Res 32-08( \
RESOLUTION NO. 32-08
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO 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 Dekay Beach, Florida, wishes to sell certain property located at NW 2"d Street;
and
WHEREAS, the Buyet hereinafter named desires to buy the property hereinafter described from the
City of Dekay 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 Delray Beach, Florida, as Seller, hereby agrees to
sell to the Delray Beach Community Redevelopment Agency, as Buyer, fox the purchase price of Ten Dollars
and 00/100 cents ($10.00), said property being described as follows:
The South 150 feet of the East 50 feet of Block 18 (less the East 20 foot xight-
of-way), map of the Town of Linton, Florida, according to the plat recorded in
Plat Book 1, Page 3, Public Records of Palm Beach County, Florida. The above
being the real property described under Tax Certificate 8964 in the Tax Deed
recorded in Official Record Book 10397, Page 215, Public Records of Palm
Beach County, Florida.
Secdon 2. That the terms and conditions contained in the contract fox sale and purchase and addenda
thereto between the City of Delray Beach, Florida, and the Buyer as hereinabove named are incorporated
herein as Exhibit "A".
PASSED AND ADOPTED in regular session on the 3~d day of September, 2008.
ATTEST:
MAYOR
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City Clerk
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This instrument was prepared by
and RETURN TO:
Terrill C. Pyburn, Esq.
200 N.W. 1st Avenue
Delray Beach, Florida 33444
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 REDEVELOPMENT AGENCY., whose mailing address is 20 N. Swinton
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
The South 150 feet of the East 50 feet of Block 18 (less the East 20
foot right-of--way), map of the Town of Linton, Florida, according
to the plat recorded in Plat Book 1, Page 3, Public Records of Palm
Beach County, Florida. The above being the real property
described under Tax Certificate 8964 in the Tax Deed recorded in
Official Record Book 10397, Page 215, Public Records of Palm
Beach County, 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.
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:
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City Clerk
STATE OF FLORIDA
COUNTY OF PALM BEACH
tore o nent was acknowledged before me this ~`3ay of September,
2008, by~~~~rta-rs, as ay~r~of the City of Delray Beach, Florida, who is personally known to
me or has produced as identification.
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Signature of tary Publi -State of Florida
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CONTRACT FOR SALE AND PURCHASE
PARTIES: CITY OF DELRAY BEACH, a Florida municipal corporation, 100 N.W. ls`
Avenue, Delray Beach, FL 33444 (Phone: 561-243-7000), ("Seller"), and the DELRAY
BEACH COMMONITY REDEVELOPMENT AGENCY,("Buyer"), 20 N. Swinton Avenue, Delray
Beach, Florida 33999 (Phone: 561-276-8640), 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. DESCRIPTION:
(a) Legal description of the Real Property located in Palm Beach County,
Florida: The South 150 feet of the East 50 feet of Block 18 (Less
the East 20 foot right-of-way), map of the Town of Linton, Florida,
according to the plat recorded in Plat Book 1, Page 3, Public
Records of Palm Beach County, Florida. The above being the real
property described under Tax Certificate 8964 in the Tax Deed
recorded in Official Record Book 10397, Page 215, Public Records of
Palm Beach County, Florida.
Property Control No. 12-43-46-16-01-018-0110
(b) Street address, city, zip, of the Property is: NW 2nd Street, Delray
Beach, Florida 33949
II. PURCHASE 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 30, 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: The Buyer's obligation to close is contingent on the CRA
closing on the "Dorsey Property", which is located at 507 NW 2nd Street, Delray
Beach, FL. This transaction shall be closed no later than thirty (30) days
following the closing of the Dorsey Property, unless modified by the parties.
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 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.
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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. 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 .
CI 0 DELRAY
By: ^^\\
Print Name:`V~
Tax ID No.
DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENC /
Bv: < ~/ 9 s=od
///' Date
Print Name: AZ/X A9Y WiV~~'I-
Tax ID No. ~q-a593~o3
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H:~2006~080954~Contract for Sala and Purchase to CRA-NW 2nd St.dcc
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ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
SELLER: CITY OF DELRAY BEACH, a Florida municipal corporation
BUYER: THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
PROPERTY ADDRESS: NW 2nd Street, Delray Beach, Florida 33949
XI.~ SPECIAL CLAUSES; ADDENDA (Continued)
A. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("EIRPTA"): 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 1495.
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.
S. Buyer shall have forty five (45) days commencing on the date the City
signs the Contract to perform inspections of the Property as the Buyer deems
necessary ("Inspection Period"). During the Inspection Period, Buyer shall, at
its sole cost and expense, determine that utility services including, water,
waste water, electric, telephone and all other utilities are available in the
proper size and capacity to serve the existing facilities and installed to the
property lines. At all times during the Inspection Period, Buyer and its agents
shall be provided with reasonable access during normal business hours to the
Property for purposes of on-site inspection, upon reasonable prior Notice to
Seller. The scope of the inspection contemplated herein shall be determined by
the Buyer as deemed appropriate under the circumstances. This Agreement is
contingent upon Buyer, at its sole cost and expense, obtaining and accepting a
satisfactory Phase I Environmental Audit, and if deemed necessary at its
discretion, a Phase II Environmental Audit for which it will be granted an
additional sixty (60) days for inspections. In the event that any inspections and
any review of documents conducted by the Buyer relative to the Property during
this Inspection period prove unsatisfactory in any fashion, the Buyer, at its
sole discretion, shall be entitled to terminate this Agreement prior to the end
of the forty five (45) day Inspection Period, and any extensions thereof. Buyer
will provide written notice by mail or facsimile to Seller and/or Seller's
counsel in the event the Buyer determines that the Property is unsuitable during
the Inspection Period or proceed to Closing as set forth herein.
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.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. EVIDENCE 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 Date. It shall commence with the 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
Florida licensed title insurer agreeing [c issue to Buyer, upon recording of the deed to Buyer, an owner's policy
of title insurance in the amount of the purchase price, insuring Buyet's title to Real Property, subject only to
liens, encumbrances, exceptions or qualification provided in this Contract and those which shall be discharged 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 tlete rmined accortlinq 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 evitlence of title to examine it. If title is
fountl defective, Buyer shall, within 3 tlays thereafter, 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 (30) day period, deliver written
notice to Seller either: (11 extending the time for a reasonable period not to exceed 120 days within which Seller
shall use diligent effort to remove the tlefe ct s; or (2)requesting a refund of deposit(s) paid which sha 11
immediately be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemetl to have acceptetl the
title as it then is. Seller shall, if title is fountl unmarketable, use diligent effort [o correct defect(s) in
title within the time provided 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 under this Contract.
C. SURVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title,. may have Real Property
surveyed and certified by a registered Florida surveyor. If the survey discloses 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.
E. INGRESS AMID 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 to which is in accordance with Stantlard
A.
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G. LIENS: Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence, unless
otherwise provi detl 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 a£f idavit 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 tlama ges have been paid or will be paitl at closing of this Contract.
H. PLACE OF CLOSING: Closing shall be heltl in the county where Real Property is locatetl, at the office of the
attorney or other closing agent designated by.Seller.
I. TIME: In computing time pe riotls of less than six (fi) days, Saturdays, Sundays and state or national legal
holitla ys shall be excludetl. Any time periods provided for herein which shall end on Saturday, Suntlay or legal
holiday shall extend to 5:00 p.m. of the next business day. Time is of the essence in this Contract.
J. DOCVMENTS FOR CL09ING: Seller shall furnish deed, bill of sale, construction lien affidavit, owner's
possession affidavit, and corrective instruments. Buyer shall furnish closing statement.
