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Item 13 Sale of Property Located in Northeast Quadrant of Clarke Road and AD Mims Road to Meritage Homes of Florida
florida AGENDA ITEM COVER SHEET Meeting Date: March 5, 2019 Item # 13 Reviewed By: Contact Name: Craig Shadrix, Assistant Department Director: City Manager Contact Number: 1081 City Manager: Subject: Sale of Property located in northeast quadrant of Clarke Road and AD Mims Road to Meritage Homes of Florida Background Summary: The City acquired 12 acres of land (Parcel No. 09- 22-28-0000-00-05) from the Silvestri Investment Group of Florida, Inc. on December 29, 2006, at a cost of$3.5 million for the purpose of constructing a new Police Department headquarters building. The City subsequently relocated the Police Department to another facility, with the result that the former Silvestri property remains undeveloped. The subject property is bordered on the south by railroad right of way, which is adjacent to AD Mims Road, to the north and east by the Prairie Lake Reserve Subdivision, and on the west by Clarke Road. A portion of the eastern boundary is property dedicated to the public use and owned by the City for future road construction. The outstanding amount of the bond used to finance the purchase is approximately $2.6 million. The City has had this land under contract to sell previously. First, in 2015 to Charter Schools Development Group, LLC for development of a Charter School and more recently to Beazer Homes for a residential development (the Beazer purchase was for 8.5 acres of the total 12 acres of land). In both instances, the Buyer elected to terminate the contract prior to expiration of their inspection periods. The City obtained an appraisal for the Property prepared by DeRango, Best & Associates dated April 17, 2018 (attached). The appraisal valued the 8.5 acre portion of the land at $1,105,000. On November 20, 2018, the City authorized City Staff to proceed with negotiations for the sale of the 8.5 acre portion of the land to Meritage Homes of Florida, Inc., after receiving an unsolicited offer from Meritage to purchase such land. City Staff and Meritage have now completed the negotiations and have agreed on the terms of such sale. Meritage Homes of Florida, Inc., wishes to purchase the 8.5 acres for the purpose of developing a residential subdivision containing approximately sixty-four (64) townhomes. The Property is located within the northeast quadrant of Clarke Road and AD Mims Road (Property). The Property does not include the approximately 3.5 acres at the immediate Clarke Road and AD Mims Road corner; this land is intended to be retained by the City and eventually developed for a commercial use. The proposed Purchase and Sale Agreement is attached. Pursuant to Section C-8(B)(1) of the City Charter, the City Commission must approve the sale at an advertised public hearing. The Purchase and Sale Agreement does not become effective until approved by the City Commission and executed by the Mayor. A summary of the Agreement is as follows: Buyer: Meritage Homes of Florida, Inc. Purchase Price: $1,100,000.00 Deposit: $5,000.00 refundable Initial Deposit. In addition, Buyer will deposit an additional $5,000 Contract Fee which is non-refundable to Buyer unless the Agreement terminates due to default by the City. The non-refundable $5,000 Contract Fee serves to reimburse the City for the costs of the appraisal in the event Buyer terminates the contract prior to expiration of the Inspection Period. $45,000.00 Second Deposit, paid within 5 business days after the expiration of the Inspection Period. $50,000 Third Deposit, paid within 5 business days after the City has approved the zoning for the Property. With limited exceptions, the entire $100,000 Deposit becomes non-refundable to Buyer once zoning of the Property is approved. Inspection Period: Ninety (90) days from the Effective Date (the date the City Commission approves the Agreement). Closing: Fifteen (15) days after Buyer's receipt of approval of the Final Subdivision Plan and all other permits and approvals necessary for the development. Notwithstanding the foregoing, the outside date for Closing is twelve (12) months after the expiration of the Inspection Period. However, the Buyer has the right to extend the outside date by up to six (6) one month extensions with the payment of$10,000 for each extension. With limited exceptions, the extension payments are non- refundable to Buyer and not applicable to the Purchase Price. Closing Costs: Seller pays title search fee, title insurance premium, and cost of curing any title defects. Buyer pays for recording of the Deed, documentary stamp or transfer taxes, title insurance premium for any loan title policy and the cost of Survey. Issue: Should the City Commission approve the sale of the Property to Meritage Homes of Florida, Inc., and cause the Purchase and Sale Agreement to be executed and become effective? Recommendations: City Staff recommends that the City Commission approve the sale of the Property to Meritage Homes of Florida, Inc., and authorize the execution of the Purchase and Sale Agreement. Attachments: Purchase and Sale Agreement Appraisal 2 Financial Impact: The City's proceeds from the sale of the Property will go to reduce the bond debt used to acquire the Property. Type of Item: (please mark with an 3c') X Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading X Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction X Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Scott A. Cookson, Esq. N/A Reviewed by Finance Dept. N/A Reviewed by N/A 3 PURCHASE AND SALE AGREEMENT AND JOINT INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT INSTRUCTIONS (this "Agreement") is made and entered into as of , 2019 (the "Agreement Date"), by and between the CITY OF OCOEE, FLORIDA, a Florida municipal corporation in its capacity as the owner of the Property (as defined below) and the Seller under this Agreement and not in its capacity as a governmental entity with jurisdiction over the Property ("Seller"), and MERITAGE HOMES OF FLORIDA, INC., a Florida corporation ("Buyer"), for the purpose of setting forth the agreement of the parties and to provide instructions to SHUFFIELD, LOWMAN & WILSON, P.A., in its capacity as Escrow Agent ("Escrow Agent") and in its capacity as Closing Agent ("Closing Agent"), with respect to the transaction contemplated by this Agreement. RECITALS A. Seller owns an undivided fee simple interest in approximately 8.5 acres of land located in the City of Ocoee (the "City"), Orange County (the "County"), Florida, as more particularly described on Exhibit "A" attached hereto (the "Land Parcel"). The Land Parcel, together with the "Improvements," the balance of the "Real Property," and the "Intangible Property" (each as hereinafter defined), are sometimes collectively referred to in this Agreement as the"Property". B. Seller desires to sell, transfer, and convey the Property to Buyer, and Buyer desires to purchase and acquire the Property from Seller, upon and subject to the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree, and instruct Escrow Agent and Closing Agent, as follows: 1. PURCHASE AND SALE. Subject to and upon all of the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, a good and marketable fee simple interest in the Property. 2. PURCHASE PRICE. The purchase price of the Property (the "Purchase Price") shall be One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00), which shall be payable as follows: 2.1. Contract Fee. Within five (5) "Business Days" (as hereinafter defined) following the "Escrow Date" (as hereinafter defined), Buyer shall pay to Seller the sum of Five Thousand and No/100 Dollars ($5,000.00) (the "Contract Fee"). The purpose of the Contract Fee is to pay to Seller for costs incurred by Seller in connection with entering into of this Agreement, including appraisal fees and legal fees. The Contract Fee shall be non-refundable Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 1 to Buyer except in the event this Agreement is terminated due to a default by Seller or due to a "City Imposition Condition" (as defined herein). However, at the Closing, the Contract Fee shall be credited against the Purchase Price. 2.2. Deposit. In addition to the Contract Fee paid to Seller as provided in Section 2.1 above, within five (5) Business Days following the Escrow Date, Buyer shall deposit into "Escrow" (as hereinafter defined) the sum of Five Thousand and No/100 Dollars ($5,000.00) (the "Initial Deposit"). Unless this Agreement has been terminated in accordance with its terms, then within five (5) Business Days following the "Due Diligence Termination Date" (as hereinafter defined), Buyer shall deposit into Escrow an additional sum of Forty-Five Thousand and No/100 Dollars ($45,000.00) (the "Second Deposit"). Unless this Agreement has been terminated in accordance with its terms, then within five (5) Business Days following the City's final approval of the "Rezoning" (as hereinafter defined), Buyer shall deposit into Escrow an additional sum of Fifty Thousand and No/100 Dollars ($50,000.00) (the "Third Deposit"). As used in this Agreement, the term "Deposit" means so much of the Initial Deposit, the Second Deposit and the Third Deposit as has theretofore been deposited into Escrow. Until disbursed in accordance with the terms of this Agreement, Escrow Agent shall hold the Deposit in one or more federally insured, interest or noninterest bearing accounts as Buyer may instruct from time to time. All interest earned on the Deposit shall be and remain the property of Buyer, and shall be disbursed from time to time by Escrow Agent to Buyer as and when requested by Buyer, which obligation shall survive the "Closing" (as hereinafter defined) or any termination of this Agreement. At the Closing, the Deposit shall be delivered to the Closing Agent and credited against the Purchase Price. 2.3. Balance. At the Closing, Buyer shall deliver to Closing Agent the balance of the Purchase Price over and above the Contract Fee and the Deposit, by wire transfer or other delivery of immediately available federal funds, net of all prorations and adjustments as provided in this Agreement. 3. ESCROW AGENT/CLOSING AGENT. 3.1. Escrow Date. Buyer and Seller shall cause an escrow ("Escrow") to be established with Escrow Agent by delivery to Escrow Agent of a counterpart of this Agreement executed by each of Buyer and Seller (in accordance with and subject to Section 14.15 below) at the same time that such party delivers a copy thereof to the other party. Upon receipt of an executed counterpart of this Agreement from each of Buyer and Seller, Escrow Agent shall promptly execute a counterpart of the acceptance of this Agreement in the space provided following the signature blocks of Seller and Buyer, in its capacity as Escrow Agent and in its capacity as Closing Agent, and deliver a copy thereof to each of Seller and Buyer. As used herein, the term "Escrow Date" means the day on which Escrow Agent delivers a fully executed copy of the Agreement to each of Seller and Buyer as provided in the immediately preceding sentence. 3.2. Instructions. This Agreement shall constitute instructions to Escrow Agent and Closing Agent as well as the agreement of the parties. If any other printed instructions are requested of the parties by Escrow Agent and/or Closing Agent and the terms thereof conflict or are inconsistent with any provision of this Agreement or any deed, instrument, or document Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 2 executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement, or such deed, instrument, or document shall control. Without limiting the foregoing, no provision in any printed form instructions shall excuse any performance by either party at the times provided in this Agreement, provide either party hereto with any grace period not provided in this Agreement, indemnify or excuse Escrow Agent or Closing Agent for its negligence or willful failure to perform its duties, or give Escrow Agent, Closing Agent, and/or any broker or other third party any rights in the Deposit, and any such provision shall be deemed void and of no effect. Escrow Agent is hereby appointed and designated to act as Escrow Agent, and Closing Agent is hereby appointed and designated to act as Closing Agent, and each is instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited with Escrow Agent and/or Closing Agent, as applicable, as herein provided. Seller and Buyer agree that the status of the legal counsel identified above as Escrow Agent and/or Closing Agent under this Agreement does not disqualify such counsel from representing Seller, as and to the extent that Seller may so elect, in connection with this Agreement and/or the transaction described herein and/or any dispute that may arise between Seller and Buyer concerning this Agreement and/or the transaction described herein, including, without limitation, any dispute or controversy with respect to the Contract Fee, the Deposit or Extension Fees or any portion thereof, and the parties hereby waive and shall not assert that there exists any conflict of interest arising out of such representation if Seller so elects to retain such representation. 3.3. Termination. Upon any termination of this Agreement by either of the parties hereto as expressly allowed under this Agreement (including, without limitation, any deemed termination): (a) Buyer will return the "Property Materials" (as hereinafter defined) to Seller; (b) the Deposit shall be delivered to the party that this Agreement specifies is entitled thereto; (c) all other documents, instruments, and funds delivered to Escrow Agent and/or Closing Agent shall be returned to the party that delivered the same thereto; and (d) the parties shall thereafter be relieved from further liability hereunder, except with respect to any obligations under this Agreement that are expressly stated to survive any termination of this Agreement. A copy of any notice of termination allowed under this Agreement and sent to a party shall also be sent to Escrow Agent and Closing Agent by the party electing to terminate. 3.4. Closing Protection Letter. If Closing Agent acts as an agent for an underwriter and does not directly issue policies of title insurance, then Closing Agent agrees that as a condition to acting in such capacity for this transaction, it shall, concurrently with its acceptance of this Agreement, cause its underwriter to issue to Buyer an escrow and closing protection letter or insured escrow and closing service in written form satisfactory to Buyer. 4. ACTIONS PENDING CLOSING. 4.1. Due Diligence. 4.1.1. Property Materials. 4.1.1.1. On or before the second (2nd) Business Day after Seller executes this Agreement (the "Document Delivery Date"), Seller shall, at Seller's sole cost and expense, provide to Buyer true, correct, and complete copies (digitally if available) of all of Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 3 the following documents (collectively, the "Property Materials"), and/or written notice as to the non-existence of any such Property Materials, as applicable: (a) Any title insurance policy or similar instrument obtained by Seller when it acquired any of the Real Property; (b) Any surveys for any portion of the Real Property to the extent within Seller's possession or control; (c) Any existing environmental reports for any of the Real Property to the extent within Seller's possession or control; (d) All leases, occupancy agreements, operating agreements, and licenses that affect any of the Real Property; (e) All archaeological, biological (including, without limitation, threatened / endangered species), soil, geological, grading, drainage, and hydrology reports, surveys, or assessments (including, without limitation, any approved master drainage report and approved grading, drainage, and utilities plans) and any other engineering reports for any of the Real Property to the extent within Seller's possession or control; and (f) Any other third-party reports, contracts, and agreements of any kind in Seller's possession or control pertaining to any of the Property. 4.1.1.2. To the extent any of the items described in Section 4.1.1.1 were obtained by Seller from third-party consultants paid by Seller and/or with whom Seller contracted and such items are not otherwise addressed to Buyer, Seller shall cooperate, at no out-of-pocket cost to Seller, with any request by Buyer to cause each such preparer of such items to provide Buyer with a reliance letter reasonably acceptable to Buyer confirming Buyer's right to rely upon and use such items. 4.1.1.3. Seller shall promptly furnish to Buyer for its review (a) any of the items described in Section 4.1.1.1 that may come into Seller's possession or control from and after the Document Delivery Date, and (b) any additional documents and information related to any of the Property that are in the possession or control of Seller and reasonably requested in writing by Buyer. 4.1.1.4. Any Property Materials provided pursuant to this Section 4.1.1 are being made available to Buyer by Seller solely as an accommodation and to assist Buyer in conducting its own inquiry and investigation into the facts and matters addressed by such materials. Buyer hereby acknowledges and agrees that, except with regard to express representations or warranties made by Seller in this Agreement and/or any instrument delivered by Seller at Closing and except for any information certified in writing by Seller to be true and correct (collectively, the "Express Representations"), any Property Materials made available by Seller to Buyer shall not constitute or be deemed to be any representation or warranty by Seller of any nature whatsoever about or concerning such documents or information or the accuracy, completeness or reliability thereof. Buyer Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 4 acknowledges that, subject to the Express Representations, it has undertaken or will undertake such investigations, inspection and inquiries as it has deemed necessary or appropriate to verify the information contained in the Property Materials. 4.1.2. Buyer's Diligence Tests. 