HomeMy WebLinkAboutCity of Tamarac Resolution R-2008-053Temp Reso #11382
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April 2, 2008
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2008-53
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO PROCEED TO
CLOSING ON THE AGREEMENT FOR EXCHANGE
OF REAL PROPERTIES BETWEEN TAMARAC
JEWISH CENTER INC. AND THE CITY OF TAMARAC
FOR THE CITY TO ACQUIRE FOR THE EXPANSION
OF FUTURE ECONOMIC DEVELOPMENT
INTERESTS 4.5+/- ACRES OF I-MPROVED LAND
CURRENTLY OWNED BY TAMARAC JEWISH
CENTER, INC. IN EXCHANGE FOR THE CITY'S
CONVEYANCE TO TAMARAC JEWISH CENTER, INC.
OF 2.59+/- ACRES OF VACANT LAND CURRENTLY
OWNED BY THE CITY WITH AN ADDITIONAL
PAYMENT FROM THE CITY TO TAMARAC JEWISH
CENTER, INC IN THE AMOUNT OF FOUR MILLION
NINE HUNDRED NINETY-FIVE THOUSAND
DOLLARS ($4,995,000.00); PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission has established development of the Main
Street Project as a Strategic Plan priority; and
WHEREAS, the 4.5 +/- acre parcel which is legally described as Lots 6, 7, 8,
9, 10, 11 and 12, Block 4, Lyons Industrial Park according to the plat thereof
recorded in Plat Book 71, Page 1 B of the Public Records of Broward County, more
particularly described in Paragraph 1 of Exhibit 1 and hereinafter referred to as the
"Temple Parcel" has been identified by the City as a potential site for expansion of
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April 2, 2008
future economic development interests relating to the Main Street Project within the
City of Tamarac; and
WHEREAS, the City of Tamarac currently owns a 2.59 +/- acre parcel of
vacant land which is legally described as Lots 1, 2 and 3, Block 4, Lyons Industrial
Park according to the plat thereof recorded in Plat Book 71, Page 1 B of the Public
Records of Broward County, more particularly described in Paragraph 1 of Exhibit 1
and hereinafter referred to as the "Exchange Parcel"; and
WHEREAS, the City Commission of the City of Tamarac, on August 22,
2007, adopted and approved Resolution No. R-2007-132, authorizing the
appropriate City officials to execute the Agreement for Exchange of Real Properties
between Tamarac Jewish Center, Inc. and the City of Tamarac (attached hereto as
Exhibit 1), and on August 22, 2007 the appropriate City officials did, in fact, execute
and enter into the Agreement for Exchange of Real Properties between Tamarac
Jewish Center, Inc. and the City of Tamarac (attached hereto as Exhibit 1); and
WHEREAS, the City Commission of the City of Tamarac, on August 22,
2007, adopted and approved Resolution No. R-2007-132, authorizing the
appropriate officials of the City of Tamarac, Florida and/or the City's real estate
counsel, W. Craig Eakin, P.A: (a) to obtain two (2) real estate appraisals for both
the Temple Parcel and the Exchange Parcel (b) to obtain a Phase 1 Environmental
Property Assessment of the Temple Parcel, and (c) to obtain a boundary survey of
the Temple Parcel, (hereafter "due diligence investigation") during the Inspection
Period as stated in Section 3 of the Agreement, all at the City expense; and
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April 2, 2008
WHEREAS, the above referenced due diligence investigation has been
completed and the results thereof have been reported to the City Commission of the
City of Tamarac and the City Commission of the City of Tamarac deems the Temple
Parcel to be suitable for acquisition by the City of Tamarac as a potential site for
expansion of future economic development interests relating to the Main Street
Project within the City of Tamarac; and
WHEREAS, pursuant to Section 166.045, Florida Statutes, the City of
Tamarac has obtained two (2) separate and independent appraisals of both the
Temple Parcel and the Exchange Parcel, with the average of the appraisals
indicating that the City of Tamarac is paying over fair market value for the Temple
Parcel under the terms of the Agreement for Exchange of Real Properties between
Tamarac Jewish Center, Inc. and the City of Tamarac (attached hereto as Exhibit
1), and therefore, this Resolution is to be approved by a supermajority vote of four -
fifths (4/5ths) of the City Commission; and
WHEREAS, the City of Tamarac has published notice of the terms and
conditions of the exchange of real properties contemplated in the Agreement as
required by Section 2-316, of the Tamarac Code of Ordinances; and
WHEREAS, the Public and Economic Development Officer and the City
Manager recommend proceeding to consummate and close the transaction as set
forth in the Agreement between the City of Tamarac and Tamarac Jewish Center,
Inc. for the exchange of the Temple Parcel and the Exchange Parcel (attached
hereto as Exhibit 1) and recommend authorization of the additional payment in the
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April 2, 2008
amount of FOUR MILLION NINE HUNDRED NINETY-FIVE THOUSAND DOLLARS
($4,995,000.00); and
WHEREAS, the City Commission of the City of Tamarac, Florida finds that
the Exchange Parcel, which the City currently owns, holds and possesses, is not
needed for City purposes and such property may be, to the best interest of the
citizens and residents of the City of Tamarac, exchanged for the Temple Parcel,
which the City of Tamarac desires to acquire for municipal purposes; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to
be in the best interest of the citizens and residents of the City of Tamarac to
consummate and close the transaction as set forth in the Agreement for Exchange
of Real Properties between Tamarac Jewish Center, Inc. and the City of Tamarac
and for the City to acquire the Temple Parcel to provide for the future expansion of
economic development interests relating to the Main Street Project within the City of
Tamarac.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
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.
