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HomeMy WebLinkAboutItem 09 Unsolicited Letter of Intent (LOI) between TNXL Academy Ducks LLC and City of Ocoee City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: December 2, 2025 Item #: 9 Contact Name: Michael Rumer Department Director: Contact Number: Ext. 6434 City Manager: Craig Shadrix Subject: Unsolicited Letter of Intent (LOI) between TNXL Academy Ducks LLC and City of Ocoee for 10.20 +/- Acres of land located at 1755 Adair Street and 1701 Adair Street (Sorenson Fields and a portion of Ison Center property). (Assistant City Manager Rumer) Background Summary: TNXL Academy Ducks LLC (TNXL) has submitted an unsolicited Letter of Intent (LOI) to purchase approximately 8.97 acres of land located at 1755 Adair Street (the Sorenson Field property), along with a 1.3 acre portion of 1701 Adair Street consisting of the strip of land situated between the Ison Center parking lot's east side and the existing TNXL facility. The parcels identified in the LOI are 08-22-28- 2866-01-200 and 08-22-28-0000-00-041. Under the proposal, the Ison Center would retain 2.3 acres. The LOI offers a purchase price of $2,200,000 for the approximately 10.20 acres and includes TNXL’s commitment to replace the functionality of the two fields (sized for junior and senior level baseball) at Sorenson with like-sized fields at Vignetti Park —valued at roughly $900,000. Founded in 2014 by Brian Martinez, TNXL Baseball Academy serves student-athletes in grades 6–12. Through its partnership with G3 Academy, TNXL provides a dual-pathway model that combines accredited academic instruction with high-level baseball training. The academy has established a strong track record of player development and placement, with 95% of graduates either signing collegiate baseball commitments or being selected in the Major League Baseball draft. In 2024, TNXL expanded its enrollment to 110 athletes and grew to four teams, which collectively captured the Premier Division Championship of the NAA Conference that same year. On July 18, 2019, the City Commission approved a Lease Agreement with TNXL permitting construction of a baseball training facility and use of the fields at Sorenson Park. A subsequent First Amendment, approved on July 21, 2020, authorized construction of a permanent 80' × 120' building at the site. The Second Amendment, approved December 17, 2024, provided for a $640,000 capital investment by TNXL for facility improvements, including: (i) installing synthetic turf infields on both the Senior and Junior fields; (ii) raising the outfield fence on the Junior field; (iii) adding additional netting on the Junior field; and other enhancements. This amendment also reduced TNXL’s lease payments. The current lease rate is $1,500 per month with a 5% annual escalation. Per the agreement, the City maintains access to both Sorenson fields Monday through Friday from 5:00 p.m.–10:00 p.m., and on Saturdays from 8:00 a.m.–10:00 p.m. with 48 hours’ notice for City Little League and other municipal uses. Presently, under this agreement, the city reserves the fields for Legacy Charter School baseball team, Ocoee Middle School's feeder team to Ocoee High School, and various other travel ball teams. The City's Youth baseball league does not field any teams in the age bracket that would use the fields at this time. TNXL’s submission of the LOI represents a significant step toward solidifying its long-term presence in Ocoee City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org and supporting the continued expansion of its educational, training, and operational facilities. Ownership of the land and associated buildings would strengthen TNXL’s ability to secure capital investment and establish a more permanent foundation for future growth. In November 2024, TNXL commissioned an appraisal of the combined properties, including the Sorenson Fields, the Ison Center building, and the existing TNXL facility under lease. The appraisal estimated the market value of the Sorenson Fields property at $675,000, and the combined value of the full acreage on the Ison Center property and both buildings at $2,337,000. A summary of the key elements of the LOI is provided below: 1. Purchase +/- 10.20 acres of land, including the two Sorenson ball fields, the land containing the existing TNXL building, and the additional land between that building and the Ison Center parking lot for $2,200,000. 2. Replace the functionality of the two fields at Sorenson with like fields at Vignetti Park. 3. Maintain City access to the Sorenson Fields—Monday through Friday from 5:00 p.m.–10:00 p.m., and on Saturdays from 8:00 a.m.–10:00 p.m. with 48 hours’ notice for City Little League and other uses— throughout the construction of the two Vignetti Park fields. If the City Commission approves the LOI, staff will bring back a purchase and sale agreement to a City Commission meeting detailing the above terms and any other stipulations identified in the negotiations. Issue: Should the Honorable Mayor and City Commissioners approve City Staff to accept the unsolicited Letter of Intent (LOI) with TNXL Academy Ducks LLC for the purchase of approximately 10.20 acres of land located at 1755 Adair Street and 1701 Adair Street (Sorenson Fields and a portion of Ison Center property)? Recommendations: Staff recommends acceptance of the Letter of Intent (LOI) between TNXL Academy Ducks LLC and the City of Ocoee for approximately 10.20 acres of land located at 1755 Adair Street and 1701 Adair Street (Sorenson Fields and a portion of Ison Center property) and bringing back a purchase and sale agreement outlining conditions to include those stated in the LOI. Attachments: 1. TNXL LOI 2. TNXL LOI Baseball Field Property Information 3. Ison Center 2.3 Acres 4. Property Subject to LOI 5. Appraisal of Properties on Adair St Financial Impacts: Land sale proceeds in the amount of $2,200,000. Type of Item: Regular Letter of Intent (LOI) Date: September 22, 2025 To: Craig Shadrix City of Ocoee 1 N Bluford Ave. Ocoee, FL 34761 RE: City-Owned Property PID: 08-22-28-2866-01-200 This Letter of Intent ("LOI") sets forth the general terms and conditions under which TNXL Academy Ducks LLC (the “Buyer”) proposes to acquire from the City of Ocoee (the “Seller”) the property described below. Upon mutual execution of this LOI, a formal Contract (defined below) between Buyer (defined below) and Seller (defined below) shall be drafted by Buyer incorporating the terms and conditions specified herein, plus any other terms and conditions that are mutually acceptable to Seller and Buyer. 1. Property Approximately 10.16 acres as depicted in the attached Exhibit A (Plot Plan) and identified as PID: 08-22-28-2866-01-200. 2. Purchase Price As part of the consideration for the purchase of the property, in addition to the land purchase price of $2,200,000.00, Buyer agrees to refurbish and update the two fields at Vignetti Park in order to accommodate for the loss of use of the fields located on the property being acquired. Buyer shall complete the refurbishment and improvements within one hundred eighty (180) days following the closing of the land purchase, allowing for sufficient time to survey, design, and complete the project at Vignetti Park. All work shall be performed at Buyer’s sole cost and expense and shall be subject to coordination with the appropriate municipal authorities. 3. Intended Use The property shall be used for the development of a multi-purpose sports complex and facilities for concessions and community events. Buyer may also include additional commercial or recreational uses compliant with city zoning. 4. Deposit Buyer shall deposit $15,000 into escrow within 10 business days of the Contract’s effective date. This deposit shall be fully refundable under any of the following conditions: - The Seller defaults or does not proceed with the sale; - Title defects are discovered and not cured; - Zoning does not permit Buyer’s intended use; - The Buyer terminates during the Due Diligence Period for any reason. 5. Due Diligence Buyer shall have 120 days from execution of the Contract to perform feasibility, environmental, and land use/zoning due diligence. Seller shall cooperate and provide access for surveys, reports, etc., and shall deliver all existing documentation in its possession within 10 days. 6. Zoning and Use Assurance Seller represents that the property is appropriately zoned or shall support any zoning amendments necessary for Buyer’s intended use. The sale is contingent upon zoning confirmation or approval supporting the sports complex and concessions use. 7. Impact Fees To the extent permitted by law, the City of Ocoee shall waive or exempt Buyer from any future construction impact fees for development of the property. 8. Title Seller shall convey good and marketable title. All title defects (monetary or otherwise) must be cured by Seller prior to closing unless expressly waived in writing by Buyer. Failure to cure shall entitle Buyer to terminate and receive full refund of the deposit. 9. Closing Closing shall occur within 60 days following City of Ocoee site plan approval for Buyer’s proposed development. 10. Costs Seller to pay title insurance, deed transfer taxes, and settlement costs. Buyer pays for inspections, surveys, and own legal fees. 11. Contract This LOI will serve as the basis for a formal Contract for Sale and Purchase, to be negotiated and executed within 10 calendar days of LOI execution. 12. Exclusivity Seller shall not solicit or negotiate other offers during the exclusivity period defined herein. 13. Exhibit A: Plot Plan The document titled “Baseball Field Property Information.pdf” dated 9/17/2025 is hereby incorporated as Exhibit A to this LOI and shall be attached to the final contract. 