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Res 48-11RESOLUTION NO. 48-11 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, TO THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain property located at 133 S.W. 12`x' Avenue, Delray Beach, Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for the municipal purposes. 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 Buyer, hereby agrees to purchase the property described herein from the Seller, for the purchase price of Ten Dollars ($10.00), said property being described as follows: Lots 9 and 10, Block 6, ATLANTIC GARDENS, according to the map or plat thereof, as recorded in Plat Book 14, Page 63, 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 addenda thereto 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 on the d y o 11. MAYOR City Clerk AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY _ - AGREEMENT -is -made and entered into- y_of Sept mber,�0 }1 ( "Agreement") by and between the Delray Beach'Community Redevelopment Agency, a Florida public body corporate and politic created pursuant to Section 163.356 F.S, .whose post office address is 20 North Swinton Avenue, Delray Beach, Florida 33444 (hereinafter referred to as "SELLER ") and the City of Delray Beach, a Florida municipal corporation, whose post office address is 100 NW I` Avenue, Delray Beach, Florida 33444 -1533 (hereinafter collectively referred to as "PURCHASER "). W1TN ES SETH In consideration of the mutual agreements and upon and subject to the terms and conditions herein contained, the parties hereto agree as follows: 1. DEFINITIONS. The following terms when used in this Agreement for Purchase and Sale shall have the following meanings: 1.1 Propegy. That certain real property consisting of the residential property located at 133 SW 12a' Avenue, Delray Beach, Florida, together with all improvements thereon and attached personal property (collectively the "Property) which Property is more particularly described with the legal description in Exhibit "A," attached hereto and made apart hereof. 1.2 Closin . 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 Closing Date shall occur no -later than sixty (60) days after the City's Site Plan Review and Appearance Board approves the Site Plan for the expansion of the Neighborhood Resource Center to be constructed on the Property. 1.4 Deed. A Special Warranty Deed, in its statutory form, which shall convey the Property from SELLER to PURCHASER. 1.5 Effective Date. The Effective Date of this Agreement shall be the date upon its execution by all parties to this :Agreement: SELLER, PURCHASER and the Escrow Agent. 1.6 SELLER'S Address. Seller's mailing address is 20 N. Swinton Avenue, Delray Beach, Florida 33444, with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn: David N. Tolces, Esquire, at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. EXHIBIT "A" Page 1 1.7 PURCHASER'S Address. Purchaser's mailing address is 100 N.W. I" Avenue, Delray Beach, Florida 33444, with copy to R. Brian Shutt, City Attorney, 200 N.W. 1S` Avenue, Delray Beach, FL- 33444 - - — - - - -- 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 PRICE. Subject to the provisions of this Agreement; the SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property previously identified on Exhibit "A" for the total Purchase Price of Ten and 00 /100 ($10.00) Dollars, other good and valuable consideration, and upon and subject to the terms and conditions hereinafter set forth. PURCHASER shall pay the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by check or wire transfer of readily negotiable funds to an account identified in writing by SELLER. 2.1 The Purchase includes: (a) All buildings and improvements located on the Property; (b) All right -of -ways, alleys, waters, privileges, easements and appurtenances which are on or benefit all the Property; (c) All right, title and interest, if any, of SELLER in any Land 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 line thereof. The sale also includes any right of SELLER to any unpaid award to which SELLER may be entitled: (1) due to taking by condemnation of any right, title or interest of SELLER and (2) for any damage to the Property due to change of grade of any street or highway. SELLER will deliver to PURCHASER at closing, or thereafter on demand, proper instruments for the conveyance of title and the assignment and collection of award and damages; (d) To the extent transferable, all licenses, permits, contracts and leases, if applicable, with respect to the property. Page 2 3. INSPECTIONS. PURCHASER shall have forty five (45) days commencing on the Effective Date to perform I ion .nspec s of the Property as he_- PURCHkSER: deems - necessary (`In pection Period "). During the - Inspection Period, PURCHASER 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, PURCHASER 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 PURCHASER as deemed appropriate under the circumstances. This Agreement is contingent upon PURCHASER, 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 PURCHASER relative to the Property during this Inspection period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement prior to the end of the thirty (30) day Inspection Period, PURCHASER will provide written notice by mail or facsimile to SELLER and/or SELLER'S counsel in the event the PURCHASER determines that the Property is unsuitable during the Inspection Period or proceed to Closing as set forth herein. 