Item #05 Approval of First Amendment to Development and Economic Incentive Agreement for City Center West Orange – Phase 1 \ail
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AGENDA ITEM COVER SHEET
Meeting Date: December 6, 2016
Item # .S
I) Reviewed By:
Contact Name: Michael Rumer, City Planner Department Director: 7,s/il,4I
Contact Number: (407) 905-3100 x1018 City Manager:
Subject: First Amendment to Development and Economic Incentive A•reement
City Center West Orange
Commission District# 3— Richard Firstner
Background Summary:
On September 6, 2016, the City Commission approved and executed a Development and Economic
Incentive agreement for City Center West Orange Phase 1, by and between CCWO Development
Management, LLC, WSCC Development, LLC, MB II, the City of Ocoee, and the Ocoee CRA, for the
development of City Center West Orange.
Subsequent to the execution of the Original Agreement which was on October 3, 2016, on October 13,
2016, CBPW acquired the property fee simple from WSCC Development, LLC by a Special Warranty
Deed. By its acquisition of the above referenced parcels, CBPW must undertake all obligations inuring
to WSCC Development, LLC and CCWO Development Management, LLC under the Original
Agreement and by this Amendment.
Additionally, Section 4 of the amendment is amending the agreement to include a provision allowing
the economic incentives to be used by the City Center West Orange project on all properties
associated with the City Center West Orange development within the Target Area 2.
Issue:
Should the Honorable Mayor and City Commissioners approve a First Amendment to Development
and Economic Incentive Agreement, changing the owner from CCWO Development Management,
LLC, and WSCC Development, LLC to CBPW Corporation, LLC and approve the addition of language
to Section 4 of the First Amendment to the Development and Economic Incentive Agreement?
Recommendations:
Staff respectfully recommends that the Honorable Mayor and City Commissioners approve the First
Amendment to Development and Economic Incentive Agreement for City Center West Orange.
Attachments:
First Amendment to Development and Economic Incentive Agreement
Financial Impact:
N/A
Type of Item: (please mark with an °x')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading X Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion 8 Direction
Original Document/Contract Attached for Execution by City Clerk •
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Dana Crosby-Collier N/A
Reviewed by Finance Dept. N/A
Reviewed by 0 N/A
HIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
PREPARED BY:
Scott A.Cookson,Esq.
SHIIFFtELD,LOWMAN&WILSON.P.A.
1000 Legion Place,Suite 1700
Orlando,FL 32801
(407)581-9800
RETURN TO:
City Clerk
CITY OF OCOEE For Recording Purposes Only
150 N.Lakeshore Drive
Ocoee,FL 34761
1407)656-2322
FIRST AMENDMENT TO DEVELOPMENT AND
ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase 1)
THIS FIRST AMENDMENT TO DEVELOPMENT AND ECONOMIC
INCENTIVE AGREEMENT (this"Amendment") is made and entered into as of the day of
December, 2016 by and among CBPW CORPORATION,a Nevada corporation, whose mailing
address is 12724 Waterford Pointe Boulevard, Windermere, FL 34786 ("CBPW") and MAINE
BOULEVARD II, LLC, a Florida limited liability company, whose mailing address is 7380
West Sand Lake Road, Suite 395, Orlando, FL 32819 ("MB II") (CBPW, and MB II hereinafter
referred to collectively as the "Owner") and the CITY OF OCOEE, a Florida municipal
corporation, whose mailing address is 150 North Lakeshore Drive, Ocoee, Florida 34761,
Attention: City Manager (hereinafter referred to as the "City") and the CITY OF OCOEE,
FLORIDA COMMUNITY REDEVELOPMENT AGENCY, an entity created pursuant to
Part III of Chapter 163, Florida Statutes (the"CRA").
