R06-055
II
1
2 RESOLUTION NO. R06- 06"5"
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
5 FLORIDA, AUTHORIZING THE ACQUISITION OF
6 PROPERTY FOR THE HEART OF BOYNTON
7 PROJECT FROM MARY REED AND AUTHORIZES
8 THE MAYOR TO EXECUTE ALL NECESSARY
9 DOCUMENTS AND PROVIDING AN EFFECTIVE
10 DATE.
11
12 WHEREAS, the City Commission, upon recommendation of staff, has deemed it to
13 be in the best interests of the citizens and residents of the City to accept the contract to acquire
14 property located at 147 N.W. 10th Avenue, Boynton Beach, owned by Mary Reed, for the
15 amount of $200,000.00, as part of the development of the Heart of Boynton.
16 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
17 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
18
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
19 being true and correct and are hereby made a specific part of this Resolution upon adoption
20 hereof.
21
Section. 2.
The City Commission of the City of Boynton Beach, Florida does
22 hereby authorize the acquisition of property from Mary Reed in the amount of $200,000.00,
23 for the development of the Heart of Boynton Project and authorizes the Mayor to execute all
24 necessary documents.
25
Section 2.
This Resolution shall become effective immediately upon passage.
S"\'CA\RESO\Real Estate\Purchase from Reed - HOB Project.doc
"
1 PASSED AND ADOPTED this QB day of February, 2006.
2
3
4 CITY OF BOYNTON BEACH, FLORIDA
5
6
7
8
9
10
11
12
13
14
15
16
17 ~.
18j ~
19!
~~!~m.
~~y Clerk
241 i (C . ':Ii' ,,~~al)
;':.j'~..,
25 ". -
26
27
28
29
SICAIRESOIReaJ EstatelPurchase from Reed - HOB Project.doc
Ro~-oo 5
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT ("Agreement") is made and entered into as of this _ day of February,
2006 by and between the City of Boynton Beach, a Florida municipal corpomtion (hereinafter referred
to as "PURCHASER") and Mary Reed, a single woman (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 Property. That certain real property located at 147 NW 1 Oth Avenue, Boynton
Beach, Florida 33435 together with a building thereon and attached personal property (collectively the
"Property) which Property is more particularly described with the legal description in Exhibit "A,"
attached hereto and made a part hereof.
1.2 Closing. The delivery of a General Warranty Deed to PURCHASER
concurrently with the delivery of the purchase price and other cash consideration to SELLER.
1.3 Closing Date. The Closing Date shall occur within forty-five (45) days from
the Effective Date.
1.4 Deed. A General Warranty Deed, in its statutory form, which shall convey
the Property from SELLER to PURCHASER.
1.5 Earnest Money. The sum of One Hundred and 00/100 ($100.00) Dollars has
been delivered from PURCHASER to Escrow Agent pursuant to Section 2.1 set forth herein.
1.6 Effective Date. The Effective Date of this Agreement shall be the date upon its
execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow Agent.
1.7 SELLER'S Address. Seller's mailing address is 147 NW 10th Avenue,
Boynton Beach, Florida 33435.
1.8 PURCHASER'S Address. Purchaser's mailing address is 100 E Boynton
Beach Boulevard, Boynton Beach, Florida 33425, with copy to Goren, Cherof, Doody & Ezrol, P.^-,
Attn: Donald J. Doody, Esq., at 3099 East Commercial Boulevard, Suite 200, Florida 33308.
1.9 Other Definitions. The terms defined in any part of this Agreement shall have
Page I
the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular
shall be deemed to refer to the plural and the plural to the singular, and pronouns of each gender shall
be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms
"herein", "hereof' and the like refer to this Agreement in its entirety and not to any specific section or
subsection.
2. PURCHASE PRICE.
Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property previously
identified on Exhibit "A" for the total Purchase Price of Two Hundred Thousand ($200,000.00)
Dollars and upon and subject to the terms and conditions hereinafter set forth.
2.1 Earnest Money. Concurrently with the execution of this Agreement,
PURCHASER shall deposit and cause to be placed in an interest bearing escrow account maintained by
Goren, Cherof, Doody & Ezrol, P.A. ("Escrow Agent") in the amount of One Hundred ($100.00)
Dollars ("Earnest Money").
Purchaser's obligation to close the transaction in accordance with provisions of this
Agreement is contingent upon the SELLER'S ability to deliver good and marketable title for the
Property in accordance herewith. Should the SELLER default hereunder, the PURCHASER shall be
entitled to an immediate refund of the entire smn of the Earnest Money held by the Escrow Agent. At
Closing, a copy of the closing statement signed by both parties hereto shall be conclusive evidence of
the SELLER'S right to receive the Earnest Money deposit.
