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HomeMy WebLinkAboutCity of Tamarac Resolution R-2006-065Temp Reso #10945 April 10, 2006 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2006--Z A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN TAMARAC JEWISH CENTER INC. (SELLER) AND THE CITY OF TAMARAC (BUYER) IN THE AMOUNT OF SEVEN HUNDRED TWENTY FIVE THOUSAND DOLLARS ($725,000.00) FOR THE CITY TO PURCHASE 50,000+/- SQUARE FEET OF VACANT LAND FOR THE EXPANSION OF FUTURE ECONOMIC DEVELOPMENT INTERESTS; 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 50,000 +/- acre foot parcel which legally described as Lot 1, Block 3, 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 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; 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, funds are available to cover the costs of acquisition of said parcel; and WHEREAS, prior to acquisition the City shall complete due diligence as outlined in Section 3 of the agreement and otherwise ensure full and complete compliance with Section 166.045, F.S.; and Temp Reso #10945 April 10, 2006 Page 2 WHEREAS, the City Manager recommends execution of the Agreement between the City of Tamarac (Buyer) and Tamarac Jewish Center, Inc. (Seller) for the sale of a Lot 1, Block 3, Lyons Industrial Park (attached hereto as Exhibit 1) and authorization of the purchase in the amount of SEVEN HUNDRED TWENTY FIVE THOUSAND DOLLARS ($725,000.00); 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 an Agreement for Purchase and Sale of Real Property between Tamarac Jewish Center, Inc. (Seller) and the City of Tamarac (Buyer) in the amount of SEVEN HUNDRED TWENTY FIVE THOUSAND DOLLARS ($725,000.00) for the City to purchase 50,000+/- square feet of vacant land 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 Purchase and Sale of Real Property between Tamarac Jewish Center, Inc. (Seller) and the City of Tamarac (Buyer), a copy of said agreement is attached hereto as Exhibit 1. SECTION 3: The appropriate officials of the City of Tamarac, Florida hereby authorized to execute on behalf of the City of Tamarac, Florida the Agreement for purchase and sale of Real Property between Tamarac Jewish Center, Inc. (Seller) and the City of Tamarac (Buyer), a copy of said agreement is attached hereto as Exhibit 1. Temp Reso #10945 April 10, 2006 Page 3 SECTION 4: The appropriate officials of the City of Tamarac, Florida pursuant to the terms of the agreement and are hereby authorized to issue a draft in the amount of TWENTY FIVE THOUSAND DOLLARS ($25,000) made payable to the order of "W. Craig Eakin, Trust Account" and to deliver same to W. Craig Eakin, P.A. as Escrow Agent, said funds representing the deposit pursuant to the terms of section 2 of the agreement. SECTION 5: 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 the subject property (b) to obtain a Phase 1 Environmental Audit of the subject property, and (c) to obtain a boundary survey of the subject property, during the Inspection Period as stated in Section 3 of the agreement, all at the City expense. SECTION 6: The appropriate officials of the City of Tamarac, Florida are hereby authorized to obtain title insurance on the subject property in the amount of the purchase price from an authorized title insurer in the State of Florida, at City expense. SECITON 7: The appropriate officials of the City of Tamarac, Florida are hereby authorized to fund and to close the transaction contemplated in the agreement and upon the occurrence of all conditions precedent thereto and in accordance with Section 166.045, F.S., the appropriate officials of the City of Tamarac, Florida are specifically authorized to execute any and all documents required to complete the closing, including but not limited to, closing statements, standard closing affidavits, and assignments. 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 Temp Reso #10945 April 10, 2006 Page 4 application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 10: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this day of r (' , 2006. BETH LANSBALIM-TALABISCO MAYOR ATTEST: RECORD OF COMMISSION VOTE: MARION SWENSON, CMC MAYOR FLANSBAUM-TALABISCO CITY CLERK DIST 1: V/M PORTNER —4� DIST 2: COMM ATKINS-GRAD DIST 3: COMM. SULTANOF DIST 4: COMM. DRESSLER I HEREBY CERTIFY that I have approved this RESOLUTION as to form. SAMUEL S. GOREN CITY ATTORNEY I AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AGREEMENT made between TAMARAC JEWISH CENTER, INC., a Florida not for profit corporation, with a principal office located at 9101 NW 57" Street, Tamarac, FL 33351, (hereinafter referred to as "Seller"), and the CITY OF TAMARAC, a municipal corporation of the State of Florida, with offices for the transaction of business at 7525 NW 88'h Avenue, Tamarac, Florida (hereinafter referred to as "Buyer"). 1. PURCHASE AND SALE. The Seller agrees to sell and the Buyer agrees to purchase the following parcel of real property, located in the City of Tamarac, County of Broward, State of Florida, and described as follows: Lot 1, Block 3, LVONS INDUSTRIAL PARK, according to the Plat thereof as recorded in Plat Book 71, Page 1B, of the Public Records of Broward County, Florida. 