03-19-2019 Supporting Documents CITY OF OCOEE
150 N. Lakeshore Drive
Ocoee, Florida 34761
ocoee 407-905-3100
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SPEAKING RESERVATION FORM
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DATE 7 _/
NAME A'7,5" //LIA k S PHONE# 7-30Y-9-?4.S
ADDRESS 6044 7`j4 e4c/d `L CITYoco€e_ ZIP CODE 3970
E-MAIL 6db4bSd2iy /'1iia i cd �1
i /I want to address the Board about: X,/ b,4 I ( ,-=e0,-4.5, �i ( 4v4
Do you have a prepared statement, or other document(s) from which you will address the Board?
No Yes if yes, please attach copy of same to this Reservation Form.
All proceedings before the Commission shall be governed by the Civility Code —see back
The following time limits to speak are in effect:
Public Hearings: petitioner presentation - 15 minutes; citizen comments - 5 minutes per speaker;
petitioner rebuttal - 5 minutes.
Open to Public — Citizens Comments - 3 minutes per speaker, per meeting.
CITY OF OCOEE
150 N. Lakeshore Drive
lik_OAPP Ocoee, Florida 34761
ocoee 407-905-3100
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SPEAKING RESERVATION FORM
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DATE
NAME abr^� II °S'r PHONE# 32( 414:9`f S
ADDRESS cm 1 V, `�f ? Ave- CITY O('ka c.) ZIP CODE 2 801
E-MAIL bix,„ -C a CPC� Q4
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Do you have a prepared statement, or other document(s) from which you will address the Board? 2012 CXsee
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No Yes V if yes, please attach copy of same to this Reservation Form.
All proceedings before the Commission shall be governed by the Civility Code —see back
The following time limits to speak are in effect:
Public Hearings: petitioner presentation - 15 minutes; citizen comments - 5 minutes per speaker;
petitioner rebuttal - 5 minutes.
Open to Public— Citizens Comments - 3 minutes per speaker, per meeting.
CITY OF OCOEE
46r 150 N. Lakeshore Drive
Ocoee, Florida 34761
O C O C e 407-905-3100
Ilorida
SPEAKING RESERVATION FORM
City Boards
DATE
NAME ashon( AQ.ccraf PHONE# `'1(1133-8916
ADDRESS I3N c soon try t3\V CITY ' \ ZIP CODE 0-703
E-MAIL tjr rt 1•1f6 \la-0•c)CIA.600VM:SYtkisI.COM
I want to address the Board about: PGk O O Q-- ve&c 1 xeeze. par k.
Do you have a prepared statement, or other document(s) from which you will address the Board?
No Yes V- if yes, please attach copy of same to this Reservation Form.
All proceedings before the Commission shall be governed by the Civility Code —see back
The following time limits to speak are in effect:
Public Hearings: petitioner presentation - 15 minutes; citizen comments - 5 minutes per speaker;
petitioner rebuttal - 5 minutes.
Open to Public — Citizens Comments - 3 minutes per speaker, per meeting.
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oePAWS
OF HOPE
fAWtober Fest
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Park
In honor of National Pet Awareness Month, Paws of Hope will be
hosting Ocoee's 1st Pet Festival on October 12th from 11 am-4pm.
Our mission is to untie the community by celebrating pets and the
families who love them! This event will feature the Doggy Fun
Zone Obstacle Course, fun contests, local pet rescues, food trucks
and MORE!
Bringing the community together
This event will be organized and hosted by Paw Of Hope, a non-
profit pet rescue based in the city of Ocoee. Together with local
businesses it is our hope to make PAWtober Fest an annual FREE
community event. Paws Of Hope will carry liability insurance and
require all vendors to have proper permits and licenses to
participate.
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PURCHASE AND SALE AGREEMENT
AND JOINT INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT INSTRUCTIONS (this
"Agreement") is made and entered into as of March ,2019 (the"Agreement Date"),by and
between the CITY OF OCOEE,FLORIDA,a Florida municipal corporation in its capacity as the
owner of the Property (as defined below) and the Seller under this Agreement and not in its
capacity as a governmental entity with jurisdiction over the Property("Seller"),and MERITAGE
HOMES OF FLORIDA, INC., a Florida corporation ("Buyer"), for the purpose of setting forth
the agreement of the parties and to provide instructions to SHUFFIELD, LOWMAN &
WILSON,P.A.,in its capacity as Escrow Agent("Escrow Agent")and in its capacity as Closing
Agent("Closing Agent"), with respect to the transaction contemplated by this Agreement.
RECITALS
A. Seller owns an undivided fee simple interest in approximately 11.99 acres of land
located in the City of Ocoee (the "City"), Orange County (the "County"), Florida, as more
particularly described on Exhibit"A-1" attached hereto (the"Overall Parcel"). As depicted on
Exhibit"A-2" attached hereto, approximately 3.5 acres of the Overall Parcel is anticipated to be
retained by Seller for non-residential use (the "Seller Retained Parcel"), leaving the
approximately 8.5 acres of the balance of the overall parcel (the "Land Parcel"). The Land
Parcel,together with the"Improvements,"the balance of the"Real Property,"and the"Intangible
Property" (each as hereinafter defined), are sometimes collectively referred to in this Agreement
as the "Property".
B. Seller desires to sell, transfer, and convey the Property to Buyer, and Buyer
desires to purchase and acquire the Property from Seller, upon and subject to the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,Buyer and Seller hereby agree,and instruct Escrow Agent and Closing
Agent, as follows:
1. PURCHASE AND SALE; LEGAL DESCRIPTION.
1.1. Transaction. Subject to and upon all of the terms and conditions of this
Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase
and acquire from Seller, a good and marketable fee simple interest in the Property.
1.2. Legal Description. Seller and Buyer acknowledge that the mere depiction of the
Land Parcel on Exhibit "A-2" without an actual legal description may be legally insufficient.
Notwithstanding any such insufficiency, Seller desires to sell and Buyer desires to purchase the
Property upon and subject to the terms and conditions set forth in this Agreement, and Seller and
Buyer mutually desire that the rights and obligations of both parties under this Agreement should
Prairie Lake Purchase Agreement v9 1
be fully enforceable. Accordingly, Seller and Buyer hereby both agree and acknowledge that:
(a)they are experienced in transactions of the nature provided for in this Agreement; (b)they are
specifically familiar with the configuration and location of the Overall Parcel,the Seller Retained
Parcel, and the Land Parcel; and (c) each party waives any and all claims that the depiction of
the Land Parcel on Exhibit "A-2" without an actual legal description is deficient as a legal
description or insufficient. On or prior to the "Due Diligence Termination Date" (as hereinafter
defined), Seller and Buyer shall work together in good faith to agree upon a metes and bounds
legal description for the Land Parcel consistent with the depiction of the Land Parcel on Exhibit
"A-2", and once such description has been agreed upon, the parties will memorialize their
agreement by an amendment to this Agreement.
2. PURCHASE PRICE. The purchase price of the Property(the"Purchase Price")shall be
One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00), which shall be
payable as follows:
2.1. Contract Fee. Within five (5)"Business Days" (as hereinafter defined)following
the "Escrow Date" (as hereinafter defined), Buyer shall deposit into "Escrow" (as hereinafter
defined)the sum of Five Thousand and No/100 Dollars ($5,000.00)(the"Contract Fee"). Upon
receipt of the Contract Fee, Escrow Agent shall release the Contract Fee to Seller as
reimbursement for costs incurred or to be incurred by Seller in connection with entering into of
this Agreement,including appraisal fees and legal fees. The Contract Fee shall be non-refundable
to Buyer, except as specifically provided otherwise in this Agreement, but at the "Closing" (as
hereinafter defined),the Contract Fee shall be credited against the Purchase Price.
2.2. Deposit. In addition to the Contract Fee,within five(5)Business Days following
the Escrow Date,Buyer shall deposit into Escrow the sum of Five Thousand and No/100 Dollars
($5,000.00) (the "Initial Deposit"). Unless this Agreement has been terminated in accordance
with its terms,then within five(5)Business Days following the Due Diligence Termination Date,
Buyer shall deposit into Escrow an additional sum of Forty Thousand and No/100 Dollars
($40,000.00) (the"Second Deposit"). Unless this Agreement has been terminated in accordance
with its terms, then within five (5) Business Days following the "Rezoning Approval" (as
hereinafter defined), Buyer shall deposit into Escrow an additional sum of Fifty Thousand and
No/100 Dollars ($50,000.00) (the "Third Deposit"). As used in this Agreement, the term
"Deposit" means so much of the Initial Deposit, the Second Deposit, and the Third Deposit as
has theretofore been deposited into Escrow. Until disbursed in accordance with the terms of this
Agreement, Escrow Agent shall hold the Deposit in one or more federally insured, interest or
noninterest bearing accounts as Buyer may instruct from time to time. All interest earned on the
Deposit shall be and remain the property of Buyer, and shall be disbursed from time to time by
Escrow Agent to Buyer as and when requested by Buyer, which obligation shall survive the
Closing or any termination of this Agreement. At the Closing, the Deposit shall be delivered to
the Closing Agent and credited against the Purchase Price.
2.3. Balance. At the Closing, Buyer shall deliver to Closing Agent the balance of the
Purchase Price over and above the Contract Fee and the Deposit, by wire transfer or other
delivery of immediately available federal funds,net of all prorations and adjustments as provided
in this Agreement.
Prairie Lake Purchase Agreement v9 2
3. ESCROW AGENT/CLOSING AGENT.
3.1. Escrow Date. Buyer and Seller shall cause an escrow ("Escrow") to be
established with Escrow Agent by delivery to Escrow Agent of a counterpart of this Agreement
executed by each of Buyer and Seller(in accordance with and subject to Section 14.15 below) at
the same time that such party delivers a copy thereof to the other party. Upon receipt of an
executed counterpart of this Agreement from each of Buyer and Seller, Escrow Agent shall
promptly execute a counterpart of the acceptance of this Agreement in the space provided
following the signature blocks of Seller and Buyer, in its capacity as Escrow Agent and in its
capacity as Closing Agent, and deliver a copy thereof to each of Seller and Buyer. As used
herein,the term"Escrow Date"means the day on which Escrow Agent delivers a fully executed
copy of the Agreement to each of Seller and Buyer as provided in the immediately preceding
sentence.
3.2. Instructions. This Agreement shall constitute instructions to Escrow Agent and
Closing Agent as well as the agreement of the parties. If any other printed instructions are
requested of the parties by Escrow Agent and/or Closing Agent and the terms thereof conflict or
are inconsistent with any provision of this Agreement or any deed, instrument, or document
executed or delivered in connection with the transaction contemplated hereby, the provisions of
this Agreement, or such deed, instrument, or document shall control. Without limiting the
foregoing, no provision in any printed form instructions shall excuse any performance by either
party at the times provided in this Agreement, provide either party hereto with any grace period
not provided in this Agreement, indemnify or excuse Escrow Agent or Closing Agent for its
negligence or willful failure to perform its duties, or give Escrow Agent, Closing Agent, and/or
any broker or other third party any rights in the Deposit and/or Contract Fee, and any such
provision shall be deemed void and of no effect. Escrow Agent is hereby appointed and
designated to act as Escrow Agent, and Closing Agent is hereby appointed and designated to act
as Closing Agent, and each is instructed to deliver, pursuant to the terms of this Agreement, the
documents and funds to be deposited with Escrow Agent and/or Closing Agent, as applicable,as
herein provided. Seller and Buyer agree that the status of the legal counsel identified above as
Escrow Agent and/or Closing Agent under this Agreement does not disqualify such counsel from
representing Seller, as and to the extent that Seller may so elect, in connection with this
Agreement and/or the transaction described herein and/or any dispute that may arise between
Seller and Buyer concerning this Agreement and/or the transaction described herein, including,
without limitation, any dispute or controversy with respect to any of the Contract Fee and the
Deposit, and the parties hereby waive and shall not assert that there exists any conflict of interest
arising out of such representation if Seller so elects to retain such representation.
