HomeMy WebLinkAbout2007 10 22 Consent 205 Fifth Modification of Developer's Agreement Vistawilla Office Center
COMMISSION AGENDA
ITEM 205
Consent
Informational
Public Hearing
Regular
x
October 22, 2007
Meeting
II--
Mgr. /
Dept.
REQUEST: The City Attorney requests that the City Commission approve the Fifth Modification
of Developer's Agreement with Vistawilla Office Center, LLC.
PURPOSE: The purpose of this agenda item is to memorialize the commitment made by Vistawilla
Office Center, LLC. to expedite the permitting and construction for the Phase II office building
located on State Road 434. This commitment was made in conjunction with the City's $200,000
economic incentive grant to the University of Central Florida's Business Incubator Program which
will be located in the Phase I Vistawilla Office Center, LLC.
APPLICABLE LAW AND PUBLIC POLICY:
Florida Municipal Home Rule Powers Act
CONSIDERATIONS:
1. The University of Central Florida is seeking to lease office space (10,000 sq ft) at the Vistawilla
Phase I building.
2. The University of Central Florida requested a $200,000 grant from the City for purpose of paying
the up front build out costs associated with establishing a business incubator program at the Phase
I building. The grant Agreement provided by the City to the University is currently being reviewed
by the University. The Agreement will be provided to the City Commission for final approval in the
very near future.
Page 1 of 2
3. The City Commission approved the grant in conjunction with Vistawilla Office Center, LLC
commitment to expedite the permitting and construction for the Phase II office building.
4. The attached Agreement memorializes Vistawilla Office Center, LLC's commitment. Vistawilla
agrees to apply for and obtain building permits for the construction ofthe Phase n office building
within six (6) months ofthe effective date ofthe Fifth Modification. Vistawilla agrees to complete
construction and obtain a certificate of occupancy for the Phase II office building (excluding tenant
improvements) within two (2) calendar years from the effective date of the Fifth Modification
("Completion Date").
5. Vistawilla Office Center, LLC has agreed to the terms and conditions of the Fifth Modification
of Developer's Agreement.
STAFF RECOMMENDATION:
The City Attorney and City Manager recommend approval of the attached agreement.
ATTACHMENT:
Fifth Modification of Developer's Agreement with Vistawilla Office Center, LLC.
COMMISSION ACTION:
The City Commission recently authorized the economic incentive grant for the University of Central
Florida to locate within the City.
Page 2 of 2
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony Garganese
City Attorney of Winter Springs
Brown, Garganese, Weiss & D'Agresta, P.A.
255 E. Robinson St., Suite 660
Orlando, FL 32801
(407) 425-9566
FOR RECORDING DEPARTMENT USE ONLY
FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT
THIS FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT (the "Agreement") is
made and executed this day of October, 2007, 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 VISTA WILLA 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"), all of the Public Records of Seminole
County, Florida (the Original Developer's Agreement, the First Modification, the Second
Modification, the Third Modification, and the Fourth Modification are hereinafter collectively referred
to as the "Developer's Agreement"); and
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center, LLC
. 1 .
WHEREAS, parties acknowledge that the University of Central Florida desires to create a
business incubator program within the City of Winter Springs; and
WHEREAS, in furtherance of this desire, the University of Central Florida is seeking to lease
office space (approximately 10,000 square feet) within the City of Winter Springs; and
WHEREAS, Vistawilla has offered to lease space in the Vistawilla Office Building located on
State Road 434 to the University of Central Florida for the business incubator program; and
WHEREAS, in order to provide an economic incentive for the University of Central Florida to
locate in the City of Winter Springs, the City Commission of Winter Springs approved, by separate
agreement with the University of Central Florida, an economic incentive grant for purposes of paying
for the up front build out costs associated with establishing the new facility at the Vistawilla Office
Building; and
WHEREAS, as consideration for issuing the grant to the University of Central Florida,
Vistawilla agreed and committed to commencing and completing construction of the Phase II office
building on the subject property under the terms and conditions set forth herein; and
WHEREAS, Vistawilla and the City have agreed to amend the Developer's Agreement in
order to memorialize this agreement and binding commitment relative to the Phase II office building.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree to amend the 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.
