HomeMy WebLinkAboutItem 13 Discussion of an Unsolicited Offer from GPK Investments to Develop a Two-Story Commercial Building on City-Owned Property Located at 2 North Bluford ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: August 18, 2020
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Item # 15
Reviewed By:
Contact Name: Craig Shadrix Department Director:
Contact Number: 407-905-3111 City Manager: Robert F
ge0....."---4
Subject: Discussion of an unsolicited offer from GPK Investments to develop a two-story commercial '
building on city-owned property located at 2 North Bluford
Background Summary:
During strategic planning exercises with the City Commission almost four years ago, the City
Commission harmoniously directed staff to pursue a plan to revitalize and redevelop the area historically
referred to as downtown. Since that time, the City adopted a downtown masterplan and secured funding
for the projects deemed crucial; in the masterplan, all while lowering taxes. The downtown masterplan
projects are well underway, with Bluford Avenue nearing completion, the Lakeshore Center expansion
nearing completion, and several streets, the lakefront park, and a new City Hall under design.
With the initial phases of the' downtown revitalization effort underway, attention must be given to
economic development efforts to bring additional businesses and consumers to the downtown area.
During February, the City Commission officially rescinded its consideration of city-owned property
located at 2 North Bluford for an unsolicited bed and breakfast proposal. During recent weeks, another
unsolicited proposal has presented an opportunity for the City Commission to consider.
Staff created a vision for the property at 2 North Bluford, including color renderings (see attached), that's
compatible and representative of good economic development of downtown parcels—new construction.
In 2019, VMG Construction, Inc., offered to build the City's rendered plan in exchange for the property
located at 2 North Bluford. The City's plan included a commercial building that would include restaurant
and office space, and would cost a developer approximately $4 to 5 million to construct.
Earlier this Spring, VMG representatives reached out to the City and informed of their intention to
terminate the agreement with the City. Since that time, the City has been approached by GPK
Investments who have made a similar offer, agreeing to design to the City's downtown guidelines and
constructing an even more aggressive plan than the original. Staff has met with the GPK team and feels
that their plans align with the City's and merit a similar agreement with the City. The City attorney has
prepared a letter agreement that memorializes that GPK would receive title to the property upon
issuance of a certificate of occupancy (attached). The City would reserve the right to maintain any
necessary easements on the property as part of this transaction.
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Issue:
Should the City Commission authorize City staff to proceed with an agreement consistent with this
attached letter of intent that transfers title of city-owned property to GPK Investments upon their
completion of the building shown in the attached building illustrations?
Recommendations:
Staff recommends that the City Commission authorize City staff to proceed with an agreement consistent
with this attached letter of intent that transfers title of city-owned property to GPK Investments upon their
completion of the building shown in the attached building illustrations.
Attachments:
LOI from GPK Investments
Illustrations of proposed building
Agreement to Construct Building
Financial Impact:
The property was purchased with utilities funding in 2017 for $344,350. Upon transfer of the title, the City
would need to reimburse the utilities fund. Adequate funds are available to make the reimbursement.
Type of Item: (please mark with an"x)
Public Hearing For Clerk's Dept Use:
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Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution K Regular Agenda _
X Commission Approval
Discussion&Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by N/A
Reviewed by N/A
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14?-
' REAL ESTATE
INVESTMENT AND DEVELOPMENT
July 10, 2020
Rob Frank
City of Ocoee
150 N Lakewood Ave.
Ocoee, FL 34761
RE: Development and Conveyance of Property at 2N Bluford Ave.,Ocoee FL 34761
Dear Mr. Frank:
This Letter of Intent (the "LOI") outlines the basic terms upon which GPK Real Estate is hereby
offering to develop the Property described.herein.
Upon mutual execution of this LOI, a formal Agreement between Developer and the City shall
be drafted by the City incorporating the terms and conditions specified herein, plus any other
terms and conditions that are mutually agreeable to the parties.
1. PROPERTY: 2 N Bluford Ave., Ocoee, Florida 34761 ( Parcel ID: 17-22-28-6144-03-221)
2. DEVELOPER: GPK FUND II LLC, or its affiliate entities.
3. DEMOLITION OF EXISTING BUILDING:The City, at City's expense, has demolished the'
existing building on the Property and has removed the debris from the Property.
