Res 53-04RESOLUTION NO. 53-04
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY
TO SELL TO BUYER CERTAIN ~ PROPERTY IN PALM
BEACH COUNTY, FLORIDA, AS DESCRIBED HEREIN,
HEREBY INCORPORATING AND ACCEPTING THE
CONTRACT STATING THE TERMS AND CONDITIONS FOR
THE SALE AND PURCHASE BETWEEN THE BUYER AND
THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to sell certain property
located on S.W. 9th Avenue; and
WHEREAS, the Buyer hereinafter named de~zres to buy the property hereinafter
described from the City of Delray Beach Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said
property.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF
THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida, as Seller,
hereby agrees to sell to Universal Beach Service Coqa., as Buyer, for the purchase price of One
Hundred Thousand Dollars ($100,000.00), said property being more particularly described as
follows:
See Exhibit "A"
Segfion 2. That the costs of closing and transactions, tide insurance, document
preparation and attorney's fees shall be borne by the Buyer.
Section 3. That the terms and conditions contained in the contract for sale and
purchase and addenda thereto between the City of Delray Beach, Florida, and the Buyer as
hereinabove named are incorporated herein as Exhibit "B".
Ok~"-V"X{ PASSED AND ADOtrl~D in regular session on the {D"' day of
,2004.
I
ATTEST:
Acting City Clerk
2 ORD. NO. 53-04
EXHIBIT "A"
Esquire Sub S 80 ft. of E 150 ft. of Lt. 12. The above being the real property described under Tax
Certificate Number 15599 in the Tax Deed recorded in Official Record Book 13878, Page 1379,
Public Records of PaLm Beach County, Florida.
3 ORD. NO. 53-04
[ITY OF DELRI1¥ BEI1[H
CITY ATTORNEY'S OFFICE
200 NW Ist AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
DELRAY BEACH
DATE: June 14, 2004
MEMORANDUM
Wdter's Direct Line: 561/243-7091
TO:
FROM:
City Commission
David Harden, C.j~.Manager
Brian Shutt, Assistant City Attorney
SUBJECT: Sale of Parcel
The attached contracts are for the purchase and sale of the vacant parcel located
at 15549 SW 9th Avenue. The parcel consists of approximately 12,000 square
feet. The City received this parcel from Palm Beach County off of the lands
available list. The City has been contacted by two potential purchasers for this
parcel. An executed contract from each one is attached to this memo.
It is my understanding that Harvest Moon Realty is the contract purchaser for the
larger vacant parcel that is adjacent to this parcel and wishes to include this parcel
in their site plan. It is also my understanding that Universal Beach Service Corp.
wishes to relocate their business to this address from its current location which is
just south of N.E. 4th Street and adjacent to the FEC railroad. Both potential
purchasers shall be in attendance to answer any further questions.
Our office requests that this item be placed on the July 6, 2004 City Commission
agenda. Please call if you have any questions.
Attachment
cc: Chevelle Nubin, Acting City Clerk
RESOLUTION NO. 53-04
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO SELL TO
BUYER CERTAIN REAL PROPERTY IN PALM BEACH COUNTY,
FLORIDA, AS DESCRIBED HEREIN, HEREBY INCORPORATING AND
ACCEPTING THE CONTRACT STATING THE TERMS AND
CONDITIONS FOR THE SALE AND PURCHASE BETWEEN THE
BUYER AND THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to sell certain property located on
S.W. 9th Avenue; and
WHEREAS, the Buyer hereinafter named desires to buy the property hereinafter described
fi.om the City of Delray Beach Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to sell said
property.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida, as Seller, hereby
agrees to sell to ., as Buyer, for the purchase price of _,
said property being more particularly described as follows:
See Exhibit "A"
Section 2. That the costs of closing and transactions, title insurance, document preparation
and attorney's fees shall be borne by the Buyer.
Section 3. That the terms and conditions contained in the contract for sale and purchase and
addenda thereto between the City of Delray Beach, Florida, and the Buyer as hereinabove named are
incorporated herein as Exhibit "B".
