Agenda 10-21-08
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East SideNWest S'ldeNSeaside Renaissance
NOTICE OF
SPECIAL eRA BOARD MEETING
TlJESDAY, oc~rrOB:ER 21,2008 @ 6:15 PM
City Commission Chambers
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33435
~rpose/Subject of Meeting:
Consideration of Exercising Right of First Refusal on
Property located at 3675 S. Federal Highway,
Boynton Beach, FL
Jen)' Taylor, ChaiIman
Lisa Bright, Executive Director
915 S. Federal Highway
Boynton Beach, FL 33435
T:\AGENDAS, CONSENT AGENDAS, MONTHLY REPORTS\Completed Agenda Item Request FomlS by Mceting\FY 2008 .
2009 Board Meetings\Special Meeting I O.21.08\Public Notice of Special Meeting Flyer.doc
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_ East Side-West Side-Seaside Renaissance
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 testimon}' and evidence upon which the appeal is to be based.
Special eRA Board Meeting
Tuesday, October 21, 20086:15 PM
City Commission Chambers
100 E. Boynton Beach Blvd
Boynton Beach, FL 33435
I. Call to Order - Chairman Jeny Taylor
II. Roll Call
III. Agenda Approval:
A. Additions, Deletions, Conections to the Agenda
B. Adoption of Agenda
IV. New Business:
A. Consideration of Exercising Right of First Refusal on Property located at 3675 S.
Federal Highway
V. Adjournment
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_ East Side-West Side-Seaside Renaissance
eRA BOARD MEETING OF: October21,2008
I I Consent Agenda I I Old Business I X I
New Business I I Legal
Other
SUBJECT: Consideration of Exercising Right of First Refusal on Property located at 3675 S. Federal Highway
SUMMARY:
In May 13, 2008, the CRA Board voted to purchase the State alcoholic beverage and City adult entertainment
licenses from the business known as Platinum Gold. In exchange for the purchase of the licenses, the CRA
placed a restrictive covenant on the property prohibiting future adult entertainment usages on the property. The
CRA also has the Right of First Refusal on the real property. (See Attached)
On Monday, October 14, 2008 the CRA received a copy of a contract on the property. (See Attached) Per the
terms of the Restrictive Covenant and Right of First Refusal, the CRA must exercise its Right of First Refusal
within 15 days of receipt of a bona fide third party offer.
If the CRA so elects to exercise Its option to purchase, the election needs to be in writing accompanied by a
contract fully executed by the CRA with identical terms and a deposit. The failure by the CRA to elect to exercise
its Right of First Refusal within the 15 days and to satisfy the terms of the "covenant" will result in the Right of First
Refusal terminating and be of no further force or effect.
The Right of First Refusal does not apply to any transfer of the property through foreclosure or any similar transfer
to the holder of any mortgage. In the event the CRA does not exercise its Right of First Refusal and the owner
fails to consummate the transaction which was the subject of the option notice, then the eRA does have a Right of
First Refusal to any subsequent proposed transfer of the property.
The CRA has until October 27th, 2008 to elect to exercise its Right of First Refusal.
FISCAL IMP ACT: $2,200,000 if the CRA elects to exercise its Right of First Refusal and purchase the
property. There are no funds budgeted in the FY 08/09 budget.
CRA PLAN, PROGRAM OR PROJECT: Federal Highway Corridor Redevelopment Plan
RECOMMENDATIONS: Staff does not recommend exercising the Right of First Refusal due to the
lack of funds to purchase the property.
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Lisa A. Bright
Executive Director
T:\AGENDAS, CONSENT AGENDAS, MONTHLY REPORTS\Completed Agenda Item Request Forms by Meeting\FY 2008 . 2009 Board
Meetings\Special Meeting 10-21-08\First of Refusal Platinum Gold.doc
'Conmwrci,t1 Contract
FLORIDA ASSOCIATION OF R[ALIORSu
SCORE REAL TV INC
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1 1. PURCHASE AND SALE:
2 HMO Ll.C.. 8 Rodda C4motrlUon OlStA Mr. 0.. Rock BBr t. all" 0' 2150 S. AWlUw filII. WNI PlllRI BOlIch. F/oII. ml6
3 agrees to buy and
4 HSG PROPERTIES. IHC.. 8 Rodda Cornomtlon of 3676 S. Federal Hlcrhwav. Bovnton Beach. Florida 33436
6 agree to sell the property described as:
tl Street Address: 3875 S. Fedoral Highway. BnY.nton BOlich. Florida 33435
7 Legal Description:
8 4-46-43, 1:1.. Y 263.45 FT OF 5L Y 187.60 FT OF S 1/2 OF SW 1/4 OF NE 1/4 L YG N OF GUI..FSTREAM BLVD BET SR 5
I) & OLD DIXIE
("Buyer"),
{"Se.lIl1~,
10
11 and the following Personal Property:
12 nla
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14
15 (all collecllvely referred to as the "Property") on the terms and condlllons set forth below. The "effective Date" of this
16 Contract Is the date on which the last of tho Partlos signs the latest offer. Time Is of the essence In this Contract. Time
17 pertods of 5 days or less will be computed without Including Salurday, Sunday, or nallon811egal holidays and any lime period
18 ending on a Saturday. Sunday or national legal holiday will be extended until 6:00 p.m. of the next business day.
