HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-081 4959 N State Rd 7 Purchase AgreementTemp. Reso. #13812
June 24, 2022
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2022 - 05? 1
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, APPROVING A
PURCHASE AND SALE AGREEMENT TO ACQUIRE THE
REAL PROPERTY LOCATED AT 4959 N. STATE ROAD 7
FOR A PURCHASE PRICE OF ONE MILLION TWO -
HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS
($1,275,000.00); AUTHORIZING THE CITY MANAGER
AND CITY ATTORNEY TO TAKE ALL NECESSARY
ACTION TO EFFECTUATE THE PURCHASE; PROVIDING
FOR SEVERABILITY AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Florida Statutes provide that municipalities shall have the
governmental, corporate, and proprietary powers to enable them to conduct municipal
government, perform municipal functions, and render municipal service, and exercise
any power for municipal purposes, except when expressly prohibited by law; and
WHEREAS, Article IV, Section 4.07 of the City Charter of the City of Tamarac
("City") empowers the City to adopt, amend, or repeal such ordinances and
resolutions as may be required for the proper governing of the City; and
WHEREAS, the City of Tamarac wishes to purchase the property currently for
sale and owned by Church of God of Prophecy Oakland Park Inc., located at 4959 N.
State Road 7, Tamarac, Florida ("Property"), as an economic development
opportunity for future commercial redevelopment; and
WHEREAS, the Property is located within the following key targeted commercial
redevelopment areas for the City- the "Four Corners Shopping Redevelopment Area"
(003567 63.1 2704-050164 01
Temp. Reso. #13812
June 24, 2022
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in the Tamarac Commercial Arterial Redevelopment Study (Adopted by City
Commission in 2014); the Federal Opportunity Zone designation targeted for
revitalization (2017); and further, this parcel is identified as one of the targeted Focus
Area properties for commercial revitalization in the Tamarac Economic Development
Strategic Plan (Adopted by City Commission in 2018); and
WHEREAS, City staff has reviewed the location, zoning, and potential use of
the Property and Determined that purchasing the Property will further the
redevelopment of the City's State Road 7 corridor; and
WHEREAS, City staff have commissioned independent valuations of the
Subject Property, and those property valuations and appraisals state the Property is
appraised for market value purposes at ONE MILLION AND EIGHTY-FIVE
THOUSAND DOLLARS ($1,085,000.00); and,
WHEREAS, the City acquired the adjacent property to the south at 4949 N.
State Road 7 for redevelopment purposes last year (R-2021-046) and when
assembled with this Property, the potential for a desirable commercial redevelopment
project is significantly enhanced; and,
WHEREAS, City staff recommends to the City Commission that the City
purchase the Property for ONE MILLION TWO- HUNDRED AND SEVENTY-FIVE
THOUSAND DOLLARS ($1,275,000.00) as the City's economic development and
redevelopment objectives can be achieved by purchasing the Subject Property; and
WHEREAS, the purchase of the Property requires a supermajority vote and
City Commission of the City of Tamarac, deems it to be in the best interests of the
business owners, residents, and visitors of the City to purchase the Property.
(00356763.1 2704-0501640)
Temp. Reso. #13812
June 24, 2022
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA THAT. -
Section 1: The foregoing recitals are true and correct and hereby adopted as
the legislative and administrative findings of the City Commission-, all exhibits attached
hereto are incorporated herein and made a specific part of this Resolution.
Section 2: A supermajority of the City Commission approves the purchase of
Property for one million two -hundred and seventy-five thousand dollars ($1, a75,000.00),
and the Manager and City Attorney are authorized to take all actions necessary to
effectuate the purchase of the Property.
Section 3.- All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 4: If any clause, section, other part, or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
Section 5: This Resolution shall become effective immediately upon adoption.
"The remainder of this page is left blank intentionally"
(00356 763.1 2 704-050164 0)
Temp. Reso. #13812
June 24, 2022
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PASSED, ADOPTED AND APPROVED this 13t" of July 2022.
ATTEST:
KIMBERLY ILLON, CMC
ACTING CITY CLERK
Z/44- IAA-,JA "_
MI HELLE J. GOM
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ: -'Ll&_�—
DIST 1: COMM. BOLTON " &"I—
DIST 2: V/M GELIN ogs
DIST 3: COMM. VILLALOBOS j
DIST 4: COMM. PLACKO �—
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR
THE USE)AND RELIANCE OF THE CITY OF TAMARAC ONLY.
J O�(N.�Hj�R I DJ , J R .
C ITY ATTORNEY
{003567 63.1 2 704-05016401
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT ("Agreement") is made and entered into on this 1.3 day of July
2022 by and between the City of Tamarac, a Florida municipal corporation, whose address is
7525 NW 88th Avenue, Tamarac, Florida 33321 ("PURCHASER") and The Church of God of
Prophecy Oakland Park, Inc., a Florida not for profit corporation, whose business address is
1794 NW 38th Avenue, Lauderhill, Florida 33311 ("SELLER"), hereinafter collectively referred
to as the "Parties".
