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HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-114I emp. Keso. No. 1208b September 15, 2011 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2011 - `% I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING THE PURCHASE AND SALE AGREEMENT WITH EDWARD RACK CORPORATION, A FLORIDA CORPORATION; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TAMARAC AND EDWARD RACK CORPORATION FOR THE CITY TO PURCHASE REAL PROPERTY LOCATED WITHIN THE CITY OF TAMARAC; PROVIDING FOR AUTHORIZATION FOR THE APPROPRIATE CITY OFFICIALS TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO CLOSE THE TRANSACTIONS CONSISTENT WITH THE PURCHASE AND SALE AGREEMENTS AND THE ASSIGNMENTS OF THE PURCHASE AND SALE AGREEMENTS; PROVIDING FOR FUNDING; PROVIDING FOR _ CONFLICTS PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Tamarac (the "City") recognizes the importance of providing a mechanism for managing the preservation of open space within the City; and WHEREAS, City administration has negotiated a Purchase and Sale Agreement with Edward Rack Corporation, a Florida corporation, for the acquisition of real property located in the City of Tamarac, legally described as follows: SEE EXHIBIT "A" HERETO AND MADE A PART HEREOF WHEREAS, City administration recommends that the City Commission enter into the Purchase and Sale Agreement with Edward Rack Corporation, a Florida corporation, for the acquisition of the Property pursuant to the Purchase and Sale Agreement which is attached hereto as Exhibit "A", and incorporated herein by reference; and WHEREAS, prior to the acquisition of the Property, the City shall complete due diligence as provided in Purchase and Sale Agreement; and I1P. I-mou. 1-4u. 1 i.vciu September 15, 2011 Page 2 WHEREAS, the City Commission finds that the approval of the Purchase and Sale Agreement, and the acquisition of the Property serves both a municipal and public purpose, and is consistent with the City's authority pursuant to Section 166.021, Florida Statutes; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All exhibits referred to in the "WHEREAS" clauses are hereby attached hereto and incorporated herein by reference. SECTION 2: The City Commission of the City of Tamarac approves the Agreement for Purchase and Sale of Real Property between the City and Edward Rack Corporation, a Florida corporation, a copy of which is attached hereto as Exhibit "A". SECTION 3: The appropriate officials of the City of Tamarac, Florida are hereby authorized to execute on behalf of the City of Tamarac, Florida, the Purchase and Sale Agreement between the City of Tamarac and Edward Rack Corporation, a Florida corporation (the "Purchase and Sale Agreement") SECTION 4: The appropriate officials and members of the City's administrative staff of the City of Tamarac, Florida and/or the City Attorney, are hereby authorized: (a) to obtain two (2) real estate appraisals for the Property; (b) to obtain a Phase I Environmental Audit and/or a Phase 11 Audit, if warranted, of the Property; and (c) to obtain a boundary survey of the Property, during the inspection period as stated in the Purchase and Sale Agreement. i emp. Keso. n4o. i i-vou September 15, 2011 Page 3 SECTION 5: The appropriate officials of the City of Tamarac, Florida are hereby authorized to fund and to close the transactions contemplated in the Purchase and Sale Agreement, and upon the occurrence of all conditions precedent, the appropriate officials of the City of Tamarac, Florida are specifically authorized to execute any and all documents required to complete the closings, including but not limited to, closing statements, and standard closing affidavits. SECTION 6: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 7: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 8: This resolution shall take effect immediately upon its adoption. 1 GI 1IV. 1 1 tlV. 1 LVVV September 15, 2011 Page 4 PASSED AND ADOPTED BY TH CITY C MMISSION OF THE CITY OF TAMARAC, FLORIDA THIS c2'9 DAY OF c , 2011. BY: PA,,-,. IL` I ATTEST: PAMELA BUSHNELL, MAYOR RECORD OF COMMISSION VOTE PETER RICHARDSON CITY CLERK `\ TA,�� MAYOR BUSHNELL y oF•• •• MBA // DIST 1: COMM. SWENSON Vim •, •.9� . 'J)IST 2 bIST 3 w ESTABLISHED : -t©IST 4 73 1963 : 4 ��•• SEAL I HEREBY C� Y,that.l••';�C`��` Have approved' yi�ousl RESOLUTION as td'fdtm. -SAMUEL S. GOREN CITY ATTORNEY V/M, GOMEZ COMM. GLASSER COMM. DRESSLER HA2005\050164 TAMARAMRESO 2011\TR # (Agmt for Purchase and sale of real property Rack).docx 1 1 1 City of Tamarac Purchase and Sale Agreement AGREEMENT FOR PIIRCHASE AND SALE OF REAL PROPERTY THIS P CHA E AND SALE AGREEMENT (the "Agreement") is made and entered on this J—Vday of , 2011 by and between the City of Tamarac, a Florida municipal corporation (hereinafter referred to as "PURCHASER") and Edward Rack Corporation, a Florida corporation (hereinafter referred to as "SELLER'). WITNESSETH In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ,I. DEFINITIONS. The following terms when used in this Agreement shall have the following meanings: 1.1 Pro pty. That certain unimproved real property located in the City of Tamarac, Florida (the "Property"), more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. 1.2 Closing Date. The Closing Date shall occur on or before fifteen days following the expiration of the Inspection Period hereinafter defined. 1.3 Deed. A General Warranty Deed, in its statutory form, which shall convey the Property from SELLER to PURCHASER. 1.4 Earnest _Mon e_y. The sum of Ten Thousand and 00/100 ($10,000.00) Dollars delivered as escrow deposit from PURCHASER to Escrow Agent, pursuant to Section 2.1 set forth herein. 1.5 Effective Date. The Effective Date of this Agreement shall be the date upon its execution by the last of either the SELLER, the PURCHASER or the Escrow Agent. 1.6 SELLER'S Address. Seller's mailing address c/o Colony West Country Club, 6800 NW 88`h Avenue, Tamarac, FL 33321. 