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HomeMy WebLinkAboutR-1998-008 I RESOLUTION NO. 08-98 A RESOLUTION OF THE CITY OF DANIA, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ENTER INTO A CONTRACT FOR PURCHASE OF REAL PROPERTY BETWEEN THE CITY OF DANIA AND ALANCO/CASCADE, INC. , A FLORIDA CORPORATION, FOR PROPERTY CONSISTING OF APPROXIMATELY 4 .95 ACRES AND GENERALLY LOCATED AT S .W. 3OTH AVENUE AND S.W. 45TH STREET IN THE CITY OF DANIA, AS LEGALLY DESCRIBED IN EXHIBIT "A" TO THIS RESOLUTION; PROVIDING THAT ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH BE REPEALED TO THE EXTENT OF SUCH CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Dania desires to purchase a parcel of real property in the western area of the city for the purposes of constructing and operating a fire rescue facility; and WHEREAS, Alanco/Cascade, Inc. , a Florida corporation, is I offering for sale a parcel of vacant real property consisting of approximately 4 . 95 acres and generally located at S .W. 30`h Avenue i and S.W. 45th Street in the City of Dania, in accordance with the terms of a purchase and sale agreement attached to this Resolution and marked Exhibit "A"; and WHEREAS, City of Dania has caused to be completed an appraisal of the subject property by a qualified appraiser in accordance with the provisions of Section 166 . 045, Florida Statutes (1995) ; and WHEREAS, the city commission of the City of Dania wants to enter into a purchase and sale agreement with Alanco/Cascade, Inc. in accordance with the terms and provisions of the purchase and v� sale agreement attached hereto and marked Exhibit "A" . I NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA: Section 1. That the purchase and sale agreement for purchase of real property between the City of Dania and Alanco/Cascade, I Inc. , a copy of which is attached hereto and marked Exhibit "A", be and the same is hereby accepted and appropriate city officials are hereby authorized to execute same . Section 2 . That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict . i Section 3. That this resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 27TH DAY OF JANUARY, 1998 . YOR-COMMISS ONER ATTEST: CLERK-AUDI APPR0 AS JT FORM AND CORRECTNESS: CITY ATTORNEY RESOLUTION NO. 08-98 2 PURCHASE AND SALE AGREEMENT i .CHASE AND SALE AGREEMENT(hereinafter the"Agreement")is made and this 28th day of JANUARY , 1998(the"Elective Date")by and between i I MADE, INC., a Florida corporation, having an office address of 700 Universe a Beach,FL 33409.facsimile telephone number(561)691-2190("Seller"j,and the CITY NIA,a municipal corporation of the State of Florida, having an office address of 100 West Dania Beach Boulevard, Dania. FL 33004, facsimile telephone number (954) 921-2604 ("Buyer'). RECITALS: A. Seller is the owner of the vacant real property in the City of Dania lying and being in Broward County,Florida,having the legal description set forth in Exhibit"A"attached hereto and made a part hereof(the"Property');and B. Seller has agreed to sell the Property to Buyer, together with all rights, privileges, easements and appurtenances thereunto belonging;and C. Buyer has agreed to purchase the Property from Seller,all for the price and upon the terms,conditions and provisions hereinafter set forth. NOW THEREFORE, for and in consideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto,each intending to be legally bound,do hereby represent,wanunt,covenant,and agree,as follows: I. RFCI'rn r S The foregoing recitals are true and correct and are incorporated herein by this reference. 2. ptlR HASF PRI F I The total purchase price for the Property (the "Purchase Price') is hereby agreed to be Two Hundred Twenty Thousand Dollars and No Cents ($220,000.00)and shall be payable as follows: A. Deposit (1) Dellosit, One Thousand Dollars and No Cents 1$1.000.00)(the"Deposit') shall be paid by Buyer in U.S.funds, in cash or by certified or cashier's check drawn on a Dade,Broward,or palm Beach County Bank,within twenty-four(24) hours of the Effective Date,to be held in escrow by Ryan& Ryan, P.A.,whose i address Is First Union Bldg. -Third Floor,700 East Dania Beach Blvd.,Dania, Florida,33004("Escrow Agent")pending closing. (2)Deposit Refund• The Deposit shall he retuned to Buyer ifthis Agreement is terminated for any reason other than Buyer's default. B. Closing Psvmenr; At Closing(as hereinafter defined),the balance of the Purchase Price,Increased or decreased by credits,prorations and adjustments,shall be paid by Buyer to Seller by the Deposit,plus cash,cashier's check drawn on a Dade, Broward or Palm Beach County bunk or confirmed federal wire transfer of immediately available funds(the"Closing Payment'). 3. COMMISSION APPROVAL agrees that foal �_.�, The Seller understands and approval of this transaction rests with the City Commission of the City of Dania which must •^'� AlauJco PLY Apmmtml l approve by adoption of a formal resolution at a public hearing. If the City Commission does not so approve this transaction by JANUARY 27, 1998, 1998 or does not execute this Agreement within twenty-four(24)hours ofcommission approval,this Agreement,ut Seller's or Buyer's option, shall be null and void with no obligation by either puny to perform other than a return of Buyer's Deposit paid hereunder. The Effective Date of this Agreement as defined hereunder and reflected hi the preamble is the date of execution of this Agreement by the Buyer. 4. FINANCING• Buyer shall have sixty (60)days from the Effective Date to obtain a written commnitment for a third party loan to finance a portion of the Purchase Price. Buyer shall apply for the loan commitment within five(5)business days of the Effective Date, In the event .. a commitment is not obtained within sixty(60)days from the EMctiva Date,the Buyer shall have the right to terminate this Agreement within the sixty (60) day period for obtaining a loan commitment by written notice to Seller. if Buyer fails to terminate die Agreement pursuant to this section within sixty(60)days from the Effective Date,then Buyer shall be obligated to close this transaction as a cash transaction with no finance contingency. 