PASSED AND ADOPTED in regular session on the __ day of
., 2004.
ATTEST: M A Y O R
City Clerk
EXHIBIT "A"
Esquire Sub S 80 ft. of E 150 ft. of Lt. 12. The above being the real property described under Tax
Certificate Number 15599 in the Tax Deed recorded in Official Record Book 13878, Page 1379, Public
Records of Palm Beach County, Florida.
2 ORD. NO.
COI~TR~CT FOR S~.T.~E ~ PURCHASE
P~,RTIES~ The CITY OF DNLR~Y REACH, ("Seller"), of 100 NW 18t Avenue, Delray Beach,
FL 33444 (Phone: 561-243-7000), and UNIVERSAL BEACH SERVICE CORP. a Florida
corporation, ("Buyer"), of 107 NW 9tn Street, Delray Beach, FL 33444 (Phone:561-
276-8968) hereby agree that the Seller shall sell and Buyer shall buy the
following described Real Property and Personal Property (collectively "Property")
upon the following terms and conditions, which INCLUDE the Standards for Real
Estate Transactions ("Standard(s)") on the reverse side hereof or attached hereto
and riders and any addenda to this Contract for Sale and Purchase ("Contract").
DESCRIPTIONs
(a)Legal description of the Real Property located in Palm Beach County,
Florida: Esquire Sub S 80 ft of B 150 ft. of Lt 12. The above being the
real property described under Tax Certificate Number 15599 in the Tax Deed
recorded in Official Record Book 13878, Page 1379, Public Records of Palm
Beach County, Florida
(b) Street address, city, zip, of the Property is: 15549 SW 9th Avenue,
Delray Beach, FL 33444
(c) Personal Property: None
II. PUNCHASE PRICEs ................................... $74,000.00
PAI'MENT~
(a) Deposit(s) to be held in escrow by Robert W.
Federspiel Trust Account in the amount of
(b)
Balance to close (U.S. cash, LOCALLY DRAWN
certified or cashier's check), subject to
adjustments or prorations
$ 1,000.00
$ 73,000.00
III. TI~ FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE~ If this offer is not
executed by and delivered to all parties OR FACT OF EXECUTION communicated in
writing between the parties, the deposit(s) will, at Buyer's option, be returned
and this offer withdrawn. The date of Contract ("Effective Date") will be the
date when the .last one of the Buyer and the Seller has signed this offer. A
facsimile copy of this Contract and any signatures thereon shall be considered
for all purposes as originals.
IV. TITLE EViD~CE~ Prior to closing: nSeller shall, at Seller's expense,
deliver to Buyer or Buyer's attorney; OR IBuyer shall at Buyer's expense obtain
(CHECK ONLY ONE}: Dabstract of title or Ititle insurance commitment (with
legible copies of instruments listed as exceptions attached thereto) and, after
closing, an owner's policy of title insurance.
V. CLOSIN~ DATEr This transaction shall be closed and the deed and other
closing papers delivered on September 15, 2004, unless modified by other
provisions of Contract.
VI. RESTRICTIONS; EASemENTS; LIMITATIONS~ Buyer shall take title subject to:
comprehensive land use plans, zoning, restrictions, prohibitions and other
requirements imposed by governmental authority; restrictions and matters
appearing on the plat or otherwise common to the subdivision; public utility
easements of record (easements are to be located contiguous to Real Property
lines and not more than 10 feet in width as to the rear or front lines and 7~
feet in width as to the side lines, unless otherwise stated herein); taxes for
Page I of 8
year of closing and subsequent years; assumed mortgages and purchase money
mortgages, if.any (if additional items, see addendum); provided that there exists
at closing no violation of the foregoing and none prevent use of the Property for
industrial purposes.
VII. OCC~PANCY~ Seller warrants there are no parties in occupancy other than
Seller; but if Property is intended to be rented or occupied beyond closing, the
fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant
to Standard F. Seller shall deliver occupancy of Property to Buyer at time of
closing unless otherwise stated herein. If occupancy is to be delivered before
closing, Buyer assumes all 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
unless otherwise stated herein.
