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HomeMy WebLinkAboutVI (E) Story Road/Kissimmee Ave. and Marshall Farms Road/Maguire Road Intersection Improvement Project; Resolution No. 96-23CHICAGO JACKSONVILLE LOS ANGELES MADISON MILWAUKEE SACRAMENTO TO: FROM: THRU: DATE: RE: FOLEY__& LARDNER A T T O R N E Y S A T L A W POST OFFICE BOX 2193 ORLANDO, FLORIDA 32802-2193 111 NORTH ORANGE AVENUE, SUITE 1800 ORLANDO, FLORIDA 32801-2386 TELEPHONE (407) 423-7656 FACSIMILE (407) 648-1743 WRITER'S DIRECT LINE MEMORANDUM AGENDA 8-20-96 Item VI E The Honorable Mayor and City Commissioners of the City of Ocoee Mary A. Doty, Esquire, Assistant City Attorney jab Paul E. Rosenthal, Esq., City Attorney August 14, 1996 SAN DIEGO SAN FRANCISCO TALLAHASSEE TAMPA WASHINGTON D.C. WEST PALM BEACH Story Road/Kissimmee Ave and Marshall Farms Road/Maguire Road Intersection Imurovement Project: Resolution No. 96-23 Based on the final project design prepared by PEC, the chart below sets forth the properties which need to be acquired by the City in order to complete the project. The Real Estate Consortium has appraised these properties and those values are included in the chart as well. Parcel No. Legal Interest Owner Appraised Value Parcel 102 Fee Wingate 3,288.00 Parcel 103 Fee Roper Partnership 27, 017.00 Parcel 703 TCE Roper Partnership 335.00 Parcel 104 Fee Roper Partnership 171.00 Parcel 706 TCE Rimas Holdings, Inc. 250.00* Parcel 708 TCE Rimas Holdings, Inc. 250.00* P 70 TCE W.J. Milner & Company of Florida, Inc. 250.00* TCE = Temporary Construction Easement *Offers not based on appraisals. ESTABLISHED 1 8 4 2 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN BERLIN, BRUSSELS, DRESDEN, FRANKFURT, LONDON, PARIS, SINGAPORE, STUTTGART AND TAIPEI We have contacted each of these property owners and made offers based on the appraised value, subject to approval by the City Commission. To date we have received an executed Purchase Agreement from the Roper Partnership for Parcels 103, 703, and 704. We have also received from the Roper Partnership an executed Warranty Deed and an executed Temporary Construction Easement with respect to certain lands and easements needed for the Project, all of which are being donated pursuant to an Annexation Agreement between the City and the Ropers. We believe there is a reasonable chance to negotiate a voluntary sale/acquisition of the remainder of the above properties based on the values indicated. However, in the event a voluntary sale cannot be negotiated, it will then be necessary to acquire the interests by filing a condemnation action. The agenda includes a separate memorandum regarding a Developer Agreement with Sysco Food Services of Central Florida, Inc. which provides for the donation of additional interests required for the Project. Attached hereto is proposed Resolution No. 96-23 which authorizes the filing a condemnation action. The adoption of this Resolution and the filing of the condemnation action are necessary in order to avoid any delay in the schedule prepared by City staff. It is our intention to immediately file the condemnation action and to proceed to acquire the interests by a "quick -take" proceeding. While the condemnation action is being filed, it is our intent to negotiate the acquisitions. In order to reduce the costs to the City, it is recommended that the Mayor and City Clerk be given the authority to enter into purchase agreements, upon recommendation of the City Manager and City Attorney, at the appraised values set forth above. Any such purchase agreements would provide that all closing costs be paid by the City. RECONEMENDATION: It respectfully is recommended that the Mayor and City Commissioners: (1) approve Resolution No. 96-23 authorizing execution thereof by the Mayor and City Clerk and further authorizing the City Attorney to file the necessary actions and proceed to acquire the properties by quick -take proceeding; (2) approve the Purchase Agreement executed by the Roper Partnership for Parcels 103, 703, and 704, authorizing execution thereof by the Mayor and City Clerk; and (3) authorize the Mayor and City Clerk, upon recommendation of the City Manager and City Attorney, to enter into purchase agreements to acquire Parcel Nos. 102, 706, 708, and 709 at the values set forth in this memorandum and further authorizing the Mayor and City Clerk to execute all documents necessary to close upon any such purchase agreements. -2- RESOLUTION NO. 96-23 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA, RELATING TO THE ACQUISITION BY EMINENT DOMAIN OF PROPERTY, INCLUDING BUT NOT LIMITED TO FEE TITLE AND EASEMENT INTERESTS, LOCATED GENERALLY WITHIN THE STORY ROAD/GENEVA STREET AND KISSIMMEE AVENUE/MAGUIRE ROAD INTERSECTIONS AND ALONG MAGUIRE ROAD; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Ocoee desires to serve the traffic and drainage needs for the future development of the City of Ocoee; and WHEREAS, the City Commission of the City of Ocoee has the authority to adopt this Resolution pursuant to Article VIII of the Constitution of the State of Florida and Chapter 166, Florida Statutes; and WHEREAS, the City Commission of the City of Ocoee finds a public need and necessity exists to acquire, by eminent domain, various interests in the lands described in Exhibit "A" attached hereto and incorporated hereby by