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1998-20 Addendum to Community Park and Option Agreement (see R1998-33 Repealing) RESOLUTION NO. 98-20 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, AUTHORIZING THE CITY OFFICIALS TO EXECUTE THE FIRST ADDENDUM TO THE COMMUNITY PARK AND OPTION AGREEMENT WITH WCI COMMUNITIES LIMITED PARTNERSHIP EXPANDING THE EXISTING AGREEMENT (ORDINANCE NO. 93-18) DATED DECEMBER 15, 1993. WHEREAS, the City Commission of the City of Parkland, Florida approves entering into the attached First Addendum to Community Park and Option Agreement entered into December 15, 1993, Ordinance No. 93-18. WHEREAS, WCI Communities Limited Partnership wishes to convey to the City of Parkland a 10-acre addition to the Parkland Equestrian Center at Temple Park; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA: Section 1. That the appropriate City officials are hereby authorized to execute the attached First Addendum to Community Park and Option Agreement between the City of Parkland, Florida and WCI Communities Limited Partnership provided WCI Communities Limited Partnership executes same prior to June 1, 1998. Section 2. That this Resolution shall become in full force and effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 6th DAYOF Mav CITY OF PARKLAND, FLORIDA ,1998. ~~! yJO~, a ..--4-- TRONG;Q !Jd-- 93-11 /1-11 SAL8$~~ .~...e., O~~;otr21~ g..;,., <1\?~~ 6}0 DO-3m ~.OD"5~ ATTEST: ?j.3 0/ 11 (;~- O"l....~- l ,M..-c. e:Lt) n_...,;C ._.k~-.(..o cv~;; v'~~J.'. ...-<.~.".,--,( - X ,..41 .,J.~ ~~1,I:....1 ,,~j"""G1~ CITY OF PARKLAND 6500 Parkside Drive Parkland. Florida 33067 (305) 753-5040 · FAX (305) 341-5161 June 30, 1999 Ms. Vivian Hastings WCI Watermark Communities, Inc. 24301 Walden Center Drive Bonita Springs, FL 34134 Dear Ms. Hastings: Your June 24, 1999 request for acknowledgment and consent of the merger of WCI Communities Limited Partnership and Florida Design Communities, Inc. was reviewed by Parkland City Attorney Andrew Maurodis. So as to expedite your request, I have executed the letter with an addendum to be included as the final sentence of Paragraph 3. . On behalf of the City of Parkland, I execute the acknowledgment with the stipulation that . the following be included as the final sentence of Paragraph 3: "The obligations of the Community Park and Option Agreement and all other agreements between the City of Parkland and WCI shall remain in full force and effect." Hopefully, the enclosed and addendum will finalize Parkland's involvement in this matter. V ery truly yours, \:-l.n H~rrym). City Manager HJM/abk 99 - IS0/Hastings/Wel Merger Agreement ~ Print#.d on I8CVCled DCJDer weI Watermatk Communities Inc. June 24, 1999 City of Parkland 6500 Parkside Drive Parkland, Florida 33067 Attn: Legal Department Re: Consent to Merger of WCI Communities Limited Partnership into Florida Design Communities To Whom It May Concern: This letter is to advise you that WCI Communities Limited Partnership, a Delaware limited partnership ("WCI") is merging into Florida Design Communities, Inc., a Delaware corporation ("FDC") and the surviving entity is simultaneously changing its to WCI Communities, Inc., a Delaware corporation ("WCI CGmmunities"), The financial strength of the surviving entity of the merger shall be equal to or greater than th~t of the predecessor entities. Also, the officers and directors of the surviving entity will remain the same as those of the predecessor entities. In accordance with the Community Park and Option Agreement, by and between City of Parkland and Florida National Properties, Inc" n/k/a WCI Communities Limited Partnership (the "Agreement"), please acknowledge your consent to the merger by executing below and returning a copy to me in the enclosed self-addressed envelope. *PLEASE NOTE: SEE ATTACHED LETTER OF JUNE 30r 1999 FROM THE CITY OF PARKLAND WITH AN ADDITIONAL STATEMENT AT END OF PARAGRAPH 3. \ Sincerely, . .~/i.~ Vivien N, Hastings Senior Vice President ACKNOWLEDGEMENT AND CONSENT --- Dated: Jv~ JJ,lf'11 WCI COMMUNITIES April 29, 1998 3300 University Drive Coral Springs, Florida 33065 (954) 752-1100 Mr. Harry Mertz City Manager City of Parkland 6500 Parkside Drive Parkland, FL 33067 Dear Harry: WCI Communities wishes to convey to the City of Parkland a 10-acre addition to the Equestrian Park. Enclosed is a copy of the First Addendum to Community Park and Option Agreement that expands the existing Agreement to include the land recently annexed into the City and that grants additional park credits to WCI Communities for the new conveyance of land. The Agreement will be executed by WCI Communities upon authorization from our lenders. We do not anticipate any problems in this regard. We are always appreciative of the opportunity to work with the City of Parkland on the expansion of the City's community facilities. Sincerely, ~JWb Thomas G. Wright Senior Counsel TGW:pc cc: Mayor Sal Pagliara City Commissioners Andrew Maurodis, City Attorney WCI COMMUNITIES March 27, 1998 