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HomeMy WebLinkAbout12-13-2007 Staff Report - State Farm Building AGENDA ITEM COVER SHEET Meeting Date: December 13, 2007 Item # Contact Name: Contact Number: Robert Frank Reviewed By: Department Director: City Manager: Background Summary: At the September 4th Commission Meeting the City Commission considered purchasing the property at 646 Ccoee Commerce Parkway for the new Police Station. At that time the asking price for the- property was $3.6 million. However, from discussions with the property owner and/or their attorney it was unclear if the City could actually get the property under contract for that price or if the City would have to incur greater costs by pursuing the property through condemnation. The July 2007 property appraisal indicated that the value of the property was approximately $2.6 million. Personal property(office furnishings) will be conveyed with the property and the value to the City of the furnishings is approximately $200,000. Recently, Floriday Properties, Inc. entered into a Sale and Purchase agreement with Ccoee Partners, Ltd., to purchase_ the property for $3.5 million. That price includes both the real and personal property. Floriday has put down at $10,000 deposit and is due to deliver an additional deposit of $240,000 on December 20, 2007. Should the City authorize the purchase, the entire $250,000 deposit will be at risk and non-refundable if the City does not complete the transaction and close on the property. Floriday has been coordinating with the- City Manager and has agreed to assign the contract to the City, subject to the approval of the Seller. The consideration being paid to Floriday for the assignment is $100. The property is being purchased as is and with minimal representations. The contract is scheduled to close on February 15, 2008. Staff believes the purchase of the property would benefit the City. This is one of the few existing properties that could easily be converted to a Police Station at a relatively minor cost. The site provides space for future expansion and is centrally located within the City limits and the Community Redevelopment Area. It also would alleviate the City going forward with the development of a new station at a cost of approximately $8 million. Issue: Should the City of Ccoee enter into an agreement with Floriday Properties, Inc. to purchase 646 Ccoee Commerce Parkway for a new Police Station? Recommendations Staff recommends Commission approval and execution, by the Mayor, of the Purchase and Sale Agreement for 646 Ccoee Commerce Parkway. Staff further recommends the Commission direct staff to deliver by December 20, 2008 a check in the amount of $240,000 to be escrowed for the purchase of the- property and to reimburse Floriday Properties, Inc. $10,000 for refund of their original deposit. Attachments: Memorandum from Paul Rosenthal, Esq., City Attorney Agreement of Purchase and Sale Financial Impact: $3,500,000+ (property cost plus closing costs) to be funded by a loan or bond proceeds TBD. Type of Item: (please mark with an Ux'? x Public Hearing x Ordinance First Reading Ordinance Second Reading Resolution Commission Approval Discussion & Direction ,_-:_F~r9t~r/(~l?el?(;U~e.~. _ i,;..L .....i<~4~lt~~~~iri~~a. ;,(?';;,','.::,;.Ii"" ~~g'lJJf:lr;"AgenQ,a Original DocumenUContract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by ( ) 2 N/A N/A N/A : FOLEY FOLEY & LARDNER LLP ATTORNEYS AT LAW MEMORANDUM CLlENT.MATTER NUMBER 020377 -0841 TO: FROM: The Honorable Mayor and City commisn.e. rs of the City of Ocoee Paul E. Rosenthal, Esq., City Attorney O~ fl-- December 10, 2007 DATE: RE: New Police Station Building I Agreement for Purchase and Sale between Floriday .Properties, Inc. and City of Ocoee In coordination with the City Manager, Floriday Properties, Inc. (Randy June) ("Floriday") has entered into a Sale and Purchase Agreement witll Ocoee Partners, Ltd. (the "Seller") for the purchase of the fanner State Farm Building located at 646 Ocoee Commerce Parkway. The contract includes all.ofthe personal property located within the building. The Purchase Price for the real and personal property -is $3~500~OOO.00. Floriday has put down a . $1 0,000 e~mest .money deposit and must deliver an additional deposit of $240,000 by December 20, 2007. The property is being conveyed "as is" and "where is, with all faults" and with minimal represent.ations. The entire deposit of $250,000. will be at risk and non-refundable on December 20, 2007. Progressive Brokerage Services, LLC and James P. Dunn Realty, LLC will be each be receiving a2% brokerage commission paid -for by the Seller. The