5. INSPECTION PERIOD: A. Access to Property: Upon Buyer giving Seller not less than twenty-four (24)hours telephonic notice,Buyer shall have die right to enter upon the Property at any time after the Effective Date for the purpose of performing surveying, engineering, non-invasive Phase I environmental assessment and studies,test burings and such other similar investigatory work as die Buyer shall consider appropriate and shall have the further right to make such inquiries of governmental agencies,utility companies and other like parties and to make such feasibility studies and analyses as it considers appropriate. Seller shall cooperate with Buyer in the performance of Buyer's due diligence investigation. All inspection reports shall be kept strictly confidential by the parties and only disclosed to those persons or entitles who need to know the contents of any of said reports in order to ellectuale the intent of this Agreement or as disclosure may otherwise be required by any applicable law. B. Phase II Environmental Assessment: In the event the results of a Phase I environmental assessment recommend further environmental testing,the parties shall,within five (5) days of the notice of recommendation for additional testing execute the Environmental Addendum attached hereto as Exhibit"B"and made a part hereof. C. (nsnection Period/Right of Termination: For a period of sixty(60)days from the Effective Date(the"Inspection Period"),Buyer may elect and shall have the absolute and unqualified right to terminate and cancel this Agreement for any or for no reason whatsoever,by giving Seller written notice thereof prior to the expiration of the Inspection Period,whereupon (i) all studies,leases,analysis,reports,plans,abstracts of title and surveys respecting the Property obtained by Buyer shall be delivered by Buyer to the Seller; and then (ii) except as otherwise hereafter provided in this Paragraph,the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other. In the event Buyer tails to terminate the Agreement pursuant to this section within sixty(60)days from the Effective Date,then Buyer shall be presumed to have accepted the Property in"As-Is" condition,subject to reported title and/or survey objections. D. (agpealian Indemnity: Notwithstanding anything contained in this Agreement, Buyer shall (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken above by or on behalf of Buyer;(ii)immediately repair and restore the Property to its condition existing immediately prior to the conduct of Buyer's entry thereon; and(iii)shall indemnify,defend and hold Seller harmless from and against all claims, damages or losses incurred to the Property or anyone on the Property as a proximate result of the actions taken above by the Buyer,any of its agents,representatives or contractors,or any persons performing inspection activities or other activities tin its behalf. This Paragraph 51) Is herein referred to as the"Inspection Indemnity". 'Ilia terms and provisions of this Inspection Indemnity shall survive any termination of this Agreement. AlfM PAS A,ra .,nl 2 r� I i Ir 6, TITLE, A. Title Ca tmen On or before thirty(30)days from the Effective Date, the Buyer shall obtain a title insurance commitment(the"Title Commitment")issued by a title insurance company qualified to do business in Florida, for the Property in the amount of the anticipated Purchase Price.committing the title insurer to issue an Owner's Title Insurance Policy (the"Title Policy')covering the Property in favor of the Buyer upon the retarding of the deed from the Seller. B. 'fttla Ob)ecti= If the Buyer shall have any objection with respect to the status of the title to the Property,the Buyer shall notify the Seller,by written notice,of such objections within ten(10)days following the receipt of the Title Commitment. Seller shall have no obligation to cure title objections which require Seller to file a lawsuit or expend greater then $10,000.00 to cure. If Seller fails to correct ilia title defect within sixty(60)days from the Moctive Date,(the"Cure Period")then Buyer shall exercise either of the following options:(i)rescind this transaction and receive a return of the Deposit,in which event this Agreement shall be at an end and neither party shall have any other or further obligation against the other by reason of making this Agreement other than Buyer's Inspection Indemnity Obligations;or if)elect to accept title to the Property In its existing condition. 7. SURVEY: On or before thirty(30)days from the Effective Date, Buyer,at Buyer's expense,may obtain a Survey of the Property prepared by a surveyor licensed to practice In the State of Florida, duly certified to the Buyer, Seller and to the Company issuing the Title Commitment and their respective successors and assigns and certifying the number of gross and net square feet contained within the Property(the"Survey"). Any objections to the Survey or to title based upon the Survey shall be by written notice to Seller within ten(10)days following receipt of the Survey and Shull be governed by the preceding Paragraph 6. g. NATURE OF TRANSACTION: Buyer and Seller agree that the transaction contemplated herein is one"in gross"and not"per acre"or'per square foot,"and any deficiency or surplus which may be determined to exist in regard to the quantity of the Property described herein shall not affect the Purchase Price set forth In this Agreement. 9. CLOSINO• The delivery of die deed, documents, money and other acts necessary,to accomplish the transactions provided for in this Agreement(0ie"Closing"),shall take place ten(10)days atler the end of the Inspection Period. Provided, however,in all events the Closing trust take place on or before ninety(90)days from the Effective Date. The Closing shall occur at the offices of the Escrow Agent. 