14. Legal Disclaimer This LOI does not constitute a binding agreement, and no legal obligation shall arise unless and until a formal Contract is executed by both parties. The above general terms and conditions are not fully exhaustive. Additional issues will need to be addressed in the formal Contract. While we anticipate that the definitive Contract will be generally consistent with this LOI, this LOI shall not create any legal rights or obligations on behalf of or between Seller and Buyer. Nothing herein constitutes an offer to purchase or acceptance of an offer to sell. This LOI is not a contract. Neither party shall be bound or obligated to perform under the above terms unless a Contract is executed. If the above is acceptable to you as the basis for a possible transaction, please sign this LOI in the space provided below and return the same to me no later than TBA. Upon my receipt of the executed LOI, Seller will promptly proceed with the preparation of a formal Contract. Accepted and Agreed To: BUYER: TNXL Academy Ducks LLC By: ___________________________ Name: Title: Manager Date: SELLER: City of Ocoee By: ___________________________ Name: Title: Date: I This map has been produced from the most accurate information available.The City of Ocoee is not responsible for any errors or omissions contained hereon. Prepared by the City of Ocoee Support Services Department. Property Information LEGEND Baseball_Field_Parcels Date: 9/17/2025 Document Path: M:\ProjData\LM\Mike Rumer Projects\Property Information.mxd 160 0 16080 Feet 442,511.22 Sq. Ft. 10.16 AC APPRAISAL REPORT 24-0483 Recreation Property 1701 & 1755 Adair St Ocoee, Florida 34761 Prepared For: Mr Brian Martinez 1755 Adair St Ocoee, FL 34761 Requested By: Mr Brian Martinez Buyer As Of: 10/07/2024 Street View of Subject Property 2 11/3/2024 Mr Brian Martinez Buyer 1755 Adair St Ocoee, FL 34761 Re: 24-0483 Recreation Property 1701 & 1755 Adair St Ocoee, Florida 34761 Dear Mr Martinez: Thank you for the opportunity to provide appraisal services. Based on our agreement with you, we have performed an appraisal and reported our findings in this Appraisal Report format. This report is intended to comply with the reporting requirements under Standards Rule 2.2 of the Uniform Standards of Professional Appraisal Practice (USPAP 2024). The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. Herring Realty Advisors is not responsible for unauthorized use of this report. SUBJECT DESCRIPTION The subject can be described as multiple parcels that include two baseball fields with a private access road, an industrial-style building currently used for exercise and batting practice, and a community center. The community center used to be a church and still retains many of the elements of design, with several open areas, offices, bathrooms, and a kitchen. The City of Ocoee owns all three parcels. They have broken out a small portion of 1701 Adair St to a separate parcel so that the new building can be taxed. The building is otherwise on leased land. For the purposes of this valuation, 1701 Adair St includes the land and all of the buildings, while 1755 Adair St is just the parcel with the ballfields. The third parcel is an anomaly for tax purposes that would be rectified in the proposed sale. The property cards for all three parcels are in the addenda. They currently have residential zoning but have future zonings for recreational/institutional purposes. The City of Ocoee is interested in selling the property to the owner of a baseball academy for continued use with the current improvements. More information describing the subject parcels and improvements in detail are included in the report. 3 ASSIGNMENT CONDITIONS The intended use of this report is for purposes of negotiation. It is our understanding that the intended user and client of the report is Brian Martinez, the only intended user of this report. Use of this report by Third-Parties and other unintended users is not permitted. The real estate interest appraised is Fee Simple Interest. Fee Simple Interest is absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. While the industrial building is currently on leased land, if the property were to sell to the buyer, then the lease would be eradicated and the industrial building would become part of the property. The industrial building is already assessed as real property. In this scenario, the fee simple value of the property is thus the most relevant. The effective date of the appraisal is 10/07/2024. The report date is 11/3/2024. The definition of value is: Market Value2 SCOPE OF WORK The subject was visited on the effective date by the appraiser. I walked the property and entered both buildings. I interviewed the buyer and the seller. After reviewing the property, I devised a scope of work to determine value of the property based on available data and accepted appraisal techniques. 4 VALUE OPINION The value opinion and approaches are described and delineated in the report. See each applicable value approach section for details. The value opinion is summarized below. As of the effective date, the market values for the subject are: FINAL DETAILS This report is the result of the appraiser and client concurring on the appropriate valuation methods based on the subject property specifics resulting in a credible value opinion. This appraisal does not include any extraordinary assumptions. This appraisal contains the hypothetical condition that the small cutout from 1701 Adair St is added back to the property so that the analysis mimics reality instead of tax needs. The building cannot be removed and sold separately and in the proposed sale would be come part of the property, so it does not make sense to exclude it or value it separately. Reliance on this condition may have had an impact on report results. I certify that I have no present or contemplated future interest in the property beyond this estimate of value. I have performed no services, acting as an appraiser or in any other capacity, on the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. Your attention is directed to the Limiting Conditions and Assumptions section of this report. Acceptance of this report constitutes an agreement with these conditions and assumptions. Seth Philip Shore, SRA State-certified General Real Estate Appraiser #RZ4151 11/3/2024 5 Certification I certify that, to the best of our knowledge and belief:  The statements of fact contained in this report are true and correct.  The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions.  We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved.  We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.  Our engagement in this assignment was not contingent upon developing or reporting predetermined results.  The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan.  The signatories of this appraisal report nor Herring Realty Advisors have been sued by a regulatory agency or financial Institution for fraud or negligence involving an appraisal report.  Compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.  Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, 2024 Edition.  Seth Shore has made a personal observation of the property that is the subject of this report.  No one provided significant real property appraisal assistance to the persons signing this certification.  Our analyses, opinions, and conclusions have been developed, and this report has been prepared, in compliance with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP) as promulgated by the Appraisal Standards Board of The Appraisal Foundation. This report was also prepared in conformance with the State of Florida Standards for Certified General Real Estate Appraisers and, if applicable, the client’s appraisal requirements.  We have not relied on unsupported conclusions relating to characteristics such as race, color, religion, national origin, gender, marital status, familial status, age, receipt of public assistance 6 income, handicap, or an unsupported conclusion that homogeneity of such characteristics is necessary to maximize value.  It is our opinion that the subject does not include any enhancement in value as a result of any natural, cultural, recreational or scientific influences retrospective or prospective.  We have extensive experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP.  The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.  As of the date of this report, Seth Shore has completed the continuing education program for Designated Members of the Appraisal Institute.  We have not relied on the work of others if we have a reasonable doubt that the work is credible.  I have provided no prior services on this property in the last three years, appraisal or otherwise. Seth Philip Shore, SRA State-certified General Real Estate Appraiser #RZ4151 11/3/2024 7 Assumptions 1. This is an appraisal report presented in an Appraisal Report format which is intended to comply with the reporting requirements set forth under Standard Rule 2-2 of the Uniform Standards of Professional Appraisal Practice. It is understood between the parties that the scope of the assignment is limited and we relied on information obtained from the Public Records of Orange County, published data sources and discussions with market professionals such as investors and brokers relative to the subject’s income performance and physical composition. Herring Realty Advisors is not responsible for unauthorized use of this report. 2. Unless otherwise specifically noted in the body of the report, it is assumed that title to the property or properties which are identified as the subject of the report, are clear and marketable and there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value including but not limited to liens, easements, restrictions, and encumbrances. Herring Realty Advisors has not examined title and makes no representations relative to the condition thereof. 3. Unless otherwise specifically noted in the body of the report, the legal description furnished is assumed to be correct. Any abbreviations or discrepancies relative to the legal would be identified. 4. It is assumed that surveys and/or plats furnished to, or acquired by, the appraiser and used in the making of this report are correct. Herring Realty Advisors has not made a land survey or caused one to be made unless identified in the report and therefore, assumes no responsibility for accuracy of same. 5. It is assumed any improvements have been, or will be, constructed according to approved architectural plans and specifications in conformance with recommendations contained in or based on any soil report(s). Unless otherwise noted, Herring Realty Advisors has not retained independent engineer(s) or architect(s) in connection with the report and therefore, makes no representations relative to conformance with approved architectural plans, specifications, or recommendations contained in or based on any soil(s) report. 