HomeMy WebLinkAboutCity of Tamarac Resolution R-2015-118Temp. Reso. #12670
September 9, 2015
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2015 - I
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, AUTHORIZING
THE APPROPRIATE CITY OFFICIALS TO
EXECUTE THAT CERTAIN PURCHASE AND SALE
AGREEMENT BETWEEN AD1 GROUP LLC AND
THE CITY OF TAMARAC, ATTACHED HERETO AS
EXHIBIT 1", FOR THE SALE OF A 2.69 (+/-) ACRE
PARCEL OF REAL PROPERTY LOCATED ON THE
EAST SIDE OF PINE ISLAND ROAD,
APPROXIMATELY 350 FEET SOUTH OF WEST
MCNAB ROAD, KNOWN AS A PORTION OF
PARCEL R, WOODLAND LAKES, ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT
BOOK 71, PAGE 18 OF THE PUBLIC RECORDS OF
BROWARD COUNTY, FLORIDA, BEING MORE
PARTICULARLY DESCRIBED IN EXHIBIT "A",
ATTACHED HERETO AND INCORPORATED
HEREIN; PROVIDING FOR CONFLICTS,
PROVIDING FOR SEVERABILITY; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac, a Florida municipal corporation ("Seller")
is the owner of certain unimproved real property located in the City of Tamarac,
Broward County, Florida, and more particularly described on Exhibit "A" (the
"Property") to that certain Purchase and Sale Agreement (the "Agreement")
attached hereto as Exhibit "1" and made a part hereof; and
WHEREAS, AD1 Group, LLC, a Florida Limited Liability Company (the
"Buyer"), desires to purchase and the Seller desires to sell the Property for the
development of a 90 to 140 room, branded, limited service hotel such as a
Fairfield Inn by Marriott, with or without ancillary retail use, upon the terms and
conditions set forth in the Agreement; and
Temp. Reso. #12670
September 9, 2015
Page 2
WHEREAS, a Purchase and Sale is mutually beneficial to the parties given
that it will provide the opportunity for development of the Property, enhance
economic development along the McNab and Pine Island corridors, and return
the property to the tax rolls; and
WHEREAS, in accordance with Section 6-156.2 of the City of Tamarac
Code of Ordinances, an appraisal was obtained for the proposed disposition of
the City owned Property; and
WHEREAS, the sale price for the Property, consistent with the recent
appraisal, is one million four hundred and five thousand and no/100 dollars
($1,405,000.00), and the Buyer will purchase the Property for the agreed upon
price subject to the terms and conditions of the Agreement; and
WHEREAS, the Director of Community Development and the Director of
Financial Services recommends that the appropriate City Officials execute the
Purchase and Sale Agreement with AD1 Group LLC; and
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
authorize the execution of the Sale and Purchase Agreement between the City of
Tamarac and AD1 Group LLC for the development of a 90 to 140 room, branded,
limited service hotel such as a Fairfield Inn by Marriott, with or without ancillary
retail use, a copy of said Agreement is included herein as Exhibit 1" (attached
hereto, incorporated herein, and made a specific part thereof).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
Temp. Reso. #12670
September 9, 2015
Page 3
SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof; all exhibits referenced and attached hereto are
incorporated herein and made a specific part of this resolution.
SECTION 2: It is hereby found and determined that the authorization to
execute the Agreement with AD1 Group LLC is in the best interest of the City of
Tamarac and the residents and businesses located within the described area.
SECTION 3: The appropriate City officials are hereby authorized to
execute a Purchase and Sale Agreement with AD1 Group LLC, a copy of said
Agreement is attached hereto as Exhibit 1".
SECTION 4: All Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 5: 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 6: This Resolution shall become effective immediately upon its
passage and adoption.
Temp. Reso. #12670
September 9, 2015
Page 4
4 1
PASSED, ADOPTED AND APPROVED this /C° day of�2015.
lF HA RY DRESSLER,
MAYOR
ATTEST:
PATRICIA TEUFE OMC
CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: VICE MAYOR BUSHNELL
DIST 2: COMM. GOMEZ t,
DIST 3: COMM. GLASSER
DIST 4: COMM. PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
Va,t4ld- ll,-4"llw
SA UEL S. GOREN
CITY ATTORNEY
1
1
1
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE (this "Contract") is made this -d
day of , 2015 by and between the City of Tamarac, a Florida municipal
corporate n, whose address for purposes of this contract is 7525 NW 88' Avenue, Tamarac, FL,
33321 ("Seller") and AD I Group, LLC, a Florida limited liability company, whose business
address is 2028 Harrison Street, Suite 202, Hollywood, FL 33020 ("Buyer").
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:
1. Sale and Purchase. The Seller hereby agrees to sell to the Buyer and the Buyer
hereby agrees to Purchase the real property generally known as "Cypress Walk Terrace"
Tamarac, Florida, hereinafter described for the purchase price and upon the terms and conditions
set forth in this Contract.
