HomeMy WebLinkAboutItem 13 Approval of Land Agreement to Sell City-Owned Property
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: October 15, 2024
Item #: 13
Contact Name: Michael Rumer Department Director: Michael Rumer
Contact Number: Ext. 1018 City Manager: Craig Shadrix
Subject: Approval of Land Agreement to Sell City-Owned Property. (Assistant City Manager
Rumer)
Background Summary: On July 16, 2024, the City Commission unanimously authorized staff to proceed
with a contract for the sale of City-owned property identified as 1 Taylor St. Per this authorization, attached for
your approval is a Land Agreement that facilitates the transfer of city-owned land and the transfer of land
owned by the Thomas Milton West Trust. A portion of this property is needed for right-of-way improvements to
the W. Oakland Avenue construction project. In lieu of negotiating a "Public" taking with the City's Eminent
Domain Attorney, the Thomas Milton West Trust is willing to deed the entire property as part of the proposed
transaction. While under City ownership, the property was rezoned from I-1 Light Industrial to C-2
Commercial. This will ensure the property is permitted to develop as a restaurant, retail or other commercial
use appropriate in a downtown. The Land Agreement provides for the following:
1) The Thomas Milton West Trust agrees to deed the City the entirety of 200 W Oakland Avenue (0.14 acres,
parcel ID #17-22-28-6144-01-081).
2) The Thomas Milton West Trust agrees to pay the City $25,000.00.
3) The City of Ocoee agrees to deed Thomas Milton West Trust the entirety of 1 Taylor Street (0.21 acres,
parcel ID #18-22-28-0000-00-049).
4) The City agrees to transfer ownership of the following surplus equipment listed below to Thomas Milton
West Trust:
City ID # Year Make Model Serial/VIN # Miles/Hours Accessories
#105 2006 Ford F-250 1FTNF20576ED27115 65,067 Utility Body
#181 2006 Ford F-450 1FDXF47PX7EA36620
554,085 Dump Body
#717 2005 John
Deere
Gator W04X2SD008728 939
#988 2012 Vermeer BC1500 1VR2161V9C1002878 2,215
5) The Thomas Milton West Trust agrees to provide a perpetual public parking easement over the property for
Page 110 of 122
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
any future development of the site.
6) The Thomas Milton Trust will be responsible for paying all costs for the future connection to the sewer
system on W. Oakland Avenue.
City staff is in discussions with the purchaser for a restaurant use that will compliment the downtown and
provide public surface parking after hours.
Issue:
Should the Honorable Mayor and City Commissioners approve a Land Agreement to Sell City-Owned
Property?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve a Land Agreement to Sell City-
Owned Property.
Attachments:
1. Land Exchange Agreement
2. Boundary Survey
3. Advertisement
Financial Impacts:
City to receive $25,000.00 in General Fund proceeds.
Type of Item: Public Hearing
Page 111 of 122
Land Exchange Agreement
LAND EXCHANGE AGREEMENT
THIS LAND EXCHANGE AGREEMENT (the “Agreement”) is made and entered this ___ day
of _____________, 2024 (“Effective Date”) by and between CITY OF OCOEE, a Florida municipal
corporation (“City”), and THOMAS MILTON WEST, as Trustee of the Thomas Milton West Trust dated
December 5, 2013, as amended (“Trust”). City and Trust are sometimes referred to herein as a “Party” or,
collectively as the “Parties.”
For and in consideration of Ten Dollars ($10.00), the agreements made herein, and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1. Current City Property. City hereby agrees to convey, and Trust hereby agrees to accept,
upon and subject to the terms and conditions herein set forth, AS-IS, the following property:
A. That certain real property owned by City having an address of 1 Taylor
Street, Ocoee, Florida 34761 with Orange County tax parcel identification number 18-22-28-0000-00049
consisting of approximately 0.21 acres and all improvements, buildings and appurtenances thereon as more
particularly described on Exhibit “A” attached to and incorporated into this Agreement by reference (“City
Property”).
2. Current Trust Property. Trust hereby agrees to convey, and City hereby agrees to accept,
upon and subject to the terms and conditions herein set forth, AS-IS, the following property:
A. That certain real property owned by the Trust having an address at 200 W
Oakland Ave, Ocoee, Florida 34761 with tax parcel identification number 17-22-28-6144-01-081
consisting of approximately 0.112 acres and all improvements, buildings and appurtenances thereon as
more particularly described on Exhibit “B” attached to and incorporated into this Agreement by reference
(“Trust Property”).
