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Item 13 Authorization to Proceed with a Contract For Sale from Wire Development LLC for City-Owned Property Identified as Tracts 6C, 6D, 6E, 6F, and Tract #33 (Road) on the Ocoee Crown Point PUD Located on Ocoee Apopka Road and Ocoee Crown Point Parkway ocoee florida AGENDA ITEM COVER SHEET Meeting Date: February 15, 2022 Item # /3 Reviewed By: Michael Rumer, Contact Name: Development Services Department Director: /� Director /L Contact Number: 407-554-7083 City Manager: Robert F f)1, Subject: Authorization to proceed with a contract for sale from Wire Development, LLC for City-owned property identified as Tracts 6C, 6D, 6E, 6F, and Tract #33 (Road) on the Ocoee Crown Point PUD located on Ocoee Apopka Road and Ocoee Crown Point Parkway. Background Summary: On September 21, 2021, the City Commission approved and authorized staff to move forward with a contract on an unsolicited offer from Wire Development, LLC, for City-owned property located west of Ocoee-Apopka Road and adjacent to the Ocoee High School. The property, which is approximately 16.19 acres, is part of the Crown Point PUD and is made up of Tracts 6C, 6D, 6E, 6F, and #33. The intent of Wire Development is to create a vibrant mixed-use development with retail that embraces the neighborhood and enhances the connection to the West Orange Trail. The plan for mixed-use will prioritize the integration of adjacent uses with pedestrian oriented transportation networks. The development will include boutique, mixed use, smaller unit multi-family residential that includes live-work and commercial uses. Wire Development is a certified woman owned business in the State of Florida and has a proved track record of mixed-use projects in Central Florida. The proposed offer is for a purchase price of$3,000,000.00 for the 16.19 acres which includes 2.25 acres of future right-of-way. As the City Charter requires an appraisal for a property sale of this nature, the City Staff recommends using an existing appraisal provided on April 13, 2020, for $2,910,000.00 (Property Valuation & Consulting, Inc.). The appraisal covered 13.51 of the 16.19 acres which included Tract 6C,6E, 6F, and #33. Tract 6D (2.677 acres) was not included. Additionally, the offer includes a 180-day inspection period with a $75,000 deposit that is fully refundable until the end of the inspection period. As a reminder to the City Commission, over the past few years the City has received multiple unsolicited proposals to purchase this same property. In 2018 the City received a number of unsolicited offers and again in 2020. In 2020, the City prepared and sent out a Request for Letters of Intent #20-008 for 13.51 acre (Tracts 6C,6E, 6F, and #33). Responses were reviewed after May 12, 2020. The City received seven (7) responses for the 13.51 acres property. City staff conducted evaluations with respect to the offers and on August 4,2020, provided the City Commission a summary showing each proposer's offered_price and summary of the proposed project. With respect to the 13.51-acre property, the offered prices ranged from a high of $2,000,000.00 and a low of $1,000,000.00. The highest offer was for a project consisting of a mix of townhomes and apartments. Thus, the best of the offers was still close to $1,000,000.00 below the appraised value of the 13.51-acre property. Given the low offers,.a lack. Staff is bringing forward the contract for formal approval and authorization to execute. Issue: Approval to execute a contract Agreement for, Purchase and Sale of property with Wire Development for City-owned property identified as Tracts 6C, 6D, 6E, 6F, and Tract #33 (Road) on the Ocoee Crown Point PUD located on Ocoee Apopka Road and Ocoee Crown Point Parkway? Recommendations Staff recommends executing the contract Agreement for Purchase and Sale of property with Wire Development for City-owned property identified as Tracts 6C, 6D, 6E, 6F, and Tract #33 (Road) on the Ocoee Crown Point PUD located on Ocoee Apopka Road and Ocoee Crown Point Parkway. Attachments: 1. Contract for Sale and Purchase between Wire Development and City of Ocoee. Financial Impact: $75,000 Deposit to be paid by purchaser $3,000,000.00 Proceeds to be paid by purchaser Map of Tracts Type of Item: ❑ Public Hearing For Cleik's Dept Use: ❑ Ordinance First Reading X Consent Agenda ❑ Ordinance First Reading ❑ Public Hearing ❑ Resolution ❑ Regular Agenda X Commission Approval ❑ Discussion&Direction ❑ Original Document/Contract Attached for Execution by City Clerk ❑ Original Document/Contract Held by Department for Execution Reviewed by City Attorney ❑ N/A Reviewed by Finance Dept. ❑ N/A Reviewed by ( ) ❑ N/A AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE(the “Agreement”) is made this _____ day of ____________, 2022 by and between CITY OF OCOEE, a Florida municipal corporation, established under the laws of the State of Florida, with an address of 150 N. Lakeshore Drive, Ocoee, Florida 34761 (the "Seller"), and WIRE DEVELOPMENT LLC, a th Florida limited liability company, with an address of 101 S. 12 Street, Suite 101, Tampa, Florida 33602,or its permittedassignee (the "Buyer").For purposes of this Agreement, unless otherwise specifically stated, Seller shall be deemed to be acting only in its capacity as the owner of the Property (as defined below) and not in its capacity as a governmental entity with jurisdiction over the Property. RECITALS A. Seller is the legal and equitable owner of approximately 16.19 acresof real property located along Ocoee Apopka Road and generally known as Tracts #6C, #6E, #6F, and #6D of the Ocoee Crown Point PUD (the “Ocoee PUD”) and depictedon the sketch plan attached hereto as Exhibit “A” (the "Land"), and as will be more particularly described in the metes and bounds legal description to be agreed upon pursuant to Section 4(b) below. B.Seller desires to sell, and Buyer desires to acquire, all of Seller's right, title and interest in the Property (as hereinafter defined), on the terms and conditions hereinafter set forth. AGREEMENTS In consideration of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. Acquisition of the Property. At the Closing (as hereinafter defined), and subject to the terms and conditions set forth in this Agreement,Seller shall sell to Buyer and Buyer shall purchase from Seller the following (collectively, the "Property"): (a) The Land, together with any improvements located thereon (the "Improvements"); (b) All easements, covenants and other rights, if any, appurtenant to, and all the estate and rights of Seller in and to, the Land and Improvements (the “Appurtenances” and together with the Land and Improvements, the “Real Property”); (c) All surveys, plans, specifications, reports and other engineering information, if any,to which Seller has access, or obtains prior to Closing, to the extent relating to the Property (together, "Seller's Plans"); and (d) All existing right, title and interest of Seller in, to and under any licenses, permits, approvals, Entitlements (as hereinafter defined), licenses, and warranties to the extent 1 4813-5812-5310, v. 1 relating to or affecting the Land or Improvements, if any, and as may be obtained by or on behalf of Seller prior to Closing (collectively, the “Licenses and Approvals”). Seller makes no guaranty, representation or warranty of any kind relating to the Improvements, Seller’s Plans or the Licenses and Approvals. Buyer acknowledges that Seller is a municipality, and the parties agree that notwithstanding the definition of the Property set forth above, such definition shall not include any rights the Seller has in the Property by virtue of it being a municipality as opposed to a property owner. 