VIII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of this
Contract in conflict with them.
IX. RiDERS~ (CHECK those riders which are applicable AND are attached to this
Contract):
(a)D'Coastal Construction Control Line
(b) DCondominium
(c)~Foreign Investment in Real Property Tax Act
(d) ~VA/FHA
(e)[~Insulation
(f) [~"As Is"
(g)~Homeowners' Association Disclosure
(h)~Residential Lead-Based Hazard Disclosure
( i ) [3Mold
X. ASSIGNABILITY~ (CHECK ONLY ONE): Buyer (1) Dmay assign and thereby be
released from:any further liability under this Contract; Imay assign but not be
released from liability under this Contract; or ~may not assign this Contract.
XI. DISCLOSURES:
(a) Radon is a naturally occurring radioactive gas that, when
accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in
bgildings in Florida. Additional information regarding Radon or
Radon testing may be obtained from your County Public Health unit.
(b) B~yer may have determined the energy efficiency rating of the
residential building, if any is located on the Real Property.
(c) If the Real Property includes pre-1978 residential housing then
Paragraph IX(h) is mandatory.
XII. MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments in
(a) $i0- for treatment and repair under Standard D (if blank, then 2% of
the Purchase Price).
(b) $~0- for repair and replacement under Standard N (if blank, then 3%
of the Purchase Price).
XIII. SPECIAL CLAUSlS; ADDENDA~ If additional terms are to be provided, attach
addendum and CHECK HEREI.
Page 2 of 8
//Jo~/n] ~_. P~a~tDate
// ~esident
CITY OF DELRAY BEACH
By:
Tax ID No. 59-6000308
Date
Deposit(s) under Paragraph II(a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE: ROBERT.~FEDERSPIEL,~.A. (Escrow Agent)
By: /~/ I
Page 3 of 8
SELLER:
BUYER:
PROPERTY ADDRESS:
ADDENDUM TO CONTP. ACT FOR SALE AND P~IRC~ASE
CITY OF DERLAY BEACH
UNIVERSAL BEACH SERVICE CORP.
15549 SW 9th Avenue, Delray Beach, FL 33444
XIII. SPECIAL CLAUSES; ADDENDA (Continued):
A. RADON GAS: Radon gas is naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit. Paragraph N of the Standards for Real Estate Transactions
attached to this contract is hereby deemed to include an inspection for radon
gas.
B. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): The parties
shall comply with the provisions of Internal Revenue Code Section 1445 and
applicable Treasury Regulations issued thereunder. If the Seller is a U.S. person
for Internal Revenue Code Section 1445 purposes, then on demand of the Buyer and
prior to closing the Seller shall provide the Buyer with a certificate of non-
foreign status in the manner provided in Treasury Requlations Section 1.1445-2.
If the Seller provides the Buyer with such certificate, and if the Buyer is
otherwise permitted to rely on such certificate under those Regulations, the
Buyer shall not withhold under Internal Revenue Code Section 1445.
If the Seller is a 'foreign person' as defined by the Internal Revenue
Code, the Buyer generally is required to withhold 10% of the gross sales price
from the Seller at closing and to pay the withheld amount over to the Internal
Revenue Service (IRS) unless an applicable exemption from withholding or a
limitation on the amount to be withheld is available. To the extent that the cash
to be paid over to the Seller at closing is insufficient to cover the Buyer's
withholding obligation, the Seller shall provide to the Buyer at closing cash
equal to such excess for purposes of making such withholding payment. If the
Seller's federal income tax on the gain is less than the applicable withholding
amount, the Seller may make advance application to the IRS for reduced
withholding and, if granted, the Buyer shall withhold only the authorized reduced
amount. If such ruling has not been received by closing, the parties at closing
shall enter into an escrow agreement reasonably satisfactory to the Buyer and
Seller pending receipt of the ruling, provided that at closing the Seller shall
have the obligation to provide to the escrow agent from the closing proceeds (or
from the Seller's other resources if necessary) cash equal to the maximum
required withholding, with any excess withholding being refundable to the Seller
upon receipt of a favorable ruling from the IRS.
