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Res 50-05 (" /"ì RESOLUTION NO. 50-05 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 BE'IWEEN 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 the northwest comer of S.W. 7th Avenue and Auburn Avenue in Delray Beach. Florida, to provide land for public purposes; and WHEREAS, the Seller hereinafter named desires to sell the property hereinafter described to the City of Delray Beach Florida; and WHEREAS. it is in the best interest of the City of Delray Beach. Florida, to purchase said property. NOW, THEREFORE. BE IT RESOLVED 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 Auburn Trace. Ltd., as Seller, for the purchase price of One Million Five Hundred Dollars ($1,500,000.00), and other good and valuable consideration; said parcel being more ! particularly described as follows: All of Tract B, Auburn Trace, according to the plat thereof as recorded in Plat Book 64, Pages 184, 185 and 186 of the public records of Palm Beach County, Florida. Section 2. That the terms and conditions contained in the contract for sale and purchase and addenda thereto between the City of Delray Beach, Florida, and the Seller as hereinabove named are incorporated herein as Exhibit "A". Section 3. The City Commission shall consider the purchase at a meeting to be held on August 2. 2005. I I ( "- ""ì PASSED AND ADOPTED in regular session on the ~ day of Aðu ,,+ , 2005. i ~l~ I MAYOR Attest: - ~l~W~./ Acting City Clerk I 2 RES. NO. SO-05 i I · , CON'l'RACT POR SALB AND PURCHASB PARTIBS: AUBURN TRACB, LTD. ("Seller"), a Florida Limited partnerhip (Phone: (561) 278-0053), and the CITY 01" DBLRAY BBACH, a Plorida 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. DBSCRIPTION: (a) Legal description of the Real Property located in Palm Beach County, Florida: See Legal Description attached hereto as Exhibit "AD Property Control No. 12-43-46-20-56-002-0000 (b) Street address, city, zip, of the Property is: the northwest corner of S . W . 7th Avenue and Auburn Avenue in Delray Beach, Florida II. PURCHASB PRICB $ 1,500,000.00 PAYKBN'l': (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 $ 1,450,000.00 III. TIME POR ACCBPTANCB, BPPBCTIVB DATB, PACSI~LB: 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 August 6, 2005, the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The date of Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. A facsimile copy of this Contract and any signatures thereon shall be considered for all purposes as originals. IV. TITLB BVIDBHCB: 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 DATB: This transaction shall be closed and the deed and other closing papers delivered no later than January 2, 2006 provided however, Seller shall convey the Easement Deed referenced by Section XI E in the timeframe set forth therein. VI. RBSTRICTIONS, BASBKBNTS, L~TATIONS: 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 1 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. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSIGNABILITY: (CHECK ONLY ONE) : Buyer (1) ___may assign and thereby be released from any further liability under this Contract; ___may assign but not be released from liability under this Contract; or ~ may not assign this Contract. X. 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, ADDBNDA: If additional terms are to be provided, attach addendum and CHECK HERE X ---------- CITY OF DELRAY BEACH AUBURN TRACE, LTD. , riLl/D) ~q¿~ ¡4i/ By: ef'-F Per Jf'Y1an D tel prin President Social Security .r: 7' Tax ID No. or Tax ID No.6-pc> ? /r~ 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 2 . , · ADDENDUM TO CON'l'RACT POR SALB AND PURCHASB SELLER: AUBURN TRACE, LTD. BUYER: CITY OF DELRAY BEACH, a Florida municipal corporation PROPERTY ADDRESS: Northwest Corner of S.W. 7th Street and Auburn Avenue XI. SPBCIAL CLAUSBS, ADDBRDA (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 forty-five (45) 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. C. This Contract is expressly contingent and conditioned upon the approval of the same by the City Commission of the City of Delray Beach. Page 3 of 3 · D. The Seller shall have the right to continue to drain into the pond/drainage area as shown on the survey to the extent that Seller has been doing, at the date of this contract. The Seller shall also have the right to irrigate from the pond as long the pond exists. The City shall maintain the pond/drainage area after closing, provided Seller shall maintain all irrigation pumps and equipment that pertains to the Auburn Trace property. Seller shall obtain approval from its lenders to an easement for drainage by the School District of Palm Beach County within sixty (60) days of execution of this contract. This Paragraph B shall survive closing. SELLERS' INITIALS: INITIALS: ~ , Page 4 of 4 . . STANDARDS POR RBAL BSTATB TRANSACTIONS A. BVJ:DBNCB OP TITLB: (1) An abstract of t1tle prepared or brought current by a reputable and eX1st1ng abstract hrm (1f not exist1ng then cert1f1ed as correct by an eX1st1ng f1rm) purport1ng to be an accurate SynOpS1S of the 1nstruments affecting t1tle to Real Property recorded 1n the public records of the county where1n Real Property is 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 t1tle 1nsurance comm1tment 1ssued by a Flor1da licensed 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 liens, encumbrances, except10ns or qua11f1cat1ons set forth 1n Contract. Marketable t1tle shall be determ1ned accord1ng to app11cable T1tle Standards adopted by author1ty of The Flor1da Bar and 1n accordance w1th law. Buyer shall have 30 days, if abstract, or 5 days, 1f t1tle comm1tment, from date of rece1v1ng eV1dence of t1tle to exam1ne 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 will have 30 days from rece1pt of not1ce to remove the defect(s), fa1l1ng wh1ch Buyer shall, w1th1n five (5) days after expirat10n of the th1rty (30) day per10d, de11ver wr1tten not1ce to Seller e1ther: (1) extend1ng the t1me for a reasonable per10d not to exceed 120 days w1th1n wh1ch Seller shall use di11gent effort to remove the defects; or (2)request1ng a refund of depos1t(s) pa1d Wh1Ch shall 1mmed1ately be returned to Buyer. If