2. Purchase Price. (a)The aggregate purchase price tobe paid by Buyer to Seller at Closing for the Property (the “Purchase Price”) shall be T HREE M ILLION AND N O/100 D OLLARS ($3,000,000.00) payable as follows: (i) Within five(5) business days after the “Effective Date” (as defined below), Buyer shall deposit by wire transfer with the Escrow Agent(as hereinafter defined), in escrow, the sum of S EVENTY-F IVE T HOUSAND AND N O/100D OLLARS ($75,000.00) (which amount, together with any interest earned thereon, shall hereafter be referred to as the "Deposit"). Buyer may also provide to Escrow Agent a W-9 for Buyer in the event Buyer elects to have the Deposit placed in an interest-bearing account; (ii)The balance of the Purchase Price, as adjusted by the prorations set forth in Section 5, at Closing, by wire transfer of immediately available funds at Closing. (b) The Deposit shall be held by Escrow Agentwho shall retain such funds in accordance with all applicable laws and regulations (as same may be amended) and the provisions of Article 18 of this Agreement, with interest to be paid to Buyer at time of Closing. If requested by Escrow Agent, the parties agree to execute such standard and customary escrow agreement as the Escrow Agent may request. 3. Closing Documents. (a) At the time and place of Closing, sole and exclusive possessionof the Real Property is to be delivered free of all leases and other occupancyby special warranty deed(the "Deed"). (b) At Closing, Seller will also assign all of its right, title, and interest in, to and under the Improvements, Seller’s Plans and Licenses and Approvals and Buyer will assume the same, by an assignment and assumption agreement (hereinafter referred to as the "AssignmentAgreement") and signed by both Seller and Buyer, and Seller will deliver the originals in Seller’s possession of all such Licenses and Approvals to Buyer. To the extent necessary in connection with such Assignment Agreement, Seller shall obtain the consent of any third partieshave consent or approval right over such assignment. 2 4813-5812-5310, v. 1 (c) At Closing, Seller shall provide Buyer and the Title Company with a Certificate of Non-Foreign Status as provided in Section 7(a)(2) below. (d) At Closing, Seller and Buyer shall provide the Title Company (as defined below) with documents evidencing their authority to enter into and consummate the transaction contemplated by this Agreement as may be reasonably requested by the Title Company. (e) At Closing, Seller shall execute and deliver to Buyer an IRS Form-1099, and Seller shall be responsible for the timely filing of same. (f) At Closing, Seller and Buyer shall each execute a Bill of Sale. (g) At Closing, Seller shall execute a Seller’s or Owner’s Affidavit and any and all other necessary affidavits and documents required by the Title Company or Escrow Agent in a form sufficient to allow the Title Company to delete the standard exceptions relating to those matters in the Commitment. (h) At Closing, Seller and Buyer shall each execute and deliver such documents as may be reasonably requested by the Title Company. (i) At Closing, Seller and Buyer shall each execute a closing statement approved by both parties. 4. Title. (a) Within fifteen (15) days after the Effective Date, Seller shall, at Seller’s expense, obtain and provide a copy to Buyer of an ALTA commitment for title insurance in the amount of the Purchase Price for an Owner’s Title Insurance Policy for the Real Property, together with legible copies of all instruments referred to in both Schedule A and Schedule B thereof (the “Commitment”) issued by First American Title Insurance Company, National Commercial Services, 1 Urban Center, 4830 W. Kennedy Blvd. #855, Tampa, FL 33602, Attn: Sean Sanford, email: ssanford@firstam.com (the “Title Company” or “Escrow Agent”) through its issuing agent Shuffield, Lowman & Wilson, P.A. (the “Title Agent”). Seller shall convey good, marketable and insurable fee simple title to the Land and the Improvements to Buyer, free and clear of all liens, encumbrances, restrictions, covenants and easements, subject only to any matters reflected on the Commitment. Buyer shall have until fifteen (15) days prior to the expiration of the Inspection Period to examine title to the Property and give written notice to Seller of any objections which Buyer may have (the “Title Objections”). If Buyer fails to give Seller notice of its objection(s) by such time, it shall be deemed to have approved the condition of the title of the Property as shown in the Commitment, excepting any matter(s) accruing and due and payable prior to Closing and susceptible of satisfaction and removal at or prior to Closing by the payment of money, including without limitation unpaid mortgages, judgments, taxes, sewer and water charges, and assessments (collectively, the “Liquidated Liens”)and the Mandatory Cure Items, as defined hereinbelow, which Liquidated Liens and Mandatory Cure Items Seller shall satisfy at or prior to Closing. Seller shall, prior to or at Closing, (a) satisfy all Schedule B-I title requirements applicable to Seller, outstanding mortgages, deeds of trust and 3 4813-5812-5310, v. 1 liens and title objections affecting the Property which Seller has agreed to cure pursuant to this Section 4, (b) cause to be deleted from the Commitment all standard preprinted exceptions, (c) cause all surface rights to be released in connection with prior mineral reservations, if applicable, and (d) cause to be deleted from the Commitment any new matter first appearing in the public records after the original effective date of the Commitment delivered to Buyer or first appearing on any update to the Title Commitment (collectively, the “Mandatory Cure Items”). Within ten (10) days after receipt of any notice of objection from Buyer, Seller shall advise Buyer if it will cure or satisfy any such objectionsby Closing. Seller shall have no obligation to cure or satisfy any such objections, or commit to cure or satisfy the same; provided, however, that Seller shall be obligated to pay or satisfy all Liquidated Liens and cure all Mandatory Cure Items at or prior to Closing. If Seller fails to advise Buyer within such ten(10) day period that it will not cure or satisfy any such objections, Seller will be deemed to have elected not to remove or satisfy such objections (the “Cure Period”). Title shall be clear, good, marketable and insurable at standard rates subject only to (a) customary public and private utility easements and roads and rights-of- way (without encroachments), (b) applicable zoning ordinances, and (c) such other matters of record to which Buyer does not object or to which Buyer waives any such objection as more specifically set forth in this Section 4 (collectively, the “Permitted Exceptions”). If Seller timely notifies Buyer that Seller has elected not to cure such objection(s) or is deemed to have elected not to cure such objection(s), then Buyer may, within fifteen (15) days following the receipt of the notice by Seller not to cure, elect by written notice to Seller, either to (a) terminate this Agreement, in which case the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, provided that Seller shall pay, satisfy or cure all Liquidated Liens and Mandatory Cure Items at Closing. In the event Buyer fails to terminate this Agreement prior to the expiration of such fifteen (15) day period, Buyer shall be deemed to have elected to terminate this Agreement. Seller agrees not to further encumber in any way Seller's title to the Property after the date hereof without Buyer's prior written consent, which consent may be withheld in Buyer sole and absolute discretion. Buyer shall have the right to object to any change in title occurring after the date hereof and prior to the Closing, and if Seller cannot or will not cure or satisfy any such objections (or any objections which Seller has previously undertaken to cure or satisfy) by the Closing, in addition to any other rights and remedies Buyer may have under this Agreement, Buyer may exercise the option set forth in clause (a) or (b) above. (b) On or before fifteen (15) days prior to the expiration of the Inspection Period, Buyershall, at Buyer’s expense, use good faith, commercially reasonable efforts to obtain and deliver to Seller, Title Company and Title Agent an ALTA survey of the Property (the “Survey”), dated on or after the date hereof, certified to Buyer, Seller, Title Company and Title Agent and any other party designated by Buyer, in both physical and digital format. The Survey shall be prepared in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys" jointly established and adopted by ALTA and NSPS and shall include a certification that the information contained therein is, of the date thereof, true and complete. The Survey shall include a metes and bounds description of the Property which, upon approval by Buyer, Seller and the Title Company, shall be deemed to constitute the legal description of the Land. If the Survey shows encroachments on the Property or that improvements located on the Property 4 4813-5812-5310, v. 1 encroach on setback lines, easements, land of others or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a title defect, to which Buyer may object to and treat like a title objection pursuant to Section 4(a) above. 