Preview
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT
IN AND FOR SARASOTA COUNTY, FLORIDA
McCANN HOLDINGS, LTD.,
Plaintiff,
VS. CASE NO. 2011 CA 003897 NC
SDC COMMUNITIES, INC.,
VOTT-A, LLC, VOTT-B, LLC,
VOTT-C, LLC, VOTT-D, LLC, and
HENRY RODRIGUEZ,
Defendants.
/
DEFENDANTS, SDC COMMUNITIES, INC, AND HENRY RODRIGUEZ,
REQUEST FOR ADMISSSIONS TO PLAINTIFF
Defendants, SDC COMMUNITIES, INC. (“SDC”) and HENRY RODRIGUEZ
(“Rodriguez”), by and through their undersigned counsel and pursuant to Florida Rule of Civil
Procedure 1.370, propound the following requests for admissions to Plaintiff, McCANN
HOLDINGS, LTD. (“McCann”):
l. Please admit that Henry Rodriguez did not convince Dan Lobeck to oppose the
proposed Comprehensive Plan Amendment 2010-02-E related to the Energy Economic Zone (the
“Amendment”), as that term being defined in Plaintiff's Amended Complaint.
2. Please admit that Henry Rodriguez did not convince David Merrill to oppose the
Amendment.
3. Please admit that Henry Rodriguez did not convince Laurel Schiller to oppose the
Amendment.
4A. Please admit that Henry Rodriguez did not convince the Calusa Lakes
Homeowners Association to oppose the Amendment.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 1 of 185. Please admit that Henry Rodriguez did not convince the Friends of Oscar Sherer
State Park to oppose the Amendment.
6. Please admit that Henry Rodriguez did not convince the Nokomis Area
Community Association to oppose the Amendment.
7. Please admit that Henry Rodriguez did not convince the Osprey Civic League to
oppose the Amendment.
8. Please admit that Henry Rodriguez did not convince the Mission Estates
Homeowners Association to oppose the Amendment.
9, Please admit that Henry Rodriguez did not convince the Sorrento East
Homeowners Association to oppose the Amendment.
10. Please admit that Henry Rodriguez did not attempt to convince Dan Lobeck to
oppose the Amendment.
11. Please admit that Henry Rodriguez did not attempt to convince David Merrill to
oppose the Amendment.
12. Please admit that Henry Rodriguez did not attempt to convince Laurel Schiller to
oppose the Amendment.
13. Please admit that Henry Rodriguez did not attempt to convince the Calusa Lakes
Homeowners Association to oppose the Amendment.
14. Please admit that Henry Rodriguez did not attempt to convince the Friends of
Oscar Sherer State Park to oppose the Amendment.
15. Please admit that Henry Rodriguez did not attempt to convince the Nokomis Area
Community Association to oppose the Amendment.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 2 of 1816. Please admit that Henry Rodriguez did not attempt to convince the Osprey Civic
League to oppose the Amendment.
17. Please admit that Henry Rodriguez did not attempt to convince the Mission
Estates Homeowners Association to oppose the Amendment.
18. Please admit that Henry Rodriguez did not attempt to convince the Sorrento East
Homeowners Association to oppose the Amendment.
19. Please admit that Henry Rodriguez did not convince Commissioner Jon Thaxton
to oppose the Amendment.
20. Please admit that Henry Rodriguez did not convince Commissioner Joe Barbetta
to oppose the Amendment.
21. Please admit that Henry Rodriguez did not convince Commissioner Shannon
Staub to oppose the Amendment.
22. Please admit that Henry Rodriguez did not convince Commissioner Carolyn
Mason to oppose the Amendment.
23. Please admit that Henry Rodriguez did not convince Commissioner Nora
Patterson to oppose the Amendment.
24. Please admit that Henry Rodriguez did not convince VOTT-A to oppose the
Amendment.
25. Please admit that Henry Rodriguez did not convince VOTT-B to oppose the
Amendment.
26. Please admit that Henry Rodriguez did not convince VOTT-C to oppose the
Amendment.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 3 of 1827, Please admit that Henry Rodriguez did not convince VOTT-D to oppose the
Amendment.
28. Please admit that Henry Rodriguez did not convince Randy Benderson to oppose
the Amendment.
49.‘ Please admit that VOTT-A did not oppose the Amendment before the Sarasota
Board of County Commissioners.
30. Please admit that VOTT-B did not oppose the Amendment before the Sarasota
Board of County Commissioners.
31. Please admit that VOTT-C did not oppose the Amendment before the Sarasota
Board of County Commissioners.
32. Please admit that VOTT-D did not oppose the Amendment before the Sarasota
Board of County Commissioners.
33. Please admit that Randy Benderson did not oppose the Amendment before the
Sarasota Board of County Commissioners.
34. Please admit that the Sarasota County Board of County Commissioners never
voted to deny the Amendment.
35. Please admit that Henry Rodriguez was not present when the document attached
as Exhibit “1” was signed.
36. Please admit that Exhibit “2” is a true and correct copy of the original.
37. Please admit that Exhibit “2” is between SDC Communities, Inc. and Palmer
Ranch Holdings, Ltd.
38. Please admit that Exhibit “2” was not presented to Henry Rodriguez or SDC
Communities, Inc. by you.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 4 of 1839. Please admit that you have no evidence of any opposition to the Amendment by
SDC Communities, Inc. prior to the issuance of the “objections, recommendations and comments
report” (the “ORC Report” as defined in the Amended Complaint) on September 17, 2010.
40. Please admit that you have no evidence of any opposition to the Amendment by
Henry Rodriguez prior to the issuance of the ORC Report on September 17, 2010.
41. Please admit (per paragraph 15 of the Amended Complaint) that VOTT recorded
the Agreement attached as Exhibit “1” in the Public Records of Sarasota County, Florida.
42. Please admit that SDC Communities, Inc. did not file the Agreement attached as
Exhibit “1” in the Public Records of Sarasota County, Florida.
43. Please admit that Henry Rodriguez did not file the Agreement attached as Exhibit
“1” in the Public Records of Sarasota County, Florida.
44. _ Please admit that John Cook, Esq., represented you in January 2011.
45. Please admit that in January 2011 John Cook contacted Charlie Bailey, Esq., as
attorney for Rodriguez.
46. Please admit that Rodriguez agreed, pursuant to Mr. Cook’s contact with Mr.
Bailey, to support the Amendment.
