HomeMy WebLinkAboutCity of Tamarac Resolution R-2015-070Temp. Reso. # 12683
August 26, 2014
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2015-
`70
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA APPROVING AND AUTHORIZING THE
PROPER CITY OFFICIALS TO EXECUTE THAT CERTAIN
REAL ESTATE PURCHASE AND SALE CONTRACT FOR THE
PURCHASE OF REAL PROPERTY LOCATED AT NW 73"
TERRACE, TAMARAC, FLORIDA IN THE AMOUNT OF $36,000
ATTACHED HERETO AS EXHIBIT "A" AND INCORPORATED
HEREIN; PROVIDING FOR THE APPROVAL OF THE
CONTRACT AND AUTHORIZING THE PROPER CITY
OFFICIALS TO CONSUMMATE THE TRANSACTION
CONTEMPLATED BY THE CONTRACT FOR PURCHASE AND
SALE; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Tamarac adopted a Stormwater
Management Utility via Ordinance 93-24 on September 22, 1993; and
WHEREAS, the City of Tamarac desires to provides its residents with a safe,
operational, and well maintained Stormwater Management System; and
WHEREAS, the City of Tamarac has an extensive network of canals, lakes and
drainage system to management and control stormwater through the City; and
WHEREAS, it is necessary to acquire land and/or easements to access the
extensive canal system in the City of Tamarac; and
WHEREAS, the vacant property located at NW 73rd Terrace contains
Stormwater drainage pipes that lie outside of an existing Stormwater easement and access
to the canal network in the area; and
WHEREAS, it is the recommendation of the Director of Public Services and the
Director of Financial Services that the appropriate officials be authorized to execute the
Agreement for Purchase and Sale of Real Property
Temp. Reso. # 12683
August 26, 2014
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WHEREAS, the City Commission deems it to be in the best interests of the City
to approve and authorize the proper city officials to execute that certain Real Estate
Purchase and Sale Contract for the purchase of real property located at NW 73`d Terrace,
Tamarac, Florida.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF TAMARAC THAT:
SECTION 1. The foregoing "WHEREAS" clauses are true and correct and
hereby ratified and confirmed by the City Commission.
SECTION 2. The City Commission of the City of Tamarac, Florida hereby
approves and authorizes the proper city officials to execute that certain Real Estate
Purchase and Sale Contract for the purchase of real property located at NW 73`d Terrace,
Tamarac, Florida; a copy of the Real Estate Purchase and Sale Contract is attached hereto
as Exhibit "A".
SECTION 3. The City Commission hereby authorizes and directs the appropriate
City Officials to do all things necessary and expedient to effectuate the intent of this
Resolution.
SECTION 4. All resolutions inconsistent or in conflict herewith shall be and are
hereby repealed insofar as there is conflict or inconsistency.
SECTION 5. If any section, sentence, clause, or phrase of this resolution is held
to be invalid or unconstitutional by any court of competent jurisdiction, then said holding
shall in no way affect the validity of the remaining portions of this resolution.
SECTION 6. This resolution shall become effective upon its passage and
adoption by the City Commission.
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Temp. Reso. # 12683
August 26, 2014
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PASSED AND ADOPTED BY THE CITY C MMISS ON OF THE CITY OF
TAMARAC, FLORIDA THIS �1 w DAY OF a6 , 2015.
I HEREBY CERTIFY that I
have approved this
RESOLUTION as to form.