2. Pro e . The Property being purchased and sold is identified as 117,028 square
feet or approximately 2.686 acres of real property located in the city of Tamarac, Broward
County, Florida, generally known as Tax Parcel 49-41-09-06-0123, more particularly described
on Exhibit "A" attached hereto, together with all improvements, easements, tenements, and
appurtenances belonging thereto (the "Property") subject to the terms of this Contract. The
Property is further deemed to include all existing land use entitlements, governmental permits and
allocations, and other such governmental and agency agreements and approvals, together with all
feasibility studies, reports, maps leases plans and other materials concerning the use and
development of the Property as may exist. The Property will be acquired from Seller free and
clear of all liens in order for Buyer to develop a 90 to 140 room, branded, limited service hotel
such as a Fairfield Inn by Marriott, with or without ancillary retail use.
3. Purchase Price. The purchase price ("Purchase Price") for the Property shall be
ONE MILLION FOUR HUNDRED AND FIVE THOUSAND and 00/100 ($1,405,000.00)
DOLLARS payable as follows:
a. Initial Deposit. An initial deposit of Fifty Thousand and 00/100 ($50,000.00)
Dollars (the "Initial Deposit") paid by the Buyer within three (3) days of the date of execution of
this Contract by all parties which Escrow Agent agrees to hold according to the terms of this
Contract. The Escrow Agent shall be GOREN CHEROF DOODY & EZROL, P.A. with offices
located at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, FL 33060 (the "Escrow
Agent") The Initial Deposit shall be applied to the Purchase Price at Closing. The Initial Deposit
shall be refunded if the Second Deposit is not timely paid as provided below.
b. Second Deposit. Upon expiration of the Inspection Period provided below,
Buyer shall pay to the Escrow Agent a nonrefundable Second Deposit in the amount of ONE
HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Second Deposit"). The failure to
tender the Second Deposit prior to the termination of the One Hundred Twenty (120) day
Inspection Period shall result in the Seller having the right to terminate this Contract. No later
than five (5) business days subsequent to the expiration of the Inspection Period, the Initial
Deposit and the Second Deposit shall be paid to the Seller and be deemed nonrefundable (Subject
to Alternate Purchase Price Payment ("APPP") as provided below) subject only to Seller's ability
to deliver title and the Property as provided herein and shall be credited to the Purchase Price at
Closing. Notwithstanding the foregoing, the Initial Deposit and Second Deposit shall be refunded
(00101348.2 2704-9499232 )
to Buyer in the event the Buyer elects to pursue the Alternate Purchase Price Payment Option as
set forth in Section 5 herein.
4. Inspection Period.
a. The Buyer shall have a period of One Hundred Twenty (120) days from the Effective
Date of this Contract, or the date that Seller "approves" (as provided herein) this Contract,
whichever date is later (the "Inspection Period") to determine, in its sole discretion, whether the
Property is suitable for the Buyer's intended use as a Marriott flagged Fairfield Inn consisting of a
maximum of 140 hotel rooms with or without an ancillary retail use. Buyer shall obtain the
franchise approval within this period. Buyer shall have the right to enter upon the Property to
make all inspections of the condition of the Property which it may deem necessary, including, but
not limited to, soil borings, percolation tests, engineering, environmental and topographical
studies, inspections of zoning and the availability of utilities, all of which inspections shall be
undertaken at Buyer's sole cost and expense. After completing its inspection of the Property,
Buyer shall, at its sole cost and expense, repair and replace any damage it has caused to the
Property and shall indemnify and hold the Seller harmless from any and all claims, damages,
suits, actions arising from Buyer's inspection of the Property. Prior to the expiration of the One
Hundred Twenty (120) day Inspection Period, Buyer shall provide written Notice of its decision
to accept the Property in its "AS IS" condition, or its decision that the Property is unsuitable for
its intended purpose and it is terminating the Contract for Purchase and Sale.
b. Options to Extend Inspection Period. Buyer shall have two (2) separate options to
extend the Inspection Period for an additional thirty (30) days each. Notice of Buyer's election to
exercise the option to extend the Inspection Period shall be provided to the Seller in writing no
later than three (3) business days prior to the expiration of the Inspection Period. At the time the
Buyer provides notice of its election to exercise the first option it shall tender to the Escrow
Agent a nonrefundable fee of Fifty Thousand and 00/100 ($50,000.00) Dollars (Option Fee). The
option fee(s) shall be nonrefundable and not credited to the Purchase Price. In the event the
Buyer elects to exercise the second option to extend the Inspection Period for an additional thirty
(30) days it shall provide Seller written notice three (3) business days prior to the expiration of
the first option period of its intent to extend the Inspection Period for an additional thirty (30)
days. At the time that the second option is exercised a second option fee in the amount of Fifty
Thousand and 00/100 ($50,000.00) Dollars (Second Option Fee) shall be paid to Seller. This
second option fee shall be nonrefundable and not credited to the Purchase Price at closing.