10. CLOSING COSTS AND AD.II ISTMEMT At Closing.the following items shall be borne,adjusted,prorated or assumed by or between Seller and Buyer,as follows: A. Adiustments and Prorations; (1) Real Estate Taxes: Real Estate and personal property taxes(if any)shall be prorated between Seller and Buyer as of the Closing Date on the basis of the taxes paid for the most recent tax year that has been assessed. If the Closing Date shall occur before the tuxes are fixed for the then current year,the apportionment shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. In the event the Property is transferred to a governmental unit exempt from taxation,pursuant to Florida Statute§196,as a result of its ownership,Seller shall place into escrow with the County'fax Collector,an amount equal to the current taxes prorated to the date of transfer of title based upon the current assessment as required by Florida Statute 196,295. (2) ertifi d ending Liens: Certified,confirmed and ratified governmental liens as of the day of Closing shall be paid by the Seller. Pending liens as of the day of Closing shall be assumed by Buyer, provided, however, that where the improvement has been substantially completed as of the day of Closing,such pending lien shall be considered as certified, confirmed ni"x4v ra!esmemrn� 3 I or ratified and Seller shall,at Closing,be charged an amount equal to the last estimate by the public body,of the assessment for the improvement. (3) Taxes(other than real and ` personal property),interest(if applicable),assessments,water and sewer charges,waste fee and fire protection charges,shall be prorated as of the day of Closing. (4) 1 al, e� nd Cus_tQn= Such other items are usually and customarily pro- rated between buyers and sellers of properties In the area where the Property is located. B. CiallingiCo= Seller shall pay for the documentary stamp tax on the deed and the cost of the search,examination,and preparation costs of a title oommilment. Any recording cost of the deed,settlement fees;the premium for the Title Insurance Policy;the cost of the Survey,all coats related to Buyer's financing,If any,shall be bome and paid by Buyer. The parties agree that they shall each pay directly any and all attorneys' fees which they have incurred or shall incur on their own behalf pertaining to this transaction,except as provided in Paragraph 13. 11. CLOSING DOCUMENTS• A. gel' 's Likx rnentc at Closing• At Closing,Seller shell execute and/or deliver to Buyer the following: (I) Special Warranty Deed in the form attached hereto as Exhibit"C"and made a part hereof; (2) An AtNdavit of No Lien and Possession with such customary provisions as Escrow Agent may require to insure the gap,and FIRPTA Withholding Cerlificste certifying that Seller Is not a"foreign person'for the purposes of U.S. Income taxation,in the form attached as Exhibit"D"and made a part hereof; (3) Counterpart of Closing Statement; (4) Such documents as are necessary to folly authorize the sale of the Property by Seller and the execution of all closing documents;and (5) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby. B. Buyer's Documents at Closine: At Closing, the Buyer shall execute and/or deliver to Seller the following: (1) Counterpart of Closing Statement; (2) Any other documents reasonably necessary or advisable to consummate the � transaction contemplated hereby; (3) Buyer shall deposit with Escrow Agent the cash balance of the Purchase Price; and (4) Such documents as are necessary to filly authorize the purchase of the Property by Buyer and the execution of all closing documents. 12. QRFAULT: 4 I A, If Seller defaults in its obligation to sell and convey the Property pursuant to this Agreement,Buyer as and for its sole and exclusive remedies shall be entitled to either (i)elect to terminate this Agreement and receive the return of the Deposit; (ii) elect to waive any such Akndro 1'LY Amami 4 , Ir conditions or defaults and to consummate the transactions contemplated by this Agreement in the same manner as if there had been no conditions or defaults and without any reduction in the Purchase Price and without any further claim against Seller;or (lii)file an action for specific performance of this Agreement to compel Seller to perform hereunder. i B. If Buyer defaults in its obligation to purchase the Property pursuant to this Agreement,Seller,as and for its sole and exclusive remedy,shall retain the Deposit,as liquidated damages and not as a penalty for forfeiture,actual damages being difficult or impossible to measure, C. Neither party shall be entitled to exercise any remedy for a default by the other party, until(i) such party has delivered to the other notice of the default and(d)a period of ten(10) days from and after delivery of such notice has expired with the other party having failed to cure the default. 13. ATTORNEY'S FEES• Should either pony employ an attorney or attorneys to enforce any of the provisions hereof,or to protect its interest in any matter arising under this Agreement,or to recover damages for the breach of this Agreement, the party prevailing shall be entitled to payment by the tither party of all reasonable costs,charges and expenses,including attorneys' fees in the trial and appellate courts,expended or incurred in connection therewith by the prevailing party. 