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R98-155RESOLUTION NO. R98-/,.C'.d" A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN THE CITY OF BOYNTON BEACH AND LUCILLE AND OTLEY'S RESTAURANT, INC.; 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 an Agreement for Purchase and Sale of Real Property between the City of Boynton Beach and Lucille & Otley's Restaurant, Inc.,; and 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 Mayor and City Clerk to execute an Agreement .for Purchase and Sale of Real Property between the City of Boynton Beach and Lucille & Otley's Restaurant, Inc., for the real property more particularly described in said Agreement as Exhibit "A", which Agreement is attached hereto. Section2. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this ,/.~" day of September, 1998. CITY OF BOYNTON BEACH, FLORIDA Mayor Vice Mayor -/ / Mayor Pro Tem /F-~mmission. er Commissioner Cit~Clerk AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT is made and entered into by and between the CITY OF BOYNTON BEACH, a Municipal corporation, (hereinafter referred to as "PURCHASER"), and, LUCILLE &' OTLEY'S RESTAURANT, INC., (hereinafter referred to as "SELLER"), WITNESSETH In consideration of the mutual agreements and upon and subject to the terms and conditions herein contained, the parties hereto agree as follows: 1. DEFINITIONS. The following terms when used in this Agreement for Purchase and Sale shall have the following meanings: 1.1 Land. That certain parcel of Land located in Boynton Beach, Palm Beach County, Florida, known as Lucille & Otley's located at 1021 South Federal Highway, Boynton Beach, Florida , and more specifically described in Exhibit "A" attached hereto. 1.2 Closing. The delivery of a Statutory General Warranty Deed to PURCHASER concurrently with the delivery of the purchase price and other cash consideration to SELLER. 1.3 Closing Date. The date upon which the closing occurs. 1.4 Deed. A Statutory General Warranty Deed, which shall convey the Land from SELLER to PURCHASER relative to the Land consisting of 1.3 A +/- acres and a restaurant. Revised Final 8/20/98 I 1.5 Earnest Money,.. The sum of TWENTY-FIVE THOUSAND AND NO/100 ($25,000.00) DOLLARS has been delivered from PURCHASER to Escrow Agent-pursuant to Section 2.1 set forth herein. 1.6 SELLER'S % Gene Moore, Lawyer, 639 ]30ceaz~Address. Avenue, Boynton Beach, FL 33435 1.7 PURCHASER'S Address. CITY OF BOYNTON BEACH, 100 East Boynton Beach Boulevard, 'Boynton Beach, Florida 33425, with copy to .lames A. Cherof, Esquire, _IOSIAS, GOREN, CHEROF, DOODY AND EZROL, P.A., 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. 1.9 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 AND SALE. 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 purchasP,~l~riC~of F~F~E HUNDRED THOUSAND AND N O/100 ($500,000.00) DOLLARS N~ to Seller- Revised Final 8/20/98 2 ($500,000.00) and upon and subject to the terms and conditions hereinafter set forth. 2.1 Earnest Money. Concurrently with the execution of this Agreement by PURCHASER and SELLER, PURCHASER shall deposit and cause to be placed in an escrow account maintained by ]OSIAS, GOREN, CHEROF, DOODY AND EZROL, P.A. monies in the amount of TWENTY-FIVE THOUSAND AND NO/100 ($25,000.00) DOLLARS. The Escrow Agent is located at: ]OSIAS, GOREN, CHEROF, DOODY AND EZROL, P.A., 3099 East Commercial Blvd., Suite 200, Fort Lauderdale, Florida, 33308. This contract is contingent upon the SELLER'S ability to deliver good and marketable title for the Land in accordance herewith. Should the SELLER not be able to perform hereunder or fail to deliver good and marketable title for the Land, the PURCHASER shall be entitled to an immediate refund of the sum of TWENTY- FIVE THOUSAND AND NO/100 ($25,000.00) DOLLARS, held by the Escrow Agent. At closing, a copy of the closing statement signed by both parties hereto shall be conclusiv~ evidence of the SELLER'S right to receive the deposit. tl[~ 2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the Purchase Price Met: to SELLER at closing. (Less Real Estate Tax Prorations) 2.3 The Purchase includes: (a) All buildings and improvements located on the Land; (b) All right-of-ways, alleys, waters, privileges, easements and appurtenances which are on or benefit all the Land; Revised Final 8/20/98 3 (c) All right, title and interest, if any, of SELLER in any Land lying in the bed of any public or private street or highway, opened or proposed, in front any of the adjoining Property to the center line thereof. The sale also includes any right of SELLER to any unpaid award to. which SELLER may be entitled: (1) due to taking by condemnation of any right, title or interest of SELLER and (2) for any damage to the Land due to change of grade of any street or highway. SELLER will deliver to PURCHASER at clOsing, or therealter on demand, proper instruments for the conveyance of title and the assignment and collection of~sfd and damages; Delete Pe~ 'City (d) Manager. fr-~~~~~~~=~~...c-vj~Ji~_-.