HomeMy WebLinkAboutCity of Tamarac Resolution R-2013-093Temp. Reso. # 12398
September 111 2013
Page 1 of 2
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2013-- V3-
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 9399 WEST
COMMERCIAL BOULEVARD, 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 9399 West
Commercial Boulevard, 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 9399 West
Commercial Boulevard, 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hereby repealed insofar as there is conflict or inconsistency.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.
Temp. Reso. # 12398
September 11, 2013
Page 2 of 2
SECTION 6. This resolution shall become effective upon its passage and
adoption by the City Commission.
PASSED AND ADOPTED BY THE CITY C I N OF THE CITY OF
TAMARAC, FLORIDA THIS DAY OF , 2013.
0
T-_
PATRICIA
CITY CLERK
I HEREBY CERTIFY that I
have approved this
RESOLUTION as to form
t.11 1 Cx 1 1 <Jltl'I li 1
C
B ETH TALAB IS
IIs
MAYOR TALABISCO
DIST 1: COMM. BUSHNELL
DIST 2: COMM. ATKINS-GRAD
DIST 3: COMM. GLASSER
DIST 4: V/M. DRESSLER
USING THIS FORM
IT IS STRONGLY SUGGESTED THAT YOU PRINT THIS PAGE
FOR REFERENCE WHILE FILLING OUT THIS FORM.
B E F 0 R E U B E G I N' F It, 1-, 1 N G T f] I S VO RN I LFA,, E
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SNI-OTE DAT,-� TO YOUR T N
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This electronic form has been designed to guide you through filling out the various fields
when writing an offer.
The form is locked so that you cannot change the form itself; however, there are fillable
fields throughout. The fillable fields:
• Appear light blue on your screen
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each field
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TABLE OF CONTENTS
REAL ESTATE PURCM4LSE AND SALE CONTRACT
Sectionl........................................................................................................................ Sale and Purchase 1
Section 2 .............................. Purchase Price; Earnest Money 1
Section3..........................................................................................................Title Commitment; Survev
Section
4.................................................................................................. Representations and Warranties
3
Section
5 ..................... Furnishing of Infomiation; Feasibility
Inspection Period; Condition to Closina.
4
Section6......................................................................................................................................... Closing 6
Section7......................................................................................................................................... Notices 10
Section8............................................................................................................................... Commissions 10
Section9......................................................................................................................................... Assigns I I
Section10.......................................................................................................................... Governing Law 11
Section11.................................................................................................................................... Remedies 11
Section1 ?........................................................................................................... Condemnation/Casualty 1
If -
Section 13...................... Entire A ueement; Interpretation; Severabilitv; A ttorney's Fees; Counterpart;
..............................................................................
emorandunn of Agreement-, Time is of the Essence 14
Section 14.................................................................................... 1 _
.Disclaimer, Waiver/Release of 5
.. -
Section l 5........................................................................................................Otter Only; Effective Date 18
Section 16............. .......... pp 19
................................................... ....... Conditioned Upon Committee Approval
Section 17......................................................................... Prospective Leases); Reimbursement Period 19
Section18..................................................................................................................Prohibited Purchaser ".
Section 19 ........................................................................................................................ �Q
. Confidentiality
Section 2U.............................................................. p � ?(3
Personal Pro etrty; Personal ldentif inC7 Information
Section 21............................................................State Specific Attachments
...........................................
Section 22......................................................................................... Disclosures Regardingthe Property
Exhibit "A" - Legal Description
Exhibit "B" - Survey Instructions
Exhibit "C" - Farm of Deed
Exhibit "D" - Purchaser Eligibility Certificatioil
Exhibit "E" - Confidentialitygreement
Exhibit "F" - Inventory of Personalty to be Conveyed (if any)
Attachment " " Other Environmental Matters
I2
22
REAL ESTATE PURCHASE AND SALE CONTRACT
This Real Estate: Purchase And Sale Contract (this "Contract") is entered into by and
between the Federal Deposit Insurance Corporation ( the "FDIC"), [check one] I ✓ ] as Receiver for
First East Side Savings Bank Case Number 104610002-26 [ ] in its corporate
capacity ("Seller"), and City of Tamarac , [check one]
[ I an individual I./ ] a Florida Municipal Corporation
("Purchaser").
Section 1. Sale and Purchase. Seller hereby agrees to sell and convey to Purchaser without
warranty, except as set forth in the Deed ( hereinafter defined), and Purchaser hereby agrees to purchase
and accept from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and
conditions herein set forth;
(a) that certain tract or parcel of land situated in Broward
County, Florida
commonly known as 9399 W Commercial Boulevard, Tamarac
and described in Exhibit "A"
attached hereto and incorporated herein for all purposes, together with all rights and appurtenances
pertaining thereto, including, but not limited to, any right, title and interest of Seiler in and to adjacent
streets, alleys or rights -of -way ( the "Land")-, and
(b) any buildings and other improvements situated on the Land, together with all fixtures and
other property attached thereto (hereinafter collectively called the "Improvements"). The Land and the
Improvements, if any, are hereinafter collectively called the "Property."
Section 2. Purchase Price; Earnest Money.
(a) The purchase price ( the "Purchase Price") for which Seller agrees to sell and convey the
Property to Purchaser, and which Purchaser agrees to pay to Seller, subject to the terms hereof, is the
amount of TWO MILLION FIFTY THOUSAND
AND NOII 00 DOLLARS ($ 2,050,000 ), which shall be paid by wired
hinds, cashier's or certified check at Closing (hereinafter defined). Additionally, if any personal
property is to be conveyed hereunder, as provided for in Section 20 hereof, Purchaser shall pay Seller at
Closing the amount of S 10 for such personalty, over and above the Purchase Price.
(b) Concurrently with the execution hereof, Purchaser has delivered to [check one] I I Seller a
cashier's or certified check payable to Seller [ ✓ ] the Settlement Agent (as hereinafter defined in Section
6.(a)) a cashier's or certified check payable to the Settlement Agent in the; amount of
$102,500 as earnest money hereunder (the: "Earnest Money"). The Earnest Money check
shall immediately be presented for payment and the Earnest Money shall be deposited u1 a non -interest
bearino- account and applied to the Purchase Price at Closing. In the event of default hereunder, the
Earnest Money shall either be retained by Seller or refunded to Purchaser in accordance with the
provisions of this Contract.
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(c) Purchaser has delivered to Seller concurrently herewith, Purchaser's check in the amount of
one hundred dollars ($100.00) (the "Option Fee"), which sum the parties bargained for and agreed to as
consideration for the exclusive right to purchase the Property pursuant to the terms hereof. The Option
Fc,-c is in addition to and independent of any other consideration or t)avmen.t provided in this Contract, is
A .1
not refundable, and shall be retained by Seller notwithstanding any other provision of this Contract.
Section 3. Title Conuiiitment; Survey.
(a) Within fifteen (15) days after the EtTective Date (hereinafter defined) of this Contract, Seller
shall deliver or cause to be delivered to Purchaser the following:
(i) a con-miltment for title insurance (the "Title Commitment") issued by
First American Title Insurance Company (as selected by Seller in its sole
discretion., the "Title Company;" provided, however, if the Property is of a residential nature
designed principally for the occupancy of from one to four families, the Title Company will be
selected and agreed upon by Purchaser and Seller), addressed to Purchaser, covering the
Property and binding I issue to the Title Company to Purchaser at Closing a Standard Form
Owner Policy of Title Insurance (the "Title Policy") in the amount of the Purchase Price, with
Such Title Commitment setting forth the status of the title of the Property and showing all liens,
claims, encumbrances, easements, rights -of -way, encroachments, reservations, restrictions and
any other matters of record affecting the Property. The Title Commitment shall provide that the
survey exception may be modified in the Title Policy, at Purchaser's sole cost and expense, to
except "shortages in area" only;
(ii) a true and legible copy of all recorded documents referred to in the Title
Cornmitment as exceptions to title to the Property, and
(111) a currently dated and certified boundary survey of the Property (the "Survey")
.1
containing the information and meeting the requirements of the Survey Instructions attached
hereto as Exhibit "B" and incorporated herein for all purposes. The legal description of the
Property contained in the Survey, if (A) different from the description contained in Exhibit "A"
hereto, and (B) approved by Seller, may, in Seller's sole discretion, be substituted for the legal
description of the Property contained in Exhibit "A", and this Contract shall be deemed
amended thereby,, without the necessity of the parties hereto executing any further amendment
to this Contract. The Survey and certification thereof may be a re-certi fi cation of a prior survey
of the Property if such survey otherwise conforms to the requirements of Exhibit "B."
Notwithstanding o the foregoing, if Purchaser, for whatever reason, requires that the Survey
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Requirements for ALTA/ACSM Land Title Surveys,,' effective February 2 3 ), 2.0 11, then (1) any
additional costs necessary to satisfy that requirement shall be borne solely by Purchaser, and (11)
in no event shall the satisfaction of such requirement delav Closino, or extend the time fran-ies
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set forth in this Section 3. Moreover, Purchaser shall have no right under Section 3.(b) hereof to
olaject to any item shown as a result of imposing the ALTAjACSM reglrlirements on the Survey
that would not have been shown thereon but for such requirements.
(b) Purchaser shall have ten (10) days from the receipt of the information referred to in Section
3.(a) hereof to examine the same and to specify to Seller in writing those items which Purchaser finds
objectionable. If Purchaser does not deliver to Seller a written notice specifying such items within ten
(10) days after the receipt by Purchaser of the information referred to in Section 3.(a) hereof, then all of
the items reflected on the Title Commitment and the Survey shall be deemed to be permitted exceptions
to title of and to the Property ("Permitted Exceptions"). Moreover, (1) all items referenced hereinbelow
in Section 6.(b)(1)(E) as the standard printed exceptions to the Title Policy, and (ii) anv and all title
matter(s) waived or deemed waived by Purchaser pursuant to Section 3.(c)(1i) hereinbelow, shall be
deemed Permitted Exceptions.
(c) If Purchaser objects to any item set forth on the Title Commitment or the Survey in the
manner required by Section 3.(b) hereof, Seller shall use reasonable efforts to cure such matters before
Closing, but shall have no obligation to expend any sums to do so. If at any time prior to Closing, as it
may be extended by Seller in its sole discretion as provided in Section NO hereinbelow, Seller notifies
Purchaser in writing that it can not or will not cure any such matters, Purchaser shall have the right,
exercisable within five (5) days from receipt of such notice, to either (1) ternminate this Contract by
written notice: thereof to Seller, in which event the Earnest Money shall be returned to Purchaser, and
thereafter neither party hereto shall have any further rights or obligations under this Contract, or (ii)
waive such matters and proceed to Closing, without any reduction in the Purchase Price. If Purchaser
fails to timely deliver the written notice of termination provided for in Section 3.(c)(1) above, Purchaser
shall be deemed to have; waived all such matters in accordance with Section 3.(c)(10 above for all
purposes.
Section 4. Representation and warranties. Purchaser and each of the persons executing this
Contract on behalf of Purchaser hereby represent and warrant to Seller as follows:
(a) If Purchaser executes this Contract as a corporation, limited liability company, partnership,
or joint venture, (i) Purchaser is a duly authorized and existing (A) corporation or lI _11 ed liability
company, as the case may be, in good standing, ( B),partnership, or (C) joint venture; (ii) Purchaser is
qualified to do business in Florida
(iii) Purchaser has full right and authority to enter into this
Contract and to consummate the transaction contemplated herein; (iv) each of the persons executing
this Contract on behalf of Purchaser is authorized to do so; and (v) this Contract constitutes a valid and
legally binding obligation of Purchaser, enforceable in accordance with its terms.
(b) If Purchaser executes this Contract as a corporation, limited liability company,
partnership,
or joint
venture,
Purchaser
shall
deliver
to Seller,
as soon as possible
and
in no
event
later than fifteen
(15)
days
prior to Closing,
documentation
evidencing
the
matters set forth
in
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Section 4.(a) above, including, without limitation, corporate or partnership resolutions
authorizing the transaction contemplated herein. Purchaser's failure to timely comply with the
provisions of this Section 4.(b) shall be a default under this Contract and, as such, shall be
governed by the provisions of Section l L(a) hereinbelow.
(c) There are no material legal or administrative proceedings pending or, to the best of
Purchaser's knowledge, threatened against or affecting Purchaser.
(d) In addition to the foregoing, Purchaser shall perform, execute, and deliver or cause to be
performed, executed, and delivered at Closino, or after Closing, any and all further acts, deeds, and
assurances as Seller or the Title Company may reasonably require to consummate the transaction
contemplated herein.
Section 5. Furnishing of Information; Feasibility Inspection Period; Condition to Closine.
(a) Subject to the provisions of this Section 5 and Section 14 hereinbelow, Seller hereby agrees
to furnish the information described in Section 5.(c) hereinbelow to Purchaser as set forth therein, and
to allow Purchaser and Purchaser's agents reasonable access to the: Property during regular business
I" --
hours during the Inspection Period (hereinafter defined) for the purpose of inspecting the .Property;
provided, however, that the costs and expenses of Purchaser's inspection shall be borne solely by
Purchaser, and in the event the transaction contemplated by this Contract does not close for any reason,
Purchaser shall (1) notwithstanding any other provision of this Contract to the contrary, remain solely
liable for the payment of such costs and expenses, and (ii) deliver to Seller copies of all tests, reports,
inspections, and analyses conducted by Purchaser with respect to the Property. All information
furnished by Seller to Purchaser in accordance with this Section 5 or obtained by Purchaser in the
course of its inspection shall be subject to Section 19 hereinbelow. Notwithstanding the foregoing,
(A) Purchaser will give Seller reasonable notice; of Purchaser's intention to enter upon the Property;
(B) Purchaser must obtain written approval from Seller before Purchaser conducts any sampling,,
testing, or analysis of any media on or inspection of the Property, including, in Seller's discretion,
the execution of a property access agreement for those purposes; and (C) Seller may require that a
representative of Seller accompany Purchaser or its agents while they are on the Property. Any
sampling, testing, or analysis of any medial on or inspection of the Property performed or caused to
be performed by Purchaser shall not unreasonably interfere with the use and occupancy of the
Property by Seller or Seller's tenants, if any. Purchaser shall and does hereby release, indemnify, and
hold Seller harmless, and Purchaser shall defend Seller ( with counsel acceptable to Seller), from and
against any liabilities, claims, demands, or actions incident to, resulting from., or in any way arising out
of any such sampling, testing, analysis, or tilspection, or any entry by or on behalf of Purchaser onto the
Property. The obligations of Purchaser set forth in this Section 5.(a) shall survive Closing (or,
notwithstanding), any other provision of this Contract to the contrary, the earlier termination hereof) and
not be merged therein.
