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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