HomeMy WebLinkAboutCity of Tamarac Resolution R-2001-044January 24, 2001 - Temp. Reso. #9260 1
Revision No. 1 — February 6, 2001
Revision No. 2 — February 20, 2001
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2001- #'
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA,
AUTHORIZING THE APPROPRIATE CITY
OFFICIALS TO EXECUTE THE CONTRACT FOR
THE PURCHASE AND SALE OF REAL
PROPERTY AND CORRESPONDING
ADDENDUM BETWEEN SAMUEL BUTTERS
AND THE CITY OF TAMARAC FOR THE SALE
OF 1.3 ACRES OF A PARCEL OF LAND BEING
A PORTION OF THE NORTHWEST QUARTER
(N/W '/) OF TRACT 5, LESS THE NORTH 30
FEET THEREOF, IN SECTION 7, TOWNSHIP 49
SOUTH, RANGE 41 EAST, OF THE "FLORIDA
FRUIT LANDS COMPANY'S SUBDIVISION NO.
2" PLAT, ACCORDING TO THE PLAT THEREOF
AS RECORDED IN PLAT BOOK 1, PAGE 102 OF
THE PUBLIC RECORDS OF PALM BEACH
COUNTY, FLORIDA, SAID LANDS SITUATED,
LYING AND BEING IN THE CITY OF TAMARAC,
BROWARD COUNTY, FLORIDA, FURTHER
DESCRIBED IN EXHIBIT "A" OF THE
CONTRACT FOR PURCHASE AND SALE OF
REAL PROPERTY; AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE
A DEED CONVEYING THE SUBJECT
PROPERTY TO SAMUEL BUTTERS, OR
ASSIGNS; AUTHORIZING THE APPROPRIATE
CITY OFFICIALS TO EXECUTE STANDARD
SELLER'S NO -LIEN, GAP, AND FIRPTA
AFFIDAVITS; AND AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE
AN ASSIGNMENT OF DEVELOPER RIGHTS;
CASE NO 5-MI-01; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY;
AND PROVIDING FOR AN EFFECTIVE DATE.
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January 24, 2001 - Temp. Reso. #9260 2
Revision No. 1 - February 6, 2001
Revision No. 2 - February 20, 2001
WHEREAS, the City Commission of the City of Tamarac, Florida has identified the
1.3 acre parcel located along the east side of Hiatus Road approximately one-third (1/3)
mile south of McNab Road in the City of Tamarac, Florida as surplus land; and
WHEREAS, Mr. Samuel Butters has expressed an interest in buying the parcel to
incorporate it into the development of a larger parcel to the east as defined in Attachment
"'I" (attached hereto); and
WHEREAS, it has been determined and documented by outside legal counsel that
there is sufficient justification for not using a public bid process as outlined in Attachment
"2" (attached hereto); and
WHEREAS, the appraised value of the parcel has been determined to be
$90,000.00 by Meacham and Associates, Inc., the appraiser hired by the City of Tamarac;
and
WHEREAS, Mr. Samuel Butters has agreed to compensate the City of Tamarac for
the appraised value of the land with a combination of cash, professional services and credit
for previously donated land as defined in the addendum to the Contract for Purchase and
Sale of Real Property (Attachment "3" attached hereto); and
WHEREAS, a contract for the purchase of said land has been offered to the City of
Tamarac by the adjacent land owner, Mr. Samuel Butters; and
WHEREAS, the Director of Community Development recommends approval; 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 authorize the 0
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January 24, 2001 - Temp. Reso. #9260 3
Revision No. 1 - February 6, 2001
Revision No. 2 - February 20, 2001
appropriate City Officials to execute the Contract for the Purchase and Sale of Real
Property and corresponding Addendum between Samuel Butters and the City of Tamarac
for the sale of 1.3 acres of a parcel of land being a portion of the northwest quarter (N/W
1/) of Tract 5, less the north 30 feet thereof, in Section 7, Township 49 South, Range 41
East of the "Florida Fruit Lands Company's Subdivision No. 2" Plat, according to the Plat
thereof as recorded in Plat Book 1, Page 102 of the Public Records of Palm Beach County,
Florida, said lands situated, lying and being in the City of Tamarac, Broward County,
Florida, further described in Exhibit "A" of the Contract for Purchase and Sale of Real
Property; authorizing the appropriate City Officials to execute a deed conveying the subject
property to Samuel Butters, or assigns; authorizing the appropriate City Officials to execute
standard Seller's No -Lien, Gap, and FIRPTA affidavits; and authorizing the appropriate City
Officials to execute an Assignment of Developer Rights.