Buyer and Seller understand that the IRS requires the Buyer and the
Seller to have a U.S. federal taxpayer identification number and to supply that
number on the foregoing forms. A foreign individual may acquire an International
Taxpayer Identification Number for this purpose. Since it may take several weeks
to receive the number after application and the IRS will not process these forms
without the actual number, a party lacking a TIN is advised to apply immediately.
C. Notwithstanding any provision of this
parties represent and warrant that there is
transaction to whom a commission would be due.
Contract to the contrary, the
no broker involved in this
D. The parties hereby agree that the subject property is being sold in its
"as is" condition and, in lieu of the provisions set forth in Standards D and N
herein, the Buyer shall have the right to make a full and complete inspection of
the subject premises and improvements thereon within forty-five (45) days from
the effective date of this Contract. In the event the Buyer determines within
said inspection period that the property shall be in a condition unacceptable to
Buyer, the Buyer shall have the right to cancel this Contract by delivering
written notice thereof within said inspection period to Seller and receive a full
refund of his deposit paid under this Contract. In the event the Buyer does not
cancel this Contract as aforesaid, the Buyer expressly waives any and all claims
against Seller with respect to the condition of the subject property and the
Buyer accepts the subject property in its "as is" condition. Seller hereby
notifies Buyer that Seller is unaware of any defects or repairs required to the
subject property.
Page 5 of 8
STANDAKDB FOR REAL ESTATE TP.;~NSACTIONS
Page 6 of 8
Page 7 of 8
Page 8 of 8
Seth I, Cohen, RA,
Mitchell C, Fogel, EA.
Saara J, Pekale*
Tami L, Augen
Fo- el Cohen
Also Admitted in New York
July 2, 2004
VIA HAND DELIVERY
R. Brian Shutt, Assistant City Attorney
City of Delray Beach
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Re:
Harvest Moon Realty, LLC Proposed Purchase of .25 +/- Acre Vacant Parcel
from the City of Delray Beach / Property Location: 15549 SW 9th Avenue,
Delray Beach / Legal Description: Esquire Sub S 80 feet of E 150 feet of Lot
12, Plat Book 23, Page 43 / Folio No.: 12-43-46-20-18-000-0122 ("Property")
Dear Brian:
After discussing your last email concerning the Property with my client, please be
advised that Harvest Moon Realty, LLC, is willing to increase its offer to purchase the
parcel to $74,000.00. Please allow this letter to serve as an amendment to the Contract for
Sale and Purchase my client submitted to your office on June 11, 2004.
In preparation for the City Commission heating on Tuesday, July 6, 2004, please amend
the package materials to reflect this updated offer.
Thank you for your time and attention to this matter.
For the Finn
SIC/~p
cc: Mr. Donald Brodsky
Crystal Corporate Center · 2500 N. Military Trail * Suite 111 · Boca Eaton, Florida 33431
Telephone: 561-393-9111 Facsimile: 561 -393-9707
Seth I, Cohen, RA,
Mitchell C, Fogel, RA,
Saara J. Pekale*
Tami L. Augen
Fo el' Cohen
· Also Admitted In New York
July 1, 2004
VIA HA_ND DELIVERY
City Commission/City of Delray Beach
c/o R. Brian Shutt, Assistant City Attorney
City of Delray Beach
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Re-'
Harvest Moon Realty, LLC Proposed Purchase of.25 +/- Acre Vacant Parcel
from the City of Delray Beach / Property Location: 15549 SW 9th Avenue,
Delray Beach / Legal Description: Esquire Sub S 80 feet of E 150 feet of Lot
12, Plat Book 23, Page 43 / Folio No.: 12-43-46-20-18-000-0122 ("Property")
To Whom It May Concern:
This office represents Harvest Moon Realty, LLC ("Harvest Moon") in connection with
its efforts to acquire the Property from the City of Delray Beach ("City"). In this regard,
my office has presented a Contract for Sale and Pumhase ("Contract") to the City
utilizing the City's form document. I understand that the City Commission will be
reviewing and voting on whether to accept the Contract at the City Commission hearing
that is scheduled for the evening of Tuesday, July 6, 2004 (the "Hearing"). In that
acquiring the Property is important to Harvest Moon, my client has requested that I
prepare this letter to better explain who the entity is and what they intend on doing with
the parcel if acquired.
