VII (C) First Amendment to Interlocal Agreement Regarding Coca-Cola Property Agenda 8-05-2003
Item VII C
FOLEYCLARDNER
ATTORNEYS AT LAW
MEMORANDUM
CLIENT-MATTER NUMBER
020377-01W
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: July 28, 2003
RE: First Amendment to Interlocal Agreement with the School Board of Orange
County Regarding Coca-Cola Property
ISSUE:
Should the City Commission approve the First Amendment to Interlocal Agreement
Regarding Coca-Cola Property with The School Board of Orange County, Florida?
DISCUSSION:
The City and School Board entered into an Interlocal Agreement Regarding Coca-Cola
Property dated June 13, 2003 (the "Interlocal Agreement"). A copy of the Interlocal Agreement
is attached. Pursuant to the Interlocal Agreement the City acquired the Coca-Cola Property with
partial funding provided by the School Board. In connection with the development of the Coca-
Cola Property, the City entered into a Master Planning and Engineering Services Agreement
dated June 19, 2001 with Vanas Hangen Brustlin, Inc. ("VHB") to provide a full range of
professional services to master plan the Coca-Cola Property (the "MPSE Agreement"). The
School Board has provided partial funding with respect to the MPSE Agreement. The provisions
of Section 12 of the Interlocal Agreement contemplate the need for an amendment to address
participation by the School Board in a portion of the development costs for the Coca-Cola
Property.
Staff has been working with the School Board and VI-IB to finalize a Master Plan for the
Coca-Cola Property. The September 2 Commission Agenda will include staff presentations on
various matters related to the development of the Coca-Cola Property, including a PUT)
Ordinance, a Preliminary Subdivision Plan, and Phase I Final Subdivision/Construction Plans.
Attached hereto is a proposed First Amendment which addresses various matters related to the
preparation of the foregoing documents and the construction of the improvements contemplated
by the Phase I Plans.
The City is scheduled to convey the high School Site to the School Board on September
3, 2003, following final action by the City Commission on the PUD Land Use Plan. The School
Board intends to immediately begin construction activities related to the high school. In
006.303834.1 FOLEY 8.LARDNER
FOLEYILARDNER
connection therewith, it is necessary that there be in place adequate assurances between the City
and School Board for the construction of certain infrastructure necessary to serve the High
School Site and the allocation of costs associated therewith. With the assistance of VHB, the
City Staff and School Board staff have finalized certain schedules for the division of these costs.
Exhibit "A" to the proposed First Amendment documents the obligations of the School Board to
provide Ocoee with certain reimbursements for master planning, designing, engineering and
permitting portions of the PUD. This specific schedule is the same as the Change Order
previously approved by the City Commission with VHB on November 14, 2002.
Exhibit "B" to the proposed First Amendment sets forth the Engineers Estimate of
Probable Development Costs related to the Phase I Construction Project. The Exhibit allocates
these costs between the City and School Board. A basic premise of the allocation relates to the
School Board policy that they do not pay for or participate in the cost of offsite infrastructure
improvements necessary to support school facilities. However, the School Board has agreed to
fund or participate in the cost of certain improvements which arc directly related to the High
School Site and the potential conversion of the bus parking facility into a multi-family project.
The estimated project cost is $3,282,817 with the School Board portion thereof being $838,136
(or 25.5%) and the City portion being $2,444,681 (or 74.5%). This is an engineers estimate only.
the construction plans will go through the competitive bidding process and a final allocation will
be made between the City and the School Board based on the contract awarded by the City and
the Percentage Allocations set forth in the Engineers Estimate. Mr. Wagner will be available at
the City Commission meeting to answer any questions regarding the proposed project and the
Engineers Estimate.
It is anticipated that the proposed First Amendment will be approved by the School Board
prior to the August 5 City Commission meeting.
Additional highlights of the First Amendment are as follows:
1. School Board will reimburse the City for certain master planning, design,
engineering, and permitting activities in an amount not to exceed $130,000. This work is
essentially completed and is intended to provide formal documentation necessary for the City to
receive the previously agreed upon reimbursement.
2. The City agrees to be the construction manager for the Phase 1 Construction
Project in accordance with plans and permits approved or issued by the City and other
governmental entities. (Note: These plans will be presented to the City Commission at the
September 2, 2003 meeting.) The City agrees to competitively bid the Project subject to School
Board approval of the final construction plans and bid documentation and further subject to
School Board approval prior to the award of a construction contract.
3. School Board will be obligated to pay for its portion of the Project in accordance
with the percentage allocations set forth in the Amendment, not to exceed $1,047,670. If the
contribution from School Board is expected to exceed such amount, it would be necessary to
enter into a further amendment to the Inlerlocal Agreement.
2
006.303834.1
FOLEYILARDNER
,, . TONNE . s . . LAW
4. School Board will pay to the City in full, the School Board's percentage of the
construction contract based on the applicable Percentage Allocation. This payment will be made
prior to the City issuing a Notice to Proceed and the City will be entitled to draw first upon the
School Board monies. This will have the effect of reducing the City's financing costs by
utilizing School Board monies first. This is lieu of a previous proposal under which School
Board would loan the City the entire amount needed for the Project.
5. Change orders must be approved by both the City and School Board unless the
City is paying 100% of the cost of the change orders.
6. Any "litigation risks" associated with the construction contract will be equitably
allocated between the City and School Board in accordance with the Percentage Allocations set
forth in the Amendment.
7. Closing on the transfer of the High School Site will occur on September 3, 2003.
Various easements will also be exchanged between the parties at the time of the closing.
8. The School Board will, on September 3, 2003, convey to the City approximately
6.25 acres of land previously purchased from Orange County. The City will not he required to
reimburse the School Board for any portion of its acquisition costs.
9. The proposed HID will be subject to platting after approval of the PUD. The
City and the School Board are both agreeing to join in any such plats.
The Amendment provides the framework for the School Board to move forward with the
commencement of construction of the high school and for the City to move forward with the
construction of the Phase I infrastructure with assurances regarding School Board financial
participation being in place.
The City Staff is recommending approval of the First Amendment.
RECOMMENDATION;
It respectfully is recommended that the City Commission approve the First Amendment
to Interlocal Agreement Regarding Coca-Cola Property with The School Board of Orange
County, Florida and authorize execution thereof by the Mayor and City Clerk.
Encl.
PER/jed
3
006.303834.1
FIRST AMENDMENT TO INTERLOCAL AGREEMENT
REGARDING COCA-COLA PROPERTY
THIS FIRST AMENDMENT TO INTERLOCAL AGREEMENT REGARDING
COCA-COLA PROPERTY (this "Amendment") is made and entered into as of the day
of , 2003, by and between the CITY OF OCOEE, FLORIDA, a
municipal corporation existing under the laws of the State of Florida ("Ocoee") and THE
SCHOOL BOARD OF ORANGE COUNTY, FLORIDA, a public body corporate organized
and existing under the laws of the State of Florida ("School Board").
WITNESSETH:
WHEREAS, Ocoee and School Board entered into that certain Interlocal Agreement
Regarding Coca-Cola Property dated June 13, 2000 (the "Agreement") with respect to the
acquisition and development of a PUD to be known as Ocoee Crown Point PUD (the
"Property"); and
WHEREAS, on June 19, 2001 Ocoee entered into that certain Master Planning and
Engineering Services Agreement (the "MPSE Agreement") with Vanas Hangen Brustlin, Inc.