2. -PURCHASE PRICE. The purchase price for the property described above shall be the sum of $725,000.00, said sum to be paid as follows: (A) DEPOSIT: Upon the execution of this Agreement by all parties, Buyer agrees to pay into escrow with W. Craig Eakin, P.A., (hereinafter referred to as "Escrow Agent"), the sum of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) as earnest money and partial payment for the Property (hereinafter referred to as the "Deposit"), and shall cause said Escrow Agent to furnish to Seller in writing an acknowledgment of receipt of said Deposit. The Deposit shall be held by Escrow Agent and utilized in accordance with the provisions of this Agreement. The Deposit, if this transaction closes, shall become a credit in favor of the Buyer against the purchase price at closing. If this transaction shall fail to close, the disposition of the Deposit shall be as provided herein, and the interest on the Deposit shall follow the Deposit and inure to the benefit of the party entitled thereto. Reference to the Deposit throughout this Agreement shall include any and all accrued interest thereon. (B) BALANCE TO CLOSE: Buyer shall pay to Seller the balance of the purchase price by certified funds, official City of Tamarac check or wire transfer at the time and place of Closing as hereinafter provided. Page 1 of 10 3. INSPECTION PERIOD. At the option of the Buyer, the obligation of Buyer to close this transaction is subject to the inspection rights stated in this section. Buyer shall have forty- five (45) days from the Effective Date of this Agreement (the "Inspection Period") within which to make Buyer's inspection and examination of all the Property. Buyer, being a municipal corporation of the State of Florida, is required by law to obtain two (2) real estate appraisals of the subject property during the Inspection Period. In the event that the average of the Buyer's real estate appraisals reflect that the fair market value of the Property is less than the purchase price, in order for Buyer to proceed to close the transaction, the City Commission of the City of Tamarac will have to approve proceeding with the transaction by a 4/5ths super majority vote. Accordingly, in the event that the average of the Buyer's real estate appraisals reflect that the fair market value of the Property is less than the purchase price, Buyer may extend the Inspection Period for an additional thirty (30) days, by delivering to Seller before 5:00 p.m. of the last day of said Inspection Period written notice of extension, so as to allow the City Commission of the City of Tamarac an additional thirty (30) days to consider and vote on the matter. In addition, in the event that Buyer's Phase I Environmental Audit of the Property recommends any further environmental investigation of the Property beyond the Phase 1 Environmental Audit, Buyer may extend the Inspection Period for an additional thirty (30) days, by delivering to Seller before 5:00 p.m. of the last day of said Inspection Period written notice of extension, so as to allow Buyer's environmental contractor an additional thirty (30) days to conduct the additional environmental investigation recommended. If, during the Inspection Period, or any extensions thereof, Buyer delivers to Seller a written statement stating that Buyer, in Buyer's sole discretion, determines that the Property is not suitable for its intended use and Buyer wishes to terminate this Agreement, the Deposit set forth herein shall be returned to Buyer, at which time this Agreement shall be null and void and Buyer and Seller shall have no further obligations under this Agreement. During the Inspection Period, and any extensions thereof, Buyer and Buyer's agents and other representatives shall have the right to enter upon the Property to inspect, examine, survey, photograph, obtain engineering inspections, environmental inspections, appraisals and otherwise do that which, in the opinion of Buyer, is necessary to determine the boundaries, acreage and condition of the Property and to determine the suitability of the Property for the uses Page 2 of 10 intended by Buyer in Buyer's sole and absolute discretion. After any entry on the Property, Buyer shall return the Property to the condition it was in prior to such entry or any tests made by the Buyer, including the re -compaction of any disrupted soil. All inspections or tests shall be at the sole expense of Buyer. Buyer shall timely pay for and, to the extent allowed by law, hold Seller harmless from liability for all tests, services, inspections, audits and examinations performed on Buyer's behalf under this Paragraph 3 so that the Property does not become subject to any liens. Buyer has no authority or right to create liens upon the Property. If such a lien occurs on account of Buyer's inspection activities, Buyer shall remove same by a statutory permitted bond or otherwise within five (5) days from Notice from Seller. 4. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date upon which the Buyer, through authorized City Officials, executes such. The parties agree that upon Seller's execution of this Agreement, Buyer shall cause the terms and conditions of this 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. 5. CLOSING. This Agreement shall be consummated and the purchase and sale concluded on or before thirty (30) days after the end of the Inspection Period set forth in paragraph 3, 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 Buyer. 