reference; and WHEREAS, the City Commission of the City of Ocoee finds a public need and necessity exists to acquire the lands and other interests described in Exhibit "A" hereto for public street/road and drainage purposes, said street/road and drainage purposes including, but not being limited to, the acquisition of (1) right- of-way; and (2) one-year temporary construction easements for the purpose of performing upon said easement areas such activities as may be reasonably necessary in connection with the design, engineering, construction and development of the Story Road/Geneva Street and Kissimmee Avenue/Maguire Road Intersections Improvement 1 Project ("the Project"), removing all improvements, trees and shrubbery, if any, located thereon, and tying in and harmonizing said easement area and improvements located therein with the Project; and WHEREAS, the City Commission of the City of Ocoee finds that the acquisition of the said lands and various interests therein are necessary for public safety and stormwater management, and that the acquisition of the said lands and various interests therein otherwise to be in the public interests of the municipality and the people thereof; and WHEREAS, the interests to be acquired, fee simple title and temporary construction easements are more particularly described in Exhibit "A" hereto; and WHEREAS, the City Commission of Ocoee has caused the property described in Exhibit "A" hereto to be surveyed and has located its line or area of construction and intends in good faith to construct the Project on or over the described property in accordance with Section 73.021(6), Florida Statutes (1995): and WHEREAS, the City Commission of the City of Ocoee finds it is necessary for public street/road purposes and stormwater management that the City acquire a fee simple interest and temporary construction easements on, over, across and under the property identified and described in the attached Exhibit "A", said acquisition being for street/road and drainage purposes, including, but not limited to, the acquisition of (1) right-of-way; and (2) one-year temporary construction easements for the purpose of 2 performing upon said easement areas such activities as are reasonably necessary in connection with the design, engineering, construction and development of the Project, removing all improvements, trees and shrubbery, if any, located thereon, and tying in and harmonizing said easement areas and improvements located therein with the Project; and WHEREAS, all conditions precedent to the exercise of the power of eminent domain have been satisfied by the City of Ocoee; and WHEREAS, if any section, subsection, sentence, clause, phrase or portion of this Resolution is for any reason held invalid or unconstitutional by an court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portion hereto; and WHEREAS, this Resolution shall become effective immediately upon passage and adoption. THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AS FOLLOWS: Section 1. That the acquisition, by eminent domain, of the interests indicated in the following parcels for the purposes set forth above has been found to be, and is found and determined to be, necessary, in the best interest of the public and for a public use and purpose, the legal descriptions of said parcels being more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof: 3 PARCEL NO. 102 OWNER: Kenneth R. Wingate, Bonny L. Wingate, Donald A. Wingate, and Carole P. Wingate INTEREST: Fee Simple PARCEL NO. 706 OWNER: Rimas Holdings, Inc.- INTEREST: nc:INTEREST: Temporary Construction Easement PARCEL NO. 708 OWNER: Rimas Holdings, Inc. INTEREST: Temporary Construction Easement PARCEL NO. 709 OWNER: W.J. Milner & Company of Florida, Inc. INTEREST: Temporary Construction Easement Section 2. That the appropriate officers, employees and attorneys of the City of Ocoee are authorized to proceed forthwith to institute such necessary and proper actions and proceedings and to comply with all legal requirements as may be necessary or proper for the acquisition by eminent domain of the fee simple absolute title and temporary construction easements in the property described in attached Exhibit "A". the specific interest to be acquired therein being further set forth above and in the attached Exhibit "A". Section 3. That if any section, subsection, sentence, clause, phrase or portion of this Resolution is for any reason held invalid or unconstitutional by an court of competent jurisdiction, such portion shall be deemed a separate, distinct and. independent provision and such holding shall not affect the validity of the remaining portion hereto. 