HomeMy WebLinkAboutVII (G) Approval and Authorization for Mayor and City Clerk to Execute Necessary Documents for the Purchase and Sale Agreement re Professional Parkway between City of Ocoee and Heller Bros Agenda 12-19-2000
Item VII G
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ELLIS SHAPIRO
MEMORANDUM
DATE: December 13, 2000
TO: The Honorable Mayor and Board of City Commissioners
FROM: James W. Shira, P.E., City Engineer/Utilities Director
SUBJECT: Purchase and Sale Agreement
Professional Parkway Project
Attached for your review and action is a proposed Purchase and Sale Agreement
between the City of Ocoee and Heller Bros. Groves.
This Agreement coves several parcels of land owned by Heller and required for various
purposes by the City for the construction of the Professional Parkway widening project.
There are several exhibits attached to the Agreement, and I will list them below with
their corresponding intended use.
Exhibit A is the legal description of Heller's property on the south side of Professional
Parkway. This is the parent tract from which various parcels are to be conveyed to the
City.
Exhibit B is a drawing which shows the general location and size of the various parcels.
The exact dimensions of each parcel, and a corresponding legal description will be
prepared as roadway design progresses.
Exhibit C-1 is the easement form which will be used to convey the various Slope
Easement parcels.
Exhibit C-2 is the easement form that will be used to convey the required Water &
Sewer Easement.
Legal descriptions and exact dimensions for the Slope and Water & Sewer Easements
will be developed as roadway design progresses.
POWP r
The Agreement establishes a total purchase price for the needed right-of-way of
$199,163.81. This price is based on a total right-of-way area of 88,150.6 square feet.
While we believe this is the appropriate figure, as we progress with roadway design, we
may find the need to slightly increase or decrease this area, which would result in a
corresponding increase or decrease in the total right-of-way cost. This purchase price is
consistent with the land acquisition costs that we expected to encounter as part of this
project.
This Agreement has been reviewed and approved by the City's legal counsel at Fowler,
Barice & Colby, P.A., and the City's roadway design consultant, Professional Engineering
Consultants, Inc.
I recommend that the City Commission authorize the Mayor and City Clerk to execute
the attached Purchase and Sale Agreement, and further authorize the Mayor and City
Clerk to execute such additional documents as are necessary to close the transaction.
As always you are welcome to come into my office or call me if you have any questions
on this or any other topic.
JWS/jbw
Attachments:
Purchase and Sale Agreement
Exhibit A
Exhibit B
Exhibit C-1
Exhibit C-2
POWP
DISCLOSURE OF BENEFICIAL INTERESTS IN REAL PROPERTY
TO: Ellis Shapiro, City Manager
City of Ocoee, a Florida municipal corporation
FROM: Heller Bros. Groves, a Florida general partnership ("Seller")
SUBJECT: Proposed Sale from Heller Bros. Groves, a Florida general partnership
("Seller"), to the City of Ocoee. Florida ("Buyer") of real property described in
Exhibit A attached hereto (the "Property")
Please be advised that the undersigned, after diligent search and inquiry, hereby states
under oath, and subject to the penalties prescribed for perjury: (i) that the Seller is the owner
of fee simple title to the Property, (ii) that the Seller's address is Post Office Box 770249,
Winter Garden, Florida 34777-0249, (iii) that the undersigned has been authorized by Seller to
execute this disclosure on behalf of Seller, and (iv) that the name and address of each person
having a legal or beneficial interest in the Property is as follows:
Name Address
IIELLER BROS. PACKING CORP., Post Office Box 770249
a Florida corporation. Winter Garden, FL 34777-0249
CAPCO, a Maryland general do Philip H. Werner, Esq.
partnership Morgan, Lewis & Bockius, L.L.Y.
101 Park Avenue
New York, New York 20178-0068
DSP PARTNERS LLC, a Delaware limited c/o Gassman & Rebhun, CPA
liability company 350 5m Avenue
New York, New York 10118
I swear and affirm that the information furnished herein is accurate as of the date
hereof, and I agree to promptly disclose any changes in the information contained herein, or
any errors in such information between the date hereof and the date of the sale of the Property
from Seller to Buyer.
This disclosure is made under oath and I understand I am subject to penalties for
perjury for any false information contained herein.
This disclosure is made pursuant to Section 286.23, Florida Statutes, in connection with
a conveyance of the Property to the Buyer.
[ SIGNATURE AND NOTARY ON NEXT PAGE ]
006.162460.1
SIGNATURE AND NOTARY FOR
DISCLOSURE OF BENEFICIAL INTERESTS
By:
HARVEY R. HELLER, President
Heller Bros. Packing Corp.,
Managing Partner of
Heller Bros. Groves,
a Florida corporation
Address: Post Office Box 770249
Winter Garden, FL 34777-0249
STATE OF FLORIDA
COUNTY OF ORANGE
Sworn to and subscribed before me this day of
by HARVEY R. HELLER, as President of Heller Bros. Packing Corp., Managing Partner of
Heller Bros. Groves, who I ] is personally known to me, or I I produced
as identification.
Signature of Notary
Name of Notary
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
006.162460.1
2
PURCHASE AND SALE AGREEMENT
(PROFESSIONAL PARKWAY)
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made
and entered into this day of December, 2000 (the "Effective Date") by and
between HELLER BROS. GROVES, a Florida general partnership, whose address is
Post Office Box 770249, Winter Garden, Florida 34777 (hereinafter referred to as the
"Seller") and the CITY OF OCOEE, a Florida municipal corporation, whose address
is 150 North Lakeshore Drive, Ocoee, Florida 32761 (hereinafter referred to as the
"City").
WITNESSET H:
WHEREAS, the Seller is the owner of fee simple title to certain real property
located in the City of Ocoee, Orange County, Florida which is located south of
Professional Parkway and east of Maguire Road, as more particularly described in
Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter
referred to as the "Parent Tract"); and
WHEREAS, the Parent Tract is being developed by Seller as a project known
as "West End Professional Park" (hereinafter referred to as "West End"); and
WHEREAS, the Seller and the City have previously entered into the following
developer agreements which affect the Parent Tract:
(i) That certain Developer's Agreement dated December
22, 1986 as recorded in Official Records Book 3852, Page 550, Public Records
of Orange County, Florida (the "1986 Developer's Agreement"); and
(ii) That certain Developer's Agreement for Property East
of Maguire Road Immediately North of the Sunshine Parkway, dated February
10, 1987, as recorded in Official Records Book 3868, Page 1308, Public
Records of Orange County, Florida (the "1987 Developer's Agreement"); and
WHEREAS, on February 16, 1993, the City Commission of the City of Ocoee
approved a preliminary subdivision plan for the Parent Tract under City Project No.
