HomeMy WebLinkAboutCity of Tamarac Resolution R-2013-056Temp. Reso. No. 12348
June 12, 2013
Page 1 of 6
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. 2013 6
A RESOLUTION BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FINDING DECLARING ITS INTENT TO ENTER AN
AGREEMENT WITH TAMARAC ENTERPRISES, INC., THE BEHRING
FOUNDATION, TEMS ASSOCIATION, INC., TAMARAC LAKES NORTH
ASSOCIATION, INC. AND TAMARAC LAKES SOUTH CIVIC
ASSOCIATION, INC., TO DEED AND RELEASE ANY INTEREST THE CITY
MIGHT HAVE HAD IN THE RECREATIONAL FACILITIES AND
PROPERTIES, IN ORDER TO GIVE EFFECT TO THE CITY'S PRIOR
RESOLUTION NUMBERS R-71-12, R-77-1771 R-77-187 AND R-93-50 TO
RESCIND, CANCEL AND TERMINATE ANY RIGHTS AND OBLIGATIONS
OF THE CITY PURSUANT TO THE DEED RESTRICTIONS PERTAINING
TO SECTIONS 1 AND 2 OF TAMARAC LAKES, THE INDENTURE OF
MORTGAGE, AND THE AGREEMENT DATED JANUARY 3 1967
ATTACHED HERETO AS EXHIBIT 1 AND INCORPORATED HEREIN;
DIRECTING THE APPROPRIATE CITY OFFICIALS TO TAKE ANY AND
ALL ACTION NECESSARY TO EFFECTUATE THE INTENT OF THIS
RESOLUTION; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Tamarac, did on January 3, 19671
pursuant to Resolution 66-2, enter an agreement with Tamarac Enterprises, Inc., to collect
from lot owners in Sections 1 and 2 of Tamarac Lakes, including Tamarac Lakes and
Tamarac Lakes 2nd Section, Tamarac Lakes North and Tamarac Lakes North 2nd Section, o,
and Tamarac Lakes South, pursuant to Recreation Leases set forth in the Deed
Restrictions of each of the three Communities, as set forth in the three respective Deed
Restrictions affecting these three properties. The Recreation Leases are recorded in the
Public Records of Broward County, Florida at Official Records Book 2779, Page 97 for
TEMS Association, Inc., Official Records Book 3049, Page 392 (rerecorded in Official
Records Book 3064, Page 834) for Tamarac Lakes North Association, Inc., and Official
Records Book 3264, Page 507 for Tamarac Lakes South Civic Association, Inc.,
respectively, and which were assigned to Tamarac Enterprises, Inc., which Assignment is
recorded at Official Records Book 3564, Page 827, in the Public Records of Broward
Temp. Reso. No. 12348
June 12, 2013
Page 2 of 6
County, Florida, by the City. of Tamarac, which had been assigned same by Tamarac
Lakes, Inc. previously, which Assignments are recorded in Official Records Book 2790,
Page 702 and Official Records Book 3053, Page 192 of the Public Records of Broward
County, Florida. The Original Deed Restrictions are recorded in the Public Records of
Broward County, Florida, at Official Records Book 2765, Page 450 for TEMS Association,
Inc., Official Records Book 3049, Page 384 (rerecorded at Official Records Book 3064,
Page 826) for Tamarac Lakes North Association, Inc., and Official Records Book 3264,
Page 499 for Tamarac Lakes South Civic Association, Inc., as they may have been
amended, respectively; and
WHEREAS, the City Commission of the City of Tamarac, pursuant to Resolution
Numbers 71-12, 77-177, 77-187 and 93-50, has previously declared that it rescinded,
cancelled and terminated the agreement dated January 3, 1967, relinquishing and
releasing any and all of the City's claims and interests to the Recreation Leases and
properties; and
WHEREAS, Tamarac Enterprises is currently the collection agent, collecting
payments by the members of the Communities, pursuant to Recreation Leases; and
WHEREAS, such payments pursuant to such Recreation Leases are security
interests of Utilities and Recreation Bonds, Series A, of Tamarac Enterprises, issued in the
original total amount of $1,750,000.00, currently held by The Behring Foundation ("the
Bonds"), which Bonds are to be retired upon payment in full; and
WHEREAS, The Behring Foundation has offered to surrender and retire said bonds
and waive any claims for additional payments of principal or interest thereupon, releasing
any claims it may have in the properties, upon a lump sum payment in the total sum of two
years (24 months) payments pursuant to the Recreation Leases, from each of the three
Communities, to Tamarac Enterprises, to pay the proceeds to The Behring Foundation,
Temp. Reso. No. 12348
June 12, 2013
Page 3 of 6
which the three Communities have agreed to do in consideration for the assignment of the
Recreation Leases and the transfer of title of the properties subject to the Recreation
Leases each to the three Communities respectively, with the City of Tamarac and Tamarac
Enterprises releasing any interests or claims they may have in the properties or the