K. EXPENSES: Documentary stamps on the deed and recording corrective instruments shall be paid by Selle x.
Documentary stamps and intangible tax on the purchase money mortgage and any mortgage assumed, and recording of
purchase money mortgage to Seller, tleed and financing statements shall be paitl 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 paitl by the party responsible for furnishing
the title evidence in accordance with Paragraph IV.
L. PROBATIONS; CREDITS: Taxes, assessments, interest, insurance and other expenses and revenue of Property shall
be prorated through day 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 at closing shall be increased or decreased
as may be required by prorations to be matle through day prior to closing or occupancy if occupancy occurs before
closing. Advance rent and security deposits will be credited 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 matle for maximum
allowable discount, homestead and other exemptions. If closing occurs at a tlate 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 tax. If there are completetl improvements on Real Property by January 1st of year of closing, which
improvements were not in existence on January 1st of the prior year, then taxes shall be prorated based upon the
prror 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. My tax proration basetl 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 at closing.
P. PROCEEDS OF SALE; CLOBING PROCEDURE: The deetl 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 woultl render 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
period of not more than 5 days after closing date. IE 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 tlefect. If Seller fails to timely cure the defect, all
tleposit~s) shall, upon written demand by Buyer and within 5 days after tlemand, be returnetl to Buyer and
simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and recanvey the
Property to Seller by special warranty deed and bill of sale. If Buyer fails to make timely demand for refuntl,
Buyer shall take title as i s, waiving all rights against Seller as to any intervening defect except as may be
available to Buyer by virtue of warranties contained in the deed or bill of sale. If a portion of the purchase
price is to be derived from institutional financing or refinancing, requirements of [he lending institution as to
place, time of tlay antl procetlures for closing, and for tlisbursement of mortgage proceeds shall control over
contrary provision in this Contract. Seller shall have the right to require from the lending institution a written
commitment that it will not withhold tlisbursement 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."!891, F.S., as amended.
M. SPECIAL A38ESSMENT LIENB: Certified, confirmed and ratified special assessment liens as of tlate of closing
(not as of Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be assumetl by
Buyer. If the improvement has been substantially completetl as of Effective Date, any pending lien shall be
consitlered as ce rt ifietl, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the last
estimate of assessment for the improvement by the public body.
R. ATTORNEY FEES; COSTS: In any litigation, including breach, enforcement or interpretation,'arisinq out of this
Contract, the prevailing party in such litigation which, for the purposes of this Stantlard, 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 recover from the non-prevailing party reasonable attorney's fees, costs, antl expenses.
S. FAILURE OS PERFORLANCE: Except as provided in Paragraph XII, if Buyer fails to perform this Contract within
the time specified (inclutlinq payment of all deposit(s)), the tleposit (sl paid by Buyer antl tleposit (sI agreed to be
paid, may be recovered antl retainetl by or for the account of Seller as agreetl upon liquidatetl damages,
consitleration Eor the execution of this Contract and in full settlement of any claims; whereupon, Buyer and Seller
shall be relieved of all obligations antler Contract; or Seller, at Be11er's option, may proceed in equity to
enforce Seller's rights under this Coni ract. 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 RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract nor any notice of it shall be recorded
in any public recortls. This Contract shall bind and inure to the benefit of the parties and their successors in
interest. Whenever the context permits, singular shall include plural and one gentler shall include a11. Notice
given by or to the attorney for any party shall be as effective as if given by or to that 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 to matters contained in
Paragraphs VI and XII and those otherwise accepted by Buyer. Personal Property shall, at request of Buyer, 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. OTBER AGREIIgNT3: 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.
W. WARRANTIES: Seller warrants that there are no facts known to Seller materially affecting the value of the
Property which are not reatlily observable by Buyer or which have not been disclosed to Buyer.
