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HomeMy WebLinkAboutBUTTERS DEED AND ASSIGNMENT OF DEV. RIGHTS0 0 )a Adj I '61 o/ ■ 3127/01 W. CRAIG EAKIN, P.A. ATTORNEY AT LAW March 20, 2001 J. Christopher King Director of Community Development City of Tamarac 7525 NW 88(" Ave. Tamarac, FL 33321-2401 Re: Tamarac Sale to Butters Dear Chris: COMMUNITY DEVELOPMENT 01 MAR 22 AU3215T OAKLAND PARK BOULEVARD FORT LAUDERDALE. FLORIDA 33306 TELEPHONE (954) 566-741 7 FACSIMILE (954) 565-2392 ._Zs rsa It appears as if we are almost ready to close the above -referenced transaction. From a review of my file I have the following. On or about February 28, 2001, the City Commission of the City of Tamarac passed, adopted and approved Resolution No. R-2001-44, which"Resolution authorized the appropriate City officials to execute a Contract for Purchase and Sale of Real Property and corresponding Addendum between Samuel Butters and the City of Tamarac.. Said Resolution also authorized the appropriate City officials to execute the closing documents necessary to close the transaction (e.g., the Deed, Seller's No -Lien, Gap and FIRPTA Affidavits, Assignment of Developer's Rights, etc.). A copy of Resolution No. R-2001-44 is enclosed for ease of reference. I anticipate that the Buyer's attorney and I may in a position in the near future to schedule a Closing. As such, I am forwarding herewith the closing documents that need to be executed on behalf of the City of Tamarac and returned to me for delivery to the Buyer at Closing. I have reviewed all of the enclosed documents and it is my opinion that they are acceptable for execution. The documents I am forwarding for execution are as follows: 1. Deed conveying the subject property to Mr. Butter's assignees (Note: Per the Contract Mr. Butters was able to assign the Contract to an entity in which he retains an interest.. 2. Assignment of Developer's Rights, Governmental Permits, Licenses and Approvals. 3. Seller's No -Lien, Gap and FIRPTA Affidavit. 4. Post Closing Agreement (Consultant's Fees). 5. Post Closing Agreement (Site Work). 6. Closing Statement and Disbursement Sheet. All of these documents require the signature of the Mayor and City Manager, as well as Mitch Kraft's approval as to form. In addition, the Mayor and City Manager's signature on the Deed, Assignment of Developer's Rights, Governmental Permits, Licenses and Approvals, and Seller's No -Lien, Gap and FIRPTA Affidavit need to be acknowledged by a Notary Public. Once you have all of the documents executed on behalf of the City of Tamarac, please forward same to my attention so that I may deliver them at Closing. At Closing I will obtain copies of all of the fully executed documents for both your files and mine, as well as the Seller's proceeds check in the sum of $20,000.00, which I will forward on to your attention. At this time I have nothing further to offer; however, if you need anything further from me please feel free to contact me _the office. WCE/wce Enclosures cc: Mitch Kraft, Esq. w/o enclosure Jeff Miller w/o enclosure This Instrument Was Prepared By: Record and Return To: Shawn Bayne, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 200 East Broward Boulevard, Suite 1900 Fort Lauderdale, Florida 33301 Property Appraiser Identification No. Grantee's Tax Identification No. DEED THIS DEED made this-e—day of ? 2001 between CITY OF TAMARAC, corporation, whose mailing address is 752�. 88th Avenue, Tamarac, Florida 33321- a municipalrp g 2401, grantor, and SB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described and NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described (as tenants in common) (hereinafter collectively referred to as the "GRANTEE"), whose mailing address is 2005 West Cypress Creels Road, Suite 202, Fort Lauderdale, Florida 33309, grantee. WJTNESSETH: That GRANTOR, for and in consideration of the sure of TEN DOLLARS ($10.00) 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 County, State of Florida, to wit: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE (the "Property"). 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 Property. 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. 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 Print Narne: Al k1 )�- Pri ame:N� Gcll,�lT� Print Name: ,/ dirw) By: %-- Mitchell S. Kraft, s Title: City Attorney 7525 N.W. 88`' Avenue Tamarac, FL 33321-2401 STATE OF FLORIDA ) ) SS: COUNTY OF BROWARD ) CITY OF TAMARAC, a Florida municipal corporation B'`�-�-- Y Prin ame: Q 6 .52 ��<,97 Title: Mayor 7525 N.W.88th Avenue Tamarac, FL 33321-2401 By: Print Nam • �3,4Title: City Manager 7525 N.W.88th Avenue Tamarac, FL 33321-2401 ACKNOWLEDGMENT The foregoing instrument was acknowledged before me this l— day of 2001 by Sat and _M, respectively, the Mayor and the City Manager of the City of Tamarac, a municipal corporation of the State of Florida, on behalf of the corporation. They are personally known to me or have produced their as identification. My Commission Expires: 