R22-087 1 RESOLUTION NO. R22-087
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE BOYNTON BEACH
5 COMMUNITY REDEVELOPMENT AGENCY TO ENTER INTO A
6 PURCHASE AND DEVELOPMENT AGREEMENT WITH 306 NE
7 6TH AVENUE, LLC FOR THE DEVELOPMENT OF A RESTAURANT
8 LOCATED AT 211 EAST OCEAN AVENUE FOR A PURCHASE
9 PRICE LESS THAN FAIR MARKET VALUE; AND PROVIDING AN
10 EFFECTIVE DATE.
11
12 WHEREAS, on March 9, 2022 the Boynton Beach Community Redevelopment Agency
13 approved a purchase and development agreement with 306 NE 6th Avenue, LLC for the
14 development of a restaurant located at 211 East Ocean Avenue; and
15 WHEREAS, the contemplated purchase price is below fair market value and therefore
16 it is necessary for the CRA to seek approval from the City Commission prior to execution of
17 the Purchase and Development Agreement; and
18 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
19 recommendation of staff, deems it to be in the best interests of the City residents to approve
20 and authorize the Boynton Beach Community Redevelopment Agency to enter into a
21 Purchase and Development agreement with 306 NE 6th Avenue, LLC for the development of
22 a restaurant located at 211 East Ocean Avenue for a purchase price less than fair market
23 value.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
25 BOYNTON BEACH, FLORIDA, THAT:
26 Section 1. The foregoing "WHEREAS" clauses are true and correct and hereby
27 ratified and confirmed by the City Commission
28 Section 2. That the City Commission of the City of Boynton Beach does hereby
29 approve and authorize the Boynton Beach Community Redevelopment Agency to enter into a
30 Purchase and Development agreement with 306 NE 6th Avenue, LLC for the development of
31 a restaurant located at 211 East Ocean Avenue for a purchase price less than fair market
32 value.
1
33 Section 3. That this Resolution will become effective immediately upon passage.
i'
34 PASSED AND ADOPTED this 021St of Jury- , 2022.
35
36 CITY OF BOYNTON BEACH, FLORIDA
37 YES NO
38 /
39 Mayor—Ty Penserga
40 7
41 Vice Mayor—Angela Cruz
42 7/
43 Commissioner—Woodrow L. Hay
44 /
45 Commissioner—Thomas Turkin
46
47 Commissioner—Aimee Kelley
48
49 S o
50 VOTE
51 ATTEST:
52
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2
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 306 NE 6th Avenue LLC, 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 effectuated in order to reduce slum and blight and to
enable the construction of an approximately 3,000 square foot restaurant consisting of five
(5) shipping containers, the adaptive reuse of the historic Magnuson House, associated parking,
and all other required development standards according to the City of Boynton Beach (the
"Project").
2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be Ten
AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section
163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER.
3. DEPOSITS. An Initial Deposit in the amount of AND 00/100 DOLLARS
($ .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.
4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the
date when the last one of the SELLER and PURCHASER has signed this Agreement.
S. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property
is contingent on the following:
a. PURCHASER obtaining a Certificate of Occupancy from the City of Boynton
Beach, Florida (the "City") to operate a restaurant consisting of approximately 3,000 square feet
within five (5) shipping containers, the adaptive reuse of the historic Magnuson House,
associated parking, and all other required development standards according to the City of
Boynton Beach on the Property within the timeframe set forth in Paragraph 20 below.
PURCHASER's Initials:
SELLER's Initials:
(I1( 796-,
PURCHASE AND DEVELOPMENT AGREEMENT
Page 2 of 18
b. 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. CLOSING DATE. The Closing shall take place thirty (30) days after meeting the
condition set forth in Section 5(a) at such location to which the parties may mutually agree in
writing.
7. 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 "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 8.3), to which PURCHASER
fails to object, or which PURCHASER agrees to accept.
8. INVESTIGATION OF THE PROPERTY. For a period until twenty (20) days from the
Effective Date ("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; (ii) 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 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.
8.1 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
PURCHASER's Initials:
SELLER's Initials:
01660'96.2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 3 of 18
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.
8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's
counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall
obtain, at the SELLER'S expense, from a Title Company chosen by SELLER (hereinafter "Title
Company"), a Title Commitment covering the Property and proposing to insure 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 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 cure and remove the PURCHASER'S Title Objections
(hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove,
or cause to be cured and removed, the PURCHASER'S Title 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.
8.3 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
PURCHASER's Initials:
SELLER's Initials:
01668796-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 4 of 18
governmental regulations, the same shall constitute a title defect and shall be governed by the
provisions of Section 8.2 concerning title objections.
