2005-043 North Substation Land Purchase Contract with Benjamin School
RESOLUTION 43-2005
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE
CLERK TO ENTER INTO A CONTRACT FOR SALE AND PURCHASE WITH THE
BENJAMIN PRIVATE SCHOOL, INC., A FLORIDA CORPORATION, ATTACHED AS
EXHIBIT "A", WHICH CONTRACT IS FOR THE PURPOSE OF PURCHASING A PARCEL
OF REAL ESTATE WITHIN THE VILLAGE FOR UTILIZATION AS A PUBLIC SAFETY
SUBSTATION; AND, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby
approve the Contract for Sale and Purchase with The Benjamin Private School, Inc., a Florida
corporation, attached as Exhibit "A", which contract is for the purpose of purchasing a parcel of
real estate within the Village for utilization as a Public Safety Substation.
Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the
Contract for Sale and Purchase with The Benjamin Private School, Inc., a Florida corporation,
set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 12th DAY OF MAY, 2005.
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THIS FORM HAS BEEN APPROVED BY
FLORIDA ASSOCIATION OF REALTORS (r) AND THE FLORIDA BAR.
Contract for Sale and Purchase
FLORIDA ASSOC. OF REALTORS
AND THE FL BAR
'1 PARTIES: -The Benjamin Private School Inc a Florida corporation ` ("Seller"),
2 of "11000 Ellison Wilson Road. North Palm Beach,' Florda 33408. (Phone) (561) 622-5780:
• 3 and Village bf North Palm Beach a municipalcorporation - r.... (Buyef ).
4 of 501 U S Highway One North Palm Beach Flonda 33408 (Phone) (561)841-3351
5 hereby agree that Seller shall sell and Buyer shall buy the following described real property and personal property (collectively
6 "Property') pursuant to the terms and conditions of this Contract for Sale and Purchase and any riders and addenda ("Contract")
7 I. DESCRIPTION
'8 (a) Legal description of the Real Property located in Palm Beach County, Florida:
9 See Addendum No. 7
10
'11 (b) Street address, city, zip, of the Property~is: Carolinda~Drive, North Palm Beach, Florida 33408
'12 (c) Personal Property: None UriiniproJedteaiproperty'
13
15 II. PURCHASE PRICE: $100000.00
16 PAYMENT:
'17 (a) Deposit held in escrow •. George W Baldwin Trust Account (Escrow)
'18 Agenq in the amount of $5,000.00':
'19 (b) Additional escrow deposit to be made to Escrow Agent _ days after Effective Date (see
'20 Paragraph III) in the amount of
'21 (c) Subject to AND assumption of existing mortgage in good standing in favor
22 having an approximate present principal balance of
'23 (d) New mortgage financing with a Lender (see Paragraph IV) in the amount of
'24 (e) Purchase money mortgage and note to Seller (see rider for terms) in the amount of
'25 (~ Other : - ,:
26 (g) Balance to close by U.S. cash or LOCALLY DRAWN cashier's or official bank check(s), subject
'27 to adjustments or prorations $ 95 000.00
28 III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: if this offer is not executed by and delivered to all parties
'29 OR FACT OF EXECUTION communicated in writing between the parties on or before Mav 1 2005` ,the deposit(s)
30 will, at Buyer's option, be returned and this offer withdrawn. For purposes of delivery or notice of execution, parties include Buyer
31 and Seller or each of the respective brokers or attorneys. The date of Contract ("Effective Date") will be the date when the last
32 one of the Buyer and Seller has signed this offer. A facsimile copy of this Contract and any signatures hereon shall be considered
33 for all purposes as an original.
34 IV. FINANCING:
'35 X (a) This is a cash transaction with no contingencies for financing;
'36 (b) This contract is conditioned on Buyer ob[ainm a written loan commitment within ` 'days after Effective Date for
•37 (CHECK ONLY ONE): 0 a fixed, ~ an adjustable; or ~ a fixed or adjustable rate loan in the principal amount of
'38 , at an initial interest rate not to exceed % ,discount and origination fees not to
'39 or principal amount, and for a term _ years. Buyer will make application wdhin _ days (5 days it left blank) after
40 Effective Date and use reasonable diligence to obtain a loan commitment and, thereafter, to satisfy terms and conditions of
41 the commitment and close the loan. Buyer shall pay all loan expenses. It Buyer fails to obtain a commitment or fails to waive
42 Buyer's rights under this subparagraph within the time for obtaining a commitment or, after diligent effort, fails to meet the
43 terms and conditions of the commitment by the closing date, then either party thereafter, by written notice to the other, may
a4 cancel this Contract and Buyer shall be refunded the deposit(s); or
'45 Q (c) The existing mortgage, described in Paragraph II (c) above, 0 a variable interest rate; Q a fixed interest rate of
•q6 % per annum. At time of title transfer, some fixed interest rates are subject to increase; if increased, the rate shall not
'47 exceed % per annum. Seller shall furnish a statement from each mortgagee stating the principal balance, method of
48 payment, interest rate and status of mortgage or authorize Buyer or Closing Agent to obtain the same. If Buyer has agreed to
49 assume a mortgage which requires approval of buyer by the mortgagee far assumption, then Buyer shall promptly obtain the
50 necessary application and diligently complete and return it to the mortgagee. Any mortgagee charge(s), not to exceed
•B1 ' (1% of amount assumed if left blank), shall be paid by Buyer. If Buyer is not accepted by mortgagee or
52 the requirements for assumption are not in accordance with the terms of this Contract or mortgagee makes a charge in
53 excess of the stated amount, Seller or Buyer may rescind this Contract by written notice to the other party unless either
54 elects to pay the increase in interest rate or excess mortgage charges.