3.3. Termination. Upon any termination of this Agreement by either of the parties
hereto as expressly allowed under this Agreement (including, without limitation, any deemed
termination): (a)Buyer will return the"Property Materials"(as hereinafter defined)to Seller; (b)
the Deposit shall be delivered to the party that this Agreement specifies is entitled thereto; (c)all
other documents, instruments, and funds delivered to Escrow Agent and/or Closing Agent shall
be returned to the party that delivered the same thereto; and (d) the parties shall thereafter be
relieved from further liability hereunder, except with respect to any obligations under this
Agreement that are expressly stated to survive any termination of this Agreement. A copy of any
Prairie Lake Purchase Agreement v9 3
notice of termination allowed under this Agreement and sent to a party shall also be sent to
Escrow Agent and Closing Agent by the party electing to terminate.
3.4. Closing Protection Letter. If Closing Agent acts as an agent for an underwriter
and does not directly issue policies of title insurance, then Closing Agent agrees that as a
condition to acting in such capacity for this transaction, it shall, concurrently with its acceptance
of this Agreement, cause its underwriter to issue to Buyer an escrow and closing protection letter
or insured escrow and closing service in written form satisfactory to Buyer.
4. ACTIONS PENDING CLOSING.
4.1. Due Diligence.
4.1.1. Property Materials.
4.1.1.1. On or before the second (2nd) Business Day after Seller
executes this Agreement (the "Document Delivery Date"), Seller shall, at Seller's sole cost and
expense, provide to Buyer true, correct, and complete copies (digitally if available) of all of the
following documents (collectively, the "Property Materials"), and/or written notice as to the
non-existence of any such Property Materials, as applicable:
(a) Any title insurance policy or similar instrument obtained
by Seller when it acquired any of the Overall Parcel;
(b) Any surveys for any portion of the Overall Parcel to the
extent within Seller's possession or control;
(c) Any existing environmental reports for any of the Overall
Parcel to the extent within Seller's possession or control;
(d) All leases, occupancy agreements, operating agreements,
and licenses that affect any of the Overall Parcel;
(e) All archaeological, biological (including, without
limitation, threatened / endangered species), soil, geological, grading, drainage, and
hydrology reports, surveys, or assessments (including, without limitation, any approved
master drainage report and approved grading, drainage, and utilities plans) and any other
engineering reports for any of the Overall Parcel to the extent within Seller's possession
or control; and
(f) Any other third-party reports, contracts, and agreements of
any kind in Seller's possession or control pertaining to any of the Overall Parcel.
4.1.1.2. To the extent any of the items described in Section 4.1.1.1 were
obtained by Seller from third-party consultants paid by Seller and/or with whom Seller contracted
and such items are not otherwise addressed to Buyer, Seller shall cooperate, at no out-of-pocket
cost to Seller, with any request by Buyer to cause each such preparer of such items to provide
Prairie Lake Purchase Agreement v9 4
Buyer with a reliance letter reasonably acceptable to Buyer confirming Buyer's right to rely upon
and use such items.
4.1.1.3. Seller shall promptly furnish to Buyer for its review(a) any of
the items described in Section 4.1.1.1 that may come into Seller's possession or control from and
after the Document Delivery Date, and (b) any additional documents and information related to
any of the Property that are in the possession or control of Seller and reasonably requested in
writing by Buyer.
4.1.1.4. Any Property Materials provided pursuant to this Section 4.1.1
are being made available to Buyer by Seller solely as an accommodation and to assist Buyer in
conducting its own inquiry and investigation into the facts and matters addressed by such
materials. Buyer hereby acknowledges and agrees that, except with regard to express
representations or warranties made by Seller in this Agreement and/or any instrument delivered
by Seller at Closing and except for any information certified in writing by Seller to be true and
correct (collectively, the "Express Representations"), any Property Materials made available
by Seller to Buyer shall not constitute or be deemed to be any representation or warranty by Seller
of any nature whatsoever about or concerning such documents or information or the accuracy,
completeness or reliability thereof. Buyer acknowledges that, subject to the Express
Representations, it has undertaken or will undertake such investigations, inspection and inquiries
as it has deemed necessary or appropriate to verify the information contained in the Property
Materials.
4.1.2. Buyer's Diligence Tests.
4.1.2.1. At all reasonable times prior to the Closing (or earlier
termination of this Agreement), Buyer and its employees, agents, consultants, and contractors
shall be entitled,at Buyer's sole cost and expense,to: (a)enter onto the Overall Parcel to perform
any inspections, investigations, studies, and tests of the Overall Parcel (including, without
limitation, physical, engineering, soils, geotechnical, and environmental tests)that Buyer deems
reasonable; (b)review all Property Materials; and(c) investigate such other matters pertaining to
the Property as Buyer may desire. Buyer's entry onto and inspections of the Overall Parcel in
accordance with the terms of this Agreement shall not damage the Overall Parcel in any material
respect. Buyer shall be solely responsible for all costs and fees incurred by it relating to Buyer's
inspections. Further, any inspections of the Property shall be subject to the following terms and
restrictions: (i) any entry by Buyer onto the Overall Parcel shall be subject to, and conducted in
accordance with, all applicable laws; (ii) Buyer shall not conduct (or cause to be conducted) a
Phase II Environmental Site Assessment or similar intrusive investigation(other than customary
soils borings) without obtaining the prior written consent of Seller, which consent shall not be
unreasonably withheld; and (iii) Buyer shall not permit any liens to attach to the Property as a
result of Buyer's failure to pay any party performing inspections for and on behalf of Buyer.
4.1.2.2. Buyer shall indemnify, protect, defend, and hold Seller and
Seller's officials, agents, employees, and representatives (each an "Indemnified Party" and
collectively, the "Indemnified Parties") harmless from and against any and all claims
(including, without limitation, claims for mechanic's liens or materialman's liens), causes of
action, demands, obligations, losses, damages, liabilities, judgments, costs, and expenses
Prairie Lake Purchase Agreement v9 5
(including, without limitation, reasonable attorneys' fees, charges, and disbursements)
(collectively, "Claims") in connection with or arising out of any entry upon the Overall Parcel
by Buyer, its agents or representatives pursuant to this Section 4.1.2; provided, however, that
Buyer shall have no responsibility or liability for (a) any act or omission of any Indemnified
Party; (b)any adverse condition or defect on or affecting the Property not caused by Buyer or its
employees, agents, consultants, or contractors but discovered or impacted during their
inspections including, without limitation, the pre-existing presence or discovery of any matter
(such as, but not limited to, any "Hazardous Substance" (as hereinafter defined)); (c) the results
or findings of any inspection or the disclosure of such results or findings; and/or (d) Buyer's
election to terminate this Agreement as a result of any inspection pursuant to this Agreement.
4.1.2.3. Prior to any entry by Buyer onto the Overall Parcel,Buyer shall
deliver to Seller a certificate of insurance naming Seller as an additional insured with policy
limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate covering all
inspection activities by Buyer and its agents.
4.1.2.4. If this Agreement is terminated by Buyer other than pursuant
to Section 12.1 upon a default or breach by Seller,Buyer shall repair any material damage to the
Property caused by its entry thereon and restore the same to substantially the same condition in
which it existed prior to such entry.
4.1.2.5. The provisions of this Section 4.1.2 shall survive the Closing
or the earlier termination of this Agreement.
4.1.3. Buyer's Termination Right. Buyer shall have the right at any time on or
before the ninetieth (90th) day following the Escrow Date (the "Due Diligence Termination
Date") to determine in its sole and absolute discretion whether the Property is acceptable to
Buyer. The Due Diligence Termination Date shall be automatically extended by the period of
any delay by Seller in timely providing the Property Materials to Buyer. If Buyer elects to
proceed with the purchase of the Property, Buyer will give written notice to Seller and Escrow
Agent of such election (a "Notice of Intent to Proceed") on or prior to the Due Diligence
Termination Date. If Buyer does not deliver a Notice of Intent to Proceed on or prior to the Due
Diligence Termination Date,then this Agreement and the Escrow shall be automatically deemed
terminated. If this Agreement is terminated in accordance with this Section, then the Deposit
shall be immediately returned to Buyer; provided, however,that One Dollar($1) of the Deposit
shall constitute independent consideration for Seller's execution and delivery of this Agreement
and shall be delivered to Seller and not returned to Buyer if Buyer terminates this Agreement
pursuant to this Section, but otherwise shall constitute part of the Deposit for all other purposes
under this Agreement.
4.2. Title.
4.2.1. Title Documents. Within ten (10) Business Days following the Escrow
Date, Closing Agent,as agent for Fidelity National Title Insurance Company or another national
title insurance underwriter licensed in Florida(other than Old Republic National Title Insurance
Company or any of its affiliates) and acceptable to Buyer ("Title Insurer"), shall issue and
deliver to Buyer: (a) a current commitment for a 2016 ALTA owner's policy of title insurance
Prairie Lake Purchase Agreement v9 6
with Florida modifications for the Real Property in an amount not less than the Purchase Price
(the "Commitment") and (b) legible copies of all documents referenced therein (collectively
with the Commitment, the "Title Documents").
4.2.2. Buyer's Review of Title. Buyer shall have until the Due Diligence
Termination Date to notify Seller in writing of any objection that Buyer may have to any matters
reported or shown in the Title Documents or any amendments or updates thereof(a "Buyer's
Objection Letter") (provided,however,that if any such amendments or updates are received by
Buyer after or within ten(10) Business Days before the Due Diligence Termination Date, Buyer
shall have an additional ten(10) Business Days following Buyer's receipt of such amendment or
update and copies of all documents referenced therein to notify Seller of objections to matters
shown on any such amendment or update that were not disclosed on the previously delivered
Title Documents). Matters shown in Schedule B, Part or Section Two of the Commitment (or
any amendments or updates thereof)that are not timely objected to by Buyer as provided above
shall be deemed to be "Permitted Exceptions." Seller shall cooperate with Buyer to eliminate
title exceptions objected to by Buyer, but, except as set forth in Section 4.2.3, Seller shall have
no obligation to cure or correct any matter objected to by Buyer. On or before the fifth (5th)
Business Day following Seller's receipt of Buyer's Objection Letter, Seller may elect, by
delivering written notice of such election to Buyer and Escrow Agent("Seller's Response"),to
cause Title Insurer to remove or insure over any matters objected to in Buyer's Objection Letter.
If Seller fails to deliver Seller's Response within the period set forth above, it shall be deemed
an election by Seller not to cause Title Insurer to so remove or insure over such objections. If
Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if
Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an
objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such
election to Seller and Escrow Agent on or before the earlier to occur of(a)the fifth(5th)Business
Day following Buyer's receipt of Seller's Response or(b) if no Seller's Response is received by
Buyer,the fifth(5th)Business Day following the date on which Seller shall have been deemed to
have responded, as provided above, to: (i) terminate this Agreement, in which case the Deposit
shall be immediately returned to Buyer;or(ii)proceed with this transaction, in which event those
objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove
or insure shall be deemed to be Permitted Exceptions.
4.2.3. Seller Title Matters. Notwithstanding anything else stated herein, in all
events, regardless of whether Buyer has given notice of objection as stated in Section 4.2.2 (and
Buyer need not object to any such matters), Seller shall: (a) be obligated to satisfy and otherwise
remove all monetary and financial liens as of the Agreement Date or incurred by Seller on or
before the Closing hereunder (other than current taxes not yet due) and any additional
encumbrances incurred by Seller after the Agreement Date in violation of any provision of this
Agreement; (b)except as may be otherwise specifically set forth in this Agreement,terminate all
leases and possessory agreements that affect the Property and cause all parties-in-possession title
exceptions shown on the Commitment,if any,to be deleted;(c)except for items that are expressly
made the obligation of Buyer in this Agreement, satisfy all requirements shown in Schedule B,
Part or Section One of the Commitment(or any amendments or updates thereof);and(d)execute
and deliver at Closing all documents reasonably requested by the Title Insurer in order to remove
the "standard exceptions" in the Owner's Title Policy, including, but not limited to, the
Prairie Lake Purchase Agreement v9 7
mechanic's liens, possession, and unrecorded matters exceptions, to insure the so-called "gap"
between the effective date of the Commitment and the recordation of the Deed.