92-004 (the "West End PSP"); and
12/13/00
006.1957214
WHEREAS, on August 17, 1993, the City Commission of the City of Ocoee
approved a final subdivision plan for the Parent Tract under City Project No. 92-004
(the "West End FSP"); and
WHEREAS, the Seller commenced construction of certain infrastructure
improvements within West End as set forth in the West End FSP; and
WHEREAS, a portion of the Parent Tract has previously been platted by Seller
pursuant to that certain Plat of West End Professional Park Unit 1, as recorded in Plat
Book 34, Page 139, of the Public Records of Orange County, Florida (the "Existing
Plat"); and
WHEREAS, except for the portion of the Parent Tract platted by the Existing
Plat, the Parent Tract is unplatted as of the Effective Date; and
WHEREAS, on September 8, 1994, the City issued Certificate of Vesting
(Heller Bros. Groves, Tract "D") Number CV-94-02 with respect to the Parent Tract,
(the "Certificate of Vesting"); and
WHEREAS, the 1986 Developer's Agreement, the 1987 Developer's
Agreement, the West End PSP, the West End FSP, the Existing Plat and the Certificate
of Vesting remain in effect as of the Effective Date; 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 has prepared a certain Right-of-Way Map depicting the
various portions of the Parent Tract to be acquired by the City and the interest therein,
said map being attached hereto as Exhibit "B" and by this reference made a part hereof
(the "Right-of-Way Map"); and
WHEREAS, the City is constructing the Professional Parkway Road Widening
Project (the "Project") and in connection therewith needs to acquire from the Seller the
following interests in portions of the Parent Tract:
1) Fee simple title to those portions of the Parent Tract which are depicted
and identified as Parcels 1, 2, 3 and 4 on the Right-of-Way Map
(hereinafter referred to as the "Roadway Parcel");
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006.1957214
2) Fee simple title to those portions of the Parent Tract which are depicted
and identified as Parcels 5, 6, 7, 8 and 9 on the Right-of-Way Map
(hereinafter collectively referred to as the "Corner Clip Parcels");
3) A permanent slope easement across those portions of the Parent Tract
adjacent to the Roadway Parcel winch are depicted and identified as
Parcels 10, 11, 12, 13, 14 and 15 on the Right-of-Way Map (hereinafter
referred to as "Slope Easement Parcel"); and
4) A permanent sanitary sewer and water easement across the Slope
Easement Parcel;
(the Roadway Parcel, the Corner Clip Parcels and the Slope Easement Parcel being
hereinafter collectively referred to as the Property"); and
WHEREAS, in connection with the Project, the City and Orange County have
entered into the following interlocal agreement: that certain Interlocal Agreement
between Orange County and City of Ocoee Relating to Old Winter Garden Road from
Hemple Avenue to S.R. 50 and Professional Parkway, dated February 15, 2000 (the
"Interlocal Agreement"); and
WHEREAS, the City has advised Seller that if the Seller does not enter into this
Agreement and close on the conveyance of the Property pursuant to the terms of this
Agreement that the City intends to use its power of eminent domain to condemn its
required interests in the Property; and
WHEREAS, subject to the terms, conditions and limitations set forth herein,
Seller, under threat of condemnation, has agreed to sell to the City, and the City has
agreed to purchase from the Seller its required interests in the Property as set forth
herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable considerations exchanged
between the parties hereto, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, each intending to be legally bound, hereby agree as
follows:
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096.195727.4
1. Recitals. The above recitals are true and correct and are incorporated
herein by reference.
2. Conveyance of Fee Simple Title. 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 Roadway Parcel and the Corner Clip Parcels,
together with all tenements, hereditaments, improvements, structures, fixtures, trees,
shrubbery, roads and casements, appertaining thereto and all of the Seller's right, title,
and interest therein (hereinafter collectively referred to as "Fee Parcels"). The Seller
shall convey to the City marketable, fee simple title to the Fee Parcels by special
warranty deed free and clear of all liens, mortgages and encumbrances, except for
restrictions, reservations, casements and other matters 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 Fee Parcels, including without limitation
of the foregoing, all right, title and interest of Seller in and to any land lying in the bed
of any public street, alley, road or avenue (before or after vacation thereof, and
whether previously abandoned or vacated or hereafter abandoned or vacated) adjacent
to the Fee Parcels.
3. Grant of Easements by Seller.
(A) Seller, under threat of condemnation, agrees to grant to the City,
on the terms and conditions herein set forth, the following easements:
(i) a permanent slope easement (the "Slope Easement") over,
across and under the Slope Easement Parcel; and
(ii) a permanent sanitary sewer and water main easement (the
"Sewer and Water Easement") over, across and under the Slope
Easement Parcel;
(hereinafter collectively referred to as the "Easements"). The Slope Easement and the
Sewer and Water Easement shall be in substantially the form attached hereto as Exhibit
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006.195727.4
"C-I" and Exhibit "C-2", respectively, and by this reference made a part hereof. The
Slope Easement Parcel is also referred to herein as the "Easement Parcels".
(B) It is the intent of the parties that the Slope Easement will be
released on a lot by lot basis if the City determines, in its discretion reasonably
exercised, that the Slope Easement is no longer needed based on the developed
condition of such lot.
(C) The Seller shall grant the Easements to the City free and clear of
all liens, mortgages and encumbrances, except for restrictions, reservations, easements
and other matters of record, if any.
4. Purchase Price.
(A) The Purchase Price for the interests in the Roadway Parcel as
described in this Agreement shall be ONE HUNDRED NINETY-NINE THOUSAND
ONE HUNDRED SIXTY-THREE AND 81/100 ($199,163.81) (the "Purchase
Price"); provided, however, that in the event the Roadway Parcel contains more or less
88,150.6 gross square feet, then in such event the Purchase Price will be increased or
decreased, as the case may he, by an amount equal to $6.03 for each gross square foot
of land contained within the Roadway Parcel above or below 88,150.6 gsf.
(B) The City has obtained from Pinel & Carpenter (the "Appraiser")
an appraisal of the Roadway Parcel with a valuation date of November 9, 1999 (the
"Roadway Parcel Appraisal"). The Roadway Parcel Appraisal was prepared with an
instruction to the Appraiser that the Appraiser should not take into account any damage
to the Parent Tract resulting from proposed conveyance of the Roadway Parcel and/or
the Project. The parties hereto acknowledge that (i) the Seller has agreed to sell the
Roadway Parcel to the City at a price below the value set forth in the Roadway Parcel
Appraisal and without any requirement that the appraisal be updated to the Effective
Date or revised to take into account damage to the Parent Tract, if any, resulting from
the proposed conveyance of the Roadway Parcel and/or the Project, and (ii) the City
has not obtained an appraisal of the Corner Clip Parcels or the Easement Parcels. Seller
has agreed to sell the Roadway Parcel under the foregoing circumstances and to donate
the Corner Clip Parcels and the Easements to the City without any additional
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006.195727.4
consideration other than the agreement of the City to perform its covenants and
agreements set forth herein, which agreements are a material inducement to the Seller
to agree to the foregoing.
(C) The parties hereto acknowledge and agree that the Purchase Price
and performance by the City of its covenants and agreements set forth in this
Agreement: (a) constitutes full compensation to the Seller for the value of the Fee
Parcels and the Easements and the resultant damage, if any, to the Parent Tract owned
by the Seller; (b) includes full compensation to the Seller for all trees, shrubbery and
other improvements on the Property, all of which may be removed by the City in
connection with the Project; subject, however, to the obligation of the City as set forth
in Paragraph 8(D) hereof to reinstall or replace as part of the Project any landscaping
located within the Easement Parcels; and (c) includes compensation and reimbursement
to the Seller for all costs and expenses incurred or to be incurred incident to this
Agreement and the closing hereof, including but not limited to attorneys' fees,
engineering fees and appraisal fees.
(D) 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 City check for which 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 to Seller by
wire transfer or trust account check (as determined by Seller).
5. Survey and Legal Descriptions.
(A) The descriptions of the Fee Parcels and the Easement Parcels as
depicted on the Right-of-Way Map have been prepared by Professional Engineering
Consultants, the City's Consultants ("PEC"). The parties hereto agree that the final
legal descriptions of the Fee Parcels and Easement Parcels will be based on a survey
thereof (the "Survey") to be prepared by the City, at the City's expense, prior to the
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Closing; provided, however, that the legal descriptions set forth on the Survey shall be
consistent with the Right-of-Way Map.
(B) The Survey shall be prepared by a Florida licensed surveyor in
accordance with the Minimum Technical Standards for Surveys in the State of Florida
(Chapter 61G17-6, Florida Administrative Code) and shall include a metes and bounds
legal description of each parcel. The Survey shall contain a certification of the gross
square feet of land included within the Roadway Parcel, the Corner Clip Parcels, and
the Easement Parcels. The Survey shall be certified to the City, the Seller, the Title
Company (as hereinafter defined) and Foley & Lardner. Upon receipt of the Survey by
the City, the City shall deliver five (5) sealed originals thereof to the Seller. The Survey
and the legal descriptions set forth thereon shall be subject to review and approval
thereof by Seller for consistency with this Agreement, which approval will not
unreasonably be withheld so long as it is consistent with this Agreement.