2.0 Phase II Development Schedule.
2.1 Vistawilla agrees to apply and obtain building permits for the construction of the Phase
II office building within six (6) months of the effective date of this Fifth Modification. The City will
not unreasonably delay or withhold said permits.
2.2 Vistawilla agrees to complete construction and obtain a certificate of occupancy for the
Phase II office building (excluding tenant improvements) within two (2) calendar years from the
effective date of this Fifth Modification ("Completion Date").
2.3 In the event that Vistawilla fails to complete construction and obtain the certificate of
occupancy for the Phase II office building by the Completion Date, Vistawilla shall pay to the City
Fifty Thousand and Noll 00 Dollars ($50,000.00). Thereafter, for every year after the Completion
Date that the Phase II office building has not been completed and obtained the aforesaid certificate of
occupancy, Vistawilla shall pay to the City an additional Fifty Thousand and Noll 00 Dollars
($50,000.00); provided however, the total payments under this section shall not exceed a cumulative
total of Two Hundred Thousand and NoI100 Dollars ($200,000.00). Any payments required under
this section 2.3 shall be delivered to the City within three (3) business days after the date requiring the
payment.
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center, LLC
- 2-
3.0 Affect 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.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written.
CITY OF WINTER SPRINGS
By:
John F. Bush, Mayor
ATTEST:
By:
Andrea Lorenzo-Luaces, City Clerk
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only.
CITY SEAL
Date:
By:
Anthony Garganese, City Attorney for the
City of Winter Springs, Florida
STATE OF FLORIDA
COUNTY OF SEMINOLE
Personally appeared before me, the undersigned authority, John F. Bush 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 _ day of
,2007,
(NOTARY SEAL)
Notary Public
My commission expires:
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center, LLC
.3-
Signed, sealed and delivered in the
presence of the following witnesses:
VISTAWILLA OFFICE CENTER, LLC, a
Florida limited liability company
By:
Thomas 1. Corkery, President
Signature of Witness
Printed Name of Witness
Date:
Signature of Witness
Printed Name of Witness
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 2007,
by Thomas J. Corkery, as President of VISTA WILLA OFFICE CENTER, LLC, a Florida limited
liability company, on behalf of said company. He is personally known to me or produced
as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawil1a Office Center. LLC
-4-
IllIfIIIIIIIIIIII111IIIIIIlIII11111IIIN11Iil[1NInI~II111
THIS INSTRUMENT WAS PREPARED BY
AND SHOULD BE RETURNED TO:
Anthony Garganese
City Attorney of Winter Springs
Brown, Garganese, Weiss & D'Agresta, P.A.
~55 E. Robinson St., Suite 660
Orlando, FL 32801
(407)425-9566
MFTRYANNE MURSE~ CLERK Ufr CIHt'UI7 COURT
SEMINt1Ll COUNTY
8K 06858 Pgs 1286 - 12891 f4pgs)
CLERK'S # 2007155599
RECORDED 11/08/2007 O1t57:15 PM
RECORDING FEE$ 3`0.50
RECURbEb BY L McKinley
FOR RECORDING DEPARTMENT USE ONLY"
FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT
THIS FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT (the "Agreement") is
made and executed this ~ day of October, 2007, 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"), all of the Public Records of Seminole
County, Florida (the Original Developer's Agreement, the First Modification, the Second
Modification, the Third Modification, and the Fourth Modification are hereinafter collectively referred
to as the "Developer's Agreement"); and
fifth Modification to Developers Agreement
City of Winter Springs and Vistawilla Office Center: LLC
-I-
WHEREAS, parties acknowledge that the University of Central Florida desires to create a
business incubator program within the City of Winter Springs; and
WHEREAS, in furtherance of this desire, the University of Central Florida is seeking to lease
office space (approximately 10,000 square feet) within the City of Winter Springs; and
WHEREAS, Vistawilla has offered to lease space in the Vistawilla Office Building located on
State Road 434 to the University of Central Florida for the business incubator program; and
WHEREAS, in order to provide an economic incentive for the University of Central Florida to
locate in the City of Winter Springs,. the City Commission of Winter Springs approved, by separate
agreement with the University of Central Florida, an economic incentive grant for purposes of paying
for the upfront build out costs associated with establishing the new facility at the Vistawilla Office
Building; and
WHEREAS, as consideration for issuing the grant to the University of Central Florida,
Vistawilla agreed and committed to commencing and completing construction of the Phase II office
building on the subject property under the terms and conditions set forth herein; and
WHEREAS, Vistawilla and the City have agreed to amend the Developer's Agreement in
order to memorialize this agreement and binding commitment relative to the Phase II office building.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties mutually agree to amend the 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.
