Res 41-01RESOLUTION NO. 41-01
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO
PURCHASE CERTAIN REAL PROPERTY IN THE CITY OF DELRAY
BEACH, WHICH PROPERTY IS LOCATED AT LOT 14, BLOCK B,
CARVER MEMORIAL PARK AS MORE PARTICULARLY
DESCRIBED HEREIN, HEREBY INCORPORATING AND
ACCEPTING THE CONDITIONS AND TERMS OF THE CONTRACT
FOR SALE AND PURCHASE BETWEEN THE CITY OF DELRAY
BEACH AND THE NORMAN RUFUS ESTATE.
WHEREAS, the City of Delray Beach, Florida desires to acquire Lot 14, Block B, Carver Memorial
Park, for drainage retention purposes; and,
WHEREAS, it is in the public interest to purchase the property described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida hereby agrees to
enter into a contract with the Norman Rufus Estate in order to acquire Lot 14, Block B, Carver Memorial
Park, as recorded in Plat Book 20, Page 56 of the Public Records of Palm Beach County, Florida for the
amount of fifteen thousand five hundred ninety-seven dollars and 00 cents (USS 15,597.00).
Section 2. That the terms and conditions contained in the aforementioned contract for the
acquisition and purchase of the real property described above are hereby incorporated herein as Exhibit "A"
and can be further reviewed in the office of the City Clerk, 100 N.W. 1st Avenue, Delray Beach, Florida.
PASSED AND ADOPTED in regular session on this the ./_~day 2001.
MAYOR
ATTEST:
City Clerk
CONTRACT FOR SALE AND PURCHASE
NORMAN RUFUS ESTATE ("Seller"), and CITY OF DELRAY BEACH, a Florida
municipal corporation, ("Buyer"), hereby agree that the Buyer shall purchase the following
real property ("Real Property") upon the following terms and conditions:
I. DESCRIPTION:
Lot 14, Block B, Carver Memorial Park, according to the plat or map thereof recorded
in Plat Book 20, page 56, of the Public Records of Palm Beach County, Florida.
II. PURCHASE PRICE .............................. USS 15,597.
III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: 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 June 26, 2001 any deposit(s) will, at Buyer's option, be returned to Buyer
and the offer withdrawn. The date of this Contract ("Effective Date") will be the date when
the last one of the Buyer and the Seller has signed this offer.
IV. TITLE EVIDENCE: At least one (1) week before closing date, Buyer shall obtain a
title insurance commitment.
V. CLOSING DATE: This transaction shall be closed and the deed and other closing
papers delivered within sixty (60) days from the date of execution unless extended by other
provisions of this Contract. The sixty (60) day period shall be hereinafter referred to in this
contract as the "Inspection Period."
VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
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 I/2 feet in width as to the side
lines, unless otherwise specified herein); taxes for year of closing and subsequent years;
assumed mortgages and purchase money mortgages, if any; provided, that there exists at
closing no violation of the foregoing and none of them prevents the use of Real Property for
residential purpose.
VII. OCCUPANCY: Seller warrants that there are no parties in occupancy other than
Seller, but if Real Property is intended to be rented or occupied beyond closing, the fact and
terms thereof shall be stated herein, and the tenant(s) or occupants disclosed pursuant to
Standard D. Seller agrees to deliver occupancy of Real Property at time of closing unless
otherwise stated herein. If occupancy is to be delivered before closing, Buyer assumes all risk
of loss to Real Property from date of occupancy, shall be responsible and liable for
maintenance from that date, and shall be deemed to have accepted Real Property in their
EXHIBIT "A"
maintenance frc;m that date, and shall be deemed to have accepted Real Property in their
existing condition as of time of taking occupancy unless otherwise stated herein or in a
separate writing.
VIII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
IX. ASSIGNABILITY: Buyer may not assign Contract.
X. ENVIRONMENTAL ASSESSMENT AND OTHER INSPECTIONS: During the
inspection period as set forth in Paragraph V above, Buyer and its engineers, surveyors,
agents and representatives shall have access to the Real Property upon reasonable notice for
purposes of survey, testing and inspection thereof, including the performance of a Phase I site
assessment, or its equivalent, and any other environmental assessments or inspections that the
Buyer in its discretion desires to perform. All surveys, testing and inspections shall be
conducted by Buyer at its expense, and shall be performed by licensed persons of firms
dealing in the respective areas tested. In the event that Buyer requires further inspection time
hereunder for any reason, Buyer may provide written notice to Seller of such fact and the
inspection period may be extended once and only once by sixty (60) days from the end of the
initial inspection period. In the event that such inspections shall reveal a deficiency in the Real
Property, as determined by Buyer in its sole and absolute discretion, Buyer shall have the right
to terminate this Agreement at any time during the inspection period (either initial or extended)
by giving notice thereof to Seller, whereupon the parties shall be relieved of all further
obligation hereunder.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida
licensed title insurer agreeing to issue to Buyer, upon recording of the deed to Buyer, an
owner's policy of title insurance in the amount of the purchase price, insuring Buyer's title to
real property, subject only to liens, encumbrances, exceptions or qualification set forth in this
agreement and those which shall be discharged by Seller at or before closing. Seller shall
convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set
forth in this agreement and those which shall be discharged by Seller at or before closing.