c. Buyer and Seller agree that the intended use of the Property is a Marriott flagged
Fairfield Inn. In the event the Buyer fails to obtain, prior to the expiration of the Inspection
Period, a written confirmation from Marriott providing that Buyer is approved for a Fairfield Inn
with a maximum of 140 rooms, then in that event, Seller shall have the right to terminate this
Contract at which time the Buyer shall be entitled to a full refund of its deposit and neither Buyer
or Seller shall have any obligations or liabilities under the subject Contract which shall be
deemed null and void.
5. Alternate Purchase Price Payment Option "A -PPP"
a. Buyer and Seller agree that in lieu of the Purchase Price being paid by Buyer to
Seller at closing, the Seller may elect to allow an Alternate Purchase Price Payment Option. The
option, shall provide that the Seller may elect on or before the expiration of thirty (30) calendar
days subsequent to the Effective Date of this Agreement to have Buyer construct a new clubhouse
facility on its present site. Prior to the expiration of the Approval Application Period as provided
(00101348.2 2704-9499232 ) 2
for in Section 8 herein, both Buyer and Seller shall negotiate and execute a Construction Contract
for the construction of a complete new Colony West Golf Clubhouse ("clubhouse facility"). The
Construction Contract shall provide that the Buyer shall be responsible for any and all
construction costs (consisting of labor and materials) and for any and all architectural,
engineering and building plans up to and including One Million Four Hundred Five Thousand
and 00/100 ($1,405,000.00) Dollars, Clubhouse Construction Cap. At such time as the Buyer
provides evidence satisfactory to Seller that it has expended One Million Four Hundred Five and
00/100 ($1,405,000.00) Dollars on the construction of the new Clubhouse facility, the Seller shall
be responsible for construction costs necessary to complete construction. In the event the Buyer
and Seller do not agree on the terms of the construction contract, prior to the expiration of the
Approvals Application Period, then the Seller shall have the right to terminate negotiations with
the Buyer and engage in its procurement process to secure services of a third party contractor to
build the new clubhouse facility. The closing shall be extended as set forth in Section 9 herein. At
the Closing Date, the Buyer shall be obligated to tender the full purchase price, less credits and
prorations as set forth herein.
b. By way of clarification, Buyer shall be solely responsible for the closing expenses set
forth in paragraph 11 below, including expenses associated with the financing anticipated for the
APPP. The following items shall be included in the calculation of the Clubhouse Construction
Cap provided they relate solely to the Clubhouse and Clubhouse parcel: architectural services and
plans, engineering services and plans, building plans and specifications, impact fees and permits,
bond fees and items encompassed in the Construction contract.
c. All plans and specifications prepared at the direction of the Buyer shall be subject to
approval and acceptance by the Seller, which approval shall not be unreasonably withheld or
delayed.
6. Effective Date of Contract. The effective date of this Contract (the "Effective
Date") shall be the date of execution by the last party signing.
7. Conditions Precedent to Closing:
a. Title Evidence. Within twenty (20) days of the Effective Date Buyer shall, at
Buyer's expense, obtain a title insurance commitment (the "Commitment") for the Property to be
issued by a major title insurance company, wherein the title insurance company agrees to issue an
ALTA owner's policy of title insurance in the full amount of the Purchase Price, insuring title to
the Property subject only to the Permitted Exceptions as set forth below. If the title insurance
commitment shows any exceptions to title unacceptable to Buyer, then Buyer shall provide
written notice to the Seller within fifteen (15) days specifying such exceptions. If Seller chooses
in its sole discretion not to correct the title objections Buyer shall waive such exceptions and
proceed under the terms and conditions of this Contract, or, terminate this Contract and receive a
return of the Down Payment(s). If Buyer elects to accept the title subject to the matters disclosed
in the title commitment, the exceptions shall be known thereafter as the "Permitted Exceptions."
b. Development Agreement. Prior to the expiration of the Approvals Application
Period as set forth in Section 8 herein, Buyer and Seller shall enter into a Development
Agreement in final and non -appealable form (the "Development Agreement") pursuant to
Chapter 163, Florida Statutes, to serve as the Development Order governing development of the
Property as a hotel.
(00101348.2 2704-9499232 )
c. Shared Parking Agreement. At closing, Buyer and Seller shall enter into a shared
parking agreement in final form (the "Shared Parking Agreement") to provide for a superior
orientation of the Hotel and any accessory use on the Property and to fulfill the required parking
requirement for the Use(s).
d. Cross Access Easement Agreement. At closing, Buyer and Seller shall enter into
a cross access easement agreement in final form the "Cross Access Easement Agreement to
provide for ingress, egress from the Property via Pine Island Road.
