HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-163Temp. Reso. # 11972
December 17, 2010
Page 1 of 5
RESOLUTION NO. V
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, APPROVING THE PURCHASE
AND SALE AGREEMENT WITH T&C REALTY GROUP,
INC., A FLORIDA CORPORATION; AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
PURCHASE AND SALE AGREEMENT BETWEEN THE
CITY OF TAMARAC AND T&C REALTY GROUP, INC., FOR
THE CITY TO PURCHASE REAL PROPERTY GENERALLY
LOCATED IMMEDIATELY EAST AND WEST OF NW 91ST
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.
**********
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
I emp. Keso. # 11972
December 17, 2010
Page 2 of 5
WHEREAS, City administration has negotiated a Purchase and Sale Agreement
with T&C Realty Group, Inc., a Florida corporation, for the acquisition of real property
located in the City of Tamarac, legally described as follows:
Lot 9, less the South 7 feet thereof, Block 9, of LYONS
COMMERCIAL SUBDIVISION UNIT NO. 2, in Section 8,
Township 49 South, Range 41 East, according to the Plat
thereof, as recorded in Plat Book 69, Page 43, of the Public
Records of Broward County, Florida.
:ffiffio
Lot 10 of Block 9 in LYONS COMMERCIAL SUBDIVISION
UNIT NO. 2, according to the Plat thereof, recorded in Plat
Book 69, Page 43, of the Public Records of Broward County,
Florida; less and except:
The South seven (7.0) feet of Lot 10, Block 9, according to the
Plat of LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, as
recorded in Plat Book 69, Page 43, of the Public Records of
Broward County, Florida; and, that portion of said Lot 10, lying
Southwesterly of the chord based on a 25.00 foot radius, the
arc of which is concave to the Northeast and falls tangent to
the West line of said Lot 10 and tangent to a line seven (7.0)
feet North of and parallel with the South line of said Lot 10.
-1 i
Lot One (1), Block Ten (10), LYONS COMMERCIAL
SUBDIVISION UNIT NO. 2, according to the Plat thereof,
recorded in Plat Book 69, Page 43, of the Public Records of
Broward County, Florida LESS The South 7.0 feet of Lot 1,
Block 10, according to the Plat of Lyons Commercial
Subdivision Unit No. 2, as recorded in Plat Book 69, Page 43,
of the Public Records of Broward County, Florida and ALSO
LESS that portion of said Lot 1, lying Southeasterly of the cord
based on a 25.0 foot radius, the arc of which is concave to the
Northwest and falls tangent to the East line of said Lot 1, and
tangent to a line seven (7) feet North of and parallel with the
South line of said Lot 1.
(hereinafter referred to as the "Property"); and
WHEREAS, City administration recommends that the City Commission enter into
the Purchase and Sale Agreement with T&C Realty Group, Inc., a Florida corporation, for
Temp. Reso. # 11972
December 17, 2010
Page 3 of 5
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
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
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
T&C Realty Group, Inc., a 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 T&C Realty Group, Inc., a Florida corporation, 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 T&C Realty Group, Inc., a Florida
corporation (the "Purchase and Sale Agreement").
Temp. Reso. # 11972
December 17, 2010
Page 4 of 5
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.
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
$3,500,000.00, plus applicable closing costs associated with the transaction, 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.
Temp. Reso. # 11972
December 17, 2010
Page 5 of 5
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
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 THF. ITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS -Z7—'^ DAY OF 2010.
ATTEST:
A
PETER M.J. RICHARDSON, CRM
CITY CLERK
I HEREBY CERTIFY that I
Have approved this
TION as to/form.
CITY ATTORN
B. TALABISCO
P. BUSHNELL
D. GLASSER t3
M. GOMEZ
H. DRESSLER
SSG:DNT:dnt
HA2005\050164 TAMARAC\RESO 2010\TR 11972 (Purchase and Sale T&C).doc
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City of Tamarac
Purchase and Sale Agreement
Page 1
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS PURCHASE AND SALE AGREEMENT (the "Agreement') is made and entered on this
day of December, 2010 by and between the City of Tamarac, a Florida municipal corporation
(hereinafter referred to as "PURCHASER") and T&C Realty Group, Inc., 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 acknowledge, the parties hereto
agree as follows:
1. DEFINITIONS. The following terms when used in this Agreement shall have the
following meanings:
1.1 Propeny. That certain unimproved real property located in the City of
Tamarac, Florida (the "Property"), more particularly described as follows:
.Lot 9, less the South 7 feet thereof, Block 9, of LYONS COMMERCIAL
SUBDIVISION UNIT NO. 2, in Section 8, Township 49 South, Range 41
East, according to the Plat thereof, as recorded in Plat Book 69, Page 43,
of the Public Records of Broward County, Florida.
