Res 40-05
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RESOLUTION NO. 40-05
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 BETWEEN THE SELLERS
AND THE CITY OF DELRAY BEACH. FLORIDA;
PROVIDING FOR A PUBLIC HEARING AND AN
EFFECTIVE DATE.
WHEREAS. the City of Delray Beach. Florida. wishes to acquire certain property located at
850 North Congress Avenue. Delray Beach. Florida. to provide land for senior/community center
purpose; 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 the Alzheimer's Disease and Related Disorders Association - Southeast
Florida Chapter. Inc.. d/b/a Alzheimer's Association Southeast Florida Chapter, as Seller. for the
purchase price of Four Million Seven Hundred and Fifty Thousand Dollars ($4.750.000.00), and
other good and valuable consideration; said parcel being more particularly described as follows:
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of
the Southeast '14 lying Northerly of and adjacent to Lake Ida Road
and Westerly of and adjacent to Congress Avenue, Section 7,
I Township 46 South. Range 43 East. Palm Beach County, Florida.
(Otherwise referred to as the Alzheimer Property located on the
northwest comer of Lake Ida Road and Congress Avenue)
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Section 2. That the terms and conditions contained in the contract for sale and purchase
and addenda thereto between the City of Delray Beach, Florida, and the Seller as hereinabove
named are incorporated herein as Exhibit "A".
Section 3. A Public Hearing shall be held on June 21, 2005.
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PASSED AND ADOPTED in regular session on the ~ day of J ~ ,
2005.
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Attest:
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City Clerk
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2 RES. NO. 40-05
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CONTRACT I'OR. SALB AND PURCHASB
PAR.TIES& ALZBBIMER.'S DISEASE AND R.BLATBD DISORDBR.S ASSOCIATION - SOtJTHBAST
I'LOR.IDA CHAPTBR., INC., D/B/A ALZHEIMER.'S ASSOCIATION SOUTHEAST FLOR.IDA CHAPTBR.,
("Seller") , of West Palm Beach, Florida (Phone: 1-800-861-7826), and the CITY 01'
DELR.AY BRACH, a Florida municipal corporation, ("Buyer") , C/O 200 NW 1st Avenue,
Delray Beach, FL 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. DESCR.IPTION:
(a) Legal description of the Real Property located in Palm Beach County,
Florida: See Legal Description attached hereto as Exhibit ~AN
Property Control No. 12-43-46-07-00-000-5000
(b) Street address, city, zip, of the Property is: 850 North Congress
Avenue, Delray Beach, Florida
II. PUR.CBASE PR.ICB $4,750,000.00
PAYDHT:
(a) Deposit(s) to be held in escrow by Robert W.
Federspiel, P.A. Trust Account in the amount of $ 50,000.00
(b) Balance to close shall be paid in the form of
U.S. cash or a LOCALLY DRAWN certified or
cashier's check, subject to adjustments
or prorations $4,700,000.00
III. TIME FOR. ACCEPTANCE, BI'PECTIVB 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 July I, 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 t:hp Ruypr ;:onn rne- 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 EVIDBNCE: Within thirty (30) days from the Effective Date of 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 DATE: This transaction shall be closed and the deed and other
closing papers delivered within ninety (90) calendar days following the execution
of this Contract, unless modified by other provisions of Contract.
VI. R.ESTR.ICTIONS, EASBKBNTS, LIH:rTATIONS: 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 7-1/2
RECEIVED
JUN 2 4 2005 Page 1 of 12
CITY CLERK Od-
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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
subject to paragraph XI E.
VIII. TYPBWRITTBN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provis ions, 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. DISCLOSURBS:
(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.
XI. SPBCIAL CLAUSBS, ADDENDA: If additional terms are to be provided, attach
addendum and CHECK HERE X .
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CITY OF DELRAY BEACH ALZHEIMER'S DISEASE AND RELATED
DISORDERS ASSOCIATION - SOUTHEAST
FLORIDA CHAPTER, INC. ,D/B/A ALZHEIMER'S
ASSO ON ~SOUTH~A CHAPTER
By: Po I ~ By: a &r- /~ -d.6-
prin Print Name: Da~
e r YTJ(l(l
Social Security
Tax ID No. or Tax ID No.
Date
Social Security
or Tax ID No.
Deposit(s) under Paragraph II (a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE: ROBERT W. FEDERSPIEL, P.A. (Escrow Agent)
By:
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ADDENDtJK TO CONTRACT I'OR. SALE AND PURCHASE
SELLER: ALZHEIMER'S DISEASE AND RELATED DISORDERS ASSOCIATION -
SOUTHEAST FLORIDA CHAPTER, INC., D/B/A ALZHEIMER'S
ASSOCIATION SOUTHEAST FLORIDA CHAPTER
BUYER: CITY OF DELRAY BEACH, a Florida municipal corporation
PROPERTY ADDRESS: 850 North Congress Avenue, Delray Beach, Florida
XI. SPBCIAL CLAUSES, ADDENDA (Continued):
A. 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 Regulations 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.
B. The Buyer shall have sixty (60) calendar days 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.
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c. This Contract is expressly contingent and conditioned upon the approval
of the same by the City Commission of the City of Delray Beach.
D. The parties represent and warrant that there is no broker involved in
this transaction to whom a commission would be due other than William Plum, who
will be paid by Buyer.
B. Seller, upon selling the property, does not intend to operate a daycare
facility. The parties agree that Seller will need a minimum of 6 months to wind
up the current operations of the existing daycare facility. The Buyer desires to
afford the Seller ample and reasonable transition time, not to exceed one year,
unless mutually agreed otherwise by the parties in writing. To facilitate the
transition period, Buyer and Seller will enter into a lease in form attached
hereto as Exhibit "B." During the wind up period, Seller will not enter any new,
modified or renewed agreements for the care of patients, that go beyond a period
that is six months from the date of closing.
SE~ALS' INITIALS:
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STANDARDS I'OR RBAL ESTATE TRANSACTIONS
A. BVIDBHCB OP TITLB. (l)An abstract of t1tle prepared or brought current by a reputable and eX1sting abstract f1rm (1f not
existing then cert1fied as correct by an exist1ng f1rm) purporting to be an accurate synopsis of the instruments affecting title to
Real Property recorded in the public records of the county wherein Real Property 1S located, through Effect1ve Date It shall
commence w1th the ear11est pub11c records, or such later date as may be customary 1n the county. upon clos1ng of th1s Contract, the
abstract shall become the property of Buyer, subJect to the r1ght of retent10n thereof by f1rst mortgagee unt11 fully pa1d (2) A
title 1nsurance comm1tment 1ssued by a Flor1da 11censed t1tle 1nsurer agree1ng to 1ssue to Buyer, upon record1ng of the deed to
Buyer, an owner's policy of t1tle 1nsurance 1n the amount of the purchase pr1ce, 1nsur1ng Buyer's t1tle to Real Property, subJect
only to 11ens, encumbrances, except10ns or qua11f1cat1on prov1ded 1n th1s Contract and those wh1ch shall be d1scharged by Seller at
or before clos1ng Seller shall convey a marketable t1tle subJect only to 11ens, encumbrances, except10ns or qua11ficat1ons set forth
1n Contract. Marketable t1tle shall be determ1ned accord1ng to app11cable T1tle Standards adopted by author1ty of The Flor1da Bar
and in accordance with law. Buyer shall have 30 days, if abstract, or 5 days, if t1tle comm1tment, from date of rece1ving eV1dence of
t1tle to examine 1t. If t1tle is found defect1ve, Buyer shall, w1th1n 3 days thereafter, not1fy Seller 1n wr1t1ng spec1fY1ng
defect (s) . Jf the defect(s) render t1tle unmarketable, Seller w111 have 30 days from receipt of not1ce to remove the defect(s),
fa111ng wh1ch Buyer shall, w1th1n five (5) days after exp1rat1on of the thirty (30) day penod, de11ver wr1tten not1ce to Seller
e1ther: (1) extending the t1me for a reasonable period not to exceed 120 days w1th1n which Seller shall use d111gent effort to remove
the defects; or (2)request1ng a refund of depos1t(s) pa1d wh1ch shall 1mmed1ately be returned to Buyer. If Buyer fa11s to so not1fy
Seller, Buyer shall be deemed to have accepted the t1tle as 1t then 1S. Seller shall, 1f t1tle 1S found unmarketable, use d111gent
effort to correct defect(s) 1n t1tle w1th1n the t1me prov1ded therefor. If Seller 1S unable to t1mely correct the defects, Buyer
shall either wa1ve the defects, or rece1ve a refund of depos1t(s), thereby releas1ng Buyer and Seller from all further ob11gat10n
under this Contract
B. PURCHASB MONBY MORTGAGlh SBCURXTY AGRJŒMBNT TO SELLER. A purchase money mortgage and mortgage note to Seller shall prov1de for a
30 day grace per10d 1n the event of default 1f a f1rst mortgage and a 15 day grace per10d 1f second or lesser mortgage, shall prov1Cle
for r1ght of prepayment 1n whole or 1n part w1thout penalty; shall perm1t accelerat10n 1n event of transfer of the Real Property,
shall requ1re all pr10r 11en and encumbrances to be kept 1n good stand1ng and forbid mod1f1cat10ns of or future advances under prior
mortgage (s) ; shall requ1re Buyer to ma1nta1n po11c1es of 1nsurance conta1ning a standard mortgagee clause cover1ng all 1mprovements
located on the Real Property aga1nst f1re and all per11s 1ncluded w1th1n the term "extended coverage endorsements" and such other
risks and perils as Seller may reasonably require, 1n an amount equal to the1r h1ghest 1nsurable value, and the mortgage, note and
secur1ty agreement shall be otherw1se in form and content required by Seller; but Seller may only requ1re clauses customar11y found
in mortgages, mortgage notes, and secur1ty agreements generally utilized by sav1ng and loan 1nstitut10ns or state or national banks
located 1n the county where1n Real Property is located. All Personal Property and leases be1ng conveyed or ass1gned will, at
Seller's opt10n, be subject to the 11en of a secur1ty agreement eV1denced by recorded financ1ng statements. If a balloon mortgage,
the f1nal payment will exceed the period1c payments thereon.
C. SURVBY . Buyer, at Buyer's expense, with1n time allowed to deliver eV1dence of t1tle, may have Real Property surveyed and
certified by a reg1stered Florida surveyor. If the survey discloses encroachments on the Real Property or that 1mprovements located
thereon encroach on setback l1nes, easements, lands of others, or v101ate any restr1ct1ons, Contract covenants or app11cable
governmental regulat10n, the same shall const1tute a title defect.
B 'I'IRIIH:RS, B~j e!', a~ BIi) e1< ' s an13eøse, 1tRiR t~æe allsweà ~s àeli.e!' e'lèeRee sf tltle aRE! t¡ e enafftl.Re saMe, _ ) Ra. e Real
P!'spert) iRspeeteà S) a Fls!'lda €e!'tlfleà Pest Csøtrsl Operatsr ("Operats!'" ) ts àeteræiRe if tkere lS a~ .1s1s1e aetl.e te~te
iRfestaE1.9ø er ls1s1e eJllstl"!J daæage frSlll te-.te lRfestatlsR 1R tke PI'Sflert). If el tke!' sr sstk are fa...1EI, BbI} er 111 Ra e 1 da)S
f1<slll àate sf _!'ltteR Rstiee tke!'esf .ltk1R _kiek ts ka e esst af t!'eatæeøt, l.f :E"EEf\:u.reã, estulateà S) tke Operatsr aRd all àaffiage
lRspeeteà aRà estl_teà S) a 11eeRseà s,,"1àe!' sr geReral eSRtraetsr Selle!' skall pal ~a11à essts sf treatllleRt aRà repalr sf all
àaæage ~p te tke alllB~øt pre lded lR Pa1<agrapk ______ (a) . If eSE1.ma.teå eeSES sUBseå Eàat ameliRt, BIi)er skall aa e tke sptleR sf
caøeel1.ft! ~R18 CeREFaet _ltklR 5 da) s after reeelpt sf eeRt!'aets!" s repa1r estl_te S} gl isg nr1tteR Rstlee ts Seller sr Bu)er ilia}
eleet ts prseeeà ..1ta tfte traRsaetlsR, aaà reeel e a ereà1t at elsslRg sa tke aæeliat prs.làeà la Paragrapk _____ (a) "Teræltes"
skall se deeæeà ts lRellide all ssà àestrB)1ag srgaR1sllls re~lred ts se repsrteà ~Ràer tke Flsrlàa Pest Csatrsl ~et, as ameøàeà.
