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Res 37-10;, ,,~ [IT4 OF DELR114 BEiI[H I~IhIIIIINIINIU~IIINIIIUI~NIIIVIIIIIIIII! DELRAY BEACH All-America City I O 1993 ~~~, ~~ ~z .._ _ ~~ .~ O] r,~. • DELRAY BEACH. FLORIDA 334 ?'~ ~- ~3 CJ ~ r- -1 m ~~, ~s~ a ~~ ~~ ~ ~~ CERTIFICATION ~, r- m ~ ~~ ~ m ~7 r~ I, CHEVELLE D. NUBIN, City Clerk of the City of Delray Beach, do hereby ~ certify that the attached document is a true and correct copy of Resolution No. 37-10 as the same was passed by the Delray Beach City Commission in regular session on the 3rd of August 2010. '~' z_ IN WITNESS WHEREOF, I have hereunto set my hand and the official ~, seal of the City of Delray Beach, Florida, on this the 3rd day of September, 2010. -~ h..- h ~t ~\ ~Y ~. \ v~ rJi na Chevelle D. Nubin, CMC City Clerk .i~ City of Delray Beach, Florida ~~~ (SEAS) JERVICE PERFORMANCE ,., ~~~ '..~. ~.~ r~ Q7 tt3 ~~ INNOVATIVE I EAMWORk RESOLUTION NO. 37-10 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO ACQUIRE 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 FROM THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, SELLER, AND THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to buy certain property located at 2 SW 5~' Avenue, Delray Beach, Florida; and . WHEREAS, the Delray Beach Community Redevelopment Agency hereinafter desires to sell the property hereinafter described; and WHEREAS, 'it is in the best interest of the City of Delray Beach., Florida, to purchase said property far municipal purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DEFRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees to acquire the property described herein from the Seller, for the purchase price of Ten Dollars ($10.00), and other good and valuable consideration; said parcel being more particularly described as follows: The North 110 feet of Block 21, less the West 175 feet, less the North 20 feet of Right-of-way, of TOWN OF LINTON (now DELRAY}, according to the Plat thereof as Recorded In Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida excluding the additional right of way thereof as recorded in Plat Book 23474, Page 0201 of the Public Records of Palm Beach County, Florida. Section 2. That the terms and conditions contained in the Contract for Sale and Purchase and Addendum between the City of Delray Beach, Florida, and the eller as hereinabove named are incorporated herein as Exhibit "A". PASSED AND ADOPTED in regular session on the ~ day of~ , 2010. ~' MAYOR Attest: ~\ ~ \ ~~ City Clerk ~) \v INTERLOCAL AGREEMENT BETWEEN THE CITY OF DELRAY BEACH AND THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY THIS INTERLOCAL AGREEMENT is made this ~ day of 2010 by and between the CITY OF DELRAY BEACH, a Florida municipal corporation ("City") and the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ("CRA"), a body corporate and politic, as authorized pursuant to Chapter 163, Florida Statutes. WITNESSETH: WHEREAS, the CRA owns the property described in Exhibit "A", which is located at 2 SW 5t" Avenue, Delray Beach, Florida (the "Property"); and WHEREAS, the CRA has undertaken improvements to the Property, in order to create a public plaza; and WHEREAS, at this time, the CRA agrees to convey to the City, and the City agrees to accept from the CRA, the Property with all improvements placed on the Property; and WHEREAS, pursuant to this Agreement, the CRA and the City agree that the CRA shall transfer ownership of the property to the City, and the City has agreed to accept the transfer of the properties in "As Is" condition and will maintain the property in perpetuity. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: 1. Recitations. The recitations set forth above are hereby incorporated by reference as if fully set forth herein. 2. Conveyance of Property. The CRA shall convey the property located at 2 SW 5th Avenue, Delray Beach, Florida, as more fully described in Exhibit "A", which is attached hereto and incorporated herein by reference, to the City, in consideration of the payment of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, the receipt of which is hereby acknowledged. 3. The CRA shall convey the Property to the City by special warranty deed. The closing shall occur no later than forty-five (45) days from the execution of this Agreement by the City. The City shall be responsible for the payment of any and all recording fees associated with the recording of the special warranty deed in the public records of Palm Beach County, Florida. 