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2012-31 Contract for Sale & Purchase with the Benjamin School for Carolinda Drive Property RESOLUTION 2012-31 • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A CONTRACT FOR SALE AND PURCHASE WITH THE BENJAMIN SCHOOL FOR VILLAGE OWNED REAL PROPERTY LOCATED ON THE NORTH SIDE OF CAROLINDA DRIVE, AS MORE PARTICULARLY DESCRIBED HEREIN, AND ADJACENT RIGHT-OF-WAY AND AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village owns a .49 acre vacant parcel of real property located on the north side of Carolinda Drive and west of U.S. Highway One, including the adjacent right-of-way, as more particularly described in Exhibit "A" to the Contract attached hereto and incorporated herein by reference; and WHEREAS, through the adoption of Resolution 2012-15, the Village Council approved Letter of Intent to sell the parcel and right-of-way to The Benjamin School for$128,000.00; and WHEREAS, the Benjamin School has presented the Village with a Contract for Sale and Purchase of the parcel and right-of-way setting forth the terms of the transaction; and WHEREAS, the Village Council determines that the execution of the Contract for Sale and Purchase is in the best interest of the citizens and residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, as follows: Section 1. The foregoing recitals are ratified and are incorporated herein. Section 2. The Village Council hereby approves a Contract for Sale and Purchase with The Benjamin School for the Carolinda Drive parcel and adjacent right-of-way, a copy of which is attached hereto and incorporated herein by reference, and authorizes the Mayor to execute the Contract on behalf of the Village. Section 3. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2012. ' 0 \cl; I/ Alairlaiks WiJlage Seal) 1,,,y: 4ltt_'AI'k ; I,O RINIA ; i1/4: • • *RI A. A* ATTEST" VILLAGE CLERK Vacant Land Contract FLORIDA ASSOCIATION OF REALTORS® r PARTIES AND DESCRIPTION OF PROPERTY 1- SALE AND PURCHASE: 1 2 VILLAGE OF NORTkLPALM BEACH_ a municipal corporation ("Seller"), 3 and THE BENJAMIN PRIVATE SCHOOL_ INC. &private school corporation ("Buyer"), 4 agree to sell and buy on the terms and conditions specified below the property("Property")described as: s Address: Carolinda Drive. North Palm Beach-Florida 6 Legal Description: SPP FYhihit "A"aftarhed bPreto (68-4 1-42-04-1D-008-00,69) 8 9 10 including all improvements and the following additional property: 11 none 12 13 14 PRICE AND FINANCING 15 2. PURCHASE PRICE: $ 128.000.00 payable by Buyer in U.S. funds as follows: 16 (a) $ 51100 00 Deposit received (checks are subject to clearance)on by for delivery to Leonard G.Rubin,P.A. Signature Name of Company ("Escrow Agent") (Address of Escrow Agent) 701 NorthDoint Parkway.Suite 209. West Palm Beach.FL 33407 (Phone#of Escrow Agent) (561) 721-1683 (b) $ Additional deposit to be delivered to Escrow Agent by or days from Effective Date(10 days if left blank). (c) Total financing(see Paragraph 3 below)(express as a dollar amount or percentage) (d) $ Other: (e) $ 123,000.00 Balance to close(not including Buyer's closing costs, prepaid items and prorations). All funds paid at closing must be paid by locally drawn cashier's check, official check or wired funds. 17 U (f)(complete only if purchase price will be determined based on a per unit cost instead of a fixed price) The unit used to 18 determine the purchase price is U lot U acre U square foot U other(specify: 19 prorating areas of less than a full unit. The purchase price will be$ per unit based on a calculation of 20 total area of the Property as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 8(c) of 21 this Contract. The following rights of way and other areas will be excluded from the calculation: 22 23 3. CASH/FINANCING:(Check as applicable) X (a) Buyer will pay cash for the Property with no financing contingency. 24 U (b)This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below(the 25 "Financing")within days from Effective Date (if left blank then Closing Date or 30 days from Effective Date, 26 whichever occurs first)(the"Financing Period"). Buyer will apply for Financing within days from Effective Date (5 27 days if left blank) and will timely provide any and all credit, employment, financial and other information required by the 28 lender. If Buyer, after using diligence and good faith, cannot obtain the Financing within the Financing Period, either party 29 may cancel this Contract and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all 30 interested parties. 31 U (1) New Financing: Buyer will secure a commitment for new third party financing for 32 $ or % of the purchase price at the prevailing interest rate and loan costs based on 33 Buyer's creditworthiness. Buyer will keep Seller and Broker fully informed of the loan application status and progress 34 and authorizes the lender or mortgage broker to disclose all such information to Seller and Broker. 