Res 09-14 RIESOLU11 ION NU. U9-'9
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 SELLER AND THE CITY OF DELRAY BEACH,
FLORIDA.
WHEREAS,the City of Delray Beach, Florida,wishes to acquire certain property located at 108-110
th
NW 12 Avenue,Delray Beach,to provide for affordable housing, a valid public 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.
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, as Buyer,hereby agrees to
purchase from the Delray Beach Community Redevelopment Agency, as Seller, for the purchase price of
Ten Dollars ($10.00), and other good and valuable consideration; said parcel being more particularly
described as follows:
Commencing at the southeast corner of the East half (1/2) of the southeast
quartet (1/4) of Lot 2, Subdivision of Section 17,Township 46 South,Range
43 East, as recorded in Plat Book 1, Page 4, of the Public Records of Palm
Beach County; thence rut-i northerly along the East line of said Lot 2, a
distance of
100.0 feet to appoint; thence run westerly along a line parallel with the South
line of said Lot 2 a distance of 25.0 feet to the point of beginning; thence
continue westerly along the same course a distance of 99.55 feet to a point;
thence run northerly along a line parallel with the West line of said East half
(1/2) of the Southeast quarter (1/4) of Lot 2 a distance of 75.3 feet to a
point; thence run easterly along a line parallel with the South line of said Lot
2 a distance of 99.41 feet to a point;thence run southerly along a line parallel
with and 25.0 feet West of the East line of said Lot 2 a distance of 75.0 feet
to the point of beginning.
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Section 2. That the terins 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".
PASSED AND ADOPTED in regular session on the 24`h day of FebruaM 2014.
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0R
Attest:
City Clerk
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Page 1 of 1
MEMORANDUM
TO: M ayor and Ci ty Commi ssi oners
FROM: Terri I I C. Pyburn, I nteri m City Attorney
THROUGH:
DATE: February 6, 2014
SUBJECT: AGENDA ITEM 10.B. - MEETING OF FEBRUARY 24, 2014
RESOLUTION NO. 09-14/CONTRACT FOR SALE AND PURCHASE FOR 108 -110 NW 12TH
AX/I=KII IF=
ITEM BEFORE COMMISSION
The i tem bef ore Commi ssi on i s approval of Resol uti on N o. 09 -14 and Contract for Sal e and Purchase
between the City of Delray Beach and the Delray Beach Community Redevelopment Agency for
purchase of property I ocated at 108 -110 NW 12th Avenue.
BACKGROUND
Resolution No. 09 -14 adopts and includes the Agreement for Purchase and Sale of Real Property
between the City and the CRA for property located at 108 -110 NW 121h Avenue. The cost of the
purchase i s Ten Dol I ars ($10.00) and i s for the Eagl e' s Nest Program Project #3 at Atlantic High School
so that the Eagle's Nest Program Career Academy students can construct a home on the property for
affordable housing purposes. This transaction has been advertised and is ready for approval by the City
Commission.
Further, the associ ated I nterl oval Agreement between the Ci ty, the CRA, and the School D i stri ct was
approved at the December 10, 2013 City Commission meeting.
RECOM M ENDATI ON
Staff recommends approval of the Agreement for Purchase and Sale contingent upon approval of
Resol uti on No. 09-14.
http: //i twebapp /NovusAgenda/Previ evv.aspx ?I teml D =7576& M eeti ngl D =475 4/8/2014
AN INTERLOCAL AGREEMENT AND MULTIPLE PARTY
AGREEMENT FOR THE EAGLE NEST PROGRAM,
PROJECT #3 AT ATLANTIC HIGH SCHOOL CAREER ACADEMY
(known as the Eagle Nest Interlocal Agreement #3)
THIS INTERLOCAL AGREEMENT AND MULTIPARTY AGREEMENT is made
this ( _ day of , 2014, by and between the CITY OF DELRAY
BEACH, FLORI A (her inafter referred to as the "CITY"), the DELRAY BEACH
COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as the "CRA "), and
the SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA, a corporate body politic
pursuant to the Constitution of the State of Florida (hereinafter referred to as "SCHOOL
DISTRICT ") (and collectively known as the "PARTIES').
WITNESSETH:
WHEREAS, Community partnerships are encouraged to provide quality
educational experiences to students and to promote the attainment of "real- world" skills
which benefit the CITY, the CRA, and the SCHOOL DISTRICT and Palm Beach
County, and
WHEREAS, the PARTIES realize that assisting the construction project of the
Career Academy Program at Atlantic High School on Atlantic Avenue within the City of
Delray Beach, known as the Eagle Nest Program (the "Program ") will involve Language
Arts (code and zoning restrictions); Math (measuring, estimating, budgeting and
purchasing); Physics (insulation, material testing, trusses); Economics (taxes,
insurance, mortgage, financing, budgets); Drafting (working drawings and blueprints);
Journalism (newspaper articles and brochures); Criminal Justice (security issues, door
locks, window treatments and lighting); career education (career preparation, applied
opportunities, apprenticeships); E.S.E. (transition skills); Health (first aid /CPR); Biology
(water cooler contamination); Foreign Language (safety sayings in six languages);
Team Work; Leadership Skills (working with others to overcome obstacles); Public
Speaking (speaking about the program to interested groups); and
WHEREAS, the construction industry will benefit when students learn the
construction skills needed by the industry; and
WHEREAS, the construction industry, through its ability to give its support and
materials will not only help the students and the construction industry, but all the
PARTIES, including the students and the construction industry will be playing an
important part in providing an affordabletworkforce housing opportunity to a family in
need; and
WHEREAS, the Program, as provided for in this Agreement, is consistent with
the Delray Beach Community Redevelopment Agency Redevelopment Plan, furthers
redevelopment within the CRA's Community Redevelopment Area, and serves a
municipal and public purpose; and
WHEREAS, the Program in summary provides that the CRA will convey to the
CITY property on which to construct a single- family residence, the CITY will then
provide the property for the Program, the CRA will grant to the CITY funds for
construction, in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the
"Funds") that will be used by the SCHOOL DISTRICT for the construction of a single -
family residence (the "Eagle Nest House "), the SCHOOL DISTRICT, through the
Program will construct the Eagle Nest House, through the efforts of students in the
Program, and the Eagle Nest House will be sold and the construction monies will be
repaid to the CRA through the use of the City's First Time Homebuyer Program, and a
first time homebuyer will be able to buy through the First Time Homebuyer Program the
Eagle Nest House. Profits over and above the construction loans and expenses will be
retained by the Program for the building of future houses through the Program and the
SCHOOL DISTRICT shall donate to the CITY ten percent of the profits, to offset costs
and expenses and to further the Program.
NOW, THEREFORE, for the Mutual Promises and Covenants herein contained,
the Parties agree as follows:
1. Recitations: The Recitations set forth above are incorporated herein.
2. CIty Responsibilities and Rlahts: The CITY shall:
(a) Allow the SCHOOL DISTRICT, through the Program, to build the
Eagle Nest House on property, which shall be conveyed to the CITY by the CRA, more
fully described in Exhibit "A" hereto (the "Property "). The CITY may take whatever
action is necessary in law or in equity to secure its rights and obligations under this
Agreement.