WITNESSETH:
WHEREAS, on October 3, 2016, a fully executed Development and Economic Incentive
Agreement for City Center West Orange Phase 1, by and between CCWO Development
Management, LLC, WSCC Development, LLC, MB II, the City, and the CRA (the "Original
Agreement"), for the development of the Property described in Exhibit"A,"attached hereto, was
recorded at document #20160517902, public records of Orange County, Florida; and
WHEREAS, subsequent to the execution of the Original Agreement, on October 13,
2016, CBPW acquired parcels 20-22-28-0000-00-021 and 20-22-28-0000-00-015 of the Property
in fee simple from WSCC Development, LLC by a Special Warranty Deed recorded at document
#20160538981, public records of Orange County, Florida; and
WHEREAS, the Original Agreement provided that the Property would be developed
consistent with the Final Site Plan, as approved by the Ocoee City Commission on September 6,
2016, with such additional revisions to such plans, if any, as may be reflected in the minutes of
said City Commission meeting(the"Final Plans"); and
WHEREAS, Section 31 of the Original Agreement provides that the terms of the
agreement shall run with the Property and will inure to and be for the benefit of the parties and
their respective successors and assigns and to any person, firm, corporation, or entity who may
become the successor in interest to the Property or any portion thereof; and
WHEREAS, by its acquisition of the above-referenced parcels, CBPW must undertake
all obligations inuring to WSCC Development, LLC, and CCWO Development Management,
LLC under the Original Agreement and by this Amendment agrees thereto.
NOW, THEREFORE, in consideration of the premises and other good and valuable
considerations exchanged between the parties hereto, the receipt and sufficiency of which is
hereby acknowledged,the parties hereto agree as follows:
Section 1. Recitals; Definitions. The above recitals are true and correct and
incorporated herein by this reference. All capitalized terms not otherwise defined herein shall be
as defined or described on the Final Plans,unless otherwise indicated.
Section 2. Developer Change. The parties acknowledge that CBPW is the
henceforth the intended developer of the Property. The second recital on page 1 of the Original
Agreement is stricken.
Section 3. Development Approvals. Nothing herein will be construed to grant or
waive on behalf of the City any development approvals that may be required in connection with
the Final Plan or the Owner's development of the Property. Notwithstanding this Amendment,
the Owner must comply with all applicable procedures and standards relating to the development
of the Property.
Section 4. Transportation Impact Fee Credits. Section 10 of the Original
Agreement is hereby revised to read as follows:
In the event the construction of Richmond Avenue, Maine Street Section 1, Ocoee Town
Center Boulevard/Street B, Street C, Street A, Lake Bennett Drive Extension, Maine
Street Section 2 and Maine Street Retention Pond (all as defined below) commences by
January 1, 2017 and are completed and accepted by the City as public roads prior to
August 31. 2017 and provided that the Owner is not then in default under any of the
obligations contained in this Agreement, Owner shall be entitled to transportation impact
• fee credits in the total amount of $1,978,702.00 (the "Transportation Impact Fee
Credits"). The amount of the Transportation Impact Fee Credits is fixed and is not based
on the actual construction costs incurred relating to the construction of such
improvements. The Transportation Impact Fee Credits may only be applied toward
transportation impact fees that are due and payable in connection with improvements
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)
constructed on the Property and any parcel within the Target Area 2 boundary. Except as
specifically set forth in this Section 10 and Section 11 below, no additional impact fee
credits will be available for the construction of any improvements on the Property.
Section 5. Notice. Section 30 of the Original Agreement is hereby revised to read as
follows:
OWNER: CBPW Corporation, LLC
Attention: David Townsend
12724 Waterford Pointe Blvd.
Windermere, FL 34786
Maine Boulevard II, L.L.C.
Attention: David Townsend
7380 West Sand Lake Road
Suite 395
Orlando, FI. 32819
CITY: City of Ocoee
Attention: City Manager
150 North Lakeshore Drive
Ocoee, Florida 34761
With a copy to: Shuffield, Lowman& Wilson, P.A.