("VHB") to provide a full range of professional services to master plan the Property in
partnership with the School Board; and
WHEREAS, on November 14, 2002 the City and VHB entered into a change order
(the "Change Order") to include a revised scope of work and fee schedule for additional
services with respect to the Property as contemplated by Article 8 of the MPSE Agreement;
and
WHEREAS, the Change Order, which included certain services requested by School
Board staff, was reviewed by the School Board staff prior to execution; and
WHEREAS, Exhibit "D" to the Change Order sets forth the allocation of costs
attributable to Ocoee and the School Board; and
WHEREAS, Exhibit "D" to the Change Order is attached hereto as Exhibit "A" and
by this reference incorporated herein, said exhibit being referred to as the "Ocoee Crown
Point PUD Construction Plans Fee Summary"; and
WHEREAS, pursuant to the Change Order, VHB was contracted to provide final
design, permitting and construction administration services for certain improvements as
described in Exhibit "A" to the Change Order, which improvements are referred to in the
Change Order and in this Amendment as the "Improvements"; and
WHEREAS, the construction of the Improvements in accordance with the plans and
permits approved or issued by Ocoee and other governmental entities having jurisdiction with
006 301270.3
respect to the Improvements and such additional activities as may be reasonably associated
therewith are hereafter referred to as the "Construction Project"; and
WHEREAS, the costs to be incurred in connection with the Construction Project are
hereinafter referred to as the "Project Costs"; and
WHEREAS, VHB has estimated the Project Costs in that certain document entitled
"Engineer's Estimate of Probable Development Costs", a copy of which is attached hereto as
Exhibit `B" and by this reference incorporated herein (the "Engineer's Cost Estimate"); and
WHEREAS, Ocoee and School Board desire to enter into this Amendment as
contemplated by Section 12 of the Agreement to account for certain design, development and
construction costs associated with the Property.
NOW THEREFORE, in consideration of the premises set forth herein below, and
mutual covenants between the parties, the parties agree as follows:
1. Recitals. The Recitals set forth above are true and correct and are incorporated
herein and made a part of this Agreement.
2. Reimbursement by School Board - VHB.
(A) School Board hereby agrees to reimburse Ocoee for School Board's
percentage share of the further services costs in accordance with the schedule set forth in
Exhibit "A". The parties acknowledge that the dollar figures set forth in Exhibit "A" are
estimates only, including the School Board's estimated share of$117,638.00. Notwithstanding
the foregoing, School Board's reimbursement obligation for the further services costs set forth
in Exhibit "A" shall not exceed $130,000.00. The foregoing "not to exceed" amount shall
not be construed to impose upon Ocoee any obligation to incur costs or to authorize additional
services which would otherwise be attributable to School Board. To the extent there are
further Change Orders to the MPSE Agreement it is contemplated that Ocoee and School
Board will enter into a further amendment to the Agreement to allocate any such excess costs.
(B) Ocoee will provide the School Board with such documentation as may
reasonably be required by the School Board in connection with the above-referenced
reimbursements.
3. Contract for Construction Project.
(A) The parties hereto agree that Ocoee will be the construction manager for
the Construction Project and will, subject to the terms, conditions and limitation set forth
herein, contract for the construction of the Improvements in accordance with plans and permits
approved or issued by Ocoee and other governmental entities having jurisdiction with respect
to the Improvements (the "Construction Contract"). Ocoee shall competitively bid the
Construction Project. The bidding and award of the Construction Contract will be conducted
by Ocoee in accordance with Ocoee's applicable policies and procedures, subject to the
006 301270.3 -2-
following limitations: (a) prior to the bidding of the Construction Project, Ocoee shall obtain
written confirmation from the School Board that it has approved the final subdivision
(construction) plans and the bid documentation; and (b) prior to the entering into the
Construction Contract, Ocoee shall obtain written confirmation from the School Board that it
has approved the award of the Construction Contract as proposed by Ocoee and has agreed
upon the portion of the Construction Contract to be allocated to the School Board.
(B) Ocoee will provide the School Board with a copy of the approved final
subdivision plan and the construction bid package and such other documentation as may be
reasonably requested by the School Board.
(C) The parties hereto acknowledge that the construction bid package may
provide for alternative bids which add or deduct from certain portions of the Improvements as
described in Exhibit `B" hereto. With respect to any items which are 100% funded by
Ocoee, it is agreed that Ocoee may add or delete such items in its sole discretion. Nothing
contained herein shall be construed to obligate Ocoee to provide Phase 1 Landscaping in
accordance with the Engineer's Cost Estimate or to 4-lane any portion of the roadway
improvements which are part of the Improvements, it being recognized that Ocoee will decide
the appropriate amount, if any, to be spent with respect to the foregoing.
4. Payments by School Board for Project Costs.
(A) The Engineer's Cost Estimate includes a percentage allocation of various
line item costs between the School Board and Ocoee with the School Board percentage being
set forth in Column I and the Ocoee percentage being set forth in Column J (the "Percentage
Allocations"). The parties hereto agree that the Percentage Allocations shall govern their
respective financial obligations for the Project Costs; provided, however, that the School
Board shall he responsible for 100% of the cost of any environment and gopher tortoise
mitigation for property owned or to he owned by the School Board. The parties hereto agree
that the dollar figures set forth in Exhibit `B" are estimates only, including the School
Board's estimated share of $838,136.00. Notwithstanding the foregoing, the School Board's
obligation for Project Costs shall not exceed $1,047,670.00. The foregoing "not to exceed"
amount shall not be construed to impose upon Ocoee any obligation to incur costs or approve
change orders which would otherwise he attributable to the School Board under the Percentage
Allocation.
(B) Following receipt of the bids for the Construction Project, VHB shall
provide Ocoee and the School Board with a report indicating the portion of the Project Costs
under the Construction Contract to be paid by the School Board and Ocoee based on the
Percentage Allocation as applied to each bid which is received. Recognizing that Ocoee is
paying 74.5% of the Project Costs, Ocoee reserves the right to award the Construction
Contract based on the bid which provides the overall lowest cost to Ocoee.
(C) Following the award of the Construction Contract, VHB shall prepare a
calculation of the amount payable by the School Board under the Construction Contract in
accordance with the Percentage Allocation (the "School Board Construction Payment").
006 3012703 -3-
Within twenty (20) days of receipt thereof, the School Board shall pay to Ocoee, in full, the
School Board Construction Payment (subject to the not to exceed amount set forth in
Paragraph 4(A) above). The Construction Contract shall provide that Ocoee shall not be
obligated to issue a notice to proceed to the contractor unless Ocoee first receives the School
Board Construction Payment. Ocoee is expressly granted the right to utilize the School Board
Construction Payment as the first monies spent for the payment of draws by the contractor
without regard to whether such draws relate to items which are a part of the School Board's
Percentage Allocation. It is contemplated that the School Board Construction Payment will be
exhausted prior to the advancement of any monies by Ocoee.
(D) Ocoee shall provide the School Board with a copy of each draw request
submitted by the contractor and with such other documentation regarding the Project Costs as
may reasonably he requested by the School Board. The School Board shall also be provided
with periodic construction reports at intervals reasonably established by the School Board.
Either party may request and be granted a conference to discuss the status of the Construction
Project.
(E) In the event Ocoee receives a change order request from the contractor
or initiates a change order, Ocoee shall provide a copy of such proposed change order to the
School Board. After consultation with the School Board, Ocoee may approve any such change
order (the "Project Change Order"). Subject to the not to exceed amount set forth in
Paragraph 4(A) above, the School Board shall pay to Ocoee its Percentage Allocation with
respect to the Project Change Order as determined by VHB, such payment to be made with
twenty (20) days of the date of execution of the Project Change Order by Ocoee and the
Contractor and delivery to the School Board of the executed Project Change Order.
