R21-021 1 RESOLUTION NO. RD O
2 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO
4 SIGN AN INTERLOCAL AGREEMENT AND A PURCHASE AND
5 SALE AGREEMENT BETWEEN THE CITY OF BOYNTON
6 BEACH AND THE BOYNTON BEACH COMMUNITY
7 REDEVELOPMENT AGENCY FOR THE HISTORIC WOMEN'S
8 CLUB OF BOYNTON BEACH; AND PROVIDING AN
9 EFFECTIVE DATE.
10 WHEREAS, The Boynton Beach Community Redevelopment Agency (CRA) has
11 owned, maintained and operated the Historic Women's Club of Boynton Beach located at 1010
12 S. Federal Highway since 2017; and
13 WHEREAS, in order to remain consistent with the CRA's statutory mandates, the City
14 of Boynton Beach (City) and the CRA are proposing to transfer the ownership, maintenance
15 and operation of the property from the CRA to the City; and
16 WHEREAS, on January 12, 2021 the Boynton Beach CRA approved the Interlocal
17 Agreement between the City of Boynton Beach and the CRA; 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 and
20 authorize the Mayor to sign an Interlocal Agreement and a Purchase and Sale Agreement with
21 the Boynton Beach Community Redevelopment Agency for the Historic Women's Club of
22 Boynton Beach. Both final Agreements shall be in a form acceptable to the City Attorney.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
25 Section 1. Each Whereas clause set forth above is true and correct and incorporated
26 herein by this reference.
S:\CA\RESO\Agreements\ILA And Purchase Agreement With CRA For Women's Club-Reso.Docx
27 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby
28 approve and authorize the Mayor to sign the Interlocal Agreement and the Purchase and Sale
29 Agreement between the City of Boynton Beach and the Boynton Beach Community
30 Redevelopment Agency for the Historic Women's Club of Boynton Beach both of which shall
31 be in a final form acceptable to the City Attorney. A copy of said Interlocal Agreement is
32 attached hereto as Exhibit "A" and a copy of the Purchase and Sale Agreement are attached
33 hereto as Exhibit"B".
34 Section 3. That this Resolution shall become effective immediately upon passage.
35 PASSED AND ADOPTED this.a day of February, 2021.
36 CITY OF BOYNTON BEACH, FLORIDA
37
38 YES NO
39
40 Mayor—Steven B. Grant
41
42 Vice Mayor—Ty Penserga
43
44 Commissioner—Justin Katz
45
46 Commissioner—Woodrow L. Hay
47
48 Commissioner—Christina L. Romelus
49
50 VOTE n-0
51 ATTEST:
52
53
I/ 4jF
dl/Crystal Gibs• , MMC �•.
56 City Clerk \,
57 •• ` •.1 't'y► .
58 r" yt
59 (Corporate Seal) •
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S:\CA\RESO\Agreements\ILA And Purchase Agreement With CRA For Women's Club-Reso.Docx
YTh . 0/ 1 -- Q - 1
INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE
BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE
TRANSFER OF THE PROPERTY LOCATED AT 1010 SOUTH FEDERAL HIGHWAY,
BOYNTON BEACH,FL TO THE CITY OF BOYNTON BEACH AND THE FUNDING OF
CERTAIN IMPROVEMENTS, OPERATIONS,AND MAINTENANCE THERON.
THIS AGREEMENT("Agreement")is made by and between the CITY OF BOYNTON
BEACH, a Florida Municipal Corporation, ("CITY"), and the BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually a "Party" and
collectively, the "Parties").
