HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-034 Sale of Vacant Land 7200 N University Dr•
Temp. Reso. # 13757
March 23, 2022
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2022- QSy'
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA, APPROVING AN AGREEMENT OF PURCHASE AND SALE OF REAL
PROPERTY TO SELL ±1.41-ACRES OF CITY -OWNED VACANT LAND
LOCATED AT 7200 N UNIVERSITY DRIVE FOR $1.05 MILLION TO RFP 21-03R
COMMISSION -SELECTED DEVELOPER VIDA GARDEN PLAZA, LLC
(FORMERLY GROUP B PROPERTIES FL, LLC) TO CONSTRUCT A ROOFTOP
RESTAURANTS AND RETAIL PROJECT AND AUTHORIZING THE CITY
MANAGER AND CITY ATTORNEY TO TAKE ALL NECESSARY ACTION TO
EFFECTUATE THE DISPOSITION; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac, a Florida municipal corporation, is the owner of
certain unimproved real property located in the City of Tamarac, Broward County, Florida,
and more particularly described on Exhibit "A" (the "Property") and made a part hereof;
• and
WHEREAS, the City, through RFP 21-03R, solicited proposals for the development
of the Property and Group B Properties FL LLC (now Vida Garden Plaza LLC), a Florida
Corporation, was unanimously selected by the City Commission (Resolution No. R-2021-
040) at the April 14, 2021 Commission Meeting as the RFP 21-03R Awardee; and
WHEREAS, Vida Garden Plaza LLC, desires to purchase the property for
$1,050,000 and the City desires to sell the Property for the development of an upscale
restaurant with rooftop terrace and retail plaza upon the terms and conditions set forth in
the Agreement of Purchase and Sale and a future Development Agreement; and
WHEREAS, the Agreement of Purchase and Sale is mutually beneficial to the
parties given that the new development will provide a desired economic development and
• revitalization impact in the "Medical Mile District" Redevelopment Area that the City has
100356756.1 2704-0501640;
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March 23, 2022
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targeted for mixed -use development for resident and worker amenities and that is also
consistent with the Economic Development Strategic Plan, and also enhancing the tax
base by returning the property to the commercial property tax rolls; and
WHEREAS, the selected developer, Vida Garden Plaza LLC, has agreed to a
Developer Proffer consisting of a five hundred thousand dollar ($500,000) contribution to
community charities, payable in equal one hundred thousand dollar ($100,000) annual
installments over a five year period, half of which will be designated for homeless charities
and half to mutually agreed upon local charities, to be further stipulated in a Developer
Proffer Agreement, and for approval at a future Commission meeting prior to closing; and
WHEREAS, in accordance with Section 6-156.2 of the City of Tamarac Code of
Ordinances, an appraisal was obtained for the proposed disposition of the City owned
Surplus Property; and •
WHEREAS, the sale price for the Property, consistent with the recent appraisal, is
a bid at one million fifty thousand and no/100 dollars ($1,050,000.00), and the Buyer
would purchase the Property for the agreed upon price subject to the terms and conditions
of the Agreement of Purchase and Sale and would develop the property per the terms of
a future Development Agreement; and
WHEREAS, staff recommend that the City Commission approve the Purchase and
Sale Agreement and authorize the City Manager and City Attorney to effectuate the
disposition;
WHEREAS, the City Commission deems it to be in the best interests of the City of
Tamarac to approve a Purchase and Sale Agreement with Vida Garden Plaza LLC, for a
•
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March 23, 2022
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• commercial development that meets the Medical Mile District Redevelopment Area and
Economic Development Strategic Plan goals for the community; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, THAT:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are made a specific part of this Resolution upon adoption
hereof.
SECTION 2: The City Commission hereby approves the Purchase and Sale
Agreement to Vida Garden Plaza LLC, a Florida corporation, and authorizes the City
Manager and City Attorney to effectuate the disposition.
SECTION 3: The City Commission hereby approves and authorizes the
is appropriate city officials to negotiate, for future Commission consideration and approval,
the Development Agreement, Developer Proffer Agreement, and any and all related
documents to facilitate the transaction between the City of Tamarac and Vida Garden
Plaza LLC, to sell and develop the Property, consisting of 1.41 acres of real property
located at 7200 North University Drive in the City of Tamarac, Florida.
SECTION 4: The Mayor, City Manager, and City Attorney are authorized to take
all actions consistent with this Resolution.
SECTION 5: All resolutions inconsistent or in conflict herewith shall be and are
hereby repealed insofar as there is conflict or inconsistency.
SECTION & If any section, sentence, clause, or phrase of this Resolution is held
to be invalid or unconstitutional by any court of competent jurisdiction, then such holding
• shall in no way affect the validity of the remaining portions of this resolution.
00356756.1 2704-0501640}
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March 23, 2022
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SECTION 7: This Resolution shall become effective upon its passage and •
adoption by the City Commission.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA, THIS _ `` DAY OF NOPC-'t , 2022.
CITY OF TAMARAC FLORIDA
MIC ELLE J. GOM , MAYOR
ATTEST:
N I F EP J SON
CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
DIST 1: COMM. BOLTON �>✓5.
DIST 2: V/M GELIN
DIST 3: COMM. VILLALOBOS
DIST 4: COMM. PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVE THIS RESOLUTION
FORM:
AS TO M:
•
100356756.1 2704-0501630
• AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into as
of the Effective Date (as hereinafter defined) by and between City of Tamarac, a Florida municipal
corporation ("Seller"), and Vida Garden Plaza, LLC, a Florida limited liability company ("Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of certain real property located at 7200 N University Drive, City
of Tamarac, located in Broward County (the "County") in the State of Florida (the "State"), as described
in greater detail in Exhibit A attached hereto (the "Realty"); and
WHEREAS, Seller seeks to sell the Property (as hereinafter defined) to Buyer, and Buyer seeks
to purchase the Property from Seller, all on and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees
to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to
the following (collectively, the "Property"):
(a) The Realty;
• (b) All strips and gores of land lying adjacent to the Realty, together with all
easements, privileges, riparian and other water rights, and all appurtenances pertaining to or accruing to
the benefit of the Realty and improvements thereon;
(c) All existing approvals, development rights, air rights, transferrable development
rights or the equivalent, agreements, permits, licenses, zoning and permit applications and approvals,
variances, applications, authorizations, plans, drawings, specifications, surveys, reports and any and all
other general intangible rights relating to the Property (collectively, the "Intangible Property"); and
Consideration.
