Agenda 09-13-16
CRAAdvisory BoardMeeting
Thursday,September 8,2016@ 6:00 pm
at the City Library in the Program Room
208 S. Seacrest Blvd.
Boynton Beach, FL 33435
561-737-3256
REVISED ADVISORY BOARD
AGENDA
I.Call to Order
II.Roll Call
III.Agenda Approval:
A.
Additions, Deletions, Corrections to the Agenda
B.
Adoption of Agenda
IV.Assignments
:
A.
New Assignments: None
B.
Reports by Advisory Board:None
C.
Pending Advisory Board Assignments:
1. Discussion of Feasibility of a Regular Art Walk Event on Ocean Avenue
2. Discussion of City Services Survey for the CRA
V. Consent:
A.
Approval of Advisory Board Minutes 7/21/16 – CRA Plan Consolidation Special Meeting
B.
Approval of Advisory Board Minutes 8/4/16
C.
Approval of an Eligible Commercial Façade Grant Increase to 508 E BBB, LLC in the amount of
$5,000 for a Revised Grant Total of $10,000 – moved from New Business
D.
Approval of an Eligible Commercial Interior Build-Out Grant Increase to Jamerican Cuisine, LLC in
the amount of $5,000 for a Revised Grant Total of $11,875 – moved from New Business
E.
Approval of Side Walk Café Permit Application for East Ocean Café located at 412 E. Ocean
Avenue – moved from New Business
F.
Financial Report for Period Ended August 31, 2016 – moved from Information Only
VI. Information Only:
A.
Public Comment Log
B.
Marketing and Business Development Campaign
C.
CRA October Meeting Scheduled for Monday, October 10, 2016 @ 6:30 pm, City Hall
D.
Florida Redevelopment Association (FRA) Annual Conference
E.
Florida Festival and Events Association Presentation of Awards to the CRA , MLK Committee and
City of Boynton Beach for Project Seahorse, Boynton Beach Celebrates MLK and the Boynton
Beach Haunted Pirate Fest and Mermaid Splash
F.
Movies in the Park
VII.Old Business:(Recommendations on CRA Board Agenda Items for September 13, 2016)
A.
Consideration of Resolution No. R16-02 Adopting the CRA Budget for FY 2016-2017
B.
Consideration of Contract Addendum to the Purchase and Development Agreement Entered into
with Ocean Avenue Pride, LLC for 480 E. Ocean Avenue Development Timeline
C.
Consideration of Purchase and Development Agreement with Ocean Breeze Housing Partners, LP
(NuRock Development Partners, Inc.) for the Ocean Breeze East Project in the Heart of Boynton
D.
Consideration of Community Benefits Agreement between the CRA and Ocean Breeze Housing
Partners, LP (NuRock Development Partners, Inc.) for the Ocean Breeze East Project in the Heart of
Boynton
E.
Consideration of Interlocal Agreement between the CRA and the City for the Required Local
Government Contribution in the Amount of $100,000 to Ocean Breeze Housing Partners, LP
(NuRock Development Partners, Inc.) for the Ocean Breeze East Project
F.
Consideration of Addendum to the Purchase and Development Agreement entered into with Heartfelt
Florida Housing CLT of South Palm Beach County, Inc. for two lots located in the Model Block
Project in the Heart of Boynton
VIII.New Business:(Recommendations on CRA Board Agenda Items for September 13, 2016)
A.
Annual Performance Evaluation of Executive Director by CRA Advisory Board
B.
Review and Recommendations for the Renewal of CRA Executive Director’s Employment
Agreement
C.
Consideration of Issuance of Request for Proposal for the Cottage District in the Heart of Boynton
D.
Consideration of Additional Year Extension of Agreement of Real Estate Services between the CRA
and Anderson and Carr, Inc.
E.
Consideration of entering into a Purchase Agreement with D & J Housing, LLC in the amount of
th
$19,000 for Lot 10, NE 10 Avenue in the Heart of Boynton
F.
Consideration of entering into a Purchase Agreement with Islam Shamsad in the amount of $425,000
th
for 513 SE 4Street
G.
Consideration of Economic Development Grants for FY2016-2017
1.Commercial Rent Reimbursement
2.Commercial Interior Build-Out
3.Commercial Façade
4.Commercial Construction Permit Incentive
H.