SECTION 2: The City Commission of the City of Tamarac by at least a
supermajority vote of four -fifths (4/5ths) of the City Commission hereby approves
and authorizes the appropriate City Officials of the City of Tamarac and/or the City's
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April 2, 2008
real estate counsel, W. Craig Eakin, P.A. to conclude the City Inspection Period and
forward to Tamarac Jewish Center, Inc. a Written Notice To Proceed, as
contemplated in paragraph 3(A) of the Agreement (attached hereto as Exhibit 1),
indicating that the City of Tamarac wishes to proceed to closing on the transaction
as set forth in the Agreement between the City of Tamarac and Tamarac Jewish
Center, Inc. for the exchange of the Temple Parcel and the Exchange Parcel
(attached hereto as Exhibit 1).
SECTION 3: The City Commission of the City of Tamarac by at least a
supermajority vote of four -fifths (4/5ths) of the City Commission hereby approves
and authorizes the appropriate City Officials of the City of Tamarac to consummate
and close the transaction as set forth in the Agreement between the City of
Tamarac and Tamarac Jewish Center, Inc. for the exchange of the Temple Parcel
and the Exchange Parcel (attached hereto as Exhibit 1) upon the conclusion of the
Temple Inspection Period and receipt from Tamarac Jewish Center, Inc. of their
Written Notice to Proceed as contemplated in paragraph 3(B) of the Agreement
(attached hereto as Exhibit 1), and upon the conclusion of the City Review Period
as contemplated in paragraph 3(C) of the Agreement (attached hereto as Exhibit 1).
SECTION 4: The City Commission of the City of Tamarac in approving the
consummation and closing of the transaction as set forth in the Agreement between the
City of Tamarac and Tamarac Jewish Center, Inc. for the exchange of the Temple Parcel
and the Exchange Parcel (attached hereto as Exhibit 1) hereby directs, authorizes and
empowers the appropriate City Officials to expend the necessary funds to accomplish the
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April 2, 2008
exchange of real properties as set forth in the Agreement, including but not limited to the
additional payment to Tamarac Jewish Center, Inc. in the amount of FOUR MILLION NINE
HUNDRED NINETY-FIVE THOUSAND DOLLARS ($4,995,000.00), and applicable closing
costs and expenses plus attorney's fees.
SECTION 5: The City Manager or his designee is hereby authorized and
empowered to make all budget adjustments to effectuate the intent of this Resolution.
SECTION 6: The City Commission of the City of Tamarac hereby directs,
authorizes and empowers the appropriate City Officials to execute any and all documents
required to complete the exchange/closing, including but not limited to, deeds, closing
statements, closing affidavits, assignments, and directs, authorizes and empowers the
appropriate City Officials to execute and enter into the Lease between the City of Tamarac
and Tamarac Jewish Center, Inc., substantially in the form of Exhibit "A" to Exhibit 1
attached hereto.
SECTION 7: The City Commission of the City of Tamarac hereby directs,
authorizes and empowers the appropriate City Officials to obtain title insurance on the
Temple Parcel in the amount of the purchase price from an authorized title insurer in the
State of Florida, at City expense.
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
1
1
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April 2, 2008
Resolution.
SECTION 10: This Resolution shall become effective immediately upon
its passage and adoption.
PASSED, ADOPTED AND APPROVED this day of ,
2008. 4e2
Aa
BE TH I ANSBAUM-TALABISC ,
MAYOR
ATTEST:
U RECORD OF COMMISSION VOT :
MARION SW SON, CIVIC MAYOR FLANSBAUM-TALABISCO
CITY CLERK DIST 1: COMM PORTNER
DIST 2: COMM ATKINS-GRAD
DIST 3: V/M SULTANOF
DIST 4: COMM. DRESSLER
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
/�� -s �PJ
$AMUEL S. Gt#EN
CITY ATTORNEY
AGREEMENT FOR EXCHANGE OF REAL PROPERTIES
AGREEMENT made between TAMARAC JEWISH CENTER, INC., a Florida Non
Profit corporation, with a principal office located at 9101 NW 57t' Street, Tamarac, FL 33351,
(hereinafter referred to as "TEMPLE"), and the CITY OF TAMARAC, Florida, a Florida
municipal corporation, with offices for the transaction of business at 7525 NW 88'' Avenue,
Tamarac, Florida (hereinafter referred to as "CITY").
L EXCHANGE.