3300 University Drive Coral Springs, Florida 33065 (954) 752.1100 Mr, Harry Mertz City Manager CITY OF PARKLAND 6500 Parkside Drive Parkland, Florida 33067 Dear Harry: On behalf of WCI Communities, I am pleased to submit to you for review a proposed "ADDENDUM TO THE COMMUNITY PARK AGREEMENT" between WCI and the City of Parkland. The proposed Addendum provides for the conveyance of 10.113 acres to the City by WCI, in exchange for City Park credits. These lands are located irrtmediately west and adjacent to the existing City Equestrian Center, This Addendum also provides that the Community Park Agreement shall apply to the recently annexed lands or other lands to be acquired by WCI in the future within the boundaries of the City of Parkland. Based on discussions with Mayor Pagliara and you, we ha-ve suggested language restricting the use and development of the 10.113 acres to be compatible with the Equestrian Center. Please consider this as our interpretation of City intent, so please feel free to amend. We look forward to finalizing this matter with the City. If you have any questions, please don't hesitate to call. J Paul J. Angelo Vice President PJA/ll Enclosure cc: Andrew Maurodis, Esq. Tom Wright. Esq./WCI CITY OF PARKLAND 6500 PARKSIDE DRIVE PARKLAND, FL 33067 (954) 753-5040 FAX (954) 341-5161 May 14, 1998 Thomas G. Wright, Esq. Senior Counsel WCI Communities 3300 University Drive Coral Springs, FL 33065 Re: FIRST ADDENDUM TO COMMUNITY PARK 4\ OPTION AGREEMENT Dear Mr. Wright: Attached are two (2) original executed copies of the above referenced agreement. The City Commission unanimously approved the agreement by Resolution No. 98-20, copy attached, on May 6, 1998. Once the agreements have been executed by WCI Communities, I would appreciate your returning one original to our office for our files. Thank you. Sincerely, qiJfAv Helen Lynott, C.M. Deputy City Clerk Enclosure CC: Charles DaBrusco, City Engineer winward\wci.park.doc .. . FIRST ADDENDUM TO COMMUNITY PARK AND OPTION AGREEMENT Tlus is an Agreement between the CITY OF PARKLAND, a municipal corporation, its successors and assigns (hereinafter referred to as "CITY") and ~CI COl\1MUNITIES LIMITED PARTNERSHIP, a Delaware limited partnership, its successors, grantees and assigns (hereinafter referred to as "WCr'). 'WCI is the successor by merger to Florida National Properties, Inc., a Florida corporation (hereinafter referred to as "WCr'). This Agreement is an Addendum to the Agreement between the CITY and WCI dated December 15, 1993 which shall be referred to as the "1993 Agreement". The 1993 Agreement and this 1998 Addendum shall be collectively referred to as the Community Park Agreement. WHEREAS, the CITY granted park dedication credits to WCI for the conveyance of twenty-five (25) acres of land to the CITY pursuant to the 1993 Agreement which acknowledged that fourteen and one half (14-1/2) acres had been previously conveyed to the CITY by WCI pursuant to a 1988 Agreement between the parties for a total of thirty- nine and one half (39-l/2) acres of land that have been conveyed to the CITY by WCI for park purposes; and WHEREAS, an additional fifteen hundred thirty-eight (1538) acres of land owned by weI has been recently annexed into the CITY; and WHEREAS, WCI owns lands desired by the CITY for park purposes and WCI is willing to convey those lands to the CITY to be used for park purposes; and WHEREAS, CITY is willing to grant additional park credits to WCI in return for the conveyance of additional lands to the CITY for park purposes; and NOW THEREFORE, in consideration of the mutual terms, c.onditions, promises and payments hereinafter set forth, CITY and WCI agree as follows: 1. The statements of fact in the above \\1ffiREAS clauses are true and correct and are hereby incorporated into this Community Park Agreement. 2. City and WCI agree that this Community Park Agreement shall apply to all lands heretofore owned or hereinafter. acquired by .\V.CI . (hereinafter referred to as "WCI Land") located within the boundaries of the CITY. 3. At a closing to held within one hundred eighty (180) calendar days following the effective date of this Agreement, WCI shall convey to eITY marketable and insurable title to a 10.113 acre parcel of land for public park purposes (hereinafter referred to as the 10.113 acre park site) legally described in EXHIBIT A, attached hereto. The closing shall be conducted as provided in the 1993 Agreement (including the provision of the necessary title opinion and all other procedures outlined therein). 4. CITY agrees to grant, upon said closing, an additional 10.113 acres of park credits to WCI. The parties agree that the 10.113 acre park site shall be used by CITY to expand the existing Equestrian Center and that all uses and development of the 10.113 acre park site shall be c.onsistent and compatible with the present development and use of the Equestrian Center. The Deed shall restrict the 10.113 acre park site to the Equestrian Center land use and shall contain the additional restrictions set forth on Exhibit B attached hereto. _ . D. 5. The parties agree that park credits shall be determined based upon the. park impact fee and dedication requirements as set forth in Section 13-68(9) of CITY's Land 2 Development Code as it existed on December 31>> 1997 and attached hereto as Exhibit "e" . 