HomeMy WebLinkAboutCity of Tamarac Resolution R-2007-1321
Temp. Reso. #11255
August 8, 2007
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2007- /U.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AGREEMENT FOR EXCHANGE OF REAL
PROPERTIES BETWEEN TAMARAC JEWISH
CENTER INC. AND THE CITY OF TAMARAC FOR
THE CITY TO ACQUIRE CERTAIN REAL PROPERTY
FOR THE EXPANSION OF FUTURE ECONOMIC
DEVELOPMENT INTERESTS OF THE CITY OF 4.5+/-
ACRES OF IMPROVED 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;
PROVIDING FOR FINDINGS AND CONCLUSIONS
PURSUANT TO SECTION 166.021 F.S. REGARDING
ECONOMIC DEVELOPMENT; 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
future economic development interests relating to the Main Street Project within the
City of Tamarac consistent with Section 166.021, F.S., regarding Economic
Temp. Reso. #11255
August 8, 2007
Page 2
Development; and
WHEREAS, the City of Tamarac desires to acquire additional land for the
purpose of expanding economic development interests relating to the Main Street
Project ; and
WHEREAS, the Temple Parcel is currently owned by Tamarac Jewish
Center, Inc.; 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, Tamarac Jewish Center, Inc. desires to convey the Temple
Parcel to the City of Tamarac in exchange for the City's conveyance of the
Exchange Parcel to Tamarac Jewish Center, Inc. and an additional payment from
the City of Tamarac to Tamarac Jewish Center, Inc.; and
WHEREAS, funds are appropriated, budgeted and available to cover the
costs of acquisition of said Temple Parcel; and
WHEREAS, prior to the exchange, and prior to the City's acquisition of the
Temple Parcel, the City shall complete certain specific items of due diligence as
outlined in Section 3 of the Agreement are hereto and made a part herein as Exhibit
1 and to otherwise ensure full and complete compliance with Section 166.045, F.S.;
and
WHEREAS, the Economic Development Officer recommends execution of
Temp. Reso. #11255
August 8, 2007
Page 3
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
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; 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
execute 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 hereby approves the Agreement
for Exchange of Real Properties between Tamarac Jewish Center, Inc. and the City
of Tamarac, a copy of said agreement is attached hereto as Exhibit 1.
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
Temp. Reso. #11255
August 8, 2007
Page 4
Agreement for Exchange of Real Properties between Tamarac Jewish Center, Inc.
and the City of Tamarac, a copy of said agreement is attached hereto as Exhibit 1.
SECTION 4: The appropriate officials of the City of Tamarac, Florida and/or
the City's real estate counsel, W. Craig Eakin, P.A. are hereby authorized: (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, during the
Inspection Period as stated in Section 3 of the agreement, all at the City expense.
SECTION 5: The appropriate officials of the City of Tamarac, Florida are
hereby authorized 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 6: The appropriate officials of the City of Tamarac, Florida are
hereby authorized to fund and to close the transaction contemplated in the
agreement upon the occurrence of all conditions precedent thereto and upon full
and complete compliance with Section 166.045, F.S., and the appropriate officials
of the City of Tamarac, Florida are specifically authorized to execute any and all
documents required to complete the exchange/closing, including but not limited to,
deeds, closing statements, standard closing affidavits, and assignments.
SECTION 7: All resolutions or parts of resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 8: If any clause, section, other part or application of this
Temp. Reso. #11255
August 8, 2007
Page 5
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 9: This Resolution shall become effective immediately upon
its passage and adoption.
PASSED, ADOPTED AND APPROVED this Jd/'4day of �,2 7.
BETH FLANSBAU -TALA ISC ,
MAYOR
ATTEST:
RECORD OF COMMISSION VOTE:
MARION SWENSON, CMC 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.
7TTORNEY.
r
J
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 571" 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 Wh 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 1B, 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
Page 1 of 17
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 NO/100
DOLLARS ($3,995,000.00) at the time and place of closing as hereinafter provided.
(B) UPON SURRENDER OF POSSESSION OF TEMPLE PARCEL: CITY
shall pay to TEMPLE the balance of the difference in the sum of ONE MILLION AND N0/100
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 INSPECTION 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,
Page 2 of 17
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 INSPECTION 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
Page 3 of 17
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-five
(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 intended 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
Page 4 of 17
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 PERIOD: 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
Page 5 of 17
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
Page 6 of 17
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
Page 7 of 17
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
Page 8 of 17
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
Page 9 of 17
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
Page 10 of 17
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 parry 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:
lalrLp
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
Page 11 of 17
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 88th 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
Page 12 of 17
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 party'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
Page 13 of 17
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
Page 14 of 17
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]
Page 15 of 17
SIGNATURE PAGE - TEMPLE
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year shown below.