'S5 V. TITLE EVIDENCE: At least 15' days before closing date, (CHECK ONLY 0 Seller shall, at Seller's expense, deliver
'S6 to Buyer or Buyer's attorney; Buyer shall at Buyer's expense obtain (CHECK ONLY ONE): Q abstract of title; or Q title
57 insurance commitment (with legible copies of instruments listed as exceptions attached thereto) and, after closing, an owner's
58 policy of title insurance
'S9 VI. CLOSING DATE: This transaction shall be closed and the closing documents delivered or before June 30 2005 _ :
60 unless modified by other provisions of this Contract.
61 VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall lake title subject to: comprehensive land use plans, zoning
62 restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the
63 plat or otherwise common to the subdivision; outstanding oil, gas and mineral rights of record without right of entry; public utility
64 easements or record (easements are to be located contiguous to real property lines and not more than 10 feet in width as to the
65 rear or front lines and 7 % feet in width as to the side lines, unless otherwise stated herein); taxes for year of closing and ;
66 subsequent years; assumetl mortgages and purchase money mortgages, if any (if additional items, see addendum); provided,
67 that there exists at closing no violation of the toregomg and none prevent use of the Property for No ~eoresentation
68 purpose(s).
69 VIII. OCCUPANCY: Seller warrants that there are no parties in occupancy other than Seller; but if Property is intended to be rented
70 or occupied beyond closing, the fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant to Standard
71 F. Seller shall deliver occupancy or property to Buyer at time of closing unless otherwise stated herein. If occupancy is to be
72 delivered before closing, Buyer assumes all risks of loss to Property from date of occupancy, shall be responsible and liable for
73 maintenance from that date, and shall be deemed to have accepted Property in its existing condition as of time of taking
74 occupancy unless otherwise stated herein.
75 IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all
• 76 printed provisions of this Contract in conflict with them.
77 X. RIDERS: CHECK those riders which are applicable AND are attached to this Contract):
'78 COMPREHENSIVE RIDER HOMEOWNER'S ASSN. COASTAL CONSTRUCTION CONTROL LINE
'79 CONDOMINIUM 'AS IS" INSULATION
'80 VAIFHA LEAD-BASED PAINT
'81 XI. ASSIGNABILITY: (CHECK ONLY ONE): may assign and thereby be released from any further liability under this
'82 Contract Q may assign but not be released from liability under this Contract; or 0 may not assign this Contract.
Buyer ( '- ~ ~ -~ ) ( ~~ ) and Seller ( ~_ ~ - ) ( " ~ ~ ' )acknowledge receipt of a copy or Nis Page
FAFUBAR - 5 Rev. 8198 RIDERS GAN BE OBTAINED FROM THE FLORIDA ASSOCIATION OF RtAL70RS (R) OR THE FLORIDA BAR.
B4
83 (p) ,~PdOn d B nPlurBlly dCrurrMg radlopcllve gPS Ihpt when PculmulPled Ire building In suftlclpnl quantlllee mpy preepnl
health rleks to person! whe ore expn9ed to JI over (I
l
L
88 mP
nve
! O(fPd011 IIIPt p%^ned Ird P,f PI Pnd lIPIp gtl lflellrtes I1PVp bCpn
Iound hr bulldhlg! In Flnrirln Arldlllannl hdniurnllnn regmiling Rndon or R
d
t
e7 a
on
psling niay hp nhl plnpd from your Cnunly
Public Hpplth Unll.
88
e9 (b) Buyer acknowledges rrcelpl of the Plorldn Ffuliding Energy-Elllclency Rating System Brochwe.
(c) If the real property Inrhldea pie-1918 relldenllPl housbig then P lead bPled pesos rider I! mandPlor
9D
91 y.
(tl) I( SBIIer I! a "Idre.lgn pP.f9nri'~ Ap dnfllled by Isle FOrglgtl InVealntpill In ReRI Prn(1Pf1y TRN ACT, Illy pAIIIR! phRII CPIIIpIy WIIh
Thal Act. -
92
97 (e) If Buyer will be obligntrd In Ln n mninher of P holnoowners' nssociPllmr, BUYER SHOULD NOT EXECUTE THIS CONTRACT
UNTIL BUYER ItA9 RECEIVED AND READ TIIE HOMEOWNERS' ASSOCIATI
94 ON DISCLOSURE.
XIII. MAXIMUM REPAIR C09T9: Seltr,r lhPll nPl Ire relpbnslbtn for payment In excel! oh
95
r 98 (a) •0- Tqr Ireatmenl Pnd repast under Standard D (If blank, then 2"/, of the Purchase Price).
(b)
4- f
97 _
or rPpPir Pnd repipcamenl under SIOndBrd N (If blank, Then 3% of the PurchPSe Price).