4.2.4. Condition of Title at Closing. Upon the Closing, Seller shall sell,transfer,
and convey to Buyer fee simple title to the Real Property by a duly executed and acknowledged
special warranty deed in the form of Exhibit "B" attached hereto (the "Deed"), subject only to
the Permitted Exceptions.
4.2.5. Closing Update. Not more than thirty (30) but at least five (5) days prior
to Closing, Closing Agent shall cause the Title Insurer to endorse or update the Commitment to
reflect the conveyance of the Property at the Closing, and to update the effective date of the
Commitment to a date within thirty (30) days of Closing. If the endorsement to / update of the
Commitment includes any additional requirements, Seller must satisfy the same prior to the
Closing at Seller's sole cost and expense unless said new requirements were caused by an action
of Buyer. If the endorsement to/update of the Commitment includes any exceptions that are not
already Permitted Exceptions, Seller must take all action necessary to delete the same prior to
the Closing at Seller's sole cost and expense unless said new exceptions were caused by an action
of the Buyer or unless Buyer consents in writing to the same as a Permitted Exception prior to
the applicable Closing. Failure to satisfy said requirements and/or delete said exceptions shall
be a default under this Agreement by Seller.
4.3. Governmental Approvals.
4.3.1. From the Escrow Date through the Closing Date, Buyer, at Buyer's sole
cost and expense, shall be entitled to pursue all necessary approvals from the City, the County,
any applicable water management district(s) ("WMD"), FDEP, the U.S. Army Corps of
Engineers ("ACOE"), and all other applicable governmental authorities, quasi-governmental
authorities, and/or utility providers and regulators (collectively, the "Governmental
Authorities") for the subdivision and development of the Land Parcel into not less than sixty-
four(64)marketable townhome lots in such dimensions as are acceptable to Buyer,together with
associated common areas (collectively,the"Intended Use"), all in form and substance and with
stipulations and requirements acceptable to Buyer in its commercially reasonable discretion
(collectively, the "Governmental Approvals"), including, without limitation, all of the
following: (a) approval by the City of the rezoning of the Land Parcel ("Rezoning") to Planned
Unit Development (PUD) to permit the Intended Use in accordance with the "Approved Plan"
(as hereinafter defined); (b) approval by the City of a Preliminary Subdivision Plan for the Land
Parcel consistent with the Intended Use (the "Approved Plan"); (c) approval by the City (and
any other applicable Governmental Authorities) of a Final Subdivision Plan for development of
the Land Parcel in accordance with the Approved Plan, including without limitation, plans with
respect to all infrastructure improvements, roads, off-site improvements, walls, gates, and
common area irrigation/landscaping for the Land Parcel (collectively, the "Improvement
Plans"); (d) approval and issuance by all applicable Governmental Authorities of, all permits
necessary or desirable to develop the Land Parcel in accordance with the Approved Plan and the
Improvement Plans; (e) final approval by all applicable Governmental Authorities of all
agreements and arrangements for all required environmental mitigation related to the Property
and/or its development, including without limitation, wetland/conservation mitigation, gopher
tortoise relocation, and any other mitigation related to wildlife or plants identified as threatened
Prairie Lake Purchase Agreement v9
8
or endangered; (f) school and transportation concurrency with respect to the Property for new
residential units in an amount not less than the number of residential units contained in the
Approved Plan; and (g) final approval by all applicable Governmental Authorities of all
agreements and arrangements, and allocation of sufficient capacity, necessary for the providing
to the Property of all utility services necessary or desirable for Buyer's intended residential
development of the Property; and in each instance of the foregoing clauses (a) — (g), including
the expiration of all applicable protest, rehearing, appeal, and referendum periods without a
protest, request for rehearing, appeal, or referendum being filed (or if a protest, request for
rehearing, appeal, or referendum has been filed, then on the date that such protest, rehearing
appeal, or referendum has been resolved with finality on terms satisfactory to Buyer). As used
herein, "Rezoning Approval" means the approval by the City of the Rezoning, including the
expiration of all applicable protest, rehearing, appeal, and referendum periods without a protest,
request for rehearing, appeal, or referendum being filed (or if a protest, request for rehearing,
appeal, or referendum has been filed, then on the date that such protest, rehearing appeal, or
referendum has been resolved with finality on terms satisfactory to Buyer).
4.3.2. Buyer shall be entitled to pursue the Governmental Approvals and to
conduct all negotiations with all Governmental Authorities with respect thereto, and from and
after the Due Diligence Termination Date and prior to the Closing or any earlier termination of
this Agreement, Buyer shall use good faith efforts in diligently pursuing the Governmental
Approvals and Seller shall diligently review, process, and consider all submittals for the
Governmental Approvals. Buyer shall be responsible for paying all fees, costs, and expenses
incurred by it to prepare the Approved Plan, and the Improvement Plans, and to obtain the
Governmental Approvals. Seller shall cooperate with Buyer's efforts to obtain the Governmental
Approvals and shall timely execute any and all applications, consents, and other documents
reasonably requested by Buyer in connection therewith.
4.3.3. If,at any time during the Governmental Approvals process and on or prior
to the Rezoning Approval, Buyer, in its commercially reasonable discretion, determines that any
of the Governmental Approvals are not obtainable in substance and with stipulations and
development requirements satisfactory to Buyer, or are not timely obtainable, then Buyer may
elect to terminate this Agreement by delivering written notice to Seller and Escrow Agent,
whereupon the Deposit shall be immediately returned to Buyer. If, at any time during the
Governmental Approvals process and following the Rezoning Approval, the City or any other
applicable Governmental Authority (a) denies any of the Governmental Approvals that are
otherwise consistent with the Rezoning Approval or (b) imposes any stipulation, condition, or
requirement in addition to those approved by Buyer in connection with the Rezoning Approval
and such stipulation, condition or requirement is not specifically required under the Land
Development Code of the City (a "Governmental Condition") and such Governmental
Condition (i) materially increases the cost or adversely affects the timing of subdividing and
developing the Land Parcel consistent with the Intended Use or (ii) adversely affects the
marketability of,or access to,the Land Parcel,then Buyer may elect to terminate this Agreement
by delivering written notice to Seller and Escrow Agent, whereupon the Deposit shall be
immediately returned to Buyer.
4.3.4. The processing of the Governmental Approvals by the City will follow all
normal development review and permitting procedures. Nothing herein shall be deemed to bind
Prairie Lake Purchase Agreement v9 9
the City from exercising its legislative powers in approving or denying any of the applicable
Governmental Approvals submitted to the City for the Property.
5. DESCRIPTION OF PROPERTY.
5.1. The Real Property. As used in this Agreement, the term "Real Property" shall
mean, collectively, all of Seller's right, title, and interest in and to: (a) the Land Parcel; (b) all
buildings, structures, and improvements thereto or thereon, if any (the "Improvements"); and
(c) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and
remainders pertaining to or used in connection with any of the Land Parcel and/or any of the
Improvements, including, without limitation, all (i) development and concurrency rights and
credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water
capacity, sewer, wastewater and reuse water rights, sewage treatment capacity, other utility
capacity and rights, concurrency certificates, approvals, and permits relating to any of the Land
Parcel, (ii) strips and gores, streets, alleys, easements, rights-of-way,public ways, or other rights
appurtenant, adjacent, or connected to any of the Land Parcel, and (iii) minerals, oil, gas, and
other hydrocarbon substances in, under, or that may be produced from any of the Land Parcel.
5.2. The Intangible Property. As used in this Agreement, the term "Intangible
Property" shall mean all of Seller's right, title, and interest in and to that certain intangible
property owned by Seller or used by Seller exclusively in connection with all or any portion of
the Real Property, if any, including, without limitation, all of Seller's right,title, and interest, if
any, in and to: (a) all existing and/or draft plats, maps, site plans, improvement plans, drawings
and specifications,and development rights and credits relating to the Real Property;(b)all books,
records,reports,test results,environmental assessments, if any,as-built plans,specifications,and
other similar documents and materials relating to the use, operation, maintenance, repair,
construction,or fabrication of all or any portion of the Real Property; (c)all transferable business
licenses,architectural, site, landscaping or other permits, applications, approvals, authorizations,
and other entitlements affecting any portion of the Real Property; (d) all transferable guarantees,
warranties, and utility contracts relating to all or any portion of the Real Property; and (e) all
intellectual property and rights related to the Real Property, including, without limitation, the
right and claim of Seller, if any,to any name(s)used by Seller to refer to the Real Property or the
subdivision thereof, and any derivatives thereof.
6. CONDITIONS TO CLOSING.
6.1. Buyer's Closing Conditions. The obligation of Buyer to complete the transaction
contemplated by this Agreement is subject to the following conditions precedent(and conditions
concurrent,with respect to deliveries to be made by Seller at the Closing)(the"Buyer's Closing
Conditions"),which conditions may be waived, or the time for satisfaction thereof extended,by
Buyer only in a writing executed by Buyer:
6.1.1. Title. Title Insurer shall be irrevocably and unconditionally prepared and
committed to issue to Buyer (with an effective date not earlier than the Closing Date), a 2016
ALTA Owner's Policy of Title Insurance with Florida modifications in favor of Buyer for the
Real Property (a) showing fee title to the Real Property vested in Buyer, (b) with liability
coverage in an amount equal to the Purchase Price, (c) with those endorsements reasonably
Prairie Lake Purchase Agreement v9 1 0
requested by Buyer (provided that such endorsements are available in the State of Florida and
are paid for in accordance with the terms in this Agreement), and (d) containing no exceptions
other than the Permitted Exceptions (the "Owner's Title Policy"); and Title Insurer shall
evidence such commitment by delivering to Buyer at the Closing an endorsement to or mark-up
of the Commitment showing fee simple title to the Real Property vested in Buyer as of the
Closing Date and deleting the mechanic's liens, possession, unrecorded matters, and "gap"
standard exceptions from the Commitment, and otherwise complying with the requirements of
this Agreement.
6.1.2. Seller's Due Performance. All of the representations and warranties of
Seller set forth in this Agreement shall be true, correct, and complete in all material respects as
of the Closing Date, and Seller, on or prior to the Closing Date, shall have complied with and/or
performed all of the obligations, covenants, and agreements required on the part of Seller to be
complied with or performed pursuant to the terms of this Agreement on or prior to the Closing.
6.1.3. Physical Condition of Property. The physical condition of the Property
shall be substantially the same on the Closing Date as on the Agreement Date, except for
reasonable wear and tear and any damages due to any act of Buyer or Buyer's representatives.
6.1.4. No Moratorium. As of the Closing Date, there shall be no moratorium,
injunction, restraining order, or similar restriction imposed by any of the Governmental
Authorities or any private entity that precludes or prevents the issuance of building permits or
certificates of occupancy with respect to the Real Property and/or the construction of residences
or other improvements on the Real Property.
6.1.5. Bankruptcy. No action or proceeding shall have been commenced by or
against Seller under the federal bankruptcy code or any state law for the relief of debtors or for
the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have
attached to or been issued with respect to Seller's interest in any of the Property or any portion
thereof.
6.1.6. Possession. All lessees, tenants, and occupants of the Property, if any,
must have vacated the Property so that sole and exclusive possession of the Property can be
provided to Buyer at the Closing.