4. DEVELOPMENT OF THE PROPERTY:Since the demolition of the building as described
above has been completed,the City will grant the Developer a license and easement to
enter onto the Property and develop the Property consistent with the plan developer
submit to the city.The parties acknowledge that development of the Property
consistent with the Development Plans is material to this transaction and any deviations
from such plans shall be subject to the prior review and approval of the City.All of the
permitting,entitlement, planning, engineering and construction and development costs
and expenses shall be borne by the Developer.The Developer shall obtain appropriate
insurance relating to the development activities and name the City as an additional
insured. Developer shall indemnify,defend and hold the City harmless relating to claims
arising in connection with Developer's inspections of, entry onto and development of
the Property.The permitting and entitlement process shall follow the-City of Ocoee's
standard procedures.
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5. CONVEYANCE OF PROPERTY: In exchange for and conditioned upon the Developer's
development of the Property consistent with the Development Plans and the
Developer's receipt of a certificate of completion,the City will convey fee simple title to
the Property by Special Warranty Deed and Bill of Sale to the Developer for'$100. With
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G® REAL ESTATE
CB / INVESTMENT AND DEVELOPMENT
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the conveyance of the Property,the City will reserve all easements necessary to
continue to use and maintain utility facilities within the Property.
6. TITLE COMMITMENT AND SURVEY: At the City's expense,the City shall obtain an ALTA
title insurance commitment to be issued within twenty (20) days of full execution of the
Agreement and upon conveyance of the Property a final owner's title insurance policy
based on the then value of the Property. Developer, at Developer's expense, may obtain
a boundary survey of the Property prior to the expiration of the inspection Period. Any
objection to the condition of the title or survey shall be made in writing within ten (10)
business days following receipt of the later of the commitment or survey, but in all
events prior to the expiration of the Inspection Period.
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7. INSPECTION PERIOD: Developer shall be allowed sixty (9 0) days from execution of the
Agreement (the "Inspection Period" ) in which to inspect the Property, and to conduct
any engineering, environmental, feasibility and/or other studies. If Developer, in its sole
discretion, determines that the Property is not suitable for Developer's needs,then
Developer may terminate the Agreement by delivering a written termination notice to
the City prior to the expiration of the Inspection Period.
8. CLOSING COSTS: Developer shall, at closing, pay all real property transfer and
transaction taxes and levies relating to the-Property including,without limitation, (i)the
documentary stamps which shall be affixed to the deed, (ii)the title insurance premiums
and costs relating to the issuance of the Title Policy, (iii)the cost of the survey, (iv) any
due diligence expenses incurred by Developer, (v) all permitting, entitlement, planning,
engineering and construction and development costs and expenses, (vi) any lender fees,
including fees charged by the lender for endorsements and a mortgagee title insurance
policy, (viii) any broker or salesperson commissions payable, and (ix)the cost of
recording the deed. Each party shall pay its own attorney's fees and costs.
9. DEFAULT: In the event the City defaults under the Agreement, Developer shall be
entitled to terminate the Agreement or bring an action for specific performance. In the
event the Developer defaults under the Agreement,the City shall be entitled to
terminate the Agreement and in such event Developer shall assign all plans and
approvals to the City and convey any improvements then on the Property to the City by
Bill of Sale.
10. ASSIGNMENT: Developer may not assign the Agreement without the{prior consent of
the City.
11. REAL ESTATE COMMISSION:The City has not engaged a real estate salesperson or
broker in connection with this transaction.
t.
P 7REAL ESTATE
INVESTMENT AND DEVELOPMENT
Ckt
12. INTENT AND PURPOSE: It is expressly understood and agreed by all parties that this
letter is intended only as a summary of certain terms and conditions being discussed
between the parties hereto with respect to the development and conveyance of the
Property and in no event shall this letter be construed as a binding agreement
enforceable against either party. All terms and conditions set forth in this letter are
subject to further review and approval by and between the City and the Developer.
