed in Table 2 to determine the outbound flows.

The daily trip generation for a typical office building was determined by applying the nationally accepted trip generation rate for office buildings obtained from the Institute of Transportation Engineers’ publication entitled Trip Generation Manual, 9th Edition. For a general office building, the daily trip generation formula is as follows:

Average Weekday Trips (T) = Exp[0.76 x Ln(X) + 3.68] In this case:

o X = 100 KSF (representing a 100,000 sq ft office building)o Then, per the equation, T = 1,314 (rounded up to next nearest even integer)

This value of average daily trips estimated for the office building was then halved (1/2 of 1,314 = 657) to project outbound only trips and multiplied by the outbound hourly office trip percentage values of Table 2 to determine the hourly outbound office trips generated by the proposed 100,000 sq ft building. The resultant outbound flows are presented in Table 3, below.

Clint Smith, PEMarch 17, 2017Page 5

Table 3Hourly Outbound Office Trips

US 1 at Broadway Avenue Warrant Study

7:00 a.m. - 8:00 a.m. 2.6% 138:00 a.m. - 9:00 a.m. 2.6% 139:00 a.m. - 10:00 a.m. 7.2% 38

10:00 a.m. - 11:00 a.m. 3.8% 2011:00 a.m. - 12:00 p.n. 6.0% 3112:00 p.m. - 1:00 p.m. 6.8% 36

1:00 p.m. - 2:00 p.m. 8.9% 472:00 p.m. - 3:00 p.m. 6.4% 343:00 p.m. - 4:00 p.m. 8.9% 474:00 p.m. - 5:00 p.m. 12.3% 655:00 p.m. - 6:00 p.m. 23.8% 1266:00 p.m. - 7:00 p.m. 3.4% 18

6:00 a.m. - 6:00 p.m. 92.8% 488

Outbound Trips2

Time of Day

From To

Outbound Trip % of

Daily1

1Source: Cornerstone Offices at LPGA Blvd/Williamson Blvd2Calculated as Trip % x ½ of Daily Trips for Office Building (100,000 sf)

The next step is to identify what percentage of the outbound office trips would then actually use Broadway Avenue on approach to US 1 versus proceed to the south via either Tymber Creek Road or Pineland Trail. That percentage is estimated via a process called trip distribution. In this case, the Central Florida Regional Planning Model (CFRPM) Version 6.1 (the Model) was used to determine the trip distribution pattern. The Model was modified to reflect the proposed land use (office) in terms of its planned employment density and to reflect the location of the proposed access to the local road network.

After the modifications to the Model were complete, the Model was then “run” for the entire urban area, including the location of the office building to determine where the office building trips were projected to be distributed to the adjacent road network. This distribution of trips matches trip origins (the home “end” of trips is where office trips are typically generated) with the concentration of office employment that the proposed office building represents. Based on employment-to-home attraction equations that incorporate concentrations of homes, employment centers, travel distances and typical home-to-work travel characteristics, the Model matches reasonable trip distances from homes to employment opportunities. Additional trip-making purposes (non-home-based trips such as deliveries) are also included. The result is a projected trip assignment between uses which is then converted in to percentage of trips for the use being studied. Figure 2 presents a “zoomed in” window of the location where the office building is planned along with the percentage distribution of project trips to the adjacent road network. As noted in the figure, 93.9% of the office building trips are expected to be attracted to US 1 via the Broadway Avenue approach.

Project No.: 4290.01 Figure: 2

US 1/Broadway Ave Traffic SignalWarrant Study

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Trip Distribution Pattern

1450 W. Granada Blvd., Suite 2, Ormond Beach, Florida 32174Telephone: 386.257.2571 Fax: 386.257.6996 EB# 0009227

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Based on the distribution of the proposed outbound office trips to the Broadway Avenue eastbound approach to the US 1 intersection (93.9%), and given the hourly distribution of trips from Table 3, eastbound approach volumes can be determined and are presented in Table 4 below. The outbound office trips represent the trips leaving the office building and approaching US 1.

Table 4Determination of Broadway Avenue Eastbound Office Approach Trips

US 1 at Broadway Avenue Warrant Study

Time of Day Outbound Trip % of

Daily1

Weekday Outbound

Trips2 Intersection Distribution3

Average Approach

Trips From To

7:00 a.m. - 8:00 a.m. 2.6% 13 93.9% 12 8:00 a.m. - 9:00 a.m. 2.6% 13 93.9% 12 9:00 a.m. - 10:00 a.m. 7.2% 38 93.9% 36

10:00 a.m. - 11:00 a.m. 3.8% 20 93.9% 19 11:00 a.m. - 12:00 p.n. 6.0% 31 93.9% 29 12:00 p.m. - 1:00 p.m. 6.8% 36 93.9% 34