14)-405 Lillian Paton MY COMMISSION # CC882222 EXPIRES IAW-SIA reed December I 2JV3 Cx- - 2-Q� - Notary Public, State of Florida Print Name: )�11\ i A L) Q iy 0 tJ Commission No. C-C- � & Z. iy.M EXHIBIT "A" Legal. Description A portion of the West one-half (W 1/2) of Tract 5, all in Section 7, Township 49 South, Range 41 East, of FLORIDA FRUIT LAND COMPANY SUBDIVISION NO. 2, according to the Plat thereof, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, and being more fully described as follows: COMMENCING at the Northeast corner of said Section 7; thence South 010 24' 48" East, on the East line of said Section 7, a distance of 1649.44 feet to a point of intersection with the Easterly extension of the South line of Parcel "B", S & N PLAT, according to the Plat thereof, as recorded in `Plat Book 154, page 38, of the Public Records of Broward County, Florida; thence South 890 24' 52" West on said Easterly extension, a distance of 53.01 feet; thence South 010 24' 48" East, on a line 53.00 feet West of (as measured at right angles) and parallel with the said East line of Section 7, a distance of 659.83 feet to a point on the South line of said North one-half (N 1/2) of Tract 4; thence South 890 21' 33" West, on said South line, a distance of 1024.33 feet, to a point on the West line of said Tract 4, said point also being on the East line of said Tract 5; thence South 010 04' 45" East on said East line, a distance of 315.39 feet to a point on a line 15.00 feet North of and parallel with the South line of the Northeast one -quarter (NE 1/4) of said Section 7; thence South 890 19' 54" West, on said parallel line, a distance of 290.45 feet, to a point on the Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) and a point on a curve, a radial line from said point bears South 550 55' 50" West; thence Northwesterly on said right-of-way line and on said curve to the left, with a radius of 1008.00 feet, a central angle of 081, 20' 03", an arc distance of 146.22 feet to a point of tangency; thence continuing Northwesterly on said right-of-way line with a bearing of North 420 24' 13" West; a distance of 230.67 feet to the POINT OF BEGINNING, said POINT OF BEGINNING being on the East line of said West one- half (W 1/2); thence continuing North 420 24' 13" West, on said Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) a distance of 387.64 feet to a pint curve; thence Northeasterly on said right-of-way line and on said curve to the right, with a radius of 902.00 feet, a central angle of 05" 38' 25", an arc distance of 88.79 feet to a point on the North line of said Tract 5, said point also being on the South line of said Parcel "B", S & N PLAT; thence North 890 23' 12" East on said North line of Tract 5 and also on said South line of Parcel "B", a distance of 312.28 feet to the Northeast corner of the said West one-half (W 1/2) of Tract 5; thence South 000 54' 45" East, on the East line of said West one-half (W 1/2) of Tract 5, a distance of 358.03 feet to the POINT OF BEGINNING. Said lands situate, lying and being in the City of Tamarac, Broward County, Florida. ASSIGNMENT OF DEVELOPER'S RIGHTS, GOVERNMENTAL PERMITS, LIENSES AND APPROVALS KNOW ALL MEN BY THESE PRESENTS, that the CITY OF TAMARAC, a Florida municipal corporation (hereinafter referred to as the "Assignor"), in consideration of the sum of TEN AND NO/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by SB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described and NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described (as tenants in common) (hereinafter collectively referred to as "Assignee"), the receipt and sufficiency whereof is hereby acknowledged, has granted, bargained, sold, assigned, transferred and set -over, and by these presents does grant, bargain, sell, assign, transfer and set -over unto Assignee, its successors and assigns forever, all of the following: 1. All of Assignor's right, title and interest in and to all developer rights that exist in relation to the property described on Exhibit "A". 2. All of Assignor's right, title and interest in and to all governmental permits, licenses, approvals and agreements owned, held or issued to Assignor as they relate to the property described on Exhibit "A", including, without limitation, the permits, licenses, approvals and agreements, to the extent that such exist and are assignable. TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns forever. IN WITNESS WHEREOF, Assignor has caused this instrument to be duly executed this day of , 2001. Signed, sealed and delivered in our presence: CITY OF TAMARAC, a Florida municipal corporation Print Name: zo/) /f,1 P t Name:-�"N.NE` cc1 j. Ou— Print Name: PV Name: �� 6 Print ame: f ©E f: _l i2�14545-'o Title: Mayor 7525 N.W.88th Avenue Tamarac, FL 33321-2401 By: Print N ..UEFA Title: City Manager )'i 7525 N.W.88th Avenue Tamarac, FL 33321-2401 Approved rm: By: teh 11 S. Kraft, Es ui ir Title: City Attorney 7525 N.W. 88t" Avenue Tamarac, FL 33321-2401 ACKNOWLEDGMENT