B. ZHGRBSS AND BGRBSS. Seller warrants and represents that there 1S ingress and egress to the Real Property suff1c1ent for the
intended use as descr1bed 1n Paragraph VI hereof, t1tle to wh1ch is in accordance w1th Standard A.
P. LBASBS. Seller shall, not less than 15 days before closing, furn1sh to Buyer copies of all wr1tten leases and estoppel letters
from each tenant spec1fY1ng the nature and duration of the tenant's occupancy, rental rates, advanced rent and security depoS1tS paid
by tenant. If Seller 1S unable to obta1n such letter from each tenant, the same 1nformation shall be furn1shed by Seller to Buyer
w1thin that t1me per10d in the form of a Seller's aff1dav1t, and Buyer may thereafter contact tenants to conf1rm such 1nformat10n.
Seller shall, at closlng, de11ver and ass1gn all original leases to Buyer.
G. IoIBHS. Seller shall furnish to Buyer at t1me of clos1ng an affidavlt attest1ng to the absence, unless otherwise prov1ded for
here1n, of any flnanclng statements, claims of 11en or potential lienors known to Seller and further attest1ng that there have been
_ i"'i'~g'·._Rt. ~E~ ~o P!!sl'erty to!' 98 ða}1!I 1"..""dlgtfol) ~~e~cdl.." åale uf "lu..l..~. It P~uV~x~y has been improvea, or repa1rea
withln that t1me, Seller shall de11ver releases or walverS of mechan1cs' llens executed by all general contractors, subcontractors,
suppliers, and materlalmen 1n adcht10n to Seller's llen aff1.dav1.t sett1.ng forth the names of all such general contractors,
subcontractors, supp11ers and materlalmen and further afflrm:Lng that all charges for 1mprovements or repalrs wh1ch could serve as a
basls for a mechan1c's 11en or a cla1m for damages have been pald or w111 be pa1d at closing of th1s Contract.
H. PLACB OP CLOSXNG. Closing shall be held in the county where Real Property is located, at the offlce of the attorney or other
closing agent des1gnated by Seller.
X. TDIB. In computing t1me per10ds of less than S1X (6) days, Saturdays, Sundays and state or nat10nal legal ho11days shall be
excluded. Any t1me periods provlded for here1n which shall end on Saturday, Sunday or legal hohday shall extend to 5:00 p.m. of the
next business day. Tim. i. of the ...enc. in thi. Contract.
J. DOCtJIIBM'l'S POR CLOSDfO. Seller shall furnlsh deed, bill of sale, construct10n llen aff1davlt, owner's possesslon affldavit,
assignments of leases, tenant and mortgage estoppel letters, and corrective 1nstruments. Buyer shall furn1sh clos1ng statement,
mortgage, mortgage note, security agreement, and f1nanc1ng statements.
It. BXPBHSBS. Documentary stamps on the deed and record1ng correctlve 1nstruments shall be pa1d by Seller. Documentary stamps and
1ntangible tax on the purchase money mortgage and any mortgage assumed, and recordlng of purchase money mortgage to Seller, deed and
f1nanc1ng statements shall be pa1d by Buyer. Unless otherwlse provlded by law or r1der to th1s Contract, charges for the following
related t1tle serv1ces, namely tltle or abstract charge, t1tle exam1nat10n, and settlement and clos1ng fee, shall be pa1d by the
party respons1ble for furn1.shlng the t1tle eV1dence 1n accordance w1th Paragraph IV.
L. PRORATZQ1IIS CRBDXTS. Taxes, assessments, rent, l.nterest, 1.nsurance and other expenses and revenue of Property shall be prorated
through day before clOS1ng Buyer shall have the opt10n of tak1ng over any eX1.stlng polic1es of 1nsurance, 1f assumable, in wh1ch
event prem:Lums shall be prorated. Cash at clos1ng shall be lncreased or decreased as may be requ1red by prorat10ns to be made through
day prlor to clos1.ng or occupancy 1f occupancy occurs before clos1ng. Advance rent and securlty deposlts w111 be cred1ted to Buyer
Escrow deposits held by mortgagee wlll be cred1ted to Seller. Taxes shall be prorated based on the current year's tax w1th due
allowance made for max1mum allowable dlSCOunt, homestead and other exempt10ns If closing occurs at a date when the current year's
m111age 1S not f1xed, and current year's assessment lS ava11able, taxes w111 be prorated based upon such assessment and the pr10r
year's millage. If current year's assessment lS not ava11able, then taxes w111 be prorated on the prlor year's tax. If there are
completed lmprovements on Real Property by January 1st of year of closlng, WhlCh 1mprovements were not 1n eXlstence on January 1st of
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the prior year, then taxes shall be prorated based upon the prior year's millage and at an equ~table assessment to be agreed upon
between the part1es, failing which, request w111 be made to the County Property Appra1ser for an 1nformal assessment taking 1nto
consideration ava11able exemptions. Any tax prorat10n based on an est1mate shall, at request of e1ther party, be readJusted upon
receipt of tax b111 on cond1t10n that a statement to that effect 1S s1gned at closing.
K. SPBCZAL ASSBSSIIBNT LIDS. Cert1fied, confirmed and ratified special assessment l1ens as of date of clos1ng (not as of Effect1ve
Date) are to be pa1d by Seller. Pend1ng hens as of date of clos1ng shall be assumed by Buyer. If the improvement has been
substantially completed as of Effective Date, any pend1ng 11en shall be cons1dered as certified, confirmed or rat1fied and Seller
shall, at clos1ng, be charged an amount equal to the last est1mate of assessment for the 1mprovement by the public body.
H IHSP.~IQH, R8PAIR AND ~I~. SelleE _aEEaRES that, as ef 19 àa)s prieE te elesLRg, Eke eeL11Rg. resf [iRelaàiRg tke
faseLa aRè seff~Es) aRà enteELeE aRà LREer~SE _alls, fe_àatLeR, sea a11s (SE e'flu aleRE) aRà liee].age Eie ReE ka.e aR} "ISIBLS
S1'IElB!/SE ef lea]>s, ateE Ei_ge eE stl!'l1et11Pa1 àamage aRIi that tke sept1e I!anl> , pse1, all applLaRees, IIIBekanLea1 1'feIllS, heat1Rg,
eeeliR!, eleetE1ea1, pl~LRg s}stellls aRà maekLReF} aEe ~R W9RKI}~ CGNElITI9} . Tke fsregs1Rg warraRt} shall Be 11wal!eà ts tke L'felllS
8pee~Ë1eà Hftless eEßen.1se ~~9\1àeà ~R an aààeBà~. B~eF mal' aE Bu)er'e e]~eBSe, ha.e ~ftB~ee~~eRB made sf ~kese 1~eMS B} a fi~ BE
iRèL.L~al spee~alLBLft! ~R ksme 1RspeetieRs anà àelàLRg aft seeapatLanal 11eeRse fer saek pa~sse (Lf re~1reà) sr ~ aR ~pFepr1atel}
lLeeRseà FlsrLlia eeR'fraetsr. Ba}er ska11, prLsr te Ba}er's seea~aRe} sr Ret less tkaR 19 àa}s pE1ar te e1ss1Rg, l.kLefte.er seears
fLrst, re~sr'f LR _rLtLRg 'fe Seller saek il!ellls thaI! lis Rst meet tke ass e S'fanàaràa as ts àefeets YRless B~er tLlllel} reperts saeft
àefeets, Ba}er shall Be àeellleà te ha e ..aiJeà £Je11er's ..arr_tLes as te àefeets nel! reperteà. If re~airs sr re~laeelllE!Rt are re~ireà
ts eSlllpl} Ll!k I!kLS £Jtaftàarà, £Jeller shall eaase thelll te Be MSàe aRà ska11 pa} ap ts tke allle~t pre.LEieà iR Paragra~k _____ (B).
£e118£ 18 Rat re~iEeà £9 ~(e ~e~airB er replaeeæeBtB af a e8B~E1e Rat~£e ~le8s ea~8eà Bz a defest Ðeller is rEspsRsiàle te r~a1r
er rep1aee. If tke eest sf saek 1'epa~r e1' re~laeellleRt e..eeeàs tke affie~ pre.Làeà 1R Para§r~k _____ (B), ~er sr £Je11er ilia} eleel!
ts ~a} saek æ.eess, faL1LRg .hLek eLtker part) MS} e_ee1 tk1S CBft'frael!. If £Je11er LS ~le ta earreet tke àefeets prLsr ta elesLRg,
tke easl! tkeresf skall Be paLà iRte eseFS'. at elesLft§. £Jeller shall, apsR reassnaèle RetLee, pre.iàe at11LI!Les seF\iee aftà aeeess te
I!ke Prepert} fer LRe~eet1eRs, iRe1aàLRg a . a1]( tkreagk prLer ts eles1R§, te eeRf1F111 that all LtelllB ef PerseRa1 Prs~ert} are eR tke
Real Preperl!) aRà, SHB]eet te tfte ferege1R§, tkat all re~1reà repairs aRà replaeellleRts ka e BeeR maàe aRà tkat tke Pra~ert),
LRelaàLR§ Bal! net lLIII1teà I!e, la....., sk~Ber} and psel, 1f aR), kas BeeR 11181RtaLReà LR tke eeRà~t1eR BU1SI!LR§ as ef SffeetL.e Ela'fe,
erå1ftary ear aREI eea~ enee,Eeà.
O. RISlt or LOSS. If the Property 1S damaged by f1re or other casualty before closing and cost of restorat10n does not exceed 3' of
the assessed valuation of the Property so damaged. cost of restoration shall be an obligat10n of the Seller and closing shall proceed
pursuant to the terms of Contract with restoration costs escrowed at closing. If the cost of restorat10n exceeds 3' of the assessed
valuation of the 1mprovements so damaged, Buyer shall have the option of e1ther tak1ng Property as 1S, together w1th either the 3' or
any 1nsurance proceeds payable by v1rtue of such loss or damage, or of cance11ng Contract and receiving return of deposit(s).
P. PROCBBDS or SALB, CLOSING PROCBDURB. The deed shall be recorded upon clearance of funds. If an abstract of title has been
furn1 shed , evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which
would render Seller's t1tle unmarketable from the date of the last evidence. All clos1ng proceeds shall be held 1n escrow by Seller's
attorney or other mutually acceptable escrow agent for a period of not more than 5 days after closing date. If Seller's title 1S
rendered unmarketable, through no fault of Buyer, Buyer shall, w1th1n the 5 day per1od, not1fy Seller in wr1t1ng of the defect and
Seller shall have 30 days from date of rece1pt of such not1f1cat1on to cure the defect. If Seller fa11s to t1mely cure the defect,
all deposit[s) shall, upon wr1tten demand by Buyer and within 5 days after demand, be returned to Buyer and s1multaneous1y w1th such
repayment, Buyer shall return Personalty and vacate Real Property and reconvey the Property to Seller by special warranty deed and
b111 of sale. If Buyer fa11s to make t1mely demand for refund, Buyer shall take t1t1e as 1S, wa1vLng all r1ghts aga1nst Seller as to
any intervening defect except as may be available to Buyer by v1rtue of warrant1es conta1ned 1n the deed or bill of sale. If a
port10n of the purchase price 1S to be der1ved from 1nst1tutional f1nanc1ng or refinancing, requ1rements of the lend1ng 1nst1tut~on
as to place, t1me of day and procedures for clos1ng, and for d1sbursement of mortgage proceeds shall control over contrary provis10n
in this Contract Seller shall have the r1ght to requLre from the 1end1ng inst1tution a wr1tten comm1tment that 1t w111 not w1thhold
d1sbursement of mortgage proceeds as a result of any t1tle defect attributable to Buyer-mortgagor. The escrow and clos1ng procedure
required by th1s Standard may be wa1ved if title agent 1nsures adverse matters pursuant to Sect10n 627.7841, F.S., as amended.
