Item #11 Ocoee Crown Point Property Sale to Mattamy HomesI W Y %
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AGENDA ITEM COVER SHEET
Meeting Date: April 21, 2015
Item # I
Reviewed By
Contact Name: Scott A. Cookson, Department Director:
City Attorney
Contact Number: 407 - 581 -9715 City Manager: Rob Fran
Subject: Ocoee Crown Point property sale to Mattamy Homes
Background Summary:
The City Commission previously selected Mattamy Homes as the preferred purchaser of the Ocoee
Crown Point residential property owned by the City and directed City Staff to negotiate a purchase
and sale agreement with Mattamy Homes. Attached is the proposed contract that has been
executed by Mattamy Homes and the City Manager. Pursuant to Section C- 8(13)(1) of the City
Charter, the City Commission must approve the sale at an advertised public hearing. The purchase
and sale agreement does not become effective until approved by the City Commission.
A summary of the purchase and sale agreement is as follows:
Purchaser: Mattamy Orlando LLC
Purchase Price: $7,500,000 ($3,750,000 paid at the Phase I Closing for the Phase I Property
and $3,750,000 paid at the Phase II Closing for the Phase II Property).
Deposit: $550,000.00 (Initial Earnest Money deposit of $100,000 is increased by an
Additional Earnest Money deposit of $450,000 within five (5) days after the
expiration of the Inspection Period). Purchaser may receive the deposit back at
any time in the event the Purchaser terminates the Agreement prior to the
expiration of the Inspection Period. Purchaser may also receive a return of the
entire deposit in the event the City fails to approve the PUD /PSP Amendment
for the Property. No portion of the $550,000 deposit is applied as a credit
against the Purchase Price at the Phase I Closing; the entire deposit is applied
as a credit against the Purchase Price at the Phase II Closing.
Inspection Period: Sixty (60) days from the Effective Date (the date the City Commission approves
the Agreement). Purchaser may terminate the Agreement for any reason at any
time prior to the expiration of the Inspection Period and receive a return of the
entire deposit.
First Closing: Fifteen (15) days after the City approves the Final Subdivision for the Property
but in no event later than January 15, 2016.
Second Closing: Eighteen (18) months after the First Closing.
Property Division: During the Inspection Period Purchaser and the City will agree upon which
portion of the Property will comprise the Phase I Property and which portion of
the Property will comprise the Phase II Property. The division will account for
the possibility that the Purchaser may close on the Phase I Property and fail to
close on the Phase II Property so that the City may develop or sell the Phase II
Property to another developer.
Product: During the Inspection Period Purchaser and the City will agree upon the
development standards, such as lot sizes, front porch requirements, front
fagade requirements, elevation requirements, finished floor elevations, front step
requirements and garage setbacks.
Amenity Center: During the Inspection Period Purchaser and the City will agree on an amenity on
the Lake Apopka lakefront parcel. Purchaser will contribute $250,000 toward
the Amenity. The $250,000 may be used for planning, engineering and design
services and is returned to Purchaser if not used within ten (10) years.
Closing Costs: Standard closing costs will apply. Purchaser will be responsible for a
commission to Gosselin Commercial Realty ($150,000), the cost of the Survey
and real estate taxes, if any, imposed between the Phase I Closing and the
Phase II Closing. The City will pay for the cost of the Title Policy (approx.
$20,700) and documentary stamp taxes (approx. $52,500).
Issue:
Should the City Commission approve the sale of the Ocoee Crown Point property to Mattamy
Homes and cause that the purchase and sale agreement be executed and become effective?
Recommendations
City Staff recommends that the City Commission approve the sale of the Ocoee Crown Point
property to Mattamy Homes and authorize the execution of the purchase and sale agreement.
Attachments:
Agreement for Sale and Purchase
Financial Impact:
Subject to deduction for normal and customary closing costs, the sale pursuant to the Agreement
for Sale and Purchase will result in the City receiving $7,500,000 for the sale of the Property and an
additional $250,000 towards the City's lakefront Amenity.
Type of Item:
[x]
[x]
Public Hearing
Ordinance First Reading
Ordinance First Reading
Resolution
Commission Approval
Discussion & Direction
For Clerk's Dept Use
❑ Consent Agenda
[x] Public Hearing
❑ Regular Agenda
[x] Original Document/Contract Attached for Execution by City Clerk
❑ Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Scott A. Cookson, Esq. ❑ N/A
Reviewed by Finance Dept. ❑ N/A
Reviewed by ( ) ❑ N/A
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT FOR SALE AND PURCHASE ( " Agreement ") is made and
entered into as the day of April, 2015, by and between CITY OF OCOEE, FLORIDA, a
Florida municipal corporation in its capacity as the owner of the Properties described herein and
the Seller under this Agreement and not in its capacity as a governmental entity with jurisdiction
over the Properties ( " Seller "), and MATTAMY ORLANDO LLC, a Delaware limited liability
company, and /or its permitted assigns (" Purchaser ').
WITNESSETH:
WHEREAS, Seller is the fee simple owner of that certain real property located west of
Ocoee High School near Ocoee Crown Point Parkway and Ocoee- Apopka Road in the City of
Ocoee, Orange County, Florida (the " containing approximately ninety -eight (98) acres
(unless otherwise noted, all references herein to the City shall be deemed to refer to the
municipal boundaries within which the Properties are located and/or the City of Ocoee, Orange
County, Florida in its governmental capacity and not in its capacity as the owner of the
Properties and the Seller under this Agreement). The property is identified by the following
Tract references on the Ocoee Crown Point Amended PUD -Land Use Plan/Preliminary
Subdivision Plan: 2, 2A, 3, 25, 36, 37, 42, 50 and 52 and legally described on Exhibit "A"
attached hereto (the " Properties "), together with (i) all tenements, hereditaments and
appurtenances relating thereto or associated with such Properties, (ii) all improvements,
buildings and fixtures, if any, situated on such Properties, (iii) all permits, approvals,
authorizations, entitlements and licenses to the extent they relate to or affect such Properties, (iv)
all of Seller's right, title and interest in any strip, hiatus, gore, gap or boundary adjustment area
adjoining or affecting such Properties, and (v) all riparian and other water rights relating solely to
such Properties and all right, title or interest of Seiler in any body of water situated on or under
the Properties; and
WHEREAS, Seller, on the terms and conditions set forth below, wishes to sell the
Properties to Purchaser; and
WHEREAS, Purchaser, on the terms and conditions set forth below, wishes to purchase
the Properties from Seller for the purpose of developing and building a minimum of three
hundred (300) detached single family units upon the Properties ( " Purchaser's Intended
Purposes ").
NOW, THEREFORE, for and in consideration of the premises and the mutual promises
set forth herein and Ten and No /100 Dollars ($10.00), and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and
Seller agree as follows:
1. RECITALS The above recitals are true and correct and are incorporated herein
by this reference.
THE PROPERTIES
2.1 Subject to the terms and conditions more particularly set forth herein,
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Purchaser shall acquire a portion of the Properties (the " Phase I Property ") at the Phase I
Closing (hereinafter defined) and the remainder of the Properties (the " Phase II Property ") at
the Phase II Closing (hereinafter defined).
2.1.1 No later than forty -five (45) days following the Effective Date,
Purchaser shall submit to Seller for its review and approval Purchaser's proposed division of the
Properties (the " Proposed Division ") into the Phase I Property and the Phase II Property.
Thereafter the parties shall work together in good faith to agree upon the Proposed Division prior
to the expiration of the Inspection Period. In order to assist Seller with its review of the Proposed
Division, Purchaser's notice to Seller of the Proposed Division: (i) shall be in writing and shall
reference this section of the Agreement and the time periods set forth herein for response, and (ii)
shall include a sketch of each of the proposed Phase I Property and the proposed Phase 11
Property. The Proposed Division shall comply with the following:
(a) Each of the Phase I Property and the Phase 11 Property shall
contain approximately half of the future platted lots (as reflected on the draft (or
approved) PUD /PSP Amendment or Final Subdivision Plan). As used in this paragraph,
"approximately" shall mean that neither the Phase I Property nor the Phase II Property
shall contain greater than five (5) lots more or less than the remaining half of the future
platted lots (as reflected on the draft (or approved) PUD /PSP Amendment or Final
Subdivision Plan).
(b) Provided that the Proposed Division complies with Section
2.1.1(a), it shall not be necessary for the acreages (whether total, gross, net, upland, or
developable) in the Phase I Property and the Phase II Property to be equal (e.g. the
presence of a large conservation area, or extra roadways or common elements, within the
Phase I Property causing an imbalance of the total acres between the Phase I Property and
the Phase 1I Property shall not cause the Proposed Division to be noncompliant).
(c) The Proposed Division shall be such that all of the future
platted lots within each phase shall be adjacent to each other or reasonably grouped
together in close proximity.
(d) The Proposed Division shall be such that each phase shall
be capable of standing on its own (i.e., retention areas, common areas and roads
necessary to serve the future platted lots in the Phase I Property shall be included as part
of the Phase I Property). Likewise, retention areas, common areas and roads necessary to
serve the future platted lots in the Phase II Property shall be included as part of the Phase
Il Property or adequate provisions shall be made with respect to access easements,
construction easements, slope easements and /or joint -use retention ponds to allow the
Phase II Property to be developed utilizing infrastructure in the Phase I Property). The
foregoing shall ensure that if Purchaser does not close on the purchase of the Phase II
Property, the Phase II Property shall be such that it could be marketed, sold and
developed separate and apart from the Phase I Property. Any easement over the Phase I
Property which may be necessary for the development of the Phase II Property shall be
agreed upon prior to the end of the Inspection Period.
