Res 40-99RESOLUTION NO. 40-99
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE CITY TO PURCHASE AND SELL
CERTAIN REAL PROPERTY IN THE CITY OF DELRAY BEACH, WHICH
PROPERTY IS LOCATED ON THE WEST SIDE OF N.W. 3RD AVENUE, AS
MORE PARTICULARLY DESCRIBRF HEREIN, HEREBY INCORPORATING THE
CONDITIONS AND TERMS OF TWO CONTRACTS FOR SALE AND PURCHASE
BETWEEN THE CITY OF DELRAY BEACH, THE COMMUNITY
REDEVELOPMENT AGENCY AND THE HOUSE OF GOD CHURCH; AND
PROVIDING FOR PUBLIC NOTICE AND A PUBIC HEA/{ING.
%gTHEREA-S, the City of Delray Beach, Florida, desires to acquire certain
property within Block 36 for the purposes of constructing new tennis courts; and
%g~rlEREAS, the City of Delray Beach desires to acquire Lots 15 and 16 of
Block 35 from the Community Redevelopment Agency (CRA) and transfer Lots 15 and 16
to the House of God Church (the Church); and
1%7HEI~, the House of God Church desires to transfer Lots 11, 12 and 13
of Block 36 to the City; and
%$qqEl~mA$, the City desires to retain the east 20 feet of Lots 11 and 12
for the construction of additional tennis courts; and
~HEI%EAS, the City desires to transfer to the CRA the remaining portion
of Lots 11 and 12 and all of Lot 13 on Block 36; and
~VHEREA$, the CRA desires to transfer to the City the east 20 feet of
Lot 1, less the south eight feet thereof and the east 20 feet of Lots 2 through 10,
inclusive, on Block 36; and
%gTHEi~_~%S, it is in the best interests of the City to purchase and to
sell the property described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA~ AS FOLLOWS:
.~ecfionl. That the City Commission of the City of Delray Beach, Florida,
hereby agrees to enter into the contract with the House of God Church in order to
acquire Lots 11, 12 and 13 of Block 36, Revised Plat of Block 36, Town of Delray
Beach, as recorded in Plat Book 5, Page 38 of the Public Records of Palm Beach
County, Florida.
Sec~on2. That the City Commission of the City of Delray Beach, Florida,
agrees to enter into the contract with the Church, as referenced in Section 1 in
order to transfer to the Church Lots 15 and 16 of Block 36, as recorded in Plat
Book 1, Page 4 of the Public Records of Palm Beach County, Florida.
Section 3. That the City Commission agrees to enter into a contract
with the CRA, to be closed concurrently with the City's contract with the Church,
in which the City shall convey all of Lots 11, 12 and 13 of Block 36, less the east
20 feet of Lots 11 and 12, Revised Plat of Block 36, Town of Delray, as recorded in
Plat Book 5, Page 38 of the Public Records of Palm Beach County, Florida.
Section 4. The City Commission of the City of Delray Beach agrees to
enter into the contract referenced in Section 3 above, for the additional purpose
of transferring property from the CRA to the City, to-wit: the east 20 feet of Lot
1, less the south eight feet thereof, and the east 20 feet of Lots 2 through 10,
inclusive, all as shown on the Revised Plat of Block 36, Town of Delray, as
recorded in Plat Book 5, Page 38 of the Public Records of Palm Beach County,
Florida, and Lots 15 and 16, Block 35, Town of Delray, as recorded in Plat Book 1,
Page 4 of the Public Records of Palm Beach County, Florida.
Section 5. That the terms and conditions contained in the two
aforementioned contracts and addendum or exhibits thereto for the acquisition and
purchase of the real property described above are hereby incorporated herein and
can be reviewed in the office of the City Clerk, 100 N.W. 1st Avenue, Delray Beach,
Florida.
Section 6. This resolution shall constitute the notice of sale
exchange of real property pursuant to the City Ordinance Section 36.35 and
Notice of Acquisition of Real Property pursuant to City Ordinance Section 36.04.
or
the
Section 7. A public hearing shall be held on July 6, 1999, at 7:00
p.m. at the City Commission Chambers, 100 N.W. 1St Avenue, Delray Beach, Florida.
1999.
PASSED AND ADOPTED in regular session on this the 6th day of July,
ATTEST:
Cit9 C'leJ~ - -~ !
-2- Res. No. 40-99
'I:ITY OF DELRrlY BEI:I[H
CITY ATTORNEY'S OFFICE
Pe~Lroa~
DATE:
~993 FROM:
Jtme 16, 1999
200 NW 1st AVENUE · DELRAY BEACH, FLORIDA 33444
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
MEMORANDUM
City Commission
Susan A. Ruby, City Attorney
SUBJECT: Contract Between City and CRA and Contract Between City and House of God
- Agenda Item
The contract between the House of God Church and the City provides that the City will pay
the Church $65,100.00 for Lots 11, 12, and 13 of Block 36, costs of survey and Title
insurance and waive development fees for a church to be built on Lots 15 and 16 on Block
35. The CRA shall transfer Lots 15 and 16 to the City, who in turn will transfer 15 and 16
to the Church for the construction of a new church. The City will pay all costs of surveys
and title work and any other cost of closing.
The contract between the City and the CRA provides that the CRA shall pay to the City
$10,597.00 and transfer Lots 15 and 16 to the City (the City will convey 15 and 16 to the
Church). The City will convey all of Lots 11 and 12, except the east 20 feet and all of Lot
13 on Block 36 to the CRA. The CRA will convey the east 20 feet of Lot 1, except for the
south eight feet and the east 20 feet of Lots 2-10, inclusive. The City will pay for demolition
of the existing church on Lots 11, 12 and 13. The CRA's contract has a buyback provision,
if the City determines later that the east 20 feet is not needed, at $6.19 per sq. ft. The CRA
will pay all survey costs and all doc stamps, if required. The CRA will pay for title work on
the property to be conveyed to the City. The City will pay for title work ~on property
conveyed to the CRA.
If approved by the Commission and the other parties, the closing on both contracts will occur
simultaneously on or before fifteen (15) days after execution, and no later than July 31, 1999.
However, we are hoping to close earlier, if possible. A map is attached for your reference.
By copy of this memorandm to David Harden, City Manager, our office requests that the
Resolution and the two contracts be placed on the City Commission agenda for July 6, 1999
for consideration and an advertised public hearing.
SAR:ci ~
Attachmentg-~
cc: David Harden, City Manager
Alison Harty, City Clerk
Chris Brown, Director, CRA
Reverend Taylor
Bishop Elliott
CONTRACT FOR SALE AND EXCHANGE OF REAL PROPERTY
The CITY OF DELRAY BEACH, a Florida municipal corporation (City) and the
COMMUNITY REDEVELOPMENT AGENCY OF DELRAY BEACH (CRA), hereby
agree to the sale and exchange of real property upon the following terms and conditions,
including the Standards for Real Estate Transactions and addenda and exhibits hereto:
I. CONVEYANCE BY CITY:
A. The City shall convey to the CRA the following property by special warranty
deed: All of Lots 11, 12 and 13 of Block 36, less the east 20 feet of Lots 11 and 12, Revised
Plat of Block 36, Town of Delray as recorded in Plat Book 5, Page 38 of the Public Records
of Palm Beach County, Florida, subject to encroachments of existing building to be
demolished by the City subject to paragraph VI.
CONVEYANCE BY CRA:
B. In exchange for the property described above and in addition to the
consideration provided in II below, the CRA shall convey to the City the east 20 feet of Lot
1, less the south eight feet thereof, and the east 20 feet of Lots 2 through 10 inclusive, all as
shown on the Revised Plat of Block 36, Town of Delray as recorded in Plat Book 5, Page 38
of the Public Records of Palm Beach County, Florida, and Lots 15 and 16, Block 35, Town of
Delray as recorded in Plat Book 1, page 4 of the Public Records of Palm Beach County,
Florida.
