Res 34-07
i
RESOLUTION N0.3407
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE. CITY TO PURCHASE FROM
PROPERTIES UNLIMITED GROUP INC. ("OWNER") 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 OWNER AND THE CITY OF DELRAY
BEACH, FLORIDA.
WHEREAS, the Ciry of Dekay Beach, Florida, wishes to acquire certain vacant property located at 144 SW
11~ Avenue to construct parking spaces for the Neighborhood Resource Center; and
WHEREAS, the Owner desires to sell the property hereinafter described to the City of Delray Beach,
Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property for the
purpose described above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the Ciry Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees to
purchase from the Owner, as Seller, land to construct parking spaces for the Neighborhood Resource Center, a
public purpose, for the purchase price of One Hundred Twenty Thousand Dollars ($120,000.00), and other good
and valuable consideration, said parcel being more particularly described as follows:
Lot 24, Block 6, ATLANTIC GARDENS, according to the plat thereof as recorded
in Plat Book 14, Page 63, 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 Owner are incorporated herein.
PASSED AND ADOPTED in regular session on the 15~ day of Mav, 2007.
~~ ~~
ATTEST: MAYO R
~~~ ~~
City Clerk
INTERLOCAL AGREEMENT BETWEEN THE CITY OF DELRAY BEACH AND THE
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
FOR FUNDING OF THE PURCHASE OF 144 S.W.11TH AVENUE BY THE CITY
. ~ ~ ~~ day of ~ 2007, by and
THIS AGREEMENT is made this ~,
between the CITY OF DELRAY BEACH, a Florida municipal corpora/tion, (hereinafter
referred to as "City"), and the DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENCY, a public body corporate and politic, duly created and operated pursuant to Chapter
163, Florida Statutes (hereinafter referred to as the "CRA").
WITNESSETH:
WHEREAS, the City wishes to purchase certain property located at 144 S.W. 11~'
Avenue (the "Property') in order to allow for the expansion of the Neighborhood Resource
Center and to further the objectives of the Southwest Neighborhood Plan; and
WHEREAS, the CRA will provide funding for the purchase of the property located at
144 S.W. 11"' Avenue in the amount of $120,000.00 plus certain closing costs.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. Recitations: The recitations set forth above are hereby incorporated herein.
2. Duties and Responsibilities: The City shall purchase the property located at
144 S.W. 11~' Avenue from its current owner for the purchase price of $120,000.00 within 120
days of the execution of this Agreement. The CRA shall, either pay the purchase price and
closing costs directly to the seller at closing, or if the City pays the purchase price and closing
costs, then within 30 days of the closing of the purchase of the property, reimburse the City for
the costs incurred by the City. The CIZA shall not have a duty to pay any costs if the City does
not purchase the property.
3. Term: The term of this Agreement shall commence upon execution by both
parties and shall continue until the purchase of the property has been completed and the CRA
has paid the required funds for the purchase of the property.
4. ,F~1'~m :This Interlocal Agreement shall be filed pursuant to the requirements of
Section 163.01(11) of the Florida Statutes.
5. Entire Agreement: No prior or present agreements or representations with regard
to any subject matter contained within this Agreement shall be binding on any party unless
included expressly in this Agreement. Any modification to this Agreement shall be in writing
and executed by the parties.
6. Severability: The validity of any portion, article, paragraph, provision, clause, or
any portion thereof of this Agreement shall have no force and effect upon the validity of any
other part of portion hereof.
7. Governins Laws; Venue: This Agreement shall be governed by and in
accordance with the Laws of Florida. The venue for any action arising from this Agreement
shall be in Palm Beach County, Florida.
8. Assignability: The City may assign or transfer rights or interest in this
Agreement.
9. Validity of Agreement: This Agreement shall not be valid until signed by the
Mayor and the City Clerk.
ATTEST: CITY OF DELRAY BEACH, FLORIDA
2
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City Clerk. ~ "'
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Appr~ve~ as to" Firm:
~., ,,City Attorney ~, ~°~~>g~ y= ~ .
