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HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-021Temp. Reso. # 11990 February 4, 2011 Page 1 of 6 CITYOF TAMARAC, FLORIDA RESOLUTION NO. R-2011- ,;�j A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING THE PURCHASE AND SALE AGREEMENT WITH M & M SOUTH PROPERTIES, LLC, A FLORIDA CORPORATION; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TAMARAC AND M & M SOUTH PROPERTIES, LLC, FOR THE CITY TO PURCHASE REAL PROPERTY GENERALLY LOCATED EAST OF NW 91ST AVENUE AND WEST OF NW 88TH AVENUE ON THE NORTH SIDE OF COMMERCIAL BOULEVARD, WITHIN THE CITY OF TAMARAC; PROVIDING FOR AUTHORIZATION FOR THE APPROPRIATE CITY OFFICIALS TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO CLOSE THE TRANSACTIONS CONSISTENT WITH THE PURCHASE AND SALE AGREEMENTS AND THE ASSIGNMENTS OF THE PURCHASE AND SALE AGREEMENTS; PROVIDING FOR FUNDING; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. ********** WHEREAS, the City Commission of the City of Tamarac (the "City") recognizes the importance of providing a mechanism for managing economic development within the City; and WHEREAS, the City Commission finds that through the acquisition of real property in specific areas within the City that the municipal government can be a catalyst for increasing jobs, diversifying the City's tax base, increase the City's property tax revenues, increase local shopping and dining options for the City's residents and businesses, create 1 Temp. Reso. # 11990 February 4, 2011 Page 2 of 6 a sense of place within the City, enhance public perceptions of the City, and create a local gathering place; and WHEREAS, City Administration has negotiated a Purchase and Sale Agreement with M & M South Properties, LLC, a Florida Corporation, for the acquisition of real property located in the City of Tamarac, legally described as follows: Lot 8, together with a portion of Lots 6 and 7, Block 9, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the Plat thereof as recorded in Plat Book 69, Page 43, Public Records of Broward County, Florida, being fully described as follows: Beginning at the Northwest corner of said Lot 8, thence South 88°59'06" East, along the North line of said Lot 8, a distance of 100.00 feet to the Northwest corner of said Lot 7; thence continue South 88059'06" East, a distance of 96.28 feet, the last three calls being coincident with the South right-of-way line of N. W. 57"' Street, thence South 00001'37" East, a distance of 200.73 feet to the Point of Intersection with the East line of the aforesaid Lot 7, thence continue South 00'01 '37" East, a distance of 92.28 feet, to a point on the North right-of-way line of N. W. 56t" Street (West Commercial Boulevard); thence North 88°59'06" West, a distance of 1.61 feet to the Point of Intersection with the East property line of the aforesaid Lot 7, thence continue North 88°59'06" West, a distance of 100.00 feet to the Point of Intersection with the West property line of the aforesaid Lot 7; thence continue North 88°59'06" West a distance of 100.00 feet to the Point of Intersection with the West property line of the aforesaid Lot 8, the last three calls being coincident with the North right-of-way line of N. W, 56rh Street (West Commercial Boulevard); thence North 01 °00"54" East, along the West line of the aforesaid Lot 8, a distance of 292.96 feet, to the Point of Beginning. Subject to the Official Records Book 32920, Page 120, Public Records of Broward County, Florida. Said lands situate, lying and being in Broward County, Florida. Said lands contain 52,284 square feet (1.338 acres), more or less. (hereinafter referred to as the "Property"); and 1 Temp. Reso. # 11990 February 4, 2011 Page 3 of 6 WHEREAS, City administration recommends that the City Commission enter into the Purchase and Sale Agreement with M & M South Properties, LLC, a Florida Corporation, for the acquisition of the Property pursuant to the Purchase and Sale Agreement which is attached hereto as Exhibit "A", and incorporated herein by reference; and WHEREAS, prior to the acquisition of the Property, the City shall complete due diligence as provided in Purchase and Sale Agreement; and WHEREAS, the City Commission finds that the approval of the Purchase and Sale Agreement, and the acquisition of the Property serves both a municipal and public purpose, and is consistent with the City's authority pursuant to Section 166.021, Florida Statutes; and WHEREAS, the City Commission finds that it is in the best interest of the citizens and residents of the City of Tamarac to enter into the Purchase and Sale Agreement with M & M South Properties, LLC, a Florida Corporation. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA that: 1 Temp. Reso. # 11990 February 4, 2011 Page 4 of 6 SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All exhibits referred to in the "WHEREAS" clauses are hereby attached hereto and incorporated herein by reference. SECTION 2: The City Commission of the City of Tamarac hereby approves the Purchase and Sale Agreement with M & M South Properties, LLC, a Florida Corporation, which is attached hereto as Exhibit "A". SECTION 3: The appropriate officials of the City of Tamarac, Florida are hereby authorized to execute on behalf of the City of Tamarac, Florida, the Purchase and Sale Agreement between the City of Tamarac and M & M South Properties, LLC, a Florida Corporation (the "Purchase and Sale Agreement") SECTION 4: The appropriate officials of the City of Tamarac, Florida and/or the City Attorney, are hereby authorized: (a) to obtain at least one real estate appraisal for the Property; (b) to obtain a Phase I Environmental Audit and/or a Phase II Audit, if warranted, of the Property; and (c) to obtain a boundary survey of the Property, during the inspection period as stated in the Purchase and Sale Agreement. C Temp. Reso. # 11990 February 4, 2011 Page 5 of 6 SECTION 5: The appropriate officials of the City of Tamarac, Florida are hereby authorized to obtain title insurance on the Property in the amount of the purchase price from an authorized title insurer in the State of Florida, at City's expense. SECTION 6: The appropriate officials of the City of Tamarac, Florida are hereby authorized to fund and to close the transactions contemplated in the Purchase and Sale Agreement, and upon the occurrence of