HomeMy WebLinkAboutVI(B) Contract For Sale And Purchase Of C & W Trucking From Creeden Family Limited Partnership Agenda 8-17-99
Item VI B
FOLEY & LARDNER
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MEMORANDUM
CLIENT-MATTER NUMBER
020377-0504
TO: The Horurable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: August 11, 1999
RE: Proposed Purchase from The Creeden Family Limited Partnership
ISSUE:
Should the .City Commission approve the purchase from The Creeden Family..
Limited Partnership of a parcel of land for use as a new public works facility at 'a purchase
price of$1,127,540.66? .
BACKGROUND:
Pursuant to the provisions of Section C-8(B)(1) of the City Charter, an
advertised public hearing was held on August 3, 1999 regarding the above .referenced:
purchase. Action on the proposed purchase was continued to the August 17 City Commission
meeting so that the contract could be finalized.
In connection therewith, attached hereto are the following:
(1) Summary of Proposed Agreement of Purchase and Sale
(2) Three (3) original Agreements of Purchase and Sale executed by the Seller.
(3) Copy of Staff Report by Bob Smith, Public Works Director, dated July 1, 1999
previously distributed to the City Commission. .
As noted in the summary, the City has ninety (90) days to investigate various
matters related to the property and may elect to terminate within that time period. Following
approval of:the Purchase Contract, the City would obtain an appraisal; environmental site
. assessment and survey. In the event the Purchase Price is not supported by an appraisal,._or.-if
all:.environmental concerns are not satisfactorily addressed, then the City could .elect .to
terminate.
006.148552.2 i/
The proposed Contract specifically addresses environmental issues raised by Jim
Shira. These issues will be better addressed during the due diligence period..
The City Manager and Director of Public Works recommends that the City
Commission approve the proposed purchase.
RECOMMENDATION:
It respectfully is recommended that: (1) the City Commission, having held an
advertised public hearing pursuant to Section C-8(B)(1) of the City Charter approve the
acquisition of the lands owned by The Creeden Family Limited Partnership as more
particularly described in the proposed Purchase Agreement, and (2) approve the Purchase
Agreement and authorize execution thereof by the Mayor and City Clerk and further authorize
the execution of all documents necessary to consummate the transaction contemplated by the Purchase Agreement.
PER/jh
Attachment(s)
006.148552.2 -2
FOLEY & LARDNER
MEMORANDUM •
CLIENT-MATTER NUMBER
020377-0504
TO: :The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Donna More, Esq., Assistant City Attorney ..
THROUGH: Paul E. Rosenthal, Esq., City Attorney
DATE: August 11, 1999
RE: Updated Summary of Proposed Agreement of Purchase and Sale between'The •
Creeden Family Limited Partnership, as Seller and the City of Ocoee, as
Buyer
The following is a.summary of the salient terms of the proposed Agreement for
Sale and Purchase relative to be City's contemplated purchase of land for use as a public
works facility:
Purchase Price:* $1,100,920.66 for parcels 2 and 3.
$26,620.00 for Parcel 1**
*No deposits required
**Parcel 1 may be excluded at City's option during Due Diligence Period
Due Diligence Period: 90 days from Effective Date of Contract. The City, at its
option, may terminate during the Due Diligence Period.
Title: To be provided and paid for by Seller.
Survey: To be obtained and paid for by City.
Environmental: City to obtain Phase I and Phase II '.Environmental
Assessment reports on the Property, at City's expense.
Seller to perform all cleanup, remediation and tank
removal, at Seller's expense; provided, however, that the
Seller will have the right to terminate the Contract if
clean-up costs are estimated to exceed $250,000.00.
Seller's inability to perform and complete all required
006.148210.1
work by the Closing Date will result in Seller's obligation
to either (1) deposit in escrow 150% of the cost of all
such work; or (2) post a payment and performance bond
for up to 100% of the cost and provide a cash escrow for
the balance of the 150%. Alternatively, City may elect to
terminate.
Closing: Thirty (30) days after expiration of Due Diligence Period
(i.e., 120 days from Effective Date of Contract).
Closing Costs: All other closing costs to be paid by Seller except
recording of deed which is paid for.by City.
Broker: Pat Bond of Palm Tree Properties is Seller's broker.
Seller to pay commission.
Default: Both Seller and Buyer are limited to the remedy of
specific performance.
Condemnation: The sale by Seller to the City is under threat of
condemnation. This provides certain tax benefits to
Seller.
PER/fec
Enclosure
006.148210.1 -2
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT is made and entered into as of the _ day of
1999 by and between THE CREEDEN FAMILY LIMITED PARTNERSHIP (hereinafter
referred to as "Seller") and THE CITY OF OCOEE, a Florida municipal corporation
(hereinafter referred to as "Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of the fee simple title to certain real property, and all
improvements therein, 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, Buyer is a municipal corporation which is authorized to exercise
condemnation powers pursuant to Chapter 166 of the Florida Statutes; and
WHEREAS, the parties agree that this Agreement and the conveyance of the Property
shall occur under the threat of condemnation pursuant to Chapter 166, Florida Statutes; and
WHEREAS, Seller, under threat of condemnation, has agreed to sell to Buyer, and
Buyer has agreed to purchase from Seller, the Property, together with any and all
improvements, structures, fixtures and appurtenances thereto, unless specifically excluded
herein, on the terms and conditions stated below.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter contained, and other good and valuable considerations, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do
hereby warrant and agree as follows:
1. The Purchase.
(A)Seller, under threat of condemnation, agrees to sell, and the Buyer
agrees to purchase, on the terms and conditions hereinafter set forth, the Property, in fee
simple, subject only to those title matters accepted by Buyer, together with all of the
tenements, hereditaments, improvements, fixtures, oil, gas and mineral rights, canals, ditches,
roads and easements, appertaining thereto and all of the Seller's right, title and interest therein,
including all right, title and interest of Seller in and to any land lying in the bed of any street,
08/09/99 10:41 AM
006.146314.3
alley, road or avenue (before or after vacation thereof, and whether previously abandoned or
vacated or hereafter abandoned or vacated).
(B)It is expressly agreed between the parties that the underground fuel
system described in Paragraph 7 hereof is specifically excluded from the.Property.
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2. Purchase Price.
(A)The purchase price of the Property shall be as follows, subject to
adjustments and prorations as provided for in this Agreement(the "Purchase Price"):
(i) One Million One Hundred Thousand Nine Hundred Twenty and
66/100 Dollars ($1,100,920.66) for the portion of the Property designated as Parcels 2 and 3
on Exhibit "A"; and
(ii) Twenty Six Thousand Six Hundred Twenty Dollars ($26,620.00)
for the portion of the Property designated as Parcel 1 on Exhibit "A", subject to the provisions
of subparagraph(B) below.
(B)Upon the expiration of the Due Diligence'Period (as defined in
Paragraph 5 hereof), Buyer shall have the right, in its sole discretion, to exclude Parcel 1 from
the Property to be purchased hereunder and, in such event, the Purchase Price shall be
$1,100,920.66, which represents the amount allocated to Parcels 2 and 3. Buyer shall notify
Seller in writing, on or before 5:00 p.m. on the last day of the Due Diligence Period, whether
the Buyer has elected to exclude said Parcel 1.
