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Prepared by and return to: <br />Daniel T. O'Keefe, Esq. <br />Shutts & Bowen LLP <br />300 S. Orange Ave., Suite 1000 <br />Orlando, FL 32801 <br />(407) 423-3200 <br />CITY OF CASSELBERRY <br />ACQUISITION AGREEMENT <br />T I ACQUISITION AGREEMENT (the "Agreement") is entered into as of the,3 <br />day of , 2014 (the "Effective Date"), by and between INTEGRA LAKES, LLC, a <br />Florida limited liability company ("Integra" or "Buyer"), and the CITY OF CASSELBERRY, <br />a Florida municipal corporation ("City") (with Integra and the City being collectively referred to <br />as the "Parties" and sometimes referred to individually as a "Party"). <br />RECITALS <br />WHEREAS, the Parties and CASTO SOUTHEAST REALTY SERVICES, LLC, a <br />Florida limited liability company ("Casto"), entered into that certain Amended and Restated <br />Acquisition Agreement and Option to Purchase dated February 10, 2014, and recorded on <br />February 18, 2014, in O.R. Book 8213, Page 98, Public Records of Seminole County, Florida <br />(the "Existing Agreement"), and the Parties desire to terminate and replace the Existing <br />Agreement to modify certain terms and conditions and to better reflect the Parties' needs; and <br />WHEREAS, simultaneously herewith, the Parties and Casto have executed a termination <br />of the Existing Agreement such that the Existing Agreement is terminated and is of no further <br />force and effect whatsoever, and this Agreement replaces and supersedes the Existing Agreement <br />with respect to the Parties; and <br />WHEREAS, the City owns the property generally located at the intersection of U.S. <br />Highway 17-92 and Triplet Lake Drive containing between approximately 20 acres and <br />described in Exhibit "A" (the "City Center Property"); and <br />WHEREAS, for purposes of this Agreement, a portion of the City Center Property is <br />designated as the "South Village Commercial Parcel" (containing approximately 3.1 acres), a <br />portion of the City Center Property is designated as the "North Village" (containing <br />approximately 2.6 acres), a portion of the City Center Property is designated as the "West <br />Parcel" (containing approximately 0.9 acres), a portion of the City Center Property is designated <br />as the "Residential Parcel" (containing approximately 9.2 acres), and a portion of the City Center <br />Property is designated as the "City Property" (containing approximately 3.3 acres), all as <br />depicted on Exhibit `B" ("Master Plan"); and <br />WHEREAS, for purposes of this Agreement, "Property" will mean the South Village and <br />the Residential Property only; and <br />