WITNESSETH:
WHEREAS,the 2016 Boynton Beach Community Redevelopment Plan("Plan")calls for
the redevelopment of the Community Redevelopment Area("CRA Area")as described in the Plan;
and
WHEREAS, the CRA owns the property within the CRA Area located at 1010 South
Federal Highway, Boynton Beach, FL(the"Property") as further described in Exhibit"A,"
which is hereby incorporated herein; and
WHEREAS, the Property contains the Historic Woman's Club of Boynton Beach
building ("HWCBB"); and
WHEREAS, the HWCBB is listed on the National Register of Historic Places; and
WHEREAS, the Property is subject to certain restrictive covenants; and
WHEREAS, the CITY desires to own the Property and use the HWCBB for proper
municipal purposes, specifically, for municipal and cultural purposes and as an events venue
available to rent by the general public; and
WHEREAS, the use of the Property by the CITY for municipal and cultural purposes and
as an events venue supports the goals of the Plan; and
WHEREAS, the Property is also located adjacent to 1021 S Federal Highway, Boynton
Beach, FL, (the "CITY Parcel") (a description of which is attached hereto as Exhibit "B," which
is hereby incorporated herein), which is owned by the CITY; and
WHEREAS, the CITY Parcel contains additional parking critical for continued historic
preservation and full use of the Property by the CITY as described above; and
WHEREAS, the transfer of this Property to the CITY will further promote the goals and
objectives of the CITY; and
01434266-1 1
WHEREAS, the CITY will undertake the maintenance and operations of the Property in
furtherance of that goal; and
WHEREAS, maintenance and operation of the HWCBB requires the additional off-site
parking found on the CITY Parcel; and
WHEREAS, the CRA desires to provide the CITY with funding for the maintenance and
operation of the Property, for a period not to exceed three(3) years from the Effective Date of this
Agreement("Maintenance Period"); and
WHEREAS, the CRA further desires to fund various physical improvements to the
HWCBB related to ADA accessibility, historic preservation, health and safety codes, and
pedestrian access between parking areas and the HWCBB; and
WHEREAS, the physical improvements described above and the operations and
maintenance of the HWCBB during the Maintenance Period are hereinafter referred to as the
"Project;" and
WHEREAS,the CRA fords the Project will enhance the CRA Area; and
WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds
for the Project, is consistent with the Plan and Chapter 163, Florida Statutes; and
WHEREAS, due to the intended historic preservation of the HWCBB, and the beneficial
neighborhood and redevelopment impact of the Project, the CRA and the CITY find that this
Agreement serves a municipal and public purpose, and is in the best interest of the health, safety,
and welfare of the CITY of Boynton Beach, and in particular the CRA Area; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. Recitals. The recitations set forth above are hereby incorporated herein.
2. Reimbursement Obligations of the CRA.
a. The CRA shall provide funding to the CITY in an amount not to exceed Two
Hundred Fifty and 00/100 Dollars ($250,000) annually (for a maximum total of$750,000) to be
used for only reimbursement of certain eligible expenses. Eligible expenses are those expenses
that are consistent with the requirements of Florida Statutes, consistent with the Plan, directly
related to the Project, and in compliance with the requirements of this Agreement. In addition,
only direct expenses for materials, labor, construction, and equipment costs associated with the
Project for the physical operation and maintenance of the Property (the term "Property" includes
01434266-1 2
the HWCBB), and expenses associated with construction and installation of physical
improvements related to ADA accessibility, historic preservation, health and safety codes, and
pedestrian access between parking areas and the HWCBB, shall be considered eligible expenses.
CITY overhead, CITY administrative costs, payment to CITY employees, and any payoffs
required by applicable restrictive covenants are not eligible expenses.
b. The CRA's obligation to provide funding to the City is contingent upon the
inclusion of the funding in the CRA's approved Budget for the fiscal year in which the funds will
be disbursed.
c. The CRA reimburse the CITY for eligible expenses upon receipt of a written,
complete Reimbursement Request from the CITY that meets the requirements of this Agreement
as further described below.
3. Obligations of the CITY.
a. The CITY shall ensure funds provided by the CRA are not used for any purposes
prohibited by § 163.370(3), Florida Statutes, or otherwise prohibited by law.
b. As a prerequisite for receiving funding in any given year pursuant to this
Agreement, no later than the last day of April every year through the life of this Agreement, the
City shall provide the CRA with an Annual Budget Request. The Annual Budget Request shall
state the amount of funding the City is requesting the CRA include for the Project in its budget for
the subsequent fiscal year. The first Annual Budget Request shall be due on April 30, 2021, for
funds to be included in the CRA's Budget for the 2021/2022 fiscal year. Upon receipt of the timely
submitted Annual Budget Request, the CRA shall include the funding amount requested in its
proposed Budget to be considered for approval by the CRA Board.
c. The CITY shall ensure that the Project is accomplished in compliance with the Plan
and Florida Statutes.
d. The CITY shall be responsible for overseeing the Project, coordinating with the
contractor(s), and otherwise contracting and coordinating with all other entities as necessary to
effectuate the Project, but shall coordinate with the CRA concerning compliance with the Plan.
e. The CITY shall also be responsible for the maintenance of the Property, along with
contracting and coordinating with all other entities as necessary to comply with the Secretary of
Interior's Standards for the Treatment of Historic Properties, during the term of the Agreement
and thereafter.
