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HomeMy WebLinkAboutVII(G) Approval And Authorization For Mayor And City Clerk To Execute The Purchase Agreement With Lakendon, Inc For The Maguire Road Widening Project Segment 3 Agenda 6-06-2000 Item VIIG FOLEY & LARDNER ATTORNEYS AT LAW CHICAGO POST OFFICE BOX 2 193 SACRAMENTO DENVER ORLANDO, FLORIDA 32802-2 1 93 SAN DIEGO JACKSONVILLE I I I NORTH ORANGE AVENUE, SUITE I BOO SAN FRANCISCO LOS ANGELES ORLANDO, FLORIDA 3250 I-2386 TALLAHASSEE MADISON TELEPHONE: (407)423-7656 TAMPA MILWAUKEE FACSIMILE: (407) 648-1743 WASHINGTON, D.C. ORLANDO WEST PALM BEACH WRITER'S DIRECT LINE (407)423-7656 EMAIL ADDRESS CLIENT/MATTER NUMBER mdoty@foleylaw.corn 020377-0284 MEMORANDUM TO: The Honorable Mayor and City Commissioners of the City of Ocoee FROM: Mary A. Doty, Esq., Assistant City Attorney Kith THROUGH: Paul E. Rosenthal, Esq., City Attorney DATE: May 30, 2000 RE: Maguire Road Widening Project: Acquisition from Lakendon, Inc. Based on the Maguire Road Widening Project design prepared by PEC, the City needs to acquire property from Lakendon, Inc., the principals of which are Don and Ken Wingate ("the Wingates"). The Wingate property to be acquired is Lot 1 of Ocoee Commercial Park, located on the west side of Maguire Road, north of SR 50. Lot 1 consists of 1.62 acres. The City intends to build a retention pond on the Wingate property. The City had the Wingate property appraised by DeRango, Best & Associates, who appraised the property at $5.50 per square foot. This results in an appraised value of $390,000.00. A copy of the DeRango appraisal report is available in the City Clerk's office for your review. The Wingates have agreed to convey their property to the City for $400,000.00 plus payment of$4,000.00 in attorneys' fees and $1,675.00 in appraisal fees. Attached is a Purchase Agreement, under threat of condemnation, which has been executed by Lakendon, Inc. Although the purchase price for the fee parcel exceeds the City's appraised value by $10,000.00, we recommend approval. In the absence of a negotiated acquisition it would be necessary for the City to condemn this property interest and incur costs in excess of$10,000.00. The payment of the agreed upon attorneys' fees and costs is also consistent with the Florida eminent domain statute. DiL 006.182800 ESTABLISHED 1 8 4 2 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN BERLIN,BRUSSELS,DRESDEN,FRANKFURT,LONDON,SINGAPORE,STOCKHOLM AND STUTTGART FOLEY & LARDNER The Honorable Mayor and City Commissioners of the City of Ocoee May 30, 2000 Page 2 RECOMMENDATION: Approve the Purchase Agreement executed by Lakeondon, Inc., authorizing execution thereof by the Mayor and City Clerk, and further authorize the Mayor and City Clerk to execute all documents necessary to close the transaction. cc: Ellis Shapiro, City Manager James W. Shira, P.E., City Engineer 006.182800 PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made and entered into this day of 2000 by and between Lakendon, Inc., a Florida corporation, whose address is P. O. Box 220, Killarney, FL 34740 (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"). WITNESSETH: 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 (the "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 Maguire Road Widening Project (the "Project") and in connection therewith needs to acquire from the Seller fee simple title to the Property for the Project; 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 that the City intends to use its power of eminent domain to condemn its required interests in the 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 006.1821 19 any and all improvements, structures, fixtures and appurtenances thereto 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 agree 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, as to the Property, 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. Purchase Price: The Purchase Price for the Property shall be. FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) (the "Purchase 2 006.182119 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 resultant damage, if any, to 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 on the 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, except attorneys' fees and appraisal fees, as set forth below: 4. Attorneys' Fees. The City agrees to pay Seller's attorneys' fees as provided by Florida Statutes §73.092 in the amount of FOUR THOUSAND HUNDRED AND NO/100 DOLLARS ($4,000.00). 5. Appraisal Fees. The City agrees to pay the Seller's reasonable appraisal fees pursuant to Florida Statutes §73.091 in an amount not to exceed ONE THOUSAND SIX HUNDRED SEVENTY-FIVE AND NO/100 DOLLARS ($1,675.00). 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. Real property taxes in connection with the conveyance of the Property shall be paid 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. Notwithstanding the foregoing, if the closing of title 3 . 006.182119 for the Property occurs between November 1 and December 31, then Seller shall pay all real property taxes for the entire year. 7. Covenants by City. As additional consideration and as a material inducement for Seller to enter into this Agreement and to agree to convey the Property to the City, the City hereby covenants and agrees as follows: a) As part of the Project, the City will, at the City's expense relocate the existing sign on the Property to Lot 2, Ocoee Commercial Park as recorded in`Plat Book 26, Pages 135 and 136 of the Public Records of Orange County, Florida. The sign will be relocated to a mutually acceptable location on Lot 2 consistent with the City of Ocoee Code. This Covenant shall survive the closing of this Agreement. b) The City agrees that it will not construct improvements on the Property in excess of twelve feet.in height with the exception of landscaping, street lighting, and traffic signalization improvements. This restriction shall be included in the special warranty deed referenced in Paragraph 2. 8. 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 "Adjacent Lands"); provided, however, that the Seller acknowledges that there may be temporary periods during which access to the Adjacent Lands may be temporarily rerouted due to construction activities associated with the Project. 9. Closing. Closing of title for the Property shall take place at the offices of Foley & Lardner, 111 North Orange Avenue, Suite 1800, Orlando, Florida, at 10 a.m. on July 31, 2000, unless modified by mutual agreement of the parties. The City's 4 006.182119 legal counsel shall be responsible for the preparation of all closing documents, at the City's expense. 10. Additional Documentation. In connection with the conveyance of the Property 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. 11. 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 provisions of this paragraph shall survive the closing. 12. 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. 13. 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. 14. 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. 5 006.182119 15. Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida. . 16. Disclosure of Beneficial Interest. Contemporaneous with the execution of this Agreement, Seller shall deliver to the City a public disclosure of its beneficial ownership which shall comply with the requirements set forth in Section .286.23, Florida Statutes. This Agreement constitutes a written notice from the City. to Seller requesting the foregoing- disclosure and informing Seller that such disclosure must be made under oath, subject to the penalties prescribed for perjury. 1'7. 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. 18. 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 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. 19. 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 and deliver an executed copy to Seller on or before June 30, 2000, then the Seller's execution hereof shall be automatically terminated and the City shall immediately return to the Seller the executed originals hereof. . 6 006.182119 20. Effective Dater 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 resence of: 7 006.1821 19 Signed, sealed and delivered CITY: in the presence of: CITY OF OCOEE, a Florida municipal corporation By: S. Scott Vandergrift Mayor Attest: Jean Grafton City Clerk [AFFIX SEAL] Executed on: , 2000 For use and reliance only by the City of APPROVED BY THE OCOEE CITY Ocoee, Florida. Approved as to form and COMMISSION AT A MEETING legality this day of HELD ON 2000. 2000 UNDER AGENDA ITEM NO. By: Name: City Attorney Foley & Lardner 8 006.182119 EXHIBIT A LEGAL DESCRIPTION: Lot 1 OCOEE COMMERCIAL PARK as recorded in Plat Book 26, Pages 135 and 136 of the Public Records of Orange County, Florida 9 006.182119