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2.1.2 Seller's approval of the Proposed Division shall not be
unreasonably withheld, conditioned, or delayed if such Proposed Division does not deviate in any
material respect from the requirements of Section 2.1.1. The Proposed Division shall be deemed
to have been approved by Seller if Seller shall fail to object to such Proposed Division within ten
(10) days after Seller's receipt of the Proposed Division from Purchaser.
2.1.3 Once the Proposed Division is approved, the metes and bounds
legal descriptions resulting from the division of the Properties into the Phase I Property and the
Phase II Property will be used when conveying the Phase I Property pursuant to a Deed at the
Phase I Closing and when conveying the Phase II Property pursuant to a Deed at the Phase II
Closing.
2.1.4 Purchaser acknowledges that Seller intends to convey an
approximately 13.5 acre tract adjacent to the Properties and depicted on Exhibit "B" hereto (the
" School Site ") to Orange County School Board for an elementary school. Purchaser
acknowledges that the exact acreage and dimensions of the School Site may vary, however, the
Seller agrees to consult with Purchaser as to the size of the School Site and the parties agree to
use good faith efforts to finalize the size and location for the School Site prior to the expiration of
the Inspection Period. Seller agrees that it will join in the Purchaser's request to the Orange
County School Board that they impose a restrictive covenant on the School Site limiting its use to
school or public park purposes. The provisions of this sub - section shall survive Closing.
3. AGREEMENT TO SELL AND PURCHASE Seller agrees to sell the Properties
to Purchaser and Purchaser agrees to purchase the Properties from Seller on terms and conditions
set forth in this Agreement.
4. EARNEST MONEY, ESCROW AGENT
4.1 Within five (5) business days after the Effective Date of this Agreement
(as defined below), Purchaser will deliver to Shutts & Bowen LLP (" Escrow Agent ") the sum of
One Hundred Thousand and No /100 Dollars ($100,000.00) as initial earnest money (the " Initial
Earnest Money ") to be held in escrow in accordance with the terms of this Agreement.
4.2 In the event Purchaser does not terminate this Agreement on or before
expiration of the Inspection Period, then, within five (5) business days after expiration of the
Inspection Period, Purchaser will deliver to Escrow Agent the additional sum of Four Hundred
Fifty Thousand and No /100 Dollars ($450,000.00) as additional earnest money (the " Additional
Earnest Money ") to be held in escrow in accordance with the terms of this Agreement.
4.3 As used in this Agreement, prior to the Phase I Closing, the term " Earnest
Money Deposit shall mean and refer to the Initial Earnest Money and the Additional Earnest
Money, collectively, but only to the extent that Purchaser's obligation to remit such Initial
Earnest Money and /or Additional Earnest Money to Escrow Agent has accrued pursuant to the
terms of this Agreement and such Initial Earnest Money and/or Additional Earnest Money has
actually been received by Escrow Agent. Prior to the Phase I Closing, the Earnest Money
Deposit shall also include any interest that has accrued on the Initial Earnest Money and /or the
ORLDOCS 13745205 7 28830.0040
Additional Earnest Money while in the possession of Escrow Agent. At the Phase I Closing
none of the Earnest Money Deposit shall be applied towards the Phase I Purchase Price (as
hereinafter defined). At the Phase II Closing the entire Earnest Money Deposit (i.e. $550,000.00
plus interest) shall he applied towards the Phase II Purchase Price (as hereinafter defined).
4.4 Escrow Agent shall not be liable except for the performance of its duties
hereunder as specifically set forth herein. Prior to disbursing the Earnest Money Deposit, unless
at the Phase I Closing or the Phase II Closing, or in the event this Agreement is terminated prior
to the expiration of the Inspection Period, Escrow Agent shall notify Seller and Purchaser in
writing that one of the parties has requested disbursement of the Earnest Money Deposit.
Escrow Agent may release the Earnest Money Deposit in the event it does not receive contrary
instructions within five (5) days from the date of delivery of the notice of requested
disbursement. If there is any dispute with respect to the application of the Earnest Money
Deposit, Escrow Agent shall be authorized, but not obligated, to deposit the Earnest Money
Deposit in the court in which any litigation is pending, or if litigation is threatened, to interplead
all interested parties in the Circuit Court of Orange County, Florida, and to deposit the Earnest
Money Deposit with such court. In either case, Escrow Agent shall be fully relieved and
discharged of any further responsibility hereunder. Escrow Agent shall not be liable for any
mistake of fact or error of judgment or any acts or omissions of any kind, unless caused by its
willful misconduct. Escrow Agent may rely on any instrument or signature believed by it to be
genuine, and may assume that any person purporting to give any writing, notice or instruction is
duly authorized to do so by the party on whose behalf such writing, notice or instruction is given.
To the extent permitted by law, the parties agree to indemnify and hold Escrow Agent harmless
from any and all expenses incurred in connection with its duties hereunder, including, but not
limited to, reasonable attorneys' fees and costs and appellate attorneys' fees costs in any action
under this Agreement where Escrow Agent is made a party. The indemnification provided
herein shall not apply in the event of Escrow Agent's willful misconduct. The parties
acknowledge that Escrow Agent is the attorney for Purchaser and that Escrow Agent may
continue to represent Purchaser in the event of a dispute between the parties and such
representation shall not be deemed a conflict of interest by reason of Escrow Agent acting as a
stakeholder of the Earnest Money Deposit. The terms of this section shall survive both Closings
or earlier termination of this Agreement.
4.5 Any portion of the Earnest Money Deposit to be held by Escrow Agent
shall be held by Escrow Agent in escrow in an interest bearing account, subject to disbursement
in accordance with the terms and provisions of this Agreement. Purchaser represents to Seller
and Escrow Agent that its Federal Identification Number is 32- 0079520.
4.6 In the event Purchaser does not terminate this Agreement pursuant to
Section 7 hereof (Inspection Period), the Earnest Money Deposit shall be non - refundable to
Purchaser except as expressly provided: (i) in accordance with the provisions of Section 6 hereof
(Title and Survey); (ii) in accordance with the provisions of Section 9 hereof (Contingencies);
(iii) in accordance with the provisions of Section 11.1.1 hereof (Condemnation); and (iv) in
accordance with the provisions of Section 13.2 hereof (Seller's Default). In all events, the
Earnest Money Deposit paid by Purchaser shall be fully refundable to Purchaser upon
termination of this Agreement by Purchaser pursuant to Section 7 hereof (Inspection Period).
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5. PURCHASE PRICE Subject to credits, adjustments and prorations for which
provisions are hereinafter made, the total purchase price to be paid by Purchaser to Seller for the
Phase I Property shall be Three Million Seven Hundred Fifty Thousand and No /100 Dollars
($3,750,000.00) (the " Phase I Purchase Price "). Subject to credits, adjustments and prorations
for which provisions are hereinafter made, the total purchase price to be paid by Purchaser to
Seller for the Phase II Property shall be Three Million Seven Hundred Fifty Thousand and
No/] 00 Dollars ($3,750,000.00) (the " Phase II Purchase Price ").
6. TITLE AND SURVEY
6.1 Within ten (10) days after the Effective Date, Seller shall, at Seller's
expense, obtain and provide a copy to Purchaser of an ALTA Form B title insurance
commitment in the amount of the Phase I Purchase Price and the Phase II Purchase Price
(collectively, the " Purchase Price ") for an Owner's Title Insurance Policy for the Properties,
together with copies of all instruments referred to in both Schedule A and Schedule B thereof
(the " Commitment ") issued by Fidelity National Title Insurance Company (the " Title
Company ") through its issuing agent Shuffield, Lowman & Wilson, P.A. (the " Title Agent
The Commitment shall evidence that, upon execution, delivery and recordation of the Deeds for
the Properties, and the satisfaction of all requirements specified in Schedule B, Section 1 of the
Commitment, Purchaser shall acquire indefeasible fee simple and marketable title to the
Properties, subject only to the Permitted Exceptions (as defined below).
6.2 Within thirty (30) days after the Effective Date, Purchaser shall, at
Purchaser's expense, obtain and deliver to Seller an updated boundary survey of the Properties
(the " Survey ") prepared by a licensed Florida registered land surveyor in accordance with the
"Minimum Technical Standards for Land Surveying in the State of Florida" (Chapter 21 HH -6,
Florida Administrative Code), including a metes and bounds legal description of all of the Phase
1 Property and the Phase II Property. The Survey shall be in the form required by the Title
Company to delete the standard survey objections in the Commitment and shall show all
improvements, setbacks, easements, encroachments or overlaps on each Property and all matters
affecting title which are capable of being shown on the Survey and are set forth on Schedule 13-
Section II of the Commitment. The Survey shall, at a minimum, be certified to the following
parties: Purchaser, Purchaser's counsel, Seller, Seller's counsel, Title Company and Title Agent.
6.3 Within forty -five (45) days after the Effective Date (the " Title Objection
Period "), Purchaser shall deliver to Seller written notice of any title or survey matters which are
not acceptable to Purchaser (collectively, the " Title Objections If Purchaser raises any Title
Objections, then Seller shall notify Purchaser in writing which, if any, of the Title Objections it
elects to cure within ten (10) days of receipt of the Title Objections. In the event Seller fails to
provide such written notice, Seiler shall be deemed to have elected not to cure any of the Title
Objections; Seller shall be under no obligation to elect to cure or cure any of the Title
Objections. In the event Seller elects to cure one or more of the Title Objections, Seller shall, at
Seller's expense, undertake to cure and remove such Title Objections within thirty (30) days
after receipt of the Title Objections (the " Seller Title Cure Period "). In the event a lien appears
of record which will be discharged by Seller at or prior to the Phase I Closing or from such
Closing's proceeds, then such lien will not be considered to be a Title Objection. Seller shall
notify Purchaser when Seller has cured the Title Objections it elected to cure, if any. If Seller
ORLDOCS 13745205 7 28830.0040 5
does not notify Purchaser on or before expiration of the Seller Title Cure Period whether Seller
has cured the Title Objections, it shall be presumed Seller has been unable to do so. If Seller
shall be unable (or deemed to be unable) to cure the Title Objections it has elected to cure within
the Seller Title Cure Period, then Purchaser shall have the option to: (i) elect to terminate this
Agreement by delivering written notice thereof to Seller; or (ii) waive such defects and accept
title as it then is and without setoff or reduction in the Purchase Price.