To begin, it is important for the City Commission to know that the managing member of
Harvest Moon is also the owner of House of Floors of Palm Beach, Inc., a Florida
corporation ("House of Floors"). House of Floors is currently under contract with David
and Felice Ledbetter to pumhase that certain 1.3 +/- acre vacant parcel of land adjacent to
the Property to the southeast ("Adjacent Parcel").
House of Floors currently operates a flooring business in Delray Beach on Poinsettia
Drive. House of Floors started as a husband and wife operation in 1997. The company
has since grown and now has a staff of over sixty (60) individuals. Based on the nature
Crystal Corporate Center · 2500 N. Military Troll * Suite 111 · Boca Rotan, Florida 33431
Telephone: 561-393-9111 Facsimile: 561 -393-9707
City Commission
c/o R. Brian Shutt, Assistant City Attomey
July 1, 2004
Page 2
of its business and the success that the company has attained, House of Floors has been
instrumental in attracting new business to the Delray Beach area. Specifically, House of
Floors promoted Delray Beach and the benefits the City offers local businesses when
communicating with a flooring distributor and recycling company with whom it does
business. As a result, these companies now operate their respective businesses in Detray
Beach.
It is the intention of House of Floors to acquire the Adjacent Parcel to construct a
warehouse/office facility from which it can expand and operate/ts existing business. In
preparation for House of Floors' acquisition of the Adjacent Parcel, it has retained the
services of Kenneth Carlson Architects and Itasca Construction Corporation to prepare a
site plan that satisfies the City's requirement in all respects. In fact, House of Floors has
already submitted the site plan to the City and received DRC comments on June 17,
2004. My client informs me that the City was pleased with the initial submission and only
had limited comments thereto. Enclosed please find a copy of the DRC comments
received from the City for your review and edification.
Upon learning that the City owned the Property and that it was for sale, my client
immediately contacted the City Attorney's office to begin discussing the possibility of
acquiring this additional land. In order for my client to best utilize the Adjacent Parcel
and expand its business in Delray Beach, acquiring the Property is significant. As
mentioned in the attached letter from Kenneth Carlson Architects, acquiring the Property
will, among other things, (i) eliminate congestion in the area as the additional land will
enable my client to create a better staging area for trucks that deliver and pick up goods;
(ii) allow the loading docks to be relocated to a more inconspicuous area; and (iii) create
additional parking so that my client is able to expand its business, hire additional staff,
and more efficiently operate its business.
Further, my client informs me that at the June 17th heating, members of the Architectural
Review' Board ("Board") indicated tha~ they would like to see the owner of the Adjacent
Parcel construct a landscape feature on the property that would help embellish the site as
well as the overall community. In that the location of the Property and Adjacent Parcel
represent the entryway into the City's recently rezoned district, the Board expressed that
such landscape feature would serve as a gateway and/or welcome into this new and
revitalized neighborhood. My client is desirous of satisfying the Board's suggestion;
however, in order to do so my client would need to acquire the Property in order to
ensure it had sufficient land to construct both its facility in accordance with the approved
site plan and the additional landscape feature.
In summation, my client is hopeful that the members of the City Commission
acknowledge that House of Floors' use of the Adjacent Parcel is beneficial to the City of
Delray Beach, and that its ability to acquire the Property will only serve to enhance and
improve such use, and support the recently enacted rezoning ordinance.
