Item #10 Ocoee Crown Point Property Sale to Mattamy Orlando LLC1 '�
Ocoee
ilorldo
AGENDA ITEM COVER SHEET
Meeting Date: July 21, 2015
Item # /Q
Reviewed By
Scott A. Cookson,
Contact Name: City Attorney Department Director:
Contact Number: 407 - 581 -9715 City Manager: Rob. F
Subject: Ocoee Crown Point property sale to Mattamy Orlando LLC
Background Summary:
On April 21, 2015, following an advertised public hearing, the City Commission approved a
purchase and sale agreement with Mattamy Orlando LLC for the purchase of the property known as
Crown Point. A summary of relevant provisions 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 to be paid on or before June 25,
2015. 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.
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.
On June 22, 2015, Stephen Cook, attorney for Mattamy Orlando LLC, sent a letter to the City
Manager requesting an extension of the First Closing deadline from no later than January 15, 2016
to June 1, 2016. An Amendment to Agreement for Sale and Purchase was also sent to the City. In
the event the City does not extend the First Closing deadline, the purchase and sale agreement will
be deemed terminated as of June 22, 2015 and Purchaser will receive a return of the deposit.
In the event the City desires to continue under contract with Mattamy Orlando LLC and is agreeable
to moving the First Closing from an outside date of January 1, 2016 to June 1, 2016, the City would
execute the Amendment and the parties would remain under contract. The deposit would then only
be refundable to Mattamy Orlando LLC in the event the City defaulted under the contract or the City
failed to approve the amendment to the PUD which is currently under review by City Staff.
Issue:
Should the City Commission approve the Amendment to Agreement for Sale and Purchase thus
extending the date for the First Closing until June 1, 2016?
Recommendations
City Staff recommends that the City Commission approve the extension of the First Closing and
finalize the Amendment to Agreement for Sale and Purchase.
Attachments:
Amendment to Agreement for Sale and Purchase
Financial Impact:
The $3,750,000 payment at the First Closing would not be received on or prior to January 15, 2016,
but instead would be received on June 1, 2016.
Type of Item:
[ ] Public Hearing For Clerk's Dept Use:
❑ Ordinance First Reading ❑ Consent Agenda
❑ Ordinance First Reading [ ] Public Hearing
❑ Resolution ❑ Regular Agenda
[x] Commission Approval
❑ Discussion & Direction
[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
SHUTTS
- M
BOWEN
LLP
Founded 1910
STEPHEN E. COOK
OF COUNSEL
(407) 835 -6750 Direct Telephone
(407) 237 -2244 Direct Facsimile
June 22, 2015
EMAIL RFRANK(i ,OCOEE.ORG
City of Ocoee, Florida
Attention: City Manager
150 North Lakeshore Drive
Ocoee, Florida 34761
E -MAIL ADDRESS:
scook @shutts.com
Re: Agreement for Sale and Purchase ( "Agreement ") by and between City of
Ocoee, Florida ( "Seller ") and Mattamy Orlando LLC ( "Purchaser ")
Client- Matter No. 28830.0040
Dear Mr. Frank:
This letter is being sent pursuant to Sections 7.3 and 18.1 of the Agreement, and
constitutes the Purchaser's conditional termination of the Agreement. The Purchaser has
determined that it will be necessary to extend the closing deadline for the Phase I Closing for the
purpose of accommodating Purchaser's fiscal year end. Due to the time constraints of the end of
the Inspection Period the Purchaser must request such extension in the form of this letter.
The Purchaser respectfully requests an extension of the Phase I Closing deadline to June
1, 2016. Attached hereto is a simple, proposed contract amendment to effect such extension. In
order to expedite the process, Purchaser has executed the proposed Amendment. In the event the
Seller determines that it is unwilling to grant the extension and execute the attached amendment,
the Seller is advised that the Purchaser hereby terminates the Agreement, effective as of the date
of this Letter.
300 South Orange Avenue, Suite 1000, Orlando, Florida 32801 • ph 407.423.3200 • fx 407.425.8316 • wwwshutts.com
MIAMI FORT LAUDERDALE WEST PALM BEACH ORLANDO TAMPA TALLAHASSEE AMSTERDAM
City of Ocoee, Florida
June 22, 2015
Page 2
We look forward to working with you towards a successful closing.
Very truly yours,
j 4� L _F (6 0 1
Steph n E. Cook
SEC /cys
cc: Leslie Candes, Esq. (via email: leslie.candes @mattamyhomes.com)
Jim Leiferman (via email: jim.leiferman @mattamyhomes.com)
Keith Trace (via email: keith.trace@mattamyliomes.com
Scott Cookson, Esq. (via email: scookson @shuffieldlowman.com)
ORLDOCS 14093189 1
AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
THIS AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
( "Amendment ") is entered into as of the 22nd day of June, 2015, by and between CITY OF
OCOEE, FLORIDA, a Florida municipal corporation in its capacity as the owner of the
Properties and not in its capacity as a governmental entity with jurisdiction over the Properties
( "Seller "), and MATTAMY ORLANDO, LLC, a Delaware limited liability company
( "Purchaser ").
WITNESSETH:
WHEREAS, Buyer and Seller entered into that certain Agreement for Sale and Purchase
effectively dated April 21, 2015 (the "Agreement "); and
WHEREAS, the parties have agreed it is in their mutual interest to amend the Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the sum of $10.00 and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The foregoing recitals are true and correct and are incorporated herein by
reference.
2. The deadline for the Phase I Closing set forth in Section 8. 1.1 of the Agreement is
hereby extended until June 1, 2016 at 5:00 PM EDT, regardless of an earlier approval of the
PUD /PSP Amendment.
3. The Purchaser will deliver the Additional Earnest Money to the Escrow Agent
within two (2) business days after Seller executes and delivers this Amendment to Purchaser. If
Seller has not executed and delivered this Amendment to Purchaser by July 15, 2016 at 5:00 PM
EDT, Seller shall be deemed to have rejected Purchaser's request, and the Earnest Money
Deposit shall be returned to Purchaser.
4. Except as modified by this Amendment, the terms and conditions of the
Agreement are hereby ratified and confirmed by the parties. All defined terms shall have the
meaning assigned to them in the Agreement, unless otherwise expressly provided herein. In the
event of a conflict between the terms of the Agreement and the terms of this Amendment, the
terms of this Amendment shall govern.
5. This Amendment may be executed by electronic mail, fax and in any number of
counterparts, each of which shall constitute one and the same instrument, and either party hereto
may execute this Amendment by signing any such counterpart.
ORLDOCS 14093107 1
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
Signed, sealed and delivered SELLER:
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
CITY OF OCOEE, FLORIDA, a Florida
municipal corporation
S. Scott Vandergrift, Mayor
Attest:
Beth Eikenberry, City Clerk
Date:
APPROVED BY THE OCOEE CITY
COMMISSION AT A METTING HELD ON
, 2015 UNDER
AGENDA ITEM NO.
ORLDOCS 14093107 1 2
Signed, sealed and delivered
in the presence of
nt Nam . a- K . In V r, rte ,
P ntName• tE
PURCHASER:
MATTAMY ORLANDO LLC, a Delaware limited
liability company
firl
And
1
rint Name:
P nt Name: A 711 a
ORLDOCS 14093107 1
Mattamy (Jacksonville) Partnership, a Florida
general partnership, its Manager
By: Calben (Florida) Corporation, a
Florida Woration, general partner
Printed Name: t4.c \"
As its: Authorized Officer
By: MBC (Florida) Corporation, a Florida
corporation, general partner
Printed ame: Leslie C. Candes
As its: Vice President