Consideration of FY16-17 Boynton Harbor Marina Dockage Lease Agreement and Slip Rate
I.
Consideration of First Addendum to the 2006 Grant of Easement between the CRA and DSS
Properties a/k/a Two Georges
J.
Consideration of Purchase Agreement between the CRA and Kim Newton for the property located at
th
120 NW 11 Avenue in the amount of $130,000 for the Model Block Project in the Heart of
Boynton
IX. Public Comment:
(Note: comments are limited to 3 minutes in duration)
X.Future Agenda Items:
A.
Consideration of Purchase and Development Agreement with Heritage at City View Housing
Partners, LP (NuRock Development Partners, Inc.) for the 2.97 Acre Project Site Known as MLK
B.
Consideration of Interlocal Agreement between the CRA and the City for the Required Local
Government Contribution in the Amount of $1,000,000 to Heritage at City View Housing Partners,
LP (NuRock Development Partners, Inc.) for the 2.97 Acre Project Site Known as MLK
C.
Consideration of Community Benefits Agreement between the CRA and Heritage at City View
Housing Partners, LP (NuRock Development Partners, Inc.) for the Ocean Breeze East Project in the
Heart of Boynton
D.
Review of Bid Proposals and Drawings for Amphitheatre Awning Structure Renovation
XIAdjournment
.
NOTICE
THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITH A
DISABILITY AN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED
BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256, AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA
TO REASONABLY ACCOMMODATE YOUR REQUEST.
ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRA'S WEB SITE. INFORMATION
REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRA'S WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE.
NOTICE OF CHANGE IN DATE
FOR THE OCTOBER BOYNTONBEACHCOMMUNITY REDEVELOPMENT
AGENCY BOARDMEETING
______________________________________________________________________
Please be advised that the Boynton Beach Community Redevelopment Agency’s
October board meeting is hereby rescheduled from Tuesday, October 11, 2016 to
Monday, October 10, 2016 at 6:30 pmin Chambers at City Hall, 100 E. Boynton Beach
Blvd., Boynton Beach, FL 33435
Steven B. Grant, CRA Chair
Vivian Brooks, Executive Director
Boynton Beach Community Redevelopment Agency
710 N.Federal Highway
Boynton Beach, FL 33435
561-737-3256
✓ F
PURCHASE AGREEMENT
This Purchase Agreement (hereinafter "Agreement") is made and entered into as of the
Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of
the Florida Statutes (hereinafter "CRA") and Islam Shamsad, a married woman (hereinafter
"SELLER").
In consideration of the mutual covenants and agreements herein set forth,the Parties hereto agree
as follows:
1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to
CRA and CRA agrees to purchase and acquire from SELLER, on the terms and
conditions hereinafter set forth, the Property located in Palm Beach County,
Florida(the "Properties") and more particularly described as follows:
ADDRESS: 513 SE Fourth.Street,Boynton Beach,Florida
PARCEL CONTROL NUMBER: 08-43-45-28-07-002-0091
LEGAL DESCRIPTION: See EXHIBIT "A" Attached hereto
and made a part thereof.
2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the
Property shall be Four Hundred Twenty Five Thousand and 00/100 Dollars ($425,000.00),
payable in cash,by wire transfer of United States Dollars at the Closing.
3. DEPOSIT.
3.1 Earnest Money Deposit. Within five(5)Business Days after the execution
of the Purchase Agreement by both Purchaser and Seller CRA shall deliver to Lewis, Longman
&Walker, PA ("Escrow Agent") a deposit in the amount of Twenty Thousand Dollars ($20,000)
(the"Deposit").
3.2 Application/Disbursement of Deposit. The Deposit shall be applied and
disbursed as follows:
The Deposit shall be delivered to SELLER at Closing and the CRA shall receive credit for such
amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period
(hereinafter defined) for any reason, the Deposit shall be immediately refunded to the CRA. If
this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be
delivered to (or retained by, as applicable)the non-defaulting Party, and the non-defaulting Party
shall have such additional rights, if any, as are provided in Section 12.
3.3 Escrow Agent. CRA and SELLER authorize Escrow Agent to receive,
deposit and hold funds in escrow and, subject to clearance, disburse them upon proper
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authorization and in accordance with Florida law and the terms of this Agreement. The parties
agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to
CRA and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this
Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow,
Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable
attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as
court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated,
so long as Escrow Agent consents to arbitrate.