6.2. Failure of Buyer's Closing Conditions. If any of Buyer's Closing Conditions
described in Section 6.1 above have not been fulfilled within the applicable time periods, Buyer
may:
6.2.1. Waive the unfulfilled Buyer's Closing Condition in writing and proceed
with Closing in accordance with this Agreement, without adjustment or abatement of the
Purchase Price; or
6.2.2. Terminate this Agreement by written notice to Seller and Escrow Agent,
in which event(a)the Deposit shall be immediately returned to Buyer, and (b) to the extent that
the failure of any applicable Buyer's Closing Condition is caused by a Seller default or a City
imposed moratorium, Buyer shall be entitled to a return of the Contract Fee and to pursue its
rights and remedies pursuant to the terms of Section 12.1.
Prairie Lake Purchase Agreement v9 11
7. CLOSING.
7.1. Closing Date. Subject to the provisions of this Agreement,the Closing shall take
place within fifteen (15) days following the later of: (a) the Due Diligence Termination Date or
(b) Buyer's receipt of all of the Governmental Approvals. Notwithstanding the foregoing, in no
event shall the Closing occur later than twelve (12) months following the Due Diligence
Termination Date (the "Outside Closing Date"); provided that if the Governmental Approvals
have not been obtained within five (5) Business Days prior to the Outside Closing Date, then
Buyer may extend the Outside Closing Date by up to thirty (30) days on three (3) occasions by
providing written notice thereof to Seller and Escrow Agent and by depositing with Escrow
Agent, in each case, on or before the then applicable Outside Closing Date, the sum of Ten
Thousand Dollars ($10,000) (each, a "Closing Extension Deposit" and collectively, the
"Closing Extension Deposits") for such 30-day extension. Upon Escrow Agent's receipt of a
Closing Extension Deposit and Buyer's election to extend the then scheduled date for Closing,
the Extension Deposit shall constitute a part of the Deposit for all purposes under this Agreement,
except in the event that Buyer elects to terminate this Agreement pursuant to Section 4.3.3, in
which event the Closing Extension Deposit shall be delivered to Seller (instead of Buyer) upon
the termination of this Agreement pursuant to such Section; and provided further that if the
Governmental Approvals have not been obtained within five (5) Business Days prior to the
Outside Closing Date in effect after the exercise of all three(3) of the foregoing extensions,then
Buyer may extend the Outside Closing Date by up to thirty (30) days on three (3) additional
occasions by providing written notice thereof to Seller and Escrow Agent and by depositing with
Escrow Agent, in each case, on or before the then applicable Outside Closing Date, the sum of
Ten Thousand Dollars ($10,000) (each, a "Closing Extension Fee" and collectively, the
"Closing Extension Fees") for such 30-day extension. Upon Escrow Agent's receipt of a
Closing Extension Fee and Buyer's election to extend the then scheduled date for Closing, the
Extension Fee shall not be applicable to the Purchase Price and shall not be refundable to Buyer
and shall be delivered to Seller at the Closing or upon the earlier termination of this Agreement,
except in the event of a Seller default or as specifically provided otherwise herein. As used
herein, the following terms shall have the following meanings: (i) the "Closin " shall mean the
recordation of the Deed in the official records of the County (the "Official Records"); and (ii)
the "Closing Date" shall mean the date upon which the Closing actually occurs.
7.2. Deliveries by Seller. On or before the Closing Date, Seller, at its sole cost and
expense, shall deliver or cause to be delivered to the Closing Agent(to be held in escrow pending
the Closing)the following items, documents, and instruments,each dated as of the Closing Date,
fully executed and, if appropriate acknowledged,and, if applicable, in proper form for recording:
7.2.1. Deed. The Deed conveying the Real Property to Buyer;
7.2.2. Non-Foreign Affidavit. A Non-Foreign Affidavit in the form attached
hereto as Exhibit"C" (the "Non-Foreign Affidavit");
7.2.3. General Assignment. A general assignment to Buyer in the form attached
hereto as Exhibit"D" (the "General Assignment");
Prairie Lake Purchase Agreement v9
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7.2.4. Proof of Authority. Such proof of Seller's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title
Insurer, Escrow Agent, Closing Agent, or Buyer; and
7.2.5. Other. Such other items, documents, and instruments as may be
reasonably required by Buyer, Title Insurer, Closing Agent, or otherwise in order to effectuate
the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and
obligations to be performed by Seller at the Closing pursuant to this Agreement, including,
without limitation, a title affidavit as to those items or facts within Seller's control in form
typically required by Title Insurer and sufficient to allow Title Insurer to delete the "standard
exceptions" in a title insurance policy, including, but not limited to (A) rights of parties in
possession other than record owners, (B)any lien,or right to lien,for services, labor, or materials
heretofore or hereafter furnished, imposed by law and not shown among the public records, and
(C) defects, liens, encumbrances adverse claims or other matters, if any, created, first appearing
in the public record or attaching subsequent to the effective date of the Commitment but prior to
the date the proposed insured acquires for value of record the estate or interest or mortgage
thereon covered by the Commitment.
7.3. Deliveries by Buyer. On or before the Closing Date, Buyer, at its sole cost and
expense, shall deliver or cause to be delivered to the Closing Agent(to be held in escrow pending
the Closing)the following funds and the following items,documents,and instruments,each dated
as of the Closing Date, fully executed and, if appropriate acknowledged, and, if applicable, in
proper form for recording:
7.3.1. Purchase Price. Cash or other immediately available funds in an amount
equal to the unpaid sum of the Purchase Price (less the Contract Fee and the Deposit) and all of
Buyer's share of the Closing Costs;
7.3.2. Proof of Authority. Such proof of Buyer's authority and authorization to
enter into this Agreement and the transaction contemplated hereby, and such proof of the power
and authority of the individual(s) executing or delivering any instruments, documents, or
certificates on behalf of Buyer to act for and bind Buyer as may be reasonably required by Title
Insurer, Closing Agent, or Seller; and
7.3.3. Other. Such other items, documents, and instruments as may be
reasonably required by Seller, Title Insurer, Closing Agent, or otherwise in order to effectuate
the provisions of this Agreement and the Closing and/or otherwise to fulfill the covenants and
obligations to be performed by Buyer at the Closing pursuant to this Agreement.
7.4. Actions by Escrow Agent and Closing Agent. Provided that Closing Agent shall
not have received written notice from Buyer of the failure of any condition to the Closing or of
the termination of the Escrow and this Agreement, when Buyer and Seller have deposited with
Closing Agent all of the documents and funds (other than the Deposit being held by Escrow
Agent and the Contract Fee) required by this Agreement and Title Insurer is irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy in accordance with the
Prairie Lake Purchase Agreement v9
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terms hereof, Closing Agent shall notify the Escrow Agent thereof. Provided that Escrow Agent
shall not have received written notice from Buyer of the failure of any condition to the Closing
or of the termination of the Escrow and this Agreement, when Escrow Agent has been informed
by Closing Agent that Buyer and Seller have deposited with Closing Agent all of the documents
and funds(other than the Deposit being held by Escrow Agent and the Contract Fee)required by
this Agreement and Title Insurer is irrevocably and unconditionally prepared and committed to
issue the Owner's Title Policy in accordance with the terms hereof, Escrow Agent shall deliver
the Deposit to Closing Agent, whereupon Closing Agent, in the order and manner herein below
indicated, shall take the following actions to effectuate the Closing:
7.4.1. Funds. Disburse all funds as follows:
7.4.1.1. Pursuant to the "Closing Statement" (as hereinafter defined),
pay to Escrow Agent and retain for Closing Agent's own account any applicable escrow/closing
fees and costs, disburse to Title Insurer the fees and expenses incurred in connection with the
issuance of the Owner's Title Policy,and disburse to any other persons or entities entitled thereto
the amount of any other Closing Costs and any other disbursements reflected on the Closing
Statement;
7.4.1.2. Disburse to Seller an amount equal to the Purchase Price, less
the Contract Fee and less or plus the net debit or credit to Seller by reason of the prorations and
allocations of Closing Costs and any other disbursements reflected on the Closing Statement or
other adjustments provided for in this Agreement; and
7.4.1.3. Disburse to the party who deposited the same any remaining
funds in the possession of Closing Agent after the payments pursuant to Sections 7.4.1.1 and
7.4.1.2 above have been completed.
7.4.2. Recording. Cause the Deed and any other documents customarily
recorded and/or that the parties hereto may mutually direct to be recorded in the Official Records
and obtain conformed copies thereof for distribution to Buyer and Seller.
7.4.3. Delivery of Documents. Deliver: (a)to Seller, one copy of all documents
deposited into Escrow; and (b)to Buyer, (i) one original of all documents deposited into Escrow
(other than the Deed and the other documents recorded pursuant to the terms of this Agreement,
but including, without limitation, the Non-Foreign Affidavit and the General Assignment), and
(ii) one conformed copy of each document recorded pursuant to the terms of this Agreement.
Originals of any documents recorded at Closing shall be delivered after such recording to Buyer.
7.4.4. Owner's Title Policy. Cause Title Insurer to issue or be irrevocably and
unconditionally prepared and committed to issue the Owner's Title Policy to Buyer.
7.5. Prorations/Apportionment.
7.5.1. Taxes. The Land Parcel is currently exempt from ad valorem taxes and
real property taxes. With the conveyance of the Property, the Land Parcel will no longer be
exempt. Buyer shall be responsible for all ad valorem and non-ad valorem real property taxes
Prairie Lake Purchase Agreement v9 1 4
for the current year of Closing applicable to the Property, but not for taxes owing prior to the
year of Closing. No proration or re-proration of taxes shall occur.
7.5.2. Improvement Liens. At Closing, any liens/assessments for governmental
improvements that are certified, confirmed, or ratified as of the Closing Date will be paid in full
by Seller, whether or not the same is payable in installments covering pre-and post-closing
periods. Buyer will be responsible for all special assessment liens that are certified, confirmed,
or ratified after the Closing Date,unless an improvement is substantially completed as of Closing
Date. If an improvement is substantially completed as of the Closing Date, but has not resulted
in a lien before Closing, Seller will pay to Buyer at Closing (or provide a credit against the
Purchase Price otherwise payable by Buyer) the amount of the most recent estimate of the
assessment.
7.5.3. Survival. The obligations under this Section 7.5 shall survive the Closing
and the delivery and recordation of the Deed for the Property.
7.6. Closing Costs. Each party shall pay its own costs and expenses arising in
connection with the Closing(including,without limitation, its own attorneys' and advisors' fees,
charges, and disbursements), except the following costs (the "Closing Costs"), which shall be
allocated between the parties as follows (in addition to any other costs and expenses specifically
allocated to the parties elsewhere in this Agreement):
7.6.1. Seller Costs. Seller shall pay for the following items: (i) Seller's
prorations pursuant to Section 7.5; (ii) the Owner's Title Policy premium and title curative
instruments required pursuant to the terms of this Agreement, if any; (iii) Escrow Agent's and
Closing Agent's escrow/closing fees and costs and (iv) Seller's attorneys' fees.
7.6.2. Buyer Costs. Buyer shall pay for the following items: (i) Buyer's
prorations in accordance with Section 7.5; (ii) documentary stamp tax on the Deed and fees for
recording the Deed; (iii)the costs of any financing utilized by Buyer, if any; (iv)the costs of any
endorsements to the Owner's Title Policy requested by Buyer; and (v) Buyer's attorneys' fees.
7.7. Closing Statement. At least five (5) Business Days prior to the Closing Date,
Closing Agent shall deliver to each of the parties for their review and approval a preliminary
closing statement (the "Preliminary Closing Statement") setting forth: (a) the Purchase Price
payable at Closing and the Contract Fee and Deposit to be credited to Buyer; (b) the proration
amounts allocable to each of the parties pursuant to Section 7.5; (c) the Closing Costs allocable
to each of the parties pursuant to Section 7.6; and (d) any other costs and expenses to be paid
directly to third parties pursuant to the approved Closing Statement. Based on each of the party's
comments, if any, regarding the Preliminary Closing Statement, Closing Agent shall revise the
Preliminary Closing Statement and deliver a final version of the closing statement to each of the
parties for execution at the Closing (the "Closing Statement").
