HomeMy WebLinkAboutCity of Tamarac Resolution R-2011-143Temp Reso #12143
December 16, 2011
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2011 NO'
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, APPROVING THE FIRST
AMENDMENT TO AGREEMENT FOR PURCHASE AND
SALE OF REAL PROPERTY WITH EDWARD RACK
CORPORATION, A FLORIDA CORPORATION;
AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO
EXECUTE THE FIRST AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE OF REAL PROPERTY WITH
THE EDWARD RACK CORPORATION, A FLORIDA
CORPORATION; APPROVING THE AGREEMENT FOR
PURCHASE AND SALE OF REAL PROPERTY
(OUTPARCEL) WITH THE EDWARD RACK
CORPORATION, A FLORIDA CORPORATION;
AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO
EXECUTE THE AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY (OUTPARCEL) WITH THE EDWARD
RACK CORPORATION, A FLORIDA CORPORATION;
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 FIRST AMENDMENT
TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY; 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 economic development within the
City; and
WHEREAS, City administration has negotiated a First Amendment to Agreement
for Purchase and Sale of Real Property with Edward Rack Corporation, a Florida
Temp Reso # 12143
December 16, 2011
Page 2
Corporation, ("First Amendment"), amending the Agreement for Purchase and Sale of
Real Property authorized by and entered into pursuant to Resolution 2011-114;
WHEREAS, City administration recommends that the City Commission enter into
the First Amendment, which is attached hereto as Exhibit "A" and incorporated herein by
reference;
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 "B" 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 "B", and incorporated herein by reference; and
WHEREAS, the City Commission finds that the approval of the First Amendment
and the Agreement for Purchase and Sale of Real Property, 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
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Temp Reso #12143
December 16, 2011
Page 3
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
First Amendment, a copy of which is attached hereto as Exhibit "A".
SECTION 3: 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 "B".
SECTION 4: The appropriate officials of the City of Tamarac, Florida are
hereby authorized to execute on behalf of the City of Tamarac, Florida, the First
Amendment and the Agreement for Purchase and Sale of Real Property between the City
and Edward Rack Corporation, a Florida corporation.
SECTION 5: The appropriate officials of the City of Tamarac, Florida are
hereby authorized to fund and to close the transactions contemplated in the First
Amendment and the Agreement for Purchase and Sale of Real Property between the City
and Edward Rack Corporation, a Florida corporation, 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 is If any clause, section, other part or application of this
Resolution isheld by any court of competent jurisdiction to be unconstitutional or invalid, in
Tern p Reso # 12143
December 16, 2011
Page 4
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.
PASSED AND ADOPTED BY THE TY C MMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS DAY OF , 2011.
r
BY: ajttAT ST: PAMELA BUSHNELL, MAYOR
PETER RI RDSON
CITY CLERK
I HEREBY CERTIFY that i
Have approved this
RESOLUTION as to form.
SA UEL S. GOREIN
CITY ATTORNEY
RECORD OF COMMISSION VOTE
MAYOR BUSHNELL
DIST 1:
COMM. SWENSON
DIST 2:
COMM. GOMEZ
DIST 3:
V/M GLASSER
DIST 4:
COMM. DRESSLER
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Exhibit A
FIRST AMENDMENT
TO AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY
WHEREAS, the City of Tamarac, a Florida municipal corporation (the "Purchaser")
and Edward Rack Corporation, a Florida corporation (the "Seller") entered into that
certain Agreement for Purchase and Sale of Real Property dated October 3, 2011 (the
"Contract") concerning the real property of a public golf club facility located in the City of
Tamarac (the "Property").
WHEREAS, the Seller granted a Right of First Refusal for a separate parcel of property
described in Exhibit "C" of the Contract for property described in Exhibit "B" of the
Contract.
WHEREAS, the Seller has agreed to sell and the Purchase has agreed to purchase the
Right of First Refusal property for $500,000.00.
WHEREAS, the Seller and the Purchaser have executed an Agreement for Purchase and
Sale of Real Property for the Right of First Refusal property.
WHEREAS, the Seller and the Purchase would like to remove any reference to the Right
of First Refusal Agreement from the Contract.
NOW THEREFORE,
Seller and Purchaser agree to the following:
1. The Whereas clauses are hereby ratified and confirmed.
2. Sections 4.7 and 8.7 of the Contract are hereby deleted in their entireties.
3. Exhibits B and C of the Contract are hereby deleted in their entireties.
4. All other terms and provisions of the Contract not otherwise modified by this First
Amendment are hereby ratified and confirmed, and shall remain in full force and
effect.
In the event of any inconsistencies between this First Amendment and the Contract, the
provisions contained in this First Amendment shall prevail. In any other respects, the
Contract remains unchanged.
