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HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-054Temp. Reso. # 12489 May 20, 2014 Page 1 of 2 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2014 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 7200 N. UNIVERSITY DRIVE, TAMARAC, FLORIDA; 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 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 7200 N. University Drive, Tamarac, Florida. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct, and are incorporated herein by this reference. All exhibits attached hereto are incorporated herein and made a specific part of this resolution. 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 7200 N. University Dr., Tamarac, Florida; a copy of the Real Estate Purchase and Sale Contract is attached hereto as Exhibit "A". 1 Temp. Reso. #12489 May 20, 2014 Page 2 of 2 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 Section 4: All resolutions inconsistent or in conflict herewith shall be and are hereby repealed insofar as there is conflict or inconsistency.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 such 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. PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THIS DAY OF , 2014. ATTEST: PATRICIA TEUF CITY CLERK CITY OF TAMARAC FLORIDA nF TAMA HARRY DRESSLER. MAYOR iABLISHE INIft OWN • • 196 ; � "OftO WAL ••' 0 -Z' RECORD OF bm�'� -9'••. .••' COMMISSION VOTE: C 0 UW MAYOR DRESSLER DIST 1 * COMM BUSHNELL I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMUEL S. GOREN ITY ATTORNEY 2 . DIST 2: VICE MAYOR GOMEZ DIST 3: COMM. GLASSER DIST 4: COMM. PLACKO Execution Copy AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between the City of Tamarac, a Florida municipal corporation (hereinafter referred to as "PURCHASER") and Piccadilly Restaurants, LLC, a Delaware Limited Liability Company (hereinafter referred to as "SELLER"). W I T N E S S E T H In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. The following terms when used in this Agreement shall have the following meanings: 1.1 Property. That certain unimproved real property located in the City of Tamarac, Florida (the "Property"), more particularly described as follows: Parcel A, PICCADILLY CAFETERIA, according to the plat thereof as recorded in Plat Book 115, Page 37, of the Public Records of Broward County, Florida. 1.2 Closing Date. The Closing Date shall occur on or before Ten (10) days subsequent to the expiration of the Inspection Period, as more fully set forth in Section 12 of this Agreement. 1.3 Deed, A Special Warranty Deed, in its statutory form, which shall convey the Property from SELLER to PURCHASER. 1.4 Earnest Money. The sum of Fifty Thousand and 00/100 ($50,000.00) Dollars delivered as escrow deposit from PURCHASER to Escrow Agent, pursuant to Section 2.1 set forth herein. 1.5 Effective Date. The Effective Date of this Agreement shall be the date upon its execution by the last of either the SELLER or the PURCHASER. 1.6 SELLER'S Address. SELLER'S mailing address 4150 S Sherwood Forest Blvd., Baton Rouge, LA 70816. th 1.7 PURCHASER'S Address. PURCHASER'S mailing address is 7525 NW 88 Avenue, Tamarac, Florida 33321, Attention: Mark Mason, Director of Financial Services, with copy to Donald J. Doody, Esquire, Goren, Cherof, Doody & Ezrol, P.A., at 3099 East Commercial Boulevard, Suite 200, Florida 33308. 1.8 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. 1 Execution Copy 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 of One Million Two Hundred Thousand and 00/100 $1,200,000.00) Dollars (USD) and upon and subject to the terms and conditions hereinafter set forth. 2.1 Earnest . 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") the amount of Fifty Thousand and 00/100 ($50,000-00) Dollars ("Earnest Money"). 2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the Purchase Price ($1,150,000.00) to SELLER, through Escrow Agent, at Closing by wire transfer of immediately available funds. 3. INSPECTIONS. PURCHASER shall have through 5:00 p.m. (prevailing eastern time) on the sixtieth (60th) day after the Effective Date to perform inspections of the Property as the PURCHASER deems necessary ("Inspection Period"). During the Inspection Period, PURCHASER shall, at its 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 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 to SELLER. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. PURCHASER agrees to indemnify and hold SELLER harmless from any losses, claims, costs, and expenses, including reasonable attorneys' fees, which may result from or be connected with any acts or omissions of PURCHASER, its representatives, agents, consultants, and/or contractors, during inspections that are done on the Property in connection with PURCHASER'S due diligence. PURCHASER'S indemnity obligation in the previous sentence shall survive the expiration or termination of this Agreement for nine g (9) months. This Agreement is contingent upon PURCHASER, at PURCHASER'S sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit. PURCHASER shall obtain the prior written consent of SELLER, which consent may not be unreasonably withheld, before PURCHASER performs or causes to be performed any invasive testing on the Property including, without limitation, a Phase II Environmental Assessment. If PURCHASER determines that the Property is unacceptable to PURCHASER, PURCHASER shall have the right to terminate this Agreement by