35 U (2) Seller Financing: Buyer will execute a 11 first U second purchase money note and mortgage to Seller 36 in the amount of$ , bearing annual interest at %and payable 37 as follows: 38 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally 39 accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the 40 mortgagee's option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any 41 time(s) with interest only to date of payment; will be due on conveyance or sale; will provide for release of contiguous 42 parcels, if applicable; and will require Buyer to keep liability insurance on the Property,with Seller as additional named 43 insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine 44 creditworthiness for the financing. Seller will,within 10 days from Effective Date, give Buyer written notice of whether or 45 not Seller will make the loan. r 46 Buyer( t)( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 1 of 7 Pages. VAC-9 Rev.4/07 n 2007 Florida Association of Realtors-QV All rights reserved.Licensed to Alta Star Software User Reg#5-2G3C83D30OSYOSOK-1021 Software and Added Formatting Copyright 2007 Alta Star Software, Inc.All Rights Reserved. (305)279-8898 47 ❑ (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 48• LN# in the approximate amount of 49 $ currently payable at$ per month including principal, interest, ❑ taxes 50 and insurance and having a ❑ fixed O other(describe) 51 interest rate of %which ❑ will Li will not escalate upon assumption. Any variance in the mortgage will 52 be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow 53 account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds _ % or the 54 assumption/transfer fee exceeds$ , either party may elect to pay the excess, failing which this 55 agreement will terminate and Buyer's deposit(s)will be returned. 56 CLOSING . 57 4. CLOSING DATE;OCCUPANCY:This Contract will be closed and the deed and possession delivered 58 30 days after approval of pending land use application by Buyer ("Closing Date"). Unless the Closing Date is specifically 59 extended by the Buyer and Seller or by any other provision in this Contract, the Closing Date shall prevail over all other time 60 periods including, but not limited to, financing and feasibility study periods. If on Closing Date insurance underwriting is 61 suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this transaction does not 62 close for any reason. Buyer will immediately return all Seller-provided title evidence, surveys, association documents and 63 other items. 64 5. CLOSING PROCEDURE;COSTS: Closing will take place in the county where the Property is located and may be 65 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective 66 date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller (in local cashier's 67 checks if Seller requests in writing at least 5 days prior to closing)and brokerage fees to Broker as per Paragraph 17. In 68 addition to other expenses provided in this Contract,Seller and Buyer will pay the costs indicated below. 69 (a) Seller Costs: 70 T —„ll—J„—J 71 Recording fees for documents needed to cure title 72 73 Other: _ 74 (b) Buyer Costs: 75 Taxes and recording fees on notes and mortgages 76 Recording fees on the deed and financing statements 77 Loan expenses 78 Lender's title policy at the simultaneous issue rate 79 Inspections 80 Survey and sketch 81 Insurance 82 Other: Taxes on the deed and Title evidence and all related title insurance fees and costs under Paragraph 8 83 (c Title Evidence and Insurance: Check(1) or(2): 84 104 (1) The title evidence will be a Paragraph 8(a)(1)owner's title insurance commitment. ❑ Seller will select the title 85 agent and will pay for the owner's title policy, search,examination and related charges or Buyer will select the title 86 agent and pay for the owner's title policy, search,examination and related charges or ❑ Buyer will select the title agent 87 and Seller will pay for the owner's title policy,search, examination and related charges. 88 ❑ (2) Seller will provide an abstract as specified in Paragraph 8(a)(2)as title evidence. ❑ Seller ❑ Buyer will 89 pay for the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing, including 90 tax search and lien search fees, and Buyer will pay fees for title searches after closing(if any), title examination fees and 91 closing fees. 92 (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate 93 taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the 94 current year cannot be determined,the previous year's rates will be used with adjustment for any exemptions. 95 PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY 96 TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR 97 SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS 98 REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY 99 QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR 100 FURTHER INFORMATION. 