SELLER, -
Edward Rack Corporation, a id
CoKWyan
By: Norman C. Rack
Title: Vice President/Secretary
Signed on December, 2011
HA2006106036MAmendment to Contract .doe
PURCHASER:
T e City of Tamarac, a Florida
4)knicipal o o Lion
r�
By: Pamela Bushnell
Title: Mayor
Signed on Decembeb��L011
City of Tamarac
Purchase and Sale Agreement
AGREEMENT FOR PURCHASE AND SALE (]F REAL PROPERTY
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered on this 3rd
day of October, 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
i ollows:
1. DEFINTITONS. The following terms when used in this Agreement shall have the
following meanings:
1.1 Pro a That certain unimproved real property located in the City of Tamarac,
]Florida (the "Property"), more particularly described as follows:
SEE EDIT "A" ATTACHED HERETO AND MADE A PART HEREOF.
1.2. Closing Date. The Closing Date shall occur on or before March 28, 2012.
1.3 Deed. A General Warranty Deed, in its statutory form, which shall convey the
Property from SELLER to PURCHASER.
1.4- , Earnest Money. The sum of One Thousand and 00/ 100 ($1,000.00) '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" Avenue,
Tamarac, Florida 33321, with copy to :Donald J. Doody, Esquire, Goren, Cherof, Doody & Ezrol, P.A., at
3099 East Commercial Boulevard, Suite 200, Florida 33308.
1.8 Other Definitions. The terms defined in any part of this Agreement shall have the
defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular shall be
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Purchase and Sale Agreement
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 Five Hundred Thousand and 00/100 ($500,000.00) 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 One Thousand and 00/100 ($1,000.00) Dollars C'Earnest Money").
Purchaser's obligation to close the transaction in accordance with provisions of this Agreement is contingent
upon the SELLER'S -ability to deliver good and marketable title for the Property in accordance herewith.
Should the SELLER default hereunder, the PURCHASER shall be entitled to an immediate refund of the
entire sum of the Earnest Money held by the Escrow Agent.
2.2 Balance of Pumhase 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 and all other utilities are available in the proper size and capacity to
serve the existing facilities and installed to the property lines. At all times during the Inspection Period,
PURCHASER and its agents shall be pirovided with reasonable access during normal business hours to the
Property for purposes of on -site inspection, upon reasonable prior Notice to SELLER. The scope of the
:inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the
circumstances. PURCHASER agrees to indemnify and hold SELLER harmless from any losses, claims,
costs, and expenses, including reasonable 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
relative to the Property during the -Inspection Period prove unsatisfactory in any fashion, the PURCHASER,
at its sole discretion, shall be entitled to terminate this Agreement. In such event, PURCHASER shall provide
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Ciiy of Tamarac
Purchase and Sale Agreement
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 quasigovernmental 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 furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall
indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection
therewith (including, without limitation, court costs and reasonable 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 ki this Agreement. SELLER does not and will not conflict with or
result in the breach of any condition or provision, or constitute a default under, or result in the creation or
imposition of any lien, charge, or encurnbrance upon any of the Property or assets of the SELLER by reason
of the terms of any contract, mortgage, Lien, lease, agreement, indenture, instrument or judgment to which the
SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no
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City of Tamarac
Purchase and Sale Agreement
action by any federal, state or municipal or other governmental department, commission, board, bureau or
instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in
accordance with its terms.
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.
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 TME.
5.1 Title to the Pro ep rty._ SELLER shall convey to the PURCHASER at Closing, by
delivery of a General Warranty Deed, title to the subject Property. PURCHASER shall, within ten (10) 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 ten (10) 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
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
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City of Tamarac
Purchase and Sale Agreement
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 ten (10) 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
w.ith the requirements of the survey map established in connection with the issuance of an owner's title
1.
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
conditions.
All of the representations, waminties 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.
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City of Tamarac
Purchase and Sale Agreement
7. CONDITIONS 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 Properly 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 December 20, 2011.
8. CONTINGENCIES. PURCHASER's 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 Commdssion of the. City of Tamarac authorizes this transaction.
8.5 Two (2) appraisals of the Property, acceptable by the City of Tamarac.
8.6 That SELLER is not in default under any terms of that certain Forbearancd
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, after Effective Date but before closing, the Property is damaged by
fire or other casualty, or both, cost of restoration is an obligation of SELLER.
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Purchase and Sale Agreement
10. CLOSING DOCUMIEPUS. 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 607.1-405 of .
the Florida Statutes and any other doctiments 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
PURCHASER.
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 PROBATIONS.
11.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section
196.295, Florida Statutes, with respect .to the payment of prorated ad valorem taxes for the year of closing
into escrow with the Broward County Revenue Collector. .
time of closing:
Florida Statutes.
