R13-012 1
RESOLUTION NO. R13 -012
4.
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, AUTHORIZING THE ACQUISITION OF
6 REAL PROPERTY KNOWN AS 118 -120 AND 124 -126 NW
7 ■ 10 AVENUE FROM THE BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY AND
AUTHORIZES THE MAYOR TO EXECUTE ALL 1
1 ( NECESSARY DOCUMENTS AND PROVIDING AN
1 ) EFFECTIVE DATE.
l'
1 , WHEREAS, the two properties were acquired by the CRA in November, 2012 from
1- Gail and Andrew Luchey; and
1 WHEREAS, the City Commission, upon recommendation of staff, has deemed it to be
1,, in the best interests of the citizens and residents of the City to approve the Purchase and Sale
1 Agreement to acquire property located at 118 -120 and 124 -126 N.W. 10 Avenue, Boynton
1 Beach currently owned by the Boynton Beach Community Redevelopment Agency.
1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
20 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
2. being true and correct and are hereby made a specific part of this Resolution upon adoption
2 hereof.
2 Section. 2. The City Commission of the City of Boynton Beach, Florida does hereby
2 authorize the acquisition of property from the Boynton Beach Community Redevelopment
2+ Agency for the property at 118 -120 and 124 -126 N.W. 10 Avenue and authorizes the Mayor to
2 execute all necessary documents.
2 Section 3. This Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this 5 day of February, 2013.
4 CITY OF BOYNTON BEACH, FLORIDA
S
8 Mayor — Woodrow L. H
10
11
12 ' ice Mayor — Mack M - .y
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1 Q6tnmi ' . — Je ' aylor
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19
20 Commissioner — S e • zman
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2 2 Ate
2 Commier — Wayngal
2 Attest:
21
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2' Jan- t M. Prainito, MMC
3 I " ity Clerk
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3 (Corpora -
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R 13 - CI
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this day of , 2013
( "Agreement ") by and between the Boynton Beach Community Redevelopment Agency,
a Florida public body corporate and politic created pursuant to Section 163.356 F.S,
whose post office address is 710 North Federal Highway, Boynton Beach, FL 33435
(hereinafter referred to as "SELLER ") and the City of Boynton Beach, a Florida
municipal corporation, whose post office address is 100 E Boynton Beach Boulevard,
Boynton Beach, FL 33435 (hereinafter referred to as "PURCHASER ")
WITNESSETH
In consideration of the mutual agreements and upon and subject to the terms and
conditions herein contained, the parties hereto agree as follows
1. DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have
the following meanings
1.1 Property. Those certain properties located at 118 -120 NW 10
Avenue, and 124 -126 NW 10 Avenue, Boynton Beach, Florida, together with a buildings
thereon and attached personal property (collectively the "Property ") which Property is more
particularly described with the legal description in Exhibit "A," attached hereto and made a
part hereof.
1.2 Closing. The delivery of a General Warranty Deed to PURCHASER
concurrently with the delivery of the purchase price and other cash consideration to
SELLER
1 3 Closing Date The Closing Date shall occur on or before thirty (30)
days after the Effective Date.
1 4 Deed. A General Warranty Deed, in its statutory form, which shall
convey the Property from SELLER to PURCHASER.
1.5 Effective Date The Effective Date of this Agreement shall be the
date upon its execution by all parties to this Agreement' SELLER, PURCHASER and the
Escrow Agent
1.6 SELLER'S Address Seller's mailing address is 710 North Federal
Highway, Boynton Beach, FL 33435.
1 7 PURCHASER'S Address Purchaser's mailing address is 100 E
Boynton Beach Boulevard, Boynton Beach, FL 33435
1.8 Other Definitions The terms defined in any part of this Agreement
shall have the defined meaning wherever capitalized herein. Wherever appropriate in this
Agreement, the singular shall be deemed to refer to the plural and the plural to the singular,
and pronouns of each gender shall be deemed to comprehend either or both of the other
genders As used in this Agreement, the terms "herein ", "hereof" and the like refer to this
Agreement in its entirety and not to any specific section or subsection
2. PURCHASE PRICE.
Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property
previously identified on Exhibit "A" for the total Purchase Price of Ten and 00/100 ($10.00)
Dollars, other good and valuable consideration, and upon and subject to the terms and
conditions hereinafter set forth. PURCHASER shall pay the Purchase Price to SELLER at
Closing pursuant to the terms of this Agreement by check or wire transfer of readily
negotiable funds to an account identified in writing by SELLER. The Purchase includes:
(a) All buildings and improvements located on the Land,
(b) All right -of -ways, alleys, waters, privileges, easements and
appurtenances which are on or benefit all the Land, subject to any existing easements, and
dedications of rights -of -way for the benefit of any governmental entity,
(c) All right, title and interest, if any, of SELLER in any Land lying in the
bed of any public or private street or highway, opened or proposed, in front any of the
adjoining Property to the center line thereof The sale also includes any right of SELLER to
any unpaid award to which SELLER may be entitled (1) due to taking by condemnation of
any right, title or interest of SELLER and (2) for any damage to the Land due to change of
grade of any street or highway. SELLER will deliver to PURCHASER at closing, or
thereafter on demand, proper instruments for the conveyance of title and the assignment
and collection of award and damages,
(d) To the extent transferable, all licenses, permits, contracts and leases,
if applicable, with respect to the property.
