R16-130 1
2 RESOLUTION NO. R16 -130
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 I FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO
5 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF
6 BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY
7 REDEVELOPMENT AGENCY TO PROVIDE A FINANCIAL
8 CONTRIBUTION FOR THE DEVELOPMENT OF A 4% TAX
9 CREDIT FOR THE DEVELOPMENT KNOWN AS OCEAN
10 BREEZE EAST; AND PROVIDING AN EFFECTIVE DATE.
11
12 WHEREAS, the goal of the Boynton Beach Community Redevelopment Agency is to
13 eliminate slum and blight and to facilitate the development of affordable housing within the
14 Community Redevelopment Area; and
15 WHEREAS, the proposed development known as Ocean Breeze East will help the
16 Community Redevelopment Agency to achieve its goals; and
17 WHEREAS, the developer of the Ocean Breeze East project, Ocean Breeze Housing
18 Partners LP is applying for 4% Low - Income Housing Tax credits and a SAIL loan in October
19 of 2016; and
20 WHEREAS, the financial match of $100,000 required by the Florida Housing
21 Finance Corporation allocator of 4% tax credits and SAIL loans will be paid for by the
22 Boynton Beach Community Redevelopment Agency; and
23 WHEREAS, the City Commission of the City of Boynton Beach, upon
24 recommendation of staff and the CRA Board, deems it to be in the best interests of the
25 residents and citizens of the City of Boynton Beach to approve the Interlocal Agreement
26 between the City of Boynton Beach and the Boynton Beach Community Redevelopment
27 Agency regarding the development of the Ocean Breeze East project on behalf of Ocean
28 Breeze Housing Partners LP.
29 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
30 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
31 Section 1. Each Whereas clause set forth above is true and correct and
32 incorporated herein by this reference.
33 Section 2. The City Commission of the City of Boynton Beach, Florida does
34 hereby approve and authorize the Mayor to sign the Interlocal Agreement between the City of
35 Boynton Beach and the Boynton Beach Community Redevelopment Agency regarding the
36 Local Government Contribution required by Florida Housing Finance Corporation on behalf
37 of Ocean Breeze Housing Partners LP developer of the Ocean Breeze East development, a
38 copy of said Interlocal Agreement is attached hereto as Exhibit "A ".
39 Section 3. That this Resolution shall become effective immediately upon passage.
40 PASSED AND ADOPTED this jDlh day of5;01T01 lsue , 2016.
41 CITY OF BOYNTON BEACH, FLORIDA
42
43 YES NO
44
45 Mayor — Steven B. Grant
46
47 Vice Mayor — Mack McCray
48
49 Commissioner — Justin Katz
50
51 Commissioner — Christina L. Romelus
52
53 Commissioner — Joe Casello
54
56
56 VOTE
57
58 ATTEST:
59
61 ALA-
62 J :fit A. Pyle, CMC
63 I City Clerk (' '
64
65 { 1
67 (Corporate Seal) n ': - fi
66 68 `q;;
°P
INTERLOCAL AGREEMENT BETWEEN CITY OF BOYNTON
BEACH AND BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY TO PROVIDE FOR THE
PAYMENT OF THE LOCAL GOVERNMENT CONTRIBUTION
UNDER THE FLORIDA HOUSING FINANCE CORPORATION
STATE APARTMENT LOAN PROGRAM FOR THE PROJECT
KNOWN AS OCEAN BREEZE EAST TO BE DEVELOPED BY
OCEAN BREEZE HOUSING PARTNERS, LP, PURSUANT TO
CHAPTER 420, PART V, SECTIONS 420.5093 - 420.5099,
FLORIDA STATUTES, PROVIDING AN EFFECTIVE DATE. •
THIS AGREEMENT, made and entered into on the (3 day of <S L
2016 by and between:
CITY OF BOYNTON BEACH, FLORIDA
a Florida municipal corporation
100 E. Boynton Beach Boulevard
Boynton Beach, Florida 33425
(hereinafter referred to as "CITY ")
AND
BOYNTON BEACH COMMUNITY REDEVELOPMENT
AGENCY,
a Public Agency of the State of Florida
710 N. Federal Highway ,
Boynton Beach, Florida 33435
(hereinafter referred to as "CRA ")
WITNES SETH:
WHEREAS, CITY and CRA ( "Parties ") desire to encourage Affordable and Workforce
Housing development within the City and the CRA; and
WHEREAS, the CRA has determined that the provision of Affordable and Workforce
Housing within the CRA furthers the CRA's purpose of eliminating slum and blight; and
WHEREAS, the CRA has approved a financial contribution of one hundred thousand dollars
($100,000) in the form of a grant contribution ( "Grant") to assist the developer, The NuRock
Companies, under the name Ocean Breeze Housing Partners, LP, in the development of certain
properties located at 700 N. Seacrest Boulevard, Boynton Beach, Florida, as described in Exhibit
"A" attached hereto, and
•
WHEREAS, the Parties desire to enter into an Interlocal Agreement ( "Agreement") for the
City of Boynton Beach to pay, on behalf of the CRA, the Grant to Ocean Breeze Housing Partners,
LP (the " Grantee "), under the condition that the Ocean Breeze Housing Partners, LP obtains award
underwriting approval of a 4% State Apartment Incentive Loan allocation from the Florida Housing
Finance Corporation by February 28, 2017, and
00703692 -1 Page 1 of 7
WHEREAS, CITY and CRA have determined that it is mutually beneficial and in the best
interests of its citizens and residents to enter into this Agreement; and
WHEREAS, Part I of Chapter 163, Florida Statutes, as amended (the "Florida Interlocal
Cooperation Act "), permits the Parties, as public agencies under the Interlocal Cooperation Act, to
enter into interlocal agreements with each other to authorize one public agency to exercise, on behalf
of the other public agency, jointly held powers, privileges or authorities which each such public
agency shares in common and which each might exercise separately, permitting the public agencies to
make the most efficient use of their power by enabling them to cooperate on a basis of mutual
advantage and thereby provide services and facilities in a manner and pursuant to forms of
governmental organization that accords best with geography, economy, population and other factors
influencing the needs and development of such public agencies; and
WHEREAS, this Interlocal Agreement will become effective upon filing with the Clerk of the
Court in the Fifteenth Judicial Circuit in accordance with the provisions of the Interlocal Cooperation
Act; and
WHEREAS, CITY hereby represents to CRA that it has the authority, pursuant to the
Interlocal Cooperation Act, to execute any and all documents necessary to effectuate and to implement
the terms of this Agreement; and
WHEREAS, CRA hereby represents to CITY that it has the authority, pursuant to the
Interlocal Cooperation Act, to execute any and all documents necessary to effectuate and to implement
the terms of this Agreement; and
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Parties hereto agree as follows:
Section 1. RECITALS
1.01 The above recitals are true and correct and are incorporated herein.
Section 2. TERM OF AGREEMENT
2.01 This Agreement shall be effective upon the approval of both parties and upon filing with the
Clerk of the Court in the Fifteenth Judicial Circuit and shall terminate upon the earlier of the
following: 1) final payment of the one hundred thousand dollars ($100,000) to Ocean Breeze
Housing Partners, LP consistent with the terms of this Agreement; or 2) the failure Ocean
Breeze Housing Partners, LP to obtain award underwriting approval of a 4% State Apartment
Incentive Loan from Florida Housing Finance Corporation by February 28, 2017.
Section 3. DUTIES AND RESPONSIBILITIES OF THE PARTIES
3.01 The Parties agree that the Grant, per Resolution No. , shall be paid by the
CITY to Ocean Breeze Housing Partners, LP on behalf of the CRA. The Parties agree
further that the CRA will reimburse the CITY for the payment of said Grant, within 30 days
of CITY's notice of making payment. Payment shall be made to Ocean Breeze Housing
Partners, LP
00703692 -1 Page 2 of 7
upon: 1) Ocean Breeze Housing Partners, LP providing evidence that they have been
awarded a four percent (4 %) State Apartment Incentive Loan from the Florida Housing
Finance Corporation; and 2) a real estate closing for the sale of the project properties located
at 700 N. Seacrest Boulevard, Boynton Beach, Florida as described in Exhibit "A."
Section 5. RECORDS
5.01 CRA and CITY shall each maintain their own respective records and documents associated
with this Agreement in accordance with the requirements set forth in Chapter 119, Florida
Statutes. All such records shall be adequate to justify all charges, expenses, and costs
incurred in accordance with generally accepted accounting principles. Each party shall have
access to the other party's books, records and documents as required in this Agreement for
the purpose of inspection or audit during normal business hours during the term of this
Agreement and for at least three (3) years after completion of the development of the Ocean
Breeze East property located at 700 N. Seacrest Boulevard, Boynton Beach, Florida as
described in Exhibit "A."
Section 6. ASSIGNMENT
6.01 The respective obligations of the parties shall not be assigned, in whole or in part without the
written consent of the other party.
Section 7. DEFAULT
7.02 If either party fails to perform or observe any of the material terms and conditions of this
Agreement for a period of ten (10) calendar days after receipt of written notice of such default
from the other party, the party giving notice of default may be entitled, but is not required, to
seek specific performance of this Agreement on an expedited basis, as the performance of the
material terms and conditions contained herein relate to the health, safety, and welfare of the
residents subject to this Agreement. Failure of any party to exercise its right in the event of
any breach by the other party shall not constitute a waiver of such rights. No party shall be
deemed to have waived any failure to perform by the other party unless such waiver is in
writing and signed by the other party. Such waiver shall be limited to the terms specifically
contained therein. This section shall be without prejudice to the rights of any party to seek a
legal remedy for any breach of the other party as may be available to it in law or equity.
Section 8. COMPLIANCE WITH LAWS
8.01 CITY and CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful
orders of the United States of America, State of Florida and of any other public authority
which may be applicable.
0D103692 -1 Page 3 of 7
Section 9. VENUE
9.01 Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted
in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, if in federal court,
in the United States District Court for the Southern District of Florida.
Section 10. GOVERNING LAW
10.01 The validity, construction and effect of this Agreement shall be governed by the laws of the
State of Florida.
Section 11. ENTIRE AGREEMENT
11.01 This Agreement contains the entire understanding of the parties relating to the subject matter
hereof superseding all prior communications between the parties whether oral or written, and
this Agreement may not be altered, amended, modified or otherwise changed nor may any of
the terms hereof be waived, except by a written instrument executed by both parties. The
failure of a party to seek redress for violation of or to insist on strict performance of any of the
covenants of this Agreement shall not be construed as a waiver or relinquishment for the
future of any covenant, term, condition or election but the same shall continue and remain in
full force and effect.