7.8. Deliveries Outside of Escrow. Upon the Closing, Seller shall deliver sole and
exclusive possession of the Property to Buyer, subject only to the Permitted Exceptions. Further,
Seller hereby covenants and agrees to deliver to Buyer, on or prior to the Closing,the Intangible
Property, including, without limitation, the original Property Materials. Effective immediately
Prairie Lake Purchase Agreement v9 1 5
upon the Closing, any personal property remaining on any of the Real Property shall be deemed
abandoned and may be removed and disposed of by Buyer at its sole cost and expense.
8. SELLER'S REPRESENTATIONS AND WARRANTIES.
8.1. Representations and Warranties. Seller represents and warrants to and agrees with
Buyer, as of the Agreement Date and as of the Closing Date, as follows:
8.1.1. Due Organization. Seller is a municipal corporation, duly organized,
validly existing, and in good standing under the laws of the State of Florida.
8.1.2. Seller's Authority; Validity of Agreements. Seller has full right, power,
and authority to sell the Property to Buyer as provided in this Agreement and to carry out its
obligations hereunder. The individual(s) executing this Agreement and the instruments
referenced herein on behalf of Seller has/have the legal power, right, and actual authority to bind
Seller to the terms hereof and thereof. This Agreement is, and all other instruments, documents
and agreements to be executed, and delivered by Seller in connection with this Agreement shall
be, duly authorized, executed, and delivered by Seller and the valid, binding, and enforceable
obligations of Seller(except as enforcement may be limited by bankruptcy,insolvency,or similar
laws) and do not, and as of the Closing Date will not, result in any violation of, or conflict with,
or constitute a default under, any provisions of any agreement of Seller or any mortgage, deed of
trust, indenture, lease, security agreement, or other instrument, covenant, obligation, or
agreement to which Seller or the Property is subject, or any judgment, law, statute, ordinance,
writ, decree, order, injunction, rule, ordinance, or governmental regulation or requirement
affecting Seller or the Property.
8.1.3. Ownership. Seller is the sole owner of fee simple interest to all of the
Property. Seller shall not take any action to affect title to the Property while this Agreement is
in effect except as requested by Buyer in writing in connection with the Governmental Approvals,
and the sole and exclusive possession of the Property shall be delivered to Buyer on or before the
date of Closing and there shall be no leases or other rights to occupancy in effect at Closing.
8.1.4. No Third-Party Rights. There are no leases, occupancy agreements,
unrecorded easements, licenses, or other agreements that grant third-parties any possessory or
usage rights to all or any part of the Property.
8.1.5. Litigation. There are no actions, investigations, suits, or proceedings
(other than tax appeals or protests) pending or, to Seller's knowledge, threatened that affect the
Property, the ownership or operation thereof, or the ability of Seller to perform its obligations
under this Agreement, and there are no judgments, orders, awards, or decrees currently in effect
against Seller or with respect to the ownership or operation of the Property that have not been
fully discharged prior to the Agreement Date.
8.1.6. Zoning and Condemnation. To Seller's knowledge and except as
disclosed in the Property Materials,there are no pending proceedings to alter or restrict the zoning
or other use restrictions applicable to the Property,to condemn all or any portion of the Property
by eminent domain proceedings or otherwise, or to institute a moratorium or similar restriction
Prairie Lake Purchase Agreement v9 1 6
on building on or issuing certificates of occupancy for construction on all or any portion of the
Property.
8.1.7. Bankruptcy. There are no attachments, levies,executions,assignments for
the benefit of creditors,receiverships, conservatorships, or voluntary or involuntary proceedings
in bankruptcy, or any other debtor relief actions contemplated by Seller or filed by Seller, or to
Seller's knowledge, pending in any current judicial or administrative proceeding against Seller.
8.1.8. No Violations of Environmental Laws. To Seller's knowledge without
investigation and except as disclosed in the Property Materials: (a)the Property is not in,nor has
it been or is it currently under investigation for violation of any federal, state, or local law,
ordinance, or regulation relating to industrial hygiene, worker health and safety, or to the
environmental conditions in, at, on, under, or about the Property, including, but not limited to,
soil and groundwater conditions("Environmental Laws"); (b)the Property has not been subject
to a deposit of any Hazardous Substance (as hereinafter defined); (c) neither Seller nor any third
party has used, generated, manufactured, stored, or disposed in,at, on, or under the Property any
Hazardous Substance; and (d)there is not now in, on, or under the Property any underground or
above ground storage tanks or surface impoundments, any asbestos containing materials, or any
polychlorinated biphenyls used in hydraulic oils,electrical transformers, or other equipment. To
the extent permitted by law, Seller hereby assigns to Buyer as of the Closing all claims,
counterclaims,defenses,and actions,whether at common law or pursuant to any other applicable
federal, state or other laws that Seller may have against any third party or parties relating to the
existence or presence of any Hazardous Substance in, at, on, under, or about the Property. For
purpose of this Agreement, the term "Hazardous Substance" shall be deemed to include any
wastes, materials, substances,pollutants, and other matters regulated by Environmental Laws.
8.1.9. No Liens. To Seller's knowledge without investigation, there are no
mechanic's or materialman's liens or similar claims or liens now asserted or capable of being
asserted against the Property for work performed or commenced prior to the date hereof; and
Seller shall timely satisfy and discharge any and all obligations relating to work performed on or
conducted at or materials delivered to the Property prior to Closing in order to prevent the filing
of any claim or mechanic's lien with respect thereto, but Seller shall not be responsible for any
amounts due to consultants or other third-parties performing work at Buyer's request and Buyer
shall timely pay all amounts due to such persons.
8.1.10.No Default. To Seller's knowledge without investigation, Seller is not in
default under the provisions of any deed of trust, mortgage, or other encumbrance, lien, or
restriction that affects any of the Property. Seller shall pay all amounts when due with regard to
the Property until Closing.
8.1.11. Endangered Species. To Seller's knowledge without investigation and
except as disclosed in the Property Materials, there are no threatened or endangered species or
protected natural habitat, flora, or fauna on the Property nor are there any areas on or near the
Property that are designated as wetlands or otherwise subject to the United States Army Corps
of Engineers' Section 404 permit requirements.
Prairie Lake Purchase Agreement v9
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8.1.12. Wells/Underground Tanks. To Seller's knowledge without investigation
and except as disclosed in the Property Materials, there are no wells, drilling holes, wellheads,
or underground storage tanks located on or under the Property.
8.1.13. Landfill/Waste Disposal Site. To Seller's knowledge without
investigation Seller has not used the Property and, to Seller's knowledge without investigation
and except as disclosed in the Property Materials, the Property has never been used as a landfill,
waste disposal site (including, without limitation, construction waste), or cemetery/burial site.
8.1.14.No Other Agreements. There are no shared expense agreements,
repayment agreements, reimbursement agreements, or development payback agreements that
affect all or any portion of the Property.
8.1.15. Property Materials. To Seller's knowledge without investigation, there
are no defects, deficiencies, or inaccuracies in any of the Property Materials.
8.2. Survival. All of the representations,warranties,and agreements of Seller set forth
in this Agreement shall be true upon the Agreement Date, shall be deemed to be repeated at and
as of the Closing Date, and shall survive the delivery of the Deed and the Closing for a period of
one (1) year. Prior to a termination of this Agreement, Seller shall not take any action, fail to
take any required action, or willfully allow or consent to any action that would cause any of
Seller's representations or warranties to become untrue.
8.3. Notification Regarding Warranties. Seller shall notify Buyer in writing
immediately if Seller discovers that any representation or warranty is untrue or misleading in any
material respect.
9. BUYER'S REPRESENTATIONS AND WARRANTIES.
9.1. Representations and Warranties. Buyer represents and warrants to Seller, as of
the Agreement Date and as of the Closing Date, as follows:
9.1.1. Due Organization. Buyer is a corporation duly incorporated, validly
existing, and in good standing under the laws of the State of Florida.
9.1.2. Buyer's Authority; Validity of Agreements. Buyer has full right, power,
and authority to purchase and acquire the Property from Seller as provided in this Agreement and
to carry out its obligations hereunder. The individual(s) executing this Agreement and the
instruments referenced herein on behalf of Buyer has/have the legal power, right, and actual
authority to bind Buyer to the terms hereof and thereof. This Agreement is, and all instruments,
documents, and agreements to be executed and delivered by Buyer in connection with this
Agreement shall be, duly authorized, executed, and delivered by Buyer and shall be valid,
binding, and enforceable obligations of Buyer (except as enforcement may be limited by
bankruptcy, insolvency, or similar laws) and do not, and as of the Closing Date will not, violate
any provision of any law,statute,ordinance,rule,regulation,agreement or judicial order to which
Buyer is a party or to which Buyer is subject.
Prairie Lake Purchase Agreement v9
18
9.1.3. Contingency Fee. Except for the Commission payable to the Broker upon
the Closing, as more particularly provided in Section 13 below, no person or entity was paid or
promised a fee, commission, gift or other consideration by Buyer contingent upon the City
entering into this Agreement and/or closing thereunder.
9.1.4. OFAC. Neither Buyer nor its sole shareholder is a person or entity with
whom U.S. persons or entities are restricted from doing business under regulations of OFAC of
the Department of the Treasury (including those named on OFAC's Specially Designated and
Blocked Persons List) or under any statute, executive order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism).
9.2. Survival. All of the representations and warranties of Buyer set forth in this
Agreement shall be true upon the Agreement Date and shall be deemed to be repeated at and as
of the Closing Date, and shall survive the delivery of the Deed and the Closing for a period of
one (1) year. Prior to a termination of this Agreement, Buyer shall not take any action, fail to
take any required action, or willfully allow or consent to any action that would cause any of
Buyer's representations or warranties to become untrue.
10. AS IS.
Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer
and Buyer shall accept the Property, "AS IS WHERE IS", and there are no oral agreements,
warranties, or representations collateral to or affecting the Property by Seller or any third party
other than the Express Representations. The terms and conditions of this paragraph shall survive
Closing and not merge therein.
11. RISK OF LOSS.
11.1. Condemnation. If,prior to the Closing, all or any portion of the Property is taken
by condemnation or eminent domain(or is the subject of a pending or contemplated taking which
has not been consummated), Seller shall immediately notify Buyer of such fact. In such event,
Buyer shall have the option to terminate this Agreement upon written notice to Seller given
within thirty (30) days after receipt of such notice from Seller, in which event the Contract Fee,
the Deposit,and any Closing Extension Fees shall be returned to Buyer. Prior to any termination
of this Agreement, Buyer shall have the right to participate in any proceedings and negotiations
with respect to the taking and any transfer in lieu of taking (and Seller shall not consummate any
transfer in lieu of taking without Buyer's prior written consent). If Buyer fails to terminate this
Agreement and elects to proceed with the Closing,then(a) Seller,at and as a condition precedent
to Buyer's obligation to proceed with the Closing,must:(i)pay to Buyer(or direct Closing Agent
to credit Buyer against the Purchase Price for) the amount of all awards for the taking (and any
consideration for any transfer in lieu of taking)actually received by Seller to the extent that Buyer
acquires the Property; and (ii) assign to Buyer by written instrument reasonably satisfactory to
Buyer all rights or claims to any future awards for the taking (and any consideration for any
transfer in lieu of taking)to the extent that Buyer acquires the Property; and (b)the parties shall
proceed to the Closing pursuant to the terms hereof without further modification of the terms of
this Agreement.
Prairie Lake Purchase Agreement v9 19
11.2. Casualty. Prior to the Closing and notwithstanding the pendency of this
Agreement,the entire risk of loss or damage by earthquake, hurricane,tornado, flood, landslide,
fire, sinkhole, or other casualty shall be borne and assumed by Seller. If, prior to the Closing,
any portion of the Property is materially damaged as a result of any earthquake, hurricane,
tornado, flood, sinkhole, landslide, fire, or other casualty, Seller shall immediately notify Buyer
of such fact. In such event, if Buyer reasonably believes that such damage would increase the
cost or adversely affect the timing of subdividing and developing the Land Parcel consistent with
the Intended Use or adversely affect the marketability of, or access to, the Land Parcel, Buyer
shall have the option to terminate this Agreement upon written notice to Seller given within thirty
(30) days after receipt of any such notice from Seller, in which event the Contract Fee, the
Deposit, and any Closing Extension Fees shall be returned to Buyer. Prior to any termination of
this Agreement,Buyer shall have the right to participate in any adjustment of the insurance claim.