2.2 Balance of Purchase Price. PURCHASER shall pay the balance of the
Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by wire transfer of
readily negotiable funds to an account identified in writing by SELLER
3. INSPECTIONS.
PURCHASER shall have a thirty (30) days commencing on the Effective Date to perform
inspections of the property as the PURCHASER deems necessary ("Inspection Period"). During the
Inspection Period, PURCHASER shall, at its sole cost and expense, detennine 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
Page 2
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. In the event that any inspections and
any review of documents conducted by the PURCHASER relative to the Property during this
Inspection period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be
entitled to terminate this Agreement prior to the end of the thirty (30) day Inspection Period and
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 during inspections that are done pursuant hereto. PURCHASER will
provide written notice by mail or facsimile to SELLER and/or SELLER'S counsel and receive an
immediate refimd of all Earnest Money deposits plus interest paid hereto in the event the
PURCHASER determines that the Property is unsuitable during the Inspection Period 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 her knowledge, in all material respects and except as
otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing
unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event,
PURCHASER shall be provided immediate notice as to the change to the following representations:
4.1 At all times from the Effective Date until prior to Closing, SELLER shall
keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER
prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and
against all expense and liability in connection therewith (including, without limitation, court costs and
reasonable attorney's fees).
4.2 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any
organization, person, individual or governmental agency which would affect (as to any threatened
litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of
the Property or any part thereof or which would otherwise relate to the Land.
4.3 SELLER has full power and authority to enter into this Agreement and to
Page 3
assume and perform her obligations hereunder in this Agreement. SELLER does not and will not
conflict with or result in the breach of any condition or provision, or constitute a default under, or result
in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of
the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture,
instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the
SELLER or which affects the SELLER; no action by any federal, state or municipal or other
governmental department, commission, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon the SELLER in accordance with its terms.
4.4 SELLER represents that she will not, between the date of this Agreement and
the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably
withheld or delayed, except in the ordinary course of business, create by her consent any encumbrances
on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims,
options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants,
conditions or restrictions. Additionally, SELLER represents that she will not, between the date of this
Agreement, and the Closing take any action to terminate or materially, amend or alter any existing
leases presently in existence, without the prior consent of PURCHASER, which consent shall not be
unreasonably withheld or delayed.
4.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee.
4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate
offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to
maintain the Property in its present condition so as to ensure that it shall remain substantially in the
same condition from the conclusion of the thirty (30) day Inspection Period to the Closing Date.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by
delivery of a General Warranty Deed, title to the subject Property. PURCHASER shall, within fifteen
(15) days of the commencement of the Inspection Period, secure a title insurance commitment issued
by a title insurance underwriter approved and selected by PURCHASER for the Property insuring
PURCHASER'S title to the Property subject only to those exceptions set forth in the commitment. The
costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be
Page 4
borne by the PURCHASER.
PURCHASER shall have fifteen (15) days from the date of receiving said
commitment to examine the title commitment. If PURCHASER objects to any exception to title as
shown in the title commitment, PURCHASER within ten (10) days of expiration of the Inspection
Period shall notify SELLER in writing specifying the specific exceptiones) to which it objects. Any
objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure,
shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment
within ten (10) days after PURCHASER has provided notice to SELLER. Within five (5) days after
the expiration of SELLER'S time to cure any objection, SELLER shall send to PURCHASER a notice
in writing (a "cure notice") stating either (1) that the objection has been cured and in such case
enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure
such objection. If SELLER shall be unable or unwilling to cure all objections within the time period
set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by written
notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured
objection, in which event all instruments and monies held by the Escrow Agent shall be immediately
returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the
transaction contemplated herein despite the uncured objection.
5.2. Survey and Legal Description. Within ten (10) days of the commencement of
the Inspection Period, PURCHASER at its 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 land,
and the location of any easements thereon and certifying the number of acres (to the nearest one
thousandth acre) of land contained in the Property, all buildings, improvements and encroachments;
and (ii) a correct legal description of the Property which, upon approval thereof by PURCHASER and
SELLER (not to be unreasonably withheld), shall be the legal description used in the deed of
conveyance. The survey and legal description shall be prepared and certified by a surveyor licensed
and registered in the State of Florida and shall comply with the requirements of the survey map
established in connection with the issuance of an owner's title insurance policy on the Land. The
survey shall be certified to PURCHASER and the title insurance company issuing the title insurance.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the
following are true and correct:
Page 5
(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
pertinent governmental authorities in compliance with Chapter 166 of the Florida
Statutes, the City of Boynton Beach Charter and Code of Ordinances, 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) 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 doclll11ents 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.
