HomeMy WebLinkAboutTuskawilla Retail Partners II, LLC Escrow Agreement 2026 05 04ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is entered into this day of
April, 2026 (the "Effective Date"), by and between the CITY OF WINTER SPRINGS,
FLORIDA, a Florida municipal corporation ("QIX") and TUSKAWELLA RETAIL
PARTNERSU,LLC,aFlorida limited liability company ("Developer") (collectively, "Parties").
WHEREAS, Developer has dedicated to the City certain real property located at the
northeast corner of S.R. 434 and Michael Blake Blvd. in the City of Winter Springs Town Center
District (T 5 Transect), legally described on Exhibit "A" attached hereto and incorporated herein
by reference (the "Property "); and
WHEREAS, Developer has developed certain land adjacent to the Property as a
commercialo e
development known as "Blake Commons" (the "Prct") in accordance with that
certain Development Agreement between the City and Developer recorded at Official Record
Book 10887, Page 649 of the records of Seminole County, Florida (the "Development
Agreement"), including the construction of certain infrastructure on the Property to serve the
Project, the materials of which are described on Exhibit 1111" attached hereto and incorporated
herein by reference (collectively, the "Infrastructure"), as more particularly described in the Final
Engineering/Site Plans approved by the City incorporated in the Development Agreement and on
file with the City as File Nos. FDEP-2024-0009, DVAG-2025-0007, WAN 2025-0005, and
WAN 2025-0008; and
WHEREAS, as a condition to the City's acceptance of the Infrastructure by that certain
Bill of Sale dated April , 2026 (the "Acceptance Date"), the City has required that the
Developer agree to protect the City against any material defects in the construction of the
Infrastructure resulting from faulty materials, workmanship, or design of such Infrastructure and
to maintain such Infrastructure in a commercially acceptable manner equivalent to similarly
sA
tuated Projects (collectively, the "Maintenance Work") for a period of two (2) years after the
Acceptance Date (the "Term"); and
WHEREAS, the City has required that the Developer deposit (MA ,927.60 (the "Escrow
Funds"),which sum represents ten percent (10%) of the cost of wall "a lfor the Infrastructure,
in escrow with the City for the Term as security to ensure the completion of such Maintenance
Work by Developer.
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth
and other good and lawful consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties intending to be legally bound agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and are fully incorporated
herein by this reference.
Escmw Agreement
City of Winter Springs and'il�skawilta Retail Partners II, LLC
Page 1 of 4
4938-2931.4253
Section I Maintenance Work. The Parties agree that the Developer shall, at its sole
expense, be required to undertake, or cause to be undertaken, the Maintenance Work for the
duration of the Term.
Section 3. Deposit and Use of Escrow Funds. Within three (3) business days after the
Effective Date, the Developer shall deposit, or cause to be deposited, with the City into escrow the
Escrow Funds by wire transfer pursuant to those certain wire instructions to be provided by the
City to Developer in writing. The Escrow Funds shall serve as security to assure the Developer's
Faithful performance of this Agreement and the Maintenance Work required hereunder. The City
shall hold and deposit the Escrow Funds in escrow and shall be entitled to use the Escrow Funds
to mitigate the City's damages in the event of a default by the Developer. A default by the
Developer shall include the following: failure to timely complete the Maintenance Work as
required hereunder; insolvency, appointment of a receiver, or the filing of any petition in
bankruptcy; and/or commencement of a foreclosure action against the Property or any portion
thereof. Upon such a default, the City shall provide written notice to the Developer including
evidence of such default (a "Default Notice"). In the event the Developer fails to cure any default
within thirty (30) days after receipt of the Default Notice, the Developer irrevocably authorizes
and agrees that the City shall be entitled to use the Escrow Funds to complete the Maintenance
Work, and further agrees to pay any actual costs incurred by the City in excess of such Escrow
Funds as provided in Section 4 below. The City may complete the Maintenance Work by contract
or any other method the City deems reasonably appropriate. The City shall provide written notice
to Developer within three (3) business days after its exercise of the foregoing self=help remedy,
which written notice shall include evidence of the costs incurred by the City and the amount of
Escrow Funds being drawn upon in such instance. Any interest earned on the Escrow Funds shall
be considered de minimis, may be retained by the City and shall not be owed to Developer upon
the expiration of the Term. The City agrees to return any unused Escrow Funds back to Developer,
in accordance with wire instructions to be provided by Developer to the City in writing, within
fifteen (15) business days of the expiration of the Term. For the avoidance of doubt, the Escrow
Funds shall be returned only to Developer and not to any other party.