~__P___e~..~aL (e) All licenses, permits, service contracts and leases, if applicable, with respect to the property. 3. INSPECTIONS. PURCHASER shall have a sixty (60) calendar day period of time commencing as of the date of full execution of this Agreement to determine that the improved Land is satisfactory (Inspection Period). Additionally, that the Land has adequate services available and that all Federal, State, County Revised Final 8/20/98 4 and local laws, rules and regulations have been and are currently being complied with relative to the Land. During the Tnspection Period, PURCHASER shall 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. Furthermore, PURCHASER shall determine that the existing zoning classification on all the Land will permit PURCHASER to utilize it as a Senior Citizens Center. At all times during the 1Investigation Pedod, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Land for purposes of on-site inspection. In addition, SELLER shall provide to PURCHASER no later than twenty (20) days following the effective date of this Agreement, copies of all documents which SELLER may have in its possession pertaining to the Land including, but not limited to, all available building plans, architectural plans, engineer's structural inspections, building permits, impact fee assessments, notices of special assessments, notice of sewer fees and water fees, restrictive covenants, variances, special exceptions engineering plans, developer agreements, foreclosure documentation, financial records pertaining to the LAND and any other such documents SELLER has in its possession or which SELLER has knowledge. Specifically, SELLER shall provide PURCHASER with all of the information set forth in attached Exhibit "C" within five (5) days of the beginning of the Inspection Period. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. Revised Final 8/20/98 5 In the event that any inspections and any review of documents conducted by the PURCHASER relative to the Land, during this period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement by providing wdtten notice by mail or facsimile to SELLER and/or SELLER'S counsel and receive an immediate refund of all deposits plus interest paid hereto or proceed to closing as set forth herein. 4. SELLER'S REPRESENTATIONS. To indUce PURCHASER 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. ]:n that event, Purchaser shall be provided immediate notice as to the change to the following representations: 4.1 At all times pdor to closing, SELLER shall keep the Land (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 pdor to the closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection herewith (including, without limitation, court costs and reasonable attorney's fees). 4.2 All laws, ordinances, rules, regulations and orders (including, without limitation, those relating to zoning, building, fire, health and safety and environmental control and protection) of any government or agency, body or subdivision thereof, and all standards and regulations of appropriate supervising Revised Final 8/20/98 6 boards of fire underwriters and similar agencies, beadng on construction,, operation or use of the Land or any part thereof in effect on the date hereof, have to SELLER'S knowledge, been complied with by SELLER; that SELLER has received no notice or has no actual knowledge that any such government, agency, body or subdivision thereof, or any employee or official thereof considers the construction or completion of the Land or the operation or the use of the same to have violated any such law, ordinance, rule, regulation, order or standard, or that any investigation has been commenced or contemplated respecting any such possible /j.~- y SELLER has no actual knowledge of pending or contemplated conaemnation proceedings affecting the Land or any part thereof. Not 4.4 Applicable ~a~~~ns~ee~d~e~~~a~h~~ 4.5 SELLER has no a~ual knowledge nor has SELLER received any notice of any litigation, claim, a~ion or proceeding, a~ual or threatened, again~ SELLER or the Land by any organization, person, agency which would affect (as to any threatened individual or governmental 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. 4.6 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 Revised Final 8/20/98 7 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 dsk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(les)':). 