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(b) Purchaser shall have a period of thirty ( 30 ) days from the Effective
Date, expiring at 5:00 P.M. according to the time zone applicable at the: location of the Property, within
which to examine the Property and to conduct its inspection and analysis thereof (the "hispection
Period"). If Purchaser determines, at any time prior to the expiration of the Inspection Period, that the
Property is not fit for Purchaser's intended use, then Purchaser may terminate this Contract by written
notice thereof to Seller within the Inspection Period, in which event the Earnest Money shall be
returned to Purchaser, and thereafter neither party hereto shall have any further rights or obligations
under this Contract. Purchaser's feasibility study may include a determination of, and Purchaser has
been advised by Seller to perform all steps necessary to determine, whether any Hazardous Materials
(hereinafter defined) or other substances known or suspected to pose a threat to health or the
environment have been disposed of or otherwise released on or to the Property or whether any
Environmental Matters (hereinafter defined) exist on or within any portion of the Property. If Purchaser
does not indicate its disapproval of the Property by such written notice of termination given to Seller
prior to the expiration of the Inspection Period, the conditions of this Section 5 shall be deemed
satisfied. Moreover, Purchaser's failure to so indicate disapproval of the Property shall, in addition to
the provisions of Section 14 hereinbelow, relieve Seller of any liability to Purchaser as a result of any
Environmental Matters or Hazardous Materials (or both) subsequently discovered on or related to the
Property, and at Closing Purchaser shall accept and assume all liability therefor, as between Seller and
Purchaser, and Purchaser shall perform all remedial actions to clean up and remove such Environmental
Matters or Hazardous Materials (or both), and Purchaser shall and does hereby inden-mify and hold
Seller harmless from and against any liabilities, claims, demands, or actions incident to, resulting from,
or in any way arising out of the presence of any such Environmental Matters or Hazardous Materials
(or both). The obligations of Purchaser under this Section 5.(b) shall survive Closing and not be
merged therein.
(c) This Section 5.(c) only applies if there are Improvements situated on the Land. Seller
agrees to furnish to Purchaser the following information as soon as practicable after the: Effective Date,
but in any event within ten (10) days after the Effective Date:
(1) copies of such operatingo- statements as Seller possesses reflecting any gross rental
income and operating exi)enses for the number of months (not to exceed twelve) preceding] the:
date hereof during which Seller owned the Property;
(i i) copies of any Leases (hereinafter defined) or Service Contracts ( hereinafter def-uled );
and
oil) copies ofsuch plans, drawings and specifications (including "as built" plans and
drawings, if any) as Seller possesses with regard to the, Improvements.
(d) Upon satisfaction of the conditions specified in Sections 3.(b) and 3.(c,) herein, as well as
this Section 5, without the ternlrnation of this Contract by Purchaser or Seller, Purchaser shall be
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deemed obligated to close the transaction set forth in this Contract and Purchaser may not thereafter
terminate this Contract hereunder.
Section 6. CIos1I1�.�.
(a) The closing of the sale of the Property by Seller to Purchaser ( "Closing") shall occur on the
first business day following the expiration of ten (10 ) days from and after the
expiration of the Inspection Period as defined in Section >.(b) hereinabove (the "Closing Date"). The
Closing shall occur at Seller's offices or, at Seller's option, at the offices of the Title Company or a
closing attorney designated by Seller in its sole discretion (either of which, in that role, the
"Settlement Agent"'}. Notwithstanding the foregoing, Seller shall Have the; right, in its sole discretion,
to extend Closing for a period up to ninety (90) days from the Closing Date, as it may deem necessary
for the resolution of title problems.
(b) At Closing, the following shall occur:
(i) Seller shall deliver or cause to be delivered to Purchaser the following:
(A) evidence satisfactory to the Title Company that the person or persons
executing this Contract and the closing documents on behalf of Seller have full right,
power and authority to do so;
(B) a special warranty deed substantially in they form of Exhibit "C" attached
hereto and incorporated herein for all purposes (the "Deed"), executed and
acknowledged by Seller and conveying the Property to Purchaser, sLI ject only to the
Permitted Exceptions and the other matters set forth herein;
(C) if applicable under Section 2.0 hereof, the Bill Of Sale;
(D) an assignment and assumption of any Leases and Service: Contracts (the
"Assio- invent and Assumption") assigiling and transferring to Purchaser without
warranty by or recourse against Seller, Seller's interest in and under any and all ( l )
tenant leases in force on the Closing Date covering the Property or any portion thereof
(the; "Lease's"), together with all rentals and other payments arising therefrom oil and
after the Closing Date, and (?) contract agreements in force on the Closing Date with
respect to the operation, maintenance and use of the Property ( the "Service Contracts"),
together with all rights and obli^ations arising thereh-one on and after the Closing Date,
(E) the Title Policy, issued in the full amount of the: Purchase: Price (premium
cost allocated as provided hereinbelow), Insuring fee simple indefeasible title to the
Property in Purchaser., subject only to the Permitted Exceptions, Including, without
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limitation, the standard printed exceptions contained in Schedule B thereof; provided
however, (1) the standard exception as to restrictive covenants shall be deleted in its
entirety (unless recorded restrictive covenants are specified as or deemed to be
Permitted Exceptions, in which event the recording information thereof shall be listed
under such exception), (2) the standard exception as to survey may be limited to
"shortages in area" only, at Purchaser's option and sole expense, and (3) the standard
exception as to rights of parties in possession may be limited to rights of tenants in
possession as tenants under any presently effective unrecorded and recorded leases;
provided further, however, delivery of the Title Policy may be delayed in order to allow
the Title Company to insert recording information as to documents recited therein which
must be recorded at Closing; and
(F) a non-forei&ni affidavit stating, under penalty of perjury, that Seller is not a
"foreign person" within the meaning of § § 1445(f)(3) and 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and codified at 26 U.S.C. §§ 1445(f)(3) and
7701(a)(30).
(ii) Purchaser shall deliver or cause to be delivered to Seller the following binds and
documents:
(A) wired funds or a cashier's or certified check made payable to the order of
Seller, at Seller's option, in the amount of the Purchase Price, due credit being given for
the Earnest Money and any security deposits actually in the possession of and retained
by Seller in accordance with Section 6.(d) herelnbc:low, together with such additional
funds as may be necessary to cover Purchaser's share of the closing costs and prorations
hereunder, and, if applicable, the amount set forth in Section 20 hereof for the
personalty to be conveyed hereunder; and
(B) if applicable, the Assignment and Assumption, executed by Purchaser,
whereby Purchaser assumes all of Seller's rights and obligations under any Leases and
Service Contracts.
(i i i) if there are any Leases covering all or any portion of the Property,
(A) Seller and Purchaser shall execute a tenant notification letter to each tenant
ofthe Property individually (the "Tenant Notification Letter"), and Purchaser shall,
within forty-eight (48) hours following the Closing, cause the Tenant Notification Letter
to be (1) with respect to tenants from whore Seller does not actually have in its
possession a secLirity deposit, as set forth in the Rent Roll Affidavit (hereinafter defined)
rLygUired by Section 6.(b)(1i i)(B) hereinbelow, hand delivered to each tenant or affixed to
each tenant's main or front door, and (?) Nvith respect to tenants from whom Seller does
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actually have in its possession a security deposit, as set forth in the Rent Roll Affidavit,
deposited in the United States mail, addressed to each such tenant, postage prepaid and
certified with return receipt requested. Each Tenant Notification Letter required by
Section 6. (b)(i i i)(A)(?) here i nabove shall acknowledge that Purchaser has received and
is responsible for such tenant's security deposit and specify the exact dollar amount
thereof.
Within forty-eight (48) hours of delivery of the Tenant Notification Letters, Purchaser
shall provide Seller a copy of each such Tenant Notification Letter, together with an
affidavit referencing same in Form satisfactory to Seller, stating that Purchaser has
delivered such letters to each tenant of the Property in accordance with this Contract and
in compliance with the provisions
of any applicable state
statutes.
The provisions of
this Section 6.(b)(iii)(A)
shall
survive Closi g and
not
be
merged
therein'-
and
(B) Seller shall execute a rent roll affidavit (the "Rent Roll Affidavit") setting
forth that, to the best of its knowledge and belief, the rent roll attached thereto is a true,
correct and complete listing of the Leases, including the premises covered thereby, the
date to which rent has been paid, the: name of the tenant, the rental and other charges
payable thereunder, and the amount of each security deposit, if anv, actually in the
possession of Seller, from each tenant.
(iv) Seller and Purchaser shall cause to be delivered to the Title Company suC11 other
documents as may be reasonably necessary and appropriate to complete the Closing of the
transaction Contemplated herein.
(c) The provisions of this Section 6.(c) shall survive Closing and not be merged therein.
Proration and payment of property tares and other proratable items shall be as follows:
(1) At Closing, all normal and customarily proratable items, including, without
limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents
and ether expenses and tees payable under any Leases, prepaid and accrued but unpaid
expenses incurred in connection with the operation or maintenance of the Property,
including, without limitation, all utilities servicing the Property and the costs and expenses
under any Service Contracts, and any dues and assessments of home or Condominium
owners' associations, shall be prorated between Purchaser and Seller as of the Closing? Date,
Seller being charged and credited for all of same up to such date and Purchaser being charged
and credited for all of same on and after such date. If the tax assessments for the year of
Closing have not been made, then the proration of all ad valorem taxes and assessments
Assessed against the Property shall be based upon the prior year's assessments. No
prorations shall be made in relation to rents not collected as ofthe Closing Date. but Purchaser
shall make a commercially reasonable attempt to collect the same for Seller's benefit after
1-DIC Standard !.! I orm Real l-stttte Pur�:ha e And Sale (. ontnict - f ;toy: ti
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RCNAScci 04,14 11
Closing, but shall not be required to initiate legal proceedings in such attempt, and such
collections, if any, shall be accounted for beNveen Purchaser and Seller on the Reconciliation
Date (hereinafter defined).
(ii) On the first business day immediately prior to the day which is sixty (60)
days after the: Closing Date, or such other date as may be agreed upon in writing by Seller and
Purchaser in order to have in hand the tax assessments for the Property for the year of Closing
or for any other reason (in any event, the "Reconciliation Date"), Seller hereby agrees to cause
to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a
payment in an amount which reflects (i) net adjustments to the prorations made at Closing under
Section 6.(c)(i), above, including, without limitation, (a) any and all rents delinquent and unpaid
on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting
from any tax abatements on the Property for the year of Closing resulting from a challenge
brought by either party hereto and the costs or expenses incurred by the challenging party in
that regard, and (ii) any costs and expenses incurred by Purchaser under Section 20.(b)(ii)
hereof:
(iii) In the event the Property has been assessed for property tax purposes at such rates
as would result in reassessment (i.e., "roll -back" taxes) based upon a change in land usage or
ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall
and does hereby indemnify and save Seller harmless from and against all claims and liability for
such taxes.
(iv) Any security deposits actually in the
possession of Seller,
as determined
by Seller in
its sole and absolute discretion notwithstanding any
provisions of the
Lease(s), shall
be retained
by Seller and credited against the Purchase Price.
Seller will have no responsibili ,
for
security deposits not held by Seller at Closilig.
Further, Seller will
be credited at
Closing
with the amount of any and
all
deposits
held on
behalf of Seller by
utility companies with
respect to the Property.
(d) Upon completion of the: Closing, Seller shall deliver to Purchaser possession of the Property
free and clear of all tenancies of every kind and parties in possession, except for tenants entitled to
possession under any Leases, and except for any Service Contracts. Purchaser shall and does hereby
indemnify and hold Seller harmless, and Purchaser shall defend Seller (with counsel acceptable to
Seller), from and against all claims, demands, and actions made or brought by any tenants under any
Leases or by any vendors, suppliers, or tradespeople providing goods and services to the Property under
any Set -vice Contracts or otherN ise. The obligations of Purchaser set forth In the immediately
preceding sentence shall surx'R,e Closing and not be ni ru d therein.
(c) Purchaser shall pay for the cast of (i) recording the Deed, (ii) any financing obtained by
Purchaser in connection with its purchase: of the: Property pursuant hereto, (i i i) any documentary stamp
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1
taxes, deed taxes, transfer taxes, intangible taxes, mortgage taxes, or other similar taxes, fees, or
assessments, (iv) services incurred by Purchaser in performing its feasibility study and related tests and
investigations, (v) to the extent of one-half (1 / -) of said cost, the Title Company's escrow fee, the Title
Commitment, and the Title Policy, and (vi) causing the Survey to meet the requirements for an
ALTA/IA.CSM land title survey, if applicable, as set forth in Subsection I(a)(iii)(1) hereinabovc:.
Notwithstanding anything to the contrary contained herein, if the transaction contemplated herein does
not close for any reason
other than the default of Seller,
then
in addition
to the other charges to be paid
by Purchaser hereunder,
the full cost of the Survey shall
also
be paid by
Purchaser.
(f) Seller shall. pay for the cost of (i) preparing the Deed, (ii) the; Survey (subject to Subsection
b.(e)(vi) and the last sentence of Section b.(e) hereinabove), and (iii) to the extent of one -halm (1 /2) of
said cost, the Title Company's escrow fee, the Title Commitment, and the Title Policy.
(g) Each party shall pay its own attorney's fees.
Section 7. Notices. Any notice provided or required to be given under this Contract must be in
writing and shall be served ( and shall be deemed to have been served) by (a) depositing same in the
United States mail, addressed to the party to be notified, postage prepaid and certified with return
receipt requested; (b) delivering the same to such party or agent of such party, in person or by
commercial courier; or (c) depositing the same into the custody of nationally recognized overnight
delivery service, addressed to the party to be notified. For purposes of notice, the addresses of the:
parties shall be as set forth in their respective signature blocks hcreinbelow. From time to time either
party may designate another address
for all purposes of this
Contract by giving
the
other party
no Less
than ten (10) days advance notice of
such change of address
in accordance with
the
provisions
hereof.
