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HomeMy WebLinkAboutItem 20 Approval of Contract for Purchase of 17.96 Acres of City-Owned Propertylqrwkl\W/ Ocoee Florida AGENDA ITEM COVER SHEET Meeting Date: October 6, 2020 Item # 2.0 Reviewed By: Contact Name: Craig Shadrix Department Director: Contact Number: 407-905-3111 City Manager: Robert France Subject: Contract for purchase of 17.96 acres of City -owned property located a `15116 t corner sd Fuller's Cross and Ocoee Apopka Road by GPK Investments, Inc. Background Summary: On August 4, 2020, the City Commission directed staff to proceed with preparation of a contract for the sale of 17.96 acres of City -owned property located at the northeast corner of Fuller's Cross and Ocoee -Apopka Road (the "Agreement"). This direction followed a presentation by staff and the City Attorney of the results of the City's Request for Proposals solicited for this Property. GPK Investments proposed the highest sales price. In addition, the City Commission's prior direction came after a presentation by Charlie Vickers, a representative of GPK Investments, with respect to the intended development of the Property. Staff has worked with GPK Investments to draft the Agreement with the following pertinent terms: 1. Purchase Price: $3,560,000.00 2. Inspection Period: 60 days 3. Closing: Upon receipt of Final Site Plan approval and all other development approvals to allow the GPK Investments to immediately commence development Following the 60 -day Inspection Period, City Staff anticipates that it will take approximately 6 to 12 months for GPK Investments to obtain final approval of the Final Site Plan and all other development approvals to allow the Buyer to immediately commence development on the Property. Plans for the development of the Property would proceed through review by City Staff, Planning and Zoning Commission and the City Commission as with any other development within the City. The Agreement allows the City to harvest the trees on the site during the 60 -day Inspection Period, which will result in revenue to the City of approximately $15,000 to $19,000. Because the sale of the Property is for an amount greater than $100,000, the City's Charter requires that the City further authorize the sale after a public hearing. In the event the City Commission authorizes the execution of the Agreement, prior to the expiration of the 60 -day Inspection Period, the Agreement would be brought back to the City Commission for final approval following the public hearing. Issue: Should the City Commission authorize the Mayor to execute the Agreement and authorize City Staff to take such other steps as reasonably necessary in connection with the final approval of the Agreement and the sale of the Property? Recommendations: Staff recommends that the City Commission authorize the Mayor to execute the Agreement and authorize City Staff to take such other steps as reasonably necessary in connection with the final approval of the Agreement and the sale of the Property. Attachments: Purchase and Sale Agreement Financial Impact: Type of Item: (please mark with an 'x") Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by Reviewed by N N/A N/A N/A N/A PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this ______ day of __________, 2020 (the “Effective 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 GPK OET LLC, 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. R E C I T A L S A. Seller owns an undivided fee simple interest in approximately 17.96 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 “Parcel”). The 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. A G R E E M E N T 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 Three Million Five Hundred Sixty Thousand and No/100 Dollars ($3,560,000.00), which shall be payable as follows: 2.1. Contract Fee. Within five (5) “Business Days” (as hereinafter defined) following the Buyer’s acceptance and execution of the Contract, Buyer shall deposit into “Escrow” (as hereinafter defined) the sum of Five Thousand and No/100 Dollars ($5,000.00) (the “Contract Fee”). Upon receipt of the Contract Fee, Escrow Agent shall release the Contract Fee to Seller as reimbursement for costs incurred or to be incurred by Seller in connection with entering into of this Agreement, including appraisal fees and legal fees. The Contract Fee shall be non- refundable to Buyer and shall not be applied towards the Purchase Price at “Closing” (as hereinafter defined). 1 2.2. Deposit. In addition to the Contract Fee, within five (5) Business Days following the date of full execution and delivery of the Contract, Buyer shall deposit into Escrow the sum of Ten Thousand and No/100 Dollars ($10,000.00) (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, Buyer shall deposit into Escrow an additional sum of Sixty-Five Thousand and No/100 Dollars ($65,000.00) (the “Second Deposit”). As used in this Agreement, the term “Deposit” means so much of the Initial Deposit and the Second Deposit. 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. 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 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. 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 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, or any broker or other third party any rights in the Deposit or Contract Fee, 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 or Closing Agent, as applicable, as herein provided. Seller and Buyer agree that the status of the legal counsel identified above as Escrow Agent 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 or the transaction described herein or any dispute that may arise between Seller and Buyer concerning this Agreement or the transaction described herein, including, without limitation, any dispute or controversy with respect to any of the Contract Fee and the Deposit, and the parties hereby waive 2 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 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. 4. ACTIONS PENDING CLOSING. 4.1. Due Diligence. 4.1.1. Property Materials. 