4. Real Property Sold As Is, Where Is: In consideration of the mutual promises and consideration set forth herein, the CRA conveys and the City accepts all property covered by this agreement, "AS IS". The City understands that no warranty of any type, express or implied, including warranty of merchantability, exists other than warranty of marketability, of title as set forth in the special warranty deed to be delivered to the City. The City shall not make any claim against CRA or CRA'S agents, employees or Director, for any defects, known or unknown to the City, which may exist or be discovered by the City or of which the City is aware as of the date of this contract. The City has fully inspected the Property or had the opportunity to inspect the Property to The City's satisfaction prior to signing this agreement, and has not relied upon any statement of CRA involved in this transaction. The City understands that no warranty exists other than that express warranty from Ocean Gate General Contractors that is hereby assigned by the CRA to the City. A copy of the relevant warranty provisions from the Agreement between the CRA and the Ocean Gate General Contractors, dated November 12, 2009, is attached hereto and incorporated herein by reference. 5. City shall not make any claim against CRA or CRA's agents, including the broker, for any defects, known or unknown to City, termite or other damages, which may exist or be discovered by City or of which City is aware as of the date of this contract. City has fully inspected the Property, both real and personal, to City's satisfaction prior to signing this Agreement, and has not relied upon any statement of CRA or its officers, employees or agent. 6. Following the conveyance of the Property to the City, the City shall allow the CRA to install a public art component on the east side of the Property, at a location to be mutually agreed upon by the parties. The CRA shall be responsible for the payment of all costs associated with the installation of the public art component, which shall be pursuant to an Agreement entered into between the CRA and the selected artist. The installation of the public art component shall be in conformance with all applicable City Codes and Regulations. This paragraph shall survive the closing on the conveyance of the Property to the City. 7. Restriction on Use. In consideration of the conveyance of the improved properties by the CRA to the City, the City agrees to restrict the use of the Property to public uses, including, but not limited to a public plaza for the general public. In the event the City determines that the Property should no longer be used as a public plaza or for other public use, the City shall provide the CRA with written notice of its intent to discontinue the public use, and provide the CRA with thirty (30) days to comment on the proposed change in use, and make any suggestions regarding the City's intended change in use. The provisions of this Paragraph shall survive the conveyance of the Special Warranty Deed to the City. 8. Interlocal Agreement. This Interlocal Agreement shall be filed pursuant to the requirements pursuant to Section 163.01(11), Florida Statutes. 3 9. Final Agreement; Modification. No prior or present agreements or representations with regard to any subject matter contained within this agreement shall be binding on any party unless included expressly in this agreement. Any modification of this agreement shall be in writing and executed by the parties. 10. Funding by the CRA. The CRA shall retain the right to fund the installation of the public art component on the east side of the property and select the artist to fabricate and install the public art component, in accordance with applicable City Ordinances. 11. Severability. The invalidity of any portion, article, paragraph, provision, clause, or any portion thereof contained within this Agreement shall have no force or effect upon the validity of any other portion hereof. 12. Laws; Venue. This Agreement shall be governed by and in accordance with the Laws of Florida. Venue for any action arising from this agreement shall be in Palm Beach County, Florida. 13. Signatures Required. This Agreement shall not be valid until signed by the Mayor and City Clerk. ATTEST: CITY O~ City Clerk Nelson S. A proved as to Form: 'City Attorney LRAY ie" McDuffj~ 4 STATE OF FLORIDA COUNTY OF PALM BEACH f } The foregoing instrument was acknowledged before me this ~ day of 2010 by Nelson S. "Woodie" McDuffie as Mayor of City of Delray Beach, Florida, on behalf of the City. H_e/She is personally known to me or has r d c d (type of identification) as i entification. 