all conditions precedent, the appropriate officials of the City of Tamarac, Florida are specifically authorized to execute any and all documents required to complete the closings, including but not limited to, closing statements, and standard closing affidavits. In addition, an appropriation in the amount of $1,100,000.00, plus applicable closing costs associated with the transaction, shall be included in a budget amendment to be considered by the City Commission prior to November 30, 2011, pursuant to Section 166.241(2), Florida Statutes. SECTION 7: The appropriate officials of the City of Tamarac, Florida are hereby authorized to execute, if necessary, an amendment to the Purchase and Sale Agreement to provide for an extension of time with respect to the City's performance of its obligations within the due diligence period, as provided in the Purchase and Sale Agreement, up to a maximum of thirty (30) days. SECTION 8: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. 1 Temp. Reso. # 11990 February 4, 2011 Page 6 of 6 SECTION 9: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 10: This resolution shall take effect immediately upon its adoption. PASSED AND A OVED BY TH�fY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THIS DAY OF � , 2011. TAMA R . • q0 k. ESTAB�tSHED � o 1963 SEAL •' ©: ATTEST: PETER M.J. Rl(,HARDSON, CRM, CIVIC CITY CLERK "' I HEREBY CERTIFY that I Have approved this RESOLUTION as to form. CIT ATTO NE CITY OF TAMARAC, FLORIDA BETH TALABISCO, MAYOA B. TALABISCO P. BUSHNELL It 1z D. GLASSER ALS M. GOMEZ H. DRESSLER SSG:DNT:dnt HA2005\050164 TAMARAC\RESO 2011\TR 11972 (Purchase and Sale T&C).doc 1 1 02/0012011 18; 07 9549238402 PACE 02 /. ! Lit City of Tamarac Purchase and Sale Agreement Fags 1 71HI9 PMCHASF, AM SALE AGRE91A !`1T (the "Asmamenf) is made and entared on this day of February, 2011 by and bat vm the City of Tamarne, a Florida munidpal corporation (heminefter referred to as "P'URCHASFR"j and M & M Sonth Properties, LLC, a ]lt'loMs lia dW &bftlty eontpany (hereinafter ref wed to as "SES,1..1M"). In consideration of the muWal' promises owrtained in this Agreement and other good and valuable consideration, the receipt and sufitcieney of which is hereby acknowlediA the parties hereto agree as follows: 1. DMIIVTT M. no fallowing terms when used in this Agroenatmt shall have the following meanings; 1.1 Pmm 'That certain unimproved teal property locWnd in the City of Tamarac, Florida (the `Property % mere particularly described as (allows: Lot 8, together with a portion of Lou 6 and 7, Block 9, LYONS COMM1vIBRC1AL SMDMS1014 UMrr NO, Z, according to the Plat thereof as recorded In Flat Book 69, Page 43, Public Records of BlBroward county, Florida, being fully described as follows, Beginning at the Northwest corner of said Lot 8; thence South 88059'06" Sod, along the North litre of said Lot 8, a diststroa of 100.00 feet to the Northwest comer of said Lot 7; thence continue South 88°59'W &A a dIMMM of 96.28 fleet, the tat thm calls being coincident with the Souttr tight*o&way Une d N. W. $711 Stroh free South 00901137" East, a distance of 200.73 feet to the Point of Intanation with the bait line of thei stbreseld Lot 7; thence Continue South 00°01"37" East, a distance of 92.28 feet, to a point ate this North sway Una of N.W. ads Stred (Waal C mmerciel Boulevard); thence North 88'"J9'06"'West, a distance of 1,61 feet to the Point of Interotetlon with the Ent property line of the eforesald Lot 7; thence continue North 98059106" Wart, a distance of 100.00 fleet to the Point of Intersection Wdh the Went property line of the atbreratd Lot 7; thence coonthwe North 88039*06" West a diftwe of 100.00 feet to the Paint of interaeeticra with the Woe, property tine of the eibcaaid Lot 8, the lest three Calla being coincident whb the North rlghaoiLwry line of N.W, 56e Street (West Commercial Boulevard); thence North 01°00"34" East, along the .West line of the albresaid Lot 8, a distance of 292.96 fhet, to the Point of Beginning. (Subject to vatiflCatlon of a survey obtained by the Purchaser) 1.2 Closing Uat✓e. The Closing Delta shall 000nr within dft (30) days attar the approval of the City Commission of the City of Tamarac, 1.3 , A General Warranty Mod, in its statutory forth, which shall cotivay the 1. .............. 02/08/2011 18:07 9549238402 PAGE 03 City OrT'amaraa Ponhase and Sala Agreene d . 2 Property fi orn SET,1_ER to PURCH MM 1.4 EMM . 71w sum of One Thousand and 001100 ($1,000.00) Dollars delivered as ascraw deposit from PUMNASER to Escrow Agent, pamout to Seeders 2.1 set forth herein. 1.5 1 ive Date. The Effective Date of this Agreement shall be the data upon its execution by the last of either the SMAIM, the, KMCJWER or the Escrow Agent. 1.6 BEL= Addm a, Seller's mailing address 1%64 390 Avenue, Sunny Isles Beach, FL 33160, Attn: Gene Mirvis. 1.7 P1n QMS 'S Address. Purcheser's mailing address is 7523 NW 88`" Avenues, Tamarac, Florida 33321, with copy to Donald J. D00dy, Tisqulre. 00xert, Chem Doody dt Exrol, P.A., at 3099 Fast Commercial Boulovard, Suite 200, Florida 33308, 1.8 QdW DOINOW. The terms dof ed in any part of this Agreement shall have the deified meaning wherever capitalized heroin. Whomever appropriate In this Agremnent, the singular shall be downed to rehr to the plural and the phial to the singular, n[hd pronouns of each gender shall be deamod to comprehend either or boat of the other ganders. 2. =CUR_tJgiCE. Subject to the pr0visx= of this Agrovmem, SMJ ER homwby agrees to sell to PURCHASER, and PURCHASER hereby aFees to purchase horn ST3I. M. the Propsrty for the total Pnrobase Brice of One Million One Handred Thousand and 00I100 (S1,100AW.00) DoDm and upon end subject to the terms and conditions herolnew sot fbrth, 2.1 Eang Wgrty+. Concurrently with the axewrtion of this ANvoincrtt, PURCMSBR shall deposit and cause to be placed in are eacrow account maintained by Clore++, Cherof, Doody & T rol, P.A. (" Baomw Agent) the amount of One Thousand and 00/100 (91,000.00) Dollars (" Uamost Maney'j. Purchaser's obligsdon to close the transaetim in aaoordance with Wavisions of this Agrewnwnt Is contingent upon the BELI.M3 abiihy to deliver good and marketable We for the proparq+ in acmordanoe herawith, Should to SELLER delhult hereundwr, the PURCHASER shall be entitled to an immediate teftmd of the andre aim of the Berried Money held by the Escrow Agent. 