4.7 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligaUons hereunder; the execution and delivery of this Agreement and the performance by the SELLER of its obligations hereunder have been duly authorized by such partnership action, if the SELLER is a partnership, or bysuch corporate action, if the SELLER is a corporation (including, without limitation, approval of the board of directors and shareholders thereof) as may be required, and no further action or approval is required in order to constitute this Agreement as a binding and enforceable obligation of the SELLER; 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 the partnership agreement of the SELLER, if SELLER is a partnership, or the certificate of incorporation and by-laws of SELLER, if SELLER is a corporation, do not and will not conflict, with or result in the breach of any condition or Revised Final 8/20/98 8 provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Land 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. 4.8 The SELLER represents to the PURCHASER 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 as a Senior Citizens Center. 4.9 SELLER warrants that it will not, between the date of this Agreement and the closing, without PURCHASER'S prior written consent, create by its consent any encumbrances on the Land. 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, the SELLER warrants that it will not, between the date of this agreement, and the closing take any action to terminate, amend or anyway alter any existing leases presently in existence except in the ordinary .course. of business. Revised Final 8/20/98 9 4.10 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. 4.11 SELLER _specifically reserves the right to show property to other prospective purchasers during the :Inspection Period, however, PURCHASER shall have absolute right to purchase property in accordance with this Agreement, should it elect to proceed at closing of ]:nspection Period. 4.12 SELLER represents that all existing signage is located on the Land and that all necessary approval, permits, variances and special exceptions have been obtained. Further, SELLER represents that the signage in existence as of the day of closing shall be in compliance with all applicable municipal and building codes. 5. EVIDENCE OF -ITI'LE. 5.1 Title to the Land. SELLER shall convey to PURCHASER at closing, by delivery of a Statutory General Warranty Deed, regarding the subject I/ Land subject to all easements and restrictions of record. I~RC~l~Csl~R=sl~alf?d~.h~/~/~/~--- tb~~=~-~m-. -~_ =tJ~--~, ,,_~:-e=~~e~=~s,~_~J~___a=~]~== c'em~d=a~e~:t~t~-~o~~J~e=be..~ne._~..~._~J,,4P,~,~iA~=SEE PAGE 17 #12 PURCHASER shall have ten (10) days from the date of receiving said commitment to examine said commitment. If PURCHASER objects to any Revised Final 8/20/98 10 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 exception(s) to which it objects. Any objection(s) o1~ 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 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 wdtten notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent shall be immediately returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured objection. 5.2. Survey and Legal Description. During the Inspection Pedod, 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 Revised Final 8/20/98 11 easements thereon and certifying the number of acres (to the nearest one thousandth acre) of Land contained in the Land, all buildings, 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. Tn 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 as a Senior Citizens Center 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 Senior Citizens Center. ]:n the Revised Final 8/20/98 12 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 RISK OF LOSS. 6.1 Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the deed described in Paragraph 5.1 hereof is delivered by SELLER to PURCHASER. In the event any portion of the Land is destroyed, rendered unleaseable or dysfunctional by fire or other casualty then the following shall apply: (a) If the damage, as determined by the insurance adjuster, is not more than $50,000.00: (i) PURCHASER shall complete settlement and all insurance proceeds shall be paid to the PURCHASER, and (ii) SELLER shall pay to 'PURCHASER on the date of closing the full amount of any deductible under SELLER'S fire and extended coverage insurance policy; (b) If the damage, as determined by the insurance adjuster, is more than $50,000.00, PURCHASER shall have the option to (i) complete the settlement hereunder and collect all available insurance proceeds, in which case SELLER shall pay to PURCHASER on the date of closing the full amount of any deductible under SELLER'S fire and extended coverage insurance policy, or Revised Final 8/20/98 13 (ii) terminate this Agreement and receive a refund of entire deposit and interest. SELLER warrants that it shall maintain until the date of the closing adequate "All Risk" property insurance; and (c) In the event the 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 dep°sit 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. TRANSFER OF TITLE SUBJECT TO. The Land shall be conveyed subject only to those exceptions as set forth in paragraphs 2.3, 5.:~ 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 and provided that the buildings and other improvements, including but not limited to the Facility, are not on the easements. (b) Unpaid assessments payable alter the date of the transfer of title. 