XIV SPECIAL CLAUSES: ADDENDA: I! nddlOrntnl In
9e nnp Pre In by prnvldpd, attach addendum end CI IECK I IFRE X
XV. STANDARDS FOR REAL ESTATE TRANSACTIONS
Sl
d
99 Pn
:
ard! A Ihrrnrgh W on Urp reverse lldp or nllPChnd Pre IncoipoiAled
a! pert of Ihls contract
110
111
100 THIS 19 INTENDED 10 BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEE TIIE ADVICE OF
101 AN Al TORNEY PRIOR TO STONING.
102 THIS FORM I IAS BEEN APPROVED BY TIIE FLORIDA ASSOCIATION OF REALTORS (R) AND THE FLORIDA BAR.
103 Approval Bops not consldufe pit op6don Thal nay of (Ire Penns end condiflons In this Contrecl should be accepted
104 Ay the parties !n a parflcnlar bensacflon. Terms and condiflons should 6e negolialed 6esed upon the
105 rp spacf' inlerps7s, ob bclrvps end bar e/nin
106 ~ 9 g Positions oy ell /rtferesled persons.
C PYRI NT B BY 7HE FLORIDA BAR AND THE FLORIDA ASSOCIATION OF REALTORS ®)
VIL OF P L ~ THE BEN MIN PRIVAT HOOL. INC.
07 B a os B -{ ~ -~ ~a.-4.._~ o of
toe (Buyer) ~-' `/ •~
(Da e) (Seller) Oate)
109 Social Security or Tax LD # _ ~60~ ~ ~~ Social Security or Tax I D p
(Date)
(Date)
112 Social Security or Tax I D. #
(Buyer)
(Seller)
Social Security or Tax LD #
113 Deposit under Paragraph II (a) received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE
714 None (Escrow A ant
115 BROKER'S FEE: Th rakers nametl below, inclu Ii i end co petering brokers, are the only brokers entitled to
1 i6 compensation In cb Ion wile this Conte
1f7 Name: ~eF ~ None
118 Cooper rig Broke . II any LIlting Broker
119 STANDARDS FOR REAL ESTATE TRANSACTIONS
12P A. EVIDENCE OF TITLE' (t) An abstrau or IItTe prepared or brought current by a reputable and existing abstract nrm (il not an existing Then
121 certltied as correct by an existing firm) purporting to be an accurate s no sis of Ina Inslrumenls aNechn line to the real ro e
122 Ina public records o! the county wherein the real y p 9 P P rtY recorded in
properly Is totaled through EHecllve Oate It shall commence with the earliest public records
1 27 Or lUCH lalef dale a! maybe C1151omany in the county Upon closing Ihls Conlrect, the pbslract snarl become Ina property of Buyer, subJECI to
124 the right of relentlon Uereor by first mongagee cold fully paid (2) A Mlle Insurance commltmenl issued by a Florida Ilcensed lisle Insurer
125 egreelnp tb Issue Buyer, upon recording or the deed l0 Buyer, an owner's panty of me tllle Insurance In Ina amount of the purchase price. Insuring
12p Buyer's Iltle to the reel property, eublecl only In Hens, encun,brences. ezcepllons or qual0callons provided In the Conlrer-I end those to ba
127 OTecherped by Seller et or berme rasing $Nlpr shoo convoy merketebte rite eu0lecl only to hens, encumbrances, exrePllons or qualincpnons
t 20 provided In this Contract Markela0le rule shpu Oe determined eccordlnp to appllc able Tlfie Sipndprds edopled by 9ulhorlty or The Florlde Rer
129 end In eccordence with Ipw Buyer shpu have 5 days tour dale or rocelving evidence of tine to ezemine it II hue Is round delecPve, Buyer
1 Jg snpll within eetd 5 days notlry Seller In wrlling speclfylnq the dereCl(s) - If defect(s) render tllle unmarketable. Seller will nave 70 day hom
1J1 recalpl to nonce to remove the defects, racing which Buyer shall, wllhln five (5) days after lxplrallOn Ot the ihlny (JO) dpy period, deliver wrI11M
1 J2 nonce to Seller wish- (1) edending Ina lime br a reawnahle period not to exceed 120 days within which Server shen use tllupem enorl to
177 remove the defetlr, or (2) requesting a refund of deposit(s) paid wMCh shau ba Immedlalely reWrned to Buyer H Buyer sans to so noliry Setter,
174 Buyer shalt be deemed to have eccepled Ina tine as II Wren Is Seller shall, a Mlle Is found unmarketable, use dlllgenl effort to cnnecl defect(s)
iJ5 wllhln the Ilme provided Iheretor II Seller is unable to timely correct the defers. Buyer shell ellher waive the derecls, a receive a refund or
17a deposit(s), thereby releasing Buyer end Seller hom all runner obligations under Ihi9 Cpnt10CI II evidence of tllle Is delivered to Buyer less Than
1 J7 5 days prior to dosing, Buyer mpy extend clmhlg dale so Thal Buyer shall have up l0 5 days hom dale of recelPt or evidence o1 tine to examine
178 eeme In eCCOrdence wllh (h4 Slandprd
17B 8. PURCHASE MONEY MORTOAOE~ 9
14g ECURITY AGREEMENT TO SELLER: A purchase money mprlgppe end morlgepa nose to SHIa phNl
provide fore 70-day peace period In the event or drl
ll II
o
111 nU
n
ral mortgage and a t5 day grece period 11 p second or fester modgpgo: shell
prdvide for rlphl of prepayment hr whole or In
oll wllho
t
l
l
142 p
u
penp
ly. s
ipil pennll pcceteiellon In event or trpnsler of the reel property; shell regi Jie
sll prior slant end encumbrances In he keel In good slandln
end l
bld
lll
t4J q
or
mod
[pllons o! or rutwa advances under prior mortgage(s). shell require
Buyer to meinteln pandas or Inenrnnce cnnlnhdng n stnndnid in
n
l
144 o
gogen c
nueo covcdnp en Imprpvement Iocpred on the reel propnny agnlnsl
Pre end en perils Included wllhln Ihp term 'extended
'
t4S coverege endorsements
end such onrer risks and pnrlt as Seller may tea snnanly require
In en amount equal to Ihelr hlghesl Insurable value, acid Ilse mortgage, Hole end secwlty epreement shah be otheiwtse In f
d
14p
147 orm en
Canlem iequirpd
by Server; but Server mpy only require clauses and coverege tustomarny found In mortgages, mpngage voles end secwlty agreement
en
u
g
era
y
uln!xed by savlnps end loan InshWbons or stare or national banks Totaled In the county wherein Ure real propert
h located
All
148
t49 y
.