The Parties hereby covenant and agree that the purpose of this letter is not be construed as a
contract or any other type of agreement, other than to outline the basic terms and provisions
upon which the City and the Developer would be willing to enter into an agreement with
respect to the development and conveyance of the Property.
DEVELOPER:
GPK REAL ESTA ►:D DEVELOPMENT
By: Date: 10, 2020
July
Print am .J-ff Adelman
As its: Director of Real Estate
The undersigned City Manager of the City accepts the foregoing LOI as the basis for a proposed
transaction. Developer acknowledges that City Commission approval shall be required in
connection with this transaction.
CITY:
CITY OF OCOEE, FLORIDA
By: Date:
Rob Frank, City Manager
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AGREEMENT TO CONSTRUCT BUILDING
THIS AGREEMENT TO CONSTRUCT BUILDING (the "Agreement") is made and
entered into this day of , 2020, by and between
, a ("Developer"), whose address is
, and THE CITY OF OCOEE, a Florida municipal corporation
(the "City"), whose address is 150 N. Lakeshore Drive, Ocoee, Florida 34761.
WITNESSETH:
WHEREAS, the City is the fee simple owner of that certain tract of real property located
in Orange County, Florida, and more particularly described on Exhibit "A" attached hereto
("Property");
WHEREAS, as part of a revitalization program in conjunction with the redevelopment of
properties in and around the Property and the City Hall Property (as defined below), the City has
agreed to grant to Developer a construction easement over the Property to permit Developer to
construct a new three-story, mixed-use building on the Property and adjacent properties to be
owned by Developer in accordance with the requirements and restrictions contained herein and
in the Deed and substantially consistent with the plans attached hereto as Exhibit "B" (the
"Building"); and
WHEREAS, following Developer's construction of the Building, the City agrees to
convey to Developer (i) the Property by deed in the foiiu attached hereto as Exhibit "C" (the
"Deed"), and (ii) the Building and all other improvements on the Property by bill of sale in the
form attached hereto as Exhibit "D" ("Bill of Sale"); and
WHEREAS, the City is in the process of constructing a new city hall (the "City Hall")
near the Property at the Northeast corner of N. Bluford Ave. and E. Oakland Ave; and
NOW THEREFORE, in consideration of the aforesaid premises, the provisions
contained herein, the sum of Ten Dollars ($10.00) in hand paid to the other party by each of the
parties hereto and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Developer and the City do hereby agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are incorporated
herein by this reference as material provisions of this Agreement.
2. DEMOLITION OF EXISTING STRUCTURES. The City represents and
warrants to Developer that, to the best of the actual knowledge of the City Manager of the City,
all vertical structures and the underground septic system located on the Property have been
demolished and removed from the Property, and in the event that such structures or systems have
not been demolished and removed from the Property as of the date of this Agreement, then the
City shall cause same to be demolished and removed at its sole cost and expense and shall,to the
extent permitted by law, defend and indemnify Developer from any liability for such demolition
1
5. PERMITTING AND APPROVAL OF BUILDING. Developer, at Developer's
sole cost and expense, shall design the Building and obtain all required governmental approvals
and permits for the construction of same. The City, as the owner of the Property, agrees to
cooperate with Developer's efforts to design and permit the Building for construction; however,
nothing herein shall be deemed to include an obligation on the part of the City, as a
governmental, regulatory agency, to waive any requirements of the City of Ocoee with respect to
construction of commercial buildings within the City of Ocoee.
6. COMPLETION OF CONSTRUCTION. Following commencement of
construction of the Building, Developer shall diligently pursue such construction at a
commercially reasonable pace and shall complete the Building no later than ( )
months thereafter (the "Outside Completion Date"), subject to delays caused by force majeure.
