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HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-0581 1 Temp. Reso. #10373 March 10, 2004 Page 1 of 5 Revision #1 — March 17, 2004 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004-59 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT AND ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN SPIRITUAL WARFARE CHURCH & TRAINING INSTITUTE, INC. (SELLER) AND THE CITY OF TAMARAC (BUYER) IN THE AMOUNT OF ONE MILLION FIVE HUNDRED THOUSAND DOLLARS (1,500,000) FOR THE CITY TO PURCHASE 2.58 ACRES +/- OF VACANT LAND FOR OPEN SPACE AND RECREATIONAL PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the 2.58 acre parcel adjacent to the parcel recently acquired by the City of Tamarac for construction of the Swim Central Project known as Lot 1, 2, 3, Block 4, Lyons Industrial Park, according to the Plat thereof as recorded in Plat Book 71, Page 1 B of the Public Records of Broward County, FL, (hereinafter "Church Parcel") has been identified by the City as a potential site for expansion of open space and recreational opportunities within the City of Tamarac; and WHEREAS, the City of Tamarac desires to acquire additional park land and open space for the purpose of expanding the City's recreational open space in order to comply with the Broward County Land Use Plan as well as achieve public recreation land goals; and Temp. Reso. #10373 March 10, 2004 Page 2 of 5 Revision #1 — March 17, 2004 WHEREAS, funds are available through the 2002 Sales Tax Revenue Bonds for a variety of public purposes including land acquisition; and WHEREAS, the City Commission expressed interest in beginning the process of negotiation for the acquisition of the Church Parcel at the November 24, 2003 City Commission Workshop Meeting; and WHEREAS, the purchase of the Church Parcel by the City of Tamarac will be for the public purpose of providing recreational open space; and WHEREAS, funds are available through the Broward County Land Acquisition Program and the City of Tamarac will pre acquire the parcel and seek reimbursement from Broward County following the acquisition as appropriate; and WHEREAS, the City Manager recommends execution of the Agreement and Addendum to Agreement between the City of Tamarac and Spiritual Warfare Church & Training Institute, Inc. for the sale of the Church Parcel (hereto attached as Exhibit A) and authorization of the purchase in the amount of ONE MILLION, FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00); and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to execute an Agreement and Addendum to Agreement for Purchase and Sale of Real Property ("Contract') between SPIRITUAL WARFARE CHURCH & TRAINING INSTITUTE, INC. (Seller) and the City of Tamarac (Buyer) in the amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS Temp. Reso. #10373 March 10, 2004 Page 3 of 5 Revision #1 — March 17, 2004 ($1,500,000.00) for the City to purchase 2.58 acres +/- to secure the property for park purposes. 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 hereby made a specific part of this Resolution. SECTION 2: The City Commission hereby approves the Agreement and Addendum to Agreement for Purchase and Sale of Real Property ("Contract") between Spiritual Warfare Church & Training Institute, Inc. (Seller) and the City of Tamarac (Buyer), a copy of said agreement is attached hereto as Exhibit "A". SECTION 3: The appropriate officials of the City of Tamarac, Florida are hereby authorized to execute on behalf of the City of Tamarac, Florida the Agreement and Addendum to Agreement for Purchase and Sale of Real Property ("Contract") between Spiritual Warfare Church & Training Institute, Inc. (Seller) and the City of Tamarac (Buyer), a copy of said agreement and addendum is attached hereto as Exhibit "A". SECTION 4: The appropriate officials of the City of Tamarac, Florida pursuant to the terms of the Contract are hereby authorized to issue a draft in the amount of THIRTY FIVE THOUSAND DOLLARS ($35,000.00) made payable to the order of "W. Craig Eakin, Trust Account" and to deliver same to W. Temp. Reso. #10373 March 10, 2004 Page 4 of 5 Revision #1 — March 17, 2004 Craig Eakin, P.A. as Escrow Agent, said funds representing the Deposit pursuant to the terms of paragraph 2 of the Contract. SECTION 5: The appropriate officials of the City of Tamarac, Florida and/or the City's real estate counsel, W. Craig Eakin, P.A. are hereby authorized: (a) to obtain