R25-2701
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RESOLUTION NO. R25-270
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
BEACH, FLORIDA, APPROVING THE CITY'S PURCHASE OF 670 OAKS
STREET FROM SELLERS DEBORAH CANEPA AND SCOTT PICARDY IN
THE AMOUNT OF SIX MILLION EIGHT HUNDRED THOUSAND AND
00/100 DOLLARS ($6,800,000.00) TO BE USED AS A PUBLIC PARK; AND
FOR ALL OTHER PURPOSES.
WHEREAS, the current owners, Deborah Canepa and Scott Picardy ("Sellers") of the
property located at 670 Oak Street, Boynton Beach, FL (the "Property"), have offered to sell the
Property to the City in the amount of Six Million Eight Hundred Thousand and 00/100 Dollars
($6,800,000.00) to be used as a public park; and
WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
best interests of the City's citizens and residents to approve the City's purchase of 670 Oaks Street
from Sellers Deborah Canepa and Scott Picardy in the amount of Six Million Eight Hundred
Thousand and 00/100 Dollars ($6,800,000.00) to be used as a public park.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
BEACH, FLORIDA, THAT:
SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
being true and correct and are hereby made a specific part of this Resolution upon adoption.
SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
approve the City's purchase of 670 Oaks Street from Sellers Deborah Canepa and Scott Picardy in
the amount of Six Million Eight Hundred Thousand and 00/100 Dollars ($6,800,000.00) to be used
as a public park.
SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
approve a Purchase and Sale Agreement between the City ("Buyer') and Deborah Canepa and
Scott Picardy ("Sellers") for the City's purchase of 670 Oaks Street in the amount of Six Million
Eight Hundred Thousand and 00/100 Dollars ($6,800,000.00) (the "Agreement"), in form and
substance similar to that attached as Exhibit A.
RESOLUTION NO. R25-270
32 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
33 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
34 term extensions as provided in the Agreement, provided such documents do not modify the
35 financial terms or material terms. The Mayor is further authorized to execute any necessary
36 documents to accomplish the purchase of the property.
37 SECTION S. The City Clerk shall retain the fully executed Agreement as a public record
38 of the City. A copy of the fully executed Agreement shall be provided to Gail Mootz to forward
39 to the Sellers.
40 SECTION 6. The City Commission of the City of Boynton Beach, Florida, hereby
41 authorizes the City Manager to negotiate the final deed restriction, subject to approval of form by
42 the City Attorney.
43 SECTION 7. This Resolution shall take effect in accordance with the law.
44 [SIGNATURES ON THE FOLLOWING PAGE]
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RESOLUTION NO. R25-270,, Lt 1� �
PASSED AND ADOPTED this day of T)0 xr 2025.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor - Rebecca Shelton
Vice Mayor - Woodrow L. Hay
Commissioner - Angela Cruz
Commissioner - Thomas Turkin
Commissioner -Aimee Kelley
VOTE
n
MayleeD J sus, MPA, NyM�1C Rebec a Shelton
City Clerl / Mayor
NTpN APPROVED AS TO FORM:
(Corporate Seal) ��•'�RPO�TF'•eFy
A.
IT "
.INCORPORATED.
192 •.� Shawna G. Lamb
'••.........
FCORIOP City Attorney
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Purchase and Sale Agreement
Page 1 of 17
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into
as of the Effective Date (hereinafter defined), by and between CITY OF BOYNTON BEACH, a
municipal corporation (hereinafter "PURCHASER"), and Deborah Canepa and Scott E. Picardy
(together, hereinafter "SELLER"). PURCHASER and SELLER may be referred to herein individually
as a "party" and collectively as the "parties."
In consideration of the mutual covenants and agreements herein set forth, the Parties hereto
agree as follows:
1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to
PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and
conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the
"Properties") and more particularly described as follows:
That tract of land marked on W.S. Shepard's Plat of the
Subdivision of Sam Brown Jr's. Subdivision of the South %2 of
fractional Section 15, Township 45 South, Range 43 East, said Plat
being on record in Palm Beach County, Florida, in Plat Book 8,
Page 8, and the land being marked on said Plat "Reserve" lying
east of Lot 1, Block 2, and extending to Lake Worth and being
146.7 feet North and South and 400 feet East and West, more or
less, extending to Lake Worth and all riparian rights, less the West
25 feet thereof.
