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Home My WebLink About2008 08 11 Informational 103 Vista Willa Office Center, Inc. Phase II City of Winter Springs Regular Meeting August 11, 2008 0811 08_COMM_Informational_l 03_ Vista_ WilLDevelopmenCAgreement Page 1 of2 COMMISSION AGENDA ITEM 103 Consent Informational Public Hearin Re ular x August II, 2008 Regular Meeting MGR.~/DEPT. Authorization REQUEST: City Manager responding to Commissioner Brown's inquiry regarding Vista Willa Office Center, Inc. Phase II. PURPOSE: This agenda item is needed to respond to Commissioner Brown's question regarding Vista Willa Office Center Phase II. CONSIDERATION: At a recent Commission meeting Commissioner Brown inquired about Vista Willa Office Center Inc. owner's obligation under the City's Development Agreement with the Developer to begin construction of Phase II. In response to Commissioner Brown's question please be advised of the following: In Section II of the Fifth Modification of the Development Agreement the Developer is accountable to the City to do the following regarding the second building approved by the Commission in the Master Plan. I. Obtain building permits no later than April 29, 2008. 2. Complete construction and acquire a certificate of occupancy no later than October 29, 2009. 3. Pay the City $50,000 per year up to a total of $200,000 for each year the second building is incomplete. According to the Agreement the Developer is currently in violation of Section 2.1 regarding the issuance of permits by April 29, 2008. Time is of the essence to pull building permits if the Developer intends to complete construction of the second building by October 29,2009 as required in the Agreement. Failure to comply will require a $50,000 payment to the City on October 30, 2009. Staff will need direction from the Commission regarding the Commissions intent relative to this matter. Your choices are as follows: 1. Send the Developer a Notice of the Violation of Section 2.2 and demand compliance. 2. Send the Developer a Notice of Violation of Section 2.2 and demand the Developer to appear before the Commission and show cause why the Developer has not pulled building permits for the second building. This places the burden upon the Developer to show how he will rectify non-compliance with the terms of the Agreement. 3. If the Commission deems it appropriate, amend the Development Agreement to give the Developer additional time to complete the second building. 4. Do nothing. FUNDING: N/A RECOMMENDATION: This agenda item is presented as information only In response to a question asked by a Commissioner. However, in consideration of the following it appears that it would be reasonable for the Commission to grant the Developer an extension of the time limits contained in the agreement. 1. At the time this agreement was made it is doubtful that any of us could have foreseen the depth of the downturn in the economy we have been experiencing and its impact on Class "A" office space. 2. Due to the Developers investment in the first building and the land and design cost already invested in the second building, it appears it would be in the Developers best interest to construct the second building at the earliest feasible time. 3. The Developer is providing the City with $39,600 worth of free space and $40,000 in initial improvements for the Police Satellite Station in the first building. ATTACHMENTS: Development Agreement COMMISSION ACTION: 111111111111111/111111/11111111111111111 1111/ /III/II 11111111 THIS INSTRUMENT WAS PREPARED BY AND SHOULD BE RETURNED TO: Anthony Garganese City Attorney of Winter Springs YJ j}rown, Garganese, Weiss & D'Agresta, P.A. ~V"255 E. Robinson St., Suite 660 Orlando, FL 32801 (407) 425-9566 MARYANNE MORSfi:, ClERK OF CIRf.;Un COURT SEMINOLE COUNTY BK 06858 Pgs 1286 - 1289i (4pgs) CLERK'S # 2007155599 RECORDED 11/02/2007 01:S7:15 PM RECORDINH FEES 3'.).50 RECORDED BY L MtKinley FOR RECORDING DEPARTMENT USE ONLY FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT TillS FIFTH MODIFICATION OF DEVELOPER'S AGREEMENT (the "Agreement") is made and executed this OZ't-l1---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 o.btained 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 Noll 00 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 De\'eloper'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 TER SPRINGS c C ~-- -~ ATTEST: I ........."...,,"\\\\\,. ,.' 1\1~ 0/1"" .' - ~" \ . . . . " . . . . j.. I, t r--.,. ,,,,) ~.~" ," \ 11 ".i \-""..d\. r ; r--. .' iV C "'.. ~~-;. lJ -'~ , - -, . 0 l!', ~;,,; "' '~: ~:) ';.:-::', 0,' GrrY SEA:-w " Z, ~ S:~"P\ o:~ : -;;;. : <f) .:.v' ;,. ' 4 :. . \J"4 \.~ ::.f:' j .....:)- ". ...~ . '-;.,- \ ()" ' '" rr If) A S~~~. _.u '" \ , '1. .." '\.. ...... - APPROVED AS TO FORM AND LEGALITY For the use and reliance of the City of Winter Springs, Florida only. ~ Date: I' By: . Anthony Garganese, City Attorney for the City of Winter Springs, Florida STATE OF FLORIDA COUNTY OF SEMINOLE (NOT ARY SEAL) 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. ,J Witness my hand and official seal this .),)' . day of 0 ~ ~ \ " .. (\ '/ -------~ \ 'lJ / ~ 'Not'ii~ublic My commission expires: ,2007. NOlary Public State or Florida Andrea lorenzo-Luaces My Commission 00664334 Ex ires 05/09/2011 q~lit l l ! 'O"~rl:" ."~,, ! \ ~ . ~ ". ~; 1 .~.. O'f'.f/" Fifth Modification to Developer's Agreement City ofWinler Springs and Vista\\~lla Office Center, LLC - J - Signed, sealed and delivered in the pres~ence ~Z vnm~ses ~ . , / .. S"ig!Jalure of Witness :5G 01"\ ..sDI ~e S Printed Name ofWitnds VISTAWILLA OFFICE CENTER, LLC, a Florida limited liability company Date: I /J'" '8-... Is> '-' @ 'l STATE OF RO(~ COUNTYOF ~7'\/,,)\.p The foregoing instrument was acknowledged before me this ~ %y 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) l.............................,...,........., : KATHRYN L. WHITE : ~..'\\";~"~~I. Comm# 0D0355961 ! lf~ .~\ ExpireS 6/1712008 : \~ Bonoed thnl (800}4 32-4254 : "'" Fkxida Notary Assn.. lnc S. .... ... .t.. ...... .............. 11"1 I...... lure) V\. L.W ~ (Print Name) ~ ...... Notary Public, State of ond..c:L Commission No.: D 0355"1'" J My Commission Expires: Co...., ,-(;1.DO X' Fifth Modification to Developer's Agreement City of Winter Springs and Yistawilla Office Center, LLC - 4 -