(b) Once the CITY receives Funds from the CRA it will disburse the
Funds from time to time as follows:
(1) The CITY, using the Funds received by the CRA for the
Program, shall deposit the Funds in an Eagle Nest Construction Fund. The Funds to be
drawn by the SCHOOL DISTRICT for the Program during the term of this loan shall be
disbursed by the CITY, not more than one time each month, on a direct payment basis
as work progresses upon receipt by the CITY of properly executed draw requests
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acceptable to the CITY both as to form and substance together with bills and /or lien
waivers. In addition, the CITY shall receive prior to any disbursement, a certification
from the CITY's inspectors, the SCHOOL DISTRICT's architect, the SCHOOL
DISTRICT's general contractor and the SCHOOL DISTRICT indicating the work
completed as of the date of the payment request, and that the work completed is
consistent with the contract between the SCHOOL DISTRICT and its contractor. The
CITY must receive an invoice at least seven (7) working days prior to the payment of
draw request. Payments shall not exceed 90% of the value of the work performed and
materials in place or the amount due to the contractors and material suppliers,
whichever is less. Such ten percent (10 %) hold back will be retained until completion of
construction and funding of the final loan proceeds. There shall be no disbursements for
materials stored offsite. Disbursements for materials stored onsite shall be permitted
unless such disbursements are prohibited by or are in violation of the payment and
performance bonds.
(2) The Funds shall be disbursed in accordance with all of the
standard controls typically placed upon the disbursement of construction proceeds by
the CITY. Disbursement will be made based upon a percentage of completion as
described above, or directly to the contractor, subcontractor and /or supplier or in such
other manner as the CITY may determine. Requisitions for advances shall be on the
CITY's approved forms. All determinations as to cost -to- complete, feasibility,
compliance with plans, specifications and building codes, frequency and amount of
advance and other matters relating to disbursements shall be at the sole discretion of
the CITY.
(3) No change orders that would cause the total construction
cost to exceed the amount of the Funds will be permitted unless approved in writing by
the CITY and the CRA.
(4) If the services of an architect and /or engineer are employed,
the CITY shall, but at the SCHOOL DISTRICT's expense, require the architect's and /or
engineer's certificate as to the progress of construction before making each
disbursement in accordance with the aforesaid schedule.
(5) The CITY and the CRA may require, at its option, from time
to time during construction, and following completion of the Eagle Nest House, for its
own information and protection, evidence from the SCHOOL DISTRICT or contractor, or
both, of the payment of bills for all labor and materials, but neither the CITY nor the
CRA shall not be required or responsible to ascertain that any bills are paid.
(6) All monies disbursed hereunder shall be used solely on
account of costs of construction and improvements on the Property.and expenses of the
construction loan, and no such monies shall be diverted or borrowed for any other use.
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(7) The CITY and the CRA shall rely on the expertise of the
SCHOOL DISTRICT to ensure that the construction of the Eagle Nest House has been
in accordance with the specifications of any contract of the SCHOOL DISTRICT for the
construction thereof and with industry standards.
(8) As requested by the CITY during construction, an
Engineering Report satisfactory to the CITY shall be provided, at the SCHOOL
DISTRICT's expense, from an independent engineering firm approved by the CITY.
Said inspections shall show all buildings and equipment to be in satisfactory condition
and working order.
(9) Notwithstanding any other provision hereof, the CITY shall
be entitled at its option to refuse to make any disbursements hereunder, or to withhold a
part of any disbursement, if the SCHOOL DISTRICT shall fail to perform or comply with
any condition, contingency or requirement of any agreement between the PARTIES.
(10) If the SCHOOL DISTRICT or the SCHOOL DISTRICT's
contractor shall fail to perform according to the terms of this Agreement or cause or
permit conditions to arise so that performance would be rendered unduly difficult or
hazardous, or if the SCHOOL DISTRICT shall fail, neglect or refuse to perform either or
any of the SCHOOL DISTRICT's promises or agreements hereunder, or breach any
promise, covenant, warranty or agreement made hereby, or if it becomes apparent that
the SCHOOL DISTRICT or the SCHOOL DISTRICT's contractor will not complete said
Improvements within the time specified in this Agreement, or if the SCHOOL
DISTRICT's contractor shall become insolvent or if there is filed a voluntary or
involuntary petition in bankruptcy or if a conservator or trustee or receiver is, appointed
or an assignment for the benefit of creditors is made, then and in either such event the
CITY may, at its option, withhold further disbursements hereunder and will be entitled to
take possession of the Property and has all rights as set forth in this ,agreement and is
entitled to pursue all of the remedies available at law and in equity and may pursue any
or all rights and remedies as set forth in this Agreement and exhibits hereto.
(c) The CITY shall provide a first time home buyer for the Eagle Nest
House through its First Time Homebuyer Program and assist the buyer in qualifying and
obtaining a mortgage through the First Time Homebuyer Program. The CITY does not
act as a guarantor for any loans. The CITY shall convey the Eagle Nest House and
Property under the First Time Homebuyer Program.
(d) The CITY shall receive from the First Time Homebuyer Program
proceeds in a sufficient amount to pay off the construction loan given by the CRA and
will repay such loan to the CRA without interest upon the sale of the Eagle Nest House
and Property.
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(e) The CITY shall retain ten percent (10 %) of the profits received upon
the sale of the Eagle Nest House to use to facilitate the acquisition and costs, including,
but not limited to quiet title costs, for the Eagle Nest House or for future, similar
endeavors with the PARTIES or if none to facilitate the CITY'S Affordable/Workforce
Housing Program.
(f) The CITY shall ensure that the CRA is referenced on any and all
marketing materials for the Eagle Nest House.
(g) Neither the CITY nor the CRA shall be liable to materialmen,
contractors, subcontractors, laborers or others for goods and /or services delivered
and /or rendered by them in or upon the Property or employed in the construction of the
Eagle Nest House or for any debts or claims accruing in favor of any such parties and
against the SCHOOL DISTRICT or others or against the Property. The SCHOOL
DISTRICT is not and shall not be the agent of the CITY nor the CRA for any purpose
whatsoever.
(h) All inspection services, if any, rendered by the CITY or officers,
agents, or employees, shall be rendered solely for its own information and protection.
Neither the CITY nor its officers, agents or employees shall be in any way liable for the
failure of any contractor, subcontractor or laborer to deliver materials or perform
services to be delivered or performed by them.
(I) Once the CRA conveys the Property to the CITY, the CITY shall be
responsible for insuring that the Property is maintained in a manner consistent with the
CITY's Code of Ordinances and Land Development Regulations. This includes
maintaining the lawn, landscaping, and fencing on the Properly.
3. CRA Responsibilities and Rights:
(a) The CRA shall convey to the CITY the Property pursuant to the
Agreement for Purchase and Sale, which is attached hereto as Exhibit "D ", and
incorporated herein by reference.
(b) No later than seven (7) days following conveyance of the Property
to the CITY, the CRA shall pay to the CITY Fifty Thousand Dollars ($50,000.00) to be
disbursed by the CITY to the SCHOOL DISTRICT for the Program at Atlantic High
School for the construction of the Eagle's Nest House located on Property. Additional
draws shall be disbursed by the CRA to CITY, following the receipt of a written request
with supporting documentation, no later than seven (7) days after the receipt of the
written request, so long as the total amount of all payments by CRA to CITY do not
exceed the sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). At
the time of the closing on the sale of the Eagle Nest House to a qualified individual,
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pursuant to the requirements of this Agreement, the Funds provided by the CRA shall
be repaid to the CRA without interest.
(b) The CRA may take whatever action is necessary in law or in equity
to secure its rights and obligations under this Agreement.
4. School Distrlct's Responsibilities and Risahts:
(a) The SCHOOL DISTRICT, through the Program, shall construct and
erect, in a true, thorough, workmanlike and substantial manner, the Eagle Nest House
on the Property, in substantial compliance and accordance with the plans attached
hereto as Exhibit "B" (the "Plans ") such other specifications as are mutually agreed to
between the SCHOOL DISTRICT and the CITY. The SCHOOL DISTRICT shall fully
equip the Eagle Nest House and install and pay for any fixtures and materials and
complete and pay for any landscaping, walls, drives, approaches or walks required by
the Plans.
