Emergency Item 01 First Amendment to Purchase Agreement for Wire Development's Purchase of City Owned Property at Crown PointContact Name:
Contact Number:
Meeting Date: August 16, 2022
Michael Rumer
f
Item
Reviewed By:
Department Director: Michael
City Manager: Robert Frank
Background Summary:
The City entered into an Agreement for the Purchase and Sale of City -owned land in the Ocoee Crown Point
PUD with Wire Development LLC, on February 17, 2022. The agreement provided for a 180-day inspection
period at which the Agreement could be canceled without penalty. The title work and survey ordered by the City
were delayed due to a mix-up on the parcel numbers which put Wire Development LLC, behind in their inspection
of the properties and therefore is requesting additional time (120 Days) to complete its inspection period. This
First Amendment provides for an additional 120-days for inspections.
Issue:
Request the City Commission to approve a First Amendment to the Agreement for Purchase and Sale of City -
owned land for Wire Development LLC.
Recommendations:
Recommend the City Commission approve a First Amendment to the Agreement for Purchase and Sale of City -
owned land for Wire Development LLC to extend the Inspection Period to December 15, 2022.
Attachments:
Contract Amendment for Wire Development LLC
Original Contract
Financial Impact:
No adjustment to the Financial Aspects f the Purchase Contract.
Type of Item: (please mark with an `x')
Public Hearing
Ordinance First Reading
Ordinance Second Reading
Resolution
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
Reviewed by Finance Dept.
Review ed by
For Clerk's Dept Use:
Consent Agenda
Public Hearing
Regular Agenda
N/A
N/A
N/A
This First Amendment to Agreement for Purchase and Sale (this "Amendment") is
entered into as of , 2022 (the "Amendment Effective Date"), by and
between CITY OF OCOEE, a Florida municipal corporation, established under the laws of
the State of Florida ("Seller") and WIRE DEVELOPMENT LLC, a Florida limited liability
company (the "Buyer").
RECITALS
A. Seller and Buyer entered into that certain Agreement for Purchase and Sale
dated February 17, 2022 (the "Agreement"), with respect to the sale of certain Property as
more particularly defined in the Agreement.
B. Seller and Buyer desire to amend the Agreement as provided in this
Amendment.
C. Unless otherwise defined in this Amendment, the capitalized terms in this
Amendment shall have the meaning given to them in the Agreement.
NOW, THEREFORE, for and in consideration of the foregoing, the promises and
covenants herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Seller- and Buyer agree as follows:
1. Inspection Period. The Inspection Period, as defined in Section 11 of the
Agreement, is hereby extended to 11:59 p.m. Eastern Time on December 15, 2022.
2. Ratification. Except as modified hereby, all terms and conditions of the
Agreement are hereby ratified and confirmed and remain in full force and effect. In the
event of any conflict between any term set forth in the Agreement and this Amendment,
the terms of this Amendment shall control.
3. Counterparts/Facsimile. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which shall
constitute one and the same document. Execution and delivery of this Amendment may be
accomplished via electronic transmission.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, Seller and Buyer have caused this First Amendment
to be duly executed as of the Effective Date.
SELLER:
City of Ocoee, Florida
Rusty Johnson, Mayor
ATTEST:
Melanie Sibbitt, Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY THE APPROVED BY THE OCOEE CITY
CITY OF OCOEE, FLORIDA; APPROVED AS COMMISSION
TO FORM AND
LEGALITY this day of ,
20
Scott Cookson, City Attorney
2
AT A MEETING HELD ON
UNDER AGENDA ITEM NO:
WIRE DEVELOPMENT LLC,
a Florida limited liability company
By: _
HAol Col 'ns-Ga cia, Manager
TIHS AGREEMENT FOR PURCIRASE AND SALE (the "Agreement") is made this
17th day of February , 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
Florida limited liability company, with an address of 101 S. 12"' Street, Suite 101, Tampa,
Florida 33602, or its permitted assignee (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.