4 Section a. That this Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED this day of ATTEST: By: Name: Title: Jean Grafton Clerk (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA. APPROVED AS TO FORM AND LEGALITY THIS DAY OF 1996. FOLEY & LARDNER By: Name: Title: Paul E. Rosenthal City Attorney ADOPTED: CITY OF OCOEE, FLORIDA 1996. By: Name: S. Scott Vandergrift Title: Mayor APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 1996 UNDER AGENDA ITEM NO. EXHIBIT A PARCEL NO. 102 OWNER: Kenneth R. Wingate, Wingate, and Carole INTEREST: Fee Simple Bonny L. Wingate, Donald A. P. Wingate PARCEL 102 A PARCEL OF LAND LOCATED IN SECTION 19. TOWNSHIP 22 SOUTH. RANGE 23 EAST BEING A PORTION OF LOT IS. TOWN OF OCOEE. ACCORDING TO THE PLAT THEREOF. AS RECORDED IN PLAT BOOK 'A'. PAGES 100 AND 101 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA AND BEING DESCRIBED AS FOLLOWS: A COMMENCE AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE; THENCE RUN NORTH 01.06'02- EAST. ALONG THE EAST LINE OF SAID SOUTHWEST QUARTER OF THE NORTH@AST QUARTER, A DISTANCE OF 30.96 FEET; THENCE RUN SOUTH 08153'5B' CAST, 50.00 FEET TO THE POINT OF INTERSECTION OF THE NORTH RIGHT-OF-WAY LINE OF GENEVA STREET WITH THE EAST RIGHT-OF-WAY LINE OF KISSIMMEE AVENUE SAID POINT OF INTERSECTION BEING THE POINT OF BEGINNING; THENCE ' RUN NORTH 01.06'02- EAST, ALONG SAID EAST RIGHT-OF-WAY LINE. 29.16 FEET; THENCE RUN SOUTH 45.32'00' EAST, 35.74 FEET; THENCE RUN SOUTH 34.34.05 - EAST, 43.54 FEET TO A POINT LYING ON THE AFORESAID NORTH RIGHT-OF- WAY LINE OF GENEVA STREET; THENCE RUN NORTH 89.59'55- WEST, ALONG SAID NORTH RIGHT-OF-WAY UNE, 69.41 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE. ORANGE COUNTY, FLORIDA AND CONTAINS 522 SQUARE FEET, MORE OR LESS. 1 Of 4 PARCEL NO. 706 OWNER: Rimas Holdings, Inc. INTEREST: Temporary Construction Easement PARCEL 706 THAT PORTION OF A PARCEL OF LAND LOCATED IN SECTION 19, TOWNSHIP 22 SOUTH, RANGE 28 EAST, AS DESCRIBED IN OFFICIAL RECORDS BOOK 3581, PAGE 1247 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, BEING DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE; THENCE RUN SOUTH 01013'01' WEST, ALONG THE WEST LINE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 1012.23 FEET; THENCE RUN SOUTH 88°46'59' EAST, 192.08 FEET TO A POINT LYING ON THE SOUTHERLY RIGHT-OF-WAY LINE OF MAGUIRE ROAD EXTENSION; THENCE RUN NORTH 24008'30' EAST, ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, 8.76 FEET; THENCE RUN SOUTH 65°51'30' EAST, ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, 121.54 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 65051'30' EAST, 53.27 FEET; THENCE RUN SOUTH 46014'49' WEST, 14.08 FEET; THENCE RUN NORTH 64°58'32' WEST, 21.19 FEET; THENCE RUN NORTH 62'53'19' WEST, 25.42 FEET; THENCE RUN NORTH 17009'45' EAST, 11.49 FEET TO - THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE, ORANGE COUNTY, FLORIDA AND CONTAINS 622 SQUARE FEET, MORE OR LESS. 2 of 4 PARCEL NO. 708 OWNER: Rimas Holdings, Inc. INTEREST: Temporary Construction Easement PARCEL 708 THAT PORTION OF A PARCEL OF LAND LOCATED IN SECTION 19, TOWNSHIP 22 SOUTH, RANGE 28 EAST, AS DESCRIBED IN OFFICIAL RECORDS BOOK 3581, PAGE 1247, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, BEING DESCRIBED AS FOLLOWS. COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE; THENCE RUN SOUTH 01013'01' WEST, ALONG THE WEST UNE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 1012.23 FEET; THENCE RUN SOUTH 88°46'59' EAST, 192.08 FEET TO A POINT LYING ON THE SOUTHERLY RIGHT-OF-WAY LINE OF MAGUIRE ROAD EXTENSION; THENCE RUN NORTH 24008'30' EAST, ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, 8.76 FEET; THENCE RUN SOUTH 65°51'30' EAST, ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, 6.82 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 65051'30- EAST, ALONG SAID SOUTHERLY RIGHT- OF-WAY LINE, 37.01 FEET; THENCE RUN SOUTH 34106'31' WEST, 10.06 FEET; THENCE RUN NORTH 65007'59- WEST, 35.10 FEET; THENCE RUN NORTH 23007'10- EAST, 9.47 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE, ORANGE COUNTY, FLORIDA AND CONTAINS 350 SQUARE FEET, MORE OR LESS. 3 of 4 PARCEL NO. 709 OWNER: W.J. Milner & Company of Florida, Inc. INTEREST: Temporary Construction Easement PARCEL 709 A PARCEL OF LAND LOCATED IN SECTION 19, TOWNSHIP 22 SOUTH, RANGE 20 EAST BEING DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE: THENCE RUN SOUTH 01013'01' WEST, ALONG THE WEST LINE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 1001.04 FEET: THENCE RUN SOUTH 88146'59' EAST, 340.20 FEET TO A POINT LYING ON THE NORTHERLY RIGHT-OF-WAY UNE OF MAGUIRE• ROAD EXTENSION, SAID POINT BEING THE POINT OF BEGINNING: THENCE RUN NORTH 25008.02' EAST, 10.71 FEET: THENCE RUN SOUTH 72.27'44' EAST, 60.69 FEET: THENCE RUN SOUTH 05.31'29' EAST. 20.24 FEET TO A POINT LYING ON THE AFORESAID NORTHERLY RIGHT-OF-WAY LINE: THENCE RUN NORTH 85.52'40- WEST, ALONG• SAID NORTHERLY RIGHT-OF-WAY LINE. 49.31 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE NORTHEASTERLY: THENCE RUN NORTHWESTERLY ALONG SAID NORTHERLY RIGHT-OF-WAY UNE AND SAID CURVE. HAVING A RADIUS LENGTH OF 490.87 FEET, A CENTRAL ANGLE OF 02028'19', AN ARC LENGTH OF 21.18 FEET, A CHORD LENGTH OF 21.18 FEET, AND A CHORD BEARING OF NORTH 66006'08' WEST TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE. ORANGE COUNTY, FLORIDA AND CONTAINS 942 SQUARE FEET. MORE OR LESS. CAWPSMDOMMAMOC.'OEWROOLUM 8/16961SECYIMAD4 4 of 4 y PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made and entered into this day of August 1996, by and between L.F. and MARY ELLEN ROPER PARTNERSHIP, whose address is P. O. Box 770218, Winter Garden, Florida 34777 (hereinafter referred to as the "Seller"), and the CITY OF OCOEE, a Florida municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee, Florida 32761 (hereinafter referred to as "the City"). W I T N E S S E T H: WHEREAS, the Seller is the owner of fee simple title to certain real property located in Orange County, Florida, as more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof which property is identified therein as Parcel Nos. 103 and 104 (collectively the "Property"); and WHEREAS, the Seller is also the owner of -fee simple title to certain real property located in Orange County, Florida, as more particularly described in Exhibit "B" -attached hereto and by this reference made a part hereof which property is identified therein as Parcel Nos. 703 ("the Easement Property"); and WHEREAS, the City is a Florida municipal corporation which is authorized to exercise condemnation powers pursuant to Chapter 166, Florida Statutes; and WHEREAS, the City is constructing the Story Road/Kissimmee Avenue and Marshall Farms/Maguire Road Intersection Improvement Project ("the Project") and in connection therewith needs to acquire from the Seller fee simple title to the Property for a public roadway and a temporary construction easement across the Easement Property; and WHEREAS, the City has advised Seller that if the City and the Seller do not enter into an agreement for the purchase and sale of the Property and the granting of an easement across the Easement Property that the City intends to use its power of eminent domain to condemn its required interests in the Property and the Easement Property; and WHEREAS, Seller, under threat of condemnation, has agreed to sell the Property to the City, and the City has agreed to purchase the Property, together with any and all improvements, structures, fixtures and appurtenances thereto on the terms and conditions stated below; and WHEREAS, Seller, under threat of condemnation, has also agreed to grant -to the City a temporary construction easement over, upon and across the Easement Property on the terms and conditions stated below. NOW, THEREFORE, in consideration of the promises and other good and valuable considerations exchanged between the parties hereto, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agrees as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein by reference. 2. The Purchase - The Property. Seller, under threat of condemnation, agrees to sell and the City agrees to purchase, for the purchase price and on the terms and conditions herein set forth, the Property, together with all tenements, hereditaments, improvements, structures, fixtures, trees, shrubbery, roads and easements, appertaining thereto and all of the Seller's right, title and interest therein. The Seller shall convey to the City marketable, fee simple title to the Property by special warranty deed free and clear of all liens, mortgages and encumbrances, except for restrictions, reservations and easements of record, if any. The instrument of conveyance shall transfer all of Seller's interest in and to all improvements, fixtures, easements, trees, shrubbery, rights-of-way, tenements and appurtenances belonging or appertaining to the Property, including without limitation of the foregoing, all right, title and interest of Seller in and to any land lying in the bed of any street, alley, road or avenue (before or after vacation thereof, and whether previously abandoned or vacated or hereafter abandoned or vacated). 3. The Easement. Seller, under threat of condemnation, agrees to sell and the City agrees to purchase, for the purchase price and on the terms and conditions herein set forth, a temporary construction easement over and across the Easement Property. Simultaneously with the conveyance of the Property, the Seller shall execute and deliver to the City a temporary construction easement ("the Easement") over and across the Easement Property. The Easement shall be granted free and clear of all liens, mortgages and encumbrances, except for restrictions, reservations and easements of record, if any. The Easement shall be in the form and content attached hereto as Exhibit "C" and by this reference made a part hereof. 4. Purchase Price. The Purchase Price for the Property and 3 the Temporary Easement shall be TWENTY FIVE THOUSAND SEVEN HUNDRED TWENTY EIGHT AND N0/100 DOLLARS ($25,728.00) ("the Purchase Price"). The parties hereto acknowledge and agree that the Purchase Price: (a) constitutes full compensation to the Seller for the value of the Property and the Easement and the resultant damage, if any, to the Easement Property and the remainder of the lands adjacent thereto owned by the Seller; (b) includes full compensation to the Seller for all trees, shrubbery and other improvements, except for fencing, on the Property and the Easement Property, all of which may be removed by the City in connection with the Project; and (c) includes compensation and reimbursement to the Seller for all costs and expenses incurred or to be incurred incident to this Agreement and the closing hereof, including but not limited to attorney's fees and appraisal fees. 5. Fencing. The parties agree that the City shall relocate and/or replace any and all existing fencing located on the Property and the Easement Property, at the City's expense,to the resulting new right-of-way line which will exist after conveyance of the Property and the completion of the Project. The City will replace existing fencing with four -strand barbed wire fencing with wood posts. 