8. Approvals Application Period.
a. During the term of this Agreement, Buyer shall use commercially reasonable efforts in
order to obtain the "Approvals" to construct a Marriott flagged Fairfield Inn consisting of a
maximum of 140 rooms. The Approvals are defined as: (i) a final and unappealable zoning
amendment, and site plan approval from the applicable governmental authorities having
jurisdiction over the Property, including, specifically, approval of the site plan by the City
Commission of Tamarac, to permit the construction, completion and operation of the
Contemplated Hotel on the Property and all related structures, amenities and
improvements. Buyer agrees that on or before 30 calendar days following the expiration of the
Investigation Period, Buyer, at Buyer's expense, shall submit to the City of Tamarac an
application for a zoning change and formal site plan approval of the Contemplated Improvements.
The parties agree that they will act promptly throughout the approval process in an effort to
obtain the Approvals in as short a time period as is possible within the applicable laws that define
the approval process. With respect to such Approvals, Buyer shall not be deemed to have
obtained or received the Approvals until all appeal periods shall have passed without any appeal
having been taken or, if any such appeal shall have been taken, such appeal(s) shall have been
finally and conclusively resolved in favor of Buyer. Seller shall allow Buyer to simultaneously
seek the zoning amendment and site plan approval.
b. If Buyer does not receive written evidence that the Approvals have been obtained by
the expiration of the Approvals Application Period (as defined below), then Buyer may terminate
this Agreement by delivering written notice to the Seller, whereupon all Deposits shall be
immediately returned to Buyer and the parties shall be relieved of any further liability or
obligation hereunder. Buyer's notice of termination shall be effective upon delivery and shall be
delivered prior to the end of the Approvals Application. The "Approvals Application Period"
shall mean the period from the Effective Date thereof until that date which is 365 days thereafter,
provided that Buyer shall have the right, upon giving notice to Seller no later than fifteen (15)
days prior to the originally scheduled expiration date of the Approvals Application Period, to
extend the Approvals Application Period for an additional sixty (60) days, so long as Buyer is
still seeking, and continues to seek, in good faith, to obtain the Approvals.
9. Closing Date. The closing date shall be no later than thirty (30) days subsequent to
the expiration of the "Approvals" as defined herein. In the event the Buyer and Seller are unable
to negotiate a construction contract for a new clubhouse facility prior to the expiration of the
Approvals Application Period, the Closing Date shall be postponed until such time the City enters
into a construction contract with a third party contractor for the construction of the new clubhouse
facility. The Closing shall occur on or before the expiration of fifteen (15) calendar days after the
Tamarac City Commission approves the construction contract with the third party contractor.
100101348.2 2704-9499232 ) 4
a. Place of Closing. The Closing shall occur in Broward County, Florida at the
offices of Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") or any other location selected
by the Seller, subject to the Buyer's approval which shall not be unreasonably withheld.
b. Seller's Obligation at Closing. Seller shall execute and deliver a Special
Warranty Deed conveying title to the property subject to the Permitted Exceptions and in
conformance with the Terms and conditions of this Contract, which deed shall be in form
acceptable to the Title Insurance Company for the purpose of issuing its title insurance policy
pursuant to the commitment described in paragraph 7.b. Such deed shall also contain a restriction,
restricting the Property to Hotel with ancillary retail use.
c. Buyer's Obligation at Closing. Buyer shall cause the balance of the Purchase
Price to be paid to Seller by bank wire transfer or other immediately available funds. Buyer shall
also execute and deliver to Seller a copy of a Closing Statement showing the computation of the
funds payable to Seller pursuant to this Contract.
10. Contingencies. Seller's obligations under the Contract are contingent upon the
following:
a. The City Commission of the City of Tamarac approving and authorizing the
transaction as contemplated by the terms and provisions of this Contract.
b. Buyer and Seller entering into a Development Agreement providing for the
development of the Property as a hotel with a maximum of 140 rooms branded and
operated under an appropriate Agreement with Marriott as a Fairfield Inn, with or
without an ancillary retail component.
c. In the event parties elect to proceed with the APPP Option, the execution of a
construction contract with a value not exceeding One Million Four Hundred Five
Thousand and 00/100 ($1,405,000.00) Dollars and the posting by the Buyer of a
Payment and Performance Bond acceptable to Seller.
d. The execution by both Buyer and Seller of a Cross Access Easement Agreement.
e. The execution by both Buyer and Seller of a Shared Parking Agreement.
f. The Seller entering into a Construction Contract with the Buyer or a third party
selected by Seller for the construction of a new clubhouse facility.