4. SELLER'S REPRESENTATIONS. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of SELLER'S 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, and (iii) shall survive the Closing, In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 4.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court Page 3 costs and reasonable attorney's fees). 4.2 SELLER has no actual knowledge nor has SELLER received any notice of - _any litigation, claim, action or_proeeed ng atened, against SELLER or. =tip€ Property -iy - 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 Land. 4.3 SELLER has full power and authority to enter into this Agreement and to assume and perform his obligations hereunder in this Agreement, SELLER does 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 Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, CRA, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that SELLER will not, between the date of - this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create by their 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, easements, covenants, conditions or restrictions. 4.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property.while this Agreement is in effect. SELLER shall use their best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the forty (45) day Inspection Period to the Closing Date. 5, EVIDENCE OF TITLE. 5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by delivery of a Special Warranty Deed, title to the subject Property. SELLER shall, within fifteen (15) days of the commencement of the Inspection Period, secure a title insurance commitment issued by a Page 4 title insurance underwriter approved and selected by SELLER for the Property insuring PURCHASER'S title to the Property subject only to those exceptions set forth in the commitment. Thacosts and expenses relative to the issuance of a title eotxnnitment and -an-owner's title policy shall be borne by the SELLER. PURCHASER shall have fifteen (15) 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 within ten (10) days of expiration of the Inspection Period shall notify SELLER in writing specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure, shall 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 five (5) days after the expiration of SELLER'S 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. 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 five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent 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 Legal Description. Within ten (10) days of the commencement of the Inspection Period, SELLER may, at its own expense, order: (i) a survey 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 thereon and certifying the number of acres (to the nearest one thousandth acre) of land contained 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. Page 5 6. PURCHASER'S REPRESENTATIONS. -PURCHASER hereby represents and warrants to the best. of -its knowledge- that-- alt of- ihe= following are true and correct: (a) PURCHASER has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. (b) The execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of the PURCHASER do not and will not violate the corporate or organizational documents of PURCHASER 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. (c) No action by any federal, state, municipal or other governmental department, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance with its terms and conditions. All of the representations, warranties and covenants of 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. 7. CONDITIONS PRECEDENT TO CLOSING. Each of the following events or occurrences ( "Conditions Precedents ") shall be a condition precedent to PURCHASER'S obligation to close this transaction: (a) That the PURCHASER has not timely notified SELLER that it is not satisfied with the Inspection Period investigation conducted on the Property during the Inspection Period. (b) SELLER has performed all covenants, agreements and obligations, and complied with all conditions required by this Agreement to covey clear and marketable title of the Property to PURCHASER, prior to closing. (c) Approval of this Agreement by the Delray Beach Community Page 6 Redevelopment Agency. (d) Approval of this Agreement by the Delray Beach City Commission. (e) Approval of the Site Plan by the City's Site =Plan = Review and- Appearance= Board for the expansion of the Neighborhood Resource Center to be constructed on the Property. 