STATE OF FLORIDA ) ) SS: COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this _ day of , n the Cit 2001 by a 6v and , respectively, the Mayor a y Manager of the City of Tamarac, a municipal corporation of the State of Florida, on behalf of the corporation. They are personally known to me or have produced their as identification. My Commission Expires: 1 ( z'l 8.5 Notary Public, State of Florida e �aW Q Print Name: Lillian Pobon Commission No. CC- A-5,; MY CQMMISSIQN # CC882222 EXPIRES :December 1Z 2003 �BONDED THRUTROY FAININSURANCE INC 1AW-SB 33584\062\AssignmentDev wpm EXHIBIT "A" Legal Description A portion of the West one-half (W 112) of Tract 5, all in Section 7, Township 49 South, Range 41 East, of FLORIDA FRUIT LAND COMPANY SUBDIVISION NO. 2, according to the Plat thereof, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, and being more fully described as follows: COMMENCING at the Northeast corner of said Section 7; thence South 010 24' 48" East, on the East line of said Section 7, a distance of 1649.44 feet to a point of intersection with the Easterly extension of the South line of Parcel "B", S & N PLAT, according to the Plat thereof, as recorded in Plat Book 154, page 38, of the Public Records of Broward County, Florida; thence South 891, 24' 52" West on said Easterly extension, a distance of 53.01 feet; thence South 010 24' 48" East, on a line 53.00 feet West of (as measured at right angles) and parallel with the said East line of Section 7, a distance of 659.83 feet to a point on the South line of said North one-half (N 1/2) of Tract 4; thence South 890 21' 33" West, on said South line, a distance of 1024.33 feet, to a point on the West line of said Tract 4, said point also being on the East line of said Tract 5; thence South 010 04' 45" East on said East line, a distance of 315.39 feet to a point on a line 15.00 feet North of and parallel with the South line of the Northeast one -quarter (NE 1/4) of said Section 7; thence South 890 19' 54" West, on said parallel line, a distance of 290.45 feet, to a point on the Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) and a point on a curve, a radial line from said point bears South 550 55' 50" West; thence Northwesterly on said right-of-way line and on said curve to the left, with a radius of 1008.00 feet, a central angle of 080 20' 03", an arc distance of 146.22 feet to a point of tangency; thence continuing Northwesterly on said right-of-way line with a bearing of North 420 24' 13" West, a distance of 230.67 feet to the POINT OF BEGINNING, said POINT OF BEGINNING being on the East line of said West one- half (W 1/2); thence continuing North 420 24' 13" West, on said Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) a distance of 387.64 feet to a pint curve; thence Northeasterly on said right-of-way line and on said curve to the right, with a radius of 902.00 feet, a central angle of 050 38' 25", an arc distance of 88.79 feet to a point on the North line of said Tract 5, said point also being on the South line of said Parcel "B", S & N PLAT; thence North 890 23' 12" East on said North line of Tract 5 and also on said South line of Parcel "B", a distance of 312.28 feet to the Northeast corner of the said West one-half (W 1/2) of Tract 5; thence South 000 54' 45" East, on the East line of said West one-half (W 1/2) of Tract 5, a distance of 358.03 feet to the POINT OF BEGINNING. Said lands situate, lying and being in the City of Tamarac, Broward County, Florida. SELLER'S NO -LIEN, GAP AND FiRPTA AFFIDAVI STATE OF FLORIDA ) ) SS: COUNTY OF &mj0g� ) BEFORE ME, the undersigned authority, personally appeared (the "Affiant"), who, being first duly sworn, on oath, states as follows: Mo,v\ oY l . Affiant is the Ci of the City of Tamarac, a Florida municipal corporation (the "Seller"). 2. Seller is the owner of and has agreed to sell to SB Tamarac Commerce Center, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described and NB Tamarac Commerce Center, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described (as tenants in common) (hereinafter collectively referred to as the "Buyer"), the real property located in Broward County, Florida, and more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Property"). 3. There are no parties other than Seller in possession of, or claiming possession to, the Property, and there are no facts known to Seller which could give rise to a claim being asserted to any of the Property. 4. Except for the contract for the sale of the Property to Buyer, there is no agreement, contract, or commitment for the sale, lease, mortgage, option, or creation of any other encumbrance of the Property. S. The Property is free and clear of all liens, taxes, encumbrances and claims of every kind, nature and description whatsoever, except for the exceptions set forth in that certain deed (the "Deed") of even date herewith conveying the Property from Seller to Buyer, and there are no taxes, liens or assessments due or about to become due which could attach to the Property. 