HomeMy WebLinkAboutItem #04 Approval of Release of Escrow Agreement Funds from Centex Homes to Orange County for Improvements to Ingram Road, qkEY %/�
AGENDA ITEM COVER SHEET
Meeting Date
Item #
Contact Name:
Contact Number:
David A. Wheeler, P.E.
407 - 905 -3100, ext. 1504
August 6, 2013
H
Reviewed By
_ Department Director:
City Manager:'
Subject: Release of Escrow Agreement Funds from Centex Homes to Orange County for
Improvements to Ingram Road (District 4 — Commissioner Keller)
Background Summary:
The Ingram Trails subdivision is located on the west side of Ingram Road north of the intersection with
Clarcona -Ocoee Road. The development was approved at the May 2, 2006, City Commission Meeting. As
part of the subdivision approval, the City also executed the Ingram Road and Clarcona -Ocoee Road Escrow
Agreement between Centex Homes, Orange County, and the City. That agreement allowed Centex Homes to
place funds in escrow to cover construction of certain improvements on Ingram Road.
As part of the development review process, the City required Centex Homes to make improvements to Ingram
Road. The improvements to Ingram Road included the widening of the road to a 12 foot lane width, installation
of a left turn lane into the new development, installation of a sidewalk along Ingram Road on the new
development's side of the road, drainage improvements to collect the storm runoff and convey it to stormwater
ponds for treatment. The portion of Ingram Road that fronts the subdivision is controlled by Orange County.
The County had prepared construction plans for the widening on Clarcona -Ocoee Road with improvements to
Ingram Road for a distance of approximately 800 feet north of the intersection of the two roads.
Centex was required to obtain a permit from Orange County for their proposed improvements. In 2006, Orange
County had not obtained all the additional land required for their road project and requested, with the City's
approval, that Centex establish an escrow fund to cover the construction of certain improvements associated
with Centex's project that would fall within the County's project limits. There were alignment and elevation
issues that would also not allow Centex to construct those certain improvements with their project in 2006/07.
At that time, Orange County was pushing their Clarcona -Ocoee Road project for funding and all parties were
inclined to not have Centex build those improvements and then have the County proceed to remove them and
build their improvements.
Dewitt Excavating Company has been constructing the last phase of the widening of Clarcona -Ocoee Road.
Their contract started in May of 2012 and is projected to run until May of 2014. Dewitt has completed the road
improvements to Ingram Road that were required by the City and County back in 2006/07 as well as the
installation of the City's reuse pipeline under that section of Ingram Road. Therefore, the County is requesting
release of the escrow funds to pay for those certain improvements. The actual cost of the improvements
exceeded the escrow fund limit. Therefore Centex Homes will not be receiving any of the funds in return.
Orange County will be making up the small difference in the actual cost.
Although the City required the improvements, the City had no monetary funding in the road improvements to
Ingram Road. The attached Disbursement of Escrow Funds letter is a copy of document the City is being
asked to execute. Citv Leaal Counsel has reviewed the document.
Issue:
Should the City approve the Disbursement of Escrow Funds as established under the Ingram Road and
Clarcona -Ocoee Road Escrow Agreement between Centex Homes, Orange County, and the City of Ocoee?
Recommendations
The Engineering Department recommends that the City Commission approve the Disbursement of Escrow
Funds as established under the Ingram Road and Clarcona -Ocoee Road Escrow Agreement between Centex
Homes, Orange County, and the City of Ocoee and authorize the Mayor and City Clerk to execute the
Disbursement of Escrow Funds letter.
Attachments:
Disbursement of Escrow Funds letter
Financial Impact:
There is no financial obligation to the City related to the execution of the Disbursement of Escrow Funds letter.
Type of Item: (please mark with an x')
Public Hearing
For Clerk's Dept Use:
Ordinance First Reading
Consent Agenda
Ordinance Second Reading
Public Hearing
Resolution
Regular Agenda
Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by Q
N/A
N/A
N/A
2
June 26, 2013
Peter J. Fides, I1, Esq.
Greenberg Traurig, P.A.
450 South Orange Avenue, Suite 650
Orlando, FL 32801
RE: Ingram Road / Clarcona -Ocoee Road Escrow Agreement,
Disbursement of Escrow Funds
Mr. Fides,
On July 11, 2006, the Orange County Board of County Commissioners approved the
Ingram Road and Clarcona -Ocoee Road Escrow Agreement (the "Agreement "), attached for
your reference. Section 4 of the Agreement identifies your law firm as the Escrow Agent. This
written correspondence is addressed to you, as representative of the Escrow Agent.