Q. BSCROI" Any escrow agent ¡"Agent") receiving funds or equ1va1ent is author1zed and agrees by acceptance of them to depos1t them
promptly, hold same in escrow and, subJect to clearance, disburse them in accordance with terms and conditions of Contract. Fa11ure
of clearance of funds shall not excuse Buyer's performance. If in doubt as to Agent's duties or 11ab11it1es under the prov1sions of
Contract. Agent may, at Agent's opt10n. continue to hold the subJect matter of the escrow unt11 the parties hereto agree to its
disbursement, or until a Judgment of a court of competent Jur1sdict10n shall determine the r1ghts of the parties or Agent may depos1t
with the clerk of the c1rcuit court having jurisd1ct10n of the d1spute. Upon not1fY1ng all part1es concerned of such act10n, all
liability on the part of Agent shall fully term1nate, except to the extent of account1ng for any 1tems previously de11vered out of
escrow. If a 11censed real estate broker, Agent will comply w1th prov1sions of Chapter 475, F.S., as amended. Any SU1t between Buyer
and Seller where Agent 1S made a party because of acting 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 equivalent and charged and awarded as court costs 1n favor of the prevai11ng party. The Agent shall not be
liable to any party or person for misde11very to Buyer or Seller of 1tems subJect to this escrow, unless such misde11very is due to
w111ful breach of Contract or gross neg11gence of Agent.
R. ATTORHBY PBBS, COSTS. In any litigation, includ1ng breach, enforcement or interpretation, ar1s1ng out of th1s Contract, the
prevailing party in such 11t1gation 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-preva11ing
party reasonable attorney's fees, costs, and expenses.
S. PAILURB or PBJUPOJUQJI'CB. If Buyer faLls to perform th1s Contract with1n the t1me spec1fied (including payment of all deposit (s),
the deposit(s) paid by Buyer and deposit(s) agreed to be paid, may be recovered and reta1ned by or for the account of Seller as
agreed upon 11qu1dated damages, cons1deration for the execution of this Contract and 1n full settlement of any cla1ms; whereupon,
Buyer and Seller shall be re11eved of all ob11gations 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 failure of Seller to make Seller's t1t1e marketable after d111gent
effort, Seller fails, 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 action for damages resu1t1ng from Seller's breach.
T. COHTJIACT IfOT RBCORDABL., PIDISOII'S BOtlJlD, IfOTICB. Ne1ther th1s Contract nor any not1ce of 1t shall be recorded 1n any pub11c
records. This Contract shall b1nd and 1nure to the benef1t of the part1es and the1r successors 1n 1nterest Whenever the context
permLts, s1ngular shall 1nclude plural and one gender shall 1nclude all. Not1ce g1ven by or to the attorney for any party shall be as
effective a8 if g1ven by or to that party.
U. OONVKYAHCB. Seller shall convey t1tle to Real Property by statutory warranty, trustee's, personal representat1ve's or guard1an'8
deed, as appropr1ate to the 8tatus 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 otherwise prov1ded for herein.
V. OTHBR AGRBBKBHTS. No prior or present agreements or representations shall be b1nd1ng upon Buyer or Seller unless included in
th1s Contract. No modificat10n or change in th1s Contract shall be va11d or bLnding upon the part1es unles8 1n wr1t1ng and executed
by the party or part1es ~ntended to be bound by it.
N. 1fARRAH'1'IBS. Seller warrants that there are no facts known to Seller mater1al1y affectLng the value of the Property wh1ch are not
read11y observable by Buyer or wh1ch have not been d1sclosed to Buyer.
Page 6 of 12
(h
EXHIBIT 'A'
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of the
Southeast ~ lying Northerly of and adjacent to Lake Ida Road and Westerly
of and adjacent to Congress Avenue, Section 7, Township 46 South, Range
43 East, Palm Beach County, Florida.
Page 7 of 12
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EXHIBIT 'B'
BUSINESS LEASE
THIS AGREEMENT, entered into this _ day of , 2005, between the
CITY OF DELRAY BEACH, hereinafter called the Lessor, party of the first part, and the ALZHEIMER'S
DISEASE AND RELATED DISORDERS ASSOCIATION - SOUTHEAST FLORIDA CHAPTER, INC.,
d/b/a ALZHEIMER'S ASSOCIATION SOUTHEAST FLORIDA CHAPTER, of West Palm Beach, of the
County of Palm Beach and State of Florida, hereinafter called the Lessee or Lessee, party of the second
part:
WITNESSETH, That the said Lessor does this day lease unto said Lessee, and said Lessee does
hereby hire and take as Lessee under that certain real property described as:
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of the
Southeast ~ lying Northerly of and adjacent to Lake Ida Road and Westerly
of and adjacenttoCongressAvenue, Section 7, Township 46 South, Range
43 East, Palm Beach County, Florida.
Property Control No. 12-43-46-07-00-000-5000
beginning the _ day of , 2005, and no later than _ day of ,200_, at
and for the agreed total rental of one dollar ($1.00). If the Lessee does not timely vacate the property, the
Lessee shall pay to the Lessor holdover rent of $500.00 per day until such time as possession is restored
to the Lessor. The Lessee will be liable to Lessor for and will indemnify Lessor against all manner of claim,
loss or damages (including injury to person or property) arising out of this Lease.
The following express stipulations and conditions are made a part of this lease and are hereby
assented to by the Lessee:
FIRST: The Lessee shall not assign this lease, nor sub-let the premises, or any part thereof nor
use the same, or any part thereof, nor permit the same, or any part thereof, to be used for any other
purpose than for use as a day care facility for Alzheimer patients and related transportation, nor make any
alterations therein, and all additions thereto, without the written consent of the Lessor, except that the
--- - ---- - Foor: c:lation may assign this Lease to the Mae Volen Center to prav ide day care or tf allspol tatiull ::>t=1 vilit=~ ----- ---
during the wind up period, not to exceed twelve (12) months from the date the City closed on the purchase
of the property.
SECOND: All personal property placed or moved in the premises above described shall be at the
risk of the Lessee or owner thereof, and Lessor shall not be liable for any damage to said personal
property, or to the Lessee arising from the bursting or leaking of water pipes, or from any act of negligence
of any co-Lessee or occupants of the building or of any other person whomsoever.
THIRD: The prompt payment of the rent for said premises upon the dates named, and the faithful
observance of the rules and regulations printed upon this lease, and which are hereby made a part of this
covenant, and of such other and further rules or regulations as may be hereafter made by the Lessor, are
the conditions upon which the lease is made and accepted and any failure on the part of the Lessee to
comply with the terms of said lease, or any of said rules and regulations now in existence, or which may
be hereafter prescribed by the Lessor, shall at the option of the Lessor, work a forfeiture of this contract,
and all of the rights of the Lessee hereunder.
FOURTH: If the Lessee shall abandon or vacate said premises before the end of the term of this
lease, or shall suffer the rent to be in arrears, the Lessor may, at his option, forthwith cancel this lease or
he may enter said premises as the agent of the Lessee, without being liable in any way therefor, and relet
the premises with or without any furniture that may be therein, as the agent of the Lessee, at such price
and upon such terms and for such duration of time as the Lessor may determine, and receive the rent
Page 8 of 12
(þ.1/i
therefor, applying the same to the payment of the rent due by these presents, and if the full rental herein
provided shall not be realized by Lessor ove( and above the expenses to Lessor in such re-Ietting, the said
Lessee shall pay any deficiency, and if more than the full rental is realized Lessor will pay over to said
Lessee the excess of demand.
FIFTH: Lessee hereby accepts the premises in the condition they are in at the beginning of this
lease. Lessor shall maintain the interior and exterior of the premises in the same condition as at the
commencement of this lease, reasonable wear and tear excepted.
SIXTH: It is expressly agreed and understood by and between the parties to this Agreement, that
the Lessor shall not be liable for any damage or injury by water, which may be sustained by the said
Lessee or other person or for any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of any other Lessee or agents, or employees.
SEVENTH: If the Lessee shall become insolvent or if bankruptcy proceedings shall be begun by
or against the Lessee, before the end of said term the Lessor is hereby irrevocably authorized at its option,
to forthwith cancel this lease, as for a default. Lessor may elect to accept rent from such receiver, trustee,
or other judicial officer during the term of their occupancy in their fiduciary capacity without affecting
Lessor'srights as contained in this contract, but no receiver, trustee or other judicial officer shall ever have
any right, title or interest in or to the above described property by virtue of th is Contract.
EIGHTH: This Contract shall bind the Lessor and its assigns or successors, and the heirs,
assigns, personal representatives, or successors as the case may be, of the Lessee.
NINTH: It is understood and agreed between the parties hereto that time is of the essence of this
Contract and this applies to all terms and conditions contained herein.
TENTH: It is understood and agreed between the parties hereto that written notice mailed or
delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written
notice mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to
comply with the terms of this contract.
ELEVENTH: The rights of the Lessor under the foregoing shall be cumulative, and failure on the
part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the
said rights.
TWELFTH: Notwithstanding any other provision of this lease to the contrary, the Lessee shall be
responsible for the payment of all electric, gas, telephone and other public utilities furnished to the
demised premises.
THIRTEENTH: The Lessee agrees that as a condition to this lease, the Lessee shall at all times
during the term hereof maintain public liability insurance with limits of not less than $1,000,000.00 for
--- . individual claims/$1,OOO,OOO 00 for aggregate claims resulting from personal irÿuries or property damage --~-
occurring on or within the subject demised premises and such insurance policy shall expressly name the
Lessor as a coinsured and the Lessee shall furnish the Lessor with a current certificate of such insurance
within five (5) days from the execution of this Lease.
FOURTEENTH: The Lessee is hereby prohibited from making any improvements to the subject
real property without the written consent of the Lessor. In the event a Claim of Lien shall be recorded
against the subject property as a result of any of Lessee's actions and such Lien shall not be discharged
of record within ten (10) days thereafter, the Lessee shall be deemed to be in default pursuant to the
terms of this lease.
FIFTEENTH: This Lease may be signed in counterpart.
SIXTEENTH: Radon Disclosure. Pursuant to Section 404.056(8), the following notification is
provided: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health unit.
Page 9 of 12
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SEVENTEENTH: This Lease shall not be recorded by Lessee in the Public Records of the county
in which the Premises are located or in any other place. Any attempted recordation by Lessee shall render
this Lease null and void and entitle the Lessor to the remedies provided for Lessee's default.
EIGHTEENTH: Lessee represents and warrants that: (i) there are no proceedings pending or, to
the knowledge of Lessee, threatened before any court or administrative agency that would materially
adversely affect the ability of Lessee to enter into this Lease or the validity or enforceability of this Lease;
(ii) there is no provision of any existing mortgage, indenture, contract or agreement binding on Lessee
which would conflict with or in any way prevent the execution, delivery or performance of the terms of this
Lease; (iii) if Lessee is a corporation, partnership (general or limited), limited liability company, or other
entity, then the person executing this Lease on behalf of Lessee has been duly authorized to execute this
Lease on behalf of Lessee by the appropriate officers, directors, shareholders, partners (general or
limited) members, managers, principals or other persons or entities; (iv) Lessee is in good standing,
qualified to do business in the State of Florida; and (v) Lessee has full right, power and lawful authority to
execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained
herein, and to grant the estate herein demised, with no other person needing to join in the execution
hereof in order for this Lease to be binding on Lessee.