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NOTICE OF INTENT TO TRANSFER REAL PROPERTY
NOTICE IS HEREBY GNEN that the City of Delray Beach, Florida, announces its
intention to transfer the following real property. The essential terms of the transfer aze that the
City shall transfer for affordable housing purposes to the Delray Beach Community
Redevelopment Agency property described as:
The South I50 feet of the East 50 feet of Block 18 (less the East 20 foot right-of-
way), map of the Town of Linton, Florida, according to the plat recorded in Plat
Book 1, Page 3, Public Records of Palm Beach County, Florida. The above being
the real property described under Tax Certificate 8964 in the Tax Deed recorded
in Official Record Book 10397, Page 215, Public Records of Palm Beach County,
Florida.
Resolution 32-OS of the City Commission authorizing the transfer of real property incorporating
the terms and conditions thereof, will be considered at a public hearing to be held at 7:00 p.m. on
September 3, 2008, at City Hall, Commission Chambers, 100 N.W. I$` Avenue, Delray Beach,
Florida.
CITY OF DELRAY BEACH, FLORIDA
Chevelle Nubin
City Clerk
Publish: The News
August 11, 2008
August 18, 2008
Page 1 of I
MEMORANDUM
TO: Mayor and City Commissioners
FROM: Terrill C. Pyburn, Assistant City Attorney
THROUGH: City Attorney
DATE: August 21, 2008
SUBJECT: AGENDA ITEM 10.D. -REGULAR COMMISSION MEETING OF SEPTEMBER 3, 2008
RESOLUTION NO. 32-08/CONTRACT FOR SALE AND PURCHASE OF
PROPERTY/COMMUNITY REDEVELOPMENT AGENCY
ITEM BEFORE COMMISSION
Resolution No. 32-08 transferring property located at NW 2nd Street to the Community Redevelopment
Agency.
BACKGROUND
Attached to this memorandum please find Resolution 32-08 which confirms the City's intent to transfer
the property referenced above to the Delray Beach Community Redevelopment Agency for affordable
housing purposes. Also attached please find a Contract for Sale and Purchase of the above-referenced
property.
RECOMMENDATION
The City Attorney's Office recommends approval.
http://miweb001 /CouncilAgenda/Bluesheet.aspx?ItemID=1380&MeetingID=151 9/17/2008
RESOLUTION NO. 32-OS
A RESOLUTION OF THE QTY COMMISSION OF THE QTY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE QTY TO SELL TO
BUYER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY,
FLORIDA, AS DESCRIBED HEREIN, HEREBY INCORPORATING
AND AOCEPTING THE CONTRACT STATING THE TERMS AND
OONDITIONS FOR THE SALE AND PURCHASE BETWEEN THE
BUYER AND THE QTY OF DELRAY BEAQ-I, FLORIDA.
WHEREAS, the Ciry of DehayBeach, Florida, wishes to sell certain property located at NW 2~ Street;
and
WHEREAS, the Buyer hereinafter named desires to buy the property hereinafter described from the
Cuy of DelrayBeach, Florida; and
WHEREAS, it is in the best interest of the Ciryof Delray Beach, Florida, to sell said property.
NOW, THEREFORE, BE IT ORDAINED BY THE QTY COMMISSION OF THE QTY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the Cary Commission of the City of Delray Beach, Florida, as Seller, hereby agrees to
sell to the Delray Beach Community Redevelopment Agency, as Buyer, for the purchase price of Ten Dollars
and 00/100 cents ($10.00), said propertybeing described as follows:
The South 150 feet of the East 50 feet of Block 18 (less the East 20 foot right-
of-way}, map of the Town of Linton, Florida, according to the plat recorded in
Plat Book i, Page 3, Public Records of Palm Beach County, Florida. The above
being the real property described under Tax Certificate 8964 in the Tax Deed
recorded in Official Record Book 10397, Page 215, Public Records of Pahn
Beach County, Florida.
'on 2. That the terms and conditions contained in the contract for sale and purchase and addenda
thereto between the City of Delray Beach, Florida, and the Buyer as hereinabove named are incorporated
herein as Exhibit "A".
PASSED AND ADOPTED in regular session on the _ day of , 2008.