providing SELLER with a notice of termination prior to the expiration of the Inspection Period. Upon receipt of PURCHASER'S cancellation notice, Escrow Agent shall promptly refund the Earnest Money to PURCHASER and the parties shall have no further rights or obligations pursuant to this Agreement, an except for or indemnity obligations or other matters that expressly survive this Agreement. Within Y five (5) days after the Effective Date, SELLER shall provide PURCHASER with the following information relating to the Property which is in the SELLER'S possession, custody or control (and which was generated at the request of SELLER or obtained by SELLER as owner of the Property): all surveys, building plans, title documents, topographical maps, soil borings reports, traffic studies, environmental reports, site planning concepts, permits, leases, project approvals, property tax bills. 4. PURCHASER'S RELIANCE ON ITS INVESTIGATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION b OF THIS AGREEMENT AND THE WARRANTIES OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED: N Execution Copy 4.1 THE PROPERTY WILL BE SOLD ON AN "AS -IS, WHERE -IS, AND WITH ALL FAULTS" BASIS. PURCHASER, FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, ACCEPTS ALL FAULTS OF THE PROPERTY WHETHER KNOWN OR UNKNOWN, PRESENTLY EXISTING OR THAT MAY HEREAFTER ARISE. PURCHASER, FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OR AS TO, CONCERNING OR WITH RESPECT TO (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (ii) THE INCOME TO BE DERIVED FROM THE PROPERTY, (iii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREFROM, (iv) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (v) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (vi) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPOR.A.TED INTO THE PROPERTY, (vii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (viii) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, (ix) SERVICE OF THE PROPERTY BY WATER, POWER AND/OR ANY OTHER UTILITY, (x) THE ZONING OF THE PROPERTY OR (xi) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. 4.2 UPON CLOSING, PURCHASER, FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, WILL BE DEEMED TO ACCEPT THE PROPERTY IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVE, DISCHARGE, AND RELEASE SELLER PARTIES FROM ANY AND ALL CLAIMS IN CONNECTION WITH THE PROPERTY RESULTING FROM VIOLATIONS BY PURCHASER, ITS REPRESENTATIVES, AGENTS, CONSULTANTS, AND/OR CONTRACTORS, OF ANY ENVIRONMENTAL LAWS, ORDINANCES, STATUTES, CODES, RULES, REGULATIONS, JUDGMENTS, RULINGS, ORDERS AND DECREES, OR THE LIKE, ENACTED, PROMULGATED, OR DECREED BY THE UNITED STATES, THE STATES, THE COUNTIES, THE CITIES OR ANY OTHER POLITICAL SUBDIVISIONS PROPERLY EXERCISING JURISDICTION OVER THE PROPERTY. 4.3 UPON CLOSING, PURCHASER, FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT (I) PURCHASER WAS GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND THAT PURCHASER RELIED SOLELY ON PURCHASER'S OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, AND (II) ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ALL INFORMATION CONTAINED IN ANY PROPERTY INFORMATION PACKAGE PREVIOUSLY MADE AVAILABLE TO PURCHASER BY SELLER AND WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATIONS OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. PURCHASER FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, FURTHER REPRESENTS THAT PURCHASER IS AWARE OF ALL LAWS, ORDINANCES Execution Copy AND REQUIREMENTS AFFECTING THE USE, CONDITION, AND OWNERSHIP OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE ZONING AND LAND USE REGULATIONS. 4.4 UPON CLOSING, PURCHASER FOR ITSELF AND ITS ASSIGNS AND TRANSFEREES, AND ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER WILL BE DEEMED TO FULLY AND IRREVOCABLY RELEASE SELLER PARTIES FROM ANY AND ALL PRESENT OR FUTURE CLAIMS AGAINST SELLER PARTIES FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS REGARDING THE IMPROVEMENTS, OR ANY PART THEREOF, LOCATED ON THE PROPERTY. 4.6 Survival. SELLER and PURCHASER acknowledge that the purchase price to be paid by PURCHASER to SELLER for the Property reflects that the Property is being sold subject to the provisions of Sections 4.1 through 4.4, inclusive, of this Agreement, and SELLER and PURCHASER agree that the provisions of Sections 4.1 through 4.4, inclusive, of this Agreement shall survive indefinitely any closing or termination of this Agreement and shall not be merged into the closing documents. 5. SELLER'S REPRESENTATIONS. , SELLER represents and warrants to PURCHASER as follows: 5.1 "Knowledge" as used in this Agreement shall mean the actual knowledge of Thomas J. Sandeman, President of SELLER. 5.2 SELLER has no actual Knowledge of any pending litigation, claim, action or proceeding against SELLER arising out of the ownership of the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof. 5.3 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. 5.4 SELLER represents that it will not, between the Effective Date and the Closing, except in the ordinary course of business, create or cause ay encumbrances on the Property unless required by law, ordinance, rule, regulation, order, or existing document to which SELLER is bound, or the like. 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. 