$
$
$
$
$
2,200.000.00
10.000.00
140,00lUJ!L
19 2. PURCHASEPRICF.:
20 (a) Deposit hold In escrow by Fronlf. lVe/nOOm & Blael<. P.L 7805 S.\V. BIh Court. Plan'DYon. florida 33324
21 (b) Additional deposit to be made wllhln 20 days from Effecllve Data
22 (c) lolal mortgages (as referenced In Paragraph:i)
23 (d) Olher:
24 (e) Balance to close, subject to adjustments and prorations,
25 to be made with cash, locally drawn cerlllied or cashier's check or wire transfer.
$
2.050,000.00
26 rF.1'i'l11\1!l f;{R?V rUfJl<lt8ItC8;-W1I.11I _ duy.. hUlIIl!rft!ctI~~ fled.. { Ap..Ilt<tlltm,. ..,Iud' J, 8",.., >illl, al'ti",...'bI "111'1'11..11,
27 af)lll~MkINlop6A)t4Il\lll'\8Ift!l In th&.ftl!Aa"l'li af" If % af lha Imraka88 ,r11l8 ill he
28 "8lMrii~tf is' a. " pt..fallar ,~(\'6~1o'" ~IIM.4.&~J..ll:.1I.&.. :, 11414 t",tf ..IlI... f:lllltf l...taMalrlllll 10111t,, MCMC.t1
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.", tlmploymlJlIl, "IISlIetS. allo oilier ''''UIIIIII''UII 'Ul:U.UIIHUIY requlreu uy III1Y lelluer. DuyerWlII lIUUlY cUller IllllllUUlilltllY UPUII
at vbl611.1,,~ nli"m::".~ v, b6111~ ,..J",..I"d b, a lo"do,. U 8..7.... an... dllll;t.",t o:l(fu,l. (.tUb Iv \lbldl" a ...lIIt... ..A...II"II."....I..IlIiI"
'-'6, daro i,UIII !ltu"UVG I>alv \ I'IIICIlI\~llIy ~ulk,d I. DUJvl Ina1 \,G1I\A'l1.1,1tJ (,uJlua""by 1I1vlllU IIIVIII..,' Ilu,II;,V\V 3vllvI
Lv alia ~uJv, oda,.,uolli'O; nlll b... ,vlu...ad lv !lulU. III G\I\Alldall\'v nUl. 'a.au.alll. b.
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39 BLl)'er (e~f ~ and Seller ( ) ( ) acknowledgereoelpl of a copy of this page. which Is Page 1 of 6 Pagas.
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40 4. TITLE: Seller has the legal capacity to and will convey marketable tlUe to the Property by III statutolY wananty deed
41 0 other , free of liens, easements and encumbrances of r&cOrd or known to
42 Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and
43 Olst any other matters to whIch titre will be subject) R//Jhf Of Firs' ReIIaaI Faa offhll BtvJnmn BMeb CGmmunlfvRed8lllll0Dm8ll' A'18'Icv :
oC4 provided there eldsts at closing no violation of the fore olng and none of them prevents Buyer'8 Intended use of the Property
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(8) Evidence of Title: Seller wlll, at (check one) D Seller's \il( Buyer's expense and within lJ days
o from Effective Date \il( prior to Closing Date D from date Buyer meets or waives financing C(mUngency In
Pa~raph 3, deliver to Buyer(check one)
. PlI. a title Insurance commitment by a Florida licensed title Insurer and, upon Buyer recording the deed, an owners
p'ollcy In the amount of the purchase price for fee simple title subject only to exceptions stated above.
o an abstract of title, prepared or brought current by an existing abstract finn or certified as correct by an existing flnn.
However,lf such an abstract Is not available to Seller, then a prior owner's title policy acceptable to the proposed Insurer
as a base for relssuance of coverage. The prior policy will Include ooples of ell polley exceptions and an updale In a format
acceptable to Buyerfrom the policy effective date and certified to auyeror Buyer's closing agent together with copies of
all documents recited In the prior pOlicy and In the update.
(b) Title examInation: Buyerwlll, within 15 days from receipt of the evidence oHlUe deliver written notice to Seller of title
defects. Tille wiD be deemed acceplable to Buyer If (1) Buyerfetls to deliver proper notice of defects or (2) Buyer dellven>
properwrltten notice and Seller cures the defects within 10 days from receipt of the noUce C'Curatlve Periodfl). If the
defects are cured wlthln the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing.
Seller may elee! not to cure defects If Seller reasonably believes any defect cannot be cured within the CuraUve Period. If
the defects are nol cured within the Curative Pertod, Buyerwlll have 10 days from receipt of notice of Seller's Inability to
cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close the
transaction without reduction In purchase price. The party who pays for the evidence of title will also pay related tille service
fees Including title and abstract charges and tille examination.
(c) Survey: (check applicable provisions below)
J:il( Seller will, within 1L- days from Effective Date, deliver to Buyercoples of prior surveys, plans, specifications, and
engineering documents, If any, and the following documents relevant to this transaction:
prepared for Seller or In Seller's possession, which show all currently ex[sllC1JJ structures.
Ia Buyerwlll, at D Seller's Ii Buyer's expense and within the time period allowed to deliver Bnd examine title
evidence, obtain a current certified survey ofthe Property from a registered BlJ[Veyor.1f the survey reveals encroachmenls
on the Property or that the Improvements encroach on the lands of another, U Buyer will accept the Property with
exisling encroachments lit such encroachments will constitute a title defect to be cured within the Curative Period.