II. PURCHASE PRICE: The CRA shall pay to the City $10,597.00 upon closing.
III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: If this offer is not executed by
and delivered to all parties or fact of execution communicated in writing between the parties
on or before July 12, 1999, the offer will, at the City's or CRA's option, be withdrawn. The
date of this contract ("Effective Date') will be the date when the last one of the CRA or City
has signed this offer.
IV. TITLE EVIDENCE: At least seven (7) days before the closing date, the City, at the
City's expense, shall obtain a title insurance commitment on Lots 11, 12 and 13 of Block 36,
as described in I.A. above. The CRA shall obtain, at the CRA'S expense, a title commitment
as to the portion of the property to be conveyed by the CRA to the CITY as further described
in I.B. above.
V. CLOSING DATE; CLOSING PLACE: This transaction is contingent upon the
closing of the property referenced in Exhibit A and shall be closed and the deeds and other
papers delivered on or before fifteen (15) days after execution of the contract but no later than
July 31, 1999, unless extended by other provisions of the contract. The closing shall occur
simultaneously with the closing of the property referenced in the contract attached hereto as
Exhibit A. (Church of God contract with City).
VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: The City and the CRA shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority; restrictions and matters appearing on the plat or otherwise common to
the subdivision; public utility easements of record and prorated taxes for year of closing and
subsequent years; if any.
VII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
VIII. RECONVEYANCE: If the City decides that it does not need the East 20 feet of Lots
1 through 13 or any part thereof, the CRA shall buy back the land not needed by the City for
the price of $6.19 per square foot.
IX. DEMOLITION: The City shall have the right of ingress and egress over Lots 11, 12
and 13 of Block 36, Town of Delray as recorded in Plat Book 5, Page 38 of the Public
Records of Palm Beach County, Florida, before or after closing, for the purpose of
demolishing the buildings and structures situated thereon. The City shall demolish the
building and structures at its own expense. This paragraph and paragraph VIII shall survive
the closing on the property.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida licensed
title insurer agreeing to issue to City, upon recording of the deed to City and agreeing to issue
to the CRA upon recording of the deed to the CRA, an owner's policy of title insurance in
the amount of the purchase price, insuring City's title to real property the City is to receive
under this agreement and ensuring title to real property the CRA is to receive under this
agreement. The CRA shall pay for the title insurance on the property to be conveyed by the
City to the CRA and the City shall pay for the title insurance on the property to be conveyed
to the City by the CRA. All title insurance shall be subject only to liens, encumbrances,
exceptions or qualification set forth in this agreement and those which shall be discharged at or
before closing. CRA and City shall convey a marketable title subject only to liens,
encumbrances, exceptions or qualifications set forth in this agreement and those which shall be
discharged at or before closing. Marketable title shall be determined according to applicable
title standards adopted by authority of The Florida Bar and in accordance with law. If title is
found defective, each party shall notify the other in writing specifying defect(s). If the
defect(s) render title unmarketable to any property being conveyed hereunder, the party who
owns the property shall have sixty (60) days from receipt of notice within which to remove the
2
defect(s), failing which the other party shall have the option of either accepting the title as it
then is or cancelling the contract; thereupon each party shall release one another of all further
obligations under the agreement. If title is found unmarketable the responsible party shall, use
diligent effort to correct defect(s) in title within the time provided therefor, including the
bringing of necessary suits.
B. Survey: The CRA, at CRA's expense, within time allowed to deliver evidence
of title and to examine same, shall have the real property it is to receive and the real property
it is to convey, surveyed and certified by a registered Florida surveyor. The property the City
is to receive shall be certified to the CRA and the City. If survey shows encroachment on real
property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental
regulation, the same shall constitute a title defect.
C. Ingress and Egress: City and CRA warrant and represent that there is ingress
and egress to the real property being exchanged sufficient for the intended use as described
herein, title to which is in accordance with Standard A.
exchanged.
Leases: The CRA and City warrant there are no leases on the property being
E. Liens: Each party shall furnish to each other at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to either party and further attesting that there have
been no improvements or repairs to property for ninety (90) days immediately preceding date
of closing. If property has been improved, or repaired within that time, the owner of property
to be conveyed shall deliver releases or waivers of mechanics' liens executed by all general
contractors, subcontractors, suppliers, and materialmen in addition to owner's lien affidavit
setting forth the names of all such general contractors, subcontractors, suppliers and
materialmen and further affirming that all charges for improvements or repairs which could
serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at
closing.
F. Place of Closing: Closing shall be held in the county where real property is
located, at the office of the attorney or other closing agent designated by City.
G. Time: Time is of the essence of this agreement. Time periods herein of less
than six (6) days shall in the computation exclude Saturdays, Sundays and state or national
legal holidays, and any time period provided for herein which shall end on Saturday, Sunday
or legal holiday shall extend to 5:00 p.m. of the next business day.
H. Documents for Closing: Each party shall furnish to each other, bill of sale,
mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and
3
corrective instruments. City shall furnish the closing statement(s). CRA shall prepare and
furnish all deeds at its own expense and shall bear the costs of recording the same.
applicable.
of law.
Expenses: Documentary stamps on any or all deeds shall be paid by CRA, if
The CRA recognizes that the City cannot pay the documentary stamps as a matter
J. Prorations; credits: Taxes, assessments, rent, interest, insurance and other
expenses and revenue of property shall be prorated through day before closing. Cash at
closing shall be increased or decreased as may be required by prorations. Prorations will be
made through day prior to occupancy if occupancy occurs before closing. Taxes shall be
prorated based on the current year's tax with due allowance made for maximum allowable
discount, homestead and other exemptions. If closing occurs at a date when the current year's
milage is not fLxed, and current year's assessments is available, taxes will be prorated based
upon such assessment and the prior year's milage. If current year's assessment is not
available, then taxes will be prorated on the prior year's tax. If there are completed
improvements on real property by January 1st of year of closing which improvements were not
in existence on January 1st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing
which, request will be made to the County Property Appraiser for an informal assessment
taking into consideration available exemptions. Any tax proration based on an estimate may,
at request of either the City or the CRA, be subsequently readjusted upon receipt of tax bill on
condition that a statement to that effect is in the closing statement. If the CRA is required to
pay ad valorem taxes on or before the selling date, the CRA shall establish an escrow fund
with the County Tax Collector pursuant to Florida Statutes Section 196.295 and shall pay into
said escrow the CRA's pro rata portion of ad valorem taxes for the year of closing as
determined by the Tax Collector. If required by law, the CRA shall pay its prorated share of
taxes for the year of closing and shall pay outstanding taxes for previous years.
K. Special Assessment Liens: Certified, confirmed and ratified special assessment
liens as of date of closing (and not as of Effective Date) are to be paid by the party who owns
the property prior to closing.
L. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow
and, subject to clearance, disburse them in accordance with terms and conditions of
agreement. If in doubt as to Agent's duties or liabilities under the provisions of agreement,
Agent may, at Agent's option, continue to hold the subject matter of the escrow until the
parties mutually agree to its disbursement, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties or Agent may deposit with the clerk of the
circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting
for any items previously delivered out of escrow.
4
M. No Brokers: Each party warrants that no brokers or real estate agents were
involved in this transaction and no fees are due to a broker or agent for the exchange and sale
of the property governed by this agreement.
N. FIRPTA: Each party warrants to each other that neither party is a "foreign
person" as defined by the Federal Foreign Investment in Real Property Tax Act (the "Act").
At closing, each party shall execute and deliver into each other a "non-foreign certificate" as
required by the Act. Failure to execute the certificate shall subject the party failing to execute
and deliver the certificate if required by law to the penalties imposed by law.
O. Failure of Performance: If either party fails to perform this Contract within
the time specified, each party shall be relieved of all obligations under Contract if both parties
consent; or either party may proceed in law or equity to enforce its rights under this Contract.
P. Agreement Not Recordable; Persons Bound; Notice: Neither this agreement
nor any notice of it shall be recorded in any public records. This agreement shall bind and
enure to the benefit of the parties and their successors in interest. Whenever the context
permits, singular shall include plural and one gender shall include all. Notice given by or to
the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Each party shall convey the property to each other by way of
statutory warranty deed subject to any easement for any utilities that may exist and lie on the
property.