2.0 Phase II Development Schedule.
2.1 Vistawilla agrees to apply and obtain building permits for the construction of the Phase
II office building within six (6) months of the effective date of this Fifth Modification. The City will
not unreasonably delay or withhold said permits.
2.2 Vistawilla agrees to complete construction and obtain a certificate of occupancy for the
Phase II office building (excluding tenant improvements) within two (2) calendar years from the
effective date of this Fifth Modification ("Completion Date").
2.3 In the event that Vistawilla fails to complete construction and obtain the certificate of
occupancy for the Phase II office building by the Completion Date, Vistawilla shall pay to the City
Fifty Thousand and No/100 Dollars ($50,000.00). Thereafter, for every year after the Completion
Date that the Phase II office building has not been completed and obtained the aforesaid certificate of
occupancy, Vistawilla shall pay to the City an additional Fifty Thousand and No/100 Dollars
($50,000.00); provided however, the total payments under this section shall not exceed a cumulative
total of Two Hundred Thousand and No/100 Dollars ($200,000.00). Any payments required under
this section 2.3 shall be delivered to the City within three (3) business days after the date requiring the
payment.
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center, LLC
_~.
3.0 Affect 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.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written.
ATTEST:
By: 1 ~ .
Lorenzo-Luaces, City Clerk
3 'a f= fi
o_ :~ Cs~TY SEA~Iv
`- ~ ~,^ G
D,~
,, -
STATE OF FLORIDA
COUNTY OF SEMINOLE
CITY TER SPRINGS
~ ~ r~
By:
John F. Bush, M yor
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Winter Springs,
Florida only.
Date: (~ a}/~ ~
By:
Anthony Garganese, City Attorney for the
City of Winter Springs, Florida
Personally appeared before me, the undersigned authority, John F. Bush 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
instrumer_t 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 ~~~ day of C~ ~~ , 2007.
OTARY SEAL I %~~
a .Public .~
tj" •v,~ Notary Public Sfale of Florida My commission expires: ~~ 1 ~
~ Andrea Lorenzo-Luaces
4~. ~ ~ nay Commission DD664334
~,_ _, °r ~~ Ex Tres 05/09/2011
FiRh Modification to Developer's Agreement
City of Winter Springs and Vista«~Ila Office Center, LLC
-3-
Signed, sealed and delivered in the VISTAWILLA OFFICE CENTER, LLC, a
presence of the following witnesses: Florida limited liability company
~- -~- ~~~
i' BY~
Signature of Witness Thomas J. C r ery, President
S«~ .5-- ireS
Printed Name of Witn s
Date: I ~" ~ ~ `" D~
5i a r~f R~~~' ~~ ~~
Printed Name AfM~itne
STATE OF ~Orl G~
COUNTY OF ~-/~- ~ nr~ l-~ n
The foregoing instrument was acknowledged before me this v~t~~ y of ~~ 2007,
by Thomas J. Corkery, as President of VISTAWILLA OFFICE CENTER, LLC, a Florida limited
liability company, on behalf of said company. He is personally known to me or produced
as identification.
(NOTARY SEAL)
(Nola . blic lure) // .. ll ~
L.W
(Print Name) ~
KATHRYN L. WHITE Notary Public, State of (~
„~.r':"~~ co~u~oo3ss~' Commission No.: ~ D3S~~' ~
`~~ E~re• en~aooa
. ~ ~®~s~ sonoeanxuiaoo~asz.zsa My Commission Expires: rl -cZ~
~n~na ~``' Fbrfda Np~ry ASSn_ Inc
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Fifth Modification to Developer's Agreement
City oC Winter Springs and Vistar~~illa OtTce Center, LLC
-4-