4.1.1.1. On or before the five (5) Business Days after the Effective Date (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 the following documents (collectively, the “Property Materials”), that are within Seller’s possession and control: (a) Any title insurance policy or similar instrument obtained by Seller when it acquired the Parcel; (b) Any surveys for any portion of the Parcel to the extent within Seller’s possession or control; (c) Any existing environmental reports for any of the Parcel to the extent within Seller’s possession or control; (d) 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 Parcel to the extent within Seller’s possession or control; and (e) Any other third-party reports, contracts, and agreements of any kind in Seller’s possession or control pertaining to any of the Parcel. 4.1.1.2. 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 3 any of the Property that are in the possession or control of Seller and reasonably requested in writing by Buyer. 4.1.1.3. 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 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, or reliability thereof. Buyer 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. Seller represents that to the best of its knowledge the Property Materials delivered to Buyer are complete and the Seller has not retained any portion thereof. 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 Parcel to perform any inspections, investigations, studies, and tests of the Parcel (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 Parcel in accordance with the terms of this Agreement shall not damage the Parcel 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 Parcel 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 Parcel 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, 4 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; 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 Parcel, Buyer shall deliver evidence 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 the inspection activities by Buyer and its agents (contractors). Buyer shall not be required to provide evidence of such insurance to simply walk the Property. 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 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 th before the sixtieth (60) day following the Effective Date (the “Due Diligence Termination Date”) to determine in its sole and absolute discretion whether the Property is acceptable 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. 4.2. Title. 4.2.1. Title Documents. Within ten (10) Business Days following the Effective Date, Escrow Agent shall obtain and deliver to Buyer an owner’s title commitment from a national title insurance underwriter licensed in Florida (“Title Insurer”). 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”). 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”). Matters shown in 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 5 th any matter objected to by Buyer. On or before the fifth (5) 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 th Escrow Agent on or before the earlier to occur of (a) the tenth (10) Business Day following Buyer’s receipt of Seller’s Response or (b) if no Seller’s Response is received by Buyer, the tenth th (10) 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 Effective 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 Effective 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. 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 (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, Buyer 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. Buyer shall deliver this update to the Seller and the Closing Agent. 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 6 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. 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 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 the Parcel 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 Parcel, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Parcel, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land Parcel. 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 2006 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 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. 7 6.1.3. Physical Condition of Property. Subject to Section 14.19 below, the physical condition of the Property shall be substantially the same on the Closing Date as on the Effective 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. Governmental Approvals. The Property shall have been approved with an amended PUD with land use conditions reasonably acceptable to Buyer; the Property shall have valid FDEP, SJRWMD and ACOE permits and Final Site Plan approval (final engineering and construction plans) all with conditions reasonably acceptable to Buyer (collectively, the “Governmental Approvals”). 6.1.7. 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. 6.2. 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 shall be entitled to a return of the Contract Fee and be entitled to pursue its rights and remedies pursuant to the terms of Section 12.1. Notwithstanding the foregoing, if all Buyer’s Closing Conditions are met except for that set forth in Section 6.1.6 above and the Buyer’s Closing Condition set forth in Section 6.1.6 is not met due to a reason other than the City’s denial of any of the Governmental Approvals reasonably requested by Buyer, with Buyer’s termination, the Deposit shall be immediately released to Seller. 8 7. CLOSING. 7.1. Closing Date. Subject to the provisions of this Agreement, the Closing shall take place within thirty (30) days of Buyer’s receipt of the Governmental Approvals. In the event, after exercising diligent and good faith efforts Buyer has not obtained, at Buyer’s sole cost and expense, the Governmental Approvals by the date that is twelve (12) months following the Due Diligence Termination Date, Buyer shall have the right to (i) terminate this Agreement in which case, (a) in the event such termination is due to the City’s denial of any of the Governmental Approvals reasonably requested by Buyer, the Deposit shall be returned to Buyer with such termination, or (b) in the event such termination is due to a reason other than that set forth above in subsection (a), the Deposit shall be released to Seller with such termination, (ii) the right to further extend the date for Closing for up to two (2) 90-day extensions to permit Buyer to obtain the remaining Governmental Approvals and with each extension paying to the City $15,000.00 as an extension fee for each such extension. Each extension fee shall be released to Seller, not applicable to the Purchase Price and non-refundable to Buyer except in the event of a default by Seller. 