11.2 Seller's C losing Costs. SELLER shall pay for the following items prior to or at the
a) Cost of providing marketable title as provided herein.
b) Documentar; Stamps of the Warranty Deed as provided under Chapter 201,
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 II);
b) Recording foes of the Warranty -Deed and title insurance premium for the
owner's policy on the Property;
12. CLOSING DATE AMD PLACE. The Closing shall take place on or before March* 28,
2012 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 relied 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 toconsummate the transaction in accordance with the terms
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City of Tamarac
Purchase and Sale Agreement
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 PURCHASER. 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: Seller hereby represents and wan -ants to Purchaser that Seller has not
engaged or dealt with any agent, broker or finder in regard to this Agreement or to the sale and purchase
of the Property contemplated hereby. Seller hereby indemnifies Purchaser and agrees to hold Purchaser
free and harmless from and against any and all liability, loss, cost, damage and expense, including but not
limited to attorneys' fees and costs of ]litigation both prior to and on appeal, which Purchaser shall ever
suffer or incur because of any claim by any agent, broker or finder engaged by Seller whether or not
meritorious, for any fee, commission or other compensation with respect to this Agreement or to the sale
and Purchase of the Property contemplated herein.
15. ENFORCEABILITY. If any provision in this Agreement shall, 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 88'h Avenue
Tamarac, Florida 33321
Attn: Michael Cernech, City Manager
With Copy to: Donald. I Doody, Esquire
GORE V, CHEROF; DOODY & EZROL, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Tel: (954) 7714500
Fax: (954) 7714923
Email: ddood3 @ci!yM.com
SELLER: Edward Rack Corporation
6800 NW 88" Avenue
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City of Tamarac
Purchase and Sale Agreement
Tamarac, FL 33321
Attn: Norman Rack
With a Copy to: Stanley Sacks, Esq. .
633 S. Andrews Ave., Suite 203,
Ft. Lauderdale, FL 33301-2840
ESCROW AGENT: GOREN, CBEROF, DOODY & EZROL, P.A.
3099 &Lst Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
17. GOVERNING LAW.
This Agreement shall be governed by the laws of the State €.f 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
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.
2Z. LITIGATION COSTS In connection with any litigation arising out of this Agreement,
the prevailing party shall be entitled to recover from the non -prevailing party all costs and expenses incurred,
including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
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City of Tamarac
Purchase and Sale Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dales indicated above:
WITNESSES:
_5 `-11H.4 e-
WITNESSES:
]ESCROW AGENT
Accepted and Agreed to:
GOREN, CHEROF, DOODY & EZROL, P.A.
inM
Signed on:
SELLER:
EDWARD RACK CORPORATION, a Florida
corporation
By: Norman C. Rack
Title: Vice President/Secretary
Signed on: lZ- /K - i I
PURCHASER:
CITY OF TAMARAC, a Florida municipal
c oration
a"w"'L 4�,L� -
By: Pamela Bushnell
Title: Mayor
Signed on:
11120061060365\AGREEMENT FOR PURCHASE AND SALE OF READ PROPERTY (Adj. Parcel).docx
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City of Tamarac
Purchase and Sale Agreement
EXYMIT A
A portion of Parcel 'R'. WOODLAND LAKES. according to the plat thereof -as recorded In Plat Book 71. Page 18
of the Pubic Records of Broward County. Florida. described as follows:
Commencing at the Southwest corner of said Parcel'R' THENCE South 89 degrees 0F50' East along the South Line
of said Parcel "R' and a South Line of that Right -of -Way for Northwest 88th Avenue (Pine Island Road) and McNab
Road described In Official Record Book 10155. Page 107 of the Public Records of Broward County. Florida. a
distance of 7.21 feet to the POINT OF BEGINNING; THENCE North 04 degrees 15'44' East along the East line of
said Right -of -Way. a distance of 157.62 feet to a point on the arc of a non -tangent curve concave to the South
having a radial bearing of North 41 degrees 0608" West; THENCE Easterly, along the arc of said curve having a
radius of 54.61 feet. a delta of 67' degrees 3414", and an arc distance of 64.41 feet to a Point of Tangency;
THENCE South 63 degrees 31'33" East, a distance of 21.10 feet to the beginning of a Tangent curve concave to the
Northeast; THENCE Southeasterly. along the arc of said curve having a radius of 90.00 feet, a delta of 26 degrees
30'04 . and an arc distance of 4163 feet to a Point of Tangency; THENCE North 89 degrees 58' 23" East.- a distance
of 189.00 feet; THENCE. North 85 degrees :Z5' I I" 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 degrees 01'54''West along the East line of said Parcel V. a distance of 331. 32 feet to
the South Line of said Parcel "R; THENCE North 89 degrees 01'50" We along said South line. a distance of
592.79 feet to the POINT OF BEGINNING. Lying In the City of Tamarac. Broward County, Florida
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