HomeMy WebLinkAboutItem #07 Approval of Purchase Agreement with Bright House Networks, LLC for Maguire Road, Phase 5, Right-of-way
: FOLEY
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
AGENDA ITEM COVER SHEET AND STAFF MEMORANDUM
Meeting Date: May 18, 2010
Item # '1
Reviewed By:
Contact Name:
Contact Number:
Paul E. Rosenthal,
City Attorney
Department Director:
City Manager:
~-~
Subject: Maguire Road Phase 5 ~ Parcels 101 and 103 I Purchase from Bright House
Networks, LLC
Background Summary:
The City has been acquiring right-ot-way tor the construction ot Maguire Road Phase 5 Project.
Bright House Networks, LLC owns land on Maguire Road, a portion ot which is needed tor the
project. Brighthouse has agreed to convey the right-ot-way land (Parcels 101 and 103) to the City
under threat ot condemnation tor a purchase price ot $86,400. However, it has not been necessary
tor the City to tile an eminent domain lawsuit against Brighthouse or incur the expenses which
would normally be associated with such an action.
Attached hereto is a Memorandum trom Mary Solik which addresses the valuation ot Parcels 101
and 103.
\
Brighthouse has executed the attached Purchase Agreement. The City Attorney and City Engineer
recommend approval ot the Agreement.
Issue:
Should the City Commission approve the Purchase Agreement tor Maguire Road Phase 5 Parcels
101 and 103 with Bright House Networks, LLC?
Recommendations
It respectfully is recommended that the City Commission approve the Purchase Agreement for
Maguire Road Phase 5 Parcels 101 and 103 with Bright House Networks, LLC and authorize
execution thereot by the Mayor and City Clerk.
Attachments:
1. Memorandum dated April 14, 2010 from Mary D. Solik
2. Purchase Agreement with Bright House Networks, LLC
LA_1538636.1
Financial Impact:
Funds to complete the purchase are available in the budget tro Maguire Road Phase 5.
Type of Item:
D Public Hearing
D Ordinance First Reading
D Ordinance First Reading
D Resolution
D Commission Approval
D Discussion & Direction
For Clerk's Deal Use:
D Consent Agenda
D Public Hearing
D Regular Agenda
xxD Original DocumenUContract Attached for Execution by City Clerk
D Original DocumenUContract Held by Department for Execution
Reviewed by City Attorney Paul Rosenthal
Reviewed by Finance Dept.
Reviewed by City Engineer
LA_1538636.1
D XX
D XX
D XX
Law Offices of John L. Di Masi, P.A.
ATTORNEYS AT LAW
80] N. Orange Avenue
Suite 500
ORLANDO, FLORIDA 3280]
JOHN L. OJ MASI, Esquire
MARY DOTY SOLII(, Esquire
FRANK LACQUANITI, Esquire
TIFFANY MOORE RUSSELL, Esquire
WENDY SHAY TEMPLE, Esquire
TELEPHONE
(407) 839-3383
FACSIMILE
(407) 839-3384
E-MAIL: msolik@orlando-Iaw.com
MEMORANDUM
TO: Paul Rosenthal, Esq.
City Attorney, City of Ocoee
FROM: Mary D. Solik JjJ)7
Law Offices of John L. Di Masi, P.A.
DATE: April 14, 2010
RE: Maguire Road Phase 5: Bright House Contract
You have forwarded to me a Purchase Agreement executed by Bright House Networks,
LLC for the purchase, by the City ofOcoee, of Parcels 101 and 103. These parcels are
right-of-way parcels needed for the construction of the Maguire Road Phase 5 Project.
The two parcels are strip takings along the Maguire Road frontage of the Bright House
customer service center.
The City had the property appraised by Dan DeRango in July 2006. Mr. DeRango's
value conclusion as of that date was $83,063 based on a $6.50 per square foot price.
This appraisal amount included the value of site improvements within the part taken as
well as small amounts for costs to cure. We negotiated with Bright House over a period
of several years. In the spring of 2009, Bright House verbally agreed to convey the
property to the City for a square foot price of$7.50 which was consistent with more
recent appraisals obtained by the City for adjacent properties needed for the project. This
resulted in a purchase price of $86,400, the price set forth in the contract executed by
Bright House.