(a) Purchase Price. The purchase price to be paid by Buyer to Seller for the Property
shall be One Million Fifty Thousand and No/100 Dollars ($1,050,000.00) (the "Purchase Price"), subject
to the prorations and adjustments as provided for in this Agreement.
(b) Developer's Proffer. In addition to the purchase price, as additional
consideration for Seller to convey the Property to Buyer, Buyer agrees to pay or for the benefit of the
community the sum of Five Hundred Thousand Dollars ($500,000) payable in equal annual installments
of $100,000, each beginning on the date that is thirty (30) days following the issuance of the final
certificate of occupancy for all improvements on the Property, and continuing on each annual anniversary
thereafter until the $500,000 payment is made in full (the "Contribution"). One-half of each annual
payment the Contribution ($50,000) shall be paid to homeless charities selected by Seller and one-half
($50,000) shall be paid to one or more community charities from the City of Tamarac's pre -approved list
of charities and/or other charities mutually selected by Seller and Buyer which will benefit the community
of Tamarac, not to be unreasonably withheld, delayed or conditioned. Prior to the Closing Date, Buyer
shall prepare an agreement acceptable to Seller, in Seller's sole, but reasonable, discretion, regarding the
• payment of the foregoing sums. This Section 2(b) shall survive closing.
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3. Deposit. Within two (2) business days after the Effective Date, Buyer shall deliver to •
Greenspoon Marder LLP, as escrow agent (in such capacity, "Escrow Agent"), the sum of Fifty -
Thousand and No/100 Dollars ($50,000) by wire transfer of immediately available good federal funds
(together with all interest earned thereon, if any, "Initial Deposit"). In the event this Agreement does not
terminate pursuant to Paragraph 5(a) below, then within two (2) business days after the "Inspection
Completion Date" (hereinafter defined), Buyer shall deliver to Escrow Agent the sum of Fifty -Thousand
and No/100 Dollars ($50,000) by wire transfer of immediately available good federal funds (together with
all interest earned thereon, if any, the ("Additional Deposit")). The Initial Deposit shall be hereinafter
referred to as the "Deposit" and, at such time as the Additional Deposit is paid, the Initial Deposit and
Additional Deposit shall collectively constitute the Deposit. The Deposit shall be deposited into a non -
interest bearing account by the Escrow Agent. Once Buyer obtains the Government Approvals, the
Deposit shall be non-refundable to Buyer except in the following events, upon the occurrence of which
the Deposit and all interest thereon shall be returned to Buyer: (i) the Closing fails to occur due to a
material default by Seller under this Agreement; (ii) the Closing fails to occur as a result of a failure of a
condition to Closing in favor of Buyer, but only if such failure occurs other than as a result of a material
default by Buyer under this Agreement; or (iii) the terms of this Agreement expressly provide for the
return of the Deposit to Buyer. On the Closing Date, the Deposit shall be applied to the Purchase Price.
4. Title and Survey.
(a) Buyer to Obtain. Prior to the Inspection Completion Date, Buyer may obtain: (i)
a title insurance commitment for the Property ("Commitment") from its counsel, Greenspoon Marder,
LLP, as agent for a national title insurance underwriter ("Title Company"), whereby the Title Company
agrees to issue at Closing an ALTA owner's policy of title insurance ("Title Policy") covering the
Property in an amount equal to the Purchase Price, subject only to the Acceptable Exceptions (as
hereinafter defined); (ii) an up-to-date survey of the Property prepared by a Registered Public Surveyor or •
a Registered Professional Engineer duly and currently licensed by the State ("Buyer's Survey"); and/or
(iii) searches for any municipal violations, open permits, expired but unclosed permits, tax liens or other
municipal liens or outstanding municipal fees affecting the Property (the "Municipal Searches").
(b) Title Review. On or before 6:00 p.m. Eastern time on the date which is twenty
(20) days after the Effective Date ("Title Review Date"), Buyer shall advise Seller in writing ("Title
Objection Notice") of its objection to any of the following (collectively, "Title Defects"): (i) any matter
set forth on the Buyer's Survey that materially and adversely affects the marketability of title to the
Property, (ii) any matter set forth on the Commitment that materially and adversely affects the
marketability of title to the Property and that is not an Acceptable Exception, and/or (iii) any matter set
forth in the Municipal Searches that materially and adversely affects the marketability of title to the
Property. For the foregoing purposes, "marketability of title" shall be as determined by the standards
adopted by the Bar Association of the State or such other organization in the State which is customarily
referred to for the purpose of establishing title standards in commercial contracts. Notwithstanding the
foregoing standard, any notice of violation issued by a governmental entity or department or open permit
with respect to the Property or any portion thereof shall be considered a Title Defect. In the event Buyer
fails to provide Seiler with the Title Objection Notice on or before the Title Review Date, then Buyer
shall be conclusively deemed to have waived any and all right to object to the state or condition of title to
the Property and all matters reflected in the Commitment, the Buyer's Survey and the Municipal Searches
shall be considered Acceptable Exceptions. Provided that Buyer timely delivers the Title Objection
Notice, then Seller shall, within ten (10) days following Seller's receipt of the Title Objection Notice,
notify Buyer in writing (the "Cure Notice") as to whether or not Seller elects to cure the Title Defects on
or before the date that is thirty (30) days after the Inspection Completion Date (the "Title Cure Period").
In the event that Seller fails to timely deliver a Cure Notice, Seller shall be deemed to have elected not to
cure any of the Title Defects. If (1) Seller elects (or is deemed to have elected) not to cure all of the Title
Defects, or (2) Seller elects to cure the Title Defects, but fails to cure all of the Title Defects on or before •
the expiration of the Title Cure Period, then, within five (5) days after Buyer's receipt of the Cure Notice
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• (or the expiration of the passing of the time period for delivery of same) or the expiration of the Title Cure
Period, as applicable, Buyer shall deliver written notice to Seller electing, at Buyer's sole discretion, to
either: (i) accept title to the Property subject to the Title Defects without any adjustment to the Purchase
Price in which event the remaining Title Defects shall be deemed Acceptable Exceptions (provided,
however, that Buyer shall not have waived the requirement that Seller satisfy the Mandatory Obligations
and/or its right to object to New Title Matters), or (ii) terminate this Agreement by written notice thereof
to Seller, whereupon this Agreement shall be terminated, the Deposit shall be returned to Buyer and both
parties hereto shall thereafter be released from all further obligations each to the other hereunder except
Buyer shall not be released from those obligations of Buyer which survive the termination of this
Agreement. In the event Buyer fails to notify Seller of its election of either clause (i) or (ii) of the
preceding sentence within the appropriate time period set forth above, then Buyer shall be conclusively
deemed to have elected to accept title to the Property subject to the Title Defects in accordance with
clause (i) of the preceding sentence.
