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HomeMy WebLinkAboutVII (E) Discussion: Land Swap Involving Lot and Mobile Home in Pioneer Key Agenda 3-07-2000 Item VII E FOLEY & LARDNER MEMORANDUM CLIENT-MATTER NUMBER 020377-0525 TO: The Honorable Mayor and City Commissio ers of the City of Ocoee FROM: Paul E. Rosenthal, Esq., City Attorney DATE: March 1, 2000 RE: Land Swap Involving Lot and Mobile Home in Pioneer Key In September 1998 the City of Ocoee received from the State of Florida Agency for Healthcare Administration a Quit Claim Deed for Lot 5 of Pioneer Key Park which is located at 5 Sunset Key Court. A mobile home was located on the lot at the time of the conveyance and has been unoccupied since the conveyance. The City does not have a Certificate of Title for the mobile home and has been unable to locate the Identification Number in order to trace whether any third party could assert an ownership interest; however, no one has appeared asserting an interest in the mobile home and.it would be difficult to relocate. The City recently resolved certain title issues associated with the lot acquired from the State and is now in a position to utilize the lot and mobile home as the City deems to be in its best interest. The Estate of Gary M. Moody owns a lot within Pioneer Key Park Section 2 which is located at 65 Sand Dollar Key Drive. A mobile home located on this lot is owned by Verle Workman. Mr. Workman pays a rental fee to the Moody family in order to keep his trailer on the lot. The mobile home is located on top of a drainage easement which has a drainage structure which is in need of repair in order to address drainage issues within Pioneer Key. Bob Smith has advised that the needed repair work cannot take place without destroying the mobile home on the lot. The City contacted Faye Moody and Mr. Workman regarding the possibility of swapping the lot and mobile home owned by them for the lot and mobile home owned by the City at 5 Sunset Key Court. Both of them have expressed willingness to enter into a lot and mobile home swap agreement which would be on the basis of the lots and mobile homes having an equal value. Under the proposed discussions, the City would be bear all of the costs and expenses of the transaction so that Mrs. Moody and Mr. Workman would not incur any expense associated with the transaction. Title to the lots would be conveyed by special warranty deed. Title to Mr. Moody's trailer would be conveyed to the City by Bill of Sale and transfer of the Certificate of Title. Title to the City's mobile home would be conveyed by 006.171680.1 Bill of Sale with the City warranting title and agreeing to defend title against any third party claims. The City would not have a Certificate of Title to provide to Mr. Workman. Title insurance would be provided by the City with respect to both lot conveyances. The consummation of the lot and mobile home swap would allow the City to address an outstanding drainage issue within Pioneer Key by removing the existing mobile home at 65 Sand Dollar Key Drive and proceeding to repair the improvements within the drainage easement. The mobile home to be acquired by the City would have no salvage value to the City. Attached hereto is a draft of the Purchase and Sale Agreement which is subject to revision based on comments from Ms. Moody and Mr. Workman. Mr. Shapiro and Mr. Smith both recommend that the City Commission approve the lot and mobile home swap. RECOMMENDATION It respectfully is recommended that the City Commission approve the conveyance to the Estate of Gary M. Moody (or his heirs) of the lot located at 5 Sunset Key Court and the conveyance to Verle E. Workman of the mobile home located thereon on an equal value basis in exchange for the lot and mobile home located at 65 Sand Dollar Key Drive and authorize the Mayor and City Clerk to execute all documents, including but not limited to the Purchase and Sale Agreement, with such changes thereto as may be approved by the City Attorney and Director of Public Works, necessary to consummate the lot and mobile home swap. PER/jh -2- 006.171680.1 PURCHASE AND SALE AGREEMENT (Lot and Mobile Home Swap) This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into this day of 2000, by and among VERL EUGENE WORKMAN, whose address is 65 Sand Dollar Key Drive, Ocoee, FL 34761-2034 (hereinafter referred to as "Workman"), THE ESTATE OF GARY MICHAEL MOODY, whose address is 17205 Red Bird Road, Winter Garden, FL 32787 (hereinafter referred to as "Moody"), and the CITY OF OCOEE, FLORIDA, a Florida municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee, Florida 34761 (hereinafter referred to as the "City"). WITNESSETH: WHEREAS, the City is the owner of the lot located at 5 Sunset Key Court, Ocoee, FL 34761, said lot more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof(the "City Lot"); and WHEREAS, the City is the owner of the mobile home affixed to the City Lot (the "City Mobile Home"); and WHEREAS, Moody is the owner of the lot located at 65 Sand Dollar Key Drive, Ocoee, FL 34761-2034, said lot more particularly described in Exhibit "B" attached hereto and by this reference made a part hereof(the "Moody Lot"); and WHEREAS, Workman is the owner of that certain 1974 mobile home with an identification number of 08631304H presently located on the Moody Lot (the "Workman Mobile Home"); and 006.172115.2 WHEREAS, the Workman Mobile Home is located on top of a drainage easement which is in need of repair work in order to address drainage issues within Pioneer Key Park; and WHEREAS, the needed repair work to the drainage easement cannot take place without removing or destroying the Workman Mobile Home; and WHEREAS, the City, Workman and Moody have agreed to exchange on an equal value basis the City Lot and the City Mobile Home for the Moody Lot and the Workman Mobile Home, respectively. 