Buyer fails to so not1fy Seller, Buyer shall be deemed to have accepted the t1tle as 1t then 1S. Seller shall, if 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 e1ther wa1ve the defects, or rece1ve a refund of depos1t(s), thereby releas1ng Buyer and Seller from all further ob11gat10n under th1s Contract. B. P1JRCHASB MONBY MORTGAGB¡ SBCUlUTY AGRBBMBNT '1'0 SBLLBR: 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 provide 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 forb1d mod1f1cat10ns of or future advances under pr10r mortgage(s); shall requ1re Buyer to ma1nta1n po11cies of 1nsurance contain1ng a standard mortgagee clause cover1ng all 1mprovements located on the Real Property aga1nst f1re and all per11s 1ncluded w1thin the term "extended coverage endorsements" and such other r1sks and per11s as Seller may reasonably require, 1n an amount equal to the1r h1ghest insurable value; and the mortgage, note and security agreement shall be otherw1se 1n form and content requ1red by Seller; but Seller may only requ1re clauses customar11y found in mortgages, mortgage notes, and secur1ty agreements generally ut1l1zed by sav1ng and loan inst1tut10ns or state or nat10nal banks located 1n the county where1n Real Property 1S located. All Personal Property and leases be1ng conveyed or ass1gned w1ll, at Seller's opt10n, be subJect to the 11en of a security agreement eV1denced by recorded financ1ng statements. If a balloon mortgage, the final payment w11l exceed the per10d1c payments thereon. C. SURVBY. Buyer, at Buyer's expense, w1th1n t1me allowed to deliver evidence of t1t1e, may have Real Property surveyed and certified by a registered Flor1da surveyor. If the survey discloses encroachments on the Real Property or that 1mprovements located thereon encroach on setback lines, easements, lands of others, or v10late any restr1ct~ons, Contract covenants or apphcable governmental regulat10n, the same shall const1tute a t1tle defect Ð. _1'1'118. B\I} e.. , at B\I}e..'s eJElleøse, _ita~R t1Me alls_eà ts àeli.e.. e. iàeaee sf t1tle aRà ts eUaIR1Re satRe, may aa. e Real Prspe..t} 1Rspeeteà a} a Fls"1àa Sert1f1eà Pest CSRtrsl Speratsr ("Speratsr" ) ts àeteFM1Re 1f tae..e is aR} .181s18 aet1 e te~~te 1RÉesEat1BR SE .is1.s1e en1st1Rg MRla.ge freM teFRUEe l.Rfeseat1Bø 1ft tHe ['YBllert}. If eitaer sr asta are fswaà, B\lyer 1111 M.e t àa}'s frsRl àate sf .ritteR Rst1ee taeresf _itaiR ,.aiEJh ts aa·.e esst sf treatRleRt, 1f re~1reà, est1lnateà a} tae Sperats.. aftà all åama.ge 1Rspeeteà aRà est1mateà a} a l1eeBseà è~l.là£y BF geøeEal eSREFaeter. £eller saall pal 'a11à essts sf treatmeRt aRà ..epa1" sf all åaRlage ~p ts Eae ams\lRt prs.1åeà 1R paragrapa ______ (a) If est111\ateà essts e)[eeeà that a_~Ht, B~}er shall Ra\e tae SpE1SR sf eaneell.ß! ~hl.S geRETaet '1th1R ~ åa}S after reee1pt sf eSRtraEJtsr's repa1r est1Rate B} g~ ~Rg wr1tteR Hst~ee ts £eller sr BH}e.. Ra) eleet ts prseeeà '1ta the traHsaetisR, aRà reee1.e a ereà~t at elss1Rg SR tae aRlS\\fit prs 1àeà 1R pa..agraph _____ (a) . HTeEM.Eee" shall ae àeeRleà ts 1Rel~àe all _ssà àestrS}1Hg ergaR1SRlS re~~..eà ts ae repsrteà \\fide.. the Flsr1àa Pest Csfttrel "et, as a..eftàeà. B. INGRBSS AND BGRBSS: Seller warrants and represents that there 1S ingress and egress to the Real Property suff1cient for the 1ntended use as descr1bed 1n Paragraph VI hereof, title to Wh1Ch 1S 1n accordance with Standard A. P. LBASBS. Seller shall, not less than 15 days before clos1ng, furn1sh to Buyer cop1es of all wr1tten leases and estoppel letters from each tenant spec1fying 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 informat10n shall be furn1shed by Seller to Buyer w1th1n that t1me per10d 1n the form of a Seller's aff1dav1t, and Buyer may thereafter contact tenants to conf1rm such 1nformat10n. Seller shall, at closing, de11ver and assign all or1g1nal leases to Buyer G. LIBNS. Seller shall furnish to Buyer at t1me of closing an affidavit attesting to the absence, unless otherw1se prov1ded for here1n, of any f1nancing statements, claims of lien or potential 11enors known to Seller and further attest1ng that there have been no 1mprovements or repairs to Property for 90 days 1mmed1ately preced1ng date of closing. If Property has been 1mproved, or repa1red with1n that t1me, Seller shall de11ver releases or wa1vers of mechan1cs' 11ens executed by all general contractors, subcontractors, supp11ers, and materialmen 1n addit10n to Seller's l1en afhdavit sett1ng forth the names of all such general contractors, subcontractors, suppliers and materialmen and further aff1rm1ng that all charges for improvements or repa1rs wh1ch could serve as a bas1s for a mechan1c's l1en or a claim for damages have been pa1d or w1l1 be pa1d at clos1ng of th1s Contract. H. PLACB OP CLOSING. Clos1ng shall be held in the county where Real Property 1S located, at the off1ce of the attorney or other clos1ng agent des1gnated by Seller. I. TDIB. In comput1ng time periods of less than six (6) days, Saturdays, Sundays and state or national legal ho11days shall be excluded. Any t1me per10ds prov1ded for herein wh1ch shall end on Saturday, SUnday or legal hohday shall extend to 5:00 p.m. of the next bus1ness day. Time i. of the ....nc. in thi. Contract. J. DOCtJICBIITS POR CLOSING. Seller shall furn1sh deed, b1l1 of sale, construct1on lien aff1dav1t, owner's possess1on aff1dav1t, ass1gnments of leases, tenant and mortgage estoppel letters, and corrective 1nstruments. Buyer shall furn1sh clos~ng statement, mortgage, mortgage note, secur1ty agreement, and f1nanc1ng statements. 