(C)The Purchase Price (or such greater or lesser amount as may be
necessary to complete payment of the Purchase Price after escrows, deductions, credits,
adjustments and prorations) shall be paid to Foley & Lardner, as closing agent (the "Closing
Agent") at the Closing by wire transfer or by Buyer's check foi whicl funds are immediately
available. The Closing Agent shall disburse such funds in accordance with the provisions of
this Agreement. The net proceeds payable to the Seller (after escrows, deductions, credits,
adjustments and prorations) shall be disbursed by wire transfer or trust account check (as
determined by Seller) in accordance with the written instructions of the Seller to Buyer and the
Closing Agent. It is expressly agreed by Seller that the Purchase Price is an amount negotiated
by the parties under threat of condemnation and constitutes an amount which the Seller, under
threat of condemnation, is willing to accept as full compensation to it for (1) the value of the
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Land and the resultant damage, if any, to the Seller, (2) business damages to any business
located upon the Land, and (3) the value of the Personal Property. Seller will execute and
deliver at Closing a release in the form acceptable to Buyer.
3. Personal Property. There is currently present on the Property an awning
which covers the existing fuel system. This awning shall remain on and be conveyed with the
Property notwithstanding the removal of said fuel system as provided in Paragraph 7 hereof.
All existing fences located on the Property shall remain and shall be conveyed to Buyer in the
condition existing as of the Effective Date hereof, subject to normal wear and tear.
4. Title, Survey and Legal Description.
(A)Within thirty (30) days after the Effective Date of this Agreement,
Seller shall deliver to Buyer and Buyer's counsel an unsigned title insurance commitment (the
"Title Commitment") for an owner's title insurance policy in the amount of the Purchase Price
(the "Title Policy") showing good and marketable fee simple title to the Property vested in the
Seller, subject only to those matters expressly set forth in this Agreement and such other
matters as may be agreed to by Buyer. Seller agrees that, within five (5) days after the
expiration of the Due Diligence Period, Seller shall deliver the signed Title Commitment to
Buyer's counsel consistent with the unsigned Title Commitment but updated to the end of the
Due Diligence Period. The Title Commitment shall identify each exception of record by the
parcel to which such matters apply and include copies of all exceptions of record noted therein.
The cost of the Title Commitment, Title Policy and any title searches or status of title
reports/certificates and updates associated therewith shall be paid by the Seller.
(B)During the Due Diligence Period, Buyer shall obtain, at Buyer's
expense, a boundary survey of the Property in accordance with the Minimum Technical
Standards for Surveys in the State of Florida (Chapter 61G17-6, Florida Administrative Code)
(the "Survey"). Buyer may, at its option, choose to utilize the existing survey prepared for
Seller by Michael T. Rudd dated December 22, 1998, bearing Job No. 98-500 and have said
Survey updated and recertified, at Buyer's expense, and Seller agrees to provide the surveyor
with any and all authorizations which the surveyor may require in order to permit such update
and recertification.
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(C)Within twenty (20) days from Buyer's receipt of both the Survey and
Title Commitment, Buyer (or Buyer's counsel) shall deliver to Seller (or Seller's counsel) two
(2) copies of the Survey, and a letter notifying Seller of: (i) any title defects and/or title
matters which are not acceptable to Buyer ("Title Objections"); and (ii) overlaps,
encroachments, violations of contract covenants or other adverse matters revealed by the
Survey ("Survey Objections"). Without limiting Buyer's rights contained herein, in case of a
lien or encumbrance on any portion of the Property which at the time of the Closing is a
liquidated amount, Seller covenants and agrees to remove such lien or encumbrance at the
Closing so that the applicable interest in the Property will be conveyed to Buyer free and clear
of same and in such event said liens and encumbrances shall not constitute Title Objections.
(D)If Buyer raises any Title or Survey Objections, then Seller shall, at
Seller's expense, undertake reasonable and diligent efforts to cure and remove any such Title
and Survey Objections by the end of the Due Diligence Period. In the event Seller cures and
removes any such Title and Survey Objections as aforesaid within the Due Diligence Period,
then, during said Due Diligence Period, Seller shall provide Buyer with an endorsement to the
Title Commitment removing as title exceptions those matters on which the Title and Survey
Objections were based. If, after the exercise of reasonable efforts and due diligence and upon
the expiration of the Due Diligence Period, the Seller has not cured and removed any such
Title and Survey Objections and Buyer has not received the aforementioned endorsement to the
Title Commitment, then Buyer shall have the option to either (i) terminate this Agreement, or
(ii)proceed to Closing, without setoff or reduction in the Purchase Price.
(E)The legal description(or descriptions) of the Property as set forth on
the Survey shall be utilized in the Title Commitment, Title Policy, Warranty Deed and all
other closing documents provided the surveyo certifies that such legal descriptions describe
the same land as described in the instruments by which Seller acquired title to the Property.
(F)The Title Commitment shall be endorsed or "marked-up" at the
Closing as to show title to the Property in Buyer as required herein. The title insurer shall
provide gap coverage insuring against adverse title matters pursuant to Section 627.7841,
Florida Statutes. Upon the Closing and recording of the deed to Buyer, the Title Policy shall
be issued pursuant to the Title Commitment and delivered to Buyer so as to show title in Buyer
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as required herein. Upon execution by Seller, at Closing, of the Affidavit required by the title
company and completion of the Survey, the "standard exceptions" to the Title Policy shall be
deleted, except for matters actually shown on the Survey.
5. Buyer's Due Diligence Period. This Agreement is contingent upon the
completion of feasibility and other investigations to the satisfaction of Buyer, in its sole
discretion. Buyer shall have a period of ninety (90) days from the Effective Date of this
Agreement (the "Due Diligence Period") in which to undertake any and all tests and
investigations which Buyer, in its sole discretion, deems appropriate in determining the
suitability of the Property for Buyer's intended use. If Buyer, in its sole discretion, determines
that the Property is unacceptable to Buyer for any reason whatsoever, then Buyer may elect to
terminate this Agreement by furnishing written notice thereof to Seller no later than 5:00 p.m.
on the last day of the Due Diligence Period, and in such event, this Agreement shall thereupon
be terminated and the parties shall be relieved of all further rights and obligations hereunder,
except for those rights and obligations which expressly survive the termination of this
Agreement. By way of cooperating with the Buyer in its examination of the feasibility of
developing and using the Property, within ten (10) days of the Effective Date of this
Agreement, Seller shall deliver to Buyer all documents in Seller's possession relevant to or
pertaining to the Property including, if available, surveys, environmental reports, site plans,
topographic studies, engineering studies, site development cost estimates, soils or subsurface
test results, traffic studies, utility considerations, or other relevant correspondence or
agreements. From the Effective Date hereof through the Closing Date, Buyer through its
agents, contractors, consultants and employees, will be authorized to enter upon the Property,
and upon contiguous lands owned by Seller, for the purpose of access to the Property in order
to conduct scientific investigations, the installation of monitoring wells, environmental
assessment audits, surveying, the taking of soil borings and soil samples, inspections, the
taking of water samples, geophysical investigations, the testing of tanks, and conducting such
other investigations, inquiries and testing as Buyer may deem appropriate; provided, that any
such agents, contractors, consultants or employees of Buyer shall give reasonable advance
notice to Seller and shall be responsible to close and lock any gates through which they pass in
the exercise of such right of entry. Any boring holes made by the Buyer shall be properly
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filled and packed to the surrounding earth level by the Buyer. Buyer further agrees, to the
extent permitted by law, to assume all risks involved and to be fully responsible for the safety
of its agents, contractors, consultants and employees, hereby releasing, saving and discharging
Seller, its successors and assigns, from any and all claims and demands of whatever nature,
whether for personal injury or death of employees or loss of or damage to personal property,
and hereby assuming full responsibility for any accident, death, dismemberment, temporary or
permanent disability resulting to any of its agents, contractors, consultants and employees as a
result of the authorizations granted by this Agreement. The indemnities provided by this
paragraph shall be limited by applicable law and shall survive the termination of this
Agreement.