(P) Any Project Change Order which would result in the School Board being
responsible for an amount which exceeds the "not to exceed" amount set forth in Paragraph
4(A) above shall he subject to the approval of the School Board unless Ocoee agrees to pay
100% of the cost under such Project Change Order. Notwithstanding any provision contained
herein to the contrary, the School Board shall pay in advance 100% of the cost of any Project
Change Order initiated by the School Board, unless otherwise agreed to by Ocoee.
(0) To the extent that the contractor makes any claims against Ocoee for
additional payment, seeks pre-litigation mediation, or otherwise brings an action or litigation
against Ocoee in connection with the Construction Project ("Claims") the parties shall be
responsible for any monies paid under such Claims in accordance with the Percentage
Allocation. The City may settle any such Claim without the consent of the School Board so
long as it will not result in the School Board being responsible for an amount which exceeds
the "not to exceed" amount set forth in Paragraph 4(A) above. A settlement which will result
in the School Board being responsible for an amount which exceeds the "not to exceed"
amount shall require the approval of the School Board. It is the intent of the parties to
equitably share the cost of any "litigation risks" under the Construction Contract in accordance
with the Percentage Allocation.
006.301270.3 -4-
5. Transfer of High School Site.
(A) On September 3, 2003, Ocoee shall transfer to School Board the site
identified on the approved Master Plan as the High School Site. In connection therewith,
Ocoee shall also grant to School Board such access, utility and stormwater easements as may
be necessary for construction of the High School on the High School Site and for the
stormwater management system for the high School Site, such easements to be on terms and
conditions mutually acceptable to Ocoee and School Board. Further, at such time, School
Board shall grant to Ocoee a perpetual utility, drainage, sidewalk, landscape and maintenance
easement across the portion of the High School Site identified on the final subdivision plan for
the Construction Project, such easement to be on terms and conditions mutually acceptable to
Ocoee and School Board.
(B) In connection with the construction of the High School, the School
Board agrees that construction access to the High School Site will be by means of the
foregoing easements. The parties hereto agree that construction access shall be prohibited on
Ocoee Crown Point Parkway and that the School Board's contractor shall be responsible for
any damage caused by such contractor to the Improvements.
6. Conveyance of Land Acquired by School Board. The School Board has
previously acquired certain lands from Orange County which are part of the proposed Ocoee
Crown Point PUD, said lands being more particularly described in Exhibit "C" attached
hereto (the "County Land"). Contemporaneous with the conveyance by Ocoee of the High
School site to the School Board, the School Board shall convey and transfer to Ocoee
marketable fee simple title to the County Land for no additional compensation. The closing
procedures and closing costs associated therewith shall he governed in accordance with the
provisions of Paragraph 6(D) of the Agreement.
7. Platting. The parties hereto acknowledge that the real property which is the
subject of the Crown Point PUD will be platted into various lots and that in connection
therewith the owner of each lot shall be required to execute the plat. The Phase I Plat is being
prepared by VHB pursuant to the MPSE Agreement. Ocoee and School Board shall execute
such plats to the extent of their ownership interest therein.
8. Authority. Each party represents and warrants to the other that it has all
necessary power and authority to enter into and consummate the terms and conditions of this
Amendment; that all acts, approvals, procedures and similar matters required in order to
authorize this Amendment have been taken, obtained or followed as the case may be; and that
upon execution of this Amendment by both parties, this Amendment shall be valid and binding
upon the parties hereto and their successors in interest.
006.301270.3 -5-
9. Conflicts. In the event of any conflict between the Agreement and this
Amendment, it is agreed that this Amendment shall control. Except as amended by this
Amendment, all other terms and provisions of the Agreement shall remain in full force and
effect.
10. Effective Date. This Amendment shall be effective upon the day it is executed
by the last party to sign.
[Signatures pages to follow]
006.301270.3 _6_
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
THE SCHOOL BOARD OF ORANGE
COUNTY, FLORIDA, a body corporate existing
under the Constitution and laws of the State of
Florida
Attest: By:
Printed Name: Printed Name:
As Its: Title:
Date:
APPROVED AS TO FORM AND LEGALITY on
the day of , 2003
For the use and reliance of The School Board of
Orange County, Florida
MARCHENA AND GRAHAM, P.A. Counsel
By:
Marcos R. Marchena
STATE OF FLORIDA )
COUNTY OF ORANGE )
The foregoing instrument was acknowledge before me this day of
2003, by , and attested to by of
THE SCHOOL BOARD OF ORANGE COUNTY, FLORIDA, a body corporate existing
under the Constitution and laws of the State of Florida, who ❑ is personally known to me, or
who E produced as identification.
Notary Public
My commission expires:
006.301270.3 -7-
CITY OF OCOEE, FLORIDA, a municipal
corporation existing under the laws of the
State of Florida
Attest:
Jean Grafton By:
City Clerk S. SCOTT VANDERGRIFT,
Mayor
(SEAL)
Date:
FOR USE AND RELIANCE ONLY BY APPROVED BY TILE OCOEE CITY
THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING HELD
APPROVED TO FORM AND LEGALITY ON , 2003 UNDER
THIS DAY OF , 2003 AGENDA ITEM
FOLEY & LARDNER
By:
Paul E. Rosenthal, City Attorney
STATE OF FLORIDA )
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this day of
2003, by S. SCOTT VANDERGRIFT and attested to by Jean Grafton, who are the Mayor
and City Clerk, respectively, of the CITY OF OCOEE, FLORIDA. They are personally
known to me.
Notary Public
My commission expires:
006.301270.3 'A'
Exhibit "A"
OCOEE CROWN POINT PUD CONSTRUCTION PLANS FEE SUMMARY
Ocoee Crown Point PUD Construction Plans-Phase I Infrastructure-Civil Engineering
Task Task Description Fec Est. Total Fee Ocoee OCPS
No. Reimbursable
Fee %of Fee Amount % of Fee Amount
1.0 Route Survey $22,400 $ 2,240 $ 24,640 76% $ 18,726 24% $ 5.914
2.0 Geotechnical $ 8,000 $ 800 $ 8,800 76% $ 6,688 24% $ 2,112
3.0 Final Engineering Design
and CD Prep.
