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HomeMy WebLinkAboutJDC Calhoun, Inc 2nd Modification - 2003 06 23 (yip .' .~ . ~ f.f SECOND MODIFICATION OF AGREEMENT This See d Modification of Agr,eement ("Second Modification") is made and entered into as of this' day of ga}Je ,2003 by and between IDC CALHOUN, INC., a Georg'a corporation, hereinafter referred to as "IDC," and the CITY OF WINTER SPRINGS, a Florida municipal corporation existing under the laws of the State of Florida, hereinafter referred to as the "City." RECITALS: WHEREAS, IDC and the City previously eritered into that certain Agreement dated August 1,2000; and WHEREAS, IDC and the City previously amended the Agreement by that certain First Modification of Agreement dated July 2, 2001 (the Agreement and First Modification of Agreement shall be hereinafter referred to collectively as the "Agreement"); and WHEREAS, JDC and the City desire to modify the terms and provisions of such Agreement. NOW, THEREFORE, in consideration of the tenus and conditions set forth in the Agreeinent and this Second Modification, and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the City and IDC agree to the following: 1.0 Section III( c) of the Agreement is hereby amended as follows (underlined type indicates additions and strikeout type indicates deletions): c) The drug store anohor v/hich is oontemplated to be construoted on the comer of State Road 134 and Main Street may, at IDe's discretion, be permitted and constructed at another location along State Road 131. If so permitted and constructed, the drug store anchor 'Hill be included as part of Phase I and another retail use shall be permitted and. co.nstructed at the aforementioned comer in Phase I or Phase II. It is acknowledged that a drug store anchor is not required to be located on the corner of State Road 434 and Main Street. The building on the comer of State Road 434 and Main Street may be occupied with any of the uses permitted under the Town Center District Code. The City and IDC acknowledge that a restaurant anclJor bank/office use would also be suitable at the aforementioned corner. Second Modification to Agreement IDC Calhoun, Inc. and City of Winter Springs Page 1 of4 , 2.0 Section III(t) of the Agreement is hereby amended as follows (underlined type indicates additions and strikeout type indicates deletions): t) The City prefers that all buildings constructed on the IDC Property be two (2) to four (4) stories in height and that each story be suitable for occupancy. To that end, IDC and City agree the drugstore anchor (or other use as contemplated herein) on the corner of Main Street and State Road 134 and the buildings located along Main Street on the IDC Property shall be a minimum of two (2) stories as defined in Section 20-1 of the City zoning ordinance with the second story suitable for occupancy in the. initial state of construction other than second story interior finishes. Specifically. the second story shall have a floor and ceiling and the electrical, plumbing. HV AC.and fire sprinklers (if required) and other interior systems shall be sized and "stubbed out" to accommodate occupancy on such story unless otherwise required by the City Code. In addition. the flooring of the second story shall be a slab or plywood sub-floor. The particular finished flooring materials (such as carpet. tile. or finished wood) and the interior wall material ( such as drywall) shall be completed as part of the tenant finish work at a later date so .- '. that the space will meet the needs of the particular tenant. but the second and higher stories may consist of a shell story consisting of [mished exterior. \valls, roof, windows, and other surfaces and an un[mished interior. However. Buiiding One located on the comer of Main Street and State Road 434 may be constructed without an occupied second story and second story flooring system provided that the following conditions are satisfied: 11 Building One.shall be a two-story building in height and constructed in accordance with the elevations previously approved by the City Commission. D The structural, electrical. mechanical. air conditioning. plumbing. fire defense. and other building systems shall be constructed to satisfy all code requirements for the initial phase 'of the Building One . construction. and modifiable to accommodate an occupied second floor including installation of an elevator, if and when a second floor may be desired for Building One. J2 Real transparent window systems shall be installed for the first and second stories of Building One in the initial phase of construction in accordance with the building elevations previously approved by the City Commission. 11 All interior walls that separate tenants shall be at least two-hour fire rated walls. ~ Building One- may be constructed as a speculative building. in which event, .a certificate of compfetion issued by the City will be required indicating completion of the building shell in accordance with all plans and codes prior to occupancy. Second Modification to Agreement JDC Calhoun, mc, and City of Winter Springs Page 2 of 4 f~ , 6) Certificates of occupancy for Building One will be issued only to tenant spaces which are constructed in accordance wi'th the provisions of this Agreement and all applicable plans and codes. Building permits and certificates of occupancy shall be independently issued for each tenant space. All shell stories shall be designed and engineered so as to accommodate occupancy at a later date. The City agrees that all other buildings on the