(A) The TEMPLE agrees to sell, exchange, convey and the CITY agrees to
purchase and take title to the following parcel of real property, located in the City of Tamarac,
County of Broward, State of Florida, and described as follows:
Lots 6, 7, 8, 9,10,11, and 12, inclusive, Block 4, LYONS INDUSTRIAL
PARK, according to the Plat thereof as recorded in Plat Book 71, Page 1B, of
the Public Records of Broward County, Florida, hereinafter referred to as
the "Temple Parcel."
(B) The CITY agrees to sell, exchange, convey and the TEMPLE agrees to
purchase and take title to the following parcel of real property, located in the City of Tamarac,
County of Broward, State of Florida, and described as follows:
Lots 1, 2, and 3, inclusive, Block 4, LYONS INDUSTRIAL PARK, according
to the Plat thereof as recorded in Plat Book 71, Page 111, of the Public
Records of Broward County, Florida, hereinafter referred to as the
"Exchange Parcel."
2. PURCHASE PRICE. The purchase price for the Temple Parcel shall be the sum of
SIX MILLION SEVEN HUNDRED NINETY-FIVE THOUSAND AND NO/100 DOLLARS
($6,795,000.00). The purchase price for the Exchange Parcel shall be the sum of ONE
MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($1,800,000.00). The
CITY shall receive a credit in the amount of ONE MILLION EIGHT HUNDRED THOUSAND
AND NO/100 DOLLARS ($1,800,000.00) at closing for the conveyance of the Exchange Parcel
to TEMPLE. The difference between the purchase price for the Temple Parcel and the purchase
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price for the Exchange Parcel is the sum of FOUR MILLION NINE HUNDRED NINETY-FIVE
THOUSAND AND NO/100 DOLLARS ($4,995,000.00) and the parties agree that said sum shall
be paid by CITY as follows:
(A) AT CLOSING: CITY shall pay to TEMPLE a portion of the difference in the
sum of THREE MILLION NINE HUNDRED NINETY-FIVE THOUSAND AND N0/100
DOLLARS ($3,995,000.00) at the time and place of closing as hereinafter provided.
(B) UPON SURRENDER OF POSSESSION F TEMPLE PARCEL: CITY
shall pay to TEMPLE the balance of the difference in the sum of ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) upon the termination of the TEMPLE's lease of the Temple Parcel
as set forth in Paragraph Iq below and upon TEMPLE completely vacating and surrendering
possession to CITY, both physically and in writing, of the Temple Parcel, free and clear of all
liens and/or encumbrances of any kind whatsoever.
3. INSPECTION/REVIEW PERIODS:
(A) CITY INSPECTIQN PERIOD: At the option of the CITY, the obligation
of CITY to close this transaction is subject to the inspection rights stated in this Section 3(A).
CITY shall have forty-five (45) days from the Effective Date of this Agreement (the "City
Inspection Period") within which to make CITY's inspection and examination of all the Temple
Parcel and to obtain approval from CITY's governing Commission to proceed to Closing. In the
event that CITY cannot complete said work within forty-five (45) days from the Effective Date
of this Agreement, CITY may extend the City Inspection Period for an additional thirty (30) days,
by delivering a written notice of extension to TEMPLE on or before seven (7) days prior to the
end of the City Inspection Period.
If, during the City Inspection Period, or any extensions thereof, CITY delivers to
TEMPLE a written notice stating that CITY, in CITY's sole discretion, determines that the
Temple Parcel is not suitable for its intended use and CITY wishes to terminate this Agreement
("Written Notice to Terminate"), then and in such event, this Agreement shall be null and void
and CITY and TEMPLE shall have no further obligations under this Agreement.
During the City Inspection Period, and any extensions thereof, CITY and CITY's agents
and other representatives shall have the right to enter upon the Temple Parcel to inspect,
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examine, survey, photograph, obtain engineering inspections, environmental inspections,
appraisals and otherwise do that which, in the opinion of CITY, is necessary to determine the
boundaries, acreage and condition of the Temple Parcel and to determine the suitability of the
Temple Parcel for the uses intended by CITY in CITY's sole and absolute discretion. After any
entry on the Temple Parcel, CITY shall return the Temple Parcel to the condition it was in prior
to such entry or any tests made by the CITY, including the re -compaction of any disrupted soil.
All inspections or tests with respect to the Temple Parcel shall be at the sole expense of CITY.
CITY shall timely pay for and, to the extent allowed by law, hold TEMPLE harmless from
liability for all tests, services, inspections, audits and examinations performed on CITY's behalf
under this Paragraph 3 so that the Temple Parcel does not become subject to any liens. CITY has
no authority or right to create liens upon the Temple Parcel under this Agreement. If such a lien
occurs on account of CITY's inspection activities, CITY shall remove same by a statutory
permitted bond or otherwise within five (5) days from Notice from TEMPLE.
At the conclusion of the City Inspection Period, CITY shall deliver to TEMPLE a written
notice stating either: (1) that CITY wishes to terminate this Agreement ("Written Notice to
Terminate"), in which event, this Agreement shall be null and void and CITY and TEMPLE shall
have no further obligations under this Agreement; or (2) that CITY wishes to proceed with the
transaction set forth in this Agreement ("Written Notice to Proceed"), In the event that CITY
delivers to TEMPLE a Written Notice to Proceed, then and in such event, this transaction shall
proceed to the Temple Inspection Period as set forth in Paragraph 3(B), below.