(c) Acceptable Exceptions. Buyer shall not have the right to object to any of the
following matters, and the same shall be deemed "Acceptable Exceptions" hereunder: (i) ad valorem
real property taxes for the year of Closing, which are not yet due and payable, and for subsequent years;
(ii) the rights of tenants under the Lease Agreements; and (iii) all matters which Buyer has expressly
approved or which Buyer is deemed to have approved pursuant to Para"ph 4(b) above.
(d) New Title Matters: Mandatory Obligations. Notwithstanding anything to the
contrary herein: (i) Buyer may raise additional objections to any Title Defects first shown by any update,
endorsement and/or recertification of the Commitment, Buyer's Survey or the Municipal Searches,
provided that such matters were not created by, through or under Buyer (the "New Title Matters"); and
(ii) prior to or at Closing, Seller shall be required to remove and/or satisfy by payment, bonding or
• otherwise, any lien, mortgage or judgment for a liquidated amount encumbering the Property (the
"Mandatory Obligations').
Inspections.
(a) Inspection Completion Date. Buyer shall have until 6:00 p.m. Eastern time on
the date which is sixty (60) days after the Effective Date (the "Inspection Completion Date") to
complete its required due diligence and fully review and evaluate the transactions contemplated hereby.
On or before the Inspection Completion Date, Buyer shall deliver written notice to Seller and Escrow
Agent (the "Election Notice") electing, in Buyers sole and absolute discretion and for any reason or no
reason whatsoever, to either: (i) terminate this Agreement, in which event the Deposit shall be returned to
Buyer, and each of the parties hereto shall thereafter be released from all further obligations each to the
other hereunder, except Buyer shall not be released from those obligations of Buyer which survive the
termination of this Agreement; or (ii) waive its right to terminate the Agreement pursuant to this
Paragraph 5(a) and proceed to the Governmental Approval Period in Section 5(e) below. In the event
Buyer does not timely deliver an Election Notice as set forth above, Buyer shall be deemed to have
waived its right to terminate this Agreement in accordance with clause (i) of the preceding sentence.
(b) Access and Conditions. Buyer, its agents, employees and representatives shall
have access to the Property at all times between the Effective Date and the Inspection Completion Date
(and if Buyer proceeds with this transaction, then between the Inspection Completion Date and Closing)
with full right to: (i) inspect the Property and (ii) to conduct reasonable tests on and to the Property
including, but not limited to, structural, electrical, plumbing, HVAC, environmental, soil borings and
hazardous waste studies, and to make such other Inspections (as hereinafter defined) with respect to the
Property as Buyer, its counsel, licensed engineers, surveyors or other representative may deem necessary.
Any and all tests, examinations or inspections of the Property performed by or on behalf of Buyer
(collectively, "Inspections") and all costs and expenses in connection with the same shall be at the sole
• cost and expense of Buyer. All Inspections shall be subject to (i) Buyer providing Seller with reasonable
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prior notice of all Inspections to be performed, (ii) being performed during the regular business hours of •
Seller on regular business days of Seller, and (iii) being performed in a manner not to unreasonably
interfere with either the Seller's ownership or operation of the Property.
(c) Insurance. Buyer shall require all contractors entering the property to have the
following insurance as required below and to require a certificate of insurance naming the City of
Tamarac as an additional insured.
General Liability Insurance $1,000,000 combined single limits
Workers' Compensation as per Florida statutes, with a subrogation
waiver in favor of the City of Tamarac
(d) Indemnification. Buyer shall remove or bond any lien of any type, which
attaches to the Property by virtue of any of Buyers Inspections. Buyer shall restore any damage to the
Property caused by any Inspection. Buyer hereby indemnifies and holds Seller harmless from and against
all claims, liabilities, causes of action, losses, costs and expenses including, but not limited to, reasonable
attorneys' fees and court costs through all trial and appellate proceedings caused by, arising from or in
connection with the Inspections. The provisions of this Paragraph shall survive the Closing or earlier
termination of this Agreement.
(e) Delivery of Due Diligence Documents. Within five (5) business days after the
Effective Date, Seller shall provide to Buyer the due diligence documents (the "Due Diligence
Documents"), if any, set forth on Exhibit B attached hereto and made a part hereof, to the extent such
documents exist to Seller's knowledge and are in Seller's possession.
(f) Governmental Approval Period. •
(i) Initial Governmental Approval Period. This Agreement is expressly
contingent on Buyer obtaining during a period of one hundred eighty (180) days from the end of the
Inspection Period (hereinafter referred to as the "Governmental Approval Period"), at its sole cost and
expense, final approval by Seller municipality and/or the County, as applicable, pursuant to a Site Plan to
allow for construction of a restaurant and retail plaza on the Property containing two (2) restaurant spaces
of approximately 4,000 square feet each on two (2) levels, a rooftop terrace, and upscale retail on the first
floor not to exceed 10,000 square feet (the "Proposed Use"), with reasonable requirements, and whereby
all appeal periods with respect to such Governmental Approvals have expired, a development agreement
("Development Agreement") entered into by Buyer and Seller reasonably acceptable to the parties and
one or more of the following as applicable and as is needed for use of the Property for the Proposed Use:
(i) a special exception; (ii) variance (iii) replat or plat note amendment, or (iv) approval of the site plan for
the Property (or any combination of the Development Agreement and items (i) through (iv) as required by
governmental authorities) (collectively, the "Governmental Approvals"). Any approvals other than the
aforementioned Governmental Approvals shall be subject to Seller's approval, not to be unreasonably
withheld, delayed or conditioned. Buyer represents and warrants that it will submit all applications
necessary to obtain the Governmental Approvals on or prior to thirty (30) days after the Inspection
Completion Date and will diligently pursue such Governmental Approvals thereafter by timely and
promptly responding to all requests regarding the governmental approval process. Seller agrees to
cooperate in any such attempt and to execute without delay any and all required documentation necessary
to make application for the Governmental Approval. In the event that Buyer is unable to obtain the
Governmental Approvals by or prior to the expiration of the Governmental Approval Period (as may be
extended), Buyer may terminate this Agreement pursuant to this Section 5(e), the Deposit shall be
refunded to Buyer in full, with interest (if any), and this Agreement shall be null and void and of no
further force or effect except with respect to those matters which expressly survive termination. The date
upon which all appeal periods related to Governmental Approvals received by Buyer have expired is
hereinafter referred to as the "Approval Date". If the Governmental Approvals are timely obtained by •
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• Buyer (including the expiration of all applicable appeal periods), then Buyer shall proceed to Closing
pursuant to Section 10 below.