8. ADJUSTMENTS AT CLOSING. The following are to be apportioned pro-rata to the date of closing: Revised Final 8/20/98 14 All rental payments, electric, non-delinquent taxes and assessments (Land and personal property) computed on a fiscal year basis, and water and sewer charges. SELLER shall submit evidence of payment of water, electdc and sewer charges for the last month preceding the month of the closing and PURCHASER and SELLER agree that all said charges shall be pro-rated in accordance with the last billing submitted. ]:n the event that the actual cost for the month of closing as determined subsequent to closing are higher or lower than the pro-rated figure, then PURCHASER and SELLER agree to adjust the pro:rations accordingly. ]:n 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. This shall survive the Closing. 9. and time CLOSTNG DATE AND PLACE. The closing will take place at an office mutually agreed upon on or before twenty days (_20 ) days subsequent to the end of the ]:nspection Period. :[0. DEFAULT. ]:f 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. ]:n the event of such default by PURCHASER, SELLER'S sole and entire Revised Final 8/20/98 15 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. Tn 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. In the event of a default by SELLER, PURCHASER shall have several remedies which shall include the return of the earnest money and accrued interest as liquidated damages and/or equitable relief such as specific performance. I:L. BROKER. The parties hereto represent and warrant to each other that there has been no Broker, sales Representative or Agent, involved in this transaction who w~ltja~ntitled to a commission or other compensation other th'an ~Q/~k~ to which SELLER agrees and acknowledges that it shall pay a real ~'~t~mission~uant to an agreement between the SELLER and ~ ~ which agreement is separate and apart from this Agreement for Purchase and Sale of Land. SELLER agrees to and does hereby indemnify and hold PURCHASER harmless of and from any and all claims, damages, actions or suits (including. all court costs and attorney's fees) arising out of or relating to any agreement by SELLER to pay a commission or other compensation to any broker, sales representative or agent in connection with this transaction. Conversely, Revised Final 8/20/98 16 PURCHASER agrees to and does hereby indemnify and hold SELLER harmless of and from any and all claims, damages, actions or suits (including all court costs and attorney's fees) arising out of or relating to any agreement by PURCHASER to pay a commission or other compensation to any broker, sales representative or agent in connection with this transaction. t2. C05T~. PURCHASER shall be responsible for the costs and expenses related to costs related to the survey and all expenses incurred retalJng to the recording of the Statutory General Warranty Deed. SELLER shall be responsible for any state t~x, all documentary stamps due as a result of the sale of the pr~, and ti'de insurance. /'o be issued by Gene NJoo]~e, .A_gent .A_/~[~F, Tne.J/[//[~ ._J~v 13 ~. Upon the execution of this Agreement, SEL~R shall provide PURCHASER as an exhibit to this Agreement, with a copy of any and all licenses, permits affecting the Property and In SELLER'S existing contracts, possession. 14. SF~ I.L=R'S WARRANT[ES. SB ! k'R hereby acknowledges and warrants m the best of its knowledge that all of the following are mJe and correct and all of which shall survive the dosing. (a) SEI~FR has received no written notice on or pdor to the dat~ hereof from any cjovemment, or any agency, body or subdivision thereof, that the buildings and tangible personal properly (as such term is hereafter defined, including without limitation the roofs, the heating, the ventilating, air conditioning, and electrlc~l systems, the Revised Rnal 8/20/98 :1.7 foundations and the fixtures and equipment used in the general operation of the property) are not in good working order or otherwise in need of repair or replacement. (b) 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. (c) The insurance policies presently in effect with respect to the property are ~=s~t~=f.~=Ex~i_~.. ="~' annexed hereto and made a part hereof and such insurance or appropriate replacements thereof, shall be kept in effect by SELLER through the closing hereunder. SELLER has received no notice of outstanding requirements or recommendations ~t~~ to the proj;)erty by (:~) ~.~r~c-~a~,~.