2.2 Salome of Zwbm Ed . KMC MASBR shah pry the belanoe of the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by wire ttusfar of ma lily negotiable fiords. 2 02/08/2011 18:07 9549238402 PAGE 04 City of Tomaaw Purdese w A Sato Agrmanment Page 3 3. PURCHASER. shall have from the Bfi'eetive Dde WWI March 7, 2011 at 5.00 p.an. to peribrm inspeations of the Property as the PURCMM dooms neamxry {" Inspeodon Period". During the bspw ions Period, PURCHASER. shall, at its sole cost and expenea, detccnnine that utility services inaiudinS, water, waste water, electric, telephone cull ail other utilities am available in the proper sin and grpecfty as well as Installed to the properly lines. At all times during the hspection Period, PURCHASER and its a aft shall be provided with reasonable access during normal business hours to the Property for purposes of on -site inspection, upon reasonable prior Notice to SELLER. The scope of the inspection ow to nplated herein shall be determined by the PURL HMER as deemed appropriate undar the ciroxns Lances. PURCHASER agrees to indemnify and hold SBLLBR harmless from any losses, claims, costs, and expenses, including reasonable attorney's flees, which may result tkom or be connected with any acts or omissicros of PURCHASER during inxWfl ns that we done pursuant hereto. 71c scopo of the inspection contemplated herein shall be dearmined by the PURL WASER as doomed appropriate under the oiurcumstanom This A Vvean ent, is continput upon PURCHASER, at FURCHASEWS sole vest and expense, obtaining and aoowdng a sattidwtory Phase I Environmental Audit, and if deemed necessary at is discrario% a Phm U Btivirenmental Audit far which it will be granted an additional sixty (60) days fbr inspections. In the event that any inspeetlons and any review of documents conducted by the PURCHASER relative to the Property during the Inspection Period prove unsartisf'hcWry in any fkahlon, the PURCHASER, at its sole discretion, shall be entitled to twnhaate this Agraememt. In such event, PURCHASER shall provide wrtttaat cancellation notino by mail or facsimile to SELLER and/or SELLERIS counsel and mot" an inanaediate refand of all Earnest Money deposits plus interest paid hereto. Upon such termination, the Eearow Agent shall be w thorimed to deliver the Escrow Deposit; together with any iniernat earned, as directed by the PURCHASER, and the parties shall have no fttrther rie is or obligations pursuant to this AVeenwad. SK1XR shall not be entitled to object to the diebursemeaet of the Bs;orow Deposit to such event. 4. SUA 16 ) 11;NTA'I'IOMS. To induce PURCHASER to enter Into this Agreement, SELLER m4lm the following reprowntations, all of which, to ti>e beat of SELLws knowledge, In all material respects and except as otherwise provided in this Agreement (I) are now inns, and (ii) shall be true as of the date of the Closing unless SELLER roceivas Inflbrreatioat to the contrary, 3 02/08/2011 18:07 9549238402 PAGE 05 City of Tamarac Purchase and Sale Agrceumew Page 4 and (iii) shall survive the Closing and the pasting of title to the Properly fbr a period of twelve (12) months following the Closing. SELLER represents and warrants to PURIMSER as fbllowsr 4.1 At all times from the Effwtive Deta until prior to Closing, SELLER $hall keep the Prgxrty (whether before or after the date of Closing) lieu and clear of any mechanids liana for work or materials furnished to or contacted fbr, by or on behalf of SELLER prior to the Closing, and SELLER shall hWamnify, defend and hold PURCHASER harmlaw tram and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorneys fees). 4.2 SELLER has no actual knowledge nor has SEUSR received any notice of any litigation, claim, action or proceeding, actual or threatened, against SMA ER or the property by any orSanlratlan, person. Individual or governmental agency which would OW (as to any threatened litigation, claim, action or proceefin& in a materially adverse Whion) the use, occupancy or value of the property or any plat thereof 4.3 SELLER ban full power and authority to enter into this Agreemmrt and to ud=* and perform its obligations hereunder in this Agreement, SELLER does not and will not oontliet with or rmtt in the branch of any condition or provision, or consfto a defhult tinder, or result in the creation or imposition of atty lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the tome of any contract, mortgage, lien, leaso, agrees ent, indent m, inaqument or judgment to which the SELLER is a pety of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any fbdaral, state or municipal or other governmental delismrAr*, a mmission, board, bureau or instrumentality is necessary to males this Agreement 4 ►+$lid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that it will not, betwern the date of this Ag;reaanant and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, exogn in the ordinary course of business, amen any encumbrances on the Property. for purposes of this pWision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights -of -way, leases, easements, covenantk conditions or restrictions. 4.5 SELLER repremo that there are no parties other than SELLER, in possession ofthe Property or any portion of the Property as a lessee. 4 02/08/2011 18:07 9549238402 PAGE 06 City atTamarec Pnrohw and Bale Aonment pap 4.6 SELLER shall not list or offer the Property fbr sale or solicit or negotiate ofTers to purchase the Property while this Agremrnent is in dirt, SELLEK shall use its bust afarts to maintain the Property in Its prew t condition so as to ensure that it shall remain substantially in the nine condition from the conclusion of the hmpa4ion Period to the hosing. Data. All of the repraselttations, warranties and covenants of SELLER contained to this Apnowd delivered to PURCHASER in connection with the transaction contemplated hamiln shall be trua and correct in all material rwpecte ate not In deftult at the time of Cicsing, just as trough they were made at such time. 9M+ .,LER shall provide Immediate notice to USER as to any chats to the above t�eprxasarhhtittns, & EVID►FNMOIP TME. 5.1 7'h'le.to the hpam y. SELLER shall convey to the P'URCHASEK at Closing, by delivery of a general Warranty Deed, this to the subject Property. PURCHASER, shall, withift tan (10) days ofthe conummemew of do Inspection