Section 8. Commissions. By a separate applicable listing agreement. Seller has agreed to pay a
real estate brokerage: commission (the "Commission") to the real estate agent specified therein
("Seller's Broker"). The Commission shall be payable at Closing only if and when the transaction
contemplated by this Contract actually closes and then only as and when Seller receives the: Purchase
Price. No Commission shall be paid if the transaction contemplated by this Contract is not completely
closed in accordance with the terms hereof. Seller's Broker may agree to divide commissions with any
other licensed real estate broker or salesman, but notwithstanding any such agreement for division of'
the Commission, Seller shall be fully protected in paying the entire Commission to Seller's Broker and
Seller shall have no obligation to any such other broker or salesman. Purchaser and Seiler each
represent and warrant to the other that, except as set forth above with respect to Seller's Broker, no real
estate: broker or agent has been authorized to act on such representing party's behalf. Purchaser
acknowledges that, at the time; or execution of this Contract, Seller's Broker advised Purchaser by this
writim4 that Purchaser should have the abstract coverin�ty the Property examined by an attorney of
Purchaser's own selection or that Purchaser should be furnished with or obtain a policy of title~
insurance.
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Section 9. AssigYlS. This Contract shall inure to the benefit of'and be binding on the parties hereto
and their respective heirs, legal representatives, successors, and assigns. Notwithstanding the
foregoing, Purchaser shall not have the right to assigns its interest in this Contract without the prior
written consent of Seller, which consent will not be unreasonably will- held, and any such assignment to
which Seller has not so consented shall be null and void and of no force or effect. Purchaser hereby
acknowledges and agrees that any request by Purchaser for Seller's consent to Purchaser's assignment of
its interest in this Contract, shall be in writing and shall be delivered to Seller, together with the
documentation required by Section 4.(b) hereinabove with regard to the proposed assignee, no
later than fifteen (15) days prior to Closing. Purchaser hereby further acknowledges and agrees that
any request for Seller's consent to Purchaser's assignment of its interest in this Contract (i) which does
not strictly conform to the requirements contained in the immediately preceding sentence will be denied
by Seller and any such withholding of such consent shall not be deemed to be unreasonable, and (ii)
shall be documented by an assiglu-nent and assumption of this Contract in form and substance
satisfactory to Seller in its sole discretion, including, without linutation, compliance by any such
assignee with the requirements of Sections 18 and 19 Hereof.
Section 10. Governli. THE VALIDITY, CONSTRUCTION, ENFORCEMENT,
INTERPRETATION, AND PERFORMANCE OF THIS CONTRACT SHALL BE
GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, ATND TO THE
EXTENT THAT STATE LAW WOULD APPLY UNDER APPLICABLE FEDERAL LAW,
THE STATE IN WHICH THE PROPERTY IS LOCATED.
Section 11. Remedies.
(a) if Purchaser defaults in the performance of its obligations hereunder or refuses or fails to
consUmmate the
purchase of the
Property
in accordance:
with
this Contract
for any
reason other
than
termination
hereof in accordance
with
a right
granted
to
Purchaser
hereunder to do
so, or breach by
Seller of its obligations hereunder. then Seller, as its sole and exclusive remedy, shall have the right to
terminate this Contract by giving Purchaser and the Title Company written notice thereof, in which
event neither party hereto shall have any further rights or obligations under this Contract except that
Seller shall be entitled to retain the Earnest Money as liquidated damages hereunder ( Seller and
Purchaser hereby acknowledging that the amount of damages resulting from a breach of this Contract
by Purchaser would be difficult or impossible to accurately ascertain). Notwithstanding the foregoing,
in the event of any other default by Purchaser under this Contract, Seller shall have any and all rights
and remedies available at law or in equity by reason of such default.
(b) It Purchaser terminates this Contract pursuant to and in accordance with a right `ranted to
Purchaser hereunder- to do so, absent Seller default, then neither party hereto shall have any further
rights or obligations Linder this Contract, and the Earnest INIoney� shall be returned to Purchaser by
Seller.
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(c) If Seller fails to perform its obligations hereunder or rehisc s or fails to consummate the sale
of the Property
in
accordance with
this
Contract for any reason
other
than
termination
hereof in
accordance
with
a
right
granted
to
Seller
hereunder to du so, or
breach by
Purchaser of its obligations
hereunder, then Purchaser, as its sale and exclusive remedy, shall have the right to terminate this
Contract by giving Seller and the Title Company written notice thereof, and thereafter neither party
hereto shall have any further rights or obligations under this Contract except that the Earnest Money
shall be returned to Purchaser by Seller, and, subject to (i) Purchaser's compliance with Sections 5.(a)(i)
and (ii) hereinabove, and (ii) Purchaser's submission to Seller, within sixty (60) days of termination of
this Contract pursuant to this Section 1 l .(c), of paid invoices (so marked) evidencing such compliance,
Seller shall reimburse Purchaser for its reasonable out-of-pocket expenses incurred in connection with
this transaction prior to such default up to the maximum amount of ONE THOUSAND AND NO/ 100
DOLLARS (S 1,000.00). In no event shall Seller be liable to Purchaser for any other actual, punitive,
speculative, or consequential damages, nor shall Purchaser be entitled to bring a claim to enforce
specific performance of this Contnct. Moreover, if Seller is in default of Seller's obligations hereunder
and Purchaser fails to exercise its right to terminate this Contract pursuant to this Section 11.(c) on or
prior to the Closing Date (as same may have been extended by Seller pursuant to Section 6.(a)
hereinabove), then this Contract shall expire by its own terms on the day following the Closing Date (as
same may have been so extended), and thereafter neither party hereto shall have any further rights or
obligations under this Contract except that Purchaser shall have the right to (A) the return of the Earnest
Money from Seller, and, subject to Purchaser's timely compliance with this Section 1 1.(c) with regard
thereto, (B) reimbursement by Seller of any documented out-of-pocket expenses incurred by Purchaser
in this transaction. not to exceed $1,000.00.
Section 1 ?. Condemnation/Casualty.
(a) If all or a substantial portion of the Property is condenuled or taken by eminent domain prior -
to Closing, Purchaser may, at its option, either (1) terminate this Contract by written notice thereof to
Seller within ten Q 10) days after Seller notifies Purchaser of the condemnation or taking, and receive the
immediate return of the Earnest Money, and thereafter neither party hereto shall have any further rights
or obligations under this Contract; or (ii) proceed to close the transaction contemplated herein in
accordance with the terms hereof, in which event Seller shall deliver to Purchaser at Closing any
proceeds actually received by Seller attributably; to the Property from such condemnation or eminent
domain proceeding, or assign to Purchaser at Closing any right Seller may have to any condemnation or
eminent domain award attributable to the Property, and there shall be no reduction in the Purchase
Price. If Purchaser fails to timely deliver written notice of termination as described in Section 12.(a)(i)
above, Purchaser shall be deemed to have elected to proceed in accordance with Section 1 ?.(a)(ii)
above. In no event shall any such condemnation or taking aloe rise to a claim by Purchaser against
Seller for breach of this Contract.
(b) if all or a substantial portion of the Property is damaged or destroyed by fire or other
casualty prior to Closing, Purchaser tray, at its option, either 60 terminate this Contract by writ -en
FINC Standard LF Forin Real 1� tatc: PL11'Chasc And Sale C onrt:ut - Page [
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notice thereof to Seller within ten (10) days after Seller notifies Purchaser of the casualty and receive
the immediate return of the Earnest Money, and thereafter neither party hereto shall have any further
rights or obligations under this Contract; or (ii) proceed to close the transaction contemplated herein in
accordance with the terms hereof, in which event. Seller shall, at its option, (A) deliver to Purchaser at
Closing any insurance proceeds actually received by Seller attributable to the Property from such
casualty, or (B) allow Purchaser at Closing a credit against the Purchase Price in the amount of such
casualty loss. If Purchaser fails to timely deliver written notice of termination as described in Section
12.(b)(1) above, Purchaser shall be deemed to have elected to proceed in accordance with Section
12.(b)(ii) above. In no event shall any such casualty give rise to a claim by Purchaser against Seller for
breach of this Contract.
(c) For the purposes of Sections 12.(a) and, it applicable, 12.(b) hereinabove, a "substantial
portion" of the Property shall be deemed to include any taking or casualty loss which damages the
Property to the extent of, or in an amount equal to, twenty percent (20%) or more of the Purchase Price
(and shall not include any taking or casualty loss of less than such percentage), or which materially
interferes with direct access to and from the Property to any public street. Notwithstanding anything to
the contrary contained in said Sections 12.(a) and 12.(b), in the event the proceeds payable with respect
to the Property as a result of any taking or casualty exceed the amount of the Purchase Price, Seller
shall have the right to terminate this Contract by delivering written notice thereof to Purchaser within
thirty (30) days after Seller becomes aware of the proceeds payable with respect to any such taking or
casualty, and in such event, neither party hereto shall have any further rights or obligations under this
Contract except that the Earnest Money shall be returned to Purchaser by Seller, and, subject to (i)
Purchaser's compliance with Sections 5.(a)(0 and (i i) hereinabove, and (ii) Purchaser's submission to
Seller, within sixty (60) days of tennination of this Contract pursuant to this Section 1?.(c), of paid
invoices (so marked) evidencing such compliance, Seller shall reimburse Purchaser for its reasonable
out-of-pocket expenses incurred in connection with this transaction prior to such termination up to the
maximum amount of ONE THOUSAND AND NOI100 DOLLARS (S 1,000.00). If any taking or
casualty loss is less than a substantial portion of the Property, Purchaser shall be obligated to proceed
with Closing, in which event Seller shall (A) with regard to any such taking, deliver to Purchases- at
Closing any proceeds actually received by Seller attributable to the Property from such taking, or assign
to Purchaser at Closing any right Seller may have to such proceeds, or (B) with regard to any such
casualty lass, at its option, (1) deliver to Purchaser at Closing any proceeds actually received by Seller
attributable to the Property from such casualty loss, or (2) allow Purchaser at Closing a credit against
the Purchase Prig in the amount of such casualty loss. I_n no event shall any such taking or casualty
loss give rise to a claim by Purchaser against Seller for breach of this Contract.
(d) If the Property is damaged prior to Closing and such damage creates an emergency requiring
immediate repair (prior to Purchaser's election under Section I -jb) hereinabove) in order to prevent
further damage to the Property, Seller may cause such repair(s) to be made in a timely manner and any
casualty proceeds paid as a result of such damage shall be used in paying the cost of such repair. Risk
FDIC Standard IT Form Real Fstme Purchase And Sale l._'ontriet - llaue 13
Idietormre,ale,ccgnti,ict 1 k- rec orh 04041 1 tinal.cloc
R visci040411
of loss or damage to the Property, or any part thereof, by fire or other casualty up until Closing shall be
borne by Seller and thereafter by Purchaser.
(e) Sections 12.(b) and (d) hereinabove only apply if there are Improvements situated on
the Land.
Section 13. Entire Agreement; .hiterpretation; Severabili , ; Attorney's Fees; Counterpart;
Memorandum of Agreement; Time is of the Essence.
(a) This Contract is the entire agreement between Seller and Purchaser concerning the sale of
the Property and supersedes all prior agreements and understandings, if any, with regard thereto, and no
modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on
either party unless reduced to writing and signed by the party to be bound.
N The parties acknowledge that each party and its counsel have reviewed and revised this
Contract, and the parties hereby agree that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of
this Contract or any amendments or exhibits hereto.
(c) hi case any one or more of the provisions contained in this Contract shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions hereof, and this Contract shall be construed as if such invalid,
illegal, or unenforceable provisions had never been contained herein.
(d) Should either party employ an at-torney or attorneys to enforce any of the provisions hereoff
or to recover damages for the breach of this Contract, the prevailing party in any final judgment shall be
entitled to recover from the other party (or parties) all reasonable costs, charges, and expenses,
including, without limitation, attorney's fees expended or incurred in connection therewith; provided,
however, that Seller's liability, if any, for court costs and attorney's tees, shall be determined in
accordance with the Equal Access to Justice Act, codified at 28 U.S.C. § 241 ? ( 006), to the extent
applicable, as well as any other applicable federal law.
(e) This Contract may be executed in any number of identical counterparts. If so executed, each
of such counterparts is to be deemed an original for all purposes, and all such counterparts shall
collectively constitute one agreement.
(f) In no event shall this Contract or any memorandum hereof' be recorded in the public records
of the place in which the Property is situated, and any such recordation or attempted recordation shall
constitute a breach of this Contract by the party responsible for such recordation or attempted
recordation.
FDW :Standard 11. FOrtn Real F'state Purchase And Sale Conn -act - 1'aure 14
tdid-Z) r iresalescontr ct _LF _record 0404 11 _tinako
Re%iced 04 04 11
(g) Time is of the essence in the per-formance of each party's obligations hereunder.
Section 14. Disclaimer; Waiver/Release of Claims.
(a) For the purposes or this Contract, the following terms shall have the definitions indicated:
( i ) "Environmental Law" shall mean any federal, state, or local laws, ordinances,
permits, or regulations, or any common law, regarding health, safety, radioactive materials, or
the environment, including, but not limited to, the following federal statutes: Clean Air Act (42
U.S.C. § 7401 et seq.) ("CAA"), Clean Water Act (42 U.S.C. § 1251 et seq.) ("CWA"),
Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) (►'RCRA"),
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601
et seq.) ( "CERCLA" ), Emergency Planning and Community Right -to -Know Act (42 U.S.C. §
11001 et seq.) ("EPCRA"), Safe Drinking Water Act (42 U.S.C. § 300f et seq.) ("SDWA"),
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) ("TSCA"), Endangered Species Act of
1973 (16 U.S.C. § 1531 et seq.) ("ESA"), Federal Insecticide, Fungicide and Rodenticide Act (7
U.S.C. § 136 et seq.) ("FIFRA"), and the; Occupational Safety and Health Act (29 U.S.C. § 651
et seq.) ("OSHA"), each as amended, and any regulations promulgated thereunder, guidances
and directives issued with respect thereto, or policies adopted by authority thereunder.
( ii) "Release" shall mean the discharge, disposal, deposit, injection, dumping, spilling,
leaking, leaching, placing, presence, pumping, pouring, emitting, emptying, escaping, or other
release of any Hazardous Material.
(ill) "Hazardous Material" shall mean: (A) any radioactive materials; (B) any substance
or material the transportation, storage, treatment, handling, use, removal, or Release of which is
subject to any Environmental Law; or (C) any substance or material for which standards of
conduct are imposed under any Environmental Law. Without limiting the L enerrality of the
foregoing, "Hazardous Materials" shall include:: asbestos and asbestos-containin(i materials
(Whether or not friable); urea -formaldehyde in any of its forms; polychlorinated biphenyls; oil,
used oil, petroleum products and their by-products; lead based paint; radon; and any substances
defined as "hazardous waste►', "hazardous substances", "pollutants or contaminants", "toxic
substances", "hazardous chemical", "hazardous air pollutants", or "toxic chemical" Linder the
CAA, CWA, RCRA, CERCLA, EPCRA, SDWA, TSCA, or OSHA, or any other
Environmental Lave,,.
