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R15-025 1 RESOLUTION R15 -025 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING A PURCHASE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE CONVEYANCE OF 913 NORTH SEACREST BOULEVARD FROM M THE BOYNTON BEACH CRA FOR THE FUTURE EXPANSION s OF SARA SIMS PARK; AUTHORIZING THE MAYOR AND CITY 1. CLERK TO SIGN THE PURCHASE AGREEMENT; AND 1 PROVIDING AN EFFECTIVE DATE. 1►• 1 A WHEREAS, on March 12, 2014, the CRA Board approved the purchase of 913 N. 1 Seacrest Boulevard as art of expanding Sara Sims Park in accordance with Sara Sims Park p p g 1. Master Plan and 1 HERE CRA undertook the demolition the existing in W AS, the unde ook th of build g and resodded 1 the lot; and 1 WHEREAS, at the December 9, 2014 CRA Board meeting the Board approved the 1 conveyance of 913 N. Seacrest Boulevard to the City of Boynton Beach to continue the efforts Y tY Y 21 toward completion of the Sara Sim's Park Master Plan; and 2 WHEREAS, the City Commission of the City of Boynton Beach upon recommendation 2• of staff, deems it to be in the best interest of the citizens and residents of the City of Boynton 2i to approve the Purchase Agreement between the City of Boynton Beach and the Boynton 2 pp g Beach Community Redevelopment Agency for the conveyance of 913 N. Seacrest Boulevard t3' p g Y Y 2: and authorizes the Mayor and City Clerk to sign the Purchase Agreement. 21 BE IT RESOLVED BY THE CITY COMMISSION OF 2 / NOW, THEREFORE, THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 2: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 2a being true and correct and are hereby made a specific part of this Resolution upon adoption g Y p P P p C:\ Users \prainitoj\AppData\Local \Microsoft\Windows \Temporary Internet Files\Content.IE5\TJSA2KNN\RESO_- _Agreement_for_conveyance_of 913 N_Seacrest_Blvd.docApprove Purchase Agreement and accept conveyance of 913 N Seacrest Blvd from the CRA 1 hereof. r, Section 2. The City Commission hereby approves the Purchase Agreement between i the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency which tY Y Y tY p g 1 conveys the property located at 913 North Seacrest Boulevard from the CRA to the City for the 1 Y p p Y tY future expansion of Sara Sims Park and authorizes the Mayor and City Clerk to sign an the Purchase Agreement, a copy of said Interlocal Agreement is attached hereto and made a ;, g � PY part g p i here as Exhibit "A ". Section 3. That this Resolution shall become effective immediately upon passage. I PASSED AND ADOPTED this 17 day of March 2015. N Y 14 CITY OF BOYNTON BEACH, FLORIDA 1 V. YES NO 1: 1 Mayor — Jerry Taylor , 1 1 Vice Mayor — Joe Casello IV 11 1 Commissioner — David T. Merker 0./ 1a 2 Commissioner — Mack McCray " r/ 2 2 & Commissioner — Michael M. Fitzpatrick 2M 2: � �� 2 VOTE _ 2 21 ATTEST: 2: 2 31 ;. '. ' ! BL1- _4 .!.. 3 Vet M. Prainito, MMC 3 rty 0- 3. t; g 3 (t • ora Seal) C: \Users \p': +E @4 tA", +•ata\Local\Microsoft \Windows \Temporary Internet Files \Content.IES\TJSA2KNN\RESO_- Agreement_for_conveyance_of 913_N_Seacrest_Blvd.docApprove Purchase Agreement and accept conveyance of 913 N Seacrest Blvd from the CRA R15 -025 PURCHASE AGREEMENT This Purchase Agreement (hereinafter "Agreement ") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "SELLER ") and The City of Boynton Beach, a Florida Municipal Corporation (hereinafter "BUYER "). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees' to convey to BUYER and BUYER agrees to acquire from SELLER, on the terms and conditions hereinafter set forth, the Property located in Palm Beach County, Florida (the "Property ") and more particularly described as follows: PNC #08- 43- 45- 21 -07- 004 -1330 — Lots 133 & 134, Block D, of Boynton Hills, according to the Plat thereof as recorded in Plat Book 4, Page 51, of the Public Records of Palm Beach County, Florida, Less that portion conveyed to the State of Florida for right of way of State Road S -811 as recorded in Official Records Book 2825, Page 56, of the Public Records of Palm Beach County, Florida. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be $10.00 Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged. 3. EFFECTIVE DATE. The effective date of the Purchase Agreement is the date that the last party executes below. 4. CLOSING. The purchase and sale transaction contemplated herein shall close on or before Thirty (30) days from Effective Date (the "Closing "), unless extended by other provisions of this Agreement or by written agreement, signed by both Parties, extending the Closing. 5. TITLE TO BE CONVEYED. At. Closing, SELLER shall convey to BUYER, by Quit Claim Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions "): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights -of -way and matters of record included on the Title Commitment to which BUYER fails to object, or which SELLER agrees to 00430653 -1 R15 -025 accept. 5.1 Title Review. Within five (5) days of the Effective Date, SELLER shall obtain, at the SELLER's expense, from a Title Company chosen by SELLER (hereinafter "Title Company "), a Title Commitment covering the Property and proposing to insure BUYER in the amount of Forty Five Thousand Dollars ($45,000) subject only to the Permitted Exceptions. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by SELLER prior to or at closing. BUYER shall examine the Title Commitment and deliver written notice to SELLER no later than fifteen (15) days after the Effective Date notifying SELLER of any objections BUYER has to the condition of title (hereinafter "BUYER Title Objections "). If BUYER fails to deliver the SELLER Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If BUYER timely delivers the SELLER Title Objections, then SELLER shall have thirty (30) days to cure and remove the BUYER Title Objections (hereinafter "Cure Period "). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the BUYER Title Objections within the Cure Period, to the satisfaction of BUYER, then BUYER, in BUYER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it then is, or (iii) canceling and terminating this Agreement, in which case, the Deposit (if any) shall be returned to BUYER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. 