3. Consideration.
A. In exchange for Trust conveying the Trust Property to City, City will convey
the City Property to Trust plus the equipment listed below which personal property will be conveyed “as-
is, where-is” without representation or warranty of any kind (collectively, the “Trust Consideration”):
B. In exchange for the City conveying the City Property to Trust, Trust will, in
addition to conveying the Trust Property to City, pay City at Closing an additional sum of Twenty-Five
Thousand Dollars ($25,000.00)(collectively, the “City Consideration”). Additionally, upon
City ID # Year Make Model VIN/Serial # Miles/Hours Accessories
#105 2006 Ford F-250 1FTNF20576ED27115 65,067 Utility Body
#181 2006 Ford F-450 1FDXF47PX7EA36620 554,085 Dump Body
#717 2005 John Deere Gator W04X2SD008728 939
#988 2012 Vermeer BC1500 1VR2161V9C1002878 2,215
Page 112 of 122
Land Exchange Agreement
development of the City Property by Trust, its successor or assigns, any parking lot created will be open
for use by the public during non-business hours of the applicable user without additional fees or cost to
City or the public. This covenant and restriction will be contained in the deed of the City Property from
City to Trust.
4. Title to Property. Within fifteen (15) days after the Effective Date, City, at its expense
shall order and obtain ALTA Form B (Florida) title insurance commitments for title insurance for the City
Property and Trust Property (“Title Commitment” and together, the “Title Commitments”), to be issued
by Fishback Dominick as the Closing Agent and Title Agent. The Title Agent will cause copies of the
Title Commitment, all documents of record which are listed as exceptions in the Title Commitment and
the Survey, if applicable (collectively, the “Title Materials”) to be delivered to the Parties. The Parties
shall deliver to the other Party any objections to the Title Materials (the “Title Objections”) within fifteen
(15) days of receipt. Upon receipt of notice of any Title Objections, the non-objecting Party shall have
fifteen (15) days after receipt of such Title Objections to satisfy or elect to cure or not cure such Title
Objections. If the non-objecting Party fails or declines to satisfy the Title Objections within such 15-day
period, then the objecting Party, at its option, which option shall be exercised within fifteen (15) days, may
terminate this Agreement. All title matters and exceptions set forth in the Title Commitment which are
not Title Objections, or which are thereafter deemed to be accepted or waived in writing by the Parties,
are hereafter referred to as the “Permitted Exceptions.”
The City Property and the Trust Property shall be conveyed via general warranty deed, and shall be free and
clear of all liens, easements, restrictions, and encumbrances except taxes and special assessments, if any, for
the year of closing and subsequent years, and the Permitted Exceptions. Owners’ policies of title insurance
pursuant to the Title Commitments shall be issued at Closing. The title insurance policies will be issued at a
value to be agreed upon by the Parties.
5. Conditions Precedent to Closing. City and Trust will each have thirty (30) days (the
“Inspection Period”) to inspect the applicable Properties and through their agents, consultants,
employees and engineers, enter into and upon the Properties for the purpose of making such surveys,
maps, drawings and the collection of engineering data the Parties may, in their sole discretion require
during the period of this Agreement. If any material damage is done to either Property by activities of a
Party, the Party causing such damage shall return the applicable Property to the same or similar condition
as it was prior to the Effective Date. Prior to the expiration of the Inspection Period, either Party may
elect to terminate this Agreement for any reason, or no reason, by providing written notice to the other
Party. In the event neither Party timely terminates this Agreement prior to the expiration of the Inspection
Period, this Agreement will no longer be terminable and the Parties will proceed to Closing.
6. Closing Costs:
a. Trust shall pay the recording fees and documentary stamp taxes on the deeds and
other documents to be recorded to effectuate the Closing.
b. Trust shall pay the premium for the Owner’s policy of title insurance for the Trust
Property and the City Property at the agreed upon value.
c. City and the Trust are each to bear their own due diligence costs.
Page 113 of 122
Land Exchange Agreement
d. City and the Trust are each to bear their own attorneys’ fees and costs.
7. Closing. The sale, purchase and exchange of the City Property and the Trust Property shall
be consummated simultaneously at a closing (the “Closing”) to be held at the offices of Fishback
Dominick and may be closed as a “mail away” by either Party. The Closing shall occur on or before fifteen
(15) days after the expiration of the Inspection Period (the “Closing Date”). Real estate taxes and
assessments will be prorated as of the date of Closing with each Party responsible for the time in which it
owned its Property.
8. Commissions. The Parties warrant and represent to each other that they have not employed
or dealt with any real estate agent or broker relative to the sale and purchase of the properties Each Party
hereby agrees to indemnify and hold harmless, to the extent allowed by law, the other from and against any
liability (including costs and reasonable attorneys’ fees) incurred in the defense thereof to any agents or
brokers with whom such Party may have dealt.