4. EFFECTIVE DATE. The effective date of the Purchase Agreement is the date
that the Escrow Agent receives the Escrow Deposit and Escrow Agent executes the Agreement.
5. CLOSING. The purchase and sale transaction contemplated herein shall close on
or before October 21, 2016 (the "Closing"), unless extended by other provisions of this
Agreement or by written agreement, signed by both parties, extending the Closing.
6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to CRA, by
General Warranty Deed complying with the requirements of the Title Commitment (hereinafter
defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear
of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other
conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real
estate taxes and special assessments for the year of Closing and subsequent years not yet due and
payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record
included on the Title Commitment or shown on the Survey(defined in Section 7),to which CRA
fails to object, or which CRA agrees to accept,pursuant to Section 7.1 and Section 7.2 hereof.
7. FEASIBILITY PERIOD. The CRA, and its designees shall have fifteen (15)
days from the Effective Date of this Agreement ("Feasibility Period"), at CRA's expense, to
make inquiries to determine if the Property is suitable for its intended use and to enter upon the
Property, at any time and from time to time with reasonable notice to SELLER and so long as
said investigations do not result in a business interruption, to perform any and all physical tests,
inspections, valuation appraisals and investigations of the Property, including but not limited to
Phase I and Phase II investigations, which CRA may deem necessary. During this Feasibility
Period, CRA may elect, in CRA's sole and absolute discretion, to terminate this contract and
receive back all Deposits hereunder. If CRA elects to terminate this Agreement in accordance
with this Section, CRA shall: (i) leave the Property in substantially the condition existing on the
Effective Date, subject to such disturbance as was reasonably necessary or convenient in the
testing and investigation of the Property; (ii)to the extent practicable, shall repair and restore any
damage caused to the Property by CRA's testing and investigation; and (iii) release to SELLER,
at no cost, all reports and other work generated as a result of the CRA's testing and investigation.
CRA hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses,
expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment
for services rendered to CRA (including, without limitation, any construction liens resulting •
therefrom) or for damage to persons or property (subject to the limitation on practicability
provided above) arising out of CRA's investigation of the Property. However, CRA's
indemnification obligations shall not exceed its statutory limits as provided within Section
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768.28, Florida Statutes, and CRA does not waive its sovereign immunity rights. SELLER
hereby agrees to indemnify and hold CRA harmless from and against all claims, losses,
expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment
for services rendered to SELLER or for damage to persons or property (subject to the limitation
on practicability provided above) arising out of CRA's investigation of the Property. SELLERS'
obligations under this Section shall survive the termination, expiration or Closing of this
Agreement.
7.1 Title Review. Within twenty (20) days of the Effective Date, CRA shall
obtain, at the CRA's expense, from a Title Company chosen by CRA (hereinafter "Title
Company"), a Title Commitment covering the Property and proposing to insure CRA in the
amount of the Purchase Price subject only to the Permitted Exceptions, together with complete
and legible copies of all instruments identified as conditions or exceptions in Schedule B of the
Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters
not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's
proceeds. CRA shall examine the Title Commitment and deliver written notice to SELLER no
later than thirty (30) days after the Effective Date notifying SELLER of any objections CRA has
to the condition of title (hereinafter "CRA Title Objections"). If CRA fails to deliver the CRA
Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted
subject to the conditions set forth in the Title Commitment. If CRA timely delivers the CRA
Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith
undertake all necessary activities to cure and remove the CRA Title Objections (hereinafter
"Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured
and removed, the CRA Title Objections within the Cure Period, to the satisfaction of CRA, then
CRA, in CRA's sole and absolute discretion, shall have the option of (i) extending the Cure
Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it
then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any
mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and
contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and
terminating this Agreement, in which case, the Deposit shall be returned to CRA and the Parties
shall have no further obligations or liability hereunder, except for those expressly provided
herein to survive termination of this Agreement.
Prior to the Closing, CRA shall have the right to cause the Title Company to issue
an updated Title Commitment ("Title Update") covering the Property. If any Title Update
contains any conditions which did not appear in the Title Commitment, and such items render
title unmarketable, CRA shall have the right to object to such new or different conditions in
writing prior to Closing. All rights and objections of the Parties with respect to objections
arising from the Title Update shall be the same as objections to items appearing in the Title
Commitment, subject to the provisions of this Section.