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. Either party may elect to conduct the Closing by mail away. 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; 7.2.3. 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; 7.2.4. Bill of Sale. A bill of sale transferring the personal property, including all licenses and permits and all of Seller’s right, title and interest in any plans and specifications of any improvements constructed upon the Property; a bill of sale or other appropriate transfer or assignment document required by governmental authority with jurisdiction over the Property transferring title to the sewer and water taps, connection fees, impact fees and reservation fees, if any; 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 or otherwise to fulfill the covenants and 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 9 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 and the Contract Fee) 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 and the Contract Fee) 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: 10 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 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. Provide to Title Insurer all documents reasonably required to allow Title Insurer to issue the Owner’s Title Policy to Buyer. 7.5. Prorations/Apportionment. 7.5.1. Taxes. The Parcel is currently exempt from ad valorem taxes and real property taxes. With the conveyance of the Property, the 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 the Purchase Price otherwise payable by Buyer) the amount of the most recent estimate of the assessment. 11 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) 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; (iv) the Owner’s Title Policy premium; and (v) 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) documentary stamp tax on the Deed and fees for recording the Deed; (iii) the costs of any financing utilized by Buyer, if any; (iv) the costs of any endorsements to the Owner’s Title Policy requested by Buyer; (v) the commission to the Broker; (vi) the cost of any Survey obtained by Buyer; and (vii) Buyer’s attorneys’ fees. 7.7. Closing Statement. 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 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 Effective Date and as of the Closing Date, as follows: 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 12 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 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 Effective 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 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, 13 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. 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. 14 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 Effective 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 Effective Date and as of the Closing Date, as follows: 9.1.1. Due Organization. Buyer is a limited liability company 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 by Buyer 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 or closing thereunder. 9.1.4. OFAC. Neither Buyer nor its manager(s) 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 Effective Date and shall be deemed to be repeated at and as of 15 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 Contract Fee and 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 materially damaged as a result of any earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, or other casualty, Seller shall immediately notify Buyer of such fact. In such event, if Buyer reasonably believes that such damage would increase the cost or adversely affect the timing developing the Parcel or adversely affect the marketability of, or access to, the Parcel, 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 16 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 Deposit; or (c) proceed with an action against Seller for specific performance or recovery of the Deposit; 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 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 and the Deposit 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. 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 and the Deposit as liquidated damages. Nothing contained in this Section shall limit or prevent Seller from enforcing Buyer’s obligations and liabilities 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. 17 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 Central Florida Land Brokers (“Broker”), whose commission will be paid by Buyer. 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 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: 18 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: rfrank@ocoee.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: GPK OET LLC 8615 Commodity Cir. #17 Orlando, FL 32819 Attention: Sen Zhang Telephone: ________________ Facsimile: _________________ E-mail: ___________________ With A Required Copy To: _________________________ _________________________ _________________________ _________________________ Telephone No.: _________________________ Facsimile No.: _________________________ Email: _________________________ 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. 19 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. 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. 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. 14.9. Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement. 14.10. Further Assurances. In addition to the actions recited herein and contemplated to be performed, executed, or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute, or deliver or cause to be performed, executed, 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. 14.11. 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 20 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. 14.12. Attorneys’ Fees. If either party hereto brings an action or proceeding against the other party to enforce 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. 14.13. 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. 14.14. 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. 21 14.15. 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 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. 