Section 12. SEVERABILITY
12.01 Should any part, term or provision of this Agreement be by the courts - decided to be illegal or
in conflict with any law of the State, the validity of the remaining portions or provisions shall
not be affected thereby.
Section 13. NOTICES
13.01 Whenever either party desires to give notice to the other, such notice must be in writing and
sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt,
or by overnight express delivery service, evidenced by a delivery receipt, addressed to the
party for whom it is intended at the place last specified; and the place for giving of notice
shall remain until it shall have been changed by written notice in compliance with the
provisions of this paragraph. For the present, the parties designate the following as the
respective places for giving of notice.
CITY: Lori LaVerriere, City Manager
City of Boynton Beach
100 E. Boynton Beach Boulevard
Boynton Beach, FL 33435
00703692 -1 Page 4 of 7
CRA: Vivian Brooks, Executive Director
Boynton Beach CRA
710 N. Federal Highway
Boynton Beach, Florida 33435
Copies To: James A. Cherof
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Tara Duhy, Esquire
Lewis, Longman & Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
Section 14. INTERPRETATION
14.01 This Agreement shall not be construed more strictly against one party than against the other
merely by virtue of the fact that it may have been prepared by counsel for one of the parties.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
00703692 -I Page 5 of 7
IN WITNESS WHEREOF, the CITY OF BOYNTON BEACH and the BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY have caused these presents to be executed in their
respective names by the proper officials the day and year first above written.
CITY OF BOYNTON BEACH a municipal
corporation organized and existing under the laws of
the State of Florida --
440,
B 4 ' f
teven Grant, Mayor
ATTEST:
C �
f de
i orm
Approved as to form:
City A orgy
BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY, a public agency
organized and exis ' ' und= the . e,a7 o le State of
Florida
By: z
teven Grant Chair
Approved as to form:
C' •
l
00703692 -I Page 6 of 7
Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
OCEAN BREEZE EAST
Parcel 1:
PCN - 08- 43- 45- 21 -10- 001 -0010
Lots 3 through 12 inclusive, in Block 1, Lots 1 and 2, in Block 1, LESS all that portion of
Lots 1 and 2 lying West of the East right -of -way line for "Seacrest Boulevard" as shown
on Road Plat Book 5, at Page 182 and less a 20 foot return curve area for road right -of-
way. PALM BEACH COUNTRY CLUB ESTATES, according to the Plat thereof, as
recorded in Plat Book 11, at Page 43, of the Public Records of Palm Beach County,
Florida.
Parcel 2:
PCN — 08 43 45 21 - 00 - 000 - 0021
The South Half of the East Half of Lot of Subdivision of the West Half of the Southeast
Quarter of Section 21, Township 45 South, Range 43 East, Less the South 125 feet
thereof; Less parcels conveyed to the City of Boynton Bach by Official Records Book
852, Page 642 and LESS the right -of -way for "Seacrest Boulevard" as shown on Road
Plat Book 5, Page 182, according to the Plat thereof, as recorded in Plat Book 1, at
Page 4, Public Records of Palm Beach County, Florida.
FLORIDA HOUSING FINANCE CORPORATION
LOCAL GOVERNMENT VERIFICATION OF CONTRIBUTION — GRANT FORM
Name of Development: Residences at Ocean Breeze
Development Location: 700 N. Seacrest Blvd., Boynton Beach, Florida
(At a minimum, provide the address number, street name and city, and/or provide the street name, closest designated intersection and either
the city (if located within a city) or county (if located in the unincorporated area of the county)_ If the Development consists of Scattered
Sites, the Development Location stated above must reflect the Scattered Site where the Development Location Point is located.)
The City/County of City of Boynton Beach commits $ 100,000.00 as a grant to the
Applicant for its use solely for assisting the proposed Development referenced above. The City/Comity does
not expect to be repaid or reimbursed by the Applicant, or any other entity, provided the fluids are expended
solely for the Development referenced above. No consideration or promise of consideration has been given
with respect to the grant. For purposes of the foregoing, the promise of providing affordable housing does not
constitute consideration. The commitment for this grant must be effective as of the Application Deadline for
the applicable RFA, and is provided specifically with respect to the proposed Development.
The source of the grant is: Boynton Beach Community Redevelopment Agency Funds
(e.g., SHIP, HOME, CDBG)
CERTIFICATION
I certify that the foregoing information is true and correct and that this commitment is effective at least through
the date - s wire '., ` the applicable RFA.
.: 6
'gnature Print or Type Name
,
Print or Type4itle
This certification must be signed by the chief appointed official (staff) responsible for such approvals, Mayor, City Manager,
County Manager /Administrator /Coordinator, Chairperson of the City Council/Commission or Chairperson of the Board of
County Commissioners. If the contribution is from a Land Authority organized pursuant to Chapter 380.0663, Florida
Statutes, this certification must be signed by the Chair of the Land Authority. One of the authorized persons named above
may sign this form for certification of state, federal or Local Govenmuent funds initially obtained by or derived from a Local
Government that is directly administered by an intermediary such as a housing finance authority, a community reinvestment
corporation, or a state - certified Community Housing Development Organization (CHDO). Other signatories are not
acceptable. The Applicant will not receive credit for this contribution if the certification is improperly signed To be
considered for points, the amount of the contribution stated on this form must be a precise dollar amount and cannot include
words such as estimated, up to, maximum of not to exceed, etc.
