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Item 19 Discussion of an Unsolicited Offer from Summit XV Holdings, LLC to Purchase 13.51 acres of City-owned Property Located at 2012 Ocoee Apopka Road
ocoC_ C florida AGENDA ITEM COVER SHEET Meeting Date: December 4, 2018 Item # / I/ Reviewed By: • Contact Name: Craig Shadrix XDepartment Director: Contact Number: 407-905-3111 City Manager: Robert Frank Subject: Discussion of an unsolicited offer from Summit XV Holdings, LLC to purchase 13.51 acres of city-owned property located at 2012 Ocoee Apopka Road Background Summary: In the year 2000, the City acquired 318± acres of land from the Coca Cola Company known as the Crown Point Property for a total price of $3,750,000.00, bringing the price per acre of parcels to $11,792.45. The City subsequently sold select parcels from this transaction at cost to the Orange County School Board. All of the holdings of both agencies are part of the Crown Point PUD which is a contract zoning agreement that sets specific uses within the entire property complex. Since that time, the City has selectively sold off pieces of the property as market demands produced robust offers for purchase that could be considered beneficial to the City. The most recent of these transactions, the 303 lot subdivision by Mattamy Homes, resulted in a high quality single family subdivision that has arguably become the fastest selling single family subdivision in West Orange County. The City recently received an unsolicited offer from Summit XV Holdings LLC for purchase of 13.51 acres (see map attachment) of the Crown Point PUD that includes the following tracts: 6C, 6E, 6F, 6G, 20, 27, and 33. These tracts range in uses from "village center" to "mixed use," and development standards in the PUD require an urban style of development. Additionally, the adopted traffic mitigation plan requires that tract 33 be constructed as an urban street section (referred to as Main Street) that connects Crown Point Parkway to Ocoee Apopka Road. The offer by Summit XV Holdings (attached) is a standard contract that offers a price of $93,750.00 per net useable acre with the intent to utilize the inspection and due diligence periods to obtain necessary approvals to construct a townhome subdivision at an approximate density of ten dwelling units per acre. Addendum A of the attached contract offer contains a summation of the terms of the contract. According to Section C-8 (2) of the City Charter, "When any proposal for the disposition of real property owned by the city, either by sale or by lease for a term exceeding five (5) years, shall receive a majority vote of the members of the City Commission and the fair market value of the real property concerned exceeds one hundred thousand dollars ($100,000.), such action shall not be effective unless it has been acted upon by the City Commission after a public hearing preceded by at least seven (7) days' notice of the hearing and the proposed action by publication in the manner set forth above. If the City 1 Commission wishes to proceed with evaluation of this offer, the appropriate steps are for the City to obtain a fair market appraisal of the land and, assuming the appraisal supports the price, negotiate the contract terms (if necessary). Once the contract is negotiated but before execution by the City, the City would hold an advertised public hearing on the matter. Assuming the City Commission elected to proceed following such hearing, the City Commission would approve execution of the contract. Issue: Should the City Commission authorize staff to obtain an appraisal of the fair market value of city-owned property located at 2012 Ocoee Apopka Road appropriating up to $3500 from the contingency fund balance; and, pending the appraisal, to negotiate a sales agreement with Summit XV Holdings LLC? Recommendations It is recommended that the City Commission authorize the City Manager and Attorney to obtain a fair market appraisal of the property using up to $3500 from the contingency fund balance; and, pending the appraisal, to bring a contract to the Commission in compliance with Section C-8 of the City Charter for its consideration. Attachments: Location map/aerial of parcel Proposed contract by Summit XV Holdings LLC Financial Impact: As of the November 20, 2018 City Commission meeting, the contingency fund balance was $51,500, which is more than adequate funding from which to obtain the cost of the appraisal. Using the per acre cost of $11,792.45 that the City of Ocoee paid to acquire said property in the year 2000, the proposed offer of $93,750.00 far exceeds the up-front expenditures, and a proposed townhome subdivision on the site, if approved, would provide additional tax base to the City. 2 YY3 2 °' 1::;1 Le - [loon : 11H I m 03 O of V O Por d K Y G N M QQ Ip A .Ori W V W W 0 7 C 0 N C f)„ Cit , 3 , g...1 _ : 117 7 gg R IS �g _ o rj u, O a c ET; o 1 6.:1' A .. r"t N ¢A N 0 0-5 g 52 g g= a N j,- 'O .vt n y, 7 i► .2 N d O d� u��i 7. cil 13 0 c g3 .