7.2. Survey Review. CRA, at CRA's expense, shall obtain a current boundary
survey (the "Survey") of the Property, indicating the number of acres comprising the Property to
the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that
improvements located thereon encroach on setback lines, easements, lands of others or violate
any restrictions, covenants of this Agreement, or applicable governmental regulations, the same
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shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning
title objections.
7.3 SELLER Deliveries.
SELLER shall deliver to CRA the following documents and instruments within ten
(10) days of the Effective Date of this Agreement, except as specifically indicated:
7.3.1 Copies of any reports or studies (including engineering, environmental, soil
borings, and other physical inspection reports), in SELLER' possession or control with respect to
the physical condition or operation of the Property,if any.
7.3.2 Copies of all licenses, variances, waivers, permits (including but not
limited to all surface water management permits, wetland resource permits, consumptive use
permits and environmental resource permits), authorizations, and approvals required by law or
by any governmental or private authority having jurisdiction over the Property, or any portion
thereof (the "Governmental Approvals"), which are material to the use or operation of the
Property, if any.
•
7.3.3 Prior to the Closing Date, SELLER shall execute and deliver to CRA any
and all documents and instruments required by CRA, in CRA's sole and absolute discretion,
which: (i) effectuate the transfer to CRA of those Governmental Approvals, or portions thereof
which are applicable to the Property,that CRA desires to have assigned to it, and/or(ii) cause the
Property to be withdrawn from any Governmental Approvals.No later than thirty(30) days prior
to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the
Governmental Approvals (including but not limited to any and all portions of the surface water
management system, mitigation areas or other items which do not comply with the
Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at
the time of Closing, any unrecorded instruments affecting the title to the Property, including, but
not limited to any conveyances, easements, licenses or leases.
8. CONDITIONS TO CLOSING. CRA shall not be obligated to close on the
purchase of the Property unless each of the following conditions (collectively, the "Conditions to
Closing") are either fulfilled or waived by CRA in writing:
8.1. Representations and Warranties. All of the representations and warranties
of SELLER contained in this Agreement shall be true and correct as of Closing.
8.2. Condition of Property. The physical condition of the Property shall be the
same on the date of Closing as on the Effective Date,reasonable wear and tear excepted.
8.3. Pending Proceedings. At Closing, there shall be no litigation or
administrative agency or other governmental proceeding of any kind whatsoever, pending or
threatened, which has not been disclosed,prior to closing, and accepted by CRA.
8.4. Compliance with Laws and Regulations. The Property shall be in
compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes,
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•
requirements, licenses, permits and authorizations as of the date of Closing.
8.5. Occupancy. The property shall be conveyed to the CRA at time of
closing unoccupied. The SELLER hereby warrants that the current tenants are on a month-to-
month basis, were given proper notice to vacate and there are no leases on the property.
9. CLOSING DOCUMENTS. The CRA shall prepare, or cause to be prepared, the
Closing Documents set forth in this Section, except for documents prepared by the SELLER'S
Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and
delivered to CRA the following documents and instruments:
9.1. Deed. A,Warranty Deed (the "Deed") conveying to CRA valid, good,
marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances
and other conditions of title other than the Permitted Exceptions.
9.2 Seller's Affidavits. SELLER shall furnish to CRA an owner's affidavit
attesting that, to the best of its knowledge, no individual or entity has any claim against the
Property under the applicable construction lien law; and that there are no parties in possession of
the Property other than SELLER. SELLER shall also furnish to CRA a non-foreign affidavit
with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced
above, the same shall be deemed an uncured title objection.
9.3. Closing Statement. A closing statement setting forth the Purchase Price,
the Deposit, all credits, adjustments and prorations between CRA and SELLER, all costs and
expenses to be paid at Closing, and the net proceeds due SELLER, which CRA shall also execute
and deliver at Closing.
9.4. Corrective Documents. Documentation required to clear title to the
Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions.
9.5. Additional Documents. Such other documents as CRA or the Title
Company may reasonably request that SELLER execute and deliver, and any other documents
required by this Agreement or reasonably necessary in order to close this transaction and
effectuate the terms of this Agreement.
10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES.