101 (e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i) 102 the full amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of 103 the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before 104 closing,and Buyer will pay all other amounts. If special assessments may be paid in installments ❑ Buyer ❑ Seller 105 (if left blank, Buyer) shall pay installments due after closing. If Seller is checked, Seller will pay the assessment in full 106 prior to or at the time of closing. Public body does not include a Homeowner Association or Condominium Association. 107 Buyer( , • )( )and Seller(L,)( )acknowledge receipt of a copy of this page,which is Page 2 of 7 Pages. VAC-9 Rev.4107 cc)2007 Flonda Association of Realtors4) AM rights reserved licensed to Alta Star Software Software and Added Formatting Copyright 2007 Alta Star Software,Inc.All Rights Reserved. (305)279-8898 108 (f)Tax Withholding: If Seller is a"foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code 1o9• requires Buyer to withhold 100/s of the amount realized by the Seller on the transfer and remit the withheld amount to the 110 Internal Revenue Service(IRS)unless an exemption applies. The primary exemptions are(1)Seller provides Buyer with 111 an affidavit that Seller is not a"foreign person", (2)Seller provides Buyer with a Withholding Certificate providing for 112 reduced or eliminated withholding,or(3)the gross sales price is $300.000 or less, Buyer is an individual who purchases 113 the Property to use as a residence,and Buyer or a member of Buyer's family has definite plans to reside at the Property 114 for at least 50% of the number of days the Property is in use during each of the first two 12 month periods after transfer. 115 The IRS requires Buyer and Seller to have a U.S.federal taxpayer identification number("TIN"). Buyer and Seller agree 116 to execute and deliver as directed any instrument, affidavit or statement reasonably necessary to comply with FIRPTA 117 requirements including applying for a TIN within 3 days from Effective Date and delivering their respective TIN or Social 118 Security numbers to the Closing Agent. If Seller applies for a withholding certificate but the application is still pending as - 119 of closing, Buyer will place the 10%tax in escrow at Seller's expense to be disbursed in accordance with the final 120 determination of the IRS, provided Seller so requests and gives Buyer notice of the pending application in accordance 121 with Section 1445. If Buyer does not pay sufficient cash at closing to meet the withholding requirement, Seller will deliver 122 to Buyer at closing the additional cash necessary to satisfy the requirement. Buyer will timely disburse the funds to the 123 IRS and provide Seller with copies of the tax forms and receipts. 124 (g) 1031 Exchange: If either Seller or Buyer wishes to enter into a like-kind exchange(either simultaneously with closing 125 or after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate in all reasonable 126 respects to effectuate the Exchange including executing documents; provided, however, that the cooperating party will 127 incur no liability or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by 128 the Exchange. PROPERTY CONDITION 129 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions 130 resulting from Buyer's Inspections and casualty damage, if any,excepted. Seller will maintain the landscaping and grounds in 131 a comparable condition and will not engage in or permit any activity that would materially alter the Property's condition without 132 the Buyer's prior written consent. 133 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which 134 flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property 135 and rebuilding in the event of casualty. 136 (b)Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect 137 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study Period has - 138 expired or if Buyer has checked choice(c)(2)below. 139 (c) Inspections: (check(1)or(2)below) 140 LJ (1) Feasibility Study: Buyer will, at Buyer's expense and within days from Effective Date ("Feasibility 141 Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, 142 for _ use. 143 During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, 144 analyses,surveys and investigations("Inspections")that Buyer deems necessary to determine to Buyer's satisfaction 145 the Property's engineering, architectural and environmental properties; zoning and zoning restrictions: subdivision 146 statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and 147 regional growth management plans; availability of permits, government approvals, and licenses; and other Inspections 148 that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must 149 be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all documents 150 Buyer is required to file in connection with development or rezoning approvals. 