4.1.2.1. At all reasonable times prior to the Closing (or earlier termination of this Agreement), Buyer and its employees, agents, consultants, and contractors shall be entitled, at Buyer's sole cost and expense, to: (a) enter onto the Real Property to perform any inspections, investigations, studies, and tests of the Real Property (including, without limitation, physical, engineering, soils, geotechnical, and environmental tests) that Buyer deems reasonable; (b) review all Property Materials; and (c) investigate such other matters pertaining to the Property as Buyer may desire. Buyer's entry onto and inspections of the Real Property in accordance with the terms of this Agreement shall not damage the Real Property in any material respect. Buyer shall be solely responsible for all costs and fees incurred by it relating to Buyer's inspections. Further, any inspections of the Property shall be subject to the following terms and restrictions: (i) any entry by Buyer onto the Real Property shall be subject to, and conducted in accordance with, all applicable laws; (ii) Buyer shall not conduct (or cause to be conducted) a Phase II Environmental Site Assessment or similar intrusive investigation (other than customary soils borings) without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld; and (iii) Buyer shall not permit any liens to attach to the Property as a result of Buyer's failure to pay any party performing inspections for and on behalf of Buyer. 4.1.2.2. Buyer shall indemnify, protect, defend, and hold Seller and Seller's officials, agents, employees, and representatives (each an "Indemnified Party" and collectively, the "Indemnified Parties") harmless from and against any and all claims (including, without limitation, claims for mechanic's liens or materialman's liens), causes of action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees, charges, and disbursements) (collectively, "Claims") in connection with or arising out of any entry upon the Real Property by Buyer, its agents or representatives pursuant to this Section 4.1.2; provided, however, that Buyer shall have no responsibility or liability for (a) any act or omission of any Indemnified Party; (b) any adverse condition or defect on or affecting the Property not caused by Buyer or its employees, agents, consultants, or contractors but discovered or impacted during their inspections including, without limitation, the pre-existing presence or discovery of any matter (such as, but not limited to, any"Hazardous Substance" (as hereinafter defined)); (c) the results or findings of any inspection or the disclosure of such results or findings; and/or (d) Buyer's election to terminate this Agreement as a result of any inspection pursuant to this Agreement. 4.1.2.3. Prior to any entry by Buyer onto the Real Property, Buyer shall deliver to Seller a certificate of insurance naming Seller as an additional insured with policy limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate covering all inspection activities by Buyer and its agents. 4.1.2.4. If this Agreement is terminated by Buyer other than pursuant to Section 12.1 upon a default or breach by Seller, Buyer shall repair any material damage to Prattle Lake 00-Meritage Purchase Agreement(v5)S 022619 5 the Property caused by its entry thereon and restore the same to substantially the same condition in which it existed prior to such entry. 4.1.2.5. The provisions of this Section 4.1.2 shall survive the Closing or the earlier termination of this Agreement. 4.1.3. Buyer's Termination Right. Buyer shall have the right at any time on or before the ninetieth (90`h) day following the Escrow Date (the "Due Diligence Termination Date") to determine in its sole and absolute discretion whether the Property is acceptable to Buyer. The Due Diligence Termination Date shall be automatically extended by the period of any delay by Seller in timely providing the Property Materials to Buyer. If Buyer elects to proceed with the purchase of the Property, Buyer will give written notice to Seller and Escrow Agent of such election (a "Notice of Intent to Proceed") on or prior to the Due Diligence Termination Date. If Buyer does not deliver a Notice of Intent to Proceed on or prior to the Due Diligence Termination Date, then this Agreement and the Escrow shall be automatically deemed terminated. If this Agreement is terminated in accordance with this Section, then the Deposit shall be immediately returned to Buyer; provided, however, that One Dollar($1) of the Deposit shall constitute independent consideration for Seller's execution and delivery of this Agreement and shall be delivered to Seller and not returned to Buyer if Buyer terminates this Agreement pursuant to this Section, but otherwise shall constitute part of the Deposit for all other purposes under this Agreement. 4.1.4. Seller's Retained Property. The parties acknowledge that the Land Parcel is part of a larger parcel of land owned by Seller. Prior to the Due Diligence Termination Date the parties shall work together in good faith to agree on the portion of the larger parcel of land that will include the Land Parcel (the balance of the larger parcel to be retained by Seller being the "Seller Retained Land"). The parties anticipate that the Land Parcel will contain approximately 8.5 acres of land and that the Seller Retained Land will contain approximately 3.5 acres of land. The Seller Retained Land will include the portion adjacent to the Clarke Road and A.D. Mims intersection as well as the sliver running along Clarke Road adjacent to the neighboring Silvestri property. A depiction of the intended Seller Retained Land and the intended Land Parcel is shown on Exhibit"A" attached hereto. Once the parties have agreed on the legal description for the Land Parcel, the parties shall incorporate the same in Exhibit"A"by amendment to this Agreement. 4.2. Title. 4.2.1. Title Documents. Within ten (10) Business Days following the Escrow Date, Closing Agent, as agent for Fidelity National Title Insurance Company or another national title insurance underwriter licensed in Florida (other than Old Republic National Title Insurance Company or any of its affiliates) and acceptable to Buyer ("Title Insurer"), shall issue and deliver to Buyer: (a) a current commitment for a 2016 ALTA owner's policy of title insurance with Florida modifications for the Real Property in an amount not less than the Purchase Price (the "Commitment") and (b) legible copies of all documents referenced therein (collectively with the Commitment, the "Title Documents"). Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 6 4.2.2. Buyer's Review of Title. Buyer shall have until the Due Diligence Termination Date to notify Seller in writing of any objection that Buyer may have to any matters reported or shown in the Title Documents or any amendments or updates thereof (a "Buyer's Objection Letter") (provided, however, that if any such amendments or updates are received by Buyer after or within ten (10) Business Days before the Due Diligence Termination Date, Buyer shall have an additional ten (10) Business Days following Buyer's receipt of such amendment or update and copies of all documents referenced therein to notify Seller of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered Title Documents). Matters shown in Schedule B, Part or Section Two of the Commitment (or any amendments or updates thereof) that are not timely objected to by Buyer as provided above shall be deemed to be "Permitted Exceptions." Seller shall cooperate with Buyer to eliminate title exceptions objected to by Buyer, but, except as set forth in Section 4.2.3, Seller shall have no obligation to cure or correct any matter objected to by Buyer. On or before the fifth (5th) Business Day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent ("Seller's Response"), to cause Title Insurer to remove or insure over any matters objected to in Buyer's Objection Letter. If Seller fails to deliver Seller's Response within the period set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove or insure over such objections. If Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) Business Day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) Business Day following the date on which Seller shall have been deemed to have responded, as provided above, to: (i) terminate this Agreement, in which case the Deposit shall be immediately returned to Buyer; or (ii) proceed with this transaction, in which event those objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions. 4.2.3. Seller Title Matters. Notwithstanding anything else stated herein, in all events, regardless of whether Buyer has given notice of objection as stated in Section 4.2.2 (and Buyer need not object to any such matters), Seller shall: (a) be obligated to satisfy and otherwise remove all monetary and financial liens as of the Agreement Date or incurred by Seller on or before the Closing hereunder (other than current taxes not yet due) and any additional encumbrances incurred by Seller after the Agreement Date in violation of any provision of this Agreement; (b) except as may be otherwise specifically set forth in this Agreement, terminate all leases and possessory agreements that affect the Property and cause all parties-in-possession title exceptions shown on the Commitment, if any, to be deleted; (c) except for items that are expressly made the obligation of Buyer in this Agreement, satisfy all requirements shown in Schedule B, Part or Section One of the Commitment (or any amendments or updates thereof); and (d) execute and deliver at Closing all documents reasonably requested by the Title Insurer in order to remove the "standard exceptions" in the Owner's Title Policy, including, but not limited to, the mechanic's liens, possession, and unrecorded matters exceptions, to insure the so-called "gap" between the effective date of the Commitment and the recordation of the Deed. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 7 4.2.4. Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer, and convey to Buyer fee simple title to the Real Property by a duly executed and acknowledged special warranty deed in the form of Exhibit "B" attached hereto (the "Deed"), subject only to the Permitted Exceptions. 4.2.5. Closing Update. Not more than thirty(30)but at least five (5) days prior to Closing, Closing Agent shall cause the Title Insurer to endorse or update the Commitment to reflect the conveyance of the Property at the Closing, and to update the effective date of the Commitment to a date within thirty (30) days of Closing. If the endorsement to / update of the Commitment includes any additional requirements, Seller must satisfy the same prior to the Closing at Seller's sole cost and expense unless said new requirements were caused by an action of Buyer. If the endorsement to / update of the Commitment includes any exceptions that are not already Permitted Exceptions, Seller must take all action necessary to delete the same prior to the Closing at Seller's sole cost and expense unless said new exceptions were caused by an action of the Buyer or unless Buyer consents in writing to the same as a Permitted Exception prior to the applicable Closing. Failure to satisfy said requirements and/or delete said exceptions shall be a default under this Agreement by Seller. 4.3. Governmental Approvals. 4.3.1. From the Escrow Date through the Closing Date, Buyer, at Buyer's sole cost and expense, shall use commercially reasonable efforts to pursue all necessary approvals from the City, the County, any applicable water management district(s) ("WMD"), FDEP, the U.S. Army Corps of Engineers ("ACOE"), and all other applicable governmental authorities, quasi-governmental authorities, and/or utility providers and regulators (collectively, the "Governmental Authorities") for the development of the Land Parcel as a residential subdivision containing approximately sixty-four (64) marketable townhome lots, each lot being of a size reasonably acceptable to Buyer, together with associated common areas (the "Intended Use"), all in form and substance and with stipulations and requirements acceptable to Buyer in its reasonable discretion, including, without limitation, all of the following (collectively, the "Governmental Approvals"): (a) approval by the City of the rezoning of the Land Parcel ("Rezoning") to Planned Unit Development (PUD) to permit Buyer's intended residential development of the Property in accordance with the "Approved Plan" (as hereinafter defined); (b) approval by the City of a Preliminary Subdivision Plan for the Land Parcel consistent with the Intended Use (the "Approved Plan"); (c) approval by the City (and any other applicable Governmental Authorities) of a Final Subdivision Plan for development of the Land Parcel in accordance with the Approved Plan, including without limitation, plans with respect to all infrastructure improvements, roads, off-site improvements, walls, gates, and common area irrigation/landscaping for the Land Parcel (collectively, the "Improvement Plans"); (d) approval and issuance by all applicable Governmental Authorities of, all permits necessary or desirable to develop the Land Parcel in accordance with the Approved Plan and the Improvement Plans; (e) final approval by all applicable Governmental Authorities of all agreements and arrangements for all required environmental mitigation related to the Property and/or its development, including without limitation, wetland/conservation mitigation, gopher tortoise relocation, and any other mitigation related to wildlife or plants identified as threatened or endangered; (f) school and transportation concurrency with respect to the Property for new residential units in an amount not less than the number of residential units contained in the Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 8 Approved Plan; and (g) final approval by all applicable Governmental Authorities of all agreements and arrangements, and allocation of sufficient capacity, necessary for the providing to the Property of all utility services necessary or desirable for Buyer's intended residential development of the Property; and in each instance of the foregoing clauses (a) — (g), including the expiration of all applicable protest, rehearing, appeal, and referendum periods without a protest, request for rehearing, appeal, or referendum being filed (or if a protest, request for rehearing, appeal, or referendum has been filed, then on the date that such protest, rehearing appeal, or referendum has been resolved with finality on terms satisfactory to Buyer). 4.3.2. Buyer shall be entitled to pursue the Governmental Approvals and to conduct all negotiations with all Governmental Authorities with respect thereto. Buyer shall be responsible for paying all fees, costs, and expenses incurred by it to prepare the Approved Plan, and the Improvement Plans, and to obtain the Governmental Approvals. Seller shall cooperate with Buyer's efforts to obtain the Governmental Approvals and shall timely execute any and all applications, consents, and other documents reasonably requested by Buyer in connection therewith 4.3.3. Notwithstanding anything contained in this Agreement to the contrary, provided that Buyer is proceeding in good faith in obtaining the Rezoning consistent with the Intended Use, if, at any time during the Governmental Approvals process (i) the Seller defaults in its obligations hereunder, (ii) the Rezoning consistent with the Intended Use is denied by the City, or (iii) prior to the final approval by the City of the Rezoning, the City imposes a requirement or condition on the Buyer or the development of the Property relating to any of the Governmental Approvals that is not specifically required under the City's Land Development Code and such requirement or condition materially impacts the Buyer's cost to develop the Property consistent with the Intended Use or materially and adversely impacts the Buyer's ability to market and sell homes on the Property (a "City Imposition Condition"), then Buyer may elect to terminate this Agreement by delivering written notice to Seller and Escrow Agent, whereupon the Deposit (to the extent then paid) shall be immediately returned to Buyer. In the event this Agreement is terminated for any other reason, the Deposit (to the extent then paid) shall be immediately released to Seller. 4.3.4. Notwithstanding anything contained in this Agreement to the contrary, provided that Buyer is proceeding in good faith in obtaining the Governmental Approvals consistent with the Intended Use, if, at any time during the Governmental Approvals process but subsequent to the final approval by the City of the Rezoning, (i) the Seller defaults in its obligations hereunder, (ii) a Governmental Approval consistent with the Intended Use is denied by the City, or (iii) in connection with a Governmental Approval, the City imposes a City Imposition Condition, then Buyer may elect to terminate this Agreement by delivering written notice to Seller and Escrow Agent, whereupon the Deposit (to the extent then paid) shall be immediately returned to Buyer. In the event this Agreement is terminated for any other reason, the Deposit(to the extent then paid) shall be immediately released to Seller. 4.3.5. The processing of the Governmental Approvals by the City will follow all normal development review and permitting procedures. Nothing herein shall be deemed to bind the City from exercising its legislative powers in approving or denying any of the applicable Governmental Approvals submitted to the City for the Property. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 9 5. DESCRIPTION OF PROPERTY. 5.1. The Real Property. As used in this Agreement, the term "Real Property" shall mean, collectively, all of Seller's right, title, and interest in and to: (a) the Land Parcel; (b) all buildings, structures, and improvements thereto or thereon, if any (the "Improvements"); and (c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with any of the Land Parcel and/or any of the Improvements, including, without limitation, all (i) development and concurrency rights and credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water capacity, sewer, wastewater and reuse water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and permits relating to any of the Land Parcel, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to any of the Land Parcel, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from any of the Land Parcel. 5.2. The Intangible Property. As used in this Agreement, the term "Intangible Property" shall mean all of Seller's right, title, and interest in and to that certain intangible property owned by Seller or used by Seller exclusively in connection with all or any portion of the Real Property, if any, including, without limitation, all of Seller's right, title, and interest, if any, in and to: (a) all existing and/or draft plats, maps, site plans, improvement plans, drawings and specifications, and development rights and credits relating to the Real Property; (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property; (d) all transferable guarantees, warranties, and utility contracts relating to all or any portion of the Real Property; and (e) all intellectual property and rights related to the Real Property, including, without limitation, the right and claim of Seller, if any, to any name(s)used by Seller to refer to the Real Property or the subdivision thereof, and any derivatives thereof. 6. CONDITIONS TO CLOSING. 