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Item 02 Approval of the Second Amendment to Agreement for Purchase and Sale between Wire Development LLC and the City of Ocoee for the Purchase of City-Owned Property at Crown PointAGENDA ITEM COVER SHEET Meeting Date: -P �._� Item Reviewed Contact blame: Scott Cookson Department Director: Contact lumber: 407-5 1-9800 City Manager. Rot } Background Summary: n September 21, 2021, the City Commission directed City Staff to proceed with contract negotiations following Wire Development's unsolicited offer to purchase the oity�owned property, On February 17, 2022, the City and Wire Development entered into an Agreement for Purchase and Sale. The Agreement was amended on August 16, 2022 to provide for an extension to the Inspection Period until December 15, 2022, The Buyer has requested an additional ninety day extension to the Inspection Period so that certain outstanding issues may be addressed including finalization of an Impact Poo Credit Agreement, obtaining emergency access to the property over property owned b Orange County, Florida and to allow the Buyer time to enter into an agreement with the School Board of Orange County, Florida related to certain roadway improvements on the <property, Issue: Should the honorable Mayor and the Board of City Commissioners approve the Second Amendment to the Agreement for Purchase and Sale dated February 17, 13 7 Staff respectfully recommends that the Honorable Mayor'and Board of City Commissioners approve the Second Amendment to the Agreementfor Purchase and Sale dated February 17 . Financial Impact: None Type of Item: (pleaso ,mark with are Y) Public Hearin car rtC' " Ordinance First Reading Consent Agenda Ordinance Second Rotiding Public Hearing Resolution Regular Agenda Commission Approval Discussion & Direction ri Original DocumenUContract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Assistant City Attorney Robin Cara e NIA This Second Amendment to Agreement for Purchase and Sale (this "Amendment") is entered into as of —, 2022 (the "Amendment Effective Date"), by and between the CITY OF OCOEE, a Florida municipal corporation, established under the laws of the State of Florida ("Seller") and WIRE DEVELOPMENT LLC, a Florida limited liability company (the "Buyer"). A. WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale dated February 17, 2022 (the "Original Agreement"), as amended by that certain Frist Amendment to Agreement for Purchase and Sale entered into by and between Seller and Buyer as of August 16, 2022 (the "First Amendment" and collectively with the Original Agreement, the "Agreement") with respect to the sale of certain Property as more particularly defined in the Agreement; B. WHEREAS, The School Board of Orange County, Florida, a public corporate body organized and existing under the Constitution and laws of the State of Florida (the "School Board") is the fee simple owner of certain real property located in Orange County, Florida, which is more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "School Board Property"), which School Board Property is located adjacent to the Property; C. WHEREAS, the School Board is in the process of developing and constructing certain improvements on the School Board Property and, in connection with the development and construction of such improvements (the "School Board Improvements"), Seller agreed to grant to the School Board temporary construction and access easements (the "School Board Easements") to install and construct an access roadway (the "Roadway Improvements") and utilities and drainage improvements (the "Utility Improvements") upon portions of the Property, which School Board Easements are in the form and content attached hereto and incorporated herein by this reference as Exhibit B (the "Current School Board Easements"); D. WHEREAS, based upon Buyer's approved preliminary site plan for the Property, which is attached hereto and incorporated herein by this reference as Exhibit C ("Buyer's Site Plan"), the School Board Improvements conflict with certain improvements shown on the Buyer's Site Plan; E. WHEREAS, Buyer is willing allow the School Board to install and construct the School Board Improvements upon portions of the Property, so long as the School Board Improvements comply in all respects with the terms and conditions of this Amendment. R sufficiency of acknowledged, and Buyer agree as follows: 1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. 