Jt4p` /
V +i
CIT ATTORNEY
CITY OF TAMARAC, FLORIDA
d-e
HARRY- DRES SLER, MAYOR
MAYOR DRESSLER
DIST 1: V/M. BUSHNELL
DIST 2: COMM. GOMEZ
DIST 3: COMM. GLASSER /
DIST 4: COMM. PLACKO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this 41
oto day of August, 2015
("Agreement") by and between the City of Tamarac, a Florida municipal corporation,
whose post office address is 7525 NW 88"' Avenue, Tamarac, Florida 33321 (hereinafter
referred to as "PURCHASER") and Little Wheel Enterprises, Inc., a Florida corporation,
whose post office address is 3300 N. Federal Highway, Suite 200, Fort Lauderdale, Florida
33306 (hereinafter referred to as "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:
1. DEFINITIONS.
The following terns when used in this Agreement for Purchase and Sale shall have
the following meanings:
1.1 Property. That certain vacant land located at 7300 NW 73'd Terrace,
Tamarac, Florida, 33321 (the "Property) which Property is more particularly described with
the legal description in Exhibit "A," attached hereto and made a part hereof.
1.2 Closing. The delivery of a General Warranty Deed to PURCHASER
concurrently with the delivery of the purchase price and other cash consideration to SELLER.
1.3 Closing Date. The Closing Date shall occur on or before Ten (10)
days after the expiration of the Inspection Period.
1.4 Deed. A General Warranty Deed, in its statutory form, which shall
convey the Property from SELLER to PURCHASER.
1.5 Earnest Money. The sum of One Thousand and 00/100 ($1,000.00)
Dollars has been delivered from PURCHASER to Escrow Agent pursuant to Section 2.1 set
forth herein.
1.6 Effective Date. The Effective Date ofthis Agreement shall be the date
upon its execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow
Agent.
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1.7 SELLER'S Address. Seller's mailing address is 3300 N. Federal
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Highway, Suite 200, Foit Lauderdale, Florida 33306.
1.8 PURCHASER'S Address. Purchaser's mailing address is 7525 NW
88"' Avenue, Tamarac, Florida 33321, with copy to Goren, Cherof, Doody & Ezrol, P.A.,
Attn: Donald J. Doody, Esq., at 3099 East Commercial Boulevard, Suite 200, Fort
Lauderdale, Florida 33308.
1.9 Other Definitions. The tenns 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 tenns "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, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property
previously identified on Exhibit "A" for the total Purchase Price of Thirty Six Thousand
Dollars and 00/100 ($36,000.00) Dollars and upon and subject to the terms and conditions
hereinafter set forth.
2.1 Earnest Money. Concurrently with the execution of this Agreement,
PURCHASER shall deposit and cause to be placed in an escrow account maintained by
Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") in the amount of One Thousand
($1,000.00) Dollars ("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 in accordance herewith. 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. At Closing, a copy of the closing statement signed by both
parties hereto shall be conclusive evidence of the SELLER'S right to receive the Earnest
Money deposit.
2.2 Balance of Purchase Price. PURCHASER shall pay the balance ofthe
Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by check or
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wire transfer of readily negotiable funds to an account identifed in writing by SELLER.
Property,
2.3 The Purchase includes:
(a) All buildings and improvements, if any, located on the
(b) All right-of-ways, alleys, waters, privileges, easements and
appurtenances which ate on or benefit all the Property;
(c) All right, title and interest, if any, of SELLER in any Property
lying in the bed of any public or private street or highway, opened orproposed, in front any of
the adjoining Property to the center line thereof. The sale also includes any right of SELLER
to any unpaid award to which SELLER may be entitled: (1) due to taking by condemnation
of any right, title or interest of SELLER and (2) for any damage to the Property due to change
of grade of any street or highway. SELLER will deliver to PURCHASER at closing or
thereafter on demand, proper instruments for the conveyance of title and the assignment and
collection ofaward and damages;
(d) To the extent transferable, all licenses, permits, contracts and
leases, if applicable, with respect to the property.
3. INSPECTIONS.
PURCHASER shall have thirty (30) days commencing on the Effective Date to
perform inspections of the property as the PURCHASER deems necessary ("Inspection
Period"). During the Inspection Period, PURCHASER shall, at PURCHASER'S sole cost
and expense, determine that utility services including water, waste water, 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 tithes during the Inspection Period,
PURCHASER and PURCHASER'S agents shall be provided with reasonable access during
normal business hours to the Property for purposes of on -site inspection, upon reasonable
prior Notice to SELLER. The scope of the inspection contemplated herein shall be
determined by the PURCHASER as deemed appropriate under the circumstances.