6. It is assumed that all factual data furnished by the client, property owner, owner's representative, or persons designated by the client or owner are accurate and correct unless otherwise specifically noted in the report. I do not guarantee the correctness of such data, although as far as is reasonably possible, the data has been checked and is believed to be correct. Information and data referred to in this paragraph may include but is not limited to information relative to the subject of the report regarding numerical street addresses, lot and block numbers, assessor’s parcel numbers, land dimensions, square footage area of land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, budgets, historic operating expenses, and related data. Information obtained regarding demographics, comparable verification, and data of a general sense is assumed factual as confirmed and the source(s) reliable. Any material error in the gathered data could have substantial impact on the conclusions reported; as a result, Herring Realty Advisors reserves a right to amend conclusions reported if made aware of such an error. 7. Unless otherwise noted in the body of the report, it is assumed that there are no mineral or sub-surface rights of value involved in the report and there are no other development rights of value that may be transferred. Subsurface rights, minerals and oils, were not considered in making this report unless otherwise stated. 8. Any riparian and/or littoral rights identified by survey or plat are assumed to go with the property unless easements and/or deeds of record were found by the appraiser to the contrary. 9. It is assumed that there is full compliance with all federal, state, and local environmental regulations and laws, unless non- compliance is stated, defined, and considered in the report. 10. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless the non- conformity has been stated, defined, and considered in the report. Unless otherwise noted, it is assumed that no changes in the present zoning ordinances or regulations governing use, density, or shape, are being considered. 11. It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization has been, or can be, obtained or renewed for any use on which the value estimate contained in the report is based. 12. Unless otherwise stated in the report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraisers. The appraisers have no knowledge of the existence of such material on or in the 8 property. The appraisers, however, are not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated ground water, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated upon the assumption that there is no such material on or in the property that would cause loss in value or affect its marketability. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field if desired. 13. The soil of the area which is the subject of the report appears to be firm and solid. Unless otherwise stated, subsidence in the area is unknown or uncommon, but Herring Realty Advisors does not warrant against this condition and/or occurrence. 14. It is assumed that the utilization of the land and improvements is within the boundaries or property lines as described in the report, and there is no encroachment or trespass, unless noted. 15. The date of value of which the opinions in the report apply is set forth in the body of the report. Herring Realty Advisors assumes no responsibility for economic or physical factors occurring at some later date which may affect the opinions stated in the report. 16. Unless specifically noted in the body of this report, it is assumed that the property or properties described are structurally sound, seismically safe, and that all building systems (mechanical, electrical, HVAC, elevator, plumbing, etc.) are, or will be upon completion, in good working order with no major deferred maintenance or repair required; that the roof and exterior are in good condition and free from intrusion from the elements; that the property or properties have been engineered in such a manner that it/they will withstand any known elements such as wind storm, flooding, or similar natural occurrences; and that the improvements as currently constituted conform to all applicable local, state, and federal building codes and ordinances. Herring Realty Advisors 's professionals are not engineers and are not competent to judge matters of an engineering nature, nor has Herring Realty Advisors retained independent structural, mechanical, electrical, or civil engineers in connection with the report. As such, Herring Realty Advisors makes no representations relative to the condition of the improvements. Unless otherwise noted in the report, no problems were brought to the attention of Herring Realty Advisors professionals by ownership or management. Unless otherwise noted, Herring Realty Advisors 's professionals inspected less than 100% of the entire interior and exterior portions of the improvements. If questions regarding engineering studies are critical to the decision process of the reader, the advice of competent engineering consultants should be obtained and relied upon. If engineers and consultants retained should report negative factors of a material nature or if such are later discussed relative to the condition of the improvements, such information could have a substantial negative impact on the conclusions reported. Accordingly, if negative findings are reported by engineering consultants Herring Realty Advisors. reserves the right to amend the report conclusions. 17. Unless otherwise specifically noted, this report is not being prepared for use in conjunction with litigation. Accordingly, no rights to expert testimony, pretrial or other conferences, disposition, or related services are included in this appraisal. If as a result of this undertaking, Herring Realty Advisors or any its officers, professionals, and/or consultants are requested or required to provide any of the foregoing services, such shall be subject to the availability Herring Realty Advisors professionals or consultants at the time and shall further be subject to the party or parties requesting or requiring such services paying the then applicable professional fees and expenses. 18. Neither all nor any of the contents of the report shall be conveyed to the public through advertising, public relations, news, sales or other media without written consent and approval of Herring Realty Advisors, particularly as to the valuation conclusions, the identity of the professionals or firm, or any reference to the Appraisal Institute, the SRA designation, or certification by the State of Florida. Exempt from restrictions relative to the transmittal of this report to third parties is duplication for internal use of the client-addressee and/or transmission to attorneys, accountants, or advisors of the client- addressee. Also exempt from this restriction is transmission of the report to any court, governmental authority, or regulatory agency having jurisdiction over the party/parties for whom the report was prepared, providing that the report and/or its contents shall not be published, in whole or in part in any public document without the express written consent of Herring Realty Advisors or its principals, which consent Herring Realty Advisors reserves the right to deny. The report should not be advertised to the public or otherwise used to induce a third party to purchase the property. Any third party not covered by the exemptions herein who may possess this report is advised that he should rely on his own independently secured advice for any decision in conjunction with the property. Herring Realty Advisors its professionals and/or principals, shall have no accountability or responsibility to any such third party. 19. Unless specifically set forth in the body of the report, nothing contained therein shall be construed to represent any direct or indirect recommendation to buy, sell, or hold the property(ies) at the value(s), or development scenario as stated. Such decisions involve substantial investment strategy and must be specifically addressed in consultation form. 9 20. The distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other report and are invalid if so used. 21. The forecasts, projections, and/or operating estimates contained herein are based on current market conditions, anticipated (though recognizably short term) supply and demand factors, and a continued stable economy, unless otherwise stated. Any forecasts are therefore subject to changes in future conditions. The Americans with Disabilities Act ("ADA") became effective January 26, 1992 Herring Realty Advisors has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since Herring Realty Advisors has no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. 10 INTRODUCTION Purpose of the Appraisal The purpose of this appraisal is to opine the market value of the fee simple interest of the subject. Intended Use/Client and Intended User(s) The intended use of this report is for for purposes of negotiation. It is our understanding that the intended user and client of the report is Brian Martinez, the only intended user of this report. Use of this report by Third-Parties and other unintended users is not permitted. This report must be used in its entirety. Reliance on any portion of the report independent of others may lead the reader to erroneous conclusions regarding the property values. Dissemination of any or all of the report is strictly prohibited for any marketing efforts, print or any electronic means. The definition of Market Value relied upon is included before the Addenda. Competency of the Appraisers The appraisers' specific qualifications are included within this report. These qualifications serve as evidence of their competence for the completion of this appraisal assignment in compliance with the competency provision in USPAP. The appraisers' knowledge and experience, combined with their professional qualifications, are commensurate with the complexity of this assignment. The appraisers have previously provided consultation and value estimates for properties similar to the subject in Florida. Interest Appraised Fee Simple Interest is absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. Effective Date of Value 10/07/2024 Date of Report 11/3/2024 Scope of Work Scope of work is the most critical decision an appraiser will make in performing an assignment. Solving an appraisal problem involves three steps: 1. Identifying the problem 2. Determining the