1:00 p.m. - 2:00 p.m. 8.9% 47 93.9% 44 2:00 p.m. - 3:00 p.m. 6.4% 34 93.9% 32 3:00 p.m. - 4:00 p.m. 8.9% 47 93.9% 44 4:00 p.m. - 5:00 p.m. 12.3% 65 93.9% 61 5:00 p.m. - 6:00 p.m. 23.8% 126 93.9% 118 6:00 p.m. - 7:00 p.m. 3.4% 18 93.9% 17

6:00 a.m. - 6:00 p.m. 92.8% 488

1Source: Cornerstone Offices at LPGA Blvd/Williamson Blvd2Calculated as Trip % x Daily Trips for Office Building (100,000 sf)3Source: CFRPM Model Distribution

The next step in the process involves adding the average hourly projected weekday office trips to the existing average hourly weekday approach trips identified in Table 1. This is summarized in Table 5.

The final step is to then compare the total side street (Broadway Avenue) approach volumes to the traffic signal warrant volume thresholds for the eight-hour Warrants 1a and 1b. In this case, the first criterion is whether or not the volumes are reduced due to the speed limit on US 1 (the main street) being greater than 40 mph. Since the posted speed is 45 mph, this criterion is met which results in reducing the threshold volumes by 70%.

The next criterion is whether or not the main street (US 1) has 1 or 2 approaches (per approach). Since there are two lanes, the threshold values for the side street approaches are 105 for a single lane approach and 140 for a dual lane approach (currently, the eastbound approach is a single lane but will be widened to a three-lane approach as part of the proposed development. So the existing condition is “single lane” but the condition ‘with the project’ is “two (dual) or more lanes”.

Clint Smith, PEMarch 17, 2017Page 8

Table 5 presents the traffic signal warrant summary which shows that, under Conditon A (Minimum VehicularVolume Warrant) that a traffic signal is not warranted at least 8 hours of the average day (in fact, only this warrant is met for only one hour under the existing single lane approach condition and one hour under the improved (two-or-more lane condition) Broadway Avenue approach condition (adding a left-turn lane and a right-turn lane). While Condition B (Interruption of Continuous Traffic Warrant) is met for at least eight hours of the day for eastbound Broadway Avenue as a single lane approach (existing condition), this approach is being widened to add two more lanes with the development of the office building. Under the Two-Lane Approach criterion, this warrant is not met for the eight hours of the day – it is met for only five hours of the day.

It should further be noted that the Florida Department of Transportation typically limits warrant-eligible traffic turning movements on a side street approach to through and left-turn movements which would likely further reduce the number of hours that would meet the volume warrant thresholds.

Table 5 Total Hourly Eastbound Approach Trips

Office Existing TotalCond. A

(>105 vph)Cond. B

(> 53 vph)Cond. A

(>140 vph)Cond. B

(> 70 vph)

7:00 a.m. - 8:00 a.m. 16 28 448:00 a.m. - 9:00 a.m. 16 36 529:00 a.m. - 10:00 a.m. 45 27 72 Yes Yes

10:00 a.m. - 11:00 a.m. 23 30 5311:00 a.m. - 12:00 p.n. 37 29 66 Yes12:00 p.m. - 1:00 p.m. 42 27 69 Yes

1:00 p.m. - 2:00 p.m. 55 34 89 Yes Yes2:00 p.m. - 3:00 p.m. 39 25 64 Yes3:00 p.m. - 4:00 p.m. 55 23 78 Yes Yes4:00 p.m. - 5:00 p.m. 76 19 95 Yes Yes5:00 p.m. - 6:00 p.m. 147 18 165 Yes Yes Yes Yes6:00 p.m. - 7:00 p.m. 21 10 31

Single Lane Approach Two-Lane ApproachMeets Side Street Warrant

From To

Meets Side Street Warrant Time of DayEastbound Broadway Ave

Approach Traffic

In summary, a traffic signal is not warranted for the US 1/Broadway Avenue intersection based on this analysis. If you have any questions regarding the information presented in this letter, feel free to call me at (386) 257-2571.

Sincerely, LASSITER TRANSPORTATION GROUP, INC.

R. Sans Lassiter, PEPresident

Encl: Exhibit 1 – Proposed 100,000 sq. ft. Office Building Site Plan

R. Sans Lassiterrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr,,,,,,,,,,,,,,,,, PEPresident

Clint Smith, PEMarch 17, 2017Page 9

I affirm, by affixing my signature and seal below, that the findings contained herein are, to my knowledge, accurate and truthful and were developed using current procedures standard to the practice of professional engineering.