A ST:
I
Pnnt Name: ,~ ~' -XJ~~~~
STATE OF FLORIDA
COUNTY OF PALM BEACH
Rita Ellis, Mayor
COMMUNITY REDEVELOPMENT AGENCY
By:
Print Name: ~ t ,C." ~+- T
The foregoing instrument was acknowledged before me this !a 1~day of /~P.u c. ,
2007, by -~~a~/k /,[/j~tgf as ~^~~-,g,,t ,~,~~ (name of officer or
agent, title of officer or agent), of ; ~i t nr~ ~ €A~it r ~ ~ (name of corporation
acknowledging), a ~Lpti~~~ (state or place of incorporation) corporation, on behalf of the
corporation. He/She is personally known to me or has produced
(type of identification) as identification.
No ublic -State of rids
~d'Y°°¢~, JEAN MOOREF[ELD
~ ~~ MY COMMISSION ~ DD443456
~~Di spa EXPIRES: June 22, 2009
(AO?) 398-0153 Florida Notary Service.com
MEMORANDUM
TO: MAYOR AND CITY COMMISSIONERS
~-:> ~_
FROM: BRIAN SHUTT, ASST. CITY ATTORNEY
THROUGH: CITY ATTORNEY ~~
DATE: May 8, 2007
SUBJECT: AGENDA ITEM # ~ O . ~ -REGULAR MEETING OF MAY 15.2007
INTERLOCAL AGREEMENT WITH THE CRA
ITEM BEFORE COMMISSION
The attached interlocal agreement between the City and the Community Redevelopment Agency
provides that the CRA shall fund the City purchase of the vacant property located at 144 SW l lt''
Avenue in the amount of $120,000.00. The property will be used as additional parking area for the
Neighborhood Resource Center.
BACKGROUND
The CRA has already approved this Agreement.
FUNDING SOURCE
N/A
RECOMMENDATION
Approval
INTERLOCAL AGREEMENT BETWEEN THE CITY OF DELRAY BEACH AND THE
DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY
FOR FUNDING OF THE PURCHASE OF 144 S.W. 11TH AVENUE BY THE CITY
THIS AGREEMENT is made this
day of , 2007, by and
between the CITY OF DELRAY BEACH, a Florida municipal corporation, (hereinafter
referred to as "City"), and the DELRAY BEACH COMMUNITY REDEVELOPMENT
AGENCY, a public body corporate and politic, duly created and operated pursuant to Chapter
163, Florida Statutes (hereinafter referred to as the "CRA")
WITNESSETH:
WHEREAS, the City wishes to purchase certain property located at 144 S.W. 11tH
Avenue (the "Property') in order to allow for the expansion of the Neighborhood Resource
Center and will be used to further the objectives of the Southwest Neighborhood Plan; and
WHEREAS, the CRA will provide funding for the purchase of the property located at
144 S.W. 11th Avenue in the amount of $120,000.00 plus certain closing costs.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereby agree as follows:
1. Recitations: The recitations set forth above are hereby incorporated herein.
2. Duties and Responsibilities: The City shall purchase the property located at
144 S.W. 11th Avenue from its current owner for the purchase price of $120,000.00 within 120
days of the execution of this Agreement. The CRA shall, either pay the purchase price and
closing costs directly to the seller at closing, or if the City pays the purchase price and closing
costs, then within 30 days of the closing of the purchase of the property, reimburse the City for
the costs incurred by the City. The CRA shall not have a duty to pay any costs if the City does
not purchase the property.
3. Term: The term of this Agreement shall commence upon execution by both
parties and shall continue until the purchase of the property has been completed and the CIZA
has paid the required funds for the purchase of the property.
4. Filing: This Interlocal Agreement shall be filed pursuant to the requirements of
Section 163.01(11) of the Florida Statutes.
5. Entire Agreement: No prior or present agreements or representations with regard
to any subject matter contained within this Agreement shall be binding on any party unless
included expressly in this Agreement. Any modification to this Agreement shall be in writing
and executed by the parties.
6. Severability: The validity of any portion, article, paragraph, provision, clause, or
any portion thereof of this Agreement shall have no force and effect upon the validity of any
other part of portion hereof.
7. Governing Laws; Venue: This Agreement shall be governed by and in
accordance with the Laws of Florida. The venue for any action arising from this Agreement
shall be in Palm Beach County, Florida.
8. Assignability: The City may assign or transfer rights or interest in this
Agreement.
9. Validity of Agreement: This Agreement shall not be valid until signed by the
Mayor and the City Clerk.
