HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-059Temp. Reso. # 11807
May 6, 2010
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RESOLUTION NO. ��/o
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, ACCEPTING THE ASSIGNMENT
OF THE PURCHASE AND SALE AGREEMENTS ENTERED
INTO BETWEEN BROTMAN GROUP, INC. AND T&C
REALTY GROUP, INC., M&M SOUTH PROPERTIES, INC.,
AND BERNARDO MARIBONA, AS TRUSTEE OF B.
COMMERCIAL, INC.; AUTHORIZING THE APPROPRIATE
CITY OFFICIALS TO EXECUTE THE ASSIGNMENTS OF
THE PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF TAMARAC. AND BROTMAN GROUP, INC.
FOR THE CITY TO PURCHASE REAL PROPERTY
GENERALLY LOCATED BETWEEN NW 88th AVENUE
AND NW 94T" AVENUE NORTH OF COMMERCIAL
BOULEVARD AND SOUTH OF NW 57t" STREET ALL
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
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
Temp. Reso. # 11807
May 6, 2010
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a sense of place within the City, enhance public perceptions of the City, and create a local
gathOng place; and
WHEREAS, the City of Tamarac Economic Foundation, Inc., (the "Foundation"),
has worked diligently to identify opportunities for the City to participate, through property
acquisitions, in the economic development of real property within the City; and
WHEREAS, the Foundation identified the Brotman Group, Inc. as an entity that
could assist the City in acquiring property to further economic development within the City;
and
WHEREAS, the Brotman Group has entered into a Purchase and Sale Agreements
with T&C Realty Group, Inc., for the acquisition of real property located in the City of
Tamarac, legally described as follows:
Parcel 1 (Parcel ID #9108 02 0110):
An undivided 2/3 interest in Lot 1, Block 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 7 feet North of and
parallel with -the South line of said Lot 1.
Parcel 2 (Parcel ID #9108 02 01000):
; and
Temp. Reso. # 11807
May 6, 2010
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Lot 10, Block 9, 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 7 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 cord 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 7 feet North of and parallel with the South line
of said Lot 10.
Parcel 3 (Parcel ID #19108 02 00900):
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
WHEREAS, the Brotman Group has entered into a Purchase and Sale Agreements
with M&M South Properties, Inc., for the acquisition of real property located in the City of
Tamarac, legally described as follows:
Lot 8, together with a portion of Lots 6 and 7, Block 9, LYONS
COMMERCIAL SUBDIVISION UNIT NO. 2, according to the
Plat thereof as recorded in Plat Book 69, Page 43, Public
Records of Broward County, Florida, being fully described as
follows:
Beginning at the Northwest corner of said Lot 8, thence South
88°59'06" East, along the North line of said Lot 8, a distance of
100.00 feet to the Northwest corner of said Lot 7, thence
continue South 88059'06" East, a distance of 96.28 feet, the
last three calls being coincident with the South right-of-way
line of N.W. 57th Street, thence South 00001'37" East, a
; and
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May 6, 2010
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distance of 200.73 feet to the Point of Intersection with the
East line of the aforesaid Lot 7, thence continue South
00001'37" East, a distance of 92.28 feet, to a point on the
North right-of-way line of N. W. 56th Street (West Commercial
Boulevard); thence North 88°59'06" West, a distance, of 1.61
feet to the Point of Intersection with the East property line of
the aforesaid Lot 7; thence continue North 88059'06" West, a
distance of 100.00 feet to the Point of Intersection with the
West property line of the aforesaid Lot 7; thence continue
North 88059'06" West a distance of 100.00 feet to the Point of
Intersection with the West property line of the aforesaid Lot 8,
the last three calls being coincident with the North right-of-way
line of N. W. 56th Street (West Commercial Boulevard); thence
North 01 000"54" East, along the West line of the aforesaid Lot
8, a distance of 292.96 feet, to the Point of Beginning. Subject
to the Official Records Book 32920, Page 120, Public Records
of Broward County, Florida.
Broward County Tax Parcel #4941-08-02-0080
E
WHEREAS, the Brotman Group has entered into a Purchase and Sale Agreements
with Bernardo Maribona, as Trustee of B. Commercial, Inc., for the acquisition of real
property located in the City of Tamarac, legally described as follows:
Parcel 1:
Lots 2, 3, 4, 5, 6 and 7, Block 10, of LYONS COMMERCIAL
SUBDIVISION, according to the Plat thereof, as recorded in
Plat Book 69, Page 43, of the Public Records of Broward
County, Florida.
AND
Parcel 2:
Lots 8 and 9, LESS the Southerly 7 feet thereof, Block 10,
LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, according
Temp. Reso. # 11807
May 6, 2010
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to the Plat thereof, as recorded in Plat Book 69, Page 43, of
the Public Records of Broward County, Florida.
(all of the real property referred to herein is collectively referred to as the "Property"); and
WHEREAS, the Brotman Group has offered to assign the Purchase and Sale
Agreements with T&C Realty Group, Inc., M&M South Properties, Inc., and Bernardo
Maribona, as Trustee of B. Commercial, Inc., for the acquisition of the Property to the City
pursuant to the Assignments of the Purchase and Sale Agreement, copies of which are
respectively attached hereto as Exhibits " ll", "2", and "3" and incorporated herein by
reference; and
WHEREAS, the Foundation's Board of Directors has recommended that the City
Commission proceed and accept the Assignments of the Purchase and Sale Agreement;
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 acceptance of the Assignments 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 accept the Assignments of the Purchase and Sale
Agreements, and approve and execute the Assignments of Purchase and Sale
Agreements between Brotman Group, Inc. and the City.
Temp. Reso. # 11807
May 6, 2010
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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 accepts the
assignments of the Purchase and Sale 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., and approves the Assignments of the Purchase and Sale
Agreement between the City of Tamarac and Brotman Group, Inc., copies of which are
respectively attached hereto as Exhibits "1 ", "2", and "3".
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 Assignments of the
Purchase and Sale Agreements between Brotman Group, Inc. and the City of Tamarac.
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 Agreements which are attached to the
Assignments of Purchase and Sale Agreement.
Temp. Reso. # 11807
May 6, 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
Agreements, 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, standard closing affidavits, and assignments.
SECTION 7: The appropriate officials of the City of Tamarac, Florida are hereby
authorized 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.
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
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.
Temp. Reso. # 11807
May 6, 2010
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PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS _/,Z DAY OF F , 2010.
ATTEST:
CITY OF TAMAcRRAAC, LORIDA
BETH TALABISCO, MAYOR
B. TALABISCO
P. BUSHNELL
P. ATKINS-GRAD
D. GLASSER
ARION SWENS N, CMC %
H. DRESSLER
CITY CLERK
I HEREBY CERTIFY that I
Have approved this
RESOIL/U�TION as form.
CITY ATTORNEY
11
ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT (this "Assignment"), is
made and entered into this yge—vday of May, 2010, by and between the CITY OF TAMARAC,
FLORIDA, a municipal corporation of the State of Florida (hereinafter the "CITY"), and BROTMAN
GROUP, INC., a Florida corporation (hereinafter the "ASSIGNOR").
WITNESSETH:
WHEREAS, on April 13, 2010, the ASSIGNOR entered into a Purchase and Sale Agreement
with M & M SOUTH PROPERTIES, LLC, a Florida limited liability company (the "Seller"), as
amended, which is. attached as Composite Exhibit "A", and incorporated herein by reference
(collectively referred to as the "Agreement"), for the acquisition of the real property described in the
Agreement;
WHEREAS, ASSIGNOR desires to assign all of its interest, rights, duties and obligations under
the Agreement to the CITY, and has provided notice to the Seller of its intent to assign its interest, rights,
duties and obligations to the Seller, as defined in the Agreement;
WHEREAS, the CITY desires to accept the assignment of the Agreement from the ASSIGNOR;
and
WHEREAS, on 2010, the City Commission of CITY accepted the requested
assignment from ASSIGNO
NOW, THEREFORE, for and in consideration of the sum of the mutual covenants and other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Recitals and Exhibits. The foregoing recitations are true and correct and are hereby
incorporated herein by this reference. All exhibits to this Agreement are hereby deemed a part hereof.
Section 2. Assignment. Pursuant to Section 12.5 of the Agreement, the ASSIGNOR hereby assigns
all of its rights, duties and obligations in the Agreement to the CITY. The CITY hereby accepts the
Assignment of the Agreement from ASSIGNOR, subject to the terms and conditions of the Agreement
and this Assignment, except as modified herein. A copy of the notice sent by the ASSIGNOR to the
Seller is attached hereto as Exhibit "B". The notice also advises the Seller that the rights and obligations
of the Escrow Agent and the Closing Agent have been assigned to Goren, Cherof, Doody & Ezrol, P.A.,
3099 E. Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308, Attn.: Samuel S. Goren,
Esq. (the "New Escrow Agent").
Section 3. Escrow Agent/Closing Agent. Pursuant to Section 12.5 of the Agreement, ASSIGNOR
further agrees to notify and advise the Escrow Agent, as stated in the Agreement, to transfer all Escrow
Funds held pursuant to the Agreement to the New Escrow Agent pursuant to the assignment document
attached as Exhibit "C".
Section 4. Indemnification of CITY. The ASSIGNOR hereby covenants and agrees to indemnify
and hold the CITY harmless from any and all loss, liability, costs (inclusive of reasonable attorneys' fees
and disbursements), claims, demands, damages, actions, causes of action and suits arising out of or in any
34685 v 1 Assignment of Purchase and Sale Agreement - Page 1
manner related to the Agreement up to the execution of this Assignment by the ASSIGNOR and delivery
thereof to the CITY.
Section 5. Indemnification of ASSIGNOR. The CITY hereby covenants and agrees to indemnify
and hold the ASSIGNOR harmless from any and all loss, liability, costs (inclusive of reasonable
attorneys' fees and disbursements), claims, demands, damages, actions, causes of action and suits arising
out of or in any manner related to the Agreement after the execution and receipt of this Assignment by
the CITY.
Section 6. The Assignment shall be governed by the laws of the State of Florida, with venue in state
court located in Broward County, Florida.
Section 7. Notices. Upon further written notice by either party to the other, all notices provided for
herein shall be in writing and transmitted by messenger, certified mail return receipt requested or
telegram, and shall be mailed or delivered as follows:
AS TO CITY: Jeffrey Miller, City Manager
City of Tamarac
7525 NW 88 Avenue
Tamarac, Florida 33321
Telephone No. (954) 597-3515
With A Copy To: Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
AS TO ASSIGNOR: Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
[signatures on separate page]
34685 v 1 Assignment of Purchase and Sale Agreement - Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
CITY OF TAMARA�C/x
BY: ,
ATTEST: MAYOR BETH FLANSBAUM-T ABISCO
�AARION SWENSIN, CITY CLERK
APPROVI=DJAk TO FORM:
BY: 4 /: P71p %&
09fICE OF THECW ATTORNEY
ASSIGNOR
BROTMAN GROUP, INC.
a Florida co oration
By: �.
Name.Uj,e.5 / �'►
Title:145;�'
34685 v 1 Assignment of Purchase and Sale Agreement - Page 3
EXHIBIT "A"
PURCHASE AND SALE AGREEMENT
34685 v 1 Assignment of Purchase and Sale Agreement - Page 1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is made this ! 3 day of April,
2010, by and between M & M SOUTH PROPERTIES, LLC, a Florida limited liability company
("Seller"), and BROTMAN GROUP, INC., a Florida corporation ("Buyer"). Seller and Buyer
may be referred to in this Agreement individually as a "Party" or collectively as the "Parties."
WITNESSETH:.
Seller is the owner of certain property consisting of approximately 1.338 acres, more or less,
located on Commercial Boulevard, Tamarac, Florida, which is described on Exhibit A attached to
and by reference made a part of this Agreement (the "Property"). The Parties agree to the sale and
purchase of the Property on the terms and conditions which are set forth in this Agreement. The
Effective Date of this Agreement shall be the date upon which the last Party fully executes this
Agreement (the "Effective Date") and that date shall be inserted in the blank space at the top of this
page.
In consideration of the mutual promises and agreements contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties mutually agree as follows:
PURCHASE AND SALE
1.1 Subject to all of the terms and conditions of this Agreement, Seller will sell the
Property to the Buyer and the Buyer will purchase the Property from the Seller, together with all
appurtenances, rights, easements, rights of way, permits, licenses and approvals incident or
appurtenant to the Property.
2. PURCHASE PRICE
2.1 The purchase price for the Property (the "Purchase Price") is One Million Two
Hundred Thousand Dollars ($1,200,000.00), subject to the adjustments and proration as set forth in
this Agreement.
2.2 Payment. Payment of the Purchase Price is to be made as follows:
A. Buyer shall deliver an initial earnest money deposit of One Thousand
Dollars ($1,000.00) (the "Initial Deposit") to Burr & Forman LLP, 369 N. New York Avenue, 3rd
Floor, Winter Park, Florida 32789, Attn: J. Lindsay Builder, Jr., Esq. (the "Escrow Agent") within
two (2) business days after the Effective Date.
B. Buyer shall deliver an additional earnest money deposit of Forty -Nine
Thousand Dollars ($49,000.00) to the Escrow Agent (the "Additional Deposit") within ten (10)
business days after the Effective Date. The Initial Deposit and the Additional Deposit will be
referred to in this Agreement as the "Earnest Money."
C. At Closing, Buyer shall deliver to Escrow Agent, acting as the "Closing
Agent", the balance of the Purchase Price, subject to adjustment for the prorations as provided in this
33548 vl
Purchase and Sale Agreement • Page 1
Agreement, via federal wire transfer in immediately available ffinds to a bank account designated by
Escrow Agent.
The Earnest Money will be placed and held in escrow by the Escrow Agent in an
interest bearing account at a banking institution acceptable to Buyer. The Earnest Money and any
interest earned thereon shall be non-refundable upon expiration of the Inspection Period (as defined
in this Agreement), if this Agreement has not been terminated by Buyer, as provided in Section 4;
provided, however, that in the event of Seller's default or inability to perform its obligations
pursuant to this Agreement, the Escrow Agent will be authorized to disburse the Earnest Money,
together with interest on the Earnest Money, as Buyer directs.
3. CLOSING OF TITLE
3.1 Closing Date. The closing (the "Closing") shall occur on or before thirty (30)
days from the end of the Inspection Pe iod (as defined in Section 4). Closing shall occur "by mail",
through an escrow procedure through he Closing Agent.
4. INSPECTION PERIOD
r
4.1 Inspections. or a rioof time commencing on the Effective Date and expiring
at 5:00 p.m. ninety,(9j0),Ta-ys thereafter (the "Inspection Period"), Buyer shall have the right, at
Buyer's sole cost and expense, to review and investigate the physical and environmental condition of
the Property, the character, quality and general utility of the Property, the zoning, land use,
environmental and building requirements and restrictions applicable to the Property, the state of title
to the Property, and any leases, or to perform any other appraisals, inspections or services deemed
necessary and appropriate by Buyer. Seller shall furnish Buyer with all of the following materials in
Seller's possession or control within five (5) business days after the Effective Date, to the extent not
previously furnished: leases and any plans and specifications, building permits and certificates of
occupancy, soil and engineering reports, income and expense statements, surveys, and maintenance
and service contracts, and Seller shall at all times prior to Closing provide Buyer and Buyer's
representatives with access to the Property at reasonable times during normal business hours on
business days for purposes of carrying out such tests, inspections and investigations as Buyer deems
prudent.
4.2 Conduct of Tests. Buyer shall give Seller reasonable prior written notice of its
intention to conduct any inspection of the Property and Seller, at its option, may have a
representative present during such inspection making any physical of environmental inspections of
the Property. Buyer and Buyer's agents, contractors of representatives (collectively, "Buyer's
Agents") shall use commercially reasonable efforts to avoid interfering with the activities of tenants
or any persons occupying or providing service at or to the Property. Buyer shall restore promptly any
physical damage caused by the inspections conducted by Buyer and Buyer's Agents.
4.3 Termination Right. Buyer shall have the right, exercisable by written notice given
to Seller and Escrow Agent on or before the termination of the Inspection Period to terminate this
Agreement at no cost, penalty or expense for any reason or no reason at all if, in its sole discretion, it
is not satisfied with the results of its investigations of the Property. Upon such termination, the
Escrow Agent will be authorized to deliver the Earnest Money, together with any interest earned on
33548 v1 �, Purchase and Sale Agreement - Page
the Earnest Money, as directed by the Buyer, 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 Earnest Money in such event.