Seller and_Floriday are splitting the title insurance costs, documentary stamps an4 other closing costs. Closing ,is schedule for February 15,2008. The contract cannot be assigned by Floriday without the approval of the Seller. Floriday has' agreed to assign the contract to the City, subject to the Seller's approval, or, alternatively, convey the State Farm Building a~d the personal property to the City contemporaneous with the closing with the Seller. The consideration which is being paid by the City to Floriday is $100 plus. the reim1>ursement of certain out of pocket costs (some_ofwhich have been incurred at the request of the' City staff). There is no mark-up on the Purchase Price being paid to the S'eller. Attached hereto is a proposed Agreemerit of Purchase and Sale between Floriday Properties, Inc. and the City which includ.es a copy of Floriday' s contract with the Seller and the proposed form.of Asstg~merit. .. .', I : A direct purchase offhe-StateFann Building was considered by the City Commission at its Septelnber-4th meeting. The intended use was to relocate the Police Department to the property. At that time, the asking price was $3,600,000 and it was unclear whether the City could actually get it under contract at that price. It was also unclear what costs might be incurred by the City if it decided to pursue an acquisition through condemnation proceedings. An appraisal of the real property and improvements {exclusive of the personal property) was prepared by DeRango, Best & Associates which found the fair market value of the ORLA_63231 0.1 : FOLEY FOLEY & LARDNER LLP real property and improvements to be $2,590,000 as of July 17, 2007. The City does not have ~n . appraisal of the personal property, but it is presumed that the total appraised fair market value of the real property, improvements and personal property would be less than $3,500,000. Pursuant to Section C-8.B of the City Charter, consideration of the proposed purchase from Floriday has been advertised and scheduled for a public hearing at a special meeting to be held on December 13~. 2007. The Charter does not restrict the ability of the City Commission to purchase property at a price in excess of its appraised fair market value, but only requires that it be done by a majority vote at an advertised public hearing. The" City Manger will separately address with the City Commission the reasons for purchasing the property at the contract price of$3,500,000. Should the City Commission approve the proposed contract with Floriday, then the City would need to put up a $250,000 deposit which would be at risk and nonrefundable. As noted above, the conveyance to the City would be "as is" and "where is, with all faults". The City would also be responsible for all closing costs. The City would not be responsible to pay any brokerage commissions. 2 ORLA_63231 0.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT is made and entered into as of the 13th day of December, 2007 by and between FLORIDA Y PROPERTIES, INC., a Florida corporation (hereinafter referred to as "Seller") and CITY OF OCOEE, a Florida municipal corporation (hereinafter referred to as '~Buyer"). WITNESSETH: WHEREAS, Seller has entered into a Sale and Purchase Agreement to acquire fee simple title to the following real property and all improvements thereon: Lots 7,8, and 9 of the Plat of Ocoee Commerce Center according to the Plat thereof as recorded in Plat Book 30, Pages 78 and 79 of the Public Records of Orange County, Florida (Tax Parcel #29-22-28-6143-00-070) (the "Property"); and WHEREAS, the owner of the Property is OCOEE PARTNERS, LTD., a Florida limited partnership {the "Owner");-and WHEREAS, the Owner and Seller have entered into a Sale and Purchase Agreement dated November 21, 2007, a true and correct copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof (the "Underlying Contract"); and WHEREAS, the Seller desires to assign to Buyer all of its rights and privileges under the Underlying Contract, or, alternatively, to close on the Underlying Contract and simultaneously close on the sale of the Property to Buyer pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter contain~d, and other good and valuable considerations, the receipt and sufficiency of ORLA_631814.2 12/1 0/07 which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby warrant and agree as follows: 1. RECITALS. The above recitals are true and correct and are incorporated herein by this reference and made part hereof. Capitalized terms used herein without definition have the meanings set forth in the Underlying Contract. 