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HomeMy WebLinkAboutCity of Tamarac Resolution (179)LJ Temp. Reso. 9808 Page 1 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2002-179 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN LENNAR LAND PARTNERS (SELLER) AND THE CITY OF TAMARAC (BUYER) IN THE AMOUNT OF THREE MILLION EIGHT HUNDRED FIFTY THOUSAND ($3,850,000.00) DOLLARS PLUS ADDITIONAL COSTS RELATIVE TO THE ACQUISITION AS DELINEATED IN THE CONTRACT FOR THE CITY TO PURCHASE 15.1 ACRES +/- OF VACANT LAND FOR OPEN SPACE AND RECREATIONAL PURPOSES; AUTHORIZING THE APPROPRIATE BUDGETARY TRANSFERS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the 15.1 acre +/- parcel adjacent to the Tamarac Sports Complex known as parcel R a/k/a Kings Point Rockford parcel has been identified by the City as a potential site for expansion of open space 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 WHEREAS, the purchase of parcel R a/k/a Kings Point Rockford parcel by Temp. Reso. 9808 Page 2 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 the City of Tamarac will be for the public purpose of providing recreational open space; and WHEREAS, Resolution R-2002-125 authorized the sale of sales tax bonds for a variety of public purposes including land acquisition; and WHEREAS, the aforementioned bonds have been sold and funds are available for land acquisition; and WHEREAS, Tamarac's application to the Broward County Land Acquisition Program for TWO MILLION DOLLARS ($2,000,000.00) in funding towards the acquisition of the subject property has been approved and Tamarac will seek reimbursement from Broward County following the acquisition; and WHEREAS, Tamarac's application to the Florida Recreational Development Program (FRDAP) for TWO HUNDRED THOUSAND DOLLARS ($200,000.00) in funding towards the acquisition of the subject property has been approved and Tamarac will seek reimbursement from FRDAP following the acquisition; and WHEREAS, Tamarac's application the Florida Department of Environmental Protection for Land and Water Conservation funding in the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00) towards the acquisition of the subject property has been approved and Tamarac will seek reimbursement from the Florida Department of Environmental Protection following the acquisition; and 1 Temp. Reso. 9808 Page 3 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 WHEREAS, the City Manager recommends execution of the agreement between the City of Tamarac and Lennar Land Partners for the purchase and sale of Parcel R a/k/a Kings Point Rockford parcel (hereto attached as Exhibit A) and authorization of the purchase in the amount of THREE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($3,850,000.00); and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to execute an Agreement for Purchase and Sale of Real Property (AContract@) between Lennar Land Partners (Seller) and the City of Tamarac (Buyer) in the amount of THREE MILLION EIGHT HUNDRED FIFTY THOUSAND ($3,850,000.00) DOLLARS for the City to purchase 15.1 acres +/- to secure the property for park purposes and to authorize the required transfer of funds between the Public Services Facilities Fund and the Land Acquisition Capital Account. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That 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: That the City Commission hereby approves the Agreement for Purchase and Sale of Real Property (AContract@) between Lennar Land Partners Temp. Reso. 9808 Page 4 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 (Seller) and the City of Tamarac (Buyer), a copy of which Contract is attached hereto as Exhibit AM. SECTION 3: That the appropriate officials of the City of Tamarac, Florida, are hereby authorized to execute on behalf of the City of Tamarac, Florida the Agreement for Purchase and Sale of Real Property (AContract@) between Lennar Land Partners (Seller) and the City of Tamarac (Buyer), a copy of which Contract is attached hereto as Exhibit AA@. SECTION 4: That 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 ONE HUNDRED THOUSAND ($100,000.00) DOLLARS made payable to the order of AW. Craig Eakin, Trust Account@ and to deliver same to W. Craig Eakin, P.A. as Escrow Agent, said funds representing the Deposit pursuant to the terms of paragraph 2 of the Contract. SECTION 5: That 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 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: That the appropriate officials of the City of Tamarac, Florida 1 Temp. Reso. 9808 Page 5 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 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: That 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: That the Public Services Facilities Fund be amended in the amount of the purchase price of THREE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($3,850,000.00) plus additional costs relative to the acquisition as delineated in the Contract, said funds be appropriated into the account entitled "Land Acquisition Capital Account", and any and all subsequent budgetary transfers necessary to be in accordance with proper accounting standards are hereby authorized. SECTION 9: That all Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 10: That if any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or Temp. Reso. 9808 Page 6 June 13, 2002 Rev. #1 June 25, 2002 Rev. #2 June 26, 2002 invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 11: That this Resolution shall become effective immediately upon its passage and adoption. PASSED AND ADOPTED THIS 26th day of June, 2002 ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. K&tchell S. Ki City Attorney Y ` OE SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER AYE DIST 1: V/M. PORTNER AYE DIST 2: COMM. MISHKIN AYE DIST 3: COMM. SULTANOF AYE DIST 4: COMM. ROBERTS AYE 1 1 1 • AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY C� 3 r ` ull AGREEMENT made this � day of 2002, between LENNAR LAND PARTNERS, a Florida general partnership, with offices for the transaction of business at 1015 North State Road Seven, Bay C, Royal Palm Beach, FL 33411, (hereinafter referred to as "Seller"), and the CITY OF TAMARAC, a political subdivision of the State of Florida, with offices for the transaction of business at 7525 NW 88th 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: Parcel R of Kings Point Replat as recorded in Plat Book 156, Page 3, of the Public Records of Broward County, Florida (a/k/a Kings Point Rockford parcel, approximately 15.1 acres). 