VI (E) Discussion/ Action Story Road/ Kissimme Avenue/Marshall Farms Road/Maguire Road Intersection Improvement Project: Adam Purchase Agreement, Parcel #113 ALIvIDA 3-4-97
FOLEY & LARDNER Ttem VT�°
ATTORNEYS Al LAW
CHICAGO POST OFFICE BOX 2193 SAN DIEGO
JACKSONVII LE ORLANDO. FLORIDA 32802 2193 SAN FRANCISCO
LOS ANGELES 111 NORTH ORANGE AVENUE,SMITE 1800 IALLAHASSEE
MADISON ORLANDO, FLORIDA 12801 2386 TAMPA
MILWAUKEE TELEPHONE(407)423.7656 VVASHINCATON D.C.
SACRAMENTO FACSIMILE (4071648.1793 WEST PALM BEACH
WRITER'S DIRECT LINE
MEMORANDUM
TO: The Honorable Mayor and City Commissioners of
the City of Ocoee ,,/I�—►�
FROM: Mary A. Doty, Assistant City Attorney/MI)
THRU: Paul E. Rosenthal, City Attorney
DATE: February 27 , 1997
RE: Story Road/Kissimmee Ave. and Marshall Farms Road/Maguire
Road Intersection Improvement Project: Adam Purchase
Agreement, Parcel 113
Parcel 113 is the last piece of property needed by the City to
complete the Story Road/Kissimmee Avenue and Marshall Farms
Road/Maguire Road Intersection Improvement Project. Parcel 113,
owned by Mr. and Mrs. Alain Adam, is located on the west side of
Maguire Road north of the Sysco Foods property. The parent tract
for Parcel 113 is the site of Adam Manufacturing, Inc. , the
business owned and operated by the Adams. The site is presently
improved with a warehouse building located very close to Maguire
Road. The Adams have alleged throughout negotiations that the
taking of Parcel 113 (ROW strip along Maguire Road) will require
that their building be moved to the west in order to maintain
sufficient access. The Real Estate Consortium has appraised Parcel
113 at $2 . 00 per square foot which results in a value of the part
taken of $2, 178.00. The affect of the taking on access to the
parent tract requires the analysis of a traffic engineer. Given
the likelihood of favorable negotiations with the Adams, The Real
Estate Consortium was instructed to make no determination as to any
damage to the remainder property, sparing the expense of hiring a
traffic engineer.
Simultaneously with this acquisition, the Adams have submitted
site plans to the City for the construction for an additional
building on their property and an additional entrance to the
property from Maguire Road located to the south of the existing
access. The Adams also propose to move the existing access point
to the north. Preliminary approval has been granted by the City.
ESTABLISHED 1812 '75
A FIEDEEP --Yr louiPYLEY7H PEEMBEP.. .LF1 N H DIN. DR.E.E DREYEED. 1..N.E.E1. .y, N.N LE,
Upon receipt of the City's offer of $2 , 178.00, the Adams have
not contested the value of the property to be acquired but have
made a counteroffer which includes the following provisions:
(a) payment of reasonable attorneys' fees up to $850. 00;
(b) payment of $7,000. 00 for the part taken and severance
damages and business damages;
(c) installation by the City, at the City's expense, of an
eight inch water line from the east side of Maguire Road
to the western boundary of the Adams' property;
(d) modification of the City's plans to reflect that the City
will, at its expense, construct driveway approaches to
both access driveways as show on the Adams' site plan;
(e) relocation by the City, at its expense, of the existing
fence to the new property line and the relocation of the
existing sliding gate to one of the new driveway
entrances;
(f) installation by the City, at its expense, of a new
sliding gate at the other new driveway entrance.
The installation of the water line, the new gate, and
relocation of the existing gate and fence, can be done at minimal
expense to the City. The construction of the two driveway
approaches at the new locations can also be done at minimal
expense. The City would have been responsible for the repaving of
the existing driveway approach.
The Real Estate Consortium's appraised value of $2, 178. 00 does
not include any evaluation of potential severance damages to the
Parent Tract or potential business damages to Adam Manufacturing
for any loss in access. It is the opinion of counsel that the
costs of litigation, including the City's liability for the Adams'
attorneys' fees and costs as well as any severance and business
damages awarded due to any diminished access exceed the additional
compensation requested by the Adams for damages and attorneys'
fees.
