R18-112 1 RESOLUTION NO. R18-112
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN THE PURCHASE AND SALE AGREEMENT
6 BETWEEN THE CITY OF BOYNTON BEACH AND HABITAT
7 FOR HUMANITY OF SOUTH PALM BEACH COUNTY TO
8 CONVEY FIVE (5) VACANT LOTS ALONG NW 11TH AVENUE
9 (MODEL BLOCK); AND PROVIDING AN EFFECTIVE DATE.
10
11 WHEREAS, on May 29 and June 19, 2018, the City received requests to acquire the
12 remaining vacant lots along NW 11th Avenue for located at (1) Lot 1 —NW 11th Avenue; (2)
13 Lot 2 —NW 11th Avenue; (3) Lot 6, NW 11th Avenue; (4) 120 NW 11th Avenue; and (5) 116
14 NW 11th Avenue to construct new homes; and
15 WHEREAS, Habitat for Humanity of South Palm Beach County has been an active
16 partner in providing affordable housing in the City for many years and has been a direct
17 partner with the City and CRA in providing three(3)affordable homes within the model block
18 area; and
19 WHEREAS, staff is recommending to convey title of the five (5) parcels to Habitat
20 for Humanity of South Palm Beach County and enter into an agreement with them to construct
21 the new single family homes; and
22 WHEREAS,the City Commission has determined that it is in the best interests of the
23 residents of the City to approve a Purchase and Sale Agreement with Habitat for Humanity of
24 South Palm Beach County to convey title of the Five (5) parcels of land for the construction
25 of new single family homes.
26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
29 being true and correct and are hereby made a specific part of this Resolution upon adoption
30 hereof
31 Section 2. The City Commission does hereby approve and authorize the City
32 Manager to sign a Purchase and Sale Agreement with the Habitat for Humanity of South Palm
33 Beach County to convey title of Five (5) parcels of land located at (1) Lot 1 — NW 1 1th
34 Avenue; (2) Lot 2 —NW 11th Avenue; (3) Lot 6,NW 11th Avenue; (4) 120 NW 11th Avenue;
35 and (5) 116 NW 11th Avenue for the construction of new single family homes, a copy of the
36 Agreement is attached hereto as Exhibit"A".
37 Section 3. This Resolution shall become effective immediately upon passage.
38
39 PASSED AND ADOPTED this 7th day of August, 2018.
40 CITY OF BOYNTON BEACH, FLORIDA
41 YES NO
42
43 Mayor— Steven B. Grant
44
45 Vice Mayor—Christina L. Romelus
46
47 Commissioner—Mack McCray
48
49 Commissioner—Justin Katz
50
51 Commissioner—Joe Casello /
52
53 VOTE .§:00
54 ATTEST:
55
56
57 p
58 Jul A. Pyle, C C
59 Ci Clerk
60
61
62
63 (Corporate Seal)
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REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is
made and entered this day of , 2018, by and between the City of Boynton
Beach,a Florida municipal corporation(the"SELLER"),and Habitat for Humanity of South Palm
Beach County, Inc., a Florida not-for-profit corporation("PURCHASER").
WITNESSETH:
WHEREAS, SELLER is the fee simple owner of the following parcels: (1) Lot 1 —NW
11th Avenue; (2) Lot 2 —NW 11th Avenue; (3) Lot 6,NW 11th Avenue; (4) 120 NW 11th Avenue;
and (5) 116 NW 11th Avenue, all located in the City of Boynton Beach, Palm Beach County,
Florida, more particularly described in Exhibit"A" which is attached hereto ("Property"); and
WHEREAS, the Property is being acquired with the primary intent of constructing
affordable housing to an income eligible family; and
WHEREAS, SELLER desires to sell to PURCHASER, and PURCHASER desires to
purchase from SELLER, the Property upon the terms and conditions herein below set forth.
NOW, THEREFORE, for and in consideration of the premises, the payment of Ten
Dollars and No Cents ($10.00) in hand paid by PURCHASER to SELLER, the mutual covenants
and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties
hereto do hereby covenant and agree as follows:
1. DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have the following
meanings:
1.1 Property. The following property located at(1)Lot 1 —NW 11th Avenue;(2)Lot 2—NW 11th
Avenue; (3)Lot 6—NW 11t Avenue; (4) 120 NW 11t Avenue; and(5) 116 NW 11th Avenue, in the City of
Boynton Beach, County of Palm Beach, State of Florida (the "Property"), more particularly described in
Exhibit"A" attached hereto.
1.2 Closing Date. The Closing Date is the date on which the closing("Closing")shall occur and
shall be no later than sixty (60) calendar days from the Effective Date of this Agreement, and any extension
thereof as mutually approved by the parties.
1.3 Deed. A Special Warranty Deed, in its statutory form,which shall convey the Property from
SELLER to PURCHASER.
1.4 Effective Date. The Effective Date of this Agreement shall be the date when the last one of
the Seller and Purchaser has signed the Agreement.
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1.5 SELLER'S Address. Seller's mailing address is P.O. Box 310, Boynton Beach, FL 33425,
with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn: James A. Cherof, Esq., at 3099 East Commercial
Boulevard, Suite 200,Ft. Lauderdale, Florida 33308.
1.6 PURCHASER'S Address.Purchaser's mailing address is 181 S.E. 5th Avenue,Delray Beach,
FL 33483.
1.7. Other Definitions. The terms defined in any part of this Agreement shall have the defined
meaning wherever capitalized herein. Wherever appropriate in this Agreement,the singular shall be deemed
to refer to the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend
either or both of the other genders. As used in this Agreement,the terms "herein", "hereof' and the like refer
to this Agreement in its entirety and not to any specific section or subsection.
2. PURCHASE PRICE.
2.1 Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for TEN AND
00/100 DOLLARS ($10.00) per parcel, for the total Purchase Price of FIFTY AND 00/100 DOLLARS
($50.00)and upon and subject to the terms and conditions hereinafter set forth.
2.2 The Purchase includes:
(a) All buildings and improvements located on the Property;
(b) All right of ways, alleys, waters, privileges, easements and appurtenances which are
on or benefit all the Property;
(c) All right, title and interest, if any, of SELLER in any Land lying in the bed of any
public or private street or highway, opened or proposed, in front any of the adjoining Property to the
center line thereof The sale also includes any right of SELLER to any unpaid award to which SELLER
may be entitled: (1)due to taking by condemnation of any right,title or interest of SELLER and(2)
for any damage to the Property due to change of grade of any street or highway. SELLER will deliver
to PURCHASER at closing, or thereafter on demand, proper instruments for the conveyance of title
and the assignment and collection of award and damages;
(d) To the extent transferable, all licenses, permits, contracts and leases, if applicable,
with respect to the property.
3. INSPECTIONS.
3.1 PURCHASER shall have thirty(30)days from the Effective Date to perform inspections of
the Property as the PURCHASER deems necessary ("Inspection Period"). Within five (5) business days
following the Effective Date of the Agreement, Seller shall provide Buyer with access to the following: (1)
Documentation in Seller's possession relating to title and survey of the Property and (2) Copies of any
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environmental reports and topography, geotechnical and other studies that were previously performed for or
upon the Property in Seller's possession.
