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HomeMy WebLinkAboutCity of Tamarac Resolution R-2005-2011 1 Temp Reso #10828 October 3, 2005 Page 1 Revision #1 - October 5, 2005 Revision #2 - October 5, 2005 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-200540/ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN SRDE REALTY LLC (SELLER) AND THE CITY OF TAMARAC (BUYER) IN THE AMOUNT OF SIX MILLION EIGHT HUNDRED SIXTY THOUSAND SIX HUNDRED FIFTY TWO DOLLARS ($6,860,652.00) FOR THE CITY TO PURCHASE 10+/- ACRES OF VACANT LAND FOR THE EXPANSION OF FACILITIES WITHIN THE CITY OF TAMARAC; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the 10 acre parcel which is a portion of Tract A, Westpoint Section 7 plat according to the plat thereof recorded in Plat Book 162, Page 23 of the Public Records of Broward County, more particularly described in Exhibit A of Exhibit 1 has been identified by the City as a potential site for expansion of facilities within the City of Tamarac; and WHEREAS, the City of Tamarac desires to acquire additional land for the purpose of expanding the Public Services Complex, providing for additional departmental and facility needs within the City of Tamarac; and WHEREAS, the City Commission authorized the City Manager to negotiate with the owner of the property adjacent to the Public Services Complex; and Temp Reso #10828 October 3, 2005 Page 2 Revision #1 - October 5, 2005 Revision #2 - October 5, 2005 WHEREAS, funds are available in the Utilities Fund to cover the costs of acquisition of said parcel; and WHEREAS, prior to acquisition City shall complete due diligence as outlined in Section 3 of the Agreement and otherwise ensure full and complete compliance with Section 166.045, F.S.; and WHEREAS, the City Manager recommends execution of the Agreement between the City of Tamarac (Buyer) and SRDE Realty, LLC (Seller) for the sale of a portion of Tract A, Westpoint Section 7 plat (attached hereto as Exhibit 1) and authorization of the purchase in the amount of SIX MILLION EIGHT HUNDRED SIXTY THOUSAND SIX HUNDRED FIFTY TWO DOLLARS ($6,860,652.00); and I WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to execute an Agreement for Purchase and Sale of Real Property between SRDE Realty LLC (Seller) and the City of Tamarac (Buyer) in the amount of SIX MILLION EIGHT HUNDRED SIXTY THOUSAND SIX HUNDRED FIFTY TWO DOLLARS ($6,860,652.00) for the City to purchase 10 acres +/- to provide for the expansion of facilities within the City of Tamarac. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 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. I I Temp Reso #10828 October 3, 2005 Page 3 Revision #1 - October 5, 2005 Revision #2 - October 5, 2005 SECTION 2: The City Commission hereby approves the Agreement for Purchase and Sale of Real Property between SRDE Realty LLC (Seller) and the City of Tamarac (Buyer), a copy of said Agreement is attached hereto as Exhibit 1. 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 Agreement for Purchase and Sale of Real Property between SRDE Realty LLC (Seller) and the City of Tamarac (Buyer), a copy of said Agreement is attached hereto as Exhibit 1. SECTION 4: The appropriate officials of the City of Tamarac, Florida pursuant to the terms of the Agreement and are hereby authorized to issue a draft in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000) made payable to the order of V. Craig Eakin, Trust Account" and to deliver same to W. Craig Eakin, P.A. as Escrow Agent, said funds representing the deposit pursuant to the terms of Section 2 of the Agreement. SECTION 5: The appropriate officials of the City of Tamarac, Florida and/or the City's real estate counsel, W. Craig Eakin, P.A. are hereby authorized: (a) to obtain two (2) real estate appraisals for the subject property (b) to obtain a Phase 1 Environmental Audit of the subject property, and (c) to obtain a boundary survey of the subject property, during the Inspection Period as stated in Section 3 of the Agreement, all at the City expense. Temp Reso #10828 October 3, 2005 Page 4 Revision #1 - October 5, 2005 Revision #2 - October 5, 2005 SECTION 6: The appropriate officials of the City of Tamarac, Florida are hereby authorized to obtain title insurance on the subject property in the amount of the purchase price from an authorized title insurer in the State of Florida, at City expense. SECTION 7: The appropriate officials of the City of Tamarac, Florida are hereby authorized to fund and to close the transaction contemplated in the Agreement and upon the occurrence of all conditions precedent thereto and in accordance with Section 166.045, F.S., the appropriate officials of the City of Tamarac, Florida are specifically authorized to execute any and all documents required to complete the closing, including but not limited to, closing statements, standard closing affidavits, and assignments. SECTION 8: The appropriate City Officials are hereby authorized to amend the budget as necessary to accomplish the acquisition. SECTION 9: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 10: 