WITNESSETH
In consideration of the mutual agreements and upon and subject to the terms and conditions
herein contained, the parties hereto agree as follows:
1. DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have the
following meanings:
1.1 Pro e . That certain real property located at 4959 N State Road 7, Tamarac,
Florida 33319, bearing Folio Number 4941-13-01-0042 and any appurtenances thereto
(collectively the "Property") which Property is more particularly described with the legal
description set forth in Exhibit "A," attached hereto and made a part hereof.
1.2 Acceptance. It is mutually understood that the execution of this Agreement by
PURCHASER constitutes final acceptance and approval of this Agreement by the City
Commission of the City of Tamarac, pursuant to the necessary vote, at a duly called City
Commission meeting (scheduled to take place on July 13, 2022 ) (the "Meeting"). PURCHASER
shall execute this Agreement within three (3) days of the Meeting.
1.3 Closing. "Closing" shall mean the delivery of the Deed (as hereinafter defined) to
PURCHASER concurrently with the delivery of the purchase price and other cash consideration
to SELLER.
1.4 Closing Date. The Closing Date shall occur within forty-five (45) days subsequent
to the expiration of the Inspection Period as hereinafter defined or any extensions thereof.
1.5 Deed. A General Warranty Deed, in its statutory form, which shall convey the
Property from SELLER to PURCHASER.
1.6 Contract Deposit. The sum of ONE HUNDRED AND TWO THOUSAND AND
00/100 DOLLARS ($102,000.00) reflecting the Inspection Period Deposit together with the
Additional Deposit will be delivered from PURCHASER to Escrow Agent pursuant to Section 2.1
set forth herein.
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1.7 Effective Date. The Effective Date of this Agreement shall be the date upon its
execution by PURCHASER.
1.8 SELLER'S Address. SELLER'S mailing address is 3483 Inverrary Boulevard
West, Lauderhill, Florida 33311.
1.9 PURCHASER'S Address. PURCHASER'S mailing address is 7525 NW 88th
Avenue, Tamarac, FL, 33321.
1.10 Other Definitions. The terms defined in any part of this Agreement shall have the
defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the
singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each
gender shall be deemed to comprehend either or both of the other genders. As used in this
Agreement, the terms "herein", "hereof' and the like refer to this Agreement in its entirety and not
to any specific section or subsection.
2. PURCHASE PRICE.
Subject to the provisions of this Agreement, SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for the
total Purchase Price ("Purchase Price") of ONE MILLION TWO HUNDRED SEVENTY-FIVE
THOUSAND AND 00/100 DOLLARS ($1,275,000.00), subject to credits, prorations, and
adjustments as provided in this Agreement and upon the terms and conditions hereinafter set forth.
2.1 Deposits. Within one (1) day of the execution of this Agreement, PURCHASER
shall deposit, and cause to be placed in an escrow account maintained by the Escrow Agent the
amount of TWENTY-FIVE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS
($25,500.00) reflecting the "Inspection Period Deposit", to be paid in the manner described below.
An additional SEVENTY-SIX THOUSAND FIVE HUNDRED AND 00/100 DOLLARS
($76,500.00) reflecting the "Additional Deposit", shall be deposited with Escrow Agent within
one (1) business day following the expiration of the Inspection Period. The Inspection Period
Deposit together with the Additional Deposit, , shall be referred to as the "Contract Deposit".
PURCHASER and SELLER hereby appoint Fox Rothschild LLP, c/o Donald P. Dufresne,
Esq., 777 South Flagler Drive, Suite 1700, West Palm Beach, Florida 33401, to act as the Escrow
Agent for the transaction contemplated by this Agreement and to hold the Contract Deposit in
escrow subject to the terms of this Agreement.
PURCHASER'S obligation to close the transaction in accordance with provisions of this
Agreement is contingent upon the SELLER'S ability to deliver good and marketable title for the
Property and to satisfy any other conditions set forth herein. Should the SELLER default
hereunder, the PURCHASER shall be entitled to an immediate refund of the entire sum of the
Contract Deposit held by the Escrow Agent. Should the PURCHASER default hereunder, the
SELLER shall be entitled to retain the entire sum of the of the Contract Deposit held by the Escrow
Agent.
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PURCHASER'S obligation to close the transaction in accordance with provisions of this
Agreement is contingent upon the SELLER'S ability to deliver fee simple title to the Property free
and clear of all liens, easements, covenants, rights -of -way, reservations, restrictions, tenancies,
mineral interests and any other encumbrances of whatsoever nature (herein collectively called the
"Encumbrances") and SELLER'S satisfaction of any other conditions set forth in this Agreement.
2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the Purchase
Price (Purchase Price less the Contract Deposit and subject to prorations, credits, etc.) to SELLER
at Closing pursuant to the terms of this Agreement and the closing statement by wire transfer of
readily negotiable funds to an account identified in writing by SELLER. At the Closing, the
Contract Deposit shall be applied towards the Purchase Price, that is, the Escrow Agent shall
disburse the Contract Deposit to SELLER as a part of the Purchase Price.
