Agenda 05-20-08
~~~<t:Y~Te~ eRA
iIIi East Side- West S,de -Seaside Renaissance
I f any person decides to appeal any decision made by the Board with respect to any matter considered at this meeting, he or she will
need a record of the proceedings, and that, for such purpose, he or she may need to ensure that a verbatim record of the proceedings
is made, which record includes the testimony and evidence upon which the appeal is to be based.
Special Meeting of the eRA Board
Tuesday, May 20, 2008
City Commission Chambers
100 E. Boynton Beach Blvd
Boynton Beach, FL 33435
6:00 PM
I. Call to Order - Chairman Jerry Taylor
II. Pledge to the Flag and Invocation
III. Roll Call
IV. Discussion and Ratification of Agreement for Sale and Purchase of Licenses
held by Southern Entertainment Company of Florida, Inc.
V. Adjournment
If any person decides to appeal any decision made by the Board with respect to any matter considered at this meeting, he or she will
need a record of the proceedings, and that, for such purpose, he or she may need to ensure that a verbatim record of the proceedings
is made, which record includes the testimony and evidence upon which the appeal is to be based.
Special Meeting of the eRA Board
Tuesday, May 20,2008
City Commission Chambers
100 E. Boynton Beach Blvd
Boynton Beach, FL 33435
6:00 PM
I. Call to Order - Chairman Jerry Taylor
II. Pledge to the Flag and Invocation
III. Roll Call
IV. Discussion and Ratification of Agreement for Sale and Purchase of Licenses
held by Southern Entertainment Company of Florida, Inc.
V. Adjournment
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This Agreement for Purchase and Sale of Assets ("Aw:eement"), dated the _ day of May,
2008 (the "Effective Date"), by and between BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY, a public body, corporate and politic, duly created and operated
pursuant to Chapter 163, Florida Statutes, hereinafter referred to as "Purchaser", and SOUTHERN
ENTERTAINMENT COMPANY OF FLORIDA, INC., a Florida corporation, hereinafter
refelTed to as "~";
WITNESSETH:
WHEREAS, the Seller is the owner of the business known as Platinwn Gold, hereinafter
referred to as the "Business", which opel'ates at 3675 South Federal Highway, Boynton Beach,
Florida 33435, hereinafter referred to as the "Business Premises"; and
WHEREAS, the Seller is also the owner of a State of Florida quota alcoholic beverage
license #60-00711 (the "LiQuor License"), City of Boynton Beach Adult Entertainment License
#10249 (the "Entertainment License"), and the Seller is desirous of selling the Liquor License and
Entertainment License (the "~") to the Purchaser, , and Purchaser desires to purchase the
Assets fi'om Seller upon the tenns and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and conditions herein
contained, the payment of a $1,000.00 deposit, and for other good and valuable considerations,
the receipt of which is hereby acknowledged, the parties agree as follows:
1. PURCHASE AND SALE. Upon the terms and subject to all of the
conditions herein, and the pelfolmance by each ofthe parties hereto of their respective obligations
hereunder, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell and
deliver to the Purchaser on the Closing Date (as hereinafter defined), , the Assets. Purchaser is
acquiring the assets based upon purchaser's own independent investigations and vah.lation of the
assets and not in reliance on any information provided by seller or seller's agents or contractors.
Seller disclaims any wan'anty, guaranty or representation, oral 01' written, past 01' present, express
01' implied, concerning the value of the assets,
2. PYRCHASE PRICE. The purchase price for the Assets sold pursuant to this
Agreement shall be One Million Three Hundred ThOl.lsand Dollars ($1,300,000.00) (the "Purchase
P1'ice"). The Purchase Price for the Assets shall be paid at the closing, as hereinafter set forth. in
the fOlm of a wire cashier's check or cel1ified (local) funds. Any prorations or adjustments shall
be adjusted against the cash to close.
3. LIABILITIES. The Assets al'e being sold free and clear of all liens and encwnbrances,
All accounts payable, liabilities, liens and other encumbrances relating to the Assets, if any, which
arise prior to the time of closing. shall be satisfied, resolved, or extinguished as a condition of
closing and prior to any distribution offunds to Seller. The parties specifically acknowledge that the
Seller is responsible for any debts, liabilities or obligations of the Seller.