Period, secure a title insurance commitment issued by a title Insmmoe underwriter approved and selected by PURCHASER for the Property insuring PURCHASER'S title t>a the Property, subject only to those exceptions set forth in the commitment. The coats and apanaes relative to the issuance of a title commituxm and an owner's title policy shall be bame by the PURCHASER. PURCHASER shall have un (10) days barn the date of receiving said comrnlmarent to examine the title commiftn nut and to notify SELLER of any objections to title. If PURCHASER Objeois to any exception to title as shovm in the title commitment, and Which SSI.LM chodsas to then it shall be cured by SELLER so as to mumble the removal of said objextion(s) flram the title mmrr�rnent within five (5) dwo after PURCHASM has provided notice to SELLER, Within fifteen (15) days prior to closing, SELLBft shall send to PURCHltiOR as notice in writing (a "care notice") ststhhg aither (1) that the objection has been cured and in such can enclosing evidence of Such ours, or (61 that SEUAR is abhor unable to cure or has chosen not to cure such objection. 1f S1 LLOR shall be unable or unwilling to cure all objections within the time period set fbrdh in the preceding sentsttoo, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER within five (5) days after receipt of a aura notice specifying an uncured objection, in which event all instruments and monies held by the Evomw 5 02/08/2011 18:07 9549230402 PAGE 07 City Of Tamarac Puruhne and Sale Agreement Page 6 Agent shall be immediately returned to PURCHASER; or (b) subject to the provisions at foe below, proceed to close the transaction contemplated herein despite the uncured objection. 52 Within five (5) days of the co mancemhent of the Inspection Period, PURCHASER at its own expense shall order. (i) a survey prgmW by a regia mvd land surveyor or engineer licensed in the State, of Florida showing the boundaries of the land, and the location of any easernettta thereon and owdf*g the number of acmes (to the nearest one thousandth acre) of land contained in the Property, all buildings, improvements and encroachments; and (li) a correct legal description of the Property wihicb, upon approval thereof by PURMS$R and SELLER (not to be unreasonably withlhelc% shall be the legal description used In the deed of conveyance. The survey and legal description shall be prcparod and certified by a surveyor licensed and registered in the State of Florida and shall comply with the mequiretnents of the survey map established in cu mecton with the issuanoa of an owner's title insurance policy on the Land. The avrm shall be cortified to PURCHASML and the title insurance company issuing the title insumnoe, 6. . PURCHASER hereby represents and warrants to the bast of its knowledge that all of the following are true and oorreot» 6.1 PURCHASER hag full power and authority to enter into this Agreement and to assume and perforce all of its obligations hereunder. 6.2 The execution and delivery of this Agre meat and the pa*rmanoo by PURCHASER of the obligations hereunder have been duly atdharized by the p r inapt governmental authorities in compliance with Chapter 166 of the Florida Statutes, the City of Tarmww Charter and (Code of Ordinances, as my be required, and no further action or approval is required in order to constitute this ftmement as a binding obligation of the PURCHASER. 0 No action by any federal, state, municipal or other governmental department, commission, board, bureau or instrumentality is necessary to Mike this ,Agreement a valid inhstxuannt binding upon PURCHASER in acmdance with its terms and conditions. All of the representation, wwrantiea and covenant$ of FMCHAWK curtained io this Agreement delivered to S> U-M in connection with the transaction contemplated heroin shall be true and oorreat in all material respects and not In defauh at the time of Closing, just as though they were made at such time. 6 02/08/2011 18:07 9549238402 PAGE 08 City of Tame= Purchase and Said Agreement Page 7 7. Each of the following eveuta or owtunmes ("Conditions Pracedorun) shall be a condition precedent to PURCWER'S obligation to close this transaction: 7.1 PURCHASER has not timely notified SELLER that it to dissatisfied with the hnsp MOD Period investigation conducted on the Property during the Inspection Period, 7.2 SM LER has perfo mad all covanmit, agreemonts and obligations, and complied with all conditions required by d& Agreement to convoy dear and usnagksuble title of the Property to PURCHASER, prior to closing. 7.3 The average appraised value of the Property, aia provided by two (2) certified currant appraisals, Is above the Purchase Prica. 7.4 Approval of this Agreement by the City Commission of the City of Tamarac on or before February 23, 2011. $. CO RMZN=. PURCHASEWa obligations under this Agreement are contingent upon the following: 9.1 That the PURCHASER is fully wAsfied with its dtta dilipm investigation conducted during the Investigation period. 8.2 That the environme tal audit is satisfactory and acceptable to PURCHASER 8.3 The City of Tatmam authorim this trar►s adon, 8.4 Two (2) appraisals of the Property, acceptable by the City of 'Tattutraa, that indicates that an average of the two appraised values Is equal to or above the Purchase Prlee. 8.5 Conveyance of clear and marketable title of the Property to PURCHASER. 9. RM OF L038, If. after Effective Date but before closing, the Property is damaged by fire or other casualty, or both, cost orres0oration is an obligation of SELLER. W 02/08/2011 15:07 9549238402 PAGE 09 City of Twnerac Purchase: and Sale Agreememt Pap 8 io. CIMING At closing, SELLER shall deliver to PURCHASER a General Warranty Dead, Bill of Sale, if'appliosble, No Lien/Gap ,Atildavit, Non -Foreign Certlf' twation in, accordance with Secdon 1445 of the bornal Revenue Code, 1099 Form, an affidavit to *=ply with Section 607.1405 of the Florida Statutes and any other documents as listed as We requirement in Schedule $-1 of the Title Commitment to assure the conveyance of good and marketable fee simple two Of the property to tits PURCHASER. At closing, PURCHASER shall deliver to Closing Agent the balance of the Purchase Price in accordanoe to Paragraph 2 of this Agreement. , 11.1 Ay orem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Smtes, with rwgW to the payment of prontted ad valorem texas for the year of closing into escrow with the Browar+d County Revenue Collector. 