47. Please admit that you have never asked the Sarasota County Commission to re-set
the Amendment for hearing.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 5 of 18CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and copy of the foregoing has been furnished via U.S.
Mail to: STEVEN D. HUTTON, ESQ., 240 South Pineapple Ave., Suite 801, Sarasota, FL
34236 and EDWARD VOGLER, II, ESQ., Vogler Ashton, PLLC, 2411-A Manatee Avenue
West, Bradenton, FL 34205 , this / of 4 ay of November, 2011.
BENTLEY & BRUNING, P.A.
MORGAN R/BENTLEY, ESQ.
Florida Bar No. 0962287
783 South Orange Avenue, Suite 220
Sarasota, FL 34236
Telephone: (941) 556-9030
Facsimile: (941) 312-5316
Attorneys for Defendants,
SDC Communities and Henry Rodriguez
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 6 of 18Aug. 29. 2011 4:09PM Steven DB. Hutton PLL, No. 0948 =P, 10/32
§)
i’ ~~ 2010 JUN 24 12255 PH
, Prepared by\Retum ta: KARCN FE. RUGHING
Edward Vogler ff CLERK OF THE CIRCUIT GOURT
Vagler Ashton SARRoUTA COUNTY »FLORIDA
2414-A Menctes Avenue West HANES Recelptei7eou?
Bradenton, Florida 34205 . .
ENERGY EGONOMIC ZONE
JOINT COOPERATION AGREEMENT
THIS ENERGY ECONOMIC ZONE JOINT COOPERATION AGREEMENT
(“Agreement’) is made as of the date last executed below, by and between SDC
COMMUNITIES, ING. a Florida Corporation (SDG"), VOTT-A, LLC, a Florida limited
liability company, VOTT-B, LLG, a Florida limited liability company, VOTT-G, LLC, a
Florida lmnited ability company, and VOTT-D, LLC, a Florida limited liability company,
(collectively "VOTT") and McGANN HOLDINGS, LTD., a Florida Limited Partnership
(“MeGann”) and is made with reference to the following facts:
RECITALS:
WHEREAS, VOTT ie the record title holder of certain real property located in
Sarasota County, Florida, as legally described on Exhibit “A” atlached hereto and
incorporated herein by this referance (VOTT Property"), and
WHEREAS, McCann is the record title holder of certain real property located in
Sarasota County, Florida, as legally described on Exhibit “EB” attached hereto and
incorporated herein by this reference (“WicCann Property”), and
WHEREAS, Sarasota County has initiated Comprehensive Plan Amendment
known as 2010-02-E (ihe “Amendment’) under which Amendment () the McCann
Property is designated as Area 1? of Special Planning Area 4 (‘Area 1°), and (ii) the
VOTT Property, together with certain real properly owned by SDC COMMUNITIES,
ING. a Florida Corporation, is designated as Area 2 of Special Planning Area 4 ("Area
2°), aa depicted on the diagram attached hereto as Exhibit “G” and;
WHEREAS, the Amendment proposes to create an Energy Economic Zone and
substantially increase the intensity of uses authorized on the Area 1 property by virtue
of establishing an Major Employment Center and Village | Commercial Land Use
Designation within Area 1, and;
WHEREAS, VOTT is entitled to use the VOTT Property for approximately
development of 220,000 square feet of commercial and retall use the viability of which
will ba severely impalred in the event MeCann is authorized to develop significant
commercial and retall uses within Area 1 by virtue of the Amendment, and;
L
BAHIBIT
2
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 7 of 18hug. 29. 2011 4:09PM Steven 0. Hutton PL. No, 0948 P, n/92
WHEREAS, VOTT is willing to withhold it objection to the Amendment and to
allow the VOTT Property to remain the proposed Energy Economic Zone only if
McCann agrees to the limitations set forth in this Agreemant, and;
WHEREAS, McGann and VOTT have jointly agreed to avoid undesirable
competition for commercial and retail uses, and have agreed to folnily support adaption
of the Amendment solely on the strict terms and conditions of this Agreement,
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
VOTT and McCann agree as follows:
4 Recitals. The above recitals are true and correct and are hereby
incorporated herein. ts
ia) Retdéi) Limitation, McCann hereby covenants and agrees,
for teelf and is s, that commercial and retailuses located within
Area 1 shall not exceed Ge fhousand ee gross square feet in the ecg . if
recognition of this agreement, McCann #hall pursue all land use authorizations and
the terms of this Agreement.
“TS
a Hearing. A public hearing regarding the transmittal to
the Department of Community Affairs of the Amendment will be held on or about June
23, 2010, a8 continued from time to time, At that public hearing VOTT shall support
adoption of the Amendment, and will allow the VOTT Property to remain the proposed
Energy Economie Zone.
transmittal of the Amendment, the parties shall support the Amendment in @ manner
strictly consistent with this Agreement, including communications with the State of
Florida Department of Community Affairs, the adoption public hearing, any appeal
thereof, or any other process in connection with the Amendment. Thereafter, all land
use enifflements and authorizations shall be pursued strictly in accordance with the
entitlements in a manner that will effecty
(imitations provided for herein.
5. Enforcement, The parties hereto or thelr successor and
assigns, may enforce the terms of this Agreement and all covenants and restrictions
contained hereln by any procedure available at law or in equity or by any other
appropriate proceeding or legal process to enforce this Agreement, including without
limitation, bringing an action to restrain or enjoin any violation, attempted violation or
threatened violation of any of the covenants and restrictions contained herein, and/or to
recover dameges for any such violation. The parties shall be authorized to take any and
all action as they may determine in its sole and unfettered discretion, without notice and
all remedies shall bo curnulative and shall be subject io simultaneous exercise without
an election at any time.
OWE Fhe AS Evowced. 4 Oy FCO d, E¥ cae 7
fff OWE ft Artem ey AR FE Ef veaete’ Oe OO gf
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 8 of 18Aug. 29. 2011 4:09PM Steven O. Hutton PLL. No. 0948 =P. 23/9?
6. Constructive Notice And Accept: The covenants and restrictions
contained in this Agreement hell run with the VOTT Property and the MeCann
Property, and shall bind and inuré to the benefit of the successors and assigna of VOTT
and McCann. Every person and entity who now or hereinafter acquires any right, tile,
esivie, lease, or other interest in or to any of ihe parcels within the McCann Property ie
and shall be inclusively deemed to have consented and agreed to the restrictions
contained In this Agreement, whether or not any reference to thie Agreement is
contained in the instrument by which such person or entity acquires its interest In the
parcel.