6. Closing Costs; Tax Proration. The City shall pay all closing costs associated with this Agreement, including- all recording fees and documentary stamp taxes relating to or resulting from the transfer of title to the City of the Property and the granting of the Easement. Real property taxes in connection with F., the conveyance of the Property shall be prorated as of the day of the acceptance of the conveyance by the City and the prorated amount shall be paid by the Seller and shall be escrowed in accordance with the. provisions of Section 196.295, Florida Statutes. 7. Maintenance of Access. Throughout the Project, the City will maintain for Seller's benefit access to the adjacent lands owned by the Seller as of the date hereof ("the Parent Tract"); provided, however, that the Seller acknowledges that there may be temporary periods during which access to the Parent Tract may be temporarily rerouted due to construction activities associated with the Project. 8. Closing. Closing of title for the Property and the granting of the Easement shall take place at the offices of Foley & Lardner, 111 North.Orange Avenue, Suite 1800, Orlando, Florida at 10:00 a.m. on A v6gsj „Z3 , 1996. The City's legal counsel shall be responsible for the preparation of all closing documents, at the City's expense. 9. Additional Documentation. In connection with the conveyance of the Property and the granting of the Easement, the Seller shall execute such closing documents as may reasonably be required by the City, including but not limited to a standard form no -lien affidavit, a non -foreign certification, and a closing statement. 10. Use of Property and Easement Property Prior to Closing. From the date hereof through the date of acquisition of the 5 Property, the City through its consultants, contractors and employees, will be and are hereby authorized to enter upon the Property and the Easement Property for the purposes of having scientific investigation, surveying and the taking of soil borings in connection with the Project. Any boring holes made by the City shall be promptly filled and packed to the surrounding earth level by the City. 11. Access to Parent Tract During Construction. From the date of closing through the completion of construction of the Project, the City through its consultants, contractors and employees, will be and are hereby authorized to enter upon the Parent Tract to the extent necessary to remove trees, shrubbery and other improvements located on the Property, the Easement Property and within the Limits of Construction as shown on the Project Plans and to relocate or replace the fencing as provided in Section 5 hereof. The City shall be responsible for any damage to the Parent Tract lying outside of the Limits of Construction as shown on the Project Plans caused in connection with the exercise.of the rights granted under this paragraph. The provisions of this paragraph shall survive the closing. 12. Further Documentation. The parties agree that at anytime following a request therefor by the other party, each shall execute and deliver to the other party such further documents and instruments, in form and substance reasonably necessary to confirm and/or effectuate the obligations of either party hereunder and the consummation of the transactions contemplated hereby. The 6 provisions of this paragraph shall survive the closing. 13. Specific Performance. Both the City and the Seller shall have the right to enforce the terms and conditions of this Agreement by an action for specific performance. 14. Time of Essence. Time is of the essence for this Agreement and in the performance of all conditions, covenants, requirements, obligations and warranties to be performed or satisfied by the parties hereto. 15. Agreement; Amendment. This Agreement constitutes the entire agreement between the parties, and supersedes all previous discussions, understandings and agreements, with respect to the subject matter hereof. Amendments to and waivers of the provisions of this Agreement shall be made by the parties only in writing by formal amendment. 16. ARplicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida. 17. Disclosure of Beneficial Interest. Seller warrants and represents to the City that no member of the Ocoee City Commission, no agent or employee of the City, and no person related by blood or marriage to any of the aforesaid has or will benefit in any way, either directly or indirectly from the sale of the Property and the grant of the Easement by Seller to the City under the provisions of this Agreement. 18. successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, successors, heirs and assigns. 7 19. Negotiated Price to be Without Prejudice. The purchase price specified herein was negotiated by the parties on the basis of a total price for the Property and the Easement Property and shall be without prejudice to any party, and inadmissable in any condemnation proceedings which might hereinafter be brought if this transaction is not closed for any reason whatsoever. 20. Time for Acceptance. The Seller is irrevocably executing this Agreement prior to approval by the City; provided, however, that in the event the City does not approve and execute this Agreement on or before August 23, 1996, then the Seller's execution hereof shall be automatically terminated and the City shall immediately return to the Seller the executed originals hereof. 