HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-105Temp. Reso. #14007
September 13, 2023
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2023 - W-s
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, APPROVING
IN SUBSTANTIALLY THE SAME FORM A
SHARED USE AGREEMENT BETWEEN THE CITY
OF TAMARAC AND SHAKER VILLAGE
CONDOMINIUM ASSOCIATION, INC., A FLORIDA
NOT FOR PROFIT CORPORATION, ATTACHED
HERETO AS EXHIBIT "A", PURSUANT TO A
PURCHASE AND SALE AGREEMENT AND
ADDENDUM TO COMMERCIAL CONTRACT TO
ACQUIRE THE PROPERTY LOCATED AT
CANTERBURY LANE, PROPERTY ID NO. 4941 11
01 0170 FOR THE PURPOSE OF
CONSTRUCTING A COMMUNITY CENTER;
AUTHORIZING THE CITY MANAGER AND THE
CITY ATTORNEY TO TAKE ALL NECESSARY
ACTIONS TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Florida Statutes provide that municipalities shall have the
governmental, corporate, and propriety powers to enable them to conduct
municipal government, perform municipal functions, and render municipal service,
and exercise any power for municipal purposes; except when expressly prohibited
by law; and
WHEREAS, Article IV, Section 4.07 of the City Charter of the City of
Tamarac ("City") empowers the City to adopt, amend, or repeal such ordinances
and resolutions as may be required for the proper governing of the City; and
Temp. Reso. #14007
September 13, 2023
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WHEREAS, on July 12, 2023, the City Commission of the City of Tamarac
approved Resolution No. 2023 -083, authorizing the purchase of the Shaker
Village Clubhouse Property ("Property") for the purpose of constructing a City of
Tamarac Community Center; and
Whereas, on July 29, 2023, the City of Tamarac entered into a Purchase
and Sale Agreement and Addendum to Commercial Contract with Shaker Village
Condominium Association, Inc. ("Association") for the purchase of the Clubhouse
Property located at Canterbury Lane; Property ID No. 494111-01-1170 for a
Purchase Price of $1,940,000.00; and
Whereas, Paragraph 5 of said Addendum to Commercial Contract provides
for the Parties to enter into a Shared Use Agreement to provide the Association
with a limited use of the proposed Community Center; and
WHEREAS, the City and Association have negotiated a Shared Use
Agreement and said Agreement must be approved by the City Commission and
the Shaker Village Board of Directors pursuant to the Purchase and Sale
Agreement and Addendum to Commercial Contract; and
WHEREAS, the City Commission of the City of Tamarac, deems it to be in
the best interests of the residents of the City of Tamarac to approve the Shared
Use Agreement and authorize the City Manager and City Attorney to take any and
all actions necessary to effectuate same.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA THAT:
Temp. Reso. #14007
September 13, 2023
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SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution. All exhibits attached hereto are incorporated herein and made a
specific part of this Resolution.
SECTION 2: The City Commission hereby approves the Shared Use
Agreement between the City and the Shaker Village Association, Inc. in
substantially the same form as Exhibit "A" attached hereto.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: The City Commission authorizes the City Manager and City
Attorney to do things necessary to effectuate this Resolution and the Shared Use
Agreement.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining portions
or applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon
adoption.
Temp. Reso. #14007
September 13, 2023
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PASSED, ADOPTED AND APPROVED this Ok day of 636BEi2—
2023.
ATTEST:
KIMBEkLY_bTCLON, CMC
CITY CLERK
_ v �
MICHELLE J. GOMEZ
MAYOR
RECORD OF COMMISSION VOTE
MAYOR GOMEZ
tjo
DIST 1:
V/M BOLTON
TES
DIST 2:
COMM. WRIGHT JR
DIST 3:
COMM. VILLALOBOS
DIST 4:
COMM. DANIEL
Y
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND
RELIANCE OF THE CITY OF TAMARAC ONLY.
This instrument prepared by:
Jose L. Baloyra
Becker & Poliakoff, P.A.
