HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-101Temp. Reso. # 11903
July 7, 2010
Page 1 of 5
RESOLUTION NO. O-ca D %
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AMENDING RESOLUTION R-
2010-59; APPROVING AND AUTHORIZING APPROPRIATE
CITY OFFICIALS TO EXECUTE CERTAIN AMENDMENTS
TO THE PURCHASE AND SALE AGREEMENTS
BETWEEN THE CITY AS ASSIGNEE OF THE
AGREEMENTS BETWEEN BROTMAN GROUP, INC. AND
T&C REALTY GROUP, INC., M&M SOUTH PROPERTIES,
INC., AND BERNARDO MARIBONA, AS TRUSTEE OF B.
COMMERCIAL, INC. WHICH PROVIDE FOR UP TO THREE
(3) ADDITIONAL THIRTY (30) DAY EXTENSIONS OF TIME
TO THE DUE DILIGENCE PERIOD FOR THE RESPECTIVE
PURCHASE AND SALE AGREEMENTS; AUTHORIZING
THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AMENDMENT TO THE PURCHASE AND SALE
AGREEMENT BETWEEN THE CITY AND T&C REALTY
GROUP, INC. TO PROVIDE FOR THE PAYMENT OF UP TO
SIX PERCENT (6%) INTEREST IN THE EVENT THE
TRANSACTION WITH T&C REALTY GROUP, INC.
CLOSES; 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, the City Commission finds that through the acquisition of real property
in specific areas within the City that the municipal government can be a catalyst for
increasing jobs, diversifying the City's tax base, increase the City's property tax revenues,
increase local shopping and dining options for the City's residents and businesses, create
a sense of place within the City, enhance public perceptions of the City, and create a local
gathering place; and
Temp. Reso. # 11903
July 7, 2010
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WHEREAS, on May 12, 2010, the City Commission adopted Resolution No. R-
2010-59, which approved the assignment to the City of the Purchase and Sale
Agreements between the Brotman Group, Inc. and T&C Realty Group, Inc., M&M South
Properties, Inc., and Bemardo Maribona, as Trustee of B. Commercial, Inc. for the
acquisition of real property located in the City of Tamarac, all of the real property referred
to herein is collectively referred to as the "Property"); and
WHEREAS, pursuant to the Purchase and Sale Agreements, the City had certain
rights and obligations with respect to obtaining title information, surveys, appraisals, and
environmental reviews with respect to the Property during a specified time period,
otherwise known as the "Due Diligence Period"; and
WHEREAS, the City Commission, pursuant to Resolution No. R-2010-59,
authorized the appropriate officials of the City of Tamarac, Florida to execute any
amendments to the Purchase and Sale Agreements to provide for extensions of time with
respect to the City's performance of its obligations within the Due Diligence Period, as
provided in the Purchase and Sale Agreements, up to a maximum of thirty (30) days; and
WHEREAS, on or about June 23, 2010, the City and M&M Properties South, Inc.
executed the Third Amendment to the Agreement for Purchase and Sale to extend the
Due Diligence Period up to and including July 28, 2010; and
WHEREAS, City Staff has advised the City Commission that it may take additional
time, beyond an initial thirty (30) day extension period, for the City to complete the Due
Diligence Period with respect to each Purchase and Sale Agreement, and therefore it is
necessary for the City Commission to authorize the execution of additional amendments to
the Purchase and Sale to extend the Due Diligence Period for no more than three (3)
Temp. Reso. # 11903
July 7, 2010
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additional thirty (30) day periods for each respective Purchase and Sale Agreement; and
WHEREAS, in addition, in consideration of granting the City an initial thirty (30) day
extension for the Due Diligence Period, T&C Realty Group, Inc., has requested the
payment of an extension fee based upon a per diem rate of six percent (6%) annual
interest of the purchase price for the thirty (30) day extension period (the "Extension Fee"),
with said funds to be paid to T&C Realty Group, Inc. only upon the closing of the sale of
the T&C Realty Group property to the City; and
WHEREAS, the City Commission finds that the granting the appropriate City
officials the authority to sign no more than three (3) additional thirty (30) day extensions to
the Due Diligence Period for each Purchase and Sale Agreement, including the initial
amendment with T&C Realty Group with the payment of the Extension Fee, serves both a
municipal and public purpose, and is consistent with the City's authority pursuant to
Section 166.021, Florida Statutes; and
WHEREAS, the City Commission finds that it is in the best interest of the citizens
and residents of the City of Tamarac to approve and execute amendments to the
Purchase and Sale Agreements between the City, as the Assignee, and T&C Realty
Group, Inc., M&M South Properties, Inc., and Bemardo Maribona, as Trustee of B.
Commercial, Inc. which provide for extensions of the Due Diligence Period as provided
herein.
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
Temp. Reso. # 11903
July 7, 2010
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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 hereby authorizes the
Mayor, Vice -Mayor, or City Manager to execute additional amendments to the respective
Purchase and Sale Agreements between the City and T&C Realty Group, Inc., M&M
South Properties, Inc., and Bernardo Maribona, as Trustee of B. Commercial, Inc. which
provide for no more than three (3) additional thirty (30) day extensions of the Due
Diligence Period for each respective Purchase and Sale Agreement.