11. Expenses. The cost of recording the Deed and any corrective instruments shall be
paid by the Seller. Buyer shall pay all expenses associated with the inspection, the survey, title
insurance charges and to record the deeds, including Documentary Stamps on the Deed and all
costs associated with any related loan closing.
12. Prorations. The Property is currently exempt from ad valorem taxes and there are no
taxes or other matters to prorate.
13. Seller's Cooperation.
a. The Seller agrees to cooperate with the Buyer in the Buyer's effort to obtain necessary
approvals for development of the Property even after the expiration of the Inspection Period. The
Seller agrees to execute any and all documents and applications as may reasonably be required in
(00101348.2 2704-9499232 )
order to facilitate the Buyer's development efforts including, but not limited to rezoning and
platting applications, plats, grading permits and street and utility construction permit applications.
b. Seller currently owns and operates the golf course and Colony West Club House
Facility adjoining the Property. The parties will cooperate during the Inspection Period with
drafting a cross easement agreement that runs with the land allowing invitees and guess of their
respective properties to crossover their respective parcels.
14. Representations and Warranties of the Seller.
The Seller represents and warrants that to the best of Seller's actual knowledge
and belief -
a. All notices of or violations of law or municipal ordinances, order, rules noted or
issued by any governmental authority having jurisdiction over the Property have been complied
with or will be complied with by the Closing Date.
b. The Seller has good and marketable fee title interest in the Property and
possesses the present right, legal power and authority to enter into this Contract and perform
according to its terms.
c. The Property will, as of the Closing Date, be free and clear of all liens, security
interests, all encumbrances, leases or other restrictions or objections to title except for the
Permitted Title Exceptions and those to be discharged by the Seller at closing.
If, at any time prior to the date of Closing, the Seller acquires knowledge of
events or circumstances which render the representations set forth in this paragraph inaccurate in
any respect, the Sellers shall immediately notify the Buyer in writing.
d. Notwithstanding the warranties set forth above, SELLER makes and shall make no
warranty regarding the title to the Property except as to any warranties which will be contained in the
instruments to be delivered by SELLER at Closing in accordance with this Agreement, and
SELLER makes and shall make no representation or warranty either expressed or implied (except as
specifically set forth in the Agreement) regarding condition, operability, safety, fitness for intended
purpose, use, governmental requirements, development potential, utility availability, legal access,
economic feasibility or any other matters whatsoever with respect to the Property. The
PURCHASER specifically acknowledges and agrees that SELLER shall sell and PURCHASER
shall purchase the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that,
except for the SELLER'S representations and warranties specifically set forth in this Agreement,
PURCHASER is not relying on any representations or warranties of any kind whatsoever, express or
implied, from SELLER its agents, officers, or employees, as to any matters concerning the Property
including, without limitation, any matters relating to (1) the quality, nature, adequacy, or physical
condition of the Property, (2) the quality nature, adequacy or physical condition of soils, fill, geology,
or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities
serving the Property, (4) the development potential, income potential, expenses of the Property, (5)
the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of
the Property for any particular use or purpose, (7) the zoning or other legal status of the Property, (8)
the compliance of the Property or its operation with any applicable codes, laws, rules, regulations,
statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or
restrictions of any governmental or quasi -governmental entity or of any other person or entity,
including, without limitation, environmental person or entity, including without limitation,
{00101348.2 2704-9499232 }
environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other
hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10)
the freedom of the Property from latent or apparent vices or defects, (11) peaceable possession of the
Property, (12) environmental matters of any kind or nature whatsoever relating to the Property, (13)
any development order or agreement, or (14) any other matter or matters of any nature or kind
whatsoever relating to the Property.
As used herein, the term "Hazardous Materials" means (i) those substances included
within the definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid
waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.,
the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33
U.S.C. §1321 et seq., as amended, and in the regulations promulgated pursuant thereto; (ii) those
substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by
the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic
substances" or "solid waste", (iii) such other substances, materials and wastes which are regulated, or
classified as hazardous or toxic, under applicable local, state or federal laws, ordinances or
regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated,
biphenyls, flammable explosives or radioactive materials.
15. Tax Rebate. Provided Buyer has been issued a Certificate of Occupancy for a
hotel on the Property prior to January 1, 2017, Seller will provide the Property a tax rebate from
municipal taxes through calendar year 2018.
16. Assignability. The Buyer shall not be entitled to assign this Contract without the
prior written consent of the Seller which approval shall not be unreasonably withheld. An
assignment to an entity owned and controlled by the principals of Buyer shall require the
approval of Seller, which approval shall not be unreasonably withheld.
17. Attorney's Fees and Costs. In the event any litigation or other controversy
arises out of this Contract, the prevailing party in such litigation or controversy shall be entitled to
recover from the non -prevailing party its reasonable attorney's fees, costs and expenses.
