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Res 27-08~~ '1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY SELL TO BUYER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY INCORPORATING AND ACCEPTING THE CONTRACT STATING THE TERMS AND CONDITIONS FOR THE SALE AND PURCHASE BETWEEN THE BUYER AND THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to sell certain property located at 315 SW 3~ Street; and WHEREAS, the Buyer hereinafter named desires to buy the property hereinafter described from the City of Delray Beach, Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said property. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Dekay Beach, Florida, as Seller, hereby agrees to sell to the Community Land Trost, Inc., as Buyer, fox the purchase price of Ten Dollars and 00/100 cents ($10.00), said property being described as follows: See Exhibit "A" attached hereto. Section 2. That the terms and conditions contained in the contract for sale and purchase and addenda thereto between the City of Dekay Beach, Florida, and the Buyer as hexeinabove named axe incorporated herein as Exhibit "B". PASSED AND ADOPTED in regular session on the Sei day of August, 2008. ~.~a ~~ ATTEST: MAYO R ~._~ . `Z~.~,~ City Clerk \. PCN 12-43-46-16-01-039-0060 Address: 315 SW 3rd Street, Delray Beach, Florida Also known as: / \ Beginning at a point in the Southwest comer of Block 39 of the City of Dekay Beach (formerly Linton), Florida, as per plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3, go Northerly along the West boundary of said block a distance of 50 feet; thence go Easterly along a line parallel to the South boundary line of said block a distance of 135.6 feet; thence go Southerly along a line parallel to the West boundary of said block a distance of 50 feet; thence go Westerly along the South boundary line of said block a distance of 135.6 feet, more ox less, to the point of beginning, a/k/a 315 S.W. 3m Street, Dekay Beach, Florida. ~maweNmw~mw~~1~In11A1~1~ CFN 2Q)Q18Q1331225 OR BK .~!2&$7 PG Q1146 RECdRDED 89/QIB/2O@B 15:06:3 Pal^ Beach Gounty. Florida Sharon R. Back. CLERK b CO?lP7RpLLER CONTRACT FOR SALE AND PURCF 0196 - 152; t7pg6) PART28S: CITY OF DELRAY BEACH, a Florida municipal corporation, 100 N.W. lac Avenue, Delray Beach, FL 33444 (Phone: 561-243-7000), ("Seller"), and the DELRAY BEACH COMMUNITY LAND TRUST, INC.,("Buyer"), 145 S.W. 12"' Avenue, Delray Beach, Florida 33444 (Phone: 561-243-7500), hereby agree that the Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively "Property") upon the following terms and conditions, which INCLUDE the Standards for Real Estate Transactions ("Standard(s)") on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Sale and Purchase ("Contract"). I. D83CRIPTION: (a) Legal description of the Real Property located in Palm Beach County, Florida: Beginning at a point in the Southwest corner of Block 39 of the City of Delray Beach (formerly Linton), Florida, as per plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3, go Northerly along the West boundary of said block a distance of 50 feet; thence go Easterly along a line parallel to the South boundary line of said block a distance of 135.6 feet; thence go Southerly along a line parallel to the West boundary of said block a distance of 50 feet; thence go Westerly along the South boundary line of said block a distance of 135.6 feet, more or less, to the point of beginning, a/k/a 315 S. W. 3rd Street, Delray Beach, Florida. Property Control No. 12-43-46-16-01-039-0060 (b) Street address, city, zip, of the Property is: 315 Southwest 3`° Street, Delray Beach, Florida 33444 II. PURCHASE PRICB $ 10.00 III. TIME FOR ACCEPTANCE; EFFECTIVE DATB; FACSIMILE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before August 11, 2008, the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The date of Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. A facsimile copy of this Contract and any signatures thereon shall be considered for all purposes as originals. IV. TITLE EVIDENCE: Within thirty (30) days from the Effective Date of this Contract, (CHECK ONLY ONE): _Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney; OR X Buyer shall at Buyer's expense obtain (CHECK ONLY ONE): abstract of title or X title insurance commitment (with legible copies of instruments listed as exceptions attached thereto) and, after closing, an owner's policy of title insurance. V. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered within one hundred twenty (120) calendar days following the execution of this Contract, unless modified by other provisions of Contract. 1 V2. RESTRICTIONS; EASEMHNT3; LIMITATIONS: Buyer shall take title subject to: comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width as to the rear or front lines and 7-1/2 feet in width as to the side lines, unless otherwise stated herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any (if additional items, see addendum); provided that there exists at closing no violation of the foregoing. VII. OCCUPANCY: Seller warrants there are no parties in occupancy other than Seller; Seller shall deliver occupancy of Property to Buyer at time of closing subject to Paragraph XI E. VIII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSIGNABILITY: (CHECK ONLY ONE): Buyer (1) _may assign and thereby be released from any further liability under this Contract; _may assign but not be released from liability under this Contract; or X may not assign this Contract. X. (a) Radon is a naturally occurring radioactive gas that, when 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 or Radon testing may be obtained from your County Public Health unit. (b) Buyer may have determined the energy efficiency rating of the residential building, if any is located on the Real Property. XI. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided, attach addendum and CHECK HERE X . C LRAY BEACH BY : $ -12-Og j~ 1 T- Date Print Name: V~,1~Q L ~1~ S Tax ID No. 1 V V`~ Approved as to form and legal suff ciency: , /~ ~~o Cit Attorne By. ~ Y Y S (!