(ii) Extension of Governmental Approval Period. In the event that Buyer is
not able to obtain the Governmental Approvals by the expiration of the Governmental Approval Period,
then subject to extensions attributable to Force Majeure Events as set forth below, Buyer may elect to
extend the Governmental Approval Period by up to ninety (90) days ("First Governmental Approval
Extension" by written notice to Seller delivered fifteen (15) days prior the end of the initial
Governmental Approval Period ("Extension Notice"); provided that Buyer continues to seek, in good
faith, the Governmental Approvals. Buyer may request additional ninety (90) day extensions after the
First Governmental Approval Extension (each an "Additional Governmental Approval Extension") by
written notice to Seller delivered ten (10) days prior to the last date of the extended Governmental
Approval Period, which Seller may accept or deny, in its sole discretion, by written notice to Buyer on or
before the last date of the extended Governmental Approval Period. Notwithstanding the foregoing, if
(A) Buyer is unable to obtain the Governmental Approvals during the Governmental Approval Period as
extended by the First Governmental Approval Extension, and any Additional Governmental Approval
Extension or (B) Seller denies Buyer's request for an Additional Governmental Approval Extension, then
either party may terminate this Agreement and the Deposit shall be refunded in full to Buyer pursuant to
Section 5(f)(i) above. Beginning with the first Additional Governmental Approval Extension, and for
each subsequent Additional Governmental Approval Extension, Buyer shall deliver to Escrow Agent,
within two (2) business days of Seller's written notice accepting such Additional Governmental Approval
Extension, the sum of Fifty Thousand and No/100 Dollars ($50,000) by wire transfer of immediately
available good federal funds, which sum shall be deemed part of the Deposit. Notwithstanding anything
in this Section 5(f) to the contrary, to the extent that the Governmental Approvals are delayed due to force
majeure events ("Force Majeure Events") including, but not limited to, hurricanes, floods, war,
• insurrection, acts of terrorism, government restrictions due to COVID or unreasonable delays by
governmental authorities in the issuance of any Governmental Approvals, then the Governmental
Approval Period (as may have been otherwise extended) shall be reasonably extended in accordance with
the delay caused by such Force Majeure Events.
(g) Draft Seller Closing Documents. On or before the date that is fifteen (15) days
after the Approval Date, Seller shall deliver to Buyer drafts of the "Seller Closing Documents"
(hereinafter defined).
6. Representations and Covenants.
(a) Seller's Representations. Seller represents and warrants to Buyer that the
following are true and correct as of the Effective Date and shall be true and correct as of the date of
Closing:
(i) Seller is duly formed, validly existing and in good standing under the
laws of its state of formation and has all requisite right, power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby;
(ii) The execution, delivery and performance of this Agreement by Seller has
been duly authorized and no consent of any other person or entity to such execution, delivery and
performance is required to render this Agreement a valid and binding instrument enforceable against
Seller in accordance with its terms and conditions;
(iii) The entering into this Agreement and the sale of the Property by Seller to
Buyer shall not constitute a violation or breach by Seller of (A) any contract, agreement, understanding or
• instrument to which Seller is a party or by which Seller or the Property is subject or bound, (B) any
127722337.8
judgment, order, writ, injunction or decree issued against or imposed upon Seller or the Property, or (C) •
any applicable law, order, rule or regulation of any governmental or quasi -governmental authority;
(iv) Seller is not a "foreign person" or "disregarded entity" within the
meaning of the Internal Revenue Code, and at Closing, Seller shall deliver to Buyer an affidavit to such
effect. Seller acknowledges and agrees that Buyer shall be entitled to fully comply with Internal Revenue
Code Section 1445 and all related sections and regulations, as same may be amended from time to time,
and Seller shall act in accordance with all reasonable requirements of Buyer in order to effect such full
compliance by Buyer;
(v) As of the Effective Date, there are no lease, license or other possessory
agreements affecting the Property (individually, a "Lease Agreement" and collectively, "Lease
Agreements"),
(vi) There are no management, service, supply, security, maintenance or
other similar contracts, agreements or leases, oral or written (individually, a "Service Contract" and
collectively, "Service Contracts") that affect the Property and which will survive Closing;
(vii) To Seller's knowledge, there are no (1) existing or pending improvement
liens affecting the Property; (2) existing, pending or threatened lawsuits or appeals of prior lawsuits
affecting the Property; (3) existing, pending or threatened condemnation proceedings affecting the
Property; (4) existing, pending or threatened zoning, building or other moratoria, downzoning petitions,
proceedings, restrictive allocations or similar matters that could materially affect Buyer's use of the
Property;
(viii) To Seller's actual knowledge, nothing has been done nor allowed which
could cause toxic or Hazardous Materials or waste to be present in, on or about the Property, and Seller •
has no knowledge of any such materials or waste being or ever having been in, on, or about the Property
(As used herein, the term "Hazardous Materials" means (i) those substances included within the
definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et
seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous
Materials Transportation Act, 49 U.S. C. § 1801 et seq., or the Clean Water Act, 33 U.S.C. § 1321 et seq.,
as amended, and in the regulations promulgated pursuant thereto; (ii) those substances listed in the United
States Department of Transportation Table (49 CFR §172.101) or by the Environmental Protection
Agency as "hazardous substances", "hazardous materials", "toxic substances" or "solid waste", (iii) such
other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under
applicable local, state or federal laws, ordinances or regulations; and any material, waste or substance
which is petroleum, asbestos, polychlorinated, biphenyls, flammable explosives or radioactive materials);
(ix) Except as may be required by the Governmental Approvals, no
commitments or agreements have been made to any governmental authority, utility company, school
board, church or other religious body, any homeowners or homeowners' association, or any other
organization, group or individual, relating to the Property which would impose an obligation upon Buyer
to make any contributions or dedications of money or land to construct, install or maintain any
improvements of a public or private nature on or off the Property, or otherwise impose liability on Buyer
other than normal monthly bills for utility services to the Property;
(x) The Property is currently zoned NC -Neighborhood Commercial and its
land use designation is Commercial. To Seller's knowledge, the current zoning and land use designation
for the Property permit Buyer to develop the Property in conformance with the Proposed Use (such that
the Proposed Use is as of right with respect to zoning and land use plan), and no other approvals are
necessary in connection with such use, except for variances, special exceptions, replats or site plan •
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• approval (or any combination thereof) as such may become necessary to obtain the Government
Approvals.