The Phase Two Roadway Improvements have been completed and accepted by Orange
County. As such, Orange County has delivered to both the City of Ocoee and Centex the Project
Engineer's written certification and accounting of the actual costs, one hundred ninety thousand
eight hundred sixty -two dollars and seventeen cents ($190,862.17), incurred by Orange County.
Attached please find copies for your reference.
This correspondence, executed by the City of Ocoee, Centex Homes, and Orange County,
shall serve as our joint written direction to you, pursuant to Sections 5(a) and 5(b) of the
Agreement, to disburse the Escrow Funds as follows:
(1) Escrow Funds in the amount of one hundred eighty -one thousand seven hundred sixty -
one dollars and twelve cents ($181,761.12), made payable to the Orange County Board of
County Commissioners as payment for the actual costs incurred, to the attention of Heather
E.G. Brownlie, Esq. AICP, Transportation Planner III, Orange County Community,
Environmental, and Development Services Department, Orange County Public Works Complex,
4200 South John Young Parkway, Orlando, FL 32839.
(ii) Any interest amounts earned on the Escrow Funds, made payable to Centex Homes,
a Nevada general partnership, to the attention of Mark Evans, Pulte Home Corporation, 2301
Lucien Way, Suite 400, Maitland, FL 32751.
Should you have any questions regarding this correspondence, please contact Heather
E.G. Brownlie at 407 - 836 -8076.
[Signatures to follow on Additional Pages]
Attachments
Page 1 of 4
IN WITNESS WHEREOF, the Parties have caused this document to be duly executed by
their respective duly authorized representatives on the dates set forth below.
ORANGE COUNTY, FLORIDA
By: Board of County Commissioners
IM
Teresa Jacobs,
Orange County Mayor
Date:
ATTEST: Martha O. Haynie, County Comptroller
As Clerk of the Board of County Commissioners
Deputy Clerk
Page 2 of 4
CITY OF OCOEE, FLORIDA
In
S. Scott Vandergrift, Mayor
Date:
Attest:
Beth Eikenberry, City Clerk
(SEAL)
For use and reliance only by
the City of Ocoee, Florida;
Approved as to form and legality
this day of , 2013.
SHUFFIELD, LOWMAN,
& WILSON, P.A.
i
Scott A. Cookson, City Attorney
Approved by the Ocoee City
Commission at a meeting held
on , 2013 under Agenda
Item No.
Page 3 of 4
CENTEX HO
i
Date:
STATE OF FLORIDA
COUNTY OF
C
a Nevada general partnership
ate Corporation, a Nevada
sole Managing Partner
Dan Fitzpatrick" —VP Finance
(North Florida)
The foregoing instrument was acknowledged before me by Dan Fitzpatrick of Centex
Real Estate Corporation, as its Vice President of Finance, who is known by me to be the person
described herein and who executed the foregoing, this day of 1%,&j , 20�. S /he
is personally known to me or has produced — as identification and
did/did not take an oafIi.
i WITNESS my hand and official seal in the County and State last aforesaid this may of
2013.
Notary Public J
Print Name: i�_c�. �i ✓��' / \i1
My Commission Expires:
DXAKI JuU1I H ritt;KENBERG
NOTARYPUBLIC
B`IATE OF FLONDA
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Page 4 of 4
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BY 0W.NCE
OF "�UwrY GCf; ": r:i;J CPJ .i:b
'JUL 11 2006 ::4j
INGRAM ROAD AND CLARCONA -OCOEE ROAD ESCROW AGREEMENT
THIS INGRAM ROAD AND CLARCONA -OCOEE ROAD ESCROW AGREEMENT
(this "Agreement ") is made and entered into by and among CENTEX HOMES, a Nevada general
partnership ( "Centex "), the CITY OF OCOEE, FLORIDA, a municipal corporation organized and
existing under the laws of the State of Florida (the "City"), and ORANGE COUNTY, FLORIDA, a
Charter County and political subdivision of the State of Florida (the "County").
RECITALS
A. Centex owns the real property (the "Centex Property") described on Exhibit "A"
attached hereto and incorporated herein by this reference.