3.2 During the Inspection Period,PURCHASER shall,at its sole cost and expense,determine that
utility services including,water,waste water,electric,telephone and all other utilities are available in the proper
size and capacity to serve the existing facilities and installed to the property lines. At all times during the
Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal
business hours to the Property for purposes of on-site inspection, upon reasonable prior notice to SELLER.
The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed
appropriate under the circumstances provided however, no invasive environmental tests, surveys, audits or
inspections may be performed by PURCHASER unless SELLER has provided its written consent thereto,
which consent will not be unreasonably withheld,delayed or conditioned. PURCHASER shall promptly repair
and restore any damage to the Property caused by, and will not allow any lien or claim of lien to be recorded
as a result of PURCHASER'S inspections. To the extent permitted by law, and subject to the limitations of
Section 768.28, Florida Statutes, PURCHASER also agrees to indemnify and hold SELLER harmless from
any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from or be
connected with any acts or omissions of PURCHASER and/or its contractors and consultants—during
inspections that are done pursuant hereto which obligation shall survive termination of, or Closing under this
Agreement. Any contractors or consultants engaged by PURCHASER to perform such inspections shall be
licensed by the State of Florida and, prior to entering the Property, shall provide SELLER with evidence of
insurance coverage in an amount and with a company reasonably satisfactory to SELLER.
3.3 During the Inspection Period, the PURCHASER, at its sole discretion, shall be entitled to
terminate this Agreement for any reason. PURCHASER will provide written notice by mail or facsimile to
SELLER and/or SELLER's counsel, which notice must be received prior to the expiration of the Inspection
Period.
3.4 If during the Inspection Period PURCHASER delivers written notice to SELLER of
PURCHASER'S determination that the Property is satisfactory and is approved by PURCHASER or if
PURCHASER fails to timely deliver to SELLER any written notice exercising the termination right granted
to PURCHASER,then this Agreement shall remain in full force and effect,and the parties shall proceed to
closing.
4. SELLER'S REPRESENTATIONS.
4.1 To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S knowledge, in all material respects and except as
otherwise provided in this Agreement(i)are now true,and(ii)shall be true as of the date of the Closing unless
SELLER receives information to the contrary, in which case SELLER shall immediately provide
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PURCHASER notice of such contrary information and upon receipt PURCHASER may, in its sole discretion,
deem such contrary information material and terminate this Agreement,and(iii)shall survive the Closing:
4.2 At all times from the Effective Date until the Closing on the Property, SELLER shall keep
the Property free and clear of all liens, encumbrances and/or clouds upon title, including without limitation,
liens related to service, labor and/or materials furnished to, or for the benefit of,the Property, lis pendens,tax
liens,permit violations, code violations,ordinance violations,and SELLER shall indemnify, defend and hold
PURCHASER harmless from and against all expense and liability in connection therewith(including,without
limitation,court costs and reasonable attorney's fees).
4.3 SELLER has no actual knowledge nor has SELLER received any notice of any litigation,
claim,action or proceeding,actual or threatened,against SELLER or the Property by any organization,person,
individual or governmental agency which would affect (as to any threatened litigation, claim, action or
proceeding, in a materially adverse fashion)the use,occupancy or value of the Property or any part thereof or
which would otherwise relate to the Land.
4.4 SELLER has full power and authority to enter into this Agreement and to assume and perform
its obligations hereunder in this Agreement. No action by any federal,state or municipal or other governmental
department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid
instrument binding upon the SELLER in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the transaction contemplated hereunder on the part of the SELLER do
not and will not violate any public or corporate obligations of the SELLER and will not conflict with or result
in the breach of any condition or provision,or constitute a default under,or result in the creation or imposition
of any lien, charge or encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement,
indenture,instrument or judgment to which the SELLER is a party nor will create a lien or encumbrance upon
the Property or assets of the SELLER.
4.5 SELLER represents that SELLER will not, between the date of this Agreement and the
Closing,without PURCHASER'S prior written consent,which consent shall not be unreasonably withheld or
delayed,except in the ordinary course of business,create any encumbrances on the Property. For purposes of
this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances,
encroachments,rights-of-way, leases,easements,covenants,conditions or restrictions.
4.6 SELLER represents that there are no parties other than SELLER in possession of the Property
or any portion of the Property as a lessee.
4.7 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase
the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its
present condition so as to ensure that it shall remain substantially in the same condition from the Effective Date
to the Closing Date.
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4.8 REAL PROPERTY SOLD AS IS, WHERE IS, RELEASE: SELLER makes and shall make
no warranty regarding the title to the Property except as to any warranties which will be contained in the
instruments to be delivered by SELLER at Closing in accordance with this Agreement. SELLER makes and
shall make no representation or warranty either expressed or implied (except as specifically set forth in the
Agreement) regarding condition, operability, safety, fitness for intended purpose, use, governmental
requirements,development potential,utility availability,legal access,economic feasibility or any other matters
whatsoever with respect to the Property. The PURCHASER specifically acknowledges and agrees that
SELLER shall sell and PURCHASER shall purchase the Property on an "AS IS, WHERE IS, AND WITH
ALL FAULTS"basis and that, except for the SELLER'S representations and warranties specifically set forth
in this Agreement and those obligations described in the Development Agreement,PURCHASER is not relying
on any representations or warranties of any kind whatsoever,except as specifically set forth in this Agreement,
express or implied,from SELLER its agents,officers,or employees,as to any matters concerning the Property
including,without limitation,any matters relating to(1)the quality,nature,adequacy,or physical condition of
the Property,(2)the quality nature,adequacy or physical condition of soils, fill, geology,or any groundwater,
(3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the
development potential, income potential, expenses of the Property, (5)the Property's value, use, habitability,
or merchantability, (6)the fitness, suitability, or adequacy of the Property for any particular use or purpose,
(7)the zoning or other legal status of the Property,(8)the compliance of the Property or its operation with any
applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives,
decisions, guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any
other person or entity, including, without limitation, environmental person or entity, including without
limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other
hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the
freedom of the Property from latent or apparent vices or defects, (11)peaceable possession of the Property,
(12) environmental matters of any kind or nature whatsoever relating to the Property, (13) any development
order or agreement,or(14)any other matter or matters of any nature or kind whatsoever relating to the Property.
4.9 As used herein,the term "Hazardous Materials" means (i)those substances included within
the definitions of"hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq.,
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials
Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., as amended,
and in the regulations promulgated pursuant thereto;(ii)those substances listed in the United States Department
of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous
substances", "hazardous materials", "toxic substances"or"solid waste",(iii) such other substances, materials
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and wastes which are regulated,or classified as hazardous or toxic,under applicable local,state or federal laws,
ordinances or regulations;and any material,waste or substance which is petroleum,asbestos,polychlorinated,
biphenyls,flammable explosives or radioactive materials.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by delivery of a
Special Warranty Deed,title to the subject Property. PURCHASER may secure a title insurance commitment
issued by a title insurance underwriter approved by PURCHASER, for the subject Property insuring
PURCHASER'S title to the Property.The costs and expenses relative to the issuance of a title commitment and
an owner's title policy shall be borne by the PURCHASER.
