R94-033RESOLUTION NO./~-~
A RESOLUTION OF THE CITY CObIMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE AN ASSIGNMENT OF
OPTION TO PURCHASE FOR THE SEACREST SCRUB
~2QUISITION PROJECT; A COPY OF WHICH IS
ATTACHED HERETO AS COMPOSITE EXHIBIT "A";
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, there exists an Option Agreement for Sale and
Purchase between Cedar Grove Investments, N.V. and The Nature
Conservancy, Inc., for certain lands known as Seacrest Scrub;
and
WHEREAS, pursuant to the EnvironmentallySensitive Lands
Acquisition Program Agreement between The Nature Conservancy,
and Palm Beach County and the City of Boynton Beach, dated
July 23, 1991, The Nature Conservancy hereby transfers and
assiqns to Palm Beach County and the City of Boynton Beach,
all of its right, title and interest in that certain option to
purchase between Cedar Grove Investment, N.V., and The Nature
Conservancy; and
WHEREAS, the City of Boynton Beach hereby acknowledges
that Palm Beach County will acquire fee simple title to the
entir~ property and the City of Boynton Beach will contribute
$80,000 towards the total purchase price;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton
Beach, Florida hereby does authorize and direct the Mayor and
City Clerk to execute an Assignment of Option to Purchase,
attached hereto as composite Exhibit "A", and does acknowledge
that the County shall take fee simple title to all of the
property at closing, and the City of Boynton Beach will
contribute the sum of $80,000 toward the purchase price.
Section 2. That this Resolution shall become
effective immediately upon passage.
PASSED AND ADOPTED this / day of /~//, /~
CITY OF
BE~ACH, FLORIDA
oner
ATTEST:
City Clerk
(c°rporate Seal
Authsig.doc
S/Crest. Pro
2/24/93
ASSIGNMENT OF OPTION TO PURCHASE
For the consideration recited hereunder, THE NATURE
CONSERVANCY, a District of Columbia nonprofit corporation,
authorized to transact business in the State of Florida as The
Nature Conservancy, Inc., whose address is 2699 Lee Road, Suite
500, Winter Park, FL 32789, as Assignor, hereby transfers and
assigns to the PALM BEACH COUNTY, a political subdivision of the
State of Florida, with an address at 301 N. Olive Avenue, Suite
601, West Palm Beach, FL 33401, its successors and assigns,
("County"), and the CITY OF BOYNTON BEACH, a municipality of Palm
Beach County ("City"), with an address at 100 East Boynton Beach
Boulevard, Boynton Beach, FL 33435 (County and City are
collectively "Assignees") all of its right, title and interest in
that certain option to purchase between CEDAR GROVE INVESTMENT,
N.V., a Netherlands Antilles corporation, as Seller and Assignor,
as Purchaser, which option agreement is attached hereto as Exhibit
~'A'~ and by reference made as part hereof (the "Option Agreement"),
for the sale and purchase of the real property described in the
Option Agreement (the "Property"), subject to terms and conditions
thereof and hereby does remise, release and quit claim unto
Assignees and their respective successors and assigns, all of its
rights title and interest in and to the Property.
By its signature to this Assignment city hereby acknowledges,
and reaffirms that County shall take fee simple title to all of the
Property at the closing even though City is obligated to pay a
portion of the Total Purchase Price of the Property as defined in
the Option Agreement. Unconditional conveyance of the Property in
fee simple from Seller to County will take place at the closing in
exchange for the payments to be made to Seller at closing as set
forth in the Option Agreement.
Assignor hereby authorizes and empowers County, on the
performance by the respective Assignees of all the above-mentioned
terms and conditions to demand and receive of Seller the warranty
deed covenanted to be given in the Option Agreement hereby assigned
in the same manner and with the same effect as Assignor could have
done had this Assignment not been made.
This Assignment is made pursuant to the Environmentally
Sensitive Lands Acquisition Program Agreement between Assignor and
County and dated July 23, 1991. The consideration for this
Assignment shall be payment by County to Assignor according to the
terms of said Program Agreement.
Assignor and County hereby acknowledge that payment of the
consideration for this Assignment is contingent upon the sale of
the Property to County, and that County shall not be required to
pay said consideration to Assignor until the closing between Seller
and County.
TWO WITNESSES AS TO ASSIGNOR
THE NAT~E CONSERV~CY, District
of Columbia nonprofit corpora-
tion, authorized to transact
business in the State of Florida
as The Nature Conservancy, Inc.
/ John ~. Flicker
/
Its Vice President
Attest:
Maria F. Metchiori
Assistant Secretary
(CORPORATE SEAL)
Date Executed:
ACCEPTANCE BY COUNTY
County hereby accepts the above Assignment of Option Agreement
and agrees to perform all obligations to be performed by Assignor
under the Option Agreement. according to the terms and conditions
therein stated, except for those obligations to be performed by
City.
ATTEST
PALM BEACH COUNTY, FLORIDA
BY ITS BOARD OF COUNTY
COMMISSIONERS
By: By:
Clerk
Chair
Approved as to
Sufficiency
Attorney:
Date Executed:
form and Legal
2
ACCEPTANCE BY CITY
City hereby accepts the above Assignment of Option. Agreement
and agrees to perform all obligations to be performed by Assignor
under the Option Agreement, according to the terms and condition
therein stated, except for those obligations to be performed by
County.
TWO WITNESSES AS TO CITY
CITY OF BOYNTON BEACH, BY ITS
CITY COUNCIL
By:
Name:
Its:
Date:
Approved as to Form
and Legal Sufficiency:
Attorney:
Date Executed:
STATE OF FLORIDA
COUNTY OF ORANGE §
·
The foregoing instrument was acknowledged before me t~is
day of .~~ , 1994, by John R. Flicker as Vice President of
The Nature dons~rvancy, a nonprofit District of Columbia
corporation, authorized to transact business in the State of
Florida as The Nature Conservancy, Inc., 6n behalf of the
corporation. He is personally known to me and did take an oath.
[ NOTARY
SEAL]
OFFICIAL
DOROTH¥ ~. CROWEhh
My Commission Expires
July I, 1996
Comm. No. CC 23.1956
NOTARY ~UBLIC
s~.gn
print ~D~O~%/ //~, ~'~O~e ~[
/
Commission Number: a~ ~///~$
My Commission Expires: 7///~/~
3
Nature. "
conservancy.
Florida Chapter
February 8,
1994
UPS OVERNIGHT
Michael A. Rubin, P.A.
420 So. Dixie Highway, Suite
Coral Gables, FL 33146
4B
Re: Cedar Grove Investments, N.V. Property
Seacrest Scrub, Ecosite f29, Palm Beach
Dear Mr. Rubin:
County
This will confirm that the Option Expiration Date referenced in
paragraph 2. of the Option Agreement for Sale and Purchase dated
January 5, 1994 for the above-referenced property is hereby
extended to March 31, 1994.
Please indicate your consent to this extension
returning to me the enclosed copy of this letter
self-addressed envelope which is provided.
Thank you for your courtesy.
Very truly yours,
Maria F. Melchiori
Director.of Operations
by signing and
in the stamped,
MFM/dc
c: J. Pescatello, D. Zinmerman
Enclosure
CONSENTED/~ AGREED TO
CEDAR/G~VE ~ESTMENTS, N.V.