21. Effective Date. The Effective Date of this Agreement shall be the date that it is executed by the City and such date shall be inserted on the front page of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, to become effective as of the date and year first above written. Signed, sealed and delivered SELLER: in the presence of: L.F. and MARY ELLEN ROPER PARTNERSHIP, a Florida general partnership By: L.F. Roper Trust, partner g-�-1 �'l— By pr D.E. Dup " thaler Co -Trustee of the L.F. Roper Trust 8 O7 By: ert • Ro Co -Trustee of the L Roper Trus B John Foster Martin Co -Trustee of the L.F. Roper Trust ED wA,it v A. /TiM G L For use and the City of Approved as this da By: Name: Title: By: Mary Ellen Roper Trust, partner By: hn Foster Marti Co -Trustee of the Mary Ellen Roper Trust By: o - Mary ngstrom Co -Trustee of the Mary Ellen Roper Trust By: Name: Title: Attest: Title: reliance only by Ocoee, Florida. to form and legality y of , 1996. City Attorney AAROPER-PU.AGRI8/141961 DOC I MAD:cgw 10 Executed on: . i q , 1996 CITY: CITY OF OCOEE, a Florida municipal corporation S. Scott Vandergrift Mayor Jean Grafton City Clerk [AFFIX SEAL] EXECUTED ON: , 1996 APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 1996 UNDER AGENDA ITEM NO. PARCEL 103 A PARCEL OF LAND LOCATED IN SECTION 19. TOWNSHIP 22 SOUTH, RANGE 28 EAST BEING DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE: THENCE RUN SOUTH 01.13'01' WEST. ALONG THE WEST LINE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST 'QUARTER. A DISTANCE OF 30.27 FEET: THENCE RUN NORTH 88046159' WEST, 12.41 FEET TO THE POINT OF INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF STORY ROAD WITH THE WEST RIGHT-OF-WAY LINE OF KISSIMMEE AVENUE. SAID POINT OF INTERSECTION BEING THE POINT OF BEGINNING: THENCE RUN SOUTH 01.02'25' WEST. ALONG SAID WEST RIGHT-OF-WAY LINE. 148.43 FEET: THENCE RUN NORTH 04.24'08' WEST. 92.43 FEET: THENCE RUN NORTH 44013'26' WEST. 45.00 FEET: THENCE RUN NORTH 84051'44' WEST. 44.68 FEET: THENCE RUN NORTH 89059'55' WEST. 324.50 FEET: THENCE RUN NORTH 85.15'40' WEST. 242.16 FEET TO A POINT LYING ON THE AFORESAID SOUTH RIGHT-OF-WAY LINE: THENCE RUN SOUTH 89659'55' EAST, ALONG SAID SOUTH RIGHT-OF-WAY LINE. 1351.50 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE. ORANGE COUNTY. FLORIDA AND CONTAINS 12,067 SQUARE FEET. MORE OR LESS. PARCEL 104 A PARCEL OF LAND LOCATED IN SECTION 19, TOWNSHIP 22 SOUTH, RANGE 28 EAST BEING DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE: THENCE RUN SOUTH 01013'01' WEST, ALONG THE WEST LINE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 50.01 FEET TO THE WESTERLY EXTENSION OF THE SOUTH RIGHT-OF-WAY LINE OF GENEVA STREET; THENCE RUN SOUTH 89059'55' EAST, ALONG SAID WESTERLY EXTENSION, 67.60 FEET TO THE POINT OF INTERSECTION OF TI4E EAST RIGHT-OF-WAY LINE OF KISSIMMEE AVENUE WITH THE SOUTH RIGHT-OF- WAY LINE OF GENEVA STREET, SAID POINT OF INTERSECTION BEING THE POINT OF BEGINNING; THENCE RUN SOUTH 09059'55' EAST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, 10.23 FEET; THENCE RUN SOUTH 45144'40' WEST, 14.56 FEET TO A POINT LYING ON THE AFORESAID EAST RIGHT-OF-WAY LINE OF KISSIMMEE AVENUE; THENCE RUN NORTH 01 007'58' EAST, ALONG SAID EAST RIGHT-OF-WAY LINE, 10.16 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND LIES IN THE CITY OF OCOEE, ORANGE COUNTY, FLORIDA AND CONTAINS 52 SQUARE FEET, MORE OR LESS. EXHIBIT P_ PARCEL 703 A PARCEL. OF LAND LOCATED IN SCCTION 10, TOWNSHIP 22 SOUTH, RANGE 20 EAST BUNG DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE: THENCE RUN SOUTH o 1.13'01 • WEST, ALONG THE WEST UNE OF SND NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 643.16 FEET: THENCE RUN NORTH 80.46'59" WEST, 10M FELT TO A POINT LYING ON THE WEST RIGHT-OF-WAY UNE OF ICSSIMMEE AVENUE MIO THE POINT OF BEGINNING: THENCE RUN SOUTH 01'0225' WEST, ALONG SAID WEST IUGHT-OF-WAY LINE. 24.01 FEET: THENCE RUN NORTH 88'57-J5• WEST,10.00 FEET: THENCE RUN NORTH 01.02'25' EAST, 24.01 FEET: THENCE RUN SOUTH 88'57'35' EAST, 10.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND UCS IN THE CRY OF OCOCE. ORANGE COUNTY, FLORIDA AND CONTAINS 240 SQUARE FEET, MORE OR LESS. EXHIBIT B THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: Nary A. Doty, Esq. FOLEY $ LARDNER 111 N. Orange Ave., Ste. 1800 Post Office Box 2193 Orlando, Florida 32802-2193 (407) 423-7656 PARCEL NO. 703 NON-EXCLUSIVE TEMPORARY EASEMENT AGREEMENT THIS NON-EXCLUSIVE TEMPORARY EASEMENT AGREEMENT is made and entered into this day of 1996, by and between L.F. and Mary Ellen Roper Partnership, a Florida general partnership, whose address is P.O. Box 770218, Winter Garden, FL 34777 (hereinafter referred to as the "Grantor"), and the CITY OF OCOEE, a Florida municipal corporation, whose address is 150 N. Lakeshore Drive, Ocoee, FL 34761 (hereinafter referred to as the "Grantee"). W I T N E S S E T H• WHEREAS, Grantor is the owner of that certain real property located in Orange County, Florida, as more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Easement Property"); and WHEREAS, Grantee has requested, and Grantor has agreed to grant and convey to Grantee, a non-exclusive temporary easement over, upon and across the Easement Property for the specific and limited purposes hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of'which are hereby acknowledged, the parties hereto agree as follows: Section 1. The above recitals are true and correct, form a material part of this Agreement and