(B) TEMPLE INSF CTION PERIOD.: At the option of the TEMPLE, the
obligation of TEMPLE to close this transaction is subject to the inspection rights stated in this
Section 3 (B). TEMPLE shall have forty-five (45) days from the date of City's Written Notice to
Proceed (the "Temple Inspection Period") within which to make TEMPLE's inspection and
examination of all the Exchange Parcel, to have construction plans prepared for the construction
of a new facility on the Exchange Parcel, and to solicit, receive and review bids for the
construction of a new facility on the Exchange Parcel, to obtain a loan commitment for
construction or other financing for the construction of a new facility on the Exchange Parcel, to
arrange for a construction bond for the construction of a new facility on the Exchange Parcel and
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to otherwise determine the budget for and/or the feasibility of construction of a new facility on
the Exchange Parcel. In the event that TEMPLE cannot complete said work within forty -Eve
(45) days from the Effective Date of this Agreement, TEMPLE may extend the Temple
Inspection Period for an additional thirty (30) days, by delivering a written notice of extension to
CITY on or before seven (7) days prior to the end of the Temple Inspection Period.
If, during the Temple Inspection Period, or any extensions thereof, TEMPLE delivers to
CITY a written notice stating that TEMPLE, in TEMPLE's sole discretion, determines that the
Exchange Parcel is not suitable for its untended use and TEMPLE wishes to terminate this
Agreement ("Written Notice to Terminate"), then and in such event, this Agreement shall be null
and void and CITY and TEMPLE shall have no further obligations under this Agreement.
During the Temple Inspection Period, and any extensions thereof, TEMPLE and
TEMPLE's agents and other representatives shall have the right to enter upon the Exchange
Parcel to inspect, examine, survey, photograph, obtain engineering inspections, environmental
inspections, appraisals and otherwise do that which, in the opinion of TEMPLE, is necessary to
determine the boundaries, acreage and condition of the Exchange Parcel and to determine the
suitability of the Exchange Parcel for the uses intended by TEMPLE in TEMPLE's sole and
absolute discretion. After any entry on the Exchange Parcel, TEMPLE shall return the Exchange
Parcel to the condition it was in prior to such entry or any tests made by the TEMPLE, including
the re -compaction of any disrupted soil. All inspections, tests, studies, construction plans,
bidding, etc. with respect to the Exchange Parcel shall be at the sole expense of TEMPLE.
TEMPLE shall timely pay for and, to the extent allowed by law, hold CITY harmless from
liability for all tests, services, inspections, audits and examinations performed on TEMPLE's
behalf under this Paragraph 3 so that the Exchange Parcel does not become subject to any liens.
TEMPLE has no authority or right to create liens upon the Exchange Parcel under this
Agreement. If such a lien occurs on account of TEMPLE's inspection activities, TEMPLE shall
remove same by a statutory permitted bond or otherwise within five (5) days from Notice from
CITY.
At the conclusion of the Temple Inspection Period, TEMPLE shall deliver to CITY a
written notice stating either: (1) that TEMPLE wishes to terminate this Agreement ("Written
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Notice to Terminate"), in which event, this Agreement shall be null and void and CITY and
TEMPLE shall have no further obligations under this Agreement; or (2) that TEMPLE wishes to
proceed with the transaction set forth in this Agreement ("Written Notice to Proceed"), In the
event that TEMPLE delivers to CITY a Written Notice to Proceed, then and in such event: (1)
the transaction shall proceed to the City Review Period as set forth in Paragraph 3(C), below, and
(2) TEMPLE shall deliver to CITY, contemporaneously with their Written Notice to Proceed,
copies and/or originals of the following information/documents regarding TEMPLE's due
diligence inspection (hereinafter referred to as "Temple's Due Diligence Documents"):
a. Surveys, environmental audits, and/or the results of any other testing of the
Exchange Parcel conducted by TEMPLE during the Temple Inspection Period.
b. Site plans, architectural drawings, elevations, and/or any other plans for the
construction of TEMPLE's new facility on the Exchange Parcel.
c. Construction plans for the construction of TEMPLE's new facility on the
Exchange Parcel.
d. Construction bids for the construction of TEMPLE's new facility on the Exchange
Parcel, specifically identifying which bid(s) TEMPLE has selected.
e. Construction loan commitments/documents and/or commitments/documents for
construction or other financing for the construction of TEMPLE's new facility on
the Exchange Parcel.
f. Construction bond documents/commitments for the construction of TEMPLE's
new facility on the Exchange Parcel, if applicable.
g. Cost estimates, proposed budgets and/or any other documents or feasibility studies
conducted by TEMPLE to determine the feasibility of the construction of
TEMPLE's new facility on the Exchange Parcel and/or estimating the cost of said
construction.
h. TEMPLE's financial statements and/or other documentation demonstrating
TEMPLE's financial ability to complete the construction of TEMPLE's new
facility on the Exchange Parcel.
i. Any additional information and/or documentation that TEMPLE determines will
demonstrate to CITY the TEMPLE's ability to complete the construction of
TEMPLE's new facility on the Exchange Parcel with the financial resources
available to TEMPLE and within the time frame contemplated under the
Leaseback provisions set forth in Paragraph 13 below.