‘apacity. Each individual and entity executing this Agreement
hereby individually represents and warrants that he and/or it has the capacity set
forth on the signature pages hereof with full power and authority to bind the party
on whose behalf he and/or it ie executing this Agreement to the terme hereor.
nive Agreement. This Agreement constitutes the entre
Agreement between F Purchaser and Seller relating to this matter and supersedes
all other prior agreements and representations in connection therewith.
ment or Waiver. This Agreemant shall not be altered,
amended, changed, walved, oeernaree or otherwise modified In any respect or
particular unless the same shall be in writing and signed by the parties hereto.
74 q Law Venue. Thie Agreement shall be interpreted and
enforced in accordance with the laws of the State of Florida. The parties agree
that venue for any dispute arising out of this Agreement shall be brought in
sarasota County, Fiorida.
7.5 Headings. Section headings of this Agreement have been
inserted for convenience of reference only and will in no way modify or restrict
any provisions hereof or be used to construe any such provision.
7.6 Severability. If any provision of thie Agreement should be held to
be invalld or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.
TF je Fees. fF suit or
action Is filed to rherpret or enforce this Agreement, prevailing party shall be
entitled to be awarded its reasonable attorneys’ fees and disbursements through
all appeals in addition to other costs and disbursements allowed by law, inchiding
those Incurred on appeal. =
Paw FEL FO VEE GELF Ae Pate O
conpesY Goon ( CeteCat co VE 28 hbL THe ae SEMM enone
8. Effective Date. The "Effective Date” of this Agreement shall be the date
on which the last of VOTT and McCann executes this Agreement (the "ive
Dato"). “fe & “Ove @ CAT Ae VO St pee cer cireatlerviow. |
oF Org POO Mca po ff
ee ee,
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 9 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PL No. 0948 =P. 23/32 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duiy executed as of the Effective Date.
WITNESSES: MeGANN HOLDINGS, LTD
/ 7 A Florida limited partnership
By. Palmer Ranch Holdings, Inc.
A Florida corporation
its: General Pariner
STATE OF FLORIDA
COUNTY OF _ 8 -79@7 3 0/7#-
This instrumertt was @ hee hote v before me this RP aT dayof Jer <
2010 by _& POA Mee horle, 0
thf Clit vie, wh a8 _qeasat- ____—of Palmer
Ranch Holdin ‘ce, Inc., Inc., a Florida corporation, as General Partner of McCann
Holdings, Lid, a Florida limited parinerehip, on behalf of the limited partnership. He D4
is personally known to mel jproduced FS
identiication.
Notary F Public — ; State oF E f #10 ft
My Commission Expires May 22, 2et =~
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 10 of 18Aug. 29. 2011 4:09PM
WITNESSES:
Steven D. Hutton PL,
No, 0948 P, 24/32
VOTT=A, LLG
@ Florida limited llebility company
it: Manager > erntwh ere
VOT T=, LLG
a Florida limited liability company
Awe
Print Name: a
As its: Manager -enA ;, ah y Milde, there Shr
YOTT-G, LLG
& Florida limited fiabiity company
VOTT-O, LLG
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 11 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PLL. No 0948 PR 25/32
STATE OF Fo O-0ep
COUNTY OF Sater #9 O77?
This instrument was acknowledged before me this a= day of _“ “E2010 by
David H. Baldauf, as Manager of VOTT-A, LLG; VOTT-B, LLC; Hc: VOTT-€. LLG: and VOTT-B,
LLC, all Florida limited liebllity companies, on behalf of the companies. He | is personally
known forme | produced as identification.
Notary Public — State o . oh rh
My Commission Expires MAY 22, 2¢) =.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 12 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PL | No, 0948 =P. 26/32
EXHIBIT ®A"
Legal Description
VOTT Property
A parcel of land being a portion of lands described in Official Records Instrument #2005198624.
Public Records of Sarasota County, Florida. This portion lies in Section 24, Township 38 South,
Range 18 Gast, Sarasota County, Florida, described as follows:
Commence at the Southwest comer of Section 24, Township 38 South. Range 18 East, Serasot
County, Florida; thenee § 89°SG'31" E, along the South line of said Section 24, a distance of
(714.03 feet to 2 point on the Easterly Right of Way of State Road 681 (Right of Way Width
varies). per Road Piet Book 2, Page 39, Public Records of Sarasota County, Florida, the next five
(5) courses are along said Right of Way line; ()) thence N 26°04'17" E, a distance of 100.21 feet
to the point of curvature of a curve tuming to the left with a radius of 5859.58 feet, a delta angle
af 4°51'22", a chord bearing of N 23°38°36" E, a chord length of 496.47 feet; (2) thence along the
are of said curve, an arc length of 496.62 feet to the POINT OF BEGINNING, same being a
point on the continuation of said curve turning to the left with a radius of 5859.58 feet, a delta
angle of 14°28°25", a chord bearing of N 13°50'44" E, a chord length of 1476.23 feet; (3) thence
along the arc of said curve, an are length of 1480.16 feet ta a polat on a non-tangent line; (4)
thence N 03°49°22" E, a distance of 363.93 feet: (5) thence N 06°44°52" E, a distance of 756.43
feet; thence § $1°395" E, leaving eaid Right of Way, a distance of 68.2] feet; thence N
78°17" 6, a distance of 33.27 feet; thence 5 65°24°55" E, a distance of 154.65 feet; thence $
04°35'25" W, a distance of 344.3) feet: thence § 65°24'35" E, a distance of 959.9) feet to a point
on the West line of lands described in Official Records Instrument #2005008586, Public Records
of Sarasota County, Florida; thence § 11°47°26° E, along said West line, 2 distance of 960.09
feet: thence N 89°12°48" W, a distance of 512.93 feet to a point on a curve turning to the left with
a tadius of 426.00 feet, a delta angle of [25°30'37", a chord bearing of § 78°31'42° W, @ chard
length of 757.48 feet: thence along the arc of said curve, an arc length of 933.18 feet to the point
af tangencss, thence § 15°4623" W, a distance of 1159.50 feet; thence N 76°21°16" W. a distance
of 288.06 fvet to the Point of Beginning.
