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Res 09-05 ( " /, I RESOLUTION NO. 9-05 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRA Y BEACH, FLORIDA, AUTHORIZING THE CITY TO PURCHASE FROM SELLER 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 BElWEEN THE SELLERS AND THE CITY OF DELRA Y BEACH, FLORIDA. WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain property located at 80 Depot Avenue, Delray Beach, Florida, to provide land for public purposes; and WHEREAS, the Seller hereinafter named desires to sell the property hereinafter described to the City of Delray Beach Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for the purpose described above. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRA Y BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees to purchase from Trackside Brothers LLC, as Seller, land for public purposes, for the purchase price of One Million Five Hundred and Seventy-Five Thousand Dollars ($1,575,000.00) or a lesser amount as determined by the City Conurussion and other good and valuable consideration; said parcel being more particularly described as follows: 18-46-43, The part of south % of east NE V4 lying east of and adjacent to SAL RjW, 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. (" /',\ PASSED AND ADOPTED in special session on the '()~ day of ~~ 2005. ~ltl. YOR '- Attest: ~S).~~ City Clerk 2 RES. NO. 9-05 · -,- Rt-r·\-·- " ~ r- \ ,-- -' - f - <\t _ »_..,jþ:l e~ . ~~ . COBTRAC'l' ~. BALK ABJ:) PURCBASK MAR 1 8 2005 CITY GLt-.HK PARTIas, TRACKSZDK BROT.BBRS LLC, a Florida limited liability company("Seller"), of 3 Ocean Harbour Circle, Boynton Beach, FL 33435, and CITY O~ DBLRAY BBACK, a ~lorida DlUDicipal corporation, ("Buyer"), of 200 NW 1at Avenue, Delray Beach, Florida 33444 (Phone: 561-243-7090), 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 INCLUDB the Standards for Real Bstate Transactions ("Standard(s)") on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Sale and Purchase ( "Contract") . I. DaSCRXPTIOR. (a) Legal description of the Real Property located in Palm Beach County, Florida: See Legal Description attached hereto Property Control No. 12-43-46-18-00-000-1440 & 1290 (b) Street address, city, zip, of the Property is: 80 Depot Avenue, Delray Beach, Florida (c) Personal Property: II. PURCBASa PRICB. ................................... PAnaD1'1'. $1,575,000.00 (a) Deposit(s) to be held in escrow by Robert w. Federspiel, P.A. in the amount of $ 78,750.00 (b) Balance to close (U.S. cash, LOCALLY DRAWN certified or cashier's check), subject to adjustments or prorations $ 1,496,250.00 TOTAL $ 1,575,000.00 III. TDOI rOR ACCDTAHCB, .rnC'l'IVB DAft, ~ACSIJIILB. If this offer is not executed by and delivered to all parties OR FACT OF EXBCUTION communicated in writing between the parties on or before February 25, 2005, 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. TITLB BVID_CB. within ten (10) days from the satisfaction of all contingencies set forth in Section XI of the Addendum to this Contract, (CHECK ONLY ONE): ~seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney; OR _Buyer shall at Buyer's expense obtain (CHECK ONLY ONE): abstract of title or X title insurance commitment (with legible copies of instruments listed as exceptions attached thereto) and, after closing, an owner's policy of title insurance. V. CLOSING DATal This transaction shall be closed and the deed and other closing papers delivered ninety (90) days from the Effective Date, unless modified by other provisions of Contract. VI. RBSTRIC'l':tOR'S, IlASJDOD1'TS, LDaTATIONS I Buyer shall take title subj ect to: comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters Page 1 of 6 " (. appearing on the plat or otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width as to the rear or front lines and 7-1/2 feet in width as to the side lines, unle.. otherwi.e .tated herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any (if additional items, see addendum); provided that there exists at closing no violation of the foregoing. VII. OCC'ØPAJICY. Seller warrants there are no parties in occupancy other than Seller; Seller shall deliver occupancy of Property to Buyer at time of closing. VIII. 'rYP.....ITTD OR BAllDWRI'l'TBIf PROVXSIOJIS. Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSICDD:BILITY. (CHECK ONLY ONE): Buyer (1) _may assign and thereby be released from any further liability under this Contract; _may assign but not be released from liability under this Contract; or ~may not assign this Contract. X. DISCLOS1JRJIS: (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 aver time. Levels of radon that exceed federal and state guidelines have been found in buildings in Plorida. Additional information regarding Radon or Radon testing may be obtained from your County Public Health unit. (b) Buyer may have determined the energy efficiency rating of the residential building, if any is located on the Real Property. (c) If the Real Property includes pre-1978 residential housing then Paragraph Brrorl Reference .ource DOt found. is mandatory. XI. SpaCIAL CLAusas, ADDBIIDA. If additional terms are to be provided, attach addendum and CHECK HERB X ---------- CITY 3fÞ~ Dat ~.~LLC er ~ J~ 70S ~ By: Tax ID No. Tax ID No. Deposit (s) under Paragraph II (a) received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCB: ROBBRT W. FEDERSPIEL, P.A. By, pc/ j;J21-L BROKER'S FEE: The brokers named below, including listing and cooperating brokers, are the only brokers entitled to compensation in connection with this Contract: Name: ~s~~~~rokrCW~J ND Ý\ e Cooperating Brokers, if any Page 2 of 6 ADJ)DJ)tJJI TO COftR.AC'l' ~R SALa um PURCBASK SELLER: TRACKSIDB BROTHERS, LLC, a Florida limited liability company CITY OF DELRAY BEACH, a Florida municipal corporation BUYER: :=~~n~~:~~::~;?ffi~l:~&tnD _ Mf~ti~ ~œ 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 Contract at any time during said period for any reason or no reason, in Buyer's sole discretion, whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable access to the premises to conduct such feasibility studies and determinations, including environmental assays, core drilling, surveys, soil sampling and other such testing. B. This Contract is expressly contingent and conditioned upon the approval of the same by the City commission of the City of Delray Beach within forty-five (45) days of the Effective Date. {9\A( C. In the event Buyer shall determine that the property is suitable prior to eighty (80) calendar days from the Effective Date, Buyer will so notify Seller and closing of this transaction shall occur ten (10) calendar days thereafter. ØI S=;iJ,.DlITIALS' .. BUYER'S INITIALS: cIltJrJ Page 3 of 6 STARDARDS ~OR RBAL asorATa TRAØSAC'l':IORS A. I&VIDDC2 œ TX'fLI. (l)An abstract of title prepared or brought current by a reputable aZId existing ab.tract Ur1II (1f not exiBtil1g then certified a. correct by an exi.ting firm) purporting to be an accurate synop.ia of the instrument. affectil1g title to Real Property recorded in the public records of the county wherein Real Property i. located. through Effective Date. It .hell commence with the earlie.t public recorda, or such later date a. may be customary in the county. upon closing of thi. Contract, the abatract shell become the property of Buyer, subJect to the r1ght of retention thereof by fir.t mortgagee until fully paid. (2) A title 1nsurance commitment issued by a Plor1da licensed title insurer agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyer'. title to Real Property, subject only to liena. encudlrance., exceptiODB or qualification provided in thi. Contract aZId those which shall be discharged by Seller at or before clo.ing. Seller