PURCHASER will provide written notice by snail or facsimile to SELLER and/or SELLER'S
counsel and receive an immediate refund of the Earnest Money deposit paid hereto in the
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event the PURCHASER determines that the Property is unsuitable during the Inspection
Period or proceed to Closing as set forth herein.
4. SELLER'S REPRESENTATIONS.
To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S 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. In that event, PURCHASER shall be provided immediate notice as to
the change to the following representations:
4.1 At all times from the Effective Date until prior to Closing SELLER
shall keep the Property (whether before or after the date of Closing) free and clear of any
mechanic's or rnateriahnen'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 attorneys 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 govermnental agency which would
affect (as to any threatened litigation, claim, action or proceeding in a materially adverse
fashion) the use, occupancy or value of the Property or any part thereof or which would
otherwise relate to the Property.
4.3 SELLER has full power and authority to enter into this Agreement and
to assume and perform SELLER'S 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,
CRA, board, bureau or instrumentality is necessary to make this Agreement a valid
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instrument binding upon the SELLER in accordance with its teens.
4.4 SELLER represents that SELLER will not, between the date of this
Agreement and the Closing, without PURCHASER'S prior written consent, which consent
shall not be unreasonably withheld or delayed, except in the ordinary course of business,
create by SELLER'S consent any encumbrances on the Property. For purposes of this
provision the term "encumbrances" shall mean any liens, claims, options, or other
encumbrances, encroachments, rights -of -way, leases, easements, covenants, conditions or
restrictions.
4.5 SELLER represents that there are no parties other than SELLER in
possession ofthe Property or any portion of the Property as a lessee.
4.6 SELLER shall not list or offer the Property for sale or solicit or
negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall
use SELLER'S 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 thirty (30)
day Inspection Period to the Closing Date.
4.7 To the best of SELLER's knowledge, Hazardous Materials (as defined
below) are not present at, in, on orunder the Property, any Site, or any part thereof. The Seller
has not received any notice of or information reflecting any violation of Environmental Laws
(as defined below) related to the Property or any Site (or any portion thereof) or the presence
or release of Hazardous Materials on or from the Property or any Site (or any portion thereof).
No clean up, investigation, remediation, administrative order, consent order, agreement or
settlement is in existence with respect to the Property or any Site, to the knowledge of
SELLER, is any such investigation, remediation, administrative order, consent order,
agreement or settlement threatened, planned or anticipated. The SELLER has not engaged in
or permitted any release, spill, generation, disposal, storage, or handling of any Hazardous
Materials on the Property, any Site, or any part thereof. There are no underground storage
tanks located on, in, or under the Property or any Site. The term "Environmental Law or
Laws" means the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended (42 U.S.C. 9601, et. seq.), the Hazardous Materials Transportation Act,
as amended (49 U.S.C. Appendix 1801, et. seq.), the Resource Conservation and Recovery
Act, as amended (42 U.S.C. 9601, et. seq.), and the Toxic Substances Control Act, as
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amended (15 U.S.C. 2601, et. seq.) and all other federal laws and regulations governing the
environment, including laws relating to petroleum and petroleum products, together with
their implementing guidelines, and all state, regional, county, municipal and other local laws,
regulations and ordinances that are equivalent or similar to the federal laws and regulations
recited above or that purport to regulate Hazardous Materials. The term "Hazardous
Materials" means, without limitation, any substance, material, waste, pollutant or
contaminant listed or defined as hazardous or toxic under any Environmental Law, including
without limitation, flammable, explosive or radioactive material, lead paint, asbestos, PCBs,
urea formaldehyde, medical waste, radioactive waste, mold, petroleum and petroleum
products or constituents, methane and any other toxic or hazardous material. SELLER will
give immediate oral and written notice to PURCHASER of SELLER's receipt of any written
notice involving a violation threat of violation or suspected violation of any Environmental
Law. Seller has no knowledge of any tenant or occupant at the Property who is storing any
Hazardous Materials at the Property or any Site.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing,
by delivery of a General Warranty Deed, title to the subject Property. PURCHASER shall,
within fifteen (15) days of the commencement of the Inspection Period, secure a title
insurance 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 commitment. The costs and expenses relative to the issuance
of a title commitment and an owner`s title policy shall be borne by the SELLER.