TAMARAC JEWISH CENTER, INC.
By:
vv
Name: 2 , ; KO e-N
Title: President
Date: , 2007.
Page 16 of 17
arm►nIa:7aiZT14DffyY614
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year shown below.
CITY OF TAMARAC
ATTEST: By:
~'
.r
Print Name: Beth Flansbaum-Talabisc
z �. Title: Mayor
City Clerk = Dated: , 2007.
By:
Print Nam . Je frey L. Miller
Title: City M age
Dated: &d z , 2007.
Approved as to form:
1p-�'�11
Z/
Office of the City Attorney
Page 17 of 17
11
LEASE
THIS LEASE ("Lease"), dated 2007, is made between the City of
Tamarac, Florida, a Florida municipal corporation ("Landlord") and Tamarac Jewish Center, Inc., a
Florida Non Profit corporation ("Tenant").
1.0 Fundamental Lease Provisions.
Date
2007
Landlord:
The City of Tamarac, Florida
Address of Landlord:
7525 NW 88th Street
Tamarac, FL 33321
Tenant:
Tamarac Jewish Center, Inc.
Address of Tenant:
9101 NW 57t' Street
Tamaarc, FL 33351
Leased Premises: Lots 6, 7, 8, 9, 10, 11, andl2, inclusive, Block 4, of LYONS
INDUSTRIAL PARK, according to the plat thereof recorded in
Plat Book 71, Page 1B, of the Public Records of Broward County,
Florida. (Approximately 4.5 acres) said Property lying and being
in BROWARD COUNTY, FLORIDA, along with all buildings
and fixtures attached thereto.
Lease Term: Beginning , 2007 ("Commencement Date")
and ending , 2009 ("Termination Date").
Rent:
ONE DOLLAR ($1.00), plus applicable state and local sales and
property taxes and assessments.
Permitted Use: Temple and religious school operations
Page 1 of 15
EXHIBIT "A"
2.0 Lease. Landlord hereby leases to the Tenant and Tenant leases from Landlord for the Lease.
Term, and upon all of the conditions set forth herein, that certain real property, including buildings
located thereon, situated in the County of Broward, State of Florida, indicated on Exhibit "A" attached
hereto and by reference made a part hereof. The Tenant shall have possession of the Leased Premises,
subject to this Lease, upon the Commencement Date.
3.0 Lease Term.
3.1. Initial Term. The term of this Lease ("Lease Term") is from the Commencement Date
( , 2007) through the Termination Date ( , 2009).
3.2. Month to Month Renewal. After the Termination Date, Tenant may remain in possession of the
Leased Premises on a month to month basis, provided however, that Landlord may terminate Tenant's
month to month tenancy of the Leased Premises upon fifteen (15) days prior written notice to Tenant of
termination of this Lease. In order for Tenant to remain in possession of the Leased Premises after the
Termination Date, Tenant must provide written notice to Landlord on or before thirty (30) days prior to
the Termination Date of its intent to remain in possession. Should Tenant fail to timely notify Landlord
of its intent to remain in possession after the Termination Date, this Lease shall terminate as of the
Termination Date, and Tenant shall vacate the Premises on or before the Termination Date. The Month
to Month Renewal Period shall terminate six (6) months after the Termination Date and in no event shall
Tenant remain in possession of the Leased Premises beyond six (6) months from the Termination Date.
3.3 Force Majuere. Tenant may extend the Initial. Term of this Lease for the period of time that
Tenant is delayed in the construction of Tenant's new Temple facility when such delay is caused by any
of the following events: civil commotion, war, war -like operations, invasion, rebellion, hostilities,
military or usurped power, sabotage, hurricane or other casualty through acts of God. In order to extend
the Initial Term of this Lease as provided herein, Tenant must notify Landlord in writing in the event of
any delay caused by the forgoing events, specifying the event causing the delay and notifying Landlord
of the length of such delay. In no event shall the extension granted hereunder be for more than ninety
(90) calendar days.
qWFq Iwo
4.0 Rent.
4.1. In consideration of the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00), paid in advance at the time of closing on the sale of the Leased Premises from Tenant to
Landlord, Landlord agrees that the Rent for the Initial term shall be ONE DOLLAR ($1.00), plus
applicable state and local sales and property taxes and assessments. Landlord hereby acknowledges
receipt of the $500,000.00 advance payment and the $1.00 Rent for the Initial Term.