(b) The SCHOOL DISTRICT, through the Program, shall receive from
the CITY, (through monies the CITY receives from the CRA) the Funds, interest free.
(c) All services under this Agreement for which a contracting license is
required by law shall be performed by a holder of the appropriate license retained by the
SCHOOL DISTRICT.
(d) The SCHOOL DISTRICT shall take all necessary steps to ensure
that construction of the Eagle Nest House shall proceed continuously and diligently, and
in all events shall complete construction and equipage of Eagle Nest House and
perform all covenants and promises contained in this Agreement not later than thirty -six
(36) months from the commencement of construction. In the event that, notwithstanding
the SCHOOL DISTRICT's diligent efforts to complete the Eagle Nest House within the
thirty -six (36) month period, the SCHOOL DISTRICT is unable to complete construction,
the SCHOOL DISTRICT shall request up to an additional twelve (12) months to
complete construction by providing written notice to the CITY and CRA, which may
extend the Agreement upon approval by the City Commission and CRA Board. For
purposes of this provision the SCHOOL DISTRICT's Chief Operating Officer, shall be
authorized to approve all extensions on behalf of the SCHOOL DISTRICT without
further consideration or approval of the SCHOOL DISTRICT or the School Board.
(e) The SCHOOL DISTRICT covenants and warrants that all
necessary licenses or permits will be obtained to permit the completion of the Eagle
Nest House and that all materials contracted or purchased are for delivery to the
Property and for use in said construction, and all labor contracted or hired for or in
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connection with said construction shall be used and employed solely on the Property
and in said construction and only in accordance with the Plans. Copies of the necessary
building permits shall be furnished by the SCHOOL DISTRICT to the CITY forth with
prior to any disbursement of the Funds pursuant to this Agreement.
(0 The SCHOOL DISTRICT shall work diligently towards the
completion of the Eagle Nest House and during construction shall secure the Eagle
Nest House and Property in a manner that does not cause undue deterioration of the
aesthetics and safety of the neighborhood.
(g) The SCHOOL DISTRICT shall be entitled to ninety percent (90 %)
of the profits after the construction loan and expenses are paid in full. The CITY shall
be entitled to the remaining ten percent (10 %) of the profits to be used by the CITY as
set forth in Paragraph 2(e).
(h) The SCHOOL DISTRICT shall maintain adequate records to justify
all charges, expenses, and costs incurred in the construction of the Eagle Nest House.
The SCHOOL DISTRICT shall furnish, on completion of construction of the Eagle Nest
House, all receipted bills, certificates, affidavits, releases of liens and other documents
which may be required by the lien laws of the State of Florida or which shall be
reasonably required by the CITY as evidence of full payment for all labor and materials
incident to said construction and release of the Eagle Nest House on the Property from
all liens therefor.
(i) The SCHOOL DISTRICT covenants and warrants that as of the
date hereof no materials of any kind have been placed on the Property and no labor has
been performed upon the Property incident to the contemplated construction.
Q) The SCHOOL DISTRICT shall furnish the CITY, at the Program's
expense upon the completion of the Eagle Nest House, a survey showing the
improvements properly located on the Property.
(k) The SCHOOL DISTRICT shall require its contractor to provide a
standard one -year warranty homeowner warranty on the Eagle Nest House, said
warranty to commence upon the date that the final Certificate of Occupancy is issued.
The SCHOOL DISTRICT shall itself cooperate and require that its contractor cooperate
with the CITY and the homeowner in the scheduling and performance of any warranty
work.
(1) The SCHOOL DISTRICT agrees to comply with. all federal, state,
and local laws, rules and regulations of any nature whatsoever, applicable zoning
ordinances and subdivision restrictions, now in effect or in the future.
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(m) The SCHOOL DISTRICT shall ensure that the construction of the
Eagle Nest House is appropriately supervised, without charge or deduction for such
services.
(n) The SCHOOL DISTRICT shall execute all instruments required to
fully comply with and shall abide by, complete, perform and carry out all of the SCHOOL
DISTRICT representations, proposals and obligations. It is specifically agreed and
understood that CITY's obligation to disburse the Funds at any time in accordance with
this Agreement is contingent upon the SCHOOL DISTRICT's full and strict compliance
with all of the covenants, warranties, representations, terms and conditions of the
documents executed and delivered in connection with this Agreement.
(o) The SCHOOL DISTRICT shall furnish CITY forthwith and prior to
the disbursement of any Funds pursuant to this Agreement, duly executed copies of the
contract between contractor and the SCHOOL DISTRICT and any other contracts
and/or subcontracts, purchasing orders and any other agreements between the
SCHOOL DISTRICT, and any other party that the CITY shall reasonably request,
including, without limitation a copy of the executed contract between the SCHOOL
DISTRICT and its architect.
5. Notices: Any notice given pursuant to the terms of this Interlocal
Agreement shall be in writing and hand delivered or sent by certified mail, return receipt
requested. All notices shall be addressed to the following:
As to the CRA: Community Redevelopment Agency
Diane Colonna, Director
20 North Swinton Avenue
Delray Beach, FL 33444
As to School District: Principal, Atlantic High School
2455 W. Atlantic Avenue
Delray Beach, FL 33445
With copy to:
General Counsel
School Board of Palm Beach County
P.O. Box 19239
West Palm Beach, FL 33406
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As to City: Louie B. Chapman, Jr., City Manager
City of Delray Beach
100 N.W. 1 't Avenue
Delray Beach, FL 33444
6. Default:
(a) The PARTIES agree that, in the event any party is in default of its
obligations under this Agreement, the non - defaulting party shall provide to the defaulting
party thirty (30) days written notice to cure the default. In the event the defaulting parry
falls to cure the default within the thirty (30) day cure period, the non - defaulting party
shall be entitled to seek any remedy available to it at law or equity, including, but not
limited to, the right to terminate this Agreement and seek damages,
(b) In the event that the SCHOOL DISTRICT defaults under its
obligations during construction of the Eagle Nest House, the CITY is entitled to take
possession of the Property and has the option to complete the Eagle Nest House using
whatever Funds the CITY has retained and is entitled to receive the Funds from the
SCHOOL DISTRICT that have been disbursed by the CITY for the Program, but have
not been expended. This covenant is in addition to and not a substitution for all rights of
the CITY set forth elsewhere in this Agreement and any exhibits thereto.
7. Termination: The SCHOOL DISTRICT or CITY may terminate this
Interlocal Agreement upon thirty (30) days advance written notice to each other for non-
compliance in the performance of any of the terms and conditions as set forth herein
and where SCHOOL DISTRICT or the CITY does not cure said non - compliance within
ninety (90) days of receipt of written notice to do so. Further, upon written notice,
SCHOOL DISTRICT shall reimburse the CITY any Funds provided to SCHOOL
DISTRICT pursuant to this Interlocal Agreement that have not been expended by the
SCHOOL DISTRICT by the date of the notice of termination and the CITY will use the
Funds to complete the project. In the event of termination, prior to the commencement
of any construction, the CITY shall return all Funds to the CRA.
8. Governlna Law: Remedies, Venue: This Interlocal Agreement shall be
governed by the laws of the State of Florida. No remedy herein conferred upon any
party is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise. No single or
partial exercise by any party of any right, power, or remedy hereunder shall preclude
any other or further exercise thereof. The parties hereto may pursue any and all actions
available under law to enforce this Interlocal Agreement including, but not limited to,
actions arising from the breach of any provision set forth herein. Venue shall be in Palm
Beach County.
