R19-166 1 RESOLUTION NO. R19-166
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO
5 SIGN THE PURCHASE AND SALE AGREEMENT BETWEEN THE
6 CITY OF BOYNTON BEACH AND BOYNTON BEACH
7 COMMUNITY REDEVELOPMENT AGENCY TO CONVEY
8 OWNERSHIP OF THE CITY-OWNED PROPERTY AT
9 NORTHEAST 4TH STREET AND NORTHEAST 1sT AVENUE; AND
0 PROVIDING AN EFFECTIVE DATE.
1
2 WHEREAS, the City-owned parcel contains a public parking lot and is adjacent to
3 115 N. Federal Highway and a CRA owned public parking lot on NE 1st. Avenue; and
4 WHEREAS, the CRA has requested this transfer to consolidate all of the parcels
5 under common ownership to facilitate redevelopment of the site; and
6 WHEREAS, the transfer of ownership will not affect the use of the site for public
7 parking; and
8 WHEREAS,the City Commission has determined that it is in the best interests of the
9 residents of the City to approve a Purchase and Sale Agreement with the Boynton Beach
0 Community Redevelopment Agency to convey ownership of the City owned property located
1 at Northeast 4th Street and Northeast 1St Avenue.
2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
3 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
4 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
5 being true and correct and are hereby made a specific part of this Resolution upon adoption
6 hereof.
7 Section 2. The City Commission does hereby approve and authorize the Mayor to
8 sign a Purchase and Sale Agreement with the Boynton Beach Community Redevelopment
9 Agency to convey ownership of the City owned property located at Northeast 4th Street and
S:\CA\RESO\Agreements\Purchase and Sale Agreement with BBCRA for NE 4th Street-Reso.docx
0 Northeast 1'Avenue, a copy of the Agreement is attached hereto as Exhibit"A".
1 Section 3. This Resolution shall become effective immediately upon passage.
2 y�,
3 PASSED AND ADOPTED this 74-day of December, 2019.
4 CITY OF BOYNTON BEACH, FLORIDA
5 YES NO
6
7 Mayor—Steven B. Grant ✓
8
9 Vice Mayor—Justin Katz
0
1 Commissioner—Mack McCray ✓
2
3 Commissioner—Christina L. Romelus
4
5 Commissioner—Ty Penserga ✓
•6
7 VOTE c'-0
8 ATTEST:
9
0
1
2 Cry tal Gibson, MMC
3 Ci y Clerk
4
5
6
7 (Corporate Seal)
T y 0 '.,
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S:\CA\RESO\Agreements\Porchase and Sale Agreement with BBCRA for NE 4th Street•Reso.docx
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is
made and entered this Wday of _ , 2019, by and between the City of Boynton
Beach, a Florida municipal corporation (the "SELLER"), and Boynton Beach Community
Redevelopment Agency("PURCHASER").
WITNESSETH:
WHEREAS,SELLER is the fee simple owner of the real property located on NE 4th Street,
in the City of Boynton Beach,Palm Beach County, Florida,more particularly described in Exhibit
"A"attached hereto("Property"); and
WHEREAS, the Property is being acquired by the PURCHASER with the primary intent
of redevelopment for its highest and best use; and
WHEREAS, SELLER desires to sell to PURCHASER, and PURCHASER desires to
purchase from SELLER,the Property upon the terms and conditions herein below set forth.
NOW, THEREFORE, for and in consideration of the premises, the payment of Ten
Dollars and No Cents($10.00) in hand paid by PURCHASER to SELLER,the mutual covenants
and agreements herein set forth, and other good and valuable consideration,the receipt, adequacy
and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties
hereto do hereby covenant and 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. That certain property located on NE 4th Street,in the City of Boynton Beach,
County of Palm Beach,State of Florida(the"Property"),more particularly described in Exhibit"A"
attached hereto.
1.2 Closing Date. The Closing Date is the date on which the closing ("Closing") shall
occur and shall be no later than thirty(30)calendar days from the completion of the Inspection Period,
and any extension thereof as mutually approved by the parties.
1.3 Deed. A Special Warranty Deed, in its statutory form, which shall convey the
Property from SELLER to PURCHASER.
1.4 Effective Date. The Effective Date of this Agreement shall be the date when the last
one of the Seller and Purchaser has signed the Agreement.
1.5 SELLER'S Address. Seller's mailing address is 100 E. Boynton Beach Boulevard,
{00340953.1306-9905439)
1
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is
made and entered this lOday of�pl , 2019, by and between the City of Boynton
Beach, a Florida municipal corporation (the "SELLER"), and Boynton Beach Community
Redevelopment Agency("PURCHASER").