Attention: Scott A. Cookson, City Attorney
1000 Legion Place, Suite 1700
Orlando, Florida 32801
Section 6. Ratification of Prior Agreements. Except as amended hereby, the
Original Agreement remains unchanged and in full force and effect, and each of the parties
hereto hereby ratifies and confirms the terms and conditions of the Original Agreement. All
references herein to the Original Agreement shall refer to the Development and Economic
Incentive Agreement for City Center West Orange Phase 1, as amended by this First Amendment
unless the text or context indicates otherwise. In the event of any conflict between the Original
Agreement and this Amendment it is agreed that this Amendment shall control.
Section 7. Covenant Running with the Land. This Amendment shall run with the
Property and inure to and be for the benefit of the parties hereto and their respective successors
and assigns and any person, firm, corporation, or entity who may become the successor in interest
to the Property or any portion thereof.
Section 6. Recordation of Amendment. The parties hereto agree that an executed
original of this Amendment shall be recorded by the City, at the Owner's expense, in the Public
Records of Orange County, Florida.
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)
Section 7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
Section 8. Effective Date. The Effective Date of this Amendment shall be the day
this Agreement is last executed by a party hereto and such date shall be inserted on Page 1 of this
Amendment.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
((ity Center West Orange Phase I)
IN WITNESS WHEREOF, the Owner and the City have caused this instrument to be
executed by their duly authorized elected officials, partners, and/or officers as of the day and year
first above written.
Signed, sealed and delivered OWNER:
in the presence of:
CBPW CORPORATION,LLC, a Nevada
Corporation
By:
Print Name:
Title:
Print Name
Print Name
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
State and County aforesaid to take acknowledgments, personally appeared , as
of CBPW CORPORATION, LLC, a Nevada corporation, who [ 1 is personally
known to me or [ 1 produced as identification, and that
he/she acknowledged executing the same on behalf of said Company in the presence of two
subscribing witnesses, freely and voluntarily, for the uses and purposes therein expressed.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2016.
Signature of Notary
Name of Notary (Typed, Printed or Stamped)
Commission Number(if not legible on seal)'.
My Commission Expires(ifnot legible on seal-
First Amendment
DEVELOPMENT AND ECONOMIC INCENI IVL AGREEMENT
(Cib.Center West Orange Phase I)
Signed, sealed and delivered OWNER:
in the presence of:
MAINE BOULEVARD Il, L.L.C., a Florida
limited liability company
By:
Print Name:
Title:
Print Name
Print Name
STATE OF
COUNTY OF
1 HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
State and County aforesaid to take acknowledgments, personally appeared , as
of MAINE BOULEVARD 11, L.L.C., a Florida limited liability company, who
[ is personally known to me or [ 1 produced as
identification, and that he/she acknowledged executing the same on behalf of said Company in
the presence of two subscribing witnesses, freely and voluntarily, for the uses and purposes
therein expressed.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2016.
Signature of Notary
Name of Notary(Typed, Printed or Stamped)
Commission Number(If not on seal)
My Commission Expires(if not legible on seal_
First Amendment
DE VELOPMENI AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)
Signed, sealed and delivered CITY:
in the presence of:
CITY OF OCOEE,FLORIDA
By:
Print Name: Rusty Johnson, Mayor
Attest:
Melanie Sibbitt, City Clerk
Print Name
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD ON
Approved as to form and legality this 201_
day of ,201_. UNDER AGENDA ITEM NO.
SHUFFIELD,LOWMAN & WILSON, P.A.
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
State and County aforesaid to take acknowledgments, personally appeared RUSTY JOHNSON
and MELANIE SIBBITT, personally known to me to be the Mayor and City Clerk,
respectively, of the CITY OF OCOEE, FLORIDA and that they severally acknowledged
executing the same in the presence of two subscribing witnesses, freely and voluntarily under
authority duly vested in them by said municipality.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 201 .
Signature of Notary
Name of Notary (Typed, Printed or Stamped)
Commission Number(ifnol legible on seal)
My Commission Expires Of not legible on seal_
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)
Signed, sealed and delivered CRA:
in the presence of:
CITY OF OCOEE,FLORIDA
COMMUNITY REDEVELOPMENT
AGENCY
By:
Print Name: Print Name:
Title:
Print Name
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
State and County aforesaid to take acknowledgments, personally appeared
, personally known to me to be the , of the CITY OF
OCOEE, FLORIDA COMMUNITY REDEVELOPMENT AGENCY and that he/she
acknowledged executing the same in the presence of two subscribing witnesses, freely and
voluntarily under authority duly vested in them by said agency.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 201 .