B. The Centex Property is located on Ingram Road, a County owned and maintained road,
northwest of the intersection (the "Intersection ") of Ingram Road and Clarcona -Ocoee Road and within
the corporate limits of the City.
C. Centex proposes to develop a single family residential community (the "Centex
Development ") on the Centex Property.
D. City desires to have the following improvements (collectively, the "Ingram Road
Improvements ", as more particularly shown on Exhibit "B" attached hereto) installed within certain
portions of the Ingram Road right -of -way lying between Station 22 +50 and the Intersection: (1) a
sidewalk along the frontage of the Centex Development on the southwest side of Ingram Road and
extending southeast to the West Orange Trail (the "Sidewalk "); (2) certain roadway improvements (the
"Phase One Roadway Improvements ") extending approximately one thousand feet (1,000') from Station
22 +50 to the drainage inlet at approximately Station 32 +50 (the "Phase One Road Segment"); and (3)
certain additional roadway improvements (the "Phase Two Roadway Improvements ") extending
approximately eight hundred feet (800') from the drainage inlet at approximately Station 32 +50 to the
Intersection (the "Phase Two Road Segment ").
E. The Phase One Roadway Improvements are composed of the installation of new road
base material and asphalt paving within the. existing two lane portion of the Phase One Road Segment
and installation of a new left turn lane (the "Phase One Left Turn Lane ") within the portion of the Phase
One Road Segment lying between the main entry to the Centex Development and the southeastern end
of the Phase One Road Segment, together with related curbs and gutters, all satisfying applicable Florida
Department of Transportation requirements.
F. The Phase Two Roadway Improvements are composed of the installation of new road
base material and asphalt paving within the existing two lane portion of the Phase Two Road Segment
and installation of a new left turn lane (the "Phase Two Left Tum Lane ") within the Phase Two Road
Segment, together with related curbs and gutters, all satisfying applicable Florida Department of
Transportation requirements.
G. The Phase Two Roadway Improvements cannot be installed until County acquires
additional drainage areas sufficient to accept the storm water runoff to be generated by the installation of
the Phase Two Roadway Improvements.
H. County is planning to realign the Intersection and to install roadway, drainage and other
improvements (collectively, the "Intersection Improvements ") within and adjacent to the Intersection.
I. County's planned Intersection Improvements include acquisition of additional drainage
areas sufficient to accept the additional storm water runoff to be generated by the installation of the
Intersection Improvements and the Phase Two Roadway Improvements and the County is agreeable to
installing the Phase Two Roadway Improvements incidental to the County's installation of the
Intersection Improvements.
J. Provided that Centex agrees to place in escrow with County the estimated hard costs of
installing new road base material and asphalt paving within the existing two lane portion of the Phase
Two Road Segment (a copy of the estimated hard costs are attached hereto as Exhibit "C ") , County is
agreeable to installing all of the Phase Two Roadway Improvements incidental to the installation of the
Intersection Improvements to be installed by County and City will forego any requirement that Centex
install any of the Phase Two Roadway Improvements in connection with the development of the Centex
Development.
K. The parties desire to enter into this Agreement for the purpose of setting forth their
undertakings and agreements with regard to the Ingram Road Improvements.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the mutual advantages arising under this
Agreement, the covenants of the parties herein contained and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as
follows:
1. Recitals The foregoing recitals are accurate and they are incorporated herein by this
reference.
2. Sidewalk and Phase One Roadway Improvements Centex agrees to install the Sidewalk
and the Phase One Roadway Improvements incidental to the development of the Centex Development
and at Centex's expense. The foregoing improvements shall be completed by Centex prior to the
issuance by the City of a certificate of completion for the Centex Development.
3. Phase Two Roadway Improvements County agrees to install the Phase Two Roadway
Improvements incidental to the installation of the Intersection Improvements at County's expense
(except for the agreed upon, maximum contribution to be paid by Centex toward a portion of those costs
pursuant to this Agreement).
4. . Escrow Fund Prior to the recordation of the first subdivision plat by which any portion
of the Centex Property is hereafter subdivided into single family building Iots, Centex shall pay to
Greenberg Traurig, P.A. (the "Escrow Agent ") ONE HUNDRED EIGHTY ONE THOUSAND SEVEN
HUNDRED SIXTY ONE AND 12/100 DOLLARS ($181,761.12) as Centex's agreed upon, maximum
contribution (the "Escrow Fund ") toward the hard costs to be incurred by County for the installation of
the new road base material and asphalt paving within the existing two lane portion of the Phase Two
Road Segment. The Escrow Fund shall be held in escrow and disbursed by Escrow Agent in
accordance with this Agreement.