4. CLOSING AND CERTAIN RELATED MATTERS.
4.01. The closing date for the transaction contemplated under this Agreement
shall be on or before June 15,2008 (the "Closing Date"). The closing shall be held at the office
of Seller's attorney, Nason, Yeager, Gerson, White, & Lioce P.A., 1645 Palm Beach Lakes
Boulevard, Suite 1200, West Palm Beach, Florida 33401, on the Closing Date.
4.02. Instl'Uments of Conveyance and Transfer. At the cLosing the Seller shall
deliver to Purchaser the documents listed in Section 9 herein below, including, but not limited to, a
Bill of Sale for the Assets subject to this Agreement which shall be effective to vest in the Purchaser
good, absolute and marketable title to the Assets being transferred to the Purchaser by the Seller,
free and clear of all liens, claims, or encumbrances.
4.03. Sales and Transfer Taxes and Fees. All applicabLe transfer and filing fees
that may be due 01' payable as a result of the conveyance or delivery of the Assets to be conveyed
and transferred as provided herein, whether levied on the Seller 01' the Purchaser, shall be paid by
the Purchaser,
4.04 Escrow Closing. All nmds payable to Seller shall be held in
escrow pending continnation of transfer or l'eiss~lance of the Liquor License which is the
subject of this sale to Purchaser, A separate escrow agreement shall be signed by the parties at
closing.
5. REPRESENTATIONS AND WARRANTIES BY SELLER: Seller hereby represents
and Wat'l'ants to the Purchase and covenants and agrees as follows:
5.01. At the time of Closing, that Seller OWJlS all of the assets and there will be no
outstanding options, contracts, commitments, warrants, agreements, claims, threats of claim, or
rights of any character 01' nature whatever affecting or relating in any marmer to the Assets or the
Business,
5.02. Title to Assets. Seller has good, absolute and marketable title to aU the Assets.
5.03. Authority and Clij)acity of the Corporation. Seller has and shall have at
closing all requisite right, power, authority, and capacity to enter into this Agreement and all other
documents ancillary to, or arising from, this Agreement and to fully perform all of its obligations
hereunder, and to sell, transfer and assign absolute title to the Assets to the Purchaser,
5.04. Insolvency. No insolvency proceedings of any character, including, without
limitation, bankruptcy, receivership, reorganization, composition or arrangements with creditors,
voluntary or involuntary, affecting the Seller with respect to the Assets are now pending; nor has
Seller made any assigmnent for the benefit of creditors; nor taken any action with a view to, 01'
which could constitute the basis for, the institution of any such insolvency proceedings.
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5.05. AC9uracy of Representations and Warranties. The warranties and
representations contained in this Agreement are now true and will continue to be true through the
Closing, shall be correct when made and shall be deemed repeated at and as of the Closing.
6. REPRESENTATIONS AND WARRANTIES BY PURCHASER. The Purchaser
hereby represents, warrants and agrees with the Seller, and covenants and agrees that:
6.01. Authority and Capacity of Purchaser. Purchaser has all requisite right,
power, authority, and capacity to enter into this Agreement and all other documents ancillary to, or
mising from, this Agreement and to fully pelfOlm its undertakings hereunder.
6.02. A~sence of Restrictions. The execution, delivery and consummation of this
Agreement by Pw'chaser does not conflict with, or result in a breach o~ the terms, conditions or
provisions of any other agreements, instruments, laws, regulations, 01' orders 01' decrees of any
co1.u1 or any administrative agency, Federal, State or local, of which the Purchaser is subject.
6.03. Consent of Thi{d Party. Neither the execution nor the performance of this
Agreement by Purchaser, nor any of its agreements, obligations or undertakings contained herein,
require the consent of any third party (excepting aforel'eferenced govermnental agencies), nor
will it constitute a breach of any provisions of, nOl' a default under, any agreement to which
Purchaser is a pm1y or by which it may be bound.