6. Seller's Representations and Warranties. Seller represents and warrants
to Buyer that the following statements are true and correct, and Buyer's obligation to close
shall be conditioned on the same being true and correct as of the Closing Date:
(A)Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms and has taken all necessary action or its
equivalent to authorize the execution, delivery and performance of the terms and
conditions of this Agreement.
(B)Seller owns marketable fee simple title to the Property and Seller's
execution, delivery and/or performance of this Agreement is not prohibited by and will
not cause a default under any other agreement, covenant, document or instrument.
(C)Other than as already disclosed herein, Seller has no actual
knowledge of or received any notice of the existence of any dangerous or illegal
condition with respect to the Property requiring corrective action.
(D)Seller has no actual knowledge of violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement, affecting all or
any portion of the Property and the Seller has received no written notice of any such
violation issued by any governmental authority.
(E)There is no pending litigation or dispute involving or concerning the
location of the boundaries of the Property or in any way affecting the title to or
ownership of the Property.
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(F)Except for this Agreement or as evidenced by instruments recorded
in the Public Records of Orange County, Florida, Seller has not entered into any leases,
licenses, contracts or other agreements relating to any portion of the Property which
will survive the Closing.
(G)No member of the City Commission, no agent or employee of Buyer,
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, or receive any portion of the payments to
be made to Seller under the provisions of this Agreement.
(H)There are no persons or entities in possession of, or entitled to
possession of, all or any portion of the Property, as the case may be, as lessees, tenants
at sufferance, licensees or trespassers.
(I) Seller is not a "foreign person" as such term is defined in Section
1445(f) of the Internal Revenue Code.
(J) Seller shall take, or cause to be taken, all actions necessary to cause
the representations of the Seller as contained in this Agreement to remain materially
true and correct in all respects from the Effective Date through the Closing Date.
Seller agrees to indemnify and hold Buyer harmless from and against all liability, claims,
demands, fines, penalties, expenses, suits, proceedings, actions and costs of action, including
reasonable attorneys' fees, paralegal fees and attorneys' fees and costs on appeal, arising out of
or related to the untruthfulness of any of the above warranties and representations.
7. Environmental Obligations and Representations.
(A)For the purpose of this Agreement, the term "Environmental Law"
shall mean all federal, state and local laws, including statutes, regulations, ordinances, codes,
rules and other governmental restrictions and requirements relating to the environment or
hazardous substances including, but not limited to, the Federal Solid Waste Disposal Act, the
Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and
Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act of
1986, Chapters 161, 253, 373, 376 & 403, Florida Statutes, and rules and regulations of
Florida Department of Environmental Protection.
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(B)Buyer has the right to perform or cause to be performed a Phase I
Environmental Site Assessment of the Property (the "Phase I ESA") and a Phase II
Environmental Site Assessment (the "Phase II ESA") (collectively the "ESA's"). Buyer shall
provide Seller with a copy of the ESA's within five (5) days of completion and receipt of each
by Buyer. Any subsequent amendments thereto will also be provided to Seller within 5 days
after completion and receipt by Buyer thereof.
(C)If the Phase I ESA, or any updates thereof, reveals areas of
environmental concern that, in Buyer's sole opinion, warrant further investigation, Buyer may,
at its discretion, commence the Phase II ESA within thirty (30) days of receipt of the Phase I
ESA. A Phase II ESA consists of further investigation of recognized environmental conditions
identified in the Phase I ESA including sampling and analysis of soil and groundwater
necessary to determine whether or not contamination has occurred. Seller will be provided a
copy of the Phase II ESA within five (5) days of completion and receipt by Buyer. Any
subsequent amendments and/or reports relating to the Phase II ESA shall also be delivered to
the Seller and Buyer.
(D)If the Phase II ESA, or any updates thereof, reveals any hazardous
substances, pollutants or wastes on or contamination of the Property or violations of
Environmental Law, then Buyer shall so notify Seller, in writing, within fourteen (14) days of
such discovery and the determination by Buyer that remediation/corrective action by Seller is
required, and Seller shall immediately undertake such remediation/corrective action at Seller's
sole cost and expense. Notwithstanding any other provisions hereof, if the estimated cost of
such remediation/corrective action exceeds $250,000.00, then Seller shall have the option of
terminating this Agreement, in which event Buyer and Seller will be relieved of all further
rights and obligations hereunder, except for those which expressly survive the termination of
this Agreement. In the event that the Property is eligible for government funding to help offset
the cost of such remediation, but such funding is not immediately available, then Buyer shall
assign its reimbursement rights, if any, and to the extent same are assignable, to Seller for
future reimbursement. If Seller is unable, for any reason, to complete such
remediation/corrective work by the scheduled Closing Date, then Buyer may elect among the
following options: (i) Buyer may terminate this Agreement and in the event of such a
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termination the Seller and Buyer will be relieved of all further rights and obligations
hereunder, except for those rights and obligations which expressly survive the termination of
this Agreement; or (ii) Buyer may require Seller to provide Buyer, at least ten (10) days prior
to the scheduled Closing, a copy of the fully executed contract with an approved and licensed
contractor for such remediation/corrective work. Buyer shall be a third party beneficiary of
any such contract. As a guarantee of payment of the work set forth in such contract, at
Closing Seller shall either: (1) place in escrow with Foley & Lardner, as escrow agent
("Escrow Agent") a sum equal to One Hundred Fifty percent (150%) of the cost set forth in
such contract, or (2) provide a payment and performance bond for up to 100% of such cost
(the "Bond") and place cash in escrow for the balance of the required 150% guarantee. All
sums placed in escrow are hereinafter referred to as the "Remediation Escrow Funds".
Payment on the Bond and the release of the Remediation Escrow Funds to either Seller or
Buyer, as the case may be, shall be made on the following terms and conditions:
(i) To Seller: If, within 180 days after Closing, Seller has
provided Buyer and Escrow Agent with: (i)proof of completion of the work including,
without limitation, all required documentation, approvals and sign-offs from the
appropriate governmental authorities that the work has been completed in accordance
with all applicable laws and regulation, and (ii) proof of payment in full to the
contractor, accompanied by appropriate lien waivers and releases, then the Remediation
Escrow Funds shall be released to Seller within two (2) business days after receipt by
Escrow Agent and Buyer of the required documentation, and the Bond may be released.
Additionally, Seller may draw on the Remediation Escrow Funds in order to pay
invoices on a contract for remediation/correction work.
(ii) To Buyer: If, within 180 days after Closing, Seller has
not fulfilled its obligations as to such remediation/corrective work and delivery of
supporting documentation as set forth above, then Buyer, upon written notice to Seller
and Escrow Agent, shall be entitled to draw upon the Bond and Remediation Escrow
Funds as necessary to complete the work as required by this Agreement. If Buyer does
not use all of the Remediation Escrow Funds, and/or the Bond, the remaining balance
shall be refunded to Seller at such time as all remediation/corrective work is completed
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and Buyer has received all sign-offs from the appropriate governmental authorities that
the work has been completed in accordance with all applicable law and regulations. If
the cost of completing the work is greater than the amount of the Bond and/or
Remediation Escrow Funds, then Seller shall be responsible for any excess amount and
Buyer shall be entitled to pursue all legal and equitable remedies available in order to
enforce its rights hereunder, including without limitation, an action for damages. The
provisions of Paragraph 21 hereof shall be applicable to any such action by Buyer.
(E)The costs of the Phase I ESA and the costs of the Phase II ESA and
any updates thereof shall be paid by Buyer. All remediation/corrective costs called for by the
ESA's shall be paid by Seller.