shall convey a marketable title subject only to l1ena, encuå)rance., exceptions or qual1f1cation. .et forth in Contract, Marketable title .hall be determined according to applicable Title Standarda adopted by authority of The Florida Bar aZId 111 accordance with law, Buyer shall have 30 day., if ab.tract. or 5 days, if title commitment, from date of receiving evidence of t1tle to ex&m1n8 it, If title 1. found defective. Buy.r .hell, within 3 days thereaft.r, notify Seller in writing specifying defect(.). If the def.ct(.) render title unmarketable, Seller will have 30 day. from receipt of notice to remove the daf.ct(.), failing which Buyer shell, within Uv. (5) day. after expiration of the thirty (30) day period, deliver written notice to Seller either: (1) extending the ti_ for a reasonable period DOt to exceed 120 daye within which Seller .hall u.e diligent effort to remove the dehct. or (2) request ing a refund of depoait (s) peid which shall i~iately be returned to Buyer. If Buyer fail. to .0 notify Seller. Buyer shall be deemed to have accepted the title a. it then i.. S.ll.r .hell, if title i. found unmarketable, us. diligent effort to correct defect(.) in title within the time provided therefor, If Seller i. unabl. to t1mely corr.ct the defect., Buyer shell either waive the defect., or receive a refund of depo.it (.), thereby releasing Buyer and Seller from all further obligation under thi. Contract. .. PUltCIDSJI""" ~J øc:oarrY JlQIt---r '1'0 SIILLD, A purcha.e money mortgage aJId mortgage note to Seller .hell provide for a 30 day grace period in the event of default if a first mortgage and a 15 day grace period if .econd or le..er mortgage; shall provida for right of prepa~ in whole or in part without penalty; .hall permit accel.ration in event of transfer of the aeal Property; shall require all prior li_ and encuøtIrance. to be kept. in good .tanding and forbid IIIOdifications of or future advance. under prior mortgage (.); shall require Buy.r to maintain policie. of inøurance containing a .tandard mortgagee clauøe covering all i"l'rov.-nt. located on the Real property again.t fire aZId all peril. included within the terll\ ·extended coverage endorsements" aZId such otber riaka and peril. a. Seller may reaøcmakJly require, in an amount equal to their highe.t inaurabl. value; aZId the mortgage, note and s.cunty agreement .hall be othenrise in form and content required. by Seller; but Seller may only require clau... customarily found in mortgage., mortgage note., aZId s.curity agre_nts generally utilized by saving and loan in.titutions or .tate or national bank. located in the county wherein Real Property is located, All Personal property and lea_. b.ing conveyed or a.signed will, at Seller'. option, be subject to the lien of a security agreement eV1denced by recorded financing statements. If a balloon mortgage, the final payment vill exceed the periodic payment. ther.on, C. SUltVft, Buyer, at Buyer'. expenIIe, within ti_ allowed to deliver evidence of title, may have Real Property surveyed aZId certified by a registered Plorida surveyor. If the surv.y disclo.e. encroachments on the Real Property or that improv_nt. located thereon .ncroach on .etbac:k line., ea..DBr1ts, lands of other., or violate any re.triction., Contract covenant. or applicabl. governmental regulation. the aame shall conatitute a title defect. ~ ~;' ~a~'" ~..'. ...._s. ".lIia.... &l1a s, .e _U.a. . UTvn .. .hle ~.~ ~~ ~: ~ :;::s Real _s,e ,ea." 11) & I'l..U. Søftilie' 1'..' Søa...l ~e"'a. (·9IIe......·) ,!a !'-~~~~.!. !.~ ~~ ~ ~ ~l~--:.ï.:::: ~ :'~U.i_ .. .iøi1lla ......".. f IS 1- ...... "'e...U_ ia .be P",.~ II ~~ :: ".... ~_ 11 M.a . M:¡. I... ..... .. .i.._ ..UN ._..eel b~a ~~ ~~ ~~ ~~ ~! ;=::f-:~ ~i.~::: ~.~.., 11~ .1Ie BlaN". aM all "I' 3. ....a..... aM .......e' ~ ~ l~~~ ~~~ ~~ _ ~a M.. S;Le 11 Jla~ aU' as... d III''''~ ~ IF,!~~~ ~! ~l~ ~~~ ~. ~. !~ ~ ~:: ~ ~-;;;;.k ¡;¡ II e.U.-ee' ..... 811..&11 'M' .--e, ~U' .lIell ~ ~~ ~a~ &! ~a:~ !~~S ~a:::~: ~;;~ "f ffi'~~ :f~~ .1 e.aUa....'. ....... ..H.'. II~ ,a. "'8 ..in.. _!~~e. ~ S~~l:.~ H ~!:.. ~ e~~~' ~ a e v' _ .i.ea. aM nee!. e & a..ä. a. al..!.. aa ~ ~~~. !'~~~~~ ~~ !a~';.a~ :.:~ ;;.;;¡;;;; ;~ïl ¡;; ..e_1 ,. i.B81'*11e all ~e' tie....) 'III! e~8_ ..elll4ilfe. ~. Be ~e.8..t>e4 m~t".. thG PI.wiD pe.' S.....l Ael. .. .VT ~1.~ .. D1Q8U8 AIIJ ~8, Seller warrant. and represent. that there i. ingre.. and egre.. to the Re.l Property sufhc1.nt for the intended use as de.cribed in paragraph VI hereof, t1tla to which i. 1n accordance with Standard A, P. LJlABU, Sell.r shall, not le.s than 15 day. before closing, fumi.h to Buyer copie. of all written le..e. aJId e.toppel letter. from .ach tenant .pecifying the nature and duration of the tenant'. occupancy. rental rate., advanced rent and security depo.its paid by tenant. If Seller i. unable to obtain such letter from each tenant, the same informatLon shall be furnished by Seller to Buyer with1n that ti_ period 1n the form of a Seller'. afhdavit, and Buyer may thereafter contact tenant. to conf1rm such 1nformation. Seller shall, at clos1ng, de11ver and a..1gn all or1g1nal lea.es to Buyer. G. LID8. sell.r shall turnish to Buyer at t1me of clo.ing an atfidav1t attesting to the absence. unle.. otherw1se provLded for herein, ot any f1nancing statements, cla1ma of 11en or potential lienors known to Seller aDd further atte.t1ng that there have been no Lmprovement. or repair. to Property for 90 day. 1mmed1ately preced1ng date ot clos1ng. If Property ha. been improved, or repa1red W1thin that time, Seller shall de11ver release. or waiver. of mechanics' liena executed by all general contractor., subcontractor., supp11er., and mater1almen Ln addLtion to Seller'. 11en aff1davit sett1ng forth the name. of all such general contractors, subcontractor., suppl1er. and 'llBterialmen and further atfirnung that all charges tor 1"1'rovements or repairs wluch could serve a. a ba.L. for a mechanLc'. lLen or a cla1m for damage. have been pa1d or w111 be paLd at clos1ng ot th1. Contract. B. PLACI OP CLOS~' Clo.1ng shall be rAld 1n the county where Real Property 1. located, at the off1ce of the attorn.y or other clo.ing agent da.ignated by Seller. I. T~. In COmputLng t1me per10dø of le.. than SLX (6) day., Saturday., Sunday. and state or national legal hohday. shall be excluded. Any t1me per10dø provLded for here1n ",h1ch shall enA! on Saturday, Sunday or legal holLday shall extend to 5,00 p.m. of the next bUSLnes. day. Time i. of the ...&nce in thi. Contract, Page 4 of 6 " J. DOCUIID'1'8.oa CLOSDICJ, S.ll.r .hall furni.h deed, bill of ..le. cor18tructiOl1 lien affidavit. owner'. po..es.ion affidavit, assignment. of lea.es, tenant and mortgage estoppel lett.rs. and corrective in.trument.. Buyer shall furnish clo.ing .t.tement, mortgag.. mortgage not., security agr.ement. and financing statements. Jt. BUIIII.III DocuIIIentary .tall¡l. on the deed and recording corrective instruments shall be paid by S.ller, Documentary st~. and intangible tax on the purcha.. money mortgage and any mortg.g. a..umed. and recording of purchas. money mortgage to Seller. deed and financing st.tements shall be paid by Buyer, unle.. othen-ise provided by law or rider to this Contract. charge. for the following related title servic.., namely title or ab.tract charg., title examination. and settlement and cloaing fee. shall be paid by the party responsible for furnishing the title evidence in accordance with par.gr.ph IV. L. PJIOD'f1:01l1h aœDlft. Taxes. ......