1.7 PURCHASER'S Address. Purchaser's mailing address is 7525 NW 88 h. Avenue, Tamarac, Florida 33321, with copy to Donald I Doody, Esquire, Goren, Cherof, Doody & Ezrol, P.A., at 3099 East Commercial Boulevard, Suite 200, Florida 33308. 1.8 Other Definitions. The terms defined in any part of this Agreement shall have the City of Tamarac Purchase and Sale Agreement defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. 2. PURCHASE PRICE. Subject to the provisions of this Agreement, SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for the total Purchase Price of Three Million and 0011.00 ($3,000,000.00) Dollars and upon and subject to the terms and conditions hereinafter set forth. 2.1 Earnest Money. Concurrently with the execution of this Agreement, PURCHASER shall deposit and cause to be placed in an escrow account maintained by Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") the amount of Ten Thousand and 00/100 ($10,000.00) Dollars ("Earnest Money"). Purchaser's obligation to close the transaction in accordance with provisions of this Agreement is contingent upon the SELLER'S ability to deliver good and marketable title for the Property in accordance herewith. Should the SELLER default hereunder, the PURCHASER shall be entitled to an immediate refund of the entire sum of the Eamest Money held by the Escrow Agent. 2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by wire transfer of readily negotiable funds. 3. INSPECTIONS. PURCHASER shall have sixty (60) days from the Effective Date to perform inspections of the Property as the PURCHASER deems necessary ("Inspection Period"). During.the Inspection Period, PURCHASER shall, at its sole cost and expense, determine that utility services including, water, waste water, electric, telephone Fund all other utilities are available in the proper size and capacity to serve the existing facilities, and installed to the property lines. At all times during the Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Property for purposes of on -site inspecition,'upon reasonable prior Notice to SELLER. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed, appropriate under the circumstances. PURCHASER agrees to indemnify and hold SELLER harmless from any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from or be connected with any acts or omissions of PURCHASER during inspections that are done pursuant hereto. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. This Agreement is contingent upon PURCHASER, at PURCHASER'S sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, and if deemed necessary at is discretion, a Phase II Environmental Audit for which it will be granted an additional sixty (60) days for inspections. In the event that any inspections and any review of documents conducted by the PURCHASER i relative to the Property during the Inspection Period prove unsatisfactory in any fashion, the PURCHASER, 2 City of Tamarac Purchase and Sale Agreement at its sole discretion, shall be entitled to tornninate this Agreement. In such event, PURCHASER shall provide written cancellation notice by mail or facsimile to SELLER and/or SELLER'S counsel and receive an immediate refund of all Earnest Money deposits plus interest paid hereto. Upon such termination, the Escrow Agent shall be authorized to deliver the Escrow Deposit, together with any interest earned, as directed by the PURCHASER, and the parties shall have no further rights or obligations pursuant to this Agreement. SELLER shall not be entitled to object to the disbursement of the Escrow Deposit in such event. Within five (5) days after the Effective Date, SELLER shall provide PURCHASER with any and all relevant information relating to the Property which is in the SELLER'S possession, custody or control, including but not limited to all surveys, golf course plans, building; plans, topographical maps, soil borings reports, traffic studies, agreements, environmental reports, site planning concepts, permits, leases, contracts, project approvals, property tax bills, regulations and/or other governmental or quasigovemmental matters affecting the Property. In addition, SELLER shall deliver to PURCHASER any additional information with respect to the Property within five (5) calendar days of the SELLER'S receipt thereof. 4. SELLER'S REPRESENTATIONS. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of SELLER's knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing and the passing of title to the Property for a period of twelve (12) months following the Closing. SELLER represents and warrants to PURCHASER as follows: 4.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's liens for work or materials far mished to or contracted for, by or on behalf of SELLER. prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 4.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof. 4.3 SELLER has fill power and authority to enter into this Agreement and to assume and perform its obligations hereunder i]m this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, cr result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, hen, lease, agreement, indenture, instrument or judgment to which the 3 City of Tamarac Purchase and Sale Agreement SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make dds Agreement a valid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that it will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights -of -way, leases, easements, covenants, conditions or restrictions. 4.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Inspection Period to the Closing Date. 4.7 The parcel of property approximately 3 acres in size identified by folio number 494109 06 0123 and the legal description attached hereto as Exhibit `B" is not included in this Agreement. At closing, Seller will grant a Right of First Refusal for this separate parcel of property in the form attached hereto as Exhibit ,,c% All of the representations, warranties and covenants of SELLER contained in this Agreement delivered to PURCHASER. in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time. SELLER shall provide immediate notice to PURCHASER as to any changes to the above representations. 