2. PURCHASE PRICE. The purchase price for the property described above shall be the sum of $3,850,000.00, said sum to be paid as follows: (A) DEPOSIT: Upon the execution of this Agreement by all parties, Buyer agrees to pay into escrow with W. Craig Eakin, P.A., (hereinafter referred to as "Escrow Agent"), the sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) 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 Page 1 of 10 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 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 ninety (90) 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 Page 2 of 10 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, Buyer shall remove same by a statutory permitted bond or otherwise within five (5) days of notice from Seller. To the extent allowed by law, Buyer shall hold Seller harmless for any damage resulting from the failure of Buyer or the agents, contractors, employees and representatives of Buyer to exercise reasonable care in the conduct of such tests, inspections or examinations. (B) FINANCING: Buyer shall have one hundred twenty (120) 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 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 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. Page 3 of 10 5. CLOSING. This Agreement shall be consummated and the purchase and sale concluded on or before thirty (30) 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. Within five (5) days following the Effective Date of this Agreement, 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 the Effective Date of this Agreement, 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; (E) a restrictive covenant included in the Deed (as hereinafter defined) restricting the use of the Property to public purposes only; and (F) other exceptions to title acceptable to Buyer pursuant to paragraph 7 below. 7. OBJECTIONS TO TITLE. The Buyer shall have twenty (20) days from following its receipt of the title insurance commitment to examine same and make written objections. If the Buyer has valid objections to the state of the title, the Seller shall have a period of time, not to 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 Page 4 of 10 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-day 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 and documentary stamps on the deed and Buyer's attorney's fees. Seller shall pay 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. 9. DEED. At the closing, the Seller shall convey good and marketable title to the Buyer by Special Warranty Deed ("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. Page 5 of 10 (C) Such additional documents, resolutions, certificates and instruments as the title company may reasonably require to transfer and insure the title to the Property. 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 that Buyer has employed Nathan Caplan/Cenmark Realty Services, Inc. to assist Buyer in this transaction. Buyer shall be solely responsible for the payment of compensation to Nathan Caplan/Cenmark Realty Services, Inc., said compensation to be in the amount of three percent (3%) of the purchase price. 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 88th Ave Tamarac, FL 33321 With Copy to: W. Craig Eakin, Esq. 2900 E. Oakland Park Blvd. Fort Lauderdale, FL 33306 To Seller: Doyle D. Dudley Lennar Homes - South Florida Land Division 1015 North State Road Seven, Bay C Royal Palm Beach, FL 33411 With Copy to: Gerald L. Knight, Esq. Holland & Knight LLP 1 East Broward Blvd., Suite 1300 Fort Lauderdale, FL 33301 Either party may change its address for notices and written communications hereunder by giving written notice of such change to the other party. Page 6 of 10 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 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. Page 7 of 10 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, WHERE IS". The property is being sold and conveyed to Buyer "As Is, Where is" and with all faults. 22. CERTAIN DEVELOPMENT RIGHTS. The property is included within the Kings Point Replat ("Replat"), which is entitled to certain Broward County school and road impact fee credits and vested entitlements relating to the Seller's proposed development of the real property shown on the Replat for residential purposes. Buyer and Seller acknowledge and agree that Seller shall remain entitled to receive the entire remaining school impact fee credits and vested entitlements relating to the Replat following the closing of this transaction. Buyer and Seller also acknowledge and agree that Buyer shall be entitled to utilize up to sixty-two (62) peak hour vehicular trips ("Buyer's Trips") of the remaining vested peak hour vehicular trips relating to the Replat and that Seller shall be entitled to receive the balance of the remaining peak hour vehicular trips relating to the Replat following the closing of this transaction. Buyer and Seller agree to join in and execute any and all applications and documents necessary for Buyer to receive and use Buyer's credits (Buyer's Trips) and for Seller to retain and use the remaining credits and vested entitlements within the Kings Point Replat. The obligations and rights of the parties contained in this paragraph shall survive the closing of this transaction. 23. CIC APPROVAL. Notwithstanding any provision contained hereto to the contrary, Seller's obligations under this Agreement are contingent upon its receipt of the written approval of the Corporate Investment Committee of Lennar Corporation. Page 8 of 10 Such approval shall be evidenced, if at all, by written notice to Buyer within thirty (30) days following the Effective Date of this Agreement. In the event said Corporate Investment Committee written approval is not obtained, this Agreement shall be null and void. No waiver of such condition shall be implied, but shall be expressed, if at all, only by written notice from Seller specifically waiving such condition. SIGNATURE PAGE - SELLER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. Witnesses as to Seller: LENNAR LAND PARTNERS, a Florida general partnership Print Name: ' E 0, <<r - Print Name: By: Lennar Homes, Inc., its attorney in fact By: A6�lb Doyle 6. Dudley, Vic resident Date: 6- 213 )2002. Page 9 of 10 SIGNATURE PAGE - BUYER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. Witnesses as to Buyer: t. Print Name: 4� & Print Name: N655A .e roved as to form: FTL1 #586284 v3 a7— CITY OF TAMARAC Print/ Sch r u\:, - r Name: Title: Mayor II Dated: _ l 3 ,2002. B 17 Print: rI FF/K 'Cr G Name: Title: City Manager Dated: % ,2002. Page 10 of 10