HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-158Temp. Reso. # 11964
November 23, 2010
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RESOLUTION NO. C S
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, APPROVING THE PURCHASE
AND SALE AGREEMENT WITH BERNARDO MARIBONA,
AS PRESIDENT OF B. COMMERCIAL, INC., A DISSOLVED
FLORIDA CORPORATION; AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
PURCHASE AND SALE AGREEMENT BETWEEN THE
CITY OF TAMARAC AND B. COMMERCIAL, INC. FOR THE
CITY TO PURCHASE REAL PROPERTY GENERALLY
LOCATED WEST OF 91sT AVENUE TO JUST EAST OF NW
94T" AVENUE ON THE NORTH SIDE OF COMMERCIAL
BOULEVARD, 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.
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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
Temp. Reso. # 11964
November 23, 2010
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a sense of place within the City, enhance public perceptions of the City, and create a local
gathering place; and
WHEREAS, City administration has negotiated a Purchase and Sale Agreement
with Bernardo Maribona, as President of B. Commercial, Inc., a dissolved Florida
corporation, for the acquisition of real property located in the City of Tamarac, legally
described as follows:
Lots 2, 3, 4, 5, 6, 7, 8, and 9, Block 10 of LYONS
COMMERCIAL SUBDIVISION UNIT 2, according to the Plat
thereof, recorded in Plat Book 69, Page 43, of the Public
Records of Broward County, Florida, LESS the South 7 feet
thereof.
(hereinafter referred to as the "Property"); and
WHEREAS, City administration recommends that the City Commission enter into
the Purchase and Sale Agreement with Bernardo Maribona, as President of B.
Commercial, Inc., a dissolved Florida corporation, for the acquisition of the Property
pursuant to the Purchase and Sale Agreement which is attached hereto as Exhibit "I",
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
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
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November 23, 2010
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WHEREAS, the City Commission finds that it is in the best interest of the citizens
and residents of the City of Tamarac to enter into the Purchase and Sale Agreement with
Bernardo Maribona, as President of B. Commercial, Inc., a dissolved Florida corporation.
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 hereby approves the
Purchase and Sale Agreement with Bernardo Maribona, as President of B. Commercial,
Inc., a dissolved Florida corporation, which is attached hereto as Exhibit "I".
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 Bernardo Maribona, as President of B.
Commercial, Inc., a dissolved Florida corporation (the "Purchase and Sale Agreement").
SECTION 4: The appropriate officials of the City of Tamarac, Florida and/or the
City Attorney, are hereby authorized: (a) to obtain at least one real estate appraisal for the
Property; (b) to obtain a Phase I Environmental Audit and/or a Phase II 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.
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November 23, 2010
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SECTION 5: The appropriate officials of the City of Tamarac, Florida are hereby
authorized to obtain title insurance on the Property in the amount of the purchase price
from an authorized title insurer in the State of Florida, at City's expense.
SECTION 6: 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. In addition, an appropriation in the amount of
$3,508,604.00 shall be included in a budget amendment to be considered by the City
Commission prior to November 30, 2011, pursuant to Section 166.241(2), Florida Statutes.
SECTION 7: The appropriate officials of the City of Tamarac, Florida are hereby
authorized to execute, if necessary, an amendment to the Purchase and Sale Agreement
to provide for an extension of time with respect to the City's performance of its obligations
within the due diligence period, as provided in the Purchase and Sale Agreement, up to a
maximum of thirty (30) days.
SECTION 8: All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 9: 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
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November 23, 2010
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application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
SECTION 10: This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED BY THE CITY qOMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS DAY OF , 2010.
ATTEST:
I HEREBY CERTIFY that I
Have approved this
RESOLUTION as to form.
SAM GOREN
CITY ATTORNEY
CITY OF TAMARAC, FLORIDA
BETH TALABISCO, MAYOR 4
B. TALABISCO
a4 P - —
P. BUSHNELL
D. GLASSER
M. GOMEZ
H. DRESSLER
SSG:DNT:dnt
HA2005\050164 TAMARAC\RESO 2010\TR 11964 (Purchase and Sale B Commercial).doc
THIS PURCHASE AND SALE AGREEMENT (the "AgreemeEe) is made and entered on this
day of November, 2010 by and between the City of Tamarac, a Horida municipal corporation
(hereinafter referred to as "PURCHASER") -and Bernardo Maribona, as President of B. Commercial
Inc-, a dissolved Florida corporation (hereinafter ref Ted to as "SELLER").