14. DISCLAIMER OF WARRANTIES AS TO PROPERTY"AS IS" tONV .YANCEM Buyer is purchasing the Property in an"AS IS",condition and specifically and expressly without any warranties,representations or guaranties,either express or implied,of any kind,nature or type whatsoever from or on behalf of Seller. Without in any way limiting the generality of the immediately preceding Buyer and Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property. (1) Buyer hereby acknowledges that Seller has mot made,will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition,the value,profitability,developability or marketability thereof; (2) Buyer acknowledges that with respect to the Property,Seller has not and will not make any warranties,whether express or implied,ormerchanlability,habitability or fitness for a particular use. (3) Buyer acknowledges that Seller has not, does not and shall not make any representation or warranty with regard to compliance with any environmental protection,pollution or land use Iowa, rules, regulations, orders or requirements including, but not limited to, those pertaining to the handling, generating, treating, storing or disposition of any hazardous waste, substance or material. (4) Buyer acknowledges that Buyer has made and/or shall be given an adequate opportunity to make such legal, factual and other inquiries and investigations as Buyer deems necessary,desirable or appropriate with respect to the Property,the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of Buyer shall be deemed to include,but shall not be limited to,the condition of all portions of the Property,such state of facts as an accurate survey would show,and the present and future zoning,ordinances,resolutions and regulations ol'the city,county and slate where the Property are located;and (5) Buyer acknowledges that Buyer has not relied, and is not relying, upon any information, document, projection, pro forma, statements, representation, guaranty or warranty (whether express or implied,or oral or written or material or immaterial)that may have been given by or made by or on behalf of Seller. The provisions of this Paragraph 14 shall survive the Closing and the closing documents. ry 1 Almdm ra%np"n�nu $ , 15. BROKL•RAOE: Buyer and Seller each represent and warrant to the other that neither has had any dealings with any person,firm,broker or finder in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated hereby and no broker or person,firm or entity is entitled to any commission or finder's fee In connection with this transaction other than to R.Michael Nuckles,P.A.,which Seiler shall pay. Buyer and Seller do each hereby indemnify,defend,protect and hold the other harmless from and against any costs,expenses or liability for compensation,commissinn or charges which may be claimed by any broker,finder or other similar party by reason of any actions of the indemnifying party. 16. POSSF.SSIUN AND RISK OF LOSS: Possession of the Property shall be delivered to Buyer as of the Closing. Seller shall have no obligation whatsoever to repair or remove any structures,fixtures or other Improvements in or upon the Property,including without limitation,any fences,parking facilities or lighting fixtures or equipment. Risk of loss to the Property between the date of execution of this Agreement and die Closing shall be upon the Seller,and the doctrine known as the"Doctrine of Equitable Conversion"shall not be applicable to this transaction. In the event of any loss or damage to the Property prior to Closing in an amount exceeding$25,000.00(as reasonably determined by an independent party mutually acceptable to Buyer and Seller), Seller agrees to give Buyer prompt written notice thereof and Buyer shall have the right to cancel this Agreement by notice thereof to Seller,delivered within ten(10)days after Seiler's notice to Buyer, in which event, the Deposit shall be promptly returned to Buyer,and upon such redelivery,this Agreement shell be of no further force and effect (except for the Inspection Indemnity). Such daninges include permanent loss of value as well as any cost to restore the Property. if Buyer does not so elect to cancel this Agreement,Buyer shall purchase the Property without any reduction in the Purchase Price and Seller shall assign,transfer and set over to Buyer all of Seller's right,title and interest, if any, in and to all proceeds of insurance carried by Seller or payable to Seller for such damage or destruction. 17. CONDEMNATION OR EMINENT DOMAIN: In the event of any condemnation or eminent domain proceedings for any public or quasi-public purposes at any time prior to Closing, resulting in a iuking ol'any part or all of the Property,Buyer shall have the option (i) to cancel this Agreement,in which event the Deposits made or delivered hereunder shall he promptly returned and refunded to Buyer,and upon such redelivery and repayment,this Agreement shall be of no further fore and effect(except for the Inspection indemnity);or(il)to close the transaction contemplated by this Agreement,in which event the Purchase Price shall not be abated,provided,however,that Seller shall assign any condemnation or eminent domain award to Buyer. 18. RADON OAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in u 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. 19. NOTICES: All notices,requests,demands or other communications hereunder shall be in writing and deemed to have been given only if hand-delivered.in which case notice shall be deemed delivered upon receipt,or sent by a nationally recognized Overnight courier service,in which case notice shall be deemed delivered one business day after deposit with such courier,or certified or registered mail,return receipt requested,through the United States Postal Service with sufficient postage prepaid, to the patties hereto ut their respective addresses set forth at the outset of this Agreement or such other address as either party shall designate by notice pursuant to this Pamgmph, or sent by telefax,in which case notice shall be deemed delivered upon transmission of such notice. Copies of all notices,requests,demands or other communications hereunder to the Buyer shall also be sent to RYAN&RYAN,P.A.(Attn:Timothy Ryati)First Union Bldg.