Escrow Agreement
Page 2
5. Escrow Provisions The following provisions shall :apply with regard to the holding and
disbursement of the Escrow Fund by Escrow Agent:
(a) Holding of the Escrow Fund Pending disbursement, Escrow Agent is directed
to deposit and hold the Escrow Fund in an interest - bearing money market account maintained by
Escrow Agent with a state or federal chartered bank located in Orlando, Florida. Interest earned on the
Escrow Fund shall accumulate and constitute a part of the Escrow Fund. Interest on the Escrow Fund
shall accrue to the benefit of Centex, whose Taxpayer Identification Number is 75- 2502012.
(b) Disbursement of the Escrow Fund Upon completion of the Phase Two
Roadway Improvements and acceptance of such improvements by the governmental agency responsible
for the future maintenance of the Phase Two Roadway Improvements, County shall obtain from the
project engineer (the "Project Engineer") engaged by County for the Phase Two Roadway
Improvements, and County shall deliver to City and Centex, the Project Engineer's written certification
(the "Engineer's Certificate ") to City, County and Centex that the Phase Two Roadway Improvements
are complete and setting forth in detail the actual, out -of- pocket hard costs (the "Actual Cost ") incurred
by County to install the new road base material and asphalt paving within the existing two lane portion
of the Phase Two Road Segment. Upon receipt of the Engineer's Certificate and, if applicable, the
Maintenance Bond (as defined below), City, County and Centex shall issue joint written direction to
Escrow Agent instructing Escrow Agent to disburse the Escrow Funds as follows:
W Escrow Agent shall pay to County, from the Escrow Funds, the lesser of
the following: (i) the Actual. Cost, or (ii) the Escrow Funds held by Escrow Agent; and
(ii) The remainder of the Escrow Fund, if any, shall be.paid to Centex.
City and County agree that delivery of the Escrow Fund into escrow by Centex when required by this
Agreement shall fully satisfy any and all obligations of Centex with regard to the installation of and
payment for the new road base material and asphalt paving within the existing two lane portion of the
Phase Two Road Segment. In the event the Actual Cost exceeds the Escrow Fund, the shortage shall be
borne and paid by County and neither Centex nor City shall be liable for any such shortage.
(c) Protection of Escrow Agent Escrow Agent is authorized and agrees by
acceptance thereof to hold the Escrow Fund in escrow and to disburse the Escrow Fund in accordance
with this Agreement. Escrow Agent is acting solely as a stakeholder at the request of City, County and
Centex and for their convenience. Escrow Agent assumes no obligations or responsibilities hereunder
other than as expressly set forth herein. The sole responsibility of Escrow Agent shall be to hold and
disburse the Escrow Fund in accordance with this Agreement and to account to City, County and Centex
for the Escrow Fund. Escrow Agent shall have no obligation or authority to determine the
appropriateness of any joint direction for disbursement of the Escrow Fund. In the event of doubt as to
its duties or liabilities under the provisions of this Agreement, Escrow Agent may, in Escrow Agent's
sole discretion, continue to hold the Escrow Fund until City, County and Centex mutually agree to the
disbursement thereof or until a judgment of a court of competent jurisdiction shall determine the rights
of the parties thereto, or Escrow Agent may deposit the Escrow Fund with the Clerk of the Circuit Court
of Orange County, Florida and upon notifying City, County and Centex of such action, all liability on
the part of Escrow Agent shall terminate except to account for any money delivered out of escrow. In
the event of any suit wherein Escrow Agent is made a party by virtue of acting as such Escrow Agent
under this Agreement, or in the event of any suit wherein Escrow Agent interpleads the subject matter of
this escrow, Escrow Agent shall be entitled to recover a reasonably attorney's fee and costs incurred,
Escrow Agreement
Page 3
which shall be paid by the non- prevailing party (other than. Escrow Agent) in such suit. All parties
agree that Escrow Agent shall not be liable to any party or person whomsoever for any act or omission
on its part undertaken, unless such act or omission shall be grossly negligent or made in bad faith and
willful disregard of this Agreement. Escrow Agent shall not be responsible for assuring the rate of
interest to accrue on the Escrow Fund, for any fluctuation in the rate of interest accruing on the Escrow
Fund, for any failure on the part of the depository bank, for the unavailability of deposit insurance on all
or any portion of the Escrow Fund, for Escrow Agent's compliance with any legal process, order or
judgment of any court, whether or not subsequently vacated or modified, or for any other matter beyond
the direct and exclusive control of Escrow Agent. Centex shall be responsible for payment of Escrow
Agent's fees and expenses for routine handling of escrow reconciliation and disbursement. Centex and,
to the extent permitted by law, City and County, jointly and severally, agree to indemnify and hold
Escrow Agent harmless from and against all loss, claims and expense including, without limitation,
reasonable attorneys, paralegal and experts fees, incurred in connection with the performance of Escrow
Agent's duties and the exercise of its rights hereunder and in connection with any litigation involving
the Escrow Fund, except with respect to actions or omissions undertaken or suffered by Escrow Agent
in bad faith and in willful disregard of this Agreement or involving Escrow Agent's gross negligence.