3. SELLER'S REPRESENTATIONS.
To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S knowledge, in all material respects
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and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as
of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall
survive the Closing. In that event, PURCHASER shall be provided immediate notice as to
the change to the following representations.
3 1 At all times from the Effective Date until prior to Closing, SELLER
shall keep the Property (whether before or after the date of Closing) free and clear of any
mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or
on behalf of SELLER prior to the Closing
3.2 SELLER has no actual knowledge nor has SELLER received any
notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or
the Property by any organization, person, individual or governmental agency which would
affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse
fashion) the use, occupancy or value of the Property or any part thereof or which would
otherwise relate to the Land
3 3 SELLER has full power and authority to enter into this Agreement
and to assume and perform SELLER'S obligations hereunder in this Agreement SELLER
does not and will not conflict with or result in the breach of any condition or provision, or
constitute a default under, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of the Property or assets of the SELLER by reason of the terms of
any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which
the SELLER is a party of which is or purports to be binding upon the SELLER or which
affects the SELLER, no action by any federal, state or municipal or other governmental
department, CRA, board, bureau or instrumentality is necessary to make this Agreement a
valid instrument binding upon the SELLER in accordance with its terms.
3 4 SELLER represents that SELLER will not, between the date of this
Agreement and the Closing, without PURCHASER'S prior written consent, which consent
shall not be unreasonably withheld or delayed, except in the ordinary course of business,
create by SELLER'S consent any encumbrances on the Property For purposes of this
provision the term "encumbrances" shall mean any liens, claims, options, or other
encumbrances, encroachments, rights -of -way, leases, easements, covenants, conditions or
restrictions
3.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee
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3.6 SELLER shall not list or offer the Property for sale or solicit or
negotiate offers to purchase the Property while this Agreement is in effect SELLER shall
use SELLER'S best efforts to maintain the Property in its present condition so as to ensure
that it shall remain substantially in the same condition from the Effective Date up to and
including the Closing Date
3.7 SELLER represents that SELLER has no actual knowledge nor has
SELLER received any notice that the Land has been, is presently or is contemplated to be
utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material"
shall mean any substance, water or material which has been determined by any state,
federal or local government authority to be capable of posing a risk of injury to health, safety
and property, including, but not limited to, all of those materials, wastes and substances
designated as hazardous or toxic by the U S Environmental Protection Agency, the U.S.
Department of Labor, the U.S. Department of Transportation, and /or any other state or local
governmental agency now or hereafter authorized to regulate materials and substances in
the environment (collectively "Governmental Authority(ies) ")
4. EVIDENCE OF TITLE.
4 1 Title to the Property. SELLER shall convey to PURCHASER at Closing,
by delivery of a General Warranty Deed, title to the subject Property PURCHASER may,
within fifteen (15) days of the commencement of the Inspection Period, secure a title
insurance commitment issued by a title insurance underwriter approved and selected by
PURCHASER for the Property insuring PURCHASER'S title to the Property subject only to
those exceptions set forth in the commitment The costs and expenses relative to the
issuance of a title commitment and an owner's title policy shall be borne by the
PURCHASER
PURCHASER shall have fifteen (15) days from the date of receiving said
commitment to examine the title commitment If PURCHASER objects to any exception to
title as shown in the title commitment, PURCHASER, prior to ten (10) days of expiration of
the Inspection Period, shall notify SELLER in writing specifying the specific exception(s) to
which it objects Any objection(s) of which PURCHASER has so notified SELLER, and
which SELLER chooses to cure, shall be cured by SELLER so as to enable the removal of
said objection(s) from the title commitment within ten (10) days after PURCHASER has
provided notice to SELLER Within five (5) days after the expiration of SELLER'S time to
cure any objection, SELLER shall send to PURCHASER a notice in writing (a "cure notice ")
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stating either (1) that the objection has been cured and in such case enclosing evidence of
such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such
objection If SELLER shall be unable or unwilling to cure all objections within the time
period set forth in the preceding sentence, then PURCHASER may (a) terminate this
Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice
specifying an uncured objection, in which event all instruments and monies held by the
Escrow Agent shall be immediately returned to PURCHASER, or (b) subject to the
provisions set forth below, proceed to close the transaction contemplated herein despite the
uncured objection
4.2. Survey and Legal Description Within ten (10) days of the
commencement of the Inspection Period, PURCHASER at PURCHASER'S own expense
may order: (i) a survey prepared by a registered land surveyor or engineer licensed in the
State of Florida showing the boundaries of the land, and the location of any easements
thereon and certifying the number of acres (to the nearest one thousandth acre) of land
contained in the Property, all buildings, improvements and encroachments, and (ii) a correct
legal description of the Property which, upon approval thereof by PURCHASER and
SELLER (not to be unreasonably withheld), shall be the legal description used in the deed
of conveyance. The survey and legal description shall be prepared and certified by a
surveyor licensed and registered in the State of Florida and shall comply with the
requirements of the survey map established in connection with the issuance of an owner's
title insurance policy on the Land The survey shall be certified to PURCHASER and the
title insurance company issuing the title insurance.
5. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of PURCHASER'S
knowledge that all of the following are true and correct
(a) PURCHASER has full power and authority to enter into this
Agreement and to assume and perform all of its obligations hereunder.
(b) The execution and delivery of this Agreement and the consummation
of the transaction contemplated hereunder on the part of the PURCHASER
do not and will not violate the corporate or organizational documents of
PURCHASER and will not conflict with or result in the breach of any
condition or provision, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the terms of
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any contract, mortgage, lien, lease, agreement, indenture, instrument or
judgment to which the PURCHASER is a party
(c) No action by any federal, state, municipal or other governmental
department, CRA, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon PURCHASER in accordance
with its terms and conditions
All of the representations, warranties and covenants of PURCHASER contained in
this Agreement or in any other document, delivered to SELLER in connection with the
transaction contemplated herein shall be true and correct in all material respects and not
in default at the time of Closing, just as though they were made at such time.
6. CONDITIONS PRECEDENT TO CLOSING.
Each of the following events or occurrences ( "Conditions Precedents ") shall be a
condition precedent to PURCHASER'S obligation to close this transaction
(a) That the PURCHASER has not notified the SELLER that it has
deemed the property to be unsuitable for its intended purpose as a
result of the Investigations conducted on the Property during the
Inspection Period.
(b) SELLER has performed all covenants, agreements and obligations,
and complied with all conditions required by this Agreement to
convey clear and marketable title of the Property to PURCHASER,
prior to closing.
(c) SELLER shall release any municipal liens in which the SELLER has
an interest with respect to the Property, upon the PURCHASER
paying any outstanding administrative fees related to the municipal
liens
(d) Approval of this Agreement by the Boynton Beach Community
Redevelopment Agency
(e) Approval of this Agreement by the City of Boynton Beach City
Commission
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7. RISK OF LOSS.
Risk of Toss or damage from fire, other casualty, or both, is assumed by SELLER
until the deed is delivered by SELLER to PURCHASER. In the event any portion of the
Property is destroyed, rendered unleaseable or dysfunctional by fire or other casualty then
the following shall apply:
(a) Unless the SELLER undertakes its own repairs, or chooses not to file
an insurance claim, in its sole and absolute discretion, if the damage,
as determined by the insurance adjuster, is not more than Ten
Thousand and 00/100 Dollars ($10,000.00) (i) PURCHASER shall
complete settlement and all insurance proceeds relating to the
improvements damaged by such casualty loss shall be paid to the
PURCHASER, and (ii) SELLER shall assign to PURCHASER on the
date of Closing the full amount of any proceeds payable under
SELLER'S fire and extended coverage insurance policy applicable to
said damage;
(b) If the damage, as determined by the insurance adjuster, is more than
Ten Thousand and 00/100 Dollars ($10,000.00) DOLLARS,
PURCHASER shall have the option to (i) complete the settlement
hereunder and collect all available insurance proceeds relating to the
improvements damaged by such casualty loss, in which case
SELLER shall pay to PURCHASER on the date of Closing the full
amount of any deductible under SELLER'S fire and extended
coverage insurance policy, or (ii) terminate this Agreement and
receive a refund of entire deposit and interest SELLER warrants
that it shall maintain until the date of the Closing adequate "All Risk"
property insurance, and
(c) In the event the Property, or any portion thereof, is condemned by
any governmental authority under its power of eminent domain or
becomes the subject of a notice of condemnation, prior to Closing,
PURCHASER may elect to terminate this Agreement, or
PURCHASER may elect to complete settlement hereunder, in which
event SELLER shall assign to PURCHASER all of SELLER'S right,
title and interest in and to any condemnation awards, whether
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pending or already paid, as may be applicable to the Toss of the real