In consideration of the mutual promises contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which is hereby admowledge, the parties hereto
agree as follows:
L A CINS. The following terms when used in this Agreement shall have the
following meanings:
1.1 EW rive . That certain vacant property consisting of eight (8) lots located in the
City of Tamarac, Florida (the "PropearV% more particularly described as follows:
.Lots 2, 3, 4, 5, 6 7, 8 and 9, Block 10 of LYONS COWRCUL
SUBDI°YMON UNIT 2, according to the Plat thereof, recorded in Plat
. Book 69, Page 43, of the Public Records of Broward County, Florida;
.LESS the South 7feet thereof.
1.2 Clo". Date. The Closing Date shall occur on or before December 15, 2010,
1.3 DMd. A General Warranty Deed, in its statutory form, which shall convey the
Properly from SELLER to PURCHASER.
1.4 EWZt 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 B ecUve Date. • The Effective Date of this Agreement shall be the date upon its
e wmfion by the last of either the SELLER, the PURCHASER or the Escrow Agent.
1.6 SEU. )t'S Addresg. Seller's mailing address do is 15030 Coconut Avenue,
Hialeah, Florida, 33014.
1.7 T CYiASER'S Addreg, Purchaser's mailing address is 7525 NW 886
Avenue, Tamarac, Florida 33321, with copy to Donald J. Doody, Esquire, Goren, Che rof, Doody &
Ezrol, PA., at 3099 East Commercial Boulevard, Suite 200, Florida 33308.
1.8 ,der D@fiWfi=. The terms de me d in any part of this Agreement shall have
the deed meaning wherever capitalized herein. Wherever appropriate in this Agreement; the singular
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Pugrebase and Sale Agreement
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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. I I
2. PURCHASE PRIG. Subject to the provisions of this Agreement, SELIM hereby
Woes -to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER the
Property for the total Purchase Price of Three Million Three Hundred Thousand and 00/100
($3,300,000.00) Dollars and upon and subject to the terms and conditions hereinafter set forth.
2.1 Earnrot 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
(`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 de&nh hereunder, the PURCHASER shall be -entitled to
an immediate mfimd ofthe entire sum of the Earnest Mooney held by the Escrow Agent.
22 $glance 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 irausfer of readily
negotiable funds.
3. PURCHASER shall have from the Effective Date until December 9,
2010 at 5:00 p.m. to perform inspections of the Property as the PURCHASER deems necessary
("Ynspection 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 hspection Period, PURCHASER and its agents shall be provided with
reasonable access during normal business hours to the Property for purposes of on -site inspection, upon
reasonable prior Notice to SELLER The scope of the inspection contemplated herein shall be
determined by the PURCHASER as deemed appropriate under the circumstances. PURCHASER agrees
to indemnify and hold SELLER harmless from .any losses, claims, costs, and expenses,. including
reasonable attorney's fees, which may result from or be connected with any acts or omissions of
PURCHASER during inspections that 'are done pursuant hereto. In the event that any inspections and
any review of documents conducted by the PURCHASER relative to the Property during the inspection
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City of Tamarac
Purchase and Sale Agreement
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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 written cancellation notice by mail
or facsimile to SELLER and/or SELLER'S counsel and receive an mate refund of all Earnest
Money deposits plus interest paid hereto. Upon such terminaticn, the Escrow Agent shall be authorized
to deliver the Escrow Deposits 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
4. &ELLIK'S_9EEREH27'TA►MM To induce PURCHASER to enter into this'
Agreement, SELLER makes the following representations, all of which, to the best of SMER'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 Properly for a period of twelve (12)
months following the Closing. SELLER represents and warrants to PURCHASER as follows:
4.1 SELLER aclmowledges that the Property is subject to a foreclosure proceeding
initiated by U.S. Century Bank (hereinafter "Century Bank-) in the Circuit Court of Broward County,
Florida under Case No. 09-057691 (21). The Circuit Court has entered a Final Summary Judgment of
Foreclosure in favor of Century Bank on September 14, 2010, and a foreclosure sale has been scheduled
to occur on February 15, 2011. SELLER has requested and Century Bank has agreed to accept as full
and complete satisfaction of the mortgage and final judgment a reduced payment of $3,300,000 the
evidence of such agreement and terms is attached in Exhibit "A" and made a part hereto.