6.1. Buyer's Closing Conditions. The obligation of Buyer to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by Seller at the Closing) (the `Buyer's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended,by Buyer only in a writing executed by Buyer: 6.1.1. Title. Title Insurer shall be irrevocably and unconditionally prepared and committed to issue to Buyer (with an effective date not earlier than the Closing Date), a 2016 ALTA Owner's Policy of Title Insurance with Florida modifications in favor of Buyer for the Real Property (a) showing fee title to the Real Property vested in Buyer, (b) with liability coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably requested by Buyer (provided that such endorsements are available in the State of Florida and are paid for in accordance with the terms in this Agreement), and (d) containing no exceptions Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 10 other than the Permitted Exceptions (the "Owner's Title Policy"); and Title Insurer shall evidence such commitment by delivering to Buyer at the Closing an endorsement to or mark-up of the Commitment showing fee simple title to the Real Property vested in Buyer as of the Closing Date and deleting the mechanic's liens, possession, unrecorded matters, and "gap" standard exceptions from the Commitment, and otherwise complying with the requirements of this Agreement. 6.1.2. Seller's Due Performance. All of the representations and warranties of Seller set forth in this Agreement shall be true, correct, and complete in all material respects as of the Closing Date, and Seller, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants, and agreements required on the part of Seller to be complied with or performed pursuant to the terms of this Agreement on or prior to the Closing. 6.1.3. Physical Condition of Property. The physical condition of the Property shall be substantially the same on the Closing Date as on the Agreement Date, except for reasonable wear and tear and any damages due to any act of Buyer or Buyer's representatives. 6.1.4. No Moratorium. As of the Closing Date, there shall be no moratorium, injunction, restraining order, or similar restriction imposed by any of the Governmental Authorities or any private entity that precludes or prevents the issuance of building permits or certificates of occupancy with respect to the Real Property and/or the construction of residences or other improvements on the Real Property. 6.1.5. Bankruptcy. No action or proceeding shall have been commenced by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have attached to or been issued with respect to Seller's interest in any of the Property or any portion thereof. 6.1.6. Possession. All lessees, tenants, and occupants of the Property, if any, must have vacated the Property so that sole and exclusive possession of the Property can be provided to Buyer at the Closing. 6.1.7. Governmental Approvals. All of the Governmental Approvals shall have been obtained. 6.2. Failure of Buyer's Closing Conditions. If any of Buyer's Closing Conditions described in Section 6.1 above have not been fulfilled within the applicable time periods, Buyer may: 6.2.1. Waive the unfulfilled Buyer's Closing Condition in writing and proceed with Closing in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or 6.2.2. Terminate this Agreement by written notice to Seller and Escrow Agent, in which event (a) the Deposit shall be immediately returned to Buyer, and (b) to the extent that the failure of any applicable Buyer's Closing Condition is caused by a Seller default, Buyer Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 1 1 shall be entitled to pursue its rights and remedies pursuant to the terms of Section 12.1. Notwithstanding the foregoing, in the event the City has approved the Rezoning and all of the Buyer's Closing Conditions are met other than the remaining Governmental Approvals, with the termination of the Agreement, the Deposit (to the extent then paid) shall be immediately released to Seller. 7. CLOSING. 7.1. Closing Date. Subject to the provisions of this Agreement, the Closing shall take place within fifteen (15) days following the later of: (a) the Due Diligence Termination Date or (b) Buyer's receipt of all of the Governmental Approvals. Notwithstanding the foregoing, in no event shall the Closing occur later than twelve (12) months following the Due Diligence Termination Date. Notwithstanding the foregoing, provided Buyer has not then obtained the Governmental Approvals, Buyer may extend the Closing by up to thirty(30) days on six (6) occasions by providing written notice thereof to Seller and Escrow Agent and by depositing with Escrow Agent, in each case, on or before the date then scheduled for Closing, the sum of Ten Thousand Dollars ($10,000) (each, a"Closing Extension Fee" and collectively, the "Closing Extension Fees") for such 30-day extension. Upon Escrow Agent's receipt of a Closing Extension Fee and Buyer's election to extend the then scheduled date for Closing, the Extension Fee shall be non-refundable to Buyer except in the event of a Seller default and shall not be applicable to the Purchase Price at Closing. As used herein, the following terms shall have the following meanings: (i) the "Closing" shall mean the recordation of the Deed in the official records of the County(the "Official Records"); and (ii) the "Closing Date" shall mean the date upon which the Closing actually occurs. 7.2. Deliveries by Seller. On or before the Closing Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered to the Closing Agent (to be held in escrow pending the Closing) the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording: 7.2.1. Deed. The Deed conveying the Real Property to Buyer; 7.2.2. Non-Foreign Affidavit. A Non-Foreign Affidavit in the form attached hereto as Exhibit"C" (the"Non-Foreign Affidavit"); 7.2.3. General Assignment. A general assignment to Buyer in the form attached hereto as Exhibit"D" (the "General Assignment"); 7.2.4. Proof of Authority. Such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents, or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Insurer, Escrow Agent, Closing Agent, or Buyer; and 7.2.5. Other. Such other items, documents, and instruments as may be reasonably required by Buyer, Title Insurer, Closing Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 12 obligations to be performed by Seller at the Closing pursuant to this Agreement, including, without limitation, a title affidavit as to those items or facts within Seller's control in form typically required by Title Insurer and sufficient to allow Title Insurer to delete the "standard exceptions" in a title insurance policy, including, but not limited to (A) rights of parties in possession other than record owners, (B) any lien, or right to lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown among the public records, and (C) defects, liens, encumbrances adverse claims or other matters, if any, created, first appearing in the public record or attaching subsequent to the effective date of the Commitment but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by the Commitment. 7.3. Deliveries by Buyer. On or before the Closing Date, Buyer, at its sole cost and expense, shall deliver or cause to be delivered to the Closing Agent (to be held in escrow pending the Closing) the following funds and the following items, documents, and instruments, each dated as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in proper form for recording: 7.3.1. Purchase Price. Cash or other immediately available funds in an amount equal to the unpaid sum of the Purchase Price (less the Contract Fee and the Deposit) and all of Buyer's share of the Closing Costs; 7.3.2. Proof of Authority. Such proof of Buyer's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents, or certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title Insurer, Closing Agent, or Seller; and 7.3.3. Other. Such other items, documents, and instruments as may be reasonably required by Seller, Title Insurer, Closing Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement. 7.4. Actions by Escrow Agent and Closing Agent. Provided that Closing Agent shall not have received written notice from Buyer of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when Buyer and Seller have deposited with Closing Agent all of the documents and funds (other than the Deposit being held by Escrow Agent) required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the terms hereof, Closing Agent shall notify the Escrow Agent thereof Provided that Escrow Agent shall not have received written notice from Buyer of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when Escrow Agent has been informed by Closing Agent that Buyer and Seller have deposited with Closing Agent all of the documents and funds (other than the Deposit being held by Escrow Agent)required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the terms hereof, Escrow Agent shall deliver the Deposit to Closing Agent, whereupon Closing Agent, in the order and manner herein below indicated, shall take the following actions to effectuate the Closing: Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 13 7.4.1. Funds. Disburse all funds as follows: 7.4.1.1. Pursuant to the "Closing Statement" (as hereinafter defined), pay to Escrow Agent and retain for Closing Agent's own account any applicable escrow/closing fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the issuance of the Owner's Title Policy, and disburse to any other persons or entities entitled thereto the amount of any other Closing Costs and any other disbursements reflected on the Closing Statement; 7.4.1.2. Disburse to Seller an amount equal to the Purchase Price, less or plus the net debit or credit to Seller by reason of the prorations and allocations of Closing Costs and any other disbursements reflected on the Closing Statement or other adjustments provided for in this Agreement; and 7.4.1.3. Disburse to the party who deposited the same any remaining funds in the possession of Closing Agent after the payments pursuant to Sections 7.4.1.1 and 7.4.1.2 above have been completed. 7.4.2. Recording. Cause the Deed and any other documents customarily recorded and/or that the parties hereto may mutually direct to be recorded in the Official Records and obtain conformed copies thereof for distribution to Buyer and Seller. 7.4.3. Delivery of Documents. Deliver: (a) to Seller, one copy of all documents deposited into Escrow; and (b) to Buyer, (i) one original of all documents deposited into Escrow (other than the Deed and the other documents recorded pursuant to the terms of this Agreement, but including, without limitation, the Non-Foreign Affidavit and the General Assignment), and (ii) one conformed copy of each document recorded pursuant to the terms of this Agreement. Originals of any documents recorded at Closing shall be delivered after such recording to Buyer. 7.4.4. Owner's Title Policy. Cause Title Insurer to issue or be irrevocably and unconditionally prepared and committed to issue the Owner's Title Policy to Buyer. 7.5. Prorations/Apportionment. 7.5.1. Taxes. The Land Parcel is currently exempt from ad valorem taxes and real property taxes. With the conveyance of the Property, the Land Parcel will no longer be exempt. Buyer shall be responsible for all ad valorem and non-ad valorem real property taxes for the current year of Closing applicable to the Property, but not for taxes owing prior to the year of Closing. No proration or re-proration of taxes shall occur. 7.5.2. Improvement Liens. At Closing, any liens/assessments for governmental improvements that are certified, confirmed, or ratified as of the Closing Date will be paid in full by Seller, whether or not the same is payable in installments covering pre-and post-closing periods. Buyer will be responsible for all special assessment liens that are certified, confirmed, or ratified after the Closing Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially completed as of the Closing Date, but has not resulted in a lien before Closing, Seller will pay to Buyer at Closing (or provide a credit against Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 14 the Purchase Price otherwise payable by Buyer) the amount of the most recent estimate of the assessment. 7.5.3. Survival. The obligations under this Section 7.5 shall survive the Closing and the delivery and recordation of the Deed for the Property. 7.6. Closing Costs. Each party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the "Closing Costs"), which shall be allocated between the parties as follows (in addition to any other costs and expenses specifically allocated to the parties elsewhere in this Agreement): 7.6.1. Seller Costs. Seller shall pay for the following items: (i) Seller's prorations pursuant to Section 7.5; (ii) the Owner's Title Policy premium and title curative instruments required pursuant to the terms of this Agreement, if any; (iii) Escrow Agent's and Closing Agent's escrow/closing fees and costs and (iv) Seller's attorneys' fees. 7.6.2. Buyer Costs. Buyer shall pay for the following items: (i) Buyer's prorations in accordance with Section 7.5; (ii) state and local transfer taxes and fees and documentary stamp tax on the Deed; (iii) fees for recording the Deed; (iv) the costs of any financing utilized by Buyer, if any; (v) the costs of any endorsements to the Owner's Title Policy requested by Buyer; and (vi) Buyer's attorneys' fees. 7.7. Closing Statement. At least five (5) Business Days prior to the Closing Date, Closing Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") setting forth: (a) the Purchase Price payable at Closing and the Contract Fee and Deposit to be credited to Buyer; (b) the proration amounts allocable to each of the parties pursuant to Section 7.5; (c) the Closing Costs allocable to each of the parties pursuant to Section 7.6; and (d) any other costs and expenses to be paid directly to third parties pursuant to the approved Closing Statement. Based on each of the party's comments, if any, regarding the Preliminary Closing Statement, Closing Agent shall revise the Preliminary Closing Statement and deliver a final version of the closing statement to each of the parties for execution at the Closing(the"Closing Statement"). 7.8. Deliveries Outside of Escrow. Upon the Closing, Seller shall deliver sole and exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions. Further, Seller hereby covenants and agrees to deliver to Buyer, on or prior to the Closing, the Intangible Property, including, without limitation, the original Property Materials. Effective immediately upon the Closing, any personal property remaining on any of the Real Property shall be deemed abandoned and may be removed and disposed of by Buyer at its sole cost and expense. 8. SELLER'S REPRESENTATIONS AND WARRANTIES. 8.1. Representations and Warranties. Seller represents and warrants to and agrees with Buyer, as of the Agreement Date and as of the Closing Date, as follows: Prairie Lake 00-Manage Purchase Agreement(v5)S 022619 1 5 8.1.1. Due Organization. Seller is a municipal corporation, duly organized, validly existing, and in good standing under the laws of the State of Florida. 8.1.2. Seller's Authority; Validity of Agreements. Seller has full right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller has/have the legal power, right, and actual authority to bind Seller to the terms hereof and thereof. This Agreement is, and all other instruments, documents and agreements to be executed, and delivered by Seller in connection with this Agreement shall be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable obligations of Seller (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, result in any violation of, or conflict with, or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance, writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement affecting Seller or the Property. 8.1.3. Ownership. Seller is the sole owner of fee simple interest to all of the Property. Seller shall not take any action to affect title to the Property while this Agreement is in effect except as requested by Buyer in writing in connection with the Governmental Approvals, and the sole and exclusive possession of the Property shall be delivered to Buyer on or before the date of Closing and there shall be no leases or other rights to occupancy in effect at Closing. 8.1.4. No Third-Party Rights. There are no leases, occupancy agreements, unrecorded easements, licenses, or other agreements that grant third-parties any possessory or usage rights to all or any part of the Property. 8.1.5. Litigation. There are no actions, investigations, suits, or proceedings (other than tax appeals or protests) pending or, to Seller's knowledge, threatened that affect the Property, the ownership or operation thereof, or the ability of Seller to perform its obligations under this Agreement, and there are no judgments, orders, awards, or decrees currently in effect against Seller or with respect to the ownership or operation of the Property that have not been fully discharged prior to the Agreement Date. 8.1.6. Zoning and Condemnation. To Seller's knowledge and except as disclosed in the Property Materials, there are no pending proceedings to alter or restrict the zoning or other use restrictions applicable to the Property, to condemn all or any portion of the Property by eminent domain proceedings or otherwise, or to institute a moratorium or similar restriction on building on or issuing certificates of occupancy for construction on all or any portion of the Property. 8.1.7. Bankruptcy. There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy, or any other debtor relief actions contemplated by Seller or filed by Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 1 6 Seller, or to Seller's knowledge, pending in any current judicial or administrative proceeding against Seller. 8.1.8. No Violations of Environmental Laws. To Seller's knowledge without investigation and except as disclosed in the Property Materials: (a) the Property is not in, nor has it been or is it currently under investigation for violation of any federal, state, or local law, ordinance, or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under, or about the Property, including, but not limited to, soil and groundwater conditions ("Environmental Laws"); (b) the Property has not been subject to a deposit of any Hazardous Substance (as hereinafter defined); (c) neither Seller nor any third party has used, generated, manufactured, stored, or disposed in, at, on, or under the Property any Hazardous Substance; and (d) there is not now in, on, or under the Property any underground or above ground storage tanks or surface impoundments, any asbestos containing materials, or any polychlorinated biphenyls used in hydraulic oils, electrical transformers, or other equipment. To the extent permitted by law, Seller hereby assigns to Buyer as of the Closing all claims, counterclaims, defenses, and actions, whether at common law or pursuant to any other applicable federal, state or other laws that Seller may have against any third party or parties relating to the existence or presence of any Hazardous Substance in, at, on, under, or about the Property. For purpose of this Agreement, the term "Hazardous Substance" shall be deemed to include any wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws. 8.1.9. No Liens. To Seller's knowledge without investigation, there are no mechanic's or materialman's liens or similar claims or liens now asserted or capable of being asserted against the Property for work performed or commenced prior to the date hereof; and Seller shall timely satisfy and discharge any and all obligations relating to work performed on or conducted at or materials delivered to the Property prior to Closing in order to prevent the filing of any claim or mechanic's lien with respect thereto, but Seller shall not be responsible for any amounts due to consultants or other third-parties performing work at Buyer's request and Buyer shall timely pay all amounts due to such persons. 