HomeMy WebLinkAboutIII (C) Approval and Authorization for Mayor and City Clerk to Execute Maguire Road: Purchase Agreement with Ferdinand Agenda 1-19-99
Item III C
FOLEY & LARDNER
All UNNEYS AT LAW
CHICAGO POST OFFICE BOX 2193 SACRAMENTO
DENVER ORLANDO, FLORIDA 3 2 80 2-2 1 93 SAN DIEGO
JACKSONVILLE I I I NORTH ORANGE AVENUE. SURE I BOO SAN FRANCISCO
LOS ANGELES ORLANDO, FLORIDA 32801-2386 TALLAHASSEE
MADISON TELEPHONE. (407)423-7656 TAMPA
MILWAUKEE FACSIMILE. 14071 648-I 743 WASHINGTON, O.O.
ORLANDO WEST PALM BEACH
WRRER'S DIRECT LINE
(407)244-3248
EMAIL ADDRESS CLIENT/MATTER NUMBER
prosenthal@foleylaw.com@foley 020377-0284
law.com
MEMORANDUM
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: January 13, 1999
RE: Maguire Road; Purchase Agreement with Ferdinand
Pursuant to the direction of the City Commission, we contacted the Ferdinands to
discuss the acquisition of a triangular piece of property at the intersection of Maguire Road
and Moore Road which is needed in order to make certain intersection improvements,
including signalization. Attached hereto is a proposed Purchase Agreement which has been
executed by the Ferdinands and will accomplish the conveyance to the City of the needed
lands.
A brief summary of the Purchase Agreement is as follows:
(1) The purchase price is $4,500.00. Due to the small dollar amount, no appraisal
has been obtained. The purchase price is based upon an existing contract
entered into by the Ferdinands for the sale of a larger tract of land. An
appraiser for the City has reviewed the purchase price and advised us that it is
reasonable.
(2) In lieu of cash, the Ferdinands will receive a credit against their obligations to
contribute to the cost of installing a traffic signal at the intersection of Maguire
Road and Moore Road.
(3) Closing will occur in February, 1999.
006.123810.1
ESTABLISHED 1842
A MEMBER OF GLOBALE%WITH MEMBER OFFICES IN BExuN,B.ustELs,DRESOEN,FRANKFORT,LONDON,SINAAPORE.STOCKHOLM AND STunGART
FOLEY & LARDNER
January 13, 1999
Page 2
RECOMMENDATION
It respectfully is recommended that the City Commission approve the proposed
Purchase Agreement between James V. Ferdinand, Robert L. Ferdinand and Mary Virginia
Ferdinand and the City and authorize execution thereof by the Mayor and City Clerk and
further authorize the execution of all closing documents necessary to consummate the
transaction under the Purchase Agreement.
/jh
cc: Mary A. Doty, Esq.
006.123810.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is made and entered into this
/9re day of i7 4uekv , 199i, by and between JAMES V. FERDINAND; ROBERT L.
FERDINAND and MARY VIRGINIA FERDINAND, his wife, whose mailing address is
2001 Mercy Drive, Suite 200, Orlando, Florida 32808 (hereinafter referred to as the "Seller"),
and the CITY OF OCOEE, a Florida municipal corporation, whose address is 150 North
Lakeshore Drive, Ocoee, Florida 34761 (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/Roberson Road/Moore 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
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 interest in the Property; and
WHEREAS, Seller, under threat of condemnation, has agreed to sell 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
006.120278.1
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 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 thousand
five hundred and no/I00 dollars ($4,500.00) ("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 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,
006.120278.1 -2-
shrubbery and other improvements located on the Property, all of which will 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.
4. Payment of Purchase Price. In lieu of a cash payment at Closing, the Purchase
Price shall be paid to the Seller as a credit on Seller's obligation to contribute to the cost of
installing a traffic signal at the intersection of Maguire Road and Moore Road, as set forth in
that certain Second Developer Agreement recorded in Orange County Official Records at Book
4433, Page 1798.
5. Closing Costs; Tax Proration. The City shall pay all closing costs associated
with this Agreement, including all recording fees and documentary stamp taxes, if any, 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 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.
6. 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 10:00 a.m. on or
before February 3, 1999. 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 Property,
the Seller shall execute such other 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.
006.120278.1 -3-
8. Use of Property Prior to Closing. From the date hereof through the date of
acquisition of the Property, the City through its consultants, contractors and employees, will be
and are hereby authorized to enter upon the Property for the purposes of having scientific
investigation, surveying and die 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.
9. 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 and within the limits of construction of the Project. The City shall be responsible for
any damage to the Parent Tract lying outside of the limits of construction as shown on the
Roadway Plans caused in connection with the exercise of the rights granted under this
paragraph. The provisions of this paragraph shall survive the closing.
10. Further Documentation. The parties agree that at anytime following a request
thereof or 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.
11. 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.
006.120278.1 -4-
12. 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.
13. 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.
14. Applicable Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Florida.
15. 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 by Seller to the City under the provisions of
this Agreement.
16. 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.
17. 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 inadmissible in any condemnation proceedings which might
hereinafter be brought if this transaction is not closed for any reason whatsoever.