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Recommendation:
It is respectfully recommended that the Mayor and City
Commissioners approve the attached Purchase Agreement executed by
the Adams for Parcel 113, authorizing execution thereof by the
Mayor and City Clerk, and further authorizing the execution of all
closing documents pursuant to the terms of the Purchase Agreement.
MAD/eam
Enclosure
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PURCHASE AGREEMENT
This Purchase�l Agreement
(the "Agreement") is mauv
s / !.;:_. . .. .
into thi day of R� OiH kdat 1997, by and betwezu Atz.XX
and LUCIE SCRIMS ADAM, his wife, whose mailing address is 1G2flade:
Drive, Longwood, Florida 32750 (hereinafter referred, tc zs the
"Seller") , and the CITY OF OCOEE, a Florida municipal
whose address is 150 North Lakeshore Drive, Ocoee, Fle,vid-x 32761
(hereinafter referred to as "the City") .
WITNESSZT A:
WHEREAS, the Seller is the owner of fee simple title to
certain real property located in Orange County, Florida, as more
particularly described in Exhibit "A" attached hereto and by this
reference made a part hereof (the "Property") ; 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 is constructing the Story Road/Kissimmee
Avenue and Marshall Farms/Maguire Road Intersection Improvement
Project ("the Project") and in connection therewith needs to
acquire from the Seller fee simple title to the Property for a
public roadway; and
WHEREAS, the City has advised Seller that if the City and the
Seller do not enter into an agreement for the purchase and sale of
the Property that the City intends to use its power of eminent
domain to condemn its required interest in the Property; and
WHEREAS, Seller, under threat of condemnation, has agreed to
sell to the City, and the City has agreed to purchase the Property,
together with any and all improvements, structures, fixtures and
appurtenances thereto on the terms and conditions stated below; and
NOW, THEREFORE, in consideration of the promises and other
good and valuable considerations exchanged between the parties
hereto, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Recitals. The above recitals are true and correct and
are incorporated herein by reference.
2 . The Purchase - The ProDerty. 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 Property, together with all tenements, hereditaments,
improvements, structures, fixtures, trees, shrubbery, roads and
easements, appertaining thereto and all of the Seller's right,
title and interest therein. The Seller shall convey to the City
marketable, fee simple title to the Property by special warranty
deed free and clear of all liens, mortgages and encumbrances,
except for restrictions, reservations and easements 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 Property, including without limitation of the
foregoing, all right, title and interest of Seller in and to any
land lying in the bed of any street, alley, road or avenue (befofe
or after vacation thereof, and whether previously abandoned or
vacated or hereafter abandoned or vacated) .
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3. Purchase Price. The Purchase Price for the Property
shall be SEVEN THOUSAND AND NO/100 DOLLARS ($7,000.00) ("the
Purchase Price") . The parties hereto acknowledge and agree that
the Purchase Price: (a) constitutes full compensation to the Seller
for the value of the Property and the resultant damage, if any, to
the remainder of the lands adjacent thereto owned by the Seller;
(b) includes full compensation to the Seller for all trees,
shrubbery and other improvements located on the Property, all of
which will be removed by the City in connection with the Project;
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, with the exception of attorneys'
fees.
4. Attorneys' Fees. The City agrees to pay Seller's
reasonable attorneys' fees incurred in negotiating this Purchase
Agreement in an amount not to exceed EIGHT HUNDRED FIFTY AND
NO/DOLLARS ($850.00) .
5. Closing Costs; Tax Proration. 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 transfer of title to the City of the Property.
Real property taxes in connection with the conveyance of the
Property shall be 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.
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6. Maintenance of Access.
Throughout the Project, the City will maintain for
Seller's benefit access to the adjacent lands owned by the Seller
as of the date hereof as more particularly described in Exhibit 4°B0°
attached hereto and this reference made a part hereof ("the Parent
Tract") ; provided, however, that the Seller acknowledges that there
may be temporary periods during which access to the Parent Tract
may be temporarily rerouted due to construction activities
associated with the Project.
7. Project Design.
(A) The City will construct the Project pursuant to
roadway plans prepared by Professional Engineering Consultants (the
"Roadway Plans") .
(B) Prior to the completion of the Project, the City
will, at the City's expense, install an 8" water line from the east
side of Maguire Road to the western boundary of the new Maguire
Road right-of-way.
