HomeMy WebLinkAbout2015 04 27 Regular 600 Vistawilla Office Building Phase II Discussion COMMISSION AGENDA
Informational
Consent
ITEM 600 Public Hearings
g
Regular X
April 27, 2015 KS
Regular Meeting City Manager Department
REQUEST:
The City Manager and City Attorney request the City Commission to consider the
completion status of the unconstructed Phase II office building at the Vistawilla Office
Center located along State Road 434, and to consider a proposal from the property owner to
modify the terms and conditions of the Fifth Modification of Developer's Agreement.
SYNOPSIS:
In 2007, the City provided a $200,000 economic development grant to the University of
Central Florida in order to bring the expansion of the UCF business incubator program to
the Vistawilla Office Center located on SR 434 in Winter Springs. In conjunction with that
grant, Vistawilla Office Center, LLC and the City entered into an agreement under which
Vistawilla Office Center, LLC agreed to complete construction of a second, phase II office
building by October 29, 2009. However, during the recent recession, that deadline was
extended by law to October 29, 2011 as a result of an amendment to the Florida Statutes
(Senate Bill 360) which extended all development permit deadlines in order to afford
developer's more time to complete previously permitted projects. Under the agreement,
Vistawilla Office Center, LLC agreed to pay the City up to $200,000 if the Phase II building
was not completed as scheduled. Although the City Commission approved final engineering
for the Phase II office building, the building has not been constructed apparently due to
economic conditions. In accordance with the terms of the agreement, the $200,000 is now
due to be paid to the City from the property owner. On April 13, 2015, the City Manager
received a memorandum from the property owner's attorney requesting that the City
Commission consider an amendment to the payment terms in order to fully settle the
amount owned under the agreement. The City Commission should consider the proposal
and provide direction to the City Manager.
Regular 600 PAGE 1 OF 5-April 27,2015
CONSIDERATIONS:
1. The City Manager and City Attorney request that the City Commission consider a written
proposal submitted by the owner of the Vistawilla Office Center to settle the $200,000
payment that is now owed the City as a result of the property owner's failure to abide by the
development schedule for constructing the second Phase II office building, as required by
the Fifth Modification of Developer's Agreement, dated October 29, 2007 and recorded in
ORB 6858, Page 1286 (November 2, 2007). It is also requested that the City Commission
provide direction regarding the proposal.
2. A brief summary of the history surrounding the terms and conditions of the $200,000
payment is important to put this matter in proper context. In the summer of 2007, the late
Tom Corkery, one of the managers of Vistawilla Office Center, LLC, approached the City
about the possibility of bringing an expansion of the UCF Business Incubator Program to
the Vistawilla Office Center located on State Road 434 in the City of Winter Springs.
3. Ultimately, the City and Seminole County were successful in bringing the business
incubator to the City and the City Commission approved an Economic Development Grant
Agreement with the University of Central Florida, dated November 27, 2007. Seminole
County also provided a grant.
4. Under the Economic Development Grant Agreement, the City agreed to pay $200,000 to
UCF. UCF agreed to locate and operate a business incubator program within the City of
Winter Springs in a minimum of 10,000 square feet of office space at the Vistawilla Office
Center on State Road 434 for a period of least three years.
5. In conjunction with the City's commitment to UCF under the Economic Development
Grant Agreement, Vistawilla Office Center, LLC and the City entered into the Fifth
Modification of Developer's Agreement, dated October 29, 2007. Under the Fifth
Modification, Vistawilla Office Center, LLC agreed to apply for and obtain building
permits for the construction of the Phase II office building within six (6) months of the
effective date of the Fifth Modification. Vistawilla also agreed 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"). The Completion Date was scheduled to be October 29,
2009.
6. On September 7, 2006, Final engineering for the Phase II office building was approved
by the City Commission. However, economic conditions apparently had a negative impact
on the feasibility of constructing the Phase II building. As a result, the construction of the
building was indefinitely delayed until economic conditions improved. Consequently,
Vistawilla Office Center, LLC. failed to complete the construction of the Phase II office
building by the scheduled deadline of October 29, 2009.