6.3.1 Any defect in title or survey which Purchaser does not object to on
or before the expiration of the Title Objection Period, together with any and all Title Objections
Seller has elected or is deemed to have elected not to cure prior to the expiration of the Inspection
Period shall be deemed permitted exceptions ( " Permitted Exceptions "). Included with the
Permitted Exceptions shall be the unrecorded Ocoee Crown Point PUD as amended and the
unrecorded Interlocal Agreement between the City and the Orange County School Board. The
foregoing Interlocal Agreement shall be provided to Purchaser within five (5) days after the
Effective Date. Once the documents have been agreed to by the Purchaser, they may not be
amended or modified by Seller without the consent of Purchaser, such consent not to be
unreasonably withheld, conditioned or delayed.
6.3.2 In the event that Purchaser terminates this Agreement under any
right of termination granted by this Section 6.3, Escrow Agent shall promptly return to Purchaser
the Earnest Money Deposit paid by Purchaser and the parties hereto shall thereafter be relieved of
all rights and obligations hereunder except for those rights and obligations which expressly
survive the termination of this Agreement.
6.4 Not more than ten (10) days prior to the Phase I Closing, Purchaser shall
cause the Title Company to endorse the Commitment to reflect the conveyance of only the Phase
I Property at the Phase I Closing, in the amount of the Phase I Purchase Price, and to update the
effective date of the Commitment to a date within thirty (30) days of the Phase I Closing. Not
more than ten (10) days prior to the Phase II Closing, Purchaser shall cause the Title Company to
endorse the Commitment to reflect the conveyance of only the Phase 11 Property at the Phase II
Closing, in the amount of the Phase 11 Purchase Price, and to update the effective date of the
Commitment to a date within thirty (30) days of the Phase II Closing. If either endorsement to
the Commitment includes any additional requirements in Schedule B- Section I not due to the
actions of Purchaser following the effective date of the Commitment, Seller must satisfy the
same prior to the applicable Closing at Seller's sole cost and expense unless said new
requirements were caused by any action of Purchaser or with the written consent of Purchaser. If
either endorsement to the Commitment includes any exceptions in Schedule B- Section 11 that are
not already Permitted Exceptions not due to the actions of Purchaser following the effective date
of the Commitment, Seller must take all action necessary to delete the same prior to the
applicable Closing at Seller's sole cost and expense unless said new exceptions were caused by
any action of the Purchaser or unless Purchaser consents in writing to the same as a Permitted
Exception prior to the applicable Closing. Failure to satisfy said requirements and/or delete said
exceptions shall be a default under the Agreement by Seller.
6.5 Prior to the Phase I Closing, Purchaser shall, at Purchaser's expense,
obtain and deliver to Seller a revised Survey including only the Phase I Property. Prior to the
Phase II Closing, Purchaser shall, at Purchaser's expense, obtain and deliver to Seller a revised
ORLDOC:S 13745205 7 28830.0040 6
Survey including only the Phase II Property. Within five (5) business days after receipt of either
revised Survey, Purchaser shall deliver to Seller written notice of any survey matters which were
not revealed by the original Survey and are not acceptable to Purchaser and were not caused by
any action of the Purchaser or with the written consent of Purchaser. If Purchaser raises any
such objections, then Seller shall, at Seller's expense, undertake reasonable and diligent efforts to
cure and remove such objections prior to the applicable Closing. If, after the exercise of
reasonable and diligent efforts, Seller shall be unable (or deemed to be unable) to cure such
objections within the time allowed, then Purchaser shall have the option, to be exercised prior to
the applicable Closing, to: (i) waive such defects and accept the applicable Property as it then is
and without setoff or reduction in the Purchase Price; or (ii) elect to terminate this Agreement by
delivering written notice thereof to Seller, in which event the Escrow Agent shall promptly
return the Earnest Money Deposit to Purchaser and the parties hereto shall thereafter be relieved
of all rights and obligations hereunder except for those rights and obligations which expressly
survive the termination of this Agreement.
INSPECTION PERIOD
7.1 Purchaser shall have sixty (60) days from the Effective Date (the
" Inspection Period ") within which to investigate the physical and economic feasibility of
developing the Properties for Purchaser's Intended Purposes including, without limitation,
investigation of all applicable building, zoning, environmental and other codes, ordinances,
statutes, laws, rules and regulations affecting the Properties, storrnwatcr management, zoning
and development standards, impact and development fees, drainage conditions, soils, other
environmental factors, wetland studies, endangered species studies, sewer and water utility
capacity and availability factors, concurrency, moratoriums, entitlements, market demand, and
any other factors whatsoever considered appropriate by Purchaser, in its sole and absolute
discretion, to determine overall project feasibility. For the purposes of conducting its
investigation, Purchaser shall have the right, both during the Inspection Period, and at all other
times that this Agreement is in effect, to personally or through its agents, employees and
independent contractors, to enter upon the Properties for the purposes of inspecting the
Properties, making additional surveys, soil tests, environmental tests, test borings, topographical
studies, endangered species studies, and conducting such other investigations of the Properties
and /or engineering work which Purchaser deems appropriate, in Purchaser's sole and absolute
discretion. Purchaser shall also have the right to meet and consult with Seller's employees with
information relative to the Properties, or development matters related thereto, for the sole
purpose of Purchaser's proposed acquisition and development of the Properties. Purchaser shall
be solely responsible for all costs and fees relating to Purchaser's inspections.
7.2 Purchaser shall assume all risks involved in entering upon the Properties
for the performance of such activities and shall indemnify and hold Seller harmless from and
against all loss, liability, costs, claims, demands, damages, actions, causes of action, suits and
expenses arising out of, related to or caused by Purchaser in the exercise of any of Purchaser's
rights under Section 7.1. Before accessing the Properties, Purchaser shall deliver to Seller a
certificate of insurance naming Seller as an additional insured with policy limits not less than
$1,000,000 per occurrence and $2,000,000 in the aggregate. In the event the Phase I Closing
fails to occur, Purchaser shall, at its sole cost and expense, restore the Properties to substantially
their original condition existing as of the Effective Date. In the event the Phase I Closing occurs
ORLDOCS 13745205 728830.0040 7
but the Phase Il Closing fails to occur, Purchaser shall, at its sole cost and expense, restore the
Phase 11 Property to substantially its original condition existing as of the Effective Date. The
foregoing indemnity, defense and restoration obligations do not apply to: (a) any loss, liability,
cost or expense to the extent arising from or related to the acts or omissions of Seller or its agents
and consultants, (b) any diminution in value in of either Property arising from or relating to
matters discovered by Purchaser during its investigation of the Properties, (c) any latent defects
in the Properties discovered by Purchaser, or (d) the release or spread of any Hazardous
Materials (defined below) which are discovered (but not deposited) on or under the Properties by
Purchaser.
7.3 In the event Purchaser determines, in its sole discretion, which may be
exercised for any reason or no reason at all, that it is not desirable or feasible to develop the
Properties for Purchaser's Intended Purposes or that Purchaser is not satisfied as to any other
matter set forth in Section 7.1 above, or any other matter(s) which Purchaser deems relevant,
then in such event Purchaser may, in Purchaser's sole discretion, elect to terminate this
Agreement by delivering written notice thereof to Seller prior to the expiration of the Inspection
Period and in such event Escrow Agent shall promptly return to Purchaser the Earnest Money
Deposit paid by Purchaser and the parties hereto shall thereafter be relieved of all rights and
obligations hereunder except for those rights and obligations which expressly survive the
termination of this Agreement.
7.4 Seller agrees to deliver to Purchaser within five (5) days after the Effective
Date a copy of each of the following that are in Seller's possession or under its control, all of
which shall be considered the " Seller's Documents ":
7.4.1 Any environmental, wetlands and endangered species reports or
studies, technical data, utility capacity information, soil report, survey, map (including flood plain
map), hydrological reports related to either or both of the Properties; and
7.4.2 Proof of entitlements and concurrency (if any) for either or both of
the Properties;
7.4.3 Notices from government authorities other than from the City
affecting either or both of the Properties; and
7.4.4 All title policies and title instruments (if any) pertaining to any
portion of either or both of the Properties.
7.5 In the event this Agreement is terminated for any reason, Purchaser shall
provide to Seller copies of any plans, surveys, reports, appraisals or other due diligence materials
Purchaser obtained with respect to the Properties, excluding financial analyses, proprietary
information, marketing analyses, and the like. In the event Purchaser is entitled to a return of the
Earnest Money Deposit with such termination, Escrow Agent shall not release the Earnest
Money Deposit to Purchaser until such materials are provided to Seller.