(b) Buyer Representations. Buyer represents and warrants to Seiler that the
following are true and convect as of the Effective Date and shall be true and correct as of the date of
Closing:
(i) Buyer is duly formed, validly existing and in good standing under the laws of
its state of formation and has all requisite right, power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.
(ii) The execution, delivery and performance of this Agreement by Buyer
has been duly authorized and no consent of any other person or entity to such execution, delivery and
performance is required to render this Agreement a valid and binding instrument enforceable against
Seller in accordance with its terms and conditions.
(iii) The entering into this Agreement and the purchase of the Property shall
not constitute a violation or breach by Buyer of (A) any contract, agreement, understanding or instrument
to which Buyer is a party, subject to, or bound, (B) any judgment, order, writ, injunction or decree issued
against or imposed upon Buyer, or (C) any applicable law, order, rule or regulation of any governmental
or quasi -governmental authority.
(c) Covenants. Seller covenants that from and after the Effective Date:
(i) Seller shall continue to manage and operate the Property in accordance
• with its current practices and prevent material waste thereon;
(ii) Seller shall not enter into any new Lease Agreement or renew any existing
Lease Agreement without Buyer's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed;
(iii) Seller shall not enter into any new Service Contract or renew any existing
Service Contract without Buyer's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed, and, if requested by Buyer prior to Closing, Seller shall, at Seller's sole cost and
expense, terminate any or all Service Contracts effective as of Closing;
(iv) Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer
or dispose of all or any part of the Property or incur any liabilities other than in the ordinary course of
operating and managing the Property; and
(v) Seller shall not make or permit any contract or agreement or impose or
allow to be imposed any new lien, encumbrance or other matter affecting title to the Property or grant or
allow to be granted any right in, on or to the Property without the prior written consent of Buyer, which
consent may be withheld by Buyer in its sole discretion.
Default.
(a) Buyer's Default. In the event of a default by Buyer under this Agreement not
cured by Buyer within thirty (30) days after written notice thereof by Seller, Escrow Agent shall deliver to
Seller the Deposit as agreed -upon liquidated damages for such breach, as the sole and exclusive remedy
for default by Buyer and, upon payment of the same, this Agreement shall terminate, and both parties
hereto shall thereafter be released from all further obligations each to the other hereunder except Buyer
• shall not be released from those obligations of Buyer which survive the termination of this Agreement.
7
127722337.8
In addition, notwithstanding any language to the contrary contained in this Agreement, Buyer hereby •
further acknowledges and agrees that in addition to the remedy set forth in this Paragraph 7(a) above, and
not in lieu thereof, Seller shall have the right to take any and all action against Buyer in order to enforce
those obligations of Buyer that survive the termination of this Agreement.
(b) Seller's Default. In the event of a default by Seller under this Agreement not
cured by Seller within thirty (30) days after written notice thereof by Buyer, Buyer as its sole remedy, at
its option, may elect to either (i) terminate this Agreement, whereupon, Escrow Agent shall return to
Buyer the Deposit and upon receipt of the same, this Agreement shall be terminated, and both parties
hereto shall thereafter be released from all further obligations each to the other hereunder except Buyer
shall not be released from those obligations of Buyer which survive the termination of this Agreement or
(ii) seek specific performance (but not damages of any kind, type or nature whatsoever) of Seller's
obligations hereunder, provided that any action for specific performance shall not be construed to require
Seller to (A) cure any Title Defects other than the Mandatory Obligations or (B) enter into the
Development Agreement or approve any other Government Approvals under Seller's control or
discretion.
(c) Failure to Timely Close. Notwithstanding any language to the contrary contained
in this Paragraph 7, neither Seller nor Buyer shall have the right to cure its failure to close on the
scheduled date of Closing.
Closing Adjustments.
(a) Prorations. All general assessments and special assessments (if any) shall be
prorated between Buyer and Seller as of 11:59 p.m. on the day immediately preceding the date of Closing
(such that the day of Closing belongs to Buyer for all purposes.
Notwithstanding any language to the contrary contained in this Paragraph 8, there shall be no •
proration of any insurance maintained by Seller as of the date of Closing, it being acknowledged and
agreed by the parties that Seller shall terminate any such insurance policies as of Closing and Seller shall
be entitled to any reimbursement on such insurance premiums previously paid. Any proration or
adjustment which must be estimated at Closing shall be reprorated and adjusted as soon as practicable
after Closing; provided, however, all reprorations and adjustments must be requested no later than ninety
(90) days after the date of Closing or the right to said reprorations and adjustments shall be deemed
waived and adjustments timely requested shall be paid within thirty (30) days of receipt of the request.
Notwithstanding the foregoing, any deficiencies in the payment of sales tax by Seller due to any
governmental authority through the date of Closing with respect to the Lease Agreements shall be the
continuing obligation of Seller regardless of when any such deficiency is determined. The provisions of
this Paragraph shall survive Closing.
(b) Utilities. All water, sewer, electric, telephone and all other utility charges shall be
determined as of the Closing Date (by reading the meters, terminating the account or as otherwise may be
customary) and Seller shall be responsible for the final bills therefor rendered to Seller (but there shall be no
amount escrowed at Closing for any final water bills).
9. Closing Costs. The parties shall bear the following costs and expenses incurred in
connection with this Agreement:
(a) Buyer's Costs. Buyer shall be responsible for the cost of (i) the premium for the
Title Policy to be issued pursuant to the Commitment, along with the premiums for any required
endorsements, (ii) the premium for a mortgagee's title insurance policy to be issued to Buyer's mortgagee
by the Title Company, if applicable, (iii) the cost of the Commitment; (iv) Buyer's Inspections, (v) the
cost of recording the Deed (vi) documentary stamps taxes, surtaxes or equivalent transfer taxes due in •
n
127722337.8
• connection with the conveyance of the Property to Buyer (together, "Transfer Taxes"), provided that the
total of such Transfer Taxes shall be credited against the earliest payments of Buyer's Contribution (this
Section 9.(a)(vi) to survive Closing with respect to the credit against the Contribution), and (vii) Buyer's
Survey.