6. TITLE INSURANCE OR ABSTRACTS. At least thirty (30) days prior to closing, Seller shall furnish to Buyer a copy of any existing title insurance policy or abstract of title relating to the Property that is in Seller's possession or control. Within twenty (20) days following delivery of title evidence, the Buyer shall obtain, at Buyer's expense, a title insurance commitment issued by a title insurance company authorized to conduct business in Florida, Page 3 of 10 showing title to the property to be good and marketable and vested in the Seller, 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: 7. OBJECTIONS TO TITLE. The Buyer shall have twenty (20) days following delivery of title evidence to make written objections to the state of title to the Property and/or written objections based on a current survey of the Property. If the Buyer has valid objections to the state of the title or survey objections, the Seller shall have a period of time, not to exceed sixty (60) days from the date of receipt of the Buyer's written objections, within which the Seller 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, the Buyer may, at its option to be exercised by written notice to the Seller 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 Buyer to take title, this Agreement shall be terminated and Buyer and Seller shall have no further obligations under this Agreement and the Deposit set forth herein shall be returned to Buyer. In the event that there are valid objections to the condition of the title or valid survey objections, then the closing will be held within ten (10) days after either elimination of the objections or receipt of notice from Buyer that it will accept title despite the existence of valid objections. S. ADJUSTMENTS. Buyer shall pay taxes and recording fees on notes, mortgages, and financing statements, if any. Buyer shall pay recording fees on the deed and Buyer's attorney's fees. Seller shall pay documentary stamps on the deed, recording fees for documents needed to cure title defects and Seller's attorney's fees. It shall be the obligation of Seller to discharge all liens against the Property at closing that may be released or satisfied by the payment of money alone and Seller may utilize the cash to close for this purpose. The parties shall prorate taxes and assessments as of the date of closing. The parties shall prorate the rent from Tenant, OmniPoint Page 4 of 10 Holdings, Inc./T-Mobile USA, Inc., as of the date of closing. Seller represents that Tenant, Nextel South Corp. has paid advance rent to Seller through February 16, 2007 and the parties agree that Seller shall be entitled to retain said advance rent from Tenant, Nextel South Corp., without any proration thereof. At least thirty (30) days prior to closing, Seller shall furnish to Buyer copies of all written leases and/or options encumbering the Property 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. Buyer shall pay for the title insurance commitment and title insurance. Seller shall pay to update title evidence or abstracting, as needed. 9. DEED. At the closing, the Seller shall convey good and marketable title to the Buyer by Warranty Deed, conveying the subject property free and clear of all liens and encumbrances, except as herein noted. At the closing, Seller shall also deliver the following documents: A. Affidavit from Seller stating that either there have been no improvements made to the Property 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 Seller consistent with Seller'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 Property. 10. REAL ESTATE BROKERS. Each party represents to the other party that no real estate broker or other person seeking compensation for arranging the sale of the Property has been employed, except as noted below: Selling Agent: Nate Caplan/Cenmark Realty Services, Inc. Address: 108 S.E. 81h Ave., Suite 114 Fort Lauderdale, FL 33301 Page 5 of 10 Telephone: (954) 423-2100 Facsimile: (561) 637-7762 Commission: Three percent (3%) to be paid by Buyer. Seller and Buyer 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 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. 11. NOTICES: Notices and written communications hereunder shall be given by regular U.S. mail or overnight commercial express delivery service to the other party as follows: To Buyer: 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 Seller: Tamarac Jewish Center, Inc. C/O Jeffrey Eisensmith, Esq. 5561 University Drive Suite 103 Coral Springs, FL 33067 Page 6 of 10 (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. 12. OPERATION OF PROPERTY DURING CONTRACT PERIOD. Seller will. continue to operate the Property and any business conducted on the Property in the manner operated prior to Seller's execution of this Agreement and will take no action that would adversely impact the Property, tenants, lenders or business, if any. Seller shall not, after the date Seller 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 the Property without Buyer's written consent thereto. 13. ESCROW AGENT. Escrow Agent agrees to hold, keep and deliver the Deposit set forth herein in accordance with the terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the saane to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. 14. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the Seller and the Buyer. 15. 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. 