(iv) "Environmental Matter" shall mean any of the following: (A) the Release orally
Hazardous )vlaterial on or at the Property or any other property; (lB) the migration of any
Hazardous Material onto or from the Property, (C) the environmental, health, or safety aspects
of the transportation, storage, treatment, handling, use, or Release, whether any of the foregoing
occurs on car off the Property, of Hazardous Materials In connection with the operations ter past
FLAC Standard 1+ Form Roai 1�slaw Purchase And Salc: C'ontrtct - Page 1;
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operations of the Property; (D) the violation, or alleged violation, of any Environmental Law,
order, permit, or license of or from any governmental authority, agency, or court relating to
environmental, health, or safety matters; (E) the presence of any underground storage tanks
("r 1ST(s)►') within the confines of the Property; (F) the presence of wetlands within the confines
of the Property; (G) the presence of any endangered species on, in, or around the Property; or
(H) the characterization of the Property as historical in nature in any way.
(v) "Released
Parties" shall
mean, collectively, all of the
following (to the extent
applicable):
(A) the
failed
financial
institution(s) through
which
Seller
or its predecessor
acquired its interest in the Property (the "Failed Financial Institution"); (B) the FDIC in any and
all of its various capacities; and (C) Seller and all of the directors, officers, employees, agents,
contractors, representatives, successors, and assi`ms of Seller and of each of the parties
referenced above in this Section l 4.(a)(v).
(b) Purchaser acknowledges that Seller has acquired the Property due solely to the failure of the
Failed Financial Institution, and consequently Seller has little or no knowledge of the condition of the
Property and the surrounding areas. ACCORDINGLY, PURCHASER ACKNOWLEDGES AND
AGREES THAT PURCHASER IS PURCHASING THE PROPERTY "AS -IS", "WHERE -IS
AND "WITH ALL FAULTS" AS OF THE DATE HEREOF AND AS OF THE CLOSING
DATE, AND PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES
CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF HABITABILITY,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT IT WILL INSPECT THE PROPERTY
AND PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE
PROPERTY IN ITS ACQUISITION THEREOF. SELLER SHALL HAVE NO OBLIGATION
HEREUNDER TO ALTER, REPAIR, OR IMPROVE THE PROPERTY.
(c) Purchaser acknowledges and agrees that Purchaser will not rely upon any (i) representations
or warranties (oral or written) made by or purportedly can behalf of Seller unless expressly set forth in
this Contract, or (ii) documents or other information (oral or written) supplied by or purportedly on
behalf of Seller. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
DOCUMENTS OR INFORMATION PROVIDED TO PURCHASER BY SELLER OR ON
SELLER'S BEHALF HAVE BEEN OBTAINED FROM A VARIETY OF SOURCES, HAVE
NOT BEEN INDEPENDENTLY INVESTIGATED OR VERIFIED BY SELLER, AND ARE
NOT TO BE RELIED UPON BY PURCHASER IN ENTERING INTO THIS CONTRACT OR
PURCHASING THE PROPERTY. SELLER NUKES NO EXPRESS REPRESENTATIONS
OR WARRANTIES, AND DISCLAI INIS ANY AND ALL IMPLIED WARRANTIES.,
CONCERNING THE TRUTH, ACCURACY, AND COMPLETENESS OF ANY
DOCUMENTS OR INFORNIATION SUPPLIED TO PURCHASER BY SELLER OR
ANYONE ACTING OR PURPORTING TO ACT ON SELLER'S BEHALF.
DJG Standard LP Funii !teal testate Purchase And Sale Contncl - hue 1 t,
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(d) EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS CONTRACT,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
CONCERNING ANY MATTERS INVOLVING THE PROPERTY. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, SELLER HEREBY AFFIRMATIVELY
DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
CONCERINING ANY OF THE FOLLOWING MATTERS:
(i) EXCEPT AS EXPRESSLY SET FORTH IN THE DEED TO BE DELIVERED
BY SELLER TO PURCHASER AT CLOSING, ANY MATTERS AFFECTING TITLE
TO THE PROPERTY;
(ii) THE COMPLIANCE OF THE PROPERTY OR ANY PORTION THEREOF
WITH ANY AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS,
ORDINANCES, PERMITS, RULES, REGULATIONS, OR REQUIREMENTS,
INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS;
THE SUITABILITY OR APPROPRIATENESS OF THE PROPERTY OR
ANY PORTION THEREOF FOR FUTURE DEVELOPMENT OR RENOVATION OR
FOR THE CONDUCT OF ANY USES OR ACTIVITIES THAT PURCHASER MAY
ELECT TO CONDUCT THEREON;
(iv) THE CONDITION OF THE PROPERTY OR ANY PORTION THEREOF;
(v) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, OR PHYSICAL
CONDITION OF ANY UTILITIES SERVING THE PROPERTY; OR
(vi) THE PRESENCE OR ABSENCE OF ANY ENVIRONMENTAL MATTERS.
(e) PURCHASER, FOR ITSELF AND ITS HEIRS, SUCCESSORS, AND ASSIGNS
AND ANYONE ELSE CLAIMING BY, THROUGH, OR UNDER PURCHASER, HEREBY
EXPRESSLY (i) `VAIVES THE CLAIMS AND CAUSES OF ACTION DESCRIBED BELOW
IN THIS SECTION 14.(e) (WHETHER OR NOT SUCH CLAIMS OR CAUSES OF ACTION
ARE KNOWN OR DISCOVERABLE AS OF THE DATE HEREOF), AND (ii) RELEASES
SELLER AND ALL RELEASED PARTIES, JOINTLY AND SEVERALLY', FROM ANY AND
ALL LIABILITY BASED IN WHOLE OR IN PART UPON ANY SUCH CLAIMS OR
CAUSES OF ACTION:
(A) CLAIMS OR CAUSES OF ACTION
BASED
UPON ANY
OF THE
MATTERS SET FORTH IN SECTIONS 14.(b),
(c), and
(d) I-IEREINABOVE;
AND
(B) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
CONTRACT, CLAIMS OR CAUSES OF ACTION BASED UPON ANY ACTUAL OR
4-DIC Standard LF I-oml Real Lstate Purchasc And Sale Contrio - Pa,-,c 1
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ALLEGED FAILURE BY SELLER TO SATISFY A DUTY TO DISCLOSE
INFORMATION TO PURCHASER CONCERNING THE PROPERTY, INCLUDING,
BUT NOT LIMITED TO, INFORMATION CONCERNING THE PRESENCE OF ANY
PATENT OR LATENT DEFECTS, DEFICIENCIES IN OR AFFECTING THE
PROPERTY, OR THE PRESENCE OF ANY PATENT OR LATENT
ENVIRONMENTAL MATTERS.
(f) Notwithstanding the intent of the parties hereto that the waiver and release provisions
contained in Section 14.(e) hereinabove bar all claims and causes of action by Purchaser and
Purchaser's heirs, successors, and assigns and anyone else claiming by, through, or under Purchaser,
should a court of competent jurisdiction deem otherwise, Purchaser hereby agrees that the presence of
the waiver and release provisions in said Section 14.(e) should serve as the overwhelming, primary
factor in any equitable apportionment of response costs under applicable federal, state, or local laws,
ordinances, or regulations.
(g) PURCHASER SHALL AND DOES HEREBY INDEMNIFY AND HOLD Seiler and all
Released Parties HARMLESS, jointly and severally, from and against all claims, demands, liabilities,
damages, losses, and expenses ( including cleanup or remediation costs, deficiencies, interest, fines,
penalties, court costs, and consultants' and attorneys' fees and disbursements) that Seller or any
Released Party suffers, incurs, or may potentially suffer or incur, as a result of any claims or causes of
action made or brought by any party other than Purchaser ( including, without limitation, any
governmental or quasi-(Yovemmental agency, instrumentality, or authority, or one or more private
parties) on the basis of any of the matters set forth in. Sections 14.(b), (c), (d), and (e) hereinabove.
(h) Purchaser acknowledges and agrees that the waiver and release: provisions contained in
Section 14.(e) hereinabove and the indemnification and hold harmless provisions contained in Section
14.(g) hereinabove were each an essential component of the consideration for they sale of the Property
hereunder.
(1) Purchaser acknowledges and agrees that Purchaser's sale recourse for claims or causes of
action of the nature described in Section 14.(e) hereinabove shall be to parties other- than Seller and all
Released Parties and that economic recovery may not be possible against some or all of such parties.
(j) EACH OF THE PRONJSIONS OF THIS SECTION 14 SHALL SUR%vJVE CLOSING
AND THE EXECUTION AND DELIVERY- OF THE DEED BY SELLER AND SHALL NOT
BE MERGED THEREIN.
Section 15. Offer Only; Effective Date. This Contract, until executed by each of the parties hereto,
is only an offer of the party first executing the same. Subject to the provisions at Section 16
hereinbelow, the: date of execution of this Contract by the latter of Purchaser or Seller shall be the
J
"Effective Date" hereof for all purposes. All reference's herein to the date of this Contract shall mean
the Effective Date.
FDI(-' Standard LF Farm Real Estate Furs lase And Sale Contract - Pa,-, 18
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Section 16. Conditioned Upon Comrittee Approval. This Contract, and Seller's obligations
hereunder, are expressly subject to and conditioned upon the approval hereof by Seller and its
appropriate review committee (tile "Committee"). In the event that, prior to Closing, the Committee has
not approved this Contract, considering guidelines used to facilitate the sale of property owned by
Seller, as amended from time: to time, this Contract shall be null and void and the Earnest Money shall
be returned to Purchaser by Seller, the Option Fee shall be retained by Seller, and thereafter neither
Purchaser nor Seller shall have any further rights or obligations under this Contract.
Section 17. Prospective Lease(s); Reimbursement Period. The provisions of this Section 17 shall
apply only if the Property is improved with a commercial structure or structures such as a shopping
center or office building.
(a) Purchaser and Seller hereby acknowledge and agree that it is beneficial to the; Property and
to the parties hereto for Seller to enter into leases covering the Property or any portion thereof
( "Prospective Lease") durillg the period from and after the Effective Date and prior to Closing (the
"Reimbursement Period").
( b ) During the Reimbursement Period, if Seller submits (in accordance; with the notice
provisions of Section 7 hereinabove) a Prospective Lease to Purchaser, Purchaser shall have five (>)
business days from Purchaser's receipt thereof to notify Seller in writing (and irl accordance with said
Section 7) of Purchaser's decision not to become obligated for the costs of such Prospective Lease as
described in Section 17.(c) hereinbelow. Purchaser's failure to so notify Seller shall be deemed to be
the decision of Purchaser to obligate itself for the costs of such Prospective Lease as set forth in Section
17.(c) hereinbelow.
(c) Unless Purchaser notifies Seller in accordance with Section 17.(b) hereinabove of
Purchaser's decision not to become obligated for the; costs of a Prospective Lease (submitted to
Purchaser in accordance with said Section I T(b)), Purchaser shall reimburse Seller in cash at Closing
for all costs expended or incurred by Seller under that Prospective Lease during the Reimbursement
Period, such costs to include. Without implied limitation, real estate conullisslons or fees, tenant finish
out costs, and moving or relocation expenses. To the extent that Seller has not actually expended such
sums during the Reimbursement Period, Purchaser shall expressly assume: the payment thereof at
Closing in accordance with Section b.(b)(ii)(B) hercinabove.
(d) Not -withstanding the foregoing provisions of this Section 17, and prior to the expiration of
the Inspection Period, Seller may enter into such Prospective Lease(s) as it may elect in its sole
discretion, (i) without submitting such Prospective Lease(s) to Purchaser as set forth in Section 17.(b)
hereinabovc, or (ii) notti,,ithstanding Purchaser's decision not to be obligated for the costs of such
Prospective Lease(s) as set forth in said Section 17(b). In either of such events set forth in this Section
I TO). Purchaser shall not be obligated for the costs of Seidl Prospective Lease(s).
FDW `standard L F Form Real l_Statc iurchd,� 111d Salc (_'ontiact - Pzwc 19
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(e) This Section 17 shall not apply to multifamily residential or mini -warehouse properties
which shall continue to be leased by Seller during the term of this Contract in the ordinary course of
Seller's business.
Section 18. Prohibited Purchaser. Purchaser hereby acknowledges that certain persons are
prohibited from purchasing assets from Seller and that under certain circumstances Seller will not sell
assets to certain persons. Accordingly, prior to or contemporaneously with the execution of this
Contract, Purchaser (if an individual, or a principal of Purchaser) has completed, executed, and
delivered to Seller a Purchaser Eligibility Certification (the "PEC") in the form attached hereto as
Exhibit "D." Purchaser hereby represents and warrants to Seller that the PEC is true and correct, and
Purchaser hereby further acknowledges that Seller is relying on the truth and accuracy of the PEC. Any
incorrect inforination on the PEC shall be a default by Purchaser under this Contract. Accordingly,
if Seller determines prior to Closing that any portion of the PEC is incorrect, Seller may terminate
this Contract and retain the Earnest Money as provided for in Section 1 L(a) hereof, and may pursue:
any other sanctions provided by law.
Section 19. Confidentiality. Prior to or contemporaneously with the execution of this Contract,
Purchaser has completed, executed, and delivered to Seller a Confidentiality Agreement (herein so
called) in the form attached hereto as Exhibit "E" and incorporated herein for all purposes. Any breach
of the Confidentiality Agreement by Purchaser shall be a default under this Contract, in which event
Seller may terminate this Contract and retain the Earnest Money as provided for in Section 1 L(a)
hereof, and may pursue any other sanctions provided by law.
Section 20. Personal Property; Personal Identifying Information. [check. one] 1 ✓ ] No personal
property is included in the transaction conternplated by this Contract. j I An inventory of the
personal property included in the transaction contemplated by this Contract is set forth on Exhibit
``F" attached hereto and made a part hereof for all purposes. Any personalty to be conveyed to
Purchaser under this Section 20 shall be conveyed by a quitclaim bill of sale (the "Fill of Sale").
