HomeMy WebLinkAboutItem 06 First Amendment to Tri-Party Easement Agreement with Orange County and City of Winter Garden Regarding West Orange Trail Crossings
= FOLEY
AGENDA ITEM COVER SHEET
Meeting Date: December 6, 2005
Item # lo
Reviewed By:
Contact Name:
Contact Number:
Russ Wagner /
Paul E. Rosenthal
Department Director:
City Manager:
Subject: First Amendment to Tri-Party Easement Agreement with Orange County and City of
Winter Garden regarding West Orange Trail Crossings
Background Summary:
At the time of the purchase of the "Coca-Cola Property" the land was encumbered by a Tri-Party
Easement Agreement between Coca-Cola, Orange County and Winter Garden. This Agreement is
in place because the West Orange Trail and a Winter Garden underground sewer line bisect the
Coca-Cola Property. The Agreement addressed the terms and conditions under which Coca-Cola
could cross the Trail and the sewer line. The Agreement does not match the approved Ocoee
Crown Point PUD Land Use Plan and needs to be amended in order to allow development which
crosses the West Orange Trail as set forth on the Land Use Plan.
Issue:
Should the City Commission approve the First Amendment to Tri-Party Easement Agreement with
Orange County and City of Winter Garden?
Recommendations
It respectfully is recommended that the City Commission approve the First Amendment to Tri-Party
Easement Agreement with Orange County and City of Winter Garden and authorize execution
thereof by the Mayor and City Clerk.
Attachments:
First Amendment to Tri-Party Easement Agreement with Orange County and City of Winter Garden
as executed by Winter Garden.
Financial Impact:
No immediate fiscal impact. The City or a developer will need to comply with the requirements of
the Agreement, as amended, in connection with any crossing of the West Orange Trail.
Type of Item:
o Public Hearing
o Ordinance First Reading
o Ordinance First Reading
o Resolution
U9 Commission Approval
o Discussion & Direction
For Clerk's Deaf Use:
o Consent Agenda
o Public Hearing
o Regular Agenda
~_395117.1
~ Original Document/Contract Attached for Execution by City Clerk
D Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Paul E. Rosenthal
Reviewed by Finance Dept.
Reviewed by ( )
!I._395117.1
D N/A
D N/A
D N/A
: FOLEY
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
MEMORANDUM
CLIENT-MATTER NUMBER
020377-
TO:
The Honorable Mayor and City Commissioners
FROM:
Paul E. Rosenthal, Esq., City Attorney
DATE:
November 28,2005
RE:
First Amendment to Tri-Party Easement Agreement
Staff Re~
ISSUE
Should the City Commission approve the First Amendment to Tri-Party Easement Agreement with
Orange County and City of Winter Garden?
BACKGROUNDIDISCUSSION
At the time of the purchase of the "Coca-Cola Property" the land was encumbered by a Tri-Party
Easement Agreement between Coca-Cola, Orange County and Winter Garden (the "Agreement").
This Agreement was put in place because the West Orange Trail and a Winter Garden underground
sewer line bisect the Coca-Cola Property and, at the time, the property would have otherwise been
landlocked based on the West Orange Trail. The Agreement addressed the terms and conditions
under which Coca-Cola could cross the West Orange Trail and the underground sewer line. The
Agreement allowed for a single crossing of the Trail and a point to be identified under the terms
thereof.
The Agreement was assigned to the City at the time of the purchase of the Coca-Cola property.
Ocoee assumed all of the obligations of Coca-Cola thereunder. Following the adoption of the Ocoee
Crown Point PUD Land Use Plan it became necessary to amend the Agreement in order to allow Trail
crossings consistent therewith. The City Attorney prepared a draft Amendment which was reviewed
and commented on by Winter Garden and Orange County. The Amendment was revised to address
their comments. Winter Garden has approved and executed the Amendment. Orange County staff
has signed off on the Amendment and will place it on a County Commission Agenda for approval.
The highlights of the Amendment are as follows:
~_395117.1
1. Grants an easement to the City for commercial, institutional and residential traffic,
drainage and utilities across the Trail and underground sewer lines as shown on the Ocoee Crown
Point PUD Land Use Plan.
2. Allows for construction of improvements within the easements areas. Ocoee must
provide a secure alternate Trail route during construction and repair any damage.
3. Ocoee is required to reimburse Winter Garden for costs incurred in connection with the
Amendment.
4. Allows for the relocation of the West Orange Trail through the property if needed.
~_395117.1
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETI)RNED TO:
Jason G. Williams, Esq.