16. HEADINGS. Paragraph headings are for the purposes of convenience and identification only and shall not be used to interpret or construe the Agreement. 17. GENDER AND NUMBER. Whenever the singular or plural number, or masculine or feminine gender, is used herein, it shall equally include the other. 18. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Should litigation arise out of this Agreement, Page 7 of 10 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. 19. 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. 20. TIME. Time is of the essence of this Agreement. 21. RECORDATION. Neither this Agreement, nor any memorandum hereof shall be recorded in the Public Records of Broward County, Florida. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES TO FOLLOW1 Page 8 of 10 SIGNATURE PAGE - SELLER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. TAMARAC JEWISH CENTER, INC. By: '. Name: Lenny Kobry'mi ce Title: President Date: �1` 2006. Page 9 of 10 SIGNATURE PAGE - BUYER IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year shown below. Approved as to form: Samuel S. G ren, ty Attorney CITY OF TAMARAC By:i Print Name: Title: Mayor Dated:, .2006. By: Print Nai e Jeffrey L. Miller Title: City Mangier Dated:, 2006. Page 10 of 10 W. CRAIG EAKIN, P.A. ATTORNEY AT LAW T F I .F PHO N F. 954-5 66-7417 FACSIMILF 954-565-2392 April 10, 2006 Regina Skenandore City Manager's Office City of Tamarac 7525 NW 88"' Avenue Tamarac, FL 33321-2401 Re: City of Tamarac Purchase from Tamarac Jewish Center Dear Regina: Enclosed please find four (4) original counterparts of the Agreement For Purchase and Sale of Real Property re: Tamarac Jewish Center, Inc. (Please note that all four (4) of the enclosed documents are originals even thought the last version was signed in black ink) First, a copy of the Agreement should be incorporated into the Resolution for this matter as Exhibit 1. If the Commission approves the Agreement, I will need for all four (4) of the originals to be executed (i.e., signed and dated) by the Mayor and City Manager, and to obtain the City Attorneys signature approving same as to form. Once all four of the originals are executed on behalf of the City of Tamarac, one (1) original should be forwarded to the City Clerk for her files, and the remaining three (3) originals should be returned to my office. At this time I have nothing further to offer; however, should you have any questions or concerns please feel free to! ortia�t me at the office. �.... V W. Craig akin cc: Jeff Miller DJ Doody, Esq. WCE:tnt Enclosure 2900 East Oakland Park Boulevard, Fort Lauderdale, Florida 33306 Page I W. CRAIG EAKIN, P.A. ATTORNEY AT LAW TELEPHONE 954-566-7417 FACSiMTLE 954-565-2392 July 20, 2006 Ms. Diane Phillips City Manager's Office, City of Tamarac 7525 NW 88 Avenue Tamarac, FL 33321 Re: City of Tamarac's Purchase from Tamrac Jewish Center, Inc. Dear Diane: Enclosed herewith is a Closing Binder containing an original Closing Statement and a copy of the Seller's Documents for the above referenced transaction. Of even date herewith, I am sending the original Warranty Deed to the Board of County Commissioners for recording on the Public Records of Broward County. Once I receive the original, recorded Warranty Deed back from recording, I will forward to you the Warranty Deed together with the Owner's Title Insurance Policy. At this time I have nothing further to offer; however, should you have any questions or concerns please feel free to contact me at the office. With best regards, I remain, 01 W. Craig h WCE/tnt Enclosures CC w/encls.: DJ Doody, Esquire 2900 East Oakland Park Boulevard, Fort Lauderdale, Florida 33306 Page 1 F-q i Buyer's andTeller's Combined Closing Statement W. CRAIG EAKIN ATTORNEY AT LAW NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown, Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. NAME OF BUYER: City of Tamarac, a municipal corporation of the State of Florida ADDRESS OF BUYER: 7525 SW 88 Avenue, Tamarac, FL 33321 NAME OF SELLER: Tamarac Jewish Center, Inc., a Florida non-profit corporation ADDRESS OF SELLER: 9101 NW 57 Street, Tamarac, FL 33351 NAME OF LENDER: ADDRESS OF LENDER: PROPERTY NW Corner of NW 91 Ave & NW 57 ST LOCATION: Tamarac, FL 33351 SETTLEMENT AGENT: W. CRAIG EAKIN, ATTORNEY AT LAW 2900 EAST OAKLAND PARK BOULEVARD, FORT LAUDERDALE, FL 33306 PLACE OF SETTLEMENT: 2900 EAST OAKLAND PARK BOULEVARD, FORT LAUDERDALE, FL 33306 SETTLEMENT DATE: 7/19/2006 SUMMARY OF BUYER'S TRANSACTION SUMMARY OF SELLER'S TRANSACTION 100.GROSS AMOUNT DUE FROM BUYER 400. GROSS AMOUNT DUE, TO SELLER 101.Contract sales price 725 000.00. 401__Contract sales price 725 000.00 102.Personal property 402.Personal ro ert 103.Bu er's Expenses from pia. 2 line 1400 47 121.00 403. 404. 105, 405. Ad'ustm nts for items_p id eller in ajvancq Adjustments for items paid by seller in advance 106.Cit /town taxes to 406.Cit /town taxes to 107.County taxes to 407. County taxes to _ _ _ 108, Assessments to 408. Assessments to 109..._.._...._ to 409, to - 110. to 410. to 1 l r..__.._...W to 411. _._ ..._ _ _._W. to 412. to .__ 112. to 120.GROSS AMOUNT DUE FROM BUYER 772,121.00 420.GROSS AMOUNT DUE TO SELLER ' 725,000.00 200.AMOUNTS PAID BY OR IN BEHALF OF BUYER 500. REDUCTIONS IN AMOUNT DUE TO SELLER 201.Deposit or earnest money 50I.Excess deposit see instructions 202.Princi al amount of new loans 502. Settlement charges to seller line 1400 5,732,10 203.1 xjqjng loans) taken subject to 503. Existing loans taken subject to ,. 