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") is made and entered into this _
^A ';lolD
day of I v l (,(.7 ~ by and between BRIGHT HOUSE NETWORKS, LLC, a
foreign limited liability company, whose address is clo Sabin, Bennant & Gould, LLP,
Four Times Square, 23rd Floor, New York, NY 10036 (hereinafter referred to as the
"Seller"), and the CITY OF OCOEE, a Florida municipal corporation, whose address is
150 North Lakeshore Drive, Ocoee, Florida 32761 (hereinafter referred to as the "City").
WIT N E SSE T H:
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 "Right-of-Way"); 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 Maguire Road Phase V Widening
Project (the "Project") and in connection therewith needs to acquire from the Seller fee
simple title to the Property for roadway purposes; 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, the City intends to use
its power of eminent domain to condemn its required interests in the Property; and
WHEREAS, Seller, under threat of condemnation, has agreed to sell the Property
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.
ORLA_ 423062.2
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 Property. 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 Right-of-Way, together with all tenements, hereditaments,
improvements, structures, fixtures, trees, shrubbery, roads and easements, appertaining
thereto and all of the Seller' right, title, and interest therein. The Seller shall convey to
the City marketable, fee simple title to the Right-of-Way 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 Right-of-Way,
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 (before or after vacation
thereof, and whether previously abandoned or vacated or hereafter abandoned or
vacated).
3. Purchase Price. The Purchase Price for the Property shall be EIGHTY
SIX THOUSAND FOUR HUNDRED DOLLARS AND NO/toO DOLLARS
($86,400.00) (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
2
ORLA_ 423062.2
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 on the Property, all of which may 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, including but not limited to attorneys' fees and appraisal fees.
4. Closin2: Costs~ Tax Proration. The City shall pay all closing costs
associated with this Agreement, including all recording fees and documentary stamp
taxes 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 Se1ler and shall be escrowed in accordance with the provisions of Section
196.295, Florida Statutes.
5. 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
(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.
6. Closin2:. Closing of title for the Property shall take place at the offices of
Foley & Lardner LLP, 111 North Orange Avenue, Suite 1800, Orlando, Florida ~
W,fA.,~ 30 ~s frv~ tIv Efh:.~h~ Pd<.
bdo!'- Sef'tcluD....! ]0, 200~. The City's legal counsel shall be responsible for the
preparation of all closing documents, at the City's expense.
3
ORLA_ 423062.2
7. Additional Documentation. In connection with the conveyance of the
Property the Seller shall execute such 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.
8. Condition of the Property. Seller makes no representations or warranties
as to the condition of the Property.
9. 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 fonn 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.
10. 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 perfonnance.
11. 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.
12.
Agreement; Amendment.
This Agreement constitutes the 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.
4
ORLA_ 423062.2
13. Applicable Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Florida.
14. Disclosure of Beneficial Interest. Contemporaneous with the execution
of this Agreement, Seller shall deliver to the City a public disclosure of its beneficial
ownership which shall comply with the requirements set forth in Section 286.23, Florida
Statutes. This Agreement constitutes a written notice from the City to Seller requesting
the foregoing disclosure and infonning Seller that such disclosure must be made under
oath, subject to the penalties prescribed for perjury.
15. Successors and Assi2ns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their respective legal representatives, successors, heirs
and assigns.
16. Ne20tiated 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 inadmissible in any condemnation proceedings
which might hereinafter be brought if this transaction is not closed for any reason
whatsoever.
17.
Time for Acceptance.
The Seller is irrevocably executing this
Agreement prior to approval by the City; provided, however, that in the event the City
,N14.7 30,J.tJl(),
does not approve and execute this Agreement on or before J I:ll) :B, :l889--, then the
Seller's execution hereof shall be automatically tenninated and the City shall
immediately return to the Seller the executed originals hereof.