8.1.10. No Default. To Seller's knowledge without investigation, Seller is not in default under the provisions of any deed of trust, mortgage, or other encumbrance, lien, or restriction that affects any of the Property. Seller shall pay all amounts when due with regard to the Property until Closing. 8.1.11. Endangered Species. To Seller's knowledge without investigation and except as disclosed in the Property Materials, there are no threatened or endangered species or protected natural habitat, flora, or fauna on the Property nor are there any areas on or near the Property that are designated as wetlands or otherwise subject to the United States Army Corps of Engineers' Section 404 permit requirements. 8.1.12. Wells/Underground Tanks. To Seller's knowledge without investigation and except as disclosed in the Property Materials, there are no wells, drilling holes, wellheads, or underground storage tanks located on or under the Property. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 17 8.1.13. Landfill/Waste Disposal Site. To Seller's knowledge without investigation Seller has not used the Property and, to Seller's knowledge without investigation and except as disclosed in the Property Materials, the Property has never been used as a landfill, waste disposal site (including, without limitation, construction waste), or cemetery/burial site. 8.1.14. No Other Agreements. There are no shared expense agreements, repayment agreements, reimbursement agreements, or development payback agreements that affect all or any portion of the Property. 8.1.15. Property Materials. To Seller's knowledge without investigation, there are no defects, deficiencies, or inaccuracies in any of the Property Materials. 8.2. Survival. All of the representations, warranties, and agreements of Seller set forth in this Agreement shall be true upon the Agreement Date, shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Deed and the Closing for a period of one (1) year. Prior to a termination of this Agreement, Seller shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Seller's representations or warranties to become untrue. 8.3. Notification Regarding Warranties. Seller shall notify Buyer in writing immediately if Seller discovers that any representation or warranty is untrue or misleading in any material respect. 9. BUYER'S REPRESENTATIONS AND WARRANTIES. 9.1. Representations and Warranties. Buyer represents and warrants to Seller, as of the Agreement Date and as of the Closing Date, as follows: 9.1.1. Due Organization. Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Florida. 9.1.2. Buyer's Authority; Validity of Agreements. Buyer has full right, power, and authority to purchase and acquire the Property from Seller as provided in this Agreement and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Buyer has/have the legal power, right, and actual authority to bind Buyer to the terms hereof and thereof. This Agreement is, and all instruments, documents, and agreements to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed, and delivered by Buyer and shall be valid, binding, and enforceable obligations of Buyer (except as enforcement may be limited by bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate any provision of any law, statute, ordinance, rule, regulation, agreement or judicial order to which Buyer is a party or to which Buyer is subject. 9.1.3. Contingency Fee. Except for the Commission payable to the Broker upon the Closing, as more particularly provided in Section 13 below, no person or entity was paid or promised a fee, commission, gift or other consideration by Buyer contingent upon the City entering into this Agreement and/or closing thereunder. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 18 9.1.4. OFAC. Neither Buyer nor its sole shareholder is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism). 9.2. Survival. All of the representations and warranties of Buyer set forth in this Agreement shall be true upon the Agreement Date and shall be deemed to be repeated at and as of the Closing Date, and shall survive the delivery of the Deed and the Closing for a period of one (1) year. Prior to a termination of this Agreement, Buyer shall not take any action, fail to take any required action, or willfully allow or consent to any action that would cause any of Buyer's representations or warranties to become untrue. 10. AS IS. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property, "AS IS WHERE IS", and there are no oral agreements, warranties, or representations collateral to or affecting the Property by Seller or any third party other than the Express Representations. The terms and conditions of this paragraph shall survive Closing and not merge therein. 11. RISK OF LOSS. 11.1. Condemnation. If, prior to the Closing, all or any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within thirty (30) days after receipt of such notice from Seller, in which event the Deposit shall be returned to Buyer. Prior to any termination of this Agreement, Buyer shall have the right to participate in any proceedings and negotiations with respect to the taking and any transfer in lieu of taking (and Seller shall not consummate any transfer in lieu of taking without Buyer's prior written consent). If Buyer fails to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at and as a condition precedent to Buyer's obligation to proceed with the Closing, must: (i)pay to Buyer (or direct Closing Agent to credit Buyer against the Purchase Price for) the amount of all awards for the taking (and any consideration for any transfer in lieu of taking) actually received by Seller to the extent that Buyer acquires the Property; and (ii) assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to any future awards for the taking (and any consideration for any transfer in lieu of taking) to the extent that Buyer acquires the Property; and (b) the parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement. 11.2. Casualty. Prior to the Closing and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, hurricane, tornado, flood, landslide, fire, sinkhole, or other casualty shall be borne and assumed by Seller. If, prior to the Closing, any portion of the Property is damaged as a result of any earthquake, hurricane, Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 19 tornado, flood, sinkhole, landslide, fire, or other casualty, Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given within thirty (30) days after receipt of any such notice from Seller, in which event the Deposit shall be returned to Buyer. Prior to any termination of this Agreement, Buyer shall have the right to participate in any adjustment of the insurance claim. If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing, then (a) Seller, at and as a condition precedent to Buyer's obligation to proceed with the Closing, must either: (i) pay to Buyer (or direct Closing Agent to credit Buyer against the Purchase Price for) the amount of any insurance proceeds actually received by Seller plus the amount of any deductible under Seller's insurance to the extent that Buyer acquires the Property; or (ii)if no insurance proceeds have been received by Seller, assign to Buyer by written instrument reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer against the Purchase Price for any deductible payable under Seller's insurance policy to the extent that Buyer acquires the Property; and (b) the parties shall proceed to the Closing pursuant to the terms hereof without further modification of the terms of this Agreement. 12. REMEDIES. 12.1. Default by Seller. If Seller shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or prior to the Closing, and if such failure continues for ten (10) days after Buyer provides Seller and Escrow Agent with written notice thereof, and provided Buyer is not then in default hereunder, then Buyer may, as Buyer's sole remedies for such failure, but without limiting Buyer's right to recover attorneys' fees pursuant to Section 14.13 below: (a) waive the effect of such matter and proceed to consummate this transaction; (b) terminate this Agreement and receive a full refund of the Contract Fee, the Deposit and any Extension Fees paid; or (c) proceed with an action against Seller for specific performance; provided, however, if the remedy of specific performance is not available, then Buyer may pursue any and all remedies available to Buyer at law or in equity as a result of any breach or failure by Seller to perform any of Seller's obligations under this Agreement. Nothing contained in this Section shall limit or prevent Buyer from enforcing Seller's obligations and liabilities and/or Buyer's rights that survive the Closing or the termination of this Agreement, as applicable. 12.2. Default by Buyer. If Buyer shall breach any of the terms or provisions of this Agreement or otherwise fail to perform any of Buyer's obligations under this Agreement and if such failure continues for ten (10) days after Seller provides Buyer and Escrow Agent with written notice thereof, and provided Seller is not then in default, then Seller may waive such breach and proceed to consummate this transaction in accordance with the terms hereof, or Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Contract Fee, the Deposit and any Extension Fees paid as liquidated damages and as consideration for the acceptance of this Agreement and for taking the Property off the market, and not as a penalty. Buyer and Seller have determined and hereby agree that it would be impractical or extremely difficult, if not impossible, to ascertain with any degree of certainty the amount of damages that would be suffered by Seller if Buyer fails to purchase the Property in accordance with the provisions of this Agreement, and the parties agree that a reasonable estimate of such damages under the circumstances is an amount equal to the Contract Fee and the Deposit. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 20 Accordingly, Buyer and Seller agree that if Buyer breaches any of its obligations under this Agreement or otherwise defaults hereunder, Seller may retain the Contract Fee, the Deposit and any Extension Fees paid as liquidated damages. Nothing contained in this Section shall limit or prevent Seller from enforcing Buyer's obligations and liabilities and/or Seller's rights that survive the Closing or the termination of this Agreement, as applicable. 12.3. Cure Period for Deposit and Closing. Notwithstanding Section 12.1 or Section 12.2, the cure period shall be only two (2) Business Days, rather than ten (10) days, with respect to the failure to timely submit the Deposit and/or the failure to close as and when required herein. 13. BROKERS. Each of Buyer and Seller hereby represents and warrants to and agrees with each other that it has not had, and shall not have, any dealings with any third party to whom the payment of any broker's fee, finder's fee, commission, or other similar compensation ("Commission") shall or may become due or payable in connection with the transaction contemplated hereby other than Andy Bassler of Central Florida Land Brokers ("Broker"). If the Closing occurs, Buyer agrees to pay the Broker a Commission pursuant to its separate agreement with the Broker. To the extent permitted by law, Seller shall indemnify, defend, protect, and hold Buyer harmless for, from, and against any and all Claims incurred by Buyer by reason of any breach or inaccuracy of the representation, warranty, and agreement of Seller contained in this Section. Buyer shall indemnify, defend, protect, and hold Seller harmless from and against any and all Claims incurred by Seller by reason of any breach or inaccuracy of the representation, warranty, and agreement of Buyer contained in this Section. The provisions of this Section shall survive the Closing or earlier termination of this Agreement. Seller acknowledges that principals, officers, employees, affiliates and/or agents of Buyer may be licensed real estate brokers and/or salespersons in the State of Florida. 14. MISCELLANEOUS PROVISIONS. 14.1. Governing Law; Venue. This Agreement and the legal relations between the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to its principles of conflicts of law. Venue for any action brought to interpret or enforce this Agreement shall be any applicable state or federal court located in the County. 14.2. Entire Agreement. This Agreement, including the exhibits attached hereto, constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations, or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically set forth herein or in the documents delivered pursuant hereto or in connection herewith. 14.3. Modification; Waiver. No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 21 any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 14.4. Notices. All notices, consents, requests, reports, demands or other communications hereunder (collectively, "Notices") shall be in writing and may be given personally, by registered or certified mail (return receipt requested), by facsimile transmission, by courier, or by FedEx (or other reputable overnight delivery service) for overnight delivery, as follows: To Seller: City of Ocoee, Florida Attn: City Manager 150 N. Lakeshore Drive Ocoee, FL 34761 Telephone No.: 407.905.3111 Facsimile: 407.905.3118 Email: rfrankAocoee.org With A Required Copy To: Scott Cookson, City Attorney Shuffield, Lowman& Wilson, P.A. 1000 Legion Place#1700 Orlando, FL 32801 Telephone No.: 407.581.9800 Facsimile No.: 407.581.9801 Email: scookson@shuffieldlowman.com To Buyer: Meritage Homes of Florida, Inc. 5337 Millenia Lakes Blvd. #410 Orlando, FL 32839 Attention: Adam Schott Telephone: 407.636.0219 Facsimile: 407.712.8688 E-mail: adam.schott(cmeritagehomes.com With A Required Copy To: Meritage Homes 8800 E. Raintree Drive, Suite 300 Scottsdale, Arizona 85260 Attention: Mel Faraoni Telephone: 480.515.8008 Facsimile: 480.375.2915 E-mail: mel.faraoni@,meritagehomes.com and with an additional Meritage Homes Corporation required copy of any 8800 E. Raintree Drive, Suite 300 notice of default, event of Scottsdale, Arizona 85260 default,breach, claim, or Attention: General Counsel—THIS NOTICE demand to: MAY REQUIRE IMMEDIATE ATTENTION Facsimile: 480.998.9178 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 22 To Escrow/Closing Agent: Shuffield, Lowman &Wilson, P.A. Attn: Scott Cookson, Esq. 1000 Legion Place#1700 Orlando, FL 32801 Telephone No.: (407) 581-9800 Facsimile No.: (407) 581-9801 Email: scookson@shuffieldlowman.com or to such other address or such other person (in each instance, so long as located in the United States of America) as the addressee party shall have last designated by Notice to the other party, Escrow Agent, and Closing Agent. Each Notice shall be deemed to have been delivered, given, and received for all purposes as of the date so delivered at the applicable address (so long as delivery is evidenced by the customary courier or U.S. mail receipt or the automatic successful facsimile transmission confirmation page, as applicable); provided that Notices received on a day that is not a Business Day shall be deemed received on the next Business Day. Notice to a party shall not be effective unless and until each required copy of such Notice specified above (or as the parties may from time to time specify by notice in accordance with this Section 14.4) is given. The inability to deliver a Notice because of a changed address of which no Notice was given or an inoperative facsimile number for which no Notice was given of a substitute number, or any rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver or rejection or refusal to accept. Any telephone numbers and email addresses set forth above are provided for convenience only and shall not alter the manner of giving Notice set forth in this Section 14.4. Notwithstanding the foregoing, if no fax number is provided for a party above, then the date for delivery shall be extended by the number of days to effectuate alternate delivery of Notice so long as the Notice was transmitted on the date due. 14.5. Expenses. Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 7.6 of this Agreement and of any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in connection with this Agreement shall be borne by such party. 14.6. Severability. Any provision or part of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction. 14.7. Successors and Assigns. Neither party hereto may assign its rights or delegate its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Buyer may assign this Agreement and its rights and obligations hereunder, with notice to Seller, but without obtaining Seller's prior written consent, so long as the assignment is to one of the following: (a) a corporation, partnership, limited liability company or other entity that(i) controls, is controlled by, or under common control with Buyer or Buyer's parent company (including, without limitation, any partnership in which a general partner is, or any limited Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 23 liability company whose manager, managing member, administrative member, or majority member is, Buyer or Buyer's parent company, or is controlled by or under common control with Buyer or Buyer's parent company), or (ii) results from the merger or consolidation with Buyer; (b) to a"landbanker"pursuant to a "landbanking"transaction in which the"landbanker" holds the Property as security or pursuant to an option agreement or purchase agreement or similar arrangement whereby Buyer has the right to acquire the Property from such landbanker; or (c) a partnership, limited liability company, or other joint venture company between Buyer and (i) one or more of the legal entities described in subparagraph (a), and/or (ii) an institutional or other investor or group of investors that is one of Buyer's landbanking entities, or a partnership, limited liability company, or corporation that is wholly-owned, directly or indirectly, by such investor(s). Notwithstanding the foregoing, an assignment by Buyer without the prior consent of Seller as permitted hereunder does not release the assigning party from any of its obligations herein. Subject to the foregoing, all of the parties' rights, duties, benefits, liabilities, and obligations under this Agreement shall inure to the benefit of, and be binding upon, their respective successors and assigns. 