6. Title Insurance.
(A) Within thirty (30) days after the Seller's receipt of the Survey, the
Seller shall deliver to City a 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 City. 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 legal descriptions utilized in the Title
Commitment shall be consistent with the Survey as approved by Seller. The Title
Commitment shall be issued by First American Title Insurance Company or such other
title company as may be mutually agreed upon (the "Title Company"). 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 City at
Closing.
(B) If any title matters set forth in the Title Commitment are
unacceptable to the City, then the City, at its option, may terminate this Agreement
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within seven (7) days of receipt of the Title Commitment; otherwise, the City shall be
deemed to have agreed to accept title subject to the matters shown in the Title
Commitment. Seller shall have no obligation to cure title defects, if any, revealed by
the Title Commitment.
(C) The Title Commitment shall be endorsed or "marked-up" at the
Closing so as to show title to the Fee Parcels vested in City and the Easements vested in
City 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 and easements to City, the Title Policy shall be issued
pursuant to the Title Commitment and delivered to City. Upon execution by Seller, at
Closing, of the Affidavit required by the Title Company and completion and delivery of
the Survey, the "standard exceptions" to the Title Policy shall be deleted, except for
matters acmally shown on the Survey; provided, however, that the standard survey
exceptions will be deleted only if the City, at the City's expense, has the Survey
certified to the Title Company with an effective date which is within 90-days of the
Closing Date.
7. West End Final Subdivision Plan and Plat.
(A) Within sixty (60) days from the date on which Seller receives
from the City or PEC three sets of "60% plans" for the Project, as prepared by PEC
(the "60% Plans"), the Seller will prepare and submit to the City (1) a proposed
modification to the West End PSP and West End FSP, said modification being
hereinafter referred to as the Modified West End Preliminary/Final Subdivision Plan
(the "Modified West End P/FSP"); and (2) a proposed plat/replat which shall be a
replat of the Existing Plat and plat of the unplatted portion of the Parent Tract so that
all of the Parent Tract will thereafter be platted (the "West End Replat"). The Seller,
at its option, may submit to the City for informal review and comment a draft of
Modified West End P/FSP and West End Replat which are based on "30% Plans" for
the Project as prepared by PEC and the City will provide an informal review of any
such draft submitted.
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(B) Within sixty (60) days from the date on which Seller receives
from the City or PEC three sets of the "60% Plans" for the Project, the Seller will
prepare and submit to the St. Johns River Water Management District ("SJRWMD")
application and prepare for the City's review and approval the Florida Department of
Environmental Protection ("FDEP") applications, said permit applications being for all
necessary SJRWMD and FDEP permits (or amendments or modifications to existing
permits) associated with the Modified West End P/FSP and the West End Replat.
(C) The Seller has previously submitted to the City for informal
review that certain "West End Professional Park Revised Concept Plan" prepared by
Donald W. McIntosh Associates, Inc. under Job Number 86538 dated October 15,
1999 as revised February 1, 2000, a copy of which is attached as Exhibit "G" to that
certain Purchase Agreement with respect to Maguire Road, dated December 21, 1999,
between Seller and City, as amended February 15, 2000, said concept plan being
incorporated herein and by this reference made a part hereof (the "West End Concept
Plan"). The Seller agrees that the proposed Modified West End P/FSP and proposed
West End Replat: (1) will be substantially consistent with the West End Concept Plan
and the Right-of-Way Map, (2) will be substantially consistent with the 60% Plans, and
(3) will take into account the proposed conveyance of the Fee Parcels and the granting
of the Easements.
(D) The Seller hereby discloses to the City that it intends to submit a
proposed Modified West End P/PSP and/or proposed West End Replat which will
include the following elements, notes and/or conditions of approval:
(i) No off-site improvements of any kind or nature will be
required as a condition of approval for the Modified West End P/FSP or
the West End Replat or in connection with site plans, approvals and
permits, including building permits, for individual lots within West End.
The Modified West End P/FSP will delete all notes in the West End PSP
and West End FSP related to off-site improvements to be undertaken by
Seller or which are a condition precedent to the development of the
Parent Tract or any portion thereof.
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(ii) The Modified West End P/FSP and the West End Replat
will not include any changes or requirements which increase the cost of
development of West End on-site improvements and infrastructure
beyond the cost which would otherwise be incurred in connection with
the development of West End pursuant to the West End FSP and
Existing West End Plat.
(iii) No reuse lines will be required within West End;
provided, however, that the City, at its option, may install reuse lines, at
City expense, at time of Seller's construction of subdivision
improvements.
(iv) The West End Replat may he approved and recorded prior
to completion of subdivision improvements pursuant to the Modified
West End P/FSP based on the Seller posting with the City a bond or
letter of credit as required by the City's Land Development Code. If the
Parent Tract is replatted based on a bond or letter of credit, then the City
will issue building permits in connection with the development of West
End pursuant to the West End FSP and Existing West End Plat prior to
completion of subdivision improvements pursuant to the Modified West
End P/FSP (subject to Ocoee Fire Department approval that sufficient
infrastructure is in place to fight a fire), but no Certificates of Occupancy
will be issued until a Certificate of Completion has been issued for
subdivision improvements pursuant to the Modified West End P/FSP,
provided, however, that the "new" Lots within what would otherwise be
the Existing Plat will, notwithstanding anything contained herein to (he
contrary, be issued building permits and Certificates of Occupancy
without regard to completion of any additional improvements or the
issuance of a Certificate of Completion.
(v) Waivers will be included to provide for the following
building setbacks for Lots 1-9, inclusive, as shown on the West End
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Concept Plan: (a) 15' front yard building setback from new right-of-
way/lot line; and (b) 10' rear yard setback from new rear lot lines.
(vi) A typical building pad lot layout will be shown on the
Modified West End P/FSP. Said typical building pad lot layout will be
approved as part of the Modified West End P/FSP and the City will
confirm that such typical building pad lot layout complies with all Code
requirements and/or grant such waivers as are required to allow the use
of such typical building pad lot layout on all Lots within the West End
Replat.
(vii) The Modified West End P/FSP will match the finished
grade of the expanded Professional Parkway at the new right-of-way line
as shown on the 60% Plans for the Project.
(viii) Lot lines shown on the Modified West End P/FSP and the
West End Replat are conceptual only. Seller may, without replatting,
combine Lots by execution of a Lot Tying Agreement. Seller may
change individual lot lines by replatting in accordance with its applicable
provisions of the City's Land Development Code.
(ix) The following additional waivers will be granted as part of
the Modified P/FSP:
(a) No sidewalks will be required along Professional
Center Boulevard;
(h) No sidewalks will be required along Professional
parkway since said sidewalks will be installed by the City as part
of the Project;
(c) Sidewalks within West End will be five (5) feet
wide and will be installed by the developer of each Lot at the time
of development thereof; and
(d) No sidewalks will be required along the portion of
the interior roads adjacent to the Florida Turnpike and Tract A of
its Existing Plat.
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006.1951274
(x) The Modified West End P/FSP will not have an expiration
dale since construction previously commenced under West End FSP and
as a result, the West End FSP does not have an expiration date.
(xi) Seller will be permitted to construct parking and/or
buildings within typical building footprint approved as part of Modified
West End P/FSP.
(xii) West End will be permitted the following two (2) project
identification signs: (a) The relocated or reconstructed version of the
existing project identification sign (currently located within or adjacent
to the "Easement Property" as defined in the Health Central Easement as
defined in Paragraph 16 hereof) to he located at the northeast corner of
Lot 1 as shown on the West End Concept Plan, but not within Parcel 4
as shown on the Right-of-Way Map; and (b) A new monument sign to be
located in the median between Lots 8 and 9 as shown on the West End
Concept Plan, said area being included within Parcel 6 as shown on the
Right-of-Way Map. The median sign may include the name(s) of the
major user(s) within West End in addition to project signage. Typical
signage will be shown on Modified West End P/FSP and approved as
part of the Modified West End P/FSP and, to the extent necessary,
waivers will be granted to permit the foregoing project identification
signage which will be in addition to individual site/building signage
otherwise permitted under the City's Land Development Code.