3. INSPECTIONS.
Insl2ections. PURCHASER, its agents, employees, and representatives shall have forty-five (45)
days from the Effective Date to perform any and all inspections of the Property as the
PURCHASER deems necessary (the "Inspection Period"). During the Inspection Period,
PURCHASER shall, at its sole cost and expense, determine that utility services including, water,
wastewater, electric, telephone and all other utilities are available in the proper size and capacity
to serve the existing facilities and installed to the property lines. At all times during the Inspection
Period, PURCHASER and its agents shall be provided with reasonable access during normal
business hours to the Property for purposes of on -site inspection, upon reasonable prior Notice (a
minimum of twenty-four (24) hours) to SELLER. The scope of the inspection contemplated herein
shall be determined by PURCHASER as deemed appropriate under the circumstances and for this
Property. This Agreement is contingent upon PURCHASER, at PURCHASER'S sole cost and
expense, obtaining and accepting a Phase I Environmental Audit satisfactory to PURCHASER
and, if deemed necessary at its discretion, a Phase II Environmental Audit for which it will be
granted an additional thirty (30) day extension to the Inspection Period.
3.1 Termination. PURCHASER, at any time during the Inspection Period and in its sole
discretion and for any reason whatsoever, shall be entitled to terminate this Agreement. In such event,
PURCHASER shall provide a written cancellation notice by mail, email or facsimile to SELLER
and/or SELLER'S counsel. and receive the immediate refund of all deposit monies paid to date. Upon
such termination, the Escrow Agent shall be authorized to deliver the Inspection Period Deposit,
together with any interest earned, if any, as directed by the PURCHASER, and the parties shall have
no further rights or obligations pursuant to this Agreement. In such event, Escrow Agent shall be
entitled to rely solely upon PURCHASER'S instructions, and SELLER shall not be entitled to object
to the disbursement of the Inspection Period Deposit.
3.2 Deliveries. Within five (5) days after the Effective Date, SELLER shall provide
PURCHASER with any and all relevant information relating to the Property which is in the
SELLER'S possession, custody or control, including but not limited to all surveys, building plans,
topographical maps, soil borings reports, agreements, environmental reports, leases, property tax
bills, regulations and/or other governmental or quasi -governmental matters affecting the Property. In
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addition, SELLER shall deliver to PURCHASER any additional information with respect to the
Property within five (5) calendar days upon request of PURCHASER.
Restoration. PURCHASER shall restore any damage to the Property caused by PURCHASER'S
inspection of the Property except in the event of any gross negligence or misconduct by SELLER
or its agents. Notwithstanding anything contained herein to the contrary, PURCHASER shall not
indemnify or hold SELLER harmless with respect to, and PURCHASER shall not be required to,
remove, remediate, dispose or otherwise deal with any "Hazardous Substance", sampling derived
from the Property containing Hazardous Substances which it finds in connection with its due
diligence investigations of the Property.
4. SELLER'S REPRESENTATIONS.
PURCHASER acknowledges that the Property shall be sold in its "As Is" condition.
SELLER does not make any representations or warranties as to the condition of the property or its
intended Use of the Property.
To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of its knowledge, in all material respects and except as
otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the
Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing.
PURCHASER shall be provided immediate notice as to the change to the following
representations:
4.1 At all times from the Effective Date until the Closing, SELLER shall keep the
Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for, by or on behalf of
SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER
harmless from and against all expense and liability in connection therewith (including, without
limitation, court costs and reasonable attorney's fees).
4.2 SELLER has no actual knowledge nor has SELLER received any notice of any
litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by
any organization, person, individual or governmental agency which would affect (as to any
threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use or
occupancy of the Property or any part thereof, except the Stipulated Agreement and related
documents/permits in connection with Tamarac Building Department Case No. 11-10200524 and
Tamarac Building Department Case No. 22-10200088.
4.3 SELLER has full power and authority to enter into this Agreement and to assume
and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict
with or result in the breach of any condition or provision, or constitute a default under, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets
of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture,
instrument or judgment to which the SELLER is a party of which is or purports to be binding upon
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the SELLER or which affects the SELLER; no action by any federal, state or municipal or other
governmental department, commission, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon the SELLER in accordance with its terms. This
Agreement has been duly executed and delivered by SELLER and assuming due authorization,
execution and delivery by PURCHASER, this Agreement constitutes the valid and binding
obligations of SELLER. SELLER is duly created and validly existing pursuant to the laws of the
jurisdiction of its organization or formation and is duly qualified to do business in the State of
Florida where the Property is located.
SELLER represents that it has taken all necessary action under its bylaws or other
governing documents to authorize the execution, delivery and performance of this Agreement, and
upon the execution and delivery of any document to be delivered by SELLER on or prior to the
Closing, this Agreement and such document shall constitute the valid and binding obligation and
agreement of SELLER, enforceable against SELLER in accordance with its terms.