151 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility 152 Study Period for the purpose of conducting Inspections; provided,however,that Buyer, its agents, contractors and 153 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless 154 from losses, damages. costs, claims and expenses of any nature, including attorneys'fees, from expenses and liability 155 incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of 156 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a 157 construction lien being filed against the Property without Seller's prior written consent. If this transaction does not 158 close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return 159 the Property to the condition it was in prior to conduct of the Inspections,and(2)release to Seller all reports and other 160 work generated as a result of the Inspections. 161 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination 162 of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute 163 acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable 164 to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the 165 day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper 166 uujhorization from all interested parties. 167 l� (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being 168 satisfied that either public sewerage and water are available to the Property or the Property will be approved for the 169 installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations 170 and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental 171 conditions, are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. 172 Buyer( ' )( )and Seller( PPj)( )acknowledge receipt of a copy of this page,which is Page 3 of 7 Pages. VAC-9 Rev 4'07,:c1,2007 Flonda Association of Realtors®All rights reserved.Licensed to Alta Star Software. Software and Added Formatting Copyright 2007 Alta Star Software,Inc.All Rights Reserved. (305)279-8898 173 (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any 174• contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels, 175 units, or interests; or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more 176 lots, parcels, units, or interests which are offered as a part of a common promotional plan.", Buyer may cancel this Contract 177 for any reason whatsoever for a period of 7 business days from the date on which Buyer executes this Contract. If Buyer 178 elects to cancel within the period provided,all funds or other property paid by Buyer will be refunded without penalty or 179 obligation within 20 days of the receipt of the notice of cancellation by the developer. 180 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, or 181 Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or 182 if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written 183 notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in accordance with 184 this Contract and receive all payments made by the government authority or insurance company, if any. 185 TITLE 186 8.TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative or 187 guardian deed as appropriate to Seller's status. 188 (a)Title Evidence:Title evidence will show legal access to the Property and marketable title of record in Seller in 189 accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of 190 which prevent Buyer's intended use of the Property 191 as school use 192 covenants, easements and restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and 193 mineral rights of record if there is no right of entry;current taxes; mortgages that Buyer will assume; and encumbrances that 194 Seller will discharge at or before closing. Seller will deliver to Buyer Seller's choice of one of the following types of title 195 evidence, which must be generally accepted in the county where the Property is located (specify in Paragraph 5(c) the 196 selected type). Seller will use option (1) in Palm Beach County and option (2)in Dade County. 197 (1)A title insurance commitment issued by a Florida-licensed title insurer in the amount of the purchase price and 198 subject only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date. 199 (2)An existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be 200 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the 201 Property recorded in the public records of the county where the Property is located and certified to Effective Date. 202 However if such an abstract is not available to Seller,then a prior owner's title policy acceptable to the proposed 203 insurer as a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format 204 acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, 205 together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to Seller 206 then(1)above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date. 207 (b)Title Examination: Buyer will examine the title evidence and deliver written notice to Seller,within 5 days from receipt 208 of title evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from 209 receipt of Buyer's notice of defects("Curative Period")to cure the defects at Seller's expense. If Seller cures the defects 210 within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on Closing 211 Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to cure the 212 defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from receipt of 213 Seller's notice, either cancel this Contract or accept title with existing defects and close the transaction. 