�7. c a Q �d 7m7o7�' w '� v, a so a. 7 9 a A o''� c °o' a2X3 :24. a 3N EG— b a O 7l N N Ng El tiN n 33m�I _ .TZ, Z0 }~� �; a � CN /c64fb. N. y/ ,err' ., '.' icy , a l ,•�,,e,1 t '�` .,...„70+:44,4':i. "" Jµ+• s �:.[,St,3 ' .t x f / �' STAR+ ,,,A y sE q '' ' }pfd P :, .�t 1,.I;YY y O • ' / P'.° 2 .11 ' .4 . ' V lip,'‘ .Ittf it i ce hk �:‘..' IN i f ' .^ter 'PPV ,,r tt 1 'y 4, WC •' . �,dk .rit,.�'S1 ika.e A4 ... ,. ,lksw ,� • , /‹... tt41 ,-../N.,.. N. '144 IF6 N :o � :411:: y � .4"...."'"c/ 44 t� � "I C orolitAOCi �~ _�_ _ 11118/...._-::: - I Creat d: 1112-8f2018 This map is for reference only and is not a survey. rm Simplicity , Page 1 a „y� Vacant Land Contract ' � �C)rI R2a�ta s 1- 1. Sale and Purchase: /14S c►T OF O L o C G ("Seller") 2- and .Sun- w,I-I X V I404.,,Wr.IV sLGc- ("Buyer") 3 (the"parties")agree to sell and buy on the terms and conditions specified below the property("Property") 4 described as: 5- Address: Z 0 -L ocolac A9oPKra 120A1] s- Legal Description: 7 012,./.taIsgi Coin!?y ?ARC g.-4 06.. a 1.--2 1 - 0C.0d - 00 - ODs 8 9 10 11- SEC_/TWP_/RNG_of County, Florida. Real Property ID No.: 12- including all improvements existing on the Property and the following additional property: 13 r /' 14- 2. Purchase Price: (U.S.currency) ,.�# .4:....../}.AA. :NDvr"* A $ 15 All deposits will be made payable to"Escrow Agent"named below 40 held in escrow by: 16- Escrow Agent's Name: -Shot►TN, YYMAcxi/V1✓on/ }' 17- Escrow Agent's Contact Person: At„F-4 MA LkiAU"1J 18- Escrow Agent's Address: 75 3 .S . 0ftr"t.1lrg. At" Su)7A 12,0 c Of714•03o 0 32801 19. Escrow Agent's Phone: 4/01 5'13 0 0 20- Escrow Agent's Email: IAt n.X @ 5 '7,,,,-n.i phAeui iv nioN. G 0 M 21 (a) Initial deposit($0 if left blank)(Check if applicable) 22- O accompanies offer 23- 1 'will be delivered to Escrow Agent within days(3 days if left blank) 24- after Effective Date $ Z ) COO. OQ 25 (b) Additional deposit will be delivered to Escrow Agent(Check if applicable) 26- ❑ within days(10 days if left blank)after Effective Date 27- ❑ within days(3 days if left blank)after expiration of Feasibility Study Period $ 28- (c) Total Financing (see Paragraph 5)(express as a dollar amount or percentage) 29- (d) Other: $ 30 (e) Balance to close (not including Buyer's closing costs, prepaid items, and prorations) 31- to be paid at closing by wire transfer or other Collected funds $ 32- (f) ❑ (Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.)The 33. unit used to determine the purchase price is ❑ lot [Macre ❑square oaQt 0 other(specify): 34- prorating areas of less than a full unit.The purchase price will be$ 31'7%SI>.0t7 per unit based on a 35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in 36 accordance witft Paragraph 7(c).The followin�Q rights of way and other areas will be excluded from the 37- calculation: YE R V$'1.A B L I 1 15 0,I.,-OA LU t 4 G P. gt. Tort 'Tt3?gtJpF_1) 1).Sg . 38 3. Time for Acceptance; Effective Date: Unless this o er is signed by Seller and Buyer and an executed copy 39- delivered to all parties on or before //*"3o - 1 5 , this offer will be withdrawn and Buyer's deposit, if 40 any,will be returned.The time for acceptance of any counter offer will be 3 days after the date the counter offer is 41 delivered. The"Effective Date"of this contract is the date on which the last one of the Seller and Buyer 42 has signed or initialed and delivered this offer or the final counter offer. 43• 4. Closing Date: This transaction will close on AuD*Al ► u�wA ("Closing Date"), unless specifically 44 extended by other provisions of this contract.The Closing Date will prevail over all other time periods including, 45 but not limited to, Financing and Feasibility Study periods. However, if the Closing Date occurs on a Saturday, 46 Sunday, or national legal holiday, it will extend to 5:00 p.m. (where the Property is located)of the next business 47 day. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property 48 insurance, Buyer may postpone closing for up to 5 days after the insurance underwriting suspension is lifted. If 49 this transaction does not close for any reason, Buyer will immediately return all Seller provided documents and 50 oth items. Buyer }( )and Seller( )( )acknowledge receipt of a copy of this page,which is 1 of 7 pages. VAC-11 •v 6117 02017 Florida Realtors* Sefallk 064558-0001544716651 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( rm Simplicity Page 2 c 51 5. Financing: (Check as applicable) 52. (a) uyer will pay cash for the Property with no financing contingency. 