5. TITLE TO AND CONDITION OF THE PROPERTY
5.1 Conveyance of the Property. Seller shall convey title to the Property to Buyer by
Warranty Deed (the "Deed"), sufficient to permit Fidelity National Title Insurance Company (the
"Title Company") to insure that there has been conveyed to Buyer good and marketable title to the
Real Property, subject to the Permitted Encumbrances (defined in this Agreement).
5.2 Title Defect
A. During the Inspection Period, Buyer shall order and deliver or cause to be
delivered to Seller: (a) a current commitment for an Owner's Policy of Title Insurance issued by the
Title Company, whereby the Title Company commits to issue its title policy, written in accordance
with this Agreement (the "Commitment"); and (b) copies of all instruments shown on Schedule B
of the Commitment. The Commitment shall describe the Property; shall list Buyer and Buyer's
lender (if any) as the prospective named insureds; shall show as the policy amount the Purchase
Price; and shall contain the commitment of the Title Company to insure Buyer's fee simple interest
in the Property upon the Closing. The Commitment shall show the status of the title of the Property
and all exceptions that would appear in the Title Policy. Any items or exceptions to title that are
accepted or waived in writing or deemed to have been accepted or waived by Buyer pursuant to the
terms of this Agreement are referred to in this Agreement as "Permitted Encumbrances."
B. Prior to the expiration of the Inspection Period (or within ten (10) days
after a title matter appears in an update or bringdown to the Commitment which did not appear in the
original Commitment), Buyer shall give written notice (the "Objection Notice") to the Seller of any
conditions of title and anything contained or set forth in the Commitment (or such update or
bringdown ) which Buyer is unwilling to have included as a Permitted Encumbrance (the
"Objections"), separately specifying and setting forth each of such Objections. Notwithstanding,
the following are not deemed Permitted Encumbrances and Buyer does not need to give notice of:
{i) the standard preprinted exceptions set forth in the Commitment and
(ii) mortgages and other encumbrances evidencing or securing or
claiming indebtedness which Seller must discharge and satisfy prior to or concurrent with Closing.
Seller shall be entitled to reasonable adjournments of the Closing Date to cure the Objections, not to
exceed thirty (30) days in the aggregate. If Buyer gives Seller an Objection Notice as set forth in
this Paragraph B, then all matters disclosed on the Commitment which are not objected to in such
Objection Notice shall be deemed to be Permitted Encumbrances. If Buyer fails to give Seller an
Objection Notice within the period set forth in this Paragraph B, then all matters disclosed on the
Commitment shall be deemed to be Permitted Encumbrances.
C. Except as otherwise set forth in this Section 5.2, Seller shall not be required
to expend any money or bring any action or proceeding to cure such Objections. Within ten (10)
days after an Objection Notice is given, Seller shall give Buyer notice (the "Response Notice") if
33548 vl
Purchase and Sale Agreement - Pagc
Seller is unable or unwilling to cure Buyer's Objections. If Seller's Response Notice indicates that
Seller is unwilling or unable to cure Buyer's Objections (except as otherwise provided in this
Agreement), then Buyer, as its exclusive remedy, may elect, by written notice given to Seller, either
(a) to accept such title as Seller is able to convey with a reasonable reduction or abatement of the
Purchase Price, or (b) to terminate this Agreement, in which event the Escrow Agent will be
authorized to deliver the Earnest Money and all interest on the Earnest Money as directed by Buyer.
6. REPRESENTATIONS AND WARRANTIES
6.1 Seller. The representations and warranties of Seller in this Section 6.1 are a
material inducement for Buyer to enter into this Agreement. Such representations and warranties of
Seller shall be true, accurate and complete as of the Effective Date and on the Closing Date, shall be
deemed material and 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 Buyer as follows:
A. Seller owns legal and beneficial fee title to the Property, free and clear of
all liens and encumbrances except for the Permitted Encumbrances or other matters to be released at
Closing.
B. Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.
C. Seller has no knowledge of any pending or threatened condemnation or
eminent domain proceedings relating to or affecting the Property, including a temporary taking,
street widening or change of grade.
D. Seller has never received any complaint or notice of any governmental
investigation relating to any violation or claimed violation of any law, regulation, or order including,
without limitation, environmental laws, on or about the Property and, to the best of its knowledge,
there are none threatened or pending.
E. Seller has no knowledge of any hazardous materials or hazardous
substances (as such tennis are defined in applicable federal and state environmental laws) on, under
or at the Property or any part of the Property. There are no underground fuel systems, storage tanks
or farming equipment on, under or at the Property or any part of the Property.
F. There are no existing, presently pending, or, to the best of Seller's
knowledge, threatened actions, suits, proceedings, claims or governmental investigations against
Seller or otherwise affecting the Property, nor to the best knowledge of Seller is there any basis for
same.
G. Seller has not retained any person or firm to file any notice of protest
against, or to commence any action to review, any real property tax assessment against the Property
and, to the best of Seller's knowledge, no such action has been taken by or on behalf of any Party.
H. At the Closing, there will be no outstanding contracts made by Seller for
any improvements to the Property that has not been fully paid for and no continuing service
contracts or maintenance agreements. There are no businesses operating on the Property.
33548 v t
Purchase and Sale Agreement - Page
I. No special assessments have been levied or, to the best of Seller's
knowledge, are threatened, intended or pending against all or any part of the Property.
J. Seller has not received any written notice from any governmental agency
that any part of the Property has been designated as wetlands or inhabited by any endangered
species.
K. To Seller's knowledge, there are no unrecorded covenants, easements,
leases, licenses or rights of any parties, either personally or appurtenant to the Property.
L. To Seller's knowledge, there are no violations of any state, federal or local
law or ordinance against the Property.
M. The streets, roads, highways and avenues in front of or adjoining any part
of the Property have been dedicated to the proper municipal authority, such municipal authority has
accepted such dedication and the Deed from Seller to Buyer is the only instrument necessary to
convey to Buyer full access to and the right to use such roads freely as well as all rights appurtenant
to the Property in such roads, except as such rights may be limited by the Permitted Encumbrances.
N. To Seller's knowledge, no written commitments have been made to any
governmental authority, utility company, school board, church or other religious body or any
homeowner's association, or to any other organization, group or individual, relating to the Property
which would impose an obligation upon Buyer or its successors or assigns to make any contribution
or dedications of money or land or to construct, install or maintain any improvements of a public or
private nature on or off the Property other than as set forth in the Permitted Encumbrances.
O. All information with respect to the Property furnished to Buyer by Seller
prior to the Effective Date and after the Effective Date up until the Closing Date is, and shall be, to
the best of Seller's knowledge, complete and accurate in all material respects.
6.2 Buyer. The representations and warranties of Buyer in this Section 6.2 are a
material inducement for Seller to enter into this Agreement. Such representations and warranties of
Buyer shall be true, accurate and complete as of the Effective Date and on the Closing Date, shall be
deemed material and shall survive the Closing and the passing of title to the Property for a period of
twelve (12) months following the Closing. Buyer represents and warrants to Seller as follows:
A. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida. Buyer has the requisite power to carry out its
business, execute this Agreement, and perform its obligations pursuant to this Agreement. The
execution, delivery and performance of this Agreement by Buyer have been duly authorized by all
necessary action on the part of Buyer and all required consents or approvals have been obtained.
This Agreement is a legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting the rights of creditors generally.
6.3 AS -IS. Buyer and Seller each acknowledge and represent to the other that each
has been represented by an attorney in connection with the negotiation and finalizing of this
Agreement, or such Party has made a conscious decision to not employ an attorney for
33548 vl Purchase and 131c Ag cenicnt -
purposes, that negotiations have been arms length and free of any coercion or conflict of interest,
and that each Party has entered into this Agreement "As -Is", free of any representation or warranty
from the other Party other than those expressed representations set forth in this Agreement.
7. COVENANTS
7.1 Seller. Seller covenants and agrees with Buyer that Seiler shall:
A. Prior to the Closing, comply with any federal, state, municipal or other
health, building, zoning, safety, envirorunental protection or other applicable code, law, ordinance or
regulation of which Seller receives written notice prior to the Closing Date, and remove and cure any
violations and remove any notices of such violations.
B. Between the Effective Date and the Closing Date, take no action and
permit no action to be taken that would result in the creation of a lien against the Property.
C. Not modify, amend, encumber or permit to be encumbered with any
encumbrance, lien or other claim or right, the Property, except as specifically set forth in this
Agreement.
D. Cause to be discharged all mechanics' or materialmen's liens arising from
any labor or materials furnished to the Property prior to the Closing.
E. Pay and discharge, as of the Closing Date, any assessment against the
Property, or any part of the Property, which may become due and payable on or before the Closing
Date or which is a lien on the Property as of the Closing Date, other than such property taxes for the
current tax year which are to be adjusted in accordance with the provisions of Section 10.4.
F. Seller shall authorize its engineers, agents and environmental consultants to
provide to Buyer any information, reports or opinions generated by such entities in connection with
the preparation of any environmental reports for the Property.
7.2 Bu er. Buyer covenants and agrees with Seller as follows:
A. Buyer shall use reasonable efforts, in good faith and with diligence, to
cause all of the representations and warranties made by Buyer in Section 6.2 hereof to be true and
correct on and as of the Closing Date.
8. EMINENT DOMAIN
8.1 Eminent Domain. If, before the Closing Date, proceedings are commenced for the
taking of all or any portion of the Property by exercise of the power of eminent domain (a
"Talung'), then Buyer shall have the right, by giving notice to Seller within thirty (30) days after
Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement,
in which event this Agreement shall terminate and the Escrow Agent will be authorized to deliver
the Earnest Money as directed by Buyer. If a Taking occurs, but Buyer does not exercise the right to
terminate this Agreement, then this Agreement shall remain in full force and effect and, on the
Closing Date, the condemnation award (or, if not theretofore received, the right to receive such
33548 v [ Purchase and Sate Agreement - Page 6 411�
award) payable on account of the taking shall be transferred to Buyer. Seller shall give notice to
Buyer reasonably promptly after Seller's receiving notice of the commencement of any proceedings
for the taking by exercise of the power of eminent domain of all or any part of the Property. If
necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by
this Section 8.1 and the period of thirty (30) days described in this Section 8.1 has expired.
9. CONDITIONS PRECEDENT
9.1 Seller. The obligation of Seller to perform Seller's obligations at the Closing
under this Agreement are and shall be subject to the satisfaction of each of the following conditions
at or prior to the Closing:
A. Buyer shall have delivered the Purchase Price to the Closing Agent at the
Closing pursuant to the terms of this Agreement with instructions to forward the net cash due Seller
to Seller upon completion of Seller's obligations set forth in this Agreement.
B. Buyer shall have executed (where applicable) and delivered the closing
documents to be executed and delivered by Seller.
C. All of the representations and warranties of Buyer contained in this
Agreement shall have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Buyer shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be performed,
observed, and complied with on Buyer's pant prior to or as of the Closing Date,
9.2 Buyer. The obligation of Buyer to perform Buyer's other obligations at the
Closing under this Agreement are and shall be subject to the satisfaction of each of the following
conditions at or prior to the Closing, unless otherwise specified:
A. Title to the Property shall be free of Encumbrances other than Permitted
Encumbrances.
B. Seller shall have executed (where applicable) and delivered the closing
documents to be executed and delivered by Seller.
C. All of the representations and warranties of Seller contained in this
Agreement shall have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Seller shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be performed,
observed, and complied with on Seller's part prior to or as of the Closing Date.
33548 v1
Purchase and Sale Agreement - Pagc 7
E. There shall have been no actual or imminent change in the zoning or other
entitlements of the Property from the Effective Date which would adversely affect the Property or
Buyer's planned development of the Property.
F. The physical condition of the Property shall be substantially the same on
the Closing Date as on the Effective Date.
10. CLOSING
10.1 Procedure. The following shall occur at the Closing on the Closing Date:
A. Seller shall deliver to Buyer:
(i) the Deed, duly executed and acknowledged by Seller;
(ii) a Bill of Sale duly executed by Seller, if the transaction involves
personal property;
(iii) a Non -Foreign Affidavit duly executed by Seller and in form
sufficient to satisfy the requirements of Section 1445 of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder;
(iv) such affidavits or certificates as may be requested by the Title
Company in connection with the purchase of the Property; and
(v) any other documents, instruments or agreements called for under
this Agreement which have not previously been delivered,
B. Buyer shall deliver to Closing Agent the balance of the Purchase Price
(excluding the Earnest Money) in accordance with Section 2.2, subject to adjustment as set forth in
this Agreement.
10.2 Possession. Seller shall transfer possession of the Property to Buyer on the
Closing Date vacant and free of leases or tenancies.
10.3 Adjustments.
A. The following shall be apportioned and adjusted between Seller and Buyer
as of 11:59 p.m. (Florida time) the day preceding the Closing Date, except as otherwise specified:
real property taxes, water and sewer rents and charges and other like and similar municipal taxes and
charges. Seller shall be responsible for the payment of any "roll -back taxes."
B. If any item covered by this Section 10.3 cannot be apportioned because the
same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made
with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable)
as soon as the same is fully ascertained and shall be paid within twenty (20) days thereafter by the
appropriate Party. Any Property -related bills received after Closing related to the period prior to
33548 vl j� Purchase and Sale Agreement - 08
Closing shall be promptly paid by Seller unless the same are the subject of adjustment asset forth in
Section 10.3A.
C. Real estate tax refunds and credits received after the Closing which are
attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between
Seller and Buyer, pursuant to this Section 10.3.
D. If, as of the Closing Date, the Property shall be (or shall have become)
subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller
shall pay all installments due and payable prior to the Closing Date; provided, however, that any
installment payable after the Closing Date but attributable in whole or in pant to any events or
periods prior to the Closing Date shall be apportioned at the Closing. Buyer shall be responsible for
all installments of such assessments payable after closing which are solely attributable to the period
from and after the Closing Date.
E. In the event either Buyer or Seller shall owe the other any money as a
result of the terms of this Section 10.3 (whether at Closing or thereafter), then the Party owing such
money shall pay the other Party such money promptly, as soon as the amount is finally determined.
F. This Section 10.3, and all rights and duties of the Parties pursuant to this
Agreement, shall survive the Closing.
10.4 Costs. Except as otherwise expressly provided in this Agreement, at the Closing
Seller shall pay all State, county, town or other transfer and conveyance taxes (including Florida
documentary stamp tax), the cost of recording the Deed and other closing documents, the cost of
updating the Survey and Seller's share of proration. Buyer shall pay the Title Company's search
and examination fees, the premium for the Title Policy and any endorsements required by Buyer, and
Buyer's share of prorations. Except as otherwise set forth in this Agreement, each Party shall pay
their own reasonable legal fees.
11. DEFAULTS AND REMEDIES
11.1 If Buyer defaults, Seller's sole remedy shall be to receive and retain the Earnest
Money (including all interest earned on the Earnest Money) as liquidated damages, it being agreed
that Seller's damages in case of Buyer's default might be impossible to ascertain and that the Earnest
Money constitutes a fair and reasonable amount of damages under the circumstances and not a
penalty.
11.2 If Seller defaults hereunder, Buyer may as its sole remedies, elect one of the
following: (i) terminate this Agreement by written notice delivered to Seller at or prior to the
Closing, in which event the Escrow Agent will be authorized to deliver the Earnest Money
(including all interest earned on the Earnest Money) as directed by Buyer, and thereafter neither
Seller nor Buyer shall have any obligations to the other under this Agreement, except as specifically
set forth in this Agreement; or (ii) enforce specific performance of this Agreement against Seller.
11.3 In the event of any willful default or intentional or knowing misrepresentation by
Seller, then in additional to the foregoing remedies, Buyer shall be entitled to recover from Seller its
reasonable attorneys fees and if Buyer terminates this Agreement as a result of such default or
33548 v r Purchase and Safe Agreement - rage 9
misrepresentation, all of Buyer's out of pocket costs and expenses incurred in connection with this
transaction.
12. MISCELLANEOUS.
12.1 Governing Law; Jurisdiction. This Agreement shall be construed according to 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 (or at Buyer's option the County in which the Property is
located), in any action or proceeding arising out of this Agreement.
12.2 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 and neither Seller nor Buyer is or shall be bound by any
stipulations, representations, agreements or promises, oral or otherwise, not printed or inserted in this
Agreement.