solution (or scope of work) 11 3. Applying the solution None of the three steps can be omitted, and each must be performed in order. To analyze the problem, the appraiser identifies seven key assignment elements: (1) client, (2) intended users in addition to the client, (3) intended use, (4) objective of the appraisal, or type of value and its definition, (5) effective date, (6) property characteristics that are relevant to the assignment such as the interest to be valued and physical and legal characteristics), and (7) assignment conditions such as hypothetical conditions, extraordinary assumptions, and other requirements. These elements provide the framework for the assignment and allow the appraiser to identify the problem to be solved. The second step is to determine the scope of work to solve the problem. Scope of work encompasses all aspects of the valuation process, including which approaches to value will be used; how much data is to be gathered, from what sources, from which geographic area, and over what time period; the extent of the data verification process; and the extent of property inspection, if any. The scope of work decision is appropriate when it allows the appraiser to arrive at credible assignment results and is consistent with the expectations of similar clients and the work that would be performed by the appraiser’s peers in a similar situation. Source: Appraisal of Real Estate Source: Stephanie Coleman, Scope of Work (Chicago: Appraisal Institute) 12 Site Visit Seth Shore has inspected the subject property. The appraiser is not a professional surveyor, inspector, or engineer. Herring Realty Advisors did not employ any professional surveyors, inspectors, general contractors, or engineers in completing this report. Unless otherwise noted, there were no known issues presented about the subject property. If there are concerns about boundaries, environmental issues, or significant physical issues, then the appropriate professionals should be consulted. Data Research We collected factual information about the subject property and the surrounding market. Our research included CoStar, CoreLogic, Loopnet, MLS, Site to Do Business, LandID, and the Orange County’s public records including the County Clerk and Property Appraiser’s Office. We generally researched three years from the date of our valuation including reviewing any relevant current listings. We confirmed that information with various sources such as buyers, sellers and brokers. Methodology The cost approach is applicable and completed for 1701 Adair St. The subject is zoned residential and there were some comparable sales of properties built for competing uses. The improvements were in good shape and custom built, so the cost approach best describes the exact subject property for 1701 Adair St. For 1755 Adair St there are no competing sales of city parks lands as municipalities usually have to buy and sell at market value for other purposes. There is no direct marketability of the land at 1755 Adair St since it would be for purely recreational purposes and the zoning would not change. The sales comparison approach is applied to both addresses. There were sufficient comparable sales of each property type to determine the value from market actions. The sales comparison approach best emulates the actions of buyers and sellers based on direct evidence from the market. This approach is applicable and completed. The income approach is not applicable nor completed as the subject is not typical of rental properties in the market. Most assembly-type properties are owner-occupied and there is not enough data to derive market rents or cap rates. After careful consideration of the approaches and the available data, the cost and sales comparison approaches demand equal weight for 1701 Adair St. For 1755 Adair St, the sales comparison approach is the only approach and is the final indicator of value. Due to USPAP protocols and accepted appraisal practices, while the properties might be inter-related to the buyer, they have different highest and best uses, and as such, are valued separately. The most likely buyer for the subject properties would be a municipality or a community-oriented group such as a school, charity, or social/religious organization. Marketing and exposure time would be at least a year. 13 Ownership and Subject Property History According to the Orange County Property Appraiser’s Office, the current owner of record is City of Ocoee. 1755 Adair St has no recorded sales history. 1701 Adair St last sold in 2003 to the City of Ocoee, the current owner. The subject is not publicly listed for sale. It is being offered privately by the sellers. There are no contracts as of the effective date. The city has an interest in keeping this property with a recreational/community focus. 14 SITE DESCRIPTION The subject consists of two parcels. 1701 Adair St is 3.43 acres and is zoned for residential development, but it is owned by the City of Ocoee and the future land use is recreational in nature. This parcel is generally flat except for some water control ditches. There is paving and direct access off of Adair St. The property is rectangular with 265.2 feet of road frontage. The front (west) portion of the parcel has some paving and a building. The rear (east) portion of the parcel is leased with an industrial-style building on it. There is a cutout for a separate parcel to account for the building’s existence. 1755 Adair St is a flag lot with access off of Adair St via Bob Sorenson Ln, which is a private road. The site is zoned for city parks and hosts two baseball fields. There is a secondary access onto Owltree Way to the south. The fields have been graded and flattened. More information on the properties follows. 15 Aerial Map Survey Map 16 17 Access Access to the subject is legal and physical, with access along Adair St. Zoning The property is zoned R-1/R-2, FLU is Recreational by Ocoee. The property has a Recreational land use. Zoning Map Flood Information 18 The subject site is generally at road grade. There is no known FEMA influence on the site. No survey or environmental study has been provided. Flood Maps 19 Utilities Water service is provided by Ocoee. Sewer service is provided by Ocoee. Police and fire services are provided by Ocoee. Electricity service is provided by Duke Energy. 20 Site Photos Street View North Street View South 21 Street View Across Private Street 22 Private Street Private Street 23 Ball Fields Ball Fields 24 Ball Fields Ball Fields 25 Ball Fields Ball Fields 26 Ball Fields Interior View 27 Interior View Interior View 28 Interior View Parking 29 Parking 30 IMPROVEMENTS DESCRIPTION The subject has multiple improvements. On 1701 Adair St there is a community center built in 1987 and a warehouse built in 2020. The community center was originally a church and features two wings with gathering areas, common bathrooms, offices, and a kitchen. The warehouse is standard corrugated metal and steel construction with a concrete floor. There are multiple rollup doors and several bathroom buildouts. On 1755 Adair St there are two baseball fields with fences, lights, and minimal seating. Sketches and photographs of the buildings follow. 31 32 Improvements Photos Industrial Building Industrial Building 33 Industrial Building Industrial Building 34 Industrial Building Industrial Building 35 Industrial Building Industrial Building 36 Community Center Community Center 37 Community Center Community Center 38 Community Center Community Center 39 Community Center Community Center 40 Community Center Community Center 41 Community Center Community Center 42 Community Center 43 Taxes and Assessments The current just market assessment for the property is $2,610,812 . The two main parcels are not currently taxed as the City of Ocoee owns all of the land. However, a third parcel was created for tax purposes. Property Taxes In ad valorem taxation, assessed value refers to the value of a property according to the tax rolls. Assessed value may not conform to the definition of market value, but it is usually calculated in relation to a market value basis. Some municipalities estimate both an assessed value and a market value. Non-ad valorem assessments typically apply to properties receiving certain municipal services or are in special taxing districts financed by community development bonds. The subject is assessed by the County Property Appraiser and is identified by the tax parcel identification numbers with the tax bills below. The law in the State of Florida is that the local assessor should reflect 100% of fee simple market value, assuming market leases in place (where applicable). However, in actual practice assessments often vary anywhere from 80% to 90% of market value for most property types. Part of the reason for this gap is that the assessor’s office allows a discount to reflect transaction costs that the seller would experience in selling the property. Another reason for the difference is to reduce the frequency of appeals. These factors are considered in the stabilized assessment for the subject going forward. In Florida, assessments are levied based on the physical status of a property as it existed as of January 1st of each calendar year. Tax bills are issued in November, with full payment due by March 31st of the following calendar year. A discount is made available to property owners in the state of Florida for early payment of real estate taxes (4.0% in November, 3.0% in December, 2.0% in January, and 1.0% in February). This analysis assumes that competent management would act to realize the full discount and, as such, the stabilized real estate tax projection reflects the full 4.0% discount. 44 NEIGHBORHOOD DESCRIPTION The property has frontage on Adair St with optional access to Owl Tree Way. It is within the city limits of Ocoee. It is within a residential area. Toll Rd 429 and a Publix-anchored shopping center is about a mile to the northwest. Downtown Ocoee is about 1.5 miles to the southwest. The Colonial Rd/SR 50 corridor is about 3 miles to the south. Surrounding land uses include residential and recreational properties. Orange County 45 Area Maps 46 47 Population Trends According to the Orlando Economic Partnership and US Census Bureau data, the Orlando MSA is the fastest growing MSA among the thirty largest MSAs in the United States, with populations increasing in each district of the MSA – each county and Orlando itself. Local Economy 48 As a result of the above indicators, the local economy is generally strong. Population in the MSA overall is also increasing, as seen in the below chart from the Census Bureau. Personal income is also increasing in the MSA, according to the US Bureau of Economic Analysis. According to the US Bureau of Labor Statistics, unemployment has recovered to near record lows after a spike from COVID-19. 