11.2 Seller's C12SLOC Cersts SELLER shall pay for the following items prior to or at the time of closing a) Cost of providing marketable title as provided hee ol", and Mocumenh y Stamps on the Warranty Deed as provided under Chaaptar 201, Florida Statutes. 11.3 Ewftnem r.IUWK.QM. PURCHASER shall pay for the tbllowing items prior to or at the time of Closing: a) Costa associated to appraisals, survey, environmental reports (phase 1 and phase R); b) Recording flees of the Warranty Deed and title insurnrm premium fbr the owner's policy on the Property. 12, The Cloeing shall take place within thirty (30) days arfor the approval of the Ci(y Commission ofthe City of Tamarac at the law offivas of Qoraa, Cherot; Doody & F,Zrol, PA located at 3099 Fast Commercial Boulevard, Suite 200, Fort Lauderdale. Florida 33308. B 02/08/2011 18:07 9549238402 PAGE 10 City of Tamarac Parvhan and Sala Agraeutent page 9 13. ME In the evert of default by S13LLFSR, PURCHASER shall have the elootion of the following ramedies, which shall include the return of the earnest money and aocaved interest as liquidated damages, or equitable mliof to enlbrme the terms aed conditions of this Agreement either through it dearer f er specific performance or itounative mlief. If the 1?MCHASER shall lhil or mfUse to consummate the traneaation in acc ardance with the terms and provisions of this Agreement, all monies on deposit shall be immediately forfeited to MUM as agreed upon liquidated damages and PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such dothult. SELLBRIS sole and entire remedy shall be restricts m retention ofthe deposit plus ail accrued interest, In the event of any willful detiault or intentional or knowing rni srep tsentatian by SBLI,k7Xthen in addition to the foregoing remedies, PUR,CHASBR shall be entitled to recover ftm SELLER. its , treasonable attornoy's tees and if KaCHASM terminates this Agrearod as a result of such default or misrepresentation, all of PI.rRCiacASE+.IVS out of pocket costa and asses Interred in connection with this transaction. 14. BRDIML The parties each represent to the other that they have not dealt with any real estate broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or brokerap commission Jn aecordanoe with Florida law, except far the Brotman Group, Inc. (the "Broke. Seller shall be responsible to pay at closing a real estate commission of 3% of the pwobase price to Brotman Choup, Inc. PURCHASER is not raspottsible for any broker's fees or commissions under this Agreement. SELLER and PURCHASER shall indanrift hold harmless and defend the other against all liability, lass, cost, claim or expense arising out of any breach by either of them, as the ease may be, against Its respective obligations or representations in this Paragraph. 19, ffi+l gAQABtII=- If any provision in this Agreement shall be hold to be orccessively broad, it shall be aonatruad, by limiting and reducing It, to be enforceable to the extent aompatibla with applicable law. If any provision in this Agraenoent shall, noftithstanding the preceding sentence, be hold illegal or unonforaeable, such illegality or unenforcaaliility shall not affect any other provision of this Agreement. F9 02/08/2011 18:07 9549238402 PAGE 1.1 a CltX of Temarmc Pmhaea and Sale Ag=nant Page 10 16. XOnCE. All written notices to the parties- to this Agreement shall be deemed affective if sent to the fallowing places: PURCHASER: City of Tamarac , 7525 NW 880 Avenue Tarnaurwr Florida 33321 Attu: Miebul Cernech, City Mmagar With Copy to: Donald J. Doody, Esquire GOREN, CH F, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tel: (954) 771.4500 Fax- (954) 771-4923 Email' SELLER: M&M South Properties, L,LC 19464 W Avenue Sunny Isles Batch, FL 33160 Attn: Oene Mirvis With a Copy to: John Bernaarali, Esq, 2734 Polk Strtat, Suite H Hollywood, FL 33020 ESCROW AGENT: GOREN, C IKOF, DOODY do 13=04 P.A. 3099 Frost Commeraiai Bouloya d, Suite 200 Fort Lauderdale, Florida 33309 17. 1`,14UM This A.grement Mall be pv'ettted by the taws of the State of Florida. The parties agree to submit to parmW jurisdiction in the Cimuh Court in and far Bmward County, Florida, in any action or proceeding arising out of this Agreement 111i, 'Phis Agreement elates the entire ag wrnant between the parties and supersedes all prior agroemants and negotiations, either oral or written, wish r+e*aot to the 10 02/08/2011 18.07 9549238402 PAGE 12 Chy of7smarac Purchase and Sete Agreement page 11 aubject; matter of this Agreement, All prior understandings and agreements between SE.i.1r13R and PURCHASER are merged in this Agmement, and neither SELLER nor PURCHASER is or shall be bound by any stipulations, repreaetntations, agmements or promises, oral or otherwise, not printed or inserted in this Agreement. 19. A . No modification or amendment of this Agi^eemetut shall be of any force or efll'at unless in writing and tamoW by both SELLER. and PURCHASER. 20. SUCCESSOR& This Agroment shall be finding upon and inure to the benefit ofthe parties and their respective executors, Administrators, successors and permitted assigns. 211. QQi1aVTRitPA=s This Agre ment may be exeoured in two or more =mterparts, oaoh of which shall be taken to be an original, but all of which, when taken togadtcr shall congtltfrta one and the mine Agreement. The parties hemp agree that a facelmile copy hereof and jury signetares hereon shall be considered for all purposes as originals. 