Signature of Notary
Name of Notary(Typed, Printed or Stamped)
Commission Number(rant legible on seal)
My Commission Expires(n en legible on seal):
first Amendment
DEVELOPMENT AND ECONOMIC INCEN FIVE AGREEMENT
(City Center West Orange Phase I)
EXHIBIT "A"
Property
NORTHWEST PARCEL 20-22-28-0000-00-015:
THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20,
TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, NORTH AND
EAST OF HIGHWAY.
LESS AND EXCEPT (1):
BEGIN AT THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF
THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST,
ORANGE COUNTY, FLORIDA, RUN SOUTH 182.91 FEET, EAST 219.20 FEET, NORTH
182.91 FEET, WEST 219.20 FEET TO THE POINT OF BEGINNING.
ALSO, LESS AND EXCEPT (2):
FROM THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE
SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE
COUNTY, FLORIDA, RUN EASTERLY ALONG THE NORTH LINE OF SAID SOUTH 1/2 OF
THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 219.20 FEET TO THE POINT OF
BEGINNING, THENCE SOUTHERLY 182.91 FEET; THENCE WESTERLY 219.20 FEET TO
THE EASTERLY RIGHT OF WAY LINE OF CLARCONA-OCOEE ROAD; THENCE
SOUTHEASTERLY ALONG SAID RIGHT-OF-WAY LINE TO ITS TRANSITION WITH THE
NORTHEASTERLY LINE OF AN EXISTING BRICK ROAD; THENCE SOUTHEASTERLY
ALONG SAID BRICK ROAD 250.00 FEET; THENCE NORTHERLY TO A POINT 282.91 FEET
SOUTHERLY OF THE NORTH LINE OF THE SOUTH 1/2 OF THE NORTHWEST 1/4 OF
SOUTHWEST 1/4 OF SAID SECTION 20; THENCE SOUTHEASTERLY TO A POINT 430.00
FEET SOUTHERLY AND 650.00 FEET EASTERLY OF THE NORTHWEST CORNER OF
SAID SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4; THENCE
NORTHERLY 430.00 FEET TO THE NORTH LINE OF SAID SOUTH 1/2 OF THE
NORTHWEST 1/4 OF THE SOUTHWEST 1/4; THENCE WESTERLY ALONG SAID LINE
430.8 FEET TO A POINT OF BEGINNING.
ALSO, LESS AND EXCEPT (3): THAT PART OF THE SOUTH 1/2 OF THE NORTHWEST 1/4
OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST,
ORANGE COUNTY, FLORIDA, LYING EAST OF CLARCONA-OCOEE ROAD AND SOUTH
OF MAINE STREET.
ALSO, LESS AND EXCEPT (4):
THAT PORTION OF THE SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH,
RANGE 28 EAST, ORANGE COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE
SOUTHWEST 1/4 OF SAID SECTION 20; THENCE RUN SOUTH 88°22'32" EAST ALONG
THE NORTH LINE OF THE SOUTHWEST 1/4 OF SECTION 20, 1,328.65 FEET TO THE
WEST RIGHT-OF-WAY LINE OF RICHMOND AVENUE (A 30 FOOT RIGHT-OF-WAY);
THENCE RUN SOUTH 00°07'51" WEST ALONG SAID WEST LINE 1,066.19 FEET TO THE
PROPOSED NORTH RIGHT-OF-WAY LINE OF MAINE STREET FOR THE POINT OF
BEGINNING; THENCE RUN SOUTH 64°52'50" WEST ALONG SAID PROPOSED RIGHT-OF-
WAY LINE 60.00 FEET; THENCE RUN NORTH 25°07'10" WEST 60.00 FEET; THENCE RUN
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
Kits Center West Orange Phase I)
NORTH 64°52'50" EAST 60.00 FEET; THENCE RUN SOUTH 25°07'10" EAST 60.00 FEET TO
THE POINT OF BEGINNING.