~/VO DE Y BEACH ITY LAND TRUST, INC. r By: Date Pri t me: t7 ~` Tax ID No. ~ del b~35~ 2 ADDBNDUM TO CONTRACT FOR SALB AND PURCHA38 SELLER: CITY OF DELRAY BEACH, a Florida municipal corporation BUYER: THE DELRAY BEACH COMMUNITY LAND TRUST, INC. PROPERTY ADDRESS: 315 SW 3rd Street, Delray Beach, Florida 33444 XI. SPBCIAL CLAUSBS; ADDHNDA (Continued): A. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): The parties shall comply with the provisions of Internal Revenue Code Section 1445 and applicable Treasury Regulations issued thereunder. If the Seller is a U.S. person for Internal Revenue Code Section 1445 purposes, then on demand of the Buyer and prior to closing the Seller shall provide the Buyer with a certificate of non- foreign status in the manner provided in Treasury Regulations Section 1.1445-2. If the Seller provides the Buyer with such certificate, and if the Buyer is otherwise permitted to rely on such certificate under those Regulations, the Buyer shall not withhold under Internal Revenue Code Section 1445. If the Seller is a 'foreign person' as defined by the Internal Revenue Code, the Buyer generally is required to withhold 10~ of the gross sales price from the Seller at closing and to pay the withheld amount over to the Internal Revenue Service (IRS) unless an applicable exemption from withholding or a limitation on the amount to be withheld is available. To the extent that the cash to be paid over to the Seller at closing is insufficient to cover the Buyer's withholding obligation, the Seller shall provide to the Buyer at closing cash equal to such excess for purposes of making such withholding payment. If the Seller's federal income tax on the gain is less than the applicable withholding amount, the Seller may make advance application to the IRS for reduced withholding and, if granted, the Buyer shall withhold only the authorized reduced amount. If such ruling has not been received by closing, the parties at closing shall enter into an escrow agreement reasonably satisfactory to the Buyer and Seller pending receipt of the ruling, provided that at closing the Seller shall have the obligation to provide to the escrow agent from the closing proceeds (or from the Seller's other resources if necessary) cash equal to the maximum required withholding, with any excess withholding being refundable to the Seller upon receipt of a favorable ruling from the IRS. Buyer and Seller understand that the IRS requires the Buyer and the Seller to have a U.S. federal taxpayer identification number and to supply that number on the foregoing forms. A foreign individual may acquire an International Taxpayer Identification Number for this purpose. Since it may take several weeks to receive the number after application and the IRS will not process these forms without the actual number, a party lacking a TIN is advised to apply immediately. B. The Buyer shall have sixty (60) calendar days within which to conduct any and all feasibility studies and determinations relative to the suitability for the acquisition of the subject property by the Buyer and the Buyer reserves the express right to terminate this Contract at any time during said period for any reason or no reason, in Buyer's sole discretion, whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable access to 3 the premises to conduct such feasibility studies and determinations, including environmental assays, core drilling, surveys, soil sampling and other such testing. C. This Contract is expressly contingent and conditioned upon the approval of the same by the City Commission of the City of Delray Beach. D. The parties represent and warrant that there is no broker involved in this transaction to whom a commission would be due. 4 STANDARDS FOR REAL ESTATE TRANSACTIONS A. NIDENCB Of TITLE: (1)An abstract of title prepared or brought current by a reputable and existing abstract firm (if not existing then certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to Real Property recorded in the public records of the county wherein Real Property is located, through Effective Oate. It shall commence with [he earliest public records, or such later date as may be customary in the county. Upon closing of this Contract, the abstract shall become the property of Buyer, subject to the right of retention thereof by first mortgagee until fully paid. (2) A title insurance commitment issued by a elorida licensed title insurer agreeing to issue to Buyer, upon recording of Che deed to Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's title to Real Property, subject only to liens, encumbrances, exceptions or qualification provided in this Contract and those which shall be dischargetl by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in Contract. Marketable title shall be determined accortling to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from date of receiving evidence of title Co examine it. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If Che defect(s) render title unmarketable, Seller will have 30 days from receipt of notice to remove the defect(s), failing which Buyer shall, within five (5) days after expiration of Che thirty (30) day period, deliver written notice to Seller either: (1) extending the time for a reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects; oz (2)regvestinq a refund of deposit (sl paid which shall immediately be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller sha 11, if title is found unmarketable, use diligent effort to correct defect(s) in title within the time provided therefor. If Seller is unable to timely correct the defects, Huyer shall either waive Che defects, or receive a refund of deposit ls), thereby releasing Buyer and Se 11er from all further obligation under this Contract. r ----_--~„erxee~. C. SVRVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title, may have Real Property surveyed and certified by a registered elorida surveyor. If the survey tliscloses encroachments on the Real Property or that improvements located thereon encroach on setback lines, easements, lands of others, or violate any restrictions, Contract covenants or applicable governmental regulation, the same shall constitute a title defect. 