4.4 SELLER represents that it will not, between the date of this Agreement and the
Closing Date, without PURCHASER'S prior written consent, which consent shall not be
unreasonably withheld or delayed, except in the ordinary course of business, create any
encumbrances on the Property. For purposes of this provision the term "encumbrances" shall
mean any mortgages, liens, claims, options, or other encumbrances, encroachments, rights -of -way,
leases, easements, covenants, conditions or restrictions.
4.5 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to
purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to
maintain the Property in its present condition so as to ensure that it shall remain substantially in
the same condition from the conclusion of the Inspection Period to the Closing Date.
4.6 SELLER represents that there are no parties other than SELLER in possession of
the Property or any portion of the Property as a lessee except:
(a) Alicia Backers with Alicia Backers Bail Bond, Inc.
(b) Henri Claude Douze with Broward Injury Center, LLC
(c) Daphne A. Edwards
All of the representations, warranties and covenants of SELLER contained in this
Agreement delivered to PURCHASER in connection with the transaction contemplated herein
shall be true and correct in all material respects and not in default at the time of Closing, just as
though they were made at such time. SELLER shall provide immediate notice to PURCHASER
as to any changes to the above representations.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey title to PURCHASER at Closing, by
delivery of a General Warranty Deed, subject to the Permitted Exceptions and taxes and
assessments for the year of such conveyance. PURCHASER shall, within ten (10) days of the
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commencement of the Inspection Period, secure a title insurance commitment (the "Title
Commitment") issued by a title insurance underwriter approved and selected by PURCHASER for
the Property insuring PURCHASER'S title to the Property, subject only to those exceptions set
forth in the ALTA form B title insurance commitment. The costs and expenses relative to the
issuance of the Title Commitment and an owner's title policy shall be borne by the PURCHASER.
SELLER shall comply with and provide any documents reasonably required by the title
underwriter or title agent.
If PURCHASER objects to any exception to title as shown in the Title Commitment or in
the survey referenced in Section 5.2 below, PURCHASER shall within fifteen (15) days after
receipt of the Title Commitment, notify SELLER in writing specifying the specific exception(s)
to which it objects. SELLER may, but is not obligated to, cure any such objections. Any
objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to
cure, shall be cured by SELLER so as to enable the removal of said objection(s) from the Title
Commitment within thirty (30) days after notice of objections by PURCHASER., If SELLER so
chooses to cure any of PURCHASER'S objections, SELLER shall send to PURCHASER a notice
in writing stating that the objection has been cured or will be cured within the thirty (30) day
period. If SELLER does not send a cure notice and/or does not cure any such objection within
said thirty (30)-day period, SELLER shall be deemed to have elected not to cure any of
PURCHASER'S objections. If SELLER shall be unable or unwilling to cure all objections within
the time period set forth in the preceding sentence or if SELLER is deemed to have elected not to
cure any of PURCHASER'S objections, then PURCHASER may (a) terminate this Agreement by
giving written notice to SELLER on or before the expiration of the Inspection Period, in which
event all instruments and monies held by the Escrow Agent shall be immediately returned to
PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction
contemplated herein despite the uncured objection(s), in which event, any such uncured
objection(s) shall be deemed to be Permitted Exceptions. In addition, if PURCHASER gives
SELLER proper notice of its objections and if SELLER is unable, or chooses not, to cure any such
objections or is deemed to have elected not to cure any of PURCHASER'S objections and if
PURCHASER fails to give notice of termination pursuant to this Section 5.1 on or before the
expiration of the Inspection Period (based on SELLER'S inability or unwillingness to cure any or
all of PURCHASER'S objections or based on SELLER'S being deemed to have elected not to
cure any of PURCHASER'S objections), PURCHASER shall be deemed to have waived any such
uncured objection(s).
5.2 Survey and Legal Description. Within fifteen (15) days after the Effective Date,
PURCHASER at its own expense shall order: (i) a survey prepared by a registered land surveyor
or engineer licensed in the State of Florida showing the boundaries of the Property, and the location
of any easements thereon and certifying the number of acres (to the nearest one thousandth acre)
of land contained in the Property, all buildings, improvements and encroachments; and (ii) a
correct legal description of the Property which, upon approval thereof by PURCHASER and
SELLER (not to be unreasonably withheld), shall be the legal description used in the deed of
conveyance. The survey and legal description shall be prepared and certified by a surveyor
licensed and registered in the State of Florida and shall comply with the requirements of the survey
map established in connection with the issuance of an owner's title insurance policy on the
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Property. The survey shall be certified to PURCHASER and the title insurance company issuing
the title insurance.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the
following are true and correct:
(a) PURCHASER has full power and authority to enter into this Agreement and to
assume and perform all of its obligations hereunder, subject to the approval of the City Commission.
(b) The execution and delivery of this Agreement and the consummation of the
transaction contemplated hereunder on the part of the PURCHASER do not and will not violate
the corporate or organizational documents of PURCHASER and will not conflict with or result in
the breach of.any condition or provision, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the terms of any contract, mortgage,
lien, lease, agreement, indenture, instrument or judgment to which the PURCHASER is a party.