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: That the City Commission hereby authorizes the appropriate
City Officials to execute the Contract for Purchase and Sale of Real Property and
0 corresponding Addendum between Samuel Butters and the City of Tamarac in a
January 24, 2001 - Temp. Reso. #9260 4
Revision No. 1 — February 6, 2001
Revision No. 2 — February 20, 2001
combination of cash, professional services and credit for previously donated land in an
amount equal to Ninety -Thousand ($90,000.00) Dollars for the sale of 1.3 acres of a parcel
of land being a portion of the northwest quarter (N/W 1/) of Tract 5, less the north 30 feet
thereof, in Section 7, Township 49 South, Range 41 East of the "Florida Fruit Lands
Company's Subdivision No. 2" Plat, according to the Plat thereof as recorded in Plat Book
1, Page 102 of the Public Records of Palm Beach County, Florida, said lands situated,
lying and being in the City of Tamarac, Broward County, Florida, further described in
Exhibit "A" of the Contract for Purchase and Sale of Real Property; authorizing the
appropriate City Officials to execute a deed conveying the subject property to Samuel
Butters, or assigns; authorizing the appropriate City Officials to execute standard Seller's
No -Lien, Gap, and FIRPTA affidavits; and authorizing the appropriate City Officials to
execute an Assignment of Developer Rights
SECTION 3: That the City Commission hereby authorizes the appropriate
City Officials to execute:
(a) A Deed conveying the Subject Property to Samuel Butters, or assigns; and
(b) Seller's No -Lien, Gap and FIRPTA Affidavits; and
(c) An Assignment of Developer Rights.
SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
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
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January 24, 2001 - Temp. Reso. #9260 5
Revision No. 1 — February 6, 2001
Revision No. 2 — February 20, 2001
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
';FrTinN R.
passage and adoption.
This Resolution shall become effective immediately upon its
PASSED, ADOPTED AND APPROVED this 28" day of February, 2001.
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MARION S ENSON, CIVIC
CITY CLERK
I HEREBY CERTIFY that I
naa-
Sgroved this
TION as to frSrm.
TCHELL S: AF
CITY ATTOREY
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0
JOE SCHREIBER
MAYOR
RECORD OF COMMISSION
MAYOR SCHREIBER -
DIST 1: COMM. PORTNER�
DIST 2: COMM. MISHKIN
DIST 3: COMM. SULTANOF,
DIST 4: VIM ROBERTS
ATTACHMENT "3" TEMP RESO #9260
C NTRACI FOR PURCHASE AND SALE OF REAL PROPERTY
This Contract is made and entered into as of the 6 day of ,
2000, by and between THE CITY OF TAMARAC, a municipal corporation (the "Seller') and
SAMUEL BUTTERS (the "Buyer").
In consideration of the mutual agreements herein set forth, the parties hereto agree
as follows:
1. Defin' i n . The following terms when used in this Contract for Purchase and
Sale shall have the following meanings:
1.1. Attorneys' Fees. All reasonable fees and expenses charged by an
attorney for his services and the services of any paralegals, legal assistants or law clerks, including
(but not limited to) fees and expenses charged for representation at the trial level and in all appeals.
1.2. Business Day. Any day that the banks in Broward County, Florida are
open for business, excluding Saturdays and Sundays.
1.3. $My.�. Samuel Butters. Buyer's mailing address is 2005 West Cypress
Creek Road, Suite 202, Fort Lauderdale, Florida 33309; Telephone (954) 771-5056; Telecopy (954)
771-9282. Buyer's taxpayer identification number is 261-818-116.
1.4. Bu er's Attorne . Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., Attention: Shawn Bayne, Esquire. Buyer's Attorney's mailing address is 200 East
Broward Blvd., Suite 1900, Fort Lauderdale, Florida 33301; Telephone (954) 462-9590; Telecopy
(954) 462-9567.
1.5. Buyer's Costs. Buyer's documented out-of-pocket costs with respect
to the purchase of the Land, including but not limited to charges for surveys, lien searches, title
examinations, soil tests, feasibility studies, appraisals environmental audits, engineering and
architectural work, and Attorneys' Fees incurred in the negotiation and preparation of this Contract.
1.6. Cash to QQse. The Purchase Price plus all of Buyer's closing costs
specified herein, subject to the adjustments herein set forth, less the Deposit.
1.7. Cl. osinQ. The delivery of the Deed to Buyer concurrently with the
delivery of the Purchase Price to Seller.
1.8. Closing Agent. Buyer's Attorney as agent for the Title Company shall
be the Closing Agent.
1.9. Closing Dale. The date of the Closing, which shall be the date that
is thirty (30) days from the date hereof or such other dates as may be provided by this Contract.
1.10. Contract. This Contract for Purchase and Sale of Real Property.
1.11. Deed. The Special Warranty Deed which conveys the Land from
Seller to Buyer.
1.12. De o i . The sum of Five Thousand Dollars ($5,000.00), together with
all interest earned on said sum while it is held in escrow by Escrow Agent in accordance with this
Contract.
1.13. Effective DiAe. The date this Contract is executed by the last party
(excluding Escrow Agent) to sign it.
1.14. Escrow Agent. Buyer's Attorney shall be the Escrow Agent.
1.15. Governmentgl Authority. Any federal, state, county, municipal or
other governmental department, entity, authority, commission, board, bureau, court, agency or any
instrumentality of any of them.
1.16. Governor ntal Requirement. Any law, enactment, statute, code,
ordinance, rule, regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license,
authorization, agreement, or other direction or requirement of any Governmental Authority now
existing or hereafter enacted, adopted, promulgated, entered, or issued applicable to the Seller or the
Property.