18. 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
006.120278.1 _5_
execute this Agreement on or before February 2, 1999, then the Seller's execution hereof shall
be automatically terminated and the City shall immediately return to the Seller the executed
originals hereof.
19. 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:
GOirk1
Print Nam Nita—c�.v. /L (.L�S'71 (( J ES V. FERDINAND
Print Name:_ 'TVs Lam. -Still 1 61417
14AAti R)(L/1LUk r
Print Name: U a� �1.1(�5-fA i� BERT C. RDINAND
...2-----
Print Name: v cila t/a r
Print Name .S(.c s(yi_ti (d 60's fit MA Y GINIA F RDINAND
J •
�,{�
Print Name: I:d4--a, -Sf i/r/ 17 R h
EXECUTED ON: lit{— 1999
006.120278.1 "6"
CITY:
CITY OF OCOEE, a Florida municipal
corporation
� 1i By:� lY-
Print Name: PA-21c i Y1 E S. SCOTT VANDERGRIFT, Mayor
�ya�-✓ Ak,azz & Attest: C [ / 131-4-iy�
Print Name: FE/9N GO$A)ELL J(4N GRAFTO , City Clerk
[AFFIX SEAL]
EXECUTED ON: .f h Nu Aitti (9 1999
For use and reliance only by the City of
Ocoee, Florid . Approve as to form and
legality this 11 day of nt/6t`3/ , 1999.
FOLEY & LARDER APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
}/ 19 , 1999 UNDER AGENDA
By: ITEM NO. C .
City Attorney
006.120278.1 -�-
•
LEGAL DESCRIPTION -.
1 (THIS :S NOT A SURVEY)
'ECAI Orsrs:PRON
A HRACT Cr LAND LINO 1N SECTION 22. '9KNSHIP 22 SOUTH. RANGE 2B EAST.
VBEING DESCRIBED AS FCLLOVS.'
J COMMENCE AT UE NEST QUARTER CORNER OF SAID SEC EON J2
FOR A POINT Cr REFERENCE: THENCE RUN NOR TN 0078'4J"
NEST ALGNO .HE 4ESr LINE OF Sao S£CSSN J2. A DISTANCE OF
J9.72 FEEL THENCE RUN NORTH 89'JI'I1" EAST. 60.00 FEET TO
THE EAST RIGHT-OF-WAY LINE Cr MAGUIRE ROAD ACCORDING TO •
• OFFICIAL RECORDS BOOK 4678. PAGE 2681 AND THE POINT OF
BEGINNING Cr THE HEREIN DESCRIBED LANDS: THENCE RUN NORTH •
SCALE 0078'4J 'I:EST. :LONG SAID EAST RIGHT-GF-NAY LINE. J200 FEET.'
= W THENCE JEPAR,NG SAID RIGHT-OF-NAY LINE. RUN SOUTH
4670'44" EAST. 42.53 FEET TO THE NORTH RIGHT-OF-NAY LINE OF
MOORE ROAD ACCRDING TO THE ABOVE REFERENCED OFRC/AL
RECORDS BOOK AND PAGE: THENCE RUN SOUTH 89'47'15' NEST
ALONG SAID NORTH RICH r-Or-wAY LINE. 22.00 FEET TO THE POINT
OF BEGINNING.
I THE ABOVE CI-SCRIBED 'ACT Or LAND LES IN GRANGE CSUNTY O.ORIOA AND
CONTAINS C S:0 ACRES '.IGRE OR LESS.
CAST Aar-Cl-WAY UNE
OF PAaar ROAD ---m...,
(0.RG lL PC. MN
1. 0 S9 CI s
c O KS 50-
m 2 F
_- m S VAN SJ C`
A ,
• 0
1.
O 0.0101
ACRES
•
_ .Iruvr II _ S89'4795=W
— Tam �C - 30.00'
Wet/wa-cr-YMr UN
.n H. r WYE ROAD
(aY 4418.PG2610
MST APE OF WORM AZ MOORE ROAD
GNP 22 SCUM
8 RANGE IS EAST.
::N
r 4 cRw 21.1 NOTES
•
. (I) BEMIS=
� � ARE TO ID N4 ASSURED alt
TO PC we SECTION 22 �al[S
BEfNC NORTH 0076.43 MESE
(2) PIE GAL GESCRTPITON- HEREON HAS BEEN PREPARED or TIE 911% U?
AT THE CLIENT'S REQUEST.
(3) THIS SKETCH BOSS NOr REPRESENT A REID SURVEY. AS SUCH
I (4) THE OEUNEA RON OF LANDS SHOP?) HEREON ARE AS PER THE CLIIHTS
\ p p INSTRUCOONS
AEff mwmr CORNER L- MEI Mi '
Y YCaal J). tarns" }} 3 " .a
SOWN. FARCE III EAST
SKIT : - 1
P EC PROFESSIONAL ENGINEERNG CONSULTANTS, INC.
G L/ engivm PlamrtS 33
CERTIFICATE OF AUTHORIZATION NUMBER LB(5 3556
. .. ._._ .— r..i,. . 700 con ReO.... Slew • O PAPA 7 • mFa-RV