A. Seller is the legal and equitable owner of approximately 16.19 acres of 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 depicted on 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 "Pro e "):
(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
4813-581 Z-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 to be paid by Buyer to Seller at Closing for
the Property (the "Purchase Price") shall be THREE MILLION AND No/100 DOLLARS
($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 SEVENTY-FIVE THOUSAND AND No/100 DOLLARS ($75,000.00) (which
amount, together with any interest earned thereon, shall hereafter be referred to as the
"Deposii"). 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 Agent who 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.
Closing Documents.
(a) At the time and place of Closing, sole and exclusive possession of the Real
Property is to be delivered free of all leases and other occupancy by 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
"Assignment Agreement") 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 parties have consent or approval right over such assignment.
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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 Shufffield, Lowman & Wilson, P.A. (the "Title A gent"). 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 Obieetions"). 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
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 Conunitment delivered to Buyer or first appearing
on any update to the Title Commitment (collectively, the "Mandatoi-y 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 objections by 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, Buyer shall, 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
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, Proration 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.
(fl 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 Property and 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 of one -hundred seventy-five (175)
multifamily residential units together with associated recreational 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
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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 fiom 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 obtained all final, 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 approval with 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 satisfied to 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 Buyer elects 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.
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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 "VWage Center Road").
It is anticipated that the Village Center Road will be relocated to a location on the Land mutually
acceptable to the Seller and Buyer and depicted on the Initial Site Plan to 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 light -
of -way, which Seller shall be obligated to maintain, repair and replace at Seller's sole cost and
expense. The parties anticipate that the cost to complete the Village Center Road Improvements
4813-5812-5310, v. 1
shall be substantially similar to the 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 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 in the 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
identify and determine the location of the connection points 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
deliver and perform this Agreement and all agreements
Agreement; no consents of any third party are required.
enforceable against Seller in accordance with its terms.
Agreement on behalf of Seller has the authority to do so.
power and authority to execute,
and documents referred to in this
This Agreement is binding and
The person who has executed this
4813-581 Z-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 which might 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 no pending 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.
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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
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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
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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 the Property 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 Section 6 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.
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4813-5812-5310, v. 1
13. Operations Prior to Closing.
(a) Seller agrees to maintain the Property between 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. Closina. 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 set forth 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 advance of 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 provided all of Seller's conditions to
Closing are satisfied as of such Early Closing Date.
16, Casually, Condemnation. All risk of loss or damage to the Property by casualty
of any nature prior to Closing shall be bome 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
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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 or abatement 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 shall violate 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 ("Hotice")
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
101 South 12t" Street, 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: icovelli@ipfirtn.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 persoii 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.
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4813-5812-5310, v. 1
(d) This Agreement may be 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
fiirther 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.
0) 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 170) 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 190) of this Agreement.
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4813-5812-5310, v. 1
(1) 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
SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE
EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND
STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL
INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED
FROM YOUR COUNTY PUBLIC HEALTH UNIT.
(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 Agent shall 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 Agent harmless 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 by the 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 Immuntty. 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]
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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:
Title:
Attest:,
City Clerk
Date:
W. . M. IN
I
Shuffiold, Lowman & Wilson, P.A.
19
I. . . . . . . . . . . .
ON /5- 2Imo. UNDER
A ti NDA ITEM NO 13.