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. I I I I Temp Reso #10828 October 3, 2005 Page 5 Revision #1 - October 5, 2005 Revision #2 - October 5, 2005 SECTION 11: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this ATTEST: MARION SWENtON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. Ctt 4-S MUEL S.eG�OREN ") INTERIM CITY ATTORNEY day of 2005. ,OE SCHREIBEI AYOR RECORD OF COMMISSION MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: V/M TALABISCO DIST 3: COMM. SULTANOF DIST 4: COMM. ROBERTS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AGREEMENT made between SRDE REALTY, LLC, a Florida limited liability company, with a principal office located at 8855 NW 35'h Lane, Miami, Florida 33172, (hereinafter referred to as "Seller"), and the CITY OF TAMARAC, a municipal corporation of the State of Florida, with offices for the transaction of business at 7525 NW 88th Avenue, Tamarac, Florida (hereinafter referred to as "Buyer"). 1. PURCHASE AND SALE. The Seller agees to sell and the Buyer agrees to purchase the following parcel of real property, located in the City of Tamarac, County of Broward, State of Florida, and described as follows: See Exhibit "A" attached hereto 2. PURCHASE PRICE. The purchase price for the property described above shall be the sum of $6,860,652-00, said sum to be paid as follows: (A) DEPOSIT: Upon the execution of this Agreement by all parties, Buyer agrees to pay into escrow with W. Craig Eakin, P.A., (hereinafter referred to as "Escrow Agent"), the sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000-00) as eamest money and partial payment for the Property (hereinafter referred to as the "Deposit"), and shall cause said Escrow Agent to fumish to Seller in writing an acknowledgment of receipt of said Deposit. The Deposit shall be held by Escrow Agent and utilized in accordance with the provisions of this Agreement. The Deposit, if this transaction closes, shall become a credit in favor of the Buyer against the purchase price at closing. If this transaction shall fail to close, the disposition of the Deposit shall be as provided herein, and the interest on the Deposit, if any, shall follow the Deposit and inure to the benefit of the party entitled thereto. Reference to the Deposit throughout this Agreement shall include any and all accrued interest thereon. (B) BALANCE TO CLOSE: Buyer shall pay to Seller the balance of the purchase price by certified funds, official City of Tamarac check or wire transfer at the time and place of Closing as hereinafter provided. 3. INSPECTION PERIOD. At the option of the Buyer, the obligation of Buyer to close this transaction is subject to the inspection rights stated in this section. Buyer shall have forty - Page I of 10 five (45) days from the Effective Date of this Agreement (the "Inspection Period") within which to make Buyer's inspection and examination of all the Property, If, during the Inspection Period, Buyer delivers to Seller a written statement stating that Buyer, in Buyer's Sole discretion, determines that the Property is not suitable for its intended use and Buyer wishes to terminate this Agreement, the Deposit set forth herein shall be returned to Buyer, at which time this Agreement shall be null and void and Buyer and Seller shall have no further obligations under this Agreement. During the Inspection Period, Buyer and Buyer's agents and other representatives shall have the night to enter upon the Property to inspect, examine, survey, photograph, obtain engineering inspections, environmental inspections, appraisals and otherwise do that which, in the opinion of Buyer, is necessary to determine the boundaries, acreage and condition of the Property and to determine the suitability of the Property for the uses intended by Buyer in Buyer's sole and absolute discretion. After any entry on the Property, Buyer shall return the Property to the condition it was in prior to such entry or any tests made by the Buyer, including the re -compaction of any disrupted soil, All inspections or tests shall be at the sole expense of Buyer. Buyer shall timely pay for and, to the extent allowed by law, hold Seller harmless from liability for all tests, services, inspections, audits and examinations performed o . n Buyer's behalf under this Paragraph 3 so that the Property does not become subject to any liens. Buyer has no authority or right to create liens upon the Property. If such a lien occurs on account of Buyer's inspection activities, Buyer shall remove same by a statutory permitted bond or otherwise within five (5) days from Notice from Seller. Buyer will, at BuyWs expense, and within the Inspection Period, obtain a current certified survey of the Property from a. registered surveyor, If the survey reveals encroachments on the Property or that the improvements encroach on the land of another, such encroachments shall constitute a title defect to be cured by Seller within the Curative Period as set forth on Paragraph 7, below, 4. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date upon which the Buyer, through authorized City Officials, executes such. The parties agree that upon Seller's execution of this Agreement, Buyer shall cause the terins and conditions of this Agreement to be placed on an agenda before the City Commission for the City of Tamarac for their consideration thereof. Upon consideration thereof, and in the event that the City Page 2 of 10 Commission for the City of Tamarac passes a Resolution authorizing the appropriate City Officials to execute the Agreement, said Agreement shall be executed by said authorized City Officials. Upon execution of this Agreement by the authorized City Officials for the City of Tamarac, this Agreement shall become binding upon all parties. It is expressly agreed between the parties that this Agreement is not a binding contract until such time as it has been executed by the authorized City Officials for the City of Tamarac. The parties agree that in the event this Agreement is not fully executed by all parties by October 14, 2005, this Agreement shall become null and void. 5. CLOSING. This Agreement shall be consummated and the purchase and sale concluded on or before five (5) days after the end of the Inspection Period set forth in paragraph 3, above. Closing shall be at the law office of W. Craig Eakin, P.A. located at 2900 E Oakland Park Blvd., Fort Lauderdale, Florida, 33306, attorney for the Buyer. 6. TITLE INSURANCE OR ABSTRACTS. Within twenty (20) days from the Effective Date of this Agreement, Seller shall furnish to Buyer a copy of any existing title insurance policy or abstract of title relating to the Property that is in Seller's possession or control. Within twenty (20) days following delivery of title evidence, the Buyer shall obtain,.at I Buyer's expense, a title insurance commitment issued by a title insurance company authorized to conduct business in Florida, showing title to the property to be good and marketable and vested in the Seller, free and clear of all encumbrances except: A. real property and school taxes and assessments for the year of closing and thereafter; B. conditions and restrictions of record that are common to the subdivision or neighborhood; C. applicable zoning ordinances, if any; D. reservations for canal rights and road right-of-way of record: 7. OBJECTIONS TO TITLE. The Buyer shall have twenty (20) days following delivery of title evidence to make written objections to the state of title to the Property. if the Buyer has valid objections to the state of the title, the Seller shall have a period of time, not to exceed sixty (60) days from the date of receipt of the Buyer's written objections ("Curative Period"), within which the Seller shall cause the objections to be removed, and the date of closing shall be extended for that purpose. If, at the end of the Curative Period the objections Page 3 of 10 have not been eliminated, the Buyer may, at its option to be exercised by written notice to the Seller within five (5) days following expiration of said Curative Period, refuse to accept title, or accept same in its then existing condition without any diminution in the purchase price. In the event of refusal by the Buyer to take title, this Agreement shall be ten-ninated and Buyer and Seller shall have no further obligations under this Agreement and the Deposit set forth herein shall be returned to Buyer. In the event that there are valid objections to the condition of the title, then the closing will be held within ten (10) days after either elimination of the objections or receipt of notice from Buyer that it will accept title despite the existence of valid objections. 8. ADJUSTMENTS. Buyer shall pay taxes and recording fees on notes, mortgages, and financing statements, if any. Buyer shall pay recording fees on the deed and Buyer's attorney's fees. Seller shall pay documentary stamps on the deed, recording fees for documents needed to cure title defects and Seller's attorney's fees. It shall be the obligation of Seller to discharge all liens against the Property at closing that may be released or satisfied by the payment of money alone and Seller may utilize the cash to close for this purpose. The parties shall prorate taxes, assessm . ents, and rents as of the date of closing. Within twenty (20) days from the Effective Date of this Agreement, Seller shall furnish to B uyer copies of all written leases and/or options encumbering the Property and estoppel letters from each tenant/option holder specif�ing the nature and duration of said tenant's/option holder's occupancy, rental rate, advance rents or security deposits paid by tenant(s)/option holder(s) and whether any defaults exist under said lease/option. Buyer shall pay for the title insurance commitment and title insurance. Seller shall pay to update title evidence or abstracting, as needed, 9. DEED. At the closing, the Seller shall convey good and marketable title to the Buyer by Warranty Deed, conveying the subject property free and clear of all liens and encumbrances, except as herein noted. At the closing, Seller shall also deliver the following documents: A. Affidavit from Seller stating that either there have