5
ORLA_ 423062.2
18. Effective Date. The Effective Date of this Agreement shall be the date
that it is executed by the City and such date shall be inserted on the front page of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, to become effective as of the date and year first above written.
SELLER:
Signed, sealed and delivered
. be presence of:
,~...U-(
BRIGHT HOUSE
foreign limited Ii
,"'\ii~;:~ GAIL STEVENS
':~ MY COMMISSION # DO 731433
JlJ EXPIRES: November 5, 2011
I "t"",.' e 0 b' . rs
S
- ~ - -
in the presence of:
CITY:
CITY OF OCOEE, a Florida municipal
corporation
By:
S. Scott Vandergrift
Mayor
Attest:
Beth Eikenberry
City Clerk
[AFFIX SEAL]
Executed on:
~~/)ID
,
For use and reliance only by the City of
Ocoee, Florida. Approved as to form and
legality this _ day of
~.QolO
6
ORl.A_ 423062.2
By:
Name: P~J I <<Zi Ildf~~1
AgfJi~taRt City Attorney
Foley & Lardner LLP
ORLA_ 423062.2
7
e
PARCEL #101
DESCRIPTION:
A portion of 0 Parcel of land as described in Official Records Book 6851, Pages 3912 through 3914, in
the Public Records Book of Orange County, Florida, being more particularly described os follows:
Commencing at the Southeast comer of the Northeast 1/4 of the Southeast 1/4 of Section 1 9,
Township 22 South, Range 28 East, Orange County, Florida thence along the Soutti line of the Northeast
1/4 of the Southeast 1/4 of said Section 19 also being the Northerly line of aforesaid Parcel,
S88"SO'4B"Wa distance of 164.03 feet to a point on a curve concave to the Southwest having a radius
of 591.00 feet, 0 central angle of 23"43'31 and a chord bearing and distance of S38"21'OS"E, 243.00
feet, said point also being the POINT OF BEGINNING; thence deporting said Northerly line olong the arc of
said curve 244.74 feet to a point on the Southerly line of said Parcel; thence along said Southerly line
N74'33'1B"W, 0 distance of 13.50 feet to 0 point on a curve concave Southwesterly having 0 radius of
550.27 feet, a central ongle of 25"29'02" and 0 chord bearing and distonce of N39"4S'1S'W, 242.73 feet
said point olsa being a point on the Northerly right-of-way of hAaguire Rood; thence along said
right-of-way and the arc of soid curve 244.75 feet to 0 point on the Northerly line of aforesaid Parcel;
thence olong said Northerly line NB8"50'48"E. a distance of 17.47 feet to the POINT OF BEGINNING.
Containing 2,476.B1 square feet, more or less.
SURVEYORS NOTES:
1. This Sketch of Description was performed without the benefit of on abstract, title oplnlan or title
insurance. A title seorch moy reveal additional information affecting the parcel os shown.
2. I hereby certify thot this Sketch of Description of the above described property is true and correct to
the best of my knowledge and belief os recently drown under my direction and that it meets the
hAinimum Technical Standards or Land Surveying ch. 61G17-6 requirements. Dimensions ore shown in feet
and decimols thereof. '
3. Not valid without the signature and raised seal of 0 Florida licensed surveyor and mapper.
4. Bearings shown hereon ore based on the South line of the Northeast 1/4 of the Southeast 1/4 of
Section 19, Township 22 South, Range 2B East, Orange County, Florida, being S88"50'48"W.
NOTICE OF UABIUTY: This survey is certified to those individuals shown on the foce thereof. Aziy other
use, benefit or reliance by .any other party is strictly prohibited and restricted. Surveyor is responsible
only to those certified and hereby disclaims any other liability ond hereby restricts the rights of any
other individual or firm to use this survey, without express written consent of the surveyor.
Sketch & Description
FOR
Dote:
Job No.:
45800082
Scole:
Not to Scale
oou. ~,.._
SOUTHEA.S'I'ERH SURVEYING at WAPPIHG CORP.