(a) Regardless of whether or not any personal property is Included in the transaction
contemplated by this Contract, as indicated hereinabove, this Section ?o shall survive Closing and
not be inerged therein. For the purposes of this Section 20, "personal identifying information" or
``PII" shall mean any piece of information which can potentially be used to uniquely identify, contact,
or locate a particular person.
(h) Notwithstanding- anything to the contrary in this Contract or in any exhibit hereto, and to
the extent that any furniture, fixtures, and equipment, including, without limitation, printers, fax
machines, scanners, copiers, computer systems, servers. hardware and software. tapes, CD's, disks,
thumb drives, portables drives, hard disk drives, or any other portable electronic storage
media/'devices, and the electronic data stored therein or thereon, and all hard data, records,
documents, and inforination, including. without limitation and with regard to each and all of the
FDIC* Standard LF Form Real FState Purchase And Sale Contract - Pa e 20
tdicfc)n)irc: tilc co�nrr,ict L 1= ecorp 0404 11 tinal.doc
Re\Ised (P 04 11
foregoing, personal identifying information or PII, remain in, on, or about the Property at Closing,
and whether or not apparently described in whole or in part on Exhibit ``F" hereto, Purchaser hereby
acknowledges and agrees that (i) any and all such hardware, software, tapes, CD's, disks, thumb
drives, portable drives, hard disk drives, and any other portable electronic storage media/devices
and the electronic data stored therein or thereon and any hard data, records, documents, or
information, including, without limitation and with regard to each and all of the foregoing, personal
identifying information or PII ( all of the foregoing described in this Section 20.(b)(') are hereinafter
collectively referred to as the "Excluded Personalty"), are hereby expressly and unequivocally
excluded from the transaction contemplated by this Contract, and (ii) within ten (10) business days
from and after Closing, Purchaser, at Seller's sole cost and expense, shall effect the removal of the
Excluded Personalty from the Property and delivery of same to Seller.
(c) If any software or systems necessary to or for the operation of any building located upon
the Property, reside in or on any Excluded Personalty, then within ten (10) business days from and
after Closing, Purchaser shall transfer that data to replacement portable electronic storage
media/devices at Purchaser's sole cost and expense, and immediately thereafter deliver all such
Excluded Personalty to Seller.
(d) If at any time Purchaser discovers the presence of any Excluded Personalty which Seller
or Purchaser has previously failed to remove from the Property, Purchaser shall promptly (i) notify
Seller in writing of the existence of such Personal Property, and (ii) at Seller's sole cost and
expense, effect the removal of the discovered Excluded Personalty from the Property and delivery
of same to Seller.
(e) Purchaser hereby acknowledges and agrees that any and all personal identifying
information or PI1 that remains in, on, or about the Property at Closing and thereafter is (i)
the property of Seller, and Purchaser hereby agrees that it tivill not attempt to access or read
or determine the content of any such personal identifying information or PII, and (ii)
confidential and governed by the Confidentiality Agreement described in Section 19 hereof.
Notwithstanding anything to the contrary in the Confidentiality Agreement, the terms thereof
shall not terminate and shall bind Purchaser as to any and all personal identifying information
or PII that remains in, on, or about the Property at Closing or thereafter.
11-D ' `standard LL r+►rm Re.:l SWIC I'L11-CiM-SC And Sale (onlra�t - Pas -le 21
fdtct6rmresalesco rttra t I_ I= recorp t►4041 I hlla[do
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Section 21. State Spy, �citic Attachments. The following attachments, if any, are attached hereto
and incorporated herein for all purposes in order to confonn this Contract to the laws of the state in
which the Property is located:
( ] ATTACHMENT"' 1: 111%
[ I ATTACHMENT ``2:"
[ I ATTACHMENT "3:1%
J ATTACHMENT "4:1"
Section ??. Disclosures Regarding the Property.
] ATTACHMENT " :'" Lead -Based Paint Disclosure. Required if improvements to
the Property include a residential dwelling; built prior to 1978.
[ ✓ J ATTACHMENT " G Other Environmental flatters. As limited and qualified by,
and subject to every other provision of this Contract, Seller has become aware that there
may be present within or upon the Property certain Environmental Matters as set forth
on Attachment,, G " attached hereto and incorporated herein for all purposes. Pursuant
thereto, Purchaser hereby] acknowledges that, notwithstanding anything in this Contract
to the contrary, Seller hereby retains for itself, to the exclusion of Purchaser, any and all
rights Seller may have to recover any and all costs and expenses Seller has incurred or
experienced (including, without limitation, diminution of the value of the Property) with
regard to any Environmental Matters or Hazardous Materials associated with the
Property, including, without limitation, the right to file suit to recover anv said costs and
expenses. The rights of Seller hereby retained shall survive Closing and not be merged
therein. Accordingly, Purchaser hereby agrees to provide Seller or its designee(s) with
reasonable access to the Property and to records pertaining to the Property, as deemed
necessary by Seller to prosecute the rights retained by, Seller in this Section 22, upon
written request delivered to Purchaser not less than ten (10) business days prior to any
such access.
[Signature pages follow.1
FDIC Standard LF Form Real Estate Phirclia�se And Sale Contract - 1 ,we ?,
fdicl=ortiirc,.,ilcycotitt<ict L F, rccorp 04041I Jnai.doc
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IN FITNESS WHEREOF, the parties have executed this Real Estate Purchase And Sale Contract to be
effective as of the Effective Date.
PURCHASER [check applicable boxy:
[if an individual, sign on this first line, Print
name on second
Name:
[ ✓ ] City of Tamarac, a Florida Municipal [print name of legal entity, including type of
By:
Corporation
[entity's representative signs here]
Print Name: Michael C. Cernech
Title. City N./`lanager
Date:
Tax ID Number: 59- 103955 )
entity and state in which it was formed,
e.g., Whiteacre, LLC, a New Jersey limited
liability company]
Purchaser's complete mailing address [whether individual or legal entity]:
7525 N \' 88th Avenue
Tamarac. F L 33.3211
Phone number: 954-597-3550
Fax number: 954-597-3560
[Seller's signature page fo11o`4,,s.]
FDIC Stwidard LF FOmn RVJ1 FSUC PUfCIUSC Aild Contract - Page
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Revised (0,04] 1
[ use street address only; a P.O. Box is NOT
acceptable]
SELLER:
Federal Deposit Insurance Corporation,
in the caparity stated above
1601 Bryan Street
Dallas, Texas 7520 1
By:
Name:
Title:
Date:
Attorney in Fact
Phone number:
Fax number-.
Note: for purposes of notice under Section 7
hereof, if Seller utilized a third party marketing
contractor in this transaction., a copy of all notices
to Seller must be sent simultaneously to:
Standard LF Form R...,a] Lstate Purchasc And Sale ('ontrict - Pat-,c 24
tilic't*)nilresaleSCt)fltTZICt.—[.I-'_rccotl)_()4()-41 I Jnal,doc
Revised 04 04 11
EXHIBIT "All
[Legal Description of the Property]
Lot 10, Block 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the plat thereof, as
recorded in Plat Book 69, at Page 43, of the Public Records of Broward County, Florida.
LESS AND EXCEPT That part conveyed to Broward County, a political subdivision of the State of Florida
by Deed recorded in Official Records Book 7462, Page 332 being described as follows:
The South Seven (7.0') feet of Lot 10, Block 10, according to the Plat of LYONS COMMERCIAL
SUBDIVISION UNIT NO. 2, as recorded in Plat Book 69, Page 43, of the Public Records of Broward
County, Florida;
TOGETHER WITH
THAT PORTION of said Lot 10 lying Southwesterly of the chord based on a 25.0 foot radius, the arc of
which is concave to the Northeast and falls tangent to the West line of said Lot 10 and tangent to a line
Seven (7.0') feet North of and parallel with the South line of said Lot 10.
AND LESS AND EXCEPT that part conveyed to the City of Tamarac, a municipal corporation of the State
of Florida recorded in Official Records Book 44307, Page 130 being described as follows:
A portion of Lot 10, Block 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the plat
thereof as recorded in Plat Book 69, Page 43, of the Public Records of Broward County, Florida, being
more particularly described as follows:
Commence at the Southeast corner of said Lot 10, Block 10; thence along the East line of said Lot 10,
North 00'23'58" west, 7.00 feet to the point of beginning; thence along a line being 7.00 feet North of
and parallel with the South line of said Lot 10, South 8936'02" West, 201.10 feet; thence North
45''55' 13" West, 12.67 feet to a line being 15.88 feet North of and parallel with the South line of said Lot
10; thence along said line South 89°36'02" East 210.14 feet to the East line of said Lot 10; thence along
said line, South 00'23'58" East, 8.88 feet to the point of beginning.
EXHIBIT 111311
SURVEY INSTRUCTIONS
Seller shall furnish to Purchaser within the time set forth in this Contract two (2) copies of a currently dated
boundary survey of the Property prepared by a Registered Professional Land Surveyor (the "Survey"). The
Z)
Survey shall (i) show the boundary lines, dimensions, and area of the Land,- (ii) locate all easements, alleys,
streets, roads, rights -of -way, and other matters of record affecting the Land (with instrument, book and page
Z-1
number indicated); (iii) show all existing improvements and monuments thereon or thereto; (iv) set forth a
metes and bounds description of the Land; and (v) set forth the scale, the north direction, the beginning point,
distance to the nearest intersecting street and point of reference from which the Land is measured.
The Survey shall contain a certification, signed by the surveyor, in substantially the following form:
The undersigned hereby certifies to ( I )
and (3)
that this Survey was made on the
ground as per the field notes on this Survey, and (1) correctly shows the boundary lines, dimensions, and area
of the land indicated hereon. (ii) correctly shows the location of all existing, improvements, monuments, and
other visible items on SLIC11 land, and ( ' iii) correctly shows the location and dimensions of all easements, alleys,
streets, roads, riahts-of-way, and other matters of record, of which the undersigned has been advised, affecting
Z-1) 4:t
such land according to the legal description in such easements and other matters (with instrument, book and
page number indicated); except as shown, there are no visible easements, rights -of -way, party walls, or
I zn
conflicts, and there are no visible encroachments on or upon adjoining premises, streets, or alleys by any of
such improvements or monuments, and there are no visible encroachments on or upon such land by buildings,
Z=
structures, or other improvements situated on adjoining premises; and no part of the subject property lies
within the I 00-year flood plain or flood prone area or a floodway of any body of water and none of the above -
described property lies
within a "flood prone
area" as defined by the
U. S. Department of Housing and Urban
Development
pursuant
to the
Flood
Disaster
Protection Act of
1973,
except as shown
on this
Survey.
Date:
(Marne of Surveyor or Surveying Firm)
(S it -mature of Individual Surveyor or
lzn
Surveyor on behalf of Surveying Find)
Registered Professional Land SLIM-eyor
No.
(With Seal affixed to the Survey)
-)o
EXHIBIT "C"
(Note to Contract preparer: the below form of Special Warranty Deed is an exhibit only and is
not to be completed as part of the contraet preparation.]
Recording requested by
and when recorded return to:
STATE OF Florida
COUNTY OF Broward
WHEREAS,
Asset No. 10461000226
space above this line for Recorder's use only
SPECIAL WARRANTY DEED
RECITALS
[insert name of failed institution out of which Seller obtained the Property, including City
and State where main branch was located] (the "`Institution"), acquired the Property by that
certain [insert the style of the deed into the failed institution,
e.g., General or Special Warranty Deed, Deed in Lieu of Foreclosure, or simply Deed] dated
and recorded in Volume , Page of the records of
County,
, on ; and
WHEREAS, the Institution was closed by
[insert the name of the federal or state regulator that closed the Institution — this
information MUST be accurate and may be obtained from the FDIC representative
working on this transaction or the FDIC Legal Division] on , and the
Federal Deposit Insurance Corporation (the "FDIC") was appointed as receiver for the Institution
(the ``Receiver"); and
WHEREAS, as a matter of federal law, 12 U.S.C. ti 1821(d.)(2)(A)(i ), the Receiver
succeeded to all of the right, title, and interest of the Institution in and to, among other things, the
Property. [if the additional recital set forth below is needed, then delete the preceding period
and add: ; and]
[if Seller is the FDIC in its corporate capacity, add the following additional recital
(the information necessary to properly complete this recital may also be obtained from the
FDIC representative working on this transaction or the FDIC Legal Division): WHEREAS,
by that certain Certificate of Termination effective _ [insert the effective
date of such Certificate], the receiviership estate of the Institution was teniiinated and the
remaining assets of such estate, including. without limitation, all of its right, title, and interest in
Z:� 1-1 t)
and to the Property, were transferred to the FDIC in its corporate capacity ( k"FDIC-Corporate Ji
N 0 W., THEREFORE, the R,ec,%-,-.,I*ver for, if applicable: FDIC -Corporate] (hereinafter,
"`Grantor"), whose address is 1601 Bryan Street, Dallas, Texas 75 101, for and in consideration of
the sum of TEN AND NO/ 100 DOLLARS (S 1, 0.00) and other good and valuable consideration to
said Grantor paid by Grantee named herein, the receipt of which is hereby acknowledged, has
GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY
unto [if a legal entity,
include type and state in which formed] ("Grantee"), whose mailing address is
that certain real property situated in
County, described on Exhibit "A" attached hereto and
made a part hereof for all purposes, together with any and all improvements thereto and all and
singular the riorlits and appurtenances pertaining thereto, including, but not limited to, any right, title
and interest of Grantor in and to adjacent streets, alleys or rights -of -way (collectively, the
"Property"), subject however to all standby fees, real estate taxes, and assessments on or against the
Property for the current year and subsequent years and subsequent taxes and assessments for prior
years becoming due by reason of a change in usage or ownership, or both, of the Property, as well as
zoninu
,,, building, and other laws, regulations, and ordinances Of municipal and other goven-u-nental
authorities, if any, affecting the Property, and all matters set forth on Exhibit "B", attached hereto and
made a part hereof for all purposes (all of the foregoing- being collectively referred to as the
„permitted Exceptions"). Grantee, by its execution and acceptance of delivery of this Special
Warranty Deed, assumes and agrees to perfon-n any and all obligations of Grantor or the Institution
4.1
under the Permitted Exceptions.