NINETEENTH: MOLD NOTICE AND DISCLOSURE, DISCLAIMER AND WAIVER. Mold is a type
of fungus. It occurs naturally in the environment, and it is necessary for the natural decomposition of plant
and other organic material. It spreads by means of microscopic spores borne on the wind, and is found
everywhere life can be supported. Buildings are not and cannot be, designed to exclude mold spores. If
the growing conditions are right, mold can grow in any building. Most people are familiar with mold growth
in their homes in the form of bread mold, and mold that may grow on bathroom tile. In order to grow, mold
requires a food source. This might be supplied by items, such as fabric, carpet or even wallpaper, or by
building materials, such as drywall, wood and insulation, to name a few. Also, mold growth requires a
temperate climate. The best growth occurs at temperatures between 40°F and 100° F. Finally, mold
growth requires moisture. Moisture is the only mold growth factor that can be controlled in an office
setting. By minimizing moisture, a person can reduce or eliminate mold growth. Moisture can have many
causes. Spills, leaks, overflows, condensation, and high humidity are common sources of moisture. Good
maintenance practices are essential in the effort to prevent or eliminate mold growth. If moisture is
allowed to remain on the growth medium, mold can develop within 24 to 48 hours. All mold is not
necessarily harmful, but certain strains of mold have been shown to have adverse health effects in
susceptible persons. The most common effects are allergic reactions, including skin irritation, watery eyes,
runny nose, coughing, sneezing, congestion, sore throat and headache. Individuals with suppressed
immune systems may risk infections. Experts disagree about the level of mold exposure that may cause
health problems, and about the exact nature and extent of the health problems that may be caused my
mold. The Center for Disease Control states that a causal link between the presence of toxic mold and
serious health conditions has not been proven. People can take positive steps to reduce or eliminate the
- occurrence of mold growth, and thereby IllÌlIÌlllize any p055ible advelse effeGt5 tllat II lay be Gaused by
mold. Should mold develop, thoroughly clean the affected area with a mild solution of bleach. First, test to
see if the affected material of surface is color safe. Porous materials, such as fabric, upholstery or carpet
should be discarded. Should the mold growth persist or be severe, call on the services of a qualified
professional cleaner. Whether or not a Lessee can experience mold growth depends largely on how the
Lessee manages and maintains the office Premises. Lessee agrees to have the Premises (including the
AlC ducts of the Premises) inspected for mold by qualified professionals at least once annually, to remain
vigilant and observant regarding the presence of mold, and to clean and remove any such mold found
within the Premises. Lessee further agrees to notify Lessor immediately in writing should Lessee suspect
the presence of mold within the Premises and Building. Lessee agrees that Lessor will not be responsible
for any damages caused by mold, or by some other agent, including without limitation, property damage,
personal injury, loss of income, emotional distress, death, loss of use, loss of value, and adverse health
effects, or any other effects. Any implied warranties, including an implied warranty of workmanlike
construction, an implied warranty of habitability, or an implied warranty of fitness for a particular use, with
respect to the occurrence of mold, are hereby waived and disclaimed.
TWENTIETH: Lessor may, but shall not be obligated to, cure any default by Lessee (specifically
including, but not by way of limitation, Lessee's failure to obtain insurance or make repairs; and whenever
Lessor so elects, all costs and expenses paid by Lessor in curing such default, including without limitation
Page 10 of 12
{Jtt4k
reasonable attorney's fees, shall be so much additional rent due on the nextrent date after such payment
together with interest (except in the case of said attorney's fees) at the highest rate then payable by
Lessee inthe state in which the Premises are located or in the absence of such a maximum rate, at the
rate of fifteen percent (15%) per annum, from the date of the advance to the date of repayment by Lessee
to Lessor.
TWENTY-FIRST: By taking possession of the Premises leased under this Lease, Lessee accepts
the Premises as being in good sanitary order, condition, and repair. Lessee, at Lessee's sole cost and
expense, shall keep the Premises and every part of it in good condition. Lessee waives all rights to make
repairs at the expense of Lessor as provided in any law, statute, or ordinance now or subsequently in
effect. Neither Lessor nor Lessor's agents have made any representations or promises with respect to the
physical condition of the Building, the land upon which it is erected or the Premises, the rents, leases,
expenses of operation or any other matter or thing affecting or related to the Premises except as herein
expressly set forth and no rights, easements or licenses are acquired by Lessee by implication or
otherwise. Lessee has inspected the Building and the Premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" on the Commencement Date, and acknowledges that the
taking of possession of the Premises by Lessee as of the Commencement Date shall be conclusive
evidence that the said Premises and the Building of which the same form a part were in good and
satisfactory condition at the time such possession was so taken. Lessee grants to Lessor the right to
come on to the premises at all times during the Lease term to inspect, plan, and to construct a
senior/community center on the premises. The Lessor shall, to the extent possible, avoid disruption to the
wind up of the day care program.
TWENTY-SECOND: Lessee will protect, indemnify and save harmless Lessor from and against
all liabilities, obligations, claims, damages, penalties, causes of action, costs and expense (including
without limitation, reasonable attorney's fees and expenses) imposed upon or incurred by or asserted
against Lessor by reason of (a) any accident, injury to or death of persons or loss of or damage to
property occurring on or about the Premises or Property or resulting from any act or omission of Lessee or
anyone claiming by, through or under Lessee; except if related to activities of the City to develop or
redevelop the property (b) any failure on the part of Lessee to perform or comply with any of the terms of
this Lease; or (c) performance of any labor or services or the furnishing of any materials or other property
in respect of the Premises or Property or any part thereof, except if related to activities of the City to
develop or redevelop the property. In case any action, suit or proceeding is brought against Lessor by
reason of any such occurrence, Lessee will, at Lessee's expense, resist and defend such action, suit or
proceeding, or cause the same to be resisted and defended by counsel approved by Lessor.
TWENTY-THIRD: To the extent not expressly prohibited by law, Lessor, its agents, employees
and servants shall not be liable and Lessee waives all claims for injury to person or damage to property
sustained by Lessee or any other person occurring in or about the Building or the Premises, resulting
dirACtly.or indirectly from any existing or future condition. defect. matter or thing in the Premises, the
Building or any part of the Building or from equipment or appurtenances becoming out of repair or from
accident, or from any occurrence or act or omission of Lessor, its agents, employees or servants or of any
Lessee or occupant of the Building, or of any other person. This Section shall apply especially, but not
exclusively, to damage caused as stated above or by the flooding of basements or other subsurface areas
or by refrigerators, sprinkling devices, air-conditioning apparatus, fire, explosion, falling plaster, steam,
gas, electricity, frost, ice, steam, excessive heat or cold, broken glass, sewage, gas, odors, or noise, or
the busting or leaking of pipes or plumbing fixtures, water, rain or leaks from any part of the Building or
from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other
place or by dampness or by any other cause of whatsoever nature, and shall apply equally whether any
damage results from the act or omission of other business Lessees or occupants in the Building or any
other persons, and whether damage is caused by or results from any thing or circumstance whether of a
like or wholly different nature. Lessor and its agents shall not be liable for any damage to property of
Lessee or of others entrusted to employees of the Building, nor for the loss of or damage to any property
of Lessee by theft or otherwise. Lessor and its agents shall not be liable for any injury or damage to
persons or property resulting from the acts or omissions or events or occurrences identified in this
Section, unless Lessor had actual knowledge in advance that the act, event or occurrence was going to
occur, had ample opportunity to prevent the act, event or occurrence (and resulting damage or injury),
Lessee itself could not have prevented the act, event or occurrence (and resulting damage or injury), and
Page 11 of 12
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Lessor's actions or omissions caused the damage or injury by or due to Lessor's own gross negligence.
Lessor and its agents shall not be liable for any such damage caused by other Lessees or persons in the
Building or caused by operations in construction of any private, public, or quasi-public work; nor shall
Lessor be liable for any patent defect in the Premises or in the Building. If at any time any windows of the
Premises are temporarily or permanently closed, darkened, or bricked up for any reason whatsoever
including, but not limited to, Lessor's own acts, Lessor shall not be liable for any damage Lessee may
sustain thereby, and Lessee shall not be entitled to any compensation therefore, nor abatement of rent,
nor shall the same release Lessee from its obligations hereunder, nor constitute an eviction. Lessee shall
give immediate notice to Lessor in case of fire or accidents in the Premises or in the Building or of defects
therein or in any fixtures or equipment.
TWENTY-FOURTH: In the event the Premises or Building are damaged by fire, explosion or other
casualty, Lessor shall not be obligated to repair, restore or rebuild. In such an event, this Lease shall
terminate immediately at the option of either party.
TWENTY-FIFTH: JURY AND COUNTERCLAIM WAIVERS LESSOR AND LESSEE SHALL AND
THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER. SAID WAIVER IS
EFFECTIVE AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO ANY MATTER, DISPUTE OR
CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF
LESSOR AND LESSEE, LESSEE'S USE OR OCCUPANCY OF THE PREMISES, AND ANY
EMERGENCY OR OTHER STATUTORY REMEDY WHETHER THE MATTERS OR DISPUTES
INVOLVE A CLAIM OF CONTRACT, TORT OR OTHERWISE. LESSEE FURTHER AGREES THAT IT
SHALL NOT INTERPOSE ANY COUNTERCLAIM OR THIRD PARTY COMPLAINTS IN A SUMMARY
PROCEEDING OR IN ANY ACTION BASED ON HOLDOVER OR NON-PAYMENT OF RENT AND
ADDITIONAL RENT AND/OR ANY OTHER SUM PAYABLE HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this instrument for the
purpose herein expressed, the day and year above written.
Signed, sealed and delivered in the presence of:
ALZHEIMER'S DISEASE AND RELATED
DISORDERS ASSOCIATION -
CITY OF DELRAY BEACH SOUTHEAST FLORIDA CHAPTER, INC.,
d/b/a ALZHEIMER'S ASSOCIATION
By. ~ Pef'lmar) ::UTëFDAC~
~:'.. ('=y~~
Name:
Title: M Q'1 0 f Page 12 of 12
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RESOLUTION NO. 40-05
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 DELRA Y BEACH,
FLORIDA; PROVIDING FOR A PUBLIC HEARING AND AN
EFFECTIVE DATE.
WHEREAS. the City of Delray Beach, Florida, wishes to acquire certain property located
at 850 North Congress Avenue, Delray Beach, Florida, to provide land for senior/community
center purpose; 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 the Alzheimer's Disease and Related Disorders Association -
Southeast Florida Chapter, Inc., d/b/a Alzheimer's Association Southeast Florida Chapter, as
Seller, for the purchase price of Four Million Seven Hundred and Fifty Thousand Dollars
($4,750,000.00), and other good and valuable consideration; said parcel being more particularly
described as follows:
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of
the Southeast 1,4 lying Northerly of and adjacent to Lake Ida Road and
Westerly of and adjacent to Congress Avenue, Section 7, Township
46 South, Range 43 East. Palm Beach County, Florida.
(Otherwise referred to as the Alzheimer Property located on the
northwest corner of Lake Ida Road and Congress Avenue)
\()~
·
Section 2. That the terms and conditions contained in the contract for sale and purchase
and addenda thereto between the City of Delray Beach, Florida, and the Seller as hereinabove
named are incorporated herein as Exhibit "An.
Section 3. A Public Hearing shall be held on June 21, 2005.
PASSED AND ADOPTED in regular session on the day of ,2005.
MAYOR
Attest:
City Clerk
2 RES. NO. 40-05
--------
CONTRACT FOR SALB AND PURCHASE
PARTIBS: ALZHBIMER'S DISEASB AND RBLATBD DISORDBRS ASSOCIATION - SOUTHBAST
FLORIDA CHAPTBR, INC. , D/B/A ALZHEIMER'S ASSOCIATION SOUTHEAST FLORIDA CHAPTER,
("Seller") , of West Palm Beach, Florida (Phone: 1-800-861-7826) , and the CITY OF
DBLRAY BEACH, a Florida municipal corporation, (II Buyer") , C/O 200 NW 1st Avenue,
Delray Beach, FL 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. DBSCR.IPTION:
(a) Legal description of the Real Property located in Palm Beach County,
Florida: See Legal Description attached hereto as Exhibit "A"
Property Control No. 12-43-46-07-00-000-5000
(b) Street address, city, zip, of the Property is: 850 North Congress
Avenue, Delray Beach, Florida
n. PURCHASB PR.ICE $4,750,000.00
PAYMBNT:
(a) Deposit(s) to be held in escrow by Robert W.