5. Expenses, Prorations and Closing Costs. All matters involving prorations or adjustments to be made in connection with Closing and not specifically provided for in some other provision of this Agreement shall be adjusted as follows: (a) All items to be prorated pursuant to this Section shall be prorated as of midnight of the day immediately preceding the date of Closing, with Buyer to be treated as the owner of the Property, for purposes of prorations of income and expenses, on the date of Closing. (b) The Property is currently exempt from ad valorem taxes and non-ad valorem real property taxes. Buyer shall be responsible for all ad valorem and non-ad valorem real property taxes for the current year of Closing applicable to the Property. No proration or re- proration of taxes shall occur. (c) Seller shall pay the documentary stamp or transfer taxes on the Deed. Seller shall pay for one-half of the escrow expenses, the title search fee and title insurance premium for the owner’s title insurance policy in the amount of the Purchase Price, the cost of curing any title defects and Seller’s attorney fees and costs. (d) Buyer shall pay for one-half of the escrow expenses, the recording of the Deed, the title insurance premium for any loan title policy and endorsements thereto, the cost of the Survey, and Buyer’s attorney fees and costs. (e) Any other closing costs, if not listed above, shall be apportioned in the customary manner for real property transactions in the county where the Property is located as customarily determined by the Buyer. (f) If any assessments are payable in installments, then Seller shall be responsible for all installment payments due before Closing and Buyer shall be responsible for all installment payments due after Closing. (g) Seller shall satisfy any existing liens or mortgages on the Propertyand pay any expenses related to curing title objections, if any, including but not limited to Liquidated Liens and Mandatory Cure Items. 6. Development. The Buyer intends to develop and construct on the Property a mixed-use development consisting of a minimum of 4,000 square feet of commercial uses (which shall include any live/work units) and a minimum ofone-hundred seventy-five (175) multifamily residential units together with associatedrecreational features and other improvements including, but not limited to, related landscaping, open space, and appropriate parking (the "Intended Use"); provided, however, that nothing set forth herein shall prohibit Buyer from increasing the square footage of commercial uses or multifamily residential uses or 5 4813-5812-5310, v. 1 including other permitted uses within the Ocoee PUD. Seller’s agreement to sell the Property to Buyer is contingent on Buyer’s eventual development of the Property for the Intended Use. Buyer's obligation to complete the purchase of the Property from Seller in accordance with the terms of this Agreement is contingent upon the satisfaction of each of the following conditions with regard to the Property (each of which may be waived in whole or in part in writing by Buyer): (a)Buyer has obtainedallfinal, unappealed and unappealable approvals from all necessary third parties, including but not limited to governmental authorities (including governmental agencies), quasi-governmental authorities, and public and private parties (including private and public utility providers) (collectively, the “Approving Parties”) for all zoning, utilities and any other approvals (including necessary parking requirements) Buyer deems necessary permitting to obtain building permits for the construction and use of the improvements comprising the Intended Use, including but not limited to any required special exception and preliminary and final site plan approvalwith only such conditions, stipulations, covenants and obligation as are approved by Buyer, in its sole and absolute discretion. (b) Buyer has obtained final, unappealed and unappealable approvals and/or permits required by any and all Approving Parties so that the Property shall have immediate and adequate access to water, sewer and all other utilities in accordance with the final approved site plan in sufficient capacity to serve the Intended Use. (c) Buyer has obtained final, unappealed and unappealable approvals and/or permits required by any and all Approving Parties for storm water management; including easements and agreements for constructing and maintaining storm water basins; all wetlands studies and approvals in such form that wetlands, if any, shall not preclude construction of roads, utilities, storm water management facilities, or any other required improvements for the submission of building plans for the erection of buildings on the Property. (d) Buyer has obtained all final, unappealed and unappealable permits and approvals, including but not limited to building permits and all conditions thereof shall have been satisfiedto permit Buyer to construction the Intended Use on the Property. Seller agrees and acknowledges that Buyer’s current Intended Use includes multi-family residential units contained in multi-story buildings and that Buyer shall be permitted to construct such buildings with wood frame construction and Buyer shall not be obligated to construct any portion of such buildings with concrete block, nor shall Buyer be required to install elevators within any building which is three stories in height or less, unless Buyerelects to do so, in Buyer’s sole and absolute discretion. To the extend any applicable law or ordinance enacted by Seller require concrete block construction or the installation of elevators with respect to Buyer’s Intended Use, then in such event, Seller shall exempt the Property from such laws and/or ordinances or Seller shall grant Buyer a variance to permit Buyer to construct Buyer’s Intended Use on the Property without utilizing concrete block construction or requiring the installation of elevators within the Intended Use. The foregoing shall not be deemed a waiver from any laws or ordinances applicable to the Property currently in existence or enacted by a governmental entity other than the City of Ocoee. 