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R04-051 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RESOLUTION NO. R04- 0 5 ~ A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE A CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN THE CITY OF BOYNTON BEACH AND 81 82 HIGH RIDGE DEVELOPMENT, L.L.C.; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission, upon recommendation of staff, has deemed it to be in the best interests of the citizens and residents of the City to enter into a Contract for Purchase and Sale of Real Property between the City of Boynton Beach and 81 82 High Ridge Development, L.L.C. for the purpose of a 9.3+__acre parcel of land at the comer of Gateway Boulevard and High Ridge Road, subject to successful completion of all due diligence; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, Florida does hereby authorize and direct the City Manager to execute a Contract for Purchase and Sale of Real Property between the City of Boynton Beach and 81 82 High Ridge Development, L.L. C., for the real property more particularly described in said Agreement as Exhibit "A", which Agreement is attached hereto. Section 2. This Resolution shall become effective immediately upon passage. S:\CA'~RESOLReal Estate\81 82 High Ridge Purchase & Sale Agr.doc 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 PASSED AND ADOPTED this 7 day of 2004. CITY OF BOYNTON BEACH, FLORIDA C~mm~n~ (Corporate S:\CAXRESOXReal Estate\g1 82 High Ridge Purchase & Sale Agr.doc AGREEMENT I~T)R PTTRC. T-TA~qE ANT) .qAT.~ C)F REAT, PROPERTY THIS AGREEMENT is made and emered into between CITY OF BOYNTON BEACH, (hereinafter referred to as "PURCHASER"), and 81 82 HIGH RIDGE DEVELOPMENT LLC, (hereinafter referred to as "SELLER"), WITNE~R R ETI-I In consideration of the mutual agreements and upon and subject to the terms and conditions herein contained, the parties hereto agree as follows: 1. I')EFINITIf)N~. The following terms when used in this Agreement for Purchase and Sale shall have the following meanings: 1.1 I.and/Property. That certain parcel of Land located in Boynton Beach, Florida, together with any improvements ther,eon. The Land is more particularly described on Exhibit "A" which is attached hereto and made'a part hereof. The Land is also sometimes referred to herein as the "Property." 1.2 Cln.~ing. The delivery of a Warranty Deed to PURCHASER concurrently with the delivery of the purchase price and other cash consideration to SELLER. 1.3 33462 1.4 PURCHASER. 1.5 1.6 Cln.qing Date, The date upon which the closing occurs. Deed. A ~anty Deed, which shall convey the Land from SELLER to F. arne.~t 1Mnney. The sum of Four Thousand and no/100 Dollars ($4,000.00) has been delivered from PURCHASER to Escrow Agent pursuant to Section 2.1 set forth herein. ,REIJ.ER'R Addre,q,q. 232 South Ocean Boulevard, Lake Worth, Florida, Page 1 1.7 PT TRCI-IA,RI~,R ',q Addre.~.~. City of Boynton Beach: 100 East Boynton Beach Boulevard, P.O. BOX 310, Boynton Beach, Florida 33425-0310, with copy to Donald J. Doody, Esquire, JOSIAS, GOREN, CHEROF, DOODY AND EZROL, P.A., 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. 1.8 Other Definiticm.~. The terms defined in any part of this Agreement shall have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms "herein", "hereof" and the like refer to this Agreement in its entirety and not to any specific section or subsection. 2. PlTRCI-1A.q~ AND ,qAl J~.. Subject to the provisions of this ,Agreement, the SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Land, previously identified on Exhibit "A", for the total purchase price of FOUR MILLION DOLLARS and no/100 ($ 4,000,000.00) and upon and subject to the terms and conditions hereinafter set forth. 2.1 F. arne.qt Mc}ney. PURCHASER has deposited and placed in an escrow account maintained by The Urban Group, Inc. monies in the amount of FOUR THOUSAND AND NO/100 ($ 4,000.00) DOLLARS. The Escrow Agent is located at: The Urban Group, Inc. 1424 South Andrews Avenue, Suite 200, Fort Lauderdale, Florida, 33316. This contract is contingent upon the Boynton Beach City Commission approving this agreement and the other contingencies set forth in Section authorizing the appropriate city officials to consummate the transaction. This contingency, together with any other contingencies set forth in this Agreement, shall be fulfilled ~ ma~e2 ~'~ or waived by Purchaser within the Inspection Period, as defined in Section 3 hereof. 