2L In connection with aW litigation arising out of this Agreement, the prevailing patty shall be entitled to recover born the note -prevailing party all coats and expenses incurred, including its reasonable attorney's fete at all trial and appellate levels and post judgment proocadinge. IN WITNESS WiOMWF, the parties have executed this Agreement as of the dates indicated shave; SELLM M&M South Properdee, a Florida limited liabi] nan, By: G&A 1�04W ItOstr W% Inc., is Florida 02/06/2011 16:07 9549236402 PAGE 13 City of Temaww Parchw and Salt AgrMement Page !2 ESCROW AGENT Accepted and Agreed to: OC}M, CMOF, DOODY & M,OL,, P.A. By: Signed on : H:1�01011pp39iW�-07�1� ApronumtflarParGh�ncendBrb-pimt.dac 12 m And 13y, An ly iw 1A irie s Tlnyet -Member wed on r '"Z = OF TAMAM a Florida municipal corporation By: _ Title - Signed on: City of Tamarac Purchase and Sale Agreement Page 1 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ' THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered on this day of February, 2011 by and between the City of Tamarac, a Florida municipal corporation (hereinafter referred to as "PURCHASER") and M & M South Properties, LLC, a Florida limited liability company (hereinafter referred to as "SELLER"). WITNESSETH In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the parties hereto agree as follows: 1. DEFEVITI<ONS. The following terms when used in this Agreement shall have the following meanings: 1.1 Pro e . That certain unimproved real property located in the City of Tamarac, Florida (the "Property"), more particularly described as follows: Lot 8, together with a portion of Lots 6 and 7, Block 9, LYONS COMMERCIAL SUBDIVISION UNIT NO.2, according to the Plat thereof as recorded in Plat Book 69, Page 43, Public Records of Broward County, Florida, being fully described as follows: Beginning at the Northwest corner of said Lot 8; thence South 88°59'06" East, along the North line of said Lot 8, a distance of 100.00 feet to the Northwest corner of said Lot 7; thence continue South 88059'06" East, a distance of 96.28 feet, the last three calls being coincident with the South right-of-way line of N.W. 571' Street; thence South 00°01'37" East, a distance of200.73 feet to the Point of Intersection with the East line ofthd aforesaid Lot 7; thence continue South 00'01'37" East, a distance of 92.28 feet, to a point on the North right-of-way line of N.W. 56`h Street (West Commercial Boulevard); thence North 88159'06" West, a distance of 1.61 feet to the Point of Intersection with the East property line of the aforesaid Lot 7; thence continue North 88059'06" West, a distance of 100.00 feet to the Point of Intersection with the West property line of the aforesaid Lot 7; thence continue North 88°59'06" West a distance of 100.00 feet to the Point of Intersection with the West property line of the aforesaid Lot 8, the last three calls being coincident with the North right-of-way line of N.W, 50h Street (West Commercial Boulevard); thence North O1°00"54" East, along the West line of the aforesaid Lot 8, a distance of 292.96 feet, to the Point of Beginning. (Subject to verification of a survey obtained by the Purchaser) 1.2 Closing Date. The Closing Date shall occur within thirty (30) days after the approval of the City Commission of the City of Tamarac. 1.3 Deed. A General Warranty Deed, in its statutory form, which shall convey the City of Tamarac Purchase and Sale Agreement Page 2 Property from SELLER to PURCHASER. 1.4 Earnest Mona, The sum of One Thousand and 00/100 ($1,000.00) Dollars delivered as escrow deposit from PURCHASER to Escrow Agent, pursuant to Section 2.1 set forth herein. 1.5 Effective Date. The Effective Date of this Agreement shall be the date upon its execution by the last of either the SELLER, the PURCHASER or the Escrow Agent. 1.6 SELLER'S Addre s. Seller's mailing address 19464 396' Avenue, Sunny Isles Beach, FL 33160, Attn: Gene Mirvis. 1.7 PURCHASER'S Address. Purchaser's mailing address is 7525 NW 880' Avenue, Tamarac, Florida 33321, with copy to Donald J. Doody, Esquire, Goren, Cherof, Doody & Ezrol, P.A., at 3099 East Commercial Boulevard, Suite 200, Florida 33308. 1.8 Other Definitions. The terms defined in any part of this Agreement shall have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. 2. PURCHASE PRICE. Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for the total Purchase Price of One Million One Hundred Thousand and 00/100 ($1,100,000.00) Dollars and upon and subject to the terms and conditions hereinafter set forth. 2.1 Earnest Monev. Concurrently with the execution of this Agreement, PURCHASER shall deposit and cause to be placed in an escrow account maintained by Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") the amount of One Thousand and 00/100 ($1,000.00) Dollars ("Earnest Money"). Purchaser's obligation to close the transaction in accordance with provisions of this Agreement is contingent upon the SELLER'S ability to deliver good and marketable title for the Property in accordance herewith. Should the SELLER default hereunder, the PURCHASER shall be entitled to an immediate refund of the entire sum of the Earnest Money held by the Escrow Agent, 2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by wire transfer of readily negotiable funds. 2 City of Tamarac Purchase and Sale Agreement Page 3 3. INSPECTIONS. PURCHASER shall have from the Effective Date until March 7, 2011 at 5:00 p.m. to perform inspections of the Property as the PURCHASER deems necessary ("Inspection Period"). During the inspection Period, PURCHASER shall, at its sole cost and expense, determine that utility services including, water, waste water, electric, telephone and all other utilities are available in the proper size and capacity as well as installed to the property lines. At all times during the Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Property for purposes of on -site inspection, upon reasonable prior Notice to SELLER. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. PURCHASER agrees to indemnify and hold SELLER harmless from any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from or be connected with any acts or omissions of PURCHASER during inspections that are done pursuant hereto. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. This Agreement is contingent upon PURCHASER, at PURCHASER'S sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, and if deemed necessary at is discretion, a Phase H Environmental Audit for which it will be granted an additional sixty (60) days for inspections. In the event that any inspections and any review of documents conducted by the PURCHASER relative to the Property during the Inspection Period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement. In such event, PURCHASER shall provide written cancellation notice by mail or facsimile to SELLER and/or SELLER'S counsel and receive an immediate refund of all Earnest Money deposits plus interest paid hereto. Upon such termination, the Escrow Agent shall be authorized to deliver the Escrow Deposit, together with any interest earned, as directed by the PURCHASER, and the parties shall have no further rights or obligations pursuant to this Agreement. SELLER shall not be entitled to object to the disbursement of the Escrow Deposit in such event. 