12.3 Notice. Any notice, demand or other written instrument permitted or required to
be given or sent under this Agreement, shall be in writing, signed by the Party giving the same, and
shall be sent (i) hand -delivered, effective upon receipt, (ii) by United States Express Mail or by
overnight courier, effective upon receipt, or (iii) by certified mail, postage prepaid, return receipt
requested, deemed effective on the earlier of the day of actual delivery, as shown by the addressee's
return receipt, or the expiration of three (3) business days after the date of mailing, in each case
addressed to the Party intended to receive the same at the address set forth below:
IF TO SELLER: WITH A COPY TO:
M & M South Properties, LLC
Attn: Gene Mirvis
19464 39th Avenue
Sunny Isles Beach, FL 33160
Telephone:
Facsimile:
Email: zboss@aol.com
IF TO BUYER:
Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
Facsimile:
Email: Iesbrot@aol.com
33548 vl
Telephone:
Facsimile:
Email:
WITH A COPY TO:
J. Lindsay Builder, Jr., Esq.
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-7670 (direct)
Main: (407)647-4455 ext 7939
Facsimile: (407)740-7063
Email: lbuilder@burr.com
Purchase and Sa1c Agreement - Page 10
IF TO ESCROW AGENT:
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-4455 ext 7939
Facsimile: (407)740-7063
Any Party shall have the right to change the place to which any such notice shall be sent by a similar
notice sent in like manner to all Patties.
12.4 Agreement Bindinl?. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, administrators, executors, successors and permitted
assigns.
12.5 Assignment. This Agreement may be assigned by Buyer without the prior consent
of Seller and at no penalty, cost or expense to the Buyer, provided that Buyer gives Seller prior
written notice of such assignment prior to the Closing Date. At the Buyer's sole discretion, any
assignments of this Agreement may also include the assignment of the duties of the Escrow Agent or
any escrow agreements associated with this Agreement to a new "Escrow Agent." Notwithstanding
an assignment of the duties of the Escrow Agent, Burr & Forman LLP will remain the Closing
Agent. Any such permitted assignment shall not relieve Buyer of its obligations set forth in this
Agreement.
12.6 Attorney's Fees. If there is any legal action or proceeding between Seller and
Buyer arising from or based upon this Agreement, the unsuccessfiil Party to such action or
proceeding shall pay to the prevailing Patty all costs and expenses, including reasonable attorney's
fees, incurred by such prevailing Party in such action or proceeding. This Section 12.6 will survive
the Closing (or, if the Closing does not occur, the earlier termination of this Agreement).
12.7 Further Assurances. From and after the Effective Date, Seller and Buyer shall do
such things, perform such acts, and make, execute, acknowledge and deliver such documents as may
be reasonably necessary or proper and usual to complete the transactions contemplated by this
Agreement.
12.8 Modifications: Waivers. No provision of this Agreement may be, amended,
waived or modified, including, without limitation, by conduct, custom or course of dealing, other
than by an express writing signed by the Party against whom enforcement of such, amendment,
waiver or modification is sought.
12.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which, when taken together, shall constitute one and the same
Agreement.
12.10 Severance. The invalidity or unenforceability of any one or more phrases,
sentences, clauses or sections contained in this Agreement shall not affect the validity or
enforceability of the remaining portions of this Agreement or any part of this Agreement.
33548 v I +' Purchase and Sale Agreement - Page
12.11 Interpretation. This Agreement shall be interpreted without regard to any
presumption or other rule requiring construction against the Patty who drafted this Agreement, If
any words or phrases in this Agreement shall have been stricken out or otherwise mutually
eliminated; whether or not any other words or phrases have been added, this Agreement shall be
construed as if the words or phrases so stricken out or otherwise eliminated were never included in
this Agreement and no implication or inference shall be drawn from the fact that such words or
phrases were so stricken out or otherwise eliminated. Words of the masculine gender shall mean and
include correlative words of the feminine and neuter genders and words imparting the singular
number shall mean and include the plural number and vice versa.
12.12 Escrow Agent.
A. Escrow Agent shall hold all deposits paid pursuant to this Agreement as
escrow agent for the benefit of the Parties in accordance with the following terms of this Agreement.
If for any reason the Closing does not occur and either Party makes a written demand upon Escrow
Agent for payment of the Earnest Money, such written demand shall specify the reason the Closing
shall not occur and Escrow Agent shall deliver a copy of such written demand to the other Party. If
Escrow Agent does not receive a written objection to the proposed payment from the other Party
within ten (10) business days after the giving of such notice, Escrow Agent shall make such
payment. If Escrow Agent receives written objection within such ten (10) day period, or if, for any
other reason, Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall
continue to hold the Earnest Money until otherwise directed by written instructions from both Parties
or a final judgment of a court. At any time, Escrow Agent may deliver the Earnest Money to the
Clerk of the Circuit Court, in Florida having subject matter jurisdiction over this Agreement.
Escrow Agent shall give written notice of such delivery to Seller and Buyer. Upon such delivery of
the Earnest Money, Escrow Agent shall be relieved and discharged of all further obligations and
responsibilities hereunder.
B. Buyer and Seller acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for set forth in this Agreement convenience, that Escrow Agent shall
not be deemed to be the agent of either Party and that Escrow Agent shall not be liable to Buyer or
Seller for any act or omission on its part, unless taken or suffered in bad faith, in willful disregard of
this Agreement or involving gross negligence on the part of Escrow Agent. Escrow Agent may act
upon any instrument or other writing believed by it to be genuine. Escrow Agent shall not be bound
by any modification of this Agreement unless such modification is in writing and signed by Buyer
and Seiler (with a copy delivered to Escrow Agent), and, if Escrow Agent's duties set forth in this
Agreement are affected, unless Escrow Agent shall have given, in writing, its prior written consent
to such modification. Escrow Agent shall not be required or obligated to determine any questions of
law or fact. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless
from and against all costs, claims and expenses, including reasonable attorneys' fees and litigation
costs, incurred in connection with the performance of Escrow Agent's duties set forth in this
Agreement, except with respect to actions or omissions taken or suffered by Escrow Agent in bad
faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow
Agent.
12.13 Brokerage. Except for Brotnnan Group, Inc., and Prudential Florida Realty (eachka"Broker"), Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, th335d8vi Purchase and Sate Agreement - Page
they know of no broker or finder who has claimed, or who has the right to claim, any fee,
commission or other similar compensation in connection with the transaction contemplated by this
Agreement, and that they have taken no actions which would form the basis for such a claim. In the
event that the transaction contemplated by this Agreement closes and, only in such event, Seller shall
pay all brokerage fees and commissions to the Brokers, three percent (3%) of the Purchase Price to
Brotman Group, Inc., and one percent (1%) of the Purchase Price to Prudential Florida Realty.
Buyer is not responsible for any broker's fees or commissions under this Agreement. Seller and
Buyer shall each 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 Section 12.13. This Section 12.13 shall survive the Closing (or,
if the Closing does not occur, the earlier termination of this Agreement).
33548 vt
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Purchase and Sale Agreement - Pag I
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their Bands and seals as of the Effective Date.
33548 vt
SELLER:
M & M SOUTH PROPE5TIES, LLC
a Florida limited liability mpany
By: G & AINVESTMENTS, INC.
a Flori po tion, as Manager
Mirvis
Purchase and Sale Agreement - Page 4
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date.
BUYER:
BROTMAN GROUP, INC.
a Florida corporation
By: ✓'�
Les Brotman
President
I"Y
33548 v 1 Purchase and Sale Agreement - Page
4 15
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date,
ESCROW AGENT:
BURR & FORMAN LLP
an Alabama himited liability partnership authorized
T
33548 v1
t
Purchase and Sale Agreement - Page 16
EXHIBIT A
Broward County Tax Parcel #4941-08-02-0080
Lot 8, together with a portion of Lots 6 and 7, Block 9, LYONS COMMERCIAL
SUBDIVISION UNIT NO, 2, according to the Plat thereof as recorded in Plat Book 69, Page 43,
Public Records of Broward County, Florida, being filly described as follows:
Beginning at the Northwest corner of said Lot 8; thence South 88°59'06" East, along the North
line of said Lot 8, a distance of 100.00 feet to the Northwest corner of said Lot 7; thence
continue South 88°59'06" East, a distance of 96.28 feet, the last three calls being coincident with
the South right-of-way line of N.W. 57th Street; thence South 00001'37" East, a distance of
200.73 feet to the Point of Intersection with the East line of the aforesaid Lot 7; thence continue
South 00°01'37" East, a distance of 92.28 feet, to a point on the North right-of-way line of N.W.
56th Street (West Commercial Boulevard); thence North 88°59'06" West, a distance of 1.61 feet
to the Point of Intersection with the East property line of the aforesaid Lot 7; thence continue
North 88'59'06" West, a distance of 100.00 feet to the Point of Intersection with the West
property line of the aforesaid Lot 7; thence continue North 88°59'06" West a distance of 100.00
feet to the Point of Intersection with the West property line of the aforesaid Lot 8, the last three
calls being coincident with the North right-of-way line of N.W. 56th Street (West Commercial
Boulevard); thence North 01 °00'54" East, along the West line of the aforesaid Lot 8, a distance
of 292.96 feet, to the Point of Beginning.
Subject to Official Records Book 32920, Page 120, Public Records of Broward County, Florida.
Said lands situate, lying and being in Broward County, Florida.
Said lands contain 58,284 square feet (1.338 acres), more or less.
33548 vI
1--e�
Purchase and Sale Agreement - Page 17
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FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (the "First Amendment") is made as of
the day of April, 2010, by acid between M & M SOUTH PROPERTIES, LLC, a Florida limited
liability company ("Seller"), and BROTMAN GROUP, INC., a Florida corporation ("Buyer"). Seller
and Buyer may be referred to in this Agreement individually as a "Party" or collectively as the "Parties."
Backgrouud Facts:
A. The Seller and the Buyer entered into a certain Purchase and Sale Agreement (the
"Agreement") dated April 13, 2010, which provides for the purchase and sale of real property described
in the Agreement.
B. The Parties desire to amend the Agreement. The Agreement and this First Amendment
will be collectively referred to as the "Agreement."
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and promises made in this
Agreement and for other good and valuable considerations, the Parties agree as follows:
1. Capitalized terms used but not der•ined in this First Amendment will have the definitions
set forth in the Agreement.
2. Section 2.2.B. is deleted in its entirety and replaced with the following:
B. Buyer shall deliver an additional earnest money deposit of Forty -Nine
Thousand Dollars ($49,000.00) to the Escrow Agent (the "Additional Deposit") within
fifteen (15) business days after the Effective Date. The Initial Deposit and the Additional
Deposit will be referred to in this Agreement as the "Earnest Money."
Section 12.5 is deleted in its entirety and replaced with the following:
12.5. Assignment, This Agreement may be assigned by Buyer without the
prior consent of Seller and at no penalty, cost or expense to the Buyer, provided that
Buyer gives Seller written notice of such assignment prior to the Closing Date. At the
Buyer's sole discretion, any assignments of this Agreement may also include the
assignment of the duties of the Escrow Agent or any escrow agreements associated with
this Agreement to a new "Escrow Agent," and/or an assignment of the duties of the
Closing Agent. Any such permitted assignment shall not relieve Buyer of its obligations
set forth in this Agreement.
4. Except as modified by this First Amendment, the Parties ratify the terms of the
Agreement.
[signatures on separate page]
34000 0
mpr co iu ue: jip gene m �nlr-molt -i ic•t p. c
•
•
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to Purchase and
Sale Agreement to be executed iri their name(s) as of the day and year first above written.
SELLER: BUYER:
M & M SOUTH PROPS' TI , LLC BROTMAN GROUP, INC.
a Florida limited liability com ly a Flori ,cor poration
By: G & A REAL Y�N BS'fMFNTS, INC. By: +•
a Florida c i s, as Manager Les Rminian, President
B
Gene Iirvis, President
140000
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement (the "Second Amendment") is made as
of the _7 day of May, 2010, by and between M & M SOUTH PROPERTIES, LLC, a Florida
limited liability company ("Seller"), and BROTMAN GROUP, INC., a Florida corporation ("Buyer").
Seller and Buyer may be referred to in this Agreement individually as a "Party" or collectively as the
"Parties."
Background Facts:
A. The Seller and the Buyer entered into a certain Purchase and Sale Agreement (the
"Agreement") dated April 13, 2010, as amended by that certain First Amendment to Purchase and Sale
Agreement (the "First Amendment") dated the day of April, 2010, which provides for the purchase
and sale of real property described in the Agreement.
B. The Parties desire to amend the Agreement. The Agreement, the First Amendment and
this Second Amendment will be collectively referred to as the "Agreement."
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and promises made in this
Agreement and for other good and valuable considerations, the Parties agree as follows:
1. Capitalized terms used but not defined in this Second Amendment will have the
definitions set forth in the Agreement.
2. Section 2.2.B. is deleted in its entirety and replaced with the following:
B. Buyer shall deliver an additional earnest money deposit of Forty -Nine
Thousand Dollars ($49,000.00) to the Escrow Agent (the "Additional Deposit") on or
before May 14, 2010. The Initial Deposit and the Additional Deposit will be referred to
in this Agreement as the "Earnest Money."
3. Except as modified by this Second Amendment, the Parties ratify the terms of the
Agreement
[signatures on separate page)
/ /V
d
35754 vl
Second Amendment - Page 1
IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to Purchase
and Sale Agreement to be executed in their name(s) as of the day and year first above written.
SELLER: BUYER:
M & M SOUTH PROPER ES, LLC BROTMAN GROUP, INC.
a Florida l!Flori
ited liability co pany a Florida corpo
By: G A J`Y STMENTS, INC. By:
a r ion, as Manager Les Brotman, President
B
r Ge e Mi s, Presiden t
35754 v1 Second Amendment - Page 2
EXHIBIT "B"
NOTICE OF ASSIGNMENT FROM ASSIGNOR TO SELLER
34685 v 1 Assignment of Purchase and Sale Agreement - Page 1
BURR ••• FORMAN LLP
results matter
J. Lindsay Builder, Jr., Esq.
lbuilder@burr.com
Direct Dial: (407) 647-7670
VIA FEDERAL EXPRESS
May 6, 2010
M & M South Properties, LLC
Attn: Gene Mirvis
19464 39th Avenue
Sunny Isles Beach, FL 33160
P.O. Drawer 1690
Winter Park, FL 32790
369 N. New York Avenue
Third Floor
Winter Park, FL 32789
Office (407) 647-4455
Fax (407)740-7063
BURR.COM
Re: Purchase and Sale Agreement (the "Agreement") dated April 13, 2010, by and between M
& M South Properties, LLC ("Seller") and Brotman Group, Inc. ("Buyer")
Dear Mr. Mirvis:
This letter will inform you that Brotman Group, Inc., as Buyer under the referenced Agreement, has
assigned the Agreement to the City of Tamarac, Florida, and that the City of Tamarac has assumed all of
the obligations of the Buyer under the Agreement arising from and after the date of this letter. Further,
the Initial Deposit of $1,000 is now being held by the law firm of Goren, Cherof, Doody & Ezrol, P.A., as
the New Escrow Agent.
Please direct all future communication and correspondence to the Buyer and Escrow Agent as follows:
City of Tamarac, Florida
c/o David Tolces, Esq.
Goren, Cherof, Doody & Ezrol, P.A.
3099 E. Commercial Boulevard, Suite 200
Ft. Lauderdale, FL 33308
Telephone: (954)771-4500
Facsimile: 954)771-4923
Email: dtolces@cityatty.com
Very truly yours,
J. Lindsay Builder Jr.
JLBjr/vdm
Copies by email to:
Brotman Group, Inc.
David Tolces, Esq.
36047 vl
EXHIBIT "C"
ASSIGNMENT
34685 v 1 Assignment of Purchase and Sale Agreement - Page 1
ASSIGNMENT AND ASSUMPTION OF
RESPONSIBILITIES OF ESCROW AGENT
This Assignment and Assumption of Responsibilities of Escrow Agent (this "Assignment") is
made as of this day of May, 2010 (the "Effective Date"), by BURR & FORMAN LLP, an
Alabama limited liability partnership authorized to transact business in the State of Florida (the
"Assignor"), and GOREN, CHEROF, DOODY & EZROL, P.A., a Florida professional association
(the "Assignee"). The Assignor and the Assignee may be referred to in this Assignment individually as a
"Party" or collectively as the "Parties."
Background Facts:
1. The Assignor is the Escrow Agent and Closing Agent in that certain Purchase and Sale
Agreement dated April 13, 2010 (the "Agreement), between M & M South Properties, LLC, a Florida
limited liability company (the "Seller") and Brotman Group, Inc., a Florida corporation (the "Buyer").
2. The Buyer has delivered to the Assignor, in its capacity as Escrow Agent, the sum of One
Thousand Dollars ($1,000.00) as the Initial Deposit (the "Earnest Money") pursuant to the Agreement.