5.2 If PURCHASER so desires to obtain title insurance on the Property,the PURCHASER shall
have Ten (10) days from the date of receiving said commitment to examine the title commitment ("Title
Inspection Period"). If PURCHASER objects to any exception to title as shown in the title commitment,
PURCHASER shall,prior to the expiration of the Inspection Period,notify SELLER in writing specifying the
specific exception(s)to which it objects. Any objection(s)of which PURCHASER has so notified SELLER,
and which SELLER chooses to cure,shall be cured by SELLER so as to enable the removal of said objection(s)
from the title commitment within Ten(10)days after PURCHASER has provided notice to SELLER. Within
five(5)days after the expiration of SELLER'S time to cure any objection,SELLER shall send to PURCHASER
a notice in writing(a"cure notice")stating either(i)that the objection has been cured and in such case enclosing
evidence of such cure,or(ii)that SELLER is either unable to cure or has chosen not to cure such objection. If
SELLER shall be unable or unwilling to cure all objections within the time period set forth in the preceding
sentence,then PURCHASER may(a)terminate this Agreement by written notice to the SELLER within five
(5)days after receipt of a cure notice specifying an uncured objection;or(b)subject to the provisions set forth
below,proceed to close the transaction contemplated herein despite the uncured objection.
5.3. Survey and Legal Description. SELLER shall not have any obligation to provide a survey.
PURCHASER shall have the obligation to obtain a survey prepared by a registered land surveyor or engineer
licensed in the State of Florida showing the boundaries of the land,and the location of any easements thereon
and certifying the number of acres (to the nearest one thousandth acre) of land contained in the Property, all
buildings, improvements and encroachments; and(ii) a correct legal description of the Property which, upon
approval thereof by PURCHASER and SELLER (not to be unreasonably withheld), shall be the legal
description used in the deed of conveyance. The survey and legal description shall be prepared and certified
by a surveyor licensed and registered in the State of Florida and shall comply with the requirements of the
survey map established in connection with the issuance of an owner's title insurance policy on the Land. The
survey shall be certified to PURCHASER and the title insurance company issuing the title insurance.
In the event the survey shows any material encroachments, strips, gores, or any portion of the land
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non-contiguous to any other portion of the Property or any other matter materially affecting the intended use
of the Property or marketability of title to the Property (any such matter is herein called a "survey objection"
and treated as a title defect), PURCHASER shall have a period of ten(10)days after receipt of the survey by
PURCHASER within which to approve or disapprove any survey objection and to give notice to SELLER of
any disapproval thereof indicating in reasonable detail the nature and reasons for PURCHASER'S objection.
PURCHASER agrees that it will not arbitrarily or unreasonably withhold its approval of any such survey
objection and that PURCHASER will attempt to approve any such survey objection which does not affect the
marketability of title or materially interfere with PURCHASER'S use of the Property. In the event
PURCHASER provides a notice of disapproval of a survey objection to SELLER,the rights and obligations of
the parties respecting such survey objections shall be governed by Section 5.2 hereof such that the parties shall
have the same rights and objections as though such survey objection objected to was a new exception to title
which was discovered and objected to within the contemplation of Section 5.2.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the following
are true and correct:
6.1 PURCHASER has full power and authority to enter into this Agreement and to assume and
perform all of its obligations hereunder.
6.2 The execution and delivery of this Agreement and the consummation of the transaction
contemplated hereunder on the part of the PURCHASER do not and will not violate the corporate or
organizational documents of PURCHASER and will not conflict with or result in the breach of any
condition or provision, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement, indenture,
instrument or judgment to which the PURCHASER is a party.
6.3 No action by any federal, state, municipal or other governmental department, commission,
board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon
PURCHASER in accordance with its terms and conditions.
6.4 All of the representations, warranties and covenants of PURCHASER contained in this
Agreement or in any other document,delivered to SELLER in connection with the transaction contemplated
herein shall be true and correct in all material respects and not in default at the time of Closing,just as
though they were made at such time.
7. CONDITIONS PRECEDENT TO CLOSING.
Each of the following events or occurrences("Conditions Precedents")shall be a condition precedent
to PURCHASER'S obligation to close this transaction:
(a) PURCHASER has completed its inspection of the Property, and performed all of its
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obligations and conditions of this Agreement.
(b) SELLER has performed all covenants, agreements and obligations, and complied
with all conditions required by this Agreement to covey clear and marketable title of the Property to
PURCHASER,prior to closing.
(c) Approval of this Agreement by the City of Boynton Beach City Commission.
8. CLOSING DOCUMENTS.
8.1 At Closing, SELLER shall deliver to PURCHASER a Special Warranty Deed, Bill of Sale, if
applicable,No Lien/Gap Affidavit,Non-Foreign Certification in accordance with Section 1445 of the Internal
Revenue Code, 1099 Form,and any other documents as listed as title requirements in Schedule B-I of the Title
Commitment to assure the conveyance of good and marketable fee simple title of the Property to the
PURCHASER.
8.2 Right to Repurchase Agreement. At Closing,PURCHASER and SELLER shall execute the
Right to Repurchase Agreement as provided herein.
9. CLOSING COSTS,TAXES AND PRORATIONS.
9.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295,Florida
Statutes,with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the
Palm Beach County Revenue Collector. In the event that,following the Closing,the actual amount of assessed
real property tax on the Property for the current year is higher than any estimate of such tax used for purposes
of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in
November. This shall survive the Closing.
9.2 Seller's Closing Costs. SELLER shall pay for the following items prior to or at Closing:
None.
9.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at
Closing:
(a)Documentary Stamps on the deed as provided under Chapter 201,Florida Statutes;
(b) Recording fees of the Warranty Deed, Right to Repurchase, Mortgage, if any, and any
other instrument as required to be recorded in the Public Records;
(c)Cost of providing marketable title as provided herein;
(d)Cost of obtaining owner's title insurance policy;
(e)Tax and Lien Search;and
(f) Survey
10. CLOSING DATE AND PLACE.
The Closing will take place on or before the expiration of sixty(60)days following the Effective Date,
at a location designated by the SELLER.
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11. TERMINATION AND DEFAULT.
11.1 Termination by Purchaser. In the event that any inspections as set forth in Section 3.
herein and any review of documents conducted by the PURCHASER relative to the Property during the
Inspection Period, prove unsatisfactory in any fashion,the PURCHASER,at its sole discretion,shall be entitled
to terminate this Agreement. PURCHASER will provide written notice of said termination by mail or facsimile
to SELLER no later than the date of expiration of the Inspection Period
11.2 Default. In the event of a default by SELLER,SELLER shall pay to PURCHASER all funds
expended by PURCHASER on the development, improvement, or maintenance of the Property, prior to the
Closing. Further, if SELLER defaults, PURCHASER shall have the election of the following remedies: (1)
seek damages incurred by PURCHASER resulting from SELLER'S default; or(2)equitable relief to enforce
the terms and conditions of this Agreement through a decree for specific performance and/or injunctive relief.
11.3 In the event of default by PURCHASER, SELLER shall have the election of the following
remedies: (1) seek damages incurred by SELLER resulting from PURCHASER'S default, including without
limitation; or(2) equitable relief to enforce the terms and conditions of this Agreement through a decree for
specific performance and/or injunctive relief.