Fo e Cohen
City Commission
c/o R. Brian Shutt, Assistant City Attorney
July 1, 2004
Page 2
Thank you for your anticipated consideration.
R~ yo,urs~ ,~
'Seth I. Cohe/~
For the Firm
SIC/~p
Enclosures
cc: Mr. Donald Brodsky
Fo e Cohen
CONTRACT FOR SALE AND PURCHASE
This Contract for Sale and Purchase, dated this day of June, 2004, is entered into by and
between CITY OF DELRAY BEACH, a Florida municipal corporation, ("Seller"), of 100 N.W.
1st Avenue,'Delray Beach, FL 334a.n. (Phone: 561-243-7000) and HARVEST MOON REALTY,
a. Florida hmited liabiliW. _comvany,_ _ (Buyer), of
33qqq
1. DESCRIPTION: See Exhibit "A"
2. PURCHASE PRICE: The Purchase' Price for the Property, subject to the contingencies
set foFah betow~ shall be payable in the following manner:
Purchase Price
$67,000.00
Earnest Money Deposit payable to Escrow
Agent upon full execution of the Agreement
$ 1,000.00
Financing
(90% of Purchase Price)
$60,300.00
Balance of funds due from Buyer
in the form of U.S, Currency,
certified or cashier's check or
immediately available federal funds
on Closing and delivery of deed (subject to
applicable prorations at closing)
$ 5,700.00
TOTAL PURCHASE PRICE
$67,000.00
Buyer shall be prepared to close on the Closing Date and tender the balance of the Purchase Price
in lawful money of the United States of America. The balance of the Purchase Price shall be
tendered in the form of an interbank wire transfer or cashier's check.
3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE: If this offer is not
executed by and delivered to all parties on or before July 13, 2004, the deposit(s), if any, will, at
Buyer's option, be returned and this offer withdrawn. The date of this Contract ("Effective
Date") will be the date when (i) the last one of the Buyer and the Seller has signed this offer, and
(ii) the date the City Commission of the City of Dc[ray Beach approves this Contract. A
facsimile copy of this Contract and any signature thereon shall be ennsidered for all purposes as
originals.
shall do so at least 7 days before the closing date.
TITLE EVIDENCE: If Buyer chooses to obtain a title insurance commitment, Buyer
5. CLOSING DATE: This transaction shall be closed and the deed and other closing papers
delivered within twenty (20) days after the expiration of the feasibility study period as provided
for in Paragraph L, unless extended by other provisions of the Contract.
6. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed
by governmental authority; restrictions and matters appearing on the plat or otherwise common
to the subdivision; public utility easements of record (easements are to be located contiguous to
Real Property lines and not more than 10 feet in width as to the rear or front lines and 7 ½ feet in
width as to the side lines, unless otherwise specified herein); taxes for year of closing and
subsequent years; assumed mortgages and purchase money mortgages, if any; provided, that
there exists at closing no violation of the foregoing.
7. OCCUPANCY: Seller warrants that there are no parties in occupancy other than Seller.
Seller shall deliver occupancy of Property to Buyer at time of closing unless otherwise stated
herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property
from date of occupancy, shall be responsible and liable for maintenance fi.om that date, and shall
be deemed to have accepted Property in its existing condition as of time of taking occupancy
unless otherwise stated herein.
8. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of this Contract in conflict with them.