ATTEST:
MAYOR
Gty Qerk
CONTRACT FOR SALE AND PURCHASE
PARTIES: CITY OF DELRAY 88ACH, a Florida municipal corporation, 100 N.W. 1~`
Avenue, Delray Beach, FL 33444 (Phone: 561-243-7000), ("Seller"), and the DELRAY
HEACH COMMUNITY REDEVELOPMENT AGENCY,("Buyer"), 20 N. Swinton Avenue, Delray
Beach, Florida 33444 (Phone: 561-276-8640), hereby agree that the Seller shall
sell and Buyer shall buy the following described Real Property and Personal
Property (collectively "Prooerty") 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").
DESCRIPTION:
(a) Legal description of the Real Property located in Palm Beach County,
Florida: The South 150 feet of the East 50 feet of Block 18 (Less
the East 20 foot right-of-way), map of the Town of Linton, Florida,
according to the plat recorded in Plat Book 1, Page 3, Public
Records of Palm Beach County, Florida. The above being the real
property described under Tax Certificate 8964 in the Tax Deed
recorded in Official Record Book 10397, Page 215, Public Records of
Palm Beach County, Florida.
Property Control No. 12-43-46-16-01-018-0110
(b) Street address, city, zip, of the Property is: NW 2nd Street, Delray
Beach, Florida 33444
II. PURCHASE PRICE $ 10.00
III. TIMH 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 September 30, 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 EVIDSNCB: 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: The Buyer's obligation to close is contingent on the CRA
closing on the "Dorsey Property", which is located at 507 NW 2"°Street, Delray
Beach, FL. This transaction shall be closed no later than thirty (30) days
following the closing of the Dorsey Property, unless modified by the parties.
VI. RESTRICTIONS; BASEMENTS; 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. OCCIIPANCY: 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 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. 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 REDEVELOPMENT
AGENCY
By:
Print Name:
By:
Date Date
Print Name:
Tax ID No.
Tax ID No.
H:\2008\080959 \Contract for Sale and Purchase to CRA-NW 2nd St.doc
ADDENDUM TO CONTRACT FOR SALE AND PIIRCHASE
SELLER: CITY OF DELRAY BEACH, a Florida municipal corporation
BUYER: THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
PROPERTY ADDRESS: NW 2nd 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 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.
2
If the Seller is a 'foreign person' as defined by the Internal Revenue
Code, the Buyer generally is required to withhold 10°s 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. Buyer shall have forty five (45) days commencing on the date the City
signs the Contract to perform inspections of the Property as the Buyer deems
necessary ("Inspection Period"). During the Inspection Period, Buyer shall, at
its sole cost and expense, determine that utility services including, water,
waste water, electric, telephone and all other utilities are available in the
proper size and capacity to serve the existing facilities and installed to, the
property lines. At all times during the Inspection Period, Buyer and its agents
shall be provided with reasonable access during normal business hours to the
Property for purposes of on-site inspection, upon reasonable prior Notice to
Seller. The scope of the inspection contemplated herein shall be determined by
the Buyer as deemed appropriate under the circumstances. This Agreement is
contingent upon Buyer, at its sole cost and expense, obtaining and accepting a
satisfactory Phase I Environmental Audit, and if deemed necessary at its
discretion, a Phase II Environmental Audit for which it will be granted an
additional sixty (60) days for inspections. In the event that any inspections and
any review of documents conducted by the Buyer relative to the Property during
this Inspection period prove unsatisfactory in any fashion, [he Buyer, at its
sole discretion, shall be entitled to terminate this Agreement prior to the end
of the forty five (45) day Inspection Period, and any extensions thereof. Buyer
will provide written notice by mail or facsimi le to Seller and/or Seller's
counsel in the event the Buyer determines that the Property is unsuitable during
the Inspection Period or proceed to Closing as set forth herein.
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 warranC that there is no broker involved in
this transaction to whom a commission would be due.