personal
property and leases Deing conveyed or assigned wul, et Severs option, be sublet to the (Ten of a security agreement evidenced by recorded
finpndng sletement
It a balloon mort
a
th
ti
s
t 50 .
g
ge,
ne
e
payment will exceed the periodic payments (hereon
C
S
t S t .
URVEY: Ruyer, el Buyers expense. withhi time euowed to deriver evidence of title and to ezemine same, may have the real propedy surveyed
end cent/ed by a reptlereo Fl
rid
152 o
a surveyor It the survey dlsdoses encroachment on the real properly m Thal Improvements located thereon
encroach on setback Imes, easement. lands or others or violate any restrldions
Conlracl covenant
15J ,
s or appncable governmental regulation, the
same shall conllllule s IIUe deleCl.
154
1 SS D. TERMITESANOOD DESTROYING ORGANISM 9: Buyer, al Ruyer's expense, within the time snowed To deriver evidence of lisle, may have the
Property Inspected by a Flprlda Cenlned pest Convol O
erat
r
'O
'
1 SR p
(
o
perator
) to determine Ir mere b any visible erlive termite Intesralton or
vtlble damage from termite Inreslallon, excluding fences If ellher or both are round. Buyer snail have 4 days tram dat
!
tt
157
15p e o
wri
en nolire Iheregr
within which to have cost or Treatment. it required, esllmated by !tie Operator and pit damage Inspected and esUmeted by a ilcensed D
ud
1 SB u
er or
generel contractor. Seller shah pay valid costs or ueatmem and repair or all damage up to the amount provided In Paragraph x111 (a)
If
ll
e
.
maf
es
d cost exceed Thal amount. Buyer shall have the opllon of canceling This Contract wllhln 5 days alter receipt or contra
r
t
ta0
is I c
o
s repan
estlmaie by giving wrlUen notice to Server or Buyer may ererl to proceed with the transaction, and receive a credit at closing on rho amount
provided In Per
r
h XI
I
'
'
t 92 ap
ap
I
(el
iermnes
shall he deemed to Intrude ail wood destroying orpanbms requtied 1o be reported under ins Florida Pesl
Control Act, ee emended •
187 E. INGRESS AND EGRESS: Serer warrants and represenU that there is Ingress and egress to The real pro
erl
ln
I94 y su
p
renl for It Inlonded we
ps described In Paragraph VII here ol, Ulle Io wMCh b In accordance with Standard A
IeS
I Bp F. LEASES: SeTiN shell, not less then t! days berate Uosing. fumUh to Buyer copies o1 all wrluen leases end estoppel letter Irom each
tenant epedrylnp the nature and duration or the tenant's oc
1 a7
tap cupancy, rental rates, advanced rent end security ddposit paid by lenpnl. II Seller Is
unable to obtain such letter tram each tenant. the same Intormallon shall be furnished by Seller end Buyer within (het lime period In the IOrm of e
Severs emdavll, end Buyer may tnereaner contact tenant to connrm such Information Seller shall
et dosin
a
d
1pB ,
g,
=
ver end assign an original
leases to Buyer.
r70
t7t 0. LIENS: Seller eheu furnish to Ruyer at time oI rnslnq an alndavl allesling to Ire absence. unless olnenvise provided roe nerem
of an
tin
n
in
t
I72 ,
y
e
p sn
c
amenl. calms or hen or pmenual tienon know to Server and rurlher auesung that them have been no Improvements or repetrf to
the real propeM for BO days immedlalet
precedin
dal
r
l
i
y
g
e n
c
os
ng II the reel property ties been improveA or repatied whhln Inat lime, Server
7uyer ( ) 1 ) and Seller ( 1 ( )acknowledge receipt of a copy or Isis page.
°AR/BAR • p Rev p/Bp RIUER$ CAN RE OBTAINED FROM THE FLORIDA ASSOCIATION OF REALTORS (R) OR TIIE FLORIDA BAR
177 sh;yllAetiver releases or waivers of conslruclion hens executed by all general contractors, subcontractors, suppliers and rnaterialmen m addition
174 to Seller's Ilan df(idavil Selling IOflh the names of all such general Conlraclors, sabCOntraClOrs, 5upp1ier5 and malerialrnen, further ahummg Thal
176 all charges for improvements or repatrs which could serve as a basis for a construction lien or a Uaim for damages have taco pa¢I or will be Pala
176 at the closing of Itlls Contract.
177 H. PLACE OF CLOSING: Closing shah be held in ale county wherein Inc real properly is located at the oflica of the attorney or other closing
178 agent ('Closing Agent') deslgnaled by Seller.