9. CONDITIONS TO CLOSING. 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:
9.1 Representations and Warranties. All of the representations and
warranties of SELLER contained in this Agreement shall be true and correct as of Closing.
9.2 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.
9.3 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.
10. 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:
10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special 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. The Deed shall contain a deed restriction for the
restaurant use for a minimum twenty (20) years from the date of the Certificate of Occupancy.
10.2 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.
10.3 Closing Statement. A closing statement setting forth the Purchase Price,
all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses
PURCHASER's Initials: _
SELLER's Initials:
OI,G%79(.2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 5 of 18
to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and
deliver at Closing.
10.4 Corrective Documents. Documentation required to clear title to the
Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions.
10.5 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.
11. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES.
11.1 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 $1,000.00.
11.2 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.
11.3 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.
11.4 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.
12. 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:
12.1 Authority. The execution and delivery of this Agreement by SELLER and
PURCHASER's Initials:
SELLER's Initials:
0,6(0,796 2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 6 of 18
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.
12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good,
marketable and insurable fee simple title to the Property, free and clear of all liens,
encumbrances and restrictions of any kind,except the Permitted Exceptions (and encumbrances
of record which will be discharged at Closing).
12.3 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.
12.4 Parties in Possession. There are no parties other than SELLER in possession
or with a right to possession of any portion of the Property.
12.5 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.
13. DEFAULT.
13.1 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.
13.2 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, except for those expressly provided
herein to survive termination of this Agreement.
13.3 Notice of Default. Prior to declaring a default and exercising the remedies
PURCHASER's Initials:
SELLER's Initials:
O,r,bh796.2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 7 of 18
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.
If the default has not been cured within the aforesaid period, the non-defaulting Party may
exercise the remedies described above.
13.4 Survival. The provisions of this Section 13 shall survive the termination of
this Agreement.
14. 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
Thuy Shutt, Executive Director
100 E. Ocean Avenue, 4th Floor
Boynton Beach, FL 33435
With a copy to: Kenneth Dodge, Esquire
Lewis, Longman & Walker, P.A.
360 South Rosemary Avenue, Suite 1100
West Palm Beach, Florida 33401
If to Purchaser: 306 NE 6th Avenue LLC
520 Clematis Street
West Palm Beach, FL 33401
With a copy to: (insert attorney information)
15. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this 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. It is understood, however, that SELLER may assign its
interest to the City of Boynton Beach without the prior written consent of PURCHASER. This
Agreement may be freely assigned by PURCHASER to a wholly owned or controlled 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 prior written approval of
PURCHASER's Initials:
SELLER's Initials:
(1,66,;96-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 8 of 18
SELLER, which shall not be unreasonably withheld.
16. 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 pursuant to this Section, 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.
17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any
broker in connection with the transaction contemplated by this Agreement.
18. ENVIRONMENTAL CONDITIONS. To 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.
19. SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have
the right to reasonably approve the design of the Project. PURCHASER has submitted plans to
the SELLER, attached hereto as Exhibit "C", which have been approved for submittal to the City
for formal site plan approval.
20. DEVELOPMENT TIMELINE. PURCHASER is required to achieve the following items
described below in this Section (collectively the "Project Elements"). Achievement of the Project
Elements must be documented in writing, and such writing must be provided to the SELLER upon
completion of each item.
a. Submission of application to the City for site plan approval for the Project
within one hundred twenty (120) days from the Effective Date.
PURCHASER's Initials:
SELLER's Initials:
01661096 2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 9 of 18
b. Achievement of site plan approval for the Project from the City within one
hundred eighty (180) days of submittal of a formal site plan application to the City of Boynton
Beach.
c. Approval of financing for the Project including the construction loan and
permanent financing commitment in a form acceptable to SELLER in an amount sufficient to
develop the Project on or before receiving site plan approval from the City. PURCHASER shall
provide SELLER proof that the permanant financing commitment is either a) signed by an
authorized signatory of an accredited financial institution (the "Lender") demonstrating that the
Project has been underwritten by the Lender and that Lender intends on financing the Project,
or b) that the entity providing the permanent financial commitment has the financial ability to
fund the Project and that such entity intends to finance the Project, which proof must be in a
form acceptable to SELLER.
