Res 02-09RESOLUTION NO. 02-09
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH, FLORIDA, AUTHORIZING THE
DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENCY (CRA) TO SELL CRA PROPERTY LOCATED AT 429
N.W. ls'-r STREET TO MOUNT OLIVE MISSIONARY BAPTIST
CHURCH OF DELRAY BEACH FOR ONE THOUSAND
DOLLARS ($1,000.00) WITH THE CRA RECEIVING A
PERPETUAL PARKING EASEMENT OVER MOUNT OLIVE
MISSIONARY BAPTIST CHURCH'S THIRTY-FIVE (35) SPACE
PARKING LOT LOCATED ON N.W. 5TH AVENUE;
SETTING A PUBLIC HEARING AT CITY HALL, 100 N.W. 191'
AVENUE, DELRAY BEACH, FLORIDA FOR 7:00 P.M. ON
JANUARY 6, 2009, PURSUANT TO FLA. STAT. 163.380(2).
WHEREAS, the Community Redevelopment Agency wishes to sell property located at
429 N.W. Is, Street for One Thousand Dollars ($1,000.00);
WHEREAS, the Community Redevelopment Agency (CRA) will, as part of the sale, obtain
from Mount Olive Missionary Baptist Church of Delray Beach, a perpetual parking casement over
Mount Olive's thirty-five (35) space parking lot located on N.W. 51h Avenue; and
WHEREAS, Fla. Stat. 163.380(2) requires the consent of the City after a Public Hearing for
the sale and exchange; and
WHEREAS, the City of Delray Beach hereby determines that it is in the best interest of the
City of Delray Beach, Florida and the Community Redevelopment Agency to pursue the sale and
exchange of property for the uses herein described.
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 hereby consents
to the sale of land located at 429 N.W. 1st Street and as legally described below by the Community
Redevelopment Agency to Mount Olive Missionary Baptist Church of Delray Beach for One
Thousand Dollars ($1,000.00).
429 NW 1 s' Street — Legal Description:
The East 84 feet 6 inches of Lot 8, Block 27, Town of Linton (now
Delray Beach), as Recorded in Plat Book 1, Page 3 of the Public
Records of Palm Beach County, Florida; and
Section 2. That as part of the sale, the City of Delray Beach hereby consents to the
receipt by the CRA of a perpetual easement over the thirty-five (35) space parking lot owned by
Mount Olive Missionary Baptist Church of Delray Beach located on N.W. 111 Avenue legally
described below as:
Mt. Olive Parking Easement — Legal Description:
Lots 2 and 3, Block 28, Town of Linton (now Delray Beach), as
Recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach
County, Florida;
Together with:
The 16'udlity and ingress-egress easement adjacent thereto as
recorded in O.R. Book 69, Page 20 of the Public Records of Palm
Beach County, Florida.
Section 3. The City of Delray Beach hereby finds that the fair value of the sale is
sufficient when the perpetual easement value is also considered. Nonetheless, pursuant to Fla. Star.
163.380(2), a Public Hearing on the sale is being held. The City finds that it is in the long term
interest of the City and CRA for the CRA to enter into this sale of CRA property and for the CRA
to receive a perpetual parking easement over the property owned by Mount Olive Missionary Baptist
Church of Delray Beach.
Section 4. That a duly noticed Public Hearing on the sale of property and the accompanying
receipt of the perpetual easement by the CRA has been set for this 61h day of January, 2009 at City
Hall, 100 N.W. 1St Avenue, Delray Beach, Florida.
PASSED AND ADOPTED in regular session on the 6th day of January, 2009.
ATTEST:
City Clerk
MAYOR
2 Res No. 02-09
TO: Mayor and City Commissioners
FROM: Susan A. Ruby, City Attorney
DATE: December 23, 2008
SUBJECT: AGENDA ITEM N.A. - REGULAR COMMISSION
RESOLUTION 2- 09/PURCHASEAND SALE OF -HEAL PROPERTY
AGREEMENT/CRAIMOUNT OLIVE MISSIONARY BAPTIST CHURCH
Resolution 2-09 has been prepared for the purpose of authorizing the CRA to sell CRA Property located
at 429 N.W. I't Street to Mount Olive Missionary Baptist Church of Delray Beach for $1,000.00 with
the CRA receiving a perpetual parking easement over Mount Olive Missionary Baptist Church's 35
space parking lot located on N.W. 5th Avenue.
BACKGROUND
See memo from Diane Colonna, CRA Executive Director, dated December 22, 2008.
RECOMMENDATION
The City Attorney's office recommends City Commission discretion.