Federspiel, P.A. Trust Account in the amount of $ 50,000.00
(b) Balance to close shall be paid in the form of
U.S. cash or a LOCALLY DRAWN certified or
cashier's check, subject to adjustments
or prorations $4,700,000.00
III. TIME FOR ACCEPTANCB; EFFECTIVE DATE, FACSIMILB: 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 July 1, 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 thi s offer. A facsimile copy of this Contract and any signatures
thereon shall be considered for all purposes as originals.
IV. TITLB EVIDBNCE: within thirty (30) days from the Effective Date of this
Contract, (CHECK ONLY ONE) : X 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 DATE: This transaction shall be closed and the deed and other
closing papers delivered within ninety (90) calendar days following the execution
of this Contract, unless modified by other provisions of Contract.
VI. R.BSTRICTIONS, 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 7-1/2
Page 1 of 12 \~::)(.~,,\)\~ ," Å. //
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
subject to Paragraph XI E.
VIII. TYPEWRITTBN OR. HANDWRITTBN 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. DISCLOSURBS:
(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.
XI. SPECIAL CLAUSBS, ADDENDA: If additional terms are to be provided, attach
addendum and CHECK HERE X
----------
CITY OF DELRAY BEACH ALZHEIMER'S DISEASE AND RELATED
DISORDERS ASSOCIATION - SOUTHEAST
FLORIDA CHAPTER, INC., D/B/A ALZHEIMER'S
ASSOCIATION SOUTHEAST FLORIDA CHAPTER
By: By:
Date Date
Print Name: Print Name:
Social Security
Tax ID No. or Tax ID No.
Date
Social Security
or Tax ID No.
Deposit (s) under Paragraph II (a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE: ROBERT W. FEDERSPIEL, P.A. (Escrow Agent)
By:
Page 2 of 12
ADDBNDUM TO CONTRACT FOR. SALB AND PURCHASE
SELLER: ALZHEIMER'S DISEASE AND RELATED DISORDERS ASSOCIATION -
SOUTHEAST FLORIDA CHAPTER, INC. , D/B/A ALZHEIMER'S
ASSOCIATION SOUTHEAST FLORIDA CHAPTER
BUYER: CITY OF DELRAY BEACH, a Florida municipal corporation
PROPERTY ADDRESS: 850 North Congress Avenue, Delray Beach, Florida
XI. SPECIAL CLAUSBS, ADDENDA (Continued) :
A. 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 Regulations Section 1.1445-2.
If the Seller provides the Buyer wi th 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.
B. The Buyer shall have sixty (60) calendar days 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.
Page 3 of 12
C. This Contract is expressly contingent and conditioned upon the approval
of the same by the City Commission of the City of Delray Beach.
D. The parties represent and warrant that there is no broker involved in
this transaction to whom a commission would be due other than William Plum, who
will be paid by Buyer.
E. Seller, upon selling the property, does not intend to operate a daycare
facility. The parties agree that Seller will need a minimum of 6 months to wind
up the current operations of the existing daycare facility. The Buyer desires to
afford the Seller ample and reasonable transition time, not to exceed one year,
unless mutually agreed otherwise by the parties in writing. To facilitate the
transition period, Buyer and Seller will enter into a lease in form attached
hereto as Exhibit "B." During the wind up period, Seller will not enter any new,
modified or renewed agreements for the care of patients, that go beyond a period
that is six months from the date of closing.
SELLERS' INITIALS: BUYER'S INITIALS:
Page 4 of 12
--
STANDARDS FOR RBAL ESTATE TRANSACTIONS
A. BVIDBNCB OF TITLE: (1) An abstract of t1tle prepared or brought current by a reputable and eX1st1ng abstract f1rm (1f not
eX1st1ng then cert1f1ed as correct by an eX1st1ng f1rm) purport1ng to be an accurate SynOpS1S of the 1nstruments affect1ng t1tle to
Real Property recorded 1n the publ1c records of the county where1n Real Property 1S located, through Effect1ve Date. It shall
commence w1th the earl1est publ1c records, or such later date as may be customary 1n the county. Upon clos1ng of th1s Contract, the
abstract shall become the property of Buyer, subJect to the r1ght of retent10n thereof by f1rst mortgagee unt11 fully pa1d (2) A
t1tle lnsurance commltment 1ssued by a Flor1da 11censed t1tle 1nsurer agree1ng to 1ssue to Buyer, upon record1ng of the deed to
Buyer, an owner's pol1cy of t1tle 1nsurance 1n the amount of the purchase pr1ce, 1nsur1ng Buyer's t1tle to Real Property, subJect
only to 11ens, encumbrances, except10ns or qua11f1cat10n prov1ded 1n th1s Contract and those wh1ch shall be d1scharged by Seller at
or before clos1ng. Seller shall convey a marketable t1tle subJect only to 11ens, encumbrances # except10ns or qua11f1cat10ns set forth
1n Contract Marketable t1cle shall be determ1ned accord1ng to appl1cable T1tle Standards adopted by author1ty of The Flor1da Bar
and 1n accordance w1th law. Buyer shall have 30 days, 1f abstract, or 5 days, 1f t1tle comm1tment, from date of rece1v1ng eV1dence of
t1tle to examlne 1t. If t1tle 1S found defect1ve, Buyer shall, w1th1n 3 days thereafter, not1fy Seller 1n wr1t1ng spec1fY1ng
defect(s) . If the defect(s) render t1tle unmarketable, Seller w111 have 30 days from rece1pc of not1ce to remove the defect(s),
fa111ng wh1ch Buyer shall, w1thJ.n fl.ve (5) days afcer exp1rat10n of the th1rty (30) day per10d, de11ver wr1tten not1ce to Seller
e1 ther (1) extend1ng the t1me for a reasonable per10d not to exceed 120 days w1th1n wh1ch Seller shall use d111gent effort co remove
the defects, or (2)request1ng a refund of depos1t(s) pa1d wh1ch shall 1mmed1ately be returned to Buyer. If Buyer fa1ls to so not1fy
Seller, Buyer shall be deemed to have accepted the t1tle as 1t then 1S Seller shall. 1f t1tle 1S found unmarketable, use d1 hgent
effort to correct defect(s) 1n t1tle w1th1n the t1me prov1ded therefor If Seller 1S unable to t1mely correct the defects, Buyer
shall e1ther wa1ve the defects, or rece1ve a refund of depos1t(s), thereby releas1ng Buyer and Seller from all further ob11gat10n
under th1s Contract
B. PtlRCHASB MONEY MORTGAGE; SECURITY AGRBBMENT TO SELLER: A purchase money mortgage and mortgage note to Seller shall prov1de for a
30 day grace per10d 1n the event of default 1f a f1rst mortgage and a 15 day grace per10d 1f second or lesser mortgage; shall prov1de
for r1ght of prepayment 1n whole or 1n part w1chout penalty, shall perm1t accelerat10n 1n event of transfer of the Real Property;
shall requ1re all pr10r 11en and encumbrances to be kept 1n good stand1ng and forb1d mod1f1cat10ns of or future advances under pr10r
mortgage (s) , shall requ1re Buyer to ma1nta1n pol1c1es of 1nsurance conca1n1ng a standard mortgagee clause cover1ng all 1mprovements
located on the Real Property aga1nst f1re and all per1ls 1ncluded w1th1n the term "extended coverage endorsements" and such other
r1sks and per1ls as Seller may reasonably requ1re, 1n an amount equal to the1r h1ghest 1nsurable value, and the mortgage, note and
secur1ty agreement shall be otherw1se 1n form and content requ1red by Seller; but Seller may only requ1re clauses customar11y found
1n mortgages, mortgage notes, and secur1ty agreements generally ut111zed by sav1ng and loan 1nst1tut10ns or state or nat10nal banks
located 1n the county where1n Real Property 1S located. All Personal Property and leases be1ng conveyed or ass1gned w11l, at
Seller's opt10n, be subJect to the 11en of a secur1ty agreement eV1denced by recorded f1nanc1ng statements. If a balloon mortgage,
the f1nal payment w111 exceed the per10d1c payments thereon.
C. SURVEY: Buyer, at Buyer's expense, w1th1n t1me allowed to del1ver eV1dence of t1tle, may have Real Property surveyed and
cert1f1ed by a reg1stered Flor1da surveyor. If the survey d1scloses encroachments on the Real Property or that 1mprovements locaced
thereon encroach on setback llnes, easements, lands of others, or v10late any restrlctl.OnS, Contract covenants or apphcable
governmental regulat10n, the same shall const1tute a t1tle defect.
Ð HnIIITBS I Bti)er, at Btiyer's e"peRse, _1tR1R t1me alla~ed ts del1.er e'1deRee af t1tle aRà ts En3Ru.ne eaæe, ma) !la.e Real
Prapert) 1Rspeeted 19) a Flar1da Cert1f1ed Pest CaRtral Operatar ("Operatar" ) ta determ1Re 1f tRere 1S aR) .1s1191e aet1.e term1to
1Rfeatat1sR ar 1s119le eJUat1R§ daR\ð.§e fram teI'fllite 1Rfeatat1sa 1R tRe Prepert)' If e1t.er ar 1getR are fatiRà, B,,)er .'111 Ra.e 1 àa)a
fram date af _r1tteR Ret1ee tRereaf _1tluR ·,1.1eR ta .a.e esst af treatmeRt, 1£ rcEftllrcà, eat1lMted 19) t.e Operatar aRd all àama§e
1Rspeeted aRd est1mated 19y a 11eeRsed 19u1lder sr §eReral eSRtraetar. Geller shall pa) .a11d east a af treatmoRt aRd repa1r sf all
dama§e tip ta the ame"Rt prs.1ded 1R para§raph ______ (a) If eat1mated eaata eJ<eeed that alRaliRt, B,,)er Bhall Ha.e the apt1sR of
eaReel1R§ th1S CSRtraet _1th1R S da)s after reee1pt af eORtraeEar'S repa1r est1lMte 19y §1.1R9 .'r1tteR F!ot1ee ta Ðeller ar Bu)er ma)
eleet ta praeeeà ~1th the traRsaet1ea, anà reee1.e a ereà1t at elaa1R§ aA the aRIB"8t pra:1àeà 18 Para§raph _____ (a) . "TeFfl\1tea"
shall 1ge deemed te 1Relude all ,aad destra)18§ sr§a81Ðms re~1red ta 1ge rel'arted uRàer the Flar1da Pest CaRtral ~et, as ameRàed
E. INGRBSS AND EGRESS: Seller warrants and represents that there 1S 1ngress and egress to the Real Property suff1c1ent for the
1ntended use as descr1bed 1n Paragraph VI hereof, t1tle to wh1ch 1S 1n accordance w1th Standard A.
F. LEASBS: Seller shall, not less than 15 days before clos1ng, furn1sh to Buyer cop1es of all wr1tten leases and estoppel letters
from each tenant spec1fY1ng the nature and durat10n of the tenant's occupancy, rental rates, advanced rent and secur1ty depos1ts pa1d
by tenant If Seller 1S unable to obta1n such letter from each tenant, the same 1nformat10n shall be furn1shed by Seller to Buyer
w1th1n that t1me per10d 1n the form of a Seller's aff1dav1t, and Buyer may thereafter concact tenants to conf1rm such 1nformat10n.
Seller shall, at clos1ng, del1ver and ass1gn all or1g1nal leases to Buyer
G. LIBNS: Seller shall furn1sh to Buyer at t1me of clos1ng an aff1dav1t attest1ng to the absence, unless otherw1se prov1ded for
here1n, of any f1nanc1ng statements, cla1ms of 11en or potent1al 11enors known to Seller and further attest1ng that there have been
no 1mprovements or repa1rs to Property for 90 days 1mmed1ately preced1ng date of clos1ng If Property has been 1mproved, or repa1red
w1th1n that t1me, Seller shall de11ver releases or wa1vers of mechan1cs' 11ens executed by all general contractors, subcontractors,
supp11ers, and mater1almen 1n add1t10n to Seller's 11en aff1dav1t sett1ng forth the names of all such general contractors,
subcontractors, suppl1ers and mater1almen and further aff1rm1ng that all charges for 1mprovements or repa1rs wh1ch could serve as a
bas1s for a mechan1c's 11en or a cla1m for damages have been pa1d or w111 be pa1d at clOS1ng of th1s Contract.