10.1. Prorations. Assessments, rents, interest, insurance and other expenses of
the Property shall be prorated through the day before Closing. CRA shall have the option of
taking over existing policies of insurance, if assumable, in which event premiums shall be
prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be
made through the day prior to Closing. Advance rent and security deposits, if any, will be
credited to CRA. Tates shall be prorated based upon the current year's tax with due allowance
made for maximum allowable discount.
PA-1'draft:Shamsad00622286-1
•
10.2 Ad Valorem Taxes. CRA and SELLER shall comply with Section 196.295,
Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing
into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the
Closing, the actual amount of assessed real property tax on the Property for the current year is
higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate
any amounts paid or credited based on such estimate as if paid in November. This shall survive the
Closing.
10.3. Special Assessment Liens. Certified, confirmed and ratified special
assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending
liens as of Closing shall be assumed by CRA. If the improvement has been substantially
completed as of the Effective Date, any pending lien shall be considered certified, confirmed or
ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or
assessment for the improvement by the public body.
10.4. Closing Costs. CRA shall be responsible for all documentary stamps on
the deed,recording the deed and half of all general closing expenses (settlement fee, courier fees,
overnight package, etc.). SELLER is responsible for their own legal fees. All other costs of
closing shall be borne by CRA.
10.5 Closing Procedure. CRA shall fund the Purchase Price subject to the
credits, offsets and prorations set forth herein. SELLER and CRA (as applicable) shall execute
and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i)
disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up"
Title Commitment to CRA, and promptly thereafter, record the Deed and other recordable
Closing Documents in the appropriate public records.
10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain,
or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments
applicable to and encumbering the Property.
11. REPRESENTATIONS, COVENANTS AND WARRANTIES.
Seller's Representations and Warranties. To induce CRA to enter into this Agreement, SELLER
makes the following representations, all of which, to the best of its knowledge, in all material
respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be
true as of the date of the Closing unless SELLER receives information to the contrary, and (iii)
shall survive the Closing. In that event, CRA shall be provided immediate notice as to the
change to the following representations:
11.1 At all times from the Effective Date until prior to Closing, SELLER shall
keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for,by or on behalf of SELLER
prior to the Closing, and SELLER shall indemnify, defend and hold CRA harmless from and
against all expense and liability in connection therewith (including, without limitation, court costs
and reasonable attorney's fees).
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J
11.2 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by
any organization, person, individual or governmental agency which would affect (as to any
threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use,
occupancy or value of the Property or any part thereof or which would otherwise relate to the Land
not otherwise disclosed in this Agreement.
11.3 SELLER has full power and authority to enter into this Agreement and to
assume and perform its 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, commission, board, bureau or instrumentality is
necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with
its terms.
11.4 SELLER represents that SELLER will not, between the date of this
Agreement and the Closing, without CRA'S prior written consent, which consent shall not be
unreasonably withheld or delayed, except in the ordinary course of business, create any
encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean
any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements,
covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not,
between the date of this Agreement, and the Closing take any action to terminate or materially,
amend or alter any existing leases presently in existence, without the prior consent of CRA, which
consent shall not be unreasonably withheld or delayed.
11.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee.
11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate
offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts
to maintain the Property in its present condition so as to ensure that it shall remain substantially in
the same condition from the conclusion of the Feasibility Period to the Closing Date.
11.7 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Land 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 Land or any part thereof or which would otherwise relate to the Land.
11.8 SELLER represents that it has no actual knowledge nor has it 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
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to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S.
Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of
Transportation, and/or any other state or local governmental agency now or hereafter authorized
to regulate materials and substances in the environment (collectively "Governmental
Authority(ies)").
11.9 SELLER represents to CRA that the Land is not subject to any deed
restrictions or declaration of restrictions running with the Land which would affect the use of the
Land except those constituting Permitted Exceptions as defined above.
11.10 Between the date of this Agreement and the date of closing, SELLER will
not file any application for a change of the present zoning classification of the Land.
11.11 Authority. The execution and delivery of this Agreement by SELLER
and the consummation by SELLER of the transaction contemplated by this Agreement are within
SELLER'S capacity and all requisite action has been taken to make this Agreement valid and
binding on SELLER in accordance with its terms. The person executing this Agreement on
behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this
Agreement represents a valid and binding obligation of SELLER.
11.12 Title. SELLER is and will be on the Closing Date, the owner of valid,
good, marketable and insurable fee simple title to the Property, free and clear of all liens,
encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances
of record which will be discharged at Closing).