214 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written notice 215 to Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on the 216 Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any such 217 encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations will be 218 determined in accordance with subparagraph(b)above. 219 (d) Coastal Construction Control Line: If any part of the Property lies seaward of the coastal construction control line as 220 defined in Section 161.053 of the Florida Statutes,Seller shall provide Buyer with an affidavit or survey as required by law 221 delineating the line's location on the Property.unless Buyer waives this requirement in writing. The Property being 222 purchased may be subject to coastal erosion and to federal, state, or local regulations that govern coastal property, 223 including delineation of the coastal construction control line, rigid coastal protection structures, beach nourishment, and the 224 protection of marine turtles. Additional information can be obtained from the Florida Department of Environmental 225 Protection, including whether there are significant erosion conditions associated with the shoreline of the Property being 226 purchased. 227 4 Buyer waives the right to receive a CCCL affidavit or survey. 228 MISCELLANEOUS 229 9. EFFECTIVE DATE;TIME; FORCE MAJEURE: 230 (a) Effective Date: The "Effective Date" of this Contract is the date on which the last of the parties initials or signs and 231 delivers final offer or counteroffer. Time is of the essence for all provisions of this Contract. 232 (b)Time: 233 All time periods expressed as days will be computed in business days (a "business day" is every calendar day except 234 Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, • 235 performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in the county 236 where the Property is located)of the appropriate day. J 237 Buyer( tc4, )and Seller( pJ )( )acknowledge receipt of a copy of this page,which is Page 4 of 7 Pages. VAC-9 Rev.47 c©2007 Florida Association of Realtors8) All rights reserved.Licensed to Alta Star Software. Software and Added Formatting Copyright 2007 Alta Star Software, Inc.All Rights Reserved. (305)279-8898 238 (c) Force Majeure: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable to each 239 ' other for damages so long as the performance or non-performance of the obligation is delayed, caused or prevented by 240 an act of God or force majeure. An "act of God" or "force majeure" is defined as hurricanes, earthquakes, floods, fire, 241 unusual transportation delays,wars, insurrections and any other cause not reasonably within the control of the Buyer or 242 Seller and which by the exercise of due diligence the non-performing party is unable in whole or in part to prevent or 243 overcome. All time periods, including Closing Date, will be extended (not to exceed 30 days) for the period that the force 244 majeure or act of God is in place. In the event that such "act of God"or "force majeure" event continues beyond the 30 245 days in this sub-paragraph,either party may cancel the Contract by delivering written notice to the other and Buyer's 246 deposit shall be refunded. 247 10. NOTICES:All notices shall be in writing and will be delivered to the parties and Broker by mail, personal delivery or • 248 electronic media. Buyer's failure to deliver timely written notice to Seller, when such notice is required by this Contract, . 249 regarding any contingencies will render that contingency null and void and the Contract will be construed as if the 250 contingency did not exist. Any notice, document or item delivered to or received by an attorney or licensee (including 251 a transaction broker)representing a party will be as effective as if delivered to or by that party. 252 11. COMPLETE AGREEMENT:This Contract is the entire agreement between Buyer and Seller. Except for brokerage 253 agreements, no prior or present agreements will bind Buyer,Seller or Broker unless incorporated into this Contract. 254 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound. 255 This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications 258 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. 257 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this 258 Contract is or becomes invalid or unenforceable,all remaining provisions will continue to be fully effective. Buyer and Seller 259 will use diligence and good faith in performing all obligations under this Contract. This Contract will not be recorded in any 260 public records. 261 12. ASSIGNABILITY;PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms 262 "Buyer", "Seller", and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, 263 personal representatives and assigns(if permitted)of Buyer,Seller and Broker. 