(F)Seller hereby discloses that there is an underground said fuel system,
including fuel tanks, currently located on the Property. Seller has an affirmative obligation, at
its sole cost and expense, to remove such fuel system and tanks, and perform all required
cleanup and rehabilitation of the Property associated therewith prior to the Closing Date. Such
removal and cleanup shall be performed in compliance with all applicable federal, state and
local laws and regulations governing same and Seller shall submit to Buyer satisfactory
evidence of compliance with the foregoing.
(G)If Seller is unable to effect the removal of said system and tanks by
the Closing Date, then Seller shall provide Buyer, at least ten (10) days prior to the scheduled
Closing, with an executed contract with an approved and licensed contractor for the removal of
said system and tanks, and subsequent cleanup, which contract shall provide that such removal
and cleanup will be completed by not later than thirty (30)days after Closing (the "Completion
Period"). Buyer shall be a third party beneficiary of any such contract. At Closing, Seller
shall place in escrow with the Escrow Agent a sum equal to One Hundred Fifty percent(150%)
of the cost set forth in such contract (the "Fuel System Escrow"), as a guarantee of payment
thereof. The Fuel System Escrow shall be released to either Seller or Buyer, as the case may
be, on the following terms and conditions:
(i) To Seller: If, by the expiration of the Completion Period,
Seller has provided Buyer and Escrow Agent with: (i)proof of completion of the work
including, without limitation, all required documentation, approvals and sign-offs from
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the appropriate governmental authorities that the work has been completed in
accordance with all applicable laws and regulation, and (ii) proof of payment in full to
the contractor, accompanied by appropriate lien waivers and releases, then the Escrow
Funds shall be released to Seller within two (2) business days after receipt by Escrow
Agent and Buyer of the required documentation.
(ii) To Buyer: If, at the expiration of the Completion Period,
Seller has not fulfilled its obligations as to removal, cleanup and delivery of supporting
documentation as set forth in this Agreement, then Buyer, upon written notice to Seller
and Escrow Agent, shall be entitled to draw upon the Escrow Funds as necessary to
complete the work as required by this Agreement. If Buyer does not use all of the
Escrow Funds, the remaining balance shall be refunded to Seller. If the cost of
completing the work is greater than the amount of the Escrow Funds, then Seller shall
be responsible for any excess amount and Buyer shall be entitled to pursue all legal and
equitable remedies available in order to enforce its rights hereunder, including without
limitation, an action for damages . The provisions of Paragraph 21 hereof shall be
applicable to any such action by Buyer.
(H) Seller shall have an affirmative obligation to deliver to Buyer
during the Due Diligence Period, the following information:
(i) evidence, if any, of additional assessment or remedial
activities in connection with the contamination caused by leaking tanks which were
removed in February 1995 and the subsequent removal of soil in May 1995.
(ii) evidence that all annual leak detection tests have been
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performed, that all tests are current, and that Orange County Environmental Protection
Department is satisfied as to such testing and has no outstanding issues which are
required to be resolved relative to this Property.
(I) At or before Closing, Seller shall obtain and deliver to Buyer
appropriate documentation from the FDEP stating that Buyer shall have no liability or
responsibility in connection with, or resulting from, Seller's failure at anytime to have obtained
the Industrial Waste Permit for its existing truck washing facility.
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(J) Seller further represents and warrants that: (i) it has no actual or
constructive knowledge of any other contamination of, or activities that could have resulted in
contamination of, the Property, except as disclosed herein and in the Phase I Environmental
Assessment Report previously prepared for SunTrust Bank by Andreyev Engineering, Inc. and
dated June 24, 1998; (ii) Seller has not conducted, and will not conduct, any other activities
on the Property which have resulted or could result in further contamination thereof; and (iii)
any and all environmental matters affecting the Property have been or will be addressed and
resolved in compliance with all applicable Environmental Laws and regulations.
(K)Seller hereby covenants and agrees to indemnify, defend and hold
Buyer harmless from any and all liabilities, claims, costs, expenses, fines, penalties, fees,
actions or sanctions asserted by or on behalf of any person or governmental authority arising
from or in connection with and including attorneys' fees, paralegal fees and costs which may
be incurred by Buyer in connection with the foregoing: (i) Seller's use or misuse, handling or
mishandling, storage, spillage, discharge or seepage of any hazardous material, pollutant or
contaminant; (ii) Seller's failure to properly and completely remove the underground fuel
system and failure to adequately perform all environmental remediation and rehabilitation of
the Property; (iii) Seller's past or present failure to obtain an Industrial Waste Permit as
required by the Florida Department of Environmental Protection("FDEP"); and(iv)violations
of Environmental Laws by Seller. This indemnity shall survive Closing.
8. The Closing.
(A)This transaction shall be closed and the deed and other Closing
papers (the "Closing") delivered at 10:00 a.m. on or before the thirtieth (30th) day following
the expiration of the Due Diligence Period (the "Closing Date"). Closing shall take place at
the offices of Foley&Lardner, 111 N. Orange Avenue, Suite 1800, Orlando, Florida ,32801.
9. Closing Costs. Prorations and Adjustments.
(A)The following items are to be paid at the Closing by the party
indicated and in the manner set forth:
(i) In accordance with Section 196.295(1), Florida Statutes,
the Seller, at the Closing, shall deliver to the Closing Agent by reduction from Seller's
closing proceeds, to be held, in escrow, an amount equal to the current ad valorem
12
taxes on the Property prorated to the date of transfer of title, based upon the current
assessment and millage rates on the Property (the "Tax Escrow Money"). Within ten
(10) days after the Closing Date, the Closing Agent shall forward the Tax Escrow
Money to the Orange County Tax Collector by certified mail, return receipt requested,
with a copy of the transmittal letter and check being sent to the Buyer and Seller. The
letter of transmittal shall include a copy of the deed of conveyance from Seller to Buyer
and shall instruct the Orange County Tax Collector to place in escrow the Tax Escrow
Money in accordance with Section 196.295(1), Florida Statutes. At least three (3) days
prior to the Closing, Seller shall obtain from the Orange County Property Appraiser a
written estimate of the ad valorem assessment for the Land i.e., a tax cut-out).
Notwithstanding the foregoing, if the Closing occurs between November 1 and
December 31, then Seller shall pay all ad valorem taxes for the entire year of the
Closing. Notwithstanding any provision contained in this Agreement to the contrary,
Buyer shall not be required to credit Seller or pay at the Closing (or thereafter) any ad
valorem taxes on the Property, except for those real property taxes, if any, accruing
subsequent to December 31st of the year of the Closing.
(ii) Buyer shall pay the cost of recording the deeds and other
documents executed at the Closing, except for the cost of recording any corrective
instruments which shall be paid Seller.
(iii) Seller shall pay for all certified, confirmed and ratified
special assessment liens, if any, existing as of the Closing Date. If the improvement
has been substantially completed as of the Closing Date, any pending lien shall be
considered certified, confirmed and ratified and Seller shall, at the Closing, be charged
an amount equal to the last estimate or assessment for the improvement by the public
body. Otherwise, Buyer shall be responsible for all pending special assessment liens, if
any, existing as of the Closing Date.
(iv) Tangible Personal Property Taxes, if any, for the year of
Closing and prior years shall be paid by Seller and shall not be prorated.