7.6 Purchaser acknowledges that Seller has delivered to Purchaser a copy of
the plans, reports, studies, surveys and other property related information Seller possesses
relating to the Properties (collectively, the " Seller's Documents "). Purchaser acknowledges that
ORLDOCS 13745205 7 28830.0040 8
the Property Documents have been provided without any warranty or guarantee. Purchaser
acknowledges that it has undertaken or will undertake such investigations, inspection and
inquiries as it has deemed necessary or appropriate to verify the information contained in the
Seller's Documents. Purchaser acknowledges and agrees that upon each Closing, Seller shall
sell and convey to Purchaser and Purchaser shall accept the applicable portion of the Properties,
"AS IS WHERE IS ", and there are no oral agreements, warranties, or representations collateral
to or affecting the Properties by Seller or any third party other than those specifically set forth in
this Agreement. The terms and conditions of this paragraph shall survive each Closing and not
merge therein.
7.7 Between the Effective Date and the Phase I Closing, Seller shall not
change or cause the physical condition of the Properties to change relative to its condition on the
Effective Date, absent the prior written consent of Purchaser to any such change. Between the
Phase I Closing and the Phase I1 Closing, Seller shall not change or cause the physical condition
of the Phase II Property to change relative to its condition on the Effective Date, absent the prior
written consent of Purchaser to any such change. For purposes of this Section, changes to the
physical condition of the Properties by Purchaser as a result of actions by Purchaser permitted
under this Section shall not be considered changes to the physical condition of the Properties by
Seller or such changes caused by Seller. Similarly, after the Effective Date, Seller shall not
modify or amend, seek to modify or amend, or cause the Seller's Documents to be modified or
amended absent the application or prior written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed.
8. CLOSING
8.1 Unless otherwise set forth herein, or otherwise agreed in writing between
Purchaser and Seller:
8. 1.1 The closing (" Phase I Closing ") of the sale and purchase of the
Phase I Property shall be held at the offices of Shutts & Bowen LLP (the " Closing Agent ") on the
date that is fifteen (15) days after the City's approval of a Final Subdivision Plan for any portion
of the Properties, but in no event later than January 15, 2016 (the " Phase I Closing Date "). In
the event a Final Subdivision Plan has not been approved by January 15, 2016 and provided that
the Phase I Contingencies have been met, the Phase I Closing shall occur on January 15, 2016.
As used in this section, "approval" shall mean final approval by the City and the expiration of all
appeal periods for the same without an appeal being filed, with such matter being approved
containing no terms, conditions, or provisions that are unsatisfactory or objectionable to
Purchaser in its reasonable discretion.
8.1.2 The closing ( " Phase II Closing ") of the sale of the Phase II
Property contemplated herein shall be held at the offices of the Closing Agent on the date that is
eighteen (18) months after the Phase I Closing Date (the " Phase II Closing Date ").
8.1.3 Notwithstanding any term or provision of this Agreement to the
contrary, Purchaser, in Purchaser's sole discretion, may elect to advance the Phase I Closing to a
date earlier that the Phase I Closing Date and /or to advance the Phase II Closing to a date earlier
that the Phase II Closing Date by providing Seller with written notice of such election not less
ORLDOCS 13745205 7 25830.0040 9
than fifteen (15) days prior to Purchaser's selected closing date; provided, however, that the
delivery of any such notice pursuant to this paragraph shall constitute a waiver by Purchaser of
any then unsatisfied Phase I Contingencies or Phase II Contingencies (as such terms are
hereinafter defined), as applicable to such Closing then being advanced.
8.2 At each of the Phase I Closing and the Phase I1 Closing (collectively, the
"Closin s ", and each individually, a "Closin "):
8.2.1 Purchaser shall pay to Seller, subject to the adjustments and
prorations hereinafter provided for, and subject to the application of the Earnest Money Deposit at
the Phase II Closing as provided in Section 4.3, the Phase I Purchase Price or the Phase II
Purchase Price, as applicable for the Property being conveyed at such Closing.
8.2.2 Seller shall execute and deliver to Purchaser a Special Warranty
Deed (a " Deed ") conveying, in accordance with all applicable laws and ordinances, indefeasible
title to the Property being conveyed at such Closing free and clear of all liens, special
assessments, easements, reservations, restrictions and encumbrances whatsoever except for the
Permitted Exceptions, The Deed for each Closing shall also transfer all of Seller's right, title and
interest in and to: (i) all tenements, hereditaments and appurtenances belonging or in anywise
appertaining to the Property being conveyed at such Closing; (ii) any improvements situated in,
over, under, on, upon, through or across the Property being conveyed at such Closing; (iii) any
strip, hiatus, gore, gap or boundary adjustment area adjoining or affecting the Property being
conveyed at such Closing; and (iv) all riparian and other water rights relating to the Property
being conveyed at such Closing and all right, title or interest of Seller in any body of water
situated on, under or adjacent to the Property being conveyed at such Closing.
8.2.3 Seller shall execute and deliver to Purchaser an Assignment of
Intangible Property and Development Rights and Entitlements (the " Assignment ") pursuant to
which Seller shall transfer, assign and convey to Purchaser and Purchaser shall accept, all for no
additional consideration, all of Seller's right, title, interest in and to: (i) all permits, approvals,
authorizations, licenses, and development entitlements, including without limitation all
concurrency and capacity reservations (including without limitation transportation entitlements
(trips) and school entitlements (seats)), rights, credits (including without limitation transportation
impact fee credits, school impact fee credits, and adequate public facilities credits) and all other
transferrable development rights issued to or for the benefit of the Property being conveyed at
such Closing to the extent they relate to the Property being conveyed at such Closing (including
without limitation development approvals, if any, obtained by Purchaser); and (ii) all subdivision,
site, master drainage, infrastructure, engineering and construction plans related to the Property
being conveyed at such Closing, whether or not approved by the governmental authorities with
jurisdiction over the same.
8.2.4 Seller shall also deliver:
(a) a closing statement;
(b) an owner's affidavit in the form required by the Title
Company to delete the standard exceptions on an owner's title policy; and
ORLDOCS 13745205 7 28830.0040 10
(c) copies of such documents, resolutions and other
instruments as may be required by the Title Company or the Title Agent, in form
acceptable to the Title Company and the Title Agent, to evidence the authority of the
person signing the Deed and other documents to convey to Purchaser the Property being
conveyed at such Closing in accordance with this Agreement.
8.2.5 The Properties are currently exempt from ad valorem taxes and real
property taxes. With the conveyance of the Phase I Property, the Phase I Property will no longer
be exempt and the Phase II Property may no longer be exempt. Purchaser shall be responsible for
all ad valorem and non -ad valorem real property taxes for the current year of Closing applicable
to the Phase I Property and applicable to the Phase II Property being conveyed at each such
Closing, but not for taxes owing prior to the year of Closing. No proration or re- proration of
taxes shall occur. Seller shall cooperate with Purchaser in placing an agricultural lease on the
Properties prior to December 31, 2015. The lease shall be terminable by Seller in the event this
Agreement terminates. In addition, Seller shall join with Purchaser in applying for an agricultural
exemption as to real property taxes, Such application shall be prepared and prosecuted at
Purchaser's expense, but Seller will promptly execute any and all documents necessary for such
application, or other follow up documentation which Orange County may request or require.
Nothing herein shall be construed as a representation or warranty of Seller that such agricultural
exemption will be obtained.
8.2.6 Seller shall pay all pending, certified, confirmed and ratified
charges or assessments against the Property being conveyed at such Closing existing as of the day
before the Phase I Closing Date or Phase II Closing Date, as applicable.
8.2.7 Seller shall pay for state documentary stamp tax on the Deed being
delivered at such Closing (if any). Seller shall pay for the costs of recording of any corrective
instruments necessary to cure any Title Objections to the Commitment for the Property being
conveyed at such Closing, and the cost of its document preparation for such Closing. Seller shall
pay the title premium for the owner's title policy, but not for any endorsements. Purchaser shall
pay its cost of document preparation for such Closing and the cost for the recording of the Deed
being delivered at such Closing, except documentary stamp taxes (if applicable), and any
easements or other documents executed at such Closing intending to be recorded in connection
with such Closing (except for the recording of corrective instruments). Purchaser shall pay for
the Survey and the title premium for all endorsements to the owner's title policy. Each party shall
bear its own attorneys' fees and expenses in connection with each Closing.
8.2.8 The Title Company shall deliver a "marked -up" copy of the
Commitment for the Property being conveyed at such Closing for purposes of insuring the "gap
period" between the last effective date of such Commitment and the recording of the Deed being
delivered at such Closing, unconditionally insuring fee title to Purchaser, subject only to the
Permitted Exceptions.
8.2.9 Seller shall execute and deliver such other documents and
instruments as are helpful or necessary to evidence or effectuate the transactions contemplated
hereby including, without limitation, any other instruments required by the Title Company or
necessary or helpful to consummate this transaction and to evidence the authority of Seller to
ORLDOCS 13745205 7 28830.0040 11
convey the Property being conveyed at such Closing.
8.2.10 The terms of this Section 8.2 shall survive each Closing.
8.2.11 At the Phase I Closing only, the parties shall execute a temporary
construction easement over the Phase II Property (the " Reciprocal Easement "), the form and
substance of which shall be agreed upon by Purchaser and Seller prior to the expiration of the
Inspection Period. Notwithstanding the foregoing, the following terms and conditions shall be set
forth in the Reciprocal Easement relating to the Seller's granting to Purchaser of easement rights
over the Phase I1 Property: (i) the Reciprocal Easement shall encumber that portion of the Phase
Il Property reasonably necessary to allow access to and development of the Phase I Property; (ii)
the Reciprocal Easement shall allow Purchaser, its contractors and agents access to the Phase II
Property in connection with the construction and development activities being conducted by
Purchaser, its contractors and agents on the Properties including use of the Phase II Property as a
staging area; (iii) the Reciprocal Easement shall allow Purchaser, its contractors and agents to
construct improvements over, under, on, upon, through, and across the Phase II Property,
provided that such improvements within the Phase II Property are authorized by and consistent
with the PUD/PSP Amendment and become the property of Seller in the event Purchaser does not
close on the purchase of the Phase II Property; and (iv) such casement rights shall terminate in the
event this Agreement terminates prior to Purchaser's acquisition of the Phase 11 Property. In
addition, the Reciprocal Easement shall provide that at the Phase I Closing Purchaser shall grant
to Seller to the extent the same are necessary for the development of the Phase II Property, such
access easements, construction easements, slope easements and /or drainage easements over
reasonably applicable portions of the Phase I Property to allow the Phase II Property to be
developed utilizing the infrastructure in the Phase I Property should Purchaser not close on the
purchase of the Phase I1 Property. The Reciprocal Easement shall terminate without the need for
any additional documentation, upon the Purchaser's acquisition of the Phase I1 Property.