6. The parties agree that the additional 10.113 acres of park credit together with \ the 39.5 acres park credit for land previously conveyed to the CITY for a total of 49.613 acres would satisfy CITY's park dedication and impact fee requiremnts for the developmentof3006.S5 dwelling units in accordance with the foiIowing formula: 49.613 (acres) = 3.3 (persons per dwelling unit) x .005 (5 acres per 1,000 persons) x 3006.85 (dwelling units). The total of 3006.85 dwelling unit credits will be reduced by the number of dwelling unit credits applied by the City to WCI land as requested by WCI. Should a lesser number of units be constructed, WCI shall not be entitled to any refund or credit of any kind. 7. Nothing contained herein shall be deemed to create a vested right in WCI to receive approvals for the development of any specific number of dwelling units. This Agreement shall not be construed to impose upon CITY an obligation to approve any land use plan amendment, development order or development permit application by WCI. 8. The time, or times, of performance specified in this Agreement are of the essence. Any delay will be excused only if such delay is due to strike, fire, flood, windstorm, riot, act of God, act of a public enemy, or other unforeseeable cause beyond the reasonable control of either party to this Agreement. 9. All notices required herein shall be delivered Certified Mail, Return Receipt Requested, or by hand delivery, as follows: AS TO CITY: Sal Pagliara>> Mayor City of Parkland 6500 Parkside Drive Parkland, Florida 33067 3 . . . AS TO WCI: Larry W. Streib, Senior Vice President WCI Communities Limited Partnership 3300 University Drive Coral Springs, Florida 33065 10. The preparation of this Agreement has been ajoint effort ofthe~parties andlthe resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. It is the intent of the parties that this Agreement be construed liberally to achieve its intent. 11. No waiver of any provision of this Agreement shall be binding unless it is in writing and signed by the party against whom it is asserted. The failure of either party to comply with any provision herein shall not relieve it of its other duties and obligations hereunder. 12. This Agreement represents the entire agreement between the parties, a:ld no modification of the terms shall be permitted except by a written document executed with equal dignity. 13. WCI and CITY agree that this document shall not be recorded in the Public Records ofBroward County, Florida. 14. Should either party be required to enforce any term of this Agreement through legal action in a court of law, the prevailing party shall be reimbursed for its attorney's fees and cost by the non-prevailing party, including at the investigative, trial and appellate levels. 15. All the terms, provisions and conditions contained in this Agreement shall survive the closing and delivery of each deed of conveyance which may be involved in this transaction, and the obligations shall bind the successors and assigns of the parties. 4 . , . 16. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 17. The effective date of this Agreement shall be the date on which the last party \ I affixes its signature hereto. IN WITNESS WHEREOF, CITY and WCI have made and executed this Agreement on the respective dates set forth below; CITY, signing by and through its Mayor, authorized to execute the same by City Commission action on the ~hday of May. 1998, and WCI, signing by and through its Senior Vice President, duly authorized to execute the same. DATED: May 13, 1998 CITY OF PARKLAND By: ~if~/ S agIiara, Ma " ATTEST: '- )~____ C2....:.1~ Susan Armstrong, City Clerk . DATED: WCI COMMUNITIES LIMITED P ARTNERSIllP By: Larry W. Streib Senior Vice President ATTEST: Paul 1. Angelo Vice President 5 EXHIBIT "B" SEE LEGAL DESCRIPTION MARKED EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF. SUBJECT TO the restrictive covenant that the lands hereby conveyed shall be used for no purposes other than for passive parks, recreational and non-athletic special activities other than equestrian activities, and for no active sports other than equestrian activities and that no parking lot lighting or sports lighting or loudspeakers shall be erected or permitted on the lands hereby conveyed, and this shall be a covenant running with the land and binding upon grantee. TIllS restrictive covenant shall inure to the benefit of the citizens of Parkland and may not be waived or released except upon the affinnative vote of eighty percent (800Ict) of the electors of the City voting in a referendum election in favor of said release or waiver at a referendum election.