Also that certain tract of land lying between the North and South
Boundary lines of the aforesaid parcels of land referred to herein
as "Reserve", said land being described and dedicated as Palm
Way on the aforementioned W.S. Shepard's Plat.
2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property
shall be Six Million Eight Hundred Thousand Dollars ($6,800,000.00), payable in cash, by wire
transfer of United States Dollars at the Closing.
3. DEPOSIT.
3.1 Earnest Money De osit. Within five (5) Business Days after the execution
of the Purchase Agreement by both parties, PURCHASER shall deliver to Integrity Land Title,
Attention to Leslie Mendenhall, ("Escrow Agent"), located at 2010 Vista Pkwy, Suite 130, West
PURCHASER's Initials:�-
SELLER's Initials: C
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Purchase and Sale Agreement
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Palm Beach, FL, a deposit in the amount of Three Hundred Thousand Dollars ($300,000) the
"Deposit").
3.2 Application/Disbursement of Deposit. The Deposit shall be applied and
disbursed as follows:
The Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for
such amount against the Purchase Price. If this Agreement is terminated during the Feasibility
Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the
PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the
Deposit shall be delivered to (or retained by, as applicable) the non -defaulting Party, and the
non -defaulting Party shall have such additional rights, if any, as are provided in Section 12.
3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to
receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper
authorization and in accordance with Florida law and the terms of this Agreement. The parties
agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to
PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this
Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow,
due to competing claims to the Deposit from SELLER and PURCHASER, Escrow Agent will
recover reasonable attorney's fees and costs which, pursuant to court order, are to be paid
from the escrowed funds which are charged and awarded as court costs in favor of the
prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent
consents to arbitrate.
4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the
date when the last one of the SELLER and PURCHASER has signed this Agreement.
5. CLOSING. The purchase and sale transaction contemplated herein shall close on
or before 120 days from the Effective Date (the "Closing"), unless extended by other provisions
of this Agreement or by written agreement, signed by both parties, extending the Closing.
6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by
Warranty Deed complying with the requirements of the Title Commitment (hereinafter
defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear
of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other
conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real
estate taxes and special assessments for the year of Closing and subsequent years not yet due
and payable; and (b) covenants, conditions, easements, dedications, rights-of-way and matters
of record included on the Title Commitment or shown on the Survey (defined in Section 7), to
PURCHASER's Initials: ,�,
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which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section
7.1 and Section 7.2 hereof.
7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have seventy-five
(75) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's
expense, to make inquiries to determine if the Property is suitable for its intended use and to
enter upon the Property, at any time and from time to time with reasonable notice to SELLER
and so long as said investigations do not result in a business interruption, to perform any and all
physical tests, inspections, valuation appraisals and investigations of the Property, including but
not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary.
During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute
discretion, to terminate this contract and receive back all deposits hereunder. Suppose
PURCHASER elects to terminate this Agreement in accordance with this Section. In that case,
PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective
Date, subject to such disturbance as was reasonably necessary or convenient in the testing and
investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage
caused to the Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at
no cost, all reports and other work generated as a result of the PURCHASER's testing and
investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and
against all claims, losses, expenses, demands and liabilities, including, but not limited to,
attorney's fees, for nonpayment for services rendered to PURCHASER (including, without
limitation, any construction liens resulting therefrom) or for damage to persons or property
(subject to the limitation on practicability provided above) arising out of PURCHASER's
investigation of the Property. However, PURCHASER's indemnification obligations shall not
exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER
does not waive its sovereign immunity rights. SELLERS' obligations under this Section shall
survive the termination, expiration or Closing of this Agreement. If, at the end of the Feasibility
Period, PURCHASER has not elected to terminate this Agreement, PURCHASER shall within five
days deliver to Escrow Agent Five Thousand Dollars ($5,000.00), which upon delivery, shall be
considered a part of the Deposit for all purposes hereunder.