(xiii) No right turn lanes will be required from Professional
Parkway into West End in connection with the development of any lots
and the approval of any site plans in connection therewith.
(xiv) Seller shall have the right to reshape or resize Tract A of
the Existing Plat subject to compliance with all applicable regulations
related thereto including replatting if the boundaries of Tract A are
modified.
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(xv) No street lighting will be required along Professional
Parkway.
(E) The City agrees to process the proposed Modified West End
P/FSP and West End Replat on a concurrent basis. The City agrees to use its best
efforts to have the proposed Modified West End P/FSP and West End Replat
concurrently presented to the Ocoee City Commission for final consideration within one
hundred twenty (120) days from the City's receipt thereof as provided in Paragraph
7(A) above.
(F) Nothing contained herein shall obligate the Ocoee City
Commission to approve the proposed Modified West End P/FSP and/or West End
Replat.
8. Covenants by City. As additional consideration and as a material
inducement for Seller to enter into this Agreement and to agree to convey the Fee
Parcels to the City and to grant the Easements to the City, the City hereby covenants
and agrees as follows:
(A) The City will use its best efforts to proceed with the design,
engineering, permitting and construction of the Project and to commence construction
of the Project no later than December 1, 2001 and to complete construction of the
Project no later than May 3, 2003.
(B) The Project will include the following elements/improvements to
be constructed/installed by the City, at City's expense:
(i) As part of the Project, the City will be responsible for all
utility relocations if such utilities are existing utilities currently located
within the proposed limits of the Professional Parkway road right-of-way
as shown on the final plans for the Project as approved by the City.
(ii) The Project will include the following within the proposed
limits of the Professional Parkway right-of-way as shown on the final
plans for the Project as approved by the City: (a) full medians as shown
on the West End Concept Plan with the eastern most median cut aligning
with the existing Brushy Creek Court; (b) left turnlanes and curbcuts at
13
005.195727.4
the three (3) entrances shown on the West End Concept Plan; (c) all
traffic signals, signs and pavement markings; and (d) all sidewalks along
Professional Parkway.
(iii) As part of the Project, realigned "Old Winter Garden
Road" from SR 50 will intersect with Brushy Creek Court consistent
with depiction set forth in the Interlocal Agreement. The City will tie-in
the new road to Brushy Creek Court. In connection therewith, the City
agrees that Brushy Creek Court may be renamed so that it will have the
same name as realigned "Old Winter Garden Road", such name to be
determined by the City in its sole discretion.
(iv) No retention ponds for the Project will be located within
West End (except for pond previously acquired by City in connection
with the Maguire Road Project). The City will not be entitled to use
Tract A of the Existing Plat (the Stormwater Management Area) for any
stormwater storage needs related to the Project; provided, however, that
the foregoing shall not be construed to negate any provisions of that
certain Drainage and Outfall Easement (North Drainage Easement
Parcel) dated February 16, 2000 from Seller to City, as recorded in
Official Records Book 5949, Page 3800, Public Records of Orange
County, Florida.
(v) The City will use its best efforts to cause the design of
Project to he compatible with the West End Concept Plan.
(vi) City will construct to the Seller's new property line at
least a 10" water line across Professional Parkway at the location of the
western Entry Road to West End as shown on the West End Conceptual
Plan.
(vii) The Project will include any additional fire hydrants along
Professional Parkway required by City to meet the requirements for the
industrial development of West End under the existing industrial zoning.
14
006.195727.4
Neither Seller nor the developers of individual lots will not be required
to install new hydrants along Professional Parkway.
(viii) The Project will provide for relocation and new services,
where necessary, of sewer and water stubs to the new lot lines along
Professional Parkway, per the West End Replat.
(ix) City will not delay issuance of building permits and
Certificates of Occupancy for West End based on status of the
construction of the Project.
(x) Uninterrupted access and utilities to West End will be
maintained during the Project construction, except for normal temporary
construction interruptions.
(xi) Seller has previously constructed, at Seller's expense, the
existing gravity sewer line for West End. If City disrupts manhole or
sewer service lines as part of Project, then City will be responsible for
replacing the foregoing in a manner that assures uninterrupted sewer
service, except for normal temporary construction interruptions, to any
development within West End, including all Lots shown on the West End
Replat.
(xii) Water service to any development within West End will
not be disrupted as a result of the Project, except for normal temporary
construction interruptions.
(xiii) City will construct the following portion of the median
proposed to be located between Lots 8 and 9 as shown on the West End
Concept Plan: That portion of said median located within Parcel 6 as
depicted on the Right-of-Way Map. Seller, at its option, may elect to
have the City, at Seller's expense, construct the remaining portion of the
median located within the Parent Tract and adjacent thereto so long as
Seller makes such election at the closing and pays to the City the cost
thereof, as determined by the City, prior to commencement of
construction of the Project. The foregoing median will be in accordance
15
006.1957274
with the Modified West End P/FSP approved by the City; provided,
however, that the City shall not have any responsibility for construction
or installation of the sign proposed to be located within the median. In
connection with the approval of the Modified West End P/FSP, Seller
(or the West End Professional Park Property Owners Association, Inc.)
shall execute such documentation as may be required by the City in order
to allow the location of the signage within the median which shall be part
of the public right-of-way.
(C) The City will not levy or otherwise impose any special
assessments or other charges against Seller or the Parent Tract to defray the cost of any
portion of the Project except for normal road impact fees. Further, except as set forth in
this Agreement, the City will not require any contribution by Seller (or a fee owner of
any portion of the Parent Tract) toward the cost of any portion of the Project as a
condition to the approval of any applications for site plan approvals within West End or
as a condition to the issuance of any building permit, it being recognized that the Seller
has discounted the Purchase Price of the Property.
(D) With respect to the Slope Easement Parcel, it is agreed that
(i) Seller shall be entitled to put landscaping and utilities within the Slope Easement
Parcel; (ii) the Slope Easement Parcel will be included within the applicable platted lots
and will not be a separate platted tract, (iii) The Slope Easement Parcel shall count
towards all setback, open space and impervious surface requirements and/or
calculations made in connection with the development of the Parent Tract or any
portion thereof, and (iv) to the extent that the City removes any landscaping or other
improvements from the Slope Easement Parcel it shall be the obligation of the City to
reinstall or replace such landscaping with landscaping of comparable quality and/or
quantity.
(E) The final 100% plans for the Project will provide for the
construction of the new pavement back to the radius of the Corner Clip Parcels and for
a tie-in of such new pavement to the Modified West End P/FSP and such construction
will occur as part of the Project at no cost or expense to Seller.
16
006.t 95727 a
(F) The parties acknowledge that the Slope Easement is needed by the
City because the Project will raise the finished grade of Professional Parkway. The City
agrees that it will not impose a requirement in connection with the development of the
Parent Tract that the grade of the Parent Tract be raised to match the finished grade of
Professional Parkway upon completion of the Project; provided, however, that the
foregoing shall not be construed to prevent the developer of the Parent Tract from
voluntarily electing to raise the finished grade of the Parent Tract or any portion
thereof.
(G) Pursuant to the provisions of Paragraph 29(c) of that certain
Purchase Agreement, dated December 21, 1999, between Seller and City, as amended
February 15, 2000 (the "Maguire Road Purchase Agreement"), fill material is currently
being spread across West End in accordance with that certain fill plan prepared by
Donald W. McIntosh Associates, Inc. under Job Number 99201.0005, as revised
February 1, 2000 (the "Fill Plan") and set forth as an exhibit to the Maguire Road
Purchase Agreement. City agrees that since West End is a vested project and filling
activities have commenced pursuant to the Fill Plan, that the City will allow such filling
activities to be complete in accordance with the Fill Plan notwithstanding any changes
to the FEMA 100-year flood plain elevation which may occur subsequent to the date of
the Fill Plan and commencement of filling activities and which may otherwise impact
West End. Further, in the event the City receives notice of proposed changes to the
FEMA 100-year flood plain elevation with respect to the Parent Tract, then the City
agrees to provide Seller with a copy of such notice within thirty (30) days of receipt
thereof. Upon receipt of such notice, Seller, at its option, may obtain a permit from the
City for additional filling activities within the Parent Tract which are intended to fill the
Parent Tract up to any such proposed FEMA 100-year flood plain elevation so long as
such filling activities commence prior to the effective date of any such proposed change
to the FEMA 100-year flood plain elevation.