Escrow Agent shall not be precluded from serving as legal counsel to a party to this Agreement in any
dispute arising under this Agreement, including, without limitation, any dispute involving the Escrow
Fund, by virtue of acting also as Escrow Agent. Escrow Agent shall be permitted to resign, in which
event the parties shall promptly appoint a substitute escrow agent and direct Escrow Agent to transfer
the documents and moneys held by Escrow Agent under this Agreement to the substitute escrow agent.
This section may not be amended without the prior written consent of Escrow Agent.
6. Maintenance Bond If the Phase Two Roadway Improvements are to be maintained by
the City following completion of such improvements, then the Phase Two Roadway Improvements must
be accepted by the City and the County must provide the City with a two -year maintenance bond (the
"Maintenance Bond ") in accordance with the requirements of the City. The cost of such Maintenance
Bond shall be paid by the County from the Escrow Funds to the extent such funds are available therein.
7. Entire Agreement This Agreement sets forth the entire agreement between City,
County and Centex relating to the Ingram Road Improvements and it supersedes all prior and
contemporaneous negotiations, understandings and agreements, written or oral, between the said parties
relating to the Ingram Road Improvements. Notwithstanding the foregoing, this Agreement shall not be
construed to preclude any requirements imposed by the City on Centex that may be specified on the
approved Final Subdivision Plan for the Centex Development (the name of the Centex Development is
currently "Ingram Trails "), but Centex shall, prior to approval of the Final Subdivision Plan by the City,
have the right to withdraw or postpone consideration of its application for Final Subdivision Plan
approval if the City proposes to impose any additional condition or requirement not previously agreed to
by Centex.
8. Modification This Agreement cannot be altered or amended except by written
instrument executed by the parties hereto or their respective successors, assigns and successors in title.
9. Waiver Any failure to enforce any provision contained in this Agreement shall in no
way be deemed a waiver of the right to do so thereafter.
10. No Severability The provisions of this Agreement shall not be severable.
Escrow Agreement
Page 4
11. Limitation of Remedies The parties expressly agree that the consideration, in part, for
each of them entering into this Agreement is the willingness of the other to limit the remedies for all
actions arising out of or in connection with this Agreement. Each party expressly waives its respective
right to sue for damages of any type for breach of or default under this Agreement by any other party.
(a) Limitations on County's Remedies Upon any failure by Centex or City to
perform its obligations under this Agreement, County shall be limited strictly to only the following
remedies against the defaulting party:
(i) action for specific performance or injunction; or
(ii) action for declaratory judgment regarding the rights and obligations of
County; or
(iii) in the case of a default by Centex only, the withholding of development
permits and other approvals or permits in connection with the Centex
Development; or
(iv) any combination of the foregoing.
(b) Limitations on City's Remedies Upon any failure by Centex or County to
perform its obligations under this Agreement, City shall be limited strictly to only the following
remedies against Centex or County:
G) action for specific performance or injunction; or
(ii) action for declaratory judgment regarding the rights and obligations of
City; or
(iii) in the case of a default by Centex only, the withholding of development
permits and other approvals or permits in connection with the Centex
Development; or
(iv) any combination of the foregoing.