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9. Eilino: A copy of this Interlocal Agreement shall be filed with the Clerk of
the Circuit Court in and for Palm Beach County.
10. Liability: The PARTIES recognize their respective liability for certain
tortious acts of their agents, officers and employees, and agree to be responsible
respectively for all claims, liability, losses, and /or causes of action that may arise from
any negligent act or omission due to the acts of its agents, servants, or employees, to
the extent and limits provided by law, the PARTIES being subject to the limits provided
in Section 768.28, Florida Statutes, the State of Florida's partial waiver of Sovereign
Immunity; provided, however, that this provision shall not be construed as a waiver of
any right or defense that any of the PARTIES have under said statute. In addition, the
SCHOOL DISTRICT will indemnify the CITY and the CRA against any loss or damage
incurred by the CITY and the CRA which loss or damage is suffered or incurred as a
result of the negligence of its students, contractors, and employees. Such indemnity is
expressly limited, subject to and within the extent and limitations of F.S. §768.28 but in
no event for any amount greater than provided by F.S. §768.28.
11. Insurance. The Parties recognize that the SCHOOL DISTRICT is self -
insured. SCHOOL DISTRICT shall require its contractor to maintain sufficient
professional, general liability automobile liability, builder's risk, and worker's
compensation coverage and other insurance as required by Exhibit "C ", which is
attached hereto and incorporated herein by reference. So long as the SCHOOL
DISTRICT complies with this requirement, the CITY shall not look to the DISTRICT itself
to correct any defects In construction which are first discovered or identified after the
issuance of a Final Certificate of Occupancy or its equivalent by the appropriate building
official of the CITY. The cost of the insurance shall be included within the lump sum
contractor's fee and the SCHOOL DISTRICT shall pay that fee from the Funds provided
by the CRA for the project. Certificates of insurance evidencing the required insurance
coverage shall be provided to the CITY, pursuant to the provisions of Exhibit "C ",
which is attached hereto and incorporated herein by reference.
12. Captions: The captions and section designations herein set forth are for
convenience only and shall have no substantive meaning.
13. Severability: If any term or provision of this Interlocal Agreement, or the
application thereof to any person or circumstance, shall to any extent be held invalid or
unenforceable, the remainder of this Interlocal Agreement, or the application of such
term or provision, to any person or circumstance other than those as to which it is held
invalid or unenforceable, shall not be affected, and every other term and provision of
this Interlocal Agreement shall be deemed valid and enforceable to the extent permitted
by law.
14. Entirety of Aureement: This Interlocal Agreement and Exhibits hereto,
which are incorporated herein by reference, represents the entire understanding
Us]
between the CITY, the CRA, and the SCHOOL DISTRICT and supersedes all other
negotiations, representations or agreements, either written or oral.
15. No Third Party Beneficiaries: This Interlocal Agreement is made solely
and specifically among and for the benefit of the PARTIES hereto, and no other person
or entity shall have any rights, interest, or claims hereunder or be entitled to any
benefits under or on account of this Interlocal Agreement as a third -party beneficiary or
otherwise.
16. No Interpretation Against Drafter: No party shall be considered the
author of this Interlocal Agreement since the PARTIES have participated in extensive
negotiations and drafting and redrafting of this document to arrive at a final Interlocal
Agreement. Thus, the terms of this Interlocal Agreement shall not be strictly construed
against one party as opposed to another party based upon who drafted it.
17. Dispute Resolution: In the event an issue arises which cannot be
resolved between the SCHOOL DISTRICT's Atlantic High School principal and the
CITY's Director of Community Improvement regarding the interpretation or operation of
this Agreement, the dispute shall be referred to the SCHOOL BOARD'S Chief
Operating Officer and the CITY's City Manager who shall both make a good faith effort
to resolve the dispute, before instituting any litigation. Should the PARTIES be unable
to resolve a dispute respecting the true construction and meaning of the Plans and
specifications, the same shall be decided by a competent architect and /or engineer to
be selected by the CITY and the SCHOOL DISTRICT and the costs of such services
shall be borne equally by the CITY and the SCHOOL DISTRICT.
18. Amendment: Except as otherwise provided for in this Agreement, this
Agreement may be modified and amended only by written instrument executed by the
PARTIES hereto.
19. Equal Opportunity Provision: The PARTIES agree that no person shall,
on the grounds of race, color, sex, national origin, disability, religion, ancestry, marital
status, sexual orientation or gender, gender identity or expression be excluded from the
benefits of, or be subjected to any form of discrimination under any activity carried out
by the performance of this Agreement.
20. Waiver: iver: No waiver of any provision of this Agreement shall be effective
against any party hereto unless it is in writing and signed by the party waiving such
provision. A written waiver shall only be effective as to the specific instance for which it
is obtained and shall not be deemed a continuing or future waiver.
21. Force Maieure. No party shall be obligated to perform any duty,
requirement or obligation under this Agreement if such performance is prevented by fire,
hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes,
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or other labor disputes, riot or civil commotions, or by reason of any other matter or
condition beyond the control of any party, and which cannot be overcome by reasonable
diligence and without unusual expense ( "Force Majeure"). In no event shall a lack of
funds on the part of any party be deemed Force Majeure.
22. Inspector General. The parties agree and understand that the School
District's Office of Inspector General ( "Inspector General ") shall have immediate,
complete and unrestricted access to all papers, books, records, documents, information,
personnel, processes (including meetings), data, computer hard drives, emails, instant
messages, facilities or other assets owned, borrowed or used by the City and CRA with
regard to the Agreement. The City's and CRA's employees, vendors, officers and
agents shall furnish the Inspector General with requested information and records within
their custody for the purposes of conducting an investigation or audit, as well as provide
reasonable assistance to the Inspector General in locating assets and obtaining records
and documents as needed for investigation or audit relating to the Agreement.
Furthermore, the City and CRA understand, acknowledge and agree to abide by School
Board Policy 1.092.
23. Records. Each party shall maintain its own respective records and
documents associated with this Agreement in accordance with the records retention
requirements applicable to public records. Each party shall be responsible for
compliance with any public documents request served upon it pursuant to Section
119.07, Florida Statutes, and any resultant award of attorney's fees for non - compliance
with that law.
24. Survival. Provisions contained in this Agreement that, by their sense
and context, are intended to survive the suspension or termination of this Agreement,
shall so survive.
25. 'Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT
EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT.
SIGNATURES ON THE FOLLOWING PAGE
12
IN WITNESS WHEREOF, the parties
be executed on the day and year first aboy,
Attest:
City Clerk
Approved as to Form
and Legal Sufficiency:
L l
kn • Ciy Attorney 7 J q
A Sr ,A ,
i�.