a_ Geometry Plans $15,500 $ 1,550 $ 17,050 76% S 12,958 24% $ 4,092
b. Roadway Plans $45,000 $ 4,500 $ 49,500 76% $ 37,620 24% $ I1,880
c. Utility Plans $24,000 $ 2,400 $ 26,400 76% $ 20,064 24% $ 6,336
d. Stormwater Mgmt $17,000 $ 1,700 $ 18,700 76% $ 14,212 24% $ 4,488
e. Landscape Design Svs $10,000 $ 1,000 $ 11,000 76% $ 8,360 24% $ 2,640
4.0 Environmental Services $ 9,600 $ 960 $ 10,560 76% $ 8,026 24% $ 2,534
5.0 Final Subdivision $ 7,600 $ 760 $ 8,360 76% $ 6,354 24% $ 2,006
6.0 Pennining $ 9,000 $ 900 $ 9,900 76% $ 7,524 24% $ 2,376
7.0 Project $14,000 $ 1,400 $ 15,400 50% $ 7,700 50% $ 7,700
Meetings/Coordination
8.0 Pre-Construction $ 3,000 $ 300 $ 3,300 76% $ 2,508 24% $ 792 '
Administration Services
9.0 Construction Observation $10,000 $ 1,000 $ 11,000 76% $ 8,360 24% $ 2,640
and Certification
10.0 Resident Project $32,000 $ 3,200 $ 35,200 76% $ 26,752 24% $ 8,448
Representation
i ILO Utility Master Plan $20,000 $ 2,000 $ 22,000 50% $ 11,000 50% $ 11,000
I
Subtotal $247,100 $ 24,710 $271,810 $196,852 i $ 74,958
' 10% of Task Fee
Pending Item
006.301270.3 -9-
OCOEE CROWN POINT PUDCONSTRUCTION PLANS FEE SUMMARY
Ocoee Crown Point PUD Construction Plans - OCPS Boundary Survey and Legal Descriptions
'task Task Description Fee En. Total Fee Ocoee OCPS
No. I Reimbursable
Fee' %of Fee j Amount %of Fee Amount
1.0 Property Ownership Map $ 8,000 $ 800 $ 8,800 50% ' $ 4,400 50% $ 4,400
2.0 Boundary Survey High $20,500 $ 2,050 $ 22,550 0% $ 100% $ 22,550
School'
3.0 Easements Legal $ 4,000 $ 400 $ 4,400 0% $ 100% $ 4,400 'i
Descriptions
4.0 Agreement Coordination $ 6,500 $ 650 $ 7,150 50% $ 3,575 50% : $ 3,575
Subtotal $39,000 i S 3,900 $ 42,900 j $ 7,975 $ 34,925
Ocoee Crown Point PUD Construction Plans- Phase I Platting
Task Task Description Fee Est. Total Fee Ocoee OCPS
I
No. Reimbursable I Fee % of Fcc Amount %of Fce Amount I
1.0 Final Record Plat $ 6,500 $ 650 S 7,150 50% $ 3,575 50% $ 3,575
Preparation'
2.0 Final Record Plat $ 4,600 $ 460 $ 5,060 50% $ 2,530 50% $ 2,530
i Processing
3.0 i Monumentation $ 3,000 $ 300 $ 3,300 50% $ 1,650 50% $ 1,650
Subtotal $14,100 $ 1,410 $ 15,510 $ 7,755 $ 7,755 1
Total $300,200 $ 30,020 $330,220 I $212,582 i $ 117,638
' 10% of Task Fee
2 Includes Off-Site Retention Ponds (Tracts 19, 26,28,38 and 39).
3 Includes Portion of West Road and Off-site Retention Ponds.
006.301270.3 -10-
EXHIBIT "B"
ENGINEER'S COST ESTIMATE
006.301270.3 -11-
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Ocoee Croon Pouu Parkway ENGINEERS ESTIMATE OF PROBABLE COSTS VI IE, mt.
00825 Phase I
hem From Tv Quantity %Jpils Size Unit Cost Total Price
Water Supply
Waleunain Westyn Ray Elementary School 3700 It 16 it $ 50.00 S 160.00000
Walennam Roundabout Ocoee-hpoaka Rand i 100 It 12 ir S SO.GU S 33,00000
Subtotal Water Supply S 103.00000
Reuse
Reuse Main West Rood Exlrn'o-t Wet Groves 3480 If ',2 :n S 3000 S 04 400.00
--. - Subtotal Reuse $ 104 400 C i
Wastewater Collection/Transmission
Sanitary Sewer lest Iiead E x rns ton High Solloc,l 830 I' 8 of S 28.00 5 21 740.00
Sanitary Manhnlo. S 2.000.00 $ 14pC0.00
"a
Force Main i': Station Hooks Puraection 1270 It 8 in S 70.00 $ I45.400 CO
Lilt Station t LS S 270.(MO_00 $ 22C.00000
Subtotal Wastewater Collection/Transmission $ 40204000
Storm Water Management
iwn 60 CWverl 1 _S $ ST.MX}00 $ .°./1100::x'}
Pond Fesco. Structures I ;S S 36.031000 $ 3;S,000 03
Sod 22000 Sy 5 1.16 $ 25,520.00
Pond riv _.. 3000 Cy S 7.75 $ 5,250 7.
Pond 8 d0000 cv 3 2.7; I,r,0S0.IXi
Pond 9 e"COX c, S 2 ih $ fit,u;N000
Subtotal Storm Water Management a 234,770 00
Total Utilities S 934,810.00
Pnye 4 of , :b6
Ocoee Crown Point Parkway
f ft Rif/asst. Mingett lirttstlen. fut.
Phase I Phase II
Pay Item
Number Ueseri•lion Units Unit Cost t tautly Cost Quantt Cost Total Cost
64 3 3 CONC.GABS _E'I/WALLS) .^.Y 6666': 58 S 5726792 Cl C - $ 5726792
4'S I .4 7 Et'. ]P'ING STEEL'RET WA!:I LB S C74 599. 3 . o`.i8.55 0 S - TC50SIT
439.1'.C46 PGF160 SS: L7 4 13CIli 2EH S 3s28C-Cu 0 S - 33 73001)
' I _23d 6,7136.S;RIAN:LTSTYCI 7 P UN$,,si '_F 4y9: • 7 i.79$_, _ o $ '. bS.
61 9ALI VcNST L. 44 ii:. 1972 $ ii-i. 0 90 $ • • :.Iola.
Total S 121,642.451 S S 121,642.95
Roadway Length 3129.85 LE 0.59 MI
Cost/LF S 38.87 5 $ 38.87
o ,n un:
Ocoee Crown Point
Pilaster Utility Plan
P/aref Doman i s§auavx¢
e AoanJa� yTm'en I. ..I I Ns 6n•+Ln IAa
LrI1k N'r.� r. E 4{_ 41iC 14 n' 'Hn N .l M1y.Cm 4 '_i,.0 ni] LAv Unp.M fu r11 xv I41w
Y 15: '.IN AI ry '0i 4 1 ,rPi 001 a `.F #( 'pm f Lry p C Hm is
ti
dare,a h a:? J xti I '. 1•iCb 4) U'N , t CO 14J 49 A.. G ) M") II Alt 91 ^ J 'V"
FIw1..nA� J 1 nb 1 ).S (, tl ll l c X•: P 1. 1.1 C. % y 10p.
14 riy}fry.� 1 4 UO^.. _I tlnJ _'. yJ IG'O.q" -NI/'--,IA .p:- _ SRPm v nx ,
4A:'dm I `i .r
vu-vn ',, J 3 c-Itn: d- j5j., I 'i0.i ' 1 j3t 'Ixoft" 1.1 '00'10I/Nni.....I I . JPr,
-P t .ir: y„fn., .uu A"1 iSM, 1p.y .( .�. ,do qd �yn>n T<n 153 TF^
1^nA t '1r ' -p %n c:I. t 'nty3i IN..jIJ J_ ..my 1ACJYa. + y/ '.}'^
...61.nm .1 +L _ - : I L_3[i I. tv 3C'rryJ N" rl 'P V2�.+ 4 t i i ra: y l %lU(yxn ' 1 ,
1 Cx.. ...
rY 1ry l 1 .c _r . l ^%S 4tl T g1 4+4.fv, n' a!A iq1 %1 .i{i: 1/ IIN
Iiy =: r N1.1 111 1$ al i 1 r t.1 140J{J d2 A," S snI( 1 Ion -ai H•+
4 -nice . I -, 1: U :1 1 h rSill o. 1 1 f Ispg Y 1 CIl 5 r : 4 ,
In"! .r.JIA11 I1 n 4' .u . :Ti 'Ina,' r e 4 ,:1a 4I .I. 11I:: Hx{ .-A f.xn .r 4 ,
r„ r.Jrt/vyl i - .N 1. 11. .. RS.. ' '41 1 'l.m:'f 341'A ,, 5,4ai 1 C4,1S4+1 (Dn.'+a ]rya
' nAv ynvro I . Isr,u...i 1 !.Y ltrr.