5. EVIDENCE OF TITLE. 5.1 Title to the Pro> &rty. SELLER shall convey to the PURCHASER at Closing, by delivery of a General Warranty Deed, tittle to the subject Property. PURCHASER shall, within five (5) days of the commencement of the Inspection Period, secure a title insurance commitment issued by a title insurance underwriter approved and selected by PURCHASER for the Property insuring PURCHASER'S title to the Property, subject only to those exceptions set forth in the commitment. The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be borne by the PURCHASER PURCHASER shall have five (5) days from the date of receiving said commitment to examine the title commitment and to notify SELLER of any objections to title. If PURCHASER objects to 4 City of Tamarac Purchase and Sale Agreement any exception to title as shown in the title commitment, and which SELLER chooses to cure, then it shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment within five (5) days after PURCHASER has provided notice to SELLER Within five (5) days prior to closing, SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either (1) that the objection has been cured and in such case enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time period set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments ,and monies held by the Escrow Agent shall be immediately returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured objection. 5.2 Survey and Legal Description. Within five (5) days of the commencement of the Inspection Period, PURCHASER at its own expense shall order: (i) a survey prepared by a registered land surveyor or engineer licensed in the State of Florida showing the boundaries of the land, and the location of any easements thereon and certifying the number of acres (to the nearest one thousandth acre) of land contained in the Property, all buildings, improvements and encroachments; and (ii) a correct legal description of the Property which, upon approval thereof by PURCHASER and SELLER (not to be unreasonably withheld), shall be the legal description used in the deed of conveyance. The survey and legal description shall be prepared and certified by a surveyor licensed and registered in the State of Florida and shall comply with the requirements of the survey map established in connection with the issuance of an owner's title insurance policy on the Land. The survey shall be certified to PURCHASER and the title insurance company issuing the title insurance. 6. PURCHASER'S REPRESENTATIONS. PURCHASER hereby represents and warrants to the best of its knowledge that all of the following are true and correct: 6.1 PURCHASER has full, power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. 6.2 The execution and delivery of this Agreement and the performance by PURCHASER of the obligations hereunder have been duly authorized by the pertinent governmental authorities in compliance with Chapter 166 of the Florida Statutes, the City of Tamarac Charter and Code of Ordinances, as may be required, and no further action or approval is required in order to constitute this Agreement as a binding obligation of the PURCHASER 6.3 Except as otherwise provided for in this Agreement, no action by any federal, state, municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance with its terms and 5 City of Tamarac Purchase and Sale Agreement conditions. All of the representations, warranties and covenants of PURCHASER contained in this Agreement delivered to SELLER in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time. 7. CONDI`i"IONS PRECEDENT TO CLOSING. Each of the following events or occurrences ("Conditions Precedents") shall be a condition precedent to PURCHASER'S obligation to close this transaction: 7.1 PURCHASER has not timely notified SELLER that it is dissatisfied with the Inspection Period investigation conducted on the Property during the Inspection Period. 7.2 SELLER has performed all covenant, agreements and obligations, and complied with all conditions required by this Agreement to convey clear and marketable. title of the Property to PURCHASER, prior to closing. 7:3 The average appraised value of the Property, as provided by two (2) certified current appraisals. If the agreed purchase price exceeds the average appraised price of the two appraisals, the governing body is required to approve the purchase price by an extraordinary vote pursuant to Section 166.045(1)(b), F.S. 7.4 Approval of this Agreement by the City Commission of the City of Tamarac on or before , 2011. 7.5 The PURCHASER entering into a triple net lease agreement with the for a term of three (3) years from the date of closing_ The terms of the Triple Net Lease shall be negotiated between the PURCHASER and SELLER during the Inspection Period. 7.6 The acceptance of a total payment of Three Million Dollars and 00/100 ($3,000,000.00) by the holder of any notes securing debt on the Property and as providing for the complete satisfaction, discharge and release of any mortgage or loan, with interest, held by the noteholder(s). 8. CONTINGENCIES. PURCHASER' obligations under this Agreement are contingent upon the following: 8.1 That the PURCHASER is fully satisfied with its due diligence investigation conducted during the investigation period. 8.2 The conveyance of clear and marketable title to the Property to PURCHASER. 8.3 That the environmental audit is satisfactory and acceptable to PURCHASER 8.4 The City Commission of the City of Tamarac authorizes this transaction. 8.5 Two (2) appraisals of the Property, acceptable by the City of Tamarac. 