5.6 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 2 Execution Copy 5.7 SELLER shall not negotiate any offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Inspection Period to the Closing Date. All of the representations, warranties and covenants of SELLER contained in this Agreement delivered to PURCHASER in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time. SELLER shall provide immediate notice to PURCHASER as to any changes to the above representations. Seller's representation in this Section shall survive for six (6) months after the Closing. 6. EVIDENCE OF TITLE. 6.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by delivery of a Special Warranty Deed, title to the subject Property subject only to the Permitted Exceptions (defined herein). PURCHASER shall, within ten (10) days of the commencement of the Inspection Period, secure a title insurance commitment for title insurance for the Property issued by a title insurance underwriter approved and selected by PURCHASER for the Property. The costs and expenses relative to the issuance of a title commitment and an owner's title policy (and lender's policy, if applicable) shall be borne solely by the PURCHASER. 6.2 Objections to Title; Cure. PURCHASER shall have ten (10) days (the "Title Objection Period") from the date of receiving said commitment to examine the title commitment and any survey and to notify SELLER of any objections to title that could have been raised through the Title Objection Period ("Title Objections"). SELLER shall notify PURCHASER within ten (10) days after SELLER receives the Title Objections, which, if any, Title Objections SELLER will attempt to cure. PURCHASER may make further examinations of title and may object to matters of title arising after the earlier of the last date of the Title Objection Period or the date of the title commitment and until the Closing ("Subsequent Title Objections"). Within three (3) days (or by the Closing) after SELLER receives the Subsequent Title Objections from PURCHASER, SELLER shall notify PURCHASER which, if any, Subsequent Title Objections SELLER elects to cure. SELLER shall have through the Closing to cure the Title Objections or Subsequent Title Objections it elects to cure.. Within three (3) days prior to closing, SELLER shall send to PURCHASER a notice indicating the status of SELLER'S attempts to cure the Title Objections or Subsequent Title Objections SELLER elected to cure. If SELLER shall be unable or unwilling to cure all Title Objections or Subsequent Title Objection it elected to cure, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER, in which event all instruments and monies held by the Escrow Agent shall be immediately returned to PURCHASER; or (b) proceed to close the transaction contemplated herein, without a reduction in the purchase price, despite the uncured Title Objections or Subsequent Title Objections. SELLER'S unwillingness or inability to cure Title Objections or Subsequent Title Objection shall not constitute a breach of this Agreement or a default hereunder. 6.3 Survey and Legal Description. Within ten (10) days of the commencement of the Inspection Period, PURCHASER at its own expense shall order a survey prepared by a registered land surveyor or engineer licensed in the State of Florida showing the boundaries of the land, 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.. The survey and legal description shall be prepared and certified by a surveyor licensed and registered in the State of Florida 0 Execution Copy 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 Land. The survey shall be certified to PURCHASER and the title insurance company issuing the title insurance. 6.4 "Permitted Exceptions" include any (i) Title Objections or Subsequent Title Objections which are not timely objected to by PURCHASER, (ii) Title Objections or Subsequent Title Objections which are waived or deemed waived by PURCHASER, (iii) matters of record not objected to by PURCHASER. 7. PURCHASER'S REPRESENTATIONS. PURCHASER hereby represents and warrants to the best of its knowledge that all of the following are true and correct: 7.1 PURCHASER has full power and authority to enter into, execute, and deliver this Agreement and to assume and perform all of its obligations hereunder. 7.2 ' Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in a breach of, or default under, any agreement to which PURCHASER is a party or by which the Property is bound, or (ii) violate any restrictions to which PURCHASER is subject. 7.3 The execution and delivery of this Agreement and the performance by PURCHASER of the obligations hereunder have been duly authorized by the pertinent governmental authorities in compliance with Chapter 166 of the Florida Statutes, the City of Tamarac Charter and Code of Ordinances, as may be required, and no further action or approval is required in order to constitute this Agreement as a binding obligation of the PURCHASER. 7.4 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 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. Purchaser's representation in this Section shall survive for six (6) months after the Closing 8. CONDITIONS PRECEDENT TO CLOSING. Each of the following events or occurrences ("Conditions Precedents") shall be a condition precedent the closing of this transaction: 8.1 PURCHASER'S Conditions. a) SELLER has performed all covenant, agreements and obligations, and complied with all conditions required by this Agreement; b) All of SELLER'S representations and warranties made in this Agreement shall be true and correct in all material respects as of the Closing and SELLER shall have performed in all material respects all of its covenants and other obligations under this Agreement; and c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as C Execution Copy of the Closing which restrains or prohibits the transfer of the Property or the consummation of any other transaction contemplated hereby. 