H. PLACB OF CLOSING: Clos1ng shall be held 1n the county where Real Property 1S located, at the off1ce of the attorney or other
clos1ng agent des1gnated by Seller,
I. TDŒ: In comput1ng t1me per10ds of less than S1X (6) days, Saturdays, Sundays and state or nat10nal legal hol1days shall be
excluded. Any t1me per10ds prov1ded for here1n wh1ch shall end on Saturday, Sunday or legal hol1day shall extend to 5:00 pm, of the
next bus1ness day. Time is of the essence in this Contract.
J. DOCUMBNTS FOR CLOSING: Seller shall furn1sh deed, b1l1 of sale, construct10n 11en aff1dav1t, owner's possesB1on aff1dav1t,
ass1gnments of leases, tenant and mortgage estoppel letters, and correct1ve 1nstruments Buyer shall furn1sh clos1ng statemenc,
mortgage, mortgage note, secur1ty agreement, and f1nanc1ng statements
K. BXPBNSBS I Documentary stamps on the deed and record1ng correct1ve 1nstruments shall be pa1d by Seller Documentary stamps and
1ntang1ble tax on the purchase money mortgage and any mortgage assumed, and record1ng of purchase money mortgage to Seller, deed and
f1nanc1ng statements shall be pa1d by Buyer. Unless otherw1se prov1ded by law or r1der to th1s Contract, charges for the follow1ng
related t1tle serv1ces, namely t1tle or abstract charge, t1tle exam1nat10n, and settlement and clos1ng fee, shall be pa1d by the
party respons1ble for furn1sh1ng the t1tle eV1dence 1n accordance w1th Paragraph IV
L. PRORATIONS; CREDITS: Taxes, assessment s, rent, 1nterest, 1nsurance and other expenses and revenue of Property shall be prorated
through day before clos1ng, Buyer shall have the opt10n of tak1ng over any eX1st1ng pol1c1es of 1nsurance, 1f assumable, 1n wh1ch
event prem1ums shall be prorated. Cash at clos1ng shall be 1ncreased or decreased as may be requ1red by prorat1ons to be made through
day pr10r co clos1ng or occupancy 1f occupancy occurs before clos1ng. Advance rent and secur1ty depos1ts w111 be cred1ted to Buyer.
Escrow depos1ts held by mortgagee w111 be cred1ted to Seller. Taxes shall be prorated based on the current year's tax w1th due
allowance made for maX1mum allowable d1scount, homestead and other exempt10ns. If clos1ng occurs at a date when the current year's
m111age 1S not f1xed. and current year's assessment 18 ava11able, caxes w111 be prorated based upon such assessment and the pr10r
year's m111age If current year's assessment 1S not ava11able, then taxes w111 be prorated on the pr10r year's tax. If there are
completed 1mprovements on Real Property by January 1st of year of clos1ng, wh1ch 1mprovements were not 1n eX1stence on January 1st of
Page 5 of 12
the pr~or year, then taxes shall be prorated based upon the pr~or year's m~llage and at an equ~table assessment to be agreed upon
between the part~es, fa~l~ng wh~ch, request w~ll be made to the County Property Appra~ser for an ~nformal assessment tak~ng ~nto
cons~deration ava~lable exempt~ons Any tax prorat~on based on an est~mate shall, at request of e~ther party, be readJusted upon
rece~pt of tax b~ll on cond~t~on that a statement to that effect ~s s~gned at clos~ng.
M. SPBCIAL ASSBSSMENT LIENS: Cert~f1ed, conf~rmed and rat~f~ed spec~al assessment l~ens as of date of clos~ng (not as of Effect~ve
Date) are to be pa~d by Seller Pend~ng l~ens as of date of clos~ng shall be assumed by Buyer. If the ~mprovement has been
substant~ally completed as of Effect~ve Date, any pend~ng l~en shall be cons~dered as cert~f~ed, conf~rmed or rat~f~ed and Seller
shall , at clos~ng, be charged an amount equal to the last est~mate of assessment for the ~mprovement by the publ~c body
N. INBPBS'i'IeN . RBPAIR 1IHÐ Ml.IN'i'BN.\!ISB. E::eller ./arraats that, as ef 19 da)s pr~ar te eles~B§, tRe cc~l~R§, rsef (~Behid~R§ tRe
faae~a aBà aaff~ta) aBd euterlar aBà J.Rtcrlsr alIa, fablRàatlÐß, aea..alla (ar c~l.aleBt) aBd àaelta§e àa Rat àa',e aB) \'H:IBLE
¡;;VIBEtIC ;¡ af 1 ealts , "ater àama§e ar str"et'dral daH\ð§e and taat the sept~e ta"lt, peel, all "'ppl~"'nees, meehaB~eal ltems, heatu,§,
eaallB§, eleetrleal, pl"æB1B§ a}stems aBd maeR1Ber} are lB tIORKIUC CO!IÐITIOU. TRe fere§alB§ .'arraBt) sRall Be 11mited te tse ltems
apeelfled aBless etacn.lse pre.~ded ~B aB addeBæ.m. Bu} er ma}, at Ba}er'a cupeRsc, Ra e lBapeetlBBa made sf taese ltems Ð) a fH'," ar
lBdl.~d"al speelallz1fl§ 1B Reme lB~eetlBBs aRd ReldlR§ aR eee~atlÐRal 11eeRse far s"eR p"~Bse (1 f re'Jliued) er È» an ~r~rlately
11eeBsed Flarlda eBBtraetar. B,,)cr saall, pr~ar te B")Cr'B eeeHpaBe} ar RBt less taaB 19 da)s prler ta elaslR§, \ RleRe er aee"rs
flrst, repart lB \.rlt~B§ ta £eller sHeR ltems that do Bat meet tRe aBB e staBàards as tB defeets Ualess Bu}er tlmel} reparts slieR
defects, B"yer shall Be deemed te ha.e ""'l.ed E::eller's 'arraBtles as te àefeets Ret reperteà. If repalrs er replaeement are rC'Jli~reà
ta eamlÜ} ..ltR tR1S £taBdard, Celler sRall ea"se tRem ta Be made aBd sRall pa) lip te tRe ama"Bt pre.lded ~B paragrapR _____ (B)
Celler la Bat refl'llred te malte repalre or replaeemeBts af a easmetle RatHre uBless calised B} a de feet £eller ~s respaBs~Ble ta repa~r
ar replaee. If tRe eost of B"eà repalr er replaeemeBt e~ccede tRe ama"Bt pre.làed ~B Para§rapb _____ (B), B"}Cr ar Seller ma) eleet
ta pa} sHeR cneesa, fal1~n§ ..RH,R e~tàer part} ma) cancel tR1S COBtraet. If E::eller lS "BaBlc to earrect tRe defeets prler ta clas~B§,
tRe caat tRereaf aRall Be pa~d ~BtO eserB.. at cleslBg. 8eller sRall, upen rea80Hûsle aotlce, pre.lde "t~l~t~es ser>lee aRd aeeess ta
tRe Prepert} far lBspeetleRs, lnelHàlB§ a ..al), tRrs"§R prlar to cles~B§, te caBf~rm tRat all ~tems af persenal Prapert} are aa tRe
Real Frepert} aAd, sHJaJect te tRe fare§e~Ag, taat all re'Jli~red repalra aBd replaeemcBts Ra. e BeeB made aAd tRat tae Prepert),
lBel"d~R§ B"t Bet 11mlted ta, la.m, sRr"BJaer} and pael, If aB), Ras Beea malBta~Bed ~R tRe eeBd~tlaB eJ<lst~Bg as af Effeet~.e Bate,
erd~Rar} ..ear aBà tear eucel'ted.
O. RISK OF LOSS: If the Property lS damaged by f~re or other casualty before clos~ng and cost of restorat~on does not exceed 3\ of
the assessed valuatlon of the Property so damaged, cost of restorat~on shall be an obl~gat~on of the Seller and ClOSlng shall proceed
pursuant to the terms of Contract w~th restorat~on costs escrowed at closlng. If the cost of restorat~on exceeds 3\ of the assesBed
valuat~on of the ~mprovements so damaged, Buyer shall have the opt~on of elther tak~ng Property as 15, together wlth elther the 3\ or
any lnBurance proceedB payable by vlrtue of such loss or damage, or of cancel~ng Contract and rece~v~ng return of depos~t(s).
P. PROCBEDS OF SALE CLOSING PROCEDURB: The deed shall be recorded upon clearance of funds. If an abstract of tltle has been
furn~shed, eVldence of tltle Bhall be contlnued at Buyer's expenBe to Bhow t~tle In Buyer, w~thout 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 clos~ng date. If Seller's tltle lS
rendered unmarketable, through no fault of Buyer, Buyer shall, w~th~n the 5 day per~od, notlfy Seller In wrlt~ng of the defect and
Seller shall have 30 days from date of rece~pt of such not~f~catlon to cure the defect. If Seller fa~ls to t~mely cure the defect,
all deposlt (s) shall , upon wr~tten demand by Buyer and w~thln 5 daYB after demand, be returned to Buyer and slmultaneously w~th Buch
repayment, Buyer shall return PerBonalty and vacate Real Property and reconvey the Property to Seller by speclal warranty deed and
bl11 of sale If Buyer fal1B to make t~mely demand for refund, Buyer shall take t~tle as lS, wa~v~ng all r~ghts aga~nst Seller as to
any lntervenlng defect except as may be ava~lable to Buyer by vlrtue of warrant~es contalned ln the deed or b~ll of sale. Ifa
port~on of the purchase pr~ce ~s to be derlved from ~nstltutlonal f~nanc~ng or ref~nanclng, requ~rements of the lend~ng ~nst~tutlon
as to place, t~me of day and procedures for cloBlng, and for d~sbursement of mortgage proceeds shall control over contrary prov~s~on
ln th~B Contract. Seller shall have the r~ght to requ~re from the lend~ng lnst~tutlon a wrltten comrnltment that lt wl11 not wlthhold
d~Bbursement of mortgage proceeds as a result of any t~tle defect attrlbutable to Buyer-mortgagor The escrow and clos~ng procedure
requlred by th~B Standard may be wa~ved ~f tltle agent ~nsureB adverse matters pursuant to Sectlon 627.7841, F.S. , as amended.
Q. BSCROW: Any eBcrow agent ("Agent" ) recelv~ng funds or equlvalent ~B author~zed and agrees by acceptance of them to deposlt them
promptly, hold Bame ~n eBcrow and, subJect to clearance, d~sburse them ~n accordance w~th terms and condlt~onB of Contract. Fallure
of clearance of fundB shall not excuse Buyer's performance If ~n doubt as to Agent's dutleB or 11abl1~t~es under the provls~onB of
Contract, Agent may, at Agent's opt~on, cont~nue to hold the subJect matter of the escrow untl1 the part~es hereto agree to ~ts
d~sburBement, or untl1 a Judgment of a court of competent Jur~sd~ct~on shall determ~ne the r~ghts of the part~es or Agent may depos~t
w~th the clerk of the c~rcult court havlng Jurlsdlctlon of the dlspute. Upon notlfy~ng all partles concerned of such act lon, all
l~ab~llty on the part of Agent shall fully termlnate, except to the extent of accountlng for any ~tems prevl0usly del~vered out of
escrow. If a l~censed real estate broker, Agent w~ll comply w~th prov~s~ons of Chapter 475, F.S. , as amended. Any su~t between Buyer
and Seller where Agent ~s made a party because of actlng as Agent hereunder, or ~n any SUlt whereln Agent ~nterpleadB the subJect
matter of the escrow, Agent shall recover reasonable attorneys' fees and costs lncurred w~th these amountB to be pa~d from and out of
the escrowed fundB or equ~valent and charged and awarded as court costs ~n favor of the preva~l~ng party. The Agent shall not be
llable to any party or person for mlsdel~very to Buyer or Seller of ~tems subJect to thlS escrow, unless such m~sdel~very ~s due to
wl11ful breach of Contract or gross negllgence of Agent.