6 City of Tamarac. Purchase and Sale Agreement 8.6 Written approval from Convergent Capital Partners, LLC, its affiliates, successors and/or assigns acknowledging and approving the Purchase Price of $3,000,000.00 and agreeing to accept no more than $3,000,000.00 as full and complete satisfaction of all outstanding indebtedness due from the SELLER and encumbering the Property. The written confirmation from Convergent Capital Partners, LLC must be received by SELLER and a copy provided to PURCHASER within five (5) business days of the Effective Date. PURCHASER shall have sole discretion to accept or reject the terms in the Convergent Capital Partners, LLC letter and in the event the terns are unacceptable or the written approval is not received within five (5) days of the Effective Date, PURCHASER may terminate this Agreement, and receive an immediate refund of all tendered Earnest Money. 8.7 Execution and Delivery to the PURCHASER at closing of a Right of First Refusal to that certain three acre parcel of real property more particularly described on Exhibit "B" attached hereto. The form of the Right of First Refusal is attached as Exhibit "C" hereto. 83 That SELLER is not in default under any terms of that certain Forbearance Agreement dated September 9, 2011 entered into by and between the SELLER, Norman C. Rack and Nancy Rack, collectively as Borrower and CCP Tamarac, LLC, a Florida limited liability company, as Lender. 9. RISK OF LOSS. If, alter Effective Date but before closing, the Property is damaged by fire or other casualty, or both, cost of restoration is an obligation of SELLER. 10. CLOSING DOCUMEI.WS. At closing, SELLER shall deliver to PURCHASER a General Warranty Deed, Bill of Sale, if applicable, No Lien/Gap Affidavit, Non -Foreign Certification in accordance with Section 1445 of the Internal Revenue Code, 1099 Form, an affidavit to comply with. Section 607.1405 of the Florida Statutes and any other documents as listed as title requirement in Schedule B-I of the Title Commitment to assure the conveyance of good and marketable fee simple title of the Property to the 1�-�l1 OT56- v""' At closing, PURCHASER shall deliver to Closing Agent the balance of the Purchase Price in accordance to Paragraph 2 of this Agreement. 11. CLOSING COSTS, TAXES AND PRORATIONS. I A al e ll 'es. S d LE all 1 th ction V1 .295, lori tatu wi respec o the yme of pro ad ore es the o osing i to w th zo ar Co Re: n e C le tor. 11.2 ' Seller's Closing Costs. SELLER shall pay for the following items prior to or at the time of closing: a) Cost of providing marketable title as provided herein. 7 City of Tamarac Purchase and Sale Agreement 11.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at the time of Closing: a) Costs associated to appraisals, survey, environmental reports (phase I and phase 11); b) Recording lies of the Warranty Deed, documentary stamps on the Warranty Deed as provided under Chapter 201, Florida Statutes and title insurance premium for the owner's policy on the Property; c) All property taxes due and owing for the year 2011. 12. CLOSING DATE AMD PLACE. The Closing shall take place on or before fifteen (15) days following the expiration of the hsspection Period at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. 13. DEFAULT. In the event of default by SELLER, PURCHASER shall have the election of the following remedies, which shall include the return of the earnest money and accrued interest as liquidated damages, or equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or injunctive relief. If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this Agreement, all monies on deposit and interest earned on the deposit shall be immediately forfeited to SELLER as agreed upon liquidated damages and PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such default. SELLER'S sole and entire remedy shall be restricted to retention of the deposit plus all accrued interest. In the event of any willful default or intentional or knowing misrepresentation by SELLER, then in addition to the foregoing remedies, PURCHASER shall be entitled to recover from SELLER its reasonable attorney's fees and if PURCHASED: terminates this Agreement as a result of such default or misrepresentation, all of PURCHASER's out of pocket costs and expenses incurred in connection with this transaction. 14. BROKER: The parties each represent to the other that they have not dealt with any real estate broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or brokerage commission in accordance wiith Florida law, except for the Brotman Group, Inc. (the "Broker'). PURCHASER shall be responsible to pay at closing a real estate commission of Forty Thousand and 00/100 Dollars ($40,000.00) to Brotman Group, Inc. SELLER is not responsible for any broker's fees or commissions under this Agreement. SELLER and PURCHASER shall indemnify, hold harmless and defend the other against all liability, loss, 9 City of Tamarac Purchase and Sale Agreement cost, claim or expense arising out of any breach by either of them, as the case may be, against its respective obligations or representations in this Paragraph. 15. ENFORCEABILITY. If any provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this Agreement. 16. NOTICE. All written :notices to the parties to this Agreement shall be deemed effective if sent to the following places: PURCHASER City of Tamarac 7525 NW 881 Avenue Tamarac, Florida 33321 Attn: Michael Cernech, City Manager With Copy to: Donald J. Doody, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tel: (954) 771-4500 Fax: (954) 771-4923 Email: ;ddoody�cityattv.com SELLER Edward Rack Corporation 6800 NW 88`h Avenue Tamarac, FL 33321 Attn: Norman Rack With a Copy to: ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 17. 'GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida. The parties agree to submit to personal jurisdiction in the Circuit Court in and for Broward County, Florida, in any action or proceeding arising out of this Agreement. 