WITNESSETH:
WHEREAS,SELLER is the fee simple owner of the real property located on NE 4th Street,
in the City of Boynton Beach,Palm Beach County,Florida,more particularly described in Exhibit
"A"attached hereto("Property"); and
WHEREAS, the Property is being acquired by the PURCHASER with the primary intent
of redevelopment for its highest and best use; and
WHEREAS, SELLER desires to sell to PURCHASER, and PURCHASER desires to
purchase from SELLER,the Property upon the terms and conditions herein below set forth.
NOW, THEREFORE, for and in consideration of the premises, the payment of Ten
Dollars and No Cents($10.00)in hand paid by PURCHASER to SELLER, the mutual covenants
and agreements herein set forth, and other good and valuable consideration, the receipt,adequacy
and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties
hereto do hereby covenant and 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. That certain property located on NE 4th Street,in the City of Boynton Beach,
County of Palm Beach,State of Florida(the"Property"),more particularly described in Exhibit"A"
attached hereto.
1.2 Closing Date. The Closing Date is the date on which the closing ("Closing") shall
occur and shall be no later than thirty(30)calendar days from the completion of the Inspection Period,
and any extension thereof as mutually approved by the parties.
1.3 Deed. A Special Warranty Deed, in its statutory form, which shall convey the
Property from SELLER to PURCHASER.
1.4 Effective Date. The Effective Date of this Agreement shall be the date when the last
one of the Seller and Purchaser has signed the Agreement. -. o 3 y�
1.5 SELLER'S Address. Seller's mailing address is 409-l -B V
100340953 1306990541%
1
Boynton Beach,FL 33435,with copy to Goren,Cherof,Doody&Ezrol,P.A.,Attn:Donald J.Doody,
Esq.,at 3099 East Commercial Boulevard, Suite 200,Ft. Lauderdale,Florida 33308.
1.6 PURCHASER'S Address. Purchaser's mailing address is 710 N. Federal Highway,
Boynton Beach,FL 33435.
1.7. 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.
2.1 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 for the
total Purchase Price of TEN AND 00/100 DOLLARS($10.00)and upon and subject to the terms and
conditions hereinafter set forth.
2.2 The Purchase includes:
(a) All buildings and improvements located on the Property;
(b) All right of ways, alleys, waters, privileges, easements and appurtenances
which are on or benefit all the Property;
(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 Property 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.
(00340953.1 306.9905439)
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3. INSPECTIONS.
3.1 PURCHASER shall have ten(10)days from the Effective Date to perform inspections
of the Property as the PURCHASER deems necessary("Inspection Period"). Within five(5)business
days following the Effective Date of the Agreement, SELLER shall provide Buyer with access to the
following: (1) Documentation in SELLER's possession relating to title and survey of the Property
and(2)Copies of any environmental reports and topography,geotechnical and other studies that were
previously performed for or upon the Property in Seller's possession.
3.2 During the Inspection Period, PURCHASER shall, at its sole cost and expense,
determine that utility services including,water, waste water, electric,telephone and all other utilities
are available in the proper size and capacity to serve the existing facilities and installed to the property
lines. At all times during the Inspection Period, PURCHASER and its agents shall be provided with
reasonable access during normal business hours to the Property for purposes of on-site inspection,
upon reasonable prior notice to SELLER. The scope of the inspection contemplated herein shall be
determined by the PURCHASER as deemed appropriate under the circumstances provided however,
no invasive environmental tests, surveys, audits or inspections may be performed by PURCHASER
unless SELLER has provided its written consent thereto, which consent will not be unreasonably
withheld,delayed or conditioned. PURCHASER shall promptly repair and restore any damage to the
Property caused by, and will not allow any lien or claim of lien to be recorded as a result of
PURCHASER'S inspections. To the extent permitted by law,and subject to the limitations of Section
768.28, Florida Statutes, PURCHASER also agrees to indemnify and hold SELLER harmless from
any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from
or be connected with any acts or omissions of PURCHASER and/or its contractors and consultants
during inspections that are done pursuant hereto which obligation shall survive termination of, or
Closing under this Agreement. Any contractors or consultants engaged by PURCHASER to perform
such inspections shall be licensed by the State of Florida and, prior to entering the Property, shall
provide SELLER with evidence of insurance coverage in an amount and with a company reasonably
satisfactory to SELLER.