1:. BXPBNSBS. Documentary stamps on the deed and record1ng correct1ve 1nstruments shall be pa1d by Seller. Documentary stamps and 1ntangible tax on the purchase money mortgage and any mortgage assumed, and record1ng of purchase money mortgage to Seller, deed and financ1ng statements shall be pa1d by Buyer. Unless otherw1se prov1ded by law or rider to th1s Contract, charges for the follow1ng related t1tle services, namely title or abstract charge, t1tle examlnatlon, and settlement and clos1ng fee, shall be paid by the party respons1ble for furnish1ng the title eV1dence 1n accordance w1th Paragraph IV. L. PRORATZONS, CRBDITS. Taxea, assessments, rent, interest, 1nsurance and other expenses and revenue of Property shall be prorated through day before clos1ng Buyer shall have the opt1on of tak1ng over any eX1st1ng po11c1es of 1nsurance, 1f assumable, 1n wh1ch event prem¡ums shall be prorated. Cash at clos1ng shall be 1ncreased or decreased as may be requ1red by prorat1ons to be made through day pr10r to 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 maximum allowable d1scount, homestead and other exempt10ns. If clos1ng occurs at a date when the current year's millage 1S not f1xed, and current year's assessment 1S ava11able, taxes w1ll be prorated based upon such assessment and the pr10r year's m11lage. If current year's assessment is not available, then taxes w11l be prorated on the prior 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 5 , . . the prior 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, faillng which, request w~ll be made to the County Property Appralser for an lnformal assessment taking ~nto conslderatlon avallable exemptions. Any tax proratlon based on an estlmate shall, at request of elther party, be readJusted upon rece~pt of tax blll on cond~tlon that a statement to that effect lS slgned at closlng N. SPBCIAL ASSBSSNBNT LIENS: Certlfied, conflrmed and ratified special assessment l~ens as of date of closlng (not as of Effect~ve Date) are to be pa~d by Seller. Pending l~ens as of date of closing shall be assumed by Buyer. If the ~mprovement has been substantlally completed as of Effectlve Date, any pend~ng l~en shall be cons~dered as cert~f~ed, conflrmed or rat~fled and Seller shall, at closlng, be charged an amount equal to the last est~mate of assessment for the improvement by the publlC body. N INSPB9IIQN, RBPAIR AND Ml.I~GB, SelleF \aFFaRES Eaat, as ef 19 èa}s pFieF te eleS1R!, tae eell~R!, Feet (lRelaèlR! tae faeela aRè sefflts) aRè eUEeFleF aRè u,teF1SF _aIls, fe_èatieR, sea"alle (eF eEf\il aleRE) aRè èael,a!e èa Rat aa.e aR} 'IISIB1.S IWI9BNGB af leaJ,e, ..ateF èama!e aF stFaetliFal èaftla!e aRè taat Eae septle tan/, , pael, all al'l'llaneeS, lIIeeaaR~eal ltellls, aeatlR!, eaellR!, eleeEFleal, 1'1tlR1è~s! e} SEelllS aRè maealRery are iR HQRKn¡e CQ!IÐITI9!1. Tae fel!'e!alR! \ arraRt} saall se 11"'lEeè te tae lEelllS spee~fieà ~BlesB etke~1ae ~Fe.1àeà 1ft an aààeftà~. B~e£ may, at B~eF'B e)~eRSe, na.e 1ßspeeE16B8 made af theBe 1teme Bya f1Fæ sr ~RB1.~èaal sl'eelallB1R! lR aalllS lRspeetieRs aaB aelèlR! an eeelil'aE1Snal lleeRse faF eaek paFpese (if re~lreè) eF B) an apPFel'rlatel} lleeRseè FlaFlèa eeRtraeter. Ba}eF saall, I'rleF ta BIi}eF'S eeeapaRe} er Ret less tRaR 19 Ba}e pFler te eles~R!, ,æleae.eF eeeliFS flrst, Fel'erE lR wrltlR! te Seller saek lteme taat èe Rat meet tae aba e st,RàaFès as te èefeets URlees B~eF tlmel} FepeFts sliea èefeeEs, Ba}er skall se èeemeà te aa.e _al.eà SelleF's aFraatlee ae te èefeete Ret FSl'eFteè It Fel'alFs eF FSl'laeemeRt al!'e re~lFeè te eellll'l} lta tals StaRàaFè, SelleI' shall ealise taem te se maèe aRà saall pal al' ta Eae ame~E pFe.làeè lR Para!rapa _____ (s). Seller 18 Bet re~1reà te malES Fepa1ya or replaeemeata sf a esemetie natHre ~leB8 ea~Beà B) a defeat Seller 18 reB~BB81Ble te repa1r eF Feplaee. If Eae eest ef sliek FepalF er Feplaee",eRt e"eeeàs Eae amBliBt pFe lèeè lR PaFa!rapa _____ (S), BajeF eF SelleI' ~ eleet te pal saea eueess, falllB! ,æiea eltRsr paFt} ma} eaneel tais GeREl'aeE If Seller le _able Ee een-eeE tae àefeets I'FJ.eF te eleslR§, the eest tkeFeef saall se palà lRta eseFe, at eleS1B!. SelleI' saall, ~eR reaeeRaèle Retlee, pFe lèe aEllltles se~lee anà aeeess te tae Prepe!"ty fe!" lRspeetleRs, lRelliàlS! a "alJ, tRreli!a pFle!" te eleS1R!, te eeRfl""" taat all lEe..... ef I?ersenal P!"epert} are eR tae Real Prsl'eFt} aRà, e~Jeet ts tae feFe!elR!, that all reEf\il!"eè rel'alrs aRè rel'laeellleRts aa.e sesR maèe aRè taat tke P!"spert}, lRelaàlR! eat Ret Illlllteè te, la æ, sal!'aSseF} aRà I'sel, lf ~, Ras seeR malRtalReè lR tae eeRBltleR e""stlÐ! as ef Bffeetl e gate, erB1Rarj ea!' aRà teal' eneepteà O. RISK OF LOSS. If the Property is damaged by fire or other casualty before closing and cost of restoratlon doee not exceed 3' of the assessed valuatlon of the Property so damaged, cost of restoration shall be an obllgat1on of the Seller and clos1ng shall proceed pursuant to the terms of Contract wlth restoratlon costs escrowed at clos~ng. If the cost of restoration exceeds 3' of the assessed valuation of the 1mprovemente so damaged, Buyer shall have the option of e~ther tak1ng Property as lS, together w1th elther the 3' or any insurance proceeds payable by virtue of such loss or damage, or of canceling Contract and receiv1ng return of depos1t(s). P. PROCBBDS OF SALB, CLOSING PROCBDURB: The deed ehall be recorded upon clearance of funds. If an abstract of t1tle has been furnl shed , evidence of title shall be cont~nued at Buyer's expenee to show title 1n Buyer, without any encumbrances or change wh1ch would render Seller's tltle unmarketable from the date of the last eV1dence. All clos1ng proceeds shall be held ln escrow by Seller's attorney or other mutually acceptable escrow agent for a perlod of not more than 5 days after clos1ng date. If Seller's tltle 1S rendered unmarketable, through no fault of Buyer, Buyer shall, w~thin the 5 day perlod, not1fy Seller ln wrltlng of the defect and Seller shall have 30 days from date of rece1pt of such notlflcatlon to cure the defect. If Seller fails to timely cure the defect, all deposit(s) shall, upon wrltten demand by Buyer and wlthln 5 days after demand, be returned to Buyer and slmultaneously wlth such repayment, Buyer shall return Personalty and vacate Real Property and reconvey the Property to Seller by special warranty deed and blll of sale. If Buyer fa11s to make tlmely demand for refund, Buyer shall take tltle as 1S, wa1v1ng all rlghts aga1nst Seller as to any lntervening defect except ae may be ava11able to Buyer by virtue of warrant1es contalned ln the deed or b111 of sale. If a portion of the purchase prlce lS to be derlved from 1nstltutlonal f1nanc1ng or ref1nanc1ng, requ~rements of the lending lnstltutlon as to place, t~me of day and procedures for closlng, and for d~sbursement of mortgage proceeds ehall control over contrary prov1slon in