4~,, p~e(~~~' LANELDA D. 6ASKINS ¢ ; Notary Public -State of Florida ~ ~ ' = My Comm. Explres Jun S, 2013 '=;~ P`,= Commission #r DD 495905 na re of Notary Public ~''~O ~~ ~~~, Bonded Through National Notary Assn. DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: How rd Lewis Title: Chair STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this ~rl, day of ~~, ~ 2010 by Howard Lewis as Chair of Delray Beach Community Redevel pment Agency, on behalf of the Agency. He is personally known to me or has produced (type of identification) as identification. S' ature of Notary Public ~~~~ JEAN MOOREFIEID ~ oirAY p~~•,~~~ i ~c, ; Na1uy Public • State of Florida •° My Comm. Expires Jun 22.2013 :~, ~~ Commission +e DD 86a701 ''' „°;;; •``~ 8011014 Through National gotary Assn. Witnesses: EXHIBIT "A" West Atlantic Avenue Public Plaza Palm Beach County ppraiser Property Control No. Address Legal Description 12-43-46-16-01-021-0140 2 SW 5`h Avenue The North 110 feet of Block 21, less the West 175 feet, less the North 20 feet of Right-of-way, of TOWN OF LINTON (now DELRAY), according to the Plat thereof as Recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida excluding the additional right of way thereof as recorded in Plat Book 23474, Page 0201 of the Public Records of Palm Beach County, Florida. INTERLOCAL AGREEMENT BETWEEN THE CITY OF DELRAY BEACH AND THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY THIS INTERLQCAL AGREEMENT is made this ~ day of 2010 by and between the CITY OF DELRAY BEACH, a Florida municipal corporation ("City"} and the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY ("CRA"}, a body corporate and politic, as authorized pursuant to Chapter 163, Florida Statutes. WITNESSETH: WHEREAS, the CRA owns the property described in Exhibit "A", which is located at 2 SW 6cn Avenue, Delray Beach, Florida (the "Property"}; and WHEREAS, the CRA has undertaken improvements to the Property, in order to create a public plaza; and WHEREAS, at this time, the CRA agrees to convey to the City, and the City agrees to accept from the CRA, the Property with all improvements placed on the Property; and WHEREAS, pursuant to this Agreement, the CRA and the City agree that the CRA shall transfer ownership of the property to the City, and the City has agreed to accept the transfer of the properties in "As Is" condition and will maintain the property in perpetuity. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: '! . Recitations. The recitations set forth above are hereby incorporated by reference as if fully set forth herein. 2. Come ance of Pro ert . The CRA shall convey the property located at 2 SW 5th Avenue, Delray Beach, Florida, as more fully described in Exhibit "A", which is attached hereto and incorporated herein by reference, to the City, in consideration of the payment of Ten and O©1100 Dollars ($'IQ.a0), and other good and valuable consideration, the receipt of which is hereby acknowledged. 3. The CRA shall convey the Property to the City by special warranty deed. The closing shall occur no later than forty-five (45) days from the execution of #his Agreement by the City. The Ci#y shall be responsible far the payment of any and al[ recording fees associated with the recording of the special warranty deed in the public records of Palm Beach County, Florida. 4. Real Property Sold As !s, Where Is: In consideration ofi the mutual promises and consideration set forth herein, the CRA conveys and the City accepts all property covered by this agreement, "AS IS". The City understands that no warranty of any type, express or implied, including warranty of merchantability, exists other than warranty of marketability, of title as set forth in the special warranty deed to be delivered to the City. The City shall not make arty claim ;against CRA or CRA'S agents, employees or Director, for any defects, known or unknown to the City, which may exist or be discovered by the City or of which the City is aware as of the date of this contract. The City has fully inspected the Property or had the opportunity to inspect the Property to The City's satisfaction prior to signing this agreement, and has not relied upon any statement of CRA involved in this transaction. The City understands that no warranty exists other than that express warranty from Ocean Gate General Contractors that is hereby assigned by the CRA to the City, A copy of the relevant warranty provisions from the Agreement between the CRA and the Ocean Gate General Contractors, dated November 12, zaa9, is attached hereto and incorporated herein by reference. 5. Gity shall not make any claim against CRA or CRA's agents, including the broker, for any defects, known or unknown to City, termite or other damages, which may exist or be discovered by City or of which City is aware as of z the date of this contract. City has fully inspected the Property, both real and personal, to City's satisfaction prior to signing this Agreement, and has not relied upon any statement of CRA ar its officers, employees or agent. 