8.3 After the Phase I Closing, in the event Purchaser determines, in its sole
discretion, which may be exercised for any reason or no reason at all, that it is not desirable or
feasible to develop the Phase II Property, or that it is not satisfied as to any matter set forth in
Section 7.1 as to the Phase II Property or as to any other matter(s) which Purchaser deems
relevant as to the Phase II Property, then, in such event, Purchaser may, in Purchaser's sole
discretion, elect to terminate this Agreement by delivering written notice thereof to Seller prior
to the Phase II Closing Date, in which event Seller shall be entitled to retain the Earnest Money
Deposit and the parties shall thereafter be relieved of all rights and obligations hereunder except
for those rights and obligations which expressly survive the termination of this Agreement. In no
event shall Purchaser's exercise of its rights granted pursuant to this Section 8.3 be deemed an
event of default.
8.4 Except as otherwise set forth in this Agreement, any transportation
entitlements (including trips) and school entitlements (including seats or capacity reservations or
credits) owned or controlled by Seller as of the Effective Date and apportioned to the portion of
the Properties being closed shall be assigned by Seller to Purchaser at each Closing pursuant to
the Assignment for such Closing and shall be included as part of each Property.
ORLDOCS 13745205 7 28830.0040 12
CONTINGENCIES
9.1 The Phase I Closing is contingent upon and subject to those matters
specifically set forth hereinafter in this Section 9.1 (the " Phase I Contingencies
9.1.1. There shall be no moratorium, limitations or other governmental
action preventing the development and /or construction of the Phase I Property for Purchaser's
Intended Purposes.
9.1.2 The PUD/PSP Amendment has been approved.
9.2 The Phase II Closing is contingent upon and subject to those matters
specifically set forth hereinafter in this Section 9.2 (the " Phase II Contingencies
9.2.1 There shall be no moratorium, limitations or other governmental
action preventing the development and /or construction of the Phase II Property for Purchaser's
Intended Purposes.
9.3 Any contingencies set forth in either Section 9.1 and/or Section 9.2 herein
may be waived, lessened, or otherwise removed, in whole or in part, from this Agreement by
Purchaser at any time by delivery of written notification from Purchaser to Seller. if the
provisions of Section 9.1 have not been satisfied or waived in writing by Purchaser on or before
the Phase I Closing Date, then Purchaser may terminate this Agreement. If the provisions of
Section 9.2 have not been satisfied or waived in writing by Purchaser on or before the Phase II
Closing Date, then Purchaser may terminate this Agreement. In the event this Agreement
terminates pursuant to this Section 9.3 due to a failure of any of the contingencies in Section 9.1
or Section 9.2, Escrow Agent shall return to Purchaser the Earnest Money Deposit and the
parties hereto shall thereafter be relieved of all rights and obligations hereunder except for those
rights and obligations which expressly survive the termination of this Agreement.
Notwithstanding the foregoing, in the event:
9.3.1 the City Commission has not taken action on the PUD /PSP
Amendment by the Phase I Closing Date due to delays by the City in either not acting in good
faith or in not timely reviewing the PUD /PSP Amendment consistent with the City's normal
course of business in reviewing and approving development plans, the Purchaser may elect to
either (i) extend the Phase I Closing Date until such time as the City Commission has approved
the PUD/PSP Amendment (whereupon the Phase I Closing Date shall be fifteen days (15) after
such final approval), or (ii) terminate this Agreement at any time after a closing deadline has
expired but before such final approval has occurred, whereupon the Earnest Money Deposit shall
be returned to Purchaser in full; and
9.3.2 the City Commission has not taken action on the PUD/PSP
Amendment by the Phase I Closing Date due to delays caused by the Purchaser in either not
acting in good faith or in not timely submitting the PUD/PSP Amendment for review by the City
consistent with the City's normal course of business in reviewing and approving developer plans,
the Seller may elect to either (i) extend the Phase I Closing Date until such time as the City
Commission has approved the PUD /PSP Amendment (whereupon the Phase I Closing Date shall
be fifteen days (15) after such final approval), or (ii) terminate this Agreement at any time after a
OKLDOCS 13745205 7 28830.0040 13
closing deadline has expired but before such final approval has occurred, whereupon the Earnest
Money Deposit shall be released to Seller in full; and
9.3.3 the City Commission acts on the PUD /PSP Amendment but fails to
approve the same, the Earnest Money Deposit shall be returned to Purchaser in full.
9.4 Seller shall cooperate in good faith with Purchaser at no cost or expense to
Seller in Purchaser's efforts to apply for and obtain approval of any permits and approvals
sought by Purchaser in connection with the purchase or development of the Properties. In
furtherance and not in limitation thereof, where required by the applicable governmental
authority(ies) and /or reasonably requested by Purchaser, Seller shall promptly execute any
agreements, documents, instruments, applications, approvals, authorizations, or submissions
requiring the consent or joinder of the record owner of any portion of the Properties.
10. REPRESENTATIONS AND WARRANTIES
10,1 Seller hereby represents and warrants to Purchaser that each of the
following are true and correct as of the Effective Date as to both of the Properties, shall be true
and correct as of the Phase I Closing Date as to both of the Properties as if such representations
and warranties were made on the Phase I Closing Date, and shall be true and correct as of the
Phase 11 Closing Date as if such representations and warranties were made on the Phase 11
Closing Date but as to the Phase II Property only (regardless of the usage of "Properties" in the
following representations and warranties), and each of the following shall be deemed
independently material and shall survive any Closing for a period of twelve (12) months:
10.1.1 This Agreement constitutes a valid and binding obligation of the
Seller and is enforceable against Seller in accordance with its terms;
10.1.2 The execution and delivery of all instruments and documents
required hereunder to be obtained or authorized by Seller in order to consummate this transaction
have been or will be obtained and authorized as so required;
10. 1.3 There are no actions, suits, claims, demands or proceedings of any
kind or nature, legal or equitable, affecting the Properties or any portion thereof, and that to the
best of Seller's knowledge there are no liens, special assessments, easements, reservations,
restrictions, covenants or encumbrances other than matters of public record affecting the
Properties;
10. 1.4 There are no other persons or entities known to Seller who have any
rights to acquire the Properties or have any rights or claims therein or thereto or for any portion
thereof except as may appear of public record;
10.1.5 Other than as set forth in documents recorded in the Public Records
of Orange County, Florida the Properties are not any type of security or collateral for any
obligation;
10.1.6 There are no outstanding state or federal tax liens, claims or
demands against the Seller which constitute or will constitute a lien against the Properties or any
ORLDOCS 13745205 7 28830.0040 14
portion thereof,
10.1.7 Except as otherwise provided for in this Agreement, on and after
the Effective Date, Seller shall not convey, transfer or encumber the Properties, take any action to
cause the Properties to be conveyed, transferred or encumbered, or grant any interest in the
Properties to any person or entity other than to Purchaser as contemplated in this Agreement;
10.1.8 Seller will not take any action during the term of this Agreement
which would hamper or impede the consummation of the transactions contemplated herein or
which would cause any of the representations and /or warranties made in this Section 10.1 to
become untrue, inaccurate or incomplete in any material respect;
10.1.9 Seller, prior to Closing, shall operate in a manner consistent with
the continued truthfulness of the aforesaid representations and warranties and will notify
Purchaser promptly of any occurrence, notification or variation in the representations or
warranties contained herein;
10.1.10 Seller has received no written notification and, to the best of
Seller's knowledge, has received no other notification from any individual, corporation,
governmental authorities, bureau or authority which pertains to or concerns a violation or
suspected violation of any environmental or ecological law or regulation relating to the
Properties;
10. L I I To Seller's actual knowledge without investigation and except as
may be disclosed in any reports or materials previously provided to Purchaser, there presently
does not exist and there has never existed on, above, or under the Properties any Hazardous
Material, and that to the best of Seller's knowledge without investigation and except as may be
disclosed in any reports or materials previously provided to Purchaser, neither Seller, nor any
other person, has ever caused or permitted any Hazardous Materials to be placed, held, located or
disposed of, on, under or at the Properties or any part thereof. To the best of Seller's knowledge
without investigation and except as may be disclosed in any reports or materials previously
provided to Purchaser, no part of the Properties has ever been used as a manufacturing, storage or
dumpsite for Hazardous .Materials, nor is any part of the Properties affected by any Hazardous
Materials Contamination;
" Hazardous Materials shall mean: (a) any "hazardous waste" as defined
by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et M.), as
amended from time to time, and regulations promulgated thereunder; (b) any "hazardous
substance" as defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended from time to time, and the
Superfund Amendments and Reorganization Act of 1986, as amended from time to time, and
regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls; (e) petroleum,
petroleum by- products or petroleum constituents; (f) any substance the presence of which is
prohibited by any governmental requirement; and (g) any other substance which by any
governmental requirement requires special handling in its collection, storage, treatment or
disposal;
ORLDOCS 13745205 7 28830.0040 15
" Hazardous Materials Contamination shall mean the contamination
(whether presently existing or hereafter occurring) of any improvements, facilities, soil, ground
water, ambient air, subsurface strata, biota or other elements on, or of, the Properties by
Hazardous Materials, or the contamination of any improvements, facilities, soil, ground water,
ambient air, subsurface strata, biota or other elements on, or of, any other property as a result of
Hazardous Materials emanating from the Properties;
10.1.12 To Seller's actual knowledge without investigation and except as
may be disclosed in any reports or materials previously provided to Purchaser, there are no
underground storage tanks located on the Properties, and to Seller's actual knowledge without
investigation and except as may be disclosed in any reports or materials previously provided to
Purchaser no portion of the Properties has ever been used for a garbage dump, landfill or service
station or other business selling petroleum or petroleum products;
10.1.13 To Seller's actual knowledge, there is no pending moratorium on,
or other impediment to, immediate sewer, water or other utility availability which is applicable to
any portion of the Properties nor is any such moratorium contemplated or threatened; and
1.0.1.14 To Seller's actual knowledge, other than as set forth in documents
recorded in the Public Records of Orange County, Florida, no commitments have been made to
any Governmental Authority, school board, church or other religious body, or any other
organization or individual relating to the Properties which would impose an obligation on
Purchaser or its successors or assigns to make any contributions or dedications of money or land
to construct, install or maintain any improvements of a public or private nature on or off the
Properties.