Page 2 of 15
k
4.2. For the Month to Month Renewal, if the option is exercised, the Rent shall be TWENTY
THOUSAND EIGHT HUNDRED THIRTY-THREE AND N0/100 DOLLARS ($20,833.00) per
month, plus applicable state and local sales and property taxes and assessments. Monthly Rent shall be
due and payable on the first day of each month. Rental payments shall be made by check, payable to the
City of Tamarac, delivered to the attention of the City's Finance Director, 7525 NW 88`h Street,
Tamarac, FL 33321.
4.3. In the event any installment of Monthly Rent is not paid within ten (10) days after the due date,
Tenant agrees to pay as a late charge an amount equal to Ten percent (10%) of the Rent that is due and
payable as compensation to Landlord for its additional administrative expenses in processing late
payments.
4.4. On the last day of the Lease Term, any Renewal Term, or on any sooner termination, Tenant
shall surrender the Leased Premises to Landlord and shall provide Landlord with a written notice of
surrender of the Leased Premises, and the Leased Premises shall be delivered to Landlord clean,
uncontaminated and free of debris. Tenant shall have the right to remove and retain for Tenant's benefit
any fixtures/improvements located on the Leased Premises at Tenant's sole expense. Tenant shall
remove its property from the Leased Premises.
5.0 Use/Compliance
5.1. Use. The Leased Premises shall be used by Tenant for Temple and school purposes and for no
other purposes. Tenant agrees not to store any material, waste, pallets or other products on the
Premises. Tenant shall defend, indemnify and save Landlord harmless from all costs and expenses
(including consequential damages) asserted or proven against Landlord by any party as a result of
Tenant's use, storage or disposal of hazardous materials on or about the Premises.
5.2. Compliance „with Law. Tenant shall, at Tenant's expense, comply promptly with all applicable
statutes, ordinances, rules, regulations, orders, permits, covenants and restrictions of record, and
requirements in effect during the Term or any part thereof, regulating the use or condition of the
Premises, including but not limited to, environmental matters, employee health and safety
matters and the American's With Disabilities Act, and obtaining all necessary permits and
licenses.
5.3. Condition of Premises. Tenant, having been the owner of the Premises until the Commencement
Date of this Lease, and having examined the Premises, is familiar with the condition thereof, is
relying solely on its own knowledge and such examination, is not relying on any oral
representations made by Landlord, and will take the Premises in their present condition.
5.4. Liens. Tenant agrees that it will make a prompt payment when due, of all costs and expenses
incurred in carrying out its agreement herein and of all costs and expenses of any repairs,
constructions or installations which are the responsibility of Tenant hereunder. Tenant agrees to
indemnify and save Landlord harmless from and against any/all liabilities incurred by Tenant
including any mechanics, materialmen's, or laborers' liens asserted or claimed against the
Premises or any part thereof on account of work, labor or materials used in the Premises or in
Page 3 of 15
i , z
any improvement or change thereof made at the request of, or upon the order of, or to discharge
the obligation of Tenant. Should Tenant cause any mechanic's or other lien to be filed against
the Premises or any part thereof for any reason whatsoever, Tenant shall cause the same to be
cancelled and discharged of record by bond or otherwise within ten (10) days after the date of
such filing. In no event shall anything contained in this paragraph or elsewhere in the Lease be
deemed to subject Landlord's interest in the Premises to the lien of any person doing work or
furnishing materials at the instance and request of Tenant. Tenant has no authority or power to
cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of
Tenant, operation of law or otherwise, to attach to or be placed upon Landlord's title or interest
in the Premises, any and all liens and encumbrances created by Tenant shall attach to Tenant's
interest only.
5.5 No Encumbrance of Premises by Tenant. Tenant shall not grant any lease, sublease, easement,
restriction, option or any other interest in the Premises, nor shall Tenant grant any license or
other right to use the Premises to any third party during the term of this Lease without the
express written permission of the Landlord.