Diane Colonna, ecretary
Approved as to Form
and Legal Su iency:
AUI s
School Di trict Attorney
�bq--
this jnkrlocal Agreement to
DELRAY B AC , FLORIDA
ry D. Glicks n, Mayor
DELRAY BEACH COMMUNITY
REDEVELOPMENT AGENCY
By:i�
Howard Lewis, -Chairperson
SCHOOL BOARD OF
COUNTY, FLOMDAI
By:
Chuck
E. Wayne Gent,
Superintendent
BEACH
HA GOV CLIENTSMCRA 6551060018 DBCRAIAGMT 20131EagWs Nest Merged Document.docxH:1 GOV CLIE M03CRA
655/060018 DBCRAIAGMT 20131Eagks Nest ILA- Project #3REV I Am
13
EXHIBIT "A"
LEGAL DESCRIPTION
Commencing at the southeast corner of the East half ( %z) of the southeast quarter(Y4) of
Lot 2, Subdivision of Section 17, Township 46 South, Range 43 East, as recorded in
Plat Book 1, page 4, Public Records of Palm Beach County, Florida; thence run
northerly along the East line of said Lot 2 a distance of 100.00 feet to a point; thence
run westerly along a line parallel with the South line of said Lot 2 a distance of 25.0 feet
to the point of beginning; thence continue westerly along the same course a distance of
99.55 feet to a point; thence run northerly along a line parallel with the West line of said
East half (%) of the Southeast quarter (%) of Lot 2 a distance of 75.0 feet to a point;
thence run easterly along a line parallel with the South line of said Lot 2 a distance of
99.41 feet to a point; thence run southerly along a line parallel with and 25.0 feet West
of the East line of said Lot 2 a distance of 75.0 feet to the point of beginning.
108 NW 12th Avenue, Delray Beach, Florida
Parcel Control No. 12-43 -46- 17-42- 002 -0021
14
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EXHIBIT "C"
EAGLE NEST PROGRAM CONTRACTOR INSURANCE REQUIREMENTS
Insurance /Bond Reauirements and Conditions:
During the term of this Agreement with the City, except as otherwise stated in this
Agreement, the School District's contractor shall procure and maintain insurance and
bonds, if required, of the types and to the limits and conforming to requirements as
specified in the following paragraphs. No work under this contract shall begin until
evidence of these financial guarantees is delivered as is directed under this contract.
Commercial General Liability Insurance: Shall be written on the most current ISO
Occurrence Form, or equivalent, to cover legal liabilities arising from premises and
operations, independent contractors, contractual (indemnification) agreement, products
and completed operations, personal injury and XCU exposures as required by the work
to be performed under this Contract, unless waived by the City. The combined bodily
injury and property damage limit shall not be less than $1,000,000 per occurrence with
an annual aggregate of $2,000,000.
The School District's contractor will maintain the completed operations insurance for a
period of one (1) year after the work performed under this Agreement has been
completed and accepted by the City.
Automobile Liability Insurance: Shall be maintained in accordance with the laws of the
State of Florida to cover the ownership, maintenance and /or use of all owned, non -
owned, or hired vehicles as required by the work to be performed under this Contract.
The combined bodily injury and property damage limit shall not be less than $500,000
per occurrence.
Workers' Compensation Insurance: Shall be provided and maintained in accordance
with the State of Florida's Workers' Compensation Law. Included shall be Employee's
Liability Insurance to protect against on-the-job injury or illness which may not fall within
the provisions of the State's Workers' Compensation Law. The limits shall be no less
than $500,000 each accident and an occupational disease limit of $500,000 per
employee/$500,000 aggregate.
Additional Insured: The City and the CRA shall be included as additional insureds by
way of the most current ISO endorsement, or its equivalent, on the School District's
contractor's liability insurance policies required under this Agreement.
Subcontractor Provision: The School District will assure that all subcontracted work
essentially requires the subcontractor(s) to adhere to the same insurance, safety and
indemnity provisions as in this Agreement, or otherwise the School District's contractor
will assume the legal liabilities of such subcontractor(s).
Safety Practices /Hazardous Waste Agreement: The School District's contractor
warrants that work practices of employees and agents of the School District's
contractor, and the services and /or products supplied will be provided and/or used in
compliance with, although not an exhaustive reference, the standards set forth in the
Occupational Safety and Health Act of 1970 and its amendments, Federal and State
environmental pollution laws, and the policies and procedures of the City. The City
retains the right to stop work if such compliance is not maintained.
Evidence of Insurance: Prior to the commencement by the School District's contractor
or subcontractor of any work under this Agreement, the City and the CRA must receive
and approve Certificates of Insurance evidencing the insurance coverages and
requirements as required by this Agreement. Certified copies of the policies will be
provided if requested by the City or the CRA. Renewal Certificates shall be provided to
the City and CRA at least ten (10) days prior to the expiration of any policy.
If at any time the School District's contractor fails to maintain, or provide evidence of
insurance coverage required by this Agreement, all work may be halted by the City.
Cancellation /Changes /Renewal: At least thirty (30) days written notice must be given to
the City of any cancellation, intent to non - renew, or material reduction or change in
insurance coverages.
Primary Policies: The School District's contractor's insurance will be primary to the
City's insurances or self - insurance programs.
Waiver of Subroaation: The School District's contractor and it's insurer(s) waive all
rights of subrogation against the City, its employees, officers, directors and agents for
the recovery of damages to the extent such damages are covered under any of the
City's general liability, automobile liability, excess liability or property insurance and self -
insurance programs.
Insurance Ratings: All insurers of the School District's contractor shall be authorized to
do business in Florida, and shall have an A.M. Best rating of A-/VI I, or equivalent.
Deductibles and Self - Insured Retentions: The School District's contractor is responsible
for all deductibles and self - insured retentions. In the event of loss which would have
been covered but for the deductible or self - insured retention, the City may withhold from
payment to the School District an amount equal to the deductible or self -insi +red
17
retention should the full loss recovery not be obtained under the School District's
contractor's insurance as a result.
Builders Risk Insurance: Shall be maintained by the School District's contractor during
the work performed under this Agreement and shall be an all risk coverage, to include
wind storm and flood as required by the City, with limits equal to 100% of the
replacement value of the completed structure. This insurance shall include, or inland
marine insurance shall be maintained by the School District's contractor, to provide all
risk coverage for related property, to include machinery and equipment, while in transit
or being stored at the work site. If necessary, the insurance policy will contain a waiver
of occupancy clause which would allow the City or the School District to occupy the
structure as stipulated in the Agreement without jeopardizing the insurance coverage.
Professional Liability Insurance: Shall be maintained during the life of this Agreement to
cover the "errors and omissions' of the School District, or the School District's
contractor will assure such coverage is provided by any person(s) acting on the School
District's behalf, in an amount of at least $1,000,000 per occurrence /annual aggregate.
Performance and Payment Bonds: The School District shall upon execution of the
Agreement furnish to the City a Performance Bond (including a Maintenance Bond) and
a Payment Bond each in an amount at least equal to the Contract Price as security for
the faithful performance and payment of all the School District's obligations under this
Contract. These Bonds shall remain in effect at least until one year after the date when
final payment becomes due, except as otherwise provided by Law or Regulation or by
the Contract Documents. The premiums for these bonds will be paid by the School
District. The form and conditions of the Bonds and the Surety shall be acceptable and
satisfactory to the City.
These bonds shall be in a Surety Company licensed to do business in the State of
Florida, shall have a resident agent in the State of Florida and shall have a current A.M.
Best financial rating of at least A Nil.
No work under this contract shall commence until the properly executed Bond is
received and approved by the City.
If the Surety on any Bond furnished by the School District -is declared bankrupt or
becomes insolvent or its right to do business is terminated in the state of Florida or it
ceases to meet the requirements of the above paragraph, the School District shall within
five days thereafter substitute another Bond and Surety, both of which must be in
conformance with the above paragraph.
18
EXHIBIT M"
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT is made and entered into as of this _ day of , 2013
( "Agreement ") by and between the Delray Beach Community Redevelopment Agency, a Florida
public body corporate and politic created pursuant to Section 163.356 F.S, whose post office
address is 20 North Swinton Avenue, Delray Beach, Florida 33444 (hereinafter referred to as
"SELLER ") and the City of Delray Beach, a Florida municipal corporation, whose post office
address is 100 NW Id Avenue, Delray Beach, Florida 33444 -1533 (hereinafter collectively referred
to as "PURCHASER ").