7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER
shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER
(hereinafter "Title Company"), a Title Commitment covering the Property and proposing to
insure PURCHASER in the amount of the Purchase Price subject only to the Permitted
Exceptions, together with complete and legible copies of all instruments identified as conditions
or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding
utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by
Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title
Commitment and deliver written notice to SELLER no later than thirty (30) days after the
Effective Date notifying SELLER of any objections PURCHASER has to the condition of title
PURCHASER's Initials:
SELLER's Initials: C
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Purchase and Sale Agreement
Page 4 of 17
(hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER
within the aforesaid review period, title shall be deemed accepted subject to the conditions set
forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER
shall have thirty (30) days to diligently and in good faith undertake all necessary activities to
cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is
unable to cure and remove, or cause to be cured and removed, the Title Objections within the
Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and
absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for
one additional thirty (30) day period (hereinafter "Extended Cure Period," or (ii) accepting the
title as -is condition and proceeding to Closing under the terms of this Agreement, or (iii)
canceling and terminating this Agreement, in which case, the Deposit shall be returned to
PURCHASER and the Parties shall have no further obligations or liability hereunder, except for
those expressly provided herein to survive termination of this Agreement. If the SELLER is
unable to cure PURCHASER's Title Objections within the Extended Cure Period, PURCHASER
may terminate the Agreement and receive a return of its Deposit or may proceed to Closing
under the terms of the Agreement.
Prior to the Closing, PURCHASER shall have the right to cause the Title Company
to issue an updated Title Commitment ("Title Update") covering the Property. If any Title
Update contains any conditions which did not appear in the Title Commitment, and such items
render title unmarketable, PURCHASER shall have the right to object to such new or different
conditions in writing prior to Closing. All rights and objections of the Parties with respect to
objections arising from the Title Update shall be the same as objections to items appearing in
the Title Commitment, subject to the provisions of this Section.
7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a
current boundary survey (the "Survey") of the Property, indicating the number of acres
comprising the Property to the nearest 1/100th of an acre. If the Survey discloses
encroachments on the Property or that improvements located thereon encroach on setback
lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or
applicable governmental regulations, the same shall constitute a title defect and shall be
governed by the provisions of Section 7.1 concerning title objections.
7.3 SELLER Deliveries.
SELLER shall deliver to PURCHASER the following documents and instruments
within ten (10) days of the Effective Date of this Agreement, except as specifically indicated:
7.3.1 Copies of any reports or studies (including engineering,
environmental, soil borings, and other physical inspection reports), in SELLER's possession or
control with respect to the physical condition or operation of the Property, if any.
00704498-1
4905-3730-0074, v. 1
PURCHASER's Initials
SELLER's Initials. ��
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Purchase and Sale Agreement
Page 5 of 17
7.3.2 Copies of all licenses, variances, waivers, permits (including but
not limited to all surface water management permits, wetland resource permits, consumptive
use permits and environmental resource permits), authorizations, and approvals required by
law or by any governmental or private authority having jurisdiction over the Property, or any
portion thereof (the "Governmental Approvals"), which are material to the use or operation of
the Property, if any.
7.3.3 Prior to the Closing Date, SELLER shall execute and deliver to
PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's
sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those
Governmental Approvals, or portions thereof which are applicable to the Property, that
PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from
any Governmental Approvals. SELLER warrants that there will not be, at the time of Closing,
any unrecorded instruments affecting the title to the Property, including, but not limited to any
conveyances, easements, licenses or leases.
7.4. Deed Restriction. During the Feasibility Period, SELLER and PURCHASER may
agree to the form of a restrictive covenant or similar document ("Deed Restriction") that shall
burden the Property, which restrictive covenant shall be subject to approval by the City
Commission of the City of Boynton Beach. If the parties are unable to agree to a Deed
Restriction that is mutually acceptable to both parties during the Feasibility Period, either party
may terminate this Agreement at which point the Deposit shall be returned to PURCHASER and
the parties shall proceed as if the Agreement were terminated pursuant to Paragraph 7. If the
parties agree to the form of a Deed Restriction, and such Deed Restriction receives City
Commission approval, such Deed Restriction shall be executed at Closing and recorded in the
Official Record Books of the Public Records of Palm Beach County. PURCHASER expressly agrees
that any objection to title based on the agreed-upon, duly executed Deed Restrictions is hereby
waived by PURCHASER, and such Deed Restrictions shall be deemed "Permitted Exceptions"
under Section 4(a) of this Agreement, notwithstanding any provision in this Agreement to the
contrary; PURCHASER's acceptance of the Deed at Closing shall be deemed conclusive evidence
of PURCHASER's acceptance of the Property subject to the Deed Restrictions, and this provision
shall survive the Closing.