6. INGRESS T1S EGRESS: Seller warrants and represents that there is ingress and egress to the Real Property sufficient for the intended use as described in Paragraph VI hereof, title Co which is in accordance with Standard A. ad-1~='__ _ ____ .__ G. LIENS: Seller shall furnish [o Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known to Seller and further attesting that there have been no improvements or repairs to Property for 90 days immediately preceding date of closing. If Property has been improved, or repaired within that time, Seller shall deliver releases or waivers of mechanics' liens executed by all general contractors, subcontractors, suppliers, and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a mechanic's lien or a claim for damages have been paitl or will be paid a[ closing of this Contract. X. PL11C6 OP CLOSING: Closing shall be held in the county where Real Property is located, at the office of the attorney or other closing agent tlesignated by Seller. I. TIlE:: In computing time periods of less than six (6) tlays, Saturdays, Sundays and state or national legal holidays shall be excluded. Any time periods provided for herein which shall end on Sat urtlay, Sunday or legal holiday shall extend to 5:00 p.m. of Che next business day. Tima is of tha assanea in thin Contract. J. DOCUl~NTS FOR CLOSING: Se llez shall furnish deed, bill of sale, construction lien affidavit, owner's possession affidavit, antl corrective instruments. Buyer shall furnish closing statement. E. EEPENSES: Documentary stamps on the deed and recording corrective instruments shall be paid by Seller. Documentary stamps and intangible tax on the purchase money mortgage and any mortgage assumed, and recording of purchase money mortgage to Seller, deetl and financing statements shall be paid by Buyer. Vnless otherwise provided by law oz rider to this Contract, charges for the following related title services, namely title oz abstract charge, title examination, and settlement and closing fee, shall be paid by the party responsible for furnishing the title evidence in accordance with Paragraph IV. L. PROBATIONS; CRSDIT3: Taxes, assessments, interest, insurance and other expenses and revenue of Property shall be prorated through day before closing. Huyer shall have the option of taking over any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required by prorations Co be made through tlay prior Co closing oz occupancy if occupancy occurs before closing. Advance tent and security deposits will be creditetl to Buyer. Escrow deposits held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when Che current year's millage is not fixed, and current year's assessment is available, taxes will be prorated based upon such assessment and Che prior year's millage. If current year's assessment is not available, then taxes will be prorated on the prior year's Cax. If there are completed improvements on Real Property by January 1st of year of closing, which improvements were not in existence on January 1st of Che prior year, then taxes shall be prorated based upon the prior year's millage antl at an equitable assessment to be agreed upon between the parties, failing which, request will be made to the County Property Appraiser for an informal assessment taking into consideration available exemptions. Any tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill on condition that a statement to that effect is signed a[ closing. M. SPECIAL ASSESSI4eNT LIEN3: Certified, confirmed antl ratified special assessment liens as of date of closing (not as of Effective Datel are to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the improvement has been substantially completed as o£ Effective Date, any pending lien shall be considered as certified, confirmed or ratified antl Seller shall, at closing, be charged an amount equal to Che last estimate of assessment for the improvement by the public body. P. PAOCEED9 OP SALE; CLOSING PROCEUVAB: The deed shall be recorded upon clearance of funds. If an abstract of title has been furnished, evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from Che date of Che last evidence. A11 closing proceeds shall be held in escrow by Seller's attorney or other mutually acceptable escrow agent for a period of not more Chan 5 days after closing date. If Be11e is title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Heller shall have 30 days from date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all deposit (s~ shall, upon written demand by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey the Property to Seller by special warranty deed and bill of sale. If Buyer fails to make timely demand for refund, Buyer shall Cake title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in Che deed or bill of sale. I£ a portion of the purchase price is to be derived from institutional £inancinq or refinancing, requirements of the lending institution as to place, time of day and procedures for closing, and for disbursement of mortgage proceeds shall control over contrary provision in this Contract. Heller shall have the right to require from the lending institution a written commitment that it will not wi[hholtl disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor. The escrow and closing procedure required by this Standard may be waived if title agent insures adverse matters pursuant to Section 627.]841, F.S., as amended. R. ATTORNEY PEES; COSTS: In any litigation, including breach, enforcement or interpretation, arising out of Chis Contract, the prevailing party in such litigation which, for the purposes of this Standard, shall include Seller, Buyer, and any brokers acting in agency or nonagency relationships authorized by Chapter 975, F.S., as amentled, shall be entitled to recover from the non-prevailing party reasonable attorney's fees, costs, and expenses. 