3. Section 12.5 of the Agreement provides for the assignment of the duties of the Escrow
Agent to a "New Escrow Agent" and the transfer of the Earnest Money to the New Escrow Agent.
Agreement:
Now, therefore, in consideration of the mutual promises and covenants in this Assignment, the
Parties agree as follows:
1. The Background Facts set forth above are true and correct and the Parties agree that such
Background Facts are incorporated into this document.
2. The Assignor hereby assigns and transfers to the Assignee all rights and responsibilities
of the Escrow Agent and Closing Agent pursuant to the Agreement, whether now existing or arising after
the Effective Date.
3. The Assignee hereby accepts and assumes the assignment of all duties and
responsibilities of the Escrow Agent, pursuant to the Agreement and as more particularly described in
Section 12.12 of the Agreement, as well as the duties and responsibility of the Closing Agent. The
Assignee covenants to indemnify and hold the Assignor harmless from any and all liability against the
Assignor resulting from this Assignment from and after the date of this Assignment, and all costs and
expenses, including reasonable attorneys' fees, incurred by the Assignor as a result of the foregoing.
4. This Assignment may be executed by facsimile signature or electronic mail and/or in one
or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one instrument.
[signatures on separate pages]
36023 vt Assignment of Responsibilities of Escrow Agent — Page 1
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed as of the
Effective Date.
Assignor:
BURR & FORMAN LLP
an Ala ma lted liability partnership authorized to
trans ct u in ss in Florinr'—�
36023 vt Assignment of Responsibilities of Escrow Agent — Page 2
IN WITNESS WHEREOF, the Assignee has caused this Assignment to be executed as of the
Effective Date.
Assignee:
GOREN, CHEROF, DOODY & EZROL, P.A.
a Florida corpor ti
By —
Print Print name: oAk'4
Title: (r,��
36023 vl Assignment of Responsibilities of Escrow Agent — Page 3
ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT (this "Assignment"), is
made and entered into this day of May, 2010, by and between the CITY OF TAMARAC,
FLORIDA, a municipal corporation of the State of Florida (hereinafter the "CITY"), and BROTMAN
GROUP, INC., a Florida corporation (hereinafter the "ASSIGNOR").
WITNESSETH:
WHEREAS, on May 3, 2010, the ASSIGNOR entered into a Purchase and Sale Agreement with
T & C REALTY GROUP INC., a Florida corporation (the "Seller"), which is attached as Composite
Exhibit "A", and incorporated herein by reference (collectively referred to as the "Agreement"), for the
acquisition of the real property described in the Agreement;
WHEREAS, ASSIGNOR desires to assign all of its interest, rights, duties and obligations under
the Agreement to the CITY, and has provided notice to the Seller of its intent to assign its interest, rights,
duties and obligations to the Seller, as defined in the Agreement;
WHEREAS, the CITY desires to accept the assignment of the Agreement from the ASSIGNOR;
and
WHEREAS, on 2010, the City Commission of CITY accepted the requested
assignment from ASSIGNOR.
NOW, THEREFORE, for and in consideration of the sum of the mutual covenants and other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Recitals and Exhibits. The foregoing recitations are true and correct and are hereby
incorporated herein by this reference. All exhibits to this Agreement are hereby deemed a part hereof.
Section 2. Assignment. Pursuant to Section 12.5 of the Agreement, the ASSIGNOR hereby assigns
all of its rights, duties and obligations in the Agreement to the CITY. The CITY hereby accepts the
Assignment of the Agreement from ASSIGNOR, subject to the terms and conditions of the Agreement
and this Assignment, except as modified herein. A copy of the notice sent by the ASSIGNOR to the
Seller is attached hereto as Exhibit "B". The notice also advises the Seller that the rights and obligations
of the Escrow Agent and the Closing Agent have been assigned to Goren, Cherof, Doody & Ezrol, P.A.,
3099 E. Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308, Attn.: Samuel S. Goren,
Esq. (the "New Escrow Agent"),
Section 3. Escrow Agent/Closing Agent. Pursuant to Section 12.5 of the Agreement, ASSIGNOR
further agrees to notify and advise the Escrow Agent, as stated in the Agreement, to transfer all Escrow
Funds held pursuant to the Agreement to the New Escrow Agent pursuant to the assignment document
attached as Exhibit "C".
Section 4. Indemnification of CITY. The ASSIGNOR hereby covenants and agrees to indemnify
and hold the CITY harmless from any and all loss, liability, costs (inclusive of reasonable attorneys' fees
and disbursements), claims, demands, damages, actions, causes of action and suits arising out of or in any
34688 v 1 Assignment of Purchase and Sale Agreement - Page 1
manner related to the Agreement up to the execution of this Assignment by the ASSIGNOR and delivery
thereof to the CITY.
Section 5. Indemnification of ASSIGNOR. The CITY hereby covenants and agrees to indemnify
and hold the ASSIGNOR harmless from any and all loss, liability, costs (inclusive of reasonable
attorneys' fees and disbursements), claims, demands, damages, actions, causes of action and suits arising
out of or in any manner related to the Agreement after the execution and receipt of this Assignment by
the CITY.
Section 6. The Assignment shall be governed by the laws of the State of Florida, with venue in state
court located in Broward County, Florida.
Section 7. Notices. Upon further written notice by either party to the other, all notices provided for
herein shall be in writing and transmitted by messenger, certified mail return receipt requested or
telegram, and shall be mailed or delivered as follows:
AS TO CITY: Jeffrey Miller, City Manager
City of Tamarac
7525 NW 88 Avenue
Tamarac, Florida 33321
Telephone No. (954) 597-3515
With A Copy To: Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
AS TO ASSIGNOR: Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
[signatures on separate page]
34688 vl Assignment of Purchase and Sale Agreement - Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
CITY OF TAMARAC
BY: zw
ATTES MAYOR BETH FLANS AUM-T ABISCO
B`Y• ldCCC�-
MARION SWEN , CITY CLE
APPROVED BY: rwr-1 Srt d
OFF E OF E ATTORNEY
ASSIGNOR
BROTMAN GROUP, INC.
a Florida corporation
By: LlK�—
A4VfJ)1/n14f-
Title: fA.9
34688 v 1 Assignment of Purchase and Sale Agreement - Page 3
EXHIBIT "A"
PURCHASE AND SALE AGREEMENT
34688 v ] Assignment of Purchase and Sale Agreement - Page 1
ADDENDUM
This addendum is intended to supplement and where in conflict
supersede the terms of that certain Purchase and Sale Agreement
between T & C REALTY GROUP INC., a Florida Corporation, Seller and
BROTMAN GROUP, INC., a Florida Corporation, Buyer (copy attached
hereto):
1. Paragraph 3.1, Page 2: Closing date is modified to
provide fifteen days for closing not thirty days.
2. Paragraph 4.1, Page 2: Is modified to eliminate the
responsibility of Seller to furnish Buyer with certain materials,
which items are indicated by deletion and initialing.
3. Paragraph 10.4, Page 9: Costs are modified to eliminate
the cost of updating survey as a Seller expense.
a
Dated this day oft ► 2010.
WITNESSES:
T & C REALTY GROUP INC.
BROTMAtR4 P, INC
(Le,if BrotKan, President
PURCHASE AND SALE AGREEMI+`NT
This Purchase and Sale Agreement (this "Agreement") is made this--)— day of A ,
2010, by and between T & C REALTY GROUP INC., a Florida corporation ("Seller' ,and
BROTMAN GROUP, INC., a Florida corporation (Buyer'). Seller and Buyer maybe refwTed to
in this Agreement individually as a "Party" or collectively as the "Parties."
3YITNESSE3:k1:
Seller is the owner of certain property consisting of approximately 3.38 acres, more or less,
which is described on Exhibit A attached to and by reference made a pant of this Agreement (the
"Property"). The Parties agree to the sale and purchase of the Property on the terms and conditions
which are set forth in this Agreement. The Effective Date of this Agreement shall be the date upon
which the last Party fully executes this Agreement (the "Effective Date") and that date shall be
inserted in the blank space at the top of this page.
In consideration of the mutual promises and agreements contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties mutually agree as follows:
1. PURCHASE AND SALE
1.1 Subject to all of the terms and conditions of this Agreement, Seller will sell the
Property to the Buyer and the Buyer will purchase the Property from the Seller, together with all
appurtenances, rights, easements, rights of way, permits, licenses and approvals incident or
appurtenant to the Property.
2. PURCHASE PRICE
2.1 The purchase price for the Property (the "Purchase Price") is Three Million Four
Hundred Fifty Thousand Dollars ($3,450,000.00), subject to the adjustments and proration as set
forth in this Agreement.
2.2 P ment, Payment of the Purchase Price is to be made as follows:
A. Buyer shall deliver an initial earnest money deposit of One Thousand
Dollars ($1,000.00) (the "Initial Deposit"} to Burr & Forman LLP, 369 N. New York Avenue, 3rd
Floor, Winter Park, Florida 32789, Attn: J. Lindsay Builder, Jr., Esq. (the "Escrow Agent"} within
two (2) business days after the Effective Date.
B. Buyer shall deliver an additional earnest money deposit of One Hundred
Seventy -One Thousand Five Hundred Dollars ($171,500.00) to the Escrow Agent (the "Additional
Deposit") within ten (10) business days after the Effective Date. The Initial Deposit and the
Additional Deposit will be referred to in this Agreement as the "Earnest Money."
C. At Closing, Buyer shall deliver to Escrow Agent, acting as the "Closing
Agent", the balance of the Purchase Price, subject to adjustment for the prerations as provided in this
33561 v2 Purchase and Sale Agreement -Page I
Agreement, via federal wire transfer in immediately available funds to a bank account designated by
Escrow Agent,
The Earnest Money will be placed and held in escrow by the Escrow Agent in an
interest bearing account at a banking institution acceptable to Buyer. The Earnest Money and any
interest earned thereon shall be non-refundable upon expiration of the Inspection Period (as defined
in this Agreement), if this Agreement has not been terminated by Buyer, as provided in Section 4;
provided, however, that in the event of Seller's default or inability to perform its obligations
pursuant to this Agreement, the Escrow Agent will be authorized to disburse the Earnest Money,
together with interest on the Earnest Money, as Buyer directs.
3. CLOSING OF TITLE ( )s)
3.1 Closing Date. The closing (the "Closing") shall occur on or before 0607 (90�
days from the end of the Inspection Period (as defined in Section 4), Closing shall occur "by mail",
through an escrow procedure through the Closing Agent.
4. INSPECTION PERIOD
4.1 Inspections. For a period oftime commencing on the Effective Date and expiring
at 5:00 p.m, seventy-five (75) days thereafter (the "Inspection Period"), Buyer shall have the right,
at Buyer's sole cost and expense, to review and investigate thephyslcal and environmental condition
of the Property, the character, quality and general utility of the Property, the zoning, land use,
environmental and building requirements and restrictions applicable to the Property, the stateoftitle
to the Property, and any leases, or to perform any other appraisals, inspections or services deemed
necessary and appropriate by Buyer.
v
and not o4ee eenk4weretul
Seller shall at all times prior to Closing provide Buyer and Buyer's
representatives with access to the Property at reasonable times daring normal business hours on
business days for purposes of carrying out such tests, inspections and investigations as Buyerdeems
prudent.
4.2 Conducl of Tests. Buyer shall give Seller reasonable prior written notice of its
intention to conduct any inspection of the Property and Seller, at its option, may have a
representative present during such inspection making any physical of environmental inspections of
the Property. Buyer and Buyer's agents; contractors of representatives (collectively, "Buyer's
Agents") shall use commercially reasonable efforts to avoid interfering with the activities of tenants
or any persons occupying or providing service at or to the Property. Buyer shall restore promptly any
physical damage caused by the inspections conducted by Buyer and Buyer's Agents.
4.3 Termination Rigl��, Buyer shall have the right, exercisable by written notice given
to Seller and Escrow Agent on or before the termination of the Inspection Period to terminate this
Agreement at no cost, penalty or expense for any reason or no reason at all if, in its sole discretion, it
is not satisfied with the results of its investigations of the Property, Upon such termination, the
Escrow Agent will be authorized to deliver the Earnest Money, together with any interest earned on
33561 v2 Purchase and Sale Agrean it • Pogo 2
the Earnest Money, as directed by the Buyer, and the Parties shall have no farther rights or
obligations pursuant to this Agreement. Seller shall not be entitled to object to the disbursement of
the Earnest Money in such event.
5. TITLE TO AND CONDITION OF THE PROPERTY
5.1 Conveyance of the Property. Seller shall convey title to the Property to Buyer by
Warranty Deed (the "Deed"), sufficient to. permit Fidelity National Title Insurance Company (the
"Title Company") to insure that there has been conveyed to Buyer good and marketable title to the
Real Property, subject to the Permitted Encumbrances (defined in this Agreement).
5.2 Title Defect
A. During the Inspection Period, Buyer shall order and deliver or cause to be
delivered to Seller: (a) a current commitment for an Owner's Policy of Title Insurance issued by the
Title Company, whereby the Title Company commits to issue its title policy, written in accordance
with this Agreement (the "Commitment"); and (b) copies of all instruments shown on Schedule B
of the Commitment. The Commitment shall describe the Property; shall list Buyer and Buyer's
lender (if any) as the prospective. named insureds; shall show as the policy amount the Purchase
Price; and shall contain the commitment of the Title Company to insure Buyer's fee simple interest
in the Property upon the Closing. The Commitment shall show the status of the title of the Property
and all exceptions that would appear In the Title Policy. Any items or exceptions to title that are
accepted or waived in writing or deemed to have been accepted or waived by Buyer pursuant to the
terms of this Agreement are referred to in this Agreement as "Permitted Encumbrances."
B. Prior to the expiration of the Inspection Period (or within ten (10) days
after a title matter appears in an update or bringdown to the Commitment which did not appear in the
original Commitment), Buyer shall give written notice (the "Objection Notice) to the Seller of any
conditions of title and anything contained or set forth in the Commitment (or such update or
bringdown ) which Buyer is unwilling to have included as a Permitted Encumbrance (the
"Objections"), separately specifying and setting forth each of such Objections. Notwithstanding,
the following are not deemed Permitted Encumbrances and Buyer does not need to give notice of
(i) the standard preprinted exceptions set forth in the Commitment and
(H) mortgages and other enctunbrances evidencing or securing or
claiming indebtedness which Seller must discharge and satisfy prior to or concurrent with Closing.
Seller shall be entitled to reasonable adjournments of the Closing Date to cure the Objections, not to
exceed thirty (30) days in the aggregate. If Buyer gives Seller an Objection Notice as set forth in
this Paragraph B, then all matters disclosed on the Commitment which are not objected to in such
Objection Notice shall be deemed to be Permitted Encumbrances. If Buyer fails to give Seller an
Objection Notice within the period set forth in this Paragraph B, then all matters disclosed on the
Commitment shall be deemed to be Permitted Encumbrances.
C. Except as otherwise set forth in this Section 5.2, Seller shall not be required
to expend any money or bring any action or proceeding to cure such Objections. Within ten (10)
days after an Objection Notice is given, Seller shall give Buyer notice (the "Response Notice") if
33561 v2 Purchaso and Sate Agreement • Page 3
Seller Is unable or unwilling to cure Buyer's Objections. If Seller's Response Notice indicates that
Seller is unwilling or unable to cure Buyer's Objections (except as otherwise provided in this
Agreement), then Buyer, as its exclusive remedy, may elect, by written notice given to Seller, either
(a) to accept such title as Seller is able to convey with a reasonable reduction or abatement of the
Purchase Price, or (b) to terminate this Agreement, in which event the Escrow Agent will be
authorized to deliver the Earnest Money and all interest on the Earnest Money as directed by Buyer.
6. RE, PRE SENTATIONS AND WARRANTIES
6.1 Seller. The representations and warranties of Seller in this Section 6.1 are a
material inducement for Buyer to enter into this Agreement. Such representations and warranties of
Seller shall be true, accurate and complete as of the Effective Date and on the Closing Date, shall be
deemed material and 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 Buyer as follows;
A. Seller owns legal and beneficial fee title to the Property, free and clear of
all liens and encumbrances except for the Permitted Encumbrances or other matters to be released at
Closing.
B. Seller is not'a "foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.
C. Seller has no knowledge of any pending or threatened condemnation or
eminent domain proceedings relating to or affecting the Property, including a temporary taking,
street widening or change of grade.
D. Seller has never received any complaint or notice of any governmental
investigation relating to any violation or claimed violation of any law, regulation, or order including,
without limitation, environmental laws, on or about the Property and, to the best of its knowledge,
there are none threatened or pending.