11.13 Additional Warranties and Representations of SELLER. As a material
inducement to CRA entering into this Agreement, SELLER, to the best of SELLER'S information
and belief,hereby represents and warrants the following:
11.13.1 There are no pending applications, permits, petitions, contracts,
approvals, or other proceedings with any governmental or quasi-governmental authority, including ,
but not limited to, CRA,municipalities, counties, districts,utilities, and/or federal or state agencies,
concerning the use or operation of, or title to the Property or any portion thereof and SELLER has
not granted or is not obligated to grant any interest in the Property to any of the foregoing entities.
11.13.2 There are no facts believed by SELLER to be material to the use,
condition and operation of the Property in the manner that it has been used or operated, which it
has not disclosed to CRA herein, including but not limited to unrecorded instruments or defects in
the condition of the Property which will impair the use or operation of the Property in any manner.
11.13.3 To the best of SELLER'S knowledge, the Property and the use and
operation thereof are in compliance with all applicable county and governmental laws, ordinances,
regulations, licenses, permits and authorizations, including, without limitation, applicable zoning
and environmental laws and regulations.
12. DEFAULT.
•
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12.1. CRA's Default. In the event that this transaction fails to close due to a
wrongful refusal to close or default on the part of CRA, subject to the provisions of Paragraph
12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow
Agent to SELLER as agreed liquidated damages and, thereafter, neither CRA nor SELLER shall
have any further obligation or liabilities under this Agreement, except for those expressly
provided to survive the termination of this Agreement; provided, however, that CRA shall-also
be responsible for the removal of any liens asserted against the Property by persons claiming by,
through or under CRA,but not otherwise. CRA and SELLER acknowledge that if CRA defaults,
SELLER will suffer damages in an amount which cannot be ascertained with reasonable
certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent
most closely approximates the amount necessary to compensate SELLER. CRA and SELLER
agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture
provision.
12.2. Seller's Default. In the event that SELLER shall fail to fully and timely
perform any of its obligations or covenants hereunder or if any of SELLER'S representations are
untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement,
CRA may, at its option: (1) declare SELLER in default under this Agreement by notice delivered
to SELLER, in which event CRA may terminate this Agreement and demand that the Deposit be
returned, including all interest thereon if any, in accordance with Section 3 and neither Party
shall have any further rights hereunder, or (2) seek specific performance of this Agreement,
without waiving any action for damages.
12.3. Notice of Default. Prior to declaring a default and exercising the remedies
described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party
describing the event or condition of default in sufficient detail to enable a reasonable person to
determine the action necessary to cure the default. The defaulting Party shall have fifteen (15)
days from delivery of the notice during which to cure the default, provided, however, that as to a
failure to close, the cure period shall only be three(3) Business Days from the delivery of notice.
Both parties agree that if an extension is requested, such extension shall not be unreasonably
withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party
may exercise the remedies described above.
12.4. Survival. The provisions of this Section 12 shall survive the termination
of this Agreement.
13. NOTICES. All notices required in this Agreement must be in writing and shall be
considered delivered when received by certified mail, return receipt requested, or personal
delivery to the following addresses:
If to Seller: Islam Shamsad
P.O. Box 1140
Boynton Beach, FL 33425-1140
If to Buyer: Vivian Brooks,Executive Director
Boynton Beach Community Redevelopment Agency
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710 N. Federal Highway
Boynton Beach, FL 33435
With a copy to: Kenneth W. Dodge
Lewis, Longman&Walker, PA
CRA Attorney
515 North Flagler Drive
Suite 1500
West Palm Beach, FL 33401
14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this
Agreement are hereby made binding on, and shall inure to the benefit of, the successors and
permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement
without the prior written consent of CRA, which shall not be unreasonably withheld. CRA shall
have the right to assign this Agreement to the City of Boynton Beach (the "City") without the
prior consent of SELLER and the CRA shall be released from any further obligations and
liabilities under this Agreement. The CRA may not assign this Agreement to any other party
without the prior written approval of SELLER, which shall not unreasonably withheld. If CRA
has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in
effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to
time), shall apply.
15. BROKER FEES. The CRA hereby states that it has retained the services of
Anderson & Carr, Inc. real estate broker in connection with the transaction contemplated by this
Agreement and are liable for a sales commission on the purchase. The SELLER shall be solely
responsible for any and all Broker Fees associated with the purchase of this property as described
herein.