8.2 SELLER'S Conditions. a) PURCHASER has deliver all document required by this agreement; b) PURCHASER, paid the Earnest Money and the balance of the purchase price to Escrow Agent pursuant to this Agreement, Escrow has agreed, in writing, to deliver to SELLER at the Closing the purchase price, plus or minus applicable prorations and/or adjustments as provided in this Agreement, in immediately available funds; c) All of PURCHASER'S representations and warranties made in this Agreement shall be true and correct in all material respects as of the Closing and PURCHASER shall have performed in all material respects all of its covenants and other obligations under this Agreement; and d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the transfer of the Property or the consummation of any other transaction contemplated hereby. 9. CONTINGENCIES. PURCHASER'S closing obligation under this Agreement is also contingent upon the City Commission of the City of Tamarac authorizing the transaction contemplated by this Agreement (which authorization is dependent, in part, on the City Commission of the City of Tamarac receiving two (2) acceptable appraisals on the Property). 10. RISK OF LOSS. If, after Effective Date but before closing, the Property is damaged by fire or other casualty, or both, cost of restoration is an obligation of SELLER. 11. CLOSING DOCUMENTS. At closing, SELLER shall deliver to PURCHASER a Special Warranty Deed, Bill of Sale, if applicable, Owner's Affidavit, Non -Foreign Certification in accordance with Section 1445 of the Internal Revenue Code, 1099-S Form, and any documents reasonably required by the title insurer. At closing, PURCHASER shall deliver to Escrow Agent or SELLER, as applicable: a wire transfer in the full amount of the balance of the Purchase Price in accordance to Section 2 of this Agreement; an executed itemized settlement/closing statement prepared in connection with the Closing to be reasonably agreed upon by the parties; documentation reasonably required by SELLER'S counsel showing that PURCHASER has the authority to enter into this Agreement and to execute and deliver the Closing documents contemplated herein and to accept title to the Property; and any other documents, instruments or certificates reasonably required to be delivered to consummate the transaction contemplated hereby. 12. CLOSING COSTS, TAXES AND PRORATIONS. 12.1 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'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. 7 12.2 the time of closing: Execution Copy Seller's Closing, Costs. SELLER shall pay for the following items prior to or at a) Any costs related to remedying Title Objections Objections; and Subsequent Title b) Documentary Stamps of the Special Warranty Deed as Chapter 201, Florida Statutes; c) SELLER'S attorneys' fees and costs; and d) Broker fees and costs. provided under 12.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at the time of Closing: a) All fees, costs, and expenses associated with PURCHASER'S due diligence, including, without limitation, the fees, costs, and expenses incurred in connection with any appraisals, survey, environmental reports (phase I and phase II), consultants; b) Recording fees of the Special Warranty Deed and any PURCHASER'S loan related documents (and any associated fees or costs concerning the recordation of any lender's documents); c) Title insurance premium for the owner's title insurance policy and any endorsements (and any lender's title insurance policy, if applicable)) on the Property; and d) PURCHASER' S attorneys' fees and costs. 13. CLOSING DATE AND PLACE. The Closing shall take place on or before Ten (10) days after the expiration of the Inspection Period at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. The Closing will be an escrow closing for SELLER. 14. DEFAULT. In the event of default of this Agreement by SELLER, PURCHASER shall have the election of the following remedies, which shall include the return of the Earnest Money 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 with Escrow Agent 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 (it being understood and agreed that any SELLER indemnity obligations stated to survive shall survive termination of this Agreement). SELLER'S sole and entire remedy shall be restricted to retention of the Earnest Monet. In the event of any willful default or intentional or knowing misrepresentation by SELLER or PURCHASER, then in addition to the foregoing remedies, either party shall be entitled to recover from the other party such non -defaulting party's reasonable attorneys' fees and reasonable out-of-pocket costs and expenses incurred in connection with this transaction. 