FURTHER, GRANTEE, BY ITS EXECUTION AND ACCEPTANCE OF DELIVERY OF
THIS SPECIAL WARRANTY DEED., ACKNOWLEDGES AND AGREES THAT (1) EXCEPT
FOR THE SPECIAL (OR LIMITED) WARRANTY OF TITLE CONTAINED HEREIN,
GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE
OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY,
OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL, AND GEOLOGY, (B) ANY INCOME TO BE DERIVED FROM THE PROPERTY, (C)
THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH GRANTEE MAY CONDUCT OR HOPE TO CONDUCT THEREON, (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY OR ANY PART THEREOF, (F) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G)
THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY
OR ANY PART THEREOF OR ANY IMPROVEMENTS THERETO, (H) TIJE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR PHYSICAL CONDITION OF ANY UTILITIES
SERVING THE PROPERTY, OR (1) ANY OTIJER MATTER WITH RESPECT TO THE
PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE,
AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE
WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS,
RULES, OR REQUIREMENTS, fiJCT r rDfNG, WITHOUT
LIMITATION, THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY OR ANY PART
THEREOF, OF ANY HAZARDOUS MATERIALS, (,ii) GRANTEE HAS FULLY INSPECTED
THE PROPERTY AND THAT THE CONVEYANCE HEREUNDER OF THE PROPERTY IS
"AS IS" AND "WITH ALL FAULTS," AND GRANTOR HAS NO OBLIGATION TO ALTER,
REPAIR, OR IMPROVE THE PROPERTY OR ANY PART THEREOF OR ANY
IMPROVEMENTS THERETO; AND (iii) NO WARRANTY HAS ARISEN THROUGH
TRADE, CUSTOM, OR COURSE OF DEALING WITH GRANTOR, AND ALL STATUTORY,
COMMON LAW, AND CUSTOMARY COVENANTS AND WARRANTIES, IF ANY, OF
WIJATEVER KIND, CHARACTER, NATURE, PURPOSE, OR EFFECT, WHETHER
EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, ARE HEREBY
EXPRESSLY, UNCONDITIONALLY, AND IRREVOCABLY WAIVED, DISCLAIMED,
AND EXCLUDED FROM THIS SPECIAL WARRANTY DEED, NOTWITHSTANDING
ANY CUSTOM OR PRACTICE TO THE CONTRARY, OR ANY STATUTORY, COMMON
LAW, DECISIONAL, HISTORICAL, OR CUSTOMARY MEANING, IMPLICATION,
SIGNIFICANCE, EFFECT, OR USE OF CONTRARY IMPORT OF ANY WORD, TERM,
PHRASE OR PROVISION HEREIN.
Further, by its acceptance: of delivery of this Special Warranty Deed, Grantee or anyone
claiming by, through, or under Grantee, hereby fully releases Grantor, the Institution, and the
FDIC In any and all of its various other capacities, and their respective employees, officers,
directors, representatives, and agents from any and all claims, costs, losses, liabilities, damages,
expenses, demands, actions, or causes of action that it or they may now have or hereafter
acquire, whether direct or indirect, known or unknown, suspected or unsuspected, liquidated or
contingent, arising from or related to the Property in any manner whatsoever. This covenant
releasing Grantor, the Institution, and the FDIC in any and all of its various other capacities shall
be a covenant running with the Property and shall be binding upon Grantee, its successors, and
assigns.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in any wise belonging to Grantor, unto Grantee, its legal representatives,
successors and assigns forever, and Grantor does hereby bind itself; its successors and assigns, to
WARRANT SPECIALLY AND FOREVER DEFEND all and singular the Property unto Grantee,
its legal representatives, successors and assigns, against every person whomsoever lawfully claiming
or to claim the: same or any part thereof, by, through, or under Grantor, but not otherwise, subject,
however, to the Permitted Exceptions.
The fact that certain encumbrances, limitations, or other matters or conditions may be
mentioned, disclaimed, or excepted in any way herein, Whether specifically or generally, shall
not be a covenant, representation, or warranty of Granter as to any encumbrances, limitations, or
any other matters or conditions not mentioned, disclaimed, or excepted. Notwithstanding
anything herein to the contrary, however, nothing herein shall be construed or deemed as an
adiliission by Grantor or
Grantees to any
third party of the existence,
validity, enforceability,
scope, or
location of any
encumbrances,
limitations, or other
matters
or conditions
i-nentioned,
disclaimed, or excepted in any way herein, and nothing shall be construed or deemed as a waiver
by Grantor or Grantee of its respective rights, if any, but without obligation, to challenge or
enforce the existence, validity, enforceability, scope, or location of same against third parties.
All ucl vciloretn taxes and assessments for the Property for the year in which this Special
Warranty Deed is executed have been prorated by the parties hereto as of the date of this Special
Warranty Deed. By its execution and acceptance of delivery of this Special Warranty Deed,
Grantee hereby assumes the payment of all acl valorein taxes, standby fees, and general and
special assessments of whatever kind and character affecting the Property which are due, or
which may become due, for the current tax year or assessment period and for any tax year or
assessment period subsequent to the date of this Special Warranty Deed, including, without
limitation, taxes or assessments for prior years becoming due by reason of a chancre in usage or
ownership, or both, of the Property or any portion thereof.
IN WITNESS WHEREOF, this Special Warranty Deed is executed on this day of
GRANTOR:
FEDERAL DEPOSIT INSURANCE CORPORATION,
[either as Receiver for ( insert name of Institution,
including Cite and State — see first recital on first page of Deed), or in its corporate capacity l
By:
Name:
Title: Attorney in Fact
GRANTEE:
[print name of legal entity, including type of
entity and state in which it was formed]
0
Name:
Title:
ACKNOWLEDGMENTS
STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of
, by . Attorney in Fact of the Federal Deposit
Insurance Corporation, las Receiver for , or, if
applicable: in its corporate capacity], on behalf of said entity.
Notary Public, State of
STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of
_, by of
on behalf' of said entity.
Notary Public, Stag of
EXHIBIT "A" to Special Warranty Deed
[Legal Description of the Property]
[NOTE TO PREPARER : This legal description should be, except in unique circumstances, the
legal description of the Property as found in the conveyancing instrument into Grantor or into the
failed institution named in the first recital hereinabove.]
EXHIBIT "B" to Special Warranty Deed
[Permitted Exceptions]
[dote to preparer: List hereon (i) the standard printed exceptions contained in Schedule B of the
Title Policy, as listed in Section 6.(b)(i)(E) of the Contract or as otherwise set forth in said Schedule
B, and 40 any matters or conditions affecting title to the Property and reflected on the Title
Commitment or the Survey and (A) not objected to by Purchaser under Section 3.(b) of the
Contract, or (B) waived or deemed waived by Purchaser under Section 3.(c)(ii) of the
Contract.]
1. Restrictive covenants recorded in Volume , Page , and Volume , Page , all
in the Records of County, [the standard
exception as to restrictive covenants should be deleted in its entirety unless recorded restrictive
covenants are specified as or deemed to be Permitted Exceptions, in which event the recording
information thereof shall be listed under such exception].
?. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or
protrusions, or any overlapping of improvements [the standard exception as to survey may be limited
to "shortages in area" only, at Purchaser's option and sole expense].
3. Any title or rights asserted by anyone, including, but not limited to, persons, the public, corporations,
govemments or other entities, to tidelands, or lands comprising the shores or beds of navigable or
perennial rivers and streams, lakes, bays, Quiffs or oceans, or to lands beyond the line of the harbor or
bulkhead lines as established or changed by any government, or to tilled -in lands, or artificial islands, or
to statutory water rights, including riparian rights, or to the area extending from the line of mean low tide
to the line of vegetation, or the rights of access to that area or easement along and across that area.
4. Rights of tenants and/or lessees in possession under any recorded and/or unrecorded leases and/or
rental agreements [the standard exception as to rights of parties in possession may be limited to
rights of tenants in possession as tenants under any presently effective unrecorded and recorded
leases] .
�. [e.g.,, Drainage easement as recorded in Volume , Page of the Deed and Plat Records
of County, , and as shown on that certain survey prepared by
surveyed on , and updated on
with certification executed by , Registered Professional
Land Surveyor No. , on , Project No. (herein, the
"Survey") ] .
6. [e.g., Consequences, if any, arising from the encroachment of Building — 1 and Building — 3 over
or into the twenty-five foot (25') building setback line pursuant to Zoning B-3, as shown on the
Survey].
7. [Continue numbering as needed to list all items required by the above instructions.]
EXHIBIT "D"
[Form Of Purchaser Eligibility Certification]
EXHIBIT "E"
[Form of Confidentiality Agreement]
EXHIBIT T"
[Inventory of personalty to be conveyed]
ATTACHMENT if it
Seller has received certain information from a third party (or parties) that indicates that certain
Enviroiu-iiental Matters (as defined in the Real Estate Purchase And Sale Contract to which this
Attachment " G " is attached (the "Contract")) may be present within or upon the Property (as defined in
the Contract). A copy of the report containing that information (specifically, that certain Phase 1
Environmental Site Assessment dated May 2013 prepared by
Benchmark Environmental Consultants ), or a portion thereof, has been provided to
Purchaser and Purchaser, by its execution of the notice contained herein, hereby acknowledges receipt of
such information. This information reveals the following with regard to the Property:
no evidence of recognized environmental conditions in connection with the subject property
The information provided hereunder may not be accurate or complete and Seller does not intend
for Purchaser to rely upon such information. To that end, Purchaser hereby further acknowledges and
agrees that it has not and will not rely upon such information in entering into the Contract or in
purchasing the Property. Purchaser hereby further acknowledges that it has had the opportunity to
independently examine the Property and will rely solely upon its own examination of the Property in its
purchase thereof.
PURCHASER:
City of Tamarac, a Florida Municipal Corporation [insert name of Purchaser exactly as set
forth in the Contract]
By -
Name: Michael C. Cernech
Title: City Manager
z
Date:
USING THIS FORM
IT IS STRONGLY SUGGESTED THAT YOU PRINT THIS PAGE
FOR REFERENCE WHILE FILLING OUT THIS FORM.
BEFORE YOU BEGIN FILLING THIS FORM OUT, SAVE
AND RENAME IT TO A UNIQUE FILE NAME; SO THAT
YOU DO NOT SAVE DATA TO YOUR TEMPLATE FILE
This electronic form has been designed to guide you through filling out the various fields
when writing an offer.
The form is locked so that you cannot change the form itself; however, there are fillable
fields throughout:
• The fillable fields appear light blue on your screen. Note: this highlighting can be
toggled on or off by clicking "Highlight Existing Fields" in the upper right corner (in
version 9 or later of Adobe Reader).
Scroll your mouse cursor over the fields to see specific instructions on content for
each field
• Left click on the fields in order to insert text
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the text automatically to the next line (although some manual adjustments are needed
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"Preferences" from the Adobe "Edit" menu, then select the "JavaScript" category,
and check "Enable Acrobat JavaScript" at the top (if necessary).
• There are red question marks in various locations with further instructions for the
field and/or section of the contract
• Neither the blue background of the fields nor the red question marks will print
Federal Deposit Insurance Corporation
1776 F. Street NW, Washington, D.C. 20429-9990 Division of Resolutions and Receiverships
Asset Purchaser Disclosure Survey
The FDIC welcomes and strongly encourages participation of all interested asset purchasers, especially
Minority and Women Owned (MWO) purchasers, in FDIC's asset sales programs. You have the
opportunity to disclose information so that the FDIC may examine the full level of asset purchaser interest
in its asset sales opportunities, including MWO participation, and identify additional asset purchaser
outreach activities to support further diversity of participation. Therefore, FDIC would appreciate your
assistance in providing the information below. Please understand that the disclosure of this information is
completely voluntary and for FDIC informational purposes only.
To Be Completed by FDIC Contractor:
Date of Asset Sale:
Asset Type Sold:
Asset Number:
FDIC Contractor:
Location of Asset Sold:
Bank Branch
10461000226
Colliers International
Tamarac, FL
(City/State)
To be completed by Prospective Asset Purchaser (voluntary):
..
Yes
❑
Are you a minority or is your
No
El
entity minori -owned?*
I es, please select the appropriate rou (s):
American Indian or Alaska Native
❑
Asian
❑
Race/
Black or African American
❑
Ethnicity
Native Hawaiian or Other Pacific Islander
❑
Hispanic or Latino
❑
Are you a woman or is your
yes
❑
entity women -owned?*
No
❑
* If the Asset Purchaser is a business entity (i.e. not an individual), to be considered "minority and/or
women owned" the entity would be more than 50% owned and controlled, through day-to-day
management by persons of one or more of the following groups: American Indian or Alaska Native,
Asian, Black or African American, Native Hawaiian or Other Pacific Islander, Hispanic or Latino, and/or
Women.
PRIVACY ACT STATEMENT
The FDIC is authorized to request this information from you by 12 U.S.C. 1819 and 1821. Furnishing the requested
information is voluntary. The purpose for collecting the information is to support diversity of participation in FDIC
asset sales. The information provided by individuals is protected by the Privacy Act, 5 USC 552(a). The
information may be furnished to third parties as authorized by law or used according to any of the routine uses
described in the FDIC Insured Financial Institution Liquidation Records (30-64-0013) System of Records. This
System of Records is available for review at www.fdic.gov regulationsilaws,*rules,�,2000-4050.htm1 200030--64--
0013. If you have questions or concerns about the collection or use of the information, you may contact the FDIC's
Chief Privacy Officer at Privacy- fdic.gov.
Form Date 03/26/2013
OMB Number: 3 064-013 5
Expiration Date 06/30/2015
PURCHASER ELIGIBILITY CERTIFICATION
Sale Number(s): 10461000226
The purpose of the Purchaser Eligibility Certification is to identify Prospective
Purchasers who are not eligible to purchase assets of failed financial institutions from the Federal
Deposit Insurance Corporation under the laws, regulations and policies governing such sales.
Completion of the Purchaser Eligibility Certification, without modification, is a prerequisite to
any such purchase.
DEFINITIONS
Affiliated Business Entity. An Affiliated Business Entity of a Prospective Purchaser
means its spouse, dependent child or any member of its household; or any entity that directly or
indirectly is under the control of the Prospective Purchaser, controls the Prospective Purchaser or
is under common control with the Prospective Purchaser.
Associated Person. An Associated Person of a Prospective Purchaser who is an individual
is (1) the Prospective Purchaser's spouse or dependent child or any member of the household, (2)
a partnership in which the Prospective Purchaser is or was a general or limited partner, or (3) a
corporation of which the Prospective Purchaser is or was an officer or director. An Associated
Person of a Prospective Purchaser that is an entity is (1) any individual or entity that, acting
individually or in concert with one or more individuals or entities, owns or controls 25 percent or
more of the Prospective Purchaser; or (2) a managing or general partner of the Prospective
Purchaser.