' f U'J ..I
,t::•.y.:al-.p... •:I gin....
a•.n ci Pbyee Crown Pont rteoea IJCP$
k rlev No -ask D .crgrhon CcmroG Amours -°a'pe;. Nrtcun: 5.et Fee nrrrnmr
IA 4oute Survey $22400 00 76°.a $IT0?4 X 24". $5.3 iti:]0
2.0 Georecheicat $8.000 rm 76°., $6,C6O.UC 24',: $I.920.00
3.0 _ .3comnily Pas $15500.00 761,, $11783 DO 241: S3.72005-_-
46 __..._. FlaulwtY FI:u•.s $4S000.00 t6.. $34.2C3.50 245' $10.80003
5.$ JILIN lass 824003W 705 S1824300 245, S5,760D7
60 51(.10w:eke Manage cv $17009 00 71R6 ' Sp92D00 24 . ....$4.013000
iD I,.Mcapp fusnn Sere K e 5 51 n,n000r, it,'", GOC'OC 24 : F2,40005
veute
5.
0 Er Servises i.600 03 755v , 6 CC 4Y $ . 4 035- renal SUbdivISIOn';c4euna S .GCOOJ 765, 55,77Y Ou 24n, E1 82• ,OG 1U0 Pennernq -.....-59000.30 Ris( I $0840.SC =1": S2.16000
I10 srorcz$deer aaCo dealrc, 5'4,000.CC ,U"4 r CIOX 00 53% c'1,000.00
120 Pio SenseueFon Adnnrrrabon S3065SO S2250 cc 24', 5720.30
130 Cvstrvc.cn Ct' rvae.Y(:et. 1.10.000 CO 76°, 1 5750000 21°, $2.40000
I4.0 Resident Pra(cc!Ropresenlaoorl $32.0QC.CD Res. [ 52h.320 ix; 24B, $7.68000
15U _ P'openy Cnnetshlp Flap S8 CC aW 50°e I $4.CU0 SC _50'5. $4,Coo U0
16._ Boundary Suvev 1-is h Sdru4 620,50C.65 0' $3® ICO•:, 52:'OC CC
170.__ Easements-12na.Descnplms $4,00000 U°: ._ _I $3.00 I00 . $4,030.0J_.
'60 Aar+eme Cw 1 r ton S660000 F. 53`. S' 250 OC n0., $3250.OJ
ot:r.dP 1_a n S6.50000 J 53 , I 00 ':50 1 63.250.CO
206 ewe°Fial Rrocess1ne S4.6000C 5:T'5 i B2.300,00 S}•' $ 300.CD
21 J Voween:asen S2.000(Y 535, 1 51 00.CC; SOB, $1500on
2S 0 I ReneBlstr Pin SZe.,Me 00 1 50', I $I 0 G Yl 51 00
0 HeinitemsaRes iEsi l S26.0200C R'S( •Ih. $ 29 20 Pt SC/245 J
n > �TutEnis�n cy - • ' i °_ a.
A ncv 1-ees rcr'Atily:ca
'9:1 '... C.,,VeeIsen,se rer.in It+I 60 I . 10- G I v8c CO 1
a6 lri ?� �t 1 $, 6 ., B0. $ rw L $61 0 .bee
1'_I IArt13o1 cuss 1 $13.,96900 S55645C $i(.IB.
1 Fl 1 • at y ii.,rnoi Lit) kesssos t Ihe1 1 i Festdl leeL P0nr,n 1'0 ?,-!cO5tt i nt p: ^ap 411Jy 1 T.0 La Con'
s r1 >LanJ is IsR ric-5-11s1 15115,50 .h4, fAY c-d ete apt5-xm51,6v 51 eiI cI 24 tot;, :cai.j.i a1 lir C 'PS srle
Incl.:d1 c J:1 :4c Wno4 a'v � l h t' 7,1d - -going I • I � $5=_Pc Y_.r :A. t:. I 1r, Y:ar . tltl to
_C Y.,n 101 ,5eJ0and v:.ar S wi It:, t 2C0.
Cron', Point Phase
Mitigation ( an Estimate
Mitigation Site Preparation :removal of exotic and nuisance species:
initial Ch<mmal Treata:eat 21 zvl
P rt.ccc thed Burn 1 - xcrc.. SS.,:I:v I day
P:,.i 4mt.0 n..,:..c v . ,,:nk„z`•'.r.rcry S ;PO i2 days)
}Ie..hmc.il rema:ai nr it;rgh.v; SIOJUf1 : 'b lays)
Damp„r Lm:ulet al Grapple ',fat i io oar:,
.: man hand umw ..:. ya+.+.i gsals Sc.21 µ7
Subtotal 536,0 IS
Planting with Labor
Enhancement Area 21 including Upland Rafter Enhancement:
:ccn and Serh.tue+mc rr tel and labor) = $23,SS.CO
Subtotal $26,555.(10
\Ionilnring& Reporting for 5 rears
Year I
>I-:r0iliaaivm S3SCit
Sa._..,.c Moniturin Ecc:u j), y;ti
Quarterly Munrtadne E.cnt o•I j7Ji1;0
Qu.mvrly pl oni ctri ng cacnt
Quunerly Alonilorin^ Gent d3 5:.00p
Qeercriy Monitoring E.‘cnt+l.:
iAua
.,nwt Report GI Rescls W1,2rA)
Estimated Cost Year I $15.700
Year 2
N t'itucing Earn!a 1 S2.CdN1
Moniu ring Event p I '.000
0
Anmia R.2port of Result,. $I.Oi;U
Estimate Con Year 2 $5.000
year 3
Nlavwrm e Event•E j>wy2
NIorutotin^_Event e'. S2.000
Aaau:d Rcpuri of Rcsuli. SI,lU)
Estimate Cost Year 3 $5,000
Year 4
Vturn ay Event e2,E:3n
Annual Ropor.al Results St,Pir
Estimate Cost Year 4 $3.200
.:a:tun:g E.;cni
Anne•.I Report Rg.ulr :LIIl.3
Estimnm Cost Year 5 $3±till
Subtotal S32,II111
VFet6nd Enhance mvnt Arta 2 Maintenance for S yenrs
1'cm I- Oi:nonthvMi'mennnx(b EA tots.; vnt-S7398
va.-e Evcnti.
1'e mnt=s: � .knertaCp l?mmu:enm iA E�+cnt>I pr%}/csont—45.60i.50n
()mined y
]- nt=SS.b00
r:;v m .scnual U- cane?h..Events
l l x; u:nt=3't,pp
Subtotal S28.996
Tidal Cat 6scincne Sl2 'h
,..u4nd .4 _u � i_..._r .tx2:..:. 1LA: 1
EXHIBIT "C"
LEGAL DESCRIPTION OF COUNTY LAND
CROWN POINT
LEGAL DESCRIPTION
BEGIN AT THE NORTHWEST CORNER OF THE NW 1/4 OF SAID SECTION 7,
THENCE ALONG THE NORTH LINE OF THE NW I/4 OF SAID SECTION 7 N
89°43'59" E, A DISTANCE OF 664.57 FEET TO A POINT ON THE NORTHERLY
RIGHT-OF-WAY LINE OF EAST CROWN POINT ROAD (VARIABLE WIDTH RIGHT-
OF-WAY); THENCE LEAVING THE NORTH LINE OF THE NW 1/4 OF SAID SECTION
7 SOUTHWESTERLY ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF SAID
EAST CROWN POINT ROAD LONG A CURVE TO THE LEFT AN ARC DISTANCE OF
188.50 FEET (SAID CURVE HAVING A RADIUS OF 317.90 FEET, A DELTA ANGLE
OF 33°58'25" AND A CHORD BEARING AND DISTANCE OF S 53°09'34" W, 185.75
FEET) TO A POINT; THENCE CONTINUING ALONG THE NORTHERLY RIGHT-OF-
WAY LINE OF SAID EAST CROWN POINT ROAD S 36°10'30" W, A DISTANCE OF
578.75 FEET TO A POINT; THENCE CONTINUING ALONG THE NORTHERLY
RIGHT-OF-WAY LINE OF SAID EAST CROWN POINT ROAD SOUTHWESTERLY
ALONG THE ARC OF A CURVE TO THE LEFT AN ARC DISTANCE OF 107.28 FEET
(SAID CURVE HAVING A RADIUS OF 1482.70 FEET, A DELTA ANGLE OF 4°12'06"
AND A CHORD BEARING AND DISTANCE OF S 34°04'28" W, 107.23 FEET) TO A
POINT; THENCE CONTINUING ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF
SAID EAST CROWN POINT ROAD S 31°58'25" W, A DISTANCE OF 217.81 FEET TO A
POINT ON THE WEST LINE OF THE NW 1/4 OF SAID SECTION 7; THENCE
LEAVING THE NORTHERLY RIGHT-OF-WAY LINE. OF SAID EAST CROWN POINT
ROAD N 0°04'32" E, ALONG THE WEST LINE OF THE NW 1/4 OF SAID SECTION 7,
A DISTANCE OF 849.04 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINS 5.9063 ACRES OF LAND, MORE OR LESS.