8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the
purchase of the Property unless each of the following conditions (collectively, the "Conditions
to Closing") are either fulfilled or waived by PURCHASER in writing:
8.1. Representations and Warranties. All of the representations and
warranties of SELLER contained in this Agreement shall be true and correct as of Closing.
i /
PURCHASER's Initials:- °�
SELLER's Initials: C
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Purchase and Sale Agreement
Page 6 of 17
8.2. Condition of Property The physical condition of the Property shall be the
same on the date of Closing as on the Effective Date, reasonable wear and tear excepted.
8.3. Pending Proceedings. At Closing, there shall be no litigation or
administrative agency or other governmental proceeding of any kind whatsoever, pending or
threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER.
8.4. Compliance with Laws and Regulations. The Property shall be in
compliance with all applicable federal, state and local laws, ordinances, rules, regulations,
codes, requirements, licenses, permits and authorizations as of the date of Closing.
8.5. Occupancy. The property shall be conveyed to the PURCHASER at time
of closing unoccupied.
9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared,
the Closing Documents set forth in this Section, except for documents prepared by the
PURCHASER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be
executed and delivered to PURCHASER the following documents and instruments:
9.1. Deed. A Warranty Deed (the "Deed") conveying to PURCHASER valid,
good, marketable and insurable fee simple title to the Property free and clear of all liens,
encumbrances and other conditions of title other than the Permitted Exceptions.
9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's
affidavit attesting that, to the best of its knowledge, no individual or entity has any claim
against the Property under the applicable construction lien law; and that there are no parties in
possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non -
foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its
affidavits referenced above, the same shall be deemed an uncured title objection.
9.3. Closing Statement. A closing statement setting forth the Purchase Price,
the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs
and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall
also execute and deliver at Closing.
9.4. Corrective Documents. Documentation required to clear title to the
Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions.
9.5. Additional Documents. Such other documents as PURCHASER or the Title
Company may reasonably request that SELLER execute and deliver, and any other documents
PURCHASER's Initials• -/,�—..
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Purchase and Sale Agreement
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required by this Agreement or reasonably necessary in order to close this transaction and
effectuate the terms of this Agreement.
10. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES.
10.1. Prorations. Assessments, rents, interest, insurance and other expenses
of the Property shall be prorated through the day before Closing. PURCHASER shall have the
option of taking over existing policies of insurance, if assumable, in which event premiums shall
be prorated. Cash at Closing shall be increased or decreased as may be required by prorations
to be made through the day prior to Closing. Advance rent and security deposits, if any, will be
credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due
allowance made for maximum allowable discount.
10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section
196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year
of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that,
following the Closing, the actual amount of assessed real property tax on the Property for the
current year is higher than any estimate of such tax used for purposes of the Closing, the parties
shall re -prorate any amounts paid or credited based on such estimate as if paid in November. This
shall survive the Closing.
10.3. Special Assessment Liens. Certified, confirmed and ratified special
assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens
as of Closing shall be assumed by PURCHASER. If the improvement has been substantially
completed as of the Effective Date, any pending lien shall be considered certified, confirmed or
ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or
assessment for the improvement by the public body.
10.4. Closing Costs. SELLER shall be responsible for costs associated with
documentary stamps on the deed, and curing any title defects. All other costs of closing,
including, but not limited to, recording fees, lien search, courier, wire, and costs for surveys and
escrow fees, shall be borne by PURCHASER, except that each party shall be responsible for its
own attorneys fees and costs.
10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to
the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall
execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at
Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a
"marked -up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and
other recordable Closing Documents in the appropriate public records.
00704498-1
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PURCHASER's Initials
SELLER's Initials he
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10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or
cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments
applicable to and encumbering the Property.
11. REPRESENTATIONS COVENANTS AND WARRANTIES. To induce PURCHASER to
enter into this Agreement, SELLER makes the following representations, all of which, to the best
of its knowledge, in all material respects and except as otherwise provided in this Agreement (i)
are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives
information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall
be provided immediate notice as to the change to the following representations:
11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep
the Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER
prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and
against all expense and liability in connection therewith (including, without limitation, court costs
and reasonable attorney's fees).
11.2 SELLER has no actual knowledge nor has SELLER received any notice of any
litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any
organization, person, individual or governmental agency which would affect (as to any threatened
litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value
of the Property or any part thereof or which would otherwise relate to the Property.