18. Default.
a. If Buyer fails to materially perform or observe any of the covenants, restrictions,
requirements and/or stipulations to be performed and/or observed by Buyer hereunder and such
failure to perform or observe is not cured within thirty (30) days after written notice thereof from
Seller to Buyer (or in the case of a default which cannot be cured in thirty (30) days, Buyer has
failed to commence curing the default within such thirty (30) day period), then, as Seller's sole
remedy, any deposits placed under this Agreement shall be delivered by the Escrow Agent to the
Seller as liquidated and agreed upon damages.
b. If Seller fails to materially perform or observe any of the covenants, restrictions,
requirements and/or stipulations to be performed and/or observed by Seller hereunder, and such
failure to perform or observe is not cured within thirty (30) days after written notice thereof from
Buyer to Seller, then at the option of the Buyer, any Deposit placed under this Agreement shall be
promptly returned by the Escrow Agent to the Buyer, together with all interest earned thereon.
19. Signs. Upon payment of the Nonrefundable Second Deposit Buyer shall have
the right at Buyer's expense to place and maintain reasonable signs in compliance with applicable
{00101348.2 2704-9499232 } 7
sign ordinances and regulations on the Property to assist Buyer in the proposed use of the
Property.
20. Broker Fees. The Buyer and the Seller acknowledge and agree that no real estate
brokers are involved in this transaction except for Hospitality Consultants Realty Services, Inc.,
("Broker"). The Broker has been engaged pursuant to a separate agreement with the Seller which
is subject to the approval of the Tamarac City Commission.
21. Time. Time is of the essence. If both parties have not executed this contract
within five days of each other it shall become null and void. If the time for performance of any
obligation ends on a holiday or weekend, the time period shall be extended until 5 PM of the next
business day.
22. Miscellaneous. This Contract shall bind and inure to the benefit of the parties
and their successors in interest. All notices required to be given under this Contract must be in
writing and must be made by personal delivery, a recognized courier service or certified mail,
return receipt requested, postage prepaid. There are no understandings or representations relied
upon in entering into this Contract except as written herein. No modification to or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the parties
intended to be bound by it. Venue for any action concerning this Contract shall lie in Broward
County, Florida. The parties waive the right to a trial by jury in any legal proceeding concerning
the Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day so
stated.
BUYER:
AD 1 GROUP, LLC, A FLORIDA
LIMITED LIABIrLITY COMPAN
By:_
Title:
SELLER:
CITY OF TAMARAC, A FLORIDA
MUNICIPAL CORPORATION
By: •¢l -erK
Title: C`N
(00101348.2 2704-9499232 )
a. Place of Closing. The Closing shall occur in Broward County, Florida at the
offices of Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") or any other location selected
by the Seller, subject to the Buyer's approval which shall not be unreasonably withheld.
b. Seller's Obligation at Closing. Seller shall execute and deliver a Special
Warranty Deed conveying title to the property subject to the Permitted Exceptions and in
conformance with the Terms and conditions of this Contract, which deed shall be in form
acceptable to the Title Insurance Company for the purpose of issuing its title insurance policy
pursuant to the commitment described in paragraph 7.b. Such deed shall also contain a restriction,
restricting the Property to Hotel with ancillary retail use.
c. Buyer's Obligation at Closing. Buyer shall cause the balance of the Purchase
Price to be paid to Seller by bank wire transfer or other immediately available funds. Buyer shall
also execute and deliver to Seller a copy of a Closing Statement showing the computation of the
funds payable to Seller pursuant to this Contract.
10. Contingencies. Seller's obligations under the Contract are contingent upon the
following:
a. The City Commission of the City of Tamarac approving and authorizing the
transaction as contemplated by the terms and provisions of this Contract.
b. Buyer and Seller entering into a Development Agreement providing for the
development of the Property as a hotel with a maximum of 140 rooms branded and
operated under an appropriate Agreement with Marriott as a Fairfield Inn, with or
without an ancillary retail component.
c. In the event parties elect to proceed with the APPP Option, the execution of a
construction contract with a value not exceeding One Million Four Hundred Five
Thousand and 00/100 ($1,405,000.00) Dollars and the posting by the Buyer of a
Payment and Performance Bond acceptable to Seller.
d. The execution by both Buyer and Seller of a Cross Access Easement Agreement.
e. The execution by both Buyer and Seller of a Shared Parking Agreement.
f. The Seller entering into a Construction Contract with the Buyer or a third party
selected by Seller for the construction of a new clubhouse facility.
11. Expenses. The cost of recording the Deed and any corrective instruments shall be
paid by the Seller. Buyer shall pay all expenses associated with the inspection, the survey, title
insurance charges and to record the deeds, including Documentary Stamps on the Deed and all
costs associated with any related loan closing.
12. Prorations. The Property is currently exempt from ad valorem taxes and there are no
taxes or other matters to prorate.