18. ENTIRE AGREEMENT'. This Agreement states the entire agreement between the parties and supersedes all prior agreements and negotiations, either oral or written, with respect to the subject matter 9 City of Tamarac Purchase and Sale Agreement of this Agreement. All prior understandings. and agreements between SELLER and PURCHASER are merged in this Agreement, and neither SELLER nor PURCHASER is or shall be bound by any stipulations, representations, agreements or promises, oral or otherwise, not printed or inserted in this Agreement. 19. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER 20. SUCCESSORS. This Agreement shall be finding upon and inure to the benefit of the parties and their respective executors, administrators, successors and permitted assigns. 21. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be taken to be an original., but all of which, when taken together shall constitute one and the same Agreement. The parties hereto agree that a facsimile copy hereof and any signatures. hereon shall be considered for all purposes as originals. 22. LITIGATION COSTS_ In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all costs and expenses incurred, including its reasonable attorney's fees al. all trial and appellate levels and post judgment proceedings. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated above: WITNESSES: 'WITNESSES: SELLER: EDWARD RACK CORPORATION, a Florida corporation By: -- �� A 0 fry Title: Signed on: Z�¢� - PURCHASER: CITY OF TAMARAC, a Florida municipal corpZL " L' ( I b By: AMC--wl- --4y SAtJ 1E5l.(— Title: ortAYOP— A 1 if Signed on: � 3H -D d = a) . TA196 10 i O' SEAL : O i��//,/,C06V ,`\e�� City of Tamarac Purchase and Sale Agreement ESCROW AGENT Accepted and Agreed to: GOREN, CHEROF, DOODY & EZROL, P.A. By: Signed on : H:\2006\060365\AGR.EEIvT73NT FOR PURCHASE AND SALE OF REAL PROPERTY clean 9-14-1 Ldocx 11 ' EXFIMIT A A portion of Section 8, Township 49 South, Range 41 East, of Fort Lauderdale Truck Farms Subdivision, as recorded in Plat Book 4, Page 31, of the Public Records of Broward County, Florida, being more particularly described as follows: Commencing at the Northeast corner of said Section 8; thence South 000 01' 37" East, along the East lute of said Section 8, a distance of 2637.99 feet; thence North 88' 59' 05" West a distance of 53.01 feet to the Point of Beginning of this description; thence North 000 01' 37" West, parallel with and 53.00 feet West o� as measured at right angles to the East line of said Section 8, a distance of 1558.05 feet to a point of curvature of a circular curve to the left; thence Northerly and Westerly along the arc of said curve, having a radius of 25.00 feet, an arc distance of 39.27 feet to the point of tangency; thence South 89° 58' 23" West a distance of 35.00 feet to a point of curvature of a circular curve to the left; thence Westerly and Southerly along the arc of said curve, having a radius of 285.00 feet, an arc distance of 40.13 feet; thence South,01 01' 37" East, a distance of 135.00 feet; thence South 161 02' 45" West, a distance of 686.27 feet; thence South 050 34' 29" East, a distance of 600.52 feet; thence North 72' 09' 58" West, a distance of 401.52'feet; thence North 98159' 05 " West, a distance of 280.00 feet; thence North 09" 50' 20" East, a distance of 1001.80 feet to the point of curvature of a circular curve to the let thence•Northerly, along the are of said curve, having a radius of 220.00 tbet, an arc distance of 201.04 feet; thence North 61" 47' 33" East, a distance of 44895 feet; thence South 39' 51' 47' East, a distance of 180.88 feet to an intersection with the are of a circular curve to the right, having a radius of 335.00 feet and whose radius point bears South 370 49' 54" East, from the last described point; thence Easterly along the arc of said curve, an are distance of 76.60 feet to an intersection with the arc of a circular curve to the left; thence Northerly and Westerly along the arc of said curve, having a radius of .300.00 feet, and whose radius point bears South 89° 57' 0T' West, from the last described point, an art distance of 250.54 feet to the point of tangency; thence North 47153' 50" West, a distance of 541.03 feet; thence North 01 01' 37' West, a distance of 410.00 feet; thence North 88° 59' W' West, parallel with and 53.00 feet South of as measured at right angles to the North line of said Section % being further described as the South Right=of-Way line of McNab Road, a distance of 100.00 feet; thence South 0° 01' 37" East, a distance of 130.61 feet; thence Southwesterly along the arc of a circular curve to the right, whose radius paint bears North 88' 59' 10" West, E.-om the last described point and having a radius of 1280.00 feet, an are distance of 999.70 feet; thence North 570 59' 05" west, a distance of 7.45 feet; thence South 320 00' 55" West, a distance of 45.00 feet; thence South 57' 59' 05" East, a distance of 162.90 feet to the point of curvature of a circular curve to the right; thence Southerly along the are of said curve, having a radius of 175.00 feet, an arc distance of 230.77 feet to the Point of tangency; thence South 17' 34' 17" West, a distance of 147.61 feet to the point of curvature Of a circular curve to the left; thence Southerly, along the are of said curve, having a radius of 375.00 feet, an are distance of 172.37 feet to the point of tangency; thence South 08145' 52" East, a . distance of 541.39 feet to the paint of curvature of a circular curve to the right; thence Southwesterly,. along the arc of said curve, having a radius of 100.0.0 feet, an arc distance of 143.00 feet to the point of tangency; thence South'73' 09' 58" West, a distance of 117.65 feet to the point of curvature of a circular curve to the right; thence Northwesterly along the are of said curve, having a radius of 75.00 feet, an arc distance of 137.16 feet to a point of reverse curve; thence Northwesterly'along the are of a circular curve to the lets; having a radius of 125.00 feet, an are distance of 78.86 feet to the point of tangency; thence North 380 11' 55" West, a distance of 264.30 feet; thence