(c) Except as otherwise provided for in this Agreement, no action by any federal, state,
municipal or other governmental department, commission, board, bureau or instrumentality is
necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance
with its terms and conditions.
All of the representations, warranties and covenants of PURCHASER contained in this
Agreement or in any other document, delivered to SELLER in connection with the transaction
contemplated herein shall be true and correct in all material respects and not in default at the time
of Closing, just as though they were made at such time.
7. CONDITIONS PRECEDENT TO CLOSING.
Each of the following events or occurrences ("Conditions Precedents") shall be a condition
precedent to PURCHASER'S obligation to close this transaction:
PURCHASER has not terminated this Agreement prior to the expiration of the Inspection Period.
(a) SELLER has performed all covenant, agreements and obligations, and complied
with all conditions required by this Agreement to convey fee simple title to the Property to
PURCHASER in accordance with this Agreement, subject to the Permitted Exceptions, at or prior
to Closing, including the compliance and satisfactory closing of the City of Tamarac Building
Department Case No. 22-10200088.
(b) PURCHASER has undertaken SELLERS performance and monetary obligations
under the Stipulated Agreement and related documents, permits and fines in connection with Case
No. 11-10200524, releasing SELLER from liability under same.
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(c) The City Commission of the City of Tamarac has approved this Agreement and the
terms and conditions set forth herein.
8. CLOSING CONTINGENCIES.
PURCHASER'S obligations under this Agreement are contingent upon the following:
(a) That the PURCHASER is fully satisfied with its due diligence
investigation conducted during the Inspection Period.
(b) The conveyance of clear and marketable title to the Property to
PURCHASER, subject to the Permitted Exceptions.
(c) That the environmental audit is satisfactory and acceptable to
PURCHASER.
9. RISK OF LOSS.
Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the
Closing occurs. In the event the Property, or any part thereof, is destroyed or damaged, or becomes
subject to a taking by virtue of eminent domain to any extent whatsoever after the Effective Date
and prior to the Closing, either SELLER or PURCHASER may elect to terminate this Agreement
by giving written notice thereof to the other party on or before the Closing Date, whereupon
Escrow Agent shall return the Earnest Money to PURCHASER, and neither party hereto shall have
any further rights or obligations hereunder. If neither party elects to terminate this Agreement on
or before the Closing Date, and if the Closing proceeds and occurs in accordance with the terms
of this Agreement, there shall be no adjustment in the Purchase Price, and neither party shall have
any claims of any kind against the other party by reason of any such damage, destruction or taking
prior to the Closing; provided, however, in the event of a taking prior to Closing and provided that
the Closing occurs and neither party terminates this Agreement in accordance with the foregoing,
SELLER shall assign to PURCHASER all of SELLER'S right, title and interest in and to any
condemnation awards attributable to the loss of the land only, and SELLER shall retain any
condemnation awards attributable to the loss of any other items or matters other than the loss of
the land itself including, without limitation, condemnation awards attributable to the loss of any
Improvements.
10. CLOSING DOCUMENTS.
At Closing, SELLER shall deliver to PURCHASER the fully executed Deed, a Bill of Sale,
if applicable, No Lien/Gap Affidavit, Non -Foreign Certification in accordance with Section 1445
of the Internal Revenue Code, 1099 Form and any other documents as listed as title requirements
in Schedule B-I of the Title Commitment to assure the conveyance of fee simple title of the
Property to PURCHASER, subject only to the Permitted Exceptions. SELLER and PURCHASER
each agree to provide executed affidavits and documentation to enable the deletion of all Schedule
B-I requirements, the "gap" exception, and the construction lien and parties in possession
exceptions from the Title Commitment at Closing. SELLER and PURCHASER each shall be
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responsible for satisfying those Schedule B-I requirements applicable to each of them.
11. CLOSING COSTS, TAXES AND PRORATIONS.
At Closing, SELLER shall pay for the cost of state documentary stamps and surtax or other
taxes (if any), if any, on the warranty deed or otherwise required to transfer and record the deed,
any and all other costs and expenses of obtaining, all title corrective instruments (if any). Each
party shall be responsible for their respective attorneys, professional fees and other costs associated
with the transaction. In addition, PURCHASER will pay the cost of all title search fees, or other
costs pertaining to the Title Commitment and for the title insurance premium on the Owner's Title
Insurance Policy to be issued to PURCHASER pursuant to the Title Commitment in the amount
equal to the Purchase Price.
11.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section
196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of
Closing into escrow with the Broward County Revenue Collector.
11.2 Any income or expenses pertaining to the Property, including, but not limited
to, taxes, utility charges, special assessments or other charges or expenses imposed against the
Property shall be prorated as of the day prior to closing.
11.3 SELLER'S Closing Costs. SELLER shall pay for the following items prior to or
at the time of Closing:
(a) any Documentary Stamps on the Warranty Deed as provided under Chapter 201,
Florida Statutes;
(b) all other costs of obtaining all title corrective instruments or documentation to
provide marketable title as required herein.