(b) Seller's Costs. Seller shall be responsible for the cost of preparing and recording
any and all corrective instruments in order to convey the Property to Buyer in accordance with this
Agreement.
10. Closine.
(a) Closing Date. The consummation of the transactions contemplated by this
Agreement (the "Closing") shall be conducted by way of Mail (as hereinafter defined) or by such other
method or at such location as may be mutually agreed to by the parties in writing on the date ("Closing
Date") which is thirty (30) days after the Approval Date, or as otherwise agreed by the parties.
Notwithstanding any other provision herein, unless waived in writing by Buyer, the Closing must occur
on a Tuesday, Wednesday, or Thursday which is a business day (a "Permitted Closing Day"), and if the
scheduled Closing Date would otherwise occur on a day that is not a Permitted Closing Day, then the
Closing shall be extended automatically to the next day that is a Permitted Closing Day. For the purposes
of this Paragraph only, the term "Mail" shall mean overnight mail delivery marked for next day morning
delivery by national overnight courier service where all closing documents and funds are provided to
Escrow Agent for disbursement.
(b) Seller's Deliveries. Prior to or at Closing, Seller shall prepare, execute and/or
deliver to Buyer and Escrow Agent the following documents with respect to the Property, all of which,
• where applicable, shall be in form and substance reasonably acceptable to Buyer and the Title Company:
(i) a special warranty deed (the "Deed") subject only to the Acceptable Exceptions, (ii) a title and
FIRPTA affidavit (the "Title Affidavit") (it being acknowledged and agreed that Buyer shall be entitled
to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as
same may be amended from time to time, and Seller shall act in accordance with all reasonable
requirements of Buyer in order to effect such full compliance by Buyer), (iii) an assignment and
assumption agreement assigning to the Buyer all of the Intangible Property (the "General Assignment"),
(collectively with the Deed, the Title Affidavit, and the General Assignment, the "Seller Closing
Documents") and (iv) such other documents and instruments reasonably required by Buyer, Buyer's
attorney, Buyer's lender (if applicable) or the Title Company.
(c) Buyer's Deliveries_ At Closing, Buyer shall (i) pay the Purchase Price
(subject to prorations and adjustments including, but not limited to, a credit for the Deposit) by wire
transfer, (ii) provide evidence of Buyer's authority to enter into and consummate the transactions as
contemplated by this Agreement, (iii) provide such other documents and instruments reasonably required
by Seller, Seller's attorney or the Title Company. The proceeds of sale payable to Seller shall be wire
transferred to Seller (and the Federal confirmation number corresponding thereto provided to Seller) on or
before 5:00 p.m. Eastern time on the Closing Date.
(d) Deposit. At Closing, Escrow Agent shall deliver the Deposit to Seller.
(e) Closing Statement. Seller and Buyer shall each execute counterpart closing
statements in customary form together with such other documents as are reasonably necessary to
consummate the Closing.
11. Brokers. Each party hereto represents to the other that it has not dealt with any broker or
finder in connection with this transaction with the exception of Collier's International ("Seller's
• Broker"). Buyer shall be solely responsible for the payment of the commission due to Seller's Broker
9
127722337.8
equal to, and not to exceed, four percent (4%) of the Purchase Price (the "Commission') to be paid at •
Closing. Buyer shall indemnify, defend and hold harmless Seller and Seller's affiliates, officers,
directors, agents and representatives from and against all liabilities, damages, claims, costs, fees and
expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels)
arising in connection with any claim by any broker, salesman or finder claiming by or under Buyer, or
failure to pay the Commission. The provisions of this Paragraph 11 shall survive Closing and any earlier
termination of this Agreement.
12. Assignability. Neither party may assign this Agreement, voluntarily or involuntarily,
whether by merger, consolidation, dissolution, operation of law, or any other manner, without the prior
written consent of the other party, which shall not be unreasonably withheld. Any purported assignment
of this Agreement in violation of this Paragraph 12 is void.
13. Notices. Any notices required or permitted to be given under this Agreement shall be in
writing and shall be deemed given if delivered by hand, sent by national recognized overnight courier or
transmitted via email addressed as follows
If to Buyer: Vida Garden Plaza, LLC
Attn: Michel Bittan
1171 NE 90th Street
Miami, FL 33138
Email: michelsbittan@gmail.com
With a copy to: Greenspoon Marder LLP
200 East Broward Blvd., Suite 1700
Fort Lauderdale, FL 33301 •
Attn: Mark J. Lynn, Esq. and Joseph Gelder, Esq.
Phone: (954) 491-1120
Email: mark.lynn(d�gmlaw.com
jo§Mh.geller@gmlaw.com
If to Seller: City of Tamarac
ATTN: Kathleen Gunn, City Manager
7525 NW 88 Avenue
Tamarac, FL 33321
Email: Kathleen.Gunn(cr�,Tamarac.org
Phone: (954) 597-3510
With a copy to: Fox Rothschild, LLP
ATTN: John Herin, Esq. and Donald Dufresne, Esq.
West Tower, 777 S. Flagler Dr.
West Palm Beach, FL 33401
Email: jherinC@fbxrothschiId.com
ddufresneAfoxrothschild.com
Phone (561) 835-9600
If to Escrow Agent: Greenspoon Marder LLP
200 East Broward Blvd., Suite 1700
Fort Lauderdale, FL 33301
Attn: Mark J. Lynn, Esq.
Phone: (954) 491-1120
Email: mark. lynn@emlaw.com
10 •
127722337.8
•
And with a copy to: Colliers International
ATTN: Bastian Laggerbauer
901 Northpoint Parkway, Suite 109
West Palm Beach, FL 33407
Email: Bastian.Lagggrbaue colliers.com
Phone (561) 281-6656
Notices personally delivered or sent by overnight courier shall be deemed given on the date of
receipt and notices sent by email shall be deemed sent upon transmission if sent to the recipient
party`s email address shown above and the email message is not returned to the sender as being
undeliverable. For the purposes of this Agreement, the attorney for any of the parties to this Agreement
shall be permitted to deliver any and all notices under this Agreement on behalf of his or her client, and
any notice so delivered by said attorney shall be deemed as delivered by his or her client.