/
t Michae.1 A. Rubin, P.A.
torney in Fact
2699 Lcc Road. Suilc SO0. '~V n c' Park FL32759 · 40~- 6~t5-.~$8~'~ - - · ~.:.~ 407 644-1778
Project : FCT/Seacrest Scrub PROPERTY
Parcel #: 91-022-PLA TAX I.D.: 08-43-46-0400-002-
0010
OPTION A~REEMENT FOR SALE ~ND PURCHASE
GROVE INVESTMENTS, N.V., a Netherlands, Antilles corporation, whose address is
420 South Dixie Highway, ~4B, Coral Gables, FL 33146, as "Seller" and THE NATURE
CONSERVANCY ("TNC"), a District of Columbia nonprofit corporation authorized to
transact business in the State of Florida as THE NATURE CONSERVANCY, INC., whose
address is 2699 Lee Road, suite 500, Winter Park, FL 32789, (as "Purchaser").
1. GRANT OF OPTION. Seller hereby grants to Purchaser and its successors and
assigns the exclusive option to purchase the real property located in Palm Beach
County, Florida, described in Exhibit "A", together with all improvements,
easementsand appurtenances (the "Property"), in accordance with the provisions
of this Agreement. This Agreement becomes legally binding upon execution by the
parties but exercise of the option is subject to approval bY TNC or by the BOARD
OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA (the
"Trustees"), whose address is Florida Department of Environmental Protection,
Division of State Lands, 3900 Commonwealth Blvd., Mail Station 115, Tallahassee,
Florida 32399-3000, or the FLORIDA COMMUNITIES TRUST, a nonregulatory agency
~ith!n the Department of Community Affairs ("Acquiring Agency"), whose address
s 2740 CentervieW Drive, Tallahassee, Florida 32399 end PALM BEACH COUNTY
subdivision of the State of Florida ("County"), whose
County, Department of Environmental Resources Management,
3111 Suite 146, West Palm Beach, Florida 33405, and the CITY
a municipality of Palm Beach County ("City"), whose address is
100~ leach Boulevard, Boyn~on Beach, Florida 33435 if this Option is
Trustees, or the Ack,ring Agency, the county and the City, and
it i o~ly if Purchaser or its s~cce~sorS and assigns give written
to Seller. If this c~ion is assigned to the Trustees, or the
the COunty and the City, the county's agents in all matters
of Environmental R~soureee Management ("ERM") and the
, and the~Trustees agent in all matters shall be the
Lands of the Florida Department of Environmental Protection
("DS~").
2. OPTION TERMS. The option payment is $100.00 ("Option Payment"), the
receipt and sufficiency of which is hereby acknowledged by Seller. The option
may be exercised during the period beginning with Purchaser's approval of this
Agreement and ending on December 22, 1993 ("Option Expiration Date"), unless
extended by other provisions of this Agreement. In the event Purchaser's funds
in the amount of the Total Purchase Price (as hereinafter defined in paragraph
3.A.) are not available by the Option Expiration Date the period of exercise of
the Option may be extended until such funds become available, not to exceed 60
days after the Option Expiration Date, by written notice to Seller.
3.A. PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the
Property is TWO MILLION FIFTY THOUSAND Dollars ($2,050,000.00). Seller
acknowledges that if this option is assigned to the Trustees, or the Acquiring
Agency, the County and the City in accordance with paragraph 20., exercise of
this option is contingent and conditioned on the following:
(a)
Acquiring Agency shall have obtained a ten (10%) percent increase in
existing funding to acquire this Property pursuant to Rule 9K-
4.011(2)(a), Florida Administrative Code; and
[PROJECTS\SEACREST.SCB\~EDAR.GRV\OPTION.AGN] DHC
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(b)
City shall have secured the sum of $80,000.00 towards the Total
Purchase Price. In consideration thereof Seller shall deliver to
City at closing a general release of all claims which Seller may have
against City on account of Seller's ownership or operation of the
Property.
The Total Purchase Price, after reduction by the amount of the Option Payment,
will be paid by Purchaser in cash (or, if this option is assigned to the
Trustees, or the Acquiring Agency, the County and the City in accordance with
paragraph 20.), by state warrant, and by County and City checks, respectively,
at closing to Seller or Seller's designated agent who meets the requirements of
Section 253.025, Florida Statutes in the manner set forth herein. If this option
is assigned to Trustees, or the Acquiring Agency, County and City, the Total
Purchase Price shall be paid to Seller as follows: Acquiring Agency sh~ll pay
the lesser of $889,139.90 or 50% of the final adjusted Total Purchase Prxce for
the Property as determined in accordance with paragraph 3.B. ("Acquiring Agency's
Purchase Price"), which, after reduction of the Option Payment made by TNC, will
be paid to Seller by state warrant at closing, City shall pay the sum of $80 000
to Seller by City warrant at closing ("City's Purchase Price,) and County shall
pay the lesser of $1,080,860.10 or the difference between the Acquiring Agency's
Purch&se Price, City's Purchase Price and the final adjusted ToteiPurchase Price
for the Property as determined in accordance with paragraph 3.B. (County's
Purchase Price") to Seller by County check at closing. The T6tal Purchase Price
is s~bject to adjustment in accordance with paragraph 3.B. The determination of
the final Total Purchase Price can only be made after the completionand DSL's
a~proval of the survey required in paragraph 5. This Agreement ia contingent
u~n ~pproval of the Total ~urchase Price byPurchaser an~upon confirmation that
the fica! adjusted Total Purchase Price is not in excess of the maximum value of
the Property as determined in accordance with Section 253.02S, Florida Statutes
("OSL'A~proved Value").
Pay?ents due Seller at closing will be paid to a trust account of Seller's
designated escrow agent who meets the requirements of Section 253.025(17),
Florida Statutes. Proceeds from said account are to be distributed to Seller
hereunder in payment of Seller's interest in the Property in such manner as
Seller may direct in writing prior to closing. It is expressly acknowledged,
understood and agreed by Seller that neither TNC, the Acquiring Agency, the
County or the City, if TNC's interest in this option is assigned to the Trustees,
or the Acquiring Agency, the County and the City, shall have liability for and
shal~ be fully indemnified and held harmless from any liability or claims brought
by the Seller hereunder on account of the manner in which the Total Purchase
Price due Seller pursuant to this Agreement is to be delivered. An instrument
evidencing this indemnification, hold harmless and release provisions containing
su~h'~erms and in such form as may be required by Purchaser is to be delivered
at closing.
if this option is assigned to the Trustees, or the Acquiring Agency, the County
and the City, the Acquiring Agency, the County and the City agree that the County
shall take fee simple title to all of the Property at the closing notwithstanding
that the Acquiring Agency, the County and the City are required to pa~ all of the
Total Purchase Price, and Seller shall convey his entire fee simple interest in
the~roperty to the County at closing in accordance with the provisions of this
Agreement. If this option is assigned to the Trustees, or the Acquiring Agency,
the County &nd the City, the Total Purchase Price is the sole responsibility of
the City, the County end the Acquiring Agency, and the Trustees shall have no
obligation under this Agreement to provide any portion of the Total Purchase
Price, and Seller shall have no recourse whatsoever, at law or equity, against
the Trustees or the Property relating to any part of the Total Purchase Price.