-nt.. rent. interest. in.BUrance and other expense. and revenue of Property shall b. pror.ted through day b.fore clo.ing, Buyer .hall have the option of taking ov.r any exi.ting pelicie. of insuranc., if asllUlMbl., in which event premi~ shall be pror.ted, ea.h .t clonng shall be 1ncre.sed or decreased .. may be required by proratior18 to be made through day prior to clo.ing or occupancy if OCCUpaDCy occurs before clo.ing. Advanc. rent and .ecurity deposits will be credited to Buy.r. B.cro" deposits held by mortgagee will be credited to Seller. Taxe. .hall be pror.ted ba.ed 011 the current year'. tax with due .llowance mad. for maxil1l1lll .llowable di.count, home.tead and other exemptiona. If clo.ing occur. at a date when the current year'. millage i. not fJ.xed, and current year'. a..e..ment is availabl.. tax.. will be prorated based upon such a..essment and the prior year'. mllage. If current year's .sse._nt i. not availabl.. then taxe. will be prorated on the prior year's tax. If there are con¡Jleted ill¡lrovement. on Real Property by January 1st of year of cloaing. which improv.ment. were not 1n existence on January 1st of the prior year, then taxe. .hall b. prorated ba.ed upon the prior ye.r'. millage and at an equitable a....sment to be agreed upon between the partie., failing which. reque.t will be made to the County Property Apprai.er for an informal a..e..ment taking into con.1deration available exemptiona, Any tax pror.tion ba.ed on an estimate shall. .t reque.t of either party. be readjusted upcm receipt of tax bill on condition that. .tat_t to that effect i. aigned. .t clo.ing. II. S~ UØB....rr LXIIII8. Certified. confirmed and ratified speci.l .s....ment liena a. of date of cloaing (not a. of Bffective Dat.) are to be paid by Sell.r. Pending liena .. of date of cloaing shall be ..sumed by Buy.r. If the improvement has been .ub.tantially coqll.ted a. of Bffective Dat., any pending lien .hall be cor18idared .. c.rtified. confirmed or ratified and S.ll.r shall, .t clo.ing, be charged an amount equal to the last ..timate of ......meAt for the ill¡lrov.ment by the public body. .. BlllPa~_...1Ia JM8 1II.L1f1~1 Selle.. ..Ir..... ,._.. as .. 18 ~. ,..ie.. ,. e1...... ,he ..il.... ..... (ia.l~inø ,~ I...i. ... .alli'.) ... eMae.iew ~ i....i.. wall., Ie Rt~.i.., ..awall. Caw e~i al...) ... de.l..!. .. 118' _ . ~ nISIBLJI ~·IBBII&II a. l.ai.., a.......T .. aw ..~8aæN.l t.wa.e .... a__ ake ...._i. ''''', ,..1, all ap,l!....., _.~ ..I.al ia._. Ma'i..., ...1..... .1e...i..al, JIIl.....i.1II!J .~.e._ aM _elØ..~ "B i. W9RHDJ; SQIISITIGIJ. 'AM feu!J.oLlI!J oa.,Ir_) eMU 8. U....U. .. eM oLe_ ..e.Ute. !lRae.. .e_lNise ,Ire i.llell ia _ rifT'" B~... RI&~. ., ~e..". 8I1J1e.... .. . i...e.'~." _11.. al ,..... it... BY . li_ .If iaAi i.&1N.l ..B.a.li.".... ~A he_ ia.,eeai... ... heljies .. a.~a'i.øal lie.... la.. .¥a. 'a..... (if r.~i~e~) er ~~ .. a~'w..wi&'.l~ li.e.... Plewi.. .8....e'.w. Btlt1.. .11&11. 'I!'ie~ .. ~..,'. .e......~ elr .., le.. .... 18 ..~ ,..ie.. as alesi.., hi_. elf ..~... Ii...., r.,a.. i.a uw"ai-s a. Selle. 8~.à ita.. ea., .. Be' ~e' ,~ ~. . aa ~-...... a. dele.'. Yal... B~a.. aiM1} wetee'. ....eII. .'..'., Bu.}.. BMll 11. .e...~ tI. w~. .i... Sel181'"8 _&......i..ø .. as 'elee'. M' ..a'81"... II w~i.... elf ...1aaeMe" a.a .e~i'8. ,. 8a.,1} Jiek .~. S'~~'. Selle. ...11 .&~.e ~ as ~. .... aM sball .~ .. sa ahe _... .N."... i.. PaJN.!lIf.,1I (~J. Sa11.. is Be' we....!... .. 1II.1I.a w.J.".. ... re.l.ea..... e' a ......i.. ...~.. ~... e.~... ~~ a "'e.' Sellew i. .....a..i.l. 'e we,ai.. ... we,l.... II ,.. 88.' .f ..I!I. walla!.. ... "8IJ1.8_.' ellaee" tàe ....... .1Nr'IPi'" ia "--1"'11. (11), JN~e.. e. Sellew ~ ale.' ,. 'A} ft... ...e.., la!liB!l _lii_ _"aka.. JI"'~ ~ a_.el .... Se"...e' It Salla" ia ....1. .. ea.w... ... "'ea.. ,.i.e. Ie .1..i8l" ,~ .... '~..81 .~11 ~. p.i.. '..e ....8W .. 81..'.. Selle. ~ll. Bfe. ..ea.ØR~18 ..aiea, '''8 11... "'''liei.e. a.Pli.s aM. ...... .. .... P...,...} 'a. iIH....!e... i..lwli., . valli .....111 ...i.. .. el..ía!, .. ..a.i... 'M' all i..... at Pe......l Plf.....~ alf. 8& 8M neal P.a,...} .... ."~ae' 's aM Is!!'elei." 'M' all ..e....il'e. If~ai... .... ...,la..lII4a.8 ha.a :lie.. .aM aM 'ha' 'II. P..,er'~, 'MllllilM.. aM Mi. li'-'.. '8, 1& _. .~~.~ .... ,eel, it aAf, Ba. a.ea ..i.'.iRetl ia ea. eaR.!i.!.. eMi.'illl! a. at EI.lf..'i a JiilaBe, 8l'ài..rJ _8al' aM ,.... 8118.'.. O. U8lt OW I.OSS, If the Property t. damaged by fir. or other caSUAlty before clo.ing and cost of re.toration doe. not exc.ed n of the ......ed v.luation of the Property 80 damaged, co.t of re.toration .hall be an oblig.tion of the S.ller and clo.tag shall proceed pursuant to the t.rms of Contract with r..tor.tion co.t. e.crowed .t clo.iDg, If the co.t of re.toration exceed. 3. of the asse..ed valuation of the improvement. .0 damaged. Buyer shall have the option of either taking Property as is. together with either the 3t or any insuranc. proceeda payable by virtue of such 10.. or damage. or of canceling Contract and rec.iving return of deposit!.). .. ~ o. ULI, CLOSIJIICI paoc:m~, Th. deed shall b. recorded upon cl.aranc. of funds. If an ab.tract of title has b.en furn1.hed. evidence of title shall be continued at Buyer'. expena. to show title in Buyer, without any encumbrance. or change which would rend.r Seller's title unmarketable from the date of the l..t evidence. All closJ.ng proceeds shall be held in escrow by S.ller'. attorney or other IIaItually acceptable escrow agent for a period of not more than 5 days after closing date. If Seller'. t1tle is rendered unmarketable, through DO fault of Buyer, Buyer shall, wlthJ.n the 5 day period. DOUfy Seller in writing of the def.ct and Seller shall have 30 days from date of rec.1pt of .ucb notification to cure the defect. If Seller fail. to timely cure the defect, all depo.1t(.) .hall. upon written demand by Buyer and W1.thin 5 day. after demand, be returned to Buyer and .illalltaneously wJ.th IUcn repayment, Buyer shall return Per.onalty and vacate Real Property and reconvey the Property to Seller by special w.rranty deed and b1l1 of sale. If Buyer fail. to make timely demand for refund, Buyer shall take utl. a. 1S. wa1ving all nght. aga1nat S.ller a. to any 1ntervening defect except a. may be available to Buyer by virtue of warrantJ.e. contained 1n the deed or bill of sale, If a portion of the purcha.e price J.s to be der1ved from in.t1tutJ.onal f1naDC1ng or ref1nancing, requJ.rements of the lendJ.ng 1nst1tut1on a. to place, tlme of day and procedure. for clo.1ng, and for di.bur.ement of mortgage proceeds .hall control over contrary provlsion In thJ.. Contract. Seller shall have the nght to require frOll! the lendJ.ng J.n&tJ.tut1on a wrJ.tten commitment that lt W111 not withhold dlsbursement of mortgage proceeds as a result of any title defect attrlbucable to Buyer-mortgagor The escrow and clo.ing procedure reqll1red by this Standard may be wa1ved 1f tJ.tle agent msure. adver.. matters pur.uant to SectJ.on 627.7841, P.S., a. amended. Q. BSCJtO'" Any ..crow agent ("Agent·) receiv1ng funds or equJ.valent 1. authoru:ed and agree. by acceptance of them to depo.1t thea promptly, hold same 1n escrow and. .ubJect to clearance, dJ.sburs. them in accordance with terms and COndJ.C1Cns of Contract. Fa1lure of clearance of funda srAll not excuse Buyer's performance. If 1n doubt a. co Agent'. dutie. or llabJ.lit1e. under the prov1sion. of Contract, Agent may, at Agent's cptlon, cont1nue to hold the subJect matter of the escrow until the pertus hereto agree to 1tS dJ.sbursement, or unt11 a Judgment of a court of competent Jur1sdict10n shall determine the rJ.ght. of the part1es or Agent ~y deposlt wlch the clerk of the C1rcu1t court rAvlng Jurlsd1ct10n of the dJ.spute. ~~n notlfYlng all partle. concerned of such act10n, all Page 5 of 6 · ' liability on the part of Agent ahell fully teraU,øate, except to the extent of accounting for any it_ pzwvi~ly delivered out of e.crow. It a licenøed real