(C) The parties agree that the City shall modify the
Roadway Plans to reflect that the City will, at the City's expense,
design and construct the two new driveway approaches to the Parent
Tract as depicted on the Adams' Site Plan, Sheet C-1, dated January
30, 1997, and submitted to the City under Permit No. : 97-020031,
from the edge of pavement on Maguire Road to the new Adam property
line.
(D) The City will move, at its expense, the existing
fence along the Maguire Road right-of-way to the new Adam property
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line. The parties, however, acknowledge that the fence line may
vary from the new property line in order to accommodxstrs
gates to both driveway entrances.
(E) The City will, at its expense, relocate tht, eke n%:inrc
sliding gate to one of the new driveway entrances and install a new
sliding gate at the other new driveway entrance.
(F) The provisions of this Paragraph 7 shall survive the
closing.
8. Closing. Closing of title for the Property ahall take
place at the offices of Foley & Lardner, 111 North Orange Avenue,
Suite 1800, Orlando, Florida at 11:00 a.m. on March 13, 1997. The
City's legal counsel shall be responsible for the preparation of
all closing documents, at the City's expense.
9. Additional Documentation. In connection with the
conveyance of the Property, the Seller shall execute such other
closing documents as may reasonably be required by the City,
including but not limited to a standard form no-lien affidavit, a
non-foreign certification, and a closing statement.
10. Use of Property Prior to Closing. From the date hereof
through the date of acquisition of the Property, the City through
its consultants, contractors and employees, will be and are hereby
authorized to enter upon the Property for the purposes of having
scientific investigation, surveying and the taking of soil borings
in connection with the Project. Any boring holes made by the City
shall be promptly filled and packed to the surrounding earth level
by the City.
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11. Access to Parent Tract During Construction. From the
date of closing through the completion of construction of the
Project, the City through its consultants, contractors and
employees, will be and are hereby authorized to enter upon the
Parent Tract to the extent necessary to remove trees, shrubbery and
other improvements located on the Property and within the limits of
construction of the Project. The City shall be responsible for any
damage to the Parent Tract lying outside of the limits of
construction as shown on the Roadway Plans caused in connection
with the exercise of the rights granted under this paragraph. The
provisions of this paragraph shall survive the closing.
12. 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.
13. 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.
14. 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.
15. Agreement: Amendment. This Agreement constitutes the
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entire agreement between the parties, and supersedes all previous
discussions, understandings and agreements, with respect to the
subject matter hereof. Amendments to and waivers of the provisions
of this Agreement shall be made by the parties only in writing by
formal amendment.
16. Applicable Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Florida.
17. Disclosure of Beneficial Interest. 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 sale of the Property by
Seller to the City under the provisions of this Agreement.
18 . Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their
respective legal representatives, successors, heirs and assigns.
19. Negotiated Price to be Without Preiudice. The purchase
price specified herein was negotiated by the parties on the basis
of a total price for the Property and shall be without prejudice to
any party, and inadmissable in any condemnation proceedings which
might hereinafter be brought if this transaction is not closed for
any reason whatsoever.
20. 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 March 4, 1997, then the Seller's execution
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hereof shall be automatically terminated and the City shall
immediately return to the Seller the executed originals hereof.
21. Effective Date. The Effective Date of this Agreement
shall be the date that it is executed by the City and such dare
shall be inserted on the front page of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executd this
Agreement, to become effective as of the date and year first ebove
written.
Signed, sealed and delivered SELLER:
in itl.A ; e of: �4k ` J,.�/�J
Print N `1 �a}, D) Alain Adam
Print Name: '
Q ,� 41/ Qd `d
Pit,� �� Lucie Schyms , hiswlfe
Print Name:
EXECUTED ON: , 1997
CITY:
CITY OF OCOEE, a Florida
municipal corporation
By:
Print Name:
Mayor
Attest:
Print Name: Jean Grafton
City Clerk
[AFFIX SEAL]
For use and reliance only by EXECUTED ON: , 1997
the City of Ocoee, Florida.
Approved as to form and legality
this — day of 1997.
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FOLEY L LARDNER APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON , 1997
By: UNDER AGENDA ITEM NO. _
City Attorney
AMW INGMPUAGR I2/27TI l®I MAo-
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