SOUTHEAST PARCEL 20-22-28-0000-00-021:
THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20,
TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, LESS AND
EXCEPT THE SOUTH 1.96 CHAINS. ALSO, LESS AND EXCEPT THE NORTH 311.25 FEET
OF THE EAST 140 FEET OF THE NORTH 1/2 OF THE SOUTHEAST 1/4 OF THE
SOUTHWEST 1/4 OF SECTION 20, TOWNSHIP 22 SOUTH, RANGE 28 EAST.
TOGETHER WITH THE EAST 1/2 OF VACATED RICHMOND AVENUE, LYING WESTERLY
AND CONTIGUOUS TO SUBJECT PROPERTY, BY VIRTUE OF RESOLUTION NO. 99-08
RECORDED FEBRUARY 23, 1999 IN OFFICIAL RECORDS BOOK 5689, PAGE 830, PUBLIC
RECORDS OF ORANGE COUNTY, FLORIDA.
NORTHEAST PARCELS 17-22-28-6144-06-250 & 17-22-28-6144-06-260:
ALL OF LOTS 22, 23, 24, 25, 26, 27 AND 28, BLOCK 6, MAP OF OCOEE, SECTION 20,
TOWNSHIP 22 SOUTH, RANGE 28 EAST, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK A, PAGES 100 AND 101, PUBLIC RECORDS OF ORANGE
COUNTY, FLORIDA.
LESS THOSE PORTIONS OF LOTS 22, 23 AND 24 SITUATED NORTH OF A LINE
GENERALLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE WEST LINE OF LOT 24 LOCATED 348 FEET EAST
AND 390 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTHEAST 1/4 OF SAID
SECTION 20; THENCE GO SOUTHEASTERLY 170 FEET; THENCE EAST 220 FEET AND
CROSSING THE EAST LINE OF SAID LOT 24 AT A POINT 180 FEET NORTH OF GEORGIA
STREET; THENCE SOUTHEASTERLY 265 FEET TO A POINT ON THE EAST LINE OF LOT
23 AND SITUATED 100 FEET NORTH OF GEORGIA STREET; THENCE SOUTHEASTERLY
225 FEET TO A POINT ON THE SOUTH LINE OF LOT 22 SITUATED 120 FEET WEST OF
THE NORTHWEST CORNER OF GEORGIA STREET AND CALIFORNIA AVENUE; THENCE
EASTERLY ALONG THE SOUTH LINE OF SAID LOT 22 TO THE SOUTHEASTERLY
CORNER OF SAID LOT 22.
ALSO LESS THAT PART OF SAID LOTS 22, 23 AND 24 LYING NORTH OF BRANCH.
TOGETHER WITH THE WEST 1/2 OF CALIFORNIA AVENUE LYING EAST OF AND
ADJACENT TO LOT 28, BLOCK 6, TOWN OF OCOEE, PLAT BOOK "A", PAGES 100 AND
101, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA AND EAST OF GEORGIA
STREET, AS VACATED PER OFFICIAL RECORDS BOOK 6936, PAGE 2686, PUBLIC
RECORDS OF ORANGE COUNTY, FLORIDA.
ALSO TOGETHER WITH THE NORTH 1/2 OF MAIN STREET LYING SOUTH OF AND
ADJACENT TO LOTS 27 AND 28, BLOCK 6, TOWN OF OCOEE, PLAT BOOK "A", PAGES
100 AND 101, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, AS VACATED PER
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)
OFFICIAL RECORDS BOOK 4926, PAGE 3959, PUBLIC RECORDS OF ORANGE COUNTY,
FLORIDA.
First Amendment
DEVELOPMENT AND ECONOMIC INCENTIVE AGREEMENT
(City Center West Orange Phase I)