16. ENVIRONMENTAL CONDITIONS.
16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any
hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant,
petroleum, petroleum product or petroleum by-product as defined or regulated by environmental
laws. Disposal ("Disposal") shall mean the release, storage,use,handling, discharge, or disposal of
such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal,
state, or local laws, statutes, ordinances,rules,regulations or other governmental restrictions.
16.1.1 As a material inducement to CRA entering into this Agreement, SELLER
hereby warrants and represents the following, as applicable:
(1) That SELLER and occupants of the Property have obtained and are
in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or
contiguous property owned by SELLER,to the best of SELLER'S knowledge.
(2) SELLER is not aware nor does it have any notice of any past,
present or future events, conditions, activities or practices which may give rise to any liability or
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form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the
Property. SELLER is not aware nor does it have any notice of any past, present or future events,
conditions, activities or practices on contiguous property that is owned by SELLER which may
give rise to any liability or form a basis for any claim, demand, cost or action relating to the
Disposal of any Pollutant affecting the SELLER'S property.
(3) There is no civil, criminal or administrative action, suit, claim,
demand, investigation or notice of violation pending or, to the best of that entity's knowledge,
threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the
Property, any portion thereof, or on any contiguous property owned by SELLER.
17. PUBLIC RECORDS. CRA is a public agency subject to Chapter 119, Florida
Statutes. The SELLER is hereby notified that the CRA is required by law, pursuant to Chapter
119, to maintain and disclose upon request all records deemed public under the statute including
this Agreement and some or all of the documents necessary to consummate the transaction set forth
herein. To the extent that any litigation should be instituted by SELLER, either directly or as a
third party, to prevent or prohibit CRA from disclosing or providing documents involving this
Agreement or the transaction set forth in the Agreement pursuant to a public records request
submitted under Chapter 119, SELLER agrees that CRA may either: 1) defend the claim up to and
including final judgment, or 2) interplead the challenged documents into the court. In either event,
SELLER agrees to pay CRA's reasonable attorneys' fees and costs,both trial and appellate.
18. MISCELLANEOUS.
18.1. General. This Agreement and any amendment hereto, may be executed in
any number of counterparts, each of which shall be deemed to be an original and all of which
shall, together, constitute one and the same instrument. The section and paragraph headings
herein contained are for the purposes of identification only and shall not be considered in
construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire
Section, unless otherwise specified. No modification or amendment of this Agreement shall be
of any force or effect unless in writing executed by the Parties. This Agreement sets forth the
entire agreement between the Parties relating to the Property and all subject matter herein and
supersedes all prior and contemporaneous negotiations, understandings and agreements, written
or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of
the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising
out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County,
Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States
District Court for the Southern District of Florida.
18.2. Computation of Time. Any reference herein to time periods which are not
measured in Business Days and which are less than six (6) days, shall exclude Saturdays,
Sundays and legal holidays in the computation thereof. Any time period provided for in this
Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the
next full Business Day. Time is of the essence in the performance of all obligations under this
Agreement. Time periods commencing with the Effective Date shall not include the Effective
Date in the calculation thereof.
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18.3. Waiver. Neither the failure of a party to insist upon a strict performance
of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance
of any item by a party with knowledge of a breach of this Agreement by the other party in the
performance of their respective obligations hereunder, shall be deemed a waiver of any rights or
remedies that a party may have or a waiver of any subsequent breach or default in any of such
terms,provisions, covenants, agreements or conditions. This paragraph shall survive termination
of this Agreement and the Closing.
18.4. Construction of Agreement. The Parties to this Agreement, through
counsel, have participated freely in the negotiation and preparation hereof. Neither this
Agreement nor any amendment hereto shall be more strictly construed against any of the Parties.
As used in this Agreement, or any amendment hereto, the masculine shall include the feminine,
the singular shall include the plural, and the plural shall include the singular, as the context may
require. Provisions of this Agreement that expressly provide that they survive the Closing shall
not merge into the Deed.
18.5. Severability. If any provision of this Agreement or the application thereof
shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this
Agreement nor the application of the provision to other persons, entities or circumstances shall
be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The
provisions of this Section shall apply to any amendment of this Agreement.