4.2 At all times from the Effective Date until prior to ClosinF, 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 attorneys
4.3 Except as disclosed in Sub -paragraph 4.1, 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
City of Tamarac
Purchase and Sale Agreement
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would.affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion)
the use, occupancy or value of the Properly or any part thereof:
4.4 SELLER has :dill power and authority to enter into this Agreement as the
authorized agent of the dissolved corporation B. Commercial Inc. and to assume and perforce his
obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the
breach of any condition or provision, or constitute a default under, or result in the creation or imposition
of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the
terms of any. contract; mortgage, lien, lease, agreement, indenture, instrument or judgm u nt to which the
SELLER is a party of which is or purports to be binding upon the SELLER or which affects the
SELLER, no action by any federal, state or municipal or other governmental department, commission,
board, bureau or instrumentality is necessary to.make this Agreement a valid instrument binding upon
the SELLER in accordance with its terms.
4.5 SELLER represents that he 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, mate any encumbrances on the Property.
For purposes of ibis provision the term "encumbrances" shall mean any liens, claims, options, or other
encumbrances, encroachments, rights-0f-way, leases, easements, covenants, conditions or restrictions.
4.6 SELLER represents that there are no parties other than SELLER in possession
of the Property or any portion of the Property as a leasee.
4.7 SELLER shall not list or offer r 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 enmw 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
shallbe 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.
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5.1 ZljgA #1Eropertx. SELLER shall convey title to the PURCHASER at
Closing, by delivery of a General Warranty Deed with the Deed to state on it's face that the conveyance
to the City is appropriate to wind up and liquidate B. Commercial, Inc., a Florida dissolved corporation,
business and affairs. PURCHASER shall, within five (5) days from the Inspection Period, secure a title
inmm mce 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 any exception to title as shown in the title cAmunitment, 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 aft 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'D stating either (1) that
the objection has been, cured and in such case enclosing evidence of such cure, or (ii) that SELLER is
CON 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 Earth below,
proceed to close the transaction contemplated herein despite the uncured objection.
5.2. Survey and Legal D,e criRfm, 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 contauaed in the Property, all buildings, improvements and encrowfiments; 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
City of Tamarac
Purcbase and Sale Agreement
Page 6
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 fallowing are true and correct.
6.1 PURCHASER has full power and authority to enter into this Agreement and to
assuage 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 governmenW
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 No action by any federal, state, municipal or other governmental department,
commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument
binding upon PURCHASER in accordance with its terms and conditions.
All of the representations, warranties and covenants of PURCHASER. contained in ibis
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. COMMONS PRECEDM TO (LOD. Each of the following events or
occurrences C"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, including but not limited to the acceptance letter of the short
sale transaction duly executed. by Century Bank,
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7.3 The average appraised value of the Property, as provided by certified current
appraisals, is above the Purchase Price.
7A ' Approval of this Agreement by the City Commission of the City of Tamarac
on or before .2010.
8. CONDTNGENCW. PURCHASEWs obligations under this Agreement are'contingent
upon the following.
8.1 Approval letter from Century Bank of the . Purchase Price, terms of the
Agreement and accepting and acknioWledging the terms;
8.2 Century Banks dismissal of the foreclosure action, release of lis pendens and
satisfaction or releasb of final summary judgment of foreclosure entered under Case No. 09-057681 in
the Circuit Court of Broward County, Florida;
8.3 - Century Bank's complete and full release and satisfaction of the mortgage on
the Property for the sum of Three Million Three Hundred Thousand ($3,300,000.00) Dollars;
8.4. The Joint dismissal of the interpleader action presently pending in Br&wwd
County Circuit Court and agreement to release escrowed funds m the sum of $50,000.00 to the City of
Tamarac executed by SELLER,
8.4 Covenant not to sue executed by SELLER;
8.5 Conveyance of clear and marketable title of the Property to PURCHASER.
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.