e.tate broker, Agent will COIIIIly with providona of Chapter 475, '.S" a. amended, Any .uit between Buyer a%I4 Seller where Agent ia IMðe . party bec:au.. of actiDg .. Jlgent hereuJ!der, or in any nit wherein Agent interplea.da the subject matter of the e.crow, Agent shell recover rea.onahle attorneys' fee. and cost. incurred with the.e amounU to be paid from and out of the escrowed funds or equivalent aM charged and aWllrded a. court coeu in favor of the prevailing party, The Agent sbAll not be liable to any party or person for mi.delivery to Buyer or seller of items subject to thi. escrow, unle.s such misdelivery is due to willful breach of Contract or gross negligence of Agent. .. A'ftOmmY""" CDft8. In ur¡ litigation, includil!g breach, eDrorc_t or 1l1terpretation, ari.iDg out of thi. Contract, the prevailing party in such litigation which, for tbe pupase. of this stAlldard, ahall include Seller, Buyer, and any brokers acting in agency or nonagency relationahip. autbcrized by Chapter "'5, P.S., a. ameJIde<\., .ball be entitled to recover from the non-prevailing party reasonable attorney'. fee., co.t., and expense., s. J'UL'DUI OJ' PDJ'ODUCII. If Buyer faU. to perf Oral thia Ccntract within the tia8 øpec:ified (including pa)'lllill1t of all depo.it (.) ), t:be ðepoait (.) paid by Buyer a%I4 ðepoait (.) agreed to be paid, may be recovered and retaiœd by or for the aCCO\U1t of Seller aa agreed upon liquidated damagee, consideration for the execution of thi. Ccntract and in full .ettlement of any claima; whereupon, Buyer and Seller sball be relieved of all Obligationa under Contract; or Seller, at SeUer'. option, may proceed in equity to enforce SeUer'. rights under thi. Contract. If, for any reason other than failure of Seller to make Seller'. title marketable after diligent effort, Seller fail., neglect. or refuses to perf Oral thi. Contract, the Buyer may .eek specific performance or elect to receive the return of Buyer's deposit(.) without thereby waiving any action for damage. reaulting from Seller'. breach. T. <XIII'1'JIAC'1' JIO!' ~"."., ~ IIOtIIIDJ 110'1'%01. Neither this Ccntract nor any notice of it sbAll be recorded in any public recorda. Thi. COntract .ball b~Dd and ~nure to the benefit of the partie. and their .ucce..or. in intereat. 1Ihenever the context perlllita, dngular sbAll include plural and one gender sball include all. llotice given by or to the attorney for any party sball be a. effective as it given by or to that party, u. CCIIVrlUCII. Saller .ball convey title to Real Property by .tatutory _1'ranty, t=-t_'., per_l repre.entatlve'. or g\l&rdian'. deed, a. appropriate to the .tatue of Seller, aubject only to matters c:ontaiDed in paragraph VI a%I4 tho.. otherwi.e accepted by Buyer. Personal hoperty shall, at request of Buyer. be transferred by an abeolute bill of nl. with warranty of title, subject only to .uch matters as may be otherwi.. provided for herein. V. OTBD. lt~----rs. No prior or pre.ant agr.ement. or representatiol1ll shall b. blading upon Buyer or Seller unle.. included in thi. Contract. No IIIOcSification or change in this Contract sball b. valid or biDding upon the partiee unte.s ~n writing and executed by the party or partiee intended to be bound by it. If. IfAJIJtAJI'1'IU. Sellar warrant. that there are no fact. kno_ to Seller _terially affecting the value of the Property which are not readily observable by Buyer or which have not been di8closed to Buyer. Page 6 of 6 " c~,· C' LEGAL DESCRIPTION PARCEL 1 A pmel of land lyiDa in Sectiœ 18, Townabip 46 South. Ranae 43 But. City of Delny Beach. Palm Belch County. Florida, said parcel being more puûcularIy described II foUows: CO It tile NortIIeut comer of said Secti0l118; THBNCB with. beIriDa of South ooa 30' the But liDo ofSecâoD 18. a diIIIoce 01690.00 feet to. poiDt; THBNCB wi1h a 8~ 30' 00" Wat,a diåDce of 264.00 feet to a point; THBNCB with a beIriDø ofSoud1 But. alona a IiDe 264.00 feet West of aad pIrIIIel to tile But tine of Section 18,. . .24 feet to a poiDt; 11ŒNCE with. bearina of South 3r S3' S7" West, I CÜSbIDœ of to I poÎDt or curvature; THENCB with a curve to the left, bavinal radiua of 632.00 Cat. !Il 21 S.OO feet to the POINT OF BEGINNING; nmNCE with I bearing of South en- SO' I diS1IDCe 0(399.94 foct to a point; 11IENCB with a bearina ofSouCh 2r 58' 54· West,' ofSI.OS feet to a point; THENCB with a bearin& of South 81· 46' 47" West, a disÞßCl'l feet to a ~ THENCE with a bearia& of North ooe 30' 00" West. a distaDce 01629.54 feet:EiDt; TIŒNCB with a bcarin¡ ofNortb S9- 30' 00" But, a diItaDCe or 97.15 fcet to a point; wilhacurveCODClve totbe West, bavinaan initial tanpmbearing of South .,. 04' 59" Eat; of 541.40 feet. a central angle of 16· 21' S6·. an arc leagtb of 154.64 feet to I point; ~ of South 7f}-19' 23" Bast. a distance of 15.62 feet. more 01' less. to the POINT Con~i.49, 373 squan: feet, ~ and subject to easements anc1 righCS-Of.way ofRCOrd. PARCEL 2 ~ A pII'CCII of lIDd IyiDa ia SectiCI118, ~ Palm Be8ch ~. Florida, said parcel 46 Soutb, Rm¡e 43 But, City orDelray Beach, particularly dcsçribcd as foUow¡: o COMMENCING at die Northeast comer of 30' 00· Bur, aJoD¡ the But tiDe of Scctioa 18, . a bearina ofSouda 89' 30' 00" West, . d~ 0 of South ooe 30' 00· Bast, along . fiDe lyiua 264. Section 18,. distInc:c of 670.10 feet to. point; nŒN . distance of 172.85 feet to . point; 11ŒNCE with a of30,OO feet to a point THENCE with a bearina ofSoutb to the POINT Of BEGINNING; TImNCB with a bearin¡ f S 1.99 feet to. poim; THENCE with.. bearin& of south 13- a point; 11ŒNCE with a curve CODCave to the Southwest, he . 14· 33' 49" But, I radius of 541.40 feet, a central anøle of (w 1 to . point; TIIENCB with a bcariDø of South 89' 30' 00" West, a THENCE with a bearinl of North 00' 30' 00" West. a distaDce 0 widl a bclriDl of South 89'16' OS· But, a dÌItIIK:e of 15.28 feet, IDOle BEGINNING. 8; THENCE with a bcarina of South 00- 690.00 feet to a point; THENCE with to a point; THENCE with a bearing est of and parallel to the But tine of a bearing of North 89' 17' II" West, 8~ 16' OS" West, a distance 00" East, a distance of 549.97 feet 89" 16' OS" East, a distance of a distance of83.23 feet to .. tang cot bearing ofSoutb an arc length of 58.45 feet of97.11 feet to a point; to a point; THENCE to the POINT OF , . " (' C' , ContaitJift8 11.540 square feet PARCEL 3 A peœel of laud IyiDø in SectioD 18, TOWDIbip 46 Soutb, RaD¡e 43 East. City of Dekay Beach. Palm Bach County, Florida, said parcel beina more palticu1ar1y described u tòllows: at the Northeut ccmcr of said SectiOllI8; THENCE with a baring ofSoutb ()OI the But IiDe ofScctiOD IS, a diItaDCe of 690.00 feet to a poiDt; THENCB willa S,. 3Cr 00· Weat, a ~ 01264.00 feet to a poiDt; 'I1ŒNCB willa a bearina 00- But. aloua . tiDe 1yiDa 264.00 feet Welt or ad parallel to the Eat tiDe of of 610. 10 feet to 1 poiDt; 11ŒNCB with. bcIriDa ofNorth . 17' 11· West. feet to the POINT OF BBGINNING¡ 11IENCB with. beariD& ofSoutb C)OIJ(1 f 4S3.54 feet to a point; 11ŒNCE with. curve concave to the East. haYing In ~ 58 4311 But. . radius 0125.00 feet, a ceatnJ an¡Ie of 1]- 07' 13·, an arc ìDI; 11ŒNCB with 1 beariD¡ ofSoudlI3" 30' 3911 But, . distance of93.70 feet to a point; . a bearina of North . 16' OS· Wat, . di8IaDœ of 51.99 feet to a poiJd; 1HBNCE' . ofNorda ()OI 30' 00" Welt, . diåDœ of 549.97 feet to a poiId; 11ŒNCB widi a~ . 