North 010 00' 55" East, a distance of 445.00 feet; thence North 88° 59' 05" West, a distance of 100.00 feet; thence North 67° 23' 29" West, a distance of 189.57 That to the point of curvature of a circular curve to'the'right; thence Northwesterly, along the arc of said curve, having a radius of 385.00 feet, an arc distance of 245.84 feet; thence South 590 11' 39" West, a distance of 375.88 feet to the point of curvature of a circular curve to the let thence Southwesterly, along the arc of said curve, having a radius of 1420.00 feet, an arc distance of 517.41 feet to the point of tangency; thence South 386 19' 01" West, a distance of 177.12 feet to a point on the are of a circular curve to the right, whose radius point bears South 47' 40' 39" West, from the last described point; thence Southeasterly, along the are of said curve, having a radius of 830.00 feet, an are distzmce of 39.14 feet; thence North 65' 52' 56" East, a distance of 711.17 feet; thence North 59© 1 P 39" bast, a distance of 195.30 feet to the point of curvature of a circular curve to the right; thence Easterly, along the arc of said curve, having a radius of 90.00 feet an arc distance of 129.76 feet jto the point of tangency; thence South 380 11' 55" East, a distance of 238.94 feet to the point of curvature of a circular curve to the right; thence South along -the are of said curve, having a radius of 75.00 feet, an are i distance of 51.33 feet to the point of tangency; thence South 010 00' 55" West, a distance of 199.51 feet to the point of curvature of a circular curve to the left; thence Southeasterly, along the are of said curve, having a EXHIBIT "A" CONTINUED radius of 110.00 feet, an are distauce of 51.87 feet to the point of tangency; thence South 26100' 00" East, a distance of 31.57 feet to the point of curvature of a circular curve to the right; thence Southerly along the arc of said curve, having a radius of 200.00 feet, an are distance of 94.30 feet to the point of tangency; thence South 01' 00' 55" West a distanoa of 55.00 feet to the point of curvature of a circular curve to the right; thence Southwesterly, along the arc, of said curve, having a radius of 75.00 feet, an arc distance of 146.59 feet to the point of tangency; thence North 670 00' 00" West, a distance of 144.50 feet to the point of curvature of a circular curve to the left; thence Northwesterly along the arc of said curve, having a radius of 350.00 feet, an arc distance of 134.30 feet to the point of tangency; thence North 88' 59' 05" West, a distance of 687.55 feet to a point on the are of a circular curve to the left, whose radius point -boars South 690 4113011 West; from. the last described point; thence Northwesterly, along the are of said curve, having a radius of 770.00 feet, an arc distance of 185.01 feet; thence South 531 00'40" West, a distance of 140.37 feet to a point of curvature of a circular curve to the right; thence Westerly, along the arc of said curve, having a radius of 75.00 feet an are distance of 90.45 feet to the point of tangency; thence North 579 53' 23" West, a distance of 92.88 feet to the point of curvature of a circular curve to the left; thence Westerly, along the are of said curve, having a radius of 250.00 feet an arc distance of 167.23 feet to the point of tangency; thence South 83" 47' 04" West, a distance of 421.11 feet; thence South 880 41' 41" West, a distance of 718.98 feet to the point of curvature of a circular curve to the right; thence Northwesterly, along the arc of said curve having a radius of 140.00 feet, an arc distance of 131.77 feet to the point of tangency; thence North 37' 22' 33" West, a distance of 93.81 feet to the point of curvature of a circular curve to the let thence Northwesterly along the arc of said curve, having a radius of 140.00 feet, an arc distance of 182.44 feet to the point of tangency; thence South 67' 57' 3 1 " West, a distance of 152.74 feet to the point of curvature of a circular curve to the right; thence Westerly and Northerly along the arc of said curve, having a radius of 125.00 feet, an arc distance of 267.38 feet; to the point of tangency; thence North 100 31' 03" East, a distance of 170.46 feet to the point of curvature of a circular curve to the let thence Northerly along the arc of said curve, having a radius of 300.00 feet, an are distance of 162.91 feet to the point of tangency; thence North 20' 35' 42" West, a distance of 175.39 feet to the point of curvature of a circular curve to the right; thence Northeasterly along the are of said curve, having a radius of 75.00 feet, an are distance of 126.46 feet to the point of tangency; thence North 760 00' 35" Bast, a distance of 218.42 feet to the point of curvature of a circular curve to the right; thence Easterly and Southerly along the are of said curve, having, a radius of 150.00 feet, an arc distance of 323.38 feet to a point of reverse curve; thence Southeasterly, along the arc of a circular curve to the left, having a radius of 110.00 feet, an arc distance 91.05 feet to the point of tangency; thence South 27" 53' 51" East, a'distance of 360.00. feet to the point of curvature of a circular curve to the left; thence Southeasterly along the arc of said curve, having a radius of 100.00 feet, an arc distance of 149,45 feet; thence North 200 56' 13" West, a distance of 173.30 feet to the point of curvature of a circular curve to the Tight; thence Northerly along the are of said curve, having a radius of 290.00 feet, an arc distance of 23:6,15 feet to a point of reverse curve; thence Northwesterly along the.arc of a circular curve to the lets, having a radius of 25.00 feet, an are. distance of 39.91 feet to a point of reverse curve; thence Northwesterly along the arc of a circular curve to the right having a radius of 725.00 feet, an are distance of 496.68 feet; thence North 881 59' 10" West, a distance of 539.68 feet; thence South 00° 00' 51" West, parallel with acid 53.00 feet Bast of, as measured at right angles