14.8. Multiple Parties. If Seller consists of more than one person and/or entity and Seller defaults or is in breach of any of the terms of this Agreement, all of the persons and entities comprising Seller shall be jointly and severally liable for the performance and/or satisfaction of Seller's obligations under this Agreement. 14.9. Headings. The Section and subsection headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter, or affect the meaning or interpretation of any provision hereof 14.10. Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement. 14.11. Further Assurances. In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute, and/or deliver or cause to be performed, executed, and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds, and assurances as may be reasonably required to consummate the transaction contemplated hereby. 14.12. Construction. As used in this Agreement, the masculine, feminine, and neuter gender and the singular or plural shall each be construed to include the other whenever the context so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning, without regard to any presumption or rule of construction causing this Agreement or any part of it to be construed against the party causing the Agreement to be written. The parties acknowledge that each has had a full and fair opportunity to review the Agreement and to have it reviewed by counsel. If any words or phrases in this Agreement have been stricken, whether or not replaced by other words or phrases, this Agreement shall be construed (if otherwise clear and unambiguous) as if the stricken matter never appeared and no inference shall be drawn from the former presence of the stricken matters in this Agreement or from the fact that such matters were stricken. Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 24 14.13. Attorneys' Fees. If either party hereto brings an action or proceeding against the other party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees, charges, disbursements, and the fees and costs of expert witnesses. If any party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing party in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment. The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment. 14.14. Business Day. As used herein, the term "Business Day" shall mean a day that is not a Saturday, Sunday, or a day on which commercial banks in the State of Florida are authorized or required by applicable law to close. If the date for the performance of any covenant or obligation under this Agreement shall fall on a day that is not a Business Day, the date for performance thereof shall be extended to the next Business Day. Similarly, if the day for the performance of any covenant or obligation under this Agreement involving Escrow Agent or Closing Agent (as applicable) shall fall on a Business Day on which Escrow Agent or Closing Agent (as applicable) is closed for business to the public, the date for performance thereof shall be extended to the next Business Day on which Escrow Agent or Closing Agent (as applicable) is open for business to the public. 14.15. Counterparts; Electronic Transmission. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. The parties agree that they may reflect and confirm their agreement to be bound hereby, and their execution and delivery of this Agreement, by transmitting a signed copy hereof by email in .pdf or by facsimile to Escrow Agent, the other party hereto, and to the persons entitled to copies of notices to such recipient pursuant to this Agreement. Alternatively, they may email in .pdf or fax to such persons only the signature page of this Agreement and any pages that have been modified from the form of this Agreement either (a) received by the faxing or emailing party from the other party or its attorneys, or (b) transmitted by the faxing or emailing party (or its attorney) to the other party hereto (in either such circumstance, the "Original Proposed Document"), which act shall constitute their representation and warranty that, except as reflected in such facsimile transmission, the transmitting party has executed this Agreement without change from the Original Proposed Document. The provisions of this Section with respect to e-mail shall be applicable solely with respect to this Section and shall have no effect on the provisions of Section 14.4 of this Agreement with respect to all other Notices under this Agreement. 14.16. Jury Trial Waiver. EACH OF SELLER AND BUYER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION OR LEGAL PROCEEDING BASED UPON OR ARISING DIRECTLY, INDIRECTLY, OR OTHERWISE Prairie Lake 00-Mefitage Purchase Agreement(v5)S 022619 25 IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT INCLUDING, BY WAY OF EXAMPLE BUT NOT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, VERBAL OR WRITTEN STATEMENTS, OR ACTS OR OMISSIONS OF EITHER PARTY WHICH IN ANY WAY RELATE TO THIS AGREEMENT. SELLER AND BUYER HAVE SPECIFICALLY DISCUSSED AND NEGOTIATED FOR THIS WAIVER AND UNDERSTAND THE LEGAL CONSEQUENCES OF IT. 14.17. Non-Waiver of Sovereign Immunity. Nothing contained in this Agreement or in any instruments executed pursuant to the terms of this Agreement shall be construed as a waiver or attempted waiver by the Seller/City of its sovereign immunity under the constitution and laws of the State of Florida. 14.18. Approval by City Commission. Buyer acknowledges that pursuant to Section C- 8(B)(1) of the City Charter, this Agreement must be approved by the City Commission following the holding of an advertised public hearing. Buyer shall execute this Agreement prior to Seller placing this Agreement on an agenda for the City Commission's approval. Buyer shall have the right to withdraw this Agreement for consideration by the City Commission by providing notice to the City prior to the City Commission approving this Agreement. [Remainder of this page intentionally left blank. Signature page(s)follow(s).] Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date. SELLER: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By: Rusty Johnson, Mayor Attest: Melanie Sibbitt, City Clerk Date: FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, APPROVED AS TO APPROVED BY THE OCOEE CITY FORM AND LEGALITY THIS DAY COMMISSION AT A MEETING HELD ON OF , 2019. , 2019 UNDER AGENDA ITEM NO. SHUFFIELD, LOWMAN AND WILSON, P.A. City Attorney BUYER: MERITAGE HOMES OF FLORIDA, INC., a Florida corporation By: Print Name: Its: Date: , 2019 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 S-1 ESCROW AGENT: The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Instructions, agrees to act as Escrow Agent under such agreement in strict accordance with its terms, agrees to insert as the "Agreement Date" on page 1 thereof, if not otherwise dated, the latest date such agreement was signed by Seller and Buyer. SHUFFIELD, LOWMAN & WILSON, P.A By: Print Name: Its: Date: , 2019 CLOSING AGENT The undersigned Closing Agent hereby accepts the foregoing Purchase and Sale Agreement and Joint Instructions, agrees to act as Closing Agent under such agreement in strict accordance with its terms, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby. SHUFFIELD, LOWMAN &WILSON, P.A By: Print Name: Its: Date: , 2019 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 S-2 LIST OF EXHIBITS EXHIBIT "A" LAND PARCEL LEGAL DESCRIPTION EXHIBIT "B" DEED EXHIBIT "C" NON-FOREIGN AFFIDAVIT EXHIBIT "D" GENERAL ASSIGNMENT Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 List of Exhibits—Page 1 EXHIBIT "A" LAND PARCEL LEGAL DESCRIPTION [Pursuant to Section 4.1.4 of the Agreement, once the parties agree on the legal description of the Land Parcel the same will be included as Exhibit"A"by amendment to the Agreement] --;ter fV r a y P1 J ; �., t r � ;. 1. Otcse Vista Pkwy _ t �`�'. + l :' ` *- ft rlv.str+ Inv InikrnovOz otFlorida t,ac City Of Oeaee f ctiv 3 I-- City O(f , opo« Pt' ti+ Sitiost tr,vsns►+RsOf Florida kit Exhibit A—Page 1 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 EXHIBIT "B" THIS INSTRUMENT SHOULD BE RETURNED TO: Meritage Homes of Florida 8800 E. Raintree Drive, Suite 300 Scottsdale, Arizona 85260 Attention: Florida Regional Counsel TAX PARCEL ID. NO.: SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made and executed on , 20 , by the CITY OF OCOEE, FLORIDA, a Florida municipal corporation (hereinafter referred to as the "Grantor"), whose address is , to , a(n) (hereinafter referred to as the "Grantee"), whose address is Wherever used herein the term "grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations, partnerships (including joint ventures, public bodies and quasi-public bodies) WITNESSETH: THAT Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, alienate, remise, release, convey, and transfer unto Grantee, all of that certain land lying and being in the County of , State of Florida, to-wit: See Exhibit "A" attached hereto and made a part hereof by reference (hereinafter referred to as the "Property"). TOGETHER with all buildings, structures, and improvements thereon and all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection therewith, including, without limitation, all (i) development and concurrency rights and credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water capacity, sewer, wastewater and re-use water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and permits relating thereto, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected thereto, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced therefrom. TO HAVE AND TO HOLD the same in fee simple forever. Exhibit B —Page 1 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 FURTHER, Grantor hereby covenants with and warrants to Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property, and hereby fully warrants the title to the Property and will defend the same against the claims of all persons claiming by, through or under the Grantor; and that the Property is free and clear of all encumbrances except: (i) taxes for the year of this instrument and thereafter; (ii) zoning and other use restrictions, conditions, or requirements now or hereafter imposed by governmental authorities; and (iii) without re-imposing same, those matters appearing on Exhibit"B" attached hereto and by this reference made a part hereof. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly executed as of the day and year first above written. GRANTOR: Signed, sealed and delivered CITY OF OCOEE, in the presence of: a Florida municipal corporation Print Name: By: Rusty Johnson, Mayor Print Name: Attest: Melanie Sibbitt, City Clerk FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 . 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 well known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, 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. They are personally known to me. Exhibit B —Page 2 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 WITNESS my hand and official seal in the County and State last aforesaid this day of , 20 Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal):_ Exhibit B —Page 3 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 EXHIBIT "A" TO DEED LEGAL DESCRIPTION OF PROPERTY Exhibit B—Page 4 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 EXHIBIT "B" TO DEED PERMITTED EXCEPTIONS Exhibit B—Page 5 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 EXHIBIT "C" NON-FOREIGN AFFIDAVIT STATE OF ) ) ss. County of ) The undersigned, as authorized agent of , a(n) ("Transferor"), after being duly sworn upon his oath deposes and says that: Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform , a(n) ("Transferee"), that withholding of tax is not required upon the disposition of Transferor's interest in a U.S. real property interest, the undersigned hereby certifies the following: 1. Transferor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust, foreign estate, or other foreign person within the meaning of § 1445 and § 7701 of the Internal Revenue Code and the treasury regulations promulgated thereunder; 2. Transferor is not a disregarded entity as defined in Treas. Reg. § 1.1445-2(b)(2)(iii); 3. Transferor's U.S. taxpayer identification number is: ; 4. Transferor's business address is: Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury Transferor declares that it has examined this certification and to the best of its knowledge and belief this certification is true, correct, and complete. The undersigned agent declares that he has the authority to sign this document on behalf of Transferor. Remainder of this page intentionally left blank. Signature page(s) follow(s). Exhibit C—Page 1 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 TRANSFEROR: Signed, sealed and delivered CITY OF OCOEE, in the presence of: a Florida municipal corporation Print Name: By: Rusty Johnson, Mayor Print Name: Attest: Melanie Sibbitt, City Clerk FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 . 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 well known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, 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. They are personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this day of , 20 . Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal):_ Exhibit C—Page 2 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 EXHIBIT "D" GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT (this "Assignment") is executed as of the day of ,by the CITY OF OCOEE, FLORIDA, a Florida municipal corporation in its capacity as the owner of the Real Property (as defined below) and the seller of the Real Property and not in its capacity as a governmental entity with jurisdiction over the Property ("Assignor"), to and for the benefit of , a(n) ("Assignee"). WHEREAS, contemporaneously herewith, Assignee is acquiring from Assignor certain real property described in Exhibit "A" attached hereto (the "Land Parcel"), together with all of Assignor's right, title, and interest in and to: (a) all buildings, structures, and improvements thereon, if any (the "Improvements"); and (b) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with any of the Land Parcel and/or any of the Improvements, including, without limitation, all (i) development and concurrency rights and credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water capacity, sewer, wastewater and reuse water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and permits relating to any of the Land Parcel, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to any of the Land Parcel, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from any of the Land Parcel (collectively, the "Real Property"); WHEREAS, in connection with the foregoing acquisition, Assignor desires to transfer and assign to Assignee all of Assignor's right, title, and interest, if any, in and to certain items and rights applicable or relating thereto, all as hereinafter provided. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor, without representation, warranty or guaranty of any kind except as set forth in the Purchase and Sale Agreement and Joint Instructions pursuant to which this Assignment is executed by Seller, hereby grants, sells, transfers, and assigns unto Assignee all of Assignor's right, title, and interest, if any, in and to that certain intangible property owned by Assignor or used by Assignor exclusively in connection with all or any portion of the Real Property, including, without limitation, all of Assignor's right, title, and interest, if any, in and to: (a) all existing and/or draft plats, maps, site plans, improvement plans, drawings and specifications, and development rights and credits relating to the Property, (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting any portion of the Real Property; (d) all transferable guarantees, warranties, and utility contracts relating to all or any portion of the Real Property, and Assignor agrees not to release, waive, or alter the liability of any persons providing such guarantees or warranties from and after the date of this Assignment; and (e) all intellectual property and rights Exhibit D—Page 1 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 related to the Real Property, including, without limitation, the right and claim of Seller, if any, to any name(s) used by Seller to refer to the Real Property or the subdivision thereof, and any derivatives thereof. This Assignment is binding upon the successors and assigns of Assignor and will inure to the benefit of the successors and assigns of Assignee. Assignor hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, and its successors and assigns, any new or confirmatory instruments and take such further acts as Assignee may reasonably request to evidence the assignment contained herein. Nothing contained herein shall be construed as a waiver or attempted waiver by Assignor of its sovereign immunity under the constitution of the laws of the State of Florida. This Assignment shall be governed by and interpreted under the laws of the State of Florida, without regards to its principles of conflict of laws. ASSIGNOR: Signed, sealed and delivered CITY OF OCOEE, in the presence of: a Florida municipal corporation Print Name: By: Rusty Johnson, Mayor Print Name: Attest: Melanie Sibbitt, City Clerk FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 . 