HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-013Temp. Reso. #13880
January 25, 2023
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2023 — CIS
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 6115 NW 77TH WAY FOR
A PURCHASE PRICE OF TWO MILLION TWO -HUNDRED
AND SEVENTY-THREE THOUSAND DOLLARS
($2,273,000.00); 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 Braydan99 LLC, located at 6115 NW 77th Way, Tamarac, Florida
("Property"), adjacent to the City's existing water treatment plant facilities; and
WHEREAS, City staff has reviewed the location, zoning, and potential use of
the Property and determined that purchasing the Property will further a public purpose
in expanding the existing water treatment plant operations; and
{00356763.1 2 704-0501640)
Temp. Reso. #13880
January 25, 2023
Page 2 of 3
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 TWO MILLION TWO -HUNDRED AND
SEVENTY-THREE THOUSAND SIX -HUNDRED AND FIFTY DOLLARS
($2,273,650.00); and,
WHEREAS, City staff recommends to the City Commission that the City
purchase the Property for TWO MILLION TWO -HUNDRED AND SEVENTY-THREE
THOUSAND DOLLARS ($2,273,000.00) as the City's public utility purpose can be
achieved and improved by purchasing the Subject Property; and
WHEREAS, the City Commission of the City of Tamarac, deems it to be in the
best interests of the residents and businesses of the City to authorize the City
Manager and City Attorney to take any and all action necessary to effectuate the
purchase of the property located at 6115 NW 77T" Way, Tamarac, Florida, for TWO
MILLION TWO -HUNDRED AND SEVENTY-THREE THOUSAND DOLLARS
($2,273,000.00).
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: The City Manager and City Attorney are authorized to take any and
all action necessary to effectuate the Subject Property acquisition for TWO MILLION
TWO -HUNDRED AND SEVENTY-THREE THOUSAND DOLLARS ($2,273,000.00).
(00356763.1 2704-0501640)
Temp. Reso. #13880
January 25, 2023
Page 3 of 3
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.
PASSED, ADOPTED AND APPROVED this 2547day of January 2023.
ATTEST:
�w_La. _ L —
KIMBERLY DILLON, CMC
CITY CLERK
MICHELLE J. G MEZ
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
V65
DIST 1: V/M BOLTON
DIST 2: COMM. WRIGHT JR
q6C
DIST 3: COMM. VILLALOBOS
DIST 4: COMM. DANIEL
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND
RELIANCE OF THE CITY OF TAMARAC ONLY.
i-OTTI NOT
ATTORNEY
(00356763.1 2704-0501640)
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT ("Agreement") is made and entered into on this .2C,'`e'ay of
January 2023 by and between the CITY OF TAMARAC, a Florida municipal corporation,
whose address is 7525 NW 88th Avenue, Tamarac, Florida 33321 ("PURCHASER") and
BRAYDAN99 LLC, a Florida limited liability company, whose address is 6115 NW 77th
Way, Tamarac, Florida 33321 ("SELLER").
WITNESSETH
In consideration of the mutual agreements and upon and subject to the terms and
conditions herein contained, the parties hereto agree as follows:
DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have
the following meanings:
1.1 Property. That certain real property located at 6115 NW 77th Way,
Tamarac, Florida 33321, bearing Folio Number 4941-09-09-0050 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 is subject to final acceptance and approval by the City Commission of
the City of Tamarac pursuant to the necessary vote at a duly called City Commission
meeting. In the event that the City Commission of the City of Tamarac does not approve
or accept the Agreement for fails to act on the Agreement before January 25, 2023, then
this Agreement shall be null and void unless modified and/or extend by written agreement
between the SELLER AND PURCHASER.
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
following the expiration of the Inspection Period as hereinafter defined or any extensions
thereof.
1.5 Deed. A Warranty Deed, in its statutory form, which shall convey the
Property from SELLER to PURCHASER.