16' OS" Bast, . clistnœ ot30.00 feet. IDOIe or lea, to the POINTOF' BEG&.nn.u~ Cœålin"'ø 17.s33 sqare ~ - PAR.CBLS 2 &; 3 contain a ~ 073 aquaæ feet. S1IhjeoItÐI16IbotRai_1I'ICk~1brDiln>od_ beiøamoreparticuhulydeocribed u foUowa: COMMENCING at the Na1beut Sectioa IS; 1HBNCE with. beIriD& of South ()OI 30' 00" East. atona the But 1iDe of . of 6§þQ.OO feet to a point; nœNCB with a bearinø of SouG1 8~ 30' 00- West, a . .00 feet to a point; 11ŒNCB with a beuina of South 00- 30' 00- East. a10na 1 line lyiaa ret West of IDd parallel to the East line of . Secûoa 11.adiatanceof670.10feettoapoiDC; . abeariDøofNorth8~ 17' 11· West. a distaDce or 112.15 teet to. poiDt¡ THENCB ofSoutb 00- 30' 00- Bast. a diS1aDee or222.16 feet to the POINT OF BEGINNING of of 16 foot IracIt easement; 'lHENCE with. belrinl of South 00- 30' 00" But. a distaDce to a point; THENCE with a curve CQGCIve to 1be NØI1basI. havinø an initial taDpIIt North 2s- 23' 411t West ofndius of 924.65 feet, a central angel of 0411 51' 5S-, an arc length to a point; nŒNCB with a bearing of North 00- 30' 00· West, a distance of SO.31 a point; THENCE with a curve coøcave to the Northeast; having an initial tangent bcarina ~!~ 1.,. 32' 49- East, a radius of 908.65 feet, . central angle of OS- 34' 34" East, an arc len~~.43 feet, more or less. to the POINT OF BEGINNING. ~ ~ " , ...- , C~· C· , ,." (.. :: CONTAINING 1,330 &qUIIe feet, mare GI' lea ALSO, subject to ~ of mar- IIId ep:II OWI'the au.dwq located 011 the bereiDabove dcscn"bed Parœl2 ad 3 far the puIpOIe of ICCeII to the team track West of saicI property, for 10 10lIl . said tncb remain ia place. ADd theø is fiu1ber raervecI to Amtrak IDd the public, aD easeaat iD¡raI aDd epaI ova' saicllOIdway for the purpoae of IcceII to the pracat AmInk laci1ity dIcreaa. o o ~ [IT' DF DELIAY IEA[H CITY ATTORNEY'S OFFICE ::'00 N\V ht AVE:\lT' DELRAY BEACH. FLORIDA 33444 TEl [PHO'\iE :'ih 1/::'43-70YO . F....C';I\lILE 5fd/::'78-47:'i5 DELRAY BEACH F LOll I D ... DaaII All-America City Writer's Direct Line: 561/243-7091 " III! DATE: 1993 TO: 2001 MEMORANDUM February 24, 2005 City Commission David Harden, City Manager FROM: Susan A. Ruby, City Attorney SUBJECT: 80 Depot Avenue Bill Plum submitted an offer to buy the above property for $1 ,400,000.00. We have received a counter-offer to sell the above property for $1,575,000.00. The contract provides that the City will have ninety (90) days to conduct due diligence inspections of the property. Please place this contract on the March 10, 2005 Special Meeting agenda, q¡¡fl¡ Attachment Cc: Chevelle Nubin, City Clerk Bill Plum Sf-a.- RESOLUTION NO, 9-05 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO PURCHASE FROM SELLER 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 SELLERS AND THE CITY OF DELRAY BEACH, FLORI DA. WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain property located at 80 Depot Avenue, Delray Beach, Florida, to provide land for public purposes; and WHEREAS, the Seller hereinafter named desires to sell the property hereinafter described to the City of Delray Beach Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for the purpose described above, 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 from Trackside Brothers LLC, as Seller, land for public purposes, for the purchase price of One Million Five Hundred and Seventy-Five Thousand Dollars ($1,575,000,00) or a lesser amount as determined by the City Commission and other good and valuable consideration; said parcel being more particularly described as follows: 18-46-43, The part of south % of east NE ~ lying east of and adjacent to SAL RIW, 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. PASSED AND ADOPTED in regular session on the day of ,2005. MAYOR Attest: City Clerk CONTRACT FOR SALE AND PURCHASE PARTIES: TRACKS IDE BROTHERS LLC, a Florida limited liability company("Seller"), of 3 Ocean Harbour Circle, Boynton Beach, FL 33435, and CITY OF DELRAY BEACH, a Florida municipal corporation, ("Buyer"), of 200 NW 1st Avenue, Delray Beach, Florida 33444 (Phone: 561-243-7090), hereby agree that the Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively "Property") upon the following terms and conditions, which INCLUDE the Standards for Real Estate Transactions ("Standard(s) ") on the reverse side hereof or attached hereto and riders and any addenda to this Contract for Sale and Purchase ("Contract"). I. DESCRIPTION: (a) Legal description of the Real Property located in Palm Beach County, Florida: See Legal Description attached hereto Property Control No, 12-43-46-18-00-000-1440 & 1290 (b) Street address, city, zip, of the Property is: 80 Depot Avenue, Delray Beach, Florida (c) Personal Property: II. PURCHASE PRICB: "......"".,..,..".."......",. PAYMENT: $1,575,000,00 (a) Deposit(s) to be held in escrow by Robert W. Federspiel, P.A. in the amount of $ 78,750.00 (b) Balance to close (U.S. cash, LOCALLY DRAWN certified or cashier's check), subject to adjustments or prorations TOTAL $ $ 1,496,250,00 1,575,000.00 III. TIME FOR ACCEPTANCB; EFFECTIVE DATE; FACSIMILE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before February 25, 2005, the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The date of Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. A facsimile copy of this Contract and any signatures thereon shall be considered for all purposes as originals, IV. TITLE EVIDENCE: Within ten (10) days from the satisfaction of all contingencies set forth in Section XI of the Addendum to this Contract, (CHECK ONLY ONE): ~Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney; OR _Buyer shall at Buyer's expense obtain (CHECK ONLY ONE): ____abstract of title or ~ title insurance commitment (with legible copies of instruments listed as exceptions attached thereto) and, after closing, an owner's policy of title insurance, V. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered ninety (90) days from the Effective Date, 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 Page 1 of 6 appearing on the plat or otherwise common to the subdivision; public utility easements of record (easements are to be located contiguous to Real Property lines and not more than 10 feet in width as to the rear or front lines and 7-1/2 feet in width as to the side lines, unless otherwise stated herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any (if additional items, see addendum); provided that there exists at closing no violation of the foregoing. VII. OCCUPANCY: Seller warrants there are no parties in occupancy other than Seller; Seller shall deliver occupancy of Property to Buyer at time of closing, VIII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSIGNABILITY: (CHECK ONLY ONE): Buyer (1) may assign and thereby be released from any further liability under this Contract; may assign but not be released from liability under this Contract; or ~may not assign this Contract. X. DISCLOSURES: (a) Radon is a naturally occurring radioactive gas that, when accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding Radon or Radon testing may be obtained from your County Public Health unit, (b) Buyer may have determined the energy efficiency rating of the residential building, if any is located on the Real Property. (c) If the Real Property includes pre-1978 residential housing then Paragraph Error! Reference source not found. is mandatory. XI. SPBCIAL CLAUSES; ADDBNDA: If additional terms are to be provided, attach addendum and CHECK HERE X --------- CITY OF DELRAY BEACH TRACKS IDE BROTHERS, LLC By: By: Buyer Date Seller Date Tax ID No. Tax ID No. Deposit(s) under Paragraph II (a) received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE: ROBERT W, FEDERSPIEL, P,A. By: BROKER'S FEE: The brokers named below, including listing and cooperating brokers, are the only brokers entitled to compensation in connection with this Contract: Name: Cooperating Brokers, if any Listing Broker Page 2 of 6 ADDENDUM TO CONTRACT FOR SALB AND PURCHASE SELLER: TRACKS IDE BROTHERS, LLC, a Florida limited liability company BUYER: CITY OF DELRAY BEACH, a Florida municipal