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 13 of 18Aug. 29. 2011 4:09PM Steven 2. Hutton PL. No, 0948 =P. 27/32
EXHIBIT “B“
Legal Description
VeGann Property
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 14 of 18Aug. 29. 2011 4:10PM Steven D. Hutton PL, No. 0948 FP. 28/9?
EXHIBIT “C”
Diagram the
os NBM T OTE
|
NGMGER 4
taancnereacos seagate esas sues
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 15 of 18
Eon OCCT TSO ood dr 1 I=) : a
THIS JOINT COOPERATION AGREEMENT (“Agreement”) is made as of the date last
executed below, by and between SDC COMMUNITIES, INC. a Florida Corporation ("SDC"),
and PALMER RANCH HOLDINGS, LTD., a Florida Limited Partnership (“Palmer”) and is
riade with reference to the following facts:
JOINT COOPERATION AGREEMENT
RECITALS:
WHEREAS, SDC and Palmer. are co-applicants for a Sarasota County initiated
Comprehensive Plan Amendment known as 2010-02-E {the “Amendment’) under which
Amendment (i} real property owned by Palmer and/or its affiliates is designated as Area 1 of
Special Planning Area 4 (“Area 1"), and (ji) real property owned by SDC and/or its affiliates is
designated as Area 2 of Special Planning Area 4 ("Area 2”), and;
WHEREAS, the Amendment proposes to create an Energy Economic Zone and
substantially Increase the Intensity of uses authorized on the Area 1 property by virtue of
establishing an Major Employment Center and Village | Commercial Land Use Designation for
such property, and;
WHEREAS, SDC ie entitled to use the Area 2 property for approximately 220,000
square feet of commercial and retail use the viability of which will be severely impaired in the
event Palmer is authorized to develop significant commercial and retail uses within Area 1 by
virtue of the Amendment, and;
WHEREAS, in the absence of this Agreement, SDC would withdraw its real property
from the Amendment and the proposed Energy Economic Zone thereby emasculating the
Amendment in this cycle of comprehensive plan amendments, and;
WHEREAS, Palmer and SBC have jointly agreed to avoid undesirable competition for
commercial and retail uses, and have agreed to jointly support adoption of the Amendment
solely on the strict terms and conditions of this Agreement,
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, SDC and Palmer
agree as follows:
1. Recitale. The above recitals are true and correct and are hereby incorporated
herein.
2. Agreement. The parties agree that commercial and retail uses for Area 1 shall
not exceed fifty thousand (50,000) ‘gross square feet. in recognition of this agreement, the
parties shall pursue all land use authorizations and entitlements in a manner that will effectuate
the terms of this Agreement, including, but not fimited to, the adoption of the Amendment as
contemplated herein, and any appeal or further process in connection therewith.
3. Transmittal Public Hearing. A public hearing regarding the transmittal to the
Department of Community Affairs of the Amendment will be held on or about June 23, 2010, as
continued from time to time. At that public hearing SDC and/or its representatives and
consultants shall be authorized to present evidence and testimony (including relevant data and
I
“OTT 000397
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 16 of 18analysis) which supports limitation of commercial and retail uses with Area 1. In addition, the
parties agree that: oo
- OS A, Support Adoption: The parties shall support adoption of the Amendment
as amended by the recommended motion set forth below. Neither SDC nor Palmer shall make
any: comments or take any action, either directly or indirectly, inconsistent with the
recommended motion set forth below, or the terms of this Agreement.
CB. Recommended Motion. SDC will present and recommend, and the
parties will support a motion. by the Board of County Commissioners substantially as follows:
"Based upon the evidence presented, comments made at the Public Hearing, the technical
support documents, and finding the request to be in compliance with the provisions of Chapter
163, Part (I, Florida Statutes and Rule 9J-6 FAC, and consistent with the Sarasota County
Comprehensive Plan, | move to approve TRANSMITTAL of Comprehensive Plan Amendment
2010-02-E, with a revision to proposed FLU 2.2.6 as follows: Sub-Planning Area 1, and any
Crificat Area Plan approved In connection therewith, shall limit Commercial and Retail
development to a maximum of fifty thousand (50,000) gross square feet.
4, | oe Application. Following transmittal of
the Amendment, the parties shall support the Amendment in a manner strictly consistent with
this Agreement, including communications with the State of Florida Department of Community
Affairs, the adoption public hearing, any appeal thereof, or any other process in connection with
the Amendment. Thereafter, all land use entitlements and authorizations shall be pursued
strictly in accordance with the limitations provided for herein.
5. Evidence. This Agreement may be introduced as evidence of the parties
agreement at any proceeding in connection with the Amendment or use of the Area 1 real
property. |
6. Miscellaneous.
6.4 Capacity. Each Individual and entity executing this Agreement
hereby Individually represents and warrants that he and/or it has the capacity set forth
on the signature pages hereof with full power and authority to bind the party on whose
behalf he and/or it is executing this Agreement to the terms hereof.
6.2 Entire Agreement. This Agreement constitutes the entire Agreement
between Purchaser and Seller relating to this matter and supersedes all other prior
agreements and representations in connection therewith.
6.3 NoAmendment or Waiver. This Agreement shall not be altered,
amended, changed, waived, terminated or otherwise modified in any respect or
particular unless the same shall be in writing and signed by the parties hereto.
an
6.5 sine Venue. This Agreement shall be interpreted and enforced
in accordance with the laws of the State of Florida, The parties agree that venue for any
dispute arising.out of this Agreement shall be brought in Sarasota County, Florida.
6.6 Parties. Except as otherwise provided in this Agreement, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and to their
respective helrs, executors, administrators, transferees, successors and assigns.
VOTT 000298
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 17 of 18. 68 Headings. “Section headings of this Agreement have been inserted for
convenience of reference only and will in no way modify or restrict any provisions hereof
or be used to construe any such provision.
6.8 Additional Acts. Each party hereto shall from time to time perform
such additional acts as the other party may reasonably request to effectuate the intent of
this Agreement. Upon the request of any party, a memorandum describing the essential
terms and conditions of this Agreement and attaching the formal legal descriptions of
Area 1 and Area 2 shail be executed by the parties and recorded in the public records of
Sarasota County, Florida.
6.10 interpretation and Enforcement; Attomeys’ Fees. If suit or action Is filed
to interpret or enforce this Agreement, the prevailing party shall be entitled to be
awarded ite reasonable attorneys’ fees and disbursements through all appeals in
acidition to other costs and disbursements allowed by law, including those incurred on
appeal,
6.11 Severability. If any provision of this Agreement should be held to be
invalid or unenforceable, the validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
7. Effective Date. The “Effective Date” of this Agreement shall be the date on
which the last of SDC and Palmer executes this Agreement (the “Effective Date").