(c) Limitations on Centex's Remedies Upon any failure by City or County to
perform its obligations under this Agreement, Centex shall be limited strictly to only the following
remedies against City or County:
(i) action for specific performance or injunction; or
(ii) action for declaratory judgment regarding the rights and obligations of
Centex; or
(iii) any combination of the foregoing.
Escrow Agreement
Page 5
12. Governing Law and Venue_ This Agreement shall be construed, governed, interpreted
and enforced in accordance with the laws of the State of Florida (excluding its conflict of law rules).
Venue for any dispute arising out of or relating to this Agreement shall lie in Orange County, Florida.
13. Disputes Each of the City, the County and Centex shall be responsible for its own
attorney, paralegal and expert fees and disbursements in connection with this Agreement and any
disputes arising out of or related to this Agreement. Notwithstanding the foregoing, in connection with
any litigation between Centex and the City arising out of or related to the interpretation, enforcement or
claimed breach of this Agreement by Centex or the City, whichever of Centex and the City is the
prevailing party shall be entitled to recover from whichever of Centex and the City is not the prevailing
party the said prevailing party's reasonable costs and attorney, paralegal and expert fees whether
incurred before, after or during trial, and in all appellate, bankruptcy and insolvency proceedings, and
without regard to whether or not such action is prosecuted to judgment.
14. Notices All notices or other communications under or in connection with this
Agreement shall be in writing and shall be hand delivered, sent by Federal Express or similar
commercial overnight courier service, or sent by certified mail, return receipt requested, with all postage
charges prepaid, and same shall be addressed to the following address for each party or to such other
address as any such party may designate by written notice given pursuant to this paragraph:
To Centex: Centex Homes
2301 Lucien Way, Suite 400
Maitland, Florida 32751
Attn: Mr. Patrick J. Knight, Division President
Phone No.: 407 -661 -2150
Fax No.: 407 - 389 -0653
with copies to: Centex Homes
1064 Greenwood Boulevard, Suite 124
Lake Mary, Florida 32746
Attn: Karen Ward Procell, Esq., Regional General Counsel
Phone No.: 407 -585 -7509
Fax No.: 407 -585 -7502
Greenberg Traurig, P.A.
450 South Orange Avenue, Sixth Floor
Orlando, Florida 32801
Attention: Peter J. Fides, II
Phone No.: 407 -420 -1000
Fax No.: 407- 420 -5909
To County: Orange County
201 S. Rosalind Ave.
Orlando, FL 32801
Attention: County Administrator
Phone No.: 407 - 836 -7370
Fax No.: 407- 836 -8076
Escrow Agreement
Page 6
With a copy to: Orange County Transportation Planning Division
4200 South John Young Parkway
Orlando, Florida 32839 -9205
Attention: Manager
Phone No.: 407 - 836 -8076
Fax No.: 407- 836 -8079
To City: City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761 -2258
Attention: City Manager
Phone No.: (407) 905 -3100
Fax No.: (407) 656 -6885
With a copy to: Foley & Lardner LLP
111 North Orange Avenue, Suite 1800
Orlando, Florida 32801
Attention: Paul E. Rosenthal; Esq.
Phone No.: (407) 423 -7656
Fax No.: (407) 648 -1743
To Escrow Agent: Greenberg Traurig, P.A.
450 South Orange Avenue, Sixth Floor
Orlando, Florida 32801
Attention: Peter J. Fides, II
Phone No.: 407 -420 -1000
Fax No.:, 407- 420 -5909
15. Counterparts; When Effective This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same document. It shall not be necessary to the binding effect of this Agreement that the
signatures of all parties appear on any one counterpart of this Agreement and this Agreement shall bind
all parties as long as all parties have executed and delivered at least one counterpart of this Agreement.
This Agreement shall take effect and bind the City, the County and Centex only at such time as this
Agreement has been executed and delivered by the City, the County and Centex and the City has
approved the Final Subdivision Plan for the Centex Development.
16. Interpretation The City, the County and Centex have had an equal role in the drafting of
this Agreement. The provisions of this Agreement shall not be construed more adversely against one
party because of any greater role in drafting. Captions and section headings contained in this
Agreement are for convenience and reference only. They do not define, describe, extend or limit the
scope or content of this Agreement or the intent of any provision hereof. Whenever used, the singular
shall include the plural, the plural shall include the singular, and the use of any gender shall include all
genders.