53. (b) ❑This contract is contingent on Buyer qualifying for and obtaining the commitment(s)or approval(s) 54. specified below ("Financing")within days after Effective Date(Closing Date or 30 days after Effective 55- Date,whichever occurs first,if left blank)("Financing Period"). Buyer will apply for Financing within 56 days after Effective Date(5 days if left blank)and will timely provide any and all credit,employment,financial, 57 and other information required by the lender. If Buyer, after using diligence and good faith,cannot obtain the 58 Financing within the Financing Period,either party may terminate this contract and Buyer's deposit(s)will be 59 returned. 60- (1) ❑ New Financing: Buyer will secure a commitment for new third party financing for$ 61. or % of the purchase price at(Check one) ❑a fixed rate not exceeding % ❑an 62- adjustable interest rate not exceeding %at origination (a fixed rate at the prevailing interest rate 63 based on Buyer's creditworthiness if neither choice is selected). Buyer will keep Seller and Broker fully 64 informed of the loan application status and progress and authorizes the lender or mortgage broker to 65 disclose all such information to Seller and Broker. 66- (2) ❑ Seller Financing: Buyer will execute a ❑first ❑second purchase money note and mortgage to 67• Seller in the amount of$ . bearing annual interest at %and payable as 68• follows: 69 The mortgage,note,and any security agreement will be in a form acceptable to Seller and will follow 70 forms generally accepted in the county where the Property is located;will provide for a late payment fee 71 and acceleration at the mortgagee's option if Buyer defaults;will give Buyer the right to prepay without 72 penalty all or part of the principal at any time(s)with interest only to date of payment;will be due on 73 conveyance or sale;will provide for release of contiguous parcels, if applicable; and will require Buyer to 74 keep liability insurance on the Property,with Seller as additional named insured. Buyer authorizes Seller 75 to obtain credit, employment, and other necessary information to determine creditworthiness for the 76 financing. Seller will,within 10 days after Effective Date, give Buyer written notice of whether or not 77 Seller will make the loan. 78- (3) ❑ Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 79- 80• LN# in the approximate amount of$ currently payable at 81- $ per month, including principal, interest, LI taxes and insurance, and having a 82- 0 fixed ❑other(describe) 83- interest rate of %which ❑will ❑will not escalate upon assumption.Any variance in the 84 mortgage will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will 85' purchase Seller's escrow account dollar for dollar. If the interest rate upon transfer exceeds %or 86- the assumption/transfer fee exceeds$ ,either party may elect to pay the excess, 87 failing which this contract will terminate;and Buyer's deposit(s)will be returned. If the lender disapproves 88 Buyer, this contract will terminate;and Buyer's deposit(s)will be returned. 89- 6. Assignability: (Check one)Buyer ❑may assign and thereby be released from any further liability under this 90- contract, i ►ay assign but not be released from liability under this contract, or ❑may not assign this contract. 91• 7. Title: Seller has the legal capacity to and will convey marketable title to the Property by ❑statutory warranty 92- deed (especial warranty deed ❑other(specify) ,free of liens,easements, 93 and encumbrances of record or known to Seller, but subject to property taxes for the year of closing;covenants, 94 restrictions, and public utility easements of record; existing zoning and governmental regulations; and (list any 95• other matters to which title will be subject) , 96 provided there exists at closing no violation of the foregoing. , 97 (a) Title Evidence: The party who pays for the owner's title insurance policy will select the closing agent and 98 pay for the title search, including tax and lien search if performed, and all other fees charged by closing agent. 99 Seller will deliver to Buyer.at 100- (Check one) teller's 0 Buyer's expense and 1o1• (Check one) within 15 days after Effective Date ❑at least days before Closing Date, 102 (Check one) 103• (1) 21 title insurance commitment by a Florida licensed title insurer setting forth those matters to be 104 discharged by Seller at or before closing and, upon Buyer recording the deed, an owner's policy in the 105 amount of the purchase price for fee simple title subject only to the exceptions stated above. If Buyer is 106 paying for the owner's title insurance policy and Seller has an owner's policy, Seller will deliver a copy to 107 Buyer within 15 days after Effective Date. Buyer ( )and Seller( )( )acknowledge receipt of a copy of