2. ASSIGNMENT OF UNDERLYING CONTRACT. (A) Pursuant to Paragraph 17 of the Underlying Contract, the Seller cannot assign the Underlying Contract without the written approval of Owner which approval may not be unreasonably withheld by Owner. Following the expiration of the Inspection Period and prior to December 31, 2007, the Seller agrees to request that the Owner consent to the Assignment of the Underlying Contract from Seller to Buyer. (B) Subject to the receipt of the Owner's consent to assignment as set forth above, Seller hereby agrees to assign and transfer to Buyer all of Seller's rights and obligations under the Underlying Contract, including but not limited Seller's' rights with respect to the $250,000.00 cash Earnest Money Deposit paid by Seller under the terms of the Underlying Contract, together with interest earned thereon, if any, said Earnest Money Deposit having been funded by Buyer pursuant to Paragraph 3 below (the "Assignment"). Buyer hereby agrees to accept such assignment and assume all of Buyer's rights and obligations under the Underlying Contract, and to be bound by the terms and conditions of the Underlying Contract in the same manner as if Buyer were an original signatory to the Underlying Contract. The Assignment shall be without any warranty or representation being made by Seller except that the Seller has not previously assigned the Underlying Contract and has the right to assign the Underlying Contract. 2 ORLA_631814.2 (C) The proposed form of Assignment is attached hereto as Exhibit "B" and by this reference made a part hereof. The parties hereto agree to execute an assignment in substantially the form attached along with such other changes as may be reasonably requested by Owner. (D) In consideration for the Assignment of the Underlying Contract, Buyer agrees to pay to Seller the sum of $100.00 (the "Assignment Fee") and to reimburse Seller for certain expenses as set forth herein. 3. EARNEST MONEY DEPOSIT. (A) On or before December 17, 2007, Buyer shall deliver an earnest money deposit in the amount of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) (the "Deposit") payable as follows: (i) The sum of TWO HUNDRED FORTY THOUSAND AND NO/lOa DOLLARS ($240,000.00), payable to Graham, Builder, Jones, Pratt and Marks, LLP, as Escrow Agent (the "Escrow Agent") (by cashier's check or wire transfer). The foregoing funds are intended to serve as the Earnest Money Deposit required to be delivered by Seller to Escrow Agent under the provisions of Paragraph 4.B of the Underlying Contract. (ii) The sum TEN THOUSAND AND NOI100 DOLLARS ($10,000.00) payable to Seller (by check drawn on Buyer) which shall not be in escrow. The foregoing funds are intended to reimburse Seller for the $10,000.00 Deposit delivered to the Escrow Agent under the provisions of Paragraph 5.A of the Underlying Contract. (B) The Deposit shall be "at risk" and "non-refundable" to Buyer except in the event of a default by Seller under this Agreement or the failure of Seller to acquire title to the Property in the event the Underlying Contract is not assigned from Seller to Buyer. 3 ORLA_631814.2 (C) The Deposit shall be held in escrow by the Escrow Agent in accordance with the provisions of the Underlying Contract; provided, however, that if the Seller is entitled to the return of the Earnest Money Deposit, then the Escrow Agent shall deliver the Earnest Money Deposit to the Buyer rather than Seller. (D) Escrow Agent agrees to perform its duties as required by this . Agreement. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer, Seller, or Owner of monies subject to this escrow, unless such misdelivery shall be due .to willful breach of this Agreement or gross negligence on the part of the Escrow Agent. Seller and Buyer agree that the status of the Escrow Agent as legal counsel for Seller does not disqualify such law firm from representing the Seller in connection with this transaction and any dispute that may arise between Buyer and Seller concerning this transaction, including any dispute or controversy with respect to the Deposit, and Buyer hereby irrevocably waives any right it may otherwise have to object to such representation. This foregoing provision shall survive the Closing. (E) The Deposit shall be credited against the Purchase Price payable at Closing. 4. PURCHASE AND SALE. In the event the Seller is unable to obtain the Owner's approval of the Assignment, then in such event the Seller shall proceed to close on the purchase of the Property from Owner and simultaneously close on the sale of the Property to the Buyer. The funds provided by the Buyer at the Closing shall be used by Seller for the sole purpose of purchasing the Property from Buyer, subject to the establishment of mutually acceptable escrow arrangements designed to assure that title to the Property is conveyed to 4 ORLA_631814.2 Buyer. Any such closing shall be under the terms and conditions attached hereto as Exhibit "C" and by this reference made a part hereof. 