R. Other Agreements: No prior or present agreements or representations shall be
binding upon either party unless included in this Contract. No modification or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the party
or parties intended to be bound by it.
S. Warranties: Each party warrants that there are no facts known to either party
materially affecting the value of the real property which are not readily observable by either
party or which have not been disclosed.
T. NOTICES: All notices and elections (collectively, "notices") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service or Federal Express, or
alternatively shall be sent by United States certified mail, with return receipt requested. The
effective date of any notice shall be the date of delivery of the notice if by personal delivery,
courier service or Federal Express, or if mailed, upon the date which the return receipt is
signed or delivery is refused or the notice designated by the postal authorities as non-
deliverable, as the case may be. The parties hereby designed the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
CITY:
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Attn: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
DelrayBeach, Florida 33~4~
Phone: (561)243-7091
Fax: (561) 278-4755
Community Redevelopment Agency of Delray Beach
Christopher J. Brown, Executive Director
John Weaver, Chairman, CRA Board of Commissioners
24 N. Swinton Avenue
Delray Beach, Florida 33444
Phone: (561) 276-8640
Fax: (561) 276-8558
With a copy to:
Robert W. Federspiel, P.A.
501 East Atlantic Avenue
Delray Beach, Florida 33483
Phone: (561) 276-2900
Fax: (561) 276-5489
Any party may from time to time change the address to which notice under this
Agreement shall be given such party, upon three (3) days prior written notice to the other
parties.
U. ASSIGNMENT: Neither party shall assign this Agreement or any interest
herein without the prior written consent of the other party.
V. DEFAULT: In the evem either party fails or refuses to perform any term,
covenant, or condition of this Agreement, either party shall, in addition to any other remedies
provided at law or in equity, have the right of specific performance thereof.
6
W. GOVERNING LAW & VENUE: This Agreement shall be governed by,
construed and enforced in accordance with, the laws of the State of Florida. Venue in any
action suit or proceeding in connection with this Agreement shall be in Palm Beach County,
Florida.
X. TIME OF ESSENCE: Time is of the essence with respect to the performance
of each and every provision of this Agreement where a time is specified for performance.
Y. EFFECTIVE DATE OF AGREEMENT: This Agreement is expressly
contingent upon the approval of the City Commission of the City of Delray Beach and the
Community Redevelopment Agency Board.
Z. HEADINGS: The paragraph headings or captions appearing in this Agreement
are for convenience only, are not part of this Agreement, and are not to be considered in
interpreting this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names, on the dates set forth below.
ATTEST:
CITY OF DELRAY BEACH, FLORIDA
City Clerk
By:
Jay Alperin, Mayor
Approved as to Form:
City Attorney
WITNESSES:
COMMUNITY REDEVELOPMENT
AGENCY OF DELRAY BEACH
Print Name: By:
Print Name:
Print Name:
Title:
7
STATE OF FLORIDA
COUNTY OF
The foregoing
,1999 by
to me or who has produced
instrument was acknowledged before
me this day of
, who is personally known
(type of identification).
Signature of Notary Public-
State of Florida
8
CONTRACT FOR SALE AND EXCHANGE OF REAL PROPERTY
The CITY OF DELRAY BEACH, a Florida municipal corporation (City) and THE
HOUSE OF GOD CHURCH WHICH IS THE CHURCH OF THE LIVING GOD THE
PILLAR AND GROUND OF THE TRUTH WITHOUT CONTROVERSY, INC. (Church)
hereby agree to the sale and exchange of real property upon the following terms and
conditions, including the standards for real estate transactions and addenda and exhibits hereto:
I. CONVEYANCE BY CHURCH:
A. The Church shall convey by warranty deed to the City the following property:
Lots 11, 12 and 13 of Block 36, Revised Plat of Block 36, Town of Delray as recorded in Plat
Book 5, Page 38 of the Public Records of Palm Beach County, Florida.
CONVEYANCE BY CITY:
B. In exchange for the property described above, in addition to the consideration
provided in II below, the City shall convey by special warranty deed to the Church Lots 15
and 16, Block 35, Town of Delray as recorded in Plat Book 1, Page 4 of the Public Records of
Palm Beach County, Florida. For purposes of this contract, the appraised value as of January
25, 1999 of Lot 15 was $10,000, and the appraised value of Lot 16 as of March, 1999 was
$11,500.00.
II. PURCHASE PRICE: In addition to exchange of real property in I.B. above, the City
shall pay to the Church Sixty-Five Thousand One Hundred and 00/100 Dollars ($65,100.00)
upon closing.
III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: If this offer is not executed by
and delivered to all parties or fact of execution communicated in writing between the parties
on or before July 12, 1999, the offer will, at the City's option, be withdrawn. The date of
this contract ("Effective Date') will be the date when the last one of the Church or City has
signed this offer.
IV. TITLE EVIDENCE: At least seven (7) days before the closing date, the City, at the
City's expense, shall obtain a title insurance commitment on Lots 11, 12 and 13 of Block 36
and Lots 15 and 16 of Block 35 as further described above.
V. CLOSING DATE; CLOSING PLACE: This transaction is contingent upon the
closing of the property referenced in Exhibit A and shall be closed and the deeds and other
papers delivered on or before fifteen (15) days after execution of the contract, but no later than
July 31, 1999 unless extended by other provisions of the contract. The closing shall occur
Exhibit
A
simultaneously with the closing of the property referenced in the contract attached hereto as
Exhibit A.
VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: The City and the Church shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority; restrictions and matters appearing on the plat or otherwise common to
the subdivision; public utility easements of record and prorated taxes for year of closing and
subsequent years; if any.
VII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
VIII. MISCELLANEOUS: The City will waive building permit fees and City development
application fees including but not limited to abandonment of alley fees if needed. The City
will provide technical assistance with site plan process for the construction of a new church to
be located on Lots 15 and 16, Block 35, Town of Delray as recorded in Plat Book 1, Page 4 of
the public Records of Palm Beach County. Lots 15 and 16 are a similar size to Lots 11, 12
and 13 and it is contemplated the Church will build a church of similar size to the building
depiction on the site plan submitted and approved for Lots 11, 12 and 13. The City shall
release the City lien in the amount imposed by Resolution 1-93 on the East half of Lot 11,
Block 36, Revised Plat of Block 36, Town of Delray.
IX. DEMOLITION: The City shall have the right of egress and ingress over Lots 11,
12 and 13 of Block 36, Town of Delray, as recorded in Plat Book 5, Page 38 of the Public
Records of Palm Beach County, Florida, prior to closing for the purpose of evaluating the
demolition of buildings thereon after closing and to make any other inspections it deems
appropriate prior to closing.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida licensed
title insurer agreeing to issue to City, upon recording of the deed to City and agreeing to issue
to Church upon recording of the deed to Church, an owner's policy of title insurance in the
amount of the purchase price, insuring City's title to real property the City is to receive under
this agreement and ensuring title to real property the Church is to receive under this
agreement. The City shall pay for the title insurance on the property to be conveyed by the
City to the Church and for the title insurance on the property to be conveyed to the Church
by the City. All title insurance shall be subject only to liens, encumbrances, exceptions or
qualification set forth in this agreement and those which shall be discharged at or before
closing. Church and City shall convey a marketable title subject only to liens, encumbrances,
exceptions or qualifications set forth in this agreement and those which shall be discharged at
or before closing. Marketable title shall be determined according to applicable title standards
2
adopted by authority of The Florida Bar and in accordance with law. If title is found
defective, each party shall notify the other in writing specifying defect(s). If the defect(s)
render title unmarketable to any property being conveyed hereunder, the party who owns the
property shall have sixty (60) days from receipt of notice within which to remove the defect(s),
failing which the other party shall have the option of either accepting the title as it then is or
cancelling the contract; thereupon each party shall release one another of all further obligations
under the agreement. If title is found unmarketable the responsible party shall, use diligent
effort to correct defect(s) in title within the time provided therefor, including the bringing of
necessary suits.