two (2) real estate appraisals for the subject property, (b) to obtain a Phase 1 Environmental Audit of the subject property, and (c) to obtain a boundary survey of the subject property, during the Inspection Period stated in paragraph 3 of the Contract, all at City expense. SECTION 6: The appropriate officials of the City of Tamarac, Florida are hereby authorized to obtain title insurance on the subject property in the amount of the purchase price from an authorized title insurer in the State of Florida, at City expense. SECTION 7: The appropriate officials of the City of Tamarac, Florida are hereby authorized to fund and to close the transaction contemplated in the Contract upon the occurrence of all conditions precedent thereto and the appropriate officials of the City of Tamarac, Florida are specifically authorized to execute any and all documents required to complete the closing, including but not limited to, closing statements, standard closing affidavits, and assignments. SECTION 8: Upon closing of transaction, the appropriate City Officials are authorized to remit to Nat Caplan of Cenmark Realty Services, Inc. a commission equal to 3% of the purchase price. 1 J Temp. Reso. #10373 March 10, 2004 Page 5 of 5 Revision #1 — March 17, 2004 SECTION 9: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 10: 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 11: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 24t" day of March, 2004. �JOE SCHREIBER, MAYOR ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. KF CITY ATTORN RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISCO DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS G 9 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AGREEMENT made between SPIRITUAL WARFARE CHURCH & TRAINING INSTITUTE, INC., a Florida not for profit corporation, with a principal office located at 5367 Nob Hill Road, Sunrise, Florida 33351, (hereinafter referred to as "Seller"), and the CITY OF TAMARAC, a municipal corporation of the State of Florida, with offices for the transaction of business at 7525 NW 88`h Avenue, Tamarac, Florida (hereinafter referred to as "Buyer"). 1. PURCHASE AND SALE. The Seller agrees to sell and the Buyer agrees to purchase the following parcel of real property, located in the City of Tamarac, County of Broward, State of Florida, and described as follows: Lot 1, 2, and 3, Block 4, LYONS INDUSTRIAL PARK, according to the Plat thereof as recorded in Plat Book 71, Page 1B, of the Public Records of Broward County, Florida. Containing approximately 2.58 acres, more or less. 46 2. PURCHASE PRICE. The purchase price for the property described above shall be the sum of $1,500,000.00, said sum to be paid as follows: C. (A) -E _OSIT: Upon the execution of this Agreement by all parties, Buyer agrees to pay into escrow with W. Craig Eakin, F.A., (hereinafter referred to as "Escrow Agent"), the sum of THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($35,000.00) as earnest money and partial payment for the Property (hereinafter referred to as the "Deposit"), and shall cause said Escrow Agent to furnish to Seller in writing an acknowledgment of receipt of said Deposit. The Deposit shall be held by Escrow Agent and utilized in accordance with the provisions of this Agreement. The Deposit, if this transaction closes, shall become a credit in favor of the Buyer against the purchase price at closing. If this transaction shall fail to close, the disposition of the Deposit shall be as provided herein, and the interest on the Deposit shall follow the Deposit and inure to the benefit of the party entitled thereto. Reference to the Deposit throughout this Agreement shall include any and all accrued interest thereon. (B) BALANCE TO CLOSE: Buyer shall pay to Seller the balance of the purchase price by certified funds, official City of Tamarac check or wire transfer at the time and Page 1 of 8 . place of Closing as hereinafter provided. 