7. On December 22, 2009, the engineer of record (David Schmitt Engineering, Inc.) for the
Phase II Building formally requested a two year extension of time under Senate Bill 360,
which went into effect June 1, 2009. In general, SB 360 required, by legislative fiat,
municipalities to extend and renew for two (2) years any previously issued and active
permits or other development order that had an expiration date between September 1, 2008
and January 1, 2012. The law also required that all requests for an extension be submitted
no later than December 31, 2009. Mr. Schmitt's request was timely filed with the City and
therefore, the Completion Date deadline was extended until October 29, 2011 by operation
Regular 600 PAGE 2 OF 5-April 27,2015
of law.
8. Paragraph 2.3 of the Fifth Modification provides that if Vistawilla Office Center, LLC
fails to complete construction and obtain the certificate of occupancy for the Phase II office
building by the Completion Date, Vistawilla Office Center, LLC will pay to the City
$50,000, and $50,000 every year thereafter that the Phase II building has not been
completed, up to a cumulative total of$200,000.
9. No payments have been received by the City to-date. As such, the full $200,000 is now
owed pursuant to the Fifth Modification.
10. In order to determine whether there are other financial encumbrances and mortgages
recorded against the subject property, the City Attorney's Office had a Title Report
prepared regarding the subject property. The Title Report indicates that the subject property
is encumbered by the following mortgages and security agreements as follows:
A. Mortgage and Security Agreement in favor of Florida Capital Bank, N.A., a
national banking association, recorded January 19, 2012 in Official Records
Book 7699, Page 1239.
B. Mortgage and Security Agreement in favor of Florida Capital Bank, N.A., a
national banking association, recorded October 31, 2005 Official Records Book
5973,Page 924; Collateral Assignment of Leases, Rents and Profits recorded
October 31, 2005 Official Records Book 5973, Page 944; modified by
Certificate of Future Advance and Mortgage and Loan Modifications and
Extension Agreements recorded in Official Records Book 6325, Page 1662 and
Official Records Book 6610, Page 1041; Certificate of Future Advance
recorded in Official Records Book 6610, Page 1048; Certificate of Future
Advance and Mortgage and Loan Modification and Extension Agreement
recorded in Official Records Book 6993, Page 789; Mortgage and Loan
Modification and Extension Agreement recorded June 10,2013 in Official
Records Book 7186, Page 369; Mortgage and Loan Modifications and
Extension Agreements recorded June 10,2013 in Official Records Book 7345,
Page 1138 and Official Records Book 7699, Page 1232; Property Added by the
Mortgage and Loan Modification and Extension Agreement recorded June
10,2013 in Official Records Book 8054, Page 1576; and further modified by the
Mortgage and Loan Modification and Extension Agreement recorded December
16,2013 in Official Records Book8180 Page 344.
It appears that the aforesaid mortgages were given as security for two promissory notes: (i)
That certain promissory note, dated January 19, 2012, in favor of Florida Capital Bank,
N.A., in the original amount of $1,133,039.37; and (ii) that certain promissory note, dated
April 24, 2008, in favor of Florida Capital, N.A., in the original principal amount of
$6,840,000.00. The Fifth Modification was recorded on November 2, 2007, which is after
the Mortgage and Security Agreement which was recorded on October 31, 2005.
11. The property owner's intentions for the subject property have now apparently changed.
The property owner has advised the City that they desire a lot spit of the subject property
into two separate lots. One lot would consist of the existing Vistawilla Office Building site
and the other lot would consist of the vacant area located to the east of the building site and
west of the Black Hammock Trail Head. The Phase II office building was intended to be
Regular 600 PAGE 3 OF 5-April 27,2015
constructed upon this vacant area. The property owner has also advised that they desire to
sell the vacant lot to another developer who has interest in developing an adult living
facility if the requisite permits can be obtained. [THE CITY COMMISSION IS NOT
BEING ASKED TO CONSIDER OR APPROVE THE LOT SPLIT OR THE ADULT
LIVING FACILITY PROPOSAL AT THIS TIME].
12. The Fifth Modification encumbers the entire property including the vacant area. In
furtherance of its desire to split the property into two lots and sell the vacant area free and
clear of the obligations set forth in the Fifth Modification (and possibly to refinance the
remaining Vistawilla Office property), the property owner submitted a written proposal with
the intention of modifying the terms and conditions of the Fifth Modification for purposes
of resolving any issues related to the Fifth Modification. The proposal, dated April 13,
2015, is attached to this Agenda Item (Proposal from David McLeod, dated April 13, 2015)
("Proposal').
13. This Agenda Item requests that the City Commission consider the Proposal and provide
direction as to whether the City Commission will agree to any changes to the original terms
and conditions of the Fifth Modification.