Name: R. Sans Lassiter

Signature:

Florida PE License No.: 34868

Date: March 17, 2017

R. Sans Lassiter r

34868

R. Sans Lassiter

Digitally signed by R. Sans Lassiter Date: 2017.03.17 15:16:28 -04'00'

1450 W. Granada Blvd., Suite 2 Ormond Beach, FL 32174 Phone 386.257.2571 Fax 386.257.6996

www.lassitertransportation.com

Via E-mail: (csmith@allete.com)

Ref: 4291.01

March 27, 2017

Clint Smith, PETomoka Holdings, LLC145 City Place, Suite 300Palm Coast, FL 32164

Re: Preliminary Traffic Signal Warrant Study – US 1 at Hull RoadOrmond Beach, FL

Dear Mr. Smith:

Lassiter Transportation Group, Inc. (LTG) has been retained to provide a preliminary traffic signal warrant study (TSWS) for the intersection of US 1 at Hull Road based on the proposed development of a 100,000 sq. ft. office building located south of the intersection of Tymber Creek Road and Broadway Avenue (see Figure 1 below). The proposed site plan for the office building is attached as Exhibit 1.

The Florida Department of Transportation (FDOT) has jurisdiction over whether or not a traffic signal is to be permitted on a state road (US 1 is SR 5). The procedure adopted by FDOT to determine whether or not a traffic signal should be installed is identified in the Manual on Uniform Traffic Control Devices (MUTCD) published by the Federal Highway Administration of the US Department of Transportation. That procedure identifies various signal warrant criteria ranging from traffic volume thresholds, to safety thresholds, to pedestrian thresholds, to combinations of thresholds. In the case of evaluating a proposed development’s impact to an intersection’s operation, typically it is the volume threshold that applies in a predictive manner. This particular analysis assesses the impact to intersection volumes (Warrants 1a and 1b) in evaluating the appropriateness for traffic signal control versus side street STOP sign control.

Warrants 1a (Volume Warrant) and 1b (Interruption of Continuous Flow Warrant) have established hourly approach volume thresholds that are to be met for at least eight hours of the day. In a predictive warrant analysis, those volumes consist of existing traffic already on the road in addition to predicted volumes from new development (such as the proposed 100,000 sq. ft. office building). This requires the data collection of existing counts and the estimate of office building-generated traffic.

The volumes warranting traffic signal control are further described as main street volumes versus side street volumes. In this case, US 1 is the main street and Hull Road is the side street. In evaluating side street volumes, only the higher of the two side street approaches is considered. In this case, since the Hull Road intersection is a “T” intersection, only the eastbound approach is considered.

The proposed office building is located west of US 1 on Broadway Avenue approximately 1.6 miles distant from the US 1/Hull Road intersection. Given this location, the proposed office building will not contribute to eastbound Hull Road traffic since the only logical approach to this intersection is via US 1, not Hull Road.

Since it is evident that the volumes on US 1 in the vicinity of Hull Road clearly meet warrant criteria by the presence of numerous traffic signals on US 1 (to the north, signals at Plantation Bay, Destination Daytona and the two I-95 ramp intersections; and to the south, at Airport Road, Nova Road, Wilmette Avenue and SR 40), traffic counts on US 1 were not observed since they clearly meet the main street warrant thresholds. Instead, trafficcounts were only collected from the side street (in this case the Hull Road eastbound approach) to determine the existing base condition of counts that are currently approaching US 1 during the various hours of the day. Table 1 presents the eastbound approach volumes on an hourly basis.

Project No.: 4291.01 Figure: 1

US 1/Hull RdTraffic SignalWarrant Study

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1450 W. Granada Blvd., Suite 2, Ormond Beach, Florida 32174Telephone: 386.257.2571 Fax: 386.257.6996 EB# 0009227

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Clint Smith, PEMarch 27, 2017Page 3

Table 1Existing Eastbound Approach Volumes

US 1 at Hull Road

Count Period Count Date From - To 2/14/2017 2/15/2017 2/16/2017 Average

Midnite - 1:00 AM 2 2 15 6 1:00 AM - 2:00 AM 0 12 22 11 2:00 AM - 3:00 AM 2 1 19 7 3:00 AM - 4:00 AM 5 1 21 9 4:00 AM - 5:00 AM 13 18 11 14 5:00 AM - 6:00 AM 15 18 15 16 6:00 AM - 7:00 AM 58 59 48 55 7:00 AM - 8:00 AM 83 73 62 73 8:00 AM - 9:00 AM 71 76 54 67 9:00 AM - 10:00 AM 64 61 54 60

10:00 AM - 11:00 AM 77 54 40 57 11:00 AM - Noon 70 71 69 70

Noon - 1:00 PM 67 77 79 74 1:00 PM - 2:00 PM 70 59 60 63 2:00 PM - 3:00 PM 80 62 59 67 3:00 PM - 4:00 PM 77 70 85 77 4:00 PM - 5:00 PM 94 89 109 97 5:00 PM - 6:00 PM 128 99 113 113 6:00 PM - 7:00 PM 89 155 117 120 7:00 PM - 8:00 PM 83 139 233 152 8:00 PM - 9:00 PM 22 146 87 85 9:00 PM - 10:00 PM 11 32 15 19

10:00 PM - 11:00 PM 6 20 6 11 11:00 PM - Midnite 2 2 8 4

Totals 1189 1396 1401 1327

The column labeled “Average” in Table 1 represents the three-day average weekday condition (of a Tuesday, Wednesday, Thursday count period). It is this three-day average weekday count that is compared to the warrant criteria.