14.16. 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. 14.17. Assignment of Contract. Buyer may assign its rights and obligations under this Agreement to a related entity without the written consent of Seller. However, Buyer shall provide to Seller written notice of such assignment within five (5) business days following such assignment and such assignment shall not be deemed to extend any time periods set forth herein. 14.18. Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 14.19. Tree Harvesting. Notwithstanding anything contained herein to the contrary, Seller shall have the right to harvest the trees on the Property prior to Closing and receive 100% of the proceeds relating thereto. Seller agrees to keep Buyer reasonably informed as to the timing for the harvesting of the trees. 14.20. Approval by City Commission. Buyer acknowledges that pursuant to Section C- 8(B)(1) of the City Charter, this Agreement is contingent upon being approved by the City Commission following the holding of an advertised public hearing. Seller shall endeavor to hold the public hearing as soon as reasonably practical following the execution of this Agreement. \[Remainder of this page intentionally left blank. Signature page(s) follow(s).\] 22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. SELLER: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By:_________________________________ Rusty Johnson, Mayor Attest:______________________________ Melanie Sibbitt, City Clerk Date: ______________, 2020 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 _____________________, 2020. ________________________, 2020 UNDER AGENDA ITEM NO._______ SHUFFIELD, LOWMAN AND WILSON, P.A. _______________________________ City Attorney BUYER: GPK OET, LLC, a Florida limited liability company By: Print Name: Its: Date: __________________, 2020 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 “Effective 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: ________________, 2020 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: _______________, 2020 S-2 EXHIBIT “A” PARCEL LEGAL DESCRIPTION 4819-6122-8745, v. 4 The Following Pages Indicate Strikethroughs showing Deletions and Underlines showing New Language as adopted. PURCHASE AND SALE AGREEMENT Agreement into as of this ______ day of __________, 2020 Effective Date 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 SellerGPK OET LLC, a Florida 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 AgentClosing Agent transaction contemplated by this Agreement. R E C I T A L S A. Seller owns an undivided fee simple interest in approximately 17.96 acres of land CityCounty particularly described on Parcel 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. A G R E E M E N T 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. Purchase Price Three Million Five Hundred Sixty Thousand and No/100 Dollars ($3,560,000.00), which shall be payable as follows: 2.1. Contract Fee the Escrow(as hereinafter defined) the sum of Five Thousand and No/100 Dollars ($5,000.00) Contract FeeUpon receipt of the Contract Fee, Escrow Agent shall release the Contract Fee to Seller as reimbursement for costs incurred or to be incurred by Seller in connection with entering into of this Agreement, including appraisal fees and legal fees. The Contract Fee shall be non- refundable to Buyer and shall not be applied towards the Purchase Price at hereinafter defined). 1 2.2. Deposit. In addition to the Contract Fee, within five (5) Business Days following the date of full execution and delivery of the Contract, Buyer shall deposit into Escrow the sum of Ten Thousand and No/100 Dollars ($10Initial Deposit Agreement has been terminated in accordance with its terms, then within five (5) Business Days following the Due Diligence Termination Date, Buyer shall deposit into Escrow an additional sum of Sixty-Five Thousand and No/100 Dollars ($65Second Deposit Deposit and the Second Deposit. 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. EscrowEscrow with Escrow Agent by delivery to Escrow Agent of a counterpart of this Agreement executed by each of Buyer and Seller 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. 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 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, or any broker or other third party any rights in the Deposit or Contract Fee, 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 or Closing Agent, as applicable, as herein provided. Seller and Buyer agree that the status of the legal counsel identified above as Escrow Agent 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 or the transaction described herein or any dispute that may arise between Seller and Buyer concerning this Agreement or the transaction described herein, including, without limitation, any dispute or controversy with respect to any of the Contract Fee and the Deposit, and the parties hereby waive 2 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 ter 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 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. 4. ACTIONS PENDING CLOSING. 4.1. Due Diligence. 4.1.1. Property Materials. 4.1.1.1. On or before the five (5) Business Days after the Effective Date (the Document Delivery Date), Seller shall, at Sellers sole cost and expense, provide to Buyer true, correct, and complete copies (digitally if available) of all of the following documents (collectively, the Property Materials (a) Any title insurance policy or similar instrument obtained by Seller when it acquired the Parcel; (b) Any surveys for any portion of the Parcel to the extent (c) Any existing environmental reports for any of the Parcel to (d) 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 Parcel control; and (e) Any other third-party reports, contracts, and agreements of Parcel. 4.1.1.2. Seller shall promptly furnish to Buyer for its review (a) any of the items described in Section 4.1.1.1 tha after the Document Delivery Date, and (b) any additional documents and information related to 3 any of the Property that are in the possession or control of Seller and reasonably requested in writing by Buyer. 4.1.1.3. 