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date.
SDC Communities, Inc.
By
Its: President
Dated this _ day of June, 2010
PALMER RANCH HOLDINGS, LTD
By: Palmer Ranch Holdings, Inc., General
Partner
By:
Its: President
Dated this _— day of June, 2010
VOTT 0003399
Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 18 of 18
Preview
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA McCANN HOLDINGS, LTD., Plaintiff, VS. CASE NO. 2011 CA 003897 NC SDC COMMUNITIES, INC., VOTT-A, LLC, VOTT-B, LLC, VOTT-C, LLC, VOTT-D, LLC, and HENRY RODRIGUEZ, Defendants. / DEFENDANTS, SDC COMMUNITIES, INC, AND HENRY RODRIGUEZ, REQUEST FOR ADMISSSIONS TO PLAINTIFF Defendants, SDC COMMUNITIES, INC. (“SDC”) and HENRY RODRIGUEZ (“Rodriguez”), by and through their undersigned counsel and pursuant to Florida Rule of Civil Procedure 1.370, propound the following requests for admissions to Plaintiff, McCANN HOLDINGS, LTD. (“McCann”): l. Please admit that Henry Rodriguez did not convince Dan Lobeck to oppose the proposed Comprehensive Plan Amendment 2010-02-E related to the Energy Economic Zone (the “Amendment”), as that term being defined in Plaintiff's Amended Complaint. 2. Please admit that Henry Rodriguez did not convince David Merrill to oppose the Amendment. 3. Please admit that Henry Rodriguez did not convince Laurel Schiller to oppose the Amendment. 4A. Please admit that Henry Rodriguez did not convince the Calusa Lakes Homeowners Association to oppose the Amendment. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 1 of 185. Please admit that Henry Rodriguez did not convince the Friends of Oscar Sherer State Park to oppose the Amendment. 6. Please admit that Henry Rodriguez did not convince the Nokomis Area Community Association to oppose the Amendment. 7. Please admit that Henry Rodriguez did not convince the Osprey Civic League to oppose the Amendment. 8. Please admit that Henry Rodriguez did not convince the Mission Estates Homeowners Association to oppose the Amendment. 9, Please admit that Henry Rodriguez did not convince the Sorrento East Homeowners Association to oppose the Amendment. 10. Please admit that Henry Rodriguez did not attempt to convince Dan Lobeck to oppose the Amendment. 11. Please admit that Henry Rodriguez did not attempt to convince David Merrill to oppose the Amendment. 12. Please admit that Henry Rodriguez did not attempt to convince Laurel Schiller to oppose the Amendment. 13. Please admit that Henry Rodriguez did not attempt to convince the Calusa Lakes Homeowners Association to oppose the Amendment. 14. Please admit that Henry Rodriguez did not attempt to convince the Friends of Oscar Sherer State Park to oppose the Amendment. 15. Please admit that Henry Rodriguez did not attempt to convince the Nokomis Area Community Association to oppose the Amendment. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 2 of 1816. Please admit that Henry Rodriguez did not attempt to convince the Osprey Civic League to oppose the Amendment. 17. Please admit that Henry Rodriguez did not attempt to convince the Mission Estates Homeowners Association to oppose the Amendment. 18. Please admit that Henry Rodriguez did not attempt to convince the Sorrento East Homeowners Association to oppose the Amendment. 19. Please admit that Henry Rodriguez did not convince Commissioner Jon Thaxton to oppose the Amendment. 20. Please admit that Henry Rodriguez did not convince Commissioner Joe Barbetta to oppose the Amendment. 21. Please admit that Henry Rodriguez did not convince Commissioner Shannon Staub to oppose the Amendment. 22. Please admit that Henry Rodriguez did not convince Commissioner Carolyn Mason to oppose the Amendment. 23. Please admit that Henry Rodriguez did not convince Commissioner Nora Patterson to oppose the Amendment. 24. Please admit that Henry Rodriguez did not convince VOTT-A to oppose the Amendment. 25. Please admit that Henry Rodriguez did not convince VOTT-B to oppose the Amendment. 26. Please admit that Henry Rodriguez did not convince VOTT-C to oppose the Amendment. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 3 of 1827, Please admit that Henry Rodriguez did not convince VOTT-D to oppose the Amendment. 28. Please admit that Henry Rodriguez did not convince Randy Benderson to oppose the Amendment. 49.‘ Please admit that VOTT-A did not oppose the Amendment before the Sarasota Board of County Commissioners. 30. Please admit that VOTT-B did not oppose the Amendment before the Sarasota Board of County Commissioners. 31. Please admit that VOTT-C did not oppose the Amendment before the Sarasota Board of County Commissioners. 32. Please admit that VOTT-D did not oppose the Amendment before the Sarasota Board of County Commissioners. 33. Please admit that Randy Benderson did not oppose the Amendment before the Sarasota Board of County Commissioners. 34. Please admit that the Sarasota County Board of County Commissioners never voted to deny the Amendment. 35. Please admit that Henry Rodriguez was not present when the document attached as Exhibit “1” was signed. 36. Please admit that Exhibit “2” is a true and correct copy of the original. 37. Please admit that Exhibit “2” is between SDC Communities, Inc. and Palmer Ranch Holdings, Ltd. 38. Please admit that Exhibit “2” was not presented to Henry Rodriguez or SDC Communities, Inc. by you. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 4 of 1839. Please admit that you have no evidence of any opposition to the Amendment by SDC Communities, Inc. prior to the issuance of the “objections, recommendations and comments report” (the “ORC Report” as defined in the Amended Complaint) on September 17, 2010. 40. Please admit that you have no evidence of any opposition to the Amendment by Henry Rodriguez prior to the issuance of the ORC Report on September 17, 2010. 41. Please admit (per paragraph 15 of the Amended Complaint) that VOTT recorded the Agreement attached as Exhibit “1” in the Public Records of Sarasota County, Florida. 42. Please admit that SDC Communities, Inc. did not file the Agreement attached as Exhibit “1” in the Public Records of Sarasota County, Florida. 43. Please admit that Henry Rodriguez did not file the Agreement attached as Exhibit “1” in the Public Records of Sarasota County, Florida. 44. _ Please admit that John Cook, Esq., represented you in January 2011. 45. Please admit that in January 2011 John Cook contacted Charlie Bailey, Esq., as attorney for Rodriguez. 46. Please admit that Rodriguez agreed, pursuant to Mr. Cook’s contact with Mr. Bailey, to support the Amendment. 47. Please admit that you have never asked the Sarasota County Commission to re-set the Amendment for hearing. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 5 of 18CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and copy of the foregoing has been furnished via U.S. Mail to: STEVEN D. HUTTON, ESQ., 240 South Pineapple Ave., Suite 801, Sarasota, FL 34236 and EDWARD VOGLER, II, ESQ., Vogler Ashton, PLLC, 2411-A Manatee Avenue West, Bradenton, FL 34205 , this / of 4 ay of November, 2011. BENTLEY & BRUNING, P.A. MORGAN R/BENTLEY, ESQ. Florida Bar No. 0962287 783 South Orange Avenue, Suite 220 Sarasota, FL 34236 Telephone: (941) 556-9030 Facsimile: (941) 312-5316 Attorneys for Defendants, SDC Communities and Henry Rodriguez Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 6 of 18Aug. 29. 2011 4:09PM Steven DB. Hutton PLL, No. 0948 =P, 10/32 §) i’ ~~ 2010 JUN 24 12255 PH , Prepared by\Retum ta: KARCN FE. RUGHING Edward Vogler ff CLERK OF THE CIRCUIT GOURT Vagler Ashton SARRoUTA COUNTY »FLORIDA 2414-A Menctes Avenue West HANES Recelptei7eou? Bradenton, Florida 34205 . . ENERGY EGONOMIC ZONE JOINT COOPERATION AGREEMENT THIS ENERGY ECONOMIC ZONE JOINT COOPERATION AGREEMENT (“Agreement’) is made as of the date last executed below, by and between SDC COMMUNITIES, ING. a Florida Corporation (SDG"), VOTT-A, LLC, a Florida limited liability company, VOTT-B, LLG, a Florida limited liability company, VOTT-G, LLC, a Florida lmnited ability company, and VOTT-D, LLC, a Florida limited liability company, (collectively "VOTT") and McGANN HOLDINGS, LTD., a Florida Limited Partnership (“MeGann”) and is made with reference to the following facts: RECITALS: WHEREAS, VOTT ie the record title holder of certain real property located in Sarasota County, Florida, as legally described on Exhibit “A” atlached hereto and incorporated herein by this referance (VOTT Property"), and WHEREAS, McCann is the record title holder of certain real property located in Sarasota County, Florida, as legally described on Exhibit “EB” attached hereto and incorporated herein by this reference (“WicCann Property”), and WHEREAS, Sarasota County has initiated Comprehensive Plan Amendment known as 2010-02-E (ihe “Amendment’) under which Amendment () the McCann Property is designated as Area 1? of Special Planning Area 4 (‘Area 1°), and (ii) the VOTT Property, together with certain real properly owned by SDC COMMUNITIES, ING. a Florida Corporation, is designated as Area 2 of Special Planning Area 4 ("Area 2°), aa depicted on the diagram attached hereto as Exhibit “G” and; WHEREAS, the Amendment proposes to create an Energy Economic Zone and substantially increase the intensity of uses authorized on the Area 1 property by virtue of establishing an Major Employment Center and Village | Commercial Land Use Designation within Area 1, and; WHEREAS, VOTT is entitled to use the VOTT Property for approximately development of 220,000 square feet of commercial and retall use the viability of which will ba severely impalred in the event MeCann is authorized to develop significant commercial and retall uses within Area 1 by virtue of the Amendment, and; L BAHIBIT 2 Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 7 of 18hug. 29. 2011 4:09PM Steven 0. Hutton PL. No, 0948 P, n/92 WHEREAS, VOTT is willing to withhold it objection to the Amendment and to allow the VOTT Property to remain the proposed Energy Economic Zone only if McCann agrees to the limitations set forth in this Agreemant, and; WHEREAS, McGann and VOTT have jointly agreed to avoid undesirable competition for commercial and retail uses, and have agreed to folnily support adaption of the Amendment solely on the strict terms and conditions of this Agreement, TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VOTT and McCann agree as follows: 4 Recitals. The above recitals are true and correct and are hereby incorporated herein. ts ia) Retdéi) Limitation, McCann hereby covenants and agrees, for teelf and is s, that commercial and retailuses located within Area 1 shall not exceed Ge fhousand ee gross square feet in the ecg . if recognition of this agreement, McCann #hall pursue all land use authorizations and the terms of this Agreement. “TS a Hearing. A public hearing regarding the transmittal to the Department of Community Affairs of the Amendment will be held on or about June 23, 2010, a8 continued from time to time, At that public hearing VOTT shall support adoption of the Amendment, and will allow the VOTT Property to remain the proposed Energy Economie Zone. transmittal of the Amendment, the parties shall support the Amendment in @ manner strictly consistent with this Agreement, including communications with the State of Florida Department of Community Affairs, the adoption public hearing, any appeal thereof, or any other process in connection with the Amendment. Thereafter, all land use enifflements and authorizations shall be pursued strictly in accordance with the entitlements in a manner that will effecty (imitations provided for herein. 5. Enforcement, The parties hereto or thelr successor and assigns, may enforce the terms of this Agreement and all covenants and restrictions contained hereln by any procedure available at law or in equity or by any other appropriate proceeding or legal process to enforce this Agreement, including without limitation, bringing an action to restrain or enjoin any violation, attempted violation or threatened violation of any of the covenants and restrictions contained herein, and/or to recover dameges for any such violation. The parties shall be authorized to take any and all action as they may determine in its sole and unfettered discretion, without notice and all remedies shall bo curnulative and shall be subject io simultaneous exercise without an election at any time. OWE Fhe AS Evowced. 4 Oy FCO d, E¥ cae 7 fff OWE ft Artem ey AR FE Ef veaete’ Oe OO gf Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 8 of 18Aug. 29. 2011 4:09PM Steven O. Hutton PLL. No. 0948 =P. 23/9? 6. Constructive Notice And Accept: The covenants and restrictions contained in this Agreement hell run with the VOTT Property and the MeCann Property, and shall bind and inuré to the benefit of the successors and assigna of VOTT and McCann. Every person and entity who now or hereinafter acquires any right, tile, esivie, lease, or other interest in or to any of ihe parcels within the McCann Property ie and shall be inclusively deemed to have consented and agreed to the restrictions contained In this Agreement, whether or not any reference to thie Agreement is contained in the instrument by which such person or entity acquires its interest In the parcel. ‘apacity. Each individual and entity executing this Agreement hereby individually represents and warrants that he and/or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he and/or it ie executing this Agreement to the terme hereor. nive Agreement. This Agreement constitutes the entre Agreement between F Purchaser and Seller relating to this matter and supersedes all other prior agreements and representations in connection therewith. ment or Waiver. This Agreemant shall not be altered, amended, changed, walved, oeernaree or otherwise modified In any respect or particular unless the same shall be in writing and signed by the parties hereto. 