(d) Ingress and Egress: Seller warrants that the Property presently has Ingress and egress.
(e) Possession: Sellerwlll deliver possession and keys for all locks and alanns to Buyerat closing,
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76 5. CLOSING DATE AND PROCEDURE: This transactlonwlll be closed In Palm Baath County,
77 Florida on or before Novamlw: 14th 20'5 or within _ days from Effective Date ("Closing Date"), unless
78 otherwise extended herein. ~ Seller Buyerwill designate the closIng agenl Boyer and Seller will, within 25
79 days from Effective Date, deliver to Escrow Agent signed Instructions which provide for closing procedure. If an Institutional
80 lender Is providing purchase funds, lender requirements as to place, time of day, and closing procedures will oontrol over any
81 contralY provisions In this Contract.
82 (a) Costs: Buyerwlll pay taxes and recording fees on noles, mortgages and financing statements and recording fees for the
8a deed. Seller will pay taxes on the deed and recording fees for documents needed to cure title defects. If Seller Is obligated
84 to discharge any encumbrance at or prior to closing and falls to do so. Buyer may use purchase proceeds to satisfy the
06 encumbrances,
88 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll,
87 tenant and lender estoppel letters, asslgnmenls of permits and licenses, corrective Instruments and letten> notifying tenants
88 of the change In ownership/rental agent. If any tenant refuses to execute an estoppeiletter, Seller will certify that lnfonnallon
69 regarding the tenant's lease Is correct. If Seller is a coJporatlon, Seller will deliver a resolullon of Its Board of Dlrecton>
90 authorizing the sale and detivelY of the deed and certlficetlon by the corporate Secretary certifying the resolullon and setting
91 forth facts showIng the oonveyanceconforms with the requirements of local law. SeUerwill transfer securUy deposits to
92 Buyer. Buyerwlll provide the closing statement, mortgages and notes, security agreements and financlng statements.
93 Buye ~.) (_ .) and Seller ( ) ( _l acknowledger~lpt ofa copyaf this page, which Is Page2 of (; Pages.
CC.2~;..iocIaOonor ReaIIot$$.AI rlgI\18 roN$Md, UcensedtoA!ta St8rSoltlvll'e.
Software and Added Fonnattlng Copyright 2004Alta Star Softwate,lnc. All Rights Reserved. (305) 279-8898
(c) Taxes, Assessments, and Prorations: The following items will be made current and prorated
lit as of Closing Date 0 as of : real eslate taxes, bond and assessment payments
assumed by Buyer, Interest, rents, assoclatlon dues,lnsurance premiums acceptable to Buyer, operational expenses
and n1a . If the amouoloftaxesand
assessments for the current year cannot be ascartalned, rates for the previous year will be used with due allowance being
made for Improvements and exemptions. Seller Is aware of the following assessments affecting or potentially affecting
the Property: none . Buyerwlll be responsible
for all assessments of any kind which become due and owing 00 or after Effective Date, unless the Improvement Is
substantially completed as of Closing Date, In which case Seller will be obligated to pay the entire assessment.
(d) FIRPTA Tax Withholding: The Foreign Investmentln Real Property Act f'FIRPTA") requires Buyer to withhold at
closing a portion ofthe purchase proceeds for remissIon to the [ntemal Revenue Service ("',R.S.") If Seller Is a "foreign
person" as defined by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to
provide, at or prior to closing, appropriate documentation to establish any applicable exemption from the withholding
requlrement.lf withholding Is required and Buyer does not have cash sufficient at closing to meet the withholding
requirement, Seller will provide the necessary funds and Buyerwlll provide proof to Seller that such funds were properly
remitted to the I.R.S.
6. ESCROW: Buyer and Seller authorize fJRRon Yeager Garson Whita & Linca, P.A.
Telephone: 681-471-3613 Facsimile: liB1-fiB6-fU42
Address: MM/dlll/II''''' Nllfl<>II.' Ran" TnlJl~ f8UlPAlm AIm"b "'''fL. anll/"""n1 HuH.. ,MIl W PtoIm BM"" Flt"fd" !tMM to act as "Escrow
Agenr to receive funds and other Items and, subject to clel.\[!nce, dIsburse them In accordance with the terms of this
Contrac!. Escrow Agent will deposit all funds received In /lll a non-Interest bearing escrow account D an Interest bearing
esgow account with I merest accruing to with Interest disbursed (cl1eek one)
U at closing [J at Intervals, If Escrow Agent receives conlllctlng demands or has a good faith
doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until
the parties mutually agree to Its disbursement or until Issuance of a court order or decision of arbitrator determining the parties'
rights regarding the escrow or (b) deposit the SUbject matter of the escrow with the clerk of the circuli court having Jurisdiction
over the dispute. Upon notifying the parties of such aclion, Escrow Agent will be released from al1liablllty except for the duty
to account for Items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with
applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent Is made a party
because of acting as agent hereunder or Interpleads the subject matter of the escrow, Escrow Agent will recover reasonable
attorneys' fees and costs at all levels, with such fees and costs to be paid from the escrowed funds or equivalent and charged
and awarded as court or other costs In favor of the prevailing party. The parties agree thai Escrow Agent will not be liable to
any person for misdelivery to Buyeror Seller of escrowed Ilems, unless the misdelivery Is due to Escrow Agenrs willful breach
ofthls Contractor gross negligence.