8. RISK OF LOSS. Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the deed described in Paragraph 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 $25,000 dollars, (i) PURCHASER shall complete settlement and all insurance proceeds relating to the improvements damaged by such casualty loss shall be paid to the PURCHASER, and (ii) SELLER shall assign to PURCHASER on the date of Closing the full amount of any proceeds payable under SELLER'S fire and extended coverage insurance policy applicable to said damage; (b) If the damage, as determined by the insurance adjuster, is more than $25,000 dollars, 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 case 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 they shall maintain until the date of the Closing adequate "All Risk" property insurance; and: (c) In the event the Property, or any portion thereof, is condemned by any governmental authority under its power of eminent domain or becomes the subject of a notice of condemnation, prior to Closing, PURCHASER may elect to terminate this Agreement, in which event the entire deposit and interest shall be returned to PURCHASER and neither party shall have any further claim against the other, or PURCHASER may elect to complete Page 7 settlement hereunder, in which event SELLER shall assign to PURCHASER all of SELLER'S right, title and interest in and to any condemnation awards, whether pending or al ready paid applicable to—the _loss _of the real- Ity- and the improvements located thereon, and there shall be no adjustment to the Purchase Price, 9. CLOSING DOCUMEN'T'S. At closing, SELLER shall deliver to PURCHASER a Special Warranty Deed, Bill of Sale, if applicable, No Lien /Gap Affidavit, Non- Foreign Certification in accordance with Section 1445 of the Internal Revenue Code, 1099 Form and any other documents as listed as title requirements in Schedule B -I of the Title Commitment to assure the conveyance of good and marketable fee simple title of the Property to the PURCHASER. 10. CLOSING COSTS, TAXES AND PRORATIONS. SELLER agrees that it shall pay for all closing costs associated with the subject transaction, 11. CLOSING DATE AND PLACE. The Closing shall take place no later than sixty (60) days after approval of the Site Plan by the City's Site Plan Review and Appearance Board, and at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 76 NE 5"h Avenue, Delray Beach, Florida 33483. 12. DEFAULT. In the event of a default by SELLER, PURCHASER shall have the election of the following remedies, which shall include the return of the earnest money, as liquidated damages or equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or injunctive relief. If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this Agreement, all monies on 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. SELLER'S sole and entire remedy shall be restricted to retention of the deposit. Page 8 13. CONTINGENCIES. PURCHASER'S obligations under the Agreement are contingent upon the following: (a) That the PURCHASER -is i lly sar}sfiEd vviFtl ue_d lig i=nvestigation -conducted— -- during the Inspection Period. (b) The conveyance of clear and marketable title to the Property. (c) The Board of Commissioners of the Delray Beach Community Redevelopment Agency authorizes the transaction in accordance with the terms and provisions set forth in this Agreement. (d) The City Commission of the City of Delray Beach authorizes the transaction in accordance with the terms and provisions set forth in this Agreement. (e) The City's Site Plan Review and Appearance Board approves the Site Plan for the expansion of the Neighborhood Resource Center to be constructed on the Property. 14. SPECIAL CLAUSES. The conveyance of the Property is subject to the following special clause: (a) The City shall develop the. Property as part of the expansion of the City's Neighborhood Resource Center, to the extent of the funding provided. (b) In the event the City desires to discontinue the public use of the property, it shall provide the CRA with thirty (30) days written notice of its intent to allow the CRA to comment on such change. This notice provision shall survive the closing. 15. BROKER: The parties 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. 16. 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, notwithstanding the preceding sentence, be held illegal or unenforceable, such illegality or unenforceabilit_y shall not affect any other provision of this Agreement. Page 9 17. NOTICE. All written notices shall be deemed effective if sent to the following places: SELLER: Delray Beach Community Redevelopment Agency 20 North Swinton Avenue Delray Beach, Florida 33444 Attn: Diane Colonna, Executive Director With Copy to: David N. Tolces, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, #200 Fort Lauderdale, Florida 33308 Tel: (954) 771-4500 Fax: (954) 7714923 PURCHASER: City of Delray Beach 100 N.W. I" Avenue Delray Beach, Florida 33444 -1533 Attn: David T. Harden, City Manager Tel: (561) 243 -7010 Fax: (561) 243 With a Copy to: R. Brian Shutt, City Attorney 200 N.W. I" Avenue Delray Beach, Florida 33444 Tel: (561) 243 -7091 Fax: (561) 278 -4755 18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida. Venue shall be in the Federal or State Courts in Palm Beach County, Florida. 19. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement. 20. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER. Page 10 21. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, successors and assigns i?IRCH - - - - - - - 22. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which 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. 23. LITIGATION COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non - prevailing party all costs and expenses incurred, including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated above: Witnesses: ATTEST: City Clerk Approved as to Form: City Attorney SELLER: Delray Beach Community Redev pment Agency By: cJ S , Chair Signed on:Y�/ PURCHASER: CITY OF DELRAY BEACH, FLORIDA Page 11 Woodie McDuffie, Mayor HA2011 \110504Turch and Sale Agmt (133 SW 12th Ave)(8- 22•11).duc Page 12 EXHIBIT "A" PROPERTY CONTROL NUMBER, LOCATION AND LEGAL DESCRIPTION - (subjec yeei€ica# eye e-abtained b � P irchase -0- - PCN No.: 12- 43- 46 -17 -23 -006 -0090 133 SW 12`h Avenue, Delray Beach Lots 9 and 10, Block 6, ATLANTIC GARDENS, according to the map or plat thereof, as recorded in Plat Book 14, Page 63, of the Public Records of Palm Beach County, Florida. Page 13 Coversheet MEMORANDUM TO: Mayor and City Commissioners FROM: R. Brian Shutt, City Attorney DATE: September 14, 2011 Page 1 of 1 SUBJECT: AGENDA ITEM 10.E. - REGULAR COMMISSION MEETING OF OCTOBER 4, 2011 RESOLUTION 48- 11 /CRA/CONTRACT FOR SALE AND PURCHASE ITEM BEFORE COMMISSION Staff requests approval of Resolution 48 -11 and the Purchase and Sale Agreement for 133 S.W. 12th Avenue. BACKGROUND Resolution 48 -11 adopts and includes the Contract for Sale and Purchase between the City and the CRA for the vacant property located at 133 S.W. 12th Avenue. This property will be used to allow for better coordination and utilization of the Neighborhood Resource Center. The cost of this purchase is ten dollars ($10.00). This transaction has been advertised and is ready for approval by the City Commission. RECOMMENDATION Staff recommends approval of Resolution 48 -11. http: // itwebapp/ AgendaIntranet /Bluesheet.aspx ?ItemID= 4923 &MeetingID =331 10/3/2011 RESOLUTION NO. 48 -11 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, TO THE CITY OF DELRAY BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain property located at 133 S.W. 12`x' Avenue, Delray Beach, Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for the municipal purposes. 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 Buyer, hereby agrees to purchase the property described herein from the Seller, for the purchase price of Ten Dollars ($10.00), said property being described as follows: Lots 9 and 10, Block 6, ATLANTIC GARDENS, according to the map or plat thereof, as recorded in Plat Book 14, Page 63, 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 addenda thereto 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 on the day of , 2011. ATTEST: City Clerk MAYOR AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT is made and entered into as of this _ day of September, 2011 ( "Agreement") by and between the Delray Beach'Community Redevelopment Agency, a Florida public body corporate and politic created pursuant to Section 163.356 F.S, .whose post office address is 20 North Swinton Avenue, Delray Beach, Florida 33444 (hereinafter referred to as "SELLER ") and the City of Delray Beach, a Florida municipal corporation, whose post office address is 100 NW I" Avenue, Delray Beach, Florida 33444 -1533 (hereinafter collectively referred to as "PURCHASER "). WITNESSETI-i In consideration of the mutual agreements and upon and subject to the terms and conditions herein contained, the parties hereto agree as follows: 1. DEFINMONS. The following terms when used in this Agreement for Purchase and Sale shall have the following meanings: 1.1 PropeLly. That certain real property consisting of the residential property located at 133 SW 12th Avenue, Delray Beach, Florida, together with all improvements thereon and attached personal property (collectively the "Property) which Property is more particularly described with the legal description in Exhibit "A," attached hereto and made apart 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 Closing Date shall occur no -later than sixty (60) days after the City's Site Plan Review and Appearance Board approves the Site Plan for the expansion of the Neighborhood Resource Center to be constructed on the Property. 