R. AT'1'ORNBY 7US, COSTS: In any 11t~gat~on, ~nclud~ng breach, enforcement or ~nterpretat~on, ar~B~ng out of th~s Contract, the
preva~l~ng party ~n Buch 11t~gat~on WhlCh, for the purposes of thlB Standard, shall lnclude Seller, Buyer, and any brokers act~ng ln
agency or nonagency relat~onBhlps authorlzed by Chapter 475, F S., as amended, shall be ent~tled to recover from the non-preval1~ng
party reaBonable attorney's fees, costs, and expenses
S. FAILURE OF PBRP'ORMANCB: If Buyer fal1B to perform th~s Contract w~th~n the t~me Bpec~f~ed (lnclud~ng payment of all deposlt(s»,
the depoB~t(s) pald by Buyer and depos~t(s) agreed to be pa~d, may be recovered and reta~ned by or for the account of Seller as
agreed upon l~quldated damageB, cons~derat~on for the executl0n of th~B Contract and ln full settlement of any cla~ms; whereupon,
Buyer and Seller shall be rel~eved of all obllgat~ons under Contract, or Seller, at Seller'B opt~on, may proceed ~n equ~ty to enforce
Seller's r~ghts under th~B Contract If, for any reason other than fa~lure of Seller to make Seller's tltle marketable after d~llgent
effort, Seller fa~ls, neglects or refuses to perform thlS Contract, the Buyer may seek spec~flc performance or elect to recelve the
return of Buyer'B depos~t(s) wlthout thereby walv~ng any actl0n for damages resultlng from Seller's breach.
T. CONTRACT NOT RBCORDABLB, PBRSONS BOUND; NOTICB: Ne~ther th~s Contract nor any notlce of ~t shall be recorded ~n any publ~c
records. ThlB Contract shall b~nd and lnure to the benef~t of the partles and the~r successors In ~nterest. Whenever the context
perm~t8 Blngular shall lnclude plural and one gender Bhall ~nclude all Not~ce g~ven by or to the attorney for any party shall be as
effectlve aB ~f glven by or to that party.
U. CONVEYANCB : Seller Bhall convey t~tle to Real Property by statutory warranty, trustee's, personal representatlve'B or guard~an's
deed, aB appropriate to the BtatuB of Seller, BubJect only to matters conta~ned ln Paragraph VI and those otherw~Be accepted by
Buyer. PerBonal Property Bhall, at requeBt of Buyer, be transferred by an absolute bl11 of sale w~th warranty of t~tle, subJect only
to such matters aB may be otherwise provlded for hereln.
V. OTHER AGRBlDŒNTS: No pr~or or present agreements or representatlons shall be b~ndlng upon Buyer or Seller unleBB ~ncluded In
thlS Contract No mod~f~catlon or change ~n th~B Contract shall be valld or b~nd~ng upon the part~eB unless In wrlt~ng and executed
by the party or part~eB lntended to be bound by ~t.
W. WARRANTIBS: Seller warrants that there are no facts known to Seller mater~ally affect~ng the value of the Property WhlCh are not
readl1y obBervable by Buyer or WhlCh have not been d~Bclosed to Buyer.
Page 6 of 12
EXHIBIT 'A'
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of the
Southeast 'X lying Northerly of and adjacent to Lake Ida Road and Westerly
of and adjacent to Congress Avenue, Section 7, Township 46 South, Range
43 East, Palm Beach County, Florida.
Page 7 of 12
EXHIBIT 'B'
BUSINESS LEASE
THIS AGREEMENT, entered into this _ day of , 2005, between the
CITY OF DELRAY BEACH, hereinafter called the Lessor, party of the first part, and the ALZHEIMER'S
DISEASE AND RELATED DISORDERS ASSOCIATION - SOUTHEAST FLORIDA CHAPTER, INC.,
d/b/a ALZHEIMER'S ASSOCIATION SOUTHEAST FLORIDA CHAPTER, of West Palm Beach, of the
County of Palm Beach and State of Florida, hereinafter called the Lessee or Lessee, party of the second
part:
WITNESSETH, That the said Lessor does this day lease unto said Lessee, and said Lessee does
hereby hire and take as Lessee under that certain real property described as:
The Southerly 909.94 feet of the Easterly 373.61 feet of that part of the
Southeast % lying Northerly of and adjacent to Lake Ida Road and Westerly
of and adjacent to Congress Avenue, Section 7, Township 46 South, Range
43 East, Palm Beach County, Florida.
Property Control No. 12-43-46-07-00-000-5000
beginning the _ day of , 2005, and no later than _ day of ,200_, at
and for the agreed total rental of one dollar ($1.00). If the Lessee does not timely vacate the property, the
Lessee shall pay to the Lessor holdover rent of $500.00 per day until such time as possession is restored
to the Lessor. The Lessee will be liable to Lessor for and will indemnify Lessor against all manner of claim,
loss or damages (including injury to person or property) arising out of this Lease.
The following express stipulations and conditions are made a part of this lease and are hereby
assented to by the Lessee:
FIRST: The Lessee shall not assign this lease, nor sub-let the premises, or any part thereof nor
use the same, or any part thereof, nor permit the same, or any part thereof, to be used for any other
purpose than for use as a day care facility for Alzheimer patients and related transportation, nor make any
alterations therein, and all additions thereto, without the written consent of the Lessor, except that the
Foundation may assign this Lease to the Mae Volen Center to provide day care or transportation services
during the wind up period, not to exceed twelve (12) months from the date the City closed on the purchase
of the property.
SECOND: All personal property placed or moved in the premisès above described shall be at the
risk of the Lessee or owner thereof, and Lessor shall not be liable for any damage to said personal
property, or to the Lessee arising from the bursting or leaking of water pipes, or from any act of negligence
of any co-Lessee or occupants of the building or of any other person whomsoever.
THIRD: The prompt payment of the rent for said premises upon the dates named, and the faithful
observance of the rules and regulations printed upon this lease, and which are hereby made a part of this
covenant, and of such other and further rules or regulations as may be hereafter made by the Lessor, are
the conditions upon which the lease is made and accepted and any failure on the part of the Lessee to
comply with the terms of said lease, or any of said rules and regulations now in existence, or which may
be hereafter prescribed by the Lessor, shall at the option of the Lessor, work a forfeiture of this contract,
and all of the rights of the Lessee hereunder.
FOURTH: If the Lessee shall abandon or vacate said premises before the end of the term of this
lease, or shall suffer the rent to be in arrears, the Lessor may, at his option, forthwith cancel this lease or
he may enter said premises as the agent of the Lessee, without being liable in any way therefor, and relet
the premises with or without any furniture that may be therein, as the agent of the Lessee, at such price
and upon such terms and for such duration of time as the Lessor may determine, and receive the rent
Page 8 of 12
therefor, applying the same to the payment of the rent due by these presents, and if the full rental herein
provided shall not be realized by Lessor over and above the expenses to Lessor In such re-Ietting, the said
Lessee shall pay any deficiency, and if more than the full rental is realized Lessor will pay over to said
Lessee the excess of demand.
FIFTH: Lessee hereby accepts the premises in the condition they are in at the beginning of this
lease. Lessor shall maintain the interior and exterior of the premises in the same condition as at the
commencement of this lease, reasonable wear and tear excepted.
SIXTH: It is expressly agreed and understood by and between the parties to this Agreement, that
the Lessor shall not be liable for any damage or injury by water, which may be sustained by the said
Lessee or other person or for any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of any other Lessee or agents, or employees.
SEVENTH: If the Lessee shall become insolvent or if bankruptcy proceedings shall be begun by
or against the Lessee, before the end of said term the Lessor is hereby irrevocably authorized at its option,
to forthwith cancel this lease, as for a default. Lessor may elect to accept rent from such receiver, trustee,
or other judicial officer during the term of their occupancy in their fiduciary capacity without affecting
Lessor'srights as contained in this contract, but no receiver, trustee or other judicial officer shall ever have
any right, title or interest in or to the above described property by virtue of this Contract.
EIGHTH: This Contract shall bind the Lessor and its assigns or successors, and the heirs,
assigns, personal representatives, or successors as the case may be, of the Lessee.
NINTH: It is understood and agreed between the parties hereto that time is of the essence of this
Contract and this applies to all terms and conditions contained herein.
TENTH: It is understood and agreed between the parties hereto that written notice mailed or
delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written
notice mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to
comply with the terms of this contract.
ELEVENTH: The rights of the Lessor under the foregoing shall be cumulative, and failure on the
part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the
said rights.
TWELFTH: Notwithstanding any other provision of this lease to the contrary, the Lessee shall be
responsible for the payment of all electric, gas, telephone and other public utilities furnished to the
demised premises.
THIRTEENTH: The Lessee agrees that as a condition to this lease, the Lessee shall at all times
during the term hereof maintain public liability insurance with limits of not less than $1,000,000.00 for
individual claims/$1 ,000,000.00 for aggregate claims resulting from personal injuries or property damage
occurring on or within the subject demised premises and such insurance policy shall expressly name the
Lessor as a coinsured and the Lessee shall furnish the Lessor with a current certificate of such Insurance
within five (5) days from the execution of this Lease.
FOURTEENTH: The Lessee is hereby prohibited from making any improvements to the subject
real property without the written consent of the Lessor. In the event a Claim of Lien shall be recorded
against the subject property as a result of any of Lessee's actions and such Lien shall not be discharged
of record within ten (10) days thereafter, the Lessee shall be deemed to be in default pursuant to the
terms of this lease.
FIFTEENTH: This Lease may be signed in counterpart.
SIXTEENTH: Radon Disclosure. Pursuant to Section 404.056(8), the following notification is
provided: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health unit.
Page 9 of 12
SEVENTEENTH: This Lease shall not be recorded by Lessee in the Public Records of the county
in which the Premises are located or in any other place. Any attempted recordation by Lessee shall render
this Lease null and void and entitle the Lessor to the remedies provided for Lessee's default.
EIGHTEENTH: Lessee represents and warrants that: (i) there are no proceedings pending or, to
the knowledge of Lessee, threatened before any court or administrative agency that would materially
adversely affect the ability of Lessee to enter into this Lease or the validity or enforceability of this Lease;
(ii) there is no provision of any existing mortgage, indenture, contract or agreement binding on Lessee
which would conflict with or in any way prevent the execution, delivery or performance of the terms of this
Lease; (iii) if Lessee is a corporation, partnership (general or limited), limited liability company, or other
entity, then the person executing this Lease on behalf of Lessee has been duly authorized to execute this
Lease on behalf of Lessee by the appropriate officers, directors, shareholders, partners (general or
limited) members, managers, principals or other persons or entities; (iv) Lessee is in good standing,
qualified to do business in the State of Florida; and (v) Lessee has full right, power and lawful authority to
execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained
herein, and to grant the estate herein demised, with no other person needing to join in the execution
hereof in order for this Lease to be binding on Lessee.