9. Maintenance of Access. Throughout the Project, the City will maintain
for Seller's benefit access to the Parent Tract; provided, however, that the Seller
acknowledges that there may be temporary periods during which access to the Parent
17
006.19572r 4
Tract may be temporarily rerouted due to construction activities associated with the
Project.
10. Conditions Precedent to Closing.
(A) The obligation of Seller to close under this Agreement is
expressly made contingent upon the satisfaction of the following (collectively referred
to as the "Closing Contingencies"):
(1) Termination of the 1986 Developer's Agreement and the
1987 Developer's Agreement and the recording of evidence of such
termination in the Public Records of Orange County, Florida.
(2) Final approval by the Ocoee City Commission of the
Modified West End P/FSP consistent with the elements, notes and
conditions of approval set forth in Paragraph 7 hereof and otherwise
being acceptable to Seller in its discretion.
(3) Final approval by the Ocoee City Commission of the West
End Replat and the recording thereof in the Public Records of Orange
County, Florida, said West End Replat being consistent with the
elements, notes and conditions set forth in Paragraph 7 hereof and
otherwise acceptable to Seller in its discretion.
(4) Following the satisfaction of Paragraphs 10(A)(1), (2) and
(3) above, receipt by Seller of an amended Certificate of Vesting which:
(i) modifies Section VII(B)(15)(b) of the Certificate of Vesting to
reference the Modified West End P/FSP rather than the West End FSP,
(ii) deletes Section VII(B)(15)(c) of the Certificate of Vesting,
(iii) otherwise modifies the Certificate of Vesting so as to be consistent
with this Agreement, and (iv) reaffirms that the Certificate of Vesting, as
amended, remains in full force and effect.
Any termination by the City of the 1986 Developer's Agreement and the 1987
Developer's Agreement and approval by the City of the Modified West End P/FSP and
the West End Replat shall he conditioned upon Seller confirming to the City, within 14
days from the date of such approval, that the contingencies set forth in Paragraph
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006.195727 4
10(A)(1), (2) and (3) above have been satisfied. Seller may, within 14 days from the
date of any such action or approval, give written notice to the City that the terminations
and/or Modified West End P/FSP and/or West End Replat as approved by the Ocoee
City Commission are not acceptable to Seller, such notice setting forth the specific
items and matters which are unacceptable to Seller. If Seller fails to give such notice
within said 14-day period, then the Seller shall be deemed to have given a confirmation
that the terminations of the 1986 Developer's Agreement and 1987 Developer's
Agreement and the approval by the Ocoee City Commission of the Modified West End
P/FSP and West End Replat are acceptable and that the Closing Contingencies set forth
in Paragraph 10(A)(1), (2) and (3) above have been satisfied.
(B) Similarly, the Amended Certificate of Vesting is subject to the
review and approval of Seller and may be issued subject to receipt of confirmation by
Seller that the Amended Certificate of Vesting satisfies the contingency set forth in
Paragraph 10(A)(4) above. Seller may, within 14 days of receipt of the Amended
Certificate of Vesting, give written notice to the City that the Amended Certificate of
Vesting is not acceptable to Seller, such notice setting forth the specific reasons why it
is unacceptable. If Seller fails to give such notice within said 14-day period, then the
Seller shall be deemed to have given an approval of the Amended Certificate of Vesting
and a confirmation that the Closing Contingency set forth in Paragraph 10(A)(4) above
has been satisfied.
(C) The Closing Contingencies shall not be deemed satisfied unless
confirmation thereof is received by City from Seller as provided in this Paragraph.
11. Closing.
(A) This transaction shall be closed and the deed, Easements and
other closing papers ("Closing") delivered at 10:00 a.m. on the 30°i day after the
Closing Contingencies set forth in Paragraph 10 hereof have been satisfied (the
"Closing Date"); provided, however, that if the Closing Contingencies have not been
satisfied by December 6, 2001, then either party may thereafter elect to terminate this
Agreement by written notice to the other party whereupon this Agreement shall be
terminated and the parties shall be relieved of all further rights and obligations
19
006.195727 4
hereunder except for those rights and obligations which expressly survive the
termination of this Agreement.
(B) Closing shall take place at the offices of Foley & Lardner, 111
North Orange Avenue, Suite 1800, Orlando. Florida.
(C) The Seller's legal counsel shall be responsible for the preparation
of all closing documents subject to the approval of the City, such approval not to be
unreasonably withheld. Except as set forth herein or required by this Agreement, the
closing documents shall be consistent with form documents being utilized by the City
on the Project.
12. Closing Costs; Tax Proration.
(A) 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 conveyance of the Fee Parcels to the City and the granting of
the Easements to the City.
(B) Real property taxes in connection with the conveyance of the Fee
Parcels shall he prorated as of the day of the acceptance of the conveyance by the City
and the prorated amount shall be paid by the Seller and shall be escrowed in accordance
with the provisions of Section 196.295, Florida Statutes. Notwithstanding the
foregoing, if the Closing occurs between November 1 and December 31, then Seller
shall pay all ad valorem taxes for the entire year of the Closing.
(C) Pursuant to Section 12B-4.013(4), Florida Administrative Code,
the City hereby determines and gives written notice to Seller that City has decided to
acquire the Property and that City is prepared to institute condemnation proceedings to
acquire the Property in the event Seller does not agree to sell the Property to City in
accordance with the terms and conditions of this Agreement. This paragraph is
included for the purpose of documenting that the conveyance of the indicated interests
in the Property is to be made by Seller to City under threat of condemnation and that
the conveyance is not subject to the Florida documentary stamp tax.
13. Additional Documentation. In connection with the Closing the Seller
shall execute such closing documents as may reasonably be required by the City,
20
006.195721.4
including but not limited to a standard form no-lien affidavit, a non-foreign
certification, and a closing statement.
14. Use of Property Prior to Closing. From the date hereof through the
Closing Date, the City through its consultants, contractors and employees, will be and
are hereby authorized to enter upon the Property for the purposes of scientific
investigation and surveying and the taking of soil borings in connection with the
Project. Any boring holes made by the City shall he promptly filled and packed to the
surrounding earth level by the City. City further agrees prior to Closing and for the
period of site investigation, 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, agents, contractors or consultants, or loss of or damage to
personal property. The foregoing indemnification shall survive the termination of this
Agreement.
15. Review Costs and Application Fees. The parties hereto acknowledge
and agree that but for the Project and this Agreement, it would not be necessary for the
Seller to seek a modification to the West End PSP and West End ESP or to seek to
replat the Existing Plat. Accordingly, the City hereby agrees to pay as part of the cost
of the Project all City application fees, City Review Costs (as defined in the City of
Ocoee Land Development Code), recording and filing fees, and other City charges
associated with the Modified West End P/FSP and the West End Replat.
16. Release of Easements and Relocation of Sign.
(A) The Seller has previously conveyed to West Orange Memorial
Hospital Tax District ("Health Central") certain lands adjacent to the Parent Tract and
fronting on Professional Parkway, such conveyance being pursuant to that certain
Warranty Deed dated July 21, 1986 as recorded in Official Records Book 3806, Page
4132, Public Records of Orange County, Florida (the "Health Central Deed").
Paragraph 4 of Exhibit "B" to Health Central Deed requires Health Central to maintain
21
006.195727.4
irrigated landscaping within a portion of the real property conveyed to Health Central
by the Health Central Deed and gives Seller the right to undertake such irrigation and
maintenance if Health Central fails to do so. The City has requested that the Seller
release and terminate all of its rights and privileges under said Paragraph 4 of Exhibit
"B" to the Health Central Deed in order to avoid any conflict with the Project. At
Closing, Seller agrees to release and terminate all such rights and privileges; provided,
however, that the City will he responsible for obtaining the joinder of health Central to
the extent required.
