Item # 04 Approval of the Ocoee Crown Point Property Sale to Mattamy Orlando LLC, Phase 2 Closing ocoe
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AGENDA ITEM COVER SHEET
Meeting Date: December 5, 2017
Item #
Reviewed By:
Contact Name: Dana Crosby Collier, Department Director: Scott A. Cookson,
Assistant City Attorney City Attorne,
Contact Number: 407-581-9800 City Manager: Rob Fran f /''
Subject: Ocoee Crown Point property sale to Mattamy Orlando LLC, Phase 2 closing
Background Summary:
On April 21, 2015, following an advertised public hearing, the City Commission approved an
Agreement for Purchase and Sale with Mattamy Orlando LLC for the purchase of the property
known as Crown Point. The property will be closed in two Phases, Phase 1 and Phase 2.
The City and Mattamy Orlando closed on Phase 1 on July 1 , 2016. The Phase 2 closing is to occur
before January 1, 2017. Following discussion on the closing, the parties have agreed upon a
closing date of December 20, 2017.
To summarize the contract terms:
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).
Phase 1 Closing: Occurred on July 1 , 2016.
Phase 2 Closing: Eighteen (18) months after the Phase 1 Closing.
As the parties now prepare to close with Mattamy Orlando, on Phase 2 of the Crown Point property,
it is appropriate to request the City Commission authorize the Mayor to execute all documents
incident to the closing of this transaction.
At the Phase I Closing, Mattamy Orlando delivered to the escrow agent earnest money for capacity
enhancement agreement with Orange County Public Schools (CEA Money). The CEA Money is to
be credited against the purchase price at the Phase II Closing. Mattamy Orlando has requested the
parties approve and execute a Fourth Amendment to Agreement for Sale and Purchase to clarify
this arrangement. Amount in escrow is $550,000.00 plus interest.
Issue:
Should the City Commission approve the Fourth Amendment to Agreement for Sale and Purchase
and authorize Mayor to execute same?
Should the City Commission authorize the Mayor to execute all documents incident to the closing of
Phase 2 of the Crown Point property pursuant to the Agreement for Sale and Purchase between
the City of Ocoee and Mattamy Orlando, LLC?
Recommendations:
City Staff recommends that the City Commission approve the Fourth Amendment to Agreement for
Sale and Purchase and authorize Mayor to execute same and authorize the Mayor to execute all
documents incident to the closing of Phase 2 of the Crown Point property pursuant to the
Agreement for Sale and Purchase between the City of Ocoee and Mattamy Orlando, LLC.
Attachments:
Fourth Amendment to Agreement for Sale and Purchase.
Financial Impact:
None.
Type of Item:
[ ] Public Hearing For Clerk's Dept Use:
❑ Ordinance First Reading ® Consent Agenda
❑ Ordinance First Reading [ ] Public Hearing
❑ Resolution 0 Regular Agenda
[x] Commission Approval
❑ Discussion&Direction
[] Original Document/Contract Attached for Execution by City Clerk
❑ Original Document/Contract Held by Department for Execution
Reviewed by City Attorney 0 N/A
Reviewed by Finance Dept. 0 N/A
Reviewed by ( ) ❑ N/A
FOURTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
THIS FOURTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
("Fourth Amendment") is entered into as of the day of , 2017, by and
between the 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, Purchaser and Seller entered into that certain Agreement for Sale and
Purchase effectively dated April 21, 2015, as amended by that certain Amendment to Agreement
for Sale and Purchase dated as of June 22, 2015, as amended by that certain Second Amendment
to Agreement for Sale and Purchase dated as of May 26, 2016, and as amended by that certain
Third Amendment to Agreement for Sale and Purchase, dated as of June 30, 2016 (collectively,
the "Agreement"); and
WHEREAS, the parties have agreed it is in their mutual interest to further amend the
Agreement, as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing recitals, the sum of
$10.00 and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,the parties agree as follows:
1. Recitals. The foregoing recitals are incorporated herein by reference as true and
correct. Unless otherwise defined herein, any capitalized terms shall have the meaning and
definition set forth in the Agreement.
2. Earnest Money; Escrow Agent. Purchaser and Seller acknowledge and agree
that pursuant to Section 4.7 of the Agreement, at the Phase I Closing, Purchaser delivered to
Escrow Agent the CEA Earnest Money. Purchaser and Seller acknowledge and agree that
Purchaser did not draw on the CEA Money and, as such, the entirety of the CEA Earnest Money
shall be credited against the Phase II Purchase Price at the Phase II Closing. Amount in escrow is
$550,000.00 plus interest.
3. Effect of Agreement. The foregoing terms and conditions are hereby
incorporated into the Agreement. Except as modified herein, the Agreement remains in full
force and effect. In the event of any conflict or ambiguity between the Agreement and this
Fourth Amendment, this Fourth Amendment shall control.
4. Counterparts. This Fourth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original instrument, but all such
counterparts together shall constitute one and the same instrument. Signature and
acknowledgment pages, if any, may be detached from the counterparts and attached to a single
copy of this document to physically form one document.
SIGNATURES APPEAR ON FOLLOWING PAGES]
ail
ORLDOCS 15779367 1 28830.0040
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first
above written.
Signed, sealed and delivered SELLER:
In the presence of:
CITY OF OCOEE,FLORIDA, a Florida municipal
corporation
By:
Print Name: Rusty Johnson, Mayor
Attest:
Print Name: Melanie Sibbitt,Acting City Clerk
Date:
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, APPROVED
AS TO FORM AND LEGALITY THIS APPROVED BY THE OCOEE CITY
DAY OF , COMMISSION AT A MEETING HELD ON
2017. UNDER AGENDA ITEM
NO.
SHUFFIELD, LOWMAN& WILSON,
P.A.
CityAttorney
Y
ORLDOCS 15779367 1 28830.0040 2
Signed, sealed and delivered PURCHASER:
In the presence of:
MATTAMY ORLANDO LLC, a Delaware limited
liability company
Print Name:
By:
Alex Martin, Vice President
Print Name:
And
By:
Print Name: Leslie C. Candes, Vice President
Print Name:
ORLDOCS 15779367 1 28830.0040 3