6,04. Insolvepcy. No insolvency proceedings of any charactel', including, without
limitation, bankruptcy, receivership, reorganization, composition or arrangements with creditors,
vohmtRry or involuntal'Y, affecting PUl'chaser, or any of their assets or properties, are now pending;
nor has Purchaser made any assignment for the benefit of creditors; nor taken any action with a
view to, or which could constitute the basis fot', the institution of any such insolvency proceedings.
6.05. ACCUl'6cy of Representations and Warranties. The warranties and
representations contained in this Agreement 'al'e now true and will continue to be true through the
Closing, shall be correct when made and shall be deemed repeated at and as ofthe Closing.
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7. LIQUOR LICENSE.
7.01 With respect to the Liquor License, at Closing, Seller shall deliver to
Purchaser two original DABT transfer forms signed by SeUer. AU transfer fees and costs, if any,
shall be paid by Purchaser. On the Closing Date, Seller shall deliver to Purchaser duplicate
originals of a DABT Transfer affidavit executed by Seller.
7.02 Purchaser and Seller acknowledge and agree that the transfer of the Liquor
License is subject to the approval of certain governmental entities. Purchaser and Seller shall use their
good faith efforts to obtain such approval as soon as possible prior to or following closing hereunder.
Failure of the parties to obtain the approval oftransfel' of the Liquor License to Purchaser within ninety
(90) days of closing shalll'ender this Agreement void and all funds paid by PlU'Chaser shall be returned
to Purchaser by the Escrow Agent on demand by Purchaser.
8. DOCUMENTS TO BE DELIVERED AT CLOSING. At the Closing, the parties
shall deliver each to the other all documents necessary to effect the Closing of the transaction
contemplated by this Agreement, including, but not limited to the following:
8.01. By the Seller.
8.01.01. A Bill of Sale conveying to the Purchaser all of Seller's right, title and
interest in and to the Assets.
8.01.02. Two (2) original DABT Transfer F01ms with respect to the Liquor
License and an affidavit of the three (3) previous years of sales 01' appropriate sales tax
documentation in order to calculate the transfer fee.
8.01.03. Corporate resolutions and celtificates authorizing the sale.
8.01.04. Closing statement.
8.01.05 Such other documents, papers, assurances or instruments, in writing, as shall
be reasonably requested by Purchaser and/or Purchaser's counsel to effectuate the telms and intent
of this Agreement and the transaction contemplated thereby. .
8.02. By the Purchaser.
8.02.01. eOl'pOl'ate resolutions and celtificates authorizing the sale.
8,02.02. Closing statement.
8.02.03. S\lch documents, papers, assurances or instruments, in writing, as shall be
reasonably requested by Seller and/or Seller's counsel to effectuate the terms and intent of this
Aweement and the transaction contemplated thereby.
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9. REMEDIES OF THE RESPECTIVE PARTIES.
9.01. Purchaser's Remedies. If, on ~he Closing Date, the Seller is in default with
respect to any of its obligations pursuant to this Agreement, the Purchaser shall have the option of
doing any or all of the following:
9.01.01. Closing notwithstanding any such default, in which event such default
shall be deemed waived by Purchaser;
9.01.02. Electing not to close, in which case all parties hereto shall be discharged
of all of their obligations hereunder. Purchaser shall notify Seller, in writing, if they elect this
remedy, stating the particular grounds for such action;
9.01.03. Seeking specific perfonnance on the part of the Seller;
9.02. Seller's Remedies. If, on the closing date, the Purchaser is in default with
respect to their obligations, pursuant to this Agreement, then Seller shall have the option of doing
any or all of the following:
9.02.01. Closing notwithstanding any such default, in which event such default
shall be deemed waived by Seller;
9.02.02. Electing not to close, in which case all pat1ies hereto shall be discharged
of all of their obligations hereundel'. Seller shall notify Purchaser, in writing, if it elects this
remedy, stating the particular grounds for such action;
9.02.03. Seeking specific perfonnance on the part OfPul'chaser.
10. INDEMl'{ITIaS. Seller agt'Ces to indemnify, defend and hold harmless Purchaser
from and against any and all claims, actions, liabilities, including but not limited to tax liabilities,
costs and attomeys' fees, with respect to the Assets occurring or arising during any period prior
to the Closing Date. This provision shall survive the closing.