4813-5812-5310, v. 1
PTII
4813-5812-5310, V. 1
BUYER:
WIRE DEVELOPMENT LLC, a Florida
limited liability company
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: Sean K. Sanford
Title; Escrow Officer
21
4813-5812-5310, v. 1
BEG AT S\V COR OF SEC 6-22-28 RUN W 769.91 FT N 763.16 FT TO SELY R'RLINE OF W OF W ORANGE TRAIL N 44 DEG E 431.34 FT NELY
70 L09 FT N 73 DEG E 844.41 FT SELY 357 24 FT N S4 DEG E 10.01 FT SELY 26.95 FT SWLY 1653.6S FT W 590.30 FT TO POB & BEG NW COR
OF SAID SEC 07.22.28 RUNS 849 FTALONG SEC LINE TH NELY 1040 FT TON LINE OF SEC TH W 642 FT ALONG N LINE OF SEC TO POB
S BEG SE COR OF SEC 01-22-27 RUN W ALONG SEC LINE 769.91 FT N 44 DEG E 1083.72 FT TH RUNS ALONG SEC LINE 763.16 FT TO POB
6: (LESS CON12\4 AT SE CORNER OF SEC I TH NO.20.26W ALONG E LINE OF SE I A OF SAID SEC 1 A DIST OF 8OFT TO POB THN LEAVING
SAID E LINE OF SE V4 OF SAID SEC 1 RUN S89.41.401E 373.85 FT TO POC OF CURVE CONCAVE RT HAV A RAD OF 50OFT AND A CENT
KING OF 29.49-01 TH ALONG ARC OF SAID CURVE A DIST OF 260.2FT TO SELY R'\\' LI\B OF W ORANGE TRL TH THE FOLLOWING
COURSES AND DIST ALONG SAID SELY R1V LINE N44-55-56E 876.12 FT TH SO-20.26E 3.5FT TH N44.55.46E 431.54 FT TO POC OF CURVE
CONCAVE RT HAV A RAD OF 1404.9 FT AND A CENT ANG OF 28-35-33 TH ALONG ARC OF SAID CUR\'E A DIST OF 701.09FT TO POT TH
N73-31-19E 323.43FT TH LEAVNG SAID SELY R'\\' LINE RUN S15-51-31E 176.73 FT TH N90E •152.38 FT TO WLY R'\V LIVE OF OCOEE-
APOPI:A RD BEING APT ON A NON -TAN CUR\'E CONCAVE ELY HAV A RAD OF 2351.S3FT A CENT ANG OF 0.57.20 AND A CH OR 39.22FT
THAT BEARS S4.32-55E TH THE FOLLOR'ING COURSES AND DIST ALONG ARC OF SAID CURVE A\D \FLY WW LINE A DIST OF 39.22FT
TH N84-58-24E 10.01FT TO APT ON A NON -TAN CURVE CONCAVE NELY HA\' A RAD OF 2341.83FT A CENT ANG OF 00-39-34 AND A CH OF
26.95 FT TO POT TH S5041012E 107.55FT TO NRLY RR' LINE OF STATE RD 429 BEING APT ON A NON -TAN CURVE CONCAVE SELY HA\' A
RAD OF 3064.79 FTA CENT AiN'G OF 30.54.55 AND A CH OF 1633.69FT THAT BEARS S44-24.26W TH LEAVING SAID R'LY R1V LINE RU'N
ALONG ARC OF SAID CURVE A\'D NRLY R1\' LNE A DIST OF 1653.68FT TO S LINE OF S W 14 OF SEC 6 TH LEAVNG SAID N\VLY RN
LNE RU'N N89-43.59E ALONG S LINE OF SWIA OF SAID SEC 6 A DIST OF 74 27FT TO NRLY RR' LNE OF FULLERS CROSSROAD BEING
APT ON A NON -TAN CURVE CO\CA\T SELY HAV A RAD OF 317.9FT A CE\TANG OF 33.58-25 AND CH OF 185.75 FT THAT BEARS S53-9-
34R' TH LEAVING THE S LINE OF S\V IN OF SAID SEC 6 RUN ALONG ARC OF SAID CURVE AND NRLY R\V LLNE A DIST OF 188.5FT TO
POT TH S36-10-30W ALONG \n\2Y R W LINE 18.S9FT TH LEAVNG SAID NRLY R-AV LINE 18.89FT TH LEAVI\G SAID Wi :LY R4V LINE
R'N N43-27.32RF 27.07FT TO POC OF A CURVE LT HAV A RAD OF 590FT AND A CENT ANG OF 46-50-49 TH ALONG ARC OF SAID CURVE A
DIST OF 482AFT TO POT TH S89-41-40W 55.21FT TO POB.)
PORTION OF SWlA OF 0622.28 LYING N OF WEST ORANGE TRAIL, 1V OF OCOEE APOPKA RD, SRLY OF WBSTYN BAY PH I PB 54, 29, C
SELY OF OCOEE CROF\'N POT\T PLM PH I PB 6324