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 Exhibit D—Page 2 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 Melanie Sibbitt well known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, 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. They are personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this day of , 20 Signature of Notary Name of Notary(Typed, Printed or Stamped) Commission Number(if not legible on seal):_ Exhibit D—Page 3 Prairie Lake 00-Manage Purchase Agreement(v5)S 022619 EXHIBIT "A"TO GENERAL ASSIGNMENT Legal Description Exhibit D—Page 4 Prairie Lake 00-Meritage Purchase Agreement(v5)S 022619 DERANGO, BEST & ASSOCIATES PROFESSIONAL REAL ESTATE APPRAISERS, ADVISORS &CONSULTANTS I 60 I EAST AMELIA STREET, ORLANDO, FLORIDA 32803 April 17, 2018 Mr. Craig Shadrix City Manager City of Ocoee 150 N Lakeshore Drive Ocoee, FL 32761-2223 Re: Appraisal of a vacant 8.5+ acre tract located at the northeast quadrant of A D Mims Road and North Clarke Road, owned by the City of Ocoee, in Ocoee, Orange County, Florida. Dear Mr. Shadrix: As requested, we have completed our appraisal of the above referenced property. The attached appraisal report provides the data and reasoning employed in formulating our value estimate. Our appraisal has been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP)and Appraisal Institute Standards. The purpose of our appraisal is to estimate the current market value of the fee simple interest in the property. The intended use of the appraisal is to assist the City of Ocoee with information and guidance in decision making for a possible sale of the appraised parcel. There are no other intended uses or intended users of our appraisal. The value reported is qualified by certain assumptions, definitions, limiting conditions, and certification statements that are set forth in the attached report. We estimate that the "as is" market value of the fee simple interest in the property, effective as of April 15, 2018 ,to be: $1,105,000 Thank you for this opportunity to be of service. Respectfully submitted, DERANGO. BEST 64 ASSOCIATES Daniel R. DeRango, MAI, CCIM Cert Geri RZ1054 18-'34 (407) 895-6650• FAX(407) 898-8467 • MAIL@Q.,DERANGOBEST.COM TABLE OF CONTENTS EXECUTIVE SUMMARY 1 EXTRAORDINARY APPRAISAL ASSUMPTION 3 PROPERTY PHOTOGRAPHS 4 INTRODUCTION 7 SCOPE OF THE ASSIGNMENT 7 LEGAL DESCRIPTION 8 OWNERSHIP AND SALES HISTORY 8 MARKETING AND EXPOSURE TIME 8 NEIGHBORHOOD OVERVIEW 9 OVERVIEW 9 ACCESS 0 CONCLUSION 10 UTILITIES AND SERVICES 10 REAL ESTATE TAXES 13 ZONING AND FUTURE LAND USE DESIGNATIONS 14 DESCRIPTION OF PROPOSED IMPROVEMENTS 15 15 HIGHEST AND BEST USE 16 LEGAL CONSIDERATIONS 16 PHYSICAL CONSIDERATIONS 16 CONCLUSIONS 16 APPRAISAL PROCESS 17 ANALYSIS 22 CONCLUSIONS 23 ADDENDUM 24 LEGAL DESCRIPTION 25 LETTER OF INTENT TO PURCHASE 28 GENERAL ASSUMPTIONS&LIMITING CONDITIONS 30 STANDARD 30 ENVIRONMENTAL 31 OTHER 31 DEFINITIONS 32 MARKET VALUE DEFINITION 32 PROPERTY RIGHTS APPRAISED 32 CERTIFICATION 33 QUALIFICATIONS OF APPRAISER APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 1 EXECUTIVE SUMMARY ..\\_ , .t ., .,_,\,..) il , 4 -"W 1 ' •••••!V t;:_•- ::: /.4,"'N. ''-----..---"-- 4bbl'''40p .. , ..;,,*-4:; 1• ,AJ r 1,' _ �-- , •''4R'w ,I it 1 ii , ;t/i).I•. Subject ti,, 1'"9'11 `' r { ., +1 z-1J _ ,— t+tt OP , . ,,' y`. fp t':'.�, .,� , ' 1 girtI RJ 4 crib., 11� ' .- 1l% yyy irlialt VI? L I .,111ltt,IMII Iu11%,' .ti1�11 .. `` * ,>;: i ' ' .1 r �' l+-4 'ilii\-0 1 !, .1 )`,.'. '�' .,/.� '�! _-ft �litA.,�t�. �� � � Vit._. -n `� r�•"-- \ '^• -b lit ' l, i1CIL117 ,4 074.0 01 , ti,,,, , , 114 R IAS � itLthi , ,is` I to --.R1-0/1136401,1; ;x$4.1 C ,1 --.olgROs 1 At,c•� t4' t _i w ,e+n ® f R Boundaries are approximate. PROPERTY LOCATION: The property is located at the northeast quadrant of A D Mims Road and North Clarke Road in Ocoee, Orange County, FL. SITE DESCRIPTION: The tract is irregular in shape and consists of 8.5± acres. The parcel is part of a larger 12± acre tract. The appraised tract is generally level and appears to drain well. All utilities are available. ZONING/LAND USE: The property is zoned PUD-COMM, Commercial, by the city of Ocoee. The site has a corresponding future land use designation of Commercial. A prospective purchaser (Beazer Homes) intends to develop the site with 38 single family residential lots (see following page). We have appraised the property under the extraordinary assumption that the property can legally be approved and developed as a subdivision. 18 134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE,ORANGE COUNTY, FLORIDA PAGE 2 CONCEPTUAL SITE PLAN: 4'y, { 11/11./..54 A; OCOEE VISTA MIN 4.9- :•1;4=: ' 1 39 93 3, ':::***144* ,,C\9. ......, )) S4• GO 1a..w-.u......� SS .,.....,....,.,o..4,.n....H..m .. y6 M ri 37 ,1 443 d# ' al\ x >4 ` t` t s i 1,1.6111-1AO.Itl.u•aV!- !) 1 6411.4 ,..0 6 II 4 x( la 31 )! 6 1) 9 .1 01J • 11 • 14 • n"S < 1)MCFrS q u n I\ 16 p ! 5, ,S i tN` '1 •,w+nu ).111.114,.1,4(.1.011,..1111(11 f MItpSIJ! Llt 1R.fM14•1iflfUlk\4411.6uvcauu SCI f 0 NAtl11 I n11 I _ Conceptual Site Plan KI3AlN(INII MYN< INC. 'H ../46.,1'.• Prairie Lake West CONCEPT 1.07A HIGHEST AND BEST USE: Residential development based on the assumption that the site can be legally approved and developed as a proposed residential subdivision (see Extraordinary Assumption). DATE OF VALUE: April 15, 2018 VALUE ESTIMATE: $1,105,000 See Extraordinary Assumption on the following page. l • ! 18-134 I APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 3 EXTRAORDINARY APPRAISAL ASSUMPTION Based on information provided by the City of Ocoee Officials, it is our understanding and assumption that the property can legally be approved and developed as a residential subdivision consistent with the plans provided by the prospective purchaser. Further, the City of Ocoee will provide Ocoee Vista Parkway right of way along the perimeter of the appraised property. We have assumed the above to be materially accurate for purposes of our appraisal. Should the use, density of development planned or noted infrastructure plans vary materially, our value estimate is subject to review and possible revision. 18.134 1 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 4 PROPERTY PHOTOGRAPHS r '.\ '''t {/t -• 1 �l� f 6 ,,1 � f tot APr. es:- , { * VIEW OF SUBJECT AT OCOEE VISTA PKWY TERMINUS - _ • • I ;I I ,i , . •1,,•::a" i .. SOUTHWEST VIEW OF SUBJECT ALONG OCOEE VISTA PKWY 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 5 VIEW WEST ALONG OCOEE VISTA PKWY(SUBJECT TO RIGHT) • Sim VIEW EAST ALONG OCOEE VISTA PKWY (SUBJECT TO LEFT) 18 134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 6 .. .L VIEW WEST ALONG AD MIMS ROAD(SUBJECT TO LEFT) i 4,a' r It , VIEW EAST ALONG AD MIMS ROAD(SUBJECT TO LEFT) 13-734 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 7 INTRODUCTION _, •..olli Ap n1i.f I \,ennl Ir 11r,r11+1s I+1'11,11 11)1' fillnnY'Nn /kavr..-:rr IJ4r4,1•ntn 1.4 I annnw ".horn. �w (un Ottimin•,tow n 1,41ni 9 IYvrr l W Mn I:141Mn fii) Katy l f111 Gard+ r.. Oakland NIP Mg l Min Suect :_n fds wb nnM1 Mk!rYMr vJm'a n a 4'701f�nl Poi 0© _" I NI.4da Orlmi(IO f r41n trn ll:dy lmnl[� WrMp•nlrm Ipnr,rnrr`� In4tlrw I k•r4!.t r•.; • l+krw+rnl 9II+4rrtud 9 lop MN., 1%4.4 key.t+a1n fmf�ylr 1 Ammo,.a 1Ma•4r ' 1 we Ia^tn•1 SCOPE OF THE ASSIGNMENT DeRango, Best & Associates has been requested by the City of Ocoee to prepare an appraisal of an 8.5± acre tract located at the northeast quadrant of A D Mims Road and North Clarke Road in Ocoee, Orange County, Florida. The purpose of this appraisal is to estimate the current market value of the fee simple interest in the property under the Extraordinary Assumption that the site can legally be developed as a residential subdivision. In arriving at our value estimate, we have prepared the Sales Comparison Approach to value, which is the only applicable approach for vacant land. To value the property, we have compiled and analyzed data pertaining to the west Orange County market and the subject area in particular. This information plus that gleaned from the relevant and broader marketplace provided the basis of our valuation. Sources of information included Microbase, CoStar, Loopnet, the Orange County Property Assessor's Office and other published sources. The scope of our appraisal also included an inspection of the property and the neighborhood. 1R-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 8 LEGAL DESCRIPTION Lengthy. Please see addendum. The legal description provided is for the 12+acre larger parcel that includes the appraised 8.5+ acre property. OWNERSHIP AND SALES HISTORY The appraised property is part of a larger tract that was transferred in December of 2006 from Silvestri Investments of Florida, Inc. to the City of Ocoee, Florida via a non-arm's length transaction (under threat of condemnation) as recorded in the Orange County Official Records Book 9042, Page 2538. No other transactions have been recorded for the property in the past five years. There is currently an offer to purchase the site by Beazer Homes for a price of$1,100,100. The purchase price is based on approvals for 38 single family lots and will be adjusted by $28,950/lot in the event the total count is more or less than the estimated 38 lots. The prospective purchaser provided a Letter of Intent outlining the terms of purchase that is included in the addendum of our report. MARKETING AND EXPOSURE TIME1 We estimate the marketing period for the property at the value estimate cited herein to be within 12 months. This time frame recognizes that the conclusion of the market values will remain at the same level throughout the marketing period. This estimate is premised on active promotion of the property during this period. Furthermore, we estimate the exposure time of the property to he 12 months. 1 EXPOSURE TIME: the estimated length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 9 NEIGHBORHOOD OVERVIEW • (4',74) knout Lake Golf Club nsknr,P. n.i • of Subject • Ocoee (ira) /N ML.•...t () ftiattda'S Turnpike td 1. tiogand%M. West CxPY r yyst�rssa �h�nJ OVERVIEW The immediate neighborhood is the city of Ocoee, to the west of Orlando. Ocoee is the third largest community in Orange County, and is largely developed with residential subdivisions that are owner occupied. The area has been developed since the late 191h Century, and has a historic downtown area with several buildings that are on the National Register of Historic Places. The surrounding area has historically been developed primarily with citrus groves. However, since 1990, the area has seen substantial residential growth, which has, in turn, created a need for additional retail and commercial uses. Major uses include the Health Central Hospital and the West Oaks Mall.The market has been strong in the last two to three years and growth in the area has been at a strong pace. 1B-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D Mims ROAD AND NORTH CLARKE ROAD OCOEE,ORANGE COUNTY, FLORIDA PAGE 10 ACCESS The neighborhood has good access from State Road 50, Florida's Turnpike, State Road 408, and State Road 429. State Road 50 is also known as West Colonial Drive is a primary commercial corridor and provides east-west traffic through the neighborhood. Florida's Turnpike is the primary north-south highway through the center of the state, connecting north Florida to the Miami Area. The Florida Turnpike interchange with State Road 429 is located to the southwest of the subject. State Road 408 (East-West Expressway) runs east-west through the Orlando metro area, connecting the neighborhood to east Orlando and the downtown Orlando business district. State Road 429 (Western Beltway) encircles the west side of the Orlando metro area, and provides direct access to Interstate 4 to the south near the Walt Disney World Resort area and with U.S. Highway 441 in northwest Orange County. This roadway is currently being extended up into Lake County, and will eventually connect with Interstate 4 in • Seminole County, and will provide the Orlando metro area with a true beltway system. The immediate neighborhood is primarily residential in character with a mix of middle tier priced single-family residential medium density projects. To the north and east of the property is the Prairie Lake Reserve PUD that includes town-homes built in 2014 that are selling in the $200,000 to $211,000 range. To the south is the Reserve planned development with single-family homes built in the 2000's and selling in the $180,000 to $280,000 range. To the west is the Reserve at Meadow Lake planned development with single-family homes built in 2012 and selling in the $230,000 to $440,000 range and townhomes built in 2011 selling in the $165,000 to $210,000 range. The appraised parcel is also within the original area of the Prairie Lake planned development and was targeted for retail uses with up to 125,000 SF. Other development in the area includes the Jim Beech Recreation Center to the west of the property, a City of Ocoee fire station immediately to the north and a Publix anchored retail center to the south at Clarke Road and Silver Star Road. CONCLUSION The neighborhood is in the growth phase of its life cycle, and the level of demand for new residences is strong. The overall outlook for the defined neighborhood is good. a-1;34 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 11 PROPERTY OVERVIEW 1.,,IINt ,,,,/,,,(.\ . ''. J,,. / . .'. ' 1 poi ei,,„*.i,;,,,,'-::::::;/,,!*,!..;`'':='' .!, ' %---,1 1,11 ; 1 / I ' - '''''''''`* ,. ,4„js, e, , ,, *-1, , ,,, ,,,t, Af. _.,.....• it 'giVii i y 1 a t40 It i ' * A A�1,114..± 1„wy�� y` I , 111. 441Sr. ).\ ' '01 'k,''' ri'IS. ' it I ". yy.xy��l� 1 "re .1gIF I �"� r / MN1 ,,P - ; .. ` ,. �A . rs TT '!.#�.0,0mo = . 67 Boundaries are approximate. Location The property is located at the northeast quadrant of A D Mims Road and North Clarke Road in Ocoee, Florida. Size/Configuration The 8.5± acre tract is irregular in shape and is part of a larger 12± acre parent tract. The site has approximately 420 feet of frontage along the north side of A D Mims Road and a depth of about 880 feet. The appraised tract abuts two vacant sites to the west, residential subdivision to the north and east and a CSX rail line to the south. Access and Exposure Access to the site is planned to be along Ocoee Vista Parkway as part of the development of the site. Ocoee Vista Parkway is a two-lane undivided residential roadway that provides the Meadow Lake and Prairie Lake Reserve subdivisions access to North Clarke Road. The site has exposure along the north side of A D Mims Road, a two-lane divided roadway with center turn lanes but is separated from the road by the noted rail line. Ocoee Vista Parkway provides access to North Clarke Road just west of the appraised site. 18.134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 12 Traffic counts along A D Mims Road near the subject average 6,000 vehicles per day and North Clarke Road is reported at about 14,000 vehicles per day. Note: As part of the pending LOl/offer to purchase, the City of Ocoee would provide right of way for the Ocoee Vista Parkway extension along the perimeter of the appraised site I (see Extraordinary Assumption). Topography and Drainage The site has a generally level topography. The site appears to drain well and has sandy I well-draining soils per a review of the Orange County Info map provided data. Flood Hazard National Flood Hazard Layer FIRMette ___. w "" l �,,,A,3, I'1?!�1r1 Legend SH..«1.«.../oo.«...N S.t(1LL,1000 w.i er,xern. NA/MOMW istolit wawa) 5.1•0471. ., 'i ` ,. ».......••q»e�I,' 1311 � \ t N• ':::-:: fail 011,010(410/ .1 oiy,� ��•., 1 11000101./4•10 ,f!4 t... J MR WAS Y.•l wa•.nr..r,r e,aru,N (•� SIR1410013 wr., L1 : •1.o.. .. r . . S MD,..,tOeH1-v9,,, •, t--••-•..,,,•.M.1.1 e! P.,‘ w+f^ to.....art 114146 rO,vHb bN,0' 10:0,10r.„r, J i , I'1 • `" . !•.....lob 1„..1,31•71:11. .HnO Vf eM r1'NlIIN wN "I,t 1 1 '� ...I ,,` . .} .T 4 i I, i .:1.y -!,'...1.',47.-X:'.74.7,="'7,.."„';.-Z,,..y./ 'S.^i , , ,` , A4- , p ve.:-.♦ , , r f .iswe.r,k,. ,.r..n3ln.Ha .sM� 'l' �, "t# a. Irl�w nn1q 41/w...:•1::+1,rwr.a ., ..rGe, j.. - p .-, f , .111 4.a 1 t. -I l Mb• n•>.N-HM/,r f,.Iola ., 41 i• n� " Ir.' .':N t;;io:''••.'i•'.fI-;,"MNrw4.' Sc � • /,1.P� r ^y• bn'e,ure.•..onNe,rrw «! y��� y� �[y�l7 ...,::::;;17,7..0.��rt r..n«wHN•e,f k. _. t ..',.` Y. }�, '•• _1 t J 1.kFi �:1D 71 9n'IuW A+n0.�ZZr.,'R1f3�' i »I1nn ,e i0014ildectN ik,+tC4well. :. 0 240 400 IMO 1.500 2 COO 10.000 Based on the Flood Insurance Rate Maps of the National Flood Insurance Program, Community Panel No. 12095CO210F, effective September 25, 2009, the site is within Zone X, a minimal flood hazard area. 18-1 J4 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 13 EASEMENTS AND ENCUMBRANCES We have not been provided with a survey or title search for the property. To the best of our knowledge, there are no adverse easements or encroachments encumbering the site. UTILITIES AND SERVICES There is an existing 12"water main along the east side of Clarke Road as well as a gravity sewer line and a 16" reuse water line. There is also an 8" water line running along the access roadway to the immediate north of the site and a 16' water line along the south side of A D Mims Road. These lines are serviced by the City of Ocoee. All utilities are available to the subject site. REAL ESTATE TAXES The larger parcel that includes the subject is assessed for ad valorem property taxes by Orange County and the city of Ocoee. (The parcel is owned by the City of Ocoee and is therefore exempt from taxes at the date of appraisal.)The 2017 Real Estate taxes for the parent tract are shown as follows: 2017 Real Estate Taxes Parcel No. 09-22-28-0000-00-056 Land Value $555,737 Building Value $0 Extra Features $0 Assessed Value $555,737 Exempt Value -$555,737 Millage Rate 18.2065 Ad Valorem Total $10,118 Non-Ad Valorem Assess. $0.00 Total Taxes and Assess. $0.00 18-134 1 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 14 ZONING AND FUTURE LAND USE DESIGNATIONS .-may p .it' `t�`4'4 i 1-0 rrlfrri/ff,,,,�`� or ..: 1,.. .....:::.!,1„,, „tvosiiik::::.,:;,:i..4:::.....iiiiiiii6;i :i.:...„ . .::: ___, .. N.,... zili,tt, -- , '. I ,. ZONING FUTURE LAND USE The property is zoned PUD-COMM, Commercial, by the city of Ocoee. The future land use designation of the property is Commercial. The land use designation is consistent with current zoning. Note: Though the parcel is currently zoned for commercial uses, based on information provided by the City of Ocoee Officials, it is our understanding and assumption that the property can legally be approved and developed as a residential subdivision (see Extraordinary Assumption). 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 15 DESCRIPTION OF PROPOSED IMPROVEMENTS The site is proposed for the development of 38 single family lots as shown on the conceptual site plan below. The development will also include a playground and open space areas in the center of the site. The project is made up of lots that average 40' in width. The proposed project density is 4.47 units/acre. We note that the remaining 3.24 acres at the signalized corner of Clarke Road and A D Mims Road will continue to carry a commercial zoning and land use designation. OCOEE VISTA PR WY 1- ,•' 4 ��,� o037.544' i'}(c% n.1.'m. wr• rr+Nm..V.. Si 35 J6 \ ,7 , a J 7 % haiii ,S ii •l '� 1'R 1(111.I AKir NI-M.:VF r 1 '4,� 7 07 n.,.avc n 0 ‘ 7 Al )C l/ !1 ■ iro9 j r .1 } OW !{ r/ I 6ys' 0MrlCkFt ` ro ■000. 1 7 1, ,I; iiY p 3 i r y `x III/It ( rm....10.0111•5R a,t111111 777 ".,,e ! l•Ji kV I.0(,wl 1050.5/.0 rift 11110(51011..1.51.14 T Nu111, • ^r '7A I Nf.INF f SING,R.C. 0 ' I , Conceptual Site Plan „�,.. '`w';d• r r....r7 Prairie Lake West : -r^.1.