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 or any instrument delivered by Seller at Closing and except for any information certified in writing by Seller to be true and Express Representations 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, or reliability thereof. Buyer 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. Seller represents that to the best of its knowledge the Property Materials delivered to Buyer are complete and the Seller has not retained any portion thereof. 4.1.2. . 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 Parcel to perform any inspections, investigations, studies, and tests of the Parcel (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 Parcel in accordance with the terms of this Agreement shall not damage the Parcel in any material respect. Buyer shall be solely responsible for all costs and fees any inspections of the Property shall be subject to the following terms and restrictions: (i) any entry by Buyer onto the Parcel 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; pay any party performing inspections for and on behalf of Buyer. 4.1.2.2. Buyer shall indemnify, protect, defend, and hold Seller and SellIndemnified Party Indemnified Parties ), causes of action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses Claimsy entry upon the Parcel 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, 4 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 Agreement as a result of any inspection pursuant to this Agreement. 4.1.2.3. Prior to any entry by Buyer onto the Parcel, Buyer shall deliver evidence 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 the inspection activities by Buyer and its agents (contractors). Buyer shall not be required to provide evidence of such insurance to simply walk the Property. 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 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 shall have the right at any time on or th before the sixtieth (60) day following the Effective Due Diligence Termination Date Buyer. If Buyer elects to proceed with the purchase of the Property, Buyer will give written Notice of Intent to Proceed 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. 4.2. Title. 4.2.1. Title Documents. Within ten (10) Business Days following the Effective Date, Escrow Agent Title Insurer. Title Insurer shall issue with Florida modifications for the Real Property in an amount not less than the Purchase Price Commitmentopies of all documents referenced therein (collectively Title Documents 4.2.2. . Buyer shall have until the Due Diligence Termination Date to notify Seller in writing of any objection that Buyer may have to any matters Objection Letter that are not timely objected to by Buyer as provided above shall Permitted Exceptions Buyer, but, except as set forth in Section 4.2.3, Seller shall have no obligation to cure or correct 5 th any matter objected to by Buyer. On or before the fifth (5 ove 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 th Escrow Agent on or before the earlier to occur of (a) the tenth (10) Business Day following tenth th (10) 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 Effective 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 Effective 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 liens, possession, and unrecorded matters exceptions, to insure the so- effective date of the Commitment and the recordation of the Deed. 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 DeedPermitted Exceptions. 4.2.5. Closing Update. Not more than thirty (30) but at least five (5) days prior to Closing, Buyer 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. Buyer shall deliver this update to the Seller and the Closing Agent. If the endorsement to / update of the Commitment includes any additional requirements, Seller must satisf 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 mu 6 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. 5. DESCRIPTION OF PROPERTY. 5.1. The Real Property. As used in this Agreement, the term Real Property shall mean, collectively, all of Sellers right, title, and interest in and to: (a) the 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 the Parcel 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 Parcel, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Parcel, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land Parcel. 6. CONDITIONS TO CLOSING. 6.1. . The obligation of Buyer to complete the transaction contemplated by this Agreement is subject to the following conditions precedent (and conditions Conditions 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 2006 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 o 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 standard exceptions from the Commitment, and otherwise complying with the requirements of this Agreement. 6.1.2. . 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. 7 6.1.3. Physical Condition of Property. Subject to Section 14.19 below, the physical condition of the Property shall be substantially the same on the Closing Date as on the Effective Date, except for reasonable wear and tear and any damages due to any act of Buyer or 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 thereof. 6.1.6. Governmental Approvals. The Property shall have been approved with an amended PUD with land use conditions reasonably acceptable to Buyer; the Property shall have valid FDEP, SJRWMD and ACOE permits and Final Site Plan approval (final engineering and construction plans) all with conditions reasonably acceptable to Buyer (collectively, the 6.1.7. 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. 6.2. described in Section 6.1 above have not been fulfilled within the applicable time periods, Buyer may: 6.2.1. ing 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 Buyer shall be entitled to a return of the Contract Fee and be entitled to pursue its rights and remedies pursuant to the terms of Section 12.1. Notw Conditions are met except for that set forth in Section 6.1.6 Condition set forth in Section 6.1.6 is not met due to a reason other than of the Governmental Approvals reasonably requested by Buyer Deposit shall be immediately released to Seller. 8 7. CLOSING. 