this page,which is 2 of 7 pages. VAC-11 ev 8117 ©2017 Florida Realtors' Sadat#:044558-0001544316051 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( • rm Simplicity Page 3 a 108. (2) Oan abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an 109 existing firm.However, if such an abstract is not available to Seller,then a prior owner's title policy 110 acceptable to the proposed insurer as a base for reissuance of coverage may be used.The prior policy 111 will include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy 112 effective date and certified to Buyer or Buyer's closing agent together with copies of all documents 113 recited in the prior policy and in the update. If such an abstract or prior policy is not available to Seller, 114 then (1)above will be the title evidence. 115• (b) Title Examination: After receipt of the title evidence, Buyer will,within 16 days (10 days if left blank) 116 but no later than Closing Date, deliver written notice to Seller of title defects.Title will be deemed acceptable 117 to Buyer if(i)Buyer fails to deliver proper notice of defects or(ii)Buyer delivers proper written notice and 118• Seller cures the defects within days (30 days if left blank)("Cure Period")after receipt of the notice. If 119 the defects are cured within the Cure Period, closing will occur within 10 days after receipt by Buyer of notice 120 of such cure.Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured 121 within the Cure Period. If the defects are not cured within the Cure Period, Buyer will have 10 days after 122 receipt of notice of Seller's inability to cure the defects to elect whether to terminate this contract or accept 123 title subject to existing defects and close the transaction without reduction in purchase price. 124 (c) Survey: Buyer may,at Buyer's expense, have the Property surveyed and must deliver written notice to 125 Seller,within 5 days after receiving survey but not later than 5 days before Closing Date,of any 126 encroachments on the Property,encroachments by the Property's improvements on other lands,or deed 127 restriction or zoning violations.Any such encroachment or violation will be treated in the same manner as a 128 title defect and Seller's and Buyer's obligations will be determined in accordance with Paragraph 7(b). 129 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 130 8. Property Condition: Seller will deliver the Property to Buyer at closing in its present"as is"condition,with 131 conditions resulting from Buyer's Inspections and casualty damage,if any,excepted. Seller will not engage in or 132 permit any activity that would materially alter the Property's condition without the Buyer's prior written consent. 133 (a) Inspections: (Check(1)or(2)) 134• (1) [P'Feasiibitity Study: Buyer will,at Buyer's expense and within 11 c days(30 days if left blank) 135 ("Feasibility Study Period")after Effective Date and in Buyer's sole and absolute discretion,determine 136 whether the Property is suitable for Buyer's intended use. During the Feasibility Study Period, Buyer 137 may conduct a Phase 1 environmental assessment and any other tests,analyses, surveys, and 138 investigations ("Inspections")that Buyer deems necessary to determine to Buyer's satisfaction the 139 Property's engineering,architectural, and environmental properties;zoning and zoning restrictions; 140 subdivision statutes;soil and grade; availability of access to public roads,water, and other utilities; 141 consistency with local, state, and regional growth management plans;availability of permits,government 142 approvals, and licenses; and other inspections that Buyer deems appropriate. If the Property must be 143 rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all 144 documents Buyer is required to file in connection with development or rezoning approvals. Seller gives 145 Buyer, its agents, contractors,and assigns,the right to enter the Property at any time during the 146 Feasibility Study Period for the purpose of conducting Inspections, provided, however,that Buyer, its 147 agents, contractors,and assigns enter the Property and conduct Inspections at their own risk. Buyer will 148 indemnify and hold Seller harmless from losses,damages,costs,claims,and expenses of any nature, 149 including attorneys' fees, expenses, and liability incurred in application for rezoning or related 150 proceedings, and from liability to any person, arising from the conduct of any and all Inspections or any 151 work authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien 152 being filed against the Property without Seller's prior written consent. If this transaction does not close, 153 Buyer will, at Buyer's expense, (i)repair all damages to the Property resulting from the Inspections and 154 return the Property to the condition it was in before conducting the Inspections and (ii)release to Seller 155 all reports and other work generated as a result of the Inspections. 