(B)Pursuant to Section 12B-4.013(4), Florida Administrative Code, the
Buyer hereby determines and gives written notice to Seller that Buyer has decided to acquire
13
the Property and that Buyer is prepared to institute condemnation proceedings to acquire the
Property in the event Seller does not agree to sell the Property to Buyer in accordance with the
terms and conditions of this Agreement. This paragraph is included for the purpose of
documenting that the conveyance of the Property is to be made by Seller to Buyer under threat
of condemnation and that the conveyance is not subject to the Florida documentary stamp tax.
If it should later be determined that any documentary stamp tax is due on the transaction, then
such cost shall be paid by the Seller; provided, however, that Seller shall have the right to
appeal such a determination at its own cost and expense.
(C)Each party shall bear its own legal expenses in connection with the
negotiation of this Agreement and the Closing hereunder.
10.Broker.
(A)The Seller represents and warrants to the Buyer that, other than Palm
Tree Properties, Inc. (the "Broker") which is representing the Seller, Seller is not aware of
any person or entity which would be entitled to a commission, compensation or brokerage fee
for the bringing about of this transaction or the consummation hereof. Seller agrees to
indemnify and to hold Buyer harmless from any such commissions, fees or compensation
which may be claimed to be due through the Seller or pursuant to the acts of Seller or Seller's
representatives. Seller further covenants and agrees to indemnify Buyer for damages, court
costs and reasonable attorneys' fees and paralegal fees, at both the trial and appellate levels,
incurred as a result of any such claim.
(B)The Buyer represents and warrants to Seller that, except for the
Broker, it is not aware of any person or entity which would be entitled to a commission,
compensation or brokerage fee for the bringing about of this transaction or the consummation
hereof. Buyer shall not be responsible for the payment of any monies to the Broker. To the
extent permitted by law, Buyer agrees to indemnify and to hold Seller harmless from any
commissions, fees or compensation which may be claimed to be due through the Buyer or
pursuant to the acts of Buyer or Buyer's representatives.
(C)The provisions of this paragraph 10 shall survive the termination of
this Agreement.
11.Documents to be Delivered.
14
(A)Prior to Closing. Contemporaneous with the execution of this
Agreement, Seller shall deliver to Buyer a public disclosure of its beneficial ownership which
shall comply with the requirements set forth in Section 286.23, Florida Statutes, as from time
to time amended. This Agreement constitutes a written notice from Buyer to Seller requesting
the foregoing disclosure and informing Seller that such disclosure must be made under oath,
subject to the penalties prescribed for perjury.
(B)By Seller at Closing. In addition to the other documents required to
be executed by Seller at the Closing, Seller shall execute and acknowledge, where necessary,
and deliver to Buyer the following documents at the Closing hereunder:
(i) A Warranty Deed conveying to Buyer marketable fee
simple title to the Property, free and clear of all liens and encumbrances other than
conditions of title accepted by the Buyer in accordance with the terms hereof, and other
matters expressly set forth in this Agreement, said Warranty Deed to be in the form
acceptable to Buyer.
(ii) A FIRPTA Affidavit in the form acceptable to Buyer.
(iii) An Owner's Affidavit as required by the title insurer and
in the form acceptable to Buyer.
(iv) A Bill of Sale conveying all of Seller's right, title and
interest in and to any personal property, said Bill of Sale to be in the form acceptable to
Buyer.
(v) Florida Department of Revenue Return for Transfers of
Interest in Florida Real Property.
(vi) Such other documentation as may reasonably be required
by Buyer, the title insurer and/or Closing Agent in order to close this transaction in
accordance with the terms of this Agreement.
(C)By the Buyer at Closing. In addition to the other documents required
to be executed by Buyer at the Closing, Buyer shall execute and acknowledge, if necessary,
and deliver to Seller the following documents at the Closing hereunder:
(i) Letter from Buyer to Seller memorializing that Buyer
threatened to exercise its right of eminent domain to acquire the Property.
15
(ii) Such other documentation as may reasonably be required
by the title insurer and/or Closing Agent in order to close this transaction in accordance
with the terms of this Agreement.
(D)Preparation of Closing Documents. Unless otherwise provided, all
closing documents shall be prepared by Buyer's attorney.
12.Abandoned Property and Site Clean-Up. Prior to Closing, Seller will, at
Seller's expense, remove all solid waste, trash, debris and abandoned personal property
(whether visible or below the surface) from the Property.
13.Default.
(A)In the event of a default by either party hereunder it is agreed that the
exclusive remedies for such default shall be for the non-defaulting party to either: (1) terminate
this Agreement whereupon the parties hereto shall thereafter be relieved of all rights and
obligations hereunder except for those rights and obligations which expressly survive the
termination of this Agreement, or(2)seek and obtain specific performance of this Agreement.
(B)IT IS SPECIFICALLY AGREED BETWEEN THE PARTIES
THAT NEITHER PARTY WILL HAVE A CLAIM FOR DAMAGES AGAINST THE
OTHER PARTY IN THE EVENT OF A DEFAULT BY THE OTHER PARTY.
(C)Prior to either party declaring the other party in default hereunder, it
is agreed that the non-defaulting party shall give written notice to the defaulting party setting
forth with specificity the alleged default and the defaulting party shall thereafter have twenty
(20) days to cure any such default; provided, however, that no notice shall be required to
declare a default based upon the failure to close on the Closing Date.
14.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 court proceedings which might
hereinafter be brought if the Buyer for any reason does not acquire the Property pursuant to the
terms herein contained. The provisions of this paragraph shall survive the termination of this
Agreement.
16
15.Survival of Warranties and Agreements. All warranties, representations,
covenants, obligations, indemnities and agreements contained herein shall survive the
execution and delivery of the Deed(s), and the Closing to be held hereunder.
16.Parties. The rights and obligations created by this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective heirs, successors
and assigns.
17.Entire Agreement. This Agreement constitutes the entire agreement of the
parties, and there are no understandings dealing with the subject matter of this Agreement
other than those contained herein. This Agreement may not be modified, changed or amended,
except by a writing signed by the parties hereto.
18.Notices. All notices, consents, approvals, waivers and elections which any
party shall be required or shall desire to make or give under this Agreement shall be in writing.
and shall be sufficiently made or given (i) when mailed by certified mail, postage prepaid,
return receipt requested, (ii) by hand delivery to the named individuals representing the party
to be notified, or (iii) by private parcel delivery services, or facsimile transmission for which
receipt is provided to the notifying party. Notices, including notice of change of address, shall
be addressed or transmitted to the addresses set forth below or such other address that a party
may designate in the manner prescribed herein:
AS TO SELLER:
With a copy to:
AS TO BUYER: City of Ocoee
Attn: City Manager
150 North Lakeshore Drive
Ocoee, Florida 34761
Telephone: (407)656-2322 (ext. 121)
Fax: (407)656-7835
With a copy tot Paul E. Rosenthal, Esq.
Foley&Lardner
111 North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, Florida 32802-2193
Telephone: (407)423-7656)
Fax: (407)648-1743)
17
Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed
to have been given and received on the date of the mailing, delivery or transmission thereof as
aforesaid.
19.Non-Waiver of Sovereign Immunity. Nothing contained in this Agreement
or in any instruments executed pursuant to the terms of this Agreement shall be construed as a
waiver or attempted waiver by the Buyer of its sovereign immunity under the constitution and
laws of the State of Florida; provided, however, that this paragraph shall not be construed as
an attempt by the Buyer to negate any partial waiver of sovereign immunity made by the
Legislature under the provisions of The Tort Claims Act, Section 768.28, Florida Statutes or
any future statute or Act adopted by the Florida Legislature.