STANDARDS FOR REAL ESTATH TRANSACTIONS
A. EVIDENCE OF TITLE: (1)An abst cart of title prepared or brought current by a reputable and existing abstra cL
. lif not existing then ce rtiFied as correct by an e rsting Fir ml parportinq to be an accurate synopsis of the
ro st ruments affecting title to Real Property r orded n the public records of Lhe c Doty wherein Real Property is
located, through Effective Bate. It shall c mence with the earliest public r ords~ or such later date as may be
cas tomary in the county. Upon closing of this Contract, Lhe abstract shall become Lhe properly of Buyer, subject to
the right of retention the reoE by First wort ga9ee until fully paid. Ikl A title insurance commitme nt issued by a
FLO rich licensed title r urer agreeing to i e to Bayer, upon re cording of the deed to Buyer, ~ owner's policy
ssu a
.isle inso ra nee rn th es amo ont of the purchase price, ring Buyer's title Lo Real Property, sobj ecL only to
Lie encumbrances, exceptions or qua lifica Lion providetlr inu this Contract and those which shall be discharged by
Seller at or before closing. Seller shall c vey a marketable title subject only to liens, umbrance s, exceptions
or qualifies[ LO ns set Eo rth in conteac t. onMarketable title shall be de to rmined aeeoed ir. gc t applicable Title
standards adopted by autho ri Cy of The Florida Bar and r. ccordance with law. du yer sha 11 have 3C tlays, if
abstract, or 5 days, if title commi amen [, `mm date of r rnG evidence of title to examine it. If Title is
Found defective, Boyer shall, within 3 days thereafter, enotify Seiler in writing specifying def ectfsl- if the
defectls7 ender title u arke table, Seiler will have 3U days from receipt of notice to remove the defecclsl,
failing which 0uyer shall,[ within fief (57 days after expi [a Lion of the thirty 1301 day period, tleliver wri LCeo
r.o ti ce to Seller either: (1) extending the time for a r -sonable period noG to exceed 120 days within which Selle_
shall use dil ig enL effort to remove the defects; col 2)request in9 a refund of depositls) paid which =_hall
mmedia Lely be returned to Buyer. if Buyer fails to so noLLFy Selleq Buyer shall be deemed to have a cepted the
title as it then is. Seller shall, if ti [le t found unmarketable, use diligent effort to c rrecL defectlsl .
rle within the time prow itled therefor. if Seller r uable to timely c rrecL Lhe tlef ects, o0uyer shall either
s u
rve the detects, or rve a refund of depositlsl, tF.ereby releasing 0oyer and Seller from all _arther
obligation under this Cont act.
a~a~+-1 1 _ _ ___ __ _ __ ____ __ _
E. INGRHHS AND EGRESE: Selle[ warrants and represents that there r rng Tess and egress Lo the Neal Property
sufficient foe the rote nded use as described rn Paragraph vi hereof, title to which is rn accordance with Standard
A.
~~ ,
G. LIENS: Seller shall furnish to Buyer at time of closing affidavit attesting to the absence, unless
otherwise provided for herein, of any financing statements, claims of lien or potential lienors known to Seiler and
further attesting Lhat there have been n rmp roveme nts o repairs [o Property for 90 days immediately preceding
date of closing. If Property has been rmproved, or repaired within Uat time, Seller shall deliver releases o
vers of mechanics' liens executed by all general contractors, subcontractors, suppliers, and mate ri almen r
addition to Se 11e is lien affidavit setting forth the names of all such general contcacto rs, subcon Lra cto rs ,~
suppliers and materialmen and further affirming Lha[ all cha ages for improvements o repairs which could serve as a
basis for a mechanic's lien or a claim for 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 Aeal Property is locatetl, at the office of the
atco They or other closing agent designated by Seller.
I. TIME: in computing time periods of less than sin I6) days, Saturdays, Sundays antl state or national legal
holidays shall be excluded. Any time periods provided for herein which shall end on saturtla y, sunday or legal
holiday shall extend to 5:00 p.m. of the next business day. Time is of the essence in this Contract.