Marketable title shall be determined according to applicable title standards adopted by
authority of The Florida Bar and in accordance with law. If title is found defective, Buyer
shall notify Seller in writing specifying defect(s). If the detect(s) render title unmarketable,
Seller will have one hundred twenty (120) days from receipt of notice within which to remove
the defect(s), failing which Buyer shall have the option of either accepting the title as it then is
or demanding a refund of deposit(s) paid which shall immediately be returned to Buyer;
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thereupon Buyer' and Seller shall release one another of all further obligations under the
agreement. Seller will, if title is found unmarketable, use diligent effort to correct detect(s) in
title within the time provided therefor, including the bringing of necessary suits.
B. Survey: Buyer, at Buyer's expense, within time allowed to deliver evidence
of title and to examine same, may have real property surveyed and certified by a registered
Florida surveyor. If survey shows encroachment on real property or that improvements
located on real property encroach on setback lines, easements, lands of others, or violate any
restrictions, agreement covenants or applicable governmental regulation, the same shall
constitute a title defect.
C. Ingress and Egress: Seller warrants and represents that there is ingress
and egress to the real property sufficient for the intended use as described herein, title to
which is in accordance with Standard A.
D. Leases: If applicable, Seller shall, not less than fifteen (15) days betbre
closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant
specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and
security deposits paid by tenant. If Seller is unable to obtain such letter from each tenant, the
same information shall be furnished by Seller to Buyer within that time period in the form of a
Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information.
Seller shall, at closing, deliver and assign all original leases to Buyer.
E. Liens: Seller shall furnish to Buyer at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to Seller and further attesting that there have been no
improvements or repairs to Real Property for ninety (90) days immediately preceding date of
closing. If Real Property has been improved, or repaired within that time, Seller shall deliver
releases or waivers of mechanics' liens executed by all general contractors, subcontractors,
suppliers, and materialmen in addition to Seller's lien affidavit setting forth the names of all
such general contractors, subcontractors, suppliers and materialmen and further affirming that
all charges for improvements or repairs which could serve as a basis for a mechanic's line or a
claim for damages have been paid or will be paid at closing.
F. Place of Closing: Closing shall be held in the county where real
property is located, at the office of the attorney or other closing agent designated by Buyer.
G. Time: Time is of the essence of this agreement. Time periods herein of
less than six (6) days shall in the computation exclude Saturdays, Sundays and state or national
legal holidays, and any time period provided for herein which shall end on Saturday, Sunday
or legal holiday shall extend to 5:00 p.m. of the next business day.
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II'. Documents for Closing: Seller shall furnish deed, bill of sale,
mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and
corrective instruments, closing statement, mortgage, mortgage note, security agreement, and
financial statements.
I. Expenses: Documentary stamps on the warranty deed and recording
corrective instruments shall be paid by Seller. Recording warranty deed shall be paid by
Buyer.
J. Prorations; credits: Taxes, assessments, rent, interest, insurance and
other expenses and revenue of Real Property shall be prorated through day before closing.
Buyer shall have the option to taking o~ er any existing policies of insurance, if assumable, in
which event premiums shall be prorated. Cash at closing shall be increased or decreased as
may be required by prorations. Prorations will be made through day prior to occupancy if
occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer
and escrow deposits held by mortgagee will be credited to Seller. Taxes shall be prorated
based on the current year's tax with due allowance made for maximum allowable discount,
homestead and other exemptions. If closing occurs at a date when the current year's milage is
not fixed, and current year's assessments is available, taxes will be prorated based upon such
assessment and the prior year's milage. If current year's assessment is not available, then
taxes will be prorated on the prior year's tax. If there are completed improvements on real
property by January 1st of year of closing which improvements were not in existence on
January 1st of the prior year then taxes shall be prorated based upon the prior year's milage
and at an equitable assessment to be agreed upon between the parties, failing which, request
will be made to the County Property Appraiser for an informal assessment taking into
consideration available exemptions. Any tax proration based on an estimate may, at request of
either Buyer or Seller, be subsequently readjusted upon receipt of tax bill on condition that a
statement to that effect is in the closing statement.
K. Special Assessment Liens: Certified, confirmed and ratified special
assessment liens as of date of closing (and not as of Effective Date) are to be paid by Seller.