5. BAILOR6 OP PERFOANlOiC6: Except as provided in Paragraph XI I, if Buyer fails to perform this Contract within the time specified (including payment of all tlepositlsll, the depositls~ paid by Buyer and deposit ls) agreed to be paid, may be recovered and retained by or for the account of Se 11er as agreed upon liquidated damages, consideration for the execution of Chis Contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relievetl of all obligations antler Contract; or Seller, at Seller's option, may proceed in equity to enforce Seller's rights under this Contract. If, for any reason other than failure of Seller to make Seller's title marketable after tliligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action for damages resulting from Seller's breach. T. CONTRACT NOT PECORD118L6; Y&RS~i3 EOUND; NOTICE: Neither Chis Contract nor any notice of it shall be recorded in any public records. This Contract shall bind and inure to Che benefit of the parties and their successors in interest. Whenever the context permits, singular shall inclutle plural and one gender shall include a11. Notice given by or to Che attorney for any party shall be as effective as if given by or to Chat party. U. CONVEYANCE: Seller shall convey title to Real Property by statutory warranty, trustee's, personal representative's or guardian's tleed, as appropriate to the status of Seller, subject only to matters contained in Paragraphs VI and XII and Chose otherwise accepted by Huyer. Personal Property shall, at request of Buyez, be transferred by an absolute bill of sale with warranty of title, subject only to such matters as may be otherwise provided for herein. V. OTIRR AGREENeNTS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. N. NARRANTIES: Seller warrants that there are no facts known Co Seller materially affecting Che value of the Property which are not reatlily observable by Huyer or which have not been disclosed Co Buyer. 7 I~IINI~a~AN111~1~1~N1t~ ' Tbis instrument was prepared by and RETURN TO: Terrill C. Pyburn, Esq. 200 N.W. 1st Avenue Delray Beach, Florida 33444 CFN i!0Q~RO331:±2E OR BK 22Li47 F'G 015 RECORDED 09/0B/2008 15:06:93 Pal^ Beach Gaunty, Florida A)y7 10.00 Doc Stamp 0.70 Sharon R. Bock, CLERK b COMPTROLLER Pgs 0153 - 155; t3pgs) WARRANTY DEED THIS INDENTURE, made this ~ day of August, 2008, between CITY OF DELRAY BEACH, FLORIDA, a municipal corporation of the State of Florida, whose mailing address is 100 N.W. ls` Avenue, Delray Beach, Florida 33444, grantor*, and the DELRAY BEACH COMMUNITY LAND TRUST, INC., whose mailing address is 145 S.W. 12"' Avenue, Delray Beach, Florida, 33444, grantee*. WITNESSETH that said grantor, for and in consideration of the sum of Ten and no/100ths ($10.00) Dollars, and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Palm Beach County, Florida, to-wit: DESCRIPTION Beginning at a point in the Southwest corner of Block 39 of the City of Delray Beach (formerly Linton), Florida, as per plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3, go Northerly along the West boundary of said block a distance of 50 feet; thence go Easterly along a line parallel to the South boundary line of said block a distance of 135.6 feet; thence go Southerly along a line parallel to the West boundary of said block a distance of 50 feet; thence go Westerly along the South boundary line of said block a distance of 135.6 feet, more or less, to the point of beginning, a/k/a 315 S.W. 3'a Street, Delray Beach, Florida and said grantor does hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever SUBJECT TO: 1. Comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the Plat or otherwise common to the subdivision, public utility easements of record and taxes for the year 2008 and all subsequent years; and 2. The following conditions and restrictions which are imposed by Grantor upon Grantee: a. The Grantee agrees to acknowledge Palm Beach County's donation of the property in all of the Grantee's documents and publicity. If the property is further conveyed to a co-operating non-profit agency, that agency also must acknowledge the Palm Beach County's donation in all documents and publicity. b. The properly may only be used for attainable or workforce housing and, in the event the property is conveyed by deed or long-term ground lease, Grantee agrees to also impose a deed restriction or language in the long-term ground lease which complies with the funding program used by the Grantee, said restriction or long-term ground leas to be recorded in the public records of Palm Beach County. c. In the event the property is conveyed by deed or long-term ground lease for homeownership, the following restrictions shall be included in the deed restrictions or long-term ground lease: 1) The homes shall be conveyed only to buyers who shall occupy and homestead them as their principal places of residence. 2) The home buyer's or lessee's annual adjustable incomes at the time of acquisition shall not exceed 150% of the median area income, adjusted for family size, as determined by the most current information from the U.S. Department of Housing and Urban Development. 