3.3 During the Inspection Period,the PURCHASER,at its sole discretion,shall be entitled
to terminate this Agreement for any reason. PURCHASER will provide written notice by mail or
facsimile to SELLER and/or SELLER's counsel,which notice must be received prior to the expiration
of the Inspection Period.
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3.4 If during the Inspection Period PURCHASER delivers written notice to SELLER
of PURCHASER'S determination that the Property is satisfactory and is approved by
PURCHASER or if PURCHASER fails to timely deliver to SELLER any written notice exercising
the termination right granted to PURCHASER, then this Agreement shall remain in full force and
effect, and the parties shall proceed to closing.
4. SELLER'S REPRESENTATIONS.
4.1 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 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, in which case SELLER shall
immediately provide PURCHASER notice of such contrary information and upon receipt
PURCHASER may,in its sole discretion,deem such contrary information material and terminate this
Agreement, and(iii)shall survive the Closing:
4.2 At all times from the Effective Date until the Closing on the Property, SELLER shall
keep the Property free and clear of all liens,encumbrances and/or clouds upon title,including without
limitation, liens related to service, labor and/or materials furnished to, or for the benefit of, the
Property,lis pendens,tax liens,permit violations,code violations,ordinance violations,and SELLER
shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability
in connection therewith(including,without limitation, court costs and reasonable attorney's fees).
4.3 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.
4.4 SELLER has full power and authority to enter into this Agreement and to assume and
perform its obligations hereunder in this Agreement. 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. The
execution and delivery of this Agreement and the consummation of the transaction contemplated
hereunder on the part of the SELLER do not and will not violate any public or corporate obligations
of the SELLER and will not conflict with or result in the breach of any condition or provision, or
(00340953.1306-9905439)
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constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or
judgment to which the SELLER is a party nor will create a lien or encumbrance upon the Property
or assets of the SELLER.
4.5 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 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.
4.6 SELLER represents that there are no parties other than SELLER in possession of the
Property or any portion of the Property as a lessee.
4.7 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 Effective Date to the Closing Date.
4.8 REAL PROPERTY SOLD AS IS,WHERE IS,RELEASE: SELLER makes and shall
make no warranty regarding the title to the Property except as to any warranties which will be
contained in the instruments to be delivered by SELLER at Closing in accordance with this
Agreement. SELLER makes and shall make no representation or warranty either expressed or
implied (except as specifically set forth in the Agreement) regarding condition, operability, safety,
fitness for intended purpose, use, governmental requirements, development potential, utility
availability, legal access, economic feasibility or any other matters whatsoever with respect to the
Property. The PURCHASER specifically acknowledges and agrees that SELLER shall sell and
PURCHASER shall purchase the Property on an"AS IS, WHERE IS, AND WITH ALL FAULTS"
basis and that, except for the SELLER'S representations and warranties specifically set forth in this
Agreement and those obligations described in the Development Agreement, PURCHASER is not
relying on any representations or warranties of any kind whatsoever, except as specifically set forth
in this Agreement, express or implied, from SELLER its agents, officers, or employees, as to any
matters concerning the Property including, without limitation, any matters relating to (1)the quality,
nature, adequacy, or physical condition of the Property, (2) the quality nature, adequacy or physical
100340953.1306-9905439)
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condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or
physical condition of utilities serving the Property, (4) the development potential, income potential,
expenses of the Property,(5)the Property's value,use,habitability,or merchantability,(6)the fitness,
suitability,or adequacy of the Property for any particular use or purpose,(7)the zoning or other legal
status of the Property, (8)the compliance of the Property or its operation with any applicable codes,
laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions,
guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any
other person or entity,including,without limitation,environmental person or entity,including without
limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any
other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring
property, (10) the freedom of the Property from latent or apparent vices or defects, (11) peaceable
possession of the Property, (12) environmental matters of any kind or nature whatsoever relating to
the Property, (13) any development order or agreement, or (14) any other matter or matters of any
nature or kind whatsoever relating to the Property.