Recreation Leases; and
WHEREAS, title to the Properties is currently held by Tamarac Enterprises, although
Deeds were recorded transferring such title to the City of Tamarac and although the City
recorded a Quit Claim Deed of the Tamarac Lakes South recreation property to Tamarac
Lakes South Civic Association, Inc., such action occurred prior to the settlement of the
outstanding bonds; and
WHEREAS, an Indenture of Mortgage from Tamarac Enterprises., which was
recorded in Official Records Book 3564, Page 828 of the Public Records of Broward
County, Florida, was executed and recorded to secure the repayment of the Bonds, held in
trust by trustee, Boulevard Bank of Miami, with Bank of America, N.A., as the current
successor in interest as trustee; and
WHEREAS, pursuant to the Indenture of Mortgage, deeds conveying right, title and
interest in the recreation properties to the City were executed, to be held in trust, and
delivered to the City of Tamarac upon the retirement of the Bonds or the purchase of the
facilities by the City, as set forth therein; and
WHEREAS, the City intended to relinquish its rights, title, interest and claims to the
properties pursuant to the prior Resolution Numbers 71-12, 77-177, 77-187 and 93-50 and
hereby seeks to give effect to same, relinquishing any interest it may have in the properties
and transferring same to the respective communities upon the performance of the terms of
the Agreement to Assign Recreation Leases, Retire Utilities and Recreation Bonds and
Transfer Title to Property; and
Temp. Reso. No. 12348
June 12, 2013
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WHEREAS, the City of Tamarac hereby intends to adopt, approve and execute the
Agreement to Assign Recreation Leases, Retire Utilities and Recreation Bonds and
Transfer Title to Property, and as set forth therein, to execute Releases and Deeds to the
properties to the respective Communities, contingent upon the performance by the Parties
of the other terms agreed to therein, in order to give effect to its prior attempts to relinquish,
release, rescind and terminate the agreement dated January 3, 1967, and to release any
other rights and interests the City of Tamarac may have in the properties and Recreation
Leases, as well as to execute any other documents necessary to effect same;
WHEREAS, the City Commission finds the action set forth herein to be consistent
with prior resolutions of the City Commission and in the best interests of the citizens and
residents of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as
being true and correct, and are incorporated herein by this reference. All exhibits attached
hereto are incorporated herein and made a specific part of this resolution.
Section 2:
The
City of
Tamarac does hereby reaffirm
Resolution Numbers 71-12,
77-177, 77-187
and
93-50,
previously passed, adopted
and approved by the City
Commission of the City of Tamarac.
Temp. Reso. No. 12348
June 12, 2013
Page 5 of 6
Section 3: The City Commission does hereby approve the execution of the
Agreement to Assign Recreation Leases, Retire Utilities and Recreation Bonds and
Transfer Title to Property, attached hereto as Exhibit 1, including all exhibits attached
thereto, and any other documents necessary to give effect to the Agreement to transfer title
to the properties subject to the Recreation Leases to the respective communities and
release any interests or claims therein.
Section 4: The City of Tamarac does hereby acknowledge and agree that it has no
interest or claim in the Recreation Leases or the properties subject thereto, now or upon
the retirement of the Bonds and Assignment of the Recreation Leases and transfer of title
to the respective Communities.
Section 5: The City Commission hereby authorizes and directs the appropriate City
Officials to do all things necessary and expedient to effectuate the intent of this Resolution.
Section 6: All resolutions inconsistent or in conflict herewith shall be and are hereby
repealed insofar as there is conflict or inconsistency.
Section 7: If any section, sentence, clause, or phrase of this resolution is held to be
invalid or unconstitutional by any court of competent jurisdiction, then said holding shall in
no way affect the validity of the remaining portions of this resolution.
Section 8: This resolution shall become effective upon its passage and adoption by
the City Commission.
Temp. Reso. No.
June 12, 2013
Page 6of6
12348
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS c� DAY OF , 2013.