01434266-I 3
f. Upon request from the CRA, or an authorized agent of the CRA, including the
Executive Director or designee and the CRA Attorney, the CITY shall provide all documents
reasonably requested by the CRA or CRA's agent concerning compliance with this Agreement,
specifically including any documentation concerning compliance with Florida Statutes or
supporting any Reimbursement Request.
g. The CITY shall honor all existing rental agreements between the CRA and third
parties as of the Effective Date, and shall assume the responsibilities and obligations of the CRA
in such agreements. On the Effective Date,the CRA will provide copies of all agreements between
the CRA and third parties to the City.
4. Reimbursement of Funds
a. The CITY shall provide a written request for reimbursement of funds
("Reimbursement Request") meeting the requirements of this Agreement to the CRA. In order to
be eligible for reimbursement, the Reimbursement Request must be submitted no later than:
a. Ninety (90) days after payment by the CITY of funds for which it is seeking
reimbursement;
b. Forty-five (45) days before the end of the CRA's fiscal year; and
c. Forty-five (45) days before this Agreement terminates.
b. In order to be deemed a complete Reimbursement Request, the Reimbursement
Request shall include the following information:
i. The amount of reimbursement requested;
ii. A summary of the Project items for which the CITY seeks reimbursement;
iii. A statement that the Project is in compliance with the Plan and Florida Statutes,
and evidence supporting the statement;
iv. Copies of all invoices, receipts, and any other documentation necessary to
evidence the amount and purpose for each payment made by the CITY for the
Project for which the CITY is seeking reimbursement; and
v. For any Reimbursement Request submitted after final completion of a physical
improvement, evidence of an approved final inspection, or equivalent, and a
final report by the CITY detailing at minimum the type improvements, reasons
for the improvements, and the associated costs.
01434266-1 4
c. Upon receipt of a complete Reimbursement Request from the CITY that meets the
requirements of this Agreement, the CRA shall remit funding in the amount requested, consistent
with this Agreement, to the CITY within ninety (90) days of receipt of the Reimbursement
Request.
d. If the CITY fails to submit a Reimbursement Request within ninety(90)days after
the final completion of any physical improvement, the CITY will no longer be eligible to receive
reimbursement for that improvement. If the CITY submits a Reimbursement Request that the CRA
deems incomplete, the CRA shall notify the CITY in writing. The CRA may ask for additional
documentation that could reasonably be used to evaluate or support the Reimbursement Request.
The CITY shall have ninety (90) days from receipt of the notice to provide the necessary
documentation to complete the Reimbursement Request;however, in no case shall the City submit
such documentation later than forty-five (45) days before the end of the CRA's fiscal year. If the
CITY fails to provide the documentation required by the CRA within the required time limits, the
CITY shall only be eligible for the portion of the Reimbursement Request, if any, that the CRA
deems complete and eligible. The CRA will not reimburse the CITY for any portion of the request
the CRA deems ineligible for reimbursement.
5. Limits of CRA Obligations for the Project. The Parties agree that the CRA shall only be
responsible for providing reimbursement to the CITY for eligible expenses for the Project,and shall
not otherwise be responsible for effectuating the Project or otherwise assisting with the HWCBB.
6. Additional Limitations on Reimbursement Funds. If any portion of the Property ceases
to be used for public purposes, or of any portion of the Property is assigned for use to a private or
non-profit entity for more than seven calendar days (whether or not such entity pays the CITY rent
for such use), then the maintenance and operations costs for that portion of the Property shall not
be deemed eligible expenses for the duration of the use by that entity or during such time as the
Property is not used for public purposes. The intent of this paragraph is to prevent the use of CRA
funds for improving, operating and maintaining any portion of the property for which the primary
beneficiary is the entity operating that portion of the property(such as a vendor or service provider)
or the customers of that entity, and this paragraph shall be construed in light of this stated intent.