If Buyer waives the right to terminate this Agreement and elects to proceed with the Closing,
then(a) Seller, at and as a condition precedent to Buyer's obligation to proceed with the Closing,
must either: (i)pay to Buyer (or direct Closing Agent to credit Buyer against the Purchase Price
for) the amount of any insurance proceeds actually received by Seller plus the amount of any
deductible under Seller's insurance to the extent that Buyer acquires the Property; or (ii) if no
insurance proceeds have been received by Seller, assign to Buyer by written instrument
reasonably satisfactory to Buyer all rights or claims to the insurance proceeds and credit Buyer
against the Purchase Price for any deductible payable under Seller's insurance policy to the extent
that Buyer acquires the Property; and (b)the parties shall proceed to the Closing pursuant to the
terms hereof without further modification of the terms of this Agreement.
12. REMEDIES.
12.1. Default by Seller. If Seller shall breach any of the terms or provisions of this
Agreement or otherwise fail to perform any of Seller's obligations under this Agreement at or
prior to the Closing, and if such failure continues for ten (10) days after Buyer provides Seller
and Escrow Agent with written notice thereof, and provided Buyer is not then in default
hereunder, then Buyer may, as Buyer's sole remedies for such failure, but without limiting
Buyer's right to recover attorneys' fees pursuant to Section 14.13 below: (a) waive the effect of
such matter and proceed to consummate this transaction; (b) terminate this Agreement and
receive a full refund of the Contract Fee, the Deposit, and any Closing Extension Fees; or (c)
proceed with an action against Seller for specific performance and/or recovery of the Contract
Fee, the Deposit, and any Closing Extension Fees; provided, however, if the remedy of specific
performance is not available, then Buyer may pursue any and all remedies available to Buyer at
law or in equity as a result of any breach or failure by Seller to perform any of Seller's obligations
under this Agreement. Nothing contained in this Section shall limit or prevent Buyer from
enforcing Seller's obligations and liabilities and/or Buyer's rights that survive the Closing or the
termination of this Agreement, as applicable.
12.2. Default by Buyer. If Buyer shall breach any of the terms or provisions of this
Agreement or otherwise fail to perform any of Buyer's obligations under this Agreement and if
such failure continues for ten (10) days after Seller provides Buyer and Escrow Agent with
written notice thereof, and provided Seller is not then in default, then Seller may waive such
breach and proceed to consummate this transaction in accordance with the terms hereof,or Seller
may, as its sole and exclusive remedy,terminate this Agreement and retain the Contract Fee,the
Praise Lake Purchase Agreement v9 20
Deposit, and any Closing Extension Fees as liquidated damages and as consideration for the
acceptance of this Agreement and for taking the Property off the market, and not as a penalty.
Buyer and Seller have determined and hereby agree that it would be impractical or extremely
difficult, if not impossible, to ascertain with any degree of certainty the amount of damages that
would be suffered by Seller if Buyer fails to purchase the Property in accordance with the
provisions of this Agreement, and the parties agree that a reasonable estimate of such damages
under the circumstances is an amount equal to the Contract Fee, the Deposit, and any Closing
Extension Fees. Accordingly,Buyer and Seller agree that if Buyer breaches any of its obligations
under this Agreement or otherwise defaults hereunder, Seller may retain the Contract Fee, the
Deposit, and any Closing Extension Fees as liquidated damages. Nothing contained in this
Section shall limit or prevent Seller from enforcing Buyer's obligations and liabilities and/or
Seller's rights that survive the Closing or the termination of this Agreement, as applicable.
12.3. Cure Period for Deposit and Closing. Notwithstanding Section 12.1 or
Section 12.2,the cure period shall be only two(2)Business Days, rather than ten(10)days,with
respect to the failure to timely submit the Deposit and/or the failure to close as and when required
herein.
13. BROKERS. Each of Buyer and Seller hereby represents and warrants to and agrees with
each other that it has not had, and shall not have, any dealings with any third party to whom the
payment of any broker's fee, finder's fee, commission, or other similar compensation
("Commission") shall or may become due or payable in connection with the transaction
contemplated hereby other than Andy Bassler of Central Florida Land Brokers ("Broker"). If
the Closing occurs, Buyer agrees to pay the Broker a Commission pursuant to its separate
agreement with the Broker. To the extent permitted by law, Seller shall indemnify, defend,
protect, and hold Buyer harmless for, from,and against any and all Claims incurred by Buyer by
reason of any breach or inaccuracy of the representation, warranty, and agreement of Seller
contained in this Section. Buyer shall indemnify, defend,protect, and hold Seller harmless from
and against any and all Claims incurred by Seller by reason of any breach or inaccuracy of the
representation, warranty, and agreement of Buyer contained in this Section. The provisions of
this Section shall survive the Closing or earlier termination of this Agreement. Seller
acknowledges that principals, officers, employees, affiliates and/or agents of Buyer may be
licensed real estate brokers and/or salespersons in the State of Florida.
14. MISCELLANEOUS PROVISIONS.
14.1. Governing Law; Venue. This Agreement and the legal relations between the
parties hereto shall be governed by, and construed and enforced in accordance with, the laws of
the State of Florida, without regard to its principles of conflicts of law. Venue for any action
brought to interpret or enforce this Agreement shall be any applicable state or federal court
located in the County.
14.2. Entire Agreement. This Agreement, including the exhibits attached hereto,
constitutes the entire agreement between Buyer and Seller pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations,
and discussions, whether oral or written, of the parties, and there are no warranties,
representations, or other agreements, express or implied, made to either party by the other party
Prairie Lake Purchase Agreement v9
21
in connection with the subject matter hereof except as specifically set forth herein or in the
documents delivered pursuant hereto or in connection herewith.
14.3. Modification; Waiver. No supplement, modification, waiver, or termination of
this Agreement shall be binding unless executed in writing by the party to be bound thereby. No
waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof(whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.
14.4. Notices. All notices, consents, requests, reports, demands or other
communications hereunder (collectively, "Notices") shall be in writing and may be given
personally, by registered or certified mail (return receipt requested), by facsimile transmission,
by courier, or by FedEx(or other reputable overnight delivery service) for overnight delivery, as
follows:
To Seller: City of Ocoee, Florida
Attn: City Manager
150 N. Lakeshore Drive
Ocoee, FL 34761
Telephone No.: 407.905.3111
Facsimile: 407.905.3118
Email: rfrank(a,ocoee.org
With A Required Copy To: Scott Cookson, City Attorney
Shuffield, Lowman & Wilson, P.A.
1000 Legion Place#1700
Orlando, FL 32801
Telephone No.: 407.581.9800
Facsimile No.: 407.581.9801
Email: scookson(a),shuffieldlowman.com
To Buyer: Meritage Homes of Florida, Inc.
5337 Millenia Lakes Blvd. #410
Orlando, FL 32839
Attention: Adam Schott
Telephone: 407.636.0219
Facsimile: 407.712.8688
E-mail: adam.schott(a),meritagehomes.com
With A Required Copy To: Meritage Homes
8800 E. Raintree Drive, Suite 300
Scottsdale, Arizona 85260
Attention: Mel Faraoni
Telephone: 480.515.8008
Facsimile: 480.375.2915
E-mail: mel.faraonigmeritagehomes.com
and with an additional Meritage Homes Corporation
required copy of any 8800 E. Raintree Drive, Suite 300
notice of default, event of Scottsdale,Arizona 85260
Prairie Lake Purchase Agreement v9 22
default, breach, claim, or Attention: General Counsel—THIS NOTICE
demand to: MAY REQUIRE IMMEDIATE
ATTENTION
Facsimile: 480.998.9178
To Escrow/Closing Agent: Shuffield, Lowman & Wilson, P.A.
Attn: Scott Cookson, Esq.
1000 Legion Place #1700
Orlando, FL 32801
Telephone No.: (407) 581-9800
Facsimile No.: (407) 581-9801
Email: scookson@shuffieldlowman.com
or to such other address or such other person (in each instance, so long as located in the United
States of America) as the addressee party shall have last designated by Notice to the other party,
Escrow Agent, and Closing Agent. Each Notice shall be deemed to have been delivered, given,
and received for all purposes as of the date so delivered at the applicable address (so long as
delivery is evidenced by the customary courier or U.S. mail receipt or the automatic successful
facsimile transmission confirmation page,as applicable);provided that Notices received on a day
that is not a Business Day shall be deemed received on the next Business Day. Notice to a party
shall not be effective unless and until each required copy of such Notice specified above (or as
the parties may from time to time specify by notice in accordance with this Section 14.4)is given.
The inability to deliver a Notice because of a changed address of which no Notice was given or
an inoperative facsimile number for which no Notice was given of a substitute number, or any
rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as
of the date of such inability to deliver or rejection or refusal to accept. Any telephone numbers
and email addresses set forth above are provided for convenience only and shall not alter the
manner of giving Notice set forth in this Section 14.4. Notwithstanding the foregoing, if no fax
number is provided for a party above,then the date for delivery shall be extended by the number
of days to effectuate alternate delivery of Notice so long as the Notice was transmitted on the
date due.
14.5. Expenses. Subject to the provision for payment of the Closing Costs in
accordance with the terms of Section 7.6 of this Agreement and of any other provision of this
Agreement, whether or not the transaction contemplated by this Agreement shall be
consummated, all fees and expenses incurred by any party hereto in connection with this
Agreement shall be borne by such party.
14.6. Severability. Any provision or part of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall,as to such situation and such jurisdiction,
be ineffective only to the extent of such invalidity and shall not affect the enforceability of the
remaining provisions hereof or the validity or enforceability of any such provision in any other
situation or in any other jurisdiction.
14.7. Successors and Assigns. Neither party hereto may assign its rights or delegate its
obligations hereunder without the prior written consent of the other party, which consent shall
not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Buyer
Prairie Lake Purchase Agreement v9 23
may assign this Agreement and its rights and obligations hereunder, with notice to Seller, but
without obtaining Seller's prior written consent, so long as the assignment is to one of the
following: (a) a corporation, partnership, limited liability company or other entity that (i)
controls, is controlled by, or under common control with Buyer or Buyer's parent company
(including, without limitation, any partnership in which a general partner is, or any limited
liability company whose manager, managing member, administrative member, or majority
member is,Buyer or Buyer's parent company, or is controlled by or under common control with
Buyer or Buyer's parent company), or (ii) results from the merger or consolidation with Buyer;
(b) to a "landbanker" pursuant to a "landbanking" transaction in which the "landbanker" holds
the Property as security or pursuant to an option agreement or purchase agreement or similar
arrangement whereby Buyer has the right to acquire the Property from such landbanker; or(c) a
partnership, limited liability company,or other joint venture company between Buyer and(i)one
or more of the legal entities described in subparagraph (a), and/or (ii) an institutional or other
investor or group of investors that is one of Buyer's landbanking entities,or a partnership,limited
liability company,or corporation that is wholly-owned,directly or indirectly,by such investor(s).
Notwithstanding the foregoing, an assignment by Buyer without the prior consent of Seller as
permitted hereunder does not release the assigning party from any of its obligations herein
occurring prior to such assignment. Subject to the foregoing, all of the parties' rights, duties,
benefits, liabilities, and obligations under this Agreement shall inure to the benefit of, and be
binding upon,their respective successors and assigns.
14.8. Multiple Parties. If Seller consists of more than one person and/or entity and
Seller defaults or is in breach of any of the terms of this Agreement,all of the persons and entities
comprising Seller shall be jointly and severally liable for the performance and/or satisfaction of
Seller's obligations under this Agreement.