156 Before expiration of the Feasibility Study Period, Buyer must deliver written notice to Seller of Buyer's 157 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice 158 requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its"as is" 159 condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to 160 Seller,this contract will be deemed terminated,and Buyer's deposit(s)will be returned. 161• (2) ONo Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes,including 162 being satisfied that either public sewerage and water are available to the Property or the Property will be 163 approved for the installation of a well and/or private sewerage disposal system and that existing zoning Bu er )( )and Seller( )( )acknowledge receipt of a copy of this page,which is 3 of 7 pages. VAC-11 ev 6/17 02017 Florida Realtorsa Serial*Oe4558-000154-2316651 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( rm Simplicity Page 4 o 164 and other pertinent regulations and restrictions, such as subdivision or deed restrictions,concurrency, 165 growth management,and environmental conditions, are acceptable to Buyer.This contract is not 166 contingent on Buyer conducting any further investigations. 167 (b) Government Regulations: Changes in government regulations and levels of service which affect Buyer's 168 intended use of the Property will not be grounds for terminating this contract if the Feasibility Study Period has 169 expired or if Paragraph 8(a)(2)is selected. 170 (c) Flood Zone: Buyer is advised to verify by survey,with the lender, and with appropriate government 171 agencies which flood zone the Property is in,whether flood insurance is required, and what restrictions apply 172 to improving the Property and rebuilding in the event of casualty. 173 (d) Coastal Construction Control Line ("CCCL"): If any part of the Property lies seaward of the CCCL as 174 defined in Section 161.053, Florida Statutes.Seller will provide Buyer with an affidavit or survey as required 175 by law delineating the line's location on the Property, unless Buyer waives this requirement in writing.The 176 Property being purchased may be subject to coastal erosion and to federal,state, or local regulations that 177 govern coastal property, including delineation of the CCCL, rigid coastal protection structures, beach 178 nourishment,and the protection of marine turtles. Additional information can be obtained from the Florida 179 Department of Environmental Protection, including whether there are significant erosion conditions associated 180 with the shore line of the Property being purchased. 181- 0 Buyer waives the right to receive a CCCL affidavit or survey. 182 9. Closing Procedure; Costs: Closing will take place in the county where the Property is located and may be 183 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title 184 binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds 185 to Seller(in local cashier's check if Seller requests in writing at least 5 days before closing)and brokerage fees to 186 Broker as per Paragraph 19. In addition to other expenses provided in this contract, Seller and Buyer will pay the 187 costs indicated below. 188 (a) Seller Costs: 189 Taxes on deed 190 Recording fees for documents needed to cure title 191 Title evidence(if applicable under Paragraph 7) 192• Other: 193 (b) Buyer Costs: 194 Taxes and recording fees on notes and mortgages 195 Recording fees on the deed and financing statements 196 Loan expenses 197 Title evidence (if applicable under Paragraph 7) 198 Lender's title policy at the simultaneous issue rate 199 Inspections 200 Survey 201 Insurance 202- Other: 203 (c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real 204 estate taxes (including special benefit tax liens imposed by a CDD),interest, bonds, assessments, leases, 205 and other Property expenses and revenues. If taxes and assessments for the current year cannot be 206 determined, the previous year's rates will be used with adjustment for any exemptions. 207 (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body.Seller 208 will pay (i)the full amount of liens that are certified, confirmed,and ratified before closing and (ii)the amount 209 of the last estimate of the assessment if an improvement is substantially completed as of Effective Date but 210 has not resulted in a lien before closing; and Buyer will pay all other amounts. If special assessments may be 211• paid in installments, El Seller ❑Buyer(Buyer if left blank)will pay installments due after closing. If Seller is 212 checked,Seller will pay the assessment in full before or at the time of closing. Public body does not include a 213 Homeowners' or Condominium Association. 