WITNESSETH
In consideration of the mutual agreements and upon and subject to the tenors and conditions
herein contained, the parties hereto agree as follows:
1.
The following terms when used in this Agreement for Purchase and Sale shall have the
following meanings:
1.1 Property. That certain real property located at 108 -110 NW 12th Avenue
Delray Beach, Florida, together with all improvements thereon and attached personal property
(collectively the "Property) which Property is more particularly described with the legal description
in Exhibit "A," attached hereto and made a part hereof.
1.2 Closins. The delivery of a Special Warranty Deed to PURCHASER
concurrently with the delivery of the purchase price and other cash consideration to SELLER.
1.3 Closing Date. The Closing Date shall occur on or before thirty (30) days
after the expiration of the Inspection Period.
I A Deed. A Special Warranty Deed, in its statutory form, which shall convey
the Property from SELLER to PURCHASER
1.5 Effective Date. The Effective Date of this Agreement shall be the date upon
its execution by all parties to this Agreement: SELLER, PURCHASER and the Escrow Agent.
1.6 SELLER`S Address. Seller's mailing address is 20 N. Swinton Avenue,
Delray Beach, Florida 33444, with copy to Goren, Cherof, Doody & Ezrol, P.A., Attn: David N.
Tolces, Esq., at 3099 East Commercial Boulevard, Suite 200, Fort Lauderdale, Florida 33308.
1.7 PURCHASER% Address. Purchaser's mailing address is 100 N.W. 1"
Page 1
EXHIBIT "D"
Avenue, Delray Beach, Florida 33444, with copy to Brian Shutt, City Attorney, 200 N.W. Id
Avenue, Delray Beach, FL 33444.
1.8 Other Definitions. The terms defined in any part of this Agreement shall
have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement, the
singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of each
gender shall be deemed to comprehend either or both of the other genders. As used in this
Agreement, the terms "herein ", "hereof' and the like refer to this Agreement in its entirety and not to
any specific section or subsection.
2. PURCHASE PRICE.
Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property previously
identified on Exhibit "A" for the total Purchase Price of Ten and 001100 ($10.00) Dollars, other
good and valuable consideration, and upon and subject to the terms and conditions hereinafter set
forth. PURCHASER shall pay the Purchase Price to SELLER at Closing pursuant to the terms of this
Agreement by check or R-ie transfer of readily negotiable funds to an account identified in writing by
SELLER.
2.1 The Purchase includes:
(a) All buildings and improvements located on the Property;
(b) All right -of -ways, alleys, waters, privileges, easements and
appurtenances which are on or benefit all the Property;
(c) All right, title and interest, if any, of SELLER in any Land lying in
the bed of any public or private street or highway, opened or proposed, in front any of the adjoining
Property to the center line thereof. The sale also includes any right of SELLER to any unpaid award
to which SELLER may be entitled: (1) due to taking by condemnation of any right, title or interest
of SELLER and (2) for any damage to the Property due to change of grade of any street or highway.
SELLER will deliver to PURCHASER at closing, or thereafter on demand, proper instruments for the
conveyance of title and the assignment and collection of award and damages;
(d) To the extent transferable, all licenses, permits, contracts and leases,
if applicable, with respect to the property.
Page 2
EXHIBIT "D"
3. INSPECTIONS.
PURCHASER shall have forty five (45) days commencing on the Effective Date to perform
inspections of the Property as the PURCHASER deems necessary ( "Inspection Period "). During the
Inspection Period, PURCHASER shall, at its sole cost and expense, determine that utility services
including, water, waste water, electric, telephone and all other utilities are available in the proper size
and capacity to serve the existing facilities and installed to the property lines. At all times during the
Inspection Period, PURCHASER and its agents shall be provided with reasonable access during
normal business hours to the Property for purposes of on -site inspection, upon reasonable prior notice
to SELLER. The scope of the inspection contemplated herein shall be determined by the
PURCHASER as deemed appropriate under the circumstances. This Agreement is contingent upon
PURCHASER, at its sole cost and expense, obtaining and accepting a satisfactory Phase I
Environmental Audit, and if deemed necessary at its discretion, a Phase 11 Environmental Audit for
which it will be granted an additional sixty (60) days for inspections. In the event that any inspections
and any review of documents conducted by the PURCHASER relative to the Property during this
Inspection period prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall
he entitled to terminate this Agreement prior to the end of the forty -five (45) day Inspection Period.
PURCHASER will provide written notice by mail or facsimile to SELLER and/or SELLER'S counsel
in the event the PURCHASER determines that the Property is unsuitable during the Inspection Period
or proceed to Closing as set forth herein.
4. SELLER'S REPRESENTATIONS.
To induce PURCHASER to enter into this Agreement, SELLER makes the following
representations, all of which, to the best of SELLER'S knowledge, in all material respects and except
as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the
Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In
that event, PURCHASER shall be provided immediate notice as to the change to the following
representations:
4.1 At all times from the Effective Date until prior to Closing, SELLER shall
keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or
materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER
prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from
and against all expense and liability in connection therewith (including, without limitation, court
Page 3
IWAVI 31iYalil
costs and reasonable attorney's fees).
4.2 SELLER has no actual knowledge nor has SELLER received any notice of
any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by
any organization, person, individual or governmental agency which would affect (as to any threatened
litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of
the Property or any part thereof or which would otherwise relate to the Land.
4.3 SELLER has full power and authority to enter into this Agreement and to
assume and perform his obligations hereunder in this Agreement. SELLER does not and will not
conflict with or result in the breach of any condition or provision, or constitute a default under, or
result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or
assets of the SELLER by reason of the terns of any contract, mortgage, lien, lease, agreement,
indenture, instrument or judgment to which the SELLER is a party of which is or purports to be
binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal
or other governmental department, CRA, board, bureau or instrumentality is necessary to make this
Agreement a valid instrument binding upon the SELLER in accordance with its terms.
4.4 SELLER represents that SELLER will not, between the date of this
Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not
be unreasonably withheld or delayed, except in the ordinary course of business, create by their
consent any encumbrances on the Property. For purposes of this provision the term "encumbrances"
shall mean any liens, claims, options, or other encumbrances, encroachments, rights -of -way, leases,
easements, covenants, conditions or restrictions.
4.5 SELLER represents that there are no parties other than SELLER in
possession of the Property or any portion of the Property as a lessee.
4.6 SELLER shall not list or offer the Property for sale or solicit or negotiate
offers to purchase the Property while this Agreement is in effect. SELLER shall use their best efforts
to maintain the Property in its present condition so as to ensure that it shall remain substantially in the
same condition from the conclusion of the forty (45) day Inspection Period to the Closing Date.
5. EVIDENCE OF TITLE.
5.1 Title to the Prope_yt . SELLER shall convey to PURCHASER at Closing, by
deli -,my of a Special Warranty Deed, title to the subject Property. SELLER shall, within fifteen (15)
days of the commencement of the Inspection Period, seem a title insurance commitment issued by a
title insurance underwriter approved and selected by SELLER for the Property insuring
Page 4
EXHIBIT "D"
PURCHASER'S title to the Property subject only to those exceptions set forth in the commitment.