ATTEST:
PATRICIA iEiJFEIU CMC
INTERIM CITY CLERK
HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
r-v
CITY OF TAMARAC FLORIDA
BETH TALABISCO, MAYOR
RECORD OF COMMISSION VOTE:
MAYOR TALABISCO
DIST 1: COMM. BUSHNEL
DIST 2: COMM. ATKINSGRAD�
DIST 3: COMM. GLASSER
DIST 4: V/M. DRESSLER .��
EXHIBIT 1
AGREEMENT TO ASSIGN RECREATION LEASES, RETIRE UTILITIES AND
RECREATION BONDS AND TRANSFER TITLE TO PROPERTY
THIS AGREEMENT to Assign Recreation Leases, Retire Bonds and Transfer Title to
Property, is hereby entered by and between, THE BEHRING FOUNDATION ("TBF"),
TAMARAC ENTERPRISES, INC. ("TE"), TEMS ASSOCIATION, INC. (Tamarac Lakes 1 &
2) ("TEMS"), TAMARAC LAKES NORTH ASSOCIATION, INC. ("TLN"), TAMRAC
LAKES SOUTH CIVIC ASSOCIATION, INC.("TLS"), and the CITY OF TAMARAC ("the
City") (collectively,, "the Parties").
WITNESSETH:
WHEREAS, TE is the collection agent, currently collecting payments by the members of
TEMS, TLN and TLS (collectively "the Communities"), pursuant to Recreation Leases, as set
forth in the three respective Deed Restrictions affecting these three properties, which Recreation
Leases are recorded in the Public Records of Broward County, Florida at Official Records Book
2779, Page 97 for TEMS, Official Records Book 3049, Page 392 (rerecorded in Official Records
Book 3064, Page 834) for TLN, and Official Records Book 3264, Page 507 for TLS,
respectively, and which were assigned to TE, which Assignment is recorded at Official Records
Book 3564, Page 827, in the Public Records of Broward County, Florida, by the City of
Tamarac, which had been assigned same by Tamarac Lakes, Inc. previously, which Assignments
are recorded in Official Records Book 2790, Page 702 and Official Records Book 3053, Page
192 of the Public Records of Broward County, Florida. The Original Deed Restrictions are
recorded in the Public Records of Broward County, Florida, at Official Records Book 2765, Page
450 for TEMS, Official Records Book 3049, Page 384 (rerecorded at Official Records Book
3064, Page 826) for TLN, and Official Records Book 3264, Page 499 for TLS, as they may have
been amended, respectively;
WHEREAS, such payments pursuant to such Recreation Leases are security interests of
Utilities and Recreation Bonds, Series A, of TE, issued in the original total amount of
$1,750,000.00, currently held by TBF ("the Bonds"), which Bonds are to be retired upon
payment in full;
WHEREAS, TBF has offered to surrender and retire said bonds and waive any claims for
additional payments of principal or interest thereupon, releasing any claims it may have in the
properties, upon a lump sum payment in the total sum of two years (24 months) payments
pursuant to the Recreation Leases, from each of the three Communities, to TE, to pay the
proceeds to TBF;
WHEREAS, the offer by TBF is contingent upon receipt of payment from all three
Communities;
WHEREAS, each of the Communities has agreed to make such payment contingent upon
the City and TE agreeing to Deed title to the three Properties and assign the Recreation Leases to
the respective Communities upon such payment having been made, which Properties are
described as follows:
TEMS:
All that part of the E V2 of the West %2 of the SE 1/4 of the SW 1/4 and the E 1/2 of the SE %4 of the
SW 1/4 of Section 16, Township 49 South, Range 42 East, Broward County, Florida, lying North
of the North right-of-way line of Prospect Field Road; less the East 890 feet thereof and less the
following described part thereof: Beginning at the Southwest corner of the lands platted on Block
7, Tamarac Lakes, according to the Plat thereof, recorded in Plat Book 58, Page 40, of the Public
Records of Broward County, Florida; thence N 77 degrees 39' 11" W, along the said North right-
of-way line of Prospect Field Road, 19.03 feet to a point; thence N 12 degrees 20'49" E, 72 feet
to a point; thence S 77 degrees 39' 11" E, 1.51 feet to the Northwest corner of Lot 10, Block 7,
of said Tamarac Lakes, thence S 12 degrees 20' 49" West, along the West line of said Lot 10,
Block 7, of said Tamarac Lakes, 74.10 feet to the Point of Beginning.
TLN:
Parcel "R" in Block 7, of TAMARAC LAKES NORTH, according to the Plat thereof, recorded
in Plat Book 61, Page 7, of the Public Records of Broward County, Florida.
TLS :
Parcel "G" in Block 15, Parcel "R" in Block 17, and Parcel "P", of TAMARAC LAKES
SOUTH, according to the Plat thereof, recorded in Plat Book 62, Page 24, of the Public Records
of Broward County, Florida.