B. Survey: City, at City's expense, within time allowed to deliver evidence of
title and to examine same, shall have the real property it is to receive and the real property it is
to convey, surveyed and certified by a registered Florida surveyor. The survey shall be
certified to the Church, the City and to the CRA. If survey shows encroachment on real
property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental
regulation, the same shall constitute a title defect.
C. Ingress and Egress: City and Church warrant and represent that there is
ingress and egress to the real property being exchanged sufficient for the intended use as
described herein, title to which is in accordance with Standard A.
D. Leases: The Church and City warrant there are no leases on the property
being exchanged.
E. Liens: Each party shall furnish to each other at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to either party and further attesting that there have
been no improvements or repairs to property for ninety (90) days immediately preceding date
of closing. If property has been improved, or repaired within that time, the owner of property
to be conveyed shall deliver releases or waivers of mechanics' liens executed by all general
contractors, subcontractors, suppliers, and materialmen in addition to owner's lien affidavit
setting forth the names of all such general contractors, subcontractors, suppliers and
materialmen and further affirming that all charges for improvements or repairs which could
serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at
closing.
F. Place of Closing: Closing shall be held in the county where real property is
located, at the office of the attorney or other closing agent designated by City.
G. Time: Time is of the essence of this agreement. Time periods herein of less
than six (6) days shall in the computation exclude Saturdays, Sundays and state or national
legal holidays, and any time period provided for herein which shall end on Saturday, Sunday
or legal holiday shall extend to 5:00 p.m. of the next business day.
H. Docmnents for Closing: Each party shall furnish to each other, bill of sale,
mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and
corrective instruments. City shall furnish the closing statement(s). City shall prepare and
furnish all deeds at its own expense and shall bear the costs of recording the same.
I. Expenses: Documentary stamps on any or all deeds shall be paid by Church,
if applicable. The Church recognizes that the City cannot pay the documentary stamps as a
matter of law.
J. Prorations; credits: Taxes, assessments, rent, interest, insurance and other
expenses and revenue of property shall be prorated through day before closing. Cash at
closing shall be increased or decreased as may be required by prorations. Prorations will be
made through day prior to occupancy if occupancy occurs before closing. Taxes shall be
prorated based on the current year's tax with due allowance made for maximum allowable
discount, homestead and other exemptions. If closing occurs at a date when the current year's
milage is not f~xed, and current year's assessments is available, taxes will be prorated based
upon such assessment and the prior year's milage. If current year's assessment is not
available, then taxes will be prorated on the prior year's tax. If there are completed
improvements on real property by January 1st of year of closing which improvements were not
in existence on January 1st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing
which, request will be made to the County Property Appraiser for an informal assessment
taking into consideration available exemptions. Any tax proration based on an estimate may,
at request of either the City or the Church, be subsequently readjusted upon receipt of tax bill
on condition that a statement to that effect is in the closing statement. If the Church is
required to pay ad valorem taxes on or before the selling date, the Church shall establish an
escrow fund with the County Tax Collector pursuant to Florida Statutes Section 196.295 and
shall pay into said escrow the Church's pro rata portion of ad valorem taxes for the year of
closing as determined by the Tax Collector. If required by law, the Church shall pay its
prorated share of taxes for the year of closing and shall pay outstanding taxes for previous
years.
K. Special Assessment Liens: Certified, confirmed and ratified special assessment
liens as of date of closing (and not as of Effective Date) are to be paid by the party who owns
the property prior to closing.
L. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow
and, subject to clearance, disburse them in accordance with terms and conditions of
agreement. If in doubt as to Agent's duties or liabilities under the provisions of agreement,
4
Agent may, at Agent's option, continue to hold the subject matter of the escrow until the
parties mutually agree to its disbursement, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties or Agent may deposit with the clerk of the
circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting
for any items previously delivered out of escrow.
M. No Brokers: Each party warrants that no brokers or real estate agents were
involved in this transaction and no fees are due to a broker or agent for the exchange and sale
of the property governed by this agreement.
N. FIRPTA: Each party warrants to each other that neither party is a "foreign
person" as defined by the Federal Foreign Investment in Real Property Tax Act (the "Act").
At closing, each party shall execute and deliver into each other a "non-foreign certificate" as
required by the Act. Failure to execute the certificate shall subject the party failing to execute
and deliver the certificate if required by law to the penalties imposed by law.
O. Failure of Performance: If either party fails to perform this Contract within
the time specified, each party shall be relieved of all obligations under Contract if both parties
consent; or either party may proceed in law or equity to enforce its rights under this Contract.
P. Agreement Not Recordable; Persons Bound; Notice: Neither this agreement
nor any notice of it shall be recorded in any public records. This agreement shall bind and
enure to the benefit of the parties and their successors in interest. Whenever the context
permits, singular shall include plural and one gender shall include all. Notice given by or to
the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Each party shall convey the property to each other by way of
statutory warranty deed subject to any easement for any utilities that may exist and lie on the
property.
R. Other Agreements: No prior or present agreements or representations shall be
binding upon either party unless included in this Contract. No modification or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the party
or parties intended to be bound by it.
S. Warranties: Each party warrants that there are no facts known to either party
materially affecting the value of the real property which are not readily observable by either
party or which have not been disclosed.
T. NOTICES: All notices and elections (collectively, "notices") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service or Federal Express, or
5
alternatively shall be sero by United States certified mail, with return receipt requested. The
effective date of any notice shall be the date of delivery of the notice if by personal delivery,
courier service or Federal Express, or if mailed, upon the date which the return receipt is
signed or delivery is refused or the notice designated by the postal authorities as non-
deliverable, as the case may be. The parties hereby designed the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
CITY:
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Attn: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Phone: (561) 243-7091
Fax: (561) 278-4755
CHURCH:
The House of God
Attn: Bishop James C. Elliott
3404 Shady Brook Lane
Sarasota, Florida 34243
or
P.O. Box 1821
Sarasota, Florida 34230-1821
or
2714 Scovel Street
Nashville, TN 37208
or
P.O. Box 22675
Nashville, TN 37202
Phone: (941)355-1491
Fax: (941) 351-3752
6
With a copy to:
Reverend Jerry Taylor, Pastor
The House of God
925 N.W. 83~ Street
Miami, Florida 33150
Phone:
Fax:
Any party may from time to time change the address to which notice under this
Agreement shall be given such party, upon three (3) days prior written notice to the other
parties.
U. ASSIGNMENT: Neither party shall assign this Agreement or any interest
herein without the prior written consent of the other party.
V. DEFAULT: In the event either party fails or refuses to perform any term,
covenant, or condition of this Agreement, either party shall, in addition to any other remedies
provided at law or in equity, have the right of specific performance thereof.
W. GOVERNING LAW & VENUE: This Agreement shall be governed by,
construed and enforced in accordance with, the laws of the State of Florida. Venue in any
action suit or proceeding in connection with this Agreement shall be in Palm Beach County,
Florida.
X. TIME OF ESSENCE: Time is of the essence with respect to the performance
of each and every provision of this Agreement where a time is specified for performance.
Y. EFFECTIVE DATE OF AGREEMENT: This Agreement is expressly
contingent upon the approval of the City Commission of the City of Delray Beach.
Z. HEADINGS: The paragraph headings or captions appearing in this Agreement
are for convenience only, are not part of this Agreement, and are not to be considered in
interpreting this Agreement.
7
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names, on the dates set forth below.
ATTEST:
City Clerk
Approved as to Form:
CITY OF DELRAY BEACH, FLORIDA
By:
Jay Alperin, Mayor
City Attorney
WITNESSES:
Print Name:
Print Name:
THE HOUSE OF GOD CHURCH
WHICH IS THE CHURCH OF THE
LIVING GOD THE PILLAR AND
GROUND OF THE TRUTH WITHOUT
CONTROVERSY, INC.