4. SELLER'S REPRESENTATIONS. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of SELLER's knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, 3 City of Tamarac Purchase and Sale Agreement Page 4 and (iii) shall survive the Closing and the passing of title to the Property for a period of twelve (12) months following the Closing. SELLER represents and warrants to PURCHASER as follows: 4.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 4.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof. 4.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms .of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that it will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights -of -way, leases, easements, covenants, conditions or restrictions. 4.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 4 City of Tamarac Purchase and Sale Agreement Page 5 4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Inspection Period to the Closing Date. All of the representations, warranties and covenants of SELLER contained in this Agreement delivered to PURCHASER in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time. SELLER shall provide immediate notice to PURCHASER as to any changes to the above representations. 5. EVIDENCE OF TITLE. 5.1 Title to the Property. SELLER shall convey to the PURCHASER at Closing, by delivery of a General Warranty Deed, title to the subject Property. PURCHASER shall, within ten (10) days of the commencement of the Inspection Period, secure a title insurance commitment issued by a title insurance underwriter approved and selected by PURCHASER for the Property insuring PURCHASER'S title to the Property, subject only to those exceptions set forth in the commitment. The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be borne by the PURCHASER. PURCHASER shall have ten (10) days from the date of receiving said commitment to examine the title commitment and to notify SELLER of any objections to title. If PURCHASER objects to any exception to title as shown in the title commitment, and which SELLER chooses to cure, then it shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment within five (5) days after PURCHASER has provided notice to SELLER. Within fifteen (15) days prior to closing, SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either (1) that the objection has been cured and in such case enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time period set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow 5 City of Tamarac Purchase and Sale Agreement Page 6 Agent shall be immediately returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured objection. 5.2 Survey and Legal,. Description. Within five (5) days of the commencement of the Inspection Period, PURCHASER at its own expense shall order: (i) a survey prepared by a registered land surveyor or engineer licensed in the State of Florida showing the boundaries of the land, and the location of any easements thereon and certifying the number of acres (to the nearest one thousandth acre) of land contained in the Property, all buildings, improvements and encroachments; and (ii) a correct legal description of the Property which, upon approval thereof by PURCHASER and SELLER (not to be unreasonably withheld), shall be the legal description used in the deed of conveyance. The survey and legal description shall be prepared and certified by a surveyor licensed and registered in the State of Florida and shall comply with the requirements of the survey map established in connection with the issuance of an owner's title insurance policy on the Land. The survey shall be certified to PURCHASER and the title insurance company issuing the title insurance. 6. PURCHASER'S REPRESENTATIONS. PURCHASER hereby represents and warrants to the best of its knowledge that all of the following are true and correct: 6.1 PURCHASER has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. 6.2 The execution and delivery of this Agreement and the performance by PURCHASER of the obligations hereunder have been duly authorized by the pertinent governmental authorities in compliance with Chapter 166 of the Florida Statutes, the City of Tamarac Charter and Code of Ordinances, as may be required, and no further action or approval is required in order to constitute this Agreement as a binding obligation of the PURCHASER. 6.3 No action by any federal, state, municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance with its terms and conditions. All of the representations, warranties and covenants of PURCHASER contained in this Agreement delivered to SELLER in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time. 6 City of Tamarac Purchase and Sale Agreement Page 7 7. CONDITIONS PRECEDENT TO CLOSING. Each of the following events or occurrences ("Conditions Precedents") shall be a condition precedent to PURCHASER'S obligation to close this transaction: 7.1 PURCHASER has not timely notified SELLER that it is dissatisfied with the Inspection Period investigation conducted on the Property during the Inspection Period. 7.2 SELLER has performed all covenant, agreements and obligations, and complied with all conditions required by this Agreement to convey clear and marketable title of the Property to PURCHASER, prior to closing. 7.3 The average appraised value of the Property, as provided by two (2) certified current appraisals, is above the Purchase Price. 7.4 Approval of this Agreement by the City Commission of the City of Tamarac on or before February 23, 2011, 8. CONTINGENCIES. PURCHASERS obligations under this Agreement are contingent upon the following: 8.1 That the PURCHASER is fully satisfied with its due diligence investigation conducted during the investigation period. 8.2 That the environmental audit is satisfactory and acceptable to PURCHASER 8.3 The City of Tamarac authorizes this transaction. 8A Two (2) appraisals of the Property, acceptable by the City of Tamarac, that indicates that an average of the two appraised values is equal to or above the Purchase Price. 8.5 Conveyance of clear and marketable title of the Property to PURCHASER. 9. RISK OF LOSS. If, after Effective Date but before closing, the Property is damaged by fire or other casualty, or both, cost of restoration is an obligation of SELLER. 