6.0 Net Lease Intended Unless Expressly Provided_ Otherwise: Tenant acknowledges and agrees that
it is intended that this Lease shall be a completely Net Lease to Landlord, that Landlord shall not be
responsible during the term of the Lease for any costs, charges, taxes, assessments, expenses and outlays
of any nature whatsoever arising from or relating to the Premises, or the contents thereof, and Tenant
shall pay all charges, impositions, costs and expenses of every nature and kind relating to environmental
matters, fire and life safety codes, employee health and safety and the American's With Disabilities Act,
the Premises, and the operation of its business, including, but not limited to electricity, water, gas,
telephone, sewage and other utilities furnished to the Premises and Tenant covenants with Landlord
accordingly. Landlord shall not be liable for any interruption whatsoever in utility services.
7.0 Maintenance, Repairs and Alterations.
7.1. Tenant shall at all times keep and maintain the Premises (including entrances, all glass,
windows, and moldings) and all partitions, doors, fixtures, equipment and appurtenances thereof and
improvements thereto (including lighting, heating, ventilation and plumbing fixtures and equipment and
wiring and its air conditioning system) in good order, condition and repair and shall replace any of the
same as is necessary, in Tenant's opinion: (i) to ensure that the Premises are in a safe and orderly
condition, and (ii) in compliance with all applicable statutes, ordinances, rules, regulations, orders,
permits, covenants and restrictions of record, and requirements in effect during the Term or any part
thereof, regulating the use or condition of the Premises, including but not limited to, environmental
matters, employee health and safety matters and the American's With Disabilities Act, and (iii) for the
continued operation of Tenant's business(es) on the Premises. All maintenance and repairs to the
Premises during the Term shall be the sole responsibility of Tenant and Landlord shall have no
responsibility for same. Notwithstanding the above, Tenant shall have no responsibility to bring into
compliance, make any repairs or construct any improvements to the Premises related to any possible
violation or non-compliance with building or safety and health codes.
Page 4 of 15
7.2. Tenant shall not make any alterations in or additions to the Premises without first obtaining the
express written consent of the Landlord, which consent of the Landlord may be withheld according to
the sole and exclusive discretion of the Landlord. If alterations become necessary because of the
application of laws or ordinances or of the directions, rules, or regulations of any regulatory body to the
business carried on by the Tenant or because of any act of default on the part of the Tenant or because
Tenant has overloaded any electrical or other facility, Tenant shall make any required alterations
whether structural or nonstructural at it's own cost and expense after first obtaining Landlord's written
approval of plans and specifications, and Tenant's furnishing to Landlord such indemnification against
liens, costs, damages, and expenses as Landlord may reasonably require. All improvements shall be in
accordance with all Federal, State, and Local regulations and codes and will not commence prior to
obtaining all applicable permits.
8.0 Insurance, Indemnity.
8.1. Indemnification. Tenant hereby indemnifies Landlord, releases Landlord from all claims, and
agrees to save Landlord harmless from all suits, actions, damages, liability, expenses and attorneys' fees
in connection with Tenant's use and/or occupancy of the Premises, including but not limited to loss of
life, bodily or personal injury, property damage or loss of income arising from or out of any occurrence
in, upon or at or from the Premises or the occupancy or use by Tenant of said Premises or any part
thereof, or occasioned wholly or in part by any negligence, act or omission of Tenant, its agents,
contractors, employees, servants, invitees, licensees, concessionaires or any third party. Tenant shall
store its property in and shall occupy the Premises at its own risk. Landlord shall not be responsible or
liable at any time for any loss or damage to Tenant's equipment, fixtures or other personal property of
Tenant or to Tenant's business. Landlord shall not be responsible or liable for any defect, latent or
otherwise, in the Premises or in any building on the Premises, or any of the equipment, machinery,
utilities, appliances or apparatus therein nor shall it be responsible or liable for any injury, loss or
damage to any person or to any property of Tenant or other person caused by or resulting from bursting,
breakage or by or from any leakage, steam, running or the overflow of water or sewerage in any part of
said Premises or for any injury or damage caused by or resulting from acts of God or the elements, or
for any injury or damage caused by or resulting from any defect or negligence in the occupancy,
construction, operation or use of any of said Premises, buildings, machinery, apparatus or equipment by
any person or by or from the acts of negligence of any occupant of the Premises. Tenant shall give
immediate notice to Landlord in case of fire or accidents in the Premises, or of defects therein or in any
fixtures or equipment. In case Landlord shall, with or without fault on its part, be made a party to any
litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and
shall pay all costs, expenses and reasonable attorney's fees at the trial and appellate levels incurred by
Landlord. Tenant shall forthwith, upon demand, pay to Landlord its attorney's fees and costs incurred in
connection with enforcing its rights under this lease, whether or not suit is filed.