WHEREAS, title to the Properties is currently held by TE, as although Deeds were
recorded transferring such title to THE CITY and the third property to TLS, it is not clear that
such Deeds are legal and enforceable;
WHEREAS, an Indenture of Mortgage ("Mortgage) from TE. ("Mortgage"), which was
recorded in Official Records Book 3564, Page 828 of the Public Records of Broward County,
Florida, was executed and recorded to secure the repayment of the Bonds, held in trust by
trustee, Boulevard Bank of Miami, with Bank of America, N.A., as the current successor in
interest as trustee ("Trustee");
WHEREAS, the CITY has agreed to execute Deeds to the Properties to the respective
Communities, contingent upon the performance by the Parties of the other terms agreed to
herein, subject to CITY Commission approval;
WHEREAS, the Parties have agreed to execute any documentation necessary to retire the
Utilities and Recreation Bonds, and relinquish any interest TBF, TE, and the CITY may have in
the Recreation Leases as well as the title to the three Properties, upon CITY Commission
approval of the transfer of title to the Properties to the Communities, relinquishing any interests
in the Recreation Leases, and the execution of all documents necessary to effect same, as well as
securing a Release of the Indenture of Mortgage.
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NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants, promises and conditions herein contained, the Parties agree as follows:
1. Settlement Amount and Payments.
A lump sum payments shall be made to TE for the benefit of TBF in the total sum of two
years (24 months) payments pursuant to the Recreation Leases set forth in the Deed Restrictions.
The total amounts to be paid upon such agreement are: $59,280.00 ($10.00/mo per 247 lots) for
TEMS, $53,520.00 ($10.00/mo per 223 lots) for TLN, and $83,304.00 ($13.00/mo per 267 lots)
for TLS. Payment by all three Communities in the total sum of $196,104.00 shall be paid in
exchange for the Deeds to the Properties, Assignment of the Recreation Leases and Release of
Mortgage, and related documents as set forth herein.
2. Retirement of the Bonds.
TBF shall surrender and retire the Bonds, marked on their face "Paid in Full", in
consideration for the payments set forth in Section 1 herein above. TBF shall also execute a
Satisfaction of Indenture of Mortgage in the form attached hereto as Exhibit "A".
3. Transfer of Title.
The City and TE shall each execute separate Deeds for each of the three Properties to the
respective Communities. TE shall sign a no lien Affidavit only as to any liens that may have
resulted from conduct of TE. Otherwise, the communities shall accept title, as is. The form of the
Deeds are set forth as Exhibit "B" hereto and the No Lien Affidavit to be executed by TE is set
forth as Exhibit "C" hereto and Corporate Resolutions and Certificate of Incumbancy by TE in
the form set forth as Exhibit "D" hereto. A copy of the Articles of Incorporation of TE and an
Affidavit that such copy is a true copy and that the corporation has not been dissolved shall be
provided. A current Certificate of Status from the Secretary of State evidencing TE is active and
current must also be secured.
4 Assignment of Recreation Leases.
The City, TBF and TE release any interest they may have had pursuant to the Recreation
Leases and TE hereby shall execute an Assignment of Recreation Lease to each of the
Communities respectively, in the form set forth as Exhibit "E" hereto. Along with the
Assignment of the Recreation Leases, TE shall provide an updated receivables list to TEMS and
TLN for their respective Recreation Leases.
5. Release of Indenture of Mortgage.
The executed and recorded to secure the repayment of the Bonds, shall be released upon the
execution of a Release of Mortgage by the Trustee, in the form attached hereto as Exhibit "F" hereto;
6. City Resolution.
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The City shall place the approval of this Agreement and the execution of the Deeds attached
hereto in Exhibit `B" and the Release attached hereto as Exhibit "G" on the soonest possible City
Commission Meeting Agenda, and upon such approval, adopt a Resolution approving and effecting same.
7. Effective Date.
This Agreement shall take effect upon the execution of this Agreement by the Parties and
the approval of such Agreement by the City Commission. The Parties shall proceed to close upon
the terms set forth in Sections 1 through 5 set forth herein within thirty (30) days after such City
Commission approval is secured and all Parties have executed this Agreement.
8. Mutual Release.
In consideration for and upon the performance of all of the terms set forth in this
Agreement, the Parties shall execute a Mutual Release in the form attached hereto as Exhibit
"G»
9. Cooperation.
The Parties hereto agree to cooperate fully in the execution of any documents or performance in
any way which may be reasonably necessary to carry out the purposes of this Agreement and to
effectuate the intent of the Parties hereto.