11.4 PURCHASER'S Closing Costs. PURCHASER shall pay for the following items
prior to or at the time of Closing:
II); (a) Costs associated with appraisals, survey, environmental reports (Phase I and Phase
(b) Recording fees of the Warranty Deed;
(c) The Title insurance premium, issuance of the Title Commitment and the Title
Insurance Policy; and
(d) The balance of the Purchase Price after subtracting the Contract Deposit..
11.5 Professional Fees. Each party shall be responsible for their respective attorneys'
fees or other professional fees and costs associated with this transaction.
12. CLOSING DATE AND PLACE.
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The Closing shall take place on the Closing Date either at the City Hall at the City of
Tamarac located at 7525 NW 88th Avenue, Tamarac, Florida 33321, at the office of the Escrow
Agent or via mail away.
13. PROPERTY SUBJECT TO LEASE AFTER CLOSING.
If the Property is subject to a lease after Closing, the facts and terms thereof shall be
disclosed in writing by SELLER to PURCHASER and copies of the written lease(s) shall be
delivered to PURCHASER, all within five (5) days of the Effective Date. If PURCHASER
determines, in PURCHASER'S sole discretion, that the lease(s) or terms of occupancy are not
acceptable to PURCHASER, PURCHASER may terminate this Contract by delivery of written
notice of such election to SELLER within fifteen (15) days after receipt of the above items from
SELLER, and PURCHASER shall be refunded all deposit monies paid to date thereby releasing
PURCHASER and SELLER from all further obligations under this Agreement.
SELLER shall, at least thirty (30) days prior to Closing, furnish to PURCHASER estoppel
letters in a form acceptable to PURCHASER from tenant(s)/occupant(s) specifying the nature and
duration of occupancy, rental rates, advanced rent and security deposits paid by tenant(s) or
occupant(s) and the existence or non-existence of any defaults which may be due or exist under
the lease ("Estoppel Letter(s)"). If SELLER is unable to obtain such Estoppel Letter(s), the same
information shall be furnished by SELLER to PURCHASER within that time period in the form
of a SELLER'S affidavit and PURCHASER may thereafter contact tenant(s) or occupant(s) to
confirm such information. If Estoppel Letter(s) or SELLER'S affidavit, if any, differ materially
from SELLER'S representations and lease(s), or if tenant(s)/occupant(s) fail or refuse to confirm
SELLER'S affidavit, PURCHASER may deliver written notice to SELLER within five (5) days
after receipt of such information, but no later than five (5) days prior to Closing, terminating this
Agreement and receive a refund of all deposit monies paid to date, thereby releasing PURCHASER
and SELLER from all further obligations under this Agreement. SELLER shall, at Closing, deliver
and assign all leases to PURCHASER who shall assume SELLER'S obligations thereunder.
14. DEFAULT.
In addition to what may be otherwise provided in other sections of this Agreement, in the
event of a default by SELLER under this Agreement, PURCHASER shall have the right, as its
sole and exclusive remedy hereunder, to either (a) terminate this Agreement and receive a refund
of the all deposits paid to date and any accrued interest thereon as liquidated damages, or (b) seek
equitable relief to enforce the terms and conditions of this Agreement either through a decree for
specific performance or injunctive relief.
If PURCHASER shall fail or refuse to consummate the transaction in accordance with the
terms and provisions of this Agreement and SELLER is not in default hereunder, SELLER may
seek specific performance against PURCHASER, or SELLER may terminate this Agreement in
which case all rights and obligations of the parties hereunder shall terminate except SELLER shall
be entitled to all deposit monies paid to date.
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15. ESCROW AGENT.
Escrow Agent is authorized and agrees by acceptance thereof to promptly deposit and to
hold the funds in escrow and to disburse same subject to clearance thereof in accordance with the
terms and conditions of this Agreement. In the event of doubt as to its duties or liabilities under
the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold
the monies which are the subject of this Agreement until a judgment of a court of competent
jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the monies then
held pursuant to this Agreement with the Clerk of the Circuit Court of Broward County, Florida,
which Circuit Court shall have jurisdiction over the dispute, and upon notifying all parties
concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except
to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any
suit wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder,
or in the event of any suit wherein Escrow Agent interpleads the funds held in escrow, the Escrow
Agent shall be entitled to recover reasonable attorneys' fees and costs incurred through all levels
of proceedings, said fees and costs to be charged and assessed as court costs in favor of the
prevailing party. All parties hereto agree that the Escrow Agent shall not be liable to any party or
person whomsoever from misdelivery of monies subject to this escrow, unless such misdelivery
shall be due to willful breach of this Agreement or gross negligence on the part of Escrow Agent.
SELLER acknowledges that Escrow Agent is also acting herein as counsel to PURCHASER and
SELLER agrees to such representation.
16. BROKER.
PURCHASER and SELLER warrant and represent that no other brokers are involved in
this transaction other than PURCHASER'S broker, Colliers International, which is represented by
Bastian Laggerbauer. The SELLER will pay to Colliers International the fees which are due to
Colliers, which is a success fee equal to 3% of the gross purchase price upon successful closing.