1.17. HazardgUa Material. Any flammable or explosive materials, petroleum
or petroleum products, oil, crude oil, natural gas or synthetic gas usable for fuel, radioactive
materials, hazardous wastes or substances or toxic wastes or substances, including, without
limitation, any substances now or hereafter defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "toxic materials" or "toxic substances"
under any applicable Governmental Requirements.
1.18. Land. That certain real property located in Broward County, Florida
consisting of 1.3 acres, more or less, and more particularly described in Exhibit "A" attached hereto
and made a part hereof, together with all property rights, easements, privileges and appurtenances
thereto and all leases, rents, and profits derived therefrom. The Land is vacant.
1.19. Pro e . The Land and Improvements; provided, however, that if the
Land is vacant, the Property shall mean the Land.
1.20. Purchasr, Price. The sum of Ninety Thousand and No/100 Dollars
($90,000.00); Buyer and Seller hereby acknowledge that Buyer shall receive the following credits
against the Purchase Price at closing:
1.20.1. $47,700.00 credit for land previously conveyed by an
affiliate of Buyer to Seller; and
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1.20.2. $22,300.00 credit in consideration of Buyers' agreement
to provide site preparation work for McNab Park, as requested by Seller, including land clearing and
grading (up to a maximum amount of $22,300.00).
1.21. Seller. The City of Tamarac, a municipal corporation. Seller's mailing
address is 7525 NW 88" Avenue, Tamarac, Florida 33321 Telephone (954) 724-1230; Telecopy
(954) 724-2454. Seller's taxpayer identification number is 'bra- Sy c-
1.22. Seller's Attorney. W. Craig Eakin, P.A., Attention: W. Craig Eakin,
Esq. Seller's Attomey's mailing address is 2900 E. Oakland Park Blvd., Fort Lauderdale, Florida
33306 Telephone (954) 566-7417; Telecopy (954) 565-2392.
1.23. Title Co fitment. An ALTA title insurance commitment (1966
Revision) from the Title Company, agreeing to issue the Title Policy to Buyer upon satisfaction of
the Buyer's obligations pursuant to this Contract.
1.24. Title . Lawyers Title Insurance Corporation or such other
nationally recognized title insurance company licensed to write title insurance in the State of Florida
approved by Buyer.
1.25. Title. . An ALTA Form 13-1970 owner's title insurance policy
(Revised 10/17/70 and 10/17/84) in the amount of the Purchase Price, insuring Buyer's title to the
Land.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and
Buyer agrees to purchase and acquire the Property from Seller on the terms and conditions
hereinafter set forth.
3. Purchasr, Rrice. The Purchase Price shall be paid as follows:
3.1. Deposit. Concurrently with the execution of this Contract by Buyer
and Seller, Buyer shall deliver to Escrow Agent the Deposit. The Deposit shall be placed by Escrow
Agent in a non -interest -bearing escrow account with a commercial or savings bank doing business
in Broward County, Florida.
3.2. Cash to Close. The Cash to Close and the Deposit shall be paid to
Seller in accordance with the closing procedure hereinafter set forth. Buyer shall receive a credit at
Closing for the interest earned on the Deposit and the items listed in subsections 1.20.1 and 1.20.2
above.
4. Title.
4.1. Marketable Titlr,_to Land. Seller shall convey to Buyer marketable title
to the Land, subject only to those exceptions to which Buyer has agreed to take title. Marketable title
shall be determined according to the Title Standards adopted by authority of The Florida Bar and in
accordance with law.
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1.20.2. $22,300.00 credit in consideration of Buyers' agreement
to provide site preparation work for McNab Park, as requested by Seller, including land clearing and
grading (up to a maximum amount of $22,300.00).
1.21. Seller. The City of Tamarac, a municipal corporation. Seller's mailing
address is 7525 NW 88`h Avenue, Tamarac, Florida 33321 Telephone (954) 724-1230; Telecopy
(954) 724-2454. Seller's taxpayer identification number is
1.22. Seller's Attorney. W. Craig Eakin, P.A., Attention: W. Craig Eakin,
Esq. Seller's Attorney's mailing address is 2900 E. Oakland Park Blvd., Fort Lauderdale, Florida
33306 Telephone (954) 566-7417; Telecopy (954) 565-2392.
1.23. Title Co . An ALTA title insurance commitment (1966
Revision) from the Title Company, agreeing to issue the Title Policy to Buyer upon satisfaction of
the Buyer's obligations pursuant to this Contract.
1.24. Title Company. Lawyers Title Insurance Corporation or such other
nationally recognized title insurance company licensed to write title insurance in the State of Florida
approved by Buyer.
1.25. Title Policy. An ALTA Form B-1970 owner's title insurance policy
(Revised 10/17/70 and 10/17/84) in the amount of the Purchase Price, insuring Buyer's title to the
Land.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and
Buyer agrees to purchase and acquire the Property from Seller on the terms and conditions
hereinafter set forth.
3. Purchase Price. The Purchase Price shall be paid as follows:
3.1. Deposit. Concurrently with the execution of this Contract by Buyer
and Seller, Buyer shall deliver to Escrow Agent the Deposit. The Deposit shall be placed by Escrow
Agent in a non -interest -bearing escrow account with a commercial or savings bank doing business
in Broward County, Florida.