ATTEST: CITY OF DELRAY BEACH, FLORIDA
2
By:
City Clerk Rita Ellis, Mayor
Approved as to Form:
City Attorney
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
By:
Print Name: Print Name:
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this day of ,
2007, by as (name of officer or
agent, title of officer or agent), of (name of corporation
acknowledging), a (state or place of incorporation) corporation, on behalf of the
corporation. He/She is personally known to me or has produced
(type of identification) as identification.
Notary Public -State of Florida
3
r
MEMORANDUM
TO: MAYOR AND CITY COMMISSIONERS
~-~-~ ~~
FROM: BRIAN SHUTT, A5ST. CITY ATTORNEY
THROUGH: CITY ATTORNEY
DATE: MAY 7, 2007
SUBJECT: AGENDA ITEM # l U • .L1 -REGULAR MEETING OF r
PURCHASE OF VACANT PROPERTY -144 SW 11~VENUE
ITEM BEFORE COMMISSION
This property shall be used for the construction of parking spaces for the Neighborhood Resource
Center.
BACKGROUND
The City will enter into an interlocal agreement with the CRA to provide that the CRA will fund
this purchase.
FUNDING SOURCE
The Community Redevelopment Agency will by funding the purchase.
RECOMMENDATION
Approval of Resolution 34-07
RESOLUTION NO.34-07
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO
PURCHASE FROM PROPERTIES UNLIMITED GROUP INC.
("OWNER") 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
OWNER AND THE CITY OF DELRAY BEACH, FLORIDA.
WHEREAS, the City of Delray Beach, Florida, wishes to acquire certain vacant property located at
144 SW 1 lth Avenue to construct parking spaces for the Neighborhood Resource Center; and
WHEREAS, the Owner desires to sell the property hereinafter described to the City of Delray
Beach, Florida; and
WHEREAS, it is in the best interest of the City of Delray Beach, Florida, to purchase said property
for the purpose described above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida, as Buyer, hereby agrees
to purchase from the Owner, as Seller, land to construct parking spaces for the Neighborhood Resource
Center, a public purpose, for the purchase price of One Hundred Twenty Thousand Dollars ($120,000.00),
and other good and valuable consideration, said parcel being more particularly described as follows:
Lot 24, Block 6, ATLANTIC GARDENS, according to the plat thereof as
recorded in Plat Book 14, Page 63, 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 Owner are incorporated herein.
PASSED AND ADOPTED in regular session on the day of , 2007.
ATTEST:
MAYOR
City Clerk
PARTIES AND DESCRIPTION OF PROPERTY
1. SALE AND PURCHASE: PROPLRTIE3 UNLIMITED CiROUP INC ("Seller'')
and cxTx of DELRAY BEACH ("Buye~'~ agree to sell and buy on the terms and conditions specified below the
property ("Property") described as:
AC~dreSS: 144 SW 11TH. AV8 DELRAY BEACH FL 33444
Legal Description: ATLANT=c C3ARDEN3 DELRAY LT 24 BLK 6
12-43-46-17-23-006-0240
including all improvements and the following additional property:
PRICE AND FINANCING
2. PURCHASE PRICE: S 120, o00 . oo payable by Buyer in U:S. funds as follows:
(a) Slo. oo Deposit received (checks are subject to clearance) June 1, 2007 by
for ("Escrow Agent")
Signature Name o(Company
(b) S Additional deposit to be delivered to Escrow Agent by
or days from Effective Date (10 days if left blank).
(c) N/A Total financing (see Paragraph 3 below) (express as a dollar amount or percentage)
(d) $ Other:
(e) $ 119.990.00 Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds
paid at closing must be paid by locally drawn cashier's check, official check or wired funds.
^ (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price) The unit
used to determine the purchase price is ^ lot ^ acre ^ square foot ^ other (specify:
prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of
total area of the Property as certified to Buyer and Seller by aFlorida-licensed surveyor in accordance with Paragraph
8(c) of this Contract. The following rights of way and other areas will be excluded from the calculation:
3. CASH/FINANCING: (Check as applicable) ^ (a) Buyer will pay cash for the Property with no financing contingency.
^ (b) This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below (the
"Financing") within days from Effective Date (if left blank then Closing Date or 30 days from Effective Date, whichever
occurs first) (the "Financing Period"). Buyer will apply for Financing within days from Effective Date (5 days if left blank)
and will timely provide any and all credit, employment, financial and other information required by the lender. If Buyer, after
using diligence and good faith, cannot obtain the Financing within the Financing Period, either party may cancel this Contract
and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties.