1.4 Deed. A Special Warranty Deed, in its statutory form, which shall convey the Property from SELLER to PURCHASER. 1.5 Effective Date.. The Effective Date of this Agreement shall be the date upon its execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow Agent. 1.6 SELLER'S Address. Seller's mailing address is 20 N. Swinton Avenue, Delray Beach, Florida 33444, with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn: David N. Tolces, Esquire, at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308. EXHIBIT "A" Page I 1.7 PURCHASER'S Address. Purchaser's mailing address is 100 N.W. 1" Avenue, Delray Beach, Florida 33444, with copy to R. Brian Shutt, City Attorney, 200 N.W. I" Avenue, Delray Beach, FL. 33444. 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 PRICE. Subject to the provisions of this Agreement; the SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property previously identified on Exhibit "A" For the total Purchase Price of Ten and 00/100 ($10.00) Dollars, other good and valuable consideration, and upon and subject to the terms and conditions hereinafter set forth. PURCHASER shall pay the Purchase Price to SELLER at Closing pursuant to the terms of this Agreement by check or wire transfer of readily negotiable funds to an account identified in writing by SELLER. 2.1 The Purchase includes: (a) All buildings and improvements located on the Property; (b) All right -of -ways, alleys, waters, privileges, easements and appurtenances .which are on or benefit all the Property; (c) All right, title and interest, if any, of SELLER in any Land 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 line thereof. The sale also includes any right of SELLER to any unpaid award to which SELLER may be entitled: (1) due to taking by condemnation of any right, title or interest of SELLER and (2) for any damage to the Property due to change of grade of any street or highway. SELLER will deliver to PURCHASER at closing, or thereafter on demand, proper instruments for the conveyance of title and the assignment and collection of award and damages; (d) To the extent transferable, all licenses, permits, contracts and leases, if applicable, with respect to the property. Page 2 3. INSPECTIONS. PURCHASER shall have forty five (45) days commencing on the Effective Date to perform inspections of the Property as the PURCHASER deems necessary ( "Inspection Period "). During the Inspection Period, PURCHASER 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, PURCHASER 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 PURCHASER as deemed appropriate under the circumstances. This Agreement is contingent upon PURCHASER, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, and if deemed necessary at its discretion, a Phase H 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 PURCHASER relative to the Property during this Inspection period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement prior to the end of the thirty (30) day Inspection Period. PURCHASER will provide written notice by mail or facsimile to SELLER and/or SELLER'S counsel in the event the PURCHASER determines that the Property is unsuitable during the Inspection Period or proceed to Closing as set forth herein. 4. SELLER'S REPRESENTATIONS. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of SELLER'S 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, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 4.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court Page 3 costs and reasonable attorney's fees). 4.2 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 Land. 4.3 SELLER has full power and authority to enter into this Agreement and to assume and perform his obligations hereunder in this Agreement, SELLER does 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 Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, CRA, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 4.4 SELLER represents that SELLER will not, between the date of -this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create by their 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, easements, covenants, conditions or restrictions. 4.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use their best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the forty (45) day Inspection Period to the Closing Date. 5. EVIDENCE OF TITLE. 5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing, by delivery of a Special Warranty Deed, title to the subject Property. SELLER shall, within fifteen (15) days of the commencement of the Inspection Period, secure a title insurance commitment issued by a Page 4 title insurance underwriter approved and selected by SELLER for the Property insuring PURCHASER'S title to the Property subject only to those exceptions set forth in the commitment. The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be borne by the SELLER. PURCHASER shall have fifteen (15) 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 within ten (10) days of expiration of the Inspection Period shall notify SELLER in writing specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure, shall 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 five (5) days after the expiration of SELLER'S 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. 