3.2. Cash to Close. The Cash to Close and the Deposit shall be paid to
Seller in accordance with the closing procedure hereinafter set forth. Buyer shall receive a credit at
Closing for the interest earned on the Deposit and the items listed in subsections 1.20.1 and 1.20.2
above.
4.1. Marketable i le to Lan . Seller shall convey to Buyer marketable title
to the Land, subject only to those exceptions to which Buyer has agreed to take title. Marketable title
shall be determined according to the Title Standards adopted by authority of The Florida Bar and in
accordance with law.
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4.2. Delivery of Title Policy. Within three (3) days following the Effective
Date, Seller, at its cost, shall deliver to Buyer its prior owner's policy for the Land.
4.3. Buyer to Notify Seller of Additional_Ex9eptim. Buyer shall have
until the date that is twenty (20) days from the date hereof to obtain the Title Commitment and to
examine same. If the Title Commitment reflects that title to the Land is subject to any exception
unacceptable to Buyer (the "Additional Exceptions"), or if at any time after delivery of the Title
Commitment and prior to Closing, Buyer receives notice of or otherwise discovers that title to the
Land is subject to any exceptions unacceptable to Buyer, Buyer shall notify Seller in writing of the
Additional Exceptions to which Buyer objects within ten (10) days after Buyer receives notice of
such exceptions.
4.4. Additioniql Exceptions. After Buyer has notified Seller of any
Additional Exceptions (including any Additional Exceptions arising after the original effective date
of the Title Commitment) to which Buyer objects, Seller shall have the right, but not the obligation,
to take the actions necessary to have the Additional Exceptions deleted by the Title Company, or
transferred to bond so that the Additional Exceptions are removed from the Title Commitment.
Seller shall provide Buyer with written notice of its election as to whether or not it will cure the
Additional Exceptions within five (5) days after Seller's receipt of Buyer's notice of any Additional
Exceptions. If Seller notifies Buyer that it will not attempt to cure the Additional Exceptions, Buyer
shall have the option, to be exercised within fifteen (15) days after Buyer's receipt of Seller's notice,
to either (a) proceed to Closing and accept title in its existing condition without adjustment to the
Purchase Price, or (b) terminate the Contract by sending written notice of termination to Seller and
Escrow Agent.
4.5. Termination of Contract. Upon the termination of this Contract
pursuant to Section 4.4, Escrow Agent shall return the Deposit to Buyer, and, thereafter, neither
Buyer nor Seller shall have any further rights or obligations hereunder except as otherwise provided
in this Contract.
5. Seller's &Presentations.
5.1. Representations and Warranties. Seller hereby represents and warrants
to Buyer as of the Effective Date and as of the Closing Date as follows:
5.1.1. Seller's Existence. Seller is a Florida municipal corporation
duly organized, existing, in good standing and qualified to do business under the laws of Florida, and
Seller has full power and authority to own and sell the Property and to comply with the terms of this
Contract.
5.1.2. A r't . The execution and delivery of this Contract by
Seller and the consummation by Seller of the transaction contemplated by this Contract are within
Seller's capacity and all requisite action has been taken to make this Contract valid and binding on
Seller in accordance with its terms.
MEAN
5.1.3. No Legal Bar. The execution by Seller of this Contract and
the consummation by Seller of the transaction hereby contemplated does not, and on the Closing
Date will not (a) result in a breach of or default under any indenture, agreement, instrument or
obligation to which Seller is a party and which affects all or any portion of the Property, (b) result
in the imposition of any lien or encumbrance upon the Property under any agreement or other
instrument to which Seller is a parry or by which Seller or the Property might be bound, or (c)
constitute a violation of any Governmental Requirement.
5.1.4. No De . Seller is not in default under any indenture,
mortgage, deed of trust, loan agreement, or other agreement to which Seller is a party and which
affects any portion of the Property.
5.1.5. Compliance With Governmental Reguirements. Seller and the
Property are in compliance with all Governmental Requirements.
5.1.6. Lifigation. There are no actions, suits, or proceedings pending
or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the
Property.
5.1.7. No Qondemnation Pending or Threatened. There is no pending
or threatened condemnation or similar proceeding affecting the Property or any portion thereof, nor
has Seller knowledge that any such action is presently contemplated.
5.1.8. No Hazardous Material. Seller is not aware of any prior use
of the Property for the handling, storage, transportation or disposal of Hazardous Material and the
Property is not presently being used for the handling, storage, transportation or disposal of
Hazardous Material.
5.1.9. No Special Assessments or Impact Fees. No portion of the
Property is currently affected by any special assessments or impact fees imposed by any
Governmental Authority.
5.1.10, Parties in P-ossession. There are no parties other than
Seller in possession of any portion of the Property.
5.2. Survival of Renresentatinns. All of the representations of the Seller
set forth in this Contract shall be true upon the execution of this Contract, shall be deemed to be
repeated at and as of the Closing Date, and shall be true as of the Closing Date. All of the
representations, warranties and agreements of the Seller set forth in this Contract shall survive the
Closing for a period of six (6) months.