^ (1) New Financing: Buyer will secure a commitment for new third party financing for $ or
of the purchase price at the prevailing interest rate and loan costs based on Buyer's creditworthiness. Buyer
will keep Seller and Broker fully informed of the loan application status and progress and authorizes the lender or
mortgage broker to disclose all such information to Seller and Broker.
0 (2) Seller Financing: Buyer will execute a ^ first ^ second purchase money note and mortgage to Seller in the
amount of $ ,bearing annual interest at % and payable as follows:
The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally
accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the
mortgagee's option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any
time(s) with interest only to date of payment; will be due on conveyance or sale; will provide for release of contiguous
Buyer ( _) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.
parcels, if applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named
insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine
creditworthiness for the financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or
not Seller will make the loan.
^ (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to
LN#
_ in the approximate amount of $ currently payable at
per month including principal, interest, ^ taxes and insurance and having a ^ fixed ^ other
(describe)
interest rate of % which ^ will ^ will not escalate upon assumption. Any variance in the mortgage will be
adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow
account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the
assumption/transfer fee exceeds $ ,either party may elect to pay the excess, failing which this
agreement will terminate and Buyer's deposit(s) will be returned.
CLOSING
4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before
duly 2a~. ,_ 2oov ,_unless extended by other provisions of this Contract. If on Closing Date insurance
underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this
transaction does not close for any reason, Buyer will immediately return all Seller-provided title evidence, surveys,
association documents and other items.
5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located and may be conducted
by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and
recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller (in local cashier's checks if Seller
requests in writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In addition to other expenses
provided in this Contract, Seller and Buyer will pay the costs indicated below.
(a) Seller Costs: Seller will pay taxes on the deed and recording fees for documents needed to cure title; title evidence (if
applicable under Paragraph 8); Other: documentary stamps
(b) Buyer Costs: Buyer will pay recording fees on the deed
and financing statements; loan expenses; lender's title policy at the simultaneous issue rate; inspections; survey and
sketch; insurance; Other:
(c) Title Evidence and Insurance: Check (1) or (2):
(1) The title evidence will be a Paragraph 8(a)(1) owner's title insurance commitment. ^ Seller Buyer will select
the title agent. ^ Seller "Buyer will pay for the owner's title policy, search, examination and related charges. Each
party will pay its own closing fees.
^ (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. ^ Seller ^ Buyer will pay for
the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing, including tax
search and lien search fees, and Buyer will pay fees for title searches after closing (if any), title examination fees and
closing fees.
(d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes,
interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current
year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX
DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE
AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO
PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE
PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING
VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION.
(e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i)
the full amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of
the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before
closing, and Buyer will pay all other amounts.
(f) Tax Withholding: If Seller is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code
requires Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the
Internal Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with an
affidavit that Seller is not a "foreign person", (2) Seller provides Buyer with a Withholding Certificate providing for reduced or
eliminated withholding, or (3) the gross sales price is $300,000 or less, Buyer is an individual who purchases the Property to
use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50% of
the number of days the Property is in use during each of the first two 12 month periods after transfer. The IRS requires Buyer
and Seller to have a U.S. federal taxpayer identification number ('TIN"). Buyer and Seller agree to execute and deliver as
directed any instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying
for a TIN within 3 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent.
Buyer { ) ( )and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.
If~Seller applies for a withholding certificate but the application is still pending as of closing, Buyer will place the 10% tax in
escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS, provided Seller so requests
and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at
closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the
requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts.
(g) 1031 Exchange: If either Seller or Buyer wishes to enter into alike-kind exchange (either simultaneously with closing or
after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate in all reasonable respects
to effectuate the Exchange including executing documents; provided, however, that the cooperating party will incur no liability
or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange.
PROPERTY CONDITION
6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions
resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and
grounds in a comparable condition and will not engage in or permit any activity that would material-y alter the Property's
condition without the Buyer's prior written consent.
(a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which
flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and
rebuilding in the event of casualty.
(b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which
affect Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study
Period has expired or if Buyer has checked choice (c)(2) below.
(c) Inspections: (check (1) or (2) below)
(1) Feasibility Study: Buyer will, at Buyer's expense and within z0 days from Effective Date ("Feasibility Study
Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for
use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental
assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to
determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and
zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other
utilities; consistency with local, state and regional growth management plans; availability of permits, government
approvals, and licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability
for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate
government agencies. Seller will sign all documents Buyer is required to file in connection with development or
rezoning approvals.
Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility
Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and
assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless
from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, expenses and liability
incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of
any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a
construction lien being filed against the Property without Seller's prior written consent. If this transaction does not
close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and
return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports
and other work generated as a result of the Inspections.
Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's
determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement
will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property
is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed
terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow
Agent receives proper authorization from all interested parties.
^ (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being
satisfied that either public sewerage and water are available to the Property or the Property will be approved for the
installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations
and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental
conditions, are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations.
(d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any
contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots,
parcels, units, or interests; or (b} Any land, whether contiguous or not, which is divided or proposed to be divided into
50 or more lots, parcels, units, or interests which are offered as a part of a common promotional plan.", Buyer may
cancel this Contract for any reason whatsoever for a period of 7 business days from the date on which Buyer executes
this Contract. If Buyer elects to cancel within the period provided, all funds or other property paid by Buyer will be
refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation by the developer.
7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing,
or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings,
Buyer ( ) (_) and Seller ( ) (_) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract
by written notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in
accordance with this Contract and receive all payments made by the government authority or insurance company, if any.
TITLE
8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative
or guardian deed as appropriate to Seller's status.
(a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in
accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of
which prevent Buyer's intended use of the Property as VACANT LAxa :_covenants, easements and
restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and mineral rights of record if
there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at
or before closing. Seller will deliver to Buyer Seller's choice of one of the following types of title evidence,
which must be generally accepted in the county where the Property is located (specify in Paragraph 5(c) the selected
type). Seller will use option (1) in Palm Beach County and option (2) in Miami-Dade County.
(1)A title insurance commitment issued by aFlorida-licensed title insurer in the amount of the purchase price and
subject only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date.
(2)An existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be
certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the
Property recorded in the public records of the county where the Property is located and certified to Effective Date.
However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as
a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format
acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent,
together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to
Seller then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date.
(b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt
of title evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from
receipt of Buyer's notice of defects ("Curative Period") to cure the defects at Seller's expense. If Seller cures the
defects within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on
Closing Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to
cure the defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from
receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close the transaction.
(c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written
notice to Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on
the Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any
such encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations
will be determined in accordance with subparagraph (b) above. If any part of the Property lies seaward of the coastal
construction control line, Seller will provide Buyer with an affidavit or survey as required by law delineating the line's
location on the properly, unless Buyer waives this requirement in writing.
MISCELLANEOUS
9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on which the last of the parties initials or
signs the latest offer. Time is of the essence for all provisions of this Contract. All time periods expressed as days will
be computed in business days (a "business day" is every calendar day except Saturday, Sunday and national legal
holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business
day. All time periods will end at 5:00 p.m. local time (meaning in the county where the Property is located) of the
appropriate day.
10. NOTICES: All notices will be made to the parties and Broker by mail, personal delivery or electronic media. Buyer's
failure to deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies
will render that contingency null and void and the Contract will be construed as if the contingency did not exist. Any
notice, document or item given to or received by an attorney or Broker (including a transaction broker) representing a
party will be as effective as if given to or by that party.
11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Except for brokerage
agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract.
Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound.
This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications
communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or
typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or
becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence
and good faith in performing all obligations under this Agreement. This Contract will not be recorded in any public records.
12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms
"Buyer," "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors,
personal representatives and assigns (if permitted) of Buyer, Seller and Broker.
Buyer ( ) (_) and Seller ( ) (_) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.
' DEFAULT AND DISPUTE RESOLUTION
13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort,
Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without
waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for
the full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including
timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated
damages or to seek specific performance as per Paragraph 14; and Broker will, upon demand, receive 50% of all deposits
paid and agreed to be paid (to be split equally among cooperating brokers except when closing does not occur due to Buyer
not being able to secure Financing after providing a Commitment, in which case Broker's portion of the deposits will go solely
to the listing broker) up to the full amount of the brokerage fee.
14. DISPUTE RESOLUTION: This Contract will be construed under Florida law and venue shall be in Palm Beach Couniv. All
~'
~~
ESCROW AGENT AND BROKER
15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in
escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of
this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for
misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this
Contract or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the
filing fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the
escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. All claims
against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate.