264 DEFAULT AND DISPUTE RESOLUTION 265 13. DEFAULT:(a)Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent 266 effort, Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit 267 without waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to 268 Broker for the full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time 269 specified, including timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be 270 paid as liquidated damages , and Broker will, upon demand, receive 50% 271 of all deposits paid and agreed to be paid (to be split equally among Brokers)up to the full amount of the brokerage fee. 272 14, DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in 273 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: 274 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days 275 from the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent 276 will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the Florida 277 Real Estate Commission. ("FREC"). Buyer and Seller will be bound by any resulting award, judgment or order. A broker's 278 obligation under Chapter 475, FS and the FREC rules to timely notify the FREC of an escrow dispute and timely resolve the 279 escrow dispute through mediation, arbitration, interpleader, or an escrow disbursement order, if the broker so chooses, 280 applies only to brokers and does not apply to title companies. attorneys or other escrow companies. 281 (b)All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to 282 resolve the matter through mediation,failing which the parties will resolve the dispute through neutral binding arbitration in 283 the county where the Property is located. The arbitrator may not alter the Contract terms or award any remedy not provided 284 for in this Contract. The award will be based on the greater weight of the evidence and will state findings of fact and the 285 contractual authority on which it is based. If the parties agree to use discovery, it will be in accordance with the Florida Rules 286 of Civil Procedure and the arbitrator will resolve all discovery-related disputes. Any disputes with a real estate licensee 287 named in Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing to become a party to 288 the proceeding. This clause will survive closing. 289 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by 290 submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a 291 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or 292 other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration"is a process in 293 which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is 294 binding on the parties. Arbitration will be in accordance with the rules of the AAA or other arbitrator agreed on by the parties. 295 Each party to any arbitration will pay its own fees, costs and expenses, including attorneys' fees, and will equally split the 296 arbitrators'fees and administrative fees of arbitration. In a civil action to enforce an arbitration award, the prevailing party to 297 the arbitration shall be entitled to recover from the nonprevailing party reasonable attorneys'fees, costs and expenses. 298 Buyer r�( )and Seller{j/'/. )( )acknowledge receipt of a copy of this page,which is Page 5 of 7 Pages. VAC-9 Rev.4 7©2007 Florida Association of Realt rsC) All rights reserved.Licensed to Alta Star Software. Software and Added Formatting Copyright 2007 Alta Star Software, Inc.All Rights Reserved. (305)279-8898 299 ESCROW AGENT AND BROKER 300 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow 301 and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this 302 Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for 303 misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this 304 Contract or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing 305 fees and costs from the deposit and will recover reasonable attorneys'fees and costs to be paid from the escrowed funds or 306 equivalent and charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be 307 arbitrated, so long as Escrow Agent consents to arbitrate. 308 16. PROFESSIONAL ADVICE; BROKER LIABILITY:Broker advises Buyer and Seller to verify all facts and representations 309 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, 310 determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, the effect 311 of property lying partially or totally seaward of the Coastal Construction Control Line, etc.) and for tax, property condition, 312 environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the Property and that all 313 representations(oral.written or otherwise) by Broker are based on Seller representations or public records. Buyer agrees to 314 rely solely on Seller, professional inspectors and governmental agencies for verification of the Property condition and 315 facts that materially affect Property value. Buyer and Seller respectively will pay all costs and expenses. including 316 reasonable attorneys' fees at all levels, incurred by Broker and Broker's officers, directors, agents and employees in 317 connection with or arising from Buyer's