Section 4. Additional Compensation to City. Notwithstanding Section 3, above, which
shall not be construed as a limitation of liability, the Developer shall be required to reimburse the
City for any and all actual costs incurred by the City in completing the Maintenance Work, should
those costs exceed the Escrow Funds. Such actual costs shall include fees and charges of architects,
engineers, attorneys, other professionals, and court costs. The City shall be entitled to pursue all
remedies allowed by law or in equity to seek reimbursement of such expenses.
Section 5. Miscellaneous Provisions.
(a) This Agreement shall be governed by and construed in accordance with the laws of
State of Florida. Venue for any legal action arising from this Agreement shall be in
Seminole County, Florida, for state court actions, or the Middle District of Florida,
Orlando Division, for federal court actions.
Escrow Agreement
City of Winter Springs and Tuskawilla Retail Partners II, LLC
Page 2 of 4
4938.2031-4283
(b) This Agreement constitutes the entire understanding between the Parties with respect
to the subject matter hereof and supersedes all prior negotiations, representations, or
agreements, whether written or oral.
(c) Nothing herein shall limit the City's authority to grant or deny any development pemut
applications or requests subsequent to the effective date of this Agreement in
accordance with the criteria and requirements of the City Code. This Agreement shall
not relieve the Developer and the City of the necessity of complying with the law
governing applicable permitting requirements including, but not limited to, site clearing
and grading permits and platting.
{d) This Agreement may be amended or modified only by a written instrument executed
by both the City and the Developer.
(e) This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument. Electronic signatures
(e.g., signatures by Docusign and similar programs) and signatures transmitted by PDF
or other electronic means shall be deemed original signatures.
(f) If any provision of this Agreement is held invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions shall remain in full force and effect.
(g) The failure of either party to enforce any provision of this Agreement shall not be
deemed a waiver of that provision or any other provision.
{h) The City's role as "escrow agent' in holding the Escrow Funds under this Agreement
is strictly administrative, and the City shall not be liable for any loss, claim, or damages
except for its willful misconduct, gross negli mgence or breach of this Agreement.
{i) This Agreement is the result of negotiations between the Parties and shall not be
construed against either party as the drafter. Each party has had the opportunity to
consult with legal counsel of its choice, and both parties have participated equally in
the drafting of this Agreement. No presumption or rule of construction shall arise
against either party based on authorship of any provision.
(j) In the event of any legal action between the Parties arising under this Agreement, each
Party agrees to bear its own attorney fees and costs.
(k) All notices, demands, or communications required or permitted under this Agreement
shall be in writing and delivered personally or by certified mail (return receipt
requested, addressed as follows (or to such other address as either party may designate
in writing),
To Ci
City of Winter Springs
Escrow Agreement
City of Winter Springs and Ttrskawilla Retail Partners II, LLC
Page 3 of 4
d938.2031-4253
Attn: Kevin Sweet, City Manager
1126 East State Road 434
Winter Springs, FL 32708
To Developer:
Tuskawilla Retail Partners H, LLC
880 Glenwood Ave, Suite H
Atlanta, GA 30316
Attn: Mark Mechlowitz
Email: markm(cx;catalystdp.com
Any Party may freely rnodify their respective contact person and address contained in
this Paragraph by providing written notice of the modification to the other party. Any
Notice given as provided herein shall be deemed received as follows: if delivered by
personal service, on the date so delivered; and if mailed, on the third business day after
mailing.
{1} Notwithstanding any other provision set forth in this Agreement, nothing contained
herein shall be construed as a waiver of the City's right to sovereign immunity under
Section 768.28, Florida Statutes, or other limitations imposed on the City's potential
liability under state or federal law. This paragraph shall survive termination of this
Agreement.
(m)Developer shall have the right to assign this Agreement to a successor owner of a
portion of the Project by written notice to the City; provided that such assignee agrees
in writing to assume Developer's obligations under this Agreement.
(n) Neither the City nor any elected official, officer, employee, or agent shall be liable for
any injury to persons or property occasioned by reasons of the act of omissions of the
Developer, its agents, employees, contractors, and subcontractors, in the performance
of this Agreement. The Developer further agrees to protect, defend, indemnify, and hold
harmless the City, its elected officials, officers, employees, and agents from any and all
claims, demands, causes of action, liability, or loss of any sort ("Claims"), because of
or arising out of acts or omissions of the Developer, its agents, employees, contractors,
and subcontractors in the performance of this Agreement, including all claims arisi
rmng
out of, in whole or in part, the performance of the Maintenance Work, except for such
claims arising out of the sole negligence of the City, willful misconduct by the City, or
the City's breach of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES FOLLOW]
Escrow Agreement
City of Winter Springs and Tuskawilla Retail Partners Il, LLC
Page 4 of 4
4938-2031-4253
IN WITNESS WHEREOF, the Patties hereto have executed this Agreement with the
intent to be bound by the terms hereof.