204. 504, Payoff of first mortgage loan 205.� 505. Pa off of second mortgage loan 206.Pri,ncipa] amount of seller financing 506,Principal amount of seller financing 207. 507. 208. 508. 209a 509a 209b 509b _ Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210,City/town taxes to 510.City/town taxes to 21 LCounty taxes to 511.County taxes to 212. Assessments to 512. Assessments to 213. ul Rent/TMobile to 513. July R nt TMobile to _ 214, to 514. to 215. 515. to 216. t 516. _�. 217_ to S 17. - - _ to _ _ --_ ... a 218. to .� __... 518. to _._ ._...__...._... 219. - to 519, to- 220.TOTAL AMOUNTS PAID BY OR IN BEHALF OF BUYER ' 25,000.00 121.TOTAL REDUCTIONS IN ' AMOUNT DUE SELLER 5,732.10 300.CASH AT SETTLEMENT FROM/TO BUYER 600.CASH AT SETTLEMENT TOTROM SELLER 30LGross amount due from buyer line 120 772 121.00 601.Gross amount due to seller line 420 725 000.00 302.Less amounts paid by/for buyer line 220 25 000.00 602.Less reductions in amount due seller line 520 5 732.10 303.CASH ® From ❑ To BUYER ' 747,121.00 603.CASH CX1 To ❑ From SELLER ' 719,267.90 PAGE 1 2900 EAST OAKLAND PARK BOULEVARD FORT LAUDERDALE, FL 33306 07004 Display systems, Inc. (963) 763.5555 - Laser Generated CE034R Buyer's an0eller's Combined Closile Statement PAGE 700. TOTAL SALES/BROKER'S QQM. based on Drice 72�,QQQ�p % _ BUYER'S EXPENSES SELLER'S EXPENSES Division of Commission line 700 as follows: 701. _ to 702. to 703. Commission paid at Settlement 704. 3 % Commision paid by Bu er to Cenmark Realty Services,mmInc._.._,- 21 750.00 _ 800. Items Payable In Connection With Doan 801. Loan Oriizination Fee % to $Q2. Loan Discount _ % to 803. Appraisal Fee to 8Q4r BRQxt to 805. Lender's Inspection Fee to 806. Mortgage Insurance Application Fee to 807, to 808. to Hey.__....._.._...___._._....._.-____._.._ t0 810. t0 .�._..__..�..._. _.__.._ 812._..^._.,..__,__._..� to 813. t to .- ...... ._._.__.__...._. 815. to 900. Items Required By Lender To Be Paid In Advance 901. Interest from 7/19/2006 to 8/l/2006 _ _ /dayT,_.,,_,.,,._,,,._,_ 902. Mortgage Insurance Premium for months to Hazard Insurance Premium for _ years to __��„ 904. years to 905. ears to 1000. Reserves Deposited With Lender 1001. Hazard insurancq monthsA 1002. Mortgage insurance months . ... ._.__._ per month 1003. City Dr _perty taxes __ _ monthsng, per month _]004L--Qounpr ert taxes__ h _}zgr.tu3]- 1005. Annual assessments monthsa per month 1 -0-0-- _._.....__ .__months(ap, _ - per _mon h 1007, t]1onthsO. per month _ 1008. months per month 1009. 1100. Title Charges 1101. Settlement or closing fee to W. Craig Eakin P,A. 250.00 1102. Abstract or title search to W. Craig Eakin P.A. 250.00 1 103. Title examination t_Q__W. Craig Ems, P.A, 150.00 1 19G. witIg iusurilneg binder to 1 l OS_ Document prepratic n 1 106, Notary fees t4 1 ]07.Attorney's fees to Craig Eakin, F.A. 8.627.50 T includes above items numbers:"t _W. _ _ 4W;, k ' 1_].Q8 Tile insurance to W. Craig Eakin. P,A _ 00.00 (includes above items numbers: s' n i d ;1, ,' _ 1109. Lender's covera e: Risk Premium _ INS AMT: ^^'' 1110. Owner's coverage: Risk Premium 3,700.00 INS AMT: 725,000.00 IIl0a 1 1 1 ] - Q9 Reporting to A r ' Titl In F ­ _ 10,00 1112. to 1113, to 1200. Government Recording and Transfer Charges 1201. Recording Fees: Deed 1 0 -M rta s a s R 1 as s 10. 0 1 10-00 1202. Cit /count tax/stam s: Deed • L-Mort a e s • S-Mort a e s 1203. S-taNLs, • -M - _ .. 5.0,75-QQL 1204. 1205. 1300. Additional Settlement Charges 1301. Survey to Accurate Land Surveyors 840.00 1302. Pest Inspection to 1303. Roof Inspection to 1309.-Yifs Et t to Florida Coastal Appraisal Services 5, 3_Q6,,.Apprai l___ t0 ; -h1,,9 -._- 5M0.00 1307. Phas an_vironm.� tal Audit Nutting Environmental of Florida Inc. 1,750.00 1308. July Rent Proration for T-Mobile Lease to Cfty of Tamarac 387.10 1309. Fedex to W. Craig Eakin P,A. 25,00 1400. Total Settlement Charges (enter on Buyer line 103, and on Seller line 502, Page 1) 47,121.00 5,732.10 CERTIFICATION DATE: 7/,T/2006 I have carefully reviewed this Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of this Settlement Statement. City of Tamarac, a municipal corporation of the State Tamarac Jewish Center, Inc., a Florida non-profit of Florid corporation flx:___.,._ _ Buyer By: Seller Jeffrey L. er, C y Manager Lenny Kobryniec, President Buyer Seller DATE: 7/ 19/2006 C E034 R Buyer's and Seller's Combined Closing Statement W. CRAIG EAKIN ATTORNEY AT LAW NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. NAME OF BUYER: City of Tamarac, a municipal corporation of the State of Florida ADDRESS OF BUYER: 7525 SW 88 Avenue, Tamarac, FL 33321 NAME OF SELLER: Tamarac Jewish Center, Inc., a Florida non-profit corporation ADDRESS OF SELLER: 9101 NW 57 Street, Tamarac, FL 33351 NAME OF LENDER: ADDRESS OF LENDER: PROPERTY NW Comer of NW 91 Ave & NW 57 ST LOCATION: Tamarac, FL 33351 SETTLEMENT AGENT: W. CRAIG EAKIN, ATTORNEY AT LAW 2900 EAST OAKLAND PARK BOULEVARD, FORT LAUDERDALE, FL, 33306 PLACE OF SETTLEMENT: 2900 EAST OAKLAND PARK BOULEVARD, FORT LAUDERDALE, FL 33306 _SETTLEMENT D --.SUMMARY F UYER'S TRAN56&TION SUMMARY OF SELLER'S TRANftQTI0N I T R UE TO SELLER MACantraot sales price .,, .Q.. QOI.Contract sales price _._ .... 