E. Seller has no knowledge of any hazardous materials or hazardous
substances (as such terms are defined in applicable federal and state environmental laws) on, under
or at the Property or any part of the Property. There are no underground fuel systems, storage tanks
or farming equipment on, under or at the Property or any part of the Property.
C. There are no existing, presently pending, or, to the best of Seller's
knowledge, threatened actions, suits, proceedings, claims or governmental investigations against
Seller or otherwise affecting the Property, nor to the best knowledge of Seller is there any basis for
same.
G. Seller has not retained any person or firm to file any notice of protest
against, or to commence any action to review, any real property tax assessment against the Property
and, to the best of Seller's knowledge, no such action has been taken by or on behalf of any Party.
H. At the Closing, there will be no outstanding contracts made by Seller for
any improvements to the Property that has not been fully paid for and no continuing service
contracts or maintenance agreements. There are no businesses operating on the Property.
33561 v2 Purchase and Sate Agreement - Page 4
I. No special assessments have been levied or, to the best of Seller's
knowledge, are threatened, intended or pending against all or any part of the Property.
J. Seller has not received any written notice from any governmental agency
that any part of the Property has been designated as wetlands or inhabited by any endangered
species.
K. To Seller's knowledge, there are no unrecorded covenants, easements,
leases, licenses or rights of any parties, either personally or appurtenant to the Property.
L. To Seller's knowledge, there are no violations of any state, federal or local
law or ordinance against the Property.
M. The streets, roads, highways and avenues in front of or adjoining any part
ofthe Property have been dedicated to the proper municipal authority, such municipal authority has
accepted such dedication and the Deed from Seller to Buyer is the only instrument necessary to
convey to Buyer full access to and the right to use such roads freely as well as all rights appurtenant
to the Property in such roads, except as such rights may be limited by the Permitted Encumbrances.
N. To Seller's knowledge, no written commitments have been made to any
governmental authority, utility company, school board, church or other religious body or any
homeowner's association, or to any other organization, group or individual, relating to the Property
which would impose an obligation upon Buyer or its successors or assigns to make any contribution
or dedications of money or land or to construct, install or maintain any improvements of a public or
private nature on or off the Property other than as set forth in the Permitted Encumbrances.
O. All information with respect to the Property furnished to Buyer by Seller
prior to the Effective Date and after the Effective Date up until the Closing Date is, and shall be, to
the best of Seller's knowledge, complete and accurate in all material respects.
6.2 Bu er. The representations and warranties of Buyer in this Section 6.2 are a
material inducement for Seller to enter into this Agreement. Such representations and warranties of
Buyer shall be true, accurate and complete as of the Effective Date and on the Closing Date, shall be
deemed material and shall survive the Closing and the passing of title to the Property for a period of
twelve (12) months following the Closing. Buyer represents and warrants to Seller as follows:
A. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida, Buyer lies the requisite power to carry out its
business, execute this Agreement, and perform its obligations pursuant to this Agreement. The
execution, delivery and performance of this Agreement by Buyer have been duly authorized by all
necessary action on the pant of Buyer and all required consents or approvals have been obtained.
This Agreement is a legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting the rights of creditors generally.
6.3 AS -IS. Buyer and Seller each acknowledge and represent to the other that each
has been represented by an attorney in connection with the negotiation and finalizing of this
Agreement, or such Party has made a conscious decision to not employ an attorney for such
33561 v2 NTchese and Sale Agreamem - Page 5
purposes, that negotiations have been awns length and free of any coercion or conflict of interest,
and that each Party has entered into this Agreement "As -Is", free of any representation or warranty
from the other Party other than those expressed representations set forth in this Agreement.
7. COVENANTS
7.1 Seller. Seller covenants and agrees with Buyer that Seller shall:
A. Prior to the Closing, comply with any federal, state, municipal or other
health, building, zoning, safety, environmental protection or other applicable code, law, ordinance or
regulation ofwhich Seller receives written notice priorto the Closing Date, and remove and cure any
violations and remove any notices of such violations.
B. Between the Effective Date and the Closing Date, take no action and
permit no action to be taken that would result in the creation of a lien against the -Property.
C. Not modify, amend, encumber or permit to be encumbered with any
enetunbrance, lien or other claim or right, the Property, except as specifically set forth in this
Agreement.
D. Cause to be discharged all mechanics' or materiahnen's liens arising from
any labor or materials furnished to the Property prior to the Closing.
H. Pay and discharge, as of the Closing Date, any assessment against the
Property, or any part of the Property, which may become due and payable on or before the Closing
Date or which is a lien on the Property as of the Closing Date, other than such property taxes for the
current tax year which are to be adjusted in accordance with the provisions of Section 10.4.
F. Seller shall authorize its engineers, agents and environmental consultants to
provide to Buyer any information, reports or opinions generated by such entities in connection with
the preparation of any environmental reports for the Property.
7.2 Buyer. Buyer covenants and agrees with Seller as follows:
A. Buyer shall use reasonable efforts, in good faith and with diligence, to
cause all of the representations and warranties made by Buyer in Section 6.2 hereof to be true and
correct on and as of the Closing Date.
8. EMINENT DOMAIN
8.1 Eminent Domain. If, before the Closing Date, proceedings are commenced for the
taking of all or any portion of the Property by exercise of the power of eminent domain (a
"Taldng"), then Buyer shall have the right, by giving notice to Seller within thirty (30) days after
Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement,
in which event this Agreement shall terminate and the Escrow Agent will be authorized to deliver
the Earnest Money as directed by Buyer. If a Taking occurs, but Buyer does not exercise theright to
terminate this Agreement, then this Agreement shall remain In full force and effect and, on the
Closing Date, the condemnation award (or, if not theretofore received, the right to receive such
33561 v2 Phase and Sale AgmenwM - Naga 6
award) payable on account of the taking shall be transferred to Buyer. Seller shall give notice to
Buyer reasonably promptly after Seller's receiving notice of the commencement of any proceedings
for the taking by exercise of the power of eminent domain of all or any part of the Property. If
necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by
this Section 8.1 and the period of thirty (30) days described in this Section 8.1 has expired,
9. CONDITIONS PRECE ENT
9.1 aglIgn The obligation of Seller to perform Seller's obligations at tire Closing
under this Agreement are and shall be subject to the satisfaction of each of the following conditions
at or prior to the Closing:
A. Buyer shall have delivered the Purchase Price to the Closing Agent at the
Closing pursuant to the terms of this Agreement with instructions to forward the net cash due Seller
to Seller upon completion of Seller's obligations set forth in this Agreement.
B.. Buyer shall have executed (where applicable) and delivered the closing
documents to be executed and delivered by Seller.
C. ' All of the representations and warranties of Buyer contained in this
Agreement shall have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Buyer shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be performed,
observed, and complied with on Buyer's part prior to or as of the Closing Date.
9.2 Bu r. The obligation of Buyer to perform Buyer's other obligations at the
Closing under this Agreement are and shall be subject to the satisfaction of each of the following
conditions at or prior to the Closing, unless otherwise specified:
A. Title to the Property shall be free of Encumbrances other than Permitted
Encumbrances.
B. Seller shall have executed (where applicable) and delivered the closing
documents to be executed and delivered by Seller.
C. All of the representations and warranties of Seller contained in this
Agreement shalt have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Seller shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be perfonned,
observed, and complied with on Seller's part prior to or as of the Closing Date.
33561 v2 Purchase and Sa1c Agreement - Page 7
E. There shall have been no actual or imminent change in the zoning or other
entitlements of the Property from the Effective Date which would adversely affect the Property or
Buyer's planned development of the Property.
F. The physical condition of the Property shall be substantially the same on
the Closing Date as on the Effective Date.
10. CLOSING
10.1 Pi ce ure. The following shall occur at the Closing on the Closing Date:
A. Seller shall deliver to Buyer:
(i) the Deed, duly executed and acknowledged by Seller;
(if) a Bill of Sale duly executed by Seller, if the transaction involves
personal property;
(iii) a Non -Foreign Affidavit duly executed, by Seller and in form
sufficient to satisfy the requirements of Section 1445 of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder;
(iv) such affidavits or certificates as may be requested by the Title
Company in connection with the purchase of the Property; and
(v) any other documents, instruments or agreements called for under
this Agreement which have not previously been delivered.
B. Buyer shall deliver to Closing Agent the balance of the Purchase Price
(excluding the Earnest Money) in accordance with Section 2.2, subject to adjustment as set forth in
this Agreement.
10.2 Possession. Seller shall transfer possession of the Property to Buyer on the
Closing Date vacant and free of leases or tenancies.
10.3 Adjustments,
A. The following shall be apportioned and adjusted between Seller and Buyer
as of 11:59 p.m. (Florida time) the day preceding the Closing Date, except as otherwise specified:
real property taxes, water and sewer rents and charges and other like and similar municipal taxes and
charges. Seller shall be responsible for the payment of any "roll -back taxes."
B. If any item covered by this Section 10.3 cannot be apportioned because the
same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made
with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable)
as soon as the same is fully ascertained and shall be paid within twenty (20) days thereafter by the
appropriate Party. Any Property -related bills received after Closing related to the period prior to
33561 r2 Purchase alai Sale Agreenmil - Page 8
Closing shall be promptly paid by Seller unless the same are the subject of adjustment as set forth in
Section 10.3A.
C. Real estate tax refunds and credits received after the Closing which are
attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between
Seller and Buyer, pursuant to this Section 10.3.
D. If, as of the Closing Date, the Property shall be (or shall have become)
subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller
shall pay all installments due and payable prior to the Closing Date, p►vvided, however, that any
installment payable after the Closing Date but attributable in whole or in part to any events or
periods prior to the Closing Date shall be apportioned at the Closing. Buyer shall be responsible for
all installments of such assessments payable after closing which are solely attributable to the period
from and after the Closing Date. ,
E. In the event either Buyer or Seller shall owe the other any money as a
result of the terms of this Section 10.3 (whether at Closing or thereafter), then the Party owing such
money shall pay the other Party such money promptly, as soon as the amount is finally determined.
. F. This Section 10.3, and all rights and duties of the Parties pursuant to this
Agreement, shall survive the Closing.
10.4 Costs. Except as otherwise expressly provided in this Agreement, at the Closing
Seller shall pay all State, county, town or other transfer and conveyance taxes (including Florida
documentary statnp tax), the cost of recording the Deed and any closing documents necessary to
clear any Objections (see Section 5.2), 0 and Sellers share of
prorations. Buyer shall pay the Title Company's search and examination fees, the premium for the
Title Policy and any endorsements required by Buyer, and Buyer's share of proration. Except as
otherwise set forth in this Agreement, each Panty shall pay their own reasonable legal fees.
11. DEFAULTS AND REMEDIES
11.1 If Buyer defaults, Seller's sole remedy shall be to receive and retain the Earnest
Money (including all interest earned on the Earnest Money) as liquidated damages, it being agreed
that Seller's damages in case of Buyer's default might be impossible to ascertain and that the Earnest
Money constitutes a fair and reasonable amount of damages under the circumstances and not a
penalty.
11.2 If Seller defaults hereunder, Buyer may as its sole remedies, elect one of the
following: (i) terminate this Agreement by written notice delivered to Seller at or prior to the
Closing, in which event the Escrow Agent will be authorized to deliver the Earnest Money
(including all interest earned on the Earnest Money) as directed by Buyer, and thereafter neither
Seller nor Buyer shall have any obligations to the other under this Agreement, except as specifically
set forth in this Agreement; or (H) enforce specific performance of this Agreement against Seiler.
11.3 In the event of any willful default or intentional or knowing misrepresentation by
Seller, then in additional to the foregoing remedies, Buyer shall be entitled to recover from Seller its
reasonable attorneys fees and if Buyer terminates this Agreement as a result of such default or
33561 v2 Purview and Sak Agmnmt -Page 9
misrepresentation, all of Buyer's out of pocket costs and expenses incurred in connection with this
transaction.
12. MISCELLANEOUS.
12,1 Governing Law; J>lrisdiction. This Agreement shall be construed according to 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 (or at Buyer's option the County in which the Property is
located), in any action or proceeding arising out of this Agreement.
12.2 Entire A reement. 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 and neither Seller nor Buyer is or shall be bound by any
stipulations, representations, agreements orpromises, oral or otherwise, not printed or inserted in this
Agreement.
12.3 oti . Any notice, demand or other written instrument permitted or required to
be given or sent under this Agreement, shall be in writing, signed by the Party giving the same, and
shall be sent (i) hand -delivered, effective upon receipt, (ii) by United States Express Mail or by
overnight courier, effective upon receipt, or (Iii) by certified mail, postage prepaid, return receipt
requested, deemed effective on the earlier ofthe day of actual delivery, as shown by the addressee's
return receipt, or the expiration of three (3) business days after the date of mailing, in each case
addressed to the Party intended to receive the same at the address set forth below:
IF TO SELLER:
T & C Realty Group Inc.
c% Jane Tu
7150 NW 84th Avenue
Parkland, FL 33067
Telephone:
Facsimile:
Email: chingtu@conicast.net
IF TO BUYER:
Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
Facsimile:
Email: lesbnotlr7aol.corn
WITH A COPY TO:
Robert. E. Boutwell, Esq.
411 East Hillsboro Boulevard
Deerfield Beach, FL 33441
Telephone: (854)428-0300
Facsimile:
Email: robert1175Qaol.com
WITH A COPY TO:
J. Lindsay Builder, Jr., Esq.
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-7670 (direct)
Main: (407)6474455 cxt 7939
Facsimile: (407)740-7063
Email: lbuildcr@btirr.com
33561 v2 Pumhax aixi Sala Agreement- Page 10
1F TO ESCROW AGENT:
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-4455 ext 7939
Facsimile: (407)740-7063
Any Party shall have the right to change the place to which any such notice shall be sent by a similar
notice sent in like manner to all Parties.
12.4 Agreement Binding. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, administrators, executors, successors and permitted
assigns,
12.5 Assignment. This Agreement may be assigned by Buyer without the prior consent
of Seller and at no penalty, cost or expense to the Buyer, provided that Buyer gives Seller written
notice of such assignment prior to the Closing Date, Al the Buyer's sole discretion, any assignments
ofthis Agreement may also include the assignment of the duties of the Escrow Agent or any escrow
agreements associated with this Agreement to a new "Escrow Agenn," and/or an assignment of the
duties of the Closing Agent. Any such permitted assignment shall not relieve Buyer of its
obligations set forth in this Agreement.
12.0 Attorneys Fees. If there is any legal action or proceeding between Seller and
Buyer arising from or based upon this Agreement, the unsuccessfid Party to such action or
proceeding shall pay to the prevailing Party all costs and expenses, including reasonable attorney's
fees, incurred by such prevailing Party in such action or proceeding. This Section 12.6 will survive
the Closing (or, if the Closing does not occur, the earlier termination of this Agreement).
12.7 Further Assurances. From and after the Effective Date, Seller and Buyer shall do
such things, perform such acts, and make, execute, acknowledge and deliver such documents as may
be reasonably necessary or proper and usual to complete the t misactions contemplated by this
Agreement.
12.8 Modifications: Waivers. No provision of this Agreement may be, amended,
waived or modified, including, without limitation, by conduct, custom or course of dealing, other
than by an express writing signed by the Party against whom enforcement of such, amendment,
waiver or modification is sought.
12.9 Cou=parts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which, when taken together, shall constitute one and the same
Agreement.
12.10 Severatice. The invalidity or unenfoiceability of any one or more phrases,
sentences, clauses or sections contained in this Agreement shall not affect the validity or
enforceability of the remaining portions of this Agreement or any part of this Agreement.
33561 v2 Pumtmsa and Sale Agreement - Page 1 l
12.11 Interpret tp ion. This Agreement shall be interpreted without regard to any
presumption or other rule requiring construction against the Party who drafted this Agreement. If
any words or phrases in this Agreement shall have been stricken out or otherwise mutually
eliminated; whether or not any other words or phrases have been added, this Agreement shall be
construed as if the words or phrases so stricken out or otherwise eliminated were never included in
this Agreement and no implication or inference shall be drawn from the fact that such words or
phrases were so stricken out or otherwise eliminated. Words of the masculine gender shall mean and
include correlative words of the feminine and neuter genders and words imparting the singular
number shall mean and include the plural number and vice versa.
12.12 Escrow Agent.
A. Escrow Agent shall hold all deposits paid pursuant to this Agreement as
escrow agent for the benefit of the Parties in accordance with the following terms of this Agreement.