006 301270.3 -12-
to -(5—do
INTERLOCAL AGREEMENT REGARDING COCA-COLA PROPERTY
THIS INTERLOCAL AGREEMENT REGARDING COCA-COLA PROPERTY
(this "Agreement") is made and entered into as of the 1l day of June, 2000, by and between
the CITY OF OCOEE, a municipal corporation existing under the laws of the State of Florida
("Ocoee") and THE SCHOOL BOARD OF ORANGE COUNTY, FLORIDA, a public
body corporate organized and existing under the laws of the State of Florida ("School Board").
xYIINE5IEIH:
WHEREAS, Ocoee and School Board have been working cooperatively to identify a
site in West Orange County which is suitable for the location by School Board of a future high
school, elementary school and transportation and work force education facility (collectively,
the "Intended School Board Uses"); and
WHEREAS, School Board needs approximately 60 acres for a high school site, 15
acres for an elementary school site and 40 acres for a transportation and work force education
facility (for a total of approximately 115 gross acres of land inclusive of land needed for
stormwater retention) for the Intended School Board Uses; and
WHEREAS, Ocoee and School Board have jointly identified a parcel of land located in
West Orange County which land is owned by The Coca-Cola Company (the "Owner") and is
depicted on the sketch attached hereto as Exhibit "A" and by this reference made a part hereof
(the "Property"); and
WHEREAS, the gross acreage and useable acreage of the Property will be determined
by a survey to be obtained by Ocoee pursuant to this Agreement; and
WHEREAS, on a cooperative basis, the City and School Board have obtained
appraisals prepared by Clayton, Roper & Marshall ("Appraisal No. 1") and DeRango, Best&
Associates ("Appraisal No. 2") with valuation dates of February 10, 2000 (collectively, the
"Appraisals"); and
WHEREAS, the appraisals are based on the Property containing approximately 232
gross acres of land considered to be useable and approximately 86 gross acres of land likely to
be classified as jurisdictional wetlands (for a total of approximately 318 gross acres); and
WHEREAS, Appraisal No. I indicated a market value of $3,700,000 and Appraisal
No. 2 indicated a market value of$3,800,000; and
WHEREAS, the average of the market values in the Appraisals is $3,750,000 (the
"Average Appraised Value") and the average per acre value of the useable land is $15,793.00
per acre; and
06/01/00
008.181175.3
WHEREAS, Ocoee has negotiated a purchase and sale agreement with the Owner (the
"Purchase Contract") wherein the Owner has agreed (i) to sell the Property to Ocoee for
$3,750,000, and (ii) to allow Ocoee a period of 120-days within which the City and School
Board may inspect the Property and investigate the feasibility of acquiring the Property for
their respective intended uses (the "Inspection Period"); and
WHEREAS, in order to facilitate the future location of a high school on the Property,
Ocoee has agreed, subject to the terms, conditions and limitations set forth in this Agreement,
to enter into the Purchase Contract and to incur certain unreimburseable expenses associated
with the due diligence investigation into the feasibility of acquiring the Property ; and
WHEREAS, subject to the terms, conditions and limitations set forth in this
Agreement. School Board has agreed to financially participate in the purchase of the Property
by Ocoee, and to incur certain unreimburseable expenses associated with the due diligence
investigation into the feasibility of acquiring the Property, all in anticipation of and in
consideration for the agreement of Ocoee to convey to School Board 115 acres of the Property
for the Intended School Board Uses; and
WHEREAS, Ocoee and School Board desire to enter into this Agreement for the
purpose of memorializing certain agreements between them with respect to the Property.
NOW THEREFORE, in consideration of the premises set forth herein below, and
mutual covenants between the parties, the parties agree as follows:
1. Recitals. The Recitals set forth above are true and correct and are incorporated
herein and made a part of this Agreement.
2. Contract to Purchase. Ocoee agrees to enter into the Purchase Contract at a
Purchase Price of $3,750,000.00. While a copy of the proposed Purchase Contract has been
provided to School Board for review and comment, Ocoee and School Board agree that: (i)
Ocoee is the sole contracting party, (ii) Ocoee shall be the lead entity in negotiating the
Purchase Contract, and (iii) the Purchase Contract shall be on such terms and conditions as
may be determined by Ocoee in cooperation with School Board; provided, however, that it is
agreed that the Purchase Contract will provide for the Inspection Period during which Ocoee
may terminate the Purchase Contract.
3. Due Diligence Investigation,
(A) During the Inspection Period, Ocoee will conduct, in cooperation with
School Board, a due diligence investigation of the Property and the feasibility of developing
and utilizing the Property for the Intended School Board Uses and for such other uses as Ocoee
may deem appropriate (the "Due Diligence Investigation"). School Board acknowledges that
Ocoee may elect to sell a portion of the Ocoee Land (as hereinafter defined) to third parties for
development purposes, including but not limited to residential, retail, commercial, office,
industrial, institutional, park and/or recreational uses, and that the Due Diligence Investigation
will include an examination of the feasibility of developing and reselling a portion of the Ocoee
008_181115.3 _2
•
land for such purposes. The Due Diligence Investigation may include, but is not limited to the
following: (1) survey; (2) environmental assessment; (3) soil studies; (4) wetlands analysis; (5)
stormwater analysis; (6) preliminary master planning; (7) analysis of development costs; (8)
marketing studies impacting development of the Ocoee Land; and (9) transportation impact
analysis. Ocoee will also include as part of the Due Diligence Investigation any specific tasks
and undertakings reasonably requested by School Board.
(B) Ocoee will prepare and present to School Board a proposed budget for
the Due Diligence Investigation (the "Investigation Budget"). School Board acknowledges that
the Purchase Contract requires that Ocoee obtain a survey of the Property at no cost to the
Owner (the "Survey') and that it will be necessary to order the Survey promptly following
execution of the Purchase Contract. The Investigation Budget will be subject to the review and
approval of School Board, which approval will not unreasonably be withheld. During the
course of the Due Diligence Investigation, Ocoee may from time-to-time request that School
Board approve modifications to the Investigation Budget.
(C) School Board agrees to reimburse Ocoee for one-half (1/2) of the costs
of conducting the Due Diligence Investigation up to a maximum reimbursement of$50,000.00;
provided, however, that School Board shall not be required to reimburse Ocoee for any
expenditures not included in the Investigation Budget. It is the intention of the parties that the
cost of the Due Diligence Investigation not exceed $100,000.00. Nothing contained herein
shall be construed to obligate flrn a to spend any monies on the Due Diligence Investigation or
to impose a maximum on the amount which may be spent by Ocoee.