FOLEY & LARDNER LLP
] ] 1 N0I1h Orange Avenue, Suite] 800
Post Office Uox 2193
Orlando, FL 32802-2193
(407) 423- 7656
For Rl'cording Purposl's Onll
FIRST AMENDMENT TO
TRI-PARTY EASEMENT AGREEMENT
THIS FIRST AMENDMENT TO TRI-PARTY EASEMENT AGREEMENT (this
"Amendment") is made and entered into by and between ORANGE COUNTY, FLORIDA, a
political subdivision of the State of Florida whose present address is Post Office Box 1393,
Orlando, Florida 32802-1393 (hereinafter "County"), the CITY OF WINTER GARDEN,
FLORIDA, a Florida municipal corporation whose present address is 251 West Plant Street,
Winter Garden, Florida 34777-1005 (hereinafter "Winter Garden") and the CITY OF OCOEE,
FLORIDA, a Florida municipal corporation whose present address is 150 N. Lakeshore Drive,
Ocoee, Florida 34761-2258 (hereinafter "Ococe").
W!INE~~EIH:
WHEREAS, the County, Winter Garden and The Coca-Cola Company (hereinafter the
"Company") entered into that cel1ain Tri-Party Easement Agreement recorded in Official
Records Book 5889, Page 1797, Official Records of Orange County, Florida (hereinafter the
"Tri-Pany Agreement"); and
WHEREAS, the Tri-PaI1y Agreement sets f0l1h cC11ain tcnTIS and conditions relating to
the development of the propcl1y depicted in Exhibit 1 of the Tri-Party Agreement (the
"Property") with respect to the existing West Orange Trail (the "Trail") which bisects the
Property and contains an underground sewer line owned by Winter Garden and over which the
County has an easement for multipurpose recreational trail/greenway/wildlife corridor purposes;
and
WHEREAS, subsequent to the execution of the Tri-Pm1y Agreement Ocoee purchased
the Prope11y fi'om the Company and entered into that certain Assignment and Assumption
Agreement recorded in Official Records Book 616 J, Page 4341, Public Records of Orange
County, Florida whereby Company assigned all of its rights and interests together with all duties
and obligations underthe Tri-Party Agreement to Ocoee; and
WHEREAS, Ocoee has caused to be prepared that certain Ocoee Crown Point PUD
Land Use Plan/Preliminary Subdivision Plan prepared by Vanasse Hangan Brustlin, Inc. as
approved by the City Commission of the City of Ococe on March 17, 2004 for the development
of the Propel1y (the "Plan"); and
ORLA_2788297
WHEREAS, the pal1ies desire to amend the Tri-Party Agreement consistent with the
Plan; and
WHEREAS, this Amendment all,ows for the development of the Propel1y consistent with
the Plan and has been approved by the governing boards of each pat1y.
NOW, THEREFORE, in consideration of the mutual premises contained herein, and
other consideration, the receipt and sufficiency of which is hereby acknowledged, Ocoec, Winter
Garden and the County hereby agree as follows:
1. Recitals. The above recitals are true and COlTCCt and are incorporated hcrein by
this reference.
2. Approval of Plan. The County and Winter Garden hereby acknow ledge that they
each have reviewed and approve of the Plan. Ocoee hereby covenants that the Property will be
developed consistent with the Plan. or as may be amended; provided, however, that Ocoec may
not amend the Plan without the prior written consent of the County and Winter Garden if such
amendment relates to crossing or use of the Trail.
3, Amendment to Section 1. Section 1 of the Tri-Pal1y Agreement, and the Exhibit
referenced therein, is deleted in its entirety and replaced with the following Section I:
1. Con'veyance. The County and Winter Garden hereby grant and
convey to Oeoee, its successors and assigns, perpetual easements
for commercial, institutional and residential traffic (vehicular and
pedestrian), drainage and utilities across the Trail and Winter
Garden's underground sewer lines all as depicted on Exhibit A
attached hereto and as shown on the Plan (the "Easements"). The
County and Winter Garden acknowledge that the location and
purpose of each of the Easements as depicted on the Plan have
been approved by each and that they do not unreasonably interfere
with the County's use of the Trail and Winter Garden's
underground sewer line, Notwithstanding the foregoing, it shall be
the responsibility of Ocoee, its successors and assigns to ensure
that the installation, construction or placement of utilities within
the Easements do not unreasonably interfere with Winter Garden's
underground sewer line.
4, Amendment to Section 2. Section 2 of the Tri-Party Agreement is deleted in its
entirety and replaced with the following Section 2:
2. Construction. The construction of improvements on, under, or
over the Easements by Ococe, its successors and assigns shall be
done in accordance with the Plan and all County, Winter Garden,
Ocoee and other applicable regulations and shall be coordinated
with the appropriate dCpat1ments and personnel at the County and
Winter Garden, Construction shall be conducted in such a manner
so as to minimize the amount of down time on the Trail and shall
ORLA_278829 7
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not otherwise unreasonably interfere with the public's use of the
Trail or Winter Garden's underground sewer line. Ocoee shall
provide a safe and secure altemate route for pedestrian, jogging,
bicycling and all other traffic along the Trail during construction of
or within the Easements. Upon completion of construction of or
within the Easements, Ocoee shall restore the Trail to its original
condition at its expense.