The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall
be borne by the PURCHASER
PURCHASER shall have fifteen (15) days from the date of receiving said
commitment to examine the title commitment. If PURCHASER objects to any exception to title as
shown in the title commitment, PURCHASER within ten (10) days of expiration of the Inspection
Period shall notify SELLER in writing specifying the specific exception(s) to which it objects. Any
objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure,
shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment
within ten (10) days after PURCHASER has provided notice to SELLER. Within five (5) days after
the expiration of SELLER'S time to cure any objection, SELLER shall send to PURCHASER a
notice in writing (a "cure notice") stating either (1) that the objection has been cured and in such case
enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to
cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time
period set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by
written notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured
objection, in which event all instruments and monies held by the Escrow Agent shall be immediately
returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the
transaction contemplated herein despite the uncured objection.
5.2. Survey and Legal Description, Within ten (10) days of the commencement of
the Inspection Period, PURCHASER at its own expense shall order. (i) a survey prepared by a
registered land surveyor or engineer licensed in the State of Florida showing the boundaries of the
Property, and the location of any easements thereon and certifying the number of acres (to the nearest
one thousandth acre) of land contained in the Property, all buildings, improvements and
encroachments; and (ii) a correct legal description of the Property which, upon approval thereof by
PURCHASER and SELLER (not to be unreasonably withheld), shall be the legal description used in
the deed of conveyance. The survey and legal description shall be prepared and certified by a
surveyor licensed and registered in the State of Florida and shall comply with the requirements of the
survey map established in connection with the issuance of an owner's title insurance policy on the
Property. The survey shall be certified to PURCHASER and the title insurance company issuing the
title insurance.
Page 5
EXHIBIT "D"
6. PURCHASER'S REPRESENTATIONS.
PURCHASER hereby represents and warrants to the best of its knowledge that all of the
following are true and correct:
(a) PURCHASER has full power and authority to enter into this Agreement and
to assume and perform all of its obligations hereunder.
(b) The execution and delivery of this Agreement and the consummation of the
transaction contemplated hereunder on the part of the PURCHASER do not and will
not violate the corporate or organizational documents of PURCHASER and will not
conflict with or result in the breach of any condition or provision, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the terms of any contract, mortgage, lien, lease,
agreement, indenture, instrument or judgment to which the PURCHASER is a party.
(c) No action by any federal, state, municipal or other governmental
department, board, bureau or instrumentality is necessary to make this Agreement a
valid instrument binding upon PURCHASER in accordance with its terms and
conditions.
All of the representations, warranties and covenants of PURCHASER contained in this
Agreement or in any other document, delivered to SELLER in connection with the transaction
contemplated herein shall be true and correct in all material respects and not in default at the time of
Closing, just as though they were made at such time.
7. CONDITIONS PRECEDENT TO CLOSIIYG.
Each of the following events or occurrences ( "Conditions Precedents ") shall be a condition
precedent to PURCHASER'S obligation to close this transaction:
(a) That the PURCHASER has not timely notified SELLER that it is not
satisfied with the Inspection Period investigation conducted on the Property
during the Inspection Period.
(b) SELLER has performed all covenants, agreements and obligations, and
complied with all conditions required by this Agreement to covey clear and
marketable title of the Property to PURCHASER, prior to closing.
(c) Approval of this Agreement by the Delray Beach Community
Redevelopment Agency.
Page 6
EXHIBIT "D"
(d) Approval of this Agreement by the Delray Beach City Commission.
S. RISK OF LOSS.
Risk of loss or damage from fire, other casualty, or both, is assumed by SELLER until the
deed described in Paragraph 5.1 hereof is delivered by SELLER to PURCHASER In the event any
portion of the Property is destroyed, rendered unleaseable or dysfunctional by fire or other casualty
then the following shall apply:
(a) If the damage, as determined by the insurance adjuster, is not more than
$25,000 dollars, (i) PURCHASER shall complete settlement and all
insurance proceeds relating to the improvements damaged by such casualty
loss shall be paid to the PURCHASER, and (ii) SELLER shall assign to
PURCHASER on the date of Closing the full amount of any proceeds
payable under SELLER'S fire and extended coverage insurance policy
applicable to said damage;
(b) If the damage, as determined by the insurance adjuster, is more than $25,000
dollars, PURCHASER shall have the option to (i) complete the settlement
hereunder and collect all available insurance proceeds relating to the
improvements damaged by such casualty loss, in which case SELLER shall
pay to PURCHASER on the date of Closing the full amount of any
deductible under SELLER'S fire and extended coverage insurance policy, or
(ii) terminate this Agreement and receive a refund of entire deposit and
interest. SELLER warrants that they shall maintain until the date of the
Closing adequate "All Risk" property insurance; and:
(c) In the event the Property, or any portion thereof, is condemned by any
governmental authority under its power of eminent domain or becomes the
subject of a notice of condemnation, prior to Closing, PURCHASER may
elect to terminate this Agreement, or PURCHASER may elect to complete
settlement hereunder, in which event SELLER shall assign to PURCHASER
all of SELLER'S rigbt, title and interest in and to any condemnation awards,
whether pending or already paid applicable to the loss of the real property
and the improvements located thereon, and there shall be no adjustment to
the Purchase Price.
Page 7
EXHIBIT "D"
9. CLOSING DOCUMENTS.
At closing, SELLER shall deliver to PURCHASER a Special Warranty Deed, Bill of Sale, if
applicable, No Lien/Gap Affidavit, Non - Foreign Certification in accordance with Section 1445 of the
Internal Revenue Code, 1099 Form and any other documents as listed as title requirements in
Schedule B-I of the Title Commitment to assure the conveyance of good and marketable fee simple
title of the Property to the PURCHASER
10. CLOSING COSTS, TAXES AND PRORATIONS.
PURCHASER agrees that it shall pay for all closing costs associated with the subject
transaction.
11. CLOSING DATE AND PLACE.
The Closing shall take place within thirty (30) days from the expiration of the Inspection
Period and at the law offices of Goren, Cherofi Doody & Ezrol, P.A located at 76 NE 5s' Avenue,
Delray Beach, Florida 33483.
12. DEFAULT.
In the event of a default by SELLER, PURCHASER shall have the right to enforce the terms
and conditions of this Agreement either through a decree for specific performance or injunctive
relief.
In the event of a default by PURCHASER„ SELLER shall have the right to enforce the terms
and conditions of this Agreement either through a decree for specific performance or injunctive
relief.
13. CONTINGENCIES. PURCHASER'S obligations under the Agreement are
contingent upon the following.
(a) That the PURCHASER is fully satisfied with its due diligence investigation conducted
during the Inspection Period.
(b) The conveyance of clear and marketable title to the Property.
(c) The Board of Commissioners of the Delray Beach Community Redevelopment Agency
authorizes the transaction in accordance with the terms and provisions set forth in this Agreement.
(d) The City Commission of the City of Delray Beach authorizes the transaction in
accordance with the terns and provisions set forth in this Agreement.
14. RIGHT TO REPURCHASE. As this Property will be subject to the provisions
of an Interlocal Agreement to be entered into contemporaneously by the PURCHASER, SELLER,
Page 8
EXHIBIT "D"
and the School District of Palm Beach County ( "DISTRICT "), SELLER expressly reserves the right
at its sole option and election, to repurchase the Property for the same Purchase Price as paid by
PURCHASER to SELLER hereunder, in the event the DISTRICT shall fail to construct and obtain a
certificate of occupancy for a single family residence within thirty six (36) months of the Closing
Date; subject, however, to extensions for delays attributable to force majeure as hereinafter provided.