20.Time is of the Essence. Time is of the essence with respect to all matters
set forth in the Agreement. Time periods herein of fifteen (15) days or less shall in the
computation thereof exclude Saturdays, Sundays, days during which the Buyer's office is
closed for regular public business and legal holidays. Further, time periods herein which shall
end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day
on which the Buyer's office is open for regular public business. All time references contained
herein shall refer to the local time in effect in Orange County, Florida.
21.Governing Law/Attorneys' Fees. This Agreement shall be construed and
interpreted according to the laws of the State of Florida. In the event of litigation between the
parties arising from or pertaining to this Agreement, the prevailing party shall be entitled to
recover from the other party its reasonable attorneys' fees, paralegal fees, and costs incurred in
connection therewith, at both trial and appellate levels, including bankruptcy proceedings, and
the right to such reasonable attorneys' fees, paralegal fees, and costs shall be deemed to have
accrued from the commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment.
22.Construction of Agreement. This Agreement shall not be construed more
strictly against one party than against the other party merely by virtue of the fact that it may
18
have been prepared by counsel for one of the parties, it being recognized that both Seller and
Buyer have contributed substantially and materially to the preparation hereof.
23.Counterparts. This Agreement and any amendments hereto may be
executed in any number of counterparts, each of which shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the same instrument.
24.Further Documentation. The parties agree that at any time 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.
25.Assignment. This Agreement may not be assigned by either Seller or
Buyer.
26.Radon Gas. Pursuant to the provisions of Section 404.056(8), Florida
Statutes, Seller hereby notifies Buyer as follows with respect to the Land: "Radon is naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county public health
unit."
27.Offer and Acceptance. This Agreement shall first be executed in duplicate
by Seller and submitted to Buyer and the offer shall be irrevocable by Seller through 6:00 p.m.
on August 5, 1999.
28.Effective Date. For all purposes of this Agreement, the.Effective Date
hereof shall mean the date when the last of the Seller or the Buyer has executed the same, and
that date shall be inserted at the top of the first page hereof.
29.Approval of Agreement. This Agreement and the purchase of the Property
has been approved at a public hearing pursuant to Section 8B(1)of the Ocoee City Charter.
19
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, to
become effective as of the date and year first above written.
SELLER:
Signed, Sealed and delivered THE CREEDEN FAMILY
in the presence of: LIMITED PARTNERSHIP
By Its General Partner:
j �y CREEDEN ENTERPRISES,
/!/„ ��,jJ INC., a Fl. •a corpo tion
Signature:
BY: � reff�
I/zc 4 S %/`Alo/4 Charles . Creeden, President
Print Name
C, -�'; � Executed on ( . . 1 04'` ,
Signature: �"� 1999
��nC�nC�4 cpW,Y\S_
Print Name
•
20
BUYER:
• ATTEST: CITY OF OCOEE, FLORIDA
By:
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL) Executed on , 1999
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON , 1999
LEGALITY this day of UNDER AGENDA ITEM NO.
, 1999.
FOLEY & LARDNER
By:
City Attorney
4
21
SCHEDULE A •
LEGAL DESCRIPTION
Parcel 1:
The North 72 feet of lthe East 200 feet of Lot U, WEST ORANGE INDUSTRIAL PARK, UNIT
ONE, according'to the plat thereof recorded in Plat Book 3, page 118, public records of Orange
County, Florida.
Parcel 2:
From the North 1/4 corner of Section 19, Township 22 South, Range 28 East, Orange County,
Florida; run S 00°42'05" E along the 1/4 section line 439.81 feet to the point of beginning; thence
N 89°10'18" E 247.94 feet to a point on the Westerly right-of-way line of Maguire Road, said
right-of-way line being on a curve concave Northeasterly and having a.radius of 721.28 feet;
thence from a tangent bearing of S 37°32'41" E,run Southeasterly along said right-of-way line and
along the arc of said curve 123.85 feet through a central angel of 09°50'17" to the point of
tangency; thence S 47°22'58" E 332.11 feet to.the Northerlymost corner of lot S, West Orange
Industrial park Unit I, as recorded in Plat Book 3, page 111, public records of Orange County,
Florida, run thence S 68°00'00" W along the,North line of Lot S a distance of 290.23 feet; thence
S 89°10'18" W along the North line of Lots T and U of said plat 750.00 feet; thence N 00°30'17"
W 425.66 feet; thence N 89°10'18" E 447.00 feet to the point of beginning. Containing therein
• 8.3999 acres more or less, less the following described parcel:
A tract of land in Section 19, Township 22 South, Range 28 East, being 10 feet in width.
(perpendicular measure) being the Easterly 10 feet of that certain parcel as described in O.R. Book
2950, page 394, being more particularly described as follows:
Commence at the North quarter corner of said Section 19; thence run S 00°21'58" E along the
West line of the East half of said Section 19, a distance of 439.81 feet; thence run N 89°30'25"
E 235.51 feet to the point of beginning; thence continue North 89°30'25" East 12.43 feet to the
existing Westerly right-of-way line of McGuire Road, being a point on a nontangent curve concave
to the Northeast; having a radius length of 721.28 feet; a central angle of 09°50'18", a chord
length of 123.70 feet, a chord bearing of South'42°07'43" E; thence run Southerly along said
right-of-way line and along the arc of said curve a distance of 123.85 feet to the point of tangency;
thence run South 47°02'51" East a.distance of 322.11 feet; thence departing said right-of-way line,
run South 68°20'07" West 11.07 feet; thence run North 47°02'51" West parallel to and 10.00 feet
(perpendicular measure)West of said right-of-way line a distance of 327.37 feet.to a point of curve
concave to the Northeast having a radius length of 731.28 feet, a central angle of 10°25'14", a .
chord length of 132.82 feet, a chord bearing of North 41°50'14" West; thence run Northerly along
the arc of said curve, a distance of 133.00 feet to the point of beginning.
The above`tract of land lies in Orange County, Florida and contains 0.105 acres more or less.
(continued)
Parcel 3:
Begin at the NW corner of WEST ORANGE INDUSTRIAL PARK UNIT ONE, recorded in Plat
Book 3, page 118, public records of Orange County, Florida, said corner also being the NE corner
of West Orange Industrial Park Unit Two, recorded in Plat Book 5, pages 84 and 85, public
records of Orange County, Florida; run thence N 00°30'17" W 425.66 feet; thence N 89°10'18"
E 450 feet; then S 00°30'17"'E 425.55 feet to the North line of said West Orange Industrial Park
Unit One, thence run S 89°10'18" W along the said line of Unit One 450 feet to the point of
beginning; ALSO less the West 30 feet thereof and less the South 95 feet of the West 225 feet of
the East 275 feet thereof.
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_ , Agenda 7-06-99
` Item VII D
*
flf*c 'o.4 ROBERT SMITH
s coo PUBLIC WORKS DIRECTOR
370 ENTERPRISE ST.•OCOEE,FLORIDA 34761
PHONE(407)877-8420•FAX(407)877-0392
STAFF REPORT
TO: The Honorable Mayor and Board o ' Commissioners
FROM: Bob Smith, Public Works Direct
DATE: July 1, 1999
RE: Proposed Purchase of C & W Trucking Property for
Public Works Complex/Expansion
ISSUE:
Should The Honorable Mayor and Board of City Commissioners authorize staff to
proceed with negotiations for the purchase of the C & W Trucking property?
BACKGROUND AND DISCUSSION:
Currently the City's Public Works complex at 370 Enterprise St. has a total land area of
2.9 acres. This property contains 0.8 acres of utility and drainage easements, and are
therefore unusable. This leaves a useable land area of 2.1 acres. As Public Works has
continued to grow, particularly in vehicles and equipment, the small size of this site has
become a major operational and safety problem for the department. As the department
continues to grow, particularly in the Sanitation division, this space problem will only be
compounded. Currently Public Works has a total of 10 sanitation vehicles to service a
population of approximately 23,000. When the City reaches its planned built out
population of approximately 70,000, this will require over 30 sanitation vehicles. This
number of sanitation vehicles will require over 4 acres solely for parking purposes.