1.6 Earnest Money. The sum of TWENTY-FIVE THOUSAND AND 00/100
DOLLARS ($25,000.00) 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 the last of either the SELLER, PURCHASER, Escrow Agent and approval
of the City of Tamarac City Commission.
1.8 SELLER'S Address. SELLER'S mailing address is 6115 NW 77th Way,
Tamarac, Florida 33321.
1.9 PURCHASER'S Address. PURCHASER'S mailing address is 7525 NW
88th Avenue, Tamarac, Florida 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 TWO MILLION TWO HUNDRED
SEVENTY-THREE THOUSAND AND 00/100 DOLLARS ($2,273,000.00), 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 Effective Date 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 AND 00/100 DOLLARS
($25,000.00) to be paid in the manner described below ("Earnest Money").
PURCHASER'S obligation to close the transaction in accordance with provisions of this
Agreement is contingent upon the SELLER'S ability to deliver good and marketable title
for the Property 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 Earnest Money held by the Escrow Agent.
An additional ONE HUNDRED SEVENTY-FIVE THOUSAND AND 00/100
DOLLARS ($175,000.00) shall be deposited with Escrow Agent within three (3) business
days following the expiration of the Inspection Period. The first deposit of TWENTY-FIVE
THOUSAND AND 00/100 DOLLARS ($25,000.00) is referred to as the "Inspection Period
Deposit", and the second deposit of ONE HUNDRED SEVENTY-FIVE THOUSAND AND
00/100 DOLLARS ($175,000.00), together with the Inspection Period Deposit, shall be
referred to as the "Contract Deposit". PURCHASER and SELLER hereby appoint
JENNIFER LEVIN, P.A., 19380 Collins Avenue, Suite 1120, Sunny Isles Beach, FI 33160,
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to act as the Escrow Agent for the transaction contemplated by this Agreement and to
hold the Earnest Money 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 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 Earnest Money Deposits 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 Earnest Money shall be applied
towards the Purchase Price, that is, the Escrow Agent shall disburse the Earnest Money
to SELLER as a part of the Purchase Price.
3. INSPECTIONS.
3.1 Inspections. PURCHASER, its agents, employees, and representatives shall
have forty-five (45) days after 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 and Closing Date.
3.2 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 deposit monies, 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
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140864931.2
upon PURCHASER'S instructions, and SELLER shall not be entitled to object to the
disbursement of the Escrow Deposit.
3.3 Deliveries. Within five (5) days from 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 addition, SELLER shall deliver to PURCHASER any additional
information with respect to the Property within five (5) calendar days upon request of
PURCHASER.
3.4 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
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140864931.2
fashion) the use or occupancy of the Property or any part thereof, except the Tamarac
Community Development Case No. 22-10101141.
4.3 SELLER has full power and authority to enter into this Agreement and to
assume and perform its obligations hereunder in this Agreement. SELLER does not and
will not conflict with or result in the breach of any condition or provision, or constitute a
default under, or result in the creation or imposition of any lien, charge, or encumbrance
upon any of the Property or assets of the SELLER by reason of the terms of any contract,
mortgage, lien, lease, agreement, indenture, instrument or judgment to which the
SELLER is a party of which is or purports to be binding upon the SELLER or which affects
the SELLER, no action by any federal, state or municipal or other governmental
department, commission, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon the SELLER in accordance with its terms.
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 after the Effective Date of this Agreement. 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.
All of the representations, warranties and covenants of SELLER contained in this
Agreement delivered to PURCHASER in connection with the transaction contemplated
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140864931.2
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 Warranty Deed, subject to the Permitted Encumbrances as determined
by PURCHASER. PURCHASER shall, within ten (10) days of the 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 Schedule 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 of title evidence, 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 ten (10) 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 ten (10) day period and in such case enclosing evidence of such cure (a "cure
notice"). If SELLER does not send a cure notice and/or does not cure any such objection
within said ten (10)-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 Encumbrances. 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).
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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 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.