RESOLUTION NO. 2-09
A RESOLUTION OF THE QTY coNmffssm OF THE ary OF
DELRAY BEAM, FLORIDA, AUTHORIZING THE DELRAY BEACH
COMMUNITY REDEVELOPMENT AGENCY (CRA) TO SELL CRA
PROPERTY LOCATED AT 429 XW. 19T STREET TO MOUNT OLIVE
MISSIONARY BAPTIST CHLaCH OF DELRAY BEACH FOR ONE
THOUSAND DOLLARS ($1,000.00) WITH THE CRA RECEIVING A
PERPETUAL PARKING EASEMENT OVER MOUNT OLIVE
MISSIONARY BAPTIST CHURCHS TVIIRTY-FIVE (35) SPACE
PARKING LOT LOCATED ON NW. 5TH AVENUE, SETTING, A
PLIBUC HEARING AT MY HALL, 100 NW. 1ST AVENUE, DELRAY
BEAa-L FLORIDA FOR 7:00 P.M. ON JANUARY 6, 2009, PURSUANT TO
FLA. STAT. 163.380(2).
WHEREAS, the Community Redevelopment Agency wishes to sell property located at 429 NX In
Street for One Thousand Dollars ($1,000.00);
WHEREAS, the Community Redevelopment Agency (CRA) will, as part -of the sale, obtain from
Mount Olive Missionary. Baptist Church of Delray Beach, a perpetual pariting easement over Mount Olive's
thirtyfive (35) space parking lot located on N.W. 56 Avenue; and
WHEREAS, Fla. Stat. 163.380(2) requires the consent of the City after a Public Fk-Aring for the sale
and exchange; and
WHEREAS, the City of Delray Beach hereby determines that it is in the best interest of the City of
DelrayBeacb, Florida and the Community Redevelopment Agencyto pursue the sale and exchange of property
for the -uses herein described.
NOW, THEREFORE, BE IT ORDAINED BY THE QTY COMMISSION OF THE QTY OF
DELRAY BEACK FLORIDA, AS FOLLOWS:
S=iQA 1 That the City Commission of the City of Delray Beach, Florida hereby consents to the sale
of land located at 429 N.W. In Street and as legally described below bythe Community Redevelopment Agency
to Mount Olive Missionary Baptist Church of Delray Beach for One Thousand Dollars ($1,000.00).
Ova "N1.'AQW-rTM -I- I -- utwm
.2 2
Section 2. That as part of the sale, the City of Delray Beach hereby consents to the receipt by the
CRA of a perpetual easement over the 431ay`five (35) space parking lot owned by Mount Olive Missionary
Baptist Church of Delray Beach located on N.W. In Avenue legally described below as:
30 MI
Together -with:
The 16'utilityand ingress- egress easement adjacent thereto as recorded in O.R.
Book 69, Page 20 of the Public Records of Palm Beach County, Florida.
Section 3. The City of Delmy Beach hereby finds that the fair value of the sale is sufficient when
the perpetual easement value is also considered. Nonetheless, pursuant to Fla. Stat. 163.380(2), a Public
Hewing, on the sale is being held. The Cityfinds that it is in the long term interest of the aty and CRA for the
CRA to enter into this sale of CRA property and for the CRA to receive a perpetual parking easement over the
property owned by Mount Olive Missionary Baptist Church of Delray Beach.
Section 4. That a duly noticed Public liewing on the sale of property and the accompanying receipt of
the perpetual easement by the CRA has been set for this 6th day of January, 2009 at City RA 100 NW. Ist
Avenue, Delray Beach, Florida.
PASSED AND ADOPTED in regular session on the day of '2009.
Fxv7vpr.w
00-T.-ITO rx-4 M.
MAYOR
51111�111� "I DE11 IMQ •
THIS AGREEMENT is made and entered into as of this — day of October, 2008
("Agreement ") by and between the Delray Beach Community Redevelopment Agency, a Florida
public body corporate and politic created pursuant to Section 163.356 KS, whose post office
address is 20 North Swinton Avenue, Delray Beach, Florida 33444 (hereinafter referred to as
"SELLER") and Mt Olive Missionary Baptist Church of Delray Beach, a non-profit
corporation, whose post office address is 40 NW 0 Avenue, Delray Beach, FL 33444-2626
(hereinafter referred to as "PURCHASER").
In consideration of the mutual .agreements and upon and subject to the terms and
conditions herein contained, the parties hereto. agree as follows:
I Dff_D91'I _NS The following terms when used in this Agreement for Purchase and
Me shall have the following meanings:
1.1 per ems, That certain real property located at 429 NW I" Street Delray
Beach, FL together with a building thereon and attached personal property (hereinafter collectively
referred to the "Property") which Property is more particularly described with the legal description in
Exhibit "A," attached hereto and made a part hereof.
1.2 Closing The delivery of a Special Warranty Deed to PURCHASER
concurrently with the delivery of the purchase price and other cash consideration to SELLER.
1.3 Closing Date. The date upon which the closing occurs.
1.4 Deed. A Special Warranty Deed which shall convey the Property from
SELLER to PURCHASER.