PURCHASER shall have ten (10) days from the date of receiving said
commitment to examine the title commitment. If PURCHASER objects to any exception to
title as shown in the title commitment, PURCHASER, prior to ten (10) days of expiration of
the Inspection Period, shall notify SELLER in writing specifying the specific exception(s) to
which it objects. 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 comr-nitment within ten (10) days after PURCHASER has
provided notice to SELLER. Within five (5) days after the expiration of SELLER'S time to
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cure any objection, SELLER shall send to PURCHASER a notice in writing (a "cure notice")
stating either (1) that the objection has been cured and in such case enclosing evidence of
such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such
objection. If SELLER shall be unable or unwilling to cure all objections within the time
period set forth in the preceding sentence, then PURCHASER may (a) tenninate this
Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice
specifying an uncured objection, in which event all instruments and monies held by the
Escrow Agent shall be immediately returned to PURCHASER; or (b) accept such title as
Seller is able to conveywith a reduction or abatement of the Purchase Price.
5.2. Survey and Legal Description. Within ten (10) days of the
commencement of the Inspection Period, PURCHASER at PURCHASER'S 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 ofan owners title insurance policy on
the Property. The survey shall be certified to PURCHASER and the title insurance company
issuing the title insurance.
In the event the survey shows any material encroachments, strips, gores, or
any portion of the land non-contiguous to any other portion of the Property or any other
matter materially affecting the intended use of the Property or marketability of title to the
Property (any such matter is herein called a "survey objection" and treated as a title defect),
PURCHASER shall have a period of fifteen (15) days after receipt of the survey by
PURCHASER within which to approve or disapprove any survey objection and to give
notice to SELLER of any disapproval thereof indicating in reasonable detail the nature and
reasons for PURCHASER'S objection. PURCHASER agrees that it will not arbitrarily or
unreasonably withhold its approval of any such survey objection and that PURCHASER will
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attempt to approve any such survey objection which does not affect the marketability of title
or materially interfere with PURCHASER'S use of the Property. In the event PURCHASER
provides a notice of disapproval of a survey objection to SELLER, the rights and obligations
of the parties respecting such survey objections shall be governed by Section 5.1 hereof such
that the parties shall have the same rights and objections as though such survey objection
objected to was a new exception to title which was discovered and objected to within the
contemplation of Section 5.1.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of PURCHASER'S
knowledge that all ofthe following are true and correct:
(a) PURCHASER has full power and authority to enter into this
Agreement and to assunr and perform all of its obligations hereunder.
(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) No action by any federal, state, municipal or other governmental
department, CRA, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon PURCHASER in accordance
with its terms and conditions.
All of the representations, warranties and covenants of PURCHASER contained in
this Agreement or in any other document, delivered to SELLER in connection with the
transaction contemplated herein shall be true and correct in all material respects and not in
default at the time of Closing, just as though they were made at such time.
7. CONDITIONS PRECEDENT TO CLOSING.
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Each of the following events or occurrences ("Conditions Precedents") shall be a
condition precedent to PURCHASER'S obligation to close this transaction:
(a) That the PURCHASER has not notified the SELLER that it has
deemed the property to be unsuitable for its intended purpose as a
result of the Investigations conducted on the Property during the
Inspection Period.