12. RIGHT TO REPURCHASE. SELLER expressly reserves the right at its sole option and election,
to repurchase each of the individual lots identified in Exhibit "A" for the same Purchase Price as paid by
PURCHASER to SELLER hereunder, in the event the SELLER shall fail to construct and obtain certificates
of occupancy for five single family residences, one residence on each of the five(5) lots identified in Exhibit
"A", within five hundred forty (540) days of the Closing Date; subject, however, to extensions for delays
attributable to force majeure as hereinafter provided. Accordingly, prior to closing, PURCHASER and
SELLER shall enter into a separate Right to Repurchase Agreement for each lot identified in Exhibit "A",
which is to be recorded in the Public Records of Palm Beach County,Florida,and provide for the ability of the
SELLER to repurchase each individual lot for the same Purchase Price from the PURCHASER.
Notwithstanding the provisions of the immediately preceding sentences, the dates provided above may be
extended on a day for day basis for delays occasioned by acts of God,catastrophe and inclement weather which
is in excess of those days normally forecasted by the National Weather Service for the given month in South
Florida which interfere with construction,unforeseen physical conditions on the site,unavailability or shortages
of material or labor, labor disputes, governmental approvals or restrictions and any appeals thereof,claims or
lawsuits by any third party(whether individual or otherwise)threatened or instituted to prevent the issuance of
any approvals or permits,the commencement of construction or otherwise stop construction of the development
after commencement, or other matters beyond the reasonable control of PURCHASER (collectively "Force
Majeure"). By the tenth (10) business day of each of month, PURCHASER shall deliver or cause to be
delivered to SELLER a list of the days during each proceeding month as to which PURCHASER believes the
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Force Majeure provisions apply and the reasons therefore. SELLER shall, within ten(10)business days after
receipt of any such list provide notice to PURCHASER as to whether SELLER disputes that any of the days
set forth on that list would give rise to an extension of time for PURCHASER's performance based on Force
Majeure. Any days claimed to be subject to the foregoing Force Majeure provision by PURCHASER which
are not so disputed by SELLER within said time period shall be deemed approved by SELLER. In the event of
a dispute between SELLER and PURCHASER as to whether there has been a commencement of construction
as provided in this Section or whether a claim for delay is valid or otherwise in connection with this Agreement
and the transactions contemplated thereby shall be endeavored to be resolved and settled by mediation using a
mutually acceptable third-party mediator. Such mediator shall be appointed upon the written demand of either
party.Upon such appointment,the mediation shall be held within fifteen(15)days at a mutually agreeable site
in Palm Beach County, Florida. The fees and expenses of such mediator shall be born equally by the parties
hereto. In the event of the failure of the parties to settle the dispute by mediation, either party may bring the
dispute for legal redress before the City Court in and for Palm Beach County,Florida.
13. BROKER. The parties each represent to the other that they have not dealt with any real estate
broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or
brokerage commission in accordance with Florida law.
14. ENFORCEABILITY. If any provision in this Agreement shall be held to be excessively broad, it
shall be construed,by limiting and reducing it,to be enforceable to the extent compatible with applicable law.
If any provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or
unenforceable,such illegality or unenforceability shall not affect any other provision of this Agreement.
15. NOTICE.
All written notices shall be deemed effective if sent to the following places:
PURCHASER: Habitat for Humanity of South Palm Beach County
181 S.E. 5th Avenue
Delray Beach,FL 33483
Attn: Randy Nobles,President/CEO
SELLER: City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425
Attn: Lori LaVerriere,City Manager
With Copy to: James A. Cherof,Esq.
GOREN,CHEROF,DOODY &EZROL,P.A.
3099 East Commercial Boulevard,#200
Fort Lauderdale,Florida 33308
Tel: (561)276-9400
Fax: (954)771-4923
{00243453 2 306-9905341}
10
16. GOVERNING LAW & VENUE. This Agreement shall be governed by the laws of the State of
Florida. Each party agrees that the Circuit Court for the Fifteenth Judicial Circuit in and for Palm Beach
County shall be the exclusive jurisdiction and venue of any litigation or special proceeding to resolve any
dispute or claim arising from or related to or connected with this Agreement, including any claims based upon
equity,statute,common law or rule. The parties hereby waive any objection to such forum based upon venue
or forum non convenient grounds.
17. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and
PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement.
18. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect
unless in writing and executed by both SELLER and PURCHASER.
19. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, successors
and assigns of SELLER and PURCHASER. Any assignment of this Agreement must be approved by the City
of Boynton Beach City Commission.
20. COUNTERPARTS: This Agreement may be executed in two or more counterparts,each of which
shall be taken to be an original and all collectively deemed one instrument. The parties hereto agree that a
facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals.
21. LITIGATION COSTS. In connection with any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred,
including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
22. WAIVER OF JURY TRIAL. Each party hereby knowingly,voluntarily and intentionally waives
any and all rights it may have to a trial by jury in respect of any dispute, litigation or court action(including,
but not limited to, any claims, crossclaims or third-party claims) arising from, growing out of, or related to
this Agreement. The parties acknowledge that this waiver is a significant consideration to, and a material
inducement for the parties to enter into this Agreement. Each party hereby certifies that no representative or
agent of the other party has represented, expressly or otherwise,that either party would not, in the event of
such litigation, seek to enforce this waiver of right to jury trial provision.
23. PRECEDENCE. In the event of conflict, handwritten provisions shall take precedence over
typewritten and printed provisions. Typewritten provisions shall take precedence over printed provisions.
24. DRAFTING. This Agreement has been negotiated and drafted mutually by the parties and shall be
construed and interpreted as if both parties drafted same so that neither party shall be entitled to the benefits
of any rules of construction, interpretation or enforcement against the drafters.
(00243453.2 306-9905341)
11
IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates indicated
above:
ATTEST: CITY OF BOYNTON BEACH, a municipal
corporation of the State of Florida
By:
Judith Pyle, City Clerk Steven Grant, Mayor
Approved as to Form:
(SEAL)
Office of the City Attorney
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this day of ,
20 , by Steven Grant, as Mayor of the City of Boynton Beach, Judith Pyle, City Clerk of the
City of Boynton Beach, for the City of Boynton Beach, who are personally known to me or have
produced as identification.
My Commission expires:
Notary Public, State of Florida
Printed Name of Notary Public
HABITAT FOR HUMANITY OF SOUTH
PALM BEACH COUNTY, INC., a Florida
not-for-profit corporation
By:
Print Name:
Title:
ATTEST:
{00243453,2 306-9905341)
12
By:
Print Name:
Title: (CORPORATE SEAL)
STATE OF FLORIDA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
20 , by , and as and of
Habitat for Humanity of South Palm Beach County, Inc., a Florida not-for-profit corporation, who
is personally known to me or has produced a as identification, on behalf of
Habitat for Humanity of South Palm Beach County, Inc., and has executed the foregoing
instrument on behalf of Habitat for Humanity of South Palm Beach County, Inc.