Each of the parties hereby indemnify and hold with harmless the other party for any
misrepresentation or failure to act by the representing party in accordance with this paragraph.
The parties each represent to the other that they have not dealt with any real estate broker,
real estate salesman or finder other than Colliers International South Florida, LLC being
collectively referred to herein as "Agents") in conjunction with this transaction who will be entitled
to a fee or brokerage commission in accordance with Florida law.
SELLER shall indemnify and hold PURCHASER harmless from any and all liability,
claims, actions, damages or suit brought by or on behalf of Colliers International South Florida,
LLC or any third party agent or broker relative to a commission or fee sought as a result of the
contemplated transaction.
17. ENFORCEABILITY/TIME IS OF THE ESSENCE.
If any provision in this Agreement shall be held to be excessively broad, it shall be
construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable
law. If any provision in this Agreement shall, notwithstanding the preceding sentence, be held
illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of
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135290466.5
this Agreement. TIME IS OF THE ESSENCE OF THIS AGREEMENT; however, if the final
date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday
or legal holiday under the laws of the United States or the State of Florida, then, in such event, the
time of such period shall be extended to the next day which is not a Saturday, Sunday or legal
holiday.
18. NOTICE.
All written notices shall be deemed effective if sent to the following places:
If to PURCHASER: City of Tamarac
Attn: Kathleen Gunn, City Manager
7525 NW 881" Avenue
Tamarac, Florida 33321
Email: Kathleen.Gunn@tamarac.org
Phone: 954-597-3510
With a copy to: Lori Funderwhite, Economic Development Manager
7525 NW 88th Avenue
Tamarac, Florida 33321
Email: lori.funderwhitenae,tam arac. org
Phone: 954-597-3513
With a copy to: Donald P. Dufresne, Esq.
Fox Rothschild LLP
777 South Flagler Drive, Suite 1700
West Palm Beach, Florida 33401
Email: ddufresne(2foxrothschild.com
Phone: 561-804-4425
With a copy to: Colliers International
Attn: Bastian Laggerbauer
901 Northpoint Parkway I Suite 109
West Palm Beach, FL 33407
Email: Bastian.laggerbauer@colliers.com
Phone: 561-281-6656
If to Seller: The Church of God of Prophecy Oakland Park, Inc.
Attn: Bishop Ferguson
1794 NW 38th Avenue
Lauderhill, Florida 33311
Email: Judy_954@yahoo.com
Phone: 954-826-7530
With a copy to: Jacquelyn S. Waldman, Esq.
Aleida Ors Waldman, P.A.
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135290466.5
19612 SW 691" Place
Fort Lauderdale, Florida 33332
Email: jackiekaowpa.com
Phone: 954-524-1100
19. GOVERNING LAW/VENUE.
This Agreement shall be governed by the laws of the State of Florida. The agreed upon
venue shall be in the State Courts located in Broward County, Florida.
20. ASSIGNABILITY.
PURCHASER may assign this Agreement but shall not be released from liability as a result
of an assignment.
21. ENTIRE AGREEMENT.
This Agreement states the entire agreement between the parties and supersedes all prior
agreements and negotiations, either oral or written, with respect to the subject matter of this
Agreement. All prior understandings and agreements between SELLER and PURCHASER are
merged in this Agreement, and neither SELLER nor PURCHASER is or shall be bound by any
stipulations, representations, agreements or promises, oral or otherwise, not printed or inserted in
this Agreement.
22. AMENDMENT.
No modification or amendment of this Agreement shall be of any force or effect unless in
writing and executed by both SELLER and PURCHASER.
23. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors and
assigns of SELLER and PURCHASER.
24. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall be taken
to be an original and all collectively deemed one instrument. The parties hereto agree that a
facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals.
25. LITIGATION COSTS.
In connection with any litigation arising out of this Agreement, the prevailing party shall
be entitled to recover from the non -prevailing party all costs and expenses incurred, including its
reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
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135290466.5
26. RADON GAS, HAZARDOUS SUBSTANCES and TOXIC WASTE.
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.
SELLER represents and warrants that to the best knowledge of SELLER no hazardous
substance or toxic waste is or has been stored upon the land or used in connection with the land,
nor, to its knowledge are any hazardous substances or toxic waste or other pollutants contained
upon or under the land or being discharged from the land directly or indirectly into any body of
water. SELLER knows of no breach of applicable laws or regulations, nor of any underground
tank located on or under the Property.
To SELLER'S best knowledge, neither SELLER nor any of its affiliates have generated,
recycled, reused, sold, stored, handled, transported or disposed of any Hazardous Materials on the
Property during any period of time SELLER has had an interest in the Property. To the best of
SELLER'S knowledge, without making any independent investigation, the Property complies with
all applicable local, state, federal environmental laws, regulations, ordinances, or administrative
or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport
and/or disposal of any Hazardous Materials. In the event that PURCHASER discovers the
existence of any Hazardous Materials within the Inspection Period, the PURCHASER shall, within
seven (7) days following such discovery, notify the SELLER in writing ("Hazardous Materials
Notice") of the existence of any Hazardous Materials.