7. Land Transfer. The CRA,upon recommendation of staff, deems it in the best interest of
the citizens and residents of the CITY and in furtherance of the Plan to transfer the Property to the
01434266-1 5
City. The CRA and the City will negotiate and enter into a separate Purchase and Sale
Agreement for a Quit-Claim Deed transferring the Property from the CRA to the CITY.
8. Indemnification. The CITY shall indemnify, save, and hold harmless the CRA, 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 CRA, its agents, or its employees, by
reason of any property 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 of persons or the faulty equipment (including
equipment installation and removal) associated with the Project. Nothing in this Agreement shall
be deemed to affect the rights, privileges, and sovereign immunities of the CRA or the CITY as
set forth in Section 768.28, Florida Statutes. This paragraph shall not be construed to require the
CITY to indemnify the CRA for CRA's own negligence, or intentional acts of the CRA, 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.
9. Term of the Agreement. This Agreement shall become valid and commence upon the
date of execution by the last Party to this Agreement ("Effective Date"), and unless earlier
terminated pursuant to this Agreement, shall terminate three years from the Effective Date
("Termination Date"). In no case shall the CRA be required to reimburse the CITY for any
untimely requests, or requests submitted after this Agreement is terminated. The term of the
Agreement may be extended only upon the execution of a written amendment signed by the CITY
Commission and the CRA Board. Nothing in this paragraph shall be construed so as to affect a
Party's right to terminate this Agreement in accordance with other provisions in this Agreement.
10. Records. The CITY and the CRA each shall maintain their own records and documents
associated with this Agreement in accordance with the requirements set forth in Chapter 119,
Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs
incurred in accordance with generally accepted accounting principles. Each Party shall have
access to the other Party's books, records and documents as required in this Agreement for the
purpose of inspection or audit during normal business hours during the term of this Agreement and
at least 1 year after the termination of the Agreement.
11. Filing. The CITY shall file this Interlocal Agreement pursuant to the requirements of
Section 163.01(11) of the Florida Statutes
01434266-1 6
12. Default. Unless otherwise provided in this Agreement, if either Party defaults by failing
to perform or observe any of the material terms and conditions of this Agreement for a period of
ten(10)calendar days after receipt of written notice of such default from the other Party,the Party
giving notice of default may terminate this Agreement through written notice to the other Party.
Failure of any Party to exercise its right in the event of any default by the other Party shall not
constitute a waiver of such rights. No Party shall be deemed to have waived any rights related to
the other Party's failure to perform unless such waiver is in writing and signed by both Parties.
Such waiver shall be limited to the terms specifically contained therein. This paragraph shall be
without prejudice to the rights of any Party to seek a legal remedy for any breach of the other Party
as may be available to it in law or equity.
13. No Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create any
rights in any third parties that are not signatories to this Agreement.
14. Compliance with Laws. The CITY and the CRA shall comply with all statutes, laws,
ordinances, rules, regulations and lawful orders of the United States of America, State of Florida
and of any other public authority which may be applicable.
15. Entire Agreement. This Agreement represents the entire and sole agreement and
understanding between the Parties concerning the subject matter expressed herein. No terms
herein may be altered, except in writing and then only if signed by all the Parties hereto. All prior
and contemporaneous agreements, understandings, communications, conditions or
representations, of any kind or nature, oral or written, concerning the subject matter expressed
herein, are merged into this Agreement and the terms of this Agreement supersede all such other
agreements. No extraneous information may be used to alter the terms of this Agreement.
16. Severability. If any part of this Agreement is found invalid or unenforceable by any court,
such the remainder of the Agreement shall continue to be binding upon the Parties. To that end,
this Agreement is declared severable.
17. Governing Law and Venue. The terms of this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida and the United States
of America, without regard to conflict of laws principles. Any and all legal actions necessary to
enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for
Palm Beach County, Florida, or, if in federal court, in the United States District Court for the
Southern District of Florida, to which the Parties expressly agree and submit.
01434266-1 7
18. No Discrimination. Parties shall not discriminate against any person on the basis of race,
color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability
for any reason in its hiring or contracting practices associated with this Agreement.