My commission Expires:
Notary Public, State of Florida
Printed Name of Notary Public
(00243453.2 306-9905341)
13
EXHIBIT "A"
LEGAL DESCRIPTIONS
Parcel 1:
Lot 1 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue,Boynton Beach, FL
Folio No.: Pending issuance from PNC PAPA
Parcel 2:
Lot 2 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue, Boynton Beach, FL
Folio No.: Pending issuance from PNC PAPA
Parcel 3:
Lot 6 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue,Boynton Beach,FL
Folio No.: Pending issuance from PNC PAPA
Parcel 4:
120 NW 11th Avenue
Folio No.: 08-43-45-21-19-000-0140
Parcel 5:
116 NW 11th Avenue
Folio No.: 08-43-45-21-19-000-0150
Legal descriptions to be confirmed by survey to be provided
{00243453.2 306-9905341}
14
\
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is
made and entered this aD day o , 2018, by and between the City of Boynton
Beach, a Florida municipal corporatio (the "SELLER"), and Boynton Beach Faith-Based
Community Development Corporation, a Florida not-for-profit corporation ("PURCHASER").
WITNESSETH:
WHEREAS, SELLER is the fee simple owner of the following parcels: (1) Lot 3 - NW
11th Avenue; (2) Lot 4—NW 11th Avenue; (3) Lot 5—NW 11th Avenue; (4) 124 NW I 1th Avenue;
and (5) 128 NW 11th Avenue; all located in the City of Boynton Beach, Palm Beach County,
Florida, more particularly described in Exhibit"A"which is attached hereto ("Property"); and
WHEREAS, the Property is being acquired with the primary intent of constructing
affordable housing to an income eligible family; and
WHEREAS, SELLER desires to sell to PURCHASER, and PURCHASER desires to
purchase from SELLER,the Property upon the terms and conditions herein below set forth.
NOW, THEREFORE, for and in consideration of the premises, the payment of Ten
Dollars and No Cents ($10.00) in hand paid by PURCHASER to SELLER, the mutual covenants
and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties
hereto do hereby covenant and agree as follows:
1. DEFINITIONS.
The following terms when used in this Agreement for Purchase and Sale shall have the following
meanings:
1.1 Property. The following property located at(1)Lot 3 -NW 11th Avenue; (2) Lot 4—NW
11th Avenue;(3)Lot 5—NW 11th Avenue;(4) 124 NW 11th Avenue; and(5) 128 NW 1lth Avenue,
in the City of Boynton Beach,Palm Beach County, State of Florida (the"Property"),more particularly
described in Exhibit"A" attached hereto.
1.2 Closing Date. The Closing Date is the date on which the closing("Closing")shall occur and
shall be no later than sixty (60) calendar days from the Effective Date of the Agreement, and any extension
thereof as mutually approved by the parties.
1.3 Deed. A Special Warranty Deed,in its statutory form,which shall convey the Property from
SELLER to PURCHASER.
1.4 Effective Date. The Effective Date of this Agreement shall be the date when the last one of
the Seller and Purchaser has signed the Agreement.
{00243687.3 306-9905342)
1
1.5 SELLER'S Address. Seller's mailing address is P.O. Box 310, Boynton Beach, FL 33425,
with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn: James A. Cherof, Esq., at 3099 East Commercial
Boulevard,Suite 200,Ft.Lauderdale,Florida 33308.
1.6 PURCHASER'S Address. Purchaser's mailing address is 2191 N. Seacrest Boulevard, P.O.
Box 337, Boynton Beach,FL 33425.
1.7. Other Definitions. The terms defined in any part of this Agreement shall have the defined
meaning wherever capitalized herein. Wherever appropriate in this Agreement, the singular shall be deemed
to refer to the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend
either or both of the other genders. As used in this Agreement,the terms"herein", "hereof" and the like refer
to this Agreement in its entirety and not to any specific section or subsection.
2. PURCHASE PRICE.
2.1 Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for the total
Purchase Price of TEN AND 00/100 DOLLARS ($10.00) and upon and subject to the terms and conditions
hereinafter set forth.
2.2 The Purchase includes:
(a) All buildings and improvements located on the Property;
(b) All right of ways, alleys,waters,privileges,easements and appurtenances which are
on or benefit all the Property;
(c) All right, title and interest, if any, of SELLER in any Land lying in the bed of any
public or private street or highway, opened or proposed, in front any of the adjoining Property to the
center line thereof. The sale also includes any right of SELLER to any unpaid award to which SELLER
may be entitled: (1)due to taking by condemnation of any right,title or interest of SELLER and(2)
for any damage to the Property due to change of grade of any street or highway. SELLER will deliver
to PURCHASER at closing, or thereafter on demand, proper instruments for the conveyance of title
and the assignment and collection of award and damages;
(d) To the extent transferable, all licenses, permits, contracts and leases, if applicable,
with respect to the property.
3. INSPECTIONS.
3.1 PURCHASER shall have thirty (30) days from the Effective Date to perform inspections of
the Property as the PURCHASER deems necessary ("Inspection Period"). Within five (5) business days
following the Effective Date of the Agreement, Seller shall provide Buyer with access to the following: (1)
Documentation in Seller's possession relating to title and survey of the Property and (2) Copies of any
100243687.3 306-9905342)
2
environmental reports and topography, geotechnical and other studies that were previously performed for or
upon the Property in Seller's possession.
3.2 During the Inspection Period,PURCHASER shall,at its sole cost and expense,determine that
utility services including,water,waste water,electric,telephone and all other utilities are available in the proper
size and capacity to serve the existing facilities and installed to the property lines. At all times during the
Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal
business hours to the Property for purposes of on-site inspection, upon reasonable prior notice to SELLER.
The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed
appropriate under the circumstances provided however, no invasive environmental tests, surveys, audits or
inspections may be performed by PURCHASER unless SELLER has provided its written consent thereto,
which consent will not be unreasonably withheld,delayed or conditioned. PURCHASER shall promptly repair
and restore any damage to the Property caused by, and will not allow any lien or claim of lien to be recorded
as a result of PURCHASER'S inspections. To the extent permitted by law, and subject to the limitations of
Section 768.28, Florida Statutes, PURCHASER also agrees to indemnify and hold SELLER harmless from
any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from or be
connected with any acts or omissions of PURCHASER and/or its contractors and consultants=during
inspections that are done pursuant hereto which obligation shall survive termination of, or Closing under this
Agreement. Any contractors or consultants engaged by PURCHASER to perform such inspections shall be
licensed by the State of Florida and, prior to entering the Property, shall provide SELLER with evidence of
insurance coverage in an amount and with a company reasonably satisfactory to SELLER.
3.3 During the Inspection Period, the PURCHASER, at its sole discretion, shall be entitled to
terminate this Agreement for any reason. PURCHASER will provide written notice by mail or facsimile to
SELLER and/or SELLER's counsel, which notice must be received prior to the expiration of the Inspection
Period.
3.4 If during the Inspection Period PURCHASER delivers written notice to SELLER of
PURCHASER'S determination that the Property is satisfactory and is approved by PURCHASER or if
PURCHASER fails to timely deliver to SELLER any written notice exercising the termination right granted
to PURCHASER,then this Agreement shall remain in full force and effect,and the parties shall proceed to
closing.