17. Time Time and timely performance are of the essence under this Agreement.
Escrow Agreement
Page 7
18. No Recordation Neither this Agreement nor any memorandum hereof may be recorded
by any party in any public records.
[The remainder of this page is blank. Continued on next page.]
Escrow Agreement
Page 8
IN WITNESS WHEREOF, Centex, the City and the County have executed this Agreement as
of the date first above appearing.
WITNESSES:
"CENTEX"
CENTEX HOMES, a Nevada general partnership
By: CENTEX REAL ESTATE
CORPORATIO�aNn vad a corporation
By: k �L- �
Name: Patrick J. Knight
n Title: Division President
Date Signed: 0,p-J !1 , 2006
[Additional Signature Pages Follow]
Escrow Agreement
Page 9
Printed Name: L) 4 -bl�A— A i - <t qS
CITY:
CITY OF OCOEE, FLORIDA
By: __=
S. Scott Vandergri$, Mayor
Date: 1c3 ( tb� 00
ATTEST:
!
Beth Eiken ;;
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this f6 day of
2006.
FOLEY LARDNER LLP
By:
`;
City Attorney
APPROVED BY THE OCOEE CITY
CONaUSSION AT A MEETING
HELD ON (� , 2006
UNDER AGENDA ITE S NO.
[Additional Signature Page Follows]
Escrow Agreement
Page 10
"COUNTY"
ORANGE COUNTY, FLORIDA
By: Board of County Commissioners
r
By: .L`•t. " ..
Name: Zichard T. Crotty
Title: Orange County Mayor
Date Signed: l 2006
ATTEST:
Martha O. Haynie, County Comptroller
As Clerk of the Board of County Commissioners
B
Name: 4Roshn M. Stgi•l,,e;,,�n
Title: Deputy Clerk
Escrow Agreement
Page l l
EXHIBIT "A"
Lesai Description of the Centex Property
ALL THAT PART OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 5, TOWNSHIP
22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, LYING SOUTHWEST OF THE
SOUTHWEST RIGHT OF WAY LINE OF INGRAM ROAD. SUBJECT TO THE RIGHT OF WAY OF
CLARCONA -OCOEE ROAD.
LESS AND EXCEPT:
A PARCEL OF LAND LYING IN THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER
OF SECTION 5, TOWNSHIP 22 SOUTH, RANGE 28 EAST, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 22 SOUTH, RANGE 28 EAST; THENCE RUN
N 86 0 57'17" W ALONG THE SOUTH LINE OF SAID NORTHEAST QUARTER OF THE
NORTHEAST QUARTER, A DISTANCE OF 693.25 FEET TO THE FORMER NORTHERLY RIGHT -
OF -WAY LINE OF THE ABANDONED CSX TRANSPORTATION RAILROAD CORRIDOR (AS
DEPICTED ON RIGHT -OF -WAY AND TRACK MAP SECTION V.12 FLA, SHEET 5); THENCE RUN
N 73 0 31'29" E ALONG THE SAID NORTHERLY RIGHT -OF -WAY LINE, A DISTANCE OF 703.26
FEET TO THE SOUTHWESTERLY RIGHT -OF -WAY LINE OF INGRAM ROAD (60 FOOT RIGHT -
OF -WAY); THENCE RUN S 46 °24'38" E ALONG SAID SOUTHWESTERLY RIGHT -OF -WAY LINE
37.60 FEET TO THE EAST LINE OF SAID NORTHEAST QUARTER OF THE NORTHEAST
QUARTER; THENCE S 02 °32'39" W ALONG SAID EAST LINE, A DISTANCE OF 210.56 FEET TO
THE POINT OF BEGINNING. SUBJECT TO THE RIGHT -OF -WAY OF CLARCONA -OCOEE ROAD.