3) Restrictive covenants shall be imposed by the Grantee against the property or included in the recorded long-term ground lease which shall include a clause that provides that upon foreclosure by any institutional lender, transfer in lieu of foreclosure or assignment of an FHA insured mortgage to HUD, such restriction shall terminate. The covenant or long-term ground lease must provide that upon the occurrence of any of these events, the Grantee may exercise its right of first refusal to purchase the property to preserve affordability of the property or recapture the financial assistance pursuant to the provisions under 24 CFR 92.254. However, the affordability restrictions contained in this Section 3 shall be revived according to the original terms if, during the original affordability period as provided therein, the owner of record before the foreclosure or other transfer, or any entity that includes the former owner or those with whom the former owner has or had family or business ties, obtains an ownership interest in the Property, the affordability period shall be revived according to its original terms. d. In the event the property is conveyed for rental purposes, the Grantee shall ensure that the units will be maintained attainable as required by the underlying guidelines of the funding program utilized by the Grantee. In perpetuity, 50% of the 2 units must be occupied by households with annual incomes less than 80°/n of the azea median income, and whose rents must not exceed 35% of the monthly income with adjustment for family size, or as outlined by the underlying guidelines of the funding program utilized by the Grantee. The owner of the rental housing must maintain the housing in compliance with all applicable state and local housing quality standards and code requirements. e. The conditions and restrictions imposed by this Deed shall constitute covenants running with the land and shall be binding upon and burden the Grantee, their successors and assigns having or hereafter acquiring any right, title or interest in or to all or any portion of the described real property. f. Reserving, however, unto Palm Beach County, its successors and assigns an undivided three-fourths (3/4) interest in, and title in and to an undivided three-fourths (3/4) interest in, all the phosphate, minerals, and metals that aze or may begin, on, or under the said land and an undivided one-half (1/2) interest in all petroleum that is or may be in, on, or under said land. The aforementioned reservation of phosphate, mineral, metals and petroleum rights shall not include and Palm Beach County releases any and all rights of entry and rights of exploration relating to such phosphate, mineral, metals and petroleum rights. * "Grantor" and "grantee" are used for singular or plural, as context requires. IN WITNESS WHEREOF, grantor has hereunto set grantor's hand and seal the day and year first above written. Signed, sealed and delivered in our presence: ATTEST: ~~ ~~ City Clerk CITY LRAY BEACH, FLORIDA Rita Ellis, Mayor STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this ~ day of August, 2008, by Rita Ellis, as Mayor of the City of Delray Beach, Florida, who is personally known to me or has produced as identification. vssylue{oNleuopeN~SPaPuo0 ~;;;,8~;2•. £90££444 # uo!sswwo~ ;;, w Si afore of Notary Pub is -State of Florida 600Z'S un f sandx3 uolss!wwop kN • , ~ ~` eWold to elelS•opgnd lueWN •%.',; ;,~~p;'•o. SNINSV`J'l] tll1l3NYl 3 MEMORANDUM TO: Mayor and City Commissioners FROM: Terrill C. Pybum, Assistant City Attorney THROUGH: Susan Ruby, City Attorney DATE: July 9, 2008 SUBJECT: AGENDA ITEM 10.G. -REGULAR COMMISSION MEETING OF AUGUST 5.2008 RESOLUTION 27-08/CONTRACT FOR SALE AND PURCHASE OF PROPERTY/CLT Resolution No. 27-08 -Transfer of Property Located at 315 S.W. 3rd Sreet to the Community Land Trust. BACKGROUND Resolution 27-08 (copy attached) confirms the City's intent to transfer the property referenced above to the Delray Beach Community Land Trust, Inc. for affordable housing purposes. Also attached is a Contract for Sale and Purchase of the above-referenced property. RECOMMENDATION The City Attorney's Office recommends City Commission discretion. RESOLUTION NO. 27-08 A RESOLUTION OF THE QTY COMNIISSION OF THE QTY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE QTY SELL TO BUYER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY INCORPORATING AND ACCEPTING THE CONTRACT' STATING THE TERMS AND CONDITIONS FOR TI-IE SALE AND PURCHASE BETWEEN THE BUYER AND THE QTY OF DELRAY BEACH, FLORIDA WHEREAS, the Qty of Delray Beach, Florida, wishes to sell certain property located at 315 SW 3~ Street; and WHEREAS, the Buyer I~ereinafter named ores to buy the property hereinafter described from the City of Delray Beach, Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said property. NOW, THEREFORE, BE IT ORDAINED BY THE QTY COMIVI[SSION OF THE QTY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: ' n 1. That the City Comm;c~ion of the City of Delray Beach, Florida, as Seller, hereby agrees to sell to the Community Land Trot, Inc., as Buyer, for the purchase price of Ten Dollars and 00/100 cents ($10.00), said propertybeing descnbed as follows: See Exlvbit "A" attached hereto. SEA Oh' n_2. That the terxrn and conditions contained in the contr~t for sale and p~u~chase and addenda thereto between the City of Delray Beach, Florida, and the Buyer as hereinabove named are incorporated herein ~ Exlubit 'B". PASSED AND ADOPTED in regular session on the day of , 2008. ATTEST: MAYOR CityQerk EXHIBIT A I'CTI 12113-46-16-01-039-0060 Address: 315 SW 3~ Street, Delray Beach, Florida Also known as: Begirum~g at a point in the Southwest comer of Block 39 of the City of Delray Beach (formerly Linton), Florida, as per plat thereof on file in the office of the Clerk of the Circtrit Courtin and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3, go Northerly along the West boundary of said block a distance of 50 feet; thence go Easterly along a line parallel to the South boundary line of said block a distance of 135.6 feet; thence go Southerly along a line parallel to the West boundary of said block a distance of 50 feet; th~rce go Westerly along the South boundary line of said block a distance of 135.6 feet, rrore or less, to the point of begixu»rrg, a/k/a 315 S.W. 3Td Street, DelrayBeach, Florida CONTRACT FOR SALE AND PURCHASE PARTIES: CITY OF DELRAY BEACH, a Florida municipal corporation, 100 N.W. 1°` Avenue, Delray Beach, FL 33944 (Phone: 561-243-7000), ("Seller"), and the DELRAY BEACH COMMUNITY LAND TRUST, INC.,("Buyer"), 195 S.W. 12`~ Avenue, Delray Beach, Florida 33499 (Phone: 561-243-7500), hereby agree that the Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively "Property") upon the following terms and