(b) SELLER has performed all covenants, agreements and obligations,
and complied with all conditions required by this Agreement to
convey clear and marketable title of the Property to PURCHASER,
prior to closing
S. RISK OF LOSS.
Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until
the deed described in Paragraph 5.1 hereof is delivered by SELLER to PURCHASER. In the
event any portion of the Property is destroyed, rendered unleaseable or dysfunctional by fire
or other casualty then the following shall apply.
(a) If the damage, as determined by the insurance adjuster, is not more
than Ten Thousand and 00/100 Dollars ($10,000.00): (i)
PURCHASER shall complete settlement and all insurance proceeds
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relating to the improvements damaged by such casualty loss shall be
paid to the PURCHASER, and (ii) SELLER shall assign to
PURCHASER on the date of Closing the full amount of any proceeds
payable under SELLER'S fire and extended coverage insurance policy
applicable to said danage;
(b) If the damage, as determined by the insurance adjuster, is more than
Ten Thousand and 00/100 Dollars ($10,000.00) DOLLARS,
PURCHASER shall have the option to (i) complete the settlement
hereunder and collect all available insurance proceeds relating to the
improvements damaged by such casualty loss, in which case SELLER
shall pay to PURCHASER on the date of Closing the full amount of
any deductible under SELLER'S fire and extended coverage insurance
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policy, or (ii) terminate this Agreement and receive a refund of entire
deposit and interest. SELLER warrants that it shall maintain until the
date of the Closing adequate "All Risk" property insurance; and:
(c) In the event the Property, or any portion thereof, is condenmed by any
governmental authority under its power of eminent domain or
becomes the subject of a notice of condemnation, prior to Closing,
PURCHASER may elect to terminate this Agreement, in which event
the entire deposit and interest shall be returned to PURCHASER and
neither party shall have any further claim against the other, or
PURCHASER may elect to complete settlement hereunder, in which
event SELLER shall assign to PURCHASER all of SELLER'S right,
title and interest in and to any condemnation awards, whether pending
or already paid applicable to the loss of the real property and the
improvements located thereon, and there shall be no adjustment to the
Purchase Price.
9. CLOSING DOCUMENTS.
At closing SELLER shall deliver to PURCHASER a General Warranty Deed, No
Lien/Gap Affidavit, Non -Foreign Certification in accordance with Section 1445 of the
Internal Revenue Code, 1099 Form and any other documents as listed as title requirements in
Schedule B-I of the Title Cornrnitment to assure the conveyance of good and marketable fee
simple title ofthe Property to the PURCHASER.
10. CLOSING COSTS, TAXES AND PRORATIONS.
10.1 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 Tax Collector's Office. In the
event that, following the Closing the actual amount of assessed real property tax on the
Property for the current year is higher than any estimate of such tax used for purposes of the
Closing the parties shall re -prorate any amounts paid or credited based on such estimate_ as if
paid in November. This shall survive the Closing.
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10.2 Seller's Closing Costs. SELLER shall pay for the following items prior
to or at the time of closing
a) Cost and expense related to providing marketable title as provided
herein,
b) Documentary Stamps on the deed as provided under Chapter 201,
Florida Statutes.
10.3 Purchaser's Closing Costs. PURCHASER shall pay for the
following items prior to or at the time of Closing:
a) Costs associated to appraisals, survey, environmental reports
(phase I and phase 11).
b) Recording fees of the Warranty Deed and any other instrument as
required to be recorded in the Public Records.
c) Title Update and Ownefs Title Insurance Policy
11. CLOSING DATE AND PLACE.
The Closing will take place on or before the expiration of ten (10) days subsequent to
the expiration date of the Inspection Period at the law offices of Goren, Cherof, Doody &
Ezrol, P.A located at 3099 E. Cbmmercial Blvd., Suite 200, Fort Lauderdale, Florida 33308.
12. DEFAULT.
In the event of a default by SELLER, PURCHASER shall have the election of the
following remedies, which shall include the return of the earnest money, and accrued interest
as liquidated damages or equitable relief to enforce the terms and conditions of this
Agreement either through a decree for specific performance or injunctive relief.