1.5 FAmPA MQm. The sum of Ten ($10.00) Dollars has been delivered from
PURCHASER to Escrow Agent pursuant to Section 2.1 set forth herein.
1.6 Effective D Effective Date of this Agreement shall be the date upon
Date. The Eff � I gr
its execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow Agent,
1.7 FA=w A . Goren, Cherof, Doody, & Enrol, P.A. ("Escrow Agent")
with offices at 3099 East Commercial Boulevard, Fort Lauderdale, Florida; and 76 N.E. 5' Avenue,
Delray Beach, Florida 33463.
1.8 Other Definitions. The terms defined in Any part of this Agreement shall
have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the
singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each
gender shall be deemed to comprehend either or both of the other genders. As used in this
Agreement, the terms "herein", "hereof' and the like refer to this Agreement in its entirety and not to
any specific section or subsection.
2. PURCHASE AND SALE. -
2.1 Purchase Price.. One Thousand and no /100 Dollars ($1,000.00), together with the
granting to the Seller of a perpetual casement by the Buyer for public parking purposes over certain
real property owned by the Buyer, as described and substantially in form in Exhibit "A" attached
hereto, which presently contains thirty-five (35) parking spaces and is located on NW 5th Avenue.
2.2 Earnest Mona.
Concurrently with the execution of this Agreement by PURCHASER and SELLER,
PURCHASER shall deposit and cause to be placed in an account maintained by GOREN, CHEROF,
DOODY AND MOL, PA. (hereinafter the "Escrow Agent"} monies in the amount of Ten 00/100
($10,00) Dollars (the "Escrow Deposit"). AvOosing, a copy of the closing statement signed by both
parties hereto shall be conclusive evidence of the. SELLERS right to receive the deposit Except in
the event of PURCHASER'S default hereunder, the interest on the Escrow Deposit shall inure to the
benefit of PURCHASER. ,
2.3 B&Igpg6 of Purchase Price. PURCHASER shall pay the balance of the
Purchase Price to SELLER at closing by readily negotiable funds drawn on a local financial
institution pursuant to the terms of the Agreement for Purchase and Sale or by wire transfer to an
account identified by SELLER.
2.4 The Purchase includes:
(a) All right-*f-ways, alleys, waters, privileges, easements and
appurtenances which are on or benefit all the Property;
(b) All right, title and interest, if any, of SELLER in any Property lying
in the bed of any public or private street or highway, opened or proposed, in front any of the
adjoining Property to the center lint thereof-,
(c) To the extent transferable, all licenses, permits, approvals, and other
governmental authorizations relating to the operation use or occupancy of the Property to the extent
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the same are transferable to PURCHASER and in effect as of the Closing Date (the Government
Approvals" and contracts and ]cases, if applicable, with respect to the Property (the. "Contracts").
3. INSPECTIONS. PURCHASER shall have athirty (30) calendar days commencing
as of the Effective Date to determine that the Property is satisfactory for PURCHASER'S purpose
(hereinafter the "Inspection Period"). Additionally, that the Property has adequate services available
and that all Federal, State, County and local laws, rules and regulations have been and are currently
being complied with relative to the Property.
31 During the Inspection Mod, it shall be the responsibility of the
PURCHASER to determine that utility services including water, waste water, electric, telephoneand
all other utilities are available in the proper size and capacity to serve the Property and installed to the
Property, lines. At all times, during the Inspection Period, PURCHASER and its agents shall be
provided with reasonable access during normal business hours to the Property for purposes of an on-
site inspection. In the event that any inspections and any review of documents conducted by the
PURCHASER relative to the Property, during this period prove unsatisfactory in any fashion, the
PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement prior to the
expimtion of the Inspection Period. In that event, PURCHASER will provide written notice by mail
or facsimile to SELLER and/or SELLERS counsel at any time prior to 5:00 pm. on or before the
expiration of the Inspection Period and receive animmediatt refund of all deposits: plus interest paid
hereto or proceed to closing as set forth herein.
3.2 SELLER shall provide PURCHASER -or provide,reasonable access to any
Appraisals, Environmental Reports ('Environmental Phase I and -H if any), Surveys, and all other
studies it may have its possession relating to the Property and shall consent to an assignment of such
items, to PURCHASER or PURCHASER's lending institution and shall provide all and existing
Leases on the Property.