conditions, which INCLUDE the Standards for Real Estate Transactions ("Standard(s)") on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Sale and Purchase ("Contract") I. (a) Legal description of the Real Property located in Palm Beach County, Florida: Beginning at a point in the Southwest corner of Block 39 of the City of Delray Beach (formerly Linton), Florida, as per plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 3, go Northerly along the West boundary of said block a distance of 50 feet; thence go Easterly along a line parallel to the South boundary line of said block a distance of 135.6 feet; thence go Southerly along a line parallel to the West boundary of said block a distance of 50 feet; thence go Westerly along the South boundary line of said block a distance of 135.6 feet, more or less, to the point of beginning, a/k/a 315 S. W. 3itl Street, Delray Beach, Florida. Property Control No. 12-93-96-16-01-039-0060 (b) Street address, city, zip, of the Property is: 315 Southwest 3`" Street, Delray Beach, Florida 33444 II. PVRCAASE PRICE $ 10.00 III. TIME FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before August 11. 2008, the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The date of Contract ("Effective Date") will be the date when the-last one of the Buyer and the Seller has signed this offer. A facsimile copy of this Contract and any signatures thereon shall be considered for all purposes as originals. IV. TITLE EVIDENCE: Within thirty (30) days from the Effective Date of this Contract, (CHECK ONLY ONE): Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney; OR X Buyer shall at Buyer's expense obtain (CHECK ONLY ONE): _abstract of title or X title insurance commitment (with legible copies of instruments listed as exceptions attached thereto) and, after closing, an owner's policy of title insurance. V. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered within one hundred twenty (120) calendar days following the execution of this Contract, unless modified by other provisions of Contract. VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to: comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width as to the rear or front lines and 7-1/2 feet in width as to the side lines, unless otherrriae stated herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any (if additional items, see addendum); provided that there exists at closing no violation of the foregoing. VII. OCCUPANCY: Seller warrants there are no parties in occupancy other than Seller; Seller shall deliver occupancy of Property to Buyer at time of closing subject to Paragraph XI E. VIII. TYPENRITTEN OR HANDNRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSIGNABILITY: (CHECK ONLY ONE): Buyer (1) _may assign and thereby be released from any further liability under this Contract; _may assign but not be released from liability under this Contract; or X may not assign this Contract. X. DISCLOSURES: (a) Radon is a naturally occurring radioactive gas that, when 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 or Radon testing may be obtained from your County Public Health unit. (b) Buyer may have determined the energy efficiency rating of the residential building, if any is located on the Real Property. XI. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided, attach addendum and CHECK HERE X . CITY OF DELRAY BEACH DELRAY BEACH COMMUNITY LAND TRUST, INC. By: By: Date Date Print Name: Print Name: Tax ID No. Tax ID No. 2 ADDENDUM TO CONTRACT FOR 3ALE AND PURCHASE SELLER: CITY OF DELRAY BEACH, a Florida municipal corporation BUYER: THE DELRAY BEACH COMMUNITY LAND TRUST, INC. PROPERTY ADDRESS: 315 SW 3ctl Street, Delray Beach, Florida 33444 XI. SPECIAL CLAUSES; ADDENDA (Continued) A. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): The parties shall comply with the provisions of Internal Revenue Code Section 1445 and applicable Treasury Regulations issued thereunder. If the Seller is a U.S. person for Internal Revenue Code Section 1945 purposes, then on demand of the Buyer and prior to closing the Seller shall provide the Buyer with a certificate of non- foreign status in the manner provided in Treasury Regulations Section 1.1945-2. If the Seller provides the Buyer with such certificate, and if the Buyer is otherwise permitted to rely on such certificate under those Regulations, the Buyer shall not withhold under Internal Revenue Code Section 1995. if the Seller is a 'foreign person' as defined by the Internal Revenue Code, the Buyer generally is required to withhold 10~ of the gross sales price from the Seller at closing and to pay the withheld amount over to the Internal Revenue Service (IRS) unless an applicable exemption from withholding or a limitation on the amount to be withheld is available. To the extent that the cash to be paid over to the Seller at closing is insufficient to cover the Buyer's withholding obligation, the Seller shall provide to the Buyer at closing cash equal to such excess for purposes of making such withholding payment. If the Seller's federal income tax on the gain is less than the applicable withholding amount, the Seller may make advance application to the IRS for reduced withholding and, if granted, the Buyer shall withhold only the authorized reduced amount. If such ruling has not been received by closing, the parties at closing shall enter into an escrow agreement reasonably satisfactory to the Buyer and Seller pending receipt of the ruling, provided that at closing the Seller shall have the obligation to provide to the escrow agent from the closing proceeds (or from the Seller's other resources if necessary) cash equal to the maximum required withholding, with any excess withholding being refundable to the Seller upon receipt of a favorable ruling from the IRS. Buyer and Seller understand that the IRS requires the Buyer and the Seller to have a U.S. federal taxpayer identification number and to supply that number on the foregoing forms. A foreign individual may acquire an International