49 While there are some headwinds in the economy like elevated inflation, elevated interest rates, and fears of a minor recession, as of the effective date, the data shows that the MSA, and especially the subject’s area, would be attractive to business developers. Since this is a residential area and part of the subject is currently zoned for residential use, the residential statistics for Orange County are also included below. As seen in the statistics below, the overall trend in value is upwards but the market has cooled and prices have flattened. 50 Residential Statistics 51 52 Local Statistics 53 54 HIGHEST AND BEST USE According to the Dictionary of Real Estate Appraisal, highest and best use is defined as: The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible and that results in the highest value. The four criteria the highest and best use must meet are physically possible, legally permissible, financially feasible and maximally productive. Alternatively, the probable use of land or improved property, specific with respect to the user and timing of the use, that is adequately supported and results in the highest present value. Source: The Appraisal of Real Estate 15th Edition When a site is improved, we must recognize that the highest and best use may differ from the existing use; however, the existing use will continue, unless and until, land value (at its highest and best use) exceeds the total value of the property in its present use. The definition of highest and best use recognizes the contribution of a specific use to the community or to individual property owners. The determination of highest and best use results from the appraiser's judgment and analytical skill; i.e., determination of highest and best use is an opinion, not a fact to be found. In appraisal practice, the concept of highest and best use is the premise upon which value is based. In the context of investment value, "most profitable use" is another alternative term but the degree of risk must be considered. The highest and best use concept requires an analysis of the subject as if it were vacant and also as improved to determine if the land is more valuable as vacant than the property as improved. There are four criteria that must be met. The highest and best use must be 1) physically possible; 2) legally permissible; 3) financially feasible; and, 4) maximally productive. These criteria are generally considered sequentially and the analysis may indicate more than one use. 55 Source: Stephanie Coleman, Scope of Work (Chicago: Appraisal Institute) Physically Possible The subject site sizes vary. The sites are large enough for multiple types of development, have legal and physical access, they are level, and they have access to utilities. There are very few limitations of development purely from physical aspects. Legally Permissible As discussed earlier, the zoning differs between the properties. Both are currently owned by the City of Ocoee and the city would approve any buyer and any use. The city has intentions of keeping the properties community-minded. 1755 Adair St has a future land use of City Parks. 1701 Adair St would need to be changed to Recreational according to the city. With the future land uses, the Comprehensive Plan that requires a certain amount of space committed to community and recreational uses, and the city’s intentions, the subject parcels would need to provide recreational or community uses even under private ownership. Financially Feasible: Guides to the financial feasibility of potential uses are both current and historical vacancy rates and rental rates, construction activity, and absorption rates of space in the market area. The demand drivers in this market are the major employers in this region, increasing population, and strong financial positioning of the area. Increasing home prices have potential home buyers renting or looking at smaller homes in the area. However, in this case, profitability is not a direct factor in the development of the sites. Since they are owned by the city, they could be developed for community needs or if in the hands of a private buyer, they could provide recreational or educational services. Maximally Productive Use: The fourth and last step in the highest and best use of the subject site is to conclude which of the legally permissible, physically possible and financially feasible uses would produce the highest present land value. With the zoning restrictions in place there would be limited possibilities, but similar sites in the area provide recreational or educational services. Highest and Best Use Conclusion- As Vacant 56 Based on all the analysis above, the highest and best use of the subject property as recreational, community, and/or educational services. Highest and Best Use – As Improved 1701 Adair St has a community center that used to be a church with offices and meeting areas, along with an industrial building with bathrooms that could be used for many purposes. There is also parking. These two buildings conform with the highest and best use of the property, have been maintained, and contribute to value. There is no surplus land and no demand for redevelopment. There is no immediate demand for renovation. 1755 Adair St has two baseball fields on it which would conform with the City Parks designation. The fields are usable and in working order. Thus, the highest and best use as improved would be continued use. 57 VALUATION Cost Approach – 1701 Adair St This cost approach is only for 1701 Adair St. The industrial building is physically on 1701 Adair St but is the subject of a lease and tied to 1755 Adair St on public records. When sold, the building would become part of 1701 Adair St so that fee simple ownership is possible. Like the sales comparison and income capitalization approaches, the cost approach to value is based on market comparisons. In the cost approach, the appraiser analyzes the cost of the subject improvements by comparison to the cost to develop similar or exact improvements as evidenced by the cost of construction of substitute properties with the same utility as the subject property. The estimate of cost is adjusted for market-extracted losses in value caused by the age, condition, and utility of the subject improvements or for location problems. Next, add the land value to the total. The sum of the value of the land and the improvements is adjusted for the property rights conveyed based on market comparisons. The principle of substitution, the underlying rationale of this approach, holds that no prudent person will pay more for a property than the price of a site and the cost of constructing, without undue delay, an equally desirable and useful property. In the cost approach, the following steps are typically employed: 1. Estimate the value of the site as though vacant and available to be developed to its highest and best use. 2. Determine which cost basis is most applicable to the assignment: reproduction cost or replacement cost. 3. Estimate the direct (hard) and indirect (soft) costs of the improvements as of the effective appraisal date. 4. Estimate the appropriate entrepreneurial incentive from analysis of the market. 5. Add the estimated direct costs, indirect costs, and entrepreneurial incentive to arrive at the total cost of the improvements. 6. Estimate the amount of depreciation in the structure and, if necessary, allocate it among the three major categories: physical deterioration, functional obsolescence, or external obsolescence 7. Deduct estimated depreciation from the total cost of the improvements to derive an estimate of their depreciated cost. 8. Estimate the contributory value of any site improvements not already considered. 9. Add site value to the total depreciated cost of all the improvements to develop the market value of the property. 10. Adjust the value conclusion if any personal property (e.g., furniture, fixtures, and equipment) or intangible assets are included in the appraisal assignment. If necessary, this value, which reflects the value of the fee simple interest, may be adjusted for the property interest being appraised to arrive at the indicated value of the specified interest in the property. 58 Comparable Sale Discussion There are limited comparable sales for the subject. However, there are sufficient sales for completing a credible report. Sale 1 is a recent sale of residential land within the City of Ocoee. Sale 2 is a recent sale of residential land sold nearby. Sale 3 is residential land that was bought for the purposes of developing an academy and thus the intended purpose of the purchase most aligns with the subject’s highest and best use. All sales were at market conditions with typical financing and in arm’s length transactions. None of the sales were set for total commercial redevelopment. Information and photos of the comparable sales follow. 59 Land Sale Write-ups Land Sale No. 1 Property Identification Record ID 80 Property Type Residential, Residential Property Name Development LAnd Address 38 E Silver Star Rd, Ocoee, Orange County, Florida 34761 Tax ID 18-22-28-0000-00-065, 18-22-28-0000-00-064,18-22-28-4100- 00-020,18-22-28-4100-00-030 Latitude, Longitude N28.575210, W-81.543010 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor Margaret Colella Revocable Trust Grantee Empire Developers LLC Sale Date May 27, 2024 Deed Book/Page 20240309081 Property Rights Fee Simple Marketing Time 546 Conditions of Sale Arm's Length Financing Cash Sale History Last transferred into a trust in 2021-22 60 Land Sale No. 1 (Cont.) Sale Price $850,000 Cash Equivalent $850,000 Adjusted Price $850,000 Land Data Zoning R-1AA Topography Mostly Flat Utilities On Site Shape Irregular Landscaping Wooded Flood Info X Land Size Information Gross Land Size 6.930 Acres or 301,871 SF Indicators Sale Price/Gross Acre $122,655 Sale Price/Gross SF $2.82 Remarks These four properties transferred from the same seller to the same buyer on one deed. They are four contiguous lots within the Ocoee city limits. The buyer was a developer. According to the MLS, "BEGIN DEVELOPING PARCES DIRECTLY ADJACENT TO FLOURISHING DOWNTOWN OCOEE! Four contiguous parcels totaling 6.52 acres available on, primarily, Silver Star Road, with adjoining areas along Rewis Street as well. Zoned R1-AA (low-density residential) and ready to develop MULTIPLE single-family homes. Property does not lie within Ocoee's overlay district (despite proximity). Nearly 300 feet of frontage on busy, Silver Star Road (15.5k vehicles per day, on average)." 