. 6500 All American Bouleverd
Orlando. Florida 32810-4350
(407)292-6580 fax( 407)292-0141
em : info~sou eas urve' .~om
June 22, 2005 DC
City of Ocoee
CH. 61C17-6, Florida AdmlnlstrGtM
Code require. that a 10001 description
drawing bear the notation that
THIS IS NOT A SURVEY'.
EXHIBIT "A"
Page 1 of 4
SHEE:T 1 OF 2
SEE SHEET 2 fOR SKETCH
110.4245
SKETCH OF 0
/'
RIPT/ON
e
/"
/
/"
SOtml UHE OF
HE 1/4 OF
SE 1/4 OF
Sf"CTJON 19,
T'IWP 22 S,
RNG 2.8 f"
P/L S88"50'48"W
164.03'
~
~
o ~-o
.~ ~~~d?~
crs,~~~~~
. -o~!'cb
~<<c: '0
~ ~
~
~
NOT TO SCALE
Drawing /110.<15800082
Dole: 06/22/2OOS DC
Sheel 2 of 2
S.e Sheet 1 for Description
&: Surveyorw Report
AB6REV1ATlONS
TWP '" TOWNSHIP
RGf" - RANGE
R '" RADllJS
" '" DElTA
L '" LENGTli
C6 = CHORD BEARING
CH '" CHORD LENGTH
R/W .. RIGI-rr-OF-WAY
ORa .. O/11C1AL RECORD BOOK
PC '" POINT OF CURVATURE
PT .. POINT OF TANGENCY
p/l - PROPERTY UN(
LOT 1
ffi~~~
~1-61O
.~~BN
~~ww
Q:V)~
0...<
ZOQ:
k. W -.t- .
o :I: ........i!:
...1-....5
%"'1-0
-0 V)
~Q:~N
wj!:N
Z~a...
Q:o-
0V):t:
U V)
Z
I-W~
VI~O
~ I-
~l:5
~
o
V)
LOT 2
L=244;74' ~
R=S91.00' ~
ll=23"43'37'. -~~
C8=S3S" 21 'OS" E -- ~ \
CH=243.00' ~.. ~
-....~
-10 <2 '" .~
L=244.7S" ~ . '1=-
R=SSO.27' ~)- ?
fj =25'29'02"
C8=N39'4S'13"W
CH=242.73'
EXHIBIT "A"
Page 2 of 4
N74" :r: UNE. ~
33' 78" sOUTHEAS'rERN SUR~ 6: ),lAPPINC .cORP.
. 7.3 SQ' W 6500 A.ll Amencan Boulewrd
. Orlando, Florida 32810-4350
.1 (4.o7)~92-B5BO fax( 407)292- 0141
emaiJ: infothoutheaslernsurveying. com
e
PARCEL #103
DESCRIPTION:
A portion of a Parcel of land os described in Official Records Book 6893. Pages 2386 and 2387, in the
Public Records Book of Orange County, Florida, being more particularly described os follows:
Commencing at the Southeast comer of the Northeast 1/4 of the Southeast 1/4 of Section 19,
Township 22 South, Range 28 East. Orange County, Florida thence along the South line of the Northeast
'/4 of the Southeast 1/4 of said Section 19 also being the Southerly line of said Parcel, S88"SO'48"W 0
distance of 1 64.03 feet to the POINT OF BEGINNING; thence continuing along said Southerly line
S88'SO'48"W, a distance of 17.47 feet to a point of curvature. of 0 curve concave Southwesterly having a
radius of 550.27 feet, a central angle of 1 5'12'25" and 0 chord bearing and distance of N60"05'56" W,
145.62 feet, said point also being 0 point on the Northerly' right-of-way of Maguire Road; thence
Northwesterly along said right-of-way and the ore of said curve 146.05 feet; thence deporting said curve
N6742'14"W. a distance of 154.40 feet to 0 point on the Northwestern most line of said Parcel; thence
along' said line N75'14'O,DE, 0 distance of 26.36 feet; thence deporting said line S6716'2;E, a distance
of , 20.55 feet to 0 point of curvature of a curve concave Southwesterly hoving 0 rodius of 591.00 feet,
a centro I angle of 170.3'33" and 0 chord bearing and distance of 55B"+4'4'''E, 175.32 feet; thence
Southeasterly along the arc of said curve , 75.96 feet to the POINT OF BEGINNING.