18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement
and initialed by CRA and SELLER shall control all printed provisions in conflict therewith.
18.7 Waiver of Jury Trial. As an inducement to CRA agreeing to enter into this
Agreement, CRA and SELLER hereby waive trial by jury in any action or proceeding brought by
either party against the other party pertaining to any matter whatsoever arising out of or in any way
connected with this Agreement.
18.8. Attorneys' Fees and Costs. Should it be necessary to bring an action to
enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including
those at the appellate level, shall be awarded to the prevailing party.
18.9 Binding Authority. Each party hereby represents and warrants to the other
that each person executing this Agreement on behalf of the CRA and SELLER has full right and
lawful authority to execute this Agreement and to bind and obligate the party for whom or on
whose behalf he or she is signing with respect to all provisions contained in this Agreement.
18.10 Recording. This Agreement may be recorded in the Public Records of
Palm Beach County, Florida.
18.11 Survival. The covenants, warranties, representations, indemnities and
undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and
recording of the SELLER'S Property Deed and CRA's possession of the Property.
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18.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees
that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by
SELLER in connection with the transaction contemplated by this Agreement.
18.13 Agreement Deemed to be Drafted Jointly. This Agreement shall be
deemed to be drafted jointly and shall not be construed more or less favorably towards any of the
Parties by virtue of the fact that one Party or its attorney drafted all or any part thereof. Any
ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and
reasonably in accordance with the purpose of this Agreement.
18.14 Independent Advice. The Parties declare that the terms of this Agreement
have been read and are fully understood. The Parties understand that this is a binding legal
document, and each Party is advised to seek independent legal advice in connection with the
matters represented herein. -
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
date.
BOYNTON BEACH COMMUNITY SELLER
REDEVELOPMENT AGENCY
Printed Name: Steven B. Grant Printed Name: Islam Shamsad
Title: Chair Date:
Date:
WITNESS: WITNESS:
Printed Name: Printed Name:
WITNESS: WITNESS:
Printed Name: Printed Name:
ESCROW AGENT
Lewis, Longman&Walker,P.A.
Printed Name:
Date:
PA-1"draft:Shamsad00622286-1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
date.
BOYNTON BEACH COMMUNITY SELLER
REDEVELOPMENT AGENCY
HA frt.,_SA-1> IS4ANi
Printed Name: Steven B. Grant Printed Name: Islam Shamsad
Title: Chair • Date: 21_3_04141
Date: • .
WITNExo-S7 WITNESS: 1
Pr-
Printed Name: Printed Name:
,
WITNESS: WITNE-S-St
Printed Name: Printed Name: 4et..)..,: c-
ESCROW AGENT
Lewis,-Longman& Walker, P.A.
Printed Name:
Date:
PA-: dratl.Simito1OrM95 2.9-I El
Et,
A
EXHIBIT "A"
Legal Description
Lot 9, less the West 50 feet of the East 120 feet of the North 10 feet thereof, together with all of
Lot 10, Block B, Pence' Subdivision No. 1, according to the Plat thereof, recorded in Plat Book
1, Page(s) 33, of the Public Records of Palm Beach County, Florida.
Together with:
A portion of Railroad Avenue, lying adjacent to a portion of Lot 9 and Lot 10, Block B, Pence'
Subdivision No. 1, according to the Plat thereof, recorded in Plat Book 1, Page 33, of the Public
Records of Palm Beach County, Florida and more particularly described as follows:
Beginning at the Northwest corner of Lot 9, Block B, Pence' Subdivision No. 1, thence run
Westerly along the projection of the North line of said Lot 9, a distance of 30.31 feet to a point:
thence run Southerly along a line parallel to the Easterly right of way line of the F.E.C. Railroad
an angle of 98 degrees 12 minutes 47 seconds measured clockwise from the last described
course, a distance of 153.10 feet to a point, being a projection of the South line of Lot 10, Block
B,Pence' Subdivision No. 1;thence run Easterly along said projected South line with an angle of
81 degrees 46 minutes 54 seconds, measured clockwise from the last described course, a
distance of 30.31 feet to the Southwest corner of said Lot 10; thence run Northerly along the
Westerly line of said Lots 9 and 10 with an angle of 98 degrees 13 minutes 06 seconds,measured
clockwise from the last described course, a distance of 153.10 feet to the Point of Beginning.
Said properties lying and being contiguous to each other.
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