15. BROKER: SELLER represents and warrants that SELLER has not dealt with any broker or other finder other than William R. Strauss ("Strauss") of CBRE, Inc. ("CBRE", and together with Strauss, collectively and each of them, "Broker") in connection with the sale to PURCHASER of the Execution Copy Property. SELLER will indemnify and hold harmless PURCHASER from and against any and all claims, loss, liability, cost and expenses (including reasonable counsel fees) resulting from any claims that may be made against PURCHASER by any broker or person, including, without limitation, Broker, claiming a commission, fee or other compensation from PURCHASER by reason of this transaction, if such claim arises by or on account of any act of SELLER or SELLER'S representatives. PURCHASER represents and warrants that neither PURCHASER nor any of its affiliates or any of their respective directors, officers, partners, managers or members have dealt with anyone acting as broker, finder, financial advisor or in any similar capacity in connection with this Agreement or any of the transactions contemplated hereby. PURCHASER shall indemnify, defend and hold harmless SELLER from any and all claims, actions, liabilities, losses, damages and expenses, including reasonable attorneys' fees and disbursements, which may be asserted against or incurred by SELLER arising from a breach of PURCHASER's representation contained in this Section 15. The indemnity obligations of SELLER and PURCHASER contained in this Section 15 shall survive the Closing. . 16. ENFORCEABILITY. 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. 17. NOTICE. Any and all notices, requests, demands, deliveries, or communications required to be given to another party under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by a nationally recognized overnight carrier that guarantees next day delivery and provides a receipt, (iii) United States first class certified mail, return receipt requested. Any notice or delivery shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Rejection or other refusal to accept, or inability to deliver because of change of address of which proper notice was not given under this Agreement to the other party, shall be deemed to be receipt of the notice, request, demand or communication. Either party may change its address for notice from time to time by delivery of at least ten (10) days prior written notice of such change to the other party hereto in the manner prescribed herein. PURCHASER: City of Tamarac th 7525 NW 88 Avenue Tamarac, Florida 33321 Attn: Michael Cernech, City Manager Telephone: With Copy to: Donald J. Doody, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tel: (954) 771-4500 SELLER: Piccadilly Restaurants, LLC 4150 S Sherwood Forest Blvd Baton Rouge, LA 70816 Attention: Thomas J. Sandeman Telephone: (225) 296-8369 With a Copy to: Gordon, Arata, McCollam, Duplantis & Eagan, LLC One American Place 301 Main Street, Suite 1600 9 Execution Copy Baton Rouge, Louisiana 70801-1916 Attention: Peter A. Kopfinger, Esq. Telephone: (225) 381-9643 Notice to Peter A. Kopfinger, Esq. shall not be deemed notice to Seller ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Attention: Donald J. Doody, Esquire Telephone: (954) 771-4500 18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida. The parties agree to submit to personal jurisdiction in the Circuit Court in and for Broward County, Florida, in any action or proceeding arising out of this Agreement. 19. 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. 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. BUSINESS DAY. The term "Business Day" means Monday through Friday inclusive, excluding legal holidays. If any date or deadline set forth in this Agreement occurs on a day other than a Business Day, the date or deadline shall automatically be extended to the next Business Day. 22. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided for in this Agreement, there are no third party beneficiaries of this Agreement and thus, no provision of this Agreement is intended or shall be construed to confer upon or to give any person other than the Parties to this Agreement, any rights, basis for reliance, or remedies under or by reason of this Agreement, or to create a cause of action for enforcement thereof. 23. SUCCESSORS. This Agreement shall be finding upon and inure to the benefit of the parties and their respective executors, administrators, successors and permitted assigns. 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be taken to be an original, but all of which, when taken together shall constitute one and the same Agreement. Notwithstanding Section 17 of this Agreement, a fully executed copy of this Agreement may be delivered to the other party by email, or similar transmission technology and such copies shall have the same force and effect as the original. If the parties to this Agreement deliver this Agreement by means of email, or similar transmission technology, then each party to this Agreement shall follow such delivery with originals of this Agreement to the other parties to this Agreement by overnight carrier for next day delivery. 25. LITIGATION COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all costs and expenses 10 Execution Copy incurred, including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. [End of Text, One Signature Page Follows] 11 Execution Copy IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated above: WITNESSES: WITNESSES: J ESCROW AGENT Accepted and Agreed to: GOREN, CHEROF, DOODY & EZROL, P.A. By: Donald .I. Doody SELLER: PICCADILLY RESTAURANTS, LLC, a Delaware limited liability company Title: President Signed on: PURCHASER: CITY OF TAMARAC, a Florida municipal corporation By��. i� any Dressler Title: Mayor Signed on: 4,4A Signed on: Execution Copy EXHIBIT A Parcel A. PICCADILLY CAFETERIA, according to the plat thereof as recorded in Plat Book 115, Page 37, of the Public Records of Broward County, Florida. Folio No. 4941-03-29-0010