61 Land Sale No. 2 Property Identification Record ID 81 Property Type Agricultural, Residential Property Name Development Land Address 6324 Lakeville Rd, Orlando, Orange County, Florida 32818 Tax ID 35-21-28-0000-00-081 Latitude, Longitude N28.625180, W-81.481140 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor Randall and Elizabeth Randall Grantee Uruk Investment & General Trading LLC Sale Date August 18, 2023 Deed Book/Page 20230487138 Property Rights Fee Simple Marketing Time 578 Conditions of Sale Arm's Length Financing Cash Sale History Last sold in 1999 Sale Price $300,000 Cash Equivalent $300,000 Adjusted Price $300,000 Land Data Zoning A-1 62 Land Sale No. 2 (Cont.) Topography Flat Utilities Available Shape Rectangular Landscaping Wooded Flood Info X Land Size Information Gross Land Size 2.640 Acres or 114,998 SF Indicators Sale Price/Gross Acre $113,636 Sale Price/Gross SF $2.61 Remarks This property is a single residential lot surrounded by residential sites. The property is raw and wooded. According to the MLS, "Great opportunity to own this nearly 2.5-acre wooded parcel and build, subdivide, or change to your preferred use; A-1 zoning currently. Wooded, high and dry, fronting Lakeville Road & so convenient to 429, FL Turnpike, 408, downtown Orlando, and more." 63 Land Sale No. 3 Property Identification Record ID 79 Property Type Residential Property Name Development Land Address 6115 Clarcona Ocoee Rd, Orlando, Orange County, Orange County, Florida 32810 Tax ID 36-21-28-0000-00-097, 36-21-28-0000-00-040 Latitude, Longitude N28.612126, W-81.465030 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor Roger and Emily Kopas Grantee Saints Academy, Inc Sale Date October 14, 2022 Deed Book/Page 20220724132 Property Rights Fee Simple Marketing Time 362 64 Land Sale No. 3 (Cont.) Conditions of Sale Arm's Length Financing Cash Sale History Last sold in 2014 Sale Price $790,000 Cash Equivalent $790,000 Adjusted Price $790,000 Land Data Zoning A-1, Agricultural Topography Mostly Flat Utilities On Site Shape L Shaped Landscaping Partially Cleared Fencing None Flood Info X Land Size Information Gross Land Size 5.320 Acres or 231,739 SF Indicators Sale Price/Gross Acre $148,496 Sale Price/Gross SF $3.41 Remarks This sale consisted of two properties from the same owner to the same buyer with one deed. The properties had older houses on them. The properties are surrounded by residential properties. The land was purchased to develop a school. The zoning as of purchase was agricultural which allows residential and some community-centric uses. According to the MLS: "Price Improvements! Great potential on this 5+ Acres located on exploding West Orlando near Ocoee and Winter Garden. This land has great potential for developer to rezone for mix-use/residential subdivision/commercial. The parcel has an amazing 660+/- road frontage on Clarcona Ocoee that is major thoroughfare between Orlando and Winter Garden. There are new plazas and brand new subdivisions that are being built and planned within a quarter mile of this property. Major highways are close proximity to this land as well; HWY 429, HWY 408, and the turnpike." 65 Land Sales Adjustment Grid Land Sales Summary and Adjustment Grid Subject Comp 1 Comp 2 Comp 3 Location:1701 & 1755 Adair St 38 E Silver Star Rd 6324 Lakeville Rd 6115 Clarcona Ocoee Rd O.R. Book/Page:20240309081 20230487138 20220724132 Seller:Margaret Colella Revocable Trust Randall and Elizabeth Randall Roger and Emily Kopas Buyer:Empire Developers LLC Uruk Investment & General Trading LLC Saints Academy, Inc Date of Sale:May, 2024 August, 2023 October, 2022 Sale Price:$850,000 $300,000 $790,000 Adjusted Sale Price:$850,000 $300,000 $790,000 No of Units:Site Size (SF):149,411 301,871 114,998 231,739 Site Size (Acres):3.43 6.93 2.64 5.32 Unadjusted Price/Gross Acre:$122,655 $113,637 $148,496Unadjusted Price/Sq. Ft: Adjustments Rights Transferred:Fee simple Fee simple Fee simple Financial Considerations:Market Market Market Conditions of Sale:Arm's Length Arm's Length Arm's Length Market Conditions - Time:Stable Stable Stable Time Adj. Cash Equiv. Price/Gross Acre: $122,655 $113,637 $148,496 Location:Average Similar Similar Similar Site Size (Gross Acres):3.43 6.93 2.64 5.32 Zoning:R-1/R-2, FLU is Recreational R-1AA A-1 A-1 Utilities:All Available Similar Similar Similar Net Adjustments:0%0%0% Adjusted Price/Gross Acre:$122,655 $113,637 $148,496 66 Land Comparables Map 67 Land Sales Analysis The preceding sales were confirmed to offer the best indication of value of the subject site via the Sales Comparison Approach. A number of sales were examined, and in the final analysis they were narrowed to the three most comparable transactions. Adjustments for time and price trends were considered, but with the market stable overall and the oldest sale slightly higher per acre than the newest sale, there is no demand for an adjustment. All of the transactions are relatively timely, taking place from October, 2022 to May, 2024. There were no adjustments demanded for the subject’s physical characteristics as they are all similar in location, size, utility, and zoning. Sale 1 and Sale 3 demand all of the weight. The subject site is between Sale 1 and Sale 3’s price per acre with both weighted equally, resulting in a value opinion of $135,000 per acre. When applied to the subject this results in: 3.43 Acres of Land Area x $135,000/Acre = $463,000. Land Value Opinion Rd. $463,000 68 Replacement Cost New Cost New Estimate The next step in the cost approach is to estimate the replacement cost new[1] (RCN) for the subject property. The RCN is comprised of three parts. Each of these three parts will be estimated for this section of the appraisal with each being drawn from the market. 1. Direct Costs, 2. Indirect Costs, and 3. Entrepreneurial Incentive Direct and Indirect Costs Cost new estimates were gathered from Marshall Valuation Service (MVS). There is a limited level of market construction and very limited survey data available. The detailed cost information is retained in my work file with the summary of the it is detailed in the table below for the subject property. Entrepreneurial Incentive Historical cost data from prior appraisal reports and surveys completed in this market are the basis for this third part of the cost matrix. Historically, the market requires a minimum 20% incentive to induce the construction of a property on the market. Actual returns, or entrepreneurial profit, will differ from the 20%. This is the reason this report reflects 20% for EI. [1] A replacement cost estimate envisions constructing a structure of comparable utility, employing the design and materials that are currently used in the market. The current cost of a similar new item having the nearest equivalent utility as the item being appraised. The cost of replacing an asset with an equally satisfactory substitute asset normally derived from the current acquisition cost of a similar asset, new or used, or of an equivalent productive capacity or service potential. Replacement cost assumes the use of modern materials, techniques, and designs. The results of the analysis is shown below, resulting in an approach total of $2,407,000. 69 70 Sales Comparison Approach The following steps describe the applied process of the Sales Comparison Approach:  The market in which the subject property competes is investigated; comparable sales, contracts for sale, and current offerings are reviewed.  The most pertinent data is further analyzed, and the quality of the transaction is determined.  The most meaningful unit of value for the subject property is determined.  Each comparable sale is analyzed and where appropriate, adjusted to equate with the subject property.  The value indication of each comparable sale is analyzed, and the data is reconciled for a final indication of value via the Sales Comparison Approach. Adjustment Process I have researched and analyzed comparable sales in this approach, detailed on the following analysis grid. The comparable sales are analyzed and compared with the subject property. I have considered adjustments in the areas of: *Property Rights Sold *Financing *Conditions of Sale *Economic Trends (market conditions) *Location *Physical Characteristics The degree of price variance caused by these elements was estimated using paired data sets where possible. Other adjustments were based on interviews with other local appraisers, developers, and brokers, the appraiser's experience with similar types of properties, and knowledge of the area. Following this summary discussion is a sales comparison grid displaying the subject property, the comparable sales, and the adjustments applied. Comparative analysis is the process that employs either quantitative analysis or qualitative comparison analysis to derive a value indication. The two techniques may be used either separately or in combination. Direct comparison, trend analysis, or statistical and graphical analyses are the basis of the quantitative adjustments. Quantification helps analyze market evidence and identify how various factors affect property value. Qualitative analysis considers value differences in elements of the properties not gathered from direct market comparison (matched paired analysis). My judgment weighs the qualitative adjustments in the analysis of quantitative data from the market. Qualitative analysis acknowledges the inefficiencies of real estate markets and the difficulty of precisely measuring the differences between properties that have sold and the subject of the appraisal. Qualitative adjustments contribute to the process by limiting the range of values and identifying a bracket in which the final value estimate should fall. Preparing an organized grid 71 work that includes both quantitative and qualitative adjustments can ensure that all elements of comparison are considered. All comparable sales in this report sold at what is market value with typical financing terms, which resulted in cash to the seller at the time of the closing. As a result, no adjustments for price or concessions were required. There were two parcels that need analysis in the sales comparison method – the parcel with the community center and industrial building, and the parcel with the ball fields. 