-rrn APO. CONCEPT 1.07A ( 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 16 HIGHEST AND BEST USE In estimating the highest and best use of the property,we have evaluated those uses that are legally permissible, physically possible, economically supported, and which would result in the highest return to the land. In appraisal practice, the Highest and Best Use Analysis is the foundation upon which the valuation of a property is based. Legal Considerations The property is zoned PUD-COMM, Commercial, by the city of Ocoee. The site also has a Commercial future land use designation which is consistent with the current zoning. However as noted, we are of the understanding and assumption that the site can be legally approved and developed as a residential subdivision consistent with the project proposed by the prospective purchaser of the property. Physical Considerations The physical considerations affecting a site generally address the type and size of development that a particular site will support. The appraised tract has 8.5+ acres and has good access and average exposure to Ocoee Vista Parkway and additional exposure to A D Minis Road. The property has an adequate topography and soils for development. All utilities are available to the property. The tract is physically suited for development. Economic Considerations The property is within the City of Ocoee, an area that is experiencing significant growth and development, some of which occurred in the past five or so years. The long term outlook for the neighborhood remains positive. CONCLUSIONS The highest and best use of the site is for residential development based on the assumption that the proposed subdivision can be legally approved for development (see Extraordinary Assumption). Though the property presently has a commercial zoning it is surrounded by residential uses and has limited access due to the rail line along A D Mims Road traffic exposure along the two roads. The 8.5+acres excludes the signalized corner of A D Mims Road and North Clarke Road which is the most likely commercial location for the larger parcel that includes the appraised lands. Therefore given the surrounding land uses and activity in the area, the highest and best use is for residential development to a density in line with surrounding subdivisions in the neighborhood. 10-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 17 APPRAISAL PROCESS In the appraisal of tracts of vacant land, the only applicable approach to value is the Sales Comparison (Market) Approach to value. The Sales Comparison Approach is predicated upon prices recently paid for similar properties.We have researched and analyzed recent sales of properties that have similarities to the appraised property for comparison purposes. The immediate neighborhood is mostly developed at the date of appraisal. We therefore expanded our sales search to other areas in greater Orlando with similarities to the subject neighborhood. The available comparable sales are shown on the following map. A land sales chart and discussion of each sale as it compares to the property follows. LAND SALES MAP ., ___.... .. •treys uiq toes.,,. dni r rlrrrM •,+ r.. Efir Sale 1 ++� IMrFlsrrl oM•vm Wnlr+Par. Contract 2 14,q,{sl Orlando rah..P.v/ n'y Subject G_7 6 IMrCw,4•tlny lky O.* .1" I. r,aNk +• uy+.R. fhla10,1 'Opole V e»r vnu rro•�rrl In1..r,n„ 0 4,9 ITA. T LMar<xy IJAa+sin run 18-134 I APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 18 I COMPARABLE LAND SALES Subject 1 2 3 4 Northeast quadrant of A North skin of Clarcona North side of SIMer Star Along the soul!,skis of 13th tkvvU dill 4uadtui4 ul Stats Location Mms Road and East Ocoee Road at the terminus North just east of HlgNard Road 426 and Stale Road Clarke Road of N.Clark Road Road east of N Clark Road Aw+n;xt 417. City,County Ocoee.Orange County Ocoee,Orange County Ocoee,Orange County Apopka Area,Grave Oviedo Area,Seminole County County — Buyer Bearor Homes D R Horton Confidential Brixton Landing LTD M:rtiayrr Haines of Florida, kr setter Clty d Ocoee Ocoee Development MJax Silver Star LLC Wary F.Darktns 6 Shuwml CSL Laud General LLC Kermit Jackson Sala Oat. Offer for Purchase0.O1 Jun-17 Pending Contract Mer-16 Llec-10 Sale Price 81,100,100 13,071,300 $1,500,000 3990,000 32,050,000 Financing Terms Cash to Seiler Cash to Sotlur Cash to Seller Cash to Seiler Cash to Seller Sale Condition* Market Markel Market Market Market O.R.eookiPage N/A ^-„ 2017031447601 Pending Contract 20160178177 2018133268 Land Size(Acres) 8.50 33.93 18.50 10.43 13.00 Crisham/ea. Irregular.Abuts _..�..� .4"""`. —'---- CSX Rad kala to south kregUler Slightly I regular Rectangular tangutar Rectangttar Topography Generally Laval Generally Level Generally Leval Gonorally Land Goner:ay Level AD Mins Road and N. Clwcena Ocoee Road end Road Frontagesome Hobson Road(north Steer Star Road East 13th Shoot SR 426 and SR 417 Clarke Road Portion of eget. � Utilises All Available All Available _ Al Available Al Available Ad Available _- --• Zoning POD Comm',Ocoee PUD•LD,Ocoee C-2,Ocoee R-3,Orange County PD,Seminole County Future land Use(FLU) designation Commercial' Low Density Reaibntiel Commercial Lav-AMdknn Density tonin Density Residential ------- Ftmidertfal Proposed Use 38 Lots.average 40' 140 Lots- Oak Trail 50 Lots,50'wide Ocoee SeniorApartments.80 38 Lot Subdiviska+,Park width Reserve Landings Units,Brixton landing Place al Nome Dens,rytAcrs 4.47 4.13 3.03 7.67 2.92 Price/Unit $28,950 $21,938 $30,000 $12,438 F $70,000 !Price/Acre $129,424 190,519 $90,909 (95,398 3204,615 'Ocoee officials confirm Located south of the potential for re-zoning.. sunneA panda larger The sae has approx.2.38 Developedw Located north of 8ru subject acres of wetlands al din a 36- Comments LOI includes provisions ludsite that all include homesile sinele-famiN Has frontageider the for Seller to provide road g omme crcial sites strutti southern boundaryDansty West Orange Trail pry usouee euro is U.a resdenlip subdivision cher extension and access to shopping Center to the west. purchase. utilities. Rezoned for PD approval units/acro. COMPARISON • Marketing Con/News Apr-18 Somewhat lidorior Sim der Werra inferior Terms of Sale Market We-ket f,iarkel Markel Market Location Northeastern Ocoee Stroller Similar krferior Superior Land Sze(Acrest 8.30 Larger(r 1 Larger(e) Larger(.) Larger(+) Configuration 1regutar.Abuts _...._ CSX Rat line to south. Similar Similar Stellar Similar Topography Generally Level Similar Similar Simile' Superior Access S Cxpuwre AD Mms Road and N. Sirniar — Clarke Road Superior Similar Superior Protect Density 4.47 Similar Lower Higher Lower Utilities Ail Available Stall r Similar Similar Similar Overall Comparison Subject Inferior Similar Similar Superior 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 19 Land Sale No. 1 is located on the north side of Clarcona Ocoee Road at the terminus of N. Clarke Road in Ocoee, Orange County. This 33.93± acre site was purchased by DR Horton in June of 2017 for $3,071,300, equating to $90,519/Acre. The site has frontage along the West Orange Trail. .r• a 't woo. I:41/17r I u r,mleao3!,'''.1 gni Citvfl �g • °r GUxx:lu cf lu. [12D Pr .,Ya1k�r � , Ir, y/a �. ,� qi �„ 9it r.- Fled:A—hilt t t,' I',FO, 0 .r'' rq r N pm, ll iitif,, '.� t .� l:�i IIF" ap i.�,t. f II •t °laSi. t1' 0 ,.—.....::-......:::17-_-.�' o�. ♦ �w g.tor' IRS' 0 ,X+.AIe-N(MIM.r'..n.�{�N.�,i,rl�� '�.��� �. ��`� �.' �I�11110 1R lR1�iAlIN ii Pmfor.N.P Rr ! . °F, hili ,'; ''simwrAummial, fgt. I si Pending Contract No. 2 is located on the north side of Silver Star Road, east of N.Clarke Road in Ocoee, Orange County. This 16.50± acre site is under contract for $1,500,000, equating to $90,909/Acre. The site is a part of a larger site that will include commercial sites abutting a shopping center to the west. . (671rIrtiVirelWi- '' 1.� '• 1 rrOPFS\' jj /4 !ofyy r1.1 . 'war,. IL�. ,I �,w 115: M .j::, tIFIr :2-, pay:�;� k 14 J/43'41144! '41144! '' oi , j'1 ",,x:111 l F_ 1.;,,,f,. gi l*+ »! ,i .,Ir, j/ �.,�. I8-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 20 Land Sale No. 3 is located along the south side of 13th Street just east of Highland Avenue in Orange County. This 10.43± acre site was purchased by Brixton Landing LTD in March of 2016 for $995,000, equating to $95,398/Acre. Approximately 2.36 acres of wetlands is located along the southern site boundary. a. t11Q c Y ' ii■OiW�— 1 11 f 1, , � -— 11 • 1.11111,001 ,A�AC�- 1616'. ,a pis ._ . : 4 , , Ai } , 4 ii I, n. i.,,,..,:;.., ,,1 " rr -_ _. -_..i- ..tit ' —11 r !-,, I WNl Land Sale No. 4 is located at the southeast quadrant of State Road 426 and the Central Florida Greeneway (SR 417) in Seminole County. This 13± site was purchased by Meritage Homes of Florida, Inc. in December of 2016 for $2,660,000, equating to $204,615/Acre. The site was purchased for development with a 38-lot single-family residential subdivision. — ,, , — ,• +. .r"I j i S . , . X ' 1 -; f ` ' ' 1'ri' 'a i�l7w� a ,I tt f • •l F � 1- , , kw a ''r ,►At- " ' ' ° 0'' "I" 40 ., il ; mq•41i ' , 1 III ,w4. .4 ,- - / • t r . 7. a rr ` . p:. tl ...4 , „,, , . i__,:: , . , .,,, , • . , ,..._....,... ...., ,, 8..'f :, , I' , , I, . . - 1,4 � A � , ”, r ., \ k , } I 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 21 We have also noted the following offerings for similar properties in the market. Land Listings Gross Usable 1-Price Location Land Size Land Size Zoning FLU Saw aF Listing PrkelGross (ACh) (ACt) Service rvke PriceComments Acre The north side of White • ' 1 Road,east of South 4 70 4.70 n-t,hcnnn i.ow Density Zonrrmils tnv density Ware,B Sewer 3435.000 3105.319 gyp'r• b Clarke Road Residential residential darebpmeri. The soulhxesl quadrant Future land use permits 0 2 of Flgt/ah Road and 8.79 9.79 R 1•Winter Low Density density units per acre.RA. Beard Road (;a•drn Residential Water R Sewer 31,250.000 3142,297 inning maybe unsity. n la higher density. The srneast corner of Residential Low located in/retsina,al nova Nt 3 Nath Pune Iles Road 9.07 8.92 R-3A,W'RP' hleAbuts reslderQalsWrdroialnn Orlando rtsdy(Resource Wnlnrd Sewer 3305,000 $111,547 a•ct Ctadon neve Protection Oherrey) to thq east Reduced Price. Ilewd for 7:years. Subject • .• „r Listing 3 • • • Listing 2 q• .1, p„,,, Posn('tt P,*INII•: r• i p,g 4[asl A'sf rrry .1,,ev.e rt 1.Violist, "4" itrkrrMla 111-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 22 ANALYSIS Given the small size and infill location of the parcel directly comparable sales data was scarce. When sites intended for residential subdivision developments are purchased they are typically larger parcels and generally have some planning or preliminary approvals in place at the time of sale. The available comparable sales reviewed bracket a range in pricing from $995,000 to $3,071,300. The sales reflect a range of indications from $90,519/Acre to $204,615/Acre, with an average of $120,360/Acre. The density of development planned for the sale properties range from 2.92 du/acre to 7.67 du/acre. We also reviewed current offerings in the surrounding areas which show a range of from $105,319/acre to $142,207/acre for sites with potential for residential subdivision development. The pending offer/L01 for the appraised property by Beazer Homes is priced $1,100,100 which equates to $129,424/acre. The offer presumes approval of 38 lots on the site or $28,950/lot at a density of about 4.5 du/acre. The comparable data described brackets these pricing indications for the subject. In arriving at our value estimate, we have weighed the following factors: • The site has a good infill location and is surrounded by residential subdivisions similar to the proposed project being offered by the prospective purchaser. • New home sales activity in the area and region are high and there are few sites available for purchase for development. • The site is small relative to the needs of most home builders. The site planning and preparation costs are typically more cost effective for larger projects than planned for the subject which has a dampening effect on the expected land pricing. • The site will require re-zoning and platting prior to development. There are no residential approvals in place for the property at the date of appraisal. • We have assumed that the site can be re-zoned and approved for the project at the density proposed in the offering. Our valuation also presumes the owner/seller of the parcel will bear the costs to extend the roadway along the perimeter of the parcel and will provide utilities connections. 18.134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 23 CONCLUSIONS After weighing the factors described we estimate the current market value of the property is bracketed by the comparable data and is more of less consistent with the current offering price. Sales 1 and Contract 2 are in the same market area and have indications for parcels at a lower density of about $91,000/acre and unit pricing of$22,000/dwelling unit to $30,000! dwelling unit which brackets the contract price. Current offerings in the neighborhood bracket a range from $105,000/acre to $142,000/acre and the offering price is well within the range of indications. Sales 3 and 4 are outside the immediate area and have a broad range of density that brackets$95,000/acre to about$205,000/acre, again bracketing the price indicated in the pending offer. Based on the data available, we have applied the following indications: 8.50 Acres @ $130,000/Acre = $1,105,000 The value indication equates to $29,078/dwelling unit, just over the current offering indication. 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE,ORANGE COUNTY, FLORIDA PAGE 24 ADDENDUM Legal Description Letter of Intent to Purchase General Assumptions & Limiting Conditions Definitions Certification Qualifications of Appraiser 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 25 iI LEGAL DESCRIPTION The site is part of a larger parcel containing 12± acres. We have not been provided with a legal description for the 8.5 acres. The legal description for the larger parcel is as follows: A portion of the East 1/2 of Section 9,'Township 22 South, Range 28 East, Orange County, Florida being more particularly described as follows: Beginning at the point of intersection of the East right of way line of Clarke Road as described in Official Records Book 5076, Pages 4514 through 4525 of the Public Records of Orange County, Florida and the North right of way line of the Seaboard System Railroad a 60 foot right of way, said point being the POINT OF BEGINNING; thence the following three courses and distances along the Easterly right of way of said Clarke Road North 14°39'44" West,a distance of 324.80 feet to a point of curvature to the right having a radius of 2,439.25 feet, a central angle of 01°42'25",and a chord bearing of North 13°48'31" West,72.67 feet;thence northerly along the arc a distance of 72.67 feet to a point of intersection with a non tangent curve to the right, of which the radius point lies North 78°51'24" East,a radial distance of 3,224.05 feet and having a chord bearing of North 06026'38" West, 528.29 feet; thence northerly along the arc,through a central angle of 09°23'56",a distance of 528.88 feet to a point on the South right of way of a proposed roadway;thence the following two courses and distances along said South line North 43°48'56" East,a distance of 35.19 feet; thence North 89°14'07" East,a distance of 256.05 feet to a point on the Southerly and Westerly line of the Parcel described Official Records Book 8320,Pages 372 through 374 of the Public Records of Orange County, Florida, also said point being a point of curvature to the right having a radius of 555.00 feet, a central angle of 90031'23",and a chord bearing of South 45°30'l I" East,788.46 feet;thence following two courses and distances along said Southerly and Westerly line, southeasterly along the arc a distance of 876.86 feet to the point of tangency;thence South 00°14'30"East,a distance of 206.90 feet to the North right of way line of said Seaboard System Railroad;thence South 75°20'54" West,a distance of 707.84 feet to the POINT OF BEGINNING. LESS AND EXCEPT that certain parcel of real property described as"Parcel C-I"on Schedule "A"attached hereto and by this reference made a part hereof. 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 26 SCHEDULE "A" CA9GEI.._C-1 Description : A portion of Coact u,I 9, Township 22 South, Range 28 Ludt, Oronge County, Florida, being main particularly der:cribeu an 10001l1 Cununencu ul the intersection of tho Cost right of way line of Clarke Roud us deecrlbea in Official Hecords (look 50/b Pages 4514--4525, Public Rec0ra9 of Orange County. Florida end the North right of way line of the Seaboard System t oifroad; thenad N 14'30'44' W along said East right of way line o distance of 324.80 feel to the point of cufvolure of a corve, concave Easterly, buying o central angle of 01'07'2;,' and a radios of 2430.25 feet; thence Northweatorly along the arc of Bold curve and along avid Cost right of wuy line u dielunce of 72.97 feet to the paint of Inlereeclion with a non tongont r.arrn ( chord homing and distance between Cold paints being N 13'48'31' W 72.87 feet ), concave fnnlnrly, basing a central angle of 09'24'07" and o radius of 3224.05 feet: thence Knriheesteriy along lha me of .aid curve and o'nng sold East right of way line a distance of 528.05 feet to a point (chord bearing ural alslance between said pointe being N 06'213'21! W 528.3t1 feet ); Ihonce continue acon9 sold Last rlyhl of coy line N 43'6I'27' C o distance of 35.I1 foes: thence louring said Cast right of wuy line N 89'14'07' E a aintonce of 71.07 feet to the Point of .3eylnning; thence continue N 913'14'07" F a distance of If18,43 feet; thence 5 00'45'53" F d distance of 411.18 feet: thence S 80'29'53" W a alslance of 185.78 feel to a point on a lino that le Ih.00 feet Cast of and pmaliel with sold Lost right of way lira, sea point also hmnc nn the arc of a van Inngent curve, concave Easterly having a control angle of 0719'2,7" and a radius of 3209.0.5 feet; thence Northeasterly nlong the aro of said curve and along said lino shot is 15.00 foot t.ast of and poralfcl with said Last light of coy tine a distance of 41011-, feet to o point ( chord bearing and distance between sold paints being N 05.30'46" W 409.88 Ina! ); thence continue along sold line that is 15.00 feel Lost of and parallel with said Cost right of coy foe N 4.1'51'7!' E it distance of 4.1 50 feel to the Paint of tleginniny. Cnnla.nrng 2.00 nares mole in lune. 'SWM.Yantl Nines 1 Peer.ige .horn creat a,. Bored on th• Herm 4i01 a' ono Ile. nr the Sedb.ord Sy.tere nnu,oate, bwty S 7e'10'5e• w 7 I'oat, cetlo t. hoof Ih•'SMINh at 0•.u'pluo .l Ira.ba.accased/Ise Croprdy I. Ise•a') awed CO She Seel or my kno,$1U. .n4 h.lj.l aoIle 4..n 4er one dh.Cken end Ihrl It n,..l. In• J oma,.. lrehnlool 61en14Ne I., tun. Su,v.ylnet W. n1U17-4 eeytkrmenle. 3. hot •elle .phare b• .lynrive ore 104.d sea.0' o Ibr17o Icmrrd rul..yar eM mnlq.r. NUi VALio WIIHUUT SHEET 2 Onto! erne t,e 1021 oo 'si74 mor DESCRIPTION 12/I2/2006 Kfi z1rr.' :ii:«c • i'0fl Jab An- (Cavi.: f•; 'I. • •, ' s1741 tl 1'm1Cn' � y '',:�_l City of Ocoee AIM MM 1111.111 • SOIIO/Uft lel SdinivrONa A ICCP'1Ua mon. Cil 61017-U, (loafs ed,nnbuauo. 