to the West line of said Section 8, a distance of 1359.73 feet; thence South 98' 59' 05" East, a distance of 5171.68 feet to the point of Beginning. LESS and EXCEPT the following described parcel. Commencing at the Northeast corner of said Section 8; thence South 000 01' 37" East along the East line thereof a distance of 2637.99 feet; thence North 88' 59' 05" West, a distance of 53.01 feet; thence North 00° Ol' 37" West, parallel with and 53.00 feet West of, as measured at right angles to the East line of said Section 8, a distance of 134.86 fact to the point of beginning of this description, said point being further described as being the point of curvature of a circular curve to the left; thence Northerly and Westerly along the are of said curve having a radius of 25.00 feet an arc distance of 39.27 feet to the point of tangency; thence South 89' 58' 23" West, a distance of 29.47 feet to 'a point of curvature of a circular curve. to the right; thence Westerly, and Northerly along the are of said curve, having a radius of 575.00 feet an arc distance of 179.25 feet to the point of tangency; thence North 72° 09' 58" West, a distance of 1.18 feet; thence North 05' 34' 29" West, a distance of 54.48 feet; thence South 72' 09' 58" East, a distance of 22.83 feet to a point of curvature of a circular curve to the lets thence Southerly and Easterly along the are of said curve having a radius of 525.00 feet, an arc distance of.163.66 feet to the point of tangency; thence North 89' 58' 23" East, a distance of 29A7 feet to a point of curvature of a circular curve to EXH.IBrr "A" CONTINUED the left; thence Easterly and Northerly along the arc of said curve, having a radius of 25.00 feet, an are distance of 39.27, feet; thence South 000 OF 37" East, parallel with and 53.00 feet West of as measured at right angles to the East line of.saidt Section 8 a distance of 100.00 feet to the point'of BEG)NMMO, and also LESS and EXCEPT Parcels "B" 'and "C", and. Road Right -of -Way for Westwood Boulevard West- of the Village, as recorded in Flat Book 80, Page 19 of the Public Records of Broward County, Florida. Together with: Parcel "G" of Woodland Lakes, according to the plat thereof; recorded in Plat Book 71, Page 18 of the Public records of Broward County, Florida Together with: All of Colony West Clubhouse Plat, according to the Plat theieoi recorded in Plat Book 103, Page 36 of the Public Records of Broward County, Florida. Less and Except therefrom two p;u-cels known as Pcls. 109 and 113 of Project 5117 McNab Road Widening from Pine Island Road to University Drive as described in Corporate Warranty deed recorded July 9, 1998 in O. R. Book 28534 at Page 705 of the Public records of Broward County, Florida. LEGAL DESCRIPTION SUBJECT TO VERFICATION BY SURVEY. RXHIBTT B- LE13AL DESCRIPTION OF PROPERTY DESCRIPTION A portion of Parcel °R" WOODLAND- LAKES, according to the prat thereof, as recorded In Plat Book 71, Page to of the Public Records of Broward County. Florida. described as foliawe: Commencing at the Southwest'corner of said parcel "R°; THENC ° ` Ea t u I sa r I• R" and a u II at J1�0 f-se 8 bh A tPihe island a n o Ro Ib fflcla ACo d� i0i56, page 10 O the file, B ty ..F.1 I stance of 7. 21 e t e I lilT FNN G; THENCE to 0 th East d 1 Way, a ndieca t f p t the a C Fal g curve conca t +ng a arin of thD West•,THENCE to I y, aIo a of ur ve vin a s o. 54. 61 feet. a delta of 67 1341348, . and an arc distance of 64.41 feet to a Point of Tangency: THENCE 'South 63931' 33' East, a distance of 21. tO feet to the beginning of:a Tangent curve concave to the Northeast; THENCE Southeasterly, �alonpp the are of said curve having a radius of, 90.00 feet, a. delta of ;26°30, 04". and an arc distance of 41.63 feet to a Point of Tangency; THENCE North 89°5823" 'East, a,distance of 189.00 feet; THENCE North 85025'11' East. a distance of 539.13- feet to the Southwest corner of the parcel of land described In Official Record Book 16260. Page 805 of the Public Records of Broward County, Florida: THENCE South 53.01'54" west along the East line of said PprCel 'RO. 'a distance of 331.32 feet to the South line of said Parcel RE; THENCE North 89°U1'50" West along said South line, a distance of 592.79 feet to the POINT OF BEGINNING. Lying In the, City of Tamarac. Broward County, Florida. Containing ws, 686 acres, more ar less. SUBJECT TO VERIFICATION BY SURVEY, I, X.12F.1..1 . V. This Instrument was Prepared By: Donald J. Doody, Esq. Goren, Cherof, Doody & Ezrrol, P.A. 3099 E. Commercial Blvd. Suite 200 Ft. Lauderdale, FL 33308 AGREEMEN]C FOR RIGHT F FIRST REFUSAL THISWGEMENT., �RIG OF FIRST REFUSAL (hereinafter "Agreement', is made on thisday of2011 by and between the CITY OF TAMARAC, a Florida municipal corporation ITY") andthe EDWARD RACK CORPORATION, a Florida corporation (hereinafter "RACE."), regarding certain real property situate, lying and being in the County of Broward, State of Florida, (hereinafter the "Property") more particularly described as follows: SEE EXHIBIT "A" ATTACHED HERETO. WHEREAS, RACK owns a separate parcel of property which is located adjacent to real property that RACK has conveyed to CITY; . . WHEREAS, the CITY is desirous of obtaining a Right of First Refusal from RACK for the Property. NOW THEREFORE, in consideration of mutual covenants, CITY and RACK hereby agree and warrant that: I. RACK hereby grants and agrees that the CITY shall have a Right of First Refusal with respect to the Property in accordance with the terms set forth herein. 2. The Right of First Refusal shall grant the CITY the right to purchase from RACK the Property for the same purchase price as set forth in a written valid offer of a contract for sale and purchase tendered by a third party in an arms length transaction, provided that the purchase price represents the appraised fair market value of the Property and RACK provides written notice to the CITY of its desire to accept said offer of a contract for sale and purchase. RACK shall be required to provide the CITY written notice of its intent to accept the offer of a contract for sale within twenty four (24) hours of its intent to accept the offer. 