6. There have been no improvements, repairs, additions or alterations performed upon or to the Property by Seller or at Seller's direction within the past ninety (90) days for which payment has not been made; Seller has not entered into any agreement or contract with any party for the furnishing of any labor, services or materials in connection with any improvements, repairs, or additions for which payment has not been made; and there are no parties who have any claim or right to a lien for services, labor or material in connection with any improvements, repairs, additions or alterations on the Property. 7. There are no actions or proceedings now pending against Seller or the Property in any state or federal court, including, but not limited to, proceedings in bankruptcy, receivership or insolvency, nor are there any judgments or liens of any nature which constitute or could constitute a charge or lien upon the Property. 8. Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the Buyer that withholding of tax is not required upon the disposition of a U.S. real property interest by Seller, Seller hereby certifies the following: 8.1 Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate for the purposes of U.S. income taxation (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). 8.2 Seller's taxpayer identification number is %i - 03 Moll r) - 153/ C , 8.3 Seller's office address is 7525 Northwest 88" Avenue, Tamarac, Florida 33321-2401. 8.4 Affiant understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. 9. There are no matters pending against Seller that could give rise to a lien that would attach to the Property between the date hereof and the recording of the Deed, and Seller has not and will not execute any instrument that would adversely affect title to the Property. 10. This Affidavit is made for the purpose of inducing Buyer to purchase the Property from Seller and to induce Lawyers Title Insurance Corporation to insure title to the Property in Buyer. Title: City 7525 N. W Attorney 88`" Avenue Tamarac, FL 33321-2401 CITY OF TAMARAC, a Florida municipal corporation By: r Prii ame: © 6;7- Title: Mayor 7525 N.W.88th Avenue Tamarac, FL 33321-2401 By: [ A 64�� Print Na • �- �� A Title: City Manager �' 7525 N.W.88th Avenue Tamarac, FL 33321-2401 -2- Sworn to and subscribed before me this q day of , 2001 by Se 4v,e and 4 1YY, l , respectively, the Mayor and the City Manager of the City of Tamarac, a municipal corporation of the State of Florida, on behalf of the corporation. They are personally known to me or have produced their as identification. My Commission Expires: �Z� kz lo-5 Notary Public, State of Florida Print Name: Commission No. C �-� U111an Pabon MY COMMISSION # CC882222 EXPIRES ' ` .E December 1$ 2003 90NDED THRU TROY FAIN INSURANCE, INC. I:\W-SB\33584\Db2\Attidavit-NnLien —3— EXHIBIT "A" Legal Description A portion of the West one-half (W 1/2) of Tract 5, all in Section 7, Township 49 South, Range 41 East, of FLORIDA FRUIT LAND COMPANY SUBDIVISION NO. 2, according to the Plat thereof, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, and being more fully described as follows: COMMENCING at the Northeast corner of said Section 7; thence South 010 24' 48" East, on the East line of said Section 7, a distance of 1649.44 feet to a point of intersection with the Easterly extension of the South line of Parcel "B", S & N PLAT, according to the Plat thereof, as recorded in Plat Book 154, page 38, of the Public Records of Broward County, Florida; thence South 890 24' 52" West on said Easterly extension, a distance of 53.01 feet; thence South 010 24' 48" East, on a line 53.00 feet West of (as measured at right angles) and parallel with the said East line of Section 7, a distance of 659.83 feet to a point on the South line of said North one-half (N 1/2) of Tract 4; thence South 890 21' 33" West, on said South line, a distance of 1024.33 feet, to a point on the West line of said Tract 4, said point also being on the East line of said Tract 5; thence South 010 04' 45" East on said East line, a distance of 315.39 feet to a point on a line 15.00 feet North of and parallel with the South line of the Northeast one -quarter (NE 1/4) of said Section 7; thence South 890 19' 54" West, on said parallel line, a distance of 290.45 feet, to a point on the Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) and a point on a curve, a radial line from said point bears South 550 55' 50" West; thence Northwesterly on said right-of-way line and on said curve to the left, with a radius of 1008.00 feet, a central angle of 080 20' 03", an arc distance of 146.22 feet to a point of tangency; thence continuing Northwesterly on said right-of-way line with a bearing of North 420 24' 13" West; a distance of 230.67 feet to the POINT OF BEGINNING, said POINT OF BEGINNING being on the East line of said West one- half (W 1/2); thence continuing North 420 24' 13" West, on said Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) a distance of 387.64 