(D) School Board agrees, at School Board's expense, to conduct such
internal studies and investigations of the Property as School Board may deem necessary to
determine the feasibility of utilizing the Property for the Intended School Board Uses.
(E) School Board will receive a copy of all reports obtained by Ocoee during
the course of the Due Diligence Investigation. Any such reports will be addressed jointly to
Ocoee and School Board so that both entities will be entitled to rely on such reports.
(F) It is agreed that, to the extent permitted by School Board policies, Ocoee
may, at its option, elect to piggyback on and utilize existing School Board contracts in order to
conduct the Due Diligence Investigation; provided, however, that Ocoee shall directly contract
with any such School Board vendors.
(G) During the Due Diligence Investigation, the City and School Board will
mutually agree on a preliminary master plan which conceptually locates the School Board Land
(as hereinafter defined) and the Ocoee Land (as hereinafter defined).
4. Termination Ritthtg.
(A) Ocoee, at is sole option, may elect at any time prior to Closing to
terminate the Purchase Contract.
008.181175.3 _3
(B) School Board, at its sole option, may elect at any time prior to a date
which is ten (10) days prior to the expiration of the Inspection Period (or 110-days from the
Effective Date of the Purchase Contract) to terminate this Agreement.
(C) In the event Ocoee terminates the Purchase Contract or School Board
terminates this Agreement pursuant to the provisions of this Section it is agreed that this
Agreement shall thereafter be null and void and of no further force and effect; provided
however, that School Board shall remain obligated to reimburse Ocoee for School Board's
share of the costs of the Due Diligence Investigation incurred or committed to be incurred by
Ocoee through the day after the date of notice of termination by School Board.
(D) In the event School Board terminates this Agreement pursuant to the
provisions of this Section, it is agreed that Ocoee, at its sole option, may elect to purchase the
Property pursuant to the Purchase Contract, free and clear of any claim or interest in the
Property by School Board.
5. Allocation of Acquisition Cal.. School Board agrees to pay to Ocoee at the
closing of the Property the sum of ONE MILLION EIGHT HUNDRED Spasm THOUSAND Two
HUNDRED SIX AND 50/100 DOLLARS (S1,816,206.50) (representing a price of$15,793.00 per
gross acre of land for 115 gross acres of land) plus fifty percent (50%) of the closing costs
which are paid by Ocoee in connection with the acquisition of the Property, subject to the
following conditions: (i) that Ocoee certify to School Board that the Property meets all
appraisal, survey, title and environmental requirements of Ocoee. Ocoee will pay the balance
of the purchase price for the Property and the balance of the closing costs due in connection
with the acquisition of the Property; provided, however, that Ocoee, at its sole option, may
seek grants and/or enter into agreements with third parties to pay all or any portion of the
balance of the purchase price which would otherwise be paid by Ocoee to Owner.
6. Master Plan: Transfer of Land to School Board.
(A) Within ninety (90) days from the date Ocoee closes on the purchase of
the Property, Ocoee and School Board will mutually agree upon the scope of services for the
preparation of a master development plan for the Property (the "Master Plan") and the budget
for the preparation thereof. Thereafter, Ocoee will contract for the preparation of the Master
Plan; provided, however, that said Contract shall be subject to the approval of School Board
and shall be within the agreed upon budget. School Board agrees to reimburse Ocoee for one-
half (1/2) of the cost of preparation of the Master Plan. It is agreed that Ocoee and School
Board may pursue, at their respective sole cost and expense, additional planning services not
included within the agreed upon scope of services for the Master Plan.
(B) The Master Plan will identify the portions of the Property which will be
retained by Ocoee (the "Ocoee [and") and the portions of the Property which will be conveyed
by Ocoee to School Board (the "School Board Land"). It is agreed that the School Board Land
will consist of 115 gross acres of land located within the portion of the Property identified as
"NW Parcel 1" and "NW Parcel 2" on the sketch attached as Exhibit "A" hereto; provided,
however, if the City and School Board mutually agree to develop the Propety with a master
008.181175.3
•
stormwater system, then this acreage may be reduced (but not the purchase price to be paid by
School Board pursuant to Paragraph 5 above) to the extent School Board requirements to use
land for stormwater ponds is reduced based on any such master stormwater system for the
Property. The School Board Land will not include undevelopable jurisdictional wetlands
adjacent to Lake Apopka unless specifically agreed to by School Board in its discretion. The
location of a 60-acre high school site (the "High School Site"), a 15-acre elementary school
site (the "Elementary School Site") and a 40-acre transportation and work force education
facility site (the "Transportation Site") will be specifically identified on the Master Plan. The
High School Site, the Elementary School Site and the Transportation Site will together
constitute the School Board Land. After providing for the School Board Land and, if
applicable, the beneficial use of a master stormwater system, the balance of the Property shall
be identified as the Ocoee Land.
(C) Following completion of the Master Plan, Ocoee will obtain a survey of
the School Board Land and the Ocoee Land. The Survey will be certified to Ocoee and School
Board. School Board will reimburse Ocoee for one-half (1/2) of the cost of obtaining such
survey.
(D) Following completion of the Master Plan and the surveys referenced in
Section 6(C) above and acceptance of the Master Plan and said surveys by Ocoee and School
Board, Ocoee shall convey and transfer to School Board marketable fee simple title to the
School Board Land for no additional compensation. In connection with the conveyance of the
School Board Land to School Board, Ocoee will convey the School Board Land by special
warranty deed, free and clear of all liens and encumbrances and subject only to (i) this
Agreement, (ii) those matters set forth as exceptions in the title policy in favor of Ocoee
obtained at the time of acquisition of the Property by Ocoee, (iii) such matters as may be
agreed to by School Board, and (iv) those easements and other matters as maybe called for in
the Master Plan. Ocoee and School Board will execute normal and customary closing
documents in connection with any such conveyance of the School Site. Ocoee shall provide
School Board with an owner's title insurance policy in favor of School Board insuring
marketable fee simple title in the School Board Land. All closing costs, including the title
insurance policy, shall be borne equally by Ocoee and School Board.
7. Annexation and 7BYjig
(A) Ocoee, at Ocoee's expense, will petition to annex the Property into the
corporate limits of the City of Ocoee.
(B) Ocoee, at Ocoee's expense, will apply for an amendment to the Ocoee
Comprehensive Plan which establishes underlying land use designations for the Property. It is
agreed that (a) the High School Site and the Elementary School Site will be designated "low
density residential", (b) the Transportation Site will be designated with a land use designation
appropriate for use as a transportation and work force education facility, and (c) the Ocoee
Land will be designated with land use designations consistent with the Master Plan. Ocoee
nos.1 en rs.a -5-
represents to School Board that a high school and elementary school are permitted on lands
with an underlying low density residential land use designation.
(C) Ocoee, at Ocoee's expense, will, if ne r:sary, apply for an amendment
to the Orange County/Ocoee Joint Planning Area Agreement (the "SPA Agreement") to amend
the Joint Planning Area Future Land Use Map so that it is consistent with the Master Plan, or
otherwise permits the use of the Property for the purposes and uses set forth in this Agreement.
(D) Ocoee, at Ocoee's expense, will apply for the establishment of initial
zoning classifications for the Property which are consistent with the Master Plan. Ocoee may,
at its option, elect to seek PUD zoning for the Property.
(E) During the course of the Due Diligence Investigation, the City and
School Board will on a cooperative basis jointly approach Orange County (the "County") in
order: (1) to seek support from the County for the purchase and development of the Property
as contemplated by this Agreement, (2) to obtain a commitment from the County to amend the
JPA Agreement to the extent needed to allow for the annexation of the Property into the City
and to allow for the land uses identified herein for the Ocoee Land and the School Board Land,
and (3) to contribute land owned by the County in the vicinity of the Property in order to
provide an additional access to the Property.