In the event that a Phase I Environmental Audit results in a finding that environmental
contamination of the Property is present or suspected or a recommendation that a Phase II
Environmental Audit be conducted, or if there has been environmental contamination of the
Property between the Effective Date and the Closing Date, the PURCHASER, at its sole option,
may: (1) elect to terminate this Agreement without further liability; or, (2) obtain a cost estimate
from a reputable licensed environmental consultant as to the cost of cleanup of any environmental
contamination and notify SELLER of the cost estimate in writing, in which event the SELLER
shall have the option of:
(1) cleaning up the environmental contamination itself provided however, that
SELLER shall have no obligation to spend more than One Percent (1%) of the Purchase Price to
cure any Hazardous Materials defects. In the event that SELLER is unable to satisfactorily
remediate the Property to provide PURCHASER with a site that is satisfactory to PURCHASER
and to permit PURCHASER to close on the Property, PURCHASER shall have the unilateral right
to notify SELLER and to terminate this Agreement; or
(2) reducing the purchase price of the Property by the amount of the cost estimate; or
(3) terminating the contract with no further liability on the part of either party.
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135290466.5
If PURCHASER does not elect to exercise their unilateral right to terminate this
Agreement, then any additional costs to remediate the Hazardous Materials shall be the sole
responsibility of the PURCHASER.
27. JURY WAIVER.
PURCHASER and SELLER do hereby knowingly, voluntarily and intentionally waive
their right to a trial by jury in respect of any litigation based hereon, or arising out of, or under, or
in connection with this Agreement, the documents delivered by PURCHASER at Closing or
SELLER at Closing, or any course of conduct, course of dealings, statements (whether oral or
written) or any actions of either party arising out of or related in any manner with this Agreement
or the property (including without limitation, any action to rescind or cancel this Agreement and
any claims or defenses asserting that this Agreement was fraudulently induced or is otherwise void
or voidable). This waiver is a material inducement for parties to enter into and accept this
Agreement and the documents delivered by PURCHASER at Closing and shall survive the Closing
of termination of this Agreement.
28. RECORDATION.
Neither this Agreement nor any memorandum nor any other summary of this Agreement
shall be placed in the Official Records of Broward County without the prior written consent of
Seller.
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135290466.5
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
Page 16
135290466.5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
indicated below:
ESCROW AGENT:
Accepted and Agreed to:
Fox Rothschild LLP
IN
Donald P. Dufresne, Esq.
Dated
2022
PURCHASER:
City of Tamarac a Fl(orxda municipak corporati
By:
r de -en GUnn, C y Manager
Dated: I , 2022
SEL LZR:
The Church of God of Prophecy Oakland Park, Inc., a
Florida not for profit corporation
By: Aj I L I a, :f�laj
Printed Mayne: AJICAc LA-S s a�
Title: Fa& to e-
Dated: A , 2022
Page 17
135290466.5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
indicated below:
OF �%1Ml1'00'�,''i
ESTABLISHED
1963
O.•. SEAL .' O
COVN;\�
--
rMROW AGENT:
Accepted and Agreed to:
Fox Roths d P
By: _.
Donald P. Dufresne, Esq.
Dated: �v� \i , 2022
APPROVEDAAS TO FORM:
Attorney
PURCHASER:
City of Tamarac, a Rorida Ymmmmic' ak corporation
By:
athlee Gunn, City M Hager
Dated: I , 2022
SELL":
The Church of God of Prophecy Oakland Park, Inc., a
Florida not for profit corporation
By:
Printed•. Na1ne: ,(lid o LOs
Title: ?ate. tz 4--
Dated: --:'il 7 , 2022
Page 17
135290466.5
EXHIBIT "A" TO
AGREEMENT FOR PURCHASE
AND SALE OF REAL PROPERTY
(Legal Description)
Lot 6, of an unrecorded Plat of TAMARAC BUSINESS CENTER SECTION 4, being more
particularly described as follows:
Commencing at the Southeast comer of Lot 9, Section 13, Township 49 South, Range 41 East,
FORT LAUDERDALE TRUCK FARMS, according to the Plat thereof, recorded in Flat Book 4,
Page 31, of the Public Records of Broward County, Florida; thence North 00012' 12" West, along
the East line of said Lot 9,667.0 feet to a point; thence North 89' 15'4211 West, parallel with the
South line of said Lot 9, 100.01 feet to the POINT OF BEGINNING of this description; said point
being further described as being on the West Right -of -Way line of State Road No.7 (U.S. 441);
thence continuing North 89°15'42" West, 250 feet to a point; thence North 00' 12'12" West,
parallel with East line of said Lot 9, a distance of 100 feet to a point; thence South 89' 15'42"
East, 250 feet to a point on the West Right -of -Way line of said State Road No.7; thence South
00° 12' 12" East, along said West Right -of -Way line, 100 feet to the POINT OF BEGINNING. All
lying and being in Broward County, Florida.
(SUBJECT TO VERIFICATION BY CURRENT SURVEY OF THE PROPERTY)
135290466.5