4.9 As used herein, the term "Hazardous Materials" means (i) those substances
included within the definitions of"hazardous substances", "hazardous materials", "toxic substances"
or"solid waste" in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §
6901 et seq., the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean
Water Act,33 U.S.C. §1321 et seq.,as amended,and in the regulations promulgated pursuant thereto;
(ii) those substances listed in the United States Department of Transportation Table (49 CFR
§172.101) or by the Environmental Protection Agency as "hazardous substances", "hazardous
materials", "toxic substances" or "solid waste", (iii) such other substances, materials and wastes
which are regulated, or classified as hazardous or toxic,under applicable local, state or federal laws,
ordinances or regulations; and any material, waste or substance which is petroleum, asbestos,
polychlorinated,biphenyls, flammable explosives or radioactive materials.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing,by delivery
of a Special Warranty Deed,title to the subject Property. PURCHASER may secure a title insurance
commitment issued by a title insurance underwriter approved by PURCHASER, for the subject
Property insuring PURCHASER'S title to the Property. The costs and expenses relative to the
)00340953.1 306-9905439)
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issuance of a title commitment and an owner's fitle5policy shall be borne by the PURCHASER.
5.2 If PURCHASER so desires,Ito bbtain title insurance on the Property, the
PURCHASER shall have Ten(10)days from the date of receiving said commitment to examine the
title commitment ("Title Inspection Period"). If PURCHASER objects to any exception to title as
shown in the title commitment, PURCHASER within 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 ptdVided 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") stating either.(i) 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; or (b) subject to the provisions:set forth below, proceed to close the transaction
contemplated herein despite the uncured objection.
5.3. Survey and Legal Description. Within five (5) days of the commencement of the
Inspection Period,PURCHASER at PURCHASER'S own expense shall order: (i)a survey prepared
by a registered land surveyor or engineer licensed in the State of Florida showing the boundaries of
the Property, 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 Property.
The survey shall be certified to PURCHASER and the title insurance company issuing the title
insurance.
In the event the survey shows any material encroachments, strips, gores, or any portion of the land
non-contiguous to any other portion of the Property or any other matter materially affecting the
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intended use of the Property or marketability of title to the Property(any such matter is herein called
a "survey objection" and treated as a title defect), PURCHASER shall have a period of twenty (20)
days after receipt of the survey by PURCHASER within which to approve or disapprove any survey
objection and to give notice to SELLER of any disapproval thereof indicating in reasonable detail the
nature and reasons for PURCHASER'S objection. PURCHASER agrees that it will not arbitrarily or
unreasonably withhold its approval of any such survey objection and that PURCHASER will attempt
to approve any such survey objection which does not affect the marketability of title or materially
interfere with PURCHASER'S use of the Property. In the event PURCHASER provides a notice of
disapproval of a survey objection to SELLER,the rights and obligations of the parties respecting such
survey objections shall be governed by Section 5.2 hereof such that the parties shall have the same
rights and objections as though such survey objection objected to was a new exception to title which
was discovered and objected to within the contemplation of Section 5.2.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the
following are true and correct:
6.1 PURCHASER has full power and authority to enter into this Agreement and to
assume and perform all of its obligations hereunder.
6.2 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 any contract, mortgage,
lien, lease, agreement, indenture, instrument or judgment to which the PURCHASER is a party.
6.3 No action by any federal, state, municipal or other governmental department,
commission, board, bureau or instrumentality is necessary to make this Agreement a valid
instrument binding upon PURCHASER in accordance with its terms and conditions.
6.4 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.
7. CONDITIONS PRECEDENT TO CLOSING.
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Each of the following events or occurrences ("Conditions Precedents") shall be a condition
precedent to PURCHASER'S obligation to close this transaction:
(a) PURCHASER has completed its inspection of the Property,and performed all
of its obligations and conditions of this Agreement.
(b) SELLER has performed all covenants, agreements and obligations, and
complied with all conditions required by this Agreement to covey clear and marketable title
of the Property to PURCHASER,prior to closing.
(c) Approval of this Agreement by the City of Boynton Beach City Commission.
8. CLOSING DOCUMENTS.
8.1 At Closing, SELLER shall deliver to PURCHASER a Special 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.
8.2 Right to Repurchase Agreement. At Closing, PURCHASER and SELLER shall
execute the Right to Repurchase Agreement as provided herein.
9. CLOSING COSTS,TAXES AND PRORATIONS.
9.1 Ad Valorem Taxes. PURCHASER 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 Revenue Collector. 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.
9.2 Seller's Closing Costs. SELLER shall pay for the following items prior to or at
Closing:
(a). Cost of providing marketable title as provided herein;
9.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to
or at Closing:
(a)Documentary Stamps on the deed as provided under Chapter 201,Florida Statutes;
(b) Recording fees of the Special Warranty Deed, Right to Repurchase, Mortgage, if
any, and any other instrument as required to be recorded in the Public Records, and
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(c) Cost of obtaining owner's title insurance policy.