If the Application is not eligible for automatic points, this contribution will not be considered if the certification contains
corrections or `white -out' or if the certification is altered or retyped. The certification maybe photocopied.
Please note: This form may be modified by Florida Housing Finance Corporation per Section 67- 60.005, F.A.C.
(Form Rev. 08 -16)
Ocean Breeze BasVP & D Agreement
PURCHASE AND DEVELOPMENT AGREEMENT
This Purchase and Development 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 OCEAN BREEZE HOUSING
PARTNERS, LP, or its affiliated assignee (hereinafter "PURCHASER ", and together with the
SELLER, the "Parties ").
In consideration of TEN DOLLARS AND 00/100 DOLLARS ($10.00) and the mutual
covenants and agreements herein set forth, the receipt and sufficiency of which is hereby
acknowledged the Parties hereto agree as follows:
1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to
PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms
and conditions hereinafter set forth, the real property legally described in Exhibit "A" attached
hereto (hereinafter the "Property "). The Parties intend that the purchase and sale and ensuing
redevelopment of the Property will be effected in order to reduce slum and blight and to enable
the construction of a new housing community (the "Project ") on the site of the former housing
project known as Ocean Breeze East.
2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall
be EIGHT HUNDRED THOUSAND AND 00 /100 DOLLARS ($800,000.00) to be paid in full
at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with
the sale of the Property to PURCHASER.
1 DEPOSITS. An Initial Deposit in the amount of TWENTY -FIVE THOUSAND
AND 00 /100 ($25,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter
"Escrow Agent ") within two (2) business days following execution hereof by the Parties. The
Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the
Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it
does not intend to complete the purchase of the Property.
3.1 Second Deposit, An additional deposit in the amount of TWENTY - FIVE
THOUSAND AND 00/100 ($25,000.00) which together with the Initial Deposit shall be referred
to as the "Deposit" shall be deposited with the Escrow Agent, at the end of the Inspection Period.
The Deposit shall be non - refundable to PURCHASER, except upon (i) failure by SELLER to
satisfy any conditions precedent to closing; (ii) failure by PURCHASER to obtain an allocation
of State Apartment Incentive Loan "SAIL ", allocation of 4% housing credits and Palm Beach
County Tax Exempt Bond (as described in Paragraph 6below); (iii) upon default by SELLER
hereunder; or (iv) failure of PURCHASER to obtain the items described in subparagraphs 5(a)
and (c) below. All interest accruing on the Deposit, if any, shall be credited to the Party entitled
to retain the Deposit in the event of the cancellation or termination hereof. At closing, the
Purchase Price shall be payable in cash, less the Deposit, and subject to prorations and
adjustments set forth herein.
0070$556.1
PURCHASE AGREEMBNT/NUROCK/OBE
Page 2 of 15
4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date ") shalI be
the date when the last one of the SELLER and PURCHASER has signed this Agreement.
5. CLOSING. The PURCHASER'S obligation to close on the purchase of the
Property is contingent on the following:
a) PURCHASER obtaining site plan approval from the City of Boynton
Beach, Florida (the "City ") to build 100 residential units on the Property for occupancy by low
income households.
b) Prior to the expiration of the "SAIL" Allocation Period (as hereinafter
defined), PURCHASER receiving an invitation to credit underwriting for an award of State
Apartment Incentive Loan ( "SAIL ") from the Florida Housing Finance Corporation ( "Florida
Housing "); and
c) Seller delivering marketable title to the Property subject only to those title
exceptions acceptable to the PURCHASER, all as more specifically set forth herein.
6. STATE APARTMENT INCENTIVE LOAN. ALLOCATION OF 4% HOUSING
CREDITS AND PALM BEACH COUNTY TAX EXEMPT BONDS APPLICATION PERIOD
(the "Allocation "). Prior to the last date of the applicable Florida Housing Request for
Applications, in response to which the PURCHASER submits an application for "Allocation"
that includes this Agreement, which is estimated to be not later than October 31, 2016 (the
"Allocation Application Period ").
7. ALLOCATION. PURCHASER shall have until February 28, 2017, in which to
obtain the Allocation. The Allocation shall be evidenced by an invitation to credit underwriting
issued by Florida Housing. In the event PURCHASER does not receive the Allocation and does
not wish to proceed with the acquisition of the Property, the Deposit shall be fully refundable to
PURCHASER within five (5) business days after PURCHASER provides written notice to
SELLER that it has failed to obtain the Allocation,
8. CLOSING DATE. The Closing shall take place on February 28, 2017 at such
location to which the parties may mutually agree in writing.
8.1. Closing Extensions. PURCHASER shall have the option to purchase from
SELLER at any time prior to the Closing Date, one (1) six month extension of the Closing Date
( "Closing Extension ") for the sum of Fifty Thousand Dollars and 00 /100 ($50,000.00), which
shall be non - refundable to PURCHASER except for SELLER'S default of which payments shall
be applicable to the Purchase Price at Closing.
9. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to
PURCHASER, by Special Warranty 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
0070{556.1
PURCHASE AGRBEMENT /NUROCKJO13E
Page 3 of 15
"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 or shown on
the Survey (defined in Section 10.3), to which PURCHASER fails to object, or which
PURCHASER agrees to accept.