402.PeTsonal property 725 000.00 92 e 103 14Q0 7,1.21, _. uts for items p,&dby seller W_ad= 106.CityljQwn taxes to to ___.4,QJCounIy taxes 1 WLAssessments _... _. to _ —_to to 110 _ Ill, to 411 to 120.GROSs AMOUNT DUE FROM BUYER , 772,121.00 420,GROSS AMOUNT DUE TO SELLER ' 725,000.00 200-AMOUNTS PAID BY OR IN BEHALF OF BUYER 500. REDUCTIONS IN AMOUNT DUE TO SELLER i rjcce pal amount of new loan( _ line loan(sl taken Subject to 04. _. 5 4 , Payoff of first mQd&a&tJQap - - - 205, Payoff of second mg zageloan _.505, 1 462rincipal amount of seller financ' 7 208, _ .... ..._ 509. 209a 509 Opb 509b Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. 'Ity/towntaxes to 5 0 • taxes 21 I.Couro taxes_ tosll.coulmtaxes to ,,g9Sments _ to ttlyRent/TMabile..,,_ to 513.July Rent/TMobile - ...__...._ 1 �I. _ 215, to 515 to to to 217. S — - 2I.K. to 518, 219. to __.Jo_ 519. t 220.TOTAL AMOUNTS PAID BY OR IN BEHALF OF BUYER , 25,000.00 520.TOTAL REDUCTIONS IN AMOUNT DUE SELLER 5,732.10 300.CASH AT SETTLEMENTFRomrrO BUYER 600.CASH AT SETTLEMENT TO/FROM SFL,I.FR 301.Gross amogat due from bu line 120 772 121.00 601.Gro s amouUt dge to seller line 420 725,000,00 302 I, is Raid by/for buyer (line 220 25 000.00 602, Less reductions in mount due seller S 5,732.10 303.CASH R From ❑ To BUYER 747,121.00 603.CASH 52 To ❑ From SELLER / 719,267.90 YAUE 1 2900 EAST OAKLAND PARK BOULEVARD FORT LAUDERDALE, FL 33306 MOO Dl,phy 5,ae , Ins. (863) 763-5553- L w Can .r d CE034R Buyets and Seller's Combined Closinatatement PAGE T ALE I{E e 725,000.00 % _ BUYER'S EXPENSES SELLER'S EXPENSES Divisi f on 1' p follom7 1. tO to 704. 3 ° otntni i id b B t Cenmark Real es Inc. 2175 00. Items Pa ab e n onnectlon tth Loan 41. Loan Origination . % to __ 802, Lo Discount % to _......_.._ _ 803. Appraisal Fee M Credit Report 10 Lender's Insne_ _-_to 806. t 810, to 811 in to to814 _ to 900. Items R uired By Lender To Paid In Advance j__Interest from 902 MQrlggge insurance ium f r thsto - 9 -Y ars to _ _... .. 905. years to 1000. Reserves DeFo—sited With Lender 1001 hazard insurance „-_ ,_,- monthsQ per month City PIQPCEIY Lues months( __ _._Months(al per- 1005 assessments __ nionthsa per month Q6. _ monthsonth � � per.Jn 1008. _months( per month _ 1009. 1100. Title Charges IML&Zlaxneut or closing fee,. __to W. Craig Eakin_ P-A., Q _ _- 1102, pr title search ., to W- Craig Eakin_ P�A--„ ,..._.. _ .__......_. 250.00 1103, Title ex urination -„to W. Craig Eakin- PA - -- 150.00 IMLD-Oculn.., to _ 1 06, Notary ees _I. 1107, AntimeY's feesto W Craig Eakin RA. &627 50 _. (includes above items numbers: ,. q "` "i above itemsisk pour "i yi RFremium 3700.00 INS AMT: 725,000.00 __. _ 1112. _...- 1113. to " —_- --- 1200. Recording and TraiasreLLhaMes �0-OU 1202. . sta I� m�etl $, _075 00; L-Mort¢,0, e(sl 5-Mortaaee,(g�.___ 1203oP g.. ___�5-075.00 1204. -- 1205. 1300. Additional Settlement Charges 1301. Survey A—, 1302, st Inspection _— o to Q4._Wire Fee to W • •. __ lrcaig Eakin__ P A �....�,.... 00'. 6, Appraisal _, to Woolslair & Associates, Inc, 500000 07. 1308, July Rent Proration for T-Mobile Leasg to City of T ;arse 387.10 _ ...... 11309.EgdoX to W. QWjz Eakin.RA. 25.001 —.., 1400. Total Settlement Charges (enter on Buyer line 103, and on Seller line 502, Page 1) 47,121A0 1 5,732.10 415K1 t M IC:A I1UN D E: 7/19/2006 1 have carefully reviewed this Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement f all re tpts and disbursements made on my account or by me in this transaction. I further certify that I have receiv a copy of this em t S ement. City of Tamarac, a municipal corporation of the State Tamarac Jewish enter, Inc., a r a n-pr it of Florida corporationBy f Buyer By: Seller Jeffrey L. Miller, City Manager Lenny Ko �µmec Pecs Bv:------.-.. _ Buyer _ Seller DATE: 7/19J2006 CE034R This instrument prepared bo JEFFREY R. EISENSMITH, P.A. 5561 N. University Drive, Suite 103 Coral Springs, FL 33067 Return to: W. CRAIG EAKIN, P.A. 2900 E. Oakland Park Blvd. Fort Lauderdale, FL 33306 TAX ID Number(s): MAMA !,41,41121 SIM U 01 M 1 This Indenture, made this �0- day of 3 Ulu I , 2006, Tamarac Jewish Center, Inc., a Florida non-profit corporation ("Grantor"), and City of Tamarac, a municipal corporation of the State of Florida, whose address is 7525 NW 881h Avenue, Tamarac, Florida ("Grantee") WITNESSETH: That said Grantor, for and in consideration of the sum of Ten and No/100 ($10,00) Dollars, and other good and valuable considerations, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said Grantee, and Grantee's heirs and assigns forever, the following described land, situate, lying and being in Broward County, Florida, to -wit: Lot 1, Block 3, LYONS INDUSTRIAL PARK, according to the Plat thereof as recorded in Plat Book 71, Page 1B, of the Public Records of Broward County, Florida SUBJECT to covenants, conditions, restrictions, reservations, limitations, easements and agreements of record, if any; taxes and assessments for the year 2006 and subsequent years TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anyways appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the Grantor does hereby covenant with said Grantee that they are lawfully seized of said land in fee simple; that they have good right and lawful authority to sell and convey said land; that they hereby fully warrant the title to said land and will defend the same against the lawful claims of all person whomsoever; and that said land is free of all encumbrances. ("Grantor" and "Grantee" are used for singular or plural, as context requires and include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations). 