or Seller's misstatement or failure to perform contractual obligations. Buyer and Seller 318 hold harmless and release Broker and Broker's officers, directors, agents and employees from all liability for loss or damage 319 based on(1) Buyer's or Seller's misstatement or failure to perform contractual obligations; (2) Broker's performance, at 320 Buyer's and/or Seller's request, of any task beyond the scope of services regulated by Chapter 475, F.S., as amended, 321 including Broker's referral, recommendation or retention of any vendor;(3) products or services provided by any vendor;and 322 (4)expenses incurred by any vendor. Buyer and Seller each assume full responsibility for selecting and compensating their 323 respective vendors. This paragraph will not relieve Broker of statutory obligations. For purposes of this paragraph, Broker will 324 be treated as a party to this Contract. This paragraph will survive closing. 325 17. BROKERS:The licensee(s)and brokerage(s)named below are collectively referred to as"Broker." Instruction to Closing 326 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 327 separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent Broker 328 has retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will disburse 329 brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of compensation made by 330 Seller or listing broker to cooperating brokers. 331 NO BROKER 332 Selling Sales Associate/License No. Selling Firm/Brokerage Fee:($or%of Purchase Price) 333 NO BROKER 334 Listing Sales Associate/License No. Listing Firm/Brokerage Fee:($or%of Purchase Price) 335 ADDITIONAL TERMS 336 18. ADDITIONAL TERMS: 337 1. Signatures of the parties hereto on copies of this Contract and any subsequent amendments to the Contract 338 which are transmitted by facsimile machine or electronic email transmission shall be deemed originals for all 339 purposes hereunder, and shall be binding upon the parties hereto. This Contract and any subsequent 340 amendments to the Contract may be executed in any number of counterparts and by the separate parties hereto 341 and separate counterparts, each of which when taken together shall be deemed to be one and the same 342 instrument. 343 :144 CONTINUED NEXT PAGE 34b 346 3 f 47 Buyer( 7 -'i( )and Seller( ax,i )( )acknowledge receipt of a copy of this page,which is Page 6 of 7 Pages. VAC-9 Rev.4/07©2007 Florida Association of Realtors®.All rights reserved.Licensed to Ma Star Software. Software and Added Formatting Copyright 2007 Alta Star Software,Inc.All Rights Reserved. (305)279-8898 348 _2, Wier hereby authorizes Buyer to include the Property in Buyer's pending land use and site plan applications. 349 The purchase of the Property shall be subject to the Village Council's approval of said applications including the 350 Property. Closing shall occur 30 days after final approval of the pending land use and site plan applications 351 provided there are no appeals of the approval. The conveyance from Seller to Buyer shall be in the same form of 352 conveyance as it was in 2005 Iles ppRuir • e Property. 353 or __ / r 354 In the event t• -pending Ian• r - . • e pan applications are not approved within one (1) year of the Effective 355 Date, Buyer may, in Buyer's}}sole.discretio -terra n tee this Contract whereupon the deposit shall be immediately 356 returned. 357 -- 358 This is intended to be a legally binding contract. If not fully understood, seek the advice of an attorney prior to signing. 359 OFFER AND ACCEPTANCE 360 (Check if applicable: U Buyer received a written real property disclosure statement from Seller before making this Offer.) 361 Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a copy 362 delivered to Buyer no later than ❑ a.m. O p.m. on this 363 offer will be revoked and Buyer's deposit refunded subject to clearance of funds. 364 COUNTEROFFER/REJECTION 365 ❑ Seller counters Buyer's offer(to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver 966 a copy of the acceptance to Seller. Unless otherwise stated, the time for acceptance of any counteroffers shall be 2 days from 367 the date the counter is delivered. U Seller rejects Buyer's offer. THE BENJAMIN PRIVATE SCHOOL, INC., a private school corporation y /dVli 368 Date: Buyer: 369 Print name: By:- gaeetLT o1.c1 370 Date: Buyer: • 371 Phone: Print name: 372 Fax: Address: 11000 Ellison Wilson Road,North Palm Beach, FL 33408 373 Email: VILLAGE • ORTH PALM CH, a municipal corporation ) r 374 Date: Seller: / 375 Print name: By_ 376 Date: - Seller: 377 Phone: Print name: 378 Fax: Address: do Leonard G.Rubin Esquire.701 Northpoint Parkway.Suite 209.West Palm Beach.FL 33407 379 Email: Igrubin@bellsouth.net 380 Effective Date: (The date on which the last party signed or initialed and delivered the final offer or counteroffer.) 