3.3 PURCHASER's right to inspect and enter on to the Pro" during the
Inspection Period is expressly conditioned upon PURCHASER's tovenant to protect the SELLER
fromthe f&g of any liens against the Property. In the event that any such liens are filed as a result of
work performed or requested by PURCHASER, the PURCHASER shall either pay the sum claimed
by the lienor or bond such claim in the manner permitted by law within five (5) days after
PURCHASER receives notice of the lien. If PURCHASER does not discharge or transfer to bond any
3
claims of henor after three- (3) days written notice by SELLER, then PURCHASER shall be in breach
of this Agreement and PURCHASER shall be responsible for damages caused thereby. ,
4. SELLERS REPRESENTATIONS To induce PURCHASER to enter into this
Agreement, SELLER makes the following representations, sJl of which, to the best of its
knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now
true, and (ii) shall be true as of the date of the closing unless SELLER receives information to the
contrary. In that event, PURCHASER shall be provided. immediate notice as to the change to the
following representations-,
4.1 At all times prior to closing, SELLER shall keep the Property ftee and clear
of any mechanic's or materialmen's hens for work or materials furnished to or contracted for, by or on
behalf of SELLER prior to the closing,
4.2 SELLER has no actual knowledge of pending or contemplated
condemnation proceedings affecting the Property or any-part thereof.
4.3 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by
any organization, person, individual or governmental agency which would affect (as to any threatened
litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of
the Property or any part thereof or which would otherwise relate to the Property.
4.4 REAL PROPERTY SOLD AS IS, WHERE IS, RELEASE: SELLER makes
and shall make no warranty regarding the title to the Property except as to, any warranties which will
be contained in the instruments to be delivered by SELLER at Closing in accordance with this
Agreement, and SELLER makes and shall make no representation or warranty either expressed or
implied (except as specifically set forth in the Agreement) regarding, condition, operability, safety,
fitness for intended purpose, use, governmental requirements, development potential, utility
availability, legal access, economic feasibility or any other matters whatsoever with respect to the
Property. The PURCHASER specifically acknowledges and agrees that SELLER shall sell and
PURCHASER shall purchase the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS"
basis and that, except for the SELLER'S representations and warranties specifically set forth in this
Agreement, PURCHASER is not relying on any representations or warranties of any kind
4
whatsoever, express or implied, from SELLER its agents, officers, or employees, as to any matters
concerning the Property including, without limitation, any matters relating to (1) the quality, nature,
adequacy; or physical condition of the Property, (2) the quality nature, adequacy or physical
condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or
physical condition of utilities- serving the Property, (4) the development potential, income potential,
expenses of the Property, (5) the Property's value, use, habitability, or merchantability, (6). the fitness,
suitability,. or adequacy of the Property for any particular use or purpose, (7) the zoning or other legal
status of the Property, (8) the compliance of the Property or its operation with any applicable codes,
laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions,
guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any
other person or entity, including, without limitation, environmental person or entity, including
without limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein)
or any other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring
property, (i 0) the freedom of the Property from latent or apparent vices or defects, (11) peaceable
possession of the Property, (12) environmental matters of any kind or nature whatsoever relating to
the Property, (13) any development order or agreement, or (14) any other -matter or matters of any
nature or kind whatsoever relating to the Property.
As used herein, the term "Hazardous Materials" means (i) those substances included
within the definitions of "hazardous substances ", "hazardous materials", "toxic substances" or "solid .
waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976,42 U.S.C. § 6901 et seq.,
the Hazardous Materials Transportation Act, 49 U.S. C. §1861 et seq., or the Clean Water Act, 33
U.S.C. §1321 et seq thereto; those
seq., as amended, and the regulations promulgated pursuant, to, (ii) se
substances listed in the United States Department of Transportation Table (49 CIFR § 172.101) or by
the Environmental Protection Agency as "hazardous substances", "hazardous materials ", "toxic
substances" or "solid waste!', (iii) such other substances, materials and wastes which are regulated, or
classified as hazardous or toxic, under applicable local, -state or federal laws, ordinances or
regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated,
biphenyls, flammable explosives or radioactive materials.
4.5 SELLER has full -power and authority to enter into this Agreement and to
assume and perform itsobligations hereunder.
R
4.6 SELLER warrants that it will not between the date of this Agreement and
the closing, without PURCHASERS prior written consent, create by its consent any encumbrances
on the Property. For purposes of this provision the term "encumbrances" shall mean any liens,
claims, options, or other encumbrances, encroachments, rights-of-way, leases.
4.7 All of the representations, warranties, and covenants or SELLER contained
in this Agreement or in any other document, delivered to PURCHASER in connection with the
transaction contemplated herein shall be true and correct in all material respects and not in default at
the time of closing, just as though they were made at such time.
5. EVIDENCE
5.1 Title to Q the Property. SELLER shall convey to PURCHASER at closing, by
delivery of a Special Warranty Deed, the subject Property, including all easements and restrictions of
record with the exception of the encroachment(s), if any. PURCHASER shall, during the Inspection
Period, secure a title insurance commitment issued by a title insurance underwriter approved and for
the subject Property insuring PURCHASER'S title to the Property. The costs and expenses relative to
the issuance of a title commitment and an owner's title policy shall be home by the PURCHASER.