(C) CITY REVIEW PE : At the option of the CITY, the obligation of
CITY to close this transaction is subject to the review rights stated in this Section 3(C). CITY
shall have ten (10) days from CITY's receipt of both the Temple's Written Notice to Proceed and
the Temple's Due Diligence Documents (the "City Review Period") within which to make
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CITY's examination and review of Temple's Due Diligence Documents. The CITY's Review
Period shall not begin until such time as CITY has received from TEMPLE all of Temple's Due
Diligence Documents.
If, during the City Review Period, or any extensions thereof, CITY delivers to TEMPLE a
written notice stating that CITY, in CITY's sole discretion, determines that CITY wishes to
terminate this Agreement ("Written Notice to Terminate upon Review"), then and in such event,
this Agreement shall be null and void and CITY and TEMPLE shall have no further obligations
under this Agreement, with the exception that in the event that CITY terminates this Agreement
during the City Review Period and only in such event, CITY shall be obligated to reimburse
TEMPLE the amount of money that TEMPLE spent during the Temple Inspection Period on
inspection and examination of the Exchange Parcel and on preparing plans for and estimating the
cost of construction of a new facility on the Exchange Parcel, up to the sum of ONE HUNDRED
SEVENTY-TWO THOUSAND AND N0/100 DOLLARS ($172,000.00), and no more. In the
event that CITY terminates this Agreement during the City Review Period and TEMPLE claims
reimbursement for its expenses incurred during the Temple Inspection Period, TEMPLE shall
provide to CITY full documentation of the amount of money that TEMPLE spent during the
Temple Inspection Period on inspection and examination of the Exchange Parcel and on
preparing plans for and estimating the cost of construction of a new facility on the Exchange
Parcel, including but not limited to paid Invoices, cancelled checks, and/or Invoices due and
owing, sufficient to fully document the amount of reimbursement claimed by TEMPLE from
CITY.
4. CONDITION OF PROPERTY. It is understood and agreed between the parties
hereto that both the Temple Parcel and the Exchange Parcel are being sold/exchanged in their
respective "as is" conditions and that each party has, or will have prior to the Closing Date,
inspected their respective parcels and that neither party makes any representation or warranty as
to the physical condition or value of the parcels or suitability for the other parry's intended use.
5. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date upon
which the CITY, through authorized City Officials, executes such. The parties agree that upon
TEMPLE's execution of this Agreement, CITY shall cause the terms and conditions of this
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Agreement to be placed on an agenda before the City Commission for the City of Tamarac for
their consideration thereof. Upon consideration thereof, and in the event that the City
Commission for the City of Tamarac passes a Resolution authorizing the appropriate City
Officials to execute the Agreement, said Agreement shall be executed by said authorized City
Officials. Upon execution of this Agreement by the authorized City Officials for the City of
Tamarac, this Agreement shall become binding upon all parties. It is expressly agreed between
the parties that this Agreement is not a binding contract until such time as it has been executed by
the authorized City Officials for the City of Tamarac.
6. CLOSING. This Agreement shall be consummated and the exchange concluded on
or before thirty (30) days after the end of the City Review Period set forth in paragraph 3 (C),
above. Closing shall be at the law office of W. Craig Eakin, P.A. located at 2900 E Oakland
Park Blvd., Fort Lauderdale, Florida, 33306, attorney for the CITY.
7. TITLE INSURANCE OR ABSTRACTS. Within ten (10) days from the Effective
Date of this Agreement, TEMPLE shall furnish to CITY a copy of any existing title insurance
policy or abstract of title relating to the Temple Parcel that is in TEMPLE's possession or
control. Within twenty (20) days following delivery of title evidence to CITY, CITY shall
obtain, at CITY's expense, a title insurance commitment issued by a title insurance company
authorized to conduct business in Florida, showing title to the property to be good and
marketable and vested in the TEMPLE, free and clear of all encumbrances except:
A. real property and school taxes and assessments for the year of closing and thereafter;
B. conditions and restrictions of record that are common to the subdivision or
neighborhood;
C. applicable zoning ordinances, if any;
D. reservations for canal rights and road right-of-way of record.
Within ten (10) days from the beginning of the Temple Inspection Period, CITY shall
furnish to TEMPLE a copy of any existing title insurance policy or abstract of title relating to the
Exchange Parcel that is in CITY's possession or control. Within twenty (20) days following
delivery of title evidence to TEMPLE, TEMPLE shall obtain, at TEMPLE's expense, a title
insurance commitment issued by a title insurance company authorized to conduct business in
Florida, showing title to the property to be good and marketable and vested in the CITY, free and
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clear of all encumbrances except:
A. real property and school taxes and assessments for the year of closing and thereafter;
B. conditions and restrictions of record that are common to the subdivision or
neighborhood;