(B) In connection with the conveyance by Seller to Health Central
pursuant to the Health Central Deed, Health Central and Seller entered into a certain
Easement Agreement dated July 21, 1986 as recorded in Official Records Book 3806,
Page 4150 of the Public Records of Orange County, Florida (the "Health Central
Easement"). The Health Central Easement granted to Seller certain easement rights
with respect to an identification and location sign and wall within the lands conveyed by
the Health Central Deed, such signage and wall being for the benefit of the Parent
Tract. The City has requested that Seller release and terminate all of its rights and
privileges under the Health Central Easement in order to avoid any conflict with the
Project. At Closing Seller agrees to release and terminate the Easement Agreement;
provided, however, that the City will be responsible for obtaining the joinder of Health
Central to the extent required.
(C) Seller currently has a project identification sign located within the
"Easement Property" as defined in the Health Central Easement. As part of the Project
(but in any event prior to removal of said existing signage), the City agrees, at the
City's expense, to remove such sign and to relocate or reconstruct such project
identification sign at the northeast corner of Lot 1 as shown on the West End Concept
Plan with the specific location thereof to be located outside of the Fee Parcels and to be
mutually agreed upon by Seller and City and to be thereafter shown on the Modified
West End P/FSP. The City shall be responsible for obtaining all permits necessary to
accomplish the foregoing.
22
0061957274
17. Further Documentation. The parties agree that at anytime following a
request therefor by the other party, each shall execute and deliver to the other party
such further documents and instruments, in form and substance reasonably necessary to
confirm and/or effectuate the obligations of either party hereunder and the
consummation of the transactions contemplated hereby. The provisions of this
paragraph shall survive the closing.
18. 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.
19. 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.
20. 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; provided, however, that
nothing contained herein shall be construed to in any way terminate, modify or amend
(i) any document recorded in the Public Records of Orange County, Florida, except to
the extent expressly set forth herein, or (ii) any surviving provisions of that certain
Purchase and Sale Agreement dated December 21, 1999, between the Seller and City,
as amended February 15, 2000 with respect to the Maguire Road Improvement Project
(the "Maguire Road Purchase Agreement") and any closing documents or easements
entered into pursuant to the terms thereof. Amendments to and waivers of the
provisions of this Agreement shall be made by the parties only in writing by formal
amendment.
21. Vested Rights. Except as expressly set forth herein, nothing contained
herein shall be construed to in any way amend, modify or repeal Seller's rights and
privileges pursuant to the Certificate of Vesting.
22. Applicable Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Florida.
23
006.195727.4
23. Disclosure of Beneficial Interest.
(A) Contemporaneous with the execution of this Agreement, Seller
shall deliver to City 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 City to Seller requesting
the foregoing disclosure and informing Seller that such disclosure must be made under
oath, subject to the penalties prescribed for perjury.
(B) 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 closing of this transaction.
24. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their respective legal representatives,
successors, heirs and assigns and shall run with the Parent Tract and be binding upon
and inure to the benefit of the heirs, legal representatives, successors and assigns of the
Seller and any person, firm, corporation or entity who may become the successor in
interest to the Parent Tract or any portion thereof.
25. 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 Fee
Parcels and the Easements taking into account the covenants and agreements made
herein by Seller and City 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.
26. Survival of Warranties and Agreements. All warranties,
representations, covenants, obligations, indemnities and agreements contained herein
shall survive the execution and delivery of the Deed, the closing documents and the
Closing to be held hereunder.
27. 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
24
006.195727.4
he 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 next business morning
delivery services. 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: Heller Bros. Groves
Attn: Glenn Jackson
288 S. 9ih Street
Winter Garden, FL 34777
AS TO CITY: City of Ocoee
Attn: City Manager
150 North Lakeshore Drive
Ocoee, FL 34761
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 or delivery thereof
as aforesaid.
28. 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 have been prepared by counsel for one of the parties, it being recognized
that both Seller and City have contributed substantially and materially to the preparation
hereof.
29. Radon Gas. Pursuant to the provisions of Section 404.056(8), Florida
Statutes, Seller hereby notifies City as follows with respect to the Property: "Radon is
a 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."
30. Time for Acceptance. The Seller is irrevocably executing this
Agreement prior to approval by the City; provided, however, that in the event the City
does not approve and execute this Agreement on or before December 23, 2000, then the
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006.195727.4
Seller's execution hereof shall be automatically terminated and the City shall
immediately return to the Seller the executed originals hereof.
31. 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.
SELLER:
Signed, sealed and delivered HELLER BROS. GROVES, a Florida
in the presence of: general partnership
By: HELLER BROS. PACKING
CORP., a Florida corporation,
managing general partner
By:
HARVEY R. HELLER,
President
Executed on: December , 2000
CITY:
CITY OF OCOEE, a Florida municipal
corporation
By:
S. SCOTT VANDERGRIFT,
Mayor
Attest:
JEAN GRAFTON,
City Clerk
Executed on: December , 2000
26
006.195727.4
For use and reliance only by the City of APPROVED BY THE OCOEE CITY
Ocoee, Florida. Approved as to form COMMISSION AT A MEETING HELD
and legality this day of December, ON DECEMBER , 2000 UNDER
2000. AGENDA ITEM NO.
By:
Name:
LIST OF EXHIBITS TO HELLER/OCOEE AGREEMENT ON
PROFESSIONAL PARKWAY
A. Parent Tract
B. Right-of-Way Map
C-1. Slope Easement
C-2. Sanitary Sewer Easement
27
005.195727.4
LaHIBIT "A"
•
l)1::;CRlIr1'1ON:
71t_t portion of the South 12 of the Northwest 1/4 and the North 1/2 of the
Southwest 1/4 hying North of Florida's Turnpike in Section 29.Township
22'iouth.Range 2S East.Orange County.Florida.described as follows:
Commence at the Northeast comer of the South 112 of the Northwest 1/4 of
Sec:ion 29.Township 22 South.Ranee 2S East.Orange County.Florida
and run S 00°29'2 "E along the East line of the Northwest 1/4 of said
Sec:ion 29 for a distance of 30.00 feet to the POINT OF BEGINNING:
thence continue S 00°29'22"E along said East line for a distance of
25?9.36 feet to the Southeast corner of the North 1/2 of the Southwest 1/4
of said Sec:ion 29:thence run S 89°37.57 W alone the South line of said
North 1/2 of the Southwest 114 for a distance of 195.53 feet to the
Northerly Right-of-Way line of Florida's Turnpike: thence run
N 32°1533"W along said Right-of-Way line for a distance of 110.79 feet
to he point of curvature of a curie concave Southwesterly having a radius
of -335.60 feet and a central angle of 02035'34":thence run Northwesterly
able the aur of said curve and said Rieht-of-Way line for a distance of
222.3.04 feet to a point of non-tangency: thence run S 54°55'53-W along a
racial line and along said Right-of-Way line for a distance of 40.00 feet to
a:mon-tangent point on a curve concave Southwesterly having a radius of
4795.60 feet.a central angle of 33°21'-.7 and a chord bearing of
N Sie45'01"\V; thence run Northwesterly along the arc of said curve and
sa4 Right-of-Way line for a distance of 2592.45 feet to a point of non-
tangency:thence run N 00°14'12'\V alone the East Right-of-Way Iine of
Maguire Road(State Road 439)for a distance of 236.93 feet:thence run
N'.)S°2 '26"W along said Right-of-Way line for a distance of 47.44 feet
to he Southwest corner of Lot 1.MEDCARE CENTER.as recorded in
P1.1 Book 13.Page 136 of the Public Records of Orange County,Florida:
thence run N 39°29'41"E along the South line of said Lot 1 for a distance
at 160.41 feet to the Southeast corner thereof:thence run N 00°30'19"\V
along the East line of said Lot 1 for a distance of 9.13 feet:thence run
N 59°29'41"E along the South Right-of-Way lute of Professional Center
Boulevard for a distance of 60.00 feet:thence run N 00°3019"W along
dt<, East Right-of-Way line of said Professional Center Boulevard for a
distance of 225.00 feet to the point of CUMIttlItt of a curve concave
Southeasterly leaving a radius of 50.00 feet and a central angle of
90°00'00";thence run Northeasterly cion,the arc of said curve and said
Easterly Riein.of-Way line for a distance of 71.54 feet to the point of
tangency:thence run N 39'2741"E along the South Right-of-Way line of
P-ofessional Parkway fur a distance of 2294.23 feet to the POINT OF
B EGINN1NG.