d. In the event that the adaptive reuse of the Magnuson House is not
possible,then PURCHASER may pursue the removal of the historic designation. PURCHASER must
provide notice to SELLER it intends to remove the historic designation at least thirty (30) days
before formally initating the process to remove the designation, and must request SELLER
remove the requirement that the Project accomplish the adaptive reuse of the historic Magnuson
House and propose an alternative Project element, which request SELLER will not unreasonably
refuse so long as it furthers the Boynton Beach CRA Redevelopment Plan. If such historic
designation is removed, then the Magnuson House may be demolished or moved so long as
SELLER has approved an alternative Project element.
e. Submission of construction documents for the Project to the City for a
building permit within ninety (90) days of obtaining formal site plan approval. Proof of permit
application and applicable impact 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.
f. Issuance of a Certificate of Occupancy to be provided within twelve (12)
months following building permit issuance.
g. Ribbon cutting ceremony to occur within sixty (60) days of achieving a
Certificate of Occupancy.
21. SITE SECURITY. PURCHASER shall develop and implement an effective security
program for protection of the Project while construction is in progress at PURCHASER's sole cost
and expense. PURCHASER shall secure, protect and be responsible for, and shall provide all
necessary or desirable measures for security and protection at and on the Property, and of all
materials, supplies, tools and equipment and all other improvements and personal property at
the Property or in the vicinity of the Property, whether or not incorporated into the Work
(collectively, the "On-Site Property"), including, but not limited to, utilizing fences, gates,
cameras, and patrols (which shall include such number of duly qualified guards, on a 24-hour
PURCHASER's Initials:
SELLER's Initials:
01668796-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 10 of 18
basis,as PURCHASER (in consultation with and to the satisfaction of SELLER) shall deem adequate
to ensure security of the Property). The PURCHASER shall take any and all precautions that may
be reasonably necessary to render all portions of the Work, the site and any adjacent areas
affected by the Work secure in every respect, to decrease the likelihood of accidents from any
cause, and to avoid vandalism and other contingencies which are liable to delay the Work or give
rise to any claims or liabilities. The PURCHASER shall provide all necessary facilities to provide
safe means of access to all points where the Work is being performed.
22. DEFAULT WITH REGARD TO PROJECT ELEMENTS. If one or more of the required
Project Elements is not achieved as required 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 it shall be a default hereunder and 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 13, 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.
22.1 Default After Closing. Failure of the Parties to strictly comply with any of
the provisions set forth in this Agreement after the Closing shall constitute a default and breach
of this Agreement. If either Party fails to cure the default within (30) days of written notice from
the other of its default,then this Agreement may be terminated pursuant to Section 23.17 below.
22.2 Right of First Refusal. PURCHASER hereby grants SELLER a Right of First
Refusal for repurchase of the Property which shall be in full force and effect for a period of five
(5) years from the date PURCHASER obtains its Certificate of Occupancy. The terms and
conditions of this right shall be set forth within the Special Warranty Deed as follows:
a. Should the PURCHASER abandon the Property for any six(6) month
period (unless said abandonment is beyond the control of Purchaser) and/or if the Property is
not used for a CRA approved use (the approval of which shall not be unreasonably withheld) the
SELLER shall provide 30 days written notice to PURCHASER of its right to repurchase the Property
at fair market value (as determined by an independent third-party appraisal.), less the December
8, 2021 appraised value of the Property. Thereafter, PURCHASER will provide a general warranty
deed to the Property in form and substance acceptable to the SELLER evidencing the
reconveyance of the Property to SELLER; and/or
PURCHASER's Initials:
SELLER's Initials:
01,e,',/c,2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 11 of 18
b. Should PURCHASER receive a written offer to purchase the
Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice
of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant
to the Notice requirements of Section 14 above within two (2) business days of receipt. Within
ten (10)days of receipt of the Notice,SELLER shall either waive or exercise its right of first refusal.
If SELLER elects to exercise its right of first refusal, SELLER shall, within ten (10) days after receipt
of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms
as set forth in the Notice including the delivery of a deposit (if applicable), and upon receipt by
the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a
Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. If
SELLER fails to exercise or waive its right of first refusal in accordance with the terms and
conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of
first refusal shall be deemed to have been waived. The terms and conditions of this Section shall
survive Closing.
23. REFUNDING. Should the PURCHASER sell the Property for a profit within seven (7)
years of the Effective Date, PURCHASER shall repay to SELLER an amount equal to all grants or
other funding received from the SELLER to effectuate the Project.
24. MISCELLANEOUS.
24.1 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.
24.2 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
PURCHASER's Initials:
SELLER's Initials:
(I rn '-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 12 of 18
calculation thereof.
24.3 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.