Taxpayer Identification Number for this purpose. Since it may take several weeks to receive the number after application and the IRS will not process these forms without the actual number, a party lacking a TIN is advised to apply immediately. B. The Buyer shall have sixty (60) calendar days within which to conduct any and all feasibility studies and determinations relative to the suitability for the acquisition of the subject property by the Buyer and the Buyer reserves the express right to terminate this Contract at any time during said period for any reason or no reason, in Buyer's sole discretion, whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable access to the premises to conduct such feasibility studies and determinations, including environmental assays, core drilling, surveys, soil sampling and other such testing. C. This Contract is expressly contingent and conditioned upon the approval of the same by the City Commission of the City of Delray Beach. D. The parties represent and warrant that there is no broker involved in this transaction to whom a commission would be due. 3 STANDARDS FOR REAL ESTATE A. EVIDENCE OF TITLE: (11An abstract of title prepared or brought current by a reputable and existing abstract fi nn (iE not existing then certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to Real Property recortled in the public records of the county wherein Real Property is located, through Effective Date. It sha 11 commence with the earliest public records, or such later tlate as may be customary in [he county. Upon closing of this Contract, the abstract shall become the property of Buyer, subject to the right of retention thereof by first mortgagee until fully pa itl. (21 A title insurance commitment issued by a Florida licensed Ci Cle insurer agreeing to issue to Buyer, upon recording of the deed [o Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's title to Real Property, subject only to liens, encumbrances, exceptions or qualification provided in this Contract and those which shall be discharged by Se 11er at or before closing. Seller shall r_onvey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in Contract. Marketable title shall be determined according to applicable Title Stantlards adopted by authority of The Florida Bar and in acco rtlance with law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from date of receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days [hereafter, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 30 days from receipt of notice to remove the defect(s), failing which Buyer shall, within five (5) days after expiration of the thirty (301 day period, tleliver written notice to Seller either: (1) extending the time fora reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects; or (2lrequestinq a refund of deposit(s) paid which shall immediately be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, if title is found unmarketable, use diligent effort to correct defect(s) in title within [he time pro vitletl therefor. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligation antler this Contract. C. SVRVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title, may have Real Piope [ty surveyed and certified by a registered Florida surveyor. IE Che survey discloses encroachments on the Real Property or that improvements located [hereon encroach on setback lines, easements, lands of others, or violate any restrictions, Contract covenants or applicable governmental regulation, the same shall constitute a title defect. E. IIIGRHSS AND HGRE39: Seller warrants and represents that Che re is ingress and egress to the Real Property sufficient for the intended use as described in Paragraph VI hereof, title to which is in accordance with Standard A. V-- V- v PST _ _ _ _ __ _ __ _ _ ry _~ G. LIHN3: Seller shall furnish to Buyer at time of closing an affidavit attesting [o Ue absence, unless othe zwise provided for herein, of any financing statements, claims of lien or potential limo rs known to Seller antl further attesting that there have been no improvements or repairs to Property for 90 days immediately preceding date of closing. If Property has been improved, or repaired within that time, Seller shall deliver releases or waivers of mechanics' liens executed by all gene cal contractors, subcontractors, suppliers, and mate ri al men in addition to Seller's lien affidavit setting forth [he names of all such general contractors, subcontractors, suppliers and mate ria lmen antl further affirming that ali cha rges for improvements or repairs which could serve as a basis for a mechanic's lien or a claim Eor damages have been paid or will be paid at closing of this Contract. H. PLACE OF CLOSING: Closing shall be held in the county where Real Property is located, at the office of the attorney or other closing agent designated by Seller. I. TIME: In computing time periods of less than six (6) days, Saturtlays, Sundays and state or national legal holidays shall be excluded. Any time pe riotls provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5:00 p. m. of the next business day. Tima is o£ CM es wnca in this Contract. J. DOCfAfENT3 FOR CLOS EIG: Seller shall Eu rn ish deed, bill of sale, construction lien affitla vi t, owner's possession affidavit, and corrective instruments. Buyer shall furnish closing statement. R. DXF&N3D9: Documentary stamps on the tleetl and recording corrective instruments shall be paid by Be11er. Documentary stamps antl intangible tax on the purchase money mortgage and any mortgage assumed, and re co rdinq of purchase money mo rtgage to Seller, tleed antl Financing statements shall be paid by Buyer. Unless otherwise provided by law or rider to this Contract, charges for the following related title services, namely title or abstract charge, title examination, and settlement and closing fee, shall be paid by [he party responsible for furnishing the title evidence in accordance with Pa ragraph IV. L. PROSATION3; CRDDIT3: Taxes, assessments, interest, insurance