11.3 SELLER has full power and authority to enter into this Agreement and to
assume and perform its obligations hereunder in this Agreement. No action by any federal, state
or municipal or other governmental department, commission, board, bureau or instrumentality is
necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with
its terms.
11.4 SELLER represents that SELLER will not, between the date of this Agreement
and the Closing, without PURCHASER'S prior written consent, which consent shall not be
unreasonably withheld or delayed, except in the ordinary course of business, create any
encumbrances on the Property. For purposes of this provision the term "encumbrances" shall
mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases,
easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will
not, between the date of this Agreement, and the Closing take any action to terminate or
materially, amend or alter any existing leases presently in existence, without the prior consent of
PURCHASER, which consent shall not be unreasonably withheld or delayed.
PURCHASER's Initial .
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SELLER's Initial : C
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11.5 SELLER represents that there are no parties other than SELLER in possession
of the Property or any portion of the Property as a lessee.
11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate
offers to purchase the Property while this Agreement is in effect, however, SELLER may maintain
the MLS listing status as "pending." SELLER shall use its best efforts to maintain the Property in its
present condition so as to ensure that it shall remain substantially in the same condition from the
conclusion of the Feasibility Period to the Closing Date.
11.7 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property
by any organization, person, individual or governmental agency which would affect (as to any
threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use,
occupancy or value of the Property or any part thereof or which would otherwise relate to the
Property.
11.8 SELLER represents that it has no actual knowledge nor has it received any
notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of
hazardous material. As used herein, the term "Hazardous Material" shall mean any substance,
water or material which has been determined by any state, federal or local government
authority to be capable of posing a risk of injury to health, safety and property, including, but
not limited to, all of those materials, wastes and substances designated as hazardous or toxic by
the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department
of Transportation, and/or any other state or local governmental agency now or hereafter
authorized to regulate materials and substances in the environment (collectively
"Governmental Authority(ies)").
11.9 Between the date of this Agreement and the date of closing, SELLER will
not file any application for a change of the present zoning classification of the Property.
11.10 Authority . The execution and delivery of this Agreement by SELLER and
the consummation by SELLER of the transaction contemplated by this Agreement are within
SELLER'S capacity and all requisite action has been taken to make this Agreement valid and
binding on SELLER in accordance with its terms. The person executing this Agreement on behalf
of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement
represents a valid and binding obligation of SELLER.
11.11 Title. SELLER is and will be on the Closing Date, the owner of valid, good,
marketable and insurable fee simple title to the Property, free and clear of all liens,
encumbrances and restrictions of any kind, except the Permitted Exceptions (and
encumbrances of record which will be discharged at Closing).
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11.12 Additional Warranties and Representations of SELLER. As a material
inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S
information and belief, hereby represents and warrants the following:
11.12.1 There are no pending applications, permits, petitions, contracts,
approvals, or other proceedings with any governmental or quasi -governmental authority,
including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or
federal or state agencies, concerning the use or operation of, or title to the Property or any
portion thereof and SELLER has not granted or is not obligated to grant any interest in the
Property to any of the foregoing entities.
11.12.2 There are no facts believed by SELLER to be material to the use,
condition and operation of the Property in the manner that it has been used or operated, which it
has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or
defects in the condition of the Property
11.12.3 To the best of SELLER'S knowledge, the Property and the use and
operation thereof are in compliance with all applicable county and governmental laws,
ordinances, regulations, licenses, permits and authorizations, including, without limitation,
applicable zoning and environmental laws and regulations.
12. DEFAULT.
12.1. PURCHASER's Default. In the event that this transaction fails to close due
to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of
Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid
by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER
nor SELLER shall have any further obligation or liabilities under this Agreement, except for those
expressly provided to survive the termination of this Agreement; provided, however, that
PURCHASER shall also be responsible for the removal of any liens asserted against the Property
by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and
SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount
which cannot be ascertained with reasonable certainty on the Effective Date and that the
amount of the Deposit being held by Escrow Agent most closely approximates the amount
necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide
liquidated damages provision and not a penalty or forfeiture provision, however, at SELLER'S
option, SELLER may also elect to proceed in equity to enforce SELLER'S rights under the
Agreement.
12.2. Seller's Default. In the event that SELLER shall fail to fully and timely
perform any of its obligations or covenants hereunder or if any of SELLER'S representations are
PURCHASER's Initials:,�.