IDC Property may be one (1) story occupancy buildings provided that IDC constructs the buildings to a height of at least two (2) stories in order to achieve the vertical character and scale required by the Town Center District Code. IDC agrees that such one story occupancy buildings will incorporate a parapet wall, which the City hereby deems acceptable, or other architectural feature suitable to the City that visually make the buildings appear to be at least two (2) story buildings on all sides. However, nothing contained in this paragraph shall prohibit IDC from constructing full occupancy buildings of two (2) to four (4) stories, where not otherwise required by this Agreement, if IDC determines that market conditions would allo'Y such const:r.uction.._..._ 3.0 All other provisions contained in the Agreement which are not amended by this Second Modification shall remain unchanged and shall continue to be in full force and effect. WITNESSES: IDC CALHOUN, INC. Prin~d~(e a GeorgiZ)t By: Shane Doran, Vice President qe!u( CfXC Lm0f Print Name: --g~b.e((:n t;. Loue-t-t STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON The foregoinf1 instrument was acknowledged before me this!) 741. day of ~TAN iJAAY , 20QZ by Shane Doran, Vice 'President of IDe Calhoun, Inc., a Georgia corporation, who executed the foregoing instrument and. acknowledged before me that he executed the same for the uses and purposes therein expressed and who is personally known to me or who has produced P./A as identification and who did not take an oath. ~~ N. Public Si a e My~~7-24-2011 Second Modification to Agreement JDC Calhoun, Inc. and City of Winter Springs Page 3 of 4 f" ATIEST: CITY OF WINTER SPRINGS a Florida municipal corporation nzo-Luaces, City Clerk Jo . , , . [City Seal] .. JOINDER . ..Capital Gre~n l LLC joins in, ratifies and confinns the above described Second Modific.ation of Agreement with the same force and effect as if Capital Green I, LLC had been named a party therein. ....- ".. WITNESSES: CAPITAL GREEN I, LLC a Georgia limited liability company PrintN~~ 'By'. ES D Prope.rti~ I 'Ire') :::Ek ~ By: ~ 1/. V~ Its: i (,e.. Pres i d..t-nt . . ~cR;a~~ . Print ame: '"Reb.e.rc(l E. {~tf:: STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON _ The foregoing instrument was acknowledged before me this :J1+fay of '.j QtJut\P-V ' 200Z<{by -John H,'l)isku, \lice Prt~'d~ntle;SD~rf1et; k. ~'of Capital Green I, LLC, a Georgia limited liability company, who e~ecu'ted e foregoing instrument and acknowledged before me that he executed the same for the uses and purposes. therein expressed and who is. personally known to me or who has produced /'J/A as identification and who did not take an oath. Second Modification to Agreement IDC Calhoun, Inc. and City of Winter Springs Page 4 of 4 ,. r . ASSIGNMENT THIS AET~fter referred to as this "Assignment"} is made this .2~day of . , , by .JDC CALHOUN, INC. (a Georgia corporation) (hereinafter r9fe red to as "Assignor") to and in favor of CAPITAL GREEN I, LLC a Georgia limited liability company) (hereinafter referred to as "Assignee"). WITNESSETH THAT 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 t6 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 sym of Ten. and No/tOo 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 ~nto.Assigneeall 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::~agaL' U Its t5X~"- p~s;}~-E. . The undersigned hereby acknowledges and consents to the foregoing Assignment this _ day of December, 2001. I , City of Winter Springs . .' . , ;. '.~ ~ . . ~ ' '. . . . . By: . .~. . ,- . 1419455v2 r . ASSIGNMENT THIS ASSIGNMENT (hereinafter referred to as this "Assignmentll) is made this . _ day of December, 2001, by JDC CALHOUN, INC. (a Georgia corporation) (hereinafter referred to as "Assignorll) to and in favor of CAPITAL GREEN I, LLC a Georgia limited liability company) (hereinafter referred to as IIAssigneell). 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 IICityll); as the same may have heretofore been amended (hereinafter referred to as the IIAgreementll), with re~pect to certain real property located in Winter Springs, Seminole County, Florida, as more particularly described in the Agreement (hereinafter referred to as the IIProperty"); NOW, THEREFOR~,.f<;>cC\nd in consideration of the sum of Ten and No/100 Dollars ($10.00) and othergood 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 JDC Calhoun, Inc. By: ESD Properties, Inc. By: Its Manager Its: By: Its The undersigned hereby acknowledges and consents to the foregoing Assignment this _ day of December, 2001. . ~ . ; City of Winter Springs ~.. ''JHc . By: 'Q. .~ r . . .? . Its:~.~ 1419455v2 .. . .." rl " . CERTIFICATION JOC Calhoun, Inc. (a Georgia corporation) ("JOC") 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 Degembcr, -2GG1 rd) ~~. . . WiTNESSETH THAT WHEREAS, JOC 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 s.ale 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, JOC 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 Oollars ($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, JOC and CGI hereby certify, represent, and warrant to and in favor of the City as follows: 1. JOC 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. JOC 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 JOC under and pursuant to the Agreement. 1419462vl . . . -/ ,. . . , 6. The principals involved with. JOG 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 I, LLC JOG Cal 0 By: ESD Properties, Inc. By: Its Manager Its: - ~'{?~fbf - , - 1419%2vl