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Winter Park City Commission - Special Meeting Minutes - March 30, 2022

Updated: May 6, 2022

City Commission Special Meeting

March 30, 2022

Present Mayor Phil Anderson; Commissioners Marty Sullivan, Sheila DeCiccio, Kris Cruzada and Todd Weaver; City Manager Randy Knight; City Attorney Kurt Ardaman; Deputy City Clerk Kim Breland.

1) Call to Order Mayor Anderson called the meeting to order at 11:33 am

2) Discussion Item(s) a. Golf Course Purchase Contract

Mayor Anderson stated the purpose of this special meeting is to take action on the Winter Pines Golf Course purchase contract. Mr. Knight explained that there were some issues holding up the contract and noted that the commission has approved the bonds which are set to close today. He said the city has two options available - if the city did not approve the contract because some issues needed to be addressed, the city can close on the bonds assuming closing will be done by April 29th. Alternatively, the city could rebid the bonds or delay the closing until April 15th at a higher interest rate that would cost $8800 a year and $150,000 over the life of the bonds. Mr. Knight added that the issues in the contract have been resolved and staff’s recommendation is to move forward and approve the contract.

Mr. Knight explained that one of issues was the environmental test results which showed arsenic on the course at excessive levels He and Public Works Director Troy Attaway met with the testing company and a remediation company to determine what the results mean and were assured by both companies that as long asthe land is used as a golf course and no major terrain changes were being made, no mitigation is required under current EPA standards. He noted that mitigation would be required if the property were redeveloped for residential use or with major renovation of the terrain, which is highly unlikely.

Mr. Knight stated that staff feels comfortable that the city is facing no major liability unless regulations change and that the cost for a major mitigation is between $500,000 and $2,000,000. Discussion followed on costs to do a partial mitigation of the course.

Mr. Knight explained that the second issue with the purchase was a $250,000 cap on liability which City Attorney Kurt Ardaman was able negotiate to an amount acceptable by staff. Mr. Ardaman explained that the seller did not want any liability of the property for any purpose unless they were intentionally misrepresenting or fraudulent or had failed to disclose certain documents beyond $250,000. He stated that the cap included any liability the seller would have under the deed which has a required covenant that can be relied upon by the city and its title insurance company. The seller has agreed to carve out an exception to the $250,000 cap which are fraud and misrepresentation or intentional failure to disclose matters and for all the covenants warranties and matters of title relating to the real property. He noted that there are other things that are subject to the cap and provided instances where the cap would apply.

Mr. Ardaman explained that the last issue had to do with the legal description in Exhibit A and language has been added at the end of the legal description, and agreed to by the seller. He stated he, Mr. Knight and the city surveyor Tom Connor have vetted the language which allows, in the worst-case scenario, the special warranty deed for the description in the title commitment. He said that the survey will not be available until April 8th and once received, he would like to update the language for the legal description in Exhibit A to match the legal description from the survey and if the seller agrees, the language will be replaced in the deed and other closing documents. If the city and seller are not in agreement, the title company will be notified of the new survey/descriptions and if the title company agrees, will issue the policy and the same survey will be used. If the title company says the survey cannot be used, the city will have the special warranty deed for the legal description contained in the title commitment and a quitclaim deed for the entire legal description from the surveyor.

Mr. Ardaman stated that the city is reasonably comfortable moving forward with each scenario, but would prefer to have a special warranty deed for everything. He stated that because the property has been functioning for 60 years and under the same ownership 40 years with lack of any claims or disputes the city is aware of, any claim of what the golf course is used for today is highly unlikely. Mr. Knight added that the map from the property appraiser’s website which shows the entire golf course within the parcel (Exhibit 1A) and the seller has agreed that is what will be used to resolve any dispute.

Discussion followed on the importance of having title insurance policy protections. Mr. Ardaman noted that the city has a commitment from Stewart Title Company to issue a policy for $7.4 million with the legal description that is attached to Exhibit A. Further discussion followed on the process for the title commitment, the stormwater project for the Winter Park Golf Course, social media access and the point of sale system for the Winter Pines Golf Course.

Motion made by Commissioner Weaver to approve the purchase contract for the Winter Pines Golf Course, seconded by Commissioner Cruzada. Upon a voice vote, the motion carried unanimously with a 5-0 vote.

3) Adjournment

The meeting adjourned at 12:14 p.m.

Posted to on May 6, 2022.

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