Staff has become aware that the C & W Trucking property, located on Maguire Rd. is
available (please see attached letter from.Palm Tree Properties and appraisal
conducted by George E. Flyth for the property owner). This property encompasses a
total land area of 12.2 acres. The property contains 0.3 acres of utility easements and
0.4 acres of designated wet lands, resulting in a total useable land area of 11.5 acres.
It is staffs opinion that this property will meet the needs of the Public Works
Department for the foreseeable future.
POW!!
Page 2.
Staff Report
C & W Property
There remains several issues requiring resolution prior to the proposed purchase of this
property, such as, environmental and wetland assessment. Please see Jim Shira's
review of the C & W Trucking Phase I Environmental Assessment Report attached.
Staff has conducted a thorough-search of all available property in the City, and to date
we have located no other property of like size, zoning, availability, and price. A map of
locations of equal size will be available at the City Commission meeting for your review.
RECOMMENDATION:
Staff respectfully requests authorization to proceed with negotiations for the purchase
of the subject property by having an appraisal performed, and proceed with
negotiations for a purchase contract to be returned to the City Commission for further
review and action.
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•
April 14, 1999
City of Ocoee
150 N. Lakeshore Drive
Ocoee, Florida 34761 .
ATTN: Mr. Ellis Shapiro, City Manager
RE: Proposal for sale of 12 acre parcel on McGuire Road
Dear Mr. Shapiro:
Per your, request, the following is a proposal on the vacant land
owned by C & W Trucking, Inc. The subject parcel is 12 acres MOL
located on McGuire Road. (see enclosed survey of road frontage)
It is two (2) contigious parcels that for the purpose of this
proposal will be addressed as Parcel #1 and Parcel #2. Parcel #1
is 8.3999 acres and Parcel #2 is 3.61 acres, for a total of 12.009
acres. The purchase price per appraisal dated May 31, 1998 is
$1,100,920.66.
The improvements to the subject property are as follows:
Parcel #1: - crushed asphalt with 4"-6" base
- wash rack with water on site
- retention pond
- 50% fenced
Additional research on subject property for your information only is
as follows:
- approval for permit addressed to C&W, Inc. for
mitigation/fill on small wetland area.
- subsurface Soil and Groundwater Level Investigation
- continued -
Page 2 of 2:
City of Ocoee
C&W, Inc. site
- Appraisal on Parcel #1, dated May, 1998
- Topographic survey
- Ecological assessment was conducted by Lotspeich
and Associates, Inc. (L&A) in Oct/Nov. 1998, which
proposed permanent impacts to 0.4 acres of jurisdictional
wetlands. The report provides all necessary information
as required in Section E of the MSSW Applicant's
Handbook for submittal of a joint Environmental Resource
permit application to the St. John's River Water
Management District and the U.S. Army Corps of Engineers.
Mr. Bill Creeden, President, C&W Trucking, Inc. has listed this property
with PALM TREE PROPERTIES, INC. The agent representing the Seller is Pat
Bond, Broker and Owner. The seller would prefer a cash transaction.
Thanking you in advance for.your interest in this property. If I can be of
any further assistance, please don't hesitate to call
Sincerely,
PAT BOND
Broker/Owner
PALM TREE PROPERTIES, INC.
cc: C&W Trucking, Inc.
File - Listing
/pgb
INDUSTRIAL BUILDING
317 ENTERPRISE STREET
OCOEE, FLORIDA
PREPARED
FOR:
CHARLES W. CREEDEN
APPRAISAL DATE: MAY 31 , 1998
BY:
GEORGE E. FLYTH, ASA
CERTIFIED RESIDENTIAL REA#0000708
SOUTHERN APPRAISAL NETWORK
•
1500 LEE ROAD
ORLANDO, FLORIDA 32810
(407)578-2000 X 191
July 22, 1998
RE: Appraisal of Site and Improvements at
317 Enterprise Street
Ocoee, Florida 34761
C & W Trucking
Attn: Charles Creeden
317 Enterprise Street
Ocoee, Florida 34761
Dear Mr. Creeden:
As requested, we are preparing a "Limited Restricted Appraisal" of the above captioned
property. The purpose of this appraisal is to estimate the Fair Market Value of the subject
property, unencumbered, in fee simple title. This is an update of a previous appraisal of
subject property originally dated January 26, 1993.
All pertinent data affecting the valuation of the subject property has bee considered to the
best of our ability. This included location, neighborhood, zoning regulations, highest and
best use, market information, and other available economic data which reasonably affects
economic trends.
In the course of our research, we have found it necessary to make certain uniform and
standardized economic forecasts based on present and past market conditions. -The
consultants have no control over future legislative or economic changes which may affect
the present estimated valuation of this property. Thus, we have used past events to
predict the present and future trends.
To the best of our knowledge and belief, the statements contained in this report and upon
which the opinions are based are correct, subject to the limiting conditions set forth. We
have no interest in the property, present of contemplated, and neither our employment nor
the fee therefrom is contingent upon the value reported.
It is the opinion of the appraisers the Fair Market Value of the subject property, in fee
simple title as of May 31, 1998 to be $1,100,000.
ONE MILLION, ONE HUNDRED THOUSAND DOLLARS
Respectfully Submitted,
Southern Appraisal Network
George E. Flyth ASA
State Certified Residential REA #0000708
July•23, 1998
RE: 317 Enterprise Street
Ocoee, Florida 34761
C & W Trucking
Attn: Charles Creeden
317 Enterprise Street •
Ocoee, Florida 34761
Dear Mr. Creeden:
In accordance with your request, I have personally made a complete inspection of the
above referenced property for the purpose of estimating an opinion of its current market
value and preparing a"Limited Restricted Appraisal" for your information.
It is in my opinion that the estimated market value as of May 31, 1998 to be $1,100,000.
It should be clearly understood that this letter constitutes only a statement of the final
value estimate. The"Limited Restricted" appraisal, although in rough form, is retained in
my files, which are available to you for review should you desire. The preliminary
appraisal retained in my file is incorporated herein by reference and is an integral part
hereof.
The preliminary appraisal, retained in my file, includes a complete description of the
property appraised and includes developed indications of value.
I hearby certify that I have no present or contemplated future interest in the real estate that
is the subject of the report and that I have no personal interest or bias with respect to the
subject matter in this report or to the parties involved and that the amount of the fee is not
contingent upon reporting a predetermined value or upon the amount of the value
estimate. I certify that, to the best of my knowledge and belief the statement of fact
contained in the written appraisal, upon which the analysis, opinions and conclusions are
based, are true and correct subject to the special and limiting conditions contented therein
(or attached hereto), that this report has made in conformity with, and is subject to, the
requirements of the Standards of Professional Practice and Conduct of the American
Society of Appraisers and that on one other than the undersigned prepared the analyses,
conclusions and opinions concerning real estate that are set forth in the written appraisal.
If you have any further questions, please give me a call.
Thank You.
Sincerely,
George E. Flyth, ASA .
State Certified Residential REA $0000708
•
• SUMMARY OF SALIENT FACTS AND CONCLUSIONS
SUBJECT ADDRESS: 317 ENTERPRISE STREET
OCOEE, FLORIDA 34761
DATE OF VALUE: MAY 31, 1998
LOCATION OF PROPERTY: THE SUBJECT PROPERTY IS
APPROXIMATELY .5 MILES NORTH OF
HIGHWAY 50 AND APPROXIMATELY .5
MILES SOUTH OF SILVER STAR ROAD.