C. applicable zoning ordinances, if any;
D. reservations for canal rights and road right-of-way of record.
8. OBJECTIONS TO TITLE, CITY shall, prior to the expiration of the City
Inspection Period, make written objections to the state of title to the Temple Parcel and/or written
objections based on a current survey of the Temple Parcel. If the CITY has objections to the
state of the title or survey objections, TEMPLE shall have a period of time, not to exceed sixty
(60) days from the date of receipt of the CITY's written objections, within which the TEMPLE
shall cause the objections to be removed, and the date of closing shall be extended for that
purpose. If, at the end of the period set forth in the preceding sentence, the objections have not
been eliminated, CITY may, at its option to be exercised by written notice to TEMPLE within
five (5) days following expiration of said 60-days period, refuse to accept title, or accept same in
its then existing condition without any diminution in the purchase price. In the event of refusal
by the CITY to take title to the Temple Parcel, this Agreement shall be terminated and CITY and
TEMPLE shall have no further obligations under this Agreement. In the event that there are
objections to the condition of the title or survey objections as to the Temple Parcel, then the
closing will be held within ten (10) days after either elimination of the objections or receipt of
notice from CITY that it will accept title despite the existence of objections.
TEMPLE shall, prior to the expiration of the Temple Inspection Period, make written
objections to the state of title to the Exchange Parcel and/or written objections based on a current
survey of the Exchange Parcel. If the TEMPLE has objections to the state of the title or survey
objections, CITY shall have a period of time, not to exceed sixty (60) days from the date of
receipt of the TEMPLE's written objections, within which the CITY shall cause the objections to
be removed, and the date of closing shall be extended for that purpose. If, at the end of the
period set forth in the preceding sentence, the objections have not been eliminated, TEMPLE
may, at its option to be exercised by written notice to CITY within five (5) days following
expiration of said 60-days period, refuse to accept title, or accept same in its then existing
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condition without any diminution in the purchase price. In the event of refusal by the TEMPLE
to take title to the Exchange Parcel, this Agreement shall be terminated and CITY and TEMPLE
shall have no further obligations under this Agreement. In the event that there are objections to
the condition of the title or survey objections as to the Exchange Parcel, then the closing will be
held within ten (10) days after either elimination of the objections or receipt of notice from
TEMPLE that it will accept title despite the existence of objections.
9. ADJUSTMENTS. CITY shall pay taxes and recording fees on notes, mortgages, and
financing statements, if any, and shall pay recording fees on the deed as to the Temple Parcel.
TEMPLE shall pay documentary stamps on the deed, and recording fees for documents needed to
cure title defects as to the Temple Parcel. It shall be the obligation of TEMPLE to discharge all
liens against the Temple Parcel at closing that may be released or satisfied by the payment of
money and TEMPLE may utilize the cash to close for this purpose. The parties shall prorate
taxes and assessments on the Temple Parcel as of the date of closing. The parties shall prorate
the rent from any leases on the Temple Parcel as of the date of closing. Within ten (10) days
from the Effective Date of this Agreement, TEMPLE shall furnish to CITY copies of all written
leases and/or options encumbering the Temple Parcel and estoppel letters from each
tenant/option holder specifying the nature and duration of said tenant's/option holder's
occupancy, rental rate, advance rents or security deposits paid by tenant(s)/option holder(s) and
whether any defaults exist under said lease/option. CITY shall pay for the title insurance
commitment and title insurance on the Temple Parcel. TEMPLE shall pay to update title
evidence or abstracting on the Temple Parcel, as needed.
TEMPLE shall pay taxes and recording fees on notes, mortgages, and financing
statements, if any, and shall pay recording fees on the deed as to the Exchange Parcel. CITY
shall pay documentary stamps on the deed, and recording fees for documents needed to cure title
defects as to the Exchange Parcel. It shall be the obligation of CITY to discharge all liens
against the Exchange Parcel at closing that may be released or satisfied by the payment of money
and CITY may utilize the cash to close for this purpose. The parties shall prorate taxes and
assessments on the Exchange Parcel as of the date of closing. The parties shall prorate the rent
from any leases on the Exchange Parcel as of the date of closing. Within ten (10) days from the
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beginning of the Temple Inspection Period, CITY shall furnish to TEMPLE copies of all written
leases and/or options encumbering the Exchange Parcel and estoppel letters from each
tenant/option holder specifying the nature and duration of said tenant's/option holder's
occupancy, rental rate, advance rents or security deposits paid by tenant(s)/option holder(s) and
whether any defaults exist under said lease/option. TEMPLE shall pay for the title insurance
commitment and title insurance on the Exchange Parcel. CITY shall pay to update title evidence
or abstracting on the Exchange Parcel, as needed. Each party shall pay its own attorney's fees.