If this option is assigned to the Trustees, or the Acquiring Agency, the County
and the City, this Agreement is also :ontingent upon County's Purchase Price and
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City's Purchase Price being available at closing and upon County and City giving
written notice to the Acquiring Agency prior to the exercise of the option, that
County and City funds in the amount of County's Purchase Price and City's
Purchase Price, respectively, are available to close in accordance with this
Agreement. If such notification is not accomplished, the Acquiring Agency may
in its sole discretion declare this Agreement void and of no further force and
effect as of that date. County's Purchase Price is the sole responsibility of
County, and Seller shall have no recourse whatsoever, at law or equity, against
the Trustees, the Acquiring Agency, the City or the Property, as a result of any
matter arising at any time whether before or after fee simple title is conveyed
to the County, relating to County's Purchase Price, nor shall the Trustees or the
Acquiring Agency or the City have any obligation under this Agreement to provide
any portion of County's Purchase Price. city's Purchase Price is the sole
responsibility of City, and Seller shall have no recourse whatsoever, at law or
equity, against the Trustees, the Acquiring Agency, the County or the Property,
as a result of any matter arising at any time whether before or after fee simple
title is conveyed to the County, relating to City's Purchase Price, nor shall the
Trustees or the Acquiring Agency or the County have any obligation under this
Agreement to provide any portion of City's Purchase Price. Acquiring Agency's
Purchase Price is the sole respensibility of the Acquiring Agency and Seller
shall have no recourse whatsoever, at law or in equity, against the Trustees, the
County, the City or the Property, as a result of any matter arising at any time
whether before or after fee simple title is conveyed to the County, relating to
Acquiring Agency's Purchase Price, nor shall the Trustees or the County have any
obligation under this Agreement to provide any portion of Acquiring Agency's
Purchase Price. Should County's, City's or Acquiring Agency's Purchase Price not
be available for any reason, Purchaser or Seller may elect to terminate this
Agreement by written notice to the parties without liability to any party.
3.B. ADJUSTMENT OF TOTAL PURCW~ PRICR. If, prior to closing, Purchaser
determines that the Total Purchase Price stated in paragraph 3.A. exceeds the DSL
Approved Value of the Property, the Total Purchase Price will be reduced to the
DSL Approved Value of the Property. If the final adjusted Total Purchase Price
is less than the Total Purchase Price stated in paragraph 3.A. because of a
reduction in the DeL Approved Value of the Property, Seller shall, in his sole
discretion, have the right to terminate this Agreement and neither party shall
have any further obligations under this Agreement. If Seller elects to terminate
this Agreement, Seller shall provide written notice to Purchaser of his election
to terminate this Agreement within 15 days after Seller's receipt of written
notice from Purchaser of the final adjusted Total Purchase Price. In the event
Seller fails to give Purchaser a written notice of termination within the
aforesaid time period from receipt of Purchaser's written notice, then Seller
shall be deemed to have waived any right to terminate this Agreement based upon
a reduction in the Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRONMENTAL AUDIT. Seller shall, at his sole cos= and expense and at
least 20 days prior to the Option Expiration Date, furnish to Purchaser an
environmental audit of the Property which meets the standards and requirements
of Purchaser. It is Seller's responsibility to ensure that the consultants
contact DSL regarding these standards and requirements. Seller shall use the
services of competent, professional consultants with expertise in the
environmental auditing process to determine the existence and extent, if any, of
Hazardous Materials on the Property. County shall reimburse Seller for the DSL
approved cost of the environmental audit, upon Seller's submission of the
necessary documentation to County which evidences payment in full of the
environmental audit costs by Seller. This reimbursement is contingent upon a
sale of the Property to Purchaser. However, in the event Seller and Purchaser
are unable to agree on the amount to be reimbursed, Seller may, at his option,
rescind this A~reement. For purposes of this Agreement "Hazardous Materials"
shall mean any hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any Environmental Law (as hereinafter
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defined in paragraph 4.B.). The audit shall be certified to Purchaser and the
date of certification shall be within 45 days before the date of closing.
4.B. HAZARDOUS MATERIALS. In the event that the environmental audit provided
for in paragraph 4.A. confirms the presence of Hazardous Materials on the
Property, Purchaser, at its sole option, may elect to terminate this Agreement
and neither party shall have any further obligations under this Agreement.
Should Purchaser, elect not to terminate this Agreement, Seller shall, at his
sole cost and expense and prior to the exercise of the option and closing,
promptly commence and diligently pursue any assessment, clean up and monitoring
~f t~eProperty necessary to bring the Property into full compliance with any and
all applicable federal, etate or local laws, statutes, ordinances, rules,
~egulations or other governmental restrictions regulating, relating to, or
imposing liability or standards of conduct concerning Hazardous Materials
("Environmental Law"). However, should the estimated cost of clean up of
Hazardous Materials exceed a sum which is unacceptable to Seller, as determined
by Seller in Seller's sole discretion, Seller may elect to terminate this
Agreement and neither party shall hav~ any further obligations under this
Agreement. In the event that Hazardous Materials placed on 'the ~roperty prior
to closing a=e d~soove :ed after c~osing, Seller shall remainobligate~hereunder,
with such obligation ~o survive the clo~ing and delivery and re~ording of the
deed desc=ibed in paragraph 8. Of this Agreement and Purchaser s possese~on of
the Property, to dil~ gently pursue and accomplish the cleam up of Hazardous
Materials in a manner cons£stent with all applicable Environmental Laws and at
Seller's sole cost and expense.
Further, in the event that neither party elects to terminate this Agreement as
provided above, Seller Shall, for a period of twelve (12) months from the date
of closing, indemnify and save harmles~ and defend Purchaser, its officers,
servants, agents and ~m~loyees from and against any and all claims, suits,
actions, damages, liabilities, expenditures or causes of action of whatsoever
kind arising from ~azardous Materials placed on the Property prior to closing and
during the period of Seller's ownership of the Property, whether the Hazardous
Materials are discovered prior to or after closing. Seller shall defend, at his
sole cost and expense, for a period of twelve (12) months from the date of
closing, any legal action, claim or proceeding instituted by any person against
Purchaser as a result of any claim, suit, or cause of action for injuries to
body, life, limb or ~roperty for which Hazardous Materials placed on the Property
prior to closing, ahd during the period of Seller's ownership of the Property,
are alleged to be a contributing legal cause. Seller shall save Purchaser
harmless from and against all judgments, orders, decrees, attorney's fees, costs,
expenses and liabilities in and about any such claim, suit, investigation or
defense thereof,, which may be entered, incurred or assessed as a result of the
foregoing.
5. SURVEy. Seller shall no laterthan 3~days prior to the Option Expiratio~
Date obtain at his sole cost and expense and deliver to Purchaser a current
boundary survey of the Property prepared by a professional land surveyor licensed
by the State of Florida which meets the standards and requirements of DSL
("Survey"). It is Seller's responsibility to ensure that the surveyor contacts
the Bureau of Survey and Mapping in DSL regarding these standards and
requirements prior to the commencement of the Survey. The Survey shall be
certified to Purchaser and the title insurer and the date of certificatio~ shall
be within 90 days before the date of clo~ing, unless this 90 day time period is
waived by Purchaser and by the title insurer for purposes of deleting the
standard exceptions for survey matters and easements or claims of easements not
shown by the public records from the owner's title policy. If the Survey shows
any encroachment on the Property or that improvements intended to be located on
the Property encroach on the land of others, the same shall be treated as a title
defect. County shall reimburse Seller for the DSL approved cost of the Survey
upon Seller's submission of the necessary documentation to County which evidences
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payment in full of the Survey costs by Seller. This reimbursement is contingent
upon a sale of the Property to Purchaser. However, in the event Seller and
Purchaser are unable to agree on the amount to be reimbursed, Seller may, at his
option, rescind this Agreement.