6. Buver'5 Representations. Buyer hereby represents and warrants to the Seller
as of the Effective Date and as of the Closing Date the execution and delivery of this Contract by
Buyer and the consummation by Buyer of the transaction hereby contemplated are within Buyer's
capacity and all requisite action has been taken to make this Contract valid and binding on Buyer in
accordance with its terms.
7. Conditions to &iyer's Qbligglion to Close. Buyer shall be obligated to close
under this Contract when each of the following conditions are either fulfilled or waived, in writing,
by Buyer:
7.1. Compliance with Cove=15. Seller shall have performed all
covenants, agreements and obligations and complied with all conditions required by this Contract
to be performed or complied with by Seller prior to the Closing Date.
7.2. Delivery of Documents. Seller shall be prepared to deliver to Buyer
all instruments and documents to be delivered to Buyer at the Closing pursuant to this Contract.
7.3. No Prior Termination. This Contract shall not have been previously
terminated pursuant to any other provision hereof.
7.4. atisfaction of Other Conditions. All conditions to Closing otherwise
contained in this Contract shall have been satisfied.
7.5. Representations and Warranties. All of Seller's representations and
warranties shall be true and correct.
7.6. Status of Title. The status of title to the Land shall be as required by
this Contract.
$. Closing. Subject to all of the provisions of this Contract, Buyer and Seller
shall close this transaction on the Closing Date commencing at 10:00 a.m. The Closing shall take
place at the office of Buyer's Attorney.
9. Seller's Closing Documents.
9.1. Documents. At Closing, Seller shall deliver the following documents
("Seller's Closing Documents") to Buyer:
9.1.1. Deed. Seller shall convey title to the Property by deed, the
form of which is attached hereto as Exhibit "B", subject only to land use designation, zoning
restrictions, prohibitions and other requirements imposed by Governmental Authority; restrictions,
easements, and matters appearing on the plat or otherwise common to the subdivision; public utility
easements of record; taxes for the year of Closing and subsequent years, if any; matters contained
in this Contract and matters otherwise accepted by Buyer.
9.1.2. Seller's No Lien. Gap and FIRPIA Affdail. An affidavit
from Seller attesting that (a) no individual, entity or Governmental Authority has any claim against
the Property under the applicable contractor's lien law, (b) except for Seller, no individual, entity or
Governmental Authority is either in possession of the Property or has a possessory interest or claim
in the Property, and (c) no improvements to the Property have been made for which payment has not
been made. The Seller's affidavit shall include language sufficient to enable the Title Company to
insure the "gap", i.e., delete as an exception to the Title Commitment any matters appearing between
CZZ
the effective date of the Title Commitment and the effective date of the Title Policy. The affidavit
shall also include the certification of non -foreign status required under Section 1445 of the Internal
Revenue Code to avoid the withholding of income tax by the Buyer.
9.1.3. Assignnrnot gf Developer Rigbt�. An assignment of developer
rights, if such developer rights were previously assigned to Seller.
9.1.4. Authorizing Resglutions. Certificates of such resolutions in
form and content as Buyer may reasonably request evidencing Seller's existence, power, and
authority to enter into and execute this Contract and to consummate the transaction herein
contemplated.
9.2. Pre -Closing Delive . Copies of Seller's Closing Documents shall be
delivered to Buyer's Attorney for review not less than ten (10) days prior to the Closing Date.
10. is Closing uments.
10.1. Documents. At Closing, Buyer shall deliver the following documents
("Buyer's Closing Documents") to Seller:
10.1.1. Corporate Resolution. A certificate of a resolution of
Buyer authorizing the entering into and execution of this Contract and the consummation of the
transaction herein contemplated.
10.1.2. Post Closing AgrgrMents. (1) An agreement whereby
Buyer agrees, in writing and at Buyer's sole cost and expense, to pay for all outside consultants to
review, on behalf of Seller, all civil plans related to Buyer's development of the Property and the
development of Buyer's adjacent property which will be developed contemporaneously with the
development of the Property, from the time of Buyer's submittal of same, until the Seller's issuance
of a certificate of occupancy for same and (2) an agreement (the "Site Work Agreement") whereby
Buyer agrees, in writing and at Buyer's sole cost and expense, to provide site preparation services
to Seller for McNab Park, as requested by Seller, which services shall include the clearing and
grading of the site known as McNab Park up to a maximum amount of $22,300.00. Samuel and
Nathan Butters shall secure Seller as to the provision of such future site preparation services by
providing Seller with a letter of credit from a national lending institution in connection with Buyer's
obligations under the Site Work Agreement.
10.1.3. Closing- Statement. A closing statement setting forth
the Purchase Price, Deposit an d all credits, adjustments and prorations between Buyer and Seller,
and the net Cash to Close due Seller.
10.2. Pre- 1 i ,g,Deliverv. Copies of Buyer's Closing Documents shall be
delivered to Seller's Attorney for review not less than ten (10) days prior to the Closing Date.
11, Closing Procedure. The Closing shall proceed in the following manner:
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11.1. Iransfer of Funds. Buyer shall pay the Cash to Close and Escrow
Agent shall deliver the Deposit to the Closing Agent by wire transfer to a depository designated by
Closing Agent.