10. DEED. At the closing, TEMPLE shall convey good and marketable title to the
Temple Parcel to CITY by General Warranty Deed, conveying the Temple Parcel free and clear
of all liens and encumbrances, except as herein noted. At the closing, TEMPLE shall also deliver
the following documents:
A. Affidavit from TEMPLE stating that either there have been no
improvements made to the Temple Parcel during the ninety (90) days
immediately preceding the closing or, if there have been any such
improvements, that all lienors in connection with such improvements have
been paid in full.
B. Non -Foreign Certification Affidavit.
C. A resolution of the Board of Directors of TEMPLE consistent with
TEMPLE's bylaws authorizing the conveyance contemplated hereby and
specifying the corporate officer(s) who are to make the conveyance
contemplated hereby.
D. Such additional documents, resolutions, certificates and instruments as the
closing agent may reasonably require to transfer and insure the title to the
Temple Parcel.
E. Two (2) original counterparts of the Lease attached hereto as Exhibit "A",
fully executed on behalf of TEMPLE, and originals or true copies of all
insurance policies and certificates of insurance as required under the terms
and conditions of the Lease attached hereto as Exhibit "A".
F. Assignment of Leases, Updated Rent Roll, Tenant Estoppel Letters,
Subordination, Nondisturbance and Attornment Agreements (SNDAs),
from all tenants, and letters notifying tenants of the change in
ownership/rental agent. If any tenant refuses to execute an estoppel letter,
TEMPLE will certify that information regarding the tenant's lease is
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correct.
At the closing, CITY shall convey good and marketable title to the Exchange Parcel to
TEMPLE by General Warranty Deed, conveying the Exchange Parcel free and clear of all liens
and encumbrances, except as herein noted. At the closing, CITY shall also deliver the following
documents:
A. Affidavit from CITY stating that either there have been no improvements
made to the Exchange Parcel during the ninety (90) days immediately
preceding the closing or, if there have been any such improvements, that
all lienors in connection with such improvements have been paid in full.
B. Non -Foreign Certification Affidavit.
C. A resolution of the City Commission of CITY authorizing the conveyance
contemplated hereby and specifying the corporate officer(s) who are to
make the conveyance contemplated hereby.
D. Such additional documents, resolutions, certificates and instruments as the
closing agent may reasonably require to transfer and insure the title to the
Exchange Parcel.
E. Assignment of Leases, Updated Rent Roll, Tenant Estoppel Letters,
Subordination, Nondisturbance and Attornment Agreements (SNDAs),
from all tenants, and letters notifying tenants of the change in
ownership/rental agent. If any tenant refuses to execute an estoppel letter,
CITY will certify that information regarding the tenant's lease is correct.
11. REAL ESTATE BROKERS. Each party represents to the other party that no real
estate broker or other person seeking compensation for arranging the sale or exchange of these
Properties has been employed, except as noted below:
NONE
CITY and TEMPLE additionally represent and warrant to the other that neither knows of any
facts which would give rise to a claim for any other real estate commission arising from this
transaction. Accordingly, each party agrees to indemnify and hold the other party harmless from
and against any claim for any real estate commission, broker fees or finder's fee made by any
person, firm or corporation other than the above -described broker in this transaction, and from
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and against any costs, expenses and attorney's fees through all appeals in connection with such
claim, provided such claim arose from any acts or omissions of either party hereto which would
constitute a breach of the representations and warranties mutually given by each party to the
other as provided for in this Paragraph. The representations and warranties set forth herein as
well as the indemnification provisions provided for above shall survive the Closing and remain
binding upon the parties hereto.
12. NOTICES: Notices and written communications hereunder shall be given by regular
U.S. mail, overnight commercial express delivery service, or facsimile transmission to the other
party as follows:
To CITY: Jeffrey Miller
City Manager
City of Tamarac
7525 NW 88h Ave
Tamarac, FL 33321
(954) 724-1230 (phone)
(954) 724-2454 (fax)
With Copy to: W. Craig Eakin, Esq.
2900 E. Oakland Park Blvd.
Fort Lauderdale, FL 33306
(954) 566-7417 (phone)
(954) 565-2392 (fax)
To TEMPLE: Tamarac Jewish Center, Inc.
C/O Jeffrey Eisensmith, Esq.
5561 University Drive
Suite 103
Coral Springs, FL 33067
(954) 523-7601 (phone)
(954) 462-0140 (fax)
Either party may change its address for notices and written communications hereunder by giving
written notice of such change to the other party.
13. OPERATION OF PROPERTY DURING CONTRACT PERIOD. Each party
will continue to operate their respective Property and any business conducted on their Property in
the manner operated prior to execution of this Agreement and will take no action that would '
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adversely impact their Property, tenants, lenders or business, if any. The parties shall not, after
the date TEMPLE executes this Agreement, and during the term of this Agreement, enter into
any new leases or options or renew or extend any current leases or options for any portion of their
respective Properties without the other parry's written consent thereto.