2. Recor - ding of Easement. Upon approval of this Second Amendment, Seller shall be permitted to record the Current School Board Easements in the Public Records of Grange County, Florida. 3. Relocation and Redesign of School Board Improvements. Seller agrees and acknowledges that, on or before Closing, Seller shall be obligated to cause the School Board Easements to be revised (the "Revised School Board Easements") and relocated to the area (the "Revised Easement Area") generally shown on the plan attached hereto and . i 1 6 orated herein b referenced as Exhibit D (the "Revised Roadwa P f sot at ! ! �. 'r t• is ! . . # • • � `• i ii. r School4. ! • Easements, Seller . • Buyer acknowledge th.upon the completion of •! Board Improvements,School Board Revised School Board Easements, as applicable, will terminate and expire on the date of Improvements become a public road (the "Access Easement Termination Condition") and upon the recordation of easements in favor# utility and recordation of a permanent drainage easement in favor of the Seller and Buyer as to the drainage outfall easement (the "Temporary Easement Termm*ation Conditions). In the event that ' Temporary Easement Ternimiation• • • and Access Easement entitledTermination Condition have not been satisfied as of n in such event, Buyer shall be t • • • period • #, i Closing,sixty 60; days following the 0 originally -• Closing to permit the satisfaction of the Temporary Easement Termination Condition and Access Easement Termination Condition. 6: Im-oact Fee Credits, The last sentence of Section 7 of the Agreement is hereby deleted in its entirety and replaced with the following: 7•- Period. The Inspection Period as defined in Section 11 of the Agreement and as amended by the First Amendment is hereby • to the earlier of (1) 11 159 p.m. Eastern Time on March 15, 2023; (11) three (3) business days • the later of (a) final approval of the School Board Agreement as set forth in Section 5 above (or the date in which the School Board notifies Buyer and the City that the School Board will not 3 enter into the School Board Agreement), or (b) approval of the Impact Fee Agreement as described in Section 6 above (other than agreement on the specific amount of the impact fee credits). & Outside Closinp- Dat . The Outside Closing Date set forth in Section 15 of the Agreement is hereby amended to be December 15, 2023. 9, Emer2encv Access, To the extent that Buyer's development of the Property for the Intended Use requires emergency ingress, egress and access points as part of the Buyer Required Approvals over property owned by Orange County, Florida (the "County"), then in such event, Seller agrees to use good faith efforts to assist Buyer in obtaining, prior to Closing, all such easements, fully executed and in recordable format, in a form and content reasonably acceptable to Buyer; provided, however, that receipt of any such easements shall not be a condition to Closing. 10. Ratification. Except as modified hereby, all terms and conditions of the Agreement are hereby ratified and confirmed and remain in full force and effect. In the event of any conflict between any to set forth in the Agreement and this Amendment, the terms of this Amendment shall control. 11. Countervaits/Facsimile� This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same document. Execution and delivery of this Amendment may be accomplished via electronic transmission. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 9 IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment to be duly executed as of the Amendment Effective Date. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE. APPROVED AS TO FORM AND LEGALITY THIS — DAY OF 3 20—i Scott A. Cookson, City Attorney Offifflm CITY OF OCOEE, FLORIDA, a Florida municipal corporation By: Name: Title: Date: APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 20— UNDER AGENDA ITEM NO—. m am tie") v tq m a I I 1 #4IF. Im u I• By: Holly Collins -Garcia, Manager Exhibit A Legal Description of School Board Property The land referred to herein below is situated in the County of Orange, State of Florida, and is described as follows: A PARCEL OF LAND LOCATED IN THE SOUTHEAST 1/40F SECTION 1, TOWNSHIP 22 SOUTH, RANGE 28 EAST, THE SOUTHWEST 1/4 OF SECTION 6, TOWNSHIP 22 SOUTH, RANGE 28 EAST AND THE NORTHWEST 1/4 QUARTER OF SECTION 7, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA. SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: OF TANGENCY; THENCE SOUTH 89'4t'40" WEST, 55.21 FEET TO THE POINT