this Contract. Seller shall have the r1ght to requlre from the lendlng inst1tut10n a written commitment that 1t w~ll not w1thhold d1sbursement of mortgage proceeds as a result of any t1tle defect attrlbutable to Buyer-mortgagor. The eecrow and clos1ng procedure requ~red by thlS Standard may be wa1ved lf t1tle agent lneures adverse matters pureuant to Sect10n 627.7841, P.S., as amended. Q. BSCRO'h Any eecrow agent (·Agent·) recelvlng funds or equ1valent 1S author1zed and agrees by acceptance of them to depos1t them promptly, hold same 1n escrow and, subJect to clearance, dlsburee them 1ß accordance with terms and cond1tlons of Contract. Failure of clearance of funds ehall not excuse Buyer's performance. If in doubt as to Agent's dut1es or 11abilit1es under the provls10ns of Contract, Agent may, at Agent's optlon, contlnue to hold the subJect matter of the escrow unt~l the part1es hereto agree to 1tS dlsbureement, or until a Judgment of a court of competent jur~sd1ction shall deterrn1ne the rights of the partles or Agent may depos~t wlth the clerk of the c~rcult court havlng Jur1sdlction of the d1spute. Uþon not1fy~ng all parties concerned of such action, all llabi11ty on the part of Agent shall fully termlnate, except to the extent of accountlng for any 1tems prevlously dellvered out of escrow. If a l1censed real eetate broker, Agent wlll comply with proviSlons of Chapter 475, F.S., ae amended. Any SU1t between Buyer and Seller where Agent lS made a party because of acting as Agent hereunder, or ln any SUlt where1n Agent lnterpleads the subJect matter of the escrow, Agent shall recover reasonable attorneys' fees and costs ~ncurred with these amounts to be pa1d from and out of the escrowed funds or equ1valent and charged and awarded as court costs ln favor of the preva111ng party. The Agent shall not be 11able to any party or person for mlsdelivery to Buyer or Seller of 1tems subJect to thlS escrow, unless such m~sdellvery 1S due to w111ful breach of Contract or gross negl~gence of Agent. R. ATTORNBY PBBS, COSTS. In any litigat10n, includlng breach, enforcement or ~nterpretat10n, arlsing out of th1s Contract, the prevailing party ln such lltlgation wh1ch. for the purposes of thlS Standard, shall include Seller, Buyer, and any brokers actlng 1n agency or nonagency relationsh1pe author1zed by Chapter 475, F.S., as amended, shall be entltled to recover from the non-preva111ng party reasonable attorney's fees, coets, and expenses. S. FAILURB OF PBRPORNANCB. If Buyer fa11s to perform thlS Contract w1th1n the time speclf1ed (1ncludlng payment of all deposlt(s)), the deposit(s) pa1d by Buyer and depos1t(s) agreed to be paid, may be recovered and retalned by or for the account of Seller as agreed upon 1~qu1dated damages, conslderat10n for the executlon of th1s Contract and ln full settlement of any claims, whereupon, Buyer and Seller shall be re11eved of all ob11gations under Contract; or Seller, at Seller's optlon, may proceed ln equlty to enforce Seller's r1ghts under th1s Contract. If, for any reason other than fallure of Seller to make Seller's tltle marketable after di11gent effort, Seller falls, neglects or refuses to perform th1s Contract, the Buyer may seek spec1flc performance or elect to rece1ve the return of Buyer's deposlt(s) wlthout thereby wa1vlng any actlon for damages reeultlng from Seller's breach. T. CONTRACT NOT RBCORDABLB, PBRSONS BOUND, NOTICB. Nelther th1s Contract nor any not1ce of lt shall be recorded ln any publlC records. Th~s Contract shall bind and 1nure to the beneflt of the partles and the1r successors 1n 1nterest Whenever the context pernu.ts, singular shall 1nclude plural and one gender shall include all. Not~ce given by or to the attorney for any party shall be as effective as lf glven by or to that party. 11. CONVBY1INCB: Seller shall convey tltle to Real Property by statutory warranty, trustee's, personal representat1ve's or guardian's deed, as appropr1ate to the status of Seller, subJect only to matters contalned ln Paragraph VI and those otherwise accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by an absolute blll of sale w1th warranty of tltle, subJect only to such matters as may be otherw1se provlded for hereln. V. OTKBR AaRBBNBHTS: No prlor or present agreements or representat~ons shall be b1ndlng upon Buyer or Seller unless lncluded ln thlS Contract. No modlficatlon or change ln this Contract shall be valld or b1ndlng upon the partles unless 1n wrltlng and executed by the party or partles intended to be bound by it. 'If. 'IIARRAlftIBS: Seller warrants that there are no facts known to Seller mater1ally affect1ng the value of the Property wh~ch are not readily observable by Buyer or WhlCh have not been dlsclosed to Buyer. Page 6 of 6 --- · t ~ EXHIBIT "A" All of Tract B, Auburn Trace, according to the plat thereof as recorded in Plat Book 64. Pages 184, 185 and 186 of the public records of Palm Beach County, Florida (Approximately 6.02 acres). Page 7 of 7 .. . or1 . . . [ITY DF DELRAY IEA[H CITY ATTORNEY'S OFFICE ::'f)(j '\iW I ,t A \T\CE . DELR.'I,. 'Y BE .'I,.CH FLORIDA 33444 Tr:J EPHO'\E :,hl /::'4 i- :II(() . F-\CSI\IILE 561/278-4:55 DELRAY BEACH Writer's Direct Line: 561/243-7091 F lOll: I D ... D*I:II All-America City MEMORANDUM , III I! DATE: July 11, 2005 City Commission 1993 TO: 2001 FROM: Susan A. Ruby, City Attorney SUBJECT: Contract for Sale and Purchase between Auburn Trace, Ltd. and the City of Delrav Beach This Agreement calls for the purchase of approximately 6.02 acres of land from Auburn Trace, Ltd. in the amount of $1,500,000.00. The contract permits Auburn Trace, Ltd. to continue to drain into the pond/drainage area and allows them to continue irrigation from the pond, so long as they provide pumps and other equipment. The City will maintain the pond and Auburn Trace, Ltd. will maintain their irrigation pumps and equipment. The Agreement also provides that Auburn Trace will, prior to closing, grant the School District an easement for drainage purposes and secure their mortgagee's release on the easement. By copy of this memorandum to David Harden, City Manager, our office requests that this item be placed on the August 2, 2005 City Commission agenda for approval. Attachment