10.2 Purchaser hereby represents and warrants to Purchaser that each of the
following are true and correct as of the Effective Date, shall be true and correct as of the Phase I
Closing Date as if such representations and warranties were made on the Phase I Closing Date,
and shall be true and correct as of the Phase II Closing Date as if such representations and
warranties were made on the Phase II Closing Date, and each of the following shall be deemed
independently material and shall survive any Closing for a period of twelve (12) months:
10.2.1 This Agreement constitutes a valid and binding obligation of the
Purchaser and is enforceable against Purchaser in accordance with its terms;
10.2.2 The execution and delivery of all instruments and documents
required hereunder to be obtained or authorized by Purchaser in order to consummate this
transaction have been or will be obtained and authorized as so required; and
10.2.3 Subject to the commission to be paid to Broker, who represents
Purchaser and not Seller on this transaction, as set forth in Section 16 of this Agreement, no
person or entity was paid a fee, commission, gift or other consideration by Purchaser contingent
upon receipt of the selection by the City to enter into this Agreement.
10.3 The failure of any of the representations, warranties or covenants
contained in Section to be true and correct on the Effective Date, on the Phase I Closing Date,
and the Phase II Closing Date (as to the Phase I1 Property only) shall be a default under this
ORLDOCS 13745205 7 28830.0040 16
Agreement. The terms of this Section shall survive both Closings for a period of twelve (12)
months.
11. DEVELOPMENT CRITERIA Purchaser and Seller shall work together in good
faith during the Inspection Period to agree upon the development standards, such as lot sizes,
front porch requirements, front facade requirements, elevation requirements, finished floor
elevations and front step requirements and garage setback, and elevation requirements. In
addition, Purchaser shall comply with the following development requirements:
(a) Access Road In connection with its development of the Properties,
Purchaser shall construct with the development of the Phase I Property the roadway from
Ocoee Crown Point Parkway to provide access to the City's waterfront village property
to the north of the Properties (the " Access Road ") as depicted on Exhibit "B" attached
hereto. The Access Road shall be at least twenty -four feet (24') wide with curbs and
gutters with stormwater to be accommodated by ponds to be built within the Properties or
to the pond to be built by Seller within Tract 44. The parties agree that any lots located
adjacent to the Access Road may have direct driveway access on the Access Road.
(b) Master Stormwater System Seller has completed a portion of a master
stormwater system (the " Master Stormwater System "). In connection with the
development of the Phase I Property, Purchaser shall design the stormwater system for
the Properties to complement the existing Master Stormwater System and to accept
stormwater from the future elementary school site, but, provided the school board
consents to such restriction, only if it is used for such a school or remains vacant. During
the Inspection Period, the parties shall agree on any necessary easements for the Master
Stormwater System. Such easement shall include a cost sharing mechanism for the
construction and maintenance of such system.
The development criteria and development obligations contained in this Section shall be set forth
in a declaration recorded at the Phase I Closing and the terms thereof shall survive Closing.
12. TRACT 1 DEVELOPMENT AMENITY During the Inspection Period, Seller
and Purchaser shall agree upon a shared community amenity to be located on the lakefront parcel
owned by Seller and designated as Tract I on the Crown Point PUD Master Plan ( "Ameni ").
Notwithstanding the foregoing, in connection with the Amenity the parties agree that: (i) Upon
construction, the Amenity will be owned and operated by Seller and open to the public, (ii)
Purchaser shall contribute $250,000 toward the Amenity; and (iii) to the extent permitted by
Florida law, all recreational impact fees paid in connection with the Properties shall be utilized
for construction of the Amenity. The terms and obligations contained in this Section shall be set
forth in a declaration recorded at the Phase I Closing and the terms thereof shall survive Closing,
which declaration shall be agreed upon prior to the end of the Inspection Period. The declaration
shall provide for the contribution to be held in escrow until such time as the City has incurred
costs equal to or greater than $250,000. The parties acknowledge that the City may seek
reimbursement from the $250,000 contribution for planning, engineering and design services
relating to the Amenity in addition to construction costs. In the event any amount of the
$250,000 remains in escrow at the end of ten (10) years from the date of the Phase I Closing, the
remaining funds shall be returned to Purchaser. Nothing contained herein shall be deemed to be
ORLDOCS 13745205 7 28830.0040 17
an exemption applicable to the Properties from the Code of Ordinances of the City with respect
to providing Code - required on -site amenities within the Properties.
13. PUD /PSP AMENDMENT For purposes of this Agreement, the parties
acknowledge that the term " PUD /PSP Amendment shall mean and refer to an amendment to
the PUD Land Use Plan /Preliminary Subdivision Plan for the Properties and other property
owned by the Seller which Seller desires to include in such plans. Purchaser shall, at Purchaser's
sole cost and expense, prepare and apply for approval of the PUD/PSP Amendment by
submitting said plan to the City for review within thirty (30) days following the expiration of the
Inspection Period. The Purchaser shall proceed in good faith and with appropriate diligence to
obtain the PUD /PSP Amendment. The processing of the PUD /PSP Amendment will follow all
normal development review and permitting procedures and all application fees, review costs,
building permit fees, and impact fees will be the responsibility of the Purchaser. Nothing herein
shall be deemed to bind the City from exercising its legislative powers in approving or denying
the PUD/PSP Amendment or any other applications and plans submitted for the Properties.
14. FINAL SUBDIVISION PLAN For purposes of this Agreement, the parties
acknowledge that the term " Final Subdivision Plan mean and refer to final engineering
plans for any portion of the Properties and allow, with the payment of applicable fees, Purchaser
to continence its intended development of such portion of the Properties. Purchaser shall, at
Purchaser's sole cost and expense, prepare and apply for approval of the Final Subdivision Plan
by submitting said plan to the City for review and approval following approval of the PUD/PSP
Amendment. Purchaser, at its sole cost and expense, shall apply for and proceed in good faith
and with appropriate diligence to obtain the Final Subdivision Plan. The processing of the Final
Subdivision Plan will follow all normal development review and permitting procedures and all
application fees, review costs, building permit fees, and impact fees will be the responsibility of
the Purchaser. Nothing herein shall be deemed to bind the City from exercising its legislative
powers in approving or denying the Final Subdivision Plan or any other applications and plans
submitted for the Properties. Notwithstanding anything contained herein to the contrary,
approval of the Final Subdivision Plan shall not be a condition precedent to either Closing.
15. CONDEMNATION
15.1 If, prior to either Closing, all or any part of either Property (including
without limitation all or any part of the Phase II Property prior to the Phase Il Closing) is
condemned or an action has been instituted for condemnation through the exercise of the power
of eminent domain or inverse condemnation, and such condemnation does or would, in
Purchaser's reasonable judgment, materially or adversely affect the number of lots on the
Property yet to be purchased, then Purchaser, at Purchaser's election, may:
15.1.1 Terminate this Agreement by delivering written notice to Seller
whereupon Escrow Agent shall return to Purchaser the Earnest Money Deposit and the parties
hereto shall thereafter be relieved of all rights and obligations hereunder except for those rights
and obligations which expressly survive the termination of this Agreement; or
15.1.2 Consummate the transaction and the applicable Closing and receive
any condemnation proceeds paid or payable as a result of any such condemnation or threat of
ORLDOCS 13745205 7 28830.0040 18
condemnation. In the event that Purchaser elects to consummate the applicable Closing, then
Seller hereby agrees to transfer and assign any and all rights which it may have in and to any
proceeds of such condemnation or threatened condemnation to the Purchaser in conjunction with
and at the time of the applicable Closing.
16. BROKER AND COMMISSION Purchaser has agreed to pay a real estate
brokerage commission in the event, and only in the event, as to each Property, a Closing for such
Property occurs, to Gosselin Commercial Realty (the " Broker "), in an amount equal to two
percent (2 %) of the applicable Purchase Price. Seller and Purchaser represent to each other that,
except for the Broker, neither party is aware of any person or entity which would be entitled to a
commission, finder's fee, compensation or brokerage fee upon the consummation of this
transaction. Except as set forth above and to the extent provided by law, Seller and Purchaser
agree to, and each does hereby indemnify and hold the other harmless from and against all
liabilities and expenses, including reasonable attorneys' fees, paralegal fees and costs incurred, at
both the trial. and appellate levels, in connection with any claims for commission, compensation,
or otherwise, for the bringing about of this transaction, or the consummation hereof, which may
be made against the other, as a result of any acts of Seller or Seller's representatives, or as a
result of any acts of Purchaser or Purchaser's representatives as the case may be. The terms of
this provision shall survive both Closings or termination of this Agreement.