Exhibit B fi mr-P, d- K-?,Sf f f ckllff—, Scott PREPARED BY: SkiEi . WITNESSETH: WHEREAS, Cmntor is the owner in fee of that certain real property located in Orange County, Florida, more particularly described on Exhibit "A7' attached hereto and by this reference -incorporated herein (the "Grantor Property); and WHEREAS, Grantee is the owner in fee simple of that certain real property located in Orange County, Florida, more particularly described on Exhibit "B" attached hereto and by this reference incorporated herein (the "Grantee Pr,. and WHEREAS, Grantee Property and pursuant thereto and concurrent herewith Grantee requires a construction and access easement to install and construct an access roadway, utilities, and drainage improvements a in support of the Grantee Property; WHEREAS, Grantor is granting to Grantee a temporary easement over a portion of public access to Grantee Property from Ocoee Crown Point Parkway, as more particull the specific R limited purposes # � #i � • # w # ,91 s ! y WON (the"Temporary.'#" becomes 7. Obligations of the Parties. The Parties acknowledge and agree that any rights granted hereunder shall be exercised by the Parties only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, pertnits and approvals, and any fliture modifications # r . Beneficiaries of Easement Rights. The Temporary Easements set forth in this Agreement shall be for the benefit and use of Grantee, Grantor and their successors *in title and assigns, and their agents, employees, consultants, representatives,, contractors (and their subcontractors,employees .. ',. r e 'licensees, invitees. Binding 9. Effect The terms and provisionsof Agreement burdensupon and inure to the benefit of Grantor and Grantee and their s uccessors and assigns. benefits and land and be appurtenant thereto, with the effe shallbe entitled to the benefitsand be bound by the burdens hereof. F an agreement in MSFAIg W, uxvcumjlWilt L Uld parcels and thereafter duly recorded in the Public Records of Orange County, Florida. • to this Agreement shall not be binding upon any of the parties hereto unless amendment is in writing and executed by the authorized representatives of all parties to Agreement. 11. Waiver. No failure of any party to exercise any power given hereunder or t insist upon strict compliance with any obligation specified herein, and no custom or practicerr variance with the terms hereof, shall constitute a waiver of that party's right to demand strdict exact compliance with the terms hereof. Noffiing herein is intended to be, nor shall be d an implied waiver of any legal right a party may have, and a waiver of legal rights, if any, in only be effective pursuant to an express written provision of this Agreement Further any � 'MY express waiver shall be limited by, and strictly construed in accordance with, the terms of th • containing the waiver. 14. Notice. Any notice demand, request, consent, approval, designation, or other communication made pursuant to this Agreement by one party to the other party shall be in writing and shall be given or made or communicated by personal delivery (including courier service)., or by United States registered or certified mail, returned receipt rNuested, addressed, to 71 at fiffffl� shall have the right to use and enjoy the easement area in any manner not inconsistent with the easement rights created herein. 22. Effective Date. The Effective Date of the Agreement shall be the last day that this Agreement is signed by either Party. 23. Miscellaneous. The section headings in this Agreement are for co i CS L71, �TW=Lu paruivrs or pulf-vo 01 SWI7 Irk-w-RUS TUCYIC; TWT we 410034 obligations of the other. II IF 11 11INIIIELI[ Z�� IN WITNESS WHEREOF, the Grantor has executed this Easement on the day and year first above written. •• tin our Presence - s a Florida municipal cep n By: UST JCS ,� r .... ayor } tests AA FORM AND LEGALITY this - gn day of 2022. low CERTIFY I HEREBY day, before me, an officer duly authorized in the } • County aforesaid to take acknowledgements, appearedonline notarization, personally RUSTY JOHNSON and MELANIE SIBBITT known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida of two subscribing witnesses freely and voluntarily under authority duly vested in them by said IS ! Sipa4e NotaryyPllil� Type, Print or Stamp Name of Notary Public Personally Known � OR Produced Identification Type of IdentificationProduced: GranteeIN WITNESS WHEREOF, the has executed this Easementday and year first above a ESCHOOL BOARD OF OR COUNTY, FLORIDA,a •,## y corporate and po# of Florida m Teres S, as Chair STATE OF FLORIDA SA® COUNTY OF ORANGE ORM!"h000rMoalroo rTangff"�offlV, o�nd�eapui)ticcorporateDoayorgani clanclexistinP the Constitution and the laws of the State of Florida, on behalf of The School Board. She is personally known to me or has groduced (type of identification) as identification. '---NOTAtCY PL43LrC OF FLORIDA Print Name. /74,7, CW ccway. ,. de AFFIXCommission No.. t, ) S 7, M# STATE OF FLORIDA ) S.