2.2 glalann~ af l~rch~.qe Price. PURCHASER shall pay the balance of the Purchase Price to SELLER at closing by cash or by certified check, or by wire transfer to SELLER'S bank account of current federal funds. 2.3 The Purchase includes all rights, 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, or thereafter on demand, proper instruments for the conveyance of title and the assignment and collection of award and damages; 3. INKPF. C. TIC}NK. Buyer shall have until 5:00 P.M. on the date which is seventy-five (75) calendar days (the "Inspection Period") after the execution of this agreement in which to conduct such investigations and inspections as to, among other things, the Property, the physical condition thereof, the environmental condition thereof, the market value thereof, the stares, standing and tran.~ferability of any licenses applicable to the Property or any part thereof or any business operations conducted thereon, the feasibility of the purchase of the Property for Buyer's purposes, matters of zonmg and all other matters with respect to the Property which are in Buyer's judgment relevant to Buyer's determination whether to purchase the Property or to terminate this Agreement and, without limitation to the foregoing, within which to obtain all necessary authorizations. Seller shall cooperate in good faith with Buyer in Buyer's efforts to investigate the Property during the Inspection Period. To the extent permitted by law, Buyer shall indemnify Seller from and against any loss, damage, cost or expense incurred by Seller as a result of Buyer's inspection of the Property, and Buyer shall, following any such inspections, ~ Page 3 ~ promptly restore the Property to the condition existing immediately prior to such inspections. If for any reason whatsoever, in Buyer's sole discretion, Buyer determines during the Inspection Period that it does not wish to purchase the Property and to close the transaction contemplated hereby, Buyer shall have the absolute right to terminate this Agreement by giving written notice of such termination to Seller in the manner hereinafter provided for the giving of notices, prior to the expiration of the Inspection Period. Upon receipt of such notice the Deposit shall be returned to Buyer and thereafter this Agreement shall be deemed terminated and of no further force and effect and both parties shall be released and relieved of any liability or obligations hereunder. If Buyer does not provide notice of termination prior to the expiration of the Inspection Period, then it shall be presumed conclusively that Buyer is satisfied with its investigation, and thereafter Buyer shall have no further right to terminate this Agreement in accordance with the provisions hereof, and, shall be obligated to close the transaction contemplated herein on the Closing Date. 4. CC)NDITION . OF TIqF. PR()PF. RTY; DIRC. I.AIMFR OF R F. Pl~ F~qF. NT A TIO N,q , 4.1 Buyer hereby expressly acknowledges and agrees that except as and to the extent expressly provided to the contrary in this Agreement: (a) Seller makes and has made no warranty or representation whatsoever as to the condition or suitability of any portion of the Property for Buyer's purposes, (b).. Seller makes and has made no warranty, express or implied, with regard to the accuracy of any information furnished to Buyer, and Seller shall not be bound by any statement of any broker, employee, agent or other representative of Seller, (c) Buyer will have made by the end of the Inspection Period a complete and thorough examination and inspection of all portions of the Land, on the basis of its inspection, Buyer is thoroughly familiar with all portions of the Property (including without limitation, whether or not hazardous or toxic materials are or have heretofore been located on or under or generated from any portion of the Page 4 Property), zoning, land use restrictions, utility availability and hook up costs (including, without limitation, whether or not septic tanks are permitted or prohibited) and all other matters relevant to Buyer, (d) Buyer will have determined by the end of the Inspection Period that the condition of all portions of the Property is satisfactory to Buyer, (e) notwithstanding the nature or extent of the inspections Buyer has made, Buyer shall purchase and accept every portion of the Property in its "as-is" condition without requiring any action, expense or other thing or matter or matter on the part of the Seller to be paid or