24.4 Indemnification. The PURCHASER shall indemnify,save,and hold harmless
the SELLER, its agents, and its employees from any liability, claim, demand, suit, loss, cost,
expense or damage which may be asserted, claimed, or recovered against or from the SELLER, its
agents,or its employees, by reason of any property or other damages or personal injury, including
death, sustained by any person whomsoever, which damage is incidental to, occurs as a result
of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty
equipment (including equipment installation and removal) of the PURCHASER or the
performance of this Agreement by or PURCHASER's employees, agents, partners, principals, or
subcontractors. This paragraph shall not be construed to require PURCHASER to indemnify the
SELLER for its own negligence, or intentional acts of the SELLER, its agents or employees. Each
party assumes the risk of personal injury and property damage attributable to the acts or
omissions of that party and its officers, employees and agents.
24.5 Insurance. The PURCHASER shall obtain all insurance required by the
SELLER and provide proof thereof at least 10 days prior to the start of construction of the Project,
and include, along with an executed copy of this Agreement, a Certificate of Insurance ("COI")
for comprehensive general liability insurance with a liability limit of at least $1,000,000 per
occurrence. Additional bond requirements may be found in "Exhibit B," which is hereby
incorporated herein. The Insurance must remain in force for so long as is necessary to cover any
occurrence relating to, resulting from, or arising out of the this Agreement. The SELLER shall be
included as "Additional Insured" with respect to liability arising out of services performed by the
PURCHASER by or on behalf of the SELLER or acts or omissions of the PURCHASER in connection
with providing Contractor Services pursuant to this Agreement. The Certificate must include the
following as additional insured parties:
Boynton Beach Community Redevelopment Agency
710 N. Federal Highway
Boynton Beach, Florida 33435
The City of Boynton Beach
100 E. Boynton Beach Boulevard
Boynton Beach, Florida 33425
PURCHASER's Initials:
SELLER's Initials:
0 66s-9e,-;
PURCHASE AND DEVELOPMENT AGREEMENT
Page 13 of 18
24.6 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.
24.7 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.
24.8 Handwritten Provisions. Handwritten provisions inserted in this Agreement
and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith.
24.9 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.
24.10 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. However,SELLER's obligation
under this section shall not exceed the statutory limits provided within Section 768.28, Florida
statutes, and nothing in this Agreement shall be deemed a waiver of SELLER's sovereign immunity
rights.
24.11 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 or
on whose behalf he or she is signing with respect to all provisions contained in this Agreement.
24.12 No Recording. This Agreement shall not be recorded in the Public Records
of Palm Beach County, Florida without the prior approval of both parties.
24.13 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.
PURCHASER's Initials:
SELLER's Initials:
0166g796
PURCHASE AND DEVELOPMENT AGREEMENT
Page 14 of 18
24.14 PURCHASER Attorneys' Fees and Costs. PURCHASER acknowledges and
agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any,
incurred by PURCHASER in connection with the transaction contemplated by this Agreement.
24.15 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 119, 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 PURCHASER fails to cure the default within seven (7) days'
notice from the SELLER the SELLER may terminate the Agreement.
24.16. Termination. The obligations of PURCHASER and SELLER shall
terminate upon the earlier of(i) the issuance of the Certificate of Occupancy; or (ii) failure by the
PURCHASER to complete the Project before the Completion Date, as described in Section 1, unless
extended as provided by written agreement of the parties.
PURCHASER's Initials:
SELLER's Initials:
0166K796-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 15 of 18
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date.
PURCHASER: SELLER:
306 NE 6th AVENUE LLC BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
Printed Name: Ty Penserga
Title: Title: Chair
Date: Date:
WITNESS: WITNESS:
Printed Name: Printed Name:
Approved as to form and legal sufficiency:
CRA Attorney
PURCHASER's Initials:
SELLER's Initials:
01663796-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 16 of 18
EXHIBIT"A"
LEGAL DESCRIPTION
Lots 13 and 14, ORIGINAL TOWN OF BOYNTON BEACH, according to the Plat thereof as recorded
in Plat Book 1, Page 23 of the Public Records of Palm Beach County, Florida.
Said lands situated in the City of Boynton Beach, Palm Beach County, Florida and containing
13,936 square feet (0.32 acres) more or less
PURCHASER's Initials:
SELLER's Initials:
2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 17 of 18
EXHIBIT"A"
BOND REQUIREMENTS
(To be Inserted)
PURCHASER's Initials:
SELLER's Initials:
0166x790-2
PURCHASE AND DEVELOPMENT AGREEMENT
Page 18 of 18
EXHIBIT C
CONCEPTUAL DESIGN PLANS
PURCHASER's Initials:
SELLER's Initials:
U166%796-2
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