&: COUNTY OF ORANGE Board, She is personally known to me or has pr! identifica"u-b-n-Ta-s-1 �enft ic=o= Reviewed and approved by Orange County Public School' g Chief Facilities Officer -- /— Rory A.,41imbene Acting Chief Facilities Officer Date; 2022 IMMMM-Wri NPUMV0 W"Y'll P-9-M f$111YA MM-- -X _ _,4_ Commission No.: --- Expires: Approved as to form and legality by legal IBM* Christophe son, Esq. Date: 2022 M 0 The land referred to herein below is situated in the County of Orange, State of Florida, and is described as fellows: k In y ? ?z:* » » d: w»« * >: y ■? y « :<�+ 2f ■id »e. < « «»*kt ? ? ?!< 2 ce« :«,» ,*+<#d»«�w d««±»■« w w« » *«< «.«??#y:� »«:w,:« »»«: w .!»»§« ■»<»®°: � « ©�-�� L 4><°:©© <«# ±<»4«# ■» �_»<< »» .<t<±+»� ,:» &•< ,«f<� 2 ^©-«° <»» »■«< »:*© +« d #2 d�> « f � <: ? ■<:!2 »; »#f «� <w>,,v ««< < ■\ «�« :£I* < :»»«, <f�# «#fd:�222:«.» ?d?d ■2y±< d»«!2««#fd§*<-<»<m w»?»<»#<� y»»4 <2«�2v a «1<2f» 4<± «©+«c »■ d«w » � f?■2« » � t«■d »:±«?±2y22<±»±»?»»#»«x<t� »\d»«?2±»#»? 22»±f? ?§?f:» » # ? »,»?»#<<I»w: �»# m».!■;y°©:».»< :?«2�«© <»*� «<� <<»<;dye <■>2»2#22 #»2<?»<»� ?. LEGAL DESCRIPTION - THAT PORTION OF LAND, LING IN SECTIONS 6, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY,, FLORIDA, BEING MbkE PARTICULARLY DESCRIBED AS FOI-LOWS SAJD LANDS CONTAINING 0.530 ACRES MORE OR LESS. LANDS SUBJECT TO RIGHTS -OF -WAYS. EASEMENTS OR AESTRICTiONS ON RECORD IF ANY. NOTES. 1, THIS SKETCH AND DESCRIPTION IS NOT A BOUNDARY SURVEY. 2. SURVEY MAP AND REPORT OR THE COPIES THEREOF ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. .3. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS OF WAY, EASEMENTS, OWNER9HIP.'AND/OR OTHER INSTRUMENtS OF RE -CORD, 4. REVISIONS DO NOT CONSTITUTE A RECERTIFICATION OF THE EXSmNG FIELD C044DMONS OF THIS -SURVEY 5. BEARINGS SHOWN HEREON ARE ASSUMED AND 13ASM ON THE SOUTH LINE OF -ME SOUTHWEST 1/+ OF SECTION 6 ' TOWNSHIP V. SOUTH, RANGE 28 EAST, AS BEING NORTH 69- 44 OZ' EAST. 6. THE DESCRIP-nON SHOWN HEREON WAS PREPARED BY THIS SURVEYOR. SKETCH OF DESCRIPUN JOB NUMSEK: 0623"01-12 In SHEET 1 OF 2 DATE. SKETCHLEGAL DESCRIPTION —A L =LENGTH R = RADIUS A =DELTA CHORD OR CHORD BIN R/W =RIGHT OF WAY OIRIE = OFFICIAL RECORDS 806K { = DEED MEASURED (c) = CA LCULATE D PG(S) =PAGES(S) I ' 't'DO' L =NOWTANGtNTLJNE C =N -TANGENT CURVE P.O$ = POINT OF BEGINN ING O aO ADD PR.0 a POINT OF COMMENCEMENT 200 PC = POINT OF CURVATURE GPAPHIC SCALE PT =POINTOFTANGENCY CDR=CQRNER SEC =SECTION TWP TOWNSHIP AGE =RANGE'pp11 I �df Iy ORANGE COUNTY R =23 9. 3°(47) .:PARCEL ID NO. 06-22-28-5.t�.a9(j• + ST . , LANDS NOW OR.FORMERLY OFF A= V13`13'(C). BOUNDARY UNE N15° 51' 2T 51,8` Em CITY OF OPOEE C 50> °(C) CIS= 3'2 5 E( ) 5° 59' WE NTC NORTHERLY Y BOUNDARY tlr LINE rn u� S- w- Ail i EAST, ORANGE COUNTY� FLORIDA S. LINE SW. 1/4 SEC: 5, TWP. 22 S., RNG, 28 E. ^W_ LINE N, , 114 SEC, 7+ P. 22 5. RGE. 25 E. Im I PREPARED Scott Cookson • •CONSTRUMON AND eemenif �-- a •. ;! lv:r�11IIIIIIIIIIIIIIIIIIIII I Agreement shall be tor the benetit and use of Urantee, urantor ana trierr successors in title assigns, and their agents, employees, consultants, representatives, contractors (and their subcontractors, employees and materialmen), licensees, guests, invitees. 9. Binding Effect. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their successors and assigns. The benefits and burdens hereof shall run with the land and be appurtenant thereto, with the effect that any person or entity which acquires an interest in the Grantee Property or the Easement Area shall be entitled to the benefits and be bound by the burdens hereof. 10. Amendment This Agreement may be amended or modified at any time only by an agreement in writing mutually agreed to, executed, and acknowledged by all owners of both parcels and thereafter duly recorded in the Public Records of Orange County, Florida. Any amendment to this Agreement shall not be binding upon any of the parties hereto unless such amendment is in writing and executed by the authorized representatives of all parties to this Agreement. 