1.7. DEFAULT AND REMEDIES
17.1 Cure Period In the event either party fails to comply with or perform any
of the conditions, covenants or agreements contained in this Agreement and prior to the exercise
of the rights hereinafter provided to either party, the defaulting party shall be entitled to written
notice of the specific default, breach, or other problem and to ten (10) days after the receipt of
that written notice in which to cure said default, breach or other problem, except the parties shall
only have three (3) days to cure a failure to timely close the transaction contemplated hereby. If
such default, breach or other problem is not corrected within the applicable period, then an event
of default shall have occurred and the parties shall be entitled to the rights and remedies
hereinafter set forth.
17.2 Default bySeller
17.2.1 In the event of a default by Seller prior to the Phase I Closing, then,
Purchaser may, at Purchaser's election, either: (i) terminate this Agreement by delivering written
notice to Seller whereupon Escrow Agent shall return to Purchaser the Earnest Money Deposit
and the parties hereto shall thereafter be relieved of all rights and obligations hereunder except for
those rights and obligations which expressly survive the termination of this Agreement; or (ii)
alternatively, Purchaser may treat this Agreement as continuing in full force and effect and pursue
an action against Seller for specific performance, provided that such action is commenced within
one hundred and twenty (120) days following Purchaser's actual knowledge of the default.
Purchaser expressly waives the right to pursue an action for damages against Seller.
17.2.2 In the event of a default by Seller after the Phase I Closing, then,
Purchaser may, at Purchaser's election, either: (i) terminate this Agreement by delivering written
notice to Seller whereupon Escrow Agent shall return to Purchaser the Earnest Money Deposit
ORLDOCS 13745205 7 28930.0040 19
and the parties hereto shall thereafter be relieved of all rights and obligations hereunder except for
those rights and obligations which expressly survive the termination of this Agreement; or (ii)
alternatively, Purchaser may treat this Agreement as continuing in full force and effect and pursue
an action against Seller for specific performance, provided that such action is commenced within
one hundred and twenty (120) days following Purchaser's actual knowledge of the default. All
subject to applicable law, Purchaser expressly waives the right to pursue an action for damages
against Seller, unless such default is the Seller's breach of a representation and warranty
following the Phase I Closing or following the Phase II Closing.
17.3 Default by Purchaser In the event of a default by Purchaser, then Seller,
as Seller's sole and exclusive remedy, shall be entitled to retain the Earnest Money Deposit as
full liquated damages. The parties hereto hereby acknowledge that it is impossible to more
precisely estimate the specific damage to be suffered by Seller, and the parties hereto expressly
acknowledge and agree that the retention of the Earnest Money Deposit by Seller in the event of
Purchaser's default represents a bona fide provision for liquidated damages and not a penalty and
such provision is incorporated herein for the benefit of both Seller and Purchaser. Thereafter, all
rights, liabilities and obligations of Purchaser and Seller under this Agreement shall terminate
except for those rights and obligations which expressly survive the termination of this
Agreement. In no event shall Seller be entitled to initiate litigation seeking legal or equitable
remedies, including, but not limited to the right of specific performance or damages, against
Purchaser.
17.4 Defaults under Other Instruments Notwithstanding any term or provision
of this Agreement to the contrary, in the event that either Purchaser or Seller shall fail to comply
with or perform any of the conditions, covenants or agreements contained in this Agreement, that
by the terms of this Agreement are to be set forth in an instrument delivered at either Closing, or
in the event that either Purchaser or Seller shall fail to comply with or perform any of the
conditions, covenants or agreements contained in this Agreement which conditions, covenants or
agreements are in fact set forth in an instrument delivered at either Closing, then the remedies
available for a breach of such conditions, covenants or agreements shall be as set forth in such
instrument delivered at such Closing and shall not be governed by this Agreement.
17.5 No Default for Failure to Close on Phase II Property For avoidance of
doubt, and notwithstanding any term or provision of this Agreement to the contrary, the
termination of this Agreement after the Phase I Closing but prior to the Phase II Closing, by
either Purchaser or Seller under an express right of termination granted herein, shall not operate:
(i) to terminate any term or provision of any instrument executed in connection with the Phase I
Closing; (ii) to terminate any term or provision of this Agreement that expressly survives a
termination of this Agreement; (iii) to effect the validity of, or give right to a right to rescind, the
Phase I Closing in any way; or (iv) to terminate any term or provision of this Agreement
applicable to the Phase I Property which, from the context of this Agreement, was meant to
survive any termination of this Agreement after the Phase I Closing but prior to the Phase II
Closing.
ORLDOCS 13745205 7 28830.0040 20
18. NOTICES
18.1 Any notices which may be permitted or required under the terms and
provisions of this Agreement to Purchaser, Seller or Escrow Agent shall be in writing and shall
be deemed to have been duly given, except as otherwise provided in this Agreement, as of the
date and time the same are received by the parties to whom the notices are sent. If any party
provides for a copy (or copies) of such notice to be delivered as set forth below, notice to such
party shall be deemed given only in the event such copy (or copies) are also deemed received.
Such notices shall be deemed received upon hand delivery or by Federal Express or equivalent
overnight courier and evidenced by a notation on the records of that courier that such notices
were delivered to the parties at the following addresses, or if sent by facsimile, upon receipt of
written confirmation from the transmitting facsimile machine that such notices were delivered to
the parties at the following facsimile numbers, or if sent by electronic mail (e- mail), upon receipt
of written confirmation from the transmitting computer that such notices were delivered to the
parties at the following email addresses:
To Seller: City of Ocoee, Florida
Attn: City Manager
150 N. Lakeshore Drive
Ocoee, FL 34761
Telephone No.: (407) 905 -3111
Facsimile: (407) 905 -3118
Email: rfrank(ii;ococe.or>)
With a copy to: Shuffield, Lowman & Wilson, P.A.
Attn: Scott A. Cookson, Esq.
1000 Legion Place, Suite 1700
Orlando, FL 32801
Telephone No.: (407) 581 -9800
Facsimile No.: (407) 581 -9801
Email: scookson("a: slhuffieldlowman.com
To Purchaser: Mattamy Orlando LLC
Attn: Jim Leiferman, Division President
1900 Summit Tower Blvd., Suite 500
Orlando, FL 32810
Telephone No.: (407) 599 -2228
Facsimile No.: (407) 599 -9998
Email: iim .iciferman!ci',mattamyhomes.com
With a copy to: Mattamy (Jacksonville) Partnership
Attn: Leslie Candes, Assistant General Counsel
1900 Summit Tower Blvd., Suite 500
Orlando, FL 32810
Telephone No.: (407) 599 -9994, ext. 265
Facsimile No.: (407) 599 -9998
Email: les lie .candesl�z %niatrlmyholnes.coni
ORLDOCS 13745205 7 28830.0040 21
To Escrow Agent: Shutts & Bowen LLP
Attn: Daniel T. O'Keefe, Esq.
300 S. Orange Avenue, Suite 1000
Orlando, FL 32801
Telephone No.: (407) 423 -3200
Facsimile No.: (407) 849 -7256
Email: dokecfe"' shutts.com
18. 1.1 Failure to conform to the requirement of the forms of notices above
shall not defeat the effectiveness of notice actually received by the addressee, but such notice
shall be deemed given only upon such actual receipt. Address for notice may be changed by
giving notice hereunder.
18.1.2 Notwithstanding the provision hereof to the contrary, legal counsel
for either party may provide any notice required or permitted hereunder solely by direct
communication from said party's legal counsel to legal counsel for the other party pursuant to
methods of notice permitted under this Section.
19. MISCELLANEOUS PROVISIONS
19.1 Possession Possession of each Property shall be delivered to Purchaser
upon delivery of the Deed for each applicable Property from Seller.
19.2 No Waiver; Rights Cumulative Neither the failure of either party to
exercise any power or right herein provided or to insist upon strict compliance with any
obligation herein specified nor any custom, use or practice at variance with the terms hereof shall
constitute a waiver of either party's right to demand exact compliance with the terms and
provisions of this Agreement. Except as expressly limited the terms of this Agreement, all
rights, powers and privileges conferred herein shall be cumulative and not restrictive of those
provided at law or in equity.
19.3 Entire Agreement; Modification This Agreement contains the entire
agreement of the parties and no representations, inducements, promises or other agreements,
oral, written or otherwise, between the parties which are not embodied within this Agreement
shall be of any force or effect. Any amendment to this Agreement shall not be binding upon any
of the parties hereto unless such amendment is in writing and fully executed by all parties whose
rights, as set forth in this Agreement, pertain thereto.
19.4 Survival This Agreement and each of the provisions hereof shall not
survive the Phase I1 Closing hereunder, except as specifically provided herein.
19.5 Binding Effect The provisions of this Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective successors, devisees
and assigns.
19.6 Counterparts This Agreement may be executed in multiple counterparts,
each of which shall constitute an original, but all of which taken together shall constitute one and
the same Agreement. Signature pages may be detached from the various counterparts and
ORLDOCS 13745205 7 28830.0040 22
attached to a single copy of this document to physically form one document. A facsimile or
electronic version of any signature hereto shall be deemed an original for all purposes.
19.7 Headings, Gender The headings inserted at the beginning of each section
are for the convenience of the parties only and do not add to or subtract from the meaning and
contents of each section. Words of any gender used in this Agreement should be held and
construed to include any other gender, and words of a singular number shall be held to include
the plural, and vice - versa, unless the context requires otherwise.