J. DOCUMENTS FOR CLOSING: Seller shall furnish deed, bill of sale, construction lien affidavit, owner's
possessron affidavit, and corrective rust ruments. Buyer shall furnish closing statement.
C. BURVEY: Guyer, at Buyer's expense, wi Lhin time allowed to deliver evidence of tl cl e, may have Real Prooe rty
., veyed and ce rti Eied by a registered Florida s veyor. If the s rvey discloses encroachments or. Lhe Real Property
that improvements to ca ted thereon encroachLr setback lines, easements, lands of others, or vrolate any
restrictions, Contract covenants or applicable gove mmental regulation, the same shall covstitote a clLle defect.
%. ERPENSES: pocomenta ry stamps on the deed and r cord inq c red ive rnstramen LS shall be paid by Seller.
Documentary stamps and rntangib le tax on [he pu tth ase emoney mortg aye and any mor Lgage assumed, and recording of
purchase money mortgage Lo Seller, deed and fioaoci ng statements shall be paid by Bcyer. Unless otherwise provided
by law o rider to this Contract, charges far Lhe full owing related <i41e se ices, n me ly Li c1e or abstract
charge, Li tle e mi na cion, and settlement and closing fee, shall be paid by the pary re~ponslble for furnis hioc
Lhe title evidence in accordance wi Lh Paragraph iv.
L. PROAATION9; CREDITS: Taxes, asses smen LS, tote resq rnsucance and other cope nses and revenue of Prooerry shall
be vro rated through day before closing. eu yer shall have the option of taking v r any existing policies of
Cosa ranee, if assumable, which event premiums shall be prom ced. Cash aL closing shall be r creased or deceased
nay be regvi red by pro ra ti ons to be made through day pri oe co closing or occupancy if occupancy occurs before
clo stag. ndv ante rent and se cu d ty deposi LS will be credited to Payer. Escrow deposits held by mor Lgagee will be
¢edited Lo Seller. Taxes shall be prorated based on the eccrer.t year's tax with due allowance made for maximum
allowable discount, homestead and of he[ exemp [ions. if closing occurs at a dace when the current year's millage is
not fixed, and current year's assessment is available, taxes will be prorated based upon such a sessment and the
prior year's millage. If cvrcent yea['s assessment is not avai table, Lhen taxes will be pmra Led on the prior
year's tax. L` there completed improvements on Real Property by January 1st of year of closing, which
rmp roveme nts were not r rstence on January 1st of the prior yea e, Chen taxes shall be prorated based upon the
pd or Year's millage and at an equi [able assessment Lo be agreed upon be [weep Lhe parties, failing which, request
will be made to the County Property Apyrai ser for nfcrmal assessment caking rnto consideration available
exemptions. Any tax procation based on a estimate shall,~at request of either party, be readjusted upon receipt of
tax bill on contlltion that a statement Lo that of feet r., signed at closing.
M. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special a ssmenL liens as o£ date of closi nq
Inot as of Effective Dace) are to be paid by Seller. Pending liens as of date of closing shall be assumed by
5uyer, if the imvrovement has been snbstanL Tally comple Led a of Effective Dace, any pe ndinq lien shall be
side:ed as certified, eonf3 cured or ratified and seller shall, at Closing, be charged an amount equal to the last
estimate of assessment for the rmp roveme nt by the public body.