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 five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent 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 Legal Description. Within ten (10.) days of the commencement of the Inspection Period, SELLER may; at its own expense, order: (i) a survey 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 thereon and certifying the number of acres (to the nearest one thousandth acre) of land contained 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.. Page 5 6. PURCHASER'S REPRESENTATIONS. PURCHASER hereby represents and warrants to the best of its knowledge that all of the following are true and correct: (a) PURCHASER has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. (b) The execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of the PURCHASER do not and will not violate the corporate or organizational documents of PURCHASER 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. (c) No action by any federal, state, municipal or other governmental department, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance with its terms and conditions. All of the representations, warranties and covenants of 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. 7. CONDITIONS PRECEDENT TO CLOSING. Each of the following events or occurrences ( "Conditions Precedents ") shall be a condition precedent to PURCHASER'S obligation to close this transaction: (a) That the PURCHASER has not timely notified SELLER that it is not satisfied with the Inspection Period investigation conducted on the Property during the Inspection Period. (b) SELLER has performed all covenants, agreements and obligations, and complied with all conditions required by this Agreement to covey clear and marketable title of the Property to PURCHASER, prior to closing. (c) Approval of this Agreement by the Delray Beach Community Page 6 Redevelopment Agency. (d) Approval of this Agreement by the Delray Beach City Commission. (e) Approval of the Site Plan by the City's Site Plan Review and Appearance Board for the expansion of the Neighborhood Resource Center to be constructed on the Property. 8. RISK OF LOSS. Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the deed described in Paragraph 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 $25,000 dollars, (i) PURCHASER shall complete settlement and all insurance proceeds relating to the improvements damaged by such casualty loss shall be paid to the PURCHASER, and (ii) SELLER shall assign to PURCHASER on the date of Closing the full amount of any proceeds payable under SELLER'S fire and extended coverage insurance policy applicable to said damage; (b) If the damage, as determined by the insurance adjuster, is more than $25,000 dollars, 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 case 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 they shall maintain until the date of the Closing adequate "All Risk" property insurance; and: (c) In the event the Property, or any portion thereof, is condemned by any governmental authority under its power of eminent domain or becomes the subject of a notice of condemnation, prior to Closing, PURCHASER may elect to terminate this Agreement, in which event the entire deposit and interest shall be returned to PURCHASER and neither party shall have any further claim against the other, or PURCHASER may elect to complete Page 7 settlement hereunder, in which event SELLER shall assign to PURCHASER all of SELLER'S right, title and interest in and to any condemnation awards, whether pending or already paid applicable to the loss of the real property and the improvements located thereon, and there shall be no adjustment to the Purchase Price. 9. CLOSING DOCUMENTS. At closing, SELLER shall deliver to PURCHASER a Special Warranty Deed, Bill of Sale, if applicable, No Lien /Gap Affidavit, Non- Foreign Certification in accordance with Section 1445 of the Internal Revenue Code, 1099 Form and any other documents as listed as title requirements in Schedule B -I of the 'Title Commitment to assure the conveyance of good and marketable fee simple title of the Property to the PURCHASER. 10. CLOSING COSTS, TAXES AND PROBATIONS. SELLER agrees that it shall pay for all closing costs associated with the subject transaction. 11. CLOSING DATE AND PLACE. The Closing shall take place no later than sixty (60) days after approval of the Site Plan by the City's Site Plan Review and Appearance Board, and at the law offices of Goren, Cherof, Doody & Ezrol, P.A located at 76 NE 56' Avenue, Delray Beach, Florida 33483. 