FISCAL IMPACT:
If construction of the Phase II office building occurred as originally planned and permitted,
it would have had a positive impact on the City's commercial tax base. That positive tax
impact was intended to off-set the City's economic development grant to the UCF for the
business incubator program. However, it does not appear that the Phase II building will be
constructed.
Vistawilla Office Building, LLC now has a contractual obligation to pay the City up to
$200,000. That obligation encumbers the entire property and is memorialized in the Fifth
Modification of Developer's Agreement which is recorded in Seminole County ORB 6858,
Pgs 1286-1289.
COMMUNICATION EFFORTS:
This Agenda Item has been electronically forwarded to the Mayor and City Commission,
City Manager, City Attorney/Staff, and is available on the City's Website, LaserFiche, and
the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the
respective Meeting Agenda which has also been electronically forwarded to the individuals
noted above, and which is also available on the City's Website, LaserFiche, and the City's
Server; has been sent to applicable City Staff, Media/Press Representatives who have
requested Agendas/Agenda Item information, Homeowner's Associations/Representatives
on file with the City, and all individuals who have requested such information. This
information has also been posted outside City Hall, posted inside City Hall with additional
copies available for the General Public, and posted at five (5) different locations around the
City. Furthermore, this information is also available to any individual requestors. City Staff
is always willing to discuss this Agenda Item or any Agenda Item with any interested
individuals.
A copy of this agenda item was provided to the Vistawilla Office Center, LLC, David
McLeod, prior to the meeting.
Regular 600 PAGE 4 OF 5-April 27,2015
The City Manager and City Attorney recommend that the City Commission consider the
Proposal and provide direction as to whether the City Commission will agree to any
changes to the original terms and conditions of the Fifth Modification.
ATTACHMENTS:
1. Fifth Modification of Developer's Agreement
2. Proposal from David McLeod, dated April 13, 2015.
Regular 600 PAGE 5 OF 5-April 27,2015
Attachment "1"
111111111111111 II 111 II 11111111111111110111111111111 11111 I11111E
MARYANNE MORSE, CLERK OF CIRCUIT COURT
SEMINOLE COUNTY
81( 06858 Pgs 1286 — 12891 (4pgs)
CLERK' S # 2007155599
RECORDED 11/02/2007 01:57:15 PM
RECORDING FEES 35.50
THIS INSTRUMENT WAS PREPARED BY RECORDED BY L McKinley
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 0/9 "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.
CITY e -i' 1 TER SPRINGS
^ c) ��
By:
John F. Bush, M� e yor
ATTEST:r
By: j / /:
Lorenzo-Luaces, City Clerk
"I,, APPROVED AS TO FORM AND LEGALITY
_ 35 ''f For the use and reliance of the City of Winter Springs,
f 6-s,,\ .,.•' •. '• - ' Florida only.
0 ',t- f, /
o CITY SEAID • - Date: �� a}
4: • - By:
,t,'•- it Anthony Garganese, City Attorney for the•
, it/4 c.',,` --- 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 C. , 2007.
(NOTARY SEAL) ji-- %��ublic .�
tj"•v,, Notary Public Stale of Florida My commission expires: � 1•Andrea Lorenzo-Luaces
,
I ` My Commission DD664334 l •
i._-, °r n.' Ex Tres 05/09/2011
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla 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: \ L-e
Signature of Witness Thomas J. C r ery, President
,ScL ir ..Spirt°S
Printed Name of Witness
Date: ia- t " D1
J At 4... . .,1
Si:•a• re.f yf{ r -
-�L,.III.[I A. L, •_ 4 I
Printed Name Mr itne
STATE OF I- t-Orl e
COUNTY OF S0,1.'4177-16 I-e_
The foregoing instrument was acknowledged before me this v�t��y of 0 b 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. - .
II .
(NOTARY SEAL) /*A . . j/tI
(Nota. '.bite r �ture)
. +,r,� rij,., k l_
(Print Name)
KATHRYN L.WHITE Notary Public, State of � AL2.-
u... L) D3SSS 6,I
�.r,'�� �^�^�o��°' Commission No.: �i
;=o Expires 617/2008 (0'1 -7— d
t:A��' Bondedthrut800tau,zsa My Commission Expires:
%.,,,o Florida Notar'Assn..Inc
Fifth Modification to Developer's Agreement
City of Winter Springs and Vistawilla Office Center,Lf.0
-4-
Attachment "2"
TARA L. TEDROW
tara.tedrow@lowndes-law.com
215 North Eola Drive, Orlando, Florida 32801
T: (407) 418-6361 I F 407-843-4444
III MERITAS LAW FIRMS WORLDWIDE
MEMORANDUM
TO: Kevin Smith and Anthony Garganese, Esq.
