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R06-121 II 1 2 RESOLUTION NO. R06- lal 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 BENJAMIN W. CAIN & CHARLIE M. 8 CAIN AND AUTHORIZES THE MAYOR TO EXECUTE 9 ALL NECESSARY DOCUMENTS AND PROVIDING AN 10 EFFECTIVE 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 215 N.W. 10th Avenue, Boynton Beach, owned by Benjamin W. Cain & 15 Charlie M. Cain, for the amount of $190,000.00, as part of the development of the Heart of 16 Boynton. 17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 18 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 19 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 20 being true and correct and are hereby made a specific part of this Resolution upon adoption 21 hereof. 22 Section. 2. The City Commission of the City of Boynton Beach, Florida does 23 hereby authorize the acquisition of property from Benjamin W. Cain & Charlie M. Cain in the 24 amount of $190,000.00, for the development of the Heart of Boynton Project and authorizes 25 the Mayor to execute all necessary documents. 26 Section 3. This Resolution shall become effective immediately upon passage. S:ICAIRESOIReal EstatelPurchase from Cain - HOB Project doc II 1 PASSED AND ADOPTED this ~ day of July, 2006. 2 3 4 CITY OF BOYNTON BEACH, FLORIDA 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Attest: 26 27 28 29 30 31 32 S:\CA\RESO\Real Estate\Purchase from Cain - HOB Project.doc Ro,,- r~' AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT ("Agreement") is made and entered into on this _ day of June, 2006 by and between the City of Boynton Beach, a Florida municipal corporation (hereinafter referred to as "PURCHASER") and Benjamin W. Cain and Charlie M. Cain, husband and wife (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 215 NW 1 0 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 sixty (60) 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 Thousand and 00/100 ($1,000.00) 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 148 NW 16 Avenue, Boynton Beach, FL 33435. 1.8 PURCHASER'S Address. Purchaser's mailing address is 100 E Boynton Be~('l, Boulevard, Boynton Beach, Florida 33425, with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn. Donald J. Doody, Esq., at 3099 East Commercial Boulevard, Suite 200, Florida 33308. Page 1 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 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 One Hundred Ninety Thousand ($190,000.00) 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 Thousand Hundred ($1,000.00) 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 sum 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 Eamest 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 forty-five (45) days commencmg 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, determine that utility services including, water, waste water, electric, telephone and all other utilities are available in the proper size and capacity to serve the existing facilities and installed to the property lines. At all times Page 2 during the Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Property for purposes of on-site inspection, upon reasonable prior Notice to SELLER. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances. 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 forty-five (45) day Inspection Period. PURCHASER will provide written notice by mail or facsimile to SELLER and/or SELLER'S counsel and receive an immediate refund 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 their 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 assume and perform their obligations hereunder in this Agreement. SELLER does not and will not Page 3 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 'hi.:; Agreement a valid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that they 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 their 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. 4.5 SELLER represents that there are no parties other than SELLER m 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 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 Page 4 Period shall notify SELLER in writing specifYing the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure, shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment within ten (10) days after PURCHASER has 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 their knowledge that all of the following are true and correct: (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 Page 5 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 documents of PURCHASER and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the PURCHASER is a party. (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 marketable title of the Property to PURCHASER, prior to closing. (c) Approval of this Agreement by the City Commission of the City of Boynton Beach on or before , 2006. Page 6 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) If the damage, as determined by the insurance