2525 Ponce de Leon Blvd., Suite 825
Coral Gables, Florida 33134
SHARED USE AGREEMENT
THIS SHARED USE AGREEMENT ("Agreement"), is made this day of ,
2023 (the "Effective Date"), by and between The City of Tamarac, a Florida municipal corporation
(the "City"), and Shaker Village Condominium Association, Inc., a Florida not for profit
corporation ("Association"). The City and the Association may also hereinafter each be referred
to as a "Party" or collectively as the "Parties."
RECITALS:
WHEREAS, the City is acquiring from the Association, as of the Effective Date hereof,
fee simple title to that certain real property situated in Broward County, Florida, having Property
ID Number 494111-01-0170 and which is more particularly described in the legal description
attached hereto and made a part hereof as Exhibit "A" (the "Property"); and
WHEREAS, the Association is organized to own, operate, and administer the Common
Elements and certain other real property together with certain improvements thereon, pursuant to
its authority under that certain Declaration of Condominium of SHAKER VILLAGE
Condominium recorded April 1, 1973, in Official Records Book 5224, at Page 154 of the Public
Records of Broward County, Florida (the "Declaration"); and
WHEREAS, the Property originally consisted of a clubhouse, tennis courts, swimming
pool, and parking lot; and
WHEREAS, the Association, during its the ownership of the Property, may be subject to
various outstanding liens, violations, citations, open or expired permits, and other matters subject
to the jurisdiction of the City of Tamarac (the "City of Tamarac Matters"); and
WHEREAS, the Property was in a state of disrepair and the Association was not able to
cure the City of Tamarac Matters and restore or rebuild the facilities on the Property; and
WHEREAS, the Association agrees to sell and convey the Property to the City, provided
the City agrees to construct a community center on the Property as set forth -in this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
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are hereby acknowledged, the Parties hereto intending to be legally bound, do hereby agree as
follows:
1. Recitations. The foregoing recitations are true and correct and are incorporated
herein by this reference.
2. Construction of Community Center. The City shall construct a community center
consisting of a building having no less than 5,000 square feet, and may include park elements set
forth in the City's conceptual design and site plan, which shall be considered for approval by the
City Commission within 18 months from the Effective Date of this Agreement. The City
Commission approved conceptual design and site plan shall become Exhibit `B" of this
Agreement. (the "Community Center"). The City shall use its best efforts to commence
construction of the Community Center within the timeframe outlined in the City's adopted Budget,
Capital Improvement Program and shall complete construction of the Community Center within
36 months of the Effective Date of this Agreement (the "Date of Substantial Completion"), subject
to a "Force Majeure Event". The term "Force Majeure Event" means any action or event which
occurs (i) outside The City's reasonable control; and (ii) without the fault or negligence of either
party, specifically, Acts of God, terrorism, war, riots, civil disturbances, governmental restrictions,
epidemics, explosions, acts of the public enemy, the enactment, imposition or modification of any
applicable law which occurs after the date of this Agreement and which prohibits or materially
interferes with the development or construction of the Improvements. Notwithstanding anything
to the contrary, a "Force Majeure Event" shall not include acts, events, or other matters arising out
of violations of any laws, including, without limitation any environmental laws with respect to or
the presence or discharge of any hazardous substances on the lands comprising the Community
Center Project. The City shall cooperate with The Association to mitigate the impact of any delays
encountered by The City that would entitle it to such extension of time, even if its performance is
unreasonably delayed by the City and/or The Association. For the purpose of this Agreement, the
term "Substantial Completion" means the stage in the progress of the Community Center Project
when the construction work or designated portion is sufficiently complete.
2.1 If The City is delayed in the completion of the Community Center by a
Force Majeure event, then the Date of Substantial Completion shall be extended as provided
herein. The City shall provide The Association with written notice of the occurrence of a Force
Majeure event no later than five (5) days after the onset of the Force Majeure event. In such event,
the Date of Substantial Completion shall be extended by the number of days that the Force Majeure
event has prevented the City from completing construction of the Community Center.