7 City of Tamarac Purchase and Sale Agreement Page 8 10. CLOSING DOCUMENTS. At closing, SELLER shall deliver to PURCHASER a General Warranty Deed, Bill of Sale, if applicable, No Lien/Gap Affidavit, Non -Foreign Certification in. accordance with Section 1445 of the Internal Revenue Code, 1099 Form, an affidavit to comply with Section 607.1405 of the Florida Statutes and any other documents as listed as title requirement in Schedule B-1 of the Title Commitment to assure the conveyance of good and marketable fee simple title of the Property to the PURCHASER. At closing, PURCHASER shall deliver to Closing Agent the balance of the Purchase Price in accordance to Paragraph 2 of this Agreement. 11. CLOSING COSTS TAXES AND PRORATIONS. 11.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Broward County Revenue Collector. 11.2 Seller's Closing Costs. SELLER shall pay for the following items prior to or at the time of closing: a) Cost of providing marketable title as provided herein, and b)Documentary Stamps on the Warranty Deed as provided under Chapter 201, Florida Statutes, 11.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at the time of Closing: a) Costs associated to appraisals, survey, environmental reports (phase I and phase 11); b) Recording fees of the Warranty Deed and title insurance premium for the owner's policy on the Property. 12. CLOSING DATE AND PLACE. The Closing shall take place within thirty (30) days after the approval of the City Commission of the City of Tamarac at the law offices of Goren, Cherof, Doody & Ezrol, RA located at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. 8 City of Tamarac Purchase and Sale Agreement Page 9 13. DEFAULT. In the event of default by SELLER, PURCHASER shall have the election of the following remedies, which shall include the return of the earnest money and accrued interest as liquidated damages, or equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or injunctive relief. If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this Agreement, all monies on deposit shall be immediately forfeited to SELLER as agreed upon liquidated damages and PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such default. SELLER'S sole and entire remedy shall be restricted to retention of the deposit plus all accrued interest. In the event of any willful default or intentional or knowing misrepresentation by SELLER, then in addition to the foregoing remedies, PURCHASER shall be entitled to recover from SELLER its reasonable attorney's fees and if PURCHASER terminates this Agreement as a result of such default or misrepresentation, all of PURCHASER'S out of pocket costs and expenses incurred in connection with this transaction. 14. BROKER. The parties each represent to the other that they have not dealt with any real estate broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or brokerage commission in accordance with Florida law, except for the Brotman Group, Inc. (the "Broker"). Seller shall be responsible to pay at closing a real estate commission of 3% of the purchase price to Brotman Group, Inc. PURCHASER is not responsible for any broker's fees or commissions under this Agreement. SELLER and PURCHASER shall indemnify, hold harmless and defend the other against all liability, loss, cost, claim or expense arising out of any breach by either of them, as the case may be, against its respective obligations or representations in this Paragraph. 15. ENFORCEABILITY. If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law. If any provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this Agreement. E City of Tamarac Purchase and Sale Agreement Page 10 16. Old,,, TTCE, All written notices to the parties, to this Agreement shall be deemed effective if sent to the following places: PURCHASER: City of Tamarac 7525 NW 88" Avenue Tamarac, Florida 33321 Attn: Michael Cernech, City Manager With Copy to: Donald .1. Doody, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tel: (954) 771-4500 Fax. (954) 771-4923 Email: ddoody@cityft.com SELLER: M&M South Properties, LLC 19464 39`s Avenue Sunny Isles Beach, FL 33160 Attn: Gene Mirvis With a Copy to: John Bernazzoli, Esq, 2734 Polk Street, Suite H Hollywood, FL 33020 ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 17. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida. The parties agree to submit to personal jurisdiction in the Circuit Court in and for Broward County, Florida, in any action or proceeding arising out of this Agreement. 18. ENTIRE AGREEMENT. This Agreement states the entire agreement between the parties and supersedes all prior agreements and negotiations, either oral or written, with respect to the 10 City of Tamarac Purchase and Sale Agreement Page 11 subject matter of this Agreement. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement, and neither SELLER nor PURCHASER is or shall be bound by any stipulations, representations, agreements or promises, oral or otherwise, not printed or inserted in this Agreement. 19. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER. 20. SUCCESSORS. This Agreement shall be finding upon and inure to the benefit of the parties and their respective executors, administrators, successors and permitted assigns. 21. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be taken to be an original, but all of which, when taken together shall constitute one and the same Agreement. The parties hereto agree that a facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals. 22. LITIGATION COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all costs and expenses incurred, including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. above: IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated SELLER: M&M South Properties,, a Florida limited liability` mean, By: G&A I�palty'In)/estments, Inc., a Florida u City of Tamarac Purchase and Sale Agreement Page 12 I WITNESSES: ESCROW AGENT Accepted and Agreed to: GOREN, CHEROF, DOODY & EZROL, P.A. 'l By: UG uG . V,uk,-W� Signed on: L� 1 �? I L SELLER CONT..- .. And By: Ana jly'Zrvis Inte vos Trust - Member By: stee Signed on: PURCHASER: CITY OF.TAMARAC, a Florida municipal corporation _ , _ �-I By: _ Title: Signed on: H:\2010\100291\02-07-11 Agreement for Purchase and Sale - Final.doc 12 • I �'.