been no improvements made to the Property during the ninety (90) days immediately preceding the closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full. B. Non -Foreign Certification Affidavit. Page 4 of 10 C. A resolution of the Members of Seller consistent with Seller's Articles of Organization and Operating Agreement authonizing the conveyance contemplated hereby and specifying the Member(s)/Manager(s) who are to make the conveyance contemplated hereby. D. Such additional documents, resolutions, ceirtificates and instruments as the closing agent may reasonably require to transfer and insure the title to the Property, 10. DEFAULT. A. In the event the sale is not closed due to any default or failure on the part of Seller, other than failure to make the title marketable after diligent effort, Buyer may either: (1) receive a refund of Buyer's deposit(s), or (2) seek specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. B. In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either: (1) retain all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Agreement, and in full settlement of any claims, upon which this Agreement will terminate, or (2) seek specific performance. If Seller retains the deposit, Seller will pay the Broker named in Paragraph I I fifty percent (50%) of all forfeited deposits retained by Seller up to the amount of the brokerage fee. 11 - REAL ESTATE BROKERS. Each party represents to the other party that no real estate broker or other person seeking compensation for arranging the sale of the Property has been employed, except as noted below: Selling Agent: Nate Caplan/Cenmark Realty Services, Inc. Address: 8360 West Oakland Park Blvd., Suite 316 Sunrise, FL 33351 Telephone: (954) 423-2100 Facsimile: (954) 749-2131 Commission: $150,000.00 to be paid by Seller Page 5 of 10 12. NOTICES: Notices and written communications hereunder shall be given by regular U.S. mail or overnight cornmercial. express delivery service to the other party as follows: To Buyer: Jeffrey Miller City Manager City of Tamarac 7525 NW 88" Ave Tamarac, FL 33321 (954) 724-1230 (phone) (954) 724-2454 (fax) With Copy to: W. Craig Eakin, Esq. 2900 E. Oakland Park Blvd. Fort Lauderdale, FL 33306 (954) 566-7417 (phone) (954) 565-2392 (fax) To Seller: SRDE Realty, LLC ATTN: Raphael Elkayam 8855 NW 35' Lane Miami, FL 33172 (786) 797-7707 (phone) (786) 999-0605 (fax) With Copy to: Steven Silven-nan, P.A. 9500 S, Dadeland Blvd. Suite 550 Miami, FL 33156 (305) 666-6111 (phone) (305) 670-8114 (fax) Either party may change its address for notices and written communications hereunder by giving written notice of such change to the other party. 13. OPERATION OF PROPERTY DURING CONTRACT PERIOD. Seller will continue to operate the Property and any business conducted on the Property in the manner operated prior to Seller's execution of this Agreement and will take no action that would adversely impact the Property, tenants, lenders or business, if any. Seller shall not, after the date Seller executes this Agreement, and during the term of this Agreement, enter into any new leases for any portion of the Property without Buyer's written consent thereto. Page 6 of 10 14. ESCROW AGENT. Escrow Agent agrees to hold, keep and deliver the Deposit set forth herein in accordance with the terrns and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. 15. RADON GAS DISCLOSURE. Radon gas is a naturally occurring radioactive gas that, when it has accumulated in a 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. 16. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, and successors of the Seller and the Buyer. 17. ASSIGNMENT. This Agreement is not assignable without the specific written consent of the Seller. 18. ENTIRE AGREEMENT. This Agreement, together with the other written agreements and instruments executed concurrently herewith or pursuant to the provisions hereof, contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements betweenthern respecting such matters. 19. HEADINGS. Paragraph headings are for the purposes of convenience and identification only and shall not be used to interpret or construe the Agreement. 20. GENDER AND NUMBER. Whenever the singular or plural number, or masculine or feminine gender, is used herein, it shall equally include the other. 21. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Should litigation arise out of this Agreement, the prevailing party will be entitled to be reimbursed by the other for its costs, including reasonable attorney's fees, incurred at all levels of litigation, Including appeals. Page 7 of 10 22. INTEGRATION AND MODIFICATIONS. This Agreement integrates all prior understandings of the parties, and may be modified only by a written document signed by both parties. 23. TIME. Time is of the essence of this Agreement. 24. RECORDATION. Neither this Agreement, nor any memorandum hereof shall be recorded in the Public Records of Broward County, Florida. 25. PROPERTY SOLD "AS IS, WHEREIS". The Property is being sold and conveyed to Buyer "As Is, Where is" and with all faults. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES TO FOLLOW] Page 8 of 10 SIGNATURE PAGE - SELLER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. SRDE REALTY, LCC By: + �`� } Name: phael Elkaya Title: anaging Membe Date: q- 7 " -l5 ,zoos. Page 9 of 10 SIGNATURE PAGE - BUYER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. Approved as to form: 4u-e-'61-S . Goren, City Attorney CITY OF TAMARAC By: PrirX ame: p, 5cfi� i.aa ' Title: Mayor Dated:_ 2005. Print N 41- Title: City Manager Dated: ! ,2005. Page 10 of 10 OR BK 34480 PG 330, Page 4 of 6 EXHIBIT "A" LFGAL DESCRIPTION A PARCEL OF LAND BEING A PORTION OF TRACT A, WESTPOINT SECTION 7 PLAT, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 162, PACE 23, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA_ SAID PARCEL BEIN(i MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE SOUT14EAST ONE -QUARTER (SW 1/4) OF SECTION 7, TOWNSHM 49 SOUTH, RANGE 41 EAST, AS SHOWN ON SAID PLAT� THENCE N.0 1'24'49"E. ALONG THE EAST LINE OF THE SAE) SOUTHEAST QUARTER OF SECTION 7, A DISTANCE OF 1,919.05 FEET; THENCE S-89*1 9'54"W., A DISTANCE OF 57.51 FEET TO THE NORTHEAST CORNER OF SAID TRACT A. SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE S,03'09'39"W,, ALONG THE EAST LINE OF SAID TRACT A, A DISTANCE OF 181.80 FEET, THENCE CONTINUE ALONG THE SAID EAST LINE S-01 '24-48"E., A DISTANCE OF 300,00 FEET� THENCE S-43035'13"W,, A DISTANCE OF 104.21 FEET THENCE S-89019'54'V., A DISTANCE OF 234-05 FEET TO A POW OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE NORTH� THENCE WESTERLY AND NORTHWESTERLY ALONG THE ARC OF SAID CURVE, TO TEE ]RIGHT, HAVING A CENTRAL ANGLE OF 15*17'13" AND A RADrUS OF 1170.oO FEET FOR AN ARC DISTANCE OF 312,16 FEET TO A POINT OF REVERSE CURVATURE OF A TANGENT CURVE CONCAVE TO THE SOUTH; THENCE NORTHWESTERLY AND WESTERLY ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE OF 9-41'01 " AND A RADIUS OF 1230.00 FEET FOR AN ARC DISTANCE OF 207.88 FEET TO A POINT ON A NON -TANGENT LIN�s, THENCE N-00'40'06'-W. A DISTANCE OF 477.00 FEET, TO A POINT ON THE NORTH LINE OF SAID TRACT A; THENCE N.89,19*54"E., ALONG SA 11) NORTH LTNE. A DISTANCE OF 827.69 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE WITHIN THE CITY OF TAMARAC, BROWARD COUNTY, FLOR IDA CONTAINING 10,00 ACRES (435,597 SQUARF, FEET). MORE OR LESS FTL:964505� I 111W% CRAIG EAKIN, P.A. RNEY AT LAW October 14, 2005 Ms. Diane Phiflips City Manager's Office, City of Tamarac 7525 NW 88 Avenue Tamarac, FL 33321 2900 FAST OAKLAND PA4 BOULEVARD FORT LAUDERDALE. FLORIDA 33306,, TELEPHONE (954) 566-74-17 FACSIMILE (954) rn t-J 01- Re: City of Tamarac's Purchase from SRDE Realty, LLC Dear Diane: Enclosed please find one (1) original counterpart of the Agreement For Purchase and Sale of Real Property regarding the City of Tamarac's proposed purchase from SRDE Realty, LLC of approximately 10.00 +/- acres of vacant land for the expansion of the Public Services Complex. This original counterpart of the Agreement is for the City Clerk's files. At this time I have nothing further to offer; however, should you have and questions or concerns please feel free to contact^ at the office. kri W. Craig Eakin WCE/tnt Enclosures Page I of I -rJ 40825 & 1BIt-L. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AGREEMENT made between SRDE REALTY, LLC, a Florida limited liability company, with a principal office located at 8855 NW 35thLane, Miami, Florida 33172, (hereinafter referred to as "Seller"), and the CITY OF TAMARAC, a municipal corporation of the State of Florida, with offices for the transaction of business at 7525 NW 88'h Avenue, Tamarac, Florida (hereinafter referred to as "Buyer"). 1. PURCHASE AND SALE. The Seller agrees to sell and the Buyer agrees to purchase the following parcel of real property, located in the City of Tamarac, County of Broward, State of Florida, and described as follows: See Exhibit "A" attached hereto 2. PURCHASE PRICE. The purchase price for the property described above shall be the sum of $6,860,652.00, said sum to be paid as follows: (A) DEPOSIT: Upon the execution of this Agreement by all parties, Buyer agrees to pay into escrow with W. Craig Eakin, P.A., (hereinafter referred to as "Escrow Agent"), the sum of ONE HUNDRED THOUSAND AND NO/I 00 DOLLARS ($100,000-00) as earnest money and partial payment for the Property (hereinafter referred to as the "Deposit"), and shall cause said Escrow Agent to furnish to Seller in writing an acknowledgment of receipt of said Deposit. The Deposit shall be held by Escrow Agent and utilized in accordance with the provisions of this Agreement. The Deposit, if this transaction closes, shall become a credit in favor of the Buyer against the purchase price at closing. If this transaction shall fall to close, the disposition of the Deposit shall be as provided herein, and the interest on the Deposit, if any, shall follow the Deposit and inure to the benefit of the party entitled thereto. Reference to the Deposit throughout this Agreement shall include any and all accrued interest thereon. (B) BALANCE TO CLOSE: Buyer shall pay to Seller the balance of the purchase price by certified funds, official City of Tamarac check or wire transfer at the time and place of Closing as hereinafter provided. 