74 q Law Venue. Thie Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida. The parties agree that venue for any dispute arising out of this Agreement shall be brought in sarasota County, Fiorida. 7.5 Headings. Section headings of this Agreement have been inserted for convenience of reference only and will in no way modify or restrict any provisions hereof or be used to construe any such provision. 7.6 Severability. If any provision of thie Agreement should be held to be invalld or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. TF je Fees. fF suit or action Is filed to rherpret or enforce this Agreement, prevailing party shall be entitled to be awarded its reasonable attorneys’ fees and disbursements through all appeals in addition to other costs and disbursements allowed by law, inchiding those Incurred on appeal. = Paw FEL FO VEE GELF Ae Pate O conpesY Goon ( CeteCat co VE 28 hbL THe ae SEMM enone 8. Effective Date. The "Effective Date” of this Agreement shall be the date on which the last of VOTT and McCann executes this Agreement (the "ive Dato"). “fe & “Ove @ CAT Ae VO St pee cer cireatlerviow. | oF Org POO Mca po ff ee ee, Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 9 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PL No. 0948 =P. 23/32 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duiy executed as of the Effective Date. WITNESSES: MeGANN HOLDINGS, LTD / 7 A Florida limited partnership By. Palmer Ranch Holdings, Inc. A Florida corporation its: General Pariner STATE OF FLORIDA COUNTY OF _ 8 -79@7 3 0/7#- This instrumertt was @ hee hote v before me this RP aT dayof Jer < 2010 by _& POA Mee horle, 0 thf Clit vie, wh a8 _qeasat- ____—of Palmer Ranch Holdin ‘ce, Inc., Inc., a Florida corporation, as General Partner of McCann Holdings, Lid, a Florida limited parinerehip, on behalf of the limited partnership. He D4 is personally known to mel jproduced FS identiication. Notary F Public — ; State oF E f #10 ft My Commission Expires May 22, 2et =~ Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 10 of 18Aug. 29. 2011 4:09PM WITNESSES: Steven D. Hutton PL, No, 0948 P, 24/32 VOTT=A, LLG @ Florida limited llebility company it: Manager > erntwh ere VOT T=, LLG a Florida limited liability company Awe Print Name: a As its: Manager -enA ;, ah y Milde, there Shr YOTT-G, LLG & Florida limited fiabiity company VOTT-O, LLG Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 11 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PLL. No 0948 PR 25/32 STATE OF Fo O-0ep COUNTY OF Sater #9 O77? This instrument was acknowledged before me this a= day of _“ “E2010 by David H. Baldauf, as Manager of VOTT-A, LLG; VOTT-B, LLC; Hc: VOTT-€. LLG: and VOTT-B, LLC, all Florida limited liebllity companies, on behalf of the companies. He | is personally known forme | produced as identification. Notary Public — State o . oh rh My Commission Expires MAY 22, 2¢) =. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 12 of 18Aug. 29. 2011 4:09PM Steven D. Hutton PL | No, 0948 =P. 26/32 EXHIBIT ®A" Legal Description VOTT Property A parcel of land being a portion of lands described in Official Records Instrument #2005198624. Public Records of Sarasota County, Florida. This portion lies in Section 24, Township 38 South, Range 18 Gast, Sarasota County, Florida, described as follows: Commence at the Southwest comer of Section 24, Township 38 South. Range 18 East, Serasot County, Florida; thenee § 89°SG'31" E, along the South line of said Section 24, a distance of (714.03 feet to 2 point on the Easterly Right of Way of State Road 681 (Right of Way Width varies). per Road Piet Book 2, Page 39, Public Records of Sarasota County, Florida, the next five (5) courses are along said Right of Way line; ()) thence N 26°04'17" E, a distance of 100.21 feet to the point of curvature of a curve tuming to the left with a radius of 5859.58 feet, a delta angle af 4°51'22", a chord bearing of N 23°38°36" E, a chord length of 496.47 feet; (2) thence along the are of said curve, an arc length of 496.62 feet to the POINT OF BEGINNING, same being a point on the continuation of said curve turning to the left with a radius of 5859.58 feet, a delta angle of 14°28°25", a chord bearing of N 13°50'44" E, a chord length of 1476.23 feet; (3) thence along the arc of said curve, an are length of 1480.16 feet ta a polat on a non-tangent line; (4) thence N 03°49°22" E, a distance of 363.93 feet: (5) thence N 06°44°52" E, a distance of 756.43 feet; thence § $1°395" E, leaving eaid Right of Way, a distance of 68.2] feet; thence N 78°17" 6, a distance of 33.27 feet; thence 5 65°24°55" E, a distance of 154.65 feet; thence $ 04°35'25" W, a distance of 344.3) feet: thence § 65°24'35" E, a distance of 959.9) feet to a point on the West line of lands described in Official Records Instrument #2005008586, Public Records of Sarasota County, Florida; thence § 11°47°26° E, along said West line, 2 distance of 960.09 feet: thence N 89°12°48" W, a distance of 512.93 feet to a point on a curve turning to the left with a tadius of 426.00 feet, a delta angle of [25°30'37", a chord bearing of § 78°31'42° W, @ chard length of 757.48 feet: thence along the arc of said curve, an arc length of 933.18 feet to the point af tangencss, thence § 15°4623" W, a distance of 1159.50 feet; thence N 76°21°16" W. a distance of 288.06 fvet to the Point of Beginning. Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 13 of 18Aug. 29. 2011 4:09PM Steven 2. Hutton PL. No, 0948 =P. 27/32 EXHIBIT “B“ Legal Description VeGann Property Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 14 of 18Aug. 29. 