9. Representations and Warranties and Covenants.
a. City and Trust each warrant to the other that there are no facts known materially
affecting the value of the City Property and Trust Property which are not readily observable or which have
not been disclosed, including but not limited to petroleum, hazardous waste and other environmental
contamination.
b. City and Trust each warrant to the other that City and Trust are in sole constructive
or actual possession of the City Property and Trust Property, respectively, and no other person or entity
has any right to possession, or asserts any claim of title or other interests in it.
c. To the best of City and Trust’s knowledge, there are no assessments that are now
liens on the City Property or the Trust Property, or other liens not shown in the public records. To the best
of City and the Trust’s knowledge, there are no judgments, claims, disputes, demands or other matters
pending against City or Trust that could attach to the City Property and the Trust Property, or affect title
or any part thereof, or does or could prohibit or make unlawful the consummation of this transaction, or
render the City and the Trust unable to consummate this transaction.
d. City and Trust each warrant to the other that there have been no improvements
made upon the City Property and the Trust Property within the past ninety (90) days for which there remain
any outstanding and unpaid bills for labor, materials or supplies for which a lien or liens might be claimed
by anyone.
e. It is a closing condition that to the best of City and Trust’s knowledge, the
representations and warranties contained in this Agreement will be true on and as of the Closing Date with
the same effect as though those representations and warranties have been made on and as of that date. The
Parties shall execute affidavits at closing agreeing that the representations and warranties herein are true
on and as of the Closing Date and that such warranties survive the Closing Date.
10. Default. If the Parties fail to perform any of the covenants of this Agreement, the non-
defaulting Party shall (i) have the right to terminate this Agreement; or (ii) seek specific performance of
this Agreement. An action for specific performance must be brought within one (1) year of the date of
Page 114 of 122
Land Exchange Agreement
the first known default of this by the defaulting Party The prevailing Party in any lawsuit filed concerning
the breach of this Agreement shall be entitled to reimbursement of reasonable attorneys’ fees and
reasonable litigation costs incurred in such lawsuit against the non-prevailing Party.
11. Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida, and venue shall be proper in Orange County, Florida.
12. Miscellaneous. This Agreement contains the sole and entire understanding between the
Parties and with respect to the transactions contemplated by this Agreement, and all promises, inducements,
offers, solicitations, agreements, representations and warranties heretofore made between the Parties are
merged into this Agreement. This Agreement shall not be modified or amended in any respect unless by a
written Agreement executed by or on behalf of the Parties to this Agreement in the same manner as this
Agreement is executed. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which, collectively, shall be one and the same instrument. In addition, this
Agreement may be transmitted between the Parties via facsimile or electronic transmission, and signatures
transmitted by facsimile or electronic transmission shall be deemed originals and shall be binding upon the
Parties.
13. Attorneys’ Fees. In the event of any litigation arising out of this Agreement, the Party
prevailing in obtaining the relief sought, in addition to all other sums that it may be entitled to recover, shall
be entitled to recover from the other Party its reasonable attorneys’ fees and reasonable litigation costs
incurred as a result of litigation.
14. Notice. All notices shall be in writing and shall be deemed to have been duly given at the
time and on the date when personally delivered, transmitted via facsimile transmission or electronic
transmission, or upon being deposited with a nationally recognized commercial courier for next day delivery,
to the addresses below. Rejection or other refusal to accept or inability to deliver because of changed address
of which no notice was given shall be deemed to be in receipt of such communication. By giving prior
notice to all other Parties, any Party may designate a different address for receiving notices.
If to City: City of Ocoee
Attention: Craig Shadrix, City Manager
1 N. Bluford Avenue
Ocoee, Florida 34761
Email: cshadrix@ocoee.org
With a copy to: Fishback Dominick, LLP
Attn: Richard S. Geller, City Attorney
1947 Lee Road
Winter Park, FL 32789
Telephone: 407-581-9800
Email: rgeller@fishbacklaw.com
Telephone: 407-262-8400
Page 115 of 122
Land Exchange Agreement
If to Trust: ____________________________________
Attn:________________________________
____________________________________
____________________________________
Telephone:
Facsimile:
E-mail:
With a copy to: ____________________________________
Attn:________________________________
____________________________________
____________________________________
Telephone:
Facsimile:
E-mail:
15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and
all understandings and agreements concerning the Property heretofore held between these Parties are merged
herein. The provisions in this Agreement shall inure to the benefit to and shall be binding upon the Parties
and their respective heirs, successors and assigns and the legal representatives of their estates, as the case
may apply. This Agreement may not be changed orally, but only by an agreement in writing signed by the
Buyer and the Seller.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Page 116 of 122
Land Exchange Agreement
IN WITNESS WHEREOF, the Parties have executed and sealed this Land Exchange Agreement, to
be effective as of the Effective Date.