3. The Property which is the subject of this Agreement is freely assignable by RACK. Any transfer of the Property not pursuant to an accepted offer for a contract of sale (e.g., a gratuitous transfer or involuntary transfer) shall be subject to and shall not defeat the rights of CITY, its successors and assigns. However, once RACK has sold the Property to another purchaser, CITY having failed to exercise its right of first refusal under this Agreement, this Agreement shall expire and the right of first refusal shall not bind the other purchaser. If, however, the sale to such other purchaser is not completed for any reason whatsoever and RACK under this Agreement retains the title to the Property, then this right of first refusal shall still be in force and effect according to its 1 OF 4 terms. An agreement to exchange property for the Property subject to this Agreement shall constitute a sale triggering this right of first refusal and the CITY under this Agreement shall be entitled to exercise the right of first refusal by tendering the fair market value of the property which was offered in exchange. 4. CITY agrees to exercise or waive its Right of First Refusal within forty-five (45) days of receipt of written notification from RACK of its intent to accept the offer of sale and a copy of a bona fide offer or proposed contract for purchase from a third party and copy of two (2) appraisals. S. In the event CITY elects not to exercise the Right of First Refusal as provided for in Section 3 above, then in that event, CITY agrees to tender a written document in recordable form which would serve to release, terminate and waive its Right of First Refusal with a release or acknowledgement upon the actual closing of the Property. 6: In the event CITY exercises its election to purchase the Property pursuant to this Right of First Refusal, RACK shall be obligated and bound to enter into the agreed contract with CITY and to fully perform its terms.' 7. If CITY after exercising its Right of First Refusal, defaults or fails to close in accordance with the terms of the contract for sale and purchase, then the Right of First Refusal shall terminate and be cancelled, null and void. 8. This Right of First Refusal shall not apply to any conveyance made by RACK to a trust, to any relative by blood or to a spouse, but in any event, the right of first refusal shall survive and be enforceable notwithstanding Emy such conveyance. 9. In the event of the death of any of the officers of RACK, this Right of First Refusal shall be binding upon its successors and assigns. 10. The parties agree to simultaneously execute and record this Agreement in the Public Records ofBroward County, Florida. 11. This Agreement shall be deemed to be a covenant running with the land. 12. In the event of any litigation that arises out of the enforcement of this Agreement, the prevailing party shall be entitled to recovery of all costs and attorney fees expendable to enforce this Agreement. SIGNATURES ON THE FOLLOWING PAGE. 2 OF 4 IN WITNESS WH 1xEEOF, i:he parties hereunto set their hands and seals the day .and year first above written. Signed, sealed and delivered in our presence: EDWARD RACK CORPORATION, a Florida corporation Title: CITY OF TAMARAC, a Florida `\ \ 1 I I I I r i i municipal corporation ��� d T11M,g9�i� By: wt u4 us-t dia-" - = ® ESTABLISHED • Title: =� 1963 ..,_ Tp SEAL STATE OF FLORIDA COUNTY OF BROWARD CO U }, The fore g instrument eknowledged before me on this -�1 ? day o . 2011► by ✓I I I I I \ `M\ ^ --c — : of EDWARD RACK CORPORA N, a Florida corporation, an behalf of the corporation, who is personally Iglown to rpe or has produced a Florida Driver's License as identification. * * la0IM18 EXPIRES: November 17, 2012 STATE OF FLORIDA +,F r`��Op W&d mn, su p Mdwy Se*A CW COUNTY OF BIZOWARD The foregoin in ent was ackn.owl d ed before me on this day of �� 14-4-f 2011 by &,ne 44 7 i7 r' / as _ -� of the City of Tamarac, on behalf of the City, who is personally known to, me or hai produced a Florida Driver's License as identification. T .\200610603651Right of First Refusal - Agieement.doc NOTARY PUBLIC TINA M. WHEATLEY MY COMMISSION # EE5619 EXPIRES! August 06, 2014 3 OF 4 LI-.WO-1-N.OfARY Fl. Namy Dig nl Aa w Co. Ex3jm" 1 A LEI AL'DRSCOMMOM OF PR.OPMTY DESCRIPTION A partlon of Parcel "Ft`. WOODLAND, LAKES, amedrding to the prat thereof, as recorded In Plat Book 71, Page 0 of the Pubtis Records of Broward County, Florida. described as follows. Commincing at the Snuthioest corner of said Parcei "R`; THENC Ira p t u i Ss ! [[ " R` Isdland a ii F1 OFI ib ffiela Reties A 1 155. Rage to) n th Re9 ty PI Istance of 7.2i• .e a.- iNT MN G. THENCE MPL5 t, b 1K654. Way. a dlS C he C V:h urve conca t ng ain f Ntlawl ste THENCI' te� 1 y. a 10 l acarve v u61 feet. a Oita of 57L340340, and an are distance of B4:41 feet to a Point of Tangency; THENCE South 63131"331' East. a. distance 0f 21.0 feet to the.beginning of.a Tangent curve concave to the Northeast; THENCE Southeasterly. al'ang the are of said curva having a-radius of 90.00 feet. S delta of R6•801040. and an arc distance of 4i.63 feet t0 a Point of Tangency: THENCE North 89" 58' 233 East. a - d i stance of M. od feet; THENCE North 859251110 Ent. a • distance of 539. 13 .feet to the Southwest corner of th.e parcel of land described in Official Record Book 16260. Page 905 of the. Pub t i c Racoi~ds of Broward County. F t or I da: THENCE South 53`01'54` West along -the East line of said Parcel "R", a distance of 331.32 felt to the South line of said Parcel `R"; THENCE North 89801'50Hest along said South line, a distance of 592-79 feet to the POINT OF 9EGINNINQ. Lying in the City of Tamarac. Bromard County, F I or i.da. Containing 2. b85 acres. more ar less. SUBJECT TO VERIFICATION BY SURVEY. 4 of. 4