19. Notice. Whenever either Party desires to give notice to the other, such notice must be in
writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery
receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the
Party for whom it is intended at the place last specified; and the place for giving of notice shall
remain until it shall have been changed by written notice in compliance with the provisions of this
paragraph. For the present, the Parties designate the following as the respective places for giving
of notice:
a. CITY: Lori LaVerriere, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
b. CRA: Michael Simon, Executive Director
Boynton Beach CRA
100 E. Ocean Avenue
4th Floor
Boynton Beach, Florida 33435
c. Copies To: James A. Cherof
Goren, Cherof, Doody& Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Tara Duhy, Esquire
Lewis, Longman &Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
20. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise
transfer this Agreement or any rights, interests, or obligations hereunder to any individual, group,
agency, government,non-profit or for-profit corporation,or other entity without first obtaining the
written consent of the other Party.
01434266-1 8
21. Interpretation; Independent Advice. This Agreement shall not be construed more
strictly against one Party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the Parties. The Parties declare that the terms of this Agreement
have been read and are fully understood. The Parties understand that this is a binding legal
document, and each Party is advised to seek independent legal advice in connection with the
matters referenced herein.
22. Counterparts and Transmission. To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or required,each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. The executed
signature page(s) from each original may be joined together and attached to one such original and
it shall constitute one and the same instrument. In addition, said counterparts may be transmitted
electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which
transmitted document shall be deemed an original document for all purposes hereunder.
23. Survival. The provisions of this Agreement regarding indemnity, waiver, termination,
maintenance of the Property, and records shall survive the expiration or termination of this
Agreement and remain in full force and effect.
24. Time is of the Essence. The parties acknowledge that time is of the essence in the
performance of the provisions in this Agreement.
[Signatures on following page.]
01434266-1 9
IN WITNESS WHEREOF,the CITY and the CRA hereto have executed this Agreement
as of the later of the dates set forth below.
ATTEST: CITY OF BOYNTON BEACH,
a Florida municipal j.oration .
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A i a '.:!��1..Ili / ° By: " - i ,
Cx__Crystal Gibso CITY Cler Steven B. Grant, Mayor
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Approved a to Fo Date: 7 "1 7 O( o,,,
4 ki,7,,,..a.af (SEAL) 8oY
Office of the CITY Attorney
Approved as to Form: BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY
e4-___- _____
By:
Office of the CRA Attorney Steven B. Grant, Chair
Date: Z"////Z aZ
01434266-I 10
IN wIT?ESS WHEREOF,the CITY and the CRA hereto have ewe:vied this Agreement
asel the bier of the dates Firth beuw.
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EXHIBIT "A"
CRA-owned Property Information (1010 South Federal Highway, Boynton Beach)
Parcel ID Number: 08-43-45-28-24-000-0040
Legal Description: Lots 4, 5, 6, and 7, Parker Estates, according to the Plat thereof as recorded
in Plat Book 10, Page 37, Public Records of Palm Beach County, Florida, Less the West 35 Feet
thereof for Road Right of Way.
Location Map
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01434266-1 I 1
EXHIBIT "B"
CITY-owned Property Information (1021 South Federal Highway, Boynton Beach)
Parcel ID Number: 08-43-45-28-24-000-0140
Legal Description:
PARCEL I:
Lots 14, 15, 16,and 17,PARKER ESTATES,a subdivision of the City of Boynton Beach,Florida,
according to the Plat thereof on file in the office of the Clerk of the Circuit court in and for Palm
Beach Cunty, Florida, recorded in Plat Book 10, at Page 37.
PARCEL II:
Lots 1 and 2,Block B,HATHAWAY PARK, a subdivision of the City of Boynton Beach,Florida,
according to the Plat thereof on file in the office of the Clerk of Court in and for Palm Beach
County, Florida, recorded in Plat Book 13 at Page 17.
SUBJECT TO: easements,reservations,restrictions,road-right-of-way of record, if any, and taxes
for the year 1998 and thereafter.