RIGHTS APPRAISED: • FEE SIMPLE
TYPE OF PROPERTY: INDUSTRIAL WAREHOUSE/OFFICE
ZONING: . I-2/INDUSTRIAL
HIGHEST AND BEST USE: INDUSTRIAL WAREHOUSE/OFFICE
ASSESSMENT AND TAXES: FOLIO # 19-2228-9151-00-211
FOLIO # 19-2228-0000-00-053
ASSESSED VALUE: $633,860
LAND VALUE: $423,678
IMPROVEMENTS: $188,354
TAXES: $12,448.26
FINAL VALUE: $1,100,000
The estimated value has been separated into two parcels at your request. This separation
is for one parcel having site improvements and being a functional parcel.
The second is for excess land utilized for parking and storage at present.
Both parcels are well utilized and appear to be functional as separate parcels if desired,
due to access from two'roads and size of each.
Both parcels are fully utilized at present for it's current use as C & W Trucking.
Parcel #1-Folio #19-2228-9151-00-211 $400,000
Parcel #2-Folio #19-2228-0000-00-053 $700,000 •. a1 S�y
Total Value $1,100,000 tP
n
70'
WAREHOUSE
AREA
•
OFFICE
AREA 185'
17 ENTERPRISE ST GARAGE
asurements Total
70.0' x 185.0' = 121950.0' •
rst floor: 12,950.0' FACILITIES
•
•
• . _87
SEE PAGE 73
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PLAT OF SURVEY ''
MANUFACTURORS HANOVER TRUST
escription : •
From the North 1/4 corner of Section 19, 00owns ipE22aSouth ,
ange 28 East , Orange County , Florida ; run
g
he 1/4 section line 439 . 81 feet to the point of beginning ;
hence N. 89°10 ' 18"E . 247 . 94 feettosaipoint thonothe waWesterly ne being `
.ight-of-way line of Maguire Road ,
,
>n a curve concave Northeasterly and having a radius of 721 .28
'eet ; thence from a tangent bearing of 5 . 37°32 '41"E . run South-
?asterly along said right-of-way line and along the arc of said
:urve 123 . 85 feet through a central angle of 09°50 ' 17" to the
point of tangency ; thence S . 47°22 ' 58"E . 332 . 11 feet to the North-
:rlymost corner of Lot S , West Orange
bIndustlic rial
Park
OUnit I , as
-ecorded in Plat Book 3, Page 111 ,
'.ounty , Florida ; run thence S .'68°00 ' 00"W . along the North line
3f Lot S a distance of 290 .23 feet ; thence S . 89°10 ' 18"W . along
the North line of Lots T and U of said plat 750 . 00 feet ; thence
4 . 00°30 ' 17"W. 425 . 66 feet ; thence N. 89°10 ' 18"E . 447 . 00 feet to
the point of beginning . Containing therein 8 .3999 acres more or
less . _
• N. I INC SCC /9 --\
N %4co,e, f
scC /9•rr•I8
W r
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0 ici. -'c.,3-, 40. 090,0
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• • /V 8
/QEc CM ° 4 4 700 � QVe4794' ^, Dli
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0 •-A I,=100 -r
h N
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th p ,
a r CP.-,
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INC. DATEW!S 11- O.rA.Vr! /NO. ,9.7R4' /r 1Q C '
-IENRICH , OF:
AND SURVEYORS BOUNDARY . ' %;s/•�8 / CERTIF ORRECT:
FOUNR
36 N.WYMORE ROAD FINAL
rco onow r7 nRInA A27119 ter,
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER
Ocoee S. SCOTT VANDERGRIFT
CrCITY OF OCOEE
� COMMI::::::,
j O
�4 a, 150 N. LAKESHORE DRIVE DANNY
o SCOTT AN
OCOEE,FLORIDA 34761-2258 RUSTY
�: (407)656-2322 NANCY J.PARKER
n�yf4.
f� �f G000N>\I.
CITY MANAGER
ELLIS SHAPIRO
MEMORANDUM
DATE: June 29, 1999
TO: Ellis Shapiro, City Manager
FROM: James W. Shira, P.E., City Engineer/Utilities Director
SUBJECT: C & W Trucking Phase I Environmental Assessment Report
Based on a quick leading of the report prepared by Andreyev Engineering, Inc. for SunTrust
Bank, Central Florida,N.A., and dated June 24, 1998, I have the following recommendations and
observations.
The report specifically states on page 26, that it may be relied upon only by SunTrust bank. This
may limit the effectiveness of this report if we intend to use its information as grounds for
negotiation for the value of the property. We also are probably not covered by any Errors and
Omissions type insurance held by Andreyev Engineering, Inc. This would be significant if we
purchased the property and then found conditions which were not disclosed in the report. I
recommend that if we decide to pursue purchasing the property, we require a new Phase I
report, or require that Andreyev list the City of Ocoee as an additional party who can rely on
this report.
The report lists several Recognized Environmental Conditions on both the C&W site, and the
adjacent vacant site. A Recognized Environmental Condition refers to the presence or likely
presence, or conditions that indicate an existing release, past release, or material threat of release
of a hazardous substance or petroleum product onto or into the ground or groundwater.
The C&W site had some leaking tanks that were removed in February 1995. On page 11 of the
report, Andreyev notes that excessively contaminated soil was found and that in May 1995,
nearly 400 tons of contaminated soil were removed for thermal treatment. The report notes that
there is no record of any further assessment or remedial activities, and that further cleanup using
FDEP funding may be several years away. It also notes that a required $10,000 deductible
payable by the owner of the site may not have been paid. I recommend that we require sufficient
information be provided to the City to determine whether additional assessment or remediation
POW .
work is required, whether that work is eligible for funding by FDEP, and whether the $10,000
deductible has been paid.
On Page 12 of the report, it is noted that a January 1998 inspection of the site by Orange County
Environmental Protection Department determined that the required annual testing of the leak
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detection system for the new underground tanks had not been performed. I recommend that we
require evidence that the leak detection system has been tested, that all tests are current, and
that OCEPD has no outstanding issues on this.site.
On page 18, the report notes that the existing truck wash facility does not have an Industrial
Waste Permit as required by FDEP. The report also states that the sediment basin is unlined on
the bottom. I recommend that we require that an assessment be made of the sediment in the
basin, and of the soil beneath the basin to determine whether this area is contaminated. Further,
we should require that an Industrial Waste Permit be obtained prior to purchasing the property.
On page 25, Andreyev recommends that a Limited Phase II Environmental Site Assessment be
performed on both the C&W site, and the adjacent vacant parcel.
The report recommends that"...additional assessment activities are not recommended..." at the
site of the former underground storage tanks, or the current underground storage tanks. I am not
clear why this recommendation is made, and I recommend that we require Andreyev to explain
this recommendation to us in detail.
The report recommends additional assessment activities in the area of the truck wash, and I
recommend that we require an explanation of what this additional assessment is designed to do,
and then require the additional assessment.
The report makes several references to potential problems on the adjacent vacant parcel. I have
not made any recommendations regarding this parcel, as it is my understanding that we are not
proposing to purchase it.
I recommend that prior to entering into negotiations for the purchase of this property, we require
the information described above, and additional information as may be determined upon
consultation with Andreyev or another geotechnical firm, to provide us with complete and up to
date information regarding the extent and nature of any contamination of the site, and the
condition of the existing underground tanks.