antl other expenses and revenue of Property shall be prorated through tlay before closing. Buyer shall have the option of taking over any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash a[ closing shall be increased or decreased as may be required by pro ra b ons to be made through day prior to closing or occupancy if occupancy occurs before closing. Advance rent antl security tlepo si CS will be credited to Buyer. Escrow deposits held by mortgagee will be credited to Se11e r. Taxes shall be prorated basetl on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when the current year's millage is not fixed, and current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If current year's assessment is not available, then taxes will be prorated on the prior year's Cax. If there are completed improvements on Real Property by January 1st of year of closing, which improvements were not in existence on January ls[ of the prior year, then taxes shall be prorated basetl upon the prior year's millage and a[ an equitable assessment [o be agreed upon between the parties, failing which, request will be made to the County Property Appraiser for an informal assessment caking into consideration available exemptions. Any tax proration basetl on an estimate sha 11, at request of either party, be readjusted upon receipt of Caz bill on condition that a statement to that effect is signed at closing. M. SPECIAL ASSSSSMSNT LI@I3: Certified, con Ei rmetl antl ra ti Eied special assessment liens as of date of closing (not as of Effective Date) ace to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. IE the improvement has been substantially completed as of Effective Date, any pending lien shall be considered as certified, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the last estimate of assessment for [he improvement by the public hotly. P. FROCEDDS OF SAL3; CLOSING PROCEDVA&: The deed shall be recorded upon clearance of funtls. If an abstract of title has been furnished, evidence of title shall be continued at Buyer's expense [o show title in Buyer, without any encumbrances or change which would re ntler Seller's title unmarketable from the date of the last evidence. All closing proceeds shall be held in escrow by Seller's attorney or other mutually acceptable escrow agent for a periotl of no[ more than 5 days after closing tlate. If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5 day periotl, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all deposit(s) shall, upon written demand by Buyer and within 5 days after demand, be returned Co Buyer and simultaneously with such repayment, Buyer shall ze turn Personalty and vacate Real Property antl reconvey the P rope r[y [o Seller by special warranty deed and bill of sale. If Buyet fails to make timely demand for refund, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties containetl in the deed or bill of sale. If a portion of the purchase price is [o be derived from institutional financing or re Financing, requiremen [s of the lending institution as to place, time of day antl procedures for closing, and for disbursement of mortgage proceeds shall control over contrary provision in [his Contract. Seller shall have the sigh[ to require Erom the lending institution a written commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor. The escrow and closing procetlu re required by this S[anda rtl may be waived if title agent insures adverse matters pursuant to Section 62"1.7891, P.S., as amentled. R. ATTORNEY FEE3; COSTS: In any litiga [ion, including breach, enforcement or interpretation, arising out of this Contract, the pze vailing party in such litigation which, for the purposes of this Standazd, shall include Seller, Buyer, and any brokers acting in agency or nonagency relationships authorized by Chapter 975, F.S., as amended, shall be entitled to recovee £rom the non-prevailing party reasonable attorney's fees, costs, and expenses. 3. FAILORE OP PERFORMANCE: except as provided in Paragraph %II, if Buyer fails to perform this Contract within the time specified (including payment of all deposit (s~(, the depo sit lsl paid by Buyer and deposit (sl agreed to be paid, may be reco veretl and retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this Contract antl in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under Contract; or Seller, at Seller's option, may proceed in equity [o enforce Seller's rights under this Contract. If, Eor any reason other than failure of Seller to make Seller's title mazke table after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action for damages resulting from seller's breach. T. CONTRACT NOT RECORpABLE; PERSONS WgtE); NOTICE: Neither Chis Contract nor any notice of it shall be re co rtled in any public records. This Contract shall bind and inure to the benefit of the parties and their successors in interes C. Whenever the context permits, singular shall inclutle plural antl one gentler shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to Chat party. U. CONVEYANCE: Seller shall convey title to Real Property by statutory warranty, trustee's, personal representative's or guardian's deed, as appropriate to the status of Seller, subject only [o matters contained in Paragraphs VI and %II and those otherwise accepted by Buyer. Personal Property shall, at request of Buyer, be tca nsfe aed by an absolute bill of sale with warranty of title, subject only to such matters as may be otherwise provided foz he ze in. V. OTAEA AGRESMENT3: No prior or present agreements or representations shall be binding upon Buyer or seller unless included in this Contract. No modification oz change in this Contract shall be valitl or bintling upon the parties unless in writing and executed by the party or parties intendetl to be bound by it. N. NARRANTIE3: seller warrants that there are no facts known to seller materially affecting the value of the Property which are not readily observable by Buyer or which have not been disclosed to Buyer.