CITY:
CITY OF OCOEE, a Florida municipal corporation
__________________________________________
Rusty Johnson, Mayor
Attest: ________________________
Melanie Sibbitt, City Clerk
CITY ATTORNEY:
___________________________
Richard S. Geller, Fishback Dominick LLP
TRUST:
_____________________________________________
THOMAS MILTON WEST, as Trustee of the Thomas
Milton West Trust dated December 5, 2013, as amended
Page 117 of 122
Land Exchange Agreement
Exhibit “A”
(“City Property”)
BEGIN AT THE NORTHEAST CORNER OF THE SW1/4 OF THE SE1/4 OF SECTION 18, TOWNSHIP
22 SOUTH, RANGE 28 EAST, THENCE WEST TO THE EASTERLY RIGHT OF WAY LINE OF
TAYLOR STREET; THENCE SOUTHEASTERLY ALONG SAID RIGHT OF WAY TO A POINT SOUTH
OF THE POINT OF BEGINNING; THENCE NORTH TO THE POINT OF BEGINNING.
LESS AND EXCEPT ANY PORTION OF THE ABOVE DESCRIBED PARCEL LYING WITHIN THE
RAILROAD RIGHT-OF-WAY AND/OR RAILROAD BED.
ALSO LESS ANY PORTION LYING WITHIN KISSIMMEE AVENUE.
Page 118 of 122
Land Exchange Agreement
Exhibit “B”
(“Trust Property”)
THAT PART OF LOTS 7, 8 AND 9, BLOCK 1, MAP OF OCOEE, ACCORDING THE TO THE PLAT
THEREOF AS RECORDED IN PLAT BOOK A, PAGE 100, PUBLIC RECORDS OF ORANGE
COUNTY, FLORIDA, LYING EASTERLY OF TAYLOR STREET, SIMS SUBDIVISION, ACCORDING
TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK F, PAGE 126, PUBLIC RECORDS OF
ORANGE COUNTY, FLORIDA AND NORTHWESTERLY OF CSX RAILROAD RIGHT OF WAY,
BEING DESCRIBED AS FOLLOWS:
BEGIN AT THE EASTERLY RIGHT-OF-WAY OF SAID TAYLOR STREET AND THE NORTH LINE OF
SAID LOT 7, BLOCK 1; THENCE RUN S89.26'44"E ALONG THE NORTH LINE OF SAID LOTS 7, 8
AND 9, BLOCK 1, 127. 77
FEET TO THE NORTHWESTERLY RIGHT OF WAY LINE OF CSX RAILROAD RIGHT-OF-WAY,
BEING A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST; THENCE RUN
SOUTHWESTERLY ALONG SAID CURVE HAVING A CENTRAL ANGLE OF 15·55'13", A RADIUS
OF 387.43 FEET, AN ARC LENGTH OF 107.65 FEET, A CHORD BEARING OF S48.08'15"W AND A
CHORD DISTANCE OF 107.31 FEET, TO THE AFORESAID EASTERLY RIGHT-OF-WAY LINE OF
TAYLOR STREET; THENCE RUN N33"17'54"W ALONG SAID EASTERLY RIGHT-OF-WAY LINE,
87.16 FEET TO THE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 0.112 ACRES MORE OR LESS.
Page 119 of 122
Page 120 of 122
Page 121 of 122
FIRST INSERTIONNOTICE OF INTENT TO
SELL PROPERTY OWNED BY
THE CITY OF OCOEE
Notice is hereby given that the City of Ocoee, Florida, will consider an offer for the
exchange of real property owned by the City and valued at $100,000 in exchange for
$25,000 and the property described below:
Property owned by the City of Ocoee to be conveyed:
Parcel No. 18-22-28-0000-00-049
.209 Acres Located at 1 Taylor Street, at the NE Corner of W. Mckey Street and
Taylor Street
Property to be conveyed to the City of Ocoee:
Parcel No. 17-22-28-6144-01-081
.143 Acres Located at 200 W. Oakland Ave, at the SE Corner of W. Oakland Ave
and Taylor Street
A public hearing will be held at the Tuesday, October 15, 2024, meeting of the City
Commission of the City of Ocoee beginning at 6:15 P.M. or soon thereafter in the
City Hall Commission Chambers located at 1 North Bluford Ave, Ocoee, FL 34761.
All interested parties are invited to be heard during the public hearing portion of the
meeting. City Hall is open to the public.
Melanie Sibbitt, City Clerk
October 3, 2024 24-03185W
Page 122 of 122