Developer agrees to obtain adequate insurance in foams and amounts reasonably acceptable to
the City in connection with Developer's construction of the Building and name the City as an
additional insured. In the event that Developer does not have tenants lined up for the Building at
the time of construction, then Developer shall not be required to complete the interior
improvements (including without limitation demising walls) until such time as individual spaces
within the Building are leased, and then such tenant improvements shall be completed in
accordance with said leases by the appropriate party. Otherwise, completion shall be deemed
accomplished once the Building shell is completed, all common areas are completed, all
landscaping and parking areas are completed, and all utilities are available for immediate hook
up by such tenants. The Building shall be constructed using licensed contractors and in a
workmanlike manner. Developer agrees to construct the Building and related improvements at
its own cost and expense (subject to any agreements per leases for a tenant to complete tenant
improvements at their own cost and expense).
7. COVEYANCY OF THE PROPERTY. Upon completion of construction of the
Building, the City agrees to execute and deliver the Deed and Bill of Sale to Developer in
exchange for the sum of One Hundred Dollars ($100.00). Upon receipt of the Deed, Developer,
at Developer's expense, may proceed to record the Deed in the Public Records of Orange
County, Florida. Developer shall obtain title insurance for the Property at its own cost and
expense. In addition, Developer shall be responsible for the payment of all documentary stamp
taxes payable in connection with the conveyance.
8. REMEDIES IF CONDITIONS NOT SATISFIED. In the event Developer has
not completed construction of the Building by the Outside Completion Date, -the City may
terminate this Agreement by written notice to Developer and with such termination Developer
shall have no further rights to the Property, shall immediately vacate the Property, the City shall
take possession of all improvements located on the Property, Developer shall execute and deliver
to City a bill of sale for such improvements, Developer shall assign to the City all plans, permits
and entitlements owned by Developer relating to the Building and the Property, and the parties
shall have no further obligations hereunder except for those that survive termination. In the
event of a breach of any of the covenants or agreements set forth in this Agreement, the parties
shall be entitled to any and all remedies available at law or in equity, including, but not limited
to, the equitable remedies of specific performance or mandatory or prohibitory injunction issued
3
understanding between the parties hereto relating to the subject matter hereof and may not be
amended, waived or discharged, except by an instrument in writing executed by the City and
Developer (or their respective successors and assigns). No prior oral or written agreement shall
have any force or effect whatsoever unless contained within this Agreement.
12. MISCELLANEOUS. The headings as used herein are for reference only and
shall not be deemed to vary the content of this Agreement or the covenants, agreements,
representations, and warrantees as set forth herein, or limit the provisions or scope of any section
herein nor shall headings be used in interpreting all or any portion of this Agreement.
3. INDEMNITY. Developer does hereby release, indemnify and promise to
defend and save harmless the City from and against any and all liability, loss, damage expense,
actions, and claims, including reasonable attorney fees', paralegals' fees and costs incurred by
the City in defense thereof, asserted or arising directly or indirectly on account of the acts or
omissions of Developer, as the indemnifying party, and its servants, agents, licensees, invitees,
employees, and contractors which arise from Developer's construction activities on the Property.
4. ASSIGNMENT. This Agreement may not be assigned by either party
without the prior consent of the other party.
5. WAIVER. No failure of any party to exercise any power given hereunder or
to insist upon strict compliance with any obligation specified herein, and no custom or practice at
variance with the terms hereof, shall constitute a waiver of that parry's right to demand strict
and exact compliance with the terms hereof. Nothing herein is intended to be, nor shall be
deemed, an implied waiver of any legal right a party may have, and a waiver of legal rights, if
any, may only be effective pursuant to an express written provision of this Agreement. Further,
any such express waiver shall be limited by, and strictly construed in accordance with, the terms
of the provision(s) containing the waiver.
11. SEVERABILITY. If any provision, or a portion thereof, of this Agreement, or
the application thereof to any person or circumstances shall, to any extent, be held invalid,
inoperative or unenforceable, the remainder of this Agreement or the application of such
provision, or portion thereof,to any persons or circumstances shall not be affected thereby and
the remainder of this Agreement shall be given effect as if such invalid, inoperative or
unenforceable portion has not been included; such invalid, inoperative or unenforceable
provision, or portion thereof, or the application thereof to any person or circumstances, shall
not be given effect.