Any construction or improvements within the Easements or
the Trail by Ocoee, including, without limitation, grading, paving
or landscaping, shall be completed at Ocoee's sole cost and
expense and shall be done in a manner that does not unreasonably
interfere with the public's use of the Trail and shall be done in a
manner consistent and harnl<mious with the Trail. The County and
Winter Garden agree that any repairs, maintenance and
construction of the Trail or Winter Garden's underground sewer
line shall be done expeditiously and shall not result in the total
blockage of the Easements, except as may be necessitated by
emergency vehicles, and that the jurisdiction perfOlming sueh
repairs shall whenever possible provide an alternative means of
access to the Propelty and the adjacent property thereto during the
course of such repairs. In the event access to Winter Garden's
underground sewer line is desired or necessitated by Winter
Garden for any reason, provided that Winter Garden provides
Ocoee at least 72 hours advance notice (or as soon as reasonably
possible in the event of an emergency), Winter Garden shall not be
responsible for the replacement, restoration or repair of the
improvements within the Easements nor liable for any damages
thereto.
Ocoee, at its sole cost and expense, shall construct all
safety, pedestrian and traffic control improvements and signage at
the Trail crossings, as may be set forth in the Plan and as may be
reasonably required or requested in the discretion of Winter
Garden or the County, or both.
5. Reimbursement. On or before thil1y (30) days after the date of invoicing, Ocoee
shall reimburse Winter Garden for Winter Garden's reasonable city engineer and attomey fees
for negotiations, inspections, review, and conferences relating to this Amendment.
6. Relocation of Trail Crossin2. Notwithstanding anything contained herein to the
contrary, provided Winter Garden's underground sewer line is not required to be relocated or
otherwise adversely affected or any of Winter Garden's rights are infringed upon or otherwise
adversely affected, Ocoee and the County may, by separate agreement or otherwise, relocate the
Trail, but not Winter Garden's underground sewer line, near or around the easternmost Trail
Crossing Easement Area set forth on Exhibit "A" without the need to amend this Amendment or
the Tri.Party Agreement.
ORLA_278829 7
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7. Assil!nment. Ocoee may assign all of its rights, privileges and responsibilities in
whole or in pm1 to one or more property owners associations or any entity purchasing all or a
portion of the land included in the Plan.
8. Effect. Except as changed, amended and modified by this Amendment, the terms
and provisions of the Tri-Pal1y Easement Agreement shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the County, Winter Garden and Ocoee have executed this
Amendment on behalf of the County, Winter Garden and Ococe, respectively, and have set their
seals hereto as of the date and year written below.
ISignature Pages to FollowJ
ORLA_278829 7
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ATTEST: Ma11ha O. Haynie, County
Comptroller, as Clerk of the Board of County
Commissioners
By:
Deputy Clerk
Printed Name:
ORLA_278829.7
COUNTY
ORANGE COUNTY, FLORIDA
BY: BOARD OF COUNTY
COMMISSIONERS
By:
Richard Crotty, Mayor
Date:
-5-
WINTER GARDEN
CITY OF WINTER GARDEN, FLORIDA
By:
/i"Jack Quesinberry, Mayor
1/-22-05
Date::
(SEAL)
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that 011 this day, before me, all officer duly authorized in the
State and County aforesaid to take acknowledgements, personally appeared JACK
QUESINBERRY, as Mayor of the City of Winter Garden, a Florida municipal corporation, on
behalf of the corporation, and that he severally acknowledged executing the same freely and
voluntarily under authority duly vested in him.
WITNESbmy hand and official seal in the County and State last aforesaid this ~ 3 M>1
day of J.JOWJ/n '1JJ( ,2005 -----
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19naturf 01 N t rtj:.. VEGA :
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: '"un\~ FkVkta Notary Assn.. lnc :
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Name of Natary, (Typed, Printed, or Stamped)
ORLA_278829.7
-6-
OCOEE
CITY OF OCOEE, FLORIDA
By:
S. Scott Vandergrift, Mayor
Date:
Attest:
Bcth EikenbcITY, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY THE
CITY 01<' OCOEE, FLORIDA
APPROVED AS TO FORM AND
LEGALITY
this day of , 200_
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON ,200_
UNDER AGENDA ITEM NO.
FOLEY & LARDNER LLP
By:
City Attorney
STA TE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, beforc me, an officer duly authorized in the
State and County al()resaid to take acknowledgements, personally appeared S. SCOTT
VANDERGRIFT and Beth Eikenbeny, personally known to me to be the Mayor and City Clerk,
respectively, of the City of Ocoee, Florida, and that they severally acknowledged executing the
same freely and voluntarily under authority duly vested in them by said County.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 200_.
Signature of Notary
Name of Notary, (Typed, Printed, or Stamped)
ORLA_278829 7
-7-
EXHIBIT A
(Depiction of TraiJ Crossings)
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