are incorporated hereby by reference. Section 2. Grantor hereby gives, grants, bargains, sells and conveys to Grantee a 'non-exclusive temporary easement over, upon and across the Easement Property for the purposes hereinafter stated (the "Easement"), all subject to the terms, conditions and limitations set forth herein. EXHIBIT C Section 3. Grantor hereby warrants and guarantees to Grantee that Grantor has fee title to the Easement Property, subject to easements, reservations, restrictions and rights-of-way of record, if any, and the Grantor has full power and authority to grant this Easement as to the Easement Property. Section 4. Grantee's use of the Easement Property shall be for the purpose of Grantee, through itself, its agents, contractors, consultants and employees: (a) performing such activities on the Easement Property as Grantee may deem reasonably necessary in connection with the design, engineering and construction of improvements to a certain roadway known as Maguire Road which is located adjacent to and in the vicinity of the Easement Property, and (b) tying in and harmonizing the Easement Property and the driveways, walkways and other improvements thereon with the construction of the Kissimmee Avenue/Story Road/Marshall Farms Road Improvements (the "Project") undertaken by the City in conjunction with the aforesaid activities on the Easement Property. Notwithstanding the foregoing, this Easement is granted upon the condition that• the sloping and/or grading upon the Easement Property shall not extend beyond the Easement Property and that all grading or sloping shall conform to all existing structural improvements within the Easement Property and all work will be performed in such a manner that existing structural improvements will not be damaged. Section 5. This Easement is non-exclusive, and Grantor reserves to itself, its successors and assigns, the non-exclusive right to use, pass and repass over and upon the Easement Property. Each party shall use the rights granted and reserved by this Easement Agreement with due regard to the rights of the other party to use and enjoy the Easement Property. Section 6. The Easement shall terminate upon the earlier of (a) the completion of the construction of the Project as certified by the City, or (b) one year from the date hereof. Upon termination of the Easement, Grantee shall record a Notice of Termination in the Public Records of Orange County, Florida. Section 7. Grantee shall, at its sole cost and expense, restore any improvements on the Easement Property that are damaged by Grantee incident to its construction of the Project to a condition which approximates as closely as is reasonably practicable the condition of said improvements prior to being damaged by Grantee. Section 8. To the extent permitted by law, the Grantee agrees to indemnify and hold harmless the Grantor from and against any and all claims, actions, causes of action, loss, damage, injury, liability, cost or expense, including without limitation attorneys' fees (whether incurred before, during or after trial, or upon any appellate level), arising from the Grantee's use of the Easement Property or from the exercise by the Grantee of any rights granted by this Easement Agreement. Section 9. To the extent that any rules, regulations or ordinances of the Grantee or any previously existing development approvals or any agreement between the Grantor (or its predecessors in interest) and the%Grantee require that certain improvements, including but not limited to walls, signage, landscaping, irrigation and berming, be constructed or installed within all or any portion of the Easement Property, the Grantor agrees that it shall not construct or install any such improvements within the Easement Property until the earlier of (i) the date of termination of this Easement Agreement, or (ii) the written approval by the Grantee of a specific improvement within the Easement Property. The aforementioned restrictions may be waived by Grantee in whole or in part, at the Grantee's option. The Grantor may from time-to- time request the approval of Grantee to construct or install certain improvements within the Easement Property and Grantee covenants and agrees to grant such approval unless the Grantee makes a. good faith determination that such improvement will interfere with the exercise by Grantee of its rights and privileges under the terms of this Easement Agreement. Grantee covenants and agrees that it will not defer or delay the issuance to Grantor of any building permits, certificates of completion or certificates of occupancy because of the inability of the Grantor to complete improvements within the Easement Property due to the restrictions imposed by this Easement Agreement; provided, however, that the Grantor shall, at Grantor's sole cost and expense, promptly complete any such deferred or delayed improvements upon the termination of this Easement Agreement or the waiver of such restriction by the Grantee. Nothing contained in this. Section shall be construed to release-or discharge the Grantor from any of its obligations and responsibilities with respect to improvements to be constructed or installed within the Easement Property. This Section is intended only to affect the timing of the Grantor's compliance with any such obligations and responsibilities. Section 10. The Easement shall be binding upon and inure to the benefit of the parties specified herein, their respective legal representatives, successors and assigns, and the benefits and burdens hereof shall run with the Easement Property. Section 11. This Easement Agreement may be modified or amended only upon the mutual written consent of Grantee and Grantor, or their respective legal representatives, successors and assigns. 