performed and, upon acceptance of the Deed at Closing, Buyer shall be conclusively deemed to have accepted the Property in its "as-is" condition, (f) Buyer will have obtained by the end of the Inspection Period all necessary approvals for its purchase of the Property, including, without limitation, if the Buyer is a municipality or agency of any government, all necessary authorizations from any council, commission, governing board, and the like, together with all necessary appraisals to fulfill the requirements of law relating to the value of the Property for purchase, all the foregoing of which shall be deemed to have been acceptable to Seller and fully approved as required by law, and (g) Seller makes and has made no warranty, express or implied, concerning any portion of the Property, its condition, the use to which it may be put, any environmental matters, or any other thing or matter directly or indirectly related thereto or hereto (including, without limitation, NO WARRANTY OF MERCHANTABILITY, OR FI~Ss FOR ANY PARTICULAR PURPOSE OR RELATING TO THE ABSENCE OF LATENT OR OTHER DEFECTS). In accordance with Section 161.57(2) Florida Statues, Buyer hereby waives being furnished any information by Seller related to whether or not any portion of the Property lies seaward of any coastal construction control line (as defined in Section 161.053, Florida Statutes) and any such information shall be compiled by Buyer, if Buyer desires, at Buyer's sole cost and expense. survive Closing and delivery of the deed of conveyance. Page 5 The provisions of this section shall 5. EVID~NC~ f)g TITI 5.1 Title to the Land. SELLER shall convey to PURCHASER at closing, by delivery of a Warranty Deed, regarding the subject Land, subject to all easements and restrictions of record. Within ten (10) days of the execution of this Agreement, Purchaser shall secure a title insurance commitment insuring PURCHASER'S title to the Land subject only to those exceptions set forth in the commitment and acceptable to PURCHASER. All 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 ten (10) days from the date of receiving said commitment to examine said commitment. If PURCHASER objects to any exception to title as shown in said commitment, PURCHASER shall within ten (10) days of receipt of said commitment, notify SELLER in writing specifying the specific ex?eption(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 two (2) 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 (1) that the objection has been cured and in such case enclosing'~videnee 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 ~ Page 6 uncured objection. 5.2. ~nrvey and I.e. gal De.qeriptirm During the Inspection Period, PURCHASER shall order: (i) a true, complete and reproducible tracing of a current survey map (current is defined to be certified within fifteen (15) days of the date of the Agreement), 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 Land, improvements and encroachments; and (ii) a correct metes and bounds legal description of the Land 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. 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 Land or any other matter materially affecting the intended use or marketability of title to the Land (any such matter is herein called a "survey objection" and treated as a title defect), PURCHASER shall have a period of ten (10) 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 approve any such survey objection which does not affect the marketability of title or materially interfere with PURCHASER'S use of the Land as a self Page 7 storage facility. 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 5.1 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 5.1. 6.0 RISI~ t3g I DSS. 6.1 Risk of loss or damage from fire, other casualty, or both, is assumed by described in ParagraPh 5.1 hereof is delivered by SELLER to SELLER until the deed PURCHASER. (a) In the event the Land, 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, PURCHASER may elect to terminate this Agreement, in which event the entire deposit and interest shall be returned to PURCHASER and neither party shall have any further claim against the other, 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 pending or already paid. 7. TR AN,RlCrg. R CIF TITI.F. ,qlII:tllc:.CT TO, The Land shall be conveyed subject only to those exceptions as set forth in-~aragraphs 2.3, 5.1 and 5.2 and to: (a) Water lines, sanitary sewer, drainage, gas distribution, electrical and telephone easements of record provided that they are used to service the Land. (b) Unpaid assessments payable after the date of the transfer of title. Page 8 8. ADIILRTMENTS AT CT.OSTNG. In the event that, following the Closing, the 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. This provision shall survive the Closing. 