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untrue or inaccurate, then, notwithstanding anything to the contrary contained in this
Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement
by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and
demand that the Deposit be returned, including all interest thereon if any, in accordance with
Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific
performance of this Agreement, without waiving any action for damages.
12.3. Notice of Default. Prior to declaring a default and exercising the
remedies described herein, the non -defaulting Party shall issue a notice of default to the
defaulting Party describing the event or condition of default in sufficient detail to enable a
reasonable person to determine the action necessary to cure the default. The defaulting Party
shall have fifteen (15) days from delivery of the notice during which to cure the default,
provided, however, that as to a failure to close, the cure period shall only be three (3) business
days from the delivery of notice. Both parties agree that if an extension is requested, such
extension shall not be unreasonably withheld. If the default has not been cured within the
aforesaid period, the non -defaulting Party may exercise the remedies described above.
12.4. Survival. The provisions of this section shall survive the termination of
this Agreement.
13. NOTICES. All notices required in this Agreement must be in writing and shall be
considered delivered when received by certified mail, return receipt requested, or personal
delivery to the following addresses:
If to Seller: Deborah Canepa and Scott E. Picardy
Deborah Canepa
641 Oak Street
Boynton Beach, FL 33435
tigerkan@att.net
Scott Picardy
604 Sherry Drive
Anderson, SC 29621
sepicardy@gmail. com]
With a copy to: Kristin Coomber, PA
2653 NW Timbercreek Cir
Boca Raton, FL 33431
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If to Purchaser: Dan Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue, 4th Floor
Boynton Beach, FL 33435
With a copy to: Shawna Lamb, City Attorney
City of Boynton Beach
100 E. Ocean Avenue, 4th Floor
Boynton Beach, FL 33435
14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this
Agreement are hereby made binding on, and shall inure to the benefit of the successors and
permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement
without the prior written consent of PURCHASER, which shall not be unreasonably withheld.
PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the
"City") without the prior consent of SELLER and the PURCHASER shall be released from any
further obligations and liabilities under this Agreement. The PURCHASER may not assign this
Agreement to any other party without the prior written approval of SELLER, which shall not
unreasonably withheld.
15. BROKER FEES. The SELLER shall be solely responsible for all fees, costs,
commissions, or similar due to a real estate broker in connection with the transaction
contemplated by this Agreement. SELLER shall indemnify, defend and hold harmless the
PURCHASER from and against any and all claims, losses, damages, costs or expenses (including,
without limitation, attorney's fees) of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by SELLER on its behalf
with any broker or finder in connection with this Agreement. PURCHASER represents that they
do not have a real estate broker and shall indemnify, defend and hold harmless the SELLER
from and against any and all claims, losses, damages, costs or expenses (including, without
limitation, attorney's fees) of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by SELLER on its behalf
with any broker or finder in connection with this Agreement. The provisions of this Section
shall survive Closing or termination of this Agreement.
16. ENVIRONMENTAL CONDITIONS.
16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any
hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant,
petroleum, petroleum product or petroleum by-product as defined or regulated by
environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling,
discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall lean
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any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other
governmental restrictions.
16.1.1 As a material inducement to PURCHASER entering into this Agreement,
SELLER hereby warrants and represents the following, as applicable:
(1) That SELLER and occupants of the Property have obtained and are
in full compliance with any and all permits, if any, regarding the Disposal of Pollutants on the
Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge.
(2) SELLER is not aware nor does it have any notice of any past, present
or future events, conditions, activities or practices which may give rise to any liability or form a
basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the
Property. SELLER is not aware nor does it have any notice of any past, present or future events,
conditions, activities or practices on contiguous property that is owned by SELLER which may give
rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of
any Pollutant affecting the SELLER'S property.
(3) There is no civil, criminal or administrative action, suit, claim,
demand, investigation or notice of violation pending or, to the best of that entity's knowledge,
threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the
Property, any portion thereof, or on any contiguous property owned by SELLER.
17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida
Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to
Chapter 119, to maintain and disclose upon request all records deemed public under the statute
including this Agreement and some or all of the documents necessary to consummate the
transaction set forth herein. To the extent that any litigation should be instituted by SELLER,
either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing
documents involving this Agreement or the transaction set forth in the Agreement pursuant to a
public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either:
1) defend the claim up to and including final judgment, or 2) interplead the challenged
documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable
attorneys' fees and costs, both trial and appellate.