4. SELLER'S REPRESENTATIONS.
4.1 To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S knowledge, in all material respects and except as
otherwise provided in this Agreement(i)are now true,and(ii)shall be true as of the date of the Closing unless
SELLER receives information to the contrary, in which case SELLER shall immediately provide
100243687.3 306-9905342)
3
PURCHASER notice of such contrary information and upon receipt PURCHASER may, in its sole discretion,
deem such contrary information material and terminate this Agreement,and(iii)shall survive the Closing:
4.2 At all times from the Effective Date until the Closing on the Property, SELLER shall keep
the Property free and clear of all liens, encumbrances and/or clouds upon title, including without limitation,
liens related to service, labor and/or materials furnished to, or for the benefit of,the Property, lis pendens,tax
liens,permit violations,code violations,ordinance violations, and SELLER shall indemnify,defend and hold
PURCHASER harmless from and against all expense and liability in connection therewith(including,without
limitation,court costs and reasonable attorney's fees).
4.3 SELLER has no actual knowledge nor has SELLER received any notice of any litigation,
claim,action or proceeding,actual or threatened,against SELLER or the Property by any organization,person,
individual or governmental agency which would affect (as to any threatened litigation, claim, action or
proceeding,in a materially adverse fashion)the use,occupancy or value of the Property or any part thereof or
which would otherwise relate to the Land.
4.4 SELLER has full power and authority to enter into this Agreement and to assume and perform
its obligations hereunder in this Agreement. No action by any federal,state or municipal or other governmental
department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid
instrument binding upon the SELLER in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the transaction contemplated hereunder on the part of the SELLER do
not and will not violate any public or corporate obligations of the SELLER and will not conflict with or result
in the breach of any condition or provision,or constitute a default under,or result in the creation or imposition
of any lien, charge or encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement,
indenture,instrument or judgment to which the SELLER is a party nor will create a lien or encumbrance upon
the Property or assets of the SELLER.
4.5 SELLER represents that SELLER will not, between the date of this Agreement and the
Closing,without PURCHASER'S prior written consent,which consent shall not be unreasonably withheld or
delayed,except in the ordinary course of business,create any encumbrances on the Property. For purposes of
this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances,
encroachments,rights-of-way,leases,easements,covenants,conditions or restrictions.
4.6 SELLER represents that there are no parties other than SELLER in possession of the Property
or any portion of the Property as a lessee.
4.7 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase
the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its
present condition so as to ensure that it shall remain substantially in the same condition from the Effective Date
to the Closing Date.
100243687.3 306-9905342}
4
4.8 REAL PROPERTY SOLD AS IS,WHERE IS,RELEASE: SELLER makes and shall make
no warranty regarding the title to the Property except as to any warranties which will be contained in the
instruments to be delivered by SELLER at Closing in accordance with this Agreement. SELLER makes and
shall make no representation or warranty either expressed or implied (except as specifically set forth in the
Agreement) regarding condition, operability, safety, fitness for intended purpose, use, governmental
requirements,development potential,utility availability,legal access,economic feasibility or any other matters
whatsoever with respect to the Property. The PURCHASER specifically acknowledges and agrees that
SELLER shall sell and PURCHASER shall purchase the Property on an"AS IS, WHERE IS, AND WITH
ALL FAULTS"basis and that,except for the SELLER'S representations and warranties specifically set forth
in this Agreement and those obligations described in the Development Agreement,PURCHASER is not relying
on any representations or warranties of any kind whatsoever,except as specifically set forth in this Agreement,
express or implied,from SELLER its agents,officers,or employees,as to any matters concerning the Property
including,without limitation,any matters relating to(1)the quality,nature,adequacy,or physical condition of
the Property,(2)the quality nature,adequacy or physical condition of soils,fill,geology,or any groundwater,
(3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the
development potential, income potential, expenses of the Property,(5)the Property's value, use,habitability,
or merchantability, (6)the fitness, suitability, or adequacy of the Property for any particular use or purpose,
(7)the zoning or other legal status of the Property,(8)the compliance of the Property or its operation with any
applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives,
decisions, guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any
other person or entity, including, without limitation, environmental person or entity, including without
limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other
hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the
freedom of the Property from latent or apparent vices or defects, (11) peaceable possession of the Property,
(12) environmental matters of any kind or nature whatsoever relating to the Property, (13) any development
order or agreement,or(14)any other matter or matters of any nature or kind whatsoever relating to the Property.
4.9 As used herein, the term "Hazardous Materials" means (i) those substances included within
the definitions of"hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq.,
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials
Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., as amended,
and in the regulations promulgated pursuant thereto;(ii)those substances listed in the United States Department
of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous
substances","hazardous materials", "toxic substances"or"solid waste",(iiisuch other substances,materials
100243687.3 306-9905342)
5
and wastes which are regulated,or classified as hazardous or toxic,under applicable local,state or federal laws,
ordinances or regulations;and any material,waste or substance which is petroleum,asbestos,polychlorinated,
biphenyls,flammable explosives or radioactive materials.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by delivery of a
Special Warranty Deed,title to the subject Property.PURCHASER may secure a title insurance commitment
issued by a title insurance underwriter approved by PURCHASER, for the subject Property insuring
PURCHASER'S title to the Property.The costs and expenses relative to the issuance of a title commitment and
an owner's title policy shall be borne by the PURCHASER.
5.2 If PURCHASER so desires to obtain title insurance on the Property,the PURCHASER shall
have Ten (10) days from the date of receiving said commitment to examine the title commitment ("Title
Inspection Period"). If PURCHASER objects to any exception to title as shown in the title commitment,
PURCHASER within ten (10) days of expiration of the Inspection Period shall notify SELLER in writing
specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so
notified SELLER,and which SELLER chooses to cure,shall be cured by SELLER so as to enable the removal
of said objection(s)from the title commitment within Ten(10)days after PURCHASER has provided notice
to SELLER. Within five(5)days after the expiration of SELLER'S time to cure any objection,SELLER shall
send to PURCHASER a notice in writing(a"cure notice")stating either(i)that the objection has been cured
and in such case enclosing evidence of such cure, or(ii)that SELLER is either unable to cure or has chosen
not to cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time period
set forth in the preceding sentence,then PURCHASER may(a)terminate this Agreement by written notice to
the SELLER within five(5)days after receipt of a cure notice specifying an uncured objection;or(b)subject
to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured
objection.
5.3. Survey and Legal Description. SELLER shall not have any obligation to provide a survey.
PURCHASER shall have the obligation to obtain a survey prepared by a registered land surveyor or engineer
licensed in the State of Florida showing the boundaries of the land,and the location of any easements thereon
and certifying the number of acres (to the nearest one thousandth acre) of land contained in the Property, all
buildings, improvements and encroachments; and(ii)a correct legal description of the Property which, upon
approval thereof by PURCHASER and SELLER (not to be unreasonably withheld), shall be the legal
description used in the deed of conveyance. The survey and legal description shall be prepared and certified
by a surveyor licensed and registered in the State of Florida and shall comply with the requirements of the
survey map established in connection with the issuance of an owner's title insurance policy on the Land. The
survey shall be certified to PURCHASER and the title insurance company issuing the title insurance.
100243687.3 306-9905342}
6
In the event the survey shows any material encroachments, strips, gores, or any portion of the land
non-contiguous to any other portion of the Property or any other matter materially affecting the intended use
of the Property or marketability of title to the Property(any such matter is herein called a"survey objection"
and treated as a title defect),PURCHASER shall have a period of ten(10)days after receipt of the survey by
PURCHASER within which to approve or disapprove any survey objection and to give notice to SELLER of
any disapproval thereof indicating in reasonable detail the nature and reasons for PURCHASER'S objection.