6. TITLE INSURANCE. Seller shall, at his sole cost and expense and at least
35 days prior to the option Expiration Date, furnish to Purchaser a marketable
~,~u~a~ce company, approved by DSL,
title insurance com~itment, to be followed by an owner's marketable tit
insurance policy (ALTA Form"B") from a ~tle ~ ...... le
insuring marketable title of Purchaser to the Property in the amount of the
Purchase Price. Seller shall require that the title insurer delete the standard
exceptions of such policy referring to= (a) all taxes, (b) unrecorded rights or
claims of parties in pos~esSion, (c) surve~matters, (d) unrecorded easements or
claims of easements, and (e) unrecorded mechanics, 1
Se}ler for Seller's cost of obta' na ~l~ · lens. County shall reimburse
necessary document~ation %j~l_t~~e ~e~n. ~n effect upon Seller's subs- isskon o~-~-~
the title insurance policy. Thi~ ~-'--~ viden~e? payment ~n full of the cost ~
Property to Purchaser. ' - -=azmuureament ls contingent upon a sale of t~
7. DEFECTS IN TITLE. Seller shall, within 90 days after notice from
Purchaser, remove all defects in title except for the Pe~m:tt'
hereinafter defined). Seller a~rees = - ed Exceptions (as
defect w =o use ull£ est
s in title within the ' orov{a g effort to correct the
t~me _--._u~d therefor, including the bringing of
necessary suits. If Seller is unsuccessful in removing the title defects within
said time or if Seller fails to make a ~l~gent effort to correct the title
i%? have tb. option to .ith.r:
(a) accept the title as it
n in the Total Purchase Price by an amount agreed upon by
Seller and Purchaser, it being understood and agreed that in the event the
parties are unable to agree on the Total Purchase Price
shall terminate and the ---~-- -=-,- ~ -. : , then this A r
hereunder, (b) aCCept eH~ ~ relieved of their respective obl' ·
...... s it then is with no red~ction in the Total
Purchase Price, (c) extend the amount of time tha~ Seller has to cure the defects
in title to a mutually agreed date betWeen Seller and p
extension, date, .then this Agreement shall term'
~elaeved of their respective ob~4,.~__ = ~na~e and the parties shall be
8. INTEREST. CONVEYED. At closing, Seller shall execute and deliver to
Purchaser a ~tatutory warranty deed in accordance with Section 689.02
Statutes~ conFeying ~arketable title to tA~ - ......... , Florida
encumbrances, except for the title exceptions set forth in Exhibit B attached
hereto and any ot~er title exceptions that are acceptable encumbrances in the
opinion of Purchaser and do not impair the ma ' ·
~roperty(the "Permitted Exceot' ,~-~ ...... r~eta~l~ty of the title to the
........ =~ uua= any of the Permitted
Exceptions are not acceptable encumbrances in the opinion of Purchaser, then
Purchaser shall have the right in its sole discretion to terminate this Agreement
by notice to Seller in accordance with paragraph 28. before exercising the optio~
and the Parties hereto shall be released as to one another of all further
obligations under this Agreement.
9. ~EEPARATION OF CLOSIN~ DOCUMENTS. Upon execution of this Agreement, Seller
shall submit to Purchaser a properly completed and executed beneficial interest
affidavit and disclosure statement as requiredby Sections 286.23, 375.031~1) and
380.08(2), Florida Statutes, on DSL forms provided
prepare the release described in paragraph 3.A.(b} by Purchaser. Seller shall
of this Agreement, the deed
described in paragraph 8. of this Agreement, Purchaser's and Seller'~ closing
Page 5
/
statements and the title, possession a~d lien affidavit certified to Purchaser
and title insurer in accordance with Section 627.7842, Florida Statutes, and an
environmental affidavit on DSL forms provided by Purchaser. All prepared
documents ehall be submitted to Purchaser for review and approval at least 20
days prior to the Option Expiration Date.
10. PURC~ASER'SREVIEW FOR CLOSING. Purchaser will approve or reject each item
required to be provided by Seller under this Agreement within 35 days after
receipt of all of the required items. Seller will have 30 days thereafter to
cure and reeubmit any rejected item. In the event Seller fails to timely deliver
any item, or Purchaser rejects any item after delivery, Purchaeer may in its
discretion extend the Option Expiration Date to a mutually agreed date.
Notwithstanding the foregoing., should the submisaion and rejection process
contemplated herein exceed the Option Expiration Date by more than 15 days,
Seller may, in h~s sole discretion, elect t~ terminate this Agreement by written
notice thereof to Purchaser in accordance with paragraph 28.
11. EXPENSEs. Seller will pay the documentary revenue stemptax and all other
taxe~ Or Coeds as~ociatedwith the conveyance, including the cost of recording
the deed~described in.paragraph 8. of this Agreement and any other recordable
instrumentswh~ch Purchaser deems necessary to assure good and marketable title
to the Property.
12. TA~ESAND ASSESSMENTS. If TNC does not assign this option, all real estate
taxes and assessments which are or which may become a lien against the Property
shall be prorated between the parties to the date of closing, it being understood
and agree~thatSeller shall b~ allowed to take full advantage of such discounts
as ma? beavailable for the current tax year. Notwithstanding any provision
contained.he=sin to the contrary, if TNC assigns this optlonto the Trustees, or
the Acquiring~Agency, the City and the County in accordance with paragraph 20.,
all real estate taxes and assessments which are or which may become a lien
against the l~roperty shall be satisfied of record by Seller at closing. If TNC
assigns to the Trustees, or the Acquiring Agency, theCounty and the
with paragraph 20., and ~ounty acquires fee title to the
January 1 and November 1, Seller shall, in accordance with
Section Florida Statutes, place in escrow with the county tax collector
an amount c~rrent taxes prorated to the date of transfer, based upon
the millage rates on the Property. In the event the
County fee title to the Property on or after November 1, Seller shall
pay to ~ tax collector an amount equal to the taxes that are determined
to be due and payable by the county tax collector. Anything to the
contrary contain~ herein notwithstanding, in the event an extraordinary
Property prior to closing, thenSeller may, in his sole
to t this Agreement and the parties shall be released
reepective hereunder.
13. CLOSIN~iPLACE AND 0ATE. The closing shall be on or before 1~ days after
)ption~'provided, however, that if a defect exists in the
title to ~itle commitment, Survey, environmental audit, or any
other be 9rovided or completed and executed by Seller, the
on the original closing date or within 60 days after
receipt of do~umentation curing the defects, whichever is later. The closing
~hall be Set by Purchaser at a date, time and place that is mutually agreeable
to all partie~.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of
loss or damage to the Property prior to the date of closing and warrants that the
Property Shall be transferred and conveyed to Purchaser in the same or
essentially the same condition as of the date of Seller's execution of this
~greement, ordinary wear and tear excepted. However, in the event the condition
of the Property ~s altered by an act of God or other natural force beyond the
Page 6
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control of Seller, Purchaser may elect, at its sole option, to terminate this
Agreement and neither party shall have any further obligat£ons under this
Agreement. Seller represents and warrants that there are no parties other than
Seller in occupancy or possession of any part of the Property. Seller agrees to
clean up and remove all abandoned personal property, refuse, garbage, junk,
rubbish, trash and debris from the Property to the satisfaction of Purchaser
prior to the exerciae of the option by Purchaser; however, inthe event the cost
of aaid clean up is greater than $1,000.00, then the County, at its option, and
after notice thereof to Seller, may proceed with.the clean up of the Property at
its sole cost and expense for clean up costs above $1,000.00 for whi=h Seller
shall remain responsible, or, in the alternative, terminate this Agreement,
thereby releasing the parties fromtheir respective obligations hereunder.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date
Lhis Agreement ia executed by Seller, Purchaser and its agents, upon reasonable
tics, shall have the right to.enter the Property for all lawful purposes in
connection with this Agreement. Seller ehall deliver possession of the Property
to Purchaser at CloSing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the
Property.
17. DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the
default and proceed to closing, seek specificperformance, or refuse to close and
elect to receive the return of any money paid, each without waiving any action
for damages, or any other remedy permitted by law or in equity resulting from
Seller's default. If Purchaser defaults under this Agreement, Seller may waive
the default and proceed to closing, seek specific performance or refuse to close
and retain Purchaser's Option Payment.
18. EROKERS. Seller warrants that no persons, firms, corporations or other
entitiea are entitled to a real. estate commission or other fees as a result of
this Agreement or subsequent closing, except as accurately disclosed on the
disclosure statement required in paragraph 9. Seller shall indemnify and hold
Purchaser harmless from any and all such claims, whether disclosed or
undisclosed. TNC warrants and represents that it has neither contracted with nor
dealt with Mary L. Law or Law Real Estate Corporation in connection with this
transaction.
19. RECORDING. Neither Seller nor Purchaser shall have the right to record
this Agreement or memorandum giving ~otice of this Agreement in the appropriate
county or counties.
20. ASSIGNMENT. TNC may assign this Agreement only to the Trustees, or the
Acquiring Agency, the County and the City, an which event TNC will provide
written notice of assignment to Seller. This Agreement may not be assigned by
Seller without the prior written consent of Purchaser, which consent may not be
unreasonably withheld provided there is no change in the principals of the
assigner and assignee entities.
21. TIME. Time is of essence with regard to all dates or times set forth in
this Agreement.
22. SEVERABILIT~. In the event any of the provisions of this Agreement are
deemed to be unenforceable, the enforceability of the remaining provisions of
this Agreement shall not be affected.
23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement,
Seller's heirs, legal representatives, successors and assigns will be bound by
it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the
option, Purchaser and Purchaser's successors and assigns will be bound by it.
Page 7
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Whenever used, the singular shall include the plural and one gender shall include
all genders.
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties~ertaining to the subject matter contained ~n it and supersedes all prior
and contemporaneous agreements, representations and understandings of the
parties. ~o supplement, modificatio~ or amendment to this Agreement shall be
binding unless executed in writing by the parties.
25. WAIVER. Failure of Purchaser to insist upon strict ~erformance of any
covenant or condition of this Agreement, or to exercise any right herein
contained, shall not be construed as a waiver or relinquishment for the future
of any such covenant, condition or right~ but the same shall remain in full force
and effect.
26. ~REEMENT EFFECTIVE. This Agreement or any m~dification, amendment or
alterat~ion thereto, shall not be effective or binding upon any of the parties
hereto until it has been executed by all of the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties aha11
be deemed a part of this Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto
the other, it must 'be given by written notice, and either delivered personally
or mailed to the appro~riat~ address indicated on the first page of this
Agreement, or such other address as is designated in writing by a party to this
Agreement.
29. 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 deed described in paragraph 8. of this Agreement
and Purchaser's possession of the Property.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OB BEFORE DECEMBER 22, 1993, THIS
OFFER WILL BE VOID UNLESS TEE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT
THIS OFFER. IF THIS OPTION IS ASSIGNED TO TH~TRUSTEES, OR THE ACQUIRING AGENCY,
THE COUNTY AND THE CITY, THE EXERCISE OF THIS OPTION IS SUBJECT TO= (1) APPROVAL
OF THIS AGREEMENT BY THE TRUSTEES, OR THE ACQUIRING AGENCY, THE COUNTY AND THE
CITY, (2) ACQUIRING AGENCY'S GOVERNING BODY OBTAINING A TEN (10%) PERCENT
INCREASE IN EXISTING FUNDING TO ACQUIRE THIS PROPERTY PURSUANT TO RULE 9K-
4.011(2)(a}, FLORIDA ADMINISTRATIVE CODE AND GRANTING PROJECT PLAN APPROVAL IN
ACCORDANCE WITH RULE 9K-4.011, FLORIDA ADHINISTRATIVE CODE, (3} CITY SH~LL RAVE
SECURED THE SUM OF $80,000 TOWARDS THE TOTAL PURCHASE PRICE, (4) CONFIRMATION
THAT THE FINALADJUSTED TOTAL PURCHASE PRICE IS NOT IN EXCESS OF THE DSL APPROVED
VALUE OF THE PROPERTY, AND (5) DSL'S APPROVAL OF ALL DOCUMENTS TO BE FURNISHED
HEREUNDER BY SELLER. THE STATE OF FLORIDA'S (ACQUIRING AGENCY'S} PERFORMANCE AND
OBLIGATION TO PAY UNDER THIS CONTRACT IS CONTINGENT UPONANANNUALAPPROPRIATION
BY THE LEGISLATURE.
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THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. '
~itness as to Seller
Witness as to Seller
SELLER
C"EDAN GROVE INVESTMENTS N.V., a
Netherlands, Antilles corporation
(CORPORATE SEAL )
~ocial Security No. or F.E.I.D. No.
Approved as to Form and Legality
By:
Date:
PURCHASER
THE NATURE CONSERVANCy, a District
of Columbia nonprofit corporation
authorized to transact business in
the State of Florida as THE
RA %RE co, sERVANt,
/pohn R. ~licker~ ~£ce Pres£dent
(CORPORATE SEAL)
F.E.I.D. NO.'
~ate Signed by Purchaser
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Page 9
STATE OF )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
· 1993, by , as ------6f Cedar
' Groves Investments N.V., a Netherlands, Antilles corporation on behalf of the
corporation. ~e is personally known to me or has produced a driver's license as
identification.
(NOTARX PUBLIC)
SEAL
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Co~iseion No.:
My Co,lesion Expires:
STATE OF FLORIDA )
)
COUNTY OF ORANGE )
~6~ , 1993, by John R. Flicker, as V~ce President of The Nature
Conservancy, a District of Columbia nonprofit corporation authorized to transact
business in the Skate of Florida as THE NATURE CONSERVANCY, INC., on behalf of
the corporation. He is personall~known to me.
SEAL . N6tary Public '
(Printed, Typed Or Stamped Name of
OFFICIAL SEAL
DO ROTHY M. CR~WELL
My Comrnisslo~ Expi:es
July 1. 1996
Comm. NO. CC 211955
Notary Public)
Cor=aission NO.: Jr ~//~
Co. ieeion B pir.s:
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12/08/93 5:33pm
~age 10
EXHIBIT A
That part of the Southwest quarter of Government Lot 2
lying West of the Florida East Coast Railway right-of-way,
together with the South half of Government Lot 3, the
Southeast quarter of Government Lot 4, that part of the
North quarter of the Southwest quarter of the Northeast
quarter of Section 4~ lying West of the Florida East Coast
Railway right-of-way~ and the North quarter of the
Southeast quarter of the Northwest quarter of Section 4,
all lying in Section 4, Township 46 South, Range 43 East,
Palm Beach County Florida~ EXCEPTING THEREFROM that part
of Government Lot 4 lying within an 80-foot road right-of-
way as conveyed to the County of Palm Beach in Deed 8ook
901, page 234.
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Page
~DENDUM
BENEFICIA~ INTEREST AND DISCLOSURE AFFIDAVIT
( OTHER )
STATE OF }
)
COUNTY OF )
Before me, the undersigned authority,
personally appeared
· this __ day of
· 1993, who,
first being duly sworn, deposes and says=
1) That whose address is
£s the record owner of the Property.
ollowing is a list of every "person" (as defined in Section 1.01(3),
holding 5% or more of the beneficial interest in the Property~
(if more space is needed, attach separate sheet)
Name ~ddress
The
Florida Statutes)
Interest
2) That to the best of the affiant0s knowledge, all persons who have a financial interes=
in this real estate transaction or who have received or will receive real estate comm{msions.
attorney's or consultant,s fees or anv other fees or other benef~ incident to the sale of
the Property are=
Name Address Reason for Pa-.en~ Amount
3) That, to the best of the affiant's knowledge, the following is a true history of all
financial transactions (including any existing option or purchase agreement in favor of
affiant} concerning the Property which have taken place or will take place during the last
~PROJ ECTS\SEACREST. $CB\CEDAR. GRV\OPT ~ Or/. AGH] DI4C
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Page 12
~f~ve years prior to the conveyance of title to the State of Florida=
~ame and Address Type of
of Parties In_volved Date Transaction
Amount of
Transaction
-~ - This affidavit is given in compliance with the provisions of Sections 286.23, 375.031(1),
and 380.08(2), Florida Statutes.