13. Seller's Cooperation.
a. The Seller agrees to cooperate with the Buyer in the Buyer's effort to obtain necessary
approvals for development of the Property even after the expiration of the Inspection Period. The
Seller agrees to execute any and all documents and applications as may reasonably be required in
(00101348.2 2704-9499232 )
order to facilitate the Buyer's development efforts including, but not limited to rezoning and
platting applications, plats, grading permits and street and utility construction permit applications.
b. Seller currently owns and operates the golf course and Colony West Club House
Facility adjoining the Property. The parties will cooperate during the Inspection Period with
drafting a cross easement agreement that runs with the land allowing invitees and guess of their
respective properties to crossover their respective parcels.
14. Representations and Warranties of the Seller.
The Seller represents and warrants that to the best of Seller's actual knowledge
and belief -
a. All notices of or violations of law or municipal ordinances, order, rules noted or
issued by any governmental authority having jurisdiction over the Property have been complied
with or will be complied with by the Closing Date.
b. The Seller has good and marketable fee title interest in the Property and
possesses the present right, legal power and authority to enter into this Contract and perform
according to its terms.
c. The Property will, as of the Closing Date, be free and clear of all liens, security
interests, all encumbrances, leases or other restrictions or objections to title except for the
Permitted Title Exceptions and those to be discharged by the Seller at closing.
If, at any time prior to the date of Closing, the Seller acquires knowledge of
events or circumstances which render the representations set forth in this paragraph inaccurate in
any respect, the Sellers shall immediately notify the Buyer in writing.
d. Notwithstanding the warranties set forth above, SELLER makes and shall make no
warranty regarding the title to the Property except as to any warranties which will be contained in the
instruments to be delivered by SELLER at Closing in accordance with this Agreement, and
SELLER makes and shall make no representation or warranty either expressed or implied (except as
specifically set forth in the Agreement) regarding condition, operability, safety, fitness for intended
purpose, use, governmental requirements, development potential, utility availability, legal access,
economic feasibility or any other matters whatsoever with respect to the Property. The
PURCHASER specifically acknowledges and agrees that SELLER shall sell and PURCHASER
shall purchase the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that,
except for the SELLER'S representations and warranties specifically set forth in this Agreement,
PURCHASER is not relying on any representations or warranties of any kind whatsoever, express or
implied, from SELLER its agents, officers, or employees, as to any matters concerning the Property
including, without limitation, any matters relating to (1) the quality, nature, adequacy, or physical
condition of the Property, (2) the quality nature, adequacy or physical condition of soils, fill, geology,
or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities
serving the Property, (4) the development potential, income potential, expenses of the Property, (5)
the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of
the Property for any particular use or purpose, (7) the zoning or other legal status of the Property, (8)
the compliance of the Property or its operation with any applicable codes, laws, rules, regulations,
statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or
restrictions of any governmental or quasi -governmental entity or of any other person or entity,
including, without limitation, environmental person or entity, including without limitation,
{00101348.2 2704-9499232 }
environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other
hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10)
the freedom of the Property from latent or apparent vices or defects, (11) peaceable possession of the
Property, (12) environmental matters of any kind or nature whatsoever relating to the Property, (13)
any development order or agreement, or (14) any other matter or matters of any nature or kind
whatsoever relating to the Property.
As used herein, the term "Hazardous Materials" means (i) those substances included
within the definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid
waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.,
the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33
U.S.C. §1321 et seq., as amended, and in the regulations promulgated pursuant thereto; (ii) those
substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by
the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic
substances" or "solid waste", (iii) such other substances, materials and wastes which are regulated, or
classified as hazardous or toxic, under applicable local, state or federal laws, ordinances or
regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated,
biphenyls, flammable explosives or radioactive materials.
15. Tax Rebate. Provided Buyer has been issued a Certificate of Occupancy for a
hotel on the Property prior to January 1, 2017, Seller will provide the Property a tax rebate from
municipal taxes through calendar year 2018.
16. Assignability. The Buyer shall not be entitled to assign this Contract without the
prior written consent of the Seller which approval shall not be unreasonably withheld. An
assignment to an entity owned and controlled by the principals of Buyer shall require the
approval of Seller, which approval shall not be unreasonably withheld.
17. Attorney's Fees and Costs. In the event any litigation or other controversy
arises out of this Contract, the prevailing party in such litigation or controversy shall be entitled to
recover from the non -prevailing party its reasonable attorney's fees, costs and expenses.