128 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the lime agreed In lis present "as Is" condition,
12$ ordinary wear and tear excepted. and will malnlaln the landscaping and grounds In a comparable condition. Seller makes no
130 warranlies other than marketability of lItle. By accepting the Property "as Is," Buyer waives all claims against Seller for any
131 defects In the property. (Check (a) or (b))
ri (a) As Is: Buyer has Inspected the Property or waives any rtght to inspect and accepts the Property In Its Uas Is.
condition. '
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D (b) Due Diligence Period: Buyerwlll, at Buyer's expense and within days from Effective Date C'Due
Diligence Periodj, determine whether the Property Is suitable, In Buyer's sole and absolute discretion, fOI Buyer's Intended
use and development of the Property as speclfted In Paragraph 4. During the Due Diligence Period, Buyer may conduct any
tests, analyses, surveys and Investigations ("lnspectlonsU) whlcl1 Buyer deems necessary to determine to Buyer'S
sallsfaction the Property's engineering, archlteclural, environmental properties: zoning and zoning restrictions; flood zone
designation and restrictions; subdivision regulations; soli and grade; availability of access to public roads, water, and other
uUlllles; consistency with local, slate and regional growth management and comprehensive land use plans; availability of
permits, government approvals and licenses; compliance with American with Dlsabllllles Act: absence of asbestos, soli and
ground water contamination; and other Inspections that Buyer deems appropriate to determine the sultablllty of the Property
for Buyer's Intended use and development. Buyer shall deliver written noUce to SeUer prior to the expiration of the Due
Diligence Period of Buyer's determination of whether or not the Property Is acceptable. Buyer's failure to comply with this
notice requirement shall constitute acceptance of the Property In Us present "as Is" condition. Seller grants to Buyer, Its
agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose
of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Properly and
conduct InspecDons aUhelr own risk. Buyersl1aH Indemnify and hold Seller harmless from losses, damages, costs, claims
and expenses of any nature, IncludIng attorneys' fees at all levels, and from Dablllty to any person, arising from the conduct
of any and all Inspections or any work authorized by Buyer. Buyer Will not engage In any acUvlty that could result In a
mechanic's lien being filed agalnstihe Property without Seller's prior written consent. In the event this transaction does not
close, (1) Buyer shall repair all damages to the Property resulting from the Inspections and return the Property to the
condition It was In prior to conduct of the Inspections, end (2) Buyershall, at Buyer's expense, release to Seller all reports
and other work generated as a resull of the Inspections. Should Buyer deliver timely notice that the Property is not
acceptable, Seller agrees that Buyer's deposit shall be Immediately returned to Buyerand the Contract terminated.
156 BUyer~ ( ) and Seller ( ) ( ) acknowledgerecelpl of a copy of this page, which is Page 3 of 6 Pages.
cc-2o.~lS$OCl8'onot ReallOl1l$.AI rights reseMld.LIc8nse<1to AlIa St8r&lftWare.
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157 (C) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties,
168 conduct a final "walk-through" inspecllon of the Properly to determine compliance with thIs paragraph and to ensure that all
159 Property Is on the premises.
160 (d) Dlsclosurea:
161 1. Radon Gas: Radon is a naturally occurring radioactIve gas that, when It has accumulated In a building In sufficient
162 quantities may present health risks to persons who are exposed to It over time. Levels of radon that exceed federal and
163 stale guidelines have been found In buildings In Florida. Additlonallnfonnatlon regarding radon and radon testing may be
1&4 obtaIned from your county public heallh unit.
165 2. Energy Efficlency:Buyer may have determined the energy efficiency rating of the building, If any Is located on tile
166 Real Property.
161 8.0PERATIONOFPROPERlYDURINGCONTRACTPERIOD: Seller will continue to operate the Property and any
168 business conducted on the Property In the manner operated prior to Contract and will take no action that would adversely
169 Impact the Property, tenants, lenders or business, If any. Any chan~, such as renting vacant spa~ that materlally affect the
170 Property or Buyer's Intended use of the Property will be pennltted ~ only wilh Buyer's consent u wlthoul Buyer's
171 consent.
172 9. RETURN OF DEPOSIT: Unless otherwise speclned In the Contract, In the event any condiUon of this Contract Is not met
173 and Buyerhas timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned
174 In accordance with applicable Florlda laws and regutaUons.
176 10. DEFAULT:
176 (a) In the ellent the sale Is not closed due to any default or failure on the part of Seller other than failure to make the tlUe
m marketable afterdlllgent effort, Buyer may either (1) recehte a refund of Buyer's deposit(s} or (2) seek specific
us perfonnance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brOkerage fee.
llll (b) In the event the sale Is not closed due to any default or failure on the part of Buyer, Sener may either (1) retain all
160 deposil(S) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execuUon of this
161 Contract, and In full settlement of any claims, upon which this Contlllctwill tenninateor (2) seek specific perfonnance, If
182 Seller retaIns the deposit, Seller will pay the Listing and Cooperating Brokers named In Paragraph 12 fifty percent of all
183 forfeited deposits retaIned by Seller (to be spilt equally among the Brokers) up to the full amount of the brokerage fee.