If for any reason the Closing does not occur and either Parlymakes a written demand upon Escrow
Agent for payment of the Earnest Money, such written demand shall specify the reason the Closing
shall not occur and Escrow Agent shall deliver a copy of such written demand to the other party, If
Escrow Agent does not receive a written objection to the proposed payment from the other Party
within ten (10) business days after the giving of such notice, Escrow Agent shall make such
payment. If Escrow Agent receives written objection within such ten (10) day period, or if, for any
other reason,. Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall
continue to hold the Earnest Money until otherwise directed by written instructions from both Parties
or a final judgment of a court. At any time, Escrow Agent may deliver the Earnest Money to the
Clerk of the Chvidt Court, in Florida having subject matter jurisdiction over this Agreement.
Escrow Agent shall give written notice of such delivery to Seller and Buyer. Upon such delivery of
the Earnest Money, Escrow Agent shall be relieved and discharged of all further obligations and
responsibilities hereunder.
B. Buyer and Seller acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for set forth in this Agreement convenience, that Escrow Agent shall
not be deemed to be the agent of either Party and that Escrow Agent shall not be liable to Buyer or
Seller for any act or omission on its part, unless taken or suffered in bad faith, in willful disregard of
this Agreement or involving gross negligence on the part of Escrow Agent. Escrow Agent may not
upon any instrument or other writing believed by it to be genuine. Escrow Agent shall not be bound
by any modification of this Agreement unless such modification is in writing and signed by Buyer
and Seller (with a copy delivered to Escrow Agent), and, if Escrow Agent's duties set forth in this
Agreement are affected, unless Escrow Agent shall have given, in writing, its prior written consent
to such modification. Escrow Agent shall not be required or obligated to determine any questions of
law or fact. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless
from and against all costs, claims and expenses, including reasonable attorneys' fees and litigation
costs, incurred in connection with the performance of Escrow Agent's duties set forth in this
Agreement, except with respect to actions or omissions taken or suffered by Escrow Agent in bad
faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow
Agent.
12.13 Brokerage. Except for Brohnan Group, Inc., and Dowell Realty, LLC (each a
"Broker"), Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that
33561 v2 Purchase and Sale Agreement - Palo 12
they know of no broker or finder who has claimed, or who has the right to claim, any fee,
commission or other similar compensation in connection with the transaction contemplated by this
Agreement, and that they have taken no actions which would form the basis for such a claim. In the
event that the transaction contemplated by this Agreement closes and, only in such event, Seller shall
pay all brokerage fees and commissions to the Brokers in the amount of six percent (6%) of the
Purchase Price, one-half to each Broker. Buyer is not responsible for any broker's fees or
commissions under this Agreement. Seller and Buyer shall each 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 tills Section
12,13. This Section 12.13 shall survive the Closing (or, if the Closing does not occur, the earlier
termination of this Agreement).
[SIGNATURES APPEAR ON FOLLOWING PAGE] .
33561 v2 Purohnse and Sale Agmennent - Page 13
-"I
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date.
33561 N1
SELLER:
T & C REALTY GROUP INC.
a Florida corporation
By: �-
Name: c N - .�v ro,
Title: v ice o ire S l tCe-
Purchase and Sale Agrceirmi( - Page 14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date.
BUYER:
BROTMAN GROUP, INC.
a Florida corporation
By:
tes Brotman
President
33561 Q Purchase and sate Agmement • Page 15
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date.
ESCROW AGENT:
BURR & FORMAN LLP
an Alabama limited liability partnership authorized
to tra b siness in Florida
By:
Name: —T. t J A
Title "�@_---
33561 Q hirchase and Sale Agrcmnent - P*go 16
EXHIBIT A
Parcel I. (Parcel ID #9108 02 0110):
An undivided 2/3 interest in Lot 1, Block 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 Comity, 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 7 feet North of and parallel with the South line of said Lot 1.
Parcel 2 (Parcel ID #9108 02 01000):
Lot 10, Block 9, 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 7 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 cord based on a 25.00 foot radius, the are of which is concave to the Northeast and falls
tangent to the West line of said Lot 10, and tangent to a line 7 feet North of and parallel with the
South line of said Lot 10.
Parcel 3 (Parcel ID #19108 02 00900):
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.
3356 t %02 Purchase and Sale Agreement - Rage 17
EXHIBIT "B"
NOTICE OF ASSIGNMENT FROM ASSIGNOR TO SELLER
34688 v 1 Assignment of Purchase and Sale Agreement - Page I
BURR ••• FORMANLLP
results matter
J. Lindsay Builder, Jr., Esq.
]builder@burr.com
Direct Dial: (407) 647-7670
VIA FEDERAL EXPRESS
May 6, 2010
Bernardo Maribona, as Trustee
B. Commercial, Inc.
15030 Coconut Avenue
Hialeah, FL 33014
P.O. Drawer 1690
Winter Park, FL 32790
369 N. New York Avenue
Third Floor
Winter Park, FL 32789
Office (407) 647-4455
Fax (407)740-7063
BURR.COM
Re: Purchase and Sale Agreement (the "Agreement") dated April 30, 2010, by and between
Bernardo Maribona, as Trustee of B. Commercial, Inc. ("Seller") and Brotman Group, Inc.
("Buyer")
Dear Mr. Maribona:
This letter will inform you that Brotman Group, Inc., as Buyer under the referenced Agreement, has
assigned the Agreement to the City of Tamarac, Florida, and that the City of Tamarac has assumed all of
the obligations of the Buyer under the Agreement arising from and after the date of this letter. Further,
the Initial Deposit of $1,000 is now being held by the law firm of Goren, Cherof, Doody & Ezrol, P.A., as
the New Escrow Agent.
Please direct all future communication and correspondence to the Buyer and Escrow Agent as follows:
City of Tamarac, Florida
c/o David Tolces, Esq.
Goren, Cherof, Doody & Ezrol, P.A.
3099 E. Commercial Boulevard, Suite 200
Ft. Lauderdale, FL 33308
Telephone: (954)771-4500
Facsimile: 954)771-4923
Email: dtolces@cityatty.com
Very truly yours,
J. Lindsay Builder Jr.
JLBjr/vdm
Copies by email to:
Brotman Group, Inc.
David Tolces, Esq.
36038 vl
EXHIBIT «C»
ASSIGNMENT
34688 vl Assignment of Purchase and Sale Agreement - Page 1
ASSIGNMENT AND ASSUMPTION OF
RESPONSIBILITIES OF ESCROW AGENT
This Assignment and Assumption of Responsibilities of Escrow Agent (this "Assignment") is
made as of this 1140 day of May, 2010 (the "Effective Date"), by BURR & FORMAN LLP, an
Alabama limited liability partnership authorized to transact business in the State of Florida (the
"Assignor"), and GOREN, CHEROF, DOODY & EZROL, P.A., a Florida professional association
(the "Assignee"). The Assignor and the Assignee may be referred to in this Assignment individually as a
"Party" or collectively as the "Parties."
Background Facts:
1. The Assignor is the Escrow Agent and Closing Agent in that certain Purchase and Sale
Agreement dated May 3, 2010 (the "Agreement), between T & C Realty Group Inc., a Florida corporation
(the "Seller") and Brotman Group, Inc., a Florida corporation (the "Buyer").
2. The Buyer has delivered to the Assignor, in its capacity as Escrow Agent, the sum of One
Thousand Dollars ($1,000.00) as the Initial Deposit (the "Earnest Money") pursuant to the Agreement.
3. Section 12.5 of the Agreement provides for the assignment of the duties of the Escrow
Agent to a "New Escrow Agent."
Agreement:
Now, therefore, in consideration of the mutual promises and covenants in this Assignment, the
Parties agree as follows:
1. The Background Facts set forth above are true and correct and the Parties agree that such
Background Facts are incorporated into this document.
2. The Assignor hereby assigns and transfers to the Assignee all rights and responsibilities
of the Escrow Agent and Closing Agent pursuant to the Agreement, whether now existing or arising after
the Effective Date.
3. The Assignee hereby accepts and assumes the assignment of all duties and
responsibilities of the Escrow Agent, pursuant to the Agreement and as more particularly described in
Section 12.12 of the Agreement, as well as the duties and responsibility of the Closing Agent. The
Assignee covenants to indemnify and hold the Assignor harmless from any and all liability against the
Assignor resulting from this Assignment from and after the date of this Assignment, and all costs and
expenses, including reasonable attorneys' fees, incurred by the Assignor as a result of the foregoing.
4. This Assignment may be executed by facsimile signature or electronic mail and/or in one
or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one instrument.
[signatures on separate pages]
36030 v] Assignment of Responsibilities of Escrow Agent— Page 1
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed as of the
Effective Date.
Assignor:
BURR & FORMAN LLP
an Alaa ma limited liability partnership authorized to
trans&ct ibusiness in Florida---
By:_
Print
Title:
36030 vl Assignment of Responsibilities of Escrow Agent — Page 2
IN WITNESS WHEREOF, the Assignee has caused this Assignment to be executed as of the
Effective Date.
Assignee:
GOREN, CHEROF, DOODY & EZROL, P.A.
a Florida corer inonn
By: wl
Print name:
Title:
36030 vl Assignment of Responsibilities of Escrow Agent — Page 3
ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT (this "Assignment"), is
made and entered into this =day of May, 2010, by and between the CITY OF TAMARAC,
FLORIDA, a municipal corporation of the State of Florida (hereinafter the "CITY"), and BROTMAN
GROUP, INC., a Florida corporation (hereinafter the "ASSIGNOR").
WITNESSETH:
WHEREAS, on April 30, 2010, the ASSIGNOR entered into a Purchase and Sale Agreement
with BERNARDO MARIBONA, as Trustee of B. COMMERCIAL, INC., a dissolved Florida
corporation (the "Seller"), which is attached as Composite Exhibit "A", and incorporated herein by
reference (collectively referred to as the "Agreement"), for the acquisition of the real property described
in the Agreement;
WHEREAS, ASSIGNOR desires to assign all of its interest, rights, duties and obligations under
the Agreement to the CITY, and has provided notice to the Seller of its intent to assign its interest, rights,
duties and obligations to the Seller, as defined in the Agreement;
WHEREAS, the CITY desires to accept the assignment of the Agreement from the ASSIGNOR;
and
WHEREAS, on4a6tIvl4k, 2010, the City Commission of CITY accepted the requested
assignment from ASSIGNOR
NOW, THEREFORE, for and in consideration of the sum of the mutual covenants and other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Recitals and Exhibits. The foregoing recitations are true and correct and are hereby
incorporated herein by this reference. All exhibits to this Agreement are hereby deemed a part hereof.
Section 2. Assignment. Pursuant to Section 12.5 of the Agreement, the ASSIGNOR hereby assigns
all of its rights, duties and obligations in the Agreement to the CITY. The CITY hereby accepts the
Assignment of the Agreement from ASSIGNOR, subject to the terms and conditions of the Agreement
and this Assignment, except as modified herein. A copy of the notice sent by the ASSIGNOR to the
Seller is attached hereto as Exhibit "B". The notice also advises the Seller that the rights and obligations
of the Escrow Agent and the Closing Agent have been assigned to Goren, Cherof, Doody & Ezrol, P.A.,
3099 E. Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308, Attn.: Samuel S. Goren,
Esq. (the "New Escrow Agent").
Section 3. Escrow Agent/Closing Agent. Pursuant to Section 12.5 of the Agreement, ASSIGNOR
further agrees to notify and advise the Escrow Agent, as stated in the Agreement, to transfer all Escrow
Funds held pursuant to the Agreement to the New Escrow Agent pursuant to the assignment document
attached as Exhibit "C".
Section 4. Indemnification of CITY. The ASSIGNOR hereby covenants and agrees to indemnify
and hold the CITY harmless from any and all loss, liability, costs (inclusive of reasonable attorneys' fees
and disbursements), claims, demands, damages, actions, causes of action and suits arising out of or in any
34689 v 1 Assignment of Purchase and Sale Agreement - Page 1
manner related to the Agreement up to the execution of this Assignment by the ASSIGNOR and delivery
thereof to the CITY.
Section 5. Indemnification of ASSIGNOR. The CITY hereby covenants and agrees to indemnify
and hold the ASSIGNOR harmless from any and all loss, liability, costs (inclusive of reasonable
attorneys' fees and disbursements), claims, demands, damages, actions, causes of action and suits arising
out of or in any manner related to the Agreement after the execution and receipt of this Assignment by
the CITY.
Section 6. The Assignment shall be governed by the laws of the State of Florida, with venue in state
court located in Broward County, Florida.
Section 7. Notices. Upon further written notice by either party to the other, all notices provided for
herein shall be in writing and transmitted by messenger, certified mail return receipt requested or
telegram, and shall be mailed or delivered as follows:
AS TO CITY: Jeffrey Miller, City Manager
City of Tamarac
7525 NW 88 Avenue
Tamarac, Florida 33321
Telephone No. (954) 597-3515
With A Copy To: Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
AS TO ASSIGNOR: Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
[signatures on separate page]
34689 v 1 Assignment of Purchase and Sale Agreement - Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
CITY OF TAMARAC
BY:
ATTEST: MAYOR BETH FLANSBAUM-T ABISCO
4�'4
MARI'{3SWENSQK, CITY CLERI
APPROVE A, TO FORM:
BY: � 71 Sk-bo
OF ICE OFT E CIT ATTORNEY
ASSIGNOR
BROTMAN GROUP, INC.
a Flori
corporatiou
By:
�` AIL
Name:
Lvks k-K
Title:
tAA -
34689 v1 Assignment of Purchase and Sale Agreement - Page 3
EXHIBIT "A"
PURCHASE AND SALE AGREEMENT
34689 v 1 Assignment of Purchase and Sale Agreement - Page 1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is made this 10 day of April,
2010, by and between BERNARDO MARIBONA, as Trustee of B. COMMERCIAL, INC., a
dissolved Florida corporation ("Seller'), and BROTMAN GROUP, INC., a Florida corporation
('Buyer"). Seller and Buyer may be referred to in this Agreement individually as a "Party" or
collectively as the "Parties."
MINE HEM
Seller is the owner of certain property consisting of approximately 5.3627 acres, more or Less,
which is described on Exhibit A attached to and by reference made a part of this Agreement (the
"Property"). The Parties agree to the sale and purchase of the Property on the terms and conditions
which are set forth in this Agreement. The Effective Date of this Agreement shall be the date upon
which the last Party fully executes this Agreement (the "Effective Date") and that date shall he
inserted in the blank space at the top of this page.
In consideration of the mutual protnises and agreements contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are Hereby
acknowledged, the Parties mutually agree as follows:
1. PURCHASE AND SALT;
1.1 Subject to all of the terms and conditions of this Agreement, Seller will sell the
Property to the Buyer and the Buyer will purchase the Property from the Seller, together with all
appurtenances, rights, easements, rights of way, permits, licenses and approvals incident or
appurtenant to the Property.
2. SRC SE PRICE
2.1 The purchase price for the Property (the "Purchase Price") is Three Million Nine
Hundred Twenty Thousand Dollars ($3,920,000.00), subject to the adjustments and proration as set
forth in this Agreement.
2.2 P men . Payment of the Purchase Price is to be made as follows:
A. Buyer shall deliver an initial earnest money deposit of One Thousand
Dollars ($1,000.00) (the "Initial Deposit") to Burr & Forman LLP, 369 N. New York Avenue, 3rd
Floor, Winter Park, Florida 32789, Attn: J. Lindsay Builder, Jr., Esq. (the "Escrow Agent") within
two (2) business days after the Effective Date.
B. Buyer shall deliver an additional earnest money deposit of Forty -Nina
Thousand Dollars ($49,000.00) to the Escrow Agent (the "Additional Deposit") within ten (10)
business days after the Effective Date. The Initial Deposit and the Additional Deposit will be
referred to in this Agreement as the "Earnest Money."
C. At Closing, Buyer shall deliver to Escrow Agent, acting as the "Closing
Agent", thebalance of the Purchase Price, subject to adjustment for the proration as provided in this
33568 0 Purchase and Sale Agreement - Page t
Agreement, via federal wire transfer in immediately available fluids to a batik account designated by
Escrow Agent.
The Earnest Money will be placed and held in escrow by the Escrow Agent in an
interest bearing account at a banking institution acceptable to Buyer. The Earnest Money and any
interest earned thereon shall be non-refundable upon expiration of the Inspection Period (as defined
in this Agreement), if this Agreement has not been terminated by Buyer, as provided In Section 4;
provided, however, that in the event of Seller's default or inability to perform its obligations
pursuant to this Agreement, the Escrow Agent will be authorized to disburse the Earnest Money,
together with interest on the Earnest Money, as Buyer directs.