9. CI.OSING DATF. AND PI.ACE. The closing will take place at an office and time mutually agreed upon no later than (15) days subsequent to the expkation of the inspection period, time being of the essence. 10. DEI~AIII.T. If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this agreement, the deposit and interest shall be forfeited to SELLER as agreed upon liquidated damages. In the event of such default by PURCHASER, SELLER'S sole and entire remedy shall be restricted to retention of the deposit plus all accrued interest, if any, and PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of such default. In addition to the other remedies which PURCHASER may have specifically set forth in this Agreement in the event of SELLER'S default, PURCHASER shall be entitled to equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or injunctive relief. 11. COSTS. SELLER'"':}hall be responsible relative to the costs and expenses related to the documentary stamps affixed to the Warranty Deed. The costs related to the survey, the appraisal and the costs and expenses incurred relating to the recording of the Warranty Deed and obtaining an Owner's Title Policy shall be the responsibility of the PURCHASER. 12. SEI J JER 'S WARS A NTIF. S. SELLER hereby acknowledges and warrants to the best of its knowledge that all of the following statements are tree and correct as of the date of Closing and shall survive the closing. Page 9 (a) There are no leases, letting or tevancies affecting any part of any of the Land except tenant leases and there are no written or oral promises, understandings, agreements or commitments between SELLER (or any predecessor of SELLER) and any tenant or other person affecting the Land. (b) DELETED. (c) SELLER is not in default in any of SELLER'S obligations to any supplier of any materials or services obtained or to be used in connection with the property. All of the representations, warranties and covenants of SELLER contained in this Agreement or in any other document, delivered to PURCHASER 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. 13. PIIRCHA~qF~R'.qWARI~ANT1F. S. PURCHASER hereby acknowledges and warrants to the best of its knowledge that all of the following are nme and correct and all shall survive the closing: (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 performance by PURCHASER of the obligations hereunder have been duly authorized by the PURCHASER as may be required, and no further action or approval is required in order to constitute this Agreement as a binding obligation of the PURCHASER. i4. F. Iql~O~CF. AnlI .ITY. 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 Page 10 the preceding sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this agreement. 15. CONTINGF. NCmS. PURCHASER'S obligations under this Agreement is contingent upon: (a) The PURCHASER obtaining authorization from the City Commission of BOYNTON BEACH authorizing the City officials to consummate this transaction. (b) The PURCHASER obtaining two (2) appraisals from appraisers pursuant to Section 253.025 (6)(b) of the Florida Statutes (2001). The appraisals shall show the Land to have an appraised value equal to or exceeding the Purchase Price as set forth in Section 2. In the event the appraisal value does not equal the Purchase Price, the City Commission may elect to terminate this Agreement. (c) The PURCHASER obtaining a satisfactory Environmental Phase I Audit. In the event, the Environmental Audit is not satisfactory, the City Commission may elect to terminate this Agreement. (d) If upon the expiration of the inspection period the City determines that the Land is unsuitable for any intended use, they may elect to terminate this agreement and receive an immediate return of the deposit. Notwithstanding anything to th6"contrary contained in this Section 15 or elsewhere in this Agreement, the foregoing contingencies shall be fulfilled or waived by Purchaser in their entirety within the Inspection Period. In the event that the purchaser has not furnished Seller with written notice of termination of this Agreement during the Inspection Period in the manner herein for providing notices, it shall be conclusively presumed that any and all contingencies to the Purchaser's obligation to purchase the Land in accordance with the terms and conditions of this Agreement have occurred, been performed and/or waived, and the Purchaser shall be obligated Page 11 ~ to purchase the Land on the closing date. 16. NO I IAlqlI.ITY. Unless this Agreement is executed by both parties within the specified time period, neither party shall be obligated to perform the covenants herein contained. 