HomeMy WebLinkAboutItem 05 Approval of First Amendment to the 15 S. Kissimmee Street and 214 W. McKey Street Contract
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: May 21, 2024
Item #: 5
Contact Name: Michael Rumer Department Director: Michael Rumer
Contact Number: Ext. 1018 City Manager: Robert Frank
Subject: Approval of First Amendment to the 15 S. Kissimmee Street and 214 W. McKey Street
Contract. (Development Services Director Rumer)
Background Summary:
On December 5, 2023, the Honorable Mayor and City Commission approved an addendum to the Contract for
Sale and Purchase from 2BPLATINUM, LP for two (2) city-owned parcels identified as 15 S. Kissimmee Ave.
and 214 W. McKey Street. The approved addendum provided for the following:
1) The City will sell the entire property minus the area for the ROW dedication.
2) The area of land where the proposed city stormwater pond was to be located will contain a drainage
easement with a specified pond volume to handle the Kissimmee Road project.
3) The purchase price will be reduced by $84,046.83. This is the amount estimated for the City to construct the
pond. The new purchase price with the reduction is $215,953.17.
4) City sewer service would be located to the property within eight (8) months after closing.
Following the approval of the aforesaid addendum to the contract, the Purchaser (2BPLATINUM) purchased
three (3) parcels adjacent to 15 S. Kissimmee Street and 214 W. McKey St. (parcels under contract) on the
south side. Upon review of the additional parcels and revised conceptual site plan, the Purchaser determined
that a 4-inch force main provides the required capacity to serve the three (3) above-referenced parcels. The
Purchaser also provided the location of their proposed private lift station for the sewer connection point. It is
agreed upon by the "Seller" (the City) to have the Seller extend a 4-inch force main currently under
construction for the Floral Sewer extension project under Floral Street and Kissimmee Ave. to the southwest
corner of Floral St and S. Kissimmee Avenue right-of-way, thereby providing a sewer stub out to the property
identified by Orange County Property Appraiser Parcel 10 #18-22-28-7224-02080. Therefore, the requirement
to close in condition #4 above is being amended:
4. The seller will extend a 4-inch force main under Floral Street and Kissimmee Ave to the southwest corner of
Floral St. and S. Kissimmee intersection right-of-way, and provide a sewer connection point to the property
identified by Orange County Property Appraiser Parcel 10 #18- 22- 28-7 2 2 4- 02080. Should a larger
diameter force main be required, the Purchaser shall at its sole cost design and construct a new force main
and carrier pipe for the larger force
main.
Also, the Purchaser agreed to the following: The Closing of this transaction will occur on or before the later of
thirty (30) days following the date of this First Amendment.
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
Issue:
Should the Honorable Mayor and City Commissioners approve a First Amendment to the contract for sale of
City-owned land with 2BPLATINUM, LP located at 15 S. Kissimmee Ave and 214 W. McKey Street?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve a First Amendment to the contract
for sale of City-owned land located at 15 S. Kissimmee Ave and 214 W. McKey Street.
Attachments:
1. Commercial Contract First Amendment- 2BPLATINUM 5-15-24
Financial Impacts:
Sale of Land in amount of $215,953.17
Type of Item: Consent
First Amendment to Purchase Agt - Page 1
FIRST AMENDMENT TO
COMMERCIAL CONTRACT
This First Amendment to Commercial Contract (this “First Amendment”) is made as of the __
day of ___________, 202__, by and between the City of Ocoee, Florida (the “Seller”), and
2BPLATINUM, LP (the “Buyer”). The Seller and the Buyer may be referred to in this Agreement
individually as a “Party” or collectively as the “Parties.”
Background Facts:
A. The Parties entered into that certain Commercial Contract dated June 21, 2022 (the
“Contract”), which provides for the purchase and sale of property described in the Contract.
B. The Parties desire to amend the Contract. The Contract, as amended by this First
Amendment, will be collectively referred to as the “Contract.”
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and promises made in this
Contract and for other good and valuable considerations, the Parties agree as follows:
1. Capitalized terms used but not defined in this Amendment will have the definitions set
forth in the Contract.