C.tntaining 36.667 acres snore or less and Pring subject to any rights-of
way,restrictions and casements of record.
•
•
LIiSS AND EXCEPT
(1 ) The portions of the above described property
which have heretofore been conveyed to the City of
Ocoee,
(2) Dedicated roadways located within the above
described property.
(3) Tract A of the Plat of West End Professional
Park Unit 1 as recorded in Plat Book 34, Page 139,
Public Records of Orange County, Florida.
Z/Z 39Md £bL t9b9L0b°OI 2I3NO5H'1 '8 A3103:14021.4 60.01 00-El-33G
SCALE: I" = /00'
0 40' ADDITIONAL R/W
O5 50' R/W CORNER CLIP
ENTRANCE R/W CLIP (70' X 50') + 50' CORNER CLIPS
ENTRANCE R/W CLIP (60' X 35') + 35' CORNER CLIPS
�8 35' R/W CORNER CLIP
O9 35' R/W CORNER CLIP
IO 15` PERMANENT SLOPE AND UTILITY EASEMENT
Il l5' PERMANENT SLOPE AND UTILITY EASEMENT
l2 15' PERMANENT SLOPE AND UTILITY EASEMENT
13 15' PERMANENT SLOPE AND UTILITY EASEMENT
14 /5' PERMANENT SLOPE AND UTILITY EASEMENT
l5 15' PERMANENT' SLOPE AND UTILITY EASEMENT
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Paul E. Rosenthal, Esq.
FOLEY & LARDNER
111 North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, FL 32802-2193
(407) 423-7656 For Recording Purposes Only
EXHIBIT "C-I"
SLOPE EASEMENT AGREEMENT
(Professional Parkway)
THIS SLOPE EASEMENT AGREEMENT (this "Easement Agreement") is made
and entered into as of the day of , 2001, by and between HELLER
BROS. GROVES, a Florida general partnership, whose address is 288 South 9'h Street,
Winter Garden, Florida 34787 (hereinafter referred to as the "Grantor") and the CITY OF
OCOEE, a Florida municipal corporation, whose address is 150 N. Lakeshore Drive, Ocoee,
Florida 34761 (hereinafter referred to as the "Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include all the
parties to this instrument and the heirs, legal representatives and assigns of
individuals, and the successors and assigns of corporations, partnerships
[including joint ventures], public bodies and quasi-public bodies).
W ITN E S SE T II:
WHEREAS, Grantor is the owner of certain parcels of real property located in Orange
County, Florida, as more particularly described in Exhibits attached hereto and
incorporated herein by reference (hereinafter collectively referred to as the "Slope Easement
Property"); and
WHEREAS, Grantee has requested, and Grantor has agreed to grant and convey to
Grantee, a non-exclusive perpetual slope easement over, upon, and across the Slope Easement
Property for the specific and limited purposes hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and
conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. The above recitals are true and correct, form a material part of this
Easement Agreement and are incorporated herein by reference.
Section 2. Grantor hereby gives, grants, bargains, sells, and conveys to Grantee a
non-exclusive perpetual slope easement over, upon and across the Slope Easement Property for
the purposes hereinafter stated (the "Easement"), all subject to the terms, conditions, and
limitations set forth herein.
Section 3. Grantor hereby warrants and guarantees to Grantee that Grantor has fee
title to the Slope Easement Property, subject to easements, reservations, restrictions, and
rights-of-way of record, if any, and that the Grantor has full power and authority to grant the
Easement as to the Slope Easement Property.
006.199926.2
Section 4. Grantee's use of the Slope Easement Property shall be for the purposes
of Grantee, through itself, its agents, contractors, consultants, and employees constructing a
side-slope to support the improvements to Professional Parkway as part of the Professional
Parkway Widening Project, over, through, or under the Slope Easement Property, with the
privilege of entering upon said land for the purpose of maintaining, operating, and repairing
said slope, together with the rights, easements, privileges, and appurtenances in or to said land
which may be required for the full enjoyment of the rights herein granted.
Section 5. For the full enjoyment of the rights granted herein, the Grantee shall,
subject to the provisions of Section 6 below, have the further right to trim, cut, or remove
trees, hushes, undergrowth, and other obstructions or improvements interfering with the
location, construction, and maintenance of the slope improvements.
Section 6. The Easement is non-exclusive, and Grantor expressly reserves to itself,
its successors and assigns, the non-exclusive right to use, pass and repass over and upon the
Slope Easement Property and to use the Slope Easement Property for the purposes expressly
set forth herein. Each party shall use the rights granted and reserved by this Easement
Agreement with due regard to the rights of the other party to use and enjoy the Slope Easement
Property. Grantor, however, shall not construct, install, or place any improvements on, over,
under, through, or across the Slope Easement Property without the prior written consent of
Grantee; provided, however, that notwithstanding the foregoing, Grantor and Grantee agree
that (i) Grantor shall be entitled to construct, install or place landscaping and utilities within
the Slope Easement Property; (ii) Grantor shall be entitled to construct, install or place such
other improvements within the Slope Easement Property in accordance with any subdivision
and/or site plans approved by Grantee; and (iii) Grantee shall not remove or interfere with any
such landscaping, utilities or other improvements constructed, installed or placed within the
Slope Easement Property as provided for herein. To the extent that Grantee removes any
landscaping, utilities or other improvements constructed, installed or placed within the Slope
Easement Property pursuant to this Section, it shall be the obligation of Grantee to reinstall or
replace any such landscaping with landscaping of comparable quality and/or quantity and to
reinstall any such utilities or other improvements.
Section 7. To the extent permitted by law, the Grantee agrees to indemnify and hold
harmless the Grantor from and against any and all claims, actions, causes of action, loss,
damage, injury, liability, cost or expense, including without limitation attorneys' fees (whether
incurred before, during or after trial, or upon any appellate level), arising from the Grantee's
use of the Slope Easement Property or from the exercise by the Grantee of any rights granted
by this Easement Agreement.
Section S. It is agreed between the parties that Grantor may require that the
Easement be released on a lot-by-lot basis as the property encumbered by the Easement is
developed. Upon receipt of any such request, the Grantee agrees to release the Easement if
Grantee determines, in its discretion reasonably exercised, that the Easement is no longer
needed based on the developed condition of the lot with respect to which the release is being
sought.
Section 9. This Easement Agreement shall be binding upon and inure to the benefit
of the parties specified herein, their respective legal representatives, successors and assigns,
and the benefits and burdens hereof shall run with the Slope Easement Property.
Section 10. This Easement Agreement may he modified or amended only upon the
mutual written consent of Grantee and Grantor, or their respective legal representatives,
successors and assigns.
/See Signatures on following page]
2
006.1999262
IN WITNESS WHEREOF, the parties hereto have subscribed their names and have
caused this Easement Agreement to be executed as of the day and year first above written.
Signed, sealed and delivered "GRANTOR"
in the presence of
HELLER BROS. GROVES, a Florida
general partnership
By: HELLER BROS. PACKING CORP.,
Print Name: a Florida corporation, managing general
partner
Print Name:
I3y:
HARVEY R. HELLER,
President
(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the
State and County aforesaid to take acknowledgements, personally appeared Harvey R. Heller
well known to me to be the President of Heller Bros. Packing Corp., a Florida corporation,
managing general partner of HELLER BROS. GROVES, a Florida general partnership, and
that he acknowledged executing the same in the presence of two subscribing witnesses freely
and voluntarily under the authority duly vested in him by said corporation and partnership and
that the seal affixed thereto is the true corporate seal of said corporation. Ile is [ ] personally
known to me, or [ ] produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2001.
