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HomeMy WebLinkAbout2001 12 10 Regular L Assignment of Responsibilities to JDC Add-On Regular Agenda Item "L" December 10, 200101 COMMISSION AGENDA ADD-ON ITEM L CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X 12/10/01 Meeting MGR. ~T Authorization REQUEST: City Manager requesting the City Commission to consider approval of an assignment of responsibilities and assets of J.D.C. Calhoun, Inc. (IDC) to Capital Green 1, LLC (CG1) and related certification. PURPOSE: This agenda item is needed for approval of IDC's request to assign its responsibilities under the development agreement with the city and all related corporate assets to a corporation whose single purpose is development of the Town Center in compliance with the city's development agreement and all other related agreements and obligations related to the project. CONSIDERATION: IDC has entered into an agreement with the city to develop the Town Center. IDe the parent company desires to create a limited partnership for the sole purpose of completing the project. This is a common practice of real estate development. NOTE: The city attorney has not as yet completed his review of the documents but has indicated he will have any recommended revisions at the Commission meeting FUNDING: None Required. RECOMMENDA TION: It is recommended that the Commission approve the assignment of IDe's rights, title and interest in and to the contract with the city to develop the property, and the property to Capital Green 1, LLC (a Georgia limited liability company) "CGI" and related certification. ATTACHMENTS: a) Transfer Agreement b) Certification COMMISSION ACTION: .. ASSIGNMENT THIS ASSIGNMENT (hereinafter referred to as this "Assignment") is made this day of December, 2001, by JDC CALHOUN, INC. (a Georgia corporation) (hereinafter referred to as "Assignor") to and in favor of CAPITAL GREEN I, LLC a Georgia limited liability company) (hereinafter referred to as "Assignee"). W!INESSEIH IHAI WHEREAS, Assignor made and entered into that certain Agreement dated August 1, 2000, with The City of Winter Springs, Florida (hereinafter referred to as the "City"), as the same may have heretofore been amended (hereinafter referred to as the "Agreement"), with respect to certain real property located in Winter Springs, Seminole County, Florida, as more particularly described in the Agreement (hereinafter referred to as the "Property"); NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, Assignor hereby transfers, assigns, conveys, and sets over unto Assignee all of Assignor's right, title, and interest, in and to the Agreement, as well as all of Assignor's right, title, and interest in and to any and all permits and approvals heretofore received under or in connection with the Agreement. Assignee hereby agrees to assume and perform any and all obligations of Assignor under and pursuant to the Agreement. IN WITNESS WHEREOF, Assignor and Assignee have signed and sealed this Assignment as the date first above written. ASSIGNEE: ASSIGNOR: CAPITAL GREEN I, LLC By: ESD Properties, Inc. Its Manager JDC Calhoun, Inc. By: Its: By: Its The undersigned hereby acknowledges and consents to the foregoing Assignment this _ day of December, 2001. City of Winter Springs By: ~.a.~~#~ . Its: ~.~~ I " \ 1, 14194551/2 CERTIFICATION JDC Calhoun, Inc. (a Georgia corporation) ("JDC") and Capital Green I, LLC (a Georgia limited liability company) (CGI") hereby makes and gives this Certification to and in favor or the City of Winter Springs, Florida (the "City"), this day of December, 2001 W!INESSEIH IHAI WHEREAS, JDC made and entered into that certain Purchase and Sale Agreement with Laverne and June Kingsbury (hereinafter collectively referred to as "Seller"), as the same may have heretofore been amended (hereinafter referred to as the "Contract"), for the purchase and sale of certain real property located in Winter Springs, Seminole County, Florida, as more particularly described in the Contract (hereinafter referred to as the "Property"); WHEREAS, JDC made and entered into with the City that certain Agreement, dated August 1, 2000, relating to the Property (as heretofore amended, the "Agreement"); NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and to induce the City to consent to the assignment of the Agreement as hereinafter described, JDC and CGI hereby certify, represent, and warrant to and in favor of the City as follows: 1. JDC intends to transfer to CGI all of its right, title, and interest in and to the Contract and the Property. 2. CGI intends to accept such transfer and to acquire the Property. 3. Upon such transfer and acquisition, CGI will be the fee simple owner of the Property, and as such owner, will be the owner of any and all leases covering all or any part of the Property and will be entitled to any and all rents from the Property. 4. JDC intends to transfer to CGI all of its right, title, and interest in and to the Agreement. 5. CGI will assume all of the obligations, duties, and liabilities of JDC under and pursuant to the Agreement. 1419462v 1 6. The principals involved with JDC are the same principals involved with CGI, among them being Shane Doran and Robert J. Doran, Jr., who will continue to have primary responsibility for decision-making concerning the Property and its development. 7. CGI will continue to employ Greenberg Traurig and LS3P Associates, Ltd. in connection with the Agreement. CAPITAL GREEN', LLC By: ESD Properties, Inc. Its Manager JDC Calhoun, Inc. By: Its: By: Its 1419462.1