AND
Lot 10 of Block 9 in LYONS COMMERCIAL SUBDIVISION UNIT NO. 2,
according to the Plat thereof, recorded in Plat Book 69, Page 43, of the
Public Records of Broward County, Florida; less and except:
The South seven (7.0 ) feet of Lot 10, Block 9, according to the Plat of
LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, as recorded in Plat
Book 69, Page 43, of the Public Records of Broward County, Florida;
and, that portion of said Lot 10, lying Southwesterly of the chord based on
a 25.00 foot radius, the arc of which is concave to the Northeast and falls
tangent to the West line of said Lot 10 and tangent to a line seven (7.0
feet North of and parallel with the South line of said Lot 10.
AND
Lot One (1), Block Ten (10), LYONS COMMERCIAL SUBDIVISION
UNIT NO. 2, according to the Plat thereof, recorded in Plat Book 69,
Page 43, of the Public Records of Broward County, Florida LESS The
City of Tamarac
Purchase and Sale Agreement
Page 2
South 7.0 feet of Lot 1, Block 10, according to the Plat of Lyons
Commercial Subdivision Unit No. 2, as recorded in Plat Book 69, Page
43, of the Public Records of Broward County, Florida and ALSO LESS
that portion of said Lot 1, lying Southeasterly of the cord based on a 25.0
foot radius, the arc of which is concave to the Northwest and falls tangent
to the East line of said Lot 1, and tangent to a line seven (7 ) feet North of
and parallel with the South line of said Lot 1. (Subject to verification by a
survey to be obtained by PURCHASER.
1.2 Closing Date. The Closing Date shall occur on or before December 30, 2010.
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 Jane Tu of 7150 NW 84'
Avenue, Parkland, FL 33067.
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 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 Five Hundred Thousand and 00/100
($3,500,000.00) 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,
City of Tamarac
Purchase and Sale Agreement
Page 3
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 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 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 from the Effective Date until December 23,
2010 at 5:00 p.m. 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 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. 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 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
City of Tamarac
Purchase and Sale Agreement
Page 4
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.
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 full power and authority to enter into this Agreement as the
authorized agent of T & C Realty Group, Inc., a Florida corporation. and to assume and perform its
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 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 action by any federal, state or municipal or other governmental department, commission,
City of Tamarac
Purchase and Sale Agreement
Page 5
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 TITLE.
5.1 Title to the Property. SELLER shall convey to the PURCHASER at Closing,
by delivery of a General Warranty Deed, title 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
City of Tamarac
Purchase and Sale Agreement
Page 6
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 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
City of Tamarac
Purchase and Sale Agreement
Page 7
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 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. 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 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, is above the Purchase Price.
7.4 Approval of this Agreement by the City Commission of the City of Tamarac
on or before December , 2010.
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.
8.3 That the environmental audit is satisfactory and acceptable to PURCHASER
8.4 The City of Tamarac authorizes this transaction.
City of Tamarac
Purchase and Sale Agreement
Page 8
8.4 Two (2) appraisals of the Property, acceptable by the City of Tamarac, that
indicates that an average of the two appraised values is equal to or above the Purchase Price.
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 DOCUMENTS. 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.
11. CLOSING COSTS, TAXES AND PRORATIONS.
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.
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, and
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 fees 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.
City of Tamarac
Purchase and Sale Agreement
Page 9
12. CLOSING DATE AND PLACE. The Closing shall take place on or before
December 30th, 2010 at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 3099 East
Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. ` s Y`J rste-t iS 011A << `I �Jv ; [�
C lus , -15 & 0�s ✓10--- 0ac'cxr' v:,l oi- be �orP U�e,,vx to 3,3,
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 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: 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 with Florida law, except for the Brotman Group, Inc. and
Dowell Realty, LLC (the "Brokers"). Seller shall be responsible to pay at closing a real estate
commission of 3% of the purchase price to Brotman Group, Inc. and 3% of the purchase price to Dowell
Realty, LLC.
PURCHASER 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, 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 be held to be
excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent
City of Tamarac
Purchase and Sale Agreement
Page 10
compatible with applicable law. 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 W' Avenue
Tamarac, Florida 33321
Attn: Jeffrey Miller, 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: ddoodv(a cityatty.com
SELLER: T&C Realty Group, Inc.
7150 NW 80' Ave.
Parkland, FL 33067
Attn: Jane Tu
With a Copy to: Robert E. Boutwell, Esq.
411 East Hillsboro Blvd.
Deerfield Beach, FL 33441
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.
City of Tamarac
Purchase and Sale Agreement
Page 11
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.
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 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:
SELLER:
T&C REALTY GROUP, INC., a
Florida corporation
By: v C N LNG JZN Tu.
Title: V I` C-� P 2(2 ti ci..' 3t
Signed on: 0 % f 0
City of Tamarac
Purchase and Sale Agreement
Page 12
WITNESSES:
ESCROW AGENT
Accepted and Agreed to:
GOREN, CHEROF, DOODY & EZROL, P.A.
By: W
Signed on :
PURCHASER:
CITY OF TAKIARAC. a Florida munici
By: 6
Title:
Signedon:
H:\2010\100290\I2-16-10 Agreement for Purchase and Sale-CLEAN.doca, Formatted: Font: 8 pt