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. Lot Exchange. Moody agrees to convey the Moody Lot, and all of Moody's rights, title and interest therein, to the City in a straight exchange for the City's conveyance of the City Lot, and all of City's rights, title and interest therein, to Moody. Moody shall convey to the City marketable, fee simple title to the Moody Lot by special warranty deed free and clear of all liens, mortgages, leases and other encumbrances, except for restrictions, reservations and easements of record, if any, acceptable to the City. City shall convey to Moody marketable, fee simple title to the City Lot by special warranty deed free and clear of all liens, mortgages, leases and other and encumbrances, except for restrictions, reservations and easements of record, 006.172115.2 -2- if any, acceptable to Moody. Neither conveyance shall include the mobile homes located on said lots. 3. Mobile Home Exchange. Workman agrees to convey the Workman Mobile Home, and all of Workman's rights, title and interest therein, to the City in a straight exchange for the City's conveyance of the City Mobile Home, and all of City's rights, title and interest therein, to Workman. Workman shall convey the Workman Mobile Home to the City by a bill of sale and by completing the Transfer of Title by Seller section of the Certificate of Title to the Workman Mobile Home. City shall convey the City Mobile Home to Workman by a bill of sale. The City has been unable to determine the identification number of the City Mobile Home and does not possess a Certificate of Title. Accordingly, the City will not provide Workman with a Certificate of Title to the City Mobile Home, but will warrant title thereto. 4. 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 of the lots. The City shall pay the cost of providing title insurance to both the lots being conveyed herein. Real property taxes in connection with the conveyance of the Moody Lot shall be prorated as of the day of the acceptance of the conveyance by the City and the prorated amount shall be paid and escrowed in accordance with the provisions of Section 196.295, Florida Statutes. 5. Lease of Moody Lot. Nothing in this Agreement shall be construed as governing the relationship or terms of any lease agreement between Moody and Workman after the closing of title to the lots and the conveyance of the mobile homes. 006.172115.2 -3- Any agreement concerning the lease or terms of any lease between Moody and Workman after the closing shall be governed by a separate agreement of which the City will not be a party. The provisions of this paragraph shall survive the closing. 6. Closing. Closing of title to the lots and conveyance of the mobile homes shall take place at the offices of Foley & Lardner, 111 North Orange Avenue, Suite 1800, Orlando, Florida at the later of (i) March 31, 2000, or (ii) ten (10) days after title to the Moody Lot is vested in the beneficiaries of the Estate of Gary Michael Moody pursuant to the probate proceedings; provided, however, that the City may, at its option, elect to close on the mobile homes in advance of the closing on the lots in which case Workman shall not be obligated to pay any lot rental to the City during the time the City owns the City Lot, but shall continue to pay the lot rental to Moody in accordance with the private rental agreement between Moody and Workman. The City's legal counsel shall be responsible for the preparation of all closing documents, at the City's expense. 7. Additional Documentation. In connection with the conveyance of the lots and mobile homes, the parties agree that at anytime following a request therefor by another party, the party of which the request was made shall execute and deliver to the requesting party such further documents and instruments, in form and substance reasonably necessary to confirm and/or effectuate the obligations of the parties hereunder and the consummation of the transactions contemplated hereby. The provisions of this paragraph shall survive the closing. 006.172115.2 -4- 8. Specific Performance. The City, Moody and Workman shall each have the right to enforce the terms and conditions of this Agreement by an action for specific performance. 9. 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. 10. 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. 11. Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida. 12. 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, and, as to Moody, on the beneficiaries of the Estate of Gary Michael Moody acquiring title to the Moody Lot. 13. Time for Acceptance. Moody and Workman are 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 March 22, 2000, then Moody's and Workman's execution hereof shall be automatically terminated and the City shall immediately return to Moody and Workman their executed originals hereof. 006.172115.2 -5 14. 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 MOODY: in the presence of: THE ESTATE OF GARY MICHAEL MOODY Print Name: By: Name: Title: Print Name: Executed on: Signed, sealed and delivered WORKMAN: in the presence of: Print Name: Verl Eugene Workman Print Name: Executed on: 006.172115.2 -6- Signed, sealed and delivered CITY: in the presence of: CITY OF OCOEE, a Florida municipal corporation By: Print Name: S. Scott Vandergrift Mayor Attest: Print Name: 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: Paul E. Rosenthal, Esq. City Attorney Foley & Lardner 006.172115.2 -7 EXHIBIT "A" (City Lot Legal Description) Lot 5, PIONEER KEY PARK, according to the Plat thereof, as recorded in Plat Book 6, Pages 77 through 86, Public Records of Orange County, Florida. A-1 006.172115.2 EXHIBIT "B" (Moody Lot Legal Description) Lot 4, Block H, PIONEER KEY PARK SECTION TWO, according to the Plat thereof, as recorded in Plat Book 7, Page 145 of the Public Records of Orange County, Florida. 006.172115.2 A-1