NINETEENTH: MOLD NOTICE AND DISCLOSURE, DISCLAIMER AND WAIVER. Mold is a type
of fungus. It occurs naturally in the environment, and it is necessary for the natural decomposition of plant
and other organic material. It spreads by means of microscopic spores borne on the wind, and is found
everywhere life can be supported. Buildings are not and cannot be, designed to exclude mold spores. If
the growing conditions are right, mold can grow in any building. Most people are familiar with mold growth
in their homes in the form of bread mold, and mold that may grow on bathroom tile. In order to grow, mold
requires a food source. This might be supplied by items, such as fabric, carpet or even wallpaper, or by
building materials, such as drywall, wood and insulation, to name a few. Also, mold growth requires a
temperate climate. The best growth occurs at temperatures between 40°F and 1000 F. Finally, mold
growth requires moisture. Moisture is the only mold growth factor that can be controlled in an office
setting. By minimizing moisture, a person can reduce or eliminate mold growth. MOisture can have many
causes. Spills, leaks, overflows, condensation, and high humidity are common sources of moisture. Good
maintenance practices are essential in the effort to prevent or eliminate mold growth. If moisture is
allowed to remain on the growth medium, mold can develop within 24 to 48 hours. All mold is not
necessarily harmful, but certain strains of mold have been shown to have adverse health effects in
susceptible persons. The most common effects are allergic reactions, including skin irritation, watery eyes,
runny nose, coughing, sneezing, congestion, sore throat and headache. Individuals with suppressed
immune systems may risk infections. Experts disagree about the level of mold exposure that may cause
health problems, and about the exact nature and extent of the health problems that may be caused my
mold. The Center for Disease Control states that a causal link between the presence of toxic mold and
serious health conditions has not been proven. People can take positive steps to reduce or eliminate the
occurrence of mold growth, and thereby minimize any possible adverse effects that may be caused by
mold. Should mold develop, thoroughly clean the affected area with a mild solution of bleach. First, test to
see if the affected material of surface is color safe. Porous materials, such as fabric, upholstery or carpet
should be discarded. Should the mold growth persist or be severe, call on the services of a qualified
professional cleaner. Whether or not a Lessee can experience mold growth depends largely on how the
Lessee manages and maintains the office Premises. Lessee agrees to have the Premises (including the
AlC ducts of the Premises) inspected for mold by qualified professionals at least once annually, to remain
vigilant and observant regarding the presence of mold, and to clean and remove any such mold found
within the Premises. Lessee further agrees to notify Lessor immediately in writing should Lessee suspect
the presence of mold within the Premises and Building. Lessee agrees that Lessor will not be responsible
for any damages caused by mold, or by some other agent, including without limitation, property damage,
personal injury, loss of income, emotional distress, death, loss of use, loss of value, and adverse health
effects, or any other effects. Any implied warranties, including an implied warranty of workmanlike
construction, an implied warranty of habitability, or an implied warranty of fitness for a particular use, with
respect to the occurrence of mold, are hereby waived and disclaimed.
TWENTIETH: Lessor may, but shall not be obligated to, cure any default by Lessee (specifically
including, but not by way of limitation, Lessee's failure to obtain insurance or make repairs; and whenever
Lessor so elects, all costs and expenses paid by Lessor in curing such default, including without limitation
Page 10 of 12
reasonable attorney's fees, shall be so much additional rent due on the nextrent date after such payment
together with interest (except in the case of said attorney's fees) at the highest rate then payable by
Lessee inthe state in which the Premises are located or in the absence of such a maximum rate, at the
rate of fifteen percent (15%) per annum, from the date of the advance to the date of repayment by Lessee
to Lessor.
TWENTY-FIRST: By taking possession of the Premises leased under this Lease, Lessee accepts
the Premises as being in good sanitary order, condition, and repair. Lessee, at Lessee's sole cost and
expense, shall keep the Premises and every part of it in good condition. Lessee waives all rights to make
repairs at the expense of Lessor as provided in any law, statute, or ordinance now or subsequently in
effect. Neither Lessor nor Lessor's agents have made any representations or promises with respect to the
physical condition of the Building, the land upon which it is erected or the Premises, the rents, leases,
expenses of operation or any other matter or thing affecting or related to the Premises except as herein
expressly set forth and no rights, easements or licenses are acquired by Lessee by implication or
otherwise. Lessee has inspected the Building and the Premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" on the Commencement Date, and acknowledges that the
taking of possession of the Premises by Lessee as of the Commencement Date shall be conclusive
evidence that the said Premises and the Building of which the same form a part were in good and
satisfactory condition at the time such possession was so taken. Lessee grants to Lessor the right to
come on to the premises at all times during the Lease term to inspect, plan, and to construct a
senior/community center on the premises. The Lessor shall, to the extent possible, avoid disruption to the
wind up of the day care program.
TWENTY-SECOND: Lessee will protect, indemnify and save harmless Lessor from and against
all liabilities, obligations, claims, damages, penalties, causes of action, costs and expense (including
without limitation, reasonable attorney's fees and expenses) imposed upon or incurred by or asserted
against Lessor by reason of (a) any accident, injury to or death of persons or loss of or damage to
property occurring on or about the Premises or Property or resulting from any act or omission of Lessee or
anyone claiming by, through or under Lessee; except if related to activities of the City to develop or
redevelop the property (b) any failure on the part of Lessee to perform or comply with any of the terms of
this Lease; or (c) performance of any labor or services or the furnishing of any materials or other property
in respect of the Premises or Property or any part thereof, except if related to activities of the City to
develop or redevelop the property. In case any action, suit or proceeding is brought against Lessor by
reason of any such occurrence, Lessee will, at Lessee's expense, resist and defend such action, suit or
proceeding, or cause the same to be resisted and defended by counsel approved by Lessor.
TWENTY-THIRD: To the extent not expressly prohibited by law, Lessor, its agents, employees
and servants shall not be liable and Lessee waives all claims for injury to person or damage to property
sustained by Lessee or any other person occurring in or about the Building or the Premises, resulting
directly or indirectly from any existing or future condition, defect, matter or thing in the Premises, the
Building or any part of the Building or from equipment or appurtenances becoming out of repair or from
accident, or from any occurrence or act or omission of Lessor, its agents, employees or servants or of any
Lessee or occupant of the Building, or of any other person. This Section shall apply especially, but not
exclusively, to damage caused as stated above or by the flooding of basements or other subsurface areas
or by refrigerators, sprinkling devices, air-conditioning apparatus, fire, explosion, falling plaster, steam,
gas, electricity, frost, ice, steam, excessive heat or cold, broken glass, sewage, gas, odors, or noise, or
the busting or leaking of pipes or plumbing fixtures, water, rain or leaks from any part of the Building or
from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other
place or by dampness or by any other cause of whatsoever nature, and shall apply equally whether any
damage results from the act or omission of other business Lessees or occupants in the Building or any
other persons, and whether damage is caused by or results from any thing or circumstance whether of a
like or wholly different nature. Lessor and its agents shall not be liable for any damage to property of
Lessee or of others entrusted to employees of the Building. nor for the loss of or damage to any property
of Lessee by theft or otherwise. Lessor and its agents shall not be liable for any injury or damage to
persons or property resulting from the acts or omissions or events or occurrences identified in this
Section, unless Lessor had actual knowledge in advance that the act, event or occurrence was going to
occur, had ample opportunity to prevent the act, event or occurrence (and resulting damage or injury),
Lessee itself could not have prevented the act, event or occurrence (and resulting damage or injury), and
Page 11 of 12
·
Lessor's actions or omissions caused the damage or injury by or due to Lessor's own gross negligence.
Lessor and its agents shall not be liable for any such damage caused by other Lessees or persons in the
Building or caused by operations in construction of any private, public, or quasi-public work; nor shall
Lessor be liable for any patent defect in the Premises or in the Building. If at any time any windows of the
Premises are temporarily or permanently closed, darkened, or bricked up for any reason whatsoever
including, but not limited to, Lessor's own acts, Lessor shall not be liable for any damage Lessee may
sustain thereby, and Lessee shall not be entitled to any compensation therefore, nor abatement of rent,
nor shall the same release Lessee from its obligations hereunder, nor constitute an eViction. Lessee shall
give immediate notice to Lessor in case of fire or accidents in the Premises or in the Building or of defects
therein or in any fixtures or equipment.
TWENTY-FOURTH: In the event the Premises or Building are damaged by fire, explosion or other
casualty, Lessor shall not be obligated to repair, restore or rebuild. In such an event, this Lease shall
terminate Immediately at the option of either party.
TWENTY-FIFTH: JURY AND COUNTERCLAIM WAIVERS LESSOR AND LESSEE SHALL AND
THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER. SAID WAIVER IS
EFFECTIVE AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO ANY MATTER, DISPUTE OR
CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF
LESSOR AND LESSEE, LESSEE'S USE OR OCCUPANCY OF THE PREMISES, AND ANY
EMERGENCY OR OTHER STATUTORY REMEDY WHETHER THE MATTERS OR DISPUTES
INVOLVE A CLAIM OF CONTRACT, TORT OR OTHERWISE. LESSEE FURTHER AGREES THAT IT
SHALL NOT INTERPOSE ANY COUNTERCLAIM OR THIRD PARTY COMPLAINTS IN A SUMMARY
PROCEEDING OR IN ANY ACTION BASED ON HOLDOVER OR NON-PAYMENT OF RENT AND
ADDITIONAL RENT AND/OR ANY OTHER SUM PAYABLE HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this instrument for the
purpose herein expressed, the day and year above written.
Signed, sealed and delivered in the presence of:
ALZHEIMER'S DISEASE AND RELATED
DISORDERS ASSOCIATION -
CITY OF DELRA Y BEACH SOUTHEAST FLORIDA CHAPTER, INC.,
d/b/a ALZHEIMER'S ASSOCIATION
SOUTHEAST FLORIDA CHAPTER
By: By:
Name: Name:
Title: Title:
Page 12 of 12
CC C(ttÒ(âß-~
24 Friday, June 17, 2005 - Boca RatonIDeIray Beach News . www.bocanews.com
--- 100 I--
LEGAL NOTICES
IIOTICI OF_
TO _ REAL PROPERTY
NOTICE IS HEREBY GIVEN. that the
C<Iy of 0e1l1ly Bead\, Ronda. IS oonsl<!-
enng the purchase of certaon real prop-
erty _ at 850 North Congress
Avenue. Delray Beach. florida, for
IllUl1tCIpal purposes, described as 101-
'11: Southerly 909 94 feet of the East-
~~~/~~ ~ part g¡ a~
ad¡aœntlo take Ida Road~Wester-
~ofand ~to ~Avenue
ectJon 7 = 46 , Range
43 East. Paim County, Aonda
~Otherwtse referred to as the AlzheImer
roperty _ on the nor1hwes1 cor-
n.. of take Ida Road and Congress
Avenue}
The purchase IS for Four Million Seven
Hundred and Fifty Thousand 00/1a15
($4.750,000 00) and IS subject to the
terms and condi1IonS of \he contract on
file W1Ih the CtIy CIer1t A resoIDbon of
the C<Iy ComlT1tSSlOn of the City of Oel-
I1Iy Beach, Ronda setlJng forth a publIC
hearing and authonzing the purthase
of property and mcorporating the
tenns and conditions of such purchase
wdl be oonSldered 10< 000pb0n by the
~:fu~o;.¡;¡;~~nonatT~: 2~
2005
CITY OF DElRAY BEACH, flOAIOA
Ghe\IeHe 0 Nubln
GtyClerk
PUBLISH June 10 & 17, 2005
Boca RatonlDelr¡¡y Beach News
Ad #122507
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24 Friday, June 10, 2005 - Boca Raton/Delray Beach News. WWW.bocanewscom
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_ OF IßEIIT
TO ACQUllllIU1-.m
NOTICE IS HERfBY GIVEN, thai the
Crtv of Defray 8ead1, Ronda, Is COf1Sid-
enng the purchase of _ raaJ prop-
erty located at 850 Nor1h Congress
Avenue, Delray Beach, Ronda, for
",umapa! pur'poses, described as fol-
lows
1l1e Southerly 909 94 feet of the East-
erly 373 61 leeI of thai part 01 the
Southeast 1/41y¡ng No::'::r of and
ad acent 10 Lake Ida Road Wester-
~':7~11)~~~~;"";e
43 East, Pa~ County, Ronda
~mhelW1Se refemHIlo as the AlzheImer
ropert'¡ located on the northwest cor-
nor of Lake Ida Road and Congress
Avenue)
The putchase IS lor H>ur Million Seven
Hundred and Fifty Thousand DoHars
r~~~;.=:'\~~
tile WI1II ~ A resoIuIIon of
the CIty of the City of Def-
ray 8ead1, FIonda selling forth a pubic
hearing and authonzIng the purchase
of properly and Incorporabng the
terms and 00_ of such purchase
wiN be COI1SHIered lor adoption by the
~ CommIssion at a meeting 10 be
he at700pm onTuesdav, June 21,
2005
cnv OF DEWY BEACH, flORIDA
~ D_ Nubtn
City Clerk
PUBlISH June 10 & 17, 2005
Boca RaIDI>'DeIray 8ead1 News
Ad 11225117
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