Accordingly, prior to closing, PURCHASER and SELLER shall enter into a separate document
which is to be recorded in the Public Records of Palm Beach County, Florida, and provide for the
ability of the SELLER to repurchase the Properly for the same Purchase Price from the
PURCHASER. Notwithstanding the provisions of the immediately preceding sentences, the dates
provided above may be extended on a day for day basis for delays occasioned by acts of God,
catastrophe and inclement weather which is in excess of those days normally forecasted by the
National Weather Service for the given month in South Florida which interfere with construction,
unforeseen physical conditions on the site, unavailability or shortages of material or labor, labor
disputes, governmental approvals or restrictions and any appeals thereof, claims or lawsuits by any
third party (whether individual or otherwise) threatened or instituted to prevent the issuance of any
appro, als or permits, the commencement of construction or otherwise stop construction of the
dexelopment after commencement, or other matters beyond the reasonable control of PURCHASER
(collectively "Force Maj eure "). By the tenth (10) business day of each of month, PURCHASER shall
deliver or cause to be delivered to SELLER a list of the days during each proceeding month as to
which PURCHASER believes the Force Majeure provisions apply and the reasons therefore.
SELLER shall, within ten (10) business days after receipt of any such list provide notice to
PURCHASER as to whether SELLER disputes that any of the days set forth on that list would give
rise to an extension of time for PURCHASER's performance based on Force Majeure. Any days
claimed to be subject to the foregoing Farce Majeure provision by PURCHASER which are not so
disputed by SELLER within said time period shall be deemed approved by SELLER. In the event of
a dispute between SELLER and PURCHASER as to whether there has been a commencement of
construction as provided in this Section or whether a claim for delay is valid or otherwise in
connection with this Agreement and the transactions contemplated thereby shall be endeavored to be
resolved and settled by mediation using a mutually acceptable third party mediator. Such mediator
shall be appointed upon the written demand of either party. Upon such appointment, the mediation
shall be held within fifteen (15) days at a mutually agreeable site in Palm Beach County, Florida. The
fees and expenses of such mediator shall be born equally by the parties hereto. In the event of the
Page 9
EXHIBIT "D"
failure of the parties to settle the dispute by mediation, either party may bring the dispute for legal
redress before the City Court in and for Palm Beach County, Florida.
15. BROKER:
The parties each represent to the other that they have not dealt with any real estate broker,
real estate salesman or finder in conjunction with this transaction who is entitled to a fee or
brokerage commission in accordance with Florida law.
16. ENFORCEABILITY.
If any provision in this Agreement shall be held to be excessively broad, it shall be construed,
by limiting and reducing it to be enforceable to the extent compatible with applicable law. If any
provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or
unenforceable, such illegality or unenforceability shall not affect any other provision of this
Agreement.
17. NOTICE.
All written notices shall be deemed effective if sent to the following places:
SELLER. Delray Beach Community Redevelopment Agency
20 North Swinton Avenue
Delray Beach, Florida 33444
Attn: Diane Colons, Executive Director
With Copy to: David N. Tolces, Esquire
GOREN, CHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, #200
Fort Lauderdale, Florida. 33308
Tel: (954) 771- 4500/Fax: (954) 7714923
PURCHASER City of Delray Beach
100 N.W. 1 " Avenue
Delray Beach, Florida 334441533
Attn: Louie Chapman, Jr., City Manager
Tel: (561) 243 -7010
Fax: (561) 243
With a Copy to: Brian Shutt, City Attorney
200 N.W. 1 "Avenue
Delray Beach, Florida 33444
Tel: (561) 243 -7090
Fax: (561) 278 -4755
Page 10
EXHIBIT "D"
18. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Florida Venue shall be in the
Federal or State Courts in Palm Beach County, Florida.
14. ENTIRE AGREEMENT.
All prior understandings and agreements between SELLER and PURCHASER are merged in
this Agreement. This Agreement completely expresses their full agreement.
20. AMENDMENT.
No modification or amendment of this Agreement shall be of any force or effect unless in
writing and executed by both SELLER and PURCHASER
21. SUCCESSORS.
This Agreement shall apply to and bind the executors, administrators, successors and assigns
of SELLER and PURCHASER.
22. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall be taken
to be an original and all collectively deemed one instrument. The parties hereto agree that a facsimile
copy hereof and any signatures hereon shall be considered for all purposes as originals.
23. LITIGATION COSTS:
In connection with any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover from the non - prevailing party all costs and expenses incurred, including its
reasonable attorney's fees at all trial and appellate levels and post judgment proceedings.
(SIGNATURE PAGE TO FOLLOW)
Page 11
EXHIBIT "D"
W WITNESS WHEREOF, the parties have executed this Agreement as of the dates
indicated above:
Witnesses:
Print t Name:
Print Name:
ATTEST:
City Clerk
Approved as to Form:
City Attorney
SELLER.
Delray Beach Community Redevelopment
Agency
By: Howard Lewis, Chair
Signed on:
PURCHASER:
CITY OF DELRAY BEACH, FLORIDA
By:
Cary Glickstein, Mayor
Signed on:
HA GOV CLI6NTS0BCRA 655/060018 DBCRrV.AGMT 2013%Sale to City of Delmy Beach (Engle Nest 108 -110 NW 12 Ave).doc
Page 12
EXHIBIT "D"
PROPERTY CONTROL NUMBER, LOCATION AND LEGAL DESCRIPTION
(subject to verification by a survey to be obtained by Purchaser)
108 -110 NW 120' Avenue
PCN # 124346- 17-42- 002 -0021
Page 13
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UHS AGREEMENT is made and entered into as of this _ day of 2014
WITNESSETH
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1.3 Closing
D. The Closing Date shall occur ► or before thirty (30) days
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1.6 SELLER'S Address. Seller's mailing address is 20 N. Swinton Avenue,
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1.7 PURCHASER!S Address. Purchaser's mailing address is 100
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Avenue, Delray Beach, Florida 33444, with copy to Brian Shutt, City Attorney, 200 N.W. Is'
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2. PURCHASE PRICE.
Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to
2.1 The Purchase includes:
(a) All buildings and improvements located on the Property;
(b) All right-of-ways, alleys, waters, privileges, easements and
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Page 5
7. CO-TT--VrrIOTIS;rj?.0 CEDEnT TO-CLOSTIG.
Each of the following events or occurrences ("Conditions Precedents") shall be a condition
precedent to PURCHASEWS obligation to close this transaction:
Page 7
14. RIGHT TO REPURCHASE. As this Property will be subject to the provisions
of an Interlocal Agreement to be entered into contemporaneously 1 y the PURCHASEF, SELLEF,
Page 9
11
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real estate salesman or finder in conjunction with this transaction who is entitled to a fee or
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by limiting and reducing it, to be enforceable to the extent compatible with applicable law. If any
provision in this Agreement shall, notwithstanding the preceding sentence, be held illegal or
unenforceable, such illegality or unenforceability shall not affect any other provision of this
Agreement.
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SELLER: Delray Beach Community Redevelopment Agency-
2 orfli Swinton Avenue
Delray Beach, Florida 33444
Attn: Diane Colonna, Executive Director
With Copy to: David N. Tolces, Esquire
GOREN, CIHEROF, DOODY & EZROL, P.A.
3099 East Commercial Boulevard, 4200
Fort Lauderdale, Florida 33308
Tel: (954) 7714500/F ax: (954) 771-4923
With a Copy to: Terrill Pyburn, Interim City Attorney
200 N. W. 1St Avenue
Delray Beach, Florida 33444
Tel: (561) 243-7090
Fax: (561) 278-4755
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Page 11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dateit
City Clerk
Signed on: Q, 1 �,3 1 L ti
LO
Approved as to Form:
Signed on:
j.-'p),j,e4jj,Fity Attorney
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Page 13