184 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out ()f or relating to this Contract, the prevailing
166 party, which for purposes ofthls provisIon wllllnclude Buyer, Seller and Broker, win be awarded reasonable attomeys' fees,
186 costs and expenses.
187 12. BROKERS: NellherBuyernorSeller has utilized the services of, or for any other reason owes compensation to, a
168 licensed real eslate Broker other than:
18$
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1111
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(a) Listing_Broker: Alan Koch Bmker of Score Real(y Inc of 6075 Magnolia Bav Circle. Palm Bosch Gardtms FI 33418
whO Is 0 an agent of
o a transaction broker a a nonrepresenlatlve and who will be
compensated by iii: Seller 0 Buyer 0 both parties pursuantto 0 a listing agreement ~ other (specify):
four percent of sailing price
194 (b) Cooperating Broker: nlR
195 who Is 0 an agent of
19$ 0 a transaction broker 0 J nonrepre~ntatlve and who wlll be
197 compensated by 0 Buyer U Seller 0 both parties pursuant to 0 an MLS or olher offer of compensation to a
198 coopemling broker 0 other (specify)
199 (collectively referred to 8S "Broker") In connection with any ael relating to the Property, Including but not limited to Inquiries,
200 Introductions, consultations and negotiations resulting In thIs transaction. Seller and Buyer agree to Indemnify and hold Broker
201 hannless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at ati
202 levels, and from liability to any person, eoslng from (1) compensation claimed which Is Inconsistent with the representation In
203 this Paragraph. (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10. (3) any duly accepted by Broker
204 at the request of Buyer or Seller, which duty Is beyond the scope of services regutated by Chapter 475, F.S., as amended, or
266 (4) recommendaUons of or selVlees provided and expenses Incurred by any third party whom Broker refers, recommends or
206 retains for or on behalf of Buyeror Seller,
207 13. ASSIGNMlILITY;PERSONS BOUND: ThIs Conlract may be assigned to a related entity, and otherwise 0 Is not
208 asslgneble ~ Is assignable. The terms "Buyer," .Sellel" and "Broker" may be singular or plural. This Contract Is binding
209 upon Buyer, Seller end their heirs, personal representatives, successors and assigns (if asslgnmentis permitted).
t
210 BUY81 ~ ) and Seller <-.- ) ( _) acknowtedgerecelptof a copy of Ihls page. which Is Page" of 6 Pages.
CC-20 1 iA"uod8lJonofRealtanPl\).AR rlgh1& rllSlelY8Cf.UCllnsedlo AltaSlarSoftware,
Software and Added Formatting Copyrlght2004 Alta Star Software, Inc. All Rights Reserv6d. (306) 279-8898
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265
266
267
268
269
270
271
272
273
2H
-~
i
14. OPTIONAL CLAUSES: (Check n 8~Of the following clll1,l$9S are lIppllcable 81rre allacheb 8S an addendum to this Conlract):
o Arbitration SellerWarranly: 0 ExlstlngMortgage
o Section 1031 Exchange g Coastal ConstruGllon Contro/lIne 0 Other '
D Property Inspection and RepaIr Flood Area Hazard Zone 0 Other
o Seller Representations 0 Seller Financing Other
16. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller.
Modifications of thIs Contract wi" not be binding unless In writing, signed and delivered by the party to be bound.
Signatures. Initials, documents referenced In this Contract, counterparts and written modifications communicated
electronically or on paper will be acceptable for all purposes, Including delivery, and will be bindIng. Handwritten or
typewritten terms Inserted In or attached to fhls Contract prevail ovar preprinted lerms. If any provision of this Contract Is or
becomeslnvaUd or unenforceable, ell remaIning provIsions will continue to be fully effective. ThIs Contract will be construed
under Florida law and wlU not be recorded In any public records. Delivery of any wrftten notice to any party's agent will be
deemed dellv9/y to that party.
THIS 1$ INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADViCe OF
AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND
REPRESENTATIONSTHAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATEPROFESSIONALFOR
LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS. DETERMINiNG THE. EFFECT OF LAWS ON THE
PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.)
AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER
ACKNOWLEDGES THAT BROKER DOES NOT OCCupy THE PROPERTY AND THAT All REPRESENTATIONS
{ORAL, WRllTEN OR OTHERWISE} BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC
RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICA TIONOF THE REPRESENTATION. BUYER AGREES
TO RELY SOLELY ON SELLER. PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR
VERIFICATION OF THE PROPERTY CONOlnON, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT.
PROPERTY VALUE.
DEPOSlt.RECEIPT: Ppposltof$10.000.00
by ":!!r J L ~ I- checl< [J other
by
Signature of Escrow Agent
OFFER: Buyeroffers 10 purchase the Property on the above terms and conditions. Unless egeplance Is sIgned by Seller
and a Signed copy delivered to Suyeror Buyet'&agent no later than fj CJ a.m. ~ p.m. on
November 13th 2008 " Buyer may revoke this offer and receive a refund of all deposits.
NMG LLC., a Florida Corporatfon D\B\A Mr. G's ~ock Bar & Grill of 2650 S. Mflffary
Trail, West Palm Beach, Florida 33416.