214 (e) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 215 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO 216 PAY IN THE YEAR SUBSEQUENT TO PURCHASE.A CHANGE OF OWNERSHIP OR PROPERTY 217 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN 218 HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION,CONTACT 219 THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. BuyertkV )andSeller( )( )acknowledge receipt of a copy of this page,which is 4 of 7 pages. VAC-1 17 ©2017 Florida Realtors' Serls/8:064558-000154-2316651 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( rm Simplicity Page 5 o 220 (f) Foreign Investment in Real Property Tax Act("FIRPTA"): If Seller is a"foreign person"as defined by 221 FIRPTA,Seller and Buyer will comply with FIRPTA,which may require Seller to provide additional cash at 222 closing. 223 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 224 closing or after)under Section 1031 of the Internal Revenue Code ("Exchange"),the other party will 225 cooperate in all reasonable respects to effectuate the Exchange including executing documents, provided, 226 however,that the cooperating party will incur no liability or cost related to the Exchange and that the closing 227 will not be contingent upon,extended, or delayed by the Exchange. 228 10. Computation of Time: Calendar days will be used when computing time periods, except time periods of 5 days 229 or less.Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 230 holidays specified in 5 U.S.C. 6103(a).Any time period ending on a Saturday,Sunday, or national legal holiday 231 will extend until 5:00 p.m. (where the Property is located)of the next business day. Time is of the essence in 232 this contract. 233 11. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before closing 234 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain 235 proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may 236 terminate this contract by written notice to the other within 10 days after Buyer's receipt of Seller's notification, 237 and Buyer's deposit(s)will be returned,failing which Buyer will close in accordance with this contract and 238 receive all payments made by the governmental authority or insurance company, if any. 239 12. Force Majeure: Seller or Buyer will not be required to perform any obligation under this contract or be liable to 240 each other for damages so long as the performance or non-performance of the obligation is delayed, caused, or 241 prevented by an act of God or force majeure.An"act of God or"force majeure" is defined as hurricanes, 242 earthquakes,floods, fire, unusual transportation delays,wars, insurrections,and any other cause not reasonably 243 within the control of Seller or Buyer and which by the exercise of due diligence the non-performing party is 244 unable in whole or in part to prevent or overcome.All time periods, including Closing Date,will be extended for 245 the period that the act of God or force majeure is in place. However, in the event that such act of God or force 246 majeure event continues beyond 30 days,either party may terminate this contract by delivering written notice to 247 the other;and Buyer's deposit(s)will be returned. 248 13. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or 249 electronic means. Buyer's failure to timely deliver written notice to Seller,when such notice is required by 250 this contract, regarding any contingency will render that contingency null and void,and this contract will 251 be construed as if the contingency did not exist.Any notice,document,or item delivered to or received 252 by an attorney or licensee(including a transactions broker)representing a party will be as effective as if 253 delivered to or received by that party. 254 14. Complete Agreement; Persons Bound: This contract is the entire agreement between Seller and Buyer. 255 Except for brokerage agreements, no prior or present agreements will bind Seller, Buyer,or Broker 256 unless incorporated into this contract. Modifications of this contract will not be binding unless in writing, signed 257 or initialed,and delivered by the party to be bound. Electronic signatures will be acceptable and binding.This 258 contract, signatures, initials,documents referenced in this contract,counterparts, and written modifications 259 communicated electronically or on paper will be acceptable for all purposes,including delivery, and will be 260 binding. Handwritten or typewritten terms inserted in or attached to this contract prevail over preprinted terms. If 261 any provision of this contract is or becomes invalid or unenforceable, all remaining provisions will continue to be 262 fully effective. Seller and Buyer will use diligence and good faith in performing all obligations under this contract. 