Contractor. A Contractor is any individual or entity that has submitted an offer to FDIC
to perform services or has a contractual arrangement with FDIC to perform services.
Delinquent Obli ag tion. A Delinquent Obligation is any debt or duty to pay money to
FDIC in excess of $50,000 (in the aggregate for all such debts or duties) that is more than 60
days delinquent, or any other failure to comply with the terms and conditions of a written
agreement with FDIC that continues for more than 60 days following notice. A Delinquent
Obligation does not include any debt that has been settled, nor any debt that has been sold or
transferred by FDIC, nor any debt for which FDIC has reported forgiveness of debt through the
issuance of an IRS form 1099, nor any debt discharged in bankruptcy.
Failed Institution. A Failed Institution is any bank or savings association that has been
under the conservatorship or receivership of FDIC or of the Resolution Trust Corporation. It
includes any entity owned and controlled by such a bank or savings association.
FDIC. FDIC means the Federal Deposit Insurance Corporation, whether acting in its
corporate capacity or as conservator or receiver of a Failed Institution.
FDIC 7300/06 (3-05) Page 1
Prospective Purchaser. A Prospective Purchaser is any individual or entity that has made
or intends to make an offer to purchase assets of a Failed Institution from FDIC. For all purposes
of this Certification, an "enti " includes any entity with a legally independent existence,
including, without limitation, a trustee; the beneficiary of at least a 25% share of the proceeds of
a trust; a partnership; a corporation; an association; or any other organization or society.
Substantial Loss. A Substantial Loss is (i) any debt or duty to pay money to FDIC or a
Failed Institution that has an outstanding balance of more than $50,000 and that is more than 90
days past due; (ii) an unpaid final judgment of more than $50,000 regardless of whether it is
forgiven in a bankruptcy proceeding; (iii) a deficiency balance following a foreclosure sale of
more than $50,000 regardless of whether it is forgiven in a bankruptcy proceeding; or (iv) any
loss of more than $50,000 reported on an IRS Form 1099-C (Information Reporting for
Discharge of Indebtedness).
ELIGIBILITY CERTIFICATION
The undersigned hereby
certifies that
all of
the following statements are true, correct and
complete when
made
and
will
be true at
closing
of the
sale.
A. FDIC
Employees. The
Prospective
Purchaser is not an FDIC employee, the spouse of an
FDIC
employee, or the
minor child
of an FDIC employee.
B. Delinquent Oblisors. Neither the Prospective Purchaser nor any of its Affiliated
Business Entities has a Delinquent Obligation. Under certain circumstances, the
certification required in this paragraph may be waived. For more information about the
waiver process and criteria, contact FDIC sales representative. Note: If the sale is for
FDIC real estate owned or items such as furniture, fixtures or equipment, artwork,
automobiles or other tangible items, and the bid price will be less than $250,000 (per
item or per pool), then the certification set forth in this paragraph B is not required.
C. FDIC Contractors. Neither the Prospective Purchaser nor any of its Affiliated Business
Entities is a Contractor that has performed services within the past three years relating to
any of the assets that the Prospective Purchaser might buy, unless the contract for
services allows for the purchase of such assets. Under certain circumstances, the
certification required in this paragraph may be waived. For more information about the
waiver process and criteria contact FDIC sales representative.
D. Officers or Directors of Failed Institutions. Neither the Prospective Purchaser nor any
of its Associated Persons has ever been an officer or director of a Failed Institution or of
an affiliate of a Failed Institution who (1) has participated in a material way in one or
more transactions that caused a Substantial Loss to any such Failed Institution; and (2) in
connection with such Substantial Loss has been found by a court or administrative
tribunal, or alleged in a judicial or administrative action brought by FDIC or any federal
or state governmental entity to have (i) violated any law, regulation or order issued by a
federal or state banking agency; (ii) breached a written agreement with a federal or state
FDIC 7300/06 (3-05) Page 2
banking agency or with a Failed Institution; (iii) engaged in an unsafe or unsound
practice in conducting the affairs of a Failed Institution; or (iv) breached a fiduciary duty
owed to a Failed Institution.
E. Debarment from Participation in the Affairs of a Failed Institution. Neither the
Prospective Purchaser nor any of its Associated Person(s) has been removed from, or
prohibited from participating in the affairs of a Failed Institution by a final enforcement
action by FDIC or any other federal banking agency (Office of the Comptroller of the
Currency, Office of Thrift Supervision, or the Board of Governors of the Federal Reserve
System).
F. Pattern or Practice of Defalcation. Neither the Prospective Purchaser nor any of its
Associated Person(s) has borrowed money or guaranteed loans in more than one
transaction with the intent to cause a loss or with reckless disregard for whether such
transactions would cause a loss to any financial institution insured by FDIC, where these
loans, in the aggregate, caused a Substantial Loss to one or more Failed Institutions.
G. Convicted of Certain Crimes. Neither the Prospective Purchaser nor any of its
Associated Person(s) (1) has been convicted of committing or conspiring to commit any
offense under Section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, 1341, 1343 or 1344
of Title 18 of the United States Code affecting any Failed Institution; and (2) has
defaulted on any debt or duty to pay money (including any guaranty) owed to FDIC or
any Failed Institution to such an extent that a judgment has been rendered in favor of
FDIC or the property securing the debt has been foreclosed on.
H. If Seller Financing Is Used. Neither the Prospective Purchaser nor any of its Associated
Persons (1) has defaulted on any debts or duties to pay money (including any guaranty) to
FDIC or a Failed Institution that, in the aggregate, exceed $1,000,000, to such an extent
that a judgment has been rendered in favor of FDIC or the property securing the debt has
been foreclosed on; and (2) has made any fraudulent misrepresentations in connection
with any of these debts or duties. This representation is not required, and has no effect, if
the Prospective Purchaser does not finance any portion of the purchase price through
financing offered by FDIC.
I. Transactions Structured to Circumvent this Certification. Neither the identity nor
form of the Prospective Purchaser, nor any aspect of the contemplated transaction, has
been created or altered with the intent, in whole or in part, to allow an individual or entity
who otherwise would be ineligible to purchase assets from FDIC to benefit directly or
indirectly from the proposed transaction.
FDIC 7300/06 (3-05) Page 3
PROSPECTIVE PURCHASER INFORMATION
Name of Prospective Purchaser
Tax ID Number or SSN
Tamarac of amarac
59-1039552
F-1 Individual 0 Partnership X Corporation Trust
❑ Other (Specify)
Physical Street Address (For Overnight Delivery)
7525 NW 88th Avenue
City
State or Province
Country
Postal Code
Tamarac
FL
USA
33321
Contact Person and Title
Michael C. Cernech
Telephone Number
Fax Number
E-Mail Address
(954)597-3550
(954)597-3560
( )
IN WITNESS WHEREOF, the undersigned has executed this Certification as of this day of
2013
PROSPECTIVE PURCHASER
City of Tamarac
[Print Name of Prospective Purchaser]
[Signature]
Michael C. Cernech, City Manager
[Print Name and Title of Authorized Signatory]
Notice Concerning Legal Action
Any person who knowingly or willfully makes false or fraudulent
statements or disclosures in connection with this Certification
will be referred to the Office of Inspector General and/or the
appropriate law enforcement officials for investigation and legal
enforcement and maybe subject to fines and/or imprisonment (18
U.S.C. §§ 1001, 1007 and 1014).
FDIC 7300/06 (3-05) Page 4
PRIVACY ACT STATEMENT
The Federal Deposit Insurance Act (12 U.S.C. §§18195 1821, and 1823), 5 C.F.R. Part
32019 12 C.F.R. Parts 340 and 366, and Executive Order 9397 authorize the collection of this
information. FDIC will use the information to assist in the determination of whether a
Prospective Purchaser is eligible to purchase assets under the laws, regulations and policies
pertaining to FDIC. FDIC may disclose this information: 1) to other federal, state or local
agencies and to contractors to assist in the marketing or sale of assets; 2) to appropriate Federal,
State or local agency or responsible authority, to the extent that disclosure is necessary and
pertinent for investigating or prosecuting a violation of or for enforcing or implementing a
statute, rule, regulation or order, when the information indicates a violation or potential violation
of law, whether civil, criminal or regulatory in nature, and whether arising by any statute, or by
regulation, rule or order issued pursuant thereto; 3) to a court, magistrate, or administrative
tribunal in the course of presenting evidence, including disclosure to counsel or witnesses in the
course of civil discovery, litigation, or settlement negotiations or in connection with criminal law
proceedings, when FDIC is a party to the proceeding or has a significant interest in the
proceeding and the information is determined to be relevant and necessary; 4) to a congressional
office in response to a written inquiry made by the congressional office at the request of the
individual to whom the record pertains; or 5) in accord with any other routine use appropriate for
FDIC's Insured Bank Liquidation Records, # 30- 64- 0013. Submitting this information to FDIC
is voluntary. Your failure, however, to submit all of the information requested and to complete
the form entirely could result in your inability to bid on or purchase FDIC -held assets.
ESTIMATED REPORTING BURDEN
Public reporting burden for this collection is estimated to average 30 minutes per
response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection
of information, including suggestions for reducing this burden, to Paperwork Reduction Act,
Legal Division, FDIC, Washington, D.C. 20429; and to the Office of Management and Budget,
Paperwork Reduction Project (3064-0089), Washington, D.C. 20503. An agency may not
conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid OMB control number.
FDIC 7300/06 (3-05) Page 5
First American Title
Schedule A
Commitment for Title Insurance
ISSUED BY
First American Title Insurance cam
File No.: FLT-130300162T
1. Effective Date: August 16, 2013 at 08:00 AM
2. Policy or Policies to be issued:
a. Owner's Policy
ALTA Owner's Policy (6-17-06) (with Florida modifications)
Proposed insured:
A Natural Person or Legal Entity To Be Designated
b. Loan Policy
ALTA Loan Policy (6-17-06) (with Florida modifications)
E
Proposed Amount of Insurance:
Proposed Insured:
To be determined, its successors and assigns as their interests may appear as defined in the
Conditions of this policy.
C. [ I
Proposed Insured:
Premium: TBD
3. The estate or interest in the land described or referred to in this Commitment is:
Fee Simple
4. Title to the Fee Simple estate or interest in the land is at the Effective Date vested in:
Federal Deposit Insurance Corporation (FDIC) as Receiver for First East Side Savings Bank
5. ' The land referred to in this Commitment is described as follows:
Lot 10, Block 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the plat thereof, as
recorded in Plat Book 69, at Page 43, of the Public Records of Broward County, Florida.
LESS AND EXCEPT That part conveyed to Broward county, a political subdivision of the State of Florida
by Deed recorded in Official Records Book 7462, Page 332 being described as follows:
The South Seven (7.0') feet of Lot 10, Block 10, according to the Plat of LYONS COMMERCIAL
SUBDIVISION UNIT NO. 2, as recorded in Plat Book 69, Page 43, of the Public Records of Broward
County, Florida;
TOGETHER WITH
THAT PORTION of said Lot 10 lying Southwesterly of the chord based on a 25.0 foot radius, the arc of
which is concave to the Northeast and falls tangent to the West line of said Lot 10 and tangent to a line
Seven (7.0') feet North of and parallel with the South line of said Lot 10.
AND LESS AND EXCEPT that part conveyed to the City of Tamarac, a municipal corporation of the State
of Florida recorded in Official Records Book 44307, Page 130 being described as follows:
A°onfL�t'he;�oCYce�i1fAL~�Qili~SI~`dd3�cc�a�l ttr a
thereof as recorded in Plat Boole 69, Page 43, of the Public Records of Broward County, Florida, being
more particularly described as follows:
Commence at the Southeast corner of said Lot 10, Block 10; thence along the East line of said Lot 10,
North 00023'58" West, 7.00 feet to the point of beginning; thence along a line being 7.00 feet North of
and parallel with the South line of said Lot 10, South 89"36'02" West, 201,10 feet; thence North
45*55'13" West, 12.67 feet to a line being 15.88 feet North of and parallel with the South line of said Lot
10; thence along said line South 89036'02" East 210.14 feet to the East line of said Lot 10; thence along
said line, South 00°23'58" East, 8.88 feet to the point of beginning.
File No.:
Lan
(This
SCHEDULE A
(Continued)
!= LT-130300162T
astl�, Title�,LLC, Authorized Officer or Agent
ule Aka Iid only when Schedules BI & BII are attached)
L.andCastle Title, LLC
Company
5110 Eisenhower BouleVard, Suite 102
Street Address
Tampa, FL 33634
City, State
Form 5011612-A `-1-11) ALTA Commitment (6-17-06) (with Florida modifications)
ScheduleA .
(FLT-130300162`tr PF13/FLT-1303001 f 2T/31)
� q
First American Title
Schedule 131
File No.: I* LT-130300162T
The following requirements must be met:
Commitment for Title Insurance
ISSUED BY
First American Title Insurance Comnan
REQUIREMENTS
1. Pay and/or disburse the agreed amounts for the interest in the land and/or the mortgage to be insured.
2. Pay us the premiums, fees and charges for the policy.
3. Pay all taxes and/or assessments, levied and assessed against the land which are due and payable.
4. The following documents, satisfactory to us, creating the interest in the land and/or the mortgage to be
insured must be signed, delivered and recorded.
5. Warranty Deed from Federal Deposit Insurance Corporation (FDIC) as Receiver for First East Side
Savings Bank to A Natural Person or Legal Entity To Be Designated conveying the land described under
Schedule "A".
6. Mortgage from A Natural Person or Legal Entity To Be Designated, as single persons or Joined by their
respective spouses, if married, to To be determined, encumbering the land described in Schedule A in
the principal sure of $1,000.00.
7. written evidence, from appropriate governmental authorities, that Special Taxing District, City and
County Special Assessment Liens, MSBU Assessment Liens, Impact Fees, and water, Sewer and Trash
Removal Charges, if any, have been paid.
8. Proof of payment of taxes and assessments for the year 2012, and prior years, plus any penalties and
interest.
9. Note: The following is for Informational purposes only and is given without assurance or guarantee:
2012 ad valorem taxes show PAID in the gross amount of $51,727.01 for Tax Identification No.
494108-02-0200.
10. If the amount of insurance to be issued exceeds the authority of the agent under the existing Agency
Agreement with the Company, the Company requires that the agent obtain specific underwriting
approval from First American.