11.2. Delivery of Documents. Buyer shall deliver Buyer's Closing
Documents, and Seller shall deliver Seller's Closing Documents, to Closing Agent.
11.3. Disbursement ofEgd Documents. Once the Title Company has
"insured the gap," i.e., endorsed the Title Commitment to delete the exception for matters appearing
between the effective date of the Title Commitment and the effective date of the Title Policy, then
Closing Agent shall disburse the Deposit, Cash to Close, and Buyer's Closing Documents to Seller,
and the Seller's Closing Documents to Buyer; provided, however, that Closing Agent shall record
the Deed in the Public Records of the county where the Land is located.
12. Prorations and ClQsiniz Costs.
12.1. Prorations. The following items shall be prorated and adjusted
between Seller and Buyer as of the midnight preceding the Closing, except as otherwise specified:
12.1.1. Taxes,. Real estate and personal property taxes shall
be prorated on the following basis:
12.1.1.1. If a tax bill for the year of Closing is available
(after November 1), then proration shall be based upon the current bill.
12.1.1.2. If the assessment for the year is available, but
not the actual tax bill (between August 1 and November 1), then proration shall be based upon the
assessment and the TRIM Notice.
12.1.1.3. If neither the assessment for the year nor the tax
bill is available (between January 1 and August 1), then proration shall be based upon the prior year's
tax bill.
12.1.1A.
maximum discount for early payment of taxes.
In all events proration shall be include the
12.1.2. Pending _and Certified, Liens. Certified municipal liens
and pending municipal liens for which work has been substantially completed shall be paid by the
Seller and other pending liens shall be assumed by the Buyer.
12.1.3. Other Items. All other income and expenses of the
Property shall be prorated or adjusted in accordance with this Contract.
12.2. Renroration of Taxed. At the Closing, the above -referenced items shall
be prorated and adjusted as indicated. If subsequent to the Closing taxes for the year of Closing are
determined to be higher or lower than as prorated, a reproration and adjustment will be made at the
W10
request of Buyer or Seller upon presentation of actual tax bills, and any payment required as a result
of the reproration shall be made within ten (10) days following demand therefor. All other
prorations and adjustments shall be final. This provision shall survive the Closing.
12.3. Buyer's Clo5ing Costs. Buyer shall pay for the following items prior
to or at the time of Closing:
Documentary stamps on Deed
Recording of Deed
Title Commitment
Title Policy
Survey
Seller's Legal Fees in an amount no greater than and no less than
$2,000.00.
13. Possession. Buyer shall be granted full possession of the Property at Closing.
14. Condemnation. In the event of the institution of any proceedings by any
Governmental Authority which shall relate to the proposed taking of any portion of the Property by
eminent domain prior to Closing, or in the event of the taking of any portion of the Property by
eminent domain prior to Closing, Seller shall promptly notify Buyer and Buyer shall thereafter have
the right and option to terminate this Contract by giving Seller written notice of Buyer's election to
terminate within fifteen (15) days after receipt by Buyer of the notice from Seller. Seller hereby
agrees to furnish Buyer with written notice of a proposed condemnation within two (2) Business
Days after Seller's receipt of such notification. Should Buyer terminate this Contract, the Deposit
shall immediately be returned to Buyer and thereafter the parties hereto shall be released from their
respective obligations and liabilities hereunder. Should Buyer elect not to terminate, the parties
hereto shall proceed to Closing and Seller shall assign all of its right, title and interest in all awards
in connection with such taking to Buyer.
15. is Remedies for Seller's Default. In the event that this transaction fails
to close due to a refusal to close or default on the part of Seller, Buyer as its sole remedy shall have
the right to elect one of the following mutually exclusive options:
15.1. Buyer may terminate the Contract, receive a return of the Deposit from
Escrow Agent, and thereafter neither Buyer nor Seller shall have any further obligations under this
Contract.
15.2. Buyer may receive a return of the Deposit from the Escrow Agent and
seek specific performance of the Contract.
16.Seller's Remedies fQr Buyer's Default. In the event that this transaction fails
to close due to a refusal or default on the part of Buyer, the Deposit shall be paid by the Escrow
Agent to the Seller as agreed -upon liquidated damages and thereafter, except as otherwise
specifically set forth in this Contract, neither Buyer nor Seller shall have any further obligation under
this Contract. Buyer and Seller acknowledge that if Buyer defaults, Seller will suffer damages in an
ME
amount which cannot be ascertained with reasonable certainty on the Effective Date and that the
Deposit to be paid to Seller most closely approximates the amount necessary to compensate Seller
in the event of such default. Buyer and Seller agree that this is a bona fide liquidated damage
provision and not a penalty or forfeiture provision.
17. Indemnification. Each party represents to the other that no broker has been
involved in this transaction. It is agreed that if any claims for brokerage commissions or fees are
ever made against Seller or Buyer in connection with this transaction, all such claims shall be
handled and paid by the party whose actions or alleged commitments form the basis of such claim.
It is further agreed that each party agrees to indemnify and hold harmless the other from and against
any and all such claims or demands with respect to any brokerage fees or agents' commissions or
other compensation asserted by any person, firm, or corporation in connection with this Agreement
or the transactions contemplated hereby.