16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations
that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts,
determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, etc.)
and for tax, property condition, environmental and other specialized advice. Buyer acknowledges that Broker does not
reside in the Property and that all representations (oral, written or otherwise) by Broker are based on Seller
representations or public records. Buyer agrees to rely solely on Seller, professional inspectors and governmental
agencies for verification of the Property condition and facts that materially affect Property value. Buyer and Seller
respectively will pay all costs and expenses, including reasonable attorneys' fees at all levels, incurred by Broker and
Broker's officers, directors, agents and employees in connection with or arising from Buyer's or Seller's misstatement or
failure to perform contractual obligations. Buyer and Seller hold harmless and release Broker and Broker's officers,
directors, agents and employees from all liability for loss or damage based on (1) Buyer's or Seller's misstatement or
failure to perform contractual obligations; (2) Broker's performance, at Buyer's and/or Seller's request, of any task
beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, recommendation or
retention of any vendor; (3) products or services provided by any vendor; and (4) expenses incurred by any vendor. Buyer
and Seller each assume full responsibility for selecting and compensating their respective vendors. This paragraph will not
relieve Broker of statutory obligations. For purposes of this paragraph, Broker will be treated as a party to this Contract.
This paragraph will survive closing.
Buyer ( ) (_) and Seller ( ) )acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.
Selling Sales Associate2icense No. Selling Firm/Brokerage Fee: ($ or % of Purchase Price)
Lis6ngSalesAssociatei(.icenseNo. Listing Firm/Brokerage fee: ($ or % of Purchase Price)
ADDITIONAL TERMS
18. ADDITIONAL TERMS:
Buyer ( ) (_) and Seller (_) ( )acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.
This is intended to be a legally binding contract. If not fully understood, seek the advice of an attorney prior to signing.
OFFER AND ACCEPTANCE
(Check if applicable: ^ Buyer received a written real property disclosure statement from Seller before making this Offer.)
Buyer offers to purchase the Property on the above terms and conditions. ,
~. ' i• ~3 rd
Date: Buyer:
Date: .
Phone:
Fax:
E-mail:
Date:
Date:
Phone:
Fax:
E-mail:
Print name:
Buyer: _
Print name:
Address:
Seller:
Print name:
Seller:
Print name:
Address:
Buyer ( )( )and Seller ( )( )acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.
The Florida Assodation of xa. Tals and local Board/Assoaation of aFxTOas make no representation as to the legal validity or adequacy of any provision of this form in any spedfic
transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry
and is not intended to identify the user as a Realtor Realtor is a registered collective membership mark that may be used only by real estate licensees who art; members of the
National Association of aeuroRS and who subscribe to its Code of Ethics.
CC ~ ~-~~~ lc+C~
www.bocanews.com • Boca Raton/Delray Beach News -Tuesday-Wednesday, May 8-9, 2007
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nNnouwce~ner~rs
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NOTICE OF INTENT
TO ACQUIRE REAL PROPERTY
NOTICE IS HEREBY GIVEN, that then
City of Delray Beach, Florida, has deg,
termined it to be in the best interest of
the City to purchase certain real prop-I
edy for munidpal purposes, more par-
ticularlydescribed as follows. I~
Lat 24, 81ack 6, ATLANTIC GAR-
DENS, according to the plat thereof a
recorded in Plat Book t4, Page 63, o~
the Public Records of Palm Beach
County, Florida.
The purchase is for One Hundred
Twenty Thousand Dollars iU5
$120,000.00) and is subject to the
terms and conditions of the contract'
on file with the City Clerk. A Resolu~i
Lion of the City Commission of the City]
of Delray Beach, Florida, authonzino~
the purchase of propedy and incorpv--~'.
rating the terms and conditions ot~
such purchase will be considered foal
adoption by the City Commission at a,
regular meeting to be held on Tues'
day, May 16, 2007 (or at any cnntinui
anon of such meeting which is set byl
the Commission) at 7:00 p.m. in the
Commission Chambers aI City Hall,~'~
100 N.W. isl Avenue, Delray Beach;
Florida.
CITY OF DELRAY BEACH, FLORIDA;
Chevelle D. Nubm. CMC
City Clerk',
I
PUBUSH~.May 3 & 8, 2007
Boca '3atonlDelray Beach New<
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