14. Risk of Loss. If, prior to Closing, the Property, or any part thereof, shall (i) be
condemned or transferred in lieu of condemnation, (ii) become the subject of pending or threatened
condemnation proceedings, and:
(a) Major Loss. If such event (i) would result (in Buyer's reasonable opinion) in the
loss of more than ten percent (10%) of the gross land square footage of the Realty (a "Major Loss"), then
Buyer shall have the option either to (x) terminate this Agreement by giving written notice to Seller
within ten (10) days after there has been a determination agreed to by Seller and Buyer as to the
restoration cost or (y) consummate the transaction contemplated by this Agreement notwithstanding such
• condemnation. If Buyer elects to terminate this Agreement, the Deposit shall be returned to Buyer and
both parties hereto shall thereafter be released from all further obligations each to the other hereunder
except Buyer shall not be released from those obligations of Buyer which survive the termination of this
Agreement. If Buyer elects to consummate the transaction contemplated by this Agreement, then Buyer
shall be entitled to (and Seller shall assign to Buyer all of Seller's interest in, of and to condemnation
payments, awards and settlements. In the event Buyer fails to notify Seller of its election of either
Paragraph 14(a)(x) or Paragraph 14(a)(y) within the appropriate time period set forth above, then Buyer
shall be conclusively deemed to have elected Paragraph 14(a)(y).
(b) Minor Loss. If such event is not a Major Loss, Buyer shall be required to
consummate the transaction contemplated by this Agreement, but shall be entitled to receive the
condemnation proceeds and receive the proceeds of insurance applicable thereto, and Seller shall execute
and deliver to Buyer all required assignments of claims and other similar items.
15. AS IS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND IN THE CLOSING
DOCUMENTS, IT IS UNDERSTOOD AND AGREED THAT THE SELLER DISCLAIMS ALL
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR
IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, TAX CONSEQUENCES,
PHYSICAL OR ENVIRONMENTAL CONDITIONS, VALUE, OPERATING HISTORY, OR ANY
OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. BUYER
AGREES THAT WITH RESPECT TO THE PROPERTY AND EXCEPT AS SPECIFICALLY SET
FORTH HEREIN, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR
SELLER'S AGENTS OR EMPLOYEES, BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE
BUYER OF REAL ESTATE AND THAT BUYER IS RELYING SOLELY ON ITS OWN
• EXPERIENCE AND ITS OWN CONSULTANTS, AND BUYER, AS OF THE INSPECTION
COMPLETION DATE, SHALL HAVE CONDUCTED SUCH INVESTIGATIONS AND
11
127722337.$
INSPECTIONS OF THE PROPERTIES, INCLUDING, BUT NOT LIMITED TO, PHYSICAL AND •
ENVIRONMENTAL CONDITIONS, AND SHALL RELY UPON SAME, AND UPON CLOSING,
SHALL ASSUME THE RISK OF ALL ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED
TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS WHICH MAY NOT HAVE
BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY
TO BUYER AND BUYER SHALL PURCHASE AND ACCEPT FROM SELLER THE PROPERTY
"AS IS" AND "WHERE IS" WITH ALL FAULTS AND THERE ARE NO ORAL AGREEMENTS,
WARRANTIES, REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY
OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. THE PROVISIONS OF
THIS PARAGRAPH SHALL SURVIVE CLOSING.
16. Governing Law; Venue; Waiver of JM Trial. This Agreement shall be construed and
governed in accordance with laws of the State and in the event of any litigation hereunder, the venue for
any such litigation, shall be in the County. SELLER AND BUYER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF
SELLER AND BUYER. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER
MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT
OF THEIR BARGAIN.
17. Construction. All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof and, accordingly, this Agreement shall not be more strictly construed •
against any one of the parties hereto. In construing this Agreement, the singular shall be deemed to
include the plural, the plural shall be deemed to include the singular and the use of any gender shall
include every other gender and all captions and paragraph headings shall be discarded.
18. Severability. In the event any provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning
or reconstrued as such authority determines, and the remainder of this Agreement shall be construed to be
in full force and effect.
19. Prevailing Party. In the event of any litigation between the parties under this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees and court costs through all trial and
appellate levels and proceedings (including without limitation fees incurred to determine fees and in the
collection of any judgment therefor). The provisions of this paragraph shall survive the Closing and any
earlier termination of this Agreement.
20. Exhibits. All of the Exhibits to this Agreement are incorporated into and made a part of
this Agreement by this reference.
21. Entire Agreement. This Agreement constitutes the entire agreement between the parties
for the sale and purchase of the Property, and supersedes any other agreement or understanding of the
parties with respect to the matters herein contained. This Agreement may not be changed, altered or
modified except in writing signed by both parties hereto. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns.
22. Counterparts. This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original, and all of which shall be deemed to be one and
the same instruments. Electronically transmitted signatures shall be deemed originals. •
12
127722337.8
• 23. Intentionally Deleted.
24. Time of the Essence. Time is of the essence as to each provision of this Agreement.
25. Calculation of Time Periods. All time periods referred to herein shall mean calendar
days unless otherwise expressly described as business days. A business day is any day other than a
Saturday, Sunday or day upon which commercial banks in the County in which the Realty is located are
closed. In the event a time period in this Agreement ends on a day which is not a business day, the time
period shall be deemed continued until the next business day.
28. Radon Disclosure. "RADON GAS: Radon 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 health department."
29. OFAC
(a) Neither Seller nor any of its affiliates, nor any of their respective partners, members,
shareholders or other equity owners, and none of their respective employees, officers, directors,
representatives or agents is, nor will they become prior to Closing, a person or entity with whom United
States persons or entities are restricted from doing business under regulations of the Office of Foreign
Asset Control ("OFAC') of the Department of the Treasury (including those named on OFAC's Specially
Designated and Blocked Persons List) or under any statute, executive order (including the September 24,
2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage
• in any dealings or transactions or be otherwise associated with such persons or entities prior to Closing.