5. PERSONAL PROPERTY. For the purposes of this Agreement, all references to the "Property" include the Personal Property which is the subject of the Underlying Contract. It is the intent of the parties that the real property and the personal property will both be conveyed to the Buyer. 6. REIMBURSEMENT OF SELLER'S EXPENSES. (A) Prior to the execution of this Agreement the Seller has, at the request of the Buyer, obtained a survey of the Property (the "Survey") and a Phase I Environmental Site Assessment ("Phase I ESA"). A copy of the Survey and Phase I ESA have been delivered to Buyer and the Buyer acknowledges receipt and review thereof. Buyer agrees to reimburse Seller for the cost of the Survey and Phase I ESA, or, alternatively, to pay the vendors directly if requested by Seller, subject to the receipt of appropriate documentation regarding the costs thereof. Additionally, Buyer agrees to reimburse Seller for out-of-pocket expenses incurred by Seller in connection with the Property, this Agreement and the Underlying Contract, not to exceed $ (B) In the event the Seller is unable to obtain the Owner's approval of the Assignment and thereafter closes on the Property as provided herein and simultaneously conveys the Property to Buyer, then in such event the Buyer shall reimburse Seller for all of the "Buyer's Expenses" as shown on the Closing Statement for the Underlying Contract. 7. BROKER. The Seller represents and warrants to the Buyer that Seller is not aware of any person or entity which would be entitled to a commission, compensation or brokerage fee for the bringing about of this transaction or the consummation hereof. The Buyer 5 ORLA_631814.2 represents and warrants to Seller that it is not aware of any person or entity which would be entitled to a commission, compensation or brokerage fee for the bringing about of this transaction or the consummation hereof. The provisions of this paragraph shall survive the termination of this Agreement. 8. DEFAULT. (A) In the event of a default by Seller hereunder it is agreed that the exclusive remedy for such default shall be for Buyer to terminate this Agreement whereupon the Deposit shall be returned by the Escrow Agent to Buyer and the parties hereto shall thereafter be relieved of all rights and obligations hereunder except for those rights and obligations which expressly survive the termination of this Agreement. (B) In the event of a default by Buyer hereunder it is agreed that the exclusive remedy for such default shall be for Seller to terminate this Agreement whereupon the Deposit shall be delivered by Escrow Agent to Seller as full liquidated damages for such default of Buyer, the parties hereto aclmowledging that it is impossible to more precisely estimate the damages to be suffered by Seller upon Buyer's default, and the parties expressly aclmowledging that the delivery of the Deposit to Seller is intended not as a penalty, but as fully liquidated damages, and the parties hereto shall thereafter be relieved of all rights and obligations hereunder except for those rights and obligations which expressly survive the termination of this Agreement. (C) IT IS SPECIFICALLY AGREED BETWEEN THE PARTIES THAT NEITHER PARTY WILL HAVE A CLAIM FOR DAMAGES AGAINST THE OTHER PARTY IN THE EVENT OF A DEFAULT BY THE OTHER PARTY. 6 ORLA_631814.2 (D) Prior to either party declaring the other party in default hereunder, it is agreed that the non-defaulting party shall give written notice to the defaulting party setting forth with specificity the alleged default and the defaulting party shall thereafter have four (4) business days to cure any such default; provided, however, that no notice shall be required to declare a default based upon the failure to close on the Closing Date. 9. UNDERLYING CONTRACT. (A) The Seller shall promptly notify Buyer in the event of a default by Owner under the Underlying Contract or in the event the Seller receives a default notice from Owner. Seller shall not take any action to terminate the Underlying Contract based on Owner's default without the approval of Buyer, which approval may be granted or withheld in Buyer's sole discretion. (B) The Seller shall promptly provide Buyer will a copy of all notices and communications received from Owner with respect to the Underlying Contract. The Seller shall copy Buyer on all notices sent by Seller to Owner. 