7.1. Closing Date. Subject to the provisions of this Agreement,the Closing shall take place within thirty (30) days of Buyer's receipt of the Governmental Approvals. In the event, after exercising diligent and good faith efforts Buyer has not obtained, at Buyer's sole cost and expense, the Governmental Approvals by the date that is twelve (12) months following the Due Diligence Termination Date, Buyer shall have the right to(i)terminate this Agreement in which case, (a) in the event such termination is due to the City's denial of any of the Governmental Approvals reasonably requested by Buyer, the Deposit shall be returned to Buyer with such termination, or(b) in the event such termination is due to a reason other than that set forth above in subsection (a), the Deposit shall be released to Seller with such termination, (ii) the right to further extend the date for Closing for up to fur(4) monthlytwo (2) 90-day extensions to permit Buyer to obtain the remaining Governmental Approvals and with each extension paying to the City$15,000.00 as an extension fee for each such extension. Each extension fee shall be released to Seller, not applicable to the Purchase Price and non-refundable to Buyer except in the event of a default by Seller. 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. Either party may elect to conduct the Closing by mail away. 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; 7.2.3. 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; 7.2.4. Bill of Sale. A bill of sale transferring the personal property, including all licenses and permits and all of Seller's right,title and interest in any plans and specifications of any improvements constructed upon the Property; a bill of sale or other appropriate transfer or assignment document required by governmental authority with jurisdiction over the Property transferring title to the sewer and water taps, connection fees, impact fees and reservation fees, if any; 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 or otherwise to fulfill the covenants and 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 9 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 7.3.2. Proof of Authority 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 and the Contract Fee) required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to issue the Owner 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 and the Contract Fee) required by this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to 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: 10 7.4.1. Funds. Disburse all funds as follows: 7.4.1.1. account any applicable escrow/closing fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the 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 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. . Provide to Title Insurer all documents reasonably required to allow Title Insurer to issue Title Policy to Buyer. 7.5. Prorations/Apportionment. 7.5.1. Taxes. The Parcel is currently exempt from ad valorem taxes and real property taxes. With the conveyance of the Property, the 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 the Purchase Price otherwise payable by Buyer) the amount of the most recent estimate of the assessment. 11 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 Closing Costs 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 prorations pursuant to Section 7.5; (ii) title curative instruments required pursuant to the terms of this Agreement, if any; (iiiescrow/closing fees and costs; (iand (v) 7.6.2. Buyer Costs prorations in accordance with Section 7.5; (ii) documentary stamp tax on the Deed and fees for recording the Deed; (iii) the costs of any financing utilized by Buyer, if any; (iv) the costs of any the commission to the Broker; (vi) the cost of any Survey obtained by Buyer; and (vii) 7.7. Closing Statement. Prior to the Closing Date, Closing Agent shall deliver to each Preliminary Closing StatementPurchase Price payable at Closing 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, Closing Agent shall revise the Preliminary Closing Statement and deliver a final 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. 8.1. Representations and Warranties. Seller represents and warrants to and agrees with Buyer, as of the Effective Date and as of the Closing Date, as follows: 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 has full right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out its 12 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 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 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 Effective Date. 8.1.6. Zoning and Condemnation 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 Seller, or to ge, pending in any current judicial or administrative proceeding against Seller. 8.1.8. No Violations of Environmental Laws 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, 13 Environmental Laws 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 teHazardous Substance wastes, materials, substances, pollutants, and other matters regulated by Environmental Laws. 8.1.9. No Liens 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 amounts due to consultants or other third-parties performing work shall timely pay all amounts due to such persons. 8.1.10. No Default 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 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 irements. 8.1.12. Wells/Underground Tanks 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. 8.1.13. Landfill/Waste Disposal Site 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. 14 8.1.15. Property Materials 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 Effective 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 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. 9.1. Representations and Warranties. Buyer represents and warrants to Seller, as of the Effective Date and as of the Closing Date, as follows: 9.1.1. Due Organization. Buyer is a limited liability company duly incorporated, validly existing, and in good standing under the laws of the State of Florida. 9.1.2. . 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 by Buyer 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 or closing thereunder. 9.1.4. OFAC. Neither Buyer nor its manager(s) 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 n 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 Effective Date and shall be deemed to be repeated at and as of 15 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 representations or warranties to become untrue. 10. AS IS. Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer 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 Contract Fee and 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 written consent). If Buyer fails to terminate this Agreement and elects to 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 materially damaged as a result of any earthquake, hurricane, tornado, flood, sinkhole, landslide, fire, or other casualty, Seller shall immediately notify Buyer of such fact. In such event, if Buyer reasonably believes that such damage would increase the cost or adversely affect the timing developing the Parcel or adversely affect the marketability of, or access to, the Parcel, 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 on 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 16 any insurance proceeds actually received by Seller plus the amount of any deductible under ce 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 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 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 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 Deposit; or (c) proceed with an action against Seller for specific performance or recovery of the Deposit; provided, however, if the remedy of specific performance is not available, then Buyer may pursue any and all remedies available to Buyer at under this Agreement. Nothing contained in this Section shall limit or prevent Buyer from termination of this Agreement, as applicable. 12.2. Default by Buyer. If Buyer shall breach any of the terms or provisions of this 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 and the Deposit 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. 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 and the Deposit as liquidated damages. Nothing contained in this Section shall 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. 17 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 commission, or other similar compensation Commission contemplated hereby other than Central Florida Land Brokers Broker, whose commission will be paid by Buyer. 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 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 Notices 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: 18 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: rfrank@ocoee.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: GPK OET LLC 8615 Commodity Cir. #17 Orlando, FL 32819 Attention: Sen Zhang Telephone: ________________ Facsimile: _________________ E-mail: ___________________ With A Required Copy To: _________________________ _________________________ _________________________ _________________________ Telephone No.: _________________________ Facsimile No.: _________________________ Email: _________________________ 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. 19 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. Subject to the foregoing, all of the partie 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. 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. 14.9. Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement. 14.10. Further Assurances. In addition to the actions recited herein and contemplated to be performed, executed, or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute, or deliver or cause to be performed, executed, 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. 14.11. 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 20 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. 14.12. . If either party hereto brings an action or proceeding against the other party to enforce 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 disbursements, and the fees and costs of expert witnesses. If any party secures a judgment in any fees and costs) incurred by the prevailing party in enforcing such judgment, or any costs and ex 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. 14.13. Business DayBusiness Day 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. 14.14. 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 Original Proposed Document 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. 21 14.15. 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 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. 14.16. 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. 14.17. Assignment of Contract. Buyer may assign its rights and obligations under this Agreement to a related entity without the written consent of Seller. However, Buyer shall provide to Seller written notice of such assignment within five (5) business days following such assignment and such assignment shall not be deemed to extend any time periods set forth herein. 14.18. Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 14.19. Tree Harvesting. Notwithstanding anything contained herein to the contrary, Seller shall have the right to harvest the trees on the Property prior to Closing and receive 100% of the proceeds relating thereto. Seller agrees to keep Buyer reasonably informed as to the timing for the harvesting of the trees. 14.20. Approval by City Commission. Buyer acknowledges that pursuant to Section C- 8(B)(1) of the City Charter, this Agreement is contingent upon being approved by the City Commission following the holding of an advertised public hearing. Seller shall endeavor to hold the public hearing as soon as reasonably practical following the execution of this Agreement. \[Remainder of this page intentionally left blank. Signature page(s) follow(s).\] 22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. SELLER: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By:_________________________________ Rusty Johnson, Mayor Attest:______________________________ Melanie Sibbitt, City Clerk Date: ______________, 2020 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 _____________________, 2020. ________________________, 2020 UNDER AGENDA ITEM NO._______ SHUFFIELD, LOWMAN AND WILSON, P.A. _______________________________ City Attorney BUYER: GPK OET, LLC, a Florida limited liability company By: Print Name: Its: Date: __________________, 2020 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 Effective Date latest date such agreement was signed by Seller and Buyer. SHUFFIELD, LOWMAN & WILSON, P.A By: Print Name: Its: Date: ________________, 2020 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: _______________, 2020 S-2 PARCEL LEGAL DESCRIPTION 4819-6122-8745, v. 4