-Third Floor,700 East Dania Beach Blvd.,Dania,Florida 33004.3090,and copies of all notices,requests,demands or other communications hereunder to the Seller shall also be sent to Seller's counsel, C. CAREN COLEMAN,Attorney,Florida Power&Light Company,P.O.Box 029100,Miami,Florida 33102- 9100. Notwithstanding the foregoing,in the event of any mail disruption by virtue of any stoppage In mail service performed by the United States Postal Service due to strike or labor difficulty, notices,requests,demands or other communications referred to in this Agreement shall be hund- Aludw Pa9 Ay,nuenl 6 I delivered,delivered by a nationally recognized express delivery company or telegraphically given, but shall only be deemed to have been given when received. Copies of notices are for information purposes only,and a failure In give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Buyer shall be deemed given by Buyer and notices ' given by counsel to the Seller shall be deemed given by Seller. i i 20. INTERPRETATIONS: This Agreement shall not be construed more strictly against one pony than against the other merely by virtue of the fact that it may have been prepared by { counsel for one of the parties, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation of this Agreement. I 21. FURTHER ASSUg AN : SO In addition to the foregoing,the parties hereto,at the time and from time to time at or after Closing,upon request of Buyer or of Seller,as the case may be,agree to do,execute,acknowledge and deliver all such further acts,deeds,assignments,transfers, conveyances,applications,authorizations,petitions,filings,powers of attorney and assurances,as may be required for the better assigning,transferring,granting,conveying,assuring and confirming unto the Buyer all of Seller's right, title and Interest in and to the Property being conveyed hereunder. 22. EXRO: Any escrow agent receiving funds or documents is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of this Agreement. Failure of the clearance of funds shall not excuse performance by the depositor. In the event of doubt as to its duties or liabilities under the provisions of this Agreement, the Escrow Agent may, in its sole discretion,continue to hold the monies which are the subject of this escrow until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto,or may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of the County having jurisdiction of the dispute, and upon notifying all panics concerted of such action, all liability on the part of the Escrow Agent shall lolly terminate,except to the extent of accounting for any monies heretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder,or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow,the ! Escrow Agent shall be entitled to recover a reasonable attorneys'fee and costs incurred,said fees and costs to be charged and assessed as court costs in favor of the prevailing puny. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever from misdelivery to Buyer or Seller of monies subject to this escrow,unless such misdelivery, shall be due to willful breach of this Agreement or gross negligence on the part of Escrow Agent. 23, CAPTIONS AND HEADINGS- Captions and Paragraph headings contained In this Agreement are f'or convenience and reference only and in no way defined,describe,extend or limit the scope or intent of this Agreement nor the intent of any provision hereof. 24. NOWAIVER- No waiver of any provision ofthis Agreement shall be effective unless it is in writing,signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it related mid shall not be deemed to be a continuing or future waiver. 25. COUNTERPARTS: 'ibis Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. 26. R NDiNO EFFECT- This Agreement,when executed by all parties,shall inure to die benefit of and shall be binding upon the parties hereto and their respective heirs, personal representatives,successors and assigns. However,this Agreement may not be assigned by Seller without Buyer's consent;this Agreement may be assigned by Buyer to Security Cupitul Industrial Trust;and this Agreement may not be otherwise assigned by Buyer without the prior written consent of Seller,which consent may be withheld in Seller's unrestricted discretion. I 1 Aka PAS Ar,.,,.i 7 27. GDYE,ENMO LAW: This Agreement shall he construed and Interpreted according to the laws of the State in which the property is located. All actions or causes arising out of this Agreement shall be brought in Dade County,Florida. 1 28. GENDPR* All terms and words ased in this Agreement,regardless ofthe number and gender in which used,shell be deemed to include any other gender or number as the context or the use thereof may require. 29. FNTISE AOREF.MENT: This Agreement and the Exhibits attached hereto contain the entire agreement between the parties. There are 110 promises, agreements, conditions, undertakings,warranties,or representations,oral or written,express or implied,between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is In writing and signed by the parties hereto. 30. TIME OF THF. ESSENCE a Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law,any date falling on a Saturday,Sunday or legal holiday shell be deemed to refer to the next day which Is not a Saturday, Sunday or legal holiday. 31. PARTIAL IN VALIDITY: In the event dial any provision of this Agreement shall be unenforceable in whole or in part,such provision shall be limited to the extent necessary to render same valid,or shall be exercised from this Agreement,as circumstances require,and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein,as the case may be. 32. NO RECORDING: Neither this Agreement nor any memorandum or evidence hereof shall be recorded in any public records by Buyer,except as required by law in connection with obtaining the Development Approvals or in the case of a lis pendent;or other applicable notice In an action for specific performance. II'so recorded by Buyer,this Agreement shall be deemed I= fa= canceled and terminated, the Deposits shall thereupon be retained by Seller as liquidated damages for such default,and Buyer shall have no further interest in the Property,pursuant to this Agreement or otherwise. 