263 This contract will not be recorded in any public record.The terms"Seller,""Buyer," and"Broker" may be singular 264 or plural.This contract is binding on the heirs, administrators, executors,personal representatives, and assigns, if 265 permitted,of Seller, Buyer, and Broker. 266 15. Default and Dispute Resolution: This contract will be construed under Florida law.This Paragraph will survive 267 closing or termination of this contract. 268 (a) Seller Default: If Seller fails,neglects,or refuses to perform Seller's obligations under this contract,Buyer 269 may elect to receive a return of Buyer's deposit(s)without thereby waiving any action for damages resulting 270 from Seller's breach and may seek to recover such damages or seek specific performance. Seller will also 271 be liable for the full amount of the brokerage fee.4v6Bu ( )and Seller( )( )acknowledge receipt of a copy of this page,which is 5 of 7 pages. VA /17 02017 Florida Realtors" Sed.#:064556-000154-2316851 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( rm Simplicity Page 6 0 272 (b) Buyer Default: If Buyer fails, neglects, or refuses to perform Buyer's obligations under this contract, 273 including payment of deposit(s),within the time(s)specified, Seller may elect to recover and retain the 274 deposit(s), paid and agreed to be paid,for the account of Seller as agreed upon liquidated damages, 275 consideration for execution of this contract,and in full settlement of any claims,whereupon Seller and Buyer 276 will be relieved from all further obligations under this contract; or Seller, at Seller's option, may proceed in 277 equity to enforce Seller's rights under this contract. 278 16. Attorney's Fees; Costs: In any litigation permitted by this Contract, the prevailing party shall be entitled to 279 recover from the non-prevailing party costs and fees,including reasonable attorney's fees, incurred in conducting 280 the litigation.This Paragraph 16 shall survive Closing or termination of this Contract. 281 17. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent(collectively 282 "Agent")to receive, deposit, and hold funds and other items in escrow and, subject to Collection,disburse them 283 upon proper authorization and in accordance with Florida law and the terms of this contract, including disbursing 284 brokerage fees. "Collection"or"Collected" means any checks tendered or received have become actually and 285 finally collected and deposited in the account of Agent.The parties agree that Agent will not be liable to any 286 person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful 287 breach of this contract or gross negligence. If Agent interpleads the subject matter of the escrow,Agent will pay 288 the filing fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the 289 escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. 290 18. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verify all facts and representations 291 that are important to them and to consult an appropriate professional for legal advice (for example,interpreting 292 this contract,determining the effect of laws on the Property and this transaction, status of title, foreign investor 293 reporting requirements, the effect of property lying partially or totally seaward of the CCCL,etc.)and for tax, 294 property condition, environmental, and other specialized advice. Buyer acknowledges that Broker does not reside 295 in the Property and that all representations (oral,written,or otherwise)by Broker are based on Seller 296 representations or public records. Buyer agrees to rely solely on Seller, professional inspectors,and 297 government agencies for verification of the Property condition and facts that materially affect Property 298 value.Seller and Buyer respectively will pay all costs and expenses, including reasonable attorneys' fees at all 299 levels, incurred by Broker and Broker's officers, directors,agents,and employees in connection with or arising 300 from Seller's or Buyer's misstatement or failure to perform contractual obligations. Seller and Buyer hold 301 harmless and release Broker and Broker's officers,directors,agents, and employees from all liability for loss or 302 damage based on (i)Seller's or Buyer's misstatement or failure to perform contractual obligations; (ii)the use or 303 display of listing data by third parties, including, but not limited to, photographs, images,graphics,video 304 recordings,virtual tours,drawings,written descriptions,and remarks related to the Property; (iii)Broker's 305 performance, at Seller's or Buyer's request, of any task beyond the scope of services regulated by Chapter 475, 306 Florida Statutes,as amended, including Broker's referral, recommendation,or retention of any vendor; (iv) 307 products or services provided by any vendor; and (v)expenses incurred by any vendor.Seller and Buyer each 308 assume full responsibility for selecting and compensating their respective vendors.This Paragraph will not relieve 309 Broker of statutory obligations. For purposes of this Paragraph, Broker will be treated as a party to this contract. 