3. FINANCING AND INSPECTION PERIODS. At the option of the Buyer, the • obligation of Buyer to close this transaction is subject to the inspection rights and financing contingency rights stated in this section. (A) INSPECTION: Buyer shall have forty-five (45) days from the Effective Date of this Agreement (the "Inspection Period") within which to make Buyer's inspection and examination of all the Property. If, during the Inspection Period, Buyer delivers to Seller a written statement stating that Buyer, in Buyer's sole discretion, determines that the Property is not suitable for its intended use and Buyer wishes to terminate this Agreement, the Deposit set forth herein shall be returned to Buyer, at which time this Agreement shall be null and void and Buyer and Seller shall have no further obligations under this Agreement. During the Inspection Period, Buyer and Buyer's agents and other representatives shall have the right to enter upon the Property to inspect, examine, survey, photograph, obtain engineering inspections, environmental inspections, appraisals and otherwise do that which, in the opinion of Buyer, is necessary to determine the boundaries, acreage and condition of the Property and to determine the suitability of the Property for the uses intended by Buyer in Buyer's sole and absolute discretion. After any entry on the Property, Buyer shall return the Property to the condition it was in prior to such entry or any tests made by the Buyer, including the re -compaction of any disrupted soil. All inspections or tests shall be at the sole expense of Buyer. Buyer shall timely pay for and, to the extent allowed by law, hold Seller harmless from liability for all tests, services, inspections, audits and examinations performed on Buyer's behalf under this Paragraph 3 so that the Property does not become subject to any liens. Buyer has no authority or right to create liens upon the Property. If such a lien occurs on account of Buyer's inspection activities, Buyer shall remove same by a statutory permitted bond or otherwise within five (5) days from Notice from Seller. (B) FINANCIN : Buyer shall have forty-five (45) days from the Effective Date of this Agreement (the "Financing Period") within which to secure financing for Buyer's purchase of the Property. If, during the Financing Period, Buyer delivers to Seller a written statement stating that Buyer, in Buyer's sole discretion, has been unable to secure acceptable financing for Buyer's purchase of the Property and Buyer wishes to terminate this Agreement, the Deposit set forth herein shall be returned to Buyer, at which time this Agreement shall be Page 2 of 8 • null and void and Buyer and Seller shall have no further obligations under this Agreement. 4. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date upon 0 which the Buyer, through authorized City Officials, executes such. The parties agree that upon Seller's execution of this Agreement, Buyer shall cause the terms and conditions of this Agreement to be placed on an agenda before the City Commission for the City of Tamarac for their consideration thereof. Upon consideration thereof, and in the event that the City Commission for the City of Tamarac passes a Resolution authorizing the appropriate City Officials to execute the Agreement, said Agreement shall be executed by said authorized City Officials. Upon execution of this Agreement by the authorized City Officials for the City of Tamarac, this Agreement shall become binding upon all parties. It is expressly agreed between the parties that this Agreement is not a binding contract until such time as it has been executed by the authorized City Officials for the City of Tamarac. S. CLOSING. This Agreement shall be consummated and the purchase and sale concluded on or before ten (10) days after the end of the Inspection and Financing Periods set forth in paragraph 3, above. Closing shall be at the law office of W. Craig Eakin, P.A. located at 2900 E Oakland Park Blvd., Fort Lauderdale, Florida, 33306, attorney for the Buyer. 6. TITLE INSURANCE OR ABSTRACTS. At least thirty (30) days prior to closing, Seller shall furnish to Buyer a copy of any existing title insurance policy or abstract of title relating to the Property that is in Seller's possession or control. Within twenty (20) days following delivery of title evidence, the Buyer shall obtain, at Buyer's expense, a title insurance commitment issued by a title insurance company authorized to conduct business in Florida, showing title to the property to be good and marketable and vested in the Seller, free and clear of all encumbrances except: (A) real property and school taxes and assessments for the year of closing and thereafter; (B) conditions and restrictions of record that are common to the subdivision or neighborhood; (C) applicable zoning ordinances, if any; (D) reservations for canal rights and road right-of-way of record: 7. OBJECTIONS TO TITLE. The Buyer shall have twenty (20) days following