1 o. PARTIES. The rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and aSSIgns. 11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties, and there are no understandings dealing with the subject matter of this Agreement other than those contained herein. This Agreement may not be modified, changed or amended, except by a writing signed by the parties hereto. 12. NOTICES. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing 7 ORLA_631814.2 and shall be sufficiently made or gIven (i) by hand delivery to the named individuals representing the party to be notified, or (iii) by private parcel delivery services, or (iii) facsimile transmission for which receipt is provided to the notifying party. Notices, including notice of change of address, shall be addressed or transmitted to the addresses set forth below or such other address that a party may designate in the malUler prescribed herein: AS TO SELLER: With a copy to: AS TO BUYER: With a copy to: Floriday Properties, Inc. Attention: Rohland A. June 132 West Plant Street, Suite 200 Winter Garden, Florida 34787 Telephone: (407) 905-8180 Fax: (407) 905-6232 Jim Pratt, Esq. Graham, Builder, Jones, Pratt & Marks, LLP 369 N . New Y ark Avenue, Third Floor Winter Park, Florida 32789 Telephone: (407) 656-2322 Fax: (407) 656-7835 City of Ocoee Attn: City Manager 150 North Lakeshore Drive Ocoee, Florida 34761 Telephone: (407) 656-2322 Fax: (407) 656-7835 Paul E. Rosenthal, Esq. Foley & Lardner LLP 111 North Orange Avenue, Suite 1800 Post Office Box 2193 Orlando, Florida 32802-2193 Telephone: (407) 423-7656) Fax: (407) 648-1743) AS TO ESCROW AGENT: Graham, Builder, Jones, Pratt & Marks, LLP Attention: Jim Pratt, Esq. 369 N. New York Avenue, Third Floor Winter Park, Florida 32789 Tclephone: (407)656-2322 Fax: (407) 656-7835 ORLA_631814.2 8 Notices, consents, approvals, waivers and elections given or made as aforesaid.shall be deemed to have been given and received on the date of delivery or transmission thereof as aforesaid. 13. TIME IS OF THE ESSENCE. Time is of the essence with respect to all matters set forth in the Agreement. 14. NO RECORDING. The Buyer shall not record this Agreement or any memorandum of its terms. To the extent permitted by law, Buyer indemnifies and holds Seller harmless for all loss, cost, or expense including but not limited to attorneys' fees for a breach by Buyer of this paragraph. The provisions of this paragraph shall survive Closing or earlier termination of this Agreement. 15. GOVERNING LA W/ATTORNEYS' FEES. This Agreement shall be construed and interpreted according to the laws of the State of Florida. In the event of litigation between the parties arising from or pertaining to this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees, paralegal fees, and costs incurred in connection therewith, at both trial and appellate levels, including bankruptcy proceedings, and the right to such reasonable attorneys' fees, paralegal fees, and costs shall be deemed to have accrued from the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 16. CONSTRUCTION OF AGREEMENT. This Agreement shall not be construed more strictly against one party than against the other party merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation hereof. 9 ORLA_631814.2 17. COUNTERPARTS. This Agreement and any amendments hereto may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. 18. FURTHER DOCUMENTATION. The parties agree that at any time following a request therefor by the other party, each shall execute and deliver to the other party such further documents and instruments, in form and substance reasonably necessary to confirm and/or effectuate the obligations of either party hereunder and the consummation of the transactions contemplated hereby. The provisions of this paragraph shall survive the closing. 19. RADON GAS. Pursuant to the provisions of Section 404.056(8), Florida Statutes, Seller hereby notifies Buyer as follows with respect to the Property: "Radon is 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. " 20. APPROVAL OF AGREEMENT. This Agreement has been approved by the City Commission of the City of Ocoee at a public hearing pursuant to Section 8B(I) of the Ocoee City Charter for the purpose of considering this Agreement. [BALANCE OF PAGE IS INTENTIONALLY BLANK] 10 ORLA_631814.2 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, to become effective as of the date and year first above written. SELLER: FLORIDA Y PROPERTIES, INC. By: Rohland A. June, President Executed on , 2007 BUYER: ATTEST: CITY OF OCOEE, FLORIDA By: Beth Eikenberry, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this 13th day of December 2007. APPROVED BY THE OCOEE CITY COMMISSION AT A SPECIAL MEETING AND PUBLIC HEARING HELD ON DECEMBER 13,2007 UNDER AGENDA ITEM NO. FOLEY & LARDNER LLP By: City Attorney 11 ORLA_631814.2 EXHIBIT "A" UNDERLYING CONTRACT ATTACHED HERETO IS A COpy OF THE UNDERL YINO CONTRACT. 