6, Following the conveyance of the Property to the City, the City shall allow the CRA to install a public art component on the east side of the Property, at a location to be mutually agreed upon by the parties. The CRA shall be responsible far the payment of all costs associated with the installation of the public art component, which shall be pursuant to an Agreement entered into between the CRA and the selected artist. The installation of the public art component shall be in conformance with all applicable City Codes and Regulations. This paragraph shall survive the closing on the conveyance of the Property to the City. 7. Restriction ors Use. in consideration of the conveyance of the improved properties by the CRA tv the City, the City agrees to restrict the use of the Property to public uses, including, but not limited to a public plaza for the general public. In the event the City determines that the Property should no longer be used as a public plaza or for other public use, the City shall provide the CRA with written notice of its intent to discontinue the public use, and provide the CRA with Thirty (30) days to comment on the proposed change in use, and make any suggestions regarding the City"s intended change in use. The provisions of this Paragraph shall survive the conveyance of the Special Warranty Deed to the City. 8. Interlocal A reement. This Interlocal Agreement shall be filed pursuant to the requirements pursuant to Section 163.Q1(11), Florida Statutes. 3 9. Final_ Agreement; Modification. No prior or present agreements or representations with regard to any subject matter contained within this agreement shall be binding on any party unless included expressly in this agreement. Any modification of this agreement shall be in writing and executed by the parties. 10. Fundin b fhe CRA. The CRA shall retain the right to fund the installation of the public art component on the east side of the property and select the artist to #abricate and install the public art component, in accordance with applicable City Ordinances. 11. Se~erability. The invalidity of any portion, article, paragraph, provision, clause, or any portion thereo# contained within this Agreement shall have no force ar effect upon the validity of any other portion hereof. 12. Laws: Venue. .This Agreement shall be governed, by and in accordance with the Laws of Florida. Venue for any action arising from this agreement shall be in Palm Beach County, Florida. 13. Signatures Required. This Agreement shall not be valid until signed by the Mayor and City Clerk. ATTEST: ~~:~~ CITY OF'1 By~ City Clerl< Nelson S. A proved as to Form: 'City Attorney LRAY BEACH, RIDA >~ ~~ loodi~" McDuff' avor 4 STATE OF FLORIDA COUNTY OF PALM BEACH ~) The foregoing instrument was acknowledged before me this ~ day of 2010 by Nelson S. "Woadie" McDuffie as Mayor of City of Delray Beac ;Florida, an behalf of the City. H_e/She is personally known to me or has r d c d (type of identification) as ~ entificatian. yN~~y p+4~ LANELbA D. GASKINS trA L~'y ;'~ ~ ~ Notary Public - Stata of Florida ' : ~: e>aty Comm. Expires Jun s, 2013 ~" (~ _;~ ~T= commission ~ an as5so5 ~ na re of Notary Public •'•e~°; ; ~~`~ Banded Through Nallanal Notary Assn. DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY By: ~.~ Print Name: How rd Lewis Title: Chair STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of '~~-~- , 2010 by Howard Lewis as Chair of Delray Beach Community Redevel pment Agency, on behalf of the Agency or has produced identification. He is ersonall known to me (type of identification) as S' afore of Notary Public ~~~ ~~~t~~Y Py~+i~ JEAN 1MDDREFIEtD °'`~ °~;=~ N~aty Pu4flc • Stata of Fladda it - •~ ray Comm. Expires dun z2, 208 z• Commisaion # o~ asa7at -.'~ ' a~;ft~ ~ Boadad Through National ltoiaty Assn. Witnesses: EXHIBIT "A" West Atlantic Avenue Public plaza Palm Beach County Appraiser Property Control N o. Address Legal Description 12-43-46-16-01-021-0140 2 SW 5t Avenue The North 110 feet of Block 21, less the West 175 feet, less tfie North 20 fee# of Right-of way, of TOWN OF LiNTON (now DELRAY), according to the Plat thereof as Recorded in Plat Book 1, Page 3 of the Public Records of Palm Beach County, Florida excluding the additional right of way thereof as recorded in Plat Book 23474, Page 0201 of the Public Records of Palm Beach Caunty, Florida. Page 1 of 1 ;G~ 1 MEMORANDUM TO: Mayor and City Commissioners FROM: R. Brian Shutt, City Attorney DATE: July 27, 2010 SUBJECT: AGENDA ITEM_10.F. -REGULAR COMMISSION MEETING OF AUGUST 3, 2010 RESOLUTION N0.37-101CONTRACT FOR SALE AND PURCHASE/2 S.W. 5TH AVENUE ITEM BEFORE COMMISSION Approval of Resolution 37-10, which adopts and includes the Contract for Sale and Purchase between the City and the CRA for the transfer of the West Atlantic Avenue public plaza and approval of the Interlocal Agreement between the parties. BACKGROUND Resolution No. 37-10 which adopts and includes the Contract for Sale and Purchase between the City and the CRA, in the amount of $10.00, for purchase of the West Atlantic Avenue Public Plaza {2 SW 5~' Avenue). Once the property is purchased by the City, the City shall have alI future maintenance responsibilities regarding the park, however, the CRA retains the right to fund and select the artist to fabricate an art component for the park. These requirements are set forth in the Interlocal Agreement between the City and the CRA; the Interlocal Agreement is a sub-item to this agenda item. RECOMMENDATION Staff recommends approval of Resolution 37-10 and the Interlocal Agreement. http://miweb001/AgendasBluesheet. aspx?ItemID-3560&MeetinglD=266 9/8/2010 RESOLUTION N0. 