HomeMy WebLinkAboutVistawilla Office Center, LLC 6th Modification of Developer's Agreement 2015 11 16 NARYANNE NORSE SE11INOLE COUNTY
CLERK OF CIRCUIT COURT is COMPTROLLER
BK Q585 Poo 406-4113 (5NviO
CLERK'S x 2015127061
RECORDED 11/18/2015 09:40:58 AN
RECORDING FETES $44.00
RECORDED BY hdevore
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony Garganese
City Attorney of Winter Springs
Garganese,Weiss&D'Agresta,P.A.
111 N.Orange Avenue,Suite 2000
Orlando,FL 32802
(407)425-9566
FOR RECORDING DEPARTMENT USE ONLY
SIXTH MODIFICATION OF DEVELOPER'S AGREEMENT
THIS SIXTH MODIFICATION OF DEVELOPER'S AGREEMENT (the
"Agreement") is made and executed this 6"' day of November, 2015, by and between the
CITY OF WINTER SPRINGS, a Florida Municipal Corporation (the "City"), whose
address is 1126 East S.R. 434, Winter Springs, Florida 32708, and VISTAWILLA OFFICE
CENTER, LLC, a Florida limited liability company ("Vistawilla"), whose address is 1491
East S.R. 434, Unit 103, Winter Springs, Florida 32708.
WITNESSETH:
WHEREAS, Robert Yeager, Trustee ("Yeager") and the City previously entered into
a binding Developer's Agreement dated April 13, 1998 and recorded May 13, 1998 in
Official Records Book 3424, Page 0611, of the Public Records of Seminole County, Florida
(the "Original Developer's Agreement"), relating to certain real property located in Seminole
County, Florida and more particularly described therein (the "Property"); and
WHEREAS, Vistawilla purchased the Property from Yeager and is the current fee
simple owner of the Property; and
WHEREAS, Vistawilla and the City previously amended the Original Developer's
Agreement pursuant to that certain First Modification of Developer's Agreement dated
February 27, 2006 and recorded March 8, 2006 in Official Records Book 6151, Page 42 (the
"First Modification"), and that certain Second Modification of Developer's Agreement dated
June 12, 2006 and recorded June 27, 2006 in Official Records Book 6304, Page 36 (the
"Second Modification"), and that certain Third Modification of Developer's Agreement dated
December 18, 2006 and recorded January 19, 2007, in Official Records Book 6561, Page
0610 (the "Third Modification"), and that certain Fourth Modification of Developer's
Agreement dated March 27, 2007 and recorded April 4, 2007, in Official Records Book
6656, Page 0823 (the "Fourth Modification"), and that certain Fifth Modification of
Developer's Agreement dated October 29, 2007, and recorded in Official Records Book
6858, Page 1286 (the "Fifth Modification"), all of the Public Records of Seminole County,
Florida (the Original Developer's Agreement, the First Modification, the Second
Sixth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center,LLC
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Modification, the Third Modification, Fourth Modification and the Fifth Modification are
hereinafter collectively referred to as the "Developer's Agreement"); and
WHEREAS, the parties acknowledge that although Vistawilla obtained the City's
approval of final engineering plans for the Phase 1I office building required by the Fifth
Modification, Vistawilla was unable to commence construction and complete the Phase II
office building; and
WHEREAS, as a result of Vistawilla's failure to construct the Phase II office
building, the terms and conditions of the Fifth Modification require Vistawilla to make
payment to the City in the amount of$200,000; and
WHEREAS, Vistawilla has recently applied for and received approval from the City
Commission, by Resolution No. 2015-26, adopted on October 26, 2015, to split the Property
into two separate developable lots legally described and defined under said Resolution and
hereinafter referred to as "Lot Split Parcel 1" and "Lot Split Parcel 2;" and
WHEREAS, Vistawilla now desires to market and sell Lot Split Parcel 2, which
currently consists of vacant land, free and clear of the payment that is currently owed the
City under the Fifth Modification; and
WHEREAS, in furtherance this desire to sell Lot Split Parcel 2, Vistawilla has
entered into that certain Purchase and Sale Contract, dated March 4, 2015, with Barrett
Square Holdings, LLC. or its duly authorized assignees (hereinafter referred to as "Sales
Contract"); and
WHEREAS, in order to facilitate the sale of Lot Split Parcel 2 unencumbered by the
terms and conditions of the aforesaid payment, Vistawilla has requested that the City
Commission approve a modification of the terms and conditions of the Fifth Modification;
and
WHEREAS, Vistawilla and the City have agreed to amend the Fifth
Modification/Developer's Agreement as specifically set forth hereunder.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties mutually agree to amend the Fifth Modification/Developer's
Agreement as follows:
1.0 Recitals; Capitalized Terms. The recitals set forth above are true and correct
and are incorporated herein by this reference. Unless otherwise set forth herein, all
capitalized terms utilized herein shall have the same meaning as set forth in the Developer's
Agreement, and the terms defined in the recitals above shall have the meaning stated herein.
2.0 Paragraph 2.0, Phase II Development Schedule, of the Fifth Modification as
set forth below is hereby deleted in its entirety: (Stfikeeut type are deletions)
2.0 Phase 11 Develeoffient-Sehedule
Sixth Modification to Developers Agreement
City of Winter Springs and Vistawilla Office Center,LLC
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2.1 Vistawilla agrees to apply and ebtaiii building peffflits for- the eefistfuetion 6
the Phase 11 e4fiee building within six (6) months of the effeetive date of this Fifth
Medifieatien. The Gity will not, ab.ly delay ., withheld said peffflits-.