12 ORLA_631814.2 EXHIBIT "B" FORM OF ASSIGNMENT ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PURCHASE AND SALE THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PURCHASE AND SALE (this "Assignment") is made and entered in as of the _ day of ,2007 by FLORIDAY PROPERTIES, INC., a Florida corporation (the "Assignor") to CITY OF OCOEE, a Florida municipal corporation (the "Assignee"). WITNESSETH WHEREAS, the Assignor and OCOEE PARTNERS, LTD., a Florida limited partnership ("Owner") entered into a certain Contract for Purchase and Sale dated November 21, 2007 (the "Underlying Contract") by which the Assignor contracted to purchase from Owner certain real property as described therein, a true and correct copy of said Underlying Contract being attached hereto as Schedule "I" and by this reference made a part hereof. WHEREAS, the Assignor desires to assign all of its rights and obligations under the Underlying Contract to the Assignee and Assignee desires to assume all of the rights and obligations of Assignor under the Underlying Contract, subject to the approval of the Owner as provided in the Underlying Contract. NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: (A) Recitals~ Defined Terms. The above recitals are true and correct and are incorporated herein by this reference and made a part hereof. Capitalized terms used herein without definition have the meanings set forth in the Underlying Contract. (B) Assignment. The Assignor hereby assigns and transfers to the Assignee all of Assignor's rights and obligations under the Underlying Contract, including but not limited Assignor's rights with respect to the $250,000.00 cash Earnest Money Deposit paid by Assignor to the Escrow Agent under the terms of the Underlying Contract, together with interest earned thereon, if any; provided, however, that the foregoing shall not serve to release Assignor from any of Assignor's obligations under the Underlying Agreement. (C) Assumption. The Assignee hereby accepts the foregoing assignment, assumes all of Assignor's rights and obligations under the Underlying Contract, and agrees to be bound by the terms and conditions of the Underlying Contract in the same manner as if Assignee were an original signatory to the Underlying Contract. (D) Consent to Assignment by Owner. A fully executed original of this Assignment shall be delivered to Owner no later than December 31,2007. Notwithstanding any provision ORLA_631814.2 13 j contained herein to the contrary, this Assignment shall not be effective until such time the Assignor obtains the Owner's written consent to the this Assignment. (E) Notices. Any Notices which are to be delivered by the Assignor or the Owner to the Assignee shall be delivered in accordance with the provisions of Section 19 of the Underlying Contract to the individuals and addresses listed below: AS TO ASSIGNOR:: City of Ocoee Attn: City Manager 15 0 North Lakeshore Drive Ocoee, Florida 34761 Telephone: (407) 656-2322 Fax: (407) 656-7835 With a copy to: Paul E. Rosenthal, Esq. Foley & Lardner LLP 111 North Orange Avenue, Suite 1800 Post Office Box 2193 Orlando, Florida 32802-2193 Telephone: (407) 423-7656) Fax: (407) 648-1743) (F) Governing Law. This Assigmnent shall be governed and construed in accordance with the laws of the State of Florida. [REMAINDER OFP AGE IS INTENTIONALLY BLANK] 14 ORLA_631814.2 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their names all as of the day and year first above written. Signed, sealed and delivered in the presence of: ASSIGNOR: FLORIDA Y PROPERTIES, INC. Print Name: By: Rohland A. June, President Print Name: Executed on , 2007 Signed, sealed and delivered in the presence of: ASSIGNEE: /" CITY OF OCOEE, FLORIDA Print Name: By: S. Scott Vandergrift, Mayor Print Name: ATTEST: FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this 13th day of December 2007. Beth Eikenberry, City Clerk (SEAL) FOLEY & LARDNER LLP City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A SPECIAL MEETING AND PUBLIC HEARING HELD ON DECEMBER 13, 2007 UNDER AGENDA ITEM NO. By: 15 ORLA_631814.2 CONSENT TO ASSIGNMENT BY OWNER: Pursuant to the provisions of Section 17 of the Underlying Contract, OCOEE PARTNERS, LTD. hereby provides its written approval of and consent to this Assignment. OCOEE PARTNERS, LTD. By: Print Name: Title: Executed on: 16 ORLA_631814.2 EXHIBIT "c' PURCHASE TERMS AND CONDITIONS 1. THE PURCHASE. (A) Seller agrees to sell, and the Buyer agrees to purchase, on the terms and conditions hereinafter set forth, the Property under the same terms and conditions set forth in the Underlying Contract. Unless the context indicates otherwise, all references herein to the "Property" shall be deemed to include the "Personal Property". (B) Buyer acknowledges that at Closing Buyer will acquire the Property in "AS IS" and "WHERE IS, WITH ALL FAULTS" condition and solely in reliance upon Buyer's own inspection and examination without recourse to Seller. 