9. ASSIGNABILITY: Buyer may assign Contract.
10. DISCLOSURES: Radon is a naturally occun-ing radioactive gas that, when accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in buildings
in Florida. Additional information regarding Radon or Radon testing may be obtained from your
County Public Health Unit.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance con ,,,itment issued by a Florida licensed ~tlc insurer
agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of tire insurance in the mount of
the purchase price, insUring Buyer's title to real property, subject only to Hens, encumbrances, exceptions or
qualification set forth in tl~ Cun~act and those which shall be discharged by Seller at or before closing. Seller shall
convey a marketable title subject only to liens, encumbrances, exceptions or qualffications set forth in this Contract
and those wkich shall be discharged by Seller at or before closing. Marketable tire shall bc determined according to
applicable title standards adopted by authority of The Florida Bar and in accordance w/th law. Buyer shall have 5
days from the date of receiving a tire commitment to examine it. If tire is found defective, Buyer shall, within 5
days thereai~er, notify Seller in writing specifying defect(s). If the defect(s) render title urrmarketablc, Seller will
have thirty (30) days from receipt of untice within which to remove the defect(s), failing which Buyer shall have the
option of either accepting the title as it then is or demanding a refund of deposit(s) paid which shall immediately be
returned to Buyer; thereupon Buyer and Seller shall release one another of all further obligations under the
agreement. Seller will, if title is found nnmarketable, use diligent effort to correct defect(s) in title within the time
provided therefor, including the bringing of necessary suits.
-2-
B. Survey: Buyer, at Buyer's expense, within time allowed to deliver evidence of rifle and to
examine same, may have Real Property surveyed and certified by a registered Florida surveyor. If the survey
discloses encroachment on Real Property or that improvements located thereon encroach on setback lines,
easements, lands of others, or violate any restrictions, Contract covenants or applicable governmental regulation, the
same shall co.nstitute a title defect·
C. ~: Seller warrants and represents that there is in, ess and e~ess to the
Real Property sufficient for the intended use as daseribed in Paragraph 6, hereof, tide to which is in accordance with
Standard A.
D. Conduct Not Permitted: Once the Contract is fully executed, Seller shall not record any
insmmaent~ deed, easement, lien, declaration, memorandum or related document in the Public Records of Palm
Beach County or with the State of Florida that in any way affects title to the Property.
E. Liens: Seller shall ftmaish to Buyer at time of closing an affidavit attesting to the
absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known
to Seller and further attesthag that there have been no improvements or repairs to property for ninety (90) days
tmm-ediately preceding date of closing. If property has been improved, or repaired w/thin that time, Seller shall
deliver releases or waivers of machanles' liens executed by all general contractors, subcontractors, suppliers, and
materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcon-
tractors, suppliers and materialmen and further affu'ming that all charges for improvements or repah's which could
serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at closing of this
Contract.
F. Place of Closln_~: Closing shall be held in the county where the Real Property is located,
at the office of the attorney or other closing agent designated by Seller.
G. Time: In computing time periods of less than six (6) days, Saturdays, Stmdays and state
or national legal holidays shall be excluded. Any time periods provided for herein which shall end on Saturday,
Sunday or a legal holiday shall extend to 5:00 p.m. of the next business day. Time is of the essence in this Contract.
H. Documents for Closing: Seller shall furnish deed, bill of sale, mechanic's lien affidavit,
assignments of leases, tenant and mortgagee estoppel letters and corrective instruments. Buyer shall furnish closing
statement, mortgage, mortgage note, security agreement, and financial statements.
be paid by Buyer.
Exoenses: Docamenhuy stamps on the deed and recording corrective instruments shall
J. Taxes: Assessments~ Expense: Taxes, assessments and expenses relative to the
property shall be paid through the date of closing. In the event an interim tax bill is not available as of the closing
· the seller shall escrow adequate funds for the payment of such taxes based upun the closing agants estimate.
K. S eeial Assessment Liens: Certified, confirmed and ratified special assessment liens as
of date of closing (and not as of Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be
assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien
shall be considered as certified, annfirmed or ratified and Seller shall, at closing, be charged an amount equal to the
last estimate of assessment for the improvement by the public body.
L. Feasibility studies: The Buyer shall have sixty (60) business days following the
Effective Date of this Contract within which to conduct any and all feasibility studies and determinations relative to
the suitability for the acquisition of the subject property by the Buyer and the Buyer reserves the express right to
terminate this Conlract at uny time during said period for any reason or no reason, in Buyer's sole discretion,
whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable
f
access to the premises to conduct such feasibility studies and determinations, including environmental assays, core
drilling, surveys, soil sampling and other such testing.