AND FURTHER AFFIANT SAYETH NOT.
AFFIANT
SWORN TO and subscribed before me this day of , 1993, by
, who is personally known to me or who has produced a driver's
license as identification.
Notary Public
(Printed, Typed or Stamped Name of Notary)
Commission
My Commission Expires:
BENEINTO.GH
DEP 61-34(16) Revised 05/19/93
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ADDENDUM
(CORPORATE/NON-FLORIDA)
A. At the same time that Seller submits the closing documents required by paragraph 9.
of this Agreement, Seller shall also submit the following to DSL:
1. Corporate resolution which ~ut~rizes the sale of the Property to Purchaser in
accordance with the provisions oz t~is Agreement and a certificate of incumbency, and
2. Copy of proposed opinion of counsel as required by paragraph B. below.
B. As a material inducement to Purchaser entering into this Agreement and to consummate
theas follows:transacti°n contemplated herein, Seller covenants, represents and warrants to Purchaser
1. The execution of this Agreement and the performance by it of the various terms and
conditions hereof, including, without limitation, the execution of all agreements,
notices and other documents hereunder, have been duly authorized by the requisite
..... corporate authority of Seller.
2. Seller is a corporation duly organized, validly existing and is duly licensed and
in good standing and qualified to own real property in the State of Florida.
3. This Agreement, when executed and delivered, will be valid and legally binding upon
Seller and enforceable in accordance with its terms and neither the execution of this
performanceAgreement andby ittheof°therthe var~ousinStrumentSterms to be executed hereunder by Seller, nor the
and conditions hereto will violate the Articles
of Incorpo~atkon 6r ~hLa~-'~f Seller.
At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that
the covenants, representations and warranties contained above in this paragraph B. are true
and correct as Of the closing date. In .rendering the foregoing opinion, such counsel may
rely as to factual matters ~pon certificates or other d
officers, officials and other counsel ocuments furnished by partners
of Seller, and upon such other documents and data a~
such partners, officers, officials and counsel may deem appropriate.
SELLER
CEDAR GROVE INVESTMENTS N.V., a
Netherlands, Antilles corporation
PURCHASER
THE NATURE CONSERVANCy, a District of
Columbia nonprofit corporation authorized
to transact business in the State of
Flor~ as T~HE NA~URE~ONSERVANC~, INC.
S -(
J~hn R. Flicker, Vice President
,/
ig~ed by ~eller ~
(CORPORATE SEAL)
~ate signed by Purchaser
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OCORPADD. GE
REV. 09/27/91
DEP 61-32(16)
ADDENDUM TO OPTION AGREEMENT FOR SALE AND PURCHASE AGREEMENT
ENTERED INTO THE 5TH DAY OF JANUARY, 1994 BETWEEN CEDAR GROVE
INVESTMENTS, N.Y. , A NETHERLANDS, ANTILLIES CORPORATION, AS SELLER,
AND THE NATURE CONSERVANCY ("T~C") , A DISTRICT OF COLUMBIA
NONPROFIT CORPORATION.
The following corporations, entities and/or individuals are
approved to furnish services to the Seller in connection with the
Option Agreement to which this Addendum is attached. In the event
the option is exercised and the transaction is consumatted, the
Seller shall, at the closing, be reimbursed for the expenditures
set forth below:
1. Survey: The survey shall be provided by LAWSON, NOBLE &
ASSOCIATES, INC. consulting Engineers, Planners, Surveyors, 450
Columbia Drive West Palm Beach, Florida 33409, Phone number 407-
684-6686. Reimbursable Costs in accordance with the attached
proposal in the amount of $14,100.00, which includes original
survey costs, plus incidental reimbursments as set forth in the
proposal.
2. Title Insurance: Title insurance will be provide by
STANLEY E. ISRAEL, Esquire, as agent for Chicago Title Insurance
Company, 450 North Park Road, Suite 805, Hollywood, Florida 33021,
Phone number 305-9~2-2526. Costs will be reimbursed based on the
promulgated risk premium (original Issue) based on the purchase
prmce as established by the Florida Insurance Commissioner.
3. Environmental Assessment= Phase I envmronmental Assessment
will be provided by either Dames & Moore or Stanley Consultants,
Inc. Copies of proposals from both organizations are attached.
Costs will be reimbursed as set forth in the attached proposals.
The ultimate choice shall be made by the purchaser.
SELLER
PURCHASER
CEDAR GROVE INVESTMENTS, N.V.
Netherlands, Antilles Corporation
THE NATURE CONSERVANCY,
Columbia nonprofit corp.
authorized to transact
business in the State of
Florida as THE NATURE
CONSERVANCY, INC.
Date signed by Purchaser
a
JanuaryS, 1994
Michael A. Rubin, P.A.
420 South Dixie Htghway, Suite 46
Coral Gabiee, F~orida 33146
CEDAR GROVE
L.N. & A. Project No,87-125
Dear Mr. Rubin:
The firm of LAWSON, NOBLE & ASSOCIATES, INC. Is pleased to provide you with
the followfng proposal for professional services on the above referenced project
SCOPE OF SERVICE.~
Preparation of Boundary Survey to meet the requirements
for land acquisition surveys es set forth the Division of
State Lands.
A Boundary Map for appraisal purposes is not included in
this scope of work.
TOTAL FEE
............................... $ 14,100.00
NOTE:
~4,300.00 of the above fee has been
previously paid for the original Boundary
Survey.
OWNERSHIP OF DOCUMENT~
LAWSON, NOBLE & ASSOCIATES, INC. will retain ownership of the original
documenl~s pertaLling to this project and will not release copies of same without
authorlza~on from you or your agent.
INVOICING AND METHOD OF PAYMENT
Work will be billed on approximately the first day of each month based on a proration
of work completed to date. Such monthly invoice shall be paid in full by client within
thirty (30) days of invoice date unless, w~htn such thlr~y (30) day period, client
no[lfles LAWSON, NOBLE & ASSOCIATES, INC. in writing of fta objection to the
amour~ of said lnvolce. Such notice shall be accompanied by payment of any
undisputed portion of said invoice. If written obJectlon is not received within thirty
(30) days it shall constitute approval of invoice by client. If the payment is not
received vv~hfn thirty (30} days of the billtng date, a late charge will be added to the
~j~nvo[ce in the amount of I 1/2 percent per month on the outstanding balance. If
Mr. Michael Rubin
January 5, 1994
Page 2
I-NI
L,a~ '~ofl~ Noble · A.~oc~te~ I
payment is not received within sixty (60) days of the billing date work will be
suspended on the project until reimbursed in full.
WORK NOT SPECIPiF~,
Work not specified in the above proposal will not be performed without you~ prior
knowledge and approval. When merited, we will provide you with a separate 'ump
sum fee for additional services.