(b) All funds to be used by Buyer as payment of the Purchase Price at Closing are from
sources operating under, and in compliance with, all federal, state and local statutes and regulations
relating to the laundering of money and terrorism and are free of all liens and claims of lien. Neither
Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity
owners, and none of their respective employees, officers, directors, representatives or agents is, nor will
they become prior to Closing, a person or entity with whom United States persons or entities are restricted
from doing business under regulations of the OFAC of the Department of the Treasury (including those
named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is
not and will not engage in any dealings or transactions or be otherwise associated with such persons or
entities prior to Closing.
30. Intentionally Deleted.
31. Effective Date. As used herein, the term "Effective Date" shall mean the date upon
which this Agreement was last executed by Buyer and Seller. The date of execution by the Escrow Agent
shall have no bearing on the Effective Date.
32. Escrow Provisions. Except for a termination by Buyer prior to the Inspection Completion
Date in accordance with Paragraph 5(a) (in which case the Deposit will be immediately refunded to
Buyer), upon receipt of any written certification from Seller or Buyer claiming the Deposit pursuant to the
provisions of this Agreement, Escrow Agent shall promptly forward a copy thereof to the other party
hereto and, unless such party within seven (7) days after delivery thereof objects, by written notice to
Escrow Agent, to such disbursement, Escrow Agent shall disburse the Deposit to the party demanding the
13
127722337.8
same and shall thereupon be released and discharged from any duty or obligation hereunder. Escrow •
Agent is acting as a stakeholder only with respect to the Deposit and if there is any dispute as to whether
Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow
Agent may refuse to make delivery and may continue to hold the Deposit until receipt by Escrow Agent
of an authorization in writing, signed by the Seller and Buyer, directing the disposition of the Deposit; in
the absence of any such written authorization, Escrow Agent may hold the Deposit until a final
determination of the rights of the parties in an appropriate proceeding or may bring an appropriate action
or proceeding for leave to deposit the Deposit in a court of competent jurisdiction pending such
determination. Seller and Buyer recognize that Escrow Agent's duties hereunder are only as specifically
provided herein and are purely ministerial in nature; and Seller and Buyer therefore agree that Escrow
Agent shall, so long as it acts in good faith, have no liability to either party except for its
willful misconduct or gross negligence. Buyer does hereby indemnify Escrow Agent against, and agree
to hold, save, and defend Escrow Agent harmless from, any costs, liabilities, and expenses (including
reasonable attorneys' fees) incurred by Escrow Agent in discharging its duties hereunder. Escrow
Agent is the law firm representing Buyer. In the event of a dispute between the parties, the parties
consent to Escrow Agent continuing to represent Buyer, notwithstanding that Escrow Agent shall
continue to have the duties provided for in this Agreement.
[signatures on next page]
14
•
127722337.8
• IN WITNESS WHEREOF the Agreement to be effective as of the
parties have executed this g
Effective Date.
SELLER:
CITY OF TAMARAC, a Florida municipal corporation
By:
Name:
Title:
Date:
BUYER:
VIDA GARDEN PLAZA, LLC, a Florida limited
liability company
By: 'r- f-V k kk--
Narne: Michel Bittan
Title: Manager
Date: 03/08/2022
APPROVED AS TO FORM:
John R. Herin, Jr., City Attorney
The undersigned Escrow Agent hereby joins in the execution of this Agreement for the sole purpose of
acknowledging receipt of the Deposit and acknowledging, accepting and agreeing to abide and be bound
by the provisions of this Agreement which relate to the Deposit.
ESCROW AGENT:
GREENSPOON MARDER LLP
By:
Name:
Title:
• 15
127722337.8
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
SELLER:
CITY OF TAMARAC, a Florida mipal corporation
By:
Name:
Title:
Date: qI I TV
BUYER:
VIDA GARDEN PLAZA, LLC, a Florida limited
liability company
By:
Name:
Title:
Date:
AS TO FORM:
Jr., City
The undersigned Escrow Agent hereby joins in the �ution of this Agreement for the sole purpose of
acknowledging receipt of the Deposit and acknowledging, accepting and agreeing to abide and be bound
by the provisions of this Agreement which relate to the Deposit.
ESCROW AGENT:
GREENSPOON MARDER LLP
By:
Name:
Title:
15
127722337.8
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
SELLER:
CITY OF TAMARAC, a Florida municipal corporation
By:
Naive:
Title:
Date:
BUYER:
VIDA GARDEN PLAZA, LLC, a Florida limited
liability company
By:
Naive: ' -a
Title:
Date: .3 'Z
APPROVED AS TO FORM:
John R. Her41, Jr., City Attorney
The undersigned Escrow Agent hereby joins in the execution of this Agreement for the sole purpose of
acknowledging receipt of the Deposit and acknowledging, accepting and agreeing to abide and be bound
by the provisions of this Agreement which relate to the Deposit.
ESCROW AGENT:
GR.EENSPOO P
BY:
Name: 1 ,,wva� e L —
Title: Vr
15
127722337.8
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.
SELLER:
CITY OF TAMARAC, a Florida municipal corporation
By:
Name:
Title:
Date:
BUYER:
VIDA GARDEN PLAZA, LLC, a Florida limited
liability company
By:
Name:
Title:
Date:
f 0-
APPROVED AS TO FORM:
John R. Herin, Jr., City Attorney
The undersigned Escrow Agent hereby joins in the execution of this Agreement for the sole purpose of
acknowledging receipt of the Deposit and acknowledging, accepting and agreeing to abide and be bound
by the provisions of this Agreement which relate to the Deposit.
ESCROW AGENT:
GREENSPOON MARDER LLP
By:
Naive:
Title:
15
127722337.8
EXHIBIT A •
LEGAL DESCRIPTION OF THE REALTY
Parcel A, less the East 322.00 feet therefrom, PICCADILLY CAFETERIA, according to the plat thereof,
as recorded in Plat Book 115, Page 37, of the Public Records of Broward County, Florida.
r �
•
Ex. A
127722337.8
• EXHIBIT B
is
•
DUE DILIGENCE DOCUMENTS
(a) to the extent in Seller's possession, building permits, plans (including utilities, drainage,
landscaping and paving plans) and engineering studies;
(b) to the extent in Seller's possession, all environmental reports, soil tests or reports and/or
environmental tests or assessments regarding the Property;
(c) to the extent in Seller's possession, all surveys, title insurance commitments and policies and legal
descriptions regarding the Property;
(d) to the extent in Seller's possession, all zoning approvals, development authorizations and other
materials regarding the development of the Property;
(e) any and all other materials in Seller's possession or control relating to the ownership, operation
and/or development of the Property.
127722337.8