PURCHASER agrees that it will not arbitrarily or unreasonably withhold its approval of any such survey
objection and that PURCHASER will attempt to approve any such survey objection which does not affect the
marketability of title or materially interfere with PURCHASER'S use of the Property. In the event
PURCHASER provides a notice of disapproval of a survey objection to SELLER,the rights and obligations of
the parties respecting such survey objections shall be governed by Section 5.2 hereof such that the parties shall
have the same rights and objections as though such survey objection objected to was a new exception to title
which was discovered and objected to within the contemplation of Section 5.2.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the following
are true and correct:
6.1 PURCHASER has full power and authority to enter into this Agreement and to assume and
perform all of its obligations hereunder.
6.2 The execution and delivery of this Agreement and the consummation of the transaction
contemplated hereunder on the part of the PURCHASER do not and will not violate the corporate or
organizational documents of PURCHASER and will not conflict with or result in the breach of any
condition or provision, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the terms of any contract,mortgage, lien, lease, agreement, indenture,
instrument or judgment to which the PURCHASER is a party.
6.3 No action by any federal, state, municipal or other governmental department, commission,
board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon
PURCHASER in accordance with its terms and conditions.
6.4 All of the representations, warranties and covenants of PURCHASER contained in this
Agreement or in any other document,delivered to SELLER in connection with the transaction contemplated
herein shall be true and correct in all material respects and not in default at the time of Closing,just as
though they were made at such time.
7. CONDITIONS PRECEDENT TO CLOSING.
Each of the following events or occurrences("Conditions Precedents")shall be a condition precedent
{00243687.3 306-9905342)
7
to PURCHASER'S obligation to close this transaction:
(a) PURCHASER has completed its inspection of the Property, and performed all of its
obligations and conditions of this Agreement.
(b) SELLER has performed all covenants, agreements and obligations, and complied
with all conditions required by this Agreement to covey clear and marketable title of the Property to
PURCHASER,prior to closing.
(c) Approval of this Agreement by the City of Boynton Beach City Commission.
8. CLOSING DOCUMENTS.
8.1 At Closing, SELLER shall deliver to PURCHASER a Special Warranty Deed,Bill of Sale,if
applicable,No Lien/Gap Affidavit,Non-Foreign Certification in accordance with Section 1445 of the Internal
Revenue Code, 1099 Form,and any other documents as listed as title requirements in Schedule B-I of the Title
Commitment to assure the conveyance of good and marketable fee simple title of the Property to the
PURCHASER.
8.2 Right to Repurchase Agreement. At Closing,PURCHASER and SELLER shall execute the
Right to Repurchase Agreement as provided herein.
9. CLOSING COSTS,TAXES AND PRORATIONS.
9.1 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295,Florida
Statutes,with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the
Palm Beach County Revenue Collector.In the event that,following the Closing,the actual amount of assessed
real property tax on the Property for the current year is higher than any estimate of such tax used for purposes
of the Closing,the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in
November. This shall survive the Closing.
9.2 Seller's Closing Costs. SELLER shall pay for the following items prior to or at Closing:
None.
9.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at
Closing:
(a)Documentary Stamps on the deed as provided under Chapter 201, Florida Statutes;
(b) Recording fees of the Warranty Deed, Right to Repurchase, Mortgage, if any, and any
other instrument as required to be recorded in the Public Records;
(c)Cost of providing marketable title as provided herein;
(d)Cost of obtaining owner's title insurance policy;
(e)Tax and Lien Search;and
(f)Survey
10. CLOSING DATE AND PLACE.
{00243687.3 306-99053421
8
The Closing will take place on or before sixty (60) days following the Effective Date, at a location
designated by the SELLER.
11. TERMINATION AND DEFAULT.
11.1 Termination by Purchaser. In the event that any inspections as set forth in Section 3.
herein and any review of documents conducted by the PURCHASER relative to the Property during the
Inspection Period, prove unsatisfactory in any fashion,the PURCHASER,at its sole discretion,shall be entitled
to terminate this Agreement. PURCHASER will provide written notice of said termination by mail or facsimile
to SELLER no later than the date of expiration of the Inspection Period
11.2 Default. In the event of a default by SELLER,SELLER shall pay to PURCHASER all funds
expended by PURCHASER on the development, improvement, or maintenance of the Property, prior to the
Closing. Further, if SELLER defaults, PURCHASER shall have the election of the following remedies: (1)
seek damages incurred by PURCHASER resulting from SELLER'S default; or(2)equitable relief to enforce
the terms and conditions of this Agreement through a decree for specific performance and/or injunctive relief.
11.3 In the event of default by PURCHASER, SELLER shall have the election of the following
remedies: (1) seek damages incurred by SELLER resulting from PURCHASER'S default, including without
limitation; or(2) equitable relief to enforce the terms and conditions of this Agreement through a decree for
specific performance and/or injunctive relief.
12. RIGHT TO REPURCHASE. SELLER expressly reserves the right at its sole option and election,
to repurchase each of the individual lots identified in Exhibit "A" for the same Purchase Price as paid by
PURCHASER to SELLER hereunder, in the event the SELLER shall fail to construct and obtain certificates
of occupancy for five single family residences, one residence on each of the five(5)lots identified in Exhibit
"A", within five hundred forty (540) days of the Closing Date; subject, however, to extensions for delays
attributable to force majeure as hereinafter provided. Accordingly, prior to closing, PURCHASER and
SELLER shall enter into a separate Right to Repurchase Agreement for each lot identified in Exhibit "A",
which is to be recorded in the Public Records of Palm Beach County,Florida,and provide for the ability of the
SELLER to repurchase each individual lot for the same Purchase Price from the PURCHASER.
Notwithstanding the provisions of the immediately preceding sentences, the dates provided above may be
extended on a day for day basis for delays occasioned by acts of God,catastrophe and inclement weather which
is in excess of those days normally forecasted by the National Weather Service for the given month in South
Florida which interfere with construction,unforeseen physical conditions on the site,unavailability or shortages
of material or labor, labor disputes,governmental approvals or restrictions and any appeals thereof,claims or
lawsuits by any third party(whether individual or otherwise)threatened or instituted to prevent the issuance of
any approvals or permits,the commencement of construction or otherwise stop construction of the development
after commencement, or other matters beyond the reasonable control of PURCHASER (collectively "Force
1002436873 306-9905342}
9
Majeure"). By the tenth (10) business day of each of month, PURCHASER shall deliver or cause to be
delivered to SELLER a list of the days during each proceeding month as to which PURCHASER believes the
Force Majeure provisions apply and the reasons therefore. SELLER shall,within ten(10)business days after
receipt of any such list provide notice to PURCHASER as to whether SELLER disputes that any of the days
set forth on that list would give rise to an extension of time for PURCHASER's performance based on Force
Majeure. Any days claimed to be subject to the foregoing Force Majeure provision by PURCHASER which
are not so disputed by SELLER within said time period shall be deemed approved by SELLER. In the event of
a dispute between SELLER and PURCHASER as to whether there has been a commencement of construction
as provided in this Section or whether a claim for delay is valid or otherwise in connection with this Agreement
and the transactions contemplated thereby shall be endeavored to be resolved and settled by mediation using a
mutually acceptable third-party mediator. Such mediator shall be appointed upon the written demand of either
party.Upon such appointment,the mediation shall be held within fifteen(15)days at a mutually agreeable site
in Palm Beach County, Florida. The fees and expenses of such mediator shall be born equally by the parties
hereto. In the event of the failure of the parties to settle the dispute by mediation, either party may bring the
dispute for legal redress before the City Court in and for Palm Beach County,Florida.