delivery of title evidence to make written objections to the state of title to the Property. If the Buyer has valid objections to the state of the title, the Seller shall have a period of time, not to Page 3 of 8 exceed sixty (60) days from the date of receipt of the Buyer's written objections, within which the Seller may cause the objections to be removed, and the date of closing shall be extended for that purpose. If, at the end of the period set forth in the preceding sentence, the objections have not been eliminated, the Buyer may, at its option to be exercised by written notice to the Seller within five (5) days following expiration of said 60-days period, refuse to accept title, or accept same in its then existing condition without any diminution in the purchase price. In the event of refusal by the Buyer to take title, this Agreement shall be terminated and Buyer and Seller shall have no further obligations under this Agreement and the Deposit set forth herein shall be returned to Buyer. In the event that there are valid objections to the condition of the title, then the closing will be held within ten (10) days after either elimination of the objections or receipt of notice from Buyer that it will accept title despite the existence of valid objections. 8. ADJUSTMENTS. Buyer shall pay taxes and recording fees on notes, mortgages, and financing statements. Buyer shall pay recording fees on the deed and Buyer's attorney's fees. Seller shall pay documentary stamps on the deed, recording fees for documents needed to cure title defects and Seller's attorney's fees. It shall be the obligation of Seller to discharge all liens against the Property at closing that may be released or satisfied by the payment of money alone and Seller may utilize the cash to close for this purpose. The parties shall prorate taxes, assessments, and rents as of the date of closing. Buyer shall pay for the title insurance commitment and title insurance. Seller shall pay to update title evidence or abstracting, as needed. 9. DEED. At the closing, the Seller shall convey good and marketable title to the Buyer by Warranty Deed, conveying the subject property free and clear of all liens and encumbrances, except as herein noted. At the closing, Seller shall also deliver the following documents: (A) Affidavit from Seller stating that either there have been no improvements made to the Property during the ninety (90) days immediately preceding the closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full. (B) Non -Foreign Certification Affidavit. (C) Such additional documents, resolutions, certificates and instruments as the closing agent may reasonably require to transfer and insure the title to the Property. Page 4 of 8 • • 10. REAL ESTATE BROKERS. Each party represents to the other party that no real estate broker or other person seeking compensation for arranging the sale of the Property has been employed, except as noted below: Selling Agent: Nate Caplan/Cenmark Realty Services, Inc. Address: 8360 West Oakland Park Blvd., Suite 316 Sunrise, FL 33351 Telephone: (954) 423-2100 Facsimile: (954) 749-2131 Commission: To be paid by Buyer under separate agreement. 11. NOTICES: Notices and written communications hereunder shall be given by certified mail or overnight commercial express delivery service to the other party as follows: To Buyer: Jeff Miller City Manager City of Tamarac 7525 NW 88" Ave Tamarac, FL 33321 (954) 724-1230 (phone) (954) 724-2454 (fax) With Copy to: W. Craig Eakin, Esq. 2900 E. Oakland Park Blvd. Fort Lauderdale, FL 33306 (954) 566-7417 (phone) (954) 565-2392 (fax) To Seller: Spiritual Warfare Church & Training Institute, Inc. Attn: Pastor Christopher H. McCray 5367 Nob Hill Road Sunrise, Florida 33351 (954) 478-6332 Either party may change its address for notices and written communications hereunder by giving written notice of such change to the other party. 12. ESCROW AGENT. Escrow Agent agrees to hold, keep and deliver the Deposit set forth herein in accordance with the terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Page 5 of 8 Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. 13. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the Seller and the Buyer. 14. ENTIRE AGREEMENT. This Agreement, together with the other written agreements and instruments executed concurrently herewith or pursuant to the provisions hereof, contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements between them respecting such matters. 