1701 Adair St. This parcel includes the community center, which used to be a church, and the industrial building. The industrial building is being used as a baseball training center, but could be used for many different things - a sanctuary, a meeting hall, a concert/event venue, or a meeting space. It is common for churches and community centers to host community and family events, so the space would be put to good use and is similar to other properties on the market. Based on form and function, the best comparables for this parcel are churches and community centers, which often serve both functions. While the subject has an industrial-style building on it, it would not be comparable to most of the industrial-style properties on the market because industrial land is so valuable compared to residential land and most of those industrial comparables come with the ability to do industrial activities which is a major driver of their value. In this case, those uses would not apply. Sale 1 is the most recent transaction. This property is a mixture of buildings like the subject and the most similar in overall appeal and finishes. The main sanctuary has been gutted so it is a mostly empty building like the industrial building and the rest of the properties are finished offices and churches like the subject. Sale 2 is a church with multiple buildings that is in a residential area. The buildings were in typical, usable shape at sale. However, the site has some surplus land that the other sales and subject do not. Sale 3 is the closest sale. It is just over in Winter Garden. It is an older church that has been renovated and there are multiple buildings on site. It was purchased as an investment property and the owners are letting the current tenants stay on for now so it is continuing as a church. This property is smaller with a higher FAR than the other sales. The adjustment for Sale 3’s FAR is based on qualitative analysis and brings it in line with Sale 1. The adjustment for Sale 2’s surplus land is based on the amount of land that does not support the highest and best use to the south. Sale 1 demands all of the weight, which results in a market value of $162 per SF of rentable area for the subject. All market evidence points towards a market value for the house of $2,337,000 based on the tightly adjusted range with all comparable sales demanding weight. 72 Improved Sales Write-ups IMPROVED SALES SUMMARY TABLE No. Location Sale Date Price Building Size (SF) Price/ SF 1. 2275 Fortune Rd 08/07/202 4 $4,700,00 0 28,924 $162.49 2. 1400 N Nowell St 10/30/202 3 $2,000,00 0 17,249 $115.95 3. 820 S Park Ave 12/21/202 2 $1,400,00 0 7,715 $181.46 Page 73 Improved Sale No. 1 Page 74 Improved Sale No. 1 (Cont.) Improved Sale No. 1 (Cont.) Page 75 Property Identification Record ID 55 Property Type Commercial, Religious Property Name Church/Community Center Address 2275 Fortune Rd, Kissimmee, Osceola County, Florida 34744 Tax ID 182530000000520000 Latitude, Longitude N28.305190, W-81.351640 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor IGLESIA BAUTISTA CENTRAL DE KISSIMMEE INC Grantee IGLESIA EL CALVARIO ASSEMBLY OF GOD OF ORLANDO FLORIDA INC Sale Date August 07, 2024 Deed Book/Page 6649-0593 Property Rights Fee Simple Conditions of Sale Fee Simple Financing Conventional Sale History Multiple Quitclaims to support sale Sale Price $4,700,000 Cash Equivalent $4,700,000 Adjusted Price $4,700,000 Land Data Land Size 4.610 Acres or 200,812 SF Topography Mostly Flat Utilities On Site Shape Irregular Flood Info X Indicators Sale Price/ SF $162.49 Floor Area Ratio 0.14 Land to Building Ratio 6.94:1 Remarks This property was listed as an assembly building. There are multiple improvements on site totalling 28,924 SF. This property has multiple church/assembly buildings, a medical office, a school, and some modular buildings. The main sanctuary has been gutted and is ready for development or storage. According to the MLS, " This property located in Kissimmee, Florida offers an excellent Page 76 opportunity where you can grow and meet the needs of the community as a Place of Worship, School or/and Community Outreach Center. The property features 200,812 sq ft on 4.61 acres fully fenced with 4 buildings, 2 large storage/maintenance units and 9 portables with access to a playground and an outside basketball court. Main Building has a spacious area in process of remodeling with the plans of a gymnasium/sanctuary which will have pullout bleachers for Sunday Service, Conferences, Games and Concerts. Building 2 you will find a Cafeteria/Gym and Kitchen lots of space for future use as classrooms or offices. Building 3 is currently a Medical Clinic for the community's needs. When ready site plans have been approved to build a two- story structure with infrastructure in place for a potential sanctuary, school or income producing property with an abundance of parking space and endless possibilities for growth and development. Overall property location is on a busy roadway in great location waiting for a buyer with a vision to expand providing multiply needs for a growing community." Page 77 Improved Sale No. 2 Page 78 Improved Sale No. 2 (Cont.) Page 79 Improved Sale No. 2 (Cont.) Page 80 Improved Sale No. 2 (Cont.) Property Identification Record ID 41 Property Type Commercial, Church Property Name Church Address 1400 N Nowell St, Orlando, Orange County, Orange County, Florida 32808 Tax ID 24-22-28-6264-08-010 Latitude, Longitude N28.558960, W-81.463980 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor Grace Alive Church Inc Grantee Iglesia El Taller Del Alfarero Inc Sale Date October 30, 2023 Deed Book/Page 20230637609 Property Rights Fee Simple Marketing Time 77 Conditions of Sale Arm's Length Financing Conventional Sale History None in prior year Sale Price $2,000,000 Cash Equivalent $2,000,000 Adjusted Price $2,000,000 Land Data Land Size 4.160 Acres or 181,210 SF Zoning R-1A, Residential Topography Flat Utilities On Site Shape Rectangular Landscaping Mostly Clear Flood Info X General Physical Data Building Name Church Building Type Single Tenant SF 17,249 Year Built 1957 Indicators Sale Price/ SF $115.95 Page 81 Floor Area Ratio 0.10 Land to Building Ratio 10.51:1 Remarks This is a church with a traditional sanctuary in a residential area. It is just north of W Colonial Dr just east of Orlando. The building is in average shape for its age and it was bought by another religious organization after typical market exposure. The property was updated in 2016. According to CoStar: "Grace Alive Church, Inc. sold this 20,286 square foot speciality building to Iglesia El Taller Del Alfarero, Inc. for $2,000,000, or $98.59 per square foot. The property was on the market for 3 months, with an initial asking price of $2,000,000. All information in the comparable has been verified by the listing broker." Page 82 Improved Sale No. 3 Page 83 Improved Sale No. 3 (Cont.) Property Identification Record ID 56 Property Type Commercial, Religious Property Name Church/Assembly Address 820 S Park Ave, Winter Garden, Orange County, Winter Garden, Florida 34787 Tax ID 22-22-27-1084-01-190 Latitude, Longitude N28.555030, W-81.592450 MSA Orlando-Kissimmee-Sanford Market Type Medium Sale Data Grantor New Chief Cornerstone Ministries Inc Grantee Secured Insurance Services Inc Sale Date December 21, 2022 Deed Book/Page 20230020110 Property Rights Fee Simple Marketing Time 158 Conditions of Sale Fee Simple Financing Private Sale History Last sold in 2009 Sale Price $1,400,000 Cash Equivalent $1,400,000 Adjusted Price $1,400,000 Page 84 Improved Sale No. 3 (Cont.) Land Data Land Size 0.840 Acres or 36,590 SF Zoning R-2 Topography Mostly Flat Utilities On Site Shape Rectangular Landscaping Mostly Cleared Flood Info X Indicators Sale Price/ SF $181.46 Floor Area Ratio 0.21 Land to Building Ratio 4.74:1 Remarks This property is currently being used as a church. The property features two buildings on site that have been updated and maintained. According to the MLS, "This is a highly sought-after opportunity to secure 5 lots currently zoned residential/commercial (mixed use) just minutes away from the City’s Historic Downtown Walkable District. With zoning for mixed-use, you could take full advantage of this prime location and embark on a new development project or transform the existing use into your dream project. Renovation aspirations? Perfect...you could add your own style and flair to this gorgeous place of worship set up which is equipped with one building that seats 250 members, second building that seats 70 members, fellowship/banquet room, kitchen, 3 offices and gift shop. Convenience is absolutely guaranteed with such a central location. Imagine the development ROI! The property is walkable to Winter Garden’s Interactive Fountain & Splashpad, Walker’s Field, and bustling restaurants, shopping, the hotel, and theater." Page 85 Improved Sales Adjustment Grid Improved Sales Summary and Adjustment Grid Subject Comp 1 Comp 2 Comp 3 Property Name:Recreation Property Church/Community Center Church Church/Assembly Location:1701 & 1755 Adair St 2275 Fortune Rd 1400 N Nowell St 820 S Park Ave O.R. Book/Page:6649-0593 20230637609 20230020110 Seller:IGLESIA BAUTISTA CENTRAL DE Grace Alive Church Inc New Chief Cornerstone Buyer:IGLESIA EL CALVARIO ASSEMBLY OF GOD OF Iglesia El Taller Del Alfarero Inc Secured Insurance Date of Sale:August, 2024 October, 2023 December, 2022 Sale Price:$4,700,000 $2,000,000 $1,400,000 Adjusted Sale Price:$4,700,000 $2,000,000 $1,400,000 Building Size:28,924 17,249 7,715 Unadjusted Price/SF:$162 $116 $181 Adjustments Rights Transferred:Fee simple Fee simple Fee simple Financial Considerations:Market Market Market Conditions of Sale: Arm's Length Arm's Length Arm's Length Market Conditions - Time:Stable Stable Stable Time Adjusted Cash Equiv. Price/SF:$162 $116 $181 Location:Average Similar Similar Similar Building Size (SF):14,426 28,924 17,249 7,715 -10% Year Built/Condition:1987/2020 1983 1957 1955 Good Acreage 3.43 4.61 4.15 0.84 33% Floor Area Ratio:0.11 0.14 0.1 0.21 