0 • IN WITNESS WHEREOF, Grantors have hereunto set Grantors' hands and seals the day and year first above written. SIGNED, SEAD AND DELIVERED IN PRESENCE 6F US: Witness S Witness Print the i nature 1_ Witness Print STATE OF FLORIDA COUNTY OF BROWARD TAMARAC JEWISH CENTER, INC. Leonard o 09 c, President I Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared LEONARDO KOBRYNIEC, President of Tamarac Jewish Center, Inc., known to me to be the person(s) described in and who executed the foregoing instrument, who acknowledged before me that he/she/they executed the same, that I relied upon the following form(s) of identification of the above named person(s): and that an oath (was) Witness my hand and official seal in the County am A.D. 2006. My Commission Expires: Notary Si as not) taken. tate last aforesaid this day of Notary Signature JE>FFLY R. F(SENISN/11TH MY (OMMISSION �: DD365043 EXPIRES: Nt)vember 28, 2008 1�00.7•NOTARY YI. 1J01ary [)IH�'f�unl Acsw. G. NSFERORS (SELLERS) AFFI.DAV* STATE OF FLORIDA ) SS COUNTY OF BROWARD ) BEFORE ME, the undersigned notary public, personally appeared Lenny Kobrymec, President, Tamarac Jewish Center, Inc. ("the Affiant"), who having been first duly sworn according to law, depose and state that: 1. Tamarac Jewish Center, Inc., a Florida not -for -profit corporation, is the transferor (seller) of the following described real property located in Broward County, Florida: Lot 1, Block 3, LYONS INDUSTRIAL PARK, according to the Plat thereof as recorded in Plat Book 71, Page IB, of the Public Records of Broward County, Florida Affiant's attention has been brought to Section 1445 of the Internal Revenue Code which became effective on January 1, 1985, which Statute contains in part the following language: "Except as otherwise provided in this Section, in the case of any disposition of a United States real property interest (as defined in Section 897(c) by a foreign person, the transferee shall be required to deduct and withhold a tax equal to ten percent of the amount realized on the disposition." 3. Further, Affiant's attention has been brought to the fact that said Code further provided for a waiver of the deduction in withholding requirement, provided one of several exemptions is complied with, one of said exemptions being that the transferor (seller) is not a "foreign person" as defined by the Statute. 4. Affiant(s) affirmatively states, under oath, that Affiant(s) is (are) not a "foreign person" as defined by Internal Revenue Code Section 1445, and that Affiant(s) is (are) citizen(s) and resident(s) of the United States, whose address is q 101 1AU) 5-1 Cf `( - FL ,and whose U.S. Social Security number or U.S. Taxpayer Identification number is 561 — j pD ;S0 5 S 5. This Affidavit is made for the purpose of inducing CITY OF TAMARAC, a municipal corporation of the State of Florida, as transferee, and W. Craig Eakin, P.A,, as closing agent, to not collect a portion of the settlement funds and otherwise comply with Section 1445 of the Internal Revenue Code listed above, and to further induce ATTORNEYS' TITLE INSURANCE COMPANY, INC., as issuing agent, to issue title insurance to the property without exception for any loss or damage arising out of Internal Revenue Code Section 1445, and with the knowledge on the part of Affiant(s) that the foregoing person and entities will be fully relying upon the statements made by Affiant(s) in this Affidavit. 6. All statements made by Affiant(s) in this Affidavit are true and correct, under penalty of perjury, as required by Section 1445 of the Internal Revenue Code of the United States of America. FURTHER YOUR AFFIANT SAYETH NAUGHT. IN WITNESS WHEREOF, Grantors have hereunto set Grantors' hands and seals the day and year first above written. SIGNED, SEAAD AND DELIVERED IN PRESEN OF US: Witness ILP=Il Witness Print TAMARAC JEWISH CENTER, INC. . .............. BY: Le9nar-d6-ko m ie_ ,, resident / // ;/1- Witnes, S gnature Witness Print STATE OF FLORIDA COUNTY OF BROWARD I Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared LEONARDO KOBRYNIEC, President of Tamarac Jewish Center, Inc., known to me to be the person(s) described in and who executed the foregoing instrument, who acknowledged before me that he/she/they executed the same, that I relied upon the following form(s) of identification of the above named person(s): and that an oath (was)(was not) taken. Witness my hand and official seal in the County and S1 last aforesaid this -day of A.D. 2006. Notary Si Printed Notary Signature My Commission Expires: qY 11 f1' 1. 3rG FF `�, JEFN MMISSinNS Ur 3�5pq�3 EOFF °��° I-eap-3-N01AkY 6:XP1RE5: Ncvcrnlx'r g, i003 1:1 Nc ,lry DIsal�uit Am,v, Co. iAffkyll Qf Q042 STATE OF FLORIDA COUNTY OF BEFORE ME, the undersigned notary public, personally appeared Lenny Kobryniec, President, Tamarac Jewish Center, Inc. ("the Affiant"), who having been first duly sworn according to law, depose and state that: 1. Affiant(s) has personal knowledge of all matters set forth in this Affidavit. 