10. INVESTIGATION OF THE PROPERTY. For a period until October 31, 2016
( "Feasibility Period "), PURCHASER and PURCHASER'S agents, employees, designees,
Contractors, surveyors, engineers, architects, attorneys and other consultants (collectively,
"Agents "), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with
members of Governmental Authorities regarding the Property and to enter upon the Property, at
any time and from time to time with reasonable notice to SELLER and so long as said
investigations do not result in a business interruption, to perform any and all physical tests,
inspections, and investigations of the Property, including but not limited to Phase I and Phase II
environmental investigations, which PURCHASER may deem necessary. During the Feasibility
Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate
this Agreement; If PURCHASER elects to terminate this Agreement in accordance with this
Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the
Effective Date, subject to such disturbance as was reasonably necessary or convenient in the
testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any
damage caused to the Property by PURCHASER'S testing and investigation; and (iii) release to
SELLER, at no cost, all reports and other work generated as a result of the PURCHASER'S
testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER
harmless from and against all claims, losses, expenses, demands and liabilities, including, but not
limited to, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER
(including, without limitation, any construction liens resulting therefrom) or for damage to
persons or property (subject to the limitation on practicability provided above) arising out of
PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section
shall survive the termination, expiration or Closing of this Agreement.
10.1 Seller's Documents. SELLER shall deliver to PURCHASER the
following documents and instruments within five (5) days of the Effective Date of this
Agreement: any existing title policies, appraisals, copies of any reports or studies (including
environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S
possession or control with respect to the physical condition of the Property, copies of all permits,
authorizations and approvals issued by Governmental Authorities for the Property and any
correspondence which discloses claims, allegations or adverse information regarding the
Property or SELLER with respect to the Property.
10.2 Title Review. Within thirty (30) days of the Effective Date,
PURCHASER's counsel, as closing agent for the transaction contemplated herein (the "Closing
Agent") shall obtain, at the PURCHASER'S expense, from a Title Company chosen by
PURCHASER (hereinafter "Title Company "), a Title Commitment covering the Property and
proposing to insure PURCHASER in the amount of the Purchase Price subject only to the
Permitted Exceptions, together with complete and legible copies of all instruments identified as
conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine
00764556 -t
PURCHASE AGREEMENT/NUROCK/OBE
Page 4 of 15
the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after
receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the
condition of title (hereinafter "PURCHASER'S Title Objections "). If PURCHASER. fails to
deliver PURCHASER'S 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
PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have
thirty (30) days to diligently and in good faith undertake all necessary activities to cure and
remove the PURCHASER'S Title Objections (hereinafter "Cure Period "). Notwithstanding
anything to the contrary in this Section, SELLER shall have an affirmative duty to satisfy all title
requirements which are liquidated claims, outstanding mortgages, judgments, taxes (other than
taxes which are subject to adjustment pursuant to this Agreement), or are otherwise curable by
the payment of money without resort to litigation (collectively, the "Mandatory Objections "),
which may, at SELLER'S election, be done at Closing by the Closing Agent's withholding of the
applicable amount from the proceeds of sale. In the event that SELLER is unable to cure and
remove, or cause to be cured and removed, the PURCHASER'S Title Objections which are not
Mandatory Objections within the Cure Period to the satisfaction of PURCHASER, then
PURCHASER, in PURCHASER'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 at no cost to
PURCHASER, or (ii) accepting the Title to the Property as of the time of Closing or (iii)
canceling and terminating this Agreement, in which case, any Deposits shall be returned to
PURCHASER and the Parties shall have no further obligations or liability hereunder, except for
those expressly provided herein to survive termination of this Agreement.
Prior to the Closing, PURCHASER shall have the right to cause the Title
Company to issue an updated Title Commitment ( "Title Update ") covering the Property. If any
Title Update contains any conditions which did not appear in the Title Commitment, and such
items render title unmarketable, PURCHASER shall have the right to object to such new or
different conditions in writing prior to Closing. All rights and objections of the Parties with
respect to objections arising from the Title Update shall be the same as objections to items
appearing in the Title Commitment, subject to the provisions of this Section,
10.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain
a current boundary survey (the "Survey ") of the Property, indicating the number of acres
comprising the Property to the nearest 1 /100th of an acre. If the Survey discloses encroachments
on the Property or that improvements located thereon encroach on setback lines, easements,
lands of others or violate any restrictions, covenants of this Agreement, or applicable
governmental regulations, the same shall constitute a title defect and shall be governed by the
provisions of Section10.2 concerning title objections.
11. CONDITIONS TQCLOSING, PURCHASER 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 PURCHASER in writing;
11.1 Representations and Warranties. All of the representations and warranties
of SELLER contained in this Agreement shall be true and correct as of Closing.
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11,2 Pending Proceedings. At Closing, there shall be no litigation or
administrative agency or other governmental proceeding of any kind whatsoever involving the
Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing,
and accepted by PURCHASER.
11.3 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.
11.4 Construction Permit Approval. The SELLER will cooperate with the
PURCHASER with regard to signing and processing any applications and forms required by the
City or other authorities having jurisdiction over the PROPERTY to obtain building permit
approval and such other design and construction documents as may be reasonably required by
PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be
responsible for all costs associated with the formulation of the Project's design and construction
documents as well any and all applicable permit fees associated with the Project.
12. 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 Title
Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered
to PURCHASER the following documents and instruments:
12.1 Deed and Authorizing Resolutions. SELLER shall furnish a Warranty
Deed (the "Deed ") conveying to PURCHASER 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, together with such resolutions or other applicable authorizing
documents evidencing approval of the transaction by the SELLER's governing body as the
Closing Agent and the title Company may require.