Location Map
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01434266-I 12
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this 1 Pi day of February, 2021
("Agreement") by and between the City of Boynton Beach, a Florida municipal corporation,
whose post office address is 100 E. Ocean Avenue, Boynton Beach, Florida 33435 (hereinafter
referred to as "PURCHASER") and Boynton Beach Community Redevelopment Agency, a
public agency created pursuant to Chapter 163, Part III of the Florida Statutes whose post
office address is 100 E. Ocean Avenue, Boynton Beach, Florida 33435, (hereinafter referred to as
"SELLER").
WITNESSETH
In consideration of Ten Dollars ($10.00) and the mutual agreements herein and upon and
subject to the terms and conditions herein contained,the parties hereto 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. That certain property located at 1010 S. Federal Highway,
Boynton Beach, Florida, (the "Property) which Property is more particularly described with the
legal description in Exhibit"A," attached hereto and made a part hereof.
1.2 Closing. The delivery of a Quitclaim Deed to PURCHASER concurrently
with the delivery of the purchase price to SELLER.
1.3 Closing Date. The Closing Date shall occur on or before fifteen (15) days
subsequent to the Inspection Period.
1.4 Deed. A Quitclaim Deed, acceptable to PURCHASER, which shall convey
;00427049.1 306-99055411
Page 1
the Property from SELLER to PURCHASER.
1.5 Effective Date. The Effective Date of this Agreement shall be the date upon
its execution by both the SELLER and PURCHASER.
1.6 SELLER'S Address. Sellers' mailing address is 100 E. Ocean Avenue,
Boynton Beach, FL 33435.
1.7 PURCHASER'S Address. Purchaser's mailing address is 100 E. Ocean
Avenue, Boynton Beach, FL 33435, with copy to Goren, Cherof, Doody&Ezrol, P.A.,Attn: James
A. Cherof, Esq., at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale,Florida 33308.
1.8 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.
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
previously identified on Exhibit "A" for the total Purchase Price of Ten and 00/100 ($10.00)
Dollars and upon and subject to the terms and conditions hereinafter set forth.
2.1 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;
;00427049.1306-9905541}
Page 2
(c) All right, title and interest, if any, of SELLER in any Property 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) All fixtures and articles of personal property remaining on the Property
at the time of closing. SELLER represents that such fixtures and articles are paid for and are owned
by SELLER free and clear of any lien or encumbrance.
(e) To the extent transferable, all licenses, permits, contracts and leases, if
applicable,with respect to the property.
3. INSPECTIONS.
PURCHASER shall have fifteen (15) days commencing on the Effective Date to perform
inspections of the property as the PURCHASER deems necessary ("Inspection Period"). During
the Inspection Period, PURCHASER shall, at PURCHASER'S 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 PURCHASER'S 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
1004270491 306-9905541)
Page 3
circumstances. In the event that any inspections and any review of documents conducted by the
PURCHASER relative to the Property during this Inspection Period prove unsatisfactory in any
fashion, the PURCHASER, at PURCHASER'S sole discretion, shall be entitled to terminate this
Agreement prior to the end of the fifteen (15) day Inspection Period and 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 during inspections that are done pursuant hereto.
4. SELLER'S REPRESENTATIONS.
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 that event, PURCHASER
shall be provided immediate notice as to the change to the following representations:
4.1 At all times from the Effective Date until prior to Closing, SELLER shall
keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER
prior to the Closing, 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).
4.2 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,
100427049.1 306-99055415
Page 4
occupancy or value of the Property or any part thereof or which would otherwise relate to the
Property.
4.3 SELLER has full power and authority to enter into this Agreement and to
assume and perform SELLER'S obligations hereunder in this Agreement. SELLER does not 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
Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease,
agreement, indenture, instrument or judgment to which the SELLER is a party of which is or
purports to be binding upon the SELLER or which affects the SELLER; no action by any federal,
state or municipal or other governmental department, CRA, board, bureau or instrumentality is
necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with
its terms.
4.4 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 by
SELLER'S consent 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.
4.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee.
4.6 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 SELLER'S
best efforts to maintain the Property in its present condition so as to ensure that it shall remain
1004270491 306-99055411
Page 5
substantially in the same condition from the conclusion of the Inspection Period to the Closing
Date.