Containing 4,196.85 square feet, mare ar less.
SURVEYORS NOTES:
,. This Sketch af Description was performed without the benefit of on abstroct, title opinIon or title
insurance. A title seorch may reveal additional information affecting the parcel os shown.
2. I hereby certify thot this Sketch of Description of the above described property is true and correct to
the best of my knowledge and belief as recently drown under my direction and that it meets the
Minimum Technical Standards or Land Surveying ch. 61G17-6 requirements. Dimensions ore shown in feet
and decimals thereof.
3. Not valid without the signature and raised seal of a Florida licensed surveyor ond mapper.
4. Bearings shown hereon are based on the South line of the Northeast 1/4 of the Southeast 1/4 of
Section 19, Township 22 South, Range 28 East. Orange County, Florida, being S88'50'4-8"W.
NOTICE OF LIABILITY: This survey is certified to those individuals shown on the face thereaf. Any other
use benefit or reliance by ony other party is strictly prohibited and restricted. Surveyor is responsi~
only to those certified and hereby disclaims any other liability and hereby restricts the rights of any
other individual or firm to use this survey, without express written consent of the surveyor.
Sketch &. Description
FOR
Date:
~.~.iIIa -,
SOUTHEASTERN SURVEYING 6: MAPPING CORP.
6500 All American Boulevard
Orlando, Florida 32810- 4350
(407)292-8580 fax( 407)292-0141
em : infof!)sout ellS urve'. com
June 22, 2005 DC
Jab No.: Scale:
45800081 . Not to Scale
City of Ocoee
CH. 61G17-6, Florida Administrvtiw
Code require. that a legal description
drowitlg bear the notation that
THIS IS NOT A SURVEY,
EXHIBIT "A"
Page 3 of 4
SHEET 1 OF' 2
SEE SHEET 2 FOR SKETCH
1lO.424!i
SKETCH OF DE
e
,...
NOT TO SCALE
SOUTH LJf€ ~
HE 1/. OF
SE 1/. OF
SECTION 19.
7WP 22 S,
RNG 211 E
Drawing Na..58000Bl
Date: 06/22/2005 DC
Sheet 2 at 2
See Sheet 1 fQr DeltCriptie>n
&: Surve)'Or'a Report
C1
L= 146.05'
R=550.27'
~ =15.12'25"
C8::::N60.05'56"W
ABBREVIATIONS
CH= 145.62' TWP '" TOWNSHIP
RGE '" RANGE
R = RADIUS
~ '" DELTA
L = LENGTH
CB = CHORD BEARING
CH '" CHORD L[NGll-i
R/W .. RIGI-fT-OF-WAY
ORB '" OFTICW. RECORD BOOK
PC = PO/Iif OF CURVAnJRE
PT .. PO/Iif OF TANGENCY
P/L '" PROPEFm' LINE"
POINT OF
BEGINNING
t; ... oi t;;
Q~~~
~tn~cc
iS~~N
:lj!:WLU
'80:::l.Il~
0......<
ZOQ::
~w ...*
to- ~ ::::- 5
z......I-O
-Otnl.ll
~o:::~N
W::I:N
Z~ll...
0:::0-
8tnOj
Z
tnW3:
~i!:~
::1:......
1-0
=>
o
tn
LOT 2
OCOEE COMMERClAl.. PARK
PB 26, PC 136
f:/
'26.:; ,\" t.
~7rs '\ .\-'0
C2
L=175.96'
R=591.00'
~ = 1703'33"
C8=S58' 44' 41" E
CH= 175.32'
C2
LOT 1
~~
SB~~~~j~.W ~~.~o~"""-.. ~
SOUTHEASTERN SURVEYING &: lUPPDfC 1:0RP.
6500 All American Boulevard
Orlando, F1oride. 32810-4350
(4.07)292-8580 fax( 407)292-0141
Jail: info@soulheasternsurveying.com
EXHIBIT "A"
Page 4 of 4