11. Waiver. No failure of any party to exercise any power given hereunder or to jjZUpjfled-4,ereij, , a4ja--gu - ca 14 gr a waiver TY Sly icgui n I a wLY Maj- Ilave, allj_ 1,10,161MA 'It oo 0 only be effective pursuant to an express written provision of this Agreement. Further, any such express waiver shall be limited by, and strictly construed in accordance with, the terms of the provision(s) containing the waiver. 12. Severability. If any provision, or a portion thereof, of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid, inoperative or unenforceable, the remainder of this Agreement or the application of such provision, or portion thereof, to any persons or circumstances shall not be affected thereby and the remainder of this Agreement shall be given effect as if such invalid, inoperative, or unenforceable portion has not been included-, such invalid, inoperative, or unenforceable provision, or portion thereof, or the application thereof to any person or circumstances, shall not be given effect. 13. Governing Law, Jurisdiction and Venue. This Agreement� and all extensions, renewals, amendments, supplements,, and modifications thereto, and all questions relating to the validi i=-jjr=t tzxce, or enforcement thereof shall be nstnie-& SIM lw��M ROOM 1. in connection with this Agreement shall be brought in the Circuit Courts of Orange County, Florida, or, if appropriate, the United States District Court for the I�Iiddle District of Florida, Orlando Division. a r # # +ASOCIEW J LUC # casement rights created 22. Effective Date. The Effective Date of the Agreement J y that this Agreement a, + signed Party. 23. Miscellaneous. The section headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement; and shall not be considered in any construction or interpretation of this Agreement or any part hereof. Where the sense of this Agreement a any reference . # term in the singular deemed pluralinclude the 1R y said term, and any reference to # term in the plural shall . deemed to include the singular of said term. Nothing in this Agreement shall be construed to make the Parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations + pq �x 11y: IN WITNESS WHEREOF, the Grantor has executed this Easement on the day and year first above written. "FIVIPM0 mmi in our Presence: Print N e: Witness oil 1-0-0 1:79,-MV T.-CA, nrMU AS TO FORM AND LEGAUTY this _2L*>r day of Jr!gt- -T klif , otVIrS71 E STATE OF FLORIDA GRANTOR: CITY OF OCOEE, a Florida municipal corporation By: FUSTYJQ Mayor -o Attest: L IE SIBBITT' City Clerk R&I My 111102"11191 A, 1#10110 a] tlway—"010 111MV VM114 I HEREBY CERTIFY that on this day, before me, an officer duly authorized 'in the State and County aforesaid to take acknowledgements, by means of _.,,/ physical presence or online notarization, personally appeared RUSTY JOHNSON and MELANIE SIBBITT well known to me to be the Mayor and City Clerk, respectively, of the CITY OF OCOEE, a Florida municipal corporation, and that they severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily under authority duly vested 'in them by said municipality. . . . . . . . . . . . . . . . . . . . . . . . . of Notary Public Notary Public Personally Known OR Produced Identification Type of Identification Produced: _ IN WITNESS WHEREOF, the Grantee has executed this Easement on the day and year first ab*ve written. Prtnt,� ame: PrVinta&e�:?��-IL STATE OF FLORIDA ) S.S.: COUNTY OF ORANGE THE SCHOOL BOARD OF ORANGE COUNTY, FLORIDA, a body corporate and political subdivision of the State of Florida By: Date-__42r- The foregoing instrument was acknow 7ged before me by means of ET"physical presence or 0 online notarizatim this.,a- day of 2022, by Teresa Jacobs, Chair of M t The School Board of Orange County, Floridla,pdu-blic corporate body organized and existing under the Constitution and the laws of the State of Florida, on behalf of The School Board. She is personally known to it or has produced (type of identification) as id-e-nIffication. 1h UNIT MIX Minot "Y-., 1 wn'!�an ��l vv e r wr ..r sv •.v •a++ nv.e ams auv 1 1 11 ‘44 L. O ... ��• �,,. fi `.5* �, 0 I • ' ies�as Ili . •y; :. 41 N..I • • I• • ?' .� coYMn riiiii .e.wv $ N '\, , ' 1Q -I ...HARM giOk - * ' F7, -- Fr \\/ IEEI '.'k•4,A....).. il.74:,:.e•A-\''•L''''''II •.'1 F... / fN.• H•[/ Hur.c•• MKY .,, Iro • 4� 'P•a•'fy -�4 -- - NOTE THE ROAD AND PARKING •t AREAS ARE NOT UPDATED PER THE - i• LATEST CIVIL PLAN.THIS DOCUMENT Will BE ADJUSTED ACCORDINGIN TO MATCH THE CIVIL PLAN