2.2 Vistawilla agrees to eefflplete eenstruetion and obtain a eertifieat
eeetipaney faf the Phase 11 effiee building (e�Eeludifig tenant impfevements) within
two (2) ealendaf years 4em the effeetive date ef this Fifth Modifieation
("�Gempletivn-Da
Date,2.3 in the event that Vistawilla fails te eofflplete eenstr-tietion and ebtain the
Vistawilla shall pay to the City Fifty Thousand afid NAN Dellafs ($50,000.00).
Thefeaftef, for- every yeaf aftef the Gafflplefieii Date theA the Phase 11 effiee
oeetipaney, Vistawilla shall pay to the City an additiatial Fifty Thetisand and
ATA nn Dellafs ($5$008:00);; per ided hewevef, the—teunder- this
Dollars ($200,000.00). Any—payFfleiFegtfei this seetien-�3 shall be
delivefed to the Gity within thfee (3) business days aftef the date fequir-iffg-the
payffient.
3.0 Payment to the City. The parties agree to restate, modify and extend the
repayment terms previously set forth in Paragraph 2.0 of the Fifth Modification as follows:
3.1 Unless otherwise provided by Paragraph 3.2 herein, Vistawilla shall pay the
City Seventy-Five Thousand and No/100 Dollars ($75,000.00). Vistawilla shall pay the City
the $75,000.00 at such time the Sales Contract closes. The closing statement for the Sales
Contract shall reference this payment as a closing disbursement owed by Vistawilla in favor
of the City. Payment shall be due at closing and be made by check made payable to the City
of Winter Springs. Upon receipt of the check and verification that said funds have cleared,
the City will file a Satisfaction of Payment in the Official Records of Seminole County,
Florida evidencing that the Property is no longer encumbered by the payment required
hereunder. Vistawilla agrees to keep the City Manager fully apprised of the closing date
under the Sales Contract, and the City shall be permitted to attend the closing for purposes of
receiving the check.
3.2 In the event closing on the Sales Contract does not occur and the Sales
Contract expires or is terminated by either the buyer or seller, Vistawilla shall then be
required to pay the City One Hundred Thousand and No/100 Dollars ($100,000.00).
Payment shall be due at such time Vistawilla sells any portion of the Property (Lot Split
Parcel 1 or 2) under the same payment terms and conditions set forth in Paragraph 3.1 above.
Vistawilla agrees to keep the City Manager fully apprised of any future contracts for
purchase and sale of the Property and related closing dates.
3.3 The aforementioned payment terms and conditions shall constitute a binding
obligation running with the Property until full and complete payment is received by the City
and a Satisfaction of Payment has been duly recorded as stated above.
Sixth Modification to Developers Agreement
City of Winter Springs and Vista\Villa Office Center,LLC
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4.0 List of Permitted Uses on Lot Split Parcel 2. The list of permitted uses for
Lot Split Parcel 2 shall hereby include an assisted living facility (including memory care
services), as that term is defined by Section 429.02, Florida Statutes.
5.0 Effect of Amendment. All other terms and conditions of the Developer's
Agreement, not in conflict with this Amendment, shall remain in full force and effect.
Nothing herein shall repeal or modify any existing easements or covenants affecting the
Property or any applicable final engineering plans and permits previously approved by the
City.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the
date first above written.
CITY OF WINTER SPRINGS
By:
Cha eor
ATTEST: s Lace y
t,.,.By:
Andrea renzo-Luaces, City Clerk
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only.
Date:
CITY SEAL
By:
Anthony G4Zw4se, City Attorney for
the City of Winter Springs, Florida
STATE OF FLORIDA
COUNTY OF SEMINOLE
Personally appeared before me, the undersigned authority, Charles Lacey and Andrea
Lorenzo-Luaces, well known to me to be the Mayor and City Clerk respectively, of the City of
Winter Springs, Florida, and acknowledged before me that they executed the foregoing
instrument on behalf of the City of Winter Springs, as its true act and deed, and that they were
duly authorized to do so.
Witness my hand and official seal this K2 day of , 2015.
(NOTARY SEAL)
, COURTNEE C MARTIN
NIoF.. YCEXPIRES November 4;201
M cColm>ruaaion
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Sixth Modification to Developers Agreement
City of Winter Springs and Vistawilla Office Center,LLC
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Signed, d and delivered in the VISTAWILLA OFFICE CENTER,LLC, a
prese ce o the followin tnesses: Flori a li ited liability comp/any
By: p�1
S�g ure W}*ness David McLeod, Managing Member
Ilii.yhv— L (-fa _
Printed Name of Witness > 5
Date: t"(— Z
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Signature of Witnes
A(,A►-7'j- /Lour
Printed Name of Witness
STATE OF
COUNTY OF a L.
The foregoing instrument was acknowledged before me this day of
2015, by David McLeod, as Managing Member of VISTAWILLA OFFICE
CENTER, LLC, a Florida limited liability company, on behalf of said company. He is
personally known to me or produced '—Lf3l s as
identification.
(NOTAL,Y-S�At'')I" --
° ;(Nota is Si nature)
• rint Name)
= MY Notary Public, State of v\c
n COMMISSION
0 : NUMBER Q Commission No.: 7
2��;•.• 7545012 •,:�� My Commission Expires: 3)
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''000114004,.°°.
THE EFFECTIVE DATE OF THIS SIXTH MODIFICATION IS CONTINGENT
UPON CITY COMMISSION RESOLUTION NO. 2015-26, ADOPTED ON
OCTOBER 26, 2015 BECOMING EFFECTIVE AND RECORDED IN THE
OFFICIAL RECORDS OF SEMINOLE COUNTY,FLORIDA.
Sixth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center,LLC
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