CLOSING OF TITLE
3.1 Closing Date. The closing (the "Closing") shall occur on or before thirty (30)
days from the end of the Inspection Period (as defined in Section 4). Closing shall occur "by mail",
through an escrow procedure through the Closing Agent.
4. INSPECTION PERIOD
4.1 Inspections. For a period of time commencing on the Effective Date and expiring
at 5:00 p.m. ninety (90) days thereafter (the "Inspection Period"), Buyer shall have the right, at
Buyer's sole cost and expense, to review and investigate the physical and environmental condition of
the Property, the character, duality and general utility of the Property, the zoning, land use,
environmental and building requirements and restrictions applicable to the Property, the state oftitle
to the Property, and any leases, or to perform any other appraisals, inspections or services deemed
necessary and appropriate by Buyer. Seller shall furnish Buyer with all of the following materials in
Seller's possession or control within five (5) business days after the Effective Date, to the extent not
previously fin-nished: leases and any plans And specifications, building permits and certificates of
occupancy, soil and engineering reports, income and expense statements, surveys, and maintenance
and service contracts, and Seller shall at all times prior to Closing provide Buyer and Buyer's
representatives with access to the Property at reasonable times during normal business hours on
business days for purposes of carrying out such tests, inspections and investigations as Buyer deems
prudent.
4.2 Conduct of Tests. Buyer shall give Seller reasonable prior written notice of its
intention to conduct any inspection of the Property and Seller, at its option, may have a
representative present during such inspection making any physical of environmental inspections of
the Property. Buyer and Buyer's agents, contractors of representatives (collectively, "Buyer's
Agents") shall use commercially reasonable efforts to avoid interfering with the activities of tenants
or any persons occupying or providing service at or to the Property. Buyer shall restore promptly any
physical damage caused by the inspections conducted by Buyer and Buyer's Agents.
4.3 Termination Right. Buyer shall have the right, exercisable by written notice given
to Seller and Escrow Agent on or before the termination of the Inspection Period to terminate this
Agreement at no cost, penalty or expense for any reason or no reason at all if, in its sole discretion, it
is not satisfied with the results of its investigations of the Property. Upon such termination, the
Escrow Agent will be authorized to deliver the Earnest Money, together with any Interest earned on
33569 v3 Purehaso and Sate Agreement - Page 2
the Earnest Money, as directed by the Buyer, 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 Earnest Money In such event.
5. TITTLE, TO AND COND,LTION OF Tl~IL PROPERTY
5.1 Conveyance of the Property. Seller shall convey title to the Property to Buyer by
Warranty Deed (the "Deed"), sufficient to permit Fidelity National Title Insurance Company (the
"Title Company") to insure that there has been conveyed to Buyer good and marketable title to the
Real Properly, subject to the Permitted Encumbrances (defined in this Agreement).
5.2 Title Defect
A. During the Inspection Period, Buyer shall order and deliver or cause to be
delivered to Seller: (a) a current commitment for an Owner's Policy of Title Insurance issued by the
Title Company, whereby the Title Company commits to issue its title policy, written in accordance
with this Agreement (the "Commitment"); and (b) copies of all instruments shown on Schedule B
of the Commitment. The Commitment shall describe the Property; shall list Buyer and Buyer's
lender (if any) as the prospective named insureds; shall show as the policy amount the Purchase
Price; and shall contain the commitment of the Title Company to insure Buyer's fee simple interest
in the Property upon the Closing. The Commitment shall show the status of the title of the Property
and all exceptions that would appear in the Title Policy. Any items or exceptions to title that are
accepted or waived in writing or deemed to have been accepted or waived by Buyer pursuant to the
terms of this Agreement are referred to in this Agreement as "Permitted Encumbrances."
B. Prior to the expiration of the Inspection Period (or within ten (10) days
after a title matter appears in an update or bringdown to the Commitment which did not appear in the
original Conunitment),-Buyer shall give written notice (the "Objection Notice) to the Seiler of any
conditions of title and anything contained or set forth in the Commitment (or such update or
bringdown ) which Buyer is unwilling to have included as a Permitted Encumbrance (the
"Objections"), separately specifying and setting forth each of such Objections. Notwithstanding,
the following are not deemed Permitted Encumbrances and Buyer does not need to give notice of:
(i) the standard preprinted exceptions act forth in the Commitment and
(ii) mortgages and other encumbrances evidencing or securing or
claiming indebtedness which Seller must discharge and satisfy prior to or concurrent with Closing.
Seller shall be entitled to reasonable adjournments ofthe Closing Date to cure the Objections, not to
exceed thirty (30) days in the aggregate. if Buyer gives Seller an Objection Notice as set forth in
this Paragraph B, then all matters disclosed on the Commitment which are not objected to in such
Objection Notice shall be deemed to be Permitted Encumbrances. If Buyer fails to give Seller an
Objection Notice within the period set forth in this Paragraph B, then all matters disclosed on the
Commitment shall be deemed to he Permitted Encumbrances.
C. Except as otherwise setforth inthis Section 5.2, Seller shall not be required
to expend any money or bring any action or proceeding to cure such Objections. Within ten (10)
days after an Objection Notice is given, Seller shall give Buyer notice (the "Response Notice") if
33568 0 Purchase slid Sale Agreentont - Page 3
Seller is unable or unwilling to cure Buyer's Objections. If Seller's Response Notice indicates that
Seller is unwilling or unable to cure Buyer's Objections (except as otherwise provided in this
Agreement), then Buyer, as its exclusive remedy, may elect, by written notice given to Seller, either
(a) to accept such title as Seller is able to convey with a reasonable reduction or abatement of the
Purchase Price, or (b) to terminate this Agreement, in which event the Escrow Agent will be
authorized to deliver the Earnest Money and all interest on the Earnest Money as directed by Buyer.
6. REPRESENTATIONS AND WARRANTIES
6.1 aglg. The representations and warranties of Seller in this Section 6.1 are a
material inducement for Buyer to enter into this Agreement. Such representations and warranties of
Seller shall be true, accurate and complete as of the Effective Date and on the Closing Date, shall be
deemed material and 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 Buyer as follows:
A. Seller owns legal and beneficial fee title to the Property, flee and clear of
all liens and encumbrances except for the Permitted Encumbrances or other matters to be released at
Closing.
B. Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.
C. Seller has no knowledge of any pending or threatened condemnation or
eminent domain proceedings relating to or affecting the Property, including a temporary taking,
street widening or change of grade.
D. Seller has never received any complaint or notice of any governmental
investigation relating to any violation or claimed violation of any law, regulation, or order including,
without limitation, environmental laws, on or about the Property and, to the best of its knowledge,
there are none threatened or pending.
E. Seller has no knowledge of any hazardous materials or hazardous
substances (as such terms are defined in applicable federal and state environmental laws) on, under
or at the Property or any part of the Property. There are no underground fuel systems, storage tanks
or farming equipment on, under or at the Property or any part of the Property.
F. There are no existing, presently pending, or, to the best of Seller's
knowledge, threatened actions, suits, proceedings, claims or governmental investigations against
Seller or otherwise affecting the Property, nor to the best knowledge of Seller is there any basis for
same.
G. Seller has not retained any person or firm to file any notice of protest
against, or to commence any action to review, any real property tax assessment against the Property
and, to the best of Seller's knowledge, no such action has been taken by or on behalf of any Party.
H. At the Closing, there will be no outstanding contracts made by Seller for
any improvements to the Property that has not been fully paid for and no continuing service
contracts or maintenance agreements. There are no businesses operating on the Property.
33568 v3 Purchm and Sale Aareanent - Page 4
I. No special assessments have been levied or, to the best of Seller's
knowledge, are threatened, intended or pending against all or any part of the Property.
J. Seller has not received any written notice from any governmental agency
that any part of the Property has been designated as wetlands or inhabited by any endangered
species.
K. To Seller's knowledge, there are no unrecorded covenants, easements,
leases, licenses or rights of any patties, either personally or appurtenant to the Property.
L. To Seller's knowledge, there are no violations of any state, federal or local
law or ordinance against the Property,
M. The streets, roads, highways and avenues in front of or adjoining any part
ofthe Property have been dedicated to the proper municipal authority, such municipal authority has
accepted such dedication and the Deed from Seller to Buyer is the only instrument necessary to
convey to Buyer full access to and the right to use such roads freely as well as all rights appurtenant
to the Property in such roads, except as such rights may be limited by the Permitted Encumbrances.
N. To Seller's knowledge, no written commitments have been made to any
governmental authority, utility company, school board, church or other religious body or any
homeowner's association, or to any other organization, group or individual, relating to the Property
which would impose an obligation upon Buyer or its successors or assigns to make any contribution
or dedications of money or land or to construct, install or maintain any improvements of a public or
private nature on or off the Property other than as set forth in the Permitted Encumbrances.
O. All information with respect to the Property furnished to Buyer by Seller
prior to the Effective Date and after the Effective Date up until the Closing Date is, and shall be, to
the best of Seller's knowledge, complete and accurate in all material respects.
6.2 Buyer. The representations and warranties of Buyer in this Section 6.2 are a
material inducement for Seller to enter into this Agreement. Such representations and warranties of
Buyer shall be true, accurate and complete as ofthe Effective Date and on the Closing Date, shall be
deemed material and shall survive the Closing and the passing of title to the Property for a period of
twelve (12) months fallowing the Closing. Buyer represents and warrants to Seller as follows:
A. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida. Buyer has the requisite power to carry out its
business, execute this Agreement, and perform its obligations pursuant to this Agreement. The
execution, delivery and performance of this Agreement by Buyer have been duly authorized by all
necessary action on the pant of Buyer and all required consents or approvals have been obtained.
This Agreement is it legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting the rights of creditors generally.
6.3 AS -IS. Buyer and Seller each acknowledge and represent to the other that each
has been represented by an attorney in connection with the negotiation and finalizing of this
Agreement, or such Party has made a conscious decision to not employ an attorney for such
33568 0 Purmhase and Sate Asmentent - Pma 5
purposes, that negotiations have been arms length and flee of any coercion or conflict of interest,
and that each Party has entered into this Agreement "As -Is", free of any representation or warranty
from the other Party other than those expressed representations set forth in this Agreement.
7. COVENANTS
7.1 Seller. Seller covenants and agrees with Buyer that Seller shall:
A. Prior to the Closing, comply with any federal, state, municipal or other
health, building, zoning, safety, environmental protection or other applicable code, law, ordinance or
regulation of which Seller receives written notice prior to the Closing Date, and remove and cure any
violations and remove any notices of such violations.
B. Between the Effective Date and the Closing Date, take no action and
permit no action to be taken that would result in the creation of a lien against the Property.
C. Not modify, amend, encumber or permit to be encumbered with any
encumbrance, lien or other claim or right, the Property, except as specifically set forth in this
Agreement.
D. Cause to be discharged all mechanics' or materialmen's liens arising from
any labor or materials fiunished to the Property prior to the Closing.
E. Pay and discharge, as of the Closing Date, any assessment against the
Property, or any part of the Property, which may become due and payable on or before the Closing
Date or which is it lien on the Property as of the Closing Date, other than such property taxes for the
current tax year which are to be adjusted in accordance with the provisions of Section 10.4.
F. Seller shall authorize its engineers, agents and environmental consultants to
provide to Buyer any information, reports or opinions generated by such entities in connection with
the preparation of any environmental reports for the Property.
7.2 _Buyer, Buyer covenants and agrees with Seller as follows:
A. Buyer shall use reasonable efforts, in good faith and with diligence, to
cause all of the representations and warranties made by Buyer in Section 6.2 hereof to be true and
correct on and as of the Closing Date.
8. EMINENT DOMAIN
8.1 Eminent Domain. If, before the Closing Date, proceedings are commenced forthe
taking of all or any portion of the Property by exercise of the power of eminent domain (a
"Taking"), then Buyer shall have the right, by giving notice to Seller within thirty (30) days after
Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement,
in which event this Agreement shall terminate and the Escrow Agent will be authorized to deliver
the Earnest Money as directed by Buyer. If a Taking occurs, but Buyer does not exercise the right to
terminate this Agreement, then this Agreement shall remain in Hill force and effect and, on the
Closing Date, the condemnation award (or, if not theretofore received, the right to receive such
33568 v3 ' Purehnso and Sato Agreemau - Page. 6
award) payable on account of the taking shall be transferred to Buyer. Seller shall give notice to
Buyer reasonably promptly after Seller's receiving notice of the commencement of anyproeeedings
for the taking by exercise of the power of eminent domain of all or any part of the Property. If
necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by
this Section 8.1 and the period of thirty (30) days described in this Section 8.1 has expired.
9. CONDITIONS ERECEDENT
9.1 a ler. The obligation of Seller to perform Setter's obligations at the Closing
under this Agreement are and shall be subject to the satisfaction of each of the following conditions
at or prior to the Closing:
A. Buyer shall have delivered the Purchase Price to the Closing Agent at the
Closing pursuant to the terms of this Agreement with instructions to forward the net cash due Seller
to Seller upon completion of Seller's obligations set forth in this Agreement.
B. Buyer shall have executed (where applicable) and delivered the closing
documents to he executed and delivered by Seller.
C. All of the representations and warranties of Buyer contained in this
Agreement shall have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Buyer shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be performed,
observed, and complied with on Buyer's pail prior to or as of the Closing Date.
9.2 Buyer. The obligation of Buyer to perform Buyer's other obligations at the
Closing under this Agreement are and shall be subject to the satisfaction of each of the following
conditions at or prior to the Closing, unless otherwise specified:
A. Title to the Property shall be free of Encumbrances other than Permitted
Encumbrances.
B. Seller shall have executed (where applicable) and delivered the closing
documents to be executed and delivered by Seller.
C. All of the representations and warranties of Seller contained in this
Agreement shall have been true and correct in all material respects when made, and shall be true and
correct in all material respects on the Closing Date with the same effect as if made on and as of such
date.
D. Seller shall have performed, observed, and complied in all material
respects with all covenants, agreements, and conditions required by this Agreement to be performed,
observed, and complied with on Seller's part prior to or as of the Closing Date.
33568 0 Purchase and Sate Agreement - Page 7
E. There shall have been no actual or imminent change in the zoning or other
entitlements of the Property from the Effective Date which would adversely affect the property or
Buyer's planned development of the Property.
F. The physical condition of the Property shall be substantially the same on
the Closing Date as on the Effective Date.
10. CLOWNG
10.1 ProcgedurA. The following shall occur at the Closing on the Closing Date:
A. Seller shall deliver to Buyer:
(i) the Deed, duly executed and acknowledged by Seller;
(il) a Bill of Sale duly executed by Seller, if the transaction involves
personal property;
(iii) a Non -Foreign Affidavit duly executed by Seller and in form
sufficient to satisfy the requirements of Section 1445 of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder;
(iv) such affidavits or certificates as may be requested by the Title
Company in connection with the purchase of the Property; and
(v) any other documents, instruments or agreements called for under
this Agreement which have not previously been delivered.
B. Buyer shall deliver to Closing Agent the balance of the Purchase Price
(excluding the Earnest Money) in accordance with Section 2.2, subject to adjustment as set forth in
this Agreement,
t 0.2 Possession. Seller shall transfer possession of the Property to Buyer on the
Closing Date vacant and free of leases or tenancies,
10.3 AdjustmentL
A. The following shall be apportioned and adjusted between Seller and Buyer
as of 11:59 p.m. (Florida time) the day preceding the Closing Date, except as otherwise specified:
reat property taxes, water and sewer rents and charges and other like and similar municipal taxes and
charges. Seller shall be responsible for the payment of any "colt -back taxes."
B. If any item covered by this Section 10.3 cannot be apportioned because the
same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made
with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable)
as soon as the same is fully ascertained and shall be paid within twenty (20) days thereafter by the
appropriate Party. Any Property -related bills received after Closing related to the period prior to
33568 v3 Purchase and sold Agreement - Pago 9
Closing shall be promptly paid by Seller unless the same are the subject of adjustment as set forth in
Section 10.3A.
C. Real estate tax refunds and credits received after the, Closing which are
attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between
Seller and Buyer, pursuant to this Section 10.3.
D. If, as of the Closing Date, the Property shall be (or shall have become)
subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller
shall pay all installments due and payable prior to the Closing Date; provided, however, that any
installment payable after the Closing Date but attributable in whole or in part to any events or
periods prior to the Closing Date shall be apportioned at the Closing. Buyer shall be responsible for
all installments of such assessments payable after closing which are solely attributable to the period
flom and after the Closing Date.