2. Tamarac Jewish Center, Inc. (hereinafter "OWNER"), is the owner of fee simple title to certain real property (hereinafter referred to as the "PROPERTY") situate in Broward County, Florida, more particularly described as follows: Lot 1, Block 3, LYONS INDUSTRIAL PARK, according to the Plat thereof as recorded in Plat Book 71, Page 1B, of the Public Records of Broward County, Florida subject only to taxes for the year 2006 and subsequent years. 3. The OWNER has been vested with title to the PROPERTY since -1 Z /(78-7 4. The OWNER'S title to and possession and enjoyment of the PROPERTY have been open, notorious, peaceable and undisturbed. Neither the OWNER'S title to nor possession of the PROPERTY has ever been disputed or questioned nor is the OWNER aware of any facts by reason of which the title to, or possession of, the PROPERTY or any part of it or any personal PROPERTY located on it might be disturbed or questioned or by reason of which any portion of it or any personal PROPERTY located on it might be adversely asserted. 6. There are no other parties in possession except for Nextel South Corp. and T Mobile South, LLC. 7. There are no disputes concerning the location of the boundary lines of the PROPERTY. 8. That the OWNER has not caused any structure or appurtenance to be placed on the PROPERTY which is in violation of applicable building and/or zoning codes. 9. There are no security agreements, financing statements, title retention contracts or personal property leases affecting any materials, fixtures, appliances, furnishings or equipment placed on or installed in or on the PROPERTY or the improvements located on it. 10. There are no actions, proceedings, judgments, bankruptcies, liens, mortgages, encumbrances or executions recorded among the public records of Broward County, Florida or any other county in Florida or pending against the OWNER in the courts of Broward County, Florida or any other courts. 11. No improvements or repairs have been made to the PROPERTY during the 90 day period immediately preceding the date of this Affidavit, and there are no unpaid bills of any nature, either for labor or materials used in making improvements or repairs on the PROPERTY, or for services of architects, surveyors or engineers in connection with the PROPERTY. 12. Subsequent to r, 1 2.3 , the OWNER has not and the OWNER hereby agrees and represents that they wilt not execute any instrument, or do any act, whatsoever, that in any way would or may affect the title to the PROPERTY, including but not limited to the mortgaging or conveying the PROPERTY or any interest in it or causing any liens to be recorded against the PROPERTY or the OWNER. 13. This Affidavit is made for the purpose of inducing W. Craig Eakin as closing agent for Attorneys' Title Insurance Fund, Inc., as issuing agent, to issue a Title Insurance Policy. FURTHER YOUR AFFIANT SAYETH NAUGHT. DATED this 1 41 - day of ��� , 2006. SIGNED, SEALE ND DELIVERED TAMARAC JEWISH CENTER, INC. J IN PRESENCE F S: Witness Si Witness Print e' W� n s ' n ture Witness Print STATE OF FLORIDA COUNTY OF BROWARD BY: Leoinardo K � �e Pr esid��t I Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared LEONARDO KOBRYNIEC, President of Tamarac Jewish Center, Inc., known to me to be the person(s) described in and who executed the foregoing instrument, who acknowledged before me that he/she/they executed the same, that I relied upon the following form(s) of identification of the above named person(s): and that an oath (was)( as not) taken. Witness my hand and official seal in the County a� State last aforesaid this day of A.D. 2006. My Commission Expires: Notary S Notary Signature W'�rw,F4lLd`ys'�yP:w'+r';.q.:y- e..d a„„a:b •!�, JEFFREYI.:c.I5�:h1`,Pr:'iH. MY ('OMMSSION DU.16504 o`' FX(iRFS: :uv mbrr S' 20(2 or F0� i-x x)• -No rnxti r i, w.�,ry Qrsa-um nix, c„ .�po-n� ,drelA�raPoe'' 0 0 CERTIFIED COPY OF RESOLUTION OF SHAREHOLDERS AND BOARD OF DIRECTORS OF TAMARAC JEWISH CENTER, INC. The undersigned, LEONARDO KOBRYNIEC, the President of TAMARAC JEWISH CENTER, INC., a Florida corporation, does hereby certify that a meeting of the Board of Directors and Stockholders of said corporation was duly called and held in Fort Lauderdale, Florida, on the 10`h day of January, 2006, in which the necessary quorum of directors were present and voted, the following resolution was adopted: RESOLVED, that the Corporation is hereby authorized to execute any and all documents and instruments required to effect the terms of the Purchase and Sale Agreement with the City of Tamarac, a municipal corporation of the State of Florida, and that the corporation shall perform any and all obligations, exercise any and all rights created under or by virtue of said documents and instruments. It is further RESOLVED, that the President of the Corporation, LEONARDO KOBRYNIEC is hereby authorized to execute on behalf of the Corporation all documents and instruments necessary to consummate the transaction. The undersigned further certifies that the Meeting of the Board of Directors and Shareholders of which the foregoing resolution was adopted was regularly called and held in accordance with the By -Laws of the Corporation, that the resolution is in accordance with the By -Laws, and that the acts authorized by the resolution are in the powers and scope of the authority of the Corporation, and that the resolution has not been modified or rescinded. Dated this ( �,jj_t<-day of J U t-11 2006. Tamarac Jewish Center, Inc. a Florida corporation 4onardo nt