19.8 Further Assurances On and after the Effective Date, Seller and Purchaser
shall, at the request of the other, make, execute and deliver or obtain and deliver all such
affidavits, deeds, approvals, certificates, resolutions and other instruments and documents, and
shall do or cause to be done all such other things which either party may request and which are
reasonably required to effectuate the provisions and intention of this Agreement.
19.9 Severability This Agreement is intended to be performed in accordance
with and only to the extent permitted by all applicable laws, ordinances, rules and regulations. If
any of the provisions of this Agreement or the application thereof to any person or circumstances
shall for any reason and to any extent be invalid or unenforceable, then the remainder of this
Agreement and the application of such provisions to other persons or circumstances shall not be
affected thereby but shall be enforced to the greatest extent permitted by law.
19.10 Time of the Essence Time is of the essence of this Agreement.
19.11 Choice of Law This Agreement shall be governed by and construed and
enforced in accordance with substantive laws of the State of Florida. The prevailing party in any
legal proceedings to enforce or interpret the Agreement shall be entitled to reimbursement for all
costs incurred, including reasonable attorneys and paralegal fees at all levels of proceedings,
such costs to be charged against the losing party as part of the final order or judgment issued in
such proceeding.
19.12 Calculation of Time Periods Unless otherwise specified, in computing
any period of time described in this Agreement, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day of the period so
computed is to be included, unless such last day is a Saturday, Sunday, or legal holiday for
national banks in Orange County, Florida, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday, or legal holiday for national banks in the County.
The last day of any period of time described herein shall be deemed to end at 5.00 p.m. local
time in Orange County, Florida.
19.13 Assignment Seller shall not assign its rights under this Agreement
without the prior written consent of the Purchaser. Purchaser shall not have the right to assign
this Agreement without the prior written consent of Seller; provided, however, that Purchaser
shall have the right to assign this Agreement to a related entity or affiliate of Purchaser without
obtaining the Seller's prior written consent.
19.14 Recording Neither this Agreement nor any notice of it shall be placed of
record in the Public Records of Orange County, Florida, or in any other jurisdiction.
ORLDOCS 13745205 7 28830.0040 23
19.15 Radon Gas Pursuant to the provisions of Section 404.056(8), Florida
Statutes, Seller hereby notifies City as follows with respect to the Property: "Radon is naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health unit."
19.16 Public Hearing Pursuant to the Charter of the City, this Agreement has
been approved by the City Commission of the City following the holding of an advertised public
hearing.
19.17 Non - Waiver of Sovereign Immunity Nothing contained in this
Agreement or in any instruments executed pursuant to the terms of this Agreement shall be
construed as a waiver or attempted waiver by the Seller of its sovereign immunity under the
constitution and laws of the State of Florida.
20. EXHIBITS The following is a list of the exhibits to this Agreement. Each and
every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement
is and shall be construed to be made a part of this Agreement by such reference or other mention
at each point at which such reference or other mention occurs, in the same manner and with the
same effect as if each exhibit were set forth in full at length every time it is referred to or
otherwise mentioned in this Agreement.
Exhibit "A" - Legal Description of the Property
Exhibit `B" - Depiction of School Site and Access Road
21. WAIVER OF JURY TRIAL SELLER AND PURCHASER HEREBY
MUTUALLY, KNOWINGLY, VOLUNTARY AND INTENTIONALLY WAIVE ANY
RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY AND ALL
CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, ANY AFFIRMATIVE DEFENSES, COUNTERCLAIMS, OR
CROSS CLAIMS, BASED ON THIS AGREEMENT OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY WITH RESPECT HERETO OR THERETO WHETHER
SUCH CLAIMS OR CAUSES OF ACTION ARE KNOWN OR UNKNOWN AT THE TIME
OF EXECUTION OF THIS AGREEMENT. FURTHERMORE, NONE OF THE
UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY ACTION IN WHICH A JURY
TRIAL HAS BEEN WAIVED WITH ANY ACTION IN WHICH A JURY TRIAL CANNOT
BE WAIVED. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PURCHASER
ENTERING INTO THIS AGREEMENT (OR ANY AGREEMENT EXECUTED IN
CONNECTION WITH THIS AGREEMENT) FROM, OR WITH SELLER.
22. EFFECTIVE DATE The effective date of this Agreement (the " Effective Date ")
shall be the date it is approved by the City Commission.
ORLDOCS 13745205 7 28830.0040 24
23. APPROVAL BY CITY COMMISSION Purchaser acknowledges that pursuant
to Section C- 8(B)(1) of the City Charter, this Agreement must be approved by the City
Commission following the holding of an advertised public hearing. Execution of this Agreement
by the City Manager shall not be deemed to bind the City as Seller hereunder. Purchaser shall
execute this Agreement prior to Seller placing this Agreement on an agenda for the City
Commission's approval. Purchaser shall have the right to withdraw this Agreement for
consideration by the City Commission by providing notice to the City prior to the City
Commission approving this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ORLDOCS 13745205 7 28830.0040 25
IN WITNESS WHEREOF, the parties have caused these presents to be executed as of
the day and year first written above.
Signed, sealed and delivered
in the presence of:
SELLER:
CITY OF OCOEE, FLORIDA, a
Florida municipal corporation
Print Name:
Print Name:
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE, APPROVED AS TO
FORM AND LEGALITY THIS DAY
OF .2015.
SHUFFIELD, LOWMAN AND WILSON, P.A.
City Attorney
Rob Frank, City Manager
CITY OF OCOEE, FLORIDA, a
Florida municipal corporation
LI
S. Scott Vandergrift, Mayor
Attest:
Date:
Beth Eikenberry, City Clerk
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
, 2015 UNDER
AGENDA ITEM NO.
ORLDOCS 13745205 7 28830.0040 26
Signed, sealed and delivered
iie presence of:
Print Name:
P 'nt Name: KC UH Ti2A«
PURCHASER:
MATTAMY ORLANDO LLC, a Delaware limited
liability company
BY: Mattamy (Jacksonville) Partnership, a Florida
general partnership, its Manager
By: Calben (Florida) Crgelperapartner
rati jn, a
Florida corporatio
Printed lame: Jim Leiferr
As its: Authorized Officer
And
By: MBC (Florida) Corporation., a Florida
corporation, general pa r
Printed Name: Leslie C. Candes
As its: Vice President
April 14, 2014
Date:
ORLDOCS 13745205 7 28830.0040 27
EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
The Property shall consist of the following Tracts as depicted on the Ocoee Crown Point
Amended PUD -Land Use Plan /Preliminary Subdivision Plan:
Tracts, 2, 2A, 3, 25, 36, 37, 42, 50 and 52.
The metes and bounds legal description for the Property will the metes and bounds legal
description set forth on the Survey obtained by Purchaser pursuant to Section 6.2 of the
Agreement.
ORLDOCS 13745205 7 28830.0040 28
EXHIBIT "B"
DESCRIPTION OF THE SCHOOL SITE
The School Site shall consist of the tract conveyed to the Orange County School Board pursuant
to Section 2.1.4 of the Agreement in the general location of Tract 4 on the Ocoee Crown Point
Amended PUD -Land Use Plan/Preliminary Subdivision Plan.
The metes and bounds legal description for the School Site will the metes and bounds legal
description set forth on the deed of conveyance to the Orange County School Board.
ORLDOCS 13745205 7 28830.0040 29
COPY OF ADVERTISEMENT
Date Published and Media Name
D2 I Features I Orlando Sentlnel Tuesday, April 14, 2015
Advertisement or Article
— PUb - 1k Hearing
Notices
NOTICE OFPUBUC HEARING
CITY OF OCOEE
The City intends to sell the following
real property to Mattamy Orlando,
LLC, at a purchase Price of $3,750,000
(Phase I Purchase Price) and
$3,750,000 (Phase 2 Purchase Price):
DESCRIPTION: Property ocated
West of Ocoee High School near Ocoee
Crown Point Parkway and Ocoee -
Apopka Road in the City of Ocoee,
conta ining approximately 98 acres of
Iand ocated within the Ocoee Crown
Point Amended PUD -Land Use Plan/
Preliminary Subdivision Plan, tract
references: 2, 2A, 3, 25, 37, 42, 50 and
52.
A Copy Of the prapOSed 60108
contract along with a sketch showing
the location of the above referenced
Property is available for Public review
at the Office of the City Clerk between
the hours of 8:00 a.m. and 5:00 p.m.,
Monday through Friday. Mattamy
Orlando, LLC, Proposes to develop a
minimum of 300 detached single family
units With a final subdivision plan to be
opprmd at a later date by the Ocoee
City Commission.
The Ocoee City Commission will
consider the Proposed sole to Matta my
Orlando, LLC, at a Public hearing to
be held on April 21, 2015 at 7:15 p.m .
or as soon thereafter as practical at
Ocoee City Hall, 150 N. Lakeshore
Drive, Ocoee. Interested parties may
appear at the meeting and be heard
with respect to the proposed actions.
This Notice Is given Pursuant to Section
C -8(B) of the City of Ocoee Charter.
NOTICE: Any person who desires
to appeal any decision made by
Commission with respect to any matter
considered at such meeting will need
a record of the Proceedings and for
such Purpose may need to ensure that
a verbatim record of the Proceeding
Is mode, which record Includes the
testimony and evidence upon which
the appeal Is based. Persons with
disabilities needing assistance to
participate In any of these Proceedings
should contact the Office of the City
FL 3,4761, N40Lakeshore 5- 3100,48 Drive, Ocoee,
advance of the meeting.
Beth Eikenberry, City Clerk
ORG3206117 4/14/15