Cc: David Harden, City Manager Chevelle Nubin, City Clerk 9ß ---- RESOLUTION NO. 50-05 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 the northwest corner of S.W. 7tJi Avenue and Auburn Avenue in Delray Beach, Florida, to provide land for public purposes; and WHEREAS, the Seller hereinafter named desires to sell the property hereinafter described to the City of Delray Beach Florida; and WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property. NOW, THEREFORE, BE IT RESOLVED 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 Auburn Trace, Ltd., as Seller. for the purchase price of One Million Five Hundred Dollars ($1,500,000.00), and other good and valuable consideration; said parcel being more particularly described as follows: The West 300.0 feet of Tract B, Auburn Trace, according to the plat thereof as recorded in Plat Book 64, Pages 184, 185 and 186, public records of Palm Beach County, Florida. less the south 80 feet thereof. 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. The City Commission shall consider the purchase at a meeting to be held on August 2, 2005. PASSED AND ADOPTED in regular session on the day of ,2005. MAYOR Attest: City Clerk ---- - .. .. CONTRACT POR SALE AND PURCHASE PARTIBS: AUBURN TRACB, LTD. ("Seller"), a Florida Limited Partnerhip (Phone: (561) 278-0053), and the CITY 01" DBLRAY BEACH, a Plorida 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. DBSCRIPT:IONa (a)Legal description of the Real Property located in Palm Beach County, Florida: See Legal Description attached hereto as Exhibit "AD Property Control No. 12-43-46-20-56-002-0000 (b) Street address, city, zip, of the Property is: the northwest corner of S.W. 7th Avenue and Auburn Avenue in Delray Beach, Florida II. PURCHASB PRICB $ 1,500,000.00 PAYKBN'l'a (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 $ 1,450,000.00 III. TIME POR ACCBPTANCB, EPPBCTIVB DATE, PACSrKILE: 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 August 5, 2005, the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The date of Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. A facsimile copy of this Contract and any signatures thereon shall be considered for all purposes as originals. IV. TITLB BVIDBHCE: 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; O~ 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 V. CLOSING DATB: This transaction shall b~closed and the deed and other closing papers delivered no later than January~, 2006 provided however, Seller shall convey the Easement Deed referenced by Section XI E in the timeframe set forth therein. VI. RBSTRICTIONS, BASBKBHTS, L~TATIONS: 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 7 ~\\'b\\- "A'J · 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. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all printed provisions of this Contract in conflict with them. IX. ASSIGNABILITY: (CHECK ONLY ONE): Buyer (1) ___may assign and thereby be released from any further liability under this Contract; ___may assign but not be released from liability under this Contract; or ~ may not assign this Contract. X. 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, ADDBNDA: If additional terms are to be provided, attach addendum and CHECK HERE X ---------- CITY OF DELRAY BEACH AUBURN TRACE, LTD. By, By, ~ ---=- -7¿.... Date omas nners ~ Print Name: President Social Security / ~ ~ Tax ID No. or Tax ID No. þ""¡ -¡?p1¡ .z,~ 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) lBy: Page 2 of 7 r ADDBNDUM TO CON'l'RACT POR SALE AND PURCHASE SELLER: AUBURN TRACE, LTD. BUYER: CITY OF DELRAY BEACH, a Florida municipal corporation PROPERTY ADDRESS: Northwest Corner of S.W. 7th Street and Auburn Avenue XI. SPBCIAL CLAUSES, ADDBNDA (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 forty-five (45) 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. C. This Contract is expressly contingent and conditioned upon the approval of the same by the City Commission of the City of Delray Beach. Page 3 of 7 · 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. The Seller shall have the right to continue to drain into the pond/drainage area as shown on the survey to the extent that Seller has been doing, at the date of this contract. The Seller shall also have the right to irrigate from the pond as long the pond exists. The City shall maintain the pond/drainage area after closing, provided Seller shall maintain all irrigation pumps and equipment that pertains to the Auburn Trace property. Seller shall obtain approval from its lenders to an easement for drainage by the School District of Palm Beach County within sixty (60) days of execution of this contract. This paragraph B shall survive closing. SELLERS' INITIALS: BUYER'S INITIALS: d/ Page 4 of 7 -~---~---~- .. . . STANDARDS POR REAL ESTATB TRANSACTIONS A. BVIDBHCK OP TITLB. (1) An abstract of title prepared or brought current by a reputable and eX1st1ng abstract firm (J.f not eX1sting then certified as correct by an exist1ng f1rm) purporting to be an accurate SynopS1S of the 1nstruments affect1ng t1tle to Real Property recorded 1n the public records of the county where1n Real Property 1S located, through Effective Date. It shall commence w1th the ear11est pub11c records, or such later date as may be customary in the county. upon closing 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 1nsurance comm1tment 1ssued by a Flor1da licensed title insurer agree1ng to 1ssue to Buyer, upon record1ng of the deed tõ Buyer, an owner's po11cy of title 1nSUrance 1n the amount of the purchase pr1ce, 1nsur1ng Buyer's title to Real Property, subJect only to 11ens, encu.mbrances, except10ns or qua11f1cat10n provided 1n th1s Contract and those wh1ch shall be discharged by Seller at or before closing Seller shall convey a marketable t1tle subJect only to liens, encumbrances, exceptions or qual1f1cat1ons set forth 1n Contract. Marketable t1tle shall be determ1ned accord1ng to appl1cable T1tle Standards adopted by author1ty of The Florida Bar and 1n accordance w1th law. Buyer shall have 30 days, 1f abstract, or 5 days, 1f t1tle co~tment, from date of rece1v1ng eV1dence of t1tle to exam1ne 1t. If t1tle 1S found defect1ve, Buyer shall, w1th1n 3 days