feet to a pint curve; thence Northeasterly on said right-of-way line and on said curve to the right, with a radius of 902.00 feet, a central angle of 050 38' 25", an arc distance of 88.79 feet to a point on the North line of said Tract 5, said point also being on the South line of said Parcel "B", S & N PLAT; thence North 890 23' 12" East on said North line of Tract 5 and also on said South line of Parcel "B", a distance of 312.28 feet to the Northeast corner of the said West one-half (W 1/2) of Tract 5; thence South 001, 54' 45" East, on the East line of said West one-half (W 1/2) of Tract 5, a distance of 358.03 feet to the POINT OF BEGINNING. Said lands situate, lying and being in the City of Tamarac, Broward County, Florida. POST CLOSING AGREEMENT (Consultant's Fees) This Post Closing Agreement (this "Agreement") is entered into as of _ _ 2001, by and between the CITY OF TAMARAC, a municipal corporation (the "City") and SB TAiALARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described and NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described (as tenants in common) (collectively, the 'Buyer"). WITNESSETH: WHEREAS, the City has sold to Buyer an approximately 1.3 acre tract of land (the "Property") located in the City of Tamarac, Broward County, Florida, pursuant to that certain Contract for Purchase and Sale of Real Property dated as of February 28, 2001 (as amended, the "Contract"); WIIEREAS, the Contract provides that Buyer shall pay for all third party, outside consultant fees incurred by the City in connection with the City's review of the civil plans submitted by Buyer to the City for the development of the Property and the property described on Exhibit "A" attached hereto (the "Adjacent Property") to the extent described herein. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Buyer covenant and agree as follows: l . Reimbursements for Fees. Buyer shall, at its sole cost and expense, reimburse the City for all third party outside (i.e. non -City employees or agents) consultant fees incurred by the City (the "Fees") in connection with the City's review of the civil plans submitted by the Buyer to the City for the development of the Property and the Adjacent Property until such time as certificates of occupancy have been issued by the City for the initial improvements to be constructed thereon, within thirty (30) days from the date the City delivers a written invoice to the Buyer describing the Fees then due. 2. Modification and Termination. This Agreement shall not be modified, revoked, released, or terminated, except upon the mutual consent of the City and Buyer given in writing. 3. Bindine Effect. This Agreement contains the entire understanding between and among the parties hereto, and shall be binding upon and inure to the benefit of such parties, and subject to its terms, their respective successors, heirs, assigns, and legal representatives. 4. Governing- Law, This Agreement is being executed and delivered in and shall be governed by and construed and enforced in accordance with the laws of the State of Florida. 5. Notices. Any notices required or permitted to be given hereunder shall be given either by a national overnight delivery courier service, by certified or registered mail, return receipt requested, to the following addresses or to such other single address as either party thereto shall notify the other, or by facsimile transmission to the numbers set forth below: CITY OF TAMARAC: City Manager 7525 N.W. 88t" Avenue Tamarac, Florida 33321-2401 (954) 724-2454 COPY TO: Mitchell S. Kraft, Esq. City Attorney 7525 N.W. 88`" Avenue Tamarac, Florida 33321-2401 (954)724-1370 BUYER: 2005 West Cypress Creek Road Suite 202 Fort Lauderdale, Florida 33309 (954) 771-9282 Attn: Sam Butters EXECUTED as of the date first above written: WITNESSES: Print Name: - ,4WL P t Name: ;:n"fal LJ r 7 r / � Print Name: t-WlvM/ LL: NO<ame: Tcs �/� w k ti-rtr to Title: City Attorney 7525 N.W. 88"' Avenue Tamarac, FL 33321-2401 C ity: CITY OF TAMARAC, a Florida municipal corporation By: nm,_vl Prin ame: Title: Mayor 7525 N.W. 88TH Avenue Tamarac, FT., 33321-2401 By:� -,* 1 Print Nam - F J(- Y fitle: City Manager 7525 N.W. 88th Avenue K Tamarac, FL 33321-2401 WITNESSES: Print Name: Print Name: Print Name: Print Name: 1:\W-5B\33584\062\postclosingagreement2 K! Bu er: SB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company By:_ Name: Title: NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company By: — Name: Title: POST CLOSING AGREEMENT (Site Work) This Post Closing Agreement (this "Agreement") is entered into as of , 2001, by and between the CITY OF TAMARAC, a municipal corporation (the "City") and SB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described and NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as to an undivided one-half interest in the real property hereinafter described (as tenants in common) (collectively, the 'Buyer"). WITNESSETH: WHEREAS, the City has sold to Buyer an approximately 1.3 acre tract of