corporation PROPERTY ADDRESS: 80 Depot Avenue, Delray Beach, Florida XI. SPECIAL CLAUSES; ADDENDA (Continued): A. The Buyer shall have ninety (90) calendar days from the Effective Date 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 Contract at any time during said period for any reason or no reason, in Buyer's sole discretion, whereupon Buyer shall receive a full refund of all deposit monies paid hereunder. Buyer shall be granted reasonable access to the premises to conduct such feasibility studies and determinations, including environmental assays, core drilling, surveys, soil sampling and other such testing, B. This Contract is expressly contingent and conditioned upon the approval of the same by the City Commission of the City of Delray Beach within forty-five (45) days of the Effective Date. SELLER'S INITIALS: BUYER'S INITIALS: Page 3 of 6 STANDARDS FOR RBAL BSTATB TRANSACTIONS A. EVIDENCE OF TITLE: (I)An abstract of tltle prepared or brought current by a reputable and eXlstlng abstract flrm (If not eXlstlng then certlfled as correct by an existlng flrm) purportlng to be an accurate SynOpS1S of the lnstruments affectlng tltle to Real Property recorded In the publlc records of the county whereln Real Property lS located, through Effectlve Date It shall commence wlth the earllest publlc records, or such later date as may be customary In the county. Upon closlng of thlS Contract, the abstract shall become the property of Buyer, subJect to the rlght of retention thereof by flrst mortgagee unt11 fully pald (2) A tltle lnsurance commltment lssued by a Florlda 11censed tltle lnsurer agreelng to lssue to Buyer, upon record1ng of the deed to Buyer, an owner's POllCY of tltle lnsurance In the amount of the purchase prlce, lnsurlng Buyer's tltle to Real Property, subJect only to 11ens, encumbrances, exceptl0ns or quallflcatl0n provlded In thlS Contract and those WhlCh shall be d1scharged by Seller at or before closlng. Seller shall convey a marketable tltle subJect only to 11ens, encumbrances, exceptl0ns or quallf1catlons set forth In Contract. Marketable tltle shall be determlned accordlng to appllcable Tltle Standards adopted by authorlty of The Florlda Bar and In accordance wlth law. Buyer shall have 30 days, lf abstract, or 5 days, lf tltle commltment, from date of rece1vlng eVldence of tltle to examlne lt, If tltle lS found defectlve, Buyer shall, wlth1n 3 days thereafter, not1fy Seller In wrlt1ng speclfYlng defect(s) If the defect(s) render tltle unmarketable, Seller wl11 have 30 days from recelpt of notlce to remove the defect(s), fal1lng WhlCh Buyer shall, wlthln flve (5) days after explratlon of the thlrty (30) day perlod, dellver wrltten notlce to Seller elther: (1) extendlng the tlme for a reasonable perl0d not to exceed 120 days wlthln WhlCh Seller shall use dl1lgent effort to remove the defects, or (2) requestlng a refund of deposlt (s) pald WhlCh shall lmmedlately be returned to Buyer. If Buyer falls to so notlfy Seller, Buyer shall be deemed to have accepted the tltle as lt then lS Seller shall, lf tltle 1S found unmarketable, use dl1lgent effort to correct defect(s) In tltle wlthln the tlme provlded therefor. If Seller lS unable to tlmely correct the defects, Buyer shall elther walve the defects, or recelve a refund of deposlt (s), thereby releas1ng Buyer and Seller from all further obllgat10n under thlS Contract B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A purchase money mortgage and mortgage note to Seller shall provlde for a 30 day grace period ln the event of default lf a flrst mortgage and a 15 day grace perlod lf second or lesser mortgage; shall provlde for rlght of prepayment ln whole or ln part wlthout penalty; shall permlt acceleratlon ln event of transfer of the Real Property; shall requlre all prlor 11en and encumbrances to be kept ln good stand1ng and forbld modlf1catl0ns of or future advances under prlor mortgage(s); shall requlre Buyer to malntaln pollcles of lnsurance contalnlng a standard mortgagee clause cover1ng all lmprovements located on the Real Property agalnst flre and all perl1s lncluded wlthln the term "extended coverage endorsements" and such other rlsks and perl1s as Seller may reasonably requlre, 1n an amount equal to thelr hlghest lnsurable value, and the mortgage, note and securlty agreement shall be otherwlse ln form and content requlred by Seller; but Seller may only requlre clauses customar11y found ln mortgages, mortgage notes, and securlty agreements generally ut111zed by savlng and loan lnstltutlons or state or natl0nal banks located ln the county whereln Real Property lS located All Personal Property and leases be1ng conveyed or asslgned wl11, at Seller's optl0n, be subJect to the 11en of a securlty agreement eVldenced by recorded flnanclng statements If a balloon mortgage, the flnal payment wl11 exceed the perlodlc payments thereon. C. SURVEY: Buyer, at Buyer's expense, wlthln tlme allowed to dellver eVldence of title, may have Real Property surJeyed and certlfled by a reglstered Florlda surveyor If the survey dlscloses encroachments on the Real Property or that lmprovements located thereon encroach on setback 11nes, easements, lands of others, or vlo1ate any restrlct10ns, Contract covenants or appllcable governmental regulatlon, the same shall constltute a tltle defect S. TERlIITES, Bu}er, at B,,}er's e"peRse, ..lÜI1R tufte alls\led ts àell.er e.làeRee sf tltle and ts e"alftlRC SafIIe, fila} Ra. e Real P.-spe.-t) lRspeeted a) a Fla'-làa Ce.-tlf1eà Pest CeRt.-al O!,e.-atar ("Ü!'erata.-") ta detel'ffllRe 1f tRe.-c lS a,,? Y1Slale aetl e te..lftlte lRfestatlsR a.- lSlale eJ'lstlR§ àalfta§e f.-sift te.-mlte lRfestatlaR lR tRe P.-opert) If eltRe.- ar aatR a.-e fSIiRd, BIi)er '..111 Ra.e 1 da,s f.-am date af ..'-ltteR Ratlse tRereaf \ntR1R RleR te Ra.e sast af treatmeRt, lf .-e~lreà, eet111lated a} tRe O!,erater aRd all dallla§e lRs!,eeted aRd estlmateà a} a 11eeRsed a"11der ar §eRe.-al eeRt.-aeter 8eller shall pal .alld eests of treatffieRt aRà repal'- of all dama§e ill' te tRe amaliRt pro.lded lR Pa.-a§.-apfi (a) If eetlmated eeats eJEoeeà tRat aRIÐliHt, 8",)e.- eHall Ra e tRe aptleR of eaReehR§ tR1S CeRt.-aet ..ltR1R S àa)Elãfte.- .-eeelpt of seRtraeta.-'s re!,a1r 8st1mate a) §l.lR§ .'-ltteR Retlee to 8elle.- e.- B"le.- mal eleet to preeeed l1tR tRe t.-aRsastleR, aRà .-eeel e a e.-eàlt at elaelR§ aR tRe affiBliRt pro.lded lR Pa.-a§rapR (a) "Termltss" sRall ae àeemeà to lRsltlde all \lseà àestrO)lR§ o.-§aR1sllls .-eE!>ll.-eà to ae re!,orteà "Rde.- tRE Flenïïã Pest CORt.-el ~et, as allleRdeà E. INGRESS AND EGRESS: Seller warrants and represents that there lS lngress and egress to the Real Property sufflClent for the lntended use as descrlbed In Paragraph VI hereof, tltle to WhlCh lS ln accordance wlth Standard A F. LEASES: Seller shall, not less than 15 days before closlng, furnlsh to Buyer coples of all wrltten leases and estoppel letters from each tenant speclfYlng the nature and duratlon of the tenant's occupancy, rental rates, advanced rent and securlty deposlts pald by tenant If Seller lS unable to obtaln such letter from each tenant, the same lnformatl0n shall be furnlshed by Seller to Buyer wlthln that tlme perlod ln the form of a Seller's affldavlt, and Buyer may thereafter contact tenants to conflrm such lnformatl0n Seller shall, at closlng, dellver and asslgn all orlglnal leases to Buyer. G. LIENS: Seller shall furn1sh to Buyer at tlme of closlng an affldavlt attestlng to the absence, unless otherwlse provlded for hereln, of any flnanclng statements, clalms of 11en or potentlal 11enors known to Seller and further attestlng that there have been no lmprovements or repalrs to Property for 90 days 1mmedlately precedlng date of closlng If Property has been