13. BROKER. The parties each represent to the other that they have not dealt with any real estate
broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or
brokerage commission in accordance with Florida law.
14. ENFORCEABILITY. If any provision in this Agreement shall be held to be excessively broad, it
shall be construed,by limiting and reducing it,to be enforceable to the extent compatible with applicable law.
If any provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or
unenforceable,such illegality or unenforceability shall not affect any other provision of this Agreement.
15. NOTICE.
All written notices shall be deemed effective if sent to the following places:
PURCHASER: Boynton Beach Faith Based Community Development Corporation
2191 N. Seacrest Boulevard
P.O. Box 337
Boynton Beach,FL 33425
Attn:Keturah Joseph,Executive Director
SELLER: City of Boynton Beach
P.O.Box 310
Boynton Beach,FL 33425
Attn:Lori LaVerriere,City Manager
With Copy to: James A.Cherof,Esq.
GOREN,CHEROF,DOODY&EZROL,P.A.
100243687.3 306-9905342}
10
3099 East Commercial Boulevard,#200
Fort Lauderdale,Florida 33308
Tel: (561)276-9400
Fax:(954)771-4923
16. GOVERNING LAW & VENUE. This Ageement shall be governed by the laws of the State of
Florida. Each party agrees that the Circuit Court for the Fifteenth Judicial Circuit in and for Palm Beach
County shall be the exclusive jurisdiction and venue of any litigation or special proceeding to resolve any
dispute or claim arising from or related to or connected with this Agreement,including any claims based upon
equity,statute,common law or rule. The parties hereby waive any objection to such forum based upon venue
or forum non convenient grounds.
17. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and
PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement.
18. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect
unless in writing and executed by both SELLER and PURCHASER.
19. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, successors
and assigns of SELLER and PURCHASER. Any assignment of this Agreement must be approved by the City
of Boynton Beach City Commission.
20. COUNTERPARTS: This Agreement may be executed in two or more counterparts,each of which
shall be taken to be an original and all collectively deemed one instrument. The parties hereto agree that a
facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals.
21. LITIGATION COSTS. In connection with any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred,
including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
22. WAIVER OF JURY TRIAL. Each party hereby knowingly,voluntarily and intentionally waives
any and all rights it may have to a trial by jury in respect of any dispute, litigation or court action(including,
but not limited to, any claims, crossclaims or third-party claims) arising from, growing out of, or related to
this Agreement. The parties acknowledge that this waiver is a significant consideration to, and a material
inducement for the parties to enter into this Agreement. Each party hereby certifies that no representative or
agent of the other party has represented, expressly or otherwise, that either party would not, in the event of
such litigation,seek to enforce this waiver of right to jury trial provision.
23. PRECEDENCE. In the event of conflict, handwritten provisions shall take precedence over
typewritten and printed provisions.Typewritten provisions shall take precedence over printed provisions.
{00243687.3 306-9905342{
11
24. DRAFTING. This Agreement has been negotiated and drafted mutually by the parties and shall be
construed and interpreted as if both parties drafted same so that neither party shall be entitled to the benefits
of any rules of construction, interpretation or enforcement against the drafters.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates indicated
above:
ATTEST: CITY OF BOYNTON BEACH, a municipal
corporati oft e,,t,e e,, of Flori
,1' a)4
By: ,
Judi yle, City Cl k Steven Grant, Mayor
. -
Approve' as to 'orm:
AL...di
__U,
Of of the Cit i"orney .'
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 1 6 day of
20 ViS , by Steven Grant, as Mayor of the City of Boynton Beach, Judith Pyle, City Cle k of the
City of Boynton Beach, for the City of Boynton Beach,3y.13.0 are personally known to me or have
produced as identification.
Commission ex ires:My Com p �'�S\� A 49.6-) Levtii
Notary Public, St e of Florida
►ammy L. Stanzione
Printed Name of Notary Public
:044/{4,.. TAMMY L$TANZIONE
•'2 MY COMMISSION$$FF213683
`: p EXPIRES March 25.2019
4407,34.0153 noridallo.alSoMu l con,
BOYNTON BEACH FAITH BASED
COMMUNITY DEVELOPMENT
CORPORATION., a Florida not-for-profit
corporation
)00243687.3 306-9905342)
12
dir
By: e
i
Print Name: - df2 j '
Title: eX€.CUae 4r€/rile.
ATTEST:
By: / /fit;, --1-�
r
Print Name:/1 alL'a72 j—c,' i S,')-L..-
Title: _I /, ' (CORPORATE SEAL)
STATE OF FLORIDA )
COUNTY OF?4,4-604)
1ikThe eg in inst ent was acknowledged be re me this,? day of1,1161(i__,
20 (g , by t� ,; H-, and as e1tl1Vf..- ►'fe and of
Boynton Beach elopment Corporation, a Florida not-for-profit
corporation, or has produced a as
identification, on behalf of Boynton Beach Faith Base. Community Devel,p ent Corporation,
and has executed the foregoing instrument on behalf o I pynton Beach F. th rased ommunity
Development Corporation.
My commission Expires: \ AA L�L,��A iL �I 11_
Notary o lic�re QfEFAlor]t0
OW
stuistooiaarlrag/Pi kAitnulPovuoe r•;I 3z. Printed Name of Notary Public
MMCCMawr sandx3_die
s: ' •`'•,s.
S)IOOtl9Y3HSYWVHUNV3HS %1':!::"'!'
I 4:iiik.. SHEANITHALASHEABROOKS
., -. „, Commission#GG 245307
',..!.t).,,,--,A`.=Expires January 17,2020
•'E2 ! ' Bonded TWu Trot Fain Insurance 800385-7019
{00243687.3 306-99053421
13
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel 1:
Lot 3 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue, Boynton Beach,FL
Folio No.: Pending issuance from PNC PAPA
Parcel 2:
Lot 4 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue,Boynton Beach, FL
Folio No.: Pending issuance from PNC PAPA
Parcel 3:
Lot 5 of Lanehart's Subdivision Replat No. 1 —NW 11th Avenue, Boynton Beach,FL
Folio No.: Pending issuance from PNC PAPA
Parcel 4:
128 NW 11th Avenue
Laneharts Sub E 50 ft of W 406.03 ft of Lot 7 of Laneharts Sub of S 1/2 of NE 1/4
Folio No.: 08-43-45-21-19-000-0120
Parcel 5:
124 NW 11th Avenue
Laneharts Sub E 50 ft of W 456.03 ft of Lot 7 of Laneharts Sub of S 1/2 of NE 1/4
Folio No.: 08-43-45-21-19-000-0130
{00243687.3 306-9905342)
14