Date: 10" /3 .0 g BUYER'
Tille:' ff.'f..f //) E#f
Address:
received (m
, 0 ~/O '0 0'
/ ,
Tax 10 No:
{., Facsimile: S t I . <.1'''3 'I ..2. J... f:( '7
Date:
BUYER:
Tax 10 No:
Title:
Address:
ACCEPTANCE: Seiter accepts Buyer's offer and agrees to sell the Property on the above tenns and conditions ( a subject
to the attached counteroffer). NSG PROPERTIES, INC., a Florida Corporation of 3676 S. Federal Highway.
Boynton Besch, Florida 33435
Date: SELLeR: Tax 10 No:
Telephone:
Facsimile:
Tille:
Address:
Telephone:
Facsimile:
Date:
SELleR:
Tax ID No:
Tille: Telephone: Facsimile:
Address:
!~Y"~ ( ) and Seller ( ) ( ) acknowledge receIpt of 8 copy of This page, which is Page 6 of 6 Pegos,
'"'' ~ of R~.nd IocIll BoardfAt$OdlllonOf RoaIIol1l make no repfllsenlllliOlule to t"el. V8/kIIly Of' ede<juacyd any pro~t!oIl or WS fllfllllll
any sjllldllc vllnlllldlon. Ttk s1andlll'lized fOlDl sboWl not be used In ClOllI$ll.x V~ Of wlth extensive riders Of edditions. TbIs fann Is llVllllsbla for use by the
en\Ite real eSlate Induslty and Is not Intended to Idantlfy the user aa a Realtor. Reellor Ie II Ieglstered cdl~membe/$hlpfll8lk that may be u* onr by real e$l8le
llC4_who_ membeR Of 1118 NllUon8I A&SOCIation of ReaIlolslnd who subscribe to lIa Code d EOIIcs.
The COjl'fltghllawsol the Unlled States (17 U_8. Cochl)fOlbId the una\4hOriledrep!Oduetiooof blankfOlllll by Iny meaM Induditl9tacsloYleor oomputlllizedfocms.
cc.2C 1997 FtOlklIAslocl8llon of Realtol1l4l>.AII11ghls rel6rved.lJc!nsed 10 Mil SI.r Soltw1ll8.
Software and Added Fonnattlng Copynght2004Alla Star SOltware,lnc. All Rl.ohts Reserved. (305) 279-3898
Igfl~m~m~ggMUmlmHmIWgmlan
CF'N 20080287899
OR BK 22788 PG 1102
RECORDED 08/01/2008 13:26:27
Palm Beach County, Florida
Sharon R. Book,CLERK & COKPTROLLER
Pgs 1102 - 1108; (7pgs)
PREPARED BViRBTURN TO:
Ryan P. Aiello, Esquire
Nason, Veager, Gerson, White & Lioce, P .A.
1645 Palm Beach Lakes Boulevard
Suite 1200
West Palm Beach, Florida 33401
RESTRICTIVE COVENANT AND RIGHT OF FIRST REFUSAL
This Restrictive Covenant and Right of First, Refusal (this "Covenant") by NSG
PROPERTIES, INC., a Florida corporation, its successors and assigns (herein collectively called
"Owner"), having an address of 3675 S. Federal Highway, Boynton Beach, Florida 33435, for
the benefit of the Boynton Beach Community Redevelopment Agency, a public body, corporate
and politic, duly created and operated pursuant to Chapter 163, Florida Statutes, its successors
and/or assigns, (herein collectively called "QBA") having an address of 915 S. Federal Highway,
Boynton Beach, Florida 33435.
RECITALS:
A.' Owner holds fee simple title to that certain parcel of real property situate, lying
and being in Palm Beach County, Florida and more particularly described on Exhibit "A" (the
"Propertyn) attached hereto and made a part hereof.
B. It is necessary to subject the Property to the restrictions set forth herein as an
inducement for the eRA to purchase that certain State of Florida quota alcoholic beverage
license #60-00711. and that certain City of Boynton Beach Adult Entertainment License #10249
(collectively, the "Assets") from Southern Entertainment Company of Florida, Inc., a Florida
corporation ("Southern"), a related entity of Owner.
C. In consideration of the purchase price, Owner agrees to subject the Property to the
covenants and restrictions set forth in the Covenant for the benefit of the eRA.
D. GOREN, CHEROF, DOODY & EZROL. P.A., escrow agent for the CRA's
. purchase of the Assets (the "Escrow Agent"), shall cause to have this Covenant recorded in the
Public Records of Palm Beach County. Florida, on the date hereof and comtemporaneously with
disbursement of funds to Southern for the purchase of the Assets.
NOW THEREFORE, in consideration of the sum ofTen Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Owner~ for itself, and its respective successors and assigns, agrees that the Property shall be held,
transferredt soldt encumbered, conveyed, used and occupied, subject to the following covenants
and restrictions:
1. Recitals. The foregoing recitals are true and conect and incorporated herein by
this reference.
2. Restrictive Covenant. NSG does hereby agree, covenant, and warrant that the
Property shan not be used in any fashion as an adult entertainment establishment as defined in
the City of Boynton Beach Code of Ordinances. In the event the Property is utilized to facilitate
an establishment of any commercial na~e which by definition of the Boynton Beach Code of
Ordinances constitutes an adult entertainment establishment as of the date of this covenant, or as
the Code may be amended :from time to time, then the CRA shall be entitled to file and obtain a
tempprary and pennanent injunction without notice.