12. DEFAULT. In the event of a default by SELLER, PURCHASER shall have the election of the following remedies, which shall include the return of the earnest money, as liquidated damages or equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or injunctive relief. If the PURCHASER shall fail or refuse to consummate the transaction in accordance with the terms and provisions of this Agreement, all monies on 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. SELLER'S sole and entire remedy shall be restricted to retention of the deposit. Page 8 13. CONTINGENCIES. PURCHASER'S obligations under the Agreement are contingent upon the following: (a) That the PURCHASER is fully satisfied with its due diligence investigation conducted during the Inspection Period. (b) The conveyance of clear and marketable title to the Property. (c) The Board of Commissioners of the Delray Beach Community Redevelopment Agency authorizes the transaction ni accordance with the terms and provisions set forth in this Agreement. (d) The City Commission of the City of Delray Beach authorizes the transaction in accordance with the terms and provisions set forth in this Agreement. (e) The City's Site Plan Review and Appearance Board approves the Site Plan for the expansion of the Neighborhood Resource Center to be constructed on the Property. 14. SPECIAL CLAUSES. The conveyance of the Property is subject to the following special clause: (a) The City shall develop the. Property as part of the expansion of the City's Neighborhood Resource Center, to the extent of the funding provided. (b) In the event the City desires to discontinue the public use of the property, it shall provide the CRA with thirty (30) days written notice of its intent to allow the CRA to comment on such change. This notice provision shall survive the closing. IS. BROKER: The parties 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. 16. 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, notwithstanding the preceding sentence, be held illegal or unenforceable, such illegality or unenforceability shall not affect any other provision of this Agreement. Page 9 17. NOTICE. All written notices shall be deemed effective if sent to the following places: SELLER: Delray Beach Community Redevelopment Agency 20 North Swinton Avenue Delray Beach, Florida 33444 Attn: Diane Colonna, Executive Director With Copy to: David N. Tolces, Esquire GOREN, CHEROF, DOODY & EZROL, P.A. 3099 East Commercial Boulevard, #200 Fort Lauderdale, Florida 33308 Tel: (954) 771-4500 Fax: (954) 771 -4923 PURCHASER: City of Delray Beach 100 N.W. I" Avenue Delray Beach, Florida 33444 1533 Attn: David T. Harden, City Manager Tel: (561) 243 -7010 Fax: (561) 243 With a Copy to: R. Brian Shutt, City Attorney 200 N.W. I" Avenue Delray Beach, Florida 33444 Tel: (561) 243 -7091 Fax: (561) 278 -4755 18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida. Venue shall be in the Federal or State Courts in Palm Beach County, Florida. 19. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement. 20. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER. Page 10 21. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, successors and assigns of SELLER and PURCHASER. 22. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which 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. 23. LITIGATION COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non - prevailing party all costs and expenses incurred, including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated above: Witnesses: ATTEST: City Clerk Approved as to Form: City Attorney SELLER: Delray Beach Community Redev pment Agency By: W s , Chair Signed on: / PURCHASER: CITY OF DELRAY BEACH, FLORIDA LIM Page 11 Woodie McDuffie, Mayor HA2011\110504U'urch and Sale Agmt (133 SW 12th Ave)(8- 22- 1 1).doc Page 12 EXHIBIT "A" PROPERTY CONTROL NUMBER, LOCATION AND LEGAL DESCRIPTION (subject to verification by a survey to be obtained by Purchaser) PCN No.: 12- 43- 46 -17 -23 -006 -0090 133 SW 12`h Avenue, Delray Beach Lots 9 and 10, Block 6, ATLANTIC GARDENS, according to the map or plat thereof, as recorded in Plat Book 14, Page 63, of the Public Records of Palm Beach County, Florida. Page 13 Coversheet MEMORANDUM TO: Mayor and City Commissioners FROM: R. Brian Shutt, City Attorney DATE: September 26, 2011 Page 1 of 1 SUBJECT: AGENDA ITEM 10.E1 - REGULAR COMMISSION MEETING OF OCTOBER 4, 2011 INTERLOCAL AGREEMENT /COMMUNITY REDEVELOPMENT AGENCY (CRA) ITEM BEFORE COMMISSION Staff requests approval of the Interlocal Agreement between the City and CRA regarding the property located at 133 S.W. 12th Avenue. BACKGROUND The Interlocal Agreement provides that the CRA will contribute a maximum amount of $67,815.00 to the City to assist in the cost of the design and construction of a structure to accommodate expansion of the Neighborhood Resource Center. RECOMMENDATION Staff recommends