14. LEASEBACK OF TEMPLE PARCEL. After closing, and upon entering into the
Lease attached hereto as Exhibit "A" and fully complying with the pre -lease terms and conditions
of the Lease attached hereto as Exhibit "A", TEMPLE may remain in possession of the Temple
Parcel pursuant to the terms and conditions of the Lease attached hereto as Exhibit "A". During
the term of the Lease attached hereto as Exhibit "A", TEMPLE shall at all times maintain in
force the insurance called for in said Lease, it being agreed between the parties hereto that at all
times during the term of the Lease the risk of loss with respect to both the property and all
improvements located thereon shall remain with TEMPLE.
15. REMOVAL OF FIXTURESAMPROVEMENTS FROM TEMPLE PARCEL.
After closing and during the Leaseback period set forth above, TEMPLE may remove and retain
for TEMPLE's benefit any fixtures/improvements located on the Temple Parcel at the sole
expense of TEMPLE.
16. BUY BACK OF EXCHANGE PARCEL. In the event that TEMPLE either: (1)
fails to make a good faith application for a building permit for the construction of a new facility
on the Exchange Parcel within six (6) months from the date of closing; or (2) fails to completely
vacate and surrender possession of the Temple Parcel to CITY, both physically and in writing,
within thirty (30) months from the date of closing, CITY shall have the right to purchase from
TEMPLE and TEMPLE shall be obligated to sell back to CITY, upon CITY's written demand,
the Exchange Parcel at the agreed upon purchase price of ONE MILLION EIGHT HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,800,000.00), under the same standards regarding
title, adjustments, conveyance, deed, and Seller and Buyer expenses as are set forth in this
Agreement.
In the event that CITY elects to exercise this buy back provision by written demand to
TEMPLE, TEMPLE shall be entitled to receive the ONE MILLION DOLLAR ($1,000,000.00)
balance of the purchase price for the Temple Parcel, as set forth in Paragraph 2(B) above, only
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upon the occurrence of both of the following events: (i) upon TEMPLE completely vacating and
surrendering possession to CITY, both physically and in writing, of the Temple Parcel, free and
clear of all liens and/or encumbrances of any kind whatsoever, and (ii) upon the successful
Closing on the buy back of the Exchange Parcel and TEMPLE's fulfillment of its obligation to
reconvey the Exchange Parcel to CITY. The provisions of this paragraph shall survive closing.
17. PROHIBITION OF OFFERING TEMPLE PARCEL FOR SALE. While this
Agreement is in force and effect, TEMPLE shall not list for sale or otherwise offer for sale the
Temple Parcel, nor shall TEMPLE negotiate any agreements contemplating the sale of the
Temple Parcel to any party other than CITY.
18. REPRESENTATIONS. TEMPLE hereby affirmatively represents to CITY that it is
not a party to any unrecorded contracts, restrictions, leases, subleases, easements, options, option
contracts or rights of first refusal with respect to the Temple Parcel, other than those listed
below. NONE
19. AUTHORITY TO ENTER INTO AGREEMENT. Each party hereby
affirmatively represents to the other party that it has the lawful authority to enter into this
Agreement and that the signatures of the persons signing on behalf of each party are good and
sufficient to bind said party to the terms and conditions of this Agreement.
20. COMPLIANCE WITH FLORIDA STATUTES SECTION 196.295. The parties
shall comply with Florida Statutes Section 196.295 (Property transferred to exempt governmental
unit; tax payment into escrow; taxes due from prior years) in the closing of this transaction.
21. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the CITY and TEMPLE.
22. ENTIRE AGREEMENT. This Agreement, together with the other written
agreements and instruments executed concurrently herewith or pursuant to the provisions hereof,
contains the entire agreement between the parties respecting the matters herein set forth and
supersedes all prior agreements between them respecting such matters.
23. HEADINGS. Paragraph headings are for the purposes of convenience and
identification only and shall not be used to interpret or construe the Agreement.
24. GENDER AND NUMBER. Whenever the singular or plural number, or masculine
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or feminine gender, is used herein, it shall equally include the other.
25. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.
26. ATTORNEY'S FEES. Should litigation arise out of this Agreement, the prevailing
party will be entitled to be reimbursed by the other for its costs, including reasonable attorney's
fees, incurred at all levels of litigation, including appeals.
27. INTEGRATION AND MODIFICATIONS. This Agreement integrates all prior
understandings of the parties, and may be modified only by a written document signed by both
parties.
28. TIME. Time is of the essence of this Agreement.
29. RECORDATION. Neither this Agreement, nor any memorandum hereof shall be
recorded in the Public Records of Broward County, Florida.
[SIGNATURE PAGES TO FOLLOW]
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SIGNATURE PAGE - TEMPLE
IN WITNESS WIIEREOF, the parties hereto have set their hands and seals the day and
year shown below,
TAMARAC JEWISH CENTER, INC.
By: v
Name: 2 KO 0-r
Title: President
Date: Z 9 , 2007.
Page 16 of 17
SIGNATURE PAGE - CITY
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year shown below.
CITY OF TAMARAC
ATTEST: By:
Print Name: Beth Flansbaum-Talabisckf
Title: May
City Clerk = Dated 92007.
By:
Print Nam . Je y L. Miller
Title: City ag
Dated: d7 2007.
Approved as to form:
Office of the City Attorney
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