3. Ri2'ht of First Refusal. Owner hereby grants to the eRA a one time right of first
refusal to purchase the Property (the "Rie:ht of First Refusal") on the following tenus and
conditions:
(a) Upon Owner's receipt of a bona fide third party offer (the "Offer") to
purchase the Property, Owner shall provide a copy of the Offer 10 the eRA. The Offer shan be
in the fonn of a written purchase and sale agreement in fonn and substance such that, but for the
Right of First Refusal) Owner would otherwise execute such Offer without further modification
to such Offer. The CRA shall have a period of fifteen (15) consecutive calendar days (the
"Option PerlodlJ) to determine whether or not the eRA wishes to exercise the Right of First
Refusal and enter into a purchase and sale agreement to purchase the Property on the identical
terms and conditions provided for in the Offer.
(b) Should the CRA elect to exercise its Right of First Refusal, the O\vner
must receive written notice from the CRA (the "Option Notice") within the Option Period in the
form- of (i) an affirmative written statement by the eRA of the CRA's election to exercise the
Right of First Refusal) (ii) an executed purchase and sale agreement in the identical fonu as the
Offer, except that the name of the purchaser or buyer thereunder shall be the eRA and (Hi)
evidence that any earnest money deposit required under the Offer has been made, in cleared U.S.
funds, to an escrow agent which shall be an agent for a nationally recognized title insurance
company. Failure by the eRA to timely provide the Option Notice shall be deemed to be the
CRA's election not to exercise its Right of First Refusal, and the Right of First Refusal shall
automatically tenninate and be of no further force or effect, without the necessity of any further
writing to evidence such termination being recorded in the Public Records of Palm Beach
County) Florida. In the event that the eRA exercises the Right of First Refusal, then the CRA
shall purchase the Property on essentially the same terms and conditions as the Offer, except that
the CRA shall be afforded the same number of calendar days as provid~d for in the Offer for
matter such as due diligence/inspection periods, title and survey review, and closing as contained
in the Offer, the determination of such time periods commencing on the date of the eRA's
exercise of the Right of First Refusal.
2
(c) The Right of First Refusal shall not apply to any transfer of the Property
through foreclosure, deed in lieu of foreclosure, or other similar transfer to the holder of any
mortgage on the Property. Notwithliltanding anything to. the contrary contained herein, the CRA
shall not have the right to exercise its Right of First Refusal in the event Owner sells the Property
to any entity which is also owned or controlled in whole or in part by some or all of the members
of Owner where such members continue to own at least 50% of such membership interests in the
purchasing entity (the "Affiliate").
(d) THE CRA ACKNOWLEDGES AND AGREES TIIAT TI1vfE IS OF THE
ESSENCE FOR THE CRNS EXERCISE OF ANY REFUSAL RIGHT. EXCEPT FOR
PROVIDING THE OPTION NOTICE TO THE CRA, OWNER IS NOT OBLIGATED TO
NOTIFY THE CRA OF ANY UPCOMING NEED TO TIMELY EXERCISE THE RIGHT OF
FIRST REFUSAL. TIm CRA FURTHER ACKNOWLEDGES THAT TIIE RIGHT OF FIRST
REFUSAL IS A ONE TIME RIGHT OF FIRST REFUSAL AND NOT A CONTINUING
RIGHT OF FIRST REFUSAL OR OtHERWISE SUBJECT TO REm-STATEMENT;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT OWNER DELIVERS THE OPTION
NOTICE TO WE eRA AND THE CRA DECLINES TO EXERCISE ITS RIGHT OF FIRST
REFUSAL, AND OWNER FAILS TO CONSUMMATE THE TRANSACTION WHICH WAS
THE SUBJECT OF SUCH OPTION NOTICE, THEN THE CRA'S RIGHT OF FIRST
REFUSAL SHALL BE EFFECTIVE AS ,TO ANY SUBSEQUENT PROPOSED TRANSFER
OF THE PROPERTY BY OWNER.
4. Notices, All notices, statements, demands or other communications (ltnotice(s)")
to be given under or pursuant to this Covenant, or which a party hereto may wish to give, must
be in writing, addressed to the other party at its address as provided below, and delivered in
person, by facsimile transmission or by certified or registered mail~ return receipt requested and
postage prepaid. Such notice will be deemed to have been delivered on the date of hand
delivery, on the date of delivery by facsimile transmission (unless such delivery is made on a
non-business day or on any day after 5 p.m., in which event delivery will be deemed to have
been made on the following business day) or on the day of delivery when mailed as aforesaid
(which would also be the day receipt is rejected), as the case may be. Any party may from time
to time change its address or facsimile number for receipt of notices by sending a notice to the
other parties specifYing such. new infonnation.
To Owner:
NSG Properties, Inc.
Attn: No.onan S. Goddard
3675 S. Federal Highway
Boynton Beach, Florida 33435
to CRA:
Boynton Beach Community Redevelopment Agency
Attn: Lisa A. Bright~ Executive Director
915 S. Federal Highway
3
Boynton Beach, Florida 33435
(561) 737-3258 (facsimile)
5. Miscellaneous.
(a) This Covenant will be construed in accordance with the laws of the State
of Florida. This Covenant will not be construed more strongly against either party regardless of
which party is responsible for its preparation.