3 IN WITNESS WHEREOF, the parties hereto have subscribed their names and have caused this Easement Agreement to be executed as of the day and year first above written. GRANTOR: Signed, sealed and delivered in the presence of: L.F. and MARY ELLEN ROPER PARTNERSHIP, a Florida general partnership By: L.F..Roper.Trust, partner By: D.E. Duppenthaler Co -Trustee of the L.F. Roper Trust STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 1996 by D.E. Duppenthaler as Co - Trustee of the L.F. Roper Trust. Such person: (notary must check applicable box) ❑ is/are personally known to me. ❑ produced a current Florida driver's license as identification. ❑ produced as identification. [AFFIX SEAL] Signature of Notary Name of Notary cryped, Printed or stamped) Commission Number (if not legible on seal : My Commission Expires (f not legible on scan: 4 Signed, sealed and delivered in the presence of: By: STATE OF FLORIDA COUNTY OF Bert E. Roper Co -Trustee of the L.F. Roper Trust The foregoing instrument was acknowledged before me this day of of the L.F. Roper Trust. , 1996 by Bert E. Ropes as Co -Trustee Such person: (notary must check applicable box) ❑ is/are personally known to me. ❑ produced a current Florida driver's license as identification. ❑ produced [AFFIX SEAL] as identification. Signature of Notary Name of Notary afpe prinrra or sram� Commission Number (if not legible on sea!): My Commission Expires (if not legible on seal): Signed, sealed and delivered in the presence of: By: John Foster Martin Co -Trustee of the L.F. Roper Trust STATS OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 1996 by John Foster Martin as Co - Trustee of the L.F. Roper Trust. Such person: (notary must check applicable box) ❑ is/are personally known to me. ❑ produced a current Florida driver's license as identification. ❑ produced as identification. [AFFIX SEAL] Signature of Notary Name of Notary (Typed, Prinw or stamped Commission Number (if not legible on seal): -- My Commission Expires (if not legible on sea!): 6 Signed, sealed and delivered in the presence of: By: Mary Ellen Roper Trust, partner By: John Foster Martin Co -Trustee of the Mary Ellen Roper Trust STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 1996 by John Foster Martin as Co - Trustee of the Mary Ellen Roper Trust. Such person: (notary must check applicable box) ❑ is/are personally known to me. ❑ produced a current Florida driver's license as identification. ❑ produced as identification. [AFFIX SEAL] Signature of Notary Name of Notary Typed, urea or stamped) Commission Number (if not legible on seal): My Commission Expires (if not legible on sea : 7 Signed, sealed and delivered in the presence of: By: STATE OF FLORIDA COUNTY OF Mary Engstrom Co -Trustee of the Mary Ellen Roper Trust The foregoing instrument was acknowledged before me this day of , 1996 by Mary Engstrom as Co -Trustee of the Mary Ellen Roper Trust. Such person: (notary must check applicable box) ❑ is/are personally known to me, ❑ produced a current Florida driver's license as identification. ❑ produced [AFFIX SEAL] 8 as identification. Signature of Notary Name of Notary cam, Printed or ffiamped) Commission Number (if not legible on sea!): My Commission Expire3 (if not legible on seal): Signed, sealed and delivered in the presence of: GRANTEE CITY OF OCOEE, a Florida municipal corporation By: Name: S. Scott Vandergrift Title: Mayor Attest: Name: Jean Grafton Title: City Clerk [AFFIX SEAL] FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON , 1996 THIS DAY OF , 1996. UNDER AGENDA ITEM NO. By: Name: Paul Rosenthal, Esq. City Attorney STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 1996 by S. Scott Vandergrift as Mayor of the City of Ocoee, Florida. Such person: (notary must check applicable box) ❑ is/are personally known to me. ❑ produced a current Florida driver's license as identification. ❑ produced [AFFIX SEAL] AAROPER.FAS 18/14/961 DISK I .MUD:cgw 01 as identification. Signature of Notary Name of Notary gypee, Piinw or stamped) Commission Number (if not legible on seal): My Commission Expims (if mA legible on seal): PARCEL 703 A PARCEL OF LAND LOCATED IN SECTION 19, TOWNSHIP 22 SOUTH, RANGC 28 EAST BEING DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 19 FOR A POINT OF REFERENCE; THENCE RUN SOUTH 01'13'01' WEST, ALONG THE WEST UNE OF SAID NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, A DISTANCE OF 643.16 FEET; THENCE RUN NORTH 84'46W WEST. 10.53 FEET TO A POINT LYING ON THE WEST RIGHT-OF-WAY UNE OF IGSSIMMEE AVENUE AND THE POINT OF BEGINNING: THENCE RUN SOUTH 01'92`23' WEST. ALONG SAID WEST RIGHT.GF-WAY LINE. 24.01 FEET: THENCE RUN NORTH 88'57'35' WEST, 10.00 FEET; THENCE RUN NORTH 01'02'25• EAST. 24.01 FEET; THENCE RUN SOUTH 88'5i35' CAST. 10.00 FLET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND UES IN THE CITY OF OCOEE. ORANGE COUNTY, FLORIDA AND CONTAINS 240 SQUARE FEET, MORE OR LESS. EXHIBIT A