140864931.2
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:
(a) PURCHASER has not timely notified SELLER that it is not satisfied with the
Inspection Period investigation conducted on the Property during the Inspection Period.
(b) 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
Encumbrances, prior to Closing. Notwithstanding the forgoing, the Seller shall not be
required to remedy the code violations relating to the City of Tamarac Community
Development Case No. 22-10101141; however, Seller agrees to pay to the City the sum
of $1,500.00 from the Closing proceeds to settle the existing code violations.
8. CONTINGENCIES.
PURCHASER'S obligations under this Agreement are contingent upon the
following:
8.1 The City Commission of the City of Tamarac has approved this Agreement
and the terms and conditions set forth herein on or before January 25, 2023.
8.2 That the PURCHASER is fully satisfied with its due diligence investigation
conducted during the investigation period.
8.3 The conveyance of clear and marketable title to the Property to
PURCHASER, subject to the Permitted Exceptions approved by PURCHASER.
8.4 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
140864931.2
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 Warranty
Deed, a Bill of Sale, if applicable, No Lien/Gap Affidavit, Non -Foreign Certification in
accordance with Section 1445 of the Internal Revenue Code, 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 Encumbrances. 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 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 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;
140864931.2
(b) all other costs of obtaining all title corrective instruments or documentation
to provide marketable title as required herein.
11.3 PURCHASER'S Closing Costs. PURCHASER shall pay for the following
items prior to or at the time of Closing:
(a) Costs associated with appraisals, survey, environmental reports (Phase I
and Phase II);
(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 Earnest Money
(Deposits).
11.4 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.
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 electronic, "mail away", and other means.
13. 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 Earnest Money 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.
14. 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
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140864931.2
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 special counsel to City Attorney and agrees to
such representation.
15. BROKER.
PURCHASER and SELLER warrant and represent that the only brokers involved
in this transaction other the PURCHASER'S broker, Colliers International, which is
represented by Brooke Mosier, and the SELLER'S broker, CBRE, Inc., which is
represented by Helen Weissman. The SELLER will pay to Colliers International the fees
which are due to Colliers, which is a success fee equal to 2% of the gross purchase price
upon successful closing. The SELLER shall pay any commission due to CBRE, Inc.,
pursuant to the listing agreement between the parties. 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 and CBRE, Inc.
(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 and/or
CBRE, Inc. or any third party agent or broker relative to a commission or fee sought as a
result of the contemplated transaction.
16. 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
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140864931.2
applicable law. If any provision in this Agreement shall, notwithstanding the preceding
sentence, be held illegal or unenforceable, such illegality or unenforceability shall not
affect any other provision of this Agreement. 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.
17. 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 88th Avenue
Tamarac, Florida 33321
Email: Kathleen.Gunn@tamarac.org
Phone: 954-597-3510
With a copy to: Hans Ottinot, Esq., City Attorney
Ottinot Law P.A.
5944 Coral Ridge Drive, PM#201
Coral Springs, Florida 33076
Email: hansCcDottinotlawpa.com
Phone: 954-254-8054
With a copy to: ESCROW AGENT
Jennifer Levin, P.A.
19380 Collins Avenue, Suite 1120
Sunny Isles Beach, FI 33160
Email: jenniferlevinesq@outlook.com
Phone: 305-785-4323
With a copy to: Lori Funderwhite, Economic Development
Manager, City of Tamarac
7525 NW 88th Avenue
Tamarac, Florida 33321
Email: Iori.funderwhiteCD-tamarac.org
Phone: 954-597-3513
With a copy to: Colliers International
Attn: Brooke Mosier
901 Northpoint Parkway I Suite 109
West Palm Beach, FL 33407
Email: brooke.mosier(aD-colliers.com
Phone: 561-281-6656
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140864931.2
If to SELLER: BRAYDAN99 LLC
Attn: Belseri Comerford
6115 NW 77th Way
Tamarac, Florida 33321
Email: belseri belseri.com
Phone: 561-597-0780
With a copy to: John H. Adair III, Esq.