DEVELOPER:
TUSKAWILLA RETAIL PARTNERS II,
LLC, a Florida limited liability company
Name: Marth'lo itz
Title: Vice President
CITY:
CITY OF
Nalme: Kev�weet
Title: City Mangger .
Date: S OV a a 6
ATTEST
Name: Christian Gowan
Title: City Cleyk
Date: 4j n y o z
Escrow Agreement
City of Winter Springs and'Iirskawilla Retail Partners II, LLC
4938-2031-4253
FLORIDA
LEGAL DESCRIPTION OF PROPERTY
Tract RW-15 as designated on that certain plat titled "Blake Commons a Replat of a Portion of Lot
S, Block "A", D.R. Mitchell's Survey of the Levy Grant on Lake Jessup" and recorded in Plat
Book 91, Page 65 with the Seminole County, Florida Clerk of Circuit Court.
Escrow Agreement
City of Winter Springs and Tuskawilta Retail Partners II, LLC
4938.2031-4253
EXHIBIT °pis
DESCRIPTION OF iNFRASTRUCTUIiE
January 22, 2026
N V Project - Sea Ho" Cove Extension
Project No. 23012.20
Prepared by: lames Herbert, E,f.
Bill of Sale Material List
Infastructure being turned over to the City for ownership
and maintenance
Quantity Uolt Current Total
Materials
wAar l6lrj and polated tmprovenlants
Fire Hydrant Awambly (Weiler Super Conturan Fro Hydrenl) 1 EA $4,713
sr x W woe tapping Onva (JCM 432) 1 EA $3,200
• gala valve (Musser T•2351) 5 EA $185
• Cg00 DR 18 662 LF $11,040
1,5'wow s4r0cetubing 49 LF $1,029
r x IV service some 3 EA $2,418
Fittings and Accassoriss 1 LS $9,800
STDTAL $32,385
8811tery Main and Related ImpmWmenta
5" PVC gravity aawar plea 128 LF $13,896
W PVC gravity sewer pipe 404 LF $18,766
Sanitary mantaies wf 24" coven 1 LS $2805"
FMhgs and Accessorise 1 LS $8,506
S UMOTAL S87,754
Htrdacape 6 t eiidticapa In thq pubtle riytof way
Sieawalk in Pubbe Right afFWay 5,393 SF $25,339
Roadway in Public Rightwol-way 16.074 SF $75,942.Ot)
18•Curband Gutter 1,08E LF S431851.00
Decorative street Sign FiuMunWa. Stop Sign 1 EA $4t'005.00
Landscape 1 LS $0.00
ELTI
Escrow Agreement
City of Winter Springs and Tuskawilla Retail Partners II, LLC
4938-2031-4253
BILL OF SALE
NOW ALL MEN BY THESE PRESENTS: That Tuskawiila Retail Partners 11, LLC (hereinafter referred to
as the DEVELOPER), for and in consideration of the sum of Ten and no/100 ($10.00) Dollars and other
good and valuable consideration to it paid by the CITY OF WINTER SPRINGS, SEMINOLE COUNTY,
FLORIDA (hereinafter referred to as the CITY), has granted, bargained, sold, transferred, set over and
delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto the CITY, its
successors and assigns, all those certain goods and chattels described as follows:
• Water Main and related improvements {Valves, Hydrants, etc.) between the point of
connection and the point of service (Meters).
• Public Sidewalks along ail public Right of Ways and Public Sidewalk Easements.
• Signage and Striping in the Right of Way.
• Sanitary Sewer System.
• Stormwater Infrastructure in the public Right of Way.
• Irrigation Main Lines and related appurtenances with in the Right Of Way.
• Roadway infrastructure (Pavement, base, curb, gutter, etc.) for all public roads.
TO HAVE AND TO HOLD the same unto the CITY, its successors and assigns forever.
And the DEVELOPER, for itself and its successors, hereby covenants to and with the CITY, its
successors and assigns, that it is lawful owner of the said goods and chattels, that they are free from all
liens and encumbrances, that it has good right to sell the same as aforesaid, and that it will warrant and
defend the same against the lawful claims and demands of all persons whomsoever,
In
addition, the DEVELOPER hereby warrants said infrastructure to be free from material defects
due to installation and/or materials for a period of twenty-four (24) months from the date of execution of
this document as more particularly set forth in that certain Escrow Agreement by and between the CITY and
DEVJELOPER dated on or about the date hereof.
This Bill of Sale may be executed by in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument. Electronic signatures (e.g., signatures by Docusign and
similar programs) and signatures transmitted by PDF or other electronic means shall be deemed original
signatures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the DEVELOPER has caused its name to be hereunto subscribed this
day of AMR., 2026 (month and year).
DEVELOPER:
TUSKAWIt.LA RETAIL PARTNERS il, LLC
Title: Vice President