PURCHASER shall have ten (10) days from the date of receiving said commitment
to examine the title commitment If PURCHASER objects to any exception to title as shown in the
title commitment, PURCHASER shall within then (10) days of receipt of said commitment, notify
SELLER in writing specifying the specific exceptioa(s) to which it objects. Any objection(s) of
which PURCHASER has so notified SELLER, and which SELLER chooses to cure, may be cured by
SELLER so as to enable the removal of said objection(s) from the title commitment within ten (10)'
days after PURCHASER has provided notice to SELLER. Within ten (10) days after the expiration
ofSELLERIS time to cure any objection, SELLER shall send to PURCHASER a notice in writing -(a
"cure notice") stating either (1) that the objection has been cured and in such case enclosing evidence
of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such objection
other than as set forth herein. If SELLER shall be unable or unwilling, to cure all objections within
the time period set forth in the preceding sentence, then, PURCHASER may (a) terminate this
Agreement by written notice to the SELLER within ten (10) days after receipt of a cure notice
specifying an uncured objection, in which event all instruments and monies held by the Escrow
Agent, together with interest thereon, shall be immediately returned to PURCHASER; or (b) subject
to the provisions set forth below, proceed to close the transaction contemplated herein despite the
uncured objection.
5.2. Survey and LMW Description. During the Inspection Period, PURCHASER
shall order: (i) a true, complete and reproducible tracing of a current survey map (current is defined
to be certified within twenty (20) days of the date of the Agreement), prepared by a registered land
surveyor or engineer.licensed in the State of Florida showing the boundaries of the Property, and the
location of any easements and other matters as reflected on Schedule B 11 of the tide commitment
thereon and certifying the number of acres (to the nearest one thousandth acre) of land oontaked in
the Property, all buildings, improvements and encroachments; and (ii) a correct legal description of
the Property which, upon approval thereof by PURCHASER and SELLER, (not to be unreasonably
withheld), shall be the legal description used in the deed of conveyance. The survey and legal
description shall be prepared and certified by a surveyor licensed and registered in the State of
Florida and shall comply with the requirements of the survey map established in connection with the
issuance of an owner's title insurance policy on the Property. The survey shall be certified to
PURCHASER and the title insurance company issuing the title insurance.
In the event the survey shows any material encroachments, strips, gores, or any
portion of the land non-contiguous to any other portion of the Property or any other matter materially
affecting the intended use of the Property or marketability of title to the Property (any such matter is
herein called a "survey objection" and treated as a title defect), PURCHASER shall have a period of
thirty (3 0) days after receipt of the survey by PURCHASER within which to approve or disapprove
any survey objection and to give notice to SELLER of any disapproval thereof indicating in
reasonable detail the nature and reasons for PURCHASER'S objection. PURCHASER agrees that it
will not arbitrarily or unreasonably withhold its approval of any such survey objection and that
PURCHASER will attempt to approve any such survey objection which does not affect the
marketability of title or materially interfere with PURCHASERS use, of the Property. In the event
PURCHASER provides a notice of disapproval of a survey objection to SELLER, the rights and
obligations of the parties respecting such survey objections shall be governed by Section 5.1 hereof
such that the parties shall have the same rights and objections as though such survey objection
objected to was a new exception to title which was discovered and objected to within the
contemplation of Section 5.1.
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6.0 RISK OF LOSS.
6.1 Risk of loss or damage from fire, other casualty, or both, is assumed by
SELLER until the Special Warranty Deed described in Pmgxaph 5.1 hereof is delivered by SELLER
to PURCHASER. In the event any portion of the Property is destroyed, rendered unleaseable or
dysfunctional by fire or other casualty then the following shall apply:
(a) If the damage, as determined by the insurance adjuster, is not more
than $1,000-00: (i) PURCHASER shall complete settlement and Q insurance proceeds relating to
the improvements, damaged by such casualty loss- shall be paid to the PURCHASER, and (b)
SELLER shall pay to PURCHASER on the date of closing the M amount of any deductible under
SELLER'S fire and extended coverage insurance policy applicable to said darnage;
(b) If the damage, as determined by the insurance adjuster, is more than
One Thousand ($1,000.00) I)OLLARS, PURCHASER shall have the option to (i) complete the
settlement hereunder and collect all available insurance proceeds relating to the improvements
damaged by such casualty loss, in which ease SELLER shall pay to PURCHASER on the date of
closing the full amount of any deductible under SELLER'S fire and extended coverage insurance
policy, or (ii) terminate this Agreement and receive a refund of entire deposit and interest SELLER
warrants that it shall maintain until the date of the closing adequate "All Risk" property insurance;
and:
7. TRANSFER QE TITLE SUBJECT TO. Except as otherwise set forth, the
Property shall be conveyed subject only to those exceptions as set forth in paragraphs 2.3, 5.1 and 5.2
and to:
(a) Water lines„ sanitary sewer, drainages gas distribution,, electrical and
telephone casements of record provided that they are used to service the Property and provided that
the buildings and other improvements, including but not limited to the Property, are not on the
easements.