8.2. Force Majuere. Landlord shall be excused for the period of any delay in the performance of any
obligations hereunder when prevented from so doing by cause or causes beyond Landlord's
control which shall include, without limitation, all labor disputes, civil commotion, war, war-
like operations, invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to obtain any material,
services or financing or through acts of God.
Page 5 of 15
4 . , 1
8.3. Insurance. Tenant shall maintain at its own cost and expense, with coverage to commence at the
Commencement Date of the Term of this Lease, either the following coverages or other insurance
acceptable to the City:
8.3.1. Fire Insurance in an amount adequate to cover the cost of replacement of all buildings,
improvements, fixtures and contents in the Premises in the event of a property loss.
This insurance must be procured on an "All Risk" basis and must comply with the
Southeastern Insurance Underwriters Association, naming Landlord as a "named
insured". Tenant must also procure "Fire Legal Liability" Insurance in an amount not
less than $100,000.00 and if there is a boiler in, adjoining or beneath the Premises,
broad form boiler insurance in an amount specified by Landlord, and naming the
Landlord as "loss payee."
8.3.2. Commercial General Liabili on an occurrence basis with minimum limits of liability
in an amount of $1,000,000.00 per occurrence for bodily injury, products/completed
operations and personal injury or death to any person and $3,000,000.00 for such
bodily injury or death of more than one person and $1,000,000.00 with respect to
damage to property, and naming the Landlord as a "named insured." Also, Tenant shall
obtain any riders necessary for School operations and for the recreational facilities on
the Premises.
8.3.3. In the event Tenant fails to obtain or maintain the insurance required herein, Landlord
may obtain same and any cost incurred by Landlord in connection therewith shall be
deemed additional rent to be paid by Tenant and is payable as such immediately upon
demand from Landlord.
8.3.4. Any insurance procured by Tenant as herein required shall be issued in the name of
Landlord, and shall contain endorsements that:
8.3.4.1. such insurance may not be cancelled or amended without thirty (30) days
written notice by registered mail to Landlord by the insurance company;
8.3.4.2. Tenant shall be solely responsible for payment of premiums and Landlord
shall not be required to pay any premiums for such insurance;
8.3.4.3. in the event of payment of any loss covered by such policy, Landlord shall be
paid first by the insurance company for its loss; and
8.3.4.4. any insurance policies herein required to be procured by Tenant shall contain
an express waiver of any right or subrogation by the insurance company
against Landlord. The original policy or policies (or true copies of such policy
or policies) and certificates of insurance shall be delivered to Landlord prior
to delivery of possession of the Premises to Tenant, and thereafter, such
original policies (or true copies of such policy or policies) and certificates
shall be delivered to Landlord within thirty (30) days prior to the expiration of
each such policy.
Page 6 of 15
8.3.5. During the Lease Term, it is agreed between the parties hereto that the risk of loss with
respect to both the Leased Premises and all improvements located thereon shall remain
with Tenant.
9.0 Utilities and Services. Tenant shall pay for all electric, water and sewer, telephone, solid waste
disposal, and other utilities and services supplied to the Premises, together with any taxes thereon.
Tenant shall be responsible for installation or extension of utilities, if such are necessary.
10.0 Taxes And Assessments: In addition to the rent payable pursuant to paragraph 4.0, Tenant shall
assume full responsibility for and shall pay all taxes and assessments that accrue to the Premises or to
the improvements thereon, or to the leasehold estate/interest created hereunder, including without any
limitation property taxes, and any and all assessments, if any. Tenant shall be responsible for the
payment of all sales tax calculated on the rental payments of this Lease as required by Section 212.031,
Florida Statutes, and shall submit such sales tax in addition to and along with the rental payments
required by paragraph 4.0 of this Lease, unless Tenant provides written documentation verifying that the
Department of Revenue has authorized Tenant to pay the required sales tax by direct payment to the
Department of Revenue or that the Department of Revenue has issued Tenant an exemption for such
sales tax payments. Tenant shall make payment to City of such taxes and assessments immediately
upon receipt of written demand from City.
11.0 Waiver and Default
11.1. Default: The following events shall be deemed to be events of default by Tenant under this
Lease:
11.1.1. Tenant shall fail to pay any installment of Rent hereby reserved.
11.1.2. Tenant shall fail to comply with any term, provision or covenant of this Lease, other
than payment of Rent and shall not cure such failure within fifteen (15) days after
written notice thereof to Tenant.