thereafter, notify Seller 1n writing specifY1ng defect (s) . If the defect (s) render t1tle unmarketable, Seller w111 have 30 days from rece1pt of not1ce to remove the defect(s), fail1ng Wh1Ch Buyer shall, w1th1n f1ve (5) days after expirat10n of the th1rty (30) day penod, deliver wr1tten not1ce to Seller e1ther: (1) extending the time for a reasonable per10d not to exceed 120 days w1th1n Wh1Ch Seller shall use d11igent effort to remove the defects; or (2)request1ng a refund of depos1t(s) pa1d which shall 1mmed1ately be returned to Buyer. If Buyer fails to so not1fy Seller, Buyer shall be deemed to have accepted the t1tle as 1t then lS. Seller shall, lf tltle lS found unmarketable, use dlllgent effort to correct defect(s) in tltle wlthln the t1me prov1ded therefor, If Seller is unable to tlmely correct the defects, Buyer shall either wa1ve the defects, or recelve a refund of depos1t(S), thereby releaslng Buyer and Seller from all further obllgatlon under this Contract. B. PURCHASB MONBY MORTOAGB SBClJRI'rY AGRIDDIBNT TO SBLLBR. A purchase money mortgage and mortgage note to Seller shall prov1de for a 30 day grace per10d ln the event of default 1f a f1rst mortgage and a 15 day grace period lf second or lesser mortgage; shall provlde for right of prepayment 1n whole or 1n part w1thout penalty; shall permit accelerat10n In event of transfer of the Real Property; shall require all pr10r 11en and encumbrances to be kept 1n good standing and forb1d modif1cat1ons of or future advances under prlor mortgage(s) ; shall require Buyer to mainta1n pol1cles of lnsurance conta1ning a standard mortgagee clause covering all lmprovements located on the Real Property agalnst flre and all per11s 1ncluded wlthln the term "extended coverage endorsements" and such other r1sks and per11s as Seller may reasonably requlre, in an amount equal to thelr highest insurable value, and the mortgage, note and securlty agreement shall be otherw1se ln form and content required by Seller; but Seller may only requ1re clauses customar11y found In mortgages, mortgage notes, and securlty agreements generally utl1ized by sav1ng and loan 1nstitutions or state or nat10nal banks located 1n the county where1n Real Property lS located All Personal Property and leases belng conveyed or asslgned wl11, at Seller's optlon, be subject to the 11en of a securlty agreement eV1denced by recorded financing statements. If a balloon mortgage, the f1nal payment wl11 exceed the periodic payments thereon. C. StJRVBY. Buyer, at Buyer's expense, withln tlme allowed to deliver eVldence of title, may have Real Property surveyed and certlf1ed by a reg1stered Florida surveyor. If the survey d1scloses encroachments on the Real Property or that lmprovements located thereon encroach on setback IJ.nes, easements, lands of others, or v10late any restrlctl0ns, Contract covenants or applicable governmental regulation, the same shall constltute a title defect II 'RHIJR'IIIS , BIi}er, ae BIi)er's efEl!leRse, "ltaiR e~1IIB aIls ed ts del~',er e.ldeRee sf eltle aRd ts eJlalll1Re sallie, 1IIa ) aa. e Real Pl!'spel"e} i.RspeeEed S} a Flsrlàa Gel!'t1fled Pest CaRErsl 9peratsl!' ("9pel!'aesr") ts detePm~Re If Eaere is aRY .J.8J.81£ aeEJ.ve te~J.te 1Rfest.aE18R er iS1s1e en!.selRg ãa_ge h'elll EePmlEe lRfeataelsR 1R tae Fl!'spert}. If eltaer sr ssta are fsliftd, B~)er .ill ha.e i àa}s frslll àate sf .rltEeR Rstlee tseresf .lt81R 'Ælea ts aa'e esst sf treatllleRE, 1f re~lureà, est1_ted B} tae Speratsr anà all àamage lRepeeted aRd estl_t;ed BY a 11eeRsed B~11àer sr geReral eSRtl!'aetsr. Seller s8all pa} .allà essts af t;reatmeRt aRd repalr st all à.aftlð!!le "p ta tae al\'l8tH\t pra. lded ~n Paragrapa _ (a) . If 6B~lJM.teà sests eneee.å that aft1Bæ!.~, B~er shall ha.e tRe &ptlS" at eaRsellRg tals Cs"traet "ltalR 5 da}s atter reee1pt sf eBRtraeesr's repair estl111ate B} §1.1R§ .r1tteR Rstlee tB Seller sr Ba}er may eleet eB prseeed ..1ea ERe traRsaet1sR, aRd reee1.e a eredit at; elBslR§ eR tae AmeliRt prs.1àed lR Para!!lrallR _____ (a) . "Te""," ees " saall Be deellled ta l"el"de all .,ssli. li.estrS)lE§ sr§&n1sllls re~lred te Be rellsrted tH\èer the Flariàa Pest CSRtral Aet, as &me.ndeà. B. INGRBSS AND BGRBSS. Seller warrants and represents that there 1S lngress and egress to the Real Property suff1c1ent for the 1ntended use as descr1bed 1n Paragraph VI hereof, t1tle to wh1ch 1S in accordance with Standard A. Jr. LBABBS. Seller shall, not less than 15 days before closing, furnlsh to Buyer copies of all written leases and estoppel letters from each tenant spec1fying the nature and durat10n of the tenant's occupancy, rental rates, advanced rent and securlty deposlts paid by tenant If Seller lS unable to obta1n such letter from each tenant, the same 1nformation shall be furnlshed by Seller to Buyer wlthln that time per10d 1n the form of a Seller's affldavlt, and Buyer may thereafter contact tenants to conf1rm such informatl0n. Seller shall, at closlng, deliver and assign all orlg1nal leases to Buyer. G. LIBNS. Seller shall furnish to Buyer at tlme of clos1ng an affidavlt attest1ng to the absence, unless otherwlse prov1ded for herein, of any financing statements, claims of 11en or potentlal 11enors known to Seller and further attestlng that there have been no lmprovements or repalrs to Property for 90 days immed1ately preced1ng date of closing. If Property has been lmproved, or repalred within that tlme, Seller shall del1ver releases or walvers of mechanlcs' 11ens executed by all general contractors, subcontractors, suppliers, and materialmen ln add1tion to Seller's 11en affldavit sett1ng forth the names of all such general contractors, subcontractors, suppllers and materlalmen and further aff1rmQng that all charges for 1mprovements or repalrs WhlCh could serve as a baS1S for a mechanlc's 11en or a clalm for damages have been pald or w111 be pald at closlng of thlS Contract. H. PLACK OP CLOSING. Clos1ng shall be held ln the county where Real Property lS located, at the off1ce of the attorney or other clos1ng agent des1gnated by Seller. I. TDIB. In comput1ng time perlods of less than six (6) days, Saturdays, Sundays and state or natlonal legal holldayS shall be excluded. Any t1me periods prov1ded for here1n Wh1Ch shall end