4.7 To the best of SELLER's knowledge, Hazardous Materials (as defined
below) are not present at, in, on or under the Property, any Site, or any part thereof. The Seller has
not received any notice of or information reflecting any violation of Environmental Laws (as
defined below) related to the Property or any Site(or any portion thereof) or the presence or release
of Hazardous Materials on or from the Property or any Site (or any portion thereof). No clean up,
investigation, remediation, administrative order, consent order, agreement or settlement is in
existence with respect to the Property or any Site, to the knowledge of SELLER, is any such
investigation, remediation, administrative order, consent order, agreement or settlement threatened,
planned or anticipated. The SELLER has not engaged in or permitted any release, spill, generation,
disposal, storage, or handling of any Hazardous Materials on the Property, any Site, or any part
thereof. There are no underground storage tanks located on, in, or under the Property or any Site.
The term `Environmental Law or Laws" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. 9601, et. seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Appendix 1801, et. seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. 9601, et. seq.), and the Toxic Substances
Control Act, as amended (15 U.S.C. 2601, et. seq.) and all other federal laws and regulations
governing the environment, including laws relating to petroleum and petroleum products, together
with their implementing guidelines, and all state, regional, county, municipal and other local laws,
regulations and ordinances that are equivalent or similar to the federal laws and regulations recited
above or that purport to regulate Hazardous Materials. The term "Hazardous Materials" means,
without limitation, any substance, material, waste, pollutant or contaminant listed or defined as
100427049.1 306-99055411
Page 6
hazardous or toxic under any Environmental Law, including without limitation, flammable,
explosive or radioactive material, lead paint, asbestos, PCBs, urea formaldehyde, medical waste,
radioactive waste, mold, petroleum and petroleum products or constituents, methane and any other
toxic or hazardous material. SELLER will give immediate oral and written notice to PURCHASER
of SELLER's receipt of any written notice involving a violation threat of violation or suspected
violation of any Environmental Law. Seller has no knowledge of any tenant or occupant at the
Property who is storing any Hazardous Materials at the Property or any Site.
5. EVIDENCE OF TITLE.
5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by
delivery of a Quitclaim Deed, title to the subject Property. PURCHASER shall, within the
Inspection Period, secure a Title Search Report ("TSR") issued by a title insurance underwriter
approved and selected by PURCHASER identifying the encumbrances on the Property. The costs
and expenses relative to the TSR shall be borne by the PURCHASER.
PURCHASER shall have five (5) days from the date of receiving TSR to examine
same. If PURCHASER objects to any exception to title as shown in the TSR PURCHASER,prior
to the 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 TSR 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
(1) 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
100427049.1 306-9905541)
Page 7
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, in which event all
instruments shall be immediately returned to PURCHASER; or(b) accept such title as Seller is able
to convey with a reduction or abatement of the Purchase Price.
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of PURCHASER'S knowledge
that all of the following are true and correct:
(a) PURCHASER has full power and authority to enter into this Agreement and
to assume and perform all of its obligations hereunder.
(b) 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.
(c) No action by any federal, state,municipal or other governmental department,
CRA, board, bureau or instrumentality is necessary to make this Agreement a valid
instrument binding upon PURCHASER in accordance with its terms and
conditions.
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
600427049.1306-9905541y
Page 8
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) That the PURCHASER has not notified the SELLER that it has deemed the
property to be unsuitable for its intended purpose as a result of the
Investigations conducted on the Property during the Inspection Period.
(b) SELLER has performed all covenants, agreements and obligations, and
complied with all conditions required by this Agreement to convey clear and
marketable title of the Property to PURCHASER,prior to closing.
(c) Approval of this Agreement by the Boynton Beach City Commission.