11. The following note is incorporated herein for information purposes only and is not part of the exceptions
from coverage (Schedule B-11 of the commitment and Schedule B-I of the policy):
The following instrument affecting said land is the last conveyancing instrument filed for record within 24
months of the effective date of this commitment:
None
12. Note: Immediately prior to disbursement of the closing proceeds, the search of the public records must
be continued from the effective date hereof. The Company reserves the right to raise such further
exceptions and requirements as an examination of the information revealed by such search requires,
provided, however, that such exceptions ,or .requirements shall not relieve the Company from its liability
un er Is o"m'*"' ritment arising troU the ma ers WNW would be revealed y suc . search, to the extent
that Company, or its Agent countersigning this Commitment, has disbursed said proceeds.
Form 5011612-BI-STD (2-1-11)
ALTA Commitment (6-17-06) (with Florida modifications)
Schedule Bl
(F LT-130300162T, PF D/F LT 130300162T/31)
q6 lb 4
First American Title
Schedule 1311
File No.: FLT-130300162T
Commitment for Title Insurance
ISSUED BY
First American Title Insurance Compan
PART 11
Schedule B of this policy or policies to be issued will contain exceptions to the following matters unless the
same are disposed of to the satisfaction of the Company:
1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the
Public Records or attaching subsequent to the Effective Date but prior to the date the proposed insured
acquires for value of record the estate or interest or mortgage thereon covered by this Commitment.
2. Any rights, interests or claims of parties in possession of the land not shown by the public records.
3. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the land.
4. Any lien, for services, labor or materials In connection with improvements, repairs or renovations
provided before, on, or after Date of Policy, not shown by the public records.
5. Any dispute as to the boundaries caused by a change in the location of any water body within or
adjacent to the land prior to Date of Policy, and any adverse claim to all or part of the land that Is, at Gate
of Policy, or was previously under water.
6. Taxes or special assessments not shown as liens in the public records or in the records of the local tax
collecting authority, at Date of Policy.
7.
Any minerals or mineral
rights leased, granted
or retained by current or prior owners.
8.
Taxes and assessments
for the year 2013 and
subsequent years, which are not yet due and payable.
9. Restrictions, dedications, conditions, reservations, easements and other matters shown on the plat of
LYONS COMMERCIAL SUBDIVISION UNIT NO. 27 as recorded in Plat Book 69, Page(s) 43, but deleting
any covenant, condition or restriction indicating a preference, limitation or discrimination based on race,
color, religion, sex, handicap, familial status or national origin to the extent such covenants, conditions or
restrictions violate 42 USC 3604(c).
10. Terms and conditions of the Amended Developer Agreement dated March 27, 1973 between Daniel
Sepler, as Trustee and Tamarac Utilities, Inc., a Florida Corporation, and attached as Exhibit "A" to
Warranty Deed recorded July 2, 1973 in Book 5346, Page 252.
11. Terms and conditions of the Tamarac Utilities, Blanket Public Safety Ingress/Egress Easement between
First East Side Savings Bank, a Federal Savings and Loan Association and the City of Tamarac recorded
in Book 36050, Page 849.
12. Easements granted to Florida Power & Light Company by instrument recorded in Book 37089, Page 464
and Book 38778, Page 447.
13. Tamarac Utilities, Bill of Sale Absolute Water Distribution & Sewage Collection Systems recorded in Book
39352, Page 1976.
ae�eet... ra t d t t �arM. WE
recorded in Book 39392, Page 797.
15. Terms and conditions of any existing unrecorded leases), and all rights of lessee(s) and any parties
claiming through the lessee(s) under the fease(s).
Form 5011612-Ell-STD (2-1-11)
ALTA Commitment (6-17-06) (with Florida modifications)
Schedule 811
(F LT- 130300162T. PF DIF LT- 130300162T/34)
A�� w1Aeq�c
y First American Title
Schedule A (Continued)
File No.: FLT-130300162T
Commitment for Title Insurance
ISSUED BY
First American Title Insurance Comoan
Lot 10, Block 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the plat thereof, as recorded
in Plat Book 69, at page 43, of the Public Records of Broward County, Florida.
LESS AND EXCEPT That
part conveyed
to Broward
County, a political subdivision of the State of Florida by
Deed recorded in Official
Records
Book
7462,
Page
332 being described
as
follows:
The South
Seven (7.0') feet
of Lot 10,
Block 10,
according to the
Plat of LYONS COMMERCIAL SUBDIVISION
UNIT
NO.
2, as recorded
in
flat
Book
69,
Page
43, of
the
Public
Records
of
Broward
County,
Florida"
TOGETHER WITH
THAT PORTION of said Lot 10 lying Southwesterly of the chord based on a 25.0 foot radios, the arc of which is
concave to the Northeast and falls tangent to the West line of said Lot 10 and tangent to a line Seven (7.0')
feet North of and parallel with the South line of said Lot 10.
AND LESS AND EXCEPT that part conveyed to the City of Tamarac, a municipal corporation of the State of
Florida recorded in Official Records Book 44307, Page 130 being described as follows:
A portion of Lot 10, Block 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according to the plat thereof
as recorded in plat Book 69, Page 43, of the Public Records of Broward county, Florida, being more
particularly described as follows: .
Commence at the Southeast corner of said Lot 10, Block 10; thence along the East line of said Lot 10, North
00*23'58" West, 7.00 feet to the point of beginning; thence along a line being 7.00 feet North of and parallel
with the South line of said Lot 10, South 89°36'02" West, 201.10 feet; thence North 45055'13" West, 12.67 feet
to a line being 15.88 feet North of and parallel with the South line of said Lot .10; thence along said line South
89°36'02" East 210.14 feet to the East line of said Lot 10; thence along said line, South 00°2358" East, 8.88
feet to the point of beginning.
Form 5011612-SCH (3-1-11) (8.1-09) ALTA Commitment (6-17-06) (with Florida modifications)
Schedule A (Continued)
(FLT-130300162T.PFb/FLT 130300162T131 )
ATTACHMENT "C"
CONFIDENTIALITY AGREEMENT
(PROPERTY SALES)
This CONFIDENTIALITY AGREEMENT ("Agreement") is made as of this 22 day
of August , 2013, by and between the Federal Deposit Insurance
Corporation, in the capacity set forth on the signature page hereof ("FDIC"), and
(1),
(2) City of Tamarac
under the laws of the State of Florida
(an individual) or
a Municipal Corporation
("Purchaser").
organized
WHEREAS, FDIC has offered for sale certain real property together with any
improvements thereon ("Property") more particularly described in Exhibit A, attached
hereto and incorporated herein;
WHEREAS, Purchaser has expressed an interest in purchasing the Property;
WHEREAS, in consideration of FDIC, its agents and representatives furnishing
Purchaser with information regarding the Property, which information is contained in the
documents identified in Exhibit B attached hereto and incorporated herein, and which
information is non-public, confidential, or proprietary in nature, Purchaser agrees to make
certain agreements regarding such information, as well as all notes, analyses,
compilations, studies, or other documents, whether prepared by Purchaser or others,
which contain or otherwise reflect such information (such information, and such
documents, are collectively herein referred to as the "Evaluation Material").
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth
below, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, FDIC and Purchaser enter into this Agreement:
Section 1. Term. This Agreement shall become effective as of the date first written
above and shall terminate only upon consummation of a purchase and sale transaction
relating to the Property between FDIC and Purchaser, resulting in FDIC no longer being
the recorded title holder of the Property.
Section 2. Limitation on Use. Purchaser shall use the Evaluation Material solely for the
purpose of evaluating the suitability of the Property for purchase and the preparation of a
bid for such purchase, and for no other purpose.
Section 3. Limited Access. Without the prior, written consent of FDIC, to be granted or
withheld in FDIC's sole discretion, Purchaser shall not disseminate or divulge the
Evaluation Material to any person or entity, other than as set forth below. Purchaser shall
limit access to the Evaluation Material to such persons or entities who have a need to
know the information contained in the Evaluation Material for the purpose of advising
Purchaser on the suitability of the Property for purchase (including, without limitation,
any prospective institutional lender from whom Purchaser may seek financing for the
purchase) and assisting Purchaser in the preparation of a bid for such purchase.
Purchaser shall keep a record of the recipients of the Evaluation Materials. Purchaser
shall be responsible for any breach of the Agreement by its partners, directors, officers,
employees, agents, representatives, affiliates, successors, or assigns. Without the prior
written consent of FDIC, which consent may be withheld in its sole discretion,
Purchaser shall not directly or indirectly, contact, seek, or attempt to seek any
information from any person other than FDIC regarding the Evaluation Material.
Section 4. Confidentiality. Purchaser agrees that Purchaser shall ensure that all persons
or entities to whom it discloses the Evaluation Material shall keep the Evaluation
Material confidential. This Agreement shall be inoperative as to particular portions of the
Evaluation Material if such information (1) becomes generally available for the public
other than as a result of a disclosure by Purchaser, its partners, directors, officers,
employees, agents, representatives, affiliates, successors or assigns; (ii) was available to
Purchaser on a non -confidential basis prior to its disclosure to Purchaser by FDIC; (iii)
becomes available to Purchaser on a non -confidential basis from a source other than
FDIC which source, insofar as is known to Purchaser after reasonable inquiry, is not
prohibited from making the disclosure to Purchaser; or (iv) is independently developed
by Purchaser without use of the Evaluation Material.
Section 5. Return of Documents. Unless otherwise directed by FDIC, Purchaser shall
return and ensure that all persons or entities to whom it has disclosed the Evaluation
Material shall return all copies of the Evaluation Material (whether prepared by Purchaser
or others) to FDIC, upon the earliest of: (1) the fifth (5th) business day after receipt by
Purchaser of notice from FDIC that FDIC has not accepted Purchaser's bid to purchase
the Property; or (2) the sixtieth (60th) day following the submission by Purchaser of its
bid, whether of not Purchaser has received any notice from FDIC regarding such bid.
Purchaser will inform FDIC immediately of any improper disclosure of any of the
Evaluation Material, and of any breach of any provision of this Agreement, which may
come to Purchaser's attention. The return of all Evaluation Material to FDIC, as required
by this Section 5, shall not relieve Purchaser of its obligations created by this Agreement
regarding confidentiality and use of the Evaluation Material.
Section 6. Other Disclosure. To the extent that Purchaser is required to disclose the
Evaluation Material pursuant to the requirements of any legal proceeding, Purchaser shall
notify FDIC within one (1) business day of its knowledge of such legally required
disclosure so that FDIC may seek an appropriate protective order and/or waive the
Purchaser's compliance with this Agreement. Notice shall be both by telephone and in
writing. In the absence of a protective order or waiver, Purchaser may disclose that
portion of the Evaluation Material which is required to be disclosed pursuant to such
legal proceeding if, in the written opinion of its counsel, failure to disclose such
Evaluation Material in any tribunal would subject Purchaser to liability for contempt,
censure or other legal penalty or liability.
Section 7. Liability. If FDIC determines that Purchaser has breached any provision of
this Agreement, FDIC may in its sole discretion, exercise any of all legal or equitable
rights or remedies to which FDIC is entitled on account of Purchaser's breach. FDIC
shall not be deemed to have waived any of its rights or remedies on account of its failure,
delay or forbearance in exercising any such right or remedy in a particular instance.
Section 8. Indemnification. Purchaser shall defend, indemnify and hold harmless FDIC
from and against any and all claims, demands, causes of action, losses, damages,
liabilities, judgments, costs, and expenses (including attorneys' fees) asserted against or
incurred by FDIC as a result of any violation of, or failure to comply with, the provisions
of this Agreement by Purchaser or any person or entity to whom it has disclosed the
Evaluation Material.
Section 9. Release of FDIC. Purchaser acknowledges and understands that some or all
of the Evaluation Material may have been prepared by parties other than FDIC, and
further acknowledges and understands that FDIC expressly disclaims all representations
and warranties either express or implied, including, but not limited to any implied
warranty of merchantability or fitness for a particular purpose, and any warranty with
respect to the content, completeness or accuracy of the Evaluation Material. Purchaser is
responsible for assuring itself as to the content, completeness, or accuracy of the
Evaluation Material, and any reliance on the Evaluation Material shall be solely at
Purchaser's risk. Purchaser hereby releases FDIC from all claims, demands, causes of
action, losses, damages, liabilities, judgments, costs and expenses (including attorneys'
fees) asserted against or incurred by Purchaser by reason of Purchaser's reliance on or
knowledge of the Evaluation Material or by any other reason.
Section 10. Effect of Invalid Provision. The invalidity or unenforceability of any
provision of this Agreement shall not affect or limit the validity or enforceability of any
other provision hereof and such invalid or unenforceable provision shall be construed or
deemed amended by the parties only to the extent necessary to make it valid and
enforceable.
Section 11. Miscellaneous. This Agreement represents the entire agreement between the
Purchaser and FDIC relating to the receipt, use, and disclosure of the Evaluation
Material, and may be amended only by written agreement of the parties hereto. This
Agreement shall apply to and be binding upon Purchaser and its partners, directors,
officers, employees, agents, representatives, affiliates, successors and assigns. The
representative(s) signing this Agreement on behalf of the Purchaser represents that he or
she is fully authorized to enter into the terms and conditions of this Agreement and to
bind legally Purchaser. The construction, interpretation, and performance of this
Agreement shall be governed by the laws of the United States of America, and to the
extent that state law would apply under applicable federal law, the laws of the state where
the Property is located, without regard to conflicts of law principles thereof. Notices
under this Agreement shall be addressed to the parties at the following addresses:
Section 12. Florida Statutes. Notwithstanding the above, the provisions of Chapter 119
of the Florida Statutes shall prevail.
If to FDIC, to:
If to Purchaser, to:
Michael C. Cernech
City Manager
7525 NW 88 Ave
Tamarac, Florida 33321
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, FDIC and the Purchaser have executed this Acrreement
effective as of the day and vear first above written.
FDIC: Federal Deposit Insurance Corporation
(check one)
[X] as Receiver of
in its corporate capacity as Ilgllldator of
] as successor in interest to , as Receiver of
First East Side Savings Bank Case � 10461000126
[Name of instltutlOil]
FDIC:
By:
Sl0 natUre
Print Nalne
Title
EX H I B 1 1- A— Property Description
EXHIBIT B — Evaluation Material
1 'S 1)0(_1 0') CWr1e,!L ORF COW
Purchaser:
S 1 g-natU l-e
.vlichael C. Cernech
Print Name
City Manager
Title
Pau, e 5
EXHIBIT "A"
PROPERTY DESCRIPTION
(See attached)
See Legal Description
EXHIBIT "B"
TO BE PROVIDED TO PURCHASER UPON
RECEIPT