E. In the event either Buyer or Seller shall owe the other any money as a
result of the terms of this Section 10.3 (whether at Closing or thereafter), then the Party owing such
money shall pay the other Party such money promptly, as soon as the amount is finally determined.
F. This Section 10.3, and all rights and duties of the Parties pursuant to this
Agreement, shall survive the Closing.
10.4 Eggs. Except as otherwise expressly provided in this Agreement, at the Closing
Seller shall pay all State, county, town or other transfer and conveyance taxes (including Florida
documentary stamp tax), the cost of recording the Deed and other closing documents, the cost of
updating the Survey and Seller's share of prorations. Buyer shall pay the Title Company's search
and examination fees, the premium for the Title Policy and any endorsements required by Buyer, and
Buyer's share of prorations. Except as otherwise set forth in this Agreement, each Party shall pay
their own reasonable legal fees.
11. DEFAULTS AND RE, ME
11.1 If Bayer defaults, Seller's sole remedy shall be to receive and retain the Earnest
Money (including all interest earned on the Earnest Money) as liquidated damages, it being agreed
that Seller's damages in case of Buyer's default might be impossible to ascertain and that the Earnest
Money constitutes a fair and reasonable amount of damages under the circumstances and not a
penalty.
11.2 If Seller defaults hereunder, Buyer may as its sole remedies, elect one of the
following: (i) terminate this Agreement by written notice delivered to Seller at or prior to the
Closing, in which event the Escrow Agent will be authorized to deliver the Earnest Money
(including all interest earned on the Earnest Money) as directed by Buyer, and thereafter neither
Seller nor Buyer shall have any obligations to the other under this Agreement, except as specifically
set forth in this Agreement; or (it) enforce specific performance of this Agreement against Seller.
11.3 In the event of any willful default or intentional or knowing misrepresentation by
Set ter, then in additional to the foregoing remedies, Buyer shall be entitled to recover from Seller its
reasonable attorneys fees and if Buyer terminates this Agreement as a result of such default or
33568 v3 Purcheso and Sate Agreement - Page 9
misrepresentation, all of Buyer's out of pocket costs and expenses incurred in connection with this
transaction.
12. MISCELLANEOUS.
12.1 Governing; Law: Jurisdiction. This Agreement shall be construed according to the
laws of the State of Florida. The Parties agree to submit to personal jurisdiction in the Circuit Court
in and for Btoward County Florida (or at Buyer's option the County in which the Property is
located), in any action or proceeding arising out of this Agreement.
12.2 Entire Ag ere ment. 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 and neither Seller nor Buyer is or shall be bound by any
stipulations, representations, agreements or promises, oral or otherwise, not printed or inserted in this
Agreement.
12.3 Notice. Any notice, demand or other written instrument permitted or required to
be given or sent under this Agreement, shall be in writing, signed by the Party giving the same, and
shall be sent (i) hand -delivered, effective upon receipt, (ii) by United States Express Mail or by
overnight courier, effective upon receipt, or (iii) by certified mail, postage prepaid, return receipt
requested, deemed effective on the earlier of the day of actual delivery, as shown by the addressee's
return receipt, or the expiration of three (3) business days after the date of mailing, in each case
addressed to the Party intended to receive the same at the address set forth below:
IF TO SELLER: WITH A COPY TO:
Bernardo Maribona, as Trustee for
B. Commercial, Inc.
15030 Coconut Avenue
Hialeah, FL 33014
Telephone:_A1 --,Z 8 Z
Facsimile: `
Email: berniel001Qco�icast.net
IF TO BUYER:
Brotman Group, Inc.
Attn: Les Brotman
2555 Temple Trail
Winter Park, FL 32789
Telephone: (407)409-2044
Facsimile:
Email: lesbroftol.conl
Telephone:
Facsimile:
Email:
WITH A COPY TO:
J. Lindsay Builder, Jr., Esq.
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-7670 (direct)
Main: (407)647-4455 ext 7939
Facsimile: (407)740-7063
Emall: lbuil gaburr.cam
33568 0 Purchase and Sato Agneewnt - Pap 10
IF TO ESCROW AGENT:
Burr & Forman LLP
369 N. New York Avenue, 3rd Floor
Winter Park, FL 32789
Telephone: (407)647-4455 ext 7939
Facsimile: (407)740-7063
Any Party shall have the right to change the place to which any such notice shall be sent by a similar
notice sent in like manner to all Parties.
12.4 Agreement Binding. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, administrators, executors, successors and permitted
assigns.
12.5 Assignment. ment. This Agreement may be assigned by Buyer without the prior consent
of Seller and at no penalty, cost or expense to the Buyer, provided that Buyer gives Seller written
notice of such assignment prior to the Closing Date. At the Buyer's sole discretion, any assignments
ofthis Agreement may also include the assignment ofthe duties of the Escrow Agent or any escrow
agreements associated with this Agreement to a new "Escrow Agent," and/or an assignment of the
duties of the Closing Agent. Any such pennitted assignment shall not relieve Buyer of its
obligations set forth in this Agreement.
12.6 Attorneys Fees. If there is any legal action or proceeding between Seller and
Buyer arising from or based upon this Agreement, the unsuccessful Party to such action or
proceeding shall pay to the prevailing Party all costs and expenses, including reasonable attorney's
fees, incurred by such prevailing Party in such action or proceeding. This Section 12.6 will survive
the Closing (or, if the Closing does not occur, the earlier termination of this Agreement).
12.7 Further Assurances. From and after the Ef edive Date, Seller and Buyer shall do
such things, perform such acts, and make, execute, acknowledge and deliver such documents as may
be reasonably necessary or proper and usual to complete the transactions contemplated by this
Agreement.
12.8 iylodiftcations: Walvers. No provision of this Agreement may be, amended,
waived or modified, including, without limitation, by conduct, custom or course of dealing, other
than by an express writing signed by the Party against whom enforcement of such, amendment,
waiver'or modification is sought.
12.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which, when taken together, shall constitute one and the same
Agreement.
12.10 Severance. 7'he invalidity or unenforceability of any one or more phrases,
sentences, clauses or sections contained in this Agreement shall not affect the validity or
enforceability of the remaining portions of this Agreement or any part of this Agreement.
33568 v3 Purchase and Sate Agreement - Pago I I
12.11 Interpretation. This Agreement shall be interpreted without regard to any
presumption or other rule requiring construction against the Party who drafted this Agreement. If
any words or phrases in this Agreement shall have been stricken out or otherwise mutually
eliminated; whether or not any other words or phrases have been added, this Agreement shall be
construed as if the words or phrases so stricken out or otherwise eliminated were never included in
this Agreement and no implication or inference shall be drawn from the fact that such words or
phrases were so stricken out or otherwise eliminated. Words of the masculine gender shall mean and
include correlative words of the feminine and neuter genders and words imparting the singular
member shall mean and include the plural number and vice versa.
12.12 Escrow Agent.
A. Escrow Agent shall hold all deposits paid pursuant to this Agreement as
escrow agent for the benefit of the Parties in accordance with the following terms ofthis Agreement.
If for any reason the Closing does not occur and either Party makes a written demand upon Escrow
Agent for payment of the Earnest Money, such written demand shall specify the reason the Closing
shall not occur and Escrow Agent shall deliver a copy of such written demand to the other Party. If
Escrow Agent does not receive a written objection to the proposed payment from the other Party
within ten (10) business days after the giving of such notice, Escrow Agent shall make such
payment. If Escrow Agent receives written objection within such ten (10) day period, or If, for any
other reason, Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall
continue to hold the Earnest Money until otherwise directed by written instructions from both Parties
or a final judgment of a court. At any time, Escrow Agent may deliver the Earnest Money to the
Clerk of the Circuit Court, in Florida having subject matter jurisdiction over this Agreement.
Escrow Agent shall give written notice of such delivery to Seller and Buyer. Upon such delivery of
the Earnest Money, Escrow Agent shall be relieved and discharged of all further obligations and
responsibilities hereunder.
B. Buyer and Seller acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for set forth in this Agreement convenience, that Escrow Agent shall
not be deemed to be the agent of either Party and that Escrow Agent shall not be liable to Buyer or
Seller for any act or omission on its part, unless taken or suffered in bad faith, in willful disregard of
this Agreement or involving gross negligence on the part of Escrow Agent. Escrow Agent may act
upon any instrument or other writing believed by it to be genuine. Escrow Agent shall not be bound
by any modification of this Agreement unless such modification is in writing and signed by Buyer
and Seller (with a copy delivered to Escrow Agent), and, if Escrow Agent's duties set forth in this
Agreement are affected, unless Escrow Agent shall have given, in writing, its prior written consent
to such modification. Escrow Agent shall not be required or obligated to determine any questions of
law or fact. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless
fiom and against all costs, claims and expenses, including reasonable attorneys' fees and litigation
costs, incurred in connection with the performance of Escrow Agent's duties set forth in this
Agreement, except with respect to actions or omissions taken or suffered by Escrow Agent in bad
faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow
Agent.
12.13 Brokera e. Except for Brotman Group, Inc. (the `Broker"), Seller represents aril
warrants to Buyer, and Buyer represents and warrants to Seller, that they know of no broker or finder
33568 v3 P►velvase and Sale Agrecimit . Page 12
who has claimed, or who has the right to claim, any fee, commission or other similar compensation
in connection with the transaction contemplated by this Agreement, and that they have taken no
actions which would form the basis for such a claim. In the event that the transaction contemplated
by this Agreement closes and, only in such event, Seller shall pay all brokerage fees and
commissions to the Broker in the amount of four percent (48/6) of the Purchase Price. Buyer is not
responsible for any broker's fees or commissions under this Agreement. Seller and Buyer shall each
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 Section 12.13. This Section 12.13 shall survive the Closing (or, if the Closing
does not occur, the earlier termination of this Agreement).
[SIGNATURES APPEAR ON FOLLOWING PAGE]
33569 v3 Purdwe acid Salo Agreement • Page 13
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seats as of the Effective Date.
SELLER;
X / / • j`rr- .
Bernardo Maribo a, as Trustee for
B. COMMERCIAL, INC.
a dissolved Florida corporation
33568 0 Pum bw ead We Agreement - Fege 14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effieetive Date.
BUYER:
BROTMAN GROUP, INC.
a Florida corporation
By:
es Brotman
President
33568 v2 Ptudwsa and Sate Agamement - Page 15
IN WITNESS WHEREOF, (lie Parties have caused this Agreement to be executed in their
names or have set their hands and seals as of the Effective Date,
ESCROW AGENT:
BURR & FORMAN LLP
an AlabWa limited liability partnership authorized
to trwl=4 business in Florida _
By
33568 0 Purchan And Sale Agmenteat, Page 16
EXHIBIT A
Paroel l :
Lots 2, 3, 4, S, 6 and 7, Block 10, of LYONS COMMERCIAL SUBDIVISION, according to the
Plat thereof, as recorded in Plat Book 69, Page 43, of the Public Records of Broward County,
Florida.
AND
t eI 2:
Lots 8 and 9, LESS the Southerly 7 feet thereof, Block 10, LYONS COMMERCIAL
SUBDIVISION UNIT NO. 2, according to the Plat thereof, as recorded in Plat Book 69, Page
43, of the Public Records of Broward County, Florida.
33568 v3 N irchase acid Sale Agreement - Page 17
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GIP, LLC 1018
2555 TEMPLE TRL
WINTER PARK, FL 32M-1110 (i 1 0 63-13001631
y y DATE w
PAY
TO T
ORDER OF 1Vt�1 1"� � � I $ 1000 01)
DOLLARS It :!.
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w.%w..bsnldhse.com
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EXHIBIT "B"
NOTICE OF ASSIGNMENT FROM ASSIGNOR TO SELLER
34689 vl Assignment of Purchase and Sale Agreement - Page 1
BURR ••• FORMANLLP
results matter
J. Lindsay Builder, Jr., Esq.
(builder@burr.com
Direct Dial: (407) 647-7670
VIA FEDERAL EXPRESS
May 6, 2010
P.O. Drawer 1690
Winter Park, FL 32790
369 N. New York Avenue
Third Floor
Winter Park, FL 32789
Office (407) 647-4455
Fax (407)740-7063
BURR.COM
T & C Realty Group Inc. Robert E. Boutwell, Esq.
c/o Jane Tu 411 East Hillsboro Boulevard
7150 NW 84th Avenue Deerfield Beach, FL 33441
Parkland, FL 33067
Re: Purchase and Sale Agreement (the "Agreement") dated May 3, 2010, by and between T & C
Realty Group Inc. ("Seller") and Brotman Group, Inc. ("Buyer")
Dear Ms. Tu and Mr. Boutwell:
This letter will inform you that Brotman Group, Inc., as Buyer under the referenced Agreement, has
assigned the Agreement to the City of Tamarac, Florida, and that the City of Tamarac has assumed all of
the obligations of the Buyer under the Agreement arising from and after the date of this letter. Further,
the Initial Deposit of $1,000 is now being held by the law firm of Goren, Cherof, Doody & Ezrol, P.A., as
the New Escrow Agent.
Please direct all future communication and correspondence to the Buyer and Escrow Agent as follows:
City of Tamarac, Florida
c/o David Tolces, Esq.
Goren, Cherof, Doody & Ezrol, P.A.
3099 E. Commercial Boulevard, Suite 200
Ft. Lauderdale, FL 33308
Telephone: (954)771-4500
Facsimile: 954)771-4923
Email: dtoices@cityatty.com
Very truly yours,
J. Lindsay Builder Jr.
JLBjr/vdm
Copies by email to:
Brotman Group, Inc.
David Tolces, Esq.
36040 v1
EXHIBIT "C"
ASSIGNMENT
34689 v 1 Assignment of Purchase and Sale Agreement - Page 1
ASSIGNMENT AND ASSUMPTION OF
RESPONSIBILITIES OF ESCROW AGENT
This Assignment and Assumption of Responsibilities of Escrow Agent (this "Assignment") is
made as of this day of May, 2010 (the "Effective Date"), by BURR & FORMAN LLP, an
Alabama limited liability partnership authorized to transact business in the State of Florida (the
"Assignor"), and GOREN, CHEROF, DOODY & EZROL, P.A., a Florida professional association
(the "Assignee"). The Assignor and the Assignee may be referred to in this Assignment individually as a
"Party" or collectively as the "Parties."
Background Facts:
1. The Assignor is the Escrow Agent and Closing Agent in that certain Purchase and Sale
Agreement dated April 30, 2010 (the "Agreement), between Bernardo Maribona, as Trustee of B.
Commercial, Inc., a dissolved Florida corporation (the "Seller") and Brotman Group, Inc., a Florida
corporation (the "Buyer").
2. The Buyer has delivered to the Assignor, in its capacity as Escrow Agent, the sum of One
Thousand Dollars ($1,000.00) as the Initial Deposit (the "Earnest Money") pursuant to the Agreement.
3. Section 12.5 of the Agreement provides for the assignment of the duties of the Escrow
Agent to a "New Escrow Agent" and the transfer of the Earnest Money to the New Escrow Agent.
Agreement:
Now, therefore, in consideration of the mutual promises and covenants in this Assignment, the
Parties agree as follows:
1. The Background Facts set forth above are true and correct and the Parties agree that such
Background Facts are incorporated into this document.
2. The Assignor hereby assigns and transfers to the Assignee all rights and responsibilities
of the Escrow Agent and Closing Agent pursuant to the Agreement, whether now existing or arising after
the Effective Date.
3. The Assignee hereby accepts and assumes the assignment of all duties and
responsibilities of the Escrow Agent, pursuant to the Agreement and as more particularly described in
Section 12.12 of the Agreement, as well as the duties and responsibility of the Closing Agent. The
Assignee covenants to indemnify and hold the Assignor harmless from any and all liability against the
Assignor resulting from this Assignment from and after the date of this Assignment, and all costs and
expenses, including reasonable attorneys' fees, incurred by the Assignor as a result of the foregoing.
4. This Assignment may be executed by facsimile signature or electronic mail and/or in one
or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one instrument.
[signatures on separate pages]
36026 v1 Assignment of Responsibilities of Escrow Agent — Page 1
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed as of the
Effective Date.
Assignor:
BURR & FORMAN LLP
an MAamnlimited liability partnership authorized to
trabness in Florida -
Print
Title:
36026 vl Assignment of Responsibilities of Escrow Agent — Page 2
IN WITNESS WHEREOF, the Assignee has caused this Assignment to be executed as of the
Effective Date.
Assignee:
GOREN, CHEROF, DOODY & EZROL, P.A.
a Florida corpora 'on
By: r4%'k"'r_
Print name:
Title:
36026 v1 Assignment of Responsibilities of Escrow Agent— Page 3