0100 NI�retican Ooulererd Cade requires loot• reaar dee•-.roto, Cir{ondo Florida 32819-4350 drobUry I,... II,. .uCi , lin,. X40 2D2-11680Io.407)292-0141 MIs 13 Nor A suNvEY. em • Intodeoujyytale n urvy,,q r, rouse I 0i 2 VYl' 0, ICK SEF SHEET 7 FOR SKETCH( morrow IAN()aisowtss h0 1tes 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 27 SKETCH OE DESCRIPTION .E&TC1,6._Crl POINT OF NECINNING, _ti 43- ' T' L 41.80' ,� CLAW IA!!LL Lt ay.• L tOn 1' CV7Xt 1it/01N R tUS AN Nf COOPhv P 4 tNC r.CI TA .tl 413'3 t.11• C . CI 1787' 74;DLJb' j0.44' 77.4'4 N 7J4H71' W 01'41'2}' .11.II' 16.00'-- -- U �_INL IS O(r1N0_ 1.1 4LLALIA'OT ,r� q a sccilou o, TOWNSHIP 22 SOUTH, n 0 ti RANGE 20 CAST 1 .. z 11 N%. gp�� J z i a 4 `�� � yQ w 4 O a u v"1 e rt :,M 'el- 9\ Lrrr,in : .1....\ P CI COMIC NI.ActILT, 0.c. , ,...'INT 0,,-cum,ATV1K S._ U-\ i.�'1D PT i raNT Cr TAIICTNCY p z 5 pr,1%'Ot tN U F,IMNWBEA . t;.OD' 1. •a„ iorcC 1 n = J,♦ t. hnr vtI, W1110UT TC SU OPP(A.r ANO AAMO CIN. Or A rt0441.A [tSh lICENSL0 n+UITCFOR N/0 WPM. \,....c„,. ;.'7': y�,� 7. Nor v so 111TICAR CNFTT 1, Y 7i L .1 [ACT 41(.47 or AAr i!N1 vrA POINT OP COMMENCEMENT 1 . MrtTAsr cum or rya a' NOAPI A1r Or #AY UN:IN 1Nr crANLLIf1 sYSTr4 NAAP1W1 rvo ; DIV FAS? 4r:Nt Of WAY 1.141 Or CLAM( 40.10 Nr tf. `R� p ,T ; ,�,- Ow' 5/SCEM Md 1 RyP .r4:iir•, f tii•IT"1t�1L THIS IS NOT A SURVEY SFN-p7SL� aat o _.„.00#1,0t9%1 �grl�diI•1 IIbal k R9 ,YSTta 7E P(1'1'741312' 7.gOM0T Oh{f•0 SJUT*rA5rLh7N SLMt•Ct1MC k*WPM Gone. O,e•Irq On 5114 IOW PL V07• T• , 700 11500 N Awaken(1101«4.,0 Jab 14). 51741 ,LUQ r Maa2),iter Ida Jt1110-4]91 cele; 17/tt/loop GRAPHIC ,GALE (.07)707-4500 14.(407 707-0141 ;Nrt;( 7 nr 7 - -^ .mtiA lltoaan0lh:)lrrvl tnl,,,Um tth.41 1 10t u..rrlptinn 0 :i0 100 200 SOURCE: ORANGE COUNTY OFFICIAL RECORDS BOOK 9042, PAGE 2538 18.1'34 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 28 LETTER OF INTENT TO PURCHASE City of Ocoee BE /�/y ZER 150 N Lakeshore Dr p (j Ocoee. FL 32761-2223 Letter of Intent 0+15'2013 Ptopeuy: Parcel 09-22.25.0000-00-056tS.S+'-gross acres).City of Ocoee • Purchase Pt ice: One Million.One Huudi ed Thousand and One Hnudteel Dollars(51.100.1001 CASH ar C to ati:. • The Purchase puce is based on Approvals for 38 single fanulv lots • The Purchase Pnce cull he adjusted by 1,28.950•1ot in the event that the total lot count is more or less than die estimated 3S lots Deposits: 550.000 at Tune of C outran Execution • Inspection Period: 90 Data from the date of the mutual exectttnou of the(outtact C lasing: The Clostnr shall take place 10 days after all C onditions Precedent are met • C auditions Precedent. The following items will be a condition to the Initial Closing. Thu property shall he fully permitted for a muumuu of 36 single family lots.tivoueh all applicable agencies tSI.0-12.200 Mnuuitim Purchase Price) Should the lot coven fall below 36 smile family lot:.the Buren shall have the Option to Close at the Minimum Purchase Pnce Adequate water and sewer capacities and connections.to service the proposed development • Additional The Seller shall retain approximately 3 25+•acres on the northeast corner of C otisiderauon: Clarke Rd.and the CSX Railroad.for Commercial development. The Buyer shall have a P.n¢ht-Of-Fust Refusal on any honafide residential use offer for the residual property • Biolai. Charles Vickers.at Central Flonda Land Btokers.represents the Buyer on this transaction At Closing.Buyer shall pay the C'onurnYAWL due and payable to C enrral Flonda Land Brokers.in relation to this transaction 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 29 • Information: Seller shall prod<le to Buyer all copies of,plats.constriction plans,acceptance letters.surveys,environmental reports.soil tests,engineering studies and other related tent,investigations,and examinations that Seller may have access to or control over that are reasonably necessary for Buyer to satisfy itself with respect to the Subject Property acquisition Seller shall provide to Buyer all such information within five(5)business days of the effective date of contract • Good Faith Efforts: Buyer and Seller Agree to work in good faith with each other and shall diligently endeavor in a timely fashion(t)to complete negotiations and filly execute the Agreement and(u)to constwunate the sales contemplated by the Agreement • Exclusive Oppot tunny: Following the execution of this Letter of]tient.the Seller will not negotiate or enter into discussions with any other party.or offer the Property.or any direct or utduect interest threw for sale to any other party until termuiahon of the Agreement of Sale • C onfidentiality: Buyer and Seller agree to keep confidential all discussions of the proposed acquisition.except for necessary disclosure;to part Ars,employees,accountants. attorneys,lenders and consultants of the parties No public announcement concerning this Letter of Intent.the Agreement or the transaction contemplated herein shall he made by either petty without mutual consent This is a 1 etter of intent only and shall be uon•bindrng on the parties.and nothing in this LOl should be construed as a binding purchase offer or other obligation or create any rights in favor of Purchaser or Seller or any other tlurd party Furthermore,this LOI doe;not address all matters upon which agreement must be reached in order for the proposed trmuachon to be consummated Neither party shall be under any binding obligation until such tone a mutually agreeable contract is fully executed by the authorized officers partners of each organization If we do not receive a countersigned coye of this letter from the Seller w•tthum 10 days of the date hereof then the teats of this letter shall be deemed null end void Please feel free to contact us with any questions or comments that you may have regarding these matters Thank you for providing its with this business opportunity Sincerely. Enc L Mornsette.AICP Vice President of Land Acquisition Beazer Horuen Orlando Division Seller Acceptance Sngnanue Date i0-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 30 GENERAL ASSUMPTIONS & LIMITING CONDITIONS STANDARD In preparing this appraisal report we have researched physical characteristics and legal issues that affect the appraised property. We have accessed information from a variety of public sources concerning property size, zoning, future land use designation, sewer and water availability, flood hazard information, topographical and drainage information, real estate taxes and information concerning easements and encroachments. We believe that the information researched and provided to us by others is materially accurate for appraisal purposes only. Information in this report concerning physical and legal issues should not be relied on by any person for any purpose or decision-making concerning the property without independent confirmation or verification. All persons and parties interested in the property under appraisal should research and confirm information concerning the property directly with pertinent agencies or sources and should not rely solely on the information provided in our appraisal report for decision making. The legal description furnished is assumed to be correct. We assume no responsibility for matters in legal character, nor do we render any opinions as to title, which is assured to be good.This report contains a section entitled "Ownership and Sales History," which describes the recent title history of the subject property. This should not be construed to be a title search or a report of title. We render no opinion as to title, which is assumed to be good and marketable. All existing liens and encumbrances have been disregarded, and the property is appraised as though free and clear, under responsible ownership and competent management. Site plans, sketches, drawings and other exhibits in this report are included only to assist the reader in visualizing the property. We assume no liability for their accuracy. We have made no survey of the property and assume no responsibility in connection with such matters. The appraisers assume no liability for structural conditions not visible through ordinary inspection. Information obtained from Public Records, files, Realtors, buyers and sellers, etc. was utilized in the preparation of this appraisal report. The information obtained from these sources was assumed to be accurate and correct. A reasonable effort has been made to verify all such information; however, no responsibility for its accuracy is assumed by this office. 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 31 The distribution of the total valuation in this report between land and improvement applies only under the existing program of utilization. The separate valuation for land and building must not he used in conjunction with any other appraisal and are invalid if so used. ENVIRONMENTAL Our appraisal assumes that there are no hazardous materials on the property. We are not aware of the existence of potentially hazardous material(s) on the property. We are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. We are not aware of any soil or subsoil conditions which would affect the property. The discovery of soil conditions is beyond my area of expertise. OTHER Disclosure of the contents of this appraisal report is governed by the Standards of the Appraisal Institute. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers or the firm with which they are connected, or any reference to the Appraisal Institute or to the MAI or SRA designation) shall be disseminated to the public through advertising media, public relations media,news media, sales media or any other public means of communication without the prior consent and approval of the undersigned. 18-134 1 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 32 DEFINITIONS MARKET VALUE DEFINITION Source: Financial Institution Reform, Recovery and Enforcement Act of 1989 (FIRREA) Effective August 24, 1990: Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specific date and the passing of title from seller to buyer under conditions whereby: 1. Buyer and Seller are typically motivated; 2. Both parties are well informed or well advised, and acting in what they consider their own best interests; 3. A reasonable time is allowed for exposure in the open market; 4. Payment is made in terms of cash in U. S. Dollars or in terms of financial arrangements comparable thereto; and 5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated. PROPERTY RIGHTS APPRAISED The property rights appraised herein is the Fee Simple Estate. FEE SIMPLE ESTATE2 Fee simple estate is "absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat." z Tho Appraisal Institute, Thp Dictionary of Real Estate AUuralsal,Fourth Edition,p.113. 18-134 APPRAISAL OF A VACANT 8.5+ACRE TRACT NEQ OF A D MIMS ROAD AND NORTH CLARKE ROAD OCOEE, ORANGE COUNTY, FLORIDA PAGE 33 CERTIFICATION I, Daniel R. DeRango, certify that to the best of my knowledge and belief,... • The statements of fact contained in this report are true and correct. • The reported analyses, opinions and conclusions are limited only by the reported General Assumptions and Limiting Conditions and where applicable, the Extraordinary Assumptions, and are our personal, unbiased professional analyses, opinions and conclusions. • I have no present or prospective interest in the property that is the subject of this report,and I have no personal interest or bias with respect to the parties involved. • My compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event, • My analyses, opinions and conclusions were developed, and this report has been prepared in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute. • This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives, • As of the date of this report, I, Daniel R. DeRango, have completed the requirements of the continuing education program of the Appraisal Institute. • I have made a personal inspection of the property that is the subject of the report. • Jennifer E. Reyes,State-Registered Trainee Real Estate Appraiser#Rl24133,provided significant professional assistance including sales research, preparation of comparable sales information, general gathering of supporting data for the appraisal and further assistance in the writing of said appraisal. • I have complied with the Uniform Standards of Professional Appraisal Practice (USPAP) in conducting the research and analysis, and in formulating the value conclusion(s)contained in this report. • I am in compliance with the Competency Provision in the USPAP as adopted in FIRREA 1989 and have sufficient education and experience to perform the appraisal of the subject property. • We have not appraised or provided other services concerning this property in the three years prior to accepting this assignment. 2./2. Daniel R. DeRango, MAI, CCIM Cert Gen RZ 1 054 18-134 QUALIFICATIONS Daniel R. DeRango, MAI, CCIM r DERANGO, BEST & ASSOCIATES 160 I E. AMELIA STREET ORLANDO, FLORIDA 32803 (407) 895-6650 1111RESIDENT OF: Maitland, Florida EDUCATION: Graduate of Stetson University,Deland, Florida Bachelor of Business Administration•Major: Finance PROFESSIONAL EDUCATION: COURSES&SEMINARS-APPRAISAL INSTITUTE • Appraisal Principles • Basic Valuation Procedures • Direct Capitalization, Annuity Capitalization, and Mortgage Equity Capitalization Theory and Techniques • Case Studies in Real Estate Valuation • Valuation Analysis and Report Writing • Condemnation and Litigation Appraisal Practice • Standards of Professional Practice • Residential Valuation Procedures • Appraisal of Small Hotels and Motels • Sales Confirmation Methods • Discounted Cash Flow Analysis • Electronic Spreadsheets in Real Estate Appraising • Urban Planning and Development- University of Central Florida CCIM INSTITUTE • Financial Analysis for Commercial Investment Real Estate(CI 101) • Market Analysis for Commercial Investment Real Estate(CI 102) • User Decision Analysis for Commercial Investment Real Estate(CI 103) • Investment Analysis for Commercial Investment Real Estate(CI 104) PROFESSIONAL AFFILIATIONS: Member of the Appraisal Institute,MAI No. 7557 Member CCIM Institute Florida State-Certified General Real Estate Appraiser No. RZ1054 Registered Real Estate Broker/State of Florida, License No.0355191 Director—Appraisal Institute,East Central Florida Chapter Member of the Association of Eminent Domain Professionals Member of the American Association of Airport Executives QUALIFICATIONS Daniel R. DeRango, MAI, CCIM (Continued) PROFESSIONAL EXPERIENCE: Qualified as an expert witness in Federal and State Courts. Special Master,Value Adjustment Board,Orange County, 1995, 1996,2000-2002 Present: President-DeRango, Best and Associates,Orlando,Florida 1984-1997 V.P./Partner, Matonis MacDermott DeRango Sorich&Co.,Orlando, FL 1981-1984 Staff Appraiser with Irwin Appraisal Consulting Services,Inc.,Orlando, FL Former Member: Board of Directors-East Central Florida Chapter-Appraisal Institute PUBLISHED: "The Determination of Hotel Value Components for Ad Valorem Tax Assessment" The Appraisal Journal,July, 1993 TYPE OF ASSIGNMENTS: I have appraised or provided counseling for a variety of commercial and residential properties throughout the U.S. (primarily in the Central Florida area). EXPERIENCE WITH: • Aviation/Aeronautical Properties • Acreage tracts • Apartments • Golf courses/country clubs • Office buildings • Special use facilities • Retail properties • Mixed use development • Condemnation and litigation assignments • Coastal&island tracts • Industrial properties • Aviation properties • Timeshare resorts • Air cargo facilities • Hotels&resorts • Large and small aircraft hangars • Mobile home parks • Fixed based operations • Subdivisions • Condominium projects • Mitigation lands • Retail centers (including regional malls) • Warehouse facilities Appraisal and consulting assignments have been prepared for a variety of lending institutions, corporations,law firms,governmental agencies,and individuals. PROPERTY LOCATIONS IN FLORIDA: •Central Florida(Orange,Seminole,Osceola, Lake,Polk and Volusia Counties) •South Florida(Dade,Broward&Palm Beach Counties) •South Central Florida(Brevard,Martin,St. Lucie& Indian River Counties) •Southwest Florida(Collier, Lee, Manatee, Sarasota,Pinellas,Hillsborough Counties) •Northeast Florida(Flagler, St.Johns and Duval Counties) •North Central Florida(Marion County, Putnam) •Florida Keys QUALIFICATIONS Daniel R. DeRango, MAI, CCIM (Continued) ASSIGNMENTS OUTSIDE OF FLORIDA: • Georgia • Texas • Maryland • Indiana • Minnesota • Ohio • New York • New Jersey • Pennsylvania • Illinois • California • Alabama • Connecticut • Tennessee • Colorado • Kentucky • South Carolina • Virginia • Pennsylvania • Washington State RICK SCOT I.GOVE:UNOi2 n!NI nllrl,N sl I.1 1 1r0,1 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BO 0.,"sr 4,LICENSE NUMBER i 1221054 M w T.'. The CERTIFIED GENERAL APPRAISER Named below IS CERTIFIED Under the provisions of Chapter 415 ES +1 Expiration date NOV 30.2018 rive ' Q 1601 L GO,DANIEL ROBERT ,, ' ;,� i(i91 AMELIA ST ORLANDO FL 32803 - ISSUfI1 Il129001K DISPI AY AS RFOIIIRFn RY I AW sf u r 11611190007MA COPY OF ADVERTISEMENT . Date Published and Media Name Tuesday,F.bruary 24,2019 Orlando Sentinel I Ail Advertisement or Article NOTICE OF PUBUC HEARING CITY OF OCOEE I intends C'ty to sell the following real property to Meritage Homes at a purchase price of S1,100,000.00: DESCRIPTION: The subiect property is bordered on the south by railroad right of way,which is adjacent to AD Mims Rood, to the north and east by the Prairie Lake Reserve Subdivision, and on the west by Clarke Rood. A copy of the proposed sales contract along with a sketch showing the location of the above referenced property is available for public review at the Office of the City Clerk 5nd 5:00 ep.mn ., Monday ofours through Friday. . Meritoge Homes proposes to develop 64 residential lots with a final subdivision plan to be approved at a later dote by the Ocoee City Commission. The Ocoee City Commission will consider the proposed sole to Meritage Homes of a public hearing to be held on thereafter�as9 practical at Ocoee so Hall, 150 N. Lakeshore Drive, Ocoee. Interested parties may appear at the meeting and be heard with respect to the proposed actions. This Notice is Civen Pursuant to Charter.tian C-8(B)of the ity of Ocoee NOTICE: Any person who desires to appeal any decision made by Commission with respect to any matter considered of such meeting will need a record of the proceedings and for such purpose may need to ensure that a verbotim record of the proceeding s made, which record includes the testimony and evidence upon which the appeal is based. Persons with disabilities needing assistance to participate in any of these proceedings should contort the Office of the City Clerk, ISO N.Lakeshore Drive,Ocoee. FL 34761, (407) 905-3100, 48 tours in advance of the meeting. Melanie Sibbitt,City Clerk 056159228 211612019