1 33. NO THIRD PARTY BENEFICIARIES: This Agreement is between Seller and Buyer and no other party shall,under any circumstances,be deemed to be a beneficiary of any of the terms and condition to be performed by Seller pursuant to this Agreement. 34. WAIVER OF TRIAL BY EERY: THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT,OR ANY COURSE OF CONDUCT,COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT'FOR 13UYER AND SELLER ENTERING INTO THIS AGREEMENT. M WITNESS WHEREOF,the parties hereto have duly executed this Agreement,as of the day and year first above written. Signed,sealed and delivered "SELLER" in the presence of: ALANDCOlCASCADE,INC. a Florida corporation, Print Name: By: Its: Print Name: (Executions continued on the next page.) Alodw Pig AMM841 II , ATTEST: "BUYER" _ CITY OFDANIA, MARIE JABALEE, CITY CLERK a municipal corporation Of the State of Florida _ By: Print Namo: Name: ROBERT MIKES Title: MAYOR Print Name: BY: ! MICHAEL SMITH, CITY MANAGER APPROVED AS TO FORM & CORRECTNESS: BY: _ TIMOTHY M. RYAN INTERIM CITY ATTORNEY JOINDER OF ESCROW AGENI' The undersigned,as Escrow Agent,hereby joints in the execution of this Agreement solely for the purpose of acknowledging and agreeing to its responsibilities as Escrow Agent hereunder,subject to the provisions of Paragraph 21 hereof. "ESCROW AGENT" RYAN& RYAN,P.A. By: i I I i Aund.PAS Ayrn:wtl 9 _ J ,.,.1 SCHEDULE OF F, HIUJ1'$ 1 Exhibit"A" LEGAL DESCRIPTION OF PROPERTY Exhibit"B" ENVIRONMENTAL ADDENDUM i Exhibit"C" SPECIAL WARRANTY DEED Exhibit"D" SELLER'S NO LIEN AND FIRPTA AFFIDAVIT i i Abndw PAS Av,..m to I EXHIBIT"A" ( LEGAL DESCRIPTION The South 149 feet of the Fast V,of Tract 11. Block 3, of Section 29,Township 50 South,Range 42 East,Loan the East 25 feet thereof for road right-of-way, according to the Plat thereof,as recorded in Plat Book 2,Page 32,of the Public Records of Dade County,Florida,land situate,lying and being in Broward County, Florida;and the East 172.25 feet of Tract 11 In Block 3 of Section 29,Township 50 South,Range 42 East,according to the Plat thereof,as recorded in Plat Book 2, Page 32,of the Public Records of Dade County,Florida,less the South$44 feet thereof,and also less the North 25 feet thereof and the Best 25 feet thereof;said lands situate,lying and being in Broward County,Florida. Together with reversionary interest in said North 25 feet and said Past 25 feet;and commencing at a point 25 feet South of and 35 feet East of the Northwest comer of Tract 11.Block 3,of the Subdivision of Section 29,Township 50 South,Range 42 East,according to the Plat thereof,recorded in Piet Book 2,Page 32,or Public Records of Dade County, Florida,thence run Fast and parallel to the North Boundary line of said Tract 11 a distance of 604 feet; thence tun Southerly and along the Fast boundary of said Tract I I a distance of 207.94 feet to the Point of Beginning; thence continue Southerly a distance of 296 feet;thence run Westerly and parallel with the South boundary of said Tract 1 I a distance of 319.19 feet; thence run Northerly a distance of 296 feet;thence run Easterly a distance of 319.35 feet to the Point of Beginning, Leas the East 25 feet thereof,for a road right-of-way. Said lands situate,lying and being in Broward County,Florida,ALSO KNOWN as Lots L and K of Unrecorded Plat of Tract 1 I and 13 of Block 3,of Section 29.Township 50 South,Range 42 East for Sally L.White; and the North 100.18 feet of the South 544 feet of the East 172.25 feet of Tract I l in Block 3 of Section 29,Township 50 South,Range 42 East, according to the Plat thereof,recorded in Plat Book 2,Page 32.of the Public Records of Dade County,Florida. LESS and excepting therefrom the East 25 feet thereof. Said lands situate,lying and being in Broward County,Florida;and the North 100.22 feet of the South 544 feet of the East%,of Tract I I in Block 3 of Section 29, Township 50 South,Range 42 East,according to the Plat thereof,recorded in Plat Book 2,Page 32 of the Public Records of Dade County,Florida. LESS and excepting therefrom the East 172.25 feet thereof. Together with the West 27.25 feet of said East one-half of Lot 11.Less the South 544 feet thereof and also less the North 25 feet thereof;and the West'%of Lot 8,in Block 3,lying South of the Dania Cut-Off Canal,and Less the South 21 feet thereof,of MARSHALL EVEROLADES SUBDIVISION,in Section 29,Township 50 South,Range 42 Fast,according to the Plat thereof,as recorded in Plat Book 2,at Page 32,of the Public Records of Dade County,Florida,said lands situate,lying and being in Broward County,Florida and consisting of approximately 4.95 acres. The property is generally located at S.W.30th Avenue and S.W.45th Street in the CITY OF DANIA. 1 l+wM t+�W�M,�lupnmi CanpnY,Ina. A EXHIBIT"B" i ENVIRONMENTAL ADDENDUM TO AGREEMENT OF PURCHASE AND SALE THIS ADDENDW TO AGREEMENT OF PURCHASE AND SALE is made and entered Into this_day of , 1998,by and between ALANDCO/CASCADE, INC., a Florida corporation, ("Seller") and THE CITY OF DANIA ("Buyer i. 1. This Addendum is intended to confirm and ratify,the terms of that certain Agreement of Purchase and Sale ("Agreement" entered Into between the parties and dated except as specifically provided heroin to the contrary,in which case the provisions of this Addendum shall provall. I 2. A new paragraph 35 "PHASE If ENVIRONMENTAL SITE ASSESSMENT' shall be added to the Agreement and shall read as follows: 35.1 Access Seller hereby grants permission to Buyer to enter upon Seller's premises at the Property to perform a Phase It environmental site assessment. 