18. Default.
a. If Buyer fails to materially perform or observe any of the covenants, restrictions,
requirements and/or stipulations to be performed and/or observed by Buyer hereunder and such
failure to perform or observe is not cured within thirty (30) days after written notice thereof from
Seller to Buyer (or in the case of a default which cannot be cured in thirty (30) days, Buyer has
failed to commence curing the default within such thirty (30) day period), then, as Seller's sole
remedy, any deposits placed under this Agreement shall be delivered by the Escrow Agent to the
Seller as liquidated and agreed upon damages.
b. If Seller fails to materially perform or observe any of the covenants, restrictions,
requirements and/or stipulations to be performed and/or observed by Seller hereunder, and such
failure to perform or observe is not cured within thirty (30) days after written notice thereof from
Buyer to Seller, then at the option of the Buyer, any Deposit placed under this Agreement shall be
promptly returned by the Escrow Agent to the Buyer, together with all interest earned thereon.
19. Signs. Upon payment of the Nonrefundable Second Deposit Buyer shall have
the right at Buyer's expense to place and maintain reasonable signs in compliance with applicable
{00101348.2 2704-9499232 } 7
sign ordinances and regulations on the Property to assist Buyer in the proposed use of the
Property.
20. Broker Fees. The Buyer and the Seller acknowledge and agree that no real estate
brokers are involved in this transaction except for Hospitality Consultants Realty Services, Inc.,
("Broker"). The Broker has been engaged pursuant to a separate agreement with the Seller which
is subject to the approval of the Tamarac City Commission.
21. Time. Time is of the essence. If both parties have not executed this contract
within five days of each other it shall become null and void. If the time for performance of any
obligation ends on a holiday or weekend, the time period shall be extended until 5 PM of the next
business day.
22. Miscellaneous. This Contract shall bind and inure to the benefit of the parties
and their successors in interest. All notices required to be given under this Contract must be in
writing and must be made by personal delivery, a recognized courier service or certified mail,
return receipt requested, postage prepaid. There are no understandings or representations relied
upon in entering into this Contract except as written herein. No modification to or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the parties
intended to be bound by it. Venue for any action concerning this Contract shall lie in Broward
County, Florida. The parties waive the right to a trial by jury in any legal proceeding concerning
the Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day so
stated.
BUYER:
AD 1 GROUP, LLC, A FLORIDA
LIMITED LIABIrLITY COMPAN
By:_
Title:
SELLER:
CITY OF TAMARAC, A FLORIDA
MUNICIPAL CORPORATION
By: •¢l -erK
Title: C`N
(00101348.2 2704-9499232 )
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
100101348.2 2704-9499232 1
r �V -ado€L
;o a
� oLLv 3Efru o�Es �C� a
Uv
pp
J o
O W I .�--
m I'� 7 O
I/ I
gal c��
I
I ' L4 _ypll—
;WAa 4iee Face aieE e�c rs.jEnr
mi i ail I ���p e w r
I
i
I hol I 3m � � iY
d 1 2� _
oI�V v tqi e�I`�
;x ;X Y m osa ae.;..a .i ris a
o I ^Ibvp
w
y I byb � lai �u'Ww: away p .off., a a ' e
2 I �k'ee la w �o
-_______-' I s' aiExtrxxc e
pvcnem.F�cEnj r
� cuxe o- cumx nsaw�r maw r I �� mars �/ lad Fi � x.w. eca./�c � w 0 � �h 9 w.8
WEST LINE OF SECTION 9-49-41 " Y
N. W. 88th AVENUE gNago-`�gIH ow
la�
EXHIBIT B
PURCHASE PRICE PAYMENT OPTION"APPP"
In lieu of paying the Purchase Price, Buyer shall construct a new Clubhouse in accordance with
the scope of improvements (the "Renovation or New Construction Scope") as determined by
Seller. Buyer shall provide the Seller a Performance Bond and Payment Bond ("the "Bond") to be
executed and recorded in Broward County, in accordance with Florida Statutes 255.05 to assure
the construction of a new Club House Facility. The Bond shall be with a surety and with a format
consistent with Florida Statutes 255.05 and acceptable to the Seller in its sole discretion. It is
intended that the Bond will address the construction of a new facility including interior
improvements, exterior building improvements, and parking lot related improvements including
drainage and landscaping as further defined by the option selected by the Seller. The scope of the
new construction will be determined by Seller and shall include, but not be limited to:
a. A professional hospitality interior designer to be retained to implement the required
effect.
b. Expand the front door lobby into the porta cochere.
c. Add automatic front doors.
d. Resurface the entry lobby, ceiling, walls and floorings, including the elevator and
stairways.
e. All floors, walls and ceilings of the three function rooms to be adjusted to a more
contemporary design.
f. Upgrade lounge and bar area to include new exterior windows.
g. Update Pro Shop to incorporate golfing standards for today's golfing players.
h. Restrooms and locker room shower to be remodeled.
i. Improvements to the south side patio if necessary.
j. Improvements to mechanical utilities and kitchens based on recommendations from a
professional food operator.
(00101348.2 2704-9499232 ) 10