3. INSPECTION PERIOD. At the option of the Buyer, the obligation of Buyer to close this transaction is subject to the inspection rights stated in this section. Buyer shall have forty - Pagel of 10 five (45) days from the Effective Date of this Agreement (the "Inspection Period") within which to make Buyer's inspection and examination of all the Property. If, during the Inspection Period, Buyer delivers to Seller a written statement stating that Buyer, in Buyer's sole discretion, determines that the Property is not suitable for its intended use and Buyer wishes to terminate this Agreement, the Deposit set forth herein shall be returned to Buyer, at which time this Agreement shall be null and void and Buyer and Seller shall have no further obligations under this Agreement. During the Inspection Period, Buyer and Buyer's agents and other representatives shall have the right to enter upon the Property to inspect, examine, survey, photograph, obtain engineering inspections, environmental inspections, appraisals and otherwise do that which, in the opinion of Buyer, is necessary to determine the boundaries, acreage and condition of the Property and to deten-nine the suitability of the Property for the uses intended by Buyer in Buyer's sole and absolute discretion. After any entry on the Property, Buyer shall return the Property to the condition it was in prior to such entry or any tests made by the Buyer, including the re -compaction of any disrupted soil. All inspections or tests shall be at the sole expense of Buyer. Buyer shall timely pay for and, to the extent allowed by law, hold Seller harmless from liability for all tests, services, inspections, audits and examinations performed on Buyer's behalf under this Paragraph 3 so that the Property does not become subject to any liens, Buyer has no authority or right to create liens upon the Property. If such a lien occurs on account of Buyer's inspection activities, Buyer shall remove same by a statutory permitted bond or otherwise within five (5) days from Notice from Seller. Buyer will, at Buyer's expense, and within the Inspection Period, obtain a current certified survey of the Property from a. registered surveyor. If the survey reveals encroachments on the Property or that the improvements encroach on the land of another, such encroachments shall constitute a title defect to be cured by Seller within the Curative Period as set forth on Paragraph 7, below. 4. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date upon which the Buyer, through authorized City Officials, executes such. The parties agree that upon Seller's execution of this Agreement, Buyer shall cause the terms and conditions of this Agreement to be placed on an agenda before the City Commission for the City of Tamarac for their consideration thereof Upon consideration thereof, and in the event that the City Page 2 of 10 Commission for the City of Tamarac passes a Resolution authorizing the appropriate City Officials to execute the Agreement, said Agreement shall be executed by said authorized City Officials. Upon execution of this Agreement by the authorized City Officials for the City of Tamarac, this Agreement shall become binding upon all parties. It is expressly agreed between the parties that this Agreement is not a binding contract until such time as it has been executed by the authorized City Officials for the City of Tamarac. The parties agree that in the event this Agreement is not fully executed by all parties by October 14, 2005, this Agreement shall become null and void. 5. CLOSING. This Agreement shall be consummated and the purchase and sale concluded on or before five (5) days after the end of the Inspection Period set forth in paragraph 3, above. Closing shall be at the law office of W. Craig Eakin, P.A. located at 2900 E Oakland Park Blvd., Fort Lauderdale, Florida, 33306, attorney for the Buyer. 6. TITLE INSURANCE OR ABSTRACTS. Within twenty (20) days from the Effective Date of this Agreement, Seller shall furnish to Buyer a copy of any existing title insurance policy or abstract of title relating to the Property that is in Seller's possession or control. Within twenty (20) days following delivery of title evidence, the Buyer shall obtain, at' Buyer's expense, a title insurance commitment issued by a title insurance company authorized to conduct business in Florida, showing title to the property to be good and marketable and vested in the Seller, free and clear of all encumbrances except: A. real property and school taxes and assessments for the year of closing and thereafter; B. conditions and restrictions of record that are common to the subdivision or neighborhood; C. applicable zoning ordinances, if any; D. reservations for canal rights and road right-of-way of record: 7. OBJECTIONS TO TITLE. The Buyer shall have twenty (20) days following delivery of title evidence to make written objections to the state of title to the Property. If