2. PURCHASE PRICE. (A) The purchase price of the Property shall be THREE MILLION FIVE HUNDRED AND NO/IOO DOLLARS ($3,500,000.00) (the "Purchase Price"). The Deposit paid by Buyer shall be credited against the Purchase Price. (B) The Purchase Price (or such greater or lesser amount as may be necessary to complete payment of the Purchase Price after escrows, deductions, credits, adjustments and prorations) shall be paid to the Escrow Agent two (2) days prior to the Closing Date by wire transfer. The Escrow Agent shall disburse such funds in accordance with the provisions of this Agreement. 3. TITLE. Buyer may, at Buyer's expense, obtain a title commitment and title policy with respect to the Property. 17 ORLA_631814.2 4. ACCESS RIGHTS. Prior to the Closing, the Buyer shall be entitled to access to the Property as an agent of the Seller pursuant to and subject to the limitations set forth in Paragraph 9 of the Underlying Contract. 5. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Buyer that the following statements are true and correct, and Buyer's obligation to close shall be conditioned on the same being true and correct as of the Closing Date: (A) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms and has taken all necessary action or its equivalent to authorize the execution, delivery and performance of the terms and conditions of this Agreement. (B) To the best of Seller's knowledge, there is no pending litigation or dispute involving or concerning the location of the boundaries of the Property or in any way affecting the title to or ownership of the Property. (C) Seller has not entered into any leases, licenses, contracts or other agreements relating to any portion of the Property. (D) No member of the Ocoee City Commission, no agent or employee of Buyer, and no person related by blood or marriage to any of the aforesaid has or will benefit in any way, either directly or indirectly, from, or receive any portion of the payments to be made to Seller under the provisions of this Agreement. (E) There are no persons or entities in possession of, or entitled to possession of, all or any portion of the Property, as the case may be, as lessees, tenants at sufferance, licensees or trespassers. 18 ORLA_631814.2 (F) Seller is not a "foreign person" as such term is defined in Section 1445(f) of the Internal Revenue Code. 6. THE CLOSING. This transaction shall be closed and the deed and other Closing papers (the "Closing") delivered to Buyer on February 15, 2008 (the "Closing Date"). The Closing and the Closing Date shall occur simultaneously with the closing under the Underlying Contract. Closing shall take place at the offices of the Escrow Agent. Closing may be a "mail away" closing. 7. CLOSING COSTS" PRORATIONS AND ADJUSTMENTS. All closing costs shall be paid by the Buyer, including but not limited to the costs of recording, documentary stamps taxes on the deed, title insurance. Real estate taxes and assessments shall be prorated consistent with the closing statement under the Underlying Contract. Each party shall bear its own legal expenses in connection with the negotiation of this Agreement and the Closing hereunder, subject to Buyer's reimbursement obligations as set forth herein. 8. RISK OF LOSS. Buyer assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until- the Closing has been consummated, provided, however, in the event Seller receiving any insurance proceeds as a result thereof, then any such insurance proceeds shall be assigned to Buyer. 