6 4813-5812-5310, v. 1 (e) Buyer has obtained any and all other easements, approvals and/or permits that may be necessary, in the Buyer’s sole discretion,to construct and use the improvements for the Intended Use. (f)Buyer shall obtain all easements and roads that in Buyer’s sole discretion are necessary for proper access, utilities and signage to the Property in accordance with Buyer’s final approved site plan or adequate provision has been made to permit Buyer to obtain all easements and roads for proper access, utilities and signage to the Property following as determined by Buyer in its sole and absolute discretion and in accordance with the terms and conditions of this Agreement. The items referred to in subsections 6(a) through 6(f) hereof shall hereafter be referred to as the "Buyer Required Approvals." Following the expiration of the Inspection Period, Buyer shall use reasonable efforts to proceed with the filing of such applications necessary for obtaining the Buyer Required Approvals. Seller agrees, at no expense to Seller, to reasonably cooperate with Buyer in connection with Buyer’s pursuit of the Buyer Required Approvals. Seller's cooperation as aforesaid shall not entitle Seller to any additional compensation. Except as set forth herein to the contrary, all permit fees, studies, deposit and investigation costs incurred in connection with the Buyer Required Approvals shall be the sole responsibility of Buyer; provided, however, in no event shall Buyer’s failure to obtain the Buyer Required Approvals constitute an event of default by Buyer under this Agreement. Seller acknowledges that Buyer will likely contact, meet with and/or obtain consents for the Intended Use from neighboring property owners and in the process of obtaining the Buyer Required Approvals. Except as set forth herein to the contrary, nothing herein shall be construed or interpreted to imply the Seller’s promise or commitment to approve Buyer Required Approvals unless and until such Buyer Required Approvals are approved by the City Commission of the City of Ocoee or other applicable public body; provided, however, that Seller agrees to use good faith, commercially reasonable efforts to cause the City Commission and City of Ocoee to expeditiously and promptly process the Buyer Required Approvals in accordance with normal and customary review and processing timing and procedures. 7. Village Center Road. The parties agree and acknowledge that the Ocoee PUD presently contemplates an east/west roadway that runs parallel and adjacent to the south boundary of Tract 6C and Tract 6E as depicted on the Ocoee PUD (the “Village Center Road”). It is anticipated that the Village Center Road will be relocated to a location on the Landmutually acceptable to the Seller and Buyer and depicted on the Initial Site Planto be approved by the parties. To the extent the Village Center Road is relocated, Seller agrees and acknowledges that the real property where the Village Center Road is presently depicted on the Ocoee PUD shall be included in the Land to be conveyed to Buyer at Closing at no additional cost or expense to Buyer, which real property shall also be included in the Survey. Following Closing and completion of the design, construction and installation of the Village Center Road and related improvements(including, but not limited to sidewalks, drainage and landscaping)(collectively the “Village Center Road Improvements”), Buyer agrees to dedicate and convey the Village Center Road Improvements to Seller, such that Village Center Road shall become a public right- of-way, which Seller shall be obligated to maintain, repair and replace at Seller’s sole cost and expense. The parties anticipatethat the cost to complete theVillage Center Road Improvements 7 4813-5812-5310, v. 1 shall besubstantially similarto the estimated cost of the designandconstruction of the standard two-lane public road and related improvements (including, but not limited to sidewalks, drainage and landscaping), as originally contemplated to be constructed in the Ocoee PUD. As design and construction of the Village Center Road Improvements progresses and in consideration of Buyer’s design and construction of the Village Center Road Improvements, Buyer shall be entitled to receive transportation impact fee credits, which the parties acknowledge and agree will be equal to estimated cost of the design and construction of the standard two-lane public road and related improvements (including, but not limited to sidewalks, drainage and landscaping), as originally contemplated to be constructed inthe Ocoee PUD (which amount the parties will agree upon prior to the expiration of the Inspection Period), which impact fee credits will be credited to Buyer on a monthly basis in proportion to the percentage of construction completed on the Village Center Road Improvements. Buyer acknowledges that a completion bond will be required in order to secure the completion of the Village Center Road Improvements prior to receiving any impact fee credits relating to the Village Center Road Improvements. The terms and conditions for completion of Village Center Road Improvements and the payment of impact fee credits to Buyer shall be set forth in an impact fee agreement, the terms and conditions of which shall be negotiated and approved by the parties prior to the expiration of the Inspection Period. 8. Master Stormwater System. Seller and Buyer agree and acknowledge that a master stormwater system exists with respect to the development of the Ocoee PUD (the “Master Stormwater System”) and that it is the party’s intent that stormwater retention for the Intended Use will be provided by the Master Stormwater System. Accordingly, on or before the expiration of the Inspection Period, Seller and Buyer shall use commercially reasonable efforts to identifyand determine the location of the connectionpoints from the Land to the Master Stormwater System and that following the determination of such location that Buyer shall be permitted to connect to and discharge to the Master Stormwater System at such locations and to pursue approval for such connection and discharge in connection with Buyer’s Required Approvals. Seller hereby further agrees and acknowledges that the Seller shall, or shall cause any necessary third parties, to enter into and execute any and all agreements, easements, and other instruments, consents and approvals are necessary to permit Buyer to connect to and discharge into the Master Stormwater System. 9. Representations of Seller and Buyer. (a) Seller hereby represents, warrants and covenants as follows, all of which shall be true and correct on the date hereof and at, and as of, the Closing: (1) Seller has full and complete power and authority to execute, deliver and perform this Agreement and all agreements and documents referred toin this Agreement; no consents of any third party are required. This Agreement is binding and enforceable against Seller in accordance with its terms. The person who has executed this Agreement on behalf of Seller has the authority to do so. 8 4813-5812-5310, v. 1 (2) Seller is not a "foreign person" and will deliver to Buyer at Closing an affidavit certifying that it is not a "foreign person" within the meaning of the Internal Revenue Code, as amended. (3) To the best of Seller’s knowledge without investigation, there exists no noncompliance or violation of federal, state or local environmental laws or regulations (collectively, the “Environmental Laws”) related to the Property or the presence or release of Hazardous Materials (as hereinafter defined) on or from the Property. The term "Hazardous Materials" shall include, without limitation, any hazardous substance, pollutant, or contaminant regulated under CERCLA; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable for fuel; pesticides regulated by FIFRA; asbestos, polychlorinated biphenyls, and other substances regulated under TSCA; source material, special nuclear material, and by-product materials regulated under the Atomic Energy Act; and industrial process and pollution control wastes to the extent regulated under applicable Environmental Laws. Further, to the best of Seller’s knowledge without investigation, no above ground or underground storage tanks are, or have in the past been, located at the Property. (4) There are no charges, assessments or liens for public improvements concerning the Property which remain unpaid. Seller agrees to pay for any other charges, assessments or liens made for any public improvements if work in connection therewith is begun prior to Closing. (5) To the extent any improvements which might form the basis of mechanics' liens or materialmen's liens have been made or will be made to the Property prior to Closing, Seller agrees to keep the Property free from liens whichmight result from such improvements. (6) Seller is the sole legal and equitable owner of the Property in fee simple and Seller has no actual knowledge of any unrecorded or undisclosed legal or equitable interest in the Property owned