SECTION 3: The City Commission of the City of Tamarac in consideration of the
grant of the initial thirty (30) day extension to the Due Diligence Period by T&C Realty
Group, Inc., approves the payment, if the transaction closes, of the extension fee based
upon a per diem rate of six percent (6%) annual interest of the purchase price for the thirty
(30) day extension period to T&C Realty Group, Inc. in addition to the Purchase Price as
provided in the Purchase and Sale Agreement between the City and T&C Realty Group,
Inc. dated May 3, 2010, and authorizes the Mayor, Vice -Mayor, or City Manager to
execute the Amendment to the Purchase and Sale Agreement with T&C Realty Group,
Inc., as specified herein.
SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 5: 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.
Temp. Reso. # 11903
July 7, 2010
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SECTION 6: This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS DAY OF , 2010.
ATTEST
MARION SW NSON, CIVIC
CITY CLERK
I HEREBY CERTIFY that I
Have approved this
PRESLUTION
to form.
.7b vIle EN
EY
CITY OF MA , FLORIDA
4
BETH TALABISCO, MA R
B. TALABISCO
P. BUSHNELL
D. GLASSER
H. DRESSLER
SSG:DNT:dnt
H:\2005\050164 TAMARAORESO 2010\TR 11903 (Amendment to 2010-59 Prop Acq).doc
SECOND ADDENDUM TO
PURCHASE AND SALE AGREEMENT
This Second Addendum to Purchase and Sale Agreement (the "Second Addendum") serves
to amend and modify that certain Purchase and Sale Agreement entered into on May 3, 2010; as
amended by that certain Addendum dated May 3, 2010 (collectively the "Agreement") by and
between T & C Realty Group, Inc., a Florida corporation (the "SELLER") and Brotman Group,
Inc., a Florida corporation, that on May 12, 2010, assigned its interest, rights, duties and
obligations under the Agreement to the City of Tamarac, a Florida municipal corporation
(hereinafter the "BUYER");
WHEREAS, pursuant to Section 4.1 of the Agreement, the Inspection Period ends on July
19, 2010;
WHEREAS, both SELLER and BUYER agree that additional time to assess and inspect
the Property is warranted;
NOW THEREFORE, in consideration of the foregoing premises, mutual covenants and
conditions herein contained, the parties hereto agree as follows:
1. Section 4.1 of the Agreement is hereby modified to extend the Inspection Period from
July 19, 2010 up to the end of business day on August 19, 2010.
2. In the event the transaction closes, Buyer shall pay to Seller at closing an extension fee
based upon a per diem rate of six percent (6%) annual interest of the purchase price for
the 30 day extension of the Inspection Period agreed to herein.
All of the terms and provisions of the Agreement, not otherwise amended or modified
hereby shall remain in full force and effect. In the event of any conflict between the terms and
provision of the Agreement and this Second Addendum, the terms and provisions of this Second
Addendum shall control and prevail.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date
indicated below:
SELLER:
T & C Realty Group, Inc., a Florida corporation
By: Ching-Jen Tu, Vice President
Signed on
BUYER:
CITY OF TAMARAC, a Florida municipal
corporation
ATTEST:
r
By: Marion. Swenson, City Clerk By: Mayor eth Talabisco
APPROVED AS TO FORM:
�00 70
B amuel . G n#bty Attorney
Signed on -1 14 /o
H:\2010\100290\10-07-07 Second Addendum.doc
No Text
SECOND ADDENDUM TO
PURCHASE AND SALE AGREEMENT
This Second Addendum to Purchase and Sale Agreement (the "Second Addendum") serves
to amend and modify that certain Purchase and Sale Agreement entered into on May 3, 2010; as
amended by that certain Addendum dated May 3, 2010 (collectively the "Agreement") by and
between T & C Realty Group, Inc., a Florida corporation (the "SELLER") and Brotman Group,
Inc., a Florida corporation, that on May 12, 2010, assigned its interest, rights, duties and
obligations under the Agreement to the City of Tamarac, a Florida municipal corporation
(hereinafter the "BUYER");
WHEREAS, pursuant to Section 4.1 of the Agreement, the Inspection Period ends on July
19, 2010;
WHEREAS, both SELLER and BUYER agree that additional time to assess and inspect
the Property is warranted;
NOW THEREFORE, in consideration of the foregoing premises, mutual covenants and
conditions herein contained, the parties hereto agree as follows:
1. Section 4.1 of the Agreement is hereby modified to extend the Inspection Period from
July 19, 2010 up to the end of business day on August 19, 2010.
2. In the event the transaction closes, Buyer shall pay to Seller at closing an extension fee
based upon a per diem rate of six percent (6%) annual interest of the purchase price for
the 30 day extension of the Inspection Period agreed to herein.
All of the terms and provisions of the Agreement, not otherwise amended or modified
hereby shall remain in full force and effect. In the event of any conflict between the terms and
provision of the Agreement and this Second Addendum, the terms and provisions of this Second
Addendum shall control and prevail.
IN WITNESS WHEREOF, the parties have executed this Third. Amendment as of the date
indicated below:
SELLER:
T & C Realty Group, Inc., a Florida corporation
By: Ching-Jen Tu, Vice President
Signed on
Page 1 of 2
ATTEST
By: Marion Swenson, City Clerk
APPROVED AS TO FORM:
By: Samuel S. Goren, City Attorney
l l:\2010\100290\10-07-07 Second Addendum.doc
BUYER:
CITY OF TAMARAC, a Florida municipal
corporation
By: JaWey 17 Miller, City Manager
Signed on 7 04 l0
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