on Saturday, Sunday or legal hol1day shall extend to 5.00 P m. of the next bUSlness day. Tim. i. of the ....ne. in this Contract. J. DOCUNBNTS POR CLOSING. Seller shall furnlsh deed, bl11 of sale, construct10n lien affidav1t, owner's possess1on affldavlt, assignments of leases, tenant and mortgage estoppel letters, and correct1ve 1nstruments. Buyer shall furn1sh closlng statement, mortgage, mortgage note, securlty agreement, and f1nanclng statements. IC. BJtPBNSBS . Documentary stamps on the deed and recordlng correctlve 1nstruments shall be pald by Seller Documentary stamps and 1ntangible tax on the purchase money mortgage and any mortgage assumed, and record1ng of purchase money mortgage to Seller, deed and flnancing statements shall be pa1d by Buyer. Unless otherw1se provlded by law or r1der to th1s Contract, charges for the follOWlng related title serv1ces, namely tltle or abstract charge, t1tle examlnation, and settlement and clos1ng fee, shall be pa1d by the party responslble for furnlsh1ng the title eV1dence 1n accordance wlth Paragraph IV. I.. PRORATIONS, CRBDITS. Taxes, assessments, rent, 1.nterest, insurance and other expenses and revenue of Propercy shall be prorated through day before closlng. Buyer shall have the opt1on of tak1ng over any eX1st1ng polic1es of 1nsurance, 1f assumable, 1n WhlCh event premiums shall be prorated. Cash at clos1ng shall be increased or decreased as may be requlred by prorat10ns to be made through day prior to closlng or occupancy 1f occupancy occurs before clos1ng. Advance rent and securlty depos1cs wl11 be credlted 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 closlng occurs at a date when the current year's ml11age lS not f1xed, and current year's assessment 1.8 avallable, taxes wl11 be prorated based upon such assessment and the pr10r year's ml11age. If current year's assessment lS not aval1able, 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 lmprovements were not ln eX1stence on January 1st of Page 5 of 7 . . . the prior year, then taxes shall be prorated based upon the prior year's millage and at an equitable assessment to be agreed upon between the part1es, fa11ing which, request w111 be made to the County Property Appraiser for an 1nformal assessment tak1ng into consideration ava11able exemptions. Any tax proration based on an est1mate shall, at request of e1ther party, be readJusted upon receipt of tax b111 on cond1tion that a statement to that effect 1S s1gned at clos1ng M. SPBCIAL ASSBSSMENT LIENS: Cert1f1ed, conf1rmed and ratified special assessment liens as of date of closing (not as of Effect1ve Date) are to be pa1d by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the 1!nprovement has been substantially completed as of Effect1ve Date, any pending lien shall be considered as certified, conf1rrned or ratif1ed and Seller shall, at clos1ng, be charged an amount equal to the last est1mate of assessment for the 1mprovement by the pub11c body. 11 BfSPBG'l'r9H, RBPArR M&I MI'~, Selle.. \.a....aREs ERaE. as af 18 da}s ~"1a.. Ea elas1Rg, Efte eeihRg, ..asf (1Rel ttd1Rg Ehe fase1a aRd ssfhEs) aRd elOEe..ia.. aM iREe..1a.. ~alls, fa"'ftèaE1aR, sea.alls (a.. e'fln aleRE) aREi Eiae],age Eia RSE ha e aft} 'JISIBUi s:I'IIIstICB a f leahs, ater damage SF BErøe~~Fal damage aRà EhaE Efte sepE1e Eanl" ~ssl, all a~pliaRees, meekaRieal 1teMS, keaE1Rg, eaa11Rg, eleet"1eal, ~1\ime1Rg a}SEems aRà maehiRel"} are iR IJ9¡¡KUIS Ge!JÐITI9!1. The fa..egsu.g ..a....i>ftt.} sftall se lim1Eeà Ea ERe iEems s~ee1f1eà æiless aERen-1se p..a .1Eieà iR an aEiàeRàli"l. Bt!} er ma}, aE Btt} e..' s eo'l'eftse, fta. e iRspeet1SftS maàe sf Ehese 1tems ey a hA\ a.. 1Rà1.1Ei\ial spee1a11B1Rg 1R kaMe 1ftS~eeEiafts aREi aalà1Rg aR ae~aE1aaal 11eeRse fa.. s",ek ~"'Eflsse (1f ..eE!'nreà) sr e} 8ft ap~rep"1aEely lieeRseà Fla..iEia eaRtraeEs". B\i}e.. sftall, ~..iar Ea B\i}e..'s aeettpaRe} a.. RaE less EheR 18 àays ~..ia.. Ea elasiRg, ~k1eke e.. aee",..s f1"SE, re~s"E iR ~"1E1Rg ta Seller s",ek 1Eeæs ERaE àa RBE meeE Efte aBa.e staRàarEis as Ea EiefeeEs. gRleas ~e.. E1mel} ..e~a"Es s"'Bk EiefeeEs, B",}e.. skall ee àeemeà ta Ra.e 181. eEi Selle..' s arraREies as Ea àefeeEs RaE reparteà. If Ye~a1~B SF ~eplaeemeBt aYE re~ireà Ea ealRll1} ~iEk tkis SEaRàarEi, Seller skall eattse Eaem Ea ee maàe aREi shall ~a} ap Ea tke ama\iRE ~ra 1àeà 1R Pa..agra~a _____ (e) . Selle.. 1S ftaE re~1reà ta ~,e repaira a.. re~laeeæeREs af a eesMeEie RaE",..e \iRleas eattseà Ð} a defeeE Selle.. 1a reepaftsisle ta repa1" ar re~laee. If Eke eaSE af a",ea repair ar replaeeæeRE eo,eeeàs tae aMBttnE ~ra.iEieà iR pa..agraph _____ (s) , Bt!} e.. ar Seller RIB} eleeE Ea ~a} SlieR eneees, fa111ftg waieh e1Eke.. ~arE} may eafteel Ek1S CaHtraeE. If Selle.. 1S ttftSSle Ea ea....eeE Eke àefeeEs ~r1a.. Ea elas1ng, Ehe eaSE U.ereaf sHall ee ~aià 1REa ese..a.' aE elasu.g. ¡¡eller SRall, "'~aR reasaRaèle ftaE1ee, ~..a'·1Eie uE111Eies seF'l1ee aREi aeeess ta Eke Prs~e"E} fer 1Rs,eeEisRs, iRel",à1Rg a "al], Eh..aligk ~"1a.. ta elas1Rg, ta eaRf1A\ thaE all items af Pe..sanal Pra~e..t} a..e aR Eke Real P..s~e"E} aRà, S\H!:¡eeE ta tae fa..egs1ftg, EaaE all ..e~i..eEi re~ai..a aREi ..e~laeeæeRta aa.e eeeft _Eie aREi EhaE Ehe P..a~ert}, 1Rel",à1ftg e"'E RSE 11M1Eeà ta, la "", sftruèeer} _à ~aal, if aft}, bas eeeR ma1ftEa1ReEi 1ft Eae eaRå1E1aR eo,iaEiftg as sf BffeeE1.e BaEe, arEi1Rar} \.ear aBà tea:!' eneept.eà. O. RISlt OJ' LOSS: If the Property is damaged by f1re or other casualty before closing and cost of restorat10n does not exceed 3\ of the assessed valuat10n of the Property so damaged, cost of restoration shall be an obligat10n of the Seller and clos1ng shall proceed pursuant to the terms of Contract with restoration costs escrowed at closing. If the cost of restorat10n exceeds 3\ of the assessed valuat10n of the 1mprovementa so damaged, Buyer shall have the opt10n of either taking Property as is, together with either the 3\ or any 1nsurance proceeds payable by virtue of such loss or damage, or of canceling Contract and rece1v1ng return of depos1t(s). P. PROCBBDS OJ' SALB I CLOSING PROCBDt1RB: The deed shall be recorded upon clearance of funds. If an abstract of title has been furnished, evidence of title shall be cont1nued at Buyer's expense to