(b) Unpaid certified assessments payable after the date of the transfer of title.
(c) It shall be the sole and exclusive responsibility of the PURCHASER to
relocate any utilities and any such relocation costs and. expenses shall be borne by the PURCHASER.
(d) PURCHASER shall, in the event of-any relocation of the utilities, provide to
8
the CITY or appropriate service provider easements for the relocated utilities.
8. ADJUSTMENTS AT CLOSING. The following are to be apportioned pro-rata to
the date of closing.
All utilities, security deposits; rental payments, electric, non-delinquent taxes and
assessments (real property, and personal property) computed on a fiscal year basis, and water and
sewer charges, if applicable.
In the event flA following the Closing, the actual amount of assessed real property
tax on the Property, for the current year is higher than any estimate of such tax used for purposes of
the CIOS'M& the parties shall re-prorate any amounts paid or credited based on such estimate as if paid
in November. This shall survive the Closing.
9. CLOSING DATE
4 AND PLACE. The closing shall occur no later than sixty (60)
days subsequent to the Effective Date at the offices of the SELLER's attorney located at 76 N.E. 5"
Avenue, Delray Beach, Florida 33463.
10. D EFAULT. If the PURCHASER shall W or refuse to consummate the transaction
in accordance with the tam and provisions of this Agreement, all monies on deposit and interest
earned on the deposit shall be immediately forfeited to SELLER as agreed upon liquidated damages
and PURCHASER shall have no other responsibility or liability of any kind to SELLER by virtue of
such default SELLEWS sole and entire remedy shall be restricted to retention of the deposit plus. all
accrued interest.
In the event of a default by SELLER, PURCHASER shall be entitled to a return of the
earnest money, and accrued interest as liquidated damages as its sole and exclusive remedy.
It. BROKER. SELLER and PURCHASER each represent to the. other that they have
not dealt with any real estate broker, real estate salesman or finder in conjunction with this
transaction who is entitled to a fee or brokerage commission in accordance with Florida law.
12. COSTS. Upon closing, PURCHASER shall be responsible for the costs and
expenses related to obtainment of title insurance and the costs and expense related to the survey. All
expenses incurred which shall include documentary stamps to be affixed to the deed and the
recording of the deed shall be borne by SELLER. PURCHASER, at its own expense, may conduct
and obtain an Environmental Phase I and Phase Z if so mandate by the Phase L of the Property. All
E,
costs and expenses related to financing the acquisition and development of the Property shall be
borne by PURCHASER.
13. PURCHASEWS WARRANTIES. PURCHASER hereby acknowledges and
wan-ants to the best of its knowledge that all of the following are true and correct and all :shall survive
the closing:
13.1 PURCHASER has full power and authority to enter into this Agreement and
to assume and perform all of its obligations hereunder.
13.2 The execution and delivery of this Agreement and the performance by
PURCHASER of the obligations hereunder have been duly authorized by the PURCHASER as may
be required, and no further action or approval is required in order to constitute this Agreement as a
binding obligation of the PURCHASER.
13.3 The execution and delivery of this Agreement and the consummation of the
bmwetion contemplated hereunder on the part of the PURCHASER do not and will not violate the
organizational documents of PURCHASER'S general partner or any partnership agreement of the
PURCHASER, do not and will not conflict with or result in the breach of any condition or provision,
or constitute a default under, or result in the creation or imposition of any lien, charge. or
encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement, indenture,
instrument or judgment to which the purchaser is a party.
All of the representations, warranties and covenants or PURCHASER contained in
this Agreement or in any other document delivered to SELLER in connection with the transaction
contemplated herein shall be true and correct in all material respects and not in default at the time of
closing, just as though they were made at such time.
14. ENFORCEABILITY. If any provision in this Agreement shall be held to be
excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent
compatible with applicable law. If any provision in this Agreement shall,, notwitlistanding, the
preceding sentence, be held illegal or unenforceable, such. illegality or unenforceability shall not
affect any other provision of this agreement.
15. NO hER.GER. All prior understandings and agreements between SELLER and
PURCHASER are merged in this Agreement. This Agreement completely expresses their full,
10
16. CONDMONS L RECEDENT TO CLOSING. The parties shall exert diligent effort
_
to satisfy the following conditions precedent to closing:
16.1 Simultaneously with the closing of the transaction contemplated he-min the
execution and delivery of a permanent easement from the PURCHASER to the SELLER allowing the
Seller and the General. Public at large utilize the easement area (consisting of the Purchaser's NW 5h
Avenue parking lot) for public purposes including parking Monday through Saturday of every week.
The easement shall specifically allow the SELLER to install lighting, make improvements, with the
approval of the PURCHASER, install signage and maintain the easement area in good condition.