or claimed by any party other than Seller, and except such as will be discharged or terminated prior to or concurrently with Closing. (7) Seller has not received notice of default under any of the documents, recorded or unrecorded, affecting the Property. (8) There are nopending judicial, municipal or administrative proceedings affecting the Property or in which Seller is a party by reason of Seller's ownership of the Property or any portion thereof, including without limitation, proceedings for or involving collections, condemnations, eminent domain, zoning violations, or personal injuries or property damage alleged to have occurred on the Property or by reason of the condition or use of the Property, nor has Seller received any written notice of any such proceeding, pending or threatened. (9) Seller has received no written notice from any insurance carrier of the existence of conditions at the Property which if not corrected would result in termination of insurance coverage or increase its cost. 9 4813-5812-5310, v. 1 (10) Seller has not received any notice of any uncorrected violations of any municipal or county ordinances, or other legal requirements with respect to the Property, or the use, occupancy and construction thereof, including fire, health, zoning, environmental, building and safety codes. (11) There are no pending or, to Seller’s knowledge, threatened litigation or legal proceedings affecting the Property or the use thereof for Buyer’s Intended Use. (12) To the best of Seller’s knowledge without investigation, other than as expressly set forth in this Agreement or otherwise disclosed in writing to Buyer pursuant to this Agreement, there are no undisclosed liabilities or agreements affecting the Property or Seller, in its capacity as owner of the Property, that would adversely affect the Property or Seller’s ability to consummate the transactions contemplated herein. (b) Buyer hereby represents and warrants that it is a limited liability company duly formed and validly existing under the laws of the state of Florida, with full and complete authority to enter into this Agreement and to consummate the transactions contemplated herein and the party executing this Agreement on behalf of Buyer has the authority and power to execute and deliver this Agreement and bind Buyer to this Agreement and all transactions contemplated herein. Buyer has not provided, and will not provide, either before or after Closing, any gift or compensation or promise of a gift or compensation to any staff of or public official of the City of Ocoee. (c) The continued validity in all respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction. In the event, at any time prior to Closing, Seller learns or has reason to believe that any of Seller's representations and warranties is no longer true or valid, Seller shall immediately notify Buyer in writing and therein specify the factors rendering or likely to render such representations or warranties untrue or invalid. All representations and warranties set forth in this Agreement shall be deemed remade as of the date of Closing and shall survive the Closing for a period of six (6) months. If Buyer shall determine after Closing and before expiration of the survival period that any of said representations and warranties were not valid and correct in all material respects on the date of Closing, then Buyer shall be entitled to pursue any and all legal remedies available at law or in equity. 10. Access to the Property. Buyer and/or its agents and representatives shall have the right to enter upon the Property at any time prior to the Closing for purposes of conducting such inspections, investigations and/or studies as Buyer deems necessary. Buyer assumes all risks involved in entering upon the Property. Buyer shall repair any damage to the Land caused by such entries and shall indemnify and hold harmless Seller from any loss, cost, damage or expense arising from material physical damage to the Land or any portion thereof, or injury to person or property, proximately caused by Buyer, its agents, consultants and advisors being on the Land, pursuant to the rights granted under this subsection, except to the extent caused by act or omission of Seller or due to a mere discovery or unintentional exacerbation of a pre-existing physical condition. The repair and indemnification obligations shall survive termination of this 10 4813-5812-5310, v. 1 Agreement. Prior to exercising its right of entry on the Property, Buyer shall provide to Seller evidence of commercial general liability insurance coverage (in form and from a company reasonably acceptable to Seller) in the amount of at least $1,000,000 per occurrence with a general aggregate limit of not less than $2,000,000.00, and Seller shall be named as an “additional insured” under such policy of commercial general liability insurance. 11. Due Diligence. For all purposes of this Agreement, the term “Inspection Period” shall mean the period expiring at 11:59 p.m. (Eastern Time) on the date that is one hundred and eighty (180) days after the Effective Date at which time this Agreement shall terminate and be of no further force and effect unless Buyer shall have notified Seller, in writing, on or before the end of the Inspection Period, that this Agreement shall not terminate. Furthermore, Buyer may elect to terminate this Agreement at any time during the Inspection Period for any reason or no reason in Buyer’s sole and absolute discretion, by providing written notice of such termination to Seller. In the event of termination other than due to a Seller default, Buyer shall deliver to Seller, a copy of all non-proprietary reports, studies, surveys and inspections performed by third parties on Buyer’s behalf with regard to the Property (provided, such items shall be delivered as- is and without representation and warranty and Seller shall only be permitted to rely upon such items to the extent Seller obtains, at Seller’s sole cost and expense, the consent and approval of any third party provider of such item), the Deposit shall promptly be returned to Buyer and the parties hereto shall be released of any further obligations or liability, each to the other, under the terms of this Agreement, except for those obligations intended to survive termination as expressly set forth herein. Buyer makes no guaranty, representation or warranty as to the completeness or accuracy of any of the items provided to Seller. Such right of investigation shall include, without limitation, the right to have made, at Buyer's expense, any studies or inspections of the Property that Buyer may deem necessary or appropriate. Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Buyer's direction. Seller agrees further to provide to Buyer within five (5) days after the date of this Agreement any of the following which Seller has in its possession or control, in order to facilitate Buyer's investigation of the Property: (i) copies of all approvals, permits, licenses and the like as may be required by applicable federal, state and local law for the use and operation of the Property; (ii) all surveys, plans and specifications for the Land and the Improvements; (iii) any existing environmental, engineering, structural, geological and seismological audits and reports for the Property, and soil reports for the Land; and (iv) copies of site plans, master development plans, stormwater design, third party inspection reports, as-built construction plans and specifications together with all warranties from sub-contractors and suppliers; and (v) such further instruments, documents and information as Buyer may reasonably request as necessary for preparation for the Closing. Seller makes no guaranty, representation or warranty as to the completeness or accuracy of any of the items provided to Buyer. With the prior consent of Seller, Buyer may obtain, at Buyer's cost, reliance letters from the various consultants that issued any such reports relating to the Property permitting Buyer, and any other party Buyer may designate, to rely on same. In the event of termination prior to the expiration of the Inspection Period, the Deposit shall promptly be returned to Buyer and the parties hereto shall be released of any further obligation or liability, each to the other, under the terms of this Agreement, except for those obligations intended to survive termination as expressly set forth herein. However, in the event this Agreement remains in effect following the expiration of the Inspection Period, the Deposit shall be non-refundable to Buyer except in the event of termination due to a Seller default or 11 4813-5812-5310, v. 1 pursuant to another express provision of this Agreement which provides for a return of the Deposit to Buyer. 