12.2 Seller's Affidavits. SELLER shall furnish to PURCHASER 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, that the SELLER will not record or enter
into documents affecting the Property after the last effective date on the Title Commitment, and
that there are no parties in possession of the Property other than SELLER. SELLER shall also
furnish to PURCHASER 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.
12,3 Closing Statement. A closing statement setting forth the Purchase Price,
all credits, adjustments and proration between PURCHASER and SELLER, all costs and
expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also
execute and deliver at Closing,
12.4 Corrective Documents. Documentation required to clear title to the
Property of all liens, encumbrances and exceptions, if any, other than Pennitted Exceptions.
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12.5 Additional Documents. Such other documents as PURCHASER 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.
13. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES.
13.1 Prorations, Taxes for the Property shall be prorated through the day
before Closing. Cash at Closing shall be increased or decreased as may be required by
prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the
current year's tax with due allowance made for maximum allowable discount. If Closing occurs
at a date when the current year's millage is not fixed and current year's assessment is available,
taxes will be prorated based upon such assessment and prior year's millage. If current year's
assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based
on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which
discloses an actual difference in the amount of the taxes estimated at Closing that exceeds
$1,000.
13.2 Closing Costs. SELLER shall pay for documentary stamps on the deed,
recording the deed and any cost associated with curing title. Purchaser shall pay all other closing
expenses. Each party shall be responsible for their respective attorneys' fees.
13.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject
to the credits, offsets and prorations set forth herein. , SELLER and PURCHASER (as applicable)
shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall,
at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a
"marked -up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and
other recordable Closing Documents in the appropriate public records.
13.4 Existing Mortgages . and Other Liens. At Closing, SELLER shall obtain,
or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments
applicable to and encumbering the Property.
14. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby
represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the
Closing Date, as follows:
14.1 Authority. The execution andidelivery of this Agreement by SELLER and
the consummation by SELLER of the transaction contemplated by this Agreement are within
SELLER'S capacity and all requisite action has been taken to make this Agreement valid and
binding on SELLER in accordance with its terms. The person executing this Agreement on
behalf of SELLER has been duly authorized to act; on behalf of and to bind SELLER, and this
Agreement represents a valid and binding obligation of SELLER.
14.2 Title, SELLER is and will he on the Closing Date, the owner of valid,
good, marketable and insurable fee simple title to the Property, free and clear of all liens,
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encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances
of record which will be discharged at Closing).
14.3 Litigation. There are no actions, suits, proceedings or investigations
pending or threatened against Seller or the Property affecting any portion of the Property,
including but not limited to condemnation actions.
14.4 Parties in Possession. There are no parties other than SELLER in
possession or with a right to possession of any portion of the Property.
14.4 Acts Affecting Property. From and after the Effective Date, SELLER
will refrain from (a) performing any grading, excavation,. construction, or making any other
change or improvement upon' or about the Property; (b) creating or incurring, or suffering to
exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other
than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances
existing on the Effective Date) and (c) committing any waste or nuisance upon the Property.
15. DEFAULT,
15,1 PURCHASER'S Default. In the event that this transaction fails to close
due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be
entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further
obligation or liabilities under this Agreement, except for those expressly provided to survive the
termination of this Agreement; provided, however, that PURCHASER shall also be responsible
for the removal of any liens asserted against the Property by persons claiming by, through or
under PURCHASER.
15.2 SELLER'S Default. In the event that SELLER fails to fully and timely to
perform any of its obligations and covenants hereunder or if SELLER is in breach of any
representations herein, PURCHASER may, at its option (i) declare SELLER in default under this
Agreement in which event PURCHASER may terminate this Agreement, receive back its
Deposit and neither party shall have any further rights hereunder or (ii) seek specific
performance.
15.3 Notice of Default. Prior to declaring a default and exercising the remedies
described herein, the non - defaulting Party shall issue a notice of default to the defaulting Party
describing the event or condition of default in sufficient detail to enable a reasonable person to
determine the action necessary to cure the default. The defaulting Party shall have fifteen (15)
days from delivery of the notice during which to cure the default, provided, however, that as to a
failure to close, the cure period shall only be three (3) business days from the delivery of notice.
Both Parties agree that if an extension is requested, such extension shall not be unreasonably
withheld. If the default has not been cured within the aforesaid period, the non - defaulting Party
may exercise the remedies described above.
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15.4 Survival. The provisions of this Section 15 shall survive the termination
of this Agreement.
16. 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: Boynton Beach Community Redevelopment Agency
Executive Director, Vivian L. Brooks
710 N. Federal Highway
Boynton Beach, Florida 33435
With a copy to: Kenneth Dodge, Esquire
Lewis, Longman & Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
If to Purchaser: Ocean Breeze Housing Partners, LP
Attention; Robby D. Block, Authorized Agent for
Partnership
8794 Boynton Beach Blvd., Suite 219
Boynton Beach, FL 33472
Telephone: (561) 990 -2614
Facsimile: (678) 218 -1520
Email: rblock@nurock.com
If to Purchaser: The NuRock Companies
Attention; Robert Hoskins
800 N. Point Parkway, Suite 125
Alpharetta, GA 30005
Telephone: (770) 552 -8070
Facsimile: (770) 552 -8748
Email:
With a copy to: Arnall Golden Gregory
Attention: Mark Gould
Suite 2100
171 Seventeenth St. NW
Atlanta, GA 30363 -1031
Telephone: (404) 873 -8782
Facsimile: (404) 873 -8783
Email:
17. BINDING OBLIGATION /ASSIGNMENT. The terms and conditions of this
00704556.1
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PURCHASE AGREBMENT/NUROCK/OBE
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Agreement are hereby made binding on, and shall inure to the benefit of; the successors and
permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement
without the prior written consent of PURCHASER, which shall not be unreasonably withheld.