18. No is . Any notice, request, demand, instruction or other communication
to be given to either party hereunder, except where required to be delivered at the Closing, shall be
in writing and shall either be (a) hand -delivered, (b) sent by Federal Express or a comparable
overnight mail service, or (c) mailed by U.S. registered or certified mail, return receipt requested,
postage prepaid, or (d) sent by telephone facsimile transmission provided that an original copy of
the transmission shall be mailed by regular mail, to Buyer, Seller, Buyer's Attorney, Seller's
Attorney, and Escrow Agent, at their respective addresses set forth in Section 1 of this Contract.
Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The
addressees and addresses for the purpose of this paragraph may be changed by giving; notice. Unless
and until such written notice is received, the last addressee and address stated herein shall be deemed
to continue in effect for all purposes hereunder.
19. Escrow Agent. The escrow of the Deposit shall be subject to the following
Provisions:
19.1. Duties and Authorization. The payment of the Deposit to the Escrow
Agent is for the accommodation of the parties. The duties of the Escrow Agent shall be determined
solely by the express provisions of this Contract. The parties authorize the Escrow Agent, without
creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit
becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the
litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any
further responsibility under this Contract. The undersigned also authorize the Escrow Agent, if it
is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction
and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully
relieved and discharged of any further responsibility hereunder.
19.2. Li4bi!. The Escrow Agent shall not be liable for any mistake of fact
or error of judgment or any acts or omissions of any kind unless caused by its willful misconduct or
gross negligence. The Escrow Agent shall be entitled to rely on any instrument or signature believed
by it to be genuine and may assume that any person purporting to give any writing, notice or
instruction in connection with this Contract is duly authorized to do so by the party on whose behalf
such writing, notice, or instruction is given.
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19.3. Indemnification. The parties will, and hereby agree to, jointly and
severally, indemnify the Escrow Agent for and hold it harmless against any loss, liability, or expense
incurred without gross negligence or wilful misconduct on the part of the Escrow Agent arising out
of or in connection with the acceptance of, or the performance of its duties under, this Contract, as
well as the costs and expenses of defending against any claim or liability arising under this Contract.
This provision shall survive the Closing or termination of this Contract.
20. Assignment. This Contract may be freely assigned by Buyer without Seller's
consent to any entity in which Samuel Butters has an interest and thereafter Buyer shall be relieved
of all obligation hereunder, except for Buyer's personal guarantee under the Site Work Agreement,
provided that Buyer's assignee shall be obligated to close under this Contract in the same manner as
Buyer. In the event of an assignment of the Contract by Buyer, a duly executed Assignment of this
Contract and Buyer's rights to the Deposit shall be delivered to Seller and Escrow Agent on or before
the Closing Date.
21. Miscellaneous.
21.1. Counterparts. This Contract may be executed in any number of
counterparts, any one and all of which shall constitute the contract of the parties and each of which
shall be deemed an original.
21.2. Section and Paraeranh Headings. The section and paragraph headings
herein contained are for the purposes of identification only and shall not be considered in construing
this Contract.
21.3. Amendment. No modification or amendment of this Contract shall
be of any force or effect unless in writing executed by both Seller and Buyer.
21.4. Attorneys' Fees. If any party obtains a judgment against any other
party by reason of breach of this Contract, Attorneys' Fees and costs shall be included in such
judgment.
21.5. Governing aw. This Contract shall be interpreted in accordance with
the internal laws of the State of Florida, both substantive and remedial.
21.6. Entire Contract. This Contract sets forth the entire agreement between
Seller and Buyer relating to the Property and all subject matter herein and supersedes all prior and
contemporaneous negotiations, understandings and agreements, written or oral, between the parties.
21.7. Time of the Essence. Time is of the essence in the performance of all
obligations by Buyer and Seller under this Contract.
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21.8. Computation of Time. Any time period provided for in this Contract
which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full Business
Day.
21.9. Successors and Assigns. This Contract shall inure to the benefit of and
be binding upon the permitted successors and assigns of the parties hereto.
21.10. Survival. All representations and warranties of Seller set forth in this
Contract shall survive the Closing for a period of six (6) months.
21.11. Construction of Contrag. All of the parties to this Contract have
participated freely in the negotiation and preparation hereof; accordingly, this Contract shall not be
more strictly construed against any one of the parties hereto.
21.12. Gender. As used in this Contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall include the singular as
the context may require.
22. Notice Eggarding &don Gas. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit.
SIM
IN WITNESS WHEREOF, the parties have executed this Contract as of the dates
indicated below.
SELLER:
THE CITY OF TAMARAC,
a municipal corporation
By:
Print e: Joe Schreiber
Title: Mayor
By
Print Na# Affrey L. Miller
Title: I City Manager
MitcMl S. Kraft to
City Attorney
Date: 3/6-/a !