35.2 Phase It Environmental Site Assenment Buyer,at its sole cost and expense,may undertake an asbestos survey and a Phase 11 environmental site assessment of the Property,which assessment may include,at Buyer's sole discretion,soil and/or groundwater analysis (the"Assessment"). Buyer agrees that,if performed,the Assessment will be undertaken under the supervision of a registered Florida Professional Engineer or Geologist and that a DEP-approved generic quality assurance plan and DF.P-certified laboratories will be utilized in the conduct of the Assessment. Before such Assessment is undertaken by Buyer,Buyer shall provide to Seller a copy of the Phase11 Workplan sampling protocols,or other plans that will be rollowcd by Buyer,or a consultant to Buyer,in the conduct orthe Assessment. Seller reserves the right,at its discretion,to comment on the Phase 11 Workplans and suggest modifications to the Workplan prior to implementation. If the parties do not agree on the scope of the Workplan, Buyer may be denied access to the Property. i 35.3 Buyer's and Consultant'&Op-$fie Activities Notwithstanding any other provision of this Agreement,Buyer's right to enter the Property for purposes of the Assessment shall be subject to the following restrictions:(1)All activities undertaken in connection with the Assessment shall fully comply with all applicable,federal,state,regional and local regulations,ordinances and codes,including laws relating to proper disposal of any samples taken,and any soil or water generated in the process of taking samples and developing monitoring wells; it)Seller shall be permitted to have a representative present during all such investigations,and may take split samples. Copies of all reports,sampling and laboratory data collected In the field,including field notes and monitor well or boring logs,shall immediately be sent to Seller upon receipt by Buyer or Buyer's consultant;and tit)Buyer shall notify Seller at least forty-eight(48)hours prior to entry upon the Property to coordinate such activities. 35.4 Assessment Renort Buyer shall have through the sixty(60)day Inspection Peliod to complete such Assessment and notify Seller In writing of the results of the,.Assessment and recommendations made by Buyer's consultant, l ar� 35.5 Activities on Property The work that will be undertaken hereunder by Buyer and its consultants shall not disturb or interfere with the ingress or egress from and Seder's use of or operations on the Property. Arrangements for ingress and egress by Buyer shall be made in all cases by advance notice to Seller. Final location of monitoring wells and associated equipment will be approved by Sailor to insure no interference or disturbance of operations on the Property. 35.6 JkUHnLEquJVmtM To insure that no contaminants are introduced onto Seller's Property,drilling and sampling equipment and monitoring well materials shall be thoroughly cleaned prior to access to the Property. Cleaning shall Include,but not be limited to,steam cleaning of drill rods and casing. Drilling shall be performed i by a State of Florida Certified Drilling Contractor. All drill cuttings,well development water and excess sample water shall be containerized,removed from the Prop erty,and properly disposed of by Buyer. 35.7 Indsmally Buyer and its consultants shall indemnify,protect and save harmless Seller and its officers,directors,employees and agents from and against any and all liability, loss, damage, expense, suits, property and injury or death to person(s),including payments made under any Worker's Compensation Law or under any plan for employees' disability and death benefits,which may arise out of or be caused,in whole or in part,by Buyer's negligence,resulting in connection with the Phase If environmental site assessment,including,but j not limited to the erection,maintenance,presence,use or removal of the wells mid equipment or the further release of contaminants,if any,on the Property. 3. Except as this Addendum has amended and changed the Agreement,all other terms, conditions and provisions contained In the Agreement shall remain in Ibll force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum on the day and year first above written. SELLER: ALANDCO/CASCADE,INC. I By: Print Name: As its: Signed by Seller: 1998 i BUYER: THE CITY OF DANIA By: Print Name: As its: Signed by Seller 1999 Z �Ei lllm .. EXHIBIT"A" LEGAL DESCRIPTION i l The South 148 feet of the East 'A of Tract 11,Block 3,of Section 29,Township 50 South,Range 42 East,Less the East 25 feet thereof for road right-of-way, according to the Plat thereof,as recorded in Plat Book 2,Page 32.of the Public Records of Dade County,Florida,land situate,lying and being In Broward County, Floride;landtfe East 172.25 feet of Tract I I in Block 3 of Section 29,Township 50 South,Range 42 East,according to the Plat thereof,as recorded in Plat Book 2, Page 32,of the Public Records of Dade County,Florldq less the South 544 feet thereof;andgl o less the North 25 feet thereof and the EIM 25 feet thereof;said lands situate,lying and being in Broward County,Flo 'da j Together with reversionary interest in said North 25 feet and said East 25 feet 4commencing at a point 25 feet South of and 35 fleet East of the Northwest comer OtTract 11.Block 3,of the Subdivision of Section 29.Township 50 South,Range 42 East,according to the Plat thereof,recorded in Plat Book 2, Page 32,of the Public Records of Dade County. Florida,thence run East and parallel to the North Boundary line of said Tract I I a distance of 604 feet; thence run Southerly and along the East boundary of said Tract I 1 a distance of 207.94 feet to the Point of Beginning; thence continue Southerly a distance of 296 feet;thence run Westerly and parallel with the South boundary of said Tract 1 I a distance of 319.19 feet; thence run Northerly a distance of 296 feet;thence run Easterly a distance of 319.35 feet to the Point of Beginning, Less the East 25 feet thereof,for a road right-of-way. Said lands situate,lying and being in Browurd County,Florida.ALSO KNOWN as Lots L and K of Unrecorded Plat of Tract I I and 13 of Block 3,of Section 29,Township 50 South,Range 42 East f'or Sully L, White11 nd the North 100.18 feet of the South 544 feet of the East 172.25 feet of Tract 11`ihBlock 3 of Section 29,Township 50 South,Range 42 East, according to the Plat thereof,recorded in Plat Book 2,Page 32,of the Public Records of Dade County,Florida. LESS and excepting therefrom the Eas 25 