This Agreement may be freely assigned by PURCHASER to an affiliated assignee of
PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the
transaction contemplated herein as if such assignee were the original party to this Agreement.
Any assignment by PURCHASER to an unrelated party shall be subject to the written approval
of SELLER, which shall not be unreasonably withheld.
18. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is
materially altered by an act of God or other natural force beyond the control of SELLER,
PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of
the Deposit and the parties shall have no further obligations under this agreement, or
PURCHASER may accept the Property without any reduction in the value of the Property. In
the event of the institution of any proceedings by any Governmental Authority which shall relate
to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in
the event of the taking of any portion of the Property by eminent domain prior to Closing,
SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right
and option to terminate this Agreement by giving SELLER written notice of PURCHASER'S
election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from
SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed
condemnation within two (2) business days after SELLER's receipt of such notification. Should
PURCHASER terminate this Agreement, the Deposit shall immediately be returned to
PURCHASER and thereafter the Parties shall be released from their respective obligations and
liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall
proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in
connection with such taking to PURCHASER.
19. BROKER FEES. The Parties hereby confirm that neither of them has dealt with
any broker in connection with the transaction contemplated by this Agreement. Each Party shall
indemnify, defend and hold harmless the other Party 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 or on its behalf with any broker or finder in connection with
this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory
limits provided within Section 768.28, Florida Statutes, and CRA does not otherwise waive its
sovereign immunity rights. The provisions of this Section shall survive Closing or termination of
this Agreement.
20. ENVIRONMENTAL CONDITIONS. 'lb the best of SELLER'S knowledge, the
Property and the use and operation thereof are in compliance with all applicable county and
governmental laws, ordinances, regulations, licenses, permits and authorizations, including,
without limitation, applicable zoning and environmental laws and regulations.
0 070155 6 -1
PURCHASE AGREEMENT/NUROCUOBE
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21. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and
PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose
of developing a multi- family affordable development.
21,1 SELLER DESIGN APPROVAL, The PURCHASER agrees that the
SELLER shall have the right to reasonably approve the design of the Project, PURCHASER
shall submit plans to the SELLER for review prior to submission to the City for approval.
SELLER shall provide comments or approval of the design to PURCHASER at its next regularly
scheduled Board meeting after PURCHASER submits plans for approval.
21.2 REQUIRED PROJECT IMPROVEMENTS. PURCHASER shall
incorporate the following design improvements into the Project:
a) If requested or required by the SELLER, the Project may be designed to
be a gated community to enhance the value of the Property. A decorative fence may be installed
around the buildings comprising the Project to create an enclosed space. If requested or required
by the SELLER, a mechanical gate may be installed at the entry and exit of the Project requiring
proof of residency for entry.
b) The Project shall have a 5' sidewalk constructed around the entirety of
the Project within the public right -of -way.
c). The Project shall have streetlights approved in design by the SELLER
and City -, placed outside the perimeter of the Project in the City right-of-way at intervals
according to the City code.
d). The Project shall have trees in species and caliper approved by the City
and SELLER installed outside the perimeter of the Project within the City right -of -way at
intervals acceptable to the City and SELLER.
21.3 Limitation on Use of Property. SELLER acknowledges that the Property
will be rezoned to Mixed -Use Low 2.
22. DEVELOPMENT TIMELINE. The following events must be documented in
writing and provided to the SELLER upon completion of each action (collectively the "Project
Elements ").
a) Submission of application to the City for site plan approval within ninety
(90) days following receipt of a binding commitment for SAIL and 4% tax credit allocation from
FHFC:
b) Achievement of site plan approval from the City by October 30, 2017
c) Approval of financing for the Project including the construction loan and
permanent financing commitment in an amount sufficient to develop the Project by December
31, 2017, PURCHASER shall provide SELLER, proof of financing for the Project.
00101556 -I
PURCHASE AGREBMB'NT/NUROCK/OBE
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d) Submission of construction documents to the City for a building permit by
January 31, 2018, Proof of permit application fees paid will be provided to the SELLER upon
submission to the City. Upon City issuance of the building permit a copy will be provided to
SELLER.
e) Groundbreaking ceremony and commencement of construction shall occur
within two (2) months following , the issuance of a building permit. SELLER will be in
attendance at the ceremony and participate in its planning.
f) Temporary or permanent certificate of occupancy to be provided within
eighteen (18) months following building permit issuance.