{Notary Seal must be affixed}
Signature of Notary
Name of Notary (gyred. Printed or Stamped)
Commission Number (if no legible on seal):
My commission Expires (if not legible on seal):
3
005.199926 2
Signed, sealed and delivered GRANTEE:
in the presence of:
CITY OF OCOEE, a Florida municipal
Corporation
By:
Print Name Name: S. Scott Vandergrift
Title: Mayor
Print Name Attest:
Name:
Title:
[Affix Seal]
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON UNDER
LEGALITY THIS DAY OF AGENDA ITEM NO.
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this day of
, 2001, by S. SCOTT VANDERCRIFT and
the Mayor and , respectively, of the CITY OF OCOEE,
FLORIDA. They are personally known to me.
WITNESS my hand and official seal in the County and State aforesaid this day of
, 2001.
Notary Public
Print Name:
My Commission Expires:
4
006.199926.2
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Paul E. Rosenthal, Esq.
FOLEY & LARDNER
111 North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, FL 328 0 2-21 9 3
(407) 423-7656
For Recording Purposes Only
EXHIBIT "C-2"
SEWER AND WATER EASEMENT AGREEMENT
(Professional Parkway)
THIS SEWER AND WATER EASEMENT AGREEMENT (this "Easement
Agreement") is made and entered into as of the day of , 2001, by and
between HELLER BROS. GROVES, a Florida general partnership, whose address is 288
South 9'h Street, Winter Garden, Florida 34787 (hereinafter referred to as the "Grantor") and
the CITY OF OCOEE, a Florida municipal corporation, whose address is 150 N. Lakeshore
Drive, Ocoee, Florida 34761 (hereinafter referred to as the "Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include all the
parties to this instrument and the heirs, legal representatives and assigns of
individuals, and the successors and assigns of corporations, partnerships
!including joint ventures], public bodies and quasi-public bodies).
WITNESSETH:
WHEREAS, Grantor is the owner of certain parcels of real property located in Orange
County, Florida, as more particularly described in Exhibits attached hereto and
incorporated herein by reference (hereinafter collectively referred to as the "Easement
Property"); and
WHEREAS, Grantee has requested, and Grantor has agreed to grant and convey to
Grantee, a non-exclusive perpetual sanitary sewer force main casement and a non-exclusive
perpetual water main easement over, upon, and across the Easement Property for the specific
and limited purposes hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms and
conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. The above recitals are true and correct, form a material part of this
Easement Agreement and are incorporated herein by reference.
Section 2. Grantor hereby gives, grants, bargains, sells, and conveys to Grantee a
non-exclusive perpetual sanitary sewer force main easement and a non-exclusive perpetual
water main easement over, upon and across the Easement Property for the purposes hereinafter
stated (the "Easement"), all subject to the terms, conditions, and limitations set forth herein.
Section 3. Grantor hereby warrants and guarantees to Grantee that Grantor has fee
title to the Easement Property, subject to easements, reservations, restrictions, and rights-of-
way of record, if any, and that the Grantor has full power and authority to grant the Easement
as to the Easement Property.
006.201197.2
Section 4. Grantee's use of the Easement Property shall be for the purposes of
Grantee, through itself, its agents, contractors, consultants, and employees installing,
maintaining, operating and repairing a sanitary sewer force main and related improvements and
a water main and related improvements over, through, or under the Easement Property,
together with the rights, easements, privileges, and appurtenances in or to said land which may
be required for the full enjoyment of the rights herein granted.
Section 5. For the full enjoyment of the rights granted herein, the Grantee shall,
subject to the provisions of Section 6 below, have the further right to trim, cut, or remove
trees, bushes, undergrowth, and other obstructions or improvements interfering with the
location, construction, and maintenance of the sanitary sewer force main and related
improvements and/or the water main and related improvements.
Section 6. The Easement is non-exclusive, and Grantor expressly reserves to itself,
its successors and assigns, the non-exclusive right to use, pass and repass over and upon the
Easement Property and to use the Easement Property for the purposes expressly set forth
herein. Each party shall use the rights granted and reserved by this Easement Agreement with
due regard to the rights of the other party to use and enjoy the Easement Property. Grantor,
however, shall not construct, install, or place any improvements on, over, under, through, or
across the Easement Property without the prior written consent of Grantee; provided, however,
that notwithstanding the foregoing, Grantor and Grantee agree that (i) Grantor shall be entitled
to construct, install or place landscaping and utilities within the Easement Property; (ii)
Grantor shall be entitled to construct, install or place such other improvements within the
Easement Property in accordance with any subdivision and/or site plans approved by Grantee;
and (Hi) Grantee shall not remove or interfere with any such landscaping, utilities or other
improvements constructed, installed or placed within the Easement Property as provided for
herein. To the extent that Grantee removes any landscaping, utilities or other improvements
constructed, installed or placed within the Easement Property pursuant to this Section, it shall
be the obligation of Grantee to reinstall or replace any such landscaping with landscaping of
comparable quality and/or quantity and to reinstall any such utilities or other improvements.
Section 7. To the extent permitted by law, the Grantee agrees to indemnify and hold
harmless the Grantor from and against any and all claims, actions, causes of action, loss,
damage, injury, liability, cost or expense, including without limitation attorneys' fees (whether
incurred before, during or after trial, or upon any appellate level), arising from the Grantee's
use of the Easement Property or from the exercise by the Grantee of any rights granted by this
Easement Agreement.
Section 8. This Easement Agreement shall be binding upon and inure to the benefit
of the parties specified herein, their respective legal representatives, successors and assigns,
and the benefits and burdens hereof shall run with the Easement Property.
Section 9. This Easement Agreement may be modified or amended only upon the
mutual written consent of Grantee and Grantor, or their respective legal representatives,
successors and assigns.
gee Signatures on following page]
2
006.201197 2
IN WITNESS WHEREOF, the parties hereto have subscribed their names and have
caused this Easement Agreement to be executed as of the day and year first above written.
Signed, sealed and delivered "GRANTOR"
in the presence of:
HELLER BROS. GROVES, a Florida
general partnership
By: HELLER BROS. PACKING CORP.,
Print Name: a Florida corporation, managing general
partner
Print Name:
By:
HARVEY R. HELLER,
President
(CORPORATE SEAL)
STATE OF FLORIDA
COI JNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the
State and County aforesaid to take acknowledgements, personally appeared HARVEY R.
HELLER well known to me to be the President of I-Idler Bros. Packing Corp., a Florida
corporation, managing general partner of HELLER BROS. GROVES, a Florida general
partnership, and that he acknowledged executing the same in the presence of two subscribing
witnesses freely and voluntarily under the authority duly vested in him by said corporation and
partnership and that the seal affixed thereto is the true corporate seal of said corporation. IIe
is [ ] personally known to me, or [ ] produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2001.
{Notary Seal must be affixed}
Signature of Notary
Name of Notary (Typed. Printed or Stamped)
Commission Number (if no legible on seal):
My commission Expires (it not legible on seal):
3
006.201197 2
"GRANTEE"
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
By:
Print Name Name: S. SCOTT VANDERGRIFT
Title: Mayor
Print Name Attest:
Name:
Title:
[Affix Seal]
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA. COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON UNDER
LEGALITY THIS DAY OF AGENDA ITEM NO.
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this day of
, 2001, by S. SCOTT VANDERGRIFT and
the Mayor and , respectively, of the CITY OF OCOEE,
FLORIDA. They are personally known to me.
WITNESS my hand and official seal in the County and State aforesaid this day of
, 2001.
Notary Public
Print Name:
My Commission Expires:
4
0062011972