FROM: David McLeod
Tara L. Tedrow, Esq.
DATE: April 13, 2015
RE: Vistawilla Office Center: Lot Split Application submitted on October 10, 2014
(the "Application") and Resolution of Payments under that certain Developer's
Agreement dated April 13, 1998, in Official Records Book 3424, Page 0611, of
the Public Records of Seminole County, Florida, as amended (the "DA") in
connection with the property located at 1511 E. SR 434, Winter Springs, FL (the
"Property")
I. BACKGROUND
David McLeod, Managing Partner of Vistawilla Office Center, LLC ("Vistawilla"), owns the
above referenced Property which is home to the UCF Business Incubator (the "Incubator"). Located in
one of CNN Money magazine's "Best Places to Live," this mixed-use incubator serves a wide variety of
startup companies in the greater northeast Orlando area.' The Incubator was established in 2008, as a
partnership between the University of Central Florida, City of Winter Springs, Seminole County and the
Florida High Tech Corridor Council.2 The Incubator occupies 10,800 rentable square feet in the
Vistawilla Office Center building (the "Office Center") located on the Property featuring state of the art
Class A office space with flexible leases, conference rooms, a spacious training room, and shared office
equipment, kitchen and reception area.3
When the Incubator was first considered being developed in Winter Springs, the economy was
booming due to major growth in the services sector, including information technology and professional,
scientific and technical services. Under an amendment to the DA in 2007 (the "Fifth Amendment"),
Thomas Corkery, the now deceased former partner of Vistawilla promised payment of $200,000.00 to
the City of Winter Springs (the "City") or construction of a second building on the Property as an
1 University of Central Florida Business Incubation Program (March 2015), https://www.incubator.ucfedu/business-development-locations/10/winter-
springs.
2 Id.
3 Id.
0082037\119619\1811459\2
April 13, 2015
Page 2
incentive for the Incubator to locate in the City. Mr. Corkery's unilateral decision to obligate such
payment was not made with the consent of Mr. McLeod.
Despite the economic downfall associated with the Great Recession in 2007, Vistawilla went
forth with obtaining permits for the construction of the promised second building. However, as the
economy slowed in 2008, market reports indicated that another Class A office space wouldn't be
economically viable in the City. Mr. McLeod took over as Managing Partner in 2008 in an attempt to
rectify the financial problems Vistawilla was facing. Unfortunately, the Great Recession caused several
of Vistawilla's partners to discontinue financial contributions to the company, leaving Mr. McLeod and
one other partner, Mr. Alan Ytterberg, to bear the entirety of costs associated with the Property. Despite
Mr. McLeod's efforts, the market continued to crash, leading to permit expiration dates being extended
by order of the Governor in 2009. However, such building permits for construction of the second
building were never utilized by Vistawilla due to the continuing economic decline.
Per the terms of the Fifth Amendment, Mr. Corkery obligated Vistawilla to pay the City a total
of$200,000.00 by October 2014 (the "Balance"). Though the Balance has not been directly repaid, Mr.
McLeod has personally paid an estimated $779,545.00 toward maintaining the Property to date.
Between Mr. McLeod and his sole remaining business partner, the two have spent an estimated
$1,569,377.00 on the Property. The breakdown of associated costs is attached hereto as Exhibit "A".
Included in the over $1.5 million spent to date by the current Vistawilla owners are the build-out costs to
six of the occupied suites, totaling approximately $230,000.00. Moreover, Mr. McLeod's personal
financial contributions also include $4,985.00 toward the following furniture for tenants of the Office
Center: a conference table, conference room chairs, side office chairs, guest chairs, a secretary chair and
formica table. The personal contributions toward build-out costs and furniture for tenants ensured such
tenants would not only lease space at the Office Center, but would remain tenants and continue to bring
business and tax dollars to the City.
Mr. McLeod's efforts to keep the Office Center economically viable have also entailed the
voluntary reduction of rental amounts for tenants, including the Incubator, as set forth on Exhibit "B".
Such rental reductions under the terms of the respective leases total over $244,000.00, which amount
represents a significant loss in potential rental income to Vistawilla.