22.1 Default with Regard to Project Elements. If one or more of the required
Project Elements is not achieved as required in this Section and/or if the timeline outlined herein
is not strictly met, and PURCHASER has not provided SELLER with a written notice explaining
the reason or circumstances not under the control of PURCHASER that have prevented
PURCHASER from meeting the timeline, and SELLER has not agreed in writing to the same
and which approval shall not be reasonably withheld, then (a) if such events are contemplated to
occur following the Closing but fail to occur as required, then the PURCHASER shall be
required to reconvey the Property to the SELLER, this Agreement shall be terminated, and
SELLER shall be released from any and all obligations under this Agreement and (b) if such
events are contemplated to occur prior to Closing but fail to occur as required, then it shall be a
default hereunder and treated as provided in Section 15, above. The parties understand and agree
that in such instance SELLER shall be entitled to the Deposit in full and final satisfaction of
PURCHASER's obligations hereunder. SELLER agrees to work reasonably with PURCHASER
in working within the timeframes set forth above, but PURCHASER and SELLER agree that
time is of the essence.
23. MISCELLANEOUS.
23.1 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 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 Court of Florida,
oO7C4S56.1
PURCHASE AGRI?FMENT/NUROCK/OBE
Page 12 of 15
23.2 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.
23,3 Waiver. Neither the failure of a party to insist upon 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.
23,4 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
require. Provisions of this Agreement that expressly provide that they survive the Closing shall
not merge into the Deed.
23.5 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.
23.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement
and initialed by SELLER and PURCHASER shall control all printed provisions in conflict
therewith,
23.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter
into this Agreement, PURCHASER and SELLER 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.
23.8 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.
23.9 Binding Authority. Each party hereby represents and warrants to the other
that each person executing this Agreement on behalf of the PURCHASER and SELLER has full
right and lawful authority to execute this Agreement and to bind and obligate the party for whom
007015561
PURCHASE AGREEMENTfNUROCK /Ot3E
Page 13 of 15
or on whose behalf' he or she is signing with respect to all provisions contained in this
Agreement.
23,10 No Recording. This Agreement shall not be recorded in the Public
Records of Palm Beach County, Florida.
23.11 Survival. The covenants, warranties, representations, indemnities and
undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and
recording of the Deed and PURCHASER'S possession of the Property.
23.12 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.
23.13 Public Records. SELLER_is public agency subject to Chapter 119, Florida
Statutes, The PURCHASER shall comply with Florida's Public Records Law. Specifically, the
PURCHASER shall:
a. Keep and maintain public records that ordinarily and necessarily
would be required by the SELLER in connection with this Agreement;
b, Provide the public with access to such public records on the same
terms and conditions that the SELLER would provide the records and at a cost that does not
exceed that provided in chapter I l 9, Fla, Stat., or as otherwise provided by law;
c. Ensure that public records that are exempt or that are confidential
and exempt from public record requirements are not disclosed except as authorized by law; and
d, Meet all requirements for retaining and providing public records
and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER
upon termination of the contract and destroy any duplicate public records that are exempt or
confidential and exempt. All records stored electronically must be provided to the SELLER in a
format that is compatible with the information technology systems of the SELLER,
SELLER shall, upon request, provide guidance to PURCHASER as to the public records
keeping and reporting duties that are imposed upon PURCHASER as provided above and shall
take all steps reasonably required to assist PURCHASER in not violating them. The failure of'
PURCHASER to comply with the provisions set forth in this Agreement shall constitute a
Default and Breach of this Agreement. If PURCI -IASER fails to cure the default within seven
(7) days' notice from the SELLER the SELLER may terminate the Agreement,
23.14 Community Benefits Agreement. PURCHASER understands and agrees
that SELLER's obligation to close is contingent on PURCHASER's execution of a Community
Benefit Agreement at closing, in such form as required by SELLER.
SIGNATURES APPEAR ON FOLLOWING PAGES
00704 556.1
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Page 14 of 15
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective date.
PURCHASER SELLER
OCEAN BREEZE HOUSING BOYNTON BEACH COMMUNITY
PARTNERS, LP REDEVELOPMENT AGENCY
By'
C / r
,
: ..7 /
Print Name: Robby D. Block Print Name: Steven B. Grant
Title: Authroized Agent for Partnership Title: Chair
Date: 2,(1{? Date: 41/./ G
---- 7 , „,/
Witnesses:I/ /__ i 0Witnesses: 4 1- ' -- --) / r
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e
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e l
, thoje
• /
/
I
/
Approved as to form and legal sufficiency: 1 .,/,/ '''Z
gtRA Attorney
t
007045564
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Page15 of15
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 1:
PCN - 08-43-45-21-10-001-0010
Lots 3 through 12 inclusive, in Block 1, Lots 1 and 2, in Block 1, LESS all that portion of Lots l
and 2 lying West of the East right -of -way line for "Seacrest Boulevard" as shown on Road Plat
Book 5, at Page 182 and less a 20 foot return curve area for road right -of -way. PALM BEACH
COUNTRY CLUB ESTATES, according to the Plat thereof, as recorded in Plat Book 11, at
Page 43, of the Public Records of Palm Beach County, Florida.
Parcel 2:
PCN — 08- 43- 45 -21 -00 -000 -0021
The South Half of the East Half of Lot of Subdivision of the West Half of the Southeast Quarter
of Section 21, Township 45 South, Range 43 East, Less the South 125 feet thereof; Less parcels
conveyed to the City of Boynton Bach by Official Records Book 852, Page 642 and LESS the
right -of -way for "Seacrest Boulevard" as shown on Road Plat Book 5, Page 182, according to
the Plat thereof, as recorded in Plat Book 1, at Page 4, Public Records of Palm Beach County,
Florida.
0070+556.1