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EXHIBIT 10.8.3 SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

Real Estate Development Agreement

EXHIBIT 10.8.3 SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT 

 | Document Parties: GTA-IB, LLC | PARKER POE ADAMS & BERNSTEIN, L.L.P. | GOLF HOST RESORTS, LLC | PARCEL F, LLC,  | GTA IB, LLC | GOLF TRUST OF AMERICA, L.P., You are currently viewing:
This Real Estate Development Agreement involves

GTA-IB, LLC | PARKER POE ADAMS & BERNSTEIN, L.L.P. | GOLF HOST RESORTS, LLC | PARCEL F, LLC, | GTA IB, LLC | GOLF TRUST OF AMERICA, L.P.,

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Title: EXHIBIT 10.8.3 SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT
Date: 8/15/2005

EXHIBIT 10.8.3 SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT 

, Parties: gta-ib  llc , parker poe adams & bernstein  l.l.p. , golf host resorts  llc , parcel f  llc   , gta ib  llc , golf trust of america  l.p.
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Exhibit 10.8.3

Prepared by and Return to:
PARKER POE ADAMS & BERNSTEIN, L.L.P.
200 Meeting Street, Suite 301
Charleston, South Carolina 29401
Attn: Matthew J. Norton, Esq.

SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT

        THIS SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "Second Amendment") is made as of the 10th day of August, 2005, by and among, PARCEL F, LLC , a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser"); GOLF HOST RESORTS, LLC , a Colorado limited liability company, formerly known as Golf Host Resorts, Inc., a Colorado corporation ("Golf Host"); and GTA IB, LLC , a Florida limited liability company; and consented to by GOLF TRUST OF AMERICA, L.P. , a Delaware limited partnership (collectively, "GTA").

        THE PARTIES ENTER THIS SECOND AMENDMENT on the basis of the following facts,

        A.    As of March 29, 2004, Parcel F Purchaser and Golf Host entered into (with the consent of Golf Trust of America, L.P.) the Parcel F Development Agreement recorded in OR Book 13469, Page 480 of the Public Records of Pinellas County, Florida (as amended, the "Development Agreement").

        B.    As of March 11, 2005, Parcel F Purchaser and Golf Host entered into (with the consent of Golf Trust of America, L.P.) the First Amendment to the Parcel F Development Agreement.

        C.    Golf Host was the owner of the real property more particularly described on Exhibit A-1 to the Development Agreement (the "Golf Course Parcel") located within the community commonly known as "Innisbrook" upon which golf courses and other facilities are located (collectively, the "Club Facilities"). Subsequently, Golf Host conveyed all of its right, title, and interest in the Golf Course Parcel to GTA IB, LLC, a subsidiary of Golf Trust of America, L.P., and as a result thereof, GTA IB, LLC is hereby added as a party to the Development Agreement as the Golf Course Owner.

        D.    Golf Host is the owner of the real property more particularly described on Exhibit A-2 to the Development Agreement ("Parcel F") located within Innisbrook and adjacent to holes 8 through 14 of the 18 hole "Island" golf course located within the Golf Course Parcel (the "Island Course").

        E.    Golf Host intends to sell to Parcel F Purchaser, and Parcel F Purchaser intends to purchase from Golf Host, Parcel F pursuant to and in accordance with certain Amended and Restated Agreement For Sale And Purchase of Real Property—Parcel F dated June 29, 2004, which amended and restated that certain Agreement for Purchase and Sale of Real Property dated July 13, 2001 (as amended, "Purchase Agreement").

        F.     Parcel F Purchaser intends to develop Parcel F as a residential community pursuant to the Development Agreement containing common areas and a mixture of product types and not more than 400 residential units, as more particularly described in the Plans (as defined in the Development Agreement) as the Plans may be modified pursuant to the Development Agreement and such Parcel F development shall include without limitation the development of the Parcel F Access Road in accordance with the terms of the Development Agreement (collectively, the "Parcel F Development").

        G.    Subject to the usual and customary noise and other unavoidable impacts directly associated with the development of the Parcel F Development, Parcel F Purchaser has agreed pursuant to the Development Agreement (A) to undertake the Parcel F Development in accordance with the Plans and in such a manner so as to (i) avoid any unnecessary and/or avoidable disruption to the Club Facilities to the fullest extent practicable, (ii) comply with the limitations set forth in the Development Agreement including Exhibit N to the Development Agreement, and (iii) comply with all applicable


 

laws, rules and regulations, and (B) to require purchasers of residential units located on Parcel F to promptly join the Innisbrook Resort and Golf Club.

        H.    Parcel F Purchaser, Golf Host, and GTA now agree to further amend the Development Agreement subject to the terms, provisions, and covenants contained in this Second Amendment.

        NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt of which and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Recitals.     The party making the respective foregoing Recitals represents that the respective Recitals are true and correct. The Recitals are incorporated into this Second Amendment by reference as binding provisions on the parties.

        2.     Definitions.     Certain defined terms used in this Second Amendment are denoted by the capitalizing of the first letter in such term. When used herein, such terms shall have the meaning given to them in the Development Agreement, unless either context or use clearly indicates otherwise or such terms are elsewhere herein defined.