U-. C- -_-:
Hourly work when authorized will be performed at the following rates:
Clerical
Drafting Technician
Reid Representative
Das[gner
Computer Operator
Project Engineer
Survey Technician
Project Manager
Fle[d Crew (2 man}
Reid Crew (3 man)
Senior Prelect Manager
Principal
Special Deliveries
$ 30.O0/hour
$ 40.00/hour
$ 50.00/hour
$ 50.00/hour
$ 50.OO/hour
$ 60.00/hour
$ 60.00/hour
$ 75.00/hour
$ 65.00/hour
$ 75.0C/hour
$ 90.00/hour
$110.00/hour
$30.00/hour + Mileage @ $O.25/mile
PERMIT FEES: REPRODUCTION CHARGES AND REIMBURSABLE EXPENSES
The above stated fees do not include the payment of any governmental agency
submittal or processing fees. The cost of these and any costs incurred by this office
for printing, reproduction and reimbursable expenses, such as long distance calls,
travel, and record documents, will be billed to the client at cost plus 10 percent.
It should be expressly understood that this proposal is for the use of the exec~ng
client and is not assignable or assumable by any third party without the prior written
consent of this firm.
Mr. Mtchael Rubin
January S, 1954
Page 3
Noble & Aa~o~iatee,
The obligation to provide further .services.und. er this Agreemen~ may be termi~ 'ated by
either i)arty upon seven days written notice m the event of failr~re by theoth~- .3arty
to perform in accordance with the terms hereof through no fault of the termfl a'ing
party. In the event of any termination, Engineer will be paid for all services reno ~ ~-d
to the date of termination.
This proposal and fee schedule are based on their acceptance within thirty (30) days
of the date of preparation, if not accepted by you within that time period, we reserve
the right to re-evaluate the terms and conditions contained herein. The fees for any
work not initiated within a six (6) month period from the date of this proposal will be
ad[usted upward at the rate of 1.5 percent per month after the six (6) month Deriod
until the work is complete.
If the proposed work and fees contained herein are agreeable with you, please slgn
the enclosed copy of this letter and return same to our office. Should you have any
questions regarding the above, please do not hesitate to contact this office.
Sincerely,
ParrOt. White, P.L.S.
Vlc~e' President
PCW:z~
Mr. Michael Rubin
January 5, 1994.
Page 4
LNI
ACCEPTANCE OF PROPO,.e~AL: The above fees, terms, conditions, and ,~pecific~tion$
are satisfactory and ere hereby accep=ed. You are authorized to do :he work es
specified. Paymen= will be made as outlined above.
THIS PROPOSAL ACCEPTED BY
NAME AND TITLE
FIRM NAIVlE
DATE
DAMES & MOORE
6400 CONGRESS AVENUE. SUITE 2500. BOCA RATON, FLORIDA 33487
I407~ 994-6500 FAX: f407~ 994-6524
September 29, 1993
Mr. Mike Rubin
Cedar Grove
420 South Dixie Highway, Suite 4B
Coral Gables, Florida 33146
Dear Mr. Rubin:
Proposal - Phase I
Environmental Assessment
49 ~ Acre Paroel
Bovnton Beach, Florida
1.0 INTRODUCTION/BACKGROUND
Dames & Moore is pleased to present this proposal to perform a
Phase I Environmental Assessment at the above referenced parcel.
The Scope of Work presented herein is based on our telephone
conversations of September 27 and 28, 1993. It is our
understanding that the subject site consists of a 49 ± acre
undeveloped parcel.
OBJECTIVE
The objective of the Phase I Environmental Assessment is to
identify potential areas of adverse environmental impact to the
soils and/or groundwater of the site caused by the improper
handling of hazardous materials, through a review of the past use
of the property, performing a site reconnaissance, conducting a
regulatory inquiry and a preliminary evaluation of regional
geology.
Cedar Grove
September 29,
Page 2
DAMES & MOORE
1993
3.0 SCOPE OF WORK
The above-stated objective will be met by following a Scope of Work
that consists of the tasks described hereafter. Soil, surface
water, groundwater, air, or other environmental sampling is not
part of this assessment. In addition, wetlands and protected
flora/fauna evaluations are not part of this assessment.
3.1 TASK 1 - REVIEW OF PAST USE
Dames & Moore will review the past use of the property to evaluate
the likelihood of significant adverse environmental impacts to the
site. The pertinent data will include:
A review of past ownership (50 year Chain-of-Title which will
be provided to Dames & Moore by Cedar Grove). Procurement of
title/deed searches are not included in this scope of work.
A review of readily available'historical aerial photographs.
A review of applicable U.S.G.S. topographic maps.
3.2 TASK 2 - SITE RECONNAISSANCE
A reconnaissance will be performed at the site which may include
evaluating:
· Areas of disturbance indicated by floral stress.
· Visual evidence of contamination.
· Chemical storage areas, including obvious evidence of
underground storage tanks.
· Discharge/disposal areas.
· Interviews with site personnel having knowledge of past site
activity, if such personnel are available.
Cedar Grove
September 29,
Pa~e 3
DAMES & MOORE
1993
Examination of pertinent photography of the site, if
available.
Obseruations of regional land use within a quarter-mile radius
of the site.
Identification of facilities on the adjacent properties with
obvious indications of posing a significant environmental
concern to the subject site.
3.3 TASK 3 - REGULATORY INQUIRY
Regulatory agencies, as applicable, will be contacted for the
following information:
· Enforcement conditions on record for the current and the
recent past owner (if owners, names are provided to Dames &
Moore) that may have included unauthorized discharges.
· Enforcement conditions for facilities on adjacent properties
of the site which may have been identified during the survey
as potential sources of significant contamination to the site,
if the owner/operator of the facility can be readily
identified.
· A review of available in-house Dames & Moore lists of
NPL/CERCLIS sites, Florida Department of Environmental
Protection Stationary Tank Information, and abandoned/active
landfills within a quarter-mile radius of the site.
Please Note: Some of the regulatory information may not be
available to Dames & Moore from the agencies within the required
time constraint, but will be provided to you as soon as
practicable.
Cedar Grove
September 29,
Paqe 4
DAMES & MOORE
1993
3.4 TASK 4 - PRELIMINARY SURVEY OF REGIONAL GEOLOGY
A preliminary survey of geologic information will be conducted to
evaluate potential regional groundwater flow direction, including
the identification of localized features which might influence the
direction of groundwater flow. These information sources may
include:
United States Geologic Survey 7.5 minute quadrangle maps.
Florida Geological Survey Reports of Investigation.
Survey of surficial features during the site reconnaissance.
3.5 TASK $ - ENVIRONMENTAL ASSESSMENT REPORT
Based on the information obtained in Tasks i through 4, an
Environmental Assessment Report will be prepared which will include
the results of each task.
This report and the materials resulting from Dames & Moore's
efforts on this project are not intended or represented to be
suitable for reuse by Cedar Grove, The Nature Conservancy and Palm
Beach County Department of Environmental Resource Management or any
third party entity on any extensions or modifications of this
project, or any other project. Reuse of said report or other
materials by Cedar Grove, The Nature Conservancy and Palm Beach
County Department of Environmental Resource Management or any third
party entity on such extension, modifications, or other projects
without written permission or adaption by Da~es & Moore for the
specific purpose intended shall be at the user's sole risk, without
liability on Dames & Moore's part.
DAMES & MOORE
cedar Grove
September 29,
Pa~e 5
1993
4.0 SITE INFORMATION
Cedar Grove shall make available to Dames & Moore the available
information regarding existing conditions of the site, including
accurate property lines, and current and previous ownership. The
information shall include, but not be limited to, plot plans,
topographic surveys, hydrographic data,and previous soil data,
including borings, .field or laboratory tests and written reports.