Pending liens as of date of closing shall be assumed by Buyer. If the improvement has been
substantially completed as of Effective Date, such pending lien shall be considered as certified,
confirmed or ratified and Seller shall, at closing, be charged an amount equal to the last
estimate of assessment for the improvement by the public body.
L. Inspection~ Repair and Maintenance: Seller warrants that, as of ten
(10) days prior to closing, the ceiling, roof (including the fascia and soffits) and exterior and
interior walls do not have any VISIBLE EVIDENCE of leaks or water damage and that the
septic tank, pool, all major appliances, heating, cooling, electrical, plumbing systems and
machinery are in WORKING CONDITION. Buyer may, at Buyer's expense, having
inspections made of those items by an appropriately Florida licensed person dealing in the
construction, repair or maintenance of those items and shall report in writing to Seller such
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items that do not meet the above standards as to detects together with the cost of correcting
them, prior to Buyer's occupancy or not less than ten (10) days prior to closing, whichever
occurs first. Unless Buyer reports such detects within that time Buyer shall be deemed to have
waived Seller's warranties as to defects not reported. If repairs or replacement are required,
Seller shall pay up to three percent (3 %) of the purchase price for such repairs or replacements
by an appropriately Florida licensed person selected by Seller. If the cost for such repairs or
replacement exceeds three percent (3%) of the purchase price, Buyer or Seller may elect to
pay such excess, failing which either party may cancel this agreement. If Seller is unable to
correct the defects prior to closing, the cost thereof shall be paid into escrow at closing. Seller
will, upon reasonable notice, provide utilities service for inspections. Between the effective
date and the closing, Seller shall maintain Real Property including but not limited to the lawn
and shrubbery, in the condition herein warranted, ordinary wear and tear excepted. Buyer
shall be permitted access for inspection of Real Property prior to closing in order to confirm
compliance with this standard.
M. Risk of Loss: If the Real Property is damaged by fire or other casualty
before closing and cost of restoration does not exceed the purchase price of the Real Property
so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed
pursuant to the term so the agreement with restoration costs escrowed at closing. If the cost of
the restoration exceeds three percent (3 %) of the assessed valuation of the improvements so
damaged, Buyer shall have the option of either taking Real Property as is, together with either
the three percent (3 %) or any insurance proceeds payable by virtue of such loss or damage, or
of cancelling the agreement and receiving return of deposit(s).
N. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow
and, subject to clearance, disburse them in accordance with terms and conditions of
agreement. Failure of clearance of funds shall not excuse Buyer's performance. If in doubt as
to Agent's duties or liabilities under the provisions of agreement, Agent may, at Agent's
option, continue to hold the subject matter of the escrow until the parties mutually agree to its
disbursement, or until a judgment of a court of competent jurisdiction shall determine the
rights of the parties or Agent may deposit with the clerk of the circuit court having jurisdiction
of the dispute. Upon notifying all parties concerned of such action, all liability on the part of
Agent shall fully terminate, except to the extent of accounting for any items previously
delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of
Chapter 475, F.S. (1987), as amended. Any suit between Buyer and Seller where Agent is
made a party because of acting as Agent hereunder, or in any suit wherein Agent interpleads
the subject matter of the escrow, Agent shall recover reasonable attorney's fees and costs
incurred with the fees and costs to be charged and assessed as court costs in favor of the
prevailing party. Parties agree that Agent shall not be liable to any party or person for
misdelivery to Buyer or Seller of items subject to this escrow, unless such misdelivery is due
to willful breach of contract or gross negligence of Agent.
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O'. Failure of Performance: If Buyer fails to perform this Contract within
the time specified Seller shall be relieved of all obligations under Contract. If, for any reason
other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails,
neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect
to receive the return of Buyer's deposit(s) without thereby waiving any action for damages
resulting from Seller's breach.
P. Agreement Not Reeordable; Persons Bound; Notice: Neither this
agreement nor any notice of it shall be recorded in any public records. This agreement shall
bind and inure to the benefit of the parties and their successors in interest. Whenever the
context permits, singular shall include plural and one gender shall include all. Notice given by
or to the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Seller shall convey the Real Property by way of Warranty
Deed subject to an easement for any utilities that may exist and lie on the Real Property.
R. Other Agreements: No prior or present agreements or representations
shall be binding upon Buyer or Seller unless included in this Contract. No modification or
change in this Contract shall be valid or binding upon the parties unless in writing and
executed by the party or parties intended to be bound by it.
S. Warranties: Seller warrants that there are no facts known to Seller
materially affecting the value of the real property which are not readily observable by Buyer or
which have not been disclosed to Buyer.
BUYER: SELLER:
City of Delray Beach
Norman Rufus Estate
By: By:
David Schmidt, Mayor
ATTEST:
ATTEST:
City Clerk
Approved as to Form:
Print Name
City Attorney
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