14.9. Headings. The Section and subsection headings of this Agreement are for
convenience of reference only and shall not be deemed to modify, explain,restrict,alter,or affect
the meaning or interpretation of any provision hereof.
14.10. Time of Essence. Time shall be of the essence with respect to all matters
contemplated by this Agreement.
14.11. Further Assurances. In addition to the actions recited herein and contemplated to
be performed,executed,and/or delivered by Seller and Buyer,Seller and Buyer agree to perform,
execute, and/or deliver or cause to be performed, executed, and/or delivered at the Closing or
after the Closing any and all such further acts, instruments, deeds, and assurances as may be
reasonably required to consummate the transaction contemplated hereby.
14.12. Construction. As used in this Agreement, the masculine, feminine, and neuter
gender and the singular or plural shall each be construed to include the other whenever the context
so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning,
without regard to any presumption or rule of construction causing this Agreement or any part of it
to be construed against the party causing the Agreement to be written. The parties acknowledge
that each has had a full and fair opportunity to review the Agreement and to have it reviewed by
counsel. If any words or phrases in this Agreement have been stricken,whether or not replaced by
other words or phrases,this Agreement shall be construed(if otherwise clear and unambiguous)as
Prairie Lake Purchase Agreement v9 24
if the stricken matter never appeared and no inference shall be drawn from the former presence of
the stricken matters in this Agreement or from the fact that such matters were stricken.
14.13. Attorneys' Fees. If either party hereto brings an action or proceeding against the
other party to enforce or interpret any of the covenants, conditions, agreements, or provisions of
this Agreement, the prevailing party in such action or proceeding shall be entitled to recover all
costs and expenses of such action or proceeding, including, without limitation, attorneys' fees,
charges, disbursements, and the fees and costs of expert witnesses. If any party secures a
judgment in any such action or proceeding, then any costs and expenses (including, but not
limited to,attorneys' fees and costs)incurred by the prevailing party in enforcing such judgment,
or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by
the prevailing party in any appeal from such judgment in connection with such appeal shall be
recoverable separately from and in addition to any other amount included in such judgment. The
preceding sentence is intended to be severable from the other provisions of this Agreement, and
shall survive and not be merged into any such judgment.
14.14. Business Day. As used herein, the term "Business Day" shall mean a day that is
not a Saturday,Sunday,or a day on which commercial banks in the State of Florida are authorized
or required by applicable law to close. If the date for the performance of any covenant or
obligation under this Agreement shall fall on a day that is not a Business Day, the date for
performance thereof shall be extended to the next Business Day. Similarly, if the day for the
performance of any covenant or obligation under this Agreement involving Escrow Agent or
Closing Agent (as applicable) shall fall on a Business Day on which Escrow Agent or Closing
Agent(as applicable) is closed for business to the public, the date for performance thereof shall
be extended to the next Business Day on which Escrow Agent or Closing Agent (as applicable)
is open for business to the public.
14.15. Counterparts; Electronic Transmission. This Agreement may be executed in as
many counterparts as may be deemed necessary and convenient, and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute one and the same instrument. The parties agree that
they may reflect and confirm their agreement to be bound hereby, and their execution and
delivery of this Agreement,by transmitting a signed copy hereof by email in .pdf or by facsimile
to Escrow Agent, the other party hereto, and to the persons entitled to copies of notices to such
recipient pursuant to this Agreement. Alternatively,they may email in.pdf or fax to such persons
only the signature page of this Agreement and any pages that have been modified from the form
of this Agreement either (a) received by the faxing or emailing party from the other party or its
attorneys, or (b) transmitted by the faxing or emailing party (or its attorney) to the other party
hereto (in either such circumstance, the "Original Proposed Document"), which act shall
constitute their representation and warranty that, except as reflected in such facsimile
transmission, the transmitting party has executed this Agreement without change from the
Original Proposed Document. The provisions of this Section with respect to e-mail shall be
applicable solely with respect to this Section and shall have no effect on the provisions of Section
14.4 of this Agreement with respect to all other Notices under this Agreement.
14.16. Jury Trial Waiver. EACH OF SELLER AND BUYER KNOWINGLY,
VOLUNTARILY,AND INTENTIONALLY WAIVE ANY RIGHT THAT IT MAY HAVE TO
Prairie Lake Purchase Agreement v9 25
A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION OR LEGAL PROCEEDING
BASED UPON OR ARISING DIRECTLY, INDIRECTLY, OR OTHERWISE IN
CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT
INCLUDING, BY WAY OF EXAMPLE BUT NOT LIMITATION, ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, VERBAL OR WRITTEN STATEMENTS, OR ACTS
OR OMISSIONS OF EITHER PARTY WHICH IN ANY WAY RELATE TO THIS
AGREEMENT. SELLER AND BUYER HAVE SPECIFICALLY DISCUSSED AND
NEGOTIATED FOR THIS WAIVER AND UNDERSTAND THE LEGAL CONSEQUENCES
OF IT.
14.17. Non-Waiver of Sovereign Immunity. Nothing contained in this Agreement or in
any instruments executed pursuant to the terms of this Agreement shall be construed as a waiver
or attempted waiver by the Seller/City of its sovereign immunity under the constitution and laws
of the State of Florida.
14.18. Approval by City Commission. Buyer acknowledges that pursuant to Section C-
8(B)(1)of the City Charter,this Agreement must be approved by the City Commission following
the holding of an advertised public hearing. Buyer shall execute this Agreement prior to Seller
placing this Agreement on an agenda for the City Commission's approval. Buyer shall have the
right to withdraw this Agreement for consideration by the City Commission by providing notice
to the City prior to the City Commission approving this Agreement.
[Remainder of this page intentionally left blank. Signature page(s)follow(s).]
Prairie Lake Purchase Agreement v9
26
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Agreement Date.
SELLER:
CITY OF OCOEE,FLORIDA, a
Florida municipal corporation
By:
Rusty Johnson,Mayor
Attest:
Melanie Sibbitt, City Clerk
Date: , 2019
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE,APPROVED AS TO APPROVED BY THE OCOEE CITY
FORM AND LEGALITY THIS DAY COMMISSION AT A MEETING HELD ON
OF ,2019. ,2019 UNDER
AGENDA ITEM NO.
SHUFFIELD,LOWMAN AND WILSON, P.A.
City Attorney
BUYER:
MERITAGE HOMES OF FLORIDA,INC.,
a Florida corporation
By: QM/
Print Name:
Its:749. -•�� �o s:r�o�
Date: March 19 ,2019
Prairie Lake Purchase Agreement v9
s—i
ESCROW AGENT:
The undersigned Escrow Agent hereby accepts the foregoing Purchase and Sale Agreement and
Joint Instructions, agrees to act as Escrow Agent under such agreement in strict accordance with
its terms, agrees to insert as the "Agreement Date" on page 1 thereof, if not otherwise dated, the
latest date such agreement was signed by Seller and Buyer.
SHUFFIELD, LOWMAN & WILSON, P.A
By:
Print Name:
Its:
Date: March , 2019
CLOSING AGENT
The undersigned Closing Agent hereby accepts the foregoing Purchase and Sale Agreement and
Joint Instructions, agrees to act as Closing Agent under such agreement in strict accordance with
its terms, and agrees to comply with the applicable provisions of the Internal Revenue Code with
respect to the transactions contemplated hereby.
SHUFFIELD, LOWMAN & WILSON, P.A
By:
Print Name:
Its:
Date: March , 2019
Prairie Lake Purchase Agreement v9 S-2
LIST OF EXHIBITS
EXHIBIT "A-1" OVERALL PARCEL LEGAL DESCRIPTION
EXHIBIT "A-2" DEPICTION OF OVERALL PARCEL, SELLER RETAINED
PARCEL,AND LAND PARCEL
EXHIBIT "B" DEED
EXHIBIT "C" NON-FOREIGN AFFIDAVIT
EXHIBIT "D" GENERAL ASSIGNMENT
Prairie Lake Purchase Agreement v9 List of Exhibits—Page 1
EXHIBIT "A-1"
OVERALL PARCEL LEGAL DESCRIPTION
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of Tne P Voroydr a+ :Irarcaro ono tro North •-grr w0;,. Fre or.. too Scocoord 5yatorr 003r0ad tr::r foot •grr rat way. tiS.O USCb619
the ",DINT Orr 255 NNWG; tronro Ste robwing rhrec coarses cod a'storcoa cocoa tee Ecatorly right of coy of said Clare Road North 7425'44' West. a
dstoree of 24.30 feat to c pore o. CervOtigre to Sr • roving c rag', CF 2,459.25 Peer, a certrol crab of 0 and ocard teorSra as Norris
West 7247 fr>.er, thence northecy clot;The nro rietOree of 72.57 feet to a po,t of .oterseoror yirh o hen toritent 00,0 to the retort riC
Wr.r 'coos perit I 00 Vortr Sort c iSol 1o,17;j,,, 0. 3,22005 u or ord tradong or Nortc 06-2e.35" Wart, 22525 feet,
tecree iicrttlery cog Sc Ore, trtcgur c cent's. rise 0g'23•Ch". e a'atcrou of 52436 'cot rc c oor'rt or the South right or way of c or:roared
road woy; rherce the tcr,ow'ry two coJraes and &stances o cog sa.d touch ire Vortr 4343.26"Lost, c d:stor re of 3.1;19 Peer; trenre Norto 69:'4.01"Lost,
•
distance o+ .255.Cr5 jeer to a enir,t , tre So Arerly and Westerly rre 0' tre .crce ds.scribed Ctfroic, Keccrus 9ooc 6320. Pao. .512 trrough .51'4 of
tno 4c:ords ot Orange C;curoy, ,tar,dc, c'sasac pa or 0204 a point of curia:urn, Ca the right Cowing c rad..us of 552.05 "est, S contra. ancr,o of
95.35.23', coo, a ohcra bearing of So.ctr .5.3C'11"East. 733.46 for,. trecoe fo.ramarg two courses era distoroes ciand 521 SaArerry aro 'rSesrer'y ire
erniTneeeterly dory chs Ore O 1,sToree of .975.94 feet re the pcint of Cogency, t Enet, At-ton, ot 204 40 Peer T, the Sorb
r'gt'T c' only lie a' io.3 Scuba., Syctere tre,o .752254" Ne,":. 7(5754 o Cr- O3*.3iNV NC
_ESS 40:::477
A a-nt.or ct TrrwrIcria 27 S, Lair. (.tor ce ix'''. Si,En: dr,,,w+yor
-Oorervinee ot ter 'r-w.ectirrrr of +re Eccr r,rirrr of way Coe of oil, Roca docurrcer! 7Offarcrr P.a.:arra 9rark 7,7.7fr. Porprc .fl• Cc+rrio Peracrir.