37-10 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO ACQUIRE CERTAIN REAL PROPERTY !N PALM BEACH COUNTY, FLORIDA, AS DESCRIBED HEREIN, HEREBY INCORPORATING AND ACCEPTING THE CONTRACT STATING THE TERMS AND CONDITIONS FOR THE SALE AND PURCHASE FROM THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, SELLER, AND THE CITY OF DELRAY BEACH, FLfJRIDA. WHEREAS, the City of Defray Beach, Florida, wishes to buy certain property located at 2 SW 5~' Avenue, Delray Beach, Florida; and WHEREAS, the Delray Beach Community Redevelopment Agency hereinafter desires to sell the property hereinafter described; and WHEREAS, it is in the best interest of the Gity of Delray Beach, Florida, to purchase said property for municipal purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 01= DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. Tha# the Gity Commission of the City of Delray Beach,. Flarida, as Buyer; hereby agrees to acquire the property described herein from the Seller, for the purchase price of Ten Dogars ($10.00), and other good and valuable consideration; said parcel being more particularly described as follows: The North 110 feet of Block 21, less the West 175 feet, less the North 20 feet of Right-of--way, of TOWN OF LiNTON (now DELRAY), according to the Plat thereof as Recorded in Plat Book 1, Page ~ of the Public Records of Palm Beach County, Florida excluding the additional right t~f way thereof as recorded in Plat Book 23474, Page 0201 of the Public Records of Palm Beach County, Florida. Section ~. That the terms and conditions con#ained in the Ca.ritract for Sale and Purchase and Addendum between the City of Delray Beach, Florida, and the Seller as hereinabove named are incorporated herein as Exhibit "A". PASSED AND ADOPTED in regular session nn the .day of , X010, MAYOR Attesf: City Clerk OONTRAGT FOR SAiL£ a'tND PURCHA3£ PARTIES: DELRAY 81`ACH COMMUNITY RfRDEVELO~'ME=NT AGENCY, of ~p North Swinton Avenue, Delray Beach, Finrida {Phone: 581 276-864p) ("Seileru), and the CITY Olv I~>=CRAY S~1CH, a I;lorida municipal carparatfon, of 100 N.W. First Avenue, Delray Beach, Florida 33444 (Phone: (561)243-705q) (``8uve~'), herby agree that the Seiler shall sell and Buyer shall buy the following descrlped Real Property and Personal Property {collectively " ra a "} upon the fallowing terms and conditions, which iNCLIJDE the Standards far Real Estate Transactions ("~ndar~ls)") on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Saie and Purchase ("C,~ar tract") 1!. DESCRIPTION: {a)Legal description of the Real Property located in bairn Beach County, Florida: See legal descripfiart attached hereto and made a.par# hereof as ~xhibif "A" PURCH.tISE PRIGE: $1p.pp H. TIME FOR ACCEPTANCE; EI=FECTNE DATE, 1=gC51Mll_E: if this Offer is not executed by and delivered to all parties OR FACT OF EXECUTION cammynicated in writing between the parties prior to such offer being withdrawn by the first party signing, this~affer will be withdrawn. Ttte date of Contract ("Effective Date")-wail be the date when the last one of the l~ttyer 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. III. TITLE I:V'Ib1=NCE: Prier to closing, Buyer rnay, at f3uyer's expense, obtain a title insurance commitment and, :after closing, an owner`s policy of title insurance. N. CLOSING ELATE: This transaction shall be closed and the deer} and other closing papers delivered within one hundred twenty {1211} calendar days following the execution of this Contract, uNess modifed by other provisions of Contract. V. RESTRICTIONS, EASEMENTS; LIMITATIONS: Buyer shall twice title subject to: comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by gavernr~ental authority; restrictions and matters appearing an the plat or otherwise camnion to the subdivision; and public utility easements of record. In the event the Buyer wishes to discontinue the public use of the property, it shall provide Seiler with 30 days written notice of Its intent to allow Seiler to comment on such change. This notice provision sh~,tl survive the closing, VI. OCCUPANCY; Selierwarrants there are no parties in occupancy otherttsan Seller; but If Property is intended to be rented or occupied beyond closing, the fact and terms thereof and fire tenant(s) or occupants shalt be disclosed pursuant to Standard F. Seller shall deliver occupancy of Properly to Buyer at time of closing unless otherwise stated herein, If occupancy is to be delivered before closing, Buyer assumes ail risk of loss to Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy anless otherwise stated herein. Vil. TYPEWRITTEN OR HANDWRITTEN t'ROVISIONS: Typewrytten or handwritten provisions, riders