By:
Print Name:
Title:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument
,1999 by
to me or who has produced
was acknowledged before
me this day of
, who is personally known
(type of identification).
Signature of Notary Public-
State of Florida
CONTRACT FOR SALE AND EXCHANGE OF REAL PROPERTY
The CITY OF DELRAY BEACH, a Florida municipal corporation (City) and THE
HOUSE OF GOD CHURCH WHICH IS THE CHURCH OF THE LIVING GOD THE
PILLAR AND GROUND OF THE TRUTH WITHOUT CONTROVERSY, INC. (Church)
hereby agree to the sale and exchange of real property upon the following terms and
conditions, including the standards for real estate transactions and addenda and exhibits hereto:
I. CONVEYANCE BY CHURCH:
A. The Church shall convey by warranty deed to the City the following property:
Lots 11, 12 and 13 of Block 36, Revised Plat of Block 36, Town of Delray as recorded in Plat
Book 5, Page 38 of the Public Records of Palm Beach County, Florida.
CONVEYANCE BY CITY:
B. In exchange for the property described above, in addition to the consideration
provided in II below, the City shall convey by special warranty deed to the Church Lots 15
and 16, Block 35, Town of Delray as recorded in Plat Book 1, Page 4 of the Public Records of
Palm Beach County, Florida. For purposes of this comract, the appraised value as of January
25, 1999 of LOt 15 was $10,000, and the appraised value of Lot 16 as of March, 1999 was
$11,500.00.
II. PURCHASE PRICE: In addition to exchange of real property in I.B. above, the City
shall pay to the Church Sixty-Five Thousand One Hundred and 00/100 Dollars ($65,100.00)
upon closing.
III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: If this offer is not executed by
and delivered to all parties or fact of execution communicated in writing between the parties
on or before July 12, 1999, the offer will, at the City's option, be withdrawn. The date of
this comract ("Effective Date') will be the date when the last one of the Church or City has
signed this offer.
IV. TITLE EVIDENCE: At least seven (7) days before the closing date, the City, at the
City's expense, shall obtain a title insurance commitment on Lots 11, 12 and 13 of Block 36
and Lots 15 and 16 of Block 35 as further described above.
V. CLOSING DATE; CLOSING PLACE: This transaction is contingent upon the
closing of the property referenced in Exhibit A and shall be closed and the deeds and other
papers delivered on or before fifteen (15) days after execution of the contract, but no later than
July 31, 1999 unless extended by other provisions of the contract. The closing shall occur
simultaneously with the closing of the property referenced in the contract attached hereto as
Exhibit A.
VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: The City and the Church shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority; restrictions and matters appearing on the plat or otherwise common to
the subdivision; public utility easements of record and prorated taxes for year of closing and
subsequent years; if any.
VII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
VIII. MISCELLANEOUS: The City will waive building permit fees and City development
application fees including but not limited to abandonment of alley fees if needed. The City
will provide technical assistance with site plan process for the construction of a new church to
be located on Lots 15 and 16, Block 35, Town of Delray as recorded in Plat Book 1, Page 4 of
the public Records of Palm Beach County. Lots 15 and 16 are a similar size to Lots 11, 12
and 13 and it is contemplated the Church will build a church of similar size to the building
depiction on the site plan submitted and approved for Lots 11, 12 and 13. The City shall
release the City lien in the amount imposed by Resolution 1-93 on the East half of Lot ! 1,
Block 36, Revised Plat of Block 36, Town of Delray.
IX. DEMOLITION: The City shall have the right of egress and ingress over Lots 11,
12 and 13 of Block 36, Town of Delray, as recorded in Plat Book 5, Page 38 of the Public
Records of Palm Beach County, Florida, prior to closing for the purpose of evaluating the
demolition of buildings thereon after closing and to make any other inspections it deems
appropriate prior to closing.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida licensed
title insurer agreeing to issue to City, upon recording of the deed to City and agreeing to issue
to Church upon recording of the deed to Church, an owner's policy of title insurance in the
amount of the purchase price, insuring City's title to real property the City is to receive under
this agreement and ensuring title to real property the Church is to receive under this
agreement. The City shall pay for the title insurance on the property to be conveyed by the
City to the Church and for the title insurance on the property to be conveyed to the Church
by the City. All title insurance shall be subject only to liens, encumbrances, exceptions or
qualification set forth in this agreement and those which shall be discharged at or before
closing. Church and City shall convey a marketable title subject only to liens, encumbrances,
exceptions or qualifications set forth in this agreement and those which shall be discharged at
or before closing. Marketable title shall be determined according to applicable title standards
2
adopted by authority of The Florida Bar and in accordance with law. If title is found
defective, each party shall notify the other in writing specifying defect(s). If the defect(s)
render title unmarketable to any property being conveyed hereunder, the party who owns the
property shall have sixty (60) days from receipt of notice within which to remove the defect(s),
failing which the other party shall have the option of either accepting the title as it then is or
cancelling the contract; thereupon each party shall release one another of all further obligations
under the agreement. If title is found unmarketable the responsible party shall, use diligent
effort to correct defect(s) in title within the time provided therefor, including the bringing of
necessary suits.
B. Survey: City, at City's expense, within time allowed to deliver evidence of
title and to examine same, shall have the real property it is to receive and the real properly it is
to convey, surveyed and certified by a registered Florida surveyor. The survey shall be
certified to the Church, the City and to the CRA. If survey shows encroachment on real
property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental
regulation, the same shall constitute a title defect.
C. Ingress and Egress: City and Church warrant and represent that there is
ingress and egress to the real property being exchanged sufficient for the intended use as
described herein, title to which is in accordance with Standard A.
D. Leases: The Church and City warrant there are no leases on the property
being exchanged.
E. Liens: Each party shall furnish to each other at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to either party and further attesting that there have
been no improvements or repairs to property for ninety (90) days immediately preceding date
of closing. If property has been improved, or repaired within that time, the owner of property
to be conveyed shall deliver releases or waivers of mechanics' liens executed by all general
contractors, subcontractors, suppliers, and materialmen in addition to owner's lien affidavit
setting forth the names of all such general contractors, subcontractors, suppliers and
materialmen and further affirming that all charges for improvements or repairs which could
serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at
closing.
F. Place of Closing: Closing shall be held in the county where real property is
located, at the office of the attorney or other closing agent designated by City.
G. Time: Time is of the essence of this agreement. Time periods herein of less
than six (6) days shall in the computation exclude Saturdays, Sundays and state or national
3
legal holidays, and any time period provided for herein which shall end on Saturday, Sunday
or legal holiday shall extend to 5:00 p.m. of the next business day.
H. Documents for Closing: Each party shall furnish to each other, bill of sale,
mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and
corrective instruments. City shall furnish the closing statement(s). City shall prepare and
furnish all deeds at its own expense and shall bear the costs of recording the same.
if applicable.
matter of law.
Expenses: Documentary stamps on any or all deeds shall be paid by Church,
The Church recognizes that the City cannot pay the documentary stamps as a
J. Prorations; credits: Taxes, assessments, rent, interest, insurance and other
expenses and revenue of property shall be prorated through day before closing. Cash at
closing shall be increased or decreased as may be required by prorations. Prorations will be
made through day prior to occupancy if occupancy occurs before closing. Taxes shall be
prorated based on the current year's tax with due allowance made for maximum allowable
discount, homestead and other exemptions. If closing occurs at a date when the current year's
milage is not fixed, and current year's assessments is available, taxes will be prorated based
upon such assessment and the prior year's milage. If current year's assessment is not
available, then taxes will be prorated on the prior year's tax. If there are completed
improvements on real property by January 1st of year of closing which improvements were not
in existence on January 1st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing
which, request will be made to the County Property Appraiser for an informal assessment
taking into consideration available exemptions. Any tax proration based on an estimate may,
at request of either the City or the Church, be subsequently readjusted upon receipt of tax bill
on condition that a statement to that effect is in the closing statement. If the Church is
required to pay ad valorem taxes on or before the selling date, the Church shall establish an
escrow fund with the County Tax Collector pursuant to Florida Statutes Section 196.295 and
shall pay into said escrow the Church's pro rata portion of ad valorem taxes for the year of
closing as determined by the Tax Collector. If required by law, the Church shall pay its
prorated share of taxes for the year of closing and shall pay outstanding taxes for previous
years.