If the PURCHASER shall fail or refuse to consummate the transaction in accordance
with the terms and provisions of this Agreement, all monies on deposit and interest earned on
the deposit shall be immediately forfeited to SELLER as agreed upon liquidated damages and
PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue
of such default. SELLER'S sole and entire remedy shall be restricted to retention of the
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deposit.
13. CONTINGENCIES. PURCHASER'S obligations under the Agreement is
contingent upon the following.
(a) That the PURCHASER is fully satisfied with its due diligence investigation
conducted during the investigation period.
(b) The conveyance of clear and marketable title to the puperty.
(c) That the enviiomnental audit is satisfictory and acceptable to the F JRCHASER.
(d) That the City Commission of the City of Tamarac approves and authorizes the
transaction and this Ageement.
14. REAL ESTATE COMMISSION.
Seller hereby represents and warrants to PURCHASER that SELLER has not
engaged or dealt with any agent, broker or finder in regard to this Agreement or to the sale
and purchase of the Property contemplated hereby. SELLER hereby indemnifies
PURCHASER and agrees to hold PURCHASER free and harmless from and against any
and all liability, loss, cost, damage and expense, including but not limited to attorneys' fees
and costs of litigation both prior to and on appeal, which PURCHASER shall ever suffer or
incur because of any claim by any agent, broker or finder engaged by SELLER whether or
not meritorious, for any fee, commission or other compensation with respect to this
Agreement or to the sale and Purchase of the Property contemplated herein.
15. ENFORCEABILITY.
If any provision in this Agreement shall be held to be excessively broad, it shall be
construed, by limiting and reducing it, to be enforceable to the extent compatible with
applicable law. If any provision in this Agreement shall, notwithstanding the preceding
sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect
any other provision of this Agreement.
16. NOTICE.
All written notices shall be deeimd effective if sent to the following places:
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PURCHASER: City of Tamarac
7525 NW 88t" Ave.
Tamarac, Florida 33321
Attn: Mark Mason, Director of Financial Services
With Copy to: Donald J. Doody, Esq.
GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida 33308
Tel: (954) 7714500
Fax: (954) 7714923
SELLER: Little Wheel Enterprises, Inc.
3300 N. Federal Highway
Suite 200
Fort Lauderdale, Florida 33306
Attn: William J. Rotella, President
With a Copy to: Ronald Mastriana, Esq.
Mastriana & Christiansen
1500 N. Federal Highway, Suite 200
Fort Lauderdale, Florida 33304-1432
Tel: 954-566-1234
Fax: 954-564-0222
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ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Coinmercial Boulevard, #200
Fort Lauderdale, Florida 33308
17. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue shall be
in the Federal or State Courts in Broward County, Florida.
18. ASSIGNABILITY. PURCHASER may assign this Agreement.
19. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are
merged in this Agreement. This Agreement completely expresses their full agreement.
20. 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.
21. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors and
assigns of SELLER and PURCHASER.
22. 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.
23. 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
(00090112.1 2704-9499267 )
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proceedings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates indicated above:
PURCHASER:
City of Tamarac a Florida municipal corporation
T
�i1 irV � 1
Signed
SELLER:
Little Wheel Enterprises, Inc., a Florida
corpor do
e
B :William J. Ro
Title: President
Signed on:
ESCROW AGENT
Accepted and Agreed to:
GOREN, CHEROF, DOODY & EMOL, P.A.
(00090112.1 2704-9499267 )
Signed on:
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EXHIBIT "A"
LEGAL DESCRIPTION
Parcel A of HEATHGATE FIRST ADDITION, according to the Plat thereof, recorded
in Plat Book 73, Page 33, of the Public Records of Broward County, Florida.
Folio No. 494103 081270
(SUBJECT TO VERIFICATION BY SURVEY TO BE OBTAINED BY
PURCHASER)
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