310 This Paragraph will survive closing. 311 19. Commercial Real Estate Sales Commission Lien Act: If the Property is commercial real estate as defined by 312 Section 475.701, Florida Statutes,the following disclosure will apply: The Florida Commercial Real Estate Sales 313 Commission Lien Act provides that when a broker has earned a commission by performing licensed services 314 under a brokerage agreement with you,the broker may claim a lien against your net sales proceeds for the 315 broker's commission.The brokers lien rights under the act cannot be waived before the commission is earned. 316 20. Brokers: The brokers named below are collectively referred to as"Broker." Instruction to closing agent: 317 Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 318 separate brokerage agreements with the parties and cooperative agreements between the Brokers,except to the 319 extent Broker has retained such fees from the escrowed funds.This Paragraph will not be used to modify any 320 MLS or other offer of compensation made by Seller or Seller's Broker to Buyer's Broker. 321. (a) N0Nj= (Seller's Broker) 322- will be compensated by ❑Seller El Buyer 0 both parties pursuant to ❑a listing agreement ❑other 323- (specify): 324- (b) opJ E (Buyer's Broker) 325- will be compensated by ❑Seller guyer 0 both parties El Seller's Broker pursuant to El a MLS offer of 326- co pensation ❑other(specify): Bu er\I )( )and Seller( )( )acknowledge receipt of a copy of this page,which is 6 of 7 pages. VAC-1 11r Ir.6117 ©2017 Florida Realtors" UMW:W:064553400154-2 16651 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( rm Simplicity Page 7 a v it 327. 21.Additional Terms: S a F A s c ....1.3i)03-) A 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 COUNTER-OFFERIREJECTION 344• ❑ Seller counters Buyer's offer(to accept the counter-offer, Buyer must sign or initial the counter-offered terms and 345 deliver a copy of the acceptance to Seller). 346' ❑ Seller rejects Buyer's offer 347 This is intende -btTt fly binding contract. If not fully understood,seek the advice of an attorney before 348 signin • 349- Buyer: ' ' Date: // 1 9 -1r 350• Print name: S v yyi yr,% )I V AO L0 is) G-S, LL L 351• Buyer: Date: 352* Print name: 353 Buyer's address for purpose of notice: 354* Address: 355• Phone: Fax: Email: 356• Seller: Date: 357• Print name: 358* Seller: Date: 359. Print name: 360 Seller's address for purpose of notice: 361• Address: 362• Phone: Fax: Email: 363• Effective Date: (The date on which the last party signed or initialed and delivered the 364 final offer or counter offer.) Florida REALTORS'makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction.This standardized form should not be used in complex transactions or with extensive riders or additions.This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR'.REALTOR°Is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS'and who subscribe to its Code of Ethics.The copyright laws of United States(17 U.S.Code)forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. B04()( )and Seller( )( )acknowledge receipt of a copy of this page,which is 7 of 7 pages. VAC- 1 ev 6117 ©2017 Florida Realtors Ber1et#:064556-000154.2516651 ps://forms.floridarealtors.org/users/renderpdfviewer 11/15/2( Addendum A Contract For Sale And Purchase 2012 Ocoee Apopka Road Parcel#06-22-28-0000-00-005 1. Parcel contains approximately 13.51 acres 2. The term useable, buildable acre shall mean acreage that is developable for the intended use, above the 100 year flood plain,excludes existing right of ways and easements,and is not environmentally contaminated. 3. The closing date shall be no later than 30 days after removal of all contingencies and receipt of construction plans and final plat approval from all Governmental authorities, however no later than 300 days from expiration of the inspection period. 4. Buyer may extend the closing for up to three 30 day periods,should permitting be delayed,with no fault of buyer, by depositing an additional$10,000 in nonrefundable, but applicable monies in escrow for each 30 day period required. 5. There are no compensated Real Estate Brokers involved in this transaction. Buyer is a Licensed Real Estate Broker, buying for his own account. 6. The intended use of the property is a townhouse community with a minimal of 10 units per acre. Z"..?1/17"4 Buyer Seller