        3.     Section 5.3.     Section 5.3 of the Development Agreement is hereby deleted in its entirety and the following Section 5.3.1 is substituted in lieu thereof:

        5.3.1      Improvements.     Parcel F Owner shall be solely responsible for all fees, costs and expenses of improvements (including, without limitation, securing all permits and other governmental approvals required in connection with the improvements described in this Section 5.3.1, Section 5.3.2, and Section 5.3.3) on (a) the Golf Course Parcel constructed by Golf Course Owner pursuant to this Agreement in accordance with Exhibit Q-1 and Exhibit Q-2 attached hereto, and (b) Parcel F and the Parcel F Access Road Parcel necessary to construct the Parcel F Development, including, without limitation, items which are contained in Exhibit Q-1 and Exhibit Q-2 and the roadway to be constructed upon Parcel F Access Road Parcel in (1) substantial accordance with and as described in the construction plans for the Parcel F Access Road prepared by King Engineering Associates dated July 23, 2001, SP# 1050.071, job number 1218-006-000, a true, correct and complete copy of which Parcel F Owner agrees it has provided to Golf Course Owner and GTA, and (2) accordance with all applicable governmental permits, approvals, laws and ordinances, and all drainage and wetland mitigation required in connection therewith. At anytime after Parcel F Owner's completion of Parcel F Access Road and all infrastructure improvements in connection therewith, upon receiving Golf Course Owner's written request, Parcel F Owner shall promptly execute and deliver a lien free bill of sale to Golf Course Owner, at Parcel F Owner's sole cost and expense, for all such improvements and all such improvements shall belong to and be the sole and exclusive property of Golf Course Owner with no rights vested in any other Person, including, without limitation, Parcel F Owner; provided, however, that Parcel F Owner and Parcel F Unit Owners shall have the right to use such improvements to the extent of the Easements granted to Parcel F Owner and Parcel F Unit Owners by Golf Course Owner under this Agreement or other rights of Parcel F Owner or Parcel F Unit Owners. Parcel F Owner, at its sole cost and expense, agrees that any and all necessary maintenance, repair and all other activities necessary to satisfy and comply with any governmental requirements with respect to Parcel F Access Road shall be the sole responsibility of Parcel F Owner and shall be performed by Parcel F Owner in a professional, high-quality manner and promptly and diligently completed once commenced by Parcel F Owner. If the Plans are modified in any way and the Golf Course Owner reasonably determines that the Golf Course Parcel is adversely impacted by such modification, in addition to those improvements described in Exhibit Q-1 and Exhibit Q-2 , then Parcel F Owner shall either pay for or promptly reimburse Golf Course Owner for the cost of such additional improvements that are necessary, in Golf Course Owner's reasonable opinion, because of such changes. Parcel F Owner agrees that the scheduling of Parcel F Development construction that

2


impacts the Golf Course Parcel improvements shall be reasonably coordinated with the construction of improvements to the Golf Course Parcel made in accordance with Exhibit Q-1 and Exhibit Q-2 , in order to take into account optimum time frames for sodding, reseeding and overseeding of turf and other agronomic issues.

        4.     New Section 5.3.2.     The following new Section 5.3.2 shall be added to the Development Agreement.

        5.3.2      Relocation of Parcel F Access Road.     Subject to the obligations as described in Section 5.3.1, Parcel F Owner may elect, by notifying Golf Course Owner to attempt to shift the location of the Parcel F Access Road approximately 15 to 25 feet further away from hole 18 of the Island Golf Course ("Parcel F Access Road Relocation"); provided, however, that any such election by Parcel F Owner is subject to the prior written approval of Golf Course Owner in its sole discretion. Upon receipt of such election notice, Golf Course Owner shall have thirty (30) days to provide Parcel F Owner with a description of which of the improvements to the Parcel F Access Road Parcel and Golf Course Parcel as described in Exhibit Q-2 , as the same may be amended by Parcel F Owner and Golf Course Owner as a result of the Relocation of Parcel F Access Road, that are contiguous to the 18 th hole of the Island Golf Course will be required along with a cost estimate and cost cap for such improvements. Thereafter, Parcel F Owner shall have thirty (30) days from receipt to notify Golf Course Owner of its election to continue to pursue the Parcel F Access Road Relocation. In the event Parcel F Owner elects to continue to pursue the Parcel F Access Road Relocation, Parcel F Owner shall be required to (a) attempt to obtain, at Parcel F Owner's cost, all governmental permits and approvals necessary in order to construct the Parcel F Access Road in such new location, and (b) pay for the additional cost of construction, if any, of the Parcel F Access Road due to such new location above and beyond the cost of construction in the prior location. If Parcel F Owner makes such election to pursue the Relocation and Golf Course Owner consents to such election, Parcel F Owner agrees (i) to schedule all required activity such that the improvements contemplated in Exhibit Q-1 and any applicable improvements to the Parcel F Access Road Parcel and as described in Exhibit Q-2 that are contiguous to the 18 th hole of the Island


 
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