LESS AND EXCEPT
A PARCEL OF LAND LOCATED IN THE NE 1/4 OF THE NE 1/4 OF SECTION 5, TOWNSHIP 22
SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF SAID SECTION 5; THENCE S 02 1 33'12" E
ALONG THE EAST LINE OF SAID SECTION 5, A DISTANCE OF 1366.74 FEET; THENCE N
86 0 57'33" W ALONG THE SOUTH LINE OF THE NE 1/4 OF THE NE 1/4 OF SAID SECTION 5, A
DISTANCE OF 1319.0 FEET TO THE INTERSECTION OF SAID SOUTH LINE WITH THE WEST
LINE OF THE NE 1/4 OF THE NE 114 OF SAID SECTION 5, SAID INTERSECTION BEING THE
POINT OF BEGINNING; THENCE N 02 °01'34" E ALONG SAID WEST LINE, A DISTANCE OF
445.00 FEET; THENCE S 87 °58'26" E, A DISTANCE OF 50.0 FEET; THENCE S 02 °01'34" W, A
DISTANCE OF 358.4 FEET; THENCE S 42 °27'59" E, A DISTANCE OF 53.5 FEET; THENCE S
86 °57'33" E, A DISTANCE OF 680.1 FEET; THENCE S 73 °31'29" W, A DISTANCE OF 149.7 FEET
TO A POINT ON THE SAID SOUTH LINE; THENCE N 86 0 57'33" W ALONG SAID SOUTH LINE, A
DISTANCE OF 625.6 FEET TO THE POINT OF BEGINNING.
LESS AND EXCEPT
A PORTION OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 5, TOWNSHIP 22
SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA, LYING SOUTHWEST OF THE
SOUTHWEST RIGHT -OF -WAY LINE OF INGRAM ROAD AND WEST OF WEST RIGHT -OF -WAY
LINE OF CLARCONA -OCOEE ROAD, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SAID SECTION 5;
THENCE RUN SOUTH 02 0 35'53" WEST, A DISTANCE OF 1152.28 FEET; THENCE RUN NORTH
46 °23'58" WEST, A DISTANCE OF 53.81 FEET TO THE POINT OF BEGINNING; THENCE RUN
SOUTH 73 0 31'29" WEST, A DISTANCE OF 88.16 FEET TO THE POINT ON A CURVE CONCAVE
SOUTHEASTERLY HAVING A RADIUS OF 1701.20 FEET, A CENTRAL ANGLE OF 01 °19'56 ", AN
ARC LENGTH OF 39.56 FEET, AND A CHORD BEARING OF NORTH 59 °0121" EAST TO THE
BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 466.00 FEET,
A CENTRAL ANGLE OF 17 0 01'17 ", AND ARC LENGTH OF 138.43 FEET, AND A CHORD
BEARING OF NORTH 32 0 35'57" WEST; THENCE RUN NORTH 48 °53'24" EAST, A DISTANCE OF
5.41 FEET; THENCE RUN SOUTH 46 °23'58" EAST, A DISTANCE OF 166.91 FEET TO THE POINT
OF BEGINNING.
Escrow Agreement
Page 2
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AGREEMENT OF ESCROW AGENT
The undersigned agrees to act as Escrow Agent under and pursuant to the terms of the foregoing
Ingram Road and Clarcona -Ocoee Road Escrow Agreement among Centex Homes, the City of Ocoee,
Florida and Orange County, Florida dated , 2006 and the undersigned agrees to hold
and disburse the Escrow Fund subject to and in accordance with the provisions of the said Ingram Road
and Clarcona -Ocoee Road Escrow Agreement.
Executed by Escrow Agent on the date set forth below.
Escrow Agent:
GREENBERG T1RAURIG. P.A.
orl -fs M42425 I v 1213/2/06
Statement of Certification of Completed
Work
Applicant: �P" V✓ / P %
Address:
E -Mail Address: 1 >t - r, , ,- c,xC , c_ Phone: Ife v-'`;G _. / Z -/ 1
I certify by my signature below that the work performed under this
referenced Orange County instrument has been completed in accordance
with the agreed upon provisions and that minor deviations (as noted in
accompanying - drawings) will not prevent the completed work from
functioning safely and as intended at the time of agreement and approval. .
This statement is based upon the site observation of the performance of the
work, scheduled and conducted by myself or by my representative under my
direct supervision. All reasonable inspections, tests, and physical
measurements have been made to determine that this permitted work has
been done in accordance with all the provision of the approved permit or
construction agreement and applicable standards.
?XA complete set of as -built plans, with all post approval revisions, are enclosed with and
accompany this statement.
L' No deviations were made to the original permitted or agreed upon original record drawings.
The work was completed on: 1- / /Z _
/ / 3
Under penalties of perjury, I declare that I have read the foregoing and.that
the facts stated in it are true.
/''die ' / /""'n- Z / ;" - i 7 S
PRINTED NAME OF PROJECT MANAGER P.E. LICENSE NUMBER IF APPLICABLE
SIGNATURE DATE
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