17. F~FFF. C. TIVF. DATF.. Unless both SELLER and PURCHASER execute this Agreement by March 5, 2004, this Agreement shall be null, void and ineffective. This Agreement shall be deemed effective as of the last date that the document is executed by either PURCHASER or SELLER. C'~QVF. R NING I.AW. 18. of Florida. 19. F. NTIR g. A GREFMF. NT. SELLER and PURCHASER are merged expresses their full agreement. 20. 21. This Agreement shall be governed by the laws of the State All prior understandings and agreements between in this Agreement. This Agreement completely Nc} or AT. CHA NOg.. This Agreement may not be changed or amended orally. RI IC. C.~RROR.R. This Agreement shall apply to and bind the distributees, exposed to it over time. in buildings in Florida. obtained from your county health unit. 23. COl INTF. RPART,q' executors, administrators, successors and assigns of SELLER and PURCHASER. 22. R AY)ON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present~ health risks to persons who are Levels of"~adon that exceed federal and state guidelines have been found Additional information regarding radon and radon testing may be This Agreement may be executed in two or more counterparts, each of which shall be and shall be taken to be an original and all collectively deemed one instmment. 24. The parties hereto agree that a facsimile copy hereof and any signatures hereto Page 12 shall be considered for all purposes as originals. 25. BR OI(~.R: a) Seller represents that it has not listed the property for sale or otherwise entered into any agreement for the payment of a real estate brokerage commission regarding the sale of the property with any broker or any other person entitled to be paid a brokerage commission in accordance with Florida law other than Manatee Cove Realty which shall equal two and a half (2.5%) percent of the purchase price. The Purchaser's Agent, The Urban Group, Inc. will cooperate with Manatee Cove Realty, and equally split this commission or (1.25%) each. b) Seller hereby indemnifies and holds Purchaser harmless from and against all liability, cost or expense, including reasonable attorney's fees whether trial be brought or not, incurred by Purchaser, Manatee Cove Realty in the event the representations of Seller are false or incorrect or in the event of any claim that is made against Purchaser, Manatee Cove Realty by any person who claims to be entitled to a real estate brokerage commission as a result of having entered into an express agreement with the Seller for the payment of a commission IN WITNESS WHEREOF, indicated below. WITNESS: (Print Name~') (Print Name?) the parties have executed this Agreement as of the dates PURCHASER: CITY OF BOYNTON BEACH, a Florida Municipal corporation BY: DATE: ~'~- t- Off Page 13 (Prin~ (Print Na~ne?) S]~LLV. R: 81 82 HIGH RIDGE DEVELOPMENT LLC (Print Name~') (Print Name?) ESCROW AGENT BY: DATE: '~.- Page 14 Exhibit A Lots 81 and 82, PLAT OF P.C.D. CENTER, according to the plat thereof, on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 60, Page 106, said lands situate, lying and being in Palm Beach County, Florida, LESS the following described parcel: Commence at the West Quarter comer of Section 16, Township 45 South, Range 43 East; thence run North 01© 23' 32" West, alon~ the West line of said Section 16, to the Baseline of Survey for the Northwest 22n avenue, a distance of 22.69 feet; thence South 88© 57' 47" East, a distance of 1315.16 feet along said baseline; thence South 01© 02' 13" West, a distance of 160.61 feet to the Northeast comer of said Plat and Point of Beginning; thence South 13© 01' 41" West along the Easterly line of said Plat, said line also being the Westerly existing right-of-way line for the CSX Raikoad a distance of 1188.51 feet; thence North 89° 52' 44" West, along the Southerly line of said Plat, a distance of 10.61 feet; thence North 11© 20' 09" East, a distance at 1183.35 feet; thence South 87" 02' 39" East, along the Northerly line of said Plat, said line also being the existing Southerly Limited Access Right-of-Way Line for the Northwest 22nd Ave, a distance of 46.00 feet to the Point of Beginning. MAR. 5. 