approval of the Interlocal Agreement. http: // itwebapp / Agendalntranet /Bluesheet.aspx ?ItemID= 4957 &MeetingID =331 10/3/2011 INTERLOCAL AGREEMENT BETWEEN THE CITY OF DELRAY BEACH AND THE DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY FOR TRANSFER AND FUNDING OF 133 SW 12TH AVENUE THIS INTERLOCAL AGREEMENT is made this day of 2011, by and between the CITY OF DELRAY BEACH, a Florida municipal corporation, (hereinafter referred to as "CITY "), and the DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic, duly created and operated pursuant to Chapter 163, Florida Statutes, (hereinafter referred to as the "CRA''). WITNESSETH: WHEREAS, the CRA owns the property located at 133 SW 12th Avenue (hereinafter referred to as "Property ") described in Exhibit "A" and wishes to transfer ownership of the Property to the City for the proposed expansion of the Neighborhood Resource Center ( "NRC "); and WHEREAS, the CRA committed to contribute $75,000.00 to the CITY to assist in the costs for the demolition, design services and other construction costs related to expansion of the NRC (the "Project "); WHEREAS, on July 8, 2011, the CRA demolished the triplex structure that existed on the Property at a cost of $7,185.00; and, WHEREAS, the CRA wishes to contribute $67,815.00 to the CITY to assist in the costs for the design. services and other construction costs related to expansion of the NRC (the "Project "); 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 herein. 2. Transfer of Property. The CRA shall transfer the Property as described in Exhibit "A" to the CITY pursuant to the terms and conditions contained.in this Agreement and the Contract for Sale and Purchase attached hereto as Exhibit `B ". As provided in the Contract for Purchase and Sale, the closing of the conveyance from the CRA to the CITY shall occur no later than sixty (60) days after the Site Plan Review and Appearance Board approves the site plan for the Project on -the Property. The transfer shall be by special warranty deed, and the parties agree that a condition of the conveyance is that the CITY shall develop the property to accommodate the expansion of the NRC, to the extent of the funding provided. 3. Funding by CRA. The CRA shall provide funding for the Project in the amount not to exceed $67,815.00. The CRA shall fiend the design services for the Project, pursuant to an executed Work Assignment with one of the CRA's Architects on a Continuing Contract Basis. The CRA shall pay the Architect pursuant to the payment schedule contained in the Work Assignment. Following completion of the architect's design services, and final payment to the architect, the remaining portion of the funding shall be used for the construction of the Project. The CRA shall provide payment of the remaining funds to the CITY upon the CITY's execution of the contract with the contractor who will construct the Project. Funding for the Project shall cover the actual construction costs as well as those other costs directly related to procuring, awarding, and completing the Project construction, including, but not limited to, advertising, testing, inspection, and utility relocation costs. 2 4. Term: The term of this Agreement shall commence when approved by both parties and when executed by the last signatory to this Agreement and shall expire within three (3) years from the date of execution of this Agreement. 5. Agreement to be Recorded: This Interlocal Agreement shall be filed pursuant to the requirements of Section 163.01(11) of the Florida Statutes. 6. 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 to this Agreement shall be in writing and executed by the parties. 7. Severability: The validity 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. 8. 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. 9. Sienature Required: This Agreement shall not be valid until signed by the Mayor, the City Clerk, and the Chairperson of the CRA. ATTEST: CITY OF DELRAY BEACH, FLORIDA City Clerk 73y: Approved as to Form: 3 Nelson S. McDuffie, Mayor City Attorney ATTEST: COMMUNITY REDEVELOPMENT AGENCY By :� ---sw Dian Colonna, xecutive Director , Chair (SEAL) STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this —L day of 2011, by ":-\ N ,as_ c;J (name of officer or agent, title of officer or agent), of (name of corporation acknowledging), a (state or place of incorporation) corporation, on behalf of the corporation. He /She is personally known to me or has produced (type of identification) as identification. NOTA" MUM= OF FWAWA E1izaboth Qoldberg Notary �:'4F�State of Flori a Commission 0 DD867552 .•� Fa=pires: APR 26, 2013 B0ND0 TABU ATl.errnCz0MDjGMjXQ 4 EXHIBIT "A" LEGAL DESCRIPTION Lots 9 and 10, Block 6, ATLANTIC GARDENS, according to the Plat thereof, as recorded in Plat Book 14, Page 63, of the Public Records of Palm Beach County, Florida. EXHIBIT "B" 111E::.' Tfi halm g6a li�Past � day, September 26, 20:1.1