K. Special Assessment Liens: Certified, confirmed and ratified special assessment
liens as of date of closing (and not as of Effective Date) are to be paid by the party who owns
the property prior to closing.
L. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow
and, subject to clearance, disburse them in accordance with terms and conditions of
agreement. If in doubt as to Agent's duties or liabilities under the provisions of agreement,
4
Agent may, at Agent's option, continue to hold the subject matter of the escrow until the
parties mutually agree to its disbursement, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties or Agent may deposit with the clerk of the
circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting
for any items previously delivered out of escrow.
M. No Brokers: Each party warrants that no brokers or real estate agents were
involved in this transaction and no fees are due to a broker or agent for the exchange and sale
of the property governed by this agreement.
N. FIRPTA: Each party warrants to each other that neither party is a "foreign
person" as defined by the Federal Foreign Investment in Real Property Tax Act (the "Act").
At closing, each party shall execute and deliver into each other a "non-foreign certificate" as
required by the Act. Failure to execute the certificate shall subject the party failing to execute
and deliver the certificate if required by law to the penalties imposed by law.
O. Failure of Performance: If either party fails to perform this Contract within
the time specified, each party shall be relieved of all obligations under Contract if both parties
consent; or either party may proceed in law or equity to enforce its rights under this Contract.
P. Agreement Not Recordable; Persons Bound; Notice: Neither this agreement
nor any notice of it shall be recorded in any public records. This agreement shall bind and
enure to the benefit of the parties and their successors in interest. Whenever the context
permits, singular shall include plural and one gender shall include all. Notice given by or to
the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Each party shall convey the property to each other by way of
statutory warranty deed subject to any easement for any utilities that may exist and lie on the
property.
R. Other Agreements: No prior or present agreements or representations shall be
binding upon either party unless included in this Contract. No modification or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the party
or parties intended to be bound by it.
S. Warranties: Each party warrants that there are no facts known to either party
materially affecting the value of the real property which are not readily observable by either
party or which have not been disclosed.
T. NOTICES: All notices and elections (collectively, "notices") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service or Federal Express, or
5
alternatively shall be sent by United States certified mail, with remm receipt requested. The
effective date of any notice shall be the date of delivery of the notice if by personal delivery,
courier service or Federal Express, or if mailed, upon the date which the return receipt is
signed or delivery is refused or the notice designated by the postal authorities as non-
deliverable, as the case may be. The parties hereby designed the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
CITY:
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Attn: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Phone: (561) 243-7091
Fax: (561) 2784755
CHURCH:
The House of God
Attn: Bishop James C. Elliott
3404 Shady Brook Lane
Sarasota, Florida 34243
or
P.O. Box 1821
Sarasota, Florida 34230-1821
or
2714 Scovel Street
Nashville, TN 37208
or
P.O. Box 22675
Nashville, TN 37202
Phone: (941) 355-1491
Fax: (941) 351-3752
6
With a copy to:
Reverend Jerry Taylor, Pastor
The House of God
925 N.W. 83'd Street
Miami, Florida 33150
Phone:
Fax:
Any party may from time to time change the address to which notice under this
Agreement shall be given such party, upon three (3) days prior written notice to the other
parties.
U. ASSIGNMENT: Neither party shall assign this Agreement or any interest
herein without the prior written consent of the other party.
V. DEFAULT: In the event either party fails or refuses to perform any term,
covenant, or condition of this Agreement, either party shall, in addition to any other remedies
provided at law or in equity, have the right of specific performance thereof.
W. GOVERNING LAW & VENUE: This Agreement shall be governed by,
construed and enforced in accordance with, the laws of the State of Florida. Venue in any
action suit or proceeding in connection with this Agreement shall be in Palm Beach County,
Florida.
X. TIME OF ESSENCE: Time is of the essence with respect to the performance
of each and every provision of this Agreement where a time is specified for performance.
Y. EFFECTIVE DATE OF AGREEMENT: This Agreement is expressly
contingent upon the approval of the City Commission of the City of Delray Beach.
Z. HEADINGS: The paragraph headings or captions appearing in this Agreement
are for convenience only, are not part of this Agreement, and are not to be considered in
interpreting this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names, on the dates set forth below.
ATTEST:
City Clerk
Approved as to Form:
CITY OF DELRAY BEACH, FLORIDA
By:
Jay Alperin, Mayor
City Attorney
WITNESSES:
Print Name:
Print Name:
THE HOUSE OF GOD CHURCH
WHICH IS THE CHURCH OF THE
LIVING GOD THE PILLAR AND
GROUND OF THE TRUTH WITHOUT
CONTROVERSY, INC.
By:
Print Name:
Title:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument
, 1999 by
to me or who has produced
was acknowledged
before me this day of
, who is personally known
(type of identification).
Signature of Notary Public-
State of Florida
CONTRACT FOR SALE AND EXCHANGE OF REAL PROPERTY
The CITY OF DELRAY BEACH, a Florida municipal corporation (City) and the
COMMUNITY REDEVELOPMENT AGENCY OF DELRAY BEACH (CRA), hereby
agree to the sale and exchange of real property upon the following terms and conditions,
including the Standards for Real Estate Transactions and addenda and exhibits hereto:
I. CONVEYANCE BY CITY:
A. The City shall convey to the CRA the following property by special warranty
deed: All of Lots 11, 12 and 13 of Block 36, less the east 20 feet of Lots 11 and 12, Revised
Plat of Block 36, Town of Defray as recorded in Plat Book 5, Page 38 of the Public Records
of Palm Beach County, Florida, subject to encroachments of existing building to be
demolished by the City subject to paragraph VI.
CONVEYANCE BY CRA:
B. In exchange for the property described above and in addition to the
consideration provided in II below, the CRA shall convey to the City the east 20 feet of Lot
1, less the south eight feet thereof, and the east 20 feet of Lots 2 through 10 inclusive, all as
shown on the Revised Plat of Block 36, Town of Defray as recorded in Plat Book 5, Page 38
of the Public Records of Palm Beach County, Florida, and Lots 15 and 16, Block 35, Town of
Delray as recorded in Plat Book 1, page 4 of the Public Records of Palm Beach County,
Florida.
II. PURCHASE PRICE: The CRA shall pay to the City $10,597.00 upon closing.
III. TIME FOR ACCEPTANCE; EFFECTIVE DATE: If this offer is not executed by
and delivered to all parties or fact of execution communicated in writing between the parties
on or before July 12, 1999, the offer will, at the City's or CRA's option, be withdrawn. The
date of this contract (" Effective Date') will be the date when the last one of the CRA or City
has signed this offer.
IV. TITLE EVIDENCE: At least seven (7) days before the closing date, the City, at the
City's expense, shall obtain a title insurance commitment on Lots 11, 12 and 13 of Block 36,
as described in I.A. above. The CRA shall obtain, at the CRA'S expense, a title commitment
as to the portion of the property to be conveyed by the CRA to the CITY as further described
in I.B. above.
V. CLOSING DATE; CLOSING PLACE: This transaction is contingent upon the
closing of the property referenced in Exhibit A and shall be closed and the deeds and other
papers delivered on or before fifteen (15) days after execution of the contract but no later than
Exhibit
A
July 31, 1999, unless extended by other provisions of the contract. The closing shall occur
simultaneously with the closing of the property referenced in the contract attached hereto as
Exhibit A. (Church of God contract with City).
VI. RESTRICTIONS; EASEMENTS; LIMITATIONS: The City and the CRA shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority; restrictions and matters appearing on the plat or otherwise common to
the subdivision; public utility easements of record and prorated taxes for year of closing and
subsequent years; if any.
VII. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all printed provisions of Contract in conflict with them.