In addition to the personal financial costs incurred by Mr. McLeod, the City and County have
received tax and impact fee benefits in the approximate amount of$900,000.00.
Though the second building hasn't been erected, the Incubator is the number one of its kind in
the area and serves as an economic catalyst for driving market growth to the City. Moreover, the
graduates of the Incubator have the potential to bring their companies with high tech jobs to the City and
provide additional tax and impact fee payments to the City. Vistawilla has actively been encouraging
such graduates to stay in the Office Center by providing special rental rates and absorbing much of the
build-out expenses on their behalf.
0082037\119619\1811459\2
April 13, 2015
Page 3
Currently, the Office Center has an occupancy rate of 58% (the highest occupancy to date was
85%, but has declined due to economic downturn). Vistawilla is presently under contract to sell a
portion of the Property to a potential buyer (the "Sale"); however, such Sale is dependent on the
completion of a lot split. The Application for the lot split has been denied pending resolution of the
matters related to the Fifth Amendment. The lot split and subsequent Sale are critical for the Property to
remain economically viable and present the only chance for a second building to the built on the
Property. Without the Sale, the other portion of the Property will remain undeveloped and will provide
no opportunity for generating news jobs and additional tax and impact fee revenue to the City.
II. PROPOSED RESOLUTION
In order to resolve any issues related to the Fifth Amendment, the following are the proposed in
lieu of direct repayment of the total Balance:
A. Payment of the interest owed on the Balance for the period from October 2014 to the
closing date of the Sale of the Property, calculated at the WSJ Prime Rate + 1. If the
Property closes at the anticipated date of August 31, 2015, the amount of interest paid to
the City from the closing proceeds would equal an estimated $7,791.67.
B. Payment of$50,000.00 to the City from the closing proceeds of the Sale.
C. Continuation of efforts to bring in tenants to the Office Center based on the City's
targeted industries, including IT, financial, simulation, medical and other professional
services.
D. Rental reductions under existing tenant leases in the Office Center, as well as a one-year
minimum $2.00 per square foot rental reduction for any new potential tenants.
E. One year extension (to October 2015) on payment by Vistawilla to the City of any
amounts noted in A and B above.
In consideration of(i) the over $1.8 million spent by Vistawilla for build-out, rental reductions,
and furniture, (ii) the additional impact fee and tax base potential stemming from the Sale, (iii) the
payment of interest owed, (iv) the direct payment of$50,000.00 to the City, and (v) the other incentives
provided by Vistawilla for existing and potential tenants, the completion of the conditions in A-E above
shall satisfy the repayment of the Balance.
We appreciate the City's time and consideration in developing a reasonable and fair solution
considering the circumstances surrounding the nearly decade-long development and maintenance of the
Office Center and Property.
TLT/TLT
0082037\119619\1811459\2
April 13, 2015
Page 4
EXHIBIT "A"
PAYMENTS FOR THE PROPERTY
YEAR YTTERBERG MCLEOD
2008 $170,000.00 $134,728.00
2009 $459,832.00 $444,832.00
2010 $0.00 $0.00
2011 $0.00 $0.00
2012 $25,000.00 $25,000.00
2013 $25,000.00 $25,000.00
2014 $90,000.00 $125,000.00
2015 $20,000.00 $20,000.00
Furniture Contributions $0.00 $4,985.00.00
Subtotal $789,832 $779,545
Total: $1,569,377*
*BUILD-OUT COSTS
SUITE COST
1005 $23,203.00
1009 $23,110.00
1017 $15,119.00
3049 $99,469.00
3 017 $27,976.00
3033 $40,992.00
Total: $229,869.00
0082037\119619\1811459\2
April 13, 2015
Page 5
EXHIBIT `B"
RENTAL REDUCTIONS
SUITE RENTABLE REDUCTION PER TOTAL TOTAL
SQUARE SQUARE FOOT ANNUAL REDUCTION
FOOTAGE REDUCTION OVER TERM
OF LEASE
1005 2702 $3.00 $8,106.00 $40,530.00
1009 2256 $2.50 $5,640.00 $39,480.00
3049 1879 $2.00 $3,758.00 $18,790.00
3033 2486 $2.00 $4,972.00 $24,860.00
3009-3017 6911 $3.50 $24,188.50 $120,942.50
Total $46,664.50 $244,602.50
0082037\119619\1811459\2