10. CLOSING DOCDMF'. 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 PURCHASER.
At closing, PURCHASER shall deliver to Closing Agent the balance of the Purchase
Price in accordance to Paragraph 2 of this Agreement:
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11. CLOSING COSTS, TABS AND Il &QR&TIONS.
11.1 Ad Valor axes. PURCHASER "and SELLER shall comply with Swfion
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.
11.2 SeMor's OMigg Costs SELLER shall pay for the following items prior to or at
the time ofclosing:
a) Cost of providing marketable title as provided herein, and
b) Documentary Stamps on the deed as provided under Chapter 201, Florida,
Statutes.
113 Purchaser's Closing_(;osts. 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 IQ;
b) Real estate property taxes for 2008, 2009 and 2010 currently due on the
Property;
c) Recording fees of the Warranty Deed, and title insurance premium for the
owner's policy on the Property.
12. CLOSING PATZ AND The Closing shall take place on or before
December 151h, 2010 at the law offices of Goren, Cherof, Doody & Errol, PA located at 3099 East
Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308.
P. DEF'AT - 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
interact 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
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entire remedy shall be restricted to retention of the dipposit 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 attorneys 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. MRQM 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 transaotion.who is entitled to a
fee or brokerage commission in accordance with Florida law, except for the Brotman Group, Inc. (the
"Broker').
Jn the event that the transaction contemplated by this Agreement closes and, only in such
event, U.S. Century Bank shall pay a commission fee to the Broker in the amount of $135,000.00
representing four and a half (4.5%) percent of the Purchase Price. PURCHASER is not responsible
for any broker's fees or commissions under this Agreemeat. SELLER and PURCHASER shall
indemnify, hold harmless and defend the other against all liability, loss, 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. ENFURCEABE TT'Y If any provision in this Agreement shall be held to be
excessively broad, it shall be construed,' by limiting and reducing it, to be enforceable to the extent
compatible with applicable law. N 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. 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 Be Avenue
Tamarac, Florida 33321
Attn: Jeffrey Miller, City Manager
With Copy to: Donald J. Doody, Esquire
City of Tamarac
Purcbase and Sale Agreement
Page 10
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:. ddoorly a�bgfteecm
SELLER Baum -do Maribona, President t.
B. COAMERCMI, INC., a dissolved Florida corporative
15030 Coconut Avenue
Hialeah, Florida 33014
With a Copy to:
ESCROW AGENT: GOREN, CHEROF, DOODY & EZROL, P.A.
3099 EastCommercial Boulevard; Suite 200
Fort Lauderdale, Florida 33308,
17. GOVINNING LAW.
This .Agreement shell 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. ENM AGREEMENT. This Aft 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 sball be
bound by any stipulations, representations, agreements or promises, oral or otherwise, not printed or
inserted in this Agreement.
19. 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. S[TCC MR& This Agreement shall be fording upon and inure to the benefit of the
parties and their respective executors, administrators, successors and permitted assigns.
C,
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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 are 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
above:
WITNESSES:
E
SELLER:
B. COMMERCIAL, INC., a dissolved
Florida comorati M
By: Bernardo Marib a, President
Signed on:
City of Tamarac
Purchase and Sale Agreement
Page 12
WITNESSES:
N/G
ESCROW AGENT.'
Accepted and Agreed to:
GOREN, CBEROF, DOODY & EZROI, P.A.
o/
By: &If
CITY OF TAMARAC, a Florida municipal
an o �on
y: L. fijjLLL-X
Signed on:
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City oiTamarac
Purchase and Sale Agmement
Page 13
EXHIBIT A
U.S. CENTURY BANK ACCEPTANCE LETTER
OF SHORT SALE TRANSACTION
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l*1201011007.93\10-11 24 Agmwwd for Porabw and Sala CLBAN.doa
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