11.1.3. Tenant or Guarantor shall become insolvent or shall make a transfer in fraud of
creditors or shall make an assignment for the benefit of creditors.
11.1.4. Tenant or Guarantor shall file a petition under any section or chapter of the National
Bankruptcy Act, as amended, or under any similar law or statute of the United States or
any State thereof, or there shall be filed against Tenant a petition in bankruptcy or
insolvency or a similar proceeding and any such proceedings shall not have been
dismissed within thirty (30) days after its commencement, or Tenant shall be adjudged
bankrupt or insolvent in proceeding filed against Tenant thereunder.
11.1.5. A receiver or Trustee shall be appointed for the Premises or for all or substantially all
the assets of Tenant.
Page 7 of 15
11.1.6. Tenant shall abandon or vacate all or any portion of the Premises or cease doing
business in the Premises, or fail to take possession or open for business within the time
required by this Lease.
11.1.7. Tenant shall do or permit to be done anything which creates a lien upon the Premises.
Should Tenant cause a lien to be created upon the Premises, Tenant shall cause the lien
to be removed from the Premises within ten (10) days of knowledge of such lien,
including written notice from Landlord.
11.1.8. Remedies: Upon the occurrence of any such events of Default, Landlord shall have the
option, without any notice or demand whatsoever, to pursue any remedy provided by
this Agreement or otherwise permitted by law, including termination of the Lease,
acceleration of Rent, exercise its right of possession by forcible entry and detainer suit,
or taking peaceful possession. .
11.2. No Waiver:
11.2.1. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall pursuit of
any remedy herein provided constitute a forfeiture or waiver of any Rent due to
Landlord hereunder or of any damages accruing to Landlord by reason of the violation
of any of the terms, provisions and covenants herein contained. No action taken by or
on behalf of Landlord shall be construed to be an acceptance or a surrender of this
Lease. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to constitute a
waiver of such default. In determining the amount of loss or damage which Landlord
may suffer by reason of termination of this Lease or the deficiency arising by reason of
any reletting of the Premises by Landlord as above provided, allowance shall be made
for the expense of repossession, any repairs or remodeling undertaken by Landlord
following repossession and brokerage commissions. Tenant agrees to pay to Landlord
all costs and expenses incurred by Landlord in the enforcement of this Lease, including
all reasonable fees of Landlord's attorneys when such attorneys are employed by
Landlord to effect collection of any sums due hereunder or to enforce any right or
remedy of Landlord, regardless of whether the attorney's fees and costs are incurred
prior to filing suit, subsequent to filing suit, during trial or on appeal.
11.2.2. The failure of the Landlord to insist, in any one or more instances upon strict
performance of any of the covenants or agreements in this Lease, or to exercise any
option herein contained, shall not be construed as a waiver or a relinquishment for the
future of such covenant, agreement or option, but the same shall continue and remain in
full force and effect. The receipt by Landlord of Rent, with knowledge of the breach of
any covenant or agreement thereof, shall not be deemed a waiver of such breach and no
waiver by the Landlord of any provision hereto shall be deemed to have been made
Page 8 of 15
unless expressed in writing and signed by Landlord. No remedy or election hereunder
shall be deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
11.3. Rijaht to Cure: If Tenant defaults under this Lease, Landlord may, at its option, immediately or
at any time thereafter, without waiving any claim for breach of agreement and without notice to Tenant,
cure such default for the account of Tenant. If Landlord shall institute an action or summary proceeding
against Tenant based upon such default, or if the Landlord shall cure such default or defaults for the
account of Tenant, then the Tenant will pay all costs and expenses incurred by Landlord in curing such
default, including reasonable attorney's fees, at the trial and appellate levels which sums, together with
interest, at the highest rate allowable by law, shall be due and payable upon demand, and shall be
deemed to be Additional Rent. Landlord shall not be responsible to Tenant for any loss or damage
resulting in any manner by reason of its undertaking any acts in accordance with the provisions of this
Lease.
12.0 Assignment and Subletting. Tenant shall not voluntarily or by operation of law assign, transfer,
mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease,
without Landlord's prior written consent, which may be granted or withheld at Landlord's sole
discretion.