show title 1n Buyer, w1thout any encumbrances or change Wh1Ch would render Seller's t1tle unmarketable from the date of the last evidence. All clos1ng proceeds shall be held in 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 is rendered unmarketable, through no fault of Buyer, Buyer shall, w1thin the 5 day period, notify Seller 1n wr1ting of the defect and Seller shall have 30 days from date of receipt of such not1f1cation to cure the defect. If Seller fa11s to t1mely cure the defect, all depoB1t (s) shall , upon written demand by Buyer and with1n 5 days after demand, be returned to Buyer and simultaneously w1th such repayment, Buyer shall return Personalty and vacate Real Property and reconvey the Property to Seller by spec1al warranty deed and b111 of sale. If Buyer fa11s to make t1mely demand for refund, Buyer shall take title as 1S, wa1v1ng all rights aga1nst Seller as to any 1ntervening defect except as may be ava11able to Buyer by v1rtue of warranties conta1ned 1n the deed or bill of sale. Ifa portion of the purchase pr1ce 1S to be der1ved from 1nst1tut10nal f1nanc1ng or refinanc1ng, requ1rements of the lend1ng inst1tut10n as to place, t1me of day and procedures for clos1ng, and for disbursement of mortgage proceeds shall control over contrary prov1sion 1n this Contract. Seller shall have the r1ght to require from the lend1ng 1nst1tut10n a wr1tten commitment that it w111 not withhold disbursement of mortgage proceeds as a result of any t1tle defect attributable to Buyer-mortgagor. The escrow and clos1ng procedure requ1red by th1s Standard may be waived 1f t1tle agent 1nsures adverse matters pursuant to Section 627.7841, F.S. , as amended. Q. BSCROW: Any escrow agent ("Agent") receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly, hold same 1n escrow and, subject to clearance, d1sburse them in accordance w1th terms and condit10ns of Contract. Fa11ure of clearance of funds shall not excuse Buyer's performance. If 1n doubt as to Agent's duties or 11ab111t1es under the provis10ns of Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow unt11 the part1es hereto agree to its d1sbursement, or until a Judgment of a court of competent Jurisdiction shall determine the r1ghts of the parties or Agent may deposit with the clerk of the C1rcu1t court having Jur1sd1ct10n of the dispute. Upon not1fY1ng all part1es concerned of such action, all 11ability on the part of Agent shall fully term1nate, except to the extent of account1ng for any items prev10usly de11vered out of escrow. If a licensed real estate broker, Agent will comply with prov1s10ns of Chapter 475, F.S., as amended. Any SU1t between Buyer and Seller where Agent is made a party because of act1ng as Agent hereunder, or 1n any suit where1n Agent 1nterpleads the subJect matter of the escrow, Agent shall recover reasonable attorneys' fees and costs 1ncurred w1th these amounts to be pa1d from and out of the escrowed funds or equ1valent and charged and awarded as court costs 1n favor of the prevailing party. The Agent shall not be liable to any party or person for misdelivery to Buyer or Seller of 1tems subject to th1s escrow, unless such misde11very is due to w111ful breach of Contract or gross neg11gence of Agent. R. A'I'TORNBY FBBSI COSTS. In any 11t1gation. 1nclud1ng breach, enforcement or interpretation, arising out of this Contract, the prevailing party 1n such litigat10n wh1ch, for the purposes of this Standard, shall 1nclude Seller, Buyer, and any brokers act1ng in agency or nonagency relat10nships author1zed by Chapter 475, F.S. , as amended, shall be ent1tled to recover from the non-prevailing party reasonable attorney's fees, costs, and expenses. S. FAILURE OJ' PBIU'Oma.NCB: If Buyer fails to perform th1s Contract w1th1n the time specified (1ncluchng payn-ent of all depoB1t (s) ) , the deposit(s) pa1d by Buyer and depos1t(s) agreed to be paid, may be recovered and reta1ned by or for the account of Seller as agreed upon liquidated damages, considerat10n for the execution of this Contract and 1n full settlement of any cla1ms; whereupon, Buyer and Seller shall be relieved of all ob11gations under Contract; or Seller, at Seller's opt10n, may proceed in equ1ty to enforce Seller's rights under th1s Contract. If, for any reason other than fa11ure of Seller to make Seller's t1tle marketable after d111gent effort, Seller fa11s, neglects or refuses to perform this Contract, the Buyer may seek spec1fic performance or elect to rece1ve the return of Buyer's depos1t(s) without thereby wa1v1ng any act10n for damages result1ng from Seller's breach. T. CONTRACT NOT RBCORDABLB¡ PBRSONS BOUND I NOTICB: Neither th1s Contract nor any not1ce of 1t shall be recorded 1n any pub11c records. Th1s Contract shall b1nd and inure to the benef1t of the part1es and the1r successors in 1nterest. Whenever the context pernuts, singular shall 1nclude plural and one gender shall 1nclude all. Not1ce g1ven by or to the attorney for any party shall be as effect1ve as 1f g1ven by or to that party. U. CONVBYANCB . Seller shall convey title to Real Property by statutory warranty, trustee's, personal representative's or guard1an's deed, as appropr1ate to the status of Seller, subject only to matters contained in Paragraph VI and those otherwise accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by an absolute b111 of sale w1th warranty of t1tle, subJect only to such matters as may be otherw1se prov1ded for here1n. V. OTHER AGRBBMBNTS I No pr10r or present agreements or representations shall be bind1ng upon Buyer or Seller unless 1ncluded in th1s Contract. No mod1f1cation or change in th1s Contract shall be va11d or b1nd1ng upon the part1es unless 1n wr1t1ng and executed by the party or part1es intended to be bound by 1t. W. WARRANTIES: Seller warrants that there are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or wh1ch have not been d1sclosed to Buyer. Page 6 of 7 . ... , . . EXHIBIT "A" The West 300.0 feet of Tract B, Auburn Trace, according to the plat thereof as recorded in Plat Book 64, Pages 184, 185 and 186, public records of Palm Beach County, Florida, less the south 80 feet thereof. (Approximately 6.02 acres, as depicted on the survey also attached as Exhibit "A") Page 7 of 7 ----- ---