(b) Time is of the essence. Any time periods provided for herein which ends
on a Saturday, Sunday or a.legal holiday will extend to 5:00 p.m. of the next business day.
(c). In connection with any litigation arising out of this Covenant, including,
without limitation, aU trial, appellate and post-judgment proceedings, the prevailing party will be
entitled to recover reasonable attorneys' fees and costs.
(d) This Covenant will ~ind and accrue to the benefit ofthe parties hereto and
their heirs, executors, administrators, assigns and successors in interest and shall be a covenant
running with the land. If any portion of this Covenant is . detennined to be unlawful, the
remaining portions will remain in full force and effect as if such unlawful portiones) did not
appear herein.
(e) 'This Covenant may be executed in any number of counterparts and by
different parties to this Covenant on separate counterparts, each of which, when so executed, will
be deemed an original, but all such counterparts will constitute one and the same Covenant,
{EXBCUTIONS ON FOLLOWING PAGBS]
4
IN WITNESS WHERBOF~ the parties have caused this Covenant to be executed and
delivered on the date first written above.
WllNESSES:
OWNER:
i
(CORPORATE SEAL)
COUNTY OF PALM BEACH
)
) ss:
)
STATE OF FLORIDA
~'HeUzANNrc:~EEG..m"\'i
_ eonm_\
",...~~~;h
Print Notary Name
. ........... ........ .-...--'
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
... H:\86S9\\ 9B76\DResl:rl~t[yeCoYcnanlAgreemenllU'Afrpa
5
CONSENT AND JOINDER
Boynton Beach Community Redevelopment Agency~ a public body, corporate and
politic, duly created and operated pursuant to Chapter 163, Florida Statutes, its successors and/or
assigns, hereby consents to, joins in and agrees that the undersigned and its successors and
assigns shall be bound by the above Covenant.
Witnesses:
(b\tIO~\.c.wu ~
Signature .
(;,",~~~\o.ne \{, \\Cm'-'e\lC'.t
Print Name
Boynton Beach Community Redevelopment
Agency, a public body, corporate and
politic~ duly created and operated pursuant
to Chapter 163, Florida Statutes
ACKNOWLEDGMENT
STATE OF FLORIDA )
) SS:
COUNTY OF ~A-.( u ~y )
__ Th,e foregoing instrument was acknowledged before me by 1,'/1: A B l--9 fit. +. as
~~ eltJ './-("',.,,, 1)}.~{J,..(.diOf Boynton Beach Community Redevelopment Agen-cy, a public
body, corporate and politic, duly created and operated pursuant to Chapter 163, Florida Statutes,
on behalf of the public body, corporate and politic, duly created and operated pursuant to
Chapter 163, Florida Statute, and who is personally known to me or has produced a Florida
driver's license as identification.
. ~ '
Witness my signature and official seal this 0l:J day of July, 2008) in he County and State
aforesaid. .
Notary Public S~te 0 Floridal>;;' j J A.I.\ C ("
Print Name: .Yo ~H-~~I Lt-A...e-tC,e- \
My Commission Expires: CJ4. I? ~Ol{ .~ -;, ~ A SUMMI.HARRIS
~ PlIbJIo . 8tIIt of flodU
· · .,~c-.._- - ~~ 17,~tt
0ft'IllIIatl0n . DD 725121
H:\200'M10413 BBCRA\SOUTHBRN ENTBRTAlNMENl\Fffl81ltestrfctlvo Covenant July 2l.doc I ....~"...HcWyAan.
6
LEGAL DESCIRPTI0N'
A parcel of land lying in Palm Beach County, Florida. more particularly described as follows:
Commencing at the intersection of the Easterly right-ot-way line of the Florida East Coast Railway with the
East- West Quarter Section line of Section 4, Township 46 South. Range 43 East, Palm Beach County,
Florida; thence Easterly along said East-West Quarter Section line, a distance ofBO.90 feet; thence Northerly,
parallel with the said Easterly right.o~way of the Florida East coast Railway, a distance of 62.67 feet to an
intersection, with the Northerly right-or-way line ofGuJfsfream Boulevard; thence Easterly along said
Northerly rlght-ofway Une a distance of70.S5 feet to the point of curvature ofa curve to the South baving a
radius of 1950.08 feet and a central angle of SO 59' 3811; thence Easterly along the arc of said curve 1\ distance
of204 fee*i thence continue Easterly, along said rigbt.o~way line, tangent to said curve, a distance of 68.82
feet to the POlNT OF BEGlNNlNG of the Parcel to be herein described; thence continue Easterly, atong the
same course, a distance of217.96 fectto the pointofa curvature ofa curve concaVe to the Northwest having
a radius of20 feet and a central angle of720 27' SO"; thence Easterly and Northerly along the arc of said.
curve, a distance of2S.29 feet to a point in the westerly right-of-way Uno of U.S. Highway No. I (S.R. ## S);
thence Northerly along said right-of~way line tangent to said curve, a distance of 180.03 feeti thence
Westerly, making an angle with the preceding course of 1070 33' 34", measured from North to West. a
distance of263.4S feet; thence Southerly, making an anglo with the preceding course oU80 33' 12" measured
from Bast to So~ a distance of 187.60 feet to the POINT OF BEGINNING aforesaid.
APPROVED on 1uly 22, 2008
ExhIbit "A"