18. MISCELLANEOUS.
18.1. General. This Agreement, and any amendment hereto, may be executed
in any number of counterparts, each of which shall be deemed to be an original and all of which
shall, together, constitute one and the same instrument. The section and paragraph headings
herein contained are for the purposes of identification only and shall not be considered in
construing this Agreement. Reference to a Section shall be deemed to be a reference to the
entire Section, unless otherwise specified. No modification or amendment of this AgreeVenPURCHASER's Initials:
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shall be of any force or effect unless in writing executed by the Parties. This Agreement sets
forth the entire agreement between the Parties relating to the Property and all subject matter
herein and supersedes all prior and contemporaneous negotiations, understandings and
agreements, written or oral, between the Parties. This Agreement shall be interpreted in
accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of
any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in
and for Palm Beach County, Florida, or, should any cause of action be limited to federal
jurisdiction only, in the United States District Court for the Southern District of Florida.
18.2. Computation of Time. Any reference herein to time periods which are
not measured in business days and which are less than six (6) days, shall exclude Saturdays,
Sundays and legal holidays in the computation thereof. Any time period provided for in this
Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the
next full business day. Time is of the essence in the performance of all obligations under this
Agreement. Time periods commencing with the Effective Date shall not include the Effective
Date in the calculation thereof.
18.3. Waiver. Neither the failure of a party to insist upon a strict performance
of any of the terms, provisions, covenants, agreements and conditions hereof, nor the
acceptance of any item by a party with knowledge of a breach of this Agreement by the other
party in the performance of their respective obligations hereunder, shall be deemed a waiver of
any rights or remedies that a party may have or a waiver of any subsequent breach or default in
any of such terms, provisions, covenants, agreements or conditions. This paragraph shall
survive termination of this Agreement and the Closing.
18.4. Construction of Agreement, The Parties to this Agreement, through
counsel, have participated freely in the negotiation and preparation hereof. Neither this
Agreement nor any amendment hereto shall be more strictly construed against any of the
Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the
feminine, the singular shall include the plural, and the plural shall include the singular, as the
context may require. Provisions of this Agreement that expressly provide that they survive the
Closing shall not merge into the Deed.
18.5. Severability. If any provision of this Agreement or the application thereof
shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of
this Agreement nor the application of the provision to other persons, entities or circumstances
shall be affected thereby, but instead shall be enforced to the maximum extent permitted by
law. The provisions of this Section shall apply to any amendment of this Agreement.
PURCHASER's Initials.
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18.6 Handwritten Provisions. Handwritten provisions inserted in this
Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict
therewith.
18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter
into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or
proceeding brought by either party against the other party pertaining to any matter whatsoever
arising out of or in any way connected with this Agreement.
18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to
enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including
those at the appellate level, shall be awarded to the prevailing party.
18.9 Binding Authority. Each party hereby represents and warrants to the
other that each person executing this Agreement on behalf of the PURCHASER and SELLER has
full right and lawful authority to execute this Agreement and to bind and obligate the party for
whom or on whose behalf he or she is signing with respect to all provisions contained in this
Agreement.
18.10 Recording. This Agreement may not be recorded in the Public Records of
Palm Beach County, Florida without the prior approval of both parties.
18.11 Survival. The covenants, warranties, representations, indemnities and
undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and
recording of the SELLER'S Property Deed and PURCHASER's possession of the Property.
18.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that
SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in
connection with the transaction contemplated by this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
date.
PURCHASER:
CITY OF BOYNTON BEACH
//1 --. -
Printed Name: Rebecca Shelton
Title: Mayor
Date: f 'eAdw - :1��_
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;INCORPORATED;
1920
FLORO
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SELLER:
DEBORAH CANEPA & SCOTT PICARDY
hentis�N
'Cott E P►card 1 DehoraA Mahe a
Printed Name: Scott E Picardy Deborah Canepa
Title:
09/29/25
Date:
WITNESS:
Printed Name:
Printed Name:
Title:
Date:
WITNESS:
09/29/25
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ESCROW AGENT
S_
Integrity .nd Titlet� �QQjj,,,,_� f
Printed Name: `fl�-' Ol � 1 1��R S
Date: l oM
PURCHASER's Initials: • - •
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