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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 • 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 During February, the City Commission officially rescinded its consideration of city-owned property located at 2 North Bluford for an unsolicited bed and breakfast proposal.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. 1 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: • 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 2 1 1 • 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. • 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 I ,a # G® REAL ESTATE CB / INVESTMENT AND DEVELOPMENT • 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. • 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 } A Rill -a 41 . -14,11171 s.q " di Aril .� WA) 1 I, 44 0 : = 1 2 ) k 1 Fib. I ..—.. yiCO t {,.,. r- C 7 n A13 $R, O ri n o o D II g. �r , ,� ' .1 { +' - ..._.. iv, ri ,..: / : --r- - .. \ "8". 1 .,,g1' Ilir / * Ago ' ,i 4 O . — IF r. 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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 5 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 7 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. 9 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"). 11 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: 13 • EXIIIBIT "E" ADJACENT PROPERTIES 15