2. Section 2 of the Contract is revised to reduce the Purchase Price to $215,953.17.
3. Section 2 of Addendum A to Commercial Contract-Additional Terms is hereby revised as
follows:
a. Seller will no longer retain the Retention Pond which will be conveyed to Buyer. Seller
will retain a portion of the Property to be utilized for right-of-way for Kissimmee Avenue
as more particularly described on Exhibit “A” attached to and incorporated into this First
Amendment (the “ROW Parcel”). All references to Seller Retained Land will now refer
to the ROW Parcel. Seller will no longer provide the Seller’s Survey as set forth in
Section 2 of the Addendum.
b. Buyer, at Buyer’s sole cost and expense, shall design and construct the Retention Pond.
The Retention Pond will be designed to accept stormwater from the City’s right-of-way.
All plans and specifications for the Retention Pond will be subject to the approval of
Seller.
c. At Closing, Buyer shall grant Seller a drainage easement (the “Drainage Easement”)
which will grant Seller the permanent right to drain into the Retention Pond as designed.
The Drainage Easement will be prepared by Seller’s counsel and will be subject to the
reasonable approval of Buyer. It will include provisions that require Buyer to construct
the Retention Pond and grant Seller remedies in the event Buyer fails to construct the
Retention Pond, including, without limitation, the ability to construct a temporary pond if
Buyer has not constructed the Retention Pond when drainage is needed by City for its
right-of-way construction.
First Amendment to Purchase Agt - Page 2
d. Seller will extend a 4-inch force main under Floral Street and Kissimmee Ave and
provide a sewer stub out to the property identified by Orange County Property Appraiser
Parcel ID#18-22-28-7224-02080.
4. Section 3 of Addendum A to Commercial Contract-Additional Terms is hereby deleted
and replaced with the following:
Closing. The Closing of this transaction will occur on or before the later of thirty (30) days
following the date of this First Amendment.
5. Section 5(e) of Addendum A is hereby deleted and replaced with the following:
e. Repurchase Right. In the event Buyer does not obtain and pay for all site and building
permits necessary to contract Buyer’s mixed us project on or before eighteen (18) months
following Closing, subject to events of force majeure (the "Outside Completion Date"), Seller
shall have the right to re-purchase the Property (including any and all improvements located
thereon). The purchase price for the reconveyance shall be equal to the Purchase Price under the
Agreement. The Seller will have the continuing right to re-purchase the Property by delivering
written notice to Buyer until such time as all permits have been obtained. Upon delivery of a
repurchase notice, the closing on the reconveyance shall be on or before sixty (60) days following
Seller's election notice. Buyer shall be responsible for all closing costs relating to the
reconveyance, other than Seller's attorney fees, the conveyance shall be by special warranty deed
and the conveyance shall be free and clear of all liens and encumbrances not applicable to the
Property as of date of Closing.
The foregoing restrictions and obligations shall survive Closing , run with the land and be
incorporated into the deed of conveyance of the special warranty deed from Seller to Buyer.
6. Except as modified by this Amendment, the Parties ratify the terms of the Contract. This
First Amendment may be executed in any number of counterparts, each of which shall be deemed to be an
original and all of which shall, together, constitute one and the same instrument. This First Amendment,
signed and transmitted by facsimile or electronic mail, shall be deemed to be and shall be treated as an
original document for all purposes, and shall be considered to have the same binding legal effect as an
original signature on an original document. This First Amendment shall take effect upon execution and
delivery by both Parties.
[SIGNATURES ON FOLLOWING PAGE]
First Amendment to Purchase Agt - Page 3
IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Contract
to be executed in their name as of the day and year written below.
SELLER:
CITY OF OCOEE, FLORIDA
By:
Rusty Johnson, Mayor
Attest:
Melanie Sibbitt, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE, FLORIDA. Approved as to
form and legality this ______ day of
____________________, __________.
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
______ DAY OF _______________________,
____________, UNDER AGENDA ITEM NO.
_______________________.
FISHBACK DOMINICK, LLP
By:
City Attorney
BUYER:
2BPLATINUM, LP
By:
Print Name/Title:
First Amendment to Purchase Agt - Page 4
EXHIBIT “A”
First Amendment to Purchase Agt - Page 5
First Amendment to Purchase Agt - Page 6