the Buyer has valid objections to the state of the title, the Seller shall have a period of time, not to exceed sixty (60) days from the date of receipt of the Buyer's written objections ("Curative Period"), within which the Seller shall cause the objections to be removed, and the date of closing shall be extended for that purpose. If, at the end of the Curative Period the objections Page 3 of 10 have not been eliminated, the Buyer may, at its option to be exercised by written notice to the Seller within five (5) days following expiration of said Curative Period, refuse to accept title, or accept same in its then existing condition without any diminution in the purchase price. In the event of refusal by the Buyer to take title, this Agreement shall be terminated and Buyer and Seller shall have no further obligations under this Agreement and the Deposit set forth herein shall be returned to Buyer. In the event that there are valid objections to the condition of the title, then the closing will be held within ten (10) days after either elimination of the objections or receipt of notice from Buyer that it will accept title despite the existence of valid objections. 8. ADJUSTMENTS. Buyer shall pay taxes and recording fees on notes, mortgages, and financing statements, if any. Buyer shall pay recording fees on the deed and Buyer's attorney's fees. Seller shall pay documentary stamps on the deed, recording fees for documents needed to cure title defects and Seller's attorney's fees. It shall be the obligation of Seller to discharge all liens against the Property at closing that may be released or satisfied by the payment of money alone and Seller may utilize the cash to close for this purpose. The parties shall prorate taxes, assessments, and rents as of the date of closing. Within twenty (20) days from the Effective Date of this Agreement, Seller shall furnish to B uyer copies of all written leases and/or options encumbering the Property and estoppel letters from each tenant/option holder specifying the nature and duration of said tenant's/option holder's occupancy, rental rate, advance rents or security deposits paid by tenant(s)/option holder(s) and whether any defaults exist under said lease/option. Buyer shall pay for the title insurance commitment and title insurance. Seller shall pay to update title evidence or abstracting, as needed. 9. DEED. At the closing, the Seller shall convey good and marketable title to the Buyer by Warranty Deed, conveying the subject property &ee and clear of all liens and encumbrances, except as herein noted. At the closing, Seller shall also deliver the following documents: A. Affidavit from Seller stating that either there have been no improvements made to the Property during the ninety (90) days irnmediately preceding the closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full. B. Non -Foreign Certification Affidavit. Page 4 of 10 C. A resolution of the Members of Seller consistent with Seller's Articles of Organization and Operating Agreement authorizing the conveyance contemplated hereby and specifying the Member(s)/Manager(s) who are to make the conveyance contemplated hereby. D. Such additional documents, resolutions, certificates and instruments as the closing agent may reasonably require to transfer and insure the title to the Property. 10. DEFAULT. A. In the event the sale is not closed due to any default or failure on the part of Seller, other than failure to make the title marketable after diligent effort, Buyer may either: (1) receive a refund of Buyer's deposit(s), or (2) seek specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee, B. In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either: (1) retain all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated darnages, consideration for the execution of this Agreement, and in full settlement of any claims, upon which this Agreement will terminate, or (2) seek specific performance, If Seller retains the deposit, Seller will pay the Broker named in Paragraph I I fifty percent (50%) of all forfeited deposits retained by Seller up to the amount of the brokerage fee. 11 . REAL ESTATE BROKERS. Each party represents to the other party that no real estate broker or other person seeking compensation for arranging the sale of the Property has been employed, except as noted below: Selling Agent: Nate Caplan/Cenmark Realty Services, Inc. Address: 8360 West Oakland Park Blvd., Suite 316 Sunrise, FL 33351 Telephone: (954) 423-2100 Facsimile: (954) 749-2131 Commission: $150,000.00 to be paid by Seller Page 5 of 10 12. NOTICES: Notices and written communications hereunder shall be given by regular U.S. mail or overnight commercial express delivery service to the other party as follows: To Buyer: Jeffrey Miller City Manager City of Tamarac 7525 NW 881h Ave Tamarac, FL 33321 (954) 724-1230 (phone) (954) 724-2454 (fax) With Copy to: W. Craig Eakin, Esq. 2900 E. Oakland Park Blvd. Fort Lauderdale, FL 33306 (954) 566-7417 (phone) (954) 565-2392 (fax) To Seller: SRDE Realty, LLC ATTN: Raphael Elkayam 8855 NW 3 51h Lane Miami, FL 