and addenda shall control ~al! printed provisions of this Contract in conflict with them. VIII. ASSIGNABILITY: (CHE=CIA QNi_Y QNE): Buyer (1 } _may assign and thereby be released from any further liability under this Contract; may assign but oat be released from liability under this Contract; or X may not assign this Contract. Page 1 of 6 SIaEC~AI. C~AUSLS; ADbENDA: 1f additional germs are to be pro~rided, attach addendum and CHECK MERE X . CITY OF QELI~AY BEACH QELRAYBF.ACHCOMMUNiTYRED~LOPMENT AGENCY By. ~ 13~: Tax Ip No. Tax {© N0. Page 2 of 8 ADDENbUM TO Ct~1NTRACT FDR SALE AND PURCHASE SELLER; DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY I~UYER: CITY OF DELRAY BEACH PROPERTY ADDRESS: See Exhibit "A" XI, SPECIAL, CLAUSES; ADDENDA tCantinued}: A. FDREIGN iNVESTMI=NT iN REAI. PROPERTY TAX ACT ~"FfRPTA"j: The parites sl~ail comply with the provisions of Internal Revenue Code Section 1445 and applicable Treasury Regulations issued thereunder, if the Se11er Is a t1_S. person for Internal Revenue Code Section 1446 purposes, then can demand of the Buyer and prior to closing the Selier shall provide the Buyer with a certificate of norl foreign status in the manner provided in Treasury. Regulations Section 1.1445-2. If the Seiler .provides the Buyer with such EsitlfiGate, and If file Buyer i5 Otherwt5e permitted to rely an SUCK Certificate lJnder those RegUlatian5, tale Buyer shah not withhold under Internal Revenue Code Section 1445. If the Seiler is a'foreign person' as defined by the internal Revenue Cade, the Buyer generally is required to withhold 10% of the gross safes price from the Seller at- closing and to pay the withheld amount overto the•internai Revenue Service (iRS} unless an applicable exemption from withholding ore fimitafion err the arrlount to be withheld is gvailal?Ie. To the extent that the c2tsh to be paid overto the Selier at closing is insufficient to cover the Buyer's withholding obligation, the Seller shall pravide'to the Buyer at closing cash equal to such excess far purposes of making such withho[ding payrnt~nt, 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 far reduced withholding and, if granted, the i3uyer 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 Seiler 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 otherresources if necessary) cash ec{ual to the maximum i-equlred withholding, with any excesswithholding bQing refundable to the Seller upon receipt of a favorable Luling from the IRS. Buyer and Seller understand that the IR5 requires the Buyer and the Seller to have a U.S. federal taxpayer identifio~tion number and to supply that number on the foregoing forms. A fereign individual tray acquire an International Taxpayer Identltiration Number for this purpose. Since it mey take severs! 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 lmrnediately. B. The Buyer shah have sixty {60}calendar days from effective date within which to conduct any and all feasibility studies and determinations relative to the suifability for the acquisition of file subject property by the Buyer and the Buyer reserves the express right to terminate this Contract at any time during said period for any reason or no reason, in Buyer's sole discretion, whereupon Buyer shall receive a full refund of all deposit monies paid hereunder, Buyer sha11 be granted reasonable access to the premises to conduct such feasibility studies and determinations, including environmental assays, core drilling, surveys, soil sampling and ofiher such testing. C. This Contract is expressly contingent and conditioned upon the spprovai 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 e commission would be due. SELLER'5 INITIALS: BUYER'S INITIALS: Page 3 of 6 STANDARDS FOR REAL ES`CATE TRl#NSAGT~ON5 A. EVIDENCE[1FTITl,E:AtitfelnsurancecolnmldttentlsauedbyeFlorEdglinensed#ltleinaurosragreeingtoissuetoBuyer,uponreeifrdmg~dithedoecttd Buyer, an owner's pol[py of title Insurance in the amount of the purcirasa price, insuring t3uyar's title tp Real Property, sub)ept pray #a liens,enrumtrratrcea, axceptl4ns or.quatifiaati0n provided In this Contract and finose whim shall be discharged by Ballarat or t5efpro closing, Seller shall convoy s marKetabietltfe sub)ect only tc terns, encumbrances, sxceptlona or quallfieaGens set forth in Contract, Marketable title shat! be. determined arxxsrciing t0 applicable Title 5taledard6 adopted byauthorltycf"rhe Florida Bar and to accprdancewdh law. Buyershall have30 days, ltagatreet, pr 5 days,lfUdepommltmant, from data of receiving avtdence of title to examine It. If title la fnund.defedilve, Buyer shaft, wlthtn 3 days thereater, notify Seller to writing specifying defect(s). if the defact(a} i'endartlile:unmarkatsbie, Sellerwlll Rave-SO tlays from rerreipt of notlee to remove the defeat(s), fading which Buyer shall, wl#hin five (&~ days a(Eer sxpirmtlon efthefhirty (3p) day period, deliver writen notice to 5el[er either: (f} extenrgng ttiatirrre Fora reasonable period rrat toexceed 12D daysvdthlnwhtch :Seger shall use dttigentetfarttp remove the defects; or (2}requestinga refund ofdepostt(s) paid which stlall immediately ba relumed tv Buyer ~f8uysrfallst~~ so notify Seller, Buyershail be deemed tp Wawa accepted the title as Itthen is. Seller shall, if title la found unmarketable, use diligenteffodtacorract defect(s) In titlewithln the timeprpvidad therefor, ft;3atlar ~ unable to timely correct thedefects, Buyer shalisftheruralvetha.de[ects, or rapelve a refund of deppstt(s}, fftereby releasing Buyer and 5elier from all further o1SAgatlon under this Gpntrabt. 