13.0 Securijy Measures. Tenant hereby acknowledges that the rent payable to Landlord hereunder
does not include the cost of guard service or other security measures, and that Landlord shall have no
obligation whatsoever to provide same. Tenant assumes all responsibility for the protection of Tenant,
its employees, agents, customers, students and invitees from acts of third parties.
14.0 Landlord's Liability. Nothing contained in this Lease shall be deemed or construed to confer
upon Landlord any interest in the business of Tenant and the relationship between the parties hereto
shall, at all times, be that of landlord and tenant.
15.0 Destruction of Premises
15. L Partial Damn e. "Partial Damage" means damage or destruction to the buildings of which the
Premises are a part to the extent that the cost of repair is less than fifty percent (50%) of the fair market
value of the buildings immediately prior to such damage or destruction. If at any time during the Term
there is damage which falls within the classification of Partial Damage, Landlord shall have no
obligation to repair such damage and Tenant may, at Tenant's option, either (i) repair such damage with
the proceeds from Tenant's insurance, in which event this Lease shall continue in full force and effect,
or (ii) give written notice to Landlord within thirty (30) days after the date of the occurrence of such
damage of Tenant's intention to terminate this Lease, which termination shall be effective as of the date
of the occurrence of such damage. If at any time during the Term there is damage which falls within the
classification of Partial Damage and Tenant elects either (i) not to repair such damage or any portion
thereof or (ii) to terminate this Lease, then and in such event, Tenant and Landlord shall equally share
the proceeds of any insurance payable as a result of such damage.
Page 9 of 15
,
15.2. Total Destruction. "Total Destruction" means damage or destruction to the buildings of which
the Premises are a part to the extent that the cost of repair is fifty percent (50%) or more of the fair
market value of the buildings immediately prior to such damage or destruction. If at any time during the
Term there is damage which falls into the classification of Total Destruction, Landlord shall have no
obligation to repair such damage and Tenant may, at Tenant's option, either (i) repair such damage with
the proceeds from Tenant's insurance, in which event this Lease shall continue in full force and effect,
or (ii) either Landlord or Tenant may terminate this Lease as of the date of such Total Destruction. If at
any time during the Term there is damage which falls within the classification of Total Destruction and
Tenant elects not to repair such damage or any portion thereof or (ii) Tenant or Landlord elects to
terminate this Lease, then and in such event, Tenant and Landlord shall equally share the proceeds of
any insurance payable as a result of such damage.
15.3. Abatement of Rent. If Tenant repairs or restores the Premises pursuant to the provisions of this
Section 15, the rent payable hereunder for the period during which such damage, repair or restoration
continues shall not be abated. In the event of termination of this Lease as a result of Partial Damage or
Total Destruction, there shall be no refund of any rent paid and Tenant shall have no claim against
Landlord as a result of any such damage.
16.0 Condemnation. If the Premises, or any portion thereof, is taken under the power of eminent
domain, or sold under the threat of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to part so taken as of the date the condemning authority
takes title or possession, whichever first occurs. This provision shall not apply in the event of a
condemnation by Landlord.
17.0 Severability. The invalidity of any provision of this Lease shall in no way affect the validity of
any other provision hereof.
18.0 Inca oration of Prior Agreements: Amendments. This Lease contains all agreements of the
parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to
any such matter shall be effective. This Lease may be modified in writing only and signed by the
parties in interest at the time of the modification.
19.0 Notices. Any notice required or permitted to be given hereunder shall be in writing and may be
given by express courier, personal delivery or by certified mail, and shall be deemed sufficiently given
upon receipt or refusal to accept receipt and addressed as follows:
As to City: Attn: City Manager
City of Tamarac
7525 NW 881h Street
Tamarac, FL 33321
As to Tenant: Attn:
Tamarac Jewish Center, Inc.
9101 NW 57th Street
Tamarac, FL 33351
Page 10 of 15
h L. l l
20.0 Binding Effect, Choice of Law, Venue. Subject to any provisions hereof restricting assignment
or subletting by Tenant, this Lease shall bind the parties, their personal representatives, successors and
assigns. This Lease shall be governed by the laws of Florida and venue for any actions shall be in
Broward County, Florida. All of the parties to this Lease have participated freely in the negotiation and
preparation hereof; accordingly, this Lease shall not be construed more strictly against any one of the
parties hereto. Submission of this Lease to Tenant does not constitute an offer, and this Lease becomes
effective only upon execution and delivery by both Landlord and Tenant.