(F) School Board agrees to cooperate with Ogee in connection with the
foregoing applications and, if necessary, join in such applications as a co-owner or co-
applicant, as the case may be.
(G) Nothing contained herein shall be construed to obligate the City of Ocoee
to approve any of the foregoing applications, it being recognized by the parties that the
consideration of such applications are subject to public hearing requirements and all other
applicable procedures.
8. School Board Mission Statement for School Board Land.
(A) School Board is agreeing by this Agreement to acquire the High School
Site for the intended purpose of constructing a high school thereon; provided, however, that,
unless otherwise agreed to by the parties hereto, School Board will not commence construction
of a high school on such site prior to five (5) years from the date of this Agreement. While
School Board will reserve all of its legal rights as an owner of the High School Site, School
Board represents to Ocoee that it does not presently intend to resell the High School Site or use
it for any purpose other than as a high school along with uses reasonably related thereto.
School Board recognizes that Ocoee is entering into this Agreement and the Purchase Contract
for the primary purpose of facilitating the future location of a high school on the Property.
(B) School Board is agreeing by this Agreement to acquire the Elementary
School Site for the purpose of facilitating the location of an elementary school on the Property
or in the vicinity thereof. School Board may, at its option, elect to construct an elementary
school on the Elementary School Site or, alternatively to sell and/or swap the Elementary
-6-
008.181176.3
School Site in order to facilitate the acquisition of an alternate site in the vicinity of the
Property for the purposes of constructing an elementary school thereon. If School Board elects
to construct an elementary school on the Elementary School Site, it agrees that, unless
otherwise agreed to by the parties hereto, it will not commence construction of an elementary
school on such site prior to five (5) years from the date of this Agreement.
9. Authority. Each party represents and warrants to the other that it has all
necessary power and authority to enter into and consummate the terms and conditions of this
Agreement; that all acts, approvals, procedures and similar matters required in order to
authorize this Agreement have been taken, obtained or followed as the case may be; and that
upon execution of this Agreement by both parties, this Agreement shall be valid and binding
upon the parties hereto and their successors in interest.
10. Notice. All notices required or permitted to be given under this Agreement must
be in writing and must be delivered to School Board or Ocoee at its address set forth below (or
such other addresses may hereafter be designated by such party). Any such notice must be
personally delivered or sent by overnight courier or facsimile. Any such notice will be deemed
effective when received. The parties addresses for delivery of all such notice are as follows:
School Board: The School Board Of Orange County, Florida
445 West Amelia Street
Orlando, Florida 32801
Ann: Superintendent
Fax: 407/317-3750
Copy to: Frank Kruppenbacher, Esquire
P. 0. Box 271
Orlando, Florida 32802
Fax: 407/317-3341
Ocoee: City of Ocoee, Florida
150 North Lakeshore Drive
Ocoee, Florida 34761
Ann: City Manager
Fax: 407/6544885
Copy to: Paul E. Rosenthal, Esquire
Foley & Lardner
111 N. Orange Avenue
Suite 1800
Orlando, Florida 32801
Fax: 407/648-1743
t I. Attorneys Fees. Except as expressly set forth herein, each party shall bear their
own costs and expenses, including attorneys' fees and costs, arising out of or associated with
008.181176.3 -7
the negotiation of this Agreement and the Purchase Contract, the Due Diligence Investigation,
the closing of the purchase of the Property and the subsequent sale and development of the
Property or any portion thereof.
12. Amendment.
(A) This Agreement may be amended only by a writing, signed by both
parties.
(B) It is anticipated that it will be necessary to amend this Agreement prior
to the expiration of the Inspection Period in order to address (1) issues which may arise during
the course of the Due Diligence Investigation, (2) participation by School Board in portion of
the development costs for the Property, and (3) adjustments to the allocation of the land
acquisition costs to be paid by School Board pursuant to Section 5 hereof based on a final
survey of the acreage within the Property. The foregoing shall not be construed to obligate
either party to enter into such an amendment.
13. Severability. If any provisions of this Agreement are held to be illegal or
invalid, the other provisions of this Agreement shall remain in full force and effect so long as
each party substantially gets the consideration contemplated hereunder.
14. Successors and Assign's. This Agreement and the terms and conditions hereof
shall be binding upon and inure to the benefit of School Board and Ocoee and their respective
successors in interest.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
16. Memorandum of Agreement. School Board may require that a Memorandum
of this Agreement setting forth the interests of School Board in the Property be recorded in the
Public Records of Orange County. Florida,
17. Further Documentation. The parties agree that at any time 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.
18. Comuliance with City Charter. This Agreement, the Purchase Contract, and
the sale of the School Board Land to School Board have been approved by Ocoee at advertised
public hearings held pursuant to Section C-8(B)of the Charter of the City of Ocoee.
19. Effective Date. This Agreement shall be effective upon the day it is executed by
the last party to sign.
006.181175.3 -g
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
THE SCHOOL BOARD OF ORANGE
COUNTY, FLORIDA, a body corporate
existing under the Constitution and laws of the
State of Florida/
Attest://N�� � By. tc. 'rti' l�niu.A.r
Printed' /]F"NNis .n, saint Printed Name:B.FRT°N R.CASs,
As Its- 5UfFse #rgA ne r Title: CW$ tee n71AN'
APP OY,=n AI TO F09t�AND LEGALITY
CI- m, )2 e,, ,t /J< :y/c- tLIwa Date: t - (3_(O
r la. ... c::a.r, Of t:W
T _ tch •.I Go-L .• Or_oaa County, Fl
'fivrcha:a cr. G:ohtm, P.A.
Cau rscl
BY: e - vR
R. Mrc
T FLORID )
OUNTY OF ORANGE )
The foregoing instrument was acknowledge before me this/3 day of J(! 4 ..Q ,
2000, by Stine ,Q 0.4-RR/s/ , and attested to by ACM%5 4. 54i771- of
THE SCHOOL BOARD OF ORANGE COUNTY, FLORIDA, a body corporate existing
under the Constitution and laws of the State of Florida, who jibs personally known to me, or
who ❑ produced as identification.
X/9/41'
Notary Public
My commission expires:
Net K Spkze,
MY COMMON t CC32I9S4 E) 1 cS
March 29,2003
E.4€W MN YOYFUNMu5MKi v'C
006.181175.3 "9"
CITY OF OCOEE, a municipal corporation
existing under the laws of the State of Florida
Attest: By: c575;tt /
Printed ame: S. SCOTT VANDERG ,
As Its: Cn v C ,caw..k Mayor
Date: fuuf b 2000
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED TO FORM AND LEGALITY
THIS 6 DAY OFjvflc. , 2000
FOLE(LY & LARDNER J�/7
By: V , U `er't„'^`ot
City Attorney
STATE OF FLORIDA )
COUNTY OF ORANGE )
The foregoing instrument was acknowledge before me this tali day of MA Ng
2000, by S. SCOTT VANDERGRIFC and attested to by rig AN (4 ftAPTO iL , who
are the Mayor and City Clerk, respectively, of the CITY OF
OCOEE, FLORIDA. They are personally known to me.
an.:1 .,v
Notary Public M mkt cs S. Gans
Mycotrunission expires: Nbyt;Mngt µ, 2.De2.
e Wrn B Grew
4cemnirim CC711231
.,/g0yw No arrow 4.1007
-10-
006.181175.3
• EXHIBIT "A"
to Interlocal Agreement
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AREA OP TAKING _3530
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THE COCA—COLA COMPANY — FULLER'S CROSSING GROVE EXHIBIT
PREPARED BY CANIN ASSOCIATES, INC. POST CONDEMNATION CONDITIC