land (the "Property") located in the City of Tamarac, Broward County, Florida, pursuant to that certain Contract for Purchase and Sale of Real Property dated as of February 28, 2001 (as amended, the "Contract"); WHEREAS, the Contract provides that Buyer shall perform certain clearing work, as set forth in Paragraph 10.1.2 of the Contract, for the property described on Exhibit "A" attached hereto (the "MeNab Park"); and WHEREAS, the City and Buyer hereby agree that a letter of credit (the "Letter of Credit") in the form attached hereto as Exhibit "B" shall be deposited by Buyer in escrow with the City to be disbursed in accordance with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Buyer covenant and agree as follows: 1.. Receipt of Letter of Credit. The City hereby acknowledges receipt of the Letter of Credit and agrees to hold and disburse the same in strict accordance with the provisions of this Agreement. 2. Performance of Site Work. Buyer shall, at its sole cost and expense, to the extent provided for herein, clear, or cause others to clear, approximately eight (8) acres of bush and trees (the "Site Work") located within McNab Park. Notwithstanding the foregoing, or anything contained herein to the contrary, the Buyer's obligation to perform the Site Work shall be limited as follows: (1) Tn no event shall the Buyer be required to incur any fees, costs, or expenses or expend any sums in excess of $22,300,00 in connection with the Site Work; (2) Buyer's obligation to perform the Site Work shall terminate on the earlier to occur of (a) the date that is twelve (12) months from the date hereof and (b) the time Buyer and Seller have reasonably agreed that Buyer has incurred or expended $22,300.00 in fees, costs and expense in connection with the Site Work; and (3) The City shall be responsible for obtaining and providing the Buyer with all approvals and permits from all applicable governmental authorities which are required to perform the Site Work. 3. R�e edv. In the event the Buyer fails to commence performance of tlYe Site Work within thirty (30) calendar days after (i) its receipt of a written request from the City to perform the Site Work _U_d (ii) its receipt of all applicable governmental approvals and permits relating to the Site Work, then the City may, at any time after the passage of ten (10) calendar days following written notice to the Buyer of its election to perform such work, commence and proceed to complete such work and then draw on the letter of Credit from time -to -time to pay for direct, out-of-pocket expenses incurred by the City in completing such work. Notwithstanding the foregoing, in the event Buyer is delayed in the fulfillment of any obligation set forth in this Agreement, by Force Majeure (as hereinafter defined), then the period of time for Buyer to fulfill its obligation shall be extended by the period of time during which Buyer was delayed by Force Majeure. "Force Majeure", as used herein, shall mean any delay arising from or as a result of strike or lockout, explosion, sabotage, accident, riot or civil commotion, act of war, fire, or other catastrophe, or any other cause beyond the reasonable control of Buyer. 4. Modification and Terminalio . This Agreement shall not be modified, revoked, released, or terminated, except upon the mutual consent of the City and Buyer given in writing. 5. Bindinsz Effect. This Agreement contains the entire understanding between and among the parties hereto, and shall be binding upon and inure to the benefit of such parties, and subject to its terms, their respective successors, heirs, assigns, and legal representatives. 6. Governing Law. This Agreement is being executed and delivered in and shall be governed by and construed and enforced in accordance with the laws of the State of Florida. 7. Notices. Any notices required or permitted to be given hereunder shall be given either by a national overnight delivery courier service, by certified or registered mail, return receipt requested, to the following addresses or to such other single address as either party thereto shall notify the other, or by facsimile transmission to the numbers set forth below: CITY OF TAMARAC: City Manager 7525 N.W. 88"' Avenue Tamarac, Florida 33321-2401 (954) 724-2454 COPY TO: Mitchell S. Kraft, Esq. City Attorney 7525 N.W. 88"' Avenue Tarnarac, Florida 33321-2401 (954)724-1370 BUYS 2005 West Cypress Creek Road Suite 202 Fort Lauderdale, Florida 33309 (954)771-9282 Attn: Sam Butters P� EXECUTED as of the date first above written: WITNESSES: l % / Print Name: l...