12. Conditions Precedent. (a) Notwithstanding anything contained herein to the contrary, Buyer's obligation to close hereunder is contingent upon Buyer not having terminated this Agreement under the terms of Section 11 of this Agreement and the satisfaction in Buyer's sole discretion of the following conditions (the "Conditions Precedent"), any of which may be waived by Buyer in Buyer's sole and absolute discretion: (1) Seller’s closing documents described in Section 3 shall have been delivered. (2) As of the date of Closing, title to theProperty shall be as required by Section 4 of this Agreement. (3) All of the Seller’s representations and warranties contained in Section 9(a) shall be true and correct as of Closing. (4) The Buyer Required Approvals set forth in Section6 of this Agreement shall have been obtained. (b) In the event of a failure of a condition set forth in Section 12(a)(1), 12(a)(2) or 12(a)(3) above, notwithstanding anything to the contrary contained in this Agreement, Buyer may treat such failure as Seller's default entitling Buyer to exercise the remedies set forth in Section 17(b) of this Agreement or Buyer may waive such condition, in whole or in part, and complete the Closing. (c) In the event of a failure of a condition set forth in Section 12(a)(4), notwithstanding anything to the contrary contained in this Agreement, Buyer may terminate this Agreement or Buyer may waive such condition, in whole or in part, and complete the Closing. In the event Buyer elects to terminate, the Deposit shall be released to Seller and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any termination of this Agreement. 12 4813-5812-5310, v. 1 13. Operations Prior to Closing. (a) Seller agrees to maintain the Propertybetween the date hereof and the date of Closing, in the same general manner as it was being maintained on the date hereof. Buyer authorizes Seller to operate and/or maintain the Property and to enter into agreements in the ordinary course of ownership; provided, however, (i) following expiration of the Inspection Period, Seller shall not enter into any agreements without the consent of Buyer, not to be unreasonably withheld, conditioned or delayed and (ii) all such agreements (whether entered into prior to or following the expiration of the Inspection Period) shall be terminated at or before Closing and shall not be binding on Buyer or the Property from and after Closing. (b) Without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, Seller shall not: (i) enter into any lease, agreement of sale, option or any other agreement or contract affecting all or any part of the Property which cannot be terminated at or before Closing; (ii) alter or otherwise encumber title to the Property; (iii) amend any of the Licenses and Approvals; (iv) enter into any contract which is not terminable on Seller's notice on or prior to the date of Closing or adversely affects Seller’s ability to consummate the transaction contemplated herein; (v) remove or damage any structures, fixtures, systems, improvements, standing trees, shrubbery, plants, landscaping or soil now in or on the Property during the term of this Agreement; and (vi) dispose of any trash, debris, building materials or organic material (including without limitation trees and stumps) on the Property, nor permit others to do so and in the event such disposal has occurred prior to the date of Closing, Seller shall remove all such materials at Seller’s expense prior to the date of Closing. 14. Brokers. Buyer and Seller mutually represent to each other that no brokers, agents or finders brought about this Agreement or the conveyance of the Property to Buyer pursuant hereto. Buyer and Seller each agree to indemnify and hold the other harmless from and against any loss, damage or claim arising from a breach of the above representation. The provisions of this Section 14 shall survive Closing hereunder. 15. Closing. The Closing (“Closing”) shall occur through an escrow with the Title Company or in such other manner as Buyer and Seller agree in writing, forty-five (45) business days after the later of (herein the “Closing Date”): (i) satisfaction (or Buyer's waiver) of the Condition Precedent setforth in Section 12 above, and (ii) three-hundred and sixty-five (365) days following the expiration of the Inspection Period (the “Outside Closing Date”); provided, however, in the event Buyer elects to proceed to Closing in advanceof the Closing Date,Buyer shall be permitted to Close on or before a date that is no earlier than ten (10) business days following notice to Seller (the “Early Closing Date”) provided all of Seller’s conditions to Closing are satisfied as of such Early Closing Date. 16. Casualty; Condemnation. All risk of loss or damage to the Property by casualty of any nature prior to Closing shall be borne by Seller. If, prior to Closing, the Property or any part thereof is taken by eminent domain, this Agreement shall become null and void, at Buyer's option, and upon receipt by Seller of written notice of an election by Buyer to treat this Agreement as null and void, the Deposit shall be returned to Buyer. If Buyer elects to proceed and to consummate the purchase despite said taking (such election being deemed to have been 13 4813-5812-5310, v. 1 made unless Buyer notifies Seller to the contrary within fifteen (15) business days after notice from Seller to Buyer of the amount of the proceeds resulting from such taking or casualty), there shall be no reduction in orabatement of the Purchase Price, and Seller shall assign to Buyer all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceeding. 17. Default. (a) Following expiration of the Inspection Period, if Buyer shallviolate or fail (in breach of its obligations hereunder) to fulfill or perform any of the material terms, conditions or undertakings set forth in this Agreement within ten (10) days written notice from Seller (no prior notice shall be required in the event Buyer defaults in failure to close as and when required hereunder), then, as Seller's sole and exclusive remedy therefore, Seller shall be entitled to retain the full Deposit then held by the Escrow Agent as liquidated and agreed upon damages for the losses and injuries which Seller shall have sustained and suffered as a result of Buyer's default, and, thereupon, the parties hereto will be released and relieved from all provisions of this Agreement. The parties acknowledge that Seller’s actual damages in the event of Buyer’s default under this Agreement will be difficult to ascertain, and that such liquidated damages represent the parties’ best estimate of such damages. (b) If Seller shall violate or fail (in breach of its obligations hereunder) to fulfill or perform any of the terms, conditions or undertakings set forth in this Agreement within ten (10) days written notice from Buyer (no prior notice shall be required in the event Seller defaults in failure to close as and when required hereunder), Buyer shall be entitled to terminate this Agreement, receive the return of the full Deposit then held by the Escrow Agent and Seller shall reimburse Buyer for all of Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with the design of the Village Center Road or Buyer may also pursue specific performance against Seller, provided that an action for specific performance must be initiated within ninety (90) days of the termination of this Agreement.Notwithstanding the foregoing, Buyer shall be entitled to all rights and remedies at law or in equity in the event specific performance is not an available or viable remedy to Buyer due to an action or omission by Seller. 