179 1. TIME: In computing Ume penods of less Than six (6) days, Saturdays. Sundays and stale or national legal hdbdays snarl b0 excluued Any time
160 periods provided for herein which Shall end on a Saturday. Sunday, or a loyal holiday Shall extend l0 600 p m of Ih0 next baroness day Time 15 0l
181 Inc essence .n This Contract.
162 J. CLOSING DOCUMENTS: Seller shall tarnish the deed, bill of sale, construction lien adidaml, owner's possession alhoav6, assignments of
187 leases, tenant and mortgagee estoppel letters and corrective instruments. Buyer shall furnish closing slalemem, morlgaye, mortgage note,
• 164 _ secunry agreement and financing statements
185 N. E%PENSES: Documentary stamps on ilia deed and recording of corrective Instruments shall be paid by Seller. Documemary stamps and
168 Intangihie tax on the purcnasa money mortgage anti any mortgage assumed, mortgagee Iiue insurance commlunent wen reialeo lees, ono
187 recording of purchase money mongage to Seller, deed and financing statements shall be paid by Buyer Unless otherwise Orovitled by law or
168 rider to Nis Contract, charges for the following related bile services, namely title or abstract charge, title examinauon. and settlement
169 and closing fee, shall be paid by the party responsible for furNSning Tne fine evidence In accordance with Paragraph V.
180 L. PROBATIONS; CREDITS: Taxes, assessments, rent, interest. Insurance and other expenses of the Property shall ba prorated through Inc
191 day before closing Buyer shall have ilia option of takng over existing pohcres of Insurance, it assumable, m which event premiums snarl be
192 prorated. Cash at closing shall be Increased or decreased as may be required by prorahons to be made Ihrougb day prior to closing, or occupancy,
197 it occupancy occurs before closing Advance rent and secunty deposits will be credited to Buyer. Escrow deposts held by morlgagee will be
184 credited to Seller. Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homeslea0
195 and other exemptions. If closing occurs at a dale when the current year's mdlage is not fixed and current year's assessment is available, taxes
196 will be prorated based upon such assessment and poor year's mlllage. If currant year's assessment Is not available, Then taxes will be prorated
197 on prior year's tax. If there are completed Improvements on the real property by January 1•' of year of closing, which improvements were not m
198 existence on January 1" of prior year, then taxes shall be prorated based upon prior year's miuaye and at an equitable assessment to be agreed
199 upon between the ponies, fading which, request shall be made to the County Properly Appraiser for an informal assessment taking mto account
200 available exemptions. A tax proration UaseO on an estimate shall, at request or enher parry, be readµisled upon receipt df lax bill on condition
201 that a statement td the atlecl is signed at closing
202 M. SPECIAL ASSESSMENT LIENS: Candied. conhrmed and ratified special assessment liens as of dale of closng (not as or Eneclive Date)
203 are Id paid by Setter. Pending liens as of dale of closing snarl be assumed by Buyer. It the Improvement has been substantially complete as
204 of Effective Date, any pending lien shoe be considered ceru6ed, conhrmed or ratified and Seller snarl, al closing, be charged an amount equal
205 the last estimate or assessment for the improvement by the public body
206 N. INSPECTION, REPAIR AND MAINTENANCE: Scher wa«ants That the ceiling, roof (including the fascia and sonns) and exterior and
207 interior walls, foundation, seawalls (or equivalent) anJ dockage do not have any Visible Evidence of leaks, water damage or structural damage
2oB and that the septic tank, pool, all appliances, mechanical dams, healing, cooking, electrical, plumbing systems and machinery era in Working
209 Condtion The loreyoing warranty shall be limned to the hems speufied unless otherwise provided in an addendum Buyer rosy, al Buyers
210 expense, have inspections made of those uems wumn 20 days after Inc Euechve Dale, by a hurl or Individual specializing in home inspections
211 ono holding an occupational license for such purpose tir required) or by an appropnalely licensed Flontla contractor, and Boyar shall, prior
212 to Buyer's ocaipancy, but more Than 20 days slier Effective Date, repon m writing Io Seller such hems That do not meet the above standards
213 as to detects Unless Buyer timely repons such defects, Buyer shall be deemed to have wowed Seller's warranties as io defeus not reported
214 If repatrs or replacements are required W comply wdh This Standard, Seller shall cause Inem to be made ono shall pay up to the amount
215 provided In Paragraph XIII (b). Seller Is not requred to make repatrs or replacements of a Cosmetic Condtllon unless caused by a defect Seller
216 is responsible Id repair or replace. If the cost for such repair or replacement exceeds the amount provided In Paragraph xlll(U), Buyer and Seller
217 may elect fo pay 5udh excess, fatting which either pony may cancel IhiS Comract 11 Seller is unable Id correct the defects poor to closing. Inc
216 cost therzof shah be paid mto escrow at closing Scher snail, upon reasonable notice, provide willies service and access to the Properly for
219 inspections, including awalk-through poor to closing. to confirm that all items of personal property are on the real property and, sub{ecl to the
220 foregoing, that all required repairs and replacemems nave been made and that the Properly, including, but not limited to, lawn, shrubbery and pool,
221 if any, has been mamtamed in the condition existing as of Eflectrve Dale, ordinary wear and tear excepted. For purposes of this ConlracP. (a)
222 'WOrking Condition' means operation In Inc manner In wnlch the Irom was designed to operate, (b)'Cosmetlc Condition means aesihelic
227 unperfechons that do not affect Ilia worFing condlnon of the eem, including, but not tootled W pdtud marcite: missing or lore screens; fogged
224 windows; tears, worn spots, or discoloration of floor coverings, wallpaper, or window Ireatrnenls, had holes, scratches, dams, scrapes, chips or
225 caulking in ceding, walls, Iloorinps, fixtures, or minor, and minor cracks In boors, Ines, windows. Uiiveways, sidewalks, or pool decks. and (cJ
228 cracked roof tiles, curling or worn shingles. or limited roof life shall not be considered defects Seller must repair or replace, so long as there is no
227 evidence of actual leaks ur leakage or structural damage, but missing ales will ba Seller's responsmilny to replace
228 O. RISK OF LOSS: If the Property Is damaged by lire or other casualty before ciosing and cast of restoration does not exceed 3 % of die
229 assessed valuahdn df the Properly sd damaged, cost of restoration shall ba en obligallon of Seller and closing shall proceed pursuant to me
270 Terms of this contract with restoration costs escrowed al closing. If the cost of restoration exceeds J % of ilia assessed valuation of the
231 Properly so damaged, Buyer shall have the option of enher lakmg the Property as is, together wdh edher Ina 7 % or any insurance proceeds
272 payable by vlrlue of such loss or damage, or of canceling this Comract and receiving return of the depose(s).