VIII. RECONVEYANCE: If the City decides that it does not need the East 20 feet of Lots
1 through 13 or any part thereof, the CRA shall buy back the land not needed by the City for
the price of $6.19 per square foot.
IX. DEMOLITION: The City shall have the right of ingress and egress over Lots 11, 12
and 13 of Block 36, Town of Delray as recorded in Plat Book 5, Page 38 of the Public
Records of Palm Beach County, Florida, before or after closing, for the purpose of
demolishing the buildings and structures situated thereon. The City shall demolish the
building and structures at its own expense. This paragraph and paragraph VIII shall survive
the closing on the property.
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. Evidence of Title: A title insurance commitment issued by a Florida licensed
title insurer agreeing to issue to City, upon recording of the deed to City and agreeing to issue
to the CRA upon recording of the deed to the CRA, an owner's policy of title insurance in
the amount of the purchase price, insuring City's title to real property the City is to receive
under this agreement and ensuring title to real property the CRA is to receive under this
agreement. The CRA shall pay for the title insurance on the property to be conveyed by the
City to the CRA and the City shall pay for the title insurance on the property to be conveyed
to the City by the CRA. All title insurance shall be subject only to liens, encumbrances,
exceptions or qualification set forth in this agreement and those which shall be discharged at or
before closing. CRA and City shall convey a marketable title subject only to liens,
encumbrances, exceptions or qualifications set forth in this agreement and those which shall be
discharged at or before closing. Marketable title shall be determined according to applicable
title standards adopted by authority of The Florida Bar and in accordance with law. If title is
found defective, each party shall notify the other in writing specifying defect(s). If the
defect(s) render title unmarketable to any property being conveyed hereunder, the party who
owns the property shall have sixty (60) days from receipt of notice within which to remove the
2
defect(s), failing which the other party shall have the option of either accepting the title as it
then is or cancelling the contract; thereupon each party shall release one another of all further
obligations under the agreement. If title is found unmarketable the responsible party shall, use
diligent effort to correct defect(s) in title within the time provided therefor, including the
bringing of necessary suits.
B. Survey: The CRA, at CRA's expense, within time allowed to deliver evidence
of title and to examine same, shall have the real property it is to receive and the real property
it is to convey, surveyed and certified by a registered Florida surveyor. The property the City
is to receive shall be certified to the CRA and the City. If survey shows encroachment on real
property or that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, agreement covenants or applicable governmental
regulation, the same shall constitute a title defect.
C. Ingress and Egress: City and CRA warrant and represent that there is ingress
and egress to the real property being exchanged sufficient for the intended use as described
herein, title to which is in accordance with Standard A.
exchanged.
Leases: The CRA and City warrant there are no leases on the property being
E. Liens: Each party shall furnish to each other at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to either party and further attesting that there have
been no improvements or repairs to property for ninety (90) days immediately preceding date
of closing. If property has been improved, or repaired within that time, the owner of property
to be conveyed shall deliver releases or waivers of mechanics' liens executed by all general
contractors, subcontractors, suppliers, and materialmen in addition to owner's lien affidavit
setting forth the names of all such general contractors, subcontractors, suppliers and
materialmen and further affirming that all charges for improvements or repairs which could
serve as a basis for a mechanic's line or a claim for damages have been paid or will be paid at
closing.
F. Place of Closing: Closing shall be held in the county where real property is
located, at the office of the attorney or other closing agent designated by City.
G. Time: Time is of the essence of this agreement. Time periods herein of less
than six (6) days shall in the computation exclude Saturdays, Sundays and state or national
legal holidays, and any time period provided for herein which shall end on Saturday, Sunday
or legal holiday shall extend to 5:00 p.m. of the next business day.
H. Documents for Closing: Each party shall furnish to each other, bill of sale,
mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and
corrective instruments. City shall furnish the closing statement(s). CRA shall prepare and
furnish all deeds at its own expense and shall bear the costs of recording the same.
I. Expenses: Documentary stamps on any or all deeds shall be paid by CRA, if
applicable. The CRA recognizes that the City cannot pay the documentary stamps as a matter
of law.
J. Prorations; credits: Taxes, assessments, rent, interest, insurance and other
expenses and revenue of property shall be prorated through day before closing. Cash at
closing shall be increased or decreased as may be required by prorations. Prorations will be
made through day prior to occupancy if occupancy occurs before closing. Taxes shall be
prorated based on the current year's tax with due allowance made for maximum allowable
discount, homestead and other exemptions. If closing occurs at a date when the current year's
milage is not fixed, and current year's assessments is available, taxes will be prorated based
upon such assessment and the prior year's milage. If current year's assessment is not
available, then taxes will be prorated on the prior year's tax. If there are completed
improvements on real property by January 1st of year of closing which improvements were not
in existence on January 1st of the prior year then taxes shall be prorated based upon the prior
year's milage and at an equitable assessment to be agreed upon between the parties, failing
which, request will be made to the County Property Appraiser for an informal assessment
taking into consideration available exemptions. Any tax proration based on an estimate may,
at request of either the City or the CRA, be subsequently readjusted upon receipt of tax bill on
condition that a statement to that effect is in the closing statement. If the CRA is required to
pay ad valorem taxes on or before the selling date, the CRA shall establish an escrow fund
with the County Tax Collector pursuant to Florida Statutes Section 196.295 and shall pay into
said escrow the CRA's pro rata portion of ad valorem taxes for the year of closing as
determined by the Tax Collector. If required by law, the CRA shall pay its prorated share of
taxes for the year of closing and shall pay outstanding taxes for previous years.
K. Special Assessment Liens: Certified, confLrmed and ratified special assessment
liens as of date of closing (and not as of Effective Date) are to be paid by the party who owns
the property prior to closing.
L. Escrow: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow
and, subject to clearance, disburse them in accordance with terms and conditions of
agreement. If in doubt as to Agent's duties or liabilities under the provisions of agreement,
Agent may, at Agent's option, continue to hold the subject matter of the escrow until the
parties mutually agree to its disbursement, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties or Agent may deposit with the clerk of the
circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Agent shall fully terminate, except to the extent of accounting
for any items previously delivered out of escrow.
4
M. No Brokers: Each party warrants that no brokers or real estate agents were
involved in this transaction and no fees are due to a broker or agent for the exchange and sale
of the property governed by this agreement.
N. FIRPTA: Each party warrants to each other that neither party is a "foreign
person" as defined by the Federal Foreign Investment in Real Property Tax Act (the "Act").
At closing, each party shall execute and deliver into each other a "non-foreign certificate" as
required by the Act. Failure to execute the certificate shall subject the party failing to execute
and deliver the certificate if required by law to the penalties imposed by law.
O. Failure of Performance: If either party fails to perform this Contract within
the time specified, each party shall be relieved of all obligations under Contract if both parties
consent; or either party may proceed in law or equity to enforce its rights under this Contract.
P. Agreement Not Recordable; Persons Bound; Notice: Neither this agreement
nor any notice of it shall be recorded in any public records. This agreement shall bind and
enure to the benefit of the parties and their successors in interest. Whenever the context
permits, singular shall include plural and one gender shall include all. Notice given by or to
the attorney for any party shall be as effective as if given by or to that party.
Q. Conveyance: Each party shall convey the property to each other by way of
statutory warranty deed subject to any easement for any utilities that may exist and lie on the
property.
R. Other Agreements: No prior or present agreements or representations shall be
binding upon either party unless included in this Contract. No modification or change in this
Contract shall be valid or binding upon the parties unless in writing and executed by the party
or parties intended to be bound by it.
S. Warranties: Each party warrants that there are no facts known to either party
materially affecting the value of the real property which are not readily observable by either
party or which have not been disclosed.