18. Notices. All notices, invoices, bills, demands, statements, and requests ("Notice") required or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given or served as of (i) the date of personal delivery with acknowledgment of receipt; (ii) the first business day after the date delivered to a reputable overnight courier service providing proof of delivery, or (iii) the date of delivery if sent by electronic mail. The initial address of the Buyer and Seller is set forth below: Buyer: Wire Development LLC th 101 South 12Street, Suite 101 Tampa, Florida 33602 Attention: Holly Collins-Garcia Email: holly@wiredevco.com With a copy to: Johnson, Pope, Bokor, Ruppel & Burns, LLP 14 4813-5812-5310, v. 1 401 E. Jackson St., Suite 3100 Tampa, Florida 33602 Attention:Joseph P. Covelli, Esq. Email: jcovelli@jpfirm.com Seller: The City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Attention: Rob Frank, City Manager Email: rfrank@ocoee.org With a copy to: Shuffield Lowman & Wilson, P.A. 1000 Legion Place, Suite 1700 Orlando, Florida 32801 Attention: Scott A. Cookson, Esq. Email: scookson@shuffield.com Title Company: First American Title Insurance Company National Commercial Services 1 Urban Center 4830 W. Kennedy Blvd. #855 Tampa, FL 33602 Attention: Sean Sanford Email: ssanford@firstam.com Any party shall have the right from time to time and at any time, upon at least ten (10) days' prior written notice delivered pursuant to the terms hereof, to change its respective address and to specify any other address within the United States of America, provided said new address is not a post office box. 19. Miscellaneous. (a) This Agreement contains the entire Agreement of the parties and may not be modified except in writing, signed by the parties hereto. (b) The Seller shall not enter into any other agreement nor assign any of its right, title or interest in the Property to any other person or entity. (c) This Agreement may not be assigned without the prior consent of the other party. However, Buyer shall have the right to assign this Agreement without Seller's prior written consent but with prior notice to Seller, provided that (i) the assignee assumes all of Buyer’s obligations, duties and liabilities; and (ii) such an assignment shall not act to release original Buyer from any obligations, duties or liabilities hereunder. 15 4813-5812-5310, v. 1 (d) This Agreement maybe executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instrument. (e) If any term or provision of this Agreement or application thereof shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each other term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. Failure of either party at any time to require performance of any provision of this Agreement shall not limit the party’s right to enforce the provision. Waiver of any breach of any provision shall not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. (f) Buyer and Seller agree to cooperate with each other and to take such further actions as may be requested by the other in order to facilitate the timely purchase and sale of the Property, and Buyer's development of the Property following Closing. Accordingly, Seller agrees to execute such other documents reasonably requested by Buyer. (g) If any date on which a time period scheduled to expire herein is a Saturday, Sunday or federal holiday, the subject date shall be extended to the next business day. (h) This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Buyer and Seller have contributed substantially and materially to the preparation of this Agreement. (i) As used in this Agreement, the phrases “the date hereof” and “the date of this Agreement” shall mean the date of execution by the last party to sign this Agreement. (j) To the extent permitted by law, Seller shall indemnify, defend and hold harmless Buyer, its agents, owners, managers, officers, employees, contractors, advisors and affiliates, from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs, whether suit is instituted or not), asserted against Buyer by reason of or arising out of the ownership, management, operation, maintenance and/or repair of the Property prior to the date of Closing. The indemnification contained in this Section 17(j) shall survive Closing and the termination of this Agreement. (k) Buyer agrees to defend, indemnify and hold Seller harmless (but not any other party) from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs, whether suit is instituted or not) asserted against Seller solely by reason of or arising out of Buyer’s ownership, management, operation, maintenance and/or repair of the Property form and after date of Closing and solely to the extent not relating to any facts or circumstances which are the subject Seller’s indemnity as set forth in Section 19(j) of this Agreement. 16 4813-5812-5310, v. 1 (l) Radon Gas. In compliance with §404.056, Florida Statutes, Buyer is hereby made aware of the following: RADON GAS IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENTQUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. (m) In the event of any litigation arising from this Agreement, the prevailing party shall be entitled to reimbursement of reasonable attorneys’ fees and costs incurred at all proceedings, including, without limitation, before trial, at trial and all appellate levels, from the non-prevailing party. The provisions of this Section shall survive Closing and the termination of this Agreement. (n) This Agreement shall be construed and interpreted under the laws of the State of Florida, without giving effect to principles of conflict of laws. Seller and Buyer agree that the proper venue with respect to any state or federal litigation in connection with this Agreement shall be Orange County, Florida. (o) If any provisions of this Agreement shall be void, or voidable, for violation of the rule against perpetuities, then such provision shall continue until twenty-one (21) years after the death of the last survivor of the members of the United States Congress as of the date of this Agreement. 20. Escrow.The Deposit and any other sums which the parties agree shall be held in escrow, together with all interest earned thereon, shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions. The Escrow Agent shall invest the Deposit in government insured interest-bearing instruments, shall not commingle the Deposit with any funds of the Escrow Agent or others, and shall promptly provide Buyer and Seller with confirmation of the investments made. If for any reason the Closing does not occur, the Escrow Agent shall deliver the Deposit to Seller or Buyer only upon receipt of a written demand therefore from such party, subject to the following provisions of this Section 20. If Escrow Agent receives a written demand from Buyer for delivery of the Deposit prior to the end of the Inspection Period, then Escrow Agent shall be authorized to deliver such payment to Buyer. If for any reason the Closing does not occur and subsequent to the Inspection Period either party makes a written demand upon the Escrow Agent for payment of the Deposit, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. The parties acknowledge that the Escrow Agent is the attorney for Seller and such representation or service as Escrow Agent shall not constitute a conflict of interest that prohibits Escrow Agent from representing Seller and serving as Escrow Agent. Escrow Agent, in its role as Escrow Agent, is acting solely as a stakeholder at the request 17 4813-5812-5310, v. 1 of the parties and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agentshall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its willful misconduct or gross negligence. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agentharmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to willful actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving gross negligence on the part of the Escrow Agent. 21. Execution. This Agreement must be approved by the City Commission of the City of Ocoee at a duly noticed public hearing. Prior to such hearing,Buyer shall execute this Agreement and deliver the same to Seller; provided, however, Buyer’s delivery and execution of this Agreement shall not be construed as an offer and this Agreement shall not be binding or effective as against Buyer until such time as it is approved by the City Commission and fully executed by the Major of the City of Ocoee. This Agreement shall be effective on the date approved bythe City Commission of the City of Ocoee and executed by the Mayor of the City of Ocoee (the “Effective Date”). At any time prior to the approval of the Agreement by the City Commission and the execute of the Agreement by the Mayor of the City of Ocoee, Buyer shall be permitted to require that Buyer’s signature page be returned to Buyer and any prior delivery be deemed null and void. 22. No-Waiver of Sovereign Immunity. Nothing contained in this Agreement or in any instrument executed pursuant to the terms of this Agreement shall be construed as a waiver or attempted waiver by the Seller of its sovereign immunity under the constitution of the laws of the State of Florida. This provision shall survive termination of this Agreement and Closing. \[SIGNATURES FOLLOW\] 18 4813-5812-5310, v. 1 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Agreement as of the day and year first above written. SELLER: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By: ___________________________ Name: Title: Attest: _________________________ _______________, City Clerk Date: ______________________ FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE. APPROVED AS COMMISSION AT A MEETING HELD TO FORM AND LEGALITY THIS ___ ON _____________, 20__ UNDER DAY OF _____________, 20__. AGENDA ITEM NO__. Shuffield, Lowman & Wilson, P.A. _____________________________ Scott A. Cookson, City Attorney 19 4813-5812-5310, v. 1 BUYER: WIRE DEVELOPMENT LLC, a Florida limited liability company ____________________________________ By: _______________________________ Print Name: _________________________ Title: _______________________________ Date: _______________________________ 20 4813-5812-5310, v. 1 JOINDER BY ESCROW AGENT First American National Title Insurance Company, as Escrow Agent, hereby joins in the Agreement to evidence its agreement to hold the Deposit and otherwise to perform its obligations as escrow agent, all as provided for in Section 20 of this Agreement. The undersigned represents and warrants that (s)he is duly authorized to execute and deliver this Joinder. ESCROW AGENT: First American National Title Insurance Company By: ______________________________ Name: ____________________________ Title: _____________________________ 21 4813-5812-5310, v. 1 EXHIBIT A (Depiction of Property) 23 4813-5812-5310,v. 1 TRACT�. `9° ��-�_� • �vhb ! . %��, T Jl 7 �/ X..11. i /ac tie,// �, / • /' /1,TRAC ti--- . TRACT @A TRAM A Note:Tl6pe y.and 6B have been / y ',, t12d Gam_ - / absorbed int6 Tract 5 with We /�r' ='"�/ ••t1, ,RAM/.TB '! ... emmacnon of Ocoee High school. -�Tar� r -;;�. o c 11uADRV.4W.../e •// (( ////� j%'i Ate/ _ `� \Wr"/%. TRAM..0 yOEREIGN LAND BO �TRACr/h7 / /I •TRAM wI//Y''//�I ��\� IA r. -11N xI 4' J Y7/T/y44, / g0;'.q_ _ TRAM RO -//7 / / Ni`e/ /���.✓ +��Cr / '''�„ .�_ _/r- TRAM/M� • //// %//I S /�A I ���0`� \\\\� . .�_ -Y��rI(/'-lam TRACT/gF . /• /I' y* mod ``©\ .�`e4 4`4��t �°j\7. ' . F(_/�TRAcr //. \,\N,77. i......43-AAP-Ti' .le; U.:. ti.cT,z, �t n G l ®M l����i1�� `.�i "``� TRACT A.� i • �� r / % �' ';RAce y�i. 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Trap/la W /TpwwmaE 21.74 - - 21.71 A t Pe Kn.. .... ,..0 1.30 a� Tract a, OPEN SPACE _ _ t Ax I ,Nfll.__... a]I I.93 5.47 . q In./13 ORn Y'ACL - I 0.3t I - 0.N 0.51 I !NT --i1p111DM S.M I.w a4 {Cd Tract hen CVEN SPAY - 0.23 - P1a Tract ma TFnTIDN .w raw 12.N . • -- �p • rote raw ROAD EXTENSION - T:b _ 065 na=e/x !TE1O111DN 230 2w 1 acNw. Trot 07 SOVEREGN NEMVO _ w , _ 3411 tit/4O REICNTIw1 I.Ta __ na fro h./la ATOM - ORO - 44ro -Tract so -gE1EN1gN aaJ Pact pa NETuwo - Pw tiro mac 03R I. - taw z.N Peet ao %MAIM - 1.27 - 1.27 TrM/w IRETINnON - P34 b lbw -- Tree at 'wE11. - 2-41 - 241 - --_ ----. _ .sT��� Iraq/Aa REIFNTION lw .>♦®�: Tract/u WETLAND - x.w w- 2 1.34 Tr.M Tract0 REMIT. _ a3 ONE - +.x - r.x Trawl a4 LEER - 0.b - aaa - 1 a: 1 n JS�© Oact ace - 1 - 1.14 Tract N RETENTION - s aD 2.42 x 4x 11'- et Trawl as 0(0)40 ufiOt - taw - I.N P.IaDA IKIEN110N • - \®©n. I tom a7 WETLAND OUTER _ D.Ta _ RN 11abL• x+.ea ao ox s�n/A® _•to .:i'G41_..ri 6 me as _ 0.34 Px4 i aanMlO mirror '^""'^ NERAND BUtrE°�- Trod as - 0.51 - Pa, -1'.=e '•�^ Tract/b WETLAND BUSTER I + _ EnArbRUEETa acts - tits OLRBPa'Bpa�lYtl1��12 Ocoee Crown Point PUD Tract aI - _ Ptr - r nest az - 1 Tocl/ DaipalMa Total PUD Land Use Plan/PSP 1 ,,,, ,OF wAv - 1a24 - 1Px+ Trot A. C+.T-OE-WAY TiO 229 rot/Iv. WEND.IT. 242 a Tract/ax RIGHT-OE-WAY - � - aro ease�za REENTox -` Psa omac.Pw+m Tract Nb RIGHT-OF-WAY - M - 0.m 1 h% ROAD EXTENSION O.w J' 2ract/x m -wAv 1.14 - - 1.141ro1/Ire OPEN SPACE et, Tn.W 1-a-WAY _ 1.10_ _ 1.10 -.. (sw NR14 x)trot pa-w JOINT sTURNwAIEN, 11.51 ).b - 1609 '- 1 Tact HI na`::,wuw4Ta1. Hw,.- Aa t>.muem ew a.w 0 AA Tract/15.43-411,50/OCOEE 2101/11wATm - 2250 - 22.6 A NOTE 1: Tract 12 is owned by O(PS prior to the eaawYon of the Inter-Local Agreement NOTE 3: The total acreage of the waterfront village,excluding wetland area and including ie AO RESIUFNTAE-PARK -- -I. 22..00 2x2A00 w od_ regarding Coca-Cola properly,dated June 13,2000.C City of owned by OCPS,the Ponds d('!Tact 43)&5(Trot 45),is 12.02 acme. A Tract/31 %ETLAND - 421 - 4.21 school board has Number m t convey Inter-Local property04021to the of a plo upon ill ho execution Ownershi Ma of A®epdmcol Number n b theof-way,op Agreement and The manage only.only Thepe NOTH/ Tract 51 will a the wet1 ar area �DPDwd P P A tint/Jac wTuro eEVTnI - - PST used foe 1 11 Will a umioy,dg ackf-way,'S(c eth and is gU0 TEl 4 �.;TractDistrict c0,50A,once SOB P 51 01 not its.T included in the Sl.Johns graphically a Water Management Toed: Ne.D as n ram xl..n ® in Ttxt 12H will a nwveyed hack m IX:fS since the pond is contiguous m w Dietria Conceptual Plan for the site.The etnrmwmc pond gmphimlly depicted on .._.__ R •e Excludes ponds within Tteet 12 OCPSowoed pond.The pond in Tram 12A wW be aJoint-use pond Mesa plans is based on a preliminary mom:meter analysis performed for these trans. /y/�,/ e l 004 "Acreages of Tracts 2A,3H,and IOA are included within I tracts. NOTE 2: Allocation of that impervious acrug Ponds is supplemental on the le red The dupe and configuration 50 ion of the pond can be modified Oo eccomodhe the final . w Location of said tracts are subject ro parent pol cahoot the Jm t-Ilse Mumma.mges.S«s is based oral table for stormweter 01 plat far Tract 50,City of&SOB subject o meeting the criteria established by Ye. calculations. SIRWMD saddle of Ocoee. xmm COPY OF ADVERTISEMENT Date Published and Media Name F. ,.213 West Orange Times Thursday, February 3,2022 Advertisement or Article • FIRST INSERTION. NOTICE OF INTENT TO SELL PROPERTY WNW BY THE CITY OF OCOEE ' ` Notice es hereby given that the City Of Ocoee Florida,,will consider a pureliase offer of$3,00o,o00A0 for the following described real property which is owned by the parcel No.'06 22-28.0000-00-005&0642r28 0000 00 082 2012 OcoeeApopkaRoad ,iA pubhchearing Will held at the February15,2022 meebog,of the'CityComans- sign of the City of Ocoee beginning at 6:15 pm or soon thereafter in the City Hall.. Commission Chambers located at 150 North Lakeshore Drive,Ocoee,FL 34761.All interested parties are invited to be heard during the public hearing portion of the meeting._City yall is open to the pal*.tIt is recommended that anyone entering_, City Ball wear'a protective face covering;":' N[elanie Slbbitt City Clerk 22=00307pU+; February 3,2022 ;: , - •