(d) 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.
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.
Each of the following events or occurrences ("Conditions Precedents") shall be a condition
precedent to PURCHASER'S obligation to close this transaction:
(a) That the PURCHASER has not timely notified SELLER that is not satisfied
with the Inspection Period investigation conducted on the Property during the
Inspection Period.
(b) SELLER has performed all covenant, agreements and obligations, and
complied with all conditions required by this Agreement to covey clear and
Page 6
marketable title of the Property to PURCHASER, prior to closing.
(c) Approval of this Agreement by the City Commissioner of the City of
Boynton Beach on or before , 2006.
8. RISK OF LOSS.
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 Property is destroyed, rendered unleaseable or dysfunctional by fIre or other casualty then the
following shall apply:
(a)
(c)
(b)
If the damage, as determined by the insurance adjuster, is not more than
$100,000.00: (i) PURCHASER shall complete settlement and all insurance
proceeds relating to the improvements damaged by such casualty loss shall be
paid to the PURCHASER, and (ii) SELLER shall assign to PURCHASER on
the date of Closing the full amount of any proceeds payable under SELLER'S
fIre and extended coverage insurance policy applicable to said damage;
If the damage, as determined by the insurance adjuster, is more than One-
Hundred Thousand ($100,000.00) DOLLARS, PURCHASER shall have the
option to (i) complete the settlement hereunder and collect all available
insurance proceeds relating to the improvements damaged by such casualty
loss, in which case SELLER shall pay to PURCHASER on the date of
Closing the full amount of any deductible under SELLER'S fire and extended
coverage insurance policy, or (ii) terminate this Agreement and receive a
refund of entire deposit and interest. SELLER warrants that it shall maintain
until the date of the Closing adequate "All Risk" property insurance; and:
In the event the Property, or any portion thereof, is condemned by any
governmental authority under its power of eminent domain or becomes the
subject of a notice of condemnation, prior to Closing, PURCHASER may
elect to terminate this Agreement, 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,
Page 7
whether pending or already paid applicable to the loss of the real property and
the improvements located thereon, and there shall be no adjustment to the
Purchase Price.
9. CLOSING DOCUMENTS.
At closing, SELLER shall deliver to PURCHASER a General Warranty Deed, Bill of Sale, if
applicable, No Lien/Gap Affidavit, Non-Foreign Certification in accordance with Section 1445 of the
Internal Revenue Code, 1099 Form and any other documents as listed as title requirements in Schedule
B-1 of the Title Connnitment to assure the conveyance of good and marketable fee simple title of the
Property to the PURCHASER.
At closing, PURCHASER shall deliver to SELLER a certified copy of the resolutions, minutes
or agenda actions of the pertinent meeting of the City Connnissioner showing that PURCHASER has
been authorized to enter into and execute this Agreement and consummate the transaction herein
contemplated.
10. CLOSING COSTS. TAXES AND PRORATIONS.
10.1 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.
10.2 Seller's Closing Costs. SELLER shall pay for the following items prior to or at
the time of closing:
a) Cost of providing marketable title as provided herein, and
b) Documentary Stamps on the deed as provided under Chapter 201, Florida
Statutes.
10.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items
prior to or at the time of Closing:
a) Costs associated to appraisals, survey, environmental reports (phase I and
phase II);
b) Recording fees of the Warranty Deed, Mortgage, if any, and any other
Page 8
instrument as required to be recorded in the Public Records;
c) Owner's title insurance policy (normally a Seller's charge in Palm Beach
County).
11. CLOSING DATE AND PLACE.
The Closing will take place at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at
3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308.
12. DEFAULT.
In the event of a default by SELLER, PURCHASER shall have the election of the following
remedies, which shall include the return of the earnest money, and accrued interest as liquidated
damages or equitable relief to enforce the tenns and conditions of this Agreement either through a
decree for specific performance or injunctive relief
If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the
tenns and provisions of this Agreement, all monies on deposit and interest earned on the deposit shall
be immediately forfeited to SELLER as agreed upon liquidated damages and PURCHASER shall have
no other responsibility or liability of any kind to SELLER by virtue of such default. SELLER'S sole
and entire remedy shall be restricted to retention of the deposit plus all accrued interest.