10. CLOSING DATE AND PLACE.
The Closing will take place on or before shall occur and shall be no later than thirty (30)
calendar days from the completion of the Inspection Period, and any extension thereof as mutually
approved by the parties
11. TERMINATION AND DEFAULT.
11.1 Termination by Purchaser. In the event that any inspections as set forth in Section
3.herein and any review of documents conducted by the PURCHASER relative to the Property during
the Inspection Period, prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion,
shall be entitled to terminate this Agreement. PURCHASER will provide written notice of said
termination by mail or facsimile to SELLER no later than the date of expiration of the Inspection
Period
11.2 Default. In the event of a default by SELLER, SELLER shall pay to PURCHASER
all funds expended by PURCHASER on the development, improvement, or maintenance of the
Property,prior to the Closing. Further,if SELLER defaults,PURCHASER shall have the election of
the following remedies: (1) seek damages incurred by PURCHASER resulting from SELLER'S
default; or(2)equitable relief to enforce the terms and conditions of this Agreement through a decree
for specific performance and/or injunctive relief.
11.3 In the event of default by PURCHASER, SELLER shall have the election of the
following remedies: (1)seek damages incurred by SELLER resulting from PURCHASER'S default,
including without limitation; or (2) equitable relief to enforce the terms and conditions of this
Agreement through a decree for specific performance and/or injunctive relief.
12. RIGHT TO REPURCHASE. SELLER expressly reserves the right at its sole option and
election,to repurchase the Property for the same Purchase Price as paid by PURCHASER to SELLER
hereunder, in the event the PURCHASER shall fail to successfully redevelopment the Property;
subject, however, to extensions for delays attributable to force majeure as hereinafter provided.
Accordingly, prior to closing, PURCHASER and SELLER shall enter into a separate Right to
Repurchase Agreement which is to be recorded in the Public Records of Palm Beach County,Florida,
and provide for the ability of the SELLER to repurchase the Property for the same Purchase Price
from the PURCHASER.Notwithstanding the provisions of the immediately preceding sentences,the
dates provided above may be extended on a day for day basis for delays occasioned by acts of God,
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10
catastrophe and inclement weather which is in excess of those days normally forecasted by the
National Weather Service for the given month in South Florida which interfere with construction,
unforeseen physical conditions on the site, unavailability or shortages of material or labor, labor
disputes, governmental approvals or restrictions and any appeals thereof, claims or lawsuits by any
third party (whether individual or otherwise) threatened or instituted to prevent the issuance of any
approvals or permits, the commencement of construction or otherwise stop construction of the
development after commencement,or other matters beyond the reasonable control of PURCHASER
(collectively"Force Majeure"). By the tenth(10)business day of each of month,PURCHASER shall
deliver or cause to be delivered to SELLER a list of the days during each proceeding month as to
which PURCHASER believes the Force Majeure provisions apply and the reasons therefore.
SELLER shall, within ten (10) business days after receipt of any such list provide notice to
PURCHASER as to whether SELLER disputes that any of the days set forth on that list would give
rise to an extension of time for PURCHASER's performance based on Force Majeure. Any days
claimed to be subject to the foregoing Force Majeure provision by PURCHASER which are not so
disputed by SELLER within said time period shall be deemed approved by SELLER. In the event of
a dispute between SELLER and PURCHASER as to whether there has been a commencement of
construction as provided in this Section or whether a claim for delay is valid or otherwise in
connection with this Agreement and the transactions contemplated thereby shall be endeavored to be
resolved and settled by mediation using a mutually acceptable third-party mediator. Such mediator
shall be appointed upon the written demand of either party. Upon such appointment, the mediation
shall be held within fifteen(15)days at a mutually agreeable site in Palm Beach County,Florida.The
fees and expenses of such mediator shall be born equally by the parties hereto. In the event of the
failure of the parties to settle the dispute by mediation, either party may bring the dispute for legal
redress before the City Court in and for Palm Beach County, Florida.
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
{00340953.1306-9905439)
11
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 N.Federal Highway
Boynton Beach,FL 33435
Attn: Michael Simon,Executive Director
SELLER: City of Boynton Beach
100 E.Boynton Beach Boulevard
Boynton Beach,FL 33435
Attn: Lori LaVerriere,City Manager
With Copy to: Donald J.Doody,Esq.
GOREN,CHEROF,DOODY&EZROL,P.A.
3099 East Commercial Boulevard,#200
Fort Lauderdale,Florida 33308
Tel: (561)276-9400
Fax: (954)771-4923
Tara Duhy,Esq.