21.0 Subordination. This Lease, at Landlord's option, shall automatically be deemed subordinate to
any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter
placed upon the real property and to any advances made on the security thereof and to all renewals,
modifications and extensions thereof. If any mortgagee, trustee or ground landlord shall elect to have
this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice
thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease on the date of recording. Tenant agrees to execute any documents required to effectuate an
attornment or a subordination, as the case may be.
22.0 Attorney's Fees. If either party named herein brings an action to enforce the terms hereof or
declare rights hereunder, the prevailing party in any such action, on trial or appeal, shall be entitled to its
costs and reasonable attorney's fees, including all appeals, from the non -prevailing party.
23.0 Landlord's Access. Landlord and Landlord's agents shall have the right to enter the Premises at
reasonable times for the purpose of inspecting the same provided that Landlord shall use its best efforts
to not interfere with Tenant's operations. Landlord shall have the right to access the Premises with its
architects and contractors to inspect and review the Premises so long as such access does not interfere
with Tenant's operations and Landlord provides no less than three (3) days written notice of such entry.
24.0 Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
thereof, or a termination by Landlord, shall not work a merger, and shall, at the option of Landlord,
terminate all or any existing sub -tenancies or may, at the option of Landlord, operate as an assignment
to Landlord of any or all such sub -tenancies.
25.0 Quiet Possession. Upon Tenant paying the rent for the Premises and observing and performing
all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises subject to all of the provisions of this Lease.
26.0 Easements. Landlord reserves to itself the right, from time to time, to grant such easements,
rights, and dedications that Landlord deems necessary or desirable, and to cause the recordation of site
plans, restrictions and similar instruments so long as such easements, rights, dedications and restrictions
do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the
aforementioned documents upon request of Landlord and failure to do so shall constitute a material
breach of this Lease.
Page 11 of 15
27.0 Authori. Each individual executing this Lease on behalf of such entity represents and warrants
that he or she is duly authorized to execute and deliver this Lease on behalf of said entity.
28.0 Survival/Conflict. Each term, agreement, obligation or provision of this Lease to be performed
by Tenant shall be construed to be both a covenant and a condition, all of which shall survive the
expiration or termination of this Lease and any renewals or extensions of this Lease. Any conflict
between the typewritten provisions of this Lease and the handwritten provisions shall be controlled by
the handwritten provisions.
29.0 Notice Regarding Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are exposed
to it over time, levels of radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information may be obtained from your county public health unit.
30.0 Waiver of Trial by Jury. It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and hereby do WAIVE TRIAL BY JURY in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any matter arising out of or in
any way connected with this Lease.
31.0 Recording. At Landlord's request at any time during the Term, Tenant agrees to immediately
join in a Memorandum of Lease in form and content satisfactory to Landlord, which Memorandum, at
Landlord's sole discretion, may be recorded. In no event shall this Lease be recorded without the
Landlord's consent.
32.0 Time of the Essence. Time is of the essence in the performance of all obligations required
hereunder and all "days" referenced herein shall be deemed "calendar days" unless otherwise
specifically set forth.
33.0 Captions and Section Numbers. The captions and section numbers are for convenience only and
in no way shall be used to construe or modify the provisions set forth in this Lease.
WITNESS, the parties hereto have executed this Lease at the place on the dates specified
immediately adjacent to their respective signatures.
[SIGNATURE PAGES TO FOLLOW]
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Page 12 of 15
V \ .F 2.
Signed, sealed and delivered
In the presence of
Print Name:
Print Name:
SIGNATURE PAGE - TENANT
Page 13 of 15
Page 13 of 15
TAMARAC JEWISH CENTER, INC.
By:_
Name:
Title:
Date: , 2007.
SIGNATURE PAGE - LANDLORD
1.11:1►101C1];711
ATTEST: CITY OF TAMARAC
City Clerk
(CORPORATE SEAL)
Page 14 of 15
By:
Print Name: Jeffrey L. Miller
Title: City Manager
Date:
APPROVED AS TO FORM
By: 2aZ!
Office of the City Attorney
04111Y/
1 W4I I M 197.1w
LEGAL DESCRIPTION
Lots 6, 7, 8, 9, 10, 11, and 12, inclusive, Block 4, of LYONS INDUSTRIAL PARK, according to the
plat thereof recorded in Plat Book 71, Page 1B, of the Public Records of Broward County, Florida.
(Approximately 4.5 acres) said Property lying and being in BROWARD COUNTY, FLORIDA, along
with all buildings and fixtures attached thereto.
Page 15 of 15