13. BROKER:
The parties each represent to the other that they have not dealt with any real estate broker,
real estate salesman or finder in conjunction with this transaction who is entitled to a fee or
brokerage commission in accordance with Florida law.
14. ENFORCEABILITY.
If any provision in this Agreement shall be held to be excessively broad, it shall be construed,
by limiting and reducing it, to be enforceable to the extent compatible with applicable law. If any
provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or
unenforceable, such illegality or unenforceability shall not affect any other provision of this Agreement.
15. NOTICE.
All written notices shall be deemed effective if sent to the following places:
Page 9
PURCHASER:
With Copy to:
SELLER:
With a Copy to:
ESCROW AGENT:
City of Boynton Beach
100 E Boynton Beach Boulevard
Boynton Beach, Florida 33425
Attn: Octavia Sherrod
Community Improvement Manager
Donald J. Doody, Esq.
GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida 33308
Tel: (954) 771-4500
Fax: (954) 771-4923
Mary Reed
147 NW 10th Avenue
Boynton Beach, Florida 33435
GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida 33308
16. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue shall be in the
Federal or State Courts in Palm Beach County, Florida.
18. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are merged in
this Agreement. This Agreement completely expresses their full agreement.
19. 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.
20. SUCCESSORS.
Page 10
1bis Agreement shall apply to and bind the executors, administrators, successors and assigns
of SELLER and PURCHASER.
21. COUNTERPARTS:
1bis Agreement may be executed in two or more counterparts, each of which shall be taken to
be an original and all collectively deemed one instrument. The parties hereto agree that a facsimile
copy hereof and any signatures hereon shall be considered for all purposes as originals.
22. LITIGATION COSTS:
In connection with any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party all costs and expenses incurred, including its
reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
IN WI1NESS WHEREOF, the parties have executed this Agreement as of the dates indicated
above:
Witnesses:
PURCHASER:
~mJ
(~A-tt~
City Ofzn Beach
~
By:
Title:
KuRT BRESSNEft
CITy MANAGER
Signed on: BOYNTON BEACH. Fl
.M:ro JfORMz
...~.. ~
SELLER:
~
~'l ~O~
OJ1llljVJ).- r:z ~
-,.. Mary Re~ ~ /
Signed on: Z.. / /..f.. 0 (p
Page 11
ESCROW AGENT
Accepted and Agreed to:
GOREN, C ROF, DOODY &
By:
H:\2006\060062\06-02-01 Agreement for Purchase and Sale.doc
Page 12
Signedon: 0fQ~8,;Jm6
EXHBIT "A"
LEGAL DESCRIPTION
(TO BE PROVIDED)
Page 13
Exhibit "A'
Lot 24, Block1, FRANK WEBBER ADDITION, 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 9,
Page 3.
- .....
..- t\ C \-\
\
\ :.
i ,;:~OREN, CHEROF, DOODY & EZROL, P.A.
\:) ,\....
ATTORNEYS AT LAW
SUITE 200
3099 EAST COMMERCIAL BOULEVARD
FORT LAUDERDALE, FLORIDA 33308
PHONE: (954) 771-4500
FAX: (954) 771-4923
SAMUEL S. GOREN
JAMES A. CHEROF
DONALD J. DOODY
KERRY L EZROL
MICHAEL D. CIRULLO, JR
DELRAY BEACH OFFICE:
76 N.E. FIFTH AVENUE
DELRA Y BEACH, FL 33483
PHONE: (561) 276-9400
FAX: (561) 819-6559
JULIE F. KLAHR
DAVID N. TOLCES
RICHARD J. DEWITT III
JAMILA ALEXANDER
JACOB G. HOROWITZ
STEVEN L. JOSIAS, OF COUNSEL
March 08, 2006
VIA REGULAR MAIL
Ms. Janet Prainito, City Clerk
City of Boynton Beach
100 E Boynton Beach Boulevard
Boynton Beach, Florida 33425
Re: BB Purchase from Mary Reed /147 NW 1 dh Avenue, Boynton Beach, FL
Dear Ms. Prainito:
In connection with the above referenced transaction, enclosed please find the
oril!inal fully executed Agreement for Purchase and Sale of Real Property for your
records, as requested.
Should you have any questions, please do not hesitate to contact our office.
Sincerely,
GOREN, CHEROF, DOODY & EZROL, P.A.
-z!~~~a fly
Real Estate Paralegal .
CC: James Cherof, City Attorney
H:\2006\060062\06-03-08 Letter to clnt re original K.doc