IT NO LIABILITY. Unless this Agreement is properly executed by both parties within
the specified time period, neither party shall be obligated. to perform the covenants herein contained.
places:
18. NOT CE. All written notices shall be deemed effective if sent to the following
SELLER. Delray Beach Community Redevelopment Agency
20 North Swinton Avenue
Delray Beach, Florida 33444
Attn: Diane Colonna, Executive Director
With Copy to: Donald I Doody, Esquire
GOREM CHEROF, DOODY & MOL, P.A.
76 NE Fifth Avenue
Delray Beach, Florida 33.483
Telephone: (954) 771-4500
Fax: (954) 7714923
PURCHASER: Mt Olive Baptist Church of Delray Beach
40 N. 4" Avenue
Delray Bea* FL 33444-2626
With a Copy to:
Telephone. (561)
Fax: (561)
11
ESCROW AGENT: Donald 1. Doody, Esquire
GOREN, CEEROF, DOODY & EZROL, P.A.
76 NE Fifth Avenue
Delray Beach, Florida 33483
Telephone: (954) 771-4500
Fax: (954) 771-4923
19. EFFECTIVE DATE. This Agreement shall be deemed effective as of the last date
that the document is executed by either all ofthe parties and the Escrow Agent.
Florida.
20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
21. NO ORAL CHANGE. This Agreement may not be changed or amended orally.
'j.
22. SUCCESSORS. This Agreement shall apply to and bind the distributors, executors,
administrators, successors and assigns of SELLER and PURCHASER.
23. QQjjMERP A& TS: This Agreement may be executed in two or more counterparts,
-
each of which shall be and shall be taken to be an original and all collectively deemed one
instrument. The parties hereto agree that a facsimile copy hereof and any signatures hereon shall be
considered for all,purposes as originals
24. RADON GAS Radon is a naturally occurring radioactive gas that when it has
accumulated in a building in, sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained from
your county health unit.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
indicated below:
SELLER:
Delray Beach Community Redevelopment
Agency
By: _
Title:
12
PURCHASER:
Mt Olive Baptist Church of Delray Beach,
Title:
m
ESCROW AGENT:
Q*V,:EN,QVRDZ 00DY&EZOL,
By: —
Title:
13
Date:
Date:
Exhibit A
429 NW If Street — Legal Description:
The East 84 feet 6 inches of Lot 8, Block 27, Town of Linton (now Delray
Beach), as Recorded in Plat Book 1, Page 3 of the Public Records of Palm
Beach County, Florida
David Harden
City Manager
100 NW I Avenue
Delray Beach FL 33444
RE: CRA Sale of Property at 429 NW I't Street to Mt. Olive Missionary Baptist Church
Is - Flma
In June of 2000 the CRA purchased a blighted duplex at 429 NW 16t Street for $79,000. The
original intended use of the property was to develop it as a 12-space public parking lot, and
the structure was demolished shortly thereafter. The opportunity subsequently arose to
utilize the property in conjunction with the Atlantic Grove project, and in 2003 the CRA issued
a Request for Proposals (RFP) to sell the lot. One response was received—a joint submittal
from Mt. Olive Missionary Baptist Church and Atlantic Grove Partners. The proposal involved
the sale of property that Mt. Olive owned on NW 4th Avenue to Atlantic Grove Partners for the
construction of additional townhouses. That sale was contingent upon the church obtaining
the CRA's lot for potential future use as a day care center. A contract for the sale of the NW
1 st Street property to the church was negotiated and approved by the CRA board on October
9, 2003. At that time the CRA's property appraised for $124,000. The contract stipulated a
proposed purchase price of $1,000 plus the granting of a perpetual easement to the public for
parking on Mt. Olive's 35-space parking lot on NW 5u' Avenue. Through this transaction
additional public parking would be made available to businesses in the area, Mt. Olive would
obtain property it needed for future facilities, and Atlantic Grove would acquire land to build
additional residential units. However, Mt. Olive ultimately backed out of its deal with Atlantic
Grove Partners and the contracts did not dose.
Litigation ensued which was recently resolved in Atlantic Grove's favor. Mt. Olive is
proceeding with the sale of its vacant lot on NW 4th Avenue to Atlantic Grove, and the CRA
has re-activated its agreement to sell the 429 NW VA Street lot to the church under the
previously negotiated terms ($1,000 plus the perpetual easement for use of the parking on
NW 5th Avenue). The CRA had its lot re-appraised, and it is valued at $130,000.
The easement agreement will allow the CRA to open up access to Mt. Olive's parking lot from
!!NW 5"' Avenue, and will allow public parking on the site from Monday through Saturday. The
lot is located immediately across the street from the CRA's property at 82 NW 5r' Avenue,
which is under contract to be developed as offices for the Delray Beach Housing Authority.