8. SURVEY; Buyer, at Buyer's expense, wkhin tltne.aNr;twed m deliver evldenpa of title, may have Real property surveyed atird certified by a registered Florida survetror. Hthsaurveydisctoees.endrgachmerds pn the Real property or that Improvements located thereon encroach onsetback Imes, easements, (ands cfothars, or violate any reatdctlons, Contract cCtvanaMs or applicable gavemmental regutat[on, the same shaft constitute a title detect, C. IN.GRF~$ AhEO 1Ef3REgt:; getter watranta and represents the} (here is fngreas and egress t'o itia.Rt:al Froparty sufficlenk for She intended use as destxlbed to Paragraph V hereof, tifio~to whtoh Is in aocordanpa with Standard A, D, L~4&E8: Satlerahall, notices than t5 days before clpaing, fumish to t;oyes copies ofall written leases artd es#oppet letterst7iomeach tenanispe~fy]ng the nature and duration afthe tenant's eocupency, rental rates, aduanced rent~and sscurii7r depoalts paid hytenant, if Bktller is unattia tb obtain auGt latterfrom each Tenant iha satne information shall ~ fumlahad by Satter M+ Buyer within that tame pertnd in the form of a Seller's affidavit, and Buyer may thereafter contact tenants to conilrm ouch Intormagon, getter shall, at dosing, deliver and assign all orip[nat lessee !0 9uyer. E. LIBN3: 5etler stlalt fumtsh ~ 8uyer at time of closing an atridavlt attesting 1o ttre absence, unless pthsrwise provided for herein, of any finerr~ng ;ttatamente, dolma of liars or poterr0al lisnors known to Bettor and furfhar.attestingthat there nave~kaen nb improvements or repairs to Rroparty for9p days immediately pracedjng data pt closing. IEFropertyheg bean improved, ar repaired within ttrattlme; Seller shall deliver releases or waivers of mechanics` Hens exewtad by all general ogntractors, subcontractors, suppElere, and materialtnen In addition to Seller's Aen affidavit.sattingforththe namsapf ail such general wrdrataprs, suboontraotora, suPPliers erid ma#erlatmenand further affirmtsrQ that all charges-for imprpvemenffi pr repaire which could same as a basis for a meohanie"s lien or a claim fordamagas have been paid or vrlll be paid at Geeing cf this Ccnhaet, F. PLACIr OF CLOSI[i!(3: Closing sha11 ba held In the county where Rea! I'ropedylfsleceted,.at thecffice.ofthe sttomay o?other Goaingagentdesigrratep by Seller. t3. TItNf?: In pomputing time periods of leas than s1x (8} days, Saturdays, Sundays and state pr national legal holidays shall be excludetl. Any timeperipds poivided for hetsin which shall erld pn Saturday, Sunday orlegak holiday ahalf extend to 6:3ld p.m. pf the next buslnesis day. Time is off8e essence m tltts Contract, H• UOCLfA~4EN'(g FOR GLOSINt3: 5e11er shall furnish dead, trill pf sale, onrrstructipn firth afCdadlt, 01N1er'S possession affidavit assignments Rfleases, tenant and nroRgage estoppel tettere, and corCectlvs: lnsttumenta, Boyar shall turrilah Geeing statarnent mortgage, mortgage note, secuYdyr agreemerd, and financing statements. k. EXPENSES: t#et;ording corrective inshumentsshall he paid by Buyer. tiecp>Sttng ofdeed #hatt ba pafd tsyBuyar. Uhtess othenxlse provided bylawor ridertp thla Contract, charges forthe fp[1o1Wng related Htleservloea, namely#llteprebsiractGisrgs, gtle examinatlon,and aettlementsnd closingfee,sha~l be paid by the party responsible for fumtshing the title~evidencs in accordance with Paragraph. lt1, J. SpECtAL ASt3FS8MtENT tJENS: Gerg6ad, ponflmyad and raEtf~d special assessment Ilans~ea pf date of closing (not as of ETfeetlva Oats}are to be patdby;~eller. Pending]tansasofdatasfrdoatngsttaltbeaastrmadby.Buyer. lftheirnprovementhas6eensubstantlaltycampletedaseft-ffecttvepate,any pending Elan shall be cpnaidered asoe~trsd, conbrmed prrailtied and Seller shall, a# alasing, be charged an amountequal tp the lasteattmate ofassessmant tnr the Improvement by. the put~flC ttody. K. rflStS OF LOSS: If tt1@ Property 1s damaged by fire pr ether casualty bsipre cioaing anq cast of restnratlon does net exceed 8% of the assessed valuation of the Property sp damaged, coat ofrestoration at>all be an ptrligaflon pf the tietl~ and closing shall proceed pursusntfp the terms ofC.ontraot with restoration coats escrovred et ptosing. Iftfre~epst of restoration exceeds 3°~~of the assessed valua8on