237 P. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall ba rneordod upon etnal snarl of huido If an shah act of aria lien Uuml
274 furnished, evidence of Mlle shall be continued at Ouyer'e expanse to show title In Buyer, without any encumbram:aa or change which would randur
235 Seller's title unmarketable from the date of the last evidence All closing proceeds shall be held to escrow by Seller's ahorney or other muluauy
276 acceptable escrow agent for a period of not more than 5 days after closing date If Seller's Ii1le is rendered unmarketable, through no laws of
277 Buyer, Buyer shall, wllhtn the S-day perod, nohly Seller In writing of the defect end Seller shall have 70 days Irom date of receipt of such
276 notification to cure Ilia delecl If Seller fails to nmety cure Ilia defect, all deposd(s) and ciosing funds shau, upon wnuen demand by Buyer and
278 within 5 days afar demand, be returned to Buyer and, simultaneously wdh such repayment, Buyer shall return the personal properly, vacate the
240 real progeny and reconvey tna Progeny to Seller by special warranty deed end bill of sale If Buyer falls to make timely demand for ralunu. Buyer
241 shall lake title as Is, waiving all nphls against Seller as to any Intarvening defect except as may be available to Buyer by moue of warranties
242 contained In the deed or bill of sale If a portion of the purchase price is to b6 derived from insUlulional financing or rehnancmp, requuements
247 of the lending institullon as to place, thou of day and procedures for closing, and for dlsbursemenl of mongage proceeds shun control ova
244 contrary provision in this Contract Seller shall nave the right ld require from the lending Institution a written commllmenl that it will not
245 withhold dlsbursemenl of mongage proceeds as a result of any lino delecl atlnbulable !o Buyer mortgagor. Tne esuow and closing procedure
248 regwred by Nls Standard shall be waived d Ina uric agent insures adverse maters pursuant to Section 627.7641, F S , as amended
247 O. ESCROW: Any escrow agent ('AgenC) reserving funds or egwvalent is aulhonzed and agrees by acceptance of Ihern to deposd them
24a promptly, hod same to escrow and, sub)ect to clearance, disburse Them in accordance with terms and conditions of this Contract Failure o!
249 funds to clear snail not excuse Buyer's peddrmance. If in doubt as to Agent's dupes or bahitities under the provisions of this Comract. Agent
250 may, at Agent's option, continue to hold the subtect mailer of the escrow until the parlies hereto agree to it disbursement or until a )udgernenl
251 df a court df competent Jurisdiction shall determine the nghls of the parties, or Agent may deposit same with the clerk of the circus coon having
252 turisdiction of the dispute Upon notirying au parties concerned of such action, all liabddy on the part of A9enl shau lusty terminate, except to
257 the extent of accounting for any dams previously delivered out of escrow. If a licensed real estate broker, Agem will comply wdh provisions of
254 Chapter 475 F.S , as amended. Any suit between Buyer and Seller wherein Agent is made a parry because of acting as Agent hereunder, or in any
255 suit wherein Agent mlerpleads the suDlecl maker of the escrow, Agent shall recbve! reasonable atlorney'S fees and bdst5 incurred with these
256 amounts to be paid Irom and out of Ne escrowed funds or equivalent and charged and awaroed as court costs in favor of me prevailing party Tne
257 Ayem snail not be liable td any party or person for misdelivery to Buyer or Seller of items subiecl to the escrow, unless such misdelwery rs due to
258 willful breach of the provisions of this Contract or gross negligence of Agent
269 R. ATTORNEY'S FEES; COSTS: In any Idgation, Including breach, enforcement or Interpretation, arising out of INS Contract, the prevailing
260 parry in such litigation, which, for purposes of this Standard, shall include Seller, Buyer and any brokers acting in agency or nonayency
261 relationships authoneetl by Chapter 475 F.S . as amended, shall be entitled to recover from the non-pr@vailing parry reasonable attorney's fees,
262 costs and expenses
26I S. FAILURE OF PERFORMANCE; II Buyer tails to perform this Contract within the time specified, mcludmg payment of all deposes, the
264 Oeposn(s) paid by Buyer and Deposit(s) agreed to be paid, may be recovered and retained by and for the accowil of Seller as agreed upon
265 Ilquidaled damages, consldeiahon for the execullnn of This Contract and In full selllemenl of any claims, whereupon, Buyer and Sctlur shall be
208 relieved of all oDligahone under IIe9 Cdntiact; or Seller, at Sallar's option, may proceed In tlgwty Iu enforce Sellure rights nnddr tins Conn act If
267 for any reason other Than failure of Seller to make Seller's title marhelable after dlligenl ellon, Server tans. negleris or rehises to perform Nis
266 Contract, Boyar may seek speclhc perlamance or elect Id receive Ilia return of Boyar's Ueposil(s) wilhoullhetetyt Jp'Hiving enY action !or
269 demegn+esWeng from$dlers 6rcech J S L C s 8 0 1 8 C l! 111 l: r) Y.