5.2 SELLER Deliveries. SELLER shall deliver to BUYER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 5.2.1 Copies of any reports or studies (including engineering, environmental, soil ' borings, and other physical inspection reports), in SELLER' possession or control with respect to the physical condition or operation of the Property, if any. 5.2.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals "), which are material to the use or operation of the Property, if any. 6. CONDITIONS TO CLOSING. BUYER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing ") are either fulfilled or waived by BUYER in writing: 6.1. Representations and Warranties. All of the representations and warranties 00430653 -1 R15 -025 of SELLER contained in this Agreement shall be true and correct as of Closing. 6.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 6.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by BUYER. 6.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 6.5. Occupancy. The property shall be conveyed to the BUYER at time of closing unoccupied. 7. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to SELLER the following documents and instruments: 7.1. Deed. A Quit Claim Deed (the "Deed ") conveying to SELLER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 7.2 Seller's Affidavits. SELLER shall furnish to BUYER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property. SELLER shall also furnish to BUYER a non - foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 7.3. Closing Statement. A closing statement setting forth the Purchase Price and all credits, adjustments and prorations between SELLER and BUYER together with all costs and expenses to be paid at Closing. 7.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 7.5. Additional Documents. Such other documents as BUYER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 8. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 00430653 -1 R15 -025 8.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. BUYER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. 8.2 Ad Valorem Taxes. BUYER 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 Tax Collector's Office. 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. 8.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by SELLER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or . ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 8.4. Closing Costs. SELLER shall be responsible for all documentary stamps on the deed, recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). The Parties shall be responsible for their own legal fees. All other costs of closing shall be borne by SELLER. 9. DEFAULT. 9.1. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of either party all deposits (if any) shall be disbursed to the non- defaulting Party and neither Party shall have any further rights hereafter. The Parties agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 10. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Vivian Brooks, Executive Director , Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 With a copy to: Kenneth Spillias Lewis, Longman & Walker, PA SELLER Attorney 00430653 -1 R15 -025 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 If to Buyer: With a copy to: 11. BROKER FEES. The SELLER and BUYER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. The Parties shall indemnify, defend and hold harmless the other from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 12. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ( "Pollutant ") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by- product as defined or regulated by environmental laws. Disposal ( "Disposal ") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ( "Environmental Laws ") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 12.1.1 As a material inducement to BUYER entering into this Agreement, SELLER hereby warrants and represents_ the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or owned by SELLER, to the best of SELLER'S knowledge. S knowled contiguous property y g (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, 00430653 -1 R15 -025 conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 13. MISCELLANEOUS. 13.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 13.2. Computation of Time. Any reference herein to time periods which are not measured in Business Days and which are less than six (6) days, shall exclude Saturdays,. Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full Business Day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 13.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 13.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may 00430653 -1 - R15 -025 require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 13.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 13.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and SELLER shall control all printed provisions in conflict therewith. 13.7 Waiver of Jury Trial. As an inducement to BUYER agreeing to enter into this Agreement, SELLER and BUYER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 13.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 13.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the SELLER and BUYER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 13.10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County, Florida. 13.11 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. BOYNTON BEACH COMMUNITY CITY OF BOYNTON BEACH REDEVELOPME AGENCY P ' ted Na e: Je Taylor Printed Name: /2 )/ 7;4. �L- d L Title: Chair Title: AJ4 0 �c_ Date: 3/2 2 7 Date: 1,�/Ve.... 07 00430653 -1 R15 -025 W/' ESS: / / WITNESS: 6 ,/21- / / / / AWNS' / _ /keg AILIL2 . A 41/11 Printed Name: /MA Printed Name: ac�,c•r, `' S� ok- .Y,ZJJ WITNESS: WITNESS: 0,,,A,„/ � i��� L / Printed Name: ! / L T c� Printed Name: � /' / � rOVED AS T • FORM ity Afforn I 00430653 -1