T:\W-SB\33589\062\contract3
BUYER:
, P '—' a
SAMUEL BUTTERS
r
Date: • `l.)J
ESCROW AGENT: (as to only those Sections of
the Contract pertaining to the Escrow Agent's rights
and responsibilities):
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
By: �-�---- _
Shawn Bayne, Shareholder
mail
ADDENDUM TO CONTRACT FOR PURCHASE AND SALE OF REAL
PROPERTY BETWEEN THE CITY OF TAMARAC, A MUNICIPAL
CORPORATION, AS SELLER AND SAMUEL BUTTERS, AS BUYER DATED
1�a8 , 2001 (the "Contract").
Buyer and Seller hereby agree as follows:
1. As further clarification of Section 1.2 of the Contract, Buyer and Seller acknowledge
that the Purchase Price shall be the sum of $90,000.00, payable as follows:
a) Buyer shall receive a credit against the Purchase Price in the amount of
$47,700.00 for land previously conveyed by an affiliate of Buyer to Seller;
b) Buyer shall receive a credit against the Purchase Price in the amount of
$22,300.00 in consideration of Buyer's agreement to provide the site
preparation work for McNab Park as set forth in the Contract; and
c) The balance, i.e., $20,000.00 shall be paid by Buyer to Seller in cash at
Closing in accordance with the terms and conditions of the Contract.
2. All capitalized, defined terms used herein shall have the same meaning set forth in
the Contract.
SELLER:
THE CITY OF TAMARAC,
a municipal corporation
By:
Print e: Joe Schreiber
Title: Mayor
By:
/o� Print NZYL lqeffrey L. Miller
Titjv,, I City Manager -
Mitchell S. KI
City Attorney
Date:
I AW-SB\335 W062\addendum
BUYER: .,
SAMUEL BUTTERS
Date: 'Scxn� 1 O( ZOO(
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EXHIBIT "B"
This Document prepared by:
W. Craig Eakin, Esquire
2900 E. Oakland Park Blvd.
Fort Lauderdale, FL 33306
Record and Return to:
Shawn Bayne, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
200 East Broward Blvd, Suite 1900
Fort Lauderdale, FL 33301
Parcel ID #
Grantee's Tax ID #
This Deed, Made this ad" day of 7 , 2001, A.D., Between CITY OF TAMARAC,
a Florida municipal corporation, whose mailing address is 7525 f4W 88`h Avenue, Tamarac, Florida 33321, grantor,
and whose mailing address is
, grantee,
WIA58► I *'1.1*4Q:.I
That GRANTOR, for and in consideration of the sum of TEN AND No/100 ($10.00) DOLLARS, and other
good and valuable consideration to GRANTOR in hand paid by GRANTEE, the receipt whereof is hereby
acknowledged, has granted, bargained and sold to the said GRANTEE and GRANTEE'S heirs and assigns forever, the
following described land, situate, lying and being in the County of Broward, State of Florida, to wit:
SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY
REFERENCE.
Subject to: land use designation; zoning restrictions; prohibitions and other requirements imposed by
Governmental Authority; restrictions, easements and matters appearing on the plat or otherwise common to the
subdivision; public utility easements of record; taxes for the year 2001 and subsequent years.
Together with all the tenements, hereditaments and appurtenances belonging or in any way appertaining
to the real property described in Exhibit "A" attached hereto.
To Have and to Hold the same in fee simple forever.
And Grantor hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple and
that Grantor has good right and lawful authority to sell and convey the Property.
Page 1 of 3
In Witness Whereof, Grantor has hereunto set its hands and seal the day and year first above written.
Signed, sealed and delivered in our presence:
Printed name:
Wi s
� � 1. 4,1, J Z.
C
Printed name: 7'yi1,j tJ
Witness
Printed Name: `
�1'0x JAC
Printed Name: VL)AJ
MitY ell S. Kraft,
Title: City Attorney
7525 NW 88`h Avenue
Tamarac, FL 33321-2401
STATE OF FLORIDA
COUNTY OF BROWARD
CITY OF TAMARAC, a Florida municipal
corporation.
x By: (. ,
,I -,',( *'Print Nam _) E:K L. r'<(c-Lest
Title: City Manager
7525 NW 88`n Avenue
Tamarac, FL 33321-2401
By:
Print e: 6Z-
Title: Mayor
7525 NW 88t' Avenue
Tamarac, FL 33321-2401
19aThe foregoing instrument was acknowledged before me this 5- day ofltlAee- 9 ,
by M)udX the City Manager of the City of Tamarac, a
municipal corporation of the State of Florida. He is personally known to me s
OFFI � �f1RYS
NOTARY p[.TLWE AA
COMMISSION NO. OF FLC7RIDA
•
b1Y �MMISSION �CCTi5T20
SEPr ]5
Pri ame: -Ue-4m 4-
Notary Public
My commission expires:
Page 2 of 3
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this ,S day of M,4k C 4 ,
�AJy S-e- , the Mayor of the City of Tamarac, a municipal
corporation of the State of Florida. He is personally known to me
Print,Name: .7"u�ve �A, c,Jh► j.�
Notary Public
My commission expires:
OFF7CIAr NQTAKYS) AL
NOTARY 'JUN> A WHrTE
PCIBLIC SI ATE OF7RIDA
COMMISSION NO. CC775720
MYCOMMrssloN irXP. SFPP 15 002
Page 3 of 3
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