15. HEADINGS. Paragraph headings are for the purposes of convenience and identification only and shall not be used to interpret or construe the Agreement. 16. GENDER AND NUMBER. Whenever the singular or plural number, or masculine or feminine gender, is used herein, it shall equally include the other. 17. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Should litigation arise out of this Agreement, • the prevailing party will be entitled to be reimbursed by the other for its costs, including reasonable attorney's fees, incurred at all levels of litigation, including appeals. r� U 18. INTEGRATION AND MODIFICATIONS. This Agreement integrates all prior understandings of the parties, and may be modified only by a written document signed by both parties. 19. TIME. Time is of the essence of this Agreement. 20. RECORDATION. Neither this Agreement, nor any memorandum hereof shall be recorded in the Public Records of Broward County, Florida. 21. PROPERTY SOLD "AS IS, WHEREIS". The Property is being sold and conveyed to Buyer "As Is, Where is" and with all faults. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES TO FOLLOW] Page 6 of 8 • • • SIGNATURE PAGE - SELLER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. SPIRITUAL WARFARE CHURCH & TRAINING INSTITUTE, INC., a Florida not for profit corporation Title: Chief Execuiq e O�f"ir Dated:_ 12004. By: Nai Titl Dated: _3�'� ,2004. Page 7 of 8 0 SIGNATURE PAGE - BUYER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below, CITY OF TAMARAC, a municipal corporation of the State of Florida By: Na oe Schreiber Titl . Mayor Dated: 3� y , 2004. By: Name: Jeffr'La4iller Title: City Manager Dated: ,2004. • Approved ,-�)o form: 8 240 Mitchell . KraV, qjty/Attorney Attest: Marion Swenson, City Clerk 0 Page 8 of 8 N ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY 0 1-4 a Addendum to Contract for Sale and Purchase dated the day of March, 2004, by and between SPIRITUAL WARFARE CHURCH & TRAINING INSTITUTE, INC., a Florida not -far -profit corporation, Seller, and THE CITY OF TAMARAC, a municipal corporation of the State of Florida, Buyer, for the real property described as: Lots 1, ? and 3, Block 4, LYONSINDUSTRIAL PARK, according to the Plat thereof, as recorded in Plat Book 71, page 1 B, of the Public Records Bro►vard of County,, Florida, containing 2.58 acres, more or less. 1. The Buyer shall pay for the cost of state documentary stamps to be affixed to the warranty deed. 2. If for any reason other than the failure of Seller to make Seller's title marketable after diligent effort, Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without waiving the right to seek damages or to seek specific performance. If Buyer fails to perform this Contract within the time specified, including timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated damages or to seek specific performance. 3. Buyer shall diligently make a good faith effort to obtain financing for the purchase of the property. 4. Any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by neutral binding arbitration in Broward County, Florida, in accordance with the rules of Mediation, Inc. and not by any court action except as provided by Florida law for judicial review of arbitration proceedings. Any court having appropriate jurisdiction may enter judgment upon the award rendered by the arbitrator(s). Filing a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction or other provisional remedies shall not constitute a waiver of the right to arbitrate under this paragraph. Any claims or disputes with or against real estate agents participating in this transaction shall be submitted to arbitration under this provision only with the written consent and joinder of the agent's broker. In connection with any arbitration or litigation between the parties, the prevailing party shall be entitled to recover all fees, costs and expenses, including reasonable attorneys' fees, arbitrators' fees and administrative fees of arbitration. ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT SHALL REMAIN IN FULL FORCE AND EFFECT, Appro d a o form: Mitc 11 S. aft ity Attorney Attest: Marion Swenson, City Clerk THE CITY OF TAMAR.AC By: Na oe Schreiber Title: Mayor Dated: ,3 .a`•'f o , 2004. By: 01 ep Name: Jeff�e� L. Miller Title: City Manager Dated: .1- D ,2004. �T SELLER'S SIGNATURES ON NEE PAGE 1 • LJ DATE: March 04, 2004 DATE: March 04, 2004 I0 By: Its: AL WARFARE CHURCH & JG INSTITUTF.-IW.