2011 4:10PM Steven D. Hutton PL, No. 0948 FP. 28/9? EXHIBIT “C” Diagram the os NBM T OTE | NGMGER 4 taancnereacos seagate esas sues Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 15 of 18 Eon OCCT TSO ood dr 1 I=) : a THIS JOINT COOPERATION AGREEMENT (“Agreement”) is made as of the date last executed below, by and between SDC COMMUNITIES, INC. a Florida Corporation ("SDC"), and PALMER RANCH HOLDINGS, LTD., a Florida Limited Partnership (“Palmer”) and is riade with reference to the following facts: JOINT COOPERATION AGREEMENT RECITALS: WHEREAS, SDC and Palmer. are co-applicants for a Sarasota County initiated Comprehensive Plan Amendment known as 2010-02-E {the “Amendment’) under which Amendment (i} real property owned by Palmer and/or its affiliates is designated as Area 1 of Special Planning Area 4 (“Area 1"), and (ji) real property owned by SDC and/or its affiliates is designated as Area 2 of Special Planning Area 4 ("Area 2”), and; WHEREAS, the Amendment proposes to create an Energy Economic Zone and substantially Increase the Intensity of uses authorized on the Area 1 property by virtue of establishing an Major Employment Center and Village | Commercial Land Use Designation for such property, and; WHEREAS, SDC ie entitled to use the Area 2 property for approximately 220,000 square feet of commercial and retail use the viability of which will be severely impaired in the event Palmer is authorized to develop significant commercial and retail uses within Area 1 by virtue of the Amendment, and; WHEREAS, in the absence of this Agreement, SDC would withdraw its real property from the Amendment and the proposed Energy Economic Zone thereby emasculating the Amendment in this cycle of comprehensive plan amendments, and; WHEREAS, Palmer and SBC have jointly agreed to avoid undesirable competition for commercial and retail uses, and have agreed to jointly support adoption of the Amendment solely on the strict terms and conditions of this Agreement, TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SDC and Palmer agree as follows: 1. Recitale. The above recitals are true and correct and are hereby incorporated herein. 2. Agreement. The parties agree that commercial and retail uses for Area 1 shall not exceed fifty thousand (50,000) ‘gross square feet. in recognition of this agreement, the parties shall pursue all land use authorizations and entitlements in a manner that will effectuate the terms of this Agreement, including, but not fimited to, the adoption of the Amendment as contemplated herein, and any appeal or further process in connection therewith. 3. Transmittal Public Hearing. A public hearing regarding the transmittal to the Department of Community Affairs of the Amendment will be held on or about June 23, 2010, as continued from time to time. At that public hearing SDC and/or its representatives and consultants shall be authorized to present evidence and testimony (including relevant data and I “OTT 000397 Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 16 of 18analysis) which supports limitation of commercial and retail uses with Area 1. In addition, the parties agree that: oo - OS A, Support Adoption: The parties shall support adoption of the Amendment as amended by the recommended motion set forth below. Neither SDC nor Palmer shall make any: comments or take any action, either directly or indirectly, inconsistent with the recommended motion set forth below, or the terms of this Agreement. CB. Recommended Motion. SDC will present and recommend, and the parties will support a motion. by the Board of County Commissioners substantially as follows: "Based upon the evidence presented, comments made at the Public Hearing, the technical support documents, and finding the request to be in compliance with the provisions of Chapter 163, Part (I, Florida Statutes and Rule 9J-6 FAC, and consistent with the Sarasota County Comprehensive Plan, | move to approve TRANSMITTAL of Comprehensive Plan Amendment 2010-02-E, with a revision to proposed FLU 2.2.6 as follows: Sub-Planning Area 1, and any Crificat Area Plan approved In connection therewith, shall limit Commercial and Retail development to a maximum of fifty thousand (50,000) gross square feet. 4, | oe Application. Following transmittal of the Amendment, the parties shall support the Amendment in a manner strictly consistent with this Agreement, including communications with the State of Florida Department of Community Affairs, the adoption public hearing, any appeal thereof, or any other process in connection with the Amendment. Thereafter, all land use entitlements and authorizations shall be pursued strictly in accordance with the limitations provided for herein. 5. Evidence. This Agreement may be introduced as evidence of the parties agreement at any proceeding in connection with the Amendment or use of the Area 1 real property. | 6. Miscellaneous. 6.4 Capacity. Each Individual and entity executing this Agreement hereby Individually represents and warrants that he and/or it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he and/or it is executing this Agreement to the terms hereof. 6.2 Entire Agreement. This Agreement constitutes the entire Agreement between Purchaser and Seller relating to this matter and supersedes all other prior agreements and representations in connection therewith. 6.3 NoAmendment or Waiver. This Agreement shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect or particular unless the same shall be in writing and signed by the parties hereto. an 6.5 sine Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, The parties agree that venue for any dispute arising.out of this Agreement shall be brought in Sarasota County, Florida. 6.6 Parties. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their respective helrs, executors, administrators, transferees, successors and assigns. VOTT 000298 Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 17 of 18. 68 Headings. “Section headings of this Agreement have been inserted for convenience of reference only and will in no way modify or restrict any provisions hereof or be used to construe any such provision. 6.8 Additional Acts. Each party hereto shall from time to time perform such additional acts as the other party may reasonably request to effectuate the intent of this Agreement. Upon the request of any party, a memorandum describing the essential terms and conditions of this Agreement and attaching the formal legal descriptions of Area 1 and Area 2 shail be executed by the parties and recorded in the public records of Sarasota County, Florida. 6.10 interpretation and Enforcement; Attomeys’ Fees. If suit or action Is filed to interpret or enforce this Agreement, the prevailing party shall be entitled to be awarded ite reasonable attorneys’ fees and disbursements through all appeals in acidition to other costs and disbursements allowed by law, including those incurred on appeal, 6.11 Severability. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 7. Effective Date. The “Effective Date” of this Agreement shall be the date on which the last of SDC and Palmer executes this Agreement (the “Effective Date"). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date. SDC Communities, Inc. By Its: President Dated this _ day of June, 2010 PALMER RANCH HOLDINGS, LTD By: Palmer Ranch Holdings, Inc., General Partner By: Its: President Dated this _— day of June, 2010 VOTT 0003399 Filed for Record 11/14/2011 05:18 PM - Karen E. Rushing, Clerk of the Circuit Court - Sarasota County, FL - 2011 CA 003897 NC Dkt-6569604 Page 18 of 18