T. NOTICES: All notices and elections (collectively, "notices") to be given or
delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party
giving such notice) hand delivered by messenger, courier service or Federal Express, or
alternatively shall be sent by United States certified mail, with return receipt requested. The
effective date of any notice shall be the date of delivery of the notice if by personal delivery,
courier service or Federal Express, or if mailed, upon the date which the return receipt is
signed or delivery is refused or the notice designated by the postal authorities as non-
deliverable, as the case may be. The parties hereby designed the following addresses as the
addresses to which notices may be delivered, and delivery to such addresses shall constitute
binding notice given to such party:
5
CITY:
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Attn: David Harden, City Manager
With a copy to:
Susan A. Ruby, Esq., City Attorney
200 N.W. 1st Avenue
Delray Beach, Florida 33444
Phone: (561) 243-7091
Fax: (561) 278-4755
Community Redevelopment Agency of Delray Beach
Christopher J. Brown, Executive Director
John Weaver, Chairman, CRA Board of Commissioners
24 N. Swinton Avenue
Delray Beach, Florida 33444
Phone: (561) 276-8640
Fax: (561) 276-8558
With a copy to:
Robert W. Federspiel, P.A.
501 East Atlantic Avenue
Delray Beach, Florida 33483
Phone: (561) 276-2900
Fax: (561) 276-5489
Any party may from time to time change the address to which notice under this
Agreement shall be given such party, upon three (3) days prior written notice to the other
parties.
U. ASSIGNMENT: Neither party shall assign this Agreement or any interest
herein without the prior written consent of the other party.
V. DEFAULT: In the event either party fails or refuses to perform any term,
covenant, or condition of this Agreement, either party shall, in addition to any other remedies
provided at law or in equity, have the right of specific performance thereof.
6
W. GOVERNING LAW & VENUE: This Agreement shall be governed by,
construed and enforced in accordance with, the laws of the State of Florida. Venue in any
action suit or proceeding in connection with this Agreement shall be in Palm Beach County,
Florida.
X. TIME OF ESSENCE: Time is of the essence with respect to the performance
of each and every provision of this Agreement where a time is specified for performance.
Y. EFFECTIVE DATE OF AGREEMENT: This Agreement is expressly
contingent upon the approval of the City Commission of the City of Delray Beach and the
Community Redevelopment Agency Board.
Z. HEADINGS: The paragraph headings or captions appearing in this Agreement
are for convenience only, are not part of this Agreement, and are not to be considered in
interpreting this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names, on the dates set forth below.
ATTEST:
CITY OF DELRAY BEACH, FLORIDA
By:
City Clerk
Jay Alperin, Mayor
Approved as to Form:
City Attorney
WITNESSES:
COMMUNITY REDEVELOPMENT
AGENCY OF DELRAY BEACH
Print Name: By:
Print Name:
Print Name:
Title:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument
, 1999 by
to me or who has produced
was acknowledged
before me this day of
, who is personally known
(type of identification).
Signature of Notary Public~
State of Florida
8
LE~U. m
CITY OF DELRAY BEACH, FLORIDA
NOTICE OF PUBLIC HF2%RING
(INTENT TO PURCHASE ~ SELL CERTAIN RE4%L PROPERTY)
A PUBLIC HEARING will be held on the following
proposed resolution at 7:00 p.m. on ~JESDAY, JULY 6, 1999, (or
at any continuation of such meeting which is set by the
Commission) in the City Commission Chambers, 100 N.W. 1st Avenue,
Delray Beach, Florida, at which time the City Commission will
consider its adoption. The proposed resolution may be inspected
at the Office of the City Clerk at City Hall, 100 N.W. 1st
Avenue, Delray Beach, Florida, between the hours of 8:00 a.m.
and 5:00 p.m., Monday through Friday, excluding holidays. All
interested parties are invited to attend and be heard with
respect to the proposed resolution.
RESOLUTION NO. 40-99
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA,
AUTHORIZING THE CITY TO PURCHASE AND SELL CERTAIN REAL PROPERTY IN THE
CITY OF DELRAY BEACH, WHICH PROPERTY IS LOCATED ON THE WEST SIDE OF N.W. 1sT
AVENUE, AS MORE PARTICULARLY DESCRIBED HEREIN, HEREBY INCORPORATING THE
CONDITIONS AND TERMS OF TWO CONTRACTS FOR SALE AND PURCHASE BETWEEN THE
CITY OF DELRAY BEACH, THE COMMUNITY REDEVELOPMENT AGENCY AND THE HOUSE
OF GOD CHURCH; AND PROVIDING FOR PUBLIC NOTICE AND A PUBLIC HEARING.
WHEREAS, the City of Dekay Beach, Florida, desires to acquire certain property within Block
36 for the purposes of constructing new tennis courts; and
WHEREAS, the City of Delray Beach desires to acquire Lots 15 and 16 of Block 35 from the
Community Redevelopment Agency (CRA) and transfer Lots 15 and 16 of Block 35 to the House of God
Church (the Church); and
WHEREAS, the House of God Church desires to transfer Lots 1 I, 12 and 13 of Block 36 to the
City; and
WHEREAS, the City desires to retain the east 20 feet of Lots 11 and 12 for the construction of
additional tennis courts; and
WHEREAS, the City desires to transfer to the CRA the remaining portion of Lots 11 and 12 and
all of Lot 13 on Block 36; and
WHEREAS, the CRA desires to transfer to the City the east 20 feet of Lot 1, less the south eight
feet thereof, and the east 20 feet of Lots 2 through 10, inclusive, on Block 36; and
WHEREAS, it is in the best interests of the City to purchase and to sell the property described
above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That the City Commission of the City of Delray Beach, Florida, hereby agrees to enter
into the contract with the House of God Church in order to acquire Lots 11, 12 and 13 of Block 36,
Revised Plat of Block 36, Town of Delray Beach, as recorded in Plat Book 5, Page 38 of the Public
Records of Palm Beach County, Florida.
Section 2. That the City Commission of the City of Delray Beach, Florida, agrees to enter into
the contract with the Church, as referenced in Section I in order to transfer to Church Lots 15 and 16 of
Block 36, as recorded in Plat Book 1, Page 4 of the Public Records of Palm Beach County, Florida.
Section 3. That the City Commission agrees to enter into a contract with the CRA, to be closed
concurrently with the City's contract with the Chumh, in which the City shall convey all of Lots 11, 12
and 13 of Block 36, less the east 20 feet of Lots 11 and 12, Revised Plat of Block 36, Town of Delray, as
recorded in Plat Book 5, Page 38 of the Public Records of Palm Beach County, Florida.
Section 4. The City Commission of the City of Delray Beach agrees to enter into the contract
referenced in Section 3 above, for the additional purpose of transferring property from the CRA to the
City, to-wit, the east 20 feet of Lot 1, less the south eight feet thereof, and the east 20 feet of Lots 2
through 10, inclusive, all as shown on the Revised Plat of Block 36, Town of Delray, as recorded in Plat
Book 5, Page 38, of the Public Records of Palm Beach County, Florida, and Lots 15 and 16, Block 35,
Town of Delray, as recorded in Plat Book 1, Page 4 of the Public Records of Palm Beach County, Florida.
Section 5. That the terms and conditions contained in the two aforementioned contracts and
addendum or exhibits thereto for the acquisition and pumhase of the real property described above are
hereby incorporated herein and can be reviewed in the office oftbe City Clerk, 100 N.W. 1~ Avenue,
Delray Beach, Florida.
Section 6. This resolution shall constitute the notice of sale or exchange of real property pursuant
to the City Ordinance Section 36.35 and the Notice of Acquisition of Real Property pursuant to City
Ordinance Section 36.04.
Section 7. A public hearing shall be held on July 6, 1999, at 7:00 p.m. at the City Commission
Chambers, 100 N.W. 1st Avenue, Delray Beach, Florida.
PLEASE BE ADVISED THAT IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY
THE CITY COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT THESE
HEARINGS, SUCH PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD INCLUDES
THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. THE CITY
DOES NOT PROVIDE NOR PREPARE SUCH RECORD PURSUANT TO F.S. 286.0105.
CITY OF DELRAY BEACH
Alison MacGregor Harty
City Clerk
PUBLISH: June 30, 1999
July 5, 1999
Instructions to Newspaper: This is a standard legal ad to be
placed in the legal/classified section. Thank you.