adjuster, is not more than $10,000.00: (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; (b) If the damage, as determined by the insurance adjuster, is more than Ten Thousand ($10,000.00) 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: (c) 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, 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 Page 7 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 Mfidavit, Non-Foreign Certification in accordance with Section 1445 of the Intemal Revenue Code, 1099 Form and any other documents as listed as title requirements in Schedule B-1 of the Title Commitment 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 Commission 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 instrument as required to be recorded in the Public Records; Page 8 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 on or within sixty (60) days from the Effective Date 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 eamest money, and accrued interest as liquidated damages or equitable relief to enforce the terms 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 terms 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. Page 9 15. NOTICE. All written notices shall be deemed effective if sent to the following places: 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 Benjamin W. Cain Charlie M. Cain 148 NE 16th Avenue Boynton Beach, FL 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. 17. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement. 18. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER. Page 10 19. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, successors and assigns of SELLER and PURCHASER. 20. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be taken to be an original and all collectively deemed one instrument. The parties hereto agree that a facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals. 21. LITIGATION COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred, including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. IN WTINESS WHEREOF, the parties have executed this Agreement as of the dates indicated above: Witnesses: PURCHASER: City of Boynton Beach ~~~ h1It1J1 &APfJt~_ By: Title: Signed on: O}-2fp-O(p CITY ATTORN Signed on: Page 11 @~ ~~A~~ ({~ 7/l, ~ Charlie M. Cain Signed on: /P /:<.q /O/P I I ESCROW AGENT Accepted and Agreed to: GOREN, CHEROF, DOODY & EZROL, P.A. By: Signed on : H:\2006\060336\06-02-01 Agreement for Purchase and Sale. doc Pag~ 12 EXHBIT "A" LEGAL DESCRIPTION Lu! I, Block 1 of POINCIANA HEIGHTS, according to the Plat thereof as recorded in Plat Book 26 Page 183 of the Public Records of Palm Beach County, Florida. H:\2006\060336\06-06-22 Agreement for Purchase and Sale.doc Page 13 f!rl\ ~ DEPARTMENT OF DEVELOPMENT Community Improvement Division Memorandum CID 06-049 TO: FROM: DATE: RE: Jim Cherof, City Attorney Octavia S. Sherrod, Community Improvement Manag June 29, 2006 HOB Propert~ Acquisition / Benjamin Walker & Charlie Merrill Cain 215 N.W. 10 Avenue, Boynton Beach, Florida 33435 ........ Please find attached the executed agreements for the City's purchase of the property referenced above. As requested, I have enclosed a copy of their driver's licenses and social security cards. This I office has prepared an agenda memorandum to place on the City Commission meeting of July 18, 2006. An environmental review was completed on an earlier date which includes this parcel, and no adverse conditions were revealed. An escrowed payment of $1,000.00 was submitted to your office earlier this month. OSS:dar Attachments S;~~\I\~~C::llIl.~ hi..t FiI. #. knnra.isal File #- 21006 ,II!: A'PIii Summary Appraisal Report - Residential pprai~, 'nslittim' Al Rt:ports Web: N n DEBBIE REAMSNYDER State: RE Taxes: r . Descri tion and anal sis of sales within 3 ears CORDS SHOW NO SALE OR TRANSFER OF TIffi SUBJECT PROPERTY IN OVER 10 YEARS. Desen tion and anal sis of a reements of sale contracts listin s and 0 tions: N/A. NOT A SALE Indication of Value Indication of Value Sales Com arison A roach Cost A roach $ $ NOT DEV. Opinion of Value as of: 03/24/2006 S an th' $ 175000 r r i m t'o a h tP r r .. NOTICE: The Appraisal Institute publishes the Summary Appraisal Report. Residential form for use by appraisers where the appraiser deems use of the form appropriate Depending on lhe assignment., the appraiser may need to provide additional data, analysis and work product Dot called for in the Summary Appraisal Report. Residential form. The Appraisal Institute plays no role in completing the form and disclaims any responsibilit), for the data, analysis or any other work product pro\'ide.~yy''''!~~....___.._._..._ indivIdual appraiser(s). 1~__~.Uf]tI~ll(ll(.~tI Al Reports:TM Form AI-IOO,OI Summary Appraisal Report - Residential C- Appraisal Institute 2005 11/08/05 CHAPIN APPRAISAL & REAL ESTATE PLAT MAP 2]006 Property Address 215 NW 10th A VF. City BOYNTON BEACH County Lender CITY OF BOYNTON BEACH PALM BEACH State ~Zip Code 33435 CHAPIN APPRAISAL & REAL ESTATE