15. NON-WAIVER OF SOVEREIGN IMMUNITY. The City expressly
retains all rights, benefits and immunities of sovereign immunity in accordance with Section
768.28, Florida Statutes. Notwithstanding anything set forth in this Agreement to the contrary,
nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the
City beyond any statutory limited waiver of immunity or limits of liability which may have
been adopted by the Florida Legislature or may be adopted by the Florida Legislature and the
cap on the amount and liability of the City for damages, regardless of the number or nature of
claims in tort, equity or contract, shall not exceed the dollar amount set by the legislature for
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WITNESSES: Developer:
, a
By:
Print Name Print Name:
As its:
Print Name
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization this day of , 2020, by
as of
, a , on behalf of said company,
who is personally known to me or has produced as
identification.
NOTARY SEAL:
Notary Public Signature
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EXHIBIT "A"
Legal Description of the Property
LOTS 24, 25, AND 26 AND THE EAST 15 FEET OF LOT 22, BLOCK 3, AND THAT
PORTION OF THE VACATED 12 FOOT ALLEY LYING EAST OF LOT 22, BLOCK 3 AND •
LYING WEST OF LOTS 24, 25, AND 26 BLOCK 3, MAP OF OCOEE, ACCORDING TO
THE PLAT THEREOF, RECORDED IN PLAT BOOK A, PAGE 100, OF THE PUBLIC
RECORDS OF ORANGE COUNTY, FLORIDA.
LESS AND EXCEPT THE NORTHERLY 3.0 FEET OF LOT 24, BLOCK 3 OF MAP OF
OCOEE, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK A,
PAGE 100, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.
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EXHIBIT "C"
FORM OF DEED
THIS INSTRUMENT PREPARED BY:
AFTER RECORDING RETURN TO:
Document Prepared by and Return to
Dana Crosby-Collier
Shuffield, Lowman& Wilson, P.A.
1000 Legion Place, Suite 1700
Orlando, Florida 32801
Property Appraisers Parcel ID#
17-22-28-6144-02-202
For Recordin' Pur oses Onl
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made this day of , 2019, by
the CITY OF OCOEE, a municipal corporation established under the laws of the state of
Florida, whose address is 150 North Lakeshore Drive, Ocoee, Florida 34761 (hereinafter called
the "Grantor"), in favor of , a
whose address is ("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:
That the Grantor, for and in consideration of the sum of $10.00 and other valuable
considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens,
remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Orange
County, Florida, viz:
Lots 24, 25, and 26 and the East 15 feet of Lot 22, Block 3, and that portion of the
vacated 12 foot alley lying East of Lot 22, Block 3 and lying West of Lots 24, 25, and 26
Block 3,Map of Ocoee, according to the plat thereof, recorded in Plat Book A, Page 100, of
the Public Records of Orange County, Florida.
LESS AND EXCEPT The Northerly 3.0 feet of Lot 24, Block 3 of Map of Ocoee,
according to the Plat thereof as recorded in Plat Book A,Page 100, of the Public Records of
Orange County,Florida (the "Property").
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IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed in its
name the day and year first above written.
GRANTOR:
Signed, Sealed and Delivered
in our Presence: CITY OF OCOEE, a Florida municipal
corporation
By:
Print Name: RUSTY JOHNSON
Witness Mayor
Print Name:
Witness Attest:
MELANIE SIBBITT
City Clerk
By:
City Attorney
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA; APPROVED BY THE CITY
APPROVED AS TO FORM AND COMMISSION AT A MEETING HELD
LEGALITY this _ day of , ON , 2020 UNDER
2020. AGENDA ITEM NO.
SHUFFIELD LOWMAN & WILSON,
P.A.
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 RUSTY JOHNSON
and MELANIE SIBBITT well known to me to be the Mayor and City Clerk, respectively, of the
CITY OF OCOEE, a Florida municipal corporation, and that they severally acknowledged
executing the same in the presence of two subscribing witnesses freely and voluntarily under
authority duly vested in them by said municipality.
Signature of Notary Public
(Seal)
Type, Print or Stamp Name of
Notary Public
Personally Known OR Produced Identification
Type of Identification Produced:
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•
EXIIIBIT "E"
ADJACENT PROPERTIES
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