3. The Association's Use Rights. The Association shall have the following use rights
with respect to the Community Center: (a) use of a conference or meeting room annually on the
3rd Friday of February from 7 p.m. — 9 p.m. for purposes of conducting its annual election of the
board of directors and meeting of the members; (b) use of a conference or meeting room on the
last Thursday of every month from 7 p.m.- 9 p.m. for purposes of conducting its monthly Board
of Directors meeting. Notwithstanding the foregoing, the City has authority to restrict the use by
the Association in the event of a conflict with an organized City activity/event or closure of the
Community Center due to a national holiday recognized by the City. The City shall grant access
to the Association, as well as its members, their guests, and their tenants for their use and
enjoyment in a similar fashion as the general public as well as during time period set forth herein.
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4. Rights of the Public. The general public shall have the right to use the Community
Center during hours established by the City. The use of the general public shall not interfere with
the use rights of the Association in Paragraph 3 herein subject to the repair requirement set forth
in Paragraph 7 below.
5. Insurance. The Association shall have commercial general liability insurance
coverage in the amounts of $1,000,000.00 per occurrence/$2,000,000.00 in the aggregate, which
shall name the City as an additional insured on the insurance policy relating to the use of the
Community Center by the Association.
6. Indemnification. The Association hereby agrees to indemnify and hold harmless
the City and its successors, assigns, grantees, invitees, officers, directors, employees, members,
shareholders, representatives, and agents (collectively, "City's Indemnitees"), including, but not
limited to, payment for legal counsel of City's choice, from and against all liens, suits, claims,
judgments, administrative actions, causes of action, costs, expenses, attorneys' fees, losses,
liabilities, damages, injuries, interest, fines, and penalties arising out of personal injury, death,
damage to or loss of property, violations of law, or non-payment of bills, suffered or incurred by,
or asserted against, the City or any of the City's Indemnitees arising out of or related to the
Association's use of the Community Center or any failure of the Association to fully comply with
its obligations under this Agreement. To the extent authorized by Florida law, and without waiving
or expanding the limited waiver of sovereign immunity in Section 768.28, Florida Statutes, the
City hereby agrees to indemnify and hold harmless the Association and its successors, assigns,
grantees, invitees, officers, directors, employees, members, shareholders, representatives, and
agents (collectively, "Association's Indemnitees"), including, but not limited to, payment for legal
counsel of Association's choice, from and against all liens, suits, claims, judgments, administrative
actions, causes of action, costs, expenses, attorneys' fees, losses, liabilities, damages, injuries,
interest, fines, and penalties arising out of personal injury, death, damage to or loss of property,
violations of law, or non-payment of bills, suffered or incurred by, or asserted against, the
Association or any of the Association's Indemnitees arising out of or related to the City or the
City's invitees' use and operation of the Community Center or the Property, or any failure of the
City to fully comply with its obligations under this Agreement.
7. No Right to Impair Access. The Parties, for themselves and their successors and
assigns hereby acknowledge that neither of them shall in any manner interfere with the other's use
of the Community Center except if necessary repairs are required to close the Community Center
and written notice is provided to the Association.
8. Covenants Running with Land. All of the covenants, conditions, restrictions,
rights, duties, powers, obligations, and provisions created or which arise by reason of this
Agreement shall constitute covenants which shall: (a) run with the Property; (b) be recorded in the
Public Records of Broward County, Florida at the sole expense of the City; and (c) be binding
upon the Parties and their respective successors and assigns.
9. Default. The breach of a covenant by any Party is a default by that Party. No Party
shall be deemed to be in default under this Agreement unless and until the alleged defaulting Party
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shall have received written notice of default and shall have failed to cure the default within twenty
(20) days after the receipt of such notice.
10. Remedies. If a Parry fails to cure its default within the time period set forth in
Paragraph 9 herein, the non -defaulting Party shall have all rights and remedies available at law
and in equity, including but not limited to (i) the right to seek immediate preliminary and
permanent injunctive relief ("Injunctive Relief'); and (ii) the right to recover damages, if and to
the extent they can be proven ("Damages"). Disputes and defaults of this Agreement shall be
brought in a court of competent jurisdiction in Broward County, Florida.
11. Entire Agreement. This Agreement and the Exhibits attached hereto contain the
entire agreement among the Parties regarding the subject matter hereof, and replace and all prior
or contemporaneous agreements, understandings, representations, and statements, oral or written,
that may exist among the Parties are merged into this Agreement. No other prior or present
agreements or representations shall be binding upon the Parties unless included in this Agreement.