property and the improvements located thereon, and there shall be
no adjustment to the Purchase Price
8. CLOSING DOCUMENTS.
At closing, SELLER shall deliver to PURCHASER a General Warranty Deed, Bill of
Sale, if applicable, No Lien /Gap Affidavit, Non - Foreign Certification in accordance with
Section 1445 of the Internal Revenue Code, 1099 Form and any other documents as listed
as title requirements in Schedule B -I of the Title Commitment to assure the conveyance of
good and marketable fee simple title of the Property to the PURCHASER
9. CLOSING COSTS, TAXES AND PRORATIONS.
9 1 SELLER shall pay for the following items prior to or at the time of
closing
a) Cost and expense related to updating the title and providing marketable
title as provided herein, and
b) Documentary Stamps on the deed as provided under Chapter 201, Florida
Statutes, if required
c) One half of the attorney's fees and courier costs incurred to close the
transaction
9.2 PURCHASER shall pay for the following items prior to or at the time of
Closing:
a) Costs associated to appraisals, survey, environmental reports (phase I
and phase II);
b) Recording fees of the Warranty Deed, and any other instrument as
required to be recorded in the Public Records;
c) Owner's title insurance policy (normally a Seller's charge in Palm Beach
County)
d) One half of the attorney's fees and courier costs incurred to close the
transaction
10. CLOSING DATE AND PLACE.
The Closing will take place on or before the expiration of thirty (30) days subsequent
to the Effective Date at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 76
NE 5 Avenue, Delray Beach, Florida 33483
11. DEFAULT.
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In the event of a default by SELLER, PURCHASER shall have the right to pursue
equitable relief to enforce the terms and conditions of this Agreement either through a
decree for specific performance or injunctive relief.
12. CONTINGENCIES PURCHASER'S obligations under the Agreement are
contingent upon the following.
(a) The conveyance of clear and marketable title to the property.
(b) The Boynton Beach Community Redevelopment Agency authorizes the
transaction
(c) The City of Boynton Beach City Commission authorizes the transaction
13. BROKER.
The parties each represent to the other that they have not dealt with any real
estate broker, real estate salesman or finder in conjunction with this transaction who is
entitled to a fee or brokerage commission in accordance with Florida law.
14. ENFORCEABILITY.
If any provision in this Agreement shall be held to be excessively broad, it shall be
construed, by limiting and reducing it, to be enforceable to the extent compatible with
applicable law If any provision in this Agreement shall, notwithstanding the preceding
sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect
any other provision of this Agreement
15. NOTICE.
All written notices shall be deemed effective if sent to the following places
PURCHASER Boynton Beach Community Redevelopment Agency
710 North Federal Highway
Boynton Beach, FL 33435
Attn Vivian Brooks, Executive Director
SELLER: City of Boynton Beach
100 E Boynton Beach Boulevard
Boynton Beach, FL 33435
Attn Lori LaVerriere, City Manager
16. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue shall
be in the Federal or State Courts in Palm Beach County, Florida
17. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are
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merged in this Agreement This Agreement completely expresses their full agreement
18. AMENDMENT.
No modification or amendment of this Agreement shall be of any force or effect
unless in writing and executed by both SELLER and PURCHASER
19. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors
and assigns of SELLER and PURCHASER.
20. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall
be taken to be an original and all collectively deemed one instrument The parties hereto
agree that a facsimile copy hereof and any signatures hereon shall be considered for all
purposes as originals
22. LITIGATION COSTS:
In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover from the non - prevailing party all costs and expenses incurred,
including its reasonable attorney's fees at all trial and appellate levels and post judgment
proceedings
23. PROPERTY MAINTENANCE COSTS:
The SELLER shall pay for costs associated with the installation of sod and barriers
(railroad ties) around the Property no later than thirty (30) days after closing The
PURCHASER shall be responsible for removal of any concrete and the demolition of any
structures which may exist on the Property following closing. The PURCHASER shall also
be responsible for posting "No Trespassing" signs on the Property This Paragraph shall
survive closing
(SIGNATURE PAGE TO FOLLOW)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated above*
Witnesses:
SELLER:
Boynton Beach Community
Redevelopment Agency
Print Name: Woodrow Hay, Chair
Print Name:
Signed on:
Witnesses: SELLER:
City of Boynton Beach
Print Name:
Print Name
Woodrow Hay, Mayor
Signed on .
Janet Prainito, City Clerk
Approved as to Legal Form
Office of the City Attorney
H \_GOV CLIENTS \BB 306\ 900182 GM\AGREEMENTS\AGREEMENT OF PURCHASE AND SALE(Former Luchey
Properties) doc
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EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 1. Folio No. 08- 43- 45- 21 -09- 000 -0011
118 -120 NW 10 Avenue
Boynton Beach, FL 33435
Parcel 2. Folio No. 08- 43- 45- 21 -09- 000 -0031
124 -126 NW 10 Avenue
Boynton Beach, FL 33435
(SUBJECT TO VERIFICATION BY SURVEY TO BE OBTAINED BY PURCHASER)
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