M. Risk of Loss: If the property is damaged by fire or other casualty before closing and cost
of restoration .does not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be
an obligarion of the Seller and closing shall proceed pursuant to the terms of the Contract with restoration costs
escrowed at closing. If the cost of the restoration exceeds three percent (3%) of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either taking property as is, together with either the three
percent (3%) or any insurance proceeds payable by virtue of such loss or damage, or of canceling the agreement and
receiving return of deposit(s).
N. .Escrow: Any escrow agent ("Agent',) receiving funds or equivalent is authorized and
~grees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them
m accordance with terms and condirions of this Contract. Failure of clearance of funds shall, not excuse Buyer's
performance. If/ti doubt as to Agent's duties or liabilities under the provisions of this Contract, Agent may, at
Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement,
or until a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit
with the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items
previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter
475, F.S., as amended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent
hereunder, or in any suit wherein Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs recurred with the fees and costs to be charged and assessed as court costs in favor of the
prevailing party. Parties agree that Agent shall not be liable to any party or person for misdehvery to Buyer or Seller
of items subject to this escrow, unless suet misdelivery is due to willful breach of euntract or gross negligence of
Agent.
O. Failure of Performance: If Buyer fails to perform this Con~ract within the time specified
(including payment of all deposit(s)), the deposit(s) paid by Buyer may be retained by or for the account of Seller as
agreed upon liquidated damages, consideration for the execution of fuis Contract and in full settlement of any claims;
whereupon, Buyer and Seller shall be relieved of all obligarions under Conwact; or Seller, at Seller's option, may
proceed in equity to enforce Seller's fights under this Con~ract. If, for any reason other than failure of Seller to make
Sellers rifle marketable after diligent effort, Seller fails, neglects or refuses to perform this Cunttact, the Buyer may
seek specific performance or elect to receive the return of Buyers deposit(s) without thereby waiving any action for
damages resulting from Seller's breach.
P. Contract Not Reeordable: Persons BoundI Notice. Neither this Contract nor any
notice of it shall be recorded in any public records. This Contract shall bind and enure to the benefit of the parries
and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall
include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party.
Q. ~: Seller shall convey title to Real Property by Quit Claim Deed, subject only
to matters contained in Paragraph 6 and those otherwise accepted by Buyer. Personal Property shall, at reques~ of
Buyer, be transferred by an absolute bill of sale with warranty of rifle, subject only to such matters as may be
otherwise provided for herein.
R. ~: No prior or present agreements or representations shall be binding
upon Buyer or Seller unless included in this Contract. No modification or change m this Contract shall be valid or
binding upon the parties unless in writing and executed by the party or parties intended to be bound by it.
< . ~ v ,,~, ~,-,~ ~ aot reaauy oeservao_m oy Buyer or whch have not been ~closed to Buyer.
~: ~,o,~e~y~a~h ~: ~oo~.~, ~,~ F~o~da
1~ li~ ~mp~y
ATTEST: Ira: M~g M~ber
By:.
Ci~ Clerk
Approved as to Form:
By:
City Attorney
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me tkis __ day of
200_ by who is personally known to me or who has produced
(type of identification) as identification.
Signature of Notary Public-
State of Florida
-5-
Exhibit "A"
Legal Description from Surveyor and/or Appraiser to be Attached
Upon Receipt
MelTtO
To: City Commission
From: David Harden~
Date: July 2, 2004
Re: House of Floors Site Plan
Mr. Brodsky, President of House of Floors, has asked that we include with this agenda item
their proposed site plan if we sell them our property. I have also attached the site plan they
submitted several weeks ago, which did not include our property.
As I understand it, Universal Beach Cleaning plans to construct a building on the property if
they are the successful purchasers. A building will certainly bring the City more tax revenue
in the future than a parking/loading area.
I
I
: I
_1
20 Monday, June 28, 2004 - Boca Raton/Delray Beach News · WVA~bOcanews.com
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