33172 (786) 797-7707 (phone) (786) 999-0605 (fax) With Copy to: Steven Silverman, P.A. 9500 S. Dadeland Blvd. Suite 550 Miami, FL 33156 (305) 666-6111 (phone) (305) 670-8114 (fax) Either party may change its address for notices and written communications hereunder by giving written notice of such change to the other party, 13. OPERATION OF PROPERTY DURING CONTRACT PERIOD. Seller will continue to operate the Property and any business conducted on the Property in the manner operated prior to Seller's execution of this Agreement and will take no action that would adversely impact the Property, tenants, lenders or business, if any. Seller shall not, after the date Seller executes this Agreement, and during the term of this Agreement, enter into any new leases for any portion of the Property without Buyer's written consent thereto, Page 6 of 10 14. ESCROW AGENT. Escrow Agent agrees to hold, keep and deliver the Deposit set forth herein in accordance with the terrns and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. 15. RADON GAS DISCLOSURE. Radon gas is a naturally occurring radioactive gas that, when it has accumulated in a 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, 16. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, and successors of the Seller and the Buyer. 17. ASSIGNMENT. This Agreement is not assignable without the specific written consent of the Seller. 18. ENTIRE AGREEMENT. This Agreement, together with the other written agreements and instruments executed concurrently herewith or pursuant to the provisions hereof, contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements between them respecting such matters, 19. HEADINGS. Paragraph headings are for the purposes of convenience and identification only and shall not be used to interpret or construe the Agreement. 20. GENDER AND NUMBER. Whenever the singular or plural number, or masculine or feminine gender, is used herein, it shall equally include the other. 21. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, Should litigation arise out of this Agreement, the prevailing party will be entitled to be reimbursed by the other for its costs, including reasonable attorney's fees, incurred at all levels of litigation, including appeals. Page 7 of 10 22. INTEGRATION AND MODIFICATIONS. This Agreement integrates all prior understandings of the parties, and may be modified only by a written document signed by both parties. 23. TIME. Time is of the essence of this Agreement. 24. RECORDATION. Neither this Agreement, nor any memorandum hereof shall be recorded in the Public Records of Broward County, Florida. 25. PROPERTY SOLD "AS IS, WHEREIS". The Property is being sold and conveyed to Buyer "As Is, Where is" and with all faults. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) [SIGNATURE PAGES TO FOLLOW] Page 8 of 10 SIGNATURE PAGE - SELLER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. SRDE REALTY, LCC By: G Name. aphael Elkay Title: Managing Memb Date: I _ v I @'� 2005. Page 9 of 10 SIGNATURE PAGE - BUYER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. Approved as to form: zo--'L uel S. Goren, City Attorney CITY OF TAMARAC i By: Pri 4 ame: Q ,Sc ,�i,BE" Title: Mayor Dated: *�thkl-��_ 2005. r--/-- Print N L,y e f7 Title: City Manager Dated: 7 ,2005. Page 10 of 10 - k' . 0 , OR BK 34480 PG 330, Page 4 of 6 EXHIBIT "A" LEGAL DESCRIPTION A PARCEL OF LAND BEING A PORTION OF TRACT A, WESTPOINT SEMON 7 PLAT, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 162, PAGE 23, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA. SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE SOUTHEAST ONE-QUARTFR (SW 114) OF SECTION 7, TOWNSHIP 49 SOUTH, RANGE 41 EAST, AS SHOWN ON SAID PLAT, THENCE N.0 1'24'49"E. ALONG THE EAST LINE OF THE SAII) SOUTHEAST QUARTER OF SECTION 7, A DISTANCE OF 1,919.05 FEET, THENCE S.89'I 9'54"W., A DISTANCE OF 57-51 FEET TO THE NORTFMAST CORNER OF SAID TRAC-r A. SAID POINT ALSO BEING THE POINT OF BEGINNING: THENCE S.03'09'39"W., ALONG THE EAST LINE OF SAID TRACT A, A DISTANCE OF 18 1. 80 FEET; THENCE CONTINUE ALONG THE SAID EAST LINE S.01'24'48"E., A DISTANCE OF 300.00 FEET; T14-ENCE S.43'35'13"W., A DISTANCE OF 104.21 FEET; THENCE S.89*19'54'V,, A DISTANCE OF 234.05 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE NORM THENCE WESTERLY AND NORT14WFSTERLY ALONG THE ARC OF SAD) CURVE, TO THE RIGHT, HAVING A CENTRAL ANGLE OF 15'17'13" AND A RADIUS OF 1170.00 FEET FOR AN ARC DISTANCE OF 312-16 FEET TO A POINT OF REVERSE CURVATURE OF A TANGENT CURVE CONCAVE TO THE SOUTH; THENCE NORTHWESTERLY AND WESTERLY ALONG THE ARC OF SAID CURVE, TO THE LEFT, HAVING A CENTRAL ANGLE OF 9'41'01" AND A RADIUS OF 1230.00 FEET FOR AN ARC DISTANCE OF 207.88 FEET TO A POINT ON A NON -TANGENT LINE� THENCE N.00040'06"W, A DISTANCE OF 477.00 FEET,TO A POINT ON THE NORTH LINE OF SAID TRACT A; THENCE N.89'1 9'54"E-, ALONG SA ID NORTH LINE, A DISTANCE OF 827.69 FEET TO TI IE POINT OF BEGINNING - SAID LANDS SITUATE WITHIN THE CITY OF TAMARAC, BROWAR-D COUNTY, FLORIDA CONTAINING 10.00 ACRES (435,597 SQUARE FEET)� MORE OR LESS. M,:964505� I