Since the 100,000 sq. ft. office building will not be adding any traffic to the eastbound approach, the warrant criteria will be evaluated based on the existing counts alone.

Clint Smith, PEMarch 27, 2017Page 4

The final step is to then compare the existing side street (Hull Road) eastbound approach volumes to the traffic signal warrant volume thresholds for the eight-hour Warrants 1a and 1b. In this case, the first criterion is whether or not the volumes are reduced due to the speed limit on US 1 (the main street) being greater than 40 mph. Since the posted speed is 45 mph, this criterion is met, which results in reducing the threshold volumes by 70%.

The next criterion is whether or not the main street (US 1) has 1 or 2 approaches (per approach). Since there is a left-turn and a separate right-turn lane, the threshold values for the side street approach is 140 for a two-lane lane approach.

Table 2 presents the traffic signal warrant summary which shows that, under Condition A (Minimum VehicularVolume Warrant), a traffic signal is not warranted for at least 8 hours of the average day (in fact, only this warrant is met for only one hour for the Hull Road approach. While Condition B (Interruption of Continuous Traffic Warrant) is met for eight hours of the day for eastbound Hull Road, this approach is not impacted by the development of the office building.

It should further be noted that the Florida Department of Transportation typically limits warrant-eligible traffic turning movements on a side street approach to through and left-turn movements which will further reduce thenumber of hours that would meet the volume warrant thresholds since most of the eastbound approach traffic at this intersection are comprised of right-turns as noted in the field.

Table 2Total Hourly Eastbound Approach Trips

US 1 at Hull Road

Office ExistingBackground

Growth TotalCond. A

(>105 vph)

Cond. B (> 53 vph)

Cond. A (>140 vph)

Cond. B (> 70 vph)

6:00 a.m. - 7:00 a.m. 0 55 55 Yes7:00 a.m. - 8:00 a.m. 0 73 73 Yes Yes8:00 a.m. - 9:00 a.m. 0 67 67 Yes9:00 a.m. - 10:00 a.m. 0 60 60 Yes

10:00 a.m. - 11:00 a.m. 0 57 57 Yes11:00 a.m. - 12:00 p.n. 0 70 70 Yes12:00 p.m. - 1:00 p.m. 0 74 74 Yes Yes

1:00 p.m. - 2:00 p.m. 0 63 63 Yes2:00 p.m. - 3:00 p.m. 0 67 67 Yes3:00 p.m. - 4:00 p.m. 0 77 77 Yes Yes4:00 p.m. - 5:00 p.m. 0 97 97 Yes Yes5:00 p.m. - 6:00 p.m. 0 113 113 Yes Yes Yes6:00 p.m. - 7:00 p.m. 0 120 120 Yes Yes Yes7:00 p.m. - 8:00 p.m. 0 152 152 Yes Yes Yes Yes8:00 p.m. - 9:00 p.m. 0 85 85 Yes Yes

Time of Day Eastbound Hull Rd Approach Traffic

Two-Lane ApproachMeets Side Street Warrant (at 70%)?

Meets Side Street Warrant (at 70%)?

Single Lane Approach

ToFrom

Clint Smith, PEMarch 27, 2017Page 5

In summary, a traffic signal is not warranted for the US 1/Hull Road intersection due to the proposed 100,000 sq. ft. office building, nor it is projected to be warranted due to existing traffic based on this analysis and FDOT criteria which excludes right-turns. If you have any questions regarding the information presented in this letter, feel free to call me at (386) 257-2571.

Sincerely,

LASSITER TRANSPORTATION GROUP, INC.

R. Sans Lassiter, PEPresident

Encl: Exhibit 1 – Proposed 100,000 sq. ft. Office Building Site Plan

R. Sans Lassiterrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, PEPresident

Clint Smith, PEMarch 27, 2017Page 6

I affirm, by affixing my signature and seal below, that the findings contained herein are, to my knowledge, accurate and truthful and were developed using current procedures standard to the practice of professional engineering.

Name: R. Sans Lassiter

Signature:

Florida PE License No.: 34868

Date: March 17, 2017

R. Sans Lassiter r

34868 R. Sans Lassiter

Digitally signed by R. Sans Lassiter Date: 2017.03.28 16:02:13 -04'00'