11. GENDER. Wherever the context shall require, all words herein in the mascllline
gender shall be deemed to include the feminine or neuter gender, all singular words shall include the
plural, and all plural shall include the singular.
12, ATIORNEY'S FEES. In the event that either patty shall be forced to enforce this
Agreement, whether or not through litigation, the prevailing party shall be entitled to receive
reasonable attorney's fees and all costs incurred in connection with such enforcement, including
costs of appeal.
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13. SEVERABILITY. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision was omitted.
14. FURTHE,R COOpERATION. From and after the date of this Agreement, each of the
parties hereto agrees to CKecute whatever additional documentation or instruments as are
necessary to carry out the intents and purposes ofthis Agreement.
15. WAIVER. No indulgences extended by any party hercto or any other pwty shall be
construed as a waiver of any breach on-the part of such other party, nor shall any waiver of one
breach be construed as a waiver of any rights 01' remedies with respect to any subsequent breach.
16. EXPENSES. Each of the parties shall bear all expenses incurred by each of them in
connection with this Agreement and in the consummation of the transactions contemplated hereby
and in preparation thereof contemplated hereby and in preparation thereof.
17. AMENDMENT. This Agreemcnt may be amended 01' modified at any time and in aU
respects by an instrument in writing executed by the Purchaser WId the Seller.
18. NOTICES. Any notice, communicatioll, request) reply 01' advise (hereinafter
severally and collectively calle9 Itnotice") in this Agreement, provided or pemlitted to be given,
made 01' accepted by either party io the other, must be in writing and may be given 01' be served by
depositing the same in the United States mail) addressed to the party to be notified, postage prepaid
and registered or celtified with return receipt requested 01' by delivering same in person to such
Party, For purposes of notice, the addresses of the parties shall) until changed as hereinafter
provided, be as follows:
Purchaser:
Lisa A. Bright, Executive Director
Boynton Beach Community Redevelopment Agency
915 S. Federal Highway
Boynton Beach, FL 33435
561.737.3256. Office
561.236.8838. Mobile
561.737.3258 - Fax
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With a copy to:
James A. Cherof
Goren, Cherof, Doody & Ezrol, P.A.
3099 E. Commercial Blvd.
Fort Lauderdale, FL 33308
Phone 954-771-4500
Fax 954- 771-4923
or at such other addresses as the Purchaser may have advised the Seller in writing.
Seller:
Southern Entertainment Company of Florida, Inc.
c/o Mr. Nonnan Goddard
With copies to:
G. Michael Keenan, P.A.
1532 Old Okeechobee Road, Suite 103
West Palm Beach, FL 33409
Phone: (561) 684-9601
Fax: (561) 684-9602
Gary N. Gerson
Nason, Yeager, Gerson, White, & Lioce P.A,
1645 Palm Beach Lakes Boulevard, Suite 1200
West Palm Beach, Florida 33401
or at such other addresses as the SeIlel' may have advised the Pw'chaser in writing.
19, HEADINGS. Headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
20. COUNTERPART EXECUTION. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.
21. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Purchaser and the Seller, their
heirs, executors, administrators, successors and assigns. Purchaser shall not assign its rights under
this Agreement without the prior written consent of Seller.
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22. CHOICE OF LAW. It is the intention of the parties that the laws of the State of
Florida should govern the validity of this Agreement, the construction of its temls, and the
intelpretation of the rights and duties of the parties. Any dispute, claim or controversy arising of or
resulting from this Agreement or any claim of breach hereof or of any representation, warranty or
agreement contained herein shall be detennined by a court of competent jurisdiction in the State
of Florida. Venue shall be in Palm Beach County, Florida.
23. BROKERS. The parties warrant to each other that there are no brokers involved
in this transaction except for The Knight Group, LLC and PJSE Realty Corp. It shall be the sole
obligation of Seller to pay any commissions due to such parties. Each party shall indemnify and
save the other harmless against and in respect of any claim for brokerage or other commissions or
compensation made against the other based on a set of facts inconsistent with the warranties and
representations made by Purchaser and Seller to each other heretmder.