Net Adjustments:0%33%-10% Adjusted Price/SF:$162 $154 $163 Page 86 Improved Comparables Map Page 87 1755 Adair St There are very limited comparable sales for 1755 Adair St, so all of the available information is analyzed. The limitations of information on comparable sales is acknowledged. There are hardly any known sales of city parks for continuous use, but there were several ballfield comps found in a regional search of the southeast. In addition, there was a recent purchase of land for construction of a large baseball complex. This information is analyzed in this section. While limited, the information was consistent enough to provide a credible report. The subject as a baseball field would have a very limited market, especially with the City Parks zoning. Most developers would want to do something different with this parcel, as there is minimal income from city park style baseball fields on their own. There were two comparable baseball field sales found. These sales were found in a regional search of the southeast. First is a sale in Mint Hill, NC. Mint Hill is a suburb just outside of Charlotte, NC, making the location similar. A local church sold their baseball fields to a baseball academy. The community focus and involvement of a baseball academy make this sale particularly relevant. As seen in the image below, this property has two full ballfields and two junior ballfields, along with a smaller practice area. While this property is 20 acres, some of the site is wooded and not developed or used. This site has parking and is set back off the road like the subject. There are no substantial buildings on site. This property would be similar to the subject, so its $337,500 per full ballfield would be similar to the subject. Page 88 Page 89 Page 90 In 2022, there was a sale of a baseball complex in Ruther Glen, VA, a suburb of Richmond, VA. This property had four full baseball fields and four junior fields. According to the public records and marketing materials, there was a 40,000 SF building on site that was used for recreational purposes. According to the tax card, the building was about 42% of the total value, which in a $3,000,000 sale would put it at $1,260,000. At ~$31/sf for the depreciated cost of the building itself, that makes sense for a 20 year old building. The subject cost new was about $71/sf and that figure depreciated based on age would be about $30/sf. These cost figures are accepted and the building as backed out at $1,260,000, leaving $1,740,000 contribution from the eight ballfields, or $217,500 per ballfield. This location is more rural than the subject and the North Carolina property analyzed, and there are more ballfields included, so this figure would be on the low end for the subject. Page 91 Page 92 The above-described sales can be summarized thusly: Page 93 Sale 1 is the best sale and captures the marketability and value of the subject the best despite a regional search. The subject would be similar in value per ballfield at $337,500 a field. When applied to the subject, this results in a market value of $675,000. That equates to $74k per improved acre for the subject. Again, the limited comparable sales are acknowledged, but these are the limited recent sales. It is appropriate to conduct a regional search as an investor looking for similar properties would look regionally for a place to set up a baseball academy. Most local comparable sales are all sales to developers, but in this case, the future land use is City Parks and there is not much space for further development of this parcel, nor is there much income directly from the ball fields themselves. One test of reasonableness is comparison to a recent sale in the area. While much larger, there was a recent purchase of land for development of a baseball complex nearby. Chevron Land and Development Co sold 95 acres of land to a developer for development of a baseball complex with over a dozen fields, hotels, meeting centers, and training centers aimed at travel baseball teams. This sale was for $4.2 million, or ~$44k per acre. This is one indication of an investor’s purchase price of land for baseball themed development. The subject’s improved value of $74k per acre is significantly higher than the other purchase between two market participants and shows that the improvements would contribute to value. All attempts were made to find more data and more local data, but in this situation, the subject would not be available to general commercial development, and thus the market activity is extremely limited. $337,500 x 2 Ballfields = $675,000. Page 94 Summary and Reconciliation The cost approach is applicable and completed for 1701 Adair St. The subject is zoned residential and there were some comparable sales of properties built for competing uses. The improvements were in good shape and custom built, so the cost approach best describes the exact subject property for 1701 Adair St. For 1755 Adair St there are no competing sales of city parks lands as municipalities usually have to buy and sell at market value for other purposes. There is no direct marketability of the land at 1755 Adair St since it would be for purely recreational purposes and the zoning would not change. The sales comparison approach is applied to both addresses. There were sufficient comparable sales of each property type to determine the value from market actions. The sales comparison approach best emulates the actions of buyers and sellers based on direct evidence from the market. This approach is applicable and completed. The income approach is not applicable nor completed as the subject is not typical of rental properties in the market. Most assembly-type properties are owner-occupied and there is not enough data to derive market rents or cap rates. After careful consideration of the approaches and the available data, the cost and sales comparison approaches demand equal weight for 1701 Adair St. For 1755 Adair St, the sales comparison approach is the only approach and is the final indicator of value. Due to USPAP protocols and accepted appraisal practices, while the properties might be inter-related to the buyer, they have different highest and best uses, and as such, are valued separately. The most likely buyer for the subject properties would be a municipality or a community-oriented group such as a school, charity, or social/religious organization. Marketing and exposure time would be at least a year. Page 95 Definitions Appraisal (noun) The act or process of developing an opinion of value; an opinion of value. (adjective) of or pertaining to appraising and related functions such as appraisal practice or appraisal services. Comment: an appraisal must be numerically expressed as a specific amount, as a range of numbers, or as a relationship (e.g., not more than, not less than) to a previous value opinion or numerical benchmark (e.g., assessed value, collateral value). Assignment A valuation service that is provided by an appraiser as a consequence of an agreement with the client. Assignment Conditions Assumptions, extraordinary assumptions, hypothetical conditions, laws and regulations, jurisdictional exceptions, and other conditions that affect the scope of work. Comment: Laws include constitutions, legislative and court-made law, administrative rules, and ordinances. Regulations include rules or orders, having legal force, issued by an administrative agency. Client The party or parties who engage, by employment or contract, an appraiser and a specific assignment. Comment: client may be an individual, group or entity, and may engage and communicate with the appraiser directly or through an agent. Exposure Time The estimated length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal. Comment: Exposure time is a retrospective opinion based on an analysis of past events assuming a competitive and open market. Page 96 Extraordinary Assumption An assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions. Comment: uncertain information might include physical, legal, or economic characteristics of the subject property; or conditions external to the property, such as market conditions or trends; or the integrity of data used in an analysis. Hypothetical Condition A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Comment: Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis. Intended Use The use(s) of an appraiser’s reported appraisal or appraisal review assignment results, as identified by the appraiser based on communication with the client at the time of the assignment. Intended User The client and any other party as identified, by name or type, as users of the appraisal or appraisal review report by the appraiser, based on communication with the client at the time of the assignment. Jurisdictional Exception An assignment condition established by applicable law or regulation, which precludes an appraiser from complying with a part of USPAP1. The Appraisal Foundation’s Appraisal Standards Board announced that the current edition of USPAP will be extended by another year and will now be effective until Dec. 31, 2023. Marketing Time The reasonable marketing time is an opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value or at a benchmark price during the period immediately after the effective date of an appraisal. 1USPAP 2020-2021 ADDENDA Page 97 Herring Realty Advisors Addenda Aerial Map ADDENDA Page 98 Herring Realty Advisors Traffic Map ADDENDA Page 99 Herring Realty Advisors Zoning Map ADDENDA Page 100 Herring Realty Advisors ADDENDA Page 101 Herring Realty Advisors Statistics ADDENDA Page 102 Herring Realty Advisors Flood Map ADDENDA Page 103 Herring Realty Advisors ADDENDA Page 104 Herring Realty Advisors ADDENDA Page 105 Herring Realty Advisors ADDENDA Page 106 Herring Realty Advisors ADDENDA Page 107 Herring Realty Advisors ADDENDA Page 108 Herring Realty Advisors ADDENDA Page 109 Herring Realty Advisors Property Appraiser’s Record ADDENDA Page 110 Herring Realty Advisors ADDENDA Page 111 Herring Realty Advisors ADDENDA Page 112 Herring Realty Advisors ADDENDA Page 113 Herring Realty Advisors Property Appraiser’s Record ADDENDA Page 114 Herring Realty Advisors ADDENDA Page 115 Herring Realty Advisors ADDENDA Page 116 Herring Realty Advisors ADDENDA Page 117 Herring Realty Advisors Property Appraiser’s Record ADDENDA Page 118 Herring Realty Advisors ADDENDA Page 119 Herring Realty Advisors ADDENDA Page 120 Herring Realty Advisors