12. Amendments. Neither this Agreement nor any provision hereof may be waived,
modified, or amended except by an instrument in writing executed by both Parties.
13. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida; and any action hereon shall only
be brought in a court of competent jurisdiction in Broward County, Florida.
14. Waiver. The failure of a Party to exercise any right given hereunder or to insist
upon strict compliance with regard to any term, condition, or covenant specified herein, shall not
constitute a waiver of the Party's right to exercise such right or to demand strict compliance with
any other term, condition, or covenant under this Agreement.
15. Attorneys' Fees and Costs. In connection with any litigation or arbitration arising
out of this Agreement the prevailing party shall be entitled to recover all reasonable attorneys' and
paralegals' fees and costs through all trial, appellate, and post judgment proceedings and
arbitration proceedings, including attorney's fees incurred in determining the entitlement to or
amount of attorney's fees to be awarded.
16. Severability. In the event any provision of this Agreement is found by a court of
competent jurisdiction to be invalid or unenforceable, such finding shall not invalidate or render
unenforceable the remaining provisions of this Agreement, which shall continue in full force and
effect.
17. Captions. All captions, headings, paragraph, and subparagraph numbers and letters
are solely for reference purposes and shall not be deemed to supplement, limit, or otherwise vary
the text of this Agreement.
18. Authorization. The Parties warrant and represent that: (a) they each have taken all
steps necessary for the authorization, approval, execution, and delivery of this Agreement; (b) each
has the full right, power, and authority without any of any other party to grant, execute, and deliver
the rights herein under to the respective Parties; and (c) that the person signing this Agreement on
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behalf of each Party has the full, right power and authority to execute this Agreement and bind
each respective Parry.
19. Counterparts. This Agreement 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
Agreement. Electronic transmission of the signatures of either Party or their counsel to this
Agreement or any amendment to this Agreement contemplated by this Agreement shall be deemed
to be an original signature and binding on such Party.
20. Notices. All notices, requests, and other communications required or permitted to
be given under this Agreement shall be in writing and shall be sent by certified mail, postage
prepaid, return receipt requested, or shall be hand delivered or delivered by a recognized overnight
courier service, addressed as follows:
SHAKER VILLAGE Condominium Association, Inc.
c/o Renaissance Management Group, Inc.
1773 N. State Road 7, Suite 200
Lauderhill, Florida 33313
City of Tamarac
Attn: City Manager and City Attorney
City Hall
7525 N.W. 88 h Avenue
Tamarac, Florida 33321
Or to any other address or addresses as any Party may designate from time to time in accordance
with this Section. Notice shall be deemed to have been given upon receipt or refusal of acceptance
of delivery of said notice only.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.
Signature of Witness #1
Printed Name of Witness # 1
Signature of Witness #2
Printed Name of Witness #2
STATE OF _
COUNTY OF
SHAKER VILLAGE CONDOMINIUM
ASSOCIATION, INC., a Florida not for
profit corporation
By:
Name:
Title: President
The foregoing instrument was acknowledged before me by means of [ ] physical presence
or [ ] online notarization this day of , 2023, by
as President of SHAKER VILLAGE CONDOMINIUM ASSOCIATION, INC., a Florida not for
profit corporation. He/she is [ ] personally known to me or who produced
as identification and who certifies that he is authorized to bind
the entity.
[Seal]
Notary Public
Print Name:
My Commission Expires:
23990578v.1
Signature of Witness #1
Printed Name of Witness # 1
Signature of Witness #2
Printed Name of Witness #2
STATE OF
COUNTY OF
CITY OF TAMARAC, a Florida municipal
corporation
By:_
Name:
Title:
The foregoing instrument was acknowledged before me by means of [ ] physical presence
or [ ] online notarization this day of , 2023, by , as
of City of Tamarac, a Florida municipal corporation. He/she is [ ] personally
known to me or who produced as identification and who certified
that he is authorized to bind the municipality.
[Seal] Notary Public
Print Name:
My Commission Expires:
23990578v.1
EXHIBIT "A"
LEGAL DESCRIPTION
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