R01-186RESOLUTION NO. R01-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A CONTRACT FOR
PURCHASE AND SALE OF REAL PROPERTY
BETWEEN THE CITY OF BOYNTON BEACH AND
FLORIDA EAST COAST RAILWAY, L.L.C. (F.E.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 F.E.C. Railway, L.L.C. for the purpose of city owned surface parking;
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 a Contract for
Purchase and Sale of Real Property between the City of Boynton Beach and F.E.C.
Railway, L.L.C., 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 15- day of May, 2001.
CITY OF BOYNT. Oh.I BEACH, FLORIDA
Commissioner
Commissioner
(Corporate Seal).~)
s:~Reso~ Purchse & ~ Agr
CONTRACT FOR SALE AND PURCHASE
This Contract shall be effective as of the J~" day of ~ ,2001
and is between FLORIDA EAST COAST RAILWAY L.L.C., a limited Ii(ability corporation, address
being P. O. Drawer 1048, St. Augustine, Florida 32085-1048, hereinafter called SELLER, and, CITY OF
BOYNTON BEACH, a municipal corporation of the State Florida, whose address is 100 East Boynton
Beach Boulevard, Boynton Beach, Florida 33425-0310, hereinafter called PURCHASER.
WlTNESSETH: For and in consideration of the mutual promises and covenants herein contained,
the parties heretO agree as follows:
1. LEGAL DESCRIPTION: The SELLER hereby agrees to sell to the PURCHASER, and the
PURCHASER hereby agrees to purchase from the SELLER, upon the terms and conditions hereinafter set
forth, that certain real property located in lots 8 & 9, Block 1, City ofBoynton, Boynton Beach, Florida,
and to be further defined by Boundary Survey to be provided, as set forth in Paragraph 7, and by reference
made a part hereof.
2. EXCEPTIONS TO TITLE: The SELLER'S title to the real property to be conveyed is subject to
the following:
(a) Taxes for years subsequent to the year prior to closing.
(b) Applicable zoning and other governmental regulations.
(c) Reservations, easements, dedications or limitations of record.
3. PURCHASE PRICE: The purchase price shall be $90,000.00 net to seller.
4. TIME FOR ACCEPTANCE: PURCHASER shall have twenty (20) days from the day SELLER
executed the contract to execute this contract or SELLER'S offer shall be null and void. The date of
contract, for purposes of performance, shall be the effective date. At the time of execution by
PURCHASER, PURCHASER shall deposit the sum of $5,000.00 as earnest money with the law finn of
Josias, Goren, Cherof, Doody & Ezrol, P.A., to be held in escrow until closing. Earnest money deposit
shall be credited to the amount due from PURCHASER at the time of closing, which amount must be paid
by either cash or local (1) Cashier's Cheek or (2) Certified Check.
5. EVIDENCE OF TITLE AND DEFECTS: PURCHASER agrees to promptly cause the title to
the Property to be examined at PURCHASER'S sole cost and expense. PURCHASER agrees to notify
SELLER in writing no later than sixty (60) days from the date of execution of this Contract of any defects
in title as of. the date of the title examination which the PURCHASER alleges will prevent the
PURCHASER from obtaining good, clear and marketable title to the Property ("Title Notification Date").
In the event PURCHASER shall fail to notify SELLER in writing of any such alleged defects by the title
notification deadline, PURCHASER shall be conclusively deemed satisfied with the title to the Property.
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In the event of any defects in title, PURCHASER may elect either (a) to terminate the Contract and
PURCHASER'S deposit shall be returned, or (b) accept such title as SELLER can convey; subject to any
defects without any reduction in the purchase price.
6. CONVEYANCE: The SELLER will execute and deliver to PURCHASER, at closing, a special
wan'anty deed, subject to the conditions stated in this contract.
7. SURVEY: PURCHASER may obtain a boundary survey of the real property at its own expense
within 30 days of the effective date of this contract. The survey must be made by a land surveyor registered
in the State of Florida. Square footage contained within the real property is to be certified as same will be
the basis of the total sales price.
8. PRORATION OF REAL ESTATE TAXES: Real Property taxes SHALL BE PRORATED
BASED ON THE CURRENT YEAR'S TAX WITH DUE ALLOWANCE MADE FOR MAXIMUM
ALLOWABLE DISCOUNT AND OTHER APPLICABLE EXEMPTIONS, IF ANY, ALLOWED FOR
SAID YEAR. If closing occurs on a date when the current year's millage is not fixed and the current
year's assessment is available, taxes will be prorated based upon such assessment and the prior year's
millage. If the current year's assessment is not available, then taxes will be prorated based on the prior
year's tax. Any tax proration based on an estimate shall, at the request of either party to the transaction, be
subsequently readjusted upon receipt of the actual tax bill.
9. EXPENSE OF CLOSING: State documentary stamps, which are required to be affixed to the
instrument of conveyance, shall be paid by the PURCHASER. All expenses are for PURCHASER'S
account as sale is net to SELLER.
10. CLOSING: This transaction shall be closed in Palm Beach County, or at the offices of the
SELLER or as mutually agreed upon by PURCHASER and SELLER, on or before 60 days after the
effective date of this contract subject to the following contingencies:
(a) The PURCHASER obtaining authorization fi.om the City Commission of BOYNTON
BEACH authorizing the City officials to consummate this transaction.