-~~l~=pot~~~Hbi~= or (2) by any board of fire underwriters or other body exercising similar functions requiring or recommending any repairs or work to be done on the property. SELLER shall indemnify, hold harmless and defend PURCHASER, officers, directors, employees and agents against all claims, demands, losses, liabilities, costs and expenses, including attorney's fees, imposed upon or accruing against PURCHASER as a result of the represent~.tions contained in this paragraph. 15. PURCHASER'S WARRANTIES. PURCHASER hereby acknowledges and warrants to the best of its knowledge that all of the following are true and correct and all shall survive the closing: Revised Final 8/20/98 18 (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. (c) No action by any federal, state, 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. All of the representations, warranties and covenants or PURCHASER contained in this Agreement or in any other document, delivered to SELLER in connection with the transaction contemplated herein (i) 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; and SELLER'S right to enforce such representations, warranties, and covenants shall not be merged into any documents delivered by PURCHASER to SELLER at closing. PURCHASER shall indemnify, hold harmless and defend SELLER, its partners, limited partners, officers, directors, employees and agents against all claims, demands, losses, liabilities, costs and expenses, including attorneys fees, imposed Revised Final 8/20/98 19 upon or accruing against SELLER as a result of the representations contained in this paragraph. 16. ENFORCEAB]:LtTY. ]:f any provision in this Agreen~ent shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law. :If any provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this agreement. :L7. NO MERGER. All warranties, representations, covenants, terms and conditions herein contained shall survive the delivery and recording of the deed for a period of nine months. :~8. CON'I']:NGENC]:ES. PURCHASER'S obligations under this Agreement is contingent upon the following: (a) That the PURCHASER is fully satisfied with its due diligence investigation conducted dudng the investigation period. (b) That the environmental audit conducted by PURCHASER is satisfactory and acceptable to PURCHASER. 19. NO LiABIL~. Unless this Agreement is properly executed by both parties within the specified time period, neither party shall be' obligated to perform the covenants herein contained. 20. NOT[CE. All written notices shall be deemed effective if sent to the following places: Revised Final 8/20/98 2O PURCHASER: CITY OF BOYNTON BEACH 100 East Boynton Beach Boulevard Boynton Beach, Florida 33425 Attention: With a Copy to: JAMES A. CHEROF, ESQU]:RE Josias, Goren, Cherof, Doody and Ezrol, P.A. 3099 East Commercial Boulevard Suite 200 Fort Lauderdale, Florida 33308 SELLER: Steven O. Scott C/o Lucille & Otley's Restaurant 1021 South Federal Highway Boynton Beach, FL 33435 With a Copy to: Gene Moore, Lawyer 639 E. Ocean Avenue Boynton Beach, FL 33435 21. EFFECTIVE I~tl-E. Unless both SELLER and P ..... ~ ~--~,,~ this Agreement by 9/3/98 Xl¢/~I~). this Agreement shall be n ive. This Agreement shall be deemed effective as of the last date that the c~o~u,, ,,,it is executed by either PURCHASER or SELLER. 22. GOVERNTNG LAW. This Agreement shall be governed by the laws of the State of Florida. 23. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement. 24. NO ORAL CHANGE. This Agreement may not be changed or amended orally. Revised Final 8/20/98 21 25. SUCCESSORS, This Agreement shall apply to and bind the distributes, executors, administrators, successors and assigns of SELLER and PURCHASER. 26. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in suffident quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health unit. 27. COUNTERPARTS: 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 instrument. 28. The parties hereto agree that a facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below: (Print Name) (Print Name) ACCEPTANCE DATE OF THIS CONTRACT NO LATER THAN SEPTEMBER 3, 1998.' PURCHASSR: CITY OF BOYNTON BEACH, FLOPJDA a Florida Municipal corporation ~-- ReVised Final 8/20/98 22 (Print Name) DATE: AND: By: (Print Name) 'Be~'i~ Barbara A. SELLER: LUCILLE & OTLEY'S RESTAURANT, INC. St~en O1 S~o~t, l~es. DATE: August 26, 1998 (Print Name) ESCROW AGENT ~.~,~.~/~z~ ~ JOSIAS, GOREN~EROF, DOODY AND EZ.~L, P.~.' ] (Print Name) ~A~ (Print Name)- DA~: S:ca\dev~Ludlle & Otley\con for PAS2. Rev. 8/20/98 .Revised Final 8/20)'98 23 EXHIBIT "A" PARCEL 1: LOTS 14, 15, 16, 17, and 21, PARKER ESTATES, a .ivision in the City of Boynton Beach, 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 Sook 10 at Pge 37. PARCEL 2: LOTS 1 and 2, BLOCK ~, ~ATHAWAY PARK, a subdivision in the City of Boynton Beach, according to the Plat thereof, on file in the office of the Celrk of the Circuit Court in and for Palm Beach County, Florida, recorded in Pkat Book 12 at Page 17.