9. DOCUMENTS TO BE DELIVERED. (A) Prior to Closing. Contemporaneous with the execution of this Agreement, Seller shall deliver to Buyer a public disclosure of its beneficial ownership which shall comply with the requirements set forth in Section 286.23, Florida Statutes, as from time to time amended. This Agreement constitutes a written notice from Buyer to Seller requesting the 19 ORLA_631814.2 foregoing disclosure and informing Seller that such disclosure must be made under oath, subject to the penalties prescribed for perjury. (B) By Seller at Closing. In addition to the other documents required to be executed by Seller at the Closing, Seller shall execute and acknowledge, where necessary, and deliver to Buyer the following documents at the Closing hereunder: (i) A Special Warranty Deed conveying to Buyer good, merchantable and insurable title to the Property, free and clear of all liens and encumbrances except for those matters which are Permitted Exceptions under the Underlying Contract. (ii) A FIRPTA Affidavit in the form acceptable to Buyer. (iii) An Owner's Affidavit as required by the title insurer and in the form acceptable to Buyer. (iv) A Bill of Sale to Buyer conveying all of Seller's right, title and interest in and to the Personal Property, said Bill of Sale to be in the form acceptable to Buyer. (v) Florida Department of Revenue Return for Transfers of Interest in Florida Real Property. (vi) Such other documentation as may reasonably be required by Buyer, the title insurer and/or Closing Agent in order to close this transaction in accordance with the terms of this Agreement. (C) By the Buyer at Closing. In addition to the other documents required to be executed by Buyer at the Closing, Buyer shall execute and acknowledge, if necessary, and deliver to Seller such documentation as may reasonably be required by the title insurer and/or Closing Agent in order to close this transaction in accordance with the terms of this Agreement. 20 ORLA_631814.2 (D) Preparation of Closing Documents. Unless otherwise provided, all closing documents shall be prepared by Buyer's attorney, subject to the review and approval of Seller's attorney. 10. SELF-LUMINOUS EXIT SIGNS. (A) Buyer hereby aclmowledges that the Property has Brandhurst Luminexit self-luminous exit signs ("Exit Signs") located in the building. Buyer aclmowledges that the Exit Signs have regulated disposal requirements, and for proper disposal the "Manufacturer" must be contacted. The Manufacturer may be contacted as follows: SRB Technologies, Inc. P.O. Box 25267 Winston-Salem, NC 27114-5267 (336) 659-2610 (B) Buyer aclmowledges that Buyer shall be responsible for the proper disposal of the Exit Signs subsequent to Closing. Seller shall notify the Manufacturer, following Closing, that Buyer is the new owner of the Exit Signs. (C) The provisions of this section shall survive Closing. 21 ORLA_631814.2 DISCLOSURE OF BENEFICIAL INTERESTS IN REAL PROPERTY TO: S. Scott Vandergrift, Mayor, City ofOcoee FROM: FLORIDA Y PROPERTIES, INC., a Florida corporation ("Seller") SUBJECT: Proposed Sale from FLORIDA Y PROPERTIES, INC., a Florida corporation to City of Ocoee, Florida ("Buyer") of the following real property described (the "Property"): Lots 7, 8, and 9 of the Plat of Ocoee Commerce Center according to the Plat thereof- as recorded in Plat Book 30, Pages 78 and 79 of the Public Records of Orange County, Florida (Tax Parcel #29-22-28-6143-00-070) Please be advised that the undersigned, after diligent search and inquiry, hereby states under oath, and subject to the penalties prescribed for perjury: (i) that the Seller is the contract purchaser of fee simple title to the Property, (ii) that the Seller's address is 132 West Plant Street, Suite 200, Winter Garden, Florida 34787, (iii) that the undersigned has been authorized by Seller to execute this disclosure on behalf of Seller, and (iv) that the name and address of each person having a legal or beneficial interest in the Property or the contract for the purchase of the Property is as follows: Name Address ORLA_632303.1 I swear and affirm that the information furnished herein is accurate as of the date hereof, and I agree to promptly disclose any changes in the information contained herein, or any errors in such information between the date hereof and the date of the sale of the Property from Seller to Buyer. This disclosure is made under oath and I understand I am subject to penalties for perjury for any false information contained herein. This disclosure is made pursuant to Section 286.23, Florida Statutes, in connection with a conveyance of the Property to the Buyer. SIGNATURE AND NOTARY FOR DISCLOSURE OF BENEFICIAL INTERESTS FLORIDA Y PROPERTIES, INC. By: Print Name: Ti tIe: Address: FIoriday Properties, Inc. Attention: Rohland A. June 132 West Plant Street, Suite 200 Winter Garden, Florida 34787 Telephone: (407) 905-8180 Fax: (407) 905-6232 STATE OF FLORIDA COUNTY OF ORANGE Sworn to and subscribed before me this day of December, 2007, by ROHLAND A. JUNE as President of FLORIDA Y PROPERTIES, INC. who [ ] is personally known to me, or [ ] produced as identification. Signature of Notary Name of Notary Commission Number (if not legible on seal): My Commission Expires (ifnot legible on seal): 2 ORLA_632303.1