24. TIME OF THE ESSENCE. Time is ofthe essence with respect to the perfonnance
of the material telms and conditions of this Agl.'eement.
25. RESTRICTIVE COVENANT.
At closing Seller, and the prospective Buyer of the underlying real property if the
property is subject to a Contract for Sale and Purchase, shall deliver to Purchaser a fully
executed Restrictive Covenant. in a form approved by counsel to the Buyer, which
approval shall not be unreasonably withheld, which shall set forth provisions prohibiting
the use of the real property as an adult entertairunent establishment as defined in the City
of Boynton Beach Code of Ordinances. The Restrictive Covenant shall further provide
the Purchaser with a right of first refusal to purchase the underlying real propelty. The
Restrictive Covenant shall be recorded in the public records of Palm Beach County.
26. A) CONTINGENCIES. Buyer's obligation to close is contingent upon Seller
obtaining a release 01' dismissal of any and all administrative charges and proceedings presently
existing relative to the subject Liquor License so as to allow for a free and unencumbered
assignment or transfer ofthe Liquor License.
B) Buyer's obligation to close is contingent upon Seller obtaining a fun release of
any and aU interests any third pmty may have in the subject Liquor License.
C) Buyer's obligation to close is contingent upon the Buyer obtaining all necessary
approvals for the purchase/assigrunent from the all state regulatory agencies responsible for
regulating the subject Liquor License.
D) A release of that specific Notice of Charging Lien recorded on May 15,2008 in
Official Records Book 22643 on Page 0759 of the Public Records of Palm Beach COlmty.
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IN WITNESS WHEREOF. the parties hereto have executed this Agreement the day and
year first above written.
PURCHASER:
BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
SELLER:
SOUTHERN ENTERT AlNMENT
COMPANY OF FLORIDA, INC.
By:
NORMAN GODDARD, President
H:\2007\070473 BBCRA\SOUTHERN ENTERTAJNMENT\Revlsed Agreement P.S of Assets.doc
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1 RESOLUTION 08-03
2
3
4 A RESOLUTION OF THE BOYNTON BEACH
5 COMMUNITY REDEVELOPMENT AGENCY
6 AUTHORIZING THE EXECUTIVE DIRECTOR TO
7 EXECUTE AN AGREEMENT FOR PURCHASE AND
8 SALE OF ASSETS; AUTHORIZING THE AGENCY
9 BOARD CHAIRMAN AND EXECUTIVE DIRECTOR
10 TO EXECUTE TRANSACTION CLOSING
11 DOCUMENTS AND PROVIDING AN EFFECTIVE
12 DATE.
13
14
15 WHEREAS, the Boynton Beach Community Redevelopment Agency finds that it is
16 in the best interest of the Agency to exercise the Agency's authority to acquire an alcoholic
17 beverage license and an adult ente11aimnent establishment license currently issued to
18 Southern Entertaimnent Company of Florida, Inc., thereby allowing for the discontinuance
19 of the operation of an adult entertainment establishment in the CRA area.
20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
21 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
22
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
23 being true and correct and are hereby made a specific part of this Resolution upon adoption
24 hereof.
25
Section 2.
The Boynton Beach Community Redevelopment Agency Board does
26 hereby authorize and direct the Executive Director of the CRA to execute an Agreement for
27 Purchase and Sale of Assets from Southern Entertaimnent Company of Florida, Inc., a copy
28 of said Agreement is attached hereto as Exhibit "A."
Section 3.
The Chairman of the Board of the CRA and the Executive Director of
29
30 the CRA are authorized to execute and deliver closing docwnents necessary to effectuate the
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1 purpose of the purchase of assets.
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Section 4.
This Resolution shall become effective immediately upon passage.
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4 PASSED AND ADOPTED this _ day of May, 2008.
5 BOYNTON BEACH COMMUNITY
6 REDEVELOPMENT AGENCY
7
8
9 JERRY TAYLOR, CHAIR
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11
12 J.TAYLOR
13
14 J. RODRIGUEZ
15
16 W. HAY
17
18 M. ROSS
19
20 R. WEILAND
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