270 T. CONTRACT NOi RECORDABLE; PERSONS BOUND; NOTICE: Ncuher Ihln Conuacl nor any nonce df II shall his lucurded hi any puullc
271 reCOfds i t11Y COI IIIdGI 611JII bllld slid Il inltl 10 e1e bellUlll Of 1119 pdrlle9 Gild Ihelr BIiCCe 59019 ill Ii llerast Whencvtlf Illd CJnll:xl puriiilin. Sirlgndr
272 shall inchufa plural and one ponder shat) Inchultl all Notice gluon by or Io ilia alldrntly for airy psi ry shall tie as ulleuivu as rt given uy of w Not
277 parry.
• 274 U. CONVEYANCE: Sonar shall convey alto to Na real properly by stawlay wauarlly, Inroltln'n. pcrnunal rnpresuntatiwb ul goal tlidn'n load, es
276 approprlal6 to the status of Seller, 9ub~uct only to mailers conlelned in Paragraph VII and Nuse oNerwise accepted by Brayer Personal progeny
276 shall, at the request of Buyer. be Iranslene0 by an absoWte hill of sale wish warranty of tine, subleu only to such mauoi s us may be oNrrwise
277 provided for herein
276 V. OTHER AGREEMENTS: Nu prior or prosem agreenlerils or reprusuwallons shall be biudmg ripwi Boyar or Seller unless ulciuduU m Ihrs
27B Contract. No moddicatlon to or rhanpu in this Contract shall be valid or binding upon th6 parlies unless In wrtliiig and exOCmed by uiu psi ty or
280 parlies Intended to be bound by II
281 W. WARRANTY: 5euer wauauln that wua are no facts known to Seller maim laity afluuing the vahiu of the Pnyinity wluwi mu nut iuadily
262 observable by Buyer or wlech have not been disclosed to Buyer
Buyer ( ) ( ) and Sfiller ( ) ( ) eckuuwlOdgn receipt of a ropy of This page
FARIl1AH ~ 6 Rev 6108 RIDERS CAN B[ Ott PAINED PROM TI IE FLORIDA ASSOCaATInN of REAI ~I i)f+s (l+) rn+ t I IL r l ul+hiA BnR
ADDENDUM NO. 1
• THIS ADDENDUM NO. 1 is to that certain Contract for Sale and Purch
ase by and
. between THE BENJAMIN PRIVATE SCHOOL, INC., a Florida corporation, as Seller, and
VILLAGE OF NORTH PALM BEACH, a municipal corporation, as Buyer, for the sale and
purchase of real property located on Carolinda Drive, North Palm Beach, Florida 33408.
XIV. SPECIAL CLAUSES: ADDENDA:
1. The real property that is the subject of this transaction is located along the
north side of Carolinda Drive, just west of U.S. Highway No. One, North Palm Beach,
Florida, consisting of approximately 17,780 square feet, and shown as Parcel No. 1 on that
certain appraisal of Anderson & Carr, Inc. for Buyer dated May 19, 2004.
2. The parties acknowledge that upon Buyer's taking legal title to subject real
property, Buyer may, in accordance with Florida Statutes and its Charter and Code of
Ordinances, re-zone subject property to P Public District.
3. Buyer shall, in accordance with Florida Statutes and its Charter and Code of
Ordinances, and upon expiration of right of due diligence of thirty (30) days as set forth in
this Contract proceed to abandon Carolinda Drive from Ellison Wilson Road to the eastern
line of subject real property, which line is approximately 150 feet west of the western right-
of-way line of U.S. Highway No. One; provided, however, at the request of Seller, Buyer
shall not abandon that portion of Carolinda Drive which would result in an adjacent
shopping center acquiring title to a portion of the abandonment,
4. At closing, SelleragreestograntBuyerawritten easementauthorizingBuyer
to utilize that portion of abandoned roadway from the western edge of subject real property
to Ellison Wilson Road for emergency purposes only. "Emergency Purposes" would
include, but not be limited to, utilizing the roadway for ingress and egress to Ellison Wilson
Road when ingress and/or egress from subject property to U.S. Highway One is not
feasible. It is understood and the easement shall so provide that Buyer shall only have
usage of such portion of the roadway for emergency purposes so long as Seller maintains
and utilizes the referenced site as roadway and not for other purposes.