8. RISK OF LOSS.
Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the
deed described in Paragraph 5.1 hereof is delivered by SELLER to PURCHASER. In the event any
portion of the Property is destroyed, rendered unleaseable or dysfunctional by fire or other casualty
then the following shall apply:
(a) If the damage, as determined by the insurance adjuster, is not more than Ten
Thousand and 00/100 Dollars ($10,000.00): (i) PURCHASER shall
complete settlement and all insurance proceeds relating to the improvements
damaged by such casualty loss shall be paid to the PURCHASER, and (ii)
SELLER shall assign to PURCHASER on the date of Closing the full
amount of any proceeds payable under SELLER'S fire and extended
{00427049.1 306-9905541}
Page 9
coverage insurance policy applicable to said damage;
(b) If the damage, as determined by the insurance adjuster, is more than Ten
Thousand and 00/100 Dollars ($10,000.00)DOLLARS,PURCHASER shall
have the option to complete the settlement hereunder and collect all
available insurance proceeds relating to the improvements damaged by such
casualty loss, in which case SELLER shall pay to PURCHASER on the date
of Closing the full amount of any deductible under SELLER'S fire and
extended coverage insurance policy. SELLER warrants that it shall maintain
until the date of the Closing adequate "All Risk" property insurance; and:
(c) In the event the Property, or any portion thereof, is condemned by any
governmental authority under its power of eminent domain or becomes the
subject of a notice of condemnation, prior to Closing, PURCHASER may
elect to terminate this Agreement and neither party shall have any further
claim against the other, or PURCHASER may elect to complete settlement
hereunder, in which event SELLER shall assign to PURCHASER all of
SELLER'S right, title and interest in and to any condemnation awards,
whether pending or already paid applicable to the loss of the real property
and the improvements located thereon, and there shall be no adjustment to
the Purchase Price.
9. CLOSING DOCUMENTS.
At closing, SELLER shall deliver to PURCHASER a Quitclaim 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 reasonably requested by either
100427049.1 306-9905541)
Page 10
party or the closing agent.
10. CLOSING COSTS,TAXES AND PRORATIONS.
10.1 Seller's Closing Costs. SELLER shall pay for the following items prior to or at
the time of closing:
a)Cost and expense related to providing marketable title as provided herein;
10.2 Purchaser's Closing Costs. PURCHASER shall pay for the following items
prior to or at the time of Closing:
a) Recording fees of the Quitclaim Deed;
b) Costs associated with obtaining the TSR.
11. CLOSING DATE AND PLACE.
The Closing will take place on or before the expiration of fifteen (15) days subsequent to
the Inspection Period at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 3099 E.
Commercial Blvd., Suite 200, Fort Lauderdale,FL 33308.
12. DEFAULT.
In the event of a default by either party„ the non-defaulting party shall have the election of
the following remedies, including equitable relief to enforce the terms and conditions of this
Agreement either through a decree for specific performance or injunctive relief.
13. CONTINGENCIES. PURCHASER'S obligations under the Agreement is
contingent upon the following:
(a) That the PURCHASER is fully satisfied with its due diligence investigation conducted
during the Inspection Period.
(b)The conveyance of clear and marketable title to the property.
(c)The Boynton Beach City Commission authorizes the transaction.
100427049.1 306-9905541}
Page 11
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: City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach,Florida 33435
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: (954) 771-4500
Fax: (954)771-4923
SELLER: Boynton Beach Community Redevelopment Agency
100 E. Ocean Avenue
Boynton Beach, Florida 33435
{00427049.1306-9905541{
Page 12
Attn: Michael Simon, Executive Director
With Copy to: Tara Duhy, Esquire
Lewis, Longman &Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, Florida 33401
16. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida. Venue shall be in the
Federal or State Courts in Palm Beach County, Florida.
17. ASSIGNABILITY. PURCHASER may not assign this Agreement without the
consent of SELLER.
18. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are merged
in this Agreement. This Agreement completely expresses their full agreement.
19. 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.
20. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors and
assigns of SELLER and PURCHASER.
21. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall be taken
100427049.1 306-99055411
Page 13
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.
22. 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.
23. RADON GAS:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county health department.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
;00427049.1 306-9905541}
Page 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
indicated above:
PURCHASER:
City of Boynton Beach, a Florida municipal
corporation
er
By: Steven B. Gr t, Mayor
Signed on: / 0
SELLER:
Boynton Beach Community Redevelopment
Agency
By: Steven B. Grant, Chair
Signed on: ZA1 7 l 0
Pargoitt 7477 p‹ TY ATTORNEY
100427049.1 306-99055411
Page 15
EXHBIT"A"
LEGAL DESCRIPTION
Lots 4, 5, 6 and 7, PARKER ESTATE, according to the plat thereof, as recorded in Plat
Book 10, Page 37, of the Public Records of Palm Beach County, Florida; LESS the West
35 feet thereof for road right of way.
FOLIO NO.: 08-43-45-28-24-000-0040
100427049.1 306-99055411
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