feet thereof. Said lands situate,lying and being In Broward County,Florida;]tnkt e North 100.22 feet of the South 544 feet of the East %,of Tract 1 I in Blockl of Section 29, Township 50 South, Range 42 East,according to the Plat thereof,recorded in Plat Book 2,Page 32 of the Public Records of Dade County,Florida. LESS and excepting therefrom the East 172.25 feet thereof. Together with the West 27.25 feet of said East one-half of Lot 11, Less the South 544 Net thereof and also less the North 25 feet thereot land thel West '/:of Lot 8,in Block 3, lying South of the Dania Cut-Off Canal,and Less the South 21 feet thereof',of MARSHALL EVERGLADES SUBDIVISION,in Section 29,Township 50 South,Runge 42 East,according to the Plat thereof,as recorded in Plat Book 2,at Page 32,of the Public Records of Dade County,Florida,said lands situate,lying and being in Broward County,Florida and consisting of approximately 4.95 acres. The property is generally located at S.W,30th Avenue and S.W.45th Street in the CITY OF DANIA. I 1 Caged,t.md t 13'Wopman C.P..V,Inc I 1 Prepared by: C.Caren Coleman,Attorney Florida Power 8c Light Company P.O.Box 029100 Miami,Florida 33102-9100 '1 Folio No: EXHIBIT"C" TO AGREEMENT OF PURCHASE AND SALE SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made as of this_day of 19_,by ALANDCO/CASCADE+,INC.,a Florida corporation,and having its principal place of business at 700 Universe Blvd.,P.O.Box WIN,Juno Beach,Florida 33408,hereinafter called the Grantor,to THF.CITY OF DANIA,a municipal corporation of the State of Florida,whose address is 100 West Dania Beach Boulevard,Dania,Florida 33004,hereinafter called the Grantee: WITNESSETH: That the Grantor,for and in consideration of the sum of$10.00 and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens,remise,releases,conveys and confirms unto the Cmuttee, its successors and assigns,all that certain parcel of real estate situate in Bmward County,Florida,described on Exhibit"A"hereto and made a part hereof by the reference. SUBJECT TO taxes and special assessments for the year and all subsequent years,to zoning 1 restrictions and other requirements imposed by governmental authority, and to easements, conditions,reservations,restrictions and limitations of record. TOGETHER WITH all the tenements,hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD,the same in fee simple forever. AND THE GRANTOR does hereby warrant the title to said land and will defend the same against the lawful claims of all persons cluiming by,through or under the Grantor. IN WITNESS WHEREOF,the Grantor has caused these presents to be executed in its name and its corporate seal to be hereunto fixed by its proper officer duly authorized,as of the day and year first above written. Signed,sealed and delivered ALANDCO/CASCADE,INC. In the presence of: a Florida corporation By: Print Name: Stephen K Collins,Vice President Print Name: (Corporate Seal) (Acknowledgment continued on the next page) Page 1 of 2 , EXHIBIT"O" TO AGREEMENT OF PURCHASE AND SALE SELLER'S AUJ2AM STATE OF FLORIDA )m COUNTY OF ) BEFORE ME,the undersigned authority,personally appealed Stephen M.Collins,personally known to me or who provided Iderttillradon("Affiem'),who by me first duly sworn,deposes and says: i. I am the Vice President of ALANDCO/CASCADE, INC.,a Florida corporation ("Seller')and i have the authority to make this Affidavit on behalf of and for the purpose of binding the Seiler. 2. Seller is the fee simple owner and holder of the fee simple interest In and to that certain real property,lying,being and situate In Broward County, Florida,and more particularly described on Exhibit"A"attached hereto and made a part thereof by this reference (the "Property'), such Property being conveyed by Seller to The City of Dania(the"Ptuchasce), pursuant to a Special Warranty Deed of even date herewith to be recorded among the Public Records of Broward County,Florida, 3. ThutALANL)CO/CASCADE,INC.'s United States Taxpayer Identification Number is ;and that ALANDCO/CASCADE,INC.'s United States address is 700 Universe Boulevard,Post Office Box 14000,Juno Beach,Florida 33409.0420. 4. Seller Is In fall,open,exclusive,peaceable and undisputed possession of the Property. S. Since 19 at m.,Seller has not(a)made any conveyance of the Property,or any portion thereof,or executed and delivered any mortgage lien or other instrument or document which could, or might, have the effect of creating a lien or encumbrance upon all or any portion of the Property,and Seller will not do any of the same between the date hereof and the date of recordation of the Deed of conveyance of the Property to Purchase; (b)caused or permitted or supported a judgment to be entered against it,and Seller will not do any of the same between the date hereof and the date of recordation of the said Deed;or(c)been party to any proceeding in bankruptcy,receivership or insolvency. 6. Within the past ninety(90)days there have been no improvements,alterations or repairs to the Property for which the costs thereof remain unpaid,and that within the past ninety(90) days there have been no claims for labor or material famished to repairing or improving the same, which remain unpaid. 7. Afiant makes this Affidavit for the purpose of inducing the Purchaser to purchase the Property and to issue an owner's title insurance policy insuring title to the Purchaser. FURTHER AFFIANT SAITH NAUGHT. Stephen M.Collins 19_SWORN TO AND SUBSCRIBED before me this day of_ Notary Public,State of Florida Name of Notary Public Serial Number: My Commission Expires: — STATE OF FLORIDA ) ` COUNTY OF ) The foregoing imamment was acknowledged before me this day of , l9_by STEPHEN M.COLLINS,as Vice President of ALANDCO/CASCADE,INC.,a Florida corporation, on behalf of the corporation. He is personally known to me or provided as identification. Notary Public,St to of Florida at Large Serial No: My Commission Expires: I I IAR/ Page 2 of 2 1� 1 ' I V 4 V 1 ,.4 vl 1 i �� ... a ...