of the lniprovements 8a damaged, Buyer shall have the option of eithertaking propertyas Is, tpgetherwlth atther the 3°.6 ar atry lnsurence proceeds payable by.vlriue of such tossprdamage, orafcanceting Cbn7act and reserving return of dapostt(s}. L. f'ROCE6D5 OF SALE; Ck,O$ING PROCEOkfRE: The deed shaft be repnrded upon Gearenr:e otfunds. If an abstract of title has beevr fumishQd, evidence of title shall be cantihuad at Boyar's expense tp ahpw Htte In Buyer, wlfhmrt any encumbrances ar change which would render Seller's title unmarketable irpm the date of the taatevldence: Ali closing proceeds abaft he held in eacrpw by Ballet's attprrtayor ogrermutuallyacceptatalaescrowagenl for a parted pf not mere ttoan ~ days after closing data. ff Setter's tliEe is rendered unmarketable, through no faUlr of Buyer, Buyer shalt, within tlra 5 day period, notify Seiler h writing of the defect and Seller shaft have &lr days tom date pf rersipt pf such nritiflcalicn tp pure the defect. If Sefteriaits to tmely cure the defect, aft depoal~sj shrxtE, upon written demand by Buyer t3rnd within b days aRerdemand, be returned to euyerand slmultaneouslYwith aLOh rapayrrlent Buyer shall return Perspnatty and vacate Real property and reGpnYay the Property tnSatlar by spedal warranty deed and t)Ilt pf sate, If Buyer felts to maKB Hmeiy demand for retard, 8uyershait take title a$ Is, waiving alt rights against Setter pia any intervening defect excerpt as may be available Eo Buyarby virtue of warranties wntalnart In the deed prbiA ofsate: if a portion vftl:e purchase~pdoe is to be derived trout lnatltutlpne! gnancing orreRnanGng, rsqulrementspC the landing inatitutlon as to place, lima of day arrd pr{n,cdureu fur ciiuytf iy, and fur distrursenreril pf mortgage proceeds shall central aver contrary prgvtSton !n this Contract. Betlerahall have the right to regtilre from tfis tending Instltutlon awdtten oommttmant that ft wilt nptwlthholds}1sl~ursemenE pfmcdgageprnceeds ass resuitaf anytltledefeot atlributableto i3uyat-mortgagor. ~fFre ascrowand Closing prpcadure required hythla Standard may 6e watvad lttkle agent Insures adverse mattcra purauentto Secllon BZ7.7841, F.S., ati amender(. Page 4 of 6 O. FAIt.kIREt7FPERFpRMAAlCE: IfBuysrtailstaparformtftfsContraeEVrlinfniheiime8pepifled([I'~efudfnBpaymarH•nfal{dapnsit{s)),ittadeposh(a)pald by t3uyerand deposit(s) agreed to tle pald, may be recaven:d and retained by ar tarfhe accaurlt of Seiieras ag~read upon iiquidaied damages; cansfderaiinn 'fiartheexeeutidn ofthis Cantractand In full sehlementof any alairns;whereupon, Buyerand Salter shall he refleved of all abligatfans underCnrttlacl;grSeper, at Sellers-option, may Rroceed !n aqu€iy to enTorce 3eller'$: crghls under this CantracE• lf, far any reason other than faliure ol.Saller Ua make Seller`s title marketable a~terdiligent effort, 5elfer fAlis, ntrgleEts ar refusi;s to perform thls Cohire¢i, the 13uyermayseek specific perrormanceorelecttareceivetha realm of Buyer's deposit(s) without Thereby w~tvilrg any aectlbtt far damages resuiting from Seller's breach, P. Cl)rl''l'RACTNaTRt*GDRDABtE;PER30f~lSBt7UND:NOTICE: Nellherthf$GAntraninoranynatlocgfita€laltt~ereaardadinanypuijticrecvrda.'{11ig Gantract shall hind and inure to the benefitaf the parries and their suc~es~ora in Interest. WheneverNra caniext permits, singular shall lntfude piurelantl ane gender shall lnGudd 811. Notice given hp orio the attorney far any party short ha as eifecNve es [f glyen try of to that F~nY. 4 GpNVEYANCE; Sailer tshal! orinvay title to Reai Property 6y Spaoia! tlYarranty Deed, subJect only fo mailers con#adned 1n Paragraph V and those aiherwiae accepted by t3uyer, P.araona[ prapertYahatl, ai request"of Buyer, heiranafarred txyan absolute hill ofsa~e with wal'rentyoiEttia, subject anlY ~ such mailers ae may be otherwise provided for he:telfl. R. OTHERAGREEIlIIEN~'S: Nopritrrarp/caentaprsemerttsa7repreaentatbnssha[IbebindingrrponBuyarorSe[terunEess~3nciudedfnU-]sContfact.No modibcatlon or change in this Contractshail be valid or binding upon t~3e pasties unless inwridng and executed bytitepartyorparlles intendedto hebound by R. S. WARRAN'fll=S: 5eilerwarrarlts ihetttu;reare no faCteknown to 5ellermabsrtallyat7ect[ngthe velua ofthe Propariywhtch aro not readiiya[iservable t?Y 9uy8r ar which have not been dlseiased to Buyer. Page 6 of 6 EX~B~`I' ~-A~, 'i~Veat Atlantic Avenue Pub~Rc Ptaru alan Beath Connty~ Address Legal Descr[ptivq ppxaiser Property antral No. t2-43-46-16-Q1-021-D14Q ~ SRS 5 Aire. The North l ] 0 feet of~lock 21, less the West 27S Feet, less the Nardi 2Q feat a~f Right-pf-way, of TQWN f7F LI1VTgN (pow DELRA'Y), accEirdingto the Plat thereof as Recorded in Plat Doak 1, Wage 3 of the Public Records df Palm Beach bounty, Floric~a,excluding the additional right of way thereof as recorded In Plat.Baok 23474, Page 0201 of tha Public Records Qfl3alm Beach bounty, Florida." Page ~ of 6