(b) The PURCHASER obtains two (2) appraisals fi.om 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 elects to terminate this Agreement.
11. DEFAULT BY PURCHASER: If PURCHASER fails to perform any of the covenants of this
contract, the down payment paid pursuant to this contract by PURCHASER, as aforesaid, shall be retained
by or for the account of the SELLER as consideration for the execution of this contract and as agreed
liquidated damages and in full settlement of any claims for damages.
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12. DEFAULT BY SELLER: If the SELLER fails to perform any of the covenants of this
contract, the down payment paid by the PURCHASER, at the option of the PURCHASER, shall be
returned to the PURCHASER on demand; or, the PURCHASER shall have only the right of specific
performance.
13. ASSIGNABILITY: This contract shall not be assignable by the PURCHASER.
14. CONSTRUCTION LIENS: SELLER shall furnish to PURCHASER an affidavit that there
have been no improvements to subject property for 90 days immediately preceding closing date. If subject
property has been improved within 90 days immediately preceding closing date, SELLER shall deliver
release or waiver of all construction liens and SELLER'S construction lien affidavit.
15. DOCUMENTS FOR CLOSING: SELLER'S attorney or other closing agent shall prepare
special warranty deed, SELLER'S construction lien affidavit, non-foreign affidavit and closing statement
and shall submit copies of same to PURCHASER'S attorney at least 3 days, exclusive of Saturdays,
Sundays and holidays, prior to closing date. All other documents, if any, necessary for closing shall be
prepared by the PURCHASER and submitted to the SELLER'S attorney by the same deadline.
16. ATTORNEY FEES AND COSTS: In connection '~th any litigation arising out of this
contract, each party shall bear its own costs, including attorney fees. Each party shall pay its own
attorney's fees in connection with the negotiation, preparation, execution and closing of this agreement.
17. REAL ESTATE BROKER'S COMMISSION: SELLER and PURCHASER warrant and
represent to each other that there is no real estate agent or broker involved in the negotiation of the
transaction contemplated herein. In the event any claims arise for real estate commissions, fees or similar
compensation in connection with this transaction, the party so causing such claims shall indemnify and
hold harmless the other party from any loss or damage which said other party suffers because of said claim
18. NOTICES: Any notice to be given or to be served upon any party hereunder, in connection
with this contract, must be in writing and must be given by certified or registered mail and shall be deemed
to have been given and received when a certified or registered letter, containing such notice, properly
addressed, with postage prepaid, is deposited in the U.S. Mail; or, if given otherwise than by certified or
registered mail, it shall be deemed to have been given when delivered to and received by the party to
whom it is addressed. Such notices shall be addressed to the parties herein at the following addresses:
TO SELLER:
TO PURCHASER:
M. O. Bagley, Director
Industrial Development & Real Estate
Florida East Coast Railway, L.L.C.
P. ~O. Drawer 1048 (1 Malaga Street)
St. Augustine, FL 32085-1048
Jim Cherof, City Attorney
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City of Boynton Beach
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33425-0310
19. TIME: Time is of the essence in this contract.
20. RECORDABILITY: This contract may not be recorded by either party.
21. TYPEWRITTEN'OR HANDWRITTEN PROVISIONS: Should there be any conflict in terms
between (1) typewritten provisions and (2) handwritten provisions to this contract, the handwritten
provisions will prevail, when authorized and initialed by both parties.
22. OTHER AGREEMENTS: There are no agreements, promises or understandings between these
parties except as specifically set forth herein. No modifications, alterations or changes shall be made to
this contract except in writing and signed or initialed by the parties hereto.
23. CONSTRUCTION: This contract shall be construed according to the laws of the State of
Florida.
24. INSPECTION PERIOD: PURCHASER and PURCHASER'S Agents shall be permitted to
enter upon the property and conduct engineering tests, soil tests and borings, environmental assessments,
and tests, surveys and such other inspections as PURCHASER shall deem appropriate. PURCHASER
shall have a period of thirty (30) days (Inspection Period) following the effective date during which to
conduct such testing, assessments, surveying and inspections. In the event, that PURCHASER determines
that the Property is not suitable for the intended purpose, then PURCHASER shall have the option of
canceling the Contract by written notice to such effect to SELLER and ESCROW AGENT, prior to
expiration of the Inspection Period, in which event all deposits paid hereunder shall be promptly returned
to PURCHASER and PURCHASER and SELLER shall be relieved of any and all obligations hereunder,
whereupon this contract shall be deemed cancelled and of no further force and effect. If the transaction
contemplated by this Agreement does not close, PURCHASER shall repair damage to the Property, if any,
caused by PURCHASER'S testing and deliver to SELLER ail surveys, reports and studies performed on
the Property.
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IN WITNESS WHEREOF, the respective parties have caused this contract to be executed by
themselves or their authorized officials in duplicate originals on the dates shown below their respective
signatures.
WITNESSES:
(Print Name)
(Print Name)
SELLER:
FLORIDA EAST COAST RAILWAY, L.L.C.
a limited liability corporation
By: ~~~v~" (Seal)
R.'~F. M/~n, Executive Vice President
~[s~,~l~ ~q' Secretary
at o ution:
WITNESSES:
(Print Name)_
('Pdrit Na/ne)- - [
PURCHASER:
(Prim Name)
Date of Execution:
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(Prim Name)