10. Entire Agreement; Modification.
(a) This Agreement sets forth the entire understanding of the Parties and no verbal or
written warranties or representations have been made or have been relied upon which do not
appear in writing within this Agreement. Any reliance on verbal or other representations which
do not appear within this Agreement shall be deemed unjustifiable reliance. The Parties
understand and agree that this Agreement is purely voluntary and was prepared for the mutual
benefit of the parties. None of the Parties shall be considered to be a unilateral or singular
drafter of this Agreement. The Parties represent that they had the opportunity to have their
respective legal counsel review, comment on, modify and approve this Agreement. The Parties
understand and agree that this Agreement shall be interpreted in accordance with the plain
meaning of its terms and shall not be construed strictly for or against any of the Parties.
(b) This Agreement may not be amended or modified except by written instrument
signed by all of the Parties hereto, and the Parties agree that this provision may not be waived
except in writing.
11. Waiver.
The rights of the Parties under this Agreement are to be considered cumulative, and the
failure on the part of any Party to exercise or enforce properly or promptly any rights arising out
of this Agreement shall not operate to forfeit or serve as a waiver of any of those or other rights.
The waiver by one Party of the performance of any covenant or condition herein shall not
invalidate this Agreement, nor shall it be considered a waiver by such Party of any other
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covenant or condition herein. The waiver by any Party of the time for performing any act shall
not constitute a waiver of the time for performing any other act or an identical act required at a
later time.
12. Miscellaneous.
0
(a) Headings. The headings used in this Agreement are for the convenience of the
Parties and reference only and in no way define, describe, extend, or limit the scope of this
Agreement or the intent of any provision in it.
(b) Benefit and BindinR Effect. This Agreement shall inure to the benefit of and be
binding upon the Parties, and their successors and assigns. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. The individuals signing below on behalf of each
Party represent and warrant that they have the full authority to bind their respective entities to all
of the provisions hereof. Signatures by facsimile transmission or other electronic transmission of
this Agreement shall be acceptable and binding upon the Parties. A copy hereof shall be as
binding as an executed original.
(c) Governing. This Agreement shall be governed by the laws of the State of
Florida, without regard to its principles of conflicts of law.
(d) Attorneys' Fees. In any litigation arising out of or relating to this Agreement, or
to the interpretation or enforcement hereof, the prevailing party shall be entitled to recover the
prevailing party's reasonable attorneys' fees and costs from the non -prevailing party at the trial
and at all appellate levels.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year of the execution by all parties hereto.
THE BEHRING FOUNDATION
By:
Name:
Title:
Date:
STATE OF FLORIDA )
)ss:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this
201 by , as
day of ,
5
for The Behring Foundation a not -for -profit entity, on behalf of itself and its members, who is
either personally known to me or who has produced the following
identification: •
NOTARY PUBLIC, STATE OF
TAMARAC ENTERPRISES, INC.
By:
Name:
Title:
Date:
STATE OF FLORIDA )
)ss:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this day of ,
201 by , as ,
for Tamarac Enterprises, Inc., a Florida not -for -profit corporation, on behalf of itself and its
members, who is either personally known to me or who has produced the following
identification: •
TEMS ASSOCIATION, INC.
By:
Name:
Title. -
Date:
STATE OF FLORIDA )
)ss:
COUNTY OF BROWARD)
P
NOTARY PUBLIC, STATE OF
The foregoing instrument was acknowledged before me this day of ,
201 by , as ,
for TEMS Association, Inc., a Florida not -for -profit corporation, on behalf of itself and its
members, who is either personally known to me or who has produced the following
identification: .
NOTARY PUBLIC, STATE OF
TAMARAC LAKES NORTH ASSOCIATION, INC.
By
Name:
Title:
Date:
STATE OF FLORIDA )
)ss:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this day of ,
201 by , as ,
for Tamarac Lakes North Association, Inc., a Florida not -for -profit corporation, on behalf of
itself and its members, who is either personally known to me or who has produced the following
identification:
NOTARY PUBLIC, STATE OF
TAMARAC LAKES SOUTH CIVIC ASSOCIATION, INC.
By
Name:
Title:
Date:
STATE OF FLORIDA )
7
)ss:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this day of ,
201 by , as ,
for Tamarac Lakes South Civic Association, Inc., a Florida not -for -profit corporation, on behalf
of itself and its members, who is either personally known to me or who has produced the
following identification:
NOTARY PUBLIC, STATE OF
THE CITY OF TAMARAC
By:
Name:
Title:
Date:
STATE OF FLORIDA )
)ss:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this day of ,
201 by , as ,
for the City of Tamarac, on behalf of itself and its members, who_ is either personally known to
me or who has produced the following identification: .
NOTARY PUBLIC, STATE OF
0