Doumar, Allsworth, et al.
1177 SE 3rd Avenue
Fort Lauderdale, FL 33316
Email: jadair sflalaw.com
Phone: (954) 762-3451
With a copy to: CBRE, Inc.
Attn- Helen Weissman
401 E Las Olas Boulevard, Suite 1500
Ft. Lauderdale, FL 33301
Email: Helen.Weissman(cD-cbre.com
Phone: 954-394-4807
18. GOVERNING LAWIVENUE.
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.
19. ASSIGNABILITY.
PURCHASER may not assign this Agreement.
20. 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.
21. 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.
22. SUCCESSORS.
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140864931.2
This Agreement shall apply to and bind the executors, administrators, successors
and assigns of SELLER and PURCHASER.
23. 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.
24. 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.
25. 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.
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140864931.2
Upon receipt of such notice from PURCHASER, the SELLER agrees to remediate
the identifiable Hazardous Materials issue, 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. 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.
26. 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.
27. 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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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140864931.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated below.
PURCHASER
CITY OF TAMARAC, a Florida municipal
corporation
df
thleen Gunn, City Manager
Dated: January , 2023
SELLER
BRAYDAN99 LLC, a Florida limited
liability company
By: —�
BelserirL. Comerford, Au on d
Member `
Dated: January -5 , 2023
ESCROW AGENT
LEVIN, S6Q.
By:
Jen ' e vi President
D e .Jan ry 5 , 2023
;.a
O O FORM
mot, ity Attorney
16
140864931.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated below.
PURCHASER
CITY OF TAMARAC, a Florida municipal
corporation
In
Kathleen Gunn, City Manager
Dated: January , 2023
SELLER
BRAYDAN99 LLC, a Florida limited
liability company
By:
Belseri L. Comerford, Auihorized
Member
Dated: January -S , 2023
ESCROW AGENT
JENNIFER LEVIN, ESQ.
in
Jennifer Levin, Esq., President
Dated: January , 2023
APPROVED AS TO FORM
Hans Ottinot, City Attorney
16
140864931.2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated below.
CITY OF TAMARAC, a Florida municipal
corporation
:
BY
Ktithleen Gunn, City Manager
Dated: January, 2023
SELLER
BRAYDAN99 LLC, a Florida limited
liability company
By: _
Belseri L. Comerford, Au-lfi—oriz4d
Member
Dated: January , 2023
ESCROW AGENT
JENNIFER LEVIN, ESQ.
By:
Jennifer Levin, Esq., President
Dated: January , 2023
APkOV TO FORM
Lu �
ot, pity Attorney
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140864931.2
EXHIBIT "A" TO
AGREEMENT FOR PURCHASE
AND SALE OF REAL PROPERTY
(Legal Description)
A portion of Tract 9 of FORT LAUDERDALE TRUCK FARMS SUB -DIVISION of Section
9. Township 49 South, Range 41 East, as recorded in Plat Book 4, Page 31, of the Public
Records of Broward County, Florida, being more particularly described as follows;
Commencing at the Northeast corner of said Tract 9, said corner being further described
as being 2,640 feet North of the Southeast corner of said Section 9, as measured along
the East line of said Section 9; thence North 88 degrees 59 minutes 24 seconds West,
parallel with the South line of said Section 9, and further described as being along the
North line of said Tract 9, a distance of 353.06 feet to the Point of Beginning of this
description; thence continuing North 88 degrees 59 minutes 24 seconds West, a distance
of 218.00 feet; thence South 00 degrees 00 minutes 56 seconds East, parallel with the
East line of said Section 9, a distance of 200 feet; thence South 88 degrees 59 minutes
24 seconds East, a distance of 218 feet; thence North 00 degrees 00 minutes 56 seconds
West, a distance of 200 feet to the Point of Beginning.
(SUBJECT TO VERIFICATION BY CURRENT SURVEY OF THE PROPERTY)