N _ _ _ __ _ __ _ __ _
P. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be r orded upon clearance of funds. i£ an abstract of
title has been fucni shed, evidence of title shall be co ntinued eat Buyer's expense co show title an Buyer, without
any encumbrances or change which would render 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
period of noG more than 5 days after closing date. If Seller's title is rendered unmarketable, Lh rough no fault of
&ayer, Buyer shall, within the 5 day period, notify Seller i riti ng of the defect and Seller shall have 30 days
from date of r eipt of such notifica ctov to cure the de Ee ct. If Seller fails to timely cure the defect, all
deposit lsl shall, upon riLten demand by Buyer and within 5 days after demand, be returned to Huyer and
simultaneously with uchw repayment, Buyer shall return Personalty and v cate Real Property and re convey the
Property to Seller by special warranty deed and bill of sale, if Buyer Eai 1s to make timely demand for refund,
Buyer shall take LiGle a waiving all rights against Seller as to any intervening defect except as may be
ailable to Guyer by virtue of warranties contained rn the deed or bill of sale. If a portion of the purchase
pu . s to be derived from insti LUtional financing o refinancing, requ iremencs of the lending institution as to
places time of day and procedures for closing, and for disbursement of mortgage proceeds shall control over
ontrary provision rn this Contract. Seller shall have Ue right Lo requite from Lhe lending instituticn a written
commi CmenL that iL will not withhold disbursement of mortgage proceeds as a r salt of any title defect attributable
to Ruyer-mortgagor. The e w and closing procedure required by Lhis Standard may be waived iF title agent rnsures
adverse matters pu rsua nt sto oSe cti on 62].]841, F.S., as amended.
R. ATTORNEY FEES; COSTS: In any litigation, ncluding breach, enforcement o interpretation, arising out of this
Contract, the preva ilinq party in such liti ga ilon which, [oc the purposes of this Standard, shall include Selleq
Buyer, and any broke[s acting in agency or nonagency re la tl on ships authorized by Chapter 4J5, F.S., s amended,
shall be em Filed to recover Erom the non-prevailing party reasonable a<to rney's fees, .os ts, and expenses.
S. FAILURE OF PEAFORNANCE: Except as provided in Paragraph XII, if Buyer Earls to pe rf oim this Contract within
the time spe cif3 ed (including payment of all deposiU s)), [he deposit~s~ paid by Buyee and depositls7 agreed to be
aid, may be recovered and retained by or For the account of Seller as agreed upon liquidated damages,
side ration for the execution of this Contract and rn Eull settlement of any claims; whereupon, Buyer and Seller
shall be relieved of all obliy ations under Con tracC or Seller, at Seller's option, may picceed rn equi Cy to
enforce Seller's rights under this Contract. ff, Eot any r ason other than failure of Seller to make seller's title
marketable after diligent effort, Seller fails, negl eeis eo refuses to perfo tm this Contract, the Boyer may seek
specific performance o elect to r ve the return of eu yer's depositls) without thereby waiving any action Eor
damages resulting from Seller's breach.
T. CONTRACT NOT RECORDABLE; PERSONS HOVND; NOTICE: Neither this Contract no[ any notice of it shall be recorded
any public records. This Contract shall bind and in e to the benefit of the parties antl their successors in
merest. whenever the context permits, singular shall r nclude plural and one gender shall nclude a11. Ncti ce
qiv en by or to the attorney for any party shall be as effective as if given by or to that party.
U. CONVEYANCE: Seller shall convey title to Beal Property by statutory rr anty, trustee's, per onal
rep reseota five's or guacdia n's deed, as appropriate to the s<atus of seller, subject only to mattes contained in
Paragraphs vi antl XII and Chose otherwise a cep red by Buyer. Personal Prope ay shall, at request of eu yer, be
Lra ns Ee rred by an absolute bill of sale wlUcw arcanty of title, subj ec[ only to such matters as may be otherwise
provided for herein.
V. OTHER AGAEENENTS: No prior or present agreements oe representations shall be binding upon Huger or Seller
unless rn cl uded rn this Contract. No modification or chap qe rn this Contract shall be valid or binding upon the
parties unless rn. w: it ing and exe cu red by the patty or parties rote nded to be bound by ic.
W. WARPANTIES: Seller wae[an[s that there are no facts known [o Seller materially affecting the value of the
Property which axe not readily obse[vable by Buyez or which have not been disclosed to Buyer.
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