of Croc go Co nty, bori arc tie NO'S,' ,,gr 7 a' Say ,;r, tic:rt.:J.3rd Systorn Ir a',rad; thence 14.35 'Cr g ciO Lacs •.gt, way r
d'srarce of 324..3 'cot to rho cent at rJr+at..rro of c curse, cocoa., LJF.7C,'y, hayrrg a contra. ono, of C142.2..t" ana a roc;Ja e' 2439.25 foot: tronoo
North worrer y o cog trc arc of sac et.rve crd 'or; rra;d Las: r'ghr o' way fro c a'stanco ct 72.6/ toot to rho Cor: .3+ ;rtergeetign wit, nor ron.aor:
torso fohocd near:ro and ditegnge be.rweer scud coif' t eir a V 3453'"1 72 57 wet), cocoa,. Sort'y, hgu'rh a centrc, ora.e of 092401' and o
Ala, of .122403 485r, nerce Nerrhsesterly ceges the Ore at 5.1,O e.10ve ira iCeng .to al, 5991 50 nap 1,10 2 d SfcrrC at 525..95 Peet to a paint kerieft
erorovi hetweee 'etc: points ne;c9 N 52 2Cf 0,17 r c1,19 rlght of soy -me 4. 1.27" E :10;t00,,,
`Ceti ,reerec irang sad est, hght ccs coy ,,he N msronee tit 21 fj? +oot its thc at 9oginn.cg; toccoo cort,„,o 54 49451' 4 a
d'sterce of '15..43 'cot. rherce S Ei a d'sto.roo of 41.35 'cot tnoroo S 50•2955"'it' a c1stanoc o' 145.25 foot TO o Cs;et on a 'ino Chat
5.0 C•Z't Last e' and care c' wOh sac Loot right of *ay r.no. saic oar: coo coins co tno ars or c non rongont concavo Eastor,y haying c
eertro' ang'a or :-.719.23" or d rodi.ro of 320E03 +eat, mecc, Norrhecsterly clang the aro 0+ 514 04,00 and OtOng scio :ire tit& 's 15 00 feet Scot of
-Sill tic, e, yr:rt, sa.rf Ear: r way Ii t, 4 1!)• '`e-"n tIl 1 1,1,10 ary.,rd heor'ca sic] Instance oravyrrec I,lii 11.1 15 fre.ca 0'53C'0 4"
039 55 foet), ye that toot Si, at and perol o' ,:ti rod ghe CF woy I 1, 4,53*2!" o a d,rrcnnr at .1955
to tri 'rant 50 ticopnrCrc
•
Exhibit A-1 —Page 1
Prairie Lake Purchase Agreement v9
EXHIBIT "A-2"
DEPCITION OF OVERALL PARCEL, SELLER RETAINED PARCEL,
AND LAND PARCEL
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t,X; _
er 7R --
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a
Exhibit A-2-Page 1
Prairie Lake Purchase Agreement v9
EXHIBIT "B"
THIS INSTRUMENT SHOULD
BE RETURNED TO:
Meritage Homes of Florida
8800 E. Raintree Drive, Suite 300
Scottsdale, Arizona 85260
Attention: Florida Regional Counsel
TAX PARCEL ID.NO.:
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made and executed on , 20 , by
the CITY OF OCOEE, FLORIDA, a Florida municipal corporation (hereinafter referred to as the
"Grantor"), whose address is , to , a(n)_
(hereinafter referred to as the "Grantee"), whose address is
Wherever used herein the term "grantor" and "grantee" include all the parties to this
instrument and the heirs, legal representatives and assigns of individuals, and the successors and
assigns of corporations, partnerships (including joint ventures, public bodies and quasi-public
bodies)
WITNESSETH:THAT Grantor,for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,does hereby grant,bargain,sell,alienate,remise,release,convey,
and transfer unto Grantee, all of that certain land lying and being in the County of
, State of Florida, to-wit:
See Exhibit"A"attached hereto and made a part hereof by reference
(hereinafter referred to as the "Property").
TOGETHER with all buildings,structures,and improvements thereon and all of the rights,
privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or
used in connection therewith, including, without limitation, all (i) development and concurrency
rights and credits, impact fee credits,prepaid fees,air rights,water,water rights,water stock,water
capacity, sewer, wastewater and re-use water rights, sewage treatment capacity, other utility
capacity and rights,concurrency certificates,approvals,and permits relating thereto,(ii)strips and
gores, streets, alleys, easements, rights-of-way, public ways,or other rights appurtenant,adjacent,
or connected thereto, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or
that may be produced therefrom.
TO HAVE AND TO HOLD the same in fee simple forever.
Exhibit B—Page 1
Prairie Lake Purchase Agreement v9
FURTHER, Grantor hereby covenants with and warrants to Grantee that Grantor is
lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to
sell and convey the Property, and hereby fully warrants the title to the Property and will defend
the same against the claims of all persons claiming by, through or under the Grantor; and that the
Property is free and clear of all encumbrances except: (i)taxes for the year of this instrument and
thereafter; (ii) zoning and other use restrictions, conditions, or requirements now or hereafter
imposed by governmental authorities;and(iii)without re-imposing same,those matters appearing
on Exhibit"B" attached hereto and by this reference made a part hereof.
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly
executed as of the day and year first above written.
GRANTOR:
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
Print Name: By:
Rusty Johnson, Mayor
Print Name: Attest:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON ,20
LEGALITY this day of UNDER AGENDA ITEM NO.
, 20 .
SHUFFIELD LOWMAN & WILSON, P.A.
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Rusty Johnson and Melanie
Sibbitt well known to me to be the Mayor and City Clerk,respectively,of the CITY OF OCOEE,
a Florida municipal corporation, and that they severally acknowledged executing the same in the
presence of two subscribing witnesses freely and voluntarily under authority duly vested in them
by said municipality. They are personally known to me.
Exhibit B —Page 2
Prairie Lake Purchase Agreement v9
WITNESS my hand and official seal in the County and State last aforesaid this day
of , 20
Signature of Notary
Name of Notary (Typed, Printed or Stamped)
Commission Number(if not legible on seal):_
Exhibit B—Page 3
Prairie Lake Purchase Agreement v9
EXHIBIT "A" TO DEED
LEGAL DESCRIPTION OF PROPERTY
Exhibit B —Page 4
Prairie Lake Purchase Agreement v9
EXHIBIT"B" TO DEED
PERMITTED EXCEPTIONS
Exhibit B—Page 5
Prairie Lake Purchase Agreement v9
EXHIBIT "C"
NON-FOREIGN AFFIDAVIT
STATE OF )
) ss.
County of )
The undersigned, as authorized agent of , a(n)
("Transferor"),after being duly sworn upon his oath deposes and says that:
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest
must withhold tax if the transferor is a foreign person. To inform ,a(n)_
("Transferee"), that withholding of tax is not required upon the
disposition of Transferor's interest in a U.S. real property interest, the undersigned hereby certifies
the following:
1. Transferor is not a non-resident alien,foreign corporation,foreign partnership,foreign
trust,foreign estate, or other foreign person within the meaning of§ 1445 and § 7701
of the Internal Revenue Code and the treasury regulations promulgated thereunder;
2. Transferor is not a disregarded entity as defined in Treas. Reg. § 1.1445-2(b)(2)(iii);
3. Transferor's U.S.taxpayer identification number is: ,
4. Transferor's business address is:
Transferor understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained herein could be punished by fine, imprisonment,or
both.
Under penalties of perjury Transferor declares that it has examined this certification and to the best
of its knowledge and belief this certification is true, correct, and complete. The undersigned agent
declares that he has the authority to sign this document on behalf of Transferor.
Remainder of this page intentionally left blank.
Signature page(s) follow(s).
Exhibit C—Page 1
Prairie Lake Purchase Agreement v9
TRANSFEROR:
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
Print Name: By:
Rusty Johnson, Mayor
Print Name: Attest:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON ,20
LEGALITY this day of UNDER AGENDA ITEM NO.
, 20 .
SHUFFIELD LOWMAN & WILSON,P.A.
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day,before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Rusty Johnson and Melanie
Sibbitt well known to me to be the Mayor and City Clerk,respectively, of the CITY OF OCOEE,
a Florida municipal corporation, and that they severally acknowledged executing the same in the
presence of two subscribing witnesses freely and voluntarily under authority duly vested in them
by said municipality. They are personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid this day
of , 20 .
Signature of Notary
Name of Notary (Typed, Printed or Stamped)
Commission Number(if not legible on seal):_
Exhibit C—Page 2
Prairie Lake Purchase Agreement v9
EXHIBIT "D"
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this "Assignment") is executed as of the day of
, by the CITY OF OCOEE, FLORIDA, a Florida municipal corporation
in its capacity as the owner of the Real Property (as defined below) and the seller of the Real
Property and not in its capacity as a governmental entity with jurisdiction over the Property
("Assignor"), to and for the benefit of , a(n)
("Assignee").
WHEREAS, contemporaneously herewith, Assignee is acquiring from Assignor certain real
property described in Exhibit "A" attached hereto (the "Land Parcel"), together with all of
Assignor's right, title, and interest in and to: (a) all buildings, structures, and improvements
thereon, if any (the "Improvements"); and (b) all of the rights, privileges, appurtenances,
hereditaments,easements,reversions,and remainders pertaining to or used in connection with any
of the Land Parcel and/or any of the Improvements, including, without limitation, all (i)
development and concurrency rights and credits, impact fee credits,prepaid fees, air rights,water,
water rights, water stock, water capacity, sewer, wastewater and reuse water rights, sewage
treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and
permits relating to any of the Land Parcel, (ii) strips and gores, streets, alleys, easements, rights-
of-way,public ways,or other rights appurtenant, adjacent, or connected to any of the Land Parcel,
and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced
from any of the Land Parcel (collectively,the "Real Property");
WHEREAS, in connection with the foregoing acquisition, Assignor desires to transfer and
assign to Assignee all of Assignor's right,title, and interest, if any, in and to certain items and rights
applicable or relating thereto,all as hereinafter provided.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor, without representation, warranty or guaranty of any kind
except as set forth in the Purchase and Sale Agreement and Joint Instructions pursuant to which this
Assignment is executed by Seller, hereby grants, sells, transfers, and assigns unto Assignee all of
Assignor's right, title, and interest, if any, in and to that certain intangible property owned by
Assignor or used by Assignor exclusively in connection with all or any portion of the Real
Property, including,without limitation, all of Assignor's right, title, and interest, if any, in and to:
(a)all existing and/or draft plats,maps,site plans,improvement plans,drawings and specifications,
and development rights and credits relating to the Property, (b) all books, records, reports, test
results, environmental assessments, if any, as-built plans, specifications, and other similar
documents and materials relating to the use, operation, maintenance, repair, construction, or
fabrication of all or any portion of the Real Property; (c) all transferable business licenses,
architectural, site, landscaping or other permits, applications, approvals, authorizations, and other
entitlements affecting any portion of the Real Property; (d) all transferable guarantees,warranties,
and utility contracts relating to all or any portion of the Real Property, and Assignor agrees not to
release,waive, or alter the liability of any persons providing such guarantees or warranties from and
after the date of this Assignment; and (e) all intellectual property and rights related to the Real
Exhibit D—Page 1
Prairie Lake Purchase Agreement v9
Property, including, without limitation, the right and claim of Seller, if any, to any name(s) used by
Seller to refer to the Real Property or the subdivision thereof,and any derivatives thereof.
This Assignment is binding upon the successors and assigns of Assignor and will inure to
the benefit of the successors and assigns of Assignee.
Assignor hereby covenants that it will,at any time and from time to time upon written request
therefor, execute and deliver to Assignee, and its successors and assigns, any new or confirmatory
instruments and take such further acts as Assignee may reasonably request to evidence the assignment
contained herein.
Nothing contained herein shall be construed as a waiver or attempted waiver by Assignor of
its sovereign immunity under the constitution of the laws of the State of Florida.
This Assignment shall be governed by and interpreted under the laws of the State of
Florida, without regards to its principles of conflict of laws.
ASSIGNOR:
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
Print Name: By:
Rusty Johnson, Mayor
Print Name: Attest:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON ,20
LEGALITY this day of UNDER AGENDA ITEM NO.
, 20
SHUFFIELD LOWMAN & WILSON,P.A.
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Rusty Johnson and Melanie
Sibbitt well known to me to be the Mayor and City Clerk,respectively,of the CITY OF OCOEE,
Exhibit D—Page 2
Prairie Lake Purchase Agreement v9
a Florida municipal corporation, and that they severally acknowledged executing the same in the
presence of two subscribing witnesses freely and voluntarily under authority duly vested in them
by said municipality. They are personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid this day
of , 20 .
Signature of Notary
Name of Notary (Typed, Printed or Stamped)
Commission Number(if not legible on seal):_
Exhibit D—Page 3
Prairie Lake Purchase Agreement v9
EXHIBIT"A"TO GENERAL ASSIGNMENT
Legal Description
Exhibit D—Page 4
Prairie Lake Purchase Agreement v9