5. a. At closing, Seller agrees to convey to Buyer fee simple title to that
portion of the roadway adjacent to subject real property which comes into the ownership
of Seller. Buyer shall have the right to then place, control, operate and maintain a gate on
Carolinda Drive at the western line of subject real property.
b. At closing, Buyer agrees to grant to Seller a written easement
authorizing Seller to access the gate and to travel over and across the portion of Carolinda
Drive adjacent to subject property for purposes of admitting Seller's maintenance
personnel and for dropping off and picking up students. The written easement shall
provide that the easement shall expire simultaneously with Buyer's discontinuance of right
of ingress and egress to and from Ellison Wilson Road for emergency purposes
6. The parties' obligations with respect to the sale and purchase of the subject
property, Buyer's obligation to have the subject portion of Carolinda Drive abandoned,
Seller's obligation to grant Buyerthe easement for emergency purposes, Seller's obligation
to convey the portion of Carolinda Drive adjacent to the subject real property and Buyer's
obligation to grant the easement for access to the gate and to travel over and across the
portion of Carolinda Drive adjacent to the subject property are mutual conditions precedent.
Closing shall be accomplished by an escrow through the title insurance agent. On the
• closing date, the parties will deliver to the closing agent fully executed instruments
necessary to perform their obligations and Buyer will deliver the purchase price into
escrow. Upon completion of all of the conditions, the escrow agent will break escrow and
complete all of the parties' obligations. Buyerwill be responsible for all recording costs and
Addendum No. 1 to Contract for Sale and Purchase
Page 2
• documentary stamps due on the emergency purposes easement and deed for the
conveyance of the portion of Carolinda Drive adjacent to the subject property. Seller will
be responsible for the recording costs for the grant of easement for access to the gate.
The parties agree to cooperate in the preparation of the instruments required for these
actions. George W. Baldwin shall serve as Escrow Agent.
7. Seller and Buyer respectively acknowledge that neither has dealt with any
real estate or brokerage firm in regards to subject real property and shall indemnify and
save and hold the other party harmless from any damage ensuing by reason of such
misrepresentation.
8. Buyer acknowledges that Seller has made no representations or warranties
in regards to subject real property nor representations as to the ability of Buyer to utilize
the subject real property for its intended purposes. Buyer is going to make its decision as
to whether to go forward with the transaction after exercising its right of due diligence.
Buyer shall have the right of due diligence for a period of thirty (30) days from the effective
date of this Contract in order to make inspections and tests and to determine that subject
real property is usable for its intended purpose. Buyer and its agents, contractors, and
assigns shall have the right to enter subject real property during the due diligence period
for the purpose of conducting such inspections and tests of subject real property that Buyer
desires. Buyer will return subject real property to its original condition if altered in the
making of such inspections and tests and will not engage in any activity that could result
in a construction lien being filed against subject property. Buyer agrees to indemnify and
save and hold Seller harmless of and from any damage or loss resulting from the
inspections or tests conducted by Buyer, its agents, contractors and assigns, which
indemnification shall include, but not be limited to, reasonable attorney fees and all costs
of litigation both at the trial and appellate level. This indemnity will survive closing or the
earlier termination of the Contract.
If Buyer is not satisfied with the results of the inspections and tests of subject
real property or is not satisfied that subject real property is usable for its intended purpose,
Buyer, in its sole discretion, shall have the right to furnish to Seller in writing a notice
electing to cancel the Contract. Such notice must be delivered no later than thirty (30)
days from the effective date of this Contract to Seller at c/o Robert A. McIntosh, Southern
Storage Management Systems, Inc., 3300 PGA Boulevard, Suite 620, Palm Beach
Gardens, Florida 33410-2811. All notices to Seller must go to this person at this address.
If Buyer elects to cancel the transaction as set forth herein, the contract shall be at an end
with neither Seller nor Buyer having further right or obligation as against the other by
reason of having entered into the contract. If Buyer fails to elect to cancel the Contract
within the time frame and the manner specified herein, this right of cancellation shall be
deemed to have terminated and Buyer shall proceed to closing.
9. If Buyer elects to cancel the Contract aforesaid, Buyer shall provide Seller
with copies of any percolation tests, surveys and any other written documentation from
Buyer's tests and inspections of the property to the Seller without charge.
10. All terms and provisions of the Contract to be performed by the respective
parties that are not performed or completed at or before time of closing shall survive the
closing.
11. Standards B, D, F and N of the Contract are deleted.
12. As soon as practicable after both parties have executed the Contract for Sale
and Purchase, Buyer, at its expense shall have a surveyor prepare legal descriptions for
• the following:
a. A legal description for the real property being purchased by Buyer.
A legal description and drawing for that portion of abandoned
Addendum No. 1 to Contract for Sale and Purchase
Page 3
•
Carolinda Drive which is to be conveyed by Seller to Buyer as set forth
in paragraph 5a of this Addendum No. 1.
c. A legal description and drawing for that portion of Carolinda Drive
for which Buyer is granting Seller an easement as set forth in
paragraph 5b of this Addendum No. 1.
d. A legal description and drawing for that portion of Carolinda Drive for
which Seller is granting Buyer an easement as set forth in paragraph
4 of this Addendum No. 1.
Upon completion of the descriptions and drawings provided in this paragraph
12, the descriptions and drawings shall be presented to Seller for its written
approval.
THE BENJAMIN PRIVATE SCHOOL,
INC.
By: ~~7~,~.-
SELLER
VILLAGE OF NORTH PALM BEACH
By:
ayo
Attest:
~Qi /~~
Village Clerk
BUYER
village17439Addend Final
•