Dames & Moore shall immediately be provided with any new
information which becomes available, or any change in plans. Dames
& Moore shall not be liable for any incorrect advice, judgment, or
decision based on any inaccurate information furnished to Dames &
Moore. Dames & Moore will be indemnified against claims, demands,
or liability arising out of or contributed by such information.
3.0 SCHEDULE
Dames & Moore is prepared to begin work on this project
immediately. We are aware of your time constraint and plan to
develop the Phase I Environmental Assessment Report within four
weeks from receipt of written authorization.
6.0 FEE
Dames & Moore proposes to perform the scope of work described
herein on a lump sum basis in accordance with our General
Conditions - Form D, which is attached. On this basis, Dames &
Moore's fee will be $3,000. The cost and terms described herein
are valid for up to 30 days from the date of this proposal. Any
variations to the schedule, scope of work, or site description may
require a modification of the cost estimate. It is Dames & Moore's
understanding that the signa=ory contracting this work, as the
Cedar Grove
September 29,
Paqe 6
DAMES & MOORE
1993
client, is authorized to enter into this agreement with Dames &
Moore.
IT IS DAMES & MOORE'S POLICY THAT, TO INITIATE WORK, WE MUST HAVE
A SIGNED AUTHORIZATION ON THE ACCEPTANCE COPY OF THIS PROPOSAL
RETURNED TO OUR OFFICE (THIS MAY BE FAXED). IN ADDITION, $0%
($1,500) OF THE FEE IS DUE WITHIN T~I~EE WORKING DAYS OF RECEIPT OF
THIS PROPOSAL, AND THE B~LANCE OF THE FEE DUE AT TIME OF REPORT
SUBMITTAL. FAILURE TO MEET THE ABOVE MAY RESULT IN CESSATION OF
D/%MES & MOORE'S ACTIVITIES.
We appreciate the opportunity to submit this proposal and look
forward to working with Cedar Grove on this project. If this
proposal is acceptable, please sign the ACCEPTANCE COPY and return
it to our office.
- o O o -
~dar Grov~
September 29,
Pa~ 7
DAMES & MOORE
1993
If you have any questions, please do not hesitate to call.
Sincerely,
DAMES & MOORE, INC.
Andrew p. Schechter, P.E.
Manager, Waste Management
Southern Region
Group
arty n. Crawfor~ ~
Staff Environmental Specialist
APS/LLC:wr
(2 copies submitted)
Attachment(s): General Conditions - Form D
ACCEPTED BY:
Legal Name of Firm:
Authorizing Individual:
Authorized Signature:
(printed/t~ped)
Dated:
FILE: PROPOSAL\
DAMES MOORE
GENERAL CONDITIONS--FORM D
!.0 BILLING
1.1 Invoices will be issued every four weeks, payable upon ~ceipt, unless otherwise agreed.
1.2 Interest of l g,.~ per mooth (but not exceeding the maximum rate allowable by law) will be payable po any amounts not paid within 30
days, payment thereafter to be applied first to accrued interest and then to the principal unpaid amount. Any attorney's fees or other costs
incurred in collecting any delinquent amount shall be paid by the Client.
1.3 In the evem that the Client requests termination of the work prior to completion ora report, Dames & Moore reserves the right to
complete such analyses and records es are necessary to place its tiles in order and. where considered by it necessary to protect its professional
reputation, to complete a report on the work performed to date. A termination charge to cover the cost thereof in an amount not to exceed
30% of all charges incurred up to the date of the stoppage of the work may, at the discretion of Dames & Moore. be made.
2.0 WARRANTY AND LIABILITY
2.1 Dames & Moore warrants that its services are performed, wit bin the limits prescribed by its Clients. with the osual thoroaghness and
competence of the consulting profession, in accordance with the standard for professional services at the time thoseservices are rendered. No
other warranty or representation, either expressed or implied, is included or intended ini~ proposals, contracts, or reports.
2.2 Dames & Moore's liability shall be limited to injury, or loss caused by the negligence of Dames & Moore, its subcontractors, and/or
agents hereunder. Dames & MOOre has neither created nor contributed to the creation or existence of any hazardous, radioactive, toxic.
irritant, pollutant, orotherwise dangerous substance or condition at the site. andits coml~tsation hereunder is in noway commnusarate with
the potential risk of injury or loss that may be caused by exposures to such substances or conditions,
2.3 Dames & Moore's liability for injury or toss arising from ( 1 ) professional errors or omissions and/or (2) radiation, neclear reacrion, ur
radioactive substances or conditions: and/or (3) any other toxic, irritant~ pollutant, or waste gases, liquids, or solid materials shall not exceed
$5.000 or our fee. whichever is greater.
2.4 Dames & Moore's liability for thjury or loss arising from comprehensive general and automobile exposures shall not exceed $ 100.000.
2.5 Increased liability limits may be negotiated upon client's written request, prior to commencement of servic~ and agreement to
pay an additional fee.
2.6 The Client agrees to defend, indemnify, and hold Dames & Moore harmless from any claim, liability, or defense cost in exce~s of the
limits determined above for injury or loss sustained by any party from exposures allegedly caused by Dames & Moore's performance of
services hereunder.
2-7 in the event the Client makes a claim against Dames & Moore. at law or otherwise, for any alleged error, omission or other act arising
out of the performance of its professional services, and to the extent the Client fails to prove such claim, then the Client shall pay all costs.
including attorney's fe~. incurred by Dames & Moore in defending itself against the claim.
Sem~o Centre · 1601 Belvedere Road, Suite 400 East · Wast Palm Beach. FL 33406
Tel: 407/689-7444 · Fax: 407/689-3003
september 28, 1993
Mr. Mike Rubin
420 South Dixie Highway, Suite 4B
Coral Gables, Florida 33146
SUBJECT:
Level I Environmental Audit - Seacrost Scrub
Boyntan Beach, Florida
Prolmsal
Dear Mr. Rubin:
Stanley Consultants, Inc. (SCI) is pleased to submit this proposal for professional environmental services for a Level !
Environmental Audit of the Seacrest Scrub parcel in Boynton Beach, Florida. As we discussed. SCI has prepared several
audits for the Palm Beach County Environmentally Sensitive Lands Acquisition Program. Our staff members are extremely
familiar with the requirements of the Florida Department of Natural Resources - Division of State Lends requirements,
as well as the requirements of the Palm Beach County Department of Environmental Resources Management.
Based on a preliminary review of aerial photography anct regulatory file information, SCI proposes to prepare this audit
at a cost of $(5,200. This amount will include all regulatory file searches, site inspection (visual), and report preparation.
SCI will certify the audit to Palm Beach CounW. and the Nature Conservancy (certification required for this program) and
provide three (3) additional copies of the audit for your use. Upon your notice to proceed, we can complete the audit
within ten (10) working days. Upon delivery of the audit, we will require full payment for services rendered. We arc
committed to delivering a quality product on schedule and budger. [n support of this effort, please do not hesitate to
contact the following references:
* Ralph Monticello - PB County ERM (407) 355-4011
· Paul Maddock - The Maddock Companies (407) 655-1483
· Mark Kanavos - Flag Development Company (407) 839-3744
Additionally, we are accustomed to providing the required coordination between County departments in order to expedite
the review and approval of our audit.
Thank you for the opportunity to provide you with this proposal. We look forward to providing you with environmental
auditing services and anxiously await your notice to proceed for this project, If you require additional information, please
do not hesitate to contact me,
Sincerely,
Enclosure
cc: Proposal File
David Grounds
PROPOSAL~ B09*~.93A
MEMSER OF THE STANLEY CONSULTANTS GROUR ° INTERNATIONAL CONSULTANT8 IN ENGINEERING. ARCHITECTURE. RLANNING AND MANAGEMENT