381 Buyer /° )( )and Seller( )( )acknowledge receipt of a copy of this page,which is Page 7 of 7 Pages. The Florida Association of REALTORS and local Board/Association of REALTORS make no representation as to the legal validity or adequacy of any provision of this form in any specific transaction.This standardized form should not be used in complex transactions or with extensive riders or additions.This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR.REALTOR is a registered collective membership mark that may be used only by real estate licensees who are members of the National Association of REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United States(17 U.S.Code)forbid the unauthorized reproduction of blank forms by any means including facsimile or computerized forms. VAC-9 Rev 4/07(0 2007 Florida Association of Realtors®.All rights reserved Licensed to Alta Star Software Software and Added Formatting Copyright 2007 Alta Star Software,Inc.All Rights Reserved. (305)279-8898 ALTA STt_R EXHIBIT "A" • A parcel of land being a portion of Lot 6, of the Plat of Subdivision of Government Lot 8, Seed 4 Township 42 South, Range 43 East, Palm Beach County, Florida, cording to the Plat thereof, as recorded in Piat Book 18, Page 4,Public Recpr,dspf Palm Beach County, Florida and being more particularly described iapSfolFows • The Northerly 125 feet(measurecta0ht angles to North boundary thereof) of the Easterly 142.27 feet of th sW[ly 620 feet(Measured along North and South boundaries). �' •` Exhibit"A" Page I of 3 i �1 I �7 PUT Cr SIHRYLt90OIT OF COVER INFM1 LOT 1 swoon 110N1aI IL f 1 M RANGE 43(AST �P•S I 14227• `'�` )RN W MR I_ti-TUT Jilt 6 (,ARuj OI+x •—---. - M I AREA*3,557 SQ.FT• Z' POINT OF_ s BEGINNING of ' Ic.„...\\ 'v= RdB�Od'1i-- aAt[R�OLJNDA�DRIVEN < N.---- _!I 4e m� nl,c 1 ,.,,,-- „.0 ,,,-,-,. (50 act Rlat-or-r54--- T v – ��C Pair Or cawlarcfy[x)-/ IP ‘§ L, scum!R)Gir-Q VIAY I►IE OE CAROUIOA ORN( . s+cE f'� -' I O.R.B. 17900, PG. 784 I I C� I 16 am ,,, 0 i x SCALE I"=30' LEGAL DESCRIPTION: .5 r��l A PARCEL Of LAND BEING A �Qtt)41pN OF LAND OF LOT 6 OF THE PLAT OF SUBDIVISION OF GOVERNMENT LCT 8, SECTION 4I,IcToVISISHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA AS RECORDED IN PLA' BOOK 18,"PAGE 4 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, AND ALSO DESCRIBED IN DEED 800K 114,:1PAGE 545, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INV R01ON OF CAROLINUA DRIVE (DEED BOOK 1154, PC. 545) AND THE CENTERLINE OF U.S. HIGHWAY NO.r.K.S$! lE ROAD 5) (F.D.GT. RIGHT-OF-WAY MAP SECTION 53040-2520); THENCE ALONG THE CENTERLINE OF SAID CAROLINDA DRIVE, N88'08'06"W A DISTANCE OF 223.18 FEET TO THE POINT OF BEGINNING: THENCE CONTINUING ALONG SAID CENTERLINE, N88'08'06"W A DISTANCE OF 142.27 FEET; THENCE, LEAVING SAID CENTERLINE, NO1'22'26'W A DISTANCE OF 25.04 FEET TO A POINT ON THE NORTHERLY RIGHT OF-WAY LINE OF SAIO CAROLINDA DRIVE, "HENCE, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, S88'08'067 A DISTANCE OF 142.27 FEET; THENCE LEAVING SAID NORTHERLY RI(H-IT-OF-WAY LINE, S01'22'26"F: A DISTANCE OF 25.04 FEET TO THE POINT OF BEGINNING: CONTAINING 3,557 SQUARE FEET MORE OR LESS SKE ICH OF CESCR PT1O'J THIS IS NOT A SURVEY VILLAGE OF NORTH PALM BEACH CAROLINDA DRIVE TSCALE: 1•-30' 1 (11E1_0 BOOK N° S1iEEr: — DRAWN 0Y: I/ STAFF 1 CHECKED BY: —C.A. -- R. Engineers•Surveyors•Mappers "� TAYf 06/15/2005 — 'a'�ww PM PAW tA4l ROMP il.af it- irTlA fp! 03045.15A 1 i*(�)6a-1151•/PI pout-vim•+wt PeMC.ca t I �`�'Y»� 1 Y:\Lond Protects R2\03045.15\dwu\03045 15sketch dwa 6/17/2005 11:08:37 AM EST Exhibit"A" Page 2 of 3 • .. . .\- o . vr,--„,. . \L. ,„- , r�7,N0 . �` }sa.a.au1. I _I _ _ 7 A1b.1 .14M •I Tom. — — A 4 � § A. •.:3.l' .JI .• l42}TWMW \`., 11 Iv m[ae4.-....n. ____ r.1.1r-463.E 74• AKA-3.587 Inn i, r,1. J I "L : 1 n�y I ' Vi_e wa IQll)0444,0 .Q jH V° CI;Iii . I T `; S)S SCALE:1-.30' LEGAL DESc 114: �D . C'; A PARCEL OF LAND BEING A PORIIVN OF Lot 6 Of NE PUT M510N OF GOVERMENT LOT 8. SECTION 4,TORNSNP 42 SOUTH,RANGE 43 EAST,PALM BEAC f c 1IA AS RECORDEO N PUT BOOK 16,PAGE 4 OF THE PUBIC RE C0105 Of PALM 6EACII L ,4140 A1.50 DE5Cfi8ED N DEED 8001 1154,PAGE 54S,FLORIDA AND BEING YORE P RT:0A*tr OEStNeED AS FOLLOWS: L.,,, E61MENCNG*FT-DIE- ti tRt1 1& 800-01'CNICU1DA-DR1K-(1}t'L0-610015-1114-PC.-,t5T1DIC7------.. 111E CEN1ERUNE OF U 5.NOWAY N0. I(STATE ROAD 5)(F.O.OT.RIGHT-➢F--RIMY,YAP SECADN 93040-2520k THENCE ALONG THE CENTCF✓LPE or 5410 CAROLRDA oat%NM1iB'O61Y A ObTANCE Cf 22.318 FEET TO 114E PONT OF BEGINNNG: .- THENCE CONTINUING ALONG SNO GENUINE.N88128'06•N A DISTANCE OF 142:177.-FIR DIENCE. LEAVING SAD CENTIME.50117'26.1 A 06'ANCE OF 25.04 FEET JO A PON}`BN^.If. TIFRI!' RIGHT-OF-NAY 191E OF SARI CARQIIDA OFSVt.DOOM ALONG SA7C SOUTHERNffiaMT' NAY UNE. S86136'06-E A D1STANCE 6 142.27 FEET; THENCE IFAVNG SAD SOUTHERLY MT; �NF. HA1122'26•N A 05TANCE OF 25.04 FEET 10 114E paNT Dr BECNIN64= 0......„...../_...�-s Ltkl1ANt.:3.557 SQUARE MO E FEET RE OR LESS � SAE'CH Or DESCRPO(N INS IS NOT A SURVEY r VILLAGE OF NORTH PALM BEACH CAROLINDA DRIVE ,AU. 1..30 I -- "raw SOOT .. ,*Et. \ a.-- ' 06 5/2005 ..oT.....o.�w..- J ! 03045.158 7:St and P/0.007,1 Z\03045.15.d.a'.O20,D 15r..t,.ti.d., OP 7/2005 11.0977.AI ES' Exhibit"'A" Page 3 of 3