Lewis,Longman&Walker,P.A.
515 N.Flagler Drive,Suite 1500
West Palm Bach,FL 33401
Tel: (561)640-0820
16. GOVERNING LAW & VENUE. This Agreement shall be governed by the laws of the
State of Florida. Each party agrees that the Circuit Court for the Fifteenth Judicial Circuit in and for
Palm Beach County shall be the exclusive jurisdiction and venue of any litigation or special
proceeding to resolve any dispute or claim arising from or related to or connected with this
Agreement,including any claims based upon equity,statute,common law or rule. The parties hereby
waive any objection to such forum based upon venue or forum non convenient grounds.
17. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and
PURCHASER are 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,
)00340953.1 306-9905439)
12
successors and assigns of SELLER and PURCHASER. Any assignment of this Agreement must be
approved by the City of Boynton Beach City Commission
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.
21. 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.
22. WAIVER OF JURY TRIAL. Each party hereby knowingly, voluntarily and
intentionally waives any and all rights it may have to a trial by jury in respect of any dispute,litigation
or court action(including,but not limited to, any claims, crossclaims or third-party claims) arising
from, growing out of, or related to this Agreement. The parties acknowledge that this waiver is a
significant consideration to, and a material inducement for the parties to enter into this Agreement.
Each party hereby certifies that no representative or agent of the other party has represented,
expressly or otherwise, that either party would not, in the event of such litigation, seek to enforce
this waiver of right to jury trial provision.
21 PRECEDENCE. In the event of conflict, handwritten provisions shall take precedence
over typewritten and printed provisions. Typewritten provisions shall take precedence over printed
provisions.
24 DRAFTING. This Agreement has been negotiated and drafted mutually by the parties and
shall be construed and interpreted as if both parties drafted same so that neither party shall be entitled
to the benefits of any rules of construction, interpretation or enforcement against the drafters.
(00340953.I 306-9905439)
13
IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates indicated
above:
ATTEST: CITY OF BOYNTON BEACH, a municipal
nn Corporati• • , e St of rida
rd, BY: 41, -
Cr tal Gibson, City Clerk even B. Grant, ayor
(SEAL)
-A
BOYS•
Approves .. to F•
4
Office of the City A orne,
The foregoing instrument was acknowledged before me this, day ofj e_cr1 x
2019, by Steven Grant, as Mayor of the City of Boynton Beach, Crystal Gibson, City Clerk ofthe
City of Boynton Beach, on behalf of the City of Boynton Beach, who ( ) are personally known to
me or( ) have produced Florida driver's licenses as identification.
My Commission expires: 3"a5 a3 42,„i IAA. _��trZ41/ ,Ah
Notary Public, 'tate of Flori•
Tammy L. Stanzione
=vR
111".•
(� TAMM'( # X158 Printed Name of Notary Public
° * Commission
*
Expires March 25,2023
s4�a� eagNn•uwive(wan
Ss.*es
(00340953.1 306-9905439)
14
BOYNTON BEACH COMMUNITY
REDEVI. OP)5EN 4 r : c•Y
By:../.., L5 //
Print Name: -5-4v1/7 a &f
Title: 644..x/'
STATE OF FLORIDA )
COUNTY OF PALM BEACH)
yqp The foregoing instrument was acknowledged before me this O(o day of TAN U ,
2019, by 'ittirc"1 C•.ek�T as 3OP1/41Z4) t4_I#ct12-- of Boynton Beach Communi y
Redevelopment Agency, on behalf of the Agency, who ( ) is personally kno o me ( ( ) has
produced a Florida driver's license as identification.
My Commission Expires: _ -
Nota • Pu. ', S e of Florida
..t.:V, Bonnie Nickeen
NOTARY PUBLIC 'p,,� •
` _STATE OF FLORIDA Ir'ON)IJ(� NI L CA4-L-i Fi N
. �' Caro*GG108394 Printed Name of NotaryPubic
�.,-e
Expires 5/ 5/2021
100140933 I)0e-990439)
15
EXHIBIT "A"
LEGAL DESCRIPTION
Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast
one-quarter of the Northeast one-quarter of Section 28,Township 45 South, Range 43 East,
according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and
recorded in the Public Records of Dade and Palm Beach County, Florida,Plat Book 1,Page
23.
Folio No.: 08-43-45-28-03-001-0080
(SUBJECT TO VERIFICATION BY SURVEY OF THE PROPERTY)
(00340953 1 306-9905439}
16