%, Pri Name: -1-4eNGf W � Print Name: ., '0- Pr' Name:Sa,J� 42411 L 1 S. Kraft, FXquire Title: City Attorney 7525 N.W. 88`' Avenue Tamarac, FL 33321-2401 WITNESSES: Print Name: Print Name: Print Name: Print Name: 1:\ W-SS\33584\0G2\hostclosingagreement 1 City: CITY OF TAMARAC, a Florida municipal corporation By: / Prin ame: Title: Mayor 7525 N.W. 88TI4 Avenue Tamarac, FL 33321-2401 By: 4- y Print Nam EGG 'y�3_\Title: City Manager 7525 N.W. 88th Avenue Tamarac, FL 33321-2401 Buyer: SB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company By:_ Name: Title: NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company By:_ Narne: Title: 3 EXHIBIT "A" (Parcel A) A Portion of that parcel of land recorded in OR Book 12202, Page 947, Public Records of Broward County, Florida, being more particularly described as follows: A parcel of land lying in Tracts 14, 15 and 16 in Section 7, Township 49 South, Range 41 East in the FLORIDA FRUITLANDS COMPANY'S SUBDIVISION NO.2, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, being more particularly described as follows: Commence at the Northwest corner of Section 7 said point having a Florida State Plane Coordinate ofN691838.31 and E730240.57 (East Zone); thence on a grid bearing of North 89033'15" East along the North line of said Section 7, a distance of 15.00 feet to a line 15.00 East of and parallel with the West line of Section 7; thence South 00005106" East along said parallel line a distance of 15.00 feet to a line 15.00 feet South of and parallel with the said North line of Section 7; thence North 89°33'15" East along said parallel line a distance of 1048.99 feet, said point being the POINT OF BEGINNING; thence South 00"24'54" East a distance of 979.25 feet; thence South 89°28'12" West a distance of 350.00 feet; thence South 00°24'54" East a distance of 994.76 feet to the South line of said Tract 14; thence South 89°23'12" West a distance of 172.92 feet; thence North 05 °33'43" West a distance of 249.79 feet to a point of curvature of a non - tangent curve concave to the East; thence Northerly along the arc of said curve to the right, having a central angle of 04" 11'56" and a radius of 11,309.16 feet for an arc distance of 828.79 feet to a Point of Tangency; thence North 00' 13'25" West along a line tangent to the last described curve a distance of 898.07 feet; thence North 89°33'15" East a distance of 569.91 feet to the POINT OF BEGINNING. LESS: (Parcel B) That portion of Tracts 14 and 15 of FLORIDA FRUITLANDS COMPANY'S SUBDIVISION NO. 2, of Section 7, Township 49 South, Range 41, East, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, that lies East of the Sawgrass Expressway right-of-way and lies West of the "GOULD SOUTH" Plat. Said Parcel of land lying and being in the City of Tamarac, Broward County, Florida. SELLER: BUYER: TITLE AGENT: PROPERTY: PRICE: CLOSING DATE: CLOSING STATEMENT AND DISBURSEMENT SHEET CITY OF TAMARAC SB TAMARAC COMMERCE CENTER, LLC a Florida limited liability company and NB TAMARAC COMMERCE CENTER, LLC, a Florida limited liability company, as tenants in common STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. See Exhibit "A" attached hereto and made a part hereof $90,000.00 March _, 2001 I; � �TIf11�1;�fJ;��I17Y1�t�lyl�I;7 PURCHASE PRICE $90,000.00 Deposit held in escrow 5,000.00 Credit for Land Previously Conveyed by an Affiliate of Buyer to Seller 47,700.00 Credit for Site Work Preparation for McNab Park 22,300.00 ADJUSTED PURCHASE PRICE $1515 000.00 EXPENSES: BUYER Documentary Stamps on Deed $630.00 Record Deed (3p.) 15.00 Seller's Legal Fees re: Contract, Real Estate Closing 2,000.00 and Miscellaneous Expenses (courier charges, facsimiles, photocopies, long distance, etc.) Buyer's Legal Fees $12,000.00 Owner's Title Policy 517.50 Title Search $365.00 A-1 Lien Search $210.00 McLaughlin Engineering $250.00 TOTAL EXPENSES $15,987.50 RECAPITULATI�: SELLER: Adjusted Purchase Price $15,000.00 Plus Deposit held in escrow 5,000.00 NET CASH DUE SELLER IM000.00 11311=4 Adjusted Purchase Price $15,000.00 Plus: Expenses 15,987.50 TOTAL CASH DUE FROM BUYER $30.987.50 RECEIPTS From Buyer: Deposit held in Escrow $5,000.00 Wire from Buyer 30,987.50 TOTAL RECEIPTS 87.50 so DISBURSEMENTS: City of Tamarac Board of County Commissioners McLaughlin Engineering Company A-1 Title Support Services Lawyers Title Insurance Corporation W. Craig Eakin, P.A. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. TOTAL DISBURSEMENTS $20,000.00 645.00 250.00 210.00 882.50 2,000.00 12,000.00 $35.987.50 Buyer and Seller acknowledge that each has reviewed all of the entries on this Closing Statement and each confirms that all of the entries thereon are true and correct. Buyer and Seller authorize STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., to distribute the closing funds in accordance with the Closing Statement. Buyer and Seller agree to cooperate with STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. in order to adjust for any clerical errors in any of the documents executed in connection with the closing of the Property, including, but not limited to, typographical errors concerning the names of the parties or the legal description of the Property, typographical errors concerning dates of documents, and typographical errors or miscalculations concerning the Closing Statement. Buyer and Seller agree to comply with requests within 30 days from the date of the mailing of any request. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. has not adjusted for and assumes no responsibility for charges for water, sewer, gas, electricity, telephone, taxes on personal property, hazard, flood or homeowner's insurance, garbage taxes, licenses, nor any assessment, special assessment, charge or amount due, (whether by municipality or otherwise) not recorded in Official Records Books of Broward County, Florida. Buyer and Seller agree that STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. shall have no responsibility in connection therewith and is hereby released and held harmless by both parties as to the consequences regarding any such adjustments. Buyer and Seller both warrant to STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. that no broker was involved in this transaction except as set forth herein. The Buyer and Seller both hereby agree to and shall at such party's own expense, protect, indemnify, defend and hold STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. harmless from and against any and all liability, loss, expense or damage that may arise by reason of any claim by any party with regard to any brokerage fees in connection with the subject transaction not set forth herein. This indemnification shall survive the full payment and performance of any loan involved in the subject transaction. Under IRS Regulation 1.6045-4(e)(5), STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., whose address is 200 East Broward Boulevard, Suite 1900, Fort Lauderdale, Florida 33301, is the person designated as the "1099" reporting person with respect to this transaction. The Seller's address is 7525 N.W. 88`h Avenue, Tamarac, Florida 33321. The Buyer's address is 2005 West Cypress Creek Road, Suite 202, Ft. Lauderdale, Florida 33309. The address of the Property is not available - the Property is vacant land. A copy of the legal description is attached as Exhibit "A". The Seller, Buyer and designated reporting person agree to retain a copy of the Closing Statement for this transaction for four years following the close of this calendar year. EXHIBIT "A" Legal Description A portion of the West one-half (W 1/2) of Tract 5, all in Section 7, Township 49 South, Range 41 East, of FLORIDA FRUIT LAND COMPANY SUBDIVISION NO. 2, according to the Plat thereof, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, and being more fully described as follows: COMMENCING at the Northeast corner of said Section 7; thence South 010 24' 48" East, on the East line of said Section 7, a distance of 1649.44 feet to a point of intersection with the Easterly extension of the South line of Parcel "B", S & N PLAT, according to the Plat thereof, as recorded in `Plat Book 154, page 38, of the Public Records of Broward County, Florida; thence South 890 24' 52" West on said Easterly extension, a distance of 53.01 feet; thence South 010 24' 48" East, on a line 53.00 feet West of (as measured at right angles) and parallel with the said East line of Section 7, a distance of 659.83 feet to a point on the South line of said North one --half (N 1/2) of Tract 4; thence South 890 21' 33" West, on said South line, a distance of 1024.33 feet, to a point on the West line of said Tract 4, said point also being on the East line of said Tract 5; thence South 010 04' 45" East on said East line, a distance of 315.39 feet to a point on a line 15.00 feet North of and parallel with the South line of the Northeast one -quarter (NE '/a) of said Section 7; thence South 890 19' 54" West, on said parallel line, a distance of 290.45 feet, to a point on the Northeasterly right-of-way line of Hiatus Road (106 feet of right-of-way) and a point on a curve, a radial line from said point bears South 55° 55' 50" West; thence Northwesterly on said right-of-way line and on said curve to the left, with a radius of 1008.00 feet, a central angle of 080 20' 03", an arc distance of 146.22 feet to a point of tangency; thence continuing Northwesterly on said right-of-way line with a bearing of North 420 24' 13" West, a distance of 230.67 feet to the POINT OF BEGINNING, said POINT OF BEGINNING being on the East line of said West one- half (W 1/2); thence continuing North 420 24' 13" West, on said Northeasterly right-of-way` line of Hiatus Road (106 feet of right-of-way) a distance of 387.64 feet to a pint curve; thence Northeasterly on said right-of-way line and on said curve to the right, with a radius of 902.00 feet, a central angle of 050 38' 25", an arc distance of 88.79 feet to a point on the North line of said Tract 5, said point also being on the South line of said Parcel "B", S & N PLAT; thence North 890 23' 12" East on said North line of Tract 5 and also on said South line of Parcel "B", a distance of 312.28 feet to the Northeast corner of the said West one-half (W 1/2) of Tract 5; thence South 0011 54' 45" East, on the East line of said West one-half (W 1/2) of Tract 5, a distance of 358.03 feet to the POINT OF BEGINNING. Said lands situate, lying and being in the City of Tamarac, Broward County, Florida.