lmproved, or repalred w1thln that t1me, Seller shall dellver releases or wa~vers of mechan1cs' l1ens executed by all general contractors, subcontractors, suppliers, and mater1almen 1n addltl0n to Seller's 11en affldavlt settlng forth the names of all such general contractors, subcontractors, suppllers and materlalmen and further afflrmlng that all charges for lmprovements or repalrs WhlCh could serve as a basls for a mechanlc's 11en or a clalm for damages have been pald or wl11 be pald at closlng of thlS Contract H. PLACE OF CLOSING: Closlng shall be held ln the county where Real Property lS located, at the offlce of the attorney or other closlng agent deslgnated by Seller I. TIME: In computlng tlme perlods of less than SlX (6) days, Saturdays, Sundays and state or natlonal legal holldays shall be excluded. Any tlme perlods provlded for hereln WhlCh shall end on Saturday, Sunday or legal hollday shall extend to 5 00 p,m. of the next buslness day. Time is of the essence in this Contract. Page 4 of 6 J. DOCUMENTS FOR CLOSING: Seller shall furnish deed, bill of sale, construct~on l~en aff~dav~t, owner's possess~on aff~dav~t, ass~gnments of leases, tenant and mortgage estoppel letters, and correct~ve ~nstruments Buyer shall furn~sh clos~ng statement, mortgage, mortgage note, secur~ty agreement, and f~nanc~ng statements K. EXPENSES, Documentary stamps on the deed and record~ng correct~ve ~nstruments Documentary stamps and ~ntang~ble tax on the purchase money mortgage and any mortgage purchase money mortgage to Seller, deed and f~nanc~ng statements shall be pa~d by Buyer. by law or r~der to th~s Contract, charges for the follow~ng related t~tle serv~ces, charge, tltle examlnat~on, and settlement and closlng fee, shall be pa~d by the party the tltle ev~dence ~n accordance w~th Paragraph IV. shall be pa~d by Seller assumed, and recordlng of Unless otherwlse provlded namely t~tle or abstract responslble for furn~sh~ng L. PRORATIONS; CREDITS: Taxes, assessments, rent, lnterest, ~nsurance and other expenses and revenue of Property shall be prorated through day before clos~ng. Buyer shall have the opt~on of tak~ng over any ex~st~ng pollcles of ~nsurance, If assumable, In wh~ch event prem~ums shall be prorated Cash at clos~ng shall be ~ncreased or decreased as may be requ~red by prorat~ons to be made through day pr~or to clos~ng or occupancy If occupancy occurs before clos~ng Advance rent and secur~ty depos~ts w~ll be credlted to Buyer. Escrow depos~ts held by mortgagee wlll be cred~ted to Seller. Taxes shall be prorated based on the current year's tax w~th due allowance made for max~mum allowable d~scount, homestead and other exemptlons. If clos~ng occurs at a date when the current year's m~llage ~s not f~xed, and current year's assessment ~s ava~lable, taxes wlll be prorated based upon such assessment and the prlor year's mlllage. If current year's assessment ~s not ava~lable, then taxes wlll be prorated on the pr~or year's tax If there are completed lmprovements on Real Property by January 1st of year of closlng, wh~ch lmprovements were not ~n eXlstence on January 1st of the pr~or year, then taxes shall be prorated based upon the prlor year's m~llage and at an equ~table assessment to be agreed upon between the part~es, fall~ng wh~ch, request wlll be made to the County Property Appra~ser for an ~nformal assessment tak~ng ~nto cons~derat~on ava~lable exemptlons Any tax proratlon based on an estlmate shall, at request of e~ther party, be readJusted upon rece~pt of tax b~ll on condltlon that a statement to that effect lS s~gned at closlng. M. SPECIAL ASSESSMENT LIENS: Cert~fled, conflrmed and rat~f~ed spec~al assessment l~ens as of date of closlng (not as of Effectlve Date) are to be pald by Seller Pend~ng llens as of date of clos~ng shall be assumed by Buyer If the ~mprovement has been substantlally completed as of Effectlve Date, any pend~ng l~en shall be cons~dered as certlfied, conflrmed or rat~f~ed and Seller shall, at closlng, be charged an amount equal to the last est~mate of assessment for the lmprovement by the publlc body. 11 INSPECTION, REPAIR AIm !IAI!I'l'ElWIGB. 8eller ..arrasts tRat, as sf Ie da} s ~r~sr ta eles~ng, tRe eelllng, rsaf (lsel>¡dlsg tRe fasela and soff~te) asd e][ter~SF asd ~Rter~ar ..aIle, fotindat~an, sea .alls (sr e~n.alest) asd daeJEage da Bet Ra e aB} VI8IBLE EVIDEUCE af lealts, ater damage ar strtiettiFal damage asd taat tae se~t~e taRlE, paal, all a~~l~asees, æeeflasleal ~teæs, Reat~sg, eaal~ng, eleetr~eal, phHl"'"Sg s}stems asd maeR~Rer} are lS \10RKINC CONDITIOU TRe faFegalsg ..arrant} sRall Be 11Ruted ta tRe ~temB Bpee~f~ed usleBs atRel"l1se ~Fa. ~ded ~s aR addendum BtiJer mal' at Buyer's e][~ense, Ha e lss~ectlase made af taase ~tems B} a f~rm or ~sdl.ldual s~ee~al~e~sg ~R flame lnspeet~oss asd Raldlsg aR seeu~atlenal l~eeRse faF sueR ~"r~aBe (~f re~~red) or ey as a~~Fs~F~atel} lleeRsed Flor~da eontraetaF BH}eF sRall, ~rlar to Bu}er's aee"I'ans} ar Bat lcss thaR Ie da}s ~r~ar ta sleslsg, ..H~eRe.er aeeUFS flrst, report ~s ..rltlBg ta 8elleF BtieR lteme tRat da sst meet tRe aBa.e staBdards as to defeets UHless B..}er tlmel} reparts s"eR defests, BU}eF Bflall Be deemed ts Ra.e ..al ed 8eller's ..arraRt~ee ae te defeets RSt Fe~srted If repa~rs or Fe~laeemeRt aFe Fe~~red to eampl} ..~tR ta~s 8tasàard, 8eller saall eause tRem ta ee made asd sRall pal up to the amaust ~rs .lded ~s Paragraph _ (e). BelIeF lS sat reEpnrcd te malee Fe~a~Fs SF re~lacemests af a caemet~e nat"Fe ..sIess saused B} a defect CelleF ~s Fes~sRslele to rcpa~r or replaee. If tRe esst af sueR repalr or replaeemeRt eJEeeeds tRe amsunt pro. ~ded lS raragra~R (e), BI>} eF sr Beller mal eleet te ~a} sueR £JEacss, fa~l~n", ..alah e~tReF ~aFt} ilia} sancel th~e Castraet. If 8eïl8i ~s uRaelc ts aarrcet tRe defeets ~r~ar ta elas~ng, tae aast tReFasf sRall ee ~a~d ~Rta esera" at sles~s", Beller saall, tipen reasonaBle net~se, pra,~de utll~t~es se" ~se asd aeeese ta the PrspeFt} fSF lss~cet~oss, ~neludu'g a ..aIle tRFa..gR ~FlSF to elss~B!J, te easf~Fm tRat all ~tems af PersaRal rra~eFt} aFe ss tHe Real Prapert} and, s"BJeet ts tRe farege~ng, tRat all n:~~rcd repa~rs asd Fe~laeementB Ha.c eceR madc and tRat tfle Prs~eFt}, ~sclud~n", Btit not l~m~teà ts, la IB, BRr"BBCr} asd paBl, ~f as}, Ras BCCS ma~nta~scd lS tfle esndìt~ss eJEìst~s", as af ¡:;ffcet~.e Date, eFdlSaF} 'ear and teaF e][ee~ted O. RISK OF LOSS: If the Property lS damaged by flre or other casualty before closlng and cost of restoratlon does not exceed 3\ of the assessed valuatlon of the Property so damaged, cost of restoratlon shall be an obllgatlon of the Seller and closlng shall proceed pursuant to the terms of Contract wlth restoratlon costs escrowed at closlng. If the cost of restoratlon exceeds 3\ of the assessed valuatlon of the improvements so damaged, Buyer shall have the optlon of elther taklng Property as lS, together wlth elther the 3\ or any lnsurance proceeds payable by vlrtue of such loss or damage, or of cancellng Contract and recelving return of deposlt(s) P. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds, If an abstract of tltle has been furnlshed, eVldence of tltle shall be contlnued at Buyer's expense to show tltle In Buyer, wlthout any encumbrances or change whlch would render Seller's tltle unmarketable from the date of the last eVldence All closlng proceeds shall be held In escrow by Seller's attorney or other mutually acceptable escrow agent for a per~od of not more than 5 days after closlng date. If Seller's tltle lS rendered unmarketable, through no fault of Buyer, Buyer shall, wlthln the 5 day perlod, notlfy Seller In wrltlng of the defect and Seller shall have 30 days from date of recelpt of such notlflcatlon to cure the defect. If Seller fa~ls to tlmely cure the defect, all deposlt (s) shall, upon wrltten demand by Buyer and wlthln 5 days after demand, be returned to Buyer and slmultaneously wlth such repayment, Buyer shall return Personalty and vacate Real Property and reconvey the Property to Seller by speclal warranty deed and blll of sale. If Buyer falls to make tlmely demand for refund, Buyer shall take tltle as lS, walvlng all rlghts agalnst Seller as to any lntervenlng defect except as may be ava~lable to Buyer by vlrtue of warrantles contalned In the deed or blll of sale If a portlon of the purchase prlce lS to be derlved from lnstltutlonal flnanclng or reflnanclng, requlrements of the lendlng lnstltutlon as to place, t~me of day and procedures for closlng, and for dlsbursement of mortgage proceeds shall control over contrary provlsion In thls Contract Seller shall have the rlght to requlre from the lendlng lnstltut~on a wrltten commltment that It wlll not wlthhold dlsbursement of mortgage proceeds as a result of any tltle defect attrlbutable to Buyer-mortgagor. The escrow and closlng procedure requlred by thls Standard may be walved If tltle agent lnsures adverse matters pursuant to Sectlon 627.7841, F.S., as amended Q. ESCROW: Any escrow agent ("Agent") recelvlng funds or equlvalent lS authorlzed and agrees by acceptance of them to deposlt them promptly, hold same In escrow and, subJect to clearance, dlsburse them In accordance wlth terms and condltlons of Contract. Fallure of clearance of funds shall not excuse Buyer's performance. If In doubt as to Agent's dutles or llabllltles under the provlslons of Contract, Agent may, at Agent's optlon, contlnue to hold the subJect matter of the escrow untll the partles hereto agree to ltS d~sbursement, or untll a Judgment of a court of competent Jurlsdlctlon shall determlne the rlghts of the partles or Agent may deposlt wlth the clerk of the Clrcult court havlng Jurlsdlctlon of the dlspute. Upon not"fy"ng all partles concerned of such actlon, all Page 5 of 6 11ab111ty on the part of Agent shall fully term1nate, except to the extent of account1ng for any 1tems prev10usly del1vered out of escrow If a 11censed real estate broker, Agent w111 comply with prov1s10ns of Chapter 475, F.S., as amended Any SU1t between Buyer and Seller where Agent 1S made a party because of act1ng as Agent hereunder, or 1n any SU1t where1n Agent 1nterpleads the subJect matter of the escrow, Agent shall recover reasonable attorneys' fees and costs 1ncurred w1th these amounts to be pa1d from and out of the escrowed funds or equ1valent and charged and awarded as court costs 1n favor of the preva111ng party The Agent shall not be 11able to any party or person for m1sdel1very to Buyer or Seller of 1tems subJect to th1s escrow, unless such m1sdel1very 1S due to w1llful breach of Contract or gross negl1gence of Agent R. ATTORNEY FEES; COSTS: In any 11t1gat10n, 1nclud1ng breach, enforcement or 1nterpretat10n, ar1s1ng out of th1s Contract, the preva111ng party 1n such 11t1gat10n wh1ch, for the purposes of th1s Standard, shall 1nclude Seller, Buyer, and any brokers act1ng 1n agency or nonagency relat10nsh1ps author1zed by Chapter 475, F S., as amended, shall be ent1tled to recover from the non-preva1l1ng party reasonable attorney's fees, costs, and expenses. S. FAILURE OF PERFORMANCE: If Buyer fa1ls to perform th1S Contract w1th1n the t1me spec1f1ed (1nclud1ng payment of all depos1t(s)), the depos1t(s) pa1d by Buyer and depos1t(s) agreed to be pa1d, may be recovered and reta1ned by or for the account of Seller as agreed upon 11qu1dated damages, cons1derat10n for the execut10n of th1s Contract and 1n full settlement of any cla1ms, whereupon, Buyer and Seller shall be rel1eved of all obl1gat10ns under Contract, or Seller, at Seller's opt10n, may proceed 1n equ1ty to enforce Seller's r1ghts under th1s Contract If, for any reason other than fa1lure of Seller to make Seller's t1tle marketable after d111gent effort, Seller fa1ls, neglects or refuses to perform th1s Contract, the Buyer may seek spec1f1c performance or elect to rece1ve the return of Buyer's depos1t(s) w1thout thereby wa1v1ng any act10n for damages result1ng from Seller's breach T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Ne1ther th1s Contract nor any not1ce of 1t shall be recorded 1n any publ1c records Th1S Contract shall b1nd and 1nure to the benef1t of the part1es and the1r successors 1n interest Whenever the context perm1ts, s1ngular shall 1nclude plural and one gender shall 1nclude all Not1ce g1ven by or to the attorney for any party shall be as effect1ve as 1f g1ven by or to that party, U. CONVEYANCE: Seller shall convey t1tle to Real Property by statutory warranty, trustee's, personal representat1ve's or guard1an's deed, as appropr1ate to the status of Seller, subJect only to matters conta1ned 1n Paragraph VI and those otherw1se accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by an absolute b1l1 of sale w1th warranty of t1tle, subJect only to such matters as may be otherw1se prov1ded for here1n. V. OTHER AGREEMENTS: No pr10r or present agreements or representat10ns shall be b1nd1ng upon Buyer or Seller unless 1ncluded 1n th1s Contract No mod1f1cat10n or change 1n th1s Contract shall be val1d or b1nd1ng upon the part1es unless 1n wr1t1ng and executed by the party or part1es 1ntended to be bound by 1t. W. WARRANTIES: Seller warrants that there are no facts known to Seller mater1ally affect1ng the value of the Property wh1ch are not read1ly observable by Buyer or wh1ch have not been d1sclosed to Buyer Page 6 of 6 c~ c ' CtUo/~ýJ¿ ~) 26 TuesdaY. March 8IWødneSdaY. March 9. 2005 - Boca RatDnlÐelray BeaCh NewS· WWW.bOC8ßØWS.COIß RU...... "'UI.'IV __ _fIICIPIIITY N01IŒ IS HEREBY GMN, 1ha11I1e CIy elf DelI1IY Beach. Aorida. haS-- minødllDbeln1l1ebesl-elf1l1e \: 10 purchase COfIain real property 1ØI~~partIcU- 111-46-43. Ttíe port 01 soutI111201 easí Œ1/4ti1n11l111S1e1fandadacelll:1D SAl FWl, Pûn Beach County. Ronda. l11e UIà1as8 Is for One MIlan Ave Hundred SownIV-fI\III 1I1oUSaI1d and OOt'1oo DOlors (US $1.575,00000) or ~.::=.==~ .... ...- 01 ... CGI1IJaCI on Ills will'" CIy Cleft<. A RøsdUbOO elf1l1e CIy CofM1\SSIOII of ... CIIy of DelI1IY =.~~ ~~=~~ ~CIIy CommISSIon at . S¡ieciaI , 10 be held on fnday. March 10, (or at ~ COOIInua\lOn of ~''r~~m ::= sian Chiunbe'" at CIIy Hall, 100 N,W 1st Avenue. 0eII1IY Beach. Florida. CI1Y Of OElRAY BEACH. FLORIDA cnevelle Nub" QlyC1e11< PuIJIJsh February 28, 2005 & March 1 & 8, 2005 Boca AaIDfYIJekaY Beach News Ad #120453 Ce I (!dM/ ~e 20 Tuesday, March 1N1ednesday. March 2. 2005 - Boca RaIDIVDeInIy Beach News· www.bocanews.com 100 ANNOUNCEMENTS --{J!Ð- LEGAL N011C£S ""I'" W _'ai, IV _1IUl~ NOTICE IS HERB3Y GIVEN. 1I1aI IIIe CIty 01 0e!I3y Bea:h. FIofIda. has deter- mned11 10 be I1I11e beslmteresI 0I1Ile CIty 10 purchase ...,.,n real property for R1IU1dpa/ purposes, more partocu- IarIy described as lo11ows 1&-46-43, The 13ft 01 SOUII1112 01 east HE 1/4 lying east 01 and ad¡aoen1 to SAl FVW. Palm Beach COUnty, FIonda The purchase Is lor 0IIe Milian Five :;Y~c:'~~.~.~~ a lesser _ as __ by "'" CIty Corm1Isston subecl1O tile tørms and condlllORS 0I1Ile conItaCI on file w1tf111le CIty CleI1l A Resolution 0I1IIe CIty CommIssiOn of IIIe CJIy of DeIJay Beach. Ronda, aulhonzlRg IIIe JUr' chase of property and mcorpurating IIIe Iem1S and conditions 01 such JUr' chase WIll be consode.... lor adoptJoR by IIle CIty COnvn1ssI<on at a Speaal MeeIing 10 be held on Fnday, March 10, 2005 (or at any continuatIOn 01 ~=':~.m":'~=: _ ChambelS at CIty Hal, 100 N W 1st Avenue. DoImy Beach. Ronda CITY OF OORAY BEACH, flORIDA ChlMllIe Nubon CotyCiet1< PublJsh February 28, 2005 & March 1 & 7, 2005 ' Boca RatonllJelray Beach News Ad #120453 --------