2'104 19'35AMARNSTEIN & LEHR N0.2756 P. 2 ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN 81 - 82 HIGH RIDGE DEVELOPMENT, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("SELLER") AND THE CITY OF BOYNTON BEACH ("PURCHASER") APPEARED this ~ day of March, 2004, Seller and Purchaser and hereby enter into this Addendum ("Addendum") to that certain Agreement for Purchase and Sale of Real Property ("Agreement") of even date herewith as follows: 1. Any conflict between the ten'ns of the Agreement and the terms of this Addendum shall be resolved in favor of this Addendum. 2. The Purchase Price shall be $4,200,000.00 and the Earnest Money Deposit shall be $4,200.00. 3. Any reference in the Agreement to Warranty Deed shall mean Special Warranty Deed. 5, In paragraph 2.2 the term "certified check" shall be deleted. 8, Pdor to entering the Property. Purchaser shall provide evidence of fiabifity Insurance to Seller .in amounts not less than $500,000.00 per occurrence, and $1,000,000.00 aggregate. 7 In Section 5.1, the first sentence of the second paragraph shall have the folio#lng added: "but in no eve~[~t-iater than 20 days affer~execution of this Agreement." 8. Section 6.1(a) shall not apply if the condemning authority is the Purchaser or any entity or agency controlled by the Purchaser. 9. In Section t2(a) the parenthetical shall be deleted. 1t IdnesS~C~ ~nS~hb~iie r~s~m iPl;~;i 'n;~eCJn, Id Seller harmless as more f~ily t~AR. 5. 2,)04 10:36A1~ARNSTEIN & LEHR NO. 2756 P. 3 13, Purchaser acknowledges that Seller may close on this property as part of an IRS Section 1031 Tax Deferred Exchange and Purchaser shall cooperate with all rea,,.onable requests of Seller to execute appropriate documents prior to or at closing in ordor to effectuate Seller's 1031 Exchange. IN WITNESS WHEREOF, the parties hereto set forth their hands and seals on the date flint above written, SE[ LER: BUYER: 81q~,2 High Ridge Development, LLC City of Boynton Beach Print Name Title ~URT BRESSNER CB'~MANAGER BOYNTON BEACH, FL -2- Prepared by and return to: M~nucl A. Fernandez, Esquire Stroock & S~roock & Lavan 3160 First Union Financial Center 200 South Biscayne Boulevard Miami, Florida 33131-2385 ASSIGNMENT OF PALM BEACH COUNTY ROAD IMPACT FEE CREDITS THIS ASSIGNMENT OF PALM BEACH COUNTY ROAD IMPACT FEE CREDITS (the "Assignment") is made and entered into this ._._._., day ot'Dec~raber, 2002, by and betwecm BOYNTON INDUSTRIAL REALTY CORPORATION, a Delaware corporation, whose address is c/o J.1~, Morgan Itwestment Managem~-nt Iric,, 1221 Mc. Kirw~ey Street, Suite 3131, Houston, Texas 77010-2009 (herdv. after referred to as the "Assign. or"), and 81-81l HIGH RIDGE DEVELOPMENT, L.L.C., a Florida limited liability company, whose address is c/o Manatee Cove Realty, 232 South Ocean Boulevard, Manalapan, Florida 33462(hereinafter ret'erred to as the "Assignee"). WITNESSETH: WHIr~REAS, Assignor has obtained by assigz~ment ctnain road impact fee credits issued by Palm Beach County, a political subdivision of the State of Florida, pursuant t0 Section 10.1 .lC 1 of the Palm Beach County Unified Land Development Code ("Credits"); and WHEREAS, Assignor is now desirous of transferr/ng arid assigning a portion of the Credits to Assignee. NOW, THEREFORE, in consideratioh of the premises, Assignor hereby transfers and assigns to Assigr~ee that portion of,assignor's Credits equal to $295,844.50 for the specific use and benefit of that certain parcel of land more particularly described in EXHIBIT "A" attached hereto (the "Preperty"), provided that the Assignor's Credits azsigr~d hereby shal! in no event exceed such an amount as is now necessary for a development that generates approximately 4,890 daily external trips for thc use and benefit of the Property. THIS ASSIG~NT is made without any r~pr~entation Or warranty by Assignor. THIS ASSIGNMENT is for the ~dusive benefit of the Proporty and such ass, igned Credits shall not be used for an)' other land. THE CITY OF BOYNTON BEACH sad PALM BEACH COUNTY are hereby authorized to transfer on their official records the portion of the Credits hereby assigned to Assi~ee and to deduct such amount from the remaining Credits available to Assignor[ [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] $$L-MIAI 30101145vl