There is a need in the area for additional public parking, and the CRA would save money by
not having to improve the lot on NW 1"t Street. The City's Engineering Division recently
estimated the cost of constructing a parking lot at $4,800 per space (including paving,
landscaping, irrigation and drainage). Based on that figure the CRA would have to spend
20 Norfh Swinton Avenue i. Delray Beach, florldo 33444 . Phone: 5611276-8640 - fox: 561/276-8558 * www.delray(to.org
approximately $57,600 to install twelve (12) spaces on the NW V* Street lot. The Mt. Olive
parking lot is already improved, and contains almost three times the number of spaces. The
current charge for in-lieu parking spaces in the West Atlantic Avenue overlay district is $4000
per space. Based on that value alone the Mt. Olive lot would be worth $140,000.
Pursuant to Florida Statutes 163.380(2) regarding the CRA's disposition of real property, the
property shall be sold, [eased, otherwise transferred, or retained at a value determined to be
in the public interest for uses in accordance with the community redevelopment plan and in
accordance with such reasonable disposal procedures as the City and CRA may prescribe. In
determining the value of real property as being in the public interest for uses in accordance
with the community redevelopment plan, the City and CRA shall take into account and give
consideration to the long -term benefits to be achieved even if there are short term losses or
costs incurred in the disposal of the property. Consideration shall also be given to the
objectives of the redevelopment plan for the prevention of a recurrence of slum or blighted
areas. In the event the value of such real property being disposed of is for less than the fair
value, such disposition shall require the approval of the governing body, which approval may
only be given following a duly noticed public hearing.
The statute refers to 'fair value' as opposed to "appraised value" and in our opinion (and
based upon a comparison of the value of the easement allowing the use of Mt. Olive's
parking spaces to our vacant lot), the perpetual easement over an improved parking lot is
sufficient to compensate for the appraised value of the CMs property. At this time we
would like to place the CRAs contract with Mt. Olive on the City Commission agenda for a
public hearing and determination that the easement and $1,000.00 constitutes fair market
value for the lot. A copy of the current purchase and sale agreement is attached.
Your consideration of this request is very much appreciated. If you have any questions or
require additional information please let me know.
Sincerely,
Diane Colonna
CRA Executive Director
c: Chevelle Nubin, City Clerk
Susan Ruby, City Attorney
David Tolces, CRA Attorney
" )6 Ck-�n
6A Boca Raton News - Tuesday - Wednesday, December 23 -24, 2008 • www,BocaNews.com
CITY OF DELRAY BEACH,FLORIDA
NDTICE OF PUBLIC HEARING
A PUBLIC HEARING will be held on
the following proposed resolution at 'i,
7:00 p.m. on TUESDAY, JANUARY 6,
2009 for at any continuation of such
meeting which is set by the
Commission), in the City Commisson
Chambers, 100 NVV Is! Avenue, Deb,.
ray Beach, Fiance, at which 6me the
City Commission will consider its
adoption. The proposed resolution
may be inspected at the Office at the
City Clerk at City Hall, 100 N.W. tst'..
Avenue, Delray Beach, Florida, be-
tween the hours of 8:00 a.m, and 5:0
Ism., Monday through Friday, except
holidays. All interested parties are in-
vited to attend and be heard with re-
spect to the proposed resolution.
RESOLUTION NO .2 -09
A RESOLUTION OF THE CITY COM-
MISSION OF THE CITY OF DELRAY'
BEACH, FLORIDA, AUTHORIZING
THE DELRAY BEACH COMMUNITY,
REDEVELOPMENT AGENCY (CRA)
TO SELL CRA PROPERTY LOCATE
ED AT 429 N.W. 1ST STREET TO
MOUNT OLIVE MISSIONARY BAP-
TIST CHURCH OF DELRAY BEACH'..
FOR ONE THOUSAND DOLLARS
(St,000.00) WITH THE CRA RE-
CEIVING A PERPETUAL PARKING
EASEMENT OVER MOUNT OLIVE
MISSIONARY BAPTIST CHURCH'S'.
THIRTY-FIVE (35) SPACE PARKING
LOT LOCATED ON N.W. 5TH AVE.
NUE SETTING A PUBLIC HEARING
AT CITY HALL, 100 N.W. tST AVE-
NUE, DELRAY BEACH, FLORIDA'
FOR 7:00 P.M. ON JANUARY 6,
2009, PURSUANT TO FLA. STAT
163.380(2).
Please be advised the; it a person deg
cides to appeal any decision made by
the City Commission will, respect la
any matter considered at these hear-
ings, such person may need In ensure
that a verbatim record includes the
testimony and evidence upon which
the appeal is to be based. The Ci'.y
does not provide nor prepare such
recordprrsuantta ES.266.0105. '..
CITY OF DELRAY BEACH
Cttrvele a Nubin, CMC
Coy Clerk ''...,.
Publish: Tuesday, December 23, 200B
Baca RaionlDelray Beach News j